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Exhibit 99.1

 

Seritage Growth Properties Reports First Quarter 2017 Operating Results

New York, NY – May 4, 2017 – Seritage Growth Properties (NYSE: SRG) (the “Company”), a national owner of 266 properties totaling over 42 million square feet of gross leasable area (“GLA”), today reported financial and operating results for the quarter ended March 31, 2017.

Financial Results

For the quarter ended March 31, 2017:

Net loss attributable to common shareholders of $19.8 million, or $0.59 per diluted share

Total Net Operating Income (“Total NOI”) of $46.9 million

Funds from Operations (“FFO”) of $31.0 million, or $0.56 per diluted share

Company FFO of $27.0 million, or $0.48 per diluted share

Operating Highlights

During the quarter ended March 31, 2017, including the Company’s proportional share of its unconsolidated joint ventures (“JVs”):

Signed new leases totaling 535,000 square feet at an average of $16.41 PSF.  Since inception, new leasing activity totals 2.8 million square feet at an average of $18.13 PSF.

 

Achieved releasing spreads of 4.0x for space currently or formerly occupied by Sears Holdings Corporation (“Sears Holdings”), with new rents averaging $16.34 PSF compared to $4.06 PSF paid by Sears Holdings.  Since inception, releasing spreads have averaged 4.3x, with new rents at $18.13 PSF compared to $4.17 PSF paid by Sears Holdings.

 

Added $8.8 million of contractual third-party rental income.  Third-party income has increased approximately 110% since inception to $91.7 million, including all signed leases.

Increased annual base rent from tenants other than Sears Holdings to 39.7% of total annual base rent from 26.7% in the prior year period, including all signed leases and net of rent attributable to associated space to be recaptured.

Increased annualized Total NOI by 10.6% to $226.1 million from $204.4 million in the prior year period, including all signed leases and net of rent attributable to associated space to be recaptured.

Commenced five new redevelopment projects, bringing total redevelopment activity since inception to 53 projects completed or commenced representing a total estimated investment of over $520.0 million.

Subsequent to the quarter end, the Company submitted recapture notices for 100% of the space at seven properties, including Sears stores in Aventura, FL, La Jolla, CA (Westfield UTC), Dallas, TX (Valley View Center) and four additional Sears or Kmart stores.

“We continue to attract a diverse group of growing retailers to our redeveloped shopping centers, and have now leased almost three million square feet of space since our inception at average releasing spreads of 4.3 times”, said Benjamin Schall, President and Chief Executive Officer. “During the first quarter, we surpassed the $500 million mark for development activity, with 53 projects completed or commenced and a total projected spend of over $520 million.  We are also excited to announce that, post quarter end, we initiated the recapture of 100% of the space at Sears’ stores in Aventura, FL, Dallas, TX (Valley View Center) and La Jolla, CA (Westfield UTC).  Along with our previously announced recapture of the iconic Sears building in Santa Monica, CA, these four premier projects provide tremendous opportunities to create market leading retail and mixed use redevelopments that should unlock substantial value for our shareholders.”



Financial Results

For the quarter ended March 31, 2017:

Net loss attributable to Class A and Class C shareholders was $19.8 million, or $0.59 per diluted share, as compared to a net loss of $8.3 million, or $0.27 per diluted share, for the prior year period

Total NOI, which includes the Company’s proportional share of NOI from 31 properties owned through investments in its unconsolidated JVs, was $46.9 million as compared to $46.5 million for the prior year period.

FFO, as calculated in accordance with the National Association of Real Estate Investment Trusts (“NAREIT”) definition, was $31.0 million, or $0.56 per diluted share, as compared to $29.5 million, or $0.53 per diluted share, for the prior year period.

Company FFO was $27.0 million, or $0.48 per diluted share, as compared to $32.6 million, or $0.59 per diluted share, for the prior year period.  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 gain or loss on interest rate cap, litigation charges, acquisition-related expenses, amortization of deferred financing costs and certain up-front-hiring and personnel costs, that it does not believe are representative of ongoing operating results.  The Company previously referred to this metric as Normalized FFO; the definition and calculation remain the same.

Portfolio Summary

As of March 31, 2017, the Company’s portfolio included interests in 266 retail properties totaling over 42 million square feet of gross leasable area, including 235 wholly-owned properties and 31 properties owned through investments in unconsolidated JVs.  Approximately 50% of the portfolio consisted of properties attached to regional malls and approximately 50% consisted of shopping center or freestanding properties.

The portfolio was 94.9% leased and included 24 properties leased only to third-party tenants, 123 properties leased to Sears Holdings and one or more third-party tenants, and 109 properties leased only to Sears Holdings.  Of the properties leased to Sears Holdings, 167 operated under the Sears brand and 65 operated under the Kmart brand.

Subsequent to March 31, 2017, as previously disclosed by the Company, Sears Holdings vacated 17 Kmart and two Sears stores pursuant to termination notices previously submitted to the Company (see “Subsequent Events”).  Including the effect of the terminations, the portfolio would have been approximately 90.5% leased.

