Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 01, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | SRG | |
Entity Registrant Name | SERITAGE GROWTH PROPERTIES | |
Entity Central Index Key | 1,628,063 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Class A Common Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 25,855,574 | |
Class B Common Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,589,020 | |
Class C Common Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,742,637 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Investment in real estate | ||
Land | $ 840,563 | $ 840,563 |
Buildings and improvements | 829,227 | 814,652 |
Accumulated depreciation | (61,124) | (29,076) |
Real Estate Investment Property, at Cost, Total | 1,608,666 | 1,626,139 |
Construction in progress | 34,605 | 13,136 |
Net investment in real estate | 1,643,271 | 1,639,275 |
Investments in unconsolidated joint ventures | 421,857 | 427,052 |
Cash and cash equivalents | 63,650 | 62,867 |
Restricted cash | 87,040 | 92,475 |
Tenant and other receivables, net | 17,148 | 9,772 |
Lease intangible assets, net | 533,537 | 578,795 |
Prepaid expenses, deferred expenses and other assets, net | 8,512 | 23,123 |
Total assets | 2,775,015 | 2,833,359 |
Liabilities | ||
Mortgage loans payable, net | 1,145,096 | 1,142,422 |
Accounts payable, accrued expenses and other liabilities | 114,492 | 120,860 |
Total liabilities | 1,259,588 | 1,263,282 |
Commitments and contingencies (Note 9) | ||
Shareholders' Equity | ||
Additional paid-in capital | 925,042 | 924,508 |
Accumulated deficit | (69,414) | (38,145) |
Total shareholders' equity | 855,960 | 886,695 |
Non-controlling interests | 659,467 | 683,382 |
Total equity | 1,515,427 | 1,570,077 |
Total liabilities and equity | 2,775,015 | 2,833,359 |
Class A Common Shares [Member] | ||
Shareholders' Equity | ||
Common shares | 258 | 248 |
Total equity | 258 | 248 |
Class B Common Shares [Member] | ||
Shareholders' Equity | ||
Common shares | 16 | 16 |
Total equity | 16 | 16 |
Class C Common Shares [Member] | ||
Shareholders' Equity | ||
Common shares | 58 | 68 |
Total equity | $ 58 | $ 68 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
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 | 25,827,692 | 24,817,842 |
Common shares, issued | 25,827,692 | 24,817,842 |
Class B Common Shares [Member] | ||
Common shares, par value | $ 0.01 | $ 0.01 |
Common shares, authorized | 5,000,000 | 5,000,000 |
Common shares, outstanding | 1,589,020 | 1,589,020 |
Common shares, issued | 1,589,020 | 1,589,020 |
Class C Common Shares [Member] | ||
Common shares, par value | $ 0.01 | $ 0.01 |
Common shares, authorized | 50,000,000 | 50,000,000 |
Common shares, outstanding | 5,763,335 | 6,773,185 |
Common shares, issued | 5,763,335 | 6,773,185 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
REVENUE | ||
Rental income | $ 45,927 | $ 91,153 |
Tenant reimbursements | 15,940 | 33,718 |
Total revenue | 61,867 | 124,871 |
EXPENSES | ||
Property operating | 5,553 | 12,671 |
Real estate taxes | 11,667 | 23,136 |
Depreciation and amortization | 37,324 | 76,833 |
General and administrative | 4,413 | 8,852 |
Allowance for doubtful accounts | 145 | 145 |
Acquisition-related expenses | 73 | |
Total expenses | 59,102 | 12,710 |
Operating income | 2,765 | 3,161 |
Equity in income of unconsolidated joint ventures | 912 | 2,998 |
Interest and other income | 59 | 119 |
Interest expense | (15,636) | (31,366) |
Unrealized loss on interest rate cap | (480) | (1,851) |
Loss before income taxes | (12,380) | (26,939) |
Provision for income taxes | (185) | (340) |
Net loss | (12,565) | (27,279) |
Net loss attributable to non-controlling interests | 5,448 | 11,827 |
Net loss attributable to common shareholders | $ (7,117) | $ (15,452) |
Net loss per share attributable to Class A and Class C common shareholders-Basic and diluted | $ (0.23) | $ (0.49) |
Weighted average Class A and Class C common shares outstanding-Basic and diluted | 31,391 | 31,391 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF EQUITY - 6 months ended Jun. 30, 2016 - USD ($) $ in Thousands | Total | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Non-Controlling Interest [Member] | Class A Common Shares [Member] | Class B Common Shares [Member] | Class C Common Shares [Member] |
Beginning balance at Dec. 31, 2015 | $ 1,570,077 | $ 924,508 | $ (38,145) | $ 683,382 | $ 248 | $ 16 | $ 68 |
Beginning balance, shares at Dec. 31, 2015 | 24,817,842 | 1,589,020 | 6,773,185 | ||||
Net loss | (27,279) | (15,452) | (11,827) | ||||
Dividends and distributions declared | (27,905) | (15,817) | (12,088) | ||||
Stock-based compensation | 534 | 534 | |||||
Stock issued in conversion of securities | $ 10 | ||||||
Stock sold in conversion of securities | $ (10) | ||||||
Stock issued in conversion securities, shares | 1,009,850 | ||||||
Stock sold in conversion of securities, shares | (1,010,000) | ||||||
Ending balance at Jun. 30, 2016 | $ 1,515,427 | $ 925,042 | $ (69,414) | $ 659,467 | $ 258 | $ 16 | $ 58 |
Ending balance, shares at Jun. 30, 2016 | 25,827,692 | 1,589,020 | 5,763,335 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF EQUITY (Parenthetical) - $ / shares | May 03, 2016 | Mar. 08, 2016 | Dec. 17, 2015 | Jun. 30, 2016 |
Dividends and distributions declared, per share | $ 0.50 | |||
Class A Common Shares [Member] | ||||
Dividends and distributions declared, per share | $ 0.25 | $ 0.25 | $ 0.50 | |
Share class exchanges, common shares | 1,009,850 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
CASH FLOW FROM OPERATING ACTIVITIES | |
Net loss | $ (27,279) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |
Equity in income of unconsolidated joint ventures | (2,998) |
Distributions from unconsolidated joint ventures | 8,193 |
Unrealized loss on interest rate cap | 1,851 |
Stock-based compensation | 534 |
Depreciation and amortization | 76,833 |
Amortization of deferred financing costs | 2,680 |
Amortization of above and below market leases, net | (330) |
Straight-line rent adjustment | (8,227) |
Change in operating assets and liabilities | |
Tenants and other receivables | 851 |
Prepaid expenses, deferred expenses and other assets | 12,758 |
Restricted cash | (5,289) |
Accounts payable, accrued expenses and other liabilities | 5,453 |
Net cash provided by operating activities | 65,030 |
CASH FLOW FROM INVESTING ACTIVITIES | |
Development of real estate | (33,223) |
Decrease in restricted cash | 10,724 |
Net cash used in investing activities | (22,499) |
CASH FLOW FROM FINANCING ACTIVITIES | |
Payment of financing costs | (6) |
Common dividends paid | (23,610) |
Non-controlling interests distributions paid | (18,132) |
Net cash used in financing activities | (41,748) |
Net increase in cash and cash equivalents | 783 |
Cash and cash equivalents, beginning of period | 62,867 |
Cash and cash equivalents, end of period | 63,650 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |
Cash payments for interest | 30,073 |
Capitalized interest | 1,283 |
Income taxes paid | 313 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |
Development of real estate financed with accounts payable | 5,676 |
Dividends and distribution declared and unpaid | $ 13,953 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1 – Organization Seritage Growth Properties (“Seritage”) was organized in Maryland on June 3, 2015 and was initially capitalized with 100 shares of Class A common shares. The Company conducts its operations through Seritage Growth Properties, L.P. (the “Operating Partnership”), a Delaware limited partnership that was formed on April 22, 2015. Unless the context otherwise requires, “Seritage” and the “Company” refer to Seritage, the Operating Partnership, and its subsidiaries. On June 11, 2015, Sears Holdings Corporation (“Sears Holdings”) effected a rights offering (the “Rights Offering”) to Sears Holdings stockholders to purchase common shares of Seritage in order to fund, in part, the $2.7 billion acquisition of 234 of Sears Holdings’ owned properties and one of its ground leased properties (the “Wholly Owned Properties”), and its 50% interests in three joint ventures (such joint ventures, the “JVs,” and such 50% joint venture interests the “JV Interests”) that collectively own 28 properties, ground lease one property and lease two properties (collectively, the “JV Properties”) (collectively, the “Transaction”). The Rights Offering ended on July 2, 2015, and the Company’s Class A common shares were listed on the New York Stock Exchange (“NYSE”) on July 6, 2015. On July 7, 2015, the Company completed the Transaction with Sears Holdings and commenced operations. The Company did not have any operations prior to the completion of the Rights Offering and the Transaction. Seritage is a fully-integrated, self-administered, self-managed real estate investment trust (“REIT”) primarily engaged in the real property business through the Company’s investment in the Operating Partnership. As of June 30, 2016, subsidiaries of the Operating Partnership lease a substantial majority of the space at all but 14 of the Wholly Owned Properties back to Sears Holdings under a master lease agreement (the “Master Lease”), with the remainder of such space leased to third-party tenants. A substantial majority of the space at the JV Properties is also leased (or subleased) by the JVs to Sears Holdings under master lease agreements (collectively, the “JV Master Leases”). The Master Lease and the JV Master Leases provide the Company and the JVs with the right to recapture certain space from Sears Holdings at each property for retenanting or redevelopment purposes. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
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, as amended, (the “Annual Report”), for the period from July 7, 2015 (Date Operations Commenced) to December 31, 2015. 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. Capitalized terms used, but not defined in this quarterly report, have the same meanings as set forth in our Annual Report. The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company, the Operating Partnership, each of their wholly-owned subsidiaries, and all other entities in which they have a controlling financial interest or entities that meet the definition of a variable interest entity (“VIE”) in which the Company has, as a result of ownership, contractual interests or other financial interests, both the 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. All intercompany accounts and transactions have been eliminated. If the Company has an interest in a VIE but it is not determined to be the primary beneficiary, the Company accounts for its interest under the equity method of accounting. Similarly, for those entities which are not VIEs and over which the Company has the ability to exercise significant influence, but does not have a controlling financial interest, the Company accounts for its interests under the equity method of accounting. The Company continually reconsiders its determination of whether an entity is a VIE and whether the Company qualifies as its primary beneficiary. To the extent such variable interests are in entities that cannot be evaluated under the VIE model, the Company evaluates its interests using the voting interest entity model. Seritage holds a 56.6% interest in the Operating Partnership and is the sole general partner which gives Seritage exclusive and complete responsibility for the day-to-day management, authority to make decisions, and control of the Operating Partnership. Through consideration of new consolidation guidance effective for the Company as of January 1, 2016, it has been concluded that the Operating Partnership is a VIE as the limited partners in the Operating Partnership, although entitled to vote on certain matters, do not possess kick-out rights or substantive participating rights. Accordingly, the Company consolidates its interest in the Operating Partnership. However, as the Company holds what is deemed a majority voting interest in the Operating Partnership, it qualifies for the exemption from providing certain of the disclosure requirements associated with investments in VIEs. The portions of consolidated entities not owned by the Company and the Operating Partnership are presented as non-controlling interests as of and during the periods presented. 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 fair values of acquired assets and liabilities assumed for purposes of applying the acquisition method of accounting, the useful lives of tangible and intangible assets, real estate impairment assessments, and assessing the recoverability of accounts receivables. 