Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 18, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
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 | 21,117,150 | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 376.2 | ||
Title of 12(b) Security | Common Shares, Par Value $0.10 Per Share | ||
Trading Symbol | RVI | ||
Security Exchange Name | NYSE | ||
Entity File Number | 1-38517 | ||
Entity Incorporation, State or Country Code | OH | ||
Entity Tax Identification Number | 82-4182996 | ||
Entity Address, Address Line One | 3300 Enterprise Parkway | ||
Entity Address, City or Town | Beachwood | ||
Entity Address, State or Province | OH | ||
Entity Address, Postal Zip Code | 44122 | ||
City Area Code | 216 | ||
Local Phone Number | 755-5500 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 238 | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Location | Cleveland, Ohio | ||
Documents Incorporated by Reference | The registrant incorporates by reference in Part III hereof portions of its definitive Proxy Statement for its 2022 Annual Meeting of Shareholders. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Land | $ 0 | $ 106,708 |
Buildings | 51,261 | 421,401 |
Fixtures and tenant improvements | 8,260 | 68,795 |
Total real estate rental property | 59,521 | 596,904 |
Less: Accumulated depreciation | (36,195) | (253,565) |
Real estate rental property, net | 23,326 | 343,339 |
Construction in progress | 0 | 321 |
Total real estate assets, net | 23,326 | 343,660 |
Cash and cash equivalents | 110,470 | 56,849 |
Restricted cash | 1,993 | 115,939 |
Accounts receivable | 3,891 | 15,007 |
Other assets, net | 4,718 | 15,219 |
Assets related to discontinued operations | 0 | 649,202 |
Total assets | 144,398 | 1,195,876 |
Liabilities and Equity | ||
Mortgage indebtedness, net | 0 | 258,795 |
Accounts payable and other liabilities | 8,331 | 25,848 |
Dividends payable | 69,053 | 23,002 |
Liabilities related to discontinued operations | 0 | 98,445 |
Total liabilities | 77,384 | 406,090 |
Commitments and contingencies (Note 8) | ||
Redeemable preferred equity | 0 | 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 December 31, 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 | (675,602) | (123,428) |
Less: Common shares in treasury at cost: 598 and 234 shares at December 31, 2021 and December 31, 2020, respectively | (13) | (3) |
Total equity | 67,014 | 599,786 |
Total liabilities and equity | $ 144,398 | $ 1,195,876 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 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 (LOSS) INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from operations: | |||
Rental income | $ 55,603 | $ 80,692 | $ 131,807 |
Other income | 55 | 45 | 116 |
Total revenue from operations | 55,658 | 80,737 | 131,923 |
Rental operation expenses: | |||
Operating and maintenance | 7,286 | 11,460 | 16,006 |
Real estate taxes | 8,966 | 15,957 | 22,763 |
Property and asset management fees | 5,906 | 8,529 | 11,764 |
Impairment charges | 1,573 | 54,370 | 75,590 |
General and administrative | 3,577 | 3,612 | 3,953 |
Depreciation and amortization | 17,217 | 28,395 | 44,838 |
Total rental operation expenses | 44,525 | 122,323 | 174,914 |
Other income (expense): | |||
Interest expense, net | (7,899) | (18,334) | (39,364) |
Debt extinguishment costs | (6,307) | (5,873) | (18,236) |
Other income (expense), net | 0 | 0 | (887) |
Gain on disposition of real estate, net | 29,596 | 23,710 | 41,482 |
Total other income (expense) | 15,390 | (497) | (17,005) |
Income (loss) before tax expense | 26,523 | (42,083) | (59,996) |
Tax expense | (148) | (858) | (390) |
Income (loss) from continuing operations | 26,375 | (42,941) | (60,386) |
(Loss) income from discontinued operations | (44,074) | (50,613) | 107,135 |
Net (loss) income | (17,699) | (93,554) | 46,749 |
Comprehensive (loss) income | $ (17,699) | $ (93,554) | $ 46,749 |
Basic and diluted earnings per share data: | |||
Income (loss) from continuing operations | $ 1.25 | $ (2.17) | $ (3.18) |
(Loss) income from discontinued operations | (2.09) | (2.55) | 5.64 |
Net (loss) income | $ (0.84) | $ (4.72) | $ 2.46 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | ASU 2016-02 | 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, 2018 | $ 662,253 | $ 1,846 | $ 675,566 | $ (15,153) | $ (6) | ||
Beginning 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) | |||||
Dividends declared | (39,153) | (39,153) | |||||
Net income (loss) | 46,749 | 46,749 | |||||
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) | |||||
Dividends declared | (23,017) | $ (23,017) | |||||
Net income (loss) | (93,554) | (93,554) | |||||
Ending Balance at Dec. 31, 2020 | 599,786 | $ 1,983 | 721,234 | (123,428) | (3) | ||
Ending Balance, Shares at Dec. 31, 2020 | 19,829 | ||||||
Issuance of common shares related to stock dividend and stock plan | 19,402 | $ 129 | 19,283 | (10) | |||
Issuance of common shares related to stock dividend and stock plan, Shares | 1,289 | ||||||
Dividends declared | (534,475) | (534,475) | |||||
Net income (loss) | (17,699) | (17,699) | |||||
Ending Balance at Dec. 31, 2021 | $ 67,014 | $ 2,112 | $ 740,517 | $ (675,602) | $ (13) | ||
Ending Balance, Shares at Dec. 31, 2021 | 21,118 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flow from operating activities: | |||
Net (loss) income | $ (17,699) | $ (93,554) | $ 46,749 |
Adjustments to reconcile net (loss) income to net cash flow provided by operating activities: | |||
Depreciation and amortization | 33,720 | 57,053 | 74,598 |
Amortization and write-off of above- and below-market leases, net | (676) | (1,092) | (1,237) |
Amortization and write-off of debt issuance costs | 9,800 | 8,878 | 14,510 |
Gain on disposition of real estate, net | (54,542) | (22,800) | (41,482) |
Property insurance proceeds in excess of receivable | 0 | 0 | (77,914) |
Impairment charges | 82,633 | 115,525 | 80,070 |
Loss on debt extinguishment | 0 | 0 | 235 |
Interest rate hedging activities | 0 | 0 | 1,152 |
Assumption of buildings due to ground lease terminations | (2,660) | 0 | (830) |
Net change in accounts receivable | 10,467 | (4,026) | 2,890 |
Net change in accounts payable and other liabilities | (9,066) | (5,998) | (3,955) |
Net change in other operating assets | 9,764 | (2,328) | 97 |
Total adjustments | 79,440 | 145,212 | 48,134 |
Net cash flow provided by operating activities | 61,741 | 51,658 | 94,883 |
Cash flow from investing activities: | |||
Real estate improvements to operating real estate | (10,715) | (22,881) | (79,833) |
Proceeds from disposition of real estate | 902,728 | 291,816 | 316,227 |
Hurricane property insurance proceeds | 0 | 0 | 107,691 |
Net cash flow provided by investing activities | 892,013 | 268,935 | 344,085 |
Cash flow from financing activities: | |||
Proceeds from mortgage debt | 0 | 0 | 900,000 |
Repayment of mortgage debt, including repayment costs | (354,202) | (320,128) | (1,214,514) |
Payment of debt issuance costs | (74) | 0 | (11,895) |
Dividend paid on redeemable preferred equity | (190,000) | 0 | 0 |
Net transactions with SITE Centers | 0 | 0 | (33,596) |
Dividends paid | (469,803) | (10,970) | (6,869) |
Net cash flow used for financing activities | (1,014,079) | (331,098) | (366,874) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (60,325) | (10,505) | 72,094 |
Cash, cash equivalents and restricted cash, beginning of period | 172,788 | 183,293 | 111,199 |
Cash, cash equivalents and restricted cash, end of period | $ 112,463 | $ 172,788 | $ 183,293 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Nature of Business On July 1, 2018, SITE Centers 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. properties and 12 Puerto Rico properties (collectively, “RVI,” the “RVI Predecessor” or the “Company”) into an independent public company. At December 31, 2021, RVI owned one retail shopping center in Gulfport, Mississippi, subject to a ground lease, comprising 0.6 million square feet of Company-owned gross leasable area (“GLA”). 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. In October 2021, the Board of Directors of the Company authorized and the Company made a distribution on the RVI Preferred Shares in the aggregate amount of $190.0 million. In December 2021, the Company repurchased all of the outstanding RVI Preferred Shares from SITE Centers for an aggregate purchase price of $1.00 (Note 7). As a result, the RVI Preferred Shares are no longer outstanding. 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, governed the fees, terms and conditions pursuant to which SITE Centers managed RVI and its properties through December 31, 2021. 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. In December 2021, the Company and SITE Centers entered into a new external management agreement (the “New Management Agreement”), which became effective on January 1, 2022 and governs the management and sale for the Company’s remaining property and the wind-up of the Company’s operations (Note 11). 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. Amounts relating to the number of properties and square footage are unaudited. Principles of Consolidation 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. 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 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. 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 of the Company’s geographical concentration and business. The disposition of all of the Company’s Puerto Rico properties qualified for discontinued operations presentation. The sale of individual continental U.S. properties did not qualify for discontinued operations presentation, and thus, the results of the continental U.S properties that have been sold to date remain in Income from Continuing Operations, and any associated gains or losses from the disposition are included in Gain on Disposition of Real Estate. 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 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. 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 Year Ended December 31, 2021 2020 2019 Stock dividends $ 18.6 $ 28.1 $ 17.3 Dividend declared, but not paid 69.1 23.0 39.1 Accounts payable related to construction in progress (continuing operations) — 0.1 1.0 Accounts payable related to construction in progress (discontinued operations) — 2.8 4.1 Note receivable related to disposition of shopping center — 3.0 — Assumption of buildings due to ground lease terminations (discontinued operations) 2.7 — 0.8 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 real estate 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 account 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 changes in estimated hold periods and significant decreases in projected cash flows including estimated fair value; 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. As the Company is evaluating the sale of its remaining property, 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, including those classified within discontinued operations, related to real estate assets were $82.6 million, $115.5 million and $80.1 million for the years ended December 31, 2021, 2020 and 2019, respectively (Note 9). 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 properties and did not identify any properties that would meet the above-mentioned criteria for held for sale as of December 31, 2021 and 2020. 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 ceased the capitalization of these costs when construction activities were substantially completed and the property was available for occupancy by tenants. The Company ceased the capitalization of interest when the mortgage loan was repaid in full. If the Company suspended substantially all activities related to development of a qualifying asset, the Company ceased capitalization of interest and taxes until activities were resumed. Interest paid on the Company’s mortgage indebtedness for the years ended December 31, 2021, 2020 and 2019, aggregated $8.8 million, $20.6 million and $41.8 million, respectively. The Company capitalized interest of $1.1 million for the year ended December 31, 2019. Capitalized interest was immaterial in 2021 and 2020. 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 At December 31, 2021, the Company’s restricted cash represented escrow amounts on deposit established at the closing of two shopping center dispositions, which may be released to the Company in the event certain leasing and repair activity is completed prior to April 2022. At December 31, 2020, the Company’s restricted cash represented 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 and Hurricane Maria property insurance settlement proceeds and related reserves. For purposes of the Company’s 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. Rental income has been reduced for amounts the Company believes are not probable of being collected. The Company analyzes tenant credit worthiness, as well as current economic trends and tenant-specific sector trends when evaluating the probability of collection of accounts receivable. In evaluating tenant credit worthiness, the Company’s assessment may include a review of payment history, tenant sales performance and financial position. For larger national tenants, the Company also evaluates projected liquidity, as well as the tenant’s access to capital and the overall health of the particular sector. In addition, with respect to tenants in bankruptcy, the Company makes estimates of the expected recovery of pre-petition and post-petition claims in assessing the probability of collection of the related receivable. The time 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 (including contract disputes) of $0.6 million and $2.9 million at December 31, 2021 and 2020, 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 lessor accounting policies include the following: • 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 the Company’s remaining lease does 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. 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 the ground leases; however, the 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, 2021, the Company recognized no material adjustments regarding its tax accounting treatment for uncertain tax provisions. As of December 31, 2021, the tax years that remain subject to examination by the major tax jurisdictions under applicable statutes of limitations are the year 2018 and forward. Deferred Tax Assets The Company accounted for income taxes related to its taxable REIT subsidiary (“TRS”) under the asset and liability method, which required the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements. Under this method, deferred tax assets and liabilities were 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 were expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities was recognized in the income statement in the period that included the enactment date. Prior to the merger of the TRS into the Company, the Company recorded net deferred tax assets to the extent it believed it was more likely than not that these assets would be realized. A valuation allowance was recorded against the deferred tax assets when the Company determined that an uncertainty existed regarding their realization, which would have increased the provision for income taxes. In making such determination, the Company considered 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 d assumptions and significant judgment about the forecasts of future taxable income and must be consistent with the plans and estimates that the Company was utilizing to manage its business. As a result, to the extent facts and circumstances change, an assessment of the need for a valuation allowance was made . In 2021, the Company wrote-off the deferred tax asset as a result of the sale of all the assets of the TRS and subsequent merger of the TRS into the Company. Deferred Financing Costs External costs and fees incurred in obtaining indebtedness are included in the Company’s 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 consolidated statements of operations. Segments At December 31, 2020, the Company had two reportable operating segments: continental U.S. and Puerto Rico. As a result of the sale of the remaining Puerto Rico properties in 2021, 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 10). 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 reviewed the portfolio based on the two geographical areas. The tenant base of the Company primarily included 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. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 2. 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 During the year ended December 31, 2021, the Company recorded net uncollectible revenue, which resulted in rental income of $5.1 million, primarily related to contractual rents paid from tenants on the cash basis of accounting (including rent deferrals) that were contractually due in 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. In 2020, these amounts also include 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 . 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, improved liquidity, the addition of credit-worthy guarantors or recapitalization event. |
Other Assets and Intangibles, N
Other Assets and Intangibles, Net | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Other Assets and Intangibles, net | 3 . Other Assets and Intangibles, net consists of the following (in thousands): December 31, 2021 2020 Intangible assets: In-place leases, net $ — $ 3,244 Above-market leases, net — 410 Lease origination costs, net — 487 Tenant relationships, net — 3,802 Total intangible assets, net — 7,943 Operating lease ROU assets 1,098 1,509 Notes receivable (A) 3,000 3,000 Other assets: Prepaid expenses 511 2,567 Other assets 109 200 Total other assets, net $ 4,718 $ 15,219 Below-market leases, net (other liabilities) $ — $ 10,064 (A) Maturity date is the earlier of September 24, 2022 (subject to buyer’s option to exercise a six-month Amortization expense related to the Company’s intangibles, including those classified within discontinued operations and excluding above- and below-market leases, was as follows (in thousands): Period Expense 2021 $ 1,126 2020 2,800 2019 5,137 Above-market leases, including those classified within discontinued operations, were recorded as contra revenue of $0.2 million, $0.3 million and $0.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. Revenue was recorded for below-market leases, including those classified within discontinued operations, of $0.9 million, $1.4 million and $1.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. These items are included in Rental Income within the consolidated statements of operations (excluding activity associated with discontinued operations). |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 4 . Lessee At December 31, 2021, the Company has one long-term ground lease in which it is the lessee (Crossroads Center in Gulfport, Mississippi) with an expiration date in November 2033. The ground lease includes one, 25-year option to extend the lease term upon its expiration at fair market ground rent (as determined by an independent appraiser at the time of the option’s exercise). The Company determined that the arrangement was a lease at inception. Operating lease expenses, including straight-line expense, included in Operating and Maintenance Expense for the Company’s ground leases, aggregated $0.3 million, $0.4 million and $0.4 million for the years ended December 31, 2021, 2020 and 2019, respectively. The operating lease ROU asset and operating lease liability are included in the Company’s consolidated balance sheets as follows (in thousands): December 31, Classification 2021 2020 Operating Lease ROU Assets Other Assets, Net $ 1,098 $ 1,509 Operating Lease Liabilities Accounts Payable and Other Liabilities 2,126 2,602 Supplemental information related to one and two operating leases at December 2021 and 2020, respectively, was as follows: December 31, 2021 2020 Weighted-Average Remaining Lease Term 11.9 years 11.1 years Weighted-Average Discount Rate 6.9 % 6.7 % Cash paid for amounts included in the measurement — operating cash flows from lease liabilities (in thousands) $ 198 $ 414 As determined under Topic 842, maturities of lease liabilities were as follows for the years ended December 31, (in thousands): Year December 31, 2022 $ 207 2023 217 2024 228 2025 239 2026 251 Thereafter 2,088 Total lease payments 3,230 Less imputed interest (1,104 ) Total $ 2,126 Lessor Space in the Company’s remaining shopping center 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 one rental property 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, 2022 $ 6,206 2023 6,068 2024 4,991 2025 1,685 2026 652 Thereafter 1,003 Total $ 20,605 |
Indebtedness
