Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 05, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | SERITAGE GROWTH PROPERTIES | |
Entity Central Index Key | 0001628063 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-37420 | |
Entity Tax Identification Number | 38-3976287 | |
Entity Address, Address Line One | 500 Fifth Avenue | |
Entity Address, Address Line Two | Suite 1530 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10110 | |
Entity Incorporation, State or Country Code | MD | |
City Area Code | 212 | |
Local Phone Number | 355-7800 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Series A Cumulative Redeemable Preferred Shares [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 7.00% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share | |
Trading Symbol | SRG-PA | |
Security Exchange Name | NYSE | |
Class A Common Shares [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common shares of beneficial interest, par value $0.01 per share | |
Trading Symbol | SRG | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 43,631,345 | |
Class B Common Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 | |
Class C Common Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Investment in real estate | ||
Land | $ 525,441 | $ 592,770 |
Buildings and improvements | 1,019,293 | 1,107,532 |
Accumulated depreciation | (152,340) | (142,206) |
Real Estate Investment Property, at Cost, Total | 1,392,394 | 1,558,096 |
Construction in progress | 353,178 | 352,776 |
Net investment in real estate | 1,745,572 | 1,910,872 |
Real estate held for sale | 30,923 | 1,864 |
Investment in unconsolidated entities | 468,269 | 457,033 |
Cash and cash equivalents | 140,058 | 143,728 |
Restricted cash | 7,150 | 6,526 |
Tenant and other receivables, net | 31,192 | 46,570 |
Lease intangible assets, net | 16,840 | 18,595 |
Prepaid expenses, deferred expenses and other assets, net | 62,529 | 63,755 |
Total assets | 2,502,533 | 2,648,943 |
Liabilities | ||
Term Loan Facility, net | 1,599,121 | 1,598,909 |
Sales-leaseback financing obligations | 20,608 | 20,425 |
Accounts payable, accrued expenses and other liabilities | 107,915 | 146,882 |
Total liabilities | 1,727,644 | 1,766,216 |
Commitments and contingencies (Note 9) | ||
Shareholders' Equity | ||
Additional paid-in capital | 1,230,009 | 1,177,260 |
Accumulated deficit | (611,647) | (528,637) |
Total shareholders' equity | 618,818 | 649,040 |
Non-controlling interests | 156,071 | 233,687 |
Total equity | 774,889 | 882,727 |
Total liabilities and shareholders' equity | 2,502,533 | 2,648,943 |
Class A Common Shares [Member] | ||
Shareholders' Equity | ||
Common shares | 428 | 389 |
Total equity | 428 | 389 |
Series A Preferred Shares [Member] | ||
Shareholders' Equity | ||
Preferred shares | 28 | 28 |
Total equity | $ 28 | $ 28 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
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 | 42,795,267 | 38,896,428 |
Common shares, issued | 42,795,267 | 38,896,428 |
Series A Preferred Shares [Member] | ||
Common shares, outstanding | 2,800,000 | 2,800,000 |
Preferred shares, par value | $ 0.01 | $ 0.01 |
Preferred shares, authorized | 10,000,000 | 10,000,000 |
Preferred shares, outstanding | 2,800,000 | 2,800,000 |
Preferred shares, issued | 2,800,000 | 2,800,000 |
Preferred shares, liquidation preference | $ 70,000 | $ 70,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
REVENUE | ||||
Rental income | $ 27,595 | $ 21,648 | $ 58,741 | $ 54,758 |
Management and other fee income | $ 279 | $ 171 | $ 414 | $ 378 |
Type of Revenue [Extensible List] | Management and Other Fee Income [Member] | Management and Other Fee Income [Member] | Management and Other Fee Income [Member] | Management and Other Fee Income [Member] |
Total revenue | $ 27,874 | $ 21,819 | $ 59,155 | $ 55,136 |
EXPENSES | ||||
Property operating | 11,286 | 8,697 | 21,929 | 18,998 |
Real estate taxes | 9,061 | 9,384 | 19,216 | 18,609 |
Depreciation and amortization | 13,328 | 23,702 | 26,470 | 57,799 |
General and administrative | 11,990 | 8,644 | 23,222 | 18,064 |
Total expenses | 45,665 | 50,427 | 90,837 | 113,470 |
Gain on sale of real estate, net | 18,097 | 53,877 | 42,305 | 74,665 |
Impairment of real estate assets | (64,539) | (1,813) | (66,239) | (1,813) |
Equity in loss of unconsolidated entities | (2,327) | (1,322) | (3,489) | (2,216) |
Interest and other income | 530 | 141 | 8,154 | 474 |
Interest expense | (28,976) | (22,145) | (55,126) | (43,658) |
Income / (loss) before taxes | (95,006) | 130 | (106,077) | (30,882) |
Benefit (provision) for taxes | (298) | (26) | (160) | 11 |
Net income / (loss) | (95,304) | 104 | (106,237) | (30,871) |
Net income / (loss) attributable to non-controlling interests | 22,464 | (32) | 25,677 | 10,279 |
Net income / (loss) attributable to Seritage | (72,840) | 72 | (80,560) | (20,592) |
Preferred dividends | (1,225) | (1,225) | (2,450) | (2,450) |
Net loss attributable to Seritage common shareholders | $ (74,065) | $ (1,153) | $ (83,010) | $ (23,042) |
Net loss per share attributable to Seritage Class A common shareholders - Basic | $ (1.73) | $ (0.03) | $ (2.02) | $ (0.61) |
Net loss per share attributable to Seritage Class A common shareholders - Diluted | $ (1.73) | $ (0.03) | $ (2.02) | $ (0.61) |
Weighted average Class A common shares outstanding - Basic | 42,772 | 38,634 | 41,134 | 37,933 |
Weighted average Class A common shares outstanding - Diluted | 42,772 | 38,634 | 41,134 | 37,933 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF EQUITY - USD ($) $ in Thousands | Total | Class A Common Shares [Member] | Class B Common Shares [Member] | Series A Preferred Shares [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Non-Controlling Interest [Member] |
Beginning balance at Dec. 31, 2019 | $ 1,043,370 | $ 369 | $ 12 | $ 28 | $ 1,149,721 | $ (418,711) | $ 311,951 |
Beginning balance, shares at Dec. 31, 2019 | 36,897,000 | 1,243,000 | 2,800,000 | ||||
Net income (loss) | (30,871) | (20,592) | (10,279) | ||||
Preferred dividends declared | (2,450) | (2,450) | |||||
Vesting of restricted share units | $ 1 | (1) | |||||
Vesting of restricted share units, shares | 98,000 | ||||||
Share-based compensation | 1,913 | 1,913 | |||||
Share class surrenders | $ (12) | 12 | |||||
Share class surrenders, shares | (1,243,000) | ||||||
OP Unit exchanges | $ 16 | 26,623 | (26,639) | ||||
OP Unit exchanges, shares | 1,650,000 | ||||||
Ending balance at Jun. 30, 2020 | 1,011,962 | $ 386 | $ 28 | 1,178,268 | (441,753) | 275,033 | |
Ending balance, shares at Jun. 30, 2020 | 38,645,000 | 0 | 2,800,000 | ||||
Beginning balance at Mar. 31, 2020 | 1,012,368 | $ 386 | $ 28 | 1,177,553 | (440,600) | 275,001 | |
Beginning balance, shares at Mar. 31, 2020 | 38,622,000 | 2,800,000 | |||||
Net income (loss) | 104 | 72 | 32 | ||||
Preferred dividends declared | (1,225) | (1,225) | |||||
Vesting of restricted share units, shares | 23,000 | ||||||
Share-based compensation | 715 | 715 | |||||
Ending balance at Jun. 30, 2020 | 1,011,962 | $ 386 | $ 28 | 1,178,268 | (441,753) | 275,033 | |
Ending balance, shares at Jun. 30, 2020 | 38,645,000 | 0 | 2,800,000 | ||||
Beginning balance at Dec. 31, 2020 | 882,727 | $ 389 | $ 28 | 1,177,260 | (528,637) | 233,687 | |
Beginning balance, shares at Dec. 31, 2020 | 38,896,428 | 2,800,000 | |||||
Net income (loss) | (106,237) | (80,560) | (25,677) | ||||
Preferred dividends declared | (2,450) | (2,450) | |||||
Vesting of restricted share units | $ 1 | (1) | |||||
Vesting of restricted share units, shares | 87,000 | ||||||
Share-based compensation | 849 | 849 | |||||
OP Unit exchanges | $ 38 | 51,901 | (51,939) | ||||
OP Unit exchanges, shares | 3,812,000 | ||||||
Ending balance at Jun. 30, 2021 | 774,889 | $ 428 | $ 28 | 1,230,009 | (611,647) | 156,071 | |
Ending balance, shares at Jun. 30, 2021 | 42,795,267 | 0 | 2,800,000 | ||||
Beginning balance at Mar. 31, 2021 | 871,400 | $ 406 | $ 28 | 1,200,874 | (537,582) | 207,674 | |
Beginning balance, shares at Mar. 31, 2021 | 40,587,000 | 2,800,000 | |||||
Net income (loss) | (95,304) | (72,840) | (22,464) | ||||
Preferred dividends declared | (1,225) | (1,225) | |||||
Vesting of restricted share units | $ 1 | (1) | |||||
Vesting of restricted share units, shares | 55,000 | ||||||
Share-based compensation | (120) | (120) | |||||
OP Unit exchanges | 138 | $ 21 | 29,256 | (29,139) | |||
OP Unit exchanges, shares | 2,153,000 | ||||||
Ending balance at Jun. 30, 2021 | $ 774,889 | $ 428 | $ 28 | $ 1,230,009 | $ (611,647) | $ 156,071 | |
Ending balance, shares at Jun. 30, 2021 | 42,795,267 | 0 | 2,800,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Preferred dividends declared, per share | $ / shares | $ 0.875 |
Class B Common Shares [Member] | |
Share class surrenders, shares | 1,242,536 |
Class A Common Shares [Member] | |
OP Unit exchanges, shares | 1,650,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||
Net loss | $ (106,237) | $ (30,871) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Equity in loss of unconsolidated entities | 3,489 | 2,216 |
Distributions from unconsolidated entities | 1,141 | 46 |
Gain on sale of real estate, net | (42,305) | (74,665) |
Impairment of real estate assets | 66,239 | 1,813 |
Share-based compensation | 953 | 1,805 |
Depreciation and amortization | 26,470 | 57,799 |
Amortization of deferred financing costs | 212 | 211 |
Amortization of above and below market leases, net | 63 | (136) |
Straight-line rent adjustment | (1,028) | 5,395 |
Change in operating assets and liabilities | ||
Tenants and other receivables | 3,436 | (12,499) |
Prepaid expenses, deferred expenses and other assets | (1,224) | 4,951 |
Accounts payable, accrued expenses and other liabilities | (7,825) | 25,590 |
Net cash used in operating activities | (56,616) | (18,345) |
CASH FLOW FROM INVESTING ACTIVITIES | ||
Investment in unconsolidated entities | (21,279) | (41,066) |
Distributions from unconsolidated entities | 1,150 | |
Net proceeds from sale of real estate | 122,327 | 142,493 |
Development of real estate | (44,949) | (139,282) |
Net cash provided by (used in) investing activities | 56,099 | (36,705) |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Repayment of sale-leaseback financing obligations | 183 | |
Purchase of shares related to stock grant recipients' tax withholdings | (262) | (85) |
Preferred dividends paid | (2,450) | (2,450) |
Net cash used in financing activities | (2,529) | (2,535) |
Net decrease in cash and cash equivalents | (3,046) | (57,585) |
Cash and cash equivalents, and restricted cash, beginning of period | 150,254 | 139,260 |
Cash and cash equivalents, and restricted cash, end of period | 147,208 | 81,675 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash payments for interest | 56,620 | 56,933 |
Capitalized interest | 5,722 | 15,196 |
Income taxes paid | 160 | 31 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Development of real estate financed with accounts payable | 8,090 | 61,141 |
Preferred dividends declared and unpaid | 1,225 | 1,225 |
Transfer to real estate assets held for sale | $ 29,059 | 2,071 |
Recording of right of use assets | 1,598 | |
Recording of lease liabilities | $ (1,598) |
Organization
Organization | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | Note 1 – Organization Seritage Growth Properties (“Seritage”) (NYSE: SRG), a Maryland real estate investment trust formed on June 3, 2015, is a fully integrated, self-administered and self-managed real estate investment trust (“REIT”) as defined under Section 856(c) of the Internal Revenue Code (the “Code”). Seritage’s assets are held by and its operations are primarily conducted, directly or indirectly, through Seritage Growth Properties, L.P., a Delaware limited partnership (the “Operating Partnership”). Under the partnership agreement of the Operating Partnership, Seritage, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership. Unless otherwise expressly stated or the context otherwise requires, the “Company” and “Seritage” refer to Seritage, the Operating Partnership and its owned and controlled subsidiaries. Seritage is principally engaged in the acquisition, ownership, development, redevelopment, management and leasing of diversified retail and mixed-use properties throughout the United States. As of June 30, 2021, the Company’s portfolio consisted of interests in 172 properties totaling approximately 24.9 million square feet of gross leasable area (“GLA”), including 147 wholly owned properties totaling approximately 23.0 million square feet of GLA across 39 states and Puerto Rico (the “Wholly Owned Properties”), and interests in 25 properties totaling approximately 1.9 million square feet of GLA across 13 states that are owned in unconsolidated entities (the “Unconsolidated Properties”). The Company commenced operations on July 7, 2015, following a rights offering to the shareholders of Sears Holdings Corporation (“Sears Holdings” or “Sears”) to purchase common shares of Seritage in order to fund, in part, the $2.7 billion acquisition of certain of Sears Holdings’ owned properties and its 50% interests in three joint ventures which were simultaneously leased back to Sears Holdings under a master lease agreement (the “Original Master Lease” and the “Original JV Master Leases”, respectively). As of June 30, 2021, the Company did not have any remaining properties leased to Transform Holdco LLC (“Holdco”), an affiliate of ESL Investments Inc., or Sears Holdings after giving effect to the termination of the remaining five Wholly Owned Properties, which were completed on March 15, 2021, as further described in Note 5, Leases. COVID-19 Pandemic The Coronavirus (“COVID-19”) pandemic has caused and continues cause significant impacts on the real estate industry in the United States, including the Company’s properties. As of June 30, 2021, the Company had collected 96% of and agreed to defer an additional 2%. As a result of the development, fluidity and uncertainty surrounding this situation, the Company expects that these conditions will change, potentially significantly, in future periods and results for the three and six months ended June 30, 2021 may not be indicative of the impact of the COVID-19 pandemic on the Company’s business for future periods. As such, the Company cannot reasonably estimate the impact of COVID-19 on its financial condition, results of operations or cash flows over the foreseeable future. Liquidity The Company’s primary uses of cash include the payment of property operating and other expenses, including general and administrative expenses and debt service (collectively, “Obligations”), and certain development expenditures. Property rental income, which is the Company’s primary source of operating cash flow, did not fully fund Obligations incurred during the six months ended June 30, 2021 and the Company recorded net operating cash outflows of $56.6 million. Additionally, the Company generated investing cash inflows of $56.1 million during the six months ended June 30, 2021, which were driven by asset sales and partially offset by development expenditures. Obligations are projected to continue to exceed property rental income and the Company expects to fund such costs with a combination of capital sources including, cash on hand, and sales of Wholly Owned Properties, subject to any approvals, that may be required under the Company’s Term Loan Facility, as described in Note 6, Debt. Management has determined that it is probable its plans will be effectively implemented within one year after the date the condensed consolidated financial statements are issued and that these actions will provide the necessary cash flows to fund the Company’s Obligations and development expenditures. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
