8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 10, 2023

SERITAGE GROWTH PROPERTIES

(Exact name of Registrant as Specified in Its Charter)

Maryland	001-37420	38-3976287
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
500 Fifth Avenue, Suite 1530
New York, New York		10110
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212 355-7800

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common shares of beneficial interest, par value $0.01 per share	SRG	New York Stock Exchange
7.00% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share	SRG-PA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 10, 2023, the Company issued a press release regarding its financial results for the quarter ended March 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this report.

In addition, on May 10, 2023, the Company published certain supplementary financial information relating to the quarter ended March 31, 2023. Such information is furnished as Exhibit 99.2 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated May 10, 2023.
99.2	Supplementary Financial Information dated May 10, 2023.
104	Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.

SERITAGE GROWTH PROPERTIES
By:	/s/ Matthew Fernand
	Matthew Fernand
	Chief Legal Officer

Date: May 10, 2023

EX-99

Exhibit 99.1

 

Seritage Growth Properties Reports First Quarter 2023 Operating Results

New York – May 10, 2023– Seritage Growth Properties (NYSE: SRG) (the “Company”), a national owner and developer of retail, residential and mixed-use properties today reported financial and operating results for the three months ended March 31, 2023.

“We continue to make steady progress on our plan of sale since initiating the process in March of 2022. Year to date we have sold 31 wholly owned properties for total gross proceeds of $311.9 million. In addition to the sales closed year to date, we have over $500 million of assets either under contract or with accepted offers. We plan to continue to use excess sales proceeds to reduce the Company’s term loan balance. In conjunction with our sales activity, we continue to build asset value through leasing, development and entitlement activity for the properties slated for sale later in our process. Despite the ongoing challenging market conditions, we are prudently progressing our plan of sale to maximize value for our shareholders,” said Andrea L. Olshan, Chief Executive Officer and President.

Sale Highlights:

•Generated $290.8 million of gross proceeds during the quarter ended March 31, 2023 from the sale of 27 wholly owned or consolidated assets.

•Subsequent to quarter end, generated $21.1 million of gross proceeds from the sale of four wholly owned assets.

•The Company has 15 assets under contract for sale with no due diligence contingencies for total anticipated proceeds of $295.6 million and four assets under contract for sale subject to customary due diligence for total anticipated proceeds of $37.9 million. All assets for sale are subject to customary closing conditions.

•The Company has exercised its put rights on four joint venture properties with anticipated proceeds of $106.5 million.

•The Company has accepted offers on and is currently negotiating definitive purchase and sale agreements for assets with accepted offers of approximately $67.7 million on wholly owned assets and $35 million in joint ventures interests.

Financial Highlights:

For the quarter ended March 31, 2023:

•As of March 31, 2023, the Company had cash on hand of $132.1 million, including $11.6 million of restricted cash. As of May 8, 2023, the Company had cash on hand of $143.5 million, including $11.6 million of restricted cash.

•Net loss attributable to common shareholders of ($63.2) million, or ($1.13) per share.

•Total Net Operating Income (“Total NOI”) of $3.1 million.

•During the quarter, the Company made $230 million in principal repayments on the Company’s term loan facility (“Term Loan Facility”), reducing the balance of the Term Loan Facility to $800 million. The Company also extended the maturity of the Term Loan Facility for an additional two years to July 31, 2025.

Other Highlights

•Signed three leases covering 84 thousand square feet in the first quarter at an average projected annual rent of $16.33 PSF.

•One new lease covering approximately eight thousand square feet at a Premier asset at an average projected annual net rent of $71.25 PSF; and

•Two ground floor leases covering approximately 76 thousand square feet at a Multi-Tenant Retail asset at an average projected annual net rent of $10.54 PSF.

•Opened seven tenants in the first quarter totaling approximately 139 thousand square feet (70 thousand square feet at share) at an average net rent of $67.47 PSF.

1

Sales Activity

The tables below provide additional information regarding the Company’s sales activity. The first table provides in chart format certain information contained in the Company’s April 4, 2023 business update. The second table updates this information as of May 9, 2023. The third table provides updated information, as of May 9, 2023, on portfolio status by market, property type and transaction size consistent with the Company’s prior disclosure on April 4, 2023.

Sales Progress as of April 4, 2023 (1)
Stabilized	Number	Cap		2023 Sales	2024 & Beyond Sales	Gross Proceeds
Under Contract - No DD	2	7.2%		2	-	$	36,650
Under Contract - In DD	1	8.6%		1	-	$	25,313
PSA Neg. / Accepted Offer	1	9.2%		1	-	$	10,400
Total	4	8.0%		4	-	$	72,363
Remaining Stabilized Sales Parcels	5			2	3
Partially Stabilized	Number	Cap		2023 Sales	2024 & Beyond Sales	Gross Proceeds
Under Contract - No DD	4	7.6%		4	-	$	115,850
Under Contract - In DD	-	N/A		-	-	$	-
PSA Neg. / Accepted Offer	1	4.0%		1	-	$	7,600
Total	5	7.5%		5	-	$	123,450
Remaining Partially Stabilized Sales Parcels	7			2	5
Pads	Number	Cap		2023 Sales	2024 & Beyond Sales	Gross Proceeds
Under Contract - No DD	-	N/A		-	-	$	-
Under Contract - In DD	2	5.7%		2	-	$	7,015
PSA Neg. / Accepted Offer	-	N/A		-	-	$	-
Total	2	5.7%		2	-	$	7,015
Remaining Pad Sales Parcels	3			3	-
Joint Ventures	Number	PSF		2023 Sales	2024 & Beyond Sales	Gross Proceeds
Under Contract - No DD	4	$	171.52	4	-	$	104,850
Under Contract - In DD	-	N/A		-	-	$	-
PSA Neg. / Accepted Offer	1	$	38.75	1	-	$	4,500
Total	5	$	150.32	5	-	$	109,350
Remaining Joint Venture Sales Parcels	10			2	8

Non-Income Producing	Number	PSF		Per Acre		Carry Cost			2023 Sales	2024 & Beyond Sales	Gross Proceeds
Under Contract - No DD	9	$	128.06	$	1,277	$	(5,019	)	9	-	$	155,375
Under Contract - In DD	2	$	38.92	$	491	$	(854	)	2	-	$	11,000
PSA Neg. / Accepted Offer	7	$	33.81	$	453	$	(1,811	)	7	-	$	42,489
Total	18	$	75.87	$	878	$	(7,683	)	18	-	$	208,864
Remaining Non-Income Producing Sales Parcels	19								9	10