Indebtedness | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Indebtedness | 5 . Indebtedness 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 were evidenced by promissory notes which were 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; (ii) a pledge of the equity of the Company’s subsidiaries that owned each of the Company’s properties located in Puerto Rico 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 . In March 2021, the borrowers exercised the first o n e -year option , thereby extending the loan’s maturity date to March 9, 2022 . At December 31, 2020, the mortgage loan outstanding was $354.2 million and net unamortized debt issuance costs of $9.7 million resulted in a net carrying value of $344.5 million . The loan facility was structured as an interest-only loan. Credit Agreement The Company maintained a Credit Agreement (the “Revolving Credit Agreement”) with PNC Bank, National Association (“PNC”) that provided for borrowings of up to $30.0 million. The Company’s obligations under the Revolving Credit Agreement were guaranteed by SITE Centers in favor of PNC. 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 terminated in accordance with the terms of the Revolving Credit Agreement. At the time of its termination, there were no amounts outstanding under the Revolving Credit Agreement. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | 6 . 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 was estimated using a discounted cash flow technique that incorporated future contractual interest and principal payments and a market interest yield curve with adjustments for duration, optionality and risk profile, which included the Company’s non-performance risk and loan to value, and was classified as Level 3 in the fair value hierarchy. Considerable judgment was necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented were not necessarily indicative of the amounts the Company could have realized on disposition of the financial instruments. The carrying amount of debt, including deferred financing costs, was $344.5 million and the fair value of debt was $362.7 million at December 31, 2020. |
Redeemable Preferred Equity and
Redeemable Preferred Equity and Common Shares | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Redeemable Preferred Equity and Common Shares | 7 . Redeemable Preferred Equity and Common Shares Redeemable Preferred Equity On June 30, 2018, the Company issued the RVI Preferred Shares to SITE Centers, which were noncumulative and had no mandatory dividend rate. The RVI Preferred Shares ranked, 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. In October 2021, the Board of Directors of the Company authorized and the Company made a distribution on the RVI Preferred Shares in the aggregate amount of $190.0 million. In December 2021, the Company repurchased all of the outstanding RVI Preferred Shares from SITE Centers for an aggregate purchase price of $1.00. As a result, the RVI Preferred Shares are no longer outstanding. Cash Dividends In October 2021, the Company paid a cash dividend of $22.04 per share funded primarily with asset sale proceeds. In December 2021, the Board of Directors of the Company declared a cash dividend of $3.27 per common share, which was paid on January 18, 2022 (Note 15) and also funded primarily with asset sale proceeds. The common share dividends were on account of transactional activity and not taxable income generated in Puerto Rico, and therefore, they were not subject to the Puerto Rico withholding tax of 10%. Stock Dividends In November 2020, November 2019 and December 2018, the Board of Directors of the Company declared dividends on the Company’s 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 were 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 stock 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, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8 . Hurricane Loss In 2017, Hurricane Maria made landfall in Puerto Rico. At the time of the hurricane, the Company owned 12 properties 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 December 31, 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. 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 reflected as Discontinued Operations on the operating results related to the Puerto Rico segment (Note 10) 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. 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 | 12 Months Ended |
Dec. 31, 2021 | |
Asset Impairment Charges [Abstract] | |
Impairment Charges | 9 . The Company recorded impairment charges based on the difference between the carrying value of the assets and the estimated fair market value as follows (in thousands): For the Year Ended December 31, 2021 2020 2019 Puerto Rico properties (A) $ 81,060 $ 61,155 $ 4,480 Continental U.S. properties (B) 1,573 54,370 75,590 Total impairment charges $ 82,633 $ 115,525 $ 80,070 (A) Triggered by a change in the hold period assumptions. (B) Triggered by assets held for sale in the third quarter of 2021, indicative bids received and changes in market assumptions due to the disposition process, as well as changes in projected cash flows. Items Measured at Fair Value For operational real estate assets that do not have an indicative bid, the significant assumptions included the capitalization rate used in the income capitalization valuation, as well as the projected property net operating income. These valuations were calculated based on market conditions and assumptions made by the Manager or the Company at the time the 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. 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 December 31, 2021 $ — $ — $ 467.4 $ 467.4 $ 82.6 December 31, 2020 — — 412.0 412.0 115.5 December 31, 2019 — — 367.3 367.3 80.1 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, 2021 (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 $ 467.4 Indicative Bid (A) Indicative Bid (A) N/A N/A 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% (A) Fair value measurements based upon indicative bids were developed by third-party sources (including offers and comparable sales values), subject to the Manager’s corroboration for reasonableness. The Company does not have access to certain unobservable inputs used by these third parties to determine these estimated values. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | 10. Discontinued Operations In the third quarter of 2021, the Company sold all of its interests in the limited liability companies that owned its nine remaining properties 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. Net proceeds received at closing were approximately $539.0 million. The Company previously sold its interest in one Puerto Rico asset in 2020 and two other Puerto Rico properties in the second quarter of 2021 in separate transactions. 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 properties in Puerto Rico and had two reportable segments: continental U.S. and Puerto Rico. The sale of all the properties in Puerto Rico represented a strategic shift in the Company’s geographic concentration and business and, as such, the Puerto Rico properties are reflected as discontinued operations for all periods presented. Only Interest Expense which was specifically identifiable to the Puerto Rico assets is included in the computation of interest expense attributable to discontinued operations. The 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): For the Year Ended December 31, 2021 2020 2019 Revenues: Rental income $ 64,224 $ 89,033 $ 98,521 Business interruption income — — 7,675 Other income — 38 976 64,224 89,071 107,172 Rental operation expenses: Operating and maintenance 19,349 29,343 25,598 Real estate taxes 2,827 4,795 4,930 Property and asset management fees 9,563 10,083 10,093 Impairment charges 81,060 61,155 4,480 Hurricane property insurance income, net — — (79,391 ) Depreciation and amortization 16,503 28,658 29,760 129,302 134,034 (4,530 ) Other income (expense): Interest expense, net (2,055 ) (4,408 ) (3,310 ) Debt extinguishment costs (1,951 ) (49 ) (1,143 ) Other income, net 197 251 — Gain (loss) on disposition of real estate 24,946 (910 ) — 21,137 (5,116 ) (4,453 ) (Loss) income from discontinued operations before tax expense (43,941 ) (50,079 ) 107,249 Tax expense (133 ) (534 ) (114 ) (Loss) income from discontinued operations $ (44,074 ) $ (50,613 ) $ 107,135 The following table summarizes cash flow data related to discontinued operations (in thousands): For the Year Ended December 31, 2021 2020 2019 Depreciation and amortization $ 16,503 $ 28,658 $ 29,760 Amortization and write-off of below-market leases, net 210 316 316 Impairment charges 81,060 61,155 4,480 Assumption of buildings due to ground lease terminations 2,660 — 830 Real estate improvements to operating real estate 4,452 18,528 66,570 |
Transactions with SITE Centers
Transactions with SITE Centers | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Transactions with SITE Centers | 1 1 . The following table presents fees and other amounts charged by SITE Centers (in thousands): For the Year Ended December 31, 2021 2020 2019 Property management fees (A) $ 8,687 $ 9,959 $ 11,360 Asset management fees (B) 6,782 8,653 10,497 Leasing commissions (C) 1,687 2,755 3,151 Maintenance services and other (D) 883 1,474 1,469 Disposition fees (E) 9,336 3,142 3,352 Credit facility guaranty and debt refinancing fees (F) 60 60 1,860 Legal fees (G) 455 361 663 $ 27,890 $ 26,404 $ 32,352 (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 year ended December 31, 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 ) The Company paid a debt financing fee equal to 0.20% of the aggregate principal amount of the mortgage refinancing closed in March 2019. 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. Credit facility guaranty fees are included within Interest Expense on the consolidated statements of operations (Note 5). ( G ) Legal fees charged for collection activity and negotiating and reviewing tenant leases and contracts for asset dispositions. The Company entered into two separate Amended and Restated Agreements (the “Agreement”) with JDN Development Company (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 December 31, 2020 and the six-month period ending June 30, 2021. Pursuant to the terms of the Company’s existing property management agreements with SITE Centers in effect prior to January 1, 2022, property management fees were 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 periods below, the Agreement provided that the Company was to pay JDN Development Company a monthly supplemental fee as shown below. These arrangements were only in effect through June 30, 2021. The supplemental fees are reflected in the property management fees line item in the table above. On December 15, 2021, the Company and certain subsidiaries of SITE Centers entered into the New Management Agreement which took effect on January 1, 2022 and provides for property management and leasing services for the Company’s remaining property and for corporate services in connection with the anticipated wind-up of the Company’s business. Pursuant to the terms of the New Management Agreement, the Company will pay the Manager an asset management fee for services rendered in connection with corporate management of the Company in an aggregate amount of (i) $500,000 for calendar year 2022, (ii) $300,000 per annum commencing on January 1, 2023 until the end of the calendar quarter in which the Company’s shares are deregistered under the Securities Exchange Act of 1934 (the “Exchange Act”) and/or the Company’s reporting obligations under the Exchange Act are suspended or terminated, and (iii) $ 100,000 per annum, commencing