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 year ended December 31, 2020. Certain footnote disclosures which would substantially duplicate those contained in our Annual Report have been condensed or omitted from this quarterly report. In the opinion of management, all adjustments necessary for a fair presentation (which include only normal recurring adjustments) have been included in this quarterly report. Operating results for the three and six months ended June 30, 2021 may not be indicative of the results that may be expected for any other interim period or for the year ending December 31, 2021. Capitalized terms used, but not defined in this quarterly report, have the same meanings as set forth in our Annual Report. The accompanying condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of the Company, the Operating Partnership, each of their wholly-owned subsidiaries, and all other entities in which the Company has a controlling financial interest. For entities that meet the definition of a variable interest entity (“VIE”), the Company consolidates those entities when the Company is the primary beneficiary of the entity. The Company is determined to be the primary beneficiary when it possesses both the unilateral power to direct activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company continually evaluates whether it qualifies as the primary beneficiary and reconsiders its determination of whether an entity is a VIE upon reconsideration events. As of June 30, 2021 and December 31, 2020, the Company has several unconsolidated VIEs and does not consolidate these entities because the Company is not the primary beneficiary. All intercompany accounts and transactions have been eliminated. As of June 30, 2021, the Company holds a 76.4% interest in the Operating Partnership and is the sole general partner which gives the Company exclusive and complete responsibility for the day-to-day management, authority to make decisions, and control of the Operating Partnership. As of August 5, 2021, the Company holds a 77.9% interest in the Operating Partnership. The Company has determined 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. The Company consolidates its interest in the Operating Partnership. The assets and liabilities of the Operating Partnership are the same as those of the Company and are presented in the condensed consolidated balance sheets. To the extent such variable interests are in entities that are not evaluated under the VIE model, the Company evaluates its interests using the voting interest entity model. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The most significant assumptions and estimates relate to real estate impairment assessments and assessing the recoverability of accounts receivable. These estimates are based on historical experience and other assumptions which management believes are reasonable under the circumstances. Management evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from these estimates. 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: Buildings: 25 – 40 years Site improvements: 5 – 15 years Tenant improvements: shorter of the estimated useful life or non-cancelable term of lease The Company amortizes identified intangibles that have finite lives over the period they are expected to contribute directly or indirectly to the future cash flows of the property or business acquired, generally the remaining non-cancelable term of a related lease. The Company, on a periodic basis, assesses whether there are indicators, including macroeconomic conditions, that the value of the real estate assets may be impaired. If an indicator is identified, management will estimate the real estate asset recoverability based on projected operating cash flows (undiscounted and unleveraged), taking into account the anticipated holding period and capitalization rates, to determine if the undiscounted cash flows are less than a real estate asset’s carrying value. If the carrying value of an asset exceeds the undiscounted cash flows, an analysis is performed to determine the estimated fair value of the real estate asset. In estimating the fair value of an asset, various factors are considered, including expected future operating income, trends and leasing prospects and the effects of demand, competition, and other economic factors such as discount rates and market comparables. Changes in any estimates and/or assumptions, including the anticipated holding period, could have a material impact on the projected operating cash flows. If management determines that the carrying value of a real estate asset is impaired, a loss will be recorded for the excess of its carrying amount over its estimated fair value. Real Estate Dispositions When the Company disposes of all or a portion of a real estate asset, it recognizes a gain or loss on sale of real estate as the difference between the carrying value and consideration received. Consideration consists of cash proceeds received and in certain circumstances, non-cash consideration which is typically in the form of equity and is reported in unconsolidated entities on the Company’s condensed consolidated statements of operations. For more information on the Company’s unconsolidated entity transactions refer to Note 4. The following table summarizes our gain on sale of real estate, net during the three and six months ended June 30, 2021 and June 30, 2020 (in millions): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Dispositions to third parties Gross proceeds $ 80.0 $ 98.6 $ 126.9 $ 158.9 Gain on sale of real estate, net 18.1 53.9 42.3 74.7 Real Estate Held for Sale When a real estate asset is identified by management as held for sale, the Company ceases depreciation of the asset and estimates its fair value, net of estimated costs to sell. If the estimated fair value, net of estimated costs to sell, of an asset is less than its net carrying value, an adjustment is recorded to reflect the estimated fair value. Properties classified as real estate held for sale generally represent properties that are under contract for sale and are probable to close within a year. In evaluating whether a property meets the held for sale criteria, the Company makes a determination as to the point in time that it is probable that a sale will be consummated. Given the nature of all real estate sales contracts, it is not unusual for such contracts to allow potential buyers a period of time to evaluate the property prior to formal acceptance of the contract. In addition, certain other matters critical to the final sale, such as financing arrangements, often remain pending even upon contract acceptance. As a result, properties under contract may not close within the expected time period or at all. As of June 30, 2021, four properties were classified as held for sale with assets of $30.9 million and no liabilities, and, as of December 31, 2020, one property was classified as held for sale with assets of $1.9 million and no liabilities. Investments in Unconsolidated Entities The Company accounts for its investments in unconsolidated entities using the equity method of accounting as the Company exercises significant influence but does not have a controlling financial interest. These investments are initially recorded at cost and are subsequently adjusted for cash contributions, cash distributions, and earnings which are recognized in accordance with the terms of the applicable agreement. On a periodic basis, management assesses whether there are indicators, including the operating performance of the underlying real estate and general market conditions which include macroeconomic conditions, that the value of the Company’s investments in unconsolidated entities may be impaired. An investment’s value is impaired if management’s estimate of the fair value of the Company’s investment is less than its carrying value and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over its estimated fair value. No such impairment losses were recognized for the three and six months ended June 30 , 20 2 1 and 20 20 . Restricted Cash As of June 30, 2021, restricted cash represents cash collateral for a letter of credit. Rental Revenue Recognition and Tenant Receivables Rental income is comprised of base rent and reimbursements of property operating expenses. The Company commences rental revenue recognition when the lessee takes control of the physical use of the leased asset based on evaluation of several factors. Base rent is recognized on a straight-line basis over the non-cancelable terms of the related leases. For leases that have fixed and measurable base rent escalations, the difference between such rental income earned and the cash rent due under the provisions of the lease is recorded as straight-line rent receivable and included as a component of tenant and other receivables on the condensed consolidated balance sheets. Reimbursement of property operating expenses arises from tenant leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes of the respective property. This revenue is accrued in the same periods as the expenses are incurred. The Company periodically reviews its receivables for collectability, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located. Tenant receivables, including receivables arising from the straight-lining of rents, are written-off directly when management deems that the collectability of substantially all future lease payments from a specified lease is not probable of collection, at which point, the Company will begin recognizing revenue on a cash basis, based on actual amounts received. Any receivables that are deemed to be uncollectable are recognized as a reduction to rental income in the Company’s condensed consolidated statements of operations. If future circumstances change such that the Company believes that it is reasonably certain that the Company will collect all rental income remaining on such leases, the Company will resume accruing rental income and recognize a cumulative catch up for previously written-off receivables. The Company also recognizes a general reserve, as a reduction to rental income, for its portfolio of operating lease receivables which are not expected to be fully collectable. The Company recorded an increase to rental income of $0.8 million and a reduction to rental income of $3.3 million during the three months ended June 30, 2021 and 2020, respectively, as a result of the Company’s evaluation of collectability. The Company recorded an increase to rental income of $1.0 million and a reduction to rental income of $3.8 million during the six months ended June 30, 2021 and 2020, respectively. In addition, the Company also recorded income of previously reserved straight-line rent of $0.5 million and a reduction of income of previously recorded straight-line rent of $0.5 million for the three and six months ended June 30, 2021, respectively. Reversals of $4.7 million were recorded for the three and six months ended June 30, 2020. During the three and six months ended June 30, 2021, the Company recorded an increase to rental income of $0.4 million and $0.5 million related to the allowance for deferral agreements. Due to the COVID-19 pandemic, the Company has entered into amendments to existing leases with certain tenants (the “Rent Deferral Agreements”), that provide for the deferral of all or some portion of rental payments due during the period which such tenant was affected by the COVID-19 pandemic (“Deferred Rent”). The Rent Deferral Agreements typically provide for repayment of the Deferred Rent within six to twelve months following the end of the rent deferral period and, in many instances, waive certain other conditions in favor of the Company while Deferred Rent is outstanding. Deferred Rent generally becomes immediately due and payable under the Rent Deferral Agreements if the tenant does not make the minimum contractual payments or otherwise defaults on the lease. We recognize lease concessions related to the COVID-19 pandemic such as rent deferrals and abatements in accordance with the Lease Modification Q&A issued by the Financial Standards Accounting Board, (“FASB”), in April 2020, which provides entities with the option to elect to account for lease concessions as though the enforceable rights and obligations existed in the original lease. As a result, the Company has not adjusted accrued rental revenues or the portion of accrued rental revenues related to the straight-line method for the portion which has been deferred. When the Deferred Rents are repaid, the Company will relieve the accrual in tenant and other receivables. In leasing tenant space, the Company may provide funding to the lessee through a tenant allowance. In accounting for a tenant allowance, the Company will determine whether the allowance represents funding for the construction of leasehold improvements and evaluate the ownership of such improvements. If the Company is considered the owner of the improvements for accounting purposes, the Company will capitalize the amount of the tenant allowance and depreciate it over the shorter of the useful life of the improvements or the related lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Company is not considered the owner of the improvements for accounting purposes, the allowance is considered a lease incentive and is recognized over the lease term as a reduction of rental revenue on a straight-line basis. Tenant and Other Receivables Tenant and other receivables includes unpaid amounts billed to tenants, accrued revenues for future billings to tenants for property expenses, and amounts arising from the straight-lining of rent, as discussed above. Tenant and other receivables also include management fees receivable for services performed for the benefit of certain unconsolidated entities. In the event that the collectability of a management fee receivable is in doubt, a provision for uncollectible amounts will be established or a direct write-off of the specific receivable will be made. Management and Other Fee Income Management and other fee income represents property management, construction, leasing and development fees for services performed for the benefit of certain unconsolidated entities. Property management fee income is reported at 100% of the revenue earned from such unconsolidated properties in management and other fee income on the condensed consolidated statements of operations. The Company’s share of management expenses incurred by the unconsolidated entities is reported in equity in loss of unconsolidated entities on the condensed consolidated statements of operations and in other expenses in the combined financial data in Note 4. Leasing and development fees are initially reported at the portion of revenue earned attributable to outside ownership of the related unconsolidated entities. The Company’s share in leasing and development fee income is recognized over the useful life of the associated development project, in the case of development fees, or lease term, in the case of leasing fees, as the associated asset is depreciated over the same term and included in equity in loss of unconsolidated entities on the condensed consolidated statements of operations and in other expenses in the combined financial data in Note 4. Management determined that property and asset management and construction and development management services each represent a series of stand-ready performance obligations satisfied over time with each day of service being a distinct performance obligation. For property and asset management services, the Company is typically compensated for its services through a monthly management fee earned based on a specified percentage of monthly rental income or rental receipts generated from the property under management. For construction and development services, the Company is typically compensated for planning, administering and monitoring the design and construction of projects within our unconsolidated entities based on a percentage of project costs or a fixed fee. Revenues from such management contracts are recognized over the life of the applicable contract. Conversely, leasing services are considered to be performance obligations, satisfied as of a point in time. The Company’s leasing fee is typically paid upon the occurrence of certain contractual event(s) that may be contingent and the pattern of revenue recognition may differ from the timing of payment. For these services, the obligations are typically satisfied at lease execution and tenant opening date, and revenue is recognized in accordance with the related agreement at the point in time when the obligation has been satisfied. Concentration of Credit Risk Concentrations of credit risk arise when a number of operators, tenants, or obligors related to the Company’s investments are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. Management believes the Company’s portfolio is reasonably diversified and does not contain any significant concentrations of credit risk. As of June 30, 2021, the Company’s portfolio of 147 Wholly Owned Properties and 25 Unconsolidated Properties was diversified by location across 39 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 (loss) per share amounts are the same for Class A and Class C common shares because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation. As of August 29, 2018, all outstanding Class C common shares had been exchanged for Class A common shares and there are currently no Class C common shares outstanding. Class B non-economic common shares are excluded from earnings per share computations as they do not have economic rights. As of December 31, 2020, all outstanding Class B common shares have been surrendered and there are currently no Class B common shares outstanding. All outstanding non-vested shares that contain non-forfeitable rights to dividends are considered participating securities and are included in computing earnings per share pursuant to the two-class method which specifies that all outstanding non-vested share-based payment awards that contain non-forfeitable rights to distributions are considered participating securities and should be included in the computation of earnings per share. Recently Issued Accounting Pronouncements The Company has not adopted any Accounting Standards Updates (“ASUs”) issued by the FASB during the three and six months ended June 30, 2021. Any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they either are not applicable to the Company, or they are not expected to have a material effect on the unaudited condensed consolidated financial statements of the Company. |
Lease Intangible Assets and Lia
Lease Intangible Assets and Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Real Estate [Abstract] | |
Lease Intangible Assets and Liabilities | Note 3 – Lease Intangible Assets and Liabilities The following tables summarize the Company’s lease intangible assets (acquired in-place leases, above-market leases and below-market ground leases) and liabilities (acquired below-market leases, which is included in accounts payable, accrued expenses and other liabilities on the consolidate balance sheets), net of accumulated amortization, as of June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 Gross Accumulated Lease Intangible Assets Asset Amortization Balance In-place leases, net $ 32,571 $ (17,340 ) $ 15,231 Above-market leases, net 3,925 (2,316 ) $ 1,609 Total $ 36,496 $ (19,656 ) $ 16,840 Gross Accumulated Lease Intangible Liabilities Liability Amortization Balance Below-market leases, net $ 6,626 $ (2,666 ) $ 3,960 Total $ 6,626 $ (2,666 ) $ 3,960 December 31, 2020 Gross Accumulated Lease Intangible Assets Asset Amortization Balance In-place leases, net $ 73,169 $ (56,369 ) $ 16,800 Above-market leases, net 4,139 (2,344 ) 1,795 Total $ 77,308 $ (58,713 ) $ 18,595 Gross Accumulated Lease Intangible Liabilities Liability Amortization Balance Below-market leases, net $ 6,626 $ (2,440 ) $ 4,186 Total $ 6,626 $ (2,440 ) $ 4,186 Amortization of acquired below-market leases, net of acquired above-market leases, resulted in additional rental income of $0.1 million and $0.1 million for the three and six months ended June 30, 2021 and 2020, respectively. Amortization of an acquired below-market ground lease resulted in additional property expense of $0.1 million for the three and six months ended June 30, 2021 and 2020, respectively. Amortization of acquired in-place leases resulted in additional depreciation and amortization expense of $0.8 million and $9.7 million for the three months ended June 30, 2021 and 2020, respectively and $1.6 million and $30.7 million for the six months ended June 30, 2021 and 2020 respectively. Future amortization of these leases intangibles is set forth below (in thousands): Below market leases, net Below market ground lease In-place leases Remainder of 2021 $ (10 ) $ 101 $ 1,472 2022 (43 ) 203 2,787 2023 6 203 1,921 2024 27 203 1,385 2025 97 203 1,077 2026 190 203 724 Thereafter 2,084 9,433 5,866 |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 6 Months Ended |
