8-K - SRG - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): November 07, 2023

SERITAGE GROWTH PROPERTIES

(Exact name of Registrant as Specified in Its Charter)

Maryland	001-37420	38-3976287
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>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<br>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 November 8, 2023, the Company issued a press release regarding its financial results for the three and nine months ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this report.

In addition, on November 8, 2023, the Company published certain supplementary financial information relating to the three and nine months ended September 30, 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.

On November 8, 2023, Seritage Growth Properties (the “Company”) announced that on November 7, 2023 it made a voluntary prepayment in the amount of $40 million under its $1.6 billion Senior Secured Term Loan Agreement, dated July 31, 2018, among the Company, Seritage Growth Properties, L.P. and Berkshire Hathaway Life Insurance Company of Nebraska (as amended by amendment no. 1, dated May 5, 2020, by amendment no. 2, dated November 24, 2021, and by amendment no. 3, dated June 16, 2022, the “Term Loan Agreement”). Following the prepayment, the Company has repaid $1.24 billion since December 2021 and $360 million remains outstanding under the Term Loan Agreement. The prepayment will also reduce the Company's total annual interest expense related to the term loan facility by approximately $2.8 million.

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 November 8, 2023.
99.2	Supplementary Financial Information dated November 8, 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: November 8, 2023

EX-99.1

Exhibit 99.1

Seritage Growth Properties Reports Third Quarter 2023 Operating Results

New York – November 8, 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 and nine months ended September 30, 2023.

“We continue to make significant progress on asset sales, grossing more than $156 million during the quarter. We now have a line of sight to a portfolio of approximately 25 assets comprised of many of our best properties in prime markets around the country. Our team's operational discipline has allowed us to reduce run rate G&A, a trend we expect to continue into 2024. We remain focused on our balance sheet, keeping ample cash balances while using excess proceeds to progressively pay down our debt. Looking ahead, we will press on with our plan of sale with a continued focus on delivering value to our shareholders,” said Andrea L. Olshan, Chief Executive Officer and President.

Sale Highlights:

• Generated $156.8 million of gross proceeds during the quarter ended September 30, 2023 from sales including:

• $48.2 million in gross proceeds from two income producing Multi-Tenant Retail assets reflecting a 7.5% blended capitalization rate;

• $8.4 million in gross proceeds from two income producing Non-Core assets reflecting a 6.7% blended capitalization rate;

• $6.2 million in gross proceeds from two vacant / non-income producing Non-Core assets sold at $11.79 PSF eliminating $0.6M of carry costs; and

• $94.0 million in gross proceeds from monetizing three unconsolidated entity interests.

• Subsequent to quarter end, generated $78.6 million of gross proceeds from sales including:

• $27.5 million in gross proceeds from one income producing Multi-Tenant Retail asset reflecting a 6.4% capitalization rate; and

• $51.1 million in gross proceeds from five vacant / non-income producing Non-Core assets sold at $64.28 PSF eliminating $1.7M of carry costs.

• The Company has eight assets under contract for anticipated gross proceeds of $78.0 million. All assets for sale are subject to customary closing conditions. Of these eight assets, three are for sale with no due diligence contingencies for total anticipated gross proceeds of $11.8 million, four assets are under contract for sale subject to customary due diligence for total anticipated gross proceeds of $28.7 million and one asset is subject to a buyer termination right for anticipated gross proceeds of $37.5 million including:

• $37.5 million in gross proceeds from one income producing Multi-Tenant Retail asset reflecting a 5.8% capitalization rate;

• $9.2 million in gross proceeds from two income producing Non-Core assets reflecting a 6.4% blended capitalization rate; and

• $31.3 million in gross proceeds from five vacant / non-income producing Non-Core assets sold at $39.56 PSF eliminating $1.8M of carry costs.

• The Company has accepted offers on and is currently negotiating definitive purchase and sale agreements on seven assets for total gross proceeds of approximately $59.0 million including:

• $28.0 million in gross proceeds from one income producing Multi-Tenant Retail asset reflecting a 7.7% capitalization rate;

• $2.7 million in gross proceeds from one income producing Non-Core asset reflecting a 5.5% capitalization rate;

• $8.5 million in gross proceeds from two vacant / non-income producing Non-Core assets sold at $37.59 PSF eliminating $0.4M of carry costs; and

• $19.8 million in gross proceeds from monetizing three unconsolidated entity interests.

Financial Highlights:

For the three months ended September 30, 2023:

• As of September 30, 2023, the Company had cash on hand of $114.8 million, including $16.0 million of restricted cash. As of November 3, 2023, the Company had cash on hand of $187.9 million, including $16.0 million of restricted cash, prior to making an additional principal prepayment of $40 million on November 7, 2023.

• Net loss attributable to common shareholders of ($3.8) million, or ($0.07) per share.

• Total Net Operating Income (“Total NOI”) of $1.1 million.

• During the quarter, the Company made $150 million in principal repayments on the Company’s term loan facility having a maturity date of July 31, 2025 (the “Term Loan Facility”), reducing the balance of the Term Loan Facility to $400 million at September 30, 2023. Subsequent to quarter end, the Company made an additional $40 million principal repayment reducing the balance of the Term Loan Facility to $360 million.

Other Highlights

• Signed three leases covering 12 thousand square feet in the third quarter at an average projected annual net rent of $55.94 PSF.

• One ground floor lease covering approximately 8 thousand square feet at a Multi-Tenant Retail asset at a projected annual net rent of $46.00 PSF;

• One ground floor lease covering approximately 500 square feet at a Premier asset at a projected annual net rent of $260.00 PSF; and

• One upper floor lease covering approximately 3.6 thousand square feet at a Premier asset at a projected annual net rent of $50.15 PSF.

