Supplemental Information Period Ended December 31, 2015
Supplemental Information Period Ended December 31, 2015
INTRODUCTION
Background
Seritage Growth Properties (NYSE: SRG) (the Company) is a fully-integrated, self-administered and self-managed
retail REIT with interests in 235 wholly-owned properties and 31 joint venture properties totaling over 42 million
square feet across 49 states and Puerto Rico. Pursuant to a master lease (the Master Lease), 223 of the
Companys 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
several properties, third-party tenants under direct leases occupy a portion of leasable space alongside Sears and
Kmart, and 12 properties are leased entirely to third parties. The Company also owns 50% interests in 31
properties through joint venture investments with General Growth Properties, Inc. (NYSE: GGP), Simon Property
Group Inc. (NYSE: SPG), and The Macerich Company (NYSE: MAC). A substantial majority of the space at the
Companys 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 Companys whollyowned 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 own 28 properties, ground lease one property and lease
two properties (collectively, the JV Properties) (collectively, the Transaction). The Rights Offering ended on
July 2, 2015, and the Companys 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
Companys 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. Additionally,
where reference is made to "GAAP", this refers to accounting principles generally accepted in the United States.
TABLE OF CONTENTS
SERITAGE GROWTH PROPERTIES
SUPPLEMENTAL INFORMATION
PERIOD ENDED DECEMBER 31, 2015
Page
1
COMPANY INFORMATION
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheet
Consolidated Statements of Operations
2
3
4
5
6
7
8
PROPERTY INFORMATION
Portfolio Overview
Signed Not Yet Open Leases (SNO Leases)
Redevelopment Projects
Joint Venture Properties
Wholly Owned Properties
10
13
14
15
17
DISCLOSURES
Non-GAAP Measures
Forward-Looking Statements
26
27
ii
COMPANY INFORMATION
Company Contacts
Benjamin Schall
Brian Dickman
Matthew Fernand
James Bry
Mary Rottler
ir@seritage.com
646.277.1268
Summary Information
December 31, 2015
(In thousands, except per share, PSF and ratio amounts)
July 7, 2015 to
Financial Results
89,493
FFO (page 7)
36,061
61,954
0.65
1.12
$33.84 to $44.00
As of
Portfolio Data (page 10)
Number of properties
266
42,468 / 39,743
99.5% / 99.4%
% of Total
Tenant
Sears Holdings
154,255
76.0%
35,747
17.6%
11.78
12,936
6.4%
20.73
202,938
100.0%
Total
4.30
5.13
As of
Financial Ratios (page 4)
34.1%
5.3x
3.3x
-1-
840,563
814,652
Accumulated depreciation
(29,076)
1,626,139
Construction in progress
13,136
1,639,275
427,052
62,867
Restricted cash
92,475
9,772
578,795
23,123
Total assets
2,833,359
1,142,422
120,860
Total liabilities
1,263,282
248
Class B shares $0.01 par value; 5,000,000 shares authorized; 1,589,020 shares issued and outstanding
16
Class C shares $0.01 par value; 50,000,000 shares authorized; 6,773,185 shares issued and outstanding
68
924,508
Accumulated deficit
(38,145)
886,695
Non-controlling interests
683,382
Total equity
1,570,077
-2-
2,833,359
July 7, 2015 to
REVENUE
Rental income
Tenant reimbursements
45,256
86,645
14,252
26,926
59,508
113,571
3,514
6,329
11,614
22,355
32,972
65,907
Total revenue
EXPENSES
Property operating
4,174
9,956
57
18,397
Total expenses
52,331
122,944
7,177
(9,373)
2,052
4,772
98
136
(15,665)
(30,461)
(119)
(2,933)
(6,457)
(37,859)
(493)
(944)
(6,950)
(38,803)
Acquisition-related expenses
2,913
16,465
(4,037)
(22,338)
Net loss per share attributable to Class A and Class C common shareholders
Basic and diluted (1) (2)
(0.13)
(0.71)
31,391
31,386
(1) Earnings per share is not presented for Class B shareholders as they do not have economic rights.
(2) Restricted stock awards are excluded from the computation of diluted loss per share because their inclusion would have an anti-dilutive effect.
-3-
24,818
6,773
OP units outstanding
24,176
55,767
Share Price
$40.22
2,242,949
Total debt
2,242,949
1,161,196
3,404,145
Debt Ratios
Total debt to total market capitalization
34.1%
Total debt
1,161,196
(62,867)
Restricted cash
(92,475)
Net Debt
1,005,854
5.3x
2,264,573
427,052
2,691,625
37.4%
Interest expense
30,461
(2,657)
27,804
3.3x
(1) Adjusted EBITDA for the period has been annualized for purposes of calculating net debt to Adjusted EBITDA.