Jun. 30, 2021 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investments in Unconsolidated Entities | Note 4 – Investments in Unconsolidated Entities The Company conducts a portion of its property rental activities through investments in unconsolidated entities. The Company’s partners in these unconsolidated entities are unrelated real estate entities or commercial enterprises. The Company and its partners in these unconsolidated entities make initial and/or ongoing capital contributions to these unconsolidated entities. The obligations to make capital contributions are governed by each unconsolidated entity’s respective operating agreement and related governing documents. As of June 30, 2021, the Company had investments in ten unconsolidated entities as follows: Seritage % # of Total Unconsolidated Entities Entity Partner(s) Ownership Properties GLA GS Portfolio Holdings II LLC ("GGP I JV") Brookfield Properties Retail (formerly GGP Inc.) 50.0% 4 520,400 GS Portfolio Holdings (2017) LLC ("GGP II JV") Brookfield Properties Retail (formerly GGP Inc.) 50.0% 3 474,100 MS Portfolio LLC ("Macerich JV") The Macerich Company 50.0% 7 1,266,600 SPS Portfolio Holdings II LLC ("Simon JV") Simon Property Group, Inc. 50.0% 5 872,200 Mark 302 JV LLC ("Mark 302 JV") An investment fund managed by Invesco Real Estate 50.0% 1 103,000 SI UTC LLC ("UTC JV") A separate account advised by Invesco Real Estate 50.0% 1 226,200 SF WH Joint Venture LLC ("West Hartford JV") An affiliate of First Washington Realty 50.0% 1 163,700 GGCAL SRG HV LLC ("Cockeysville JV") An affiliate of Greenberg Gibbons 50.0% 1 160,200 Tech Ridge JV Holding LLC ("Tech Ridge JV") An affiliate of RD Management 50.0% 1 — J&J Baldwin Park LLC ("Carson Investment") An affiliate of NewMark Merrilll Companies and other entities 20.0% 1 182,200 25 3,968,600 The Company has contributed certain properties to unconsolidated entities in exchange for equity interests in those unconsolidated entities. The contribution of property to unconsolidated entities is accounted for as a sale of real estate and the Company recognizes the gain or loss on the sale (the “Gain (Loss)”) based upon the transaction price attributed to the property at the closing of the unconsolidated entities transaction (the “Contribution Value”). The gain or loss is included in gain on sale of real estate on the condensed consolidated statements of operations. In certain circumstances, the Contribution Value is subject to revaluation as defined in the respective unconsolidated entity agreements, which may result in an adjustment to the g ain or l oss recognized. If the Contribution Value is subject to revaluation, the Company initially recognizes the g ain or l oss at the value that is the expected amount within the range of possible outcomes and will re-evaluate the expected amount on a quarterly basis through the final determination date. Upon revaluation, the primary inputs in determining the Contribution Value will be updated for actual results and may result in a cash settlement or capital account adjustment between the unconsolidated entity partners, as well as an adjustment to the initial gain or loss. Each reporting period, the Company re-analyzes the primary inputs that determine the Contribution Value and the gain or loss for those unconsolidated entities subject to a revaluation. The following table summarizes the properties contributed to the Company’s unconsolidated entities: June 30, 2021 Unconsolidated Entities Contribution Date Contribution Value Gain (Loss) 2018 Mark 302 JV (1) March 20, 2018 $ 60.0 $ 8.8 2019 Cockeysville JV (2) March 29, 2019 $ 12.5 $ 3.8 Tech Ridge JV (3) September 27, 2019 3.0 0.1 (1) The Mark 302 JV is subject to a revaluation upon the earlier of the first anniversary of project stabilization or December 31, 2020. The primary inputs in determining the Contribution Value for the Mark 302 JV are property operating income based on signed leases and total project costs and the Contribution Value will be recalculated to yield a pre-determined rate of return to the investment fund managed by Invesco Real Estate. The Contribution Value cannot be more than $105.0 million or less than $60.0 million, and the Gain (Loss) will not be more than $53.8 million or less than $8.8 million. During the year ended December 31, 2020 the Company adjusted the Contribution Value down to $60.0 million and reduced the Gain (Loss) by $30.0 million which is included in gain on sale of real estate on the consolidated statements of operations. The Company also recorded a $15.0 million reduction to the Mark 302 JV investment value and a $15.0 million payable related to the amounts due to its partner which is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets. In addition, 2020, the Company and its partner entered into an agreement to extend the revaluation date for the Mark 302 JV to September 30, 2021. Pursuant to the terms of this agreement, the Company will pay its partner a fee of $1.1 million and the Contribution Value cannot be more than $90.0 million or less than $60.0 million. The Company will continue to re-evaluate the expected amount on a periodic basis through the final determination date. ( 2 ) The Cockeysville JV is subject to revaluation if an affiliate of Greenberg Gibbons contributes another adjacent parcel of land (the “Additional Land Parcel”) to the joint venture which was conditioned on certain milestones being met with respect to entitling the Additional Land Parcel for residential use. The Additional Land Parcel has been entitled for residential use. The Company has not reflected the contribution value of the Additional Land Parcel in the value of its investment in the Cockeysville JV based on uncertainty related to a potential alternative transaction with respect to the Additional Land Parcel. The Company will record an increased investment in the Cockeysville JV and additional gain in an amount equal to 50% of the fair value of the Additional Land Parcel at the earlier of when it becomes probable that the Additional Land Parcel will be contributed or upon an alternate outcome. ( 3 ) The Tech Ridge JV is subject to a revaluation primarily based upon the number of residential units constructed by the Tech Ridge JV. The Contribution Value cannot be less than $2.75 million. The following tables present combined condensed financial data for the Company’s unconsolidated entities (in thousands): June 30, 2021 December 31, 2020 ASSETS Investment in real estate Land $ 318,540 $ 318,540 Buildings and improvements 508,408 492,973 Accumulated depreciation (94,107 ) (81,730 ) 732,841 729,783 Construction in progress 218,558 222,663 Net investment in real estate 951,399 952,446 Cash and cash equivalents 26,418 16,094 Tenant and other receivables, net 3,031 4,104 Other assets, net 74,995 62,882 Total assets $ 1,055,843 $ 1,035,526 LIABILITIES AND MEMBERS' INTERESTS Liabilities Mortgage loans payable, net $ 34,858 $ 34,672 Accounts payable, accrued expenses and other liabilities 39,518 48,405 Total liabilities 74,376 83,077 Members' Interest Additional paid in capital 988,305 964,868 Retained earnings (accumulated deficit) (6,838 ) (12,419 ) Total members' interest 981,467 952,449 Total liabilities and members' interest $ 1,055,843 $ 1,035,526 Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Total revenue $ 6,526 $ 4,976 $ 14,255 $ 10,317 Property operating expenses (2,834 ) (1,949 ) (5,413 ) (4,686 ) Depreciation and amortization (6,563 ) (5,192 ) (13,044 ) (8,879 ) Operating loss (2,870 ) (2,165 ) (4,201 ) (3,248 ) Other expenses (1,676 ) (478 ) (2,719 ) (967 ) Net loss $ (4,546 ) $ (2,643 ) $ (6,920 ) $ (4,215 ) Equity in loss of unconsolidated entities (1) $ (2,327 ) $ (1,322 ) $ (3,489 ) $ (2,108 ) (1) Equity in loss of unconsolidated entities on the condensed consolidated statements of operations includes basis difference adjustments The Company shares in the profits and losses of these unconsolidated entities generally in accordance with the Company’s respective equity interests. In some instances, the Company may recognize profits and losses related to investment in an unconsolidated entity that differ from the Company’s equity interest in the unconsolidated entity. This may arise from impairments that the Company recognizes related to its investment that differ from the impairments the unconsolidated entity recognizes with respect to its assets, differences between the Company’s basis in assets it has transferred to the unconsolidated entity and the unconsolidated entity’s basis in those assets or other items. There were no impairment charges related to the Unconsolidated Properties for the three and six months ended June 30, 2021 and 2020. Unconsolidated Entity Management and Related Fees The Company acts as the operating partner and day-to-day manager for the Mark 302 JV, the West Hartford JV, the UTC JV, and Tech Ridge JV. The Company is entitled to receive certain fees for providing management, leasing, and construction supervision services to certain of its unconsolidated entities. Refer to Note 2 for the Company’s accounting policies. The Company also acted as the development manager for one of the properties in the GGP II JV which entitled the Company to receive certain development fees which ended as of June 30 , 2021 . The Company earned $ million and $ million from these services for the three months ended June 30 , 202 1 and 20 20 , respe ctively and $ 0.4 million and $ 0.4 million from these services for the six months ended June 30, 2021 2020, respectively. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | Note 5 – Leases Lessor Disclosures Future minimum rental receipts, excluding variable payments and tenant reimbursements of expenses, under non-cancelable operating leases executed as of June 30, 2021 are approximately as follows: (in thousands) June 30, 2021 Remainder of 2021 $ 44,202 2022 87,019 2023 80,320 2024 76,980 2025 76,247 2026 71,592 Thereafter 356,008 Total $ 792,368 The components of lease revenues for the three and six months ended June 30, 2021 and 2020 were as follows: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Fixed rental income $ 23,135 $ 23,151 $ 45,407 $ 50,799 Variable rental income 3,222 1,154 12,268 9,219 Total rental income $ 26,357 $ 24,305 $ 57,675 $ 60,018 Lessee Disclosures The Company has one ground lease and multiple corporate office leases which are classified as operating leases. As of June 30, 2021, and December 31, 2020, the outstanding amount of right-of-use, or ROU, assets were $17.4 million and $18.8 million, respectively. The Company recorded rent expense related to leased corporate office space of $0.3 million and $0.5 million for the three months ended June 30, 2021 and 2020, respectively. The Company recorded rent expense related to leased corporate office space of $0.7 million and $0.8 million for the six months ended June 30, 2021 and 2020, respectively. Such rent expense is classified within general and administrative expenses on the condensed consolidated statements of operations. In addition, the Company recorded ground rent expense of approximately $0.1 million for the three and six months ended June 30, 2021 and 2020. Such ground rent expense is classified within property operating expenses on the condensed consolidated statements of operations. Such ground rent expense is classified within property operating expenses on the condensed consolidated statements of operations. The ground lease requires the Company to make fixed annual rental payments and expires in 2073 assuming all extension options are exercised. The following table sets forth information related to the measurement of our lease liabilities as of June 30, 2021: As of June 30, 2021 Weighted average remaining lease term (in years) 10.90 Weighted average discount rate 6.98 % Cash paid for operating leases (in thousands) $ 958 Sale-leaseback Financing Obligations During the year ended December 31, 2020, the Company completed a sale-leaseback transaction of a property in Hialeah, Florida for $21.0 million which is included in sales-leaseback financing obligations on the condensed consolidated balance sheets. As part of the sale-leaseback transaction, the Company agreed to lease all land and improvements on the land for a fixed term of 25 years at an initial base rent of $1.5 million per annum which will increase by 1.5% per year thereafter. For the initial periods of the sale-leaseback, cash payments are less than the interest expense recognized, which causes the obligation to increase during the initial years of the lease term. The implied interest rate is approximately 7.00 %. The Company has a purchase option during years four, five or seven of the 25-year term to reacquire, solely at the Company’s option, the Hialeah property at a predetermined price . The Hialeah property continues to be reflected as a long-lived asset and depreciated over its remaining useful life. Future sale-leaseback financing obligations as of June 30, 2021 are approximately as follows: (in thousands) June 30, 2021 Remainder of 2021 $ 723 2022 1,464 2023 1,486 2024 1,508 2025 1,531 2026 1,554 Thereafter 34,022 Interest (21,680 ) Total $ 20,608 Original Master Lease and Holdco Master Lease On February 28, 2019, the Company and certain affiliates of Transform Holdco LLC (“Holdco”), an affiliate of ESL Investments, Inc., executed the Holdco Master Lease (the “Holdco Master Lease”) which became effective on March 12, 2019 when the Revenues from the Holdco Master Lease as amended by the Amendment, and the Original Master Lease for the three months ended June 30, 2021 and 2020 are as follows (in thousands and excluding straight-line rental income of $0.0 million and $(3.4) million for the three months ended June 30, 2021 and 2020, respectively, and $0.0 million and $(7.9) million for the six months ended June 30, 2021 and 2020, respectively. (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Fixed rental income $ - $ - $ - $ 4,288 Variable rental income - (420 ) 4,510 3,419 Total rental income $ - $ (420 ) $ 4,510 $ 7,707 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 6 – Debt Term Loan Facility On July 31, 2018, the Operating Partnership, as borrower, and the Company, as guarantor, entered into a Senior Secured Term Loan Agreement (the “Term Loan Agreement”) providing for a $2.0 billion term loan facility (the “Term Loan Facility”) with Berkshire Hathaway Life Insurance Company of Nebraska (“Berkshire Hathaway”) as lender and Berkshire Hathaway as administrative agent. The Term Loan Facility provided for an initial funding of $1.6 billion at closing and includes a $400.0 million incremental funding facility (the “Incremental Funding Facility”) subject to certain conditions described below. The Term Loan Facility matures on July 31, 2023. Funded amounts under the Term Loan Facility bear interest at an annual rate of 7.0% and unfunded amounts under the Incremental Funding Facility are subject to an annual fee of 1.0% until drawn. The Company prepays the annual fee and amortizes the expense to interest expense on the condensed consolidated statements of operations. As of June 30, 2021, the aggregate principal amount outstanding under the Term Loan Facility was $1.6 billion. The Company’s ability to access the Incremental Funding Facility is subject to (i) the Company achieving rental income from non-Sears Holdings tenants, on an annualized basis (after giving effect to signed not yet open leases (“SNO Leases”) expected to commence rent payment within 12 months) for the fiscal quarter ending prior to the date of incurrence of the Incremental Funding Facility, of not less than $200 million (ii) the Company’s good faith projection that rental income from non-Sears Holdings tenants (after giving effect to SNO Leases expected to commence rent payment within 12 months) for the succeeding four consecutive fiscal quarters (beginning with the fiscal quarter during which the incremental facility is accessed) will be not less than $200 million, and (iii) the repayment by the Operating Partnership of any deferred interest permitted under the amendment to the Term Loan Agreement dated May 5, 2020 (as further described below). The Term Loan Facility is guaranteed by the Company and, subject to certain exceptions, is required to be guaranteed by all existing and future subsidiaries of the Operating Partnership. The Term Loan Facility is secured on a first lien basis by a pledge of the capital stock of the direct subsidiaries of the Operating Partnership and the guarantors, including its joint venture interests, except as prohibited by the organizational documents of such entities or any joint venture agreements applicable to such entities, and contains a requirement to provide mortgages and other customary collateral upon the breach of certain financial metrics described below, the occurrence and continuation of an event of default and certain other conditions set forth in the Term Loan Agreement. During 2019, mortgages were recorded on a majority of the Company’s portfolio and during the six months ended June 30, 2021, mortgages were recorded on the remaining unmortgaged properties in all but three locations. The Term Loan Facility includes certain financial metrics to govern springing collateral requirements and certain covenant exceptions set forth in the Term Loan Agreement, including: (i) a total fixed charge coverage ratio of not less than 1.00 to 1.00 for each fiscal quarter beginning with the fiscal quarter ending September 30, 2018 through the fiscal quarter ending June 30, 2021, and not less than 1.20 to 1.00 for each fiscal quarter thereafter; (ii) an unencumbered fixed charge coverage ratio of not less than 1.05 to 1.00 for each fiscal quarter beginning with the fiscal quarter ending September 30, 2018 through the fiscal quarter ending June 30, 2021, and not less than 1.30 to 1.00 for each fiscal quarter thereafter; (iii) a total leverage ratio of not