8-K

New York – November 9, 2022– 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, 2022.

“In the third quarter the Company made tremendous progress advancing our plan of sale, which our shareholders overwhelmingly supported at our annual shareholders meeting last month. During the quarter and subsequent to quarter end, our gross proceeds from asset sales totaled $411.6 million, and we have now monetized $583.9 million of assets year to date. This allowed us to repay $280 million of debt from the beginning of Q3 to date, for a total of $440 million of principal repayments since the end of 2021, resulting in annualized interest savings of approximately $30.8 million. We have also developed a robust sales pipeline of over $800 million worth of assets either under contract or with accepted offers, providing a clear path towards further significant debt paydowns. In addition to our success in selling assets and paying down our debt, we continue to create value across the portfolio through leasing, development and securing entitlements” said Andrea Olshan, Chief Executive Officer and President.

On October 24, 2022, at the 2022 Annual Meeting of Shareholders, the shareholders voted to approve the Plan of Sale as detailed in the Company’s Definitive Proxy statement filed with Securities and Exchange Commission on September 14, 2022.

•

Generated $235.2 million of gross proceeds during the three months ended September 30, 2022 from the sale of 22 wholly owned properties and 8 joint venture assets.

•

Subsequent to quarter end, generated $176.4 million of gross proceeds from the sale of 12 assets.

•

The Company has 10 assets under contract for sale with no due diligence contingencies for total anticipated proceeds of $124.9 million and 26 assets under contract for sale subject to customary due diligence for total anticipated proceeds of $421.5 million. All assets for sale are subject to closing conditions. Additionally, the Company has accepted offers and is currently negotiating definitive purchase and sale agreements on assets with accepted offers of approximately $299.2 million.

•

Net loss attributable to common shareholders of ($4.7) million, or ($0.08) per share, as compared to net loss attributable to common shareholders of ($21.8) million, or ($0.50) per share for the same period last year.

•

Total Net Operating Income (“Total NOI”) of $12.2 million, which is an increase of 50% when compared to assets held in the same manner at September 30, 2021.

•

As of September 30, 2022, the Company had cash on hand of $140.6 million, including $10.8 million of restricted cash. As of November 4, 2022, the Company had cash on hand of $134.1 million, including $10.8 million of restricted cash.

•

During the quarter, the Company made $170 million in principal repayments on the Company’s term loan facility (“Term Loan Facility”). Subsequent to quarter end, the Company made an additional $110 million in principal repayments, reducing the balance of the Term Loan Facility to $1.16 billion and resulting in a reduction to $360 million of paydowns required by July 31, 2023 to extend the Term Loan Facility for an additional two years.

•

Signed 13 leases covering 85 thousand square feet (75 thousand at share) in the third quarter at an average projected annual rent of $22.06 PSF ($21.20 PSF at share).

•

Four new leases covering approximately 7 thousand square feet (4 thousand at share) at Premier assets at an average projected annual rent of $91.39 PSF net ($87.72 PSF at share), bringing the portfolio to 63.5% leased;

•

Six leases covering approximately 24 thousand square feet at Multi-Tenant Retail assets at an average projected annual rent of $34.13 PSF net, bringing occupancy of the Multi-Tenant Retail portfolio up to 84.2%;

•

Two retail leases covering approximately 39 thousand square feet at Non-Core assets at an average projected annual rent of $9.39 PSF net; and

•

One retail lease covering approximately 15 thousand square feet (7.5 thousand at share) at one other unconsolidated entity signed at an average projected annual rent of $5.64 PSF net.

•

One thousand square feet of second floor retail was leased at a Premier asset at a base rent of $44.00 PSF net; and

•

Ten thousand square feet (5 thousand at share) of ground floor retail at Premier assets at a base rent of $55.65 PSF net ($60.81 PSF at share).

•

An additional eight leases under negotiation representing over 100 thousand square feet at an average projected base rent of $23.90 PSF net; and

•

Brought 11 tenants online representing 207 thousand square feet (202 thousand at share) and $4.0 million in annual base rent ($3.6 million at share).

The table below represents a summary of the Company’s properties by planned usage as of September 30, 2022:

(3) Represents ancillary tenants currently in place at assets intended for residential use.

During the three months ended September 30, 2022, the Company invested $9.2 million in its multi-tenant retail properties. The remaining capital expenditures in the multi-tenant retail portfolio are primarily comprised of tenant improvements. During the third quarter, the Company opened stores representing 188 thousand square feet and $3.0 million of annual base rent. The portfolio inclusive of SNO is 84.2% leased at an average lease term of over 10 years and average rates of $16.87 PSF gross.

The table below provides a summary of all Multi-Tenant Retail signed leases as of September 30, 2022, including unconsolidated entities at the Company’s proportional share:

During the three months ended September 30, 2022, the Company signed new leases at its retail properties totaling 24 thousand square feet at an average base rent of $34.13 PSF net. The Company has 4.3 million in-place leased square feet and approximately 185 thousand square feet signed but not opened. Seritage has total occupancy of 84.2% for its multi-tenant retail properties. As of September 30, 2022, there is an additional approximately 842 thousand square feet available for lease in the Multi-Tenant Retail portfolio, with multi-tenant retail leases under negotiation for 102 thousand square feet at an average base rent of $10.65 PSF net.

