UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 |
Results of Operations and Financial Condition. |
On March 10, 2021 the Company issued a press release regarding its financial results for the quarter and year ended December 31, 2020. A copy of the press release is furnished as Exhibit 99.1 to this report.
In addition, on March 10, 2021 the Company published certain supplementary financial information relating to the quarter and year ended December 31, 2020. Such information is furnished as Exhibit 99.2 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01 |
Regulation FD. |
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
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Description |
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99.1 |
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99.2 |
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104 |
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Cover Page Interactive Data File (embedded within Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SERITAGE GROWTH PROPERTIES |
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By: |
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/s/ Matthew Fernand |
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Matthew Fernand |
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Executive Vice President, General Counsel & Secretary |
Date: March 10, 2021
Exhibit 99.1
Seritage Growth Properties Reports Fourth Quarter and Full Year 2020 Operating Results
New York, NY – March 10, 2021 – Seritage Growth Properties (NYSE: SRG) (the “Company”), a national owner of 183 retail and mixed-use properties totaling approximately 26.5 million square feet of gross leasable area (“GLA”), today reported financial and operating results for the quarter and year ended December 31, 2020.
Summary Financial Results
For the quarter ended December 31, 2020:
• |
Net loss attributable to common shareholders of $35.6 million, or $0.92 per share |
• |
Total Net Operating Income (“Total NOI”) of $8.7 million |
• |
Funds from Operations (“FFO”) of ($16.2) million, or ($0.29) per share |
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Company FFO of ($17.9) million, or ($0.32) per share |
For the year ended December 31, 2020:
• |
Net loss attributable to common shareholders of $109.9 million, or $2.87 per share |
• |
Total NOI of $37.8 million |
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FFO of ($81.0) million, or ($1.45) per share |
• |
Company FFO of ($88.6) million, or ($1.59) per share |
“During the fourth quarter of 2020, we continued to recommence redevelopment projects paused during the pandemic. Our active development spend on suburban projects of $85 million should generate annual base rent of $19 million, with $6 million in annual base rent already commenced in 2020. Overall in 2020, we opened stores representing 875,000 square feet and $15 million of annual base rent, with substantially all of that activity occurring during the COVID-19 pandemic. Throughout the fourth quarter and as we look forward to 2021, we remain focused on advancing our premier projects. Finally, we continued with our asset monetization efforts, generating $145 million in gross proceeds during the fourth quarter and $417 million in gross proceeds for 2020, while culling our portfolio to a more focused group of 183 assets in the process,” said Edward S. Lampert, Chairman of the Board of Trustees.
“We are also very pleased to have appointed Andrea Olshan, an experienced real estate executive, as our new Chief Executive Officer and President who will join the Company on March 16th. We are looking forward to Andrea’s fresh perspective on how to maximize value across the Company and throughout the portfolio,” Mr. Lampert continued.
Operating Results
During the quarter ended December 31, 2020, the Company signed new leases totaling 173,000 square feet at an average base rent of $15.07 PSF, and for the year ended December 31, 2020, the Company signed new leases totaling 445,000 square feet at an average base rent of $18.12 PSF.
The table below provides a summary of all signed leases as of December 31, 2020, including unconsolidated entities at the Company’s proportional share:
1
(in thousands except number of leases and PSF data) |
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Number of |
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Leased |
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% of Total |
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Annual |
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% of Total |
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Annual |
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Tenant |
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Leases |
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GLA |
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Leased GLA |
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Rent |
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Annual Rent |
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Rent PSF |
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In-place diversified leases |
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251 |
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6,196 |
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72.3 |
% |
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$ |
96,065 |
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63.8 |
% |
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$ |
15.50 |
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SNO diversified leases |
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125 |
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2,369 |
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27.7 |
% |
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54,538 |
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36.2 |
% |
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23.02 |
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Total |
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376 |
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8,565 |
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100.0 |
% |
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$ |
150,603 |
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100.0 |
% |
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$ |
17.58 |
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(1) |
SNO = signed not yet opened leases. |
The table below provides a reconciliation of SNO leases from December 31, 2020 to December 31, 2019, including unconsolidated entities at the Company’s proportional share:
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Total |
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Number of |
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Annual |
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Annual |
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SNO Leases |
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GLA |
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Rent |
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Rent PSF |
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As of December 31, 2019 |
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174 |
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4,204 |
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$ |
84,348 |
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$ |
20.07 |
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Opened (1) |
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(26 |
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(803 |
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(13,896 |
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17.31 |
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Sold / contributed to JVs / terminated |
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(53 |
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(1,454 |
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(23,459 |
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16.14 |
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Signed (1) |
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30 |
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422 |
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7,545 |
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17.89 |
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As of December 31, 2020 |
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125 |
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2,369 |
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$ |
54,538 |
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$ |
23.02 |
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(1) |
Opened and signed excludes 3 leases that were both signed and opened in 2020 |
During the year ended December 31, 2020, the majority of the $23.5 million of SNO leases that were sold, contributed to unconsolidated entities or terminated were comprised of leases terminated with fitness, entertainment and food & beverage tenants for which the Company had not yet deployed significant amounts of capital. The Company continues to evaluate and prioritize its SNO leases based upon tenant health, asset quality, risk-adjusted returns and near-term income opportunities.
In addition, during the fourth quarter of 2020, Transform Holdco LLC (“Holdco”), an affiliate of ESL Investments, Inc., terminated the five remaining leases related to wholly owned properties effective in March 2021, and as a result, the Company has no remaining properties leased to Sears or Kmart.
Redevelopment
During the quarter ended December 31, 2020, the Company continued work on certain suburban retail redevelopment projects. The Company had previously resumed $46 million of suburban retail development activity which was expected to generate total potential annual base rent of $13 million. As of December 31, 2020, for those projects $31 million has been incurred and $6 million of annual base rent has commenced with the remaining potential annual base rent expected to commence in the next twelve months, subject to tenant opening schedules. In addition, during the fourth quarter, the Company resumed $39 million of additional suburban retail development activity with total potential annual base rent of $6 million, with the majority expected to commence in the next twelve months, subject to tenant opening schedules.
The Company also continued to advance both its previously underway premier projects in Aventura (FL), Santa Monica (CA) and La Jolla (CA), and its pipeline of such projects, including its two previously announced multifamily projects, in Redmond (WA) and Dallas (TX), each of which represents the first phase of larger, mixed-use developments. A multifamily project in Lynwood (WA) in its joint venture with Brookfield Properties Retail and AvalonBay Communities (NYSE: AVB), is also underway and has been scheduled for opening in the fourth quarter of 2021. A previously announced multifamily project in Chicago (IL) was sold during the year ended December 31, 2020.
During the quarter ended December 31, 2020, the Company, together with Foulger-Pratt and The Howard Hughes Corporation (NYSE: HHC), announced that it had entered into an initial agreement with the City of Alexandria and Inova Health System to advance the development of a 4.0 million square-foot mixed-use community to include a new hospital campus at the site of the former Landmark Mall.
The remainder of the Company’s previously announced redevelopment projects remain on hold due to the COVID-19 pandemic. The Company deems this approach to capital deployment prudent given the uncertainty regarding tenants’ ability to construct and open new stores and the feasibility of sustaining labor levels with safe working conditions.
Transactions
Total monetization activity for the year ended December 31, 2020 consisted of 32 properties and 16 outparcels totaling 4.8 million square feet and $417 million of gross proceeds. During the quarter ended December 31, 2020, the Company monetized 13 properties and four outparcels totaling 1.6 million square feet and generated $145 million of gross proceeds, including the sale of 50% interests
2
in three assets held in unconsolidated entities. Fourth quarter activity included the sale of three sites previously identified as large-scale redevelopment opportunities in Overland (KS), Atlanta (GA), and Newark (CA) where the Company obtained appropriate value today relative to the risk-adjusted returns on the redevelopment projects. Of the fourth quarter transactions:
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$62.6 million of the gross proceeds were from income-producing properties sold at a blended cap rate of 7.5%, excluding Guaynabo (PR) the remaining income-producing assets sold at a blended cap rate of 6.8%. |
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An additional $46.5 million of gross proceeds were from vacant assets sold at $59 PSF (including Newark (CA)). The sale of these vacant assets eliminates $1.6 million of annual carry costs. |
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The remaining $35.9 million of gross proceeds included the sale of the 50% interest in three properties held in unconsolidated entities. |
Subsequent to December 31, 2020, the Company sold three properties for aggregate gross proceeds of $28.4 million and, as of March 9, 2021, the Company had assets under contract for sale representing anticipated gross proceeds of $84.5 million, subject to buyer diligence and closing conditions.
Since it began its capital recycling program in July 2017, the Company has raised over $1.1 billion of gross cash proceeds from the sale or joint venture of interests in 97 properties, plus outparcels at various properties.
Balance Sheet and Liquidity
As of December 31, 2020, the Company had cash on hand of $161.2 million, including $6.5 million of restricted cash, and, after taking into account one transaction which closed on December 31, 2020, but funded on January 4, 2021. Subsequent to December 31, 2020, the Company had closed asset sales totaling $28.4 million and as of March 9, 2021 had additional asset sales under contract for anticipated gross proceeds of $84.5 million, subject to buyer diligence and closing conditions. The Company expects to use these sources of liquidity, together with a combination of future sales, partnerships and/or potential credit and capital markets transactions to fund its operations and development activity.
The availability of funding from sales of assets, partnerships and credit or capital markets transactions is subject to various conditions, including the consent of the Company’s lender under its $1.6 billion term loan facility (the “Term Loan Facility”), and there can be no assurance that such transactions will be consummated.
The Term Loan Facility includes a $400.0 million Incremental Funding Facility, access to which is subject to rental income from non-Sears Holdings tenants of at least $200.0 million, on an annualized basis and after giving effect to SNO leases expected to commence rent payment within 12 months, which the Company has not yet achieved. The timing of the Company’s ability to access the Incremental Funding Facility, if at all, will be adversely impacted by the COVID-19 pandemic. The Term Loan Facility also permits the deferral of interest payments based on the amount of Available Cash (as defined in the amendment to the Term Loan Facility) for each period. As of December 31, 2020, the Company has not deferred any interest and had paid all interest due under the Term Loan Facility.
Dividends
On December 17, 2020, the Company’s Board of Trustees declared a preferred stock dividend of $0.4375 per each Series A Preferred Share. The preferred dividend was paid on January 15, 2021 to holders of record on December 31, 2020.
On February 23, 2021, the Company’s Board of Trustees declared a preferred stock dividend of $0.4375 per each Series A Preferred Share. The preferred dividend will be paid on April 15, 2021 to holders of record on March 31, 2021.
The Company’s Board of Trustees does not expect to declare dividends on its common shares in 2021 unless required to do so to maintain REIT status.
Financial Results
The table below provides a summary of the Company’s financial results for the quarter and year ended December 31, 2020 and December 31, 2019:
3
(in thousands except per share amounts) |
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Quarter Ended December 31, |
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Year Ended December 31, |
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2020 |
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2019 |
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2020 |
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2019 |
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Net loss attributable to common shareholders |
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$ |
(35,606 |
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$ |
(25,874 |
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$ |
(109,926 |
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$ |
(64,297 |
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Net loss per share attributable to common shareholders |
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(0.92 |
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(0.70 |
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(2.87 |
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(1.77 |
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Total NOI |
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8,646 |
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19,083 |
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37,757 |
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72,667 |
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FFO |
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(16,156 |
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(20,059 |
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(80,998 |
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(33,793 |
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FFO per share |
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(0.29 |
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(0.36 |
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(1.45 |
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(0.61 |
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Company FFO |
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(17,899 |
) |
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(14,966 |
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(88,583 |
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(33,896 |
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Company FFO per share |
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(0.32 |
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(0.27 |
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(1.59 |
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(0.61 |
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Net Loss
The following items contributed to the net loss for the quarter and year ended December 31, 2020:
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Reduced rental income as a result of recapture and termination activity under the Master Lease with Transform Holdco LLC, an affiliate of ESL Investments, Inc. (the “Holdco Master Lease”) and the recognition of rental income deemed to be uncollectible; |
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The impairment of certain assets including $47.7 million recognized on vacant assets and several partially stabilized assets that are leased primarily to theater and fitness tenants which have been negatively impacted by COVID-19 during the quarter ended December 31, 2020; |
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Gains on asset sales of $28.6 million and $88.6 million during the quarter and year ended December 31, 2020, respectively; and, |
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Reduced general and administrative expenses, primarily due to reductions in share-based compensation and compensation costs related to the resignation of two executives in 2020. |
Total NOI
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The decrease in Total NOI was driven primarily by (i) reduced rental income as a result of recapture and termination activity under the Holdco Master Lease and (ii) the recognition of rental income deemed uncollectible for the quarter and year ended December 31, 2020, respectively. |
FFO and Company FFO
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The decrease in FFO was driven primarily by the same factors driving the decreases in Total NOI, partially offset by reduced general and administrative expenses related to reductions in compensation costs due to the resignation of certain executives. |
COVID-19 Pandemic
The COVID-19 pandemic continues to have a significant impact on the real estate industry in the United States, including the Company’s properties. As of December 31, 2020, the Company had collected 93% of rental income for the quarter ended December 31, 2020, and agreed to defer an additional 4%. As of March 5, 2021, the Company had also collected 95% of January and February 2021 rental income, and agreed to defer an additional 2%. While the Company intends to enforce its contractual rights under its leases, there can be no assurance that tenants will meet their future obligations or that additional rental modifications will not be necessary.
The Company continues to maintain a cautious approach as it responds to the evolving COVID-19 pandemic with an emphasis on managing its cash resources and preserving the value of its assets and its platform. The Company expects to continue monetizing appropriate assets and selectively allocating capital to the assets with opportunistic risk-adjusted returns in the Company’s portfolio.
As a result of the fluidity and uncertainty surrounding the nation’s response to and limitations as a result of the pandemic, the Company expects that these conditions will change, potentially significantly, in future periods and results for the quarter and year ended December 31, 2020 may not be indicative of the impact of the COVID-19 pandemic on the Company’s business for future periods. As such, the Company cannot reasonably estimate the impact of COVID-19 on its financial condition, results of operations or cash flows over the foreseeable future.
Supplemental Report
A Supplemental Report will be available in the Investors section of the Company’s website, www.seritage.com.
4
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 the Company deems most comparable have been provided in the tables accompanying this press release.
Net Operating Income ("NOI”) and Total NOI
NOI is defined as income from property operations less property operating expenses. Other REITs may use different methodologies for calculating NOI, and accordingly the Company’s depiction of NOI may not be comparable to other REITs. The Company believes NOI provides useful information regarding Seritage, its financial condition, and results of operations because it reflects only those income and expense items that are incurred at the property level.
The Company also uses Total NOI, which includes its proportional share of unconsolidated properties. This form of presentation offers insights into the financial performance and condition of the Company as a whole given the Company’s ownership of unconsolidated properties that are accounted for under GAAP using the equity method.
