UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 |
Results of Operations and Financial Condition. |
On November 5, 2020, the Company issued a press release regarding its financial results for the three and nine months ended September 30, 2020. A copy of the press release is furnished as Exhibit 99.1 to this report.
In addition, on November 5, 2020, the Company published certain supplementary financial information relating to the three and nine months ended September 30, 2020. Such information is furnished as Exhibit 99.2 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01 |
Regulation FD. |
On November 5, 2020, the Company posted to its website (www.seritage.com) a presentation that includes updates related to the effects of the COVID-19 pandemic on the Company’s business operations. A copy of the presentation is furnished as Exhibit 99.3 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.3, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
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Description |
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99.1 |
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99.2 |
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99.3 |
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104 |
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Cover Page Interactive Data File (embedded within Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SERITAGE GROWTH PROPERTIES |
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By: |
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/s/ Matthew Fernand |
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Matthew Fernand |
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Executive Vice President, General Counsel & Secretary |
Date: November 5, 2020
Exhibit 99.1
Seritage Growth Properties Reports Third Quarter 2020 Operating Results
New York, NY – November 5, 2020 – Seritage Growth Properties (NYSE: SRG) (the “Company”), a national owner of 195 retail and mixed-use properties totaling approximately 30.4 million square feet of gross leasable area (“GLA”), today reported financial and operating results for the three and nine months ended September 30, 2020, and provided a business update in light of the ongoing COVID-19 pandemic.
Summary Financial Results
For the three months ended September 30, 2020:
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Net loss attributable to common shareholders of $51.3 million, or $1.33 per share |
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Total Net Operating Income (“Total NOI”) of $6.0 million |
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Funds from Operations (“FFO”) of ($19.9) million, or ($0.36) per share |
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Company FFO of ($25.1) million, or ($0.45) per share |
For the nine months ended September 30, 2020:
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Net loss attributable to common shareholders of $74.3 million, or $1.95 per share |
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Total NOI of $29.1 million |
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FFO of ($64.8) million, or ($1.16) per share |
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Company FFO of ($70.7) million, or ($1.27) per share |
COVID-19 Business Update
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Rental income collections were: |
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Q2 2020: collected 70% and agreed to defer an additional 25%; |
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Q3 2020: collected 86% and agreed to defer an additional 10%; |
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October 2020: collected 86% and agreed to defer an additional 8% ; |
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Generated $284.4 million of gross proceeds through monetization activity year to date, including $113.6 million during the three months ended September 30, 2020 and $11.8 million subsequent to the end of the third quarter; and |
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Had asset sales under contract for anticipated gross proceeds of $62.5 million, subject to buyer diligence and closing conditions. |
“We continue to benefit from the breadth of our asset base including the diversity of our tenant roster and our geographic diversity. Our tenants are now 95% open, with rent collections in the third quarter of 96%, including 86% collected in cash and 10% addressed per signed deferral agreements. We made strong progress on monetizing assets with proceeds of $113.6 million generated from transactions in the third quarter. Year to date, we have monetized assets totaling $284 million, of which $166.7 million were income producing assets sold at an average cap rate of 5.9%. Since inception, we have reduced the portfolio to a more focused group of 195 assets from 266 assets and raised approximately $985 million in proceeds from asset monetization activity, allowing us to focus our human and capital resources on our top redevelopment opportunities,” said Benjamin Schall, President and Chief Executive Officer.
1
Mr. Schall continued, “We continue to be prudent with respect to development capital expenditures, with a prioritization on continuing projects where we can generate near-term income from stronger national tenants. We are also advancing master planning, entitlement and site infrastructure on our multi-family portfolio, having partnered with well-established apartment developers on over 5,500 apartment units. These partners share our view on the significant value creation opportunities to convert our land parcels into differentiated residential communities, with an emphasis on walkability, services, amenities and greenspace. These priorities are consistent with our efforts to work through this period of disruption and uncertainty while preserving the value of our platform and portfolio over the medium and long term.”
Portfolio Update (as of September 30, 2020)
Premier and Larger Scale
Includes 34 assets totaling 6.5 million square feet (5.7 million at share) of existing retail space that the Company believes can be expanded and densified by integrating retail, residential, office and other uses. Allowing for the risk and extended timeframes inherent in the entitlement process, the Company believes that the density on these sites could ultimately evolve to include a total of 6,500 to 7,500 residential units and over 5.0 million square feet of mixed-use commercial space.
Includes 136 assets totaling 21.2 million square feet (19.5 million at share) of existing space that the Company has redeveloped, or believes can be redeveloped, into first-class, multi-tenant retail centers or repurposed for alternate, non-retail uses.
Smaller Market
Includes 25 assets totaling 2.8 million square feet of existing space that the Company will continue to market for sale, subject to achieving appropriate value relative to any potential redevelopment opportunities.
Operating Results
During the three months ended September 30, 2020, the Company monetized six properties and nine outparcels totaling 1.4 million square feet and generated $113.6 million of gross proceeds, including one new joint venture and one sale-leaseback transaction.
Total monetization activity for the nine months ended September 30, 2020 consisted of 19 properties and 12 outparcels totaling 3.1 million square feet and $272.5 million of gross proceeds.
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$166.7 million of the gross proceeds were from income-producing properties sold at a blended cap rate of 5.9%. |
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An additional $57.8 million of gross proceeds were from vacant assets sold at $37 PSF. These vacant assets also incurred $3.7 million of annual carry costs. |
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The remaining $48.0 million of gross proceeds were from the joint venture and sale leaseback transactions. |
Subsequent to September 30, 2020, the Company sold two properties and one outparcel for aggregate gross proceeds of $11.8 million and, as of October 30, 2020, the Company had assets under contract for sale representing anticipated gross proceeds of $62.5 million, subject to buyer diligence and closing conditions.
Since it began its capital recycling program in July 2017, the Company has raised over $985 million of gross cash proceeds from the sale or joint venture of interests in 86 properties, plus outparcels at several properties.
Leasing
During the three months ended September 30, 2020, the Company signed new leases totaling 51,000 square feet at an average base rent of $17.71 PSF. On a same-space basis, new rents averaged 4.2x prior rents for space formerly occupied by Sears or Kmart, increasing to $20.91 PSF for new tenants compared to $4.93 PSF paid by Sears or Kmart across 19,000 square feet.
2
The table below provides a summary of the Company’s leasing activity, including its proportional share of unconsolidated entities, for the three and nine months ended September 30, 2020 and since the Company’s inception in July 2015:
(in thousands, except PSF amounts) |
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Since |
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Q3 2020 |
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FY2020 |
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Inception |
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Leases |
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6 |
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24 |
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426 |
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Square feet |
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51,000 |
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272,000 |
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10,699,000 |
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Annual base rent ($000s) |
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$ |
903 |
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$ |
5,461 |
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$ |
185,229 |
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Annual base rent PSF (1) |
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$ |
17.71 |
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$ |
20.08 |
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$ |
18.34 |
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Re-leasing multiple (1)(2) |
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4.2 |
x |
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3.6 |
x |
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4.0 |
x |
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(1) |
Excludes certain self storage, medical office, auto-related and ground leases. |
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(2) |
Excludes densification square footage (e.g. new outparcel developments) and backfill of vacant space not previously occupied by Sears or Kmart. |
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The table below provides a summary of all signed leases as of September 30, 2020, including unconsolidated entities at the Company’s proportional share:
(in thousands except number of leases and PSF data) |
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Number of |
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Leased |
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% of Total |
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Annual Base |
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% of |
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Tenant |
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Leases |
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GLA |
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Leased GLA |
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Rent ("ABR") |
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Total ABR |
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ABR PSF |
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In-place diversified leases |
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278 |
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6,416 |
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63.7 |
% |
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$ |
96,393 |
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58.3 |
% |
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$ |
15.02 |
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SNO diversified leases (1) |
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138 |
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2,927 |
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29.1 |
% |
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63,858 |
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38.6 |
% |
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21.82 |
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Total diversified leases |
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416 |
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9,343 |
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92.8 |
% |
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$ |
160,251 |
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96.9 |
% |
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$ |
17.15 |
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Sears or Kmart (2) |
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7 |
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729 |
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7.2 |
% |
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5,219 |
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3.1 |
% |
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7.16 |
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Total |
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423 |
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10,072 |
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100.0 |
% |
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$ |
165,470 |
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100.0 |
% |
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$ |
16.43 |
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(1) |
SNO = signed not yet opened leases. |
(2) |
Includes five properties subject to a master lease (the “Holdco Master Lease”) between the Company and affiliates of Transform Holdco LLC (“Holdco”), an affiliate of ESL Investments, Inc., and two leases between the Company’s unconsolidated entities and Holdco. |
The table below provides a reconciliation of SNO leases from December 31, 2019 to September 30, 2020, including unconsolidated entities at the Company’s proportional share:
(in thousands except number of leases and PSF data) |
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Number of |
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Annual |
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Annual |
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SNO Leases |
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GLA |
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Rent |
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Rent PSF |
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As of December 31, 2019 |
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174 |
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4,204 |
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$ |
84,348 |
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$ |
20.06 |
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Opened (1) |
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(23 |
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(576 |
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(9,943 |
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17.26 |
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Sold / contributed / terminated |
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(34 |
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(968 |
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(15,803 |
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16.33 |
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Signed (1) |
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21 |
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267 |
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5,256 |
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19.69 |
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As of September 30, 2020 |
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138 |
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2,927 |
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$ |
63,858 |
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$ |
21.82 |
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(1) |
“Opened” includes, and “Signed” excludes, three leases that were both signed and opened during the nine months ended September 30, 2020. |
During the nine months ended September 30, 2020, the majority of the $15.8 million of SNO leases that were sold, contributed to unconsolidated entities or terminated was comprised of leases terminated with fitness, entertainment and food & beverage tenants at projects at which the Company had not yet deployed significant amounts of capital.
Development
During the three months ended September 30, 2020, the Company continued work on components of certain suburban retail redevelopment projects, including those it had restarted during the three months ended June 30, 2020 and certain spaces that had been previously delivered to tenants. This project activity represents a total investment of approximately $45.8 million, of which approximately $15.5 million was incurred during the three months ended September 30, 2020, and potential annual rental income of approximately $13.5 million, of which $1.3 million commenced during the three months ended September 30, 2020. The balance of the rental income is expected to commence over the next 12 months, subject to tenant opening schedules.
3
The Company also continues to perform limited non-tenant construction activity at select properties, including its previously underway premier projects in Aventura (FL), Santa Monica (CA) and La Jolla (CA). The Company continues to work with tenants to preserve signed leases and modify schedules for project completion and initial store openings.
Additionally, the Company continues to work with its development partners to obtain project financing and reassess construction schedules for two previously announced multifamily projects, in Redmond (WA) and Dallas (TX), each of which represents the first phase of larger, mixed-use developments. A third previously announced multifamily project in Chicago (IL) was sold during the three months ended September 30, 2020.
The remainder of the Company’s previously announced redevelopment projects remain on hold due to the COVID-19 pandemic and the direct impacts on the Company’s business.
Balance Sheet and Liquidity
As of September 30, 2020, the Company had cash on hand of $120.9 million, including $2.7 million of restricted cash, and, as of October 30, 2020, the Company had closed asset sales totaling $11.8 million during the fourth quarter and had additional asset sales under contract for anticipated gross proceeds of $62.5 million, subject to buyer diligence and closing conditions. The Company expects to use these sources of liquidity, together with a combination of future sales of wholly-owned assets and interests in unconsolidated entities and/or potential credit and capital markets transactions to fund its operations and select development activity.
The availability of funding from sales of assets and credit or capital markets transactions is subject to various conditions, including the consent of the Company’s lender under its $2.0 billion term loan facility (the “Term Loan Facility”), and there can be no assurance that such transactions will be consummated.
In addition, as previously disclosed, on May 5, 2020, the Company and Berkshire Hathaway, the administrative agent and the lender under the Term Loan Facility, entered into an amendment (the “Amendment”) to the agreement governing the Term Loan Facility that permits the deferral of interest payments based on the amount of Available Cash (as defined in the Amendment) for each period. Additionally, the Amendment provides that the administrative agent and the lenders express their continued support for asset dispositions, subject to the Administrative Agent’s right to approve the terms of individual transactions due to the occurrence of a Financial Metric Trigger Event, as such term is defined under the Term Loan Facility. As of September 30, 2020, the Company has not deferred any interest and had paid all interest due under the Term Loan Facility.
The Term Loan Facility includes a $400 million Incremental Funding Facility, access to which is subject to rental income from non-Sears Holdings tenants of at least $200 million, on an annualized basis and after giving effect to SNO leases expected to commence rent payment within 12 months, which the Company has not yet achieved. The timing of the Company’s ability to access the Incremental Funding Facility, if at all, will be adversely impacted by the COVID-19 pandemic.
Dividends
On September 17, 2020, the Company’s Board of Trustees declared a preferred stock dividend of $0.4375 per each Series A Preferred Share. The preferred dividend was paid on October 15, 2020 to holders of record on September 30, 2020.
The Company’s Board of Trustees does not expect to declare dividends on its common shares in 2020 unless required to do so to maintain REIT status.
4
The table below provides a summary of the Company’s financial results for the three and nine months ended September 30, 2020 and September 30, 2019:
(in thousands except per share amounts) |
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2020 |
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2019 |
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2020 |
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2019 |
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Net loss attributable to Seritage common shareholders |
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$ |
(51,278 |
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$ |
(12,103 |
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$ |
(74,320 |
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$ |
(38,423 |
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Net loss per diluted share attributable to Seritage common shareholders |
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(1.33 |
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(0.33 |
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(1.95 |
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(1.06 |
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Total NOI |
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5,979 |
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14,661 |
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29,111 |
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53,584 |
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FFO |
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(19,898 |
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(2,389 |
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(64,842 |
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(13,734 |
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FFO per diluted share |
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(0.36 |
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(0.04 |
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(1.16 |
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(0.25 |
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Company FFO |
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(25,093 |
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(7,808 |
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(70,684 |
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(18,930 |
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(0.45 |
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(0.14 |
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(1.27 |
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(0.34 |
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Net Loss
The following items contributed to the increased net loss for the three and nine months ended September 30, 2020:
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Reduced rental income as a result of recapture and termination activity under the Holdco Master Lease and the recognition of rental income deemed to be uncollectible; |
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Increased legal and other costs related to on-going litigation; |
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The reduction, by $30.0 million, of a previously recorded $38.8 million gain to $8.8 million related to the contribution of The Mark 302 in Santa Monica (CA) to a joint venture subject to variable consideration (subsequent to September 30, 2020, the final determination date for the variable consideration was extended from December 31, 2020 to September 30, 2021 and the final gain will be no more than $38.8 million and no less than $8.8 million); and |
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The impairment of certain assets including $10.3 million recognized upon the sale of two properties, which were partially offset by an increase in gains on asset sales of $2.8 million and $44.6 million during the three and nine months ended September 30, 2020, respectively. |
Total NOI
The decrease in Total NOI was driven primarily by (i) reduced rental income as a result of recapture and termination activity under the Holdco Master Lease and (ii) the recognition of rental income deemed uncollectible for the three and nine months ended September 30, 2020, respectively.
FFO and Company FFO
The decrease in FFO was driven primarily by the same factors driving the decreases in Total NOI, as well as increased legal and other costs related to on-going litigation.
COVID-19 Pandemic
The COVID-19 pandemic continues to have a significant impact on the retail, retail real estate and real estate development industries in the United States, including the Company’s properties. As of October 30, 2020, approximately 95% of the Company’s in-place tenants (representing 97% of leased GLA and 95% of ABR) were open and/or operating in some capacity and the Company continues to work with tenants to manage rent collections.
As of October 30, 2020, the Company had collected 86% of rental income for the three months ended September 30, 2020, and agreed to defer an additional 10%. As of October 30, 2020, the Company had also collected 86% of October 2020 rental income, and agreed to defer an additional 8%. While the Company intends to enforce its contractual rights under its leases, there can be no assurance that additional rental modification agreements will be reached or that tenants will meet their future obligations.
The Company continues to maintain a cautious approach as it responds to the evolving COVID-19 pandemic with an emphasis on managing its cash resources and preserving the value of its assets and its platform. The Company expects to continue monetizing
5
certain assets and selectively allocating capital to a priority set of assets and redevelopment opportunities, including its premier and larger-scale portfolio, suburban retail projects with near-term rent commencements and, potentially, other retail and non-retail projects.