The Company has one premier mixed-use project in the active leasing stage, which is our property in Aventura, FL. As of September 30, 2022, the Company has 66 thousand in-place leased square feet (43 thousand at share), 283 thousand square feet signed but not opened (205 thousand at share), and 201 thousand square feet available for lease (145 thousand at share) with leases under negotiation for over 20 thousand square feet.

The table below provides a summary of all signed leases at Premier assets as of September 30, 2022, including unconsolidated entities at the Company’s proportional share:

During the three months ended September 30, 2022, the Company invested $15.1 million in its consolidated development and operating properties and an additional $2.9 million into its unconsolidated entities.

During the third quarter of 2022, the Company continued to advance 216,000 square feet of mixed-use activation at the project in Aventura, FL. The Company continues to advance construction on Aventura and remains on track to open its first tenants to the public in the fourth quarter of 2022, with rolling openings thereafter.

During the quarter ended September 30, 2022, the Company signed one new lease totaling two thousand square feet at an average base rent of $72.00 PSF net. As of September 30, 2022, the Company has 127 thousand square feet signed but not opened. With occupancy at 59.0%, the Company has 89 thousand square feet available for lease, of which 22 thousand square feet is in lease negotiation and has leasing activity on over an additional 20 thousand square feet.

As of September 30, 2022, the property has 47 thousand in-place leased square feet and 156 thousand square feet signed but not opened. Subsequent to quarter close, the remaining 10 thousand square feet in vacant space was signed bringing office and retail space to 100% leased.

During the three months ended September 30, 2022, the Company sold 30 properties, generating $235.2 million of gross proceeds. The Company also repurchased one asset for $22.2 million, which it sold during the three months ended September 30, 2022. Of the Q3 transactions:

•

$94.2 million of gross proceeds were from vacant or non-income producing assets sold at $40.09 PSF. The sale of these assets eliminates $4.9 million of carrying costs;

•

$75.0 million of gross proceeds were from income producing stabilized properties, partially leased development sites and outparcel pads reflecting a 4.3% blended in-place capitalization rate; and

During the quarter and subsequently, the Company was able to generate a robust sales pipeline. As of November 4, 2022, we had assets under contract for sale with no due diligence contingencies for total anticipated proceeds of $124.9 million and assets under contract for sale, subject to customary due diligence, for total anticipated proceeds of $421.5 million. All assets for sale are subject to closing conditions. Though all of these deals are anticipated to close prior to July 31, 2023, even if only a portion of the contracts actually closed prior to such date, the proceeds from such portion of the contracts that actually closed would provide sufficient proceeds to qualify the Company for the extension of its Term Loan Facility. Additionally, the Company has accepted offers and is currently negotiating definitive purchase and sale agreements on assets with offers of approximately $299.2 million.

The table below provides a summary of the Company’s financial results for the three and nine months ended September 30, 2022:

•

Total NOI for the third quarter of 2022 reflects the impact of $(1.0) million total NOI relating to sold properties.

As of September 30, 2022, the Company had cash on hand of $140.6 million, including $10.8 million of restricted cash. The Company expects to use these sources of liquidity, together with a combination of future sales and/or potential debt and capital markets transactions, to fund its operations and select development activity. The availability of funding from sales of assets, partnerships and credit or capital markets transactions is subject to various conditions, and there can be no assurance that such transactions will be consummated. For more information on our liquidity position, including our going concern analysis, please see the notes to the condensed consolidated financial statements included in Part I, Item 1 and in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each in our Quarterly Report on Form 10-Q.

On February 16, 2022, 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 15, 2022 to holders of record on March 31, 2022.

On April 26, 2022, 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 payable on July 15, 2022 to holders of record on June 30, 2022.

On July 26, 2022, 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 payable on October 17, 2022 to holders of record on September 30, 2022.

On November 1, 2022, 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 payable on January 16, 2022 to holders of record on December 30, 2022.

The Company’s Board of Trustees does not expect to declare dividends on its common shares in 2022.

The 2022 Annual Meeting of Shareholders occurred on October 24, 2022, following our filing of a final proxy statement with the SEC on September 14, 2022. During the meeting, the Plan of Sale was approved by the shareholders. 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.

On April 6, 2022, the Court entered an order in the Consolidated Litigation, upon the agreement of the parties thereto, providing for a mediation of the litigation. The parties and the Court extended the mediation several times, through August, and up until the settlement described below was reached.

