Group 1 - Seaport Entertainment Group (NYSE: SEG) is a real estate holding company with diverse real estate assets, hospitality interests, and ownership of a minor league baseball team [1] - The analysis covers developments and performance of Seaport Entertainment Group over the past five months [1]

Financial Data and Key Metrics Changes - Total consolidated revenues during Q2 2025 were $39.8 million, a 1% year-over-year increase compared to pro forma Q2 2024 [24] - Entertainment segment revenues increased by 16% year-over-year, driven by 11 additional concerts and higher sponsorship and concession revenue [24] - Net loss attributable to common stockholders was negative $14.8 million, representing a year-over-year improvement of $20.2 million or 58% [30] - Non-GAAP adjusted net loss attributable to common stockholders for Q2 was negative $7.4 million, an improvement of $21 million or 74% versus the comparable period in 2024 [30] - General and administrative expenses during the quarter were $8.3 million, resulting in a year-over-year reduction of 55% [28] Business Line Data and Key Metrics Changes - Hospitality segment revenues declined 15% compared to pro forma Q2 2024, while same-store hospitality revenue increased by 1% during the second quarter [25][18] - Entertainment operating EBITDA in Q2 2025 increased by 122%, benefiting from lower per show production expenses and a non-repeating bad debt provision [25] - Same-store hospitality revenues were up 1%, while overall hospitality revenues declined 4% year-over-year, indicating notable sequential improvements from the first quarter [18] Market Data and Key Metrics Changes - Rental revenue for the quarter increased by 10% year-over-year, driven by contractual rent escalations and higher percentage rents [26] - Other revenue, including sponsorship income related to landlord-managed assets, declined by 26% [26] Company Strategy and Development Direction - The company is focused on creating operational efficiencies and has internalized food and beverage operations at Seaport, transitioning away from management agreements [5] - The company aims to achieve operational breakeven by 2026 and is exploring strategic partnerships for the 250 Water Street project [4] - The company is actively working to expand its hospitality and entertainment offerings, including the development of a winter enclosure at Pier 17 [12][13] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the interest in the 250 Water Street project and the potential for strategic partnerships [4] - The company is encouraged by the momentum in programming and leasing, with strong interest from prospective tenants [7] - Management acknowledged the challenges faced but emphasized the progress made in stabilizing operations and building a foundation for future growth [32] Other Important Information - The company successfully uplisted from the NYSE American to the New York Stock Exchange and was added to the Russell 2000 and Russell Microcap indexes [22] - Capital expenditures in Q2 2025 totaled $6.7 million, primarily related to various venue developments and improvements [30] - Long-term debt outstanding as of June 30 totaled $101.4 million, with a negative net debt position reflecting strong cash balances [31] Q&A Session Summary Question: What are the expectations for the 250 Water Street project? - Management indicated there is significant interest from potential strategic partners and that they are evaluating options to maximize value [4] Question: How is the company addressing the challenges in the hospitality segment? - Management highlighted cost containment initiatives and operational efficiencies that have helped offset revenue declines [18][19] Question: What is the outlook for the entertainment segment moving forward? - Management expressed confidence in the continued success of the entertainment segment, citing strong concert attendance and upcoming events [11][10]

[Q2 2025 Earnings Release Overview](index=1&type=section&id=Seaport%20Entertainment%20Group%20Reports%20Second%20Quarter%202025%20Results) This section provides an overview of Seaport Entertainment Group's second quarter 2025 earnings release [CEO Statement](index=1&type=section&id=CEO%20Statement) CEO Anton Nikodemus expressed optimism about the company's Q2 year-over-year gains and anticipated continued Q3 momentum - The company has made **tremendous progress** in its first year as a standalone public company, establishing a strong foundation for future growth[2](index=2&type=chunk) - Positive Q3 outlook is fueled by the Seaport Concert Series, diversified hospitality offerings, real estate strategy, and the Las Vegas Aviators' potential playoff run[2](index=2&type=chunk) [Financial & Operational Highlights](index=1&type=section&id=Financial%20%26%20Operational%20Highlights) This section details the company's key financial and operational achievements for the quarter and year-to-date [Second Quarter 2025 Highlights](index=1&type=section&id=Select%20Second%20Quarter%202025%20Results) In Q2 2025, the company reported a **net loss of $14.8 million** while advancing strategic real estate and partnership initiatives Q2 2025 Key Financial Metrics | Metric | Value | | :--- | :--- | | Net Loss | ($14.8) million | | Net Loss per Share | ($1.16) | | Non-GAAP Adjusted Net Loss | ($7.4) million | | Non-GAAP Adjusted Net Loss per Share | ($0.58) | - The company is exploring strategic alternatives for its **250 Water Street development site**[5](index=5&type=chunk) - Completed a corporate restructuring with Jean-Georges Restaurants, converting management agreements for the Tin Building and The Fulton into new license agreements[5](index=5&type=chunk) - Nike exercised an early termination right for its Pier 17 office space, with half the termination payment received in Q2 2025 and the remainder due in 2027[5](index=5&type=chunk) - The company **uplisted to the NYSE** and was added to the Russell 2000 and Russell Microcap Indexes[5](index=5&type=chunk) [Year-to-Date 2025 Highlights](index=1&type=section&id=Select%20Year-to-Date%202025%20Results) For H1 2025, the company reported a **net loss of $46.7 million** while internalizing F&B operations and expanding leased space H1 2025 Key Financial Metrics | Metric | Value | | :--- | :--- | | Net Loss | ($46.7) million | | Net Loss per Share | ($3.68) | | Non-GAAP Adjusted Net Loss | ($30.2) million | | Non-GAAP Adjusted Net Loss per Share | ($2.38) | - Internalized food and beverage operations at most Seaport restaurants by hiring employees from **Creative Culinary Management Company LLC (CCMC)**[10](index=10&type=chunk) - Leased, programmed, or established development plans for approximately **98,900 square feet** of space within the Seaport neighborhood, including new leases and planned event space[10](index=10&type=chunk) - Announced the Seaport neighborhood as the host location for the **New York City Wine & Food Festival** in October 2025[10](index=10&type=chunk) [Financial Performance Analysis](index=2&type=section&id=Financial%20Performance%20Analysis) This section analyzes the company's financial performance for Q2 and H1 2025 compared to prior periods, along with balance sheet highlights [Quarterly Results (Q2 2025 vs Q2 2024)](index=2&type=section&id=Quarterly%20Results) Q2 2025 total revenues increased by **18.2% to $39.8 million**, with net loss significantly narrowing to **($14.8) million** Q2 2025 vs Q2 2024 Financial Performance | Metric ($ in thousands, except per share) | Q2 2025 | Q2 2024 | YoY Change | YoY % Change | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $39,801 | $33,670 | $6,131 | 18.2% | | Net Loss Attributable to Common Stockholders | ($14,774) | ($34,997) | $20,223 | 57.8% | | Net Loss Per Share | ($1.16) | ($6.34) | $5.17 | 81.6% | | Non-GAAP Adjusted Net Loss | ($7,415) | ($28,384) | $20,969 | 73.9% | - The year-over-year revenue comparison was impacted by the consolidation of the **Tin Building by Jean-Georges** as of January 1, 2025, which was previously accounted for under the equity method[7](index=7&type=chunk) [Year-to-Date Results (H1 2025 vs H1 2024)](index=2&type=section&id=Year-to-Date%20Results) H1 2025 total revenues grew **16.0% to $55.9 million**, with net loss improving by **41.0% to ($46.7) million** H1 2025 vs H1 2024 Financial Performance | Metric ($ in thousands, except per share) | H1 2025 | H1 2024 | YoY Change | YoY % Change | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $55,870 | $48,181 | $7,689 | 16.0% | | Net Loss Attributable to Common Stockholders | ($46,662) | ($79,075) | $32,413 | 41.0% | | Net Loss Per Share | ($3.68) | ($14.32) | $10.64 | 74.3% | | Non-GAAP Adjusted Net Loss | ($30,173) | ($63,028) | $32,855 | 52.1% | [Balance Sheet Summary (as of June 30, 2025)](index=4&type=section&id=Balance%20Sheet) As of June 30, 2025, the company held **$125.4 million in cash** with **$101.4 million in total consolidated debt** and no significant maturities until Q3 2029 - The company had **$125.4 million** in cash, cash equivalents and restricted cash[12](index=12&type=chunk) - Total consolidated debt was **$101.4 million**, with a weighted-average maturity of approximately **7.7 years** and no meaningful maturities until **Q3 2029**[12](index=12&type=chunk) - The debt structure consists of **40% fixed-rate debt** at a **4.9% weighted-average interest rate** and **60% floating-rate debt** at an effective rate of **8.8% after a total return swap**[12](index=12&type=chunk) [Financial Statements](index=7&type=section&id=Financial%20Statements) This section presents the company's consolidated financial statements, including balance sheets and statements of operations [Consolidated Balance Sheets](index=7&type=section&id=Consolidated%20Balance%20Sheets) This statement presents the company's assets, liabilities, and equity as of June 30, 2025, showing a decrease in total assets and an increase in total liabilities Consolidated Balance Sheets | Balance Sheet Item ($ in thousands) | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$717,226** | **$743,556** | | Cash and cash equivalents | $123,276 | $165,667 | | Net investment in real estate | $480,055 | $463,141 | | **Total Liabilities** | **$189,421** | **$172,174** | | Mortgages payable, net | $100,632 | $101,593 | | **Total Equity** | **$527,805** | **$571,382** | [Consolidated and Combined Statements of Operations](index=8&type=section&id=Consolidated%20and%20Combined%20Statements%20of%20Operations) This statement details the company's revenues and expenses for Q2 and H1, with entertainment and hospitality as primary revenue sources Revenue Breakdown | Revenue Breakdown ($ in thousands) | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Hospitality revenue | $15,177 | $9,053 | | Entertainment