Seritage Growth Properties (NYSE: SRG) (the “Company”), a
national owner and developer of retail, residential and mixed-use
properties today reported financial and operating results for the
three and nine months ended September 30, 2024.
"We have made tremendous strides in simplifying our portfolio
and improving our balance sheet while maintaining and enhancing our
best assets. Our near term priority is our pending term loan
maturity in July 2025, and we are simultaneously exploring multiple
options to determine which would be the most beneficial to our
shareholders. To this end, we are currently engaged in the
following: discussions with our current lender on a potential
extension of the maturity, in the market for a possible refinancing
of the debt with other lenders, pursuing other recapitalization
options, and continuing to explore other strategic alternatives. We
are doing all of this while continuing our plan of sale and further
reducing our debt,” said Andrea L. Olshan, Chief Executive
Officer.
Sale Highlights:
- Generated $24.0 million of gross proceeds from the sale of an
income producing asset reflecting a 8.5% capitalization rate.
- Subsequent to September 30, 2024, generated $17.1 million in
gross proceeds from a vacant/non-income producing asset sold at
$87.43 PSF eliminating $0.6 million of carry costs.
- As of November 12, 2024, the Company has five assets under
contract for anticipated gross proceeds of $87.9 million. All
assets for sale are subject to customary closing conditions. Of
these five assets, two are for sale with no due diligence
contingencies for total anticipated gross proceeds of $33.7 million
and three assets are under contract for sale subject to customary
due diligence for anticipated gross proceeds of $54.2 million at
share including:
- $33.7 million in gross proceeds from two vacant/non-income
producing properties to be sold at $95.90 PSF eliminating $0.6
million of carry costs; and
- $54.2 million in gross proceeds from monetizing three
unconsolidated entity interests.
- The Company has accepted an offer and is currently negotiating
a definitive purchase and sale agreement on one income producing
asset for gross proceeds of $29.9 million.
Financial Highlights:
For the three months ended September 30, 2024:
- As of September 30, 2024, the Company had cash on hand of $98.2
million, including $12.6 million of restricted cash. As of November
11, 2024, the Company had cash on hand of $87.7 million, including
$12.6 million of restricted cash.
- During the three months ended September 30, 2024, the Company
invested $3.3 million in its consolidated properties and $5.8
million in its unconsolidated entities.
- Net loss attributable to common shareholders of ($23.2)
million, or ($0.41) per share.
- Net Operating Income-cash basis at share (“NOI-cash basis at
share”) of (0.9) million.
Other Highlights
- Signed two leases covering 5.5 thousand square feet in the
third quarter at a projected average annual net rent of $65.57
PSF.
- Opened two tenants in the third quarter totaling approximately
6.5 thousand square feet at an average net rent of $63.11 PSF.
Future Sales Projections
The data below provides additional information regarding current
estimated gross sales proceeds per asset in the portfolio as of
November 12, 2024, excluding assets under contract or in PSA
negotiation, which are described above. The assets listed below are
either being marketed or are to be marketed at the appropriate time
based on market conditions and, as a result, any sales thereof are
anticipated to occur in 2025 and beyond. Sales projections,
including timing of sale, are based on the Company’s latest
forecasts and assumptions, but the Company cautions that actual
results may differ materially. In addition, see “Market Update”
below and the “Risk Factors” section contained in the Company’s
filings with the Securities and Exchange Commission for discussion
of the risks associated with such estimated gross sale
proceeds.