2

Sales Progress as of May 9, 2023 (1)
Stabilized	Number	Cap		2023 Sales	2024 & Beyond Sales	Gross Proceeds
Closed since April 4, 2023	-	N/A		-	-	$	-
Under Contract - No DD	2	7.2%		3	-	$	36,650
Under Contract - In DD	1	9.2%		1	-	$	10,400
PSA Neg. / Accepted Offer	-	N/A		-	-	$	-
Total	3	7.6%		3	-	$	47,050
Remaining Stabilized Sales Parcels (2)	6			4	2
Partially Stabilized	Number	Cap		2023 Sales	2024 & Beyond Sales	Gross Proceeds
Closed since April 4, 2023	-	N/A		-	-	$	-
Under Contract - No DD	4	7.6%		4	-	$	115,850
Under Contract - In DD	1	3.0%		1	-	$	16,500
PSA Neg. / Accepted Offer	2	4.3%		2	-	$	14,600
Total	7	6.9%		7	-	$	146,950
Remaining Partially Stabilized Sales Parcels	5			2	3
Pads	Number	Cap		2023 Sales	2024 & Beyond Sales	Gross Proceeds
Closed since April 4, 2023	-	N/A		-	-	$	-
Under Contract - No DD	2	5.7%		2	-	$	7,015
Under Contract - In DD	-	N/A		-	-	$	-
PSA Neg. / Accepted Offer	1	5.3%		1	-	$	2,857
Total	3	5.5%		3	-	$	9,872
Remaining Pad Sales Parcels	2			2	-
Joint Ventures	Number	PSF		2023 Sales	2024 & Beyond Sales	Gross Proceeds
Closed since April 4, 2023						$	-
Under Contract - No DD	4	$	174.24	4	-	$	106,515
Under Contract - In DD	-	N/A		-	-	$	-
PSA Neg. / Accepted Offer	4	$	44.63	4	-	$	35,000
Total	8	$	101.40	8	-	$	141,515
Remaining Joint Venture Sales Parcels	7			2	5

Non-Income Producing	Number	PSF		Per Acre		Carry Cost			2023 Sales	2024 & Beyond Sales	Gross Proceeds
Closed	4	$	33.77	$	457	$	(1,601	)	4	-	$	21,125
Under Contract - No DD (3)	7	$	142.25	$	1,481	$	(4,200	)	5	2	$	136,055
Under Contract - In DD	2	$	38.92	$	491	$	(854	)	2	-	$	11,000
PSA Neg. / Accepted Offer	8	$	41.81	$	491	$	(2,392	)	6	2	$	50,239
Total	21	$	74.13	$	831	$	(9,047	)	17	4	$	218,419
Remaining Non-Income Producing Sales Parcels	16								7	9

(1) 2023 and 2024 sales projections are based on the Company’s latest forecasts and assumptions, but the Company cautions that actual results may differ materially

(2) Remaining Stabilized Sales Parcels includes one asset under contract as of April 4, 2023 that was subsequently terminated

(3) Gross sales price per square foot excludes one asset which is land only

3

	As of January 1, 2023	2023 Sales Projections as of May 9, 2023					2024 & Beyond Sales Projections as of May 9, 2023
Category	Sales Portfolio	Sold	Under Contract - No DD	Under Contract - in DD	PSA Neg. / Accepted Offer	Pipeline	Under Contract - No DD	PSA Neg. / Accepted Offer	Pipeline
Gateway markets	11	-	1	-	-	-	1	-	9
Primary markets	43	11	8	1	4	11	1	-	7
Secondary markets	35	14	6	1	7	3	-	1	3
Tertiary markets	16	6	2	2	2	3	-	1	-
Market Composition Total	105	31	17	4	13	17	2	2	19
Multi-Tenant Retail	32	18	6	1	-	4	-	-	3
Premier	10	-	1	-	-	-	1	-	8
Residential	5	2	1	-	-	-	-	-	2
Other Unconsolidated Entities	13	-	3	-	4	2	-	-	4
Non-Core Properties	45	11	6	3	9	11	1	2	2
Property Type Total	105	31	17	4	13	17	2	2	19
Under $10M	57	20	5	2	10	12	-	2	6
$10M - $30M	29	10	8	2	3	3	1	-	2
$30M - $50M	11	1	2	-	-	2	1	-	5
Over $50M	8	-	2	-	-	-	-	-	6
Transaction Size Total	105	31	17	4	13	17	2	2	19

(1) 2023 and 2024 sales projections are based on the Company’s latest forecasts and assumptions, but the Company cautions that actual results may differ materially.

(2) Includes both partial and full asset transactions currently being forecasted by Seritage. At January 1, 2023, the Company had an interest in 97 properties. It is currently projected that seven of these properties will be parceled and sold in two or more separate transactions each, which is subject to change, resulting in a total portfolio count of 105 transactions at this time.

Portfolio

The table below represents a summary of the Company’s properties by planned usage as of March 31, 2023:

(in thousands except number of leases and acreage data)

Planned Usage	Total	Built SF / Acreage (1)	Leased SF (1)(2)		Avg. Acreage / Site
Consolidated
Multi-Tenant Retail	13	2,019 sf / 198 acres		1,534		15.2
Residential (3)	2	33 sf / 19 acres		33		9.5
Premier	5	235 sf / 99 acres		163		19.7
Non-Core (4)	35	5,292 sf / 428 acres		325		12.2
Unconsolidated
Other Entities	13	1,106 sf / 185 acres		278		14.2
Residential (3)	1	49 sf / 12 acres		32		11.7
Premier	3	158 sf / 57 acres		106		19.0

(1) Square footage is presented at the Company’s proportional share.

(2) Based on signed leases at March 31, 2023.

(3) Square footage represents built ancillary retail space whereas acreage represents both retail and residential acreage.

(4) Represents assets the Company previously designated for sale.

Multi-Tenant Retail

During the three months ended March 31, 2023, the Company invested $4.1 million in its multi-tenant retail properties. The remaining capital expenditures in the multi-tenant retail portfolio are primarily comprised of tenant improvements.

The table below provides a summary of all Multi-Tenant Retail signed leases as of March 31, 2023, including unconsolidated entities at the Company’s proportional share:

4

(in thousands except number of leases and PSF data)
	Number of		Leased		% of Total			Gross Annual Base		% of			Gross Annual
Tenant	Leases		GLA		Leasable GLA			Rent ("ABR")		Total ABR			Rent PSF ("ABR PSF")
In-place retail leases		55		1,374		68.1	%	$	30,014		90.7	%	$	21.84
SNO retail leases (1)		9		160		7.9	%		3,085		9.3	%		19.28
Total retail leases		64		1,534		76.0	%	$	33,099		100.0	%	$	21.58
(1) SNO = signed not yet opened leases.

During the three months ended March 31, 2023, the Company signed new leases at its retail properties totaling approximately 76 thousand square feet at an average base rent of $10.54 PSF stabilized net. Additionally, the Company generated a leasing pipeline of over 100 thousand square feet. The Company has 1.4 million leased square feet and approximately 160 thousand square feet signed but not opened. Seritage has total occupancy of 76.0% for its multi-tenant retail properties. As of March 31, 2023, there is an additional approximately 484 thousand square feet available for lease.

(in thousands except number of leases and PSF data)	Number of									Annual
	SNO Leases			GLA			ABR			Rent PSF
As of December 31, 2022		15			141		$	3,355		$	23.79
Sold / terminated		(8	)		(58	)		(1,071	)		18.47
Signed		2			76			801			10.54
As of March 31, 2023		9			159		$	3,085		$	19.28

Premier Mixed-Use

The Company has three premier mixed-use projects in the active leasing/tenant opening stage: Aventura, FL, Santa Monica, CA and San Diego, CA. As of March 31, 2023, the Company has 205 thousand in-place leased square feet (112 thousand square feet at share), 171 thousand square feet signed but not opened (157 thousand square feet at share), and 175 thousand square feet available for lease (124 thousand square feet at share).

