Leases | Note 5 – Leases On February 28, 2019, the Company and certain affiliates of Holdco executed the Holdco Master Lease which became effective on March 12, 2019 when the Bankruptcy Lease Structure The structure of the Holdco Master Lease is consistent with the structure of the Original Master Lease in all material respects, including (i) it is a unitary, non-divisible lease as to all properties, pursuant to which the tenant’s obligations as to each property are cross-defaulted with all obligations of the tenant with respect to all other properties; (ii) it is a triple net lease with respect to all space which is leased thereunder to the tenant, subject to proportional sharing by the tenant for repair and maintenance charges, real property taxes, insurance and other costs and expenses which are common to both the space leased by the tenant and other space occupied by other tenants in the same or other buildings, space which is recaptured pursuant to the Company’s recapture rights described below and all other space which is constructed on the properties; (iii) the tenant is 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; and (iv) the tenant is generally prohibited from subleasing any space demised under the lease. Term and Renewals Consistent with the terms of the Original Master Lease, the Holdco Master Lease will expire in July 2025, and contains three options for five-year renewals of the term and a final option for a four-year renewal, as was the case under the Original Master Lease. Rental Revenue The Holdco Master Lease provides for an initial base rent at the same rates which were in place at the time of the modification for accounting purposes. In each of the initial term and the first two renewal terms, consistent with the Original Master Lease, base rent under the Holdco Master Lease will be increased in August of each year by 2.0% per annum for each lease year over the rent for the immediately preceding lease year. For subsequent renewal terms, consistent with the Original Master Lease, rent will be set at the commencement of the renewal term for the Holdco Master Lease at a fair market rent based on a customary third-party appraisal process, taking into account all the terms of the Holdco 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 base rent under the Holdco Master Lease will be subject to an adjustment in the form of a rent credit of up to approximately $12 million in each of the first and second years of the Holdco Master Lease. The rent credit is allocated to specific properties based on the trailing twelve- month EBITDA of the particular property Revenues from the Holdco Master Lease and the Original Master Lease for the three and six months ended June 30, 2019 and June 30, 2018 are as follows (in thousands and excluding straight-line rental income of $1.2 million and ($1.0) million for the three months ended June 30, 2019 and June 30, 2018, respectively, and $1.7 million and $1.8 million for the six months ended June 30, 2019 and June 30, 2018, respectively): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Fixed lease revenue $ 5,667 $ 22,605 $ 17,955 $ 45,136 Variable lease revenue 5,853 10,950 14,251 24,392 Total rental revenue $ 11,520 $ 33,555 $ 32,206 $ 69,528 Seritage Recapture Rights The Holdco Master Lease, consistent with the Original Master Lease, provides the Company with the right to recapture up to approximately 50% of the space occupied by the tenant at all properties (other than five specified properties) and 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 parking areas and common areas. Upon exercise of any of these partial recapture rights, consistent with the Original Master Lease, the Company will generally incur, as applicable, certain costs and expenses for the separation of the recaptured space from the remaining tenant space. Additionally, in contrast to Original Master Lease, which permitted the Company to recapture 100% of certain properties upon payment of a specified recapture fee, the Holdco Master Lease provides the Company with the right, beginning in the second year of the term, to recapture 100% of the space occupied by the tenant at any of the properties included in the Holdco Master Lease (other than five specified properties) without paying a recapture fee. This right to recapture 100% of any property is limited to 10 properties in