Seritage Growth Properties 8-K, filed Aug 14, 2024
Seritage Growth Properties (SRG)
About this 8-K
Seritage Growth Properties filed this 8-K on August 14, 2024.
Items reported
- Item 2.02: Financial results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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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 August 14, 2024, the Company issued a press release regarding its financial results for the three and six months ended June 30, 2024. A copy of the press release is furnished as Exhibit 99.1 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, 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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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: August 14, 2024
Exhibit 99.1
Seritage Growth Properties Reports Second Quarter 2024 Operating Results
New York – August 14, 2024 – Seritage Growth Properties (NYSE: SRG) (the “Company”), a national owner and developer of retail, residential and mixed-use properties today reported financial and operating results for the three and six months ended June 30, 2024.
“In the second quarter we continued to execute on our Plan of Sale, building a pipeline of accepted offers totaling over $150 million of gross proceeds. We expect to continue to use sale proceeds to pay down our term loan while maintaining appropriate cash balances to fund ongoing operations. As we look ahead, despite the continued uncertainty surrounding the economy, the November elections, and the increasingly tenuous geopolitical climate, we remain focused on our plan of sale while continuing to position our portfolio and balance sheet for a potential strategic transaction.” said Andrea L. Olshan, Chief Executive Officer.
Sale Highlights:
1
Financial Highlights:
For the three months ended June 30, 2024:
Other Highlights
Future Sales Projections
The data below provides additional information regarding current estimated gross sales proceeds per asset in the portfolio as of August 14, 2024, excluding assets under contract or in PSA negotiation, which are described above. The assets listed below are either being marketed or are to be marketed at the appropriate time based on market conditions and, as a result, any sales thereof are anticipated to occur in 2024 and beyond. Sales projections, including timing of sale, are based on the Company’s latest forecasts and assumptions, but the Company cautions that actual results may differ materially. In addition, see “Market Update” below and the “Risk Factors” section contained in the Company’s filings with the Securities and Exchange Commission for discussion of the risks associated with such estimated gross sale proceeds.
Gateway Markets
Primary Markets
Secondary Markets
2
Portfolio
The table below represents a summary of the Company’s properties by planned usage as of June 30, 2024 (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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% Leased |
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Avg. Acreage / Site |
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Consolidated |
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Multi-Tenant Retail |
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4 |
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633 sf / 73 acres |
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462 |
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72.9% |
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18.3 |
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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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100.0% |
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9.5 |
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Premier |
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4 |
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228 sf / 69 acres |
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170 |
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74.5% |
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17.2 |
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Non-Core (4) |
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4 |
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681 sf /58 acres |
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- |
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0.0% |
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14.4 |
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Unconsolidated |
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Other Joint Ventures |
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6 |
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457 sf / 77 acres |
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11 |
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2.3% |
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12.8 |
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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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67.4% |
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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 June 30, 2024.
(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 June 30, 2024, the Company invested $0.4 million in its Multi-Tenant retail properties. Any future capital expenditures in the Multi-Tenant retail portfolio are primarily comprised of tenant improvements.
The table below provides a summary of all Multi-Tenant Retail signed and in negotiation leases as of June 30, 2024 (in thousands except for number of leases and PSF data):
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Number of |
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Leased |
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% of Total |
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Gross Annual Base |
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% of |
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Gross Annual |
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Tenant |
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Leases |
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GLA |
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Leasable GLA |
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Rent ("ABR") |
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Total ABR |
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Rent PSF ("ABR PSF") |
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In-place retail leases |
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14 |
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453.7 |
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71.6 |
% |
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$ |
11,516.4 |
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92.6 |
% |
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$ |
25.38 |
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SNO retail leases (1) |
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1 |
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8.0 |
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1.3 |
% |
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175.0 |
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1.4 |
% |
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231.89 |
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Tenants in lease negotiation |
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1 |
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102.0 |
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16.1 |
% |
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749.5 |
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6.0 |
% |
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7.35 |
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Total retail leases |
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16 |
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563.7 |
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89.0 |
% |
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$ |
12,440.9 |
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100.0 |
% |
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$ |
22.07 |
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(1) SNO = signed not yet opened leases. |
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During the three months ended June 30, 2024, the Company has a leasing pipeline of over 102 thousand square feet. The Company has 454 thousand leased square feet and approximately 8 thousand square feet signed but not opened. The Company has total occupancy of 72.9% for its Multi-Tenant retail properties. As of June 30, 2024, there is an additional approximately 70 thousand square feet available for lease.