On August 9, 2022, following the mediation, all of the parties to the Litigation and certain of the parties to the Shareholder Litigation (to which Seritage is not a defendant) entered into a settlement agreement pursuant to which the defendants paid to the Sears estate $175 million (of which the Seritage Defendants contributed approximately $35.0 million) in exchange for dismissal of the Consolidated Litigation and for the full and final satisfaction and release of all claims in the Consolidated Litigation (including, in the case of the Seritage Defendants, any and all claims between the Seritage Defendants and the Sears estate in the Sears bankruptcy proceeding).

On September 2, 2022, the United States Bankruptcy Court for the Southern District of New York entered an order approving the settlement and, on October 18, 2022, the Litigation was dismissed. While the Company believes that the claims against the Seritage Defendants in the Litigation were without merit, the Company entered into the settlement, without admitting any fault or wrongdoing, in order to avoid the continued imposition of legal defense costs, distraction, and the uncertainty and risk inherent in any litigation.

The Company has reserved the settlement amount described above based on the Company’s contributions to the settlement of the Litigation. This estimate is recorded as litigation reserve in the condensed consolidated statement of operations during the nine months ended September 30, 2022. The Company paid the settlement amount described above in October 2022.

On March 2, 2021, the Company brought a lawsuit in Delaware state court against QBE Insurance Corporation, Endurance American Insurance Company, Allianz Global Risks US Insurance Company and Continental Casualty Company, each of which are D&O insurance providers of the Company (the “D&O Insurers”). The Company’s lawsuit is seeking, among other things, declaratory relief and money damages as a result of certain of the D&O Insurers refusal to pay certain costs and expenses related to the defense of the Litigation discussed above. Any amounts received from the insurers will offset the Seritage Defendants' contribution. Subsequent to September 30, 2022, the Company reached settlement agreements with two of the D&O Insurers for gross proceeds of $12.7 million. The litigation remains outstanding with respect to the remaining D&O Insurers.

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

The Coronavirus (“COVID-19”) pandemic has caused significant impacts on the real estate industry in the United States, including the Company’s properties.

As a result of the development, fluidity and uncertainty surrounding this situation, the Company expects that these conditions may change, potentially significantly, in future periods and results for the three and nine months ended September 30, 2022 may not be indicative of the impact of the COVID-19 pandemic on the Company’s business for future periods. As such, the Company cannot reasonably estimate the impact of COVID-19 on its financial condition, results of operations or cash flows over the foreseeable future.

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

Neither of NOI or Total NOI are measures that (i) represent cash flow from operations as defined by GAAP; (ii) are indicative of cash available to fund all cash flow needs, including the ability to make distributions; (iii) are alternatives to cash flow as a measure of liquidity; or (iv) should be considered alternatives to net income (which is determined in accordance with GAAP) for purposes of evaluating the Company’s operating performance. Reconciliations of these measures to the respective GAAP measures the Company deems most comparable have been provided in the tables accompanying this press release.

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.

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, 2021 and in Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2022. While the Company believes that its forecasts and assumptions are reasonable, the Company cautions that actual results may differ materially. The Company intends the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law.

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, 2022, the Company’s portfolio consisted of interests in 121 properties comprised of approximately 16.1 million square feet of gross leasable area ("GLA") or build-to-suit leased area, approximately 313 acres held for or under development and approximately 7.9 million square feet or approximately 631 acres to be disposed of. The portfolio consists of approximately 13.5 million square feet of GLA held by 104 wholly owned properties (such properties, the “Consolidated Properties”) and 2.6 million square feet of GLA held by 17 unconsolidated entities (such properties, the “Unconsolidated Properties”).


Maryland	001-37420	38-3976287
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 Fifth Avenue, Suite 1530
New York, New York		10110
(Address of Principal Executive Offices)		(Zip Code)


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


Exhibit No.		Description

99.1		Press release dated November 9, 2022.

99.2		Supplementary Financial Information dated November 9, 2022.

104		Cover Page Interactive Data File (embedded within Inline XBRL document)


SERITAGE GROWTH PROPERTIES

By:		/s/ Matthew Fernand
		Matthew Fernand
		Chief Legal Officer


Planned Usage	Total	Built SF / Acreage (1)	Leased SF (1)(2)		Avg. Acreage / Site
Consolidated
Multi-Tenant Retail	38	5,334 sf / 523 acres		4,492		13.8
Residential (3)	11	44 sf / 134 acres		44		12.2
Premier	5	235 sf / 99 acres		147		19.7
Non-Core (4)	50	7,899 sf / 631 acres		815		12.6
Unconsolidated
Other Entities	14	1,106 sf / 226 acres		311		16.1
Residential (3)	1	49 sf / 12 acres		30		11.7
Premier	2	158 sf / 16 acres		101		8.0


(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		161		4,306		80.7	%	$	71,277		94.0	%	$	16.55
SNO retail leases (1)		17		185		3.5	%		4,510		6.0	%		24.38
Leases in negotiation		2		102		1.9	%		1,076	N/A				10.65
Total retail leases		180		4,593		86.1	%	$	76,863		100.0	%	$	16.73
(1) SNO = signed not yet opened leases.


