COPPER PPTY CTL PASS THRU TR (CPPTL) 10-Q6 Nov 232023 Q3 Quarterly reportFinancial data

Company Profile

Cover

Cover	9 Months Ended
Cover	Sep. 30, 2023 shares
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	000-56236
Entity Registrant Name	Copper Property CTL Pass Through Trust
Entity Incorporation, State or Country Code	NY
Entity Tax Identification Number	85-6822811
Entity Address, Address Line One	3 Second Street, Suite 206
Entity Address, City or Town	Jersey City
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07311-4056
City Area Code	(201)
Local Phone Number	839-2200
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001837671
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding	0

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Investment properties:
Land and improvements	$ 412,114	$ 422,114
Building and other improvements	494,615	497,523
Gross investment properties	906,729	919,637
Less: accumulated depreciation	(38,361)	(27,742)
Net investment properties	868,368	891,895
Cash and cash equivalents	33,937	48,922
Accounts receivable	40,223	42,685
Lease intangible assets, net	215,573	228,529
Right-of-use lease assets, net	85,711	87,086
Other assets, net	964	831
Total assets	1,244,776	1,299,948
Liabilities:
Accounts payable and accrued expenses	1,028	1,061
Lease intangible liabilities, net	95,706	101,920
Lease liabilities	37,752	37,676
Other liabilities	8,525	8,628
Total liabilities	143,011	149,285
Commitments and contingencies (Note 5)
Equity:
Trust certificates, no par value, 75,000,000 certificates authorized, issued and outstanding, as of September 30, 2023 and December 31, 2022	0	0
Additional paid-in capital	1,952,120	1,952,120
Accumulated distributions in excess of earnings	(850,355)	(801,457)
Total equity	1,101,765	1,150,663
Total liabilities and equity	$ 1,244,776	$ 1,299,948

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Trust certificates, authorized (in shares)	75,000,000	75,000,000
Trust certificates, issued (in shares)	75,000,000	75,000,000
Trust certificates, outstanding (in shares)	75,000,000	75,000,000

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands, shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenues:
Lease income	$ 25,313	$ 27,114	$ 76,239	$ 82,510
Expenses:
Operating expenses	2,919	3,597	9,516	10,580
Depreciation and amortization	4,805	5,149	14,452	15,820
General and administrative expenses	952	2,180	3,545	6,806
Total expenses	8,676	10,926	27,513	33,206
Other income:
Gain on sales of investment properties, net	2,687	4,402	3,515	8,053
Other income	369	79	1,438	333
Total other income	3,056	4,481	4,953	8,386
Net income	$ 19,693	$ 20,669	$ 53,679	$ 57,690
Earnings per certificate – basic and diluted:
Net income per certificate - basic (in usd per share)	$ 0.26	$ 0.28	$ 0.72	$ 0.77
Net income per certificate - diluted (in usd per share)	$ 0.26	$ 0.28	$ 0.72	$ 0.77
Weighted average number of certificates outstanding – basic (shares)	75	75	75	75
Weighted average number of certificates outstanding – diluted (shares)	75	75	75	75

Consolidated Statements of Equi

Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Trust Certificates	Additional Paid-in Capital	Accumulated Distributions in Excess of Earnings
Balance (in shares) at Dec. 31, 2021		75,000,000
Balance at Dec. 31, 2021	$ 1,887,370		$ 1,952,120	$ (64,750)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	57,690			57,690
Distributions paid to Certificateholders	(717,337)			(717,337)
Balance (in shares) at Sep. 30, 2022		75,000,000
Balance at Sep. 30, 2022	1,227,723		1,952,120	(724,397)
Balance (in shares) at Jun. 30, 2022		75,000,000
Balance at Jun. 30, 2022	1,264,740		1,952,120	(687,380)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	20,669			20,669
Distributions paid to Certificateholders	(57,686)			(57,686)
Balance (in shares) at Sep. 30, 2022		75,000,000
Balance at Sep. 30, 2022	1,227,723		1,952,120	(724,397)
Balance (in shares) at Dec. 31, 2022		75,000,000
Balance at Dec. 31, 2022	1,150,663		1,952,120	(801,457)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	53,679			53,679
Distributions paid to Certificateholders	(102,577)			(102,577)
Balance (in shares) at Sep. 30, 2023		75,000,000
Balance at Sep. 30, 2023	1,101,765		1,952,120	(850,355)
Balance (in shares) at Jun. 30, 2023		75,000,000
Balance at Jun. 30, 2023	1,116,461		1,952,120	(835,659)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	19,693			19,693
Distributions paid to Certificateholders	(34,389)			(34,389)
Balance (in shares) at Sep. 30, 2023		75,000,000
Balance at Sep. 30, 2023	$ 1,101,765		$ 1,952,120	$ (850,355)

Consolidated Statements of Eq_2

Consolidated Statements of Equity (Parenthetical) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Stockholders' Equity [Abstract]
Distributions paid to certificateholders (usd per share)	$ 0.46	$ 0.77	$ 1.37	$ 9.56

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net income	$ 19,693	$ 20,669	$ 53,679	$ 57,690
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	4,805	5,149	14,452	15,820
Amortization of above/below market leases, net	546	476	1,667	1,140
Gain on sales of investment properties, net	(2,687)	(4,402)	(3,515)	(8,053)
Changes in assets and liabilities:
Changes in accounts receivable			1,923	2,087
Changes in other assets			(193)	(2,821)
Changes in right-of-use lease assets			1,375	1,563
Changes in accounts payable and accrued expenses			7	451
Changes in lease liabilities			76	90
Changes in other liabilities			(103)	(513)
Net cash provided by operating activities			69,368	67,454
Cash flows from investing activities:
Proceeds from sales of investment properties			18,224	105,703
Net cash provided by investing activities			18,224	105,703
Cash flows from financing activities:
Distributions paid to Certificateholders			(102,577)	(717,337)
Net cash used in financing activities			(102,577)	(717,337)
Net change in cash and cash equivalents			(14,985)	(544,180)
Cash and cash equivalents, at beginning of period			48,922	627,522
Cash and cash equivalents, at end of period	$ 33,937	$ 83,342	$ 33,937	$ 83,342

