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Investment In and Advances to Affiliate
9 Months Ended
Sep. 30, 2018
Investments In And Advances To Affiliates [Abstract]  
Investment In and Advances to Affiliate

4.

Investment In and Advances to Affiliate

In connection with the spin-off of RVI, RVI issued 1,000 shares of the RVI Preferred Shares to the Company, which are noncumulative and have no mandatory dividend rate.  The RVI Preferred Shares rank, with respect to dividend rights, and rights upon liquidation, dissolution or winding up of RVI, senior in preference and priority to RVI’s common shares and any other class or series of RVI’s capital stock.  Subject to the requirement that RVI distribute to its common shareholders the minimum amount required to be distributed with respect to any taxable year in order for RVI to maintain its status as a real estate investment trust (“REIT”) and to avoid U.S. federal income taxes, the RVI Preferred Shares are entitled to a dividend preference for all dividends declared on RVI’s capital stock at any time up to a “preference amount” equal to $190 million in the aggregate, which amount may increase by up to an additional $10 million if the aggregate gross proceeds of RVI’s asset sales subsequent to July 1, 2018 exceeds $2.0 billion. Notwithstanding the foregoing, the RVI Preferred Shares are only entitled to receive dividends when, as and if declared by RVI’s Board of Directors and RVI’s ability to pay dividends is subject to any restrictions set forth in the terms of its indebtedness.  Upon payment to SITE Centers of aggregate dividends on the RVI Preferred Shares equaling the maximum preference amount of $200 million, RVI is required to redeem the RVI Preferred Shares for $1.00 per share.

 

The RVI Preferred Shares are subject to mandatory redemption in certain other circumstances.  The RVI Preferred Shares are included in Investment in and Advances to Affiliate in the Company’s consolidated balance sheet.

 

In addition to the preferred investment, the Company has a receivable from RVI of $36.5 million at September 30, 2018, primarily consisting of restricted cash, insurance premiums and insurance proceeds owed by RVI pursuant to the terms of the separation and distribution agreement.  RVI made a payment of $3.1 million on this receivable in the third quarter of 2018.  

 

Revenue from contracts with RVI is included in Fee and Other Income on the consolidated statement of operations and was composed of the following (in millions):

 

 

Three and Nine Months Ended

 

 

September 30, 2018

 

Revenue from contracts with customers:

 

 

 

Asset and property management fees

$

6.5

 

Leasing commissions

 

0.7

 

Disposition fees

 

1.6

 

Guaranty fee

 

0.1

 

Total revenue from contracts with customers

$

8.9