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Number of |
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Leased |
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Gross Annual Base |
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Gross Annual |
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SNO Leases |
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GLA |
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Rent ("ABR") |
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Rent PSF ("ABR PSF") |
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As of March 31, 2024 |
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4 |
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46.2 |
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$ |
1,174.9 |
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$ |
25.54 |
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Opened |
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(1 |
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(13.9 |
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(513.4 |
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36.97 |
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Sold / terminated |
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(2 |
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(24.3 |
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(486.5 |
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20.02 |
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As of June 30, 2024 |
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1 |
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8.0 |
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$ |
175.0 |
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$ |
21.88 |
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Premier Mixed-Use
The Company has two premier mixed-use projects in the active leasing/tenant opening stage: Aventura, FL and Santa Monica, CA. As of June 30, 2024, the Company has 345 thousand in-place leased square feet (239 thousand square feet at share), 37 thousand square feet signed but not opened (37 thousand square feet at share), and 161 thousand square feet available for lease (110 thousand square feet at share).
3
The table below provides a summary of all signed leases at Premier assets as of June 30, 2024, including unconsolidated entities at the Company’s proportional share (in thousands except for 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 |
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% of |
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Gross Annual |
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Tenant |
Leases |
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GLA |
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Leasable GLA |
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Base 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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38 |
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130.6 |
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33.9 |
% |
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$ |
9,232.4 |
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47.8 |
% |
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$ |
70.69 |
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In-place office leases |
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4 |
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108.0 |
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28.0 |
% |
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6,889.5 |
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35.7 |
% |
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63.82 |
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SNO retail leases as of March 31, 2024(1) |
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14 |
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43.1 |
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$ |
3,154.0 |
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73.22 |
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Opened |
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(3 |
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(12.7 |
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(814.6 |
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62.69 |
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Signed |
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2 |
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7.1 |
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839.2 |
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119.86 |
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SNO retail leases as of June 30, 2024(1) |
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13 |
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37.5 |
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18.7 |
% |
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$ |
3,178.5 |
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16.5 |
% |
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$ |
83.7 |
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Total diversified leases as of June 30, 2024 |
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55 |
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276.1 |
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63.3 |
% |
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$ |
19,300.4 |
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100.0 |
% |
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$ |
69.91 |
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(1) SNO = Signed not yet opened leases |
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During the three months ended June 30, 2024, the Company invested $5.9 million in its consolidated premier development and operating properties and an additional $0.3 million into its unconsolidated premier entities.
Aventura
During the second quarter of 2024, the Company continued to advance 216.1 thousand square feet of office and retail leasing at the project in Aventura, FL. The Company is finalizing construction on the asset. As of June 30, 2024, 121.6 thousand square feet or 56.0% of the asset is opened and the Company will continue with rolling openings going forward.
With 73.1% leased through June 30, 2024, the Company has 58.1 thousand square feet or 26.9% available for lease, of which approximately 8 thousand square feet or 4.0% is in lease negotiation. See the "Impairment" section below for a discussion of the impairment the Company recognized for the three months ended June 30, 2024 on its development property in Aventura, FL.