Development Update

Wholly-Owned Properties

During the three months ended March 31, 2017, the Company commenced five new projects representing an estimated total investment of approximately $58.5 million.  These five projects include partial recaptures of a Sears in Cockeysville, MD and a Kmart in Olean, NY, the 100% recapture of a Kmart in North Miami, FL and the redevelopment of two Kmarts previously terminated by Sears Holdings in Thornton, CO and Henderson, NV.  In total, including projects initiated prior to the Company’s formation, the Company has completed or commenced 53 projects representing an estimated total investment of approximately $521.2 million as of March 31, 2017.

The table below summarizes project commencements in the Company’s wholly-owned portfolio since inception:

 

(in thousands)

 

 

 

 

 

 

 

 

 

Estimated

 

 

Estimated

 

 

 

Number

 

 

Project

 

 

Development

 

 

Project

 

Quarter

 

of Projects

 

 

Square Feet

 

 

Costs (1)

 

 

Costs (1)

 

Acquired (2)

 

 

15

 

 

 

 

 

 

$

63,600

 

 

$

63,600

 

Q4 2015

 

 

5

 

 

 

352

 

 

 

51,500

 

 

 

64,200

 

Q1 2016

 

 

5

 

 

 

273

 

 

 

50,000

 

 

 

50,000

 

Q2 2016

 

 

5

 

 

 

383

 

 

 

58,000

 

 

 

58,300

 

Q3 3016

 

 

10

 

 

 

997

 

 

 

111,700

 

 

 

114,000

 

Q4 2016

 

 

8

 

 

 

681

 

 

 

106,000

 

 

 

112,600

 

Q1 2017

 

 

5

 

 

 

589

 

 

 

58,500

 

 

 

58,500

 

Total

 

 

53

 

 

 

3,275

 

 

$

499,300

 

 

$

521,200

 

 

 

(1)

Total estimated development costs exclude, and total estimated project costs include, termination fees to recapture 100% of certain properties.

 

(2)

Projects were in various stages of development when acquired by the Company in July 2015.


As of March 31, 2017, the Company had originated 38 wholly-owned projects since the Company’s inception.  These projects represent an estimated total investment of $457.6 million, of which $394.5 million remained to be spent, and are expected to generate an incremental yield on cost of 12.0-13.0%.

The table below provides additional information regarding the Company’s wholly-owned development activity from inception through March 31, 2017:

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Estimated

 

 

Estimated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Estimated

Estimated

 

Number

 

 

Project

 

 

Development

 

 

Project

 

 

Projected Annual Income (2)

 

 

Incremental

Project Costs (1)

 

of Projects

 

 

Square Feet

 

 

Costs (1)

 

 

Costs (1)

 

 

Total

 

 

Existing

 

 

Incremental

 

 

Yield (3)

< $10,000

 

 

17

 

 

 

1,073

 

 

$

83,700

 

 

$

83,700

 

 

$

16,100

 

 

$

5,100

 

 

$

11,100

 

 

 

$10,001 - $20,000

 

 

16

 

 

 

1,569

 

 

 

218,900

 

 

 

230,800

 

 

 

36,400

 

 

 

11,200

 

 

 

25,200

 

 

 

> $20,000

 

 

5

 

 

 

633

 

 

 

133,100

 

 

 

143,100

 

 

 

25,300

 

 

 

6,300

 

 

 

19,000

 

 

 

New Projects

 

 

38

 

 

 

3,275

 

 

$

435,700

 

 

$

457,600

 

 

$

77,800

 

 

$

22,600

 

 

$

55,300

 

 

12.0 - 13.0%

Acquired projects

 

 

15

 

 

 

 

 

 

 

63,600

 

 

 

63,600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

53

 

 

 

 

 

 

$

499,300

 

 

$

521,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Total estimated development costs exclude, and total estimated project costs include, termination fees to recapture 100% of certain properties.

(2)

Projected annual income includes assumptions on stabilized rents to be achieved for space under redevelopment.  There can be no assurance that stabilized rent targets will be achieved.

(3)

Projected incremental annual income divided by total estimated project costs.

The table below provides a brief description for each of the 38 new redevelopment projects originated since the Company’s inception:

 

Total Project Costs under $10 Million

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

Estimated

 

Estimated

 

 

 

 

 

 

 

 

 

 

 

 

Project

 

 

Construction

 

Substantial

Property

 

Description

 

Square Feet

 

 

Start

 

Completion

King of Prussia, PA

 

Repurpose former auto center space for Outback Steakhouse, Yard House and small shop retail

 

 

29,100

 

 

Substantially complete

Ft. Wayne, IN

 

Site densification; new outparcel for BJ's Brewhouse

 

 

7,600

 

 

Delivered to tenant

Merrillville, IN

 

Termination property; redevelop existing store for At Home

 

 

132,000

 

 

Delivered to tenant

San Antonio, TX

 

Recapture and repurpose auto center space for Orvis, Jared's Jeweler, Shake Shack and small shop retail

 

 

18,900

 

 

Delivered to tenants

Bowie, MD

 

Recapture and repurpose auto center space for BJ's Brewhouse

 

 

8,200

 

 

Delivered to tenant

Albany, NY

 

Recapture and repurpose auto center space for BJ's Brewhouse and additional restaurants

 

 

28,000

 

 

Underway

 

Q4 2017

Hagerstown, MD

 

Recapture and repurpose auto center space for BJ's Brewhouse and additional restaurants

 

 

15,400

 

 

Underway

 

Q4 2017

Roseville, MI

 

Partial recapture; redevelop existing store for At Home

 

 

100,400

 

 

Underway

 

Q4 2017

Troy, MI

 

Partial recapture; redevelop existing store for At Home

 

 

100,000

 

 

Underway

 

Q4 2017

Warwick, RI

 

Recapture and repurpose auto center space for BJ's Brewhouse and additional retail

 

 

27,900

 

 

Underway

 

Q4 2017

Elkhart, IN

 

Termination property; existing store has been released to Big R Stores

 

 

86,500

 

 

Underway

 

Q4 2017

Henderson, NV

 

Termination property; redevelop existing store for At Home, Seafood City and additional retail

 

 

144,400

 

 

Q2 2017

 

Q4 2017

Anderson, SC

 

Partial recapture; redevelop existing store for Burlington Stores

 

 

124,300

 

 

Q2 2017

 

Q4 2017

Rehoboth Beach, DE

 

Partial recapture; redevelop existing store for Christmas Tree Shops and That! and PetSmart

 

 

56,700

 

 

Q2 2017

 

Q1 2018

Kearney, NE

 

Termination property; redevelop existing store for Marshall's, PetSmart and additional junior anchors

 

 

92,500

 

 

Q2 2017

 

Q2 2018

Guaynabo, PR

 

Partial recapture; redevelop existing store for Planet Fitness and Capri

 

 

56,100

 

 

Q3 2017

 

Q2 2018

Olean, NY

 

Partial recapture; redevelop existing store for Marshall's and additional retail

 

 

45,000

 

 

Q3 2017

 

Q2 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Total Project Costs $10 - $20 Million

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

Estimated

 

Estimated

 

 

 

 

 

 

 

 

 

 

 

 

Project

 

 

Construction

 

Substantial

Property

 

Description

 

Square Feet

 

 

Start

 

Completion

Braintree, MA

 

100% recapture; redevelop existing store for Nordstrom Rack, Saks OFF 5th and additional retail

 

 

90,000

 

 

Substantially complete

Honolulu, HI

 

100% recapture; redevelop existing store for Longs Drugs (CVS), PetSmart and Ross Dress for Less

 

 

79,000

 

 

Delivered to tenants

Madison, WI

 

Partial recapture; redevelop existing store for Dave & Busters, Total Wine & More, additional retail and restaurants

 

 

75,300

 

 

Underway

 

Q4 2017

West Jordan, UT

 

Partial recapture; redevelop existing store and attached auto center for Burlington Stores and additional retail

 

 

81,400

 

 

Underway

 

Q4 2017

Fairfax, VA

 

Partial recapture; redevelop existing store and attached auto center for Dave & Busters, additional junior anchors and restaurants

 

 

110,300

 

 

Underway

 

Q1 2018

Charleston, SC

 

Partial recapture; redevelop existing store and detached auto center for Burlington Stores and additional retail

 

 

71,700

 

 

Q2 2017

 

Q1 2018

North Hollywood, CA

 

Partial recapture; redevelop existing store for Burlington Stores and additional junior anchors

 

 

79,800

 

 

Q2 2017

 

Q1 2018

Orlando, FL

 

100% recapture; demolish and construct new buildings for Floor & Décor, Orchard Supply Hardware, small shop retail and restaurants

 

 

139,200

 

 

Q2 2017

 

Q2 2018

Springfield, IL

 

Termination property; redevelop existing store for Burlington Stores, Binny's Beverage Depot, Outback Steakhouse, additional junior anchors and small shop retail

 

 

133,400

 

 

Q2 2017

 

Q2 2018

Santa Cruz, CA

 

Partial recapture; redevelop existing store for TJ Maxx, Homegoods and Petco

 

 

62,200

 

 

Q3 2017

 

Q1 2018

Saugus, MA

 

Partial recapture; redevelop existing store and detached auto center for Round 1 Entertainment and restaurants

 

 

99,000

 

 

Q3 2017

 

Q1 2018

Thornton, CO

 

Termination property; redevelop existing store for Vasa Fitness and additional junior anchors

 

 

191,600

 

 

Q3 2017

 

Q1 2018

Cockeysville, MD

 

Partial recapture; redevelop existing store for Homegoods, additional junior anchors and restaurants

 

 

83,500

 

 

Q3 2017

 

Q2 2018

North Miami, FL

 

100% recapture; redevelop existing store for Michael's, PetSmart and additional junior anchors

 

 

124,300

 

 

Q3 2017

 

Q2 2018

Carson, CA

 

Partial recapture; redevelop existing store for Burlington Stores and additional retail

 

 

77,000

 

 

Q3 2017

 

Q1 2019

Salem, NH

 

Site densification; new theatre for Cinemark

Recapture and repurpose auto center for restaurant space

 