Gateway Markets
- One Multi-Tenant Asset $25 - $30 million
- Eight Premier Assets (Dallas & San Diego are each assumed
to be sold in two transactions)
- One Asset $15 - $20 million
- Two Assets $30 - $35 million, each
- One Assets $50 - $60 million
- One Asset $60 - $70 million
- One Asset $70 - $80 million
- One Asset $100 - $150 million
- One Asset $150 - $200 million
Primary Markets
- One Multi-Tenant Asset $25 - $30 million
- Three Joint Venture Assets $5 - $10 million, each
- One Joint Venture Asset under $5 million
Secondary Markets
- One Residential Asset with adjacent Retail asset $5 - $10
million
- One Non-Core Asset $5 - $10 million
Portfolio
The table below represents a summary of the Company’s properties
by planned usage as of September 30, 2024 (in thousands except
number of leases and acreage data):
Planned Usage
Total
Built SF / Acreage (1)
Leased SF (1)(2)
% Leased
Avg. Acreage / Site
Consolidated
Multi-Tenant Retail
3
507 sf / 63 acres
335
66.1%
20.9
Residential (3)
2
33 sf / 19 acres
33
100.0%
9.5
Premier
4
228 sf / 69 acres
182
79.8%
17.2
Non-Core (4)
4
681 sf /57 acres
-
0.0%
14.4
Unconsolidated
Other Joint Ventures
6
457 sf / 77 acres
11
2.3%
12.8
Premier
3
158 sf / 57 acres
106
67.4%
19.0
(1) Square footage is presented at the
Company’s proportional share.
(2) Based on signed leases at September
30, 2024.
(3) Square footage represents built
ancillary retail space whereas acreage represents both retail and
residential acreage. Retail and residential are counted
separately.
(4) Represents assets the Company previously designated for sale.
Multi-Tenant Retail
The table below provides a summary of all Multi-Tenant Retail
signed and in negotiation leases as of September 30, 2024 (in
thousands except for number of leases and PSF data):
Tenant
Number of
Leases
Leased GLA
% of Total Leasable
GLA
Gross Annual Base Rent
("ABR")
% of Total ABR
Gross Annual Rent PSF
("ABR PSF")
In-place retail leases
10
335.2
66.1
%
$
8,895.0
92.2
%
26.54
SNO retail leases (1)
-
-
-
-
-
-
Tenants in lease negotiation
1
102.0
20.1
%
749.5
7.8
%
7.35
Total retail leases
11
437.2
86.2
%
$
9,644.5
100.0
%
$
22.06
(1) SNO = signed not yet opened
leases.
During the three months ended September 30, 2024, the Company
has a leasing pipeline of over 102 thousand square feet. The
Company has 335 thousand leased square feet. The Company has total
occupancy of 66.1% for its Multi-Tenant retail properties. As of
September 30, 2024, there is an additional approximately 70
thousand square feet available for lease.
Number of SNO
Leases
Leased GLA
Gross Annual Base Rent
("ABR")
Gross Annual Rent PSF
("ABR PSF")
As of June 30, 2024
1
8.0
$
175.0
$
21.88
Sold / terminated
(1
)
(8.0
)
(175.0
)
(21.88
)
As of September 30, 2024
-
-
$
-
$
-
Premier Mixed-Use
As of September 30, 2024, the Company has 348 thousand in-place
leased square feet (241 thousand square feet at share), 47 thousand
square feet signed but not opened (47 thousand square feet at
share), and 148 thousand square feet available for lease (97
thousand square feet at share).
The table below provides a summary of all signed leases at
Premier assets as of September 30, 2024, including unconsolidated
entities at the Company’s proportional share (in thousands except
for number of leases and PSF data):
Tenant
Number of
Leases
Leased GLA
% of Total Leasable
GLA
Gross Annual Base Rent
("ABR")
% of Total ABR
Gross Annual Rent PSF
("ABR PSF")
In-place retail leases
40
133.4
34.6
%
$
9,487.4
47.2
%
$
71.12
In-place office leases
4
108.0
28.0
%
6,933.6
34.5
%
64.23
SNO retail leases as of June 30,
2024(1)
13
37.5
$
3,178.5
$
83.70
Opened
(2
)
(6.4
)
(407.0
)
63.59
Signed/amended
3
18.3
1,180.0
64.48
Terminated
(2
)
(2.7
)
(263.4
)
98.48
SNO retail leases as of September 30,
2024(1)
12
46.7
12.1
%
$
3,688.1
18.3
%
$
78.9
Total diversified leases as of
September 30, 2024
56
288.1
74.7
%
$
20,109.1
100.0
%
$
69.80
(1) SNO = Signed not yet opened leases
Aventura
During the third quarter of 2024, the Company continued to
advance 216 thousand square feet of office and retail leasing at
the project in Aventura, FL. With 78.7% leased through September
30, 2024, the Company has 47 thousand square feet or 21.3%
available for lease, of which approximately 13 thousand square feet
or 6.0% is in lease negotiation.