As a result of the rapid development, fluidity and uncertainty surrounding this situation, the Company expects that these conditions will change, potentially significantly, in future periods and results for the three and nine months ended September 30, 2020 may not be indicative of the impact of the COVID-19 pandemic on the Company’s business for the fourth quarter of 2020 or 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.
Supplemental Report
A Supplemental Report will be available in the Investors section of the Company’s website, www.seritage.com.
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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 we deem 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. 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 non-comparable items, such as termination fee income, 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.
7
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,” “will,” “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: our 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; Holdco’s termination and other rights under its master lease with us; competition in the real estate and retail industries; risks relating to our recapture and redevelopment activities; contingencies to the commencement of rent under leases; the terms of our indebtedness; restrictions with which we are required to comply in order to maintain REIT status and other legal requirements to which we are 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 our ability to fund operations and ongoing development; our ability to access or obtain sufficient sources of financing to fund our liquidity needs; our relatively limited history as an operating company; and the impact of the COVID-19 pandemic on the business of our tenants and our business, income, cash flow, results of operations, financial condition, liquidity, prospects, ability to service our debt obligations and our ability to pay dividends and other distributions to our shareholders. For additional discussion of these and other applicable risks, assumptions and uncertainties, see the “Risk Factors” and forward-looking statement disclosure contained in our filings with the Securities and Exchange Commission, including the risk factors relating to Sears Holdings and Holdco. While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially. We intend 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 Growth Properties is a publicly-traded, self-administered and self-managed REIT with 166 wholly-owned properties and 29 unconsolidated properties totaling approximately 30.4 million square feet of space across 44 states and Puerto Rico. The Company was formed to unlock the underlying real estate value of a high-quality retail portfolio it acquired from Sears Holdings in July 2015. The Company’s mission is to create and own revitalized shopping, dining, entertainment and mixed-use destinations that provide enriched experiences for consumers and local communities, and create long-term value for our shareholders.
Contact
Seritage Growth Properties
646-277-1268
IR@Seritage.com
8
CONDENSED Consolidated Balance SheetS
(In thousands, except share and per share amounts)
(Unaudited)
|
|
September 30, 2020 |
|
|
December 31, 2019 |
|
||
ASSETS |
|
|
|
|
|
|
|
|
Investment in real estate |
|
|
|
|
|
|
|
|
Land |
|
$ |
601,882 |
|
|
$ |
667,004 |
|
Buildings and improvements |
|
|
1,172,848 |
|
|
|
1,112,653 |
|
Accumulated depreciation |
|
|
(142,025 |
) |
|
|
(147,696 |
) |
|
|
|
1,632,705 |
|
|
|
1,631,961 |
|
Construction in progress |
|
|
363,317 |
|
|
|
338,672 |
|
Net investment in real estate |
|
|
1,996,022 |
|
|
|
1,970,633 |
|
Real estate held for sale |
|
|
8,190 |
|
|
|
5,275 |
|
Investment in unconsolidated entities |
|
|
487,424 |
|
|
|
445,077 |
|
Cash and cash equivalents |
|
|
118,227 |
|
|
|
139,260 |
|
Restricted cash |
|
|
2,692 |
|
|
|
— |
|
Tenant and other receivables, net |
|
|
39,916 |
|
|
|
54,470 |
|
Lease intangible assets, net |
|
|
20,756 |
|
|
|
68,153 |
|
Prepaid expenses, deferred expenses and other assets, net |
|
|
69,788 |
|
|
|
67,744 |
|
Total assets |
|
$ |
2,743,015 |
|
|
$ |
2,750,612 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Term Loan Facility, net |
|
$ |
1,598,804 |
|
|
$ |
1,598,487 |
|
Sales-leaseback financing obligations |
|
|
20,416 |
|
|
|
— |
|
Accounts payable, accrued expenses and other liabilities |
|
|
184,000 |
|
|
|
108,755 |
|
Total liabilities |
|
|
1,803,220 |
|
|
|
1,707,242 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' Equity |
|
|
|
|
|
|
|
|
Class A common shares $0.01 par value; 100,000,000 shares authorized; 38,644,689 and 36,897,364 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively |
|
|
386 |
|
|
|
369 |
|
Class B common shares $0.01 par value; 5,000,000 shares authorized; 0 and 1,242,536 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively |
|
|
— |
|
|
|
12 |
|
Series A preferred shares $0.01 par value; 10,000,000 shares authorized; 2,800,000 shares issued and outstanding as of September 30, 2020 and December 31, 2019; liquidation preference of $70,000 |
|
|
28 |
|
|
|
28 |
|
Additional paid-in capital |
|
|
1,179,727 |
|
|
|
1,149,721 |
|
Accumulated deficit |
|
|
(493,031 |
) |
|
|
(418,711 |
) |
Total shareholders' equity |
|
|
687,110 |
|
|
|
731,419 |
|
Non-controlling interests |
|
|
252,685 |
|
|
|
311,951 |
|
Total equity |
|
|
939,795 |
|
|
|
1,043,370 |
|
Total liabilities and equity |
|
$ |
2,743,015 |
|
|
$ |
2,750,612 |
|
9
CONDENSED Consolidated Statements of OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
REVENUE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
|
$ |
33,966 |
|
|
$ |
46,833 |
|
|
$ |
88,724 |
|
|
$ |
129,108 |
|
Management and other fee income |
|
|
(259 |
) |
|
|
795 |
|
|
|
119 |
|
|
|
2,891 |
|
Total revenue |
|
|
33,707 |
|
|
|
47,628 |
|
|
|
88,843 |
|
|
|
131,999 |
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating |
|
|
11,154 |
|
|
|
11,462 |
|
|
|
30,152 |
|
|
|
31,001 |
|
Real estate taxes |
|
|
9,487 |
|
|
|
9,164 |
|
|
|
28,096 |
|
|
|
29,515 |
|
Depreciation and amortization |
|
|
23,647 |
|
|
|
21,593 |
|
|
|
81,446 |
|
|
|
68,003 |
|
General and administrative |
|
|
11,203 |
|
|
|
8,130 |
|
|
|
29,267 |
|
|
|
26,186 |
|
Total expenses |
|
|
55,491 |
|
|
|
50,349 |
|
|
|
168,961 |
|
|
|
154,705 |
|
(Loss) gain on sale of real estate, net |
|
|
(14,706 |
) |
|
|
12,445 |
|
|
|
59,959 |
|
|
|
45,318 |
|
Impairment of real estate assets |
|
|
(14,594 |
) |
|
|
— |
|
|
|
(16,407 |
) |
|
|
— |
|
Equity in loss of unconsolidated entities |
|
|
(335 |
) |
|
|
(5,616 |
) |
|
|
(2,551 |
) |
|
|
(14,338 |
) |
Interest and other income |
|
|
1,986 |
|
|
|
1,416 |
|
|
|
2,460 |
|
|
|
6,189 |
|
Interest expense |
|
|
(22,742 |
) |
|
|
(22,046 |
) |
|
|
(66,400 |
) |
|
|
(67,641 |
) |
Loss before taxes |
|
|
(72,175 |
) |
|
|
(16,522 |
) |
|
|
(103,057 |
) |
|
|
(53,178 |
) |
Provision for taxes |
|
|
(226 |
) |
|
|
40 |
|
|
|
(215 |
) |
|
|
(83 |
) |
Net loss |
|
|
(72,401 |
) |
|
|
(16,482 |
) |
|
|
(103,272 |
) |
|
|
(53,261 |
) |
Net loss attributable to non-controlling interests |
|
|
22,348 |
|
|
|
5,604 |
|
|
|
32,627 |
|
|
|
18,513 |
|
Net loss attributable to Seritage |
|
$ |
(50,053 |
) |
|
$ |
(10,878 |
) |
|
$ |
(70,645 |
) |
|
$ |
(34,748 |
) |
Preferred dividends |
|
|
(1,225 |
) |
|
|
(1,225 |
) |
|
|
(3,675 |
) |
|
|
(3,675 |
) |
Net loss attributable to Seritage common shareholders |
|
$ |
(51,278 |
) |
|
$ |
(12,103 |
) |
|
$ |
(74,320 |
) |
|
$ |
(38,423 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share attributable to Seritage Class A and Class C common shareholders - Basic |
|
$ |
(1.33 |
) |
|
$ |
(0.33 |
) |
|
$ |
(1.95 |
) |
|
$ |
(1.06 |
) |
Net loss per share attributable to Seritage Class A and Class C common shareholders - Diluted |
|
$ |
(1.33 |
) |
|
$ |
(0.33 |
) |
|
$ |
(1.95 |
) |
|
$ |
(1.06 |
) |
Weighted average Class A and Class C common shares outstanding - Basic |
|
|
38,645 |
|
|
|
36,829 |
|
|
|
38,172 |
|
|
|
36,268 |
|
Weighted average Class A and Class C common shares outstanding - Diluted |
|
|
38,645 |
|
|
|
36,829 |
|
|
|
38,172 |
|
|
|
36,268 |
|
10
Reconciliation of Net Loss to NOI and Total NOI (in thousands)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
NOI and Total NOI |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
Net loss |
|
$ |
(72,401 |
) |
|
$ |
(16,482 |
) |
|
$ |
(103,272 |
) |
|
$ |
(53,261 |
) |
Termination fee income |
|
|
(5,300 |
) |
|
|
(5,525 |
) |
|
|
(6,290 |
) |
|
|
(5,525 |
) |
Management and other fee income |
|
|
259 |
|
|
|
(795 |
) |
|
|
(119 |
) |
|
|
(2,891 |
) |
Depreciation and amortization |
|
|
23,647 |
|
|
|
21,593 |
|
|
|
81,446 |
|
|
|
68,003 |
|
General and administrative expenses |
|
|
11,203 |
|
|
|
8,130 |
|
|
|
29,267 |
|
|
|
26,186 |
|
Equity in loss of unconsolidated entities |
|
|
335 |
|
|
|
5,616 |
|
|
|
2,551 |
|
|
|
14,338 |
|
Loss (gain) on sale of real estate |
|
|
14,706 |
|
|
|
(12,445 |
) |
|
|
(59,959 |
) |
|
|
(45,318 |
) |
Impairment of real estate assets |
|
|
14,594 |
|
|
|
— |
|
|
|
16,407 |
|
|
|
— |
|
Interest and other income |
|
|
(1,986 |
) |
|
|
(1,416 |
) |
|
|
(2,460 |
) |
|
|
(6,189 |
) |
Interest expense |
|
|
22,742 |
|
|
|
22,046 |
|
|
|
66,400 |
|
|
|
67,641 |
|
Provision for income taxes |
|
|
226 |
|
|
|
(40 |
) |
|
|
215 |
|
|
|
83 |
|
Straight-line rent |
|
|
(1,774 |
) |
|
|
(6,661 |
) |
|
|
3,621 |
|
|
|
(15,625 |
) |
Above/below market rental income/expense |
|
|
(1,541 |
) |
|
|
(135 |
) |
|
|
(1,677 |
) |
|
|
(382 |
) |
NOI |
|
$ |
4,710 |
|
|
$ |
13,886 |
|
|
$ |
26,130 |
|
|
$ |
47,060 |
|
Unconsolidated entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOI (before adjustments) |
|
|
1,481 |
|
|
|
1,086 |
|
|
|
4,297 |
|
|
|
8,245 |
|
Straight-line rent |
|
|
(136 |
) |
|
|
(98 |
) |
|
|
(407 |
) |
|
|
(37 |
) |
Above/below market rental income/expense |
|
|
(76 |
) |
|
|
(213 |
) |
|
|
(616 |
) |
|
|
(1,684 |
) |
Termination fee income |
|
|
— |
|
|
|
— |
|
|
|
(293 |
) |
|
|
— |
|
Total NOI |
|
$ |
5,979 |
|
|
$ |
14,661 |
|
|
$ |
29,111 |
|
|
$ |
53,584 |
|
Reconciliation of Net Loss to FFO and Company FFO (in thousands)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
||||||||||
FFO and Company FFO |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
|
||||
Net loss |
|
$ |
(72,401 |
) |
|
$ |
(16,482 |
) |
|
$ |
(103,272 |
) |
|
$ |
(53,261 |
) |
|
Real estate depreciation and amortization (consolidated properties) |
|
|
23,158 |
|
|
|
21,011 |
|
|
|
79,946 |
|
|
|
66,386 |
|
|
Real estate depreciation and amortization (unconsolidated entities) |
|
|
1,270 |
|
|
|
6,752 |
|
|
|
5,711 |
|
|
|
22,134 |
|
|
Loss (gain) on sale of real estate |
|
|
14,706 |
|
|
|
(12,445 |
) |
|
|
(59,959 |
) |
|
|
(45,318 |
) |
|
Impairment of real estate assets |
|
|
14,594 |
|
|
|
— |
|
|
|
16,407 |
|
|
|
— |
|
|
Dividends on preferred shares |
|
|
(1,225 |
) |
|
|
(1,225 |
) |
|
|
(3,675 |
) |
|
|
(3,675 |
) |
|
FFO attributable to common shareholders and unitholders |
|
$ |
(19,898 |
) |
|
$ |
(2,389 |
) |
|
$ |
(64,842 |
) |
|
$ |
(13,734 |
) |
|
Termination fee income |
|
|
(5,300 |
) |
|
|
(5,525 |
) |
|
|
(6,290 |
) |
|
|
(5,525 |
) |
|
Termination fee income (unconsolidated entities) |
|
|
— |
|
|
|
— |
|
|
|
(293 |
) |
|
|
— |
|
|
Amortization of deferred financing costs |
|
|
105 |
|
|
|
106 |
|
|
|
316 |
|
|
|
329 |
|
|
Severance costs |
|
|
— |
|
|
|
— |
|
|
|
425 |
|
|
|
— |
|
|
Company FFO attributable to common shareholders and unitholders |
|
$ |
(25,093 |
) |
|
$ |
(7,808 |
) |
|
$ |
(70,684 |
) |
|
$ |
(18,930 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per diluted common share and unit |
|
$ |
(0.36 |
) |
|
$ |
(0.04 |
) |
|
$ |
(1.16 |
) |
|
$ |
(0.25 |
) |
|
Company FFO per diluted common share and unit |
|
$ |
(0.45 |
) |
|
$ |
(0.14 |
) |
|
$ |
(1.27 |
) |
|
$ |
(0.34 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Common Shares and Units Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
38,645 |
|
|
|
36,829 |
|
|
|
38,172 |
|
|
|
36,268 |
|
|
Weighted average OP units outstanding |
|
|
17,255 |
|
|
|
18,973 |
|
|
|
17,694 |
|
|
|
19,532 |
|
|
Weighted average common shares and units outstanding |
|
|
55,900 |
|
|
|
55,802 |
|
|
|
55,866 |
|
|
|
55,800 |
|
|
11
Exhibit 99.2
SUPPLEMENTAL INFORMATION || PERIOD ENDED SEPTEMBER 30, 2020
INTRODUCTION |
|
|
|
Seritage Growth Properties (NYSE: SRG) (“Seritage” or the “Company”) is a fully-integrated, self-administered and self-managed REIT that is principally engaged in the acquisition, ownership, development, redevelopment, management, and leasing of diversified retail and mixed-use real estate throughout the United States.
As of September 30, 2020, the Company’s portfolio consisted of interests in 195 properties totaling approximately 30.4 million square feet of gross leasable area, including 166 wholly owned properties totaling approximately 25.7 million square feet of GLA across 44 states and Puerto Rico (the “Wholly Owned Properties”), and interests in 29 properties totaling approximately 4.7 million square feet of GLA across 14 states that are owned in unconsolidated entities (the “Unconsolidated Properties”).
