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Investments in Unconsolidated Entities | 6 Months Ended
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Jun. 30, 2025
Equity Method Investments and Joint Ventures [Abstract] |
Investments in Unconsolidated Entities | Note 4 – Investments in Unconsolidated Entities The Company conducts a portion of its property rental activities through investments in unconsolidated entities. The Company’s partners in these unconsolidated entities are unrelated real estate entities or commercial enterprises. The Company and its partners in these unconsolidated entities make initial and/or ongoing capital contributions to these unconsolidated entities. The obligations to make capital contributions are governed by each unconsolidated entity’s respective operating agreement and related governing documents. During the three months ended June 30, 2025, the Company sold its remaining interest in the SPS Portfolio Holdings II LLC joint venture to an affiliate of its joint venture partner and recognized a loss of $1.4 million on the sale. As of June 30, 2025, the Company had investments in five unconsolidated entities as follows:
|  |  |  |  |  | Seritage % |  | # of |  | Total |
Unconsolidated Entities |  | Entity Partner(s) |  | Ownership |  | Properties |  | GLA |
GS Portfolio Holdings (2017) LLC ("GGP II JV") |  | Brookfield Properties Retail (formerly GGP Inc.) |  | 50.0% |  | 1 |  |  | 93,500 |
Mark 302 JV LLC ("Mark 302 JV") |  | An investment fund managed by Invesco Real Estate |  | 50.0% |  | 1 |  |  | 51,500 |
SI UTC LLC ("UTC JV") |  | A separate account advised by Invesco Real Estate |  | 50.0% |  | 1 |  |  | 106,200 |
Tech Ridge JV Holding LLC ("Tech Ridge JV") |  | An affiliate of RD Management |  | 50.0% |  | 1 |  |  | — |
Landmark Land Holdings, LLC ("Landmark JV") |  | The Howard Hughes Corporation and Foulger-Pratt |  | 31.3% |  | 1 |  |  | — |
|  |  |  |  |  |  |  | 5 |  |  | 251,200 |
In certain circumstances, when the Company has contributed properties to unconsolidated entities in exchange for equity interests in those unconsolidated entities, the transaction price attributed to the property at the closing (the “Contribution Value”) is subject to revaluation as defined in the respective unconsolidated entity agreements, which may result in an adjustment to the gain or loss recognized. If the Contribution Value is subject to revaluation, the Company initially recognizes the gain or loss at the value that is the expected amount within the range of possible outcomes and will re-evaluate the expected amount on a quarterly basis through the final determination date. Upon revaluation, the primary inputs in determining the Contribution Value will be updated for actual results and may result in a cash settlement or capital account adjustment between the unconsolidated entity partners, as well as an adjustment to the initial gain or loss. Each reporting period, the Company re-analyzes the primary inputs that determine the Contribution Value and the gain or loss for those unconsolidated entities subject to a revaluation. As of June 30, 2025, the Company has one remaining instance where the Contribution Value is subject to a revaluation under certain conditions. The Company did no t recognize any gains or loss on revaluation during the six months ended June 30, 2025 and 2024. Summarized Financial Information for Unconsolidated Entities The following tables present summarized financial data for UTC JV (in thousands):
|  | June 30, 2025 |  |  | December 31, 2024 |
ASSETS |  |  |  |  |  |
Investment in real estate |  |  |  |  |  |
Land |  | $ | 27,992 |  |  | $ | 27,992 |
Buildings and improvements |  |  | 149,396 |  |  |  | 149,628 |
Accumulated depreciation |  |  | (14,669 | ) |  |  | (11,943 | )
|  |  | 162,719 |  |  |  | 165,677 |
Construction in progress |  |  | 3,302 |  |  |  | 3,013 |
Net investment in real estate |  |  | 166,021 |  |  |  | 168,690 |
Cash and cash equivalents |  |  | 2,152 |  |  |  | 2,839 |
Tenant and other receivables, net |  |  | 11,501 |  |  |  | 11,408 |
Other assets, net |  |  | 10,590 |  |  |  | 11,131 |
Total assets |  | $ | 190,264 |  |  | $ | 194,068 |
LIABILITIES AND MEMBERS' INTERESTS |  |  |  |  |  |
Accounts payable, accrued expenses and other liabilities |  |  | 4,038 |  |  |  | 6,335 |
Total liabilities |  |  | 4,038 |  |  |  | 6,335 |
Members' Interest |  |  |  |  |  |
Total members' interest |  |  | 186,226 |  |  |  | 187,733 |
Total liabilities and members' interest |  | $ | 190,264 |  |  | $ | 194,068 |
Carrying value of Company's investments in equity investments |  | $ | 97,760 |  |  | $ | 98,587 |
|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Total revenue |  | $ | 5,052 |  |  | $ | 4,478 |  |  | $ | 9,834 |  |  | $ | 9,049 |
Property operating expenses |  |  | (641 | ) |  |  | (1,561 | ) |  |  | (1,289 | ) |  |  | (2,346 | )
Depreciation and amortization |  |  | (1,692 | ) |  |  | (1,565 | ) |  |  | (3,257 | ) |  |  | (3,040 | )
Operating income |  |  | 2,719 |  |  |  | 1,352 |  |  |  | 5,288 |  |  |  | 3,663 |
Other expenses |  |  | (134 | ) |  |  | (202 | ) |  |  | (293 | ) |  |  | (345 | )
Net income |  | $ | 2,585 |  |  | $ | 1,150 |  |  | $ | 4,995 |  |  | $ | 3,318 |
Equity in income of unconsolidated entities (1) |  | $ | 1,328 |  |  | $ | 612 |  |  | $ | 2,606 |  |  | $ | 1,734 |