ORGANIZATION

ORGANIZATION	9 Months Ended
ORGANIZATION	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	ORGANIZATION Overview Copper Property CTL Pass Through Trust, a New York common law trust (the “Trust,” “we,” “our” or “us”) was formed on December 21, 2020, in connection with the reorganization of Old Copper Company, Inc. (f/k/a J. C. Penney Company, Inc.) (“Old Copper”), effective as of January 30, 2021 (the “Effective Date”) pursuant to the terms of the Amended Joint Chapter 11 Plan of Reorganization of Old Copper and certain of its subsidiaries (collectively, the “Debtors”) (the “Plan of Reorganization”). On the Effective Date, through separate wholly-owned property holding companies (the “PropCos”), the Trust acquired (as discussed below), 160 retail properties (the “Retail Properties”) and six distribution centers (the “Warehouses” and, together with the Retail Properties, the “Properties”), all of which were leased under two Master Leases (as discussed in Note 4) to one or more subsidiaries of Copper Retail JV LLC (“OpCo Purchaser”) (collectively with its subsidiaries, “Penney Intermediate Holdings LLC”), an entity formed by and under the joint control of Simon Property Group, L.P. and Brookfield Asset Management Inc. During 2021, the Trust sold all six Warehouses. The Trust’s operations consist solely of (i) owning the Properties and interests as lessee of land under non-cancellable ground leases, (ii) leasing the Properties under the terms of the Retail Master Lease (as defined below) to Penney Intermediate Holdings LLC as the sole tenant and (iii) subject to market conditions and the conditions set forth in the Trust Agreement, selling the Properties to third-party purchasers through the PropCos. As of September 30, 2023, the real estate portfolio consists of 131 Retail Properties, of which 21 are encumbered by ground leases, in the United States (the "U.S.") across 36 states and Puerto Rico, and comprising 17.4 million square feet of leasable space. Formation On May 15, 2020, the Debtors commenced voluntary cases under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). On October 28, 2020, the Debtors entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with OpCo Purchaser, and Copper Bidco LLC (“PropCo Purchaser” and, together with OpCo Purchaser, the “Purchasers”), an entity formed on behalf of lenders under Old Copper’s (i) senior secured superpriority, priming debtor-in-possession credit facility (the “DIP Facility”), (ii) 5.875% senior secured notes due 2023 (the “First Lien Notes”) and (iii) Amended and Restated Credit and Guaranty Agreement, dated as of June 23, 2016 (the “Term Loan Facility” and together with the First Lien Notes, the “First Lien Debt”), pursuant to which the Purchasers agreed to acquire substantially all of the Debtors’ assets and assume certain of the Debtors’ obligations in connection with the purchased assets. On December 12, 2020, the Debtors filed the Plan of Reorganization which was confirmed by the Bankruptcy Court on December 16, 2020. On December 21, 2020, the Trust was formed in connection with the reorganization of Old Copper. On the Effective Date, the Plan of Reorganization became effective pursuant to its terms, at which point PropCo Purchaser and GLAS Trust Company, LLC, as the Trust's independent third-party trustee (the "Trustee"), entered into an Amended and Restated Trust Agreement (as amended, the “Trust Agreement”). In connection with the consummation of the transactions set forth in the Asset Purchase Agreement and in exchange for a $1 billion aggregate credit bid by PropCo Purchaser, comprising $900 million of claims under the DIP Facility and $100 million of claims, on a pro rata basis, under the First Lien Debt, and simultaneous release of obligations under the DIP Facility and First Lien Debt, Old Copper transferred (or caused its subsidiaries to transfer) its fee simple or ground leasehold title (as applicable) in certain properties to the PropCos and assigned (or caused such subsidiaries to assign) the Master Leases (as defined below) relating to the Properties to the Trust. As a result, as of the Effective Date, the Trust owned, through the PropCos, 160 Retail Properties and six Warehouses, all of which were leased to one or more subsidiaries of Penney Intermediate Holdings LLC under two Master Leases. In connection with the foregoing, certain of the Debtors' lenders received their pro-rata portion of the equity interest in the Trust, as evidenced by the Trust Certificates (as defined below). The aggregate credit bid was not an indicator of the fair value of the assets and liabilities of the Trust as of the Effective Date, and it does not represent the full extent of debt that was owed to the creditor group. The Trust accounted for the reorganization using fresh start accounting under Financial Accounting Standards Board (“FASB”) Accounting Standard Codification ("ASC") Topic 852, which resulted in the Trust becoming a new entity for financial reporting purposes on the Effective Date. Accordingly, all assets and liabilities were recorded at fair value in accordance with accounting requirements for business combinations under ASC 805-20. As of the Effective Date, Old Copper had no ability to exercise any control over the Properties or the Trust and has no affiliation with the Trust. The Trust owns directly or indirectly 100% of the equity or partnership interests (as applicable) in the PropCos. Specifically, the PropCos include (i) CTL Propco I LLC, a Delaware limited liability company, CTL Propco I L.P., a Delaware limited partnership and CTL Propco PR I LLC and CTL Propco PR II LLC, Puerto Rico limited liability companies, which collectively own the fee simple or ground leasehold title (as applicable) to the Retail Properties and (ii) CTL Propco II LLC, a Delaware limited liability company and CTL Propco II L.P., a Delaware limited partnership, which collectively owned the fee simple title to the Warehouses. CTL Propco II LLC and CTL Propco II L.P. were dissolved on October 6, 2022. Trust Agreement The Trust is governed by the Trust Agreement between PropCo Purchaser and the Trustee. The Trust Agreement created a series of equity trust certificates designated as “Copper Property CTL Pass Through Certificates” (the “Trust Certificates”), 75 million of which were issued on the Effective Date. Each Trust Certificate represents a fractional undivided beneficial interest in the Trust and represents the interests of the holders of the Trust Certificates (“Certificateholders”) in the Trust. All Trust Certificateholders shall vote as a single class and shall be in all respects equally and ratably entitled to the benefits of the Trust Agreement without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of the Trust Agreement. The Trustee performs trust administration duties, including treasury management and certificate administration and trustee fees, which are included in “General and administrative expenses” on the accompanying consolidated statements of operations. The Trust pays the Trustee an annual service fee of $100, which is amortized monthly. For the three and nine months ended September 30, 2023, the Trust incurred trustee fees of $25 and $75, respectively. For the three and nine months ended September 30, 2022, the Trust incurred trustee fees of $25 and $75, respectively. On December 30, 2021, the Trust amended the Trust Agreement, without the consent of its Certificateholders (as provided in the Trust Agreement), to permit the Trust to invest moneys held by the Trust instead of holding them in non-interest bearing accounts. The Trust has adopted a policy to maintain its cash equivalents in a government money market fund administered by a major bulge bracket investment banking firm which invests its assets only in (i) cash and (ii) securities issued or guaranteed by the United States or certain U.S. government agencies and having a weighted average life and weighted average maturity of no more than 120 days and 60 days, respectively. Each of these government money market funds is managed to maintain a stable net asset value, thereby eliminating principal risk. Management Agreement The Trust has retained Hilco JCP LLC, an affiliate of Hilco Real Estate LLC, as its independent third-party manager to perform asset management duties with respect to the Properties (together with any of its affiliates, replacement or successor, the “Manager”) pursuant to an agreement with an initial term of 24 months, with automatic six month renewals until the termination of the Trust. The Trust pays the Manager a base management fee (the “Base Fee”) and a fee for each property sold (the “Asset Management Fee”). The Base Fee is an amount equal to the greater of 5.75% of the lease payments of the Properties per month and $333 per month. The Asset Management Fees consist of a closing fee of $50 for each Warehouse sold and a success fee for each Retail Property and Warehouse sold which varies based on the sales proceeds and date sold. The Trust incurred Base Fees of $1,462 and $1,564 for the three months ended September 30, 2023 and 2022, respectively, and $4,406 and $4,746 for the nine months ended September 30, 2023 and 2022, respectively, which are included in “Operating expenses” on the accompanying consolidated statements of operations, of which $486 and $509 as of September 30, 2023 and September 30, 2022, respectively, were included in “Accounts payable and accrued expenses” on the accompanying consolidated balance sheets. The Trust incurred Asset Management Fees of $56 and $263 for the three months ended September 30, 2023 and 2022, and $71 and $406 for the nine months ended September 30, 2023 and 2022, respectively, which are included in “Gain on sales of investment properties, net” on the accompanying consolidated statements of operations.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Sep. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and the rules and regulations of the SEC. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, significant estimates, judgments and assumptions were required in a number of areas, including, but not limited to, estimating the fair value of the investment properties as of the Effective Date, determining the useful lives of real estate properties, determination of the incremental borrowing rate in ground leases, reasonably certain lease terms for ground and master leases, and evaluating the impairment of long-lived assets. The accompanying consolidated financial statements include the accounts of the Trust, as well as all wholly owned subsidiaries of the Trust. All intercompany balances and transactions have been eliminated in consolidation. Wholly owned subsidiaries consist of limited liability companies and limited partnerships. The Trust has evaluated the fee arrangements with the Trustee and Manager to determine if they represent a variable interest, and concluded that the fee arrangements do not create a variable interest. The accompanying consolidated financial statements include the quarterly periods ended September 30, 2023 and 2022 and the nine months ended September 30, 2023 and 2022 (the “Reporting Periods”). These consolidated financial statements should be read in conjunction with the Trust's audited Annual Report on Form 10-K, as amended, for the year ended December 31, 2022 (the“10-K”), as certain disclosures in this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 that would duplicate those included in the 10-K are not included in these consolidated financial statements. Impairment of Investment Properties The Trust’s investment properties are reviewed for potential impairment at the end of each reporting period or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. At such evaluation date, the Trust separately determines whether impairment indicators exist for each property. Examples of situations considered to be impairment indicators include, but are not limited to: • a significant change in the credit quality of tenant; • a reduction in anticipated holding period; • a significant decrease in market price; and • any other quantitative or qualitative events or factors deemed significant by the Trust’s management. If the presence of one or more impairment indicators as described above is identified on an evaluation date or at any point throughout the year with respect to a property, the asset is tested for recoverability by comparing its carrying value to the estimated future undiscounted cash flows. An investment property is considered impaired when the estimated future undiscounted cash flows are less than its current carrying value. When performing a test for recoverability or estimating the fair value of an impaired investment property, the Trust makes certain complex or subjective assumptions that include, but are not limited to: • projected operating cash flows considering factors such as vacancy rates, rental rates, lease terms, tenant financial strength, competitive positioning and property location; • estimated holding period or various potential holding periods when considering probability-weighted scenarios; • projected capital expenditures and lease origination costs; • estimated interest and internal costs expected to be capitalized; • projected cash flows from the anticipated or eventual disposition of an operating property; • comparable selling prices; and • property-specific capitalization rates and discount rates. To the extent impairment has occurred, the Trust will record an impairment charge calculated as the excess of the carrying value of the asset over its estimated fair value. For the nine months ended September 30, 2023 and 2022, no impairment charge was recorded. Investment Properties Held for Sale In determining whether to classify an investment property as held for sale, the Trust considers whether (i) management has committed to a plan to sell the investment property, (ii) the investment property is available for immediate sale in its present condition, subject only to terms that are usual and customary, (iii) the Trust has a legally enforceable contract that has been executed and the buyer's due diligence period, if any, has expired, and (iv) actions required for the Trust to complete the plan indicate that it is unlikely that any significant changes will be made. If all of the above criteria are met, the Trust classifies the investment property as held for sale. When these criteria are met, the Trust (i) suspends depreciation (including depreciation for tenant improvements and building improvements) and amortization of in-place lease intangibles and any above or below market lease intangibles and (ii) records the investment property held for sale at the lower of carrying value or estimated fair value. The assets and liabilities associated with investment properties that are classified as held for sale are presented separately on the consolidated balance sheets for the most recent reporting period. As of September 30, 2023 and December 31, 2022, there were no properties classified as held for sale. Cash and Cash Equivalents The Trust maintains its cash and cash equivalents at major financial institutions. At September 30, 2023 and December 31, 2022, cash equivalents consisted of investments in money market instruments. Cash and cash equivalents totaled $33,937 and $48,922 as of September 30, 2023 and December 31, 2022, respectively. The cash and cash equivalents balance at one or more of these financial institutions exceeds the Federal Depository Insurance Corporation (FDIC) insurance coverage. The Trust periodically assesses the credit risk associated with these financial institutions and believes that the risk of loss is remote. While the Trust did not have any accounts with any recently failed financial institution, nor has it experienced any losses to date on its cash and cash equivalents held in bank accounts, there is no assurance that financial institutions in which we hold our cash and cash equivalents will not fail, in which case we may be subject to a risk of loss or delay in accessing all or a portion of our funds exceeding the FDIC insurance coverage, which could adversely impact our short-term liquidity, ability to operate our business, and financial performance. Lease Income and Accounts Receivable The Trust accounts for leases under the provisions of FASB ASC Topic 842. The Trust commenced recognition of lease income on its Master Leases (as discussed in Note 4) as of the Effective Date. In most cases, revenue recognition under a lease begins when the lessee takes possession or controls the physical use of the leased asset. Generally, this occurs on the lease commencement date. Lease income for leases that have fixed and measurable rent escalations, is recognized on a straight-line basis over the term of each lease. The difference between such lease income earned and the cash rent due under the provisions of a lease is recorded as straight-line rent receivable or payable and is included as a component of “Accounts receivable” in the accompanying consolidated balance sheets. At lease commencement, the Trust estimated that collectibility was probable for the Master Leases due to the creditworthiness analysis performed. Throughout the lease term, individual leases are assessed for collectibility and upon the determination that the collection of rents over the remaining lease life is not probable, lease income is adjusted such that it is recognized on the cash basis of accounting. The Trust will remove the cash basis designation and resume recording lease income from such tenant on an accrual basis when the Trust believes that the collection of rent over the remaining lease term is probable and, generally, based upon a demonstrated payment history. For the Reporting Periods, lease income is accounted for on the accrual basis of accounting. As of September 30, 2023, lease payments of $8,444 received in advance under the terms of the Master Leases are included in "Other liabilities" in the accompanying consolidated balance sheets and will be recognized as lease income in October 2023. As of December 31, 2022, lease payments of $8,555 received in advance under the terms of the Master Leases are included in "Other liabilities" in the accompanying consolidated balance sheets and were recognized as lease income in January 2023. The Trust records all changes in uncollectible lease income as an adjustment to “Lease income” in the accompanying consolidated statement of operations. During the Reporting Periods, there was no uncollectible lease income. Right-of-use Lease Assets and Lease Liabilities The Trust was assigned an interest as lessee of land under 23 non-cancellable ground leases with third party landlords which were classified as operating leases on the Effective Date. As of September 30, 2023, the Trust held an interest as lessee of land under 21 non-cancellable ground leases. Rental expense associated with land that the Trust leases under non-cancellable operating leases is recorded on a straight-line basis over the term of each lease. In accordance with the Master Lease, rental expense associated with land is paid directly by Penney Intermediate Holdings LLC and is included in “Lease income” in the accompanying consolidated statements of operations (see Note 4). On the Effective Date, the Trust recognized right-of-use ("ROU") lease assets and lease liabilities for long-term ground leases. The lease liability is calculated by discounting future lease payments by the Trust’s incremental borrowing rate, which is determined through consideration of (i) the Trust’s entity-specific risk premium, (ii) observable market interest rates and (iii) lease term. The ROU asset is initially measured as the same amount as the lease liability and presented net of the Trust’s existing straight-line ground rent liabilities and ground lease intangible liability. The lease liability is amortized based on changes in the value of discounted future lease payments and the ROU asset is amortized by the difference in the straight-line lease expense for the period and the change in value of the lease liability. The Trust does not include option terms in its future lease payments where they are not reasonably certain to be exercised, however all option terms were considered to be reasonably certain of being exercised through the initial term of the Master Lease. The Trust has elected not to separate lease and non-lease components for operating leases. Income Taxes The Trust is intended to qualify as a liquidating trust within the meaning of United States Treasury Regulation Section 301.7701-4(d) or, in the event it is not so treated, a partnership other than a partnership taxable as a corporation under Section 7704 of the Internal Revenue Code of 1986, as amended. The Trust records a benefit, based on the GAAP measurement criteria, for uncertain income tax positions if the result of a tax position meets a “more likely than not” recognition threshold. All tax returns remain subject to examination by federal and various state tax jurisdictions. As of September 30, 2023 and December 31, 2022, there were no uncertain tax positions and the balance of unrecognized tax benefits was $0. Segment Reporting The Trust’s chief operating decision makers, which are comprised of its Principal Executive Officer and Principal Financial Officer, assess and measure the operating results of the Trust’s portfolio of properties based on net operating income and do not differentiate properties by geography, market, size or type. Each of the Trust’s investment properties is considered a separate operating segment, as each property earns revenue and incurs expenses, operating results are individually reviewed and discrete financial information is available. However, the Trust’s properties are aggregated into one reportable segment because (i) the properties have similar economic characteristics, (ii) the Trust provides similar services to its tenants and (iii) the Trust’s chief operating decision makers evaluate the collective performance of its properties.