The Company’s primary objective is to create value for its shareholders through the re-leasing and redevelopment of the majority of its Wholly Owned Properties and Unconsolidated Properties. In doing so, the Company expects to meaningfully grow net operating income and diversify its tenant base while transforming its portfolio from one with a single-tenant orientation to one comprised predominately of first-class, multi-tenant shopping centers and larger-scale, mixed-use properties. In order to achieve its objective, the Company intends to execute the following strategies:
• |
Convert single-tenant buildings into multi-tenant properties at meaningfully higher rents; |
• |
Maximize the value of vast land holdings through retail and mixed-use densification; |
• |
Leverage existing and future joint venture relationships with leading landlords and financial partners; and |
• |
Maintain a flexible capital structure to support value creation activities. |
Background
On June 11, 2015, Sears Holdings Corporation (“Sears Holdings”) effected a rights offering to Sears Holdings stockholders to purchase common shares of Seritage in order to fund, in part, the $2.7 billion acquisition of (i) 234 of Sears Holdings’ owned properties and one of its ground leased properties (the “Acquired Properties”), and (ii) Sears Holdings’ 50% interests in three joint ventures that collectively owned 28 properties, ground leased one property and leased two properties (the “Acquired JV Properties”). Concurrent with the acquisition, the Company leased back to Sears Holdings space at 224 of the Acquired Properties under a master lease agreement (the “Original Master Lease”) and space at all 31 Acquired JV Properties under multiple master lease agreements (the “Original JV Master Leases”).
The rights offering ended on July 2, 2015, and the Company’s Class A common shares were listed on the New York Stock Exchange on July 6, 2015. On July 7, 2015, the Company completed the transactions with Sears Holdings and commenced operations. The Company did not have any operations prior to the completion of the rights offering and the transactions with Sears Holdings.
As of September 30, 2020, the Company leased space at five Wholly Owned Properties to Transform Holdco LLC (“Holdco”), an affiliate of ESL Investments, Inc. (“ESL”) and the successor to Sears Holdings, under a master lease (the “Holdco Master Lease”).
General Information
Unless the context indicates otherwise, references in this supplemental information package (the "Supplemental") to "Seritage Growth,” “Seritage,” the “Company,” or “SRG” refer to Seritage Growth Properties and its subsidiaries. Additionally, where reference is made to "GAAP", this refers to accounting principles generally accepted in the United States.
i
INTRODUCTION |
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The COVID-19 pandemic continues to have a significant impact on the retail, retail real estate and real estate development industries in the United States, including the Company’s properties. As of October 30, 2020, approximately 95% of the Company’s in-place tenants (representing 97% of leased GLA and 94% of annual base rent (“ABR”)) were open and/or operating in some capacity and the Company continues to work with tenants to manage rent collections.
As of October 30, 2020, the Company had collected 86% of rental income for the three months ended September 30, 2020, and agreed to defer an additional 10%. As of October 30, 2020, the Company had also collected 86% of October 2020 rental income, and agreed to defer an additional 8%. While the Company intends to enforce its contractual rights under its leases, there can be no assurance that additional rental modification agreements will be reached or that tenants will meet their future obligations.
The Company continues to maintain a cautious approach as it responds to the evolving COVID-19 pandemic with an emphasis on managing its cash resources and preserving the value of its assets and its platform. The Company expects to continue monetizing certain assets and selectively allocating capital to a priority set of assets and redevelopment opportunities, including its premier and larger-scale portfolio, suburban retail projects with near-term rent commencements and, potentially, other retail and non-retail projects.
As a result of the rapid development, fluidity and uncertainty surrounding this situation, the Company expects that these conditions will change, potentially significantly, in future periods and results for the three and nine months ended September 30, 2020 may not be indicative of the impact of the COVID-19 pandemic on the Company’s business for the fourth quarter of 2020 or 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.
ii
TABLE OF CONTENTS |
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SUPPLEMENTAL INFORMATION
PERIOD ENDED SEPTEMBER 30, 2020
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Page |
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1 |
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2 |
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3 |
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4 |
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5 |
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6 |
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7 |
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9 |
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12 |
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13 |
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14 |
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15 |
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17 |
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22 |
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23 |
iii
CONSOLIDATED FINANCIAL STATEMENTS |
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Benjamin Schall |
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President and Chief Executive Officer |
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Kenneth Lombard |
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EVP and Chief Operating Officer |
Brian Dickman |
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EVP and Chief Financial Officer |
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Mary Rottler |
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EVP, Leasing and Operations |
Matthew Fernand |
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EVP and General Counsel |
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James Bry |
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EVP, Development and Construction |
ir@seritage.com |
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Investor Relations and Communications |
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Andrew Galvin |
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EVP, Investments |
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646.277.1268 |
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Summary Information
September 30, 2020
(in thousands, except per share and PSF amounts)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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Financial Results |
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2020 |
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2019 |
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2020 |
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2019 |
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Net loss attributable to Seritage common shareholders (page 3) |
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$ |
(51,278 |
) |
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$ |
(12,103 |
) |
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$ |
(74,320 |
) |
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$ |
(38,423 |
) |
Total NOI (page 5) |
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5,979 |
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14,661 |
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29,111 |
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53,584 |
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FFO (page 7) |
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(19,898 |
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(2,389 |
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(64,842 |
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(13,734 |
) |
Company FFO (page 7) |
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(25,093 |
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(7,808 |
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(70,684 |
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(18,930 |
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Net loss per diluted share attributable to Seritage common shareholders (page 3) |
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$ |
(1.33 |
) |
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$ |
(0.33 |
) |
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$ |
(1.95 |
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$ |
(1.06 |
) |
FFO per diluted share (page 7) |
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(0.36 |
) |
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(0.04 |
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(1.16 |
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(0.25 |
) |
Company FFO per diluted share (page 7) |
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(0.45 |
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(0.14 |
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(1.27 |
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(0.34 |
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Wtd. avg. diluted shares - EPS |
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38,645 |
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36,829 |
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38,172 |
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36,268 |
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Wtd. avg diluted shares - FFO/share |
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55,900 |
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55,802 |
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55,866 |
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55,800 |
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Stock trading price range |
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$9.24 to $15.97 |
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$38.21 to $44.27 |
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$6.49 to $40.50 |
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$32.98 to $46.49 |
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As of |
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As of |
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Financial Ratios (page 4) |
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September 30, 2020 |
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December 31, 2019 |
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Total debt to total market capitalization |
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66.1 |
% |
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41.0 |
% |
Net debt to total real estate investments |
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54.8 |
% |
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52.2 |
% |
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As of |
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As of |
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Property Data (page 10) |
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September 30, 2020 |
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December 31, 2019 |
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Number of properties |
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195 |
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212 |
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Gross leasable area (total / at share) |
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30,433 / 28,025 |
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33,371 / 31,046 |
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Percentage leased (total / at share) |
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36.5% / 35.9% |
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42.6% / 42.9% |
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As of September 30, 2020 |
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% of Total |
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Tenant |
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Annual Rent |
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Annual Rent |
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Annual Rent PSF |
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In-place diversified leases |
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$ |
96,393 |
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58.3 |
% |
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$ |
15.02 |
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Signed not yet opened ("SNO") diversified leases |
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63,858 |
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38.6 |
% |
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21.82 |
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Sears/Kmart |
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5,219 |
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3.1 |
% |
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7.16 |
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Total |
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$ |
165,470 |
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100.0 |
% |
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$ |
16.43 |
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As of September 30, 2019 |
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% of Total |
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Tenant |
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Annual Rent |
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Annual Rent |
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Annual Rent PSF |
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In-place diversified leases |
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$ |
85,459 |
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43.9 |
% |
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$ |
13.60 |
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SNO diversified leases |
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89,443 |
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45.9 |
% |
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19.73 |
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Sears/Kmart |
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19,759 |
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10.2 |
% |
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3.06 |
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Total |
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$ |
194,661 |
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100.0 |
% |
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$ |
11.27 |
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- 1 -
CONSOLIDATED FINANCIAL STATEMENTS |
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Condensed Consolidated Balance Sheets (unaudited)
September 30, 2020
(in thousands, except share and per share amounts)
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September 30, 2020 |
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December 31, 2019 |
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ASSETS |
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Investment in real estate |
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Land |
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$ |
601,882 |
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$ |
667,004 |
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Buildings and improvements |
