# Seritage Growth Properties: Form 10-Q for the period ended Jun 30, 2024

- Company: [Seritage Growth Properties](/companies/srg.md) (CIK 1628063)
- Form: 10-Q
- Filed: 2024-08-14
- Accepted by EDGAR: Aug 14, 2024, 16:30 ET
- Period: 2024-06-30
- Accession: 0000950170-24-097088
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1628063/000095017024097088/srg-20240630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1628063/000095017024097088/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-04-01 to 2024-06-30 | $50.0k | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2024-01-01 to 2024-06-30 | $98.0k | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Interest expense | 3 months, 2024-04-01 to 2024-06-30 | $6.3m | us-gaap:InterestExpense |
| Interest expense | 6 months, 2024-01-01 to 2024-06-30 | $13.3m | us-gaap:InterestExpense |
| Income tax | 3 months, 2024-04-01 to 2024-06-30 | $1.5m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2024-01-01 to 2024-06-30 | $1.5m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-04-01 to 2024-06-30 | −$101.2m | us-gaap:ProfitLoss |
| Net income | 6 months, 2024-01-01 to 2024-06-30 | −$120.2m | us-gaap:ProfitLoss |
| Diluted EPS | 3 months, 2024-04-01 to 2024-06-30 | −$1.82 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2024-01-01 to 2024-06-30 | −$2.18 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-04-01 to 2024-06-30 | −$1.82 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2024-01-01 to 2024-06-30 | −$2.18 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-04-01 to 2024-06-30 | 56,268,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2024-01-01 to 2024-06-30 | 56,242,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2024-01-01 to 2024-06-30 | −$24.2m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Cash and equivalents | at 2024-06-30 | $86.7m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2024-06-30 | $758.3m | us-gaap:Assets |
| Total liabilities | at 2024-06-30 | $316.6m | us-gaap:Liabilities |
| Shareholders' equity | at 2024-06-30 | $440.4m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 41,618 characters.

*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,” "will," "continue to." "pro forma" or the opposite of these words and phrases or other similar words or phrases which are predictions of or indicate future events or trends and which do no relate solely to historical matters in this Quarterly Report on Form 10-Q. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q. The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included in Part 1 of this Quarterly Report.*

### Overview

Prior to the adoption of the Company’s Plan of Sale (defined below), Seritage was principally engaged in the ownership, development, redevelopment, disposition, management and leasing of diversified retail and mixed-use properties throughout the United States. Seritage will continue to actively manage each remaining location until such time as each property is sold. As of June 30, 2024, the Company’s portfolio consisted of interests in 22 properties comprised of approximately 2.8 million square feet of gross leasable area (“GLA”) or build-to-suit leased area, and 352 acres of land. The portfolio consists of approximately 1.6 million square feet of GLA and 218 acres held by 13 consolidated properties (such properties, the “Consolidated Properties”) and 1.2 million square feet of GLA and 134 acres held by nine unconsolidated properties (such properties, the “Unconsolidated Properties”).

### Review of Strategic Alternatives

On March 1, 2022, the Company announced that its Board of Trustees commenced a process to review a broad range of strategic alternatives to enhance shareholder value. The Board of Trustees created a special committee of the Board of Trustees (the “Special Committee”) to oversee the process. The Special Committee retained Barclays Capital, Inc. as its financial advisor from March 2022 through August 2023 to assist with the strategic review. The Company sought a shareholder vote to approve a proposed plan of sale of our assets and dissolution (the “Plan of Sale”) that would allow our board to sell all of our assets, distribute the net proceeds to shareholders and dissolve the Company. The Plan of Sale can be suspended by the Board of Trustees.

The 2022 Annual Meeting of Shareholders occurred on October 24, 2022, at which time the Plan of Sale was approved by the shareholders, following our filing of a final proxy statement with the SEC on September 14, 2022. See Note 1 – Organization of the Notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information about the 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 that the review process will result in any transaction or that the Company will be successful in fully executing on the Plan of Sale. The Board of Trustees is currently overseeing the Plan of Sale.

### Impairment of Real Estate Assets and Investments in Unconsolidated Entities

During the three months ended June 30, 2024, we agreed to sell one asset that was below book value resulting in the recognition of impairment losses of $0.6 million, which is included in impairment of real estate assets within the consolidated statements of operations. Additionally, during the three months ended June 30, 2024, the Company recognized an impairment charge of $85.8 million on its development property in Aventura, FL due to negotiations for rent relief with existing tenants that began during the second quarter of 2024 which triggered the need for an impairment analysis pursuant to ASC 360, *Property, Plant and Equipment*. During the six months ended June 30, 2024, we recorded impairment losses of $87.5 million primarily due to changes in discount rates and residual capitalization rates between June 2023 and June 2024. We did not recognize any other-than-temporary impairment losses on our investments in unconsolidated entities during the three months and six months ended June 30, 2024. We continue to evaluate our portfolio, including our development plans, hold periods and, if applicable, offers received, which may result in additional impairments in future periods on our consolidated properties and investments in unconsolidated entities.