The table below provides a summary of all signed leases at Premier assets as of March 31, 2023, including unconsolidated entities at the Company’s proportional share:

	Number of			Leased			% of Total			Net Annual			% of Total			Net Annual
Tenant	Leases			GLA			Leasable GLA			Base Rent			Annual Rent			Rent PSF
In-place retail leases		22			50			12.8	%	$	3,215			17.6	%	$	64.30
In-place office leases		1			62			15.7	%		4,220			23.2	%		68.06
SNO retail leasesas of December 31, 2022(1)		27			111						8,612						77.59
Opened		(6	)		(8	)					(503	)					62.88
Signed		1			8						570						71.25
SNO retail leases as of March 31, 2023(1)		22			111			28.2	%		8,679			47.6	%		78.19
SNO office leases as of December 31, 2022(1)		4			108					$	6,329						58.60
Opened		(1	)		(62	)				$	(4,220	)					68.06
SNO retail leases as of March 31, 2023(1)		3			46			11.8	%	$	2,109			11.6	%		45.85
Total diversified leases as of March 31, 2023		48			270			68.5	%	$	18,223			100.0	%	$	67.49
(1) SNO = Signed not yet opened leases
(2) In thousands except number of leases and PSF data

During the three months ended March 31, 2023, the Company invested $27.2 million in its consolidated development and operating properties and an additional $2.8 million into its unconsolidated entities.

Aventura

During the first quarter of 2023, the Company continued to advance 216 thousand square feet of office and retail leasing at the project in Aventura, FL. The Company is finalizing construction on the asset and remains on track to open its first tenants to the public in the second quarter of 2023, with rolling openings thereafter.

During the quarter ended March 31, 2023, the Company signed one new lease totaling eight thousand square feet at an average base rent of $71.25 PSF stabilized net and has 144 thousand square feet signed but not opened. With occupancy at 66.6%, the Company has 72 thousand square feet available for lease, of which one thousand square feet is in lease negotiation and has leasing activity on over an additional 71 thousand square feet.

5

Financial Summary

The table below provides a summary of the Company’s financial results for the three months ended March 31, 2023:

(in thousands except per share amounts)	Three Months Ended
	March 31, 2023			March 31, 2022
Net loss attributable to Seritage    common shareholders	$	(63,211	)	$	(53,430	)
Net loss per share attributable to Seritage    common shareholders		(1.13	)		(1.22	)
Total NOI		3,104			10,493

For the quarter ended March 31, 2023:

•Total NOI for the first quarter of 2023 reflects the impact of $0.5 million Total NOI relating to sold properties.

Total NOI is comprised of:

(in thousands)	Three Months Ended March 31,
Consolidated Properties	2023			2022
Multi-tenant retail	$	6,432		$	6,205
Premier		(1,441	)		(1,400	)
Residential		(735	)		(717	)
Non-Core		(2,317	)		(687	)
Sold		(352	)		5,568
Total		1,587			8,969
Unconsolidated Properties
Residential		9			(289	)
Premier		331			(209	)
Other joint ventures		1,177			2,022
Total		1,517			1,524
Total NOI	$	3,104		$	10,493

As of March 31, 2023, the Company had cash on hand of $132.1 million, including $11.6 million of restricted cash. The Company expects to use these sources of liquidity, together with a combination of future sales and/or potential debt and capital markets transactions, to pay its financing obligations and fund its operations and development activity. The availability of funding from sales of assets, partnerships and credit or capital markets transactions is subject to various conditions, and there can be no assurance that such transactions will be consummated. For more information on our liquidity position, including our going concern analysis, please see the notes to the consolidated financial statements included in Part I, Item 1 and in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each in our Quarterly Report on Form 10-Q.

Dividends

On February 15, 2023, the Company’s Board of Trustees declared a preferred stock dividend of $0.4375 per each Series A Preferred Share. The preferred dividend was be paid on April 17, 2023 to holders of record on March 31, 2023.

On April 27, 2023, the Company’s Board of Trustees declared a preferred stock dividend of $0.4375 per each Series A Preferred Share. The preferred dividend will be paid on July 14, 2023 to holders of record on June 30, 2023.

The Company’s Board of Trustees does not expect to declare dividends on its common shares until such time as the Term Loan Facility has been repaid in full.

Strategic Review

At the 2022 Annual Meeting of Shareholders on October 24, 2022, Seritage shareholders approved the Company’s Plan of Sale. The strategic review process remains ongoing as the Company executes the Plan of Sale, and the Company remains open minded to pursuing value maximizing alternatives, including a potential sale of the Company. There can be no assurance regarding the success of the process.

6

Market Update

As the Company has previously disclosed, the Company, along with the commercial real estate market as a whole, has experienced and continues to experience progressively more challenging market conditions as a result of a variety of factors. These conditions have applied and continue to apply downward pricing pressure on all of our assets. In making decisions regarding whether and when to transact on each of the Company’s remaining assets, the Company will consider various factors including, but not limited to, the breadth of the buyer universe, macroeconomic conditions, the availability and cost of financing, as well as corporate, operating and other capital expenses required to carry the asset. If these challenging market conditions persist, then we expect that they will impact the Plan of Sale proceeds from our assets and the amounts and timing of distributions to shareholders.

D&O Insurance Litigation

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 sought, 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 Sears Bankruptcy Litigation. During the fourth quarter of 2022, the Company reached settlement agreements with two of the D&O Insurers and received gross proceeds of $12.7 million. During the three months ended March 31, 2023, the Company reached settlement agreements with the other two D&O Insurers for gross proceeds of $11.6 million. The Company received $3.8 million during the three months ended March 31, 2023, which is recorded in interest and other income in the consolidated statements of operations and received $7.8 million subsequent to March 31, 2023.

Supplemental Report

A Supplemental Report will be available in the Investors section of the Company’s website, www.seritage.com.

Non-GAAP Financial Measures

The Company makes references to NOI and Total NOI which are financial measures that include adjustments to accounting principles generally accepted in the United States (“GAAP”).

Neither of NOI or Total NOI 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 the Company deems most comparable have been provided in the tables accompanying this press release.

Net Operating Income ("NOI”) and Total NOI

NOI is defined as income from property operations less property operating expenses. Other real estate companies may use different methodologies for calculating NOI, and accordingly the Company’s depiction of NOI may not be comparable to other real estate companies. 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. This form of presentation offers insights into the financial performance and condition of the Company as a whole given the Company’s 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.

