UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-11690
SITE Centers Corp.
(Exact name of registrant as specified in its charter)
Ohio
34-1723097
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
3300 Enterprise Parkway
Beachwood, OH
44122
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (216) 755-5500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Shares, Par Value $0.10 Per Share
SITC
New York Stock Exchange
Depositary Shares, each representing 1/20 of a share of 6.375% Class A Cumulative Redeemable Preferred Shares without Par Value
SITC PRA
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 21, 2023 the registrant had 209,273,826 shares of common stock, $0.10 par value per share, outstanding.
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED June 30, 2023
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements – Unaudited
Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022
3
Consolidated Statements of Operations for the Three Months Ended June 30, 2023 and 2022
4
Consolidated Statements of Operations for the Six Months Ended June 30, 2023 and 2022
5
Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2023 and 2022
6
Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2023 and 2022
7
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022
8
Notes to Condensed Consolidated Financial Statements
9
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
16
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
32
Item 4.
Controls and Procedures
33
PART II. OTHER INFORMATION
Legal Proceedings
34
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
35
SIGNATURES
36
2
CONSOLIDATED BALANCE SHEETS
(unaudited; in thousands, except share amounts)
June 30, 2023
December 31, 2022
Assets
Land
$
1,094,240
1,066,852
Buildings
3,770,497
3,733,805
Fixtures and tenant improvements
600,948
576,036
5,465,685
5,376,693
Less: Accumulated depreciation
(1,724,837
)
(1,652,899
3,740,848
3,723,794
Construction in progress and land
60,231
56,466
Total real estate assets, net
3,801,079
3,780,260
Investments in and advances to joint ventures, net
40,556
44,608
Cash and cash equivalents
28,041
20,254
Restricted cash
552
960
Accounts receivable
61,376
63,926
Other assets, net
129,397
135,009
4,061,001
4,045,017
Liabilities and Equity
Unsecured indebtedness:
Senior notes, net
1,367,775
1,453,923
Term loan, net
198,689
198,521
Revolving credit facility
175,000
—
1,741,464
1,652,444
Mortgage indebtedness, net
53,829
54,577
Total indebtedness
1,795,293
1,707,021
Accounts payable and other liabilities
210,927
214,985
Dividends payable
30,083
30,389
Total liabilities
2,036,303
1,952,395
Commitments and contingencies
SITE Centers Equity
Class A—6.375% cumulative redeemable preferred shares, without par value, $500 liquidation value; 750,000 shares authorized; 350,000 shares issued and outstanding at June 30, 2023 and December 31, 2022
Common shares, with par value, $0.10 stated value; 300,000,000 shares authorized; 214,372,608 and 214,371,498 shares issued at June 30, 2023 and December 31, 2022, respectively
21,437
Additional paid-in capital
5,971,918
5,974,216
Accumulated distributions in excess of net income
(4,085,897
(4,046,370
Deferred compensation obligation
4,941
5,025
Accumulated other comprehensive income
10,125
9,038
Less: Common shares in treasury at cost: 5,376,465 and 3,787,279 shares at June 30, 2023 and December 31, 2022, respectively
(72,826
(51,518
Total SITE Centers shareholders' equity
2,024,698
2,086,828
Non-controlling interests
5,794
Total equity
2,092,622
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per share amounts)
Three Months
Ended June 30,
2023
2022
Revenues from operations:
Rental income
135,954
136,203
Fee and other income
2,204
4,479
138,158
140,682
Rental operation expenses:
Operating and maintenance
22,476
22,278
Real estate taxes
20,279
20,624
Impairment charges
2,536
General and administrative
14,031
11,353
Depreciation and amortization
58,698
51,021
115,484
107,812
Other income (expense):
Interest expense
(20,921
(18,909
Other income (expense), net
(634
(1,147
(21,555
(20,056
Income before earnings from equity method investments and other items
1,119
12,814
Equity in net income of joint ventures
4,618
1,381
Gain on sale and change in control of interests
41,970
(Loss) gain on disposition of real estate, net
(22
4,597
Income before tax expense
5,715
60,762
Tax expense of taxable REIT subsidiaries and state franchise and income taxes
(362
(353
Net income
5,353
60,409
Income attributable to non-controlling interests, net
(19
Net income attributable to SITE Centers
60,390
Preferred dividends
(2,789
Net income attributable to common shareholders
2,564
57,601
Per share data:
Basic
0.01
0.27
Diluted
Six Months
271,826
266,087
5,024
8,915
276,850
275,002
45,642
44,214
40,332
40,807
24,676
23,604
112,714
101,385
223,364
212,546
(40,844
(37,167
(1,321
(1,651
(42,165
(38,818
11,321
23,638
5,977
1,550
3,749
45,326
Gain on disposition of real estate, net
183
4,455
21,230
74,969
(575
(605
20,655
74,364
(18
(37
20,637
74,327
(5,578
15,059
68,749
0.07
0.32
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited; in thousands)
Other comprehensive income:
Change in fair value of interest-rate contracts
4,287
1,087
Total other comprehensive income
Comprehensive income
9,640
21,742
Comprehensive income attributable to non-controlling interests
Total comprehensive income attributable to SITE Centers
21,724
CONSOLIDATED STATEMENTS OF EQUITY
Preferred Shares
CommonShares
AdditionalPaid-inCapital
Accumulated Distributionsin Excess ofNet Income
DeferredCompensationObligation
Accumulated Other Comprehensive Income
TreasuryStock atCost
Non-ControllingInterests
Total
Balance, December 31, 2022
Issuance of common shares related to stock plans
Repurchase of common shares
(26,611
Stock-based compensation, net
(8,133
30
5,094
(3,009
Distributions to non-controlling interests
Dividends declared-common shares
(27,292
Dividends declared-preferred shares
15,284
(3,200
18
12,102
Balance, March 31, 2023
5,966,089
(4,061,167
5,055
5,838
(73,035
2,045,011
1,763
(114
209
1,858
Repurchase of OP units
4,059
(5,794
(1,735
(27,294
Balance, June 30, 2023
Deferred Compensation Obligation
Balance, December 31, 2021
21,129
5,934,166
(4,092,783
4,695
(5,349
2,042,652
65
69
Issuance of common shares for cash offering
223
33,558
33,781
996
(24
(4,599
(3,627
(27,905
13,937
13,955
Balance, March 31, 2022
21,417
5,968,724
(4,109,540
4,671
(9,948
2,056,118
20
3,056
3,076
1,653
101
1,786
19
Balance, June 30, 2022
5,973,435
(4,079,844
4,703
(9,847
2,090,678
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flow from operating activities:
Adjustments to reconcile net income to net cash flow provided by operating activities:
Stock-based compensation
3,635
3,628
Amortization and write-off of debt issuance costs and fair market value of debt adjustments
2,206
2,782
(5,977
(1,550
Operating cash distributions from joint ventures
258
1,111
(3,749
(45,326
(183
(4,455
Assumption of building due to ground lease termination
(1,800
Net change in accounts receivable
3,250
5,110
Net change in accounts payable and accrued expenses
(1,623
(1,659
Net change in other operating assets and liabilities
(4,389
(4,019
Total adjustments
106,142
57,743
Net cash flow provided by operating activities
126,797
132,107
Cash flow from investing activities:
Real estate acquired, net of liabilities and cash assumed
(74,783
(297,966
Real estate developed and improvements to operating real estate
(51,278
(57,092
Proceeds from disposition of joint venture interests
3,405
39,247
Proceeds from disposition of real estate
21,555
Equity contributions to joint ventures
(86
(117
Repayment of joint venture advance, net
318
Distributions from unconsolidated joint ventures
9,468
5,422
Net cash flow used for investing activities
(112,956
(288,951
Cash flow from financing activities:
Proceeds from revolving credit facility, net
125,000
Proceeds from unsecured term loan
100,000
Payment of debt issuance costs
(7,582
Repayment of senior notes
(87,209
Repayment of mortgage debt
(625
(35,134
Proceeds from issuance of common shares, net of offering expenses
36,857
Repurchase of common shares in conjunction with equity award plans and dividend reinvestment plan
(4,844
(5,469
Repurchase of operating partnership units
Distributions to redeemable operating partnership units
(35
Dividends paid
(60,401
(58,865
Net cash flow (used for) provided by financing activities
(6,462
154,772
Net increase (decrease) in cash, cash equivalents and restricted cash
7,379
(2,072
Cash, cash equivalents and restricted cash, beginning of period
21,214
43,252
Cash, cash equivalents and restricted cash, end of period
28,593
41,180
Nature of Business
SITE Centers Corp. and its related consolidated real estate subsidiaries (collectively, the “Company” or “SITE Centers”) and unconsolidated joint ventures are primarily engaged in the business of owning, leasing, acquiring, redeveloping, developing and managing shopping centers. Unless otherwise provided, references herein to the Company or SITE Centers include SITE Centers Corp. and its wholly-owned subsidiaries. The Company’s tenant base includes a mixture of national and regional retail chains and local tenants. Consequently, the Company’s credit risk is primarily concentrated in the retail industry.
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates.
Unaudited Interim Financial Statements
These financial statements have been prepared by the Company in accordance with GAAP for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three and six months ended June 30, 2023 and 2022, are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Principles of Consolidation
The consolidated financial statements include the results of the Company and all entities in which the Company has a controlling interest or has been determined to be the primary beneficiary of a variable interest entity. All significant inter-company balances and transactions have been eliminated in consolidation. Investments in real estate joint ventures in which the Company has the ability to exercise significant influence, but does not have financial or operating control, are accounted for using the equity method of accounting. Accordingly, the Company’s share of the earnings (or loss) of these joint ventures is included in consolidated net income (loss).