### REIT Election

On March 31, 2022, the Company announced that its Board of Trustees, with the recommendation of the Special Committee, approved a plan to terminate the Company's REIT status and become a taxable C Corporation, effective for the year ended December 31, 2022. As a result, the Company is no longer required to operate under REIT rules, including the requirement to distribute at least 90% of REIT taxable income to its stockholders, which provides the Company with greater flexibility to use its free cash flow. Effective January 1, 2022, the Company is subject to federal and state income taxes on its taxable income at applicable tax rates and is no longer entitled to a tax deduction for dividends paid. The Company operated as a REIT since inception and through the 2021 tax year, and existing REIT requirements and limitations, including those established by the Company’s organizational documents, remained in place until December 31, 2021. Refer to Note 7 – Income Taxes of the Notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

### Business Strategies

The Company’s primary objective is to create value for its shareholders through the monetization of the Company's assets through the Plan of Sale, which can be suspended by the Board of Trustees. Additionally, we have identified various sites that we believe have the demographic profile to support other uses such as residential, biotechnology, office and others. Given our fee ownership of these properties and control over parking lots and outparcels, we believe that these sites are well positioned for such value creation opportunities. We additionally look to further lease our built retail footprint and densify any excess parking land through the addition of triple net (“NNN”) pad sites, which are standalone sites upon which a customized space can be built or leased for a tenant, to the extent that we believe these actions would be accretive to shareholder value.

In order to achieve its objective, the Company intends to execute the following strategies:

- *Multi-tenant Retail:* Our portfolio of four multitenant retail assets provides positive cash flow and are primarily leased to a variety of national credit tenants. As of June 30, 2024, this portfolio was 72.9% leased. A majority of our leases provide for the collection of recoveries from tenants based on the structure of our leases, providing an important inflation hedge. We are working to maximize value of these assets and position them for sale. Subsequent to June 30, 2024, one multitenant retail asset is in PSA negotiations.
- *Densification and Redevelopment Opportunities:* In particular, we have identified various sites that we believe have the demand and demographic profile to support other uses such as residential, biotechnology, office and others. Given our fee ownership of these properties and control over parking lots and outparcels, we believe that these sites are well positioned for such value creation opportunities through entitlements, leasing and development. As of June 30, 2024, our full portfolio included approximately 352 acres of land, or an average of 15.3 acres per site, and our most significant geographic concentrations were in higher growth markets in California, Florida, Texas, and the Northeast. We have developed a number of properties to completion or near completion and have achieved leasing of 100% at UTC and 73% at Aventura.
- *Non-core Assets for Monetization:* We continue to assess the best use for all sites within our portfolio, including residential, retail, and converting excess land area to pad sites. The non-core assets are those assets where we believe we will maximize value by selling in its current state.

### Results of Operations

We derive substantially all of our revenue from rents received from tenants under existing leases at each of our properties. This revenue generally includes fixed base rents and recoveries of expenses that we have incurred and that we pass through to the individual tenants, in each case as provided in the respective leases.

Our primary cash expenses consist of our property operating expenses, general and administrative expenses, interest expense, and construction and development related costs. Property operating expenses include real estate taxes, repairs and maintenance, management fees, insurance, ground lease costs and utilities; general and administrative expenses include payroll, office expenses, professional fees, and other administrative expenses; and interest expense is on our term loan facility. In addition, we incur substantial non-cash charges for depreciation of our properties and amortization of intangible assets and liabilities.

#### Comparison of the Three Months Ended June 30, 2024 to the Three Months Ended June 30, 2023

The following table presents selected data on comparative results from the Company’s condensed consolidated statements of operations for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023 (in thousands):

| Revenue | Three Months Ended June 30, 2024 | 2023 | $ Change |
| --- | ---: | ---: | ---: |
| Rental income | $4,166 | $5,517 | $(1,351) |
| Expenses |  |  |  |
| Property operating | (4,160) | (5,196) | 1,036 |
| Real estate taxes | (1,238) | (2,170) | 932 |
| Depreciation and amortization | (1,212) | (4,151) | 2,939 |
| General and administrative | (6,874) | (10,099) | 3,225 |
| Gain on sale of real estate, net | 2,034 | 33,488 | (31,454) |
| Gain on sale of interest in unconsolidated entities |  | 7,323 |  |
| Impairment of real estate assets | (86,388) | (104,467) | 18,079 |
| Equity in income (loss) of unconsolidated entities | (566) | (13,698) | 13,132 |
| Interest and other income, net | 717 | 9,869 | (9,152) |
| Interest expense | (6,282) | (12,528) | 6,246 |