-4-
Total NOI
REVENUE
Rental income
Tenant reimbursements
Total revenue
EXPENSES
Property operating
Real estate taxes
Total expenses
NOI from consolidated properties
NOI from unconsolidated joint ventures
Total NOI before GAAP adjustments
Straight-line rental income (1)
Above/below market rental income/expense (1)
Total NOI
-5-
45,256
14,252
59,508
July 7, 2015 to
December 31, 2015
$
3,514
11,614
15,128
44,380
8,170
52,550
(5,229)
(290)
47,031
7,177
32,972
4,174
57
8,170
52,550
(5,229)
(290)
47,031
86,645
26,926
113,571
6,329
22,355
28,684
84,887
14,456
99,343
(9,353)
(497)
89,493
(9,373)
65,907
9,956
18,397
14,456
99,343
(9,353)
(497)
89,493
July 7, 2015 to
December 31, 2015
Adjusted EBITDA
EBITDA
Unrealized loss on interest rate cap
Acquisition-related expenses
Up-front hiring and personnel costs
Adjusted EBITDA
-6-
(6,950)
32,972
5,299
15,665
493
47,479
47,479
119
57
111
47,766
(38,803)
65,907
8,987
30,461
944
67,496
67,496
2,933
18,397
1,906
90,732
July 7, 2015 to
(6,950)
(38,803)
Adjustments:
Real estate depreciation and amortization (consolidated properties)
Real estate depreciation and amortization (unconsolidated joint ventures)
FFO attributable to Seritage Growth Properties
32,942
65,877
5,299
8,987
31,291
36,061
0.56
0.65
31,291
36,061
Normalized FFO
Funds from Operations
Adjustments:
Unrealized loss on interest rate cap
119
2,933
1,333
2,657
57
18,397
111
1,906
32,911
61,954
0.59
1.12
31,391
31,386
24,176
24,176
55,567
55,562
-7-
1,161,000
Interest rate
LIBOR + 465
Maturity
July 2019
Restricted Cash
Reserve for property operating expenses
41,157
28,701
12,039
10,578
92,475
12,719
3,794
FF&E
2,572
2,101
1,937
23,123
27,894
25,333
22,105
Below-market leases
18,986
15,124
8,670
Accrued interest
2,748
-8-
120,860
July 7, 2015 to
4,376
853
Total
8,299
1,054
5,229
9,353
194
388
96
Total
Amortization of deferred financing costs
109
290
497
(1,333)
(2,657)
(228)
(944)
Capital Expenditures
Development and redevelopment costs
6,900
14,775
1,494
2,493
21
539
854
8,940
18,143
July 7, 2015 to
Dividends
Dividends per Class A and Class C common share
Declaration date
Record date
Payment date
-9-
0.25
0.50
March 8, 2016
PROPERTY INFORMATION
Portfolio Overview
December 31, 2015
(In thousands, except number of properties/leases and PSF amounts)
Wholly Owned
Joint Venture
Properties
Properties
Number of properties
Seritage
Total
235
31
266
Total GLA
37,019
5,449
42,468
At share
37,019
2,724
39,743
Leased GLA
36,800
5,449
42,249
At share
36,800
2,724
39,524
99.4%
100.0%
99.5%
99.4%
100.0%
99.4%
Percentage leased
At share
Tenant
Number of
Leased
% of Total
Annual
% of Total
Annual Base
Leases
GLA
Leased GLA
Base Rent
Rent PSF
255
35,865
90.7%
240
3,035
30
624
270
Total
525
154,255
76.0%
7.7%
35,747
17.6%
11.78
1.6%
12,936
6.4%
20.73
3,659
9.3%
48,683
24.0%
13.31
39,524
100.0%
202,938
100.0%
(1) Leases reflects number of properties subject to the Master Lease and JV Master Leases.
- 10 -
4.30
5.13
PROPERTY INFORMATION
Portfolio Overview (contd)
December 31, 2015
(In thousands, except number of properties/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 Companys proportional share, based on signed leases as of December 31, 2015:
Number of
State
Properties
California
43
Florida
New York
Annual
% of Total
Base Rent
Rent PSF
39,926
19.7%
27
23,086
11.4%
5.48
12
12,684
6.2%
6.36
Texas
17
12,480
6.1%
4.78
Illinois
12
9,166
4.5%
4.06
Pennsylvania
8,413
4.1%
9.32
New Jersey
7,171
3.5%
6.53
10
6,571
3.2%
3.54
6,553
3.2%
5.35
Michigan
Virginia
Puerto Rico
Total Top 10
Annual Base
6
148
Other (1)
118
Total
266
$
$
6,318
3.1%
132,368
65.0%
70,570
35.0%
202,938
100.0%
5.85
7.00
$
5.54
4.51
5.13
Tenant Summary
The following table lists the top five tenants in the portfolio, including JV Properties presented at the Companys
proportional share, based on signed leases as of December 31, 2015:
Tenant
Sears Holdings (1)
Lands' End (2)
Number of
Annual
% of Total
Leases
Base Rent
255
$154,255
76.0%
74
7,134
3.5%
Primark
5,544
2.7%
Nordstrom Rack
4,388
2.2%
At Home
2,732
1.3%
(1) Leases reflects number of properties subject to the Master Lease and JV Master Leases.
(2) Lease agreements between Sears Holdings and Lands End were retained as a sublease under the Master Lease. However, Sears Holdings pays us
additional rent under the Master Lease (in lieu of base rent attributable to the Lands End space leased to Sears Holdings under the Master Lease)
an amount equal to rent payments (including expenses) required to be made by Lands End under the Lands End leases.