The Company also considers NOI and Total NOI to be a helpful supplemental measure of its operating performance because it excludes from NOI variable items such as termination fee income, as well as non-cash items such as straight-line rent and amortization of lease intangibles.
Funds from Operations ("FFO") and Company FFO
FFO is calculated in accordance with NAREIT which defines FFO as net income computed in accordance with GAAP, excluding gains (or losses) from property sales, real estate related depreciation and amortization, and impairment charges on depreciable real estate assets. The Company considers FFO a helpful supplemental measure of the operating performance for equity REITs and a complement to GAAP measures because it is a recognized measure of performance by the real estate industry.
The Company makes certain adjustments to FFO, which it refers to as Company FFO, to account for certain non-cash and non-comparable items, such as termination fee income, unrealized loss on interest rate cap, litigation charges, acquisition-related expenses, amortization of deferred financing costs and certain up-front-hiring costs, that it does not believe are representative of ongoing operating results.
5
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: declines in retail, real estate and general economic conditions; the impact of the COVID-19 pandemic on the business of the Company’s tenants and business, income, cash flow, results of operations, financial condition, liquidity, prospects, ability to service the Company’s debt obligations and ability to pay dividends and other distributions to shareholders, the Company’s historical exposure to Sears Holdings and the effects of its previously announced bankruptcy filing; the litigation filed against us and other defendants in the Sears Holdings adversarial proceeding pending in bankruptcy court; Holdco’s termination and other rights under its master lease with us; competition in the real estate and retail industries; risks relating to recapture and redevelopment activities; contingencies to the commencement of rent under leases; the terms of the Company’s indebtedness; restrictions with which the Company is required to comply in order to maintain REIT status and other legal requirements to which the Company is subject; failure to achieve expected occupancy and/or rent levels within the projected time frame or at all; the impact of ongoing negative operating cash flow on the Company’s ability to fund operations and ongoing development; the Company’s ability to access or obtain sufficient sources of financing to fund the Company’s liquidity needs; the Company’s relatively limited history as an operating company; and environmental, health, safety and land use laws and regulations. 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, 2020, and the risk factors relating to Sears Holdings and Holdco therein. 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
Seritage Growth Properties is a publicly-traded, self-administered and self-managed REIT with 158 wholly-owned properties and 25 unconsolidated properties totaling approximately 26.5 million square feet of space across 41 states and Puerto Rico. The Company was formed to unlock the underlying real estate value of a high-quality retail portfolio it acquired from Sears Holdings in July 2015. The Company’s mission is to create long-term value for shareholders by realizing the value of the Company’s portfolio through re-leasing, redevelopment, formation of strategic partnerships or other bespoke solutions.
Contact
Seritage Growth Properties
646-277-1268
6
IR@Seritage.com
Seritage Growth Properties
CONDENSED Consolidated Balance SheetS
(In thousands, except share and per share amounts)
(Unaudited)
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December 31, 2020 |
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December 31, 2019 |
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ASSETS |
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Investment in real estate |
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Land |
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$ |
592,770 |
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$ |
667,004 |
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Buildings and improvements |
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1,107,532 |
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1,112,653 |
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Accumulated depreciation |
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(142,206 |
) |
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(147,696 |
) |
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1,558,096 |
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1,631,961 |
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Construction in progress |
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352,776 |
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338,672 |
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Net investment in real estate |
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1,910,872 |
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1,970,633 |
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Real estate held for sale |
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1,864 |
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5,275 |
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Investment in unconsolidated joint ventures |
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457,033 |
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445,077 |
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Cash and cash equivalents |
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143,728 |
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139,260 |
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Restricted cash |
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6,526 |
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— |
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Tenant and other receivables, net |
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46,570 |
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54,470 |
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Lease intangible assets, net |
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18,595 |
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68,153 |
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Prepaid expenses, deferred expenses and other assets, net |
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63,755 |
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67,744 |
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Total assets |
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$ |
2,648,943 |
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$ |
2,750,612 |
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|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Term loan facility, net |
|
$ |
1,598,909 |
|
|
$ |
1,598,487 |
|
Sales-leaseback financing obligations |
|
|
20,425 |
|
|
|
— |
|
Accounts payable, accrued expenses and other liabilities |
|
|
146,882 |
|
|
|
108,755 |
|
Total liabilities |
|
|
1,766,216 |
|
|
|
1,707,242 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' Equity |
|
|
|
|
|
|
|
|
Class A common shares $0.01 par value; 100,000,000 shares authorized; 38,896,428 and 36,897,364 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively |
|
|
389 |
|
|
|
369 |
|
Class B common shares $0.01 par value; 5,000,000 shares authorized; 0 and 1,242,536 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively |
|
|
— |
|
|
|
12 |
|
Series A preferred shares $0.01 par value; 10,000,000 shares authorized; 2,800,000 shares issued and outstanding as of December 31, 2020 and December 31, 2019; liquidation preference of $70,000 |
|
|
28 |
|
|
|
28 |
|
Additional paid-in capital |
|
|
1,177,260 |
|
|
|
1,149,721 |
|
Accumulated deficit |
|
|
(528,636 |
) |
|
|
(418,711 |
) |
Total shareholders' equity |
|
|
649,041 |
|
|
|
731,419 |
|
Non-controlling interests |
|
|
233,686 |
|
|
|
311,951 |
|
Total equity |
|
|
882,727 |
|
|
|
1,043,370 |
|
Total liabilities and equity |
|
$ |
2,648,943 |
|
|
$ |
2,750,612 |
|
7
Seritage Growth Properties
CONDENSED Consolidated Statements of OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
|
|
Quarter Ended December 31, |
|
|
|
Year Ended December 31, |
|
||||||||||
|
|
2020 |
|
|
2019 |
|
|
|
2020 |
|
|
2019 |
|
||||
REVENUE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
|
$ |
27,478 |
|
|
$ |
37,927 |
|
|
|
$ |
116,202 |
|
|
$ |
167,035 |
|
Management and other fee income |
|
|
174 |
|
|
|
(1,293 |
) |
|
|
|
293 |
|
|
|
1,598 |
|
Total revenue |
|
|
27,652 |
|
|
|
36,634 |
|
|
|
|
116,495 |
|
|
|
168,633 |
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating |
|
|
11,012 |
|
|
|
11,122 |
|
|
|
|
41,164 |
|
|
|
42,123 |
|
Real estate taxes |
|
|
8,672 |
|
|
|
9,080 |
|
|
|
|
36,768 |
|
|
|
38,595 |
|
Depreciation and amortization |
|
|
14,551 |
|
|
|
36,578 |
|
|
|
|
95,997 |
|
|
|
104,581 |
|
General and administrative |
|
|
(418 |
) |
|
|
12,970 |
|
|
|
|
28,849 |
|
|
|
39,156 |
|
Total expenses |
|
|
33,817 |
|
|
|
69,750 |
|
|
|
|
202,778 |
|
|
|
224,455 |
|
Gain on sale of real estate |
|
|
28,596 |
|
|
|
25,786 |
|
|
|
|
88,555 |
|
|
|
71,104 |
|
Gain on sale of interests in unconsolidated joint ventures |
|
|
1,758 |
|
|
|
— |
|
|
|
|
1,758 |
|
|
|
— |
|
Impairment of real estate assets |
|
|
(47,701 |
) |
|
|
— |
|
|
|
|
(64,108 |
) |
|
|
— |
|
Equity in loss of unconsolidated joint ventures |
|
|
(2,161 |
) |
|
|
(3,656 |
) |
|
|
|
(4,712 |
) |
|
|
(17,994 |
) |
Interest and other income |
|
|
934 |
|
|
|
635 |
|
|
|
|
3,394 |
|
|
|
6,824 |
|
Interest expense |
|
|
(24,916 |
) |
|
|
(26,878 |
) |
|
|
|
(91,316 |
) |
|
|
(94,519 |
) |
Loss before income taxes |
|
|
(49,655 |
) |
|
|
(37,229 |
) |
|
|
|
(152,712 |
) |
|
|
(90,407 |
) |
Provision for income taxes |
|
|
(37 |
) |
|
|
(113 |
) |
|
|
|
(252 |
) |
|
|
(196 |
) |
Net loss |
|
|
(49,692 |
) |
|
|
(37,342 |
) |
|
|
|
(152,964 |
) |
|
|
(90,603 |
) |
Net loss attributable to non-controlling interests |
|
|
15,311 |
|
|
|
12,693 |
|
|
|
|
47,938 |
|
|
|
31,206 |
|
Net loss attributable to Seritage |
|
$ |
(34,381 |
) |
|
$ |
(24,649 |
) |
|
|
$ |
(105,026 |
) |
|
$ |
(59,397 |
) |
Preferred dividends |
|
|
(1,225 |
) |
|
|
(1,225 |
) |
|
|
|
(4,900 |
) |
|
|
(4,900 |
) |
Net loss attributable to Seritage common shareholders |
|
$ |
(35,606 |
) |
|
$ |
(25,874 |
) |
|
|
$ |
(109,926 |
) |
|
$ |
(64,297 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share attributable to Seritage Class A and Class C common shareholders - Basic |
|
$ |
(0.92 |
) |
|
$ |
(0.70 |
) |
|
|
$ |
(2.87 |
) |
|
$ |
(1.77 |
) |
Net loss per share attributable to Seritage Class A and Class C common shareholders - Diluted |
|
$ |
(0.92 |
) |
|
$ |
(0.70 |
) |
|
|
$ |
(2.87 |
) |
|
$ |
(1.77 |
) |
Weighted average Class A and Class C common shares outstanding - Basic |
|
|
38,675 |
|
|
|
36,846 |
|
|
|
|
38,298 |
|
|
|
36,413 |
|
Weighted average Class A and Class C common shares outstanding - Diluted |
|
|
38,675 |
|
|
|
36,846 |
|
|
|
|
38,298 |
|
|
|
36,413 |
|
8
Reconciliation of Net Loss to NOI and Total NOI (in thousands)
|
|
Quarter Ended December 31, |
|
|
Year Ended December 31, |
||||||||||||
NOI and Total NOI |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
|
||||
Net loss |
|
$ |
(49,692 |
) |
|
$ |
(37,342 |
) |
|
$ |
(152,964 |
) |
|
$ |
(90,603 |
) |
|
Termination fee income |
|
|
(1,314 |
) |
|
|
(20 |
) |
|
|
(7,604 |
) |
|
|
(5,545 |
) |
|
Management and other fee income |
|
|
(174 |
) |
|
|
1,293 |
|
|
|
(293 |
) |
|
|
(1,598 |
) |
|
Depreciation and amortization |
|
|
14,551 |
|
|
|
36,578 |
|
|
|
95,997 |
|
|
|
104,581 |
|
|
General and administrative expenses |
|
|
(418 |
) |
|
|
12,970 |
|
|
|
28,849 |
|
|
|
39,156 |
|
|
Equity in loss of unconsolidated joint ventures |
|
|
2,161 |
|
|
|
3,656 |
|
|
|
4,712 |
|
|
|
17,994 |
|
|
Gain on sale of interests in unconsolidated joint ventures |
|
|
(1,758 |
) |
|
|
— |
|
|
|
(1,758 |
) |
|
|
— |
|
|
Gain on sale of real estate |
|
|
(28,596 |
) |
|
|
(25,786 |
) |
|
|
(88,555 |
) |
|
|
(71,104 |
) |
|
Impairment on real estate assets |
|
|
47,701 |
|
|
|
— |
|
|
|
64,108 |
|
|
|
— |
|
|
Interest and other income |
|
|
(934 |
) |
|
|
(635 |
) |
|
|
(3,394 |
) |
|
|
(6,824 |
) |
|
Interest expense |
|
|
24,916 |
|
|
|
26,878 |
|
|
|
91,316 |
|
|
|
94,519 |
|
|
Provision for income taxes |
|
|
37 |
|
|
|
113 |
|
|
|
252 |
|
|
|
196 |
|
|
Straight-line rent adjustment |
|
|
1,362 |
|
|
|
35 |
|
|
|
4,983 |
|
|
|
(15,590 |
) |
|
Above/below market rental income/expense |
|
|
(116 |
) |
|
|
(113 |
) |
|
|
(1,793 |
) |
|
|
(495 |
) |
|
NOI |
|
$ |
7,726 |
|
|
$ |
17,627 |
|
|
$ |
33,856 |
|
|
$ |
64,687 |
|
|
Unconsolidated entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOI of unconsolidated joint ventures |
|
|
1,825 |
|
|
|
1,606 |
|
|
|
6,122 |
|
|
|
9,851 |
|
|
Straight-line rent |
|
|
(274 |
) |
|
|
(115 |
) |
|
|
(681 |
) |
|
|
(152 |
) |
|
Above/below market rental income/expense |
|
|
(97 |
) |
|
|
(35 |
) |
|
|
(713 |
) |
|
|
(1,719 |
) |
|
Termination fee income |
|
|
(534 |
) |
|
|
— |
|
|
|
(827 |
) |
|
|
— |
|
|
Total NOI |
|
$ |
8,646 |
|
|
$ |
19,083 |
|
|
$ |
37,757 |
|
|
$ |
72,667 |
|
|
9
Reconciliation of Net Loss to FFO and Company FFO (in thousands)
|
|
Quarter Ended December 31, |
|
|
Year Ended December 31, |
|
||||||||||
FFO and Company FFO |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
Net loss |
|
$ |
(49,692 |
) |
|
$ |
(37,342 |
) |
|
$ |
(152,964 |
) |
|
$ |
(90,603 |
) |
Real estate depreciation and amortization (consolidated properties) |
|
|
14,017 |
|
|
|
36,053 |
|
|
|
93,963 |
|
|
|
102,439 |
|
Real estate depreciation and amortization (unconsolidated joint ventures) |
|
|
3,397 |
|
|
|
8,241 |
|
|
|
9,108 |
|
|
|
30,375 |
|
Gain on sale of interests in unconsolidated joint ventures |
|
|
(1,758 |
) |
|
|
— |
|
|
|
(1,758 |
) |
|
|
— |
|
Gain on sale of real estate |
|
|
(28,596 |
) |
|
|
(25,786 |
) |
|
|
(88,555 |
) |
|
|
(71,104 |
) |
Impairment on real estate assets |
|
|
47,701 |
|
|
|
— |
|
|
|
64,108 |
|
|
|
— |
|
Dividends on preferred shares |
|
|
(1,225 |
) |
|
|
(1,225 |
) |
|
|
(4,900 |
) |
|
|
(4,900 |
) |
FFO attributable to common shareholders and unitholders |
|
$ |
(16,156 |
) |
|
$ |
(20,059 |
) |
|
$ |
(80,998 |
) |
|
$ |
(33,793 |
) |
Termination fee income |
|
|
(1,314 |
) |
|
|
(20 |
) |
|
|
(7,604 |
) |
|
|
(5,545 |
) |
Unconsolidated entity termination fee income |
|
|
(534 |
) |
|
|
— |
|
|
|
(827 |
) |
|
|
— |
|
Amortization of deferred financing costs |
|
|
105 |
|
|
|
105 |
|
|
|
421 |
|
|
|
434 |
|
Mortgage recording costs |
|
|
— |
|
|
|
5,008 |
|
|
|
— |
|
|
|
5,008 |
|
Severance costs |
|
|
— |
|
|
|
— |
|
|
|
425 |
|
|
|
— |
|
Company FFO attributable to common shareholders and unitholders |
|
$ |
(17,899 |
) |
|
$ |
(14,966 |
) |
|
$ |
(88,583 |
) |
|
$ |
(33,896 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per diluted common share and unit |
|
$ |
(0.29 |
) |
|
$ |
(0.36 |
) |
|
$ |
(1.45 |
) |
|
$ |
(0.61 |
) |
Company FFO per diluted common share and unit |
|
$ |
(0.32 |
) |
|
$ |
(0.27 |
) |
|
$ |
(1.59 |
) |
|
$ |
(0.61 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Common Shares and Units Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
38,675 |
|
|
|
36,846 |
|
|
|
38,298 |
|
|
|
36,413 |
|
Weighted average OP Units outstanding |
|
|
17,255 |
|
|
|
18,956 |
|
|
|
17,576 |
|
|
|
19,387 |
|
Weighted average common shares and units outstanding |
|
|
55,930 |
|
|
|
55,802 |
|
|
|
55,874 |
|
|
|
55,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
11
Exhibit 99.2
SUPPLEMENTAL INFORMATION || PERIOD ENDED DECEMBER 31, 2020
INTRODUCTION |
|
|
|
Overview
Seritage Growth Properties (NYSE: SRG) (“Seritage” or the “Company”) is a fully-integrated, self-administered and self-managed REIT that is principally engaged in the acquisition, ownership, development, redevelopment, management, and leasing of diversified retail and mixed-use real estate throughout the United States.