Statements of Cash Flows and Supplemental Disclosure of Non-Cash Investing and Financing Information
Non-cash investing and financing activities are summarized as follows (in millions):
Consolidation of the net assets of previously unconsolidated joint ventures
42.8
Net assets acquired from an unconsolidated joint venture
8.5
Dividends declared, but not paid
30.1
30.7
Accounts payable related to construction in progress
12.4
13.6
4.1
1.8
Fee and Other Income
Fee and Other Income on the consolidated statements of operations includes revenue from contracts with customers, which is primarily from the Company’s unconsolidated joint ventures (Note 2).
At June 30, 2023 and December 31, 2022, the Company had ownership interests in various unconsolidated joint ventures that had investments in 13 and 18 shopping center properties, respectively. Condensed combined financial information of the Company’s unconsolidated joint venture investments is as follows (in thousands):
Condensed Combined Balance Sheets
180,588
212,326
556,088
643,334
54,418
70,636
791,094
926,296
(175,989
(220,642
615,105
705,654
127
1,965
Real estate, net
615,232
707,619
Cash and restricted cash
44,873
44,809
Receivables, net
9,450
11,671
31,501
36,272
701,056
800,371
Mortgage debt
466,500
535,093
Notes and accrued interest payable to the Company
2,786
2,972
Other liabilities
39,099
41,588
508,385
579,653
Accumulated equity
192,671
220,718
Company's share of accumulated equity
37,057
42,644
Basis differentials
829
(707
Deferred development fees, net of portion related to the Company's interest
(116
(301
Amounts payable to the Company
Investments in and Advances to Joint Ventures, net
Condensed Combined Statements of Operations
Revenues from operations
24,070
38,162
48,760
79,811
Expenses from operations:
Operating expenses
6,118
10,493
12,682
22,016
3,340
8,540
8,281
13,328
17,343
27,673
6,307
9,030
13,348
18,319
Other expense, net
2,378
2,422
4,938
4,994
23,084
38,613
48,311
81,542
Income (loss) before gain on disposition of real estate
986
(451
449
(1,731
14,874
1,790
20,178
1,692
Net income (loss) attributable to unconsolidated joint ventures
15,860
1,339
20,627
(39
Company's share of equity in net income of joint ventures
3,237
592
4,187
622
Basis differential adjustments(A)
789
928
10
Revenues earned by the Company related to all of the Company’s unconsolidated joint ventures are as follows (in millions):
Revenue from contracts:
Asset and property management fees
1.5
2.2
3.0
4.5
Leasing commissions and development fees
0.1
0.6
0.2
1.0
1.6
2.8
3.2
5.5
Other
0.3
1.7
3.5
6.1
Disposition of Shopping Centers
During the six months ended June 30, 2023, the DDRM Joint Venture sold five shopping centers for an aggregate sales price of $112.2 million ($22.4 million at the Company’s share). The proceeds were used to repay mortgage indebtedness of the joint venture, general corporate purposes of the joint venture and distributions to the partners.
Disposition of Joint Venture Interests
In 2021, one of the Company’s unconsolidated joint ventures sold its sole asset, a parcel of undeveloped land. The transaction had contingent proceeds based upon finalization of the tax returns and dissolution of the partnership. In the first quarter of 2023, the contingencies were resolved and the Company recorded a Gain on Sale and Change in Control of Interests of $3.7 million.
In 2022, the Company acquired its partner’s 80% interest in one asset owned by the DDRM Properties Joint Venture (Casselberry Commons, Casselberry, Florida) and stepped up the previous 20% interest due to change in control, sold its 20% interest in the SAU Joint Venture to its partner, the State of Utah and sold its 50% interest in Lennox Town Center to its partner. These transactions aggregated a Gain on Sale and Change in Control of Interests of $45.3 million.
During the six months ended June 30, 2023, the Company acquired the following shopping centers (in millions):
Asset
Location
DateAcquired
PurchasePrice
Parker Keystone
Denver, Colorado
January 2023
11.0
Foxtail Center
Baltimore, Maryland
15.1
Barrett Corners
Atlanta, Georgia
April 2023
15.6
Alpha Soda Center
May 2023
9.4
Briarcroft Center
Houston, Texas
23.5
The fair value of the acquisitions above was allocated as follows (in thousands):
Weighted-AverageAmortization Period(in Years)
27,351
N/A
40,815
(A)
Tenant improvements
1,774
In-place leases (including lease origination costs and fair market value of leases)
7,073
6.9
77,013
Less: Below-market leases
(1,882
14.0
Less: Other liabilities assumed
(348
Net assets acquired
74,783
The total consideration for these assets was paid in cash. Included in the Company’s consolidated statements of operations for the three and six months ended June 30, 2023, was $1.3 million and $1.8 million, respectively, in total revenues from the date of acquisition through June 30, 2023, for the properties acquired in 2023.
11
Other assets and intangibles consist of the following (in thousands):
Intangible assets:
In-place leases, net
57,892
61,918
Above-market leases, net
5,263
6,206
Lease origination costs, net
8,116
8,093
Tenant relationships, net
10,082
11,531
Total intangible assets, net(A)
81,353
87,748
Operating lease ROU assets
17,629
18,197
Other assets:
Prepaid expenses
10,229
6,721
Swap receivable
9,582
8,138
Other assets
1,552
3,491
Deposits
2,627
3,188
Deferred charges, net
6,425
7,526
Total other assets, net
Below-market leases, net (other liabilities)
57,844
59,825
As of June 30, 2023, the Company’s Revolving Credit Facility (as defined below) had outstanding borrowings of $175.0 million with a weighted-average interest rate of 6.0%. In March 2023, the Company entered into a 5.0% interest rate cap with respect to the variable rate (the Secured Overnight Financing Rate or "SOFR") component applicable to borrowings up to $100 million under the Revolving Credit Facility, of which $75.0 million was designated as an effective hedge. The interest rate cap expires in April 2024.
The Company maintains a revolving credit facility with a syndicate of financial institutions and JPMorgan Chase Bank, N.A., as administrative agent (the “Revolving Credit Facility”). The Revolving Credit Facility provides for borrowings of up to $950 million if certain borrowing conditions are satisfied, and an accordion feature for expansion of availability up to $1.45 billion, provided that new lenders agree to the existing terms of the facility or existing lenders increase their commitment level and subject to other customary conditions precedent. The Revolving Credit Facility maturity date is June 2026 subject to two six-month options to extend the maturity to June 2027 upon the Company’s request (subject to satisfaction of certain conditions).
The Company’s borrowings under the Revolving Credit Facility bear interest at variable rates at the Company’s election, based on either (i) the SOFR rate plus a 10 basis-point spread adjustment plus an applicable margin (0.85% at June 30, 2023) or (ii) the alternative base rate plus an applicable margin (0% at June 30, 2023). The Revolving Credit Facility also provides for an annual facility fee, which was 20 basis points on the entire facility at June 30, 2023. The applicable margins and facility fee vary depending on the Company’s long-term senior unsecured debt ratings from Moody’s Investors Service, Inc., S&P Global Ratings and Fitch Investor Services, Inc. (or their respective successors). The Revolving Credit Facility also features a sustainability-linked pricing component whereby the applicable interest rate margin can be adjusted by one or two basis points if the Company meets certain sustainability performance targets. The Company is required to comply with certain covenants under the Revolving Credit Facility relating to total outstanding indebtedness, secured indebtedness, value of unencumbered real estate assets and fixed charge coverage. The Company was in compliance with these financial covenants at June 30, 2023.
The following methods and assumptions were used by the Company in estimating fair value disclosures of financial instruments:
Measurement of Fair Value
At June 30, 2023, the Company used a pay-fixed interest rate swap to manage some of its exposure to changes in benchmark-interest rates. The estimated fair value was determined using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contract, are incorporated in the fair value to account for potential non-performance risk,
12
including the Company’s own non-performance risk and the respective counterparty’s non-performance risk. The Company determined that the significant inputs used to value its derivative fell within Level 2 of the fair value hierarchy.
Items Measured on Fair Value on a Recurring Basis
The Company maintains an interest rate swap agreement (included in Other Assets) measured at fair value on a recurring basis as of June 30, 2023. The following table presents information about the Company’s financial assets and liabilities and indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions):
Fair Value Measurements
Assets (Liabilities):
Level 1
Level 2
Level 3
Derivative Financial Instruments
9.3
8.1
Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, Accounts Payable and Other Liabilities
The carrying amounts reported in the Company's consolidated balance sheets for these financial instruments approximated fair value because of their short-term maturities.
Debt
The following methods and assumptions were used by the Company in estimating fair value disclosures of debt. The fair market value of senior notes is determined using a pricing model to approximate the trading price of the Company’s public debt. The fair market value for all other debt is estimated using a discounted cash flow technique that incorporates future contractual interest and principal payments and a market interest yield curve with adjustments for duration, optionality and risk profile, including the Company’s non-performance risk and loan to value. The Company’s senior notes and all other debt are classified as Level 2 and Level 3, respectively, in the fair value hierarchy.
Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments.