Financial Summary
The table below provides a summary of the Company’s financial results for the three months ended June 30, 2024 (in thousands except for per share amounts):
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Three Months Ended |
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June 30, 2024 |
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June 30, 2023 |
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Net loss attributable to Seritage |
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$ |
(102,452 |
) |
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$ |
(96,932 |
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Net loss per share attributable to Seritage |
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(1.82 |
) |
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(1.73 |
) |
NOI-cash basis at share |
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(137 |
) |
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2,996 |
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For the quarter ended June 30, 2024:
4
NOI-cash basis at share is comprised of:
(in thousands) |
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Three Months Ended June 30, |
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Consolidated Properties |
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2024 |
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2023 |
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Multi-tenant retail |
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$ |
1,863 |
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$ |
3,920 |
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Premier |
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(1,587 |
) |
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(402 |
) |
Non-Core |
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(483 |
) |
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(1,388 |
) |
Sold |
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(808 |
) |
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(138 |
) |
Total |
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(1,015 |
) |
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1,992 |
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Unconsolidated Properties |
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Residential |
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- |
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194 |
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Premier |
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1,320 |
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306 |
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Other joint ventures |
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(442 |
) |
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504 |
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Total |
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878 |
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1,004 |
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NOI-cash basis at share |
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$ |
(137 |
) |
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$ |
2,996 |
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As of June 30, 2024, the Company had cash on hand of $100.5 million, including $13.8 million of restricted cash. The Company expects to use these sources of liquidity, together with a combination of future sales and/or potential alternative financing arrangements, to pay its financing obligations and fund its operations and development activity. The availability of funding from sales of assets is subject to various conditions, and there can be no assurance that such transactions will be consummated. For more information on our liquidity position, including our going concern analysis, please see the notes to the consolidated financial statements included in Part I, Item 1 and in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each in our Quarterly Report on Form 10-Q.
Impairment - Aventura
During the quarter ended June 30, 2024, due to ongoing negotiations for rent relief with existing tenants that began in the second quarter of 2024 which triggered the need for an impairment analysis pursuant to ASC 360, Property, Plant and Equipment, the Company recognized an $85.8 million impairment on its development property in Aventura, FL, primarily due to changes in discount rates and residual capitalization rates. In accordance with GAAP, the impairment was recognized as a result of the carrying value of the asset exceeding the undiscounted cash flows over the estimated holding period. The amount of the impairment is determined by applying a discount to the projected cash flows and writing down the carrying value to the estimated current fair value. The Company will continue to evaluate its portfolio, including its development plans and holding periods, which may result in additional impairments in future periods.
Litigation Matters
On July 1, 2024, a purported shareholder of the Company filed a class action lawsuit in the U.S. District Court for the Southern District of New York, captioned Zhengxu He, Trustee of the He & Fang 2005 Revocable Living Trust v. Seritage Growth Properties, Case No. 1:24:CV:05007, alleging that the Company, the Company’s Chief Executive Officer, and the Company’s Chief Financial Officer violated the federal securities laws. The complaint seeks to bring a class action on behalf of all persons and entities that purchased or otherwise acquired Company securities between July 7, 2022 and May 10, 2024. The complaint alleges that the defendants violated federal securities laws by issuing false, misleading, and/or omissive disclosures concerning the Company’s alleged lack of effective internal controls regarding the identification and review of impairment indicators for investments in real estate and the Company’s value and projected gross proceeds of certain real estate assets. The complaint seeks compensatory damages in an unspecified amount to be proven at trial, an award of reasonable costs and expenses to the plaintiff and class counsel, and such other and further relief as the court may deem just and proper. The Company intends to vigorously defend itself against the allegations.
Dividends
On February 29, 2024, the Company’s Board of Trustees declared a preferred stock dividend of $0.4375 per each Series A Preferred Share. The preferred dividend was paid on April 15, 2024 to holders of record on March 29, 2024.
On May 2, 2024, the Company’s Board of Trustees declared a preferred stock dividend of $0.4375 per each Series A Preferred Share. The preferred dividend was paid on July 15, 2024 to holders of record on June 28, 2024.
On July 31, 2024, the Company’s Board of Trustees declared a preferred stock dividend of $0.4375 per each Series A Preferred Share. The preferred dividend will be paid on October 15, 2024 to holders of record on September 30, 2024.