more than 65%; (iv) an unencumbered ratio of not more than 60%; and (v) a minimum net worth of at least $1.2 billion. Any failure to satisfy any of these financial metrics limits the Company’s ability to dispose of assets via sale or joint venture and triggers the springing mortgage and collateral requirements but will not result in an event of default. The Term Loan Facility also includes certain limitations relating to, among other activities, the Company’s ability to: sell assets or merge, consolidate or transfer all or substantially all of its assets; incur additional debt; incur certain liens; enter into, terminate or modify certain material leases and/or the material agreements for the Company’s properties; make certain investments (including limitations on joint ventures) and other restricted payments; pay distributions on or repurchase the Company’s capital stock; and enter into certain transactions with affiliates. The Term Loan Facility contains customary events of default, including (subject to certain materiality thresholds and grace periods) payment default, material inaccuracy of representations or warranties, and bankruptcy or insolvency proceedings. If there is an event of default, the lenders may declare all or any portion of the outstanding indebtedness to be immediately due and payable, exercise any rights they might have under any of the Term Loan Facility documents, and require the Company to pay a default interest rate on overdue amounts equal to 2.0% in excess of the then applicable interest rate. As of June 30, 2021, the Company was not in compliance with certain of the financial metrics described above. As a result, the Company must receive the consent of Berkshire Hathaway to dispose of assets via sale or joint venture and, as of June 30, 2021, Berkshire Hathaway had provided such consent for all such transactions submitted for approval. There can be no assurance that the lender will consent to future dispositions of assets. The Company believes it is in compliance with all other terms and conditions of the Term Loan Agreement. The Company incurred $2.1 million of debt issuance costs related to the Term Loan Facility which are recorded as a direct deduction from the carrying amount of the Term Loan Facility and amortized over the term of the Term Loan Agreement. As of June 30, 2021 and December 31, 2020, the unamortized balance of the Company’s debt issuance costs were $0.9 million and $1.1 million, respectively. On May 5, 2020, the Operating Partnership and Berkshire Hathaway entered into an amendment to the Term Loan Agreement by and among the Operating Partnership and Berkshire Hathaway as initial lender and administrative agent that permits the deferral of payment of interest under the Term Loan Agreement if, as of the first day of each applicable month, (x) the amount of unrestricted and unencumbered (other than liens created under the Term Loan Agreement) cash on hand of the Operating Partnership and its subsidiaries, minus (y) the aggregate amount of anticipated necessary expenditures for such period (such sum, “Available Cash”) is equal to or less than $30.0 million. In such instances, for each interest period, the Operating Partnership is obligated to make payments of interest in an amount equal to the difference between (i) Available Cash and (ii) $20.0 million (provided that such payment shall not exceed the amount of current interest otherwise due under the Term Loan Agreement). Any deferred interest shall accrue interest at 2.0% in excess of the then applicable interest rate and shall be due and payable on July 31, 2023; provided, that the Operating Partnership is required to pay any deferred interest from Available Cash in excess of $ million (unless otherwise agreed to by the a dministrative a gent under the Term Loan Agreement in its sole discretion). In addition, repayment of any outstanding deferred interest is a condition to any borrowings under the $ million incremental funding facility under the Term Loan Agreement . The Company has paid all interest due under the Term Loan Agreement and has not deferred any interest as permitted under the amendment to the Term Loan Agreement. Additionally, the amendment to the Term Loan Agreement provides that the administrative agent and the lenders express their continued support for asset dispositions, subject to the administrative agent’s right to approve the terms of individual transactions due to the occurrence of a Financial Metric Trigger Event, as such term is defined under the Term Loan Facility. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 – Income Taxes The Company has elected to be taxed as a REIT as defined under Section 856(c) of the Code for federal income tax purposes and expects to continue to operate 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 U.S. 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 U.S. federal income tax at regular corporate rates (including for any taxable year ended on or before December 31, 2017, any applicable alternative minimum tax) and any applicable state and local income taxes. In addition, if the Company fails to qualify as a REIT, it may not be able to qualify as a REIT for four subsequent taxable years in some cases. Even if the Company qualifies for taxation as a REIT, the Company is subject to certain U.S. state, local and Puerto Rico taxes on its income and property, and to U.S. federal income and excise taxes on its undistributed REIT taxable income. The Company’s taxable REIT subsidiaries are subject to U.S. corporate income tax. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
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. Assets Measured at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis on our condensed consolidated balance sheets consist of real estate assets that have been written down to estimated fair value and are classified as Level 3 within the fair value hierarchy. The Company’s estimates of fair value are determined using discounted cash flow models, which consider, among other things, anticipated holding periods, current market conditions, potential development projects and utilize unobservable quantitative inputs, including appropriate capitalization and discount rates. In addition, signed contracts or letters of intent from third parties are considered. During the three and six months ended June 30, 2021, in accordance with ASC 360-10, Property, Plant and Equipment resulted from the Company’s decision to monetize additional assets through sales or development joint ventur es . Impairment losses of $ 1.8 million were recognized for the three and six months ended June 30, 2020. The fair value estimates used to determine the impairment charges were determined primarily by discounted cash flow analyses, market comparable data, and/or third-party appraisals, as applicable. The cash flows utilized in such analyses are comprised of unobservable inputs which include, among other things, estimated revenue and expense growth rates, discount rates and capitalization rates based upon market conditions and future expectations. The capitalization rates and discount rates used in the analysis ranged from 8.0% and 12.0%. Comparable data utilizes comparable sales, listings and sales contracts which are subject to judgment as to comparability to the valued property. Because of these inputs, we have determined that the fair values of these properties are classified within Level 3 of the fair value hierarchy. Financial Assets and Liabilities not Measured at Fair Value Financial assets and liabilities that are not measured at fair value on the condensed consolidated balance sheets include cash equivalents and the term loan facility. The fair value of cash equivalents and restricted cash are classified as Level 1 and the fair value of term loan facility is classified as Level 2. Cash equivalents and restricted cash are carried at cost, which approximates fair value. The fair value of debt obligations is calculated by discounting the future contractual cash flows of these instruments using current risk-adjusted rates available to borrowers with similar credit ratings. As of June 30, 2021 and December 31, 2020, the estimated fair values of the Company’s debt obligations were $1.7 billion and $1.6 billion, respectively, which approximated the carrying value at such dates as the current risk-adjusted rate approximates the stated rates on the Company’s debt obligations. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
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 2027. Insurance premiums are charged directly to each of the properties. The Company will be responsible for deductibles and losses in excess of insurance coverage, which could be material. The Company continues to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism. However, the Company cannot anticipate what coverage will be available on commercially reasonable terms in the future. Environmental Matters Under various federal, state and local laws, ordinances and regulations, the Company may be considered an owner or operator of real property or may have arranged for the disposal or treatment of hazardous or toxic substances. As a result, the Company may be liable for certain costs including removal, remediation, government fines and injuries to persons and property. Under the Original Master Lease and the Holdco Master Lease, Holdco is required to indemnify the Company from certain environmental liabilities at the Wholly Owned Properties before or during the period in which each Wholly Owned Property was leased to Holdco, including removal and remediation of all affected facilities and equipment constituting the automotive care center. In addition, an environmental reserve was funded at the closing of the transactions in connection with the Company commencing operations in the amount of approximately $12.0 million. As of June 30, 2021 and December 31, 2020, the balance of the environmental reserve was approximately $9.5 million and $9.5 million, respectively, and is included in accounts payable, accrued expenses and other liabilities in the condensed consolidated balance sheets. Litigation and Other Matters In accordance with accounting standards regarding loss contingencies, the Company accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated, and the Company discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued or discloses the fact that such a range of loss cannot be estimated. The Company does not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. On April 18, 2019, at the direction of the Restructuring Sub-Committee of the Restructuring Committee of the Board of Directors of Sears Holdings, Sears Holdings, Sears, Roebuck & Co., Sears Development Co., Kmart Corporation, and Kmart of Washington, LLC filed a lawsuit (the “Litigation”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) against, among others, Edward S. Lampert, ESL Investments, Inc. and certain of its affiliates and investors, Fairholme Capital Management, L.L.C., certain members of the Sears Holdings board of directors, and the Company, the Operating Partnership, and certain of our affiliates and subsidiaries (the Company, the Operating Partnership, and certain of our affiliates and subsidiaries collectively, the “Seritage Defendants”). The Litigation is dual captioned as In re: Sears Holdings Corporation, et al., Case No. 18-23538 (RDD) and Sears Holdings Corporation et al., v. Lampert et al., Case No. 19-08250 (RDD). The Litigation alleges, among other things, that certain transactions undertaken by Sears Holdings since 2011 constituted actual and/or constructive fraudulent transfers and/or illegal dividends by Sears Holdings. The challenged transactions include the July 2015 transactions giving rise to Seritage, the execution of the Original Master Lease with Sears Holdings, and the acquisition of real estate from Sears Holdings. The Litigation alleges, among other things, that the real estate acquired by Seritage from Sears Holdings in July 2015 was worth at least $649 to $749 million more than the purchase price paid. The Litigation seeks as relief, among other things, declaratory relief, avoidance of the allegedly actual and/or constructive fraudulent transfers and either (i) rescission of the transfers of real estate from Sears Holdings to Seritage in 2015 and return of the proceeds of the transactions between Sears Holdings and Seritage, or, in the alternative, (ii) payment by Seritage to Sears Holdings of damages at least equal to the value of the transferred property. On October 15, 2019, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Modified Second Amended Joint Chapter 11 Plan of Sears Holdings and its affiliated debtors (the “Chapter 11 Plan”). Pursuant to the terms of the Confirmation Order, upon the effective date of the Chapter 11 Plan, a liquidating trust will be formed, and the Litigation will vest in the liquidating trust. The Confirmation Order further provides that, prior to the effective date of the Chapter 11 Plan and the formation of the liquidating trust, the Litigation shall be controlled by five litigation designees selected by Sears Holdings and the Unsecured Creditors’ Committee (the “UCC”). For further information, refer to the Chapter 11 Plan, Confirmation Order and liquidating trust agreement, each of which has been publicly filed with the Bankruptcy Court. On February 21, 2020, the Seritage defendants filed a partial motion to dismiss seeking dismissal of the claims in the operative complaint in the Litigation relating to the release received in the Sears Holdings derivative litigation, unjust enrichment, and equitable subordination. Briefing and oral argument on the motions have been completed, and the parties are awaiting a decision. On March 15, 2021, the Court consolidated the Litigation with a case captioned Sears Holding Corp. et al. v. Andrew H. Tish, et al., Case No. 20-07007 (RDD) (the “Shareholder Litigation,” and, together with the Litigation, the “Consolidated Litigation”). The Shareholder Litigation was brought by the UCC, Sears Holdings Corporation, and Sears, Roebuck and Co., against certain shareholders of Sears Holdings or its related companies. Seritage was not named as a defendant in the Shareholder Litigation, which alleges, among other things, that certain transactions undertaken by Sears Holdings since 2014 (including the July 2015 transactions giving rise to Seritage, the execution of the Original Master Lease with Sears Holdings, and the acquisition of real estate from Sears Holdings) constituted actual and/or constructive fraudulent transfers and/or illegal dividends. The Company believes that the claims against the Seritage Defendants in the Consolidated Litigation are without merit and intends to defend against them vigorously. In addition to the litigation described above, the Company is subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business and due to the current environment. While the resolution of such matters cannot be predicted with certainty, management believes, based on currently available information, that the final outcome of such matters will not have a material effect on the condensed consolidated financial position, results of operations, cash flows or liquidity of the Company. As of June 30, 2021, and December 31, 2020, the Company did not record any amounts for litigation or other matters. |
Related Party Disclosure
Related Party Disclosure | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Disclosure | Note 10 – Related Party Disclosure Edward S. Lampert Edward S. Lampert is the Chairman and Chief Executive Officer of ESL, which owns Holdco, and was Chairman of Sears Holdings. Mr. Lampert is also the Chairman of Seritage. As of June 30, 2021, Mr. Lampert beneficially owned a 23.6% interest in the Operating Partnership and approximately 9.5% of the outstanding Class A common shares. Subsidiaries of Holdco, as lessees, and subsidiaries of the Company, as lessors, were parties to the Holdco Master Lease and subsidiaries of Sears Holdings, as lessees, and subsidiaries of the Company, as lessors, were parties to the Original Master Lease (see Note 5). Unconsolidated Entities Certain unconsolidated entities have engaged the Company to provide management, leasing, construction supervision and development services at the properties owned by the unconsolidated entities. Refer to Note 2 for the Company’s accounting policies. In addition, as of June 30 , 2021 , the Company had incurred $ 0.2 million of development expenditures at properties owned by certain unconsolidated entities for which the Company will be repaid by the respective unconsolidated entities . These amounts are included in tenant and other receivables, net on the Company’s condensed consolidated balance sheets. As of December 31, 20 20 , the Company had incurred $ 5.0 million of such development expenditures . |
Non-Controlling Interests
Non-Controlling Interests | 6 Months Ended |
