SUPPLEMENTAL INFORMATION | PERIOD ENDED JUNE 30, 2018 | Exhibit 99.2 ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000001.jpg) |
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![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000002.jpg)
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INTRODUCTION | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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Background
Seritage Growth Properties (NYSE: SRG) (the “Company”) is a fully-integrated, self-administered and self-managed retail REIT with interests in 222 wholly-owned properties and 26 joint venture properties totaling approximately 39 million square feet of gross leasable area (“GLA”) across 49 states and Puerto Rico. Pursuant to a master lease (the “Master Lease”), 144 of the Company’s wholly-owned properties are leased to Sears Holdings Corporation (“Sears Holdings”) and are operated under either the Sears or Kmart brand. The Master Lease provides the Company with the right to recapture certain space from Sears Holdings at each property for retenanting or redevelopment purposes. At 72 properties, diversified, non-Sears tenants occupy a portion of leasable space alongside Sears and Kmart, 55 properties are leased only to third parties and 23 properties are vacant. The Company also owns 50% interests in 26 properties through joint venture investments. A portion of the space at the Company’s joint venture properties is also leased to Sears Holdings under master lease agreements (the “JV Master Leases”) that provide for similar recapture rights as the Master Lease governing the Company’s wholly-owned properties.
On June 11, 2015, Sears Holdings effected a rights offering (the “Rights Offering”) to Sears Holdings stockholders to purchase common shares of Seritage in order to fund, in part, the $2.7 billion acquisition of 234 of Sears Holdings’ owned properties and one of its ground leased properties (the “Wholly Owned Properties”), as well as its 50% interests in three joint ventures that collectively owned 28 properties, ground leased one property and leased two properties (collectively, the “Original JV Properties”) (collectively, the “Transaction”). The Rights Offering ended on July 2, 2015, and the Company’s Class A common shares were listed on the New York Stock Exchange on July 6, 2015.
On July 7, 2015, the Company completed the Transaction with Sears Holdings and commenced operations. The Company’s only operations prior to the completion of the Rights Offering and Transaction were those incidental to the completion of such activities.
General Information
Unless the context indicates otherwise, references in this supplemental information package (the "Supplemental") to "Seritage Growth,” “Seritage,” the “Company,” or “SRG” refer to Seritage Growth Properties and its subsidiaries. Additionally, where reference is made to "GAAP", this refers to accounting principles generally accepted in the United States.
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TABLE OF CONTENTS | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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SERITAGE GROWTH PROPERTIES
SUPPLEMENTAL INFORMATION
PERIOD ENDED JUNE 30, 2018
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COMPANY INFORMATION | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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Company Contacts | | | | | | |
Benjamin Schall | | President and Chief Executive Officer | | Kenneth Lombard | | EVP and Chief Operating Officer |
Brian Dickman | | EVP and Chief Financial Officer | | Matthew Fernand | | EVP and General Counsel |
James Bry | | EVP, Development and Construction | | Mary Rottler | | EVP, Leasing and Operations |
ir@seritage.com | | Investor Relations and Communications | | 646.277.1268 | | |
Summary Information
June 30, 2018
(In thousands, except per share, PSF and ratio amounts)
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
Financial Results | | 2018 | | | 2017 | | | 2018 | | | 2017 | |
Net income (loss) attributable to Seritage common shareholders (page 3) | | $ | (7,996 | ) | | $ | (21,219 | ) | | $ | 1,104 | | | $ | (41,057 | ) |
Total NOI (page 5) | | | 36,460 | | | | 44,722 | | | | 73,339 | | | | 91,612 | |
FFO (page 7) | | | 6,487 | | | | 23,767 | | | | 17,535 | | | | 54,792 | |
Company FFO (page 7) | | | 8,529 | | | | 25,742 | | | | 20,958 | | | | 52,684 | |
Net income (loss) per diluted share attributable to Seritage common shareholders (page 3) | | $ | (0.23 | ) | | $ | (0.63 | ) | | $ | 0.03 | | | $ | (1.22 | ) |
FFO per diluted share (page 7) | | | 0.12 | | | | 0.43 | | | | 0.31 | | | | 0.99 | |
Company FFO per diluted share (page 7) | | | 0.15 | | | | 0.46 | | | | 0.38 | | | | 0.95 | |
Wtd. avg. diluted shares - EPS | | | 35,483 | | | | 33,766 | | | | 35,588 | | | | 33,638 | |
Wtd. avg diluted shares - FFO/share | | | 55,641 | | | | 55,599 | | | | 55,776 | | | | 55,597 | |
Stock trading price range | | $34.64 to $44.53 | | | $38.76 to $44.04 | | | $34.50 to $44.53 | | | $38.76 to $47.31 | |
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Financial Ratios (page 4) | | | | | | | | | | June 30, 2018 | | | December 31, 2017 | |
Total debt to total market capitalization | | | | | | | | | | | 34.1 | % | | | 37.5 | % |
Net debt to adjusted EBITDA | | | | | | | | | | | 8.2 | x | | | 6.5 | x |
Adjusted EBITDA to cash interest expense | | | | | | | | | | | 1.9 | x | | | 2.4 | x |
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Property Data (page 10) | | | | | | | | | | June 30, 2018 | | | December 31, 2017 | |
Number of properties | | | | | | | | | | | 248 | | | | 253 | |
Gross leasable area (total / at share) | | | | | | | | | | 38,720 / 36,390 | | | 39,381 / 37,270 | |
Percentage leased (total / at share) | | | | | | | | | | 81.7% / 81.3% | | | 80.8% / 80.0% | |
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| | | | | | | | | | % of Total | | | | | |
Tenant | | | | | | Annual Rent | | | Annual Rent | | | Annual Rent PSF | |
Sears Holdings | | | | | | $ | 96,567 | | | | 43.1 | % | | $ | 4.54 | |
In-Place Third-Party Leases | | | | | | | 56,778 | | | | 25.4 | % | | | 13.04 | |
SNO Third-Party Leases | | | | | | | 70,560 | | | | 31.5 | % | | | 17.80 | |
Total | | | | | | $ | 223,905 | | | | 100.0 | % | | $ | 7.57 | |
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Tenant | | | | | | Annual Rent | | | Annual Rent | | | Annual Rent PSF | |
Sears Holdings | | | | | | $ | 131,490 | | | | 56.1 | % | | $ | 4.51 | |
In-Place Third-Party Leases | | | | | | | 47,232 | | | | 20.1 | % | | | 12.98 | |
SNO Third-Party Leases | | | | | | | 55,762 | | | | 23.8 | % | | | 18.98 | |
Total | | | | | | $ | 234,484 | | | | 100.0 | % | | $ | 6.57 | |
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CONSOLIDATED FINANCIAL STATEMENTS | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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Consolidated Balance Sheet (unaudited)
June 30, 2018
(In thousands, except share and per share amounts)
| | June 30, 2018 | | | December 31, 2017 | |
ASSETS | | | | | | | | |
Investment in real estate | | | | | | | | |
Land | | $ | 711,261 | | | $ | 799,971 | |
Buildings and improvements | | | 860,739 | | | | 829,168 | |
Accumulated depreciation | | | (157,991 | ) | | | (139,483 | ) |
| | | 1,414,009 | | | | 1,489,656 | |
Construction in progress | | | 209,237 | | | | 224,904 | |
Net investment in real estate | | | 1,623,246 | | | | 1,714,560 | |
Real estate held for sale | | | 15,139 | | | | — | |
Investment in unconsolidated joint ventures | | | 392,743 | | | | 282,990 | |
Cash and cash equivalents | | | 100,448 | | | | 241,569 | |
Restricted cash | | | 166,458 | | | | 175,665 | |
Tenant and other receivables, net | | | 43,911 | | | | 30,787 | |
Lease intangible assets, net | | | 251,303 | | | | 310,098 | |
Prepaid expenses, deferred expenses and other assets, net | | | 21,360 | | | | 20,148 | |
Total assets | | $ | 2,614,608 | | | $ | 2,775,817 | |
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LIABILITIES AND EQUITY | | | | | | | | |
Liabilities | | | | | | | | |
Mortgage loans payable, net | | $ | 1,073,762 | | | $ | 1,202,314 | |
Unsecured term loan, net | | | 144,111 | | | | 143,210 | |
Accounts payable, accrued expenses and other liabilities | | | 97,541 | | | | 109,433 | |
Total liabilities | | | 1,315,414 | | | | 1,454,957 | |
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Commitments and contingencies | | | | | | | | |
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Shareholders' Equity | | | | | | | | |
Class A common shares $0.01 par value; 100,000,000 shares authorized; 35,678,749 and 32,415,734 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively | | | 356 | | | | 324 | |
Class B common shares $0.01 par value; 5,000,000 shares authorized; 1,322,365 and 1,328,866 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively | | | 13 | | | | 13 | |
Class C common shares $0.01 par value; 50,000,000 shares authorized; 850 and 3,151,131 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively | | | — | | | | 31 | |
Series A preferred shares $0.01 par value; 10,000,000 shares authorized; 2,800,000 shares issued and outstanding as of June 30, 2018 and December 31, 2017; liquidation preference of $70,000 | | | 28 | | | | 28 | |
Additional paid-in capital | | | 1,122,251 | | | | 1,116,060 | |
Accumulated deficit | | | (246,650 | ) | | | (229,760 | ) |
Total shareholders' equity | | | 875,998 | | | | 886,696 | |
Non-controlling interests | | | 423,196 | | | | 434,164 | |
Total equity | | | 1,299,194 | | | | 1,320,860 | |
Total liabilities and equity | | $ | 2,614,608 | | | $ | 2,775,817 | |
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CONSOLIDATED FINANCIAL STATEMENTS | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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Consolidated Statements of Operations (unaudited)
June 30, 2018
(In thousands, except per share amounts)
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2018 | | | 2017 | | | 2018 | | | 2017 | |
REVENUE | | | | | | | | | | | | | | | | |
Rental income | | $ | 35,839 | | | $ | 42,185 | | | $ | 72,918 | | | $ | 91,359 | |
Tenant reimbursements | | | 12,517 | | | | 15,708 | | | | 29,215 | | | | 31,932 | |
Management and other fee income | | | 914 | | | | — | | | | 914 | | | | — | |
Total revenue | | | 49,270 | | | | 57,893 | | | | 103,047 | | | | 123,291 | |
EXPENSES | | | | | | | | | | | | | | | | |
Property operating | | | 6,533 | | | | 4,932 | | | | 13,774 | | | | 9,674 | |
Real estate taxes | | | 9,217 | | | | 11,950 | | | | 20,598 | | | | 24,372 | |
Depreciation and amortization | | | 49,551 | | | | 50,571 | | | | 84,218 | | | | 109,234 | |
General and administrative | | | 8,673 | | | | 5,093 | | | | 16,470 | | | | 11,367 | |
Provision for doubtful accounts | | | 109 | | | | 12 | | | | 170 | | | | 51 | |
Total expenses | | | 74,083 | | | | 72,558 | | | | 135,230 | | | | 154,698 | |
Operating loss | | | (24,813 | ) | | | (14,665 | ) | | | (32,183 | ) | | | (31,407 | ) |
Equity in loss of unconsolidated joint ventures | | | (2,158 | ) | | | (1,542 | ) | | | (4,740 | ) | | | (540 | ) |
Interest and other income | | | 456 | | | | 42 | | | | 1,136 | | | | 120 | |
Interest expense | | | (17,862 | ) | | | (18,431 | ) | | | (34,281 | ) | | | (35,023 | ) |
Unrealized loss on interest rate cap | | | (172 | ) | | | (124 | ) | | | (7 | ) | | | (595 | ) |
Loss before income taxes | | | (44,549 | ) | | | (34,720 | ) | | | (70,075 | ) | | | (67,445 | ) |
Provision for income taxes | | | (240 | ) | | | (147 | ) | | | (344 | ) | | | (266 | ) |
Loss before gain on sale of real estate | | | (44,789 | ) | | | (34,867 | ) | | | (70,419 | ) | | | (67,711 | ) |
Gain on sale of real estate | | | 34,187 | | | | — | | | | 76,018 | | | | — | |
Net income (loss) | | | (10,602 | ) | | | (34,867 | ) | | | 5,599 | | | | (67,711 | ) |
Net (income) loss attributable to non-controlling interests | | | 3,831 | | | | 13,648 | | | | (2,042 | ) | | | 26,654 | |
Net income (loss) attributable to Seritage | | $ | (6,771 | ) | | $ | (21,219 | ) | | $ | 3,557 | | | $ | (41,057 | ) |
Preferred dividends | | | (1,225 | ) | | | — | | | | (2,453 | ) | | | — | |
Net income (loss) attributable to Seritage common shareholders | | $ | (7,996 | ) | | $ | (21,219 | ) | | $ | 1,104 | | | $ | (41,057 | ) |
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Net income (loss) per share attributable to Seritage Class A and Class C common shareholders - Basic | | $ | (0.23 | ) | | $ | (0.63 | ) | | $ | 0.03 | | | $ | (1.22 | ) |
Net income (loss) per share attributable to Seritage Class A and Class C common shareholders - Diluted | | $ | (0.23 | ) | | $ | (0.63 | ) | | $ | 0.03 | | | $ | (1.22 | ) |
Weighted average Class A and Class C common shares outstanding - Basic | | | 35,483 | | | | 33,766 | | | | 35,449 | | | | 33,638 | |
Weighted average Class A and Class C common shares outstanding - Diluted | | | 35,483 | | | | 33,766 | | | | 35,588 | | | | 33,638 | |
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SUPPLEMENTAL FINANCIAL INFORMATION | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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Market Capitalization and Financial Ratios