5
Strategic Review
At the 2022 Annual Meeting of Shareholders on October 24, 2022, Seritage shareholders approved the Company’s Plan of Sale. The strategic review process remains ongoing as the Company executes the Plan of Sale, and the Company remains open minded to pursuing value maximizing alternatives, including a potential sale of the Company. There can be no assurance regarding the success of the process.
Market Update
As the Company has previously disclosed, the Company, along with the commercial real estate market as a whole, has experienced and continues to experience challenging market conditions as a result of a variety of factors. These conditions have applied and continue to apply downward pricing pressure on all of our assets. In making decisions regarding whether and when to transact on each of the Company’s remaining assets, the Company has considered and will continue to consider various factors including, but not limited to, the breadth of the buyer universe, macroeconomic conditions, the availability and cost of financing, as well as corporate, operating and other capital expenses required to carry the asset. If these challenging market conditions persist, then we expect that they will impact the Plan of Sale proceeds from our assets and the amounts and timing of distributions to shareholders.
Non-GAAP Financial Measures
The Company makes references to NOI-cash basis and NOI-cash basis at share which are financial measures that include adjustments to accounting principles generally accepted in the United States (“GAAP”).
Neither of NOI-cash basis or NOI-cash basis at share are measures that (i) represent cash flow from operations as defined by GAAP; (ii) are indicative of cash available to fund all cash flow needs, including the ability to make distributions; (iii) are alternatives to cash flow as a measure of liquidity; or (iv) should be considered alternatives to net income (which is determined in accordance with GAAP) for purposes of evaluating the Company’s operating performance. Reconciliations of these measures to the respective GAAP measures the Company deems most comparable have been provided in the tables accompanying this press release.
6
Net Operating Income (Loss)-cash basis ("NOI-cash basis”) and Net Operating Income (Loss)-cash basis at share ("NOI-cash basis at share")
NOI-cash basis is defined as income from property operations less property operating expenses, adjusted for variable items such as termination fee income, as well as non-cash items such as straight-line rent and amortization of lease intangibles. Other real estate companies may use different methodologies for calculating NOI-cash basis, and accordingly the Company’s depiction of NOI-cash basis may not be comparable to other real estate companies. The Company believes NOI-cash basis provides useful information regarding Seritage, its financial condition, and results of operations because it reflects only those income and expense items that are incurred at the property level.
The Company also uses NOI-cash basis at share, which includes its proportional share of Unconsolidated Properties. The Company does not control any of the joint ventures constituting such properties and NOI-cash basis at share does not reflect our legal claim with respect to the economic activity of such joint ventures. We have included this adjustment because the Company believes this form of presentation offers insights into the financial performance and condition of the Company as a whole given the Company’s ownership of Unconsolidated Properties that are accounted for under GAAP using the equity method. The operating agreements of the Unconsolidated Properties generally allow each investor to receive cash distributions to the extent there is available cash from operations. The amount of cash each investor receives is based upon specific provisions of each operating agreement and varies depending on certain factors including the amount of capital contributed by each investor and whether any investors are entitled to preferential distributions.
The Company also considers NOI-cash basis and NOI-cash basis at share to be a helpful supplemental measure of its operating performance because it excludes from NOI variable items such as termination fee income, as well as non-cash items such as straight-line rent and amortization of lease intangibles.
Due to the adjustments noted, NOI-cash basis and NOI-cash basis at share should only be used as an alternative measure of the Company’s financial performance..
