Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 15, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
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 | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 21,117,150 | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | true | ||
Entity Public Float | $ 21.5 | ||
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 | None. |
CONSOLIDATED STATEMENT OF NET A
CONSOLIDATED STATEMENT OF NET ASSETS (Liquidation Basis) $ in Thousands | Dec. 31, 2022 USD ($) |
Assets [Abstract] | |
Cash and cash equivalents | $ 9,098 |
Accounts receivable, net | 51 |
Total assets | 9,149 |
Liabilities [Abstract] | |
Liability for estimated wind-up expenses | 2,951 |
Accounts payable and other liabilities | 378 |
Total liabilities | 3,329 |
Commitments and contingencies (Note 1) | |
Net assets in liquidation | $ 5,820 |
CONSOLIDATED BALANCE SHEETS (Go
CONSOLIDATED BALANCE SHEETS (Going-Concern Basis) $ in Thousands | Dec. 31, 2021 USD ($) |
Assets | |
Buildings | $ 51,261 |
Fixtures and tenant improvements | 8,260 |
Total real estate rental property | 59,521 |
Less: Accumulated depreciation | (36,195) |
Total real estate assets, net | 23,326 |
Cash and cash equivalents | 110,470 |
Restricted cash | 1,993 |
Accounts receivable | 3,891 |
Other assets, net | 4,718 |
Total assets | 144,398 |
Liabilities and Equity | |
Accounts payable and other liabilities | 8,331 |
Dividends payable | 69,053 |
Total liabilities | 77,384 |
Commitments and contingencies (Note 1) | |
Retail Value Inc. shareholders' equity | |
Common shares, with par value, $0.10 stated value; 200,000,000 shares authorized; 21,117,748 shares issued at December 31, 2021 | 2,112 |
Additional paid-in capital | 740,517 |
Accumulated distributions in excess of net loss | (675,602) |
Less: Common shares in treasury at cost: 598 shares at December 31, 2021 | (13) |
Total equity | 67,014 |
Total liabilities and equity | $ 144,398 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Going-Concern Basis) (Parenthetical) | Dec. 31, 2021 $ / shares shares |
Statement Of Financial Position [Abstract] | |
Common shares, par value | $ / shares | $ / shares | $ 0.10 |
Common shares, shares authorized | 200,000,000 |
Common shares, shares issued | 21,117,748 |
Treasury common shares | 598 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS (Liquidation Basis) $ in Thousands | 8 Months Ended |
Dec. 31, 2022 USD ($) | |
Changes In Net Assets In Liquidation Basis [Abstract] | |
Net assets in liquidation, beginning of period | $ 35,636 |
Remeasurement of assets and liabilities | 1,226 |
Distributions to common shareholders | (31,042) |
Net assets in liquidation, end of period | $ 5,820 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Going-Concern Basis) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from operations: | |||
Rental income | $ 2,653 | $ 55,603 | $ 80,692 |
Other income | 2 | 55 | 45 |
Total revenue from operations | 2,655 | 55,658 | 80,737 |
Rental operation expenses: | |||
Operating and maintenance | 384 | 7,286 | 11,460 |
Real estate taxes | 48 | 8,966 | 15,957 |
Property and asset management fees | 755 | 5,906 | 8,529 |
Impairment charges | 0 | 1,573 | 54,370 |
General and administrative | 829 | 3,577 | 3,612 |
Depreciation and amortization | 675 | 17,217 | 28,395 |
Total rental operation expenses | 2,691 | 44,525 | 122,323 |
Other income (expense): | |||
Interest expense, net | 0 | (7,899) | (18,334) |
Debt extinguishment costs | 0 | (6,307) | (5,873) |
Gain on disposition of real estate, net | 16,961 | 29,596 | 23,710 |
Total other income (expense) | 16,961 | 15,390 | (497) |
Income (loss) before tax expense | 16,925 | 26,523 | (42,083) |
Tax expense | (49) | (148) | (858) |
Income (loss) from continuing operations | 16,876 | 26,375 | (42,941) |
Income (loss) from discontinued operations | 764 | (44,074) | (50,613) |
Net income (loss) | 17,640 | (17,699) | (93,554) |
Comprehensive income (loss) | $ 17,640 | $ (17,699) | $ (93,554) |
Basic earnings per share data: | |||
Income (loss) from continuing operations, basic | $ 0.80 | $ 1.25 | $ (2.17) |
Income (loss) from discontinued operations, basic | 0.04 | (2.09) | (2.55) |
Net income (loss), Basic | 0.84 | (0.84) | (4.72) |
Diluted earnings per share data: | |||
Income (loss) from continuing operations, diluted | 0.80 | 1.25 | (2.17) |
Income (loss) from discontinued operations, diluted | 0.04 | (2.09) | (2.55) |
Net income (loss), Diluted | $ 0.84 | $ (0.84) | $ (4.72) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (Going-Concern Basis) - USD ($) shares in Thousands, $ in Thousands | Total | Common Shares | Additional Paid-in Capital | Accumulated Distributions in excess of Net (Loss) Income | Treasury Stock at Cost |
Beginning Balance at Dec. 31, 2019 | $ 687,903 | $ 1,905 | $ 692,871 | $ (6,857) | $ (16) |
Beginning Balance, Shares at Dec. 31, 2019 | 19,052 | ||||
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 | ||||
Dividends declared | (44,980) | (44,980) | |||
Net income (loss) | 17,640 | 17,640 | |||
Ending Balance at Apr. 30, 2022 | $ 39,674 | $ 2,112 | $ 740,517 | $ (702,942) | $ (13) |
Ending Balance, Shares at Apr. 30, 2022 | 21,118 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Going-Concern Basis) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flow from operating activities: | |||
Net income (loss) | $ 17,640 | $ (17,699) | $ (93,554) |
Adjustments to reconcile net income (loss) to net cash flow provided by operating activities: | |||
Depreciation and amortization | 675 | 33,720 | 57,053 |
Amortization and write-off of above- and below-market leases, net | 0 | (676) | (1,092) |
Amortization and write-off of debt issuance costs | 0 | 9,800 | 8,878 |
Gain on disposition of real estate, net | (16,965) | (54,542) | (22,800) |
Impairment charges | 0 | 82,633 | 115,525 |
Assumption of buildings due to ground lease terminations | 0 | (2,660) | 0 |
Net change in accounts receivable | 1,862 | 10,467 | (4,026) |
Net change in accounts payable and other liabilities | (1,279) | (9,066) | (5,998) |
Net change in other operating assets | 1,166 | 9,764 | (2,328) |
Total adjustments | (14,541) | 79,440 | 145,212 |
Net cash flow provided by operating activities | 3,099 | 61,741 | 51,658 |
Cash flow from investing activities: | |||
Real estate improvements to operating real estate | (864) | (10,715) | (22,881) |
Proceeds from disposition of real estate | 37,060 | 902,728 | 291,816 |
Net cash flow provided by investing activities | 36,196 | 892,013 | 268,935 |
Cash flow from financing activities: | |||
Repayment of mortgage debt, including repayment costs | 0 | (354,202) | (320,128) |
Payment of debt issuance costs | 0 | (74) | 0 |
Dividend paid on redeemable preferred equity | 0 | (190,000) | 0 |
Dividends paid | (69,053) | (469,803) | (10,970) |
Net cash flow used for financing activities | (69,053) | (1,014,079) | (331,098) |
Net decrease in cash, cash equivalents and restricted cash | (29,758) | (60,325) | (10,505) |
Cash, cash equivalents and restricted cash, beginning of period | 112,463 | 172,788 | 183,293 |
Cash, cash equivalents and restricted cash, end of period | $ 82,705 | $ 112,463 | $ 172,788 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Nature of Business Retail Value Inc. and its related consolidated real estate subsidiaries (which were merged out of existence in connection with the sale of RVI’s real estate assets) (collectively, the “Company” or “RVI”) were formed in December 2017 as a wholly-owned subsidiary of SITE Centers Corp. ("SITE Centers" or the "Manager”). On July 1, 2018, the date of its separation from SITE Centers into a separate publicly traded company, the Company owned and operated a portfolio of 48 retail shopping centers, comprised of 36 continental U.S. assets and 12 Puerto Rico assets. On April 12, 2022, RVI completed the sale of its last real estate asset and no longer owns an interest in any real property. On June 30, 2022, the Company filed a certificate of dissolution with the Secretary of State of the State of Ohio. Pursuant to the Ohio Revised Code, the Company will continue to exist for a period of five years following the filing of the certificate of dissolution for the purpose of paying, satisfying and discharging any unknown or contingent claims or any debts or other obligations, collecting and distributing its assets, and doing all other acts required to liquidate and wind-up its business and affairs. In connection with the filing of the certificate of dissolution and in recognition of the substantial completion of the Company's original strategy, the Company's independent directors resigned from the Company's Board of Directors on July 1, 2022, and the Board of Directors is now comprised exclusively of management directors. The Company, its subsidiaries and the Manager entered into a new External Management Agreement, effective January 1, 2022 (the “New Management Agreement”), which compensated the Manager for property management, leasing services and disposition efforts for Crossroads Center (prior to its sale on April 12, 2022) and compensates the Manager for corporate services in connection with the wind-up of the Company’s business. SITE Centers provides RVI with day-to-day management, as the Company does not have any employees. Use of Estimates in Preparation of Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”), including liquidation accounting discussed below, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the year. Subsequent to the adoption of the liq uidation basis of accounting, the Company is required to estimate all costs expected to be incurred through the end of liquidation, including the estimated amount of cash the Company expects to collect on its remaining receivables. Actual results could differ from those estimates. Cash and Cash Equivalents 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. Income Taxes Through December 31, 2022, the Company had made an election to qualify, and believed it had operated so as to qualify, as a Real Estate Investment Trust (“REIT”) for federal income tax purposes. Accordingly, the Company generally should 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 satisfied certain other requirements. Effective January 1, 2023, the Company elected to surrender its REIT status in connection with the ongoing wind-up of its operations and in recognition that the nature of the Company’s remaining operations makes future compliance with REIT requirements impracticable. 