each year of the Holdco Master Lease term, with carry-over rights if less than 10 properties are recaptured in any given lease year. In the event of a 100% recapture of a property (or termination of a property by Holdco that is subject to a termination fee) and any subsequent redevelopment of such property for retail purposes, Holdco has certain rights of first offer to lease space at specified predefined rates depending on the condition the space is delivered. If the Company does not provide Holdco with a right of first offer on at least one-third of any such properties that are recaptured 100% by the Company (or terminated by Holdco with payment of a termination fee) in a given lease year, then the Company’s 100% recaptures rights are subject to payment of a recapture fee until such time as the Company has complied with the foregoing ratio. Upon the exercise of any of its recapture rights, the Company can reconfigure and rent the recaptured space to new, diversified tenants on potentially superior terms as determined by the Company and for its own account. As shown in the table below, the Company exercised certain recapture rights with respect to 70 properties under the Original Master Lease prior to its rejection on March 12, 2019. At two of these properties, the Company exercised additional recapture rights under the Holdco Master Lease during the three months ended June 30, 2019. Property Recapture Type Notice Date(s) North Riverside, IL Auto center + partial April 2019 / June 2017 Hialeah, FL (Westland) Out parcel + auto center April 2019 / September 2018 Saugus, MA Auto center + partial December 2018 / December 2016 Cape Girardeau, MO 100% (1) September 2018 Doral, FL 100% (1) September 2018 Fairfax, VA 100% (1) September 2018 / May 2016 Gillette, WY 100% (1) September 2018 Happy Valley, OR 100% (1) September 2018 Houston, TX (Memorial City) 100% (1) September 2018 Santa Cruz, CA 100% (1) September 2018 / December 2016 Vancouver, WA 100% (1) September 2018 Fresno, CA Partial May 2018 Asheville, NC 100% (1) March 2018 Chicago, IL (Six Corners) 100% (1) March 2018 Clearwater, FL 100% (1) March 2018 El Cajon, CA 100% (1) March 2018 Fairfield, CA 100% (1) March 2018 / December 2017 Oklahoma City, OK Out parcel March 2018 Plantation, FL 100% (1) March 2018 / December 2017 Redmond, WA 100% (1) March 2018 / September 2017 Reno, NV 100% (1) March 2018 Tucson, AZ 100% (1) March 2018 Anchorage, AK 100% December 2017 Boca Raton, FL 100% December 2017 Westminster, CA 100% December 2017 Hicksville, NY 100% December 2017 Orland Park, IL 100% (1) December 2017 Florissant, MO Out parcel December 2017 Salem, NH Out parcel December 2017 Las Vegas, NV Partial December 2017 Yorktown Heights, NY Partial December 2017 Austin, TX (Tech Ridge) 100% (1) December 2017 / September 2017 Ft. Wayne, IN Out parcel September 2017 / July 2016 North Little Rock, AR Auto center September 2017 St. Clair Shores, MI 100% September 2017 Canton, OH Partial June 2017 Dayton, OH Auto center June 2017 Roseville, CA Auto center June 2017 Temecula, CA Partial June 2017 Watchung, NJ 100% June 2017 Anderson, SC 100% (1) April 2017 / July 2016 Aventura, FL 100% April 2017 Carson, CA 100% (1) April 2017 / December 2016 Charleston, SC 100% (1) April 2017 / October 2016 Hialeah, FL (freestanding) 100% (1) April 2017 San Diego, CA (2) 100% (1) April 2017 Valley View, TX 100% April 2017 Cockeysville, MD (3) Partial March 2017 North Miami, FL 100% March 2017 Olean, NY Partial March 2017 Guaynabo, PR Partial December 2016 Santa Monica, CA (4) 100% December 2016 Roseville, MI Partial November 2016 Troy, MI Partial November 2016 Rehoboth Beach, DE Partial October 2016 St. Petersburg, FL (Tyrone Square) 100% October 2016 Warwick, RI Auto center October 2016 West Hartford, CT (5) 100% October 2016 Madison, WI Partial July 2016 North Hollywood, CA Partial July 2016 Orlando, FL 100% July 2016 West Jordan, UT Partial + auto center July 2016 Albany, NY Auto center May 2016 Bowie, MD Auto center May 2016 Hagerstown, MD Auto center May 2016 Wayne, NJ (6) Partial + auto center May 2016 San Antonio, TX Auto center March 2016 Braintree, MA 100% November 2015 Honolulu, HI 100% December 2015 Memphis, TN 100% December 2015 (1) The Company converted partial recapture rights at this property to 100% recapture rights and exercised such rights. (2) In May 2018, the Company