revenue | $19,908 | $17,153 | | Rental revenue | $4,232 | $6,814 | | **Total revenues** | **$39,801** | **$33,670** | Expense Breakdown | Expense Breakdown ($ in thousands) | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Hospitality costs | $17,845 | $9,693 | | Entertainment costs | $15,281 | $14,925 | | Operating costs | $7,684 | $10,375 | | General and administrative | $8,291 | $18,613 | | **Total expenses** | **$55,682** | **$58,939** | [Reconciliation of Net Loss to Non-GAAP Measures](index=9&type=section&id=Reconciliation%20of%20Net%20Loss%20to%20Non-GAAP%20Adjusted%20Net%20Loss) This section reconciles GAAP Net Loss to Non-GAAP Adjusted Net Loss, adjusting for non-cash items like depreciation and non-cash compensation Reconciliation of Net Loss to Non-GAAP Adjusted Net Loss | Reconciliation ($ in thousands) | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net loss attributable to common stockholders | ($14,774) | ($34,997) | | Depreciation and amortization | $7,603 | $6,397 | | Non-cash compensation | $1,738 | ($592) | | Capitalized interest | ($1,688) | — | | **Non-GAAP adjusted net loss** | **($7,415)** | **($28,384)** | [Additional Information](index=4&type=section&id=Additional%20Information) This section provides details on the investor conference call, company overview, and important disclaimers regarding forward-looking statements and non-GAAP measures [Investor Conference Call Information](index=4&type=section&id=Investor%20Conference%20Call%20and%20Webcast) The company will host an investor conference call and webcast on August 12, 2025, to discuss the Q2 2025 results - The investor conference call to present Q2 2025 results is scheduled for **Tuesday, August 12, 2025, at 8:30 AM ET**[13](index=13&type=chunk) [About Seaport Entertainment Group](index=4&type=section&id=About%20Seaport%20Entertainment%20Group) Seaport Entertainment Group is a premier entertainment and hospitality company focused on owning, operating, and developing unique integrated assets - The company's business model focuses on delivering experiences through a combination of **restaurant, entertainment, sports, retail, and hospitality offerings** integrated into one-of-a-kind real estate[15](index=15&type=chunk) [Forward-Looking Statements & Non-GAAP Measures](index=4&type=section&id=Safe%20Harbor%20and%20Forward-Looking%20Statements) This section includes standard safe harbor statements for forward-looking information and explains the use of supplemental non-GAAP financial measures - The press release contains **forward-looking statements** that are based on current expectations and involve risks and uncertainties, as detailed in the company's SEC filings[18](index=18&type=chunk) - **Non-GAAP measures** are used to provide a supplemental view of operating performance by excluding certain **non-cash or non-recurring items** such as **depreciation, amortization, and non-cash compensation**[19](index=19&type=chunk)[21](index=21&type=chunk)

[Part I - Financial Information](index=8&type=section&id=Part%20I%20Financial%20Information) [Financial Statements](index=8&type=section&id=Item%201.%20Financial%20Statements) The company's financial statements for the period ended June 30, 2025, reflect a decrease in net loss compared to the prior year, driven by increased revenues and lower general and administrative expenses, with total assets decreasing slightly and liabilities increasing [Consolidated Balance Sheets](index=8&type=section&id=Consolidated%20Balance%20Sheets) Consolidated Balance Sheets (Unaudited) | (in thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total assets** | **$717,226** | **$743,556** | | Total liabilities | $189,421 | $172,174 | | **Total equity** | **$527,805** | **$571,382** | | Cash and cash equivalents | $123,276 | $165,667 | - Total assets decreased by approximately **$26.3 million** from December 31, 2024, to June 30, 2025, primarily due to a reduction in cash and cash equivalents[12](index=12&type=chunk) - Total liabilities increased by **$17.2 million**, while total equity decreased by **$43.6 million**, reflecting the net loss for the period[12](index=12&type=chunk) [Consolidated and Combined Statements of Operations](index=9&type=section&id=Consolidated%20and%20Combined%20Statements%20of%20Operations) Statements of Operations Highlights (Unaudited) | (in thousands, except per share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Total revenues** | **$39,801** | **$33,670** | **$55,870** | **$48,181** | | Hospitality revenue | $15,177 | $9,053 | $22,912 | $13,130 | | Entertainment revenue | $19,908 | $17,153 | $24,117 | $20,717 | | Operating loss | $(16,007) | $(25,360) | $(48,709) | $(56,681) | | **Net loss attributable to common stockholders** | **$(14,774)** | **$(34,997)** | **$(46,662)** | **$(79,075)** | | **Net loss per share (Basic & Diluted)** | **$(1.16)** | **$(6.34)** | **$(3.68)** | **$(14.32)** | - Total revenues for Q2 2025 increased by **18% YoY** to **$39.8 million**, driven by a **68% increase** in Hospitality revenue[14](index=14&type=chunk) - Net loss attributable to common stockholders significantly narrowed to **$14.8 million** in Q2 2025 from **$35.0 million** in Q2 2024, largely due to lower general and administrative expenses[14](index=14&type=chunk) [Consolidated and Combined Statements of Cash Flows](index=10&type=section&id=Consolidated%20and%20Combined%20Statements%20of%20Cash%20Flows) Statements