Seritage Growth Properties Reports Fourth Quarter and Full Year 2024 Operating Results

Published: 2025-03-31 17:02:05 ET SRG

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 year ended December 31, 2024.

"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:

Financial Highlights:

For the year ended December 31, 2024:

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

Primary Markets

Secondary Markets

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

507 sf / 63 acres

335

20.9

Residential (3)

33 sf / 19 acres

9.5

Premier

228 sf / 69 acres

182

17.2

Non-Core (4)

134 sf / 15 acres

14.8

Unconsolidated

Other Entities

258 sf / 52 acres

13.0

Premier

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 Leases

Leased GLA

% of Total Leasable GLA

Gross Annual Base Rent ("ABR")

% of Total ABR

Gross Annual Rent PSF ("ABR PSF")

In-place retail leases

335.2

66.1

8,895.0

93.1

26.54

Tenants in lease negotiation

141.1

27.9

663.4

6.9

4.70

Total retail leases

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 66.1% for its Multi-Tenant retail properties. As of December 31, 2024, there is an additional approximately 70 thousand square feet available for lease.

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 Leases

Leased GLA

% of Total Leasable GLA

Gross Annual Base Rent ("ABR")

% of Total ABR

Gross Annual Rent PSF ("ABR PSF")

In-place retail leases

134.5

26.4

9,614.6

57.3

71.48

In-place office leases

108.0

28.0

6,936.9

41.4

63.35

SNO retail leases as of September 30, 2024(1)

46.7

3,688.1

78.90

Opened

)

(1.1

)

(111.1

)

101.00

SNO retail leases as of December 31, 2024(1)

45.6

8.3

3,577.0

21.3

78.44

Total diversified leases as of December 31, 2024

288.1

63.7

16,769.6

100.0

58.21

(1) SNO = Signed not yet opened leases

Aventura

During the fourth quarter of 2024, the Company continued to advance 216 thousand square feet of office and retail leasing at the project in Aventura, FL. With 78.7% leased through December 31, 2024, the Company has 46 thousand square feet or 21.3% available for lease, of which approximately 17 thousand square feet or 8.0% is in lease negotiation.

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, 2023

Net income (loss) attributable to Seritage common shareholders

(12,576

)

4,739

(158,436

)

(159,811

)

Net income (loss) per share attributable to Seritage common shareholders

(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 ($57) thousand NOI-cash basis at share relating to sold properties.

As of December 31, 2024, the Company had cash on hand of $97.7 million, including $12.5 million of restricted cash. The Company expects to use these sources of liquidity, together with a combination of future sales and/or potential alternative financing arrangements, to pay its financing obligations and fund its operations and development activity. The availability of funding from sales of assets 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 consolidated financial statements included in Part II, Item 8 and in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each in our Annual Report on Form 10-K.

