US Market News
3週前
Seritage Growth Properties Reports First Quarter 2026 Operating ResultsMay 15, 2026 6:05 AM
Business Wire Seritage Growth Properties (NYSE: SRG) (the “Company”), a national owner and developer of retail, residential and mixed-use properties today reported financial and operating results for the three months ended March 31, 2026. "We continue to advance discussions to refinance our remaining $50 million of corporate debt that matures at the end of July. We are furthering our exploration of the possibility of a strategic transaction while we simultaneously continue our efforts to monetize our remaining assets pursuant to our plan of sale,” said Adam Metz, CEO & President. Q1 Sale Highlights: Received a distribution of $5.7 million from an unconsolidated entity as a result of the sale of a portion of the underlying property. Subsequent to March 31, 2026, generated $11.0 million in gross proceeds from the sale of one vacant/non-income producing asset. Financial Highlights: For the three months ended March 31, 2026: As of March 31, 2026, the Company had cash on hand of $58.8 million, including $14.3 million of restricted cash. As of May 14, 2026, the Company has cash on hand of $63.2 million, including $14.4 million of restricted cash. The Company invested $0.1 million in its consolidated properties and invested $2.4 million in its unconsolidated properties. The Company received distributions of $7.4 million from its unconsolidated properties. The Company recognized impairment charges of $15.2 million on one of its consolidated properties. The Company recorded an other-than-temporary impairment loss of $5.2 million on one of its unconsolidated entities. Net loss attributable to common shareholders of ($31.3) million, or ($0.56) per share. Portfolio The table below represents a summary of the Company’s properties as of March 31, 2026 (in thousands except number of leases and acreage data): Planned Usage Total Built SF / Acreage (1) Leased SF (1)(2) % Leased Avg. Acreage / Site Consolidated Multi-Tenant Retail 1 209 sf / 14 acres 175 83.6% 14.1 Residential (3) 2 33 sf / 19 acres 12 36.7% 9.5 Premier 2 8 sf / 38 acres 8 100.0% 18.6 Unconsolidated Other Joint Ventures 2 93 sf / 28 acres 5 5.1% 14.2 Premier 3 158 sf / 55 acres 106 67.4% 18.2 (1) Square footage and acreage are presented at the Company’s proportional share. (2) Based on signed leases at March 31, 2026. (3) Square footage represents built ancillary retail space whereas acreage represents both retail and residential acreage. Retail and residential are counted separately. Financial Summary The table below provides a summary of the Company’s financial results for the three months ended March 31, 2026: Three Months Ended March 31, 2026 March 31, 2025 Net loss attributable to Seritage common shareholders $ (31,543 ) $ (23,427 ) Net loss per share attributable to Seritage common shareholders (0.56 ) (0.42 ) As of March 31, 2026, the Company had cash on hand of $58.8 million, including $14.3 million of restricted cash. Subsequent to the three months ended March 31, 2026, the Company sold one of its consolidated properties for aggregate gross proceeds of $11.0 million. The Company does not currently have any assets under contract with closings that are deemed probable. Our existing cash on hand will not allow the Company to fund its operating and other expenses, including general and administrative expenses and debt service (collectively, “Obligations”) because the term loan facility, which matures on July 31, 2026, is presently a current Obligation. This uncertainty raises substantial doubt about the Company’s ability to continue as a going concern. For more information on our liquidity position, including our going concern analysis, please see the notes to the consolidated financial statements included in Part I, Item 1 and in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each in our Quarterly Report on Form 10-Q. Litigation Matters On July 1, 2024, a purported shareholder of the Company filed a class action lawsuit in the U.S. District Court for the Southern District of New York, captioned Zhengxu He, Trustee of the He & Fang 2005 Revocable Living Trust v. Seritage Growth Properties, Case No. 1:24:CV:05007, alleging that the Company, the Company’s Chief Executive Officer, and the Company’s Chief Financial Officer violated the federal securities laws (the “Securities Action”). The complaint seeks to bring a class action on behalf of all persons and entities that purchased or otherwise acquired Company securities between July 7, 2022 and May 10, 2024. The complaint alleges that the defendants violated federal securities laws by issuing false, misleading, and/or omissive disclosures concerning the Company’s alleged lack of effective internal controls regarding the identification and review of impairment indicators for investments in real estate and the Company’s value and projected gross proceeds of certain real estate assets. The complaint seeks compensatory damages in an unspecified amount to be proven at trial, an award of reasonable costs and expenses to the plaintiff and class counsel, and such other and further relief as the court may deem just and proper. On or around January 15, 2025, another purported shareholder of the Company filed a derivative lawsuit in the U.S. District Court for the District of Maryland, captioned Paul Sidhu v. Seritage Growth Properties, Case No. 1:25-cv-00152 (the “Sidhu Derivative Action”). On or around January 20, 2025, another purported shareholder of the Company filed a derivative lawsuit in the U.S. District Court for the District of Maryland, captioned James Wallen v. Seritage Growth Properties, Case No. 1:25-cv-00190 (the “Wallen Derivative Action”). On or around May 8, 2025, another purported shareholder of the Company filed a derivative lawsuit in the U.S. District