7

Forward-Looking Statements

This document contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, which may cause actual results to differ significantly from those expressed in any forward-looking statement. Factors that could cause or contribute to such differences include, but are not limited to: declines in retail, real estate and general economic conditions; the impact of the COVID-19 pandemic on the business of the Company’s tenants and business, income, cash flow, results of operations, financial condition, liquidity, prospects, ability to service the Company’s debt obligations and ability to pay dividends and other distributions to shareholders; risks relating to redevelopment activities; contingencies to the commencement of rent under leases; the terms of the Company’s indebtedness and other legal requirements to which the Company is subject; failure to achieve expected occupancy and/or rent levels within the projected time frame or at all; the impact of ongoing negative operating cash flow on the Company’s ability to fund operations and ongoing development; the Company’s ability to access or obtain sufficient sources of financing to fund the Company’s liquidity needs; the Company’s relatively limited history as an operating company; and environmental, health, safety and land use laws and regulations. For additional discussion of these and other applicable risks, assumptions and uncertainties, see the “Risk Factors” and forward-looking statement disclosure contained in the Company’s filings with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K for the year ended December 31, 2022. While the Company believes that its forecasts and assumptions are reasonable, the Company cautions that actual results may differ materially. The Company intends the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law.

About Seritage Growth Properties

Seritage is principally engaged in the ownership, development, redevelopment, management and leasing of retail and mixed-use properties throughout the United States. As of March 31, 2023, the Company’s portfolio consisted of interests in 72 properties comprised of approximately 10.2 million square feet of gross leasable area (“GLA”) or build-to-suit leased area, approximately 157 acres held for or under development and approximately 5.3 million square feet or approximately 428 acres to be disposed of. The portfolio consists of approximately 7.6 million square feet of GLA held by 55 wholly owned properties (such properties, the “Consolidated Properties”) and 2.6 million square feet of GLA held by 17 unconsolidated entities (such properties, the “Unconsolidated Properties”).

Contact

Seritage Growth Properties

(212) 355-7800

IR@Seritage.com

8

Seritage Growth Properties

Consolidated Balance SheetS

(In thousands, except share and per share amounts)

(Unaudited)

	March 31, 2023			December 31, 2022
ASSETS
Investment in real estate
Land	$	154,807		$	172,813
Buildings and improvements		464,586			463,616
Accumulated depreciation		(55,347	)		(57,330	)
		564,046			579,099
Construction in progress		157,824			185,324
Net investment in real estate		721,870			764,423
Real estate held for sale		245,894			455,617
Investment in unconsolidated entities		353,919			382,597
Cash and cash equivalents		120,476			133,480
Restricted cash		11,576			11,459
Tenant and other receivables, net		25,982			41,495
Lease intangible assets, net		1,615			1,791
Prepaid expenses, deferred expenses and other assets, net		35,041			50,859
Total assets (1)	$	1,516,373		$	1,841,721
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Term loan facility, net	$	799,859		$	1,029,754
Accounts payable, accrued expenses and other liabilities		58,559			89,368
Total liabilities (1)		858,418			1,119,122
Commitments and contingencies (Note 9)
Shareholders' Equity
Class A common shares $0.01 par value; 100,000,000 shares authorized;    56,059,530 and 56,052,546 shares issued and outstanding    as of March 31, 2023 and December 31, 2022, respectively		561			561
Series A preferred shares $0.01 par value; 10,000,000 shares authorized;    2,800,000 shares issued and outstanding as of March 31, 2023 and    December 31, 2022; liquidation preference of $70,000		28			28
Additional paid-in capital		1,360,060			1,360,411
Accumulated deficit		(703,742	)		(640,531	)
Total shareholders' equity		656,907			720,469
Non-controlling interests		1,048			2,130
Total equity		657,955			722,599
Total liabilities and shareholders' equity	$	1,516,373		$	1,841,721
(1) The Company's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated balance sheets, as of March 31, 2023, include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $3.3 million of land, $2.8 million of building and improvements, $(0.7) million of accumulated depreciation and $3.4 million of other assets included in other line items. The Company's consolidated balance sheets as of December 31, 2022, include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $6.6 million of land, $3.9 million of building and improvements, $(1.0) million of accumulated depreciation and $4.0 million of other assets included in other line items.

9

Seritage Growth Properties

Consolidated Statements of OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended March 31,
	2023			2022
REVENUE
Rental income	$	418		$	29,084
Management and other fee income		262			1,821
Total revenue		680			30,905
EXPENSES
Property operating		8,185			11,032
Real estate taxes		1,537			8,150
Depreciation and amortization		4,564			11,934
General and administrative		12,220			9,092
Total expenses		26,506			40,208
Gain (loss) on sale of real estate, net		12,392			(1,015	)
Impairment of real estate assets		(2,576	)		(991	)
Equity in loss of unconsolidated entities		(36,372	)		(33,076	)
Interest and other income		5,585			11
Interest expense		(15,202	)		(22,588	)
Loss before income taxes		(61,999	)		(66,962	)
Benefit (provision) for income taxes		13			(25	)
Net loss		(61,986	)		(66,987	)
Net loss attributable to non-controlling interests		—			14,782
Net loss attributable to Seritage	$	(61,986	)	$	(52,205	)
Preferred dividends		(1,225	)		(1,225	)
Net loss attributable to Seritage common shareholders	$	(63,211	)	$	(53,430	)
Net loss per share attributable to Seritage Class A    common shareholders - Basic	$	(1.13	)	$	(1.22	)
Net loss per share attributable to Seritage Class A    common shareholders - Diluted	$	(1.13	)	$	(1.22	)
Weighted average Class A common shares    outstanding - Basic		56,059			43,634
Weighted average Class A common shares    outstanding - Diluted		56,059			43,634

10

Reconciliation of Net Loss to NOI and Total NOI (in thousands)

	Three Months Ended March 31,
NOI and Total NOI	2023			2022
Net loss	$	(61,986	)	$	(66,987	)
Termination fee income		—			(277	)
Management and other fee income		(262	)		(1,821	)
Depreciation and amortization		4,564			11,934
General and administrative expenses		12,220			9,092
Equity in loss of unconsolidated entities		36,372			33,076
(Gain) loss on sale of real estate, net		(12,392	)		1,015
Impairment of real estate assets		2,576			991
Interest and other income		(5,585	)		(11	)
Interest expense		15,202			22,588
(Benefit) provision for income taxes		(13	)		25
Straight-line rent		10,843			(721	)
Above/below market rental expense		48			65
NOI	$	1,587		$	8,969
Unconsolidated entities
Net operating income of unconsolidated entities		1,659			1,846
Straight-line rent		(147	)		(328	)
Above/below market rental expense		5			6
Total NOI	$	3,104		$	10,493

11

EX-99

Exhibit 99.2

 

1

Forward-Looking Statements

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 the Company’s Annual Report on Form 10-K. 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, 2022. 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 hereof. 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 hereof. The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included in Part 1 of the Quarterly Report.