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 acquisition, ownership, development, redevelopment, management, and leasing of retail properties. The Company reviews operating and financial information for each property on an individual basis, and therefore, each property represents an individual operating segment. The Company does not distinguish or group consolidated operations based on geography, size, or type. The Company aggregates all properties into one reportable segment due to their similarities with regard to the nature and economics of the properties, tenants, and operations. Accounting for Real Estate Acquisitions Upon the acquisition of real estate, the Company assesses the fair value of acquired assets and liabilities assumed, including land, buildings, improvements and identified intangibles such as above-market and below-market leases, in-place leases and other items, as applicable, and allocates the purchase price based on these assessments. In making estimates of fair values, the Company may use a number of sources, including data provided by third parties, as well as information obtained by the Company as a result of its due diligence, including expected future cash flows of the property and various characteristics of the markets where the property is located. The fair values of tangible assets are determined on an “if vacant” basis. The “if vacant” fair value allocated to land is generally estimated via a market or sales comparison approach with the subject site being compared to similar properties that have sold or are currently listed for sale. The comparable properties are adjusted for dissimilar characteristics such as market conditions, location, access/frontage, size, shape/topography, or intended use, including the impact of any encumbrances on such use. The “if vacant” value allocated to buildings and site improvements is generally estimated using an income approach and a cost approach that utilizes published guidelines for current replacement cost or actual construction costs for similar, recently developed properties. Assumptions used in the income approach include capitalization and discount rates, lease-up time, market rents, make-ready costs, land value, and site improvement value. The estimated fair value of in-place tenant leases includes lease origination costs (the costs the Company would have incurred to lease the property to the current occupancy level) and the lost revenues during the period necessary to lease-up from vacant to the current occupancy level. Such estimates include the fair value of leasing commissions, legal costs and tenant coordination costs that would be incurred to lease the property to this occupancy level. Additionally, the Company evaluates the time period over which such occupancy level would be achieved and includes an estimate of the net operating costs (primarily real estate taxes, insurance and utilities) incurred during the lease-up period, which generally ranges up to one year. The fair value of acquired in-place tenant leases is included in lease intangible assets on the condensed consolidated balance sheets and amortized over the remaining lease term for each tenant. Identifiable intangible assets and liabilities are calculated for above-market and below-market tenant and ground leases where the Company is either the lessor or the lessee. The difference between the contractual rental rates and the Company’s estimate of market rental rates is measured over a period equal to the remaining non-cancelable term of the leases, including significantly below-market renewal options for which exercise of the renewal option appears to be reasonably assured. Above-market tenant leases and below-market ground leases are included in lease intangible assets on the condensed consolidated balance sheets; below-market tenant leases and above-market ground leases are included in accounts payable, accrued expenses and other liabilities on the condensed consolidated balance sheets. The values assigned to above-market and below-market tenant leases are amortized as reductions and increases, respectively, to base rental revenue over the remaining term of the respective leases. The values assigned to below-market and above-market ground leases are amortized as increases and reductions, respectively, to property operating expenses over the remaining term of the respective leases. The Company expenses transaction costs associated with business combinations in the period incurred. These costs are included in acquisition-related expenses within the condensed consolidated statements of operations. 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 as follows: Building: 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. On a periodic basis, management assesses whether there are indicators that the value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired. If an indicator is identified, a real estate asset is considered impaired only if management’s estimate of current and projected operating cash flows (undiscounted and unleveraged), taking into account the anticipated and probability weighted holding period, are less than a real estate asset’s carrying value. Various factors are considered in the estimation process, including expected future operating income, trends and prospects and the effects of demand, competition, and other economic factors. 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. No such impairment losses were recognized for the three or six months ended June 30, 2016. Investments in Unconsolidated Joint Ventures The Company accounts for its investments in unconsolidated joint ventures using the equity method of accounting as the Company exercises significant influence, but does not control these entities. 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, that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment’s value is impaired only 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. No such impairment losses were recognized for the three or six months ended June 30, 2016. Cash and Cash Equivalents The Company considers instruments with an original maturity of three months or less to be cash and cash equivalents. Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable amounts. The Company believes it mitigates this risk by investing in or through major financial institutions and primarily in funds that are insured by the United States federal government. Restricted Cash Restricted cash represents cash deposited in escrow accounts, which generally can only be used for the payment of real estate taxes, debt service, insurance, and future capital expenditures as required by certain loan and lease agreements, as well as legally restricted tenant security deposits. As of June 30, 2016, the Company had approximately $87.0 million of restricted cash, including $39.3 million related to future capital investments such as unfunded construction commitments, deferred maintenance and environmental reserves, $33.4 million related to basic property carrying costs such as real estate taxes, insurance and ground rent, and $14.3 million of prepaid rent. Tenant and Other Receivables Accounts receivable 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. 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. In the event that the collectability of a receivable with respect to any tenant is in doubt, a provision for uncollectible amounts will be established or a direct write-off of the specific rent receivable will be made. For accrued rental revenues related to the straight-line method of reporting rental revenue, the Company performs a periodic review of receivable balances to assess the risk of uncollectible amounts and establish appropriate provisions. Revenue Recognition Rental income is recognized on a straight-line basis over the non-cancelable terms of the related leases. For leases that have fixed and measurable rent escalations, the difference between such rental income earned and the cash rent due under the provisions of the lease is recorded as deferred rent receivable and included as a component of tenant and other receivables on the condensed consolidated balance sheets. 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 that the Company is not considered the owner of the improvements for accounting purposes, the allowance is considered to be a lease incentive and is recognized over the lease term as reduction of rental revenue on a straight-line basis. The Company commences recognizing revenue based on an evaluation of a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, this occurs on the lease commencement date. Tenant reimbursement income 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. Accounting for Recapture and Termination Activity Pursuant to the Master Lease Seritage 100% Recapture Rights. The Company generally treats the delivery of a 100% recapture notice as a modification of the Master Lease as of the date of notice. Such a notice and lease modification result in the following accounting adjustments for the recaptured property: • Accrued rental revenues related to the straight-line method of reporting rental revenue that is deemed uncollectable as result of the lease modification is amortized over the remaining shortened life of the lease from the date of notice to the date of termination. • Intangible lease assets and liabilities that are deemed to be impacted by the lease modification are amortized over the shorter of the shortened lease term or the remaining useful life of the asset or liability. A 100% recapture will generally occur in conjunction with obtaining a new tenant or a real estate development project. As such, termination fees, if any, associated with the 100% recapture notice are generally capitalized as either an initial direct cost of obtaining a new lease or a necessary cost of the real estate project and depreciated over the life of the new lease obtained or the real estate asset being constructed or improved. Seritage 50% Recapture Rights. The Company generally treats the delivery of a 50% recapture notice as a modification of the Master Lease as of the date of notice. Such a notice and lease modification result in the following accounting adjustments for the recaptured property: • The portion of accrued rental revenues related to the straight-line method of reporting rental revenue that is subject to the lease modification is amortized over the remaining shortened life of the lease from the date of notice to the date of termination. The portion of accrued rental revenues related to the straight-line method of reporting rental revenue that is attributable to the retained space is amortized over the remaining life of the Master Lease. • The portion of intangible lease assets and liabilities that are deemed to be impacted by the lease modification is amortized over the shorter of the shortened lease term or the remaining useful life of the asset or liability. The portion of intangible lease assets and liabilities that is attributable to the retained space is amortized over the remaining useful life of the asset or liability. Sears Holdings Termination Rights. The Master Lease provides Sears Holdings with certain rights to terminate the Master Lease with respect to properties that cease to be profitable for operation by Sears Holdings. Such a termination would generally result in the following accounting adjustments for the terminated property: • Accrued rental revenues related to the straight-line method of reporting rental revenue that is subject to the termination is amortized over the remaining shortened life of the lease from the date of notice to the date of termination. • Intangible lease assets and liabilities that are deemed to be impacted by the termination are amortized over the shorter of the shortened lease term or the remaining useful life of the asset or liability. Additionally, termination fees required to be paid by Sears Holdings to the Company are recognized as income over the remaining shortened life of the lease from the date of notice to the date of termination. Derivatives The Company’s use of derivative instruments is limited to the management of interest rate exposure and not for speculative purposes. In connection with the issuance of the Company’s mortgage loans, the Company purchased for $5.0 million an interest rate cap with a term of four years, a notional amount of $1.26 billion and a strike rate of 3.5%. The interest rate cap is measured at fair value and included as a component of prepaid expenses, deferred expenses and other assets on the condensed consolidated balance sheets. The Company has elected not to utilize hedge accounting, and therefore, the change in fair value is included within change in fair value of interest rate cap on the consolidated statement of operations. For the three and six months ended June 30, 2016, the Company recorded losses of $0.5 million and $1.9 million, respectively, related to the change in fair value of the interest rate cap. Stock-Based Compensation The Company generally recognizes equity awards to employees as compensation expense and includes such expense within general and administrative expenses on the condensed consolidated statement of operations. Compensation expense for equity awards is generally based on the fair value of the common shares at the date of the grant and is recognized (i) ratably over the vesting period for awards with time-based vesting and (ii) for awards with performance-based vesting, at the date the achievement of performance criteria is deemed probable, an amount equal to that 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. 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. As of June 30, 2016, substantially all of the Company’s real estate properties were leased to Sears Holdings, and the majority of Company’s rental revenues were derived from the Master Lease (see Note 5). Sears Holdings is a publicly traded company that is subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and is required to file periodic reports on Form 10-K and Form 10-Q with the SEC. Refer to www.sec.gov for Sears Holdings publicly-available financial information. Other than the Company’s tenant concentration, management believes the Company’s portfolio was reasonably diversified by geographical location and did not contain any other significant concentrations of credit risk. As of June 30, 2016, the Company’s portfolio of 235 Wholly Owned Properties was diversified by location across 49 states and Puerto Rico. Earnings 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 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. Class B non-economic common shares are excluded from earnings per share computations as they do not have economic rights. 