SEG - NYSE

Ladies and gentlemen, greetings and welcome to Seaport Entertainment Group Second Quarter 2025 Earnings Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Matt Partridge, Chief Financial Officer. Go ahead.

Thank you, operator and good morning, everyone. With me today is our Chairman, 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 at seaportentertainment.com. 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 releases and more recent investor presentation on our website at seaportentertainment.com. With that, I'll now turn the call over to Anton.

Thanks, Matt. Good morning, everyone. We had a busy second quarter and start to the third quarter as our team has worked diligently to make measurable progress on the priorities we outlined at the beginning of the year. Those priorities include working closely with our partners at Jean-Georges to evolve the Tin Building experience to meet guest needs while improving financial performance, programming and leasing the existing vacancy throughout the Seaport neighborhood to drive improved cash flows, frequency of visitation and customers' length of stay, monetizing limited or noncash flowing assets such as 250 Water Street through outright sales or strategic partnerships, optimizing the utilization of the Las Vegas Ballpark through unique relationships and special events and improving our organizational infrastructure to allow us to operate more efficiently. First and foremost, I want to provide an update on the 250 Water Street process. We've had a tremendous amount of interest from potential strategic capital partners, developers and investors as we explore the long-term path for the project. We're evaluating all options to maximize value for the company and there are still a number of items to work through before we can disclose potential terms of a transaction. Furthermore, I'll caveat that this is a progress update and not an indication that a transaction will be completed. Having said that, we are optimistic we will be able to provide a further update in the near future. Once completed, this will be another positive step forward in our effort to reduce our cash burn and achieve operational breakeven sometime in 2026. As we seek to create operational efficiencies within the organization, we recently announced a number of structural changes to finalize the internalization of the food and beverage operations at Seaport, which was a key for our long-term strategy. These changes were made in partnership with the Jean-Georges restaurant team and included finalizing agreements to obtain 100% of Jean-Georges' interest in the Tin Building joint venture effectively collapsing the JV in the process and transitioning away from the management agreements with Jean-Georges for the Tin Building in the Fulton and replacing those with new license agreements, which we believe is a win-win for us as well as the JG team. These changes enable Seaport Entertainment Group to directly manage the hospitality operations where we are strategically focusing on operational efficiencies. For Jean-Georges Restaurants, in which we continue to hold a 25% ownership stake, these changes allow the company to further leverage the strong platform and proven track record in licensing the renowned Jean-Georges' brand. Overall, Jean-Georges Restaurants is an important relationship for us at Seaport and more broadly through our 25% ownership stake. We look forward to continuing to work with JG team at the Tin Building and the Fulton and to finding additional ways to collaborate and partner together in the future. On the leasing front, we continue to make solid progress, increasing occupancy throughout the Seaport neighborhood. Over the past few months, we have signed 2 long-term leases. One with Willett's New York City and the other with Cork Wine Bar, both of which will occupy previously vacant space in the historic Cobblestones District. Willett's NYC will deliver a true old world New York City experience, paying homage to the neighborhood's rich maritime history. The owner is a long-time Seaport resident and the concept will operate across all dayparts with 3 distinct experiences, a morning cafe, a tavern for lunch and dinner and a second floor whiskey-focused bar with live jazz in the evenings. Cork Wine Bar, which has its original location in SoHo is a neighborhood wine bar that will further expand on the Seaport's food and beverage offerings with its expansive well-curated wine list. In both instances, we expect these new partners will add to the neighborhood's overall energy and will complement our existing offerings. Beyond these few announcements, we're seeing strong momentum in overall programming and prospective tenants and partners are very receptive to our vision for the neighborhood. We're seeing interest from a range of concepts, many of which are actively evaluating. So I'm hopeful we'll have more announcements in the coming months. Another leasing-related item I would like to highlight is the recent announcement that Nike exercised their early termination right related to their office space at Pier 17. Their