Seritage Growth Properties 10-Q for FY2021 Q2
Seritage Growth Properties (SRG)
About this 10-Q
Seritage Growth Properties filed this 10-Q on August 9, 2021, covering the quarter ended June 30, 2021 (FY2021 Q2).
Headline figures
Quarter ended June 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $27.87M
- up 27.8% from $21.82M a year earlier
- Net loss
- $72.84M
- compared with net income of $72K a year earlier
- Diluted EPS
- -$1.73
- compared with -$0.03 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED |
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______to _______
Commission File Number
(Exact name of registrant as specified in its charter)
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(State of Incorporation) |
(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbols |
Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 5, 2021, the registrant had the following common shares outstanding:
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Shares Outstanding |
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Class A common shares of beneficial interest, par value $0.01 per share |
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Class B common shares of beneficial interest, par value $0.01 per share |
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Class C common shares of beneficial interest, par value $0.01 per share |
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SERITAGE GROWTH PROPERTIES
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED June 30, 2021
TABLE OF CONTENTS
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PART I. |
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Item 1. |
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Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020 |
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Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 |
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9 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
38 |
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Item 4. |
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PART II. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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PART I. |
FINANCIAL INFORMATION |
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Item 1. |
Unaudited Condensed Consolidated Financial Statements |
SERITAGE GROWTH PROPERTIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, amounts in thousands, except share and per share amounts)
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June 30, 2021 |
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December 31, 2020 |
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ASSETS |
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Investment in real estate |
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Land |
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$ |
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$ |
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Buildings and improvements |
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Accumulated depreciation |
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( |
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Construction in progress |
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Net investment in real estate |
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Real estate held for sale |
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Investment in unconsolidated entities |
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Cash and cash equivalents |
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Restricted cash |
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Tenant and other receivables, net |
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Lease intangible assets, net |
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Prepaid expenses, deferred expenses and other assets, net |
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Total assets |
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$ |
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$ |
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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Liabilities |
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Term Loan Facility, net |
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$ |
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$ |
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Sales-leaseback financing obligations |
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Accounts payable, accrued expenses and other liabilities |
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Total liabilities |
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Commitments and contingencies (Note 9) |
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Shareholders' Equity |
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Class A common shares $ as of June 30, 2021 and December 31, 2020, respectively |
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Series A preferred shares $ December 31, 2020; liquidation preference of $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total shareholders' equity |
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Non-controlling interests |
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Total equity |
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Total liabilities and shareholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
- 3 -
SERITAGE GROWTH PROPERTIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, amounts in thousands, except per share amounts)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2021 |
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2020 |
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2021 |
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2020 |
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REVENUE |
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Rental income |
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$ |
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$ |
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$ |
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$ |
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Management and other fee income |
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Total revenue |
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EXPENSES |
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Property operating |
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Real estate taxes |
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Depreciation and amortization |
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General and administrative |
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Total expenses |
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Gain on sale of real estate, net |
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Impairment of real estate assets |
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( |
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( |
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( |
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( |
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Equity in loss of unconsolidated entities |
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( |
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( |
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( |
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Interest and other income |
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Interest expense |
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( |
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( |
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( |
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( |
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Income / (loss) before taxes |
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( |
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( |
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( |
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Benefit (provision) for taxes |
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( |
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( |
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( |
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Net income / (loss) |
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( |
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( |
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( |
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Net income / (loss) attributable to non-controlling interests |
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( |
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Net income / (loss) attributable to Seritage |
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$ |
( |
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$ |
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$ |
( |
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$ |
( |
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Preferred dividends |
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( |
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( |
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( |
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( |
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Net loss attributable to Seritage common shareholders |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Net loss per share attributable to Seritage Class A common shareholders - Basic |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Net loss per share attributable to Seritage Class A common shareholders - Diluted |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Weighted average Class A common shares outstanding - Basic |
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Weighted average Class A common shares outstanding - Diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
- 4 -
SERITAGE GROWTH PROPERTIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited, amounts in thousands, except per share amounts)
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Class A Common |
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Class B Common |
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Series A Preferred |
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Additional Paid-In |
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Accumulated |
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Non- Controlling |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Interests |
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Equity |
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Balance at January 1, 2020 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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( |
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Preferred dividends declared ($ |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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Vesting of restricted share units |
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— |
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— |
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— |
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— |
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( |
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— |
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— |
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— |
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Share-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Share class surrenders ( |
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— |
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— |
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( |
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( |
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— |
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— |
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— |
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— |
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— |
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OP Units exchanges ( |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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Balance at June 30, 2020 |
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$ |
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— |
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— |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Balance at January 1, 2021 |
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$ |
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— |
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$ |
— |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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( |
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Preferred dividends declared ($ |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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Vesting of restricted share units |
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— |
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— |
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— |
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— |
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( |
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— |
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— |
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— |
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Share-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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OP Unit exchanges ( |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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Balance at June 30, 2021 |
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$ |
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— |
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$ |
— |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
- 5 -
SERITAGE GROWTH PROPERTIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited, amounts in thousands, except per share amounts)
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Class A Common |
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Class B Common |
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Series A Preferred |
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Additional Paid-In |
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Accumulated |
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Non- Controlling |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Interests |
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Equity |
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Balance at April 1, 2020 |
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$ |
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— |
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$ |
— |
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$ |
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$ |
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$ |
( |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Preferred dividends declared ($ share) |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Vesting of restricted share units |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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- |
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|
Share-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Balance at June 30, 2020 |
|
|
|
|
|
$ |
|
|
|
|
— |
|
|
$ |
— |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at April 1, 2021 |
|
|
|
|
|
$ |
|
|
|
|
— |
|
|
$ |
— |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Preferred dividends declared ($ share) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Vesting of restricted share units |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Share-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
OP Unit exchanges ( |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
Balance at June 30, 2021 |
|
|
|
|
|
$ |
|
|
|
|
— |
|
|
$ |
— |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
- 6 -
SERITAGE GROWTH PROPERTIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, amounts in thousands)
|
|
|
Six Months Ended June 30, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
CASH FLOW FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
Equity in loss of unconsolidated entities |
|
|
|
|
|
|
|
|
|
Distributions from unconsolidated entities |
|
|
|
|
|
|
|
|
|
Gain on sale of real estate, net |
|
|
( |
) |
|
|
( |
) |
|
Impairment of real estate assets |
|
|
|
|
|
|
|
|
|
Share-based compensation |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
Amortization of deferred financing costs |
|
|
|
|
|
|
|
|
|
Amortization of above and below market leases, net |
|
|
|
|
|
|
( |
) |
|
Straight-line rent adjustment |
|
|
( |
) |
|
|
|
|
|
Change in operating assets and liabilities |
|
|
|
|
|
|
|
|
|
Tenants and other receivables |
|
|
|
|
|
|
( |
) |
|
Prepaid expenses, deferred expenses and other assets |
|
|
( |
) |
|
|
|
|
|
Accounts payable, accrued expenses and other liabilities |
|
|
( |
) |
|
|
|
|
|
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
|
CASH FLOW FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
Investment in unconsolidated entities |
|
|
( |
) |
|
|
( |
) |
|
Distributions from unconsolidated entities |
|
|
— |
|
|
|
|
|
|
Net proceeds from sale of real estate |
|
|
|
|
|
|
|
|
|
Development of real estate |
|
|
( |
) |
|
|
( |
) |
|
Net cash provided by (used in) investing activities |
|
|
|
|
|
|
( |
) |
|
CASH FLOW FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
Repayment of sale-leaseback financing obligations |
|
|
|
|
|
|
— |
|
|
Purchase of shares related to stock grant recipients' tax withholdings |
|
|
( |
) |
|
|
( |
) |
|
Preferred dividends paid |
|
|
( |
) |
|
|
( |
) |
|
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
|
Net decrease in cash and cash equivalents |
|
|
( |
) |
|
|
( |
) |
|
Cash and cash equivalents, and restricted cash, beginning of period |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, and restricted cash, end of period |
|
$ |
|
|
|
$ |
|
|
- 7 -
SERITAGE GROWTH PROPERTIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited, amounts in thousands)
|
|
|
Six Months Ended June 30, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
|
|
|
|
|
|
|
|
|
Cash payments for interest |
|
$ |
|
|
|
$ |
|
|
|
Capitalized interest |
|
|
|
|
|
|
|
|
|
Income taxes paid |
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
Development of real estate financed with accounts payable |
|
$ |
|
|
|
$ |
|
|
|
Preferred dividends declared and unpaid |
|
|
|
|
|
|
|
|
|
Transfer to real estate assets held for sale |
|
|
|
|
|
|
|
|
|
Recording of right of use assets |
|
|
— |
|
|
|
|
|
|
Recording of lease liabilities |
|
|
— |
|
|
|
( |
) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
- 8 -
SERITAGE GROWTH PROPERTIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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
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 $
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
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
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 $
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.
