8-K
Seaport Entertainment Group Inc. (SEG)
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 12, 2025
SEAPORT ENTERTAINMENT GROUP INC.
(Exact name of registrant as specified in charter)
| | | |
|---|---|---|
| Delaware | 001-42113 | 99-0947924 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | | Identification No.) |
| | |
|---|---|
| 199 Water Street , 28th Floor | 10038 |
| New York , NY | (Zip code) |
| (Address of principal executive offices) | |
Registrant’s telephone number, including area code: (212) 732-8257
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| | | | | |
|---|---|---|---|---|
| Title of each class | Trading symbol | Name of each exchange on which registered | ||
| Common stock, par value $0.01 per share | | SEG | | NYSE American LLC |
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 2.02Results of Operations and Financial Condition.
On May 12, 2025, Seaport Entertainment Group Inc. (the “Company” or “we”) issued an earnings press release relating to the Company’s financial results for the quarter ended March 31, 2025, and on May 13, 2025, the Company issued a related supplemental disclosure package. The press release and supplemental disclosure package are attached hereto as Exhibit 99.1 and 99.2, respectively, and are incorporated by reference herein.
The information in Item 2.02 of this Current Report, including Exhibit 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless it is specifically incorporated by reference therein.
Item 9.01Financial Statements and Exhibits.
| (d) | Exhibits |
|---|
| | | |
|---|---|---|
| Exhibit No. | Description | |
| 99.1 | | Earnings Press Release, dated May 12, 2025 |
| 99.2 | | Supplemental Disclosure Package |
| 104 | | Cover Page Interactive Data File (the cover page tags are embedded within the 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.
| | | |
|---|---|---|
| Dated: May 13, 2025 | SEAPORT ENTERTAINMENT GROUP INC. | |
| | | |
| | By: | /s/ Lucy Fato |
| | Name: | Lucy Fato |
| | Title: | EVP, General Counsel & Corporate Secretary |
Exhibit 99.1
SEAPORT ENTERTAINMENT GROUP REPORTS FIRST QUARTER 2025 RESULTS
NEW YORK, NY, May 12, 2025 – Seaport Entertainment Group Inc. (NYSE American: SEG) (“Seaport Entertainment Group,” “SEG”, “we,” “our," or the “Company”) announced today its operating and financial results for the quarter ended March 31, 2025.
“We had a productive start to the year, successfully internalizing our food and beverage operations, advancing programming across the Seaport, and positioning our businesses and partners for a successful launch into an active peak spring and summer season,” said Anton Nikodemus, Chairman, President and Chief Executive Officer of Seaport Entertainment Group. “In recent weeks, we celebrated the grand opening of GITANO NYC, kicked off the 2025 concert season on The Rooftop at Pier 17 with back-to-back sellouts, and watched the Las Vegas Aviators emerge as the first-place team in the MiLB Triple-A Pacific Coast League. Building on this strong momentum, we are well-positioned to capitalize on operational improvements, drive profitability, and further reduce cash burn.”
Select First Quarter 2025 Results
| ◾ | Net Loss of ($31.9) million, or ($2.51) per basic and diluted share attributable to common stockholders. |
|---|---|
| ◾ | Non-GAAP Adjusted Net Loss Attributable to Common Stockholders of ($22.8) million, or ($1.79) per basic and diluted share. |
| --- | --- |
| ◾ | Hired and onboarded employees of Creative Culinary Management Company LLC (“CCMC”), an indirect wholly owned subsidiary of Jean-Georges Restaurants, and entered into a shared services agreement with CCMC as the Company’s initial step to internalize food and beverage operations at most of its wholly owned and joint venture-owned restaurants at the Seaport. |
| --- | --- |
| ◾ | Signed a 74,497 square foot long-term lease with industry-leading immersive art and interactive experience creator Meow Wolf to bring its artistic blend of storytelling, technology and creative exploration to Pier 17. |
| --- | --- |
| ◾ | Announced the Seaport neighborhood as the host location for the New York City Wine & Food Festival in October 2025 with Chef Jean-Georges Vongerichten serving as Culinary Host for the event. |
| --- | --- |
| ◾ | Disclosed plans to develop approximately 17,500 square feet of purpose-built meeting and event space on the fourth floor of Pier 17, with capacity for up to 800 guests and sweeping panoramic views of the Brooklyn Bridge, East River, and the Brooklyn skyline. |
| --- | --- |
Quarterly Results
The table below provides a summary of the Company’s unaudited consolidated and combined operating and financial results for the three months ended March 31, 2025 and March 31, 2024:
| | For the Three Months Ended March 31, 2025 | **** | For the Three Months Ended March 31, 2024 | **** | Variance <br>to Comparable <br>Period in Prior Year | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Total revenues^1^ | | $ | 16,069 | | $ | 14,511 | | $ | 1,558 | 10.7% |
| | | | | | | | | | | |
| Net loss | | $ | (31,538) | | $ | (44,078) | | $ | 12,540 | 28.4% |
| Net loss attributable to common stockholders | | $ | (31,888) | | $ | (44,078) | | $ | 12,190 | 27.7% |
| Net loss attributable to common stockholders per share | | $ | (2.51) | | $ | (7.98) | | $ | 5.47 | 68.5% |
| | | | | | | | | | | |
| Non-GAAP Adjusted Net Loss Attributable <br>to Common Stockholders^2^ | | $ | (22,758) | | $ | (34,644) | | $ | 11,886 | 34.3% |
| Non-GAAP Adjusted Net Loss Attributable <br>to Common Stockholders Per Share^2^ | | $ | (1.79) | | $ | (6.27) | | $ | 4.48 | 71.4% |
Note: $ in thousands, except per share data.
| ^1^ | Period-over-period total revenues comparability was impacted by the consolidation of the Tin Building by Jean-Georges as of January 1, 2025. In 2024, the Tin Building by Jean-Georges was an unconsolidated joint venture accounted for under the equity method in equity in earnings (losses) from unconsolidated ventures within our Statements of Operations. |
|---|---|
| ^2^ | See the “Non-GAAP Financial Measures” section and tables at the end of this press release for a discussion and reconciliation of net loss attributable to the common stockholders to non-GAAP financial measures, including Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders Per Share. |
| --- | --- |
Balance Sheet
As of March 31, 2025, the Company had $132.0 million in cash, cash equivalents and restricted cash and $102.4 million of consolidated debt outstanding at an effective weighted-average interest rate of 7.3%. As of March 31, 2025, 40% of consolidated debt was fixed at a weighted-average interest rate of 4.9% and the remaining 60% of the Company’s consolidated debt was floating at a weighted-average interest rate of 11.3% before the effects of the Company’s total return swap, which reduces the effective rate of the floating rate debt to 8.8%. Additionally, 100% of the Company’s outstanding debt is asset-specific, secured debt, and the weighted-average maturity of the Company’s consolidated debt is approximately 8.0 years. The Company has no meaningful debt maturities until Q3 2029.
Investor Conference Call and Webcast
The Company will host a conference call to present its first quarter 2025 results on Tuesday, May 13, 2025, at 8:30 AM ET. During the call Chairman, President and CEO Anton Nikodemus and CFO Matt Partridge will address questions e‐mailed in advance by investors to: ir@seaportentertainment.com.
An audio webcast of the conference call will be available through the “Investors” section of the Company’s website at www.seaportentertainment.com. Please log in ten minutes prior to the scheduled start time to register. A replay of the audio webcast will be available on the Company’s website shortly after the conclusion of the call until May 27, 2025.
To dial into the Telephone Conference Call:
Domestic: 1-877-407-3982
International: 1-201-493-6780
Conference Call Playback:
Domestic: 1-844-512-2921
International: 1-412-317-6671
Passcode: 13753311
About Seaport Entertainment Group
Seaport Entertainment Group (NYSE American: SEG) is a premier entertainment and hospitality company formed to own, operate, and develop a unique collection of assets positioned at the intersection of entertainment and real estate. Seaport Entertainment Group’s focus is to deliver unparalleled experiences through a combination of restaurant, entertainment, sports, retail and hospitality offerings integrated into one-of-a-kind real estate that redefine entertainment and hospitality. For more information, please visit www.seaportentertainment.com.
Safe Harbor and Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include, but are not limited to, statements concerning the Company’s plans, goals, objectives, outlook, expectations, and intentions. Forward-looking statements are based on the Company’s current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause the Company’s results to differ materially from current expectations include, but are not limited to: risks related to our recent separation from, and relationship with, Howard Hughes; risks related to macroeconomic conditions; risks related to the impact of tariffs and global trade disruptions on us and our tenants, including the impact on inflation, interest rates, supply chains and consumer sentiment and spending; changes in discretionary consumer spending patterns or consumer tastes or preferences; risks associated with the Company’s investments in real estate assets and trends in the real estate industry; the Company’s ability to obtain operating and development capital on favorable terms, or at all; the availability of debt and equity capital; the Company’s ability to renew its leases or re-lease available space; the Company’s ability to compete effectively; the Company’s ability to successfully identify, acquire, develop, and manage properties on terms that are favorable to it; the impact of uncertainty around, and disruptions to, the Company’s supply chain; risks related to the concentration of the Company’s properties and operations in Manhattan and the Las Vegas area; extreme weather conditions or climate change that may cause property damage or interrupt business; the impact of water and electricity shortages on the Company’s business; the contamination of the Company’s properties by hazardous or toxic substances; catastrophic events or geopolitical conditions that may disrupt the Company’s business; actual or threatened terrorist activity and other acts of violence, or the perception of a heightened threat of such events; losses that are not insured or that excess the applicable insurance limits; risks related to the disruption or failure of information technology networks and related systems – both ours and those operated and managed by third parties; regulatory and legal requirements applicable to our assets; the Company’s ability to attract and retain key personnel; the Company’s inability to control certain properties due to the joint ownership of such property and inability to successfully attract desirable strategic partners, including joint venture partners; risks related to the concentration of ownership of our common stock by Pershing Square; and the other factors detailed in the Company’s filings with the Securities and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date of this press release. The Company is under no obligation to publicly update or revise and forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Non-GAAP Financial Measures
Our reported results are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We also disclose Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders Per Share, each of which are non-GAAP financial
measures. We believe these non-GAAP financial measures are useful to investors because they provide a meaningful supplement of the Company’s operating performance and period-over-period changes without regard to certain potential distortions or certain non-cash items.
Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders Per Share do not represent cash generated from operating activities and are not necessarily indicative of cash available to fund cash requirements. Accordingly, they should not be considered alternatives to net income as a performance measure or cash flows from operating activities as reported on our statement of cash flows as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures.
To derive Non-GAAP Adjusted Net Loss Attributable to Common Stockholders, GAAP net income (loss) attributable to common stockholders is adjusted to exclude depreciation and amortization, as well as gains and losses from the sale of assets, gains or losses on extinguishment of debt, and provision for impairment, and these adjustments include the pro rata share of such adjustments of unconsolidated subsidiaries. Additionally, adjustments are made for non-cash revenues and expenses such as straight-line rental revenue and expenses, amortization of above- and below-market lease related intangibles, and non-cash compensation; other non-recurring items such as termination fees and legal settlements; and certain capitalized items such as capitalized interest. Please see the reconciliation table provided in this press release for a reconciliation of Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders Per Share to the most directly comparable GAAP measures of net income (loss).
Availability of Information on SEG’s Website and Social Media Channels
Investors and others should note that SEG routinely announces material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts and the SEG Investor Relations website. The Company uses these channels as well as social media channels (e.g., LinkedIn www.linkedin.com/company/new-york-seaportentertainment) as a means of disclosing information about the Company's business to our customers, employees, investors, and the public. While not all of the information that the Company posts to the SEG Investor Relations website or on the Company's social media channels is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media, and others interested in SEG to review the information that it shares through its website and on the Company's social media channels. Users may automatically receive email alerts and other information about the Company when enrolling an email address by visiting "Email Alerts" in the "Resources" section of the SEG Investor Relations website at https://ir.seaportentertainment.com/resources/email-alerts. The contents of these websites are not incorporated by reference into this press release or any report or document SEG files with the SEC, and any references to the websites are intended to be inactive textual references only.
Contacts:
Investor Relations:
Seaport Entertainment Group Inc.
T: (212) 732-8257
ir@seaportentertainment.com
Media Relations:
The Door
theseaport@thedooronline.com
Seaport Entertainment Group
Consolidated Balance Sheets
(in thousands, except par value amounts)
| | **** | (Unaudited) | **** | | ||
|---|---|---|---|---|---|---|
| | | March 31, 2025 | | December 31, 2024 | ||
| ASSETS | | | ||||
| Buildings and equipment | | $ | 539,360 | | $ | 522,667 |
| Less: accumulated depreciation | | (214,956) | | (215,484) | ||
| Land | | 9,497 | | 9,497 | ||
| Developments | | 145,168 | | 146,461 | ||
| Net investment in real estate | | 479,069 | | 463,141 | ||
| Investments in unconsolidated ventures | | 19,461 | | 28,326 | ||
| Cash and cash equivalents | | 129,921 | | 165,667 | ||
| Restricted cash | | 2,079 | | 2,178 | ||
| Accounts receivable, net | | 11,336 | | 5,246 | ||
| Deferred expenses, net | | 4,410 | | 4,515 | ||
| Operating lease right-of-use assets, net | | 38,078 | | 38,682 | ||
| Other assets, net | | 34,060 | | 35,801 | ||
| Total assets | | $ | 718,414 | | $ | 743,556 |
| | | | | | | |
| LIABILITIES | | | ||||
| Mortgages payable, net | | $ | 101,605 | | $ | 101,593 |
| Operating lease obligations | | 47,308 | | 47,470 | ||
| Accounts payable and other liabilities | | 28,442 | | 23,111 | ||
| Total liabilities | | **** | 177,355 | | **** | 172,174 |
| Commitments and Contingencies | | — | | — | ||
| EQUITY | | | | |||
| Preferred stock, $0.01 par value, 20,000 shares authorized, none issued or outstanding | | | — | | | — |
| Common stock, $0.01 par value, 480,000 shares authorized, 12,699 issued and outstanding as of March 31, 2025, and 12,708 issued and outstanding issued or outstanding as of December 31, 2024 | | | 127 | | | 127 |
| Additional paid in capital | | | 614,580 | | | 613,015 |
| Accumulated deficit | | (83,548) | | (51,660) | ||
| Total Stockholders' equity | | **** | 531,159 | | 561,482 | |
| Noncontrolling interest in subsidiary | | | 9,900 | | | 9,900 |
| Total equity | | | 541,059 | | | 571,382 |
| Total liabilities and equity | | $ | 718,414 | | $ | 743,556 |
Seaport Entertainment Group
Consolidated and Combined Statements of Operations
(in thousands, except per share amounts)
(Unaudited)
| | | Three months ended March 31, | |||||||
|---|---|---|---|---|---|---|---|---|---|
| | 2025 | 2024 | |||||||
| REVENUES | | | | | | | |||
| Hospitality revenue | | $ | 7,735 | | $ | 4,077 | |||
| Entertainment revenue | | 4,209 | | 3,564 | |||||
| Rental revenue | | 3,789 | | 6,537 | |||||
| Other revenue | | 336 | | 333 | |||||
| Total revenues | | **** | 16,069 | | **** | 14,511 | |||
| | | | | | | | |||
| EXPENSES | | | |||||||
| Hospitality costs | | 15,742 | | 6,268 | |||||
| Entertainment costs | | 7,077 | | 6,381 | |||||
| Operating costs | | 8,079 | | 8,563 | |||||
| General and administrative | | 9,782 | | | 16,554 | ||||
| Depreciation and amortization | | 8,091 | | | 8,074 | ||||
| Total expenses | | **** | 48,771 | | **** | 45,840 | |||
| | | | | | | | |||
| OTHER | | | |||||||
| Other income, net | | — | | 8 | |||||
| Total other | | — | | 8 | |||||
| Operating loss | | **** | (32,702) | | **** | (31,321) | |||
| Interest income (expense) | | 994 | | (2,546) | |||||
| Equity in earnings (losses) from unconsolidated ventures | | 170 | | (10,211) | |||||
| Loss before income taxes | | (31,538) | | **** | (44,078) | ||||
| Income tax expense (benefit) | | — | | — | |||||
| Net loss | | | (31,538) | | | (44,078) | |||
| Preferred distributions to noncontrolling interest in subsidiary | | | (350) | | | — | |||
| Net loss attributable to common stockholders | | $ | (31,888) | | $ | (44,078) | |||
| | | | | | | | |||
| Total weighted average shares | | | | | | | |||
| Basic | | | 12,694 | | | 5,522 | |||
| Diluted | | | 12,694 | | | 5,522 | |||
| | | | | | | | |||
| Net loss per share attributable to common stockholders | | | | | | ||||
| Basic | | $ | (2.51) | | $ | (7.98) | |||
| Diluted | | $ | (2.51) | | $ | (7.98) |
Seaport Entertainment Group
Reconciliation of Net Loss to Non-GAAP Adjusted Net Loss Attributable to Common Stockholders
(in thousands, except per share amounts)
(Unaudited)
| | | Three months ended March 31, | ||||
|---|---|---|---|---|---|---|
| | 2025 | 2024 | ||||
| Net loss | | $ | (31,538) | | $ | (44,078) |
| Preferred distributions to noncontrolling interest in subsidiary | | | (350) | | | — |
| Net loss attributable to common stockholders | | | (31,888) | | | (44,078) |
| Adjustments: | | | | | | |
| Depreciation and amortization | | 8,098 | | 9,070 | ||
| Non-cash compensation | | 2,037 | | 658 | ||
| Straight line rent, net | | 655 | | 381 | ||
| Capitalized interest | | (1,660) | | (667) | ||
| Other income | | — | | (8) | ||
| **** Non-GAAP adjusted net loss attributable to common stockholders | | (22,758) | | (34,644) | ||
| | | | | | | |
| Total weighted average shares | | | | | | |
| Basic | | | 12,694 | | | 5,522 |
| Diluted | | | 12,694 | | | 5,522 |
| | | | | | | |
| Non-GAAP adjusted net loss per share attributable to common stockholders | ||||||
| Basic | | $ | (1.79) | | $ | (6.27) |
| Diluted | | $ | (1.79) | | $ | (6.27) |
Exhibit 99.2
| Q1 2025<br>SUPPLEMENTAL |
|---|
| Table of Contents<br>2<br>Q1 2025 Earnings Release p. 3<br>Capitalization p. 10<br>Debt Summary p. 11<br>Debt Maturities p. 12<br>Capital Investments p. 13<br>Portfolio Summary p. 14<br>Seaport NYC Detail p. 15<br>Seaport NYC Operating Statistics p. 16<br>Pro Forma Statement of Operations – Q1 2025 compared to Pro Forma Q1 2024 p. 17<br>Pro Forma Segment Adjusted EBITDA – Q1 2025 and Pro Forma Q1 2024 p. 18<br>Contact Information p. 21<br>Safe Harbor, Non-GAAP Financial Measures, and Key Terms and References p. 22 |
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| SEAPORT ENTERTAINMENT GROUP REPORTS FIRST QUARTER 2025 RESULTS<br>NEW YORK, NY, May 12, 2025 – Seaport Entertainment Group Inc. (NYSE American: SEG) (“Seaport Entertainment<br>Group,” “SEG”, “we,” “our," or the “Company”) announced today its operating and financial results for the quarter<br>ended March 31, 2025.<br>“We had a productive start to the year, successfully internalizing our food and beverage operations, advancing<br>programming across the Seaport, and positioning our businesses and partners for a successful launch into an<br>active peak spring and summer season,” said Anton Nikodemus, Chairman, President and Chief Executive Officer<br>of Seaport Entertainment Group. “In recent weeks, we celebrated the grand opening of GITANO NYC, kicked off the<br>2025 concert season on The Rooftop at Pier 17 with back-to-back sellouts, and watched the Las Vegas Aviators<br>emerge as the first-place team in the MiLB Triple-A Pacific Coast League. Building on this strong momentum, we<br>are well-positioned to capitalize on operational improvements, drive profitability, and further reduce cash burn.”<br>Select First Quarter 2025 Results<br>▪ Net Loss of ($31.9) million, or ($2.51) per basic and diluted share attributable to common stockholders.<br>▪ Non-GAAP Adjusted Net Loss Attributable to Common Stockholders of ($22.8) million, or ($1.79) per basic<br>and diluted share.<br>▪ Hired and onboarded employees of Creative Culinary Management Company LLC (“CCMC”), an indirect<br>wholly owned subsidiary of Jean-Georges Restaurants, and entered into a shared services agreement with<br>CCMC as the Company’s initial step to internalize food and beverage operations at most of its wholly<br>owned and joint venture-owned restaurants at the Seaport.<br>▪ Signed a 74,497 square foot long-term lease with industry-leading immersive art and interactive<br>experience creator Meow Wolf to bring its artistic blend of storytelling, technology and creative exploration<br>to Pier 17.<br>▪ Announced the Seaport neighborhood as the host location for the New York City Wine & Food Festival in<br>October 2025 with Chef Jean-Georges Vongerichten serving as Culinary Host for the event.<br>▪ Disclosed plans to develop approximately 17,500 square feet of purpose-built meeting and event space<br>on the fourth floor of Pier 17, with capacity for up to 800 guests and sweeping panoramic views of the<br>Brooklyn Bridge, East River, and the Brooklyn skyline.<br>Quarterly Results<br>The table below provides a summary of the Company’s unaudited consolidated and combined operating and<br>financial results for the three months ended March 31, 2025 and March 31, 2024:<br>For the Three<br>Months Ended<br>March 31, 2025<br>For the Three<br>Months Ended<br>March 31, 2024<br>Variance<br>to Comparable<br>Period in Prior Year<br>Total revenues1 $ 16,069 $ 14,511 $ 1,558 10.7%<br>Net loss $ (31,538) $ (44,078) $ 12,540 28.4%<br>Net loss attributable to common stockholders $ (31,888) $ (44,078) $ 12,190 27.7%<br>Net loss attributable to common stockholders per share $ (2.51) $ (7.98) $ 5.47 68.5% |
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| Non-GAAP Adjusted Net Loss Attributable<br>to Common Stockholders2<br>$ (22,758) $ (34,644) $ 11,886 34.3%<br>Non-GAAP Adjusted Net Loss Attributable<br>to Common Stockholders Per Share2<br>$ (1.79) $ (6.27) $ 4.48 71.4%<br>Note: $ in thousands, except per share data.<br>1 Period-over-period total revenues comparability was impacted by the consolidation of the Tin Building by Jean-Georges as of January 1, 2025. In 2024, the<br>Tin Building by Jean-Georges was an unconsolidated joint venture accounted for under the equity method in equity in earnings (losses) from<br>unconsolidated ventures within our Statements of Operations.<br>2 See the “Non-GAAP Financial Measures” section and tables at the end of this press release for a discussion and reconciliation of net loss attributable to<br>the common stockholders to non-GAAP financial measures, including Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP<br>Adjusted Net Loss Attributable to Common Stockholders Per Share.<br>Balance Sheet<br>As of March 31, 2025, the Company had $132.0 million in cash, cash equivalents and restricted cash and $102.4<br>million of consolidated debt outstanding at an effective weighted-average interest rate of 7.3%. As of March 31,<br>2025, 40% of consolidated debt was fixed at a weighted-average interest rate of 4.9% and the remaining 60% of<br>the Company’s consolidated debt was floating at a weighted-average interest rate of 11.3% before the effects of<br>the Company’s total return swap, which reduces the effective rate of the floating rate debt to 8.8%. Additionally,<br>100% of the Company’s outstanding debt is asset-specific, secured debt, and the weighted-average maturity of<br>the Company’s consolidated debt is approximately 8.0 years. The Company has no meaningful debt maturities<br>until Q3 2029.<br>Investor Conference Call and Webcast<br>The Company will host a conference call to present its first quarter 2025 results on Tuesday, May 13, 2025, at 8:30<br>AM ET. During the call Chairman, President and CEO Anton Nikodemus and CFO Matt Partridge will address<br>questions e‐mailed in advance by investors to: ir@seaportentertainment.com.<br>An audio webcast of the conference call will be available through the “Investors” section of the Company’s website<br>at www.seaportentertainment.com. Please log in ten minutes prior to the scheduled start time to register. A replay<br>of the audio webcast will be available on the Company’s website shortly after the conclusion of the call until May<br>27, 2025.<br>To dial into the Telephone Conference Call:<br>Domestic: 1-877-407-3982<br>International: 1-201-493-6780<br>Conference Call Playback:<br>Domestic: 1-844-512-2921<br>International: 1-412-317-6671<br>Passcode: 13753311<br>About Seaport Entertainment Group<br>Seaport Entertainment Group (NYSE American: SEG) is a premier entertainment and hospitality company formed<br>to own, operate, and develop a unique collection of assets positioned at the intersection of entertainment and real<br>estate. Seaport Entertainment Group’s focus is to deliver unparalleled experiences through a combination of<br>restaurant, entertainment, sports, retail and hospitality offerings integrated into one-of-a-kind real estate that<br>redefine entertainment and hospitality. For more information, please visit www.seaportentertainment.com. |
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| Safe Harbor and Forward-Looking Statements<br>This press release includes forward-looking statements within the meaning of the federal securities laws. Such<br>forward-looking statements include, but are not limited to, statements concerning the Company’s plans, goals,<br>objectives, outlook, expectations, and intentions. Forward-looking statements are based on the Company’s<br>current expectations and involve risks and uncertainties that could cause actual results to differ materially from<br>those expressed or implied in such forward-looking statements. Factors that could cause the Company’s results<br>to differ materially from current expectations include, but are not limited to: risks related to our recent separation<br>from, and relationship with, Howard Hughes; risks related to macroeconomic conditions; risks related to the<br>impact of tariffs and global trade disruptions on us and our tenants, including the impact on inflation, interest<br>rates, supply chains and consumer sentiment and spending; changes in discretionary consumer spending<br>patterns or consumer tastes or preferences; risks associated with the Company’s investments in real estate assets<br>and trends in the real estate industry; the Company’s ability to obtain operating and development capital on<br>favorable terms, or at all; the availability of debt and equity capital; the Company’s ability to renew its leases or re-lease available space; the Company’s ability to compete effectively; the Company’s ability to successfully identify,<br>acquire, develop, and manage properties on terms that are favorable to it; the impact of uncertainty around, and<br>disruptions to, the Company’s supply chain; risks related to the concentration of the Company’s properties and<br>operations in Manhattan and the Las Vegas area; extreme weather conditions or climate change that may cause<br>property damage or interrupt business; the impact of water and electricity shortages on the Company’s business;<br>the contamination of the Company’s properties by hazardous or toxic substances; catastrophic events or<br>geopolitical conditions that may disrupt the Company’s business; actual or threatened terrorist activity and other<br>acts of violence, or the perception of a heightened threat of such events; losses that are not insured or that excess<br>the applicable insurance limits; risks related to the disruption or failure of information technology networks and<br>related systems – both ours and those operated and managed by third parties; regulatory and legal requirements<br>applicable to our assets; the Company’s ability to attract and retain key personnel; the Company’s inability to<br>control certain properties due to the joint ownership of such property and inability to successfully attract desirable<br>strategic partners, including joint venture partners; risks related to the concentration of ownership of our common<br>stock by Pershing Square; and the other factors detailed in the Company’s filings with the Securities and Exchange<br>Commission (the “SEC”). Forward-looking statements speak only as of the date of this press release. The<br>Company is under no obligation to publicly update or revise and forward-looking statements, whether as a result<br>of new information, future events or otherwise, except as required by applicable law.<br>Non-GAAP Financial Measures<br>Our reported results are presented in accordance with accounting principles generally accepted in the United<br>States of America (“GAAP”). We also disclose Non-GAAP Adjusted Net Loss Attributable to Common Stockholders<br>and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders Per Share, each of which are non-GAAP<br>financial measures. We believe these non-GAAP financial measures are useful to investors because they provide<br>a meaningful supplement of the Company’s operating performance and period-over-period changes without<br>regard to certain potential distortions or certain non-cash items.<br>Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss<br>Attributable to Common Stockholders Per Share do not represent cash generated from operating activities and are<br>not necessarily indicative of cash available to fund cash requirements. Accordingly, they should not be considered<br>alternatives to net income as a performance measure or cash flows from operating activities as reported on our<br>statement of cash flows as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP<br>financial measures. |
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| To derive Non-GAAP Adjusted Net Loss Attributable to Common Stockholders, GAAP net income (loss) attributable<br>to common stockholders is adjusted to exclude depreciation and amortization, as well as gains and losses from<br>the sale of assets, gains or losses on extinguishment of debt, and provision for impairment, and these adjustments<br>include the pro rata share of such adjustments of unconsolidated subsidiaries. Additionally, adjustments are<br>made for non-cash revenues and expenses such as straight-line rental revenue and expenses, amortization of<br>above- and below-market lease related intangibles, and non-cash compensation; other non-recurring items such<br>as termination fees and legal settlements; and certain capitalized items such as capitalized interest. Please see<br>the reconciliation table provided in this press release for a reconciliation of Non-GAAP Adjusted Net Loss<br>Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders<br>Per Share to the most directly comparable GAAP measures of net income (loss).<br>Availability of Information on SEG’s Website and Social Media Channels<br>Investors and others should note that SEG routinely announces material information to investors and the<br>marketplace using SEC filings, press releases, public conference calls, webcasts and the SEG Investor Relations<br>website. The Company uses these channels as well as social media channels (e.g., LinkedIn<br>www.linkedin.com/company/new-york-seaportentertainment) as a means of disclosing information about the<br>Company's business to our customers, employees, investors, and the public. While not all of the information that<br>the Company posts to the SEG Investor Relations website or on the Company's social media channels is of a<br>material nature, some information could be deemed to be material. Accordingly, the Company encourages<br>investors, the media, and others interested in SEG to review the information that it shares through its website and<br>on the Company's social media channels. Users may automatically receive email alerts and other information<br>about the Company when enrolling an email address by visiting "Email Alerts" in the "Resources" section of the<br>SEG Investor Relations website at https://ir.seaportentertainment.com/resources/email-alerts. The contents of<br>these websites are not incorporated by reference into this press release or any report or document SEG files with<br>the SEC, and any references to the websites are intended to be inactive textual references only.<br>Contacts:<br>Investor Relations:<br>Seaport Entertainment Group Inc.<br>T: (212) 732-8257<br>ir@seaportentertainment.com<br>Media Relations:<br>The Door<br>theseaport@thedooronline.com |
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| Seaport Entertainment Group<br>Consolidated Balance Sheets<br>(in thousands, except par value amounts)<br> (Unaudited)<br>March<br>31, 2025<br>December<br>31, 2024<br>ASSETS<br>Buildings and equipment $ 539,360 $ 522,667<br> Less: accumulated depreciation (214,956) (215,484)<br> Land 9,497 9,497<br> Developments 145,168 146,461<br>Net investment in real estate 479,069 463,141<br>Investments in unconsolidated ventures 19,461 28,326<br>Cash and cash equivalents 129,921 165,667<br>Restricted cash 2,079 2,178<br>Accounts receivable, net 11,336 5,246<br>Deferred expenses, net 4,410 4,515<br>Operating lease right-of-use assets, net 38,078 38,682<br>Other assets, net 34,060 35,801<br> Total assets $ 718,414 $ 743,556<br>LIABILITIES<br>Mortgages payable, net $ 101,605 $ 101,593<br>Operating lease obligations 47,308 47,470<br>Accounts payable and other liabilities 28,442 23,111<br> Total liabilities 177,355 172,174<br>Commitments and Contingencies — —<br>EQUITY<br>Preferred stock, $0.01 par value, 20,000 shares authorized, none issued or outstanding — —<br>Common stock, $0.01 par value, 480,000 shares authorized, 12,699 issued and outstanding as of<br>March 31, 2025, and 12,708 issued and outstanding issued or outstanding as of December 31,<br>2024<br>127 127<br>Additional paid in capital 614,580 613,015<br>Accumulated deficit (83,548) (51,660)<br> Total Stockholders' equity 531,159 561,482<br>Noncontrolling interest in subsidiary 9,900 9,900<br> Total equity 541,059 571,382<br> Total liabilities and equity $ 718,414 $ 743,556 |
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| Seaport Entertainment Group<br>Consolidated and Combined Statements of Operations<br>(in thousands, except per share amounts)<br>(Unaudited)<br>Three months ended<br>March 31,<br>2025 2024<br>REVENUES<br> Hospitality revenue $ 7,735 $ 4,077<br> Entertainment revenue 4,209 3,564<br> Rental revenue 3,789 6,537<br> Other revenue 336 333<br> Total revenues 16,069 14,511<br>EXPENSES<br> Hospitality costs 15,742 6,268<br> Entertainment costs 7,077 6,381<br> Operating costs 8,079 8,563<br> General and administrative 9,782 16,554<br> Depreciation and amortization 8,091 8,074<br> Total expenses 48,771 45,840<br>OTHER<br> Other income, net — 8<br> Total other — 8<br>Operating loss (32,702) (31,321)<br>Interest income (expense) 994 (2,546)<br>Equity in earnings (losses) from unconsolidated ventures 170 (10,211)<br>Loss before income taxes (31,538) (44,078)<br>Income tax expense (benefit) — —<br>Net loss (31,538) (44,078)<br>Preferred distributions to noncontrolling interest in subsidiary (350) —<br>Net loss attributable to common stockholders $ (31,888) $ (44,078)<br>Total weighted average shares<br> Basic 12,694 5,522<br> Diluted 12,694 5,522<br>Net loss per share attributable to common stockholders<br> Basic $ (2.51) $ (7.98)<br> Diluted $ (2.51) $ (7.98) |
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| Seaport Entertainment Group<br>Reconciliation of Net Loss to Non-GAAP Adjusted<br>Net Loss Attributable to Common Stockholders<br>(in thousands, except per share amounts)<br>(Unaudited)<br>Three months ended<br>March 31,<br>2025 2024<br> Net loss $ (31,538) $ (44,078)<br> Preferred distributions to noncontrolling interest in subsidiary (350) —<br> Net loss attributable to common stockholders (31,888) (44,078)<br>Adjustments:<br> Depreciation and amortization 8,098 9,070<br> Non-cash compensation 2,037 658<br> Straight line rent, net 655 381<br> Capitalized interest (1,660) (667)<br> Other income — (8)<br> Non-GAAP adjusted net loss attributable to common stockholders (22,758) (34,644)<br>Total weighted average shares<br> Basic 12,694 5,522<br> Diluted 12,694 5,522<br>Non-GAAP adjusted net loss per share attributable to common stockholders<br> Basic $ (1.79) $ (6.27)<br> Diluted $ (1.79) $ (6.27) |
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| Common stock outstanding 12,699<br>Period ending common stock price $21.47<br>Common equity market capitalization $272,653<br>Series A Preferred Equity outstanding 10<br>Per share liquidation preference of Series A Preferred Equity $1,000.00<br>Liquidation preference of Series A Preferred Equity outstanding $10,000<br>Total debt outstanding $102,387<br>Total capitalization $385,040<br>Cash, restricted cash, and cash equivalents $132,000<br>Total enterprise value $253,040<br>Capitalization<br>10<br>Notes: As of March 31, 2025. $ and shares outstanding in<br>thousands, except per share data. |
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| Debt Summary<br>11<br>Debt Outstanding Face Value Maturity Date Interest Rate Type<br>250 Water Street loan $61,300 July 2029 7.0% + SOFR1 Floating<br>Las Vegas Ballpark loan 41,087 December 2038 4.9% Fixed<br>Total / Weighted Average $102,387 8.0 years<br>Fixed Rate vs. Variable Rate Debt Face Value % of Total<br>Fixed rate debt $41,087 40%<br>Variable rate debt 61,300 60%<br>Total / Weighted Average $102,387 100%<br>Leverage Metrics<br>Face value of debt outstanding $102,387<br>Cash, restricted cash, and cash equivalents (132,000)<br>Net debt ($29,613)<br>Total enterprise value $253,040<br>Net debt to total enterprise value (11.7%)<br>Total assets, less cash, restricted cash, and cash equivalents $586,414<br>Net debt to total assets, less cash, restricted cash, and cash equivalents (5.0%)<br>Notes: As of March 31, 2025. $ in thousands.<br>1 The Company has a total return swap with the lender in connection with its variable-rate debt. At March 31, 2025, the assumed rate of the indebtedness associated with the variable-rate debt<br>obligation is based on SOFR + 4.5%, which is the combination of the interest rates on two instruments: (i) the variable-rate debt obligation, pursuant to which the Company is obligated to pay<br>the lender an amount equal to SOFR + 7.0%, and (ii) the total return swap, pursuant to which the Company is entitled to receive 2.5% from the lender. The cash flows from this total return swap<br>do not vary based on any underlying variable and there is no net settlement. |
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| Debt Maturities<br>12<br>Year Face Value % of Debt Maturing<br>Cumulative %<br>of Debt Maturing<br>Weighted Average Effective<br>Interest Rate<br>2025 $ − − % − % − %<br>2026 − − % − % − %<br>2027 − − % − % − %<br>2028 − − % − % − %<br>2029 61,300 60% 60% 8.8%1<br>2030 − − % − % − %<br>↓ ↓ ↓ ↓ ↓<br>2038 41,087 40% 100% 4.9%<br>2039 − − % − % − %<br>2040 − − % − % − %<br>Total / Weighted Average $102,387 100% 100% 7.3%<br>Notes: As of March 31, 2025. $ in thousands.<br>1 The Company has a total return swap with the lender in connection with its variable-rate debt. At March 31, 2025, the assumed rate of the indebtedness associated with the variable-rate debt<br>obligation is based on SOFR + 4.5%, which is the combination of the interest rates on two instruments: (i) the variable-rate debt obligation, pursuant to which the Company is obligated to pay<br>the lender an amount equal to SOFR + 7.0%, and (ii) the total return swap, pursuant to which the Company is entitled to receive 2.5% from the lender. The cash flows from this total return swap<br>do not vary based on any underlying variable and there is no net settlement. |
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| Capital investments<br>13<br>Investment in Previously Occupied Space Q1 2025 Q2 2025 Q3 2025 Q4 2025 2025<br>Capital expenditures $1,384 $1,384<br>Tenant improvement allowance 258 258<br>Leasing commissions − −<br>Total $1,642 $1,642<br>Investment in Inherited Vacancy Q1 2025 Q2 2025 Q3 2025 Q4 2025 2025<br>Capital expenditures $105 $105<br>Tenant improvement allowance 5,308 5,308<br>Leasing commissions 5,850 5,850<br>Total $11,263 $11,263<br>Other Capital Investments Q1 2025 Q2 2025 Q3 2025 Q4 2025 2025<br>Property improvement/repositioning costs $1,436 $1,436<br>Development project costs 1,418 1,418<br>Maintenance capital investments 712 712<br>Total $3,566 $3,566<br>Total Capital investments Q1 2025 Q2 2025 Q3 2025 Q4 2025 2025<br>Capital expenditures $5,055 $5,055<br>Tenant improvement allowance 5,566 5,566<br>Leasing commissions 5,850 5,850<br>Total $16,471 $16,471<br>Notes: For the quarter ending March 31, 2025. $ in thousands. |
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| Portfolio Summary<br>14<br>Note: As of March 31, 2025.<br>1 Seaport Neighborhood includes the following buildings: Fulton Market Building, Schermerhorn Row, One Seaport Plaza, Museum Block, Seaport Translux, 117 Beekman, John Street Service<br>Building, 85 South Street, the Tin Building and 250 Water Street.<br>2<br>In addition to the existing square feet and units of the Seaport Neighborhood, 250 Water Street is zoned for 547,000 square feet of market rate and affordable housing, office, retail and<br>community-oriented gathering space.<br>Type<br>Rentable Square Feet/ Units/<br>Capacity/Ownership Interest<br>Seaport Neighborhood1,2 Mixed-Use<br>Music Venue<br>Culinary-Driven Food Market<br>Development Opportunity<br>Multifamily<br>490,000 Rentable Square Feet<br>3,500-Person Capacity Concert Venue<br>13 Restaurants, 3 Bars, Private Dining<br>547,000 Developable Square Feet<br>21 Multifamily Units<br>Las Vegas Ballpark Baseball Stadium 10,000-Person Capacity Stadium<br>Las Vegas Aviators Triple-A MiLB Team 100% Ownership<br>Jean-Georges Restaurants Restaurant Group 25% Ownership<br>Fashion Show Mall Air Rights Development Rights Ownership Interest in and to 80%<br>NYC<br>250 Water Street<br>85 South Street |
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| Seaport NYC Detail<br>15<br>Note: For the quarter ended March 31, 2025. $ in thousands. Any differences a result of rounding.<br>1 Square footage and leased or programmed occupancy for Pier 17 does not include The Rooftop at Pier 17 concert venue.<br>2 250 Water Street is zoned for 547,000 square feet of market rate and affordable housing, office, retail and community-oriented gathering space.<br>Asset<br>Notable<br>Tenants/Concepts Type<br>Leasable<br>Square Feet<br>In-Place<br>Occupancy<br>Leased/Programmed<br>Occupancy<br>One Seaport Plaza Black Gotham Experience Retail 24,518 10% 10%<br>Schermerhorn Row McNally Jackson, Fulton Stall Market, HIIT the<br>Deck Boxing, Made with Maum<br>Retail 28,808 78% 78%<br>Translux N/A Retail 9,470 − % − %<br>Museum Block EDC Mixed-Use 23,381 18% 18%<br>Fulton Market Building Lawn Club, IPIC, Alexander Wang Mixed-Use 114,999 100% 100%<br>John Street Service Building Cool Sips Retail 225 100% 100%<br>117 Beekman N/A Retail 3,609 − % − %<br>Total Cobblestones & Other 205,010 70% 70%<br>Pier 171<br>The Rooftop at Pier 17, GITANO NYC, ESPN,<br>The Fulton by Jean-Georges, Malibu Farm,<br>Carne Mare, Meow Wolf (Future Opening),<br>Meeting & Event Space (Future Opening)<br>Mixed-Use 225,615 52% 89%<br>85 South Street N/A Multifamily 5,522 + 21 units 100% 100%<br>Tin Building by Jean-Georges Jean-Georges Restaurants Retail 53,783 100% 100%<br>250 Water Street2 Development site Mixed-Use N/A N/A N/A<br>Total Seaport Neighborhood3<br>489,930 + 21 units 66% 83% |
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| Seaport NYC Operating Statistics<br>16<br>EBITDA Per Square Foot1 Q1 2025 Q2 2025 Q3 2025 Q4 2025 2025<br>Cobblestones & Other ($5.21) ($5.21)<br>Pier 17 ($28.52) ($28.52)<br>85 South Street ($0.47) ($0.47)<br>Tin Building by Jean-Georges ($106.99) ($106.99)<br>Total ($25.04) ($25.04)<br>Same-Store Change in Food & Beverage Revenue2 Q1 2025 Q2 2025 Q3 2025 Q4 2025 2025<br>Managed Restaurants 2.1% 2.1%<br>Tin Building by Jean-Georges (23.9%) (23.9%)<br>Total Same-Store Seaport NYC Hospitality (11.9%) (11.9%)<br>Total Change in Food & Beverage Revenue2 Q1 2025 Q2 2025 Q3 2025 Q4 2025 2025<br>Managed Restaurants 4.6% 4.6%<br>Tin Building by Jean-Georges (33.0%) (33.0%)<br>Total Seaport NYC Hospitality (16.2%) (16.2%)<br>Note: For the quarter ended March 31, 2025. $ in thousands. Any differences a result of rounding.<br>1 Total Seaport Neighborhood EBITDA Per Square Foot does not include the effects of the Company’s investment in Jean-Georges Restaurants or the Las Vegas Aviators/Las Vegas Ballpark.<br>2 Seaport NYC Hospitality Food & Beverage sales includes the effects of unconsolidated venues, including the Lawn Club, but does not include any impact from our investment in Jean-Georges<br>Restaurants. |
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| Pro Forma Statement of Operations<br>17<br>Q1 2025 Pro Forma Q1 20241<br>$ Change % Change<br>Hospitality revenue $7,735 $10,732 ($2,997) (27.9%)<br>Entertainment revenue 4,209 3,564 645 18.1%<br>Rental revenue 3,789 3,684 105 2.9%<br>Other revenue 336 333 3 0.9%<br>Total revenues 16,069 18,313 (2,244) (12.3%)<br>Hospitality costs 15,742 19,025 (3,283) (17.3%)<br>Entertainment costs 7,077 6,381 696 10.9%<br>Operating costs 8,079 8,563 (484) (5.7%)<br>General & administrative expense 9,782 16,554 (6,772) (40.9%)<br>Depreciation and amortization 8,091 8,722 (631) (7.2%)<br>Total expenses 48,771 59,245 (10,474) (17.7%)<br>Other income, net − 8 (8) (100.0%)<br>Total other − 8 (8) (100.0%)<br>Operating loss (32,702) (40,924) 8,222 20.1%<br>Interest income (expense) 994 (2,546) 3,450 139.0%<br>Equity in earnings (losses) from unconsolidated ventures 170 (608) 778 127.9%<br>Loss before income taxes (31,538) (44,078) 12,540 28.4%<br>Income tax expense (benefit) − − − − %<br>Net loss (31,538) (44,078) 12,540 28.4%<br>Preferred distributions to noncontrolling interest in subsidiary (350) − (350) (100.0%)<br>Net loss attributable to common stockholders ($31,888) ($44,078) $12,190 27.7%<br>Note: For the quarters ended March 31, 2025, and March 31, 2024. $ in thousands. Any differences a result of rounding.<br>1 Pro Forma Q1 2024 includes the financial results of the Tin Building by Jean-Georges as a consolidated operation to allow for comparable year-over-year variances in consideration of the Tin<br>Building by Jean-Georges being consolidated in 2025. |
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| Q1 2025 Pro Forma Segment Adjusted EBITDA<br>18<br>Hospitality Entertainment Landlord Operations Q1 2025<br>Total revenues $7,735 $4,209 $8,800 $20,744<br>Hospitality costs (20,428) − − (20,428)<br>Entertainment costs − (7,077) − (7,077)<br>Operating costs − − (8,079) (8,079)<br>Total operating expenses (20,428) (7,077) (8,079) (35,584)<br>Other income, net − − − −<br>Equity in earnings (losses) from unconsolidated ventures 170 − − 170<br>Segment Adjusted EBITDA (12,523) (2,868) 721 (14,670)<br>Intercompany eliminations 4,686 − (4,675) 11<br>Consolidated Segment Adjusted EBITDA ($7,837) ($2,868) ($3,954) ($14,659)<br>Depreciation and amortization (8,091)<br>Interest income (expense) 994<br>General and administrative expense (9,782)<br>Loss before income taxes (31,538)<br>Income tax benefit (expense) −<br>Net loss (31,538)<br>Preferred distributions to noncontrolling interest in subsidiary (350)<br>Net loss attributable to common stockholders ($31,888)<br>Note: For the quarter ended March 31, 2025. $ in thousands. Any differences a result of rounding. |
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| Q1 2024 Pro Forma Segment Adjusted EBITDA<br>19<br>Hospitality Entertainment Landlord Operations Pro Forma Q1 2024<br>Total revenues $10,732 $3,564 $8,417 $22,713<br>Hospitality costs (23,425) − − (23,425)<br>Entertainment costs − (6,381) − (6,381)<br>Operating costs − − (8,563) (8,563)<br>Total operating expenses (23,425) (6,381) (8,563) (38,369)<br>Other income, net 2 2 4 8<br>Equity in earnings (losses) from unconsolidated ventures (608) − − (608)<br>Segment Adjusted EBITDA (13,299) (2,815) (142) (16,256)<br>Intercompany eliminations 4,400 − (4,400) −<br>Consolidated Segment Adjusted EBITDA ($8,899) ($2,815) ($4,542) (16,256)<br>Depreciation and amortization (8,722)<br>Interest income (expense) (2,546)<br>General and administrative expense (16,554)<br>Loss before income taxes (44,078)<br>Income tax benefit (expense) −<br>Net loss (44,078)<br>Preferred distributions to noncontrolling interest in subsidiary −<br>Net loss attributable to common stockholders ($44,078)<br>Note: For the quarter ended March 31, 2024. $ in thousands. Any differences a result of rounding.<br>1 Pro Forma Q1 2024 includes the financial results of the Tin Building by Jean-Georges as a consolidated operation to allow for comparable year-over-year variances in consideration of the Tin<br>Building by Jean-Georges being consolidated in 2025. |
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| Pro Forma Segment Adjusted EBITDA YoY Change<br>20<br>Year-over-year Change Hospitality Entertainment Landlord Operations<br>Pro Forma<br>Q1 2025 vs. Q1 2024<br>Total revenues ($2,997) $645 $383 ($1,969)<br>Hospitality costs 2,997 − − 2,997<br>Entertainment costs − (696) − (696)<br>Operating costs − − 484 484<br>Total operating expenses 2,997 (696) 484 2,785<br>Other income, net (2) (2) (4) (8)<br>Equity in earnings (losses) from unconsolidated ventures 778 − − 778<br>Segment Adjusted EBITDA 776 (53) 863 1,586<br>Intercompany eliminations 286 − (275) 11<br>Consolidated Segment Adjusted EBITDA $1,062 ($53) $588 1,597<br>Depreciation and amortization 631<br>Interest income (expense) 3,540<br>General and administrative expense 6,772<br>Loss before income taxes 12,540<br>Income tax benefit (expense) −<br>Net loss 12,540<br>Preferred distributions to noncontrolling interest in subsidiary (350)<br>Net loss attributable to common stockholders $12,190<br>Note: For the quarter ended March 31, 2024. $ in thousands. Any differences a result of rounding.<br>1 Pro Forma Q1 2024 includes the financial results of the Tin Building by Jean-Georges as a consolidated operation to allow for comparable year-over-year variances in consideration of the Tin<br>Building by Jean-Georges being consolidated in 2025. |
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| Contact Information<br>21<br>Corporate Office<br>199 Water Street, 28th Floor<br>New York, NY 10038<br>Investor Relations<br>(212) 732-8257<br>ir@seaportentertainment.com<br>Transfer Agent<br>Computershare Trust Company, N.A.<br>(800) 368-5948<br>www.computershare.com<br>NYSE American<br>Ticket Symbol: SEG<br>www.seaportentertainment.com |
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| This presentation and accompanying statements contain forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical facts or relating<br>to present facts or current conditions included in this presentation are forward-looking statements. Forward-looking statements give Seaport Entertainment Group Inc.’s (“Seaport Entertainment,”<br>the “Company,” “we,” “us,” “our” and “SEG”) current expectations relating to its financial condition, results of operations, plans, objectives, future performance and business. You can identify<br>forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “may,” “could,” “seek,” “potential,” “likely,”<br>“believe,” “will,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “forecast,” “aim,” “objectives,” “target,” “transform,” “project,” “realize” or variations of these terms and similar expressions, or the<br>negative of these terms or similar expressions, although not all forward-looking statements contain these identifying words.<br>This presentation includes forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include, but are not limited to, statements concerning the<br>Company’s plans, goals, objectives, outlook, expectations, and intentions. Forward-looking statements are based on the Company’s current expectations and involve risks and uncertainties that<br>could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause the Company’s results to differ materially from current<br>expectations include, but are not limited to: risks related to our recent separation from, and relationship with, Howard Hughes; risks related to macroeconomic conditions; risks related to the impact<br>of tariffs and global trade disruptions on us and our tenants, including the impact on inflation, interest rates, supply chains and consumer sentiment and spending; changes in discretionary<br>consumer spending patterns or consumer tastes or preferences; risks associated with the Company’s investments in real estate assets and trends in the real estate industry; the Company’s ability<br>to obtain operating and development capital on favorable terms, or at all; the availability of debt and equity capital; the Company’s ability to renew its leases or re-lease available space; the<br>Company’s ability to compete effectively; the Company’s ability to successfully identify, acquire, develop, and manage properties on terms that are favorable to it; the impact of uncertainty around,<br>and disruptions to, the Company’s supply chain; risks related to the concentration of the Company’s properties and operations in Manhattan and the Las Vegas area; extreme weather conditions<br>or climate change that may cause property damage or interrupt business; the impact of water and electricity shortages on the Company’s business; the contamination of the Company’s properties<br>by hazardous or toxic substances; catastrophic events or geopolitical conditions that may disrupt the Company’s business; actual or threatened terrorist activity and other acts of violence, or the<br>perception of a heightened threat of such events; losses that are not insured or that excess the applicable insurance limits; risks related to the disruption or failure of information technology<br>networks and related systems – both ours and those operated and managed by third parties; regulatory and legal requirements applicable to our assets; the Company’s ability to attract and retain<br>key personnel; the Company’s inability to control certain properties due to the joint ownership of such property and inability to successfully attract desirable strategic partners, including joint<br>venture partners; risks related to the concentration of ownership of our common stock by Pershing Square; and the other factors detailed in the Company’s filings with the Securities and Exchange<br>Commission (the “SEC”).