Seaport Entertainment Group Inc 10-Q for FY2025 Q1

Seaport Entertainment Group Inc. (SEG)

10-Q 2025-05-12 For: 2025-03-31

Added on April 10, 2026

About this 10-Q

Seaport Entertainment Group Inc filed this 10-Q on May 12, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).

Headline figures

Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $16.07M; up 10.7% from $14.51M a year earlier
Net loss: $31.89M; compared with a net loss of $44.08M a year earlier
Diluted EPS: -$2.51; compared with -$7.98 a year earlier

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Title of Each Class	Trading symbol	Name of Exchange on which registered
Common Stock, par value $0.01 per share	SEG	NYSE American LLC


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☐	Emerging growth company	☒


		Page
	Cautionary Statement Regarding Forward-Looking Statements	3
Part I	Financial Information

Item 1.	Financial Statements	5

	Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024	5

	Consolidated and Combined Statements of Operations for the three ended March 31, 2025 and 2024 (Unaudited)	6

	Consolidated and Combined Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (Unaudited)	7

	Consolidated and Combined Statements of Shareholders’ Equity for the three months ended March 31, 2025 and 2024 (Unaudited)	8

	Notes to Consolidated and Combined Financial Statements (Unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	42

Item 4.	Controls and Procedures	43

Part II	Other Information

Item 1.	Legal Proceedings	43

Item 1A.	Risk Factors	43

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43

Item 3.	Defaults Upon Senior Securities	44

Item 4.	Mine Safety Disclosures	44

Item 5.	Other Information	44

Item 6.	Exhibits	44

Signatures		46


	March 31,		December 31,
	2025		2024
in thousands, except par value amounts	(unaudited)
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 (see Note 6)		—		—
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 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


	Three months ended March 31,
in thousands, except per share data	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)


	Three months ended March 31,
in thousands	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(31,538)	$	(44,078)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation		7,200		7,176
Amortization		891		898
Amortization of deferred financing costs		13		193
Straight-line rent amortization		305		(187)
Stock compensation expense		2,037		658
Other		(112)		—
Equity in earnings (losses) from unconsolidated ventures, net of distributions and impairment charges		(170)		10,280
Provision for (recovery of) doubtful accounts		(1,105)		1,009
Net Changes:
Accounts receivable		(4,023)		1,567
Other assets and deferred expenses		2,518		21
Accounts payable and other liabilities		3,506		3,667
Cash used in operating activities		(20,478)		(18,796)

CASH FLOWS FROM INVESTING ACTIVITIES
Operating property improvements		(14,315)		(1,860)
Property development and redevelopment		(2,155)		(12,018)
Cash and restricted cash received upon consolidation of previously unconsolidated entity		685		—
Investments in unconsolidated ventures		—		(14,700)
Distributions from unconsolidated ventures		1,288		—
Cash used in investing activities		(14,497)		(28,578)

CASH FLOWS FROM FINANCING ACTIVITIES
Taxes paid on restricted stock vesting		(508)		—
Preferred distributions to noncontrolling interest in subsidiary		(350)		—
Fees paid in connection with equity issuances		(12)		—
Net investment by Former Parent		—		47,659
Cash (used in) provided by financing activities		(870)		47,659

Net change in cash, cash equivalents and restricted cash		(35,845)		285
Cash, cash equivalents and restricted cash at beginning of period		167,845		43,845
Cash, cash equivalents and restricted cash at end of period		132,000		44,130

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents		129,921		1,955
Restricted cash		2,079		42,175
Cash, cash equivalents and restricted cash at end of period	$	132,000	$	44,130


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	1,445	$	2,681
Interest capitalized		1,660		667

NON-CASH TRANSACTIONS
Accrued property improvements, developments, and redevelopments	$	(675)	$	(9,571)
Capitalized stock compensation		48		394


	Common stock		Net investment		Additional paid	Accumulated	Stockholders'	Noncontrolling
in thousands	Shares	Amount	by Former Parent		in capital	deficit	equity	interest	Total equity
Balance, December 31, 2023	—	—	$	384,893	—	—	384,893	—	$	384,893
Net loss	—	—		(44,078)	—	—	(44,078)	—		(44,078)
Net investment by Former Parent	—	—		48,317	—	—	48,317	—		48,317
Balance, March 31, 2024	—	—	$	389,132	—	—	389,132	—	$	389,132

Balance, December 31, 2024	12,708	127	$	—	613,015	(51,660)	561,482	9,900	$	571,382
Net income (loss)	—	—		—	—	(31,888)	(31,888)	350		(31,538)
Fees paid in connection with equity issuances	—	—		—	(12)	—	(12)	—		(12)
Shares acquired to satisfy minimum required tax withholding on vesting restricted stock	(18)	—		—	(508)	—	(508)	—		(508)
Preferred distributions to noncontrolling interest in subsidiary	—	—		—	—	—	—	(350)		(350)
Stock compensation	9	—		—	2,085	—	2,085	—		2,085
Balance, March 31, 2025	12,699	127	$	—	614,580	(83,548)	531,159	9,900	$	541,059


	Ownership Interest ^(a)				Carrying Value				Share of Earnings (Losses)/ Distributions
									Three months ended
	March 31,		December 31,		March 31,		December 31,		March 31,
in thousands except percentages	2025		2024		2025		2024		2025		2024
Equity Method Investments
The Lawn Club ^(b)	50	%	50	%	$	4,658	$	6,103	$	(157)	$	(442)
Tin Building by Jean-Georges ^{(b) (c)}	—	%	65	%		—		7,746		—		(9,603)
Jean-Georges Restaurants	25	%	25	%		14,803		14,477		327		(166)
Investments in unconsolidated ventures					$	19,461	$	28,326	$	170	$	(10,211)


in thousands	Preliminary Purchase Price Allocation
Building and equipment	$	7,174
Cash and cash equivalents		685
Accounts receivable, net		825
Other assets, net		1,564
Total assets		10,248
Accounts payable and other liabilities		(2,502)
Total liabilities		(2,502)
Net assets assumed	$	7,746


	March 31, 2025					December 31, 2024
			Interest					Interest
$in thousands	Principal		Rate		Maturity Date	Principal		Rate		Maturity Date
Fixed rate ^(a)	$	41,087	4.92	%	December 15, 2038	$	41,087	4.92	%	December 15, 2038
Variable rate ^{(b) (c)}		61,300	11.33	%	July 1, 2029		61,300	9.49	%	July 1, 2029
Secured mortgages payable	$	102,387				$	102,387


		March 31, 2025				December 31, 2024
	Fair Value	Carrying		Estimated		Carrying		Estimated
in thousands	Hierarchy	Amount		Fair Value		Amount		Fair Value
Assets:
Cash and Restricted cash	Level 1	$	132,000	$	132,000	$	167,845	$	167,845
Accounts receivable, net ^(a)	Level 3		11,336		11,336		5,246		5,246
Liabilities:
Fixed-rate debt ^(b)	Level 2		41,087		40,131		41,087		40,032
Variable-rate debt ^(b)	Level 2	$	61,300	$	61,300		61,300		61,300


	Contract
in thousands	Liabilities
Balance at December 31, 2023	$	3,707
Consideration earned during the period		(4,466)
Consideration received during the period		8,896
Balance at March 31, 2024	$	8,137

Balance at December 31, 2024	$	3,940
Consideration earned during the period		(2,992)
Consideration received during the period		12,946
Balance at March 31, 2025	$	13,894


	Less than 1				3 years and
in thousands	year		1-2 years		thereafter		Total
Total remaining unsatisfied performance obligations	$	15,601	$	2,409		4,844	$	22,854


in thousands	Operating Leases
Remainder of 2025	$	3,296
2026		3,427
2027		2,760
2028		2,819
2029		2,880
Thereafter		222,847
Total lease payments		238,029
Less: imputed interest		(190,721)
Present value of lease liabilities	$	47,308