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, 2022, the Company recognized no material adjustments regarding its tax accounting treatment for uncertain tax provisions. As of December 31, 2022, the tax years that remain subject to examination by the major tax jurisdictions under applicable statutes of limitations are the year 2019 and forward. Legal Matters The Company is subject to a variety of legal actions for personal injury with respect to its former properties, most of which are covered by insurance. While the resolution of 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. Post-Liquidation Basis of Accounting Basis of Presentation In connection with the sale of Crossroads Center, the Company’s last property, on April 12, 2022, the Company adopted the liquidation basis of accounting, in accordance with U.S. GAAP, effective May 1, 2022, which was the beginning of the fiscal month after the sale date. Accordingly, on May 1, 2022, the carrying value of the Company’s assets was adjusted to their estimated liquidation value, which represents the estimated amount of cash that the Company will collect on settlement of its assets and liabilities as it carries out the liquidation activities. The liquidation basis of accounting is appropriate when the liquidation of a company appears imminent, and the net realizable value of its assets is reasonably determinable. Under this basis of accounting, assets and liabilities are stated at their net realizable value (or liquidation value) and estimated costs through the liquidation date are accrued to the extent reasonably determinable. The Company accrued expenses that it expects to incur as it carries out its liquidation activities to the extent it has a reasonable basis for estimation. The Company expects to incur general and administrative expenses associated with the winding up and dissolution of the Company (i.e., fees to SITE Centers under the New Management Agreement, professional fees (auditing and legal expenses), insurance premiums, vendor expenses and costs to resolve and streamline the Company’s subsidiaries and corporate structure.) Actual expense incurred may differ from amounts reflected in the financial statements due to the inherent uncertainty in estimating future events. These differences could be material (Note 3). Actual costs incurred but unpaid as of December 31, 2022, are included in Accounts Payable and Other Liabilities in the Consolidated Statement of Net Assets. Other changes in estimates of receivables or liabilities are recorded as Remeasurement of Assets and Liabilities in the Consolidated Statement of Changes in Net Assets. As a result of the change to the liquidation basis of accounting, the Company no longer presents a Consolidated Balance Sheet, a Consolidated Statement of Operations and Comprehensive Income, a Consolidated Statement of Equity or a Consolidated Statement of Cash Flows. These statements are only presented for prior periods. Accounts Receivable In connection with the transition to the liquidation basis of accounting, the Company adjusted the expected amount to be collected from its accounts receivable by $ 0.9 million (Note 4). Accounts receivable are presented at their expected collectable amount. The estimate of collectability of outstanding receivables requires judgment and complex and extensive assumptions. T he Company reviews its outstanding accounts receivable individually by tenant account for collectability and considers assumptions such as the terms of the underlying lease, litigation status and former business segment (i.e., continental U.S. vs. Puerto Rico). Smaller individual balances and ancillary income accounts are generally expected to be collected at a rate of 30 % and 10 % of the outstanding amount, respecti vely. While the Company is working to maximize payment, collection of past due amounts is not guaranteed. Distributions The amount and timing of distributions to shareholders involve risks and uncertainties. Accordingly, it is not possible to predict the timing and aggregate amount that will ultimately be distributed to shareholders and no assurance can be given that the distributions will equal or exceed the estimate of net assets presented in the Consolidated Statement of Net Assets. Pre-Liquidation Basis of Accounting Principles of Consolidation The consolidated financial statements include the results of the Company and all entities in which the Company had a controlling interest. All significant intercompany balances and transactions have been eliminated in consolidation. Accounts Receivable The Company made 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 was reduced for amounts the Company believed were not probable of being collected. The Company analyzed 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 evaluated 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 made 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 have exceeded 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 exclude estimated amounts not probable of being collected, including contract disputes, of $ 0.6 million at December 31, 2021. Disposition of Real Estate Sales of nonfinancial assets, such as real estate, are recognized when control of the asset transfers to the buyer, which occurs 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 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 was 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 were 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 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 were recognized in the period the related expenses were incurred. • Lease termination payments, which were 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 were recognized in the period earned. For those tenants where the Company was 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 was recognized from such tenants once they were 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): Four Months Ended April 30, For the Year Ended December 31, 2022 2021 2020 Dividend declared, but not paid $ 45.0 $ 69.1 $ 23.0 Stock dividends — 18.6 28.1 Note receivable related to disposition of shopping center — — 3.0 Assumption of buildings due to ground lease terminations — 2.7 — Accounts payable related to construction in progress — — 0.1 Accounts payable related to construction in progress — — 2.8 Real Estate Real estate assets 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 were assessed periodically and account for any revisions, which are not material for the periods presented. Expenditures for maintenance and repairs were charged to operations as incurred. Significant expenditures that improve or extend the life of the asset were capitalized. Real Estate Impairment Assessment Individual real estate assets and intangibles were 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. Aggregate impairment charges, including those classified within discontinued operations, related to real estate assets were $ 82.6 million and $ 115.5 million for the years ended December 31, 2021 and 2020, respectively (Note 8). Interest and Real Estate Taxes Interest paid on the Company’s mortgage indebtedness for the years ended December 31, 2021 and 2020, aggregated $ 8.8 million and $ 20.6 million, respectively. Interest and real estate taxes incurred relating to the construction, expansion or redevelopment of shopping centers were 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. In connection with the sale of the Company’s remaining Puerto Rico properties in the third quarter of 2021, the Company fully repaid the entire balance of its mortgage loan. Accordingly, the lender released all remaining collateral and restricted cash balances. The Company had no mortgage debt outstanding at December 31, 2021. Treasury Shares The Company’s share repurchases were reflected as treasury shares utilizing the cost method of accounting and are presented as a reduction to consolidated shareholders’ equity. 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 represented 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 that arose from the lease. Operating lease ROU assets and liabilities were recognized at the commencement date based on the present value of lease payments over the term of the lease. Lease expense for lease payments were recognized on a straight-line basis over the lease term. Fair Value Hierarchy The standard Fair Value Measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). The following summarizes the fair value hierarchy: 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, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 2. Revenue Recognition 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. The COVID-19 pandemic had a significant impact on the Company’s collection of rents from April 2020 through the end of 2020. The Company's tenants have repaid deferred rents relating to prior periods. 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 by 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. |
Liability for Estimated Wind-Up
Liability for Estimated Wind-Up Expenses in Excess of Estimated Income During Liquidation | 12 Months Ended |