- 11 -
PROPERTY INFORMATION
Portfolio Overview (contd)
December 31, 2015
(In thousands, except number of properties and PSF amounts)
Retail Property Type
As of December 31, 2015, the portfolio included 133 properties attached to regional malls and 133 shopping
center or freestanding properties. The following table provides a summary of the portfolio, including JV
Properties presented at the Companys proportional share, based on these property types and signed leases as
of December 31, 2015:
Number of
Leased
Properties
Annual
GLA
Base Rent
Mall
133
21,555
119,123
Shopping Center
133
17,969
266
39,524
202,938
Total
Annual Base
Rent PSF
Occupancy
5.53
4.66
98.8%
5.13
99.4%
83,815
100.0%
(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.
- 12 -
PROPERTY INFORMATION
Signed Not Yet Open Leases (SNO Leases)
December 31, 2015
(In thousands, except PSF amounts)
SNO Lease Summary
The table below provides a summary of the Companys SNO leases from July 7, 2015 to December 31, 2015,
including JV Properties presented at the Companys proportional share:
As of July 7, 2015
Opened
Signed
As of December 31, 2015
Total
Annual
Annual Base
Base Rent
Rent PSF
$
18,989 $
14.26
(10,678)
12.39
4,625
30.03
$
12,936 $
20.73
Number of
SNO Leases
GLA
35
1,332
(14)
(862)
9
154
30
624
Incremental (1)
Annual
Annual Base
Base Rent
Rent PSF
2,928
22.55
(1) Reflects incremental rent for new tenants over that paid by Sears Holdings on a "same space" basis.
Tenant
Nordstrom Rack
The Fresh Market
DSW
REI
Outback
Yard House
Nordstrom Rack
Nordstrom Rack
Orvis
PetSmart
Long's Drugstore (CVS)
Williams-Sonoma
Hobby Lobby
Forever 21
Multiple
Various
Various
- 13 -
GLA
33
25
17
27
8
12
37
33
5
20
24
16
84
13
14
102
154
624
Annual
Base Rent
12,936
Annual Base
Rent PSF
20.73
PROPERTY INFORMATION
Redevelopment Projects
As of December 31, 2015
(In thousands)
The table below summarizes new retenanting or redevelopment projects that the Company initiated during the
period ended December 31, 2015:
(dollars in thousands)
Total Est.
Total Est.
Est.
Est.
Total Project
Development
Project
Construction
Substantial
Square Feet
Costs (1)
Costs (1)
Start
Completion
3,900
Q1 2016
Q4 2016
Property
Description
King of Prussia, PA
29,100
Braintree, MA
90,000
11,700
12,100
Q1 2016
Q4 2016
Honolulu, HI
79,000
8,500
19,700
Q2 2016
Q2 2017
Memphis, TN
135,200
24,100
25,200
Q2 2016
Q3 2017
San Antonio, TX
19,500
3,300
3,300
Q3 2016
Q2 2017
Total
352,800
Est. Annual Base Rent (2)
New
10,000
Existing
$
2,100
3,900
51,500
64,200
Est. Incremental
Incremental
$
7,900
(1) Total estimated development costs exclude, and total estimated project costs include, termination fees to recapture 100% of the property.
(2) Estimated annual base rent 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) Incremental annual base rent divided by total estimated project costs.
- 14 -
PROPERTY INFORMATION
Joint Venture Properties
As of December 31, 2015
(In thousands)
GGP Joint Venture
Recapture
Total
State
Rights (1)
GLA (2)
NM
50%
83,300
100.0%
Mall Name
City
Coronado Center
Albuquerque (3)
Occupancy
Bakersfield (4)
CA
50%
102,100
100.0%
Columbia
MD
50%
74,500
100.0%
Stonebriar Centre
Frisco
TX
50%
81,500
100.0%
Alderwood
Lynnwood
WA
50%
88,800
100.0%
Ridgedale Center
Minnetonka
MN
50%
102,500
100.0%
Natick Collection
Natick (5)
MA
50%
95,300
100.0%
Sooner Mall
Norman (5)
OK
50%
33,400
100.0%
Oakbrook Center
Oak Brook
IL
50%
157,000
100.0%
10
Paramus Park
Paramus
NJ
50%
96,200
100.0%
11
FL
50%
72,100
100.0%
12
NY
50%
94,400
100.0%
(1) Properties with 50% recapture rights are subject to the joint ventures 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)
(3)
(4)
(5)
Based on signed leases as of December 31, 2015; GLA presented at the Company's proportional share.
The joint venture submitted a recapture notice for this property during the quarter ended December 31, 2015.
The joint venture submitted a recapture notice for this property subsequent to December 31, 2015.
Property is subject to a lease or ground lease agreement.