Supplemental Unaudited Consolidated and Combined Statements of Cash Flows Information	Three months ended March 31,
in thousands	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows on operating leases	$	1,090	$	1,074


	Total Minimum
in thousands	Rent
Remainder of 2025	$	8,454
2026		8,799
2027		8,910
2028		9,000
2029		9,131
Thereafter		55,400
Total	$	99,694


	Three months ended
	March 31, 2025
Shares issuable upon exercise of restricted stock and restricted stock units		7,592
Shares issuable upon exercise of stock options		—



					Landlord
in thousands	Hospitality⁽¹⁾		Entertainment		Operations		Other⁽²⁾		Total
Three months ended March 31, 2025
Total revenues	$	7,735	$	4,209	$	8,800	$	(4,675)	$	16,069
Hospitality Costs		(20,428)		—		—		4,686		(15,742)
Entertainment Costs		—		(7,077)		—		—		(7,077)
Operating costs		—		—		(8,079)		—		(8,079)
Total operating expenses		(20,428)		(7,077)		(8,079)		4,686		(30,898)
Other income (loss), net		—		—		—		—		—
Total segment expenses		(20,428)		(7,077)		(8,079)		4,686		(30,898)
Equity in earnings (losses) from unconsolidated ventures		170		—		—		—		170
Segment Adjusted EBITDA		(12,523)		(2,868)		721		11		(14,659)
Depreciation and amortization										(8,091)
Interest income (expense)										994
General and administrative expenses										(9,782)
Loss before income taxes										(31,538)
Income tax benefit (expense)										—
Net loss									$	(31,538)

Three months ended March 31, 2024
Total revenues	$	4,077	$	3,564	$	8,417	$	(1,547)	$	14,511
Hospitality Costs		(7,815)		—		—		1,547		(6,268)
Entertainment Costs		—		(6,381)		—		—		(6,381)
Operating costs		—		—		(8,563)		—		(8,563)
Total operating expenses		(7,815)		(6,381)		(8,563)		1,547		(21,212)
Other income, net		2		2		4		—		8
Total segment expenses		(7,813)		(6,379)		(8,559)		1,547		(21,204)
Equity in earnings (losses) from unconsolidated ventures		(10,211)		—		—		—		(10,211)
Segment Adjusted EBITDA		(13,947)		(2,815)		(142)		—		(16,904)
Depreciation and amortization										(8,074)
Interest income (expense)										(2,546)
General and administrative expenses										(16,554)
Loss before income taxes										(44,078)
Income tax benefit (expense)										—
Net loss									$	(44,078)


	Three Months Ended March 31,					Change
in thousands except percentages	2025		2024			$	%
REVENUES
Hospitality revenue	$	7,735	$	4,077	$	3,658	90%
Entertainment revenue		4,209		3,564		645	18%
Rental revenue		3,789		6,537		(2,748)	(42)%
Other revenue		336		333		3	1%
Total revenue		16,069		14,511		1,558	11%
EXPENSES
Hospitality costs		15,742		6,268		9,474	151%
Entertainment costs		7,077		6,381		696	11%
Operating costs		8,079		8,563		(484)	(6)%
General and administrative		9,782		16,554		(6,772)	(41)%
Depreciation and amortization		8,091		8,074		17	0%
Total expenses		48,771		45,840		2,931	6%
OTHER
Other income, net		—		8		(8)	(100)%
Total other		—		8		(8)	(100)%
Operating loss		(32,702)		(31,321)		(1,381)	(4)%
Interest income (expense)		994		(2,546)		3,540	139%
Equity in earnings (losses) from unconsolidated ventures		170		(10,211)		10,381	102%
Loss before income taxes		(31,538)		(44,078)		12,540	28%
Income tax (benefit) expense		—		—		—	0%
Net loss		(31,538)		(44,078)		12,540	28%
Preferred distributions to noncontrolling interest in subsidiary		(350)		—		(350)	(100)%
Net loss attributable to common stockholders	$	(31,888)	$	(44,078)	$	12,190	28%