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1,172,848 |
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1,112,653 |
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Accumulated depreciation |
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(142,025 |
) |
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(147,696 |
) |
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1,632,705 |
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1,631,961 |
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Construction in progress |
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363,317 |
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338,672 |
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Net investment in real estate |
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1,996,022 |
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1,970,633 |
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Real estate held for sale |
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8,190 |
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5,275 |
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Investment in unconsolidated entities |
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487,424 |
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445,077 |
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Cash and cash equivalents |
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118,227 |
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139,260 |
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Restricted cash |
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2,692 |
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— |
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Tenant and other receivables, net |
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|
39,916 |
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54,470 |
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Lease intangible assets, net |
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20,756 |
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|
68,153 |
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Prepaid expenses, deferred expenses and other assets, net |
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69,788 |
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|
67,744 |
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Total assets |
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$ |
2,743,015 |
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$ |
2,750,612 |
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LIABILITIES AND EQUITY |
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Liabilities |
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Term Loan Facility, net |
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$ |
1,598,804 |
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$ |
1,598,487 |
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Sales-leaseback financing obligations |
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|
20,416 |
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— |
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Accounts payable, accrued expenses and other liabilities |
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184,000 |
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|
108,755 |
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Total liabilities |
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1,803,220 |
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1,707,242 |
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Commitments and contingencies |
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Shareholders' Equity |
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Class A common shares $0.01 par value; 100,000,000 shares authorized; 38,644,689 and 36,897,364 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively |
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|
386 |
|
|
|
369 |
|
Class B common shares $0.01 par value; 5,000,000 shares authorized; 0 and 1,242,536 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively |
|
|
— |
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|
12 |
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Series A preferred shares $0.01 par value; 10,000,000 shares authorized; 2,800,000 shares issued and outstanding as of September 30, 2020 and December 31, 2019; liquidation preference of $70,000 |
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|
28 |
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|
28 |
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Additional paid-in capital |
|
|
1,179,727 |
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|
|
1,149,721 |
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Accumulated deficit |
|
|
(493,031 |
) |
|
|
(418,711 |
) |
Total shareholders' equity |
|
|
687,110 |
|
|
|
731,419 |
|
Non-controlling interests |
|
|
252,685 |
|
|
|
311,951 |
|
Total equity |
|
|
939,795 |
|
|
|
1,043,370 |
|
Total liabilities and equity |
|
$ |
2,743,015 |
|
|
$ |
2,750,612 |
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- 2 -
CONSOLIDATED FINANCIAL STATEMENTS |
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Condensed Consolidated Statements of Operations (unaudited)
September 30, 2020
(in thousands, except per share amounts)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2020 |
|
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2019 |
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|
2020 |
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2019 |
|
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REVENUE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
|
$ |
33,966 |
|
|
$ |
46,833 |
|
|
$ |
88,724 |
|
|
$ |
129,108 |
|
Management and other fee income |
|
|
(259 |
) |
|
|
795 |
|
|
|
119 |
|
|
|
2,891 |
|
Total revenue |
|
|
33,707 |
|
|
|
47,628 |
|
|
|
88,843 |
|
|
|
131,999 |
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating |
|
|
11,154 |
|
|
|
11,462 |
|
|
|
30,152 |
|
|
|
31,001 |
|
Real estate taxes |
|
|
9,487 |
|
|
|
9,164 |
|
|
|
28,096 |
|
|
|
29,515 |
|
Depreciation and amortization |
|
|
23,647 |
|
|
|
21,593 |
|
|
|
81,446 |
|
|
|
68,003 |
|
General and administrative |
|
|
11,203 |
|
|
|
8,130 |
|
|
|
29,267 |
|
|
|
26,186 |
|
Total expenses |
|
|
55,491 |
|
|
|
50,349 |
|
|
|
168,961 |
|
|
|
154,705 |
|
(Loss) gain on sale of real estate, net |
|
|
(14,706 |
) |
|
|
12,445 |
|
|
|
59,959 |
|
|
|
45,318 |
|
Impairment of real estate assets |
|
|
(14,594 |
) |
|
|
— |
|
|
|
(16,407 |
) |
|
|
— |
|
Equity in loss of unconsolidated entities |
|
|
(335 |
) |
|
|
(5,616 |
) |
|
|
(2,551 |
) |
|
|
(14,338 |
) |
Interest and other income |
|
|
1,986 |
|
|
|
1,416 |
|
|
|
2,460 |
|
|
|
6,189 |
|
Interest expense |
|
|
(22,742 |
) |
|
|
(22,046 |
) |
|
|
(66,400 |
) |
|
|
(67,641 |
) |
Loss before taxes |
|
|
(72,175 |
) |
|
|
(16,522 |
) |
|
|
(103,057 |
) |
|
|
(53,178 |
) |
Provision for taxes |
|
|
(226 |
) |
|
|
40 |
|
|
|
(215 |
) |
|
|
(83 |
) |
Net loss |
|
|
(72,401 |
) |
|
|
(16,482 |
) |
|
|
(103,272 |
) |
|
|
(53,261 |
) |
Net loss attributable to non-controlling interests |
|
|
22,348 |
|
|
|
5,604 |
|
|
|
32,627 |
|
|
|
18,513 |
|
Net loss attributable to Seritage |
|
$ |
(50,053 |
) |
|
$ |
(10,878 |
) |
|
$ |
(70,645 |
) |
|
$ |
(34,748 |
) |
Preferred dividends |
|
|
(1,225 |
) |
|
|
(1,225 |
) |
|
|
(3,675 |
) |
|
|
(3,675 |
) |
Net loss attributable to Seritage common shareholders |
|
$ |
(51,278 |
) |
|
$ |
(12,103 |
) |
|
$ |
(74,320 |
) |
|
$ |
(38,423 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share attributable to Seritage Class A and Class C common shareholders - Basic |
|
$ |
(1.33 |
) |
|
$ |
(0.33 |
) |
|
$ |
(1.95 |
) |
|
$ |
(1.06 |
) |
Net loss per share attributable to Seritage Class A and Class C common shareholders - Diluted |
|
$ |
(1.33 |
) |
|
$ |
(0.33 |
) |
|
$ |
(1.95 |
) |
|
$ |
(1.06 |
) |
Weighted average Class A and Class C common shares outstanding - Basic |
|
|
38,645 |
|
|
|
36,829 |
|
|
|
38,172 |
|
|
|
36,268 |
|
Weighted average Class A and Class C common shares outstanding - Diluted |
|
|
38,645 |
|
|
|
36,829 |
|
|
|
38,172 |
|
|
|
36,268 |
|
- 3 -
SUPPLEMENTAL FINANCIAL INFORMATION |
|
|
|
Market Capitalization and Financial Ratios
September 30, 2020
(in thousands, except per share amounts)
|
|
As of |
|
|
As of |
|
||
Equity Market Capitalization |
|
September 30, 2020 |
|
|
December 31, 2019 |
|
||
Class A common shares outstanding |
|
|
38,645 |
|
|
|
36,897 |
|
OP units outstanding |
|
|
17,255 |
|
|
|
18,905 |
|
Total shares & units outstanding |
|
|
55,900 |
|
|
|
55,802 |
|
Share Price |
|
$ |
13.45 |
|
|
$ |
40.08 |
|
Equity market capitalization |
|
$ |
751,855 |
|
|
$ |
2,236,544 |
|
|
|
|
|
|
|
|
|
|
Total Market Capitalization |
|
|
|
|
|
|
|
|
Equity market capitalization |
|
$ |
751,855 |
|
|
$ |
2,236,544 |
|
Preferred equity |
|
|
70,000 |
|
|
|
70,000 |
|
Total debt |
|
|
1,600,000 |
|
|
|
1,600,000 |
|
Total market capitalization |
|
$ |
2,421,855 |
|
|
$ |
3,906,544 |
|
|
|
|
|
|
|
|
|
|
Financial Ratios |
|
|
|
|
|
|
|
|
Total debt to total market capitalization |
|
|
66.1 |
% |
|
|
41.0 |
% |
|
|
|
|
|
|
|
|
|
Total debt |
|
$ |
1,600,000 |
|
|
$ |
1,600,000 |
|
Cash and cash equivalents (including restricted cash) |
|
|
(120,919 |
) |
|
|
(139,260 |
) |
Net Debt |
|
$ |
1,479,081 |
|
|
$ |
1,460,740 |
|
|
|
|
|
|
|
|
|
|
Gross real estate investments |
|
$ |
2,210,888 |
|
|
$ |
2,354,787 |
|
Investment in unconsolidated entities |
|
|
487,424 |
|
|
|
445,077 |
|
Total real estate investments |
|
$ |
2,698,312 |
|
|
$ |
2,799,864 |
|
|
|
|
|
|
|
|
|
|
Net debt to total real estate investments |
|
|
54.8 |
% |
|
|
52.2 |
% |
- 4 -
SUPPLEMENTAL FINANCIAL INFORMATION |
|
|
|
September 30, 2020
(in thousands)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
NOI and Total NOI |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
Net loss |
|
$ |
(72,401 |
) |
|
$ |
(16,482 |
) |
|
$ |
(103,272 |
) |
|
$ |
(53,261 |
) |
Termination fee income |
|
|
(5,300 |
) |
|
|
(5,525 |
) |
|
|
(6,290 |
) |
|
|
(5,525 |
) |
Management and other fee income |
|
|
259 |
|
|
|
(795 |
) |
|
|
(119 |
) |
|
|
(2,891 |
) |
Depreciation and amortization |
|
|
23,647 |
|
|
|
21,593 |
|
|
|
81,446 |
|
|
|
68,003 |
|
General and administrative expenses |
|
|
11,203 |
|
|
|
8,130 |
|
|
|
29,267 |
|
|
|
26,186 |
|
Equity in loss of unconsolidated entities |
|
|
335 |
|
|
|
5,616 |
|
|
|
2,551 |
|
|
|
14,338 |
|
Loss (gain) on sale of real estate |
|
|
14,706 |
|
|
|
(12,445 |
) |
|
|
(59,959 |
) |
|
|
(45,318 |
) |
Impairment of real estate assets |
|
|
14,594 |
|
|
|
— |
|
|
|
16,407 |
|
|
|
— |
|
Interest and other income |
|
|
(1,986 |
) |
|
|
(1,416 |
) |
|
|
(2,460 |
) |
|
|
(6,189 |
) |
Interest expense |
|
|
22,742 |
|
|
|
22,046 |
|
|
|
66,400 |
|
|
|
67,641 |
|
Provision for income taxes |
|
|
226 |
|
|
|
(40 |
) |
|
|
215 |
|
|
|
83 |
|
Straight-line rent |
|
|
(1,774 |
) |
|
|
(6,661 |
) |
|
|
3,621 |
|
|
|
(15,625 |
) |
Above/below market rental income/expense |
|
|
(1,541 |
) |
|
|
(135 |
) |
|
|
(1,677 |
) |
|
|
(382 |
) |
NOI |
|
$ |
4,710 |
|
|
$ |
13,886 |
|
|
$ |
26,130 |
|
|
$ |
47,060 |
|
Unconsolidated entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOI (before adjustments) |
|
|
1,481 |
|
|
|
1,086 |
|
|
|
4,297 |
|
|
|
8,245 |
|
Straight-line rent |
|
|
(136 |
) |
|
|
(98 |
) |
|
|
(407 |
) |
|
|
(37 |
) |
Above/below market rental income/expense |
|
|
(76 |
) |
|
|
(213 |
) |
|
|
(616 |
) |
|
|
(1,684 |
) |
Termination fee income |
|
|
— |
|
|
|
— |
|
|
|
(293 |
) |
|
|
— |
|
Total NOI |
|
$ |
5,979 |
|
|
$ |
14,661 |
|
|
$ |
29,111 |
|
|
$ |
53,584 |
|
- 5 -
SUPPLEMENTAL FINANCIAL INFORMATION |
|
|
|
Funds from Operations and Company FFO
September 30, 2020
(in thousands, except per share amounts)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
||||||||||
FFO and Company FFO |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
|
||||
Net loss |
|
$ |
(72,401 |
) |
|
$ |
(16,482 |
) |
|
$ |
(103,272 |
) |
|
$ |
(53,261 |
) |
|
Real estate depreciation and amortization (consolidated properties) |
|
|
23,158 |
|
|
|
21,011 |
|
|
|
79,946 |
|
|
|
66,386 |
|
|
Real estate depreciation and amortization (unconsolidated entities) |
|
|
1,270 |
|
|
|
6,752 |
|
|
|
5,711 |
|
|
|
22,134 |
|
|
Loss (gain) on sale of real estate |
|
|
14,706 |
|
|
|
(12,445 |
) |
|
|
(59,959 |
) |
|
|
(45,318 |
) |
|
Impairment of real estate assets |
|
|
14,594 |
|
|
|
— |
|
|
|
16,407 |
|
|
|
— |
|
|
Dividends on preferred shares |
|
|
(1,225 |
) |
|
|
(1,225 |
) |
|
|
(3,675 |
) |
|
|
(3,675 |
) |
|
FFO attributable to common shareholders and unitholders |
|
$ |
(19,898 |
) |
|
$ |
(2,389 |
) |
|
$ |
(64,842 |
) |
|
$ |
(13,734 |
) |
|
Termination fee income |
|
|
(5,300 |
) |
|
|
(5,525 |
) |
|
|
(6,290 |
) |
|
|
(5,525 |
) |
|
Termination fee income (unconsolidated entities) |
|
|
— |
|
|
|
— |
|
|
|
(293 |
) |
|
|
— |
|
|
Amortization of deferred financing costs |
|
|
105 |
|
|
|
106 |
|
|
|
316 |
|
|
|
329 |
|
|
Severance costs |
|
|
— |
|
|
|
— |
|
|
|
425 |
|
|
|
— |
|
|
Company FFO attributable to common shareholders and unitholders |
|
$ |
(25,093 |
) |
|
$ |
(7,808 |
) |
|
$ |
(70,684 |
) |
|
$ |
(18,930 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per diluted common share and unit |
|
$ |
(0.36 |
) |
|
$ |
(0.04 |
) |
|
$ |
(1.16 |
) |
|
$ |
(0.25 |
) |
|
Company FFO per diluted common share and unit |
|
$ |
(0.45 |
) |
|
$ |
(0.14 |
) |
|
$ |
(1.27 |
) |
|
$ |
(0.34 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Common Shares and Units Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
38,645 |
|
|
|
36,829 |
|
|
|
38,172 |
|
|
|
36,268 |
|
|
Weighted average OP units outstanding |
|
|
17,255 |
|
|
|
18,973 |
|
|
|
17,694 |
|
|
|
19,532 |
|
|
Weighted average common shares and units outstanding |
|
|
55,900 |
|
|
|
55,802 |
|
|
|
55,866 |
|
|
|
55,800 |
|
|
- 6 -
SUPPLEMENTAL FINANCIAL INFORMATION |
|
|
|
September 30, 2020
(in thousands)
|
|
As of |
|
|
As of |
|
||
Debt Summary |
|
September 30, 2020 |
|
|
December 31, 2019 |
|
||
Term Loan Facility (drawn / undrawn) |
|
$1,600,000 / 400,000 |
|
|
$1,600,000 / 400,000 |
|
||
Interest rate / undrawn rate |
|
7.00% / 1.00% |
|
|
7.00% / 1.00% |
|
||
Maturity |
|
July 2023 |
|
|
July 2023 |
|
||
|
|
|
|
|
|
|
|
|
Tenant and Other Receivables, Net |
|
|
|
|
|
|
|
|
Straight-line receivables, net |
|
$ |
22,480 |
|
|
$ |
35,021 |
|
Deferred rental income |
|
|
9,469 |
|
|
|
— |
|
Other receivables, net |
|
|
7,314 |
|
|
|
14,653 |
|
Tenant receivables, net |
|
|
653 |
|
|
|
4,796 |
|
Total rent and other receivable, net |
|
$ |
39,916 |
|
|
$ |
54,470 |
|
|
|
|
|
|
|
|
|
|
Prepaid Expenses, Deferred Expenses and Other Assets |
|
|
|
|
|
|
|
|
Deferred expenses |
|
$ |
24,669 |
|
|
$ |
24,607 |
|
Right of use asset |
|
|
19,128 |
|
|
|
18,521 |
|
Other assets |
|
|
10,785 |
|
|
|
9,275 |
|
Prepaid insurance |
|
|
7,265 |
|
|
|
4,386 |
|
Other prepaid expenses |
|
|
5,024 |
|
|
|
4,133 |
|
FF&E |
|
|
2,316 |
|
|
|
4,321 |
|
Prepaid real estate taxes |
|
|
601 |
|
|
|
2,501 |
|
Total prepaid expenses, deferred expenses and other assets |
|
$ |
69,788 |
|
|
$ |
67,744 |
|
|
|
|
|
|
|
|
|
|
Accounts Payable, Accrued Expenses and Other Liabilities |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
58,668 |
|
|
$ |
34,379 |
|
Accrued development expenditures |
|
|
45,091 |
|
|
|
17,006 |
|
Accrued real estate taxes |
|
|
27,259 |
|
|
|
12,979 |
|
Variable consideration payable |
|
|
15,000 |
|
|
|
— |
|
Environmental reserve |
|
|
9,477 |
|
|
|
9,477 |
|
Lease liability |
|
|
8,427 |
|
|
|
7,668 |
|
Below-market leases |
|
|
5,537 |
|
|
|
10,648 |
|
Accrued interest |
|
|
4,667 |
|
|
|
4,978 |
|
Unearned tenant reimbursements |
|
|
3,641 |
|
|
|
1,575 |
|
Prepaid rental income |
|
|
2,957 |
|
|
|
6,750 |
|
Deferred maintenance |
|
|
1,722 |
|
|
|
1,722 |
|
Common and preferred dividends and OP Unit distributions payable |
|
|
1,554 |
|
|
|
1,573 |
|
Total accounts payable, accrued expenses and other liabilities |
|
$ |
184,000 |
|
|
$ |
108,755 |
|
- 7 -
SUPPLEMENTAL FINANCIAL INFORMATION |
|
|
|
Additional Information (cont’d)
