Seritage Growth Properties
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
SRG$1.71+1.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0000950170-25-072777
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0000950170-25-108985
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 110 previous paragraphs and 140 current paragraphs.
74 unchanged; 31 reworded; 28 added; 4 removed; 1 previous and 7 current paragraphs rearranged.
Tables are not compared: 4 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (28)
Current report
Real Estate Taxes
Current report
Real estate taxes decreased by $0.2 million related to sold properties and by $0.3 million related to prior year’s tax refunds.
Current report
The decrease of $0.7 million for the three months ended June 30, 2025 reflects an overall decrease in costs including share based compensation, consulting expense and personnel costs.
Current report
Loss on Sale of Interests in Unconsolidated Entities
Current report
During the three months ended June 30, 2025, the Company sold its remaining interest in the SPS Portfolio Holdings II LLC joint venture to an affiliate of its joint venture partner and recognized a loss of $1.4 million on the sale.
Current report
During the three months ended June 30, 2025, the Company recognized an $18.0 million impairment of real estate assets as a result of the Company agreeing to sell one property at an amount below book value.
Current report
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.
Current report
The increase in equity in income for the three months ended June 30, 2025 was driven by an increase in income $0.7 million from the Company’s investment in the UTC JV and a decrease of losses of $0.6 million related to the Company’s other investments.
Current report
Comparison of the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024
Current report
Rental Income
Current report
Rental income decreased $0.9 million for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The decrease is primarily driven by the sales of four income producing properties. The decrease is offset by in increase of rental income from the Aventura, FL property as well as a decrease in bad debt expense.
Current report
Property Operating Expenses
Current report
The decrease of $1.7 million in property operating expense for the six months ended June 30, 2025 was primarily due to a decrease in common area expenses of $0.8 million and a decrease in insurance of $0.7 million primarily as a result of sold properties.
Current report
Real Estate Taxes
Current report
Real estate taxes decreased by $0.8 million related to sold properties and by $0.1 million related to prior year’s tax refunds.
Current report
Depreciation and Amortization Expenses
Current report
The decrease of $2.4 million in depreciation and amortization expenses for the six months ended June 30, 2025 was primarily due to property sales and was partially offset by an increase in depreciation related to Aventura tenant improvements.
Current report
General and Administrative Expenses
Current report
During the six months ended June 30, 2025, the Company sold two properties for $52.6 million and recorded a gain totaling $8.9 million which is included in gain on sale of real estate, net within the condensed consolidated statements of operations.
Current report
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.
Current report
Loss on Sale of Interests in Unconsolidated Entities
Current report
During the six months ended June 30, 2025, the Company sold its remaining interest in the SPS Portfolio Holdings II LLC joint venture to an affiliate of its joint venture partner and recognized a loss of $1.4 million on the sale.
Current report
Impairment of Real Estate Assets
Current report
During the six months ended June 30, 2025, the Company recognized an $18.0 million impairment of real estate assets as a result of the Company agreeing to sell one property at an amount below book value.
Current report
During the six months ended June 30, 2024, the Company recognized a $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.
Current report
Interest Expense
Current report
o
Current report
On July 28, 2025, the Company exercised its extension option and on July 30, 2025, the Company paid a 2% extension fee equal to $4.0 million extending the maturity date to July 31, 2026. The Company also paid the incremental facility fee of $4.0 million. All other terms under the Term Loan Agreement shall remain unchanged during the extension period including the interest rate and the incremental facility fee in accordance with the Term Loan Agreement.
Removed paragraphs (4)
Previous report
There were no impairments recorded during the three months ended March 31, 2025. During the three months ended March 31, 2024, the Company recognized $1.1 million impairment of real estate assets as a result of the Company accepting offers below book value on two properties.
Previous report
-29 - o
Previous report
In 2025, a decrease in operating cash, partially offset by an increase to tenant and other receivables and an increase to accounts payable, accrued expenses and other liabilities.
Previous report
In 2025, cash payments of preferred dividends, ($1.2) million; and
Reworded paragraphs (31)
Previous wording
Prior to our adoption of the Plan of Sale, we were principally engaged in the ownership, development, redevelopment, management, sale and leasing of diversified retail and mixed-use properties throughout the United States. As of March 31, 2025, our portfolio consisted of interests in 16 properties comprised of approximately 1.6 million square feet of gross leasable area (“GLA”) or build-to-suit leased area and 240 acres of land. The portfolio encompasses nine wholly owned properties consisting of approximately 0.8 million square feet of GLA and 132 acres and seven unconsolidated entities consisting of approximately 0.8 million square feet of GLA and 108 acres.