Carrying values that are different from estimated fair values are summarized as follows (in thousands):
CarryingAmount
FairValue
Senior Notes
1,279,487
1,378,485
Revolving Credit Facility and term loan
373,689
375,000
200,000
Mortgage Indebtedness
52,228
51,936
1,706,715
1,630,421
Risk Management Objective of Using Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its debt funding and, from time to time, through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the values of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings.
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to manage its exposure to interest rate movements. To accomplish this objective, the Company generally uses swaps and caps as part of its interest rate risk management strategy. The swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
13
As of June 30, 2023, the Company had one effective swap with a notional amount of $200.0 million, expiring in June 2027, which converts the variable-rate SOFR component of the interest rate applicable to its term loan to a fixed rate of 2.75%.
The effective portion of changes in the fair value of derivatives designated, and that qualify, as cash flow hedges is recorded in Accumulated Other Comprehensive Income and is subsequently reclassified into earnings, into interest expense, in the period that the hedged forecasted transaction affects earnings. All components of the swap were included in the assessment of hedge effectiveness. The Company expects to reflect within the next 12 months, a decrease to interest expense (and a corresponding increase to earnings) of approximately $4.9 million.
The Company is exposed to credit risk in the event of non-performance by the counterparty to the swap if the derivative position has a positive balance. The Company believes it mitigates its credit risk by entering into swaps with major financial institutions. The Company continually monitors and actively manages interest costs on its variable-rate debt portfolio and may enter into additional interest rate swap positions or other derivative interest rate instruments based on market conditions. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes.
Credit Risk-Related Contingent Features
The Company has an agreement with the swap counterparty that contains a provision whereby if the Company defaults on certain of its indebtedness, the Company could also be declared in default on the swap, resulting in an acceleration of payment under the swap.
Common Share Dividends
Common share dividends declared per share
0.13
0.26
Common Shares Repurchased
In the first quarter of 2023, the Company repurchased 1.5 million of its common shares in open market transactions at an aggregate cost of $20.0 million, or $13.43 per share. In late December 2022, the Company repurchased 0.5 million common shares at an aggregate cost of $6.6 million under this new program which settled in January 2023.
Non-Controlling Interests
In May 2023, the Company repurchased 140,633 Operating Partnership units (“OP Units”) outstanding for cash at an aggregate cost of $1.7 million. The gain on the transaction was reflected in Additional Paid-in-Capital.
The changes in Accumulated Other Comprehensive Income by component are as follows (in thousands):
Change in cash flow hedges
3,126
Amounts reclassified from accumulated other comprehensive income to interest expense
(2,039
Balance, June 30, 2023 (A)
(A) Includes derivative financial instruments entered into by the Company on its term loan (Note 6) and by an unconsolidated joint venture.
14
The following table provides a reconciliation of net income and the number of common shares used in the computations of “basic” earnings per share (“EPS”), which utilizes the weighted-average number of common shares outstanding without regard to dilutive potential common shares, and “diluted” EPS, which includes all such shares (in thousands, except per share amounts).
Numerators – Basic and Diluted
Income attributable to non-controlling interests
Earnings attributable to unvested shares and OP units
(88
(125
(195
(251
Net income attributable to common shareholders after allocation to participating securities
2,476
57,476
14,864
68,498
Denominators – Number of Shares
Basic—Average shares outstanding
209,266
213,864
209,616
212,989
Assumed conversion of dilutive securities:
PRSUs
181
906
445
1,104
OP units
141
Diluted—Average shares outstanding
209,447
214,911
210,061
214,234
Earnings Per Share:
For the three and six months ended June 30, 2023, Performance Restricted Stock Units (“PRSUs”) issued to certain executives in March 2021 were considered in the computation of diluted EPS. The PRSUs issued in March 2022 were considered in the computation of diluted EPS for the three months ended June 30, 2023 and not considered in the computation of diluted EPS for the six months ended June 30, 2023, because they were antidilutive. The PRSUs issued in March 2023 were not considered in the computation of diluted EPS because they were antidilutive for the three months ended June 30, 2023 and were considered in the computation of diluted EPS for the six months ended June 30, 2023. For the three and six months ended June 30, 2022, PRSUs issued to certain executives in March 2022, 2021 and 2020 were considered in the computation of diluted EPS. In March 2023, the Company issued 559,559 common shares in settlement of PRSUs granted in 2020.
15
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides readers with a perspective from management on the financial condition, results of operations and liquidity of SITE Centers Corp. and its related consolidated real estate subsidiaries (collectively, the “Company” or “SITE Centers”) and other factors that may affect the Company’s future results. The Company believes it is important to read the MD&A in conjunction with its Annual Report on Form 10-K for the year ended December 31, 2022, as well as other publicly available information.