June 30, 2018
(In thousands, except per share and ratio amounts)
| | As of | | | As of | |
Equity Market Capitalization | | June 30, 2018 | | | December 31, 2017 | |
Class A common shares outstanding | | | 35,679 | | | | 32,416 | |
Class C common shares outstanding | | | 1 | | | | 3,151 | |
OP units outstanding | | | 20,119 | | | | 20,218 | |
Total shares & units outstanding | | | 55,799 | | | | 55,785 | |
Share Price | | $ | 42.43 | | | $ | 40.46 | |
Equity market capitalization | | $ | 2,367,545 | | | $ | 2,257,061 | |
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Total Market Capitalization | | | | | | | | |
Equity market capitalization | | $ | 2,367,545 | | | $ | 2,257,061 | |
Total debt | | | 1,224,147 | | | | 1,355,562 | |
Total market capitalization | | $ | 3,591,692 | | | $ | 3,612,623 | |
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Financial Ratios | | | | | | | | |
Total debt to total market capitalization | | | 34.1 | % | | | 37.5 | % |
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Total debt | | $ | 1,224,147 | | | $ | 1,355,562 | |
Cash and cash equivalents | | | (100,448 | ) | | | (241,569 | ) |
Restricted cash | | | (166,458 | ) | | | (175,665 | ) |
Net Debt | | $ | 957,241 | | | $ | 938,328 | |
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Net debt to Adjusted EBITDA (1) | | | 8.2 | x | | | 6.5 | x |
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Gross real estate investments | | $ | 2,271,214 | | | $ | 2,397,731 | |
Investment in unconsolidated joint ventures | | | 392,743 | | | | 282,990 | |
Total real estate investments | | $ | 2,663,957 | | | $ | 2,680,721 | |
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Net debt to total real estate investments | | | 35.9 | % | | | 35.0 | % |
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Interest expense (net of amounts capitalized) (1) | | $ | 69,370 | | | $ | 70,012 | |
Amortization of deferred financing costs (1) | | | (8,249 | ) | | | (8,719 | ) |
Cash interest expense (net of amounts capitalized) (1) | | $ | 61,121 | | | $ | 61,293 | |
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Adjusted EBITDA to cash interest expense (net of amounts capitalized) (1) | | | 1.9 | x | | | 2.4 | x |
(1) | For the twelve months ended June 30, 2018 and December 31, 2017, respectively. |
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SUPPLEMENTAL FINANCIAL INFORMATION | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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Total Net Operating Income
June 30, 2018
(In thousands)
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
NOI and Total NOI | | 2018 | | | 2017 | | | 2018 | | | 2017 | |
Net income (loss) | | $ | (10,602 | ) | | $ | (34,867 | ) | | $ | 5,599 | | | $ | (67,711 | ) |
Termination fee income | | | — | | | | (628 | ) | | | (174 | ) | | | (6,764 | ) |
Management and other fee income | | | (914 | ) | | | — | | | | (914 | ) | | | — | |
Depreciation and amortization | | | 49,551 | | | | 50,571 | | | | 84,218 | | | | 109,234 | |
General and administrative expenses | | | 8,673 | | | | 5,093 | | | | 16,470 | | | | 11,367 | |
Equity in loss (income) of unconsolidated joint ventures | | | 2,158 | | | | 1,542 | | | | 4,740 | | | | 540 | |
Gain on sale of real estate | | | (34,187 | ) | | | — | | | | (76,018 | ) | | | — | |
Interest and other income | | | (456 | ) | | | (42 | ) | | | (1,136 | ) | | | (120 | ) |
Interest expense | | | 17,862 | | | | 18,431 | | | | 34,281 | | | | 35,023 | |
Unrealized loss on interest rate cap | | | 172 | | | | 124 | | | | 7 | | | | 595 | |
Provision for income taxes | | | 240 | | | | 147 | | | | 344 | | | | 266 | |
NOI | | $ | 32,497 | | | $ | 40,371 | | | $ | 67,417 | | | $ | 82,430 | |
NOI of unconsolidated joint ventures | | | 5,007 | | | | 6,987 | | | | 9,765 | | | | 13,498 | |
Straight-line rent adjustment (1) | | | (606 | ) | | | (2,177 | ) | | | (3,174 | ) | | | (3,626 | ) |
Above/below market rental income/expense (1) | | | (438 | ) | | | (459 | ) | | | (669 | ) | | | (690 | ) |
Total NOI | | $ | 36,460 | | | $ | 44,722 | | | $ | 73,339 | | | $ | 91,612 | |
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Annualized Total NOI | | 2018 | | | 2017 | |
Total NOI (per above) | | $ | 36,460 | | | $ | 44,722 | |
Period adjustments (2) | | | 189 | | | | 11 | |
Adjusted Total NOI | | | 36,649 | | | | 44,733 | |
Annualize | | | x 4 | | | | x 4 | |
Adjusted Total NOI annualized | | | 146,596 | | | | 178,932 | |
Plus: estimated annual Total NOI from SNO leases | | | 68,870 | | | | 54,147 | |
Less: estimated annual Total NOI from associated space to be recaptured from Sears | | | (6,370 | ) | | | (4,839 | ) |
Annualized Total NOI | | $ | 209,096 | | | $ | 228,240 | |
(1) | Includes adjustments for unconsolidated joint ventures. |
(2) | Includes adjustments to account for leases not in place for the full period. |
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SUPPLEMENTAL FINANCIAL INFORMATION | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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EBITDAre and Company EBITDA
June 30, 2018
(In thousands)
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
EBITDAre and Company EBITDA | | 2018 | | | 2017 | | | 2018 | | | 2017 | |
Net income (loss) | | $ | (10,602 | ) | | $ | (34,867 | ) | | $ | 5,599 | | | $ | (67,711 | ) |
Interest expense | | | 17,862 | | | | 18,431 | | | | 34,281 | | | | 35,023 | |
Provision for income and other taxes | | | 240 | | | | 147 | | | | 344 | | | | 266 | |
Depreciation and amortization | | | 49,551 | | | | 50,571 | | | | 84,218 | | | | 109,234 | |
Depreciation and amortization (unconsolidated joint ventures) | | | 3,516 | | | | 8,363 | | | | 7,309 | | | | 13,828 | |
Gain on sale of real estate | | | (34,187 | ) | | | — | | | | (76,018 | ) | | | — | |
EBITDAre | | $ | 26,380 | | | $ | 42,645 | | | $ | 55,733 | | | $ | 90,640 | |
Termination fee income | | | — | | | | (628 | ) | | | (174 | ) | | | (6,764 | ) |
Unrealized loss on interest rate cap | | | 172 | | | | 124 | | | | 7 | | | | 595 | |
Company EBITDA | | $ | 26,552 | | | $ | 42,141 | | | $ | 55,566 | | | $ | 84,471 | |
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SUPPLEMENTAL FINANCIAL INFORMATION | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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Funds from Operations and Company FFO
June 30, 2018
(In thousands, except per share amounts)
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
FFO and Company FFO | | 2018 | | | 2017 | | | 2018 | | | 2017 | |
Net income (loss) | | $ | (10,602 | ) | | $ | (34,867 | ) | | $ | 5,599 | | | $ | (67,711 | ) |
Real estate depreciation and amortization (consolidated properties) | | | 48,985 | | | | 50,271 | | | | 83,098 | | | | 108,675 | |
Real estate depreciation and amortization (unconsolidated joint ventures) | | | 3,516 | | | | 8,363 | | | | 7,309 | | | | 13,828 | |
Gain on sale of real estate | | | (34,187 | ) | | | — | | | | (76,018 | ) | | | — | |
Dividends on preferred shares | | | (1,225 | ) | | | — | | | | (2,453 | ) | | | — | |
FFO attributable to common shareholders and unitholders | | $ | 6,487 | | | $ | 23,767 | | | $ | 17,535 | | | $ | 54,792 | |
Termination fee income | | | — | | | | (628 | ) | | | (174 | ) | | | (6,764 | ) |
Unrealized loss on interest rate cap | | | 172 | | | | 124 | | | | 7 | | | | 595 | |
Amortization of deferred financing costs | | | 1,870 | | | | 2,479 | | | | 3,590 | | | | 4,061 | |
Company FFO attributable to common shareholders and unitholders | | $ | 8,529 | | | $ | 25,742 | | | $ | 20,958 | | | $ | 52,684 | |
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FFO per diluted common share and unit | | $ | 0.12 | | | $ | 0.43 | | | $ | 0.31 | | | $ | 0.99 | |
Company FFO per diluted common share and unit | | $ | 0.15 | | | $ | 0.46 | | | $ | 0.38 | | | $ | 0.95 | |
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Weighted Average Common Shares and Units Outstanding | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding | | | 35,483 | | | | 33,766 | | | | 35,588 | | | | 33,638 | |
Weighted average OP units outstanding | | | 20,158 | | | | 21,833 | | | | 20,188 | | | | 21,959 | |
Weighted average common shares and units outstanding | | | 55,641 | | | | 55,599 | | | | 55,776 | | | | 55,597 | |
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SUPPLEMENTAL FINANCIAL INFORMATION | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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Additional Information
June 30, 2018
(In thousands)
| | As of | | | As of | |
Debt Summary | | June 30, 2018 | | | December 31, 2017 | |
Mortgage notes payable (1) | | $ | 1,079,147 | | | $ | 1,210,562 | |
Interest rate | | LIBOR + 485 | | | LIBOR + 470 | |
Maturity | | July 2019 | | | July 2019 | |
Extension options (subject to terms and conditions) | | (2) one-year options | | | (2) one-year options | |
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Unsecured Term Loan (1) | | $ | 145,000 | | | $ | 145,000 | |
Interest rate | | | 6.75 | % | | | 6.75 | % |
Maturity | | December 2018 | | | December 2018 | |
| | | | | | | | |
Restricted Cash | | | | | | | | |
Reserve for redevelopment projects / capital expenditures | | $ | 123,592 | | | $ | 137,996 | |
Reserve for property operating expenses | | | 26,385 | | | | 21,735 | |
Reserve for environmental remediation | | | 10,356 | | | | 10,751 | |
Other, including prepaid rental income | | | 3,620 | | | | 2,679 | |
Reserve for deferred maintenance | | | 2,505 | | | | 2,504 | |
Total restricted cash | | $ | 166,458 | | | $ | 175,665 | |
| | | | | | | | |
Prepaid Expenses, Deferred Expenses and Other Assets | | | | | | | | |
Deferred expenses | | $ | 7,234 | | | $ | 4,813 | |
FF&E | | | 6,029 | | | | 6,290 | |
Other assets | | | 4,752 | | | | 2,493 | |
Prepaid real estate taxes | | | 1,803 | | | | 2,732 | |
Other prepaid expenses | | | 1,258 | | | | 1,445 | |
Prepaid insurance | | | 268 | | | | 2,352 | |
Interest rate cap | | | 16 | | | | 23 | |
Total prepaid expenses, deferred expenses and other assets | | $ | 21,360 | | | $ | 20,148 | |
| | | | | | | | |
Accounts Payable, Accrued Expenses and Other Liabilities | | | | | | | | |
Accrued real estate taxes | | $ | 15,972 | | | $ | 17,091 | |
Dividends payable | | | 14,540 | | | | 14,559 | |
Accrued development expenditures | | | 14,465 | | | | 21,449 | |
Below-market leases | | | 13,430 | | | | 14,476 | |
Accounts payable and accrued expenses | | | 13,309 | | | | 9,588 | |
Environmental reserve | | | 10,753 | | | | 11,322 | |
Prepaid rental income | | | 5,982 | | | | 4,156 | |
Unearned tenant reimbursements | | | 3,298 | | | | 10,522 | |
Accrued interest | | | 3,211 | | | | 3,689 | |
Deferred maintenance | | | 2,581 | | | | 2,581 | |
Total accounts payable, accrued expenses and other liabilities | | $ | 97,541 | | | $ | 109,433 | |
(1) | Subsequent to June 30, 2018, the Company fully repaid this debt and entered into a new $2.0 billion term loan facility. |
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Additional Information (cont’d)
June 30, 2018
(In thousands, except per share amounts)
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
Select Non-Cash Items | | 2018 | | | 2017 | | | 2018 | | | 2017 | |
Straight-line rental income | | | | | | | | | | | | | | | | |
Wholly-owned | | $ | 384 | | | $ | 1,945 | | | $ | 2,832 | | | $ | 3,479 | |
Joint ventures | | | 247 | | | | 232 | | | | 362 | | | | 147 | |
Total | | $ | 631 | | | $ | 2,177 | | | $ | 3,194 | | | $ | 3,626 | |
| | | | | | | | | | | | | | | | |
Net amortization of above/below market rental income/expense | | | | | | | | | | | | | | | | |
Wholly-owned | | $ | 180 | | | $ | 399 | | | $ | 414 | | | $ | 594 | |
Joint ventures | | | 200 | | | | 60 | | | | 197 | | | | 96 | |
Total | | $ | 380 | | | $ | 459 | | | $ | 611 | | | $ | 690 | |
| | | | | | | | | | | | | | | | |
Amortization of deferred financing costs | | $ | (3,590 | ) | | $ | (2,478 | ) | | $ | (3,590 | ) | | $ | (4,060 | ) |
Stock-based compensation expense | | | (3,379 | ) | | | (389 | ) | | | (3,379 | ) | | | (779 | ) |
| | | | | | | | | | | | | | | | |
Dividends | | | | | | | | | | | | | | | | |
Dividends per Class A and Class C common share | | $ | 0.25 | | | $ | 0.25 | | | $ | 0.50 | | | $ | 0.50 | |
Declaration date | | April 24, 2018 | | | April 25, 2017 | | | | | | | | | |
Record date | | June 29, 2018 | | | June 30, 2017 | | | | | | | | | |
Payment date | | July 12, 2018 | | | July 13, 2017 | | | | | | | | | |
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Portfolio Overview
June 30, 2018
(In thousands, except number of properties/leases and PSF amounts)
Portfolio Summary
The following table provides a summary of the Company’s portfolio, including JV Properties presented at the Company’s proportional share, as of June 30, 2018:
| | Consolidated | | | Unconsolidated | | | Seritage | |
| | Portfolio | | | Joint Ventures | | | Total | |
Number of properties | | | 222 | | | | 26 | | | | 248 | |
| | | | | | | | | | | | |
Total GLA | | | 34,060 | | | | 4,660 | | | | 38,720 | |
At share | | | 34,060 | | | | 2,330 | | | | 36,390 | |
| | | | | | | | | | | | |
Leased GLA | | | 27,524 | | | | 4,095 | | | | 31,619 | |