	Three Months Ended
Hospitality Adjusted EBITDA^(a)	March 31,				Change
in thousands except percentages	2025		2024		$		%
Hospitality revenue	$	7,735	$	4,077	$	3,658	90%
Total revenues		7,735		4,077		3,658	90%
Hospitality costs^(b)		(20,428)		(7,815)		(12,613)	(161)%
Total operating expenses		(20,428)		(7,815)		(12,613)	(161)%
Other income, net		—		2		(2)	(100)%
Total expenses		(20,428)		(7,813)		(12,615)	(161)%
Equity in earnings (losses) from unconsolidated ventures		170		(10,211)		10,381	102%
Adjusted EBITDA	$	(12,523)	$	(13,947)	$	1,424	10%


Entertainment Adjusted EBITDA	Three Months Ended March 31,				Change
in thousands except percentages	2025		2024		$		%
Entertainment revenue	$	4,209	$	3,564	$	645	18%
Total revenues		4,209		3,564		645	18%
Entertainment costs		(7,077)		(6,381)		(696)	(11)%
Total operating expenses		(7,077)		(6,381)		(696)	11%
Other income, net		—		2		(2)	(100)%
Total expenses		(7,077)		(6,379)		(698)	(11)%
Adjusted EBITDA	$	(2,868)	$	(2,815)	$	(53)	(2)%


	Three Months Ended
Landlord Operations Adjusted EBITDA	March 31,				Change
in thousands except percentages	2025		2024		$		%
Rental revenue^(a)	$	8,464	$	8,084	$	380	5%
Other revenue		336		333		3	1%
Total revenues		8,800		8,417		383	5%
Operating costs		(8,079)		(8,563)		484	6%
Total operating expenses		(8,079)		(8,563)		484	(6)%
Other income, net		—		4		(4)	(100)%
Total expenses		(8,079)		(8,559)		480	6%
Adjusted EBITDA	$	721	$	(142)	$	863	608%

Exhibit No.		Description


2.1		Separation Agreement, dated July 31, 2024, between the Company and Howard Hughes Holdings Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by the Company on August 1, 2024)

3.1		Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on August 1, 2024)

3.2		Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Form 8-K filed by the Company on August 1, 2024)

4.1		Investor Rights Agreement, dated October 17, 2024, by and among the Company, Pershing Square Holdings, Ltd., Pershing Square, L.P. and Pershing Square International, Ltd. and any other parties that may from time to time become parties thereto (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on October 18, 2024)

10.1		Services Agreement, dated January 1, 2025, by and among Seaport Entertainment Management, LLC, Creative Culinary Management Company LLC and, solely for purposes of Section 1.4(x) thereof, the Company (incorporated by reference to Exhibit 10.10 to the Form 10-K filed by the Company on March 10, 2025)

10.2		Second Amendment to Loan Documents Agreement, dated January 1, 2025, by and among the Company, 250 Seaport District LLC, TWL-Bridgeland Holding Company, LLC and Mizuho Capital Markets LLC (incorporated by reference to Exhibit 10.18 to the Form 10-K filed by the Company on March 10, 2025)

10.3+		Form of Performance Vesting Restricted Stock Unit Agreement under the Seaport Entertainment Group Inc. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on March 25, 2025)

31.1*		Certification of Chief Executive Officer, pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


31.2*		Certification of Chief Financial Officer, pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

104*		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)


	SEAPORT ENTERTAINMENT GROUP INC.

	By:	/s/ Matthew M. Partridge
	Name:	Matthew M. Partridge
	Title:	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)


	By:	/s/ Lenah J. Elaiwat
	Name:	Lenah J. Elaiwat
	Title:	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

Date: May 12, 2025	By:	/s/ Anton D. Nikodemus
		Name:	Anton D. Nikodemus
		Title:	Chief Executive Officer
			(Principal Executive Officer)