Court for the Southern District of New York, captioned Derrick Cheroti v. Seritage Growth Properties, Case No. 1:25-vc-00152 (the “Cheroti Derivative Action”). The derivative actions allege the same or similar claimed acts and omissions underlying the Securities Action, assert breach of fiduciary duty and other claims against the Company’s Chief Executive Officer, the Company’s Chief Financial Officer, and current and former members of the Company’s Board of Trustees, and name the Company as a nominal defendant. The complaint in each of the derivative actions seeks compensatory damages in an unspecified amount to be proven at trial, an order directing the Company and the individual defendants to reform and improve the Company’s corporate governance and internal procedures, restitution from the individual defendants, an award of costs and expenses to the plaintiff and reasonable attorneys’ and experts’ fees, costs, and expenses, and such other and further relief as the court may deem just and proper. The complaint in the Cheroti Derivative Action also seeks an award of punitive damages, an order directing the individual defendants to account for all damages caused by them and all profits and special benefits and unjust enrichment obtained, and the imposition of a constructive trust. On September 2, 2025, the court in the Cheroti Derivative Action stayed the Cheroti Derivative Action until resolution of the anticipated motion to dismiss in the Securities Action. On November 5, 2025, the court in the District of Maryland proceedings consolidated the Sidhu Derivative Action and the Wallen Derivative Action (the “Consolidated Derivative Action”) and appointed lead counsel. On November 12, 2025, the court in the Consolidated Derivative Action stayed the Consolidated Derivative Action until resolution of the anticipated motion to dismiss in the Securities Action. The Company intends to vigorously defend itself against the allegations in these lawsuits. Dividends The Company's Board of Trustees has declared the following dividends on the preferred shares during 2026: Series A Declaration Date Record Date Payment Date Preferred Share 2026 April 20 June 30 July 15 $ 0.43750 February 25 March 31 April 15 0.43750 Strategic Review At the 2022 Annual Meeting of Shareholders on October 24, 2022, Seritage shareholders approved the Company’s Plan of Sale. The strategic review process remains ongoing as the Company executes the Plan of Sale, and the Company remains open-minded to pursuing value-maximizing alternatives, including a potential sale of the Company. There can be no assurance regarding the success of the process. Market Update The Company continues to face challenging market conditions, such as elevated interest rates and the availability of debt and equity capital, and it continues to assess other potential macroeconomic impacts including supply chain issues, international conflicts associated with tariffs, potential labor issues, and uncertainty caused by wars and the impacts thereof. While interest rates have started to decline, they remain high relative to interest rates in 2022. Additionally, raising equity capital for land development deals remains challenging. These conditions could apply downward pricing pressures on our remaining assets. In making decisions regarding whether and when to transact on each of the Company’s remaining assets, the Company considers various factors including, but not limited to, the breadth of the buyer universe, macroeconomic conditions including the availability and cost of financing, as well as corporate, operating and other capital expenses required to carry the asset. If these challenging market conditions persist, then we expect that they will continue to adversely impact the Plan of Sale proceeds from our assets and the amounts and timing of distributions to shareholders. Forward-Looking Statements This document contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “should,” “expects,” “intends,” “plans,” “pro forma,” “believes,” “estimates,” “predicts,” “potential,” "will," "approximately," or "anticipates" or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, which may cause actual results to differ significantly from those expressed in any forward-looking statement. Factors that could cause or contribute to such differences include, but are not limited to: declines in retail, real estate and general economic conditions; risks relating to redevelopment activities and disposition of properties; the process and results of the Company’s review of strategic alternatives and our Plan of Sale; to contingencies to the commencement of rent under leases; the terms of the Company’s indebtedness and other legal requirements to which the Company is subject; competition and related challenges in the real estate and retail industries and the ability of the Company’s top tenants to successfully operate their businesses; failure to achieve expected occupancy and/or rent levels within the projected time frame or at all; the impact of ongoing negative operating cash flow on the Company’s ability to fund operations and ongoing development; the Company’s ability to access or obtain sufficient sources of financing to fund the Company’s liquidity needs; environmental, health, safety and land use laws and regulations; and possible acts of war, terrorist activity or other acts of violence or cybersecurity incidents. For additional discussion of these and other applicable risks, assumptions and uncertainties, see the “Risk Factors” and forward-looking statement disclosure contained in the Company’s filings with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K for the year ended December 31, 2025 and any subsequent Form 10-Qs. While the Company believes that its forecasts and assumptions are reasonable, the Company cautions that actual results may differ materially. The Company intends the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law. About Seritage Growth Properties Prior to the adoption of the Company’s Plan of Sale, Seritage was principally engaged in the ownership, development, redevelopment, management, sale and leasing of diversified retail and mixed-use properties throughout the United States. As of March 31, 2026, the Company’s portfolio consisted of interests in 10 properties comprised of approximately 0.8 million square feet of gross leasable area (“GLA”) or build-to-suit leased area and 154 acres of land. The portfolio encompasses five consolidated properties consisting of approximately 0.3 million square feet of GLA and 71 acres (such properties, the “Consolidated Properties”) and five unconsolidated entities consisting of approximately 0.5 million square feet of GLA and 83 acres (such properties, the “Unconsolidated Properties”). SERITAGE GROWTH PROPERTIES CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) (Unaudited) March 31, 2026 December 31, 2025 ASSETS Investment in real estate Land $ 20,808 $ 25,406 Buildings and improvements 124,538 134,946 Accumulated depreciation (15,278 ) (14,908 ) 130,068 145,444 Construction in progress 629 629 Net investment in real estate 130,697 146,073 Real estate held for sale 8,953 8,692 Investment in unconsolidated entities 144,102 156,242 Cash and cash equivalents 44,499 48,088 Restricted cash 14,315 14,197 Tenant and other receivables, net 3,750 3,665 Lease intangible assets, net 168 171 Prepaid expenses, deferred expenses and other assets, net 14,682 16,651 Total assets (1) $ 361,166 $ 393,779 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Term loan facility, net $ 48,663 $ 47,677 Accounts payable, accrued expenses and other liabilities 11,192 13,302 Total liabilities (1) 59,855 60,979 Commitments and Contingencies (Note 9) Shareholders' Equity Class A common shares $0.01 par value; 100,000,000 shares authorized; 56,324,607 shares issued and outstanding as of March 31, 2026 and December 31, 2025 562 562 Series A preferred shares $0.01 par value; 10,000,000 shares authorized; 2,800,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025; liquidation preference of $70,000 28 28 Additional paid-in capital 1,362,719 1,362,719 Accumulated deficit (1,063,436 ) (1,031,893 ) Total shareholders' equity 299,873 331,416 Non-controlling interests 1,438 1,384 Total equity 301,311 332,800 Total liabilities and equity $ 361,166 $ 393,779 (1) The Company's condensed consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The condensed consolidated balance sheets, as of March 31, 2026, include the following amounts related to our consolidated VIEs: $9.0 million included in real estate held for sale, $60.7 thousand of cash and $9.5 thousand of tenant and other receivables and $116.7 thousand of accounts payable, accrued expenses and other liabilities. The consolidated balance sheets, as of December 31, 2025, include the following amounts related to our consolidated VIEs: $8.7 million included in real estate held for sale, $9.9 thousand of cash, $9.5 thousand of tenant and other receivables and $74.5 thousand of accounts payable, accrued expenses and other liabilities. SERITAGE GROWTH PROPERTIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited) For the Three Months
Ended March 31, 2026 2025 REVENUE Rental income $ 1,909 $ 4,457 Management and other fee income 141 142 Total revenue 2,050 4,599 EXPENSES Property operating 1,461 2,908 Real estate taxes 333 953 Depreciation and amortization 400 2,075 General and administrative 5,292 15,693 Total expenses 7,486 21,629 Gain on sale of real estate, net - 6,936 Impairment of real estate assets (15,183 ) - Equity in loss of unconsolidated entities (7,167 ) (7,928 ) Interest and other income (expense), net 371 860 Interest expense (2,903 ) (5,230 ) Loss before income taxes (30,318 ) (22,392 ) Benefit from income taxes - 190 Net loss (30,318 ) (22,202 ) Preferred dividends (1,225 ) (1,225 ) Net loss attributable to Seritage common shareholders $ (31,543 ) $ (23,427 ) Net loss per share attributable to Seritage Class A common shareholders - Basic $ (0.56 ) $ (0.42 ) Net loss per share attributable to Seritage Class A common shareholders - Diluted $ (0.56 ) $ (0.42 ) Weighted-average Class A common shares outstanding - Basic 56,324 56,283 Weighted-average Class A common shares outstanding - Diluted 56,324 56,283 Properties sold during the three months ended March 31, 2026: Total 2026 Qtr City State Full / Partial Sale Built SF (1) Sold Alexandria VA Partial Site - Q1 View source version on businesswire.com: https://www.businesswire.com/news/home/20260513397854/en/ Seritage Growth Properties
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IR@Seritage.com Original: Seritage Growth Properties Reports First Quarter 2026 Operating Results
US Market News
2月前
Seritage Growth Properties Reports Fourth Quarter and Full Year 2025 Operating ResultsMarch 31, 2026 4:43 PM
Business Wire
Seritage Growth Properties (NYSE: SRG) (the “Company”), a national owner and developer of retail, residential and mixed-use properties today reported financial and operating results for the three months and year ended December 31, 2025.
"In 2025, we continued to execute our plan of sale. We generated total gross proceeds of $230.7 million and repaid $190.0 million of debt, leaving a balance of $50.0 million on our term loan facility. As we look ahead in 2026, the team is focused on continuing to execute on the monetization of our remaining assets, many of which are currently in the market. In addition, we are pursuing several different financing alternatives to address our upcoming term loan facility maturity and we are also continuing to explore the possibility of a strategic transaction now that we have a simplified portfolio,” said Adam Metz, CEO & President.
Q4 Sale Highlights:
Generated $10.5 million of gross proceeds from the sale of one vacant/non-income producing asset eliminating $0.1 million of carrying costs.
Generated $28.5 million of gross proceeds from the sale of one income producing asset reflecting a 7.4% capitalization rate.
Generated $131.0 million of gross proceeds from the sale of one non-stabilized premier income producing property.
Subsequent to December 31, 2025, the Company received a distribution of $5.7 million from an unconsolidated entity as a result of the sale of a portion of the underlying property.
As of March 31, 2026, the Company has one asset under contract to sell for anticipated gross proceeds of $11.0 million before applicable credits and costs, subject to customary due diligence and customary closing conditions.
Financial Highlights:
For the three and twelve months ended December 31, 2025:
As of December 31, 2025, the Company had cash on hand of $62.3 million, including $14.2 million of restricted cash. As of March 31, 2026, the Company has cash on hand of $59.1 million, including $14.3 million of restricted cash.
During the three and twelve months ended December 31, 2025, the Company invested $4.5 million and $26.3 million, respectively, in its consolidated properties primarily related to tenant leasing costs and invested $0.1 million and $0.5 million, respectively, in its unconsolidated properties.
During the three and twelve months ended December 31, 2025, the Company received distributions of $1.7 million and $11.3 million, respectively, from its unconsolidated properties.
During the three months ended December 31, 2025, the Company made $150.0 million in principal repayments on the Company's term loan facility. For the year, the Company made $190.0 million in principal repayments on its term loan facility, reducing the outstanding principal balance to $50.0 million at December 31, 2025.
The Company recognized impairment charges of $18.8 million on its consolidated properties for the twelve months ended December 31, 2025.
During the three months ended December 31, 2025, the Company recorded its proportional share of an impairment charge, adjusted to reflect the impact of basis differences, of $7.1 million from one of its unconsolidated entities. During the twelve months ended December 31, 2025, the Company recorded an other-than-temporary impairment of $8.5 million on one of its unconsolidated entities.
Net loss attributable to common shareholders of ($6.3) million, or ($0.11) per share and ($73.1) million, or ($1.30) per share for the three and twelve months ended December 31, 2025, respectively.
Portfolio
The table below represents a summary of the Company’s properties as of December 31, 2025 (in thousands except number of leases and acreage data):
Total
Built SF / Acreage (1)
Leased SF (2) (3)
% Leased
Avg. Acreage / Site
Consolidated
Multi-Tenant Retail
1
209 sf / 14 acres
175
83.6
%
14.1
Residential (3)
2
33 sf / 19 acres
12
36.7
%
9.5
Premier
2
8 sf / 38 acres
8
100.0
%
18.6
Unconsolidated
Other Entities
2
93 sf / 28 acres
5
5.1
%
14.2
Premier
3
158 sf / 57 acres
105
98.9
%
19.0
(1) Square footage and acreage are presented at the Company’s proportional share.
(2) Based on signed leases at December 31, 2025.
(3) Square footage represents built ancillary retail space whereas acreage represents both retail and residential acreage. Retail and residential are counted separately.
Financial Summary
The table below provides a summary of the Company’s financial results for the three months and year ended December 31, 2025:
(in thousands except per share amounts)
Three Months Ended
Year Ended
December 31, 2025
December 31, 2024
December 31, 2025
December 31, 2024
Net loss attributable to Seritage
common shareholders
$
(6,310
)
$
(12,576
)
$
(73,115
)
$
(158,436
)
Net loss per share attributable to Seritage
common shareholders
(0.11
)
(0.22
)
(1.30
)
(2.82
)
As of December 31, 2025, the Company had cash on hand of $62.3 million, including $14.2 million of restricted cash. Subsequent to the year ended December 31, 2025, the Company sold an interest in an unconsolidated property and received a distribution of $5.7 million. As of March 30, 2026 there is one consolidated property under contract to sell for aggregate gross proceeds of $11.0 million. The anticipated proceeds from the sales of assets under contract with closings that are deemed probable and existing cash on hand will not allow the Company to fund its operating and other expenses, including general and administrative expenses and debt service (collectively, “Obligations”) because the term loan facility, which matures on July 31, 2026, is presently a current Obligation. This uncertainty raises substantial doubt about the Company’s ability to continue as a going concern. For more information on our liquidity position, including our going concern analysis, please see the notes to the consolidated financial statements included in Part II, Item 7 and in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each in our Annual Report on Form 10-K.
Litigation Matters
On July 1, 2024, a purported shareholder of the Company filed a class action lawsuit in the U.S. District Court for the Southern District of New York, captioned Zhengxu He, Trustee of the He & Fang 2005 Revocable Living Trust v. Seritage Growth Properties, Case No. 1:24:CV:05007, alleging that the Company, the Company’s Chief Executive Officer, and the Company’s Chief Financial Officer violated the federal securities laws (the “Securities Action”). The complaint seeks to bring a class action on behalf of all persons and entities that purchased or otherwise acquired Company securities between July 7, 2022 and May 10, 2024. The complaint alleges that the defendants violated federal securities laws by issuing false, misleading, and/or omissive disclosures concerning the Company’s alleged lack of effective internal controls regarding the identification and review of impairment indicators for investments in real estate and the Company’s value and projected gross proceeds of certain real estate assets. The complaint seeks compensatory damages in an unspecified amount to be proven at trial, an award of reasonable costs and expenses to the plaintiff and class counsel, and such other and further relief as the court may deem just and proper. On or around January 15, 2025, another purported shareholder of the Company filed a derivative lawsuit in the U.S. District Court for the District of Maryland, captioned Paul Sidhu v. Seritage Growth Properties, Case No. 1:25-cv-00152 (the “Sidhu Derivative Action”). On or around January 20, 2025, another purported shareholder of the Company filed a derivative lawsuit in the U.S. District Court for the District of Maryland, captioned James Wallen v. Seritage Growth Properties, Case No. 1:25-cv-00190 (the “Wallen Derivative Action”). On or around May 8, 2025, another purported shareholder of the Company filed a derivative lawsuit in the U.S. District Court for the Southern District of New York, captioned Derrick Cheroti v. Seritage Growth Properties, Case No. 1:25-vc-00152 (the “Cheroti Derivative Action”). The derivative actions allege the same or similar claimed acts and omissions underlying the Securities Action, assert breach of fiduciary duty and other claims against the Company’s Chief Executive Officer, the Company’s Chief Financial Officer, and current and former members of the Company’s Board of Trustees, and name the Company as a nominal defendant. The complaint in each of the derivative actions seeks compensatory damages in an unspecified amount to be proven at trial, an order directing the Company and the individual defendants to reform and improve the Company’s corporate governance and internal procedures, restitution from the individual defendants, an award of costs and expenses to the plaintiff and reasonable attorneys’ and experts’ fees, costs, and expenses, and such other and further relief as the court may deem just and proper. The complaint in the Cheroti Derivative Action also seeks an award of punitive damages, an order directing the individual defendants to account for all damages caused by them and all profits and special benefits and unjust enrichment obtained, and the imposition of a constructive trust. On September 2, 2025, the court in the Cheroti Derivative Action stayed the Cheroti Derivative Action until resolution of the anticipated motion to dismiss in the Securities Action. On November 5, 2025, the court in the District of Maryland proceedings consolidated the Sidhu Derivative Action and the Wallen Derivative Action (the “Consolidated Derivative Action”) and appointed lead counsel. On November 12, 2025, the court in the Consolidated Derivative Action stayed the Consolidated Derivative Action until resolution of the anticipated motion to dismiss in the Securities Action. The Company intends to vigorously defend itself against the allegations in these lawsuits.
Dividends
The Company's Board of Trustees has declared the following dividends on the preferred shares during 2026 and 2025:
Series A
Declaration Date
Record Date
Payment Date
Preferred Share
2026
February 25
March 31
April 15
$
0.43750
2025
October 29
December 31
January 15, 2026
$
0.43750
July 23
September 30
October 15
0.43750
May 8
June 30
July 15
0.43750
February 26
March 31
April 15
0.43750
Strategic Review
At the 2022 Annual Meeting of Shareholders on October 24, 2022, Seritage shareholders approved the Company’s Plan of Sale. The strategic review process remains ongoing as the Company executes the Plan of Sale, and the Company remains open-minded to pursuing value-maximizing alternatives, including a potential sale of the Company. There can be no assurance regarding the success of the process.
Market Update
The Company continues to face challenging market conditions, such as elevated interest rates and the availability of debt and equity capital, and it continues to assess other potential macroeconomic impacts including supply chain issues, international conflicts associated with tariffs, potential labor issues, and uncertainty caused by wars. While interest rates have started to decline, they remain high relative to interest rates in 2022. Additionally, raising equity capital for land development deals remains challenging. These conditions could apply downward pricing pressures on our remaining assets. In making decisions regarding whether and when to transact on each of the Company’s remaining assets, the Company considers various factors including, but not limited to, the breadth of the buyer universe, macroeconomic conditions including the availability and cost of financing, as well as corporate, operating and other capital expenses required to carry the asset. If these challenging market conditions persist, then we expect that they will continue to adversely impact the Plan of Sale proceeds from our assets and the amounts and timing of distributions to shareholders.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “should,” “expects,” “intends,” “plans,” “pro forma,” “believes,” “estimates,” “predicts,” “potential,” "will," "approximately," or "anticipates" or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, which may cause actual results to differ significantly from those expressed in any forward-looking statement. Factors that could cause or contribute to such differences include, but are not limited to: declines in retail, real estate and general economic conditions; risks relating to redevelopment activities and disposition of properties; the process and results of the Company’s review of strategic alternatives and our Plan of Sale; to contingencies to the commencement of rent under leases; the terms of the Company’s indebtedness and other legal requirements to which the Company is subject; competition and related challenges in the real estate and retail industries and the ability of the Company’s top tenants to successfully operate their businesses; failure to achieve expected occupancy and/or rent levels within the projected time frame or at all; the impact of ongoing negative operating cash flow on the Company’s ability to fund operations and ongoing development; the Company’s ability to access or obtain sufficient sources of financing to fund the Company’s liquidity needs; environmental, health, safety and land use laws and regulations; and possible acts of war, terrorist activity or other acts of violence or cybersecurity incidents. For additional discussion of these and other applicable risks, assumptions and uncertainties, see the “Risk Factors” and forward-looking statement disclosure contained in the Company’s filings with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K for the year ended December 31, 2025 and any subsequent Form 10-Qs. While the Company believes that its forecasts and assumptions are reasonable, the Company cautions that actual results may differ materially. The Company intends the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law.
About Seritage Growth Properties
Prior to the adoption of the Company’s Plan of Sale, Seritage was principally engaged in the ownership, development, redevelopment, management, sale and leasing of diversified retail and mixed-use properties throughout the United States. As of December 31, 2025, the Company’s portfolio consisted of interests in 10 properties comprised of approximately 0.8 million square feet of gross leasable area (“GLA”) or build-to-suit leased area and 156 acres of land. The portfolio encompasses five consolidated properties consisting of approximately 0.3 million square feet of GLA and 71 acres (such properties, the “Consolidated Properties”) and five unconsolidated entities consisting of approximately 0.5 million square feet of GLA and 85 acres (such properties, the “Unconsolidated Properties”).
SERITAGE GROWTH PROPERTIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)
December 31, 2025
December 31, 2024
ASSETS
Investment in real estate
Land
$
25,406
$
65,009
Buildings and improvements
134,946
239,978
Accumulated depreciation
(14,908
)
(39,940
)
145,444
265,047
Construction in progress
629
93,587
Net investment in real estate
146,073
358,634
Real estate held for sale
8,692
—
Investment in unconsolidated entities
156,242
189,699
Cash and cash equivalents
48,088
85,206
Restricted cash
14,197
12,503
Tenant and other receivables, net
3,665
7,894
Lease intangible assets, net
171
1,047
Prepaid expenses, deferred expenses and other assets, net
16,651
22,791
Total assets (1)
$
393,779
$
677,774
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Term loan facility, net
$
47,677
$
240,000
Accounts payable, accrued expenses and other liabilities
13,302
31,971
Total liabilities (1)
60,979
271,971
Commitments and Contingencies (Note 9)
Shareholders' Equity
Class A common shares $0.01 par value; 100,000,000 shares authorized;
56,324,607 and 56,274,466 shares issued and outstanding
as of December 31, 2025 and 2024, respectively
562
562
Series A preferred shares $0.01 par value; 10,000,000 shares authorized;
2,800,000 shares issued and outstanding as of December 31, 2025 and
2024; liquidation preference of $70,000
28
28
Additional paid-in capital
1,362,719
1,362,644
Accumulated deficit
(1,031,893
)
(958,778
)
Total shareholders' equity
331,416
404,456
Non-controlling interests
1,384
1,347
Total equity
332,800
405,803
Total liabilities and equity
$
393,779
$
677,774
(1) The Company's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated balance sheets, as of December 31, 2025, include the following amounts related to our consolidated VIEs: $8.7 million included in real estate held for sale, $9.9 thousand of cash, $9.5 thousand of tenant and other receivables and $74.5 thousand of accounts payable, accrued expenses and other liabilities. The Company's consolidated balance sheets as of December 31, 2024, include the following amounts related to our consolidated VIEs: $3.3 million of land, $2.8 million of building and improvements, $(0.9) million of accumulated depreciation and $3.2 million of other assets included in other line items.
SERITAGE GROWTH PROPERTIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Year Ended
December 31,
2025
2024
REVENUE
Rental income
$
17,597
$
17,055
Management and other fee income
607
567
Total revenue
18,204
17,622
EXPENSES
Property operating
13,984
16,339
Abandoned project costs
-
5,732
Real estate taxes
2,455
3,935
Depreciation and amortization
6,282
13,118
General and administrative
31,949
30,021
Total expenses
54,670
69,145
Gain on sale of real estate, net
20,342
10,678
(Loss) gain on sale of interests in unconsolidated entities
(1,417
)
2,042
Impairment of real estate assets
(18,800
)
(87,536
)
Equity in loss of unconsolidated entities
(13,169
)
(3,154
)
Interest and other income (expense), net
1,568
2,513
Interest expense
(20,273
)
(24,972
)
Loss before income taxes
(68,215
)
(151,952
)
Provision for income taxes
-
(1,584
)
Net loss
(68,215
)
(153,536
)
Preferred dividends
(4,900
)
(4,900
)
Net loss attributable to Seritage common shareholders
$
(73,115
)
$
(158,436
)
Net loss per share attributable to Seritage Class A
common shareholders - Basic
$
(1.30
)
$
(2.82
)
Net loss per share attributable to Seritage Class A
common shareholders - Diluted
$
(1.30
)
$
(2.82
)
Weighted average Class A common shares
outstanding - Basic
56,314
56,255
Weighted average Class A common shares
outstanding - Diluted
56,314
56,255
Properties sold during the year ended December 31, 2025:
Total
2025 Qtr
City
State
Full / Partial Sale
SF (1)
Sold
Clearwater
FL
Full Site
212,900
Q4
Aventura
FL
Full Site
216,100
Q4
Panama City
FL
Full Site
134,300
Q4
Boca Raton
FL
Full Site
4,200
Q2
Barton Creek
TX
Full Site
82,300
Q2
Santa Rosa
CA
Full Site
82,700
Q2
Braintree
MA
Full Site
85,100
Q1
(1) Square footage at share
View source version on businesswire.com: https://www.businesswire.com/news/home/20260331455114/en/
Seritage Growth Properties
(212) 355-7800
IR@Seritage.com
Original: Seritage Growth Properties Reports Fourth Quarter and Full Year 2025 Operating Results
Enterprising Investor
7年前
Seritage Growth Properties Reports Increased Leasing, Development and Transaction Activity in 2018 (1/23/19)
Signed new leases totaling 3.1 million square feet, up 17% over 2017, at an average re-leasing multiple of 3.9x
Maintains $1.0 billion of liquidity, including $537 million of cash and $400 million incremental funding facility
NEW YORK--(BUSINESS WIRE)--Seritage Growth Properties (NYSE: SRG) (the “Company”), a national owner of 232 retail and mixed-use properties totaling approximately 36.3 million square feet, today provided an update on the Company’s leasing, development, transaction and capital activities as of December 31, 2018.