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” "will," "approximately," or "anticipates" or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, which may cause actual results to differ significantly from those expressed in any forward-looking statement. Factors that could cause or contribute to such differences include, but are not limited to: declines in retail, real estate and general economic conditions; risks relating to redevelopment activities; contingencies to the commencement of rent under leases; the terms of the Company’s indebtedness and other legal requirements to which the Company is subject; failure to achieve expected occupancy and/or rent levels within the projected time frame or at all; the impact of ongoing negative operating cash flow on the Company’s ability to fund operations and ongoing development; the Company’s ability to access or obtain sufficient sources of financing to fund the Company’s liquidity needs; environmental, health, safety and land use laws and regulations; and possible acts of war, terrorist activity or other acts of violence or cybersecurity incidents. For additional discussion of these and other applicable risks, assumptions and uncertainties, see the “Risk Factors” and forward-looking statement disclosure contained in the Company’s filings with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K for the year ended December 31, 2023 and any subsequent Form 10-Qs. While the Company believes that its forecasts and assumptions are reasonable, the Company cautions that actual results may differ materially. The Company intends the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law.
About Seritage Growth Properties
Prior to the adoption of the Company’s Plan of Sale (defined below), Seritage was principally engaged in the ownership, development, redevelopment, disposition, management and leasing of diversified retail and mixed-use properties throughout the United States. Seritage will continue to actively manage each remaining location until such time as each property is sold. As of June 30, 2024, the Company’s portfolio consisted of interests in 22 properties comprised of approximately 2.8 million square feet of gross leasable area (“GLA”) or build-to-suit leased area, and 352 acres of land. The portfolio consists of approximately 1.6 million square feet of GLA and 218 acres held by 13 consolidated properties (such properties, the “Consolidated Properties”) and 1.2 million square feet of GLA and 134 acres held by nine unconsolidated properties (such properties, the “Unconsolidated Properties”).
Contact
Seritage Growth Properties
7
(212) 355-7800
IR@Seritage.com
8
Seritage Growth Properties
Consolidated Balance SheetS
(In thousands, except share and per share amounts)
(Unaudited)
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June 30, 2024 |
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December 31, 2023 |
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ASSETS |
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Investment in real estate |
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|
|
|
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Land |
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$ |
59,157 |
|
|
$ |
102,090 |
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Buildings and improvements |
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|
208,255 |
|
|
|
344,972 |
|
Accumulated depreciation |
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|
(29,142 |
) |
|
|
(36,025 |
) |
|
|
|
238,270 |
|
|
|
411,037 |
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Construction in progress |
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|