Total
State
Rights (1)
GLA (2)
MI
50%
85,300
100.0%
Mall Name
City
Briarwood
Ann Arbor
Occupancy
Austin
TX
50%
82,300
100.0%
Brea Mall
Brea
CA
50%
84,100
100.0%
Burlington Mall
Burlington
MA
50%
135,600
100.0%
Midland
TX
50%
58,300
100.0%
Nanuet
NY
50%
110,700
100.0%
Pittsburgh
PA
50%
88,300
100.0%
Santa Rosa
CA
50%
82,700
100.0%
Toms River
NJ
50%
54,600
100.0%
10
Tulsa
OK
50%
75,100
100.0%
(1) Properties with 50% recapture rights are subject to the joint ventures 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 December 31, 2015; GLA presented at the Company's proportional share.
- 15 -
PROPERTY INFORMATION
Joint Venture Properties (contd)
As of December 31, 2015
(In thousands)
Macerich Joint Venture
Recapture
Total
GLA (2)
Mall Name
City
State
Rights (1)
Cerritos
CA
50%
138,800
Occupancy
100.0%
Chandler
AZ
50%
70,800
100.0%
Danbury Fair
Danbury
CT
50%
89,200
100.0%
Deptford Mall
Deptford
NJ
50%
95,900
100.0%
Freehold
NJ
50%
69,700
100.0%
Glendale
AZ
50%
62,500
100.0%
Lubbock
TX
50%
75,300
100.0%
Modesto
CA
50%
74,300
100.0%
Portland
OR
50%
110,000
100.0%
(1) Properties with 50% recapture rights are subject to the joint ventures 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 December 31, 2015; GLA presented at the Company's proportional share.
- 16 -
PROPERTY INFORMATION
Wholly Owned Properties
As of December 31, 2015
Property Address
City
Anchorage
4
5
Sears or
Recapture
Total
GLA (4)
State
Kmart
Rights (2)(3)
AK
Shopping Center
Sears
100%
Cullman
AL
Shopping Center
Kmart
AR
Mall
Sears
Russellville
AR
Shopping Center
Flagstaff
AZ
Mall
Mesa
AZ
Peoria
AZ
Phoenix
AZ
Phoenix
AZ
10
Prescott
AZ
11
Sierra Vista
AZ
12
Sierra Vista
AZ
13
Tucson
14
Yuma
15
16
17
18
Land
Occupancy
Acres
257,900
95.8%
26
50%
98,500
100.0%
50%
185,700
100.0%
15
Kmart
50%
88,000
100.0%
Sears
50%
66,200
100.0%
Mall
Sears
50%
121,900
100.0%
11
Shopping Center
n/a
n/a
104,400
100.0%
10
Mall
Sears
50%
144,200
100.0%
10
Shopping Center
n/a
n/a
151,200
100.0%
11
Mall
Sears
50%
102,300
100.0%
10
Mall
Sears
50%
94,700
100.0%
Shopping Center
Kmart
50%
86,100
100.0%
12
AZ
Mall
Sears
50%
250,100
100.0%
20
AZ
Shopping Center
Sears
50%
90,400
100.0%
14
Antioch
CA
Shopping Center
Kmart
50%
95,200
100.0%
CA
Shopping Center
Kmart
50%
80,000
96.5%
Carson
CA
Mall
Sears
50%
181,200
100.0%
13
565 Broadway
Chula Vista
CA
Mall
Sears
50%
250,100
100.0%
16
19
Citrus Heights
CA
Mall
Sears
50%
289,500
100.0%
22
20
Delano
CA
Shopping Center
Kmart
50%
86,100
100.0%
21
El Cajon
CA
Mall
Sears
50%
286,500
100.0%
22
22
El Centro
CA
Mall
Sears
50%
139,700
100.0%
14
23
Fairfield
CA
Mall
Sears
50%
164,100
100.0%
24
Florin
CA
Shopping Center
Sears
50%
272,700
100.0%
20
25
Fresno
CA
Shopping Center
Sears
50%
217,600
100.0%
13
26
McKinleyville
CA
Shopping Center
Kmart
50%
94,800
100.0%
27
Merced
CA
Shopping Center
Sears
50%
92,600
100.0%
10
- 17 -
PROPERTY INFORMATION
Wholly Owned Properties
As of December 31, 2015
Sears or
Recapture
Total
State
Kmart
Rights (2)(3)
GLA (4)
Montclair
CA
Mall
Sears
50%
Moreno Valley
CA
Mall
Sears
Newark
CA
Mall
Sears
31
North Hollywood
CA
Shopping Center
32
Northridge
CA
Mall
33
Palm Desert
CA
34
Ramona
35
Riverside
36
37
38
39
Property Address
City
28
29
30
Land
Occupancy
Acres
174,700
100.0%
50%
169,400
100.0%
11
50%
145,800
100.0%
10
Sears
50%
151,000
100.0%
Sears
50%
291,800
100.0%
15
Mall
Sears
50%
151,500
100.0%
CA
Shopping Center
Kmart
50%
107,500
94.6%
10
CA
Shopping Center
Sears
50%
214,200
100.0%
19
Riverside
CA
Shopping Center
Kmart
50%
132,600
100.0%
13
Roseville
CA
Mall
Sears
50%
139,000
100.0%
Salinas
CA
Mall
Sears
50%
133,000
100.0%
10
San Bernardino
CA
Mall
Sears
100%
264,700
100.0%
22
40
San Bruno
CA
Mall
Sears
50%
276,600
100.0%
13
41
San Diego
CA
Mall