Dec. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Liability for Estimated Wind-Up Expenses in Excess of Estimated Income During Liquidation | 3. Liability for Estimated Wind-Up Expenses in Excess of Estimated Income During Liquidation The liquidation basis of accounting requires the Company to estimate net cash flows primarily from the collection of receivables and to accrue all costs associated with winding up the remaining operations of the Company and complying with regulatory requirements (when such costs can be reasonably estimated). As the basis for such estimates, in accordance with Ohio law, the Company expects to continue to exist for a period of five years following the filing of the certificate of dissolution with the Secretary of State of the State of Ohio, which occurred on June 30, 2022 (“Liquidation Period”). The Company currently estimates that it will have enough assets to cover the expenses during the Liquidation Period. These amounts can vary significantly due to, among other things, the timing and amounts of accounts receivable collected and contingent liabilities paid and the costs associated with the winding up of the Company. Certain of these amounts, including costs associated with the Company’s current requirement to comply with the applicable reporting requirements of the Exchange Act, are estimated and are anticipated to be paid out over the Liquidation Period. Upon transition to the liquidation basis of accounting on May 1, 2022, the Company accrued $ 4.9 million of estimated general and administrative expenses expected to be incurred and paid out during the Liquidation Period (Note 4). In addition, the Company did not record any liability for potential breach of representation claims related to the sale agreement governing the Company's final real estate disposition. This potential liability was capped at approximately $ 0.8 million. The survival period for this contingent liability expired in January 2023 and no payments were made. The decrease in net assets in liquidation for the period May 1, 2022 through December 31, 2022, was primarily due to the payment of common share dividends to shareholders of $ 31.0 million and the payment of additional expenses associated with the wind-up of the Company's operations partially offset by payments received that were in excess of estimated receivables or were not anticipated. The change in the liability for estimated costs during the Liquidation Period as of December 31, 2022 is as follows (in thousands): Period from May 1, 2022 through December 31, 2022 General and administrative expenses, beginning of period $ 5,671 Payments ( 2,893 ) Remeasurement of wind-up expenses 173 General and administrative expenses, end of period $ 2,951 |
Net Assets in Liquidation
Net Assets in Liquidation | 12 Months Ended |
Dec. 31, 2022 | |
Net Assets Liquidation [Abstract] | |
Net Assets in Liquidation | 4. Net Assets in Liquidation The following is a reconciliation of Total Equity as of April 30, 2022 to net assets in liquidation under the liquidation basis of accounting (in thousands): Total equity as of April 30, 2022 $ 39,674 Increase due to collectability of accounts receivable 921 Decrease due to the write-off of prepaid expenses ( 242 ) Change in receivables and other payables, net 133 Estimated wind-up expenses ( 4,850 ) Estimated value of net assets in liquidation as of May 1, 2022 $ 35,636 |
Other Assets and Intangibles
Other Assets and Intangibles | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Other Assets and Intangibles | 5. Other Assets and Intangibles Other Assets consisted of the following (in thousands): December 31, 2021 Operating lease ROU assets $ 1,098 Note receivable (A) 3,000 Other assets: Prepaid expenses 511 Other assets 109 Total other assets $ 4,718 (A) Repaid in accordance with its terms in 2022. Above-market leases, including those classified within discontinued operations, were recorded as contra revenue of $ 0.2 million and $ 0.3 million for the years ended December 31, 2021 and 2020, respectively. Revenue was recorded for below-market leases, including those classified within discontinued operations, of $ 0.9 million and $ 1.4 million for the years ended December 31, 2021 and 2020, respectively. These items are included in Rental Income within the consolidated statements of operations (excluding activity associated with discontinued operations). Amortization expense related to the Company's intangibles, including those classified within discontinued operations and excluding above- and below-market leases, was $ 1.1 million and $ 2.8 million for the years ended December 31, 2021 and 2020, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 6. Leases Operating lease expenses, including straight-line expense, included in Operating and Maintenance Expense for the Company’s ground leases, aggregated $ 0.1 million, $ 0.3 million and $ 0.4 million for the four months ended April 30, 2022 and the years ended December 31, 2021 and 2020, respectively. The operating lease ROU asset and operating lease liability included in the Company’s consolidated balance sheet as of December 31, 2021 were $ 1.1 million and $ 2.1 million, respectively. The one operating lease at December 31, 2021 had a weighted-average remaining lease term of 11.9 years and a weighted-average discount rate of 6.9 %. The cash paid for amounts included in the measurement for operating cash flows from lease liabilities was $ 0.1 million and $ 0.2 million for the four months ended April 30, 2022 and the year ended December 31, 2021, respectively. |
Common Shares
Common Shares | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Common Shares | 7. Common Shares Cash Dividends The Board of Directors of the Company declared and paid cash dividends as follows: Declaration Date Paid Date Amount Aggregate September 2022 October 2022 $ 0.31 $ 6.5 June 2022 July 2022 1.16 24.5 April 2022 May 2022 2.13 45.0 December 2021 January 2022 3.27 69.1 October 2021 October 2021 22.04 465.4 Total $ 28.91 $ 610.5 The common share dividends listed above 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 and November 2019, the Board of Directors of the Company declared dividends on the Company’s common shares, which were paid in January 2021 and January 2020, 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. 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 Dividends declared per share $ 1.16 $ 2.05 Volume-weighted average trading price per share $ 14.8492 $ 36.7839 Common shares issued 1,253,988 763,884 Cash paid (in millions) $ 4.4 $ 11.0 |
Impairment Charges
Impairment Charges | 12 Months Ended |
Dec. 31, 2022 | |
Asset Impairment Charges [Abstract] | |
Impairment Charges | 8. 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 Puerto Rico properties (A) $ 81,060 $ 61,155 Continental U.S. properties (B) 1,573 54,370 Total impairment charges $ 82,633 $ 115,525 (A) Triggered by a change in the hold period assumptions. (B) Triggered by assets held for sale, 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. During the four months ended April 30, 2022, the Company recorded no impairment charges. The fair market value of real estate that was impaired was measured on a fair value basis of $ 467.4 million and $ 412.0 million at December 31, 2021 and 2020, respectively. The Company estimated the fair value of these properties primarily based upon sales prices from indicative bids. 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. Based on these inputs, the Company determined that its valuation of this investment was classified within Level 3 of the fair value hierarchy. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | 9. Discontinued Operations The Company previously sold all of its properties located in Puerto Rico, which represented a strategic shift in the Company’s geographic concentration and business and, as such, the Puerto Rico properties are reflected as discontinued operations for all periods presented. 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. Only Interest Expense which was specifically identifiable to the Puerto Rico assets is included in the computation of interest expense attributable to discontinued operations. The operating results related to the Puerto Rico segment (discontinued operations) were as follows (in thousands): Four Months Ended April 30, For the Year Ended December 31, 2022 2021 2020 Revenues: Rental income $ 851 $ 64,224 $ 89,033 Other income — — 38 851 64,224 89,071 Rental operation expenses: Operating and maintenance 79 19,349 29,343 Real estate taxes — 2,827 4,795 Property and asset management fees — 9,563 10,083 Impairment charges — 81,060 61,155 Depreciation and amortization — 16,503 28,658 79 129,302 134,034 Other income (expense): Interest expense, net — ( 2,055 ) ( 4,408 ) Debt extinguishment costs — ( 1,951 ) ( 49 ) Other income, net — 197 251 Gain (loss) on disposition of real estate 4 24,946 ( 910 ) 4 21,137 ( 5,116 ) Income (loss) from discontinued operations before tax expense 776 ( 43,941 ) ( 50,079 ) Tax expense ( 12 ) ( 133 ) ( 534 ) Income (loss) from discontinued operations $ 764 $ ( 44,074 ) $ ( 50,613 ) There were no non-cash items for the four months ended April 30, 2022. The following table summarizes cash flow data relating to discontinued operations (in thousands): For the Year Ended December 31, 2021 2020 Depreciation and amortization $ 16,503 $ 28,658 Amortization and write-off of below-market leases, net 210 316 Impairment charges 81,060 61,155 Assumption of buildings due to ground lease terminations 2,660 — Real estate improvements to operating real estate 4,452 18,528 |
Transactions with SITE Centers
