Seritage Growth Properties Reports First Quarter 2022 Operating Results
Seritage Growth Properties (NYSE: SRG) reported its financial results for Q1 2022, revealing a net loss of $53.4 million or $1.22 per share, while Total Net Operating Income stood at $10.5 million. The company announced its transition from a REIT to a C Corporation, allowing greater financial flexibility. During the quarter, 13 leases were signed, covering 249,000 square feet at an average rent of $47.84 PSF. The company also paused some asset sales during this transition. Subsequent to the quarter, additional leases and property sales have been initiated, indicating ongoing recovery efforts amidst strategic reviews.
- Transition to C Corporation status provides flexibility in cash flow utilization.
- Signed 13 leases covering 249,000 square feet at an average rent of $47.84 PSF.
- Generated $9.0 million through asset sales in Q1 and an additional $74.7 million subsequently.
- Leases and development activity indicate growth potential with a pipeline of over 275,000 square feet in negotiations.
- Net loss of $53.4 million for Q1 2022, a significant financial setback.
- Cash flow challenges indicated by the need to pause property sales until C Corporation transition was decided.
“2022 is off to a great start. The quarter has been marked by strong momentum in leasing, significant new tenant openings, progress on current developments and entitlements, as well as robust sales activity on the disposition pipeline. This quarter demonstrates that even while exploring strategic alternatives for the Company, we can and will continue implementing our value creation activities across every facet of the portfolio” said
REIT Status
On
Financial Highlights:
For the three months ended
-
Net income attributable to common shareholders of
( , or ($53.4) million ) per share$1.22 -
Total Net Operating Income (“Total NOI”) of
$10.5 million -
As of
March 31, 2022 , the Company had cash on hand of , including$61.0 million of restricted cash$7.2 million
Highlights
-
Signed 13 leases covering 249 thousand square feet (178 thousand at share) in the first quarter at an average projected annual rent of
PSF ($47.84 PSF at share).$39.75 - Signed leases in the first quarter included:
-
A new lease with Amazon at San Diego UTC covering approximately 123 thousand square feet (61.5 thousand at share) with an average projected annual rent of
PSF gross;$68.40 -
Seven new leases covering approximately 33 thousand square feet (26 thousand at share) of retail at Premier assets at an average projected annual rent of
PSF ($64.11 PSF at share) net;$61.40 -
Two leases covering approximately 86 thousand square feet at Multi-Tenant Retail assets at an average projected annual rent of
PSF gross, bringing occupancy of the Multi-Tenant Retail portfolio up to$12.00 82.7% ; -
One retail lease covering approximately three thousand square feet at a Non-Core asset at an average projected annual rent of
PSF net; and$52.04 -
Two retail leases covering approximately four thousand square feet (two thousand at share) at other unconsolidated entities signed at an average projected annual rent of
PSF net;$44.01 -
Subsequent to quarter end, the Company has signed additional leases totaling 61 thousand square feet at a base rent of
PSF net. The Company currently has a pipeline of leases in active negotiations of over 275 thousand square feet at an average rent of$23.75 PSF net ($32.19 PSF at share) projected to bring the Company's occupancy up to$31.63 85.3% and68.9% for MT Retail and Premier Mixed-use, respectively; - Leases signed subsequent to quarter end were:
-
43 thousand square feet of retail at Multi-Tenant Retail assets at a base rent of
PSF net;$18.57 -
Four thousand square feet of retail at Premier assets at a base rent of
PSF net; and$105.00 -
14 thousand square feet of retail at Premier at Non-core assets at a base rent of
PSF net;$16.00 -
Brought 19 tenants online representing 327 thousand square feet (293 thousand at share) and
in annual base rent ($5 million at share);$4.1 million -
Generated
of gross proceeds through disposition activity during the three months ended$9.0 million March 31, 2022 . The Company temporarily slowed the pace of closings until the election to be taxed as aC Corporation . Subsequent to quarter end, the Company generated of gross proceeds through disposition activity. The Company has additional asset sales under contract for anticipated gross proceeds of$74.7 million , subject to buyer diligence and closing conditions; and$85.0 million -
Seritage is currently marketing over
of properties for sale at estimated fair value (before considering the strategic review process), which would provide sufficient proceeds to qualify the Company for the extension of its$700 million term loan facility (the “Term Loan Facility”), assuming all deals closed prior to$1.44 billion July 2023 as anticipated.