- 9 -
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
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: |
|
|
Site improvements: |
|
- 10 -
|
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 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Gain on sale of real estate, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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,
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
- 11 -
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.
Restricted Cash
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 $
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.
- 12 -
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
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.
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
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
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
- 13 -
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.
Note 3 – Lease Intangible Assets and Liabilities
|
June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Accumulated |
|
|
|
|
|
||
|
Lease Intangible Assets |
|
Asset |
|
|
Amortization |
|
|
Balance |
|
|||
|
In-place leases, net |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
Above-market leases, net |
|
|
|
|
|
|
( |
) |
|
$ |
|
|
|
Total |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
Gross |
|
|
Accumulated |
|
|
|
|
|
||
|
Lease Intangible Liabilities |
|
Liability |
|
|
Amortization |
|
|
Balance |
|
|||
|
Below-market leases, net |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
Total |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Accumulated |
|
|
|
|
|
||
|
Lease Intangible Assets |
|
Asset |
|
|
Amortization |
|
|
Balance |
|
|||
|
In-place leases, net |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
Above-market leases, net |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
Gross |
|
|
Accumulated |
|
|
|
|
|
||
|
Lease Intangible Liabilities |
|
Liability |
|
|
Amortization |
|
|
Balance |
|
|||
|
Below-market leases, net |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
Total |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
- 14 -
Amortization of acquired below-market leases, net of acquired above-market leases, resulted in additional rental income of $0.1 million and $
|
|
|
Below market leases, net |
|
|
Below market ground lease |
|
|
In-place leases |
|
|||
|
Remainder of 2021 |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
2022 |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Thereafter |
|
|
|
|
|
|
|
|
|
|
|
|
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.) |
|
|
|
|
|
|
|
|
|
|||
|
GS Portfolio Holdings (2017) LLC ("GGP II JV") |
|
Brookfield Properties Retail (formerly GGP Inc.) |
|
|
|
|
|
|
|
|
|
|||
|
MS Portfolio LLC ("Macerich JV") |
|
The Macerich Company |
|
|
|
|
|
|
|
|
|
|||
|
SPS Portfolio Holdings II LLC ("Simon JV") |
|
Simon Property Group, Inc. |
|
|
|
|
|
|
|
|
|
|||
|
Mark 302 JV LLC ("Mark 302 JV") |
|
An investment fund managed by Invesco Real Estate |
|
|
|
|
|
|
|
|
|
|||
|
SI UTC LLC ("UTC JV") |
|
A separate account advised by Invesco Real Estate |
|
|
|
|
|
|
|
|
|
|||
|
SF WH Joint Venture LLC ("West Hartford JV") |
|
An affiliate of First Washington Realty |
|
|
|
|
|
|
|
|
|
|||
|
GGCAL SRG HV LLC ("Cockeysville JV") |
|
An affiliate of Greenberg Gibbons |
|
|
|
|
|
|
|
|
|
|||
|
Tech Ridge JV Holding LLC ("Tech Ridge JV") |
|
An affiliate of RD Management |
|
|
|
|
|
|
|
— |
|
|||
|
J&J Baldwin Park LLC ("Carson Investment") |
|
An affiliate of NewMark Merrilll Companies and other entities |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
- 15 -
In certain circumstances, the Contribution Value is subject to revaluation as defined in the respective unconsolidated entity agreements, which may result in an adjustment to the gain or loss recognized. If the Contribution Value is subject to revaluation, the Company initially recognizes the gain or loss at the value that is the expected amount within the range of possible outcomes and will re-evaluate the expected amount on a quarterly basis through the final determination date.
Upon revaluation, the primary inputs in determining the Contribution Value will be updated for actual results and may result in a cash settlement or capital account adjustment between the unconsolidated entity partners, as well as an adjustment to the initial gain or loss.