2

Financial Information

3

Summary Information

March 31, 2023

(in thousands, except per share and PSF amounts)

	Three Months Ended March 31,
Financial Results	2023			2022
Net loss attributable to Seritage    common shareholders	$	(63,211	)	$	(53,430	)
Total NOI	$	3,104		$	10,493
Net loss per share attributable to Seritage    common shareholders	$	(1.13	)	$	(1.22	)
Wtd. avg. shares - EPS		56,059			43,634
Stock trading price range	$7.32 to $12.70			$8.49 to $14.45

4

Consolidated Balance Sheets (unaudited)

March 31, 2023

(in thousands, except share and per share amounts)

	March 31, 2023			December 31, 2022
ASSETS
Investment in real estate
Land	$	154,807		$	172,813
Buildings and improvements		464,586			463,616
Accumulated depreciation		(55,347	)		(57,330	)
		564,046			579,099
Construction in progress		157,824			185,324
Net investment in real estate		721,870			764,423
Real estate held for sale		245,894			455,617
Investment in unconsolidated entities		353,919			382,597
Cash and cash equivalents		120,476			133,480
Restricted cash		11,576			11,459
Tenant and other receivables, net		25,982			41,495
Lease intangible assets, net		1,615			1,791
Prepaid expenses, deferred expenses and other assets, net		35,041			50,859
Total assets (1)	$	1,516,373		$	1,841,721
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Term loan facility, net	$	799,859		$	1,029,754
Accounts payable, accrued expenses and other liabilities		58,559			89,368
Total liabilities (1)		858,418			1,119,122
Commitments and contingencies (Note 9)
Shareholders' Equity
Class A common shares $0.01 par value; 100,000,000 shares authorized;    56,059,530 and 56,052,546 shares issued and outstanding    as of March 31, 2023 and December 31, 2022, respectively		561			561
Series A preferred shares $0.01 par value; 10,000,000 shares authorized;    2,800,000 shares issued and outstanding as of March 31, 2023 and    December 31, 2022; liquidation preference of $70,000		28			28
Additional paid-in capital		1,360,060			1,360,411
Accumulated deficit		(703,742	)		(640,531	)
Total shareholders' equity		656,907			720,469
Non-controlling interests		1,048			2,130
Total equity		657,955			722,599
Total liabilities and shareholders' equity	$	1,516,373		$	1,841,721
(1) The Company's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated balance sheets, as of March 31, 2023, include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $3.3 million of land, $2.8 million of building and improvements, $(0.7) million of accumulated depreciation and $3.4 million of other assets included in other line items. The Company's consolidated balance sheets as of December 31, 2022, include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $6.6 million of land, $3.9 million of building and improvements, $(1.0) million of accumulated depreciation and $4.0 million of other assets included in other line items.

5

Consolidated Statements of Operations (unaudited)

March 31, 2023

(in thousands, except per share amounts)

	Three Months Ended March 31,
	2023			2022
REVENUE
Rental income	$	418		$	29,084
Management and other fee income		262			1,821
Total revenue		680			30,905
EXPENSES
Property operating		8,185			11,032
Real estate taxes		1,537			8,150
Depreciation and amortization		4,564			11,934
General and administrative		12,220			9,092
Total expenses		26,506			40,208
Gain (loss) on sale of real estate, net		12,392			(1,015	)
Impairment of real estate assets		(2,576	)		(991	)
Equity in loss of unconsolidated entities		(36,372	)		(33,076	)
Interest and other income		5,585			11
Interest expense		(15,202	)		(22,588	)
Loss before income taxes		(61,999	)		(66,962	)
Benefit (provision) for income taxes		13			(25	)
Net loss		(61,986	)		(66,987	)
Net loss attributable to non-controlling interests		—			14,782
Net loss attributable to Seritage	$	(61,986	)	$	(52,205	)
Preferred dividends		(1,225	)		(1,225	)
Net loss attributable to Seritage common shareholders	$	(63,211	)	$	(53,430	)
Net loss per share attributable to Seritage Class A    common shareholders - Basic	$	(1.13	)	$	(1.22	)
Net loss per share attributable to Seritage Class A    common shareholders - Diluted	$	(1.13	)	$	(1.22	)
Weighted average Class A common shares    outstanding - Basic		56,059			43,634
Weighted average Class A common shares    outstanding - Diluted		56,059			43,634

6

Total Net Operating Income

March 31, 2023

(in thousands)

	Three Months Ended March 31,
NOI and Total NOI	2023			2022
Net loss	$	(61,986	)	$	(66,987	)
Termination fee income		—			(277	)
Management and other fee income		(262	)		(1,821	)
Depreciation and amortization		4,564			11,934
General and administrative expenses		12,220			9,092
Equity in loss of unconsolidated entities		36,372			33,076
(Gain) loss on sale of real estate, net		(12,392	)		1,015
Impairment of real estate assets		2,576			991
Interest and other income		(5,585	)		(11	)
Interest expense		15,202			22,588
(Benefit) provision for income taxes		(13	)		25
Straight-line rent		10,843			(721	)
Above/below market rental expense		48			65
NOI	$	1,587		$	8,969
Unconsolidated entities
Net operating income of unconsolidated entities		1,659			1,846
Straight-line rent		(147	)		(328	)
Above/below market rental expense		5			6
Total NOI	$	3,104		$	10,493

7

Additional Information

March 31, 2023

(in thousands)

	As of		As of
Debt Summary	March 31, 2023		December 31, 2022
Term Loan Facility (drawn / undrawn)	$800,000 / 400,000		$1,030,000 / 400,000
Interest rate / undrawn rate	7.00% / 1.00%		7.00% / 1.00%
Maturity	July 2025		July 2023
Prepaid Expenses, Deferred Expenses and Other Assets	March 31, 2023		December 31, 2022
Right of Use Asset	$	15,942	$	16,161
Deferred expenses		8,057		17,367
Other assets		4,155		5,551
Prepaid insurance		2,961		5,492
Other prepaid expenses		2,275		4,133
FF&E		975		1,129
Prepaid real estate taxes		676		1,026
Total prepaid expenses, deferred expenses and other assets	$	35,041	$	50,859

	March 31, 2023		December 31, 2022
Accrued development expenditures	$	22,196	$	37,983
Accounts payable and accrued expenses		17,921		25,454
Lease liability		5,749		5,916
Accrued real estate taxes		4,126		8,638
Prepaid rental income		3,498		4,977
Accrued interest		2,489		3,286
Below-market leases		1,518		1,560
Common and preferred dividends and OP     Unit distributions payable		1,062		1,554
Total accounts payable, accrued expenses and    other liabilities	$	58,559	$	89,368

8

Additional Information (cont’d)

March 31, 2023

(in thousands, except per share amounts)

	Three Months Ended March 31,
Rental Revenue Detail	2023			2022
Revenue
Rental income	$	(776	)	$	23,979
Tenant reimbursements		1,194			4,828
Termination income		-			277
Total	$	418		$	29,084
	Three Months Ended March 31,
	2023			2022
Select Non-Cash Items
Straight-line rental income
Wholly-owned	$	(10,843	)	$	721
Joint ventures		147			328
Total	$	(10,696	)	$	1,049
Net amortization of above/below market    rental income/expense
Wholly-owned	$	(48	)	$	(65	)
Joint ventures		(5	)		(6	)
Total	$	(53	)	$	(71	)
Amortization of deferred financing costs	$	(105	)	$	(105	)
Share-based compensation expense		(773	)		(425	)

9

SNO Lease Summary

Multi-Tenant Retail

The table below provides a summary of all multi-tenant Retail signed leases as of March 31, 2023, including unconsolidated entities at the Company’s proportional share:

(in thousands except number of leases and PSF data)
	Number of		Leased		% of Total			Gross Annual Base		% of			Gross Annual
Tenant	Leases		GLA		Leasable GLA			Rent ("ABR")		Total ABR			Rent PSF ("ABR PSF")
In-place retail leases		55		1,374		68.1	%	$	30,014		90.7	%	$	21.84
SNO retail leases (1)		9		160		7.9	%		3,085		9.3	%		19.28
Total retail leases		64		1,534		76.0	%	$	33,099		100.0	%	$	21.58
(1) SNO = signed not yet opened leases.

