Seritage Growth Properties Reports Fourth Quarter and Full Year 2024 Operating Results
"This quarter we have made strides to ready more assets for sale: signing critical leases, achieving partnership approvals, securing zoning and other important milestones. As a result, we anticipate that a majority of our assets, whether fully or partially for certain assets anticipated to be sold in multiple transactions, will be in the market in 2025. These include a mix of large development sites, smaller leased properties and vacant assets, all of which have varying anticipated sales processes and closing timelines. In sum, although we have had fewer closings this quarter than previous ones, we have made significant progress towards the completion of our Plan of Sale” said Andrea Olshan, CEO & President.
Q4 Sale Highlights:
-
Generated
$50.8 million $92.87 $1.2 million $11.0 million -
Subsequent to December 31, 2024, generated
$29.9 million 7.7% capitalization rate. -
As of March 31, 2025, the Company has one asset owned by our consolidated joint venture under contract for sale subject to customary due diligence for anticipated gross proceeds of
$14.0 million $11.2 million -
The Company is currently negotiating a definitive purchase and sale agreement on one premier development asset for anticipated gross proceeds of approximately
$70.0 million
Financial Highlights:
For the year ended December 31, 2024:
-
As of December 31, 2024, the Company had cash on hand of
$97.7 million $12.5 million $107.0 million $12.5 million -
During the year ended December 31, 2024, the Company invested
$27.5 million $9.3 million -
Net loss attributable to common shareholders of
$(158.4) million $2.82 -
Net Operating Income-cash basis at share (“NOI-cash basis at share”) of
$2.6 million -
During the year, the Company made
$120.0 million $240.0 million
Future Sales Projections
The data below provides additional information regarding current estimated gross sales proceeds per asset in the portfolio as of March 31, 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 later in 2025 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
-
One Multi-Tenant Asset
$25 $30 million -
Eight Premier Assets (
Dallas &San Diego are each assumed to be sold in two transactions)-
One Asset
$15 $20 million -
One Asset
$20 $30 million -
Three Assets
$30 $40 million -
One Asset
$60 $70 million -
One Asset
$100 $150 million -
One Asset
$150 $200 million
-
One Asset
Primary Markets
-
One Multi-Tenant Asset
$25 $30 million -
Two Joint Venture Assets
$5 $10 million -
One Joint Venture Asset under
$5 million
Secondary Markets
-
One Retail Asset
$5 $10 million -
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, 2024 (in thousands except number of leases and acreage data):
Planned Usage |
|
Total |
|
|
Built SF / Acreage (1) |
|
Leased SF (2) (3) |
|
|
Avg. Acreage / Site |
|
|||
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|||
Multi-Tenant Retail |
|
|
3 |
|
|
507 sf / 63 acres |
|
|
335 |
|
|
|
20.9 |
|
Residential (3) |
|
|
2 |
|
|
33 sf / 19 acres |
|
|
33 |
|
|
|
9.5 |
|
Premier |
|
|
4 |
|
|
228 sf / 69 acres |
|
|
182 |
|
|
|
17.2 |
|
Non-Core (4) |
|
|
1 |
|
|
134 sf / 15 acres |
|
|
0 |
|
|
|
14.8 |
|
Unconsolidated |
|
|
|
|
|
|
|
|
|
|
|
|||
Other Entities |
|
|
4 |
|
|
258 sf / 52 acres |
|
|
5 |
|
|
|
13.0 |
|
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, 2024.
(3) Square footage represents built ancillary retail space whereas acreage represents both retail and residential acreage. Retail and residential are counted separately.
(4) Represents assets the Company previously designated for sale.
Multi-Tenant Retail
The table below provides a summary of all Multi-Tenant Retail signed and in negotiation leases as of December 31, 2024 (in thousands except for number of leases and PSF data):
Tenant |
|
Number of
|
|
|
Leased GLA |
|
|
% of Total
|
|
|
Gross Annual
|
|
|
% of Total
|
|
|
Gross Annual
|
|
||||||
In-place retail leases |
|
|
10 |
|
|
|
335.2 |
|
|
|
66.1 |
% |
|
$ |
8,895.0 |
|
|
|
93.1 |
% |
|
$ |
26.54 |
|
Tenants in lease negotiation |
|
|
1 |
|
|
|
141.1 |
|
|
|
27.9 |
% |
|
$ |
663.4 |
|
|
|
6.9 |
% |
|
|
4.70 |
|
Total retail leases |
|
|
11 |
|
|
|
476.3 |
|
|
|
94.0 |
% |
|
$ |
9,558.4 |
|
|
|
100.0 |
% |
|
$ |
20.07 |
|
(1) SNO = signed not yet opened leases. |
|
|||||||||||||||||||||||
During the three months ended December 31, 2024, the Company had a leasing pipeline of over 141 thousand square feet. Subsequent to year end, a lease for 141 thousand square feet was executed. The Company has 335 thousand leased square feet. The Company has total occupancy of
Premier Mixed-Use
As of December 31, 2024, the Company has 349 thousand in-place leased square feet (242 thousand square feet at share), 46 thousand square feet signed but not opened (46 thousand square feet at share), and 148 thousand square feet available for lease (97 thousand square feet at share).
