UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 10, 2023 |
SERITAGE GROWTH PROPERTIES
(Exact name of Registrant as Specified in Its Charter)
Maryland |
001-37420 |
38-3976287 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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500 Fifth Avenue, Suite 1530 |
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New York, New York |
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10110 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 212 355-7800 |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Class A common shares of beneficial interest, par value $0.01 per share |
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SRG |
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New York Stock Exchange |
7.00% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share |
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SRG-PA |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On May 10, 2023, the Company issued a press release regarding its financial results for the quarter ended March 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this report.
In addition, on May 10, 2023, the Company published certain supplementary financial information relating to the quarter ended March 31, 2023. Such information is furnished as Exhibit 99.2 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
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99.1 |
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99.2 |
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104 |
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Cover Page Interactive Data File (embedded within Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SERITAGE GROWTH PROPERTIES |
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By: |
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/s/ Matthew Fernand |
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Matthew Fernand |
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Chief Legal Officer |
Date: May 10, 2023
Exhibit 99.1
Seritage Growth Properties Reports First Quarter 2023 Operating Results
New York – May 10, 2023– 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 months ended March 31, 2023.
“We continue to make steady progress on our plan of sale since initiating the process in March of 2022. Year to date we have sold 31 wholly owned properties for total gross proceeds of $311.9 million. In addition to the sales closed year to date, we have over $500 million of assets either under contract or with accepted offers. We plan to continue to use excess sales proceeds to reduce the Company’s term loan balance. In conjunction with our sales activity, we continue to build asset value through leasing, development and entitlement activity for the properties slated for sale later in our process. Despite the ongoing challenging market conditions, we are prudently progressing our plan of sale to maximize value for our shareholders,” said Andrea L. Olshan, Chief Executive Officer and President.
Sale Highlights:
Financial Highlights:
For the quarter ended March 31, 2023:
Other Highlights
1
Sales Activity
The tables below provide additional information regarding the Company’s sales activity. The first table provides in chart format certain information contained in the Company’s April 4, 2023 business update. The second table updates this information as of May 9, 2023. The third table provides updated information, as of May 9, 2023, on portfolio status by market, property type and transaction size consistent with the Company’s prior disclosure on April 4, 2023.
Sales Progress as of April 4, 2023 (1) |
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Stabilized |
Number |
Cap |
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2023 Sales |
2024 & Beyond Sales |
Gross Proceeds |
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Under Contract - No DD |
2 |
7.2% |
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2 |
- |
$ |
36,650 |
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Under Contract - In DD |
1 |
8.6% |
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1 |
- |
$ |
25,313 |
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PSA Neg. / Accepted Offer |
1 |
9.2% |
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1 |
- |
$ |
10,400 |
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Total |
4 |
8.0% |
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4 |
- |
$ |
72,363 |
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Remaining Stabilized Sales Parcels |
5 |
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2 |
3 |
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Partially Stabilized |
Number |
Cap |
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2023 Sales |
2024 & Beyond Sales |
Gross Proceeds |
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Under Contract - No DD |
4 |
7.6% |
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4 |
- |
$ |
115,850 |
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Under Contract - In DD |
- |
N/A |
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- |
- |
$ |
- |
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PSA Neg. / Accepted Offer |
1 |
4.0% |
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1 |
- |
$ |
7,600 |
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Total |
5 |
7.5% |
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5 |
- |
$ |
123,450 |
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Remaining Partially Stabilized Sales Parcels |
7 |
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2 |
5 |
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Pads |
Number |
Cap |
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2023 Sales |
2024 & Beyond Sales |
Gross Proceeds |
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Under Contract - No DD |
- |
N/A |
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- |
- |
$ |
- |
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Under Contract - In DD |
2 |
5.7% |
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2 |
- |
$ |
7,015 |
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PSA Neg. / Accepted Offer |
- |
N/A |
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- |
- |
$ |
- |
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Total |
2 |
5.7% |
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2 |
- |
$ |
7,015 |
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Remaining Pad Sales Parcels |
3 |
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3 |
- |
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Joint Ventures |
Number |
PSF |
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2023 Sales |
2024 & Beyond Sales |
Gross Proceeds |
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Under Contract - No DD |
4 |
$ |
171.52 |
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4 |
- |
$ |
104,850 |
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Under Contract - In DD |
- |
N/A |
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- |
- |
$ |
- |
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PSA Neg. / Accepted Offer |
1 |
$ |
38.75 |
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1 |
- |
$ |
4,500 |
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Total |
5 |
$ |
150.32 |
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5 |
- |
$ |
109,350 |
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Remaining Joint Venture Sales Parcels |
10 |
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2 |
8 |
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Non-Income Producing |
Number |
PSF |
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Per Acre |
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Carry Cost |
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2023 Sales |
2024 & Beyond Sales |
Gross Proceeds |
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Under Contract - No DD |
9 |
$ |
128.06 |
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$ |
1,277 |
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$ |
(5,019 |
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9 |
- |
$ |
155,375 |
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Under Contract - In DD |
2 |
$ |
38.92 |
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$ |
491 |
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$ |
(854 |
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2 |
- |
$ |
11,000 |
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PSA Neg. / Accepted Offer |
7 |
$ |
33.81 |
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$ |
453 |
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$ |
(1,811 |
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7 |
- |
$ |
42,489 |
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Total |
18 |
$ |
75.87 |
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$ |
878 |
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$ |
(7,683 |
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18 |
- |
$ |
208,864 |
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Remaining Non-Income Producing Sales Parcels |
19 |
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9 |
10 |
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2
Sales Progress as of May 9, 2023 (1) |
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Stabilized |
Number |
Cap |
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2023 Sales |
2024 & Beyond Sales |
Gross Proceeds |
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Closed since April 4, 2023 |
- |
N/A |
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- |
- |
$ |
- |
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Under Contract - No DD |
2 |
7.2% |
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3 |
- |
$ |
36,650 |
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Under Contract - In DD |
1 |
9.2% |
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1 |
- |
$ |
10,400 |
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PSA Neg. / Accepted Offer |
- |
N/A |
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- |
- |
$ |
- |
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Total |
3 |
7.6% |
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3 |
- |
$ |
47,050 |
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Remaining Stabilized Sales Parcels (2) |
6 |
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4 |
2 |
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Partially Stabilized |
Number |
Cap |
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2023 Sales |
2024 & Beyond Sales |
Gross Proceeds |
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Closed since April 4, 2023 |
- |
N/A |
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- |
- |
$ |
- |
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Under Contract - No DD |
4 |
7.6% |
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4 |
- |
$ |
115,850 |
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Under Contract - In DD |
1 |
3.0% |
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1 |
- |
$ |
16,500 |
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PSA Neg. / Accepted Offer |
2 |
4.3% |
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2 |
- |
$ |
14,600 |
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Total |
7 |
6.9% |
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7 |
- |
$ |
146,950 |
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Remaining Partially Stabilized Sales Parcels |
5 |
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2 |
3 |
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Pads |
Number |
Cap |
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2023 Sales |
2024 & Beyond Sales |
Gross Proceeds |
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Closed since April 4, 2023 |
- |
N/A |
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- |
- |
$ |
- |
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Under Contract - No DD |
2 |
5.7% |
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2 |
- |
$ |
7,015 |
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Under Contract - In DD |
- |
N/A |
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- |
- |
$ |
- |
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PSA Neg. / Accepted Offer |
1 |
5.3% |
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1 |
- |
$ |
2,857 |
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Total |
3 |
5.5% |
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3 |
- |
$ |
9,872 |
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Remaining Pad Sales Parcels |
2 |
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2 |
- |
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Joint Ventures |
Number |
PSF |
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2023 Sales |
2024 & Beyond Sales |
Gross Proceeds |
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Closed since April 4, 2023 |
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$ |
- |
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Under Contract - No DD |
4 |
$ |
174.24 |
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4 |
- |
$ |
106,515 |
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Under Contract - In DD |
- |
N/A |
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- |
- |
$ |
- |
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PSA Neg. / Accepted Offer |
4 |
$ |
44.63 |
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4 |
- |
$ |
35,000 |
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Total |
8 |
$ |
101.40 |
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8 |
- |
$ |
141,515 |
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Remaining Joint Venture Sales Parcels |
7 |
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2 |
5 |
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Non-Income Producing |
Number |
PSF |
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Per Acre |
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Carry Cost |
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2023 Sales |
2024 & Beyond Sales |
Gross Proceeds |
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Closed |
4 |
$ |
33.77 |
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$ |
457 |
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$ |
(1,601 |
) |
4 |
- |
$ |
21,125 |
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Under Contract - No DD (3) |
7 |
$ |
142.25 |
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$ |
1,481 |
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$ |
(4,200 |
) |
5 |
2 |
$ |
136,055 |
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Under Contract - In DD |
2 |
$ |
38.92 |
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$ |
491 |
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$ |
(854 |
) |
2 |
- |
$ |
11,000 |
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PSA Neg. / Accepted Offer |
8 |
$ |
41.81 |
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$ |
491 |
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$ |
(2,392 |
) |
6 |
2 |
$ |
50,239 |
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Total |
21 |
$ |
74.13 |
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$ |
831 |
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$ |
(9,047 |
) |
17 |
4 |
$ |
218,419 |
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Remaining Non-Income Producing Sales Parcels |
16 |
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7 |
9 |
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(1) 2023 and 2024 sales projections are based on the Company’s latest forecasts and assumptions, but the Company cautions that actual results may differ materially
(2) Remaining Stabilized Sales Parcels includes one asset under contract as of April 4, 2023 that was subsequently terminated
(3) Gross sales price per square foot excludes one asset which is land only
3
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As of |
2023 Sales Projections as of May 9, 2023 |
2024 & Beyond Sales Projections as of May 9, 2023 |
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Category |
Sales Portfolio |
Sold |
Under Contract - No DD |
Under Contract - in DD |
PSA Neg. / Accepted Offer |
Pipeline |
Under Contract - No DD |
PSA Neg. / Accepted Offer |
Pipeline |
Gateway markets |
11 |
- |
1 |
- |
- |
- |
1 |
- |
9 |
Primary markets |
43 |
11 |
8 |
1 |
4 |
11 |
1 |
- |
7 |
Secondary markets |
35 |
14 |
6 |
1 |
7 |
3 |
- |
1 |
3 |
Tertiary markets |
16 |
6 |
2 |
2 |
2 |
3 |
- |
1 |
- |
Market Composition Total |
105 |
31 |
17 |
4 |
13 |
17 |
2 |
2 |
19 |
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Multi-Tenant Retail |
32 |
18 |
6 |
1 |
- |
4 |
- |
- |
3 |
Premier |
10 |
- |
1 |
- |
- |
- |
1 |
- |
8 |
Residential |
5 |
2 |
1 |
- |
- |
- |
- |
- |
2 |
Other Unconsolidated Entities |
13 |
- |
3 |
- |
4 |
2 |
- |
- |
4 |
Non-Core Properties |
45 |
11 |
6 |
3 |
9 |
11 |
1 |
2 |
2 |
Property Type Total |
105 |
31 |
17 |
4 |
13 |
17 |
2 |
2 |
19 |
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Under $10M |
57 |
20 |
5 |
2 |
10 |
12 |
- |
2 |
6 |
$10M - $30M |
29 |
10 |
8 |
2 |
3 |
3 |
1 |
- |
2 |
$30M - $50M |
11 |
1 |
2 |
- |
- |
2 |
1 |
- |
5 |
Over $50M |
8 |
- |
2 |
- |
- |
- |
- |
- |
6 |
Transaction Size Total |
105 |
31 |
17 |
4 |
13 |
17 |
2 |
2 |
19 |
(1) 2023 and 2024 sales projections are based on the Company’s latest forecasts and assumptions, but the Company cautions that actual results may differ materially.