(in thousands except number of leases and PSF data)	Number of									Annual
	SNO Leases			GLA			ABR			Rent PSF
As of December 31, 2022		15			141		$	3,355		$	23.79
Sold / terminated		(8	)		(58	)		(1,071	)		18.47
Signed		2			76			801			10.54
As of March 31, 2023		9			159		$	3,085		$	19.28

Premier Mixed-Use

The table below provides a summary of all signed leases at Premier assets as of March 31, 2023, including unconsolidated entities at the Company’s proportional share:

	Number of			Leased			% of Total			Net Annual			% of Total			Net Annual
Tenant	Leases			GLA			Leasable GLA			Base Rent			Annual Rent			Rent PSF
In-place retail leases		22			50			12.8	%	$	3,215			17.6	%	$	64.30
In-place office leases		1			62			15.7	%		4,220			23.2	%		68.06
SNO retail leasesas of December 31, 2022(1)		27			111						8,612						77.59
Opened		(6	)		(8	)					(503	)					62.88
Signed		1			8						570						71.25
SNO retail leases as of March 31, 2023(1)		22			111			28.2	%		8,679			47.6	%		78.19
SNO office leases as of December 31, 2022(1)		4			108					$	6,329						58.60
Opened		(1	)		(62	)				$	(4,220	)					68.06
SNO retail leases as of March 31, 2023(1)		3			46			11.8	%	$	2,109			11.6	%		45.85
Total diversified leases as of March 31, 2023		48			270			68.5	%	$	18,223			100.0	%	$	67.49
(1) SNO = Signed not yet opened leases
(2) In thousands except number of leases and PSF data

10

Top Tenants

March 31, 2023

(rent in thousands)

The following table lists the top tenants in the portfolio as of March 31, 2023, based on signed leases and including Unconsolidated Properties presented at the Company’s proportional share:

	Number of			Total		% of Total
Tenant	Leases	SF		Rent		Rent	Concepts / Brands
Dick's Sporting Goods	6		382,708		7,175	11.2%
Amazon	2		99,193		5,435	8.5%
Dave & Buster's	5		158,879		4,808	7.5%
Primark	3		115,685		3,040	4.7%
Round One Entertainment	3		132,445		2,866	4.5%
Nordstrom Rack	3		116,868		2,578	4.0%
Floor & Décor	2		147,971		2,035	3.2%
Mixtura	1		22,038		1,820	2.8%
Cinemark	2		59,470		1,614	2.5%
Pinstripes	1		26,515		1,482	2.3%
Whole Foods	2		71,235		1,258	2.0%
TJX	3		63,823		1,056	1.6%	TJ Maxx, Marshalls, HomeGoods, HomeSense, Sierra Trading Post
CCRM	1		18,179		1,000	1.6%
Industrious	1		26,501		999	1.6%
GameTime	1		49,811		996	1.6%
Ulta Salon	3		31,751		892	1.4%
BJ's Wholesale Club	1		52,516		840	1.3%
Grupo Carolo	1		7,742		774	1.2%
Ashley Furniture	1		35,320		766	1.2%
Darden	3		23,818		721	1.1%	Longhorn Steakhouse, Olive Garden, Seasons 52, Yardhouse, Bahama Breeze, Cheddar's
Total	45		1,642,468		42,155	65.8%

11

Multi-tenant Retail

Consolidated Properties

			Total		Leased		SNO			Land
Property Address	City	State	GLA (1)		SF (1)		SF (1)		Leased (1)	Acres		Significant Tenants (1)
575 Fletcher Parkway	El Cajon	CA		227,300		184,400		-	81.1%		20	Ashley Furniture, Bob's Discount Furniture, Burlington Stores, Extra Space Storage
40710 Winchester Road	Temecula	CA		126,500		112,800		8,000	95.5%		10	Round One Entertainment, Dick's Sporting Goods, Texas Roadhouse
145 West Hillcrest Drive	Thousand Oaks	CA		172,000		113,700		-	66.1%		11	Dave & Busters, DSW, Nordstrom Rack
3111 East Colonial Drive	Orlando	FL		107,600		94,300		2,300	89.8%		13	Floor & Décor, Aspen Dental, Del Taco
2300 Tyrone Boulevard North	St. Petersburg	FL		125,700		97,700		28,000	100.0%		13	Dick's Sporting Goods, Five Below, PetSmart, Verizon
200 Grossman Drive	Braintree	MA		85,100		47,600		37,500	100.0%		34	Nordstrom Rack, Ulta Beauty
1500 South Willow Street	Manchester	NH		105,700		80,400		-	76.1%		11	Dick's Sporting Goods, Dave & Buster's
1640 Route 22	Watchung	NJ		124,900		117,000		7,900	100.0%		12	Cinemark, HomeGoods, Sierra Trading Post, Ulta Beauty, Chick-fil-A , City MD, Starbucks
160 North Gulph Road	King of Prussia (2)	PA		208,700		174,500		-	83.6%		14	Dick's Sporting Goods, Primark, Outback Steakhouse, Yardhouse, Dave & Busters
12000 Fair Oaks Mall	Fairfax	VA		212,700		154,400		-	72.6%		15	Dave & Busters, Dick's Sporting Goods
141 West Lee Highway	Warrenton	VA		71,500		62,400		-	87.3%		9	HomeGoods, Ulta, Five Below
27001 U.S. 19 North	Clearwater	FL		212,900		75,500		-	35.5%		14	Whole Foods, Nordstrom Rack
1425 Central Avenue	Albany	NY		238,200		59,600		76,300	57.1%		21	Whole Foods, Ethan Allen
Total				2,018,800		1,374,300		160,000	76.0%		198

(1) Based on signed leases as of March 31, 2023; GLA presented at the Company’s proportional share

(2) Property is subject to a ground lease

12

Residential

Consolidated Properties

			Land		% of Auxiliary	Auxiliary
Property Address	City	State	Acres		Leased SF (1)	Leased SF (1)		Significant Tenants (1)
5261 Arlington Avenue	Riverside - Resi	CA		14	0%		-	n/a
5261 Arlington Avenue	Riverside - Retail (2)	CA		5	100%		33,200	Bank of America, Aldi
Total				19	100%		33,200

(1) Based on signed leases as of March 31, 2023; GLA presented at the Company’s proportional share

(2) Riverside Retail doesn’t include residential but includes retail leasing that is 100% SRG owned and complementary to the Residential developments at the sites.

