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    Seritage Growth Properties
    500 Fifth Avenue
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    New York, NY 10110
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    (201) 324-0014

    News Details

    Seritage Growth Properties Reports Third Quarter 2022 Operating Results

    Company Release - 11/09/2022 10:06 AM ET

    NEW YORK--(BUSINESS WIRE)-- 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 nine months ended September 30, 2022.

    “In the third quarter the Company made tremendous progress advancing our plan of sale, which our shareholders overwhelmingly supported at our annual shareholders meeting last month. During the quarter and subsequent to quarter end, our gross proceeds from asset sales totaled $411.6 million, and we have now monetized $583.9 million of assets year to date. This allowed us to repay $280 million of debt from the beginning of Q3 to date, for a total of $440 million of principal repayments since the end of 2021, resulting in annualized interest savings of approximately $30.8 million. We have also developed a robust sales pipeline of over $800 million worth of assets either under contract or with accepted offers, providing a clear path towards further significant debt paydowns. In addition to our success in selling assets and paying down our debt, we continue to create value across the portfolio through leasing, development and securing entitlements” said Andrea Olshan, Chief Executive Officer and President.

    Plan of Sale:

    On October 24, 2022, at the 2022 Annual Meeting of Shareholders, the shareholders voted to approve the Plan of Sale as detailed in the Company’s Definitive Proxy statement filed with Securities and Exchange Commission on September 14, 2022.

    Sale Highlights:

    • Generated $235.2 million of gross proceeds during the three months ended September 30, 2022 from the sale of 22 wholly owned properties and 8 joint venture assets.
    • Subsequent to quarter end, generated $176.4 million of gross proceeds from the sale of 12 assets.
    • The Company has 10 assets under contract for sale with no due diligence contingencies for total anticipated proceeds of $124.9 million and 26 assets under contract for sale subject to customary due diligence for total anticipated proceeds of $421.5 million. All assets for sale are subject to closing conditions. Additionally, the Company has accepted offers and is currently negotiating definitive purchase and sale agreements on assets with accepted offers of approximately $299.2 million.

    Financial Highlights:

    For the three months ended September 30, 2022:

    • Net loss attributable to common shareholders of ($4.7) million, or ($0.08) per share, as compared to net loss attributable to common shareholders of ($21.8) million, or ($0.50) per share for the same period last year.
    • Total Net Operating Income (“Total NOI”) of $12.2 million, which is an increase of 50% when compared to assets held in the same manner at September 30, 2021.
    • As of September 30, 2022, the Company had cash on hand of $140.6 million, including $10.8 million of restricted cash. As of November 4, 2022, the Company had cash on hand of $134.1 million, including $10.8 million of restricted cash.
    • During the quarter, the Company made $170 million in principal repayments on the Company’s term loan facility (“Term Loan Facility”). Subsequent to quarter end, the Company made an additional $110 million in principal repayments, reducing the balance of the Term Loan Facility to $1.16 billion and resulting in a reduction to $360 million of paydowns required by July 31, 2023 to extend the Term Loan Facility for an additional two years.

    Other Highlights

    • Signed 13 leases covering 85 thousand square feet (75 thousand at share) in the third quarter at an average projected annual rent of $22.06 PSF ($21.20 PSF at share).
    • Signed leases in the third quarter included:
      • Four new leases covering approximately 7 thousand square feet (4 thousand at share) at Premier assets at an average projected annual rent of $91.39 PSF net ($87.72 PSF at share), bringing the portfolio to 63.5% leased;
      • Six leases covering approximately 24 thousand square feet at Multi-Tenant Retail assets at an average projected annual rent of $34.13 PSF net, bringing occupancy of the Multi-Tenant Retail portfolio up to 84.2%;
      • Two retail leases covering approximately 39 thousand square feet at Non-Core assets at an average projected annual rent of $9.39 PSF net; and
      • One retail lease covering approximately 15 thousand square feet (7.5 thousand at share) at one other unconsolidated entity signed at an average projected annual rent of $5.64 PSF net.
    • Leases signed subsequent to quarter end were:
      • One thousand square feet of second floor retail was leased at a Premier asset at a base rent of $44.00 PSF net; and
      • Ten thousand square feet (5 thousand at share) of ground floor retail at Premier assets at a base rent of $55.65 PSF net ($60.81 PSF at share).
    • An additional eight leases under negotiation representing over 100 thousand square feet at an average projected base rent of $23.90 PSF net; and
    • Brought 11 tenants online representing 207 thousand square feet (202 thousand at share) and $4.0 million in annual base rent ($3.6 million at share).