September 30, 2020
(in thousands, except per share amounts)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
Rental Revenue Detail |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
Rental income |
|
$ |
22,201 |
|
|
$ |
30,769 |
|
|
$ |
63,775 |
|
|
$ |
91,579 |
|
Tenant reimbursements |
|
|
6,465 |
|
|
|
10,539 |
|
|
|
18,659 |
|
|
|
32,004 |
|
Termination income |
|
|
5,300 |
|
|
|
5,525 |
|
|
|
6,290 |
|
|
|
5,525 |
|
Total |
|
$ |
33,966 |
|
|
$ |
46,833 |
|
|
$ |
88,724 |
|
|
$ |
129,108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Select Non-Cash Items |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Straight-line rental income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholly-owned |
|
$ |
1,774 |
|
|
$ |
6,661 |
|
|
$ |
(3,621 |
) |
|
$ |
15,625 |
|
Unconsolidated entities |
|
|
136 |
|
|
|
98 |
|
|
|
407 |
|
|
|
37 |
|
Total |
|
$ |
1,910 |
|
|
$ |
6,759 |
|
|
$ |
(3,214 |
) |
|
$ |
15,662 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amortization of above/below market rental income/expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholly-owned |
|
$ |
1,541 |
|
|
$ |
135 |
|
|
$ |
1,677 |
|
|
$ |
382 |
|
Unconsolidated entities |
|
|
76 |
|
|
|
213 |
|
|
|
616 |
|
|
|
1,684 |
|
Total |
|
$ |
1,617 |
|
|
$ |
348 |
|
|
$ |
2,293 |
|
|
$ |
2,066 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred financing costs |
|
$ |
(105 |
) |
|
$ |
(106 |
) |
|
$ |
(316 |
) |
|
$ |
(329 |
) |
Share-based compensation expense |
|
|
(626 |
) |
|
|
(1,353 |
) |
|
|
(3,179 |
) |
|
|
(4,234 |
) |
- 8 -
PROPERTY INFORMATION |
|
|
|
September 30, 2020
(in thousands, except PSF amounts)
The following table provides a summary of the Company’s portfolio as of September 30, 2020, including Unconsolidated Properties presented at the Company’s proportional share:
|
|
Consolidated |
|
|
Unconsolidated |
|
|
Seritage |
|
|||
|
|
Portfolio |
|
|
Properties |
|
|
Total |
|
|||
Number of properties |
|
|
166 |
|
|
|
29 |
|
|
|
195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total GLA (000s) |
|
|
25,725 |
|
|
|
4,708 |
|
|
|
30,433 |
|
At share |
|
|
25,725 |
|
|
|
2,300 |
|
|
|
28,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leased GLA (000s) |
|
|
9,111 |
|
|
|
1,989 |
|
|
|
11,100 |
|
At share |
|
|
9,111 |
|
|
|
961 |
|
|
|
10,072 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage leased |
|
|
35.5 |
% |
|
|
42.2 |
% |
|
|
36.5 |
% |
At share |
|
|
35.4 |
% |
|
|
41.8 |
% |
|
|
35.9 |
% |
As of September 30, 2020, the portfolio included 109 properties characterized as attached to regional malls and 86 characterized as shopping center or freestanding properties. The following table provides a summary of the portfolio as of September 30, 2020, based on signed leases and including Unconsolidated Properties presented at the Company’s proportional share:
|
|
Number of |
|
|
Leased |
|
|
Annual Base |
|
|
|
|
|
|
|
|
|
|||
Property Type (1) |
|
Properties |
|
|
GLA |
|
|
Rent ("ABR") |
|
|
ABR PSF |
|
|
Leased |
|
|||||
Mall |
|
|
109 |
|
|
|
4,642 |
|
|
$ |
94,546 |
|
|
$ |
20.37 |
|
|
|
27.9 |
% |
Shopping Center |
|
|
86 |
|
|
|
5,430 |
|
|
|
70,925 |
|
|
|
13.06 |
|
|
|
47.6 |
% |
Total |
|
|
195 |
|
|
|
10,072 |
|
|
$ |
165,470 |
|
|
$ |
16.43 |
|
|
|
35.9 |
% |
(1) |
Company classification. Mall properties are attached to regional malls; Shopping Center properties include properties attached to, within or adjacent to neighborhood shopping or power centers, as well as freestanding properties. |
The following table provides a summary of annual base rent for the portfolio as of September 30, 2020, based on signed leases and including Unconsolidated Properties presented at the Company’s proportional share:
|
|
Number of |
|
|
Leased |
|
|
% of Total |
|
|
Annual Base |
|
|
% of |
|
|
|
|
|
|||||
Tenant |
|
Leases |
|
|
GLA |
|
|
Leased GLA |
|
|
Rent ("ABR") |
|
|
Total ABR |
|
|
ABR PSF |
|
||||||
In-place diversified leases |
|
|
278 |
|
|
|
6,416 |
|
|
|
63.7 |
% |
|
$ |
96,393 |
|
|
|
58.3 |
% |
|
$ |
15.02 |
|
SNO diversified leases |
|
|
138 |
|
|
|
2,927 |
|
|
|
29.1 |
% |
|
|
63,858 |
|
|
|
38.6 |
% |
|
|
21.82 |
|
Total diversified leases |
|
416 |
|
|
|
9,343 |
|
|
|
92.8 |
% |
|
|
160,251 |
|
|
|
96.9 |
% |
|
|
17.15 |
|
|
Sears or Kmart (1) |
|
|
7 |
|
|
|
729 |
|
|
|
7.2 |
% |
|
|
5,219 |
|
|
|
3.1 |
% |
|
|
7.16 |
|
Total |
|
423 |
|
|
|
10,072 |
|
|
|
100.0 |
% |
|
$ |
165,470 |
|
|
|
100.0 |
% |
|
$ |
16.43 |
|
(1) |
Includes five properties subject to the Holdco Master Lease and two leases between the Company’s unconsolidated entities and Holdco. |
- 9 -
PROPERTY INFORMATION |
|
|
|
September 30, 2020
(in thousands)
The following table lists the top tenants in the portfolio as of September 30, 2020, based on signed leases and including Unconsolidated Properties presented at the Company’s proportional share:
|
|
Number of |
|
|
Annual Base |
|
|
% of |
|
|
|
|
|
|
|
|||
Tenant |
|
Leases |
|
|
Rent ("ABR") |
|
|
Total ABR |
|
|
Concepts/Brands |
|
|
|
|
|||
Dick's Sporting Goods |
|
|
13 |
|
|
$ |
12,319 |
|
|
|
7.4 |
% |
|
|
||||
Dave & Buster's |
|
|
12 |
|
|
|
9,975 |
|
|
|
6.0 |
% |
|
|
||||
Round One Entertainment |
|
|
9 |
|
|
|
7,925 |
|
|
|
4.8 |
% |
|
|
||||
At Home |
|
|
12 |
|
|
|
7,408 |
|
|
|
4.5 |
% |
|
|
||||
Burlington Stores |
|
|
12 |
|
|
|
6,450 |
|
|
|
3.9 |
% |
|
|
||||
Ross Dress For Less |
|
|
17 |
|
|
|
5,616 |
|
|
|
3.4 |
% |
|
Ross Dress for Less, dd's Discounts |
||||
Cinemark |
|
|
4 |
|
|
|
4,899 |
|
|
|
3.0 |
% |
|
|
||||
Nordstrom Rack |
|
|
6 |
|
|
|
4,385 |
|
|
|
2.7 |
% |
|
|
||||
AMC |
|
|
3 |
|
|
|
4,202 |
|
|
|
2.5 |
% |
|
|
||||
Sears/Kmart (1) |
|
|
7 |
|
|
|
5,219 |
|
|
|
3.2 |
% |
|
Sears, Sears Auto Center, Kmart |
||||
Primark |
|
|
3 |
|
|
|
3,002 |
|
|
|
1.8 |
% |
|
|
||||
Bed Bath & Beyond |
|
|
6 |
|
|
|
2,489 |
|
|
|
1.5 |
% |
|
Bed Bath & Beyond, buybuyBaby, Cost Plus World Market, andThat! |
||||
BJ's Wholesale Club |
|
|
2 |
|
|
|
2,422 |
|
|
|
1.5 |
% |
|
|
||||
TJX |
|
|
9 |
|
|
|
2,356 |
|
|
|
1.4 |
% |
|
TJ Maxx, Marshalls, HomeGoods, HomeSense, Sierra Trading Post |
||||
Equinox Fitness |
|
|
7 |
|
|
|
2,283 |
|
|
|
1.4 |
% |
|
Equinox, Blink Fitness |
||||
Pinstripes |
|
|
2 |
|
|
|
2,035 |
|
|
|
1.2 |
% |
|
|
||||
PetSmart |
|
|
4 |
|
|
|
2,012 |
|
|
|
1.2 |
% |
|
|
||||
Planet Fitness |
|
|
8 |
|
|
|
2,011 |
|
|
|
1.2 |
% |
|
|
||||
Vasa Fitness |
|
|
3 |
|
|
|
1,862 |
|
|
|
1.1 |
% |
|
|
||||
24 Hour Fitness |
|
|
2 |
|
|
|
1,791 |
|
|
|
1.1 |
% |
|
|
||||
Floor & Décor |
|
|
2 |
|
|
|
1,691 |
|
|
|
1.0 |
% |
|
|
* |
The Company has signed 10 leases with Industrious to occupy 330,000 SF under revenue-sharing agreements that are expected to place Industrious among the Company’s top tenants. |
(1) |
Number of leases reflects number of properties subject to the Holdco Master Lease and leases between the Company’s unconsolidated entities and Holdco. |
- 10 -
PROPERTY INFORMATION |
|
|
|
September 30, 2020
(in thousands, except PSF amounts)
The following table sets forth information regarding the geographic diversification of the portfolio as of September 30, 2020, based on signed leases and including Unconsolidated Properties presented at the Company’s proportional share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State |
|
Number of Properties |
|
|
Annual Rent |
|
|
% of Total Annual Rent |
|
|
Rent PSF |
|
||||
Florida |
|
|
22 |
|
|
$ |
30,666 |
|
|
|
18.5 |
% |
|
$ |
24.11 |
|
California |
|
|
37 |
|
|
|
27,075 |
|
|
|
16.4 |
% |
|
|
20.61 |
|
New York |
|
|
10 |
|
|
|
10,525 |
|
|
|
6.4 |
% |
|
|
21.93 |
|
New Jersey |
|
|
4 |
|
|
|
8,228 |
|
|
|
5.0 |
% |
|
|
22.79 |
|
Virginia |
|
|
5 |
|
|
|
7,440 |
|
|
|
4.5 |
% |
|
|
21.14 |
|
Texas |
|
|
13 |
|
|
|
7,128 |
|
|
|
4.3 |
% |
|
|
13.32 |
|
Illinois |
|
|
7 |
|
|
|
6,990 |
|
|
|
4.2 |
% |
|
|
14.78 |
|
Puerto Rico |
|
|
6 |
|
|
|
6,467 |
|
|
|
3.9 |
% |
|
|
8.98 |
|
Pennsylvania |
|
|
5 |
|
|
|
5,061 |
|
|
|
3.1 |
% |
|
|
21.72 |
|
Massachusetts |
|
|
3 |
|
|
|
4,764 |
|
|
|
2.9 |
% |
|
|
20.80 |
|
Total Top 10 |
|
|
112 |
|
|
$ |
114,344 |
|
|
|
69.2 |
% |
|
$ |
19.16 |
|
Other (1) |
|
|
83 |
|
|
|
51,127 |
|
|
|
30.8 |
% |
|
|
12.46 |
|
Total |
|
|
195 |
|
|
$ |
165,471 |
|
|
|
100.0 |
% |
|
$ |
16.43 |
|
(1) |
Includes 35 states. |
- 11 -
PROPERTY INFORMATION |
|
|
|
September 30, 2020
(in thousands, except PSF amounts)
The table below provides a summary of the Company’s leasing activity since inception through September 30, 2020, including Unconsolidated Properties presented at the Company’s proportional share:
|
|
Total |
|
|
Release of Sears Holdings Space |
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
Leased |
|
|
Annual |
|
|
Annual |
|
|
|
|
|
|
Leased |
|
|
Annual |
|
|
Annual |
|
|
Releasing |
|
|||||||
Period |
|
Leases |
|
|
GLA |
|
|
Rent |
|
|
Rent PSF |
|
|
Leases |
|
|
GLA |
|
|
Rent |
|
|
Rent PSF |
|
|
Multiple |
|
|||||||||
2015 |
|
|
9 |
|
|
|
154 |
|
|
$ |
4,650 |
|
|
$ |
30.28 |
|
|
|
6 |
|
|
|
130 |
|
|
$ |
3,820 |
|
|
$ |
29.41 |
|
|
|
4.4 |
x |
2016 |
|
|
65 |
|
|
|
2,070 |
|
|
|
36,600 |
|
|
|
17.68 |
|
|
|
59 |
|
|
|
1,882 |
|
|
|
33,610 |
|
|
|
17.86 |
|
|
|
4.5 |
x |
2017 |
|
|
94 |
|
|
|
2,606 |
|
|
|
44,717 |
|
|
|
17.16 |
|
|
|
86 |
|
|
|
2,476 |
|
|
|
43,299 |
|
|
|
17.49 |
|
|
|
4.0 |
x |
2018 |
|
|
114 |
|
|
|
2,315 |
|
|
|
40,041 |
|
|
|
17.30 |
|
|
|
108 |
|
|
|
2,291 |
|
|
|
39,361 |
|
|
|
17.18 |
|
|
|
3.9 |
x |
2019 |
|
|
106 |
|
|
|
2,287 |
|
|
|
46,541 |
|
|
|
20.35 |
|
|
|
96 |
|
|
|
2,150 |
|
|
|
44,640 |
|
|
|
20.76 |
|
|
|
3.9 |
x |
2020 |
|
|
24 |
|
|
|
272 |
|
|
|
5,461 |
|
|
|
20.08 |
|
|
|
19 |
|
|
|
236 |
|
|
|
4,889 |
|
|
|
20.72 |
|
|
|
3.6 |
x |
Total Retail |
|
|
412 |
|
|
|
9,704 |
|
|
$ |
178,010 |
|
|
$ |
18.34 |
|
|
|
374 |
|
|
|
9,165 |
|
|
$ |
169,619 |
|
|
$ |
18.51 |
|
|
|
4.0 |
x |
Other (1) |
|
|
14 |
|
|
|
995 |
|
|
|
7,219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
426 |
|
|
|
10,699 |
|
|
$ |
185,229 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Excludes certain self storage, medical office, auto-related and ground leases. |
The table below provides a summary of the Company’s SNO leases from June 30, 2020 to September 30, 2020, including Unconsolidated Properties presented at the Company’s proportional share:
|
|
Number of |
|
|
|
|
|
|
Annual |
|
|
Annual |
|
|||
|
|
SNO Leases |
|
|
GLA |
|
|
Rent |
|
|
Rent PSF |
|
||||
As of June 30, 2020 |
|
|
160 |
|
|
|
3,361 |
|
|
$ |
71,692 |
|
|
$ |
21.33 |
|
Opened |
|
|
(10 |
) |
|
|
(128 |
) |
|
|
(2,393 |
) |
|
|
18.70 |
|
Sold / contributed / terminated |
|
|
(18 |
) |
|
|
(357 |
) |
|
|
(6,344 |
) |
|
|
17.77 |
|
Signed |
|
|
6 |
|
|
|
51 |
|
|
|
903 |
|
|
|
17.71 |
|
As of September 30, 2020 |
|
|
138 |
|
|
|
2,927 |
|
|
$ |
63,858 |
|
|
$ |
21.82 |
|
- 12 -
PROPERTY INFORMATION |
|
|
|
September 30, 2020
During the three months ended September 30, 2020, the Company continued work on components of certain suburban retail redevelopment projects, including those it had restarted during the three months ended June 30, 2020 and certain spaces that had been previously delivered to tenants. This project activity represents a total investment of approximately $45.8 million, of which approximately $15.5 million was incurred during the three months ended September 30, 2020, and potential annual rental income of approximately $13.5 million, of which $1.3 million commenced during the three months ended September 30, 2020. The balance of the rental income is expected to commence over the next 12 months, subject to tenant opening schedules.
The Company also continues to perform limited non-tenant construction activity at select properties, including its previously underway premier projects in Aventura (FL), Santa Monica (CA) and La Jolla (CA). The Company continues to work with tenants to preserve signed leases and modify schedules for project completion and initial store openings in mid-to-late 2021.
Additionally, the Company continues to work with its development partners to obtain project financing and reassess construction schedules for two previously announced multifamily projects, in Redmond (WA) and Dallas (TX), each of which represents the first phase of larger, mixed-use developments. A third previously announced multifamily project in Chicago (IL) was sold during the three months ended September 30, 2020.
The remainder of the Company’s previously announced redevelopment projects remain on hold due to the COVID-19 pandemic and the direct impacts on the Company’s business. The Company deems this approach to capital deployment prudent given the uncertainty regarding tenants’ ability to construct and open new stores and the feasibility of sustaining labor levels with safe working conditions, as well as the risk to future rent collections and asset sales, the latter of which has been a meaningful source of capital for the Company’s development program.
- 13 -
PROPERTY INFORMATION |
|
|
|
Recapture and Termination Properties
September 30, 2020
(in thousands)
Recapture Properties
The Company exercised recapture rights with respect to 70 properties under the Original Master Lease prior to its rejection on March 12, 2019 and with respect to four properties under the Holdco Master Lease during the year ended December 31, 2019, three of which the Company had previously exercised certain recapture rights under the Original Master Lease.
The following table provides a summary of the Company’s recapture activity as of September 30, 2020:
(in thousands except property count) |
|
|
|
|
|
|
|
|
|
|||||||
Year |
|
Square Feet |
|
|
Total Number of Properties |
|
|
100% Recaptures (1) |
|
|
Partial Recaptures (2) |
|
||||
2019 |
|
|
629 |
|
|
4 |
|
|
3 |
|
|
1 |
|
|||
2018 |
|
|
3,428 |
|
|
20 |
|
|
17 |
|
|
3 |
|
|||
2017 |
|
|
3,302 |
|
|
27 |
|
|
16 |
|
|
11 |
|
|||
2016 |
|
|
1,501 |
|
|
17 |
|
|
4 |
|
|
13 |
|
|||
2015 |
|
|
372 |
|
|
3 |
|
|
3 |
|
|
|
— |
|
||
Total |
|
|
9,232 |
|
|
|
71 |
|
|
|
43 |
|
|
|
28 |
|
(1) |
Includes properties for which the Company had converted partial recapture rights to 100% recapture rights. |
(2) |
Partial recaptures include the recapture of (i) up to approximately 50% of the space occupied by the tenant at all properties, (ii) automotive care centers which are free-standing or attached as “appendages” to the properties, and/or (iii) outparcels or outlots and certain portions of parking areas and common areas |
Termination Properties
Sears Holdings exercised termination rights with respect to 87 properties under the Original Master Lease prior to its rejection on March 12, 2019 and Holdco exercised termination rights with respect to 29 properties under the Holdco Master Lease during the year ended December 31, 2019 and an additional 12 properties during the nine months ended September 30, 2020.
The following table provides a summary of Sears Holdings’ and Holdco’s termination activity as of September 30, 2020 (note that leases at an additional 31 properties totaling 4.3 million square feet were rejected in March 2019 as part of Sears Holdings’ bankruptcy filing):
(in thousands except property count) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Notice Date |
|
Termination Date |
|
Square Feet |
|
|
Number of Properties |
|
|
Redevelopments Announced |
|
|
Properties Sold |
|
||||
June 2020 |
|
September 2020 (1) |
|
|
1,800 |
|
|
|
12 |
|
|
|
2 |
|
|
|
— |
|
November 2019 |
|
March 2020 |
|
|
4,332 |
|
|
|
29 |
|
|
|
7 |
|
|
|
1 |
|
August 2018 |
|
December 2018 |
|
|
1,605 |
|
|
|
13 |
|
|
|
6 |
|
|
|
3 |
|
June 2018 |
|
November 2018 (2) |
|
|
1,218 |
|
|
|
9 |
|
|
|
6 |
|
|
|
1 |
|
April 2018 |
|
August 2018 |
|
|
1,494 |
|
|
|
9 |
|
|
|
4 |
|
|
|
1 |
|
June 2017 |
|
October 2017 (3) |
|
|
3,812 |
|
|
|
20 |
|
|
|
8 |
|
|
|
4 |
|
January 2017 |
|
April 2017 |
|
|
1,872 |
|
|
|
19 |
|
|
|
7 |
|
|
|
8 |
|
September 2016 |
|
January 2017 |
|
|
1,727 |
|
|
|
17 |
|
|
|
8 |
|
|
|
6 |
|
Total |
|
|
|
|
17,860 |
|
|
|
128 |
|
|
|
48 |
|
|
|
24 |
|
(1) |
Properties terminated pursuant to the Amendment signed in June 2020. |
(2) |
Two properties were terminated in October 2018. |
(3) |
One property was terminated in November 2017 and one was terminated in January 2018. |
- 14 -
PROPERTY INFORMATION |
|
|
|
September 30, 2020
Brookfield Retail Partners (formerly GGP, Inc.)