Joint Ventures

Brookfield Retail Partners (formerly GGP, Inc.) Joint Venture Properties
				Land		% of Auxiliary	Auxiliary
Mall Name	City	State	Joint Venture	Acres		Leased SF	SF (1)		Significant Tenants (1)
Alderwood	Lynnwood (2)	WA	GGP I JV		12	65.5%		31,900	Dave & Busters, Cheesecake Factory, Fogo De Chao, Shake Shack

(1) Based on signed leases as of March 31, 2023; GLA presented at the Company’s proportional share

(2) Indicates assets that are put right eligible as of May 9, 2023

13

Premier Mixed-Use Properties

Consolidated Properties

			Total		Leased		SNO					Land
Property Address	City	State	GLA (1)		SF (1)		SF (1)		Leased (1)			Acres	Site Opportunities
19505 Biscayne Boulevard	Aventura	FL		216,100		-		143,900		66.6	%	13	Retail
5900 Glades Road	Boca Raton	FL		4,200		4,200		-		100.0	%	19	Retail
195 North Broadway	Hicksville	NY		7,600		7,600		-		100.0	%	30	Retail
13131 Preston Road	Dallas	TX		-		-		-		0.0	%	23	Residential, Retail, Office
2200 148th Avenue Northeast	Redmond	WA		7,500		7,500		-		100.0	%	15	Residential, Retail, Office
Total				235,400		19,300		143,900		69.3	%	100

Joint Ventures

Invesco Real Estate Joint Venture Properties
			Total		Leased		SNO			Land
Property Address	City	State	GLA (1)		SF (1)		SF (1)		Leased (1)	Acres	Site Opportunities
302 Colorado Ave	Santa Monica	CA		51,500		-		-	0.0%	3	Residential, Retail, Office
4575 La Jolla Village Dr	San Diego	CA		106,200		92,800		13,400	100.0%	13	Life Sciences / Office, Retail
5901 Duke St	Alexandria	VA		-		-		-	0.0%	41	Residential
Total				157,700		92,800		13,400	67.3%	57

(1) Based on signed leases as of March 31, 2023; GLA presented at the Company’s proportional share

14

Other Unconsolidated Entities

Other Joint Ventures

Brookfield Retail Partners (formerly GGP, Inc.) Joint Venture Properties
				Total		In-Place		SNO			Land
Mall Name	City	State	Joint Venture	SF (1)		SF (1)		SF (1)		Leased (1)	Acres	Significant Tenants (1)
Altamonte Mall	Altamonte Springs	FL	GGP II JV		93,500		4,700		-	5.0%	17	n/a
Coastland Center	Naples (2)	FL	GGP II JV		36,300		28,300		8,000	100.0%	12	CMX Cinebistro, Uncle Julio’s
Willowbrook Mall	Wayne (2)	NJ	GGP II JV		132,700		105,200		-	79.3%	41	Cinemark, Dave & Busters, Yardhouse, BJ's Wholesale
Stonebriar Centre	Frisco	TX	GCP I JV		87,500		6,000		-	6.9%	11	n/a
Total					350,000		144,200		8,000	43.5%	81
Simon Joint Venture Properties
				Total		Leased		SNO			Land
Mall Name	City	State	Joint Venture	GLA (1)		SF (1)		SF (1)		Leased (1)	Acres	Significant Tenants (1)
Santa Rosa Plaza	Santa Rosa	CA	Simon JV		82,700		-		-	0.0%	7	n/a
The Shops at Nanuet	Nanuet	NY	Simon JV		110,700		-		-	0.0%	14	n/a
Barton Creek Square	Austin	TX	Simon JV		82,300		-		-	0.0%	16	n/a
Total					275,700		-		-	0.0%	37
Macerich Joint Venture Properties
				Total		Leased		SNO			Land
Mall Name	City	State	Joint Venture	GLA (1)		SF (1)		SF (1)		Leased (1)	Acres	Significant Tenants (1)
Chandler Fashion Center	Chandler	AZ	Macerich JV		70,300		5,000		-	7.1%	10	Firestone
Los Cerritos Center	Cerritos	CA	Macerich JV		138,800		-		-	0.0%	20	n/a
Danbury Fair	Danbury (2)	CT	Macerich JV		88,000		24,700		63,300	100.0%	12	Primark, Target
Freehold Raceway Mall	Freehold	NJ	Macerich JV		68,800		32,700		-	47.5%	10	Primark, Bob's Discount Furniture
Washington Square Mall	Portland	OR	Macerich JV		114,300		-		-	0.0%	4	n/a
Total					480,200		62,400		63,300	26.2%	56

Other

Total

Leased

SNO

Land

Property Address

City

State

Joint Venture

GLA (1)

SF (1)

SF (1)

Leased (1)

Acres

Significant Tenants (1)

12625 North Interstate Highway 35

Austin

TX

RD Development JV

-

-

-

0.0%

11

n/a

(1) Based on signed leases as of March 31, 2023; GLA presented at the Company’s proportional share

(2) Indicates assets that are put right eligible as of May 9, 2023

15

Non-core Properties

Consolidated Properties

			Total		Leased		SNO			Land
Property Address	City	State	GLA (1)		SF (1)		SF (1)		Leased (1)	Acres		Significant Tenants (1)
3930 McCain Boulevard	North Little Rock	AR		177,300		13,000		-	7.3%		15	Aspen Dental, Longhorn Steakhouse
3150 South 4th Avenue	Yuma	AZ		90,100		-		-	0.0%		15	n/a
3751 South Dogwood Road	El Centro	CA		9,700		9,700		-	100.0%		1	n/a
1011 West Olive Avenue	Merced (3)	CA		92,700		-		5,300	5.7%		9	Chilis
1400 East 104th Avenue	Thornton	CO		193,700		61,700		-	31.9%		23	Vasa Fitness
1625 Northwest 107th Avenue	Doral	FL		195,600		-		-	0.0%		13	n/a
733 North Highway 231	Panama City	FL		134,300		-		-	0.0%		15	n/a
7171 North Davis Highway	Pensacola	FL		7,900		7,900		-	100.0%		14	Bubba's 33
4600 1st Avenue Northeast	Cedar Rapids	IA		146,300		-		-	0.0%		12	n/a
5050 South Kedzie Avenue	Chicago (2)	IL		175,900		17,200		-	9.8%		9	Chuck E Cheese
3231 Chicago Road	Steger	IL		101,700		-		-	0.0%		3	n/a
4000 Meadows Lane	Las Vegas	NV		132,600		42,500		-	32.1%		11	Round One Entertainment
5400 Meadowood Mall Circle	Reno	NV		174,900		59,300		-	33.9%		3	Round One Entertainment, 4 Wheel Parts
317 Greece Ridge Center Drive	Rochester	NY		139,600		-		-	0.0%		14	n/a
2700 Miamisburg Centerville Road	Dayton	OH		13,400		13,400		-	100.0%		5	Outback Steakhouse, Hook & Reel
4400 South Western Avenue	Oklahoma City	OK		147,500		-		-	0.0%		14	Vasa Fitness
1675 West 49th Street	Hialeah	FL		153,200		-		-	0.0%		15	n/a
4000 North Shepherd	Houston	TX		201,600		-		-	0.0%		12	n/a
8000 West Broward Boulevard	Plantation	FL		204,100		-		49,800	24.4%		18	GameTime
15700 Emerald Way	Bowie	MD		126,400		-		-	0.0%		11	n/a
425 Rice Street	St. Paul (2)	MN		201,900		100		-	0.0%		17	n/a
1180 Southeast 82nd Avenue	Happy Valley	OR		139,800		45,000		-	32.2%		12	Dick's Sporting Goods
6515 East Southern Avenue	Mesa	AZ		136,000		-		-	0.0%		5	n/a
7611 West Thomas Road	Phoenix	AZ		144,500		-		-	0.0%		5	n/a
6950 West 130th Street	Middleburg Heights	OH		369,500		-		-	0.0%		19	n/a
7875 Johnnycake Ridge Road	Mentor	OH		215,300		-		-	0.0%		20	n/a
2800 North Germantown Parkway	Cordova (2)	TN		160,600		-		-	0.0%		12	n/a
100 Inland Center	San Bernardino	CA		264,700		-		-	0.0%		20	n/a
850 Hartford Turnpike	Waterford	CT		149,200		-		-	0.0%		11	n/a
4125 Cleveland Avenue	Ft. Myers	FL		146,800		-		-	0.0%		12	n/a
3800 US Highway 98 North	Lakeland	FL		156,200		-		-	0.0%		12	n/a
14250 Buck Hill Road	Burnsville	MN		167,300		-		-	0.0%		15	n/a
3001 White Bear Avenue North	Maplewood	MN		175,000		-		-	0.0%		14	n/a
3207 Solomons Island Road	Edgewater	MD		122,000		-		-	0.0%		14	n/a
Total				5,167,300		269,800		55,100	6.3%		418