At share | | | 27,524 | | | | 2,047 | | | | 29,571 | |
| | | | | | | | | | | | |
Percentage leased | | | 80.8 | % | | | 87.9 | % | | | 81.7 | % |
At share | | | 80.8 | % | | | 87.9 | % | | | 81.3 | % |
Property Type
As of June 30, 2018, the portfolio included 119 properties characterized as attached to regional malls and 129 characterized as shopping center or freestanding properties. The following table provides a summary of the portfolio, including JV Properties presented at the Company’s proportional share, based on these property types and signed leases as of June 30, 2018:
| | Number of | | | Leased | | | Annual | | | Rent | | | | | |
Property Type (1) | | Properties | | | GLA | | | Rent | | | PSF | | | Leased | |
Mall | | | 119 | | | | 16,331 | | | $ | 124,960 | | | $ | 7.65 | | | | 85.4 | % |
Shopping Center | | | 129 | | | | 13,241 | | | | 98,945 | | | | 7.47 | | | | 76.7 | % |
Total | | | 248 | | | | 29,572 | | | $ | 223,905 | | | $ | 7.57 | | | | 81.3 | % |
(1) | Company classification. Mall properties are attached to regional malls; Shopping Center properties include properties attached to, within or adjacent to neighborhood shopping or power centers, as well as freestanding properties. |
Tenant Overview
The following table provides a summary of annual base rent for the portfolio, including JV Properties presented at the Company’s proportional share, based on signed leases as of June 30, 2018:
| | Number of | | | Leased | | | % of Total | | | Annual | | | % of Total | | | Annual | |
Tenant | | Leases | | | GLA | | | Leased GLA | | | Rent | | | Annual Rent | | | Rent PSF | |
Sears Holdings (1) | | | 166 | | | | 21,253 | | | | 71.9 | % | | $ | 96,567 | | | | 43.1 | % | | $ | 4.54 | |
In-place diversified, non-Sears leases | | | 234 | | | | 4,355 | | | | 14.7 | % | | | 56,778 | | | | 25.4 | % | | | 13.04 | |
SNO diversified, non-Sears leases | | | 144 | | | | 3,963 | | | | 13.4 | % | | | 70,560 | | | | 31.5 | % | | | 17.80 | |
Sub-total diversified, non-Sears leases | | | 378 | | | | 8,318 | | | | 28.1 | % | | | 127,338 | | | | 56.9 | % | | | 15.31 | |
Total | | | 544 | | | | 29,571 | | | | 100.0 | % | | $ | 223,905 | | | | 100.0 | % | | $ | 7.57 | |
(1) | Leases reflects number of properties subject to the Master Lease and JV Master Leases. |
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Portfolio Overview (cont’d)
June 30, 2018
(In thousands, except number of properties and PSF amounts)
Top Tenants
The following table lists the top tenants in the portfolio, including JV Properties presented at the Company’s proportional share, based on signed leases as of June 30, 2018:
(dollars in thousands) | | | | | | | | | | | | | | | | | | | | |
| | Number of | | | Annual | | | % of Total | | | | | | | | | |
Tenant | | Leases | | | Rent | | | Annual Rent | | | Concepts/Brands | | | | | | |
Sears Holdings (1) | | | 167 | | | $ | 96,567 | | | | 43.1 | % | | Sears, Sears Auto Center, Kmart |
Round One Entertainment | | | 8 | | | | 7,759 | | | | 3.5 | % | | |
Dave & Busters | | | 7 | | | | 6,328 | | | | 2.8 | % | | |
At Home | | | 10 | | | | 5,896 | | | | 2.6 | % | | |
Burlington Stores | | | 9 | | | | 5,763 | | | | 2.6 | % | | |
Cinemark | | | 4 | | | | 4,899 | | | | 2.2 | % | | |
Dick's Sporting Goods | | | 5 | | | | 4,830 | | | | 2.2 | % | | |
Ross Dress For Less, Inc. | | | 11 | | | | 4,695 | | | | 2.1 | % | | Ross Dress for Less, dd's Discounts |
Nordstrom Rack | | | 6 | | | | 4,385 | | | | 2.0 | % | | |
AMC | | | 3 | | | | 4,202 | | | | 1.9 | % | | |
Blink Fitness | | | 17 | | | | 3,980 | | | | 1.8 | % | | |
Primark | | | 3 | | | | 3,925 | | | | 1.8 | % | | |
TJX | | | 8 | | | | 3,091 | | | | 1.4 | % | | TJ Maxx, Marshalls, HomeGoods, HomeSense, Sierra Trading Post |
Floor & Décor | | | 3 | | | | 3,082 | | | | 1.4 | % | | |
24 Hour Fitness | | | 3 | | | | 2,909 | | | | 1.3 | % | | |
(1) | Leases reflects number of properties subject to the Master Lease and JV Master Leases. |
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Portfolio Overview (cont’d)
June 30, 2018
(In thousands, except number of leases and PSF amounts)
Geographic Summary
The following table sets forth information regarding the geographic diversification of the portfolio, including JV Properties presented at the Company’s proportional share, based on signed leases as of June 30, 2018:
(in thousands except property count and PSF data) | | | | | | | | | | | | | | | | |
| | Number of | | | Annual | | | % of Total | | | Rent | |
State | | Properties | | | Rent | | | Annual Rent | | | PSF | |
California | | | 41 | | | $ | 45,419 | | | | 20.3 | % | | $ | 7.50 | |
Florida | | | 26 | | | | 28,324 | | | | 12.7 | % | | | 8.55 | |
New York | | | 11 | | | | 15,903 | | | | 7.1 | % | | | 11.39 | |
Illinois | | | 11 | | | | 10,156 | | | | 4.5 | % | | | 6.15 | |
Texas | | | 15 | | | | 9,993 | | | | 4.5 | % | | | 6.40 | |
New Jersey | | | 5 | | | | 8,626 | | | | 3.9 | % | | | 15.32 | |
Virginia | | | 6 | | | | 7,798 | | | | 3.5 | % | | | 6.76 | |
Pennsylvania | | | 7 | | | | 7,639 | | | | 3.4 | % | | | 10.80 | |
Puerto Rico | | | 6 | | | | 6,988 | | | | 3.1 | % | | | 7.75 | |
Arizona | | | 11 | | | | 6,917 | | | | 3.1 | % | | | 5.49 | |
Total Top 10 | | | 139 | | | $ | 147,763 | | | | 66.1 | % | | $ | 7.96 | |
Other (1) | | | 109 | | | | 76,142 | | | | 33.9 | % | | | 6.92 | |
Total | | | 248 | | | $ | 223,905 | | | | 100.0 | % | | $ | 7.57 | |
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Leasing Activity
June 30, 2018
(In thousands, except number of leases and PSF amounts)
Signed Leases
The table below provides a summary of the Company’s leasing activity since inception through June 30, 2018, including JV Properties presented at the Company’s proportional share:
(in thousands except number of leases and PSF data) | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total | | | Release of Sears Holdings Space | |
| | | | | | Leased | | | Annual | | | Annual | | | | | | | Leased | | | Annual | | | Annual | | | Releasing | |
Period | | Leases | | | GLA | | | Rent | | | Rent PSF | | | Leases | | | GLA | | | Rent | | | Rent PSF | | | Multiple | |
2015 | | | 9 | | | | 154 | | | $ | 4,650 | | | $ | 30.28 | | | | 6 | | | | 130 | | | $ | 3,820 | | | $ | 29.41 | | | | 4.4 | x |
Q1 2016 | | | 7 | | | | 214 | | | | 6,990 | | | | 32.60 | | | | 7 | | | | 214 | | | | 6,990 | | | | 32.60 | | | | 5.7 | x |
Q2 2016 | | | 15 | | | | 422 | | | | 7,240 | | | | 17.15 | | | | 13 | | | | 363 | | | | 6,440 | | | | 17.75 | | | | 4.7 | x |
Q3 2016 | | | 14 | | | | 543 | | | | 7,470 | | | | 13.74 | | | | 12 | | | | 456 | | | | 6,250 | | | | 13.70 | | | | 4.0 | x |
Q4 2016 | | | 29 | | | | 891 | | | | 14,900 | | | | 16.72 | | | | 27 | | | | 849 | | | | 13,930 | | | | 16.41 | | | | 4.1 | x |
2016 | | | 65 | | | | 2,070 | | | | 36,600 | | | | 17.68 | | | | 59 | | | | 1,882 | | | | 33,610 | | | | 17.86 | | | | 4.5 | x |
Q1 2017 | | | 22 | | | | 535 | | | | 8,780 | | | | 16.41 | | | | 21 | | | | 530 | | | | 8,660 | | | | 16.34 | | | | 4.0 | x |
Q2 2017 | | | 28 | | | | 598 | | | | 11,340 | | | | 18.95 | | | | 26 | | | | 592 | | | | 11,240 | | | | 18.99 | | | | 3.7 | x |
Q3 2017 | | | 21 | | | | 601 | | | | 9,770 | | | | 16.25 | | | | 18 | | | | 486 | | | | 8,730 | | | | 17.97 | | | | 4.6 | x |
Q4 2017 | | | 23 | | | | 872 | | | | 14,827 | | | | 17.00 | | | | 21 | | | | 868 | | | | 14,669 | | | | 16.90 | | | | 3.8 | x |
2017 | | | 94 | | | | 2,606 | | | | 44,717 | | | | 17.16 | | | | 86 | | | | 2,476 | | | | 43,299 | | | | 17.49 | | | | 4.0 | x |
Q1 2018 | | | 20 | | | | 391 | | | | 7,915 | | | | 20.24 | | | | 19 | | | | 389 | | | | 7,891 | | | | 20.29 | | | | 4.1 | x |
Q2 2018 | | | 43 | | | | 853 | | | | 12,100 | | | | 14.19 | | | | 43 | | | | 853 | | | | 12,100 | | | | 14.19 | | | | 3.6 | x |
Total | | | 231 | | | | 6,074 | | | $ | 105,982 | | | $ | 17.45 | | | | 213 | | | | 5,730 | | | $ | 100,720 | | | $ | 17.58 | | | | 4.1 | x |
SNO Lease Summary
The table below provides a summary of the Company’s SNO leases from March 31, 2018 to June 30, 2018, including JV Properties presented at the Company’s proportional share:
(in thousands except number of leases and PSF data) | | | | | | | | | | Total | |
| | Number of | | | | | | | Annual | | | Annual | |
| | SNO Leases | | | GLA | | | Rent | | | Rent PSF | |
As of March 31, 2018 | | | 121 | | | | 3,465 | | | $ | 64,914 | | | $ | 18.73 | |
Opened | | | (18 | ) | | | (317 | ) | | | (5,681 | ) | | | 17.92 | |
Sold / contributed to JVs / terminated | | | (2 | ) | | | (38 | ) | | | (775 | ) | | | 20.39 | |
Signed | | | 43 | | | | 853 | | | | 12,100 | | | | 14.19 | |
As of June 30, 2018 | | | 144 | | | | 3,963 | | | $ | 70,560 | | | $ | 17.80 | |
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Redevelopment Projects
June 30, 2018
(In thousands, except number of leases)
The table below summarizes the Company’s wholly-owned development activity from inception through June 30, 2018:
(in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Estimated | | | Estimated | | | | | | | | | | | | | | | Estimated |
| | Number | | | Project | | | Development | | | Project | | | Projected Annual Income (2) | | | Incremental |
Estimated Project Costs (1) | | of Projects | | | Square Feet | | | Costs (1) | | | Costs (1) | | | Total | | | Existing | | | Incremental | | | Yield (3) |
< $10,000 | | | 25 | | | | 1,684 | | | $ | 118,200 | | | $ | 118,200 | | | $ | 20,500 | | | $ | 4,700 | | | $ | 15,800 | | | |
$10,001 - $20,000 (4) | | | 29 | | | | 3,001 | | | | 380,700 | | | | 400,600 | | | | 57,200 | | | | 15,200 | | | | 41,800 | | | |
> $20,001 | | | 19 | | | | 3,230 | | | | 706,500 | | | | 762,400 | | | | 104,300 | | | | 21,800 | | | | 82,500 | | | |
Announced projects | | | 73 | | | | 7,915 | | | $ | 1,205,400 | | | $ | 1,281,200 | | | $ | 182,000 | | | $ | 41,700 | | | $ | 140,100 | | | 10.5 - 11.5% |
Acquired projects | | | 15 | | | | | | | | 63,600 | | | | 63,600 | | | | | | | | | | | | | | | |
Total projects | | | 88 | | | | | | | $ | 1,269,000 | | | $ | 1,344,800 | | | | | | | | | | | | | | | |
(1) | Total estimated development costs exclude, and total estimated project costs include, termination fees to recapture 100% of certain properties. |
(2) | Projected annual income includes assumptions on stabilized rents to be achieved for space under redevelopment. There can be no assurance that stabilized rent targets will be achieved. |
(3) | Projected incremental annual income divided by total estimated project costs. |
(4) | Includes Saugus, MA project which has been temporarily postponed while the Company identifies a new lead tenant. |
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Redevelopment Projects (cont’d)
June 30, 2018
(In thousands, except number of leases)
The tables below provide brief descriptions of each of the redevelopment projects originated on the Company’s platform since its inception:
Total Project Costs under $10 Million |
| | | | | | | | | | | | Total | | | Estimated | | Estimated |
| | | | | | | | | | | | Project | | | Construction | | Substantial |
Property | | Description | | Square Feet | | | Start | | Completion |
King of Prussia, PA | | Repurpose former auto center space for Outback Steakhouse, Yard House and small shop retail | | | 29,100 | | | Complete |
Merrillville, IN | | Termination property; redevelop existing store for At Home and small shop retail | | | 132,000 | | | Complete |
Elkhart, IN | | Termination property; existing store has been released to Big R Stores | | | 86,500 | | | Complete |
San Antonio, TX | | Recapture and repurpose auto center space for Orvis, Jared's Jeweler, Shake Shack and small shop retail | | | 18,900 | | | Complete |
Bowie, MD | | Recapture and repurpose auto center space for BJ's Brewhouse | | | 8,200 | | | Complete |
Troy, MI | | Partial recapture; redevelop existing store for At Home | | | 100,000 | | | Complete |
Roseville, MI | | Partial recapture; redevelop existing store for At Home | | | 100,400 | | | Complete |
Rehoboth Beach, DE | | Partial recapture; redevelop existing store for andThat! and PetSmart | | | 56,700 | | | Complete |
Henderson, NV | | Termination property; redevelop existing store for At Home, Seafood City, Blink Fitness and additional retail | | | 144,400 | | | Complete |
Cullman, AL | | Termination property; redevelop existing store for Bargain Hunt, Tractor Supply and Planet Fitness | | | 99,000 | | | Complete |
Albany, NY | | Recapture and repurpose auto center space for BJ's Brewhouse, Ethan Allen and additional small shop retail | | | 28,000 | | | Substantially complete |
Hagerstown, MD | | Recapture and repurpose auto center space for BJ's Brewhouse, Verizon and additional retail Note: property sold in Q2 2018 | | | 15,400 | | | Substantially complete |
Jefferson City, MO | | Termination property; redevelop existing store for Orscheln Farm and Home | | | 96,000 | | | Substantially complete |
Kearney, NE | | Termination property; redevelop existing store for Marshall's, PetSmart and additional junior anchors | | | 92,500 | | | Substantially complete |
Ft. Wayne, IN | | Site densification (project expansion); new outparcels for BJ's Brewhouse and Chick-Fil-A | | | 12,000 | | | Substantially complete |