Current wording
Prior to our adoption of the Plan of Sale, we were principally engaged in the ownership, development, redevelopment, management, sale and leasing of diversified retail and mixed-use properties throughout the United States. As of June 30, 2025, our portfolio consisted of interests in 13 properties comprised of approximately 1.3 million square feet of gross leasable area (“GLA”) or build-to-suit leased area and 198 acres of land. The portfolio encompasses eight consolidated properties consisting of approximately 0.8 million square feet of GLA and 113 acres and five unconsolidated entities consisting of approximately 0.5 million square feet of GLA and 85 acres.
Previous wording
There were no impairments recorded during the three months ended March 31, 2025. We recognized $8.5 million in other-than-temporary impairment losses on our investments in unconsolidated entities during the three months ended March 31, 2025, which is included in equity in income (loss) of unconsolidated entities within the consolidated statements of operations. 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.
Current wording
In July 2025, we accepted an offer to sell an asset below book value resulting in the recognition of an impairment loss of $18.0 million for the three months ended June 30, 2025, which is included in impairment of real estate assets within the consolidated statements of operations. We recognized $8.5 million in other-than-temporary impairment losses on our investments in unconsolidated entities during the six months ended June 30, 2025, which is included in equity in income (loss) of unconsolidated entities within the consolidated statements of operations. 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.
Previous wording
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 January 1, 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 shareholders, 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
Current wording
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 January 1, 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
Previous wording
-27 - dividends paid. The Company operated as a REIT for the 2021 tax year and prior tax years, and existing REIT requirements and limitations, including those established by the Company’s organizational documents, remained in place through 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.
Current wording
-28 - shareholders, 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 for the 2021 tax year and prior tax years, and existing REIT requirements and limitations, including those established by the Company’s organizational documents, remained in place through 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.
Previous wording
The Company continues to face challenging market conditions such as elevated interest rates and continues to assess other potential macroeconomic impacts including supply chain issues and international conflicts associated with tariffs as well as potential labor issues. These conditions could apply downward pricing pressures on our remaining assets. In making decisions regarding whether and when to transact on each of the Company’s remaining assets, the Company considers various factors including, but not limited to, the breadth of the buyer universe, macroeconomic conditions, the availability and cost of financing, as well as corporate, operating and other capital expenses required to carry the asset. If these challenging market conditions persist, then we expect that they will continue to adversely impact the Plan of Sale proceeds from our assets and the amounts and timing of distributions to shareholders.
Current wording
The Company continues to face challenging market conditions such as elevated interest rates and the availability of debt and equity capital and continues to assess other potential macroeconomic impacts including supply chain issues and international conflicts associated with tariffs as well as potential labor issues. These conditions could apply downward pricing pressures on our remaining assets. In making decisions regarding whether and when to transact on each of the Company’s remaining assets, the Company considers various factors including, but not limited to, the breadth of the buyer universe, macroeconomic conditions, the availability and cost of financing, as well as corporate, operating and other capital expenses required to carry the asset. If these challenging market conditions persist, then we expect that they will continue to adversely impact the Plan of Sale proceeds from our assets and the amounts and timing of distributions to shareholders.
Previous wording
Rental income decreased $1.3 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to property sales of income producing properties throughout 2024. The decrease was partially offset by an increase of $0.3 million in rental income from the Aventura, FL property.
Current wording
Rental income increased $0.4 million for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to an increase in rental income from the Aventura, FL property. The increase was partially offset by property sales of two income producing properties throughout 2024 and one income producing property in the first quarter of 2025.
Previous wording
The decrease of 0.8 million in property operating expense for the three months ended March 31, 2025 was primarily due to asset sales which was partially offset by an increase of $1.2 million in insurance expense.
Current wording
The decrease of $0.9 million in property operating expense for the three months ended June 30, 2025 was primarily due to a decrease in common area maintenance expense of $0.7 million.
Previous wording
The decrease of $3.2 million in depreciation and amortization expenses for the three months ended March 31, 2025 was primarily due to a $3.9 million decrease due to property sales which was partially offset by $0.9 million in depreciation related to moving a property out of held for sale.