contributed this property to the UTC JV and retained a 50.0 % interest in the joint venture. (3) In March 2019, the Company contributed this property to the Cockeysville JV and retained a 50.0% interest in the joint venture. (4) In March 2018, the Company contributed this asset to the Mark 302 JV and retained a 50.1% interest in the joint venture. (5) In May 2018, the Company contributed this property to the West Hartford JV and retained a 50.0% interest in the joint venture. (6) In July 2017, the Company contributed this asset to the GGP II JV and retained a 50.0% interest in the joint venture. Tenant Termination Rights Under the terms of the Holdco Master Lease, Holdco has the right, at any time, to terminate any property upon the payment of a termination fee equal to one year of base rent plus annual taxes and other operating expenses. Additionally, unlike the Original Master Lease, beginning in the second year of the term of the Holdco Master Lease, the tenant has the right to terminate without payment of a termination fee: (i) up to 16 properties in the second year, (ii) up to 12 properties in the third year, (iii) up to 10 properties in the fourth year, and (iv) thereafter, the remaining properties, in each instance with carry over rights if less than the maximum permitted number of properties are terminated in any lease year. As of June 30, 2019, Holdco had not exercised any of its termination rights under the Holdco Master Lease. The table below includes the 87 properties at which Sears Holdings had exercised its termination rights under the Original Master Lease prior to its rejection on March 12, 2019: Announced Property Square Feet Notice Termination Redevelopment Antioch, CA 95,200 August 2018 December 2018 Columbus, MS 117,100 August 2018 December 2018 Dayton, OH 148,800 August 2018 December 2018 Q2 2017 Flagstaff, AZ 66,200 August 2018 December 2018 Ft. Wayne, IN 213,600 August 2018 December 2018 Q3 2016 / Q3 2017 / Q2 2019 Jackson, MI 144,200 August 2018 December 2018 Manchester, NH 135,100 August 2018 December 2018 Q4 2018 Salem, NH 119,000 August 2018 December 2018 Q4 2017 Savannah, GA 155,700 August 2018 December 2018 Scott Depot, WV 89,800 August 2018 December 2018 Sold Steger, IL 87,400 August 2018 December 2018 Victor, NY 115,300 August 2018 December 2018 Q2 2019 West Jordan, UT 117,300 August 2018 December 2018 Q3 2016 / Q3 2018 Chesapeake, VA 169,400 June 2018 November 2018 Clay, NY 138,000 June 2018 November 2018 Havre, MT 94,700 June 2018 November 2018 Sold Newark, CA 145,800 June 2018 November 2018 Oklahoma City, OK 173,700 June 2018 November 2018 Q3 2017 Troy, MI 271,300 June 2018 November 2018 Q3 2016 Virginia Beach, VA 86,900 June 2018 November 2018 Q3 2015 Madison, WI 88,100 June 2018 October 2018 Q2 2016 Thousand Oaks, CA 50,300 June 2018 October 2018 Q3 2015 Cedar Rapids, IA 141,100 April 2018 August 2018 Citrus Heights, CA 280,700 April 2018 August 2018 Gainesville, FL 140,500 April 2018 August 2018 Q2 2018 Maplewood, MN 168,500 April 2018 August 2018 Pensacola, FL 212,300 April 2018 August 2018 Q2 2018 Rochester, NY 128,500 April 2018 August 2018 Roseville, CA 121,000 April 2018 August 2018 Q2 2017 / Q1 2018 San Antonio, TX 187,800 April 2018 August 2018 Q4 2015 Warrenton, VA 113,900 April 2018 August 2018 Q1 2018 Westwood, TX 215,000 June 2017 January 2018 Q3 2018 Friendswood, TX 166,000 June 2017 November 2017 Albany, NY 216,200 June 2017 October 2017 Q1 2016 Burnsville, MN 161,700 June 2017 October 2017 Chicago, IL (N Harlem) 293,700 June 2017 October 2017 Cockeysville, MD 83,900 June 2017 October 2017 Q1 2017 East Northport, NY 187,000 June 2017 October 2017 Q2 2017 Greendale, WI 238,400 June 2017 October 2017 Q4 2017 Hagerstown, MD 107,300 June 2017 October 2017 Q1 2016 / Sold Johnson City, NY 155,100 June 2017 October 2017 Sold Lafayette, LA 194,900 June 2017 October 2017 Mentor, OH 208,700 June 2017 October 2017 Middleburg Heights, OH 351,600 June 2017 October 2017 Olean, NY 75,100 June 2017 October 2017 Q1 2017 Overland Park, KS 215,000 June 2017 October 2017 Roseville, MI 277,000 June 2017 October 2017 Q3 2016 Sarasota, FL 204,500 June 2017 October 2017 Toledo, OH 209,900 June 2017 October 2017 Warwick, RI 169,200 June 2017 October 2017 Q3 2016 / Q3 2017 York, PA 82,000 June 2017 October 2017 Sold Chapel Hill, OH 187,179 January 2017 April 2017 Concord, NC 137,499 January 2017 