Guaynabo, PR | | Partial recapture; redevelop existing store for Planet Fitness, Capri and additional retail and restaurants | | | 56,100 | | | Underway | | Q3 2018 |
Florissant, MO | | Site densification; new outparcel for Chick-Fil-A | | | 5,000 | | | Underway | | Q3 2018 |
Dayton, OH | | Recapture and repurpose auto center space for Outback Steakhouse and additional restaurants | | | 14,100 | | | Underway | | Q4 2018 |
New Iberia, LA | | Termination property; redevelop existing store for Rouses Supermarkets, Hobby Lobby and small shop retail | | | 93,100 | | | Underway | | Q1 2019 |
North Little Rock, AR | | Recapture and repurpose auto center space for LongHorn Steakhouse and additional small shop retail | | | 17,300 | | | Underway | | Q2 2019 |
St. Clair Shores, MI | | 100% recapture; demolish existing store and develop site for new Kroger grocery store | | | 107,200 | | | Underway | | Q2 2019 |
Hopkinsville, KY | | Termination property; redevelop existing store for Bargain Hunt, Farmer's Furniture and additional junior anchors and small shop retail | | | 87,900 | | | Q3 2018 | | Q2 2019 |
Mt. Pleasant, PA | | Termination property; redevelop existing store for Aldi, Big Lots and additional retail | | | 86,300 | | | Q3 2018 | | Q3 2019 |
Oklahoma City, OK | | Site densification; new fitness center for Vasa Fitness | | | 59,500 | | | Q3 2018 | | Q3 2019 |
Gainesville, FL | | Termination property; redevelop existing store for Florida Clinical Practice Association / University of Florida College of Medicine | | | 139,100 | | | Q4 2018 | | Q4 2019 |
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Redevelopment Projects (cont’d)
June 30, 2018
(In thousands, except number of leases)
Total Project Costs $10 - $20 Million |
| | | | | | | | | | | | Total | | | Estimated | | Estimated |
| | | | | | | | | | | | Project | | | Construction | | Substantial |
Property | | Description | | Square Feet | | | Start | | Completion |
Braintree, MA | | 100% recapture; redevelop existing store for Nordstrom Rack, Saks OFF 5th and additional retail | | | 90,000 | | | Complete |
Honolulu, HI | | 100% recapture; redevelop existing store for Longs Drugs (CVS), PetSmart and Ross Dress for Less | | | 79,000 | | | Complete |
Anderson, SC | | 100% recapture (project expansion); redevelop existing store for Burlington Stores, Gold's Gym, Sportsman's Warehouse, additional retail and restaurants | | | 111,300 | | | Complete |
West Jordan, UT | | Partial recapture; redevelop existing store and attached auto center for Burlington Stores and additional retail | | | 81,400 | | | Substantially complete |
Madison, WI | | Partial recapture; redevelop existing store for Dave & Busters, Total Wine & More, additional retail and restaurants | | | 75,300 | | | Substantially complete |
Thornton, CO | | Termination property; redevelop existing store for Vasa Fitness and additional junior anchors | | | 191,600 | | | Substantially complete |
Springfield, IL | | Termination property; redevelop existing store for Burlington Stores, Binny's Beverage Depot, Marshall's, Orangetheory Fitness, Outback Steakhouse, CoreLife Eatery and additional small shop retail | | | 133,400 | | | Substantially complete |
Orlando, FL | | 100% recapture; demolish and construct new buildings for Floor & Décor, Orchard Supply Hardware, LongHorn Steakhouse, Mission BBQ, Olive Garden and additional small shop retail and restaurants | | | 139,200 | | | Substantially complete |
Cockeysville, MD | | Partial recapture; redevelop existing store for HomeGoods, Michael's Stores, additional junior anchors and restaurants | | | 83,500 | | | Underway | | Q3 2018 |
Charleston, SC | | 100% recapture (project expansion); redevelop existing store and detached auto center for Burlington Stores and additional retail | | | 126,700 | | | Underway | | Q3 2018 |
North Hollywood, CA | | Partial recapture; redevelop existing store for Burlington Stores and Ross Dress for Less | | | 79,800 | | | Underway | | Q3 2018 |
Salem, NH | | Site densification; new theatre for Cinemark Recapture and repurpose auto center for restaurant space | | | 71,200 | | | Underway | | Q3 2018 |
Paducah, KY | | Termination property; redevelop existing store for Burlington Stores, Ross Dress for Less and additional retail | | | 102,300 | | | Underway | | Q3 2018 |
Fairfax, VA | | Partial recapture; redevelop existing store and attached auto center for Dave & Busters, Seasons 52, additional junior anchors and restaurants | | | 110,300 | | | Underway | | Q4 2018 |
North Miami, FL | | 100% recapture; redevelop existing store for Blink Fitness, Burlington Stores, Michael's and Ross Dress for Less | | | 124,300 | | | Underway | | Q4 2018 |
Hialeah, FL | | 100% recapture; redevelop existing store for Bed, Bath & Beyond, Ross Dress for Less and dd's Discounts to join current tenant, Aldi | | | 88,400 | | | Underway | | Q4 2018 |
Warwick, RI | | Termination property (project expansion); redevelop existing store and detached auto center for At Home, BJ's Brewhouse, Raymour & Flanigan and additional retail | | | 190,700 | | | Underway | | Q4 2018 |
Temecula, CA | | Partial recapture; redevelop existing store and detached auto center for Round One, small shop retail and restaurants | | | 65,100 | | | Underway | | Q4 2018 |
Canton, OH | | Partial recapture; redevelop existing store for Dave & Busters and restaurants | | | 83,900 | | | Underway | | Q2 2019 |
North Riverside, IL | | Partial recapture; redevelop existing store and detached auto center for Blink Fitness, Round One and additional junior anchors, small shop retail and restaurants | | | 103,900 | | | Underway | | Q2 2019 |
Olean, NY | | Termination property (project expansion); redevelop existing store for Marshall's, Ollie's Bargain Basement and additional retail | | | 125,700 | | | Underway | | Q2 2019 |
Las Vegas, NV | | Partial recapture; redevelop existing store for Round One and additional retail | | | 78,800 | | | Q3 2018 | | Q3 2019 |
Yorktown Heights, NY | | Partial recapture; redevelop existing store for 24 Hour Fitness and additional retail | | | 85,200 | | | Q3 2018 | | Q4 2019 |
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PROPERTY INFORMATION | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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Redevelopment Projects (cont’d) | | | | | | | | |
June 30, 2018 | | | | | | | | | | |
(In thousands, except number of leases) | | | | | | | | |
| | | | | | | | | | |
Total Project Costs $10 - $20 Million (cont’d) |
| | | | | | | | | | | | Total | | | Estimated | | Estimated |
| | | | | | | | | | | | Project | | | Construction | | Substantial |
Property | | Description | | Square Feet | | | Start | | Completion |
Santa Cruz, CA | | Partial recapture; redevelop existing store for TJ Maxx, HomeGoods and additional junior anchors | | | 62,200 | | | Q4 2018 | | Q4 2019 |
El Paso, TX | | Termination property; redevelop existing store for Ross Dress for Less, dd's Discounts and additional retail | | | 114,700 | | | Q4 2018 | | Q4 2019 |
Warrenton, VA | | Termination property; redevelop existing store for Homegoods and additional retail | | | 97,300 | | | Q1 2019 | | Q3 2019 |
Pensacola, FL | | Termination property; redevelop existing store for Lucky's Market, large format retail and restaurants | | | 134,700 | | | Q1 2019 | | Q1 2020 |
Vancouver, WA | | Partial recapture; redevelop existing store for Round One and additional retail and restaurants | | | 72,400 | | | Q1 2019 | | Q2 2020 |
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PROPERTY INFORMATION | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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Redevelopment Projects (cont’d)
June 30, 2018
(In thousands, except number of leases)
Total Project Costs over $20 Million |
| | | | | | | | | | | | Total | | | Estimated | | Estimated |
| | | | | | | | | | | | Project | | | Construction | | Substantial |
Property | | Description | | Square Feet | | | Start | | Completion |
Memphis, TN | | 100% recapture; demolish and construct new buildings for LA Fitness, Nordstrom Rack, Ulta Beauty, Hopdoddy Burger Bar and additional junior anchors, restaurants and small shop retail | | | 135,200 | | | Substantially complete |
West Hartford, CT | | 100% recapture; redevelop existing store and detached auto center for Buy Buy Baby, Cost Plus World Market, REI, Saks OFF Fifth, other junior anchors, Shake Shack and additional small shop retail Note: contributed to West Hartford JV in Q2 2018 | | | 147,600 | | | Substantially complete |
St. Petersburg, FL | | 100% recapture; demolish and construct new buildings for Dick's Sporting Goods, Lucky's Market, PetSmart, Five Below, Chili's Grill & Bar, Pollo Tropical, LongHorn Steakhouse, Verizon and additional small shop retail and restaurants | | | 142,400 | | | Substantially complete |
Wayne, NJ | | Partial recapture (project expansion); redevelop existing store and detached auto center for Cinemark, Dave & Busters and additional junior anchors and restaurants Note: contributed to GGP II JV in Q3 2017 | | | 156,700 | | | Underway | | Q3 2018 |
Carson, CA | | 100% recapture (project expansion); redevelop existing store for Burlington Stores, Ross Dress for Less, Gold's Gym and additional retail | | | 163,800 | | | Underway | | Q1 2019 |
Watchung, NJ | | 100% recapture; demolish full-line store and detached auto center and construct new buildings for Cinemark, HomeSense, Sierra Trading Post, Ulta Beauty and small shop retail and restaurants | | | 126,700 | | | Underway | | Q2 2019 |
Santa Monica, CA | | 100% recapture; redevelop existing building into premier, mixed-use asset featuring unique, small-shop retail and creative office space Note: contributed to Mark 302 JV in Q1 2018 | | | 96,500 | | | Underway | | Q4 2019 |
Aventura, FL | | 100% recapture; demolish existing store and construct new, multi-level open air retail destination featuring a leading collection of experiential shopping, dining and entertainment concepts alongside a treelined esplanade and activated plazas | | | 216,600 | | | Underway | | Q4 2019 |
San Diego, CA | | 100% recapture; redevelop existing store into two highly-visible, multi-level buildings with exterior facing retail space leased to Equinox Fitness and a premier mix of experiential shopping, dining, and entertainment concepts Note: contributed to UTC JV in Q2 2018 | | | 206,000 | | | Underway | | Q4 2019 |
Roseville, CA | | Termination property (project expansion): redevelop existing store and auto center for Cinemark, Round One, AAA Auto Repair Center and restaurants | | | 147,400 | | | Underway | | Q2 2020 |
Austin, TX | | 100% recapture (project expansion); redevelop existing store for AMC Theatres, additional junior anchors and restaurants | | | 177,400 | | | Underway | | Q3 2019 |
Greendale, WI | | Termination property; redevelop existing store and attached auto center for Dick's Sporting Goods, Round One and additional junior anchors and restaurants | | | 223,800 | | | Underway | | Q4 2019 |
East Northport, NY | | Termination property; redevelop existing store and attached auto center for AMC Theatres, 24 Hour Fitness, Floor & Decor and small shop retail | | | 179,700 | | | Underway | | Q4 2019 |
Anchorage, AK | | 100% recapture; redevelop existing store for Guitar Center, Safeway, Planet Fitness and additional retail to join current tenant, Nordstrom Rack | | | 142,500 | | | Q3 2018 | | Q4 2019 |
El Cajon, CA | | 100% recapture; redevelop existing store and auto center for Ashley Furniture, Bob's Discount Furniture, Burlington Stores and additional retail and restaurants | | | 242,700 | | | Q3 2018 | | Q3 2019 |
Tucson, AZ | | 100% recapture; redevelop existing store and auto center for Round One and additional retail | | | 224,300 | | | Q3 2018 | | Q4 2019 |
Reno, NV | | 100% recapture; redevelop existing store and auto center for Round One and additional retail | | | 169,800 | | | Q3 2018 | | Q4 2019 |
Fairfield, CA | | 100% recapture (project expansion); redevelop existing store and auto center for Dave & Busters, AAA Auto Repair Center and additional retail | | | 146,500 | | | Q3 2018 | | Q1 2020 |
Plantation, FL | | 100% recapture (project expansion); redevelop existing store and auto center for GameTime, Powerhouse Gym, additional retail and restaurants | | | 184,400 | | | Q4 2018 | | Q1 2020 |
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PROPERTY INFORMATION | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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Termination Properties
June 30, 2018
As of June 30, 2018, Sears Holdings had terminated the Master Lease with respect to 56 stores totaling 7.4 million square feet of gross leasable area. During the three months ended June 30, 2018, Sears Holdings provided notice that it intended to exercise its rights to terminate the Master Lease with respect to 18 additional stores totaling 2.7 million square feet of gross leasable area.
As of June 30, 2018, the Company had commenced or completed redevelopment projects at 31 of the terminated properties and will continue to announce redevelopment activity as new leases are signed to occupy the space formerly occupied by Sears Holdings. As of June 30, 2018, the Company had also sold five of the terminated properties.
