Title

Presentation

Operator: Greetings, and welcome to the Seaport Entertainment Group Fourth Quarter 2024 Earnings Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder this conference is being recorded. It is now my pleasure to introduce your host, Matt Partridge, Chief Financial Officer. Thank you. You may begin.

Matt Partridge: Thank you, operator and good morning everyone. Thank you for joining us today for our inaugural earnings conference call. With me today is our Chairman and President, and CEO, Anton Nikodemus. As outlined in our earnings announcement press release from a few weeks ago, we solicited questions ahead of today’s call and we’ve incorporated many of those questions and answers into our prepared remarks. If you have additional questions after today’s call, please contact ir@seaportentertainment.com and we’ll respond to any additional questions accordingly. Before we begin, I’d like to remind everyone that many of our comments today are considered forward-looking statements under federal securities law. The Company’s actual future results may differ significantly from the matters discussed in these forward-looking statements and we undertake no duty to update these statements.

Factors and risks that could cause actual results to differ materially from expectations are disclosed from time to time in greater detail in the Company’s Form 10-K, Form 10-Q and other SEC filings. You can find our SEC reports, earnings release and most recent investor presentation on our website at www.seaportentertainment.com. With that, I’ll now turn the call over to Anton.

Anton Nikodemus: Thanks Matt, and good morning everyone. We had a very successful 2024 and a start to 2025, and we’re excited to be having our inaugural earnings conference call to discuss the progress that Seaport Entertainment Group has made since our formation in the summer of 2024. As many of you know, we officially separated from Howard Hughes Holdings and became an independent, standalone public company on July 31, 2024 and began trading on the New York Stock Exchange American on August 1 under the ticker symbol, SEG. The formation and separation of Seaport Entertainment Group was grounded in the belief that a number of high quality yet underperforming assets within Howard Hughes successful master plan community portfolio required an operations centric team of executives focused on hospitality and entertainment to unlock the best opportunities to maximize long term value.

Since the decision was made to create Seaport Entertainment Group, we’ve established a best-in-class team with a mix of new and legacy team members to address underlying issues within our core portfolio while creating a platform that can scale to a premier real-estate centric hospitality and entertainment company. Over the past seven months we’ve made significant progress in addressing near term priorities which have resulted in fortifying our balance sheet through 175 million rights offering, implementing technology and infrastructure initiatives to allow us to reset how we use data and systems to make operational decisions and drive efficiencies, establishing a new vision of what we believe the Seaport Neighborhood in New York City can become and introducing that vision into the market, identifying and prioritizing value creation opportunities throughout the portfolio for 2025 and beyond and bringing in-house the food and beverage operations team at the Seaport to allow us more direct oversight over day to day decision making in our restaurants including areas such as labor management, purchasing procurement and comprehensive sales strategies.

Overall, I’m very pleased with how our team has come together and the culture we’re building which is a foundational priority as we collectively work towards accomplishing our long term goals both in New York City and Las Vegas. Speaking of New York City, let’s start with the Seaport and some of the announcements we’ve made over the past months, and then I’ll get into other parts of the portfolio some of our growth opportunities and then Matt can actually take us through our financial and operational performance, our balance sheet and how we are thinking about capital allocation. As many of you are aware, the Seaport, which is located along the East River in Lower Manhattan, has numerous opportunities for improvement and is an outsized priority for our company.

The Seaport is made up of a few different components including Pier 17, a mixed use building featuring a concert venue on the rooftop, multiple restaurants and creative office space, the Tin Building, a food market by Jean-Georges and the four block pedestrian only historic district that we commonly refer to as the Cobblestones because of its historic cobblestone streets, and one acre development site called 250 Water Street. We believe the two areas within Seaport that require the most immediate focus are the Tin Building by Jean-Georges, which is a beautifully curated culinary experience with multiple full service and quick service restaurants, an integrated specialty market and complementary retail and the existing vacancy through Pier 17 and the Cobblestones.

The Tin Building, launched in late ’22 to significant acclaim but unfortunately has not been a profitable venture. Our near term focus, especially now that we brought the operations team in-house at the beginning of this year, is to simplify the offerings within the building by consolidating certain concepts that have not performed and combining those spaces into better performing concepts to create additional scale. This allows us to leverage the brands of our best performing outlets to reduce fixed labor by decreasing the amount of management needed, remove equipment and infrastructure by going from two kitchens to one and cutting maintenance and repair costs and improving the efficiencies of service and production by having more seats associated with one kitchen and one menu.