Financial Summary
The table below provides a summary of the Company’s financial
results for the three months ended September 30, 2024 (in thousands
except for per share amounts):
Three Months Ended
September 30, 2024
September 30, 2023
Net loss attributable to Seritage common
shareholders
$
(23,198
)
$
(2,127
)
Net loss per share attributable to
Seritage common shareholders
(0.41
)
(0.04
)
NOI-cash basis at share
(934
)
1,119
For the quarter ended September 30, 2024, NOI-cash basis at
share reflects the impact of ($0.5) million NOI-cash basis at share
relating to sold properties.
As of September 30, 2024, the Company had cash on hand of $98.2
million, including $12.6 million of restricted cash. The Company
expects to use these sources of liquidity, together with a
combination of future sales and/or potential alternative financing
arrangements, to pay its financing obligations and fund its
operations and development activity. The availability of funding
from sales of assets is subject to various conditions, and there
can be no assurance that such transactions will be consummated. For
more information on our liquidity position, including our going
concern analysis, please see the notes to the consolidated
financial statements included in Part I, Item 1 and in the section
titled “Management’s Discussion and Analysis of Financial Condition
and Results of Operations,” each in our Quarterly Report on Form
10-Q.
Litigation Matters
On July 1, 2024, a purported shareholder of the Company filed a
class action lawsuit in the U.S. District Court for the Southern
District of New York, captioned Zhengxu He, Trustee of the He &
Fang 2005 Revocable Living Trust v. Seritage Growth Properties,
Case No. 1:24:CV:05007, alleging that the Company, the Company’s
Chief Executive Officer, and the Company’s Chief Financial Officer
violated the federal securities laws. The complaint seeks to bring
a class action on behalf of all persons and entities that purchased
or otherwise acquired Company securities between July 7, 2022 and
May 10, 2024. The complaint alleges that the defendants violated
federal securities laws by issuing false, misleading, and/or
omissive disclosures concerning the Company’s alleged lack of
effective internal controls regarding the identification and review
of impairment indicators for investments in real estate and the
Company’s value and projected gross proceeds of certain real estate
assets. The complaint seeks compensatory damages in an unspecified
amount to be proven at trial, an award of reasonable costs and
expenses to the plaintiff and class counsel, and such other and
further relief as the court may deem just and proper. The Company
intends to vigorously defend itself against the allegations.
Dividends
On February 29, 2024, the Company’s Board of Trustees declared a
preferred stock dividend of $0.4375 per each Series A Preferred
Share. The preferred dividend was paid on April 15, 2024 to holders
of record on March 29, 2024.
On May 2, 2024, the Company’s Board of Trustees declared a
preferred stock dividend of $0.4375 per each Series A Preferred
Share. The preferred dividend was paid on July 15, 2024 to holders
of record on June 28, 2024.
On July 31, 2024, the Company’s Board of Trustees declared a
preferred stock dividend of $0.4375 per each Series A Preferred
Share. The preferred dividend was paid on October 15, 2024 to
holders of record on September 30, 2024.
On October 28, 2024, the Company’s Board of Trustees declared a
preferred stock dividend of $0.4375 per each Series A Preferred
Share. The preferred dividend will be paid on January 15, 2025 to
holders of record on December 31, 2024.
Strategic Review
At the 2022 Annual Meeting of Shareholders on October 24, 2022,
Seritage shareholders approved the Company’s Plan of Sale. The
strategic review process remains ongoing as the Company executes
the Plan of Sale, and the Company remains open minded to pursuing
value maximizing alternatives, including a potential sale of the
Company. There can be no assurance regarding the success of the
process.