The table below includes the 74 properties at which Sears Holdings has terminated the Master Lease, or provided notice of its intent to terminate the Master Lease, as of June 30, 2018:
| | | | | | | | | | Announced |
Property | | Square Feet | | | Notice | | Termination | | Redevelopment |
Alpena, MI | | | 118,200 | | | September 2016 | | January 2017 | | |
Chicago, IL (S Kedzie) | | | 118,800 | | | September 2016 | | January 2017 | | |
Cullman, AL | | | 98,500 | | | September 2016 | | January 2017 | | Q2 2017 |
Deming, NM | | | 96,600 | | | September 2016 | | January 2017 | | |
Elkhart, IN | | | 86,500 | | | September 2016 | | January 2017 | | Q4 2016 |
Harlingen, TX | | | 91,700 | | | September 2016 | | January 2017 | | Sold |
Houma, LA | | | 96,700 | | | September 2016 | | January 2017 | | Sold |
Kearney, NE | | | 86,500 | | | September 2016 | | January 2017 | | Q3 2016 |
Manistee, MI | | | 87,800 | | | September 2016 | | January 2017 | | |
Merrillville, IN | | | 108,300 | | | September 2016 | | January 2017 | | Q4 2016 |
New Iberia, LA | | | 91,700 | | | September 2016 | | January 2017 | | Q2 2017 |
Riverton, WY | | | 94,800 | | | September 2016 | | January 2017 | | |
Sault Sainte Marie, MI | | | 92,700 | | | September 2016 | | January 2017 | | |
Sierra Vista, AZ | | | 86,100 | | | September 2016 | | January 2017 | | Sold |
Springfield, IL | | | 84,200 | | | September 2016 | | January 2017 | | Q3 2016 |
Thornton, CO | | | 190,200 | | | September 2016 | | January 2017 | | Q1 2017 |
Yakima, WA | | | 97,300 | | | September 2016 | | January 2017 | | Sold |
Chapel Hill, OH | | | 187,179 | | | January 2017 | | April 2017 | | |
Concord, NC | | | 137,499 | | | January 2017 | | April 2017 | | |
Detroit Lakes, MN | | | 79,102 | | | January 2017 | | April 2017 | | |
El Paso, TX | | | 103,657 | | | January 2017 | | April 2017 | | Q2 2018 |
Elkins, WV | | | 94,885 | | | January 2017 | | April 2017 | | |
Henderson, NV | | | 122,823 | | | January 2017 | | April 2017 | | Q1 2017 |
Hopkinsville, KY | | | 70,326 | | | January 2017 | | April 2017 | | Q1 2018 |
Jefferson City, MO | | | 92,016 | | | January 2017 | | April 2017 | | Q2 2017 |
Kenton, OH | | | 96,066 | | | January 2017 | | April 2017 | | |
Kissimmee, FL | | | 112,505 | | | January 2017 | | April 2017 | | |
Layton, UT | | | 90,010 | | | January 2017 | | April 2017 | | |
Leavenworth, KS | | | 76,853 | | | January 2017 | | April 2017 | | |
Mount Pleasant, PA | | | 83,536 | | | January 2017 | | April 2017 | | Q2 2018 |
Muskogee, OK | | | 87,500 | | | January 2017 | | April 2017 | | |
Owensboro, KY | | | 68,334 | | | January 2017 | | April 2017 | | |
Paducah, KY | | | 108,244 | | | January 2017 | | April 2017 | | Q3 2017 |
Platteville, WI | | | 94,841 | | | January 2017 | | April 2017 | | |
Riverside, CA (Iowa Ave.) | | | 94,500 | | | January 2017 | | April 2017 | | |
Sioux Falls, SD | | | 72,511 | | | January 2017 | | April 2017 | | |
Albany, NY | | | 216,200 | | | June 2017 | | October 2017 | | Q1 2016 |
Burnsville, MN | | | 161,700 | | | June 2017 | | October 2017 | | |
Chicago, IL (N Harlem) | | | 293,700 | | | June 2017 | | October 2017 | | |
Cockeysville, MD | | | 83,900 | | | June 2017 | | October 2017 | | Q1 2017 |
East Northport, NY | | | 187,000 | | | June 2017 | | October 2017 | | Q2 2017 |
Greendale, WI | | | 238,400 | | | June 2017 | | October 2017 | | Q4 2017 |
Hagerstown, MD | | | 107,300 | | | June 2017 | | October 2017 | | Q1 2016 / Sold |
Johnson City, NY | | | 155,100 | | | June 2017 | | October 2017 | | |
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PROPERTY INFORMATION | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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Termination Properties (cont’d) | | | | | | | | |
June 30, 2018 | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | Announced |
Property | | Square Feet | | | Notice | | Termination | | Redevelopment |
Lafayette, LA | | | 194,900 | | | June 2017 | | October 2017 | | |
Mentor, OH | | | 208,700 | | | June 2017 | | October 2017 | | |
Middleburg Heights, OH | | | 351,600 | | | June 2017 | | October 2017 | | |
Olean, NY | | | 75,100 | | | June 2017 | | October 2017 | | Q1 2017 |
Overland Park, KS | | | 215,000 | | | June 2017 | | October 2017 | | |
Roseville, MI | | | 277,000 | | | June 2017 | | October 2017 | | Q3 2016 |
Sarasota, FL | | | 204,500 | | | June 2017 | | October 2017 | | |
Toledo, OH | | | 209,900 | | | June 2017 | | October 2017 | | |
Warwick, RI | | | 169,200 | | | June 2017 | | October 2017 | | Q3 2016 / Q3 2017 |
York, PA | | | 82,000 | | | June 2017 | | October 2017 | | |
Friendswood, TX | | | 166,000 | | | June 2017 | | November 2017 (1) | | |
Westwood, TX | | | 215,000 | | | June 2017 | | January 2018 (1) | | |
Cedar Rapids, IA | | | 141,100 | | | April 2018 | | August 2018 | | |
Citrus Heights, CA | | | 280,700 | | | April 2018 | | August 2018 | | |
Gainesville, FL | | | 140,500 | | | April 2018 | | August 2018 | | Q2 2018 |
Maplewood, MN | | | 168,500 | | | April 2018 | | August 2018 | | |
Pensacola, FL | | | 212,300 | | | April 2018 | | August 2018 | | Q2 2018 |
Rochester, NY | | | 128,500 | | | April 2018 | | August 2018 | | |
Roseville, CA | | | 121,000 | | | April 2018 | | August 2018 | | Q2 2017 / Q1 2018 |
San Antonio, TX | | | 187,800 | | | April 2018 | | August 2018 | | Q4 2015 |
Warrenton, NJ | | | 113,900 | | | April 2018 | | August 2018 | | Q1 2018 |
Madison, WI | | | 88,100 | | | June 2018 | | October 2018 | | Q2 2016 |
Thousand Oaks, CA | | | 50,300 | | | June 2018 | | October 2018 | | Q3 2015 |
Chesapeake, VA | | | 169,400 | | | June 2018 | | November 2018 | | |
Clay, NY | | | 138,000 | | | June 2018 | | November 2018 | | |
Havre, MT | | | 94,700 | | | June 2018 | | November 2018 | | |
Newark, CA | | | 145,800 | | | June 2018 | | November 2018 | | |
Oklahoma City, OK | | | 173,700 | | | June 2018 | | November 2018 | | Q3 2017 |
Troy, MI | | | 271,300 | | | June 2018 | | November 2018 | | Q3 2016 |
Virginia Beach, VA | | | 86,900 | | | June 2018 | | November 2018 | | Q3 2015 |
Total square feet | | | 10,123,687 | | | | | | | |
(1) | The Company and Sears Holdings agreed to extend occupancy beyond October 2017 under the existing Master Lease terms. |
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PROPERTY INFORMATION | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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Joint Venture Properties
June 30, 2018
GGP Joint Venture Properties
| | | | | | | | | | Sears or | | Recapture | | | Total | | | | | |
| | Mall Name | | City | | State | | Joint Venture | | Kmart | | Rights (1) | | | GLA (2) | | | Leased (2) | |
1 | | Northridge Fashion Center | | Northridge | | CA | | GGP II JV | | Sears | | 50% | | | | 145,900 | | | | 100.0 | % |
2 | | Altamonte Mall | | Altamonte Springs | | FL | | GGP II JV | | Sears | | 50% | | | | 107,200 | | | | 100.0 | % |
3 | | Coastland Center | | Naples | | FL | | GGP II JV | | Sears | | 50% | | | | 80,900 | | | | 100.0 | % |
4 | | Cumberland Mall | | Atlanta | | GA | | GGP II JV | | Sears | | 50% | | | | 113,200 | | | | 100.0 | % |
5 | | Natick Collection (3) | | Natick | | MA | | GGP I JV | | Sears | | (4) | | | | 71,500 | | | | 100.0 | % |
6 | | Willowbrook Mall | | Wayne | | NJ | | GGP II JV | | Sears | | (4) | | | | 140,600 | | | | 77.7 | % |
7 | | Sooner Mall (3) | | Norman | | OK | | GGP I JV | | Sears | | 50% | | | | 33,400 | | | | 100.0 | % |
8 | | Stonebriar Centre | | Frisco | | TX | | GGP I JV | | Sears | | 50% | | | | 81,500 | | | | 100.0 | % |
9 | | Alderwood | | Lynnwood | | WA | | GGP I JV | | n/a | | (4) | | | | 88,900 | | | | 5.2 | % |
(1) | Properties with 50% recapture rights are subject to the joint venture’s right to recapture approximately 50% of the space within a store (subject to certain exceptions). In addition, the joint venture has the right to recapture any automotive care centers which are free-standing or attached as “appendages” to the stores and all outparcels or outlots, as well as certain portions of parking areas and common areas. |
(2) | Based on signed leases as of June 30, 2018; GLA presented at the Company's proportional share. |
(3) | Property is subject to a lease or ground lease agreement. |
(4) | As of June 30, 2018, the JVs had exercised certain recapture rights with respect to this property or announced plans to exercise such rights according to a specific schedule. |
Simon Joint Venture Properties
| | | | | | | | | | Sears or | | Recapture | | | Total | | | | | |
| | Mall Name | | City | | State | | Joint Venture | | Kmart | | Rights (1) | | | GLA (2) | | | Leased (2) | |
1 | | Santa Rosa Plaza | | Santa Rosa | | CA | | Simon JV | | Sears | | 50% | | | | 82,700 | | | | 100.0 | % |
2 | | Briarwood | | Ann Arbor | | MI | | Simon JV | | Sears | | 50% | | | | 85,300 | | | | 100.0 | % |
3 | | The Shops at Nanuet | | Nanuet | | NY | | Simon JV | | Sears | | 50% | | | | 110,700 | | | | 100.0 | % |
4 | | Woodland Hills Mall | | Tulsa | | OK | | Simon JV | | Sears | | 50% | | | | 75,100 | | | | 100.0 | % |
5 | | Barton Creek Square | | Austin | | TX | | Simon JV | | Sears | | 50% | | | | 82,300 | | | | 100.0 | % |
(1) | Properties with 50% recapture rights are subject to the joint venture’s right to recapture approximately 50% of the space within a store (subject to certain exceptions). In addition, the joint venture has the right to recapture any automotive care centers which are free-standing or attached as “appendages” to the stores and all outparcels or outlots, as well as certain portions of parking areas and common areas |
(2) | Based on signed leases as of June 30, 2018; GLA presented at the Company's proportional share. |
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PROPERTY INFORMATION | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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Joint Venture Properties (cont’d)
June 30, 2018
Macerich Joint Venture Properties
| | | | | | | | | | Sears or | | Recapture | | | Total | | | | | |
| | Mall Name | | City | | State | | Joint Venture | | Kmart | | Rights (1) | | | GLA (2) | | | Leased (2) | |
1 | | Chandler Fashion Center | | Chandler | | AZ | | Macerich JV | | Sears | | 50% | | | | 70,800 | | | | 100.0 | % |
2 | | Arrowhead Towne Center | | Glendale | | AZ | | Macerich JV | | Sears | | 50% | | | | 62,500 | | | | 100.0 | % |
3 | | Los Cerritos Center | | Cerritos | | CA | | Macerich JV | | Sears | | 50% | | | | 138,800 | | | | 100.0 | % |
4 | | Vintage Faire Mall | | Modesto | | CA | | Macerich JV | | Sears | | 50% | | | | 74,300 | | | | 100.0 | % |
5 | | Danbury Fair | | Danbury | | CT | | Macerich JV | | Sears | | 50% | | | | 89,200 | | | | 100.0 | % |
6 | | Deptford Mall | | Deptford | | NJ | | Macerich JV | | Sears | | 50% | | | | 97,500 | | | | 100.0 | % |
7 | | Freehold Raceway Mall | | Freehold | | NJ | | Macerich JV | | Sears | | 50% | | | | 69,400 | | | | 100.0 | % |
8 | | Washington Square Mall | | Portland | | OR | | Macerich JV | | Sears | | 50% | | | | 110,000 | | | | 100.0 | % |
9 | | South Plains Mall | | Lubbock | | TX | | Macerich JV | | Sears | | 50% | | | | 75,300 | | | | 100.0 | % |
(1) | Properties with 50% recapture rights are subject to the joint venture’s right to recapture approximately 50% of the space within a store (subject to certain exceptions). In addition, the joint venture has the right to recapture any automotive care centers which are free-standing or attached as “appendages” to the stores and all outparcels or outlots, as well as certain portions of parking areas and common areas |
(2) | Based on signed leases as of June 30, 2018; GLA presented at the Company's proportional share. |
Invesco Real Estate Joint Venture Properties
| | | | | | | | | | Sears or | | Recapture | | Total | | | | | |
| | Property Address | | City | | State | | Joint Venture | | Kmart | | Rights | | GLA (1) | | | Leased (1) | |
1 | | 302 Colorado Avenue | | Santa Monica | | CA | | Mark 302 JV | | n/a | | (2) | | | 48,200 | | | | 0.0 | % |
2 | | 4575 La Jolla Village Drive | | San Diego | | CA | | UTC JV | | n/a | | (2) | | | 113,100 | | | | 23.3 | % |
(1) | Based on signed leases as of June 30, 2018; GLA presented at the Company's proportional share. |
(2) | As of June 30, 2018, the JV had exercised its 100% recapture rights with respect to this property. |
First Washington Joint Venture Properties
| | | | | | | | | | Sears or | | Recapture | | Total | | | | | |
| | Property Address | | City | | State | | Joint Venture | | Kmart | | Rights | | GLA (1) | | | Leased (1) | |
1 | | 1445 New Britain Avenue | | West Hartford | | CT | | West Hartford JV | | n/a | | (2) | | | 81,800 | | | | 61.7 | % |
(1) | Based on signed leases as of June 30, 2018; GLA presented at the Company's proportional share. |