Each reporting period, the Company re-analyzes the primary inputs that determine the Contribution Value and the gain or loss for those unconsolidated entities subject to a revaluation. The following table summarizes the properties contributed to the Company’s unconsolidated entities:
|
|
|
|
|
June 30, 2021 |
|
|||||
|
Unconsolidated Entities |
|
Contribution Date |
|
Contribution Value |
|
|
Gain (Loss) |
|
||
|
2018 |
|
|
|
|
|
|
|
|
|
|
|
Mark 302 JV (1) |
|
|
|
$ |
|
|
|
$ |
|
|
|
2019 |
|
|
|
|
|
|
|
|
|
|
|
Cockeysville JV (2) |
|
|
|
$ |
|
|
|
$ |
|
|
|
Tech Ridge JV (3) |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
|
(2) |
|
|
(3) |
|
- 16 -
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 |
|
$ |
|
|
|
$ |
|
|
|
Buildings and improvements |
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
Construction in progress |
|
|
|
|
|
|
|
|
|
Net investment in real estate |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
Tenant and other receivables, net |
|
|
|
|
|
|
|
|
|
Other assets, net |
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND MEMBERS' INTERESTS |
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Mortgage loans payable, net |
|
$ |
|
|
|
$ |
|
|
|
Accounts payable, accrued expenses and other liabilities |
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Members' Interest |
|
|
|
|
|
|
|
|
|
Additional paid in capital |
|
|
|
|
|
|
|
|
|
Retained earnings (accumulated deficit) |
|
|
( |
) |
|
|
( |
) |
|
Total members' interest |
|
|
|
|
|
|
|
|
|
Total liabilities and members' interest |
|
$ |
|
|
|
$ |
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Total revenue |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Property operating expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Operating loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Other expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Equity in loss of unconsolidated entities (1) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
(1) |
|
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
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
- 17 -
which ended as of June 30, 2021. The Company earned $
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 |
|
$ |
|
|
|
2022 |
|
|
|
|
|
2023 |
|
|
|
|
|
2024 |
|
|
|
|
|
2025 |
|
|
|
|
|
2026 |
|
|
|
|
|
Thereafter |
|
|
|
|
|
Total |
|
$ |
|
|
|
|
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 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Variable rental income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total rental income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Lessee Disclosures
The Company has
The Company recorded rent expense related to leased corporate office space of $
In addition, the Company recorded ground rent expense of approximately $
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) |
|
|
|
|
|
Weighted average discount rate |
|
|
|
% |
|
Cash paid for operating leases (in thousands) |
|
$ |
|
|
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 $
- 18 -
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
Future sale-leaseback financing obligations as of June 30, 2021 are approximately as follows:
|
(in thousands) |
|
June 30, 2021 |
|
|
|
Remainder of 2021 |
|
$ |
|
|
|
2022 |
|
|
|
|
|
2023 |
|
|
|
|
|
2024 |
|
|
|
|
|
2025 |
|
|
|
|
|
2026 |
|
|
|
|
|
Thereafter |
|
|
|
|
|
Interest |
|
|
( |
) |
|
Total |
|
$ |
|
|
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 United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) issued an order approving the rejection of the Original Master Lease. The Company analyzed this transaction under applicable accounting guidance and determined that the termination of the Original Master Lease and entering into the Holdco Master Lease should be accounted for as a modification. The Holdco Master Lease provided the Company with the right to recapture up to approximately 50% of the space occupied by the tenant at all properties (other than five specified properties) and the right to recapture any automotive care centers which are free-standing or attached as “appendages” to the properties, all outparcels or outlots and certain portions of parking areas and common areas.
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 $
|
(in thousands) |
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Fixed rental income |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
|
Variable rental income |
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
Total rental income |
|
$ |
- |
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
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 $
Funded amounts under the Term Loan Facility bear interest at an annual rate of
- 19 -
As of June 30, 2021, the aggregate principal amount outstanding under the Term Loan Facility was $
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 $
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
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
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 $
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
- 20 -
Operating Partnership is required to pay any deferred interest from Available Cash in excess of $
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.
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
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.
Note 8 – Fair Value Measurements
ASC 820, Fair Value Measurement, defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the “exit price”). ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels:
Level 1 - quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities
Level 2 - observable prices based on inputs not quoted in active markets, but corroborated by market data
Level 3 - unobservable inputs used when little or no market data is available
The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company also considers counterparty credit risk in its assessment of fair value.
Assets Measured at Fair Value on a Nonrecurring Basis
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, the Company recorded impairment losses of $
- 21 -
resulted from the Company’s decision to monetize additional assets through sales or development joint ventures. Impairment losses of $
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
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 $
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 $
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 $
- 22 -
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.
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
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.
- 23 -
In addition, as of June 30, 2021, the Company had incurred $
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
Note 12 – Shareholders’ Equity
Class A Common Shares
As of June 30, 2021,
Class B Non-Economic Common Shares
As of June 30, 2021, there were
Series A Preferred Shares
In December 2017, the Company issued
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 $
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:
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Series A |
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Declaration Date |
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Record Date |
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Payment Date |
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Preferred Share |
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2021 |
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$ |
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2020 |
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$ |
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- 24 -
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.
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.
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(in thousands except per share amounts) |
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2021 |
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2020 |
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2021 |
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2020 |
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Numerator - Basic and Diluted |
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Net income (loss) |
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( |
) |
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( |
) |
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( |
) |
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Net income attributable to non-controlling interests |
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( |
) |
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Preferred dividends |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
|
Net loss attributable to common shareholders - Basic and diluted |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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Denominator - Basic and Diluted |
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Weighted average Class A common shares outstanding |
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Weighted average Class A common shares outstanding - Basic |
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Restricted shares and share units |
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— |
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— |
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— |
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— |
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Weighted average Class A common shares outstanding - Diluted |
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Net loss per share attributable to Class A common shareholders - Basic |
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$ |
( |
) |
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$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
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Net loss per share attributable to Class A common shareholders - Diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
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
- 25 -
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
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
In general, participating employees are required to remain employed for vesting to occur (subject to certain limited exceptions). Restricted shares and share units that do not vest are forfeited. Dividends on restricted shares and share units with time-based vesting are paid to holders of such shares and share units and are not returnable, even if the underlying shares or share units do not ultimately vest. Dividends on restricted shares and share units with performance-based vesting are accrued when declared and paid to holders of such shares on the third, and in some instances, the fourth anniversary of the initial grant subject to the vesting of the underlying shares. See Note 2 for valuation information related to the grants of the awards that are subject to market-based vesting conditions.
The following table summarizes restricted share activity for the six months ended June 30, 2021:
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Six Months Ended June 30, 2021 |
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Weighted- |
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Average Grant |
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Shares |
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Date Fair Value |
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||
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Unvested restricted shares at beginning of period |
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$ |
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Share units granted |
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Restricted shares vested |
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( |
) |
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Restricted shares forfeited |
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( |
) |
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Unvested restricted shares at end of period |
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The Company recognized $
As of June 30, 2021, there were approximately $
- 26 -
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “projects,” “would,” “may” or other similar expressions in this Quarterly Report on Form 10-Q. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 and in Part II, Item 1A of this Quarterly Report on Form 10-Q. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q. The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included in Part 1 of this Quarterly Report.
Overview
We are 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, our 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”).
As of June 30, 2021, the Company does not lease any properties to Holdco under the Holdco Master Lease.
COVID-19 Pandemic
The Coronavirus (“COVID-19”) pandemic has caused and continues to cause significant impacts on the real estate industry in the United States, including the Company’s properties.
As of June 30, 2021, we had collected 96% of rental income for the three and six months ended June 30, 2021, and agreed to defer an additional 2%. While we intend to enforce our contractual rights under our leases, there can be no assurance that tenants will meet their future obligations or that additional rental modification agreements will not be necessary.
As a result of the fluidity and uncertainty surrounding this situation, we expect that 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 results for future periods. As such, we cannot reasonably estimate the impact of COVID-19 on our financial condition, results of operations or cash flows over the foreseeable future.