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 per share. Recently Issued Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” which amends accounting for income taxes related to share-based compensation, the related classification in the statement of cash flows, and share award forfeiture accounting. The new guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company is evaluating the impact of adopting this new accounting standard on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-07, “Investments—Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting,” which eliminates the requirement to retroactively adjust an investment that subsequently qualifies for equity method accounting (as a result of an increase in level of ownership interest or degree of influence) as if the equity method of accounting had been applied during all prior periods that the investment was held. The new standard requires that the investor add the cost of acquiring additional ownership interest in the investee to its current basis and prospectively adopt the equity method of accounting. Any unrealized gains or losses in an available-for-sale investment that subsequently qualifies as an equity method investment should be recognized in earnings at the date the investment qualifies as an equity method investment. The new guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods and requires prospective adoption. Early adoption is permitted. The Company has evaluated the impact of this standard, and has concluded that it has no material impact on its consolidated financial statements. In February 2016, the FASB issued Accounting Standards Codification (“ASC”) 842 (“ASC 842”), “Leases” which replaces the existing guidance in ASC 840, Leases. ASC 842 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. ASC 842 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (ROU) asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the ROU asset and for operating leases, the lessee would recognize a straight-line total lease expense. The Company is currently assessing the impact that adoption of this guidance will have on its consolidated financial statements. In February 2015, the FASB issued ASU 2015-02, “Amendments to the Consolidation Analysis,” which makes certain changes to both the variable interest model and the voting model, including changes to (1) the identification of variable interests (fees paid to a decision maker or service provider), (2) the variable interest entity characteristics for a limited partnership or similar entity and (3) the primary beneficiary determination. The Company adopted ASU 2015-02 on January 1, 2016. The adoption of this standard did not have a material impact on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. In July 2015, the FASB voted to defer the effective date of ASU 2014-09 by one year. Accordingly, ASU 2014-09 is effective for annual periods beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. The standard can be applied either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment recognized as of the date of initial application. The FASB has also issued the following standards which clarify ASU 2014-09 and have the same effective date as the original standard: ASU 2016-12, “Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients,” and ASU 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing,” and ASU 2016-08, “Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net).” The Company is evaluating the impact of adopting these new accounting standards on its consolidated financial statements. |
Lease Intangible Assets and Lia
Lease Intangible Assets and Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Real Estate [Abstract] | |
Lease Intangible Assets and Liabilities | Note 3 – Lease Intangible Assets and Liabilities As of June 30, 2016, lease intangible assets (acquired in-place leases, above-market leases, and below-market ground leases) and liabilities (acquired below-market leases), net of accumulated amortization, were $533.5 million and $17.9 million, respectively. The following table summarizes the Company’s lease intangible assets and liabilities as of June 30, 2016 (in thousands): Gross Accumulated Lease Intangible Assets Assets Amortization Balance In-place leases, net $ 595,443 $ (81,290 ) $ 514,153 Below-market ground leases, net 11,766 (203 ) 11,563 Above-market leases, net 9,058 (1,237 ) 7,821 Total $ 616,267 $ (82,730 ) $ 533,537 Gross Accumulated Lease Intangible Liabilities Liabilities Amortization Balance Below-market leases, net $ 20,045 $ (2,156 ) $ 17,889 Total $ 20,045 $ (2,156 ) $ 17,889 As of December 31, 2015, lease intangible assets (acquired in-place leases, above-market leases, and below-market ground leases) and liabilities (acquired below-market leases), net of accumulated amortization, were $578.8 million and $19.0 million, respectively. The following table summarizes the Company’s lease intangible assets and liabilities as of December 31, 2015 (in thousands): Gross Accumulated Lease Intangible Assets Asset Amortization Balance In-place leases, net $ 595,443 $ (36,800 ) $ 558,643 Below-market ground leases, net 11,766 (102 ) 11,664 Above-market leases, net 9,058 (570 ) 8,488 Total $ 616,267 $ (37,472 ) $ 578,795 Gross Accumulated Lease Intangible Liabilities Liability Amortization Balance Below-market leases, net $ 20,045 $ (1,059 ) $ 18,986 Total $ 20,045 $ (1,059 ) $ 18,986 Amortization of acquired below-market leases, net of acquired above-market leases, resulted in additional rental income of $0.2 million and $0.4 million for the three and six months ended June 30, 2016, respectively. Future amortization of these intangibles is estimated to increase rental income as set forth below (in thousands): Remainder of 2016 $ (496 ) 2017 (991 ) 2018 (991 ) 2019 (964 ) 2020 (830 ) 2021 (817 ) Amortization of acquired below-market ground leases resulted in additional property expense of $50 thousand and $100 thousand for the three and six months ended June 30, 2016, respectively. Future amortization of below-market ground leases is estimated to increase property expenses as set forth below (in thousands): Remainder of 2016 $ 101 2017 203 2018 203 2019 203 2020 203 2021 203 Amortization of acquired in-place leases resulted in additional depreciation and amortization expense of $21.4 million and $44.5 million for the three and six months ended June 30, 2016, respectively. Future estimated amortization of acquired in-place leases is set forth below (in thousands): Remainder of 2016 $ 38,091 2017 72,072 2018 71,503 2019 68,672 2020 66,081 2021 58,451 |
Investments in Unconsolidated J
Investments in Unconsolidated Joint Ventures | 6 Months Ended |
Jun. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Joint Ventures | Note 4 – Investments in Unconsolidated Joint Ventures The Company conducts a portion of its property rental activities through investments in unconsolidated joint ventures for which the Company holds less than a controlling interest. The Company’s partners in these unconsolidated joint ventures are unrelated real estate entities or commercial enterprises. The Company and its unconsolidated joint venture partners make initial and/or ongoing capital contributions to these unconsolidated joint ventures. The obligations to make capital contributions are governed by each unconsolidated joint venture’s respective operating agreement and related governing documents. The Company currently has investments in three unconsolidated entities: GS Portfolio Holdings LLC (the “GGP JV”), a joint venture between Seritage and a subsidiary of General Growth Properties, Inc. (together with its subsidiaries, “GGP”), SPS Portfolio Holdings LLC (the “Simon JV”), a joint venture between Seritage and a subsidiary of Simon Property Group, Inc. (together with its subsidiaries, “Simon”), and MS Portfolio LLC (the “Macerich JV”), a joint venture between Seritage and a subsidiary of The Macerich Company (together with its subsidiaries, “Macerich”). A substantial majority of the space at the JV Properties is leased to Sears Holdings under the JV Master Leases which include recapture rights and termination rights with similar terms as those described under the Master Lease. As of June 30, 2016, the GGP JV had submitted recapture notices related to Pembroke Lakes Mall in Pembroke Pines, FL, Valley Plaza Mall in Bakersfield, CA, Staten Island Mall in Staten Island, NY and Coronado Mall in Albuquerque, NM. No recaptures notices have been submitted related to properties in the Macerich JV or the Simon JV. The Company’s investments in unconsolidated joint ventures at June 30, 2016, consisted of (in thousands, except for number of properties): # of Total Initial Seritage % Joint Venture Properties GLA Investment Ownership GGP JV 12 2,162 $ 165,000 50 % Macerich JV 9 1,714 150,000 50 % Simon JV 10 1,574 114,012 50 % Total 31 5,450 $ 429,012 Each unconsolidated joint venture is obligated to maintain financial statements in accordance with GAAP. The Company shares in the profits and losses of these unconsolidated joint ventures 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 joint venture that differ from the Company’s equity interest in the unconsolidated joint venture. This may arise from impairments that the Company recognizes related to its investment that differ from the impairments the unconsolidated joint venture recognizes with respect to its assets; differences between the Company’s basis in assets it has transferred to the unconsolidated joint venture and the unconsolidated joint venture’s basis in those assets; the Company’s deferral of the unconsolidated joint venture’s profits from land sales to the Company; or other items. There were no joint venture impairment charges during the three or six months ended June 30, 2016. The following table presents combined condensed financial data for all of the Company’s unconsolidated joint ventures as of June 30, 2016 and December 31, 2015 (in thousands): June 30, 2016 December 31, 2015 ASSETS Investment in real estate Land $ 214,109 $ 214,726 Buildings and improvements 601,324 603,265 Accumulated depreciation (40,270 ) (24,111 ) 775,163 793,880 Construction in progress 4,007 1,481 Net investment in real estate 779,170 795,361 Cash and cash equivalents 20,894 19,903 Tenant and other receivables, net 3,771 4,990 Other assets, net 20,621 30,506 Total assets $ 824,456 $ 850,760 LIABILITIES AND EQUITY Liabilities Accounts payable, accrued expenses and other liabilities $ 11,142 $ 13,973 Total liabilities 11,142 13,973 Equity Partnership equity 807,315 823,923 Retained earnings 5,999 12,864 Total equity 813,314 836,787 Total liabilities and equity $ 824,456 $ 850,760 Three Months Ended Six Months Ended June 30, 2016 June 30, 2016 EQUITY IN INCOME OF UNCONSOLIDATED JOINT VENTURES Total revenue $ 16,309 $ 33,847 Property operating expenses (3,196 ) (6,600 ) Depreciation and amortization (11,183 ) (20,922 ) Operating income 1,930 6,325 Other expenses (106 ) (329 ) Net income $ 1,824 $ 5,996 Equity in income of unconsolidated joint ventures $ 912 $ 2,998 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2016 | |
Leases [Abstract] | |
Leases | Note 5 – Leases Master Lease On July 7, 2015, subsidiaries of Seritage and subsidiaries of Sears Holdings entered into the Master Lease. The Master Lease generally is a triple net lease with respect to all space which is leased thereunder to Sears Holdings, subject to proportional sharing by Sears Holdings for repair and maintenance charges, real property taxes, insurance and other costs and expenses which are common to both the space leased by Sears Holdings and other space occupied by unrelated third-party tenants in the same or other buildings pursuant to third-party leases, space which is recaptured pursuant to the Company recapture rights described below and all other space which is constructed on the properties. Under the Master Lease, Sears Holdings and/or one or more of its subsidiaries will be required to make all expenditures reasonably necessary to maintain the premises in good appearance, repair and condition for as long as they are in occupancy. The Master Lease has an initial term of 10 years and contains three options for five-year renewals of the term and a final option for a four-year renewal. As of June 30, 2016, the annual base rent paid directly by Sears Holdings and its subsidiaries under the Master Lease was approximately $132.0 million. In each of the initial and first two renewal terms, annual base rent will be increased by 2.0% per annum for each lease year over the rent for the immediately preceding lease year. For subsequent renewal terms, rent will be set at the commencement of the renewal term at a fair market rent based on a customary third-party appraisal process, taking into account all the terms of the Master Lease and other relevant factors, but in no event will the renewal rent be less than the rent payable in the immediately preceding lease year. The Master Lease provides the Company with the right to recapture up to approximately 50% of the space occupied by Sears Holdings at the 224 Wholly Owned Properties initially included in the Master Lease (subject to certain exceptions). While the Company will be permitted to exercise its recapture rights all at once or in stages as to any particular property, it will not be permitted to recapture all or substantially all of the space subject to the recapture right at more than 50 Wholly Owned Properties during any lease year. In addition, Seritage has the right to recapture any automotive care centers which are free-standing or attached as “appendages” to the properties, all outparcels or outlots and certain portions of the parking areas and common areas. Upon exercise of these recapture rights, the Company will generally incur certain costs and expenses for the separation of the recaptured space from the remaining Sears Holdings space and can reconfigure and rent the recaptured space to third-party tenants. The Company also has the right to recapture 100% of the space occupied by Sears Holdings at each of 21 identified Wholly Owned Properties by making a specified lease termination payment to Sears Holdings, after which the Company can reposition and re-lease those stores. The lease termination payment is calculated as the greater of an amount specified at the time the Company entered into the Master Lease with Sears Holdings and an amount equal to 10 times the adjusted EBITDA attributable to such space within the Sears Holdings main store which is not attributable to the space subject to the separate 50% recapture right discussed above for the 12-month period ending at the end of the fiscal quarter ending immediately prior to recapturing such space. As of June 30, 2016, the Company had exercised its recapture rights with respect to nine properties, including (i) three 100% recaptures in Braintree, MA, Honolulu, HI and Memphis, TN; (ii) the partial recapture of a full-line store in Wayne, NJ; (iii) the partial recapture of a full-line store and auto center in Fairfax, VA; and (iv) four auto centers in Albany, NY, Bowie, MD, Hagerstown, MD and San Antonio, TX. Subsequent to June 30, 2016, the Company submitted six additional recapture notices for (i) 100% of a full-line store in Orlando, FL; (ii) portions of the space occupied by Sears Holdings at full-line stores in Anderson, SC, North Hollywood, CA and Madison, WI; (iii) a portion of the space occupied by Sears Holdings at a full-line store and auto center in West Jordan, UT; and (iv) an outparcel for retail development in Ft. Wayne, IN. The Master Lease also provides for certain rights to Sears Holdings to terminate the Master Lease with respect to Wholly Owned Properties that cease to be profitable for operation by Sears Holdings. In order to terminate the Master Lease with respect to a certain property, Sears Holdings must make a payment to the Company of an amount equal to one year of rent (together with taxes and other expenses) with respect to such property. Such termination right, however, will be limited so that it will not have the effect of reducing the fixed rent under the Master Lease by more than 20% per annum. Further, Sears Holdings must provide notice of not less than 90 days of their intent to exercise such termination right and such notice cannot be given prior to August 1, 2016. Revenues from the Master Lease for the three and six months ended June 30, 2016 are as follows (in thousands and excluding the effect of straight-line rent): Three Months Ended Six Months Ended June 30, 2016 June 30, 2016 Rental income $ 33,082 $ 66,467 Tenant reimbursements 14,516 31,268 Total revenue $ 47,598 $ 97,735 |