#### Rental Income

The following table presents the results for rental income for the three months ended June 30, 2024, as compared to the corresponding period in 2023 (in thousands):

|  | Three Months Ended June 30, 2024 Rental Income | % of Total Rental Income | Three Months Ended June 30, 2023 Rental Income | % of Total Rental Income | $ Change |
| --- | ---: | ---: | ---: | ---: | ---: |
| In-place retail leases | $4,332 | 104.0% | $9,306 | 168.7% | (4,974) |
| Straight-line rent (expense) | (179) | (4.3%) | (3,796) | (68.8)% | 3,617 |
| Amortization of the above/below market leases | 13 | 0.3% | 7 | 0.1% | 6 |
| Total rental income | $4,166 | 100.0% | $5,517 | 100.0% | $(1,351) |

The decrease of $4.9 million in in-place retail lease rental income during 2024 is primarily due to property sales.

The decrease of $3.6 million in straight-line rental expense for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 was primarily due to write off of deferred rents related to property sales during the three months ended June 30, 2023.

#### General and Administrative Expenses

General and administrative expenses consist of personnel costs, including amortization of costs associated with share-based compensation awarded in prior years, professional fees, office expenses and overhead expenses.

The decrease of $3.2 million in general and administrative expenses for the three months ended June 30, 2024 was driven by a decrease in employee compensation due to reduced headcount and a reduction in consulting services.

#### Gain on Sale of Real Estate, Net

During the three months ended June 30, 2024, the Company sold four properties for aggregate consideration of $40.4 million and recorded a gain totaling $2.0 million, which is included in gain on sale of real estate, net within the condensed consolidated statements of operations.

#### Impairment of Real Estate Assets

During the three months ended June 30, 2024, the Company recognized a $0.6 million impairment of real estate assets as a result of the Company entering a contract at a gross selling price below book value on one property and an $85.8 million impairment of real estate assets on the Company's development property in Aventura, FL due to negotiations for rent relief with existing tenants that began during the second quarter of 2024 which triggered the need for an impairment analysis pursuant to ASC 360, *Property, Plant and Equipment*. The Company determined the fair value of this property by applying a discount to projected cash flows over the estimated hold period. During the three months ended June 30, 2023, the Company recognized $104.5 million of impairment losses as a result of recognizing an impairment on the Company's development property in Aventura, FL, which is included within the condensed consolidated statements of operations.

#### Equity in Loss of Unconsolidated Entities

The decrease of $13.1 million in loss of unconsolidated entities for the three months ended June 30, 2024 was driven by a $12.7 million other-than-temporary impairment charge recorded by one unconsolidated entity during the three months ended June 30, 2023 and was included in the equity in loss of consolidated entities on the consolidated statements of operations.

#### Interest and other income, net

The decrease of $9.1 million of interest and other income for the three months ended June 30, 2024 is driven by the recognition of $7.8 million of income related to the settlement with the D&O insurers for the three months ended June 30, 2023.

#### Interest Expense

The decrease of $6.2 million in interest expense for the three months ended June 30, 2024 was driven by partial Term Loan Facility pay downs between July 1, 2023 and June 30, 2024.

#### Comparison of the Six Months Ended June 30, 2024 to the Six Months Ended June 30, 2023

The following table presents selected data on comparative results from the Company's condensed consolidated statements of operations for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023 (in thousands):

| Revenue | Six Months Ended June 30, 2024 | 2023 | $ Change |
| --- | ---: | ---: | ---: |
| Rental income | $9,891 | $5,935 | $3,956 |
| Expenses |  |  |  |
| Property operating | (7,833) | (13,381) | 5,548 |
| Real estate taxes | (2,631) | (3,707) | 1,076 |
| Depreciation and amortization | (6,483) | (8,715) | 2,232 |
| General and administrative | (16,066) | (22,319) | 6,253 |
| Litigation settlement | — | - | - |
| Gain on sale of real estate, net | 3,173 | 45,880 | (42,707) |
| Gain (loss) on sale of interest in unconsolidated entities | - | 7,323 | (7,323) |
| Impairment of real estate assets | (87,536) | (107,043) | 19,507 |
| Equity in loss of unconsolidated entities | (187) | (50,070) | 49,883 |
| Interest and other income | 2,140 | 15,454 | (13,314) |
| Interest expense | (13,293) | (27,730) | 14,437 |