<br>All forward-looking statements in this presentation are made as of (i) the date hereof, in the case of information about the Company, and (ii) the date of such information, in the case of information<br>from persons other than the Company. While management believes the information underlying any estimates and projections forms a reasonable basis for the statements in this presentation, such<br>information may be limited or incomplete and should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information.<br>The Company is under no obligation to publicly update or revise and forward-looking statements, whether as a result of new information, future events or otherwise, except as required by<br>applicable law.<br>This presentation and related discussion shall not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or<br>jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Sales and offers to sell our<br>securities will only be made in accordance with the Securities Act of 1933, as amended, and applicable SEC regulations, including written prospectus requirements. This presentation is not<br>intended to form the basis of any investment decision by the recipient and does not constitute investment, tax or legal advice.<br>All trademarks and logos depicted in this presentation are the property of their respective owners and are displayed solely for purposes of illustration. Such use should not be construed as an<br>endorsement of the products or services of the Company.<br>22<br>Safe Harbor |
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| Our reported results are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We also disclose Non-GAAP Adjusted<br>Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders Per Share, each of which are non-GAAP financial<br>measures. We believe these non-GAAP financial measures are useful to investors because they provide a meaningful supplement of the Company’s operating performance and<br>period-over-period changes without regard to certain potential distortions or certain non-cash items.<br>Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders Per Share do not represent cash<br>generated from operating activities and are not necessarily indicative of cash available to fund cash requirements. Accordingly, they should not be considered alternatives to net<br>income as a performance measure or cash flows from operating activities as reported on our statement of cash flows as a liquidity measure and should be considered in addition<br>to, and not in lieu of, GAAP financial measures.<br>To derive Non-GAAP Adjusted Net Loss Attributable to Common Stockholders, GAAP net income (loss) attributable to common stockholders is adjusted to exclude depreciation<br>and amortization, as well as gains and losses from the sale of assets, gains or losses on extinguishment of debt, and provision for impairment, and these adjustments include the pro<br>rata share of such adjustments of unconsolidated subsidiaries. Additionally, adjustments are made for non-cash revenues and expenses such as straight-line rental revenue and<br>expenses, amortization of above- and below-market lease related intangibles, and non-cash compensation; other non-recurring items such as termination fees and legal<br>settlements; and certain capitalized items such as capitalized interest. Please see the reconciliation table provided in this press release for a reconciliation of Non-GAAP Adjusted<br>Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders Per Share to the most directly comparable GAAP<br>measures of net income (loss).<br>23<br>Non-GAAP Financial Measures |
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| Key terms and references<br>References and terms used in this presentation that are in addition to the terms defined in the Safe Harbor and Non-GAAP Financial Measures sections of this presentation, or not<br>already defined in other areas of this presentation, include:<br>This presentation was published on May 12, 2025.<br>All information is as of, or for the quarter-ending March 31, 2025, unless otherwise noted.<br>Any calculation differences are assumed to be a result of rounding.<br>“Aviators” refers to the Las Vegas Aviators Triple-A baseball team.<br>“Howard Hughes” or “HHH” refers to Howards Hughes Holdings Inc.<br>“Jean-Georges,” “JGM,” or “JG” refers to Jean-Georges Restaurants.<br>“Net Debt” is calculated as our total long-term debt as presented on the face of our balance sheet, plus financing costs net of accumulated amortization, less cash, restricted<br>cash and cash equivalents.<br>“NYSE” refers to the New York Stock Exchange.<br>“Operating EBITDA PSF” is the Segment Adjusted EBITDA applicable to each property or set of properties, divided by the square feet of the applicable property or set of<br>properties.<br>“Pershing Square” or “PSCM” refers to Pershing Square Capital Management, L.P.<br>“Pro Forma” refers to the inclusion of the Tin Building by Jean-Georges as a consolidated operation in 2024 to allow for comparable year-over-year variances in consideration<br>of the Tin Building by Jean-Georges being consolidated in 2025.<br>“Rights Offering” refers to the prospective $175 million rights offering transaction, of which $175 million will be backstopped by Pershing Square.<br>“S” or “SOFR” refers to the Secured Overnight Financing Rate or “USD-SOFR” as defined in the 2006 ISDA Derivatives Definitions, as published by the International Swaps<br>and Derivatives Association, Inc., as amended, supplemented or modified from time to time.<br>“Seaport,” “Seaport NYC,” or “Seaport Neighborhood” refers to the approximately 490,000 square feet of restaurant, retail, office and entertainment properties and 21<br>residential units that makeup the Seaport in Lower Manhattan.<br>“Segment Adjusted EBITDA” refers to the Segment Operating results disclosed within our Form 10-Q filed March 12, 2025.<br>“Series A Preferred Equity” refers to 14.000% Series A preferred stock of Seaport District NYC, Inc. On July 31, 2024, in connection with certain restructuring transactions to<br>effectuate the Spin-Off, where Seaport District NYC, Inc., at such time an indirect subsidiary of HHH, issued 10,000 shares of its 14.000% Series A preferred stock with an<br>aggregate liquidation preference of $10.0 million to its then-direct parent in exchange for the contribution by its parent of certain assets. In connection with the Separation,<br>Seaport District NYC, Inc. became a subsidiary of Seaport Entertainment.<br>“Spin-Off” or “Separation” refers to the pro rata distribution of the shares of Seaport Entertainment Group Inc. to the Seaport Entertainment Group Inc. shareholders in a<br>distribution that is intended to be tax-free to HHH stockholders for U.S. federal income tax purposes except for cash received in lieu of fractional shares.<br>24 |
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