Mortgage Loans Payable
Mortgage Loans Payable | 6 Months Ended |
Jun. 30, 2016 | |
Mortgage Loans on Real Estate [Abstract] | |
Mortgage Loans Payable | Note 6 – Mortgage Loans Payable On July 7, 2015, pursuant to the Transaction, the Company entered into a mortgage and mezzanine loan agreement (collectively, the “Loan Agreements”), providing for term loans in an initial principal amount of approximately $1.16 billion (collectively, the “Mortgage Loans”) and a $100 million future funding facility (the “Future Funding Facility”), which the Company expects to be available to finance the redevelopment of properties in its portfolio from time to time, subject to satisfaction of certain conditions. No amounts were drawn under the Future Funding Facility as of June 30, 2016. All outstanding principal and interest under the Mortgage Loans is due and payable on the payment dates and will mature on the payment date in July 2019, pursuant to the Loan Agreements. The Company has two one-year extension options subject to the payment of an extension fee and satisfaction of certain other conditions. Borrowings under the Mortgage Loans bear interest at the London Interbank Offered Rates (“LIBOR”) plus, as of June 30, 2016, a weighted-average spread of 465 basis points; payments are made monthly on an interest-only basis. The weighted-average interest rates for the Mortgage Loans for the three and six months ended June 30, 2016 were 5.19% and 5.18%, respectively. The Mortgage Loans are secured by all of the Company’s Wholly Owned Properties and a pledge of its equity in the JVs. The Loan Agreements contain customary covenants for a real estate financing, including terms that limit the Company’s ability to grant liens on its assets, incur additional indebtedness, or transfer or sell assets, as well as those that may require the Company to obtain lender approval for certain major tenant leases or significant redevelopment projects. Such restrictions also include cash flow sweep provisions based on certain measures of the Company’s financial and operating performance, including in the case that “Debt Yield” (the ratio of net operating income for the borrowers to their debt) is less than 11.0% or if the Company fails to achieve certain thresholds for tenant diversification. If the performance of Sears Holdings at the stores subject to the Master Lease fails to meet specified thresholds and if the Company fails to satisfy additional tenant diversification tests and declines to provide a specified amount of cash collateral, then the cash flow sweep provisions of the Loan Agreements may also be triggered. The Loan Agreements prohibit repayment of any amounts outstanding for the first 12 months (other than repayments in connection with property releases and certain other exceptions) and contains a yield maintenance provision for the early extinguishment of the debt within the first 30 months. The Company believes it is currently in compliance with all material terms and conditions of the Loan Agreements. All obligations under the Loan Agreements are non-recourse to the borrowers and the pledgors of the JV Interests and the guarantors thereunder, except that (i) the borrowers and the guarantors will be liable, on a joint and several basis, for losses incurred by the lenders in respect of certain matters customary for commercial real estate loans, including misappropriation of funds and certain environmental liabilities and (ii) the indebtedness under the Loan Agreements will be fully recourse to the borrowers and guarantors upon the occurrence of certain events customary for commercial real estate loans, including without limitation prohibited transfers, prohibited voluntary liens, and bankruptcy. Additionally the guarantors delivered a limited completion guaranty with respect to future redevelopments undertaken by the borrowers at the properties. The Company incurred $21.4 million of debt issuance costs related to the Mortgage Loans which are recorded as a direct deduction from the carrying amount of the Mortgage Loans and amortized over the term of the Loan Agreements. As of June 30, 2016, the unamortized balance of the Company’s debt issuance costs was $16.1 million. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 – Income Taxes The Company will elect to be taxed as a REIT as defined under Section 856(c) of the Internal Revenue Code (the “Code”) for federal income tax purposes, upon filing its initial tax return for the taxable year ended December 31, 2015 and expects to continue to qualify as a REIT. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement to currently distribute at least 90% of its adjusted REIT taxable income to its shareholders. As a REIT, the Company generally will not be subject to federal income tax on taxable income that is distributed to its shareholders. If the Company fails to qualify as a REIT or does not distribute 100% of its taxable income in any taxable year, it will be subject to federal taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company is subject to certain state, local and Puerto Rico taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 – Fair Value Measurements ASC 820, Fair Value Measurement 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. Financial Assets and Liabilities Measured at Fair Value on a Recurring or Non-Recurring Basis All derivative instruments are carried at fair value and are valued using Level 2 input. The Company’s derivative instruments as of June 30, 2016 consisted of an interest rate cap. The Company utilizes an independent third party and interest rate market pricing models to assist management in determining the fair value of this instrument. The fair value of the Company’s interest rate cap at June 30, 2016 was approximately $0.3 million and is included as a component of prepaid expenses, deferred expenses and other assets on the condensed consolidated balance sheets. The Company has elected not to utilize hedge accounting, and therefore, the change in fair value is included within change in fair value of interest rate cap on the condensed consolidated statements of operations. For the three and six months ended June 30, 2016, the Company recorded losses of $0.5 million and $1.9 million, respectively, related to the change in fair value of the interest rate cap. 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 and mortgages payable. The fair value of cash equivalents is classified as Level 1 and the fair value of mortgages payable is classified as Level 2. Cash equivalents are carried at cost, which approximates fair value. The fair value of mortgages payable 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 June 30, 2016, the estimated fair value of the Company’s debt was $1.2 billion, which approximated the carrying value at such date as the current risk-adjusted rate approximates the stated rates on the Company’s mortgages. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
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 Terrorism Risk Insurance Program Reauthorization Act, which expires in December 2020. Insurance premiums are charged directly to each of the retail 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. The Company does not believe that any resulting liability from such matters will have a material effect on the consolidated financial position, results of operations, or liquidity of the Company. Under the Master Lease, Sears Holdings has indemnified the Company from certain environmental liabilities at the Wholly Owned Properties existing before, or caused by Sears Holdings during, the period in which each Wholly Owned Property is leased to Sears Holdings, including removal and remediation of all affected facilities and equipment constituting the automotive care center facilities (and each JV Master Lease includes a similar requirement of Sears Holdings). As of June 30, 2016, the Company had approximately $12.0 million of restricted cash in a lender reserve account to fund potential environmental costs that were identified during due diligence related to the Transaction. 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 disclose 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. In such cases, the Company discloses the nature of the contingency, and an estimate of the possible loss, range of loss, or disclose the fact that an estimate cannot be made. The Company is subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. 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. In May and June of 2015, four purported Sears Holdings shareholders filed lawsuits in the Delaware Court of Chancery challenging the Transaction, which lawsuits have since been consolidated into a single action captioned In re Sears Holdings Corporation Stockholder and Derivative Litigation |
Related Party Disclosure
Related Party Disclosure | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Disclosure | Note 10 – Related Party Disclosure Edward S. Lampert Edward S. Lampert is Chairman and Chief Executive Officer of Sears Holdings and is the Chairman and Chief Executive Officer of ESL. As of March 21, 2016, the filing date of Sears Holdings’ most recent proxy statement, ESL beneficially owned approximately 54.6% of Sears Holdings’ outstanding common stock, including shares issuable upon the exercise of warrants held by ESL. Mr. Lampert is also the Chairman of Seritage. For purposes of funding the purchase price for the acquisition of the Wholly Owned Properties and the JV Interests from Sears Holdings, the Company effected the Rights Offering to existing Sears Holdings shareholders, including ESL. As of June 30, 2016, ESL held an approximately 43.4% interest in Operating Partnership and approximately 3.8% and 100% of the outstanding Class A common shares and Class B non-economic common shares, respectively. Transition Services Agreement On July 7, 2015, the Operating Partnership and Sears Holdings Management Corporation (“SHMC”), a wholly owned subsidiary of Sears Holdings, entered into a transition services agreement (the “Transition Services Agreement” or “TSA”). Pursuant to the TSA, SHMC will provide certain limited services to the Operating Partnership during the period from the closing of the Transaction through the 18-month anniversary of the closing, unless the Operating Partnership terminates the agreement. During the six months ended June 30, 2016, the services provided by SHMC were limited to specific accounting and tax services, substantially all of which were in support of the Company’s 2015 yearend activities. Fees incurred for these services were approximately $0.1 million and are included in general and administrative expenses on the condensed consolidated statements of operations. SHMC does not provide the Company with any business managerial, leasing, development or construction services or direct any of the Company’s business, financial, or strategic policies or decisions. |
Non-Controlling Interests
Non-Controlling Interests | 6 Months Ended |
Jun. 30, 2016 | |
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 (the “Partnership Agreement”). Pursuant to the 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. As of June 30, 2016, the Company held a 56.6% interest in the Operating Partnership and ESL held a 43.4% interest. The portions of consolidated entities not owned by the Company are presented as non-controlling interest as of and during the periods presented. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Shareholders' Equity | Note 12 – Shareholders’ Equity Dividends and Distributions On August 2, 2016, the Company declared a cash dividend of $0.25 per Class A and Class C common share for the three months ending September 30, 2016. The holders of Operating Partnership units are entitled to an equal distribution per Operating Partnership unit held on September 30, 2016. These amounts will be paid on October 13, 2016. On May 3, 2016, the Company declared a cash dividend of $0.25 per Class A and Class C common share for the three months ended June 30, 2016. The holders of Operating Partnership units were entitled to an equal distribution per Operating Partnership unit held as of June 30, 2016. The dividends and distributions payable are recorded as liabilities in the Company’s consolidated balance sheet at June 30, 2016. The dividend has been reflected as a reduction of shareholders’ equity, and the distribution has been reflected as a reduction of the limited partners’ non-controlling interest. These amounts were paid on July 14, 2016. On March 8, 2016, the Company declared a cash dividend of $0.25 per Class A and Class C common share for the three months ended March 31, 2016. The holders of Operating Partnership units were entitled to an equal distribution per Operating Partnership unit held on March 31, 2016. These amounts were paid on April 14, 2016. On December 17, 2015, the Company declared a cash dividend of $0.50 per Class A and Class C common share for the period from July 7, 2015 (Date Operations Commenced) through December 31, 2015. The holders of Operating Partnership units were entitled to an equal distribution per Operating Partnership unit held as of December 31, 2015. These amounts were paid on January 14, 2016. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2016 | |
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. Earnings per share has not been presented for Class B shareholders, as they do not have economic rights. Three Months Ended Six Months Ended (in thousands, except per share amounts) June 30, 2016 June 30, 2016 Numerator—Basic and Diluted Net loss $ (12,565 ) $ (27,279 ) Net loss attributable to non-controlling interests 5,448 11,827 Net loss attributable to common shareholders $ (7,117 ) $ (15,452 ) Denominator—Basic and Diluted Weighted average Class A common shares outstanding 25,667 25,307 Weighted average Class C common shares outstanding 5,724 6,084 Weighted average Class A and Class C common shares outstanding 31,391 31,391 Net loss per share attributable to Class A and Class C common shareholders $ (0.23 ) $ (0.49 ) No adjustments were made to the numerator for the three and six months ended June 30, 2016 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 and six months ended June 30, 2016 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 June 30, 2016, there were 244,808 non-vested restricted shares and share units outstanding. |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Based Compensation | Note 14 – Stock 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 The vesting terms of these grants are specific to the individual grant and vary in that a portion of the restricted share units vest in equal annual amounts over the next three years (time-based vesting) and a portion of the restricted share units vest on the third anniversary of the grants subject to the achievement of certain performance criteria (performance-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 anniversary of the initial grant subject to the vesting of the underlying shares. The following table summarizes restricted share activity for the six months ended June 30, 2016: Weighted- Average Grant Shares Date Fair Value Unvested restricted shares and share units at beginning of period 221,484 $ 37.18 Restricted shares and share units granted 23,324 46.48 Restricted shares and share units vested — — Restricted shares and share units forfeited — — Unvested restricted shares and share units at end of period 244,808 $ 38.07 The Company recognized $0.3 million and $0.5 million in compensation expense related to the restricted shares for the three and six months ended June 30, 2016, which is included in general and administrative expenses on the Company’s condensed consolidated statements of operations. As of June 30, 2016, there were approximately $8.8 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 2.8 years. |
Accounts Payable, Accrued Expen
Accounts Payable, Accrued Expenses and Other Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable, Accrued Expenses and Other Liabilities | Note 15 – Accounts Payable, Accrued Expenses and Other Liabilities The following table summarizes the significant components of accounts payable, accrued expenses and other liabilities as of June 30, 2016 and December 31, 2015 (in thousands): June 30, 2016 December 31, 2015 Accrued real estate taxes $ 27,280 $ 25,333 Below-market leases 17,889 18,986 Accounts payable and accrued expenses 17,459 13,793 Prepaid rent 14,050 1,331 Dividends payable 14,059 27,894 Environmental reserve 11,824 11,824 Deferred maintenance 9,287 10,281 Accrued interest 2,644 2,748 Sears Holdings payable — 8,670 Total accounts payable, accrued expenses and other liabilities $ 114,492 $ 120,860 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
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, as amended, (the “Annual Report”), for the period from July 7, 2015 (Date Operations Commenced) to December 31, 2015. 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. Capitalized terms used, but not defined in this quarterly report, have the same meanings as set forth in our Annual Report. The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company, the Operating Partnership, each of their wholly-owned subsidiaries, and all other entities in which they have a controlling financial interest or entities that meet the definition of a variable interest entity (“VIE”) in which the Company has, as a result of ownership, contractual interests or other financial interests, both the 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. All intercompany accounts and transactions have been eliminated. If the Company has an interest in a VIE but it is not determined to be the primary beneficiary, the Company accounts for its interest under the equity method of accounting. Similarly, for those entities which are not VIEs and over which the Company has the ability to exercise significant influence, but does not have a controlling financial interest, the Company accounts for its interests under the equity method of accounting. The Company continually reconsiders its determination of whether an entity is a VIE and whether the Company qualifies as its primary beneficiary. To the extent such variable interests are in entities that cannot be evaluated under the VIE model, the Company evaluates its interests using the voting interest entity model. Seritage holds a 56.6% interest in the Operating Partnership and is the sole general partner which gives Seritage exclusive and complete responsibility for the day-to-day management, authority to make decisions, and control of the Operating Partnership. Through consideration of new consolidation guidance effective for the Company as of January 1, 2016, it has been concluded that the Operating Partnership is a VIE as the limited partners in the Operating Partnership, although entitled to vote on certain matters, do not possess kick-out rights or substantive participating rights. Accordingly, the Company consolidates its interest in the Operating Partnership. However, as the Company holds what is deemed a majority voting interest in the Operating Partnership, it qualifies for the exemption from providing certain of the disclosure requirements associated with investments in VIEs. The portions of consolidated entities not owned by the Company and the Operating Partnership are presented as non-controlling interests as of and during the periods presented. |
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 fair values of acquired assets and liabilities assumed for purposes of applying the acquisition method of accounting, the useful lives of tangible and intangible assets, real estate impairment assessments, and assessing the recoverability of accounts receivables. 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 acquisition, ownership, development, redevelopment, management, and leasing of retail properties. The Company reviews operating and financial information for each property on an individual basis, and therefore, each property represents an individual operating segment. The Company does not distinguish or group consolidated operations based on geography, size, or type. The Company aggregates all properties into one reportable segment due to their similarities with regard to the nature and economics of the properties, tenants, and operations. |
Accounting for Real Estate Acquisitions | Accounting for Real Estate Acquisitions Upon the acquisition of real estate, the Company assesses the fair value of acquired assets and liabilities assumed, including land, buildings, improvements and identified intangibles such as above-market and below-market leases, in-place leases and other items, as applicable, and allocates the purchase price based on these assessments. In making estimates of fair values, the Company may use a number of sources, including data provided by third parties, as well as information obtained by the Company as a result of its due diligence, including expected future cash flows of the property and various characteristics of the markets where the property is located. The fair values of tangible assets are determined on an “if vacant” basis. The “if vacant” fair value allocated to land is generally estimated via a market or sales comparison approach with the subject site being compared to similar properties that have sold or are currently listed for sale. The comparable properties are adjusted for dissimilar characteristics such as market conditions, location, access/frontage, size, shape/topography, or intended use, including the impact of any encumbrances on such use. The “if vacant” value allocated to buildings and site improvements is generally estimated using an income approach and a cost approach that utilizes published guidelines for current replacement cost or actual construction costs for similar, recently developed properties. Assumptions used in the income approach include capitalization and discount rates, lease-up time, market rents, make-ready costs, land value, and site improvement value. The estimated fair value of in-place tenant leases includes lease origination costs (the costs the Company would have incurred to lease the property to the current occupancy level) and the lost revenues during the period necessary to lease-up from vacant to the current occupancy level. Such estimates include the fair value of leasing commissions, legal costs and tenant coordination costs that would be incurred to lease the property to this occupancy level. Additionally, the Company evaluates the time period over which such occupancy level would be achieved and includes an estimate of the net operating costs (primarily real estate taxes, insurance and utilities) incurred during the lease-up period, which generally ranges up to one year. The fair value of acquired in-place tenant leases is included in lease intangible assets on the condensed consolidated balance sheets and amortized over the remaining lease term for each tenant. Identifiable intangible assets and liabilities are calculated for above-market and below-market tenant and ground leases where the Company is either the lessor or the lessee. The difference between the contractual rental rates and the Company’s estimate of market rental rates is measured over a period equal to the remaining non-cancelable term of the leases, including significantly below-market renewal options for which exercise of the renewal option appears to be reasonably assured. Above-market tenant leases and below-market ground leases are included in lease intangible assets on the condensed consolidated balance sheets; below-market tenant leases and above-market ground leases are included in accounts payable, accrued expenses and other liabilities on the condensed consolidated balance sheets. The values assigned to above-market and below-market tenant leases are amortized as reductions and increases, respectively, to base rental revenue over the remaining term of the respective leases. The values assigned to below-market and above-market ground leases are amortized as increases and reductions, respectively, to property operating expenses over the remaining term of the respective leases. The Company expenses transaction costs associated with business combinations in the period incurred. These costs are included in acquisition-related expenses within the condensed consolidated statements of operations. |
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 as follows: Building: 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. On a periodic basis, management assesses whether there are indicators that the value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired. If an indicator is identified, a real estate asset is considered impaired only if management’s estimate of current and projected operating cash flows (undiscounted and unleveraged), taking into account the anticipated and probability weighted holding period, are less than a real estate asset’s carrying value. Various factors are considered in the estimation process, including expected future operating income, trends and prospects and the effects of demand, competition, and other economic factors. 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. No such impairment losses were recognized for the three or six months ended June 30, 2016. Investments in Unconsolidated Joint Ventures The Company accounts for its investments in unconsolidated joint ventures using the equity method of accounting as the Company exercises significant influence, but does not control these entities. 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, that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment’s value is impaired only 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. No such impairment losses were recognized for the three or six months ended June 30, 2016. |
Investments in Unconsolidated Joint Ventures | Investments in Unconsolidated Joint Ventures The Company accounts for its investments in unconsolidated joint ventures using the equity method of accounting as the Company exercises significant influence, but does not control these entities. 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, that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment’s value is impaired only 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. No such impairment losses were recognized for the three or six months ended June 30, 2016. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers instruments with an original maturity of three months or less to be cash and cash equivalents. Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable amounts. The Company believes it mitigates this risk by investing in or through major financial institutions and primarily in funds that are insured by the United States federal government. |
Restricted Cash | Restricted Cash Restricted cash represents cash deposited in escrow accounts, which generally can only be used for the payment of real estate taxes, debt service, insurance, and future capital expenditures as required by certain loan and lease agreements, as well as legally restricted tenant security deposits. As of June 30, 2016, the Company had approximately $87.0 million of restricted cash, including $39.3 million related to future capital investments such as unfunded construction commitments, deferred maintenance and environmental reserves, $33.4 million related to basic property carrying costs such as real estate taxes, insurance and ground rent, and $14.3 million of prepaid rent. |
Tenant and Other Receivables | Tenant and Other Receivables Accounts receivable 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. 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. In the event that the collectability of a receivable with respect to any tenant is in doubt, a provision for uncollectible amounts will be established or a direct write-off of the specific rent receivable will be made. For accrued rental revenues related to the straight-line method of reporting rental revenue, the Company performs a periodic review of receivable balances to assess the risk of uncollectible amounts and establish appropriate provisions. |
Revenue Recognition | Revenue Recognition Rental income is recognized on a straight-line basis over the non-cancelable terms of the related leases. For leases that have fixed and measurable rent escalations, the difference between such rental income earned and the cash rent due under the provisions of the lease is recorded as deferred rent receivable and included as a component of tenant and other receivables on the condensed consolidated balance sheets. 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 that the Company is not considered the owner of the improvements for accounting purposes, the allowance is considered to be a lease incentive and is recognized over the lease term as reduction of rental revenue on a straight-line basis. The Company commences recognizing revenue based on an evaluation of a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, this occurs on the lease commencement date. Tenant reimbursement income 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. |
Accounting for Recapture and Termination Activity Pursuant to the Master Lease | Accounting for Recapture and Termination Activity Pursuant to the Master Lease Seritage 100% Recapture Rights. The Company generally treats the delivery of a 100% recapture notice as a modification of the Master Lease as of the date of notice. Such a notice and lease modification result in the following accounting adjustments for the recaptured property: • Accrued rental revenues related to the straight-line method of reporting rental revenue that is deemed uncollectable as result of the lease modification is amortized over the remaining shortened life of the lease from the date of notice to the date of termination. • Intangible lease assets and liabilities that are deemed to be impacted by the lease modification are amortized over the shorter of the shortened lease term or the remaining useful life of the asset or liability. A 100% recapture will generally occur in conjunction with obtaining a new tenant or a real estate development project. As such, termination fees, if any, associated with the 100% recapture notice are generally capitalized as either an initial direct cost of obtaining a new lease or a necessary cost of the real estate project and depreciated over the life of the new lease obtained or the real estate asset being constructed or improved. Seritage 50% Recapture Rights. The Company generally treats the delivery of a 50% recapture notice as a modification of the Master Lease as of the date of notice. Such a notice and lease modification result in the following accounting adjustments for the recaptured property: • The portion of accrued rental revenues related to the straight-line method of reporting rental revenue that is subject to the lease modification is amortized over the remaining shortened life of the lease from the date of notice to the date of termination. The portion of accrued rental revenues related to the straight-line method of reporting rental revenue that is attributable to the retained space is amortized over the remaining life of the Master Lease. • The portion of intangible lease assets and liabilities that are deemed to be impacted by the lease modification is amortized over the shorter of the shortened lease term or the remaining useful life of the asset or liability. The portion of intangible lease assets and liabilities that is attributable to the retained space is amortized over the remaining useful life of the asset or liability. Sears Holdings Termination Rights. The Master Lease provides Sears Holdings with certain rights to terminate the Master Lease with respect to properties that cease to be profitable for operation by Sears Holdings. Such a termination would generally result in the following accounting adjustments for the terminated property: • Accrued rental revenues related to the straight-line method of reporting rental revenue that is subject to the termination is amortized over the remaining shortened life of the lease from the date of notice to the date of termination. • Intangible lease assets and liabilities that are deemed to be impacted by the termination are amortized over the shorter of the shortened lease term or the remaining useful life of the asset or liability. Additionally, termination fees required to be paid by Sears Holdings to the Company are recognized as income over the remaining shortened life of the lease from the date of notice to the date of termination. |
Derivatives | Derivatives The Company’s use of derivative instruments is limited to the management of interest rate exposure and not for speculative purposes. In connection with the issuance of the Company’s mortgage loans, the Company purchased for $5.0 million an interest rate cap with a term of four years, a notional amount of $1.26 billion and a strike rate of 3.5%. The interest rate cap is measured at fair value and included as a component of prepaid expenses, deferred expenses and other assets on the condensed consolidated balance sheets. The Company has elected not to utilize hedge accounting, and therefore, the change in fair value is included within change in fair value of interest rate cap on the consolidated statement of operations. For the three and six months ended June 30, 2016, the Company recorded losses of $0.5 million and $1.9 million, respectively, related to the change in fair value of the interest rate cap. |
Stock-Based Compensation | Stock-Based Compensation The Company generally recognizes equity awards to employees as compensation expense and includes such expense within general and administrative expenses on the condensed consolidated statement of operations. Compensation expense for equity awards is generally based on the fair value of the common shares at the date of the grant and is recognized (i) ratably over the vesting period for awards with time-based vesting and (ii) for awards with performance-based vesting, at the date the achievement of performance criteria is deemed probable, an amount equal to that 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. |
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. As of June 30, 2016, substantially all of the Company’s real estate properties were leased to Sears Holdings, and the majority of Company’s rental revenues were derived from the Master Lease (see Note 5). Sears Holdings is a publicly traded company that is subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and is required to file periodic reports on Form 10-K and Form 10-Q with the SEC. Refer to www.sec.gov for Sears Holdings publicly-available financial information. Other than the Company’s tenant concentration, management believes the Company’s portfolio was reasonably diversified by geographical location and did not contain any other significant concentrations of credit risk. As of June 30, 2016, the Company’s portfolio of 235 Wholly Owned Properties was diversified by location across 49 states and Puerto Rico. |
Earnings per Share | Earnings 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 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. Class B non-economic common shares are excluded from earnings per share computations as they do not have economic rights. 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 per share. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” which amends accounting for income taxes related to share-based compensation, the related classification in the statement of cash flows, and share award forfeiture accounting. The new guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company is evaluating the impact of adopting this new accounting standard on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-07, “Investments—Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting,” which eliminates the requirement to retroactively adjust an investment that subsequently qualifies for equity method accounting (as a result of an increase in level of ownership interest or degree of influence) as if the equity method of accounting had been applied during all prior periods that the investment was held. The new standard requires that the investor add the cost of acquiring additional ownership interest in the investee to its current basis and prospectively adopt the equity method of accounting. Any unrealized gains or losses in an available-for-sale investment that subsequently qualifies as an equity method investment should be recognized in earnings at the date the investment qualifies as an equity method investment. The new guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods and requires prospective adoption. Early adoption is permitted. The Company has evaluated the impact of this standard, and has concluded that it has no material impact on its consolidated financial statements. In February 2016, the FASB issued Accounting Standards Codification (“ASC”) 842 (“ASC 842”), “Leases” which replaces the existing guidance in ASC 840, Leases. ASC 842 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. ASC 842 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (ROU) asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the ROU asset and for operating leases, the lessee would recognize a straight-line total lease expense. The Company is currently assessing the impact that adoption of this guidance will have on its consolidated financial statements. In February 2015, the FASB issued ASU 2015-02, “Amendments to the Consolidation Analysis,” which makes certain changes to both the variable interest model and the voting model, including changes to (1) the identification of variable interests (fees paid to a decision maker or service provider), (2) the variable interest entity characteristics for a limited partnership or similar entity and (3) the primary beneficiary determination. The Company adopted ASU 2015-02 on January 1, 2016. The adoption of this standard did not have a material impact on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. In July 2015, the FASB voted to defer the effective date of ASU 2014-09 by one year. Accordingly, ASU 2014-09 is effective for annual periods beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. The standard can be applied either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment recognized as of the date of initial application. The FASB has also issued the following standards which clarify ASU 2014-09 and have the same effective date as the original standard: ASU 2016-12, “Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients,” and ASU 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing,” and ASU 2016-08, “Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net).” The Company is evaluating the impact of adopting these new accounting standards on its consolidated financial statements. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 as follows: Building: 25 – 40 years Site improvements: 5 – 15 years Tenant improvements: shorter of the estimated useful life or non-cancelable term of lease |
Lease Intangible Assets and L25
Lease Intangible Assets and Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of Lease Intangible Assets | The following table summarizes the Company’s lease intangible assets and liabilities as of June 30, 2016 (in thousands): Gross Accumulated Lease Intangible Assets Assets Amortization Balance In-place leases, net $ 595,443 $ (81,290 ) $ 514,153 Below-market ground leases, net 11,766 (203 ) 11,563 Above-market leases, net 9,058 (1,237 ) 7,821 Total $ 616,267 $ (82,730 ) $ 533,537 The following table summarizes the Company’s lease intangible assets and liabilities as of December 31, 2015 (in thousands): Gross Accumulated Lease Intangible Assets Asset Amortization Balance In-place leases, net $ 595,443 $ (36,800 ) $ 558,643 Below-market ground leases, net 11,766 (102 ) 11,664 Above-market leases, net 9,058 (570 ) 8,488 Total $ 616,267 $ (37,472 ) $ 578,795 |
Summary of Lease Intangible Liabilities | The following table summarizes the Company’s lease intangible assets and liabilities as of June 30, 2016 (in thousands): Gross Accumulated Lease Intangible Liabilities Liabilities Amortization Balance Below-market leases, net $ 20,045 $ (2,156 ) $ 17,889 Total $ 20,045 $ (2,156 ) $ 17,889 The following table summarizes the Company’s lease intangible assets and liabilities as of December 31, 2015 (in thousands): Gross Accumulated Lease Intangible Liabilities Liability Amortization Balance Below-market leases, net $ 20,045 $ (1,059 ) $ 18,986 Total $ 20,045 $ (1,059 ) $ 18,986 |
Schedule of Future Amortization for Below-Market Ground Leases | Future amortization of below-market ground leases is estimated to increase property expenses as set forth below (in thousands): Remainder of 2016 $ 101 2017 203 2018 203 2019 203 2020 203 2021 203 |
Above-Market Leases, Net [Member] | |
Schedule of Future Amortization of Leases | Future amortization of these intangibles is estimated to increase rental income as set forth below (in thousands): Remainder of 2016 $ (496 ) 2017 (991 ) 2018 (991 ) 2019 (964 ) 2020 (830 ) 2021 (817 ) |
In-Place Leases, Net [Member] | |