from the calendar quarter immediately following the calendar quarter in which the Company’s shares are deregistered under the E xchange Act and/or the Company’s reporting obligations under the Exchange Act are suspended or terminated until the expiry of the scheduled term of the New Management Agreement (which is the fifth anniversary of the date on which the Company files articles of dissolution with the Secretary of State of the S t ate of Ohio) or the earlier termination thereof. In addition, until the consummation of the sale of the Company’s remaining property, Crossroads Center, the Company will pay the Manager a monthly p roperty m anagement f ee equal to $ 22,000 per month. With respect to Crossroads Center, the New Management Agreement also provides for payments to Manager of: leasing commissions of $ 4.00 per square foot for the initial lease term and $ 2.00 per square foot in connection with each negotiated renewal or extension; 1.0% of the gross sale price in connection with any sale; and costs and expenses incurred by the Manager in connection with construction and tenant coordination services. The New Management Agreement also provides that the Company may, in its sole discretion, make an additional incentive payment to the Manager in an amount not to exceed $ 500,000 upon the completion of the sale of Crossroads Center. The New Management Agreement also obligates the Company to pay or reimburse the Manager for all commercially reasonable third-party costs and expenses incurred in the performance of its duties under the New Management Agreement, including, but not limited to, all fees and expenses paid to outside advisors (legal and accounting), consultants, architects, engineers and other professionals reasonably required for the performance of the Manager’s duties. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 1 2 . 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 Year Ended December 31, 2021 2020 2019 Numerators – Basic and Diluted Continuing Operations: Net income (loss) attributable to common shareholders $ 26,375 $ (42,941 ) $ (60,386 ) Less: Earnings attributable to unvested shares — (16 ) (52 ) Net income (loss) attributable to common shareholders after allocation to participating securities 26,375 (42,957 ) (60,438 ) Discontinued Operations: (Loss) income from discontinued operations after allocation to participating securities (44,074 ) (50,613 ) 107,135 Total $ (17,699 ) $ (93,570 ) $ 46,697 Denominators – Number of Shares Basic and Diluted — 21,062 19,806 19,008 Basic and Diluted Earnings Per Share: Income (loss) from continuing operations $ 1.25 $ (2.17 ) $ (3.18 ) (Loss) income from discontinued operations (2.09 ) (2.55 ) 5.64 Total $ (0.84 ) $ (4.72 ) $ 2.46 Basic average shares outstanding do not include 13,476 and 25,528 restricted share units issued to outside directors in consideration for their compensation that were unvested at December 31, 2020 and 2019, respectively (none in 2021). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 3 . 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, 2021, 2020 and 2019, no U.S. federal income or excise taxes were incurred. If the Company does not 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 utilized its TRS to hold title to a significant number of its continental U.S. properties that have been subject to short-term sales that would otherwise be subject to the prohibited transaction tax. In December 2021, the TRS was merged into the Company. 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, 2021, 2020 and 2019, the Company made net tax payments of $0.6 million, $0.3 million and $0.4 million, respectively. The following represents the activity of the Company’s TRS (in thousands): For the Year Ended December 31, 2021 2020 2019 Book income (loss) before income taxes $ 23,018 $ (17,973 ) $ 740 Current $ 44 $ 593 $ — Deferred — — — Total income tax expense $ 44 $ 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 Year Ended December 31, TRS 2021 2020 2019 Statutory Rate 21 % 21 % 21 % Statutory rate applied to pre-tax (loss) income $ 4,834 $ (3,774 ) $ 155 State tax expense net of federal benefit 35 469 — Deferred tax impact of transferred assets — (12,345 ) — Valuation allowance increase based on transferred assets — 12,345 — Deferred tax impact from merger of TRS 57,418 — — Valuation allowance decrease from merger of TRS (57,418 ) — — Valuation allowance increase (decrease) - other deferred (4,825 ) 4,416 (1,909 ) Other — (518 ) 1,754 Total expense $ 44 $ 593 $ — Effective tax rate 0.19 % (3.30 %) 0 % In 2021, the Company wrote-off the deferred tax asset as a result of the sale of all the assets of the TRS and subsequent merger of the TRS into the Company. Deferred tax assets and liabilities of the Company’s TRS for the year ended December 31, 2020 were as follows (in thousands): 2020 Deferred tax assets (A) $ 60,240 Deferred tax liabilities (2,522 ) Valuation allowance (57,718 ) Net deferred tax asset $ — (A) Primarily attributable to net operating losses of $8.6 million at December Reconciliation of GAAP net income attributable to RVI to taxable (loss) income is as follows (in thousands): For the Year Ended December 31, 2021 2020 2019 GAAP net (loss) income attributable to RVI $ (17,699 ) $ (93,554 ) $ 46,749 Plus: Book depreciation and amortization 21,662 39,561 64,487 Less: Tax depreciation and amortization (17,239 ) (36,418 ) (59,696 ) Book/tax differences on losses from capital transactions (341,677 ) (97,567 ) (6,789 ) Deferred income (1,245 ) (4,538 ) (154 ) TRS equity investment (23,018 ) 18,567 (740 ) Impairment charges 81,060 78,555 56,090 Nontaxable insurance proceeds — — (80,007 ) Miscellaneous book/tax differences, net (4,511 ) 11,384 (1,724 ) Taxable (loss) income subject to the 90% dividend requirement $ (302,667 ) $ (84,010 ) $ 18,216 Reconciliation between cash and stock dividends paid and the dividend paid deduction is as follows (in thousands): For the Year Ended December 31, 2021 2020 2019 Dividends paid (A) $ 678,424 $ 39,057 $ 24,005 Less: Dividends designated to prior year — (39,057 ) (22,343 ) Plus: Dividends designated from the following year 69,053 — 39,057 Less: Return of capital (747,477 ) — (22,503 ) Dividends paid deduction $ — $ — $ 18,216 (A) Dividends paid in 2020 and 2019 include stock dividends distributed under IRS Revenue Procedure 2009-15. The January 2021 stock dividend was distributed under IRS Revenue Procedure 2020-19. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 1 4 . 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 properties in 2021, 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 10). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 1 5 . In December 2021, the Board of Directors of the Company declared a cash dividend of $3.27 per share common share, which the Company paid on January 18, 2022. The aggregate dividend paid on account of the common shares was $69.1 million. The December 2021 common share dividend was on account of transactional activity and not taxable income generated in Puerto Rico, and therefore, it was not subject to the Puerto Rico withholding tax of 10% (Note 7). |
SCHEDULE II - Valuation and Qua
SCHEDULE II - Valuation and Qualifying Accounts and Reserves | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021, 2020 and 2019 (In thousands) Balance at Beginning of Period Charged to Expense Deductions Balance at End of Period Year Ended December 31, 2021 Allowance for uncollectible accounts (A) $ 3,431 $ 765 $ 3,612 $ 584 Valuation allowance for deferred tax assets $ 57,718 $ — $ 57,718 $ — 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 $ 11,103 $ 430 $ 7,905 $ 3,628 Valuation allowance for deferred tax assets $ 42,867 $ — $ 1,909 $ 40,958 (A) Includes allowances on accounts receivable and straight-line rents. |
SCHEDULE III - Real Estate and
SCHEDULE III - Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2021 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |
Real Estate and Accumulated Depreciation | Retail Value Inc. Real Estate and Accumulated Depreciation December 31, 2021 (In thousands) Total Cost, Initial Cost Total Cost (2) Net of Buildings & Buildings & Accumulated Accumulated Location (1) Land Improvements Improvements Land Improvements Total Depreciation (3) Depreciation Crossroads Center (Mississippi) $ — $ 57,848 $ — $ — $ 59,521 $ 59,521 $ 36,195 $ 23,326 (1) Company formed on July 1, 2018, in connection with the spin-off from SITE Centers. (2) The Aggregate Cost for Federal Income Tax purposes was approximately $59.6 million on a gross basis and $35.8 million on a net basis at December 31, 2021. (3) Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets as follows: Buildings Useful lives, 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 Year Ended December 31, 2021 2020 2019 Balance at beginning of period $ 1,565,435 $ 2,057,820 $ 2,451,438 Improvements (A) 10,444 20,762 68,518 Adjustments of property carrying values (82,633 ) (115,525 ) (80,070 ) Disposals (1,433,725 ) (397,622 ) (382,066 ) Balance at end of period $ 59,521 $ 1,565,435 $ 2,057,820 (A) Includes outparcels acquired through the termination of a tenant ground lease in 2021 and 2019. The changes in Accumulated Depreciation and Amortization are as follows (in thousands): For the Year Ended December 31, 2021 2020 2019 Balance at beginning of period $ 593,691 $ 670,509 $ 704,401 Depreciation for the period 32,594 54,252 69,461 Disposals (590,090 ) (131,070 ) (103,353 ) Balance at end of period $ 36,195 $ 593,691 $ 670,509 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation 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. |
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 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. |
Disposition of Real Estate | 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 of the Company’s geographical concentration and business. The disposition of all of the Company’s Puerto Rico properties qualified for discontinued operations presentation. The sale of individual continental U.S. properties did not qualify for discontinued operations presentation, and thus, the results of the continental U.S properties that have been sold to date remain in Income from Continuing Operations, and any associated gains or losses from the disposition are included in Gain on Disposition of Real Estate. |
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 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. |
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 real estate 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 account 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 | 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 changes in estimated hold periods and significant decreases in projected cash flows including estimated fair value; 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. As the Company is evaluating the sale of its remaining property, 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, including those classified within discontinued operations, related to real estate assets were $82.6 million, $115.5 million and $80.1 million for the years ended December 31, 2021, 2020 and 2019, respectively (Note 9). |