Results of Operations
We derive substantially all of our revenue from rents received from tenants under existing leases at each of our properties. This revenue generally includes fixed base rents and recoveries of expenses that we have incurred and that we pass through to the individual tenants, in each case as provided in the respective leases.
Our primary cash expenses consist of our property operating expenses, general and administrative expenses, interest expense, and construction and development related costs. Property operating expenses include real estate taxes, repairs and maintenance, management fees, insurance, ground lease costs and utilities; general and administrative expenses include payroll, office expenses, professional fees, and other administrative expenses; and interest expense is on our term loan facility. In addition, we incur substantial non-cash charges for depreciation of our properties and amortization of intangible assets and liabilities.
- 27 -
Comparison of the Three Months Ended June 30, 2021 to the Three Months Ended June 30, 2020
The following table presents selected data on comparative results from the Company’s condensed consolidated statements of operations for the three months ended June 30, 2021, as compared to the three months ended June 30, 2020 (in thousands):
|
|
|
Three Months Ended June 30, |
|
|
|
|
|
|||||
|
|
|
2021 |
|
|
2020 |
|
|
$ Change |
|
|||
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
|
$ |
27,595 |
|
|
$ |
21,648 |
|
|
$ |
5,947 |
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating |
|
|
11,286 |
|
|
|
8,697 |
|
|
|
2,589 |
|
|
Real estate taxes |
|
|
9,061 |
|
|
|
9,384 |
|
|
|
(323 |
) |
|
Depreciation and amortization |
|
|
13,328 |
|
|
|
23,702 |
|
|
|
(10,374 |
) |
|
General and administrative |
|
|
11,990 |
|
|
|
8,644 |
|
|
|
3,346 |
|
|
Gain on sale of real estate, net |
|
|
18,097 |
|
|
|
53,877 |
|
|
|
(35,780 |
) |
|
Impairment of real estate assets |
|
|
(64,539 |
) |
|
|
(1,813 |
) |
|
|
(62,726 |
) |
|
Interest expense |
|
|
28,976 |
|
|
|
22,145 |
|
|
|
6,831 |
|
Rental Income
The following table presents the results for rental income for the three months ended June 30, 2021, as compared to the corresponding period in 2020 (in thousands):
|
|
|
Three Months Ended June 30, |
|
|
Three Months Ended June 30, |
|
|
|
|
|
||||||||||
|
|
|
2021 |
|
|
2020 |
|
|
|
|
|
||||||||||
|
|
|
Rental Income |
|
|
% of Total Rental Income |
|
|
Rental Income |
|
|
% of Total Rental Income |
|
|
$ Change |
|
|||||
|
Sears/Kmart |
|
$ |
— |
|
|
|
0.0 |
% |
|
$ |
(420 |
) |
|
|
-1.9 |
% |
|
$ |
420 |
|
|
In-place diversified, non-Sears leases |
|
|
26,357 |
|
|
|
95.9 |
% |
|
|
24,725 |
|
|
|
114.2 |
% |
|
|
1,632 |
|
|
Straight-line |
|
|
1,238 |
|
|
|
4.5 |
% |
|
|
(2,695 |
) |
|
|
-12.4 |
% |
|
|
3,933 |
|
|
Amortization of the above/below market leases |
|
|
— |
|
|
|
-0.4 |
% |
|
|
38 |
|
|
|
0.2 |
% |
|
|
(38 |
) |
|
Total rental income |
|
$ |
27,595 |
|
|
|
100.0 |
% |
|
$ |
21,648 |
|
|
|
100.0 |
% |
|
$ |
5,947 |
|
The increase of $0.4 million in Sears or Kmart rental income during 2021 is due to a reversal of rental income recorded in 2020 relating to a reserve against doubtful accounts.
The increase of $1.6 million in diversified tenants rental income during 2021 is primarily due to newly commenced leases at locations formerly occupied by Sears or Kmart, offset by reductions related to properties sold and a reduction to rental revenue record as a result of the Company’s evaluation of collectability of its rental revenue recorded in the second quarter of 2020.
The increase of $3.9 million in straight-line rental income during 2021 was primarily due to (i) the accelerated amortization of straight-line rent receivables as a result of termination activity under the Holdco Master Lease during 2020 and (ii) the commencement of new leases with fixed rent increases.
The decrease of $0.1 million in amortization of above/below market leases during 2021 was due primarily to the termination of certain leases previously acquired by the Company.
Property Operating Expenses and Real Estate Taxes
The increase of $2.6 million in property operating expense for the three months ended June 30, 2021 was due primarily to reduced expenses incurred during the three months ended June 30, 2020 relating to COVID-19 closures, increased expenses at properties for which Sears or Kmart paid such expenses directly, and a decrease in amounts capitalized, partially offset by property sales.
The decrease of $0.3 million in real estate taxes for the three months ended June 30, 2021 was due primarily to asset sales, partially offset by a decrease in amounts capitalized.
- 28 -
Depreciation and Amortization Expenses
The decrease of $10.4 million in depreciation and amortization expenses for the three months ended June 30, 2021 was primarily due to recording accelerated depreciation and amortization expenses for the six months ended June 30, 2020, and lower depreciation expense driven by property sales.
Accelerated amortization results from the recapture of space from, or the termination of space by Holdco. Such recaptures and terminations are deemed lease modifications and require related lease intangibles to be amortized over the shorter of the shortened lease term or the remaining useful life of the asset.
General and Administrative Expenses
The increase of $3.3 million in general and administrative expenses for the three months ended June 30, 2021 was driven by increases in severance and restructuring costs, D&O insurance, and salary expenses incurred in 2021.
Gain on Sale of Real Estate, Net
During the three months ended June 30, 2021, the Company sold seven properties and pad sides for aggregate consideration of $80.0 million and recorded gains totaling $18.1 million, which are included in gain on sale of real estate, net within the condensed consolidated statements of operations.
Impairment of Real Estate Assets
During the three months ended June 30, 2021, the Company recognized $64.5 million in impairment on 28 real estate assets, which is included within the condensed consolidated statements of operations.
Interest Expense
The increase of $6.8 million in interest expense for the three months ended June 30, 2021 was driven by mortgage costs being recorded during the period and a decrease in amounts capitalized.