INVESTMENT PROPERTIES

INVESTMENT PROPERTIES	9 Months Ended
INVESTMENT PROPERTIES	Sep. 30, 2023
Real Estate [Abstract]
INVESTMENT PROPERTIES	INVESTMENT PROPERTIESAs of September 30, 2023, the Trust's real estate portfolio consisted of 131 Retail Properties across 36 U.S. states and Puerto Rico. The following table presents the amortization during the next five years and thereafter related to the lease intangible assets and liabilities for properties owned as of September 30, 2023: Period from October 1 to December 31, 2023 2024 2025 2026 2027 Thereafter Total Amortization of: Above market lease intangibles (a) $ 1,922 $ 7,687 $ 7,687 $ 7,687 $ 7,687 $ 99,926 $ 132,596 In-place lease intangibles (a) 1,203 4,810 4,810 4,810 4,810 62,534 82,977 Lease intangible assets, net (b) $ 3,125 $ 12,497 $ 12,497 $ 12,497 $ 12,497 $ 162,460 $ 215,573 Below market lease intangibles (a) $ 1,387 $ 5,548 $ 5,548 $ 5,548 $ 5,548 $ 72,127 $ 95,706 Lease intangible liabilities, net (b) $ 1,387 $ 5,548 $ 5,548 $ 5,548 $ 5,548 $ 72,127 $ 95,706 (a) Represents the portion of the leases in which the Trust is the lessor. The amortization of above market lease intangibles is recorded as a reduction to lease income, and the amortization of below market lease intangibles is recorded as an increase to lease income. The amortization of in-place lease intangibles is recorded to depreciation and amortization expense. (b) As of September 30, 2023, lease intangible assets, net and lease intangible liabilities, net are presented net of $33,325 and $14,795 of accumulated amortization, respectively. As of December 31, 2022, lease intangible assets, net and lease intangible liabilities, net are presented net of $24,334 and $10,853 of accumulated amortization, respectively. As of September 30, 2023 and December 31, 2022, the weighted average amortization period for lease intangible assets and lease intangible liabilities was 17.3 years and 18.0 years, respectively. Amortization expense for the three and nine months ended September 30, 2023 and 2022 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Amortization of: In-place lease intangibles $ 1,204 $ 1,299 $ 3,627 $ 3,999 Above market lease intangibles $ 1,933 $ 2,000 $ 5,847 $ 6,001 Below market lease intangibles $ 1,387 $ 1,524 $ 4,180 $ 4,860 Dispositions The following table summarizes the disposition activity for the nine months ended September 30, 2023: Sale Date Location Property Type Ownership Square Footage Gross Sales Proceeds Aggregate Proceeds, Net Gain (Loss) 3/22/23 Temecula, CA Retail Fee Simple 125 $ 6,000 $ 5,869 $ (496) 8/9/23 Katy, TX Retail Fee Simple 100 $ 11,282 $ 11,029 $ 2,687 225 $ 17,282 16,898 $ 2,191 In December 2021, a Retail Property in Queens, New York was sold for aggregate sales proceeds, net of $38,785, of which $1,326 was held in escrow after closing. In March 2023, the amounts held in escrow were released to the Trust and included in gain on sales of investment properties, net. During the nine months ended September 30, 2023, net gain on sales of investment properties was $3,515, which includes a gain of $1,326 less $2 of selling expenses, from the release of escrow from the Retail Property in Queens, New York and a net gain of $2,191 from the dispositions of the Retail Properties in Temecula, California and Katy, Texas. The following table summarizes the disposition activity during the nine months ended September 30, 2022: Sale Date Location Property Type Ownership Square Footage Gross Sales Proceeds Aggregate Proceeds, Net Gain (Loss) 1/6/22 Culver City, CA Retail Fee Simple 204 $ 22,000 $ 20,961 $ 3,651 7/20/22 Pleasanton, CA Retail Fee Simple 156 $ 16,000 $ 15,798 $ 4,795 7/25/22 Franklin, TN Retail Fee Simple 104 $ 5,650 $ 5,565 $ 273 8/25/22 Nashua, NH Retail Fee Simple 105 $ 6,550 $ 6,454 $ 972 8/29/22 Sterling, VA Retail Fee Simple 126 $ 5,650 $ 5,546 $ (413) 9/9/22 Martin Diamond Portfolio (1) Retail Fee Simple 857 $ 53,000 $ 51,379 $ (1,225) 1,552 $ 108,850 $ 105,703 $ 8,053 (1) Portfolio comprised of five Retail Properties located in Annapolis, MD, Springfield, VA, Fairfax, VA, Newark, DE and Columbia, MD. The dispositions completed during the nine months ended September 30, 2023 and 2022 did not qualify for discontinued operations treatment and are not considered individually significant. Investment Properties Held for Sale No Retail Properties were classified as held for sale as of September 30, 2023 or December 31, 2022.

LEASES

LEASES	9 Months Ended
LEASES	Sep. 30, 2023
Leases [Abstract]
LEASES	LEASES Leases as Lessor The Retail Properties are leased pursuant to a single retail master lease (as amended, modified or supplemented from time to time, the “Retail Master Lease”) and the Warehouses were leased pursuant to a single distribution center master lease (as amended, modified or supplemented from time to time, the “DC Master Lease”; together with the Retail Master Lease, the “Master Leases” and individually, each a “Master Lease”). On the Effective Date, Penney Intermediate Holdings LLC assigned all of its right, title and interest as lessor under the Master Leases to the applicable PropCo. Each of the Master Leases has an initial term of 20 years that commenced on December 7, 2020 and is classified as an operating lease. The Trust receives monthly base rent pursuant to the Master Leases, which was 50% abated through December 31, 2021 for each of the Retail Properties. At the beginning of the third lease year, base rent under the Retail Master Lease increases based on changes in the consumer price index (subject to a maximum 2% increase per year) and the increase is not included in fixed lease payments or the future undiscounted lease payments schedule. Upon the sale of the Warehouses in December 2021, the Trust assigned all of its right, title and interest as lessor in the DC Master Lease to the purchaser. The Master Lease requires direct payment of all operating expenses, real estate taxes, ground lease payments (where applicable), capital expenditures and common area maintenance costs by Penney Intermediate Holdings LLC and allows for lessor reimbursement if amounts are not directly paid. Expenses paid directly by Penney Intermediate Holdings LLC are not included in the accompanying consolidated statement of operations, except for ground lease payments made by Penney Intermediate Holdings LLC, since recording cash payments made by Penney Intermediate Holdings LLC is necessary to relieve amounts due to the ground lessor included in the ground lease liabilities. Ground lease payments made by Penney Intermediate Holdings LLC of $3,035 and $3,011 for the nine months ended September 30, 2023 and 2022, respectively, were paid directly to the ground lessor by Penney Intermediate Holdings LLC and were included in “Lease income” in the accompanying consolidated statements of operations. In certain municipalities, the Trust is required to remit sales and use taxes to governmental authorities based upon the rental income received from Properties. These taxes are required to be reimbursed by Penney Intermediate Holdings LLC to the Trust in accordance with the terms of the Master Lease, and are presented net of reimbursement from Penney Intermediate Holdings LLC on the consolidated statements of operations. During the nine months ended September 30, 2023 and 2022, the Trust remitted sales and use taxes of $609 and $526, respectively, which were fully reimbursed by Penney Intermediate Holdings LLC as of the end of each corresponding Reporting Period. From time to time the Trust may have leasing activity with replacement tenants other than Penney Intermediate Holdings LLC, but has had none to date. Lease income related to the Trust’s operating leases during the three and nine months ended September 30, 2023 and 2022 is comprised of the following: Lease income related to fixed lease payments Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Contractual base rent $ 25,425 $ 27,212 $ 76,634 $ 82,538 Straight-line rental income, net (a) (585) (626) (1,763) (1,899) Lease income related to variable lease payments Ground lease reimbursement income (b) 1,019 1,004 3,035 3,011 Other Amortization of above and below market lease intangibles (c) (546) (476) (1,667) (1,140) Lease income $ 25,313 $ 27,114 $ 76,239 $ 82,510 (a) Represents the impact of straight-line rent (contractual rent exceeds straight line rent). (b) Ground lease reimbursement income consists of lease payments due from the tenant for land leased under non-cancellable operating leases. (c) Represents above and below market lease amortization recognized straight line over the lease term. As of September 30, 2023, undiscounted lease payments to be received under operating leases, for the next five years and thereafter are as follows: Lease Payments Period from October 1 to December 31, 2023 $ 25,332 2024 101,326 2025 101,326 2026 101,326 2027 101,326 Thereafter 1,317,240 Total $ 1,747,876 The weighted average remaining lease terms range was approximately 17.3 years as of September 30, 2023. Leases as Lessee The Trust leases land under operating ground leases at certain of its Properties, which expire in various years from 2038 to 2096, including any available option periods that are reasonably certain to be exercised. All option terms were considered to be reasonably certain of being exercised through the initial term of the Master Lease. The components of ground lease rent expense, which are included within “Operating expenses” in the accompanying consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022, were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Amortization of: Above market ground lease intangibles $ (160) $ (160) $ (480) $ (480) Below market ground lease intangibles 365 425 1,095 1,274 Amortization of right-of-use assets 252 256 760 770 Interest expense 1,038 1,034 3,111 3,101 Ground lease rent expense $ 1,495 $ 1,555 $ 4,486 $ 4,665 There were no cash payments for ground lease rent expense as these payments are made by the tenant. As of September 30, 2023, undiscounted future rental obligations to be paid under the long-term ground leases by Penney Intermediate Holdings LLC under the terms of the Master Lease on behalf of the Trust, including fixed rental increases, for the next five years and thereafter, are as follows: Lease Obligations Period from October 1 to December 31, 2023 $ 1,027 2024 4,124 2025 4,116 2026 4,138 2027 4,197 Thereafter 220,159 Less imputed interest (200,009) Lease liabilities as of September 30, 2023 $ 37,752 The Trust’s long-term ground leases had a weighted average remaining lease term of 43.6 years and a weighted average discount rate of 11.0% as of September 30, 2023.
LEASES	LEASES Leases as Lessor The Retail Properties are leased pursuant to a single retail master lease (as amended, modified or supplemented from time to time, the “Retail Master Lease”) and the Warehouses were leased pursuant to a single distribution center master lease (as amended, modified or supplemented from time to time, the “DC Master Lease”; together with the Retail Master Lease, the “Master Leases” and individually, each a “Master Lease”). On the Effective Date, Penney Intermediate Holdings LLC assigned all of its right, title and interest as lessor under the Master Leases to the applicable PropCo. Each of the Master Leases has an initial term of 20 years that commenced on December 7, 2020 and is classified as an operating lease. The Trust receives monthly base rent pursuant to the Master Leases, which was 50% abated through December 31, 2021 for each of the Retail Properties. At the beginning of the third lease year, base rent under the Retail Master Lease increases based on changes in the consumer price index (subject to a maximum 2% increase per year) and the increase is not included in fixed lease payments or the future undiscounted lease payments schedule. Upon the sale of the Warehouses in December 2021, the Trust assigned all of its right, title and interest as lessor in the DC Master Lease to the purchaser. The Master Lease requires direct payment of all operating expenses, real estate taxes, ground lease payments (where applicable), capital expenditures and common area maintenance costs by Penney Intermediate Holdings LLC and allows for lessor reimbursement if amounts are not directly paid. Expenses paid directly by Penney Intermediate Holdings LLC are not included in the accompanying consolidated statement of operations, except for ground lease payments made by Penney Intermediate Holdings LLC, since recording cash payments made by Penney Intermediate Holdings LLC is necessary to relieve amounts due to the ground lessor included in the ground lease liabilities. Ground lease payments made by Penney Intermediate Holdings LLC of $3,035 and $3,011 for the nine months ended September 30, 2023 and 2022, respectively, were paid directly to the ground lessor by Penney Intermediate Holdings LLC and were included in “Lease income” in the accompanying consolidated statements of operations. In certain municipalities, the Trust is required to remit sales and use taxes to governmental authorities based upon the rental income received from Properties. These taxes are required to be reimbursed by Penney Intermediate Holdings LLC to the Trust in accordance with the terms of the Master Lease, and are presented net of reimbursement from Penney Intermediate Holdings LLC on the consolidated statements of operations. During the nine months ended September 30, 2023 and 2022, the Trust remitted sales and use taxes of $609 and $526, respectively, which were fully reimbursed by Penney Intermediate Holdings LLC as of the end of each corresponding Reporting Period. From time to time the Trust may have leasing activity with replacement tenants other than Penney Intermediate Holdings LLC, but has had none to date. Lease income related to the Trust’s operating leases during the three and nine months ended September 30, 2023 and 2022 is comprised of the following: Lease income related to fixed lease payments Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Contractual base rent $ 25,425 $ 27,212 $ 76,634 $ 82,538 Straight-line rental income, net (a) (585) (626) (1,763) (1,899) Lease income related to variable lease payments Ground lease reimbursement income (b) 1,019 1,004 3,035 3,011 Other Amortization of above and below market lease intangibles (c) (546) (476) (1,667) (1,140) Lease income $ 25,313 $ 27,114 $ 76,239 $ 82,510 (a) Represents the impact of straight-line rent (contractual rent exceeds straight line rent). (b) Ground lease reimbursement income consists of lease payments due from the tenant for land leased under non-cancellable operating leases. (c) Represents above and below market lease amortization recognized straight line over the lease term. As of September 30, 2023, undiscounted lease payments to be received under operating leases, for the next five years and thereafter are as follows: Lease Payments Period from October 1 to December 31, 2023 $ 25,332 2024 101,326 2025 101,326 2026 101,326 2027 101,326 Thereafter 1,317,240 Total $ 1,747,876 The weighted average remaining lease terms range was approximately 17.3 years as of September 30, 2023. Leases as Lessee The Trust leases land under operating ground leases at certain of its Properties, which expire in various years from 2038 to 2096, including any available option periods that are reasonably certain to be exercised. All option terms were considered to be reasonably certain of being exercised through the initial term of the Master Lease. The components of ground lease rent expense, which are included within “Operating expenses” in the accompanying consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022, were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Amortization of: Above market ground lease intangibles $ (160) $ (160) $ (480) $ (480) Below market ground lease intangibles 365 425 1,095 1,274 Amortization of right-of-use assets 252 256 760 770 Interest expense 1,038 1,034 3,111 3,101 Ground lease rent expense $ 1,495 $ 1,555 $ 4,486 $ 4,665 There were no cash payments for ground lease rent expense as these payments are made by the tenant. As of September 30, 2023, undiscounted future rental obligations to be paid under the long-term ground leases by Penney Intermediate Holdings LLC under the terms of the Master Lease on behalf of the Trust, including fixed rental increases, for the next five years and thereafter, are as follows: Lease Obligations Period from October 1 to December 31, 2023 $ 1,027 2024 4,124 2025 4,116 2026 4,138 2027 4,197 Thereafter 220,159 Less imputed interest (200,009) Lease liabilities as of September 30, 2023 $ 37,752 The Trust’s long-term ground leases had a weighted average remaining lease term of 43.6 years and a weighted average discount rate of 11.0% as of September 30, 2023.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Master Leases Landlord Option Properties: On the Effective Date, the Retail Master Lease provides the Trust an option on 23 of the Retail Properties allowing current or future landlords to terminate the Retail Master Lease as to that property upon 24 months’ prior written notice. This option is limited (for the Trust, but not for future landlords) to eight Retail Properties in any lease year. As of December 31, 2022, the Trust had sold 16 Retail Properties with landlord termination options. During the nine months ended September 30, 2023, no Retail Properties with landlord termination options were sold. As of September 30, 2023, there were seven remaining Retail Properties with landlord termination options. Tenant Option Properties: On the Effective Date, the Retail Master Lease provided Penney Intermediate Holdings LLC an option to terminate the Retail Master Lease upon 24 months’ prior written notice as to all or a portion of any one or more of six specified properties. This option is limited to no more than five Properties in any lease year. As of December 31, 2022, the Trust had sold five Retail Properties with tenant termination options. During the nine months ended September 30, 2023, no Retail Properties with tenant termination options were sold. As of September 30, 2023, there was one remaining Retail Property with a tenant termination option. Substitution Options and Go Dark Rights: The Retail Master Lease provides Penney Intermediate Holdings LLC an option to terminate the Retail Master Lease with respect to selected sub-performing properties upon replacement of such sub-performing properties with a qualified replacement property in accordance with the terms and conditions of the Retail Master Lease. Notwithstanding the foregoing, Penney Intermediate Holdings LLC shall only be entitled to exercise a substitution option (i) between the third and 15th anniversary of the commencement date of the Retail Master Lease and (ii) if the aggregate allocated base rent amounts for all Go Dark/Substitution Properties (as defined in the Retail Master Lease) during the applicable period (as described in the Retail Master Lease) is less than or equal to 15% of the aggregate first year’s base rent. The Retail Master Lease also provides Penney Intermediate Holdings LLC with the limited right to “go dark” (i.e., cease operations) at one or more Retail Properties in certain limited circumstances as set forth in the Retail Master Lease; provided that such right does not relieve Penney Intermediate Holdings LLC of its obligation to make any rent payments that are due and owing. Penney Intermediate Holdings LLC has not ceased operations at any of the Retail Properties as of September 30, 2023. Tenant Purchase Rights: On the Effective Date, the Master Leases contained preferential offer rights in favor of Penney Intermediate Holdings LLC with respect to 70 of the Retail Properties and each of the Warehouses (the “Tenant Purchase Rights”), which enable Penney Intermediate Holdings LLC, in connection with a potential sale of such Properties, to acquire such Properties for a price determined in accordance with the procedures set forth in the Master Leases. These Tenant Purchase Rights require the Trust to reoffer a property to the tenant in the event it is not sold within a specified period of time at a specified minimum price related to the preferential purchase price. Eighteen of these Retail Properties, of which three were purchased by an affiliate of the tenant, and all of the Warehouses, of which none were purchased by the tenant, have been sold as of September 30, 2023. Lockout Periods: The Trust agreed not to deliver notice to Penney Intermediate Holdings LLC formally commencing the sales process at those Properties subject to the Tenant Purchase Rights prior to the dates specified in the applicable Master Lease for such Properties. All lockout periods with respect to the Tenant Purchase Rights for the 70 Retail Properties have expired. Environmental Matters Federal law (and the laws of some states in which we own or may acquire properties) imposes liability on a landowner for the presence on the premises of hazardous substances or wastes (as defined by present and future federal and state laws and regulations). This liability is without regard to fault or knowledge of the presence of such substances and may be imposed jointly and severally upon all succeeding landowners. If such hazardous substance is discovered on a property owned by us, we could incur liability for the removal of the substances and the cleanup of the property. There can be no assurance that we would have effective remedies against prior owners of the property. In addition, we may be liable to current or future tenants and may find it difficult or impossible to sell the property either prior to or following such a cleanup. There are no environmental matters that are expected to have a material effect on the Trust’s consolidated financial statements. Risk of Uninsured Property Losses The Trust maintains property damage, fire loss, environmental, and liability insurance in addition to the insurance required to be maintained by the Tenant pursuant to the Master Leases. However, there are certain types of losses (generally of a catastrophic nature) which may be either uninsurable or not economically insurable. Such excluded risks may include war, earthquakes, tornados, floods and certain other environmental hazards. Should such events occur, (i) we may suffer a loss of capital invested, (ii) tenant may suffer losses and may be unable to pay rent for the spaces, and (iii) we may suffer a loss of profits which might be anticipated from one or more properties. Significant Risks and Uncertainties Although disruptions stemming from the COVID-19 pandemic have subsided, inflation, rising interest rates, reduced consumer spending, labor shortages, supply chain disruptions and global capital markets volatility pose increasing risks to the Company and the U.S. economy. The ongoing and potential future impacts of global conflicts, such as between Russia and Ukraine and in the Middle East, among others is also contributing to economic and geopolitical uncertainty. While we did not incur any disruptions to our lease income and occupancy during the nine months ended September 30, 2023 as a result of these adverse political and economic conditions, credit markets or other events, we continue to closely monitor the impact of these factors as they may have a negative impact on our or Penney Intermediate Holdings LLC’s business. Concentration of Credit Risk As of September 30, 2023, all of the Properties were leased to Penney Intermediate Holdings LLC, and all of the Trust’s lease income was derived from the Master Leases (see Note 4). The Properties' tenants constitute a significant asset concentration, as all tenants are subsidiaries of Penney Intermediate Holdings LLC and Penney Intermediate Holdings LLC provides financial guarantees with respect to the Master Leases. Until the Trust materially diversifies the composition of tenants for its properties, an event that has a material adverse effect on Penney Intermediate Holdings LLC’s business, financial condition or results of operations could have a material adverse effect on the Trust’s business, financial condition or results of operations. As of September 30, 2023, the Trust's properties are located across 36 U.S. states and Puerto Rico. For the nine months ended September 30, 2023, the Trust's lease income was concentrated in two states as follows: California 18.8% and Texas 13.4%. For the nine months ended September 30, 2022, the Trust's lease income was concentrated in two states as follows: California 18.5% and Texas 13.7%. Litigation

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTSSubsequent to September 30, 2023, we paid monthly distributions to Certificateholders of $7,720 or $0.10 per certificate in October 2023. On November 6, 2023, we announced a distribution of $7,926 or $0.11 per certificate to be paid on November 10, 2023 to Certificateholders.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net income	$ 19,693	$ 20,669	$ 53,679	$ 57,690

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and the rules and regulations of the SEC. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, significant estimates, judgments and assumptions were required in a number of areas, including, but not limited to, estimating the fair value of the investment properties as of the Effective Date, determining the useful lives of real estate properties, determination of the incremental borrowing rate in ground leases, reasonably certain lease terms for ground and master leases, and evaluating the impairment of long-lived assets. The accompanying consolidated financial statements include the accounts of the Trust, as well as all wholly owned subsidiaries of the Trust. All intercompany balances and transactions have been eliminated in consolidation. Wholly owned subsidiaries consist of limited liability companies and limited partnerships. The Trust has evaluated the fee arrangements with the Trustee and Manager to determine if they represent a variable interest, and concluded that the fee arrangements do not create a variable interest. The accompanying consolidated financial statements include the quarterly periods ended September 30, 2023 and 2022 and the nine months ended September 30, 2023 and 2022 (the “Reporting Periods”). These consolidated financial statements should be read in conjunction with the Trust's audited Annual Report on Form 10-K, as amended, for the year ended December 31, 2022 (the“10-K”), as certain disclosures in this Quarterly Report on
Impairment of Investment Properties and Investment Properties Held for Sale	Impairment of Investment Properties The Trust’s investment properties are reviewed for potential impairment at the end of each reporting period or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. At such evaluation date, the Trust separately determines whether impairment indicators exist for each property. Examples of situations considered to be impairment indicators include, but are not limited to: • a significant change in the credit quality of tenant; • a reduction in anticipated holding period; • a significant decrease in market price; and • any other quantitative or qualitative events or factors deemed significant by the Trust’s management. If the presence of one or more impairment indicators as described above is identified on an evaluation date or at any point throughout the year with respect to a property, the asset is tested for recoverability by comparing its carrying value to the estimated future undiscounted cash flows. An investment property is considered impaired when the estimated future undiscounted cash flows are less than its current carrying value. When performing a test for recoverability or estimating the fair value of an impaired investment property, the Trust makes certain complex or subjective assumptions that include, but are not limited to: • projected operating cash flows considering factors such as vacancy rates, rental rates, lease terms, tenant financial strength, competitive positioning and property location; • estimated holding period or various potential holding periods when considering probability-weighted scenarios; • projected capital expenditures and lease origination costs; • estimated interest and internal costs expected to be capitalized; • projected cash flows from the anticipated or eventual disposition of an operating property; • comparable selling prices; and • property-specific capitalization rates and discount rates. To the extent impairment has occurred, the Trust will record an impairment charge calculated as the excess of the carrying value of the asset over its estimated fair value. For the nine months ended September 30, 2023 and 2022, no impairment charge was recorded. Investment Properties Held for Sale In determining whether to classify an investment property as held for sale, the Trust considers whether (i) management has committed to a plan to sell the investment property, (ii) the investment property is available for immediate sale in its present condition, subject only to terms that are usual and customary, (iii) the Trust has a legally enforceable contract that has been executed and the buyer's due diligence period, if any, has expired, and (iv) actions required for the Trust to complete the plan indicate that it is unlikely that any significant changes will be made.
Cash and Cash Equivalents	Cash and Cash Equivalents The Trust maintains its cash and cash equivalents at major financial institutions. At September 30, 2023 and December 31, 2022, cash equivalents consisted of investments in money market instruments. Cash and cash equivalents totaled $33,937 and $48,922 as of September 30, 2023 and December 31, 2022, respectively. The cash and cash equivalents balance at one or more of these financial institutions exceeds the Federal Depository Insurance Corporation (FDIC) insurance coverage. The Trust periodically assesses the credit risk associated with these financial institutions and believes that the risk of loss is remote. While the Trust did not have any accounts with any recently failed financial institution, nor has it experienced any losses to date on its cash and cash equivalents held in bank accounts, there is no assurance that financial institutions in which we hold our cash and cash equivalents will not fail, in which case we may be subject to a risk of loss or delay in accessing all or a portion of our funds exceeding the FDIC insurance coverage, which could adversely impact our short-term liquidity, ability to operate our business, and financial performance.
Lease Income and Accounts Receivable	Lease Income and Accounts Receivable The Trust accounts for leases under the provisions of FASB ASC Topic 842. The Trust commenced recognition of lease income on its Master Leases (as discussed in Note 4) as of the Effective Date. In most cases, revenue recognition under a lease begins when the lessee takes possession or controls the physical use of the leased asset. Generally, this occurs on the lease commencement date. Lease income for leases that have fixed and measurable rent escalations, is recognized on a straight-line basis over the term of each lease. The difference between such lease income earned and the cash rent due under the provisions of a lease is recorded as straight-line rent receivable or payable and is included as a component of “Accounts receivable” in the accompanying consolidated balance sheets. At lease commencement, the Trust estimated that collectibility was probable for the Master Leases due to the creditworthiness analysis performed. Throughout the lease term, individual leases are assessed for collectibility and upon the determination that the collection of rents over the remaining lease life is not probable, lease income is adjusted such that it is recognized on the cash basis of accounting. The Trust will remove the cash basis designation and resume recording lease income from such tenant on an accrual basis when the Trust believes that the collection of rent over the remaining lease term is probable and, generally, based upon a demonstrated payment history. For the Reporting Periods, lease income is accounted for on the accrual basis of accounting. As of September 30, 2023, lease payments of $8,444 received in advance under the terms of the Master Leases are included in "Other liabilities" in the accompanying consolidated balance sheets and will be recognized as lease income in October 2023. As of December 31, 2022, lease payments of $8,555 received in advance under the terms of the Master Leases are included in "Other liabilities" in the accompanying consolidated balance sheets and were recognized as lease income in January 2023. The Trust records all changes in uncollectible lease income as an adjustment to “Lease income” in the accompanying consolidated statement of operations. During the Reporting Periods, there was no uncollectible lease income.
Right-of-use Lease Assets and Lease Liabilities	Right-of-use Lease Assets and Lease Liabilities The Trust was assigned an interest as lessee of land under 23 non-cancellable ground leases with third party landlords which were classified as operating leases on the Effective Date. As of September 30, 2023, the Trust held an interest as lessee of land under 21 non-cancellable ground leases. Rental expense associated with land that the Trust leases under non-cancellable operating leases is recorded on a straight-line basis over the term of each lease. In accordance with the Master Lease, rental expense associated with land is paid directly by Penney Intermediate Holdings LLC and is included in “Lease income” in the accompanying consolidated statements of operations (see Note 4). On the Effective Date, the Trust recognized right-of-use ("ROU") lease assets and lease liabilities for long-term ground leases. The lease liability is calculated by discounting future lease payments by the Trust’s incremental borrowing rate, which is determined through consideration of (i) the Trust’s entity-specific risk premium, (ii) observable market interest rates and (iii) lease term. The ROU asset is initially measured as the same amount as the lease liability and presented net of the Trust’s existing straight-line ground rent liabilities and ground lease intangible liability. The lease liability is amortized based on changes in the value of discounted future lease payments and the ROU asset is amortized by the difference in the straight-line lease expense for the period and the change in value of the lease liability. The Trust does not include option terms in its future lease payments where they are not reasonably certain to be exercised, however all option terms were considered to be reasonably certain of being exercised through the initial term of the Master Lease. The Trust has elected not to separate lease and non-lease components for operating leases.
Income Taxes	Income Taxes The Trust is intended to qualify as a liquidating trust within the meaning of United States Treasury Regulation Section 301.7701-4(d) or, in the event it is not so treated, a partnership other than a partnership taxable as a corporation under Section 7704 of the Internal Revenue Code of 1986, as amended.
Segment Reporting	Segment Reporting The Trust’s chief operating decision makers, which are comprised of its Principal Executive Officer and Principal Financial Officer, assess and measure the operating results of the Trust’s portfolio of properties based on net operating income and do not differentiate properties by geography, market, size or type. Each of the Trust’s investment properties is considered a separate operating segment, as each property earns revenue and incurs expenses, operating results are individually reviewed and discrete financial information is available. However, the Trust’s properties are aggregated into one reportable segment because (i) the properties have similar economic characteristics, (ii) the Trust provides similar services to its tenants and (iii) the Trust’s chief operating decision makers evaluate the collective performance of its properties.