Litigation Matters

On July 1, 2024, a purported shareholder of the Company filed a class action lawsuit in the U.S. District Court for the Southern District of New York, captioned Zhengxu He, Trustee of the He & Fang 2005 Revocable Living Trust v. Seritage Growth Properties, Case No. 1:24:CV:05007, alleging that the Company, the Company’s Chief Executive Officer, and the Company’s Chief Financial Officer violated the federal securities laws (the "Securities Action"). The complaint seeks to bring a class action on behalf of all persons and entities that purchased or otherwise acquired Company securities between July 7, 2022 and May 10, 2024. The complaint alleges that the defendants violated federal securities laws by issuing false, misleading, and/or omissive disclosures concerning the Company’s alleged lack of effective internal controls regarding the identification and review of impairment indicators for investments in real estate and the Company’s value and projected gross proceeds of certain real estate assets. The complaint seeks compensatory damages in an unspecified amount to be proven at trial, an award of reasonable costs and expenses to the plaintiff and class counsel, and such other and further relief as the court may deem just and proper. . On or around January 15, 2025, another purported shareholder of the Company filed a derivative lawsuit in the U.S. District Court for the District of Maryland, captioned Paul Sidhu v. Seritage Growth Properties, Case No. 1:25-cv-00152 (the "Sidhu Derivative Action"). On or around January 20, 2025, another purported shareholder of the Company filed a derivative lawsuit in the U.S. District Court for the District of Maryland, captioned James Wallen v. Seritage Growth Properties, Case No. 1:25-cv-00190 (the "Wallen Derivative Action" and together with the Sidhu Derivative Action, the "Derivative Actions"). The Derivative Actions allege the same or similar claimed acts and omissions underlying the Securities Action, assert breach of fiduciary duty and other claims against the Company’s Chief Executive Officer, the Company’s Chief Financial Officer, and current and former members of the Company’s Board of Trustees, and name the Company as a nominal defendant. The complaint in each of the Derivative Actions seeks compensatory damages in an unspecified amount to be proven at trial, an order directing the Company and the individual defendants to reform and improve the Company’s corporate governance and internal procedures, restitution from the individual defendants, an award of costs and expenses to the plaintiff and reasonable attorneys’ and experts’ fees, costs, and expenses, and such other and further relief as the court may deem just and proper. On February 13, 2025, the parties to the Derivative Actions filed a stipulation and proposed order seeking to consolidate the Derivative Actions and appoint lead counsel. The Company intends to vigorously defend itself against the allegations in these lawsuits.

Dividends

On February 29, 2024, 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, 2024 to holders of record on March 29, 2024.

On May 2, 2024, 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 July 15, 2024 to holders of record on June 28, 2024.

On July 31, 2024, 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, 2024 to holders of record on September 30, 2024.

On October 28, 2024, 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 January 15, 2025 to holders of record on December 31, 2024.

On February 26, 2025, 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 paid on April 15, 2025 to holders of record on March 31, 2025.

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 $80,000. Mr. Metz will also continue to serve as Board Chairman, and the Board has appointed Mitchell Sabshon to serve as Lead Independent Director as of the Separation Date.

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 the United States (“GAAP”).

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 the United States. As of December 31, 2024, the Company’s portfolio consisted of interests in 17 properties comprised of approximately 1.7 million square feet of gross leasable area (“GLA”) or build-to-suit leased area and 274 acres of land. The portfolio consists of approximately 0.9 million square feet of GLA and 166 acres of land held by 10 wholly owned properties (such properties, the “Consolidated Properties”) and 0.8 million square feet of GLA and 108 acres of land held by seven unconsolidated entities (such properties, the “Unconsolidated Properties”).

SERITAGE GROWTH PROPERTIES CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) (Unaudited)

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 $0.01 par value; 100,000,000 shares authorized; 56,274,466 and 56,194,727 shares issued and outstanding as of December 31, 2024 and 2023, respectively

562

Series A preferred shares $0.01 par value; 10,000,000 shares authorized; 2,800,000 shares issued and outstanding as of December 31, 2024 and 2023; liquidation preference of $70,000

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: $3.3 million of land, $2.8 million of building and improvements, $(0.9) million of accumulated depreciation and $3.2 million of other assets included in other line items. The Company's consolidated balance sheets as of December 31, 2023, include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $3.3 million of land, $2.8 million of building and improvements, $(0.8) million of accumulated depreciation and $2.4 million of other assets included in other line items.

SERITAGE GROWTH PROPERTIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited)

Year Ended December 31,

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 common shareholders - Basic

(2.82

)

(2.85

)

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

(2.82

)

(2.85

)

Weighted average Class A common shares outstanding - Basic

56,255

56,151

Weighted average Class A common shares outstanding - Diluted

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

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

)

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

Doral

Full Site

195,600

Ft. Meyer

Full Site

146,800

Plantation

Full Site

204,000

Frisco

Full Site

87,500

Nanuet

Full Site

110,700

(1) Square footage at share

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