• Opened five tenants in the third quarter totaling approximately 41 thousand square feet (36 thousand square feet at share) at an average net rent of $65.36 PSF ($67.38 PSF at share).

Future Sales Projections

The data below provides additional information regarding current estimated gross sales proceeds per asset in the portfolio as of November 7, 2023 excluding assets under contract or in PSA negotiation, which are described above. The assets listed below are either being marketed or are to be marketed and, as a result, any sales thereof are anticipated to occur in 2024 and beyond. Sales projections are based on the Company’s latest forecasts and assumptions, but the Company cautions that actual results may differ materially. In addition, see “Market Update” below and the “Risk Factors” section contained in the Company’s filings with the Securities and Exchange Commission for discussion of the risks associated with such estimated gross sale proceeds.

Gateway Markets

• One Multi-Tenant Asset $25 - $30 million

• Nine Premier Assets (Dallas & UTC are each assumed to be sold in two transactions)

• One Asset $15 - $20 million

• One Asset $35 - $40 million

• One Asset $40 - $45 million

• One Asset $45 - $50 million

• One Asset $50 - $60 million

• One Asset $70 - $80 million

• One Asset $100 - $150 million

• Two Assets $200 – $300 million

Primary Markets

• Three Multi-Tenant Assets

• One Asset $25 - $30 million

• Two Assets $30 - $35 million

• Two Joint Venture Assets $5 - $10 million

• Four Non-Core Assets

• Three Assets $5 - $10 million

• One Asset $30 - $35 million

Secondary Markets

• One Residential Asset with adjacent Retail asset $5 - 10 million

• One Joint Venture Asset $5 - $10 million

• One Non-Core Asset under $5 million

Tertiary Markets

• One Non-Core Asset under $5 million

Portfolio

The table below represents a summary of the Company’s properties by planned usage as of September 30, 2023:

(in thousands except number of leases and acreage data):

Planned Usage	Total	Built SF / Acreage (1)		% Leased
Consolidated
Multi-Tenant Retail	7	1,135 sf / 111 acres	793	69.8.%	15.9
Residential (3)	2	33 sf / 19 acres	33	100.0%	9.5
Premier	4	228 sf / 69 acres	138	60.4%	17.2
Non-Core (4)	20	2,941 sf / 259 acres	119	4.0%	12.9
Unconsolidated
Other Joint Ventures	6	457 sf / 77 acres	11	2.3%	12.8
Premier	3	158 sf / 57 acres	106	67.4%	19.0

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

(2) Based on signed leases at September 30, 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 September 30, 2023, the Company invested $0.5 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 and in negotiation leases as of September 30, 2023:

(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		29		649.4		57.2	%	$	15,648.0		83.7	%	$	24.10
SNO retail leases (1)(2)		7		143.3		12.6	%	$	3,054.8		16.3	%		21.32
Tenants in lease negotiation		2		104.0		9.2	%	$	696.2	N/A				6.69
Total retail leases		38		896.7		79.0	%	$	19,399.0		100.0	%	$	21.63
(1) SNO = signed not yet opened leases.
(2) SNO GLA and rent include one tenant expansion signed in Q2 2023 not counted as a lease.

During the three months ended September 30, 2023, the Company signed one new lease at its retail properties totaling approximately 8 thousand square feet at an average base rent of $46.12 PSF stabilized net. Additionally, the Company generated a leasing pipeline of over 100 thousand square feet. The Company has 649 thousand leased square feet and approximately 143 thousand square feet signed but not opened. The Company has total occupancy of 69.8% for its Multi-Tenant retail properties. As of September 30, 2023, there is an additional approximately 343 thousand square feet available for lease.

(in thousands except number of leases and PSF data)	Number of			Leased			Gross Annual Base			Gross Annual
	SNO Leases			GLA			Rent ("ABR")			Rent PSF ("ABR PSF")
As of June 30, 2023		8			164.4			3,146.5		$	19.14
Opened		(1	)		(1.2	)		(52.3	)		43.58
Sold / terminated		(1	)		(28.0	)		(413.0	)		14.75
Signed		1			8.1			373.6			43.12
As of September 30, 2023		7			143.3			3,054.8		$	21.32

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 September 30, 2023, the Company has 245 thousand in-place leased square feet (144 thousand square feet at share), 105 thousand square feet signed but not opened (100 thousand square feet at share), and 193 thousand square feet available for lease (142 thousand square feet at share).

The table below provides a summary of all signed leases at Premier assets as of September 30, 2023, including unconsolidated entities at the Company’s proportional share:

	Number of			Leased			% of Total			Gross Annual			% of			Gross Annual
Tenant	Leases			GLA			Leasable GLA			Base Rent ("ABR")			Total ABR			Rent PSF ("ABR PSF")
In-place retail leases		27			63.9			16.6	%	$	4,481.6			26.8	%	$	70.13
In-place office leases		2			79.9			20.7	%	$	5,219.6			31.4	%		65.33
SNO retail leases as of June 30, 2023(1)		18			107.1					$	8,298.0						77.48
Opened		(3	)		(17.0	)				$	(1,403.5	)					82.56
Terminated		(1	)		(22.0	)				$	(1,820.3	)					82.74
Signed		2			4.1					$	312.8						76.29
SNO retail leases as of September 30, 2023(1)		16			72.2			18.7	%	$	5,387.0			32.4	%		74.61
SNO office leases as of June 30, 2023(1)		3			46.2					$	2,108.5						45.64
Opened		(1	)		(18.2	)				$	(999.8	)					54.93
Lease amendment		—			—					$	432.5						—
SNO retail leases as of September 30, 2023(1)		2			28.0			7.3	%	$	1,541.2			9.3	%		55.04
Total diversified leases as of September 30, 2023		47			244.0			63.3	%	$	16,629.4			100.0	%	$	68.15
(1) SNO = Signed not yet opened leases
(2) In thousands except number of leases and PSF data

During the three months ended September 30, 2023, the Company invested $10.1 million in its consolidated premier development and operating properties and an additional $0.5 million into its unconsolidated premier entities.