Jun. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | Note 11 – Non-Controlling Interests Partnership Agreement On July 7, 2015, Seritage and ESL entered into the agreement of limited partnership of the Operating Partnership which was amended and restated on December 14, 2017. Pursuant to this partnership agreement, as the sole general partner of the Operating Partnership, Seritage exercises exclusive and complete responsibility and discretion in its day-to-day management, authority to make decisions, and control of the Operating Partnership, and may not be removed as general partner by the limited partners. As of June 30, 2021, the Company held a 76.4% interest in the Operating Partnership and ESL held a 23.6% 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, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | Note 12 – Shareholders’ Equity Class A Common Shares As of June 30, 2021, 42,795,267 Class A common shares were issued and outstanding. Class A shares have a par value of $0.01 per share. During the six months ended June 30, 2021, 3,811,865 Operating Partnership Units (“OP Units”) were issued and exchanged for an equal number of Class A shares. Class B Non-Economic Common Shares As of June 30, 2021, there were no Class B non-economic common shares issued and outstanding. Series A Preferred Shares In December 2017, the Company issued 2,800,000 7.00% Series A Cumulative Redeemable Preferred Shares (the “Series A Preferred Shares”) in a public offering at $25.00 per share. The Company received net proceeds from the offering of approximately $66.4 million, after deducting payment of the underwriting discount and offering expenses. The Company may not redeem the Series A Preferred Shares before December 14, 2022 except to preserve its status as a REIT or upon the occurrence of a Change of Control, as defined in the trust agreement addendum designating the Series A Preferred Shares. On and after December 14, 2022, the Company may redeem any or all of the Series A Preferred Shares at $25.00 per share plus any accrued and unpaid dividends. In addition, upon the occurrence of a Change of Control, the Company may redeem any or all of the Series A Preferred Shares for cash within 120 days after the first date on which such Change of Control occurred at $25.00 per share plus any accrued and unpaid dividends. The Series A Preferred Shares have no stated maturity, are not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company redeems or otherwise repurchases them or they are converted. Dividends and Distributions The Company’s Board of Trustees has not declared dividends on the Company’s Class A common shares during 2021 or 2020. The Company’s Board of Trustees declared the following dividends on preferred shares during 2021 and 2020: Series A Declaration Date Record Date Payment Date Preferred Share 2021 July 27 September 30 October 15 $ 0.43750 April 27 June 30 July 15 0.43750 February 23 March 31 April 15 0.43750 2020 December 17 December 31 January 15, 2021 $ 0.43750 September 17 September 30 October 15 0.43750 June 9 June 30 July 15 0.43750 February 18 March 31 April 15 0.43750 As previously disclosed, the Company declared a dividend on the Company’s Class A common shares for the first quarter of 2019 and has not declared dividends on the Company’s Class A common shares since that time, based on our Board of Trustees’ assessment of the Company’s investment opportunities and its expectations of taxable income for the remainder of 2021. The Company intends to, at a minimum, make distributions to its shareholders to comply with the REIT requirements of the Code, which may be satisfied by dividends on the Company’s Series A Preferred Shares. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Note 13 – Earnings per Share The table below provides a reconciliation of net income (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. (in thousands except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator - Basic and Diluted Net income (loss) (95,304 ) 104 (106,237 ) (30,871 ) Net income attributable to non-controlling interests 22,464 (32 ) 25,677 10,279 Preferred dividends (1,225 ) (1,225 ) (2,450 ) (2,450 ) Net loss attributable to common shareholders - Basic and diluted $ (74,065 ) $ (1,153 ) $ (83,010 ) $ (23,042 ) Denominator - Basic and Diluted Weighted average Class A common shares outstanding 42,772 38,634 41,134 37,933 Weighted average Class A common shares outstanding - Basic 42,772 38,634 41,134 37,933 Restricted shares and share units — — — — Weighted average Class A common shares outstanding - Diluted 42,772 38,634 41,134 37,933 Net loss per share attributable to Class A common shareholders - Basic $ (1.73 ) $ (0.03 ) $ (2.02 ) $ (0.61 ) Net loss per share attributable to Class A common shareholders - Diluted $ (1.73 ) $ (0.03 ) $ (2.02 ) $ (0.61 ) No adjustments were made to the numerator for the three and six months ended June 30, 2021 and 2020 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, 2021 and 2020 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, 2021 and December 31, 2020, there were 178,419 and 157,465 shares, respectively, of non-vested restricted shares outstanding. |
Share Based Compensation
Share Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share Based Compensation | Note 14 – Share-Based Compensation On July 7, 2015, the Company adopted the Seritage Growth Properties 2015 Share Plan (the “Plan”). The number of shares of common stock reserved for issuance under the Plan is 3,250,000. The Plan provides for grants of restricted shares, share units, other share-based awards, options, and share appreciation rights, each as defined in the Plan (collectively, the “Awards”). Directors, officers, other employees, and consultants of the Company and its subsidiaries and affiliates are eligible for Awards. Restricted Shares and Share Units Pursuant to the Plan, the Company has periodically made grants of restricted shares or share units. The vesting terms of these grants are specific to the individual grant and vary in that a portion of the restricted shares and share units vest in equal annual amounts over the subsequent three years (time-based vesting) and a portion of the restricted shares and share units vest on the third, and in some instances, the fourth anniversary of the grants subject to the achievement of certain performance criteria (performance-based and market-based vesting). In general, participating employees are required to remain employed for vesting to occur (subject to certain limited exceptions). Restricted shares and share units that do not vest are forfeited. Dividends on restricted shares and share units with time-based vesting are paid to holders of such shares and share units and are not returnable, even if the underlying shares or share units do not ultimately vest. Dividends on restricted shares and share units with performance-based vesting are accrued when declared and paid to holders of such shares on the third , and in some instances, the fourth See Note 2 for valuation information related to the grants of the awards that are subject to market-based vesting conditions. The following table summarizes restricted share activity for the six months ended June 30, 2021: Six Months Ended June 30, 2021 Weighted- Average Grant Shares Date Fair Value Unvested restricted shares at beginning of period 157,465 $ 38.73 Share units granted 189,349 21.39 Restricted shares vested (143,899 ) 37.30 Restricted shares forfeited (24,496 ) 30.36 Unvested restricted shares at end of period 178,419 22.63 The Company recognized $0.1 million and $0.6 million in compensation expense related to the restricted shares for the three months ended June 30, 2021 and 2020, respectively and $1.0 million and $1.8 million for the six months ended June 30, 2021 and 2020, respectively. Compensation expenses related to the restricted shares are included in general and administrative expenses on the Company’s condensed consolidated statements of operations. As of June 30, 2021, there were approximately $3.8 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 2.3 years. As of June 30, 2020, there were approximately $7.3 million of total unrecognized compensation costs related to the outstanding restricted shares which were expected to be recognized over a weighted-average period of approximately 1.9 years. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
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 year ended December 31, 2020. Certain footnote disclosures which would substantially duplicate those contained in our Annual Report have been condensed or omitted from this quarterly report. In the opinion of management, all adjustments necessary for a fair presentation (which include only normal recurring adjustments) have been included in this quarterly report. Operating results for the three and six months ended June 30, 2021 may not be indicative of the results that may be expected for any other interim period or for the year ending December 31, 2021. Capitalized terms used, but not defined in this quarterly report, have the same meanings as set forth in our Annual Report. The accompanying condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of the Company, the Operating Partnership, each of their wholly-owned subsidiaries, and all other entities in which the Company has a controlling financial interest. For entities that meet the definition of a variable interest entity (“VIE”), the Company consolidates those entities when the Company is the primary beneficiary of the entity. The Company is determined to be the primary beneficiary when it possesses both the unilateral power to direct activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company continually evaluates whether it qualifies as the primary beneficiary and reconsiders its determination of whether an entity is a VIE upon reconsideration events. As of June 30, 2021 and December 31, 2020, the Company has several unconsolidated VIEs and does not consolidate these entities because the Company is not the primary beneficiary. All intercompany accounts and transactions have been eliminated. As of June 30, 2021, the Company holds a 76.4% interest in the Operating Partnership and is the sole general partner which gives the Company exclusive and complete responsibility for the day-to-day management, authority to make decisions, and control of the Operating Partnership. As of August 5, 2021, the Company holds a 77.9% interest in the Operating Partnership. The Company has determined 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. The Company consolidates its interest in the Operating Partnership. The assets and liabilities of the Operating Partnership are the same as those of the Company and are presented in the condensed consolidated balance sheets. To the extent such variable interests are in entities that are not evaluated under the VIE model, the Company evaluates its interests using the voting interest entity model. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The most significant assumptions and estimates relate to real estate impairment assessments and assessing the recoverability of accounts receivable. These estimates are based on historical experience and other assumptions which management believes are reasonable under the circumstances. Management evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from these estimates. |
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: Buildings: 25 – 40 years Site improvements: 5 – 15 years Tenant improvements: shorter of the estimated useful life or non-cancelable term of lease The Company amortizes identified intangibles that have finite lives over the period they are expected to contribute directly or indirectly to the future cash flows of the property or business acquired, generally the remaining non-cancelable term of a related lease. The Company, on a periodic basis, assesses whether there are indicators, including macroeconomic conditions, that the value of the real estate assets may be impaired. If an indicator is identified, management will estimate the real estate asset recoverability based on projected operating cash flows (undiscounted and unleveraged), taking into account the anticipated holding period and capitalization rates, to determine if the undiscounted cash flows are less than a real estate asset’s carrying value. If the carrying value of an asset exceeds the undiscounted cash flows, an analysis is performed to determine the estimated fair value of the real estate asset. In estimating the fair value of an asset, various factors are considered, including expected future operating income, trends and leasing prospects and the effects of demand, competition, and other economic factors such as discount rates and market comparables. Changes in any estimates and/or assumptions, including the anticipated holding period, could have a material impact on the projected operating cash flows. If management determines that the carrying value of a real estate asset is impaired, a loss will be recorded for the excess of its carrying amount over its estimated fair value. Real Estate Dispositions When the Company disposes of all or a portion of a real estate asset, it recognizes a gain or loss on sale of real estate as the difference between the carrying value and consideration received. Consideration consists of cash proceeds received and in certain circumstances, non-cash consideration which is typically in the form of equity and is reported in unconsolidated entities on the Company’s condensed consolidated statements of operations. For more information on the Company’s unconsolidated entity transactions refer to Note 4. The following table summarizes our gain on sale of real estate, net during the three and six months ended June 30, 2021 and June 30, 2020 (in millions): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Dispositions to third parties Gross proceeds $ 80.0 $ 98.6 $ 126.9 $ 158.9 Gain on sale of real estate, net 18.1 53.9 42.3 74.7 |
Real Estate Held for Sale | Real Estate Held for Sale When a real estate asset is identified by management as held for sale, the Company ceases depreciation of the asset and estimates its fair value, net of estimated costs to sell. If the estimated fair value, net of estimated costs to sell, of an asset is less than its net carrying value, an adjustment is recorded to reflect the estimated fair value. Properties classified as real estate held for sale generally represent properties that are under contract for sale and are probable to close within a year. In evaluating whether a property meets the held for sale criteria, the Company makes a determination as to the point in time that it is probable that a sale will be consummated. Given the nature of all real estate sales contracts, it is not unusual for such contracts to allow potential buyers a period of time to evaluate the property prior to formal acceptance of the contract. In addition, certain other matters critical to the final sale, such as financing arrangements, often remain pending even upon contract acceptance. As a result, properties under contract may not close within the expected time period or at all. As of June 30, 2021, four properties were classified as held for sale with assets of $30.9 million and no liabilities, and, as of December 31, 2020, one property was classified as held for sale with assets of $1.9 million and no liabilities. |
Investments in Unconsolidated Joint Ventures | Investments in Unconsolidated Entities The Company accounts for its investments in unconsolidated entities using the equity method of accounting as the Company exercises significant influence but does not have a controlling financial interest. These investments are initially recorded at cost and are subsequently adjusted for cash contributions, cash distributions, and earnings which are recognized in accordance with the terms of the applicable agreement. On a periodic basis, management assesses whether there are indicators, including the operating performance of the underlying real estate and general market conditions which include macroeconomic conditions, that the value of the Company’s investments in unconsolidated entities may be impaired. An investment’s value is impaired if management’s estimate of the fair value of the Company’s investment is less than its carrying value and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over its estimated fair value. No such impairment losses were recognized for the three and six months ended June 30 , 20 2 1 and 20 20 . |
Restricted Cash | Restricted Cash |
Rental Revenue Recognition and Tenant Receivables | Rental Revenue Recognition and Tenant Receivables Rental income is comprised of base rent and reimbursements of property operating expenses. The Company commences rental revenue recognition when the lessee takes control of the physical use of the leased asset based on evaluation of several factors. Base rent is recognized on a straight-line basis over the non-cancelable terms of the related leases. For leases that have fixed and measurable base rent escalations, the difference between such rental income earned and the cash rent due under the provisions of the lease is recorded as straight-line rent receivable and included as a component of tenant and other receivables on the condensed consolidated balance sheets. Reimbursement of property operating expenses arises from tenant leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes of the respective property. This revenue is accrued in the same periods as the expenses are incurred. The Company periodically reviews its receivables for collectability, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located. Tenant receivables, including receivables arising from the straight-lining of rents, are written-off directly when management deems that the collectability of substantially all future lease payments from a specified lease is not probable of collection, at which point, the Company will begin recognizing revenue on a cash basis, based on actual amounts received. Any receivables that are deemed to be uncollectable are recognized as a reduction to rental income in the Company’s condensed consolidated statements of operations. If future circumstances change such that the Company believes that it is reasonably certain that the Company will collect all rental income remaining on such leases, the Company will resume accruing rental income and recognize a cumulative catch up for previously written-off receivables. The Company also recognizes a general reserve, as a reduction to rental income, for its portfolio of operating lease receivables which are not expected to be fully collectable. The Company recorded an increase to rental income of $0.8 million and a reduction to rental income of $3.3 million during the three months ended June 30, 2021 and 2020, respectively, as a result of the Company’s evaluation of collectability. The Company recorded an increase to rental income of $1.0 million and a reduction to rental income of $3.8 million during the six months ended June 30, 2021 and 2020, respectively. In addition, the Company also recorded income of previously reserved straight-line rent of $0.5 million and a reduction of income of previously recorded straight-line rent of $0.5 million for the three and six months ended June 30, 2021, respectively. Reversals of $4.7 million were recorded for the three and six months ended June 30, 2020. During the three and six months ended June 30, 2021, the Company recorded an increase to rental income of $0.4 million and $0.5 million related to the allowance for deferral agreements. Due to the COVID-19 pandemic, the Company has entered into amendments to existing leases with certain tenants (the “Rent Deferral Agreements”), that provide for the deferral of all or some portion of rental payments due during the period which such tenant was affected by the COVID-19 pandemic (“Deferred Rent”). The Rent Deferral Agreements typically provide for repayment of the Deferred Rent within six to twelve months following the end of the rent deferral period and, in many instances, waive certain other conditions in favor of the Company while Deferred Rent is outstanding. Deferred Rent generally becomes immediately due and payable under the Rent Deferral Agreements if the tenant does not make the minimum contractual payments or otherwise defaults on the lease. We recognize lease concessions related to the COVID-19 pandemic such as rent deferrals and abatements in accordance with the Lease Modification Q&A issued by the Financial Standards Accounting Board, (“FASB”), in April 2020, which provides entities with the option to elect to account for lease concessions as though the enforceable rights and obligations existed in the original lease. As a result, the Company has not adjusted accrued rental revenues or the portion of accrued rental revenues related to the straight-line method for the portion which has been deferred. When the Deferred Rents are repaid, the Company will relieve the accrual in tenant and other receivables. In leasing tenant space, the Company may provide funding to the lessee through a tenant allowance. In accounting for a tenant allowance, the Company will determine whether the allowance represents funding for the construction of leasehold improvements and evaluate the ownership of such improvements. If the Company is considered the owner of the improvements for accounting purposes, the Company will capitalize the amount of the tenant allowance and depreciate it over the shorter of the useful life of the improvements or the related lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Company is not considered the owner of the improvements for accounting purposes, the allowance is considered a lease incentive and is recognized over the lease term as a reduction of rental revenue on a straight-line basis. |