 

71,200

 

 

Q4 2017

 

Q3 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Project Costs over $20 Million

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

Estimated

 

Estimated

 

 

 

 

 

 

 

 

 

 

 

 

Project

 

 

Construction

 

Substantial

Property

 

Description

 

Square Feet

 

 

Start

 

Completion

Memphis, TN

 

100% recapture; demolish and construct new buildings for LA Fitness, Nordstrom Rack, Ulta Beauty, additional junior anchors, small shop retail and restaurants

 

 

135,200

 

 

Underway

 

Q3 2017

Wayne, NJ

 

Partial recapture; redevelop existing store for Dave & Busters, additional junior anchors and restaurants

 

 

111,300

 

 

Underway

 

Q4 2017

West Hartford, CT

 

100% recapture; redevelop existing store and detached auto center for BuyBuy Baby, Cost Plus World Market, REI, Saks OFF Fifth, other junior anchors, Shake Shack and additional small shop retail

 

 

147,600

 

 

Underway

 

Q1 2018

St. Petersburg, FL

 

100% recapture; demolish and construct new buildings for Dick's Sporting Goods, Lucky's Market, PetSmart, Chili's Grill & Bar, Pollo Tropical, Longhorn Steakhouse and additional small shop retail and restaurants

 

 

142,400

 

 

Q2 2017

 

Q2 2018

Santa Monica, CA

 

100% recapture; redevelop existing building into premier, mixed-use asset featuring unique, small-shop retail and creative office space

 

 

96,500

 

 

Q4 2017

 

Q4 2019

JV Properties

During the quarter ended March 31, 2017, Primark opened at Staten Island Mall in a store owned by the Company’s unconsolidated JV with GGP Inc. (the “GGP JV”).

This opening represents the substantial completion of all projects that were under various stages of development when the unconsolidated JV portfolio was acquired by the Company in July 2015.  In 2016, Primark opened at Danbury Fair Mall and Freehold Raceway Mall in stores owned by the Company’s unconsolidated JV with The Macerich Company (the “Macerich JV”), and at Burlington Mall in a store owned by the Company’s unconsolidated JV with Simon Property Group, Inc. (the “Simon JV”).


As of March 31, 2017, the GGP JV has initiated redevelopment projects at four of its 12 properties and had announced plans to recapture space at five additional locations according to a specific schedule.

Leasing Update

During the quarter ended March 31, 2017, the Company signed new leases totaling 535,000 square feet at an average annual base rent of $16.41 PSF.  On a same-space basis, new rents averaged 4.0x prior rents for space currently or formerly occupied by Sears Holdings, increasing to $16.34 PSF for new tenants compared to $4.06 PSF paid by Sears Holdings across 530,000 square feet.

Since inception in July 2015, the Company has signed new leases totaling nearly 2.8 million square feet at an average annual base rent of $18.13 PSF.  On a same-space basis, new rents averaged 4.3x prior rents for space currently or formerly occupied by Sears Holdings, increasing to $18.13 PSF for new tenants compared to $4.17 PSF paid by Sears Holdings across over 2.5 million square feet.

The table below provides a summary of the Company’s leasing activity since inception, including unconsolidated JVs presented at the Company’s proportional share:

 

(in thousands except number of leases and PSF data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

Release of Sears Holdings Space

 

 

 

 

 

 

 

Leased

 

 

Annual

 

 

Annual

 

 

 

 

 

 

Leased

 

 

Annual

 

 

Annual

 

 

Releasing

 

Quarter

 

Leases

 

 

GLA

 

 

Rent

 

 

Rent PSF

 

 

Leases

 

 

GLA

 

 

Rent

 

 

Rent PSF

 

 

Spread

 

Q4 2015

 

 

9

 

 

 

154

 

 

$

4,650

 

 

$

30.28

 

 

 

6

 

 

 

130

 

 

$

3,820

 

 

$

29.41

 

 

 

4.4

x

Q1 2016

 

 

7

 

 

 

214

 

 

 

6,990

 

 

 

32.60

 

 

 

7

 

 

 

214

 

 

 

6,990

 

 

 

32.60

 

 

 

5.7

x

Q2 2016

 

 

15

 

 

 

422

 

 

 

7,240

 

 

 

17.15

 

 

 

13

 

 

 

363

 

 

 

6,440

 

 

 

17.75

 

 

 

4.7

x

Q3 3016

 

 

14

 

 

 

543

 

 

 

7,470

 

 

 

13.74

 

 

 

12

 

 

 

456

 

 

 

6,250

 

 

 

13.70

 

 

 

4.0

x

Q4 2016

 

 

29

 

 

 

891

 

 

 

14,900

 

 

 

16.72

 

 

 

27

 

 

 

849

 

 

 

13,930

 

 

 

16.41

 

 

 

4.1

x

Q1 2017

 

 

22

 

 

 

535

 

 

 

8,780

 

 

 

16.41

 

 

 

21

 

 

 

530

 

 

 

8,660

 

 

 

16.34

 

 

 

4.0

x

Total

 

 

96

 

 

 

2,759

 

 

$

50,030

 

 

$

18.13

 

 

 

86

 

 

 

2,542

 

 

$

46,090

 

 

$

18.13

 

 

 

4.3

x

During the quarter ended March 31, 2017, the Company added $8.8 million of new third-party income and increased annual base rent attributable to third-party tenants to 39.7% of total annual base rent from 26.7% as of March 31, 2016, including all signed leases and net of rent attributable to the associated space to be recaptured.