Schedule of Future Amortization of Leases | Future estimated amortization of acquired in-place leases is set forth below (in thousands): Remainder of 2016 $ 38,091 2017 72,072 2018 71,503 2019 68,672 2020 66,081 2021 58,451 |
Investments in Unconsolidated26
Investments in Unconsolidated Joint Ventures (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Company's Investments in Unconsolidated Joint Ventures | The Company’s investments in unconsolidated joint ventures at June 30, 2016, consisted of (in thousands, except for number of properties): # of Total Initial Seritage % Joint Venture Properties GLA Investment Ownership GGP JV 12 2,162 $ 165,000 50 % Macerich JV 9 1,714 150,000 50 % Simon JV 10 1,574 114,012 50 % Total 31 5,450 $ 429,012 |
Summary of Combined Condensed Financial Data of Unconsolidated Joint Ventures | The following table presents combined condensed financial data for all of the Company’s unconsolidated joint ventures as of June 30, 2016 and December 31, 2015 (in thousands): June 30, 2016 December 31, 2015 ASSETS Investment in real estate Land $ 214,109 $ 214,726 Buildings and improvements 601,324 603,265 Accumulated depreciation (40,270 ) (24,111 ) 775,163 793,880 Construction in progress 4,007 1,481 Net investment in real estate 779,170 795,361 Cash and cash equivalents 20,894 19,903 Tenant and other receivables, net 3,771 4,990 Other assets, net 20,621 30,506 Total assets $ 824,456 $ 850,760 LIABILITIES AND EQUITY Liabilities Accounts payable, accrued expenses and other liabilities $ 11,142 $ 13,973 Total liabilities 11,142 13,973 Equity Partnership equity 807,315 823,923 Retained earnings 5,999 12,864 Total equity 813,314 836,787 Total liabilities and equity $ 824,456 $ 850,760 Three Months Ended Six Months Ended June 30, 2016 June 30, 2016 EQUITY IN INCOME OF UNCONSOLIDATED JOINT VENTURES Total revenue $ 16,309 $ 33,847 Property operating expenses (3,196 ) (6,600 ) Depreciation and amortization (11,183 ) (20,922 ) Operating income 1,930 6,325 Other expenses (106 ) (329 ) Net income $ 1,824 $ 5,996 Equity in income of unconsolidated joint ventures $ 912 $ 2,998 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Leases [Abstract] | |
Summary of Revenue from Master Lease | Revenues from the Master Lease for the three and six months ended June 30, 2016 are as follows (in thousands and excluding the effect of straight-line rent): Three Months Ended Six Months Ended June 30, 2016 June 30, 2016 Rental income $ 33,082 $ 66,467 Tenant reimbursements 14,516 31,268 Total revenue $ 47,598 $ 97,735 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Reconciliation of Net 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. 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. Earnings per share has not been presented for Class B shareholders, as they do not have economic rights. Three Months Ended Six Months Ended (in thousands, except per share amounts) June 30, 2016 June 30, 2016 Numerator—Basic and Diluted Net loss $ (12,565 ) $ (27,279 ) Net loss attributable to non-controlling interests 5,448 11,827 Net loss attributable to common shareholders $ (7,117 ) $ (15,452 ) Denominator—Basic and Diluted Weighted average Class A common shares outstanding 25,667 25,307 Weighted average Class C common shares outstanding 5,724 6,084 Weighted average Class A and Class C common shares outstanding 31,391 31,391 Net loss per share attributable to Class A and Class C common shareholders $ (0.23 ) $ (0.49 ) |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Restricted Share | The following table summarizes restricted share activity for the six months ended June 30, 2016: Weighted- Average Grant Shares Date Fair Value Unvested restricted shares and share units at beginning of period 221,484 $ 37.18 Restricted shares and share units granted 23,324 46.48 Restricted shares and share units vested — — Restricted shares and share units forfeited — — Unvested restricted shares and share units at end of period 244,808 $ 38.07 |
Accounts Payable, Accrued Exp30
Accounts Payable, Accrued Expenses and Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Components of Accounts Payable, Accrued Expenses and Other Liabilities | The following table summarizes the significant components of accounts payable, accrued expenses and other liabilities as of June 30, 2016 and December 31, 2015 (in thousands): June 30, 2016 December 31, 2015 Accrued real estate taxes $ 27,280 $ 25,333 Below-market leases 17,889 18,986 Accounts payable and accrued expenses 17,459 13,793 Prepaid rent 14,050 1,331 Dividends payable 14,059 27,894 Environmental reserve 11,824 11,824 Deferred maintenance 9,287 10,281 Accrued interest 2,644 2,748 Sears Holdings payable — 8,670 Total accounts payable, accrued expenses and other liabilities $ 114,492 $ 120,860 |
Organization - Additional Infor
Organization - Additional Information (Detail) $ in Billions | Jun. 11, 2015USD ($)RetailFacilitiesPropertyJointVenture | Jun. 03, 2015shares | Jun. 30, 2016Property |
Organization And Basis Of Presentation [Line Items] | |||
Operations Commenced Date | Jul. 7, 2015 | ||
Class A Common Shares [Member] | |||
Organization And Basis Of Presentation [Line Items] | |||
Number of shares initially capitalized | shares | 100 | ||
Sears Holdings Corporation [Member] | |||
Organization And Basis Of Presentation [Line Items] | |||
Business acquisition fair value, purchase price | $ | $ 2.7 | ||
Number of real estate properties acquired | Property | 234 | ||
Number of ground leased properties acquired | Property | 1 | ||
Interests in joint ventures acquired | 50.00% | ||
Number of joint venture acquired | JointVenture | 3 | ||
Number of Wholly Owned Properties not lease back to Sears Holdings | Property | 14 | ||
Sears Holdings Corporation [Member] | Joint Venture [Member] | |||
Organization And Basis Of Presentation [Line Items] | |||
Number of retail facilities | RetailFacilities | 28 | ||
Number of retail facilities subject to ground lease | RetailFacilities | 1 | ||
Number of retail facilities subject to lease | RetailFacilities | 2 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016USD ($)StatesProperty | Jun. 30, 2016USD ($)StatesPropertySegment | Dec. 31, 2015USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of reportable segments | Segment | 1 | ||
Impairment loss on real estate assets | $ 0 | $ 0 | |
Impairment loss | 0 | 0 | |
Restricted cash | 87,040,000 | 87,040,000 | $ 92,475,000 |
Prepaid rent | $ 14,300,000 | $ 14,300,000 | |
Number of wholly owned properties acquired | Property | 235 | 235 | |
Number of states in properties located | States | 49 | 49 | |
Interest Rate Cap [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Interest rate caps purchased | $ 5,000,000 | $ 5,000,000 | |
Derivative, term of contract | 4 years | ||
Notional amount | 1,260,000,000 | $ 1,260,000,000 | |
Derivative strike rate | 3.50% | ||
Derivative losses | 500,000 | $ 1,900,000 | |
Future Capital Investments [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Restricted cash | 39,300,000 | 39,300,000 | |
Basic Property Carrying Costs [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Restricted cash | $ 33,400,000 | $ 33,400,000 | |
Operating Partnership [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of operating partnership interest held by parent | 56.60% | 56.60% | |
Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Cash and cash equivalent maturity period | 3 months | ||
Sears Holdings Corporation [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Right to recapture property space | 100.00% | 100.00% | |
Master Lease [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Right to recapture property space | 50.00% | 50.00% | |
Master Lease [Member] | Sears Holdings Corporation [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Right to recapture property space | 100.00% | 100.00% |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives (Detail) | 6 Months Ended |
Jun. 30, 2016 | |
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 |
Lease Intangible Assets and L34
Lease Intangible Assets and Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Identified intangible assets, net of accumulated amortization | $ 533,537 | $ 533,537 | $ 578,795 |
Identified intangible liability, net of accumulated amortization | 17,889 | 17,889 | 18,986 |
Amortization of below-market leases, net of above-market leases | 200 | 400 | |
Additional property expense | 50 | 100 | |
In-Place Leases, Net [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Identified intangible assets, net of accumulated amortization | 514,153 | 514,153 | $ 558,643 |
Amortization expense of intangible assets | $ 21,400 | $ 44,500 |
Lease Intangible Assets and L35
Lease Intangible Assets and Liabilities - Summary of Lease Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Assets | $ 616,267 | $ 616,267 |
Accumulated Amortization | (82,730) | (37,472) |
Balance | 533,537 | 578,795 |
In-Place Leases, Net [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Assets | 595,443 | 595,443 |
Accumulated Amortization | (81,290) | (36,800) |
Balance | 514,153 | 558,643 |
Below-Market Ground Leases, Net [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Assets | 11,766 | 11,766 |
Accumulated Amortization | (203) | (102) |
Balance | 11,563 | 11,664 |
Above-Market Leases, Net [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Assets | 9,058 | 9,058 |
Accumulated Amortization | (1,237) | (570) |
Balance | $ 7,821 | $ 8,488 |
Lease Intangible Assets and L36
Lease Intangible Assets and Liabilities - Summary of Lease Intangible Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Below Market Lease, Net [Abstract] | ||
Gross Liabilities | $ 20,045 | $ 20,045 |
Accumulated Amortization | (2,156) | (1,059) |
Balance | $ 17,889 | $ 18,986 |
Lease Intangible Assets and L37
Lease Intangible Assets and Liabilities - Schedule of Future Annual Amortization of Below Market Leases (Detail) - Above-Market Leases, Net [Member] $ in Thousands | Jun. 30, 2016USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2016 | $ (496) |
2,017 | (991) |
2,018 | (991) |
2,019 | (964) |
2,020 | (830) |
2,021 | $ (817) |
Lease Intangible Assets and L38
Lease Intangible Assets and Liabilities - Schedule of Future Amortization for Below-Market Ground Leases (Detail) - Leases Acquired In-Place Market Adjustment [Member] $ in Thousands | Jun. 30, 2016USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2016 | $ 101 |
2,017 | 203 |
2,018 | 203 |
2,019 | 203 |
2,020 | 203 |
2,021 | $ 203 |
Lease Intangible Assets and L39
Lease Intangible Assets and Liabilities - Schedule of Future Estimated Annual Amortization of Acquired In Place Leases (Detail) - In-Place Leases, Net [Member] $ in Thousands | Jun. 30, 2016USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2016 | $ 38,091 |
2,017 | 72,072 |
2,018 | 71,503 |
2,019 | 68,672 |
2,020 | 66,081 |
2,021 | $ 58,451 |
Investments in Unconsolidated40
Investments in Unconsolidated Joint Ventures - Summary of Company's Investments in Unconsolidated Joint Ventures (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($)ft²Property | |
Income Statement Equity Method Investments [Line Items] | |
Number of properties | Property | 31 |
Total GLA | ft² | 5,450 |
Initial Investment | $ | $ 429,012 |
General Growth Properties, Inc. [Member] | |
Income Statement Equity Method Investments [Line Items] | |
Number of properties | Property | 12 |
Total GLA | ft² | 2,162 |
Initial Investment | $ | $ 165,000 |
Seritage % Ownership | 50.00% |
The Macerich Company [Member] | |
Income Statement Equity Method Investments [Line Items] | |
Number of properties | Property | 9 |
Total GLA | ft² | 1,714 |
Initial Investment | $ | $ 150,000 |
Seritage % Ownership | 50.00% |
Simon Property Group Inc [Member] | |
Income Statement Equity Method Investments [Line Items] | |
Number of properties | Property | 10 |
Total GLA | ft² | 1,574 |
Initial Investment | $ | $ 114,012 |
Seritage % Ownership | 50.00% |
Investments in Unconsolidated41
Investments in Unconsolidated Joint Ventures - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Joint venture impairment charges | $ 0 | $ 0 |
Investments in Unconsolidated42
Investments in Unconsolidated Joint Ventures - Summary of Combined Condensed Financial Data of Unconsolidated Joint Ventures (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
ASSETS | |||
Land | $ 214,109 | $ 214,109 | $ 214,726 |
Buildings and improvements | 601,324 | 601,324 | 603,265 |
Accumulated depreciation | (40,270) | (40,270) | (24,111) |
Investment in real estate, gross | 775,163 | 775,163 | 793,880 |
Construction in progress | 4,007 | 4,007 | 1,481 |
Net investment in real estate | 779,170 | 779,170 | 795,361 |
Cash and cash equivalents | 20,894 | 20,894 | 19,903 |
Tenant and other receivables, net | 3,771 | 3,771 | 4,990 |
Other assets, net | 20,621 | 20,621 | 30,506 |
Total assets | 824,456 | 824,456 | 850,760 |
LIABILITIES AND EQUITY | |||
Accounts payable, accrued expenses and other liabilities | 11,142 | 11,142 | 13,973 |
Total liabilities | 11,142 | 11,142 | 13,973 |
Equity | |||
Partnership equity | 807,315 | 807,315 | 823,923 |
Retained earnings | 5,999 | 5,999 | 12,864 |
Total equity | 813,314 | 813,314 | 836,787 |
Total liabilities and equity | 824,456 | 824,456 | $ 850,760 |
Total revenue | 16,309 | 33,847 | |
Property operating expenses | (3,196) | (6,600) | |
Depreciation and amortization | (11,183) | (20,922) | |
Operating income | 1,930 | 6,325 | |
Other expenses | (106) | (329) | |
Net income | 1,824 | 5,996 | |
Equity in income of unconsolidated joint ventures | $ 912 | $ 2,998 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | Jun. 30, 2016Property | Jul. 07, 2015LeaseOptions | Jun. 11, 2015Property | Jun. 30, 2016USD ($) | Jun. 30, 2016USD ($)Property | Jul. 01, 2016Notice |
Schedule Of Operating Leases Future Minimum Payments Receivable [Line Items] | ||||||
Base rent paid by Sears Holdings and subsidiaries under master lease | $ | $ 50 | $ 100 | ||||
Number of real estate properties acquisition exercised | 9 | |||||
Right to recapture property space exercised percentage | 100.00% | 100.00% | 100.00% | |||
Braintree, MA, Honolulu, HI and Memphis, TN [Member] | ||||||
Schedule Of Operating Leases Future Minimum Payments Receivable [Line Items] | ||||||
Number of real estate properties recaptured | 3 | |||||