(2) Includes both partial and full asset transactions currently being forecasted by Seritage. At January 1, 2023, the Company had an interest in 97 properties. It is currently projected that seven of these properties will be parceled and sold in two or more separate transactions each, which is subject to change, resulting in a total portfolio count of 105 transactions at this time.
Portfolio
The table below represents a summary of the Company’s properties by planned usage as of March 31, 2023:
(in thousands except number of leases and acreage data)
Planned Usage |
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Total |
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Built SF / Acreage (1) |
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Leased SF (1)(2) |
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Avg. Acreage / Site |
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Consolidated |
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Multi-Tenant Retail |
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13 |
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2,019 sf / 198 acres |
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1,534 |
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15.2 |
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Residential (3) |
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2 |
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33 sf / 19 acres |
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33 |
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9.5 |
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Premier |
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5 |
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235 sf / 99 acres |
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163 |
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19.7 |
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Non-Core (4) |
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35 |
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5,292 sf / 428 acres |
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325 |
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12.2 |
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Unconsolidated |
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Other Entities |
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13 |
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1,106 sf / 185 acres |
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278 |
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14.2 |
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Residential (3) |
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1 |
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49 sf / 12 acres |
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32 |
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11.7 |
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Premier |
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3 |
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158 sf / 57 acres |
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|
106 |
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19.0 |
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(1) Square footage is presented at the Company’s proportional share.
(2) Based on signed leases at March 31, 2023.
(3) Square footage represents built ancillary retail space whereas acreage represents both retail and residential acreage.
(4) Represents assets the Company previously designated for sale.
Multi-Tenant Retail
During the three months ended March 31, 2023, the Company invested $4.1 million in its multi-tenant retail properties. The remaining capital expenditures in the multi-tenant retail portfolio are primarily comprised of tenant improvements.
The table below provides a summary of all Multi-Tenant Retail signed leases as of March 31, 2023, including unconsolidated entities at the Company’s proportional share:
4
(in thousands except number of leases and PSF data) |
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Number of |
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Leased |
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% of Total |
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Gross Annual Base |
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% of |
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Gross Annual |
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Tenant |
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Leases |
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GLA |
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Leasable GLA |
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Rent ("ABR") |
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Total ABR |
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Rent PSF ("ABR PSF") |
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In-place retail leases |
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55 |
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1,374 |
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68.1 |
% |
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$ |
30,014 |
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90.7 |
% |
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$ |
21.84 |
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SNO retail leases (1) |
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|
9 |
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160 |
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7.9 |
% |
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3,085 |
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9.3 |
% |
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|
19.28 |
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Total retail leases |
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64 |
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1,534 |
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76.0 |
% |
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$ |
33,099 |
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|
100.0 |
% |
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$ |
21.58 |
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(1) SNO = signed not yet opened leases. |
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During the three months ended March 31, 2023, the Company signed new leases at its retail properties totaling approximately 76 thousand square feet at an average base rent of $10.54 PSF stabilized net. Additionally, the Company generated a leasing pipeline of over 100 thousand square feet. The Company has 1.4 million leased square feet and approximately 160 thousand square feet signed but not opened. Seritage has total occupancy of 76.0% for its multi-tenant retail properties. As of March 31, 2023, there is an additional approximately 484 thousand square feet available for lease.
(in thousands except number of leases and PSF data) |
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Number of |
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|
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Annual |
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|
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SNO Leases |
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GLA |
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|
ABR |
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|
Rent PSF |
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|
||||
As of December 31, 2022 |
|
|
15 |
|
|
|
141 |
|
|
$ |
3,355 |
|
|
$ |
23.79 |
|
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Sold / terminated |
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(8 |
) |
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|
(58 |
) |
|
|
(1,071 |
) |
|
|
18.47 |
|
|
Signed |
|
|
2 |
|
|
|
76 |
|
|
|
801 |
|
|
|
10.54 |
|
|
As of March 31, 2023 |
|
|
9 |
|
|
|
159 |
|
|
$ |
3,085 |
|
|
$ |
19.28 |
|
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Premier Mixed-Use
The Company has three premier mixed-use projects in the active leasing/tenant opening stage: Aventura, FL, Santa Monica, CA and San Diego, CA. As of March 31, 2023, the Company has 205 thousand in-place leased square feet (112 thousand square feet at share), 171 thousand square feet signed but not opened (157 thousand square feet at share), and 175 thousand square feet available for lease (124 thousand square feet at share).
The table below provides a summary of all signed leases at Premier assets as of March 31, 2023, including unconsolidated entities at the Company’s proportional share:
|
Number of |
|
|
Leased |
|
|
% of Total |
|
|
Net Annual |
|
|
% of Total |
|
|
Net Annual |
|
||||||
Tenant |
Leases |
|
|
GLA |
|
|
Leasable GLA |
|
|
Base Rent |
|
|
Annual Rent |
|
|
Rent PSF |
|
||||||
In-place retail leases |
|
22 |
|
|
|
50 |
|
|
|
12.8 |
% |
|
$ |
3,215 |
|
|
|
17.6 |
% |
|
$ |
64.30 |
|
In-place office leases |
|
1 |
|
|
|
62 |
|
|
|
15.7 |
% |
|
|
4,220 |
|
|
|
23.2 |
% |
|
|
68.06 |
|
SNO retail leases as of December 31, 2022(1) |
|
27 |
|
|
|
111 |
|
|
|
|
|
|
8,612 |
|
|
|
|
|
|
77.59 |
|
||
Opened |
|
(6 |
) |
|
|
(8 |
) |
|
|
|
|
|
(503 |
) |
|
|
|
|
|
62.88 |
|
||
Signed |
|
1 |
|
|
|
8 |
|
|
|
|
|
|
570 |
|
|
|
|
|
|
71.25 |
|
||
SNO retail leases as of March 31, 2023(1) |
|
22 |
|
|
|
111 |
|
|
|
28.2 |
% |
|
|
8,679 |
|
|
|
47.6 |
% |
|
|
78.19 |
|
SNO office leases as of December 31, 2022(1) |
|
4 |
|
|
|
108 |
|
|
|
|
|
$ |
6,329 |
|
|
|
|
|
|
58.60 |
|
||
Opened |
|
(1 |
) |
|
|
(62 |
) |
|
|
|
|
$ |
(4,220 |
) |
|
|
|
|
|
68.06 |
|
||
SNO retail leases as of March 31, 2023(1) |
|
3 |
|
|
|
46 |
|
|
|
11.8 |
% |
|
$ |
2,109 |
|
|
|
11.6 |
% |
|
|
45.85 |
|
Total diversified leases as of March 31, 2023 |
|
48 |
|
|
|
270 |
|
|
|
68.5 |
% |
|
$ |
18,223 |
|
|
|
100.0 |
% |
|
$ |
67.49 |
|
(1) SNO = Signed not yet opened leases |
|
|
|
|
|
|
|
|
|
|
|||||||||||||
(2) In thousands except number of leases and PSF data |
|
|
|
|
|
|
|
|
|
|
During the three months ended March 31, 2023, the Company invested $27.2 million in its consolidated development and operating properties and an additional $2.8 million into its unconsolidated entities.
Aventura
During the first quarter of 2023, the Company continued to advance 216 thousand square feet of office and retail leasing at the project in Aventura, FL. The Company is finalizing construction on the asset and remains on track to open its first tenants to the public in the second quarter of 2023, with rolling openings thereafter.
During the quarter ended March 31, 2023, the Company signed one new lease totaling eight thousand square feet at an average base rent of $71.25 PSF stabilized net and has 144 thousand square feet signed but not opened. With occupancy at 66.6%, the Company has 72 thousand square feet available for lease, of which one thousand square feet is in lease negotiation and has leasing activity on over an additional 71 thousand square feet.