Transactions with SITE Centers | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Transactions with SITE Centers | Transactions with SITE Centers The following table presents fees and other amounts charged by SITE Centers (in thousands): Four Months Ended April 30, For the Year Ended December 31, 2022 2021 2020 Asset management fees (A) $ 250 $ 6,782 $ 8,653 Incentive payment (B) 500 — — Property management fees (C) 88 8,687 9,959 Disposition fees (D) 385 9,336 3,142 Leasing commissions (E) 7 1,687 2,755 Maintenance services and other (F) 7 883 1,474 Credit facility guaranty and debt refinancing fees (G) — 60 60 Legal fees (H) 36 455 361 $ 1,273 $ 27,890 $ 26,404 (A) In 2022, the asset management fee was based on a fixed fee. In 2021 and 2020, asset management fees were generally calculated at 0.5 % per annum of the gross asset value as determined on the immediately preceding June 30 or December 31. In addition, in May 2022, the Company accrued $ 1.6 million of costs for the estimated amount to be paid to SITE Centers during the five-year wind-up period (See table below). (B) In April 2022, the Company paid SITE Centers an incentive payment in recognition of the successful completion of the Company’s disposition program. (C) In 2022, the Company paid a fixed property management fee to SITE Centers through April 2022 related to Crossroads Center. In 2021, property management fees were generally calculated based on a percentage of tenant cash receipts collected during the three months immediately preceding the most recent June 30 or December 31. For the year ended December 31, 2021, includes the monthly supplemental fees discussed below. (D) Disposition fees equaled 1 % of the gross sales price of each asset sold. Disposition fees are included within Gain on Disposition of Real Estate on the consolidated statements of operations. (E) Leasing commissions represented fees charged for the execution of the leasing of retail space. Leasing commissions are included within Real Estate Assets on the consolidated balance sheet. (F) Maintenance services represented amounts charged to the properties for the allocation of compensation and other benefits of personnel directly attributable to the management of the properties. Amounts are recorded in Operating and Maintenance Expense on the consolidated statements of operations. (G) 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. (H) Legal fees charged for collection activity, negotiating and reviewing tenant leases and contracts for asset dispositions. Estimated amounts payable to SITE Centers are as follows (in thousands): Payable to SITE Centers as of May 1, 2022 $ 1,600 Payments made during the period ( 252 ) Remeasurement of wind-up expenses 2 Payable to SITE Centers as of December 31, 2022 $ 1,350 On December 16, 2021, the Company and certain subsidiaries of SITE Centers entered into the New Management Agreement which took effect on January 1, 2022 and compensated the Manager for property management and leasing services for Crossroads Center (prior to its sale on April 12, 2022) and compensates the Manager for corporate services in connection with the wind-up of the Company’s business. Pursuant to the terms of the New Management Agreement, the Company will pay the Manager an asset management fee for services rendered in connection with corporate management of the Company in an aggregate amount of (i) $ 500,000 for calendar year 2022, (ii) $ 300,000 per annum commencing on January 1, 2023 until the end of the calendar quarter in which the Company’s shares are deregistered under the Securities Exchange Act of 1934 (the “Exchange Act”) and/or the Company’s reporting obligations under the Exchange Act are suspended or terminated, and (iii) $ 100,000 per annum, commencing from the calendar quarter immediately following the calendar quarter in whic h the Company’s shares are deregistered under the Exchange Act and/or the Company’s reporting obligations under the Exchange Act are suspended or terminated until the expiry of the New Management Agreement (June 30, 2027) or the earlier termination thereof. In addition, pursuant to the New Management Agreement, the Company paid the Manager a property management fee of $ 88,000 on account of Crossroads Center. In April 2022, in accordance with the terms of the New Management Agreement, the Company paid SITE Centers a $ 385,000 disposition fee for the sale of Crossroads Center and a $ 500,000 incentive payment in recognition of the successful completion of the Company’s disposition program (including the sale of Crossroads Center). The New Management Agreement also obligates the Company to pay or reimburse the Manager for all commercially reasonable third-party costs and expenses incurred in the performance of its duties under the New Management Agreement, including, but not limited to, all fees and expenses paid to outside advisors (legal and accounting), consultants, architects, engineers and other professionals reasonably required for the performance of the Manager’s duties. In 2020, 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 collection during the (related) periods, the Agreement provided that the Company was to pay JDN Development Company a monthly supplemental fee. 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
Earnings Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. Earnings Per Share The following table provides the net income (loss) and the number of common shares used in the computations of “basic” earnings per share (“EPS”), which utilizes the weighted-average number of common shares outstanding and “diluted” EPS (in thousands, except per share amounts): Four Months Ended April 30, For the Year Ended December 31, 2022 2021 2020 Numerators – Basic and Diluted Continuing Operations: Net income (loss) attributable to common shareholders $ 16,876 $ 26,375 $ ( 42,941 ) Less: Earnings attributable to unvested shares — — ( 16 ) Net income (loss) attributable to common shareholders after 16,876 26,375 ( 42,957 ) Discontinued Operations: Income (loss) from discontinued operations after 764 ( 44,074 ) ( 50,613 ) Total $ 17,640 $ ( 17,699 ) $ ( 93,570 ) Denominators – Number of Shares Basic and Diluted — Average shares outstanding 21,117 21,062 19,806 Basic and Diluted Earnings Per Share: Income (loss) from continuing operations $ 0.80 $ 1.25 $ ( 2.17 ) Income (loss) from discontinued operations 0.04 ( 2.09 ) ( 2.55 ) Total $ 0.84 $ ( 0.84 ) $ ( 4.72 ) Basic average shares outstanding do not include 13,476 restricted share units issued to outside directors in consideration for their compensation that were unvested at December 31, 2020 ( none in 2022 or 2021). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The Company elected to be treated as a REIT under the Code, commencing with its taxable year ended December 31, 2018, and through December 31, 2022, maintained its status as a REIT for U.S. federal income tax purposes. To qualify as a REIT, the Company met a number of organizational and operational requirements, including a requirement that the Company distribute at least 90 % of its taxable income to its shareholders. 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, 2022, 2021 and 2020, no U.S. federal income or excise taxes were incurred. Effective January 1, 2023, the Company elected to surrender its REIT status in connection with the ongoing wind-up of its operations and in recognition that the nature of the Company’s remaining operations may make future compliance with REIT requirements impracticable. Starting in taxable year 2023 and going forward, the Company will be subject to federal income taxes at regular corporate rates. Even though the Company qualified for taxation as a REIT for tax years through December 31, 2022, the Company was 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. The Company also had a Taxable REIT Subsidiary (“TRS”) that was subject to federal, state and local income taxes on any taxable income generated from its operational activity which was merged into the Company in 2021. In order to maintain its REIT status through December 31, 2022, the Company met 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 had been subject to short-term sales that would otherwise have been subject to the prohibited transaction tax. In December 2021, the TRS was merged into the Company. For the years ended December 31, 2022, 2021 and 2020, the Company made net tax payments of $ 0.3 million, $ 0.6 million and $ 0.3 million, respectively. The following represents the activity of the Company’s TRS (in thousands): For the Year Ended December 31, 2021 2020 Book income (loss) before income taxes $ 23,018 $ ( 17,973 ) 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 Statutory Rate 21 % 21 % Statutory rate applied to pre-tax income (loss) $ 4,834 $ ( 3,774 ) 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 (decrease) increase - other deferred ( 4,825 ) 4,416 Other — ( 518 ) Total expense $ 44 $ 593 Effective tax rate 0.19 % ( 3.30 %) Reconciliation of U.S. GAAP net income attributable to RVI (REIT) to taxable income (loss) is as follows (in thousands): For the Year Ended December 31, 2022 2021 2020 U.S. GAAP net income (loss) attributable to RVI $ 17,640 $ ( 17,699 ) $ ( 93,554 ) Plus: Book depreciation and amortization 676 21,662 39,561 Less: Tax depreciation and amortization ( 469 ) ( 17,239 ) ( 36,418 ) Book/tax differences on losses from capital ( 14,857 ) ( 341,677 ) ( 97,567 ) Deferred income ( 356 ) ( 1,245 ) ( 4,538 ) TRS equity investment — ( 23,018 ) 18,567 Impairment charges — 81,060 78,555 Miscellaneous book/tax differences, net ( 1,457 ) ( 4,511 ) 11,384 Taxable income (loss) subject to the 90 % dividend $ 1,177 $ ( 302,667 ) $ ( 84,010 ) For the years ended December 31, 2022, 2021 and 2020, cash dividends paid for tax purposes were equivalent to, or in excess of taxable income. Dividends paid in 2020 include stock dividends distributed under IRS Revenue Procedure 2009-15. The January 2021 stock dividend was distributed under IRS Revenue Procedure 2020-19. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events Effective January 1, 2023, the Company elected to surrender its REIT status in connection with the ongoing wind-up of its operations and in recognition that the nature of the Company’s remaining operations may make future compliance with REIT requirements impracticable (Note 12). |
SCHEDULE II - Valuation and Qua
SCHEDULE II - Valuation and Qualifying Accounts and Reserves | 12 Months Ended |
Dec. 31, 2022 | |
Valuation And Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts and Reserves | S CHEDULE II Retail Value Inc. Valuation and Qualifying Accounts and Reserves For the Period January 1, 2022 to April 30, 2022 and For the Years Ended December 31, 2021 and 2020 (In thousands) Balance at Charged to Deductions Balance at Period January 1, 2022 to April 30, 2022 Allowance for uncollectible accounts (A) $ 584 $ — $ 86 $ 498 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 (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, 2022 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |
Real Estate and Accumulated Depreciation | SC HEDULE III Retail Value Inc. Real Estate and Accumulated Depreciation For the Period January 1, 2022 to April 30, 2022 and For the Years Ended December 31, 2021 and 2020 (In thousands) The changes in Total Real Estate Assets are as follows: Four Months Ended April 30, For the Year Ended December 31, 2022 2021 2020 Balance at beginning of period $ 59,521 $ 1,565,435 $ 2,057,820 Improvements (A) 9 10,444 20,762 Adjustments of property carrying values — ( 82,633 ) ( 115,525 ) Disposals ( 59,530 ) ( 1,433,725 ) ( 397,622 ) Balance at end of period $ — $ 59,521 $ 1,565,435 (A) Includes outparcels acquired through the termination of a tenant ground lease in 2021. The changes in Accumulated Depreciation and Amortization are as follows: Four Months Ended April 30, For the Year Ended December 31, 2022 2021 2020 Balance at beginning of period $ 36,195 $ 593,691 $ 670,509 Depreciation for the period 675 32,594 54,252 Disposals ( 36,870 ) ( 590,090 ) ( 131,070 ) Balance at end of period $ — $ 36,195 $ 593,691 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates in Preparation of Financial Statements | Use of Estimates in Preparation of Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”), including liquidation accounting discussed below, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the year. Subsequent to the adoption of the liq uidation basis of accounting, the Company is required to estimate all costs expected to be incurred through the end of liquidation, including the estimated amount of cash the Company expects to collect on its remaining receivables. Actual results could differ from those estimates. |
Cash and Cash Equivalents | 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. |
Income Taxes | Income Taxes Through December 31, 2022, the Company had made an election to qualify, and believed it had operated so as to qualify, as a Real Estate Investment Trust (“REIT”) for federal income tax purposes. Accordingly, the Company generally should 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 satisfied certain other requirements. Effective January 1, 2023, the Company elected to surrender its REIT status in connection with the ongoing wind-up of its operations and in recognition that the nature of the Company’s remaining operations makes future compliance with REIT requirements impracticable. 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, 2022, the Company recognized no material adjustments regarding its tax accounting treatment for uncertain tax provisions. As of December 31, 2022, the tax years that remain subject to examination by the major tax jurisdictions under applicable statutes of limitations are the year 2019 and forward. |
Legal Matters | Legal Matters The Company is subject to a variety of legal actions for personal injury with respect to its former properties, most of which are covered by insurance. While the resolution of 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. |
Post-Liquidation Basis of Accounting | Post-Liquidation Basis of Accounting Basis of Presentation In connection with the sale of Crossroads Center, the Company’s last property, on April 12, 2022, the Company adopted the liquidation basis of accounting, in accordance with U.S. GAAP, effective May 1, 2022, which was the beginning of the fiscal month after the sale date. Accordingly, on May 1, 2022, the carrying value of the Company’s assets was adjusted to their estimated liquidation value, which represents the estimated amount of cash that the Company will collect on settlement of its assets and liabilities as it carries out the liquidation activities. The liquidation basis of accounting is appropriate when the liquidation of a company appears imminent, and the net realizable value of its assets is reasonably determinable. Under this basis of accounting, assets and liabilities are stated at their net realizable value (or liquidation value) and estimated costs through the liquidation date are accrued to the extent reasonably determinable. The Company accrued expenses that it expects to incur as it carries out its liquidation activities to the extent it has a reasonable basis for estimation. The Company expects to incur general and administrative expenses associated with the winding up and dissolution of the Company (i.e., fees to SITE Centers under the New Management Agreement, professional fees (auditing and legal expenses), insurance premiums, vendor expenses and costs to resolve and streamline the Company’s subsidiaries and corporate structure.) Actual expense incurred may differ from amounts reflected in the financial statements due to the inherent uncertainty in estimating future events. These differences could be material (Note 3). Actual costs incurred but unpaid as of December 31, 2022, are included in Accounts Payable and Other Liabilities in the Consolidated Statement of Net Assets. Other changes in estimates of receivables or liabilities are recorded as Remeasurement of Assets and Liabilities in the Consolidated Statement of Changes in Net Assets. As a result of the change to the liquidation basis of accounting, the Company no longer presents a Consolidated Balance Sheet, a Consolidated Statement of Operations and Comprehensive Income, a Consolidated Statement of Equity or a Consolidated Statement of Cash Flows. These statements are only presented for prior periods. |
Accounts Receivable | Accounts Receivable In connection with the transition to the liquidation basis of accounting, the Company adjusted the expected amount to be collected from its accounts receivable by $ 0.9 million (Note 4). Accounts receivable are presented at their expected collectable amount. The estimate of collectability of outstanding receivables requires judgment and complex and extensive assumptions. T he Company reviews its outstanding accounts receivable individually by tenant account for collectability and considers assumptions such as the terms of the underlying lease, litigation status and former business segment (i.e., continental U.S. vs. Puerto Rico). Smaller individual balances and ancillary income accounts are generally expected to be collected at a rate of 30 % and 10 % of the outstanding amount, respecti vely. While the Company is working to maximize payment, collection of past due amounts is not guaranteed. Accounts Receivable The Company made 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 was reduced for amounts the Company believed were not probable of being collected. The Company analyzed 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 evaluated 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 made 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 have exceeded 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 exclude estimated amounts not probable of being collected, including contract disputes, of $ 0.6 million at December 31, 2021. |
Distributions | Distributions The amount and timing of distributions to shareholders involve risks and uncertainties. Accordingly, it is not possible to predict the timing and aggregate amount that will ultimately be distributed to shareholders and no assurance can be given that the distributions will equal or exceed the estimate of net assets presented in the Consolidated Statement of Net Assets. |
Pre-Liquidation Basis of Accounting | Pre-Liquidation Basis of Accounting Statements of Cash Flows and Supplemental Disclosure of Non-Cash Investing and Financing Information Non-cash investing and financing activities are summarized as follows (in millions): Four Months Ended April 30, For the Year Ended December 31, 2022 2021 2020 Dividend declared, but not paid $ 45.0 $ 69.1 $ 23.0 Stock dividends — 18.6 28.1 Note receivable related to disposition of shopping center — — 3.0 Assumption of buildings due to ground lease terminations — 2.7 — Accounts payable related to construction in progress — — 0.1 Accounts payable related to construction in progress — — 2.8 |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the results of the Company and all entities in which the Company had a controlling interest. All significant intercompany balances and transactions have been eliminated in consolidation. |
Disposition of Real Estate | Disposition of Real Estate Sales of nonfinancial assets, such as real estate, are recognized when control of the asset transfers to the buyer, which occurs 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 remain in Income from Continuing Operations, and any associated gains or losses from the disposition are included in Gain on Disposition of Real Estate. |
Real Estate | Real Estate Real estate assets 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 were assessed periodically and account for any revisions, which are not material for the periods presented. Expenditures for maintenance and repairs were charged to operations as incurred. Significant expenditures that improve or extend the life of the asset were capitalized. |
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 was 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 were 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 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 were recognized in the period the related expenses were incurred. • Lease termination payments, which were 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 were recognized in the period earned. For those tenants where the Company was 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 was recognized from such tenants once they were placed on the cash basis of accounting until payments are received. |