Furthermore, we can create efficiencies and economies of scale throughout the building by consolidating the specialty market and retail into one better defined area. Expand the number of bar seats throughout the building, which should drive improved margins and create a more of an attractive, inviting experience when a customer walks into the building. Increase event related business through better defined spaces with our new dedicated property wide event sales team and implement best practices such as centralized purchasing and procurement, a flatter management structure and a more effective utilization of the third floor commissary kitchen. Overall, given the historical performance of the Tin Building, this is an enormous priority for us, especially in 2025 as we look to meaningfully reduce our cash burn and position the company to be long term cash flow positive.

As we think about long term cash flow growth, we need to program the existing vacancy within Pier 17 and the cobblestones to optimize the utilization of our controlled real-estate. Pier 17 has historically had over 100,000 square feet of vacancy, mostly concentrated on the third and fourth floors and most of which was previously marketed as office space but hasn’t been fully occupied since the pier completed its construction in 2017. As we took over the strategy for programming, we focused our team’s attention to entertainment, food and beverage, retail and specialty concepts that will allow us to drive unique customer visitation to the Neighborhood. Over the past few months, we’ve been identifying new and exciting partnerships that we think will ultimately make the Seaport one of New York City’s most sought after Neighborhood’s as we work to create a destination rooted in entertainment and hospitality for the local community, New Yorkers more broadly and tourists alike.

Just yesterday we announced we are bringing the highly successful immersive art and entertainment experience creator Meow Wolf to Pier 17 through a long term 20-year lease. They will take nearly 75,000 rentable square feet including most of the vacancies on the third and fourth floors. Meow Wolf is a difficult concept to describe because it is truly a one of kind both as a company and with each exhibition they create. For those of you who may not have experienced Meow Wolf’s celebrated work in their original Santa Fe location or some of their permanent exhibits, they create immersive, interactive experiences that transport their audience through storytelling and exploration. We are especially excited to partner with Meow Wolf because of their community focused approach to design and programming where they have historically used local artists as components of their overall exhibits design teams, which has led to their designation as the first certified B Corporation in the entire entertainment industry.

Given their performance in other markets, we anticipate Meow Wolf drive more than 1 million people to the Seaport each year because it appeals to people from all generation and customer segments. For additional context, our highly successful Rooftop at Pier 17 Concert Series brings approximately 200,000 visitors to the Seaport each year. So if Meow Wolf is driving 1 million people or more to the Neighborhood, they provide us with an opportunity to increase customer visitation more than five times what is generated by our concerts. We believe this will be a substantial benefit, to our restaurants, tenants and partners, the Tin Building and the Seaport Neighborhood more broadly. We look forward, to more detailed announcements from Meow Wolf regarding overall theme, opening date and programming in the coming months.

In addition to Meow Wolf, we also signed a short-term license agreement with the Dead Rabbit, the iconic Irish pub based in Lower Manhattan. Our partnership brought programming to our restaurant space on The Rooftop at Pier 17, which began with their highly successful Jingle Jangle Pop up during the holidays, and has now transitioned to the sports themed Joxer’s. And finally, we are extremely excited about the opening of the first partnership we originated at Seaport Entertainment Group, Gitano New York City. Gitano New York City is the flagship U.S. location for the Tulum based Grupo Gitano, which also has locations in Tulum and Dubai. Gitano New York City is a modern Mexican restaurant and lounge that, brings a combination of dining and nightlife, which we’ve not yet had at the Seaport.

While not new to New York City, as they were previously operating on Governors’ Island, and before that in SoHo as seasonal pop-ups, Gitano New York City now occupies nearly 14,000 square feet in Pier 17, via a license agreement that will transition to a long-term 10-year lease, delivering a year round experience with indoor, outdoor waterfront views overlooking the East River, the Brooklyn Bridge and the Brooklyn skyline. As we look ahead, we’re excited about the momentum, we have had with our leasing and partnership initiatives. As we’re in discussions with many other entertainment, retail, food and beverage, and lifestyle concepts that, we will believe will complement our existing partners at the Seaport, and continue to add to the vibrancy of the overhaul neighborhood.

Beyond the leasing and partnership initiatives for our existing vacancies, we’ve also been able to make positive strides, related to The Rooftop at Pier 17 concert venue. We recently extended our partnership with Live Nation for another five years, which aligns us with one of the most effective entertainment promoters, and producers in the world. And I’m pleased to highlight the fact that, we’ve undertaken multiple initiatives to provide new ticketing packages that, should drive better yields, while also delivering unique experiences for our customers. In order to leverage the success of The Rooftop at Pier 17, we recently announced we will be constructing a seasonal, two-story glass enclosure on The Rooftop that, will allow us to host concerts, comedians, public and private events during the winter months in a temperature controlled environment, closed to any elements while still preserving the venue’s iconic views of the Brooklyn Bridge, the East River and Brooklyn and Manhattan skylines.

