Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 07, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | SERITAGE GROWTH PROPERTIES | |
Entity Central Index Key | 0001628063 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-37420 | |
Entity Tax Identification Number | 38-3976287 | |
Entity Address, Address Line One | 500 Fifth Avenue | |
Entity Address, Address Line Two | Suite 1530 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10110 | |
Entity Incorporation, State or Country Code | MD | |
City Area Code | 212 | |
Local Phone Number | 355-7800 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Series A Cumulative Redeemable Preferred Shares [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 7.00% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share | |
Trading Symbol | SRG-PA | |
Security Exchange Name | NYSE | |
Class A Common Shares [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common shares of beneficial interest, par value $0.01 per share | |
Trading Symbol | SRG | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 56,268,317 | |
Class B Common Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 | |
Class C Common Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Investment in real estate | ||
Land | $ 72,562 | $ 102,090 |
Buildings and improvements | 300,148 | 344,972 |
Accumulated depreciation | (31,514) | (36,025) |
Real Estate Investment Property, at Cost, Total | 341,196 | 411,037 |
Construction in progress | 132,210 | 135,305 |
Net investment in real estate | 473,406 | 546,342 |
Real estate held for sale | 75,574 | 39,332 |
Investment in unconsolidated entities | 199,810 | 196,437 |
Cash and cash equivalents | 114,875 | 134,001 |
Restricted cash | 15,883 | 15,699 |
Tenant and other receivables, net | 9,907 | 12,246 |
Lease intangible assets, net | 191 | 886 |
Prepaid expenses, deferred expenses and other assets, net | 24,922 | 28,921 |
Total assets | 914,568 | 973,864 |
Liabilities | ||
Term loan facility, net | 330,000 | 360,000 |
Accounts payable, accrued expenses and other liabilities | 40,970 | 50,700 |
Total liabilities | 370,970 | 410,700 |
Commitments and contingencies (Note 9) | ||
Shareholders' Equity | ||
Additional paid-in capital | 1,362,386 | 1,361,742 |
Accumulated deficit | (820,552) | (800,342) |
Total shareholders' equity | 542,424 | 561,990 |
Non-controlling interests | 1,174 | 1,174 |
Total equity | 543,598 | 563,164 |
Total liabilities and shareholders' equity | 914,568 | 973,864 |
Class A Common Shares [Member] | ||
Shareholders' Equity | ||
Common shares | 562 | 562 |
Series A Preferred Shares [Member] | ||
Shareholders' Equity | ||
Preferred shares | $ 28 | $ 28 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Land | $ 72,562 | $ 102,090 |
Buildings and improvements | 300,148 | 344,972 |
Accumulated depreciation | (31,514) | (36,025) |
Variable Interest Entities | ||
Land | 3,300 | 3,300 |
Buildings and improvements | 2,800 | 2,800 |
Accumulated depreciation | (800) | (800) |
Other assets | $ 2,600 | $ 2,400 |
Class A Common Shares [Member] | ||
Common shares, par value | $ 0.01 | $ 0.01 |
Common shares, authorized | 100,000,000 | 100,000,000 |
Common shares, outstanding | 56,262,944 | 56,194,727 |
Common shares, issued | 56,262,944 | 56,194,727 |
Series A Preferred Shares [Member] | ||
Preferred shares, par value | $ 0.01 | $ 0.01 |
Preferred shares, authorized | 10,000,000 | 10,000,000 |
Preferred shares, outstanding | 2,800,000 | 2,800,000 |
Preferred shares, issued | 2,800,000 | 2,800,000 |
Preferred shares, liquidation preference | $ 70,000 | $ 70,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
REVENUE | ||
Rental income | $ 5,725 | $ 418 |
Management and other fee income | $ 48 | $ 262 |
Type of Revenue [Extensible List] | Management and Other Fee Income [Member] | Management and Other Fee Income [Member] |
Total revenue | $ 5,773 | $ 680 |
EXPENSES | ||
Property operating | 3,673 | 8,185 |
Real estate taxes | 1,393 | 1,537 |
Depreciation and amortization | 5,271 | 4,564 |
General and administrative | 9,192 | 12,220 |
Total expenses | 19,529 | 26,506 |
Gain on sale of real estate, net | 1,139 | 12,392 |
Impairment of real estate assets | (1,148) | (2,576) |
Equity in income (loss) of unconsolidated entities | 379 | (36,372) |
Interest and other income, net | 1,423 | 5,585 |
Interest expense | (7,011) | (15,202) |
Loss before income taxes | (18,974) | (61,999) |
(Provision) benefit for income taxes | (11) | 13 |
Net income (loss) | (18,985) | (61,986) |
Preferred dividends | (1,225) | (1,225) |
Net loss attributable to Seritage common shareholders | $ (20,210) | $ (63,211) |
Net loss per share attributable to Seritage Class A common shareholders - Basic | $ (0.36) | $ (1.13) |
Net loss per share attributable to Seritage Class A common shareholders - Diluted | $ (0.36) | $ (1.13) |
Weighted average Class A common shares outstanding - Basic | 56,215 | 56,059 |
Weighted average Class A common shares outstanding - Diluted | 56,215 | 56,059 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Class A Common Shares [Member] | Common Stock [Member] Class A Common Shares [Member] | Preferred Stock [Member] Series A Preferred Shares [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Non-Controlling Interest [Member] |
Beginning balance at Dec. 31, 2022 | $ 722,599 | $ 561 | $ 28 | $ 1,360,411 | $ (640,531) | $ 2,130 | |
Beginning balance, shares at Dec. 31, 2022 | 56,053 | 2,800 | |||||
Net loss | (61,986) | (61,986) | |||||
Preferred dividends declared | (1,225) | (1,225) | |||||
Vesting of restricted share units, shares | 7 | ||||||
Share-based compensation | 784 | 784 | |||||
Sale of consolidated VIEs | (2,217) | (1,135) | (1,082) | ||||
Ending balance at Mar. 31, 2023 | 657,955 | $ 561 | $ 28 | 1,360,060 | (703,742) | 1,048 | |
Ending balance, shares at Mar. 31, 2023 | 56,060 | 2,800 | |||||
Beginning balance at Dec. 31, 2023 | 563,164 | $ 562 | $ 28 | 1,361,742 | (800,342) | 1,174 | |
Beginning balance, shares at Dec. 31, 2023 | 56,194,727 | 56,195 | 2,800 | ||||
Net loss | (18,985) | (18,985) | |||||
Preferred dividends declared | (1,225) | (1,225) | |||||
Vesting of restricted share units, shares | 68 | ||||||
Share-based compensation | 644 | 644 | |||||
Ending balance at Mar. 31, 2024 | $ 543,598 | $ 562 | $ 28 | $ 1,362,386 | $ (820,552) | $ 1,174 | |
Ending balance, shares at Mar. 31, 2024 | 56,262,944 | 56,263 | 2,800 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Preferred dividends declared, per share | $ 0.4375 | $ 0.4375 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||
Net loss | $ (18,985) | $ (61,986) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Equity in (income) loss of unconsolidated entities | (379) | 36,372 |
Gain on sale of real estate, net | (1,139) | (12,392) |
Impairment of real estate assets | 1,148 | 2,576 |
Share-based compensation | 644 | 774 |
Depreciation and amortization | 5,271 | 4,564 |
Amortization of deferred financing costs | 105 | |
Amortization of above and below market leases, net | 38 | 48 |
Straight-line rent adjustment | 67 | 10,842 |
Change in operating assets and liabilities | ||
Tenants and other receivables | 4,351 | 4,668 |
Prepaid expenses, deferred expenses and other assets | 2,406 | 5,034 |
Accounts payable, accrued expenses and other liabilities | (10,046) | (12,557) |
Net cash used in operating activities | (16,624) | (21,952) |
CASH FLOW FROM INVESTING ACTIVITIES | ||
Investment in unconsolidated entities | (2,925) | (7,665) |
Net proceeds from sale of real estate | 44,312 | 279,985 |
Development of real estate | (12,480) | (32,030) |
Net cash provided by investing activities | 28,907 | 240,290 |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Repayment of term loan | (30,000) | (230,000) |
Preferred dividends paid | (1,225) | (1,225) |
Net cash used in financing activities | (31,225) | (231,225) |
Net decrease in cash and cash equivalents | (18,942) | (12,887) |
Cash and cash equivalents, and restricted cash, beginning of period | 149,700 | 144,939 |
Cash and cash equivalents, and restricted cash, end of period | 130,758 | 132,052 |
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | ||
Cash and cash equivalents at beginning of period | 134,001 | 133,480 |
Restricted cash at beginning of period | 15,699 | 11,459 |
Cash and cash equivalents at end of period | 114,875 | 120,476 |
Restricted cash at end of period | 15,883 | 11,576 |
Cash and cash equivalents and restricted cash at end of period | 130,758 | 132,052 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash payments for interest | 6,108 | 16,273 |
Capitalized interest | 1,409 | |
Income taxes paid | 11 | (13) |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Development of real estate financed with accounts payable | 20,581 | 22,196 |
Preferred dividends declared and unpaid | 1,225 | 1,225 |
Transfer to / (from) real estate assets held for sale | $ 36,242 | $ (209,723) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization
Organization | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1 – Organization Seritage Growth Properties (“Seritage”) (NYSE: SRG), a Maryland real estate investment trust formed on June 3, 2015, operated as a fully integrated, self-administered and self-managed real estate investment trust (“REIT”) as defined under Section 856(a) of the Internal Revenue Code (the “Code”) from formation through December 31, 2021. On March 31, 2022, Seritage revoked its REIT election and became a taxable C Corporation effective January 1, 2022. Seritage’s assets are held by and its operations are primarily conducted, directly or indirectly, through Seritage Growth Properties, L.P., a Delaware limited partnership (the “Operating Partnership”). Under the partnership agreement of the Operating Partnership, Seritage, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership. Unless otherwise expressly stated or the context otherwise requires, the “Company” and “Seritage” refer to Seritage, the Operating Partnership and its owned and controlled subsidiaries. Prior to the adoption of the Company’s Plan of Sale (defined below), Seritage was principally engaged in the ownership, development, redevelopment, disposition, management and leasing of diversified retail and mixed-use properties throughout the United States. Seritage will continue to actively manage each remaining location until such time as each property is sold. As of March 31, 2024 , the Company’s portfolio consisted of interests in 27 properties comprised of approximately 3.5 million square feet of gross leasable area (“GLA”) or build-to-suit leased area, and 410 acres of land. The portfolio consists of approximately 2.3 million square feet of GLA and 276 acres held by 18 consolidated properties (such properties, the “Consolidated Properties”) and 1.2 million square feet of GLA and 134 acres held by nine unconsolidated properties (such properties, the “Unconsolidated Properties”). The Company commenced operations on July 7, 2015, following a rights offering to the shareholders of Sears Holdings Corporation (“Sears Holdings” or “Sears”) to purchase common shares of Seritage in order to fund, in part, the $ 2.7 billion acquisition of certain of Sears Holdings’ owned properties and its 50 % interests in three joint ventures which were simultaneously leased back to Sears Holdings under a master lease agreement (the “Original Master Lease” and the “Original JV Master Leases,” respectively). As of March 15, 2021, the Company no longer had any remaining properties leased to Transform Holdco LLC (“Holdco”), an affiliate of ESL Investments, Inc. or Sears Holdings. On March 1, 2022, the Company announced that its Board of Trustees had commenced a process to review a broad range of strategic alternatives. The Board of Trustees created a Special Committee (the “Special Committee”) of the Company’s Board of Trustees to oversee the process. The Special Committee retained Barclays as its financial advisor. The agreement with Barclays expired in August 2023. The Company’s strategic review process remains ongoing as the Company executes sales pursuant to the Plan of Sale, and the Company remains open minded to pursuing value maximizing alternatives, including a potential sale of the Company. There can be no assurance that the review process will result in any transaction or that the Company will be successful in fully executing the Plan of Sale. The Board of Trustees is currently overseeing the Plan of Sale. As a result of the Company's revocation of its REIT election, the Company is no longer required to operate under REIT rules, including the requirement to distribute at least 90 % of REIT taxable income to its stockholders, which provides the Company with greater flexibility to sell its assets and use its free cash flow to make principal repayments on its Term Loan Facility. Effective January 1, 2022, the Company is subject to federal and state income taxes on its taxable income at applicable tax rates and is no longer entitled to a tax deduction for dividends paid. The Company operated as a REIT since inception and through the 2021 tax year, and existing REIT requirements and limitations, including those established by the Company’s organizational documents, remained in place until December 31, 2021. As a result of the Company’s change in corporate structure to a taxable C Corporation in fiscal year 2022, the Company incurred a one-time, non-cash deferred tax benefit of approximately $ 161.3 million during the three months ended March 31, 2022. The Company also recorded a full valuation allowance against the deferred tax asset pursuant to ASC 740, Income Taxes , as discussed in more detail below. The Company sought a shareholder vote to approve a proposed plan of sale of the Company’s assets and dissolution (the “Plan of Sale”) that would allow the Board to sell all of the Company’s assets, distribute the net proceeds to shareholders and dissolve the Company. The Plan of Sale allows Seritage and potential buyers to enter into and complete value maximizing transactions without subjecting any such transaction to the delay and conditionality associated with having to seek and obtain shareholder approval. On July 6, 2022, Edward Lampert, the Company’s former Chairman, entered into a Voting and Support Agreement under which he exchanged his equity interest in the Operating Partnership for Class A common shares and agreed to vote his shares in favor of the Plan of Sale. As of March 31, 2024, Mr. Lampert owns approximately 24.0 % of the Company’s outstanding Class A common shares, and Seritage, including its consolidated subsidiaries, is the sole owner of all outstanding Operating Partnership interests. The affirmative vote of at least two-third s of all outstanding common shares of the Company was required to approve the Plan of Sale. The 2022 Annual Meeting of Shareholders occurred on October 24, 2022, following the Company's filing of a final proxy statement with the SEC on September 14, 2022. During the meeting, the Plan of Sale was approved by the shareholders. The strategic review process remains ongoing as the Company executes the Plan of Sale, and the Company remains open minded to pursuing value maximizing alternatives, including a potential sale of the Company. There can be no assurance that the review process will result in any transaction or that the Company will be successful in fully executing on the Plan of Sale. Liquidity The Company’s primary uses of cash include the payment of property operating and other expenses, including general and administrative expenses and debt service (collectively, “Obligations”), and certain development expenditures. Property rental income, which is the Company’s primary source of operating cash flow, did not fully fund Obligations and certain development expenditures incurred during the three months ended March 31, 2024 and the Company incurred net operating cash outflows of $ 16.6 million . Additionally, the Company generated investing cash inflows of $ 28.9 million during the three months ended March 31, 2024, which were driven by asset sales partially offset by development expenditures and investments in unconsolidated entities. Obligations are projected to continue to exceed property rental income and the Company expects to fund such costs with a combination of capital sources including, but not limited to, cash on hand, sales of Consolidated and Unconsolidated Properties. and potential financing transactions. During the three months ended March 31, 2024, the Company sold 5 consolidated properties for gross proceeds of $ 48.8 million and made aggregate principal prepayments of $ 30.0 million on the Term Loan Facility, reducing the outstanding Term Loan Facility balance to $ 330.0 million at March 31, 2024. Subsequent to March 31, 2024, the Company made additional principal prepayments totaling $ 50.0 million reducing the balance of the Term Loan Facility to $ 280.0 million as of May 1, 2024. Going Concern In accordance with ASC 205-40, Presentation of Financial Statements - Going Concern , for each annual and interim reporting period, management evaluates whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. As part of this evaluation, the Company takes into consideration all Obligations due within the subsequent 12 months, as well as cash on hand and expected cash receipts. Management has determined that it is probable its plans, as described under Liquidity, will be effectively implemented within one year after the date the financial statements are issued and that these actions will provide the necessary cash flows to fund the Company’s Obligations and development expenditures for the one-year period. As the outstanding balance of the Term Loan Facility, which matures on July 31, 2025 , is not due within the 12 month period subsequent to the date that these financial statements are issued, the Company’s Term Loan Facility is not factored into the Company’s analysis as a current Obligation. The anticipated proceeds from the sales of assets under contract of $ 30.0 million and existing cash on hand, would allow the Company to fund its Obligations and certain development expenditures because the Term Loan Facility is not presently a current obligation as noted in the preceding paragraph. As a result, the Company has concluded that management’s plans do alleviate substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation These condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K, (the “Annual Report”), for the year ended December 31, 2023. Certain footnote disclosures which would substantially duplicate those contained in our Annual Report have been condensed or omitted from this quarterly report. In the opinion of management, all adjustments necessary for a fair presentation (which include only normal recurring adjustments) have been included in this quarterly report. Operating results for the three months ended March 31, 2024 may