Real Estate Impairment Assessment | Real Estate Impairment Assessment Individual real estate assets and intangibles were 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. Aggregate impairment charges, including those classified within discontinued operations, related to real estate assets were $ 82.6 million and $ 115.5 million for the years ended December 31, 2021 and 2020, respectively (Note 8). |
Interest and Real Estate Taxes | Interest and Real Estate Taxes Interest paid on the Company’s mortgage indebtedness for the years ended December 31, 2021 and 2020, aggregated $ 8.8 million and $ 20.6 million, respectively. Interest and real estate taxes incurred relating to the construction, expansion or redevelopment of shopping centers were 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. In connection with the sale of the Company’s remaining Puerto Rico properties in the third quarter of 2021, the Company fully repaid the entire balance of its mortgage loan. Accordingly, the lender released all remaining collateral and restricted cash balances. The Company had no mortgage debt outstanding at December 31, 2021. |
Treasury Shares | Treasury Shares The Company’s share repurchases were reflected as treasury shares utilizing the cost method of accounting and are presented as a reduction to consolidated shareholders’ equity. |
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 represented 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 that arose from the lease. Operating lease ROU assets and liabilities were recognized at the commencement date based on the present value of lease payments over the term of the lease. Lease expense for lease payments were recognized on a straight-line basis over the lease term. |
Fair Value Hierarchy | Fair Value Hierarchy The standard Fair Value Measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). The following summarizes the fair value hierarchy: 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. |
Liability for Estimated Wind-_2
Liability for Estimated Wind-Up Expenses in Excess of Estimated Income During Liquidation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Change in Liability for Estimated Costs for Liquidation Period | The change in the liability for estimated costs during the Liquidation Period as of December 31, 2022 is as follows (in thousands): Period from May 1, 2022 through December 31, 2022 General and administrative expenses, beginning of period $ 5,671 Payments ( 2,893 ) Remeasurement of wind-up expenses 173 General and administrative expenses, end of period $ 2,951 |
Net Assets in Liquidation (Tabl
Net Assets in Liquidation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Net Assets Liquidation [Abstract] | |
Summary of Reconciliation of Total Equity | The following is a reconciliation of Total Equity as of April 30, 2022 to net assets in liquidation under the liquidation basis of accounting (in thousands): Total equity as of April 30, 2022 $ 39,674 Increase due to collectability of accounts receivable 921 Decrease due to the write-off of prepaid expenses ( 242 ) Change in receivables and other payables, net 133 Estimated wind-up expenses ( 4,850 ) Estimated value of net assets in liquidation as of May 1, 2022 $ 35,636 |
Other Assets and Intangibles (T
Other Assets and Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Components of Other Assets and Intangibles | Other Assets consisted of the following (in thousands): December 31, 2021 Operating lease ROU assets $ 1,098 Note receivable (A) 3,000 Other assets: Prepaid expenses 511 Other assets 109 Total other assets $ 4,718 (A) Repaid in accordance with its terms in 2022. |
Common Shares (Tables)
Common Shares (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of declared and paid cash dividends | The Board of Directors of the Company declared and paid cash dividends as follows: Declaration Date Paid Date Amount Aggregate September 2022 October 2022 $ 0.31 $ 6.5 June 2022 July 2022 1.16 24.5 April 2022 May 2022 2.13 45.0 December 2021 January 2022 3.27 69.1 October 2021 October 2021 22.04 465.4 Total $ 28.91 $ 610.5 |
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 Dividends declared per share $ 1.16 $ 2.05 Volume-weighted average trading price per share $ 14.8492 $ 36.7839 Common shares issued 1,253,988 763,884 Cash paid (in millions) $ 4.4 $ 11.0 |
Discontinued Operations (Tables
Discontinued Operations (Tables) - Discontinued Operations | 12 Months Ended |
Dec. 31, 2022 | |
Summary of cash flow data relating to discontinued operations | There were no non-cash items for the four months ended April 30, 2022. The following table summarizes cash flow data relating to discontinued operations (in thousands): For the Year Ended December 31, 2021 2020 Depreciation and amortization $ 16,503 $ 28,658 Amortization and write-off of below-market leases, net 210 316 Impairment charges 81,060 61,155 Assumption of buildings due to ground lease terminations 2,660 — Real estate improvements to operating real estate 4,452 18,528 |
Puerto Rico | |
Schedule of Discontinued Operations | The operating results related to the Puerto Rico segment (discontinued operations) were as follows (in thousands): Four Months Ended April 30, For the Year Ended December 31, 2022 2021 2020 Revenues: Rental income $ 851 $ 64,224 $ 89,033 Other income — — 38 851 64,224 89,071 Rental operation expenses: Operating and maintenance 79 19,349 29,343 Real estate taxes — 2,827 4,795 Property and asset management fees — 9,563 10,083 Impairment charges — 81,060 61,155 Depreciation and amortization — 16,503 28,658 79 129,302 134,034 Other income (expense): Interest expense, net — ( 2,055 ) ( 4,408 ) Debt extinguishment costs — ( 1,951 ) ( 49 ) Other income, net — 197 251 Gain (loss) on disposition of real estate 4 24,946 ( 910 ) 4 21,137 ( 5,116 ) Income (loss) from discontinued operations before tax expense 776 ( 43,941 ) ( 50,079 ) Tax expense ( 12 ) ( 133 ) ( 534 ) Income (loss) from discontinued operations $ 764 $ ( 44,074 ) $ ( 50,613 ) |
Impairment Charges (Tables)
Impairment Charges (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 Puerto Rico properties (A) $ 81,060 $ 61,155 Continental U.S. properties (B) 1,573 54,370 Total impairment charges $ 82,633 $ 115,525 (A) Triggered by a change in the hold period assumptions. (B) Triggered by assets held for sale, indicative bids received and changes in market assumptions due to the disposition process, as well as changes in projected cash flows. |
Transactions with SITE Centers
Transactions with SITE Centers (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Fees and Other Amounts Charged | The following table presents fees and other amounts charged by SITE Centers (in thousands): Four Months Ended April 30, For the Year Ended December 31, 2022 2021 2020 Asset management fees (A) $ 250 $ 6,782 $ 8,653 Incentive payment (B) 500 — — Property management fees (C) 88 8,687 9,959 Disposition fees (D) 385 9,336 3,142 Leasing commissions (E) 7 1,687 2,755 Maintenance services and other (F) 7 883 1,474 Credit facility guaranty and debt refinancing fees (G) — 60 60 Legal fees (H) 36 455 361 $ 1,273 $ 27,890 $ 26,404 (A) In 2022, the asset management fee was based on a fixed fee. In 2021 and 2020, asset management fees were generally calculated at 0.5 % per annum of the gross asset value as determined on the immediately preceding June 30 or December 31. In addition, in May 2022, the Company accrued $ 1.6 million of costs for the estimated amount to be paid to SITE Centers during the five-year wind-up period (See table below). (B) In April 2022, the Company paid SITE Centers an incentive payment in recognition of the successful completion of the Company’s disposition program. (C) In 2022, the Company paid a fixed property management fee to SITE Centers through April 2022 related to Crossroads Center. In 2021, property management fees were generally calculated based on a percentage of tenant cash receipts collected during the three months immediately preceding the most recent June 30 or December 31. For the year ended December 31, 2021, includes the monthly supplemental fees discussed below. (D) Disposition fees equaled 1 % of the gross sales price of each asset sold. Disposition fees are included within Gain on Disposition of Real Estate on the consolidated statements of operations. (E) Leasing commissions represented fees charged for the execution of the leasing of retail space. Leasing commissions are included within Real Estate Assets on the consolidated balance sheet. (F) Maintenance services represented amounts charged to the properties for the allocation of compensation and other benefits of personnel directly attributable to the management of the properties. Amounts are recorded in Operating and Maintenance Expense on the consolidated statements of operations. (G) 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. (H) Legal fees charged for collection activity, negotiating and reviewing tenant leases and contracts for asset dispositions. |
Summary of Property Management Fees | Estimated amounts payable to SITE Centers are as follows (in thousands): Payable to SITE Centers as of May 1, 2022 $ 1,600 Payments made during the period ( 252 ) Remeasurement of wind-up expenses 2 Payable to SITE Centers as of December 31, 2022 $ 1,350 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 income (loss) and the number of common shares used in the computations of “basic” earnings per share (“EPS”), which utilizes the weighted-average number of common shares outstanding and “diluted” EPS (in thousands, except per share amounts): Four Months Ended April 30, For the Year Ended December 31, 2022 2021 2020 Numerators – Basic and Diluted Continuing Operations: Net income (loss) attributable to common shareholders $ 16,876 $ 26,375 $ ( 42,941 ) Less: Earnings attributable to unvested shares — — ( 16 ) Net income (loss) attributable to common shareholders after 16,876 26,375 ( 42,957 ) Discontinued Operations: Income (loss) from discontinued operations after 764 ( 44,074 ) ( 50,613 ) Total $ 17,640 $ ( 17,699 ) $ ( 93,570 ) Denominators – Number of Shares Basic and Diluted — Average shares outstanding 21,117 21,062 19,806 Basic and Diluted Earnings Per Share: Income (loss) from continuing operations $ 0.80 $ 1.25 $ ( 2.17 ) Income (loss) from discontinued operations 0.04 ( 2.09 ) ( 2.55 ) Total $ 0.84 $ ( 0.84 ) $ ( 4.72 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 Book income (loss) before income taxes $ 23,018 $ ( 17,973 ) 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 Statutory Rate 21 % 21 % Statutory rate applied to pre-tax income (loss) $ 4,834 $ ( 3,774 ) 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 (decrease) increase - other deferred ( 4,825 ) 4,416 Other — ( 518 ) Total expense $ 44 $ 593 Effective tax rate 0.19 % ( 3.30 %) |
