NEW YORK--(BUSINESS WIRE)--Seritage Growth Properties (NYSE:SRG) (the “Company”), a national owner of 221 retail and mixed-use properties totaling approximately 35.1 million square feet of gross leasable area (“GLA”), today reported financial and operating results for the three and six months ended June 30, 2019.
Summary Financial Results
For the three months ended June 30, 2019:
- Net loss attributable to common shareholders of $18.1 million, or $0.50 per share
- Total Net Operating Income (“Total NOI”) of $14.6 million
- Funds from Operations (“FFO”) of ($6.2) million, or ($0.11) per share
- Company FFO of ($6.1) million, or ($0.11) per share
For the six months ended June 30, 2019:
- Net loss attributable to common shareholders of $26.3 million, or $0.73 per share
- Total Net Operating Income (“Total NOI”) of $38.9 million
- Funds from Operations (“FFO”) of ($11.3) million, or ($0.20) per share
- Company FFO of ($11.1) million, or ($0.20) per share
“We continued our strong momentum through the first half of 2019, including second quarter new leasing activity of 687,000 square feet at an average rent of approximately $20.00 per square foot. This brings our total new leasing activity since inception to nearly 8.9 million square feet at an average re-leasing multiple of 4.0x the rent previously paid by Sears. We are pleased to report that diversified non-Sears tenants now comprise almost 90% of total annual base rent, including signed leases. This leasing activity has driven a robust redevelopment program that now includes 102 projects completed or commenced for a total capital investment of approximately $1.7 billion at targeted incremental yields of approximately 11.0% on an unlevered basis,” said Benjamin Schall, President and Chief Executive Officer. “Our balance sheet continues to support the execution of our strategy, with approximately $790 million of identified liquidity, and our team continues to expand our relationships with growing retailers, mixed-use developers and institutional capital allocators. We remain focused on utilizing our platform and portfolio of high-quality assets to create first-class retail centers and mixed-use projects that generate long-term value for our shareholders.”
Operating Highlights
During the quarter ended June 30, 2019:
- Signed new leases totaling 687,000 square feet (603,000 square feet at share) at an average base rent of $20.24 PSF ($19.92 PSF at share). Since the Company’s inception in July 2015, the Company’s share of new leasing activity has totaled nearly 8.9 million square feet at an average rent of $17.41 PSF, including new retail leases totaling 8.1 million square feet at an average rent of $18.36 PSF.
- Achieved an average releasing multiple of 3.6x for space currently or formerly occupied by Sears or Kmart, with new retail rents averaging $21.65 PSF compared to $6.01 PSF paid by Sears or Kmart. Since inception, releasing multiples have averaged 4.1x, with new retail rents at $18.57 PSF compared to $4.56 PSF paid by Sears or Kmart.
- Increased the Company’s share of annual base rent from diversified, non-Sears tenants to 89.1% of total annual base rent from 56.9% in the prior year period, including all signed leases and net of rent attributable to associated space to be recaptured. Since inception, diversified, non-Sears rental income has increased by over 275% to $165.5 million, including all signed leases and net of dispositions.
- Announced new redevelopment activity totaling approximately $40.5 million, including three new projects and the expansion of one previously announced project. Total redevelopment program to date includes 102 projects completed or commenced representing nearly $1.7 billion of estimated capital investment.
- Sold four properties totaling 540,000 square feet for gross cash proceeds of $18.7 million. Since inception, the Company has sold 32 properties totaling 3.3 million square feet for gross cash proceeds of $161.5 million. Substantially all of these properties were located in smaller markets and a majority were vacant at the time of sale.
- Signed contracts to sell an additional seven assets for gross proceeds for $48.4 million. As of June 30, 2019, the Company had ten assets under contract to sell for gross proceeds of $63.3 million.
Financial Results
Below is a summary of the Company’s financial results for the three and six months ended June 30, 2019 and June 30, 2018:
(in thousands except per share amounts) |
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2019 |
|
|
2018 |
|
|
2019 |
|
|
2018 |
|
||||
Net (loss) income attributable to Seritage common shareholders |
|
$ |
(18,128 |
) |
|
$ |
(7,996 |
) |
|
$ |
(26,320 |
) |
|
$ |
1,104 |
|
Net (loss) income per diluted share attributable to Seritage common shareholders |
|
|
(0.50 |
) |
|
|
(0.23 |
) |
|
|
(0.73 |
) |
|
|
0.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total NOI |
|
|
14,645 |
|
|
|
36,460 |
|
|
|
38,923 |
|
|
|
73,339 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO |
|
|
(6,167 |
) |
|
|
6,487 |
|
|
|
(11,345 |
) |
|
|
17,535 |
|
FFO per diluted share |
|
|
(0.11 |
) |
|
|
0.12 |
|
|
|
(0.20 |
) |
|
|
0.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company FFO |
|
|
(6,062 |
) |
|
|
8,529 |
|
|
|
(11,122 |
) |
|
|
20,958 |
|
Company FFO per diluted share |
|
|
(0.11 |
) |
|
|
0.15 |
|
|
|
(0.20 |
) |
|
|
0.38 |
|
Total NOI
The decrease in Total NOI was driven primarily by (i) reduced rental income under the Company’s original master lease (the “Original Master Lease”) with Sears Holdings Corporation (“Sears Holdings”) as a result of previous recapture and termination activity at the Company’s properties and the rejection of the Original Master Lease during the three months ended March 31, 2019 and (ii) the rejection of the master leases between Sears Holdings and certain of the Company’s unconsolidated joint venture properties during the three months ended June 30, 2019.
Since inception, over 26 million square feet of leased space, representing over $110 million of annual base rent, has been taken offline through recapture and termination activity, or as a result of the rejection of the Original Master Lease and the master leases between Sears Holdings and certain unconsolidated joint venture properties. To date, the Company has signed new leases with diversified, non-Sears tenants for an aggregate annual base rent of $154.1 million across 8.9 million square feet of space. A majority of these newly signed leases are categorized as signed not yet opened (“SNO”) leases and are expected to begin paying rent throughout the next 24 months.
In addition, the Company has sold 32 wholly-owned properties and 50% interests in four wholly-owned properties since the beginning of 2018 which has contributed to the decrease in Total NOI.
FFO and Company FFO
The decrease in FFO was driven primarily by the same factors driving the decrease in Total NOI, as well as higher interest expense resulting from the Company’s debt refinancing in the third quarter of 2018.
Portfolio Summary
Below is a summary of the Company’s portfolio as June 30, 2019:
|
|
Wholly Owned |
|
|
Unconsolidated |
|
|
|
|
|
||
|
|
Portfolio |
|
|
Joint Ventures |
|
|
Total |
|
|||
Properties |
|
|
194 |
|
|
|
27 |
|
|
|
221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Malls |
|
|
91 |
|
|
|
24 |
|
|
|
115 |
|
Strip centers and freestanding |
|
|
103 |
|
|
|
3 |
|
|
|
106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GLA (at share) (000s) |
|
|
30,274 |
|
|
|
2,417 |
|
|
|
32,691 |
|
% leased |
|
|
54.1 |
% |
|
|
31.8 |
% |
|
|
52.4 |
% |
Unleased space as of June 30, 2019 included approximately 2.9 million square feet of remaining lease-up at announced redevelopment projects, and approximately 12.7 million square feet of additional leasing opportunity at properties throughout the portfolio.
Leasing
New Activity
During the quarter ended June 30, 2019, the Company signed new leases totaling 687,000 square feet (603,000 square feet at share) at an average base rent of $20.24 PSF ($19.92 PSF at share). On a same-space basis, new rents averaged 3.6x prior rents for space formerly occupied by Sears or Kmart, increasing to $21.65 PSF for new tenants compared to $6.01 PSF paid by Sears or Kmart across 497,000 square feet.
Below is a summary of the Company’s leasing activity, including its proportional share of unconsolidated joint ventures, for the three and six months ended June 30, 2019 and since the Company’s inception in July 2015:
(in thousands, except PSF amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Since |
|
|
|
|
Q2 2019 |
|
|
2019 YTD |
|
|
Inception |
|
|||
Leases |
|
|
28 |
|
|
|
57 |
|
|
|
344 |
|
Square feet |
|
|
603,000 |
|
|
|
968,000 |
|
|
|
8,853,000 |
|
Annual base rent ($000s) |
|
$ |
12,010 |
|
|
$ |
22,982 |
|
|
$ |
154,146 |
|
Annual base rent PSF (1) |
|
$ |
19.92 |
|
|
$ |
23.75 |
|
|
$ |
18.36 |
|
Re-leasing multiple (1)(2) |
|
|
3.6 |
x |
|
|
3.9 |
x |
|
|
4.1 |
x |
_________________
(1) Excludes certain self storage, auto dealership, medical office and ground leases.
(2) Excludes densification square footage (e.g. new outparcel developments) and backfill of vacant space not previously occupied by Sears or Kmart.
Rental Income Composition
During the quarter ended June 30, 2019, the Company added $12.0 million of new diversified, non-Sears income and increased annual base rent attributable to diversified, non-Sears tenants to 89.1% of total annual base rent from 56.9% as of June 30, 2018, based on signed leases.
The table below provides a summary of all the Company’s signed leases as of June 30, 2019, including unconsolidated joint ventures presented at the Company’s proportional share:
(in thousands except number of leases and PSF data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Number of |
|
|
Leased |
|
|
% of Total |
|
|
Annual Base |
|
|
% of |
|
|
|
|
|
|||||
Tenant |
|
Leases |
|
|
GLA |
|
|
Leased GLA |
|
|
Rent ("ABR") |
|
|
Total ABR |
|
|
ABR PSF |
|
||||||
Sears/Kmart (1) |
|
|
54 |
|
|
|
6,742 |
|
|
|
39.3 |
% |
|
$ |
20,320 |
|
|
|
10.9 |
% |
|
$ |
3.01 |
|
In-place diversified, non-Sears leases |
|
|
260 |
|
|
|
5,946 |
|
|
|
34.7 |
% |
|
|
79,756 |
|
|
|
42.9 |
% |
|
|
13.41 |
|
SNO diversified, non-Sears leases |
|
|
179 |
|
|
|
4,452 |
|
|
|
26.0 |
% |
|
|
85,740 |
|
|
|
46.2 |
% |
|
|
19.26 |
|
Sub-total diversified, non-Sears leases |
|
|
439 |
|
|
|
10,398 |
|
|
|
60.7 |
% |
|
|
165,496 |
|
|
|
89.1 |
% |
|
|
15.92 |
|
Total |
|
|
493 |
|
|
|
17,140 |
|
|
|
100.0 |
% |
|
$ |
185,816 |
|
|
|
100.0 |
% |
|
$ |
10.84 |
|
_______________
(1) Includes 50 properties subject to a master lease (the “Holdco Master Lease”) between the Company and affiliates of Transform Holdco LLC (“Holdco”), an affiliate of ESL Investments, Inc., and four leases between the Company’s unconsolidated joint ventures and Holdco.
Development
Program Summary
During the quarter ended June 30, 2019, the Company commenced projects totaling approximately $40.5 million, including three new redevelopments and the expansion of one previously announced project.
Below is a summary of the Company’s announced development activity from inception through June 30, 2019, presented at 100% share and including certain assets that have been monetized through sale or joint venture:
(in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
Estimated |
|
|
|
Number |
|
|
Project |
|
|
Percentage |
|
|
Estimated |
|
|
Spent |
|
|
Projected Annual Income (2) |
|
Incremental |
|||||||
Project Status |
|
of Projects |
|
|
Square Feet |
|
|
Leased |
|
|
Project Costs (1) |
|
|
To Date |
|
|
Total |
|
Incremental |
|
Yield (3) |
|||||
Complete |
|
|
18 |
|
|
|
1.7 |
|
|
|
94 |
% |
|
$150 - 155 |
|
|
$ |
143 |
|
|
|
|
|
|
|
|
Substantially Complete / Delivered to Tenant(s) |
|
|
32 |
|
|
|
3.6 |
|
|
|
78 |
% |
|
435 - 460 |
|
|
|
304 |
|
|
|
|
|
|
|
|
Underway |
|
|
26 |
|
|
|
4.0 |
|
|
|
55 |
% |
|
810 - 840 |
|
|
|
262 |
|
|
|
|
|
|
|
|
Announced |
|
|
7 |
|
|
|
0.9 |
|
|
|
56 |
% |
|
130 - 145 |
|
|
|
10 |
|
|
|
|
|
|
|
|
Current Projects |
|
|
83 |
|
|
|
10.2 |
|
|
|
70 |
% |
|
$1,525 - 1,600 |
|
|
$ |
719 |
|
|
$207 - 214 |
|
$165 - 172 |
|
10.3 - 11.3% |
|
Acquired |
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
64 |
|
|
|
|
|
|
|
|
|
|
|
Sold |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
Total Projects |
|
|
102 |
|
|
|
|
|
|
|
|
|
|
$1,619 - 1,694 |
|
|
|
|
|
|
|
|
|
|
|
|
__________________
(1) Total estimated project costs include aggregate termination fees of approximately $81.0 million to recapture 100% of certain properties.
(2) Projected annual income is based on assumptions for stabilized rents to be achieved at 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.
Announced Development Projects
As of June 30, 2019, the Company had originated 87 redevelopment projects since the Company’s inception. Excluding four projects that have been sold, these projects represent an estimated total investment of $1,525-1,600 million ($1,405-1,480 million at share), of which an estimated $805-880 million ($745-820 million at share) remains to be spent, and are expected to generate an incremental yield on cost of approximately 10.3-11.3%.
The tables below provide brief descriptions of each of the redevelopment projects originated on the Company’s platform since its inception, including certain assets that have been monetized through sale or joint venture:
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 Escape Room |
|
|
29,100 |
|
|
Complete |
||||||||||
Merrillville, IN |
|
Termination property; redevelop existing store for At Home and small shop retail |
|
|
132,000 |
|
|
Complete |
||||||||||
Elkhart, IN |
|
Termination property; existing store has been released to Big R Stores |
|
|
86,500 |
|
|
Complete |
||||||||||
Bowie, MD |
|
Recapture and repurpose auto center space for BJ's Brewhouse |
|
|
8,200 |
|
|
Complete |
||||||||||
Troy, MI |
|
Partial recapture; redevelop existing store for At Home |
|
|
100,000 |
|
|
Complete |
||||||||||
Rehoboth Beach, DE |
|
Partial recapture; redevelop existing store for andThat! and PetSmart |
|
|
56,700 |
|
|
Complete |
||||||||||
Henderson, NV |
|
Termination property; redevelop existing store for At Home, Seafood City, Blink Fitness and additional retail |
|
|
144,400 |
|
|
Complete |
||||||||||
Cullman, AL |
|
Termination property; redevelop existing store for Bargain Hunt, Tractor Supply and Planet Fitness |
|
|
99,000 |
|
|
Complete |
||||||||||
Jefferson City, MO |
|
Termination property; redevelop existing store for Orscheln Farm and Home |
|
|
96,000 |
|
|
Complete |
||||||||||
Guaynabo, PR |
|
Partial recapture; redevelop existing store for Planet Fitness, Capri and additional retail and restaurants |
|
|
56,100 |
|
|
Complete |
||||||||||
Westwood, TX |
|
Termination property; site has been leased to Sonic Automotive for an auto dealership |
|
|
213,600 |
|
|
Complete |
||||||||||
Florissant, MO |
|
Site densification; new outparcel for Chick-fil-A |
|
|
5,000 |
|
|
Complete |
||||||||||
Albany, NY |
|
Recapture and repurpose auto center space for BJ's Brewhouse, Ethan Allen and additional small shop retail |
|
|
28,000 |
|
|
Substantially complete |
||||||||||
Kearney, NE |
|
Termination property; redevelop existing store for Marshall's, PetSmart, Ross Dress for Less and Five Below |
|
|
92,500 |
|
|
Substantially complete |
||||||||||
Dayton, OH |
|
Recapture and repurpose auto center space for Outback Steakhouse and additional restaurants |
|
|
14,100 |
|
|
Substantially complete |
||||||||||
New Iberia, LA |
|
Termination property; redevelop existing store for Ross Dress for Less, Rouses Supermarkets, Hobby Lobby and small shop retail |
|
|
93,100 |
|
|
Substantially complete |
||||||||||
Hopkinsville, KY |
|
Termination property; redevelop existing store for Bargain Hunt, Farmer's Furniture, Harbor Freight Tools and small shop retail |
|
|
87,900 |
|
|
Substantially complete |
||||||||||
Mt. Pleasant, PA |
|
Termination property; redevelop existing store for Aldi, Big Lots and additional retail |
|
|
86,300 |
|
|
Substantially complete |
||||||||||
Layton, UT |
|
Termination property; a portion of the space has been leased to Extra Space Storage; existing tenants include Vasa Fitness and small shop retail |
|
|
172,100 |
|
|
Substantially complete |
||||||||||
St. Clair Shores, MI |
|
100% recapture; demolish existing store and develop site for new Kroger grocery store |
|
|
107,200 |
|
|
Delivered to tenant(s) |
||||||||||
Gainesville, FL |
|
Termination property; repurpose existing store as office space for Florida Clinical Practice Association / University of Florida College of Medicine |
|
|
139,100 |
|
|
Delivered to tenant(s) |
||||||||||
North Little Rock, AR |
|
Recapture and repurpose auto center space for LongHorn Steakhouse and small shop retail |
|
|
17,300 |
|
|
Delivered to tenant(s) |
||||||||||
Houston, TX |
|
100% recapture; entered into ground lease with adjacent mall owner; potential to participate in future redevelopment |
|
|
214,400 |
|
|
Delivered to tenant(s) |
||||||||||
Oklahoma City, OK |
|
Site densification; new fitness center for Vasa Fitness |
|
|
59,500 |
|
|
Delivered to tenant(s) |
||||||||||
Greensboro, NC |
|
Site densification; new outparcel for Mavis Tires |
|
|
6,900 |
|
|
Q1 2020 |
|
Q4 2020 |
||||||||
Middletown, NJ |
|
Termination property; redevelop site for new ShopRite grocery store and additional retail |
|
|
191,100 |
|
|
Q1 2020 |
|
Q2 2021 |
||||||||
Hagerstown, MD |
|
Recapture and repurpose auto center space for BJ's Brewhouse, Verizon and additional retail |
|
|
15,400 |
|
|
Sold |
||||||||||
Hampton, VA |
|
Site densification; new outparcel for Chick-fil-A |
|
|
2,200 |
|
|
Sold |
||||||||||
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 |
|
|
Complete |
||||||||||
Honolulu, HI |
|
100% recapture; redevelop existing store for Longs Drugs (CVS), PetSmart and Ross Dress for Less |
|
|
79,000 |
|
|
Complete |
||||||||||
Anderson, SC |
|
100% recapture (project expansion); redevelop existing store for Burlington Stores, Gold's Gym, Sportsman's Warehouse, additional retail and restaurants |
|
|
111,300 |
|
|
Complete |
||||||||||
Springfield, IL |
|
Termination property; redevelop existing store for Burlington Stores, Binny's Beverage Depot, Marshall's, Orangetheory Fitness, Outback Steakhouse, Core Life Eatery and additional small shop retail |
|
|
133,400 |
|
|
Complete |
||||||||||
Madison, WI |
|
Partial recapture; redevelop existing store for Dave & Busters, Total Wine & More, additional retail and restaurants |
|
|
75,300 |
|
|
Substantially complete |
||||||||||
Paducah, KY |
|
Termination property; redevelop existing store for Burlington Stores, Ross Dress for Less and additional retail |
|
|
102,300 |
|
|
Substantially complete |
||||||||||
Thornton, CO |
|
Termination property; redevelop existing store for Vasa Fitness and additional junior anchors |
|
|
191,600 |
|
|
Substantially complete |
||||||||||
Cockeysville, MD |
|
Partial recapture; redevelop existing store for HomeGoods, Michael's Stores, additional junior anchors and restaurants (note: contributed to Cockeysville JV in Q1 2019) |
|
|
83,500 |
|
|
Substantially complete |
||||||||||
Warwick, RI |
|
Termination property (project expansion); redevelop existing store and detached auto center for At Home, BJ's Brewhouse, Raymour & Flanigan, additional retail and restaurants |
|
|
190,700 |
|
|
Substantially complete |
||||||||||
Temecula, CA |
|
Partial recapture; redevelop existing store and detached auto center for Round One, small shop retail and restaurants |
|
|
65,100 |
|
|
Substantially complete |
||||||||||
Hialeah, FL |
|
100% recapture; redevelop existing store for Bed, Bath & Beyond, Ross Dress for Less and dd's Discounts to join current tenant, Aldi |
|
|
88,400 |
|
|
Substantially complete |
||||||||||
North Hollywood, CA |
|
Partial recapture; redevelop existing store for Burlington Stores and Ross Dress for Less |
|
|
79,800 |
|
|
Substantially complete |
||||||||||
West Jordan, UT |
|
Termination property (project expansion); redevelop existing store and attached auto center for At Home, Burlington Stores, Planet Fitness and small shop retail |
|
|
190,300 |
|
|
Substantially complete |
||||||||||
Salem, NH |
|
Densify site with new theatre for Cinemark and recapture and repurpose auto center for restaurant space to join existing tenant Dick's Sporting Goods |
|
|
71,200 |
|
|
Delivered to tenant(s) |
||||||||||
Fairfax, VA |
|
Partial recapture; redevelop existing store and attached auto center for Dave & Busters, additional junior anchors and restaurants |
|
|
110,300 |
|
|
Delivered to tenant(s) |
||||||||||
Canton, OH |
|
Partial recapture; redevelop existing store for Dave & Busters and restaurants |
|
|
83,900 |
|
|
Delivered to tenant(s) |
||||||||||
North Riverside, IL |
|
Partial recapture; redevelop existing store and detached auto center for Blink Fitness, Round One, additional junior anchors, small shop retail and restaurants |
|
|
103,900 |
|
|
Delivered to tenant(s) |
||||||||||
Olean, NY |
|
Termination property (project expansion); redevelop existing store for Marshall's, Ollie's Bargain Basement and additional retail |
|
|
125,700 |
|
|
Delivered to tenant(s) |
||||||||||
Las Vegas, NV |
|
Partial recapture; redevelop existing store for Round One and additional retail |
|
|
78,800 |
|
|
Underway |
|
Q3 2019 |
||||||||
Roseville, MI |
|
Termination property (project expansion); redevelop existing store for At Home, Hobby Lobby, Chick-fil-A and additional retail |
|
|
369,800 |
|
|
Underway |
|
Q3 2019 |
||||||||
Warrenton, VA |
|
Termination property; redevelop existing store for HomeGoods and additional retail |
|
|
97,300 |
|
|
Underway |
|
Q3 2019 |
||||||||
North Miami, FL |
|
100% recapture; redevelop existing store for Burlington Stores, Michael's and Ross Dress for Less |
|
|
124,300 |
|
|
Underway |
|
Q4 2019 |
||||||||
Yorktown Heights, NY |
|
Partial recapture; redevelop existing store for 24 Hour Fitness and other retail uses |
|
|
85,200 |
|
|
Underway |
|
Q4 2019 |
||||||||
Charleston, SC |
|
100% recapture (project expansion); redevelop existing store and detached auto center for Burlington Stores and additional retail |
|
|
126,700 |
|
|
Underway |
|
Q4 2019 |
||||||||
Chicago, IL (Kedzie) |
|
Termination property; redevelop existing store for Ross Dress for Less, dd's Discounts, Five Below, Blink Fitness and additional retail |
|
|
123,300 |
|
|
Underway |
|
Q4 2019 |
||||||||
El Paso, TX |
|
Termination property; redevelop existing store for Ross Dress for Less, dd's Discounts and additional retail |
|
|
114,700 |
|
|
Underway |
|
Q4 2019 |
||||||||
Reno, NV |
|
100% recapture; redevelop existing store and auto center for Round One and additional retail |
|
|
169,800 |
|
|
Underway |
|
Q4 2019 |
||||||||
Pensacola, FL |
|
Termination property; redevelop existing store for BJ's Wholesale, additional retail and restaurants |
|
|
134,700 |
|
|
Underway |
|
Q1 2020 |
||||||||
Fresno, CA |
|
Partial recapture, redevelop existing store and detached auto center for Ross Dress for Less, dd's Discounts and additional retail |
|
|
78,300 |
|
|
Underway |
|
Q1 2020 |
||||||||
Manchester, NH |
|
Termination property; redevelop existing store for Dick's Sporting Goods, Dave & Busters, additional retail and restaurants |
|
|
117,700 |
|
|
Underway |
|
Q3 2020 |
||||||||
Victor, NY |
|
Termination property, redevelop existing store for Dick's Sporting Goods and additional retail |
|
|
140,500 |
|
|
Underway |
|
Q3 2020 |
||||||||
Merced, CA |
|
Termination property; redevelop existing store for Burlington Stores, Ulta Beauty and additional retail |
|
|
92,600 |
|
|
Q3 2019 |
|
Q1 2021 |
||||||||
Santa Cruz, CA |
|
Partial recapture; redevelop existing store for TJ Maxx, HomeGoods and additional junior anchors |
|
|
62,200 |
|
|
Sold |
||||||||||
Vancouver, WA |
|
Partial recapture; redevelop existing store for Round One, Hobby Lobby and additional retail and restaurants |
|
|
72,400 |
|
|
Sold |
||||||||||
Saugus, MA |
|
Partial recapture; redevelop existing store and detached auto center (temporarily on hold) |
|
|
99,000 |
|
|
To be determined |
||||||||||
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, Hopdoddy Burger Bar and additional retail and restaurants |
|
|
135,200 |
|
|
Complete |
||||||||||
St. Petersburg, FL |
|
100% recapture; demolish and construct new buildings for Dick's Sporting Goods, Lucky's Market, PetSmart, Five Below, Chili's Grill & Bar, Pollo Tropical, LongHorn Steakhouse, Verizon and additional small shop retail and restaurants |
|
|
142,400 |
|
|
Complete |
||||||||||
Orlando, FL |
|
100% recapture; demolish and construct new buildings for Floor & Decor, Orchard Supply Hardware, LongHorn Steakhouse, Mission BBQ, Olive Garden and additional small shop retail and restaurants |
|
|
139,200 |
|
|
Substantially complete |
||||||||||
West Hartford, CT |
|
100% recapture; redevelop existing store and detached auto center for buybuyBaby, Cost Plus World Market, REI, Saks OFF Fifth, other junior anchors, Shake Shack and additional small shop retail (note: contributed to West Hartford JV in Q2 2018) |
|
|
147,600 |
|
|
Substantially complete |
||||||||||
Wayne, NJ |
|
Partial recapture (project expansion); redevelop existing store and detached auto center for Cinemark, Dave & Busters, Yardhouse and additional retail and restaurants (note: contributed to GGP II JV in Q3 2017) |
|
|
156,700 |
|
|
Delivered to tenant(s) |
||||||||||
Carson, CA |
|
100% recapture (project expansion); redevelop existing store for Burlington Stores, Ross Dress for Less, Gold's Gym and additional retail |
|
|
163,800 |
|
|
Delivered to tenant(s) |
||||||||||
Greendale, WI |
|
Termination property; redevelop existing store and attached auto center for Dick's Sporting Goods, Round One, TJ Maxx, additional retail and restaurants |
|
|
223,800 |
|
|
Delivered to tenant(s) |
||||||||||
Watchung, NJ |
|
100% recapture; demolish full-line store and detached auto center and construct new buildings for Cinemark, HomeSense, Sierra Trading Post, Ulta Beauty, Chick-fil-A, small shop retail and additional restaurants |
|
|
126,700 |
|
|
Delivered to tenant(s) |
||||||||||
Austin, TX |
|
100% recapture (project expansion); redevelop existing store for AMC Theatres, additional junior anchors and restaurants |
|
|
177,400 |
|
|
Underway |
|
Q3 2019 |
||||||||
El Cajon, CA |
|
100% recapture; redevelop existing store and auto center for Ashley Furniture, Bob's Discount Furniture, Burlington Stores and additional retail and restaurants; a portion of the basement has been leased to Extra Space Storage |
|
|
242,700 |
|
|
Underway |
|
Q3 2019 |
||||||||
Anchorage, AK |
|
100% recapture; redevelop existing store for Safeway, Guitar Center, Planet Fitness and additional retail to join current tenant, Nordstrom Rack |
|
|
142,500 |
|
|
Underway |
|
Q4 2019 |
||||||||
Aventura, FL |
|
100% recapture; demolish existing store and construct new, multi-level open air retail destination featuring a leading collection of experiential shopping, dining and entertainment concepts alongside a treelined esplanade and activated plazas |
|
|
216,600 |
|
|
Underway |
|
Q4 2019 |
||||||||
East Northport, NY |
|
Termination property; redevelop existing store and attached auto center for AMC Theatres, 24 Hour Fitness, additional junior anchors and small shop retail |
|
|
179,700 |
|
|
Underway |
|
Q4 2019 |
||||||||
San Diego, CA |
|
100% recapture; redevelop existing store into two highly-visible, multi-level buildings with exterior facing retail space leased to Equinox Fitness and a premier mix of experiential shopping, dining, and entertainment concepts (note: contributed to UTC JV in Q2 2018) |
|
|
206,000 |
|
|
Underway |
|
Q4 2019 |
||||||||
Santa Monica, CA |
|
100% recapture; redevelop existing building into premier, mixed-use asset featuring unique, small-shop retail and creative office space (note: contributed to Mark 302 JV in Q1 2018) |
|
|
96,500 |
|
|
Underway |
|
Q4 2019 |
||||||||
Tucson, AZ |
|
100% recapture; redevelop existing store and auto center for Round One and additional retail |
|
|
224,300 |
|
|
Underway |
|
Q4 2019 |
||||||||
Fairfield, CA |
|
100% recapture (project expansion); redevelop existing store and auto center for Dave & Busters, AAA Auto Repair Center and additional retail |
|
|
146,500 |
|
|
Underway |
|
Q1 2020 |
||||||||
Plantation, FL |
|
100% recapture (project expansion); redevelop existing store and auto center for GameTime, Powerhouse Gym, additional retail and restaurants |
|
|
184,400 |
|
|
Underway |
|
Q1 2020 |
||||||||
Roseville, CA |
|
Termination property (project expansion): redevelop existing store and auto center for Cinemark, Round One, AAA Auto Repair Center, additional retail and restaurants |
|
|
147,400 |
|
|
Underway |
|
Q2 2020 |
||||||||
San Antonio, TX |
|
Termination property (project expansion); redevelop existing store for Bed Bath & Beyond, buybuyBaby, Tru Fit and additional retail to complement repurposed auto center occupied by Orvis, Jared's Jeweler and Shake Shack |
|
|
215,900 |
|
|
Underway |
|
Q2 2020 |
||||||||
Ft. Wayne, IN |
|
Termination property (project expansion); redevelop existing store for Dave & Buster's, HomeGoods and additional retail to complement new outparcels for BJ's Brewhouse, Chick-fil-A and Portillo's |
|
|
96,400 |
|
|
Underway |
|
Q4 2020 |
||||||||
Orland Park, IL |
|
100% recapture; redevelop existing store for AMC Theatres, 24 Hour Fitness, additional retail and restaurants |
|
|
181,900 |
|
|
Q3 2019 |
|
Q4 2020 |
||||||||
Hialeah, FL |
|
100% recapture (project expansion); redevelop existing store and auto center for Paragon Theaters, Ulta Beauty, Five Below, Panera Bread and additional retail and restaurants |
|
|
158,100 |
|
|
Q3 2019 |
|
Q2 2021 |
||||||||
Asheville, NC |
|
100% recapture; redevelop existing store and auto center for Alamo Drafthouse, restaurants and small shop retail |
|
|
110,600 |
|
|
Q4 2019 |
|
Q2 2021 |
||||||||
Liquidity
As of June 30, 2019, the Company had approximately $790 million of identified liquidity, including $325.5 million of cash on the balance sheet, the $400 million incremental funding facility under the Company’s senior secured term loan (subject to certain conditions) and assets under contract for sale for anticipated gross cash proceeds of $63.3 million (assets under contract for sale are subject to customary closing conditions and there can be no assurance that such transactions will be consummated).
Dividends
On July 23, 2019, the Company’s Board of Trustees declared a preferred stock dividend of $0.4375 per each Series A Preferred Share. The preferred dividend will be paid on October 15, 2019 to holders of record on September 30, 2019.
On April 30, 2019, the Company’s Board of Trustees declared a preferred stock dividend of $0.4375 per each Series A Preferred Share. The preferred dividend was paid on July 15, 2019 to holders of record on June 28, 2019.
As previously announced, the Company’s Board of Trustees does not currently expect to declare additional common dividends for the remainder of 2019, based on its assessment of the Company’s investment opportunities and its expectations of taxable income for the year. The Board of Trustees will reevaluate this position at the end of 2019, if necessary, to ensure that the Company meets its distribution requirements as a REIT. The Company’s Board of Trustees expects that cash dividends for the Company’s preferred shares will continue to be paid each quarter.
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, FFO and Company FFO which are financial measures that include adjustments to accounting principles generally accepted in the United States (“GAAP”).
None of NOI, Total NOI, FFO or Company FFO, are measures that (i) represent cash flow from operations as defined by GAAP; (ii) are indicative of cash available to fund all cash flow needs, including the ability to make distributions; (iii) are alternatives to cash flow as a measure of liquidity; or (iv) should be considered alternatives to net income (which is determined in accordance with GAAP) for purposes of evaluating the Company’s operating performance. Reconciliations of these measures to the respective GAAP measures we deem most comparable have been provided in the tables accompanying this press release.
Net Operating Income ("NOI”), 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 variable 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 Original Master Lease and Holdco Master Lease 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 and Holdco 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.
Funds from Operations ("FFO") and Company FFO
FFO is calculated in accordance with NAREIT which defines FFO as net income computed in accordance with GAAP, excluding gains (or losses) from property sales, real estate related depreciation and amortization, and impairment charges on depreciable real estate assets. The Company considers FFO a helpful supplemental measure of the operating performance for equity REITs and a complement to GAAP measures because it is a recognized measure of performance by the real estate industry.
The Company makes certain adjustments to FFO, which it refers to as Company FFO, to account for certain non-cash and non-comparable items, such as termination fee income, unrealized loss on interest rate cap, litigation charges, acquisition-related expenses, amortization of deferred financing costs and certain up-front-hiring and personnel costs, that it does not believe are representative of ongoing operating results.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the company’s control, which may cause actual results to differ significantly from those expressed in any forward-looking statement. Factors that could cause or contribute to such differences include, but are not limited to: our historical exposure to Sears Holdings and the effects of its previously announced bankruptcy filing; Holdco’s termination and other rights under its master lease with us; competition in the real estate and retail industries; risks relating to our recapture and redevelopment activities; contingencies to the commencement of rent under leases; the terms of our indebtedness; restrictions with which we are required to comply in order to maintain REIT status and other legal requirements to which we are subject; 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 and Holdco. While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially. We intend the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law.
About Seritage Growth Properties
Seritage Growth Properties is a publicly-traded, self-administered and self-managed REIT with 194 wholly-owned properties and 27 joint venture properties totaling approximately 35.1 million square feet of space across 45 states and Puerto Rico. The Company was formed to unlock the underlying real estate value of a high-quality retail portfolio it acquired from Sears Holdings in July 2015. Pursuant to a master lease, the Company has the right to recapture certain space from the successor to Sears Holdings for retenanting or redevelopment purposes. The Company’s mission is to create and own revitalized shopping, dining, entertainment and mixed-use destinations that provide enriched experiences for consumers and local communities, and create long-term value for our shareholders.
SERITAGE GROWTH PROPERTIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) (Unaudited) |
||||||||
|
|
June 30, 2019 |
|
|
December 31, 2018 |
|
||
ASSETS |
|
|
|
|
|
|
|
|
Investment in real estate |
|
|
|
|
|
|
|
|
Land |
|
$ |
686,160 |
|
|
$ |
696,792 |
|
Buildings and improvements |
|
|
932,624 |
|
|
|
900,173 |
|
Accumulated depreciation |
|
|
(158,446 |
) |
|
|
(137,947 |
) |
|
|
|
1,460,338 |
|
|
|
1,459,018 |
|
Construction in progress |
|
|
393,655 |
|
|
|
292,049 |
|
Net investment in real estate |
|
|
1,853,993 |
|
|
|
1,751,067 |
|
Real estate held for sale |
|
|
5,277 |
|
|
|
3,094 |
|
Investment in unconsolidated joint ventures |
|
|
418,967 |
|
|
|
398,577 |
|
Cash and cash equivalents |
|
|
325,505 |
|
|
|
532,857 |
|
Tenant and other receivables, net |
|
|
50,388 |
|
|
|
36,926 |
|
Lease intangible assets, net |
|
|
96,332 |
|
|
|
123,656 |
|
Prepaid expenses, deferred expenses and other assets, net |
|
|
48,286 |
|
|
|
29,899 |
|
Total assets |
|
$ |
2,798,748 |
|
|
$ |
2,876,076 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Term Loan Facility, net |
|
$ |
1,598,276 |
|
|
$ |
1,598,053 |
|
Accounts payable, accrued expenses and other liabilities |
|
|
104,952 |
|
|
|
127,565 |
|
Total liabilities |
|
|
1,703,228 |
|
|
|
1,725,618 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' Equity |
|
|
|
|
|
|
|
|
Class A common shares $0.01 par value; 100,000,000 shares authorized; 36,828,991 and 35,667,521 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively |
|
|
368 |
|
|
|
357 |
|
Class B common shares $0.01 par value; 5,000,000 shares authorized; 1,247,060 shares issued and outstanding as of June 30, 2019 and December 31, 2018 |
|
|
12 |
|
|
|
13 |
|
Series A preferred shares $0.01 par value; 10,000,000 shares authorized; 2,800,000 shares issued and outstanding as of June 30, 2019 and December 31, 2018; liquidation preference of $70,000 |
|
|
28 |
|
|
|
28 |
|
Additional paid-in capital |
|
|
1,144,458 |
|
|
|
1,124,504 |
|
Accumulated deficit |
|
|
(380,734 |
) |
|
|
(344,132 |
) |
Total shareholders' equity |
|
|
764,132 |
|
|
|
780,770 |
|
Non-controlling interests |
|
|
331,388 |
|
|
|
369,688 |
|
Total equity |
|
|
1,095,520 |
|
|
|
1,150,458 |
|
Total liabilities and equity |
|
$ |
2,798,748 |
|
|
$ |
2,876,076 |
|
SERITAGE GROWTH PROPERTIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited) |
||||||||||||||||
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2019 |
|
|
2018 |
|
|
2019 |
|
|
2018 |
|
||||
REVENUE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental revenue |
|
$ |
38,697 |
|
|
$ |
48,356 |
|
|
$ |
82,275 |
|
|
$ |
102,133 |
|
Management and other fee income |
|
|
1,814 |
|
|
|
914 |
|
|
|
2,096 |
|
|
|
914 |
|
Total revenue |
|
|
40,511 |
|
|
|
49,270 |
|
|
|
84,371 |
|
|
|
103,047 |
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating |
|
|
9,302 |
|
|
|
6,533 |
|
|
|
19,539 |
|
|
|
13,774 |
|
Real estate taxes |
|
|
10,159 |
|
|
|
9,217 |
|
|
|
20,351 |
|
|
|
20,598 |
|
Depreciation and amortization |
|
|
20,194 |
|
|
|
49,551 |
|
|
|
46,410 |
|
|
|
84,218 |
|
General and administrative |
|
|
8,297 |
|
|
|
8,673 |
|
|
|
18,056 |
|
|
|
16,470 |
|
Provision for doubtful accounts |
|
|
— |
|
|
|
109 |
|
|
|
— |
|
|
|
170 |
|
Total expenses |
|
|
47,952 |
|
|
|
74,083 |
|
|
|
104,356 |
|
|
|
135,230 |
|
Gain on sale of real estate, net |
|
|
11,612 |
|
|
|
34,187 |
|
|
|
32,873 |
|
|
|
76,018 |
|
Equity in loss of unconsolidated joint ventures |
|
|
(9,944 |
) |
|
|
(2,158 |
) |
|
|
(8,722 |
) |
|
|
(4,740 |
) |
Interest and other income |
|
|
2,175 |
|
|
|
456 |
|
|
|
4,773 |
|
|
|
1,136 |
|
Interest expense |
|
|
(22,141 |
) |
|
|
(17,862 |
) |
|
|
(45,595 |
) |
|
|
(34,281 |
) |
Change in fair value of interest rate cap |
|
|
— |
|
|
|
(172 |
) |
|
|
— |
|
|
|
(7 |
) |
(Loss) income before taxes |
|
|
(25,739 |
) |
|
|
(10,362 |
) |
|
|
(36,656 |
) |
|
|
5,943 |
|
Provision for taxes |
|
|
(146 |
) |
|
|
(240 |
) |
|
|
(123 |
) |
|
|
(344 |
) |
Net (loss) income |
|
|
(25,885 |
) |
|
|
(10,602 |
) |
|
|
(36,779 |
) |
|
|
5,599 |
|
Net income (loss) attributable to non-controlling interests |
|
|
8,982 |
|
|
|
3,831 |
|
|
|
12,909 |
|
|
|
(2,042 |
) |
Net loss (income) attributable to Seritage |
|
$ |
(16,903 |
) |
|
$ |
(6,771 |
) |
|
$ |
(23,870 |
) |
|
$ |
3,557 |
|
Preferred dividends |
|
|
(1,225 |
) |
|
|
(1,225 |
) |
|
|
(2,450 |
) |
|
|
(2,453 |
) |
Net (loss) income attributable to Seritage common shareholders |
|
$ |
(18,128 |
) |
|
$ |
(7,996 |
) |
|
$ |
(26,320 |
) |
|
$ |
1,104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share attributable to Seritage Class A and Class C common shareholders - Basic |
|
$ |
(0.50 |
) |
|
$ |
(0.23 |
) |
|
$ |
(0.73 |
) |
|
$ |
0.03 |
|
Net (loss) income per share attributable to Seritage Class A and Class C common shareholders - Diluted |
|
$ |
(0.50 |
) |
|
$ |
(0.23 |
) |
|
$ |
(0.73 |
) |
|
$ |
0.03 |
|
Weighted average Class A and Class C common shares outstanding - Basic |
|
|
36,291 |
|
|
|
35,483 |
|
|
|
35,983 |
|
|
|
35,449 |
|
Weighted average Class A and Class C common shares outstanding - Diluted |
|
|
36,291 |
|
|
|
35,483 |
|
|
|
35,983 |
|
|
|
35,588 |
|
Reconciliation of Net Loss to NOI and Total NOI (in thousands)
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
NOI and Total NOI |
|
2019 |
|
|
2018 |
|
|
2019 |
|
|
2018 |
|
||||
Net (loss) income |
|
$ |
(25,885 |
) |
|
$ |
(10,602 |
) |
|
$ |
(36,779 |
) |
|
$ |
5,599 |
|
Termination fee income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(174 |
) |
Management and other fee income |
|
|
(1,814 |
) |
|
|
(914 |
) |
|
|
(2,096 |
) |
|
|
(914 |
) |
Depreciation and amortization |
|
|
20,194 |
|
|
|
49,551 |
|
|
|
46,410 |
|
|
|
84,218 |
|
General and administrative expenses |
|
|
8,297 |
|
|
|
8,673 |
|
|
|
18,056 |
|
|
|
16,470 |
|
Equity in loss of unconsolidated joint ventures |
|
|
9,944 |
|
|
|
2,158 |
|
|
|
8,722 |
|
|
|
4,740 |
|
Gain on sale of real estate |
|
|
(11,612 |
) |
|
|
(34,187 |
) |
|
|
(32,873 |
) |
|
|
(76,018 |
) |
Interest and other income |
|
|
(2,175 |
) |
|
|
(456 |
) |
|
|
(4,773 |
) |
|
|
(1,136 |
) |
Interest expense |
|
|
22,141 |
|
|
|
17,862 |
|
|
|
45,595 |
|
|
|
34,281 |
|
Change in fair value of interest rate cap |
|
|
— |
|
|
|
172 |
|
|
|
— |
|
|
|
7 |
|
Provision for income taxes |
|
|
146 |
|
|
|
240 |
|
|
|
123 |
|
|
|
344 |
|
NOI |
|
$ |
19,236 |
|
|
$ |
32,497 |
|
|
$ |
42,385 |
|
|
$ |
67,417 |
|
NOI of unconsolidated joint ventures |
|
|
2,849 |
|
|
|
5,007 |
|
|
|
7,159 |
|
|
|
9,765 |
|
Straight-line rent adjustment (1) |
|
|
(5,923 |
) |
|
|
(606 |
) |
|
|
(8,903 |
) |
|
|
(3,174 |
) |
Above/below market rental income/expense (1) |
|
|
(1,517 |
) |
|
|
(438 |
) |
|
|
(1,718 |
) |
|
|
(669 |
) |
Total NOI |
|
$ |
14,645 |
|
|
$ |
36,460 |
|
|
$ |
38,923 |
|
|
$ |
73,339 |
|
_______________
(1) Includes adjustments for unconsolidated joint ventures.
Computation of Annualized Total NOI (in thousands)
|
|
As of June 30, |
|
|||||
Annualized Total NOI |
|
2019 |
|
|
2018 |
|
||
Total NOI (per above) |
|
$ |
14,645 |
|
|
$ |
36,460 |
|
Period adjustments (1) |
|
|
1,355 |
|
|
|
189 |
|
Adjusted Total NOI |
|
|
16,000 |
|
|
|
36,649 |
|
Annualize |
|
|
x 4 |
|
|
|
x 4 |
|
Adjusted Total NOI annualized |
|
|
64,000 |
|
|
|
146,596 |
|
Plus: estimated annual Total NOI from SNO leases |
|
|
83,168 |
|
|
|
68,870 |
|
Less: estimated annual Total NOI from associated space to be recaptured from Sears |
|
|
(2,388 |
) |
|
|
(6,370 |
) |
Annualized Total NOI |
|
$ |
144,780 |
|
|
$ |
209,096 |
|
____________
(1) Includes adjustments to account for leases not in place for the full period.
Reconciliation of Net Loss to FFO and Company FFO (in thousands)
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
FFO and Company FFO |
|
2019 |
|
|
2018 |
|
|
2019 |
|
|
2018 |
|
||||
Net (loss) income |
|
$ |
(25,885 |
) |
|
$ |
(10,602 |
) |
|
$ |
(36,779 |
) |
|
$ |
5,599 |
|
Real estate depreciation and amortization (consolidated properties) |
|
|
19,800 |
|
|
|
48,985 |
|
|
|
45,375 |
|
|
|
83,098 |
|
Real estate depreciation and amortization (unconsolidated joint ventures) |
|
|
12,755 |
|
|
|
3,516 |
|
|
|
15,382 |
|
|
|
7,309 |
|
Gain on sale of real estate |
|
|
(11,612 |
) |
|
|
(34,187 |
) |
|
|
(32,873 |
) |
|
|
(76,018 |
) |
Dividends on preferred shares |
|
|
(1,225 |
) |
|
|
(1,225 |
) |
|
|
(2,450 |
) |
|
|
(2,453 |
) |
FFO attributable to common shareholders and unitholders |
|
$ |
(6,167 |
) |
|
$ |
6,487 |
|
|
$ |
(11,345 |
) |
|
$ |
17,535 |
|
Termination fee income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(174 |
) |
Change in fair value of interest rate cap |
|
|
— |
|
|
|
172 |
|
|
|
— |
|
|
|
7 |
|
Amortization of deferred financing costs |
|
|
105 |
|
|
|
1,870 |
|
|
|
223 |
|
|
|
3,590 |
|
Company FFO attributable to common shareholders and unitholders |
|
$ |
(6,062 |
) |
|
$ |
8,529 |
|
|
$ |
(11,122 |
) |
|
$ |
20,958 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per diluted common share and unit |
|
$ |
(0.11 |
) |
|
$ |
0.12 |
|
|
$ |
(0.20 |
) |
|
$ |
0.31 |
|
Company FFO per diluted common share and unit |
|
$ |
(0.11 |
) |
|
$ |
0.15 |
|
|
$ |
(0.20 |
) |
|
$ |
0.38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Common Shares and Units Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
36,291 |
|
|
|
35,483 |
|
|
|
35,983 |
|
|
|
35,588 |
|
Weighted average OP units outstanding |
|
|
19,515 |
|
|
|
20,158 |
|
|
|
19,815 |
|
|
|
20,188 |
|
Weighted average common shares and units outstanding |
|
|
55,806 |
|
|
|
55,641 |
|
|
|
55,798 |
|
|
|
55,776 |
|