not be indicative of the results that may be expected for any other interim period or for the year ending December 31, 2024. Capitalized terms used, but not defined in this quarterly report, have the same meanings as set forth in our Annual Report. The accompanying condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of the Company, the Operating Partnership, each of their consolidated properties, and all other entities in which the Company has a controlling financial interest. For entities that meet the definition of a variable interest entity (“VIE”), the Company consolidates those entities when the Company is the primary beneficiary of the entity. The Company is determined to be the primary beneficiary when it possesses both the unilateral power to direct activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company continually evaluates whether it qualifies as the primary beneficiary and reconsiders its determination of whether an entity is a VIE upon reconsideration events. As of March 31, 2024 , the Company consolidates one VIE in which we are considered the primary beneficiary, as the Company has the power to direct the activities of the entity, specifically surrounding the development plan. As of March 31, 2024 and December 31, 2023, the Company has several investments in unconsolidated VIEs and does not consolidate these entities because the Company is not the primary beneficiary. All intercompany accounts and transactions have been eliminated. To the extent such variable interests are in entities that are not evaluated under the VIE model, the Company evaluates its interests using the voting interest entity model. As of March 31, 2024, the Company, and its wholly owned subsidiaries, h olds a 100 % interest i n the Operating Partnership and is the sole general partner which gives the Company exclusive and complete responsibility for the day-to-day management, authority to make decisions, and control of the Operating Partnership. Certain prior period amounts, if any, have been reclassified to conform to the current period’ s presentation. Use of Estimates 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. The most significant assumptions and estimates relate to real estate impairment assessments and assessing the recoverability of accounts receivable. These estimates are based on historical experience and other assumptions which management believes are reasonable under the circumstances. Management evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from these estimates. Segment Reporting The Company currently operates in a single reportable segment which includes the ownership, development, redevelopment, management, sale and leasing of real estate properties. The Company’s chief operating decision maker, its principal executive officer, assesses and measures the operating and financial results for each property on an individual basis and does not distinguish or group properties based on geography, size, or type. The Company, therefore, aggregates all properties into one reportable segment due to their similarities with regard to the nature and economics of the properties, tenants, and operational process. Real Estate Investments Real estate assets are recorded at cost, less accumulated depreciation and amortization. Expenditures for ordinary repairs and maintenance will be expensed as incurred. Significant renovations which improve the property or extend the useful life of the assets are capitalized. As real estate is undergoing redevelopment activities, all amounts directly associated with and attributable to the project, including planning, development and construction costs, interest costs, personnel costs of employees directly involved, and other miscellaneous costs incurred during the period of redevelopment, are capitalized. The capitalization period begins when redevelopment activities are underway and ends when the project is substantially complete. Depreciation of real estate assets, excluding land, is recognized on a straight-line basis over their estimated useful lives which generally range between: Buildings: 25 – 40 years Site improvements: 5 – 15 years Tenant improvements: shorter of the estimated useful life or non-cancelable term of lease The Company amortizes identified intangibles that have finite lives over the period they are expected to contribute directly or indirectly to the future cash flows of the property or business acquired, generally the remaining non-cancelable term of a related lease. The Company, on a periodic basis, assesses whether there are indicators, including macroeconomic conditions, that the value of the real estate assets may be impaired. If an indicator is identified, management will estimate the real estate asset recoverability based on projected operating cash flows (undiscounted and unleveraged), taking into account the anticipated holding period and capitalization rates, to determine if the undiscounted cash flows are less than a real estate asset’s carrying value. If the carrying value of an asset exceeds the undiscounted cash flows, an analysis is performed to determine the estimated fair value of the real estate asset. In estimating the fair value of an asset, various factors are considered, including expected future operating income, trends and leasing prospects and the effects of demand, competition, and other economic factors such as discount rates and market comparables. Changes in any estimates and/or assumptions, including the anticipated holding period, could have a material impact on the projected operating cash flows. If management determines that the carrying value of a real estate asset is impaired, a loss will be recorded for the excess of its carrying amount over its estimated fair value. The Company recognized impairment charges of $ 1.1 million and $ 2.6 million during the three months ended March 31, 2024 and 2023, respectively . Real Estate Dispositions When the Company disposes of all or a portion of a real estate asset, it recognizes a gain or loss on sale of real estate as the difference between the carrying value and consideration received. Consideration consists of cash proceeds received. The following table summarizes our gain on sale of real estate, net during the three months ended March 31, 2024 and 2023 (in millions): Three Months Ended March 31, 2024 2023 Dispositions to third parties Gross proceeds $ 48.8 $ 290.8 Gain on sale of real estate, net 1.1 12.4 Real Estate Held for Sale When a real estate asset is identified by management as held for sale, the Company ceases depreciation of the asset and estimates its fair value, net of estimated costs to sell. If the estimated fair value, net of estimated costs to sell, of an asset is less than its net carrying value, an adjustment is recorded to reflect the estimated fair value. Properties classified as real estate held for sale generally represent properties that are either under contract for sale or have been identified for sale and all requirements to sell have been satisfied and are probable to close within a year. In evaluating whether a property meets the held for sale criteria, the Company makes a determination as to the point in time that it is probable that a sale will be consummated. Given the nature of all real estate sales contracts, it is not unusual for such contracts to allow potential buyers a period of time to evaluate the property prior to formal acceptance of the contract. In addition, certain other matters critical to the final sale, such as financing arrangements, often remain pending even upon contract acceptance. As a result, properties under contract may not close within the expected time period or at all. As of March 31, 2024 , seven properties were classified as held for sale with assets of $ 75.6 million and no liabilities, and, as of December 31, 2023 , six properties were classified as held for sale with assets of $ 39.3 million and no liabilities. Investments in Unconsolidated Entities The Company accounts for its investments in unconsolidated entities using the equity method of accounting as the Company exercises significant influence but does not have a controlling financial interest. These investments are initially recorded at cost and are subsequently adjusted for cash contributions, cash distributions, and earnings which are recognized in accordance with the terms of the applicable agreement. On a periodic basis, management assesses whether there are indicators, including the operating performance of the underlying real estate and general market conditions which include macroeconomic conditions, that the value of the Company’s investments in unconsolidated entities may be impaired. An investment’s value is impaired if management’s estimate of the fair value of the Company’s investment is less than its carrying value and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over its estimated fair value. The Company recorded no other-than-temporary impairment losses in investments in unconsolidated entities for the three months ended March 31, 2024 and 2023 . Restricted Cash As of March 31, 2024 and December 31, 2023, respectively, restricted cash represents cash collateral for letters of credit and cash escrowed for development purposes. Rental Revenue Recognition and Tenant Receivables Rental income is comprised of base rent and reimbursements of property operating expenses. The Company commences rental revenue recognition when the lessee takes control of the physical use of the leased asset based on evaluation of several factors. Base rent is recognized on a straight-line basis over the non-cancelable terms of the related leases. For leases that have fixed and measurable base rent escalations, the difference between such rental income earned and the cash rent due under the provisions of the lease is recorded as straight-line rent receivable and included as a component of tenant and other receivables on the condensed consolidated balance sheets. Reimbursement of property operating expenses arises from tenant leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes of the respective property. This revenue is accrued in the same periods as the expenses are incurred. The Company periodically reviews its receivables for collectability, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates, and economic conditions in the area where the property is located. Tenant receivables, including receivables arising from the straight-lining of rents, are written-off directly when management deems that the collectability of substantially all future lease payments from a specified lease is not probable of collection, at which point, the Company will begin recognizing revenue on a cash basis, based on actual amounts received. Any receivables that are deemed to be uncollectible are recognized as a reduction to rental income in the Company’s condensed consolidated statements of operations. If future circumstances change such that the Company believes that it is reasonably certain that the Company will collect all rental income remaining on such leases, the Company will resume accruing rental income and recognize a cumulative catch up for previously written-off receivables. The Company recorded a reduction to rental income of $ 29.7 thousand and $ 0.9 million during the three months ended March 31, 2024 and 2023, respectively, as a result of the Company’s evaluation of collectability. In addition, the Company recorded a reduction of income of previously recorded straight-line rent of $ 66.5 thousand and an increase of $ 0.1 million of straight-line rent for the three months ended March 31, 2024 and 2023, respectively. In leasing tenant space, the Company may provide funding to the lessee through a tenant allowance. In accounting for a tenant allowance, the Company will determine whether the allowance represents funding for the construction of leasehold improvements and evaluate the ownership of such improvements. If the Company is considered the owner of the improvements for accounting purposes, the Company will capitalize the amount of the tenant allowance and depreciate it over the shorter of the useful life of the improvements or the related lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Company is not considered the owner of the improvements for accounting purposes, the allowance is considered a lease incentive and is recognized over the lease term as a reduction of rental revenue on a straight-line basis. Tenant and Other Receivables Tenant and other receivables includes unpaid amounts billed to tenants, accrued revenues for future billings to tenants for property expenses, and amounts arising from the straight-lining of rent, as discussed above. Tenant and other receivables also includes management fees receivable for services performed for the benefit of certain unconsolidated entities. In the event that the collectability of a management fee receivable is in doubt, a provision for uncollectible amounts will be established or a direct write-off of the specific receivable will be made. Management and Other Fee Income Management and other fee income represents property management, construction, leasing and development fees for services performed for the benefit of certain unconsolidated entities. Property management fee income is reported at 100 % of the revenue earned from such unconsolidated properties in management and other fee income on the condensed consolidated statements of operations. The Company’s share of management expenses incurred by the unconsolidated entities is reported in equity in loss of unconsolidated entities on the condensed consolidated statements of operations and in other expenses in the combined financial data in Note 4. Leasing and development fees are initially reported at the portion of revenue earned attributable to outside ownership of the related unconsolidated entities. The Company’s share in leasing and development fee income is recognized over the useful life of the associated development project, in the case of development fees, or lease term, in the case of leasing fees, as the associated asset is depreciated over the same term and included in equity in loss of unconsolidated entities on the condensed consolidated statements of operations and in other expenses in the combined financial data in Note 4. Management determined that property and asset management and construction and development management services each represent a series of stand-ready performance obligations satisfied over time with each day of service being a distinct performance obligation. For property and asset management services, the Company is typically compensated for its services through a monthly management fee earned based on a specified percentage of monthly rental income or rental receipts generated from the property under management. For construction and development services, the Company is typically compensated for planning, administering and monitoring the design and construction of projects within our unconsolidated entities based on a percentage of project costs or a fixed fee. Revenues from such management contracts are recognized over the life of the applicable contract. Conversely, leasing services are considered to be performance obligations, satisfied as of a point in time. The Company’s leasing fee is typically paid upon the occurrence of certain contractual event(s) that may be contingent and the pattern of revenue recognition may differ from the timing of payment. For these services, the obligations are typically satisfied at lease execution and tenant opening date, and revenue is recognized in accordance with the related agreement at the point in time when the obligation has been satisfied. Share-Based Compensation The Company generally recognizes equity awards to employees as compensation expense and includes such expense within general and administrative expenses in the condensed consolidated statements of operations. Compensation expense for equity awards is based on the grant date fair value of the awards. Compensation expense is recognized ratably over the vesting period for awards with time-based vesting and awards with market-based vesting conditions (e.g. total shareholder return). For awards with performance-based vesting determined by Company operating criteria, the Company recognizes compensation expense at the date the achievement of performance criteria is deemed probable for the amount which would have been recognized ratably from the date of the grant through the date the achievement of performance criteria is deemed probable, and then ratably from the date the achievement of performance criteria is deemed probable through the remainder of the vesting period. The Company utilized a third-party valuation firm to measure the grant date fair value of restricted stock unit awards with market-based criteria using the Monte Carlo model. Forfeitures are recorded on an actual basis. Concentration of Credit Risk Concentrations of credit risk arise when a number of operators, tenants, or obligors related to the Company’s investments are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. Management believes the Company’s portfolio is reasonably diversified and does not contain any significant concentrations of credit risk. As of March 31, 2024 , the Company has one tenant that comprises 15.4 % of annualized based rent, with no other tenants exceeding 10.0% of annualized based rent. The Company’s portfolio of 18 Consolidated Properties and 9 Unconsolidated Properties was diversified by location across 10 states. Earnings/(Loss) per Share The Company has three classes of common stock. The rights, including the liquidation and dividend rights, of the holders of the Company’s Class A common shares and Class C non-voting common shares are identical, except with respect to voting. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis. The net earnings (loss) per share amounts are the same for Class A and Class C common shares because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation. Since August 29, 2018, all outstanding Class C common shares had been exchanged for Class A common shares and there are currently no Class C common shares outstanding. Class B non-economic common shares are excluded from earnings/(loss) per share computations as they do not have economic rights. Since December 31, 2020, all outstanding Class B common shares have been surrendered and there are currently no Class B common shares outstanding. All outstanding non-vested shares that contain non-forfeitable rights to dividends are considered participating securities and are included in computing earnings per share pursuant to the two-class method which specifies that all outstanding non-vested share-based payment awards that contain non-forfeitable rights to distributions are considered participating securities and should be included in the computation of earnings/(loss) per share. Income Taxes The condensed consolidated financial statements reflect provisions for federal, state and local income taxes. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as operating loss and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities as a result of a change in tax rates is recognized as income in the period that includes the enactment date. For years prior to 2022, the Company was taxed as a REIT and did not expect to pay federal, state or local income taxes at the REIT level (including its qualified REIT subsidiaries). While a REIT, the Company was required to distribute at least 90 % of its REIT level taxable income to shareholders, and the resulting dividends paid deduction offset its REIT taxable income. Consequently, while a REIT, since the Company did not expect to pay taxes on its REIT taxable income, it did not recognize deferred tax assets or liabilities. Deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Significant judgments are required to determine the consolidated provision (benefit) for income taxes. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. Realization of the Company’s deferred tax assets is dependent upon many factors such as tax regulations applicable to the jurisdictions in which the Company operates, estimates of future taxable income and the character of such taxable income. The Inflation Reduction Act of 2022 was enacted on August 16, 2022 and was effective January 1, 2023. The Inflation Reduction Act includes a 15 % corporate alternative minimum tax (the “CAMT”) based on the adjusted financial statement income (“book income” ) of applicable corporations. The CAMT generally applies to corporations with average annual book income over a 3-year period exceeding $ 1 billion. The Company does not expect this legislation to have a material effect on the condensed consolidated financial statements. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. A valuation allowance is recorded to adjust net deferred tax assets to the amount which management believes will more likely than not be recoverable. In making such determination, management considers available positive and negative evidence, including future reversals of existing taxable temporary differences, future taxable income, and the implementation of prudent tax planning strategies. In the event that the Company is able to utilize its deferred tax assets in excess of their recorded amount, the valuation allowance will be reduced with a corresponding reduction to income tax expense. Recently Issued Accounting Pronouncements The Company has not adopted any Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board ("FASB") during the three months ended March 31, 2024. In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within the segment measure of profit or loss, an amount and description of its composition for other segment items to reconcile segment profit or loss, and the title and position of the entity's CODM. ASU 2023-07 will be effective retrospectively for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The Company is currently evaluating the impact of the guidance on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures that requires public companies to annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of the guidance on its consolidated financial statements. |
Lease Intangible Assets and Lia
Lease Intangible Assets and Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Real Estate [Abstract] | |
Lease Intangible Assets and Liabilities | Note 3 – Lease Intangible Assets and Liabilities The following tables summarize the Company’s leas e intangible assets (acquired in-place leases and above-market leases) and liabilities (acquired below-market leases, which is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets), net of accumulated amortization, as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 Gross Accumulated Lease Intangible Assets Asset Amortization Balance In-place leases, net $ 294 $ ( 103 ) $ 191 Total $ 294 $ ( 103 ) $ 191 Gross Accumulated Lease Intangible Liabilities Liability Amortization Balance Below-market leases, net $ 1,304 $ ( 470 ) $ 834 Total $ 1,304 $ ( 470 ) $ 834 December 31, 2023 Gross Accumulated Lease Intangible Assets Asset Amortization Balance In-place leases, net $ 1,541 $ ( 655 ) $ 886 Total $ 1,541 $ ( 655 ) $ 886 Gross Accumulated Lease Intangible Liabilities Liability Amortization Balance Below-market leases, net $ 1,304 $ ( 456 ) $ 848 Total $ 1,304 $ ( 456 ) $ 848 Amortization of acquired below-market leases, net of acquired above-market leases, resulted in additional rental income of $ 13.4 thousand and $ 0.1 million for the three months ended March 31, 2024 and 2023 , respectively. Amortization of an acquired below-market ground lease resulted in additional property expense of $ 50.7 thousand for each of the three months ended March 31, 2024 and 2023, respectively. Amortization of acquired in-place leases resulted in additional depreciation and amortization expense of $ 19.3 thousand and $ 0.2 million for the three months ended March 31, 2024 and 2023 , respectively. Future amortization of these leases intangibles is set forth below (in thousands): (Above) / below market leases, net Below market ground lease In-place leases Remainder of 2024 $ 7 $ 152 $ 1 2025 8 203 2 2026 8 203 2 2027 8 203 2 2028 8 203 2 2029 8 203 2 Thereafter 787 8,841 180 |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Entities | Note 4 – Investments in Unconsolidated Entities The Company conducts a portion of its property rental activities through investments in unconsolidated entities. The Company’s partners in these unconsolidated entities are unrelated real estate entities or commercial enterprises. The Company and its partners in these unconsolidated entities make initial and/or ongoing capital contributions to these unconsolidated entities. The obligations to make capital contributions are governed by each unconsolidated entity’s respective operating agreement and related governing documents. As of March 31, 2024 , the Company had investments in seven unconsolidated entities as follows: Seritage % # of Total Unconsolidated Entities Entity Partner(s) Ownership Properties GLA GS Portfolio Holdings II LLC Brookfield Properties Retail 50.0 % 1 87,500 GS Portfolio Holdings (2017) LLC Brookfield Properties Retail 50.0 % 1 93,500 SPS Portfolio Holdings II LLC Simon Property Group, Inc. 50.0 % 3 275,700 Mark 302 JV LLC An investment fund managed 50.0 % 1 51,500 SI UTC LLC A separate account advised by 50.0 % 1 106,200 Tech Ridge JV Holding LLC An affiliate of 50.0 % 1 — Landmark Land Holdings, LLC The Howard Hughes Corporation and Foulger-Pratt 31.3 % 1 — 9 614,400 The Company has contributed certain properties to unconsolidated entities in exchange for equity interests in those unconsolidated entities. The contribution of property to unconsolidated entities is accounted for as a sale of real estate and the Company recognizes the gain or loss on the sale (the “Gain (Loss)”) based upon the transaction price attributed to the property at the closing of the unconsolidated entities transaction (the “Contribution Value”). The Gain or (Loss) is included in gain on sale of real estate on the condensed consolidated statements of operations. In certain circumstances, the Contribution Value is subject to revaluation as defined in the respective unconsolidated entity agreements, which may result in an adjustment to the gain or loss recognized. If the Contribution Value is subject to revaluation, the Company initially recognizes the gain or loss at the value that is the expected amount within the range of possible outcomes and will re-evaluate the expected amount on a quarterly basis through the final determination date. Upon revaluation, the primary inputs in determining the Contribution Value will be updated for actual results and may result in a cash settlement or capital account adjustment between the unconsolidated entity partners, as well as an adjustment to the initial gain or loss. Each reporting period, the Company re-analyzes the primary inputs that determine the Contribution Value and the gain or loss for those unconsolidated entities subject to a revaluation. The following table summarizes the properties contributed to the Company’s unconsolidated entities (in millions): March 31, 2024 Unconsolidated Entities Contribution Date Contribution Value Gain (Loss) 2019 Tech Ridge JV (1) September 27, 2019 $ 3.0 $ 0.1 (1) The Tech Ridge JV is subject to a revaluation primarily based upon the number of residential units constructed by the Tech Ridge JV. The Contribution Value cannot be less than $ 2.75 million. Summarized Financial Information for Unconsolidated Entities The following tables present summarized financial data for UTC JV (in thousands): March 31, 2024 December 31, 2023 ASSETS Investment in real estate Land $ 27,993 $ 27,992 Buildings and improvements 158,264 149,625 Accumulated depreciation ( 8,119 ) ( 6,592 ) 178,138 171,025 Construction in progress 2,437 2,362 Net investment in real estate 180,575 173,387 Cash and cash equivalents 8,347 7,355 Tenant and other receivables, net 11,206 11,289 Other assets, net 2,550 11,927 Total assets $ 202,678 $ 203,958 LIABILITIES AND MEMBERS' INTERESTS Accounts payable, accrued expenses and other liabilities 14,592 18,133 Total liabilities 14,592 18,133 Members' Interest Additional paid in capital 185,918 180,628 Retained earnings 2,168 5,197 Total members' interest 188,086 185,825 Total liabilities and members' interest $ 202,678 $ 203,958 Carrying value of Company's investments in equity investments $ 98,651 $ 97,018 Three Months Ended March 31, 2024 2023 Total revenue $ 4,571 $ 1,943 Property operating expenses ( 785 ) ( 776 ) Depreciation and amortization ( 1,475 ) ( 973 ) Operating income 2,311 194 Other expenses ( 143 ) ( 52 ) Net income $ 2,168 $ 142 Equity in income of unconsolidated $ 1,122 $ 71 (1) Equity in income of unconsolidated entities on the consolidated statements of operations includes basis difference adjustments. Summarized Financial Information for Unconsolidated Entities The following tables present combined condensed financial data for the Company’s unconsolidated entities, excluding UTC JV (in thousands): March 31, 2024 December 31, 2023 ASSETS Investment in real estate Land $ 117,439 $ 117,439 Buildings and improvements 96,099 96,016 Accumulated depreciation ( 43,828 ) ( 43,070 ) 169,710 170,385 Construction in progress 112,275 104,866 Net investment in real estate 281,985 275,251 Cash and cash equivalents 7,558 2,795 Tenant and other receivables, net 24 6 Other assets, net 31,505 34,098 Total assets $ 321,072 $ 312,150 LIABILITIES AND MEMBERS' INTERESTS Accounts payable, accrued expenses and other liabilities 69,890 65,522 Total liabilities 69,890 65,522 Members' Interest Additional paid in capital 296,790 340,311 Accumulated deficit ( 45,608 ) ( 93,683 ) Total members' interest 251,182 246,628 Total liabilities and members' interest $ 321,072 $ 312,150 Carrying value of Company's investments in equity investments $ 101,159 $ 99,419 Three Months Ended March 31, 2024 2023 Total revenue $ 199 $ 4,361 Property operating expenses ( 923 ) ( 2,217 ) Depreciation and amortization ( 758 ) ( 4,002 ) Operating loss ( 1,482 ) ( 1,858 ) Other expenses 18 ( 224 ) Gains (losses) and (impairments) — ( 70,806 ) Net loss $ ( 1,464 ) $ ( 72,888 ) Equity in loss of unconsolidated $ ( 743 ) $ ( 36,443 ) (1) Equity in loss of unconsolidated entities on the condensed consolidated statements of operations includes basis difference adjustments. The Company shares in the profits and losses of these unconsolidated entities generally in accordance with the Company’s respective equity interests. In some instances, the Company may recognize profits and losses related to investment in an unconsolidated entity that differ from the Company’s equity interest in the unconsolidated entity. This may arise from impairments that the Company recognizes related to its investment that differ from the impairments the unconsolidated entity recognizes with respect to its assets, differences between the Company’s basis in assets it has transferred to the unconsolidated entity and the unconsolidated entity’s basis in those assets or other items. The Company utilizes internally prepared fair value estimates as well as negotiated offers to sell the investments for the impairment analysis. No other-than-temporary-impairment was recorded for the three months ended March 31, 2024 and 2023, respectively. During the three months ended March 31, 2024, the Company did no t exercise any put rights. The Company did not close on the sale of any previously exercised put rights during the three months ended March 31, 2024. During the year ended December 31, 2023, the Company closed on the sale of four of the previously exercised put rights and as of December 31, 2023 the sale of all exercised put rights have closed. The Company’s partners assess impairment on its underlying assets pursuant to ASC 360, Property, Plant and Equipment, and recorded impairment on unconsolidated properties of $ 0 and $ 70.8 million for the three months ended March 31, 2024 and 2023, respectively. The Company's share of these impairment charges is included in equity in loss of unconsolidated entities on the condensed consolidated statements of operations. Unconsolidated Entity Management and Related Fees The Company acts as the operating partner and day-to-day manager for the Mark 302 JV, the UTC JV, and Tech Ridge JV. The Company is entitled to receive certain fees for providing management, leasing, and construction supervision services to certain of its unconsolidated entities. During the three months ended March 31, 2024 and 2023, the Company recorded management and related fees of $ 50.0 thousand and $ 0.3 million, respectively. These fees are included in management and other fee income on the condensed consolidated statements of operations. Refer to Note 2 for the Company’s accounting policies. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | Note 5 – Leases Lessor Disclosures Future minimum rental rec eipts, excluding variable payments and tenant reimbursements of expenses, under non-cancelable operating leases executed as of March 31, 2024 are approximately as follows: (in thousands) March 31, 2024 Remainder of 2024 $ 15,385 2025 22,720 2026 21,543 2027 20,268 2028 17,690 2029 15,302 Thereafter 84,764 Total $ 197,672 The components of lease revenues for the three months ended March 31, 2024 and 2023 were as follows: (in thousands) Three Months Ended 2024 2023 Fixed rental income $ 4,837 $ 12,154 Variable rental income 942 ( 895 ) Total rental income $ 5,779 $ 11,259 Lessee Disclosures The Company has one ground lease and one corporate office lease which are classified as operating leases. As of March 31, 2024, and December 31, 2023 , the outstanding amount of right-of-use , or ROU, assets were $ 14.2 million and $ 14.4 million, respectively, which is included in prepaid expenses, deferred expenses and other assets, net on the condensed consolidated balance sheets. The Company recorded rent expense related to leased corporate office space of $ 0.3 million for the three months ended March 31, 2024 and 2023. Such rent expense is classified within general and administrative expenses in the condensed consolidated statements of operations. In addition, the Company recorded ground rent expense of approximately $ 0.1 million for the three months ended March 31, 2024 and 2023. Such ground rent expense is classified within property operating expenses in the condensed consolidated statements of operations. The ground lease requires the Company to make fixed annual rental payments and expires in 2073 assuming all extension options are exercised. The Company expects to make cash payments on operating leases of $ 0.8 million for the remainder of 2024, $ 1.2 million in 2025, $ 1.2 million in 2026, $ 1.2 million in 2027, $ 0.8 million in 2028, $ 45.0 thousand in 2029 and $ 2.0 million for the periods thereafter. The present value discount is ($ 3.1 ) million. The following table sets forth information related to the measurement of our lease liabilities as of March 31, 2024: March 31, 2024 Weighted average remaining lease term (in years) 10.7 Weighted average discount rate 6.77 % Cash paid for operating leases (in thousands) $ 330 Subsequent to March 31, 2024, the Company exercised its early termination right provision of the corporate office lease. This reduced the lease term by 37 months, amending the initial lease end date from August 30, 2028 to July 31, 2025 . In connection with electing its termination right, the Company paid a $ 1.6 million termination fee subsequent to March 31, 2024. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Note 6 – Debt Term Loan Facility On July 31, 2018 , the Operating Partnership, as borrower, and the Company, as guarantor, entered into a Senior Secured Term Loan Agreement (the “Term Loan Agreement”) providing for a $ 2.0 billion term loan facility (the “Term Loan Facility”) with Berkshire Hathaway Life Insurance Company of Nebraska (“Berkshire Hathaway”) as lender and administrative agent. The Term Loan Facility provided for an initial funding of $ 1.6 billion at closing and includes a $ 400.0 million incremental funding facility (the “Incremental Funding Facility”) subject to certain conditions described below. On February 2, 2023, the Company made a $ 230.0 million voluntary prepayment, reducing the unpaid principal balance to $ 800.0 million, and the debt maturity was extended for two years to July 31, 2025 . The Company made additional voluntary prepayments in 2023 aggregating $ 440.0 million and an additional payment of $ 30.0 million during the first quarter of 2024, reducing the unpaid principal balance to $ 330.0 million at March 31, 2024. Subsequent to March 31, 2024 , the Company made additional principal payments aggregating $ 50.0 million, reducing the balance of the Term Loan Facility to $ 280.0 million as of May 1, 2024. Funded amounts under the Term Loan Facility bear interest at an annual rate of 7.0 % and unfunded amounts under the Incremental Funding Facility are subject to an annual fee of 1.0 % until drawn. The Company prepays the annual fee and amortizes the expense to interest expense on the condensed consolidated statements of operations. The Company’s ability to access the Incremental Funding Facility is subject to (i) the Company achieving rental income from non-Sears Holdings tenants, on an annualized basis (after giving effect to SNO Leases expected to commence rent payment within 12 months) for the fiscal quarter ending prior to the date of incurrence of the Incremental Funding Facility, of not less than $ 200 million, (ii) the Company’s good faith projection that rental income from non-Sears Holdings tenants (after giving effect to SNO Leases expected to commence rent payment within 12 months) for the succeeding four consecutive fiscal quarters (beginning with the fiscal quarter during which the incremental facility is accessed) will be not less than $ 200 million, and (iii) the repayment by the Operating Partnership of any deferred interest permitted under the amendment to the Term Loan Amendment as further described below. As of March 31, 2024, the Company has not yet achieved the requirements to access the Incremental Funding Facility. The Term Loan Facility is guaranteed by the Company and, subject to certain exceptions, is required to be guaranteed by all existing and future subsidiaries of the Operating Partnership. The Term Loan Facility is secured on a first lien basis by a pledge of the capital stock of the direct subsidiaries of the Operating Partnership and the guarantors, including its joint venture interests, except as prohibited by the organizational documents of such entities or any joint venture agreements applicable to such entities, and contains a requirement to provide mortgages and other customary collateral upon the breach of certain financial metrics described below, the occurrence and continuation of an event of default and certain other conditions set forth in the Term Loan Agreement. During 2019, mortgages were recorded on a majority of the Company’s portfolio and during the year ended December 31, 2021, mortgages were recorded on the remaining unmortgaged properties in all but two locations. The Term Loan Facility includes certain financial metrics to govern springing collateral requirements and certain covenant exceptions set forth in the Term Loan Agreement, including: (i) a total fixed charge coverage ratio of not less than 1.20 to 1.00 for each fiscal quarter; (ii) an unencumbered fixed charge coverage ratio of not less than 1.30 to 1.00 for each fiscal quarter; (iii) a total leverage ratio of not more than 65 %; (iv) an unencumbered ratio of not more than 60 %; and (v) a minimum net worth of at least $ 1.2 billion. Any failure to satisfy any of these financial metrics limits the Company's ability to dispose of assets via sale or joint venture and triggers the springing mortgage and collateral requirements but will not result in an event of default. The Term Loan Facility also includes certain limitations relating to, among other activities, the Company’s ability to: sell assets or merge, consolidate or transfer all or substantially all of its assets; incur additional debt; incur certain liens; enter into, terminate or modify certain material leases and/or the material agreements for the Company’s properties; make certain investments (including limitations on joint ventures) and other restricted payments; pay distributions on or repurchase the Company’s capital stock; and enter into certain transactions with affiliates. The Term Loan Facility contains customary events of default, including (subject to certain materiality thresholds and grace periods) payment default, material inaccuracy of representations or warranties, and bankruptcy or insolvency proceedings. If there is an event of default, the lenders may declare all or any portion of the outstanding indebtedness to be immediately due and payable, exercise any rights they might have under any of the Term Loan Facility documents, and require the Company to pay a default interest rate on overdue amounts equal to 2.0 % in excess of the then applicable interest rate. As of March 31, 2024, the Company was not in compliance with certain of the financial metrics described above. As a result, the Company was previously required to receive the consent of Berkshire Hathaway to dispose of assets via sale or contribution to another entity and as of June 16, 2022, Berkshire Hathaway had provided such consent for all such transactions submitted for approval. The Third Term Loan Amendment (defined below), which was executed on June 16, 2022, eliminated this requirement. There are no other impacts under the Term Loan Facility from non-compliance with the financial metrics described above. The Company incurred $ 2.1 million of debt issuance costs related to the Term Loan Facility which were recorded as a direct deduction from the carrying amount of the Term Loan Facility and amortized over the initial term of the Term Loan Agreement. As of March 31, 2024 and December 31, 2023, the Company's debt issuance costs were fully amortized. On May 5, 2020, the Operating Partnership and Berkshire Hathaway entered into an amendment (the “Term Loan Amendment”) to the Term Loan Agreement by and among the Operating Partnership and Berkshire Hathaway as initial lender and administrative agent that permits the deferral of payment of interest under the Term Loan Agreement if, as of the first day of each applicable month, (x) the amount of unrestricted and unencumbered (other than liens created under the Term Loan Agreement) cash on hand of the Operating Partnership and its subsidiaries, minus (y) the aggregate amount of anticipated necessary expenditures for such period (such sum, “Available Cash”) is equal to or less than $30.0 million. In such instances, for each interest period, the Operating Partnership is obligated to make payments of interest in an amount equal to the difference between (i) Available Cash and (ii) $20.0 million (provided that such payment shall not exceed the amount of current interest otherwise due under the Term Loan Agreement). Any deferred interest shall accrue interest at 2.0 % in excess of the then applicable interest rate and shall be due and payable on July 31, 2023; provided, that the Operating Partnership is required to pay any deferred interest from Available Cash in excess of $ 30.0 million (unless otherwise agreed to by the administrative agent under the Term Loan Agreement in its sole discretion). In addition, repayment of any outstanding deferred interest is a condition to any borrowings under the $ 400.0 million Incremental Funding Facility under the Term Loan Agreement. The Company has paid all interest due under the Term Loan Agreement and has not deferred any interest as permitted under the amendment to the Term Loan Amendment. Additionally, the First Term Loan Amendment provides that the administrative agent and the lenders express their continued support for asset dispositions, subject to the administrative agent’s right to approve the terms of individual transactions due to the occurrence of a Financial Metric Trigger Event, as such term is defined under the Term Loan Agreement. On November 24, 2021, the Operating Partnership, the Company and Berkshire Hathaway entered into an amendment (the “Second Term Loan Amendment”) to the Term Loan Agreement by and among the Operating Partnership, the Company and Berkshire Hathaway to which the Operating Partnership, the Company and Berkshire Hathaway mutually agreed that (i) the “make whole” provision in the Senior Secured Term Loan Agreement shall not be applicable to prepayments of principal ; and (ii) the Senior Secured Term Loan Agreement, as amended for (i) above, may at the Operating Partnership's election be extended for two years from July 31, 2023 to July 31, 2025 (the “Maturity Date” ) if its principal has been reduced to $ 800 million by the July 31, 2023. The outstanding principal balance was reduced to $ 800 million on February 2, 2023, and the Maturity Date has been extended to July 31, 2025 . On June 16, 2022, the Operating Partnership, the Company and Berkshire Hathaway entered into an amendment (the “Third Term Loan Amendment”) to the Term Loan Agreement by and among the Operating Partnership, the Company and Berkshire Hathaway to which the Operating Partnership, the Company and Berkshire Hathaway mutually agreed that notwithstanding anything to the contrary in the asset sale covenant, the parent, borrower, and their respective subsidiaries will be permitted without the consent of the administrative agent to sell, transfer, or otherwise dispose of properties (including but not limited to properties or equity interests of any subsidiary) to unaffiliated third parties for no less than fair market value, provided that the borrower deposits all net proceeds received into a controlled account and the use of such net proceeds will be subject to the terms and conditions of the Term Loan Agreement, including but not limited to the restricted payments and investments/loans covenants. As of March 31, 2024 , the Company has paid down a total of $ 1.27 billion towards the Term Loan’s principal balance. The aggregate principal amount outstanding under the Term Loan Facility as of March 31, 2024 was $ 330.0 million . Subsequent to March 31, 2024 , the Company made an additional principal prepayment aggregating $ 50.0 million, reducing the balance of the Term Loan Facility to $ 280.0 million. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 – Income Taxes The Company had previously elected to be taxed as a REIT as defined under Section 856(a) of the Code for federal income tax purposes upon formation and through December 31, 2021. On March 31, 2022, the Company announced that its Board of Trustees unanimously approved a plan to terminate the Company’ s REIT status and become a taxable C Corporation, effective for the year ended December 31, 2022. As a result, the Company is no longer required to operate under REIT rules, including the requirement to distribute at least 90 % of REIT taxable income to its stockholders, which provides the Company with greater flexibility to use its free cash flow. Effective January 1, 2022, the Company is subject to federal, state and local income taxes on its taxable income at applicable tax rates and is no longer entitled to a tax deduction for dividends paid. The Company operated as a REIT since inception and through the 2021 tax year, and existing REIT requirements and limitations, including those established by the Company’s organizational documents, remained in place until December 31, 2021. As a result of the Company’ s revocation of its REIT status in fiscal year 2022, the Company incurred a one-time, non-cash deferred tax benefit of approximately $ 161.3 million during the three months ended March 31, 2022. As a result of ongoing operations and sales activity, the Company recognized a deferred tax benefit of $ 4.8 million and $ 5.5 million during the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the Company has recorded a full valuation allowance of $ 203.6 million against the deferred tax asset pursuant to ASC 740, as discussed in more detail below. While the Company has recorded a full valuation allowance against its DTAs due to the uncertainty that it will be able to utilize them, if the Company is able to sell assets at prices above its tax basis, the DTAs will be utilized to offset any taxes due on those gains to the extent of the DTAs. The Company’ s effective tax rate of 0 % differs from the U.S. statutory rate of 21 % in 2024 primarily due to the placement of a valuation allowance on its deferred tax assets. The significant components of the Company’s deferred tax assets of $ 203.6 million as of March 31, 2024 consist of book to tax basis differences, net operating losses, and carryover net operating losses. As discussed below, the Company has recorded a full valuation allowance on the deferred tax assets as of March 31, 2024 and 2023, respectively. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria. ASC 740 states that deferred tax assets shall be reduced by a valuation allowance if there is insufficient objectively verifiable evidence to support that it is more likely than not that they will be realized. This evaluation requires significant judgment which should be weighted commensurate with the extent to which the evidence can be objectively verified. Additionally, under ASC 740, forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative losses in recent years. Given the Company’s history of cumulative losses combined with the fact that the Company’s utilization of deferred tax assets is highly dependent on the outcome of the review of a broad range of strategic alternatives announced by its Board of Trustees and the uncertainty in timing and volume of future property sales, we have deemed that their realization, at this time, cannot be objectively verified. The Company has therefore recorded a full valuation allowance against the Company’s deferred tax assets as of March 31, 2024. The Company will evaluate this position each quarter as verifiable positive evidence becomes available, such as the execution of asset sales, to support the future utilization of the deferred tax assets. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 – Fair Value Measurements ASC 820, Fair Value Measurement , defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the “exit price”). ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 - quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities Level 2 - observable prices based on inputs not quoted in active markets, but corroborated by market data Level 3 - unobservable inputs used when little or no market data is available The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company also considers counterparty credit risk in its assessment of fair value. Assets Measured at Fair Value on a Nonrecurring Basis The following tables present the Company's assets measured at fair value on a non-recurring basis as of March 31, 2024 and December 31, 2023 (in thousands), aggregated by the level in the fair value hierarchy within which those measurements fall: Balance Fair Value Measurements Using Description (1) March 31, 2024 (Level 1) (Level 2) (Level 3) Impaired real estate assets $ 8,325 $ 8,325 $ - $ - (1) Represents non-recurring fair value measurement. The fair value is calculated as of the impairment date. Balance Fair Value Measurements Using Description (1) December 31, 2023 (Level 1) (Level 2) (Level 3) Impaired real estate assets $ 207,968 $ 6,000 $ 5,000 $ 196,968 Impaired right-of-use assets 3,020 - - 3,020 Other-than-temporary impaired investments in unconsolidated entities 14,739 - 14,739 - (1) Represents non-recurring fair value measurement. The fair value is calculated as of the impairment date. In accordance with ASC 360-10, Property, Plant and Equipment , the Company reviews the carrying value of its real estate assets at each reporting period. The Company recorded impairment losses of $ 1.1 million and $ 2.6 million during the three months ended March 31, 2024 and March 31, 2023, respectively, which are included in impairment on real estate assets within the condensed consolidated statements of operations. We continue to evaluate our portfolio, including our development plans and holding periods, which may result in additional impairments in future periods on our consolidated properties. In accordance with ASC 323, Equity Method and Joint Ventures, the Company reviews the carrying value in its investments in unconsolidated entities at each reporting period. The Company did no t record any other-than-temporary impairment losses on investments in unconsolidated entities during the three months ended March 31, 2024 and 2023, respectively. The fair value estimates used to determine the impairment charges for consolidated and unconsolidated properties were determined primarily by discounted cash flow analyses, market comparable data and/or offers received, as applicable. The cash flows utilized in such analyses are comprised of unobservable inputs which include, among other things, estimated revenue and expense growth rates, discount rates and capitalization rates based upon market conditions and future expectations. The most significant unobservable inputs utilized in determining the fair value of these assets are capitalization rates and discount rates which were between 5.5 % and 8.0 %. Because of these inputs, we have determined that the fair values of these properties are classified within Level 3 of the fair value hierarchy. The most significant observable inputs utilized in determining the fair value of these assets are market comparables for land and building. Comparable data utilizes comparable sales, listings, sales contracts and letters of intent which are subject to judgment as to comparability to the valued property. Because these inputs are derived from observable market data, we have determined that the fair values of these properties are classified within Level 2 of the fair value hierarchy. We consider fair values based upon the agreed-upon contract sales price to be classified within Level 1 of the fair value hierarchy. Financial Assets and Liabilities not Measured at Fair Value Financial assets and liabilities that are not measured at fair value on the condensed consolidated balance sheets include cash equivalents, restricted cash and the term loan facility. The fair value of cash equivalents and restricted cash are classified as Level 1 and the fair value of term loan facility is classified as Level 2. Cash equivalents and restricted cash are carried at cost, which approximates fair value. The fair value of debt obligations is calculated by discounting the future contractual cash flows of these instruments using current risk-adjusted rates available to borrowers with similar credit ratings. As of March 31, 2024 and December 31, 2023 , respectively, the estimated fair values of the Company’s debt obligations were $ 322.7 billion and $ 349.5 million, respectively, which approximated the carrying value at such dates as the current risk-adjusted rate approximates the stated rates on the Company’s debt obligations. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies Insurance The Company maintains general liability insurance and all-risk property and rental value, with sub-limits for certain perils such as floods and earthquakes on each of the Company’s properties. The Company also maintains coverage for terrorism acts as defined by the Terrorism Risk Insurance Program Reauthorization Act, which expires in December 2027. Insurance premiums are charged directly to each of the properties. The Company will be responsible for deductibles and losses in excess of insurance coverage, which could be material. The Company continues to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism. However, the Company cannot anticipate what coverage will be available on commercially reasonable terms in the future. Environmental Matters Under various federal, state and local laws, ordinances and regulations, the Company may be considered an owner or operator of real property or may have arranged for the disposal or treatment of hazardous or toxic substances. As a result, the Company may be liable for certain costs including removal, remediation, government fines and injuries to persons and property. Litigation and Other Matters In accordance with accounting standards regarding loss contingencies, the Company accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated, and the Company discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued or discloses the fact that such a range of loss cannot be estimated. The Company does not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. On March 2, 2021, the company brought a lawsuit in Delaware state court against QBE Insurance Corporation, Endurance American Insurance Company, Allianz Global Risks US Insurance Company and Continental Casualty Company, each of which are D&O insurance providers of the Company (the “D&O Insurers”). The Company’s lawsuit sought, among other things, declaratory relief and money damages as a result of certain of the D&O Insurers refusal to pay certain costs and expenses related to the defense of the litigation related to the bankruptcy of Sears Holdings (the "Litigation"). The Litigation was settled in 2022 and the Litigation was dismissed. During the year ended December 31, 2022, the Company reached settlement agreements with two of the D&O Insurers and received gross proceeds of $ 12.7 million, which was recorded in interest and other income in the consolidated statements of operations during the year ended December 31, 2022. During the three months ended March 31, 2023, the Company reached settlement agreements with the other two D&O Insurers for gross proceeds of $ 11.6 million. The Company received $ 3.8 million during the three months ended March 31, 2023, which is recorded in interest and other income in the consolidated statements of operations. In addition to the litigation described above, the Company is subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business and due to the current environment. While the resolution of such matters cannot be predicted with certainty, management believes, based on currently available information, that the final outcome of such matters will not have a material effect on the consolidated financial position, results of operations, cash flows or liquidity of the Company. |