The table below provides a summary of all signed leases at Premier assets as of December 31, 2024, including unconsolidated entities at the Company’s proportional share (in thousands except for number of leases and PSF data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Tenant |
Number of
|
|
|
Leased
|
|
|
% of
|
|
|
Gross Annual
|
|
|
% of
|
|
|
Gross Annual Rent
|
|
||||||
In-place retail leases |
|
41 |
|
|
|
134.5 |
|
|
|
26.4 |
% |
|
$ |
9,614.6 |
|
|
|
57.3 |
% |
|
$ |
71.48 |
|
In-place office leases |
|
4 |
|
|
|
108.0 |
|
|
|
28.0 |
% |
|
$ |
6,936.9 |
|
|
|
41.4 |
% |
|
|
63.35 |
|
SNO retail leases as of September 30, 2024(1) |
|
12 |
|
|
|
46.7 |
|
|
|
|
|
$ |
3,688.1 |
|
|
|
|
|
|
78.90 |
|
||
Opened |
|
(1 |
) |
|
|
(1.1 |
) |
|
|
|
|
$ |
(111.1 |
) |
|
|
|
|
|
101.00 |
|
||
SNO retail leases as of December 31, 2024(1) |
|
11 |
|
|
|
45.6 |
|
|
|
8.3 |
% |
|
|
3,577.0 |
|
|
|
21.3 |
% |
|
|
78.44 |
|
Total diversified leases as of December 31, 2024 |
|
56 |
|
|
|
288.1 |
|
|
|
63.7 |
% |
|
$ |
16,769.6 |
|
|
|
100.0 |
% |
|
$ |
58.21 |
|
(1) SNO = Signed not yet opened leases |
|
|
|
|
|
|
|
|
|
|
|||||||||||||
During the fourth quarter of 2024, the Company continued to advance 216 thousand square feet of office and retail leasing at the project in
Financial Summary
The table below provides a summary of the Company’s financial results for the three months and year ended December 31, 2024:
(in thousands except per share amounts) |
|
Three Months Ended |
|
|
Year Ended |
|
||||||||||
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
|
December 31, 2024 |
|
|
December 31,
|
|
||||
Net income (loss) attributable to Seritage
|
|
$ |
(12,576 |
) |
|
$ |
4,739 |
|
|
$ |
(158,436 |
) |
|
$ |
(159,811 |
) |
Net income (loss) per share attributable to Seritage
|
|
|
(0.22 |
) |
|
|
0.08 |
|
|
|
(2.82 |
) |
|
|
(2.85 |
) |
NOI-cash basis at share |
|
|
3,522 |
|
|
|
1,381 |
|
|
|
2,588 |
|
|
|
8,600 |
|
For the quarter ended December 31, 2024, NOI-cash basis at share reflects the impact of
As of December 31, 2024, the Company had cash on hand of
Litigation Matters
On July 1, 2024, a purported shareholder of the Company filed a class action lawsuit in the
Dividends
On February 29, 2024, the Company’s Board of Trustees declared a preferred stock dividend of
On May 2, 2024, the Company’s Board of Trustees declared a preferred stock dividend of
On July 31, 2024, the Company’s Board of Trustees declared a preferred stock dividend of
On October 28, 2024, the Company’s Board of Trustees declared a preferred stock dividend of
On February 26, 2025, the Company’s Board of Trustees declared a preferred stock dividend of
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.
Appointment of New Chief Executive Officer and President
On March 28, 2025, we announced that our Board of Trustees and Andrea L. Olshan have agreed that Ms. Olshan will step down as the Company’s Chief Executive Officer and President (“CEO”) and as a member of the Board effective as of April 11, 2025 (the “Separation Date”). Also on March 28, 2025, we announced that our Board of Trustees appointed Board Chairman Adam Metz as Interim CEO as of the Separation Date. In his role as Interim CEO, Mr. Metz will serve as the principal executive officer of the Company until his successor is duly appointed and qualified, or until his earlier termination or removal, and will receive a monthly salary of
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
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.
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, 2024 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, 2024 |
|
|
December 31, 2023 |
|
||
ASSETS |
|
|
|
|
|
|
||
Investment in real estate |
|
|
|
|
|
|
||
Land |
|
$ |
65,009 |
|
|
$ |
102,090 |
|
Buildings and improvements |
|
|
239,978 |
|
|
|
344,972 |
|
Accumulated depreciation |
|
|
(39,940 |
) |
|
|
(36,025 |
) |
|
|
|
265,047 |
|
|
|
411,037 |
|
Construction in progress |
|
|
93,587 |
|
|
|
135,305 |
|
Net investment in real estate |
|
|
358,634 |
|
|
|
546,342 |
|
Real estate held for sale |
|
|
- |
|
|
|
39,332 |
|
Investment in unconsolidated entities |
|
|
189,699 |
|
|
|
196,437 |
|
Cash and cash equivalents |
|
|
85,206 |
|
|
|
134,001 |
|
Restricted cash |
|
|
12,503 |
|
|
|
15,699 |
|
Tenant and other receivables, net |
|
|
7,894 |
|
|
|
12,246 |
|
Lease intangible assets, net |
|
|
1,047 |
|
|
|
886 |
|
Prepaid expenses, deferred expenses and other assets, net |
|
|
22,791 |
|
|
|
28,921 |
|
Total assets (1) |
|
$ |
677,774 |
|
|
$ |
973,864 |
|
|
|
|
|
|
|
|
||
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
||
Term loan facility |
|
$ |
240,000 |
|
|
$ |
360,000 |
|
Accounts payable, accrued expenses and other liabilities |
|
|
31,971 |
|
|
|
50,700 |
|
Total liabilities (1) |
|
|
271,971 |
|
|
|
410,700 |
|
|
|
|
|
|
|
|
||
Commitments and Contingencies (Note 9) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Shareholders' Equity |
|
|
|
|
|
|
||
Class A common shares |
|
|
562 |
|
|
|
562 |
|
Series A preferred shares |
|
|
28 |
|
|
|
28 |
|
Additional paid-in capital |
|
|
1,362,644 |
|
|
|
1,361,742 |
|
Accumulated deficit |
|
|
(958,778 |
) |
|
|
(800,342 |
) |
Total shareholders' equity |
|
|
404,456 |
|
|
|
561,990 |
|
Non-controlling interests |
|
|
1,347 |
|
|
|
1,174 |
|
Total equity |
|
|
405,803 |
|
|
|
563,164 |
|
Total liabilities and equity |
|
$ |
677,774 |
|
|
$ |
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 December 31, 2024, include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: |
|
|||||||
SERITAGE GROWTH PROPERTIES
|
|||||||||
|
|
Year Ended
|
|||||||
|
|
2024 |
|
|
2023 |
|
|
||
REVENUE |
|
|
|
|
|
|
|
||
Rental income |
|
$ |
17,055 |
|
|
$ |
15,060 |
|
|
Management and other fee income |
|
|
567 |
|
|
|
5,719 |
|
|
Total revenue |
|
|
17,622 |
|
|
|
20,779 |
|
|
EXPENSES |
|
|
|
|
|
|
|
||
Property operating |
|
|
16,339 |
|
|
|
21,282 |
|
|
Abandoned project costs |
|
|
5,732 |
|
|
|
— |
|
|
Real estate taxes |
|
|
3,935 |
|
|
|
6,128 |
|
|
Depreciation and amortization |
|
|
13,118 |
|
|
|
14,471 |
|
|
General and administrative |
|
|
30,021 |
|
|
|
45,988 |
|
|
Total expenses |
|
|
69,145 |
|
|
|
87,869 |
|
|
Gain on sale of real estate, net |
|
|
10,678 |
|
|
|
96,214 |
|
|
Gain on sale of interest in unconsolidated entities |
|
|
2,042 |
|
|
|
6,407 |
|
|
Impairment of real estate assets |
|
|
(87,536 |
) |
|
|
(107,043 |
) |
|
Equity in loss of unconsolidated entities |
|
|
(3,154 |
) |
|
|
(55,857 |
) |
|
Interest and other income (expense), net |
|
|
2,513 |
|
|
|
17,067 |
|
|
Interest expense |
|
|
(24,972 |
) |
|
|
(44,571 |
) |
|
Loss before income taxes |
|
|
(151,952 |
) |
|
|
(154,873 |
) |
|
Provision for income taxes |
|
|
(1,584 |
) |
|
|
(38 |
) |
|
Net loss |
|
|
(153,536 |
) |
|
|
(154,911 |
) |
|
Preferred dividends |
|
|
(4,900 |
) |
|
|
(4,900 |
) |
|
Net loss attributable to Seritage common shareholders |
|
$ |
(158,436 |
) |
|
$ |
(159,811 |
) |
|
|
|
|
|
|
|
|
|
||
Net loss per share attributable to Seritage Class A
|
|
$ |
(2.82 |
) |
|
$ |
(2.85 |
) |
|
Net loss per share attributable to Seritage Class A
|
|
$ |
(2.82 |
) |
|
$ |
(2.85 |
) |
|
Weighted average Class A common shares
|
|
|
56,255 |
|
|
|
56,151 |
|
|
Weighted average Class A common shares
|
|
|
56,255 |
|
|
|
56,151 |
|
|
Reconciliation of Net Loss to NOI-cash basis and NOI-cash basis at share (in thousands)
|
|
Year Ended December 31, |
|||||||
NOI-cash basis and NOI-cash basis at share |
|
2024 |
|
|
2023 |
|
|
||
Net loss |
|
$ |
(153,536 |
) |
|
$ |
(154,911 |
) |
|
Management and other fee income |
|
|
(567 |
) |
|
|
(5,719 |
) |
|
Abandoned project costs |
|
|
5,732 |
|
|
|
— |
|
|
Depreciation and amortization |
|
|
13,118 |
|
|
|
14,471 |
|
|
General and administrative expenses |
|
|
30,021 |
|
|
|
45,988 |
|
|
Equity in loss of unconsolidated entities |
|
|
3,154 |
|
|
|
55,857 |
|
|
Gain on sale of interest in unconsolidated entities |
|
|
(2,042 |
) |
|
|
(6,407 |
) |
|
Gain on sale of real estate, net |
|
|
(10,678 |
) |
|
|
(96,214 |
) |
|
Impairment of real estate assets |
|
|
87,536 |
|
|
|
107,043 |
|
|
Interest and other income (expense), net |
|
|
(2,513 |
) |
|
|
(17,067 |
) |
|
Interest expense |
|
|
24,972 |
|
|
|
44,571 |
|
|
Provision for income taxes |
|
|
1,584 |
|
|
|
38 |
|
|
Straight-line rent |
|
|
917 |
|
|
|
16,874 |
|
|
Above/below market rental expense |
|
|
189 |
|
|
|
176 |
|
|
NOI-cash basis |
|
$ |
(2,113 |
) |
|
$ |
4,700 |
|
|
Unconsolidated entities (1) |
|
|
|
|
|
|
|
||
Net operating income of unconsolidated entities (2) |
|
|
5,315 |
|
|
|
8,384 |
|
|
Straight-line rent |
|
|
(578 |
) |
|
|
(4,512 |
) |
|
Above/below market rental expense |
|
|
(36 |
) |
|
|
28 |
|
|
NOI-cash basis at share |
|
$ |
2,588 |
|
|
$ |
8,600 |
|
|
(1) Activity represents the Company's proportionate share of unconsolidated entity activity.
(2) Net operating income of unconsolidated entities excludes depreciation and amortization, gains, losses and impairments and management and administrative costs.
Properties sold during the fourth quarter of 2024:
|
|
|
|
|
|
Total |
|
|
2024 Qtr |
|
City |
|
State |
|
Full / Partial Sale |
|
SF (1) |
|
|
Sold |
|
|
|
FL |
|
Full Site |
|
|
195,600 |
|
|
Q4 |
Ft. Meyer |
|
FL |
|
Full Site |
|
|
146,800 |
|
|
Q4 |
Plantation |
|
FL |
|
Full Site |
|
|
204,000 |
|
|
Q4 |
|
|
TX |
|
Full Site |
|
|
87,500 |
|
|
Q4 |
|
|
NY |
|
Full Site |
|
|
110,700 |
|
|
Q4 |
(1) Square footage at share
View source version on businesswire.com: https://www.businesswire.com/news/home/20250331833766/en/
Seritage Growth Properties
(212) 355-7800
IR@Seritage.com
Source: Seritage Growth Properties