#### Rental Income

The following table presents the results for rental income for the six months ended June 30, 2024, as compared to the corresponding period in 2023 (in thousands):

|  | Six Months Ended June 30, 2024 Rental Income | % of Total Rental Income | Six Months Ended June 30, 2023 Rental Income | % of Total Rental Income | $ Change |
| --- | ---: | ---: | ---: | ---: | ---: |
| In-place retail leases | $10,111 | 102.2% | $20,564 | 346.5% | $(10,453) |
| Straight-line rent (expense) income | (246) | -2.5% | (14,638) | -246.6% | 14,392 |
| Amortization of above/below market leases | 26 | 0.3% | 9 | 0.1% | 17 |
| Total rental income | $9,891 | 100.0% | $5,935 | 100.0% | $3,956 |

The decrease of $10.4 million in in-place retail lease rental income during 2024 is primarily due to property sales.

The decrease of $14.4 million in straight-line rental expense for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 was primarily due to write off of deferred rents related to property sales during the six months ended June 30, 2023.

#### Property Operating Expenses

The decrease of $5.5 million in property operating expense for the six months ended June 30, 2024 was due primarily to asset sales offset by insurance refunds for sold properties that were less than the estimated receivables.

#### General and Administrative Expenses

General and administrative expenses consist of personnel costs, including amortization of costs associated with share-based compensation awarded in prior years, professional fees, office expenses and overhead expenses.

The decrease of $6.3 million in general and administrative expenses for the six months ended June 30, 2024 was driven by a decrease in employee compensation due to reduced headcount and a reduction in consulting services.

#### Gain on Sale of Real Estate, Net

During the six months ended June 30, 2024, the Company sold nine properties for aggregate consideration of $87.7 million and recorded a gain totaling $3.2 million, which is included in gain on sale of real estate, net within the condensed consolidated statements of operations.

#### Impairment of Real Estate Assets

During the six months ended June 30, 2024, the Company recognized $1.7 million impairment of real estate assets as a result of the Company accepting offers below book value on three properties and an $85.8 million impairment of real estate assets on the Company's development property in Aventura, FL due to negotiations for rent relief with existing tenants that began during the second quarter of 2024 which triggered the need for an impairment analysis pursuant to ASC 360, *Property, Plant and Equipment*. The Company determined the fair value of this property by applying a discount to projected cash flows over the estimated hold period. During the six months ended June 30, 2023, the Company recognized $107.0 million of impairment losses as a result of recognizing an impairment on the Company's development property in Aventura, FL, which is included within the condensed consolidated statements of operations.

#### Equity in Loss of Unconsolidated Entities

The decrease of $49.9 million in loss of unconsolidated entities for the six months ended June 30, 2024 was driven by a $70.8 million impairment charge recorded by one unconsolidated entity during the six months ended June, 2023. The Company's share of the impairment was $35.4 million and was included in the equity in loss of consolidated entities on the consolidated statements of operations. An other-than-temporary loss of $12.7 million was also recorded for the six months ended June 30, 2023.

#### Interest and other income, net

The decrease of $13.3 million of interest and other income for the six months ended June 30, 2024 is driven by the recognition of $11.6 million of income related to the settlement with the D&O insurers for the six months ended June 30, 2023.

#### Interest Expense

The decrease of $14.4 million in interest expense for the six months ended June 30, 2024 was driven by partial Term Loan Facility pay downs between July 1, 2023 and June 30, 2024.

### Liquidity and Capital Resources

Our primary uses of cash include the payment of property operating and other expenses, including general and administrative expenses and debt service (collectively, “Obligations”), and certain development expenditures. Property rental income, which is the Company’s primary source of operating cash flow, did not fully fund obligations incurred during the six months ended June 30, 2024 and the Company recorded net operating cash outflows of $24.2 million. Additionally, the Company generated investing cash inflows of $57.4 million during the six months ended June 30, 2024, which were driven by asset sales and partially offset by development expenditures.