|
|
|
|
|
|
|
|
Unconsolidated |
|
Total |
|
|
|
|
|
|
|
|
Mall Name |
|
City |
|
State |
|
Entity |
|
GLA (1) |
|
|
Leased (1) |
|
||
1 |
|
Northridge Fashion Center |
|
Northridge |
|
CA |
|
GGP II JV |
|
|
125,200 |
|
|
|
94.8 |
% |
2 |
|
Altamonte Mall |
|
Altamonte Springs |
|
FL |
|
GGP II JV |
|
|
62,850 |
|
|
|
61.6 |
% |
3 |
|
Coastland Center |
|
Naples |
|
FL |
|
GGP II JV |
|
|
29,700 |
|
|
|
100.0 |
% |
4 |
|
Cumberland Mall |
|
Atlanta |
|
GA |
|
GGP II JV |
|
|
96,950 |
|
|
|
87.6 |
% |
5 |
|
Natick Collection (2) |
|
Natick |
|
MA |
|
GGP I JV |
|
|
95,350 |
|
|
|
46.4 |
% |
6 |
|
Willowbrook Mall |
|
Wayne |
|
NJ |
|
GGP II JV |
|
|
140,500 |
|
|
|
73.1 |
% |
7 |
|
Sooner Mall (2) |
|
Norman |
|
OK |
|
GGP I JV |
|
|
33,450 |
|
|
|
0.0 |
% |
8 |
|
Stonebriar Centre |
|
Frisco |
|
TX |
|
GGP I JV |
|
|
81,450 |
|
|
|
0.0 |
% |
9 |
|
Alderwood |
|
Lynnwood |
|
WA |
|
GGP I JV |
|
|
50,000 |
|
|
|
49.3 |
% |
(1) |
Based on signed leases as of September 30, 2020; GLA presented at the Company's proportional share. |
(2) |
Property is subject to a lease or ground lease agreement. |
Simon Property Group
|
|
|
|
|
|
|
|
Unconsolidated |
|
Total |
|
|
|
|
|
|
|
|
Mall Name |
|
City |
|
State |
|
Entity |
|
GLA (1) |
|
|
Leased (1) |
|
||
1 |
|
Santa Rosa Plaza |
|
Santa Rosa |
|
CA |
|
Simon JV |
|
|
82,700 |
|
|
|
0.0 |
% |
2 |
|
Briarwood |
|
Ann Arbor |
|
MI |
|
Simon JV |
|
|
85,300 |
|
|
|
0.0 |
% |
3 |
|
The Shops at Nanuet |
|
Nanuet |
|
NY |
|
Simon JV |
|
|
110,700 |
|
|
|
0.0 |
% |
4 |
|
Woodland Hills Mall |
|
Tulsa |
|
OK |
|
Simon JV |
|
|
75,100 |
|
|
|
0.0 |
% |
5 |
|
Barton Creek Square |
|
Austin |
|
TX |
|
Simon JV |
|
|
82,300 |
|
|
|
0.0 |
% |
(1) |
Based on signed leases as of September 30, 2020; GLA presented at the Company's proportional share. |
Macerich
|
|
|
|
|
|
|
|
Unconsolidated |
|
Total |
|
|
|
|
|
|
|
|
Mall Name |
|
City |
|
State |
|
Entity |
|
GLA (1) |
|
|
Leased (1) |
|
||
1 |
|
Chandler Fashion Center |
|
Chandler |
|
AZ |
|
Macerich JV |
|
|
69,750 |
|
|
|
53.0 |
% |
2 |
|
Arrowhead Towne Center |
|
Glendale |
|
AZ |
|
Macerich JV |
|
|
62,500 |
|
|
|
0.0 |
% |
3 |
|
Los Cerritos Center |
|
Cerritos |
|
CA |
|
Macerich JV |
|
|
138,800 |
|
|
|
0.0 |
% |
4 |
|
Vintage Faire Mall |
|
Modesto |
|
CA |
|
Macerich JV |
|
|
74,250 |
|
|
|
54.2 |
% |
5 |
|
Danbury Fair |
|
Danbury |
|
CT |
|
Macerich JV |
|
|
89,250 |
|
|
|
100.0 |
% |
6 |
|
Deptford Mall |
|
Deptford |
|
NJ |
|
Macerich JV |
|
|
95,850 |
|
|
|
76.1 |
% |
7 |
|
Freehold Raceway Mall |
|
Freehold |
|
NJ |
|
Macerich JV |
|
|
69,400 |
|
|
|
100.0 |
% |
8 |
|
Washington Square Mall |
|
Portland |
|
OR |
|
Macerich JV |
|
|
110,000 |
|
|
|
0.0 |
% |
9 |
|
South Plains Mall |
|
Lubbock |
|
TX |
|
Macerich JV |
|
|
75,300 |
|
|
|
0.0 |
% |
(1) |
Based on signed leases as of September 30, 2020; GLA presented at the Company's proportional share. |
- 15 -
PROPERTY INFORMATION |
|
|
|
Unconsolidated Properties (cont’d)
September 30, 2020
Invesco Real Estate
|
|
|
|
|
|
|
|
Unconsolidated |
|
Total |
|
|
|
|
|
|
|
|
Property Address |
|
City |
|
State |
|
Entity |
|
GLA (1) |
|
|
Leased (1) |
|
||
1 |
|
302 Colorado Avenue |
|
Santa Monica |
|
CA |
|
Mark 302 JV |
|
|
51,500 |
|
|
|
0.0 |
% |
2 |
|
4575 La Jolla Village Drive |
|
San Diego |
|
CA |
|
UTC JV |
|
|
113,100 |
|
|
|
56.9 |
% |
(1) |
Based on signed leases as of September 30, 2020; GLA presented at the Company's proportional share. |
Other
|
|
|
|
|
|
|
|
Unconsolidated |
|
Total |
|
|
|
|
|
|
|
|
Property Address |
|
City |
|
State |
|
Entity |
|
GLA (1) |
|
|
Leased (1) |
|
||
1 |
|
1445 New Britain Avenue |
|
West Hartford |
|
CT |
|
West Hartford JV |
|
|
81,850 |
|
|
|
89.6 |
% |
2 |
|
126 Shawan Road |
|
Cockeysville |
|
MD |
|
Cockeysville JV |
|
|
80,100 |
|
|
|
61.4 |
% |
3 |
|
12625 North Interstate Highway 35 |
|
Austin |
|
TX |
|
Tech Ridge JV |
|
|
— |
|
|
|
— |
|
4 |
|
20700 South Avalon Boulevard |
|
Carson |
|
CA |
|
Carson Investment |
|
|
36,440 |
|
|
|
60.2 |
% |
(1) |
Based on signed leases as of September 30, 2020; GLA presented at the Company's proportional share. |
- 16 -
PROPERTY INFORMATION |
|
|
|
September 30, 2020
|
|
|
|
|
|
|
|
|
|
Holdco |
|
Total |
|
|
|
|
|
|
Land |
|
||
|
|
Property Address |
|
City |
|
State |
|
Property Type (1) |
|
Master Lease (2) |
|
GLA (3) |
|
|
Leased (3) |
|
|
Acres |
|
|||
1 |
|
700 East Northern Lights Boulevard |
|
Anchorage |
|
AK |
|
Shopping Center |
|
|
|
|
158,500 |
|
|
|
84.6 |
% |
|
|
26 |
|
2 |
|
1731 2nd Avenue Southwest |
|
Cullman |
|
AL |
|
Freestanding |
|
|
|
|
88,600 |
|
|
|
100.0 |
% |
|
|
6 |
|
3 |
|
3930 McCain Boulevard |
|
North Little Rock |
|
AR |
|
Mall |
|
|
|
|
177,100 |
|
|
|
7.3 |
% |
|
|
15 |
|
4 |
|
6515 East Southern Avenue |
|
Mesa |
|
AZ |
|
Mall |
|
|
|
|
121,900 |
|
|
|
13.8 |
% |
|
|
11 |
|
5 |
|
10140 North 91st Avenue |
|
Peoria |
|
AZ |
|
Shopping Center |
|
|
|
|
104,400 |
|
|
|
100.0 |
% |
|
|
10 |
|
6 |
|
7611 West Thomas Road |
|
Phoenix |
|
AZ |
|
Mall |
|
|
|
|
144,200 |
|
|
|
0.0 |
% |
|
|
10 |
|
7 |
|
12025 North 32nd Street |
|
Phoenix |
|
AZ |
|
Freestanding |
|
|
|
|
151,200 |
|
|
|
100.0 |
% |
|
|
11 |
|
8 |
|
2250 El Mercado Loop |
|
Sierra Vista |
|
AZ |
|
Mall |
|
|
|
|
94,700 |
|
|
|
0.0 |
% |
|
|
7 |
|
9 |
|
5950 East Broadway Boulevard |
|
Tucson |
|
AZ |
|
Mall |
|
|
|
|
218,900 |
|
|
|
23.2 |
% |
|
|
20 |
|
10 |
|
3150 South 4th Avenue |
|
Yuma |
|
AZ |
|
Shopping Center |
|
|
|
|
90,400 |
|
|
|
0.0 |
% |
|
|
14 |
|
11 |
|
3625 East 18th Street |
|
Antioch |
|
CA |
|
Shopping Center |
|
|
|
|
95,200 |
|
|
|
0.0 |
% |
|
|
7 |
|
12 |
|
42126 Big Bear Boulevard |
|
Big Bear Lake |
|
CA |
|
Shopping Center |
|
X |
|
|
80,000 |
|
|
|
91.6 |
% |
|
|
8 |
|
13 |
|
565 Broadway |
|
Chula Vista |
|
CA |
|
Mall |
|
|
|
|
250,100 |
|
|
|
0.0 |
% |
|
|
16 |
|
14 |
|
5900 Sunrise Mall |
|
Citrus Heights |
|
CA |
|
Mall |
|
|
|
|
289,500 |
|
|
|
0.0 |
% |
|
|
22 |
|
15 |
|
575 Fletcher Parkway |
|
El Cajon |
|
CA |
|
Mall |
|
|
|
|
244,900 |
|
|
|
77.1 |
% |
|
|
22 |
|
16 |
|
3751 South Dogwood Road |
|
El Centro |
|
CA |
|
Mall |
|
|
|
|
139,700 |
|
|
|
0.0 |
% |
|
|
14 |
|
17 |
|
1420 Travis Boulevard |
|
Fairfield |
|
CA |
|
Mall |
|
|
|
|
146,500 |
|
|
|
19.2 |
% |
|
|
9 |
|
18 |
|
5901 Florin Road |
|
Florin |
|
CA |
|
Shopping Center |
|
|
|
|
329,700 |
|
|
|
17.3 |
% |
|
|
20 |
|
19 |
|
3636 North Blackstone Avenue |
|
Fresno |
|
CA |
|
Shopping Center |
|
|
|
|
216,600 |
|
|
|
20.0 |
% |
|
|
13 |
|
20 |
|
1500 Anna Sparks Way |
|
McKinleyville |
|
CA |
|
Shopping Center |
|
|
|
|
94,800 |
|
|
|
0.0 |
% |
|
|
8 |
|
21 |
|
1011 West Olive Avenue |
|
Merced |
|
CA |
|
Shopping Center |
|
|
|
|
92,600 |
|
|
|
86.2 |
% |
|
|
10 |
|
22 |
|
5080 East Montclair Plaza Lane |
|
Montclair |
|
CA |
|
Mall |
|
|
|
|
174,700 |
|
|
|
0.0 |
% |
|
|
3 |
|
23 |
|
6000 Mowry Avenue |
|
Newark |
|
CA |
|
Mall |
|
|
|
|
145,800 |
|
|
|
24.7 |
% |
|
|
10 |
|
24 |
|
12121 Victory Boulevard |
|
North Hollywood |
|
CA |
|
Shopping Center |
|
|
|
|
161,900 |
|
|
|
46.3 |
% |
|
|
4 |
|
25 |
|
72880 Highway 111 |
|
Palm Desert |
|
CA |
|
Mall |
|
|
|
|
136,500 |
|
|
|
21.1 |
% |
|
|
8 |
|
26 |
|
1855 Main Street |
|
Ramona |
|
CA |
|
Shopping Center |
|
|
|
|
107,500 |
|
|
|
13.7 |
% |
|
|
10 |
|
27 |
|
5261 Arlington Avenue |
|
Riverside |
|
CA |
|
Freestanding |
|
|
|
|
214,200 |
|
|
|
5.7 |
% |
|
|
19 |
|
28 |
|
3001 Iowa Avenue |
|
Riverside |
|
CA |
|
Freestanding |
|
|
|
|
132,600 |
|
|
|
28.7 |
% |
|
|
13 |
|
29 |
|
1191 Galleria Boulevard |
|
Roseville |
|
CA |
|
Mall |
|
|
|
|
125,800 |
|
|
|
87.0 |
% |
|
|
9 |
|
30 |
|
1700 North Main Street |
|
Salinas |
|
CA |
|
Mall |
|
|
|
|
132,900 |
|
|
|
24.2 |
% |
|
|
10 |
|
31 |
|
100 Inland Center |
|
San Bernardino |
|
CA |
|
Mall |
|
|
|
|
264,700 |
|
|
|
0.0 |
% |
|
|
22 |
|
32 |
|
1178 El Camino Real |
|
San Bruno |
|
CA |
|
Mall |
|
|
|
|
276,600 |
|
|
|
11.3 |
% |
|
|
13 |
|
33 |
|
2180 Tully Road |
|
San Jose |
|
CA |
|
Mall |
|
|
|
|
262,500 |
|
|
|
0.0 |
% |
|
|
22 |
|
34 |
|
200 Town Center East |
|
Santa Maria |
|
CA |
|
Mall |
|
|
|
|
108,600 |
|
|
|
0.0 |
% |
|
|
5 |
|
35 |
|
895 Faulkner Road |
|
Santa Paula |
|
CA |
|
Freestanding |
|
|
|
|
71,300 |
|
|
|
0.0 |
% |
|
|
10 |
|
36 |
|
40710 Winchester Road |
|
Temecula |
|
CA |
|
Mall |
|
|
|
|
120,100 |
|
|
|
49.2 |
% |
|
|
10 |
|
- 17 -
PROPERTY INFORMATION |
|
|
|
Wholly Owned Properties (cont’d)
September 30, 2020
|
|
|
|
|
|
|
|
|
|
Holdco |
|
Total |
|
|
|
|
|
|
Land |
|
||
|
|
Property Address |
|
City |
|
State |
|
Property Type (1) |
|
Master Lease (2) |
|
GLA (3) |
|
|
Leased (3) |
|
|
Acres |
|
|||
|
145 West Hillcrest Drive |
|
Thousand Oaks |
|
CA |
|
Shopping Center |
|
|
|
|
161,400 |
|
|
|
100.0 |
% |
|
|
11 |
|
|
38 |
|
3295 East Main Street |
|
Ventura |
|
CA |
|
Mall |
|
|
|
|
178,600 |
|
|
|
0.0 |
% |
|
|
2 |
|
39 |
|
1209 Plaza Drive |
|
West Covina |
|
CA |
|
Mall |
|
|
|
|
142,000 |
|
|
|
0.0 |
% |
|
|
16 |
|
40 |
|
100 Westminster Mall |
|
Westminster |
|
CA |
|
Mall |
|
|
|
|
197,900 |
|
|
|
0.0 |
% |
|
|
14 |
|
41 |
|
10785 West Colfax Avenue |
|
Lakewood |
|
CO |
|
Shopping Center |
|
|
|
|
153,000 |
|
|
|
0.0 |
% |
|
|
8 |
|
42 |
|
1400 East 104th Avenue |
|
Thornton |
|
CO |
|
Shopping Center |
|
|
|
|
203,000 |
|
|
|
30.4 |
% |
|
|
25 |
|
43 |
|
850 Hartford Turnpike |
|
Waterford |
|
CT |
|
Mall |
|
|
|
|
149,200 |
|
|
|
0.0 |
% |
|
|
11 |
|
44 |
|
19563 Coastal Highway |
|
Rehoboth Beach |
|
DE |
|
Freestanding |
|
|
|
|
118,300 |
|
|
|
44.9 |
% |
|
|
13 |
|
45 |
|
5900 Glades Road |
|
Boca Raton |
|
FL |
|
Mall |
|
|
|
|
178,500 |
|
|
|
2.4 |
% |
|
|
19 |
|
46 |
|
7350 Manatee Avenue West |
|
Bradenton |
|
FL |
|
Shopping Center |
|
|
|
|
82,900 |
|
|
|
60.2 |
% |
|
|
9 |
|
47 |
|
27001 U.S. 19 North |
|
Clearwater |
|
FL |
|
Mall |
|
|
|
|
211,300 |
|
|
|
41.5 |
% |
|
|
14 |
|
48 |
|
1625 Northwest 107th Avenue |
|
Doral |
|
FL |
|
Mall |
|
|
|
|
212,900 |
|
|
|
0.0 |
% |
|
|
13 |
|
49 |
|
4125 Cleveland Avenue |
|
Ft. Myers |
|
FL |
|
Mall |
|
|
|
|
146,800 |
|
|
|
0.0 |
% |
|
|
12 |
|
50 |
|
1675 West 49th Street |
|
Hialeah |
|
FL |
|
Mall |
|
|
|
|
145,200 |
|
|
|
53.7 |
% |
|
|
8 |
|
51 |
|
1460 West 49th Street |
|
Hialeah |
|
FL |
|
Freestanding |
|
|
|
|
106,300 |
|
|
|
100.0 |
% |
|
|
9 |
|
52 |
|
2211 West Vine Street |
|
Kissimmee |
|
FL |
|
Shopping Center |
|
|
|
|
140,400 |
|
|
|
41.6 |
% |
|
|
14 |
|
53 |
|
3800 US Highway 98 North |
|
Lakeland |
|
FL |
|
Mall |
|
|
|
|
156,200 |
|
|
|
0.0 |
% |
|
|
12 |
|
54 |
|
19505 Biscayne Boulevard |
|
Miami |
|
FL |
|
Mall |
|
|
|
|
215,400 |
|
|
|
51.8 |
% |
|
|
12 |
|
55 |
|
20701 Southwest 112th Avenue |
|
Miami |
|
FL |
|
Mall |
|
|
|
|
170,100 |
|
|
|
0.0 |
% |
|
|
15 |
|
56 |
|
10700 Biscayne Boulevard |
|
North Miami |
|
FL |
|
Freestanding |
|
|
|
|
125,400 |
|
|
|
100.0 |
% |
|
|
11 |
|
57 |
|
3100 Southwest College Road |
|
Ocala |
|
FL |
|
Mall |
|
|
|
|
146,200 |
|
|
|
0.0 |
% |
|
|
12 |
|
58 |
|
3111 East Colonial Drive |
|
Orlando |
|
FL |
|
Mall |
|
|
|
|
118,400 |
|
|
|
94.1 |
% |
|
|
18 |
|
59 |
|
733 North Highway 231 |
|
Panama City |
|
FL |
|
Mall |
|
|
|
|
139,300 |
|
|
|
0.0 |
% |
|
|
15 |
|
60 |
|
7171 North Davis Highway |
|
Pensacola |
|
FL |
|
Shopping Center |
|
|
|
|
106,100 |
|
|
|
100.0 |
% |
|
|
15 |
|
61 |
|
8000 West Broward Boulevard |
|
Plantation |
|
FL |
|
Mall |
|
|
|
|
184,400 |
|
|
|
73.8 |
% |
|
|
18 |
|
62 |
|
8201 South Tamiami Trail |
|
Sarasota |
|
FL |
|
Mall |
|
|
|
|
212,400 |
|
|
|
0.0 |
% |
|
|
15 |
|
63 |
|
4501 66th Street North |
|
St. Petersburg |
|
FL |
|
Freestanding |
|
|
|
|
113,800 |
|
|
|
86.8 |
% |
|
|
11 |
|
64 |
|
2300 Tyrone Boulevard North |
|
St. Petersburg |
|
FL |
|
Mall |
|
|
|
|
132,500 |
|
|
|
98.5 |
% |
|
|
14 |
|
65 |
|
7810 Abercorn Street |
|
Savannah |
|
GA |
|
Mall |
|
|
|
|
167,300 |
|
|
|
0.0 |
% |
|
|
15 |
|
66 |
|
500 North Nimitz Highway |
|
Honolulu |
|
HI |
|
Freestanding |
|
|
|
|
76,100 |
|
|
|
100.0 |
% |
|
|
4 |
|
67 |
|
4600 1st Avenue Northeast |
|
Cedar Rapids |
|
IA |
|
Mall |
|
|
|
|
146,000 |
|
|
|
0.0 |
% |
|
|
12 |
|
68 |
|
1405 South Grand Avenue |