Comparison of the Six Months Ended June 30, 2021 to the Six Months Ended June 30, 2020
The following table presents selected data on comparative results from the Company’s condensed consolidated statements of operations for the six months ended June 30, 2021, as compared to the six months ended June 30, 2020 (in thousands):
|
|
|
Six Months Ended June 30, |
|
|
|
|
|
|||||
|
|
|
2021 |
|
|
2020 |
|
|
$ Change |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
|
$ |
58,741 |
|
|
$ |
54,758 |
|
|
$ |
3,983 |
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating |
|
|
21,929 |
|
|
|
18,998 |
|
|
|
2,931 |
|
|
Real estate taxes |
|
|
19,216 |
|
|
|
18,609 |
|
|
|
607 |
|
|
Depreciation and amortization |
|
|
26,470 |
|
|
|
57,799 |
|
|
|
(31,329 |
) |
|
General and administrative |
|
|
23,222 |
|
|
|
18,064 |
|
|
|
5,158 |
|
|
Gain on sale of real estate, net |
|
|
42,305 |
|
|
|
74,665 |
|
|
|
(32,360 |
) |
|
Impairment of real estate assets |
|
|
(66,239 |
) |
|
|
(1,813 |
) |
|
|
(64,426 |
) |
|
Interest expense |
|
|
55,126 |
|
|
|
43,658 |
|
|
|
11,468 |
|
- 29 -
Rental Income
The following table presents the results for rental income for the six months ended June 30, 2021, as compared to the corresponding period in 2020 (in thousands):
|
|
|
|
Six Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
|
|
||||||||||
|
|
|
|
2021 |
|
|
2020 |
|
|
|
|
|
||||||||||
|
|
|
|
Rental Income |
|
|
% of Total Rental Income |
|
|
Rental Income |
|
|
% of Total Rental Income |
|
|
$ Change |
|
|||||
|
|
Sears or Kmart |
|
$ |
4,510 |
|
|
|
7.7 |
% |
|
$ |
7,707 |
|
|
|
14.1 |
% |
|
$ |
(3,197 |
) |
|
|
In-place diversified, non-Sears leases |
|
|
53,165 |
|
|
|
90.5 |
% |
|
|
52,311 |
|
|
|
95.5 |
% |
|
|
854 |
|
|
|
Straight-line rent |
|
|
1,028 |
|
|
|
1.8 |
% |
|
|
(5,396 |
) |
|
|
-9.9 |
% |
|
|
6,424 |
|
|
|
Amortization of above/below market leases |
|
|
38 |
|
|
|
0.1 |
% |
|
|
136 |
|
|
|
0.2 |
% |
|
|
(98 |
) |
|
|
Total rental income |
|
$ |
58,741 |
|
|
|
100.0 |
% |
|
$ |
54,758 |
|
|
|
100.0 |
% |
|
$ |
3,983 |
|
The decrease of $3.2 million in Sears or Kmart rental income during 2021 is due to a reduction in the number of properties leased to Sears or Kmart under the Holdco Master Lease, as a result of terminations. As of March 15, 2021, Sears no longer occupies space at any properties.
The increase of $0.9 million in diversified tenants rental income during 2021 is primarily due to newly commenced leases at locations formerly occupied by Sears or Kmart, offset by reductions related to properties sold and a reduction to rental revenue record as a result of the Company’s evaluation of collectability of its rental revenue recorded in the second quarter of 2020.
The increase of $6.4 million in straight-line rental income during 2021 was primarily due to (i) the reversal in 2020 of previously recorded straight-line rent and (ii) the commencement of new leases with fixed rent increases.
The decrease of $0.1 million in amortization of above/below market leases during 2021 was due primarily to the termination of certain leases previously acquired by the Company.
Property Operating Expenses and Real Estate Taxes
The increase of $2.9 million in property operating expense for the six months ended June 30, 2021 was due primarily to reduced expenses incurred during the six months ended June 30, 2020 relating to COVID-19 closures, increased expenses at properties for which Sears or Kmart paid such expenses directly, and a decrease in amounts capitalized, partially offset by property sales.
The increase of $0.6 million in real estate taxes for the six months ended June 30, 2021 was due primarily to an increase in assessed real estate taxes and a decrease in amounts capitalized, partially offset by asset sales.
Depreciation and Amortization Expenses
The decrease of $31.3 million in depreciation and amortization expenses for the six months ended June 30, 2021 was primarily due to recording accelerated depreciation and amortization expenses for the six months ended June 30, 2020, and lower depreciation expense driven by property sales.
Accelerated amortization results from the recapture of space from, or the termination of space by Holdco. Such recaptures and terminations are deemed lease modifications and require related lease intangibles to be amortized over the shorter of the shortened lease term or the remaining useful life of the asset. No such amortization was recorded for the six months ended June 30, 2021.
General and Administrative Expenses
The increase of $5.2 million in general and administrative expenses for the six months ended June 30, 2021 was driven by increases in compensation expenses, severance and restructuring costs, insurance premiums and legal fees. This was partially offset by a decrease relating to stock-based compensation.
- 30 -
Gain on Sale of Real Estate, Net
During the six months ended June 30, 2021, the Company sold eleven properties and pad sites for aggregate consideration of $126.9 million and recorded gains totaling $42.3 million, which are included in gain on sale of real estate, net within the condensed consolidated statements of operations.
Impairment of Real Estate Assets
During the six months ended June 30, 2021, the Company recognized $66.2 million in impairment of 29 real estate assets, which is included within the condensed consolidated statements of operations.
Interest Expense
The increase of $11.5 million in interest expense for the six months ended June 30, 2021 was driven by a decrease in amounts capitalized and an increase of costs incurred relating to mortgage recording costs.
Liquidity and Capital Resources
Our 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’s 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 we expect to fund such obligations and any development expenditures with cash on hand and a combination of capital sources including, but not limited to the following, subject to any approvals that may be required under the Term Loan Agreement:
|
|
• |
Sales of Wholly Owned Properties. As of June 30, 2021, we had sold 79 Wholly Owned Properties, and additional outparcels at certain properties, and generated approximately $718.3 million of gross proceeds since we began our capital recycling program in July 2017. Subsequent to June 30, 2021, we sold one Wholly Owned Properties for gross proceeds of $3.5 million and, as of August 5, 2021, had entered into contracts to sell additional assets for anticipated gross proceeds of $90.6 million, subject to buyer due diligence and closing conditions; |
|
|
• |
Sales of interests in Unconsolidated Properties. As of June 30, 2021, we had sold our interests in 15 Unconsolidated Properties and generated approximately $278.1 million of gross proceeds since July 2017. Certain of our unconsolidated entity agreements also include rights that allow us to sell our interests in select Unconsolidated Properties to our partners at fair market value; |
|
|
• |
New Unconsolidated Entities. As of June 30, 2021, we had contributed interests in 11 properties to unconsolidated entities, which generated approximately $212.4 million of gross proceeds since July 2017. Subsequent to June 30, 2021, we contributed interests in 2 properties to unconsolidated entities, which generated approximately $15.9 million of gross proceeds. In addition to generating liquidity upon closing, these entities also reduce our development expenditures by the amount of our partners’ interests in the unconsolidated entities; |
|
|
• |
Unconsolidated entities debt. We may incur property-level debt in new or existing unconsolidated entities, including construction financing for properties under development and longer-term mortgage debt for stabilized properties; and |
|
|
• |
Other credit and capital markets transactions. We may raise additional capital through the public or private issuance of debt securities, common or preferred equity or other instruments convertible into or exchangeable for common or preferred equity. |
As previously disclosed, on May 5, 2020, the Operating Partnership and Berkshire Hathaway entered into an amendment (the “Term Loan Amendment”) to the Term Loan Agreement by and among the Operating Partnership and Berkshire Hathaway as initial lender and administrative agent that permits the deferral of payment of interest under the Term Loan Agreement if, as of the first day of each applicable month, (x) the amount of unrestricted and unencumbered (other than liens created under the Term Loan Agreement) cash on hand of the Operating Partnership and its subsidiaries, minus (y) the aggregate amount of anticipated necessary expenditures for such period (such sum, “Available Cash”) is equal to or less than $30.0 million. In such instances, for each interest period, the Operating Partnership is obligated to make payments of interest in an amount equal to the difference between (i) Available Cash and (ii) $20.0 million (provided that such payment shall not exceed the amount of current interest otherwise due under the Term Loan Agreement). Any deferred interest shall accrue interest at 2.0% in excess of the then applicable interest rate and shall be due and payable on July 31, 2023; provided, that the Operating Partnership is required to pay any deferred interest from Available Cash in
- 31 -
excess of $30.0 million (unless otherwise agreed to by the administrative agent under the Term Loan Agreement in its sole discretion). In addition, repayment of any outstanding deferred interest is a condition to any borrowings under the $400.0 million incremental funding facility under the Term Loan Agreement (the “Incremental Funding Facility”).