As of December 31, 2020, the Company’s portfolio consisted of interests in 183 properties totaling approximately 26.5 million square feet of gross leasable area, including 158 wholly owned properties totaling approximately 24.5 million square feet of GLA across 41 states and Puerto Rico (the “Wholly Owned Properties”), and interests in 25 properties totaling approximately 1.9 million square feet of GLA across 13 states that are owned in unconsolidated entities (the “Unconsolidated Properties”).
The Company’s primary objective is to create value for its shareholders through the re-leasing and redevelopment of the majority of its Wholly Owned Properties and Unconsolidated Properties. In doing so, the Company expects to meaningfully grow net operating income while diversifying its tenant base and adding other uses to its properties to more fully realize the value of its portfolio. In order to achieve its objective, the Company intends to execute the following strategies:
• |
Maximize the value of vast land holdings through accretive densification; |
• |
Convert single-tenant buildings into multi-tenant properties at meaningfully higher rents; |
• |
Leverage existing and future joint venture relationships with leading real estate and financial partners; and |
• |
Maintain a flexible capital structure to support value creation activities. |
Background
The Company commenced operations on July 7, 2015 following a rights offering to the shareholders of Sears Holding Corporation (“Sears Holdings” or “Sears”) to purchase common shares of Seritage in order to fund, in part, the $2.7 billion acquisition of certain of Sears Holdings’ owned properties and its 50% interests in three joint ventures which were simultaneously leased back to Sears Holdings under a master lease agreement (the “Original Master Lease”).
As of December 31, 2020, the Company did not have any remaining properties leased to Holdco or Sears Holdings after giving effect to the pending termination of the last five Wholly Owned Properties which is scheduled to be completed in March 2021.
General Information
Unless the context indicates otherwise, references in this supplemental information package (the "Supplemental") to "Seritage Growth,” “Seritage,” the “Company,” or “SRG” refer to Seritage Growth Properties and its subsidiaries. Additionally, where reference is made to "GAAP", this refers to accounting principles generally accepted in the United States.
i
INTRODUCTION |
|
|
|
COVID-19 Pandemic
The COVID-19 pandemic continues to have a significant impact on the real estate industry in the United States, including the Company’s properties. As of December 31, 2020, the Company had collected 93% of rental income for the quarter ended December 31, 2020, and agreed to defer an additional 4%. As of March 5, 2021, the Company had also collected 95% of January and February 2021 rental income, and agreed to defer an additional 2%. While the Company intends to enforce its contractual rights under its leases, there can be no assurance that tenants will meet their future obligations or that additional rental modification agreements will not be necessary.
The Company continues to maintain a cautious approach as it responds to the evolving COVID-19 pandemic with an emphasis on managing its cash resources and preserving the value of its assets and its platform. The Company expects to continue monetizing appropriate assets and selectively allocating capital to the assets with opportunistic risk-adjusted returns.
As a result of the fluidity and uncertainty surrounding the nation’s response to and limitations as a result of the pandemic, the Company expects that conditions will change, potentially significantly, in future periods and, as such, results for the year ended December 31, 2020 may not be indicative of the impact of the COVID-19 pandemic on the Company’s business for future periods. As such, the Company cannot reasonably estimate the impact of COVID-19 on its financial condition, results of operations or cash flows over the foreseeable future.
ii
SUPPLEMENTAL FINANCIAL INFORMATION |
|
|
|
SERITAGE GROWTH PROPERTIES
SUPPLEMENTAL INFORMATION
PERIOD ENDED DECEMBER 31, 2020
|
|
Page |
|
1 |
|
|
|
|
|
|
|
|
2 |
|
|
3 |
|
|
|
|
|
|
|
|
4 |
|
|
5 |
|
|
6 |
|
|
7 |
|
|
|
|
|
|
|
|
9 |
|
|
12 |
|
|
13 |
|
|
14 |
|
|
15 |
|
|
17 |
|
|
|
|
|
|
|
|
22 |
|
|
23 |
3
SUPPLEMENTAL FINANCIAL INFORMATION |
|
|
|
|
|
|
|
|
|
|
Andrea Olshan |
|
President and Chief Executive Officer (1) |
|
Kenneth Lombard |
|
EVP and Chief Operating Officer |
Amanda Lombard |
|
EVP and Chief Financial Officer |
|
Mary Rottler |
|
EVP, Leasing and Operations |
Matthew Fernand |
|
EVP and General Counsel |
|
James Bry |
|
EVP, Development and Construction |
ir@seritage.com |
|
Investor Relations and Communications |
|
Andrew Galvin |
|
EVP, Investments |
|
|
646.277.1268 |
|
|
|
|
|
|
|
|
|
|
|
(1)Effective March 16, 2021 |
|
|
|
|
4
SUPPLEMENTAL FINANCIAL INFORMATION |
|
|
|
Summary Information
December 31, 2020
(in thousands, except per share and PSF amounts)
|
|
Quarter Ended December 31, |
|
|
Year Ended December 31, |
|
||||||||||
Financial Results |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
Net loss attributable to Seritage common shareholders (page 3) |
|
$ |
(35,606 |
) |
|
$ |
(25,874 |
) |
|
$ |
(109,926 |
) |
|
$ |
(64,297 |
) |
Total NOI (page 5) |
|
|
8,646 |
|
|
|
19,083 |
|
|
|
37,757 |
|
|
|
72,667 |
|
FFO (page 6) |
|
|
(16,156 |
) |
|
|
(20,059 |
) |
|
|
(80,998 |
) |
|
|
(33,793 |
) |
Company FFO (page 6) |
|
|
(17,899 |
) |
|
|
(14,966 |
) |
|
|
(88,583 |
) |
|
|
(33,896 |
) |
Net loss per diluted share attributable to Seritage common shareholders (page 3) |
|
$ |
(0.92 |
) |
|
$ |
(0.70 |
) |
|
$ |
(2.87 |
) |
|
$ |
(1.77 |
) |
FFO per diluted share (page 6) |
|
|
(0.29 |
) |
|
|
(0.36 |
) |
|
|
(1.45 |
) |
|
|
(0.61 |
) |
Company FFO per diluted share (page 6) |
|
|
(0.32 |
) |
|
|
(0.27 |
) |
|
|
(1.59 |
) |
|
|
(0.61 |
) |
Wtd. avg. diluted shares - EPS |
|
|
38,675 |
|
|
|
36,846 |
|
|
|
38,298 |
|
|
|
36,413 |
|
Wtd. avg diluted shares - FFO/share |
|
|
55,930 |
|
|
|
55,802 |
|
|
|
55,874 |
|
|
|
55,800 |
|
Stock trading price range |
|
$11.20 to $19.45 |
|
|
$39.02 to $45.50 |
|
|
$6.49 to $40.50 |
|
|
$32.98 to $46.49 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
As of |
|
||
Financial Ratios (page 4) |
|
|
|
|
|
|
|
|
|
December 31, 2020 |
|
|
December 31, 2019 |
|
||
Total debt to total market capitalization |
|
|
|
|
|
|
|
|
|
|
64.2 |
% |
|
|
41.0 |
% |
Net debt to total real estate investments |
|
|
|
|
|
|
|
|
|
|
56.2 |
% |
|
|
52.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
As of |
|
||
Property Data (page 9) |
|
|
|
|
|
|
|
|
|
December 31, 2020 |
|
|
December 31, 2019 |
|
||
Number of properties |
|
|
|
|
|
|
|
|
|
|
183 |
|
|
|
212 |
|
Gross leasable area (total / at share) |
|
|
|
|
|
|
|
|
|
28,509 / 26,470 |
|
|
33,371 / 31,046 |
|
||
Percentage leased (total / at share) |
|
|
|
|
|
|
|
|
|
32.6% / 32.4% |
|
|
42.6% / 42.9% |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020 |
|
|||||||||
|
|
|
|
|
|
|
|
|
|
% of Total |
|
|
|
|
|
|
Tenant Data (page 9) |
|
|
|
|
|
Annual Rent |
|
|
Annual Rent |
|
|
Annual Rent PSF |
|
|||
In-place diversified leases |
|
|
|
|
|
$ |
96,065 |
|
|
|
63.8 |
% |
|
$ |
15.50 |
|
Signed not yet opened ("SNO") diversified leases |
|
|
|
|
|
|
54,538 |
|
|
|
36.2 |
% |
|
|
23.02 |
|
Sears/Kmart |
|
|
|
|
|
|
— |
|
|
|
0.0 |
% |
|
|
— |
|
Total |
|
|
|
|
|
$ |
150,603 |
|
|
|
100.0 |
% |
|
$ |
17.58 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019 |
|
|||||||||
|
|
|
|
|
|
|
|
|
|
% of Total |
|
|
|
|
|
|
|
|
|
|
|
|
Annual Rent |
|
|
Annual Rent |
|
|
Annual Rent PSF |
|
|||
In-place diversified leases |
|
|
|
|
|
$ |
97,109 |
|
|
|
50.6 |
% |
|
$ |
13.79 |
|
SNO diversified leases |
|
|
|
|
|
|
84,348 |
|
|
|
43.9 |
% |
|
|
20.06 |
|
Sears/Kmart |
|
|
|
|
|
|
10,577 |
|
|
|
5.5 |
% |
|
|
5.10 |
|
Total |
|
|
|
|
|
$ |
192,034 |
|
|
|
100.0 |
% |
|
$ |
14.42 |
|
1
SUPPLEMENTAL FINANCIAL INFORMATION |
|
|
|
Condensed Consolidated Balance Sheets (unaudited)
December 31, 2020
(in thousands, except share and per share amounts)
|
|
December 31, 2020 |
|
|
December 31, 2019 |
|
||
ASSETS |
|
|
|
|
|
|
|
|
Investment in real estate |
|
|
|
|
|
|
|
|
Land |
|
$ |
592,770 |
|
|
$ |
667,004 |
|
Buildings and improvements |
|
|
1,107,532 |
|
|
|
1,112,653 |
|
Accumulated depreciation |
|
|
(142,206 |
) |
|
|
(147,696 |
) |
|
|
|
1,558,096 |
|
|
|
1,631,961 |
|
Construction in progress |
|
|
352,776 |
|
|
|
338,672 |
|
Net investment in real estate |
|
|
1,910,872 |
|
|
|
1,970,633 |
|
Real estate held for sale |
|
|
1,864 |
|
|
|
5,275 |
|
Investment in unconsolidated joint ventures |
|
|
457,033 |
|
|
|
445,077 |
|
Cash and cash equivalents |
|
|
143,728 |
|
|
|
139,260 |
|
Restricted cash |
|
|
6,526 |
|
|
|
— |
|
Tenant and other receivables, net |
|
|
46,570 |
|
|
|
54,470 |
|
Lease intangible assets, net |
|
|
18,595 |
|
|
|
68,153 |
|
Prepaid expenses, deferred expenses and other assets, net |
|
|
63,755 |
|
|
|
67,744 |
|
Total assets |
|
$ |
2,648,943 |
|
|
$ |
2,750,612 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Term loan facility, net |
|
$ |
1,598,909 |
|
|
$ |
1,598,487 |
|
Sales-leaseback financing obligations |
|
|
20,425 |
|
|
|
— |
|
Accounts payable, accrued expenses and other liabilities |
|
|
146,882 |
|
|
|
108,755 |
|
Total liabilities |
|
|
1,766,216 |
|
|
|
1,707,242 |
|
|
|
|
|
|
|
|
|
|
Shareholders' Equity |
|
|
|
|
|
|
|
|
Class A common shares $0.01 par value; 100,000,000 shares authorized; 38,896,428 and 36,897,364 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively |
|
|
389 |
|
|
|
369 |
|
Class B common shares $0.01 par value; 5,000,000 shares authorized; 0 and 1,242,536 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively |
|
|
— |
|
|
|
12 |
|
Series A preferred shares $0.01 par value; 10,000,000 shares authorized; 2,800,000 shares issued and outstanding as of December 31, 2020 and December 31, 2019; liquidation preference of $70,000 |
|
|
28 |
|
|
|
28 |
|
Additional paid-in capital |
|
|
1,177,260 |
|
|
|
1,149,721 |
|
Accumulated deficit |
|
|
(528,636 |
) |
|
|
(418,711 |
) |
Total shareholders' equity |
|
|
649,041 |
|
|
|
731,419 |
|
Non-controlling interests |
|
|
233,686 |
|
|
|
311,951 |
|
Total equity |
|
|
882,727 |
|
|
|
1,043,370 |
|
Total liabilities and equity |
|
$ |
2,648,943 |
|
|
$ |
2,750,612 |
|
2
SUPPLEMENTAL FINANCIAL INFORMATION |
|
|
|
Condensed Consolidated Statements of Operations (unaudited)
December 31, 2020
(in thousands, except per share amounts)
|
|
Quarter Ended December 31, |
|
|
|
Year Ended December 31, |
|
||||||||||
|
|
2020 |
|
|
2019 |
|
|
|
2020 |
|
|
2019 |
|
||||
REVENUE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
|
$ |
27,478 |
|
|
$ |
37,927 |
|
|
|
$ |
116,202 |
|
|
$ |
167,035 |
|
Management and other fee income |
|
|
174 |
|
|
|
(1,293 |
) |
|
|
|
293 |
|
|
|
1,598 |
|
Total revenue |
|
|
27,652 |
|
|
|
36,634 |
|
|
|
|
116,495 |
|
|
|
168,633 |
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
Property operating |
|
|
11,012 |
|
|
|
11,122 |
|
|
|
|
41,164 |
|
|
|
42,123 |
|
Real estate taxes |
|
|
8,672 |
|
|
|
9,080 |
|
|
|
|
36,768 |
|
|
|
38,595 |
|
Depreciation and amortization |
|
|
14,551 |
|
|
|
36,578 |
|
|
|
|
95,997 |
|
|
|
104,581 |
|
General and administrative |
|
|
(418 |
) |
|
|
12,970 |
|
|
|
|
28,849 |
|
|
|
39,156 |
|
Total expenses |
|
|
33,817 |
|
|
|
69,750 |
|
|
|
|
202,778 |
|
|
|
224,455 |
|
Gain on sale of real estate |
|
|
28,596 |
|
|
|
25,786 |
|
|
|
|
88,555 |
|
|
|
71,104 |
|
Gain on sale of interests in unconsolidated joint ventures |
|
|
1,758 |
|
|
|
— |
|
|
|
|
1,758 |
|
|
|
— |
|
Impairment of real estate assets |
|
|
(47,701 |
) |
|
|
— |
|
|
|
|
(64,108 |
) |
|
|
— |
|
Equity in loss of unconsolidated joint ventures |
|
|
(2,161 |
) |
|
|
(3,656 |
) |
|
|
|
(4,712 |
) |
|
|
(17,994 |
) |
Interest and other income |
|
|
934 |
|
|
|
635 |
|
|
|
|
3,394 |
|
|
|
6,824 |
|
Interest expense |
|
|
(24,916 |
) |
|
|
(26,878 |
) |
|
|
|
(91,316 |
) |
|
|
(94,519 |
) |
Loss before income taxes |
|
|
(49,655 |
) |
|
|
(37,229 |
) |
|
|
|
(152,712 |
) |
|
|
(90,407 |
) |
Provision for income taxes |
|
|
(37 |
) |
|
|
(113 |
) |
|
|
|
(252 |
) |
|
|
(196 |
) |
Net loss |
|
|
(49,692 |
) |
|
|
(37,342 |
) |
|
|
|
(152,964 |
) |
|
|
(90,603 |
) |
Net loss attributable to non-controlling interests |
|
|
15,311 |
|
|
|
12,693 |
|
|
|
|
47,938 |
|
|
|
31,206 |
|
Net loss attributable to Seritage |
|
$ |
(34,381 |
) |
|
$ |
(24,649 |
) |
|
|
$ |
(105,026 |
) |
|
$ |
(59,397 |
) |
Preferred dividends |
|
|
(1,225 |
) |
|
|
(1,225 |
) |
|
|
|
(4,900 |
) |
|
|
(4,900 |
) |
Net loss attributable to Seritage common shareholders |
|
$ |
(35,606 |
) |
|
$ |
(25,874 |
) |
|
|
$ |
(109,926 |
) |
|
$ |
(64,297 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share attributable to Seritage Class A and Class C common shareholders - Basic |
|
$ |
(0.92 |
) |
|
$ |
(0.70 |
) |
|
|
$ |
(2.87 |
) |
|
$ |
(1.77 |
) |
Net loss per share attributable to Seritage Class A and Class C common shareholders - Diluted |
|
$ |
(0.92 |
) |
|
$ |
(0.70 |
) |
|
|
$ |
(2.87 |
) |
|
$ |
(1.77 |
) |
Weighted average Class A and Class C common shares outstanding - Basic |
|
|
38,675 |
|
|
|
36,846 |
|
|
|
|
38,298 |
|
|
|
36,413 |
|
Weighted average Class A and Class C common shares outstanding - Diluted |
|
|
38,675 |
|
|
|
36,846 |
|
|
|
|
38,298 |
|
|
|
36,413 |
|
3
SUPPLEMENTAL FINANCIAL INFORMATION |
|
|
|
Market Capitalization and Financial Ratios
December 31, 2020
(in thousands, except per share amounts)
|
|
As of |
|
|
As of |
|
||
Equity Market Capitalization |
|
December 31, 2020 |
|
|
December 31, 2019 |
|
||
Class A common shares outstanding |
|
|
38,896 |
|
|
|
36,897 |
|
OP units outstanding |
|
|
17,003 |
|
|
|
18,905 |
|
Total shares & units outstanding |
|
|
55,899 |
|
|
|
55,802 |
|
Share Price |
|
$ |
14.68 |
|
|
$ |
40.08 |
|
Equity market capitalization |
|
$ |
820,602 |
|
|
$ |
2,236,544 |
|
|
|
|
|
|
|
|
|
|
Total Market Capitalization |
|
|
|
|
|
|
|
|
Equity market capitalization |
|
$ |
820,602 |
|
|
$ |
2,236,544 |
|
Preferred equity |
|
|
70,000 |
|
|
|
70,000 |
|
Total debt |
|
|
1,600,000 |
|
|
|
1,600,000 |
|
Total market capitalization |
|
$ |
2,490,602 |
|
|
$ |
3,906,544 |
|
|
|
|
|
|
|
|
|
|
Financial Ratios |
|
|
|
|
|
|
|
|
Total debt to total market capitalization |
|
|
64.2 |
% |
|
|
41.0 |
% |
|
|
|
|
|
|
|
|
|
Total debt |
|
$ |
1,600,000 |
|
|
$ |
1,600,000 |
|
Cash and cash equivalents |
|
|
(150,254 |
) |
|
|
(139,260 |
) |
Net Debt |
|
$ |
1,449,746 |
|
|
$ |
1,460,740 |
|
|
|
|
|
|
|
|
|
|
Gross real estate investments |
|
$ |
2,123,760 |
|
|
$ |
2,354,787 |
|
Investment in unconsolidated joint ventures |
|
|
457,033 |
|
|
|
445,077 |
|
Total real estate investments |
|
$ |
2,580,793 |
|
|
$ |
2,799,864 |
|
|
|
|
|
|
|
|
|
|
Net debt to total real estate investments |
|
|
56.2 |
% |
|
|
52.2 |
% |
4
SUPPLEMENTAL FINANCIAL INFORMATION |
|
|
|
December 31, 2020
(in thousands)
|
|
Quarter Ended December 31, |
|
|
Year Ended December 31, |
||||||||||||
NOI and Total NOI |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
|
||||
Net loss |
|
$ |
(49,692 |
) |
|
$ |
(37,342 |
) |
|
$ |
(152,964 |
) |
|
$ |
(90,603 |
) |
|
Termination fee income |
|
|
(1,314 |
) |
|
|
(20 |
) |
|
|
(7,604 |
) |
|
|
(5,545 |
) |
|
Management and other fee income |
|
|
(174 |
) |
|
|
1,293 |
|
|
|
(293 |
) |
|
|
(1,598 |
) |
|
Depreciation and amortization |
|
|
14,551 |
|
|
|
36,578 |
|
|
|
95,997 |
|
|
|
104,581 |
|
|
General and administrative expenses |
|
|
(418 |
) |
|
|
12,970 |
|
|
|
28,849 |
|
|
|
39,156 |
|
|
Equity in loss of unconsolidated joint ventures |
|
|
2,161 |
|
|
|
3,656 |
|
|
|
4,712 |
|
|
|
17,994 |
|
|
Gain on sale of interests in unconsolidated joint ventures |
|
|
(1,758 |
) |
|
|
— |
|
|
|
(1,758 |
) |
|
|
— |
|
|
Gain on sale of real estate |
|
|
(28,596 |
) |
|
|
(25,786 |
) |
|
|
(88,555 |
) |
|
|
(71,104 |
) |
|
Impairment on real estate assets |
|
|
47,701 |
|
|
|
— |
|
|
|
64,108 |
|
|
|
— |
|
|
Interest and other income |
|
|
(934 |
) |
|
|
(635 |
) |
|
|
(3,394 |
) |
|
|
(6,824 |
) |
|
Interest expense |
|
|
24,916 |
|
|
|
26,878 |
|
|
|
91,316 |
|
|
|
94,519 |
|
|
Provision for income taxes |
|
|
37 |
|
|
|
113 |
|
|
|
252 |
|
|
|
196 |
|
|
Straight-line rent adjustment |
|
|
1,362 |
|
|
|
35 |
|
|
|
4,983 |
|
|
|
(15,590 |
) |
|
Above/below market rental income/expense |
|
|
(116 |
) |
|
|
(113 |
) |
|
|
(1,793 |
) |
|
|
(495 |
) |
|
NOI |
|
$ |
7,726 |
|
|
$ |
17,627 |
|
|
$ |
33,856 |
|
|
$ |
64,687 |
|
|
Unconsolidated entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOI of unconsolidated joint ventures |
|
|
1,825 |
|
|
|
1,606 |
|
|
|
6,122 |
|
|
|
9,851 |
|
|
Straight-line rent |
|
|
(274 |
) |
|
|
(115 |
) |
|
|
(681 |
) |
|
|
(152 |
) |
|
Above/below market rental income/expense |
|
|
(97 |
) |
|
|
(35 |
) |
|
|
(713 |
) |
|
|
(1,719 |
) |
|
Termination fee income |
|
|
(534 |
) |
|
|
— |
|
|
|
(827 |
) |
|
|
— |
|
|
Total NOI |
|
$ |
8,646 |
|
|
$ |
19,083 |
|
|
$ |
37,757 |
|
|
$ |
72,667 |
|
|
5
SUPPLEMENTAL FINANCIAL INFORMATION |
|
|
|
Funds from Operations and Company FFO
December 31, 2020
(in thousands, except per share amounts)
|
|
Quarter Ended December 31, |
|
|
Year Ended December 31, |
|
||||||||||
FFO and Company FFO |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
Net loss |
|
$ |
(49,692 |
) |
|
$ |
(37,342 |
) |
|
$ |
(152,964 |
) |
|
$ |
(90,603 |
) |
Real estate depreciation and amortization (consolidated properties) |
|
|
14,017 |
|
|
|
36,053 |
|
|
|
93,963 |
|
|
|
102,439 |
|
Real estate depreciation and amortization (unconsolidated joint ventures) |
|
|
3,397 |
|
|
|
8,241 |
|
|
|
9,108 |
|
|
|
30,375 |
|
Gain on sale of interests in unconsolidated joint ventures |
|
|
(1,758 |
) |
|
|
— |
|
|
|
(1,758 |
) |
|
|
— |
|
Gain on sale of real estate |
|
|
(28,596 |
) |
|
|
(25,786 |
) |
|
|
(88,555 |
) |
|
|
(71,104 |
) |
Impairment on real estate assets |
|
|
47,701 |
|
|
|
— |
|
|
|
64,108 |
|
|
|
— |
|
Dividends on preferred shares |
|
|
(1,225 |
) |
|
|
(1,225 |
) |
|
|
(4,900 |
) |
|
|
(4,900 |
) |
FFO attributable to common shareholders and unitholders |
|
$ |
(16,156 |
) |
|
$ |
(20,059 |
) |
|
$ |
(80,998 |
) |
|
$ |
(33,793 |
) |
Termination fee income |
|
|
(1,314 |
) |
|
|
(20 |
) |
|
|
(7,604 |
) |
|
|
(5,545 |
) |
Unconsolidated entity termination fee income |
|
|
(534 |
) |
|
|
— |
|
|
|
(827 |
) |
|
|
— |
|
Amortization of deferred financing costs |
|
|
105 |
|
|
|
105 |
|
|
|
421 |
|
|
|
434 |
|
Mortgage recording costs |
|
|
— |
|
|
|
5,008 |
|
|
|
— |
|
|
|
5,008 |
|
Severance costs |
|
|
— |
|
|
|
— |
|
|
|
425 |
|
|
|
— |
|
Company FFO attributable to common shareholders and unitholders |
|
$ |
(17,899 |
) |
|
$ |
(14,966 |
) |
|
$ |
(88,583 |
) |
|
$ |
(33,896 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per diluted common share and unit |
|
$ |
(0.29 |
) |
|
$ |
(0.36 |
) |
|
$ |
(1.45 |
) |
|
$ |
(0.61 |
) |
Company FFO per diluted common share and unit |
|
$ |
(0.32 |
) |
|
$ |
(0.27 |
) |
|
$ |
(1.59 |
) |
|
$ |
(0.61 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Common Shares and Units Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
38,675 |
|
|
|
36,846 |
|
|
|
38,298 |
|
|
|
36,413 |
|
Weighted average OP Units outstanding |
|
|
17,255 |
|
|
|
18,956 |
|
|
|
17,576 |
|
|
|
19,387 |
|
Weighted average common shares and units outstanding |
|
|
55,930 |
|
|
|
55,802 |
|
|
|
55,874 |
|
|
|
55,800 |
|
6
SUPPLEMENTAL FINANCIAL INFORMATION |
|
|
|
December 31, 2020
(in thousands)
|
|
As of |
|
|
As of |
|
||
Debt Summary |
|
December 31, 2020 |
|
|
December 31, 2019 |
|
||
Term Loan Facility (drawn / undrawn) |
|
$1,600,000 / 400,000 |
|
|
$1,600,000 / 400,000 |
|
||
Interest rate / undrawn rate |
|
7.00% / 1.00% |
|
|
7.00% / 1.00% |
|
||
Maturity |
|
July 2023 |
|
|
July 2023 |
|
||
|
|
|
|
|
|
|
|
|
Prepaid Expenses, Deferred Expenses and Other Assets |
|
|
|
|
|
|
|
|
Deferred expenses |
|
$ |
22,972 |
|
|
$ |
24,607 |
|
Right of Use Asset |
|
|
18,849 |
|
|
|
18,521 |
|
Other assets |
|
|
9,412 |
|
|
|
9,275 |
|
Prepaid insurance |
|
|
5,143 |
|
|
|
4,386 |
|
FF&E |
|
|
2,870 |
|
|
|
4,321 |
|
Other prepaid expenses |
|
|
4,065 |
|
|
|
4,133 |
|
Prepaid real estate taxes |
|
|
444 |
|
|
|
2,501 |
|
Total prepaid expenses, deferred expenses and other assets |
|
$ |
63,755 |
|
|
$ |
67,744 |
|
|
|
|
|
|
|
|
|
|
Accounts Payable, Accrued Expenses and Other Liabilities |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
44,777 |
|
|
$ |
34,379 |
|
Accrued development expenditures |
|
|
20,586 |
|
|
|
17,006 |
|
Accrued real estate taxes |
|
|
29,290 |
|
|
|
12,979 |
|
Variable consideration payment |
|
|
16,125 |
|
|
|
— |
|
Below-market leases |
|
|
4,186 |
|
|
|
10,648 |
|
Environmental reserve |
|
|
9,477 |
|
|
|
9,477 |
|
Lease liability |
|
|
8,199 |
|
|
|
7,668 |
|
Prepaid rental income |
|
|
3,375 |
|
|
|
6,750 |
|
Accrued interest |
|
|
4,978 |
|
|
|
4,978 |
|
Deferred maintenance |
|
|
1,722 |
|
|
|
1,722 |
|
Unearned tenant reimbursements |
|
|
2,613 |
|
|
|
1,575 |
|
Common and preferred dividends and OP Unit distributions payable |
|
|
1,554 |
|
|
|
1,573 |
|
|
|
|
|
|
|
|
|
|
Total accounts payable, accrued expenses and other liabilities |
|
$ |
146,882 |
|
|
$ |
108,755 |
|
7
SUPPLEMENTAL FINANCIAL INFORMATION |
|
|
|
Additional Information (cont’d)
December 31, 2020
(in thousands, except per share amounts)
|
|
Three Months Ended December 31, |
|
|
Year Ended December 31, |
|
||||||||||
Rental Income Detail |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
Rental income |
|
$ |
20,593 |
|
|
$ |
27,550 |
|
|
$ |
84,223 |
|
|
$ |
119,129 |
|
Tenant reimbursements |
|
|
5,571 |
|
|
|
10,357 |
|
|
|
24,375 |
|
|
|
42,362 |
|
Termination income |
|
|
1,314 |
|
|
|
20 |
|
|
|
7,604 |
|
|
|
5,544 |
|
Total |
|
$ |
27,478 |
|
|
$ |
37,927 |
|
|
$ |
116,202 |
|
|
$ |
167,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Select Non-Cash Items |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Straight-line rental income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholly-owned |
|
$ |
(1,362 |
) |
|
$ |
(35 |
) |
|
$ |
(4,983 |
) |
|
$ |
15,590 |
|
Joint ventures |
|
|
274 |
|
|
|
115 |
|
|
|
681 |
|
|
|
152 |
|
Total |
|
$ |
(1,088 |
) |
|
$ |
80 |
|
|
$ |
(4,302 |
) |
|
$ |
15,742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amortization of above/below market rental income/expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholly-owned |
|
$ |
117 |
|
|
$ |
113 |
|
|
$ |
1,794 |
|
|
$ |
495 |
|
Joint ventures |
|
|
97 |
|
|
|
35 |
|
|
|
713 |
|
|
|
1,719 |
|
Total |
|
$ |
214 |
|
|
$ |
148 |
|
|
$ |
2,507 |
|
|
$ |
2,214 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
PROPERTY INFORMATION |
|
|
|
December 31, 2020
(in thousands, except PSF amounts)
The following table provides a summary of the Company’s portfolio as of December 31, 2020, including Unconsolidated Properties presented at the Company’s proportional share:
|
|
Wholly Owned |
|
|
Unconsolidated |
|
|
|
|
|
||
|
|
Portfolio |
|
|
Joint Ventures |
|
|
Total |
|
|||
Number of properties |
|
|
158 |
|
|
|
25 |
|
|
|
183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total GLA |
|
|
24,541 |
|
|
|
3,968 |
|
|
|
28,509 |
|
At share |
|
|
24,541 |
|
|
|
1,930 |
|
|
|
26,470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leased GLA |
|
|
7,913 |
|
|
|
1,369 |
|
|
|
9,282 |
|
At share |
|
|
7,913 |
|
|
|
652 |
|
|
|
8,565 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage leased |
|
|
32.2 |
% |
|
|
34.5 |
% |
|
|
32.6 |
% |
At share |
|
|
32.2 |
% |
|
|
33.8 |
% |
|
|
32.4 |
% |
SNO Lease Summary
The table below provides a summary of the Company’s SNO leases from December 31, 2019 to December 31, 2020, including Unconsolidated Properties presented at the Company’s proportional share:
|
|
|
|
|
|
|
|
|
|
Total |
|
|||||
|
|
Number of |
|
|
|
|
|
|
Annual |
|
|
Annual |
|
|||
|
|
SNO Leases |
|
|
GLA |
|
|
Rent |
|
|
Rent PSF |
|
||||
As of December 31, 2019 |
|
|
174 |
|
|
|
4,204 |
|
|
$ |
84,348 |
|
|
$ |
20.07 |
|
Opened (1) |
|
|
(26 |
) |
|
|
(803 |
) |
|
|
(13,896 |
) |
|
|
17.31 |
|
Sold / contributed to JVs / terminated |
|
|
(53 |
) |
|
|
(1,454 |
) |
|
|
(23,459 |
) |
|
|
16.14 |
|
Signed (1) |
|
|
30 |
|
|
|
422 |
|
|
|
7,545 |
|
|
|
17.89 |
|
As of December 31, 2020 |
|
|
125 |
|
|
|
2,369 |
|
|
$ |
54,538 |
|
|
$ |
23.02 |
|
|
(1) |
Opened and signed excludes 3 leases that were both signed and opened in 2020 |
The following table provides a summary of annual base rent for the portfolio as of December 31, 2020, based on signed leases and including Unconsolidated Properties presented at the Company’s proportional share:
|
|
|
|
Number of |
|
|
Leased |
|
|
% of Total |
|
|
Annual |
|
|
% of Total |
|
|
Annual |
|
||||||
Tenant |
|
|
|
Leases |
|
|
GLA |
|
|
Leased GLA |
|
|
Rent |
|
|
Annual Rent |
|
|
Rent PSF |
|
||||||
In-place diversified leases |
|
|
251 |
|
|
|
6,196 |
|
|
|
72.3 |
% |
|
$ |
96,065 |
|
|
|
63.8 |
% |
|
$ |
15.50 |
|
||
SNO diversified leases |
|
|
125 |
|
|
|
2,369 |
|
|
|
27.7 |
% |
|
|
54,538 |
|
|
|
36.2 |
% |
|
|
23.02 |
|
||
Total |
|
|
376 |
|
|
|
8,565 |
|
|
|
100.0 |
% |
|
$ |
150,603 |
|
|
|
100.0 |
% |
|
$ |
17.58 |
|
9
PROPERTY INFORMATION |
|
|
|
Portfolio Overview (cont’d)
December 31, 2020
(in thousands)
The following table lists the top tenants in the portfolio as of December 31, 2020, based on signed leases and including Unconsolidated Properties presented at the Company’s proportional share:
Tenant |
|
Number of Leases |
|
|
Annual Rent |
|
|
% of Total Annual Rent |
|
|
Concepts/Brands |
|
|
|
|
|
|
|||
Dick's Sporting Goods |
|
|
12 |
|
|
$ |
12,437 |
|
|
|
8.3 |
% |
|
|
||||||
Dave & Buster's |
|
|
11 |
|
|
|
9,212 |
|
|
|
6.1 |
% |
|
|
||||||
Round One Entertainment |
|
|
8 |
|
|
|
7,225 |
|
|
|
4.8 |
% |
|
|
|
|
|
|
|
|
Burlington Stores |
|
|
13 |
|
|
|
6,799 |
|
|
|
4.5 |
% |
|
|
|
|
|
|
|
|
At Home |
|
|
11 |
|
|
|
6,786 |
|
|
|
4.5 |
% |
|
|
||||||
Ross Dress For Less |
|
|
16 |
|
|
|
5,430 |
|
|
|
3.6 |
% |
|
Ross Dress for Less, dd's Discounts |
||||||
Cinemark |
|
|
4 |
|
|
|
4,899 |
|
|
|
3.3 |
% |
|
|
|
|
|
|
|
|
Nordstrom Rack |
|
|
6 |
|
|
|
4,614 |
|
|
|
3.1 |
% |
|
|
|
|
|
|
|
|
AMC |
|
|
3 |
|
|
|
4,202 |
|
|
|
2.8 |
% |
|
|
||||||
Primark |
|
|
3 |
|
|
|
3,002 |
|
|
|
2.0 |
% |
|
|
||||||
Bed Bath & Beyond |
|
|
6 |
|
|
|
2,489 |
|
|
|
1.7 |
% |
|
Bed Bath & Beyond, buybuyBaby, Cost Plus World Market, andThat! |
||||||
BJ's Wholesale Club |
|
|
2 |
|
|
|
2,422 |
|
|
|
1.6 |
% |
|
|
||||||
TJX |
|
|
9 |
|
|
|
2,356 |
|
|
|
1.6 |
% |
|
TJ Maxx, Marshalls, HomeGoods, HomeSense, Sierra Trading Post |
||||||
Equinox Fitness |
|
|
7 |
|
|
|
2,283 |
|
|
|
1.5 |
% |
|
Equinox, Blink Fitness |
||||||
Pinstripes |
|
|
2 |
|
|
|
2,035 |
|
|
|
1.4 |
% |
|
|
|
|
|
|
|
|
Floor & Décor |
|
|
2 |
|
|
|
2,032 |
|
|
|
1.3 |
% |
|
|
||||||
PetSmart |
|
|
4 |
|
|
|
2,012 |
|
|
|
1.3 |
% |
|
|
||||||
Vasa Fitness |
|
|
3 |
|
|
|
1,862 |
|
|
|
1.2 |
% |
|
|
||||||
24 Hour Fitness |
|
|
2 |
|
|
|
1,791 |
|
|
|
1.2 |
% |
|
|
|
|
|
|
|
|
Ulta Salon |
|
|
6 |
|
|
|
1,685 |
|
|
|
1.1 |
% |
|
|
|
|
|
|
|
|
* |
The Company has signed 8 leases with Industrious to occupy 278,000 SF under revenue-sharing agreements that are expected to place Industrious among the Company’s top tenants. |
10
PROPERTY INFORMATION |
|
|
|
Portfolio Overview (cont’d)
December 31, 2020
(in thousands, except PSF amounts)
The following table sets forth information regarding the geographic diversification of the portfolio as of December 31, 2020, based on signed leases and including Unconsolidated Properties presented at the Company’s proportional share:
State |
|
Number of Properties |
|
|
Annual Rent |
|
|
% of Total Annual Rent |
|
|
Rent PSF |
|
||||
Florida |
|
|
21 |
|
|
$ |
29,321 |
|
|
|
19.5 |
% |
|
$ |
26.30 |
|
California |
|
|
33 |
|
|
|
24,325 |
|
|
|
16.2 |
% |
|
|
21.80 |
|
New York |
|
|
10 |
|
|
|
10,525 |
|
|
|
7.0 |
% |
|
|
21.92 |
|
New Jersey |
|
|
4 |
|
|
|
7,889 |
|
|
|
5.2 |
% |
|
|
24.19 |
|
Texas |
|
|
12 |
|
|
|
7,069 |
|
|
|
4.7 |
% |
|
|
13.38 |
|
Illinois |
|
|
7 |
|
|
|
6,992 |
|
|
|
4.6 |
% |
|
|
14.78 |
|
Virginia |
|
|
5 |
|
|
|
6,838 |
|
|
|
4.5 |
% |
|
|
21.30 |
|
Massachusetts |
|
|
3 |
|
|
|
4,764 |
|
|
|
3.2 |
% |
|
|
20.78 |
|
Pennsylvania |
|
|
3 |
|
|
|
4,638 |
|
|
|
3.1 |
% |
|
|
26.58 |
|
Wisconsin |
|
|
2 |
|
|
|
4,083 |
|
|
|
2.7 |
% |
|
|
16.20 |
|
Total Top 10 |
|
|
100 |
|
|
$ |
106,444 |
|
|
|
70.7 |
% |
|
$ |
21.22 |
|
Other (1) |
|
|
83 |
|
|
|
44,159 |
|
|
|
29.3 |
% |
|
|
12.44 |
|
Total |
|
|
183 |
|
|
$ |
150,603 |
|
|
|
100.0 |
% |
|
$ |
17.58 |
|
(1) |
Includes 32 states. |
11
PROPERTY INFORMATION |
|
|
|
December 31, 2020
During the quarter ended December 31, 2020, the Company continued work on certain suburban retail redevelopment projects. The Company had previously resumed $46 million of suburban retail development activity which was expected to generate total potential annual base rent of $13 million. As of December 31, 2020, for those projects $31 million has been incurred and $6 million of annual base rent has commenced with the remaining potential annual base rent expected to commence in the next twelve months, subject to tenant opening schedules. In addition, during the fourth quarter, the Company resumed $39 million of additional suburban retail development activity with total potential annual base rent of $6 million, with the majority expected to commence in the next twelve months, subject to tenant opening schedules.
The Company also continued to advance both its previously underway premier projects in Aventura (FL), Santa Monica (CA) and La Jolla (CA), and its pipeline of such projects, including its two previously announced multifamily projects, in Redmond (WA) and Dallas (TX), each of which represents the first phase of larger, mixed-use developments. A multifamily project in Lynwood (WA) in its joint venture with Brookfield Properties Retail and AvalonBay Communities (NYSE: AVB), is also underway and has been scheduled for opening in the fourth quarter of 2021. A previously announced multifamily project in Chicago (IL) was sold during the year ended December 31, 2020.
During the quarter ended December 31, 2020, the Company, together with Foulger-Pratt and The Howard Hughes Corporation (NYSE: HHC), announced that it had entered into an initial agreement with the City of Alexandria and Inova Health System to advance the development of a 4.0 million square-foot mixed-use community to include a new hospital campus at the site of the former Landmark Mall.
The remainder of our previously announced redevelopment projects remain on hold due to the COVID-19 pandemic. The Company deems this approach to capital deployment prudent given the uncertainty regarding tenants’ ability to construct and open new stores and the feasibility of sustaining labor levels with safe working conditions. Investment returns are subject to a number of variables, risks, and uncertainties including those disclosed within Item 1A of the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2020. The Company also refers you to its disclosure related to forward-looking statements in the Annual Report.
12
PROPERTY INFORMATION |
|
|
|
Recapture and Termination Properties
December 31, 2020
(in thousands)
Recapture Properties
The Company exercised recapture rights with respect to 70 properties under the Original Master Lease prior to its rejection on March 12, 2019.
The following table provides a summary of the Company’s recapture activity as of December 31, 2020:
(in thousands except property count) |
|
|
|
|
|
|
|
|
|
|||||||
Year |
|
Square Feet |
|
|
Total Number of Properties |
|
|
100% Recaptures (1) |
|
|
Partial Recaptures (2) |
|
||||
2020 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
2019 |
|
|
629 |
|
|
4 |
|
|
3 |
|
|
1 |
|
|||
2018 |
|
|
3,428 |
|
|
20 |
|
|
17 |
|
|
3 |
|
|||
2017 |
|
|
3,302 |
|
|
27 |
|
|
16 |
|
|
11 |
|
|||
2016 |
|
|
1,501 |
|
|
17 |
|
|
4 |
|
|
13 |
|
|||
Total |
|
|
8,860 |
|
|
68 |
|
|
40 |
|
|
28 |
|
(1) |
Includes properties for which the Company had converted partial recapture rights to 100% recapture rights. |
(2) |
Partial recaptures include the recapture of (i) up to approximately 50% of the space occupied by the tenant at all properties, (ii) automotive care centers which are free-standing or attached as “appendages” to the properties, and/or (iii) outparcels or outlots and certain portions of parking areas and common areas |
Termination Properties
Sears Holdings exercised termination rights with respect to 87 properties under the Original Master Lease prior to its rejection on March 12, 2019 and Holdco exercised termination rights with respect to 29 properties under the Holdco Master Lease during the year ended December 31, 2019 and an additional 17 properties during the year ended December 31, 2020.
The following table provides a summary of Sears Holdings’ and Holdco’s termination activity as of December 31, 2020 (note that leases at an additional 31 properties totaling 4.3 million square feet were rejected in March 2019 as part of Sears Holdings’ bankruptcy filing):
(in thousands except property count) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Notice Date |
|
Termination Date |
|
Square Feet |
|
|
Total Number of Properties |
|
|
Number of Properties Redeveloped by the Company |
|
|
Number of Properties Sold by the Company |
|
||||
December 2020 |
|
March 2021 |
|
|
639 |
|
|
|
5 |
|
|
|
— |
|
|
|
— |
|
June 2020 |
|
September 2020 (1) |
|
|
1,800 |
|
|
|
12 |
|
|
|
2 |
|
|
|
— |
|
November 2019 |
|
March 2020 |
|
|
4,332 |
|
|
|
29 |
|
|
|
7 |
|
|
|
1 |
|
August 2018 |
|
December 2018 |
|
|
1,605 |
|
|
|
13 |
|
|
|
6 |
|
|
|
3 |
|
June 2018 |
|
November 2018 (2) |
|
|
1,218 |
|
|
|
9 |
|
|
|
6 |
|
|
|
1 |
|
April 2018 |
|
August 2018 |
|
|
1,494 |
|
|
|
9 |
|
|
|
4 |
|
|
|
1 |
|
June 2017 |
|
October 2017 (3) |
|
|
3,812 |
|
|
|
20 |
|
|
|
8 |
|
|
|
4 |
|
January 2017 |
|
April 2017 |
|
|
1,872 |
|
|
|
19 |
|
|
|
7 |
|
|
|
8 |
|
September 2016 |
|
January 2017 |
|
|
1,727 |
|
|
|
17 |
|
|
|
8 |
|
|
|
6 |
|
Total |
|
|
|
|
18,499 |
|
|
|
133 |
|
|
|
48 |
|
|
|
24 |
|
(1) |
Properties terminated pursuant to the Amendment signed in June 2020. |
(2) |
Two properties were terminated in October 2018. |
(3) |
One property was terminated in November 2017 and one was terminated in January 2018. |
13
PROPERTY INFORMATION |
|
|
|
December 31, 2020
Brookfield Retail Partners (formerly GGP, Inc.)
|
|
|
|
|
|
|
|
Unconsolidated |
|
Total |
|
|
|
|
|
|
|
|
|
Mall Name |
|
City |
|
State |
|
Entity |
|
GLA (1) |
|
|
Leased (1) |
|
|
||
1 |
|
Altamonte Mall |
|
Altamonte Springs |
|
FL |
|
GGP II JV |
|
|
62,800 |
|
|
|
53.7 |
|
% |
2 |
|
Coastland Center |
|
Naples |
|
FL |
|
GGP II JV |
|
|
33,700 |
|
|
|
100.0 |
|
% |
3 |
|
Natick Collection (2) |
|
Natick |
|
MA |
|
GGP I JV |
|
|
95,400 |
|
|
|
46.4 |
|
% |
4 |
|
Willowbrook Mall |
|
Wayne |
|
NJ |
|
GGP II JV |
|
|
140,500 |
|
|
|
73.1 |
|
% |
5 |
|
Sooner Mall (2) |
|
Norman |
|
OK |
|
GGP I JV |
|
|
33,400 |
|
|
|
0.0 |
|
% |
6 |
|
Stonebriar Centre |
|
Frisco |
|
TX |
|
GGP I JV |
|
|
81,500 |
|
|
|
0.0 |
|
% |
7 |
|
Alderwood |
|
Lynnwood |
|
WA |
|
GGP I JV |
|
|
50,000 |
|
|
|
49.3 |
|
% |
(1) |
Based on signed leases as of December 31, 2020; GLA presented at the Company's proportional share. |
(2) |
Property is subject to a lease or ground lease agreement. |
Simon Property Group
|
|
|
|
|
|
|
|
Unconsolidated |
|
Total |
|
|
|
|
|
|
|
Mall Name |
|
City |
|
State |
|
Entity |
|
GLA (1) |
|
|
Leased (1) |
|
|
1 |
|
Santa Rosa Plaza |
|
Santa Rosa |
|
CA |
|
Simon JV |
|
|
82,700 |
|
|
0 |
% |
2 |
|
Briarwood |
|
Ann Arbor |
|
MI |
|
Simon JV |
|
|
85,300 |
|
|
0 |
% |
3 |
|
The Shops at Nanuet |
|
Nanuet |
|
NY |
|
Simon JV |
|
|
110,700 |
|
|
0 |
% |
4 |
|
Woodland Hills Mall |
|
Tulsa |
|
OK |
|
Simon JV |
|
|
75,100 |
|
|
0 |
% |
5 |
|
Barton Creek Square |
|
Austin |
|
TX |
|
Simon JV |
|
|
82,300 |
|
|
0 |
% |
(1) |
Based on signed leases as of December 31, 2020; GLA presented at the Company's proportional share. |
Macerich
|
|
|
|
|
|
|
|
Unconsolidated |
|
Total |
|
|
|
|
|
|
|
|
|
Mall Name |
|
City |
|
State |
|
Entity |
|
GLA (1) |
|
|
Leased (1) |
|
|
||
1 |
|
Chandler Fashion Center |
|
Chandler |
|
AZ |
|
Macerich JV |
|
|
69,700 |
|
|
|
53.1 |
|
% |
2 |
|
Los Cerritos Center |
|
Cerritos |
|
CA |
|
Macerich JV |
|
|
138,800 |
|
|
|
0.0 |
|
% |
3 |
|
Vintage Faire Mall |
|
Modesto |
|
CA |
|
Macerich JV |
|
|
60,200 |
|
|
|
66.8 |
|
% |
4 |
|
Danbury Fair |
|
Danbury |
|
CT |
|
Macerich JV |
|
|
89,300 |
|
|
|
39.3 |
|
% |
5 |
|
Deptford Mall |
|
Deptford |
|
NJ |
|
Macerich JV |
|
|
95,900 |
|
|
|
77.8 |
|
% |
6 |
|
Freehold Raceway Mall |
|
Freehold |
|
NJ |
|
Macerich JV |
|
|
69,400 |
|
|
|
48.0 |
|
% |
7 |
|
Washington Square Mall |
|
Portland |
|
OR |
|
Macerich JV |
|
|
110,000 |
|
|
|
0.0 |
|
% |
(1) |
Based on signed leases as of December 31, 2020; GLA presented at the Company's proportional share. |
14
PROPERTY INFORMATION |
|
|
|
Unconsolidated Properties (cont’d)
December 31, 2020
Invesco Real Estate
|
|
|
|
|
|
|
|
Unconsolidated |
|
Total |
|
|
|
|
|
|
|
Property Address |
|
City |
|
State |
|
Entity |
|
GLA (1) |
|
|
Leased (1) |
|
|
1 |
|
302 Colorado Avenue |
|
Santa Monica |
|
CA |
|
Mark 302 JV |
|
|
51,500 |
|
|
0 |
% |
2 |
|
4575 La Jolla Village Drive |
|
San Diego |
|
CA |
|
UTC JV |
|
|
113,100 |
|
|
57.6 |
% |
(1) |
Based on signed leases as of December 31, 2020; GLA presented at the Company's proportional share. |
Other
|
|
|
|
|
|
|
|
Unconsolidated |
|
Total |
|
|
|||
|
|
Property Address |
|
City |
|
State |
|
Entity |
|
GLA (1) |
Leased (1) |
|
|||
1 |
|
1445 New Britain Avenue |
|
West Hartford |
|
CT |
|
West Hartford JV |
|
|
81,800 |
|
|
68.7 |
% |
2 |
|
126 Shawan Road |
|
Cockeysville |
|
MD |
|
Cockeysville JV |
|
|
80,100 |
|
|
61.3 |
% |
3 |
|
12625 North Interstate Highway 35 |
|
Austin |
|
TX |
|
Tech Ridge JV |
|
— |
|
|
— |
|
|
4 |
|
20700 South Avalon Boulevard |
|
Carson |
|
CA |
|
Carson Investment |
|
|
36,400 |
|
|
60.2 |
% |
(1) |
Based on signed leases as of December 31, 2020; GLA presented at the Company's proportional share. |
15
PROPERTY INFORMATION |
|
|
|
December 31, 2020
|
|
|
|
|
|
GLA (1) |
|
|
|
|
|
|
|
|||||||||
|
|
City |
|
State |
|
Total |
|
|
Leased |
|
|
Not Leased |
|
|
Significant Tenants (1) |
|
Leased (1) |
|
||||
1 |
|
Anchorage |
|
AK |
|
|
158,500 |
|
|
|
134,000 |
|
|
|
24,500 |
|
|
Guitar Center, Nordstrom Rack, Planet Fitness, Safeway |
|
|
84.5 |
% |
2 |
|
North Little Rock |
|
AR |
|
|
177,100 |
|
|
|
13,000 |
|
|
|
164,100 |
|
|
Aspen Dental, Longhorn Steakhouse |
|
|
7.3 |
% |
3 |
|
Glendale |
|
AZ |
|
|
125,000 |
|
|
|
— |
|
|
|
125,000 |
|
|
n/a |
|
|
0.0 |
% |
4 |
|
Mesa |
|
AZ |
|
|
121,900 |
|
|
|
16,800 |
|
|
|
105,100 |
|
|
Carvana |
|
|
13.8 |
% |
5 |
|
Peoria |
|
AZ |
|
|
104,400 |
|
|
|
104,400 |
|
|
|
— |
|
|
At Home |
|
|
100.0 |
% |
6 |
|
Phoenix |
|
AZ |
|
|
144,200 |
|
|
|
— |
|
|
|
144,200 |
|
|
n/a |
|
|
0.0 |
% |
7 |
|
Phoenix |
|
AZ |
|
|
151,200 |
|
|
|
151,200 |
|
|
|
— |
|
|
At Home |
|
|
100.0 |
% |
8 |
|
Sierra Vista |
|
AZ |
|
|
94,700 |
|
|
|
— |
|
|
|
94,700 |
|
|
n/a |
|
|
0.0 |
% |
9 |
|
Tucson |
|
AZ |
|
|
218,900 |
|
|
|
50,600 |
|
|
|
168,300 |
|
|
Round One Entertainment |
|
|
23.1 |
% |
10 |
|
Yuma |
|
AZ |
|
|
90,400 |
|
|
|
— |
|
|
|
90,400 |
|
|
n/a |
|
|
0.0 |
% |
11 |
|
Big Bear Lake (2) |
|
CA |
|
|
80,000 |
|
|
|
4,000 |
|
|
|
76,000 |
|
|
Subway, Wells Fargo Bank |
|
|
5.0 |
% |
12 |
|
Chula Vista |
|
CA |
|
|
250,100 |
|
|
|
— |
|
|
|
250,100 |
|
|
n/a |
|
|
0.0 |
% |
13 |
|
Citrus Heights |
|
CA |
|
|
289,500 |
|
|
|
— |
|
|
|
289,500 |
|
|
n/a |
|
|
0.0 |
% |
14 |
|
El Cajon |
|
CA |
|
|
244,900 |
|
|
|
188,700 |
|
|
|
56,200 |
|
|
Ashley Furniture, Bob's Discount Furniture, Burlington Stores, Extra Space Storage |
|
|
77.1 |
% |
15 |
|
El Centro |
|
CA |
|
|
139,700 |
|
|
|
— |
|
|
|
139,700 |
|
|
Hobby Lobby |
|
|
0.0 |
% |
16 |
|
Fairfield |
|
CA |
|
|
146,500 |
|
|
|
28,500 |
|
|
|
118,000 |
|
|
Dave & Busters |
|
|
19.5 |
% |
17 |
|
Florin |
|
CA |
|
|
329,700 |
|
|
|
57,000 |
|
|
|
272,700 |
|
|
n/a |
|
|
17.3 |
% |
18 |
|
Fresno |
|
CA |
|
|
216,600 |
|
|
|
43,400 |
|
|
|
173,200 |
|
|
Ross Dress for Less, dd's Discounts |
|
|
20.0 |
% |
19 |
|
McKinleyville |
|
CA |
|
|
94,800 |
|
|
|
— |
|
|
|
94,800 |
|
|
n/a |
|
|
0.0 |
% |
20 |
|
Merced |
|
CA |
|
|
92,600 |
|
|
|
79,800 |
|
|
|
12,800 |
|
|
Burlington Stores, dd's Discounts, Five Below |
|
|
86.2 |
% |
21 |
|
Montclair |
|
CA |
|
|
174,700 |
|
|
|
— |
|
|
|
174,700 |
|
|
n/a |
|
|
0.0 |
% |
22 |
|
North Hollywood |
|
CA |
|
|
161,900 |
|
|
|
74,900 |
|
|
|
87,000 |
|
|
Burlington Stores, Ross Dress for Less |
|
|
46.3 |
% |
23 |
|
Palm Desert |
|
CA |
|
|
136,500 |
|
|
|
— |
|
|
|
136,500 |
|
|
n/a |
|
|
0.0 |
% |
24 |
|
Ramona |
|
CA |
|
|
107,500 |
|
|
|
14,700 |
|
|
|
92,800 |
|
|
Dollar Tree |
|
|
13.7 |
% |
25 |
|
Riverside |
|
CA |
|
|
214,200 |
|
|
|
12,200 |
|
|
|
202,000 |
|
|
Bank of America |
|
|
5.7 |
% |
26 |
|
Riverside |
|
CA |
|
|
132,600 |
|
|
|
38,100 |
|
|
|
94,500 |
|
|
Jack in the Box, Stater Brothers |
|
|
28.7 |
% |
27 |
|
Roseville |
|
CA |
|
|
125,800 |
|
|
|
109,500 |
|
|
|
16,300 |
|
|
AAA, Cinemark, Round One Entertainment |
|
|
87.0 |
% |
28 |
|
Salinas |
|
CA |
|
|
132,900 |
|
|
|
32,200 |
|
|
|
100,700 |
|
|
Burlington |
|
|
24.2 |
% |
29 |
|
San Bruno |
|
CA |
|
|
276,600 |
|
|
|
31,300 |
|
|
|
245,300 |
|
|
Industrious |
|
|
11.3 |
% |
30 |
|
San Bernardino |
|
CA |
|
|
264,700 |
|
|
|
— |
|
|
|
264,700 |
|
|
n/a |
|
|
0.0 |
% |
31 |
|
San Jose |
|
CA |
|
|
262,500 |
|
|
|
— |
|
|
|
262,500 |
|
|
n/a |
|
|
0.0 |
% |
32 |
|
Santa Maria |
|
CA |
|
|
108,600 |
|
|
|
— |
|
|
|
108,600 |
|
|
n/a |
|
|
0.0 |
% |
33 |
|
Temecula |
|
CA |
|
|
120,100 |
|
|
|
112,800 |
|
|
|
7,300 |
|
|
Round One Entertainment, Dick's Sporting Goods |
|
|
93.9 |
% |
34 |
|
Thousand Oaks |
|
CA |
|
|
161,400 |
|
|
|
161,400 |
|
|
|
— |
|
|
Dave & Busters, DSW, Nordstrom Rack |
|
|
100.0 |
% |
35 |
|
Ventura |
|
CA |
|
|
178,600 |
|
|
|
— |
|
|
|
178,600 |
|
|
n/a |
|
|
0.0 |
% |
36 |
|
West Covina |
|
CA |
|
|
142,000 |
|
|
|
— |
|
|
|
142,000 |
|
|
n/a |
|
|
0.0 |
% |
37 |
|
Westminster |
|
CA |
|
|
197,900 |
|
|
|
— |
|
|
|
197,900 |
|
|
n/a |
|
|
0.0 |
% |
38 |
|
Lakewood |
|
CO |
|
|
153,000 |
|
|
|
— |
|
|
|
153,000 |
|
|
n/a |
|
|
0.0 |
% |
39 |
|
Thornton |
|
CO |
|
|
203,000 |
|
|
|
61,700 |
|
|
|
141,300 |
|
|
Vasa Fitness |
|
|
30.4 |
% |
40 |
|
Waterford |
|
CT |
|
|
149,200 |
|
|
|
— |
|
|
|
149,200 |
|
|
n/a |
|
|
0.0 |
% |
- 16 -
PROPERTY INFORMATION |
|
|
|
Wholly Owned Properties (cont’d)
December 31, 2020
|
|
City |
|
State |
|
Total |
|
|
Leased |
|
|
Not Leased |
|
|
Significant Tenants (1) |
|
Leased (1) |
|
||||
41 |
|
Rehoboth Beach |
|
DE |
|
|
118,300 |
|
|
|
75,900 |
|
|
|
42,400 |
|
|
andThat!, PetSmart, Aldi |
|
|
64.2 |
% |
42 |
|
Boca Raton |
|
FL |
|
|
178,500 |
|
|
|
4,200 |
|
|
|
174,300 |
|
|
Washington Mutual |
|
|
2.4 |
% |
43 |
|
Bradenton |
|
FL |
|
|
82,900 |
|
|
|
49,900 |
|
|
|
33,000 |
|
|
Target |
|
|
60.2 |
% |
44 |
|
Clearwater |
|
FL |
|
|
211,300 |
|
|
|
87,600 |
|
|
|
123,700 |
|
|
Whole Foods, Nordstrom Rack |
|
|
41.5 |
% |
45 |
|
Doral |
|
FL |
|
|
212,900 |
|
|
|
— |
|
|
|
212,900 |
|
|
n/a |
|
|
0.0 |
% |
46 |
|
Ft. Myers |
|
FL |
|
|
146,800 |
|
|
|
— |
|
|
|
146,800 |
|
|
n/a |
|
|
0.0 |
% |
47 |
|
Hialeah |
|
FL |
|
|
145,200 |
|
|
|
77,900 |
|
|
|
67,300 |
|
|
Five Below, Ulta Beauty, Panera |
|
|
53.7 |
% |
48 |
|
Hialeah (3) |
|
FL |
|
|
106,300 |
|
|
|
106,300 |
|
|
|
— |
|
|
Aldi, Bed Bath & Beyond, Ross Dress for Less, dd’s Discounts |
|
|
100.0 |
% |
49 |
|
Lakeland |
|
FL |
|
|
156,200 |
|
|
|
— |
|
|
|
156,200 |
|
|
n/a |
|
|
0.0 |
% |
50 |
|
Aventura |
|
FL |
|
|
215,400 |
|
|
|
111,500 |
|
|
|
103,900 |
|
|
Mercado del Rio, Pinstripes, Industrious |
|
|
51.8 |
% |
51 |
|
Miami |
|
FL |
|
|
170,100 |
|
|
|
— |
|
|
|
170,100 |
|
|
n/a |
|
|
0.0 |
% |
52 |
|
North Miami |
|
FL |
|
|
125,400 |
|
|
|
125,400 |
|
|
|
— |
|
|
Aldi, Burlington Stores, Ross Dress for Less, Michaels Stores |
|
|
100.0 |
% |
53 |
|
Ocala |
|
FL |
|
|
146,200 |
|
|
|
— |
|
|
|
146,200 |
|
|
n/a |
|
|
0.0 |
% |
54 |
|
Orlando |
|
FL |
|
|
118,400 |
|
|
|
96,700 |
|
|
|
21,700 |
|
|
Floor & Décor |
|
|
81.7 |
% |
55 |
|
Panama City |
|
FL |
|
|
139,300 |
|
|
|
— |
|
|
|
139,300 |
|
|
n/a |
|
|
0.0 |
% |
56 |
|
Pensacola |
|
FL |
|
|
106,100 |
|
|
|
106,100 |
|
|
|
— |
|
|
BJ's Wholesale Club, Bubba's 33 |
|
|
100.0 |
% |
57 |
|
Plantation |
|
FL |
|
|
184,400 |
|
|
|
136,100 |
|
|
|
48,300 |
|
|
GameTime, Lazy Dog, Powerhouse Gym |
|
|
73.8 |
% |
58 |
|
Sarasota |
|
FL |
|
|
212,400 |
|
|
|
— |
|
|
|
212,400 |
|
|
n/a |
|
|
0.0 |
% |
59 |
|
St. Petersburg |
|
FL |
|
|
113,800 |
|
|
|
11,800 |
|
|
|
102,000 |
|
|
n/a |
|
|
10.4 |
% |
60 |
|
St. Petersburg |
|
FL |
|
|
133,800 |
|
|
|
133,800 |
|
|
|
— |
|
|
Dick's Sporting Goods, Five Below, PetSmart |
|
|
100.0 |
% |
61 |
|
Savannah |
|
GA |
|
|
167,300 |
|
|
|
— |
|
|
|
167,300 |
|
|
n/a |
|
|
0.0 |
% |
62 |
|
Honolulu |
|
HI |
|
|
76,100 |
|
|
|
76,100 |
|
|
|
— |
|
|
Long's Drugs (CVS), Ross Dress for Less, PetSmart |
|
|
100.0 |
% |
63 |
|
Cedar Rapids |
|
IA |
|
|
146,000 |
|
|
|
— |
|
|
|
146,000 |
|
|
n/a |
|
|
0.0 |
% |
64 |
|
Charles City |
|
IA |
|
|
96,600 |
|
|
|
— |
|
|
|
96,600 |
|
|
n/a |
|
|
0.0 |
% |
65 |
|
Webster City |
|
IA |
|
|
40,800 |
|
|
|
— |
|
|
|
40,800 |
|
|
n/a |
|
|
0.0 |
% |
66 |
|
Boise |
|
ID |
|
|
123,600 |
|
|
|
— |
|
|
|
123,600 |
|
|
n/a |
|
|
0.0 |
% |
67 |
|
Chicago |
|
IL |
|
|
120,700 |
|
|
|
89,100 |
|
|
|
31,600 |
|
|
Ross Dress for Less, dd's Discounts, Five Below |
|
|
73.8 |
% |
68 |
|
Joliet |
|
IL |
|
|
204,600 |
|
|
|
— |
|
|
|
204,600 |
|
|
n/a |
|
|
0.0 |
% |
69 |
|
Lombard |
|
IL |
|
|
139,300 |
|
|
|
139,300 |
|
|
|
— |
|
|
The Dump |
|
|
100.0 |
% |
70 |
|
North Riverside |
|
IL |
|
|
216,400 |
|
|
|
95,700 |
|
|
|
120,700 |
|
|
Round One Entertainment, Aldi, Blink Fitness, Amita Health |
|
|
44.2 |
% |
71 |
|
Orland Park |
|
IL |
|
|
140,000 |
|
|
|
45,900 |
|
|
|
94,100 |
|
|
AMC |
|
|
32.8 |
% |
72 |
|
Springfield |
|
IL |
|
|
119,500 |
|
|
|
103,000 |
|
|
|
16,500 |
|
|
Binny's Beverage Depot, Burlington Stores, Marshalls |
|
|
86.2 |
% |
73 |
|
Steger |
|
IL |
|
|
87,400 |
|
|
|
— |
|
|
|
87,400 |
|
|
n/a |
|
|
0.0 |
% |
74 |
|
Elkhart |
|
IN |
|
|
86,600 |
|
|
|
86,600 |
|
|
|
— |
|
|
Big R |
|
|
100.0 |
% |
75 |
|
Ft. Wayne |
|
IN |
|
|
84,400 |
|
|
|
63,700 |
|
|
|
20,700 |
|
|
Dave & Busters, Five Below, HomeGoods |
|
|
75.5 |
% |
76 |
|
Merrillville |
|
IN |
|
|
170,900 |
|
|
|
161,400 |
|
|
|
9,500 |
|
|
At Home, Dollar Tree |
|
|
94.4 |
% |
77 |
|
Hopkinsville |
|
KY |
|
|
85,100 |
|
|
|
64,600 |
|
|
|
20,500 |
|
|
Bargain Hunt, Farmer's Furniture, Harbor Freight |
|
|
75.9 |
% |
78 |
|
Paducah |
|
KY |
|
|
97,300 |
|
|
|
66,800 |
|
|
|
30,500 |
|
|
Burlington Stores, Ross Dress for Less |
|
|
68.7 |
% |
79 |
|
Lafayette |
|
LA |
|
|
194,900 |
|
|
|
— |
|
|
|
194,900 |
|
|
n/a |
|
|
0.0 |
% |
80 |
|
New Iberia |
|
LA |
|
|
4,500 |
|
|
|
4,500 |
|
|
|
— |
|
|
Chase Bank |
|
|
100.0 |
% |
17
PROPERTY INFORMATION |
|
|
|
Wholly Owned Properties (cont’d)
December 31, 2020
|
|
City |
|
State |
|
Total |
|
|
Leased |
|
|
Not Leased |
|
|
Significant Tenants (1) |
|
Leased (1) |
|
||||
81 |
|
Braintree |
|
MA |
|
|
89,700 |
|
|
|
85,000 |
|
|
|
4,700 |
|
|
Nordstrom Rack, Ulta Beauty |
|
|
94.8 |
% |
82 |
|
Saugus |
|
MA |
|
|
210,700 |
|
|
|
100,000 |
|
|
|
110,700 |
|
|
APEX Entertainment |
|
|
47.5 |
% |
83 |
|
Bowie |
|
MD |
|
|
123,000 |
|
|
|
15,000 |
|
|
|
108,000 |
|
|
BJ's Brewhouse |
|
|
12.2 |
% |
84 |
|
Edgewater |
|
MD |
|
|
117,200 |
|
|
|
— |
|
|
|
117,200 |
|
|
n/a |
|
|
0.0 |
% |
85 |
|
Madawaska |
|
ME |
|
|
49,700 |
|
|
|
— |
|
|
|
49,700 |
|
|
n/a |
|
|
0.0 |
% |
86 |
|
Lincoln Park |
|
MI |
|
|
301,700 |
|
|
|
68,800 |
|
|
|
232,900 |
|
|
Bank of America, Burlington Stores, Planet Fitness |
|
|
22.8 |
% |
87 |
|
Manistee |
|
MI |
|
|
94,700 |
|
|
|
— |
|
|
|
94,700 |
|
|
n/a |
|
|
0.0 |
% |
88 |
|
Roseville |
|
MI |
|
|
364,600 |
|
|
|
154,600 |
|
|
|
210,000 |
|
|
At Home, Hobby Lobby |
|
|
42.4 |
% |
89 |
|
Sault Ste. Marie |
|
MI |
|
|
92,700 |
|
|
|
— |
|
|
|
92,700 |
|
|
n/a |
|
|
0.0 |
% |
90 |
|
Troy |
|
MI |
|
|
379,600 |
|
|
|
91,100 |
|
|
|
288,500 |
|
|
At Home |
|
|
24.0 |
% |
91 |
|
Ypsilanti |
|
MI |
|
|
91,700 |
|
|
|
91,700 |
|
|
|
— |
|
|
At Home |
|
|
100.0 |
% |
92 |
|
Burnsville |
|
MN |
|
|
167,300 |
|
|
|
— |
|
|
|
167,300 |
|
|
n/a |
|
|
0.0 |
% |
93 |
|
Maplewood |
|
MN |
|
|
175,000 |
|
|
|
— |
|
|
|
175,000 |
|
|
n/a |
|
|
0.0 |
% |
94 |
|
St. Paul |
|
MN |
|
|
217,900 |
|
|
|
100 |
|
|
|
217,800 |
|
|
n/a |
|
|
0.0 |
% |
95 |
|
Florissant |
|
MO |
|
|
119,000 |
|
|
|
4,300 |
|
|
|
114,700 |
|
|
n/a |
|
|
3.6 |
% |
96 |
|
Jefferson City |
|
MO |
|
|
92,600 |
|
|
|
92,600 |
|
|
|
— |
|
|
Orscheln Farm and Home |
|
|
100.0 |
% |
97 |
|
Springfield |
|
MO |
|
|
112,900 |
|
|
|
112,900 |
|
|
|
— |
|
|
At Home |
|
|
100.0 |
% |
98 |
|
Columbus |
|
MS |
|
|
166,700 |
|
|
|
45,400 |
|
|
|
121,300 |
|
|
Bargain Hunt |
|
|
27.2 |
% |
99 |
|
Asheville |
|
NC |
|
|
110,600 |
|
|
|
— |
|
|
|
110,600 |
|
|
n/a |
|
|
0.0 |
% |
100 |
|
Greensboro |
|
NC |
|
|
178,500 |
|
|
|
168,200 |
|
|
|
10,300 |
|
|
Floor & Décor, Gabriel Brothers |
|
|
94.2 |
% |
101 |
|
Kearney |
|
NE |
|
|
64,900 |
|
|
|
64,900 |
|
|
|
— |
|
|
Ross Dress for Less, Five Below, Marshall's |
|
|
100.0 |
% |
102 |
|
Manchester |
|
NH |
|
|
106,600 |
|
|
|
80,400 |
|
|
|
26,200 |
|
|
Dick's Sporting Goods, Dave & Buster's |
|
|
75.4 |
% |
103 |
|
Nashua |
|
NH |
|
|
167,100 |
|
|
|
— |
|
|
|
167,100 |
|
|
n/a |
|
|
0.0 |
% |
104 |
|
Portsmouth |
|
NH |
|
|
127,100 |
|
|
|
— |
|
|
|
127,100 |
|
|
n/a |
|
|
0.0 |
% |
105 |
|
Salem |
|
NH |
|
|
251,600 |
|
|
|
123,000 |
|
|
|
128,600 |
|
|
Cinemark, Dick's Sporting Goods |
|
|
48.9 |
% |
106 |
|
Watchung |
|
NJ |
|
|
116,400 |
|
|
|
115,600 |
|
|
|
800 |
|
|
Cinemark, HomeGoods, Sierra Trading Post, Ulta Beauty, Chick-fil-A , City MD |
|
|
99.3 |
% |
107 |
|
Henderson |
|
NV |
|
|
133,400 |
|
|
|
128,500 |
|
|
|
4,900 |
|
|
At Home, Seafood City |
|
|
96.3 |
% |
108 |
|
Las Vegas |
|
NV |
|
|
130,300 |
|
|
|
42,500 |
|
|
|
87,800 |
|
|
Round One Entertainment |
|
|
32.6 |
% |
109 |
|
Reno |
|
NV |
|
|
162,700 |
|
|
|
41,300 |
|
|
|
121,400 |
|
|
Round One Entertainment |
|
|
25.4 |
% |
110 |
|
Albany |
|
NY |
|
|
277,900 |
|
|
|
76,700 |
|
|
|
201,200 |
|
|
Whole Foods, REI, Ethan Allen |
|
|
27.6 |
% |
111 |
|
Clay |
|
NY |
|
|
146,500 |
|
|
|
— |
|
|
|
146,500 |
|
|
n/a |
|
|
0.0 |
% |
112 |
|
East Northport |
|
NY |
|
|
179,700 |
|
|
|
93,300 |
|
|
|
86,400 |
|
|
24 Hour Fitness, AMC |
|
|
51.9 |
% |
113 |
|
Hicksville |
|
NY |
|
|
284,900 |
|
|
|
96,600 |
|
|
|
188,300 |
|
|
Chase Bank, Chipotle |
|
|
33.9 |
% |
114 |
|
Olean |
|
NY |
|
|
120,700 |
|
|
|
55,400 |
|
|
|
65,300 |
|
|
Marshall's, Ollie's Bargain Hunt |
|
|
45.9 |
% |
115 |
|
Rochester |
|
NY |
|
|
128,500 |
|
|
|
— |
|
|
|
128,500 |
|
|
n/a |
|
|
0.0 |
% |
116 |
|
Sidney |
|
NY |
|
|
94,400 |
|
|
|
— |
|
|
|
94,400 |
|
|
n/a |
|
|
0.0 |
% |
117 |
|
Victor |
|
NY |
|
|
119,600 |
|
|
|
119,600 |
|
|
|
— |
|
|
Dick's Sporting Goods |
|
|
100.0 |
% |
118 |
|
Yorktown Heights |
|
NY |
|
|
160,000 |
|
|
|
38,500 |
|
|
|
121,500 |
|
|
24 Hour Fitness |
|
|
24.1 |
% |
119 |
|
Canton |
|
OH |
|
|
190,600 |
|
|
|
116,300 |
|
|
|
74,300 |
|
|
Dick's Sporting Goods, Dave & Busters, Cheddar's |
|
|
61.0 |
% |
120 |
|
Dayton |
|
OH |
|
|
180,200 |
|
|
|
13,400 |
|
|
|
166,800 |
|
|
Outback Steakhouse |
|
|
7.4 |
% |
18
PROPERTY INFORMATION |
|
|
|
Wholly Owned Properties (cont’d)
December 31, 2020
|
|
City |
|
State |
|
Total |
|
|
Leased |
|
|
Not Leased |
|
|
Significant Tenants (1) |
|
Leased (1) |
|
||||
121 |
|
Kenton |
|
OH |
|
|
96,100 |
|
|
|
— |
|
|
|
96,100 |
|
|
n/a |
|
|
0.0 |
% |
122 |
|
Mentor |
|
OH |
|
|
219,100 |
|
|
|
— |
|
|
|
219,100 |
|
|
n/a |
|
|
0.0 |
% |
123 |
|
Middleburg Heights |
|
OH |
|
|
359,000 |
|
|
|
35,800 |
|
|
|
323,200 |
|
|
Carvana |
|
|
10.0 |
% |
124 |
|
Toledo |
|
OH |
|
|
218,700 |
|
|
|
— |
|
|
|
218,700 |
|
|
n/a |
|
|
0.0 |
% |
125 |
|
Oklahoma City |
|
OK |
|
|
223,600 |
|
|
|
50,300 |
|
|
|
173,300 |
|
|
Vasa Fitness |
|
|
22.5 |
% |
126 |
|
Happy Valley |
|
OR |
|
|
144,300 |
|
|
|
45,000 |
|
|
|
99,300 |
|
|
Dick's Sporting Goods |
|
|
31.2 |
% |
127 |
|
King of Prussia (3) |
|
PA |
|
|
210,800 |
|
|
|
174,500 |
|
|
|
36,300 |
|
|
Dick's Sporting Goods, Primark, Outback Steakhouse, Yardhouse |
|
|
82.8 |
% |
128 |
|
Lebanon |
|
PA |
|
|
117,200 |
|
|
|
— |
|
|
|
117,200 |
|
|
n/a |
|
|
0.0 |
% |
129 |
|
Walnutport |
|
PA |
|
|
121,200 |
|
|
|
— |
|
|
|
121,200 |
|
|
n/a |
|
|
0.0 |
% |
130 |
|
Bayamon (2) |
|
PR |
|
|
114,600 |
|
|
|
— |
|
|
|
114,600 |
|
|
n/a |
|
|
0.0 |
% |
131 |
|
Caguas (2) |
|
PR |
|
|
138,700 |
|
|
|
— |
|
|
|
138,700 |
|
|
n/a |
|
|
0.0 |
% |
132 |
|
Carolina (2) |
|
PR |
|
|
198,000 |
|
|
|
— |
|
|
|
198,000 |
|
|
n/a |
|
|
0.0 |
% |
133 |
|
Mayaguez (2) |
|
PR |
|
|
118,200 |
|
|
|
— |
|
|
|
118,200 |
|
|
n/a |
|
|
0.0 |
% |
134 |
|
Ponce |
|
PR |
|
|
126,900 |
|
|
|
— |
|
|
|
126,900 |
|
|
n/a |
|
|
0.0 |
% |
135 |
|
Warwick |
|
RI |
|
|
131,500 |
|
|
|
123,100 |
|
|
|
8,400 |
|
|
At Home, Hook & Reel, Skechers |
|
|
93.6 |
% |
136 |
|
Anderson |
|
SC |
|
|
117,100 |
|
|
|
117,100 |
|
|
|
— |
|
|
Burlington Stores, Sportsman's Warehouse |
|
|
100.0 |
% |
137 |
|
Charleston |
|
SC |
|
|
106,400 |
|
|
|
52,900 |
|
|
|
53,500 |
|
|
Burlington Stores |
|
|
49.7 |
% |
138 |
|
Cordova |
|
TN |
|
|
160,900 |
|
|
|
— |
|
|
|
160,900 |
|
|
n/a |
|
|
0.0 |
% |
139 |
|
Memphis |
|
TN |
|
|
112,700 |
|
|
|
100,000 |
|
|
|
12,700 |
|
|
LA Fitness, Hopdoddy, Nordstrom Rack, Ulta Beauty |
|
|
88.7 |
% |
140 |
|
Austin |
|
TX |
|
|
52,700 |
|
|
|
45,000 |
|
|
|
7,700 |
|
|
AMC |
|
|
85.4 |
% |
141 |
|
El Paso |
|
TX |
|
|
114,200 |
|
|
|
99,100 |
|
|
|
15,100 |
|
|
dd's Discount, Ross Dress for Less, Five Below, Burlington Stores |
|
|
86.8 |
% |
142 |
|
Friendswood |
|
TX |
|
|
166,000 |
|
|
|
— |
|
|
|
166,000 |
|
|
n/a |
|
|
0.0 |
% |
143 |
|
Houston |
|
TX |
|
|
134,000 |
|
|
|
134,000 |
|
|
|
— |
|
|
At Home |
|
|
100.0 |
% |
144 |
|
Houston |
|
TX |
|
|
201,700 |
|
|
|
— |
|
|
|
201,700 |
|
|
n/a |
|
|
0.0 |
% |
145 |
|
Ingram |
|
TX |
|
|
168,400 |
|
|
|
— |
|
|
|
168,400 |
|
|
n/a |
|
|
0.0 |
% |
146 |
|
Irving |
|
TX |
|
|
92,000 |
|
|
|
39,700 |
|
|
|
52,300 |
|
|
CareNow, Chick-fil-A |
|
|
43.2 |
% |
147 |
|
San Antonio |
|
TX |
|
|
164,200 |
|
|
|
157,800 |
|
|
|
6,400 |
|
|
Tru Fit, Bed Bath & Beyond |
|
|
96.1 |
% |
148 |
|
Valley View |
|
TX |
|
|
235,000 |
|
|
|
52,700 |
|
|
|
182,300 |
|
|
Industrious |
|
|
22.4 |
% |
149 |
|
Layton |
|
UT |
|
|
86,500 |
|
|
|
66,400 |
|
|
|
20,100 |
|
|
Vasa Fitness |
|
|
76.8 |
% |
150 |
|
West Jordan |
|
UT |
|
|
171,000 |
|
|
|
171,000 |
|
|
|
— |
|
|
Burlington Stores, At Home |
|
|
100.0 |
% |
151 |
|
Alexandria |
|
VA |
|
|
262,100 |
|
|
|
— |
|
|
|
262,100 |
|
|
n/a |
|
|
0.0 |
% |
152 |
|
Chesapeake |
|
VA |
|
|
169,700 |
|
|
|
— |
|
|
|
169,700 |
|
|
n/a |
|
|
0.0 |
% |
153 |
|
Fairfax |
|
VA |
|
|
211,000 |
|
|
|
179,400 |
|
|
|
31,600 |
|
|
Dave & Busters, Dick's Sporting Goods |
|
|
85.0 |
% |
154 |
|
Virginia Beach |
|
VA |
|
|
166,200 |
|
|
|
79,300 |
|
|
|
86,900 |
|
|
DSW, The Fresh Market, Nordstrom Rack, Smokey Bones |
|
|
47.7 |
% |
155 |
|
Warrenton |
|
VA |
|
|
75,500 |
|
|
|
62,200 |
|
|
|
13,300 |
|
|
HomeGoods |
|
|
82.4 |
% |
156 |
|
Redmond |
|
WA |
|
|
230,700 |
|
|
|
— |
|
|
|
230,700 |
|
|
n/a |
|
|
0.0 |
% |
157 |
|
Greendale |
|
WI |
|
|
187,500 |
|
|
|
133,700 |
|
|
|
53,800 |
|
|
Dick's Sporting Goods, Round One Entertainment |
|
|
71.3 |
% |
158 |
|
Madison |
|
WI |
|
|
118,400 |
|
|
|
118,400 |
|
|
|
— |
|
|
Dave & Busters, Total Wine & More, Hobby Lobby |
|
|
100.0 |
% |
|
|
Total - Wholly Owned Properties |
|
24,540,800 |
|
|
|
7,913,200 |
|
|
|
16,627,600 |
|
|
|
|
|
32.2 |
% |
19
PROPERTY INFORMATION |
|
|
|
Wholly Owned Properties (cont’d)
December 31, 2020
(1) |
Based on signed leases as of December 31, 2020. |
(2) |
Denotes property subject to the Holdco Master Lease. |
(3) |
Property is subject to a ground lease. |
20
DISCLOSURES |
|
|
|
The Company makes reference to NOI, Total NOI, FFO and Company FFO which are financial measures that include adjustments to accounting principles generally accepted in the United States (“GAAP”).
None of NOI, Total NOI, FFO or Company FFO, are measures that (i) represent cash flow from operations as defined by GAAP; (ii) are indicative of cash available to fund all cash flow needs, including the ability to make distributions; (iii) are alternatives to cash flow as a measure of liquidity; or (iv) should be considered alternatives to net income (which is determined in accordance with GAAP) for purposes of evaluating the Company’s operating performance. Reconciliations of these measures to the respective GAAP measures the Company deems most comparable have been provided in the tables accompanying this press release.
Net Operating Income ("NOI”) and Total NOI
NOI is defined as income from property operations less property operating expenses. Other REITs may use different methodologies for calculating NOI, and accordingly the Company’s depiction of NOI may not be comparable to other REITs. The Company believes NOI provides useful information regarding Seritage, its financial condition, and results of operations because it reflects only those income and expense items that are incurred at the property level.
The Company also uses Total NOI, which includes its proportional share of unconsolidated properties. This form of presentation offers insights into the financial performance and condition of the Company as a whole given the Company’s ownership of unconsolidated properties that are accounted for under GAAP using the equity method.
The Company also considers NOI and Total NOI to be a helpful supplemental measure of its operating performance because it excludes from NOI variable items such as termination fee income, as well as non-cash items such as straight-line rent and amortization of lease intangibles.
Funds from Operations ("FFO") and Company FFO
FFO is calculated in accordance with NAREIT which defines FFO as net income computed in accordance with GAAP, excluding gains (or losses) from property sales, real estate related depreciation and amortization, and impairment charges on depreciable real estate assets. The Company considers FFO a helpful supplemental measure of the operating performance for equity REITs and a complement to GAAP measures because it is a recognized measure of performance by the real estate industry.
The Company makes certain adjustments to FFO, which it refers to as Company FFO, to account for certain non-cash and non-comparable items, such as termination fee income, unrealized loss on interest rate cap, litigation charges, acquisition-related expenses, amortization of deferred financing costs and certain up-front-hiring costs, that it does not believe are representative of ongoing operating results.
- 21 -
DISCLOSURES |
|
|
|
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: declines in retail, real estate and general economic conditions; the impact of the COVID-19 pandemic on the business of the Company’s tenants and business, income, cash flow, results of operations, financial condition, liquidity, prospects, ability to service the Company’s debt obligations and ability to pay dividends and other distributions to shareholders, the Company’s historical exposure to Sears Holdings and the effects of its previously announced bankruptcy filing; the litigation filed against us and other defendants in the Sears Holdings adversarial proceeding pending in bankruptcy court; Holdco’s termination and other rights under its master lease with us; competition in the real estate and retail industries; risks relating to recapture and redevelopment activities; contingencies to the commencement of rent under leases; the terms of the Company’s indebtedness; restrictions with which the Company is required to comply in order to maintain REIT status and other legal requirements to which the Company is subject; failure to achieve expected occupancy and/or rent levels within the projected time frame or at all; the impact of ongoing negative operating cash flow on the Company’s ability to fund operations and ongoing development; the Company’s ability to access or obtain sufficient sources of financing to fund the Company’s liquidity needs; the Company’s relatively limited history as an operating company; and environmental, health, safety and land use laws and regulations. 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, 2020, and the risk factors relating to Sears Holdings and Holdco therein. 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.
22
Seritage Growth Properties
500 Fifth Avenue | New York, NY 10110
212-355-7800 | www.seritage.com
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