decision changes their lease expiration date from Q1 2030 to Q1 2027 and requires Nike to make a $4 million termination payment, half of which was paid in the second quarter at the time they gave notice to terminate. While we greatly value Nike as a partner and while we intend to continue to find ways to work together, this early termination creates an opportunity in our shift to a hospitality and entertainment-focused destination by providing greater optionality for us to expand the types of businesses in the neighborhood, which we've outlined as part of our long-term strategy. Moving on to priming updates. We've substantially completed the build-out of Pier 17's new riverdeck bar, which is located adjacent to Malibu Farm on the north side of the pier. This project represents another clear example of our team's focus on key strategies outlined during our inaugural earnings call by delivering on an emphasis to increase the number of bar seats at Pier 17 to capture the demand while hosting marquee events on seasonally strong weather days and from our acclaimed Seaport Concert Series on The Rooftop at Pier 17. We anticipate its formal opening will occur in the next week or 2, though we have temporarily opened it to support a few key events, including what is likely to be our largest event this year, the 49th Annual Macy's Fourth of July Fireworks celebration. The event featured NBC broadcasted performances on The Rooftop at Pier 17 with a star-studded lineup and the night culminated in an unforgettable fireworks display including pyrotechnics launched directly from the Brooklyn Bridge for more than 10,000 people in attendance at the Seaport. This event came together thanks to the incredible collaboration across our events, operations, facilities, sponsorship, marketing and security teams and in partnership with Macy's and multiple city agencies. We're grateful to the Macy's team for their partnership, bringing one of the city's most iconic celebrations to life right here in the Seaport. And I can't thank our team enough for their commitment, effort and teamwork that made this event such a huge success. We are engaged in numerous discussions to bring more of these large-scale events to Seaport and the New York City Wine & Food Festival being the next neighborhoodwide event we are excited to host in October. The 2025 New York City Wine & Food Festival will feature more than 60 events with over 300 top chefs, culinary personalities, mixologists, winemakers, content creators and celebrities. The Seaport will act as the main campus for many of these events with our very own Jean-Georges serving as the culinary host of the festival. For us, these events provide a glimpse into the size and depth of the events businesses we're focused on scaling, which will leverage our truly unique set of waterfront and rooftop assets, which we will be further complemented by the previously announced dedicated event space that is currently planned for Pier 17. As I highlight some of the exciting events in the Seaport, it's important we place the spotlight on The Rooftop at Pier 17 concert series. We are in the midst of a strong summer concert season, having 22 shows during the second quarter, including 15 sold-out performances. The Q2 2025 show count was double that of Q2 2024 and meaningfully contributed to overall neighborhood foot traffic and the strong year-over-year financial performance of our Entertainment segment. The number of tickets sold relative to overall show capacity or sell-through rate was over 90% during the second quarter. And based upon our industry comparisons, The Rooftop at Pier 17 is outperforming similar sized venues across the country despite the difficult weather in New York City during that second quarter. We believe this outperformance is being aided by the tremendous artist lineup managed by our partners at Live Nation and the terrific guest experience our team creates on The Rooftop night after night. We've been working to leverage the demand with new premium upsell opportunities, such as our Liberty Club and our Patrón Patio. The Patrón Patio opened in July and is a 2-level elevated lounge and bar built from a repurposed shipping container. This new offering provides for some of the best views in the entire venue with clear sightlines to the stage and epic panoramic views of the Brooklyn Bridge, Manhattan skyline and East River. Initial feedback from guests has been overwhelmingly positive and further reinforces our conviction in the long-term value of our investments at the Pier, including the previously announced winter enclosure. The winter enclosure remains a key initiative to transform the venue into a year-round destination capable of hosting a variety of corporate, social and community events and extending concert programming into the colder months. We are working through the final phases of the approval and planning process as we prepare for the initial installation of the temperature-controlled structure in October. We anticipate opening at the end of November to the public and are actively booking concerts and events for the winter