5
Financial Summary
The table below provides a summary of the Company’s financial results for the three months ended March 31, 2023:
(in thousands except per share amounts) |
|
Three Months Ended |
|
|
|||||
|
|
March 31, 2023 |
|
|
March 31, 2022 |
|
|
||
Net loss attributable to Seritage |
|
$ |
(63,211 |
) |
|
$ |
(53,430 |
) |
|
Net loss per share attributable to Seritage |
|
|
(1.13 |
) |
|
|
(1.22 |
) |
|
Total NOI |
|
|
3,104 |
|
|
|
10,493 |
|
|
For the quarter ended March 31, 2023:
Total NOI is comprised of:
(in thousands) |
|
Three Months Ended March 31, |
|
|||||
Consolidated Properties |
|
2023 |
|
|
2022 |
|
||
Multi-tenant retail |
|
$ |
6,432 |
|
|
$ |
6,205 |
|
Premier |
|
|
(1,441 |
) |
|
|
(1,400 |
) |
Residential |
|
|
(735 |
) |
|
|
(717 |
) |
Non-Core |
|
|
(2,317 |
) |
|
|
(687 |
) |
Sold |
|
|
(352 |
) |
|
|
5,568 |
|
Total |
|
|
1,587 |
|
|
|
8,969 |
|
Unconsolidated Properties |
|
|
|
|
||||
Residential |
|
|
9 |
|
|
|
(289 |
) |
Premier |
|
|
331 |
|
|
|
(209 |
) |
Other joint ventures |
|
|
1,177 |
|
|
|
2,022 |
|
Total |
|
|
1,517 |
|
|
|
1,524 |
|
Total NOI |
|
$ |
3,104 |
|
|
$ |
10,493 |
|
As of March 31, 2023, the Company had cash on hand of $132.1 million, including $11.6 million of restricted cash. The Company expects to use these sources of liquidity, together with a combination of future sales and/or potential debt and capital markets transactions, to pay its financing obligations and fund its operations and development activity. The availability of funding from sales of assets, partnerships and credit or capital markets transactions 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.
Dividends
On February 15, 2023, the Company’s Board of Trustees declared a preferred stock dividend of $0.4375 per each Series A Preferred Share. The preferred dividend was be paid on April 17, 2023 to holders of record on March 31, 2023.
On April 27, 2023, 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 July 14, 2023 to holders of record on June 30, 2023.
The Company’s Board of Trustees does not expect to declare dividends on its common shares until such time as the Term Loan Facility has been repaid in full.
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.
6
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 progressively more 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 will 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.
D&O Insurance Litigation
On March 2, 2021, the Company brought a lawsuit in Delaware state court against QBE Insurance Corporation, Endurance American Insurance Company, Allianz Global Risks US Insurance Company and Continental Casualty Company, each of which are D&O insurance providers of the Company (the “D&O Insurers”). The Company’s lawsuit sought, among other things, declaratory relief and money damages as a result of certain of the D&O Insurers refusal to pay certain costs and expenses related to the defense of the Sears Bankruptcy Litigation. During the fourth quarter of 2022, the Company reached settlement agreements with two of the D&O Insurers and received gross proceeds of $12.7 million. During the three months ended March 31, 2023, the Company reached settlement agreements with the other two D&O Insurers for gross proceeds of $11.6 million. The Company received $3.8 million during the three months ended March 31, 2023, which is recorded in interest and other income in the consolidated statements of operations and received $7.8 million subsequent to March 31, 2023.
Supplemental Report
A Supplemental Report will be available in the Investors section of the Company’s website, www.seritage.com.
Non-GAAP Financial Measures
The Company makes references to NOI and Total NOI which are financial measures that include adjustments to accounting principles generally accepted in the United States (“GAAP”).
Neither of NOI or Total NOI 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 ("NOI”) and Total NOI
NOI is defined as income from property operations less property operating expenses. Other real estate companies may use different methodologies for calculating NOI, and accordingly the Company’s depiction of NOI may not be comparable to other real estate companies. 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 NOI and 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.
7
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,” or “potential” 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; the impact of the COVID-19 pandemic on the business of the Company’s tenants and business, income, cash flow, results of operations, financial condition, liquidity, prospects, ability to service the Company’s debt obligations and ability to pay dividends and other distributions to shareholders; 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; the Company’s relatively limited history as an operating company; and environmental, health, safety and land use laws and regulations. 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, 2022. 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
Seritage is principally engaged in the ownership, development, redevelopment, management and leasing of retail and mixed-use properties throughout the United States. As of March 31, 2023, the Company’s portfolio consisted of interests in 72 properties comprised of approximately 10.2 million square feet of gross leasable area (“GLA”) or build-to-suit leased area, approximately 157 acres held for or under development and approximately 5.3 million square feet or approximately 428 acres to be disposed of. The portfolio consists of approximately 7.6 million square feet of GLA held by 55 wholly owned properties (such properties, the “Consolidated Properties”) and 2.6 million square feet of GLA held by 17 unconsolidated entities (such properties, the “Unconsolidated Properties”).
Contact
Seritage Growth Properties
(212) 355-7800
IR@Seritage.com
8
SERITAGE GROWTH PROPERTIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||
ASSETS |
|
|
|
|
|
|
||
Investment in real estate |
|
|
|
|
|
|
||
Land |
|
$ |
154,807 |
|
|
$ |
172,813 |
|
Buildings and improvements |
|
|
464,586 |
|
|
|
463,616 |
|
Accumulated depreciation |
|
|
(55,347 |
) |
|
|
(57,330 |
) |
|
|
|
564,046 |
|
|
|
579,099 |
|
Construction in progress |
|
|
157,824 |
|
|
|
185,324 |
|
Net investment in real estate |
|
|
721,870 |
|
|
|
764,423 |
|
Real estate held for sale |
|
|
245,894 |
|
|
|
455,617 |
|
Investment in unconsolidated entities |
|
|
353,919 |
|
|
|
382,597 |
|
Cash and cash equivalents |
|
|
120,476 |
|
|
|
133,480 |
|
Restricted cash |
|
|
11,576 |
|
|
|
11,459 |
|
Tenant and other receivables, net |
|
|
25,982 |
|
|
|
41,495 |
|
Lease intangible assets, net |
|
|
1,615 |
|
|
|
1,791 |
|
Prepaid expenses, deferred expenses and other assets, net |
|
|
35,041 |
|
|
|
50,859 |
|
Total assets (1) |
|
$ |
1,516,373 |
|
|
$ |
1,841,721 |
|
|
|
|
|
|
|
|
||
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
||
Term loan facility, net |
|
$ |
799,859 |
|
|
$ |
1,029,754 |
|
Accounts payable, accrued expenses and other liabilities |
|
|
58,559 |
|
|
|
89,368 |
|
Total liabilities (1) |
|
|
858,418 |
|
|
|
1,119,122 |
|
|
|
|
|
|
|
|
||
Commitments and contingencies (Note 9) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Shareholders' Equity |
|
|
|
|
|
|
||
Class A common shares $0.01 par value; 100,000,000 shares authorized; |
|
|
561 |
|
|
|
561 |
|
Series A preferred shares $0.01 par value; 10,000,000 shares authorized; |
|
|
28 |
|
|
|
28 |
|
Additional paid-in capital |
|
|
1,360,060 |
|
|
|
1,360,411 |
|
Accumulated deficit |
|
|
(703,742 |
) |
|
|
(640,531 |
) |
Total shareholders' equity |
|
|
656,907 |
|
|
|
720,469 |
|
Non-controlling interests |
|
|
1,048 |
|
|
|
2,130 |
|
Total equity |
|
|
657,955 |
|
|
|
722,599 |
|
Total liabilities and shareholders' equity |
|
$ |
1,516,373 |
|
|
$ |
1,841,721 |
|
(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 March 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, $(0.7) million of accumulated depreciation and $3.4 million of other assets included in other line items. The Company's consolidated balance sheets as of December 31, 2022, include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $6.6 million of land, $3.9 million of building and improvements, $(1.0) million of accumulated depreciation and $4.0 million of other assets included in other line items. |
|
9
SERITAGE GROWTH PROPERTIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
|
|
Three Months Ended |
|
|
|||||
|
|
2023 |
|
|
2022 |
|
|
||
REVENUE |
|
|
|
|
|
|
|
||
Rental income |
|
$ |
418 |
|
|
$ |
29,084 |
|
|
Management and other fee income |
|
|
262 |
|
|
|
1,821 |
|
|
Total revenue |
|
|
680 |
|
|
|
30,905 |
|
|
EXPENSES |
|
|
|
|
|
|
|
||
Property operating |
|
|
8,185 |
|
|
|
11,032 |
|
|
Real estate taxes |
|
|
1,537 |
|
|
|
8,150 |
|
|
Depreciation and amortization |
|
|
4,564 |
|
|
|
11,934 |
|
|
General and administrative |
|
|
12,220 |
|
|
|
9,092 |
|
|
Total expenses |
|
|
26,506 |
|
|
|
40,208 |
|
|
Gain (loss) on sale of real estate, net |
|
|
12,392 |
|
|
|
(1,015 |
) |
|
Impairment of real estate assets |
|
|
(2,576 |
) |
|
|
(991 |
) |
|
Equity in loss of unconsolidated entities |
|
|
(36,372 |
) |
|
|
(33,076 |
) |
|
Interest and other income |
|
|
5,585 |
|
|
|
11 |
|
|
Interest expense |
|
|
(15,202 |
) |
|
|
(22,588 |
) |
|
Loss before income taxes |
|
|
(61,999 |
) |
|
|
(66,962 |
) |
|
Benefit (provision) for income taxes |
|
|
13 |
|
|
|
(25 |
) |
|
Net loss |
|
|
(61,986 |
) |
|
|
(66,987 |
) |
|
Net loss attributable to non-controlling interests |
|
|
— |
|
|
|
14,782 |
|
|
Net loss attributable to Seritage |
|
$ |
(61,986 |
) |
|
$ |
(52,205 |
) |
|
Preferred dividends |
|
|
(1,225 |
) |
|
|
(1,225 |
) |
|
Net loss attributable to Seritage common shareholders |
|
$ |
(63,211 |
) |
|
$ |
(53,430 |
) |
|
|
|
|
|
|
|
|
|
||
Net loss per share attributable to Seritage Class A |
|
$ |
(1.13 |
) |
|
$ |
(1.22 |
) |
|
Net loss per share attributable to Seritage Class A |
|
$ |
(1.13 |
) |
|
$ |
(1.22 |
) |
|
Weighted average Class A common shares |
|
|
56,059 |
|
|
|
43,634 |
|
|
Weighted average Class A common shares |
|
|
56,059 |
|
|
|
43,634 |
|
|
10
Reconciliation of Net Loss to NOI and Total NOI (in thousands)
|
|
Three Months Ended March 31, |
|
|||||
NOI and Total NOI |
|
2023 |
|
|
2022 |
|
||
Net loss |
|
$ |
(61,986 |
) |
|
$ |
(66,987 |
) |
Termination fee income |
|
|
— |
|
|
|
(277 |
) |
Management and other fee income |
|
|
(262 |
) |
|
|
(1,821 |
) |
Depreciation and amortization |
|
|
4,564 |
|
|
|
11,934 |
|
General and administrative expenses |
|
|
12,220 |
|
|
|
9,092 |
|
Equity in loss of unconsolidated entities |
|
|
36,372 |
|
|
|
33,076 |
|
(Gain) loss on sale of real estate, net |
|
|
(12,392 |
) |
|
|
1,015 |
|
Impairment of real estate assets |
|
|
2,576 |
|
|
|
991 |
|
Interest and other income |
|
|
(5,585 |
) |
|
|
(11 |
) |
Interest expense |
|
|
15,202 |
|
|
|
22,588 |
|
(Benefit) provision for income taxes |
|
|
(13 |
) |
|
|
25 |
|
Straight-line rent |
|
|
10,843 |
|
|
|
(721 |
) |
Above/below market rental expense |
|
|
48 |
|
|
|
65 |
|
NOI |
|
$ |
1,587 |
|
|
$ |
8,969 |
|
Unconsolidated entities |
|
|
|
|
|
|
||
Net operating income of unconsolidated entities |
|
|
1,659 |
|
|
|
1,846 |
|
Straight-line rent |
|
|
(147 |
) |
|
|
(328 |
) |
Above/below market rental expense |
|
|
5 |
|
|
|
6 |
|
Total NOI |
|
$ |
3,104 |
|
|
$ |
10,493 |
|
|
|
|
|
|
|
|
11
Exhibit 99.2
1
Forward-Looking Statements
Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “projects,” “would,” “may” or other similar expressions in the Company’s Annual Report on Form 10-K. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date hereof. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date hereof. The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included in Part 1 of the Quarterly Report.