Obligations are projected to continue to exceed property rental income and we expect to fund such obligations and any development expenditures with cash on hand and a combination of capital sources including, but not limited to, sales of Consolidated Properties, sale of interests in Unconsolidated Properties and alternative financing transactions, subject to any approvals that may be required under the Term Loan Agreement. Below is our sales activity since we began our capital recycling program:

- Sales of Consolidated Properties. We began our capital recycling program in July 2017 and have been monetizing assets since. In March of 2022, we elected to terminate our REIT status effective January 1, 2022 in order to remove any restrictions around asset sales. On October 24, 2022, we received shareholder approval of the Plan of Sale.
- We sold 90 Consolidated Properties, and additional outparcels at certain properties, and generated approximately $986.8 million of gross proceeds from the beginning of our capital recycling program in July 2017 through the date our REIT status terminated on December 31, 2021;
- We sold 40 Consolidated Properties, and additional outparcels at certain properties, and generated approximately $438.1 million of gross proceeds from December 31, 2021, the date we terminated our REIT status, through the approval of the Plan of Sale on October 24, 2022;
- From the approval of the Plan of Sale on October 24, 2022 through June 30, 2024, we sold 85 Consolidated Properties, and additional outparcels at certain properties, and generated approximately $945.7 million of gross proceeds.
- Sales of interests in Unconsolidated Properties. Certain of our unconsolidated entity agreements also include rights that allow us to sell our interests in select Unconsolidated Properties to our partners at fair market value;
- We sold our interests in 15 Unconsolidated Properties and generated approximately $278.1 million of gross proceeds from the beginning of our capital recycling program in July 2017 through the date our REIT status terminated on December 31, 2021;
- We sold our interests in 8 Unconsolidated Properties and generated approximately $84.8 million of gross proceeds since we terminated our REIT status on December 31, 2021, through the approval of the Plan of Sale on October 24, 2022;
- From the approval of the Plan of Sale on October 24, 2022 through June 30, 2024, we sold our interests in eight Unconsolidated Properties and generated approximately $140.7 million of gross proceeds.
- Unconsolidated Properties. As of June 30, 2024, we had contributed interests in 12 properties to unconsolidated entities, which generated approximately $242.4 million of gross proceeds since July 2017. In addition to generating liquidity upon closing, these entities also reduce our development expenditures by the amount of our partners’ interests in the unconsolidated entities;

As of August 14, 2024, we had two assets under contract for sale with no due diligence contingencies for total anticipated proceeds of $51.9 million and three assets under contract for sale subject to customary due diligence for total anticipated proceeds of $86.7 million. All five assets are subject to closing conditions.

As previously disclosed, on May 5, 2020, the Operating Partnership and Berkshire Hathaway entered into an amendment (the “Term Loan Amendment”) to the Term Loan Agreement by and among the Operating Partnership and Berkshire Hathaway as initial lender and administrative agent that permits the deferral of payment of interest under the Term Loan Agreement if, as of the first day of each applicable month, (x) the amount of unrestricted and unencumbered (other than liens created under the Term Loan Agreement) cash on hand of the Operating Partnership and its subsidiaries, minus (y) the aggregate amount of anticipated necessary expenditures for such period (such sum, “Available Cash”) is equal to or less than $30.0 million. In such instances, for each interest period, the Operating Partnership is obligated to make payments of interest in an amount equal to the difference between (i) Available Cash and (ii) $20.0 million (provided that such payment shall not exceed the amount of current interest otherwise due under the Term Loan Agreement). Any deferred interest shall accrue interest at 2.0% in excess of the then applicable interest rate and shall be due and payable on July 31, 2023; provided, that the Operating Partnership is required to pay any deferred interest from Available Cash in excess of $30.0 million (unless otherwise agreed to by the administrative agent under the Term Loan Agreement in its sole discretion). In addition, repayment of any outstanding deferred interest is a condition to any borrowings under the $400.0 million incremental funding facility under the Term Loan Agreement (the “Incremental Funding Facility”).

Additionally, the Term Loan Amendment provides that the administrative agent and the lenders express their continued support for asset dispositions, subject to the administrative agent’s right to approve the terms of individual transactions due to the occurrence of a Financial Metric Trigger Event, as such term is defined under the Term Loan Agreement. The Third Term Loan Amendment (as defined in Note 6 – Debt of the Notes to the condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q) executed on June 16, 2022 provided exceptions to this right.

Our Term Loan Facility includes a $400.0 million Incremental Funding Facility, access to which is subject to rental income from non-Sears Holdings tenants of at least $200.0 million, on an annualized basis and after giving effect to SNO leases expected to commence rent payment within 12 months, which we have not yet achieved, as disclosed in Note 6. There is no assurance of the Company’s ability to access the Incremental Funding Facility.

During the six months ended June 30, 2024, we have repaid $80.0 million against the principal of the Term Loan Facility. Our outstanding balance as of June 30, 2024, is $280.0 million.

See Note 1 – Organization of the Notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of liquidity and the substantial doubt about the Company's ability to continue as a going concern.