(2) | As of June 30, 2018, the JV had exercised its 100% recapture rights with respect to this property. |
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PROPERTY INFORMATION | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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Wholly Owned Properties
June 30, 2018
| | | | | | | | | | Sears or | | Recapture | | Total | | | | | | | Land | |
| | Property Address | | City | | State | | Property Type (1) | | Kmart | | Rights (2)(3) | | GLA (4) | | | Leased (4) | | | Acres | |
1 | | 700 East Northern Lights Boulevard | | Anchorage | | AK | | Shopping Center | | Sears | | | (5) | | | 257,700 | | | | 95.8 | % | | | 26 | |
2 | | 1731 2nd Avenue Southwest | | Cullman | | AL | | Freestanding | | n/a | | | (6) | | | 88,500 | | | | 100.0 | % | | | 6 | |
3 | | 3930 McCain Boulevard | | North Little Rock | | AR | | Mall | | Sears | | | (5) | | | 177,100 | | | | 94.2 | % | | | 15 | |
4 | | 2821 East Main Street | | Russellville | | AR | | Freestanding | | Kmart | | 50% | | | 88,000 | | | | 100.0 | % | | | 7 | |
5 | | 4800 North US Highway 89 | | Flagstaff | | AZ | | Mall | | Sears | | 50% | | | 66,200 | | | | 100.0 | % | | | 7 | |
6 | | 6515 East Southern Avenue | | Mesa | | AZ | | Mall | | Sears | | 50% | | | 121,900 | | | | 100.0 | % | | | 11 | |
7 | | 10140 North 91st Avenue | | Peoria | | AZ | | Shopping Center | | n/a | | n/a | �� | | 104,400 | | | | 100.0 | % | | | 10 | |
8 | | 7611 West Thomas Road | | Phoenix | | AZ | | Mall | | Sears | | 50% | | | 144,200 | | | | 100.0 | % | | | 10 | |
9 | | 12025 North 32nd Street | | Phoenix | | AZ | | Freestanding | | n/a | | n/a | | | 151,200 | | | | 100.0 | % | | | 11 | |
10 | | 3400 Gateway Boulevard | | Prescott | | AZ | | Mall | | Sears | | 50% | | | 102,300 | | | | 100.0 | % | | | 10 | |
11 | | 2250 El Mercado Loop | | Sierra Vista | | AZ | | Mall | | Sears | | 50% | | | 94,700 | | | | 100.0 | % | | | 7 | |
12 | | 5950 East Broadway Boulevard | | Tucson | | AZ | | Mall | | Sears | | | (5) | | | 250,100 | | | | 100.0 | % | | | 20 | |
13 | | 3150 South 4th Avenue | | Yuma | | AZ | | Shopping Center | | Sears | | 50% | | | 90,400 | | | | 100.0 | % | | | 14 | |
14 | | 3625 East 18th Street | | Antioch | | CA | | Shopping Center | | Kmart | | 50% | | | 95,200 | | | | 100.0 | % | | | 7 | |
15 | | 42126 Big Bear Boulevard | | Big Bear Lake | | CA | | Shopping Center | | Kmart | | 50% | | | 80,400 | | | | 91.2 | % | | | 8 | |
16 | | 20700 South Avalon Boulevard | | Carson | | CA | | Mall | | n/a | | | (5) | | | 182,900 | | | | 79.4 | % | | | 13 | |
17 | | 565 Broadway | | Chula Vista | | CA | | Mall | | Sears | | 50% | | | 250,100 | | | | 100.0 | % | | | 16 | |
18 | | 5900 Sunrise Mall | | Citrus Heights | | CA | | Mall | | Sears | | | (7) | | | 289,500 | | | | 100.0 | % | | | 22 | |
19 | | 912 County Line Road | | Delano | | CA | | Freestanding | | Kmart | | 50% | | | 86,100 | | | | 100.0 | % | | | 6 | |
20 | | 575 Fletcher Parkway | | El Cajon | | CA | | Mall | | Sears | | | (5) | | | 286,500 | | | | 100.0 | % | | | 22 | |
21 | | 3751 South Dogwood Road | | El Centro | | CA | | Mall | | Sears | | 50% | | | 139,700 | | | | 100.0 | % | | | 14 | |
22 | | 1420 Travis Boulevard | | Fairfield | | CA | | Mall | | Sears | | | (5) | | | 164,100 | | | | 100.0 | % | | | 9 | |
23 | | 5901 Florin Road | | Florin | | CA | | Shopping Center | | Sears | | 50% | | | 272,700 | | | | 100.0 | % | | | 20 | |
24 | | 3636 North Blackstone Avenue | | Fresno | | CA | | Shopping Center | | Sears | | (5) | | | 217,600 | | | | 100.0 | % | | | 13 | |
25 | | 1500 Anna Sparks Way | | McKinleyville | | CA | | Shopping Center | | Kmart | | 50% | | | 94,800 | | | | 100.0 | % | | | 8 | |
26 | | 1011 West Olive Avenue | | Merced | | CA | | Shopping Center | | Sears | | 50% | | | 92,600 | | | | 100.0 | % | | | 10 | |
27 | | 5080 East Montclair Plaza Lane | | Montclair | | CA | | Mall | | Sears | | 50% | | | 174,700 | | | | 100.0 | % | | | 3 | |
28 | | 22550 Town Circle | | Moreno Valley | | CA | | Mall | | Sears | | 50% | | | 169,400 | | | | 100.0 | % | | | 11 | |
29 | | 6000 Mowry Avenue | | Newark | | CA | | Mall | | Sears | | (7) | | | 145,800 | | | | 100.0 | % | | | 10 | |
30 | | 12121 Victory Boulevard | | North Hollywood | | CA | | Shopping Center | | Sears | | | (5) | | | 161,900 | | | | 100.0 | % | | | 4 | |
31 | | 72880 Highway 111 | | Palm Desert | | CA | | Mall | | Sears | | 50% | | | 136,500 | | | | 100.0 | % | | | 8 | |
32 | | 1855 Main Street | | Ramona | | CA | | Shopping Center | | Kmart | | 50% | | | 107,600 | | | | 94.5 | % | | | 10 | |
33 | | 5261 Arlington Avenue | | Riverside | | CA | | Freestanding | | Sears | | 50% | | | 214,200 | | | | 100.0 | % | | | 19 | |
34 | | 3001 Iowa Avenue | | Riverside | | CA | | Freestanding | | n/a | | | (6) | | | 132,600 | | | | 28.7 | % | | | 13 | |
35 | | 1191 Galleria Boulevard | | Roseville | | CA | | Mall | | Sears | | (5)(7) | | | 139,000 | | | | 100.0 | % | | | 9 | |
36 | | 1700 North Main Street | | Salinas | | CA | | Mall | | Sears | | 50% | | | 133,000 | | | | 100.0 | % | | | 10 | |
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PROPERTY INFORMATION | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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Wholly Owned Properties
June 30, 2018
| | | | | | | | | | Sears or | | Recapture | | Total | | | | | | | Land | |
| | Property Address | | City | | State | | Property Type (1) | | Kmart | | Rights (2)(3) | | GLA (4) | | | Leased (4) | | | Acres | |
37 | | 100 Inland Center | | San Bernardino | | CA | | Mall | | Sears | | 100% | | | 264,700 | | | | 100.0 | % | | | 22 | |
38 | | 1178 El Camino Real | | San Bruno | | CA | | Mall | | Sears | | 50% | | | 276,600 | | | | 100.0 | % | | | 13 | |
39 | | 2180 Tully Road | | San Jose | | CA | | Mall | | Sears | | 50% | | | 262,500 | | | | 100.0 | % | | | 22 | |
40 | | 4015 Capitola Road | | Santa Cruz | | CA | | Mall | | Sears | | | (5) | | | 123,800 | | | | 90.6 | % | | | 10 | |
41 | | 200 Town Center East | | Santa Maria | | CA | | Mall | | Sears | | 50% | | | 108,600 | | | | 100.0 | % | | | 5 | |
42 | | 895 Faulkner Road | | Santa Paula | | CA | | Freestanding | | Kmart | | 50% | | | 71,300 | | | | 100.0 | % | | | 10 | |
43 | | 40710 Winchester Road | | Temecula | | CA | | Mall | | Sears | | | (5) | | | 120,100 | | | | 94.8 | % | | | 10 | |
44 | | 145 West Hillcrest Drive | | Thousand Oaks | | CA | | Shopping Center | | Sears | | (7) | | | 164,000 | | | | 100.0 | % | | | 11 | |
45 | | 3295 East Main Street | | Ventura | | CA | | Mall | | Sears | | 50% | | | 178,600 | | | | 100.0 | % | | | 2 | |
46 | | 3501 South Mooney Boulevard | | Visalia | | CA | | Shopping Center | | Sears | | 50% | | | 75,600 | | | | 100.0 | % | | | 7 | |
47 | | 1209 Plaza Drive | | West Covina | | CA | | Mall | | Sears | | 50% | | | 142,000 | | | | 100.0 | % | | | 16 | |
48 | | 100 Westminster Mall | | Westminster | | CA | | Mall | | Sears | | | (5) | | | 197,900 | | | | 100.0 | % | | | 14 | |
49 | | 10785 West Colfax Avenue | | Lakewood | | CO | | Shopping Center | | Sears | | 50% | | | 153,000 | | | | 100.0 | % | | | 8 | |
50 | | 1400 East 104th Avenue | | Thornton | | CO | | Shopping Center | | n/a | | | (6) | | | 186,800 | | | | 30.5 | % | | | 25 | |
51 | | 850 Hartford Turnpike | | Waterford | | CT | | Mall | | Sears | | 50% | | | 149,300 | | | | 100.0 | % | | | 11 | |
52 | | 19563 Coastal Highway | | Rehoboth Beach | | DE | | Freestanding | | Kmart | | | (5) | | | 123,300 | | | | 100.0 | % | | | 13 | |
53 | | 5900 Glades Road | | Boca Raton | | FL | | Mall | | Sears | | | (5) | | | 178,500 | | | | 100.0 | % | | | 19 | |
54 | | 303 U.S. Highway 301 Boulevard West | | Bradenton | | FL | | Mall | | Sears | | 50% | | | 99,900 | | | | 100.0 | % | | | 15 | |
55 | | 7350 Manatee Avenue West | | Bradenton | | FL | | Shopping Center | | Kmart | | 50% | | | 82,900 | | | | 100.0 | % | | | 9 | |
56 | | 27001 U.S. 19 North | | Clearwater | | FL | | Mall | | Sears | | | (5) | | | 211,200 | | | | 100.0 | % | | | 14 | |
57 | | 1625 Northwest 107th Avenue | | Doral | | FL | | Mall | | Sears | | 50% | | | 212,900 | | | | 100.0 | % | | | 13 | |
58 | | 4125 Cleveland Avenue | | Ft. Myers | | FL | | Mall | | Sears | | 50% | | | 146,800 | | | | 100.0 | % | | | 12 | |
59 | | 6201 West Newberry Road | | Gainesville | | FL | | Mall | | Sears | | | (7) | | | 140,600 | | | | 100.0 | % | | | 8 | |
60 | | 1675 West 49th Street | | Hialeah | | FL | | Mall | | Sears | | 50% | | | 197,400 | | | | 100.0 | % | | | 8 | |
61 | | 1460 West 49th Street | | Hialeah | | FL | | Freestanding | | n/a | | | (5) | | | 100,500 | | | | 100.0 | % | | | 9 | |
62 | | 2211 West Vine Street | | Kissimmee | | FL | | Shopping Center | | n/a | | | (6) | | | 148,900 | | | | 24.4 | % | | | 14 | |
63 | | 3800 US Highway 98 North | | Lakeland | | FL | | Mall | | Sears | | 50% | | | 156,200 | | | | 100.0 | % | | | 12 | |
64 | | 1050 South Babcock Street | | Melbourne | | FL | | Freestanding | | Sears | | 50% | | | 102,600 | | | | 100.0 | % | | | 14 | |
65 | | 19505 Biscayne Boulevard | | Miami | | FL | | Mall | | n/a | | | (5) | | | 173,300 | | | | 3.0 | % | | | 12 | |
66 | | 20701 Southwest 112th Avenue | | Miami | | FL | | Mall | | Sears | | 100% | | | 170,100 | | | | 100.0 | % | | | 15 | |
67 | | 10700 Biscayne Boulevard | | North Miami | | FL | | Freestanding | | n/a | | | (5) | | | 119,900 | | | | 95.0 | % | | | 11 | |
68 | | 3100 Southwest College Road | | Ocala | | FL | | Mall | | Sears | | 50% | | | 146,200 | | | | 100.0 | % | | | 12 | |
69 | | 380 Blanding Boulevard | | Orange Park | | FL | | Shopping Center | | n/a | | n/a | | | 87,400 | | | | 100.0 | % | | | 9 | |
70 | | 3111 East Colonial Drive | | Orlando | | FL | | Mall | | n/a | | | (5) | | | 130,400 | | | | 90.3 | % | | | 18 | |
71 | | 733 North Highway 231 | | Panama City | | FL | | Mall | | Sears | | 50% | | | 139,300 | | | | 100.0 | % | | | 15 | |
72 | | 7171 North Davis Highway | | Pensacola | | FL | | Shopping Center | | Sears | | | (7) | | | 212,300 | | | | 100.0 | % | | | 15 | |
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PROPERTY INFORMATION | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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| |
Wholly Owned Properties
June 30, 2018
| | | | | | | | | | Sears or | | Recapture | | Total | | | | | | | Land | |
| | Property Address | | City | | State | | Property Type (1) | | Kmart | | Rights (2)(3) | | GLA (4) | | | Leased (4) | | | Acres | |
73 | | 8000 West Broward Boulevard | | Plantation | | FL | | Mall | | Sears | | | (5) | | | 201,600 | | | | 100.0 | % | | | 18 | |
74 | | 8201 South Tamiami Trail | | Sarasota | | FL | | Mall | | n/a | | | (6) | | | 204,500 | | | | 0.0 | % | | | 15 | |
75 | | 4501 66th Street North | | St. Petersburg | | FL | | Freestanding | | Kmart | | 50% | | | 120,600 | | | | 100.0 | % | | | 11 | |
76 | | 2300 Tyrone Boulevard North | | St. Petersburg | | FL | | Mall | | n/a | | | (5) | | | 147,800 | | | | 97.4 | % | | | 14 | |
77 | | 7810 Abercorn Street | | Savannah | | GA | | Mall | | Sears | | 100% | | | 167,300 | | | | 100.0 | % | | | 15 | |
78 | | 500 North Nimitz Highway | | Honolulu | | HI | | Freestanding | | n/a | | | (5) | | | 76,100 | | | | 100.0 | % | | | 4 | |
79 | | 1501 Highway 169 North | | Algona | | IA | | Freestanding | | Kmart | | 50% | | | 99,300 | | | | 100.0 | % | | | 7 | |
80 | | 4600 1st Avenue Northeast | | Cedar Rapids | | IA | | Mall | | Sears | | | (7) | | | 146,000 | | | | 100.0 | % | | | 12 | |
81 | | 1405 South Grand Avenue | | Charles City | | IA | | Freestanding | | Kmart | | 50% | | | 96,600 | | | | 100.0 | % | | | 11 | |
82 | | 2307 Superior Street | | Webster City | | IA | | Shopping Center | | Kmart | | 50% | | | 40,800 | | | | 100.0 | % | | | 4 | |
83 | | 460 North Milwaukee Street | | Boise | | ID | | Mall | | Sears | | 50% | | | 123,600 | | | | 100.0 | % | | | 8 | |
84 | | 4730 West Irving Park Road | | Chicago | | IL | | Freestanding | | Sears | | | (5) | | | 356,700 | | | | 100.0 | % | | | 6 | |
85 | | 1601 North Harlem Avenue | | Chicago | | IL | | Freestanding | | n/a | | | (6) | | | 293,700 | | | | 5.1 | % | | | 7 | |
86 | | 5050 South Kedzie Avenue | | Chicago | | IL | | Shopping Center | | n/a | | | (6) | | | 184,500 | | | | 22.6 | % | | | 9 | |
87 | | 17550 Halsted Street | | Homewood | | IL | | Shopping Center | | n/a | | n/a | | | 196,100 | | | | 100.0 | % | | | 19 | |
88 | | 3340 Mall Loop Drive | | Joliet | | IL | | Mall | | Sears | | 50% | | | 204,600 | | | | 100.0 | % | | | 17 | |
89 | | 2860 South Highland Avenue | | Lombard | | IL | | Freestanding | | n/a | | n/a | | | 139,300 | | | | 100.0 | % | | | 8 | |
90 | | 4902-5000 23rd Avenue | | Moline | | IL | | Freestanding | | Kmart | | 50% | | | 123,700 | | | | 97.4 | % | | | 12 | |