EXECUTIVE SUMMARY
The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”) in the business of owning, leasing, acquiring, redeveloping, developing and managing shopping centers. As of June 30, 2023, the Company’s portfolio consisted of 121 shopping centers (including 13 shopping centers owned through unconsolidated joint ventures). At June 30, 2023, the Company owned approximately 26.2 million square feet of gross leasable area (“GLA”) through all its properties (wholly-owned and joint venture).
The following provides an overview of the Company’s key financial metrics (see Non-GAAP Financial Measures described later in this section) (in thousands, except per share amounts):
FFO attributable to common shareholders
57,519
65,866
119,418
127,092
Operating FFO attributable to common shareholders
61,295
66,454
124,023
128,011
Earnings per share – Diluted
For the six months ended June 30, 2023, the decrease in net income attributable to common shareholders, as compared to the prior-year period, primarily was the result of the gain on sale of joint venture and wholly-owned assets recognized in the second quarter of 2022. Additionally, second quarter 2023 results were impacted by lower joint venture management fees and income, higher interest expense, higher depreciation expense and an employee separation charge, included within general and administrative expenses relating to the restructuring plan initiated in May 2023, partially offset by base rent growth and the net impact of property acquisitions.
Company Activity
The growth opportunities within the Company’s core property operations include rental rate increases, continued lease-up of the portfolio, and the adaptation of existing site plans and square footage to generate higher blended rental rates and operating cash flows. Additional growth opportunities include external acquisitions and tactical redevelopment. Management intends to use retained cash flow, proceeds from the sale of lower growth assets and proceeds from equity offerings and debt financings to fund capital expenditures relating to new leasing activity, acquisitions, including opportunistic investments, and tactical redevelopment activity. In recent years, the Company’s acquisition activities have largely focused on unanchored, convenience retail properties that offer enhanced prospects for cash flow growth through rent increases and lower capital expenditure requirements.
Transactional and investment highlights for the Company through July 21, 2023 include the following:
Company Operational Highlights
Operational highlights through June 30, 2023, include the following:
RESULTS OF OPERATIONS
Consolidated shopping center properties owned as of January 1, 2022, are referred to herein as the “Comparable Portfolio Properties.”
Revenues from Operations (in thousands)
$ Change
Rental income(A)
(249
(2,275
Total revenues
(2,524
5,739
Fee and other income(B)
(3,891
1,848
17
Contractual Lease Payments
Base and percentage rental income
100,297
97,933
2,364
Recoveries from tenants
34,501
33,763
738
Uncollectible revenue
(548
1,162
(1,710
Lease termination fees, ancillary and other rental income
1,704
3,345
(1,641
Total contractual lease payments
Base and percentage rental income(1)
198,751
192,157
6,594
Recoveries from tenants(2)
69,817
66,597
3,220
Uncollectible revenue(3)
(315
2,270
(2,585
3,573
5,063
(1,490
Increase (Decrease)
Acquisition of shopping centers
7.8
Comparable Portfolio Properties
5.8
Disposition of shopping centers
(7.1
Straight-line rents
6.6
At June 30, 2023 and 2022, the Company owned 108 and 99 wholly-owned properties, respectively, with an aggregate occupancy rate of 92.4% and 91.0%, respectively, and average annualized base rent per occupied square foot of $19.97 and $19.06, respectively.
Expenses from Operations (in thousands)
198
(345
(2,536
2,678
7,677
7,672
Operating and maintenance(A)
1,428
Real estate taxes(A)
(475
General and administrative(B)
1,072
Depreciation and amortization(A)
11,329
10,818
OperatingandMaintenance
Real EstateTaxes
DepreciationandAmortization
5.3
1.2
10.5
(1.6
(2.1
(4.5
1.4
(0.5
11.3
The increase in depreciation for the Comparable Portfolio Properties was primarily the result of the change in useful life of several assets.
Other Income and Expenses (in thousands)
(2,012
513
(1,499
Interest expense(A)
(3,677
330
(3,347
Weighted-average debt outstanding (in billions)
Weighted-average interest rate
4.4
%
3.9
The Company’s overall balance sheet strategy is to continue to maintain substantial liquidity, prudent leverage levels and average debt maturities. The weighted-average interest rate (based on contractual rates and excluding fair market value of adjustments and debt issuance costs) was 4.3% and 3.8% at June 30, 2023 and 2022, respectively. At June 30, 2023, the weighted-average maturity (without extensions) was 2.8 years. Interest costs capitalized in conjunction with redevelopment projects were $0.3 million and $0.2 million for the three months ended June 30, 2023 and 2022, respectively, and $0.6 million and $0.5 million for the six months ended June 30, 2023 and 2022, respectively.
Other Items (in thousands)
(41,970
(4,619
(9
Equity in net income of joint ventures(A)
4,427
Gain on sale and change in control of interests(B)
(41,577
(4,272
Net Income (in thousands)
(55,037
(53,690
The decrease in net income attributable to SITE Centers, as compared to the prior-year period, was primarily attributable to the gain on sale of joint venture and wholly-owned assets recognized in the second quarter of 2022. Additionally, second quarter 2023 results were also impacted by lower joint venture management fees, higher interest expense, higher depreciation expense and an employee separation charge included within general and administrative expenses, offset by base rent growth and the net impact of property acquisitions.
NON-GAAP FINANCIAL MEASURES
Funds from Operations and Operating Funds from Operations
Definition and Basis of Presentation
The Company believes that Funds from Operations (“FFO”) and Operating FFO, both non-GAAP financial measures, provide additional and useful means to assess the financial performance of REITs. FFO and Operating FFO are frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs. The Company also believes that FFO and Operating FFO more appropriately measure the core operations of the Company and provide benchmarks to its peer group.
FFO excludes GAAP historical cost depreciation and amortization of real estate and real estate investments, which assume that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions, and many companies use different depreciable lives and methods. Because FFO excludes depreciation and amortization unique to real estate and gains and losses from property dispositions, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, interest costs and acquisition, disposition and development activities. This provides a perspective of the Company’s financial performance not immediately apparent from net income determined in accordance with GAAP.
FFO is generally defined and calculated by the Company as net income (loss) (computed in accordance with GAAP), adjusted to exclude (i) preferred share dividends, (ii) gains and losses from disposition of real estate property and related investments, which are presented net of taxes, (iii) impairment charges on real estate property and related investments, (iv) gains and losses from changes in control and (v) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles, equity income (loss) from joint ventures and equity income (loss) from non-controlling interests and adding the Company’s proportionate share of FFO from its unconsolidated joint ventures and non-controlling interests, determined on a consistent basis. The Company’s calculation of FFO is consistent with the definition of FFO provided by the National Association of Real Estate Investment Trusts ("NAREIT").
The Company believes that certain charges, income and gains recorded in its operating results are not comparable or reflective of its core operating performance. Operating FFO is useful to investors as the Company removes non-comparable charges, income and gains to analyze the results of its operations and assess performance of the core operating real estate portfolio. As a result, the Company also computes Operating FFO and discusses it with the users of its financial statements, in addition to other measures such as net income (loss) determined in accordance with GAAP and FFO. Operating FFO is generally defined and calculated by the Company as FFO excluding certain charges, income and gains that management believes are not comparable and indicative of the results of the Company’s operating real estate portfolio. Such adjustments include write-off of preferred share original issuance costs, gains/losses on the early extinguishment of debt, certain transaction fee income, transaction costs and other restructuring type costs, including employee separation costs. The disclosure of these adjustments is regularly requested by users of the Company’s financial statements.
The adjustment for these charges, income and gains may not be comparable to how other REITs or real estate companies calculate their results of operations, and the Company’s calculation of Operating FFO differs from NAREIT’s definition of FFO.
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Additionally, the Company provides no assurances that these charges, income and gains are non-recurring. These charges, income and gains could be reasonably expected to recur in future results of operations.
These measures of performance are used by the Company for several business purposes and by other REITs. The Company uses FFO and/or Operating FFO in part (i) as a disclosure to improve the understanding of the Company’s operating results among the investing public, (ii) as a measure of a real estate asset company’s performance, (iii) to influence acquisition, disposition and capital investment strategies and (iv) to compare the Company’s performance to that of other publicly traded shopping center REITs.
For the reasons described above, management believes that FFO and Operating FFO provide the Company and investors with an important indicator of the Company’s operating performance. They provide recognized measures of performance other than GAAP net income, which may include non-cash items (often significant). Other real estate companies may calculate FFO and Operating FFO in a different manner.
Management recognizes the limitations of FFO and Operating FFO when compared to GAAP’s net income. FFO and Operating FFO do not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use FFO or Operating FFO as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. Neither FFO nor Operating FFO represents cash generated from operating activities in accordance with GAAP, and neither is necessarily indicative of cash available to fund cash needs. Neither FFO nor Operating FFO should be considered an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. FFO and Operating FFO are simply used as additional indicators of the Company’s operating performance. The Company believes that to further understand its performance, FFO and Operating FFO should be compared with the Company’s reported net income (loss) and considered in addition to cash flows determined in accordance with GAAP, as presented in its consolidated financial statements. Reconciliations of these measures to their most directly comparable GAAP measure of net income (loss) have been provided below.
Reconciliation Presentation
FFO and Operating FFO attributable to common shareholders were as follows (in thousands):
(8,347
(5,159
(7,674
(3,988
The decrease in FFO for the six months ended June 30, 2023, as compared to the prior-year period, was primarily attributable to lower management fees and income from joint ventures and higher interest and general and administrative expenses, partially offset by base rent growth and the net impact of property acquisitions. The change in Operating FFO primarily was due to the same drivers impacting FFO but excludes the impact of an employee separation charge included within general and administrative expenses, relating to the restructuring plan initiated in May 2023.