Market Update
As the Company has previously disclosed, the Company, along with
the commercial real estate market as a whole, has experienced and
continues to experience challenging market conditions as a result
of a variety of factors. These conditions have applied and continue
to apply downward pricing pressure on all of our assets. In making
decisions regarding whether and when to transact on each of the
Company’s remaining assets, the Company has considered and will
continue to consider various factors including, but not limited to,
the breadth of the buyer universe, macroeconomic conditions, the
availability and cost of financing, as well as corporate, operating
and other capital expenses required to carry the asset. If these
challenging market conditions persist, then we expect that they
will impact the Plan of Sale proceeds from our assets and the
amounts and timing of distributions to shareholders.
Non-GAAP Financial
Measures
The Company makes references to NOI-cash basis and NOI-cash
basis at share which are financial measures that include
adjustments to accounting principles generally accepted in the
United States (“GAAP”).
Neither of NOI-cash basis or NOI-cash basis at share 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 the Company deems most comparable have
been provided in the tables accompanying this press release.
Net Operating Income (Loss)-cash basis
("NOI-cash basis”) and Net Operating Income (Loss)-cash basis at
share ("NOI-cash basis at share")
NOI-cash basis is defined as income from property operations
less property operating expenses, adjusted for variable items such
as termination fee income, as well as non-cash items such as
straight-line rent and amortization of lease intangibles. Other
real estate companies may use different methodologies for
calculating NOI-cash basis, and accordingly the Company’s depiction
of NOI-cash basis may not be comparable to other real estate
companies. The Company believes NOI-cash basis 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 NOI-cash basis at share, which includes
its proportional share of Unconsolidated Properties. The Company
does not control any of the joint ventures constituting such
properties and NOI-cash basis at share does not reflect our legal
claim with respect to the economic activity of such joint ventures.
We have included this adjustment because the Company believes 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 operating agreements of the
Unconsolidated Properties generally allow each investor to receive
cash distributions to the extent there is available cash from
operations. The amount of cash each investor receives is based upon
specific provisions of each operating agreement and varies
depending on certain factors including the amount of capital
contributed by each investor and whether any investors are entitled
to preferential distributions.
The Company also considers NOI-cash basis and NOI-cash basis at
share 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.
Due to the adjustments noted, NOI-cash basis and NOI-cash basis
at share should only be used as an alternative measure of the
Company’s financial performance..
Forward-Looking
Statements
This document contains forward-looking statements within the
meaning of the federal securities laws. Forward-looking statements
relate to expectations, beliefs, projections, future plans and
strategies, anticipated events or trends and similar expressions
concerning matters that are not historical facts. In some cases,
you can identify forward-looking statements by the use of
forward-looking terminology such as “may,” “should,” “expects,”
“intends,” “plans,” “anticipates,” “believes,” “estimates,”
“predicts,” “potential,” "will," "approximately," or "anticipates"
or the negative of these words and phrases or similar words or
phrases that are predictions of or indicate future events or trends
and that do not relate solely to historical matters.
Forward-looking statements involve known and unknown risks,
uncertainties, assumptions and contingencies, many of which are
beyond the Company’s control, which may cause actual results to
differ significantly from those expressed in any forward-looking
statement. Factors that could cause or contribute to such
differences include, but are not limited to: declines in retail,
real estate and general economic conditions; risks relating to
redevelopment activities; contingencies to the commencement of rent
under leases; the terms of the Company’s indebtedness and other
legal requirements to which the Company is subject; failure to
achieve expected occupancy and/or rent levels within the projected
time frame or at all; the impact of ongoing negative operating cash
flow on the Company’s ability to fund operations and ongoing
development; the Company’s ability to access or obtain sufficient
sources of financing to fund the Company’s liquidity needs;
environmental, health, safety and land use laws and regulations;
and possible acts of war, terrorist activity or other acts of
violence or cybersecurity incidents. For additional discussion of
these and other applicable risks, assumptions and uncertainties,
see the “Risk Factors” and forward-looking statement disclosure
contained in the Company’s filings with the Securities and Exchange
Commission, including the Company’s annual report on Form 10-K for
the year ended December 31, 2023 and any subsequent Form 10-Qs.
While the Company believes that its forecasts and assumptions are
reasonable, the Company cautions that actual results may differ
materially. The Company intends 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.
About Seritage Growth
Properties
Prior to the adoption of the Company’s Plan of Sale (defined
below), Seritage was principally engaged in the ownership,
development, redevelopment, disposition, management and leasing of
diversified retail and mixed-use properties throughout the United
States. Seritage will continue to actively manage each remaining
location until such time as each property is sold. As of September
30, 2024, the Company’s portfolio consisted of interests in 21
properties comprised of approximately 2.7 million square feet of
gross leasable area (“GLA”) or build-to-suit leased area, and 342
acres of land. The portfolio consists of approximately 1.5 million
square feet of GLA and 208 acres held by 12 consolidated properties
(such properties, the “Consolidated Properties”) and 1.2 million
square feet of GLA and 134 acres held by nine unconsolidated
properties (such properties, the “Unconsolidated Properties”).
SERITAGE GROWTH
PROPERTIES
CONSOLIDATED BALANCE
SHEETS
(In thousands, except share
and per share amounts)
(Unaudited)
September 30, 2024
December 31, 2023
ASSETS
Investment in real estate
Land
$
65,009
$
102,090
Buildings and improvements
235,330
344,972
Accumulated depreciation
(37,915
)
(36,025
)
262,424
411,037
Construction in progress
92,597
135,305
Net investment in real estate
355,021
546,342
Real estate held for sale
46,607
39,332
Investment in unconsolidated entities
199,307
196,437
Cash and cash equivalents
85,599
134,001
Restricted cash
12,613
15,699
Tenant and other receivables, net
8,508
12,246
Lease intangible assets, net
1,109
886
Prepaid expenses, deferred expenses and
other assets, net
26,258
28,921
Total assets (1)
$
735,022
$
973,864
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Term loan facility
$
280,000
$
360,000
Accounts payable, accrued expenses and
other liabilities
36,228
50,700
Total liabilities (1)
316,228
410,700
Commitments and Contingencies (Note 9)
Shareholders' Equity
Class A common shares $0.01 par value;
100,000,000 shares authorized; 56,268,317 and 56,194,727 shares
issued and outstanding as of September 30, 2024 and December 31,
2023, respectively
562
562
Series A preferred shares $0.01 par value;
10,000,000 shares authorized; 2,800,000 shares issued and
outstanding as of September 30, 2024 and December 31, 2023;
liquidation preference of $70,000
28
28
Additional paid-in capital
1,363,148
1,361,742
Accumulated deficit
(946,202
)
(800,342
)
Total shareholders' equity
417,536
561,990
Non-controlling interests
1,258
1,174
Total equity
418,794
563,164
Total liabilities and equity
$
735,022
$
973,864
(1) The Company's consolidated balance
sheets include assets and liabilities of consolidated variable
interest entities ("VIEs"). See Note 2. The consolidated balance
sheets, as of September 30, 2024, include the following amounts
related to our consolidated VIEs, excluding the Operating
Partnership: $3.3 million of land, $2.8 million of building and
improvements, $(0.9) million of accumulated depreciation and $2.6
million of other assets included in other line items. The Company's
consolidated balance sheets as of December 31, 2023, include the
following amounts related to our consolidated VIEs, excluding the
Operating Partnership: $3.3 million of land, $2.8 million of
building and improvements, $(0.8) million of accumulated
depreciation and $2.4 million of other assets included in other
line items.