Aventura

During the third 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 opened its first tenants to the public in July 2023 with approximately 58 thousand square feet representing 27% of the asset opened through November 3, 2023 and will continue with rolling openings going forward.

With 58.4% leased through November 3, 2023, the Company has 90 thousand square feet or 41.6% available for lease, of which approximately 32 thousand square feet or 14.8% is in lease negotiation and has leasing activity on over an additional 14 thousand square feet or 6.5%. This leasing percentage reflects two leases that were terminated due to those tenants failure to perform representing approximately 24 thousand square feet or 10.9%.

Financial Summary

The table below provides a summary of the Company’s financial results for the three and nine months ended September 30, 2023:

(in thousands except per share amounts)	Three Months Ended						Nine Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Net loss attributable to Seritage<br> common shareholders	$	(2,127	)	$	(4,664	)	$	(162,270	)	$	(170,074	)
Net loss per share attributable to Seritage<br> common shareholders		(0.04	)		(0.08	)		(2.89	)		(3.57	)
Total NOI		1,119			12,150			7,218			33,245

For the quarter ended September 30, 2023:

• Total NOI for the third quarter of 2023 reflects the impact of $(0.6) million Total NOI relating to sold properties.

Total NOI is comprised of:

(in thousands)	Three Months Ended September 30,
Consolidated Properties	2023			2022
Multi-tenant retail	$	2,749		$	4,154
Premier		(589	)		(632	)
Residential		57			—
Non-Core		(1,310	)		(422	)
Sold		(601	)		6,897
Total		306			9,997
Unconsolidated Properties
Residential		277			282
Premier		64			2,158
Other joint ventures		472			(287	)
Total		813			2,153
Total NOI	$	1,119		$	12,150

As of September 30, 2023, the Company had cash on hand of $114.8 million, including $16.0 million of restricted cash. The Company expects to use these sources of liquidity, together with a combination of future sales, to pay its financing obligations and fund its operations and development activity. The availability of funding from sales of assets 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 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 was paid on July 14, 2023 to holders of record on June 30, 2023.

On July 23, 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 paid on October 13, 2023 to holders of record on September 30, 2023.

On October 30, 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 January 16, 2024 to holders of record on December 29, 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.

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.

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.

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 and any subsequent Form 10-Qs. 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 September 30, 2023, the Company’s portfolio consisted of interests in 42 properties comprised of approximately 5.6 million square feet of gross leasable area (“GLA”) or build-to-suit leased area, approximately 126 acres held for or under development and approximately 2.9 million square feet or approximately 259 acres to be disposed of. The portfolio consists of approximately 4.3 million square feet of GLA held by 33 wholly owned properties (such properties, the “Consolidated Properties”) and 1.2 million square feet of GLA held by 9 unconsolidated entities (such properties, the “Unconsolidated Properties”).

Contact

Seritage Growth Properties

(212) 355-7800

IR@Seritage.com

Seritage Growth Properties

Consolidated Balance SheetS

(In thousands, except share and per share amounts)

(Unaudited)

			December 31, 2022
ASSETS
Investment in real estate
Land	108,366		$	172,813
Buildings and improvements	324,781			463,616
Accumulated depreciation	(35,119	)		(57,330	)
	398,028			579,099
Construction in progress	131,015			185,324
Net investment in real estate	529,043			764,423
Real estate held for sale	110,616			455,617
Investment in unconsolidated entities	208,672			382,597
Cash and cash equivalents	98,886			133,480
Restricted cash	15,962			11,459
Tenant and other receivables, net	20,638			41,495
Lease intangible assets, net	930			1,791
Prepaid expenses, deferred expenses and other assets, net	31,543			50,859
Total assets (1)	1,016,290		$	1,841,721
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Term loan facility, net	400,000		$	1,029,754
Accounts payable, accrued expenses and other liabilities	56,028			89,368
Total liabilities (1)	456,028			1,119,122
Commitments and contingencies (Note 9)
Shareholders' Equity
Class A common shares 0.01 par value; 100,000,000 shares authorized; 56,182,522 and 56,052,546 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	562			561
Series A preferred shares 0.01 par value; 10,000,000 shares authorized; 2,800,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022; liquidation preference of 70,000	28			28
Additional paid-in capital	1,361,384			1,360,411
Accumulated deficit	(802,801	)		(640,531	)
Total shareholders' equity	559,173			720,469
Non-controlling interests	1,089			2,130
Total equity	560,262			722,599
Total liabilities and equity	1,016,290		$	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 September 30, 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, (0.8) million of accumulated depreciation and 2.0 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.

All values are in US Dollars.