Sears
50%
194,800
100.0%
13
42
San Jose
CA
Mall
Sears
50%
262,500
100.0%
22
43
Santa Cruz
CA
Mall
Sears
50%
119,600
100.0%
10
44
Santa Maria
CA
Mall
Sears
50%
108,600
100.0%
45
Santa Monica
CA
Shopping Center
Sears
100%
117,800
100.0%
46
Santa Paula
CA
Shopping Center
Kmart
50%
71,300
100.0%
10
47
Temecula
CA
Mall
Sears
50%
115,600
100.0%
10
48
Thousand Oaks
CA
Shopping Center
Sears
50%
164,000
100.0%
11
49
Ventura
CA
Mall
Sears
50%
178,600
100.0%
50
Visalia
CA
Shopping Center
Sears
50%
75,600
100.0%
51
West Covina
CA
Mall
Sears
50%
142,000
100.0%
16
52
Westminster
CA
Mall
Sears
100%
197,900
100.0%
14
53
Lakewood
CO
Shopping Center
Sears
50%
153,000
100.0%
54
Thornton
CO
Shopping Center
Kmart
50%
190,200
100.0%
25
55
Waterford
CT
Mall
Sears
50%
149,300
100.0%
11
- 18 -
PROPERTY INFORMATION
Wholly Owned Properties
As of December 31, 2015
Sears or
Recapture
Total
State
Kmart
Rights (2)(3)
GLA (4)
West Hartford
CT
Shopping Center
Sears
100%
Rehoboth Beach
DE
Shopping Center
Kmart
Altamonte Springs
FL
Mall
Sears
59
Boca Raton
FL
Mall
60
Bradenton
FL
Mall
61
Bradenton
FL
62
Clearwater
63
Doral
64
65
66
67
Property Address
City
56
57
58
Land
Occupancy
Acres
202,100
100.0%
13
50%
122,200
100.0%
13
50%
214,300
100.0%
17
Sears
50%
178,500
100.0%
19
Sears
50%
99,900
100.0%
15
Shopping Center
Kmart
50%
82,900
100.0%
FL
Mall
Sears
50%
211,700
100.0%
14
FL
Mall
Sears
50%
212,900
100.0%
13
Ft. Myers
FL
Mall
Sears
50%
146,800
100.0%
12
Gainesville
FL
Mall
Sears
50%
140,500
100.0%
Hialeah
FL
Mall
Sears
50%
197,400
100.0%
Hialeah
FL
Shopping Center
Kmart
50%
106,400
100.0%
68
Kissimmee
FL
Shopping Center
Kmart
50%
148,900
100.0%
14
69
Lakeland
FL
Mall
Sears
50%
156,200
100.0%
12
70
Melbourne
FL
Shopping Center
Sears
50%
102,600
100.0%
14
71
Miami
FL
Mall
Sears
100%
173,300
100.0%
12
72
Miami
FL
Mall
Sears
100%
170,100
100.0%
15
73
Naples
FL
Mall
Sears
50%
161,900
100.0%
12
74
North Miami
FL
Shopping Center
Kmart
100%
122,200
100.0%
11
75
Ocala
FL
Mall
Sears
50%
146,200
100.0%
12
76
Orange Park
FL
Shopping Center
n/a
n/a
87,400
100.0%
77
Orlando
FL
Mall
Sears
100%
202,000
100.0%
18
78
Panama City
FL
Mall
Sears
50%
139,300
100.0%
15
79
Pensacola
FL
Shopping Center
Sears
50%
212,300
100.0%
15
80
Plantation
FL
Mall
Sears
50%
201,600
100.0%
18
81
Sarasota
FL
Mall
Sears
50%
212,500
100.0%
15
82
St. Petersburg
FL
Shopping Center
Kmart
50%
120,600
100.0%
11
83
St. Petersburg
FL
Mall
Sears
100%
193,900
100.0%
14
- 19 -
PROPERTY INFORMATION
Wholly Owned Properties
As of December 31, 2015
Sears or
Recapture
Total
State
Kmart
Rights (2)(3)
GLA (4)
Atlanta
GA
Mall
Sears
50%
Savannah
GA
Mall
Sears
Honolulu
HI
Shopping Center
Kmart
87
Algona
IA
Shopping Center
Kmart
88
Cedar Rapids
IA
Mall
Sears
89
Charles City
IA
Shopping Center
90
Webster City
IA
91
Boise
ID
92
Chicago
93
Chicago
94
95
96
97
Property Address
City
84
85
86
Land
Occupancy
Acres
226,300
100.0%
15
100%
167,300
100.0%
15
100%
77,400
100.0%
50%
99,300
100.0%
50%
146,000
100.0%
12
Kmart
50%
96,600
100.0%
11
Shopping Center
Kmart
50%
40,800
100.0%
Mall
Sears
50%
123,600
100.0%
IL
Shopping Center
Sears
50%
356,700
100.0%
IL
Shopping Center
Sears
50%
293,700
100.0%
Chicago
IL
Shopping Center
Kmart
50%
168,500
100.0%
Homewood
IL
Shopping Center
n/a
n/a
196,100
100.0%
19
Joliet
IL
Mall
Sears
50%
204,600
100.0%
17
Lombard
IL
Shopping Center
n/a
n/a
139,300
100.0%
98
Moline
IL
Shopping Center
Kmart
50%
123,700
100.0%
12
99
North Riverside
IL
Mall
Sears
50%
203,000
100.0%
13
100
Orland Park
IL
Mall
Sears
50%
199,600
100.0%
16
101
Springfield
IL
Shopping Center
Kmart
50%
126,900
100.0%
14
102
Steger
IL
Shopping Center
Kmart
50%
87,400
100.0%
103
Elkhart
IN
Shopping Center
Kmart
50%
86,500
100.0%
104
Ft. Wayne
IN
Mall
Sears
50%