Reconciliation of GAAP Net Income Attributable to Taxable (Loss) Income | Reconciliation of U.S. GAAP net income attributable to RVI (REIT) to taxable income (loss) is as follows (in thousands): For the Year Ended December 31, 2022 2021 2020 U.S. GAAP net income (loss) attributable to RVI $ 17,640 $ ( 17,699 ) $ ( 93,554 ) Plus: Book depreciation and amortization 676 21,662 39,561 Less: Tax depreciation and amortization ( 469 ) ( 17,239 ) ( 36,418 ) Book/tax differences on losses from capital ( 14,857 ) ( 341,677 ) ( 97,567 ) Deferred income ( 356 ) ( 1,245 ) ( 4,538 ) TRS equity investment — ( 23,018 ) 18,567 Impairment charges — 81,060 78,555 Miscellaneous book/tax differences, net ( 1,457 ) ( 4,511 ) 11,384 Taxable income (loss) subject to the 90 % dividend $ 1,177 $ ( 302,667 ) $ ( 84,010 ) |
Summary of Reconciliation Between Cash And Stock Dividends Paid and Dividend Paid Deduction | The Board of Directors of the Company declared and paid cash dividends as follows: Declaration Date Paid Date Amount Aggregate September 2022 October 2022 $ 0.31 $ 6.5 June 2022 July 2022 1.16 24.5 April 2022 May 2022 2.13 45.0 December 2021 January 2022 3.27 69.1 October 2021 October 2021 22.04 465.4 Total $ 28.91 $ 610.5 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 4 Months Ended | 12 Months Ended | |||
Apr. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 01, 2018 ShoppingCenter PortfolioAsset | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Impairment charges | $ 0 | $ 82,633 | $ 115,525 | ||
Provision for uncollectible amounts | 600 | ||||
Liquidation basis of accounting, adoption | In connection with the sale of Crossroads Center, the Company’s last property, on April 12, 2022, the Company adopted the liquidation basis of accounting, in accordance with U.S. GAAP, effective May 1, 2022, which was the beginning of the fiscal month after the sale date. | ||||
Increase due to collectability of accounts receivable | $ 900 | ||||
Percentage of outstanding amount of smaller individual balances expected to be collected | 30% | ||||
Percentage of outstanding amount of ancillary income accounts expected to be collected | 10% | ||||
Mortgage Loan and Unsecured Debt | Mortgages Indebtedness | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Interest paid | $ 8,800 | $ 20,600 | |||
Minimum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Operating lease term of contract | 1 month | ||||
Percentage of distributed taxable income to qualify as a REIT | 90% | ||||
Maximum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Operating lease term of contract | 30 years | ||||
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_4
Summary of Significant Accounting Policies - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Dividend declared, but not paid | $ 45,000 | $ 69,053 | $ 23,000 |
Stock dividends | 0 | 18,600 | 28,100 |
Note receivable related to disposition of shopping center | 0 | 0 | 3,000 |
Continuing Operations | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Accounts payable related to construction in progress | 0 | 0 | 100 |
Discontinued Operations | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Assumption of buildings due to ground lease terminations (discontinued operations) | 0 | 2,700 | 0 |
Accounts payable related to construction in progress | $ 0 | $ 0 | $ 2,800 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Estimated Useful Lives of Real Estate Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
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] | ||
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 |
Liability for Estimated Wind-_3
Liability for Estimated Wind-Up Expenses in Excess of Estimated Income During Liquidation (Additional Information) (Details) - USD ($) $ in Thousands | 4 Months Ended | 8 Months Ended | 12 Months Ended | |||
Apr. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 01, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||||
Estimated General and Administrative Expenses Expected to be Incurred | $ 4,900 | |||||
Outstanding Maximum Potential Liabilities Capped | $ 800 | $ 800 | ||||
Contingent Liabilities for Survival Period of Expired Term | 2023-01 | |||||
Common share dividends to shareholders | $ 44,980 | $ 31,000 | $ 534,475 | $ 23,017 |
Liability for Estimated Wind-_4
Liability for Estimated Wind-Up Expenses in Excess of Estimated Income During Liquidation - Schedule of Change in Liability for Estimated Costs for Liquidation Period (Details) $ in Thousands | 8 Months Ended |
Dec. 31, 2022 USD ($) | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
General and administrative expenses, beginning of period | $ 5,671 |
Payments | (2,893) |
Remeasurement of wind-up expenses | 173 |
General and administrative expenses, end of period | $ 2,951 |
Net Assets in Liquidation - Sum
Net Assets in Liquidation - Summary of Reconciliation of Total Equity (Details) - USD ($) $ in Thousands | May 01, 2022 | Apr. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Net Assets Liquidation [Abstract] | |||||
Total equity as of April 30, 2022 | $ 35,636 | $ 39,674 | $ 67,014 | $ 599,786 | $ 687,903 |
Increase due to collectability of accounts receivable | 921 | ||||
Decrease due to the write-off of prepaid expenses | (242) | ||||
Change in receivables and other payables, net | 133 | ||||
Estimated wind up expenses | (4,850) | ||||
Estimated value of net assets in liquidation as of May 1, 2022 | $ 35,636 | $ 39,674 | $ 67,014 | $ 599,786 | $ 687,903 |
Other Assets and Intangibles -
Other Assets and Intangibles - Components of Other Assets and Intangibles (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Operating lease ROU assets | $ 1,098 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Assets |
Notes receivable | $ 3,000 |
Other assets: | |
Prepaid expenses | 511 |
Other assets | 109 |
Total other assets | $ 4,718 |
Other Assets and Intangibles, N
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 Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Other Assets [Abstract] | ||
Amortization expense related to intangible assets including discontinued operations and excluding above and below market leases | $ 1.1 | $ 2.8 |
Other Assets and Intangibles _2
Other Assets and Intangibles - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Above-Market Leases | ||
Other Assets [Line Items] | ||
Revenue | $ 0.2 | $ 0.3 |
Below-Market Leases | ||
Other Assets [Line Items] | ||
Revenue | $ 0.9 | $ 1.4 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) Lease | Dec. 31, 2020 USD ($) | |
Operating Leased Assets [Line Items] | |||
Operating lease ROU assets | $ 1,098 | ||
Operating Lease Liabilities | $ 2,100 | ||
Operating Lease Liability Statement Of Financial Position Extensible List | Accounts Payable and Other Accrued Liabilities | ||
Operating lease expense | $ 100 | $ 300 | $ 400 |
Number of operating lease | Lease | 1 | ||
Weighted-Average Remaining Lease Term | 11 years 10 months 24 days | ||
Weighted-Average Discount Rate | 6.90% | ||
Operating Lease Payments | $ 100 | $ 200 |
Common Shares - Additional Info
Common Shares - Additional Information (Details) | 1 Months Ended | 12 Months Ended | 13 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | Dec. 31, 2020 | Oct. 31, 2022 | |
Class Of Stock [Line Items] | ||||
Common shares, withholding tax not subject to Puerto Rico | 10% | |||
Common shares, withholding tax | 10% | 10% | ||
Common stock aggregate percentage of dividend paid in cash | 10% | 20% | ||
Percentage of distributions permitted in stock | 90% |
Common Shares - Schedule of dec
Common Shares - Schedule of declared and paid cash dividends (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 13 Months Ended | ||||
Oct. 31, 2021 | Oct. 31, 2022 | Jul. 31, 2022 | May 31, 2022 | Jan. 31, 2022 | Oct. 31, 2022 | |
Dividends Payable [Line Items] | ||||||
Common shares cash dividend paid, per share | $ 22.04 | $ 0.31 | $ 1.16 | $ 2.13 | $ 3.27 | $ 28.91 |
Aggregate dividend paid to common shares | $ 465.4 | $ 6.5 | $ 24.5 | $ 45 | $ 69.1 | $ 610.5 |
Common Shares - Schedule of Sto
Common Shares - Schedule of Stock Dividends Paid (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Dividends declared per share | $ 1.16 | $ 2.05 |
Volume-weighted average trading price per share | $ 14.8492 | $ 36.7839 |
Common shares issued | 1,253,988 | 763,884 |
Cash paid (in millions) | $ 4.4 | $ 11 |
Impairment Charges - Summary of
Impairment Charges - Summary of Impairment Charges (Details) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Impairment charges | $ 0 | $ 81,060 | $ 61,155 |
Impairment charges | 0 | 1,573 | 54,370 |
Total impairment charges | $ 0 | 82,633 | 115,525 |
Puerto Rico Properties | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Impairment charges | 81,060 | 61,155 | |
Continental United States | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Impairment charges | $ 1,573 | $ 54,370 |
Impairment Charges (Additional
Impairment Charges (Additional Information) (Details) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Abstract] | |||
Real Estate impaired measured on fair value | $ 467,400 | $ 412,000 | |
Impairment charges | $ 0 | $ 1,573 | $ 54,370 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - Discontinued Operations | Jul. 01, 2018 Segment PortfolioAsset |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Number of reportable operating segments | Segment | 2 |