Seritage Growth Properties

Consolidated Statements of OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended <br>September 30,						Nine Months Ended <br>September 30,
	2023			2022			2023			2022
REVENUE
Rental income	$	4,525		$	23,253		$	10,459		$	81,755
Management and other fee income		523			248			1,152			2,355
Total revenue		5,048			23,501			11,611			84,110
EXPENSES
Property operating		4,564			9,700			17,945			31,535
Real estate taxes		1,204			6,483			4,910			21,056
Depreciation and amortization		2,913			9,169			11,628			31,772
General and administrative		8,030			10,811			30,349			30,996
Litigation settlement		—			533			—			35,533
Total expenses		16,711			36,696			64,832			150,892
Gain on sale of real estate, net		18,506			45,433			64,386			112,449
(Loss) gain on sale of interest in unconsolidated entities		(916	)		(139	)		6,407			(139	)
Impairment of real estate assets		—			(10,275	)		(107,043	)		(120,609	)
Equity in income (loss) of unconsolidated entities		993			(2,275	)		(49,077	)		(69,071	)
Interest and other income		2,030			(1,047	)		17,484			(937	)
Interest expense		(9,763	)		(21,916	)		(37,493	)		(67,167	)
Loss before income taxes		(813	)		(3,414	)		(158,557	)		(212,256	)
Provision for income taxes		(89	)		(67	)		(38	)		(295	)
Net loss		(902	)		(3,481	)		(158,595	)		(212,551	)
Net loss attributable to non-controlling interests		—			42			—			46,152
Net loss attributable to Seritage	$	(902	)	$	(3,439	)	$	(158,595	)	$	(166,399	)
Preferred dividends		(1,225	)		(1,225	)		(3,675	)		(3,675	)
Net loss attributable to Seritage common shareholders	$	(2,127	)	$	(4,664	)	$	(162,270	)	$	(170,074	)
Net loss per share attributable to Seritage Class A<br> common shareholders - Basic	$	(0.04	)	$	(0.08	)	$	(2.89	)	$	(3.57	)
Net loss per share attributable to Seritage Class A<br> common shareholders - Diluted	$	(0.04	)	$	(0.08	)	$	(2.89	)	$	(3.57	)
Weighted average Class A common shares<br> outstanding - Basic		56,183			55,361			56,139			47,600
Weighted average Class A common shares<br> outstanding - Diluted		56,183			55,361			56,139			47,600

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

	Three Months Ended September 30,						Nine Months Ended September 30,
NOI and Total NOI	2023			2022			2023			2022
Net loss	$	(902	)	$	(3,481	)	$	(158,595	)	$	(212,551	)
Termination fee income		—			—			—			(369	)
Management and other fee income		(523	)		(248	)		(1,152	)		(2,355	)
Depreciation and amortization		2,913			9,169			11,628			31,772
General and administrative expenses		8,030			10,811			30,349			30,996
Litigation settlement		—			533			—			35,533
Equity in loss of unconsolidated entities		(993	)		2,275			49,077			69,071
Loss (gain) on sale of interest in unconsolidated entities		916			139			(6,407	)		139
Gain on sale of real estate, net		(18,506	)		(45,433	)		(64,386	)		(112,449	)
Impairment of real estate assets		—			10,275			107,043			120,609
Interest and other income		(2,030	)		1,047			(17,484	)		937
Interest expense		9,763			21,916			37,493			67,167
(Benefit) provision for income taxes		89			67			38			295
Straight-line rent		1,504			2,873			16,142			(1,447	)
Above/below market rental expense		45			54			138			175
NOI	$	306		$	9,997		$	3,884		$	27,523
Unconsolidated entities
Net operating income of unconsolidated entities		3,445			2,450			6,404			6,563
Straight-line rent		(2,629	)		(305	)		(3,069	)		(860	)
Above/below market rental expense		(3	)		8			(1	)		19
Total NOI	$	1,119		$	12,150		$	7,218		$	33,245

EX-99.2

Exhibit 99.2

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 and in any of our subsequent Form 10-Qs. 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.

Financial Information

Summary Information

September 30, 2023

(in thousands, except per share and PSF amounts)

	Three Months Ended September 30,				Nine Months Ended September 30,
Financial Results	2023		2022		2022		2021
Net loss attributable to Seritage<br> common shareholders		)		)		)		)
Total NOI
Net loss per share attributable to Seritage<br> common shareholders		)		)		)		)
Wtd. avg. shares - EPS
Stock trading price range	7.19 to 9.69		5.40 to 14.06		7.19 to 12.70		5.21 to 14.45

All values are in US Dollars.

Consolidated Balance Sheets (unaudited)

September 30, 2023

(in thousands, except share and per share amounts)

			December 31, 2022
ASSETS
Investment in real estate
Land	108,366		$	172,813
Buildings and improvements	324,781			463,616
Accumulated depreciation	(35,119	)		(57,330	)
	398,028			579,099
Construction in progress	131,015			185,324
Net investment in real estate	529,043			764,423
Real estate held for sale	110,616			455,617
Investment in unconsolidated entities	208,672			382,597
Cash and cash equivalents	98,886			133,480
Restricted cash	15,962			11,459
Tenant and other receivables, net	20,638			41,495
Lease intangible assets, net	930			1,791
Prepaid expenses, deferred expenses and other assets, net	31,543			50,859
Total assets (1)	1,016,290		$	1,841,721
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Term loan facility, net	400,000		$	1,029,754
Accounts payable, accrued expenses and other liabilities	56,028			89,368
Total liabilities (1)	456,028			1,119,122
Commitments and contingencies (Note 9)
Shareholders' Equity
Class A common shares 0.01 par value; 100,000,000 shares authorized; 56,182,522 and 56,052,546 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	562			561
Series A preferred shares 0.01 par value; 10,000,000 shares authorized; 2,800,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022; liquidation preference of 70,000	28			28
Additional paid-in capital	1,361,384			1,360,411
Accumulated deficit	(802,801	)		(640,531	)
Total shareholders' equity	559,173			720,469
Non-controlling interests	1,089			2,130
Total equity	560,262			722,599
Total liabilities and equity	1,016,290		$	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 September 30, 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, (0.8) million of accumulated depreciation and 2.0 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.

All values are in US Dollars.