season. We look forward to sharing further updates in the coming months. Closing out the performance of the Entertainment segment is the Las Vegas Aviators. I'm excited to highlight that it's currently in second place in the Pacific Coast League and has secured a playoff spot. They will compete in a best of 3 PCL championship series in September, which adds 2 additional home games to the schedule and hopefully, meaningful financial benefit, one, I'd love to plan for every year. As I mentioned during our last call, their success reflects the quality, focus and dedication of the players and the entire team who support the overall game day experience. The Aviators' game day activations continue to be truly unparalleled from [ Ohana Night, Blippi and Meekah ] appearances to immersive Star Wars and Harry Potter Knights which saw 2,500 themed giveaways gone in just 9 minutes. The team is finding fun, creative ways to drive attendance, engage the local community and offer great value. These efforts also help reduce sales volatility during the summer months, where game-to-game attendance can be more vulnerable to last-minute weather disruptions or competing events. With respect to non-Aviator events at the ballpark, we experienced a year- over-year headwind in the second quarter due to the absence of the Savannah Bananas. For those unfamiliar, they're an exhibition baseball team known for their Harlem Globetrotter-style entertainment. They played 2 games at the ballpark last June, which did not repeat this season. Looking ahead, we're focused on expanding growth opportunities at the ballpark during baseball's off-season. One initiative underway is internalizing the operations of Enchant, the highly popular winter holiday event that runs from November through December. It features a multi-acre Christmas light maze, large-scale sculptures and ice skating rink and a festive holiday village. By bringing this event in-house, we believe we can create deeper guest engagement by leveraging the ticketing data to communicate more effectively with our local customer base. Finally, in our Hospitality segment, we are seeing strong performance from our events business, a trend we expect to continue throughout the remainder of the year and one that has helped us drive significant momentum in some of our larger venues, Gitanos and Lawn Clubs. Gitano which had its grand opening May 1 was a key contributor to our positive same-store growth during the second quarter. It is a beautifully designed space that has proven to be a valuable complement to the collection of experiences at Pier 17, attracting a vibrant customer base that continues to grow. Looking ahead, we believe Gitano has additional opportunities as it looks to expand its operating hours for lunch and increase the profile of Club Bohemia, its recently launched champagne house and dance lounge. During the quarter, same-store hospitality revenues were up 1%, while overall hospitality revenues declined 4% year-over-year, both of which are notable sequential improvements from the first quarter. As a reminder, these results include all food and beverage venues at the Seaport, including the Tin Building and food and beverage operations for The Rooftop at Pier 17 concerts. On a same-store basis, strength in food and beverage operations was driven by the increased number of concerts coupled with the successful introduction of Gitano which replaced Pearl Alley and the continued success at Lawn Club. These positive results helped offset same-store revenue declines of the Tin Building and some legacy restaurant concepts. Looking at total hospitality revenue, the key difference between the 1% same-store revenue growth versus the 4% total revenue decline was the impact of certain temporarily closed venues at the Tin Building. Despite the top line pressure, I'm encouraged by the cost containment initiatives now in effect. The team was able to largely offset the revenue declines through the elimination of certain external fees and improved labor efficiencies, including revamped scheduling practices. Stabilizing the Tin Building and reducing its cash burn remains our highest priority. We've been actively developing an amended operating plan with our partners at Jean-Georges Restaurants and we anticipate sharing more details later this year. Before I turn it over to Matt, I want to acknowledge our team is making meaningful progress across the key initiatives and strategies we've outlined. While we're encouraged by the momentum, we remain acutely aware that the Tin Building and our broader space utilization strategy continued to be our top areas of focus, not only for us as operators but also for our Board, our investors and our Seaport neighbors. We anticipate sharing a broader long-term plan for the company in the coming months. I want to sincerely thank our partners and shareholders for their continued support and I especially want to thank each of our incredible team members for their passion, their resilience and determination as we work together to build a strong foundation for future success. With that, I'll now turn it over to Matt.