Portfolio
The table below represents a summary of the Company’s properties by planned usage as of
Planned Usage | Total |
Built SF / Acreage (2) | Leased SF (2)(3) | Avg. Acreage / Site | ||||
Consolidated | ||||||||
Multi-Tenant Retail | 40 |
5,422 sf / 532 acres | 4,483 |
13.3 |
||||
Residential | 31 |
672 sf (4) / 423 acres | 232 |
13.6 |
||||
Premier (5) | 5 |
285 sf / 99 acres | 169 |
19.8 |
||||
Non-Core (1) | 60 |
8,804 sf / 740 acres | 1,563 |
12.3 |
||||
Unconsolidated |
|
|||||||
Other Entities | 21 |
1,599 sf / 310 acres | 549 |
14.8 |
||||
Residential | 2 |
106 sf (4) / 23 acres | 25 |
11.3 |
||||
Premier (5) | 2 |
165 sf / 16 acres | 99 |
8.0 |
(1) |
Represents assets the Company may strategically monetize |
|
(2) |
Square footage is presented at the Company’s proportional share |
|
(3) |
Based on signed leases at |
|
(4) |
Represents tenants currently in place at assets intended for residential use |
|
(5) |
Refer to Premier Mixed-Use below for information on entitlements |
Multi-Tenant Retail
During the three months ended
The table below provides a summary of all Multi-Tenant Retail signed leases as of
(in thousands except number of leases and PSF data) | ||||||||||||
Number of | Leased | % of Total | Gross Annual Base | % of | Gross Annual | |||||||
Tenant | Leases | GLA | Leasable GLA | Rent ("ABR") | Total ABR | Rent PSF ("ABR PSF") | ||||||
In-place retail leases | 149 |
3,919 |
|
|
|
|
||||||
SNO retail leases (1) | 21 |
563 |
|
8,648 |
|
15.35 |
||||||
Total retail leases | 170 |
4,482 |
|
|
|
|
(1) SNO = signed not yet opened leases.
During the three months ended
(in thousands except number of leases and PSF data) | Number of | Annual | ||||||
SNO Leases | GLA | ABR | Rent PSF | |||||
As of |
25 |
566 |
|
|
||||
Opened | (8) |
(129) |
(2,373) |
18.37 |
||||
Signed | 3 |
123 |
1,444 |
11.75 |
||||
Asset Category Changes (1) | 1 |
3 |
132 |
38.00 |
||||
As of |
21 |
563 |
|
|
(1) Represents SRG assets that were moved into the MT Retail category during the first quarter of 2022.
Premier Mixed-Use
The Company has three premier mixed-use projects in the active leasing stage:
During the first quarter of 2022, the Company continued to advance 216,000 square feet of mixed-use activation at the project in
During the quarter ended
San Diego UTC:
The Company successfully opened its project at UTC in
During the quarter ended
The table below provides a summary of all signed leases at Premier assets as of
(in thousands except number of leases and PSF data) | ||||||||||||
Number of | Leased | % of Total | Gross Annual Base | % of | Gross Annual | |||||||
Tenant | Leases | GLA | Leasable GLA | Rent ("ABR") | Total ABR | Rent PSF ("ABR PSF") | ||||||
In-place retail leases | 18 |
76 |
|
|
|
|
||||||
SNO retail leases (1) | 23 |
107 |
|
8,373 |
|
78.62 |
||||||
SNO office\ leases (1) | 3 |
106 |
|
6,218 |
|
58.46 |
||||||
Total retail leases | 44 |
289 |
|
|
|
|
(in thousands except number of leases and PSF data) | Number of | Annual | ||||||
SNO Leases | GLA | ABR | Rent PSF | |||||
As of |
22 |
163 |
|
|
||||
Opened | (3) |
(2) |
(195) |
81.22 |
||||
Sold / Contributed to JVs / terminated | (1) |
(36) |
(1,002) |
28.00 |
||||
Signed | 8 |
88 |
5,815 |
66.33 |
||||
As of |
26 |
213 |
|
|
During the three months ended
Residential
During the first quarter of 2022, the Company received full entitlements for 300 units at its property on
Dispositions
First quarter disposition closings were paused until the Company made the decision to revoke its REIT status. As such, during the three months ended
During that time the Company was able to generate a robust sales pipeline. As of
Financial Summary
The table below provides a summary of the Company’s financial results for the three months ended
(in thousands except per share amounts) | Three Months Ended | ||||||
Net (loss)/income attributable to Seritage common shareholders |
$ |
(53,430 |
) |
$ |
71,721 |
||
Net (loss)/income per share attributable to Seritage common shareholders |
|
(1.22 |
) |
|
1.64 |
||
Total NOI |
|
10,493 |
|
|
10,456 |
For the quarter ended
- Total NOI for the first quarter of 2022 reflects the impact of property sales and the commencement of new leases in the first quarter.
(in thousands) | Three Months Ended | |||||||
Multi-tenant retail | $ |
13,635 |
|
$ |
10,674 |
|
||
Premier |
|
(1,400 |
) |
|
(468 |
) |
||
Residential |
|
(2,171 |
) |
|
(2,286 |
) |
||
Sell |
|
(1,150 |
) |
|
(338 |
) |
||
Sold |
|
55 |
|
|
326 |
|
||
Total |
|
8,969 |
|
|
7,908 |
|
||
Residential |
|
(289 |
) |
|
- |
|
||
Premier |
|
(209 |
) |
|
145 |
|
||
Other joint ventures |
|
2,022 |
|
|
1,380 |
|
||
Total |
|
1,524 |
|
|
1,525 |
|
||
Total NOI | $ |
10,493 |
|
$ |
9,433 |
|
-
The Company collected
96% of its billed rent and other recoverable expenses for the first quarter and there were no additional deferrals.
As of
Dividends
On
On
The Company’s
On
On
On
Review of Strategic Alternatives
On
Supplemental Report
A Supplemental Report will be available in the Investors section of the Company’s website, www.seritage.com.
COVID-19 Pandemic
The Coronavirus (“COVID-19”) pandemic has caused significant impacts on the real estate industry in
As a result of the development, fluidity and uncertainty surrounding this situation, the Company expects that these conditions may change, potentially significantly, in future periods and results for the three months ended
Non-GAAP Financial Measures
The Company makes reference to NOI and Total NOI which are financial measures that include adjustments to accounting principles generally accepted in
Neither of NOI or Total NOI are measures that (i) represent cash flow from operations as defined by GAAP; (ii) are indicative of cash available to fund all cash flow needs, including the ability to make distributions; (iii) are alternatives to cash flow as a measure of liquidity; or (iv) should be considered alternatives to net income (which is determined in accordance with GAAP) for purposes of evaluating the Company’s operating performance. Reconciliations of these measures to the respective GAAP measures the Company deems most comparable have been provided in the tables accompanying this press release.
Net Operating Income ("NOI”) and Total NOI
NOI is defined as income from property operations less property operating expenses. Other real estate companies may use different methodologies for calculating NOI, and accordingly the Company’s depiction of NOI may not be comparable to other real estate companies. The Company believes NOI provides useful information regarding Seritage, its financial condition, and results of operations because it reflects only those income and expense items that are incurred at the property level.
The Company also uses Total NOI, which includes its proportional share of unconsolidated properties. This form of presentation offers insights into the financial performance and condition of the Company as a whole given the Company’s ownership of unconsolidated properties that are accounted for under GAAP using the equity method.
The Company also considers NOI and Total NOI to be a helpful supplemental measure of its operating performance because it excludes from NOI variable items such as termination fee income, as well as non-cash items such as straight-line rent and amortization of lease intangibles.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, which may cause actual results to differ significantly from those expressed in any forward-looking statement. Factors that could cause or contribute to such differences include, but are not limited to: declines in retail, real estate and general economic conditions; the impact of the COVID-19 pandemic on the business of the Company’s tenants and business, income, cash flow, results of operations, financial condition, liquidity, prospects, ability to service the Company’s debt obligations and ability to pay dividends and other distributions to shareholders, the Company’s historical exposure to Sears Holdings and the effects of its previously announced bankruptcy filing; the litigation filed against us and other defendants in the Sears Holdings adversarial proceeding pending in bankruptcy court; risks relating to redevelopment activities; contingencies to the commencement of rent under leases; the terms of the Company’s indebtedness and other legal requirements to which the Company is subject; failure to achieve expected occupancy and/or rent levels within the projected time frame or at all; the impact of ongoing negative operating cash flow on the Company’s ability to fund operations and ongoing development; the Company’s ability to access or obtain sufficient sources of financing to fund the Company’s liquidity needs; the Company’s relatively limited history as an operating company; and environmental, health, safety and land use laws and regulations. For additional discussion of these and other applicable risks, assumptions and uncertainties, see the “Risk Factors” and forward-looking statement disclosure contained in the Company’s filings with the
About
Seritage is principally engaged in the ownership, development, redevelopment, management and leasing of retail and mixed-use properties throughout
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)
ASSETS | ||||||||
Investment in real estate | ||||||||
Land | $ |
437,431 |
|
$ |
475,667 |
|
||
Buildings and improvements |
|
927,214 |
|
|
994,221 |
|
||
Accumulated depreciation |
|
(153,454 |
) |
|
(154,971 |
) |
||
|
1,211,191 |
|
|
1,314,917 |
|
|||
Construction in progress |
|
388,323 |
|
|
381,194 |
|
||
Net investment in real estate |
|
1,599,514 |
|
|
1,696,111 |
|
||
Real estate held for sale |
|
92,078 |
|
|
— |
|
||
Investment in unconsolidated entities |
|
471,271 |
|
|
498,563 |
|
||
Cash and cash equivalents |
|
53,807 |
|
|
106,602 |
|
||
Restricted cash |
|
7,152 |
|
|
7,151 |
|
||
Tenant and other receivables, net |
|
38,172 |
|
|
29,111 |
|
||
Lease intangible assets, net |
|
13,151 |
|
|
14,817 |
|
||
Prepaid expenses, deferred expenses and other assets, net |
|
60,828 |
|
|
61,783 |
|
||
Total assets (1) | $ |
2,335,973 |
|
$ |
2,414,138 |
|
||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
Liabilities | ||||||||
Term loan facility, net | $ |
1,439,437 |
|
$ |
1,439,332 |
|
||
Sales-leaseback financing obligations |
|
20,639 |
|
|
20,627 |
|
||
Accounts payable, accrued expenses and other liabilities |
|
98,773 |
|
|
109,379 |
|
||
Total liabilities (1) |
|
1,558,849 |
|
|
1,569,338 |
|
||
Commitments and contingencies (Note 9) | ||||||||
Shareholders' Equity | ||||||||
Class A common shares 43,675,446 and 43,632,364 shares issued and outstanding as of |
|
437 |
|
|
436 |
|
||
Series A preferred shares 2,800,000 shares issued and outstanding as of |
|
28 |
|
|
28 |
|
||
Additional paid-in capital |
|
1,241,583 |
|
|
1,241,048 |
|
||
Accumulated deficit |
|
(607,201 |
) |
|
(553,771 |
) |
||
Total shareholders' equity |
|
634,847 |
|
|
687,741 |
|
||
Non-controlling interests |
|
142,277 |
|
|
157,059 |
|
||
Total equity |
|
777,124 |
|
|
844,800 |
|
||
Total liabilities and shareholders' equity | $ |
2,335,973 |
|
$ |
2,414,138 |
|
||
(1) The Company's condensed consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The condensed consolidated balance sheets, as of |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended |
||||||||
|
2022 |
|
|
2021 |
|
|||
REVENUE | ||||||||
Rental income | $ |
29,084 |
|
$ |
31,146 |
|
||
Management and other fee income |
|
1,821 |
|
|
135 |
|
||
Total revenue |
|
30,905 |
|
|
31,281 |
|
||
EXPENSES | ||||||||
Property operating |
|
11,032 |
|
|
10,643 |
|
||
Real estate taxes |
|
8,150 |
|
|
10,155 |
|
||
Depreciation and amortization |
|
11,934 |
|
|
13,142 |
|
||
General and administrative |
|
9,092 |
|
|
11,232 |
|
||
Total expenses |
|
40,208 |
|
|
45,172 |
|
||
(Loss)/gain on sale of real estate, net |
|
(1,015 |
) |
|
24,208 |
|
||
Impairment of real estate assets |
|
(991 |
) |
|
(1,700 |
) |
||
Equity in loss of unconsolidated entities |
|
(33,076 |
) |
|
(1,162 |
) |
||
Interest and other income |
|
11 |
|
|
7,624 |
|
||
Interest expense |
|
(22,588 |
) |
|
(26,150 |
) |
||
Loss before taxes |
|
(66,962 |
) |
|
(11,071 |
) |
||
(Provision)/benefit from income taxes |
|
(25 |
) |
|
138 |
|
||
Net loss |
|
(66,987 |
) |
|
(10,933 |
) |
||
Net loss attributable to non-controlling interests |
|
14,782 |
|
|
3,213 |
|
||
Net loss attributable to Seritage | $ |
(52,205 |
) |
$ |
(7,720 |
) |
||
Preferred dividends |
|
(1,225 |
) |
|
(1,225 |
) |
||
Net loss attributable to Seritage common shareholders | $ |
(53,430 |
) |
$ |
(8,945 |
) |
||
Net loss per share attributable to Seritage Class A common shareholders - Basic |
$ |
(1.22 |
) |
$ |
(0.23 |
) |
||
Net loss per share attributable to Seritage Class A common shareholders - Diluted |
$ |
(1.22 |
) |
$ |
(0.23 |
) |
||
Weighted average Class A common shares outstanding - Basic |
|
43,634 |
|
|
39,477 |
|
||
Weighted average Class A common shares outstanding - Diluted |
|
43,634 |
|
|
39,477 |
|
Reconciliation of Net Income/(Loss) to NOI and Total NOI (in thousands)
Three Months Ended | ||||||||||||
NOI and Total NOI |
|
|
|
|||||||||
Net (loss)/income | $ |
(66,987 |
) |
$ |
93,601 |
|
$ |
(10,933 |
) |
|||
Termination fee income |
|
(277 |
) |
|
(388 |
) |
|
(2,611 |
) |
|||
Management and other fee (income) |
|
(1,821 |
) |
|
(434 |
) |
|
(135 |
) |
|||
Depreciation and amortization |
|
11,934 |
|
|
11,570 |
|
|
13,142 |
|
|||
General and administrative expenses |
|
9,092 |
|
|
9,947 |
|
|
11,232 |
|
|||
Equity in loss of unconsolidated entities |
|
33,076 |
|
|
202 |
|
|
1,162 |
|
|||
(Gain)/loss on sale of real estate, net |
|
1,015 |
|
|
(156,602 |
) |
|
(24,208 |
) |
|||
Impairment of real estate assets |
|
991 |
|
|
25,773 |
|
|
1,700 |
|
|||
Interest and other income |
|
(11 |
) |
|
(1,083 |
) |
|
(7,624 |
) |
|||
Interest expense |
|
22,588 |
|
|
26,128 |
|
|
26,150 |
|
|||
Provision/(benefit) from income taxes |
|
25 |
|
|
(2 |
) |
|
(138 |
) |
|||
Straight-line rent/(expense) |
|
(721 |
) |
|
(236 |
) |
|
210 |
|
|||
Above/below market rental (income)/expense |
|
65 |
|
|
65 |
|
|
(39 |
) |
|||
NOI | $ |
8,969 |
|
$ |
8,541 |
|
$ |
7,908 |
|
|||
Unconsolidated entities | ||||||||||||
Net operating income of unconsolidated entities |
|
1,846 |
|
|
2,193 |
|
|
2,437 |
|
|||
Straight-line rent/(expense) |
|
(328 |
) |
|
(309 |
) |
|
(137 |
) |
|||
Above/below market rental (income)/expense |
|
6 |
|
|
12 |
|
|
(33 |
) |
|||
Termination fee (income)/expense |
|
— |
|
|
19 |
|
|
(742 |
) |
|||
Total NOI | $ |
10,493 |
|
$ |
10,456 |
|
$ |
9,433 |
|
View source version on businesswire.com: https://www.businesswire.com/news/home/20220510006363/en/
(212) 355-7800
IR@Seritage.com
Source:
FAQ
What were the financial results of Seritage Growth Properties in Q1 2022?
What is the significance of Seritage's change to a C Corporation?
How many leases did Seritage sign in Q1 2022, and what was the average rent?
What were the asset sales results for Seritage in Q1 2022?