Related Party Disclosure
Related Party Disclosure | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Disclosure | Note 10 – Related Party Disclosure Edward S. Lampert Edward S. Lampert is the Chairman and Chief Executive Officer of ESL, which owns Holdco, and was Chairman of Sears Holdings. Mr. Lampert was also the Chairman of Seritage prior to his retirement effective March 1, 2022. On July 6, 2022, Mr. Lampert converted all Operating Partnership Units (“OP Units” ) to Class A common shares. As a result, he owns 24.0 % of the outstanding Class A shares as of March 31, 2024. Subsidiaries of Holdco, as lessees, and subsidiaries of the Company, as lessors, were parties to the Holdco Master Lease and subsidiaries of Sears Holdings, as lessees, and subsidiaries of the Company, as lessors, were parties to the Original Master Lease. Winthrop Capital Advisors On December 29, 2021, the Company entered into a Services Agreement with Winthrop Capital Advisors LLC to provide additional staffing to the Company. On January 7, 2022, the Company announced that John Garilli, an employee of Winthrop, has been appointed interim chief financial officer on a full-time basis, effective January 14, 2022. The Company pays Winthrop a monthly fee for services and reimbursement for certain employees. The Company paid Winthrop $ 0.8 million and $ 0.7 million during the three months ended March 31, 2024 and 2023, respectively. Unconsolidated Entities Certain unconsolidated entities have engaged the Company to provide management, leasing, construction supervision and development services at the properties owned by the unconsolidated entities. Refer to Note 2 for the Company’s significant accounting policies. The Company has certain put rights on properties held by the Unconsolidated Entities, which may require the Company’s partner to buy out the Company’s investment in such properties. During the three months ended March 31, 2024, the Company did not exercise any put rights. During the three months ended March 31, 2023, the Company exercised its put rights on one property. |
Non-Controlling Interests
Non-Controlling Interests | 3 Months Ended |
Mar. 31, 2024 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | Note 11 – Non-Controlling Interests Partnership Agreement On July 7, 2015, Seritage and ESL entered into the agreement of limited partnership of the Operating Partnership which was amended and restated on December 14, 2017 and further amended and restated on January 4, 2023. Pursuant to this partnership agreement, as the sole general partner of the Operating Partnership, Seritage exercises exclusive and complete responsibility and discretion in its day-to-day management, authority to make decisions, and control of the Operating Partnership, and may not be removed as general partner by the limited partners. On July 6, 2022, ESL converted all Operating Partnership Units to Class A common shares. As a result, the Company, and its wholly owned subsidiaries, holds a 100 % interest in the Operating Partnership as of March 31, 2024 . |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Shareholders' Equity | Note 12 – Shareholders’ Equity Class A Common Shares As of March 31, 2024 , 56,262,944 Class A common shares were issued and outstanding. Class A shares have a par value of $ 0.01 per share. Class B Non-Economic Common Shares As of March 31, 2024 , there were no Class B non-economic common shares issued and outstanding. Series A Preferred Shares In December 2017, the Company issued 2,800,000 7.00 % Series A Cumulative Redeemable Preferred Shares (the “Series A Preferred Shares”) in a public offering at $ 25.00 per share. The Company received net proceeds from the offering of approximately $ 66.4 million, after deducting payment of the underwriting discount and offering expenses. As of December 14, 2022, the Company may redeem any or all of the Series A Preferred Shares at $ 25.00 per share plus any accrued and unpaid dividends. The Series A Preferred Shares have no stated maturity, are not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company redeems or otherwise repurchases them or they are converted. Dividends and Distributions The Company’s Board of Trustees has not declared dividends on the Company’s Class A common shares during 2024 or 2023. The last dividend on the Company’s Class A and C common shares that the Board of Trustees declared was on February 25, 2019, which was paid on April 11, 2019 to shareholders of record on March 29, 2019. The Board of Trustees will determine future distributions following the pay down of the Term Loan Facility. The Company’s Board of Trustees declared the following dividends on preferred shares during 2024 and 2023: Series A Declaration Date Record Date Payment Date Preferred Share 2024 May 2 June 28 July 15 $ 0.43750 February 29 March 29 April 15 0.43750 2023 October 30 December 29 January 16, 2024 $ 0.43750 July 25 September 29 October 13 0.43750 April 27 June 30 July 14 0.43750 February 15 March 31 April 17 0.43750 |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Note 13 – Earnings per Share The table below provides a reconciliation of net 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 without regard to dilutive potential common shares, and “diluted” EPS, which includes all such shares. Potentially dilutive securities consist of shares of non-vested restricted stock and the redeemable non-controlling interests in the Operating Partnership. All outstanding non-vested shares that contain non-forfeitable rights to dividends are considered participating securities and are included in computing EPS pursuant to the two-class method which specifies that all outstanding non-vested share-based payment awards that contain non-forfeitable rights to distributions are considered participating securities and should be included in the computation of EPS. (in thousands except per share amounts) Three Months Ended March 31, 2024 2023 Numerator - Basic and Diluted Net loss $ ( 18,985 ) $ ( 61,986 ) Preferred dividends ( 1,225 ) ( 1,225 ) Net loss attributable to common shareholders - Basic $ ( 20,210 ) $ ( 63,211 ) Denominator - Basic and Diluted Weighted average Class A common shares outstanding 56,215 56,059 Weighted average Class A common shares 56,215 56,059 Weighted average Class A common shares 56,215 56,059 Loss per share attributable to Class A $ ( 0.36 ) $ ( 1.13 ) Loss per share attributable to Class A $ ( 0.36 ) $ ( 1.13 ) No adjustments were made to the numerator for the three months ended March 31, 2024 and 2023, respectively, because the Company generated a net loss. During periods of net loss, undistributed losses are not allocated to the participating securities as they are not required to absorb losses. No adjustments were made to the denominator for the three months ended March 31, 2024 and 2023, respectively, because (i) the inclusion of outstanding non-vested restricted shares would have had an anti-dilutive effect and (ii) including the non-controlling interest in the Operating Partnership would also require that the share of the Operating Partnership loss attributable to such interests be added back to net loss, therefore, resulting in no effect on earnings per share. As of March 31, 2024 and December 31, 2023 , there were 98,398 and 361,645 shares, respectively, of non-vested restricted shares outstanding. |
Share Based Compensation
Share Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share Based Compensation | Note 14 – Share-Based Compensation On July 7, 2015, the Company adopted the Seritage Growth Properties 2015 Share Plan (the “Plan”). The number of shares of common stock reserved for issuance under the Plan is 3,250,000 . The Plan provides for grants of restricted shares, share units, other share-based awards, options, and share appreciation rights, each as defined in the Plan (collectively, the “Awards”). Directors, officers, other employees, and consultants of the Company and its subsidiaries and affiliates are eligible for Awards. Restricted Shares and Share Units Pursuant to the Plan, the Company has periodically made grants of restricted shares or share units. The vesting terms of these grants are specific to the individual grant and vary in that a portion of the restricted shares and share units vest in equal annual amounts over the subsequent three years (time-based vesting) and a portion of the restricted shares and share units vest on the third anniversary of the grants subject to the achievement of certain performance criteria (performance-based and market-based vesting). In general, participating employees are required to remain employed for vesting to occur (subject to certain limited exceptions). Restricted shares and share units that do not vest are forfeited. Dividends on restricted shares and share units with time-based vesting are paid to holders of such shares and share units and are not returnable, even if the underlying shares or share units do not ultimately vest. Dividends on restricted shares and share units with performance-based vesting are accrued when declared and paid to holders of such shares on the third, and in some instances, the fourth anniversary of the initial grant subject to the vesting of the underlying shares. See Note 2 for valuation information related to the grants of the awards that are subject to market-based vesting conditions. The following table summarizes restricted share activity for the three months ended March 31, 2024: Three Months Ended March 31, 2024 Weighted- Average Grant Shares Date Fair Value Unvested restricted shares at beginning of period 361,645 $ 14.31 Share units granted - Restricted shares vested ( 131,272 ) 13.48 Restricted shares forfeited ( 131,975 ) 17.18 Unvested restricted shares at end of period 98,398 $ 11.55 The Company recognized $ 0.6 million and $ 0.8 million in compensation expense related to the restricted shares for the three months ended March 31, 2024 and 2023, respectively. Compensation expenses related to the restricted shares are included in general and administrative expenses on the Company’s condensed consolidated statements of operations. As of March 31, 2024 , there were approximately $ 1.0 million of total unrecognized compensation costs related to the outstanding restricted shares which are expected to be recognized over a weighted-average period of approximately 0.9 years. As of March 31, 2023 , there were approximately $ 3.7 million of total unrecognized compensation costs related to the outstanding restricted shares which were expected to be recognized over a weighted-average period of approximately 1.6 years. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation These condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K, (the “Annual Report”), for the year ended December 31, 2023. Certain footnote disclosures which would substantially duplicate those contained in our Annual Report have been condensed or omitted from this quarterly report. In the opinion of management, all adjustments necessary for a fair presentation (which include only normal recurring adjustments) have been included in this quarterly report. Operating results for the three months ended March 31, 2024 may not be indicative of the results that may be expected for any other interim period or for the year ending December 31, 2024. Capitalized terms used, but not defined in this quarterly report, have the same meanings as set forth in our Annual Report. The accompanying condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of the Company, the Operating Partnership, each of their consolidated properties, and all other entities in which the Company has a controlling financial interest. For entities that meet the definition of a variable interest entity (“VIE”), the Company consolidates those entities when the Company is the primary beneficiary of the entity. The Company is determined to be the primary beneficiary when it possesses both the unilateral power to direct activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company continually evaluates whether it qualifies as the primary beneficiary and reconsiders its determination of whether an entity is a VIE upon reconsideration events. As of March 31, 2024 , the Company consolidates one VIE in which we are considered the primary beneficiary, as the Company has the power to direct the activities of the entity, specifically surrounding the development plan. As of March 31, 2024 and December 31, 2023, the Company has several investments in unconsolidated VIEs and does not consolidate these entities because the Company is not the primary beneficiary. All intercompany accounts and transactions have been eliminated. To the extent such variable interests are in entities that are not evaluated under the VIE model, the Company evaluates its interests using the voting interest entity model. As of March 31, 2024, the Company, and its wholly owned subsidiaries, h olds a 100 % interest i n the Operating Partnership and is the sole general partner which gives the Company exclusive and complete responsibility for the day-to-day management, authority to make decisions, and control of the Operating Partnership. Certain prior period amounts, if any, have been reclassified to conform to the current period’ s presentation. |
Use of Estimates | Use of Estimates 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. The most significant assumptions and estimates relate to real estate impairment assessments and assessing the recoverability of accounts receivable. These estimates are based on historical experience and other assumptions which management believes are reasonable under the circumstances. Management evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from these estimates. |
Segment Reporting | Segment Reporting The Company currently operates in a single reportable segment which includes the ownership, development, redevelopment, management, sale and leasing of real estate properties. The Company’s chief operating decision maker, its principal executive officer, assesses and measures the operating and financial results for each property on an individual basis and does not distinguish or group properties based on geography, size, or type. The Company, therefore, aggregates all properties into one reportable segment due to their similarities with regard to the nature and economics of the properties, tenants, and operational process. |
Real Estate Investments | Real Estate Investments Real estate assets are recorded at cost, less accumulated depreciation and amortization. Expenditures for ordinary repairs and maintenance will be expensed as incurred. Significant renovations which improve the property or extend the useful life of the assets are capitalized. As real estate is undergoing redevelopment activities, all amounts directly associated with and attributable to the project, including planning, development and construction costs, interest costs, personnel costs of employees directly involved, and other miscellaneous costs incurred during the period of redevelopment, are capitalized. The capitalization period begins when redevelopment activities are underway and ends when the project is substantially complete. Depreciation of real estate assets, excluding land, is recognized on a straight-line basis over their estimated useful lives which generally range between: Buildings: 25 – 40 years Site improvements: 5 – 15 years Tenant improvements: shorter of the estimated useful life or non-cancelable term of lease The Company amortizes identified intangibles that have finite lives over the period they are expected to contribute directly or indirectly to the future cash flows of the property or business acquired, generally the remaining non-cancelable term of a related lease. The Company, on a periodic basis, assesses whether there are indicators, including macroeconomic conditions, that the value of the real estate assets may be impaired. If an indicator is identified, management will estimate the real estate asset recoverability based on projected operating cash flows (undiscounted and unleveraged), taking into account the anticipated holding period and capitalization rates, to determine if the undiscounted cash flows are less than a real estate asset’s carrying value. If the carrying value of an asset exceeds the undiscounted cash flows, an analysis is performed to determine the estimated fair value of the real estate asset. In estimating the fair value of an asset, various factors are considered, including expected future operating income, trends and leasing prospects and the effects of demand, competition, and other economic factors such as discount rates and market comparables. Changes in any estimates and/or assumptions, including the anticipated holding period, could have a material impact on the projected operating cash flows. If management determines that the carrying value of a real estate asset is impaired, a loss will be recorded for the excess of its carrying amount over its estimated fair value. The Company recognized impairment charges of $ 1.1 million and $ 2.6 million during the three months ended March 31, 2024 and 2023, respectively . Real Estate Dispositions When the Company disposes of all or a portion of a real estate asset, it recognizes a gain or loss on sale of real estate as the difference between the carrying value and consideration received. Consideration consists of cash proceeds received. The following table summarizes our gain on sale of real estate, net during the three months ended March 31, 2024 and 2023 (in millions): Three Months Ended March 31, 2024 2023 Dispositions to third parties Gross proceeds $ 48.8 $ 290.8 Gain on sale of real estate, net 1.1 12.4 |