|
Charles City |
|
IA |
|
Freestanding |
|
|
|
|
96,600 |
|
|
|
0.0 |
% |
|
|
11 |
|
69 |
|
2307 Superior Street |
|
Webster City |
|
IA |
|
Shopping Center |
|
|
|
|
40,800 |
|
|
|
0.0 |
% |
|
|
4 |
|
70 |
|
460 North Milwaukee Street |
|
Boise |
|
ID |
|
Mall |
|
|
|
|
123,600 |
|
|
|
0.0 |
% |
|
|
8 |
|
71 |
|
5050 South Kedzie Avenue |
|
Chicago |
|
IL |
|
Shopping Center |
|
|
|
|
120,700 |
|
|
|
73.8 |
% |
|
|
9 |
|
72 |
|
3340 Mall Loop Drive |
|
Joliet |
|
IL |
|
Mall |
|
|
|
|
204,600 |
|
|
|
0.0 |
% |
|
|
17 |
|
- 18 -
PROPERTY INFORMATION |
|
|
|
Wholly Owned Properties (cont’d)
September 30, 2020
|
|
|
|
|
|
|
|
|
|
Holdco |
|
Total |
|
|
|
|
|
|
Land |
|
||
|
|
Property Address |
|
City |
|
State |
|
Property Type (1) |
|
Master Lease (2) |
|
GLA (3) |
|
|
Leased (3) |
|
|
Acres |
|
|||
|
2860 South Highland Avenue |
|
Lombard |
|
IL |
|
Freestanding |
|
|
|
|
139,300 |
|
|
|
100.0 |
% |
|
|
8 |
|
|
74 |
|
7503 West Cermak Road |
|
North Riverside |
|
IL |
|
Mall |
|
|
|
|
216,400 |
|
|
|
44.2 |
% |
|
|
13 |
|
75 |
|
2 Orland Square Drive |
|
Orland Park |
|
IL |
|
Mall |
|
|
|
|
140,000 |
|
|
|
32.8 |
% |
|
|
16 |
|
76 |
|
2500 Wabash Avenue |
|
Springfield |
|
IL |
|
Shopping Center |
|
|
|
|
119,500 |
|
|
|
86.2 |
% |
|
|
14 |
|
77 |
|
3231 Chicago Road |
|
Steger |
|
IL |
|
Freestanding |
|
|
|
|
87,400 |
|
|
|
0.0 |
% |
|
|
3 |
|
78 |
|
3101 Northview Drive |
|
Elkhart |
|
IN |
|
Shopping Center |
|
|
|
|
86,600 |
|
|
|
100.0 |
% |
|
|
8 |
|
79 |
|
4201 Coldwater Road |
|
Ft. Wayne |
|
IN |
|
Mall |
|
|
|
|
84,400 |
|
|
|
75.5 |
% |
|
|
15 |
|
80 |
|
101 West Lincoln Highway |
|
Merrillville |
|
IN |
|
Shopping Center |
|
|
|
|
170,900 |
|
|
|
87.1 |
% |
|
|
17 |
|
81 |
|
9701 Metcalf Avenue |
|
Overland Park |
|
KS |
|
Shopping Center |
|
|
|
|
215,000 |
|
|
|
0.0 |
% |
|
|
19 |
|
82 |
|
3010 Fort Campbell Boulevard |
|
Hopkinsville |
|
KY |
|
Shopping Center |
|
|
|
|
85,100 |
|
|
|
75.9 |
% |
|
|
13 |
|
83 |
|
5101 Hinkleville Road |
|
Paducah |
|
KY |
|
Mall |
|
|
|
|
97,300 |
|
|
|
68.7 |
% |
|
|
9 |
|
84 |
|
5715 Johnston Street |
|
Lafayette |
|
LA |
|
Mall |
|
|
|
|
194,900 |
|
|
|
0.0 |
% |
|
|
16 |
|
85 |
|
900 East Admiral Doyle Drive |
|
New Iberia |
|
LA |
|
Freestanding |
|
|
|
|
119,100 |
|
|
|
100.0 |
% |
|
|
12 |
|
86 |
|
200 Grossman Drive |
|
Braintree |
|
MA |
|
Shopping Center |
|
|
|
|
89,700 |
|
|
|
94.8 |
% |
|
|
34 |
|
87 |
|
1325 Broadway |
|
Saugus |
|
MA |
|
Mall |
|
|
|
|
210,700 |
|
|
|
47.5 |
% |
|
|
16 |
|
88 |
|
15700 Emerald Way |
|
Bowie |
|
MD |
|
Shopping Center |
|
|
|
|
123,000 |
|
|
|
12.2 |
% |
|
|
11 |
|
89 |
|
3207 Solomons Island Road |
|
Edgewater |
|
MD |
|
Shopping Center |
|
|
|
|
117,200 |
|
|
|
0.0 |
% |
|
|
14 |
|
90 |
|
417 Main Street |
|
Madawaska |
|
ME |
|
Shopping Center |
|
|
|
|
49,700 |
|
|
|
0.0 |
% |
|
|
2 |
|
91 |
|
2100 Southfield Road |
|
Lincoln Park |
|
MI |
|
Shopping Center |
|
|
|
|
301,700 |
|
|
|
22.8 |
% |
|
|
17 |
|
92 |
|
1560 US 31 South |
|
Manistee |
|
MI |
|
Shopping Center |
|
|
|
|
94,700 |
|
|
|
0.0 |
% |
|
|
12 |
|
93 |
|
32123 Gratiot Avenue |
|
Roseville |
|
MI |
|
Mall |
|
|
|
|
364,600 |
|
|
|
42.4 |
% |
|
|
21 |
|
94 |
|
2760 I-75 Business Spur |
|
Sault Sainte Marie |
|
MI |
|
Freestanding |
|
|
|
|
92,700 |
|
|
|
0.0 |
% |
|
|
11 |
|
95 |
|
300 West 14 Mile Road |
|
Troy |
|
MI |
|
Mall |
|
|
|
|
379,600 |
|
|
|
24.0 |
% |
|
|
30 |
|
96 |
|
3100 Washtenaw Road |
|
Ypsilanti |
|
MI |
|
Freestanding |
|
|
|
|
91,700 |
|
|
|
100.0 |
% |
|
|
12 |
|
97 |
|
14250 Buck Hill Road |
|
Burnsville |
|
MN |
|
Mall |
|
|
|
|
167,300 |
|
|
|
0.0 |
% |
|
|
15 |
|
98 |
|
3001 White Bear Avenue North |
|
Maplewood |
|
MN |
|
Mall |
|
|
|
|
175,000 |
|
|
|
0.0 |
% |
|
|
14 |
|
99 |
|
425 Rice Street |
|
St. Paul |
|
MN |
|
Freestanding |
|
|
|
|
217,900 |
|
|
|
0.0 |
% |
|
|
17 |
|
100 |
|
1 Flower Valley Shopping Center |
|
Florissant |
|
MO |
|
Shopping Center |
|
|
|
|
124,000 |
|
|
|
7.5 |
% |
|
|
11 |
|
101 |
|
2304 Missouri Boulevard |
|
Jefferson City |
|
MO |
|
Freestanding |
|
|
|
|
97,700 |
|
|
|
100.0 |
% |
|
|
10 |
|
102 |
|
3700 South Campbell Avenue |
|
Springfield |
|
MO |
|
Shopping Center |
|
|
|
|
112,900 |
|
|
|
100.0 |
% |
|
|
8 |
|
103 |
|
2308 Highway 45 North |
|
Columbus |
|
MS |
|
Shopping Center |
|
|
|
|
166,700 |
|
|
|
27.2 |
% |
|
|
18 |
|
104 |
|
1 South Tunnel Road |
|
Asheville |
|
NC |
|
Mall |
|
|
|
|
110,600 |
|
|
|
0.0 |
% |
|
|
16 |
|
105 |
|
1302 Bridford Parkway |
|
Greensboro |
|
NC |
|
Shopping Center |
|
|
|
|
178,500 |
|
|
|
78.4 |
% |
|
|
16 |
|
106 |
|
4700 2nd Avenue |
|
Kearney |
|
NE |
|
Freestanding |
|
|
|
|
64,900 |
|
|
|
100.0 |
% |
|
|
8 |
|
107 |
|
1500 South Willow Street |
|
Manchester |
|
NH |
|
Mall |
|
|
|
|
106,600 |
|
|
|
75.4 |
% |
|
|
11 |
|
108 |
|
310 Daniel Webster Highway |
|
Nashua |
|
NH |
|
Mall |
|
|
|
|
167,100 |
|
|
|
0.0 |
% |
|
|
7 |
|
- 19 -
PROPERTY INFORMATION |
|
|
|
Wholly Owned Properties (cont’d)
September 30, 2020
|
|
|
|
|
|
|
|
|
|
Holdco |
|
Total |
|
|
|
|
|
|
Land |
|
||
|
|
Property Address |
|
City |
|
State |
|
Property Type (1) |
|
Master Lease (2) |
|
GLA (3) |
|
|
Leased (3) |
|
|
Acres |
|
|||
|
50 Fox Run Road |
|
Portsmouth |
|
NH |
|
Mall |
|
|
|
|
127,100 |
|
|
|
0.0 |
% |
|
|
13 |
|
|
110 |
|
77 Rockingham Park Boulevard |
|
Salem |
|
NH |
|
Mall |
|
|
|
|
251,600 |
|
|
|
48.9 |
% |
|
|
14 |
|
111 |
|
1640 Route 22 |
|
Watchung |
|
NJ |
|
Freestanding |
|
|
|
|
116,400 |
|
|
|
99.3 |
% |
|
|
19 |
|
112 |
|
10405 South Eastern Avenue |
|
Henderson |
|
NV |
|
Shopping Center |
|
|
|
|
133,400 |
|
|
|
96.3 |
% |
|
|
12 |
|
113 |
|
4000 Meadows Lane |
|
Las Vegas |
|
NV |
|
Mall |
|
|
|
|
130,300 |
|
|
|
32.6 |
% |
|
|
11 |
|
114 |
|
5400 Meadowood Mall Circle |
|
Reno |
|
NV |
|
Mall |
|
|
|
|
162,700 |
|
|
|
25.4 |
% |
|
|
3 |
|
115 |
|
1425 Central Avenue |
|
Albany |
|
NY |
|
Mall |
|
|
|
|
277,900 |
|
|
|
27.6 |
% |
|
|
21 |
|
116 |
|
4155 State Route 31 |
|
Clay |
|
NY |
|
Mall |
|
|
|
|
146,500 |
|
|
|
0.0 |
% |
|
|
12 |
|
117 |
|
4000 Jericho Turnpike |
|
East Northport |
|
NY |
|
Shopping Center |
|
|
|
|
179,700 |
|
|
|
51.9 |
% |
|
|
18 |
|
118 |
|
195 North Broadway |
|
Hicksville |
|
NY |
|
Freestanding |
|
|
|
|
284,900 |
|
|
|
33.9 |
% |
|
|
30 |
|
119 |
|
2801 West State Street |
|
Olean |
|
NY |
|
Freestanding |
|
|
|
|
120,700 |
|
|
|
45.9 |
% |
|
|
13 |
|
120 |
|
317 Greece Ridge Center Drive |
|
Rochester |
|
NY |
|
Mall |
|
|
|
|
128,500 |
|
|
|
0.0 |
% |
|
|
15 |
|
121 |
|
171 Delaware Avenue |
|
Sidney |
|
NY |
|
Shopping Center |
|
|
|
|
94,400 |
|
|
|
0.0 |
% |
|
|
19 |
|
122 |
|
200 Eastview Mall |
|
Victor |
|
NY |
|
Mall |
|
|
|
|
119,600 |
|
|
|
100.0 |
% |
|
|
14 |
|
123 |
|
600 Lee Boulevard |
|
Yorktown Heights |
|
NY |
|
Mall |
|
|
|
|
160,000 |
|
|
|
24.1 |
% |
|
|
12 |
|
124 |
|
4100 Belden Village Avenue Northwest |
|
Canton |
|
OH |
|
Mall |
|
|
|
|
190,600 |
|
|
|
61.0 |
% |
|
|
19 |
|
125 |
|
2700 Miamisburg Centerville Road |
|
Dayton |
|
OH |
|
Mall |
|
|
|
|
180,200 |
|
|
|
7.4 |
% |
|
|
16 |
|
126 |
|
1005 East Columbus Street |
|
Kenton |
|
OH |
|
Freestanding |
|
|
|
|
96,100 |
|
|
|
0.0 |
% |
|
|
11 |
|
127 |
|
7875 Johnnycake Ridge Road |
|
Mentor |
|
OH |
|
Mall |
|
|
|
|
219,100 |
|
|
|
0.0 |
% |
|
|
20 |
|
128 |
|
6950 West 130th Street |
|
Middleburg Heights |
|
OH |
|
Shopping Center |
|
|
|
|
359,000 |
|
|
|
10.0 |
% |
|
|
15 |
|
129 |
|
3408 West Central Avenue |
|
Toledo |
|
OH |
|
Shopping Center |
|
|
|
|
218,700 |
|
|
|
0.0 |
% |
|
|
11 |
|
130 |
|
4400 South Western Avenue |
|
Oklahoma City |
|
OK |
|
Freestanding |
|
|
|
|
223,600 |
|
|
|
22.5 |
% |
|
|
24 |
|
131 |
|
1180 Southeast 82nd Avenue |
|
Happy Valley |
|
OR |
|
Mall |
|
|
|
|
144,300 |
|
|
|
31.2 |
% |
|
|
12 |
|
132 |
|
3975 Columbia Avenue |
|
Columbia |
|
PA |
|
Shopping Center |
|
|
|
|
86,700 |
|
|
|
0.0 |
% |
|
|
8 |
|
133 |
|
160 North Gulph Road (4) |
|
King Of Prussia |
|
PA |
|
Mall |
|
|
|
|
210,800 |
|
|
|
82.8 |
% |
|
|
14 |
|
134 |
|
1745 Quentin Road |
|
Lebanon |
|
PA |
|
Shopping Center |
|
|
|
|
117,200 |
|
|
|
0.0 |
% |
|
|
15 |
|
135 |
|
100 Cross Roads Plaza |
|
Mount Pleasant |
|
PA |
|
Shopping Center |
|
|
|
|
86,300 |
|
|
|
67.7 |
% |
|
|
10 |
|
136 |
|
400 North Best Avenue |
|
Walnutport |
|
PA |
|
Freestanding |
|
|
|
|
121,200 |
|
|
|
0.0 |
% |
|
|
16 |
|
137 |
|
PR 167 & Las Cumbres |
|
Bayamon |
|
PR |
|
Shopping Center |
|
X |
|
|
114,600 |
|
|
|
100.0 |
% |
|
|
10 |
|
138 |
|
400 Calle Betances |
|
Caguas |
|
PR |
|
Mall |
|
X |
|
|
138,700 |
|
|
|
100.0 |
% |
|
|
8 |
|
139 |
|
Plaza Carolina Station |
|
Carolina |
|
PR |
|
Mall |
|
X |
|
|
198,000 |
|
|
|
100.0 |
% |
|
|
11 |
|
140 |
|
Martinez Nadal Avenue |
|
Guaynabo |
|
PR |
|
Shopping Center |
|
|
|
|
225,600 |
|
|
|
66.6 |
% |
|
|
18 |
|
141 |
|
PR Road 2, Km 149.5 |
|
Mayaguez |
|
PR |
|
Shopping Center |
|
X |
|
|
118,200 |
|
|
|
100.0 |
% |
|
|
13 |
|
142 |
|
2643 Ponce Bypass |
|
Ponce |
|
PR |
|
Shopping Center |
|
|
|
|
126,900 |
|
|
|
0.0 |
% |
|
|
9 |
|
143 |
|
650 Bald Hill Road |
|
Warwick |
|
RI |
|
Shopping Center |
|
|
|
|
131,500 |
|
|
|
93.6 |
% |
|
|
20 |
|
144 |
|
3801B Clemson Boulevard |
|
Anderson |
|
SC |
|
Shopping Center |
|
|
|
|
117,100 |
|
|
|
100.0 |
% |
|
|
12 |
|
- 20 -
PROPERTY INFORMATION |
|
|
|
Wholly Owned Properties (cont’d)
September 30, 2020
|
|
|
|
|
|
|
|
|
|
Holdco |
|
Total |
|
|
|
|
|
|
Land |
|
||
|
|
Property Address |
|
City |
|
State |
|
Property Type (1) |
|
Master Lease (2) |
|
GLA (3) |
|
|
Leased (3) |
|
|
Acres |
|
|||
|
7801 Rivers Avenue |
|
Charleston |
|
SC |
|
Mall |
|
|
|
|
106,400 |
|
|
|
49.7 |
% |
|
|
14 |
|
|
146 |
|
2800 North Germantown Parkway |
|
Cordova |
|
TN |
|
Mall |
|
|
|
|
160,900 |
|
|
|
0.0 |
% |
|
|
12 |
|
147 |
|
4570 Poplar Avenue |
|
Memphis |
|
TN |
|
Freestanding |
|
|
|
|
112,700 |
|
|
|
89.8 |
% |
|
|
11 |
|
148 |
|
12625 North Interstate Highway 35 |
|
Austin |
|
TX |
|
Shopping Center |
|
|
|
|
52,700 |
|
|
|
85.4 |
% |
|
|
25 |
|
149 |
|
9484 Dyer Street |
|
El Paso |
|
TX |
|
Freestanding |
|
|
|
|
114,200 |
|
|
|
60.2 |
% |
|
|
11 |
|
150 |
|
300 Baybrook Mall |
|
Friendswood |
|
TX |
|
Mall |
|
|
|
|
166,000 |
|
|
|
0.0 |
% |
|
|
13 |
|
151 |
|
12605 North Gessner Road |
|
Houston |
|
TX |
|
Freestanding |
|
|
|
|
134,000 |
|
|
|
100.0 |
% |
|
|
11 |
|
152 |
|
6301 Northwest Loop 410 |
|
Ingram |
|
TX |
|
Mall |
|
|
|
|
168,400 |
|
|
|
0.0 |
% |
|
|
12 |
|
153 |
|
2501 Irving Mall |
|
Irving |
|
TX |
|
Mall |
|
|
|
|
92,000 |
|
|
|
83.5 |
% |
|
|
18 |
|
154 |
|
201 Central Park Mall |
|
San Antonio |
|
TX |
|
Freestanding |
|
|
|
|
164,200 |
|
|
|
96.1 |
% |
|
|
15 |
|
155 |
|
4000 North Shepherd |
|
Shepherd |
|
TX |
|
Freestanding |
|
|
|
|
201,700 |
|
|
|
0.0 |
% |
|
|
12 |
|
156 |
|
13131 Preston Road |
|
Valley View |
|
TX |
|
Mall |
|
|
|
|
235,000 |
|
|
|
22.4 |
% |
|
|
23 |
|
157 |
|
2010 North Main Street |
|
Layton |
|
UT |
|
Shopping Center |
|
|
|
|
86,600 |
|
|
|
69.1 |
% |
|
|
14 |
|
158 |
|
7453 South Plaza Center Drive |
|
West Jordan |
|
UT |
|
Shopping Center |
|
|
|
|
171,000 |
|
|
|
100.0 |
% |
|
|
12 |
|
159 |
|
5901 Duke Street |
|
Alexandria |
|
VA |
|
Mall |
|
|
|
|
262,100 |
|
|
|
0.0 |
% |
|
|
18 |
|
160 |
|
1401 Greenbrier Parkway |
|
Chesapeake |
|
VA |
|
Mall |
|
|
|
|
169,700 |
|
|
|
0.0 |
% |
|
|
15 |
|
161 |
|
12000 Fair Oaks Mall |
|
Fairfax |
|
VA |
|
Mall |
|
|
|
|
211,000 |
|
|
|
85.0 |
% |
|
|
15 |
|
162 |
|
4588 Virginia Beach Boulevard |
|
Virginia Beach |
|
VA |
|
Mall |
|
|
|
|
197,300 |
|
|
|
56.0 |
% |
|
|
14 |
|
163 |
|
141 West Lee Highway |
|
Warrenton |
|
VA |
|
Shopping Center |
|
|
|
|
75,500 |
|
|
|
82.4 |
% |
|
|
9 |
|
164 |
|
2200 148th Avenue Northeast |
|
Redmond |
|
WA |
|
Shopping Center |
|
|
|
|
230,700 |
|
|
|
0.0 |
% |
|
|
15 |
|
165 |
|
5200 South 76th Street |
|
Greendale |
|
WI |
|
Mall |
|
|
|
|
187,500 |
|
|
|
71.3 |
% |
|
|
21 |
|
166 |
|
53 West Towne Mall |
|
Madison |
|
WI |
|
Mall |
|
|
|
|
118,400 |
|
|
|
100.0 |
% |
|
|
18 |
|
|
|
Total - Wholly-Owned Properties |
|
|
|
|
|
|
|
|
25,725,300 |
|
|
|
35.4 |
% |
|
|
2,233 |