(1) Equity in income (loss) of unconsolidated entities on the condensed consolidated statements of operations includes basis difference adjustments. Summarized Financial Information for Unconsolidated Entities The following tables present combined condensed financial data for all of the Company’s Unconsolidated Entities, excluding UTC JV (in thousands):
|  | June 30, 2025 |  |  | December 31, 2024 |
ASSETS |  |  |  |  |  |
Investment in real estate |  |  |  |  |  |
Land |  | $ | 82,214 |  |  | $ | 88,153 |
Buildings and improvements |  |  | 40,902 |  |  |  | 74,644 |
Accumulated depreciation |  |  | (9,561 | ) |  |  | (30,854 | )
|  |  | 113,555 |  |  |  | 131,943 |
Construction in progress |  |  | 68,122 |  |  |  | 64,212 |
Net investment in real estate |  |  | 181,677 |  |  |  | 196,155 |
Cash and cash equivalents |  |  | 10,027 |  |  |  | 18,164 |
Tenant and other receivables, net |  |  | 287 |  |  |  | 35 |
Other assets, net |  |  | 17,088 |  |  |  | 17,921 |
Total assets |  | $ | 209,079 |  |  | $ | 232,275 |
LIABILITIES AND MEMBERS' INTERESTS |  |  |  |  |  |
Liabilities |  |  |  |  |  |
Accounts payable, accrued expenses and other liabilities |  |  | 15,481 |  |  |  | 12,194 |
Total liabilities |  |  | 15,481 |  |  |  | 12,194 |
Members' Interest |  |  |  |  |  |
Total members' interest |  |  | 193,598 |  |  |  | 220,081 |
Total liabilities and members' interest |  | $ | 209,079 |  |  | $ | 232,275 |
Carrying value of Company's investments in equity investments |  | $ | 68,177 |  |  | $ | 91,112 |
|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Total revenue |  | $ | 695 |  |  | $ | 695 |  |  | $ | 984 |  |  | $ | 894 |
Property operating expenses |  |  | (1,053 | ) |  |  | (1,573 | ) |  |  | (1,889 | ) |  |  | (2,496 | )
Depreciation and amortization |  |  | (754 | ) |  |  | (1,337 | ) |  |  | (1,696 | ) |  |  | (2,095 | )
Operating loss |  |  | (1,112 | ) |  |  | (2,215 | ) |  |  | (2,601 | ) |  |  | (3,697 | )
Other expenses |  |  | 22 |  |  |  | (125 | ) |  |  | 157 |  |  |  | (107 | )
Gains (losses) and (impairments) |  |  | - |  |  |  | 3 |  |  |  | - |  |  |  | 3 |
Net loss |  | $ | (1,090 | ) |  | $ | (2,337 | ) |  | $ | (2,444 | ) |  | $ | (3,801 | )
Equity in loss of unconsolidated entities (1) |  | $ | (572 | ) |  | $ | (1,178 | ) |  | $ | (9,778 | ) |  | $ | (1,921 | )
(1) Equity in income (loss) of unconsolidated entities on the condensed consolidated statements of operations includes basis difference adjustments. The Company shares in the profits and losses of these unconsolidated entities generally in accordance with the Company’s respective equity interests. In some instances, the Company may recognize profits and losses related to investment in an unconsolidated entity that differ from the Company’s equity interest in the unconsolidated entity. This may arise from impairments that the Company recognizes related to its investment that differ from the impairments the unconsolidated entity recognizes with respect to its assets, differences between the Company’s basis in assets it has transferred to the unconsolidated entity and the unconsolidated entity’s basis in those assets or other items. The Company utilizes appraisals and third-party prepared fair value estimates as well as negotiated offers to sell the investments for the impairment analysis. The Company did no t record an other-than-temporary loss for the three months ended June 30, 2025. The Company recorded $8.5 million in other-than-temporary impairment losses in investments in unconsolidated entities for the six months ended June 30, 2025. The Company did no t record any other-than-temporary impairment losses for the three and six months ended June 30, 2024. As of June 30, 2025, the Company has put rights for one asset in one of its joint ventures, however since this property is vacant, the 50% occupancy threshold to exercise this put right has not been met. The Company’s partners assess impairment on its underlying assets pursuant to ASC 360, Property, Plant and Equipment, and did no t record any impairments on unconsolidated properties for the three and six months ended June 30, 2025 and 2024. Unconsolidated Entity Management and Related Fees The Company acts as the operating partner and day-to-day manager for the Mark 302 JV, the UTC JV, and Tech Ridge JV. The Company is entitled to receive certain fees for providing management, leasing, and construction supervision services to certain of its unconsolidated entities. Refer to Note 2 for the Company’s accounting policies. The Company recorded $0.1 million and $50.0 thousand from these services for the three months ended June 30, 2025 and 2024, respectively, and $0.2 million and $98.0 thousand from these services for the six months ended June 30, 2025 and 2024, respectively.

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- Definition The entire disclosure for equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group. + References Reference 1: http://www.xbrl.org/2003/role/recommendedDisclosureRef -Topic 740 -SubTopic 323 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478156/740-323-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Topic 323 -Publisher FASB -URI https://asc.fasb.org/323/tableOfContent + Details
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