We believe this initiative, is going to help us combat the seasonality of Seaport Neighborhood, and increase the utilization and financial performance of The Rooftop at Pier 17, and our other offerings throughout the Seaport. Even with all of these exciting opportunities, our progress at Seaport is not just specific, to some of our more recent announcements and partnerships. Matt will speak to our overall operating performance in more detail, but I will highlight that during the fourth quarter, we were able to deliver overall hospitality revenue growth of 12.8%, with same-store hospitality revenues down 3.5%. These results are inclusive of our consolidated restaurant operations, and unconsolidated venues such as the Tin Building and Lawn Club.

The weakness in our same-store results, was due to underperformance at the Tin Building and the non-same-store nature of some of our higher growth venues. The strength in overall hospitality revenues, was driven by year-over-year non-comparable concepts such as Lawn Club and the Dead Rabbit pop-up on The Rooftop at Pier 17, as well as two of our standalone Pier 17 restaurants, the Fulton by Jean-Georges and Malibu Farms. Finally, before we turn the focus to Las Vegas, I did want to provide an update on our development site, 250 Water Street. For those of you who aren’t familiar with the project, 250 Water Street is a development project with entitlements, to build a 26-story building that includes more than 200,000 square feet of commercial space, and up to 399 apartment units in the Seaport.

This development opportunity, is especially unique, because it qualifies as a legacy project under the since expired 421-a tax abatement program. Given this tax abatement structure, we believe the project’s development opportunity, is especially attractive in the overall Manhattan multifamily real estate market. And we believe the best value for the company, is going to be realized either through an outright sale, to a developer and an operator who specializes in multifamily, and mixed use developments, or to partner with someone with this expertise. As a result, we’ve engaged a leading investment sales team to explore different options for the site, including a partnership, or outright sale. In addition to assessing other potential more creative structures that, could drive enhanced valuation.

This will be a comprehensive process that, is intended to drive the best long-term value, for the company and our shareholders. Shifting to our other primary market, Las Vegas. We are very excited about the upcoming season, and opportunities for both the Las Vegas Aviators and the Las Vegas Ballpark. The Aviators are the AAA affiliate of the Oakland A, soon to be Las Vegas A’s, as many have asked what we believe will be the impact to the Aviators, when the A’s move to Las Vegas. As a former Summerlin resident, where the Las Vegas Ballpark is located, and where the Aviators play, I think it’s going to be a long-term benefit and there are other markets where the same dynamic exists, and performance in those markets suggests it should be a long-term positive for our team in the A’s.

The Aviators are one of the longest tenured sports franchises in Las Vegas, and are broadly supported by the community. The Ballpark is a tremendous facility that, adds to the overall game day experience, and by introducing the A’s into the market, that community now has the opportunity to see the Las Vegas A’s Stars of tomorrow, for the Las Vegas Aviators today. More often than not, first round draft picks, or players who are on assignment for rehabilitation from injuries, and other dynamics cause high profile players, to play at the AAA level, which gives fans an affordable price point, to see some of their favorite players, and then in turn they’ll be able to see them in the big leagues, as the Las Vegas A stadium once it’s completed. We think this dynamic, ultimately creates a more integrated fan experience, from initial player affiliation, all the way through stardom at the big league level, and we’re looking forward to a continued collaborative partnership with the A’s.

For 2025, it’s still early in the sales process, but we’re encouraged by ticket sales so far, and look forward to a lively opening day experience on March 28. In terms of the Ballpark, we believe we have a great opportunity to drive additional event revenue, by programming the facility during non-game days. The baseball team plays their games during some of the hottest months of the year, leaving us an attractive inventory of dates, for alternative programming during some of the best months to be outside in Las Vegas. We’re evaluating everything from community, and corporate events to concerts, to drive additional cash flow, from what is a unique facility in Las Vegas, where outdoor venues are few and far between. Before I turn it over to Matt, I did want to touch on some of our growth opportunities, beyond the existing base.

As some of you may see, it was publicly disclosed that, we were selected to be the operator of the renowned and iconic Bryant Park Grill and Café, in partnership with Jean-Georges Restaurants. To be clear, the agreement is not finalized, but we are in active discussions related to their RFP process. This is an incredible opportunity to operate one of the most iconic restaurants in New York City, and it’s especially interesting, because we’re able to leverage our partnership with Jean-Georges Restaurants, through our 25% ownership position. Even more importantly, this represents the potential deployment of our operating platform, as an additional tool for unique growth prospects, outside of our emphasis on owned real estate. In terms of longer term growth, we’re intently focused on finding opportunities that fall into our real estate entertainment, and food and beverage and hospitality, and sports pillars of operations and investment.