Consolidated Statements of Operations (unaudited)

September 30, 2023

(in thousands, except per share amounts)

	Three Months Ended <br>September 30,						Nine Months Ended <br>September 30,
	2023			2022			2023			2022
REVENUE
Rental income	$	4,525		$	23,253		$	10,459		$	81,755
Management and other fee income		523			248			1,152			2,355
Total revenue		5,048			23,501			11,611			84,110
EXPENSES
Property operating		4,564			9,700			17,945			31,535
Real estate taxes		1,204			6,483			4,910			21,056
Depreciation and amortization		2,913			9,169			11,628			31,772
General and administrative		8,030			10,811			30,349			30,996
Litigation settlement		—			533			—			35,533
Total expenses		16,711			36,696			64,832			150,892
Gain on sale of real estate, net		18,506			45,433			64,386			112,449
(Loss) gain on sale of interest in unconsolidated entities		(916	)		(139	)		6,407			(139	)
Impairment of real estate assets		—			(10,275	)		(107,043	)		(120,609	)
Equity in income (loss) of unconsolidated entities		993			(2,275	)		(49,077	)		(69,071	)
Interest and other income		2,030			(1,047	)		17,484			(937	)
Interest expense		(9,763	)		(21,916	)		(37,493	)		(67,167	)
Loss before income taxes		(813	)		(3,414	)		(158,557	)		(212,256	)
Provision for income taxes		(89	)		(67	)		(38	)		(295	)
Net loss		(902	)		(3,481	)		(158,595	)		(212,551	)
Net loss attributable to non-controlling interests		—			42			—			46,152
Net loss attributable to Seritage	$	(902	)	$	(3,439	)	$	(158,595	)	$	(166,399	)
Preferred dividends		(1,225	)		(1,225	)		(3,675	)		(3,675	)
Net loss attributable to Seritage common shareholders	$	(2,127	)	$	(4,664	)	$	(162,270	)	$	(170,074	)
Net loss per share attributable to Seritage Class A<br> common shareholders - Basic	$	(0.04	)	$	(0.08	)	$	(2.89	)	$	(3.57	)
Net loss per share attributable to Seritage Class A<br> common shareholders - Diluted	$	(0.04	)	$	(0.08	)	$	(2.89	)	$	(3.57	)
Weighted average Class A common shares<br> outstanding - Basic		56,183			55,361			56,139			47,600
Weighted average Class A common shares<br> outstanding - Diluted		56,183			55,361			56,139			47,600

Total Net Operating Income

September 30, 2023

(in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
NOI and Total NOI	2023			2022			2023			2022
Net loss	$	(902	)	$	(3,481	)	$	(158,595	)	$	(212,551	)
Termination fee income		—			—			—			(369	)
Management and other fee income		(523	)		(248	)		(1,152	)		(2,355	)
Depreciation and amortization		2,913			9,169			11,628			31,772
General and administrative expenses		8,030			10,811			30,349			30,996
Litigation settlement		—			533			—			35,533
Equity in loss of unconsolidated entities		(993	)		2,275			49,077			69,071
Loss (gain) on sale of interest in unconsolidated entities		916			139			(6,407	)		139
Gain on sale of real estate, net		(18,506	)		(45,433	)		(64,386	)		(112,449	)
Impairment of real estate assets		—			10,275			107,043			120,609
Interest and other income		(2,030	)		1,047			(17,484	)		937
Interest expense		9,763			21,916			37,493			67,167
(Benefit) provision for income taxes		89			67			38			295
Straight-line rent		1,504			2,873			16,142			(1,447	)
Above/below market rental expense		45			54			138			175
NOI	$	306		$	9,997		$	3,884		$	27,523
Unconsolidated entities
Net operating income of unconsolidated entities		3,445			2,450			6,404			6,563
Straight-line rent		(2,629	)		(305	)		(3,069	)		(860	)
Above/below market rental expense		(3	)		8			(1	)		19
Total NOI	$	1,119		$	12,150		$	7,218		$	33,245

Additional Information

September 30, 2023

(in thousands)

	As of	As of
Debt Summary	September 30, 2023	December 31, 2022
Term Loan Facility (drawn / undrawn)	400,000 / 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	September 30, 2023	December 31, 2022
Right of Use Asset
Prepaid insurance
Other prepaid expenses
Deferred expenses
Other assets
FF&E
Prepaid real estate taxes
Total prepaid expenses, deferred expenses and other assets

All values are in US Dollars.

	September 30, 2023		December 31, 2022
Accrued development expenditures	$	21,668	$	37,983
Accounts payable and accrued expenses		18,837		25,454
Lease liability		5,397		5,916
Accrued real estate taxes		4,067		8,638
Prepaid rental income		2,241		4,977
Accrued interest		1,416		3,286
Below-market leases		1,340		1,560
Common and preferred dividends and OP<br> Unit distributions payable		1,062		1,554
Total accounts payable, accrued expenses and<br> other liabilities	$	56,028	$	89,368

Additional Information (cont’d)

September 30, 2023

(in thousands, except per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
Rental Revenue Detail	2023			2022			2023			2022
Revenue
Rental income	$	4,319		$	19,004			9,048			66,998
Tenant reimbursements		206			4,249			1,411			14,387
Termination income		—			—			—			370
Total	$	4,525		$	23,253		$	10,459		$	81,755
	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Select Non-Cash Items
Straight-line rental income
Wholly-owned	$	(1,504	)	$	(2,873	)		(16,142	)	$	1,447
Joint ventures		2,629			305			3,069			860
Total	$	1,125		$	(2,568	)	$	(13,073	)	$	2,307
Net amortization of above/below market<br> rental income/expense
Wholly-owned	$	(45	)	$	(54	)	$	(138	)	$	(175	)
Joint ventures		3			(8	)		1			(19	)
Total	$	(42	)	$	(62	)	$	(137	)	$	(194	)
Amortization of deferred financing costs	$	(35	)	$	(105	)	$	(246	)	$	(316	)
Share-based compensation expense		(647	)		(843	)		(2,074	)		(1,735	)

SNO Lease Summary

Multi-Tenant Retail

The table below provides a summary of all Multi-Tenant Retail signed leases as of September 30, 2023:

(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		29		649.4		57.2	%	$	15,648.0		83.7	%	$	24.10
SNO retail leases (1)(2)		7		143.3		12.6	%	$	3,054.8		16.3	%		21.32
Tenants in lease negotiation		2		104.0		9.2	%	$	696.2	N/A				6.69
Total retail leases		38		896.7		79.0	%	$	19,399.0		100.0	%	$	21.63
(1) SNO = signed not yet opened leases.
(2) SNO GLA and rent include one tenant expansion signed in Q2 2023 not counted as a lease.
(in thousands except number of leases and PSF data)	Number of			Leased			Gross Annual Base			Gross Annual
---	---	---	---	---	---	---	---	---	---	---	---
	SNO Leases			GLA			Rent ("ABR")			Rent PSF ("ABR PSF")
As of June 30, 2023		8			164.4			3,146.5		$	19.14
Opened		(1	)		(1.2	)		(52.3	)		43.58
Sold / terminated		(1	)		(28.0	)		(413.0	)		14.75
Signed		1			8.1			373.6			43.12
As of September 30, 2023		7			143.3			3,054.8		$	21.32

Premier Mixed-Use

The table below provides a summary of all signed leases at Premier assets as of September 30, 2023, including unconsolidated entities at the Company’s proportional share:

	Number of			Leased			% of Total			Gross Annual			% of			Gross Annual
Tenant	Leases			GLA			Leasable GLA			Base Rent ("ABR")			Total ABR			Rent PSF ("ABR PSF")
In-place retail leases		27			63.9			16.6	%	$	4,481.6			26.8	%	$	70.13
In-place office leases		2			79.9			20.7	%	$	5,219.6			31.4	%		65.33
SNO retail leases as of June 30, 2023(1)		18			107.1					$	8,298.0						77.48
Opened		(3	)		(17.0	)				$	(1,403.5	)					82.56
Terminated		(1	)		(22.0	)				$	(1,820.3	)					82.74
Signed		2			4.1					$	312.8						76.29
SNO retail leases as of September 30, 2023(1)		16			72.2			18.7	%	$	5,387.0			32.4	%		74.61
SNO office leases as of June 30, 2023(1)		3			46.2					$	2,108.5						45.64
Opened		(1	)		(18.2	)				$	(999.8	)					54.93
Lease amendment		—			—					$	432.5						—
SNO retail leases as of September 30, 2023(1)		2			28.0			7.3	%	$	1,541.2			9.3	%		55.04
Total diversified leases as of September 30, 2023		47			244.0			63.3	%	$	16,629.4			100.0	%	$	68.15
(1) SNO = Signed not yet opened leases
(2) In thousands except number of leases and PSF data

Top Tenants

September 30, 2023

(rent in thousands)

The following table lists the top tenants in the portfolio as of September 30, 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
Amazon	2		99,193		5,435	14.2%
Dick's Sporting Goods	2		137,020		3,223	8.4%
Nordstrom Rack	3		116,868		2,578	6.7%
Round One Entertainment	2		96,922		2,205	5.8%
Primark	1		65,747		1,644	4.3%
Pinstripes	1		26,515		1,482	3.9%
Industrious	1		26,501		1,431	3.7%
Whole Foods	2		71,235		1,258	3.3%
TJX	3		61,026		1,125	2.9%	HomeGoods, Sierra Trading Post
CCRM	1		18,179		1,000	2.6%
GameTime	1		49,811		996	2.6%
Dave & Buster's	1		40,351		896	2.3%
Grupo Carolo	1		7,742		774	2.0%
Joey	1		8,150		734	1.9%
Ulta Salon	2		21,498		686	1.8%
Darden	3		23,386		675	1.8%	Longhorn Steakhouse, Yardhouse, Seasons 52
STK	1		7,651		570	1.5%
Jarana	1		5,115		537	1.4%
Floor & Décor	1		57,204		515	1.3%
Sweetgreen	2		4,169		445	1.2%
Total	32		944,283		28,209	73.6%

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)
40710 Winchester Road	Temecula	CA		126,500		112,800		13,800	100.0%		10	Round One Entertainment, Dick's Sporting Goods, Texas Roadhouse
145 West Hillcrest Drive	Thousand Oaks (3)	CA		172,000		102,600		-	59.7%		11	Dave & Busters, DSW, Nordstrom Rack
200 Grossman Drive	Braintree	MA		85,100		47,600		37,500	100.0%		34	Nordstrom Rack, Ulta Beauty
1640 Route 22	Watchung	NJ		87,300		85,000		2,400	100.0%		7	Cinemark, HomeGoods, Sierra Trading Post, Ulta Beauty, Chick-fil-A , City MD, Starbucks
160 North Gulph Road	King of Prussia (2)	PA		208,700		166,400		8,100	79.7%		14	Dick's Sporting Goods, Primark, Yardhouse
27001 U.S. 19 North	Clearwater	FL		212,900		75,500		-	35.5%		14	Whole Foods, Nordstrom Rack
1425 Central Avenue	Albany	NY		242,800		59,600		81,500	58.1%		21	Whole Foods, Ethan Allen, Sierra Trading Post
Total				1,135,300		649,500		143,300	69.8%		111

(1) Based on signed leases as of September 30, 2023; GLA presented at the Company’s proportional share

(2) Property is subject to a ground lease

(3) Indicates assets that have been sold subsequent to September 30, 2023

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 September 30, 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.