Current wording
The increase of $0.8 million in depreciation and amortization expenses for the three months ended June 30, 2025 was primarily due to a $1.2 million increase in depreciation related to Aventura tenant improvements partially offset by a $0.6 million decrease in depreciation related to properties sold.
Previous wording
During the three months ended March 31, 2025, the Company sold one property for $29.6 million and recorded a gain totaling $6.9 million.
Current wording
During the three months ended June 30, 2025, the Company sold one property for $23.0 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.
Previous wording
During the three months ended March 31, 2024, the Company sold five properties for aggregate consideration of $48.8 million and recorded a net gain totaling $1.1 million.
Current wording
During the three months ended June 30, 2024, the Company sold four properties for aggregate consideration of $40.4 million and recorded a net gain totaling $2.0 million, which is included in gain on sale of real estate, net within the condensed consolidated statements of operations.
Previous wording
The increase of $6.6 million for the three months ended March 31, 2025 was primarily due to the recognition of severance expense.
Current wording
The increase for the six months ended June 30, 2025 was primarily due to the recognition of severance expense of $6.5 million. The increase was partially offset by a decrease in overall costs including accounting fees and consulting expense.
Previous wording
The decrease in income for the three months ended March 31, 2025 is driven by the recognition of $8.5 million of other-than-temporary impairment losses.
Current wording
The increase in loss for the six months ended June 30, 2025 is driven by the recognition of $8.5 million of other-than-temporary impairment losses which was partially offset by an increase in income of $0.9 million from the Company’s investment in the UTC JV and a decrease of losses of $0.6 million related the Company’s other investments.
Previous wording
For the three months ended March 31, 2025, interest and other income decreased by $0.5 million primarily due to lower interest rates.
Current wording
For the six months ended June 30, 2025, interest and other income decreased by $0.4 million primarily due to lower interest rates.
Previous wording
The decrease of $1.8 million in interest expense for the three months ended March 31, 2025 was driven by partial Term Loan Facility pay downs during 2024.
Current wording
The decrease of $2.9 million in interest expense for the six months ended June 30, 2025 was driven by partial Term Loan Facility pay downs during 2024.
Previous wording
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 three months ended March 31, 2025 and the Company recorded net operating cash outflows of $9.2 million. Additionally, the Company generated net investing cash inflows of $19.8 million during the three months ended March 31, 2025, which were driven by asset sales and partially offset by development expenditures.
Current wording
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, 2025 and the Company recorded net operating cash outflows of $21.2 million. Additionally, the Company generated net investing cash inflows of $46.1 million during the six months ended June 30, 2025, which were driven by asset sales and partially offset by development expenditures.
Previous wording
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, sales of interests in Unconsolidated Properties and optional 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:
Current wording
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, sales of interests in Unconsolidated Properties and potential 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:
Previous wording
From the approval of the Plan of Sale on October 24, 2022 through March 31, 2025, we sold 90 Consolidated Properties, and additional outparcels at certain properties, and generated approximately $1.0 billion of gross proceeds.
Current wording
From the approval of the Plan of Sale on October 24, 2022 through June 30, 2025, we sold 91 Consolidated Properties, and additional outparcels at certain properties, and generated approximately $1.1 billion of gross proceeds.
Previous wording
From the approval of the Plan of Sale on October 24, 2022 through March 31, 2025, we sold our interests in 10 Unconsolidated Properties and generated approximately $151.5 million of gross proceeds.
Current wording
From the approval of the Plan of Sale on October 24, 2022 through June 30, 2025, we sold our interests in 12 Unconsolidated Properties and generated approximately $159.6 million of gross proceeds.
Previous wording
As of May 15, 2025, we had one asset owned by our consolidated joint venture under contract for sale subject to customary due diligence for total anticipated proceeds of $14.0 million and is subject to closing conditions.
Current wording
As of August 14, 2025, we had three assets under contract for sale for total anticipated proceeds of $109.8 million. One asset is a development asset and is subject to a pursuit of a master plan amendment and customary due diligence. All are subject to closing conditions.
Previous wording
During the three months ended March 31, 2025, we did not make any payments against the principal of the Term Loan Facility. Our outstanding balance as of March 31, 2025, is $240.0 million.
Current wording
During the six months ended June 30, 2025, we repaid $40.0 million against the principal of the Term Loan Facility. Our outstanding balance as of June 30, 2025, is $200.0 million.