220,000
100.0%
15
105
Merrillville
IN
Shopping Center
Kmart
50%
173,100
85.0%
17
106
Leavenworth
KS
Shopping Center
Kmart
50%
83,600
100.0%
107
Overland Park
KS
Shopping Center
Sears
50%
223,200
100.0%
19
108
Hopkinsville
KY
Shopping Center
Kmart
50%
93,000
80.9%
13
109
Owensboro
KY
Shopping Center
Kmart
50%
68,300
100.0%
110
Paducah
KY
Mall
Sears
50%
108,200
100.0%
111
Houma
LA
Shopping Center
Kmart
50%
101,400
100.0%
- 20 -
PROPERTY INFORMATION
Wholly Owned Properties
As of December 31, 2015
Sears or
Recapture
Total
State
Kmart
Rights (2)(3)
GLA (4)
LA
Mall
Sears
50%
New Iberia
LA
Shopping Center
Kmart
Braintree
MA
Shopping Center
Kmart
MA
Mall
Sears
MD
Shopping Center
Sears
MD
Shopping Center
Edgewater
MD
Hagerstown
MD
Madawaska
Alpena
122
123
124
125
Property Address
City
112
Lafayette
113
114
115
1325 Broadway
Saugus
116
Bowie
117
Cockeysville
118
119
120
121
Land
Occupancy
Acres
194,900
100.0%
16
50%
91,700
100.0%
12
100%
113,500
100.0%
34
50%
210,500
100.0%
16
50%
131,500
100.0%
11
Sears
50%
165,900
100.0%
12
Shopping Center
Kmart
50%
117,200
100.0%
14
Mall
Sears
50%
122,700
100.0%
12
ME
Shopping Center
Kmart
50%
49,700
100.0%
MI
Shopping Center
Kmart
50%
118,200
100.0%
12
Jackson
MI
Shopping Center
Sears
50%
152,700
100.0%
15
Lincoln Park
MI
Shopping Center
Sears
50%
301,700
100.0%
17
1560 US 31 South
Manistee
MI
Shopping Center
Kmart
50%
94,600
100.0%
12
Roseville
MI
Mall
Sears
50%
385,400
100.0%
21
126
MI
Shopping Center
Kmart
50%
92,700
100.0%
11
127
MI
Shopping Center
Kmart
100%
122,200
100.0%
11
128
Troy
MI
Mall
Sears
50%
402,600
100.0%
30
129
Ypsilanti
MI
Shopping Center
n/a
n/a
99,400
100.0%
12
130
Burnsville
MN
Mall
Sears
50%
167,400
100.0%
15
131
Detroit Lakes
MN
Shopping Center
Kmart
50%
87,100
100.0%
15
132
Maplewood
MN
Mall
Sears
50%
174,900
100.0%
14
133
St. Paul
MN
Shopping Center
Sears
100%
217,900
100.0%
17
134
Cape Girardeau
MO
Shopping Center
Kmart
50%
82,600
100.0%
135
Florissant
MO
Shopping Center
Kmart
50%
119,000
100.0%
11
136
Jefferson City
MO
Shopping Center
Kmart
50%
97,100
100.0%
10
137
Springfield
MO
Shopping Center
n/a
n/a
112,900
100.0%
138
Columbus
MS
Shopping Center
Kmart
50%
166,700
71.9%
18
139
Havre
MT
Shopping Center
Kmart
50%
94,700
100.0%
- 21 -
PROPERTY INFORMATION
Wholly Owned Properties
As of December 31, 2015
Sears or
Recapture
Total
State
Kmart
Rights (2)(3)
GLA (4)
Asheville
NC
Mall
Sears
50%
Concord
NC
Shopping Center
Kmart
Greensboro
NC
Shopping Center
n/a
143
Minot
ND
Shopping Center
144
Kearney
NE
Shopping Center
145
Manchester
NH
146
Nashua
147
Portsmouth
148
Salem
149
1500 Highway 35
Middletown
150
1640 Route 22
151
50 Route 46
152
153
Property Address
City
140
141
142
Land
Occupancy
Acres
240,700
100.0%
16
50%
171,300
100.0%
26
n/a
173,300
99.0%
16
Kmart
50%
110,400
100.0%
13
Kmart
50%
86,500
100.0%
Mall
Sears
50%
144,100
100.0%
11
NH
Mall
Sears
50%
167,100
100.0%
NH
Mall
Sears
50%
127,000
100.0%
13
NH
Mall
Sears
50%
206,500
100.0%
14
NJ
Shopping Center
Sears
100%
191,200
100.0%
23
Watchung
NJ
Shopping Center
Sears
100%
262,900
100.0%
19
Wayne
NJ
Mall
Sears
50%
327,400
100.0%
26
Deming
NM
Shopping Center
Kmart
50%
96,600
100.0%
10
Farmington
NM
Shopping Center
Kmart
50%
90,700
100.0%
11
154
Hobbs
NM
Shopping Center
Kmart
50%
88,900
100.0%
155
Henderson
NV
Shopping Center
Kmart
50%
143,900
100.0%
12
156
Las Vegas
NV
Mall
Sears
50%
150,200
100.0%
11
157
Reno
NV
Mall
Sears
50%
198,800
100.0%
158
Albany
NY
Mall
Sears
50%
305,700
100.0%
21
159
Clay
NY
Mall
Sears
50%
146,500
100.0%
12
160
East Northport
NY
Shopping Center
Sears
50%
195,400
100.0%
18
161
Hicksville
NY
Shopping Center
Sears
100%
362,600
100.0%
30
162
Johnson City
NY
Mall
Sears
50%
155,100
100.0%
11
163
Olean
NY
Shopping Center
Kmart