While we have a lot to accomplish within our existing portfolio, we built a platform that can efficiently scale, and we’re hoping to find accretive opportunities, to further leverage our team technology and relationships. With that, I’ll now turn it over to Matt.

Matt Partridge: Thanks, Anton. Before we go into our operating and financial performance for the fourth quarter, I’ll caveat that some of our year-over-year comparisons, are impacted by new businesses, closed businesses, separation related expenses, and other operating changes that in certain instances, make the comparisons more nuanced. As we bring on new leases and partnerships, and work to implement many of our cost containment measures, operational improvements and other best practices, we anticipate gains in overall segment operating income over time, which could come with potentially lower revenues, but better overall flow through in segment profitability. With that being said, let’s first start with our operating revenues, and performance by various business segments.

Total consolidated revenues during the fourth quarter were $22.8 million, largely flat year-over-year. Compared to the fourth quarter of 2023, our consolidated sponsorship events and entertainment revenues were down 13.6%, primarily due to reduced winter programming at Pier 17 and throughout the Seaport, which ultimately allowed us to lower expenses improve overall flow through for the segment. Consolidated hospitality revenue increased 6.5% during the quarter and as Anton mentioned, overall hospitality revenue grew 12.8% and same-store hospitality revenues were down 3.5%. Overall hospitality revenues in same-store results are inclusive of our consolidated restaurant operations and unconsolidated venues such as the Tin Building and Lawn Club.

The consolidated hospitality revenues only include our wholly owned venues. The financial results of our unconsolidated venues such as the Tin Building and Lawn Club are reflected in the equity and earnings losses from unconsolidated ventures line items on our P&L. From an operating income perspective, the hospitality segment was down year-over-year due to higher operating expenses and payroll, some of which were one time in nature in anticipation of bringing in-house the operations team at the beginning of the year. We anticipate headwinds for hospitality revenue growth in the first quarter of 2025 due to strategic reductions in operating hours that should ultimately improve the bottom line but negatively influence our revenue metrics. We will continue to right-size our business to align with seasonality and demand, but also anticipate demand to grow as we improve offerings throughout our leasing, entertainment and repositioning efforts.

Furthermore, we’re excited about the momentum from the fourth quarter, especially related to group and event business that we think will translate into 2025 during the seasonally stronger second, third and fourth quarters. Rental revenues were up nearly 15% during the quarter, primarily due to the benefit of our Alexander Wang lease in the Fulton Market Building of the Seaport which commenced in December of 2023, and we were able to hold operating expenses relatively flat, improving year-over-year flow through for our landlord segment. Overall, we improved our combined business segment’s profitability by nearly 20% during the fourth quarter of 2024 versus 2023. Moving down the P&L, general and administrative expenses during the quarter were just under $10 million.

We’ve continued to have a number of moving pieces in our G&A as we work through one time transition items related to technology initiatives, structural team changes and other cleanup. Given the onboarding of the operations team at the beginning of this year, the first quarter of 2025 will continue to have some one-time items, but we anticipate the second quarter of 2025 being a stabilization point for quarterly G&A expense. The second quarter won’t be a true run rate because we are working to renegotiate legacy agreements, identify sustainable expense savings and leverage technology that will drive long term efficiencies. As a result, we would expect second quarter G&A to come down in subsequent quarters, but it should be a good barometer to future to measure future improvement.

$2 million of other income during the fourth quarter was related to a legacy lawsuit settlement which is one time in nature. An interest income or expense was positive during the quarter and improved year-over-year due to interest income earned on cash deposits from recently completed rights offering, the positive effects of capitalized interest to the P&L related to our 250 Water Street loan and a lower outstanding 250 Water Street loan balance when compared to 2023 because of the loan paydown that occurred around the time of our separation. Equity earnings losses from unconsolidated ventures was negatively impacted by the effects of our $10 million write-off of the warrants related to our Jean-Georges Restaurants investment. These warrants were originally structured to allow Seaport to acquire an additional 20% ownership interest in Jean-Georges Restaurants at a fixed price per share.

The expiration date of the warrants is March 2026, but given the onboarding of the operations team anticipated transition of Jean-Georges food and beverage management agreements to license agreements, overall valuation implied in the warrants and our capital allocation strategies, we felt it was appropriate to write these warrants off in their entirety. In addition to the write-off equity and earnings losses from unconsolidated ventures benefited from improved year-over-year bottom line performance of the Tin Building and Lawn Club, the latter of which saw especially strong into the year with numerous high profile events such as the Heisman Watch party for the University of Colorado and their eventual Heisman winner Travis Hunter and the wrap party for the new Happy Gilmore 2 movie.