Thanks, Anton. Before I get into the company's second quarter financial performance, I would like to highlight a few recent updates. In June, we successfully uplisted Seaport Entertainment Group from the NYSE American to the New York Stock Exchange and the company was recently added to the Russell 2000 and Russell Microcap indexes. We're hopeful the uplisting and the index inclusions will be positive catalysts leading to improved visibility and increased trading volume for the long-term benefit of our shareholders. As I talk to our second quarter results, it's important to remember certain year-over-year comparisons are influenced by factors such as new business launches, business closures, separation-related expenses related to our spin-off from Howard Hughes and other operational changes. These dynamics can make comparisons less meaningful in assessing underlying business performance trends and in some cases, require adjustments to prior financial reporting practices to reflect the evolving nature of our reporting segments. In 2025, the Sponsorship, Entertainment and Events segment was renamed Entertainment to better reflect the distinct operating dynamics of the underlying businesses. In connection with this change, sponsorship and event revenues and expenses were reallocated to the business units most directly driving those results. Furthermore, with the internalization of the food and beverage team at the beginning of the year, we consolidated the Tin Building into our Hospitality segment. In the prior year, it was accounted for as an unconsolidated joint venture with our share of results reflected in the equity and earnings or losses from unconsolidated ventures line item on our consolidated and combined statement of operations. To provide investors with more meaningful year-over-year comparisons, we will refer to the 2024 Hospitality segment results on a pro forma basis, reflecting the inclusion of the Tin Building as a wholly owned consolidated entity. 2024 segment results will also reflect the reallocation of prior year sponsorship and event revenue and expenses to the applicable segments. Total consolidated revenues during the second quarter were $39.8 million, a 1% year-over-year increase when compared to pro forma Q2 2024. Financial results of our unconsolidated ventures such as the Lawn Club and our investment in Jean-Georges Restaurants are reflected in the equity and earnings or losses from unconsolidated ventures line item on our consolidated and combined statement of operations. The Entertainment segment drove the majority of the second quarter consolidated revenue increase, up 16% year-over- year, benefiting from 11 additional concerts during the quarter, along with higher sponsorship and concession revenue for the Las Vegas Aviators and Las Vegas Ballpark. These results were partially offset by the loss of the Savannah Bananas event at the Las Vegas Ballpark that Anton noted earlier. Entertainment operating EBITDA in Q2 2025 increased by 122%, benefiting from lower per show production expenses and artist fees for concerts at The Rooftop at Pier 17 and a nonrepeating $1 million bad debt provision taken in Q2 2024. For our consolidated Hospitality segment, revenues declined 15% compared to pro forma Q2 2024. Total hospitality revenues, including unconsolidated ventures, decreased 4% year-over-year, while same-store hospitality revenue increased 1% during the second quarter. The decline in consolidated hospitality revenues was largely a result of reduced operating hours and select venue closures at the Tin Building and weakness at some of our stand-alone restaurants, partially offset by the strength of Gitano. Hospitality operating EBITDA, including unconsolidated ventures, grew 38% year-over-year as a result of continued outperformance of the Lawn Club, contributions from Gitano and disciplined cost management of the Tin Building. Despite the revenue decline, the team was able to offset the shortfall through lower overall operating expenses. Rental revenue for the quarter increased 10% year- over-year, driven by contractual rent escalations and higher percentage rents. Other revenue, which includes sponsorship income related to landlord managed assets, declined 26%, primarily a result of the mix of sponsorship revenue associated with landlord managed assets relative to other segments. Landlord segment operating EBITDA for Q2 2025 increased 50% compared to Q2 2024, reflecting a reduction in predecessor company expense allocations and nonrepeating prior period onetime items. Following up on Anton's earlier comments regarding Nike, the revised lease term now expires in Q1 2027, 3 years ahead of the original contractual end date. As part of the termination agreement, we received $2 million at the time of the termination notice with an additional $2 million due at the end of the revised term in 2027. In the interim, we will continue to receive monthly rent payments through the end of the revised lease term and the termination payment will be recognized ratably over the balance of the revised lease term. Overall, total operating EBITDA for the company in the second quarter of 2025, which reflects the financial performance of each of our