of Cash Flows Highlights (Unaudited) | (in thousands) | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--- | :--- | :--- | | Cash used in operating activities | $(21,232) | $(39,149) | | Cash used in investing activities | $(18,751) | $(33,027) | | Cash (used in) provided by financing activities | $(2,499) | $73,907 | | **Net change in cash, cash equivalents and restricted cash** | **$(42,482)** | **$1,731** | - For the first six months of 2025, cash used in operating activities improved to **$21.2 million** from **$39.1 million** in the prior year[16](index=16&type=chunk) - Financing activities showed a net cash use of **$2.5 million**, a stark contrast to the **$73.9 million** provided in the same period of 2024, which was primarily due to net investments from the Former Parent (HHH) prior to the spin-off[16](index=16&type=chunk) [Notes to Consolidated and Combined Financial Statements](index=12&type=section&id=Notes%20to%20Consolidated%20and%20Combined%20Financial%20Statements) - The company, Seaport Entertainment Group (SEG), was spun off from Howard Hughes Holdings Inc. (HHH) on July 31, 2024, and now operates as an independent public company[20](index=20&type=chunk) - Its business is divided into three segments: Hospitality, Entertainment, and Landlord Operations[20](index=20&type=chunk) - Effective January 1, 2025, the company became the primary beneficiary of the Tin Building by Jean-Georges joint venture and began consolidating it into its financial statements, significantly impacting the comparability of Hospitality segment results between 2025 and 2024[71](index=71&type=chunk)[75](index=75&type=chunk) - As of June 30, 2025, the company had **$101.4 million** in total mortgages payable, consisting of a **$40.1 million** fixed-rate loan and a **$61.3 million** variable-rate loan, secured by real estate assets with a net book value of **$243.0 million**[85](index=85&type=chunk)[88](index=88&type=chunk) - Prior to the spin-off, financial statements for periods up to July 31, 2024, are prepared on a carve-out basis from HHH's records and include allocations for shared corporate expenses, which may not reflect the costs the company would have incurred as a standalone entity[23](index=23&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=50&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion attributes the improved financial performance in Q2 and H1 2025 to several factors, including a significant reduction in G&A expenses and improved results from unconsolidated ventures due to the consolidation of the Tin Building, with revenue growth led by Entertainment and Hospitality segments, and current liquidity deemed adequate [Overview](index=50&type=section&id=Overview) - The company operates a collection of assets at the intersection of entertainment and real estate, organized into three segments[146](index=146&type=chunk) - **Hospitality:** Owns and operates food and beverage businesses, including restaurants and bars at the Seaport, and holds a **25% interest** in Jean-Georges Restaurants[147](index=147&type=chunk) - **Entertainment:** Includes the Las Vegas Aviators Triple-A baseball team, the Las Vegas Ballpark, and events at The Rooftop at Pier 17[149](index=149&type=chunk) - **Landlord Operations:** Owns and operates real estate assets at the Seaport in Manhattan, including Pier 17, the Tin Building, and the Fulton Market Building[151](index=151&type=chunk)[155](index=155&type=chunk) [Results of Operations](index=59&type=section&id=Results%20of%20Operations) Comparison of Three Months Ended June 30, 2025 and 2024 | (in thousands) | 2025 | 2024 | Change $ | Change % | | :--- | :--- | :--- | :--- | :--- | | Total revenue | $39,801 | $33,670 | $6,131 | 18% | | General and administrative | $8,291 | $18,613 | $(10,322) | (55)% | | Operating loss | $(16,007) | $(25,360) | $9,353 | 37% | | Net loss attributable to common stockholders | $(14,774) | $(34,997) | $20,223 | 58% | - The **$20.2 million** decrease in net loss for Q2 2025 was primarily driven by a **$10.3 million** reduction in G&A expenses (due to a **$7.9 million** decrease in separation costs), a **$4.0 million** positive swing in interest income/expense, and a **$7.2 million** improvement in equity in losses from unconsolidated ventures[178](index=178&type=chunk)[183](index=183&type=chunk)[184](index=184&type=chunk) Comparison of Six Months Ended June 30, 2025 and 2024 | (in thousands) | 2025 | 2024 | Change $ | Change % | | :--- | :--- | :--- | :--- | :--- | | Total revenue | $55,870 | $48,181 | $7,689 | 16% | | General and administrative | $18,073 | $35,167 | $(17,094) | (49)% | | Operating loss | $(48,709) | $(56,681) | $7,972 | 14% | | Net loss attributable to common stockholders | $(46,662) | $(79,075) | $32,413 | 41% | - For the first half of 2025, the net loss decreased by **$32.4 million**, mainly due to a **$17.1 million** decrease in G&A expenses (primarily separation costs) and a **$17.6 million** improvement in equity in losses from unconsolidated ventures[186](index=186&type=chunk)[189](index=189&type=chunk) [Segment Operating Results](index=63&type=section&id=Segment%20Operating%20Results) - **Hospitality:** Adjusted EBITDA for Q2 2025 improved by **$1.4 million YoY**, with results heavily impacted by the consolidation of the Tin Building by Jean-Georges, which moved its