Tenant and Other Receivables | Tenant and Other Receivables Tenant and other receivables includes unpaid amounts billed to tenants, accrued revenues for future billings to tenants for property expenses, and amounts arising from the straight-lining of rent, as discussed above. Tenant and other receivables also include management fees receivable for services performed for the benefit of certain unconsolidated entities. In the event that the collectability of a management fee receivable is in doubt, a provision for uncollectible amounts will be established or a direct write-off of the specific receivable will be made. |
Management and Other Fee Income | Management and Other Fee Income Management and other fee income represents property management, construction, leasing and development fees for services performed for the benefit of certain unconsolidated entities. Property management fee income is reported at 100% of the revenue earned from such unconsolidated properties in management and other fee income on the condensed consolidated statements of operations. The Company’s share of management expenses incurred by the unconsolidated entities is reported in equity in loss of unconsolidated entities on the condensed consolidated statements of operations and in other expenses in the combined financial data in Note 4. Leasing and development fees are initially reported at the portion of revenue earned attributable to outside ownership of the related unconsolidated entities. The Company’s share in leasing and development fee income is recognized over the useful life of the associated development project, in the case of development fees, or lease term, in the case of leasing fees, as the associated asset is depreciated over the same term and included in equity in loss of unconsolidated entities on the condensed consolidated statements of operations and in other expenses in the combined financial data in Note 4. Management determined that property and asset management and construction and development management services each represent a series of stand-ready performance obligations satisfied over time with each day of service being a distinct performance obligation. For property and asset management services, the Company is typically compensated for its services through a monthly management fee earned based on a specified percentage of monthly rental income or rental receipts generated from the property under management. For construction and development services, the Company is typically compensated for planning, administering and monitoring the design and construction of projects within our unconsolidated entities based on a percentage of project costs or a fixed fee. Revenues from such management contracts are recognized over the life of the applicable contract. Conversely, leasing services are considered to be performance obligations, satisfied as of a point in time. The Company’s leasing fee is typically paid upon the occurrence of certain contractual event(s) that may be contingent and the pattern of revenue recognition may differ from the timing of payment. For these services, the obligations are typically satisfied at lease execution and tenant opening date, and revenue is recognized in accordance with the related agreement at the point in time when the obligation has been satisfied. |
Concentration of Credit Risk | Concentration of Credit Risk Concentrations of credit risk arise when a number of operators, tenants, or obligors related to the Company’s investments are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. Management believes the Company’s portfolio is reasonably diversified and does not contain any significant concentrations of credit risk. As of June 30, 2021, the Company’s portfolio of 147 Wholly Owned Properties and 25 Unconsolidated Properties was diversified by location across 39 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 (loss) per share amounts are the same for Class A and Class C common shares because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation. As of August 29, 2018, all outstanding Class C common shares had been exchanged for Class A common shares and there are currently no Class C common shares outstanding. Class B non-economic common shares are excluded from earnings per share computations as they do not have economic rights. As of December 31, 2020, all outstanding Class B common shares have been surrendered and there are currently no Class B common shares outstanding. All outstanding non-vested shares that contain non-forfeitable rights to dividends are considered participating securities and are included in computing earnings per share pursuant to the two-class method which specifies that all outstanding non-vested share-based payment awards that contain non-forfeitable rights to distributions are considered participating securities and should be included in the computation of earnings per share. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company has not adopted any Accounting Standards Updates (“ASUs”) issued by the FASB during the three and six months ended June 30, 2021. Any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they either are not applicable to the Company, or they are not expected to have a material effect on the unaudited condensed consolidated financial statements of the Company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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: Buildings: 25 – 40 years Site improvements: 5 – 15 years Tenant improvements: shorter of the estimated useful life or non-cancelable term of lease |
Schedule Of Gain On Sale Of Real Estate | The following table summarizes our gain on sale of real estate, net during the three and six months ended June 30, 2021 and June 30, 2020 (in millions): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Dispositions to third parties Gross proceeds $ 80.0 $ 98.6 $ 126.9 $ 158.9 Gain on sale of real estate, net 18.1 53.9 42.3 74.7 |
Lease Intangible Assets and L_2
Lease Intangible Assets and Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Real Estate [Abstract] | |
Summary of Lease Intangible Assets | The following tables summarize the Company’s lease intangible assets (acquired in-place leases, above-market leases and below-market ground leases) and liabilities (acquired below-market leases, which is included in accounts payable, accrued expenses and other liabilities on the consolidate balance sheets), net of accumulated amortization, as of June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 Gross Accumulated Lease Intangible Assets Asset Amortization Balance In-place leases, net $ 32,571 $ (17,340 ) $ 15,231 Above-market leases, net 3,925 (2,316 ) $ 1,609 Total $ 36,496 $ (19,656 ) $ 16,840 December 31, 2020 Gross Accumulated Lease Intangible Assets Asset Amortization Balance In-place leases, net $ 73,169 $ (56,369 ) $ 16,800 Above-market leases, net 4,139 (2,344 ) 1,795 Total $ 77,308 $ (58,713 ) $ 18,595 |
Summary of Lease Intangible Liabilities | Gross Accumulated Lease Intangible Liabilities Liability Amortization Balance Below-market leases, net $ 6,626 $ (2,666 ) $ 3,960 Total $ 6,626 $ (2,666 ) $ 3,960 Gross Accumulated Lease Intangible Liabilities Liability Amortization Balance Below-market leases, net $ 6,626 $ (2,440 ) $ 4,186 Total $ 6,626 $ (2,440 ) $ 4,186 |
Schedule of Future Amortization of Acquired Leases | Future amortization of these leases intangibles is set forth below (in thousands): Below market leases, net Below market ground lease In-place leases Remainder of 2021 $ (10 ) $ 101 $ 1,472 2022 (43 ) 203 2,787 2023 6 203 1,921 2024 27 203 1,385 2025 97 203 1,077 2026 190 203 724 Thereafter 2,084 9,433 5,866 |
Investments in Unconsolidated_2
Investments in Unconsolidated Entities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Summary of Company's Investments in Unconsolidated Entities | As of June 30, 2021, the Company had investments in ten unconsolidated entities as follows: Seritage % # of Total Unconsolidated Entities Entity Partner(s) Ownership Properties GLA GS Portfolio Holdings II LLC ("GGP I JV") Brookfield Properties Retail (formerly GGP Inc.) 50.0% 4 520,400 GS Portfolio Holdings (2017) LLC ("GGP II JV") Brookfield Properties Retail (formerly GGP Inc.) 50.0% 3 474,100 MS Portfolio LLC ("Macerich JV") The Macerich Company 50.0% 7 1,266,600 SPS Portfolio Holdings II LLC ("Simon JV") Simon Property Group, Inc. 50.0% 5 872,200 Mark 302 JV LLC ("Mark 302 JV") An investment fund managed by Invesco Real Estate 50.0% 1 103,000 SI UTC LLC ("UTC JV") A separate account advised by Invesco Real Estate 50.0% 1 226,200 SF WH Joint Venture LLC ("West Hartford JV") An affiliate of First Washington Realty 50.0% 1 163,700 GGCAL SRG HV LLC ("Cockeysville JV") An affiliate of Greenberg Gibbons 50.0% 1 160,200 Tech Ridge JV Holding LLC ("Tech Ridge JV") An affiliate of RD Management 50.0% 1 — J&J Baldwin Park LLC ("Carson Investment") An affiliate of NewMark Merrilll Companies and other entities 20.0% 1 182,200 25 3,968,600 |
Summary of Properties Contributed In Unconsolidated Entities | June 30, 2021 Unconsolidated Entities Contribution Date Contribution Value Gain (Loss) 2018 Mark 302 JV (1) March 20, 2018 $ 60.0 $ 8.8 2019 Cockeysville JV (2) March 29, 2019 $ 12.5 $ 3.8 Tech Ridge JV (3) September 27, 2019 3.0 0.1 (1) The Mark 302 JV is subject to a revaluation upon the earlier of the first anniversary of project stabilization or December 31, 2020. The primary inputs in determining the Contribution Value for the Mark 302 JV are property operating income based on signed leases and total project costs and the Contribution Value will be recalculated to yield a pre-determined rate of return to the investment fund managed by Invesco Real Estate. The Contribution Value cannot be more than $105.0 million or less than $60.0 million, and the Gain (Loss) will not be more than $53.8 million or less than $8.8 million. During the year ended December 31, 2020 the Company adjusted the Contribution Value down to $60.0 million and reduced the Gain (Loss) by $30.0 million which is included in gain on sale of real estate on the consolidated statements of operations. The Company also recorded a $15.0 million reduction to the Mark 302 JV investment value and a $15.0 million payable related to the amounts due to its partner which is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets. In addition, 2020, the Company and its partner entered into an agreement to extend the revaluation date for the Mark 302 JV to September 30, 2021. Pursuant to the terms of this agreement, the Company will pay its partner a fee of $1.1 million and the Contribution Value cannot be more than $90.0 million or less than $60.0 million. The Company will continue to re-evaluate the expected amount on a periodic basis through the final determination date. ( 2 ) The Cockeysville JV is subject to revaluation if an affiliate of Greenberg Gibbons contributes another adjacent parcel of land (the “Additional Land Parcel”) to the joint venture which was conditioned on certain milestones being met with respect to entitling the Additional Land Parcel for residential use. The Additional Land Parcel has been entitled for residential use. The Company has not reflected the contribution value of the Additional Land Parcel in the value of its investment in the Cockeysville JV based on uncertainty related to a potential alternative transaction with respect to the Additional Land Parcel. The Company will record an increased investment in the Cockeysville JV and additional gain in an amount equal to 50% of the fair value of the Additional Land Parcel at the earlier of when it becomes probable that the Additional Land Parcel will be contributed or upon an alternate outcome. ( 3 ) The Tech Ridge JV is subject to a revaluation primarily based upon the number of residential units constructed by the Tech Ridge JV. The Contribution Value cannot be less than $2.75 million. |
Summary of Combined Condensed Financial Data of Unconsolidated Entities | The following tables present combined condensed financial data for the Company’s unconsolidated entities (in thousands): June 30, 2021 December 31, 2020 ASSETS Investment in real estate Land $ 318,540 $ 318,540 Buildings and improvements 508,408 492,973 Accumulated depreciation (94,107 ) (81,730 ) 732,841 729,783 Construction in progress 218,558 222,663 Net investment in real estate 951,399 952,446 Cash and cash equivalents 26,418 16,094 Tenant and other receivables, net 3,031 4,104 Other assets, net 74,995 62,882 Total assets $ 1,055,843 $ 1,035,526 LIABILITIES AND MEMBERS' INTERESTS Liabilities Mortgage loans payable, net $ 34,858 $ 34,672 Accounts payable, accrued expenses and other liabilities 39,518 48,405 Total liabilities 74,376 83,077 Members' Interest Additional paid in capital 988,305 964,868 Retained earnings (accumulated deficit) (6,838 ) (12,419 ) Total members' interest 981,467 952,449 Total liabilities and members' interest $ 1,055,843 $ 1,035,526 Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Total revenue $ 6,526 $ 4,976 $ 14,255 $ 10,317 Property operating expenses (2,834 ) (1,949 ) (5,413 ) (4,686 ) Depreciation and amortization (6,563 ) (5,192 ) (13,044 ) (8,879 ) Operating loss (2,870 ) (2,165 ) (4,201 ) (3,248 ) Other expenses (1,676 ) (478 ) (2,719 ) (967 ) Net loss $ (4,546 ) $ (2,643 ) $ (6,920 ) $ (4,215 ) Equity in loss of unconsolidated entities (1) $ (2,327 ) $ (1,322 ) $ (3,489 ) $ (2,108 ) (1) Equity in loss of unconsolidated entities on the condensed consolidated statements of operations includes basis difference adjustments |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Receipts excluding Variable Payments and Tenant Reimbursements of Expenses Under Non-cancelable Operating Leases | Future minimum rental receipts, excluding variable payments and tenant reimbursements of expenses, under non-cancelable operating leases executed as of June 30, 2021 are approximately as follows: (in thousands) June 30, 2021 Remainder of 2021 $ 44,202 2022 87,019 2023 80,320 2024 76,980 2025 76,247 2026 71,592 Thereafter 356,008 Total $ 792,368 |
Components of Lease Revenues | The components of lease revenues for the three and six months ended June 30, 2021 and 2020 were as follows: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Fixed rental income $ 23,135 $ 23,151 $ 45,407 $ 50,799 Variable rental income 3,222 1,154 12,268 9,219 Total rental income $ 26,357 $ 24,305 $ 57,675 $ 60,018 |
Information Related to Measurement of Lease Liabilities | The following table sets forth information related to the measurement of our lease liabilities as of June 30, 2021: As of June 30, 2021 Weighted average remaining lease term (in years) 10.90 Weighted average discount rate 6.98 % Cash paid for operating leases (in thousands) $ 958 |
Schedule of Future Sale-Leaseback Financing Obligations | Future sale-leaseback financing obligations as of June 30, 2021 are approximately as follows: (in thousands) June 30, 2021 Remainder of 2021 $ 723 2022 1,464 2023 1,486 2024 1,508 2025 1,531 2026 1,554 Thereafter 34,022 Interest (21,680 ) Total $ 20,608 |
Summary of Revenue from Master Lease | (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Fixed rental income $ - $ - $ - $ 4,288 Variable rental income - (420 ) 4,510 3,419 Total rental income $ - $ (420 ) $ 4,510 $ 7,707 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Series A Preferred Shares [Member] | |
Class of Stock [Line Items] | |