Puerto Rico | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Number of properties owned | PortfolioAsset | 12 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Operating Results Related to Discontinued Operations (Details) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Rental operation expenses: | |||
Impairment charges | $ 0 | $ 81,060 | $ 61,155 |
Other income (expense): | |||
Income (loss) from discontinued operations | 764 | (44,074) | (50,613) |
Puerto Rico | |||
Revenues: | |||
Rental income | 851 | 64,224 | 89,033 |
Other income | 0 | 0 | 38 |
Total revenue from discontinued operations | 851 | 64,224 | 89,071 |
Rental operation expenses: | |||
Operating and maintenance | 79 | 19,349 | 29,343 |
Real estate taxes | 0 | 2,827 | 4,795 |
Property and asset management fees | 0 | 9,563 | 10,083 |
Impairment charges | 0 | 81,060 | 61,155 |
Depreciation and amortization | 0 | 16,503 | 28,658 |
Total rental operation expenses | 79 | 129,302 | 134,034 |
Other income (expense): | |||
Interest expense, net | 0 | (2,055) | (4,408) |
Debt extinguishment costs | 0 | (1,951) | (49) |
Other income, net | 0 | 197 | 251 |
Gain (loss) on disposition of real estate | 4 | 24,946 | (910) |
Total other income (expense) | 4 | 21,137 | (5,116) |
Income (loss) from discontinued operations before tax expense | 776 | (43,941) | (50,079) |
Tax expense | (12) | (133) | (534) |
Income (loss) from discontinued operations | $ 764 | $ (44,074) | $ (50,613) |
Discontinued Operations - Summa
Discontinued Operations - Summary of Cash Flow Data Related to Discontinued Operations (Details) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Discontinued Operations And Disposal Groups [Abstract] | |||
Depreciation and amortization | $ 16,503 | $ 28,658 | |
Amortization and write-off of below-market leases, net | 210 | 316 | |
Impairment charges | $ 0 | 81,060 | 61,155 |
Assumption of buildings due to ground lease terminations | 2,660 | 0 | |
Real estate improvements to operating real estate | $ 4,452 | $ 18,528 |
Transactions with SITE Center_2
Transactions with SITE Centers - Summary of Fees and Other Amounts Charged (Parenthetical) (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
May 31, 2022 | Mar. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Percentage of gross asset value for calculation of asset management fees | 0.50% | 0.50% | |||
Accrued Estimated Amount To Be Paid | $ 1.6 | ||||
Average percent of outstanding loans required to be paid | 5% | ||||
SITE Centers Corp | |||||
Related Party Transaction [Line Items] | |||||
Percentage of gross sales price of asset sold | 1% | ||||
SITE Centers Corp | 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% |
Transactions with SITE Center_3
Transactions with SITE Centers - Summary of Fees and Other Amounts Charged (Details) - SITE Centers Corp - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Asset Management Fees Expense | $ 250 | $ 6,782 | $ 8,653 |
Incentives Payment to Manager | 500 | 0 | 0 |
Property management fees | 88 | 8,687 | 9,959 |
Disposition Fees | 385 | 9,336 | 3,142 |
Leasing Commissions Expense | 7 | 1,687 | 2,755 |
Maintenance Services and Other | 7 | 883 | 1,474 |
Credit facility guaranty and debt refinancing fees | 0 | 60 | 60 |
Legal Fees | 36 | 455 | 361 |
Total fees and other amount charges | $ 1,273 | $ 27,890 | $ 26,404 |
Transactions with SITE Center_4
Transactions with SITE Centers - Additional Information (Details) - USD ($) | 1 Months Ended | 4 Months Ended | |
Dec. 15, 2021 | Apr. 30, 2022 | Apr. 30, 2022 | |
Crossroads Center | |||
Related Party Transaction [Line Items] | |||
Property management fee | $ 88,000 | ||
New Management Agreement | Crossroads Center | |||
Related Party Transaction [Line Items] | |||
Disposition Fees | $ 385,000 | ||
Incentives Payment to Manager | $ 500,000 | ||
New Management Agreement | For Calendar Year 2022 | |||
Related Party Transaction [Line Items] | |||
Annual asset management fee payable for services rendered in connection with corporate management | $ 500,000 | ||
New Management Agreement | 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 | ||
New Management Agreement | 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 |
Transactions with SITE Center_5
Transactions with SITE Centers - Summary of Estimated amounts payable to SITE Centers (Details) $ in Thousands | 8 Months Ended |
Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | |
Remeasurement of Wind-up Expenses | $ 173 |
S I T E Centers Corp [Member] | |
Related Party Transaction [Line Items] | |
Payable to SITE Centers as of May 1, 2022 | 1,600 |
Payments Made During The Period | (252) |
Remeasurement of Wind-up Expenses | 2 |
Payable to SITE Centers as of December 31, 2022 | $ 1,350 |
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 | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Continuing Operations: | |||
Net income (loss) attributable to common shareholders | $ 16,876 | $ 26,375 | $ (42,941) |
Less: Earnings attributable to unvested shares | 0 | 0 | (16) |
Net income (loss) attributable to common shareholders after allocation to participating securities | 16,876 | 26,375 | (42,957) |
Discontinued Operations: | |||
Income (loss) from discontinued operations after allocation to participating securities | 764 | (44,074) | (50,613) |
Total | $ 17,640 | $ (17,699) | $ (93,570) |
Denominators – Number of Shares | |||
Basic and Diluted—Average shares outstanding | 21,117 | 21,062 | 19,806 |
Basic and Diluted Earnings Per Share: | |||
Income (loss) from continuing operations, basic | $ 0.80 | $ 1.25 | $ (2.17) |
Income (loss) from continuing operations, diluted | 0.80 | 1.25 | (2.17) |
Income (loss) from discontinued operations, basic | 0.04 | (2.09) | (2.55) |
Income (loss) from discontinued operations, diluted | 0.04 | (2.09) | (2.55) |
Net income (loss), Basic | 0.84 | (0.84) | (4.72) |
Net income (loss), Diluted | $ 0.84 | $ (0.84) | $ (4.72) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Share Units | Outside Directors | |||
Earnings Per Share Basic [Line Items] | |||
Anti-dilutive shares excluded from computation of diluted income (loss) per share | 0 | 0 | 13,476 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2021 | Jan. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | |||||
Net taxable income distributed to shareholders, withholding tax | 10% | 10% | |||
Net tax payments | $ 0.3 | $ 0.6 | $ 0.3 | ||
Minimum | |||||
Income Taxes [Line Items] | |||||
Percentage of distributed taxable income to qualify as a REIT | 90% |
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 | |
Income Before Income Taxes [Line Items] | ||
Book income (loss) before income taxes | $ 23,018 | $ (17,973) |
Current | 44 | 593 |
Deferred | 0 | 0 |
Total income tax expense | $ 44 | $ 593 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Expense Benefit [Line Items] | |||
Other | $ 1,457 | $ 4,511 | $ (11,384) |
TRS | |||
Income Tax Expense Benefit [Line Items] | |||
Statutory Rate | 21% | 21% | |
Statutory rate applied to pre-tax income (loss) | $ 4,834 | $ (3,774) | |
State tax expense net of federal benefit | 35 | 469 | |
Deferred tax impact of transferred assets | 0 | (12,345) | |
Valuation allowance increase based on transferred assets | 0 | 12,345 | |
Deferred tax impact from merger of TRS | 57,418 | 0 | |
Valuation allowance decrease from merger of TRS | (57,418) | 0 | |
Valuation allowance (decrease) increase - other deferred | (4,825) | 4,416 | |
Other | 0 | (518) | |
Total expense | $ 44 | $ 593 | |
Effective tax rate | 0.19% | (3.30%) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of GAAP Net Income Attributable to Taxable (Loss) Income (Details) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | ||
Apr. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
GAAP net income (loss) attributable to RVI | $ 17,640 | $ 17,640 | $ (17,699) | $ (93,554) |
Plus: Book depreciation and amortization | 676 | 21,662 | 39,561 | |
Less: Tax depreciation and amortization | (469) | (17,239) | (36,418) | |
Book/tax differences on losses from capital transactions | (14,857) | (341,677) | (97,567) | |
Deferred income | (356) | (1,245) | (4,538) | |
TRS equity investment | 0 | (23,018) | 18,567 | |
Impairment charges | 0 | 81,060 | 78,555 | |
Miscellaneous book/tax differences, net | (1,457) | (4,511) | 11,384 | |
Taxable income (loss) subject to the 90% dividend requirement | $ 1,177 | $ (302,667) | $ (84,010) |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of GAAP Net Income Attributable to Taxable Income (Loss) (Parenthetical) (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Percentage of taxable loss dividend rate | 90% | 90% | 90% |
SCHEDULE II - Valuation and Q_2
SCHEDULE II - Valuation and Qualifying Accounts and Reserves (Details) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for Uncollectible Accounts | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 584 | $ 3,431 | $ 3,628 |
Charged to Expense | 0 | 765 | 1,581 |
Deductions | 86 | 3,612 | 1,778 |
Balance at End of Period | 498 | 584 | 3,431 |
Valuation Allowance for Deferred Tax Assets | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 0 | 57,718 | 40,958 |
Charged to Expense | 0 | 16,760 | |
Deductions | 57,718 | 0 | |
Balance at End of Period | $ 0 | $ 57,718 |
SCHEDULE III - Summary of Chang
SCHEDULE III - Summary of Changes in Total Real Estate Assets (Details) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |||
Balance at beginning of period | $ 59,521 | $ 1,565,435 | $ 2,057,820 |
Improvements | 9 | 10,444 | 20,762 |
Adjustments of property carrying values | 0 | (82,633) | (115,525) |
Disposals | (59,530) | (1,433,725) | (397,622) |
Balance at end of period | $ 0 | $ 59,521 | $ 1,565,435 |
SCHEDULE III - Summary of Accum
SCHEDULE III - Summary of Accumulated Depreciation and Amortization (Details) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |||
Balance at beginning of period | $ 36,195 | $ 593,691 | $ 670,509 |
Depreciation for the period | 675 | 32,594 | 54,252 |
Disposals | (36,870) | (590,090) | (131,070) |
Balance at end of period | $ 0 | $ 36,195 | $ 593,691 |