segments before the effects of corporate G&A and other corporate expenses includes the results of unconsolidated ventures, increased 95% compared to Q2 2024 on a pro forma basis. General and administrative expenses during the quarter were $8.3 million, resulting in a quarterly year-over-year reduction of 55%. The quarterly year-over-year improvement is primarily due to nonrepeating separation expenses incurred in Q2 2024. Sequential improvement from Q1 to Q2 2025 is consistent with our previously communicated expectations for improved G&A as we continue to make longer-term sustainable improvements to our overall corporate cost structure. Second quarter of 2025 serves as a reasonable benchmark, although we do anticipate some onetime expenses in the back half of 2025 for technology improvements before hopefully further improving our corporate G&A quarterly run rate in 2026. Interest income or expense was positive during Q2 2025, improving $4 million compared to Q2 2024 as a result of approximately $2 million from the positive effect of capitalized interest to the P&L related to our 250 Water Street loan, $1 million of interest income earned on cash deposits and $1 million from lower outstanding 250 Water Street loan balance when compared to 2024 because of a loan paydown that occurred around the time of our separation from Howard Hughes. When compared to pro forma Q 2024 that excludes the Tin Building, equity and earnings or losses from unconsolidated ventures improved nearly 50% in the second quarter of this year as a result of better performance at the Lawn Club which continues to accelerate due to increased demand in private events. Second quarter net loss attributable to common stockholders was negative $14.8 million, representing a year-over-year improvement of $20.2 million or 58%. And second quarter net loss attributable to common stockholders per share was negative $1.16, an improvement of $5.17 per share or 82% compared to the second quarter of 2024. Non-GAAP adjusted net loss attributable to common stockholders for the second quarter was negative $7.4 million, representing an improvement of $21 million or 74% versus the comparable period in 2024. Q2 2025 non-GAAP adjusted net loss attributable to common stockholders per share was negative $0.58, an improvement of $4.56 per share or 89% compared to the second quarter of 2024. Capital expenditures in Q2 2025 totaled $6.7 million. Excluding capital costs associated with the 250 Water Street development, the majority of the capital expenditures were related to closing out the Tusano NYC build-out, design and build out of the riverdeck bar, the installation of green space on the Heineken Riverdeck, initial design and construction deposits for The Rooftop at Pier 17 winter enclosure and landlord work and maintenance capital for our existing operations. Long-term debt outstanding as of June 30 totaled $101.4 million, relatively unchanged from year-end 2024, except for regular way amortization of the Las Vegas Ballpark loan. And net debt to gross assets at quarter end was negative 3%. Negative net debt position continues to reflect the strength of our balance sheet and cash and cash equivalents balances, which totaled $125 million as of June 30. Before I turn it back over to Anton, I think it's important to acknowledge a few takeaways given our recent 1-year anniversary as an independent publicly traded company, which we celebrated as a team by ringing the closing bell at the New York Stock Exchange 2 weeks ago. Our core focus this past year has been to build the right foundation to address the changing needs of our evolving organization. This includes executing on the transitional challenges of standing up a newly public company, stabilizing existing operations and relationships and repositioning our team's core competencies to better serve our hospitality and entertainment strategy. We've made a lot of progress over the past 12 months and we can't thank our team enough for their passion and resilience. This rebuilt foundation will allow us the capacity to more intently focus on our longer-term strategic initiatives. We anticipate providing clarity around those initiatives in the coming quarters both for asset-specific opportunities such as the Tin Building and the broader long-term vision for the company, including capital allocation decisions. I want to thank everybody for their continued interest and support. And now I'll turn the call back over to Anton for his closing remarks.

Thank you, Matt. As I reflect on this past quarter and our first full year at Seaport Entertainment Group, I'm most proud that our team is delivering on the commitments we outlined at the time of our separation from Howard Hughes, which were further detailed in our inaugural earnings call. While progress may not always be as fast or as smooth as we would like, I'm truly encouraged by what we've accomplished. We have strong momentum and we're committed to unlocking the full value we all believe is inherent within these assets and our individual businesses. Once again, I want to thank our team, partners and shareholders for their dedication and support. We look forward to updating everyone on our progress in the coming months.