50%
118,000
100.0%
13
164
Rochester
NY
Mall
Sears
50%
128,500
100.0%
15
165
Sidney
NY
Shopping Center
Kmart
50%
94,400
100.0%
19
166
Victor
NY
Mall
Sears
50%
123,000
100.0%
14
167
Yorktown Heights
NY
Mall
Sears
50%
160,000
100.0%
12
- 22 -
PROPERTY INFORMATION
Wholly Owned Properties
As of December 31, 2015
Sears or
Recapture
Total
State
Kmart
Rights (2)(3)
GLA (4)
Canton
OH
Mall
Sears
50%
Chapel Hill
OH
Mall
Sears
Dayton
OH
Mall
Sears
171
Kenton
OH
Shopping Center
172
Marietta
OH
Shopping Center
173
Mentor
OH
Mall
174
Middleburg Heights
OH
175
North Canton
OH
176
Tallmadge
177
Toledo
178
179
180
181
Property Address
City
168
169
170
Land
Occupancy
Acres
219,400
100.0%
19
50%
196,300
100.0%
21
50%
192,500
100.0%
16
Kmart
50%
96,100
100.0%
11
Kmart
50%
87,500
100.0%
Sears
50%
219,100
100.0%
20
Shopping Center
Sears
50%
359,000
100.0%
15
Shopping Center
Kmart
50%
87,100
100.0%
OH
Shopping Center
Kmart
50%
84,200
100.0%
OH
Shopping Center
Sears
50%
218,700
100.0%
11
Muskogee
OK
Shopping Center
Kmart
50%
87,500
100.0%
10
Oklahoma City
OK
Shopping Center
Sears
50%
173,700
100.0%
24
Tulsa
OK
Shopping Center
n/a
n/a
87,200
100.0%
Happy Valley
OR
Mall
Sears
50%
144,300
100.0%
12
182
The Dalles
OR
Shopping Center
Kmart
50%
87,100
100.0%
183
Carlisle
PA
Shopping Center
Kmart
50%
117,800
100.0%
184
Columbia
PA
Shopping Center
Kmart
50%
86,700
100.0%
185
King Of Prussia
PA
Mall
n/a
n/a
210,800
97.6%
14
186
Lebanon
PA
Shopping Center
Kmart
50%
117,200
100.0%
15
187
Mount Pleasant
PA
Shopping Center
Kmart
50%
83,500
100.0%
10
188
Walnutport
PA
Shopping Center
Kmart
50%
121,200
100.0%
16
189
York
PA
Shopping Center
Kmart
50%
82,000
100.0%
190
Bayamon
PR
Shopping Center
Kmart
50%
115,200
100.0%
10
191
Caguas
PR
Mall
Sears
50%
138,700
100.0%
192
Avenue 65 Infanteria
Carolina
PR
Mall
Sears
50%
198,000
100.0%
11
193
Guaynabo
PR
Shopping Center
Kmart
50%
217,300
94.4%
18
194
PR Road 2, Km 149.5
Mayaguez
PR
Shopping Center
Kmart
50%
118,200
100.0%
13
195
Ponce
PR
Shopping Center
Kmart
50%
126,900
100.0%
- 23 -
PROPERTY INFORMATION
Wholly Owned Properties
As of December 31, 2015
Sears or
Recapture
Total
State
Kmart
Rights (2)(3)
GLA (4)
Warwick
RI
Shopping Center
Sears
50%
Anderson
SC
Shopping Center
Kmart
Charleston
SC
Mall
Sears
199
Rock Hill
SC
Shopping Center
200
Sioux Falls
SD
Shopping Center
201
Cordova
TN
202
Memphis
203
Austin
204
Dallas
TX
205
El Paso
TX
206
Friendswood
TX
207
Harlingen
TX
208
Houston
TX
209
Houston
TX
210
Ingram
TX
211
Irving
TX
212
San Antonio
213
Shepherd
214
Valley View
215
Westwood
216
217
218
219
Property Address
City
196
197
198
Land
Occupancy
Acres
246,000
100.0%
20
50%
118,700
100.0%
12
50%
138,800
100.0%
14
Kmart
50%
89,300
100.0%
12
Kmart
50%
72,500
100.0%
Mall
Sears
50%
160,900
100.0%
12
TN
Shopping Center
Sears
100%
202,400
100.0%
11
TX
Shopping Center
Sears
50%
172,000
100.0%
25
Mall
Sears
50%
205,300
100.0%
13
Shopping Center
Kmart
50%
112,100
100.0%
11
Mall
Sears
50%
166,000
100.0%
13
Shopping Center
Kmart
50%
91,700
100.0%
Mall
Sears
50%
218,600
100.0%
20
Shopping Center
n/a
n/a
134,000
100.0%
11
Mall
Sears
50%
168,400
100.0%
12
Mall
Sears
50%
170,900
100.0%
18
TX
Shopping Center
Sears
50%
221,900
100.0%
15
TX
Shopping Center
Sears
50%
201,700
100.0%
12
TX
Mall
Sears
100%
235,000
100.0%
23
TX
Shopping Center
Sears
50%
215,000
100.0%
18
Layton
UT
Shopping Center
Kmart
50%
166,800
60.6%
14
West Jordan
UT
Shopping Center
Sears
50%
205,400
100.0%
12
Alexandria
VA
Mall
Sears
50%
262,100
100.0%
18
Chesapeake
VA
Mall
Sears
50%
169,400
100.0%
15
220
Fairfax
VA
Mall
Sears
50%
225,800
100.0%
15
221
Hampton
VA
Shopping Center
Sears
50%
245,000
100.0%
16
222
Virginia Beach
VA
Mall
Sears
50%
200,400
100.0%
14
223
Warrenton
VA
Shopping Center