INVESTMENT PROPERTIES (Tables)

INVESTMENT PROPERTIES (Tables)	9 Months Ended
INVESTMENT PROPERTIES (Tables)	Sep. 30, 2023
Real Estate [Abstract]
Amortization related to the acquired lease intangible assets and liabilities	The following table presents the amortization during the next five years and thereafter related to the lease intangible assets and liabilities for properties owned as of September 30, 2023: Period from October 1 to December 31, 2023 2024 2025 2026 2027 Thereafter Total Amortization of: Above market lease intangibles (a) $ 1,922 $ 7,687 $ 7,687 $ 7,687 $ 7,687 $ 99,926 $ 132,596 In-place lease intangibles (a) 1,203 4,810 4,810 4,810 4,810 62,534 82,977 Lease intangible assets, net (b) $ 3,125 $ 12,497 $ 12,497 $ 12,497 $ 12,497 $ 162,460 $ 215,573 Below market lease intangibles (a) $ 1,387 $ 5,548 $ 5,548 $ 5,548 $ 5,548 $ 72,127 $ 95,706 Lease intangible liabilities, net (b) $ 1,387 $ 5,548 $ 5,548 $ 5,548 $ 5,548 $ 72,127 $ 95,706 (a) Represents the portion of the leases in which the Trust is the lessor. The amortization of above market lease intangibles is recorded as a reduction to lease income, and the amortization of below market lease intangibles is recorded as an increase to lease income. The amortization of in-place lease intangibles is recorded to depreciation and amortization expense. (b) As of September 30, 2023, lease intangible assets, net and lease intangible liabilities, net are presented net of $33,325 and $14,795 of accumulated amortization, respectively. As of December 31, 2022, lease intangible assets, net and lease intangible liabilities, net are presented net of $24,334 and $10,853 of accumulated amortization, respectively.
Amortization expense	Amortization expense for the three and nine months ended September 30, 2023 and 2022 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Amortization of: In-place lease intangibles $ 1,204 $ 1,299 $ 3,627 $ 3,999 Above market lease intangibles $ 1,933 $ 2,000 $ 5,847 $ 6,001 Below market lease intangibles $ 1,387 $ 1,524 $ 4,180 $ 4,860
Dispositions	The following table summarizes the disposition activity for the nine months ended September 30, 2023: Sale Date Location Property Type Ownership Square Footage Gross Sales Proceeds Aggregate Proceeds, Net Gain (Loss) 3/22/23 Temecula, CA Retail Fee Simple 125 $ 6,000 $ 5,869 $ (496) 8/9/23 Katy, TX Retail Fee Simple 100 $ 11,282 $ 11,029 $ 2,687 225 $ 17,282 16,898 $ 2,191 The following table summarizes the disposition activity during the nine months ended September 30, 2022: Sale Date Location Property Type Ownership Square Footage Gross Sales Proceeds Aggregate Proceeds, Net Gain (Loss) 1/6/22 Culver City, CA Retail Fee Simple 204 $ 22,000 $ 20,961 $ 3,651 7/20/22 Pleasanton, CA Retail Fee Simple 156 $ 16,000 $ 15,798 $ 4,795 7/25/22 Franklin, TN Retail Fee Simple 104 $ 5,650 $ 5,565 $ 273 8/25/22 Nashua, NH Retail Fee Simple 105 $ 6,550 $ 6,454 $ 972 8/29/22 Sterling, VA Retail Fee Simple 126 $ 5,650 $ 5,546 $ (413) 9/9/22 Martin Diamond Portfolio (1) Retail Fee Simple 857 $ 53,000 $ 51,379 $ (1,225) 1,552 $ 108,850 $ 105,703 $ 8,053 (1) Portfolio comprised of five Retail Properties located in Annapolis, MD, Springfield, VA, Fairfax, VA, Newark, DE and Columbia, MD.

LEASES (Tables)

LEASES (Tables)	9 Months Ended
LEASES (Tables)	Sep. 30, 2023
Leases [Abstract]
Lease income related to operating leases	Lease income related to the Trust’s operating leases during the three and nine months ended September 30, 2023 and 2022 is comprised of the following: Lease income related to fixed lease payments Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Contractual base rent $ 25,425 $ 27,212 $ 76,634 $ 82,538 Straight-line rental income, net (a) (585) (626) (1,763) (1,899) Lease income related to variable lease payments Ground lease reimbursement income (b) 1,019 1,004 3,035 3,011 Other Amortization of above and below market lease intangibles (c) (546) (476) (1,667) (1,140) Lease income $ 25,313 $ 27,114 $ 76,239 $ 82,510 (a) Represents the impact of straight-line rent (contractual rent exceeds straight line rent). (b) Ground lease reimbursement income consists of lease payments due from the tenant for land leased under non-cancellable operating leases. (c) Represents above and below market lease amortization recognized straight line over the lease term.
Undiscounted lease payments to be received under operating leases	As of September 30, 2023, undiscounted lease payments to be received under operating leases, for the next five years and thereafter are as follows: Lease Payments Period from October 1 to December 31, 2023 $ 25,332 2024 101,326 2025 101,326 2026 101,326 2027 101,326 Thereafter 1,317,240 Total $ 1,747,876
Components of ground lease rent expense	The components of ground lease rent expense, which are included within “Operating expenses” in the accompanying consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022, were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Amortization of: Above market ground lease intangibles $ (160) $ (160) $ (480) $ (480) Below market ground lease intangibles 365 425 1,095 1,274 Amortization of right-of-use assets 252 256 760 770 Interest expense 1,038 1,034 3,111 3,101 Ground lease rent expense $ 1,495 $ 1,555 $ 4,486 $ 4,665
Undiscounted future rental obligations to be paid under long-term ground and office leases	As of September 30, 2023, undiscounted future rental obligations to be paid under the long-term ground leases by Penney Intermediate Holdings LLC under the terms of the Master Lease on behalf of the Trust, including fixed rental increases, for the next five years and thereafter, are as follows: Lease Obligations Period from October 1 to December 31, 2023 $ 1,027 2024 4,124 2025 4,116 2026 4,138 2027 4,197 Thereafter 220,159 Less imputed interest (200,009) Lease liabilities as of September 30, 2023 $ 37,752

ORGANIZATION (Details)

ORGANIZATION (Details) $ in Thousands, ft² in Millions		3 Months Ended		9 Months Ended
ORGANIZATION (Details) $ in Thousands, ft² in Millions	Jan. 30, 2021 USD ($) property lease shares	Sep. 30, 2023 USD ($) ft² state property	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) ft² state property	Sep. 30, 2022 USD ($)	Dec. 31, 2021 property	Oct. 28, 2020
Real Estate [Line Items]
Number of master leases \| lease	2
Number of real estate properties encumbered \| property		21		21
Number of states operated in \| state		36		36
Square feet of leasable space \| ft²		17.4		17.4
Asset purchase agreement, consideration	$ 1,000,000
Trust certificates issued (in shares) \| shares	75,000,000
Related party, annual service fee				$ 100
General and administrative expenses		$ 952	$ 2,180	$ 3,545	$ 6,806
Management agreement term				24 months
Management agreement automatic renewal term				6 months
Base management fee percentage				5.75%
Base management fee, monthly amount				$ 333
Closing fee per DC property sold				50
Base management fees		1,462	1,564	4,406	4,746
Base management fees payable		486	509	486	509
Asset management fees		56	263	71	406
Related Party
Real Estate [Line Items]
General and administrative expenses		$ 25	$ 25	$ 75	$ 75
PropCos
Real Estate [Line Items]
Ownership percentage by parent	100%
Senior Notes \| First Lien Notes \| Old Copper
Real Estate [Line Items]
Interest rate							5.875%
Credit Facility \| First Lien Notes
Real Estate [Line Items]
Asset purchase agreement, debt assumed	$ 100,000
Credit Facility \| DIP Facility
Real Estate [Line Items]
Asset purchase agreement, debt assumed	$ 900,000
Retail
Real Estate [Line Items]
Number of real estate properties \| property	160	131		131
Warehouse
Real Estate [Line Items]
Number of real estate properties \| property	6
Number of real estate properties sold, cumulative \| property						6

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($) segment lease property	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) property	Jan. 30, 2021 lease
Accounting Policies [Abstract]
Provision for impairment of investment properties	$ 0	$ 0
Number of properties held for sale \| property	0		0
Cash and cash equivalents	$ 33,937		$ 48,922
Lease payments received in advance	$ 8,444		8,555
Number of lease contracts \| lease	21			23
Unrecognized tax benefits	$ 0		$ 0
Number of reportable segments \| segment	1

INVESTMENT PROPERTIES - Additio

INVESTMENT PROPERTIES - Additional Information (Details) $ in Thousands		1 Months Ended	3 Months Ended			9 Months Ended
	Sep. 09, 2022 USD ($) property	Dec. 31, 2021 USD ($)	Sep. 30, 2023 USD ($) state property	Mar. 31, 2023	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) state property	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) property	Jan. 30, 2021 property
Real Estate Properties [Line Items]
Number of states operated in \| state			36			36
Acquired lease intangible assets, net, accumulated amortization			$ 33,325			$ 33,325		$ 24,334
Acquired lease intangible liabilities, accumulated amortization			14,795			$ 14,795		$ 10,853
Weighted average amortization period for acquired lease intangible assets and liabilities				18 years		17 years 3 months 18 days
Aggregate Proceeds, Net						$ 18,224	$ 105,703
Gain on sales of investment properties, net			$ 2,687		$ 4,402	3,515	$ 8,053
Queens, NY
Real Estate Properties [Line Items]
Aggregate Proceeds, Net		$ 38,785
Escrow amount						1,326
Gain on sales of investment properties, net						3,515
Selling expenses						$ 2
Martin Diamond Portfolio
Real Estate Properties [Line Items]
Aggregate Proceeds, Net	$ 51,379
Gain on sales of investment properties, net	$ (1,225)
Retail
Real Estate Properties [Line Items]
Number of real estate properties \| property			131			131			160
Retail \| Martin Diamond Portfolio
Real Estate Properties [Line Items]
Number of real estate properties \| property	5
Retail \| Discontinued Operations, Held-for-Sale or Disposed of by Sale
Real Estate Properties [Line Items]
Number of real estate properties \| property			0			0		0