Overall fourth quarter net loss attributable to common stockholders was $41.6 million, representing an increased loss of $5.6 million or 16% versus the comparable period in 2023. Fourth quarter net loss attributable to common stockholders per share was $3.63, an improvement of $2.89 per share or 44% compared to the fourth quarter of 2023. Non-GAAP adjusted net income loss attributable to common stockholders is a financial measure we believe supplements the company’s GAAP operating and financial results in period-over-period comparisons by adjusting for certain potential distortions or certain non-cash items. The calculation of this metric removes the effects of consolidated and unconsolidated non-recurring items such as the previously referenced lawsuit settlement write-off of the Jean-Georges Restaurant warrants and loss on early extinguishment of debt.

The metric also for consolidated and unconsolidated non-cash items adjust items such as depreciation and amortization, non-cash compensation expense, the net effect of non-cash straight line rent and capitalized interest. Non-GAAP adjusted net loss attributable to common stockholders for the fourth quarter was $19.2 million, representing an improvement of $8.8 million or more than 31% versus the comparable period in 2023. Fourth quarter non-GAAP adjusted net loss attributable to common stockholders per share was $1.67, an improvement of $3.39 per share or 67% compared to the fourth quarter of 2023. While this is the first quarter for Seaport Entertainment Group as a standalone company, we’re very encouraged by these year-over-year improvements as we reorient our businesses in an effort to drive long term profitability.

Turning to the balance sheet, total long term debt outstanding as of December 31 was $102.4 million and net debt to gross assets at quarter end was negative 8%. Our negative net debt position is primarily a product of proceeds from the completion of our rights offering in October. As part of the rights offering, we issued 7 million shares of common stock at a $25 price per share, generating net proceeds to the company of approximately $167 million. The rights offering was more than two times oversubscribed, which we believe is a strong endorsement of our Go Forward strategy and our high quality portfolio. As a result of our existing cash balances coming into the quarter and the rights offering proceeds, we ended the year with cash-and-cash equivalents of approximately $168 million.

We received numerous questions as to how we think about cash on the balance sheet will be utilized as we execute on our Go Forward business plan. In terms of capital allocation, a portion of the cash will be used to absorb operating losses as it will take time to lease up or program the existing vacancy within the Seaport, fix the operating model of the Tin Building and optimize the food and beverage operations. However, a significant amount of the capital will be used for landlord work, tenant improvement allowances and leasing commissions as we lease and program the vacancy to optimize the utilization of our real-estate and cash flow for the Seaport. How much cash will be utilized for these items is going to depend on the types of tenants and uses we ultimately bring to the Seaport because certain uses require more capital than others.

That being said, our focus is on creating New York City’s next great Neighborhood that is rooted in hospitality and entertainment and we want to make sure that the merchandising partnerships and amenities of the Neighborhood deliver on this mission. Beyond these uses, there will be some year-to-year maintenance capital expenditures throughout our various facilities and then any balance of capital will likely be used for growth opportunities such as Bryant Park or other yet to be identified projects. Before we wrap up, I did want to touch on our intentions for forward-looking guidance and improved disclosure. It is important to us that everyone has confidence in the future of the company and the adequate information to project future results utilizing our disclosure as a baseline to apply their own assumptions and perspectives.

While we will not be providing formal guidance for the foreseeable future due to numerous moving parts within the company, we will evaluate providing forward guidance as a company – as the company and our businesses stabilize over time. Additionally, we are committed to providing more robust portfolio detail, operational metrics and performance indicators to help the investment community measure our progress and performance. We anticipate providing this additional disclosure starting with our first quarter 2025 operating and financial results. We appreciate everyone’s interest and support in Seaport Entertainment Group and I’ll turn the call back over to Anton for closing remarks.

Anton Nikodemus: Thanks Matt. 2024 was a transformative year for us and I’m excited about the tremendous progress that we’ve made over these past seven months. But this is just the beginning and I’m optimistic we will execute on the identified areas for improvement and we will find unique opportunities for growth. We appreciate all of our team’s hard work and the continued support of our shareholders as we look forward to providing additional updates on our company and our progress in the coming months. And thank you so much for joining us today, And thank you, operator

Operator: Thank you. And ladies and gentlemen, this does conclude today’s conference. You may disconnect your lines at this time. Thank you for your participation.

Q – :