Additionally, the Term Loan Amendment provides that the administrative agent and the lenders express their continued support for asset dispositions, subject to the administrative agent’s right to approve the terms of individual transactions due to the occurrence of a Financial Metric Trigger Event, as such term is defined under the Term Loan Agreement.
Our Term Loan Facility includes a $400.0 million Incremental Funding Facility, access to which is subject to rental income from non-Sears Holdings tenants of at least $200.0 million, on an annualized basis and after giving effect to SNO leases expected to commence rent payment within 12 months, which we have not yet achieved. There is no assurance of the Company’s ability to access the Incremental Funding Facility.
Cash Flows for the six months Ended June 30, 2021 Compared to the six months Ended June 30, 2020
The following table summarizes the Company’s cash flow activities for the six months ended June 30, 2021 and 2020 (in thousands):
|
|
|
Six Months Ended June 30, |
|
|
|
|
|
|||||
|
|
|
2021 |
|
|
2020 |
|
|
$ Change |
|
|||
|
Net cash used in operating activities |
|
$ |
(56,616 |
) |
|
$ |
(18,345 |
) |
|
$ |
(38,271 |
) |
|
Net cash provided by (used in) investing activities |
|
|
56,099 |
|
|
|
(36,705 |
) |
|
|
92,804 |
|
|
Net cash used in financing activities |
|
|
(2,529 |
) |
|
|
(2,535 |
) |
|
|
6 |
|
Cash Flows from Operating Activities
Significant components of net cash used in operating activities include:
In 2021, a decrease in rental income and a decrease in accounts payable, accrued expenses and other liabilities, partially offset by a decrease in tenant and other receivables.
Cash Flows from Investing Activities
Significant components of net cash provided by (used in) investing activities include:
|
− |
In 2021, $122.3 million of net proceeds from the sale of real estate offset by development of real estate of ($44.9) million and investments in unconsolidated entities of ($21.3) million; and |
|
− |
In 2020, development of real estate and property improvements of ($139.3) million and investments in unconsolidated entities of $(41.1) million, partially offset by $142.5 million of net proceeds from the sale of real estate. |
Cash Flows from Financing Activities
Significant components of net cash used in by financing activities include:
|
− |
In 2021, cash payments of preferred dividends, ($2.5) million; |
|
− |
In 2020, cash payments of preferred dividends, ($2.5) million. |
Dividends and Distributions
The Company’s Board of Trustees has not declared dividends on the Company’s Class A common shares during the six months ended June 30, 2021.
- 32 -
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 our shareholders to comply with the REIT requirements of the Code, which may be satisfied by dividends on the Company’s Series A Preferred shares.
Off-Balance Sheet Arrangements
The Company accounts for its investments in entities that it does not have a controlling interest in or is not the primary beneficiary using the equity method of accounting and those investments are reflected on the condensed consolidated balance sheets of the Company as investments in unconsolidated entities. As of June 30, 2021 and December 31, 2020, we did not have any off-balance sheet financing arrangements.
Contractual Obligations
There have been no significant changes in the contractual obligations disclosed in our Form 10-K for the year ended December 31, 2020.
Capital Expenditures
During the three and six months ended June 30, 2021 the Company invested $18.1 million and $44.9 million, respectively, in our consolidated development and operating properties and an additional $11.4 million and $21.3 million, respectively, into our unconsolidated joint ventures.
The Company also continued to advance its previously underway premier projects in Aventura (FL), Santa Monica (CA) and La Jolla (CA), and its pipeline of such projects, including its two previously announced multifamily projects, in Redmond (WA) and Dallas (TX), each of which represents the first phase of larger, mixed-use developments. A multifamily project in Lynwood (WA) in an Unconsolidated Entity is also underway and has been scheduled for opening in the fourth quarter of 2021.
During the three and six months ended June 30, 2021, we incurred maintenance capital expenditures of approximately $0.3 million and $0.9 million, respectively, that were not associated with re-tenanting and redevelopment projects.
During the three and six months ended June 30, 2020, we incurred maintenance capital expenditures of approximately $0.7 million and $2.5 million, respectively, that were not associated with re-tenanting and redevelopment projects.
Litigation and Other Matters
In accordance with accounting standards regarding loss contingencies, we accrue an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated, and we disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued or disclose the fact that such a range of loss cannot be estimated. We do not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. In such cases, we disclose the nature of the contingency, and an estimate of the possible loss, range of loss, or disclose the fact that an estimate cannot be made.
During the Sears Holdings bankruptcy proceedings, the Official Committee of Unsecured Creditors of Sears Holdings (the “UCC”) and others, including the Restructuring Subcommittee of the Board of Directors of Sears Holdings, alleged that the 2015 Transactions
- 33 -
between us and Sears Holdings constituted a fraudulent conveyance, and indicated an intent to pursue litigation challenging the 2015 Transactions on that and other grounds. The approval of the Holdco Acquisition by the Bankruptcy Court expressly preserved claims relating to the 2015 Transactions between us and Sears Holdings.
On April 18, 2019, at the direction of the Restructuring Sub-Committee of the Restructuring Committee of the Board of Directors of Sears Holdings Corporation, 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, 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 master lease agreement (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, return of the proceeds of the transactions between Sears Holdings and Seritage, or (ii) in the alternative, 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. We believe that the claims against the Seritage Defendants in the Litigation are without merit and intend to defend against them vigorously.
On March 2, 2021, the Company brought a lawsuit in Delaware state court against QBE Insurance Corporation, Endurance American
Insurance Company, Allianz Global Risks US Insurance Company and Continental Casualty Company, each of which are D&O
insurance providers of the Company (the “D&O Insurers”). The Company’s lawsuit is seeking, among other things, declaratory relief
and money damages as a result of certain of the D&O Insurers refusal to pay certain costs and expenses related to the defense of the
Litigation discussed above.
We are 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, the final outcome of such ordinary course legal proceedings and claims will not have a material effect on the condensed consolidated financial position, results of operations or liquidity of the Company.
- 34 -
Critical Accounting Policies
A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2020 in Management’s Discussion and Analysis of Financial Condition and Results of Operations. For the six months ended June 30, 2021, there were no material changes to these policies.
Non-GAAP Supplemental Financial Measures and Definitions
The Company makes reference to NOI, Total NOI, FFO and Company FFO which are financial measures that include adjustments to GAAP.
Net Operating Income ("NOI") and Total NOI
NOI is defined as income from property operations less property operating expenses. Other REITs may use different methodologies for calculating NOI, and accordingly, the Company's depiction of NOI may not be comparable to other REITs. The Company believes NOI provides useful information regarding Seritage, its financial condition, and results of operations because it reflects only those income and expense items that are incurred at the property level.
The Company also uses Total NOI, which includes its proportional share of unconsolidated properties. The Company believes this form of presentation offers insights into the financial performance and condition of the Company as a whole given our ownership of unconsolidated properties that are accounted for under GAAP using the equity method.
The Company also considers NOI and Total NOI to be a helpful supplemental measure of its operating performance because it excludes from NOI variable items such as termination fee income, as well as non-cash items such as straight-line rent and amortization of lease intangibles.
Due to the adjustments noted, NOI and Total NOI should only be used as an alternative measure of the Company’s financial performance.
Funds from Operations ("FFO") and Company FFO
FFO is calculated in accordance with National Association of REITs which defines FFO as net income computed in accordance with GAAP, excluding gains (or losses) from property sales, real estate related depreciation and amortization, and impairment charges on depreciable real estate assets. The Company considers FFO a helpful supplemental measure of the operating performance for equity REITs and a complement to GAAP measures because it is a recognized measure of performance by the real estate industry.
The Company makes certain adjustments to FFO, which it refers to as Company FFO, to account for certain non-cash and non-comparable items, such as termination fee income, severance and restructuring costs, litigation charges, acquisition-related expenses, amortization of deferred financing costs and certain up-front-hiring costs, that it does not believe are representative of ongoing operating results.
Due to the adjustments noted, FFO and Company FFO should only be used as an alternative measure of the Company’s financial performance.
Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures
None of NOI, Total NOI, FFO and Company FFO are measures that (i) represent cash flow from operations as defined by GAAP; (ii) are indicative of cash available to fund all cash flow needs, including the ability to make distributions; (iii) are alternatives to cash flow as a measure of liquidity; or (iv) should be considered alternatives to net income (which is determined in accordance with GAAP) for purposes of evaluating the Company’s operating performance. Reconciliations of these measures to the respective GAAP measures we deem most comparable are presented below on a comparative basis for all periods.
- 35 -
The following table reconciles NOI and Total NOI to GAAP net loss for the three and six months ended June 30, 2021 and 2020 (in thousands):
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
NOI and Total NOI |
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Net income / (loss) |
|
$ |
(95,304 |
) |
|
$ |
104 |
|
|
$ |
(106,237 |
) |
|
$ |
(30,871 |
) |
|
Termination fee income |
|
|
— |
|
|
|
— |
|
|
|
(2,611 |
) |
|
|
(990 |
) |
|
Management and other fee income |
|
|
(279 |
) |
|
|
(171 |
) |
|
|
(414 |
) |
|
|
(378 |
) |
|
Depreciation and amortization |
|
|
13,328 |
|
|
|
23,702 |
|
|
|
26,470 |
|
|
|
57,799 |
|
|
General and administrative expenses |
|
|
11,990 |
|
|
|
8,644 |
|
|
|
23,222 |
|
|
|
18,064 |
|
|
Equity in loss of unconsolidated entities |
|
|
2,327 |
|
|
|
1,322 |
|
|
|
3,489 |
|
|
|
2,216 |
|
|
Gain on sale of real estate |
|
|
(18,097 |
) |
|
|
(53,877 |
) |
|
|
(42,305 |
) |
|
|
(74,665 |
) |
|
Impairment of real estate assets |
|
|
64,539 |
|
|
|
1,813 |
|
|
|
66,239 |
|
|
|
1,813 |
|
|
Interest and other income |
|
|
(530 |
) |
|
|
(141 |
) |
|
|
(8,154 |
) |
|
|
(474 |
) |
|
Interest expense |
|
|
28,976 |
|
|
|
22,145 |
|
|
|
55,126 |
|
|
|
43,658 |
|
|
Provision (benefit) for income taxes |
|
|
298 |
|
|
|
26 |
|
|
|
160 |
|
|
|
(11 |
) |
|
Straight-line rent |
|
|
(1,238 |
) |
|
|
2,694 |
|
|
|
(1,028 |
) |
|
|
5,395 |
|
|
Above/below market rental income/expense |
|
|
102 |
|
|
|
(39 |
) |
|
|
63 |
|
|
|
(136 |
) |
|
NOI |
|
$ |
6,112 |
|
|
$ |
6,222 |
|
|
$ |
14,020 |
|
|
$ |
21,420 |
|
|
Unconsolidated entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOI of unconsolidated entities |
|
|
1,646 |
|
|
|
1,514 |
|
|
|
4,083 |
|
|
|
2,816 |
|
|
Straight-line rent |
|
|
(168 |
) |
|
|
(100 |
) |
|
|
(304 |
) |
|
|
(271 |
) |
|
Above/below market rental income/expense |
|
|
(29 |
) |
|
|
(58 |
) |
|
|
(62 |
) |
|
|
(540 |
) |
|
Termination fee income |
|
|
(9 |
) |
|
|
(293 |
) |
|
|
(751 |
) |
|
|
(293 |
) |
|
Total NOI |
|
$ |
7,553 |
|
|
$ |
7,285 |
|
|
$ |
16,986 |
|
|
$ |
23,132 |
|
- 36 -
The following table reconciles FFO and Company FFO to GAAP net loss for the three and six months ended June 30, 2021 and 2020 (in thousands):
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
FFO and Company FFO |
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Net income / (loss) |
|
$ |
(95,304 |
) |
|
$ |
104 |
|
|
$ |
(106,237 |
) |
|
$ |
(30,871 |
) |
|
Real estate depreciation and amortization (consolidated properties) |
|
|
12,959 |
|
|
|
23,201 |
|
|
|
25,715 |
|
|
|
56,788 |
|
|
Real estate depreciation and amortization (unconsolidated entities) |
|
|
3,217 |
|
|
|
2,597 |
|
|
|
6,383 |
|
|
|
4,441 |
|
|
Gain on sale of real estate |
|
|
(18,097 |
