Quarterly report pursuant to Section 13 or 15(d)

LEASES

v3.21.1
LEASES
3 Months Ended
Mar. 31, 2021
Leases [Abstract]  
LEASES LEASES
Leases as Lessor
The 160 Retail Properties are leased pursuant to a single retail master lease (as amended, modified or supplemented from time to time, the “Retail Master Lease”) and the six Warehouses are leased pursuant to a single distribution center master lease (as amended, modified or supplemented from time to time, the “DC Master Lease”; together with the Retail Master Lease, the “Master Leases” and individually, each a “Master Lease”). On the Effective Date, New JCP assigned all of its right, title and interest as lessor under the Master Leases to the applicable PropCo. Each of the Master Leases has an initial term of 20 years that commenced on December 7, 2020 and is classified as an operating lease. The Trust receives monthly base rent pursuant to the Master Leases, which is 50% abated during the first lease year for each of the Retail Properties. At the beginning of the third lease year, base rent under the DC Master Lease increases by 2% per year and the increase is included in fixed lease payments and the future undiscounted lease payments schedule. At the beginning of the third lease year, base rent under the Retail Master Lease increases based on changes in the consumer price index (subject to a maximum 2% increase per year) and the increase is not included in fixed lease payments or the future undiscounted lease payments schedule.
The Master Leases require direct payment of all operating expenses, real estate taxes, ground lease payments (where applicable), and common area maintenance costs by New JCP and allow for lessor reimbursement if amounts are not directly paid. Expenses paid directly by New JCP are not included in the accompanying consolidated statement of operations, except for ground lease payments made by New JCP, since recording cash payments made by New JCP is necessary to relieve amounts due to the ground lessor included in the ground lease liabilities. For the Reporting Period, ground lease payments made by New JCP of $681 were included in “Lease income” in the accompanying consolidated statement of operations and ground lease rent expense of $1,134 was included in “Operating expenses” in the accompanying consolidated statement of operations.

In certain municipalities, the Trust may be required to remit sales taxes to governmental authorities based upon the rental income received from Properties in those regions. These taxes are required to be reimbursed by the tenant to the Trust in accordance with the terms of the applicable Master Lease.
From time to time the Trust may have leasing activity with replacement tenants other than New JCP.
Lease income related to the Trust’s operating leases is comprised of the following for the Reporting Period:

Lease income related to fixed lease payments
Base rent (a) $ 15,999 
Straight-line rental income, net (b) $ 10,774 
Lease income related to variable lease payments
Ground lease reimbursement income (c) $ 681 
Other
Amortization of above and below market lease intangibles (d) $ (1)
Lease income $ 27,453 
(a)Base rent consists of fixed lease payments, subject to a 50% rent abatement during the first lease year for each of the Retail Properties.
(b)Represents lease income related to the excess of straight-line rental income over fixed lease payments.
(c)Ground lease reimbursement income consists of variable lease payments due from the tenant for land leased under non-cancellable operating leases.
(d)Represents above and below market lease amortization recognized over straight line over the lease term.

As of March 31, 2021, undiscounted lease payments to be received under operating leases for the next five years and thereafter are as follows:
Lease Payments
Period from April 1 to December 31, 2021 $ 71,995 
2022 156,607 
2023 157,315 
2024 158,037 
2025 158,773 
Thereafter 2,480,687 
Total $ 3,183,414 
The weighted average remaining lease terms range was approximately 19.8 years as of March 31, 2021.
Leases as Lessee
The Trust leases land under operating ground leases at certain of its Properties, which expire in various years from 2038 to 2096, including any available option periods that are reasonably certain to be exercised.
On the Effective Date, the Trust recorded lease liabilities and ROU assets of $38,075 for long-term ground leases, calculated by discounting future lease payments by the Trust’s incremental borrowing rate as of January 30, 2021. The incremental borrowing rate was determined through consideration of (i) the Trust’s entity-specific risk premium, (ii) observable market interest rates and (iii) lease term. The weighted average incremental borrowing rate used to discount the future payments was 11.0% and the Trust’s operating leases had a weighted average remaining lease term of 46.5 years as of January 30, 2021. The Trust’s ground lease intangible assets of $87,925 and ground lease intangible liability of $15,309 are presented net of the ROU assets.
During the Reporting Period, ground lease rent expense was $1,134, which is included within “Operating expenses” in the accompanying consolidated statement of operations. Ground rent lease expense includes amortization pertaining to above market ground lease intangibles of $(42) for the Reporting Period and amortization pertaining to below market ground lease intangibles of $304. There were no cash payments for ground rent lease expense for the Reporting Period since these amounts are paid directly to the ground lessor by New JCP. These payments are included in "Lease income" in the accompanying consolidated statement of operations.
As of March 31, 2021, undiscounted future rental obligations to be paid under the long-term ground leases by New JCP under the terms of the Master lease on behalf of the Trust, including fixed rental increases, for the next five years and thereafter are as follows:
Lease Obligations
Period from April 1 to December 31, 2021 $ 3,070 
2022 4,083 
2023 4,130 
2024 4,192 
2025 4,184 
Thereafter 232,213 
Less imputed interest (213,779)
Lease liabilities as of March 31, 2021 $ 38,093 
The Trust’s long-term ground leases had a weighted average remaining lease term of 46.3 years and a weighted average discount rate of 11.0% as of March 31, 2021.
LEASES LEASES
Leases as Lessor
The 160 Retail Properties are leased pursuant to a single retail master lease (as amended, modified or supplemented from time to time, the “Retail Master Lease”) and the six Warehouses are leased pursuant to a single distribution center master lease (as amended, modified or supplemented from time to time, the “DC Master Lease”; together with the Retail Master Lease, the “Master Leases” and individually, each a “Master Lease”). On the Effective Date, New JCP assigned all of its right, title and interest as lessor under the Master Leases to the applicable PropCo. Each of the Master Leases has an initial term of 20 years that commenced on December 7, 2020 and is classified as an operating lease. The Trust receives monthly base rent pursuant to the Master Leases, which is 50% abated during the first lease year for each of the Retail Properties. At the beginning of the third lease year, base rent under the DC Master Lease increases by 2% per year and the increase is included in fixed lease payments and the future undiscounted lease payments schedule. At the beginning of the third lease year, base rent under the Retail Master Lease increases based on changes in the consumer price index (subject to a maximum 2% increase per year) and the increase is not included in fixed lease payments or the future undiscounted lease payments schedule.
The Master Leases require direct payment of all operating expenses, real estate taxes, ground lease payments (where applicable), and common area maintenance costs by New JCP and allow for lessor reimbursement if amounts are not directly paid. Expenses paid directly by New JCP are not included in the accompanying consolidated statement of operations, except for ground lease payments made by New JCP, since recording cash payments made by New JCP is necessary to relieve amounts due to the ground lessor included in the ground lease liabilities. For the Reporting Period, ground lease payments made by New JCP of $681 were included in “Lease income” in the accompanying consolidated statement of operations and ground lease rent expense of $1,134 was included in “Operating expenses” in the accompanying consolidated statement of operations.