91 | | 7503 West Cermak Road | | North Riverside | | IL | | Mall | | Sears | | | (5) | | | 202,500 | | | | 88.7 | % | | | 13 | |
92 | | 2 Orland Square Drive | | Orland Park | | IL | | Mall | | Sears | | | (5) | | | 199,600 | | | | 100.0 | % | | | 16 | |
93 | | 2500 Wabash Avenue | | Springfield | | IL | | Shopping Center | | n/a | | | (6) | | | 131,400 | | | | 84.9 | % | | | 14 | |
94 | | 3231 Chicago Road | | Steger | | IL | | Freestanding | | Kmart | | 50% | | | 87,400 | | | | 100.0 | % | | | 3 | |
95 | | 3101 Northview Drive | | Elkhart | | IN | | Shopping Center | | n/a | | | (6) | | | 86,600 | | | | 100.0 | % | | | 8 | |
96 | | 4201 Coldwater Road | | Ft. Wayne | | IN | | Mall | | Sears | | | (5) | | | 231,900 | | | | 100.0 | % | | | 15 | |
97 | | 101 West Lincoln Highway | | Merrillville | | IN | | Shopping Center | | n/a | | | (6) | | | 170,900 | | | | 90.3 | % | | | 17 | |
98 | | 4820 South 4th Street Trafficway | | Leavenworth | | KS | | Freestanding | | n/a | | | (6) | | | 83,600 | | | | 0.0 | % | | | 9 | |
99 | | 9701 Metcalf Avenue | | Overland Park | | KS | | Shopping Center | | n/a | | | (6) | | | 215,000 | | | | 5.6 | % | | | 19 | |
100 | | 3010 Fort Campbell Boulevard | | Hopkinsville | | KY | | Shopping Center | | n/a | | | (6) | | | 93,000 | | | | 51.5 | % | | | 13 | |
101 | | 2815 West Parrish Avenue | | Owensboro | | KY | | Shopping Center | | n/a | | | (6) | | | 68,300 | | | | 0.0 | % | | | 5 | |
102 | | 5101 Hinkleville Road | | Paducah | | KY | | Mall | | n/a | | | (6) | | | 97,300 | | | | 66.2 | % | | | 9 | |
103 | | 5715 Johnston Street | | Lafayette | | LA | | Mall | | n/a | | | (6) | | | 194,900 | | | | 0.0 | % | | | 16 | |
104 | | 900 East Admiral Doyle Drive | | New Iberia | | LA | | Freestanding | | n/a | | | (6) | | | 96,600 | | | | 100.0 | % | | | 12 | |
105 | | 200 Grossman Drive | | Braintree | | MA | | Shopping Center | | n/a | | | (5) | | | 84,900 | | | | 100.0 | % | | | 34 | |
106 | | 1325 Broadway | | Saugus | | MA | | Mall | | Sears | | | (5) | | | 210,800 | | | | 68.8 | % | | | 16 | |
107 | | 15700 Emerald Way | | Bowie | | MD | | Shopping Center | | Sears | | | (5) | | | 131,000 | | | | 100.0 | % | | | 11 | |
108 | | 126 Shawan Road | | Cockeysville | | MD | | Shopping Center | | n/a | | (5)(6) | | | 122,800 | | | | 37.7 | % | | | 12 | |
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PROPERTY INFORMATION | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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| |
Wholly Owned Properties
June 30, 2018
| | | | | | | | | | Sears or | | Recapture | | Total | | | | | | | Land | |
| | Property Address | | City | | State | | Property Type (1) | | Kmart | | Rights (2)(3) | | GLA (4) | | | Leased (4) | | | Acres | |
109 | | 3207 Solomons Island Road | | Edgewater | | MD | | Shopping Center | | Kmart | | 50% | | | 117,200 | | | | 100.0 | % | | | 14 | |
110 | | 417 Main Street | | Madawaska | | ME | | Shopping Center | | Kmart | | 50% | | | 49,700 | | | | 100.0 | % | | | 2 | |
111 | | 2355 US Highway 23 South | | Alpena | | MI | | Freestanding | | n/a | | | (6) | | | 118,200 | | | | 0.0 | % | | | 12 | |
112 | | 1250 Boardman-Jackson Crossing | | Jackson | | MI | | Shopping Center | | Sears | | 50% | | | 152,700 | | | | 100.0 | % | | | 15 | |
113 | | 2100 Southfield Road | | Lincoln Park | | MI | | Shopping Center | | Sears | | 50% | | | 301,700 | | | | 100.0 | % | | | 17 | |
114 | | 1560 US 31 South | | Manistee | | MI | | Shopping Center | | n/a | | | (6) | | | 94,700 | | | | 0.0 | % | | | 12 | |
115 | | 32123 Gratiot Avenue | | Roseville | | MI | | Mall | | n/a | | (5)(6) | | | 367,900 | | | | 35.6 | % | | | 21 | |
116 | | 2760 I-75 Business Spur | | Sault Sainte Marie | | MI | | Freestanding | | n/a | | | (6) | | | 92,700 | | | | 0.0 | % | | | 11 | |
117 | | 22801 Harper Avenue | | St. Clair Shores | | MI | | Freestanding | | n/a | | | (5) | | | 103,000 | | | | 100.0 | % | | | 11 | |
118 | | 300 West 14 Mile Road | | Troy | | MI | | Mall | | Sears | | (5)(7) | | | 384,100 | | | | 100.0 | % | | | 30 | |
119 | | 3100 Washtenaw Road | | Ypsilanti | | MI | | Freestanding | | n/a | | n/a | | | 99,400 | | | | 100.0 | % | | | 12 | |
120 | | 14250 Buck Hill Road | | Burnsville | | MN | | Mall | | n/a | | | (6) | | | 161,700 | | | | 0.0 | % | | | 15 | |
121 | | 1305 Highway 10 West | | Detroit Lakes | | MN | | Shopping Center | | n/a | | | (6) | | | 87,100 | | | | 9.2 | % | | | 15 | |
122 | | 3001 White Bear Avenue North | | Maplewood | | MN | | Mall | | Sears | | | (7) | | | 174,900 | | | | 100.0 | % | | | 14 | |
123 | | 425 Rice Street | | St. Paul | | MN | | Freestanding | | Sears | | 100% | | | 217,900 | | | | 100.0 | % | | | 17 | |
124 | | 11 South Kingshighway Street | | Cape Girardeau | | MO | | Freestanding | | Kmart | | 50% | | | 82,600 | | | | 100.0 | % | | | 6 | |
125 | | 1 Flower Valley Shopping Center | | Florissant | | MO | | Shopping Center | | Kmart | | | (5) | | | 124,000 | | | | 100.0 | % | | | 11 | |
126 | | 2304 Missouri Boulevard | | Jefferson City | | MO | | Freestanding | | n/a | | | (6) | | | 97,700 | | | | 100.0 | % | | | 10 | |
127 | | 3700 South Campbell Avenue | | Springfield | | MO | | Shopping Center | | n/a | | n/a | | | 112,900 | | | | 100.0 | % | | | 8 | |
128 | | 2308 Highway 45 North | | Columbus | | MS | | Shopping Center | | Kmart | | 50% | | | 166,700 | | | | 97.5 | % | | | 18 | |
129 | | 3180 Highway 2 West | | Havre | | MT | | Freestanding | | Kmart | | (7) | | | 94,700 | | | | 100.0 | % | | | 9 | |
130 | | 1 South Tunnel Road | | Asheville | | NC | | Mall | | Sears | | | (5) | | | 240,700 | | | | 100.0 | % | | | 16 | |
131 | | 545 Concord Parkway North | | Concord | | NC | | Shopping Center | | n/a | | | (6) | | | 171,300 | | | | 19.7 | % | | | 26 | |
132 | | 1302 Bridford Parkway | | Greensboro | | NC | | Shopping Center | | n/a | | n/a | | | 171,700 | | | | 77.6 | % | | | 16 | |
133 | | 1 20th Avenue Southeast | | Minot | | ND | | Shopping Center | | Kmart | | 50% | | | 110,400 | | | | 100.0 | % | | | 13 | |
134 | | 4700 2nd Avenue | | Kearney | | NE | | Freestanding | | n/a | | | (6) | | | 80,000 | | | | 47.5 | % | | | 8 | |
135 | | 1500 South Willow Street | | Manchester | | NH | | Mall | | Sears | | 50% | | | 144,100 | | | | 100.0 | % | | | 11 | |
136 | | 310 Daniel Webster Highway | | Nashua | | NH | | Mall | | Sears | | 50% | | | 167,100 | | | | 100.0 | % | | | 7 | |
137 | | 50 Fox Run Road | | Portsmouth | | NH | | Mall | | Sears | | 50% | | | 127,000 | | | | 100.0 | % | | | 13 | |
138 | | 77 Rockingham Park Boulevard | | Salem | | NH | | Mall | | Sears | | | (5) | | | 250,500 | | | | 100.0 | % | | | 14 | |
139 | | 1500 Highway 35 | | Middletown | | NJ | | Freestanding | | n/a | | 100% | | | 191,100 | | | | 100.0 | % | | | 23 | |
140 | | 1640 Route 22 | | Watchung | | NJ | | Freestanding | | n/a | | | (5) | | | 126,700 | | | | 75.7 | % | | | 19 | |
141 | | 1205 East Pine Street | | Deming | | NM | | Freestanding | | n/a | | | (6) | | | 96,600 | | | | 0.0 | % | | | 10 | |
142 | | 3000 East Main Street | | Farmington | | NM | | Freestanding | | Kmart | | 50% | | | 90,700 | | | | 100.0 | % | | | 11 | |
143 | | 2220 North Grimes Street | | Hobbs | | NM | | Shopping Center | | Kmart | | 50% | | | 88,900 | | | | 100.0 | % | | | 8 | |
144 | | 10405 South Eastern Avenue | | Henderson | | NV | | Shopping Center | | n/a | | | (6) | | | 143,500 | | | | 100.0 | % | | | 12 | |
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PROPERTY INFORMATION | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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| |
Wholly Owned Properties
June 30, 2018
| | | | | | | | | | Sears or | | Recapture | | Total | | | | | | | Land | |
| | Property Address | | City | | State | | Property Type (1) | | Kmart | | Rights (2)(3) | | GLA (4) | | | Leased (4) | | | Acres | |
145 | | 4000 Meadows Lane | | Las Vegas | | NV | | Mall | | Sears | | | (5) | | | 139,200 | | | | 77.6 | % | | | 11 | |
146 | | 5400 Meadowood Mall Circle | | Reno | | NV | | Mall | | Sears | | | (5) | | | 198,800 | | | | 100.0 | % | | | 3 | |
147 | | 1425 Central Avenue | | Albany | | NY | | Mall | | n/a | | (5)(6) | | | 277,900 | | | | 17.7 | % | | | 21 | |
148 | | 4155 State Route 31 | | Clay | | NY | | Mall | | Sears | | (7) | | | 146,500 | | | | 100.0 | % | | | 12 | |
149 | | 4000 Jericho Turnpike | | East Northport | | NY | | Shopping Center | | n/a | | | (6) | | | 179,700 | | | | 92.7 | % | | | 18 | |
150 | | 195 North Broadway | | Hicksville | | NY | | Freestanding | | Sears | | | (5) | | | 362,500 | | | | 100.0 | % | | | 30 | |
151 | | 601 Harry L Drive | | Johnson City | | NY | | Mall | | n/a | | | (6) | | | 155,100 | | | | 0.0 | % | | | 11 | |
152 | | 2801 West State Street | | Olean | | NY | | Freestanding | | n/a | | (5)(6) | | | 118,000 | | | | 46.9 | % | | | 13 | |
153 | | 317 Greece Ridge Center Drive | | Rochester | | NY | | Mall | | Sears | | | (7) | | | 128,500 | | | | 100.0 | % | | | 15 | |
154 | | 171 Delaware Avenue | | Sidney | | NY | | Shopping Center | | Kmart | | 50% | | | 94,400 | | | | 100.0 | % | | | 19 | |
155 | | 200 Eastview Mall | | Victor | | NY | | Mall | | Sears | | 50% | | | 123,000 | | | | 100.0 | % | | | 14 | |
156 | | 600 Lee Boulevard | | Yorktown Heights | | NY | | Mall | | Sears | | | (5) | | | 160,000 | | | | 100.0 | % | | | 12 | |
157 | | 4100 Belden Village Avenue Northwest | | Canton | | OH | | Mall | | Sears | | | (5) | | | 219,400 | | | | 100.0 | % | | | 19 | |
158 | | 2000 Brittain Road | | Chapel Hill | | OH | | Mall | | n/a | | | (6) | | | 193,100 | | | | 0.0 | % | | | 21 | |
159 | | 2700 Miamisburg Centerville Road | | Dayton | | OH | | Mall | | Sears | | | (5) | | | 171,900 | | | | 95.8 | % | | | 16 | |
160 | | 1005 East Columbus Street | | Kenton | | OH | | Freestanding | | n/a | | | (6) | | | 96,100 | | | | 0.0 | % | | | 11 | |
161 | | 502 Pike Street | | Marietta | | OH | | Freestanding | | Kmart | | 50% | | | 87,500 | | | | 100.0 | % | | | 7 | |
162 | | 7875 Johnnycake Ridge Road | | Mentor | | OH | | Mall | | n/a | | | (6) | | | 208,700 | | | | 0.0 | % | | | 20 | |
163 | | 6950 West 130th Street | | Middleburg Heights | | OH | | Shopping Center | | n/a | | | (6) | | | 351,600 | | | | 0.0 | % | | | 15 | |
164 | | 1447 North Main Street | | North Canton | | OH | | Shopping Center | | Kmart | | 50% | | | 87,100 | | | | 100.0 | % | | | 9 | |
165 | | 555 South Avenue | | Tallmadge | | OH | | Freestanding | | Kmart | | 50% | | | 84,200 | | | | 100.0 | % | | | 8 | |
166 | | 3408 West Central Avenue | | Toledo | | OH | | Shopping Center | | n/a | | | (6) | | | 209,900 | | | | 0.0 | % | | | 11 | |
167 | | 4 East Shawnee Road | | Muskogee | | OK | | Freestanding | | n/a | | | (6) | | | 87,500 | | | | 0.0 | % | | | 10 | |
168 | | 4400 South Western Avenue | | Oklahoma City | | OK | | Freestanding | | Sears | | (5)(7) | | | 223,700 | | | | 100.0 | % | | | 24 | |
169 | | 3132 East 51st Street | | Tulsa | | OK | | Freestanding | | n/a | | n/a | | | 87,200 | | | | 100.0 | % | | | 9 | |
170 | | 1180 Southeast 82nd Avenue | | Happy Valley | | OR | | Mall | | Sears | | 50% | | | 144,300 | | | | 100.0 | % | | | 12 | |
171 | | 2640 West 6th Street | | The Dalles | | OR | | Freestanding | | Kmart | | 50% | | | 87,100 | | | | 100.0 | % | | | 8 | |
172 | | 1180 Walnut Bottom Road | | Carlisle | | PA | | Shopping Center | | Kmart | | 50% | | | 117,800 | | | | 100.0 | % | | | 3 | |
173 | | 3975 Columbia Avenue | | Columbia | | PA | | Shopping Center | | Kmart | | 50% | | | 86,700 | | | | 100.0 | % | | | 8 | |
174 | | 160 North Gulph Road (8) | | King Of Prussia | | PA | | Mall | | n/a | | n/a | | | 210,900 | | | | 97.6 | % | | | 14 | |
175 | | 1745 Quentin Road | | Lebanon | | PA | | Shopping Center | | Kmart | | 50% | | | 117,200 | | | | 100.0 | % | | | 15 | |
176 | | 100 Cross Roads Plaza | | Mount Pleasant | | PA | | Shopping Center | | n/a | | | (6) | | | 83,500 | | | | 69.9 | % | | | 10 | |
177 | | 400 North Best Avenue | | Walnutport | | PA | | Freestanding | | Kmart | | 50% | | | 121,200 | | | | 100.0 | % | | | 16 | |
178 | | 1094 Haines Road | | York | | PA | | Shopping Center | | n/a | | | (6) | | | 82,000 | | | | 0.0 | % | | | 6 | |
179 | | PR 167 & Las Cumbres | | Bayamon | | PR | | Shopping Center | | Kmart | | 50% | | | 115,200 | | | | 100.0 | % | | | 10 | |
180 | | 400 Calle Betances | | Caguas | | PR | | Mall | | Sears | | 50% | | | 138,700 | | | | 100.0 | % | | | 8 | |
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PROPERTY INFORMATION | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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Wholly Owned Properties
June 30, 2018
| | | | | | | | | | Sears or | | Recapture | | Total | | | | | | | Land | |
| | Property Address | | City | | State | | Property Type (1) | | Kmart | | Rights (2)(3) | | GLA (4) | | | Leased (4) | | | Acres | |