2
Financial Information
3
Summary Information
March 31, 2023
(in thousands, except per share and PSF amounts)
|
|
Three Months Ended March 31, |
|
|||||
Financial Results |
|
2023 |
|
|
2022 |
|
||
Net loss attributable to Seritage |
|
$ |
(63,211 |
) |
|
$ |
(53,430 |
) |
Total NOI |
|
$ |
3,104 |
|
|
$ |
10,493 |
|
Net loss per share attributable to Seritage |
|
$ |
(1.13 |
) |
|
$ |
(1.22 |
) |
Wtd. avg. shares - EPS |
|
|
56,059 |
|
|
|
43,634 |
|
Stock trading price range |
|
$7.32 to $12.70 |
|
|
$8.49 to $14.45 |
|
4
Consolidated Balance Sheets (unaudited)
March 31, 2023
(in thousands, except share and per share amounts)
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||
ASSETS |
|
|
|
|
|
|
||
Investment in real estate |
|
|
|
|
|
|
||
Land |
|
$ |
154,807 |
|
|
$ |
172,813 |
|
Buildings and improvements |
|
|
464,586 |
|
|
|
463,616 |
|
Accumulated depreciation |
|
|
(55,347 |
) |
|
|
(57,330 |
) |
|
|
|
564,046 |
|
|
|
579,099 |
|
Construction in progress |
|
|
157,824 |
|
|
|
185,324 |
|
Net investment in real estate |
|
|
721,870 |
|
|
|
764,423 |
|
Real estate held for sale |
|
|
245,894 |
|
|
|
455,617 |
|
Investment in unconsolidated entities |
|
|
353,919 |
|
|
|
382,597 |
|
Cash and cash equivalents |
|
|
120,476 |
|
|
|
133,480 |
|
Restricted cash |
|
|
11,576 |
|
|
|
11,459 |
|
Tenant and other receivables, net |
|
|
25,982 |
|
|
|
41,495 |
|
Lease intangible assets, net |
|
|
1,615 |
|
|
|
1,791 |
|
Prepaid expenses, deferred expenses and other assets, net |
|
|
35,041 |
|
|
|
50,859 |
|
Total assets (1) |
|
$ |
1,516,373 |
|
|
$ |
1,841,721 |
|
|
|
|
|
|
|
|
||
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
||
Term loan facility, net |
|
$ |
799,859 |
|
|
$ |
1,029,754 |
|
Accounts payable, accrued expenses and other liabilities |
|
|
58,559 |
|
|
|
89,368 |
|
Total liabilities (1) |
|
|
858,418 |
|
|
|
1,119,122 |
|
|
|
|
|
|
|
|
||
Commitments and contingencies (Note 9) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Shareholders' Equity |
|
|
|
|
|
|
||
Class A common shares $0.01 par value; 100,000,000 shares authorized; |
|
|
561 |
|
|
|
561 |
|
Series A preferred shares $0.01 par value; 10,000,000 shares authorized; |
|
|
28 |
|
|
|
28 |
|
Additional paid-in capital |
|
|
1,360,060 |
|
|
|
1,360,411 |
|
Accumulated deficit |
|
|
(703,742 |
) |
|
|
(640,531 |
) |
Total shareholders' equity |
|
|
656,907 |
|
|
|
720,469 |
|
Non-controlling interests |
|
|
1,048 |
|
|
|
2,130 |
|
Total equity |
|
|
657,955 |
|
|
|
722,599 |
|
Total liabilities and shareholders' equity |
|
$ |
1,516,373 |
|
|
$ |
1,841,721 |
|
(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 March 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, $(0.7) million of accumulated depreciation and $3.4 million of other assets included in other line items. The Company's consolidated balance sheets as of December 31, 2022, include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $6.6 million of land, $3.9 million of building and improvements, $(1.0) million of accumulated depreciation and $4.0 million of other assets included in other line items. |
|
5
Consolidated Statements of Operations (unaudited)
March 31, 2023
(in thousands, except per share amounts)
|
|
Three Months Ended |
|
|
|||||
|
|
2023 |
|
|
2022 |
|
|
||
REVENUE |
|
|
|
|
|
|
|
||
Rental income |
|
$ |
418 |
|
|
$ |
29,084 |
|
|
Management and other fee income |
|
|
262 |
|
|
|
1,821 |
|
|
Total revenue |
|
|
680 |
|
|
|
30,905 |
|
|
EXPENSES |
|
|
|
|
|
|
|
||
Property operating |
|
|
8,185 |
|
|
|
11,032 |
|
|
Real estate taxes |
|
|
1,537 |
|
|
|
8,150 |
|
|
Depreciation and amortization |
|
|
4,564 |
|
|
|
11,934 |
|
|
General and administrative |
|
|
12,220 |
|
|
|
9,092 |
|
|
Total expenses |
|
|
26,506 |
|
|
|
40,208 |
|
|
Gain (loss) on sale of real estate, net |
|
|
12,392 |
|
|
|
(1,015 |
) |
|
Impairment of real estate assets |
|
|
(2,576 |
) |
|
|
(991 |
) |
|
Equity in loss of unconsolidated entities |
|
|
(36,372 |
) |
|
|
(33,076 |
) |
|
Interest and other income |
|
|
5,585 |
|
|
|
11 |
|
|
Interest expense |
|
|
(15,202 |
) |
|
|
(22,588 |
) |
|
Loss before income taxes |
|
|
(61,999 |
) |
|
|
(66,962 |
) |
|
Benefit (provision) for income taxes |
|
|
13 |
|
|
|
(25 |
) |
|
Net loss |
|
|
(61,986 |
) |
|
|
(66,987 |
) |
|
Net loss attributable to non-controlling interests |
|
|
— |
|
|
|
14,782 |
|
|
Net loss attributable to Seritage |
|
$ |
(61,986 |
) |
|
$ |
(52,205 |
) |
|
Preferred dividends |
|
|
(1,225 |
) |
|
|
(1,225 |
) |
|
Net loss attributable to Seritage common shareholders |
|
$ |
(63,211 |
) |
|
$ |
(53,430 |
) |
|
|
|
|
|
|
|
|
|
||
Net loss per share attributable to Seritage Class A |
|
$ |
(1.13 |
) |
|
$ |
(1.22 |
) |
|
Net loss per share attributable to Seritage Class A |
|
$ |
(1.13 |
) |
|
$ |
(1.22 |
) |
|
Weighted average Class A common shares |
|
|
56,059 |
|
|
|
43,634 |
|
|
Weighted average Class A common shares |
|
|
56,059 |
|
|
|
43,634 |
|
|
6
Total Net Operating Income
March 31, 2023
(in thousands)
|
|
Three Months Ended March 31, |
|
|||||
NOI and Total NOI |
|
2023 |
|
|
2022 |
|
||
Net loss |
|
$ |
(61,986 |
) |
|
$ |
(66,987 |
) |
Termination fee income |
|
|
— |
|
|
|
(277 |
) |
Management and other fee income |
|
|
(262 |
) |
|
|
(1,821 |
) |
Depreciation and amortization |
|
|
4,564 |
|
|
|
11,934 |
|
General and administrative expenses |
|
|
12,220 |
|
|
|
9,092 |
|
Equity in loss of unconsolidated entities |
|
|
36,372 |
|
|
|
33,076 |
|
(Gain) loss on sale of real estate, net |
|
|
(12,392 |
) |
|
|
1,015 |
|
Impairment of real estate assets |
|
|
2,576 |
|
|
|
991 |
|
Interest and other income |
|
|
(5,585 |
) |
|
|
(11 |
) |
Interest expense |
|
|
15,202 |
|
|
|
22,588 |
|
(Benefit) provision for income taxes |
|
|
(13 |
) |
|
|
25 |
|
Straight-line rent |
|
|
10,843 |
|
|
|
(721 |
) |
Above/below market rental expense |
|
|
48 |
|
|
|
65 |
|
NOI |
|
$ |
1,587 |
|
|
$ |
8,969 |
|
Unconsolidated entities |
|
|
|
|
|
|
||
Net operating income of unconsolidated entities |
|
|
1,659 |
|
|
|
1,846 |
|
Straight-line rent |
|
|
(147 |
) |
|
|
(328 |
) |
Above/below market rental expense |
|
|
5 |
|
|
|
6 |
|
Total NOI |
|
$ |
3,104 |
|
|
$ |
10,493 |
|
|
|
|
|
|
|
|
7
Additional Information
March 31, 2023
(in thousands)
|
|
As of |
|
|
As of |
|
||
Debt Summary |
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||
Term Loan Facility (drawn / undrawn) |
|
$800,000 / 400,000 |
|
|
$1,030,000 / 400,000 |
|
||
Interest rate / undrawn rate |
|
7.00% / 1.00% |
|
|
7.00% / 1.00% |
|
||
Maturity |
|
July 2025 |
|
|
July 2023 |
|
||
|
|
|
|
|
|
|
||
Prepaid Expenses, Deferred Expenses and Other Assets |
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||
Right of Use Asset |
|
$ |
15,942 |
|
|
$ |
16,161 |
|
Deferred expenses |
|
|
8,057 |
|
|
|
17,367 |
|
Other assets |
|
|
4,155 |
|
|
|
5,551 |
|
Prepaid insurance |
|
|
2,961 |
|
|
|
5,492 |
|
Other prepaid expenses |
|
|
2,275 |
|
|
|
4,133 |
|
FF&E |
|
|
975 |
|
|
|
1,129 |
|
Prepaid real estate taxes |
|
|
676 |
|
|
|
1,026 |
|
Total prepaid expenses, deferred expenses and other assets |
|
$ |
35,041 |
|
|
$ |
50,859 |
|
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||
Accrued development expenditures |
|
$ |
22,196 |
|
|
$ |
37,983 |
|
Accounts payable and accrued expenses |
|
|
17,921 |
|
|
|
25,454 |
|
Lease liability |
|
|
5,749 |
|
|
|
5,916 |
|
Accrued real estate taxes |
|
|
4,126 |
|
|
|
8,638 |
|
Prepaid rental income |
|
|
3,498 |
|
|
|
4,977 |
|
Accrued interest |
|
|
2,489 |
|
|
|
3,286 |
|
Below-market leases |
|
|
1,518 |
|
|
|
1,560 |
|
Common and preferred dividends and OP |
|
|
1,062 |
|
|
|
1,554 |
|
Total accounts payable, accrued expenses and |
|
$ |
58,559 |
|
|
$ |
89,368 |
|
8
Additional Information (cont’d)
March 31, 2023
(in thousands, except per share amounts)
|
|
Three Months Ended March 31, |
|
|
|||||
Rental Revenue Detail |
|
2023 |
|
|
2022 |
|
|
||
Revenue |
|
|
|
|
|
|
|
||
Rental income |
|
$ |
(776 |
) |
|
$ |
23,979 |
|
|
Tenant reimbursements |
|
|
1,194 |
|
|
|
4,828 |
|
|
Termination income |
|
|
- |
|
|
|
277 |
|
|
Total |
|
$ |
418 |
|
|
$ |
29,084 |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
Three Months Ended March 31, |
|
|
|||||
|
|
2023 |
|
|
2022 |
|
|
||
Select Non-Cash Items |
|
|
|
|
|
|
|
||
Straight-line rental income |
|
|
|
|
|
|
|
||
Wholly-owned |
|
$ |
(10,843 |
) |
|
$ |
721 |
|
|
Joint ventures |
|
|
147 |
|
|
|
328 |
|
|
Total |
|
$ |
(10,696 |
) |
|
$ |
1,049 |
|
|
|
|
|
|
|
|
|
|
||
Net amortization of above/below market |
|
|
|
|
|
|
|
||
Wholly-owned |
|
$ |
(48 |
) |
|
$ |
(65 |
) |
|
Joint ventures |
|
|
(5 |
) |
|
|
(6 |
) |
|
Total |
|
$ |
(53 |
) |
|
$ |
(71 |
) |
|
|
|
|
|
|
|
|
|
||
Amortization of deferred financing costs |
|
$ |
(105 |
) |
|
$ |
(105 |
) |
|
Share-based compensation expense |
|
|
(773 |
) |
|
|
(425 |
) |
|
9
SNO Lease Summary
Multi-Tenant Retail
The table below provides a summary of all multi-tenant Retail signed leases as of March 31, 2023, including unconsolidated entities at the Company’s proportional share:
(in thousands except number of leases and PSF data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Number of |
|
|
Leased |
|
|
% of Total |
|
|
Gross Annual Base |
|
|
% of |
|
|
Gross Annual |
|
||||||
Tenant |
|
Leases |
|
|
GLA |
|
|
Leasable GLA |
|
|
Rent ("ABR") |
|
|
Total ABR |
|
|
Rent PSF ("ABR PSF") |
|
||||||
In-place retail leases |
|
|
55 |
|
|
|
1,374 |
|
|
|
68.1 |
% |
|
$ |
30,014 |
|
|
|
90.7 |
% |
|
$ |
21.84 |
|
SNO retail leases (1) |
|
|
9 |
|
|
|
160 |
|
|
|
7.9 |
% |
|
|
3,085 |
|
|
|
9.3 |
% |
|
|
19.28 |
|
Total retail leases |
|
|
64 |
|
|
|
1,534 |
|
|
|
76.0 |
% |
|
$ |
33,099 |
|
|
|
100.0 |
% |
|
$ |
21.58 |
|
(1) SNO = signed not yet opened leases. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands except number of leases and PSF data) |
|
Number of |
|
|
|
|
|
|
|
|
Annual |
|
|
||||
|
|
SNO Leases |
|
|
GLA |
|
|
ABR |
|
|
Rent PSF |
|
|
||||
As of December 31, 2022 |
|
|
15 |
|
|
|
141 |
|
|
$ |
3,355 |
|
|
$ |
23.79 |
|
|
Sold / terminated |
|
|
(8 |
) |
|
|
(58 |
) |
|
|
(1,071 |
) |
|
|
18.47 |
|
|
Signed |
|
|
2 |
|
|
|
76 |
|
|
|
801 |
|
|
|
10.54 |
|
|
As of March 31, 2023 |
|
|
9 |
|
|
|
159 |
|
|
$ |
3,085 |
|
|
$ |
19.28 |
|
|
Premier Mixed-Use
The table below provides a summary of all signed leases at Premier assets as of March 31, 2023, including unconsolidated entities at the Company’s proportional share:
|
Number of |
|
|
Leased |
|
|
% of Total |
|
|
Net Annual |
|
|
% of Total |
|
|
Net Annual |
|
||||||
Tenant |
Leases |
|
|
GLA |
|
|
Leasable GLA |
|
|
Base Rent |
|
|
Annual Rent |
|
|
Rent PSF |
|
||||||
In-place retail leases |
|
22 |
|
|
|
50 |
|
|
|
12.8 |
% |
|
$ |
3,215 |
|
|
|
17.6 |
% |
|
$ |
64.30 |
|
In-place office leases |
|
1 |
|
|
|
62 |
|
|
|
15.7 |
% |
|
|
4,220 |
|
|
|
23.2 |
% |
|
|
68.06 |
|
SNO retail leases as of December 31, 2022(1) |
|
27 |
|
|
|
111 |
|
|
|
|
|
|
8,612 |
|
|
|
|
|
|
77.59 |
|
||
Opened |
|
(6 |
) |
|
|
(8 |
) |
|
|
|
|
|
(503 |
) |
|
|
|
|
|
62.88 |
|
||
Signed |
|
1 |
|
|
|
8 |
|
|
|
|
|
|
570 |
|
|
|
|
|
|
71.25 |
|
||
SNO retail leases as of March 31, 2023(1) |
|
22 |
|
|
|
111 |
|
|
|
28.2 |
% |
|
|
8,679 |
|
|
|
47.6 |
% |
|
|
78.19 |
|
SNO office leases as of December 31, 2022(1) |
|
4 |
|
|
|
108 |
|
|
|
|
|
$ |
6,329 |
|
|
|
|
|
|
58.60 |
|
||
Opened |
|
(1 |
) |
|
|
(62 |
) |
|
|
|
|
$ |
(4,220 |
) |
|
|
|
|
|
68.06 |
|
||
SNO retail leases as of March 31, 2023(1) |
|
3 |
|
|
|
46 |
|
|
|
11.8 |
% |
|
$ |
2,109 |
|
|
|
11.6 |
% |
|
|
45.85 |
|
Total diversified leases as of March 31, 2023 |
|
48 |
|
|
|
270 |
|
|
|
68.5 |
% |
|
$ |
18,223 |
|
|
|
100.0 |
% |
|
$ |
67.49 |
|
(1) SNO = Signed not yet opened leases |
|
|
|
|
|
|
|
|
|
|
|||||||||||||
(2) In thousands except number of leases and PSF data |
|
|
|
|
|
|
|
|
|
|
10
Top Tenants
March 31, 2023
(rent in thousands)
The following table lists the top tenants in the portfolio as of March 31, 2023, based on signed leases and including Unconsolidated Properties presented at the Company’s proportional share:
|
Number of |
|
|
Total |
|
% of Total |
|
||
Tenant |
Leases |
SF |
|
Rent |
|
Rent |
Concepts / Brands |
||
Dick's Sporting Goods |
6 |
|
382,708 |
|
|
7,175 |
|
11.2% |
|
Amazon |
2 |
|
99,193 |
|
|
5,435 |
|
8.5% |
|
Dave & Buster's |
5 |
|
158,879 |
|
|
4,808 |
|
7.5% |
|
Primark |
3 |
|
115,685 |
|
|
3,040 |
|
4.7% |
|
Round One Entertainment |
3 |
|
132,445 |
|
|
2,866 |
|
4.5% |
|
Nordstrom Rack |
3 |
|
116,868 |
|
|
2,578 |
|
4.0% |
|
Floor & Décor |
2 |
|
147,971 |
|
|
2,035 |
|
3.2% |
|
Mixtura |
1 |
|
22,038 |
|
|
1,820 |
|
2.8% |
|
Cinemark |
2 |
|
59,470 |
|
|
1,614 |
|
2.5% |
|
Pinstripes |
1 |
|
26,515 |
|
|
1,482 |
|
2.3% |
|
Whole Foods |
2 |
|
71,235 |
|
|
1,258 |
|
2.0% |
|
TJX |
3 |
|
63,823 |
|
|
1,056 |
|
1.6% |
TJ Maxx, Marshalls, HomeGoods, HomeSense, Sierra Trading Post |
CCRM |
1 |
|
18,179 |
|
|
1,000 |
|
1.6% |
|
Industrious |
1 |
|
26,501 |
|
|
999 |
|
1.6% |
|
GameTime |
1 |
|
49,811 |
|
|
996 |
|
1.6% |
|
Ulta Salon |
3 |
|
31,751 |
|
|
892 |
|
1.4% |
|
BJ's Wholesale Club |
1 |
|
52,516 |
|
|
840 |
|
1.3% |
|
Grupo Carolo |
1 |
|
7,742 |
|
|
774 |
|
1.2% |
|
Ashley Furniture |
1 |
|
35,320 |
|
|
766 |
|
1.2% |
|
Darden |
3 |
|
23,818 |
|
|
721 |
|
1.1% |
Longhorn Steakhouse, Olive Garden, Seasons 52, Yardhouse, Bahama Breeze, Cheddar's |
Total |
45 |
|
1,642,468 |
|
|
42,155 |
|
65.8% |
|
11
Multi-tenant Retail
Consolidated Properties
|
|
|
|
|
|
Total |
|
|
Leased |
|
|
SNO |
|
|
|
|
Land |
|
|
|
||||
Property Address |
|
City |
|
State |
|
GLA (1) |
|
|
SF (1) |
|
|
SF (1) |
|
|
Leased (1) |
|
Acres |
|
|
Significant Tenants (1) |
||||
575 Fletcher Parkway |
|
El Cajon |
|
CA |
|
|
227,300 |
|
|
|
184,400 |
|
|
|
- |
|
|
81.1% |
|
|
20 |
|
|
Ashley Furniture, Bob's Discount Furniture, Burlington Stores, Extra Space Storage |
40710 Winchester Road |
|
Temecula |
|
CA |
|
|
126,500 |
|
|
|
112,800 |
|
|
|
8,000 |
|
|
95.5% |
|
|
10 |
|
|
Round One Entertainment, Dick's Sporting Goods, Texas Roadhouse |
145 West Hillcrest Drive |
|
Thousand Oaks |
|
CA |
|
|
172,000 |
|
|
|
113,700 |
|
|
|
- |
|
|
66.1% |
|
|
11 |
|
|
Dave & Busters, DSW, Nordstrom Rack |
3111 East Colonial Drive |
|
Orlando |
|
FL |
|
|
107,600 |
|
|
|
94,300 |
|
|
|
2,300 |
|
|
89.8% |
|
|
13 |
|
|
Floor & Décor, Aspen Dental, Del Taco |
2300 Tyrone Boulevard North |
|
St. Petersburg |
|
FL |
|
|
125,700 |
|
|
|
97,700 |
|
|
|
28,000 |
|
|
100.0% |
|
|
13 |
|
|
Dick's Sporting Goods, Five Below, PetSmart, Verizon |
200 Grossman Drive |
|
Braintree |
|
MA |
|
|
85,100 |
|
|
|
47,600 |
|
|
|
37,500 |
|
|
100.0% |
|
|
34 |
|
|
Nordstrom Rack, Ulta Beauty |
1500 South Willow Street |
|
Manchester |
|
NH |
|
|
105,700 |
|
|
|
80,400 |
|
|
|
- |
|
|
76.1% |
|
|
11 |
|
|
Dick's Sporting Goods, Dave & Buster's |
1640 Route 22 |
|
Watchung |
|
NJ |
|
|
124,900 |
|
|
|
117,000 |
|
|
|
7,900 |
|
|
100.0% |
|
|
12 |
|
|
Cinemark, HomeGoods, Sierra Trading Post, Ulta Beauty, Chick-fil-A , City MD, Starbucks |
160 North Gulph Road |
|
King of Prussia (2) |
|
PA |
|
|
208,700 |
|
|
|
174,500 |
|
|
|
- |
|
|
83.6% |
|
|
14 |
|
|
Dick's Sporting Goods, Primark, Outback Steakhouse, Yardhouse, Dave & Busters |
12000 Fair Oaks Mall |
|
Fairfax |
|
VA |
|
|
212,700 |
|
|
|
154,400 |
|
|
|
- |
|
|
72.6% |
|
|
15 |
|
|
Dave & Busters, Dick's Sporting Goods |
141 West Lee Highway |
|
Warrenton |
|
VA |
|
|
71,500 |
|
|
|
62,400 |
|
|
|
- |
|
|
87.3% |
|
|
9 |
|
|
HomeGoods, Ulta, Five Below |
27001 U.S. 19 North |
|
Clearwater |
|
FL |
|
|
212,900 |
|
|
|
75,500 |
|
|
|
- |
|
|
35.5% |
|
|
14 |
|
|
Whole Foods, Nordstrom Rack |
1425 Central Avenue |
|
Albany |
|
NY |
|
|
238,200 |
|
|
|
59,600 |
|
|
|
76,300 |
|
|
57.1% |
|
|
21 |
|
|
Whole Foods, Ethan Allen |
Total |
|
|
|
|
|
|
2,018,800 |
|
|
|
1,374,300 |
|
|
|
160,000 |
|
|
76.0% |
|
|
198 |
|
|
|
(1) Based on signed leases as of March 31, 2023; GLA presented at the Company’s proportional share
(2) Property is subject to a ground lease
12
Residential
Consolidated Properties
|
|
|
|
|
|
Land |
|
|
% of Auxiliary |
|
Auxiliary |
|
|
|
||
Property Address |
|
City |
|
State |
|
Acres |
|
|
Leased SF (1) |
|
Leased SF (1) |
|
|
Significant Tenants (1) |
||
5261 Arlington Avenue |
|
Riverside - Resi |
|
CA |
|
|
14 |
|
|
0% |
|
|
- |
|
|
n/a |
5261 Arlington Avenue |
|
Riverside - Retail (2) |
|
CA |
|
|
5 |
|
|
100% |
|
|
33,200 |
|
|
Bank of America, Aldi |
Total |
|
|
|
|
|
|
19 |
|
|
100% |
|
|
33,200 |
|
|
|
(1) Based on signed leases as of March 31, 2023; GLA presented at the Company’s proportional share
(2) Riverside Retail doesn’t include residential but includes retail leasing that is 100% SRG owned and complementary to the Residential developments at the sites.
Joint Ventures
Brookfield Retail Partners (formerly GGP, Inc.) Joint Venture Properties |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
Land |
|
|
% of Auxiliary |
|
Auxiliary |
|
|
|
||
Mall Name |
|
City |
|
State |
|
Joint Venture |
|
Acres |
|
|
Leased SF |
|
SF (1) |
|
|
Significant Tenants (1) |
||
Alderwood |
|
Lynnwood (2) |
|
WA |
|
GGP I JV |
|
|
12 |
|
|
65.5% |
|
|
31,900 |
|
|
Dave & Busters, Cheesecake Factory, Fogo De Chao, Shake Shack |
(1) Based on signed leases as of March 31, 2023; GLA presented at the Company’s proportional share
(2) Indicates assets that are put right eligible as of May 9, 2023
13
Premier Mixed-Use Properties
Consolidated Properties
|
|
|
|
|
|
Total |
|
|
Leased |
|
|
SNO |
|
|
|
|
|
Land |
|
|
||||
Property Address |
|
City |
|
State |
|
GLA (1) |
|
|
SF (1) |
|
|
SF (1) |
|
|
Leased (1) |
|
|
Acres |
|
Site Opportunities |
||||
19505 Biscayne Boulevard |
|
Aventura |
|
FL |
|
|
216,100 |
|
|
|
- |
|
|
|
143,900 |
|
|
|
66.6 |
% |
|
13 |
|
Retail |
5900 Glades Road |
|
Boca Raton |
|
FL |
|
|
4,200 |
|
|
|
4,200 |
|
|
|
- |
|
|
|
100.0 |
% |
|
19 |
|
Retail |
195 North Broadway |
|
Hicksville |
|
NY |
|
|
7,600 |
|
|
|
7,600 |
|
|
|
- |
|
|
|
100.0 |
% |
|
30 |
|
Retail |
13131 Preston Road |
|
Dallas |
|
TX |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
0.0 |
% |
|
23 |
|
Residential, Retail, Office |
2200 148th Avenue Northeast |
|
Redmond |
|
WA |
|
|
7,500 |
|
|
|
7,500 |
|
|
|
- |
|
|
|
100.0 |
% |
|
15 |
|
Residential, Retail, Office |
Total |
|
|
|
|
|
|
235,400 |
|
|
|
19,300 |
|
|
|
143,900 |
|
|
|
69.3 |
% |
|
100 |
|
|
Joint Ventures
Invesco Real Estate Joint Venture Properties |
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
Total |
|
|
Leased |
|
|
SNO |
|
|
|
|
Land |
|
|
|||
Property Address |
|
City |
|
State |
|
GLA (1) |
|
|
SF (1) |
|
|
SF (1) |
|
|
Leased (1) |
|
Acres |
|
Site Opportunities |
|||
302 Colorado Ave |
|
Santa Monica |
|
CA |
|
|
51,500 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
3 |
|
Residential, Retail, Office |
4575 La Jolla Village Dr |
|
San Diego |
|
CA |
|
|
106,200 |
|
|
|
92,800 |
|
|
|
13,400 |
|
|
100.0% |
|
13 |
|
Life Sciences / Office, Retail |
5901 Duke St |
|
Alexandria |
|
VA |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
41 |
|
Residential |
Total |
|
|
|
|
|
|
157,700 |
|
|
|
92,800 |
|
|
|
13,400 |
|
|
67.3% |
|
57 |
|
|
(1) Based on signed leases as of March 31, 2023; GLA presented at the Company’s proportional share
14
Other Unconsolidated Entities
Other Joint Ventures
Brookfield Retail Partners (formerly GGP, Inc.) Joint Venture Properties |
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
Total |
|
|
In-Place |
|
|
SNO |
|
|
|
|
Land |
|
|
|||
Mall Name |
|
City |
|
State |
|
Joint Venture |
|
SF (1) |
|
|
SF (1) |
|
|
SF (1) |
|
|
Leased (1) |
|
Acres |
|
Significant Tenants (1) |
|||
Altamonte Mall |
|
Altamonte Springs |
|
FL |
|
GGP II JV |
|
|
93,500 |
|
|
|
4,700 |
|
|
|
- |
|
|
5.0% |
|
17 |
|
n/a |
Coastland Center |
|
Naples (2) |
|
FL |
|
GGP II JV |
|
|
36,300 |
|
|
|
28,300 |
|
|
|
8,000 |
|
|
100.0% |
|
12 |
|
CMX Cinebistro, Uncle Julio’s |
Willowbrook Mall |
|
Wayne (2) |
|
NJ |
|
GGP II JV |
|
|
132,700 |
|
|
|
105,200 |
|
|
|
- |
|
|
79.3% |
|
41 |
|
Cinemark, Dave & Busters, Yardhouse, BJ's Wholesale |
Stonebriar Centre |
|
Frisco |
|
TX |
|
GCP I JV |
|
|
87,500 |
|
|
|
6,000 |
|
|
|
- |
|
|
6.9% |
|
11 |
|
n/a |
Total |
|
|
|
|
|
|
|
|
350,000 |
|
|
|
144,200 |
|
|
|
8,000 |
|
|
43.5% |
|
81 |
|
|
Simon Joint Venture Properties |
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
Total |
|
|
Leased |
|
|
SNO |
|
|
|
|
Land |
|
|
|||
Mall Name |
|
City |
|
State |
|
Joint Venture |
|
GLA (1) |
|
|
SF (1) |
|
|
SF (1) |
|
|
Leased (1) |
|
Acres |
|
Significant Tenants (1) |
|||
Santa Rosa Plaza |
|
Santa Rosa |
|
CA |
|
Simon JV |
|
|
82,700 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
7 |
|
n/a |
The Shops at Nanuet |
|
Nanuet |
|
NY |
|
Simon JV |
|
|
110,700 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
14 |
|
n/a |
Barton Creek Square |
|
Austin |
|
TX |
|
Simon JV |
|
|
82,300 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
16 |
|
n/a |
Total |
|
|
|
|
|
|
|
|
275,700 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Macerich Joint Venture Properties |
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
Total |
|
|
Leased |
|
|
SNO |
|
|
|
|
Land |
|
|
|||
Mall Name |
|
City |
|
State |
|
Joint Venture |
|
GLA (1) |
|
|
SF (1) |
|
|
SF (1) |
|
|
Leased (1) |
|
Acres |
|
Significant Tenants (1) |
|||
Chandler Fashion Center |
|
Chandler |
|
AZ |
|
Macerich JV |
|
|
70,300 |
|
|
|
5,000 |
|
|
|
- |
|
|
7.1% |
|
10 |
|
Firestone |
Los Cerritos Center |
|
Cerritos |
|
CA |
|
Macerich JV |
|
|
138,800 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
20 |
|
n/a |
Danbury Fair |
|
Danbury (2) |
|
CT |
|
Macerich JV |
|
|
88,000 |
|
|
|
24,700 |
|
|
|
63,300 |
|
|
100.0% |
|
12 |
|
Primark, Target |
Freehold Raceway Mall |
|
Freehold |
|
NJ |
|
Macerich JV |
|
|
68,800 |
|
|
|
32,700 |
|
|
|
- |
|
|
47.5% |
|
10 |
|
Primark, Bob's Discount Furniture |
Washington Square Mall |
|
Portland |
|
OR |
|
Macerich JV |
|
|
114,300 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
4 |
|
n/a |
Total |
|
|
|
|
|
|
|
|
480,200 |
|
|
|
62,400 |
|
|
|
63,300 |
|
|
26.2% |
|
56 |
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
Total |
|
|
Leased |
|
|
SNO |
|
|
|
|
Land |
|
|
|||
Property Address |
|
City |
|
State |
|
Joint Venture |
|
GLA (1) |
|
|
SF (1) |
|
|
SF (1) |
|
|
Leased (1) |
|
Acres |
|
Significant Tenants (1) |
|||
12625 North Interstate Highway 35 |
|
Austin |
|
TX |
|
RD Development JV |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
11 |
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Based on signed leases as of March 31, 2023; GLA presented at the Company’s proportional share
(2) Indicates assets that are put right eligible as of May 9, 2023
15
Non-core Properties
Consolidated Properties
|
|
|
|
|
|
Total |
|
|
Leased |
|
|
SNO |
|
|
|
|
Land |
|
|
|
||||
Property Address |
|
City |
|
State |
|
GLA (1) |
|
|
SF (1) |
|
|
SF (1) |
|
|
Leased (1) |
|
Acres |
|
|
Significant Tenants (1) |
||||
3930 McCain Boulevard |
|
North Little Rock |
|
AR |
|
|
177,300 |
|
|
|
13,000 |
|
|
|
- |
|
|
7.3% |
|
|
15 |
|
|
Aspen Dental, Longhorn Steakhouse |
3150 South 4th Avenue |
|
Yuma |
|
AZ |
|
|
90,100 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
|
15 |
|
|
n/a |
3751 South Dogwood Road |
|
El Centro |
|
CA |
|
|
9,700 |
|
|
|
9,700 |
|
|
|
- |
|
|
100.0% |
|
|
1 |
|
|
n/a |
1011 West Olive Avenue |
|
Merced (3) |
|
CA |
|
|
92,700 |
|
|
|
- |
|
|
|
5,300 |
|
|
5.7% |
|
|
9 |
|
|
Chilis |
1400 East 104th Avenue |
|
Thornton |
|
CO |
|
|
193,700 |
|
|
|
61,700 |
|
|
|
- |
|
|
31.9% |
|
|
23 |
|
|
Vasa Fitness |
1625 Northwest 107th Avenue |
|
Doral |
|
FL |
|
|
195,600 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
|
13 |
|
|
n/a |
733 North Highway 231 |
|
Panama City |
|
FL |
|
|
134,300 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
|
15 |
|
|
n/a |
7171 North Davis Highway |
|
Pensacola |
|
FL |
|
|
7,900 |
|
|
|
7,900 |
|
|
|
- |
|
|
100.0% |
|
|
14 |
|
|
Bubba's 33 |
4600 1st Avenue Northeast |
|
Cedar Rapids |
|
IA |
|
|
146,300 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
|
12 |
|
|
n/a |
5050 South Kedzie Avenue |
|
Chicago (2) |
|
IL |
|
|
175,900 |
|
|
|
17,200 |
|
|
|
- |
|
|
9.8% |
|
|
9 |
|
|
Chuck E Cheese |
3231 Chicago Road |
|
Steger |
|
IL |
|
|
101,700 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
|
3 |
|
|
n/a |
4000 Meadows Lane |
|
Las Vegas |
|
NV |
|
|
132,600 |
|
|
|
42,500 |
|
|
|
- |
|
|
32.1% |
|
|
11 |
|
|
Round One Entertainment |
5400 Meadowood Mall Circle |
|
Reno |
|
NV |
|
|
174,900 |
|
|
|
59,300 |
|
|
|
- |
|
|
33.9% |
|
|
3 |
|
|
Round One Entertainment, 4 Wheel Parts |
317 Greece Ridge Center Drive |
|
Rochester |
|
NY |
|
|
139,600 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