Premier Mixed-Use Properties

Consolidated Properties

			Total		Leased		SNO					Land
Property Address	City	State	GLA (1)		SF (1)		SF (1)		Leased (1)			Acres	Significant Tenants (1)
19505 Biscayne Boulevard	Aventura	FL		216,100		30,400		95,600		58.3	%	13	CCRM, Industrious, Pinstripes
5900 Glades Road	Boca Raton	FL		4,200		4,200		-		100.0	%	19	n/a
13131 Preston Road	Dallas	TX		-		-		-		0.0	%	23	n/a
2200 148th Avenue Northeast	Redmond	WA		7,500		7,500		-		100.0	%	15	n/a
Total				227,800		42,100		95,600		60.4	%	70

Joint Ventures

			Total		Leased		SNO			Land
Property Address	City	State	GLA (1)		SF (1)		SF (1)		Leased (1)	Acres	Significant Tenants (1)
302 Colorado Ave	Santa Monica	CA		51,500		-		-	0.0%	3	n/a
4575 La Jolla Village Dr	San Diego	CA		106,200		101,600		4,700	100.0%	13	Amazon, Williams-Sonoma, Rejuvenation
5901 Duke St	Alexandria	VA		-		-		-	0.0%	41	n/a
Total				157,700		101,600		4,700	67.4%	57

(1) Based on signed leases as of September 30, 2023; GLA presented at the Company’s proportional share

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
Stonebriar Centre	Frisco	TX	GCP I JV		87,500		6,000		-	6.9%	11	n/a
Total					181,000		10,700		-	43.5%	28
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
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 September 30, 2023; GLA presented at the Company’s proportional share

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
1011 West Olive Avenue	Merced	CA		5,300		5,300		-	100.0%		9	Chilis
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
4000 Meadows Lane	Las Vegas	NV		132,600		42,500		-	32.1%		11	Round One Entertainment
4000 North Shepherd	Houston (2)	TX		201,600		-		-	0.0%		12	n/a
8000 West Broward Boulevard	Plantation	FL		204,100		-		49,800	24.4%		18	GameTime
6515 East Southern Avenue	Mesa	AZ		136,000		-		-	0.0%		5	n/a
7611 West Thomas Road	Phoenix (2)	AZ		144,500		-		-	0.0%		5	n/a
7875 Johnnycake Ridge Road	Mentor	OH		215,300		-		-	0.0%		20	n/a
100 Inland Center	San Bernardino	CA		264,700		-		-	0.0%		20	n/a
850 Hartford Turnpike	Waterford (2)	CT		149,200		-		-	0.0%		11	n/a
4125 Cleveland Avenue	Ft. Myers	FL		146,800		-		-	0.0%		12	n/a
14250 Buck Hill Road	Burnsville	MN		167,300		-		-	0.0%		15	n/a
3001 White Bear Avenue North	Maplewood (2)	MN		175,000		-		-	0.0%		14	n/a
7780 W Arrowhead Towne Center	Glendale (2)	AZ		125,000		-		-	0.0%		9	n/a
3207 Solomons Island Road	Edgewater	MD		122,000		-		-	0.0%		14	n/a
Total				2,940,900		68,700		49,800	4.0%		259

(1) Based on signed leases as of September 30, 2023; GLA presented at the Company’s proportional share

(2) Indicates assets that have been sold subsequent to September 30, 2023

Remaining Asset Demographics

Remaining Asset Breakout as of 11/6/2023				Within 5 Miles of Site				Within 10 Miles of Site
Asset	State	Planned Usage	Acreage	Avg. Population		Avg. Income		Avg. Population		Avg. Income
Mesa	AZ	Non-Core Properties	5		291,338	$	87,909		877,127	$	94,748
Yuma	AZ	Non-Core Properties	15		90,876	$	60,239		135,394	$	60,806
Riverside (Arlington) (2)	CA	Residential	19		298,742	$	95,082		855,387	$	98,676
Santa Rosa	CA	Other Joint Ventures	7		201,617	$	108,715		325,340	$	112,893
Temecula	CA	Multi-Tenant Retail	10		164,067	$	120,580		296,304	$	127,223
San Bernardino	CA	Non-Core Properties	20		345,038	$	67,925		946,839	$	83,345
Santa Monica	CA	Premier	3		403,540	$	137,448		1,122,410	$	127,772
San Diego (UTC)	CA	Premier	13		212,993	$	135,329		780,708	$	129,167
Merced	CA	Non-Core Properties	9		112,118	$	79,851		170,996	$	81,375
Altamonte Springs	FL	Other Joint Ventures	17		240,486	$	87,726		790,369	$	89,619
Ft. Myers	FL	Non-Core Properties	12		158,409	$	81,570		502,280	$	83,012
Plantation	FL	Non-Core Properties	17		398,091	$	80,794		1,319,503	$	85,754
Aventura	FL	Premier	13		403,261	$	77,327		1,058,115	$	76,173
Boca Raton	FL	Premier	18		272,009	$	105,533		758,356	$	100,271
Panama City	FL	Non-Core Properties	15		81,407	$	72,910		137,915	$	78,191
Braintree	MA	Multi-Tenant Retail	34		247,793	$	111,753		961,297	$	116,371
Watchung	NJ	Multi-Tenant Retail	7		264,946	$	147,445		1,033,302	$	136,088
Nanuet	NY	Other Joint Ventures	14		250,123	$	134,972		637,348	$	150,125
Albany	NY	Multi-Tenant Retail	21		174,078	$	91,222		521,169	$	91,315
Las Vegas	NV	Non-Core Properties	11		531,172	$	47,544		1,645,636	$	79,865
Mentor	OH	Non-Core Properties	20		105,425	$	85,501		276,509	$	80,200
King of Prussia	PA	Multi-Tenant Retail	14		198,904	$	122,428		630,317	$	138,025
Austin (Tech Ridge)	TX	Other Joint Ventures	11		278,440	$	89,564		858,035	$	106,249
Austin (Barton Creek)	TX	Other Joint Ventures	16		287,514	$	117,631		814,764	$	112,342
Frisco	TX	Other Joint Ventures	11		325,953	$	144,362		1,228,010	$	126,024
Dallas (Park Heritage)	TX	Premier	23		356,290	$	107,560		1,418,534	$	107,880
Alexandria	VA	Premier	41		548,580	$	138,078		1,682,077	$	144,775
Redmond	WA	Premier	15		290,978	$	174,386		1,086,635	$	154,190
Total	28		431

(1) Excludes assets that are under contract (8).