Real Estate Held for Sale | 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 properties and did not identify any properties that would meet the above-mentioned criteria for held for sale as of December 31, 2021 and 2020. |
Interest and Real Estate Taxes | 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 ceased the capitalization of these costs when construction activities were substantially completed and the property was available for occupancy by tenants. The Company ceased the capitalization of interest when the mortgage loan was repaid in full. If the Company suspended substantially all activities related to development of a qualifying asset, the Company ceased capitalization of interest and taxes until activities were resumed. Interest paid on the Company’s mortgage indebtedness for the years ended December 31, 2021, 2020 and 2019, aggregated $8.8 million, $20.6 million and $41.8 million, respectively. The Company capitalized interest of $1.1 million for the year ended December 31, 2019. Capitalized interest was immaterial in 2021 and 2020. |
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 At December 31, 2021, the Company’s restricted cash represented escrow amounts on deposit established at the closing of two shopping center dispositions, which may be released to the Company in the event certain leasing and repair activity is completed prior to April 2022. At December 31, 2020, the Company’s restricted cash represented 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 and Hurricane Maria property insurance settlement proceeds and related reserves. For purposes of the Company’s 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. Rental income has been reduced for amounts the Company believes are not probable of being collected. The Company analyzes tenant credit worthiness, as well as current economic trends and tenant-specific sector trends when evaluating the probability of collection of accounts receivable. In evaluating tenant credit worthiness, the Company’s assessment may include a review of payment history, tenant sales performance and financial position. For larger national tenants, the Company also evaluates projected liquidity, as well as the tenant’s access to capital and the overall health of the particular sector. In addition, with respect to tenants in bankruptcy, the Company makes estimates of the expected recovery of pre-petition and post-petition claims in assessing the probability of collection of the related receivable. The time 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 (including contract disputes) of $0.6 million and $2.9 million at December 31, 2021 and 2020, 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 lessor accounting policies include the following: • 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 the Company’s remaining lease does 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. 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 the ground leases; however, the 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, 2021, the Company recognized no material adjustments regarding its tax accounting treatment for uncertain tax provisions. As of December 31, 2021, the tax years that remain subject to examination by the major tax jurisdictions under applicable statutes of limitations are the year 2018 and forward. |
Deferred Tax Assets | Deferred Tax Assets The Company accounted for income taxes related to its taxable REIT subsidiary (“TRS”) under the asset and liability method, which required the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements. Under this method, deferred tax assets and liabilities were 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 were expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities was recognized in the income statement in the period that included the enactment date. Prior to the merger of the TRS into the Company, the Company recorded net deferred tax assets to the extent it believed it was more likely than not that these assets would be realized. A valuation allowance was recorded against the deferred tax assets when the Company determined that an uncertainty existed regarding their realization, which would have increased the provision for income taxes. In making such determination, the Company considered 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 d assumptions and significant judgment about the forecasts of future taxable income and must be consistent with the plans and estimates that the Company was utilizing to manage its business. As a result, to the extent facts and circumstances change, an assessment of the need for a valuation allowance was made . In 2021, the Company wrote-off the deferred tax asset as a result of the sale of all the assets of the TRS and subsequent merger of the TRS into the Company. |
Deferred Financing Costs | Deferred Financing Costs External costs and fees incurred in obtaining indebtedness are included in the Company’s 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 consolidated statements of operations. |
Segments | Segments At December 31, 2020, the Company had two reportable operating segments: continental U.S. and Puerto Rico. As a result of the sale of the remaining Puerto Rico properties in 2021, 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 10). 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 reviewed the portfolio based on the two geographical areas. The tenant base of the Company primarily included 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Non-cash Investing and Financing Activities | Non-cash investing and financing activities are summarized as follows (in millions): For the Year Ended December 31, 2021 2020 2019 Stock dividends $ 18.6 $ 28.1 $ 17.3 Dividend declared, but not paid 69.1 23.0 39.1 Accounts payable related to construction in progress (continuing operations) — 0.1 1.0 Accounts payable related to construction in progress (discontinued operations) — 2.8 4.1 Note receivable related to disposition of shopping center — 3.0 — Assumption of buildings due to ground lease terminations (discontinued operations) 2.7 — 0.8 |
Estimated Useful Lives of Real Estate 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 real estate 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, 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): December 31, 2021 2020 Intangible assets: In-place leases, net $ — $ 3,244 Above-market leases, net — 410 Lease origination costs, net — 487 Tenant relationships, net — 3,802 Total intangible assets, net — 7,943 Operating lease ROU assets 1,098 1,509 Notes receivable (A) 3,000 3,000 Other assets: Prepaid expenses 511 2,567 Other assets 109 200 Total other assets, net $ 4,718 $ 15,219 Below-market leases, net (other liabilities) $ — $ 10,064 (A) Maturity date is the earlier of September 24, 2022 (subject to buyer’s option to exercise a six-month |
Summary of Amortization Expense Related to Intangibles, Including Discontinued Operations and Excluding Above and Below-Market Leases | Amortization expense related to the Company’s intangibles, including those classified within discontinued operations and excluding above- and below-market leases, was as follows (in thousands): Period Expense 2021 $ 1,126 2020 2,800 2019 5,137 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Operating Lease ROU Asset and Lease Liability | The operating lease ROU asset and operating lease liability are included in the Company’s consolidated balance sheets as follows (in thousands): December 31, Classification 2021 2020 Operating Lease ROU Assets Other Assets, Net $ 1,098 $ 1,509 Operating Lease Liabilities Accounts Payable and Other Liabilities 2,126 2,602 |
Schedule of Supplemental Information Related to Operating Leases | Supplemental information related to one and two operating leases at December 2021 and 2020, respectively, was as follows: December 31, 2021 2020 Weighted-Average Remaining Lease Term 11.9 years 11.1 years Weighted-Average Discount Rate 6.9 % 6.7 % Cash paid for amounts included in the measurement — operating cash flows from lease liabilities (in thousands) $ 198 $ 414 |
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, 2022 $ 207 2023 217 2024 228 2025 239 2026 251 Thereafter 2,088 Total lease payments 3,230 Less imputed interest (1,104 ) Total $ 2,126 |
Schedule of Future Minimum Rental Revenues from Rental Properties | The scheduled future minimum rental revenues from one rental property 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, 2022 $ 6,206 2023 6,068 2024 4,991 2025 1,685 2026 652 Thereafter 1,003 Total $ 20,605 |
Redeemable Preferred Equity a_2
Redeemable Preferred Equity and Common Shares (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Dividends Paid | The total cash paid includes the Puerto Rico withholding tax. The stock 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, 2021 | |
Asset Impairment Charges [Abstract] | |
Summary of Impairment Charges | The Company recorded impairment charges based on the difference between the carrying value of the assets and the estimated fair market value as follows (in thousands): For the Year Ended December 31, 2021 2020 2019 Puerto Rico properties (A) $ 81,060 $ 61,155 $ 4,480 Continental U.S. properties (B) 1,573 54,370 75,590 Total impairment charges $ 82,633 $ 115,525 $ 80,070 (A) Triggered by a change in the hold period assumptions. (B) Triggered by assets held for sale in the third quarter of 2021, indicative bids received and changes in market assumptions due to the disposition process, as well as changes in projected cash flows. |
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. 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 December 31, 2021 $ — $ — $ 467.4 $ 467.4 $ 82.6 December 31, 2020 — — 412.0 412.0 115.5 December 31, 2019 — — 367.3 367.3 80.1 |
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, 2021 (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 $ 467.4 Indicative Bid (A) Indicative Bid (A) N/A N/A 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% (A) Fair value measurements based upon indicative bids were developed by third-party sources (including offers and comparable sales values), subject to the Manager’s corroboration for reasonableness. The Company does not have access to certain unobservable inputs used by these third parties to determine these estimated values. |
Discontinued Operations (Tables