Sears
50%
121,000
100.0%
- 24 -
PROPERTY INFORMATION
Wholly Owned Properties
As of December 31, 2015
Sears or
Recapture
Total
State
Kmart
Rights (2)(3)
GLA (4)
Redmond
WA
Shopping Center
Sears
50%
Vancouver
WA
Mall
Sears
Yakima
WA
Shopping Center
Kmart
227
Greendale
WI
Mall
228
Madison
WI
Mall
229
Platteville
WI
230
Charleston
231
Elkins
232
233
234
235
Property Address
City
224
225
226
Land
Occupancy
Acres
274,900
100.0%
15
50%
129,700
100.0%
10
50%
117,300
82.9%
14
Sears
50%
238,400
100.0%
21
Sears
50%
138,300
100.0%
18
Shopping Center
Kmart
50%
94,800
100.0%
10
WV
Shopping Center
Kmart
50%
105,600
100.0%
10
WV
Shopping Center
Kmart
50%
99,600
95.3%
Scott Depot
WV
Shopping Center
Kmart
50%
89,800
100.0%
Casper
WY
Shopping Center
Kmart
50%
91,400
100.0%
Gillette
WY
Shopping Center
Kmart
50%
94,600
100.0%
10
Riverton
WY
Shopping Center
Kmart
50%
94,800
100.0%
37,018,600
99.4%
3,004
(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 December 31, 2015.
(5) The Company exercised its recapture rights for this property during the quarter ended December 31, 2015.
(6) Property is subject to a ground lease.
(7) The Company submitted a recapture notice for this property subsequent to December 31, 2015.
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DISCLOSURES
Non-GAAP Measures
The Company makes reference to net operating income (NOI), earnings before interest, taxes, depreciation and
amortization (EBITDA) and funds from operations (FFO), as well as Total NOI, Adjusted EBITDA and Normalized
FFO.
NOI is defined as income from property operations less property operating expenses. Other REITs may use
different methodologies for calculating NOI, and accordingly, the Company's depiction of NOI may not be
comparable to other REITs. The Company believes NOI provides useful information regarding 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 uses Total NOI, which includes its share of unconsolidated properties and
excludes certain GAAP adjustments, to present the Companys proportional share of NOI on a cash basis.
EBITDA is defined as NOI less administrative expenses and other operational items. EBITDA is a commonly used
measure of performance in many industries, but may not be comparable to measures calculated by other
companies. The Company believes EBITDA provides useful information to investors regarding its results of
operations because it removes the impact of its capital structure (primarily interest expense) and asset base
(primarily depreciation and amortization). The Company also considers Adjusted EBITDA to be a helpful
supplemental measure of its operating performance because it excludes from EBITDA certain other non-cash and
non-comparable items that the Company does not believe are representative of ongoing operating results.
FFO is defined using 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 FFO. FFO is calculated 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 Normalized FFO, to account
for certain non-cash and non-comparable items that it does not believe are representative of ongoing operating
results.
NOI, Total NOI, FFO, Normalized FFO, EBITDA and Adjusted EBITDA are presented to assist readers in analyzing
the Companys operating performance. None of these measures (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 Companys
operating performance. Reconciliations of these measures to the respective GAAP measures we deem most
comparable have been included in the Supplemental.
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DISCLOSURES
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 Corporations 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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