(2) Riverside Arlington includes both wholly owned & joint venture components.

(3) Asset demographic statistics are based on CoStar data as of November 6, 2023.

Sold Properties through November 3, 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
575 Fletcher Parkway	El Cajon	CA	Full Site		227,300		184,400		-	81.1%	Q2
3111 East Colonial Drive	Orlando	FL	Full Site		107,600		94,300		2,300	89.8%	Q2
1500 South Willow Street	Manchester	NH	Full Site		105,700		80,400		-	76.1%	Q2
12000 Fair Oaks Mall	Fairfax	VA	Full Site		212,700		154,400		-	72.6%	Q2
141 West Lee Highway	Warrenton	VA	Full Site		71,500		62,400		-	87.3%	Q2
195 North Broadway	Hicksville	NY	Full Site		7,600		7,600		-	100.0%	Q2
3751 South Dogwood Road	El Centro	CA	Full Site		9,700		9,700		-	100.0%	Q2
1400 East 104th Avenue	Thornton	CO	Full Site		193,700		61,700		-	31.9%	Q2
5050 South Kedzie Avenue	Chicago	IL	Full Site		175,900		17,200		-	9.8%	Q2
3231 Chicago Road	Steger	IL	Full Site		101,700		-		-	0.0%	Q2
317 Greece Ridge Center Drive	Rochester	NY	Full Site		139,600		-		-	0.0%	Q2
2700 Miamisburg Centerville Road	Dayton	OH	Full Site		13,400		13,400		-	100.0%	Q2
4400 South Western Avenue	Oklahoma City	OK	Full Site		147,500		-		-	0.0%	Q2
1675 West 49th Street	Hialeah	FL	Full Site		153,200		-		-	0.0%	Q2
15700 Emerald Way	Bowie	MD	Full Site		126,400		-		-	0.0%	Q2
425 Rice Street	St. Paul	MN	Full Site		201,900		100		-	0.0%	Q2
2800 North Germantown Parkway	Cordova	TN	Full Site		160,600		-		-	0.0%	Q2
3177 Chandler Village Dr	Chandler	AZ	Full Site		70,300		5,000		-	7.1%	Q2
100 Los Cerritos Mall	Cerritos	CA	Full Site		138,800		-		-	0.0%	Q2
7 Backus Ave (Ex 3 Rt 84)	Danbury	CT	Full Site		88,000		24,700		63,300	100.0%	Q2
3710 US Hwy 9 site 1100	Freehold	NJ	Full Site		68,800		32,700		-	47.5%	Q2
9800 SW Washington Square Rd	Portland	OR	Full Site		114,300		-		-	0.0%	Q2
1011 West Olive Avenue	Merced	CA	Partial Site		87,400		-		-	0.0%	Q2

(1) Based on signed leases as of September 30, 2023; GLA presented at the Company’s proportional share

Sold Properties through September 30, 2023 continued

				Total		In-Place		SNO			2023 Qtr
Property Address	City	State	Full / Partial Sale	SF (1)		SF (1)		SF (1)		Leased (1)	Sold
18600 Alderwood Mall Pkwy	Lynnwood	WA	Full Site		48,584		28,778		3,044	65.5%	Q3
2000 9th St N	Naples	FL	Full Site		36,300		28,300		8,000	100.0%	Q3
1180 Southeast 82nd Avenue	Happy Valley	OR	Full Site		139,800		45,000		-	32.2%	Q3
5400 Meadowood Mall Circle	Reno	NV	Full Site		18,000		18,000		-	100.0%	Q3
1640 Route 22	Watchung	NJ	Partial Site		37,600		37,600		-	100.0%	Q3
6950 West 130th Street	Middleburg Heights	OH	Full Site		369,500		-		-	0.0%	Q3
3800 US Highway 98 North	Lakeland	FL	Full Site		156,200		-		-	0.0%	Q3
50 Route 46	Wayne	NJ	Full Site		132,700		105,200		-	79.3%	Q3
2300 Tyrone Boulevard North	St. Petersburg	FL	Full Site		125,700		97,700		28,000	100.0%	Q3
145 West Hillcrest Drive	Thousand Oaks	CA	Full Site		172,008		102,551		-	59.6%	Q4
850 Hartford Turnpike	Waterford - Auction	CT	Full Site		149,240		-		-	0.0%	Q4
7611 West Thomas Road	Phoenix (Desert Sky)	AZ	Full Site		144,542		-		-	0.0%	Q4
7780 W Arrowhead Towne Center	Glendale	AZ	Full Site		124,991		-		-	0.0%	Q4
4000 North Shepherd	Houston (N Shepherd)	TX	Full Site		201,583		-		-	0.0%	Q4
3001 White Bear Avenue North	Maplewood	MN	Full Site		174,970		-		-	0.0%	Q4
Total					8,021,575		3,392,621		162,344	44.3%

(1) Based on signed leases as of September 30, 2023; GLA presented at the Company’s proportional share

REA Status by Sites and Category


Multi-Tenant Retail	1		-		2		4
Premier Mixed-use	5		1		-		1
Residential	2		-		-		-
Other Joint Ventures	-		-		2		4
Non-Core Properties	6		1		2		11
Total	14		2		6		20
% of Total	33	%	5	%	14	%	48	%

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”).

Net Operating Income (“NOI”) and Total NOI