results from 'Equity in losses' to direct revenue and costs[191](index=191&type=chunk)[193](index=193&type=chunk) - **Entertainment:** Adjusted EBITDA for Q2 2025 increased by **$2.7 million YoY** to **$4.8 million**, driven by a **$3.0 million** increase in revenue from additional concerts at The Rooftop at Pier 17[199](index=199&type=chunk)[201](index=201&type=chunk) - **Landlord Operations:** Adjusted EBITDA for Q2 2025 increased by **$3.3 million YoY** to **$2.0 million**, primarily due to a **$2.6 million** decrease in operating costs (payroll and marketing) and a **$0.8 million** increase in rental revenue[206](index=206&type=chunk)[208](index=208&type=chunk)[210](index=210&type=chunk) [Liquidity and Capital Resources](index=71&type=section&id=Liquidity%20and%20Capital%20Resources) - As of June 30, 2025, the company had cash and cash equivalents of **$123.3 million**, down from **$165.7 million** at year-end 2024[215](index=215&type=chunk) - Following the separation from HHH, the company's capital structure has changed, and it no longer receives financing from its former parent, but management believes existing cash and access to capital markets are sufficient to meet current and long-term obligations[217](index=217&type=chunk)[219](index=219&type=chunk) - Cash used in operating activities for H1 2025 decreased to **$21.2 million** from **$39.1 million** in H1 2024, showing improved operational cash flow[221](index=221&type=chunk)[222](index=222&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=80&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is primarily exposed to interest rate risk related to its variable-rate mortgage payable, where a hypothetical 1% increase in short-term interest rates would have increased interest expense by approximately **$0.3 million** for the six months ended June 30, 2025 - The company is subject to interest rate risk on its variable-rate debt, where a **1% increase** in short-term rates would have increased interest expense by approximately **$0.2 million** for Q2 2025 and **$0.3 million** for H1 2025[244](index=244&type=chunk)[245](index=245&type=chunk) - As of June 30, 2025, the company had **$40.1 million** of fixed-rate debt with a weighted average interest rate of **4.92%** per annum[245](index=245&type=chunk) [Controls and Procedures](index=80&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of June 30, 2025, the company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective[248](index=248&type=chunk) - There were no changes in internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, internal controls[250](index=250&type=chunk) [Part II - Other Information](index=82&type=section&id=Part%20II%20Other%20Information) [Legal Proceedings](index=82&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in legal proceedings arising in the ordinary course of business but believes that as of June 30, 2025, none are expected to have a material adverse effect on its financial condition or results of operations - As of June 30, 2025, the company believes there were no pending lawsuits or claims that could have a material adverse effect on its business, results of operations, or financial condition[252](index=252&type=chunk) [Risk Factors](index=82&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - There were no material changes to the risk factors set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2024[253](index=253&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=82&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company completed a rights offering on October 17, 2024, which generated net proceeds of approximately **$166.8 million**, and the intended use of these proceeds for general corporate purposes has not materially changed - The company completed a rights offering on October 17, 2024, generating net proceeds of approximately **$166.8 million**, which are intended for general operating, working capital, and other corporate purposes[254](index=254&type=chunk) [Other Information](index=82&type=section&id=Item%205.%20Other%20Information) During the quarter ended June 30, 2025, none of the company's directors or executive officers adopted, modified, or terminated any Rule 10b5-1 trading arrangements - During the fiscal quarter ended June 30, 2025, no directors or executive officers adopted, modified, or terminated any Rule 10b5-1 trading arrangements[257](index=257&type=chunk) [Exhibits](index=84&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications by the CEO and CFO as required by the Sarbanes-Oxley Act - The report includes standard exhibits such as the Separation Agreement, corporate governance documents, and CEO/CFO certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[258](index=258&type=chunk)

Group 1 - Seaport Entertainment Group (SEG) is considering offers for its 1.1-acre vacant lot at 250 Water St., while facing losses at the Tin Building [1][4] - After being spun off from Howard Hughes Corp., SEG's future plans for the site were uncertain, but interest from over 130 potential buyers or partners has been expressed [4][5] - SEG has narrowed down the list of interested parties to three or four, although no names have been disclosed yet [5] Group 2 - SEG announced an "administrative step" to internalize food and beverage operations at its restaurants, indicating a shift in operational strategy [5] - The company terminated its management agreement with Jean-Georges Vongerichten's Creative Culinary Management Company, transitioning to a licensing agreement [6][7] - SEG reported a $33 million loss on the Tin Building in 2024, although part of the building remains operational with its House of the Red Pearl restaurant still attracting customers [7]

Business Highlights - Completed separation from Howard Hughes on July 31, 2024, becoming an independent publicly traded company[6] - Rights offering generated net proceeds of approximately $166.7 million through the issuance of 7,000,000 shares at $25.00 per share[6] - Internalized food and beverage operations by hiring employees of Creative Culinary Management Company LLC[4] Seaport NYC - The Seaport Neighborhood has 478,000 rentable square feet of mixed-use space[24] - The Rooftop at Pier 17 is a 3,500-person capacity concert venue[24] - The Seaport has a culinary-driven food market with 13 restaurants and 3 bars[24] - 250 Water Street has 547,000 developable square feet[24] - The gross carrying value of the Seaport NYC is $398 million, excluding 250 Water Street[32] - The gross carrying value of 250 Water Street is $96 million[32] Las Vegas - The Las Vegas Ballpark is a 10,000-person capacity stadium[24] - Seaport Entertainment has 100% ownership of the Las Vegas Aviators, a Triple-A MiLB team[24] - Seaport Entertainment has an ownership interest in and to 80% of the Fashion Show Mall Air Rights[24] - The gross carrying value of the Las Vegas Ballpark is $132 million[77] Financial Position - Pro forma for the Rights Offering, Seaport Entertainment has more than $190 million of cash and cash equivalents[96] - Total debt plus preferred equity is $113 million[100] - Net debt plus preferred equity is negative $78 million[100] - Pershing Square owns approximately 40% of Seaport Entertainment Group[102]

Group 1 - Seaport Entertainment (NYSE: SEG) is initiating the sale of 250 Water Street (250WS) and has begun the marketing process with broker Jones Lang LaSalle (JLL) at the end of March, receiving approximately 130 expressions of interest as of now [1] - The equity market is highlighted as a powerful mechanism for wealth creation or destruction over the long term, emphasizing the importance of daily price fluctuations [1] - Pacifica Yield aims to focus on long-term wealth creation by targeting undervalued yet high-growth companies, high-dividend stocks, REITs, and green energy firms [1]

[Q1 2025 Highlights & Management Commentary](index=1&type=section&id=Q1%202025%20Highlights%20%26%20Management%20Commentary) Seaport Entertainment Group's Q1 2025 saw productive operational advancements, including internalized food and beverage and new programming, leading to a **$31.9 million** net loss - Management highlighted a productive start to the year, focusing on internalizing food and beverage operations, advancing programming, and positioning the company for a strong spring and summer season[2](index=2&type=chunk) - Key operational achievements include internalizing food and beverage operations, signing a **74,497 square foot** lease with Meow Wolf, and planning a new **17,500 square foot** event space at Pier 17[3](index=3&type=chunk) Q1 2025 Key Financial Results | Metric | Value | Per Share | | :--- | :--- | :--- | | **Net Loss** | ($31.9) million | ($2.51) | | **Non-GAAP Adjusted Net Loss** | ($22.8) million | ($1.79) | [Financial Performance](index=2&type=section&id=Financial%20Performance) Q1 2025 financial performance showed top-line growth, improved profitability, and a solid balance sheet with strong cash and manageable long-term debt [Quarterly Operating Results (Q1 2025 vs Q1 2024)](index=2&type=section&id=Quarterly%20Operating%20Results%20%28Q1%202025%20vs%20Q1%202024%29) Q1 2025 total revenues increased **10.7%** to **$16.1 million**, narrowing net loss attributable to common stockholders by **27.7%** to **($31.9) million** - The year-over-year increase in total revenues was impacted by the consolidation of the Tin Building by Jean-Georges as of January 1, 2025[5](index=5&type=chunk) Q1 2025 vs. Q1 2024 Financial Summary (in thousands, except per share data) | Metric | Q1 2025 (in thousands) | Q1 2024 (in thousands) | Variance (%) | | :--- | :--- | :--- | :--- | | **Total Revenues** | $16,069 | $14,511 | 10.7% | | **Net Loss** | ($31,538) | ($44,078) | 28.4% | | **Net Loss Attributable to Common Stockholders** | ($31,888) | ($44,078) | 27.7% | | **Net Loss Per Share** | ($2.51) | ($7.98) | 68.5% | | **Non-GAAP Adjusted Net Loss** | ($22,758) | ($34,644) | 34.3% | | **Non-GAAP Adjusted Net Loss Per Share** | ($1.79) | ($6.27) | 71.4% | [Balance Sheet and Liquidity](index=2&type=section&id=Balance%20Sheet%20and%20Liquidity) As of March 31, 2025, the company maintained **$132.0 million** in cash and equivalents, with **$102.4 million** in consolidated debt maturing in approximately **8.0 years** - The company's debt structure is entirely asset-specific secured debt, with no meaningful maturities until Q3 2029, providing financial stability[7](index=7&type=chunk) Debt and Liquidity Summary (as of March 31, 2025) | Metric | Value | | :--- | :--- | | **Cash, Cash Equivalents & Restricted Cash** | $132.0 million | | **Consolidated Debt Outstanding** | $102.4 million | | **Effective Weighted-Average Interest Rate** | 7.3% | | **Weighted-Average Debt Maturity** | ~8.0 years | [Financial