#### Cash Flows for the Three Months Ended June 30, 2024 Compared to the Three Months Ended June 30, 2023

The following table summarizes the Company’s cash flow activities for the six months ended June 30, 2024 and 2023, respectively (in thousands):

|  | Six Months Ended June 30, 2024 | 2023 | $ Change |
| --- | ---: | ---: | ---: |
| Net cash used in operating activities | $(24,152) | $(31,527) | $7,375 |
| Net cash provided by investing activities | 57,362 | 506,792 | (449,430) |
| Net cash used in financing activities | (82,395) | (482,450) | 400,055 |

#### Cash Flows from Operating Activities

Significant components of net cash used in operating activities include:

\- In 2024, a decrease in rental income and a decrease to accounts payable, accrued expenses and other liabilities, partially offset by a decrease to tenant and other receivables and receipt of distributions from and unconsolidated entity.

#### Cash Flows from Investing Activities

Significant components of net cash provided by investing activities include:

−In 2024, $83.0 million of net proceeds from the sale of real estate, offset by development of real estate of ($22.4) million and investments in unconsolidated entities of ($3.2) million; and

−In 2023, $518.4 million of net proceeds from the sale of real estate and net proceeds for the disposition of interests in unconsolidated entities of $ $49.4 million offset by development of real estate of ($49.9) million and investments in unconsolidated entities of ($11.1) million.

#### Cash Flows from Financing Activities

Significant components of net cash used in financing activities include:

−In 2024, ($80.0) million cash repayment of Term Loan Facility principal and cash payments of preferred dividends, ($2.5) million; and

−In 2023, ($480.0) million cash repayment of Term Loan Facility principal and cash payments of preferred dividends, ($2.5) million.

#### Dividends and Distributions

The Company’s Board of Trustees did not declare dividends on the Company’s Class A common shares during the six months ended June 30, 2024 and 2023, respectively.

The Company’s Board of Trustees declared the following dividends on preferred shares during 2024 and 2023:

| Declaration Date 2024 | Record Date | Payment Date | Series A Preferred Share |
| --- | --- | --- | ---: |
| July 31 | September 30 | October 15 | $0.43750 |
| May 2 | June 28 | July 15 | 0.43750 |
| February 29 | March 29 | April 15 | 0.43750 |
| **2023** |  |  |  |
| October 30 | December 29 | January 16, 2024 | $0.43750 |
| July 25 | September 29 | October 13 | 0.43750 |
| April 27 | June 30 | July 14 | 0.43750 |
| February 15 | March 31 | April 17 | 0.43750 |

The Board of Trustees will determine future distributions on the Company's common shares following the pay down of the Term Loan Facility.

#### Off-Balance Sheet Arrangements

The Company accounts for its investments in entities that it does not have a controlling interest in or is not the primary beneficiary using the equity method of accounting and those investments are reflected on the condensed consolidated balance sheets of the Company as investments in unconsolidated entities. As of June 30, 2024 and December 31, 2023, we did not have any off-balance sheet financing arrangements.

#### Contractual Obligations

There have been no significant changes in the contractual obligations disclosed in our Form 10-K for the year ended December 31, 2023.

#### Capital Expenditures

During the three and six months ended June 30, 2024, the Company invested $9.9 million and $22.4 million, respectively in our consolidated development and operating properties and an additional $0.3 million and $3.2 million, respectively into our unconsolidated joint ventures, as we continue to advance our business plans, including our previously announced projects.

During the three and six months ended June 30, 2023, the Company invested $17.9 million and $49.9 million, respectively in our consolidated development and operating properties and an additional $3.5 million and $11.1 million, respectively into our unconsolidated joint ventures.

#### Litigation and Other Matters

In accordance with accounting standards regarding loss contingencies, we accrue an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated, and we disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued or disclose the fact that such a range of loss cannot be estimated. We do not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. In such cases, we disclose the nature of the contingency, and an estimate of the possible loss, range of loss, or disclose the fact that an estimate cannot be made.

On July 1, 2024, a purported shareholder of the Company filed a class action lawsuit in the U.S. District Court for the Southern District of New York, captioned Zhengxu He, Trustee of the He & Fang 2005 Revocable Living Trust v. Seritage Growth Properties, Case No. 1:24:CV:05007, alleging that the Company, the Company’s Chief Executive Officer, and the Company’s Chief Financial Officer violated the federal securities laws. The complaint seeks to bring a class action on behalf of all persons and entities that purchased or otherwise acquired Company securities between July 7, 2022 and May 10, 2024. The complaint alleges that the defendants violated federal securities laws by issuing false, misleading, and/or omissive disclosures concerning the Company’s alleged lack of effective internal controls regarding the identification and review of impairment indicators for investments in real estate and the Company’s value and projected gross proceeds of certain real estate assets. The complaint seeks compensatory damages in an unspecified amount to be proven at trial, an award of reasonable costs and expenses to the plaintiff and class counsel, and such other and further relief as the court may deem just and proper. The Company intends to vigorously defend itself against the allegations.