Albany, NY, Bowie, MD, Hagerstown, MD and San Antonio, TX [Member] | ||||||
Schedule Of Operating Leases Future Minimum Payments Receivable [Line Items] | ||||||
Number of real estate properties recaptured | 4 | |||||
Sears Holdings Corporation [Member] | ||||||
Schedule Of Operating Leases Future Minimum Payments Receivable [Line Items] | ||||||
Right to recapture property space | 100.00% | 100.00% | 100.00% | |||
Number of real estate properties wholly-owned | 234 | |||||
Sears Holdings Corporation [Member] | Subsequent Event [Member] | ||||||
Schedule Of Operating Leases Future Minimum Payments Receivable [Line Items] | ||||||
Right to recapture property space exercised percentage | 100.00% | |||||
Number of recapture notices submitted | Notice | 6 | |||||
Master Lease [Member] | ||||||
Schedule Of Operating Leases Future Minimum Payments Receivable [Line Items] | ||||||
Lease term | 10 years | |||||
Renewal period of leases | 5 years | |||||
Final option renewal period | 4 years | |||||
Base rent paid by Sears Holdings and subsidiaries under master lease | $ | $ 132,000 | |||||
Number of renewal term that will be increased | Lease | 2 | |||||
Percentage of increase annual lease rent | 2.00% | |||||
Right to recapture property space | 50.00% | 50.00% | 50.00% | |||
Number of real estate properties wholly-owned | 224 | |||||
Lease termination, description | While the Company will be permitted to exercise its recapture rights all at once or in stages as to any particular property, it will not be permitted to recapture all or substantially all of the space subject to the recapture right at more than 50 Wholly Owned Properties during any lease year. | |||||
Number of real estate properties wholly-owned | 50 | |||||
Master Lease [Member] | Five Year Renewal [Member] | ||||||
Schedule Of Operating Leases Future Minimum Payments Receivable [Line Items] | ||||||
Number of options for renewal of lease | Options | 3 | |||||
Master Lease [Member] | Four Year Renewal [Member] | ||||||
Schedule Of Operating Leases Future Minimum Payments Receivable [Line Items] | ||||||
Number of options for renewal of lease | Options | 1 | |||||
Master Lease [Member] | Sears Holdings Corporation [Member] | ||||||
Schedule Of Operating Leases Future Minimum Payments Receivable [Line Items] | ||||||
Right to recapture property space | 100.00% | 100.00% | 100.00% | |||
Number of real estate properties wholly-owned | 21 | |||||
Lease termination, description | The lease termination payment is calculated as the greater of an amount specified at the time the Company entered into the Master Lease with Sears Holdings and an amount equal to 10 times the adjusted EBITDA attributable to such space within the Sears Holdings main store which is not attributable to the space subject to the separate 50% recapture right discussed above for the 12-month period ending at the end of the fiscal quarter ending immediately prior to recapturing such space. | |||||
Percentage of reduction of fixed rent under master lease | 20.00% | |||||
Lease termination notice period | 90 days |
Leases - Summary of Revenue fro
Leases - Summary of Revenue from Master Lease (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Property Subject to or Available for Operating Lease [Line Items] | ||
Rental income | $ 45,927 | $ 91,153 |
Tenant reimbursements | 15,940 | 33,718 |
Total revenue | 61,867 | 124,871 |
Master Lease [Member] | ||
Property Subject to or Available for Operating Lease [Line Items] | ||
Rental income | 33,082 | 66,467 |
Tenant reimbursements | 14,516 | 31,268 |
Total revenue | $ 47,598 | $ 97,735 |
Mortgage Loans Payable - Additi
Mortgage Loans Payable - Additional Information (Detail) - USD ($) | Jul. 07, 2015 | Jun. 30, 2016 | Jun. 30, 2016 |
Mortgage Loans on Real Estate [Line Items] | |||
Debt issuance costs related to the mortgage loans | $ 6,000 | ||
Mortgage Loans [Member] | |||
Mortgage Loans on Real Estate [Line Items] | |||
Mortgage loan agreement, description | The Loan Agreements contain customary covenants for a real estate financing, including terms that limit the Company’s ability to grant liens on its assets, incur additional indebtedness, or transfer or sell assets, as well as those that may require the Company to obtain lender approval for certain major tenant leases or significant redevelopment projects. Such restrictions also include cash flow sweep provisions based on certain measures of the Company’s financial and operating performance, including in the case that “Debt Yield” (the ratio of net operating income for the borrowers to their debt) is less than 11.0% or if the Company fails to achieve certain thresholds for tenant diversification. The Loan Agreements prohibit repayment of any amounts outstanding for the first 12 months (other than repayments in connection with property releases and certain other exceptions) and contains a yield maintenance provision for the early extinguishment of the debt within the first 30 months. | ||
Maximum debt yield percentage | 11.00% | ||
Debt issuance costs related to the mortgage loans | $ 21,400,000 | ||
Unamortized balance of company's debt issuance costs | $ 16,100,000 | $ 16,100,000 | |
Mortgage Loans over $1,000,000 [Member] | Mortgage Loans [Member] | |||
Mortgage Loans on Real Estate [Line Items] | |||
Expiration date | Jul. 31, 2019 | ||
Maturity description | The Loan Agreements contain customary covenants for a real estate financing, including terms that limit the Company’s ability to grant liens on its assets, incur additional indebtedness, or transfer or sell assets, as well as those that may require the Company to obtain lender approval for certain major tenant leases or significant redevelopment projects. Such restrictions also include cash flow sweep provisions based on certain measures of the Company’s financial and operating performance, including in the case that “Debt Yield” (the ratio of net operating income for the borrowers to their debt) is less than 11.0% or if the Company fails to achieve certain thresholds for tenant diversification. If the performance of Sears Holdings at the stores subject to the Master Lease fails to meet specified thresholds and if the Company fails to satisfy additional tenant diversification tests and declines to provide a specified amount of cash collateral, then the cash flow sweep provisions of the Loan Agreements may also be triggered. The Loan Agreements prohibit repayment of any amounts outstanding for the first 12 months (other than repayments in connection with property releases and certain other exceptions) and contains a yield maintenance provision for the early extinguishment of the debt within the first 30 months. | ||
Interest rate description | Borrowings under the Mortgage Loans bear interest at the London Interbank Offered Rates ("LIBOR") plus, as of June 30, 2016, a weighted-average spread of 465 basis points; payments are made monthly on an interest-only basis. | ||
Basis spread on variable rate | 4.65% | ||
Frequency of interest payment | Monthly | ||
Mortgage Loans over $1,000,000 [Member] | Mortgage Loans [Member] | Term Loans [Member] | |||
Mortgage Loans on Real Estate [Line Items] | |||
Loan, face amount | 1,160,000,000 | ||
Weighted average interest rates | 5.19% | 5.18% | |
Mortgage Loans over $1,000,000 [Member] | Mortgage Loans [Member] | Future Funding Facility [Member] | |||
Mortgage Loans on Real Estate [Line Items] | |||
Loan, face amount | $ 100,000,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016 | |
Minimum [Member] | |
Income Tax Contingency [Line Items] | |
Distribution of taxable income to qualify as REIT, percent | 90.00% |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016USD ($) | Jun. 30, 2016USD ($) | |
Fair Value, Inputs, Level 2 [Member] | Mortgage Loans over $1,000,000 [Member] | Mortgage Loans [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgages payable, fair value | $ 1,200 | $ 1,200 |
Interest Rate Cap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative losses | 0.5 | 1.9 |
Interest Rate Cap [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, fair value | $ 0.3 | $ 0.3 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 1 Months Ended | |||
Jun. 30, 2015Lawsuits | May 31, 2015Lawsuits | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Loss Contingencies [Line Items] | ||||
Restricted cash | $ 87,040 | $ 92,475 | ||
Number of Sears Holdings shareholders filed lawsuits | Lawsuits | 4 | 4 | ||
Environmental Expenses Reserve [Member] | ||||
Loss Contingencies [Line Items] | ||||
Restricted cash | $ 12,000 |
Related Party Disclosure - Addi
Related Party Disclosure - Additional Information (Detail) - USD ($) $ in Millions | Mar. 21, 2016 | Jul. 07, 2015 | Jun. 30, 2016 |
Transaction Services Agreement [Member] | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Transition service agreement period | 18 months | ||
Transition service agreement fees | $ 0.1 | ||
Operating Partnership [Member] | ESL [Member] | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Ownership interest percentage held by related party | 43.40% | ||
Operating Partnership [Member] | Sears Holdings Corporation [Member] | ESL [Member] | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Beneficiary Ownership interest percentage held by related party | 54.60% | ||
Ownership interest percentage held by related party | 43.40% | ||
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 | 3.80% | ||
Operating Partnership [Member] | Sears Holdings Corporation [Member] | Class B Non-Economic Common Shares [Member] | ESL [Member] | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Ownership interest percentage held by related party | 100.00% |
Non-controlling Interests - Add
Non-controlling Interests - Additional Information (Detail) - Operating Partnership [Member] | Jun. 30, 2016 |
Noncontrolling Interest [Line Items] | |
Percentage of operating partnership interest held by parent | 56.60% |
ESL [Member] | |
Noncontrolling Interest [Line Items] | |
Percentage of operating partnership interest held by parent | 56.60% |
Ownership interest percentage held by related party | 43.40% |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | Aug. 02, 2016 | May 03, 2016 | Mar. 08, 2016 | Dec. 17, 2015 | Jun. 30, 2016 |
Class of Stock [Line Items] | |||||
Cash dividend declared | $ 0.50 | ||||
Date dividends to be paid | Jan. 14, 2016 | ||||
Subsequent Event [Member] | |||||
Class of Stock [Line Items] | |||||
Date dividends to be paid | Oct. 13, 2016 | ||||
Class A Common Shares [Member] | |||||
Class of Stock [Line Items] | |||||
Cash dividend declared | $ 0.25 | $ 0.25 | $ 0.50 | ||
Class A Common Shares [Member] | Subsequent Event [Member] | |||||
Class of Stock [Line Items] | |||||
Cash dividend declared | $ 0.25 | ||||
Class C Common Shares [Member] | |||||
Class of Stock [Line Items] | |||||
Cash dividend declared | $ 0.25 | $ 0.25 | $ 0.50 | ||
Class C Common Shares [Member] | Subsequent Event [Member] | |||||
Class of Stock [Line Items] | |||||
Cash dividend declared | $ 0.25 |
Earnings per Share - Reconcilia
Earnings per Share - Reconciliation of Net 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 | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Numerator - Basic and Diluted | ||
Net loss | $ (12,565) | $ (27,279) |
Net loss attributable to non-controlling interests | 5,448 | 11,827 |
Net loss attributable to common shareholders | $ (7,117) | $ (15,452) |
Denominator - Basic and Diluted | ||
Weighted average common shares outstanding | 31,391 | 31,391 |
Net loss per share attributable to Class A and Class C common shareholders | $ (0.23) | $ (0.49) |
Class A Common Shares [Member] | ||
Denominator - Basic and Diluted | ||
Weighted average common shares outstanding | 25,667 | 25,307 |
Class C Common Shares [Member] | ||
Denominator - Basic and Diluted | ||
Weighted average common shares outstanding | 5,724 | 6,084 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) | Jun. 30, 2016shares |
Restricted Shares and Share Units [Member] | |
Earning Per Share [Line Items] | |
Non-vested restricted shares and share units outstanding | 244,808 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2016 | 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 | $ 8.8 | $ 8.8 | |
Unrecognized compensation costs, weighted average expected recognition period | 2 years 9 months 18 days | ||
Restricted Share [Member] | General and Administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense recognized | $ 0.3 | $ 0.5 | |
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 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Restricted Share (Detail) - Restricted Share [Member] | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested restricted shares and share units at beginning of period | shares | 221,484 |
Restricted shares and share units granted | shares | 23,324 |
Restricted shares and share units vested | shares | 0 |
Restricted shares and share units forfeited | shares | 0 |
Unvested restricted shares and share units at end of period | shares | 244,808 |
Weighted-Average Grant Date Fair Value, Unvested restricted shares at beginning of period | $ / shares | $ 37.18 |
Weighted-Average Grant Date Fair Value, Restricted shares and share units granted | $ / shares | 46.48 |
Weighted-Average Grant Date Fair Value, Restricted shares and share units vested | $ / shares | 0 |
Weighted-Average Grant Date Fair Value, Restricted shares and share units forfeited | $ / shares | 0 |
Weighted-Average Grant Date Fair Value, Unvested restricted shares at end of period | $ / shares | $ 38.07 |
Accounts Payable, Accrued Exp56
Accounts Payable, Accrued Expenses and Other Liabilities - Components of Accounts Payable, Accrued Expenses and Other Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued real estate taxes | $ 27,280 | $ 25,333 |
Below-market leases | 17,889 | 18,986 |
Accounts payable and accrued expenses | 17,459 | 13,793 |
Prepaid rent | 14,050 | 1,331 |
Dividends payable | 14,059 | 27,894 |
Environmental reserve | 11,824 | 11,824 |
Deferred maintenance | 9,287 | 10,281 |
Accrued interest | 2,644 | 2,748 |
Sears Holdings payable | 8,670 | |
Total accounts payable, accrued expenses and other liabilities | $ 114,492 | $ 120,860 |