Summary of Dividends and Distributions | The Company’s Board of Trustees declared the following dividends on preferred shares during 2021 and 2020: Series A Declaration Date Record Date Payment Date Preferred Share 2021 July 27 September 30 October 15 $ 0.43750 April 27 June 30 July 15 0.43750 February 23 March 31 April 15 0.43750 2020 December 17 December 31 January 15, 2021 $ 0.43750 September 17 September 30 October 15 0.43750 June 9 June 30 July 15 0.43750 February 18 March 31 April 15 0.43750 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Reconciliation of Net Income (Loss) and Number of Common Shares Used in Computations of Basic Earnings Per Share | Earnings per share has not been presented for Class B shareholders, as they do not have economic rights. (in thousands except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator - Basic and Diluted Net income (loss) (95,304 ) 104 (106,237 ) (30,871 ) Net income attributable to non-controlling interests 22,464 (32 ) 25,677 10,279 Preferred dividends (1,225 ) (1,225 ) (2,450 ) (2,450 ) Net loss attributable to common shareholders - Basic and diluted $ (74,065 ) $ (1,153 ) $ (83,010 ) $ (23,042 ) Denominator - Basic and Diluted Weighted average Class A common shares outstanding 42,772 38,634 41,134 37,933 Weighted average Class A common shares outstanding - Basic 42,772 38,634 41,134 37,933 Restricted shares and share units — — — — Weighted average Class A common shares outstanding - Diluted 42,772 38,634 41,134 37,933 Net loss per share attributable to Class A common shareholders - Basic $ (1.73 ) $ (0.03 ) $ (2.02 ) $ (0.61 ) Net loss per share attributable to Class A common shareholders - Diluted $ (1.73 ) $ (0.03 ) $ (2.02 ) $ (0.61 ) |
Share Based Compensation (Table
Share Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Restricted Share | The following table summarizes restricted share activity for the six months ended June 30, 2021: Six Months Ended June 30, 2021 Weighted- Average Grant Shares Date Fair Value Unvested restricted shares at beginning of period 157,465 $ 38.73 Share units granted 189,349 21.39 Restricted shares vested (143,899 ) 37.30 Restricted shares forfeited (24,496 ) 30.36 Unvested restricted shares at end of period 178,419 22.63 |
Organization - Additional Infor
Organization - Additional Information (Detail) $ in Thousands, ft² in Millions | Jul. 07, 2015USD ($)JointVenture | Jun. 30, 2021USD ($)ft²PropertyState | Jun. 30, 2020USD ($) |
Organization And Basis Of Presentation [Line Items] | |||
Number of properties interested in the portfolio | Property | 172 | ||
Number of states in properties located | State | 39 | ||
Net cash (used in) provided by operating activities | $ 56,616 | $ 18,345 | |
Net cash (used in) provided by investing activities | $ (56,099) | $ 36,705 | |
COVID-19 Pandemic [Member] | |||
Organization And Basis Of Presentation [Line Items] | |||
Expected future rent, description | Company had collected 96% of | ||
Net cash (used in) provided by operating activities | $ 56,600 | ||
Net cash (used in) provided by investing activities | $ 56,100 | ||
COVID-19 Pandemic [Member] | March 2021 [Member] | |||
Organization And Basis Of Presentation [Line Items] | |||
Percent of contractual rental income collected | 96.00% | ||
Percent of tenant contractual rental income collected | 2.00% | ||
Sears Holdings Corporation [Member] | |||
Organization And Basis Of Presentation [Line Items] | |||
Business acquisition fair value, purchase price | $ 2,700,000 | ||
Interests in joint ventures acquired | 50.00% | ||
Number of joint venture acquired | JointVenture | 3 | ||
Wholly Owned Properties [Member] | Holdco Master Lease [Member] | |||
Organization And Basis Of Presentation [Line Items] | |||
Number of wholly owned properties | Property | 5 | ||
Real Estate Investment Trust [Member] | |||
Organization And Basis Of Presentation [Line Items] | |||
Area of real estate property (in square feet) | ft² | 24.9 | ||
Real Estate Investment Trust [Member] | Wholly Owned Properties [Member] | |||
Organization And Basis Of Presentation [Line Items] | |||
Area of real estate property (in square feet) | ft² | 23 | ||
Number of wholly owned properties | Property | 147 | ||
Number of states in properties located | State | 39 | ||
Real Estate Investment Trust [Member] | Unconsolidated Properties [Member] | |||
Organization And Basis Of Presentation [Line Items] | |||
Area of real estate property (in square feet) | ft² | 1.9 | ||
Number of states in properties located | State | 13 | ||
Number of properties | Property | 25 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2021USD ($)PropertyStateshares | Jun. 30, 2020USD ($)shares | Jun. 30, 2021USD ($)PropertyStateJointVentureshares | Jun. 30, 2020USD ($)shares | Aug. 05, 2021 | Dec. 31, 2020USD ($)Property | Dec. 31, 2019shares | Aug. 29, 2018shares | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of properties classified | Property | 4 | 4 | 1 | |||||
Real estate held for sale, assets | $ 30,923,000 | $ 30,923,000 | $ 1,864,000 | |||||
Real estate held for sale, liabilities | 0 | 0 | $ 0 | |||||
Impairment loss | 0 | $ 0 | 0 | $ 0 | ||||
Reduction to rental revenue | 800,000 | 3,300,000 | 1,000,000 | 3,800,000 | ||||
Reversal of straight line rent | $ 500,000 | $ 4,700,000 | $ 500,000 | $ 4,700,000 | ||||
Revenue performance obligation satisfied over time method used description | Management determined that property and asset management and construction and development management services each represent a series of stand-ready performance obligations satisfied over time with each day of service being a distinct performance obligation. | |||||||
Number of wholly owned properties acquired | Property | 147 | 147 | ||||||
Number of entities acquired | JointVenture | 25 | |||||||
Number of states in properties located | State | 39 | 39 | ||||||
Class C Common Shares [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Common shares, outstanding | shares | 0 | |||||||
Class B Common Shares [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Common shares, outstanding | shares | 0 | 0 | 0 | 0 | 1,243,000 | |||
Management and Other Fee Income [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Percentage of revenue earned from unconsolidated joint ventures | 100.00% | |||||||
Rent Deferral Agreements [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Allowance to tenant | $ 400,000 | $ 500,000 | ||||||
Operating Partnership [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Percentage of operating partnership interest held by parent | 76.40% | 76.40% | ||||||
Operating Partnership [Member] | Subsequent Event [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Percentage of operating partnership interest held by parent | 77.90% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives (Detail) | 6 Months Ended |
Jun. 30, 2021 | |
Minimum [Member] | Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 25 years |
Minimum [Member] | Site Improvement [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Maximum [Member] | Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 40 years |
Maximum [Member] | Site Improvement [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Gain on Sale of Real Estate (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Dispositions to third parties | ||||
Gross proceeds | $ 80 | $ 98.6 | $ 126.9 | $ 158.9 |
Gain on sale of real estate, net | $ 18.1 | $ 53.9 | $ 42.3 | $ 74.7 |
Lease Intangible Assets and L_3
Lease Intangible Assets and Liabilities - Summary of Lease Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Asset | $ 36,496 | $ 77,308 |
Accumulated Amortization | (19,656) | (58,713) |
Balance | 16,840 | 18,595 |
In-Place Leases, Net [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Asset | 32,571 | 73,169 |
Accumulated Amortization | (17,340) | (56,369) |
Balance | 15,231 | 16,800 |
Above-Market Leases, Net [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Asset | 3,925 | 4,139 |
Accumulated Amortization | (2,316) | (2,344) |
Balance | $ 1,609 | $ 1,795 |
Lease Intangible Assets and L_4
Lease Intangible Assets and Liabilities - Summary of Lease Intangible Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Below Market Lease Net [Abstract] | ||
Gross Liability | $ 6,626 | $ 6,626 |
Accumulated Amortization | (2,666) | (2,440) |
Balance | $ 3,960 | $ 4,186 |
Lease Intangible Assets and L_5
Lease Intangible Assets and Liabilities - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Additional property expense | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 |
Amortization of below-market leases, net of above-market leases | 0.1 | 0.1 | 0.1 | 0.1 |
In-Place Leases, Net [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense of intangible assets | $ 0.8 | $ 9.7 | $ 1.6 | $ 30.7 |
Lease Intangible Assets and L_6
Lease Intangible Assets and Liabilities - Schedule of Future Amortization of Intangibles (Detail) $ in Thousands | Jun. 30, 2021USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2021 | $ 101 |
2022 | 203 |
2023 | 203 |
2024 | 203 |
2025 | 203 |
2026 | 203 |
Thereafter | 9,433 |
Above-Market Leases, Net [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2021 | (10) |
2022 | (43) |
2023 | 6 |
2024 | 27 |
2025 | 97 |
2026 | 190 |
Thereafter | 2,084 |
In-Place Leases, Net [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2021 | 1,472 |
2022 | 2,787 |
2023 | 1,921 |
2024 | 1,385 |
2025 | 1,077 |
2026 | 724 |
Thereafter | $ 5,866 |
Investments in Unconsolidated_3
Investments in Unconsolidated Entities - Summary of Company's Investments in Unconsolidated Entities (Detail) | 6 Months Ended |
Jun. 30, 2021ft²Property | |
Income Statement Equity Method Investments [Line Items] | |
Number of Properties | 25 |
Total GLA | ft² | 3,968,600 |
Brookfield Properties Retail I [Member] | |
Income Statement Equity Method Investments [Line Items] | |
Seritage % Ownership | 50.00% |
Number of Properties | 4 |
Total GLA | ft² | 520,400 |
Brookfield Properties Retail II [Member] | |
Income Statement Equity Method Investments [Line Items] | |
Seritage % Ownership | 50.00% |
Number of Properties | 3 |
Total GLA | ft² | 474,100 |
The Macerich Company [Member] | |
Income Statement Equity Method Investments [Line Items] | |
Seritage % Ownership | 50.00% |
Number of Properties | 7 |
Total GLA | ft² | 1,266,600 |
Simon Property Group Inc [Member] | |
Income Statement Equity Method Investments [Line Items] | |
Seritage % Ownership | 50.00% |
Number of Properties | 5 |
Total GLA | ft² | 872,200 |
Invesco Real Estate [Member] | |
Income Statement Equity Method Investments [Line Items] | |
Seritage % Ownership | 50.00% |
Number of Properties | 1 |
Total GLA | ft² | 103,000 |
Invesco Real Estate II [Member] | |
Income Statement Equity Method Investments [Line Items] | |
Seritage % Ownership | 50.00% |
Number of Properties | 1 |
Total GLA | ft² | 226,200 |
First Washington Realty [Member] | |
Income Statement Equity Method Investments [Line Items] | |
Seritage % Ownership | 50.00% |
Number of Properties | 1 |
Total GLA | ft² | 163,700 |
Greenberg Gibbons [Member] | |
Income Statement Equity Method Investments [Line Items] | |
Seritage % Ownership | 50.00% |
Number of Properties | 1 |
Total GLA | ft² | 160,200 |
RD Management [Member] | |
Income Statement Equity Method Investments [Line Items] | |
Seritage % Ownership | 50.00% |
Number of Properties | 1 |
New Mark Merrilll Companies And Other Entities [Member] | |
Income Statement Equity Method Investments [Line Items] | |
Seritage % Ownership | 20.00% |
Number of Properties | 1 |
Total GLA | ft² | 182,200 |
Investments in Unconsolidated_4
Investments in Unconsolidated Entities - Summary of Properties Contributed In Unconsolidated Entities (Detail) $ in Millions | 6 Months Ended | |
Jun. 30, 2021USD ($) | ||
Mark 302 JV [Member] | ||
Related Party Transaction [Line Items] | ||
Contribution Date | Mar. 20, 2018 | [1] |
Contribution Value | $ 60 | [1] |
Gain (Loss) | $ 8.8 | [1] |
Cockeysville JV [Member] | ||
Related Party Transaction [Line Items] | ||
Contribution Date | Mar. 29, 2019 | [2] |
Contribution Value | $ 12.5 | [2] |
Gain (Loss) | $ 3.8 | [2] |
Tech Ridge JV [Member] | ||
Related Party Transaction [Line Items] | ||
Contribution Date | Sep. 27, 2019 | [3] |
Contribution Value | $ 3 | [3] |
Gain (Loss) | $ 0.1 | [3] |
[1] | The Mark 302 JV is subject to a revaluation upon the earlier of the first anniversary of project stabilization or December 31, 2020. The primary inputs in determining the Contribution Value for the Mark 302 JV are property operating income based on signed leases and total project costs and the Contribution Value will be recalculated to yield a pre-determined rate of return to the investment fund managed by Invesco Real Estate. The Contribution Value cannot be more than $105.0 million or less than $60.0 million, and the Gain (Loss) will not be more than $53.8 million or less than $8.8 million. During the year ended December 31, 2020 the Company adjusted the Contribution Value down to $60.0 million and reduced the Gain (Loss) by $30.0 million which is included in gain on sale of real estate on the consolidated statements of operations. The Company also recorded a $15.0 million reduction to the Mark 302 JV investment value and a $15.0 million payable related to the amounts due to its partner which is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets. In addition, 2020, the Company and its partner entered into an agreement to extend the revaluation date for the Mark 302 JV to September 30, 2021. Pursuant to the terms of this agreement, the Company will pay its partner a fee of $1.1 million and the Contribution Value cannot be more than $90.0 million or less than $60.0 million. The Company will continue to re-evaluate the expected amount on a periodic basis through the final determination date | |
[2] | The Cockeysville JV is subject to revaluation if an affiliate of Greenberg Gibbons contributes another adjacent parcel of land (the “Additional Land Parcel”) to the joint venture which was conditioned on certain milestones being met with respect to entitling the Additional Land Parcel for residential use. The Additional Land Parcel has been entitled for residential use. The Company has not reflected the contribution value of the Additional Land Parcel in the value of its investment in the Cockeysville JV based on uncertainty related to a potential alternative transaction with respect to the Additional Land Parcel. The Company will record an increased investment in the Cockeysville JV and additional gain in an amount equal to 50% of the fair value of the Additional Land Parcel at the earlier of when it becomes probable that the Additional Land Parcel will be contributed or upon an alternate outcome. | |
[3] | The Tech Ridge JV is subject to a revaluation primarily based upon the number of residential units constructed by the Tech Ridge JV. The Contribution Value cannot be less than $2.75 million. |
Investments in Unconsolidated_5
Investments in Unconsolidated Entities - Summary of Properties Contributed In Unconsolidated Entities (Parenthetical) (Detail) - USD ($) | Mar. 20, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Sep. 27, 2019 | |
Related Party Transaction [Line Items] | ||||||
Real estate fee paid on sale of real estate based on final contribution value | $ 1,100,000 | |||||
Gain on sale of real estate | $ 42,305,000 | $ 74,665,000 | ||||
Minimum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Final contribution value | $ 2,750,000 | |||||
Contribution value | $ 2,750,000 | |||||
Mark 302 JV [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Contribution Date | [1] | Mar. 20, 2018 | ||||
Invesco Real Estate [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts Payable On Sale Of Investment Real Estate On Final Contribution Value | $ 15,000,000 | |||||
Invesco Real Estate [Member] | Maximum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Contribution Date | Sep. 30, 2021 | |||||
Final contribution value | $ 90,000,000 | |||||
Gain or loss on sale of real estate based on final contribution value | 30,000,000 | |||||
Contribution value | 90,000,000 | |||||
Invesco Real Estate [Member] | Minimum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Final contribution value | 60,000,000 | |||||
Reduction in Final contribution value | 15,000,000 | |||||
Contribution value | $ 60,000,000 | |||||
Invesco Real Estate [Member] | Santa Monica, CA [Member] | Mark 302 JV [Member] | Maximum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Contribution Date | Dec. 31, 2020 | |||||
Final contribution value | $ 105,000,000 | |||||
Gain or loss on sale of real estate based on final contribution value | 53,800,000 | |||||
Contribution value | 105,000,000 | |||||
Invesco Real Estate [Member] | Santa Monica, CA [Member] | Mark 302 JV [Member] | Minimum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Final contribution value | 60,000,000 | |||||
Gain or loss on sale of real estate based on final contribution value | 8,800,000 | |||||
Contribution value | $ 60,000,000 | |||||
[1] | The Mark 302 JV is subject to a revaluation upon the earlier of the first anniversary of project stabilization or December 31, 2020. The primary inputs in determining the Contribution Value for the Mark 302 JV are property operating income based on signed leases and total project costs and the Contribution Value will be recalculated to yield a pre-determined rate of return to the investment fund managed by Invesco Real Estate. The Contribution Value cannot be more than $105.0 million or less than $60.0 million, and the Gain (Loss) will not be more than $53.8 million or less than $8.8 million. During the year ended December 31, 2020 the Company adjusted the Contribution Value down to $60.0 million and reduced the Gain (Loss) by $30.0 million which is included in gain on sale of real estate on the consolidated statements of operations. The Company also recorded a $15.0 million reduction to the Mark 302 JV investment value and a $15.0 million payable related to the amounts due to its partner which is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets. In addition, 2020, the Company and its partner entered into an agreement to extend the revaluation date for the Mark 302 JV to September 30, 2021. Pursuant to the terms of this agreement, the Company will pay its partner a fee of $1.1 million and the Contribution Value cannot be more than $90.0 million or less than $60.0 million. The Company will continue to re-evaluate the expected amount on a periodic basis through the final determination date |
Investments in Unconsolidated_6
Investments in Unconsolidated Entities - Summary of Combined Condensed Financial Data of Unconsolidated Entities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | ||