|
(1) |
Company classification. Mall properties are attached to regional malls; Shopping Center properties include properties attached, within or adjacent to neighborhood shopping or power centers, as well as freestanding properties. |
(2) |
Denotes property subject to the Holdco Master Lease. |
(3) |
Based on signed leases as of September 30, 2020. |
(4) |
Property is subject to a ground lease. |
- 21 -
DISCLOSURES |
|
|
|
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 we deem most comparable have been provided in this Supplemental Information package.
Net Operating Income ("NOI”), Total NOI and Annualized Total NOI
NOI is defined as income from property operations less property operating expenses. 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 non-comparable items, such as termination fee income, 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.
- 22 -
DISCLOSURES |
|
|
|
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,” “will,” “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: our 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; Holdco’s termination and other rights under its master lease with us; competition in the real estate and retail industries; risks relating to our recapture and redevelopment activities; contingencies to the commencement of rent under leases; the terms of our indebtedness; restrictions with which we are required to comply in order to maintain REIT status and other legal requirements to which we are 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 our ability to fund operations and ongoing development; our ability to access or obtain sufficient sources of financing to fund our liquidity needs; our relatively limited history as an operating company; and the impact of the COVID-19 pandemic on the business of our tenants and our business, income, cash flow, results of operations, financial condition, liquidity, prospects, ability to service our debt obligations and our ability to pay dividends and other distributions to our shareholders. For additional discussion of these and other applicable risks, assumptions and uncertainties, see the “Risk Factors” and forward-looking statement disclosure contained in our filings with the Securities and Exchange Commission, including the risk factors relating to Sears Holdings and Holdco. While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially. We intend 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.
- 23 -
Seritage Growth Properties
500 Fifth Avenue | New York, NY 10110
212-355-7800 | www.seritage.com
CORPORATE PROFILE AND COVID-19 BUSINESS UPDATE November 2020 Exhibit 99.3
Note: all statistics as of September 30, 2020. COMPANY OVERVIEW Seritage was formed to unlock the underlying real estate value of a high-quality retail portfolio it acquired from Sears Holdings in July 2015 Create and own revitalized shopping, dining, entertainment and mixed-use destinations that provide enriched experiences for consumers and local communities, and that generate long-term value for our shareholders 195 PROPERTIES 30.4M SQUARE FEET 2,500+ ACRES 44 STATES MISSION PORTFOLIO P.1 INVESTMENT HIGHLIGHTS CONTROL OVER HIGH QUALITY PORTFOLIO Superior real estate locations reflect Sears’ influence as leading retailer when properties were initially developed Substantial presence in high growth markets such as California, Florida and the Northeast Existing single-tenant boxes with low prior rents and large parcels provide competitive advantage across multiple uses FULLY INTEGRATED ORGANIZATION Management team with extensive track record with retail real estate and repositioning strategies In-house leasing, development and construction teams have completed or substantially completed 59 projects Announced joint venture agreements with multifamily developers across 13 sites MULTIPLE GROWTH AND VALUE CREATION STRATEGIES Generate significant re-leasing spreads on existing space Densify sites with retail and mixed-used development Deploy platform and lead transformation of retail real estate DEMONSTRATED ACCESS TO CAPITAL $1.6 billon term loan facility with Berkshire Hathaway Raised over $985 million of cash proceeds from the sale or joint venture of interests in properties and several outparcels
HIGHLY DESIRABLE REAL ESTATE Diverse portfolio with concentrations in high growth markets Source: Scan/US (10-mile Radius). As of September 30, 2020. Based on initial acquisition cost and projected development spending for previously announced projects. P.2 Diverse real estate: 109 properties attached to regional malls and 86 freestanding or shopping center properties Strong demographics: average population density of 653,000 and average household income of $90,000 % of Investment (1) 0% 25% Top States % of Existing Investment(1) California 22.7% Florida 17.2% New York 6.2% Texas 4.8% New Jersey 4.1% Virginia 3.8% Illinois 3.7% Arizona 2.4% Connecticut 2.4% Pennsylvania 2.1%
COVID-19 BUSINESS UPDATE Advancing response with emphasis on people, liquidity and value First priority remains the health and safety of our team, our families, our communities and our partners Focused on preserving the medium- and long-term value of our assets and platform, balanced with the need to make necessary changes in response to the current environment 95% of tenants open or partially open as of October 30, 2020 Collected 86% of cash rents in Q3 2020, and executed deferral agreements for 10% Sold $284.4 million of assets year to date, including $113.6 million in Q3 2020 Executed on initiatives to reduce general and administrative and property operating expenses P.3
TENANT ACTIVITY As of October 30, 2020 95% of in-place tenants open and/or operating 265 stores fully open and 5 stores open for pick-up or delivery Represents 97% of leased GLA and 95% of annual ABR P.4 TENANT OPENINGS RENT COLLECTIONS Openings By Sector % ABR Q2 2020 Collected 70% of rental income Deferred an additional 25% Q3 2020 Collected 86% of rental income Deferred an additional 10% October 2020 Collected 86% of rental income Deferred an additional 8% Deferral agreements $9.8 million of total rent (thru October 30, 2020) Note: all tenant activity data excludes Transform Holdco LLC (“Sears”). % open by ABR
Capital Sources and Uses Near-term cash resources and capital allocation P.5 Asset Monetization Year to date, sold 21 assets and 13 outparcels generating $284.4 million of cash proceeds Since July 2017, monetized 86 assets and several outparcels generating over $985 million of cash proceeds Capital allocation Managing negative operating cash flow through expense reduction and ability to defer interest expense, if necessary Restarted components of select redevelopment projects – $45.8 million of potential investment to generate $13.5 million of potential rental income over next 12 months Term Loan Amendment Amended terms in May 2020 to provide flexibility to defer interest expense under certain circumstances Up to $9.3 million of average monthly interest, if cash balances below specified levels Reaffirmation of continued lender support for asset sales $1.6 billion outstanding per existing terms with July 2023 maturity Asset Sales Closed $272.5 million of asset sales through September 30, 2020 5.9% blended cap rate for income-producing assets $37 PSF for vacant assets Closed $11.8 million of asset sales subsequent to September 30, 2020 $62.5 million of assets under contract for sale as of October 30, 2020, subject to buyer diligence and closing conditions
UNLOCKING VALUE P.6 We believe there will be an immense need to convert well-located real estate for revitalized uses to serve today’s communities To be a leader in this transformation, we are focused on: Utilizing the quality and diversity of our asset base to our advantage Leveraging our track record in intensive redevelopment and our extensive relationships with tenants, development partners and capital providers Continuing to expand our opportunity set beyond retail, with a focus on multi-family and mixed-use environments Prioritizing capital for our more differentiated redevelopments, those projects with stronger return metrics, and those redevelopments that we can restart quickly to generate near-term income Strategies as we move forward
Culture and Commitment P.7 Our core principles will continue to guide how we conduct ourselves and approach the challenges and necessary strategic changes that we may make in the months ahead Be a diverse and inclusive culture based on respect Build relationships for the long term Create an environment of constant improvement Be entrepreneurial and proactive Inspire people and communities through our projects We believe that our team, track record, tenant relationships and partnerships with non-retail developers and capital providers can position us to be a leader in the transformation of real estate that will likely need to be part of the larger economic recovery in our communities We will work through this together by being proactive and decisive in the short term, while preserving the medium- and long-term value of our assets and platform Seritage principles and values
CORPORATE RESPONSIBILITY Committed to Environmental, Social and Governance practices that serve our shareholders, our team and our communities Revitalizing under-utilized real estate, enriching communities and delivering value to all of our stakeholders is core to our mission Potential to repurpose and modernize over 30 million square feet of buildings and 2,500+ acres of land Replace or redevelop aging structures with more energy efficient buildings Improved insulation, cool roof, LED lighting Smart irrigation systems and landscape design Remote electricity monitoring EV charging stations Cloud-based operating platform / tenant portal Establishing usage benchmarks and goals Exploring implementation of green leases Focus on Board of Trustees diversity Separate Chairperson and CEO Prohibition on hedging and pledging Compensation philosophy emphasizes performance goals and shareholder returns Community enhancement and job creation through real estate redevelopment Identified opportunity to create 6,500-7,500 new multifamily rental units Corporate community service program Partner with Integrate for internships or FTEs Diverse and inclusive workforce built on a culture of respect INTENSIVE REDEVELOPMENT ENHANCED PROPERTY MANAGEMENT PEOPLE AND COMMUNITIES CORPORATE GOVERNANCE P.8
Seritage Growth Properties | 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,” “will,” “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: our 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; Holdco’s termination and other rights under its master lease with us; competition in the real estate and retail industries; risks relating to our recapture and redevelopment activities; contingencies to the commencement of rent under leases; the terms of our indebtedness; restrictions with which we are required to comply in order to maintain REIT status and other legal requirements to which we are 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 our ability to fund operations and ongoing development; our ability to access or obtain sufficient sources of financing to fund our liquidity needs; our relatively limited history as an operating company; and the impact of the COVID-19 pandemic on the business of our tenants and our business, income, cash flow, results of operations, financial condition, liquidity, prospects, ability to service our debt obligations and our ability to pay dividends and other distributions to our shareholders. For additional discussion of these and other applicable risks, assumptions and uncertainties, see the “Risk Factors” and forward-looking statement disclosure contained in our filings with the Securities and Exchange Commission, including the risk factors relating to Sears Holdings and Holdco. While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially. We intend 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.
500 Fifth Avenue | New York, NY 10110 212-355-7800 | www.seritage.com