April 2017 Sold Detroit Lakes, MN 79,102 January 2017 April 2017 El Paso, TX 103,657 January 2017 April 2017 Q2 2018 Elkins, WV 94,885 January 2017 April 2017 Sold Henderson, NV 122,823 January 2017 April 2017 Q1 2017 Hopkinsville, KY 70,326 January 2017 April 2017 Q1 2018 Jefferson City, MO 92,016 January 2017 April 2017 Q2 2017 Kenton, OH 96,066 January 2017 April 2017 Announced Property Square Feet Notice Termination Redevelopment Kissimmee, FL 112,505 January 2017 April 2017 Layton, UT 90,010 January 2017 April 2017 Q3 2018 Leavenworth, KS 76,853 January 2017 April 2017 Sold Mt. Pleasant, PA 83,536 January 2017 April 2017 Q2 2018 Muskogee, OK 87,500 January 2017 April 2017 Sold Owensboro, KY 68,334 January 2017 April 2017 Sold Paducah, KY 108,244 January 2017 April 2017 Q3 2017 Platteville, WI 94,841 January 2017 April 2017 Sold Riverside, CA (Iowa Ave.) 94,500 January 2017 April 2017 Sioux Falls, SD 72,511 January 2017 April 2017 Sold Alpena, MI 118,200 September 2016 January 2017 Chicago, IL (S Kedzie) 118,800 September 2016 January 2017 Q3 2018 Cullman, AL 98,500 September 2016 January 2017 Q2 2017 Deming, NM 96,600 September 2016 January 2017 Elkhart, IN 86,500 September 2016 January 2017 Q4 2016 Harlingen, TX 91,700 September 2016 January 2017 Sold Houma, LA 96,700 September 2016 January 2017 Sold Kearney, NE 86,500 September 2016 January 2017 Q3 2016 Manistee, MI 87,800 September 2016 January 2017 Merrillville, IN 108,300 September 2016 January 2017 Q4 2016 New Iberia, LA 91,700 September 2016 January 2017 Q2 2017 Riverton, WY 94,800 September 2016 January 2017 Sold Sault Sainte Marie, MI 92,700 September 2016 January 2017 Sierra Vista, AZ 86,100 September 2016 January 2017 Sold Springfield, IL 84,200 September 2016 January 2017 Q3 2016 Thornton, CO 190,200 September 2016 January 2017 Q1 2017 Yakima, WA 97,300 September 2016 January 2017 Sold Total square feet 11,728,387 As of June 30, 2019, the Company had commenced or completed redevelopment projects at 40 of the terminated properties and will continue to announce redevelopment activity as new leases are signed to occupy the space formerly occupied by Sears Holdings. Lessor Disclosures Future minimum rental receipts, excluding variable payments and tenant reimbursements of expenses, under non-cancelable operating leases executed as of June 30, 2019 and December 31, 2018 are approximately as follows: (in thousands) June 30, 2019 Remainder of 2019 $ 47,117 2020 95,978 2021 105,332 2022 106,781 2023 102,668 2024 101,228 Thereafter 343,903 Total Lease Payments $ 903,007 (in thousands) December 31, 2018 2019 $ 120,132 2020 122,263 2021 125,963 2022 124,949 2023 120,672 Thereafter 412,789 Total Lease Payments $ 1,026,768 The components of lease revenues for the three months and six months ended June 30, 2019 were as follows: (in thousands) Three months ended June 30, 2019 Six months ended June 30, 2019 Fixed lease revenues $ 23,513 $ 52,502 Variable lease revenues 9,431 20,561 Lease revenues $ 32,944 $ 73,063 Lessee Disclosures The Company has one ground lease and multiple corporate office leases which are classified as operating leases. The Company initially recorded $8.6 million of right-of-use, or ROU, assets and lease liabilities. The Company’s ROU assets were subsequently increased by $11.0 million as a result of the reclassification of acquired below-market lease assets, net, from lease intangible assets, net, during the six months ended 2019. As of June 30, 2019, the outstanding amount of ROU assets were $19.1 million. The Company recorded rent expense related to leased corporate office space of $401 thousand and $188 thousand for the three months ended June 30, 2019 and June 30, 2018, respectively. The Company recorded rent expense related to leased corporate office space of $686 thousand and $364 thousand for the six months ended June 30, 2019 and June 30, 2018, respectively. Such rent expense is classified within general and administrative expenses on the consolidated statements of operations. In addition, the Company recorded ground rent expense of approximately $11 The following table sets forth information related to the measurement of our lease liabilities as of June 30, 2019: (in thousands) As of June 30, 2019 Weighted average remaining lease term (in years) 11.04 Weighted average discount rate 7.20 % Cash paid for operating leases $ 1,007 |