Discontinued Operations (Tables) - Discontinued Operations | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Discontinued Operations | The following table summarizes cash flow data related to discontinued operations (in thousands): For the Year Ended December 31, 2021 2020 2019 Depreciation and amortization $ 16,503 $ 28,658 $ 29,760 Amortization and write-off of below-market leases, net 210 316 316 Impairment charges 81,060 61,155 4,480 Assumption of buildings due to ground lease terminations 2,660 — 830 Real estate improvements to operating real estate 4,452 18,528 66,570 |
Puerto Rico | |
Schedule of 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): For the Year Ended December 31, 2021 2020 2019 Revenues: Rental income $ 64,224 $ 89,033 $ 98,521 Business interruption income — — 7,675 Other income — 38 976 64,224 89,071 107,172 Rental operation expenses: Operating and maintenance 19,349 29,343 25,598 Real estate taxes 2,827 4,795 4,930 Property and asset management fees 9,563 10,083 10,093 Impairment charges 81,060 61,155 4,480 Hurricane property insurance income, net — — (79,391 ) Depreciation and amortization 16,503 28,658 29,760 129,302 134,034 (4,530 ) Other income (expense): Interest expense, net (2,055 ) (4,408 ) (3,310 ) Debt extinguishment costs (1,951 ) (49 ) (1,143 ) Other income, net 197 251 — Gain (loss) on disposition of real estate 24,946 (910 ) — 21,137 (5,116 ) (4,453 ) (Loss) income from discontinued operations before tax expense (43,941 ) (50,079 ) 107,249 Tax expense (133 ) (534 ) (114 ) (Loss) income from discontinued operations $ (44,074 ) $ (50,613 ) $ 107,135 |
Transactions with SITE Centers
Transactions with SITE Centers (Tables) | 12 Months Ended |
Dec. 31, 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): For the Year Ended December 31, 2021 2020 2019 Property management fees (A) $ 8,687 $ 9,959 $ 11,360 Asset management fees (B) 6,782 8,653 10,497 Leasing commissions (C) 1,687 2,755 3,151 Maintenance services and other (D) 883 1,474 1,469 Disposition fees (E) 9,336 3,142 3,352 Credit facility guaranty and debt refinancing fees (F) 60 60 1,860 Legal fees (G) 455 361 663 $ 27,890 $ 26,404 $ 32,352 (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 year ended December 31, 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 ) The Company paid a debt financing fee equal to 0.20% of the aggregate principal amount of the mortgage refinancing closed in March 2019. 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. Credit facility guaranty fees are included within Interest Expense on the consolidated statements of operations (Note 5). ( G ) Legal fees charged for collection activity and negotiating and reviewing tenant leases and contracts for asset dispositions. |
Summary of Property Management Fees | These arrangements were only in effect through June 30, 2021. The supplemental fees are reflected in the property management fees line item in the table above. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Net (Loss) 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 Year Ended December 31, 2021 2020 2019 Numerators – Basic and Diluted Continuing Operations: Net income (loss) attributable to common shareholders $ 26,375 $ (42,941 ) $ (60,386 ) Less: Earnings attributable to unvested shares — (16 ) (52 ) Net income (loss) attributable to common shareholders after allocation to participating securities 26,375 (42,957 ) (60,438 ) Discontinued Operations: (Loss) income from discontinued operations after allocation to participating securities (44,074 ) (50,613 ) 107,135 Total $ (17,699 ) $ (93,570 ) $ 46,697 Denominators – Number of Shares Basic and Diluted — 21,062 19,806 19,008 Basic and Diluted Earnings Per Share: Income (loss) from continuing operations $ 1.25 $ (2.17 ) $ (3.18 ) (Loss) income from discontinued operations (2.09 ) (2.55 ) 5.64 Total $ (0.84 ) $ (4.72 ) $ 2.46 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Company's Taxable Activity | The following represents the activity of the Company’s TRS (in thousands): For the Year Ended December 31, 2021 2020 2019 Book income (loss) before income taxes $ 23,018 $ (17,973 ) $ 740 Current $ 44 $ 593 $ — Deferred — — — Total income tax expense $ 44 $ 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 Year Ended December 31, TRS 2021 2020 2019 Statutory Rate 21 % 21 % 21 % Statutory rate applied to pre-tax (loss) income $ 4,834 $ (3,774 ) $ 155 State tax expense net of federal benefit 35 469 — Deferred tax impact of transferred assets — (12,345 ) — Valuation allowance increase based on transferred assets — 12,345 — Deferred tax impact from merger of TRS 57,418 — — Valuation allowance decrease from merger of TRS (57,418 ) — — Valuation allowance increase (decrease) - other deferred (4,825 ) 4,416 (1,909 ) Other — (518 ) 1,754 Total expense $ 44 $ 593 $ — Effective tax rate 0.19 % (3.30 %) 0 % |
Summary of Deferred Tax Assets and Liabilities | In 2021, the Company wrote-off the deferred tax asset as a result of the sale of all the assets of the TRS and subsequent merger of the TRS into the Company. Deferred tax assets and liabilities of the Company’s TRS for the year ended December 31, 2020 were as follows (in thousands): 2020 Deferred tax assets (A) $ 60,240 Deferred tax liabilities (2,522 ) Valuation allowance (57,718 ) Net deferred tax asset $ — (A) Primarily attributable to net operating losses of $8.6 million at December |
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 Year Ended December 31, 2021 2020 2019 GAAP net (loss) income attributable to RVI $ (17,699 ) $ (93,554 ) $ 46,749 Plus: Book depreciation and amortization 21,662 39,561 64,487 Less: Tax depreciation and amortization (17,239 ) (36,418 ) (59,696 ) Book/tax differences on losses from capital transactions (341,677 ) (97,567 ) (6,789 ) Deferred income (1,245 ) (4,538 ) (154 ) TRS equity investment (23,018 ) 18,567 (740 ) Impairment charges 81,060 78,555 56,090 Nontaxable insurance proceeds — — (80,007 ) Miscellaneous book/tax differences, net (4,511 ) 11,384 (1,724 ) Taxable (loss) income subject to the 90% dividend requirement $ (302,667 ) $ (84,010 ) $ 18,216 |
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, 2021 2020 2019 Dividends paid (A) $ 678,424 $ 39,057 $ 24,005 Less: Dividends designated to prior year — (39,057 ) (22,343 ) Plus: Dividends designated from the following year 69,053 — 39,057 Less: Return of capital (747,477 ) — (22,503 ) Dividends paid deduction $ — $ — $ 18,216 (A) Dividends paid in 2020 and 2019 include stock dividends distributed under IRS Revenue Procedure 2009-15. The January 2021 stock dividend was distributed under IRS Revenue Procedure 2020-19. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) ft² in Millions | Aug. 22, 2018 | Jul. 01, 2018USD ($)PortfolioAssetShoppingCentershares | Dec. 31, 2021USD ($)ft²PortfolioAssetshares | Oct. 31, 2021USD ($) | Jun. 30, 2021Segment | Dec. 31, 2021USD ($)ft²PortfolioAssetShoppingCentershares | Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) |
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Square feet of company-owned gross leasable area of portfolio assets | ft² | 0.6 | 0.6 | ||||||
Number of portfolio assets | PortfolioAsset | 1 | 1 | ||||||
Redeemable preferred equity | $ 0 | $ 0 | $ 190,000,000 | |||||
Preferred stock, shares outstanding | shares | 0 | 0 | ||||||
Aggregate impairment charges | $ 82,633,000 | 115,525,000 | $ 80,070,000 | |||||
Maximum maturity period of liquid investments for qualifying cash equivalents | 3 months | |||||||
Number of closed shopping centers with restricted cash that may be released | ShoppingCenter | 2 | |||||||
Provision for uncollectible amounts | $ 600,000 | $ 600,000 | $ 2,900,000 | |||||
Number of reportable operating segments | Segment | 2 | 2 | ||||||
Mortgage Loan and Unsecured Debt | Mortgages Indebtedness | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Interest paid | $ 8,800,000 | $ 20,600,000 | 41,800,000 | |||||
Capitalized interest | $ 1,100,000 | |||||||
Minimum | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Operating lease term of contract | 1 month | 1 month | ||||||
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 | 30 years | ||||||
Series A Preferred Stock | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Dividend on Preferred Shares | $ 190,000,000 | |||||||
Separation and Distribution Agreement | Series A Preferred Stock | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of shares retained in connection with agreement | shares | 1,000 | |||||||
Redeemable preferred equity | $ 190,000,000 | |||||||
Dividend on Preferred Shares | $ 190,000,000 | |||||||
Preferred shares, purchase price | $ 1 | |||||||
Puerto Rico | Minimum | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Percentage of distributed taxable income to qualify as a REIT | 90.00% | |||||||
SITE Centers Corp | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of portfolio assets in connection with spin off | PortfolioAsset | 48 | |||||||
SITE Centers Corp | U.S. | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of shopping centers subject to spin off | ShoppingCenter | 36 | |||||||
SITE Centers Corp | Puerto Rico | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of shopping centers subject to spin off | ShoppingCenter | 12 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Stock dividends | $ 18,600 | $ 28,100 | $ 17,300 |
Dividend declared, but not paid | 69,053 | 23,002 | 39,100 |
Note receivable related to disposition of shopping center | 0 | 3,000 | 0 |
Continuing Operations | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Accounts payable related to construction in progress | 0 | 100 | 1,000 |
Discontinued Operations | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Accounts payable related to construction in progress | 0 | 2,800 | 4,100 |
Assumption of buildings due to ground lease terminations (discontinued operations) | $ 2,700 | $ 0 | $ 800 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Estimated Useful Lives of Real Estate Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
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 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - COVID-19 - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unusual Risk Or Uncertainty [Line Items] | ||
Tenants amount not yet received | $ 0.5 | $ 2.7 |
Rental income recorded primarily related to contractual rents paid from tenants on cash basis and other related reserves | $ 5.1 | |
Reduction of rental income from tenants on cash basis and reserves | $ 16.6 |
Other Assets and Intangibles,_3
Other Assets and Intangibles, Net - Components of Other Assets and Intangibles (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Intangible assets: | ||
Total intangible assets, net | $ 0 | $ 7,943 |
Operating lease ROU assets | 1,098 | 1,509 |
Notes receivable(A) | 3,000 | 3,000 |
Other assets: | ||
Prepaid expenses | 511 | 2,567 |
Other assets | 109 | 200 |
Total other assets, net | 4,718 | 15,219 |