The table below provides a summary of all of the Company’s signed leases as of March 31, 2017, including unconsolidated JVs presented at the Company’s proportional share:

 

(in thousands except number of leases and PSF data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of

 

 

Leased

 

 

% of Total

 

 

Annual

 

 

% of Total

 

 

Annual

 

Tenant

 

Leases

 

 

GLA

 

 

Leased GLA

 

 

Rent

 

 

Annual Rent

 

 

Rent PSF

 

Sears Holdings (1)

 

 

232

 

 

 

31,371

 

 

 

83.9

%

 

$

139,447

 

 

 

60.3

%

 

$

4.45

 

In-Place Third-Party Leases

 

 

243

 

 

 

3,432

 

 

 

9.2

%

 

 

44,528

 

 

 

19.3

%

 

 

12.97

 

SNO Third-Party Leases

 

 

90

 

 

 

2,591

 

 

 

6.9

%

 

 

47,194

 

 

 

20.4

%

 

 

18.21

 

Sub-Total Third-Party Leases

 

 

333

 

 

 

6,023

 

 

 

16.1

%

 

 

91,722

 

 

 

39.7

%

 

 

15.23

 

Total

 

 

565

 

 

 

37,394

 

 

 

100.0

%

 

$

231,169

 

 

 

100.0

%

 

$

6.18

 

 

(1)

Leases reflects number of properties subject to the Master Lease and JV Master Leases.

Subsequent Events

Sears Holdings Terminations under the Master Lease

On April 3, 2017, pursuant to notices previously submitted to the Company and the terms of the Master Lease between subsidiaries of the Company and subsidiaries of Sears Holdings, Sears Holdings vacated 19 stores totaling 1.9 million square feet of gross leasable area.  The aggregate annual base rent at these stores was approximately $5.9 million, or 2.6% of the Company's total annual base rent as of March 31, 2017, including all signed leases.  In connection with the termination, Sears Holdings paid Seritage a termination fee of approximately $10.9 million, an amount equal to one year of the aggregate annual base rent and estimated operating expenses for the 19 properties.


Additional Recapture Activity

Subsequent to March 31, 2017, the Company completed the following recapture activity:

Initiated the 100% recapture of the Sears store and auto center in Aventura, FL

Initiated the 100% recapture of the Sears store and auto center at Valley View Center in Dallas, TX

Reached agreement to convert partial recapture rights to 100% recapture rights at the following stores and simultaneously exercised such 100% recapture rights:

 

Sears store and auto center at Westfield UTC in La Jolla, CA

 

Sears store at Southbay Pavilion in Carson, CA (partial recapture previously announced by the Company in Q4 2016)

 

Sears store and auto center at Northwoods Mall in Charlestown, SC (partial recapture previously announced by the Company in Q3 2016)

 

Freestanding Kmart store in Hialeah, FL

 

Freestanding Kmart store in Anderson, SC (partial recapture previously announced by the Company in Q3 2016)

Balance Sheet and Liquidity

As of March 31, 2017, the Company’s total market capitalization was $3.6 billion.  Total market capitalization is calculated as the sum of total debt and the market value of the Company's outstanding shares of common stock, assuming conversion of operating partnership units.

Total debt to total market capitalization was 33.1% and net debt to Adjusted EBITDA was 6.2x.  The Company deducts both unrestricted and restricted cash from total debt when calculating net debt.  Reconciliations of net loss attributable to common shareholders to EBITDA, and EBITDA to Adjusted EBITDA, are provided in the tables accompanying this press release.

As of March 31, 2017, the Company had $26.5 million of unrestricted cash and restricted cash of $113.9 million, the substantial majority of which is held in reserve accounts for redevelopment, re-leasing and operating expenses at the Company’s properties.  The Company also had approximately $73.0 million of investment capital available under its $100.0 million future funding facility and $100.0 million of borrowing capacity (which amount increased to $150.0 million on May 1, 2017) under the $200.0 million unsecured term loan facility it entered into in February 2017.

Unsecured Term Loan Facility

In February 2017, the Company entered into a $200.0 million senior unsecured delayed draw term loan facility (the “Unsecured Term Loan Facility”) with entities controlled by ESL Investments, Inc.  Edward S. Lampert, the Company’s Chairman, is the sole stockholder, chief executive officer and director of ESL Investments, Inc.  The Company expects to use the proceeds of the Unsecured Term Loan Facility to fund redevelopment projects and for general corporate purposes.

The total commitments under the Unsecured Term Loan Facility are $200.0 million, provided that the maximum draw amount through April 30, 2017 was $100.0 million, which amount increased to $150.0 million on May 1, 2017 and will increase to $200.0 million on September 1, 2017 so long as no cash flow sweep period (as defined in the Company’s existing mortgage loan facility on file with the Securities Exchange Commission) is then in effect and continuing as of such date.  Amounts drawn under the Unsecured Term Loan Facility and repaid may not be redrawn.  