On March 2, 2021, we 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”). Our 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 litigation related to the bankruptcy of Sears Holdings (the "Litigation"). The Litigation was settled in 2022 and the Litigation was dismissed. Any amounts received from the insurers will offset the Seritage Defendants’ contribution. We reached settlement agreements with two of the D&O Insurers for gross proceeds of $12.7 million which is recorded in interest and other income in the consolidated statements of operations during the year ended December 31, 2022. In 2023, we reached settlement agreements with the other two D&O Insurers for gross proceeds of $11.6 million. We received $11.6 million during the six months ended June 30, 2023, which is recorded in interest and other income in the consolidated statements of operations.

We are subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business and due to the current environment. While the resolution of such matters cannot be predicted with certainty, management believes, based on currently available information, the final outcome of such ordinary course legal proceedings and claims will not have a material effect on the condensed consolidated financial position, results of operations or liquidity of the Company.

See Note 9 – Commitments and Contingencies Litigation and Other Matters of the Notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of the Litigation and related matters.

### Critical Accounting Policies

A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2023 in Management’s Discussion and Analysis of Financial Condition and Results of Operations. For the six months ended June 30, 2024, there were no material changes to these policies.

### Non-GAAP Supplemental Financial Measures and Definitions

The Company makes reference to NOI-cash basis and NOI-cash basis at share which are financial measures that include adjustments to GAAP.

#### Net Operating Income (Loss)-cash basis (“NOI”-cash basis) and Net Operating Income (Loss)-cash basis at share ("NOI-cash basis at share")

NOI - cash basis is defined as income from property operations less property operating expenses, adjusted for variable items such as termination fee income, as well as non-cash items such as straight-line rent and amortization of lease intangibles. Other real estate companies may use different methodologies for calculating NOI-cash basis, and accordingly the Company’s depiction of NOI-cash basis may not be comparable to other real estate companies. The Company believes NOI-cash basis 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 NOI-cash basis at share, which includes its proportional share of Unconsolidated Properties. The Company does not control any of the joint ventures constituting such properties and NOI-cash basis at share does not reflect our legal claim with respect to the economic activity of such joint ventures. We have included this adjustment because the Company believes this form of presentation offers insights into the financial performance and condition of the Company as a whole given our ownership of

Unconsolidated Properties that are accounted for under GAAP using the equity method. The operating agreements of the Unconsolidated Properties generally allow each investor to receive cash distributions to the extent there is available cash from operations. The amount of cash each investor receives is based upon specific provisions of each operating agreement and varies depending on certain factors including the amount of capital contributed by each investor and whether any investors are entitled to preferential distributions.

The Company also considers NOI-cash basis and NOI-cash basis at share to be a helpful supplemental measure of its operating performance because it excludes from NOI variable items such as termination fee income, as well as non-cash items such as straight-line rent and amortization of lease intangibles.

Due to the adjustments noted, NOI-cash basis and NOI-cash basis at share should only be used as an alternative measure of the Company’s financial performance.

### Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

Neither NOI-cash basis nor NOI-cash basis at share are measures that (i) represent cash flow from operations as defined by GAAP; (ii) are indicative of cash available to fund all cash flow needs, including the ability to make distributions; (iii) are alternatives to cash flow as a measure of liquidity; or (iv) should be considered alternatives to net income (which is determined in accordance with GAAP) for purposes of evaluating the Company’s operating performance. Reconciliations of these measures to the respective GAAP measures we deem most comparable are presented below on a comparative basis for all periods.

The following table reconciles NOI-cash basis and NOI-cash basis at share to GAAP net loss for the three and six months ended June 30, 2024 and 2023 (in thousands):