Real Estate Held for Sale | Real Estate Held for Sale When a real estate asset is identified by management as held for sale, the Company ceases depreciation of the asset and estimates its fair value, net of estimated costs to sell. If the estimated fair value, net of estimated costs to sell, of an asset is less than its net carrying value, an adjustment is recorded to reflect the estimated fair value. Properties classified as real estate held for sale generally represent properties that are either under contract for sale or have been identified for sale and all requirements to sell have been satisfied and are probable to close within a year. In evaluating whether a property meets the held for sale criteria, the Company makes a determination as to the point in time that it is probable that a sale will be consummated. Given the nature of all real estate sales contracts, it is not unusual for such contracts to allow potential buyers a period of time to evaluate the property prior to formal acceptance of the contract. In addition, certain other matters critical to the final sale, such as financing arrangements, often remain pending even upon contract acceptance. As a result, properties under contract may not close within the expected time period or at all. As of March 31, 2024 , seven properties were classified as held for sale with assets of $ 75.6 million and no liabilities, and, as of December 31, 2023 , six properties were classified as held for sale with assets of $ 39.3 million and no liabilities. |
Investments in Unconsolidated Joint Ventures | Investments in Unconsolidated Entities The Company accounts for its investments in unconsolidated entities using the equity method of accounting as the Company exercises significant influence but does not have a controlling financial interest. These investments are initially recorded at cost and are subsequently adjusted for cash contributions, cash distributions, and earnings which are recognized in accordance with the terms of the applicable agreement. On a periodic basis, management assesses whether there are indicators, including the operating performance of the underlying real estate and general market conditions which include macroeconomic conditions, that the value of the Company’s investments in unconsolidated entities may be impaired. An investment’s value is impaired if management’s estimate of the fair value of the Company’s investment is less than its carrying value and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over its estimated fair value. The Company recorded no other-than-temporary impairment losses in investments in unconsolidated entities for the three months ended March 31, 2024 and 2023 . |
Restricted Cash | Restricted Cash As of March 31, 2024 and December 31, 2023, respectively, restricted cash represents cash collateral for letters of credit and cash escrowed for development purposes. |
Rental Revenue Recognition and Tenant Receivables | Rental Revenue Recognition and Tenant Receivables Rental income is comprised of base rent and reimbursements of property operating expenses. The Company commences rental revenue recognition when the lessee takes control of the physical use of the leased asset based on evaluation of several factors. Base rent is recognized on a straight-line basis over the non-cancelable terms of the related leases. For leases that have fixed and measurable base rent escalations, the difference between such rental income earned and the cash rent due under the provisions of the lease is recorded as straight-line rent receivable and included as a component of tenant and other receivables on the condensed consolidated balance sheets. Reimbursement of property operating expenses arises from tenant leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes of the respective property. This revenue is accrued in the same periods as the expenses are incurred. The Company periodically reviews its receivables for collectability, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates, and economic conditions in the area where the property is located. Tenant receivables, including receivables arising from the straight-lining of rents, are written-off directly when management deems that the collectability of substantially all future lease payments from a specified lease is not probable of collection, at which point, the Company will begin recognizing revenue on a cash basis, based on actual amounts received. Any receivables that are deemed to be uncollectible are recognized as a reduction to rental income in the Company’s condensed consolidated statements of operations. If future circumstances change such that the Company believes that it is reasonably certain that the Company will collect all rental income remaining on such leases, the Company will resume accruing rental income and recognize a cumulative catch up for previously written-off receivables. The Company recorded a reduction to rental income of $ 29.7 thousand and $ 0.9 million during the three months ended March 31, 2024 and 2023, respectively, as a result of the Company’s evaluation of collectability. In addition, the Company recorded a reduction of income of previously recorded straight-line rent of $ 66.5 thousand and an increase of $ 0.1 million of straight-line rent for the three months ended March 31, 2024 and 2023, respectively. In leasing tenant space, the Company may provide funding to the lessee through a tenant allowance. In accounting for a tenant allowance, the Company will determine whether the allowance represents funding for the construction of leasehold improvements and evaluate the ownership of such improvements. If the Company is considered the owner of the improvements for accounting purposes, the Company will capitalize the amount of the tenant allowance and depreciate it over the shorter of the useful life of the improvements or the related lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Company is not considered the owner of the improvements for accounting purposes, the allowance is considered a lease incentive and is recognized over the lease term as a reduction of rental revenue on a straight-line basis. |
Tenant and Other Receivables | Tenant and Other Receivables Tenant and other receivables includes unpaid amounts billed to tenants, accrued revenues for future billings to tenants for property expenses, and amounts arising from the straight-lining of rent, as discussed above. Tenant and other receivables also includes management fees receivable for services performed for the benefit of certain unconsolidated entities. In the event that the collectability of a management fee receivable is in doubt, a provision for uncollectible amounts will be established or a direct write-off of the specific receivable will be made. |
Management and Other Fee Income | Management and Other Fee Income Management and other fee income represents property management, construction, leasing and development fees for services performed for the benefit of certain unconsolidated entities. Property management fee income is reported at 100 % of the revenue earned from such unconsolidated properties in management and other fee income on the condensed consolidated statements of operations. The Company’s share of management expenses incurred by the unconsolidated entities is reported in equity in loss of unconsolidated entities on the condensed consolidated statements of operations and in other expenses in the combined financial data in Note 4. Leasing and development fees are initially reported at the portion of revenue earned attributable to outside ownership of the related unconsolidated entities. The Company’s share in leasing and development fee income is recognized over the useful life of the associated development project, in the case of development fees, or lease term, in the case of leasing fees, as the associated asset is depreciated over the same term and included in equity in loss of unconsolidated entities on the condensed consolidated statements of operations and in other expenses in the combined financial data in Note 4. Management determined that property and asset management and construction and development management services each represent a series of stand-ready performance obligations satisfied over time with each day of service being a distinct performance obligation. For property and asset management services, the Company is typically compensated for its services through a monthly management fee earned based on a specified percentage of monthly rental income or rental receipts generated from the property under management. For construction and development services, the Company is typically compensated for planning, administering and monitoring the design and construction of projects within our unconsolidated entities based on a percentage of project costs or a fixed fee. Revenues from such management contracts are recognized over the life of the applicable contract. Conversely, leasing services are considered to be performance obligations, satisfied as of a point in time. The Company’s leasing fee is typically paid upon the occurrence of certain contractual event(s) that may be contingent and the pattern of revenue recognition may differ from the timing of payment. For these services, the obligations are typically satisfied at lease execution and tenant opening date, and revenue is recognized in accordance with the related agreement at the point in time when the obligation has been satisfied. |
Share-Based Compensation | Share-Based Compensation The Company generally recognizes equity awards to employees as compensation expense and includes such expense within general and administrative expenses in the condensed consolidated statements of operations. Compensation expense for equity awards is based on the grant date fair value of the awards. Compensation expense is recognized ratably over the vesting period for awards with time-based vesting and awards with market-based vesting conditions (e.g. total shareholder return). For awards with performance-based vesting determined by Company operating criteria, the Company recognizes compensation expense at the date the achievement of performance criteria is deemed probable for the amount which would have been recognized ratably from the date of the grant through the date the achievement of performance criteria is deemed probable, and then ratably from the date the achievement of performance criteria is deemed probable through the remainder of the vesting period. The Company utilized a third-party valuation firm to measure the grant date fair value of restricted stock unit awards with market-based criteria using the Monte Carlo model. Forfeitures are recorded on an actual basis. |
Concentration of Credit Risk | Concentration of Credit Risk Concentrations of credit risk arise when a number of operators, tenants, or obligors related to the Company’s investments are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. Management believes the Company’s portfolio is reasonably diversified and does not contain any significant concentrations of credit risk. As of March 31, 2024 , the Company has one tenant that comprises 15.4 % of annualized based rent, with no other tenants exceeding 10.0% of annualized based rent. The Company’s portfolio of 18 Consolidated Properties and 9 Unconsolidated Properties was diversified by location across 10 states. |
Earnings/(Loss) per Share | Earnings/(Loss) per Share The Company has three classes of common stock. The rights, including the liquidation and dividend rights, of the holders of the Company’s Class A common shares and Class C non-voting common shares are identical, except with respect to voting. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis. The net earnings (loss) per share amounts are the same for Class A and Class C common shares because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation. Since August 29, 2018, all outstanding Class C common shares had been exchanged for Class A common shares and there are currently no Class C common shares outstanding. Class B non-economic common shares are excluded from earnings/(loss) per share computations as they do not have economic rights. Since December 31, 2020, all outstanding Class B common shares have been surrendered and there are currently no Class B common shares outstanding. All outstanding non-vested shares that contain non-forfeitable rights to dividends are considered participating securities and are included in computing earnings per share pursuant to the two-class method which specifies that all outstanding non-vested share-based payment awards that contain non-forfeitable rights to distributions are considered participating securities and should be included in the computation of earnings/(loss) per share. |
Income Taxes | Income Taxes The condensed consolidated financial statements reflect provisions for federal, state and local income taxes. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as operating loss and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities as a result of a change in tax rates is recognized as income in the period that includes the enactment date. For years prior to 2022, the Company was taxed as a REIT and did not expect to pay federal, state or local income taxes at the REIT level (including its qualified REIT subsidiaries). While a REIT, the Company was required to distribute at least 90 % of its REIT level taxable income to shareholders, and the resulting dividends paid deduction offset its REIT taxable income. Consequently, while a REIT, since the Company did not expect to pay taxes on its REIT taxable income, it did not recognize deferred tax assets or liabilities. Deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Significant judgments are required to determine the consolidated provision (benefit) for income taxes. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. Realization of the Company’s deferred tax assets is dependent upon many factors such as tax regulations applicable to the jurisdictions in which the Company operates, estimates of future taxable income and the character of such taxable income. The Inflation Reduction Act of 2022 was enacted on August 16, 2022 and was effective January 1, 2023. The Inflation Reduction Act includes a 15 % corporate alternative minimum tax (the “CAMT”) based on the adjusted financial statement income (“book income” ) of applicable corporations. The CAMT generally applies to corporations with average annual book income over a 3-year period exceeding $ 1 billion. The Company does not expect this legislation to have a material effect on the condensed consolidated financial statements. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. A valuation allowance is recorded to adjust net deferred tax assets to the amount which management believes will more likely than not be recoverable. In making such determination, management considers available positive and negative evidence, including future reversals of existing taxable temporary differences, future taxable income, and the implementation of prudent tax planning strategies. In the event that the Company is able to utilize its deferred tax assets in excess of their recorded amount, the valuation allowance will be reduced with a corresponding reduction to income tax expense. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company has not adopted any Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board ("FASB") during the three months ended March 31, 2024. In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within the segment measure of profit or loss, an amount and description of its composition for other segment items to reconcile segment profit or loss, and the title and position of the entity's CODM. ASU 2023-07 will be effective retrospectively for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The Company is currently evaluating the impact of the guidance on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures that requires public companies to annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of the guidance on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Lives | Depreciation of real estate assets, excluding land, is recognized on a straight-line basis over their estimated useful lives which generally range between: Buildings: 25 – 40 years Site improvements: 5 – 15 years Tenant improvements: shorter of the estimated useful life or non-cancelable term of lease |
Schedule of Gain on Sale of Real Estate | The following table summarizes our gain on sale of real estate, net during the three months ended March 31, 2024 and 2023 (in millions): Three Months Ended March 31, 2024 2023 Dispositions to third parties Gross proceeds $ 48.8 $ 290.8 Gain on sale of real estate, net 1.1 12.4 |
Lease Intangible Assets and L_2
Lease Intangible Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Real Estate [Abstract] | |
Summary of Lease Intangible Assets | The following tables summarize the Company’s leas e intangible assets (acquired in-place leases and above-market leases) and liabilities (acquired below-market leases, which is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets), net of accumulated amortization, as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 Gross Accumulated Lease Intangible Assets Asset Amortization Balance In-place leases, net $ 294 $ ( 103 ) $ 191 Total $ 294 $ ( 103 ) $ 191 December 31, 2023 Gross Accumulated Lease Intangible Assets Asset Amortization Balance In-place leases, net $ 1,541 $ ( 655 ) $ 886 Total $ 1,541 $ ( 655 ) $ 886 |
Summary of Lease Intangible Liabilities | Gross Accumulated Lease Intangible Liabilities Liability Amortization Balance Below-market leases, net $ 1,304 $ ( 470 ) $ 834 Total $ 1,304 $ ( 470 ) $ 834 Gross Accumulated Lease Intangible Liabilities Liability Amortization Balance Below-market leases, net $ 1,304 $ ( 456 ) $ 848 Total $ 1,304 $ ( 456 ) $ 848 |
Schedule of Future Amortization of Acquired Leases | Future amortization of these leases intangibles is set forth below (in thousands): (Above) / below market leases, net Below market ground lease In-place leases Remainder of 2024 $ 7 $ 152 $ 1 2025 8 203 2 2026 8 203 2 2027 8 203 2 2028 8 203 2 2029 8 203 2 Thereafter 787 8,841 180 |