) |
|
|
(53,877 |
) |
|
|
(42,305 |
) |
|
|
(74,665 |
) |
|
Impairment of real estate assets |
|
|
64,539 |
|
|
|
1,813 |
|
|
|
66,239 |
|
|
|
1,813 |
|
|
Dividends on preferred shares |
|
|
(1,225 |
) |
|
|
(1,225 |
) |
|
|
(2,450 |
) |
|
|
(2,450 |
) |
|
FFO attributable to common shareholders and unitholders |
|
$ |
(33,911 |
) |
|
$ |
(27,387 |
) |
|
$ |
(52,655 |
) |
|
$ |
(44,944 |
) |
|
Termination fee income |
|
|
— |
|
|
|
— |
|
|
|
(2,611 |
) |
|
|
(990 |
) |
|
Termination fee income (unconsolidated entities) |
|
|
(9 |
) |
|
|
(293 |
) |
|
|
(751 |
) |
|
|
(293 |
) |
|
Amortization of deferred financing costs |
|
|
106 |
|
|
|
105 |
|
|
|
212 |
|
|
|
211 |
|
|
Severance and restructuring costs |
|
|
2,196 |
|
|
|
425 |
|
|
|
2,196 |
|
|
|
425 |
|
|
Mortgage recording costs |
|
|
2,313 |
|
|
|
— |
|
|
|
2,313 |
|
|
|
— |
|
|
Company FFO attributable to common shareholders and unitholders |
|
$ |
(29,305 |
) |
|
$ |
(27,150 |
) |
|
$ |
(51,296 |
) |
|
$ |
(45,591 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per diluted common share and unit |
|
$ |
(0.61 |
) |
|
$ |
(0.49 |
) |
|
$ |
(0.94 |
) |
|
$ |
(0.80 |
) |
|
Company FFO per diluted common share and unit |
|
$ |
(0.52 |
) |
|
$ |
(0.49 |
) |
|
$ |
(0.92 |
) |
|
$ |
(0.82 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Common Shares and Units Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
42,772 |
|
|
|
38,634 |
|
|
|
41,134 |
|
|
|
37,933 |
|
|
Weighted average OP units outstanding |
|
|
13,191 |
|
|
|
17,255 |
|
|
|
14,802 |
|
|
|
17,916 |
|
|
Weighted average common shares and units outstanding |
|
|
55,963 |
|
|
|
55,889 |
|
|
|
55,936 |
|
|
|
55,849 |
|
- 37 -
|
Item 3. |
Quantitative and Qualitative Disclosure about Market Risk |
There were no material changes in the Quantitative and Qualitative Disclosures about Market Risk set forth in our 2020 Annual Report on Form 10-K.
|
Item 4. |
Controls and Procedures |
Evaluation of Disclosure Controls and Procedures.
Under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date.
Changes in Internal Controls.
There were no changes in our internal control over financial reporting that occurred during the period ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
- 38 -
|
PART II. |
OTHER INFORMATION |
|
Item 1. |
Legal Proceedings |
The information required by this Item is incorporated by reference to Note 9 of the condensed consolidated financial statements included herein.
|
Item 1A. |
Risk Factors |
Information regarding risk factors appears in our 2020 Annual Report on Form 10-K in Part I, Item 1A. Risk Factors. There have been no material changes from the risk factors previously disclosed in our 2020 Annual Report on Form 10-K.
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
None.
|
Item 3. |
Defaults Upon Senior Securities |
None.
|
Item 4. |
Mine Safety Disclosures |
Not applicable.
|
Item 5. |
Other Information |
None.
- 39 -
|
Item 6. |
Exhibits |
|
Exhibit No. |
|
Description |
|
SEC Document Reference |
|||
|
|
|
|
|
|
|||
|
31.1 |
|
|
Filed herewith. |
||||
|
|
|
|
|
|
|||
|
31.2 |
|
|
Filed herewith. |
||||
|
|
|
|
|
|
|||
|
32.1 |
|
|
Furnished herewith. |
||||
|
|
|
|
|
|
|||
|
32.2 |
|
|
Furnished herewith. |
||||
|
|
|
|
|
|
|||
|
101.INS |
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
|
Filed herewith. |
|||
|
|
|
|
|
|
|||
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
|
Filed herewith. |
|||
|
|
|
|
|
|
|||
|
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
Filed herewith. |
|||
|
|
|
|
|
|
|||
|
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
Filed herewith. |
|||
|
|
|
|
|
|
|||
|
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
Filed herewith. |
|||
|
|
|
|
|
|
|||
|
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
Filed herewith. |
|||
|
|
|
|
|
|
|||
|
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
|
Filed herewith. |
|||
- 40 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
SERITAGE GROWTH PROPERTIES |
||
|
|
|
|
||||
|
Dated: August 9, 2021 |
|
|
|
/s/ Andrea Olshan |
||
|
|
|
|
|
By: |
|
Andrea Olshan |
|
|
|
|
|
President and Chief Executive Officer (Principal Executive Officer) |
||
|
|
|
|
|
|
||
|
Dated: August 9, 2021 |
|
|
|
/s/ Amanda Lombard |
||
|
|
|
|
|
By: |
|
Amanda Lombard |
|
|
|
|
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
||
- 41 -
Exhibit 31.1
CERTIFICATION
I, Andrea Olshan, certify that:
|
1. |
I have reviewed this quarterly report on Form 10-Q of Seritage Growth Properties; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
/s/ Andrea Olshan |
|
Date: August 9, 2021 |
|
Andrea Olshan |
|
|
|
President and Chief Executive Officer (Principal Executive Officer) |
|
|
Exhibit 31.2
CERTIFICATION
I, Amanda Lombard, certify that:
|
1. |
I have reviewed this quarterly report on Form 10-Q of Seritage Growth Properties; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
/s/ Amanda Lombard |
|
Date: August 9, 2021 |
|
Amanda Lombard |
|
|
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
|
|
Exhibit 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of Seritage Growth Properties, a Maryland real estate investment trust (the “Company”), on Form 10-Q for the quarter ended June 30, 2021 as filed with the Securities and Exchange Commission (the “Report”), I, Andrea Olshan, President and Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge:
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
|
/s/ Andrea Olshan |
|
Andrea Olshan President and Chief Executive Officer (Principal Executive Officer) August 9, 2021 |
A signed original of this written statement required by Section 906 has been provided to Seritage Growth Properties and will be retained by Seritage Growth Properties and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of Seritage Growth Properties, a Maryland real estate investment trust (the “Company”), on Form 10-Q for the quarter ended June 30, 2021 as filed with the Securities and Exchange Commission (the “Report”), I, Amanda Lombard, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge:
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
|
/s/ Amanda Lombard |
|
Amanda Lombard Chief Financial Officer (Principal Financial and Accounting Officer) August 9, 2021 |
A signed original of this written statement required by Section 906 has been provided to Seritage Growth Properties and will be retained by Seritage Growth Properties and furnished to the Securities and Exchange Commission or its staff upon request.