|
14 |
|
|
n/a |
2700 Miamisburg Centerville Road |
|
Dayton |
|
OH |
|
|
13,400 |
|
|
|
13,400 |
|
|
|
- |
|
|
100.0% |
|
|
5 |
|
|
Outback Steakhouse, Hook & Reel |
4400 South Western Avenue |
|
Oklahoma City |
|
OK |
|
|
147,500 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
|
14 |
|
|
Vasa Fitness |
1675 West 49th Street |
|
Hialeah |
|
FL |
|
|
153,200 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
|
15 |
|
|
n/a |
4000 North Shepherd |
|
Houston |
|
TX |
|
|
201,600 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
|
12 |
|
|
n/a |
8000 West Broward Boulevard |
|
Plantation |
|
FL |
|
|
204,100 |
|
|
|
- |
|
|
|
49,800 |
|
|
24.4% |
|
|
18 |
|
|
GameTime |
15700 Emerald Way |
|
Bowie |
|
MD |
|
|
126,400 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
|
11 |
|
|
n/a |
425 Rice Street |
|
St. Paul (2) |
|
MN |
|
|
201,900 |
|
|
|
100 |
|
|
|
- |
|
|
0.0% |
|
|
17 |
|
|
n/a |
1180 Southeast 82nd Avenue |
|
Happy Valley |
|
OR |
|
|
139,800 |
|
|
|
45,000 |
|
|
|
- |
|
|
32.2% |
|
|
12 |
|
|
Dick's Sporting Goods |
6515 East Southern Avenue |
|
Mesa |
|
AZ |
|
|
136,000 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
|
5 |
|
|
n/a |
7611 West Thomas Road |
|
Phoenix |
|
AZ |
|
|
144,500 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
|
5 |
|
|
n/a |
6950 West 130th Street |
|
Middleburg Heights |
|
OH |
|
|
369,500 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
|
19 |
|
|
n/a |
7875 Johnnycake Ridge Road |
|
Mentor |
|
OH |
|
|
215,300 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
|
20 |
|
|
n/a |
2800 North Germantown Parkway |
|
Cordova (2) |
|
TN |
|
|
160,600 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
|
12 |
|
|
n/a |
100 Inland Center |
|
San Bernardino |
|
CA |
|
|
264,700 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
|
20 |
|
|
n/a |
850 Hartford Turnpike |
|
Waterford |
|
CT |
|
|
149,200 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
|
11 |
|
|
n/a |
4125 Cleveland Avenue |
|
Ft. Myers |
|
FL |
|
|
146,800 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
|
12 |
|
|
n/a |
3800 US Highway 98 North |
|
Lakeland |
|
FL |
|
|
156,200 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
|
12 |
|
|
n/a |
14250 Buck Hill Road |
|
Burnsville |
|
MN |
|
|
167,300 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
|
15 |
|
|
n/a |
3001 White Bear Avenue North |
|
Maplewood |
|
MN |
|
|
175,000 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
|
14 |
|
|
n/a |
3207 Solomons Island Road |
|
Edgewater |
|
MD |
|
|
122,000 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
|
14 |
|
|
n/a |
Total |
|
|
|
|
|
|
5,167,300 |
|
|
|
269,800 |
|
|
|
55,100 |
|
|
6.3% |
|
|
418 |
|
|
|
(1) Based on signed leases as of March 31, 2023; GLA presented at the Company’s proportional share
(2) Indicates assets that have been sold subsequent to March 31, 2023
(3) Indicates assets with a partial sale subsequent to March 31, 2023
16
Sold Properties through March 31, 2023
|
|
|
|
|
|
|
|
Total |
|
|
In-Place |
|
|
SNO |
|
|
|
|
2023 Qtr |
|
|||
Property Address |
|
City |
|
State |
|
Full / Partial Sale |
|
SF (1) |
|
|
SF (1) |
|
|
SF (1) |
|
|
Leased (1) |
|
Sold |
|
|||
2 Orland Square Drive |
|
Orland Park |
|
IL |
|
Full Site |
|
|
202,800 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
Q1 |
|
4000 Jericho Turnpike |
|
East Northport |
|
NY |
|
Full Site |
|
|
179,800 |
|
|
|
167,600 |
|
|
|
- |
|
|
93.2% |
|
Q1 |
|
12025 North 32nd Street |
|
Phoenix |
|
AZ |
|
Full Site |
|
|
151,200 |
|
|
|
151,200 |
|
|
|
- |
|
|
100.0% |
|
Q1 |
|
2860 South Highland Avenue |
|
Lombard |
|
IL |
|
Full Site |
|
|
139,300 |
|
|
|
139,300 |
|
|
|
- |
|
|
100.0% |
|
Q1 |
|
7503 West Cermak Road |
|
North Riverside |
|
IL |
|
Full Site |
|
|
214,700 |
|
|
|
163,900 |
|
|
|
19,700 |
|
|
85.5% |
|
Q1 |
|
2500 Wabash Avenue |
|
Springfield |
|
IL |
|
Full Site |
|
|
119,400 |
|
|
|
108,000 |
|
|
|
11,400 |
|
|
100.0% |
|
Q1 |
|
4201 Coldwater Road |
|
Ft. Wayne |
|
IN |
|
Full Site |
|
|
84,100 |
|
|
|
76,700 |
|
|
|
6,200 |
|
|
98.6% |
|
Q1 |
|
101 West Lincoln Highway |
|
Merrillville |
|
IN |
|
Full Site |
|
|
171,300 |
|
|
|
163,000 |
|
|
|
1,600 |
|
|
96.1% |
|
Q1 |
|
4700 2nd Avenue |
|
Kearney |
|
NE |
|
Full Site |
|
|
64,900 |
|
|
|
64,900 |
|
|
|
- |
|
|
100.0% |
|
Q1 |
|
4100 Belden Village Avenue Northwest |
|
Canton |
|
OH |
|
Full Site |
|
|
192,300 |
|
|
|
128,300 |
|
|
|
10,000 |
|
|
71.9% |
|
Q1 |
|
4570 Poplar Avenue |
|
Memphis |
|
TN |
|
Full Site |
|
|
116,000 |
|
|
|
101,200 |
|
|
|
8,800 |
|
|
94.8% |
|
Q1 |
|
12625 North Interstate Highway 35 |
|
Austin |
|
TX |
|
Full Site |
|
|
52,700 |
|
|
|
45,000 |
|
|
|
- |
|
|
85.4% |
|
Q1 |
|
9484 Dyer Street |
|
El Paso |
|
TX |
|
Full Site |
|
|
107,800 |
|
|
|
99,100 |
|
|
|
- |
|
|
91.9% |
|
Q1 |
|
12605 North Gessner Road |
|
Houston |
|
TX |
|
Full Site |
|
|
134,000 |
|
|
|
134,000 |
|
|
|
- |
|
|
100.0% |
|
Q1 |
|
201 Central Park Mall |
|
San Antonio |
|
TX |
|
Full Site |
|
|
164,600 |
|
|
|
158,200 |
|
|
|
- |
|
|
96.1% |
|
Q1 |
|
5200 South 76th Street |
|
Greendale |
|
WI |
|
Full Site |
|
|
217,600 |
|
|
|
133,700 |
|
|
|
- |
|
|
61.4% |
|
Q1 |
|
53 West Towne Mall |
|
Madison |
|
WI |
|
Full Site |
|
|
110,600 |
|
|
|
110,600 |
|
|
|
- |
|
|
100.0% |
|
Q1 |
|
2501 Irving Mall |
|
Irving |
|
TX |
|
Partial Site |
|
|
94,865 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
Q1 |
|
2010 North Main Street |
|
Layton |
|
UT |
|
Full Site |
|
|
82,700 |
|
|
|
67,500 |
|
|
|
- |
|
|
81.6% |
|
Q1 |
|
7801 Rivers Avenue |
|
Charleston |
|
SC |
|
Full Site |
|
|
106,200 |
|
|
|
52,900 |
|
|
|
- |
|
|
49.8% |
|
Q1 |
|
1209 Plaza Drive |
|
West Covina - Retail |
|
CA |
|
Full Site |
|
|
11,000 |
|
|
|
11,000 |
|
|
|
- |
|
|
100.0% |
|
Q1 |
|
1209 Plaza Drive |
|
West Covina - Resi |
|
CA |
|
Full Site |
|
|
11,000 |
|
|
|
11,000 |
|
|
|
- |
|
|
100.0% |
|
Q1 |
|
2501 Irving Mall |
|
Irving |
|
TX |
|
Partial Site |
|
|
4,992 |
|
|
|
4,992 |
|
|
|
- |
|
|
100.0% |
|
Q1 |
|
2501 Irving Mall |
|
Irving |
|
TX |
|
Partial Site |
|
|
7,500 |
|
|
|
7,500 |
|
|
|
- |
|
|
100.0% |
|
Q1 |
|
3636 North Blackstone Avenue |
|
Fresno |
|
CA |
|
Full Site |
|
|
201,800 |
|
|
|
43,400 |
|
|
|
- |
|
|
21.5% |
|
Q1 |
|
6301 Northwest Loop 410 |
|
Ingram |
|
TX |
|
Full Site |
|
|
169,900 |
|
|
|
- |
|
|
|
- |
|
|
0.0% |
|
Q1 |
|
600 Lee Boulevard |
|
Yorktown Heights |
|
NY |
|
Full Site |
|
|
153,200 |
|
|
|
38,500 |
|
|
|
- |
|
|
25.1% |
|
Q1 |
|
Total |
|
|
|
|
|
|
|
|
3,266,257 |
|
|
|
2,181,492 |
|
|
|
57,700 |
|
|
68.6% |
|
|
|
(1) Based on signed leases as of March 31, 2023; GLA presented at the Company’s proportional share
17
REA Status by Sites and Category
|
|
No / Expired REA |
|
|
Expires in <5 years |
|
|
Expires in >5 years |
|
|
Total |
|
||||
MT Retail |
|
|
3 |
|
|
|
- |
|
|
|
10 |
|
|
|
13 |
|
Premier Mixed-use |
|
|
6 |
|
|
|
1 |
|
|
|
1 |
|
|
|
8 |
|
Joint Venture (Residential) |
|
|
3 |
|
|
|
- |
|
|
|
- |
|
|
|
3 |
|
Joint Venture (Mall REIT) |
|
|
1 |
|
|
|
- |
|
|
|
11 |
|
|
|
12 |
|
Joint Venture )(Other |
|
|
- |
|
|
|
- |
|
|
|
1 |
|
|
|
1 |
|
Sell |
|
|
9 |
|
|
|
3 |
|
|
|
23 |
|
|
|
35 |
|
Total |
|
|
22 |
|
|
|
4 |
|
|
|
46 |
|
|
|
72 |
|
% of Total |
|
|
31 |
% |
|
|
6 |
% |
|
|
64 |
% |
|
|
100 |
% |
18
Non-GAAP Financial Measures
The Company makes reference to NOI and Total NOI which are financial measures that include adjustments to accounting principles generally accepted in the United States (“GAAP”).
Neither of NOI or Total NOI 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 (“NOI”) and Total NOI
NOI is defined as income from property operations less property operating expenses. Other real estate companies may use different methodologies for calculating NOI, and accordingly the Company’s depiction of NOI may not be comparable to other real estate companies. 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 NOI and 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.
19