Seritage Growth Properties (NYSE: SRG): Navigating a Strategic Transformation Amidst Challenging Retail Landscape

Seritage Growth Properties (NYSE: SRG) is a real estate investment trust (REIT) that has been undergoing a significant transformation in recent years. The company, which was previously focused on owning, developing, and redeveloping diversified retail and mixed-use properties throughout the United States, has shifted its strategy in response to the evolving retail landscape.

In 2022, Seritage announced that its Board of Trustees had commenced a process to review a broad range of strategic alternatives to enhance shareholder value. This strategic review process remains ongoing as the company executes its Plan of Sale, which was approved by shareholders in October 2022. The Plan of Sale allows Seritage to sell all of its assets, distribute the net proceeds to shareholders, and ultimately dissolve the company.

Business Overview

Seritage's portfolio currently consists of interests in 27 properties, comprising approximately 3.5 million square feet of gross leasable area (GLA) or build-to-suit leased area, and 410 acres of land. The portfolio is divided between 18 consolidated properties (2.3 million square feet of GLA and 276 acres) and 9 unconsolidated properties (1.2 million square feet of GLA and 134 acres).

Prior to the strategic shift, Seritage was primarily engaged in the ownership, development, redevelopment, disposition, management, and leasing of diversified retail and mixed-use properties. The company's portfolio included a mix of multi-tenant retail assets, as well as properties with densification and redevelopment opportunities. Seritage had identified various sites that it believed had the demographic profile to support other uses, such as residential, biotechnology, and office.

Financials

For the full year 2023, Seritage reported annual net income of -$154,873,000, annual revenue of $20,579,000, annual operating cash flow of $99,492,000, and annual free cash flow of -$633,419,000. These figures reflect the company's ongoing transition and the challenges it has faced in the retail sector.

In the first quarter of 2024, Seritage reported a net loss of $18,985,000, with rental income of $5,725,000 and total revenue of $5,773,000. The company's property operating expenses were $3,673,000, and it recorded a gain on the sale of real estate of $1,139,000. Seritage also recognized an impairment of real estate assets of $1,148,000 during the quarter.

Liquidity

Seritage's primary uses of cash include the payment of property operating and other expenses, as well as certain development expenditures. The company's property rental income has not fully funded these obligations, and Seritage has recorded net operating cash outflows of $16,624,000 in the first quarter of 2024.

To fund its operations and obligations, Seritage has been relying on a combination of capital sources, including the sale of consolidated and unconsolidated properties, as well as its existing cash on hand. During the first quarter of 2024, the company sold five properties for aggregate consideration of $48.8 million and recorded a gain of $1.1 million.

As of March 31, 2024, Seritage had $114,875,000 in cash and cash equivalents and $15,883,000 in restricted cash, for a total of $130,758,000 in cash and cash equivalents and restricted cash. The company also had $330,000,000 outstanding on its term loan facility, which it has been actively paying down, with an additional $50,000,000 in principal payments made subsequent to the end of the first quarter.

Impairment and Strategic Shift

In the first quarter of 2022, Seritage announced its review of strategic alternatives, which led the company to determine that the best plan for its assets was to pursue sales. As a result, the company's anticipated holding periods with respect to certain assets changed, leading to the recognition of impairment losses.

During the first quarter of 2024, Seritage agreed to sell two assets below book value, resulting in the recognition of $1,148,000 in impairment losses. The company continues to evaluate its portfolio, including its development plans and offers received, which may result in additional impairments in future periods on its consolidated properties and investments in unconsolidated entities.

Investments in Unconsolidated Entities

Seritage conducts a portion of its property rental activities through investments in unconsolidated entities. As of March 31, 2024, the company had investments in seven unconsolidated entities, including joint ventures with Brookfield Properties Retail, Simon Property Group, Invesco Real Estate, and others.

During the first quarter of 2024, Seritage's share of the net income (loss) of its unconsolidated entities was $379,000. This represents a significant improvement compared to the first quarter of 2023, when the company's share of the net loss of its unconsolidated entities was $36,372,000, primarily due to a $70,806,000 impairment charge recorded by one of the unconsolidated entities.

Risks and Challenges

Seritage faces several risks and challenges as it navigates its strategic transformation. The ongoing shift in the retail landscape, with the rise of e-commerce and changing consumer preferences, has put significant pressure on the company's portfolio of retail properties. Additionally, the company's reliance on asset sales to fund its operations and obligations exposes it to market conditions and the availability of buyers.

The company's ability to successfully execute its Plan of Sale and maximize value for shareholders is also subject to various uncertainties and risks. There can be no assurance that the strategic review process will result in any transaction or that Seritage will be successful in fully executing the Plan of Sale.

Outlook

Seritage's strategic transformation is ongoing, and the company remains focused on maximizing the value of its assets through the execution of its Plan of Sale. While the company has made progress in monetizing its portfolio and reducing its debt, the challenges facing the retail sector and the uncertainties surrounding the strategic review process continue to weigh on Seritage's financial performance.

Conclusion

As Seritage navigates this critical juncture, investors will be closely watching the company's ability to effectively manage its liquidity, execute its asset sales, and ultimately deliver value to shareholders. The outcome of Seritage's strategic review process will be a key determinant of the company's future direction and the potential returns for its investors.