    Portfolio

    The table below represents a summary of the Company’s properties by planned usage as of September 30, 2022:

    (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

     

    38

     

    5,334 sf / 523 acres

     

     

    4,492

     

     

     

    13.8

     

    Residential (3)

     

    11

     

    44 sf / 134 acres

     

     

    44

     

     

     

    12.2

     

    Premier

     

    5

     

    235 sf / 99 acres

     

     

    147

     

     

     

    19.7

     

    Non-Core (4)

     

    50

     

    7,899 sf / 631 acres

     

     

    815

     

     

     

    12.6

     

    Unconsolidated

     

     

     

     

     

     

     

     

     

     

    Other Entities

     

    14

     

    1,106 sf / 226 acres

     

     

    311

     

     

     

    16.1

     

    Residential (3)

     

    1

     

    49 sf / 12 acres

     

     

    30

     

     

     

    11.7

     

    Premier

     

    2

     

    158 sf / 16 acres

     

     

    101

     

     

     

    8.0

     

    (1) Square footage is presented at the Company’s proportional share.
    (2) Based on signed leases at September 30, 2022.
    (3) Represents ancillary tenants currently in place at assets intended for residential use.
    (4) Represents assets the Company previously designated for sale.

    Multi-Tenant Retail

    During the three months ended September 30, 2022, the Company invested $9.2 million in its multi-tenant retail properties. The remaining capital expenditures in the multi-tenant retail portfolio are primarily comprised of tenant improvements. During the third quarter, the Company opened stores representing 188 thousand square feet and $3.0 million of annual base rent. The portfolio inclusive of SNO is 84.2% leased at an average lease term of over 10 years and average rates of $16.87 PSF gross.

    The table below provides a summary of all Multi-Tenant Retail signed leases as of September 30, 2022, including unconsolidated entities at the Company’s proportional share:

    (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

     

     

    161

     

     

     

    4,306

     

     

     

    80.7

    %

     

    $

    71,277

     

     

     

    94.0

    %

     

    $

    16.55

     

    SNO retail leases (1)

     

     

    17

     

     

     

    185

     

     

     

    3.5

    %

     

     

    4,510

     

     

     

    6.0

    %

     

     

    24.38

     

    Leases in negotiation

     

     

    2

     

     

     

    102

     

     

     

    1.9

    %

     

     

    1,076

     

     

    N/A

     

     

     

    10.65

     

    Total retail leases

     

     

    180

     

     

     

    4,593

     

     

     

    86.1

    %

     

    $

    76,863

     

     

     

    100.0

    %

     

    $

    16.73

     

    (1) SNO = signed not yet opened leases.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    During the three months ended September 30, 2022, the Company signed new leases at its retail properties totaling 24 thousand square feet at an average base rent of $34.13 PSF net. The Company has 4.3 million in-place leased square feet and approximately 185 thousand square feet signed but not opened. Seritage has total occupancy of 84.2% for its multi-tenant retail properties. As of September 30, 2022, there is an additional approximately 842 thousand square feet available for lease in the Multi-Tenant Retail portfolio, with multi-tenant retail leases under negotiation for 102 thousand square feet at an average base rent of $10.65 PSF net.

    (in thousands except number of leases and PSF data)

     

    Number of

     

     

     

     

     

     

     

     

    Annual

     

     

     

    SNO Leases

     

     

    GLA

     

     

    ABR

     

     

    Rent PSF

     

    As of June 30, 2022

     

     

    17

     

     

     

    357

     

     

    $

    6,833

     

     

    $

    19.14

     

    Opened

     

     

    (5

    )

     

     

    (188

    )

     

     

    (3,028

    )

     

     

    16.11

     

    Sold / terminated

     

     

    (1

    )

     

     

    (8

    )

     

     

    (125

    )

     

     

    15.63

     

    Signed

     

     

    6

     

     

     

    24

     

     

     

    830

     

     

     

    34.58

     

    As of September 30, 2022

     

     

    17

     

     

     

    185

     

     

    $

    4,510

     

     

    $

    24.38

     

    Premier Mixed-Use

    The Company has one premier mixed-use project in the active leasing stage, which is our property in Aventura, FL. As of September 30, 2022, the Company has 66 thousand in-place leased square feet (43 thousand at share), 283 thousand square feet signed but not opened (205 thousand at share), and 201 thousand square feet available for lease (145 thousand at share) with leases under negotiation for over 20 thousand square feet.

    The table below provides a summary of all signed leases at Premier assets as of September 30, 2022, including unconsolidated entities at the Company’s proportional share:

    (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

     

     

    17

     

     

     

    43

     

     

     

    10.9

    %

     

    $

    2,527

     

     

     

    15.2

    %

     

    $

    58.77

     

    SNO retail leases (1)

     

     

    22

     

     

     

    93

     

     

     

    23.8

    %

     

     

    7,422

     

     

     

    44.4

    %

     

     

    79.81

     

    SNO office\ leases (1)

     

     

    5

     

     

     

    112

     

     

     

    28.5

    %

     

     

    6,758

     

     

     

    40.4

    %

     

     

    60.34

     

    Leases in negotiation

     

     

    6

     

     

     

    23

     

     

     

    5.8

    %

     

     

    1,880

     

     

    N/A

     

     

     

    85.45

     

    Total Premier leases

     

     

    50

     

     

     

    271

     

     

     

    69.0

    %

     

    $

    18,587

     

     

     

    100.0

    %

     

    $

    68.59

     

    (1) SNO = signed not yet opened leases.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Premier - Retail

    (in thousands except number of leases and PSF data)

     

    Number of

     

     

     

     

     

     

     

     

    Annual

     

     

     

    SNO Leases

     

     

    GLA

     

     

    ABR

     

     

    Rent PSF

     

    As of June 30, 2022

     

     

    23

     

     

     

    105

     

     

    $

    8,781

     

     

    $

    83.63

     

    Opened

     

     

    (2

    )

     

     

    (3

    )

     

     

    (262

    )

     

     

    96.00

     

    Terminated

     

     

    (2

    )

     

     

    (11

    )

     

     

    (1,211

    )

     

     

    112.52

     

    Signed

     

     

    3

     

     

     

    3

     

     

     

    244

     

     

     

    81.33

     

    Changes in Asset Categories / Tenant Amendments (1)

     

     

    -

     

     

     

    (1

    )

     

     

    (130

    )

     

    N/A

     

    As of September 30, 2022

     

     

    22

     

     

     

    93

     

     

    $

    7,422

     

     

    $

    79.81

     

    (1) Represents short-term leases now represented in specialty leasing or amendments negotiated with the tenant.

     

     

    Premier - Office

    (in thousands except number of leases and PSF data)

     

    Number of

     

     

     

     

     

     

     

     

    Annual

     

     

     

    SNO Leases

     

     

    GLA

     

     

    ABR

     

     

    Rent PSF

     

    As of June 30, 2022

     

     

    4

     

     

     

    110

     

     

    $

    6,648

     

     

    $

    60.44

     

    Signed

     

     

    1

     

     

     

    2

     

     

     

    110

     

     

     

    55.00

     

    As of September 30, 2022

     

     

    5

     

     

     

    112

     

     

    $

    6,758

     

     

    $

    60.34

     

    During the three months ended September 30, 2022, the Company invested $15.1 million in its consolidated development and operating properties and an additional $2.9 million into its unconsolidated entities.

    Aventura:

    During the third quarter of 2022, the Company continued to advance 216,000 square feet of mixed-use activation at the project in Aventura, FL. The Company continues to advance construction on Aventura and remains on track to open its first tenants to the public in the fourth quarter of 2022, with rolling openings thereafter.

    During the quarter ended September 30, 2022, the Company signed one new lease totaling two thousand square feet at an average base rent of $72.00 PSF net. As of September 30, 2022, the Company has 127 thousand square feet signed but not opened. With occupancy at 59.0%, the Company has 89 thousand square feet available for lease, of which 22 thousand square feet is in lease negotiation and has leasing activity on over an additional 20 thousand square feet.

    San Diego UTC:

    As of September 30, 2022, the property has 47 thousand in-place leased square feet and 156 thousand square feet signed but not opened. Subsequent to quarter close, the remaining 10 thousand square feet in vacant space was signed bringing office and retail space to 100% leased.

    Dispositions

    During the three months ended September 30, 2022, the Company sold 30 properties, generating $235.2 million of gross proceeds. The Company also repurchased one asset for $22.2 million, which it sold during the three months ended September 30, 2022. Of the Q3 transactions:

    • $94.2 million of gross proceeds were from vacant or non-income producing assets sold at $40.09 PSF. The sale of these assets eliminates $4.9 million of carrying costs;
    • $75.0 million of gross proceeds were from income producing stabilized properties, partially leased development sites and outparcel pads reflecting a 4.3% blended in-place capitalization rate; and
    • $66.0 million of gross proceeds from monetizing unconsolidated entity interests.

    During the quarter and subsequently, the Company was able to generate a robust sales pipeline. As of November 4, 2022, we had assets under contract for sale with no due diligence contingencies for total anticipated proceeds of $124.9 million and assets under contract for sale, subject to customary due diligence, for total anticipated proceeds of $421.5 million. All assets for sale are subject to closing conditions. Though all of these deals are anticipated to close prior to July 31, 2023, even if only a portion of the contracts actually closed prior to such date, the proceeds from such portion of the contracts that actually closed would provide sufficient proceeds to qualify the Company for the extension of its Term Loan Facility. Additionally, the Company has accepted offers and is currently negotiating definitive purchase and sale agreements on assets with offers of approximately $299.2 million.

    Financial Summary

    The table below provides a summary of the Company’s financial results for the three and nine months ended September 30, 2022:

    (in thousands except per share amounts)

     

    Three Months Ended

     

     

    Nine Months Ended

     

     

     

    September 30, 2022

     

     

    September 30, 2021

     

     

    September 30, 2022

     

     

    September 30, 2021

     

    Net loss attributable to Seritage
    common shareholders

     

    $

    (4,664

    )

     

    $

    (21,759

    )

     

    $

    (170,074

    )

     

    $

    (104,769

    )

    Net loss per share attributable to Seritage
    common shareholders

     

     

    (0.08

    )

     

     

    (0.50

    )

     

     

    (3.57

    )

     

     

    (2.50

    )

    Total NOI

     

     

    12,150

     

     

     

    8,075

     

     

     

    33,245

     

     

     

    25,061

     

    For the quarter ended September 30, 2022:

    • Total NOI for the third quarter of 2022 reflects the impact of $(1.0) million total NOI relating to sold properties.

    Total NOI is comprised of:

    (in thousands)

     

    Three Months Ended

     

     

    Nine Months Ended

     

    Consolidated Properties

     

    September 30, 2022

     

     

    September 30, 2021

     

     

    September 30, 2022

     

     

    September 30, 2021

     

    Multi-tenant retail

     

    $

    14,109

     

     

    $

    11,395

     

     

    $

    40,681

     

     

    $

    32,986

     

    Premier

     

     

    (1,061

    )

     

     

    (458

    )

     

     

    (2,900

    )

     

     

    (1,540

    )

    Residential

     

     

    1,229

     

     

     

    (3,099

    )

     

     

    (1,917

    )

     

     

    (6,440

    )

    Sell

     

     

    (3,304

    )

     

     

    (974

    )

     

     

    (7,995

    )

     

     

    (4,040

    )

    Sold

     

     

    (976

    )

     

     

    492

     

     

     

    (346

    )

     

     

    411

     

    Total

     

     

    9,997

     

     

     

    7,356

     

     

     

    27,523

     

     

     

    21,377

     

    Unconsolidated Properties

     

     

     

     

     

     

     

     

    Residential

     

     

    282

     

     

     

    50

     

     

     

    77

     

     

     

    50

     

    Premier

     

     

    2,158

     

     

     

    132

     

     

     

    1,854

     

     

     

    660

     

    Other joint ventures

     

     

    (287

    )

     

     

    537

     

     

     

    3,791

     

     

     

    2,974

     

    Total

     

     

    2,153

     

     

     

    719

     

     

     

    5,722

     

     

     

    3,684

     

    Total NOI

     

    $

    12,150

     

     

    $

    8,075

     

     

    $

    33,245

     

     

    $

    25,061

     

    The Company collected 99% of its base rent for the third quarter.

    As of September 30, 2022, the Company had cash on hand of $140.6 million, including $10.8 million of restricted cash. The Company expects to use these sources of liquidity, together with a combination of future sales and/or potential debt and capital markets transactions, to fund its operations and select development activity. The availability of funding from sales of assets, partnerships and credit or capital markets transactions 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 condensed consolidated financial statements included in Part I, Item 1 and in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each in our Quarterly Report on Form 10-Q.

    Dividends

    On February 16, 2022, 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, 2022 to holders of record on March 31, 2022.

    On April 26, 2022, 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 payable on July 15, 2022 to holders of record on June 30, 2022.

    On July 26, 2022, 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 payable on October 17, 2022 to holders of record on September 30, 2022.

    On November 1, 2022, 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 payable on January 16, 2022 to holders of record on December 30, 2022.

    The Company’s Board of Trustees does not expect to declare dividends on its common shares in 2022.

    Strategic Review

    The 2022 Annual Meeting of Shareholders occurred on October 24, 2022, following our filing of a final proxy statement with the SEC on September 14, 2022. During the meeting, the Plan of Sale was approved by the shareholders. 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.

    Sears Bankruptcy Litigation

    On April 6, 2022, the Court entered an order in the Consolidated Litigation, upon the agreement of the parties thereto, providing for a mediation of the litigation. The parties and the Court extended the mediation several times, through August, and up until the settlement described below was reached.

    On August 9, 2022, following the mediation, all of the parties to the Litigation and certain of the parties to the Shareholder Litigation (to which Seritage is not a defendant) entered into a settlement agreement pursuant to which the defendants paid to the Sears estate $175 million (of which the Seritage Defendants contributed approximately $35.0 million) in exchange for dismissal of the Consolidated Litigation and for the full and final satisfaction and release of all claims in the Consolidated Litigation (including, in the case of the Seritage Defendants, any and all claims between the Seritage Defendants and the Sears estate in the Sears bankruptcy proceeding).

    On September 2, 2022, the United States Bankruptcy Court for the Southern District of New York entered an order approving the settlement and, on October 18, 2022, the Litigation was dismissed. While the Company believes that the claims against the Seritage Defendants in the Litigation were without merit, the Company entered into the settlement, without admitting any fault or wrongdoing, in order to avoid the continued imposition of legal defense costs, distraction, and the uncertainty and risk inherent in any litigation.

    The Company has reserved the settlement amount described above based on the Company’s contributions to the settlement of the Litigation. This estimate is recorded as litigation reserve in the condensed consolidated statement of operations during the nine months ended September 30, 2022. The Company paid the settlement amount described above in October 2022.

    On March 2, 2021, the Company brought a lawsuit in Delaware state court against QBE Insurance Corporation, Endurance American Insurance Company, Allianz Global Risks US Insurance Company and Continental Casualty Company, each of which are D&O insurance providers of the Company (the “D&O Insurers”). The Company’s lawsuit is seeking, among other things, declaratory relief and money damages as a result of certain of the D&O Insurers refusal to pay certain costs and expenses related to the defense of the Litigation discussed above. Any amounts received from the insurers will offset the Seritage Defendants' contribution. Subsequent to September 30, 2022, the Company reached settlement agreements with two of the D&O Insurers for gross proceeds of $12.7 million. The litigation remains outstanding with respect to the remaining D&O Insurers.

    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 the United States, including the Company’s properties.

    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 and nine months ended September 30, 2022 may not be indicative of the impact of the COVID-19 pandemic on the Company’s business for future periods. As such, the Company cannot reasonably estimate the impact of COVID-19 on its financial condition, results of operations or cash flows over the foreseeable future.

    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 the United States (“GAAP”).

    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; 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 Securities and Exchange Commission, including the Company’s annual report on Form 10-K for the year ended December 31, 2021 and in Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2022. 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

    Seritage is principally engaged in the ownership, development, redevelopment, management and leasing of retail and mixed-use properties throughout the United States. As of September 30, 2022, the Company’s portfolio consisted of interests in 121 properties comprised of approximately 16.1 million square feet of gross leasable area ("GLA") or build-to-suit leased area, approximately 313 acres held for or under development and approximately 7.9 million square feet or approximately 631 acres to be disposed of. The portfolio consists of approximately 13.5 million square feet of GLA held by 104 wholly owned properties (such properties, the “Consolidated Properties”) and 2.6 million square feet of GLA held by 17 unconsolidated entities (such properties, the “Unconsolidated Properties”).

    SERITAGE GROWTH PROPERTIES

    CONDENSED CONSOLIDATED BALANCE SHEETS

    (In thousands, except share and per share amounts)

    (Unaudited)

     

     

     

    September 30, 2022

     

     

    December 31, 2021

     

    ASSETS

     

     

     

     

     

     

    Investment in real estate

     

     

     

     

     

     

    Land

     

    $

    282,917

     

     

    $

    475,667

     

    Buildings and improvements

     

     

    804,882

     

     

     

    994,221

     

    Accumulated depreciation

     

     

    (127,043

    )

     

     

    (154,971

    )

     

     

     

    960,756

     

     

     

    1,314,917

     

    Construction in progress

     

     

    260,007

     

     

     

    381,194

     

    Net investment in real estate

     

     

    1,220,763

     

     

     

    1,696,111

     

    Real estate held for sale

     

     

    202,777

     

     

     

     

    Investment in unconsolidated entities

     

     

    383,061

     

     

     

    498,563

     

    Cash and cash equivalents

     

     

    129,767

     

     

     

    106,602

     

    Restricted cash

     

     

    10,821

     

     

     

    7,151

     

    Tenant and other receivables, net

     

     

    39,943

     

     

     

    29,111

     

    Lease intangible assets, net

     

     

    4,511

     

     

     

    14,817

     

    Prepaid expenses, deferred expenses and other assets, net

     

     

    62,883

     

     

     

    61,783

     

    Total assets (1)

     

    $

    2,054,526

     

     

    $

    2,414,138

     

     

     

     

     

     

     

     

    LIABILITIES AND SHAREHOLDERS' EQUITY

     

     

     

     

     

     

    Liabilities

     

     

     

     

     

     

    Term loan facility, net

     

    $

    1,269,648

     

     

    $

    1,439,332

     

    Sales-leaseback financing obligations

     

     

     

     

     

    20,627

     

    Litigation reserve

     

     

    35,533

     

     

     

     

    Accounts payable, accrued expenses and other liabilities

     

     

    118,700

     

     

     

    109,379

     

    Total liabilities (1)

     

     

    1,423,881

     

     

     

    1,569,338

     

     

     

     

     

     

     

     

    Commitments and contingencies (Note 9)

     

     

     

     

     

     

     

     

     

     

     

     

     

    Shareholders' Equity

     

     

     

     

     

     

    Class A common shares $0.01 par value; 100,000,000 shares authorized;
    56,032,381 and 43,632,364 shares issued and outstanding
    as of September 30, 2022 and December 31, 2021, respectively

     

     

    560

     

     

     

    436

     

    Series A preferred shares $0.01 par value; 10,000,000 shares authorized;
    2,800,000 shares issued and outstanding as of September 30, 2022
    December 31, 2021; liquidation preference of $70,000

     

     

    28

     

     

     

    28

     

    Additional paid-in capital

     

     

    1,359,686

     

     

     

    1,241,048

     

    Accumulated deficit

     

     

    (731,759

    )

     

     

    (553,771

    )

    Total shareholders' equity

     

     

    628,515

     

     

     

    687,741

     

    Non-controlling interests

     

     

    2,130

     

     

     

    157,059

     

    Total equity

     

     

    630,645

     

     

     

    844,800

     

    Total liabilities and shareholders' equity

     

    $

    2,054,526

     

     

    $

    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 September 30, 2022, include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $6.6 million of land, $3.9 million of building and improvements, $(1.0) million of accumulated depreciation and $4.0 million of other assets included in other line items. The Company's condensed consolidated balance sheets as of December 31, 2021, include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $6.6 million of land, $3.9 million of building and improvements, $(0.9) million of accumulated depreciation and $4.0 million of other assets included in other line items.

     

    SERITAGE GROWTH PROPERTIES

    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

    (In thousands, except per share amounts)

    (Unaudited)

     

     

     

    Three Months Ended
    September 30,

     

     

    Nine Months Ended
    September 30,

     

     

     

    2022

     

     

    2021

     

     

    2022

     

     

    2021

     

    REVENUE

     

     

     

     

     

     

     

     

     

     

     

     

    Rental income

     

    $

    23,253

     

     

    $

    28,819

     

     

    $

    81,755

     

     

    $

    87,560

     

    Management and other fee income

     

     

    248

     

     

     

    184

     

     

     

    2,355

     

     

     

    598

     

    Total revenue

     

     

    23,501

     

     

     

    29,003

     

     

     

    84,110

     

     

     

    88,158

     

    EXPENSES

     

     

     

     

     

     

     

     

     

     

     

     

    Property operating

     

     

    9,700

     

     

     

    11,585

     

     

     

    31,535

     

     

     

    33,514

     

    Real estate taxes

     

     

    6,483

     

     

     

    8,542

     

     

     

    21,056

     

     

     

    27,758

     

    Depreciation and amortization

     

     

    9,169

     

     

     

    13,159

     

     

     

    31,772

     

     

     

    39,629

     

    General and administrative

     

     

    10,811

     

     

     

    8,780

     

     

     

    30,996

     

     

     

    32,002

     

    Litigation reserve

     

     

    533

     

     

     

     

     

     

    35,533

     

     

     

     

    Total expenses

     

     

    36,696

     

     

     

    42,066

     

     

     

    150,892

     

     

     

    132,903

     

    Gain on sale of real estate, net

     

     

    45,433

     

     

     

    22,774

     

     

     

    112,449

     

     

     

    65,079

     

    Loss on sale of interests in unconsolidated entities

     

     

    (139

    )

     

     

     

     

     

    (139

    )

     

     

     

    Impairment of real estate assets

     

     

    (10,275

    )

     

     

    (3,814

    )

     

     

    (120,609

    )

     

     

    (70,053

    )

    Equity in loss of unconsolidated entities

     

     

    (2,275

    )

     

     

    (5,535

    )

     

     

    (69,071

    )

     

     

    (9,024

    )

    Interest and other (expense) income

     

     

    (1,047

    )

     

     

    48

     

     

     

    (937

    )

     

     

    8,202

     

    Interest expense

     

     

    (21,916

    )

     

     

    (26,721

    )

     

     

    (67,167

    )

     

     

    (81,847

    )

    Loss before income taxes

     

     

    (3,414

    )

     

     

    (26,311

    )

     

     

    (212,256

    )

     

     

    (132,388

    )

    Provision for income taxes

     

     

    (67

    )

     

     

    (38

    )

     

     

    (295

    )

     

     

    (198

    )

    Net loss

     

     

    (3,481

    )

     

     

    (26,349

    )

     

     

    (212,551

    )

     

     

    (132,586

    )

    Net loss attributable to non-controlling interests

     

     

    42

     

     

     

    5,815

     

     

     

    46,152

     

     

     

    31,492

     

    Net loss attributable to Seritage

     

    $

    (3,439

    )

     

    $

    (20,534

    )

     

    $

    (166,399

    )

     

    $

    (101,094

    )

    Preferred dividends

     

     

    (1,225

    )

     

     

    (1,225

    )

     

     

    (3,675

    )

     

     

    (3,675

    )

    Net loss attributable to Seritage common shareholders

     

    $

    (4,664

    )

     

    $

    (21,759

    )

     

    $

    (170,074

    )

     

    $

    (104,769

    )

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net loss per share attributable to Seritage Class A
    common shareholders - Basic

     

    $

    (0.08

    )

     

    $

    (0.50

    )

     

    $

    (3.57

    )

     

    $

    (2.50

    )

    Net loss per share attributable to Seritage Class A
    common shareholders - Diluted

     

    $

    (0.08

    )

     

    $

    (0.50

    )

     

    $

    (3.57

    )

     

    $

    (2.50

    )

    Weighted average Class A common shares
    outstanding - Basic

     

     

    55,361

     

     

     

    43,631

     

     

     

    47,600

     

     

     

    41,976

     

    Weighted average Class A common shares
    outstanding - Diluted

     

     

    55,361

     

     

     

    43,631

     

     

     

    47,600

     

     

     

    41,976

     

    Reconciliation of Net Loss to NOI and Total NOI (in thousands)

     

     

    Three Months Ended

     

    NOI and Total NOI

     

    September 30, 2022

     

     

    June 30, 2022

     

     

    September 30, 2021

     

    Net loss

     

    $

    (3,481

    )

     

    $

    (142,083

    )

     

    $

    (26,349

    )

    Termination fee income

     

     

     

     

     

    (92

    )

     

     

    (379

    )

    Management and other fee income

     

     

    (248

    )

     

     

    (286

    )

     

     

    (184

    )

    Depreciation and amortization

     

     

    9,169

     

     

     

    10,669

     

     

     

    13,159

     

    General and administrative expenses

     

     

    10,811

     

     

     

    11,093

     

     

     

    8,780

     

    Litigation reserve

     

     

    533

     

     

     

    35,000

     

     

     

     

    Equity in loss of unconsolidated entities

     

     

    2,275

     

     

     

    33,720

     

     

     

    5,535

     

    Gain on sale of interests in unconsolidated entities

     

     

    139

     

     

     

     

     

     

     

    Gain on sale of real estate, net

     

     

    (45,433

    )

     

     

    (68,031

    )

     

     

    (22,774

    )

    Impairment of real estate assets

     

     

    10,275

     

     

     

    109,343

     

     

     

    3,814

     

    Interest and other (income) expense

     

     

    1,047

     

     

     

    (99

    )

     

     

    (48

    )

    Interest expense

     

     

    21,916

     

     

     

    22,663

     

     

     

    26,721

     

    Provision for income taxes

     

     

    67

     

     

     

    203

     

     

     

    38

     

    Straight-line rent

     

     

    2,873

     

     

     

    (3,599

    )

     

     

    (1,005

    )

    Above/below market rental expense

     

     

    54

     

     

     

    56

     

     

     

    48

     

    NOI

     

    $

    9,997

     

     

    $

    8,557

     

     

    $

    7,356

     

    Unconsolidated entities

     

     

     

     

     

     

     

     

     

    Net operating income of unconsolidated entities

     

     

    2,450

     

     

     

    2,267

     

     

     

    666

     

    Straight-line rent

     

     

    (305

    )

     

     

    (228

    )

     

     

    (272

    )

    Above/below market rental (income)/expense

     

     

    8

     

     

     

    6

     

     

     

    181

     

    Termination fee income

     

     

     

     

     

     

     

     

    144

     

    Total NOI

     

    $

    12,150

     

     

    $

    10,602

     

     

    $

    8,075

     

     

    Seritage Growth Properties
    (212) 355-7800
    IR@Seritage.com

    Source: Seritage Growth Properties

    IR CONTACTS
    Seritage Growth Properties
    500 Fifth Avenue
    Suite 1530
    New York, NY 10110
    Investor Relations Contact
    Transfer Agent
    Computershare Trust Company, N.A
    (201) 324-0014