Previous wording
Cash Flows for the Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024
Current wording
Cash Flows for the Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
Previous wording
The following table summarizes the Company’s cash flow activities for the three months ended March 31, 2025 and 2024, respectively (in thousands):
Current wording
The following table summarizes the Company’s cash flow activities for the six months ended June 30, 2025 and 2024, respectively (in thousands):
Previous wording
In 2025, $28.8 million of net proceeds from the sale of real estate and $4.4 of distributions from unconsolidated entities offset by development of real estate of ($13.3) million; and
Current wording
In 2025, $51.6 million of net proceeds from the sale of real estate, $8.1 million of net proceeds from the sale of interests in unconsolidated entities and $4.9 of distributions from unconsolidated entities offset by development of real estate of ($18.0) million; and
Previous wording
In 2024, $44.3 million of net proceeds from the sale of real estate, offset by development of real estate of ($12.5) million and investments in unconsolidated entities of ($2.9) million.
Current wording
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.
Previous wording
In 2024, ($30.0) million cash repayment of Term Loan Facility principal and cash payments of preferred dividends, ($1.2) million.
Current wording
In 2024, ($80.0) million cash repayment of Term Loan Facility principal and cash payments of preferred dividends of ($2.5) million.
Previous wording
The Company’s Board of Trustees did not declare dividends on the Company’s Class A common shares during the three months ended March 31, 2025 and 2024, respectively. The last dividend on the Company’s Class A and C common shares that the Board of Trustees declared was on February 25, 2019, which was paid on April 11, 2019 to shareholders of record on March 29, 2019.
Current wording
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, 2025 and 2024, respectively. The last dividend on the Company’s Class A and C common shares that the Board of Trustees declared was on February 25, 2019, which was paid on April 11, 2019 to shareholders of record on March 29, 2019.
Previous wording
During the three months ended March 31, 2025, the Company invested $13.3 million in our consolidated properties.
Current wording
During the three and six months ended June 30, 2025, the Company invested $4.6 million and $17.9 million, respectively, in our consolidated properties. The Company also invested $0.4 million in our unconsolidated joint ventures during the three and six months ended June 30, 2025.
Previous wording
During the three months ended March 31, 2024, the Company invested $12.5 million in our consolidated properties and an additional $2.9 million into our unconsolidated joint ventures.
Current wording
During the three and six months ended June 30, 2024, the Company invested $9.9 million and $22.4 million, respectively, in our consolidated properties and an additional $0.3 million and $3.2 million, respectively, in our unconsolidated joint ventures.
Previous wording
-32 - condensed consolidated financial position, results of operations or liquidity of the Company.
Current wording
-35 - condensed consolidated financial position, results of operations or liquidity of the Company.
Previous wording
A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2024 in Management’s Discussion and Analysis of Financial Condition and Results of Operations. For the three months ended March 31, 2025, there were no material changes to these policies.
Current wording
A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2024 in Management’s Discussion and Analysis of Financial Condition and Results of Operations. For the six months ended June 30, 2025, there were no material changes to these policies.
Previous wording
The following table reconciles NOI-cash basis and NOI-cash basis at share to GAAP net loss for the three months ended March 31, 2025 and 2024 (in thousands):
Current wording
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, 2025 and 2024 (in thousands):
Rearranged current paragraphs (7)
Current report — wording carried from elsewhere
The decrease of $1.1 million in interest expense for the three months ended June 30, 2025 was driven by partial Term Loan Facility pay downs during the second half 2024.
Current report — wording carried from elsewhere
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, 2025, as compared to the six months ended June 30, 2024 (in thousands):
Current report — wording carried from elsewhere
General and administrative expenses consist of personnel costs, including share-based compensation, professional fees, office expenses and overhead expenses.
Current report — wording carried from elsewhere
Gain on Sale of Real Estate
Current report — wording carried from elsewhere
Equity in Income (Loss) of Unconsolidated Entities
Current report — wording carried from elsewhere
Our primary uses of cash include the payment of property operating and other expenses, including general and administrative expenses. Rental revenues are not sufficient to cover these expenses.
Current report — wording carried from elsewhere
In 2025, ($40.0) million cash repayment of Term Loan Facility principal and cash payments of preferred dividends of ($2.5) million; and
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Significant components of net cash used in operating activities include: