Seritage Growth Properties Reports Fourth Quarter and Full Year 2023 Operating Results
- The company sold 68 assets in 2023, generating gross proceeds of $842.7 million.
- Seritage Growth Properties paid down $670 million of debt during the year.
- The majority of the company's remaining assets have identified counterparties or are in the market for sale.
- Positive financial and operating results for the year ended December 31, 2023.
- None.
Insights
The disposal of 68 assets by Seritage Growth Properties, resulting in gross proceeds of $842.7 million, is a significant liquidity event that has allowed the company to reduce its debt load by $670 million. This strategic move is likely aimed at improving the company's balance sheet and reducing financial risk. The debt paydown is substantial, considering the proceeds and it indicates a prioritization of financial health over expansion or other investments.
For investors, this could signal a more conservative approach by management, potentially leading to a more stable but slower growth trajectory. The market's response to such news typically hinges on the balance between debt reduction and future growth prospects. In this case, the emphasis on deleveraging could reassure investors who are concerned about the company's leverage levels.
It's also worth noting the mention of 'identified counterparties' for the majority of remaining assets, suggesting that the company is actively managing its portfolio and could be preparing for further divestitures. This could have implications for future revenue streams and the company's asset base, affecting both short-term liquidity and long-term strategic positioning.
Seritage's sale of numerous assets and the subsequent debt reduction reflect broader trends in the real estate market. Given the company's focus on retail, residential and mixed-use properties, these moves could be indicative of a strategic shift in response to changes in consumer behavior and the retail landscape. The successful sale of assets also suggests that there is healthy demand in the market for such properties, which could be a positive indicator for the sector.
However, the reduction of the company's asset base could also mean a future decrease in rental income, which is a key revenue stream for real estate investment trusts (REITs). Investors should consider the potential impact of these sales on the company's future earnings potential. Additionally, the reference to the majority of remaining assets having identified counterparties could imply that the company is nearing the end of a sell-off phase, which might lead to a period of consolidation or a pivot in strategy.
The long-term impact of these strategic choices will depend on how effectively Seritage can reinvest the proceeds from these sales into higher-yielding opportunities or improve its operational efficiency with a leaner portfolio.
“In 2023, we sold 68 assets for gross proceeds of
Sale Highlights:
-
Generated
of gross proceeds during the quarter ended December 31, 2023 from sales including:$99.5 million -
in gross proceeds from one income producing Multi-Tenant Retail asset reflecting a$27.5 million 6.4% capitalization rate; -
in gross proceeds from three income producing Non-Core assets reflecting a$15.3 million 7.0% blended capitalization rate; and -
in gross proceeds from two vacant / non-income producing Non-Core assets sold at$56.7 million PSF eliminating$54.95 of carry costs.$2.5 million
-
-
Subsequent to quarter end, generated
of gross proceeds from sales including:$48.8 million -
in gross proceeds from one income producing Multi-Tenant Retail asset reflecting a$34.0 million 7.6% capitalization rate; and -
in gross proceeds from four vacant / non-income producing Non-Core assets sold at$14.8 million PSF eliminating$28.56 of carry costs.$0.8 million
-
-
As of March 22, 2024, the Company has four assets under contract for anticipated gross proceeds of
. All assets for sale are subject to customary closing conditions. Of these four assets, one is an income producing Non-Core asset for sale with no due diligence contingencies for total anticipated gross proceeds of$53.6 million reflecting a$3.8 million 7.8% capitalization rate. In addition, of these four assets, three are under contract for sale subject to customary due diligence for total anticipated gross proceeds of , including:$49.8 million -
in gross proceeds from one income producing Multi-Tenant Retail asset reflecting a$28.0 million 5.3% capitalization rate; -
in gross proceeds from one vacant / non-income producing Non-Core asset priced at$17.1 million PSF eliminating$87.43 of carry costs; and$0.5 million -
in gross proceeds from monetizing one unconsolidated entity interest.$4.7 million
-
-
As of March 22, 2024, the Company has accepted offers on, and is currently negotiating definitive purchase and sale agreements on one unconsolidated equity interest for total gross proceeds of approximately
and one income producing Non-Core asset for total gross proceeds of approximately$7.1 million .$8.1 million
-
The Company currently has two assets in active auction processes with aggregate reserve prices of
.$10.0 million
Financial Highlights:
For the year ended December 31, 2023:
-
As of December 31, 2023, the Company had cash on hand of
, including$149.7 million of restricted cash. As of March 22, 2024, the Company had cash on hand of$15.7 million , including$132.6 million of restricted cash.$15.8 million -
Net loss attributable to common shareholders of
( , or ($159.8) million ) per share.$2.85 -
Total Net Operating Income (“Total NOI”) of
.$8.6 million -
During the year, the Company made
in principal repayments on the Company’s term loan facility having a maturity date of July 31, 2025 (the “Term Loan Facility”), reducing the balance of the Term Loan Facility to$670 million at December 31, 2023. Subsequent to year end, the Company made an additional$360 million principal repayment reducing the balance of the Term Loan Facility to$30 million as of March 22, 2024.$330 million
Other Highlights
-
Signed six leases covering 25 thousand square feet in the fourth quarter at an average projected annual net rent of
PSF.$66.96 -
Three ground floor leases covering approximately 4.2 thousand square feet at a Premier asset at a projected annual net rent of
PSF; and$103.75 -
Three upper floor leases covering approximately 20.7 thousand square feet at a Premier asset at a projected annual net rent of
PSF.$59.57
-
Three ground floor leases covering approximately 4.2 thousand square feet at a Premier asset at a projected annual net rent of
-
Opened seven tenants in the fourth quarter totaling approximately 128 thousand square feet (123 thousand square feet at share) at an average net rent of
PSF ($36.35 PSF at share).$34.75
Future Sales Projections
The data below provides additional information regarding current estimated gross sales proceeds per asset in the portfolio as of March 22, 2024, excluding assets under contract, in PSA negotiation, or in active auction processes, which are described above. The assets listed below are either being marketed or are to be marketed and, as a result, any sales thereof are anticipated to occur in 2024 and beyond. Sales projections 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
-
One Multi-Tenant Asset
-$25 $30 million -
Nine Premier Assets (
Dallas & UTC are each assumed to be sold in two transactions)-
One Asset
-$15 $20 million -
One Asset
-$30 $35 million -
Two Assets
-$40 each$45 million -
One Asset
-$50 $60 million -
One Asset
-$70 $80 million -
One Asset
-$100 $150 million -
Two Assets
–$200 each$300 million
-
One Asset
Primary Markets
-
Three Multi-Tenant Assets
-
Two Asset
-$25 each$30 million -
One Asset
-$30 $35 million
-
Two Asset
-
Three Joint Venture Assets
-$5 each$10 million -
Two Non-Core Assets
-
One Asset
-$5 $10 million -
One Asset
-$30 $35 million
-
One Asset
Secondary Markets
-
One Residential Asset with adjacent Retail asset
- 10 million$5 -
One Joint Venture Asset
-$5 $10 million -
One Non-Core Asset
-$5 $10 million
Portfolio
The table below represents a summary of the Company’s properties by planned usage as of December 31, 2023:
(in thousands except number of leases and acreage data):
Planned Usage |
|
Total |
|
Built SF / Acreage (1) |
|
Leased SF (1)(2) |
|
|
Avg. Acreage / Site |
|
||
Consolidated |
|
|
|
|
|
|
|
|
|
|
||
Multi-Tenant Retail |
|
6 |
|
963 sf / 100 acres |
|
|
690 |
|
|
|
16.7 |
|
Residential (3) |
|
2 |
|
33 sf / 19 acres |
|
|
33 |
|
|
|
9.5 |
|
Premier |
|
4 |
|
228 sf / 69 acres |
|
|
161 |
|
|
|
17.2 |
|
Non-Core (4) |
|
11 |
|
1,617 sf / 138 acres |
|
|
13 |
|
|
|
12.5 |
|
Unconsolidated |
|
|
|
|
|
|
|
|
|
|
||
Other Joint Ventures |
|
6 |
|
457 sf / 77 acres |
|
|
11 |
|
|
|
12.8 |
|
Premier |
|
3 |
|
158 sf / 57 acres |
|
|
106 |
|
|
|
19.0 |
|
(1) Square footage is presented at the Company’s proportional share.
(2) Based on signed leases at December 31, 2023.
(3) Square footage represents built ancillary retail space whereas acreage represents both retail and residential acreage.
(4) Represents assets the Company previously designated for sale.
Multi-Tenant Retail
During the three months ended December 31, 2023, the Company invested
The table below provides a summary of all Multi-Tenant Retail signed and in negotiation leases as of December 31, 2023:
(in thousands except number of leases and PSF data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Number of |
|
|
Leased |
|
|
% of Total |
|
|
Gross Annual
|
|
|
% of |
|
|
Gross Annual |
|
||||||
Tenant |
|
Leases |
|
|
GLA |
|
|
Leasable GLA |
|
|
Rent ("ABR") |
|
|
Total ABR |
|
|
Rent PSF
|
|
||||||
In-place retail leases |
|
|
27 |
|
|
|
604.1 |
|
|
|
62.7 |
% |
|
$ |
14,123.0 |
|
|
|
81.1 |
% |
|
$ |
23.38 |
|
SNO retail leases (1) |
|
|
6 |
|
|
|
86.1 |
|
|
|
8.9 |
% |
|
$ |
2,540.0 |
|
|
|
14.6 |
% |
|
|
29.53 |
|
Tenants in lease negotiation |
|
|
1 |
|
|
|
102.0 |
|
|
|
10.6 |
% |
|
$ |
749.5 |
|
|
|
4.3 |
% |
|
|
7.35 |
|
Total retail leases |
|
|
34 |
|
|
|
792.2 |
|
|
|
82.2 |
% |
|
$ |
17,412.5 |
|
|
|
100.0 |
% |
|
$ |
21.98 |
|
(1) SNO = signed not yet opened leases. |
|
|||||||||||||||||||||||
As of December 31, 2023, the Company has a leasing pipeline of over 100 thousand square feet. The Company has 604 thousand leased square feet and approximately 86 thousand square feet signed but not opened. The Company has total occupancy of
(in thousands except number of leases and PSF data) |
|
Number of |
|
|
Leased |
|
|
Gross Annual Base |
|
|
Gross Annual |
|
|
||||
|
|
SNO Leases |
|
|
GLA |
|
|
Rent ("ABR") |
|
|
Rent PSF ("ABR PSF") |
|
|
||||
As of September 30, 2023 |
|
|
7 |
|
|
|
143.3 |
|
|
|
3,054.8 |
|
|
$ |
21.36 |
|
|
Opened |
|
|
(1 |
) |
|
|
(57.2 |
) |
|
|
(514.8 |
) |
|
|
9.04 |
|
|
As of December 31, 2023 |
|
|
6 |
|
|
|
86.1 |
|
|
|
2,540.0 |
|
|
$ |
29.53 |
|
|
Premier Mixed-Use
The Company has three premier mixed-use projects in the active leasing/tenant opening stage:
The table below provides a summary of all signed leases at Premier assets as of December 31, 2023, including unconsolidated entities at the Company’s proportional share:
(in thousands except number of leases and PSF data) |
Number |
|
|
Leased |
|
|
% of Total |
|
|
Gross Annual |
|
|
% of |
|
|
Gross Annual |
|
||||||
Tenant |
of Leases |
|
|
GLA |
|
|
Leasable GLA |
|
|
Base Rent
|
|
|
Total ABR |
|
|
Rent PSF
|
|
||||||
In-place retail leases |
|
31 |
|
|
|
101.9 |
|
|
|
26.4 |
% |
|
$ |
6,709.1 |
|
|
|
40.0 |
% |
|
$ |
65.77 |
|
In-place office leases |
|
4 |
|
|
|
108.0 |
|
|
|
28.0 |
% |
|
$ |
6,763.7 |
|
|
|
40.3 |
% |
|
|
62.63 |
|
SNO retail leases as of September 30, 2023(1) |
|
16 |
|
|
|
72.2 |
|
|
|
|
|
$ |
5,387.0 |
|
|
|
|
|
|
74.82 |
|
||
Opened |
|
(4 |
) |
|
|
(38.1 |
) |
|
|
|
|
$ |
(2,227.6 |
) |
|
|
|
|
|
58.63 |
|
||
Terminated |
|
(1 |
) |
|
|
(1.6 |
) |
|
|
|
|
$ |
(174.2 |
) |
|
|
|
|
|
87.00 |
|
||
Signed |
|
6 |
|
|
|
3.5 |
|
|
|
|
|
$ |
311.6 |
|
|
|
|
|
|
78.00 |
|
||
SNO retail leases as of December 31, 2023(1) |
|
17 |
|
|
|
36.0 |
|
|
|
9.3 |
% |
|
$ |
3,296.8 |
|
|
|
19.7 |
% |
|
|
91.58 |
|
SNO office leases as of September 30, 2023(1) |
|
2 |
|
|
|
28.0 |
|
|
|
|
|
$ |
1,541.2 |
|
|
|
|
|
|
55.04 |
|
||
Opened |
|
(2 |
) |
|
|
(28.0 |
) |
|
|
|
|
$ |
(1,541.2 |
) |
|
|
|
|
|
55.04 |
|
||
SNO office leases as of December 31, 2023(1) |
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
|
$ |
— |
|
|
|
0.0 |
% |
|
|
— |
|
Total diversified leases as of December 31, 2023 |
|
52 |
|
|
|
245.9 |
|
|
|
63.7 |
% |
|
$ |
16,769.6 |
|
|
|
100.0 |
% |
|
$ |
68.20 |
|
(1) SNO = Signed not yet opened leases |
|
|
|
|
|
|
|
|
|
|
|||||||||||||
During the three months ended December 31, 2023, the Company invested
During the fourth quarter of 2023, the Company continued to advance 216 thousand square feet of office and retail leasing at the project in
With
During the fourth quarter of 2023, the Company continued to bring the project to completion. As of December 31, 2023, the property is
Financial Summary
The table below provides a summary of the Company’s financial results for the three months and year ended December 31, 2023:
(in thousands except per share amounts) |
|
Three Months Ended |
|
|
Year Ended |
|
||||||||||
|
|
December 31, 2023 |
|
|
December 31, 2022 |
|
|
December 31, 2023 |
|
|
December 31,
|
|
||||
Net income (loss) attributable to Seritage
|
|
$ |
4,739 |
|
|
$ |
91,229 |
|
|
$ |
(159,811 |
) |
|
$ |
(78,845 |
) |
Net income (loss) per share attributable to Seritage
|
|
|
0.08 |
|
|
|
1.63 |
|
|
|
(2.85 |
) |
|
|
(1.59 |
) |
Total NOI |
|
|
1,381 |
|
|
|
10,233 |
|
|
|
8,600 |
|
|
|
43,477 |
|
For the quarter ended December 31, 2023:
-
Total NOI for the fourth quarter of 2023 reflects the impact of
Total NOI relating to sold properties.$(0.6) million
Total NOI is comprised of:
(in thousands) |
|
Three Months Ended December 31, |
|
Year Ended December 31, |
||||||||||||
Consolidated Properties |
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
Multi-tenant retail |
|
$ |
2,878 |
|
|
$ |
3,622 |
|
|
$ |
11,213 |
|
|
$ |
13,026 |
|
Premier |
|
|
10 |
|
|
|
(768 |
) |
|
|
(2,261 |
) |
|
|
(2,879 |
) |
Residential |
|
|
49 |
|
|
|
9 |
|
|
|
49 |
|
|
|
— |
|
Non-Core |
|
|
(628 |
) |
|
|
(932 |
) |
|
|
(3,131 |
) |
|
|
(2,237 |
) |
Sold |
|
|
(1,494 |
) |
|
|
8,018 |
|
|
|
(1,170 |
) |
|
|
29,562 |
|
Total |
|
|
815 |
|
|
|
9,949 |
|
|
|
4,700 |
|
|
|
37,472 |
|
Unconsolidated Properties |
|
|
|
|
||||||||||||
Residential |
|
|
— |
|
|
|
112 |
|
|
|
333 |
|
|
|
189 |
|
Premier |
|
|
569 |
|
|
|
(2,707 |
) |
|
|
984 |
|
|
|
(853 |
) |
Other joint ventures |
|
|
(3 |
) |
|
|
2,879 |
|
|
|
2,583 |
|
|
|
6,669 |
|
Total |
|
|
566 |
|
|
|
284 |
|
|
|
3,900 |
|
|
|
6,005 |
|
Total NOI |
|
$ |
1,381 |
|
|
$ |
10,233 |
|
|
$ |
8,600 |
|
|
$ |
43,477 |
|
As of December 31, 2023, the Company had cash on hand of
Dividends
On February 15, 2023, the Company’s Board of Trustees declared a preferred stock dividend of
On April 27, 2023, the Company’s Board of Trustees declared a preferred stock dividend of
On July 25, 2023, the Company’s Board of Trustees declared a preferred stock dividend of
On October 30, 2023, the Company’s Board of Trustees declared a preferred stock dividend of
On February 29, 2024, the Company’s Board of Trustees declared a preferred stock dividend of
The Company’s Board of Trustees does not expect to declare dividends on its common shares until such time as the Term Loan Facility has been repaid in full.
Strategic Review
At the 2022 Annual Meeting of Shareholders on October 24, 2022, Seritage shareholders approved the Company’s Plan of Sale. The strategic review process remains ongoing as the Company executes the Plan of Sale, and the Company remains open minded to pursuing value maximizing alternatives, including a potential sale of the Company. There can be no assurance regarding the success of the process.
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 will consider various factors including, but not limited to, the breadth of the buyer universe, macroeconomic conditions, the availability and cost of financing, as well as corporate, operating and other capital expenses required to carry the asset. If these challenging market conditions persist, then we expect that they will impact the Plan of Sale proceeds from our assets and the amounts and timing of distributions to shareholders.
Non-GAAP Financial Measures
The Company makes references to NOI and Total NOI which are financial measures that include adjustments to accounting principles generally accepted in
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,” “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, management, sale and leasing of diversified retail and mixed-use properties throughout
SERITAGE GROWTH PROPERTIES
|
||||||||
|
|
December 31, 2023 |
|
December 31, 2022 |
||||
ASSETS |
|
|
|
|
||||
Investment in real estate |
|
|
|
|
||||
Land |
|
$ |
102,090 |
|
|
$ |
172,813 |
|
Buildings and improvements |
|
|
344,972 |
|
|
|
463,616 |
|
Accumulated depreciation |
|
|
(36,025 |
) |
|
|
(57,330 |
) |
|
|
|
411,037 |
|
|
|
579,099 |
|
Construction in progress |
|
|
135,305 |
|
|
|
185,324 |
|
Net investment in real estate |
|
|
546,342 |
|
|
|
764,423 |
|
Real estate held for sale |
|
|
39,332 |
|
|
|
455,617 |
|
Investment in unconsolidated entities |
|
|
196,437 |
|
|
|
382,597 |
|
Cash and cash equivalents |
|
|
134,001 |
|
|
|
133,480 |
|
Restricted cash |
|
|
15,699 |
|
|
|
11,459 |
|
Tenant and other receivables, net |
|
|
12,246 |
|
|
|
41,495 |
|
Lease intangible assets, net |
|
|
886 |
|
|
|
1,791 |
|
Prepaid expenses, deferred expenses and other assets, net |
|
|
28,921 |
|
|
|
50,859 |
|
Total assets (1) |
|
$ |
973,864 |
|
|
$ |
1,841,721 |
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
|
||||
Liabilities |
|
|
|
|
||||
Term loan facility, net |
|
$ |
360,000 |
|
|
$ |
1,029,754 |
|
Accounts payable, accrued expenses and other liabilities |
|
|
50,700 |
|
|
|
89,368 |
|
Total liabilities (1) |
|
|
410,700 |
|
|
|
1,119,122 |
|
|
|
|
|
|
||||
Commitments and contingencies (Note 9) |
|
|
|
|
||||
|
|
|
|
|
||||
Shareholders' Equity |
|
|
|
|
||||
Class A common shares |
|
|
562 |
|
|
|
561 |
|
Series A preferred shares |
|
|
28 |
|
|
|
28 |
|
Additional paid-in capital |
|
|
1,361,742 |
|
|
|
1,360,411 |
|
Accumulated deficit |
|
|
(800,342 |
) |
|
|
(640,531 |
) |
Total shareholders' equity |
|
|
561,990 |
|
|
|
720,469 |
|
Non-controlling interests |
|
|
1,174 |
|
|
|
2,130 |
|
Total equity |
|
|
563,164 |
|
|
|
722,599 |
|
Total liabilities and equity |
|
$ |
973,864 |
|
|
$ |
1,841,721 |
|
(1) The Company's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated balance sheets, as of December 31, 2023, include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: |
||||||||
SERITAGE GROWTH PROPERTIES
|
||||||||||||
|
|
Year Ended
|
||||||||||
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2021 |
|
REVENUE |
|
|
|
|
|
|
||||||
Rental income |
|
$ |
15,060 |
|
|
$ |
104,609 |
|
|
$ |
115,651 |
|
Management and other fee income |
|
|
5,719 |
|
|
|
2,446 |
|
|
|
1,032 |
|
Total revenue |
|
|
20,779 |
|
|
|
107,055 |
|
|
|
116,683 |
|
EXPENSES |
|
|
|
|
|
|
||||||
Property operating |
|
|
21,282 |
|
|
|
41,770 |
|
|
|
45,007 |
|
Real estate taxes |
|
|
6,128 |
|
|
|
23,950 |
|
|
|
35,256 |
|
Depreciation and amortization |
|
|
14,471 |
|
|
|
41,114 |
|
|
|
51,199 |
|
General and administrative |
|
|
45,988 |
|
|
|
47,634 |
|
|
|
41,949 |
|
Litigation settlement |
|
|
— |
|
|
|
35,533 |
|
|
|
— |
|
Total expenses |
|
|
87,869 |
|
|
|
190,001 |
|
|
|
173,411 |
|
Gain on sale of real estate, net |
|
|
96,214 |
|
|
|
211,936 |
|
|
|
221,681 |
|
Gain (loss) on sale of interest in unconsolidated entities |
|
|
6,407 |
|
|
|
(677 |
) |
|
|
— |
|
Impairment of real estate assets |
|
|
(107,043 |
) |
|
|
(126,887 |
) |
|
|
(95,826 |
) |
Equity in loss of unconsolidated entities |
|
|
(55,857 |
) |
|
|
(72,080 |
) |
|
|
(9,226 |
) |
Interest and other income, net |
|
|
17,067 |
|
|
|
37,753 |
|
|
|
9,285 |
|
Interest expense |
|
|
(44,571 |
) |
|
|
(86,730 |
) |
|
|
(107,975 |
) |
Loss before income taxes |
|
|
(154,873 |
) |
|
|
(119,631 |
) |
|
|
(38,789 |
) |
Provision for income taxes |
|
|
(38 |
) |
|
|
(466 |
) |
|
|
(196 |
) |
Net loss |
|
|
(154,911 |
) |
|
|
(120,097 |
) |
|
|
(38,985 |
) |
Net loss attributable to non-controlling interests |
|
|
— |
|
|
|
46,152 |
|
|
|
10,836 |
|
Net loss attributable to Seritage |
|
$ |
(154,911 |
) |
|
$ |
(73,945 |
) |
|
$ |
(28,149 |
) |
Preferred dividends |
|
|
(4,900 |
) |
|
|
(4,900 |
) |
|
|
(4,900 |
) |
Net loss attributable to Seritage common shareholders |
|
$ |
(159,811 |
) |
|
$ |
(78,845 |
) |
|
$ |
(33,049 |
) |
|
|
|
|
|
|
|
||||||
Net loss per share attributable to Seritage Class A
|
|
$ |
(2.85 |
) |
|
$ |
(1.59 |
) |
|
$ |
(0.78 |
) |
Net loss per share attributable to Seritage Class A
|
|
$ |
(2.85 |
) |
|
$ |
(1.59 |
) |
|
$ |
(0.78 |
) |
Weighted average Class A common shares
|
|
|
56,151 |
|
|
|
49,729 |
|
|
|
42,393 |
|
Weighted average Class A common shares
|
|
|
56,151 |
|
|
|
49,729 |
|
|
|
42,393 |
|
Reconciliation of Net Loss to NOI and Total NOI (in thousands)
|
|
Year Ended December 31, |
||||||||||
NOI and Total NOI |
|
|
2023 |
|
|
|
2022 |
|
|
|
2021 |
|
Net loss |
|
$ |
(154,911 |
) |
|
$ |
(120,097 |
) |
|
$ |
(38,985 |
) |
Termination fee income |
|
|
— |
|
|
|
(369 |
) |
|
|
(3,378 |
) |
Management and other fee income |
|
|
(5,719 |
) |
|
|
(2,446 |
) |
|
|
(1,032 |
) |
Depreciation and amortization |
|
|
14,471 |
|
|
|
41,114 |
|
|
|
51,199 |
|
General and administrative expenses |
|
|
45,988 |
|
|
|
47,634 |
|
|
|
41,949 |
|
Litigation settlement |
|
|
— |
|
|
|
35,533 |
|
|
|
— |
|
Equity in loss of unconsolidated entities |
|
|
55,857 |
|
|
|
72,080 |
|
|
|
9,226 |
|
(Gain) loss on sale of interest in unconsolidated entities |
|
|
(6,407 |
) |
|
|
677 |
|
|
|
— |
|
Gain on sale of real estate, net |
|
|
(96,214 |
) |
|
|
(211,936 |
) |
|
|
(221,681 |
) |
Impairment of real estate assets |
|
|
107,043 |
|
|
|
126,887 |
|
|
|
95,826 |
|
Interest and other income, net |
|
|
(17,067 |
) |
|
|
(37,753 |
) |
|
|
(9,285 |
) |
Interest expense |
|
|
44,571 |
|
|
|
86,730 |
|
|
|
107,975 |
|
Provision for income taxes |
|
|
38 |
|
|
|
466 |
|
|
|
196 |
|
Straight-line rent |
|
|
16,874 |
|
|
|
(1,271 |
) |
|
|
(2,269 |
) |
Above/below market rental expense |
|
|
176 |
|
|
|
223 |
|
|
|
176 |
|
NOI |
|
$ |
4,700 |
|
|
$ |
37,472 |
|
|
$ |
29,917 |
|
Unconsolidated entities |
|
|
|
|
|
|
||||||
Net operating income of unconsolidated entities |
|
|
8,384 |
|
|
|
7,785 |
|
|
|
6,942 |
|
Straight-line rent |
|
|
(4,512 |
) |
|
|
(1,017 |
) |
|
|
(885 |
) |
Above/below market rental expense |
|
|
28 |
|
|
|
24 |
|
|
|
131 |
|
Termination fee income |
|
|
— |
|
|
|
(787 |
) |
|
|
(588 |
) |
Total NOI |
|
$ |
8,600 |
|
|
$ |
43,477 |
|
|
$ |
35,517 |
|
View source version on businesswire.com: https://www.businesswire.com/news/home/20240401806774/en/
Seritage Growth Properties
(212) 355-7800
IR@Seritage.com
Source: Seritage Growth Properties
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