INVESTMENT PROPERTIES - Amortiz

INVESTMENT PROPERTIES - Amortization (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Acquired lease intangible assets, net
Period from October 1 to December 31, 2023	$ 3,125		$ 3,125
2024	12,497		12,497
2025	12,497		12,497
2026	12,497		12,497
2027	12,497		12,497
Thereafter	162,460		162,460
Total	215,573		215,573		$ 228,529
Acquired below market lease intangibles
Period from October 1 to December 31, 2023	1,387		1,387
2024	5,548		5,548
2025	5,548		5,548
2026	5,548		5,548
2027	5,548		5,548
Thereafter	72,127		72,127
Total	95,706		95,706		$ 101,920
Amortization of below market lease intangibles	1,387	$ 1,524	4,180	$ 4,860
Above market lease intangibles
Acquired lease intangible assets, net
Period from October 1 to December 31, 2023	1,922		1,922
2024	7,687		7,687
2025	7,687		7,687
2026	7,687		7,687
2027	7,687		7,687
Thereafter	99,926		99,926
Total	132,596		132,596
Acquired below market lease intangibles
Amortization of lease intangible assets	1,933	2,000	5,847	6,001
In-place lease value intangibles
Acquired lease intangible assets, net
Period from October 1 to December 31, 2023	1,203		1,203
2024	4,810		4,810
2025	4,810		4,810
2026	4,810		4,810
2027	4,810		4,810
Thereafter	62,534		62,534
Total	82,977		82,977
Acquired below market lease intangibles
Amortization of lease intangible assets	$ 1,204	$ 1,299	$ 3,627	$ 3,999

INVESTMENT PROPERTIES - Disposi

INVESTMENT PROPERTIES - Dispositions (Details) ft² in Thousands, $ in Thousands

3 Months Ended

9 Months Ended

Aug. 09, 2023 USD ($) ft²

Mar. 22, 2023 USD ($) ft²

Sep. 09, 2022 USD ($) ft²

Aug. 29, 2022 USD ($) ft²

Aug. 25, 2022 USD ($) ft²

Jul. 25, 2022 USD ($) ft²

Jul. 20, 2022 USD ($) ft²

Jan. 06, 2022 USD ($) ft²

Sep. 30, 2023 USD ($) ft²

Sep. 30, 2022 USD ($) ft²

Sep. 30, 2023 USD ($) ft²

Sep. 30, 2022 USD ($) ft²

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Square Footage | ft²

1,552

Gross Sales Proceeds

$ 108,850

Aggregate Proceeds, Net

$ 18,224

105,703

Gain on sales of investment properties, net

$ 2,687

$ 4,402

$ 3,515

$ 8,053

Temecula, CA

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Square Footage | ft²

125

Gross Sales Proceeds

$ 6,000

Aggregate Proceeds, Net

5,869

Gain on sales of investment properties, net

$ (496)

Temecula, CA & Katy, TX

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Square Footage | ft²

225

Gross Sales Proceeds

$ 17,282

Aggregate Proceeds, Net

16,898

Gain on sales of investment properties, net

$ 2,191

Culver City, CA

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Square Footage | ft²

204

Gross Sales Proceeds

$ 22,000

Aggregate Proceeds, Net

20,961

Gain on sales of investment properties, net

$ 3,651

Pleasanton, CA

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Square Footage | ft²

156

Gross Sales Proceeds

$ 16,000

Aggregate Proceeds, Net

15,798

Gain on sales of investment properties, net

$ 4,795

Franklin, TN

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Square Footage | ft²

104

Gross Sales Proceeds

$ 5,650

Aggregate Proceeds, Net

5,565

Gain on sales of investment properties, net

$ 273

Nashua, NH

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Square Footage | ft²

105

Gross Sales Proceeds

$ 6,550

Aggregate Proceeds, Net

6,454

Gain on sales of investment properties, net

$ 972

Sterling, VA

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Square Footage | ft²

126

Gross Sales Proceeds

$ 5,650

Aggregate Proceeds, Net

5,546

Gain on sales of investment properties, net

$ (413)

Martin Diamond Portfolio

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Square Footage | ft²

857

Gross Sales Proceeds

$ 53,000

Aggregate Proceeds, Net

51,379

Gain on sales of investment properties, net

$ (1,225)

Katy, TX

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Square Footage | ft²

100

Gross Sales Proceeds

$ 11,282

Aggregate Proceeds, Net

11,029

Gain on sales of investment properties, net

$ 2,687

LEASES - Additional Information

LEASES - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Master lease, term	20 years		20 years
Master lease, percent rent abatement in first year			50%
Annual increase in base rent at the beginning of the third lease year			2%
Ground lease reimbursement income	$ 1,019	$ 1,004	$ 3,035	$ 3,011
Sales and use taxes			$ 609	$ 526
Lessor, weighted average remaining lease terms			17 years 3 months 18 days
Weighted average remaining lease terms	43 years 7 months 6 days		43 years 7 months 6 days
Weighted average incremental borrowing rate, lessee	11%		11%

LEASES - Lease Income (Details)

LEASES - Lease Income (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
LEASES - Lease Income (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Lease income related to fixed lease payments
Contractual base rent	$ 25,425	$ 27,212	$ 76,634	$ 82,538
Straight-line rental income, net	(585)	(626)	(1,763)	(1,899)
Lease income related to variable lease payments
Ground lease reimbursement income	1,019	1,004	3,035	3,011
Other
Amortization of above and below market leases	(546)	(476)	(1,667)	(1,140)
Lease income	$ 25,313	$ 27,114	$ 76,239	$ 82,510

LEASES - Undiscounted Lease Pay

LEASES - Undiscounted Lease Payments to be Received (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Leases [Abstract]
Period from October 1 to December 31, 2023	$ 25,332
2024	101,326
2025	101,326
2026	101,326
2027	101,326
Thereafter	1,317,240
Total	$ 1,747,876

LEASES - Components of ground l

LEASES - Components of ground lease rent expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Real Estate [Line Items]
Amortization of below market lease intangibles	$ 1,387	$ 1,524	$ 4,180	$ 4,860
Ground lease rent expense	1,495	1,555	4,486	4,665
Ground lease
Real Estate [Line Items]
Amortization of below market lease intangibles	365	425	1,095	1,274
Amortization of right-of-use assets	252	256	760	770
Interest expense	1,038	1,034	3,111	3,101
Above market lease intangibles
Real Estate [Line Items]
Amortization of above market ground lease intangibles	(1,933)	(2,000)	(5,847)	(6,001)
Above market lease intangibles \| Ground lease
Real Estate [Line Items]
Amortization of above market ground lease intangibles	$ (160)	$ (160)	$ (480)	$ (480)

LEASES - Undiscounted Future Re

LEASES - Undiscounted Future Rental Obligations (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Period from October 1 to December 31, 2023	$ 1,027
2024	4,124
2025	4,116
2026	4,138
2027	4,197
Thereafter	220,159
Less imputed interest	(200,009)
Lease liabilities	$ 37,752	$ 37,676

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)		3 Months Ended	9 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Jan. 30, 2021 property	Mar. 31, 2023 property	Sep. 30, 2023 state property	Sep. 30, 2022 state
Real Estate [Line Items]
Go dark/substitution properties allocated base rent as a percentage of total base rent			15%
Number of states operated in \| state			36
Concentration risk, number of states \| state			2	2
Geographic Concentration Risk \| Lease Income \| California
Real Estate [Line Items]
Concentration risk, percentage			18.80%	18.50%
Geographic Concentration Risk \| Lease Income \| Texas
Real Estate [Line Items]
Concentration risk, percentage			13.40%	13.70%
Retail
Real Estate [Line Items]
Number of properties subject to termination rights by lessor	23		7
Termination rights by lessor, written notice period	24 months
Number of properties subject to termination rights by lessor, in any lease year	8
Number of properties sold		16
Number of properties subject to termination rights by lessee, sold		5	0
Number of properties subject to termination rights by lessee	6		1
Number of properties subject to termination rights by lessee, in any lease year	5
Number of properties subject to lockout period			70
Properties with tenant purchase rights, sold, cumulative			18
Properties with tenant purchase rights, purchased by tenant, cumulative			3

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent Event - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended
	Nov. 10, 2023	Nov. 06, 2023
Subsequent Event [Line Items]
Distribution	$ 7,926	$ 7,720
Distribution (usd per share)	$ 0.11	$ 0.10