Below-market leases, net (other liabilities) | 0 | 10,064 |
In-Place Leases, Net | ||
Intangible assets: | ||
Total intangible assets, net | 0 | 3,244 |
Above-Market Leases, Net | ||
Intangible assets: | ||
Total intangible assets, net | 0 | 410 |
Lease Origination Costs, Net | ||
Intangible assets: | ||
Total intangible assets, net | 0 | 487 |
Tenant Relationships, net | ||
Intangible assets: | ||
Total intangible assets, net | $ 0 | $ 3,802 |
Other Assets and Intangibles,_4
Other Assets and Intangibles, Net - Components of Other Assets and Intangibles (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Notes receivable maturity date | Sep. 24, 2022 |
Notes receivable extension term | 6 months |
Other Assets and Intangibles,_5
Other Assets and Intangibles, Net - Summary of Amortization Expense Related to Intangibles, Including Discontinued Operations and Excluding Above and Below-Market Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Assets [Abstract] | |||
Amortization expense related to intangible assets including discontinued operations and excluding above and below market leases | $ 1,126 | $ 2,800 | $ 5,137 |
Other Assets and Intangibles,_6
Other Assets and Intangibles, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Above-Market Leases | |||
Other Assets [Line Items] | |||
Revenue | $ 0.2 | $ 0.3 | $ 0.6 |
Below-Market Leases | |||
Other Assets [Line Items] | |||
Revenue | $ 0.9 | $ 1.4 | $ 1.8 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)OptionLease | Dec. 31, 2020USD ($)Lease | Dec. 31, 2019USD ($) | |
Operating Leased Assets [Line Items] | |||
Operating lease expense | $ | $ 0.3 | $ 0.4 | $ 0.4 |
Number of operating lease | 1 | 2 | |
Number of rental property | 1 | ||
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] | |||
Number of options to extend lease term | Option | 1 | ||
Lease expiration period month and Year | 2033-11 | ||
Lease option to extend lease term | 25-year option |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease ROU Asset and Lease Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating Lease ROU Assets | $ 1,098 | $ 1,509 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets, net | Other assets, net |
Operating Lease Liabilities | $ 2,126 | $ 2,602 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Accounts payable and other liabilities | Accounts payable and other liabilities |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Weighted-Average Remaining Lease Term | 11 years 10 months 24 days | 11 years 1 month 6 days |
Weighted-Average Discount Rate | 6.90% | 6.70% |
Cash paid for amounts included in the measurement — operating cash flows from lease liabilities (in thousands) | $ 198 | $ 414 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities under ASC 842 (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 207 | |
2023 | 217 | |
2024 | 228 | |
2025 | 239 | |
2026 | 251 | |
Thereafter | 2,088 | |
Total lease payments | 3,230 | |
Less imputed interest | (1,104) | |
Total | $ 2,126 | $ 2,602 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Revenues from Rental Properties (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 6,206 |
2023 | 6,068 |
2024 | 4,991 |
2025 | 1,685 |
2026 | 652 |
Thereafter | 1,003 |
Total | $ 20,605 |
Indebtedness - Mortgage Loan -
Indebtedness - Mortgage Loan - Additional Information (Details) | Mar. 11, 2019USD ($)Option | Mar. 31, 2021 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | ||||
Mortgage loan, net carrying value | $ 0 | $ 258,795,000 | ||
Mortgage Loan | ||||
Debt Instrument [Line Items] | ||||
Debt outstanding | $ 0 | |||
Mortgage loan, gross | 354,200,000 | |||
Net unamortized debt issuance costs | 9,700,000 | |||
Mortgage loan, net carrying value | $ 344,500,000 | |||
Mortgage loan, interest rate | 4.10% | |||
Mortgage Loan | Promissory Notes | ||||
Debt Instrument [Line Items] | ||||
Debt outstanding | $ 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 | |||
Extended debt instrument maturity date | Mar. 9, 2022 | |||
Debt instrument extension period exercised | 1 year |
Indebtedness - Credit Agreement
Indebtedness - Credit Agreement - Additional Information (Details) - Revolving Credit Agreement - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2021 | |
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 | 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 terminated in accordance with the terms of the Revolving Credit Agreement. |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 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 |
Redeemable Preferred Equity a_3
Redeemable Preferred Equity and Common Shares - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Oct. 31, 2021 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | Dec. 31, 2020 | |
Class Of Stock [Line Items] | ||||||
Common shares, cash dividend paid | $ 22.04 | |||||
Common shares, cash dividend declared | $ 3.27 | |||||
Dividend payable date | Jan. 18, 2022 | |||||
Common shares, withholding tax not subject to Puerto Rico | 10.00% | 10.00% | ||||
Common shares, withholding tax | 10.00% | 10.00% | 10.00% | |||
Common stock aggregate percentage of dividend paid in cash | 10.00% | 20.00% | 20.00% | |||
Percentage of distributions permitted in stock | 90.00% | |||||
Preferred Shares | ||||||
Class Of Stock [Line Items] | ||||||
Distribution on preferred shares | $ 190,000,000 | |||||
Preferred shares, aggregate purchase price | $ 1 |
Redeemable Preferred Equity a_4
Redeemable Preferred Equity and Common Shares - Schedule of Dividends Paid (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
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 | $ 6.7 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands, ft² in Millions | Jul. 31, 2019USD ($) | Aug. 31, 2019USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2017ft²ShoppingCenter |
Contingencies And Commitments [Line Items] | |||||||||
Restricted cash property damage settlements with other related insurance claim escrows released | $ 37,200 | ||||||||
Hurricane property insurance proceeds | $ 0 | $ 0 | $ 107,691 | ||||||
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 | ||||||||
Proceeds from tenant related to restoration of space | 3,000 | ||||||||
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 |
Impairment Charges - Summary of
Impairment Charges - Summary of Impairment Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Impairment charges | $ 81,060 | $ 61,155 | $ 4,480 |
Impairment charges | 1,573 | 54,370 | 75,590 |
Impairment charges | 82,633 | 115,525 | 80,070 |
Puerto Rico Properties | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Impairment charges | 81,060 | 61,155 | 4,480 |
Continental United States | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Impairment charges | $ 1,573 | $ 54,370 | $ 75,590 |
Impairment Charges - Impairment
Impairment Charges - Impairment Charges Measured at Fair Value on Non-Recurring Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | 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 | $ 82,633 | $ 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 | 467,400 | 412,000 | 367,300 |
Long-lived assets held and used, Total Impairment Charges | 82,600 | 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 |
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 |
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 | $ 467,400 | $ 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, 2021 | 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 | $ 467.4 | $ 412 | $ 367.3 |
Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Long-lived assets held and used | 467.4 | 412 | $ 367.3 |
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 | $ 467.4 | 122.2 | |
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 | ||
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% | ||
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% | ||
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 | Discounted Cash Flow | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Long-lived assets held and used | $ 84.5 | ||
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% | ||
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% | ||
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% | ||
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% | ||
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% |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) ft² in Millions, $ in Millions | Jul. 01, 2018PortfolioAssetSegment | Dec. 31, 2020PortfolioAsset | Sep. 30, 2021USD ($)ft²PortfolioAsset | Jun. 30, 2021PortfolioAsset | Jun. 30, 2021Segment | Dec. 31, 2020Segment |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||
Number of reportable operating segments | Segment | 2 | 2 | ||||
Discontinued Operations | ||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||
Number of reportable operating segments | Segment | 2 | |||||
Puerto Rico | Discontinued Operations | ||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||
Number of assets sold | PortfolioAsset | 1 | 9 | 2 | |||
GLA of properties | ft² | 3.5 | |||||
Gross sales price | $ | $ 550 | |||||
Net proceeds from sale of real estate | $ | $ 539 | |||||
Number of properties owned | PortfolioAsset | 12 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Assets and Liabilities Related to Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 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 - Sch_2
Discontinued Operations - Schedule of Operating Results Related to Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Rental operation expenses: | |||
Impairment charges | $ 81,060 | $ 61,155 | $ 4,480 |
Other income (expense): | |||
(Loss) income from discontinued operations | (44,074) | (50,613) | 107,135 |
Puerto Rico | |||
Revenues: | |||
Rental income | 64,224 | 89,033 | 98,521 |
Business interruption income | 7,675 | ||
Other income | 38 | 976 | |
Total revenue from discontinued operations | 64,224 | 89,071 | 107,172 |
Rental operation expenses: | |||
Operating and maintenance | 19,349 | 29,343 | 25,598 |
Real estate taxes | 2,827 | 4,795 | 4,930 |
Property and asset management fees | 9,563 | 10,083 | 10,093 |
Impairment charges | 81,060 | 61,155 | 4,480 |
Hurricane property insurance income, net | (79,391) | ||
Depreciation and amortization | 16,503 | 28,658 | 29,760 |
Total rental operation expenses | 129,302 | 134,034 | (4,530) |
Other income (expense): | |||
Interest expense, net | (2,055) | (4,408) | (3,310) |
Debt extinguishment costs | (1,951) | (49) | (1,143) |
Other income, net | 197 | 251 | |
Gain (loss) on disposition of real estate | 24,946 | (910) | |
Total other income (expense) | 21,137 | (5,116) | (4,453) |
(Loss) income from discontinued operations before tax expense | (43,941) | (50,079) | 107,249 |
Tax expense | (133) | (534) | (114) |