105,780 |
|
|
|
135,305 |
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Net investment in real estate |
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344,050 |
|
|
|
546,342 |
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Real estate held for sale |
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|
87,137 |
|
|
|
39,332 |
|
Investment in unconsolidated entities |
|
|
195,353 |
|
|
|
196,437 |
|
Cash and cash equivalents |
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|
86,706 |
|
|
|
134,001 |
|
Restricted cash |
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|
13,809 |
|
|
|
15,699 |
|
Tenant and other receivables, net |
|
|
9,134 |
|
|
|
12,246 |
|
Lease intangible assets, net |
|
|
188 |
|
|
|
886 |
|
Prepaid expenses, deferred expenses and other assets, net |
|
|
21,941 |
|
|
|
28,921 |
|
Total assets (1) |
|
$ |
758,318 |
|
|
$ |
973,864 |
|
|
|
|
|
|
|
|
||
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
||
Term loan facility |
|
$ |
280,000 |
|
|
$ |
360,000 |
|
Accounts payable, accrued expenses and other liabilities |
|
|
36,639 |
|
|
|
50,700 |
|
Total liabilities (1) |
|
|
316,639 |
|
|
|
410,700 |
|
|
|
|
|
|
|
|
||
Commitments and contingencies (Note 9) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Shareholders' Equity |
|
|
|
|
|
|
||
Class A common shares $0.01 par value; 100,000,000 shares authorized; |
|
|
562 |
|
|
|
562 |
|
Series A preferred shares $0.01 par value; 10,000,000 shares authorized; |
|
|
28 |
|
|
|
28 |
|
Additional paid-in capital |
|
|
1,362,864 |
|
|
|
1,361,742 |
|
Accumulated deficit |
|
|
(923,004 |
) |
|
|
(800,342 |
) |
Total shareholders' equity |
|
|
440,450 |
|
|
|
561,990 |
|
Non-controlling interests |
|
|
1,229 |
|
|
|
1,174 |
|
Total equity |
|
|
441,679 |
|
|
|
563,164 |
|
Total liabilities and equity |
|
$ |
758,318 |
|
|
$ |
973,864 |
|
(1) The Company's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated balance sheets, as of June 30, 2024, include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $3.3 million of land, $2.8 million of building and improvements, $(0.9) million of accumulated depreciation and $2.7 million of other assets included in other line items. The Company's consolidated balance sheets as of December 31, 2023, include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $3.3 million of land, $2.8 million of building and improvements, $(0.8) million of accumulated depreciation and $2.4 million of other assets included in other line items. |
|
|||||||
9
Seritage Growth Properties
Consolidated Statements of OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
REVENUE |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental income |
|
$ |
4,166 |
|
|
$ |
5,517 |
|
|
$ |
9,891 |
|
|
$ |
5,935 |
|
Management and other fee income |
|
|
50 |
|
|
|
367 |
|
|
|
98 |
|
|
|
629 |
|
Total revenue |
|
|
4,216 |
|
|
|
5,884 |
|
|
|
9,989 |
|
|
|
6,564 |
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Property operating |
|
|
4,160 |
|
|
|
5,196 |
|
|
|
7,833 |
|
|
|
13,381 |
|
Real estate taxes |
|
|
1,238 |
|
|
|
2,170 |
|
|
|
2,631 |
|
|
|
3,707 |
|
Depreciation and amortization |
|
|
1,212 |
|
|
|
4,151 |
|
|
|
6,483 |
|
|
|
8,715 |
|
General and administrative |
|
|
6,874 |
|
|
|
10,099 |
|
|
|
16,066 |
|
|
|
22,319 |
|
Total expenses |
|
|
13,484 |
|
|
|
21,616 |
|
|
|
33,013 |
|
|
|
48,122 |
|
Gain on sale of real estate, net |
|
|
2,034 |
|
|
|
33,488 |
|
|
|
3,173 |
|
|
|
45,880 |
|
Gain on sale of interest in unconsolidated entities |
|
|
- |
|
|
|
7,323 |
|
|
|
- |
|
|
|
7,323 |
|
Impairment of real estate assets |
|
|
(86,388 |
) |
|
|
(104,467 |
) |
|
|
(87,536 |
) |
|
