SEC Comment Letter 0000000000-24-005223 to Seritage Growth Properties (SRG, SRG-PA) (CIK 0001628063) (SRG)
Seritage Growth Properties (SRG, SRG-PA) (CIK 0001628063)
Date: May 8, 2024 · CIK: 0001628063 · Accession: 0000000000-24-005223
AI Filing Summary & Sentiment
File numbers found in text: 001-37420
Letter
United States securities and exchange commission logo May 8, 2024 John Garilli Interim Chief Financial Officer Seritage Growth Properties 500 Fifth Avenue, Suite 1530 New York, NY 10110 Re:Seritage Growth Properties Form 10-K for the year ended December 31, 2023 File No. 001-37420 Dear John Garilli: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the year ended December 31, 2023 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Supplemental Financial Measures and Definitions, page 44 1.We note your disclosure that NOI is defined as income from property operations less property operating expenses; however, your reconciliation of GAAP net loss to NOI indicates that you have made an adjustment for Straight-line rent. Please revise your calculation and/or definition of NOI to ensure the calculation is consistent with the definition. This comment also applies to your earnings release. 2.We note your presentation of total NOI includes your proportionate share of unconsolidated entity activity. Please revise your filing to disclose that you do not control the joint ventures and that the presentation of your proportionate share of NOI does not represent your legal claim to this activity. The comment also applies to your earnings release.
FirstName LastNameJohn Garilli Comapany NameSeritage Growth Properties May 8, 2024 Page 2 FirstName LastName John Garilli Seritage Growth Properties May 8, 2024 Page 2 In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Eric McPhee at 202-551-3693 or Jennifer Monick at 202-551-3295 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction
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United States securities and exchange commission logo
May 8, 2024
John Garilli
Interim Chief Financial Officer
Seritage Growth Properties
500 Fifth Avenue, Suite 1530
New York, NY 10110
Re:Seritage Growth Properties
Form 10-K for the year ended December 31, 2023
File No. 001-37420
Dear John Garilli:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the year ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Supplemental Financial Measures and Definitions, page 44
1.We note your disclosure that NOI is defined as income from property operations less
property operating expenses; however, your reconciliation of GAAP net loss to NOI
indicates that you have made an adjustment for Straight-line rent. Please revise your
calculation and/or definition of NOI to ensure the calculation is consistent with the
definition. This comment also applies to your earnings release.
2.We note your presentation of total NOI includes your proportionate share of
unconsolidated entity activity. Please revise your filing to disclose that you do not control
the joint ventures and that the presentation of your proportionate share of NOI does not
represent your legal claim to this activity. The comment also applies to your earnings
release.
FirstName LastNameJohn Garilli
Comapany NameSeritage Growth Properties
May 8, 2024 Page 2
FirstName LastName
John Garilli
Seritage Growth Properties
May 8, 2024
Page 2
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Eric McPhee at 202-551-3693 or Jennifer Monick at 202-551-3295 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction