Seritage Growth Properties Reports Third Quarter 2021 Operating Results
11/02/2021 - 06:47 PM
NEW YORK --(BUSINESS WIRE)--
Seritage Growth Properties (NYSE: SRG) (the “Company”), a national owner and developer of 170 retail, residential and mixed-use properties today reported financial and operating results for the three and nine months ended September 30, 2021 .
“In the third quarter of 2021, we continued the repositioning of our portfolio into three main business lines: residential developments, both in conjunction with best-in-class partners or led by our in-house team; premier mixed-use assets, including large-scale master planned projects; and multi-tenant retail destinations such as grocery-anchored shopping centers and NNN outparcels,” said Andrea Olshan , Chief Executive Officer and President. “We are particularly excited about our residential opportunities, where we have accelerated the development of roughly 420 acres across 30 sites utilizing our integrated platform. Our team is hard at work advancing our site diligence and rigorously pursuing all necessary entitlements. This in house effort is dual tracked with our residential joint venture developments, and we are excited to be opening the first of these projects in the fourth quarter of this year.”
“As we focus on executing our development and leasing plans, we will continue to evaluate all facets of our company to ensure Seritage is optimally positioned to drive maximum value creation for our shareholders,” Ms. Olshan continued. “As part of this evaluation process, we are engaged in conversations with both our current and potential future lenders as to how to best capitalize our portfolio going forward.”
Financial Highlights:
During the third quarter, the Company reported:
Net loss attributable to common shareholders of ($21.8) million , or ($0.50 ) per share
Total Net Operating Income (“Total NOI”) of $8.1 million
Funds from Operations (“FFO”) of ($27.7) million , or ($0.49 ) per share
As of September 30, 2021 , the Company had cash on hand of $160.5 million $7.2 million
For the nine months ended September 30, 2021 :
Net loss attributable to common shareholders of ($104.8) million , or ($2.50 ) per share
Total NOI of $25.1 million
FFO of ($80.4) million , or ($1.44 ) per share
Business Highlights
Generated $76.8 million September 30, 2021 for total gross proceeds of $201.0 million $224.4 million
Closed on joint venture partnerships for the residential redevelopment of two properties located in West Covina, Calif. and Riverside, Calif. The Company contributed only the portion of the site slated for residential, or 66% of the acreage, to the joint venture at a value of $15.9 million $21,300 per unit, and retained an 80% interest in each entity;
Signed four leases covering 101 thousand square feet in the third quarter at an average projected annual rent of $13.86 PSF; and,
Subsequent to quarter end, the Company signed new leases totaling 49 thousand square feet at a base rent of $18.42 PSF (47 thousand square feet at $17.57 at share). Additionally, the Company generated a leasing pipeline of over 350 thousand square feet (approximately 300 thousand square feet at share), of which approximately 120 thousand square feet are office tenants (approximately 60 thousand square feet at share), with the remainder primarily big box value retailers and other national tenants.
Financial Summary
The table below provides a summary of the Company’s financial results for the three months ended September 30, 2021 :
(in thousands except per share amounts)
Three Months Ended
September 30, 2021
June 30, 2021
September 30, 2020
Net loss attributable to Seritage common shareholders
$
(21,759
)
$
(74,065
)
$
(51,278
)
Net loss per diluted share attributable to Seritage common shareholders
(0.50
)
(1.73
)
(1.33
)
Total NOI
8,075
7,553
5,979
FFO
(27,696
)
(33,911
)
(19,898
)
FFO per diluted share
(0.49
)
(0.61
)
(0.36
)
Company FFO
(24,909
)
(29,305
)
(25,093
)
Company FFO per diluted share
(0.44
)
(0.52
)
(0.45
)
For the quarter ended September 30, 2021 :
Net loss attributable to common shareholders for the third quarter of 2021 includes net gains of $22.8 million $0.41 per share, as compared to a net loss of $(14.7) million $0.26 ) per share, in the third quarter of 2020.
Total NOI for the third quarter of 2021 reflects the impact of property sales and the termination of the remaining Sears leases in the first quarter.
Total NOI is comprised of:
(in thousands)
Three Months Ended
Consolidated Properties
September 30, 2021
Multi-tenant retail
$
11,395
Premier
(458
)
Residential
(3,099
)
Sell
(974
)
Sold
492
Total
7,356
Unconsolidated Properties
Residential
50
Premier
132
Other joint ventures
537
Total
719
Total NOI
$
8,075
Company FFO for the third quarter of 2021 includes net $2.9 million $0.05 per share, of charges for severance and restructuring costs.
The Company collected 97% of its billed rent and other recoverable expenses for the third quarter and deferred an additional 1% . The reduction in collections from the first quarter is due to a fitness tenant at one location.
As of September 30, 2021 , the Company had cash on hand of $160.5 million $7.2 million $1.6 billion
Dispositions
During the three months ended September 30, 2021 , the Company sold five properties, generating $76.8 million
$5.1 million $22.87 PSF. The sale of these assets eliminates $0.5 million
$71.7 million 5.6% blended in-place capitalization rate.
As of November 2, 2021 , the Company had assets under contract for sale representing anticipated gross proceeds of $224.4 million $350.0 million July 2017 , the Company has raised approximately $1.3 billion
Development Activity
During the nine months ended September 30, 2021 , the Company invested $77.6 million $31.7 million $32.6 million $10.4 million September 30, 2021 .
Multi-Tenant Retail: During the nine months ended September 30, 2021 , the Company invested $32.1 million Roseville, Calif. and Ft. Wayne, Ind. are slated for their grand openings in the fourth quarter of 2021 and third quarter of 2022, respectively, and 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 115 thousand square feet and $1.9 million $5.5 million
Premier Mixed-Use: During the third quarter of 2021, the Company completed the first phase of its infrastructure work at its Park Heritage project in Dallas, Texas , and expects to complete the second and final phase by the second quarter of 2022. This project is entitled for residential, office and retail, and the Company is in active negotiations with various tenants. During the nine months ended September 30, 2021 , the Company invested $33.0 million $3.2 million
Subsequent to quarter end, the Company announced that the first tenant in its inaugural premier redevelopment opened at The Collection at UTC in San Diego, Calif. The Company continues to believe it is on track to open its project in Aventura, Fla. , (Miami MSA), in the fourth quarter of 2022.
Residential: During the third quarter of 2021, the Company closed on legacy joint venture partnerships for the residential redevelopment of two properties located in West Covina, Calif. and Riverside, Calif. The Company contributed only the residential portion of these projects, or 66% of the acreage, to the joint venture at a value of $15.9 million $21,300 per unit, and retained an 80% interest in each entity. The Company expects to open its first residential joint venture project in the fourth quarter of 2021. During the nine months ended September 30, 2021 , the Company invested $1.2 million $12.3 million
Leasing Results
The table below provides a summary of all signed leases as of September 30, 2021 , including unconsolidated entities at the Company’s proportional share:
(in thousands except number of leases and per square foot metrics)
Tenant
Number of Leases
Leased GLA
% of Total Leased GLA
Annual Base Rent ("ABR")
% of Total ABR
ABR PSF
In-place diversified leases
255
5,673
82.2
%
$
92,105
76.4
%
$
16.24
SNO diversified leases (1)
71
1,226
17.8
%
28,527
23.6
%
23.27
Total diversified leases
326
6,899
100.0
%
$
120,632
100.0
%
$
17.49
(1) SNO = signed not yet opened leases.
Multi-tenant Retail: The Company has 3.5 million leased square feet and 560 thousand square feet signed but not opened. With occupancy at 82% , the Company has 897 thousand square feet available for lease. During the three months ended September 30, 2021 , the Company signed new leases at its retail properties totaling 96 thousand square feet at an average base rent of $13.11 PSF. Additionally, the Company generated a leasing pipeline of over 200 thousand square feet comprised of big box value retailers and other national tenants.
Premier Mixed-Use: The Company has three premier mixed-use projects in the active leasing stage. In addition, for the office components of its mixed-use projects, the Company plans to sign leases prior to construction. As of September 30, 2021 , the Company has 59 thousand leased square feet (47 thousand at share), 166 thousand square feet signed but not opened (157 thousand at share), and 389 thousand square feet available for lease (246 thousand at share). Additionally, the Company generated a leasing pipeline of approximately 150 thousand square feet (73 thousand at share).
The table below provides a reconciliation of SNO leases from June 30, 2021 to September 30, 2021 , including unconsolidated entities at the Company’s proportional share:
(in thousands except number of leases and per square foot metrics)
Number of
Annual
SNO Leases
GLA
ABR
Rent PSF
As of June 30, 2021
83
1,349
$
32,339
$
23.97
Opened
(14
)
(208
)
(3,793
)
18.26
Sold / Contributed to JVs / terminated
(2
)
(50
)
(1,025
)
20.50
Signed (1)
4
135
1,006
7.44
As of September 30, 2021
71
1,226
$
28,527
$
23.27
(1) One signed lease is at a property the Company expects to sell.
During the three months ended September 30, 2021 , the majority of the $1.0 million
Dividends
On July 27, 2021 , 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 October 15, 2021 to holders of record on September 30, 2021 .
On October 26, 2021 , 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 14, 2022 to holders of record on December 31, 2021 .
The Company’s Board of Trustees does not expect to declare dividends on its common shares in 2021 unless required to do so to maintain REIT status.
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 and continues to cause 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, 2021 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, Total NOI, FFO and Company FFO which are financial measures that include adjustments to accounting principles generally accepted in the United States (“GAAP”).
None of NOI, Total NOI, FFO or Company FFO, 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 REITs may use different methodologies for calculating NOI, and accordingly the Company’s depiction of NOI may not be comparable to other REITs. 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.
Funds from Operations ("FFO") and Company FFO
FFO is calculated in accordance with NAREIT which defines FFO as net income computed in accordance with GAAP, excluding gains (or losses) from property sales, real estate related depreciation and amortization, and impairment charges on depreciable real estate assets. The Company considers FFO a helpful supplemental measure of the operating performance for equity REITs and a complement to GAAP measures because it is a recognized measure of performance by the real estate industry.
The Company makes certain adjustments to FFO, which it refers to as Company FFO, to account for certain non-cash and noncomparable items, such as termination fee income, severance and restructuring costs, unrealized loss on interest rate cap, litigation charges, acquisition-related expenses, amortization of deferred financing costs and certain up-front-hiring costs, that it does not believe are representative of ongoing operating results.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the company’s control, which may cause actual results to differ significantly from those expressed in any forward-looking statement. Factors that could cause or contribute to such differences include, but are not limited to: declines in retail, real estate and general economic conditions; the impact of the COVID-19 pandemic on the business of the Company’s tenants and business, income, cash flow, results of operations, financial condition, liquidity, prospects, ability to service the Company’s debt obligations and ability to pay dividends and other distributions to shareholders, the Company’s historical exposure to Sears Holdings and the effects of its previously announced bankruptcy filing; the litigation filed against us and other defendants in the Sears Holdings adversarial proceeding pending in bankruptcy court; risks relating to redevelopment activities; contingencies to the commencement of rent under leases; the terms of the Company’s indebtedness; restrictions with which the Company is required to comply in order to maintain REIT status 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, 2020 . 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 diversified and mixed-use properties throughout the United States . As of September 30, 2021 , the Company’s portfolio consisted of interests in 170 properties comprised of approximately 10.0 million square feet of GLA or build-to-suit leased area (approximately 8.0 million at share), approximately 4.0 million of which is held by unconsolidated entities (approximately 2.0 million at share), approximately 600 acres held for or under development and approximately 10.0 million square feet of GLA or approximately 850 acres to be disposed of.
SERITAGE GROWTH PROPERTIES
September 30, 2021
December 31, 2020
ASSETS
Investment in real estate
Land
$
516,488
$
592,770
Buildings and improvements
999,343
1,107,532
Accumulated depreciation
(159,347
)
(142,206
)
1,356,484
1,558,096
Construction in progress
390,443
352,776
Net investment in real estate
1,746,927
1,910,872
Real estate held for sale
12,273
1,864
Investment in unconsolidated entities
464,244
457,033
Cash and cash equivalents
153,378
143,728
Restricted cash
7,150
6,526
Tenant and other receivables, net
27,499
46,570
Lease intangible assets, net
15,970
18,595
Prepaid expenses, deferred expenses and other assets, net
67,265
63,755
Total assets (1)
$
2,494,706
$
2,648,943
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Term Loan Facility, net
$
1,599,226
$
1,598,909
Sales-leaseback financing obligations
20,613
20,425
Accounts payable, accrued expenses and other liabilities
123,178
146,882
Total liabilities (1)
1,743,017
1,766,216
Commitments and contingencies (Note 9)
Shareholders' Equity
Class A common shares $0.01 par value; 100,000,000 shares authorized; 43,631,345 and 38,896,428 shares issued and outstanding as of September 30, 2021 and December 31, 2020 , respectively
436
389
Series A preferred shares $0.01 par value; 10,000,000 shares authorized; 2,800,000 shares issued and outstanding as of September 30, 2021 December 31, 2020 ; liquidation preference of $70,000
28
28
Additional paid-in capital
1,240,311
1,177,260
Accumulated deficit
(625,491
)
(528,637
)
Total shareholders' equity
615,284
649,040
Non-controlling interests
136,405
233,687
Total equity
751,689
882,727
Total liabilities and shareholders' equity
$
2,494,706
$
2,648,943
(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, 2021 , include the following amounts related to our consolidated VIEs, excluding the Operating Partnership : $6.6 million $3.9 million $(0.9) million $4.3 million December 31, 2020 , do not include assets and liabilities of consolidated variable interest entities.
SERITAGE GROWTH PROPERTIES
Three Months Ended September 30 ,
Nine Months Ended September 30 ,
2021
2020
2021
2020
REVENUE
Rental income
$
28,819
$
33,966
$
87,560
$
88,724
Management and other fee income / (expense)
184
(259
)
598
119
Total revenue
29,003
33,707
88,158
88,843
EXPENSES
Property operating
11,585
11,154
33,514
30,152
Real estate taxes
8,542
9,487
27,758
28,096
Depreciation and amortization
13,159
23,647
39,629
81,446
General and administrative
8,780
11,203
32,002
29,267
Total expenses
42,066
55,491
132,903
168,961
Gain / (loss) on sale of real estate, net
22,774
(14,706
)
65,079
59,959
Impairment of real estate assets
(3,814
)
(14,594
)
(70,053
)
(16,407
)
Equity in loss of unconsolidated entities
(5,535
)
(335
)
(9,024
)
(2,551
)
Interest and other income
48
1,986
8,202
2,460
Interest expense
(26,721
)
(22,742
)
(81,847
)
(66,400
)
Loss before taxes
(26,311
)
(72,175
)
(132,388
)
(103,057
)
Provision for taxes
(38
)
(226
)
(198
)
(215
)
Net loss
(26,349
)
(72,401
)
(132,586
)
(103,272
)
Net loss attributable to non-controlling interests
5,815
22,348
31,492
32,627
Net loss attributable to Seritage
$
(20,534
)
$
(50,053
)
$
(101,094
)
$
(70,645
)
Preferred dividends
(1,225
)
(1,225
)
(3,675
)
(3,675
)
Net loss attributable to Seritage common shareholders
$
(21,759
)
$
(51,278
)
$
(104,769
)
$
(74,320
)
Net loss per share attributable to Seritage Class A common shareholders - Basic
$
(0.50
)
$
(1.33
)
$
(2.50
)
$
(1.95
)
Net loss per share attributable to Seritage Class A common shareholders - Diluted
$
(0.50
)
$
(1.33
)
$
(2.50
)
$
(1.95
)
Weighted average Class A common shares outstanding - Basic
43,631
38,645
41,976
38,172
Weighted average Class A common shares outstanding - Diluted
43,631
38,645
41,976
38,172
Reconciliation of Net Loss to NOI and Total NOI (in thousands)
Three Months Ended
Nine Months Ended September 30 ,
NOI and Total NOI
September 30, 2021
June 30, 2021
September 30, 2020
2021
2020
Net loss
$
(26,349
)
$
(95,304
)
$
(72,401
)
$
(132,586
)
$
(103,272
)
Termination fee income
(379
)
—
(5,300
)
(2,990
)
(6,290
)
Management and other fee income / (expense)
(184
)
(279
)
259
(598
)
(119
)
Depreciation and amortization
13,159
13,328
23,647
39,629
81,446
General and administrative expenses
8,780
11,990
11,203
32,002
29,267
Equity in loss of unconsolidated entities
5,535
2,327
335
9,024
2,551
(Gain) / loss on sale of real estate
(22,774
)
(18,097
)
14,706
(65,079
)
(59,959
)
Impairment of real estate assets
3,814
64,539
14,594
70,053
16,407
Interest and other income
(48
)
(530
)
(1,986
)
(8,202
)
(2,460
)
Interest expense
26,721
28,976
22,742
81,847
66,400
Provision for income taxes
38
298
226
198
215
Straight-line rent / (expense)
(1,005
)
(1,238
)
(1,774
)
(2,033
)
3,621
Above/below market rental (income) / expense
48
102
(1,541
)
111
(1,677
)
NOI
$
7,356
$
6,112
$
4,710
$
21,376
$
26,130
Unconsolidated entities
Net operating income / (loss) of unconsolidated entities
666
1,646
1,481
4,749
4,297
Straight-line rent
(272
)
(168
)
(136
)
(576
)
(407
)
Above/below market rental (income) / expense
181
(29
)
(76
)
119
(616
)
Termination fee (income) / expense
144
(9
)
—
(607
)
(293
)
Total NOI
$
8,075
$
7,553
$
5,979
$
25,061
$
29,111
Reconciliation of Net Loss to FFO and Company FFO (in thousands)
Three Months Ended
Nine Months Ended September 30 ,
FFO and Company FFO
September 30, 2021
June 30, 2021
September 30, 2020
2021
2020
Net income / (loss)
$
(26,349
)
$
(95,304
)
$
(72,401
)
$
(132,586
)
$
(103,272
)
Real estate depreciation and amortization (consolidated properties)
12,781
12,959
23,158
38,496
79,946
Real estate depreciation and amortization (unconsolidated entities)
3,971
3,217
1,270
10,354
5,711
(Gain) / loss on sale of real estate
(22,774
)
(18,097
)
14,706
(65,079
)
(59,959
)
Impairment of real estate assets
3,814
64,539
14,594
70,053
16,407
Loss on disposition of real estate (unconsolidated entities)
2,086
—
—
2,086
—
Dividends on preferred shares
(1,225
)
(1,225
)
(1,225
)
(3,675
)
(3,675
)
FFO attributable to common shareholders and unitholders
$
(27,696
)
$
(33,911
)
$
(19,898
)
$
(80,351
)
$
(64,842
)
Termination fee income
(379
)
—
(5,300
)
(2,990
)
(6,290
)
Termination fee income (unconsolidated entities)
144
(9
)
—
(607
)
(293
)
Amortization of deferred financing costs
105
106
105
317
316
Severance and restructuring costs
2,891
2,196
—
5,087
425
Mortgage recording costs
26
2,313
—
2,339
—
Company FFO attributable to common shareholders and unitholders
$
(24,909
)
$
(29,305
)
$
(25,093
)
$
(76,205
)
$
(70,684
)
FFO per diluted common share and unit
$
(0.49
)
$
(0.61
)
$
(0.36
)
$
(1.44
)
$
(1.16
)
Company FFO per diluted common share and unit
$
(0.44
)
$
(0.52
)
$
(0.45
)
$
(1.36
)
$
(1.27
)
Weighted Average Common Shares and Units Outstanding
Weighted average common shares outstanding
43,631
42,772
38,645
41,976
38,172
Weighted average OP units outstanding
12,355
13,191
17,255
13,978
17,694
Weighted average common shares and units outstanding
55,986
55,963
55,900
55,954
55,866
View source version on businesswire.com : https://www.businesswire.com/news/home/20211102006381/en/
Seritage Growth Properties
IR@Seritage.com
Amanda Lombard
Stephanie Fukui
Source: Seritage Growth Properties