The Unsecured Term Loan Facility will mature the earlier of (i) December 31, 2017 and (ii) the date on which the outstanding indebtedness under the Company’s existing mortgage and mezzanine facilities are repaid in full.  The Unsecured Term Loan Facility may be prepaid at any time in whole or in part, without any penalty or premium.

The terms of the Unsecured Term Loan Facility were approved by the Company’s Audit Committee and the Company’s Board of Trustees (with Mr. Edward S. Lampert recusing himself).

Dividends

On April 25, 2017, the Company’s Board of Trustees declared a second quarter common stock dividend of $0.25 per each Class A and Class C common share.  The dividend will be paid on July 13, 2017 to shareholders of record on June 30, 2017.  Holders of units in Seritage Growth Properties, L.P. (the “Operating Partnership”) are entitled to an equal distribution per each Operating Partnership unit held as of June 30, 2017.

On February 28, 2017, the Company’s Board of Trustees declared a first quarter common stock dividend of $0.25 per each Class A


and Class C common share.  The dividend was paid on April 13, 2017 to shareholders of record on March 31, 2017.  Holders of units in Operating Partnership were entitled to an equal distribution per each Operating Partnership unit held as of March 31, 2017.

Supplemental Report

A Supplemental Report will be available in the Investors section of the Company’s website, www.seritage.com.

Non-GAAP Financial Measures

The Company makes reference to NOI, Total NOI, EBITDA, Adjusted EBITDA, FFO and Company FFO which are financial measures that include adjustments to accounting principles generally accepted in the United States (“GAAP”).

None of Total NOI, EBITDA, Adjusted EBITDA, 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”), 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 Total NOI to be a helpful supplemental measure of its operating performance because it excludes from NOI non-recurring items such as termination fee income, as well as non-cash items such as straight-line rent and amortization of lease intangibles.

Annualized Total NOI is an estimate, as of the end of the reporting period, of the annual Total NOI to be generated by the Company’s portfolio including all signed leases and modifications to the Company’s master lease with Sears Holdings with respect to recaptured space.   We calculate Annualized Total NOI by adding or subtracting current period adjustments for leases that commenced or expired during the period to Total NOI (as defined) for the period and annualizing, and then adding estimated annual Total NOI attributable to SNO leases and subtracting estimated annual Total NOI attributable to Sears Holdings’ space to be recaptured.

Annualized Total NOI is a forward-looking non-GAAP measure for which the Company does not believe it can provide reconciling information to a corresponding forward-looking GAAP measure without unreasonable effort.

Earnings Before Interest Expense, Income Tax, Depreciation, and Amortization ("EBITDA") and Adjusted EBITDA

EBITDA is defined as net income less depreciation, amortization, interest expense and provision for income and other taxes.  EBITDA is a commonly used measure of performance in many industries, but may not be comparable to measures calculated by other companies.  The Company believes EBITDA provides useful information to investors regarding its results of operations because it removes the impact of the Company’s capital structure (primarily interest expense) and its asset base (primarily depreciation and amortization).  Management also believes the use of EBITDA facilitates comparisons between the Company and other equity REITs, retail property owners who are not REITs, and other capital-intensive companies.

The Company makes certain adjustments to EBITDA, which it refers to as Adjusted EBITDA, 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, and certain up-front-hiring and personnel costs, that it does not believe are representative of ongoing operating results.

Funds From Operations ("FFO") and Company FFO

FFO is calculated in accordance with the National Association of Real Estate Investment Trusts ("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 and personnel costs, that it does not believe are representative of ongoing operating results.  The Company previously referred to this metric as Normalized FFO; the definition and calculation remain the same.

Forward-Looking Statements

This document contains forward-looking statements, which are based on the current beliefs and expectations of management and are subject to significant risks, assumptions and uncertainties that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.  Factors that could cause or contribute to such differences include, but are not limited to:  competition in the real estate and retail industries; our substantial dependence on Sears Holdings; Sears Holdings’ termination and other rights under its master lease with us; 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; and our limited operating history.  For additional discussion of these and other applicable risks, assumptions and uncertainties, see the “Risk Factors” and forward-looking statement disclosure contained in filings with the Securities and Exchange Commission.  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 retail REIT with 235 wholly-owned properties and 31 JV properties totaling over 42 million square feet of space across 49 states and Puerto Rico.  Pursuant to a master lease, 201 of the Company’s wholly-owned properties are leased to Sears Holdings and are operated under either the Sears or Kmart brand.  The master lease provides the Company with the right to recapture certain space from Sears Holdings at each property for retenanting or redevelopment purposes.  At several properties, third-party tenants under direct leases occupy a portion of leasable space alongside Sears and Kmart, and 24 properties are leased only to third parties.  The Company also owns 50% interests in 31 properties through JV investments with General Growth Properties, Inc., Simon Property Group, Inc., and The Macerich Company.  A substantial majority of the space at the Company’s JV properties is also leased to Sears Holdings under master lease agreements that provide for similar recapture rights as the master lease governing the Company’s wholly-owned properties.