Investment in real estate | |||||||||
Land | $ 525,441 | $ 525,441 | $ 592,770 | ||||||
Accumulated depreciation | (152,340) | (152,340) | (142,206) | ||||||
Net investment in real estate | 1,745,572 | 1,745,572 | 1,910,872 | ||||||
Cash and cash equivalents | 140,058 | 140,058 | 143,728 | ||||||
Total assets | 2,502,533 | 2,502,533 | 2,648,943 | ||||||
Liabilities | |||||||||
Total liabilities | 1,727,644 | 1,727,644 | 1,766,216 | ||||||
Members' Interest | |||||||||
Accumulated deficit | (611,647) | (611,647) | (528,637) | ||||||
Total equity | 774,889 | $ 1,011,962 | 774,889 | $ 1,011,962 | $ 871,400 | 882,727 | $ 1,012,368 | $ 1,043,370 | |
Total liabilities and shareholders' equity | 2,502,533 | 2,502,533 | 2,648,943 | ||||||
Total revenue | 27,874 | 21,819 | 59,155 | 55,136 | |||||
Net income / (loss) | (95,304) | 104 | (106,237) | (30,871) | |||||
Unconsolidated Entities [Member] | |||||||||
Investment in real estate | |||||||||
Land | 318,540 | 318,540 | 318,540 | ||||||
Buildings and improvements | 508,408 | 508,408 | 492,973 | ||||||
Accumulated depreciation | (94,107) | (94,107) | (81,730) | ||||||
Investment in real estate, gross | 732,841 | 732,841 | 729,783 | ||||||
Construction in progress | 218,558 | 218,558 | 222,663 | ||||||
Net investment in real estate | 951,399 | 951,399 | 952,446 | ||||||
Cash and cash equivalents | 26,418 | 26,418 | 16,094 | ||||||
Tenant and other receivables, net | 3,031 | 3,031 | 4,104 | ||||||
Other assets, net | 74,995 | 74,995 | 62,882 | ||||||
Total assets | 1,055,843 | 1,055,843 | 1,035,526 | ||||||
Liabilities | |||||||||
Mortgage loans payable, net | 34,858 | 34,858 | 34,672 | ||||||
Accounts payable, accrued expenses and other liabilities | 39,518 | 39,518 | 48,405 | ||||||
Total liabilities | 74,376 | 74,376 | 83,077 | ||||||
Members' Interest | |||||||||
Additional paid in capital | 988,305 | 988,305 | 964,868 | ||||||
Accumulated deficit | (6,838) | (6,838) | (12,419) | ||||||
Total equity | 981,467 | 981,467 | 952,449 | ||||||
Total liabilities and shareholders' equity | 1,055,843 | 1,055,843 | $ 1,035,526 | ||||||
Total revenue | 6,526 | 4,976 | 14,255 | 10,317 | |||||
Property operating expenses | (2,834) | (1,949) | (5,413) | (4,686) | |||||
Depreciation and amortization | (6,563) | (5,192) | (13,044) | (8,879) | |||||
Operating loss | (2,870) | (2,165) | (4,201) | (3,248) | |||||
Other expenses | (1,676) | (478) | (2,719) | (967) | |||||
Net income / (loss) | (4,546) | (2,643) | (6,920) | (4,215) | |||||
Equity in loss of unconsolidated entities | [1] | $ (2,327) | $ (1,322) | $ (3,489) | $ (2,108) | ||||
[1] | Equity in loss of unconsolidated entities on the condensed consolidated statements of operations includes basis difference adjustments |
Investments in Unconsolidated_7
Investments in Unconsolidated Entities - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule Of Equity Method Investments [Line Items] | ||||
Impairment charges related to unconsolidated properties | $ 0 | $ 0 | ||
West Hartford JV [Member] | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Income earned from servicing activities | 200 | $ 200 | 400 | $ 400 |
Reverse Servicing Fees Amount | $ 300 | $ 300 | $ 400 | $ 400 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Receipts excluding Variable Payments and Tenant Reimbursements of Expenses Under Non-cancelable Operating Leases (Detail) $ in Thousands | Jun. 30, 2021USD ($) |
Leases [Abstract] | |
Remainder of 2021 | $ 44,202 |
2022 | 87,019 |
2023 | 80,320 |
2024 | 76,980 |
2025 | 76,247 |
2026 | 71,592 |
Thereafter | 356,008 |
Total | $ 792,368 |
Leases - Components of Lease Re
Leases - Components of Lease Revenues (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Lessor Disclosure [Abstract] | ||||
Fixed rental income | $ 23,135 | $ 23,151 | $ 45,407 | $ 50,799 |
Variable rental income | 3,222 | 1,154 | 12,268 | 9,219 |
Total rental income | $ 26,357 | $ 24,305 | $ 57,675 | $ 60,018 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020USD ($) | Jun. 30, 2021USD ($)Property | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)Property | Jun. 30, 2020USD ($) | |
Schedule Of Operating Leases Future Minimum Payments Receivable [Line Items] | |||||
Number of properties subject to ground lease | Property | 1 | 1 | |||
Number of properties subject to corporate office lease | Property | 1 | 1 | |||
ROU assets | $ 18,800 | $ 17,400 | $ 17,400 | ||
Operating leases expiration year | 2073 | ||||
Sales-leaseback financing obligations | 20,425 | 20,608 | $ 20,608 | ||
Reversal of straight line rent | 500 | $ 4,700 | $ 500 | $ 4,700 | |
Sears Holdings Corporation [Member] | |||||
Schedule Of Operating Leases Future Minimum Payments Receivable [Line Items] | |||||
Number of real estate properties acquisition exercised | Property | Property | 87 | ||||
Hialeah | |||||
Schedule Of Operating Leases Future Minimum Payments Receivable [Line Items] | |||||
Sales-leaseback financing obligations | $ 21,000 | ||||
Sale leaseback term | 25 years | ||||
Sale leaseback Interest rate | 7.00% | ||||
Sale leaseback base rent | $ 1,500 | ||||
Percentage of increase in annual rent | 1.50% | ||||
Sale leaseback description | The Company has a purchase option during years four, five or seven of the 25-year term to reacquire, solely at the Company’s option, the Hialeah property at a predetermined price | ||||
Holdco Master Lease [Member] | Original And Holdco Master Lease [Member] | |||||
Schedule Of Operating Leases Future Minimum Payments Receivable [Line Items] | |||||
Lease termination, description | Under the terms of the Holdco Master Lease, Holdco had the right, at any time, to terminate the Holdco Master Lease with respect to any property upon the payment of a termination fee equal to one year of base rent plus annual taxes and other operating expenses. Sears Holdings exercised termination rights with respect to 87 properties under the Original Master Lease prior to its rejection on March 12, 2019 and Holdco exercised termination rights with respect to all remaining properties under the Holdco Master Lease during the year ended December 31, 2020, with the remaining five properties effective in March 2021. | ||||
Original And Holdco Master Lease [Member] | |||||
Schedule Of Operating Leases Future Minimum Payments Receivable [Line Items] | |||||
Reversal of straight line rent | 0 | (3,400) | $ 0 | (7,900) | |
General and Administrative Expenses [Member] | |||||
Schedule Of Operating Leases Future Minimum Payments Receivable [Line Items] | |||||
Rent expense | 300 | 500 | 700 | 800 | |
Property Operating Expense | |||||
Schedule Of Operating Leases Future Minimum Payments Receivable [Line Items] | |||||
Rent expense | $ 100 | $ 100 | $ 100 | $ 100 |
Leases - Information Related to
Leases - Information Related to Measurement of Lease Liabilities (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Lessee Disclosure [Abstract] | |
Weighted average remaining lease term (in years) | 10 years 10 months 24 days |
Weighted average discount rate | 6.98% |
Cash paid for operating leases (in thousands) | $ 958 |
Leases - Schedule of Future Sal
Leases - Schedule of Future Sale-Leaseback Financing Obligations (Detail) $ in Thousands | Jun. 30, 2021USD ($) |
Leases [Abstract] | |
Remainder of 2021 | $ 723 |
2022 | 1,464 |
2023 | 1,486 |
2024 | 1,508 |
2025 | 1,531 |
2026 | 1,554 |
Thereafter | 34,022 |
Interest | (21,680) |
Total | $ 20,608 |
Leases - Summary of Revenue fro
Leases - Summary of Revenue from Master Lease (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property Subject to or Available for Operating Lease [Line Items] | ||||
Fixed rental income | $ 23,135 | $ 23,151 | $ 45,407 | $ 50,799 |
Original And Holdco Master Lease [Member] | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Fixed rental income | 4,288 | |||
Variable rental income | (420) | 4,510 | 3,419 | |
Total rental income | $ (420) | $ 4,510 | $ 7,707 |
Debt - Additional Information (
Debt - Additional Information (Detail) - Term Loan Facility [Member] - USD ($) | May 05, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jul. 31, 2018 |
Debt Instrument [Line Items] | ||||
Principal amount outstanding | $ 1,600,000,000 | |||
Berkshire Hathaway [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount outstanding | $ 2,000,000,000 | |||
Line of credit, maturity date | Jul. 31, 2023 | |||
Minimum rental income to achieve from tenants on annual basis to access incremental funding facility | $ 200,000,000 | |||
Minimum rental income to achieve from tenants for succeeding four consecutive fiscal quarters to access incremental funding facility | 200,000,000 | |||
Minimum net worth required for loan documentation | $ 1,200,000,000 | |||
Default interest rate on overdue amounts excess of base interest rate | 2.00% | 2.00% | ||
Debt issuance costs | $ 2,100,000 | |||
Unamortized debt issuance costs | $ 900,000 | $ 1,100,000 | ||
'Deferred interest | $ 400,000,000 | |||
Berkshire Hathaway [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Fixed charge coverage ratio for each fiscal quarter till June 30, 2021 | 1.00% | |||
Fixed charge coverage ratio for each fiscal quarter after June 30, 2021 | 1.20% | |||
Unencumbered fixed charge coverage ratio for each fiscal quarter till June 30, 2021 | 1.05% | |||
Unencumbered fixed charge coverage ratio to each fiscal quarter after June 30, 2021 | 1.30% | |||
Berkshire Hathaway [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Unencumbered fixed charge coverage ratio | 60.00% | |||
Maximum leverage ratio | 65.00% | |||
Berkshire Hathaway [Member] | Maximum [Member] | Unrestricted cash [Member] | ||||
Debt Instrument [Line Items] | ||||
Available cash | $ 30,000,000 | |||
Berkshire Hathaway [Member] | Initial Funding [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount outstanding | 1,600,000,000 | |||
Debt instrument, base annual interest rate | 7.00% | |||
Berkshire Hathaway [Member] | Incremental Funding Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount outstanding | $ 400,000,000 | |||
Debt instrument, base annual interest rate | 1.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2021 | |
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) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Asset Impairment Charges [Abstract] | |||||
Impairment of real estate assets | $ 64,539 | $ 1,813 | $ 66,239 | $ 1,813 | |
Minimum [Member] | |||||
Asset Impairment Charges [Abstract] | |||||
Fair value inputs capitalization rate | 8.00% | ||||
Maximum [Member] | |||||
Asset Impairment Charges [Abstract] | |||||
Fair value inputs capitalization rate | 12.00% | ||||
Fair Value, Inputs, Level 2 [Member] | |||||
Asset Impairment Charges [Abstract] | |||||
Debt obligations, fair value | 1,700,000 | $ 1,700,000 | $ 1,600,000 | ||
Loss On Impairment | Fair Value, Inputs, Level 3 [Member] | |||||
Asset Impairment Charges [Abstract] | |||||
Impairment of real estate assets | 64,500 | $ 1,800 | $ 66,200 | $ 1,800 | |
Impairment resulting from monetization of assets | $ 30,600 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | Apr. 18, 2019 | Jun. 30, 2021 | Dec. 31, 2020 | Jul. 07, 2015 |
Loss Contingencies [Line Items] | ||||
Environmental reserve | $ 9.5 | $ 9.5 | $ 12 | |
Minimum [Member] | Sears Holdings Corporation [Member] | ||||
Loss Contingencies [Line Items] | ||||
Worth of real estate in excess of purchase price paid | $ 649 | |||
Maximum [Member] | Sears Holdings Corporation [Member] | ||||
Loss Contingencies [Line Items] | ||||
Worth of real estate in excess of purchase price paid | $ 749 |
Related Party Disclosure - Addi
Related Party Disclosure - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of Other Related Party Transactions [Line Items] | ||
Property development expenditures receivable | $ 31,192 | $ 46,570 |
Unconsolidated Entities [Member] | ||
Schedule of Other Related Party Transactions [Line Items] | ||
Property development expenditures receivable | $ 200 | $ 5,000 |
Operating Partnership [Member] | Sears Holdings Corporation [Member] | ESL [Member] | ||
Schedule of Other Related Party Transactions [Line Items] | ||
Ownership interest percentage held by related party | 23.60% | |
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 | 9.50% |
Non-controlling Interests - Add
Non-controlling Interests - Additional Information (Detail) - Operating Partnership [Member] | Jun. 30, 2021 |
Noncontrolling Interest [Line Items] | |
Percentage of operating partnership interest held by parent | 76.40% |
ESL [Member] | |
Noncontrolling Interest [Line Items] | |
Ownership interest percentage held by related party | 23.60% |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Dec. 14, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2017 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jul. 07, 2015 |
Class A Common Shares [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common shares, issued | 42,795,267 | 42,795,267 | 38,896,428 | |||||||
Common shares, outstanding | 42,795,267 | 42,795,267 | 38,645,000 | 40,587,000 | 38,896,428 | 38,622,000 | 36,897,000 | |||
OP Unit exchanges, shares | 2,153,010 | 3,811,865 | 1,650,000 | |||||||
Common shares, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Class B Non-Economic Common Shares [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common shares, issued | 0 | 0 | ||||||||
Common shares, outstanding | 0 | 0 | ||||||||
Series A Cumulative Redeemable Preferred Shares [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred shares, issued | 2,800,000 | |||||||||
Percentage of preferred dividend rate | 7.00% | |||||||||
Preferred shares public offering price per share | $ 25 | |||||||||
Net proceeds from public offering | $ 66.4 | |||||||||
Series A Cumulative Redeemable Preferred Shares [Member] | Scenario, Forecast [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred shares redemption price per share plus any accrued and unpaid dividends | $ 25 | |||||||||
Series A Cumulative Redeemable Preferred Shares [Member] | Scenario, Forecast [Member] | Maximum [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred shares redemption threshold period | 120 days |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Preferred Stock Dividends and Distributions (Detail) - $ / shares | Jul. 27, 2021 | Apr. 27, 2021 | Feb. 23, 2021 | Dec. 17, 2020 | Sep. 17, 2020 | Jun. 09, 2020 | Feb. 18, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Dividends Payable [Line Items] | |||||||||||
Preferred dividends declared, per share | $ 0.4375 | $ 0.4375 | $ 0.875 | $ 0.875 | |||||||
Series A Preferred Shares [Member] | |||||||||||
Dividends Payable [Line Items] | |||||||||||
Dividends Payable Date Declared Day Month And Year | Jul. 31, 2027 | Apr. 30, 2027 | Feb. 28, 2023 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2009 | Feb. 28, 2018 | ||||
Dividends Payable Date Of Record Day Month And Year | Sep. 30, 2030 | Jun. 30, 2030 | Mar. 31, 2031 | Dec. 31, 2031 | Sep. 30, 2030 | Jun. 30, 2030 | Mar. 31, 2031 | ||||
Dividend Payable Date To Be Paid Day Month And Year | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 15, 2021 | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | ||||
Preferred dividends declared, per share | $ 0.43750 | $ 0.43750 | $ 0.43750 | $ 0.43750 | $ 0.43750 | $ 0.43750 | $ 0.43750 |
Earnings per Share - Reconcilia
Earnings per Share - Reconciliation of Net Income (Loss) and Number of Common Shares Used in Computations of Basic Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator - Basic and Diluted | ||||
Net income (loss) | $ (95,304) | $ 104 | $ (106,237) | $ (30,871) |
Net income / (loss) attributable to non-controlling interests | 22,464 | (32) | 25,677 | 10,279 |
Preferred dividends | (1,225) | (1,225) | (2,450) | (2,450) |
Net loss attributable to common shareholders - Basic and diluted | $ (74,065) | $ (1,153) | $ (83,010) | $ (23,042) |
Denominator - Basic and Diluted | ||||
Weighted average common shares outstanding | 42,772 | 38,634 | 41,134 | 37,933 |
Weighted average Class A common shares outstanding - Diluted | 42,772 | 38,634 | 41,134 | 37,933 |
Net loss per share attributable to Class A common shareholders - Basic | $ (1.73) | $ (0.03) | $ (2.02) | $ (0.61) |
Net loss per share attributable to Class A common shareholders - Diluted | $ (1.73) | $ (0.03) | $ (2.02) | $ (0.61) |
Class A Common Shares [Member] | ||||
Denominator - Basic and Diluted | ||||
Weighted average common shares outstanding | 42,772 | 38,634 | 41,134 | 37,933 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | Jun. 30, 2021 | Dec. 31, 2020 |
Time Based Restricted Shares and Share Units [Member] | ||
Earning Per Share [Line Items] | ||
Non-vested restricted shares outstanding | 178,419 | 157,465 |
Share Based Compensation - Addi
Share Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | 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 | $ 3.8 | $ 7.3 | $ 3.8 | $ 7.3 | |
Unrecognized compensation costs, weighted average expected recognition period | 2 years 3 months 18 days | 1 year 10 months 24 days | |||
Restricted Share [Member] | General and Administrative Expenses [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense recognized | $ 0.1 | $ 0.6 | $ 1 | $ 1.8 | |
Seritage Growth Properties 2015 Share Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares of common stock reserved for issuance | 3,250,000 |
Share Based Compensation - Summ
Share Based Compensation - Summary of Restricted Share (Detail) - Restricted Share [Member] | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested restricted shares at beginning of period | shares | 157,465 |
Share units granted | shares | 189,349 |
Restricted shares vested | shares | (143,899) |
Restricted shares forfeited | shares | (24,496) |
Unvested restricted shares at end of period | shares | 178,419 |
Weighted-Average Grant Date Fair Value, Unvested restricted shares at beginning of period | $ / shares | $ 38.73 |
Weighted-Average Grant Date Fair Value, Share units granted | $ / shares | 21.39 |
Weighted-Average Grant Date Fair Value, Restricted shares vested | $ / shares | 37.30 |
Weighted-Average Grant Date Fair Value, Restricted shares forefeited | $ / shares | 30.36 |
Weighted-Average Grant Date Fair Value, Unvested restricted shares at end of period | $ / shares | $ 22.63 |