“We are pleased with our strong finish to 2018, including 878,000 square feet of new leasing at an average rent of approximately $21.00 PSF on retail leases during the fourth quarter. Since inception, we have leased nearly 8.0 million square feet at an average rent of approximately $17.65 PSF on retail leases and a 4.1x multiple of prior rents. We have completed or commenced 97 redevelopment projects totaling $1.5 billion of projected capital investment at targeted incremental returns of approximately 11.0% on an unlevered basis. The diversified, non-Sears tenants we have under signed leases, plus the remaining lease-up of these announced projects, is expected to generate over $225 million of rental income before any further activation of our portfolio. We also ended the year with access to nearly $1.0 billion of liquidity, including $537 million of cash on hand, which provides sufficient capital to complete our current projects and mitigate potential reductions in income from Sears Holdings,” said Benjamin Schall, President and Chief Executive Officer. “As we start 2019, we remain well positioned to continue executing on our strategies to unlock substantial value through intensive redevelopment. We are excited by our pipeline of opportunities, including our next wave of suburban retail redevelopments and three dozen premier and larger scale redevelopments. We look forward to utilizing our platform and expanding our preferred partnerships with growing retailers, best-in-class mixed-use developers and leading capital allocators to generate substantial value for shareholders.”
Diversified Income
Leasing Activity: since inception, the Company has signed approximately 7.9 million square feet of new leases at an average rent of $16.63 PSF. Retail re-leasing multiples have averaged 4.1x for space occupied by Sears Holdings Corporation (“Sears Holdings” or “Sears”), with new retail rents averaging $17.72 PSF compared to $4.36 PSF paid by Sears Holdings.
The 7.9 million square feet of new leases includes 287 leases with 139 unique tenants and demonstrates the breadth of the Company’s tenant relationships and leasing activity.
In 2018, the Company signed new leases totaling 3.1 million square feet, representing a 17% increase over 2017 leasing activity, including approximately 878,000 square feet signed in the fourth quarter at an average rent of $18.03 PSF (retail leases represented 664,000 square feet at an average rent of $20.98 PSF).
[Tables deleted]
Rental Income: since inception, the Company has increased annual base rent from diversified, non-Sears tenants by over 235% to $147 million, including all signed leases and the impact of all asset monetization activity. Including the remaining lease up of announced projects, the Company expects diversified, non-Sears income of over $225 million before any further activation of the portfolio.
As of December 31, 2018, annual base rent from diversified, non-Sears tenants accounted for approximately 72% of total annual base rent, including all signed leases and the effect of all previously exercised recapture and termination notices, as well as properties under contract for sale. Sears Holdings comprised 28% of total annual base rent, surpassing the Company’s previously stated goal of reducing exposure to Sears Holdings below 35% by the end of 2018.
Stability and Growth
Announced Projects: since inception, the Company has substantially completed 47 new redevelopments and has an additional 50 projects currently under development. These 97 projects, which upon completion will provide stable cash flow from a diverse set of retailers under long-term leases, represent $1.5 billion of projected capital investment at targeted incremental returns of approximately 11.0% on an unlevered basis.
In 2018, the Company commenced projects totaling $382 million, including 19 new redevelopments and the expansion of seven previously announced projects. This activity included three new projects representing $65.0 million of capital investment in the fourth quarter.
Development Pipeline: the Company believes it is well-positioned to continue its value creation activities with a robust pipeline of redevelopment projects, including significant mixed-use and densification opportunities.
Premier and Larger Scale: the Company has identified 36 assets totaling 7.4 million square feet of existing space that it believes can be expanded and densified by integrating retail, residential, office and other uses. As of December 31, 2018, the Company had announced select phases of projects at nine of these 36 properties.