Contact

Seritage Growth Properties

646-277-1268

IR@Seritage.com


Seritage Growth Properties

Consolidated Balance SheetS

(In thousands, except share and per share amounts)

(Unaudited)

 

 

 

March 31, 2017

 

 

December 31, 2016

 

ASSETS

 

 

 

 

 

 

 

 

Investment in real estate

 

 

 

 

 

 

 

 

Land

 

$

840,021

 

 

$

840,021

 

Buildings and improvements

 

 

841,931

 

 

 

839,663

 

Accumulated depreciation

 

 

(104,502

)

 

 

(89,940

)

 

 

 

1,577,450

 

 

 

1,589,744

 

Construction in progress

 

 

75,318

 

 

 

55,208

 

Net investment in real estate

 

 

1,652,768

 

 

 

1,644,952

 

Investment in unconsolidated joint ventures

 

 

428,343

 

 

 

425,020

 

Cash and cash equivalents

 

 

26,542

 

 

 

52,026

 

Restricted cash

 

 

113,875

 

 

 

87,616

 

Tenant and other receivables, net

 

 

24,287

 

 

 

23,172

 

Lease intangible assets, net

 

 

420,253

 

 

 

464,399

 

Prepaid expenses, deferred expenses and other assets, net

 

 

14,977

 

 

 

15,052

 

Total assets

 

$

2,681,045

 

 

$

2,712,237

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Mortgage loans payable, net

 

$

1,174,018

 

 

$

1,166,871

 

Accounts payable, accrued expenses and other liabilities

 

 

129,139

 

 

 

121,055

 

Total liabilities

 

 

1,303,157

 

 

 

1,287,926

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' Equity

 

 

 

 

 

 

 

 

Class A shares $0.01 par value; 100,000,000 shares authorized;

   28,090,710 and 25,843,251 shares issued and outstanding as of

   March 31, 2017 and December 31, 2016, respectively

 

 

281

 

 

 

258

 

Class B shares $0.01 par value; 5,000,000 shares authorized;

   1,439,967 and 1,589,020 shares issued and outstanding as of

   March 31, 2017 and December 31, 2016, respectively

 

 

14

 

 

 

16

 

Class C shares $0.01 par value; 50,000,000 shares authorized;

   5,778,885 and 5,754,685 shares issued and outstanding as of

   March 31, 2017 and December 31, 2016, respectively

 

 

58

 

 

 

58

 

Additional paid-in capital

 

 

993,014

 

 

 

925,563

 

Accumulated deficit

 

 

(149,668

)

 

 

(121,338

)

Total shareholders' equity

 

 

843,699

 

 

 

804,557

 

Non-controlling interests

 

 

534,189

 

 

 

619,754

 

Total equity

 

 

1,377,888

 

 

 

1,424,311

 

Total liabilities and equity

 

$

2,681,045

 

 

$

2,712,237

 

 


Seritage Growth Properties

Consolidated Statements of OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31, 2017

 

 

March 31, 2016

 

REVENUE

 

 

 

 

 

 

 

 

Rental income

 

$

49,174

 

 

$

45,226

 

Tenant reimbursements

 

 

16,224

 

 

 

17,778

 

Total revenue

 

 

65,398

 

 

 

63,004

 

EXPENSES

 

 

 

 

 

 

 

 

Property operating

 

 

4,742

 

 

 

7,118

 

Real estate taxes

 

 

12,422

 

 

 

11,469

 

Depreciation and amortization

 

 

58,663

 

 

 

39,509

 

General and administrative

 

 

6,274

 

 

 

4,439

 

Provision for doubtful accounts

 

 

39

 

 

 

 

Acquisition-related expenses

 

 

 

 

 

73

 

Total expenses

 

 

82,140

 

 

 

62,608

 

Operating loss

 

 

(16,742

)

 

 

396

 

Equity in income of unconsolidated joint ventures

 

 

1,002

 

 

 

2,086

 

Interest and other income

 

 

78

 

 

 

60

 

Interest expense

 

 

(16,592

)

 

 

(15,730

)

Unrealized loss on interest rate cap

 

 

(471

)

 

 

(1,371

)

Loss before income taxes

 

 

(32,725

)

 

 

(14,559

)

Provision for income taxes

 

 

(119

)

 

 

(155

)

Net loss

 

 

(32,844

)

 

 

(14,714

)

Net loss attributable to non-controlling interests

 

 

13,006

 

 

 

6,379

 

Net loss attributable to common shareholders

 

$

(19,838

)

 

$

(8,335

)

 

 

 

 

 

 

 

 

 

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

   and diluted

 

$

(0.59

)

 

$

(0.27

)

 

 

 

 

 

 

 

 

 

Weighted average Class A and Class C common shares outstanding - Basic and diluted

 

 

33,510

 

 

 

31,391

 

 


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

 

 

 

Three Months Ended

 

NOI

 

March 31, 2017

 

 

March 31, 2016

 

Net loss

 