In certain municipalities, the Trust may be required to remit sales taxes to governmental authorities based upon the rental income received from Properties in those regions. These taxes are required to be reimbursed by the tenant to the Trust in accordance with the terms of the applicable Master Lease.
From time to time the Trust may have leasing activity with replacement tenants other than New JCP.
Lease income related to the Trust’s operating leases is comprised of the following for the Reporting Period:

Lease income related to fixed lease payments
Base rent (a) $ 15,999 
Straight-line rental income, net (b) $ 10,774 
Lease income related to variable lease payments
Ground lease reimbursement income (c) $ 681 
Other
Amortization of above and below market lease intangibles (d) $ (1)
Lease income $ 27,453 
(a)Base rent consists of fixed lease payments, subject to a 50% rent abatement during the first lease year for each of the Retail Properties.
(b)Represents lease income related to the excess of straight-line rental income over fixed lease payments.
(c)Ground lease reimbursement income consists of variable lease payments due from the tenant for land leased under non-cancellable operating leases.
(d)Represents above and below market lease amortization recognized over straight line over the lease term.

As of March 31, 2021, undiscounted lease payments to be received under operating leases for the next five years and thereafter are as follows:
Lease Payments
Period from April 1 to December 31, 2021 $ 71,995 
2022 156,607 
2023 157,315 
2024 158,037 
2025 158,773 
Thereafter 2,480,687 
Total $ 3,183,414 
The weighted average remaining lease terms range was approximately 19.8 years as of March 31, 2021.
Leases as Lessee
The Trust leases land under operating ground leases at certain of its Properties, which expire in various years from 2038 to 2096, including any available option periods that are reasonably certain to be exercised.
On the Effective Date, the Trust recorded lease liabilities and ROU assets of $38,075 for long-term ground leases, calculated by discounting future lease payments by the Trust’s incremental borrowing rate as of January 30, 2021. The incremental borrowing rate was determined through consideration of (i) the Trust’s entity-specific risk premium, (ii) observable market interest rates and (iii) lease term. The weighted average incremental borrowing rate used to discount the future payments was 11.0% and the Trust’s operating leases had a weighted average remaining lease term of 46.5 years as of January 30, 2021. The Trust’s ground lease intangible assets of $87,925 and ground lease intangible liability of $15,309 are presented net of the ROU assets.
During the Reporting Period, ground lease rent expense was $1,134, which is included within “Operating expenses” in the accompanying consolidated statement of operations. Ground rent lease expense includes amortization pertaining to above market ground lease intangibles of $(42) for the Reporting Period and amortization pertaining to below market ground lease intangibles of $304. There were no cash payments for ground rent lease expense for the Reporting Period since these amounts are paid directly to the ground lessor by New JCP. These payments are included in "Lease income" in the accompanying consolidated statement of operations.
As of March 31, 2021, undiscounted future rental obligations to be paid under the long-term ground leases by New JCP under the terms of the Master lease on behalf of the Trust, including fixed rental increases, for the next five years and thereafter are as follows:
Lease Obligations
Period from April 1 to December 31, 2021 $ 3,070 
2022 4,083 
2023 4,130 
2024 4,192 
2025 4,184 
Thereafter 232,213 
Less imputed interest (213,779)
Lease liabilities as of March 31, 2021 $ 38,093 
The Trust’s long-term ground leases had a weighted average remaining lease term of 46.3 years and a weighted average discount rate of 11.0% as of March 31, 2021.