| NOI-cash basis and NOI-cash basis at share | Three Months Ended June 30, 2024 | 2023 | Six Months Ended June 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Net loss | $(101,227) | $(95,707) | $(120,212) | $(157,693) |
| Management and other fee income | (50) | (367) | (98) | (629) |
| Depreciation and amortization | 1,212 | 4,151 | 6,483 | 8,715 |
| General and administrative expenses | 6,874 | 10,099 | 16,066 | 22,319 |
| Equity in loss of unconsolidated entities | 566 | 13,698 | 187 | 50,070 |
| Gain on sale of interest in unconsolidated entities | - | (7,323) | - | (7,323) |
| Gain on sale of real estate, net | (2,034) | (33,488) | (3,173) | (45,880) |
| Impairment of real estate assets | 86,388 | 104,467 | 87,536 | 107,043 |
| Interest and other income, net | (717) | (9,869) | (2,140) | (15,454) |
| Interest expense | 6,282 | 12,528 | 13,293 | 27,730 |
| Provision (Benefit) for income taxes | 1,474 | (38) | 1,485 | (51) |
| Straight-line rent | 179 | 3,796 | 246 | 14,638 |
| Above/below market rental expense | 38 | 45 | 76 | 93 |
| NOI-cash basis | $(1,015) | $1,992 | $(251) | $3,578 |
| Unconsolidated entities |  |  |  |  |
| Net operating income of unconsolidated entities | 1,020 | 1,301 | 2,551 | 2,959 |
| Straight-line rent | (133) | (294) | (321) | (440) |
| Above/below market rental expense | (9) | (3) | (18) | 2 |
| NOI-cash basis at share | $(137) | $2,996 | $1,961 | $6,099 |

- 36 -

## Market risk

As filed, 146 characters.

There were no material changes in the Quantitative and Qualitative Disclosures about Market Risk set forth in our 2023 Annual Report on Form 10-K.

## Controls and procedures

As filed, 4,398 characters.

### Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)). Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective due to the material weaknesses described below.

Notwithstanding the material weaknesses in our internal control over financial reporting, our principal executive officer and principal financial officer have concluded that the unaudited condensed consolidated financial statements included in this Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.

### Material Weaknesses

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

As previously reported, management identified material weaknesses due to deficiencies in the design and operating effectiveness of our controls over the impairment of investments in real estate and other than temporary impairment of equity method investments. The deficiencies related to the identification of impairment indicators. Additionally, as management determined that it had not maintained adequate evidence of the review of information used in the impairment indicator analysis and the fair value of investments in real estate and equity method investments. As further reported, management had identified a deficiency in the operating effectiveness in our review over the calculation of other than temporary impairments. These deficiencies contributed to the potential for there to be material errors in our financial statements.

Additionally, as previously reported, management identified a material weakness due to a deficiency in the design of our controls over the accounting for certain non-routine transactions, particularly related to accounting for transactions with joint ventures and certain consulting contracts. For these transactions, Management did not possess the adequate technical capabilities to appropriately assess these non-routine transactions to ensure compliance with accounting principles generally accepted in the United States. This deficiency contributed to the potential for there to be material errors in our financial statements.

### Update on Remediation Plan

As previously reported, in response to the material weaknesses, management, with oversight of the Audit Committee began to implement steps to remediate the material weaknesses. While the Company has made progress with the remediation of these material weaknesses, the remediation efforts are ongoing, because additional time is needed to complete the remediation and allow for the internal controls to be tested by management.

However, the material weaknesses discussed above cannot be considered completely remediated until the applicable controls are fully implemented, have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Accordingly, we will continue to monitor and evaluate the effectiveness of our internal control over financial reporting.

### Changes in Internal Controls over Financial Reporting

Other than described above, there were no other changes in internal control over financial reporting that occurred during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 2,037 characters.

Please refer to Item 1A—Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023 for a description of certain material risks and uncertainties to which our business, financial condition and results of operations are subject. Except as set forth below, there have been no material changes to the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2023.

***We have been, and in the future may be, subject to securities class action and other litigation, which may harm our business and results of operations.***

We are involved in legal proceedings related to various matters, including securities litigation, and may become involved in other legal proceedings that arise from time to time in the future. For example, as discussed further in Note 9 – Commitments and Contingencies to our unaudited interim condensed consolidated financial statements contained in Part I, Item I, on July 1, 2024, a purported shareholder of the Company filed a class action lawsuit alleging that the Company, the Company’s Chief Executive Officer, and the Company’s Chief Financial Officer violated the federal securities laws by issuing false, misleading, and/or omissive disclosures concerning the Company’s alleged lack of effective internal controls regarding the identification and review of impairment indicators for investments in real estate and the Company’s value and projected gross proceeds of certain real estate assets. The complaint seeks compensatory damages in an unspecified amount to be proven at trial, an award of reasonable costs and expenses to the plaintiff and class counsel, and such other and further relief as the court may deem just and proper. The Company intends to vigorously defend itself against the allegations but there can be no assurance as of outcome. An unfavorable outcome in this litigation and other legal proceedings may have a material effect on the consolidated financial position, results of operations, cash flows or liquidity of the Company.

Filed Aug 14, 2024.
Source: SEC EDGAR, the filing index for accession 0000950170-24-097088. Last ingested by Listed: Oct 27, 2026, 16:53 ET. No prices; not investment advice.