$

(32,844

)

 

$

(14,714

)

Termination fee income

 

 

(6,136

)

 

 

 

Depreciation and amortization

 

 

58,663

 

 

 

39,509

 

General and administrative

 

 

6,274

 

 

 

4,439

 

Acquisition-related expenses

 

 

 

 

 

73

 

Equity in income of unconsolidated joint ventures

 

 

(1,002

)

 

 

(2,086

)

Interest and other income

 

 

(78

)

 

 

(60

)

Interest expense

 

 

16,592

 

 

 

15,730

 

Unrealized loss on interest rate cap

 

 

471

 

 

 

1,371

 

Provision for income taxes

 

 

119

 

 

 

155

 

NOI

 

$

42,059

 

 

$

44,417

 

 

 

 

 

 

 

 

 

 

Total NOI

 

 

 

 

 

 

 

 

NOI

 

 

42,059

 

 

 

44,417

 

NOI of unconsolidated joint ventures

 

 

6,511

 

 

 

7,067

 

Straight-line rent adjustment (1)

 

 

(1,449

)

 

 

(4,671

)

Above/below market rental income/expense (1)

 

 

(231

)

 

 

(300

)

Total NOI

 

$

46,890

 

 

$

46,513

 

 

(1)

Includes adjustments for unconsolidated joint ventures.

 

Computation of Annualized Total NOI (in thousands)

 

 

As of

 

 

As of

 

Annualized Total NOI

 

March 31, 2017

 

 

March 31, 2016

 

Total NOI (per above)

 

$

46,890

 

 

$

46,513

 

Current period adjustments (1)

 

 

(432

)

 

 

948

 

Adjusted Total NOI

 

 

46,458

 

 

 

47,461

 

Annualize

 

 

x 4

 

 

 

x 4

 

Adjusted Total NOI annualized

 

 

185,832

 

 

 

189,844

 

Plus: estimated annual Total NOI - SNO leases

 

 

45,769

 

 

 

15,861

 

Less: estimated annual Total NOI - recaptured Sears space

 

 

(5,486

)

 

 

(1,348

)

Annualized Total NOI

 

$

226,115

 

 

$

204,357

 

 

(1)

Includes adjustments primarily to account for leases not in place for the full period.

 


Reconciliation of Net Loss to EBITDA and Adjusted EBITDA (in thousands)

 

 

 

Three Months Ended

 

EBITDA

 

March 31, 2017

 

 

March 31, 2016

 

Net loss

 

$

(32,844

)

 

$

(14,714

)

Depreciation and amortization

 

 

58,663

 

 

 

39,509

 

Depreciation and amortization (unconsolidated

   joint ventures)

 

 

5,486

 

 

 

4,870

 

Interest expense

 

 

16,592

 

 

 

15,730

 

Provision for income and other taxes

 

 

119

 

 

 

155

 

EBITDA

 

$

48,016

 

 

$

45,550

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

 

 

EBITDA

 

$

48,016

 

 

$

45,550

 

Termination fee income

 

 

(6,136

)

 

 

 

Unrealized loss on interest rate cap

 

 

471

 

 

 

1,371

 

Acquisition-related expenses

 

 

 

 

 

73

 

Up-front hiring and personnel costs

 

 

 

 

 

260

 

Adjusted EBITDA

 

$

42,351

 

 

$

47,254

 

 

Reconciliation of Net Loss to FFO and Company FFO (in thousands)

 

 

 

Three Months Ended

 

Funds from Operations

 

March 31, 2017

 

 

March 31, 2016

 

Net loss

 

$

(32,844

)

 

$

(14,714

)

Real estate depreciation and amortization

   (consolidated properties)

 

 

58,404

 

 

 

39,385

 

Real estate depreciation and amortization

   (unconsolidated joint ventures)

 

 

5,486

 

 

 

4,870

 

FFO attributable to common shareholders

   and unitholders

 

$

31,046

 

 

$

29,541

 

 

 

 

 

 

 

 

 

 

FFO per diluted common share and unit

 

$

0.56

 

 

$

0.53

 

 

 

 

 

 

 

 

 

 

Company Funds from Operations

 

 

 

 

 

 

 

 

Funds from Operations attributable to Seritage

   Growth Properties

 

$

31,046

 

 

$

29,541

 

Termination fee income

 

 

(6,136

)

 

 

 

Unrealized loss on interest rate cap

 

 

471

 

 

 

1,371

 

Amortization of deferred financing costs

 

 

1,582

 

 

 

1,340

 

Acquisition-related expenses

 

 

 

 

 

73

 

Up-front hiring and personnel costs

 

 

 

 

 

260

 

Company FFO attributable to common

   shareholders and unitholders

 

$

26,963

 

 

$

32,585

 

 

 

 

 

 

 

 

 

 

Company FFO per diluted common share and unit

 

$

0.48

 

 

$

0.59

 

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares and Units Outstanding

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

33,510

 

 

 

31,391

 

Weighted average OP units outstanding

 

 

22,086

 

 

 

24,176

 

Weighted average common shares and

   units outstanding

 

 

55,596

 

 

 

55,567