Investments in Unconsolidated_2
Investments in Unconsolidated Entities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Company's Investments in Unconsolidated Entities | As of March 31, 2024 , the Company had investments in seven unconsolidated entities as follows: Seritage % # of Total Unconsolidated Entities Entity Partner(s) Ownership Properties GLA GS Portfolio Holdings II LLC Brookfield Properties Retail 50.0 % 1 87,500 GS Portfolio Holdings (2017) LLC Brookfield Properties Retail 50.0 % 1 93,500 SPS Portfolio Holdings II LLC Simon Property Group, Inc. 50.0 % 3 275,700 Mark 302 JV LLC An investment fund managed 50.0 % 1 51,500 SI UTC LLC A separate account advised by 50.0 % 1 106,200 Tech Ridge JV Holding LLC An affiliate of 50.0 % 1 — Landmark Land Holdings, LLC The Howard Hughes Corporation and Foulger-Pratt 31.3 % 1 — 9 614,400 |
Summary of Properties Contributed In Unconsolidated Entities | The following table summarizes the properties contributed to the Company’s unconsolidated entities (in millions): March 31, 2024 Unconsolidated Entities Contribution Date Contribution Value Gain (Loss) 2019 Tech Ridge JV (1) September 27, 2019 $ 3.0 $ 0.1 (1) The Tech Ridge JV is subject to a revaluation primarily based upon the number of residential units constructed by the Tech Ridge JV. The Contribution Value cannot be less than $ 2.75 million. |
Summary of Combined Condensed Financial Data of Unconsolidated Entities | The following tables present summarized financial data for UTC JV (in thousands): March 31, 2024 December 31, 2023 ASSETS Investment in real estate Land $ 27,993 $ 27,992 Buildings and improvements 158,264 149,625 Accumulated depreciation ( 8,119 ) ( 6,592 ) 178,138 171,025 Construction in progress 2,437 2,362 Net investment in real estate 180,575 173,387 Cash and cash equivalents 8,347 7,355 Tenant and other receivables, net 11,206 11,289 Other assets, net 2,550 11,927 Total assets $ 202,678 $ 203,958 LIABILITIES AND MEMBERS' INTERESTS Accounts payable, accrued expenses and other liabilities 14,592 18,133 Total liabilities 14,592 18,133 Members' Interest Additional paid in capital 185,918 180,628 Retained earnings 2,168 5,197 Total members' interest 188,086 185,825 Total liabilities and members' interest $ 202,678 $ 203,958 Carrying value of Company's investments in equity investments $ 98,651 $ 97,018 Three Months Ended March 31, 2024 2023 Total revenue $ 4,571 $ 1,943 Property operating expenses ( 785 ) ( 776 ) Depreciation and amortization ( 1,475 ) ( 973 ) Operating income 2,311 194 Other expenses ( 143 ) ( 52 ) Net income $ 2,168 $ 142 Equity in income of unconsolidated $ 1,122 $ 71 (1) Equity in income of unconsolidated entities on the consolidated statements of operations includes basis difference adjustments. Summarized Financial Information for Unconsolidated Entities The following tables present combined condensed financial data for the Company’s unconsolidated entities, excluding UTC JV (in thousands): March 31, 2024 December 31, 2023 ASSETS Investment in real estate Land $ 117,439 $ 117,439 Buildings and improvements 96,099 96,016 Accumulated depreciation ( 43,828 ) ( 43,070 ) 169,710 170,385 Construction in progress 112,275 104,866 Net investment in real estate 281,985 275,251 Cash and cash equivalents 7,558 2,795 Tenant and other receivables, net 24 6 Other assets, net 31,505 34,098 Total assets $ 321,072 $ 312,150 LIABILITIES AND MEMBERS' INTERESTS Accounts payable, accrued expenses and other liabilities 69,890 65,522 Total liabilities 69,890 65,522 Members' Interest Additional paid in capital 296,790 340,311 Accumulated deficit ( 45,608 ) ( 93,683 ) Total members' interest 251,182 246,628 Total liabilities and members' interest $ 321,072 $ 312,150 Carrying value of Company's investments in equity investments $ 101,159 $ 99,419 Three Months Ended March 31, 2024 2023 Total revenue $ 199 $ 4,361 Property operating expenses ( 923 ) ( 2,217 ) Depreciation and amortization ( 758 ) ( 4,002 ) Operating loss ( 1,482 ) ( 1,858 ) Other expenses 18 ( 224 ) Gains (losses) and (impairments) — ( 70,806 ) Net loss $ ( 1,464 ) $ ( 72,888 ) Equity in loss of unconsolidated $ ( 743 ) $ ( 36,443 ) (1) Equity in loss of unconsolidated entities on the condensed consolidated statements of operations includes basis difference adjustments. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Schedule of Future Minimum Rental Receipts excluding Variable Payments and Tenant Reimbursements of Expenses Under Non-cancelable Operating Leases | Future minimum rental rec eipts, excluding variable payments and tenant reimbursements of expenses, under non-cancelable operating leases executed as of March 31, 2024 are approximately as follows: (in thousands) March 31, 2024 Remainder of 2024 $ 15,385 2025 22,720 2026 21,543 2027 20,268 2028 17,690 2029 15,302 Thereafter 84,764 Total $ 197,672 |
Components of Lease Revenues | The components of lease revenues for the three months ended March 31, 2024 and 2023 were as follows: (in thousands) Three Months Ended 2024 2023 Fixed rental income $ 4,837 $ 12,154 Variable rental income 942 ( 895 ) Total rental income $ 5,779 $ 11,259 |
Information Related to Measurement of Lease Liabilities | The following table sets forth information related to the measurement of our lease liabilities as of March 31, 2024: March 31, 2024 Weighted average remaining lease term (in years) 10.7 Weighted average discount rate 6.77 % Cash paid for operating leases (in thousands) $ 330 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on Nonrecurring Basis | The following tables present the Company's assets measured at fair value on a non-recurring basis as of March 31, 2024 and December 31, 2023 (in thousands), aggregated by the level in the fair value hierarchy within which those measurements fall: Balance Fair Value Measurements Using Description (1) March 31, 2024 (Level 1) (Level 2) (Level 3) Impaired real estate assets $ 8,325 $ 8,325 $ - $ - (1) Represents non-recurring fair value measurement. The fair value is calculated as of the impairment date. Balance Fair Value Measurements Using Description (1) December 31, 2023 (Level 1) (Level 2) (Level 3) Impaired real estate assets $ 207,968 $ 6,000 $ 5,000 $ 196,968 Impaired right-of-use assets 3,020 - - 3,020 Other-than-temporary impaired investments in unconsolidated entities 14,739 - 14,739 - (1) Represents non-recurring fair value measurement. The fair value is calculated as of the impairment date. |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Series A Preferred Shares [Member] | |
Class of Stock [Line Items] | |
Summary of Dividends and Distributions | The Company’s Board of Trustees declared the following dividends on preferred shares during 2024 and 2023: Series A Declaration Date Record Date Payment Date Preferred Share 2024 May 2 June 28 July 15 $ 0.43750 February 29 March 29 April 15 0.43750 2023 October 30 December 29 January 16, 2024 $ 0.43750 July 25 September 29 October 13 0.43750 April 27 June 30 July 14 0.43750 February 15 March 31 April 17 0.43750 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Reconciliation of Net Income (Loss) and Number of Common Shares Used in Computations of Basic Earnings Per Share | The table below provides a reconciliation of net 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 without regard to dilutive potential common shares, and “diluted” EPS, which includes all such shares. (in thousands except per share amounts) Three Months Ended March 31, 2024 2023 Numerator - Basic and Diluted Net loss $ ( 18,985 ) $ ( 61,986 ) Preferred dividends ( 1,225 ) ( 1,225 ) Net loss attributable to common shareholders - Basic $ ( 20,210 ) $ ( 63,211 ) Denominator - Basic and Diluted Weighted average Class A common shares outstanding 56,215 56,059 Weighted average Class A common shares 56,215 56,059 Weighted average Class A common shares 56,215 56,059 Loss per share attributable to Class A $ ( 0.36 ) $ ( 1.13 ) Loss per share attributable to Class A $ ( 0.36 ) $ ( 1.13 ) |
Share Based Compensation (Table
Share Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Restricted Share | The following table summarizes restricted share activity for the three months ended March 31, 2024: Three Months Ended March 31, 2024 Weighted- Average Grant Shares Date Fair Value Unvested restricted shares at beginning of period 361,645 $ 14.31 Share units granted - Restricted shares vested ( 131,272 ) 13.48 Restricted shares forfeited ( 131,975 ) 17.18 Unvested restricted shares at end of period 98,398 $ 11.55 |
Organization - Additional Infor
Organization - Additional Information (Detail) $ in Thousands, ft² in Millions | 3 Months Ended | 12 Months Ended | |||||||
May 01, 2024 USD ($) | Feb. 02, 2023 USD ($) | Jul. 07, 2015 USD ($) JointVenture | Mar. 31, 2024 USD ($) ft² Property Acres | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) Property | Dec. 31, 2022 | May 10, 2024 USD ($) | |
Organization And Basis Of Presentation [Line Items] | |||||||||
Number of properties interested in the portfolio | Property | 27 | ||||||||
Number of acres held under development | Acres | 410 | ||||||||
Number of real estate properties | Property | 6 | ||||||||
Non cash deferred tax benefit due to revocation of REIT status | $ 161,300 | ||||||||
Net cash (used in) provided by operating activities | $ 16,624 | $ 21,952 | |||||||
Net cash (used in) provided by investing activities | 28,907 | 240,290 | |||||||
Anticipated proceeds from sale of real estate property | 30,000 | ||||||||
Proceeds from sale of assets | $ 44,312 | $ 279,985 | |||||||
Minimum percentage of outstanding common stock required for affirmative vote to approve plan of sale | 66.67% | ||||||||
Term Loan Facility [Member] | |||||||||
Organization And Basis Of Presentation [Line Items] | |||||||||
Principal amount outstanding | $ 800,000 | $ 330,000 | |||||||
Number of properties sold | Property | 5 | ||||||||
Proceeds from sale of assets | $ 48,800 | ||||||||
Principal payment on loan | $ 230,000 | $ 30,000 | $ 440,000 | ||||||
Debt instrument extended maturity term | 2 years | ||||||||
Line of credit, extended maturity date | Jul. 31, 2025 | Jul. 31, 2025 | |||||||
Term Loan Facility [Member] | Subsequent Event [Member] | |||||||||
Organization And Basis Of Presentation [Line Items] | |||||||||
Principal amount outstanding | $ 280,000 | $ 280,000 | |||||||
Principal payment on loan | $ 50,000 | ||||||||
Minimum [Member] | |||||||||
Organization And Basis Of Presentation [Line Items] | |||||||||
Distribution of taxable income to qualify as REIT, percent | 90% | 90% | |||||||
Voting and Support Agreement [Member] | Former Chairman [Member] | |||||||||
Organization And Basis Of Presentation [Line Items] | |||||||||
Percentage ownership of outstanding common shares after effect of exchange of operating partnership interest | 24% | ||||||||
COVID-19 Pandemic [Member] | |||||||||
Organization And Basis Of Presentation [Line Items] | |||||||||
Net cash (used in) provided by operating activities | $ (16,600) | ||||||||
Net cash (used in) provided by investing activities | $ 28,900 | ||||||||
Sears Holdings Corporation [Member] | |||||||||
Organization And Basis Of Presentation [Line Items] | |||||||||
Business acquisition fair value, purchase price | $ 2,700,000 | ||||||||
Interests in joint ventures acquired | 50% | ||||||||
Number of joint venture acquired | JointVenture | 3 | ||||||||
Unconsolidated Properties [Member] | |||||||||
Organization And Basis Of Presentation [Line Items] | |||||||||
Area of real estate property (in square feet) | ft² | 1.2 | ||||||||
Number of acres held under development | Acres | 134 | ||||||||
Consolidated Properties [Member] | |||||||||
Organization And Basis Of Presentation [Line Items] | |||||||||
Number of acres held under development | Acres | 276 | ||||||||
Real Estate Investment Trust [Member] | |||||||||
Organization And Basis Of Presentation [Line Items] | |||||||||
Area of real estate property (in square feet) | ft² | 3.5 | ||||||||
Real Estate Investment Trust [Member] | Consolidated Properties [Member] | |||||||||
Organization And Basis Of Presentation [Line Items] | |||||||||
Area of real estate property (in square feet) | ft² | 2.3 | ||||||||
Number of real estate properties | Property | 18 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 USD ($) Segment JointVenture Entity Tenant State Property shares | Mar. 31, 2023 USD ($) | Dec. 31, 2022 | Dec. 31, 2023 USD ($) Property | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of VIEs consolidated | Entity | 1 | |||
Number of reportable segments | Segment | 1 | |||
Impairment of real estate assets | $ 1,148,000 | $ 2,576,000 | ||
Number of properties classified | Property | 6 | |||
Real estate held for sale, assets | 75,574,000 | $ 39,332,000 | ||
Real estate held for sale, liabilities | 0 | $ 0 | ||
Impairment loss | 0 | 0 | ||
Increase (reduction) to rental income | (29,700) | (900,000) | ||
Reversal of straight line rent | $ 66,500 | $ 100,000 | ||
Revenue performance obligation satisfied over time method used description | Management determined that property and asset management and construction and development management services each represent a series of stand-ready performance obligations satisfied over time with each day of service being a distinct performance obligation. | |||
Number of tenant | Tenant | 1 | |||
Annualized based rent | 15.40% | |||
Number of consolidated properties acquired | Property | 18 | |||
Percentage of corporate alternative minimum tax | 15% | |||
Corporate alternative minimum tax amount | $ 1,000,000,000 | |||
Number of entities acquired | JointVenture | 9 | |||
Number of states in properties located | State | 10 | |||
Minimum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Distribution of taxable income to qualify as REIT, percent | 90% | 90% | ||
Class C Common Shares [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Common shares, outstanding | shares | 0 | |||
Class B Common Shares [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Common shares, outstanding | shares | 0 | |||
Management and Other Fee Income [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of revenue earned from unconsolidated joint ventures | 100% | |||
Operating Partnership [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of operating partnership interest held by parent | 100% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives (Detail) | Mar. 31, 2024 |
Minimum [Member] | Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 25 years |
Minimum [Member] | Site Improvement [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Maximum [Member] | Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 40 years |
Maximum [Member] | Site Improvement [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Gain on Sale of Real Estate (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Dispositions to third parties | ||
Gross proceeds | $ 48.8 | $ 290.8 |
Gain on sale of real estate, net | $ 1.1 | $ 12.4 |
Lease Intangible Assets and L_3
Lease Intangible Assets and Liabilities - Summary of Lease Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Asset | $ 294 | $ 1,541 |
Accumulated Amortization | (103) | (655) |
Balance | 191 | 886 |
In-Place Leases, Net [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Asset | 294 | 1,541 |
Accumulated Amortization | (103) | (655) |
Balance | $ 191 | $ 886 |
Lease Intangible Assets and L_4
Lease Intangible Assets and Liabilities - Summary of Lease Intangible Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Below-Market Leases [Abstract] | ||
Gross Liability | $ 1,304 | $ 1,304 |
Accumulated Amortization | (470) | (456) |
Balance | $ 834 | $ 848 |
Lease Intangible Assets and L_5
Lease Intangible Assets and Liabilities - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of below-market leases, net of above-market leases | $ 13,400 | $ 100,000 |
Additional property expense | 50,700 | 50,700 |
In-Place Leases, Net [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense of intangible assets | $ 19,300 | $ 200,000 |
Lease Intangible Assets and L_6
Lease Intangible Assets and Liabilities - Schedule of Future Amortization of Intangibles (Detail) $ in Thousands | Mar. 31, 2024 USD ($) |
(Above)/ Below Market Leases, Net [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2024 | $ 7 |
2025 | 8 |
2026 | 8 |
2027 | 8 |
2028 | 8 |
2029 | 8 |
Thereafter | 787 |
Below market ground lease [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2024 | 152 |
2025 | 203 |
2026 | 203 |
2027 | 203 |
2028 | 203 |
2029 | 203 |
Thereafter | 8,841 |
In-Place Leases [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2024 | 1 |
2025 | 2 |
2026 | 2 |
2027 | 2 |
2028 | 2 |
2029 | 2 |
Thereafter | $ 180 |
Investments in Unconsolidated_3
Investments in Unconsolidated Entities - Summary of Company's Investments in Unconsolidated Entities (Detail) | 3 Months Ended |
Mar. 31, 2024 ft² Property | |
Income Statement Equity Method Investments [Line Items] | |
Number of Properties | 9 |
Total GLA | ft² | 614,400 |
Brookfield Properties Retail I [Member] | |
Income Statement Equity Method Investments [Line Items] | |
Seritage % Ownership | 50% |
Number of Properties | 1 |
Total GLA | ft² | 87,500 |
Brookfield Properties Retail II [Member] | |
Income Statement Equity Method Investments [Line Items] | |
Seritage % Ownership | 50% |
Number of Properties | 1 |
Total GLA | ft² | 93,500 |
Simon Property Group Inc [Member] | |
Income Statement Equity Method Investments [Line Items] | |
Seritage % Ownership | 50% |
Number of Properties | 3 |
Total GLA | ft² | 275,700 |
Invesco Real Estate [Member] | |
Income Statement Equity Method Investments [Line Items] | |
Seritage % Ownership | 50% |
Number of Properties | 1 |
Total GLA | ft² | 51,500 |
Invesco Real Estate II [Member] | |
Income Statement Equity Method Investments [Line Items] | |
Seritage % Ownership | 50% |
Number of Properties | 1 |
Total GLA | ft² | 106,200 |
RD Management [Member] | |
Income Statement Equity Method Investments [Line Items] | |
Seritage % Ownership | 50% |
Number of Properties | 1 |
The Howard Hughes Corporation and Foulger-Pratt [Member] | |
Income Statement Equity Method Investments [Line Items] | |
Seritage % Ownership | 31.30% |
Number of Properties | 1 |
Investments in Unconsolidated_4
Investments in Unconsolidated Entities - Summary of Properties Contributed In Unconsolidated Entities (Detail) - Tech Ridge JV [Member] $ in Millions | 3 Months Ended | |
Mar. 31, 2024 USD ($) | [1] | |
Related Party Transaction [Line Items] | ||
Contribution Date | Sep. 27, 2019 | |
Contribution Value | $ 3 | |
Gain (Loss) | $ 0.1 | |
[1] The Tech Ridge JV is subject to a revaluation primarily based upon the number of residential units constructed by the Tech Ridge JV. The Contribution Value cannot be less than $ 2.75 million. |
Investments in Unconsolidated_5
Investments in Unconsolidated Entities - Summary of Properties Contributed In Unconsolidated Entities (Parenthetical) (Detail) | Sep. 27, 2019 USD ($) |
Minimum [Member] | |
Related Party Transaction [Line Items] | |
Final contribution value | $ 2,750,000 |
Investments in Unconsolidated_6
Investments in Unconsolidated Entities - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) Property Entity | Mar. 31, 2023 USD ($) | Dec. 31, 2023 Property | |
Schedule of Equity Method Investments [Line Items] | |||
Impairment investments in unconsolidated entities | $ 0 | $ 0 | |
Number of put rights option exercised on unconsolidated properties | Property | 0 | ||
Number of unconsolidated entity sold its interest | Property | 4 | ||
Number of Investments in unconsolidated entities | Entity | 7 | ||
Unconsolidated Properties [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Impairment | $ 0 | 70,800,000 | |
Mark 302 JV, UTC JV and Tech Ridge JV [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Income earned from management and related fees | $ 50,000 | $ 300,000 |
Investments in Unconsolidated_7
Investments in Unconsolidated Entities - Summary of Combined Condensed Financial Data of Unconsolidated Entities (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Investment in real estate | |||||
Land | $ 72,562 | $ 102,090 | |||
Accumulated depreciation | (31,514) | (36,025) | |||
Net investment in real estate | 473,406 | 546,342 | |||
Cash and cash equivalents | 114,875 | $ 120,476 | 134,001 | $ 133,480 | |
Investment in unconsolidated entities | 199,810 | 196,437 | |||
Total assets | 914,568 | 973,864 | |||
Liabilities | |||||
Total liabilities | 370,970 | 410,700 | |||
Members' Interest | |||||
Retained earnings (accumulated deficit) | (820,552) | (800,342) | |||
Total equity | 543,598 | 657,955 | 563,164 | $ 722,599 | |
Total liabilities and shareholders' equity | 914,568 | 973,864 | |||
Carrying value of Company's investments in equity investments | 101,159 | 99,419 | |||
Total revenue | 5,773 | 680 | |||
Net income (loss) | (18,985) | (61,986) | |||
Unconsolidated Entities Including UTC JV [Member] | |||||
Investment in real estate | |||||
Land | 27,993 | 27,992 | |||
Buildings and improvements | 158,264 | 149,625 | |||
Accumulated depreciation | (8,119) | (6,592) | |||
Investment in real estate, gross | 178,138 | 171,025 | |||
Construction in progress | 2,437 | 2,362 | |||
Net investment in real estate | 180,575 | 173,387 | |||
Cash and cash equivalents | 8,347 | 7,355 | |||
Tenant and other receivables, net | 11,206 | 11,289 | |||
Other assets, net | 2,550 | 11,927 | |||
Total assets | 202,678 | 203,958 | |||
Liabilities | |||||
Accounts payable, accrued expenses and other liabilities | 14,592 | 18,133 | |||
Total liabilities | 14,592 | 18,133 | |||
Members' Interest | |||||
Additional paid in capital | 185,918 | 180,628 | |||
Retained earnings (accumulated deficit) | 2,168 | 5,197 | |||
Total equity | 188,086 | 185,825 | |||
Total liabilities and shareholders' equity | 202,678 | 203,958 | |||
Total revenue | 4,571 | 1,943 | |||
Property operating expenses | (785) | (776) | |||
Depreciation and amortization | (1,475) | (973) | |||
Operating income (loss) | 2,311 | 194 | |||
Other expenses | (143) | (52) | |||
Net income (loss) | 2,168 | 142 | |||
Equity in income (loss) of unconsolidated entities | [1] | 1,122 | 71 | ||
Unconsolidated Entities [Member] | Unconsolidated Entities Excluding UTC JV [Member] | |||||
Investment in real estate | |||||
Land | 117,439 | 117,439 | |||
Buildings and improvements | 96,099 | 96,016 | |||
Accumulated depreciation | (43,828) | (43,070) | |||
Investment in real estate, gross | 169,710 | 170,385 | |||
Construction in progress | 112,275 | 104,866 | |||
Net investment in real estate | 281,985 | 275,251 | |||
Cash and cash equivalents | 7,558 | 2,795 | |||
Tenant and other receivables, net | 24 | 6 | |||
Other assets, net | 31,505 | 34,098 | |||
Total assets | 321,072 | 312,150 | |||
Liabilities | |||||
Accounts payable, accrued expenses and other liabilities | 69,890 | 65,522 | |||
Total liabilities | 69,890 | 65,522 | |||
Members' Interest | |||||
Additional paid in capital | 296,790 | 340,311 | |||
Retained earnings (accumulated deficit) | (45,608) | (93,683) | |||
Total equity | 251,182 | 246,628 | |||
Total liabilities and shareholders' equity | 321,072 | $ 312,150 | |||
Total revenue | 199 | 4,361 | |||
Property operating expenses | (923) | (2,217) | |||
Depreciation and amortization | (758) | (4,002) | |||
Operating income (loss) | (1,482) | (1,858) | |||
Other expenses | 18 | (224) | |||
Gains (losses) and (impairments) | (70,806) | ||||
Net income (loss) | (1,464) | (72,888) | |||
Equity in income (loss) of unconsolidated entities | [1] | $ (743) | $ (36,443) | ||
[1] Equity in loss of unconsolidated entities on the condensed consolidated statements of operations includes basis difference adjustments. |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Receipts excluding Variable Payments and Tenant Reimbursements of Expenses Under Non-cancelable Operating Leases (Detail) $ in Thousands | Mar. 31, 2024 USD ($) |
Leases [Abstract] | |
Remainder of 2024 | $ 15,385 |
2025 | 22,720 |
2026 | 21,543 |
2027 | 20,268 |
2028 | 17,690 |
2029 | 15,302 |
Thereafter | 84,764 |
Total | $ 197,672 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Sale Leaseback Financing Obligations |
Leases - Components of Lease Re
Leases - Components of Lease Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Lessor Disclosure [Abstract] | ||
Fixed rental income | $ 4,837 | $ 12,154 |
Variable rental income | 942 | (895) |
Total rental income | $ 5,779 | $ 11,259 |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Lease Income | Lease Income |
Leases - Additional Information
Leases - Additional Information (Details) | 1 Months Ended | 3 Months Ended | |||
May 10, 2024 USD ($) | May 10, 2024 | Mar. 31, 2024 USD ($) Property | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Schedule Of Operating Leases Future Minimum Payments Receivable [Line Items] | |||||
Number of properties subject to ground lease | Property | 1 | ||||
Number of properties subject to corporate office lease | Property | 1 | ||||
ROU assets | $ 14,200,000 | $ 14,400,000 | |||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Prepaid Expense and Other Assets | Prepaid Expense and Other Assets | |||
Expected cash payments on operating leases for the remainder of 2024 | $ 800,000 | ||||
Expected cash payments on operating leases in 2025 | 1,200,000 | ||||
Expected cash payments on operating leases in 2026 | 1,200,000 | ||||
Expected cash payments on operating leases in 2027 | 1,200,000 | ||||
Expected cash payments on operating leases in 2028 | 800,000 | ||||
Expected cash payments on operating leases in 2029 | 45,000 | ||||
Expected cash payments on operating leases, thereafter | 2,000,000 | ||||
Present value discount | $ (3,100,000) | ||||
Operating leases expiration year | 2073 | ||||
Reduction in initial lease term | 37 months | ||||
Subsequent Event [Member] | |||||
Schedule Of Operating Leases Future Minimum Payments Receivable [Line Items] | |||||
Payment to terminate lease | $ 1,600,000 | ||||
Initial lease end date | Aug. 30, 2028 | ||||
Revised lease end date | Jul. 31, 2025 | ||||
General and Administrative Expenses [Member] | |||||
Schedule Of Operating Leases Future Minimum Payments Receivable [Line Items] | |||||
Rent expense | $ 300,000 | $ 300,000 | |||
Property Operating Expense [Member] | |||||
Schedule Of Operating Leases Future Minimum Payments Receivable [Line Items] | |||||
Rent expense | $ 100,000 | $ 100,000 |
Leases - Information Related to
Leases - Information Related to Measurement of Lease Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Lessee Disclosure [Abstract] | |
Weighted average remaining lease term (in years) | 10 years 8 months 12 days |
Weighted average discount rate | 6.77% |
Cash paid for operating leases (in thousands) | $ 330 |
Debt - Additional Information (
Debt - Additional Information (Detail) - Term Loan Facility [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
May 01, 2024 | Jul. 31, 2023 | Feb. 02, 2023 | Nov. 24, 2021 | May 05, 2020 | Jul. 31, 2018 | Mar. 31, 2024 | Dec. 31, 2023 | May 10, 2024 | |
Debt Instrument [Line Items] | |||||||||
Principal payment on loan | $ 230,000,000 | $ 30,000,000 | $ 440,000,000 | ||||||
Principal amount outstanding | $ 800,000,000 | $ 330,000,000 | |||||||
Line of credit, extended maturity date | Jul. 31, 2025 | Jul. 31, 2025 | |||||||
Repayments of principal balance | $ 1,270,000,000 | ||||||||
Debt instrument extended maturity term | 2 years | ||||||||
Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal payment on loan | $ 50,000,000 | ||||||||
Principal amount outstanding | $ 280,000,000 | $ 280,000,000 | |||||||
Berkshire Hathaway [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Date of senior secured term loan agreement | Jul. 31, 2018 | ||||||||
Principal amount outstanding | $ 2,000,000,000 | ||||||||
Line of credit, maturity date | Jul. 31, 2023 | ||||||||
Line of credit, extended maturity date | Jul. 31, 2025 | ||||||||
Minimum rental income to achieve from tenants on annual basis to access incremental funding facility | $ 200,000,000 | ||||||||
Minimum rental income to achieve from tenants for succeeding four consecutive fiscal quarters to access incremental funding facility | 200,000,000 | ||||||||
Minimum net worth required for loan documentation on book basis | $ 1,200,000,000 | ||||||||
Default interest rate on overdue amounts excess of base interest rate | 2% | 2% | |||||||
Debt issuance costs | $ 2,100,000 | ||||||||
Deferred interest | $ 400,000,000 | ||||||||
Debt instrument extended maturity term | 2 years | ||||||||
Principal reduced by maturity date | $ 800,000,000 | ||||||||
Berkshire Hathaway [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed charge coverage ratio for each fiscal quarter after June 30, 2023 | 1.20% | ||||||||
Unencumbered fixed charge coverage ratio to each fiscal quarter after June 30, 2023 | 1.30% | ||||||||
Berkshire Hathaway [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Unencumbered fixed charge coverage ratio | 60% | ||||||||
Maximum leverage ratio | 65% | ||||||||
Berkshire Hathaway [Member] | Maximum [Member] | Unrestricted Cash [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Available cash | $ 30,000,000 | ||||||||
Berkshire Hathaway [Member] | Initial Funding [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount outstanding | 1,600,000,000 | ||||||||
Debt instrument, base annual interest rate | 7% | ||||||||
Berkshire Hathaway [Member] | Incremental Funding Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount outstanding | $ 400,000,000 | ||||||||
Debt instrument, base annual interest rate | 1% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Income Tax Contingency [Line Items] | ||||
Non cash deferred tax benefit due to revocation of REIT status | $ 161.3 | |||
Deferred income tax benefit | $ 4.8 | $ 5.5 | ||
Valuation allowance | $ 203.6 | |||
U.S. statutory rate | 21% | |||
Effective tax rate | 0% | |||
Deferred tax assets valuation allowance | $ 203.6 | |||
Minimum [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Distribution of taxable income to qualify as REIT, percent | 90% | 90% |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairment loss on real estate assets | $ 1,148,000 | $ 2,576,000 | |
Impairment of investments in unconsolidated entities | $ 0 | 0 | |
Minimum [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value inputs capitalization rate | 5.50% | ||
Maximum [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value inputs capitalization rate | 8% | ||
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt obligations, fair value | $ 322,700,000 | $ 349,500,000 | |
Loss on Impairment [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairment loss on real estate assets | $ 1,100,000 | $ 2,600,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets Measured at Fair Value on Nonrecurring Basis (Details) - Non-recurring Basis [Member] - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Impaired Real Estate Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 8,325 | $ 207,968 |
Impaired Real Estate Assets [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 8,325 | 6,000 |
Impaired Real Estate Assets [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 5,000 | |
Impaired Real Estate Assets [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 196,968 | |
Impaired Right-of-use Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 3,020 | |
Impaired Right-of-use Assets [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 3,020 | |
Other-than-temporary Impaired Investments in Unconsolidated Entities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 14,739 | |
Other-than-temporary Impaired Investments in Unconsolidated Entities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 14,739 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | ||
Gross proceeds from litigation settlement | $ 11.6 | $ 12.7 |
Interest and Other Income [Member] | ||
Loss Contingencies [Line Items] | ||
Gross proceeds from litigation settlement | $ 3.8 |
Related Party Disclosure - Addi
Related Party Disclosure - Additional Information (Detail) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) Property | Dec. 31, 2023 USD ($) | |
Schedule of Other Related Party Transactions [Line Items] | |||
Property development expenditures receivable | $ 9,907 | $ 12,246 | |
Number of put rights exercised on property to partners | Property | 1 | ||
Chief Financial Officer [Member] | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Payment of monthly fee and reimburesement expense | $ 800 | $ 700 | |
Operating Partnership [Member] | Sears Holdings Corporation [Member] | Class A Common Shares [Member] | ESL [Member] | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Ownership interest percentage held by related party | 24% |
Non-controlling Interests - Add
Non-controlling Interests - Additional Information (Detail) | Mar. 31, 2024 |
Operating Partnership [Member] | |
Noncontrolling Interest [Line Items] | |
Percentage of operating partnership interest held by parent | 100% |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2017 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 14, 2022 | Jul. 07, 2015 | |
Class B Non Economic Common Shares [Member] | |||||
Class of Stock [Line Items] | |||||
Common shares, issued | 0 | ||||
Common shares, outstanding | 0 | ||||
Class A Common Shares [Member] | |||||
Class of Stock [Line Items] | |||||
Common shares, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||
Common shares, issued | 56,262,944 | 56,194,727 | |||
Common shares, outstanding | 56,262,944 | 56,194,727 | |||
Series A Cumulative Redeemable Preferred Shares [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred shares, issued | 2,800,000 | ||||
Percentage of preferred dividend rate | 7% | ||||
Preferred shares public offering price per share | $ 25 | ||||
Net proceeds from public offering | $ 66.4 | ||||
Preferred shares redemption price per share plus any accrued and unpaid dividends | $ 25 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Preferred Stock Dividends and Distributions (Detail) - $ / shares | 3 Months Ended | |||||||
May 02, 2024 | Feb. 29, 2024 | Oct. 30, 2023 | Jul. 25, 2023 | Apr. 27, 2023 | Feb. 15, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Dividends Payable [Line Items] | ||||||||
Preferred Share | $ 0.4375 | $ 0.4375 | ||||||
Series A Preferred Shares [Member] | ||||||||
Dividends Payable [Line Items] | ||||||||
Declaration Date | Feb. 29, 2024 | Oct. 30, 2023 | Jul. 25, 2023 | Apr. 27, 2023 | Feb. 15, 2023 | |||
Record Date | Mar. 29, 2024 | Dec. 29, 2023 | Sep. 29, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |||
Payment Date | Apr. 15, 2024 | Jan. 16, 2023 | Oct. 13, 2023 | Jul. 14, 2023 | Apr. 17, 2023 | |||
Preferred Share | $ 0.4375 | $ 0.4375 | $ 0.4375 | $ 0.4375 | $ 0.4375 | |||
Series A Preferred Shares [Member] | Subsequent Event [Member] | ||||||||
Dividends Payable [Line Items] | ||||||||
Declaration Date | May 02, 2024 | |||||||
Record Date | Jun. 28, 2024 | |||||||
Payment Date | Jul. 15, 2024 | |||||||
Preferred Share | $ 0.4375 |
Earnings per Share - Reconcilia
Earnings per Share - Reconciliation of Net Income (Loss) and Number of Common Shares Used in Computations of Basic Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator - Basic and Diluted | ||
Net loss | $ (18,985) | $ (61,986) |
Preferred dividends | (1,225) | (1,225) |
Net loss attributable to Seritage common shareholders | $ (20,210) | $ (63,211) |
Denominator - Basic and Diluted | ||
Weighted average Class A common shares outstanding | 56,215 | 56,059 |
Weighted average Class A common shares outstanding - Diluted | 56,215 | 56,059 |
Loss per share attributable to Class A common shareholders - Basic | $ (0.36) | $ (1.13) |
Loss per share attributable to Class A common shareholders - Diluted | $ (0.36) | $ (1.13) |
Class A Common Shares [Member] | ||
Denominator - Basic and Diluted | ||
Weighted average Class A common shares outstanding | 56,215 | 56,059 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Time Based Restricted Shares and Share Units [Member] | ||
Earning Per Share [Line Items] | ||
Non-vested restricted shares outstanding | 98,398 | 361,645 |
Share Based Compensation - Addi
Share Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Jul. 07, 2015 | |
Time Based Restricted Shares and Share Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Restricted Share [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation costs | $ 1 | $ 3.7 | |
Unrecognized compensation costs, weighted average expected recognition period | 10 months 24 days | 1 year 7 months 6 days | |
Restricted Share [Member] | General and Administrative Expenses [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense recognized | $ 0.6 | $ 0.8 | |
Seritage Growth Properties 2015 Share Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares of common stock reserved for issuance | 3,250,000 |
Share Based Compensation - Summ
Share Based Compensation - Summary of Restricted Share (Detail) - Restricted Share [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested restricted shares at beginning of period | shares | 361,645 |
Restricted shares vested | shares | (131,272) |
Restricted shares forfeited | shares | (131,975) |
Unvested restricted shares at end of period | shares | 98,398 |
Weighted-Average Grant Date Fair Value, Unvested restricted shares at beginning of period | $ / shares | $ 14.31 |
Weighted-Average Grant Date Fair Value, Restricted shares vested | $ / shares | 13.48 |
Weighted-Average Grant Date Fair Value, Restricted shares forefeited | $ / shares | 17.18 |
Weighted-Average Grant Date Fair Value, Unvested restricted shares at end of period | $ / shares | $ 11.55 |