(Loss) income from discontinued operations | $ (44,074) | $ (50,613) | $ 107,135 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Cash Flow Data Related to Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Discontinued Operations And Disposal Groups [Abstract] | |||
Depreciation and amortization | $ 16,503 | $ 28,658 | $ 29,760 |
Amortization and write-off of below-market leases, net | 210 | 316 | 316 |
Impairment charges | 81,060 | 61,155 | 4,480 |
Assumption of buildings due to ground lease terminations | 2,660 | 0 | 830 |
Real estate improvements to operating real estate | $ 4,452 | $ 18,528 | $ 66,570 |
Transactions with SITE Center_2
Transactions with SITE Centers - Summary of Fees and Other Amounts Charged (Details) - SITE Centers Corp - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Property management fees | $ 8,687 | $ 9,959 | $ 11,360 |
Asset management fees | 6,782 | 8,653 | 10,497 |
Leasing commissions | 1,687 | 2,755 | 3,151 |
Maintenance services and other | 883 | 1,474 | 1,469 |
Disposition fees | 9,336 | 3,142 | 3,352 |
Credit facility guaranty and debt refinancing fees | 60 | 60 | 1,860 |
Legal fees | 455 | 361 | 663 |
Total fees and other amount charges | $ 27,890 | $ 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 | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 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% | |
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% | |
Average percent of outstanding loans required to be paid | 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. 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. Credit facility guaranty fees are included within Interest Expense on the consolidated statements of operations (Note 5). |
Transactions with SITE Center_4
Transactions with SITE Centers - Additional Information (Details) - New Management Agreement | Dec. 15, 2021USD ($)$ / ft² |
Crossroads Center | |
Related Party Transaction [Line Items] | |
Monthly property management fee | $ 22,000 |
Leasing commission payment price per square foot for initial lease term | $ / ft² | 4 |
Leasing commission payment price per square foot in connection with each negotiated renewal or extension | $ / ft² | 2 |
Disposition fee payment, gross sales price percentage | 1.00% |
Maximum additional incentive payment upon completion of sale | $ 500,000 |
For Calendar Year 2022 | |
Related Party Transaction [Line Items] | |
Annual asset management fee payable for services rendered in connection with corporate management | 500,000 |
Commencing on January 1, 2023 until the End of the Calendar Quarter in which the Company's Shares are Deregistered | |
Related Party Transaction [Line Items] | |
Annual asset management fee payable for services rendered in connection with corporate management | 300,000 |
Commencing from the Calendar Quarter Immediately Following the Calendar Quarter in which the Company's Shares are Deregistered | |
Related Party Transaction [Line Items] | |
Annual asset management fee payable for services rendered in connection with corporate management | $ 100,000 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Net (Loss) 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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Continuing Operations: | |||
Net income (loss) attributable to common shareholders | $ 26,375 | $ (42,941) | $ (60,386) |
Less: Earnings attributable to unvested shares | 0 | (16) | (52) |
Net income (loss) attributable to common shareholders after allocation to participating securities | 26,375 | (42,957) | (60,438) |
Discontinued Operations: | |||
(Loss) income from discontinued operations after allocation to participating securities | (44,074) | (50,613) | 107,135 |
Total | $ (17,699) | $ (93,570) | $ 46,697 |
Denominators – Number of Shares | |||
Basic and Diluted—Average shares outstanding | 21,062 | 19,806 | 19,008 |
Basic and Diluted Earnings Per Share: | |||
Income (loss) from continuing operations | $ 1.25 | $ (2.17) | $ (3.18) |
(Loss) income from discontinued operations | (2.09) | (2.55) | 5.64 |
Net (loss) income | $ (0.84) | $ (4.72) | $ 2.46 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restricted Share Units | Outside Directors | |||
Earnings Per Share Basic [Line Items] | |||
Anti-dilutive shares excluded from computation of diluted income (loss) per share | 0 | 13,476 | 25,528 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | Aug. 22, 2018 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
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 | $ 0.6 | $ 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) - TRS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Before Income Taxes [Line Items] | |||
Book income (loss) before income taxes | $ 23,018 | $ (17,973) | $ 740 |
Current | 44 | 593 | 0 |
Deferred | 0 | 0 | 0 |
Total income tax expense | $ 44 | $ 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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Expense Benefit [Line Items] | |||
Other | $ 4,511 | $ (11,384) | $ 1,724 |
TRS | |||
Income Tax Expense Benefit [Line Items] | |||
Statutory Rate | 21.00% | 21.00% | 21.00% |
Statutory rate applied to pre-tax (loss) income | $ 4,834 | $ (3,774) | $ 155 |
State tax expense net of federal benefit | 35 | 469 | 0 |
Deferred tax impact of transferred assets | 0 | (12,345) | 0 |
Valuation allowance increase based on transferred assets | 0 | 12,345 | 0 |
Deferred tax impact from merger of TRS | 57,418 | 0 | 0 |
Valuation allowance decrease from merger of TRS | (57,418) | 0 | 0 |
Valuation allowance increase (decrease) - other deferred | (4,825) | 4,416 | (1,909) |
Other | 0 | (518) | 1,754 |
Total expense | $ 44 | $ 593 | $ 0 |
Effective tax rate | 0.19% | (3.30%) | 0.00% |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) - TRS $ in Thousands | Dec. 31, 2020USD ($) |
Income Tax Expense Benefit [Line Items] | |
Deferred tax assets | $ 60,240 |
Deferred tax liabilities | (2,522) |
Valuation allowance | (57,718) |
Net deferred tax asset | $ 0 |
Income Taxes - Summary of Def_2
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Parenthetical) (Details) $ in Millions | Dec. 31, 2020USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss | $ 8.6 |
GAAP tax basis difference | $ 48.9 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of GAAP Net Income Attributable to Taxable (Loss) Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
GAAP net (loss) income attributable to RVI | $ (17,699) | $ (93,554) | $ 46,749 |
Plus: Book depreciation and amortization | 21,662 | 39,561 | 64,487 |
Less: Tax depreciation and amortization | (17,239) | (36,418) | (59,696) |
Book/tax differences on losses from capital transactions | (341,677) | (97,567) | (6,789) |
Deferred income | (1,245) | (4,538) | (154) |
TRS equity investment | (23,018) | 18,567 | (740) |
Impairment charges | 81,060 | 78,555 | 56,090 |
Nontaxable insurance proceeds | 0 | 0 | (80,007) |
Miscellaneous book/tax differences, net | (4,511) | 11,384 | (1,724) |
Taxable (loss) income subject to the 90% dividend requirement | $ (302,667) | $ (84,010) | $ 18,216 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of GAAP Net Income Attributable to Taxable Income (Loss) (Parenthetical) (Details) | 12 Months Ended | ||
Dec. 31, 2021 | 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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Dividends paid | $ 678,424 | $ 39,057 | $ 24,005 |
Less: Dividends designated to prior year | 0 | (39,057) | (22,343) |
Plus: Dividends designated from the following year | 69,053 | 0 | 39,057 |
Less: Return of capital | (747,477) | 0 | (22,503) |
Dividends paid deduction | $ 0 | $ 0 | $ 18,216 |
Segment Information - Additiona
Segment Information - Additional Information (Details) - Segment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
Number of reportable operating segments | 2 | 2 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||
Jan. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | |
Subsequent Event [Line Items] | |||
Common shares, cash dividend declared | $ 3.27 | ||
Dividend payable date | Jan. 18, 2022 | ||
Common shares, withholding tax not subject to Puerto Rico | 10.00% | 10.00% | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Aggregate dividend paid to common shares | $ 69.1 |
SCHEDULE II - Valuation and Q_2
SCHEDULE II - Valuation and Qualifying Accounts and Reserves (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for Uncollectible Accounts | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 3,431 | $ 3,628 | $ 11,103 |
Charged to Expense | 765 | 1,581 | 430 |
Deductions | 3,612 | 1,778 | 7,905 |
Balance at End of Period | 584 | 3,431 | 3,628 |
Valuation Allowance for Deferred Tax Assets | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 57,718 | 40,958 | 42,867 |
Charged to Expense | 0 | 16,760 | 0 |
Deductions | 57,718 | 0 | 1,909 |
Balance at End of Period | $ 0 | $ 57,718 | $ 40,958 |
SCHEDULE III - Summary of Real
SCHEDULE III - Summary of Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Real Estate And Accumulated Depreciation [Line Items] | ||||
Total Cost | $ 59,521 | $ 1,565,435 | $ 2,057,820 | $ 2,451,438 |
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 | 59,521 | |||
Total Cost | 59,521 | |||
Accumulated Depreciation | 36,195 | |||
Total Cost, Net of Accumulated Depreciation | $ 23,326 |
SCHEDULE III - Summary of Rea_2
SCHEDULE III - Summary of Real Estate and Accumulated Depreciation (Parenthetical) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Real Estate And Accumulated Depreciation [Line Items] | |
Tax cost basis of assets, gross | $ 59.6 |
Tax cost basis of assets, net | $ 35.8 |
Buildings | |
Real Estate And Accumulated Depreciation [Line Items] | |
Useful lives | 31 years 6 months |
Building Improvements and Fixtures | Minimum | |
Real Estate And Accumulated Depreciation [Line Items] | |
Useful lives | 3 years |
Building Improvements and Fixtures | Maximum | |
Real Estate And Accumulated Depreciation [Line Items] | |
Useful lives | 20 years |
Tenant Improvements | |
Real Estate And Accumulated Depreciation [Line Items] | |
Useful lives description | Shorter of economic life or lease terms |
SCHEDULE III - Summary of Chang
SCHEDULE III - Summary of Changes in Total Real Estate Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |||
Balance at beginning of period | $ 1,565,435 | $ 2,057,820 | $ 2,451,438 |
Improvements | 10,444 | 20,762 | 68,518 |
Adjustments of property carrying values | (82,633) | (115,525) | (80,070) |
Disposals | (1,433,725) | (397,622) | (382,066) |
Balance at end of period | $ 59,521 | $ 1,565,435 | $ 2,057,820 |
SCHEDULE III - Summary of Accum
SCHEDULE III - Summary of Accumulated Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |||
Balance at beginning of period | $ 593,691 | $ 670,509 | $ 704,401 |
Depreciation for the period | 32,594 | 54,252 | 69,461 |
Disposals | (590,090) | (131,070) | (103,353) |
Balance at end of period | $ 36,195 | $ 593,691 | $ 670,509 |