(1) Based on signed leases as of March 31, 2023; GLA presented at the Company’s proportional share

(2) Indicates assets that have been sold subsequent to March 31, 2023

(3) Indicates assets with a partial sale subsequent to March 31, 2023

16

Sold Properties through March 31, 2023

				Total		In-Place		SNO			2023 Qtr
Property Address	City	State	Full / Partial Sale	SF (1)		SF (1)		SF (1)		Leased (1)	Sold
2 Orland Square Drive	Orland Park	IL	Full Site		202,800		-		-	0.0%	Q1
4000 Jericho Turnpike	East Northport	NY	Full Site		179,800		167,600		-	93.2%	Q1
12025 North 32nd Street	Phoenix	AZ	Full Site		151,200		151,200		-	100.0%	Q1
2860 South Highland Avenue	Lombard	IL	Full Site		139,300		139,300		-	100.0%	Q1
7503 West Cermak Road	North Riverside	IL	Full Site		214,700		163,900		19,700	85.5%	Q1
2500 Wabash Avenue	Springfield	IL	Full Site		119,400		108,000		11,400	100.0%	Q1
4201 Coldwater Road	Ft. Wayne	IN	Full Site		84,100		76,700		6,200	98.6%	Q1
101 West Lincoln Highway	Merrillville	IN	Full Site		171,300		163,000		1,600	96.1%	Q1
4700 2nd Avenue	Kearney	NE	Full Site		64,900		64,900		-	100.0%	Q1
4100 Belden Village Avenue Northwest	Canton	OH	Full Site		192,300		128,300		10,000	71.9%	Q1
4570 Poplar Avenue	Memphis	TN	Full Site		116,000		101,200		8,800	94.8%	Q1
12625 North Interstate Highway 35	Austin	TX	Full Site		52,700		45,000		-	85.4%	Q1
9484 Dyer Street	El Paso	TX	Full Site		107,800		99,100		-	91.9%	Q1
12605 North Gessner Road	Houston	TX	Full Site		134,000		134,000		-	100.0%	Q1
201 Central Park Mall	San Antonio	TX	Full Site		164,600		158,200		-	96.1%	Q1
5200 South 76th Street	Greendale	WI	Full Site		217,600		133,700		-	61.4%	Q1
53 West Towne Mall	Madison	WI	Full Site		110,600		110,600		-	100.0%	Q1
2501 Irving Mall	Irving	TX	Partial Site		94,865		-		-	0.0%	Q1
2010 North Main Street	Layton	UT	Full Site		82,700		67,500		-	81.6%	Q1
7801 Rivers Avenue	Charleston	SC	Full Site		106,200		52,900		-	49.8%	Q1
1209 Plaza Drive	West Covina - Retail	CA	Full Site		11,000		11,000		-	100.0%	Q1
1209 Plaza Drive	West Covina - Resi	CA	Full Site		11,000		11,000		-	100.0%	Q1
2501 Irving Mall	Irving	TX	Partial Site		4,992		4,992		-	100.0%	Q1
2501 Irving Mall	Irving	TX	Partial Site		7,500		7,500		-	100.0%	Q1
3636 North Blackstone Avenue	Fresno	CA	Full Site		201,800		43,400		-	21.5%	Q1
6301 Northwest Loop 410	Ingram	TX	Full Site		169,900		-		-	0.0%	Q1
600 Lee Boulevard	Yorktown Heights	NY	Full Site		153,200		38,500		-	25.1%	Q1
Total					3,266,257		2,181,492		57,700	68.6%

(1) Based on signed leases as of March 31, 2023; GLA presented at the Company’s proportional share

17

REA Status by Sites and Category

	No / Expired REA			Expires in <5 years			Expires in >5 years			Total
MT Retail		3			-			10			13
Premier Mixed-use		6			1			1			8
Joint Venture (Residential)		3			-			-			3
Joint Venture (Mall REIT)		1			-			11			12
Joint Venture )(Other		-			-			1			1
Sell		9			3			23			35
Total		22			4			46			72
% of Total		31	%		6	%		64	%		100	%

18

Non-GAAP Financial Measures

The Company makes reference to NOI and Total NOI which are financial measures that include adjustments to accounting principles generally accepted in the United States (“GAAP”).

Neither of NOI or Total NOI 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 the Company deems most comparable have been provided in the tables accompanying this press release.

Net Operating Income (“NOI”) and Total NOI

NOI is defined as income from property operations less property operating expenses. Other real estate companies may use different methodologies for calculating NOI, and accordingly the Company’s depiction of NOI may not be comparable to other real estate companies. 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. This form of presentation offers insights into the financial performance and condition of the Company as a whole given the Company’s 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.

19

XML

Document And Entity Information	May 10, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 10, 2023
Entity Registrant Name	SERITAGE GROWTH PROPERTIES
Entity Central Index Key	0001628063
Entity Emerging Growth Company	false
Securities Act File Number	001-37420
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	38-3976287
Entity Address, Address Line One	500 Fifth Avenue, Suite 1530
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10110
City Area Code	212
Local Phone Number	355-7800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common shares of beneficial interest, par value $0.01 per share
Trading Symbol	SRG
Security Exchange Name	NYSE
7.00% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share [Member]
Document Information [Line Items]
Title of 12(b) Security	7.00% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share
Trading Symbol	SRG-PA
Security Exchange Name	NYSE