181 | | Avenue 65 Infanteria | | Carolina | | PR | | Mall | | Sears | | 50% | | | 198,000 | | | | 100.0 | % | | | 11 | |
182 | | Martinez Nadal Avenue | | Guaynabo | | PR | | Shopping Center | | Kmart | | | (5) | | | 217,100 | | | | 94.4 | % | | | 18 | |
183 | | PR Road 2, Km 149.5 | | Mayaguez | | PR | | Shopping Center | | Kmart | | 50% | | | 118,200 | | | | 100.0 | % | | | 13 | |
184 | | 2643 Ponce Bypass | | Ponce | | PR | | Shopping Center | | Kmart | | 50% | | | 126,900 | | | | 100.0 | % | | | 9 | |
185 | | 650 Bald Hill Road | | Warwick | | RI | | Shopping Center | | n/a | | (5)(6) | | | 211,700 | | | | 90.6 | % | | | 20 | |
186 | | 3801B Clemson Boulevard | | Anderson | | SC | | Shopping Center | | n/a | | | (5) | | | 117,100 | | | | 100.0 | % | | | 12 | |
187 | | 7801 Rivers Avenue | | Charleston | | SC | | Mall | | n/a | | | (5) | | | 127,500 | | | | 46.8 | % | | | 14 | |
188 | | 2302 Cherry Road | | Rock Hill | | SC | | Shopping Center | | Kmart | | 50% | | | 89,300 | | | | 100.0 | % | | | 12 | |
189 | | 3020 West 12th Street | | Sioux Falls | | SD | | Freestanding | | n/a | | | (6) | | | 72,500 | | | | 0.0 | % | | | 6 | |
190 | | 2800 North Germantown Parkway | | Cordova | | TN | | Mall | | Sears | | 50% | | | 160,900 | | | | 100.0 | % | | | 12 | |
191 | | 4570 Poplar Avenue | | Memphis | | TN | | Freestanding | | n/a | | | (5) | | | 112,700 | | | | 80.7 | % | | | 11 | |
192 | | 12625 North Interstate Highway 35 | | Austin | | TX | | Shopping Center | | Sears | | | (5) | | | 172,000 | | | | 26.2 | % | | | 25 | |
193 | | 3450 West Camp Wisdom Road | | Dallas | | TX | | Mall | | Sears | | 50% | | | 205,300 | | | | 100.0 | % | | | 13 | |
194 | | 9484 Dyer Street | | El Paso | | TX | | Freestanding | | n/a | | | (6) | | | 112,000 | | | | 54.0 | % | | | 11 | |
195 | | 300 Baybrook Mall | | Friendswood | | TX | | Mall | | n/a | | | (6) | | | 166,000 | | | | 0.0 | % | | | 13 | |
196 | | 303 Memorial City | | Houston | | TX | | Mall | | Sears | | 50% | | | 214,400 | | | | 100.0 | % | | | 20 | |
197 | | 12605 North Gessner Road | | Houston | | TX | | Freestanding | | n/a | | n/a | | | 134,000 | | | | 100.0 | % | | | 11 | |
198 | | 6301 Northwest Loop 410 | | Ingram | | TX | | Mall | | Sears | | 50% | | | 168,400 | | | | 100.0 | % | | | 12 | |
199 | | 2501 Irving Mall | | Irving | | TX | | Mall | | Sears | | 50% | | | 83,200 | | | | 95.6 | % | | | 18 | |
200 | | 201 Central Park Mall | | San Antonio | | TX | | Freestanding | | Sears | | (5)(7) | | | 213,000 | | | | 97.8 | % | | | 15 | |
201 | | 4000 North Shepherd | | Shepherd | | TX | | Freestanding | | Sears | | 50% | | | 201,700 | | | | 100.0 | % | | | 12 | |
202 | | 13131 Preston Road | | Valley View | | TX | | Mall | | n/a | | | (5) | | | 235,000 | | | | 2.5 | % | | | 23 | |
203 | | 9570 Southwest Freeway | | Westwood | | TX | | Freestanding | | n/a | | | (6) | | | 213,600 | | | | 0.0 | % | | | 18 | |
204 | | 2010 North Main Street | | Layton | | UT | | Shopping Center | | n/a | | | (6) | | | 176,800 | | | | 34.3 | % | | | 14 | |
205 | | 7453 South Plaza Center Drive | | West Jordan | | UT | | Shopping Center | | Sears | | | (5) | | | 210,800 | | | | 95.5 | % | | | 12 | |
206 | | 5901 Duke Street | | Alexandria | | VA | | Mall | | Sears | | 50% | | | 262,100 | | | | 100.0 | % | | | 18 | |
207 | | 1401 Greenbrier Parkway | | Chesapeake | | VA | | Mall | | Sears | | (7) | | | 169,400 | | | | 100.0 | % | | | 15 | |
208 | | 12000 Fair Oaks Mall | | Fairfax | | VA | | Mall | | Sears | | | (5) | | | 220,700 | | | | 72.3 | % | | | 15 | |
209 | | 5200 Mercury Boulevard | | Hampton | | VA | | Shopping Center | | Sears | | 50% | | | 245,000 | | | | 100.0 | % | | | 16 | |
210 | | 4588 Virginia Beach Boulevard | | Virginia Beach | | VA | | Mall | | Sears | | (7) | | | 197,300 | | | | 100.0 | % | | | 14 | |
211 | | 141 West Lee Highway | | Warrenton | | VA | | Shopping Center | | Sears | | | (7) | | | 121,100 | | | | 100.0 | % | | | 9 | |
212 | | 2200 148th Avenue Northeast | | Redmond | | WA | | Shopping Center | | Sears | | | (5) | | | 267,400 | | | | 86.6 | % | | | 15 | |
213 | | 8800 Northeast Vancouver Mall Drive | | Vancouver | | WA | | Mall | | Sears | | 50% | | | 129,600 | | | | 100.0 | % | | | 10 | |
214 | | 5200 South 76th Street | | Greendale | | WI | | Mall | | n/a | | | (6) | | | 187,500 | | | | 63.3 | % | | | 21 | |
215 | | 53 West Towne Mall | | Madison | | WI | | Mall | | Sears | | (5)(7) | | | 142,400 | | | | 100.0 | % | | | 18 | |
216 | | 1425 East Bus Highway 151 | | Platteville | | WI | | Freestanding | | n/a | | | (6) | | | 94,800 | | | | 0.0 | % | | | 10 | |
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PROPERTY INFORMATION | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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Wholly Owned Properties
June 30, 2018
| | | | | | | | | | Sears or | | Recapture | | Total | | | | | | | Land | |
| | Property Address | | City | | State | | Property Type (1) | | Kmart | | Rights (2)(3) | | GLA (4) | | | Leased (4) | | | Acres | |
217 | | 1701 4th Avenue West | | Charleston | | WV | | Shopping Center | | Kmart | | 50% | | | 105,600 | | | | 100.0 | % | | | 10 | |
218 | | 731 Beverly Pike | | Elkins | | WV | | Shopping Center | | n/a | | | (6) | | | 99,600 | | | | 0.0 | % | | | 8 | |
219 | | 101 Great Teays Boulevard | | Scott Depot | | WV | | Freestanding | | Kmart | | 50% | | | 89,800 | | | | 100.0 | % | | | 8 | |
220 | | 4000 East 2nd Street | | Casper | | WY | | Shopping Center | | Kmart | | 50% | | | 91,400 | | | | 100.0 | % | | | 8 | |
221 | | 2150 South Douglas Highway | | Gillette | | WY | | Freestanding | | Kmart | | 50% | | | 94,600 | | | | 100.0 | % | | | 10 | |
222 | | 1960 North Federal Boulevard | | Riverton | | WY | | Freestanding | | n/a | | | (6) | | | 94,800 | | | | 0.0 | % | | | 9 | |
| | Total - Wholly-Owned Properties | | | | | | | | | | | | 34,059,400 | | | | 80.8 | % | | | 2,836 | |
(1) | Company classification. Mall properties are attached to regional malls; Shopping Center properties include properties attached, within or adjacent to neighborhood shopping or power centers, as well as freestanding properties. |
(2) | Properties with 50% recapture rights are subject to the Company's right to recapture approximately 50% of the space within a store (subject to certain exceptions). In addition, the Company has the right to recapture any automotive care centers which are free-standing or attached as “appendages” to the stores and all outparcels or outlots, as well as certain portions of parking areas and common areas. |
(3) | In addition to the 50% recapture rights described above, properties with 100% recapture rights are subject to the Company's right to recapture the entire space within a store for a specified fee. |
(4) | Based on signed leases as of June 30, 2018. |
(5) | As of June 30, 2018, the Company had exercised certain recapture rights with respect to this property. |
(6) | As of June 30, 2018, Sears Holdings had exercised its termination rights with respect to this property. |
(7) | During the quarter ended June 30, 2018, Sears Holdings notified the Company of its intent to exercise its termination rights with respect to this property. |
(8) | Property is subject to a ground lease. |
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DISCLOSURES | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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Non-GAAP Measures
The Company makes reference to NOI, Total NOI, EBITDA, Adjusted EBITDA, FFO and Company FFO which are financial measures that include adjustments to accounting principles generally accepted in the United States (“GAAP”).
None of Total NOI, EBITDA, Adjusted EBITDA, FFO or Company FFO, 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 have been provided in the tables accompanying this press release.
Net Operating Income ("NOI”), Total NOI and Annualized Total NOI
NOI is defined as income from property operations less property operating expenses. 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 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.
Annualized Total NOI is an estimate, as of the end of the reporting period, of the annual Total NOI to be generated by the Company’s portfolio including all signed leases and modifications to the Company’s master lease with Sears Holdings with respect to recaptured space. We calculate Annualized Total NOI by adding or subtracting current period adjustments for leases that commenced or expired during the period to Total NOI (as defined) for the period and annualizing, and then adding estimated annual Total NOI attributable to SNO leases and subtracting estimated annual Total NOI attributable to Sears Holdings’ space to be recaptured.
Earnings before Interest Expense, Income Tax, Depreciation, and Amortization for Real Estate ("EBITDAre") and Company EBITDA
EBITDAre is calculated in accordance with the definition set forth by the National Association of Real Estate Investment Trusts ("NAREIT"), which may not be comparable to measures calculated by other companies who do not use the NAREIT definition of EBITDA. EBITDAre is calculated as net income computed in accordance with GAAP, excluding interest expense, income tax expense, depreciation and amortization, gains (or losses) from property sales and impairment charges on depreciable real estate assets. The Company believes EBITDAre provides useful information to investors regarding our results of operations because it removes the impact of the Company’s capital structure (primarily interest expense) and its asset base (primarily depreciation and amortization). Management also believes the use of EBITDAre facilitates comparisons between us and other equity REITs and real property owners that are not REITs.
The Company makes certain adjustments to EBITDAre, which it refers to as Company EBITDA, to account for certain non-cash and non-comparable items, such as termination fee income, unrealized loss on interest rate cap, litigation charges, acquisition-related expenses and certain up-front-hiring and personnel costs that it does not believe are representative of ongoing operating results.
Funds From Operations ("FFO") and Company FFO
FFO is calculated in accordance with NAREIT, which defines FFO as net income computed in accordance with GAAP, excluding gains (or losses) from property sales, real estate related depreciation and amortization, and impairment charges on depreciable real estate assets. The Company considers FFO a helpful supplemental measure of the operating performance for equity REITs and a complement to GAAP measures because it is a recognized measure of performance by the real estate industry.
The Company makes certain adjustments to FFO, which it refers to as Company FFO, to account for certain non-cash and non-comparable items, such as lease termination income, loss on interest rate cap, litigation charges, acquisition-related expenses, and certain up-front-hiring and personnel costs, that it does not believe are representative of ongoing operating results. The Company previously referred to this metric as Normalized FFO; the definition and calculation remain the same.
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DISCLOSURES | ![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000003.jpg)
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Forward-Looking Statements
This document contains forward-looking statements, which are based on the current beliefs and expectations of management and are subject to significant risks, assumptions and uncertainties that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: competition in the real estate and retail industries; our substantial dependence on Sears Holdings Corporation; Sears Holdings Corporation’s termination and other rights under its master lease with us; risks relating to our recapture and acquisition of properties and redevelopment activities; contingencies to the commencement of rent under leases; the terms of our indebtedness; restrictions with which we are required to comply in order to maintain REIT status and other legal requirements to which we are subject; and our lack of operating history. For additional discussion of these and other applicable risks, assumptions and uncertainties, see the “Risk Factors” and forward-looking statement disclosure contained in filings with the Securities and Exchange Commission. While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially. We intend 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.
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![](https://capedge.com/proxy/8-K/0001564590-18-018952/ggeyjazuv5nb000036.jpg)
Seritage Growth Properties
500 Fifth Avenue | New York, NY 10110
212-355-7800 | www.seritage.com