(in thousands except number of leases and PSF data)	Number of									Annual
	SNO Leases			GLA			ABR			Rent PSF
As of June 30, 2022		17			357		$	6,833		$	19.14
Opened		(5	)		(188	)		(3,028	)		16.11
Sold / terminated		(1	)		(8	)		(125	)		15.63
Signed		6			24			830			34.58
As of September 30, 2022		17			185		$	4,510		$	24.38


(in thousands except per share amounts)	Three Months Ended						Nine Months Ended
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Net loss attributable to Seritage common shareholders	$	(4,664	)	$	(21,759	)	$	(170,074	)	$	(104,769	)
Net loss per share attributable to Seritage common shareholders		(0.08	)		(0.50	)		(3.57	)		(2.50	)
Total NOI		12,150			8,075			33,245			25,061


(in thousands)	Three Months Ended						Nine Months Ended
Consolidated Properties	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Multi-tenant retail	$	14,109		$	11,395		$	40,681		$	32,986
Premier		(1,061	)		(458	)		(2,900	)		(1,540	)
Residential		1,229			(3,099	)		(1,917	)		(6,440	)
Sell		(3,304	)		(974	)		(7,995	)		(4,040	)
Sold		(976	)		492			(346	)		411
Total		9,997			7,356			27,523			21,377
Unconsolidated Properties
Residential		282			50			77			50
Premier		2,158			132			1,854			660
Other joint ventures		(287	)		537			3,791			2,974
Total		2,153			719			5,722			3,684
Total NOI	$	12,150		$	8,075		$	33,245		$	25,061


	September 30, 2022			December 31, 2021
ASSETS
Investment in real estate
Land	$	282,917		$	475,667
Buildings and improvements		804,882			994,221
Accumulated depreciation		(127,043	)		(154,971	)
		960,756			1,314,917
Construction in progress		260,007			381,194
Net investment in real estate		1,220,763			1,696,111
Real estate held for sale		202,777			—
Investment in unconsolidated entities		383,061			498,563
Cash and cash equivalents		129,767			106,602
Restricted cash		10,821			7,151
Tenant and other receivables, net		39,943			29,111
Lease intangible assets, net		4,511			14,817
Prepaid expenses, deferred expenses and other assets, net		62,883			61,783
Total assets (1)	$	2,054,526		$	2,414,138

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Term loan facility, net	$	1,269,648		$	1,439,332
Sales-leaseback financing obligations		—			20,627
Litigation reserve		35,533			—
Accounts payable, accrued expenses and other liabilities		118,700			109,379
Total liabilities (1)		1,423,881			1,569,338

Commitments and contingencies (Note 9)

Shareholders' Equity
Class A common shares $0.01 par value; 100,000,000 shares authorized; 56,032,381 and 43,632,364 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively		560			436
Series A preferred shares $0.01 par value; 10,000,000 shares authorized; 2,800,000 shares issued and outstanding as of September 30, 2022 December 31, 2021; liquidation preference of $70,000		28			28
Additional paid-in capital		1,359,686			1,241,048
Accumulated deficit		(731,759	)		(553,771	)
Total shareholders' equity		628,515			687,741
Non-controlling interests		2,130			157,059
Total equity		630,645			844,800
Total liabilities and shareholders' equity	$	2,054,526		$	2,414,138
(1) The Company's condensed consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The condensed consolidated balance sheets, as of September 30, 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. The Company's condensed consolidated balance sheets as of December 31, 2021, 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, $(0.9) million of accumulated depreciation and $4.0 million of other assets included in other line items.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
REVENUE
Rental income	$	23,253		$	28,819		$	81,755		$	87,560
Management and other fee income		248			184			2,355			598
Total revenue		23,501			29,003			84,110			88,158
EXPENSES
Property operating		9,700			11,585			31,535			33,514
Real estate taxes		6,483			8,542			21,056			27,758
Depreciation and amortization		9,169			13,159			31,772			39,629
General and administrative		10,811			8,780			30,996			32,002
Litigation reserve		533			—			35,533			—
Total expenses		36,696			42,066			150,892			132,903
Gain on sale of real estate, net		45,433			22,774			112,449			65,079
Loss on sale of interests in unconsolidated entities		(139	)		—			(139	)		—
Impairment of real estate assets		(10,275	)		(3,814	)		(120,609	)		(70,053	)
Equity in loss of unconsolidated entities		(2,275	)		(5,535	)		(69,071	)		(9,024	)
Interest and other (expense) income		(1,047	)		48			(937	)		8,202
Interest expense		(21,916	)		(26,721	)		(67,167	)		(81,847	)
Loss before income taxes		(3,414	)		(26,311	)		(212,256	)		(132,388	)
Provision for income taxes		(67	)		(38	)		(295	)		(198	)
Net loss		(3,481	)		(26,349	)		(212,551	)		(132,586	)
Net loss attributable to non-controlling interests		42			5,815			46,152			31,492
Net loss attributable to Seritage	$	(3,439	)	$	(20,534	)	$	(166,399	)	$	(101,094	)
Preferred dividends		(1,225	)		(1,225	)		(3,675	)		(3,675	)
Net loss attributable to Seritage common shareholders	$	(4,664	)	$	(21,759	)	$	(170,074	)	$	(104,769	)

Net loss per share attributable to Seritage Class A common shareholders - Basic	$	(0.08	)	$	(0.50	)	$	(3.57	)	$	(2.50	)
Net loss per share attributable to Seritage Class A common shareholders - Diluted	$	(0.08	)	$	(0.50	)	$	(3.57	)	$	(2.50	)
Weighted average Class A common shares outstanding - Basic		55,361			43,631			47,600			41,976
Weighted average Class A common shares outstanding - Diluted		55,361			43,631			47,600			41,976


	Three Months Ended
NOI and Total NOI	September 30, 2022			June 30, 2022			September 30, 2021
Net loss	$	(3,481	)	$	(142,083	)	$	(26,349	)
Termination fee income		—			(92	)		(379	)
Management and other fee income		(248	)		(286	)		(184	)
Depreciation and amortization		9,169			10,669			13,159
General and administrative expenses		10,811			11,093			8,780
Litigation reserve		533			35,000			—
Equity in loss of unconsolidated entities		2,275			33,720			5,535
Gain on sale of interests in unconsolidated entities		139			—			—
Gain on sale of real estate, net		(45,433	)		(68,031	)		(22,774	)
Impairment of real estate assets		10,275			109,343			3,814
Interest and other (income) expense		1,047			(99	)		(48	)
Interest expense		21,916			22,663			26,721
Provision for income taxes		67			203			38
Straight-line rent		2,873			(3,599	)		(1,005	)
Above/below market rental expense		54			56			48
NOI	$	9,997		$	8,557		$	7,356
Unconsolidated entities
Net operating income of unconsolidated entities		2,450			2,267			666
Straight-line rent		(305	)		(228	)		(272	)
Above/below market rental (income)/expense		8			6			181
Termination fee income		—			—			144
Total NOI	$	12,150		$	10,602		$	8,075


	Three Months Ended September 30,						Nine Months Ended September 30,
Financial Results	2022			2021			2022			2021
Net loss attributable to Seritage common shareholders	$	(4,664	)	$	(21,759	)	$	(170,074	)	$	(104,769	)
Total NOI	$	12,150		$	8,075		$	33,245		$	25,061
Net loss per share attributable to Seritage common shareholders	$	(0.08	)	$	(0.50	)	$	(3.57	)	$	(2.50	)
Wtd. avg. shares - EPS		55,361			43,631			47,600			41,976
Stock trading price range	$5.40 to $14.06			$14.25 to $18.22			$5.21 to $14.45			$13.86 to $23.22


	As of		As of
Debt Summary	September 30, 2022		December 31, 2021
Term Loan Facility (drawn / undrawn)	$1,270,000 / 400,000		$1,440,000 / 400,000
Interest rate / undrawn rate	7.00% / 1.00%		7.00% / 1.00%
Maturity	July 2023		July 2023

Prepaid Expenses, Deferred Expenses and Other Assets	September 30, 2022		December 31, 2021
Deferred expenses	$	21,614	$	20,780
Right of Use Asset		16,374		16,990
Other assets		12,902		9,826
Prepaid insurance		3,789		6,156
FF&E		1,345		2,055
Other prepaid expenses		4,971		4,169
Prepaid real estate taxes		1,888		1,807
Total prepaid expenses, deferred expenses and other assets	$	62,883	$	61,783


	September 30, 2022		December 31, 2021
Accounts payable and accrued expenses	$	36,891	$	36,022
Accrued development expenditures		31,524		27,198
Accrued real estate taxes		16,189		11,751
Environmental reserve		9,477		9,477
Prepaid rental income		8,423		6,478
Lease liability		6,079		6,543
Accrued interest		3,908		4,978
Below-market leases		2,933		3,656
Deferred maintenance		1,722		1,722
Common and preferred dividends and OP Unit distributions payable		1,554		1,554

Total accounts payable, accrued expenses and other liabilities	$	118,700	$	109,379


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Select Non-Cash Items
Straight-line rental income
Wholly-owned	$	(2,873	)	$	1,005		$	1,447		$	2,033
Joint ventures		305			272			860			576
Total	$	(2,568	)	$	1,277		$	2,307		$	2,609

Net amortization of above/below market rental income/expense
Wholly-owned	$	(54	)	$	(48	)	$	(175	)	$	(111	)
Joint ventures		(8	)		(181	)		(19	)		(119	)
Total	$	(62	)	$	(229	)	$	(194	)	$	(230	)

Amortization of deferred financing costs	$	(105	)	$	(106	)	$	(316	)	$	(317	)
Share-based compensation expense		(843	)		(272	)		(1,735	)		(1,225	)


	Number of			Total		% of Total
Tenant	Leases	SF		Rent		Rent	Concepts / Brands
Dick's Sporting Goods	10		725,912		11,754	10.6%	Dick's Sporting Goods, House of Sport
At Home	5		557,328		3,217	2.9%
Round One Entertainment	6		267,473		5,786	5.2%
Burlington Stores	6		259,830		3,383	3.0%
Dave & Buster's	8		256,526		7,657	6.9%
Nordstrom Rack	5		182,518		3,897	3.5%
TJX	8		179,075		2,312	2.1%	TJ Maxx, Marshalls, HomeGoods, HomeSense, Sierra Trading Post
Cinemark	4		166,570		4,673	4.2%
Floor & Décor	2		163,917		2,032	1.8%
Vasa Fitness	3		163,912		1,928	1.7%
Ross Dress For Less	7		158,647		1,692	1.5%	Ross Dress for Less, dd's Discounts
The Dump	1		139,265		1,114	1.0%
Primark	3		115,685		3,129	2.8%
AMC	2		99,218		2,803	2.5%
Amazon	2		99,193		5,435	4.9%
Forman Mills	1		94,000		675	0.6%
Bed Bath & Beyond	3		91,331		1,527	1.4%	Bed Bath & Beyond, BuyBuyBaby, andThat!
Aldi	4		83,448		840	0.8%
24 Hour Fitness	2		77,646		1,433	1.3%
Extra Space Storage	1		73,996		499	0.4%
Total	83		3,955,490		65,786	59.2%


			Total		Leased		SNO			Land
Property Address	City	State	GLA (1)		SF (1)		SF (1)		Leased (1)	Acres		Significant Tenants (1)
12025 North 32nd Street	Phoenix	AZ		151,200		151,200		-	100.0%		11	At Home
575 Fletcher Parkway	El Cajon	CA		227,300		184,400		-	81.1%		20	Ashley Furniture, Bob's Discount Furniture, Burlington Stores, Extra Space Storage
1191 Galleria Boulevard	Roseville	CA		122,700		107,800		-	87.9%		7	Cinemark, Round One Entertainment
40710 Winchester Road	Temecula	CA		126,500		112,800		8,000	95.5%		10	Round One Entertainment, Dick's Sporting Goods, Texas Roadhouse
145 West Hillcrest Drive	Thousand Oaks	CA		172,000		113,700		-	66.1%		11	Dave & Busters, DSW, Nordstrom Rack
19563 Coastal Highway	Rehoboth Beach	DE		101,900		75,900		26,000	100.0%		13	andThat!, PetSmart, Aldi, TJ Maxx
10700 Biscayne Boulevard	North Miami(3)	FL		129,300		129,300		-	100.0%		11	Aldi, Burlington Stores, Ross Dress for Less, Michaels Stores
3111 East Colonial Drive	Orlando	FL		107,600		94,300		2,300	89.8%		18	Floor & Décor, Aspen Dental, Del Taco
2300 Tyrone Boulevard North	St. Petersburg(4)	FL		134,700		134,700		-	100.0%		15	Dick's Sporting Goods, Five Below, PetSmart, Verizon
2860 South Highland Avenue	Lombard	IL		139,300		139,300		-	100.0%		8	The Dump
7503 West Cermak Road	North Riverside	IL		214,700		163,900		19,700	85.5%		13	Round One Entertainment, Aldi, Blink Fitness, Amita Health
2500 Wabash Avenue	Springfield	IL		119,400		108,000		11,400	100.0%		5	Binny's Beverage Depot, Burlington Stores, Marshalls
4201 Coldwater Road	Ft. Wayne	IN		84,100		76,700		6,200	98.6%		19	Five Below, HomeGoods, Bob's Discount Furniture, LensCrafters
101 West Lincoln Highway	Merrillville	IN		171,300		163,000		1,600	96.1%		9	At Home, Dollar Tree
200 Grossman Drive	Braintree	MA		85,100		47,600		37,500	100.0%		34	Nordstrom Rack, Ulta Beauty
1302 Bridford Parkway	Greensboro	NC		168,200		168,200		-	100.0%		16	Floor & Décor, Gabriel Brothers
4700 2nd Avenue	Kearney	NE		64,900		64,900		-	100.0%		8	Ross Dress for Less, Five Below, Marshall's, Petsmart
1500 South Willow Street	Manchester	NH		105,700		80,400		-	76.1%		11	Dick's Sporting Goods, Dave & Buster's
1640 Route 22	Watchung	NJ		124,900		117,100		7,900	100.1%		12	Cinemark, HomeGoods, Sierra Trading Post, Ulta Beauty, Chick-fil-A , City MD, Starbucks
4000 Jericho Turnpike	East Northport	NY		179,800		167,600		-	93.2%		18	24 Hour Fitness, AMC, At Home
200 Eastview Mall	Victor(3)	NY		139,700		119,600		-	85.6%		14	Dick's House of Sport
4100 Belden Village Avenue Northwest	Canton	OH		192,300		116,300		22,000	71.9%		19	Dick's Sporting Goods, Dave & Busters
160 North Gulph Road	King of Prussia (2)	PA		208,700		174,500		34,200	100.0%		14	Dick's Sporting Goods, Primark, Outback Steakhouse, Yardhouse, Dave & Busters
3801B Clemson Boulevard	Anderson	SC		117,100		117,100		-	100.0%		12	Burlington Stores, Sportsman's Warehouse, Golds Gym
7801 Rivers Avenue	Charleston	SC		106,200		52,900		-	49.8%		15	Burlington Stores
4570 Poplar Avenue	Memphis	TN		116,000		101,200		8,800	94.8%		11	LA Fitness, Hopdoddy, Nordstrom Rack, Ulta Beauty, Chase
12625 North Interstate Highway 35	Austin	TX		52,700		45,000		-	85.4%		13	AMC
12605 North Gessner Road	Houston	TX		134,000		134,000		-	100.0%		11	At Home
201 Central Park Mall	San Antonio	TX		164,600		158,200		-	96.1%		17	Tru Fit, Bed Bath & Beyond, Buy Buy Baby
2010 North Main Street	Layton	UT		82,700		67,500		-	81.6%		7	Vasa Fitness
12000 Fair Oaks Mall	Fairfax	VA		212,700		154,400		-	72.6%		15	Dave & Busters, Dick's Sporting Goods
4588 Virginia Beach Boulevard	Virginia Beach (3)	VA		124,200		124,200		-	100.0%		15	DSW, The Fresh Market, Nordstrom Rack
141 West Lee Highway	Warrenton	VA		71,500		62,400		-	87.3%		9	HomeGoods, Ulta, Five Below
5200 South 76th Street	Greendale	WI		217,600		133,700		-	61.4%		19	Dick's Sporting Goods, Round One Entertainment, TJ Maxx
27001 U.S. 19 North	Clearwater	FL		212,900		75,500		-	35.5%		14	Whole Foods, Nordstrom Rack
1425 Central Avenue	Albany	NY		232,500		59,600		-	25.6%		21	Whole Foods, Ethan Allen
9484 Dyer Street	El Paso	TX		107,800		99,100		-	91.9%		11	dd's Discount, Ross Dress for Less, Five Below, Burlington Stores


			Land		% of Auxiliary	Auxiliary		Outparcel
Property Address	City	State	Acres		Leased SF (1)	Leased SF (1)		Opportunities		Significant Tenants (1)
5261 Arlington Avenue	Riverside - Resi	CA		14	0%		-		-	n/a
100 Inland Center	San Bernardino	CA		20	0%		-		2	n/a
1209 Plaza Drive	West Covina - Resi	CA		8	0%		-		-	n/a
850 Hartford Turnpike	Waterford	CT		11	0%		-		-	n/a
4125 Cleveland Avenue	Ft. Myers	FL		12	0%		-		-	n/a
3800 US Highway 98 North	Lakeland	FL		12	0%		-		-	n/a
3340 Mall Loop Drive	Joliet	IL		17	0%		-		-	n/a
14250 Buck Hill Road	Burnsville	MN		15	0%		-		2	n/a
3001 White Bear Avenue North	Maplewood	MN		14	0%		-		3	n/a
5261 Arlington Avenue	Riverside - Retail	CA		5	100%		33,200		-	Bank of America, Aldi
1209 Plaza Drive	West Covina - Retail	CA		7	100%		11,000		-	VinFast
Total				135	100%		44,200	7


	Three Months Ended September 30,				Nine Months Ended September 30,
Rental Revenue Detail	2022		2021		2022		2021
Revenue
Rental income	$	19,004	$	22,893		66,998		67,999
Tenant reimbursements		4,249		5,547		14,387		16,571
Termination income		-		379		370		2,990
Total	$	23,253	$	28,819	$	81,755	$	87,560