SERITAGE GROWTH
PROPERTIES
CONSOLIDATED STATEMENTS OF
OPERATIONS
(In thousands, except per
share amounts)
(Unaudited)
For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
2024
2023
2024
2023
REVENUE
Rental income
$
2,899
$
4,525
$
12,790
$
10,459
Management and other fee income
352
523
450
1,152
Total revenue
3,251
5,048
13,240
11,611
EXPENSES
Property operating
4,258
4,564
12,091
17,945
Abandoned project costs
5,732
—
5,732
—
Real estate taxes
971
1,204
3,602
4,910
Depreciation and amortization
4,377
2,913
10,860
11,628
General and administrative
7,178
8,030
23,244
30,349
Total expenses
22,516
16,711
55,529
64,832
Gain on sale of real estate, net
4,184
18,506
7,357
64,386
Gain (loss) on sale of interest in
unconsolidated entities
—
(916
)
—
6,407
Impairment of real estate assets
—
—
(87,536
)
(107,043
)
Equity in income (loss) of unconsolidated
entities
118
993
(69
)
(49,077
)
Interest and other income (expense),
net
(872
)
2,030
1,268
17,484
Interest expense
(6,051
)
(9,763
)
(19,344
)
(37,493
)
Loss before income taxes
(21,886
)
(813
)
(140,613
)
(158,557
)
Provision for income taxes
(87
)
(89
)
(1,572
)
(38
)
Net loss
(21,973
)
(902
)
(142,185
)
(158,595
)
Preferred dividends
(1,225
)
(1,225
)
(3,675
)
(3,675
)
Net loss attributable to Seritage common
shareholders
$
(23,198
)
$
(2,127
)
$
(145,860
)
$
(162,270
)
Net loss per share attributable to
Seritage Class A common shareholders - Basic
$
(0.41
)
$
(0.04
)
$
(2.59
)
$
(2.89
)
Net loss per share attributable to
Seritage Class A common shareholders - Diluted
$
(0.41
)
$
(0.04
)
$
(2.59
)
$
(2.89
)
Weighted-average Class A common shares
outstanding - Basic
56,268
56,183
56,251
56,139
Weighted-average Class A common shares
outstanding - Diluted
56,268
56,183
56,251
56,139
Reconciliation of Net Loss to NOI-cash basis and NOI-cash
basis at share (in thousands)
Three Months Ended September
30,
Nine Months Ended September
30,
NOI-cash basis and NOI-cash basis at
share
2024
2023
2024
2023
Net loss
$
(21,973
)
$
(902
)
$
(142,185
)
$
(158,595
)
Management and other fee income
(352
)
(523
)
(450
)
(1,152
)
Abandoned project costs
5,732
—
5,732
—
Depreciation and amortization
4,377
2,913
10,860
11,628
General and administrative expenses
7,178
8,030
23,244
30,349
Equity in income (loss) of unconsolidated
entities
(118
)
(993
)
69
49,077
Gain on sale of interest in unconsolidated
entities
—
916
—
(6,407
)
Gain on sale of real estate, net
(4,184
)
(18,506
)
(7,357
)
(64,386
)
Impairment of real estate assets
—
—
87,536
107,043
Interest and other income (expense),
net
872
(2,030
)
(1,268
)
(17,484
)
Interest expense
6,051
9,763
19,344
37,493
Provision (Benefit) for income taxes
87
89
1,572
38
Straight-line rent
5
1,504
251
16,142
Above/below market rental expense
69
45
145
138
NOI-cash basis
$
(2,256
)
$
306
$
(2,507
)
$
3,884
Unconsolidated
entities
Net operating income of unconsolidated
entities
1,461
3,445
4,012
6,404
Straight-line rent
(130
)
(2,629
)
(451
)
(3,069
)
Above/below market rental expense
(9
)
(3
)
(27
)
(1
)
NOI-cash basis at share
$
(934
)
$
1,119
$
1,027
$
7,218
Properties sold during third quarter of 2024:
City
State
Full / Partial Sale
Total SF (1)
2024 Qtr Sold
Temecula
CA
Full Site
126,500
Q3
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241112544311/en/
Seritage Growth Properties (212) 355-7800 IR@Seritage.com
Seritage Growth Properties (NYSE:SRG)
Graphique Historique de l'Action
De Fév 2025 à Mar 2025
Seritage Growth Properties (NYSE:SRG)
Graphique Historique de l'Action
De Mar 2024 à Mar 2025