In 2018, the Company solidified a portion of its mixed-used and densification pipeline by receiving entitlements for 1,750 residential units, 1.4 million square feet of office space and 500 hotel keys across four projects, including the previously announced approvals at the Company’s projects in Redmond (WA) and Dallas (TX).
Suburban Retail: the Company has identified 162 assets totaling 25.4 million square feet of existing space that it expects to redevelop into first-class, multi-tenant retail centers. As of December 31, 2018, the Company had completed or commenced projects at 83 of these 162 properties, and expects to continue activating these assets as the Company builds on its preferred relationships with growing retailers and other users around the country.
Value Realization and Capital Recycling
Capital Activities: the Company has raised approximately $550 million of gross proceeds from the sale or joint venture of interests in 42 properties over the last 18 months. Proceeds have primarily been reinvested into redevelopment projects, as well as used to repay debt under the Company’s original mortgage facility which was repaid in full in July 2018.
Strategic Equity Joint Ventures: in 2018, the Company contributed its assets in Santa Monica (CA), La Jolla (CA) and West Hartford (CT) into three joint ventures with institutional capital partners representing a total transaction value of $362 million, or $744 PSF, and generated $117.0 million of gross proceeds.
Development Joint Ventures: in 2018, the Company announced two agreements to form joint ventures with institutional-quality residential developers to lead the multifamily components of mixed-use projects in Redmond (WA) and Newark (CA), at values of $16.0 million for 2.5 acres and $20.0 million for 4.5 acres, respectively.
Opportunistic and Smaller Market Dispositions: in 2018, the Company sold 21 properties totaling 2.1 million square feet that generated gross proceeds of $114.3 million, or $54 PSF. The Company monetized these assets, which were generally located in smaller markets, in order to focus its human and capital resources on larger value creation opportunities. These transactions included five dispositions in the fourth quarter that generated gross proceeds of $47.3 million, or $78 PSF.
Strong Liquidity Position
New Term Loan Facility: in July 2018, the Company entered into a new $2.0 billion term loan facility with Berkshire Hathaway Life Insurance Company (the “Term Loan Facility”). The Term Loan Facility, which matures on July 31, 2023, provided for an initial funding of $1.6 billion at closing and includes a committed $400 million incremental funding facility, subject to certain conditions.
There is no direct impact of Sears Holdings’ bankruptcy filing, or a potential rejection of the Master Lease, on the Company’s Term Loan Facility. The Term Loan Facility includes certain financial metrics, including fixed charge coverage ratios, leverage ratios and a minimum net worth, that could be negatively impacted by a loss of revenue from Sears Holdings. A failure to satisfy any of these financial metrics will require the Company to seek lender approval to monetize assets via sale or joint venture and also provide the lender the right to request mortgages on its real estate collateral, but will not result in an event of default, mandatory amortization, cash flow sweep or any similar provision.
Liquidity Position: as of December 31, 2018, the Company was positioned with nearly $1.0 billion of liquidity, including:
$537 million of cash on hand to fund on-going development activities, as well as to mitigate possible adverse impacts to operating cash flow that may result from potential reductions of rental income under the Master Lease with Sears Holdings.
Committed $400 million incremental funding facility under the Term Loan Facility that is also available, subject to certain conditions, to fund announced and future redevelopment activities.
13 smaller market assets under contract for sale for anticipated gross proceeds of $59.8 million. Assets under contract for sale are subject to customary closing conditions and there can be no assurance that such transactions will be consummated.
Sears Holdings Bankruptcy Filing
As of December 31, 2018, including all signed leases and the effect of previously exercised recapture and termination notices and properties under contract for sale, Sears Holdings was a tenant in 77 properties under the Master Lease and 19 properties under the JV Master Leases representing an aggregate of 11.5 million square feet and $56 million of annual base rent, or 28% of all base rent under signed leases.
The 3.5x to 4.5x rental uplift that the Company has historically achieved upon re-leasing space formerly occupied by Sears Holdings allows it to recover all the rental income generated from Sears Holdings by re-leasing only 25-35% of the formerly occupied space and deploying the capital required to bring the rental income online.
The Company is monitoring, and will continue to monitor, Sears Holdings’ bankruptcy proceedings, including the culmination of Sears Holdings’ auction process, and the impact on the Company’s business. For more information regarding the same, refer to the risk factors relating to Sears Holdings in the Company’s periodic filings with the Securities and Exchange Commission.
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 significant exposure to Sears Holdings and the effects of its recently announced bankruptcy filing; Sears Holdings’ 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; and our relatively limited history as an operating company. 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. 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 206 wholly-owned properties and 26 joint venture properties totaling approximately 36.3 million square feet of space across 48 states and Puerto Rico. The Company was formed and listed on the New York Stock Exchange (NYSE: SRG) in July 2015 in conjunction with the acquisition of a portfolio of real estate from Sears Holdings. Our mission is to 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. The Company is headquartered in New York, NY.
https://www.businesswire.com/news/home/20190123005239/en/Seritage-Growth-Properties-Reports-Increased-Leasing-Development