				Total		In-Place		SNO			2022 Qtr
Property Address	City	State	Full / Partial Sale	SF (1)		SF (1)		SF (1)		Leased (1)	Sold
1420 Travis Boulevard	Fairfield	CA	Full Site		150,013		28,469		3,500	21.3%	Q1
700 East Northern Lights Boulevard	Anchorage	AK	Full Site		158,517		133,972		-	84.5%	Q2
3101 Northview Drive	Elkhart	IN	Full Site		86,581		86,581		-	100.0%	Q2
3408 West Central Avenue	Toledo	OH	Full Site		218,720		-		-	0.0%	Q2
4155 State Route 31	Clay	NY	Full Site		146,504		-		-	0.0%	Q2
5101 Hinkleville Road	Paducah	KY	Full Site		97,261		64,403		-	66.2%	Q2
400 North Best Avenue	Walnutport	PA	Full Site		121,159		-		-	0.0%	Q2
195 North Broadway	Hicksville	NY	Partial Site		14,856		14,856		-	100.0%	Q2
2100 Southfield Road	Lincoln Park	MI	Full Site		297,905		-		-	0.0%	Q2
3001 Iowa Avenue	Riverside (Iowa)	CA	Full Site		132,632		38,132		-	28.8%	Q2
200 Town Center East	Santa Maria	CA	Full Site		108,596		-		-	0.0%	Q2
4588 Virginia Beach Boulevard	Virginia Beach	VA	Partial Site		7,800		7,800		-	100.0%	Q2
2801 West State Street	Olean	NY	Full Site		120,685		55,360		-	45.9%	Q2
100 Westminster Mall	Westminster	CA	Full Site		197,904		-		-	0.0%	Q2
3700 South Campbell Avenue	Springfield	MO	Full Site		112,900		112,900		-	100.0%	Q3
5950 East Broadway Boulevard	Tucson	AZ	Full Site		237,600		50,600		-	21.3%	Q3
1675 West 49th Street	Hialeah	FL	Full Site		145,200		-		3,000	2.1%	Q3
2700 Miamisburg Centerville Road	Dayton	OH	Partial Asset		167,582		-		-	0.0%	Q3
1405 South Grand Avenue	Charles City	IA	Full Site		109,900		-		-	0.0%	Q3
2307 Superior Street	Webster City	IA	Full Site		41,000		-		-	0.0%	Q3
3100 Southwest College Road	Ocala	FL	Full Site		145,900		-		-	0.0%	Q3
650 Bald Hill Road	Warwick	RI	Full Site		130,900		123,100		-	94.0%	Q3
2760 I-75 Business Spur	Sault Ste. Marie	MI	Full Site		98,500		-		-	0.0%	Q3
1560 US 31 South	Manistee	MI	Full Site		107,800		-		-	0.0%	Q3
1855 Main Street	Ramona	CA	Full Site		122,000		14,700		-	12.0%	Q3
417 Main Street	Madawaska	ME	Full Site		55,000		-		-	0.0%	Q3
171 Delaware Avenue	Sidney	NY	Full Site		113,300		-		-	0.0%	Q3
32123 Gratiot Avenue	Roseville	MI	Full Site		364,300		154,600		-	42.4%	Q3
2180 Tully Road	San Jose	CA	Full Site		260,100		-		-	0.0%	Q3
1401 Greenbrier Parkway	Chesapeake	VA	Full Site		179,300		-		-	0.0%	Q3
1325 Broadway	Saugus	MA	Full Site		211,500		-		-	0.0%	Q3
50 Fox Run Road	Portsmouth	NH	Full Site		129,700		-		-	0.0%	Q3
5901 Florin Road	Florin	CA	Full Site		245,600		-		-	0.0%	Q3
3295 East Main Street	Ventura	CA	Full Site		183,100		-		14,100	7.7%	Q3
2250 El Mercado Loop	Sierra Vista	AZ	Full Site		95,500		-		-	0.0%	Q3
5715 Johnston Street	Lafayette	LA	Full Site		196,000		-		-	0.0%	Q3
20700 South Avalon Boulevard	Carson	CA	Full Site		36,400		21,900		5,000	73.9%	Q3
Vintage Faire Mall	Modesto	CA	Full Site		60,200		40,300		-	66.9%	Q3
Chandler Fashion Center	Deptford	NJ	Full Site		95,900		74,600		-	77.8%	Q3
Briarwood	Ann Arbor	MI	Full Site		85,300		-		-	0.0%	Q3
Woodland Hills Mall	Tulsa	OK	Full Site		75,100		-		-	0.0%	Q3
126 Shawan Road	Cockeysville	MD	Full Site		80,100		65,600		-	81.9%	Q3
1445 New Britain Ave	West Hartford	CT	Full Site		81,100		58,700		1,900	74.7%	Q3
Natick Collection	Natick	MA	Full Site		95,400		44,300		-	46.4%	Q3
Total					5,921,315		1,190,873		27,500	20.6%


	No / Expired REA			Expires in <5 years			Expires in >5 years			Total
Joint Venture (Mall REIT)		1			-			11			12
Joint Venture (Other)		-			-			1			1
Joint Venture (Residential)		4			-			2			6
Multi-Tenant Retail		12			1			25			38
Premier Mixed-use		5			1			1			7
ResiCo		1			1			5			7
Sell		15			3			32			50
Total		38			6			77			121
% of Total		31	%		5	%		64	%		100	%

Document And Entity Information	Nov. 09, 2022
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 09, 2022
Entity Registrant Name	SERITAGE GROWTH PROPERTIES
Entity Central Index Key	0001628063
Entity Emerging Growth Company	false
Securities Act File Number	001-37420
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	38-3976287
Entity Address, Address Line One	500 Fifth Avenue, Suite 1530
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10110
City Area Code	212
Local Phone Number	355-7800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common shares of beneficial interest, par value $0.01 per share
Trading Symbol	SRG
Security Exchange Name	NYSE
Series A Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	7.00% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share
Trading Symbol	SRG-PA
Security Exchange Name	NYSE