Statements](index=8&type=section&id=Financial%20Statements) This section presents detailed unaudited financial statements for Q1 2025, including Consolidated Balance Sheets, Statements of Operations, and GAAP to Non-GAAP reconciliations [Consolidated Balance Sheets](index=8&type=section&id=Consolidated%20Balance%20Sheets) As of March 31, 2025, total assets were **$718.4 million**, total liabilities **$177.4 million**, and total equity **$541.1 million**, with a slight decrease from year-end 2024 Balance Sheet Comparison (in thousands) | Account | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | **Total Assets** | $718,414 | $743,556 | | Cash and cash equivalents | $129,921 | $165,667 | | **Total Liabilities** | $177,355 | $172,174 | | **Total Equity** | $541,059 | $571,382 | [Consolidated and Combined Statements of Operations](index=9&type=section&id=Consolidated%20and%20Combined%20Statements%20of%20Operations) Q1 2025 operations show Hospitality revenue increased to **$7.7 million**, total expenses grew to **$48.8 million**, and net loss improved to **($31.5) million** from **($44.1) million** Revenue Breakdown - Q1 2025 vs Q1 2024 (in thousands) | Revenue Source | Q1 2025 (in thousands) | Q1 2024 (in thousands) | | :--- | :--- | :--- | | Hospitality revenue | $7,735 | $4,077 | | Entertainment revenue | $4,209 | $3,564 | | Rental revenue | $3,789 | $6,537 | | **Total Revenues** | **$16,069** | **$14,511** | Profitability Metrics - Q1 2025 vs Q1 2024 (in thousands) | Metric | Q1 2025 (in thousands) | Q1 2024 (in thousands) | | :--- | :--- | :--- | | Total Expenses | $48,771 | $45,840 | | Operating Loss | ($32,702) | ($31,321) | | Net Loss | ($31,538) | ($44,078) | [Reconciliation of GAAP to Non-GAAP Measures](index=11&type=section&id=Reconciliation%20of%20GAAP%20to%20Non-GAAP%20Measures) This section reconciles Q1 2025 GAAP net loss of **($31.9) million** to Non-GAAP adjusted net loss of **($22.8) million**, with key adjustments for depreciation and non-cash compensation Reconciliation to Non-GAAP Adjusted Net Loss - Q1 2025 (in thousands) | Line Item | Amount (in thousands) | | :--- | :--- | | **Net loss attributable to common stockholders (GAAP)** | **($31,888)** | | Depreciation and amortization | $8,098 | | Non-cash compensation | $2,037 | | Straight line rent, net | $655 | | Capitalized interest | ($1,660) | | **Non-GAAP adjusted net loss** | **($22,758)** | [Other Information](index=2&type=section&id=Other%20Information) This section provides supplementary information, including investor call details, a corporate overview, forward-looking statements, and Non-GAAP financial measure explanations [Investor Conference Call and Webcast](index=2&type=section&id=Investor%20Conference%20Call%20and%20Webcast) An investor conference call and webcast to discuss Q1 2025 results is scheduled for May 13, 2025, at 8:30 AM ET - A conference call to discuss Q1 2025 results is scheduled for Tuesday, May 13, 2025, at 8:30 AM ET[8](index=8&type=chunk) - An audio webcast will be available through the 'Investors' section of the company's website, with a replay available until May 27, 2025[9](index=9&type=chunk) [About Seaport Entertainment Group & Forward-Looking Statements](index=4&type=section&id=About%20Seaport%20Entertainment%20Group%20%26%20Forward-Looking%20Statements) Seaport Entertainment Group is an entertainment and hospitality company, with forward-looking statements subject to various risks and uncertainties - The company's business model focuses on owning, operating, and developing assets that combine entertainment, restaurant, sports, retail, and hospitality offerings[11](index=11&type=chunk) - The forward-looking statements section lists numerous risk factors, including macroeconomic conditions, consumer spending patterns, and real estate industry trends that could impact actual results[12](index=12&type=chunk) [Non-GAAP Financial Measures](index=5&type=section&id=Non-GAAP%20Financial%20Measures) The company utilizes Non-GAAP financial measures, like Adjusted Net Loss, to supplement GAAP results by excluding non-cash or non-recurring items, with reconciliations provided - The company believes Non-GAAP measures like Non-GAAP Adjusted Net Loss provide a meaningful supplement to its operating performance by removing potential distortions and certain non-cash items[13](index=13&type=chunk)[14](index=14&type=chunk) - Adjustments to derive Non-GAAP Adjusted Net Loss include excluding depreciation, amortization, non-cash compensation, straight-line rental revenue, and other non-recurring items[16](index=16&type=chunk)

Financial Data and Key Metrics Changes - Total consolidated revenues for Q1 2025 were $16.1 million, representing a 12% year-over-year decrease compared to pro forma Q1 2024 [18] - First quarter net loss attributed to common stockholders was $31.9 million, an improvement of $12.2 million or 28% versus the comparable period in 2024 [24] - Non-GAAP adjusted net loss attributable to common stockholders for Q1 was $22.8 million, representing an improvement of $11.9 million or more than 34% versus the comparable period in 2024 [24] - General and administrative expenses during the quarter were just under $10 million, resulting in a year-over-year reduction of 41% [22] Business Line Data and Key Metrics Changes - Hospitality segment revenues decreased 16%, with same-store hospitality revenues down 12% year-over-year [5][19] - Entertainment revenue increased 18% versus Q1 2024, benefiting from increased Seaport Winter activation revenue and higher ticket sales [20] - Landlord segment operating EBITDA increased 13% versus Q1 2024, primarily due to better expense management [22] Market Data and Key Metrics Changes - The Las Vegas Aviators reached the midpoint of the 2025 season in first place atop the AAA Minor League standings, indicating strong performance [11] - The company hosted various events, including the Las Vegas College Baseball Classic and the West Coast Conference Baseball Tournament, contributing to ticket sales and attendance [11] Company Strategy and Development Direction - The main priority is to achieve breakeven in 2026, profitability in 2027, and stabilize the current asset base by 2028 [4] - Strategies include evolving the TIM building experience, monetizing non-cash flowing assets, and optimizing the Las Vegas Ballpark [4] - The company aims to transform the Seaport into a year-round vibrant neighborhood, enhancing its entertainment and hospitality offerings [26] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenges of cash burn and emphasized the importance of strategic initiatives to improve operational performance [4][26] - The company is optimistic about the future, citing strong demand for private events and improved performance in various segments [24][26] Other Important Information - Capital expenditures in Q1 2025 totaled $16.5 million, primarily related to the build-out of Catano, NYC [25] - The marketing process for 250 Water Street has attracted over 130 potential buyers or partners [14][15] Q&A Session Summary - No specific questions and answers were provided in the content, indicating a focus on prepared remarks rather than an interactive Q&A session.

Financial Data and Key Metrics Changes - Total consolidated revenues for Q1 2025 were $16.1 million, representing a 12% year-over-year decrease compared to pro forma Q1 2024 [18] - First quarter net loss attributed to common stockholders was $31.9 million, an improvement of $12.2 million or 28% versus the comparable period in 2024 [24] - Non-GAAP adjusted net loss attributable to common stockholders for Q1 2025 was $22.8 million, representing an improvement of $11.9 million or more than 34% versus the comparable period in 2024 [24] - General and administrative expenses during the quarter were just under $10 million, resulting in a year-over-year reduction of 41% [22] Business Line Data and Key Metrics Changes - Hospitality segment consolidated revenue decreased 28% compared to pro forma Q1 2024, with same-store hospitality revenues down 12% year-over-year [19] - Overall hospitality revenues declined 16%, driven by a 33% reduction at the Tin Building [6] - Entertainment revenue increased 18% versus Q1 2024, benefiting from increased Seaport Winter activation revenue and higher Aviators ticket sales [20] - Landlord segment operating EBITDA increased 13% versus Q1 2024, primarily due to better expense management [21] Market Data and Key Metrics Changes - The Las Vegas Aviators reached the midpoint of the 2025 season in first place atop the AAA Minor League standings, indicating strong performance [11] - The company hosted various events, including the Las Vegas College Baseball Classic and the West Coast Conference Baseball Tournament, contributing to ticket sales and attendance [11] Company Strategy and Development Direction - The company aims to achieve breakeven in 2026, profitability in 2027, and stabilization of the current asset base by 2028 [4] - Key initiatives include optimizing the Tin Building operations, monetizing non-cash flowing assets, and enhancing the Las Vegas Ballpark utilization [4] - The company is focused on transforming the Seaport into a year-round vibrant neighborhood, enhancing its entertainment and hospitality offerings [26] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenges of cash burn and emphasized the importance of strategic initiatives to improve financial performance [4] - The company is optimistic about the future, citing positive press and customer interest surrounding new openings and events [8][10] - Management expressed confidence in the ongoing marketing process for 250 Water Street, with over 130 potential buyers or partners showing interest [14] Other Important Information - Capital expenditures in Q1 2025 totaled $16.5 million, primarily related to the completion of the Gatano NYC build-out and initial work for Meow Wolf [25] - Long-term debt outstanding as of March 31 was $102.4 million, unchanged from year-end 2024, with a negative net debt position benefiting from healthy cash balances [25] Q&A Session Summary Question: What are the expectations for the new event space at Pier 17? - Management highlighted the event space's capacity of approximately 800 people and its strategic location, which will enhance year-round usage and attract more events [10] Question: How is the company addressing the cash burn issue? - The company is implementing strategies to achieve breakeven by 2026 and is focused on optimizing operations and enhancing revenue streams [4] Question: Can you provide an update on the performance of the Las Vegas Aviators? - The Aviators are currently in first place in the AAA Minor League standings, showcasing strong performance and effective ticket sales strategies [11]