|
(107,043 |
) |
Equity in loss of unconsolidated entities |
|
|
(566 |
) |
|
|
(13,698 |
) |
|
|
(187 |
) |
|
|
(50,070 |
) |
Interest and other income, net |
|
|
717 |
|
|
|
9,869 |
|
|
|
2,140 |
|
|
|
15,454 |
|
Interest expense |
|
|
(6,282 |
) |
|
|
(12,528 |
) |
|
|
(13,293 |
) |
|
|
(27,730 |
) |
Loss before income taxes |
|
|
(99,753 |
) |
|
|
(95,745 |
) |
|
|
(118,727 |
) |
|
|
(157,744 |
) |
(Provision) benefit for income taxes |
|
|
(1,474 |
) |
|
|
38 |
|
|
|
(1,485 |
) |
|
|
51 |
|
Net loss |
|
|
(101,227 |
) |
|
|
(95,707 |
) |
|
|
(120,212 |
) |
|
|
(157,693 |
) |
Preferred dividends |
|
|
(1,225 |
) |
|
|
(1,225 |
) |
|
|
(2,450 |
) |
|
|
(2,450 |
) |
Net loss attributable to Seritage common shareholders |
|
$ |
(102,452 |
) |
|
$ |
(96,932 |
) |
|
$ |
(122,662 |
) |
|
$ |
(160,143 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per share attributable to Seritage Class A |
|
$ |
(1.82 |
) |
|
$ |
(1.73 |
) |
|
$ |
(2.18 |
) |
|
$ |
(2.85 |
) |
Net loss per share attributable to Seritage Class A |
|
$ |
(1.82 |
) |
|
$ |
(1.73 |
) |
|
$ |
(2.18 |
) |
|
$ |
(2.85 |
) |
Weighted average Class A common shares |
|
|
56,268 |
|
|
|
56,173 |
|
|
|
56,242 |
|
|
|
56,116 |
|
Weighted average Class A common shares |
|
|
56,268 |
|
|
|
56,173 |
|
|
|
56,242 |
|
|
|
56,116 |
|
10
Reconciliation of Net Loss to NOI and Total NOI (in thousands)
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
NOI-cash basis and NOI-cash basis at share |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Net loss |
|
$ |
(101,227 |
) |
|
$ |
(95,707 |
) |
|
$ |
(120,212 |
) |
|
$ |
(157,693 |
) |
Management and other fee income |
|
|
(50 |
) |
|
|
(367 |
) |
|
|
(98 |
) |
|
|
(629 |
) |
Depreciation and amortization |
|
|
1,212 |
|
|
|
4,151 |
|
|
|
6,483 |
|
|
|
8,715 |
|
General and administrative expenses |
|
|
6,874 |
|
|
|
10,099 |
|
|
|
16,066 |
|
|
|
22,319 |
|
Equity in loss of unconsolidated entities |
|
|
566 |
|
|
|
13,698 |
|
|
|
187 |
|
|
|
50,070 |
|
Gain on sale of interest in unconsolidated entities |
|
|
- |
|
|
|
(7,323 |
) |
|
|
- |
|
|
|
(7,323 |
) |
Gain on sale of real estate, net |
|
|
(2,034 |
) |
|
|
(33,488 |
) |
|
|
(3,173 |
) |
|
|
(45,880 |
) |
Impairment of real estate assets |
|
|
86,388 |
|
|
|
104,467 |
|
|
|
87,536 |
|
|
|
107,043 |
|
Interest and other income, net |
|
|
(717 |
) |
|
|
(9,869 |
) |
|
|
(2,140 |
) |
|
|
(15,454 |
) |
Interest expense |
|
|
6,282 |
|
|
|
12,528 |
|
|
|
13,293 |
|
|
|
27,730 |
|
Provision (Benefit) for income taxes |
|
|
1,474 |
|
|
|
(38 |
) |
|
|
1,485 |
|
|
|
(51 |
) |
Straight-line rent |
|
|
179 |
|
|
|
3,796 |
|
|
|
246 |
|
|
|
14,638 |
|
Above/below market rental expense |
|
|
38 |
|
|
|
45 |
|
|
|
76 |
|
|
|
93 |
|
NOI-cash basis |
|
$ |
(1,015 |
) |
|
$ |
1,992 |
|
|
$ |
(251 |
) |
|
$ |
3,578 |
|
Unconsolidated entities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net operating income of unconsolidated entities |
|
|
1,020 |
|
|
|
1,301 |
|
|
|
2,551 |
|
|
|
2,959 |
|
Straight-line rent |
|
|
(133 |
) |
|
|
(294 |
) |
|
|
(321 |
) |
|
|
(440 |
) |
Above/below market rental expense |
|
|
(9 |
) |
|
|
(3 |
) |
|
|
(18 |
) |
|
|
2 |
|
NOI-cash basis at share |
|
$ |
(137 |
) |
|
$ |
2,996 |
|
|
$ |
1,961 |
|
|
$ |
6,099 |
|
Properties sold during second quarter of 2024:
|
|
|
|
|
|
Total |
|
|
2024 Qtr |
|
|
City |
|
State |
|
Full / Partial Sale |
|
SF (1) |
|
|
Sold |
|
|
North Little Rock |
|
AR |
|
Outparcel |
|
|
16,800 |
|
|
Q2 |
|
Albany |
|
NY |
|
Full Site |
|
|
242,800 |
|
|
Q2 |
|
Mesa |
|
AZ |
|
Full Site |
|
|
136,000 |
|
|
Q2 |
|
San Bernadino |
|
CA |
|
Full Site |
|
|
264,700 |
|
|
Q2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11