22
The Company’s reconciliation of net income attributable to common shareholders computed in accordance with GAAP to FFO attributable to common shareholders and Operating FFO attributable to common shareholders is as follows (in thousands). The Company provides no assurances that these charges and gains are non-recurring. These charges and gains could reasonably be expected to recur in future results of operations:
Depreciation and amortization of real estate investments
57,350
49,775
110,067
98,903
(4,618
(1,381
Joint ventures' FFO(A)
2,201
3,883
4,183
8,198
Non-controlling interests (OP Units)
37
Impairment of real estate
Loss (gain) on disposition of real estate, net
(4,597
Separation and other charges
3,099
Transaction, debt extinguishment and other (at SITE's share)
677
973
1,506
1,304
RVI disposition fees
(385
Non-operating items, net
3,776
588
4,605
919
Joint ventures’ FFO and Operating FFO are summarized as follows (in thousands):
(14,874
(1,790
(20,178
(1,692
FFO
9,267
16,217
17,792
34,482
FFO at SITE Centers' ownership interests
Operating FFO at SITE Centers' ownership interests
2,334
3,885
4,482
8,200
Net Operating Income and Same Store Net Operating Income
The Company uses Net Operating Income (“NOI”), which is a non-GAAP financial measure, as a supplemental performance measure. NOI is calculated as property revenues less property-related expenses. The Company believes NOI provides useful information to investors regarding the Company’s financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level and, when compared across periods, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and disposition activity on an unleveraged basis.
The Company also presents NOI information on a same store basis, or Same Store Net Operating Income (“SSNOI”). The Company defines SSNOI as property revenues less property-related expenses, which exclude straight-line rental income (including reimbursements) and expenses, lease termination income, management fee expense, fair market value of leases and expense recovery adjustments. SSNOI includes assets owned in comparable periods (15 months for quarter comparisons). In addition, SSNOI excludes all non-property and corporate level revenue and expenses. Other real estate companies may calculate NOI and SSNOI in a different manner. The Company believes SSNOI at its effective ownership interest provides investors with additional information regarding the operating performances of comparable assets because it excludes certain non-cash and non-comparable items as noted above. SSNOI is frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs.
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SSNOI is not, and is not intended to be, a presentation in accordance with GAAP. SSNOI information has its limitations as it excludes any capital expenditures associated with the re-leasing of tenant space or as needed to operate the assets. SSNOI does not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use SSNOI as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. SSNOI does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs. SSNOI should not be considered as an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. A reconciliation of NOI and SSNOI to their most directly comparable GAAP measure of net income (loss) is provided below.
The Company’s reconciliation of net income computed in accordance with GAAP to NOI and SSNOI for the Company at 100% and at its effective ownership interest of the assets is as follows (in thousands):
For the Six Months Ended June 30,
At 100%
At the Company's Interest
Fee income
(3,634
(6,818
40,844
37,167
Other expense (income), net
1,321
1,651
Tax expense
575
605
Income from non-controlling interests
Consolidated NOI
187,242
183,163
Net income (loss) from unconsolidated joint ventures
4,237
615
3,028
4,151
4,029
6,148
1,708
1,112
1,182
(4,037
(291
Unconsolidated NOI
36,078
57,795
8,369
13,513
Total Consolidated + Unconsolidated NOI
195,611
196,676
Less: Non-Same Store NOI adjustments
(9,566
(15,922
Total SSNOI including redevelopment
186,045
180,754
SSNOI % Change including redevelopment
2.9
The SSNOI increase for the six months ended June 30, 2023, as compared to the prior-year period, primarily related to increases in rents and recoveries attributable to sequential increases in occupancy for same-store assets.
LIQUIDITY, CAPITAL RESOURCES AND FINANCING ACTIVITIES
The Company periodically evaluates opportunities to issue and sell additional debt or equity securities, obtain credit facilities from lenders or repurchase or refinance long-term debt as part of its overall strategy to further strengthen its financial position. The Company remains committed to monitoring liquidity and the duration of its indebtedness and to maintaining prudent leverage levels in an effort to manage its overall risk profile.
The Company’s consolidated and unconsolidated debt obligations generally require monthly or semi-annual payments of principal and/or interest over the term of the obligation. While the Company currently believes it has several viable sources to obtain capital and fund its business, including capacity under its Revolving Credit Facility (as defined below), no assurance can be provided that these obligations will be refinanced or repaid as currently anticipated. Any new debt financings may also entail higher rates of interest than the indebtedness being refinanced, which could have an adverse effect on the Company’s operations.
24
The Company has historically accessed capital sources through both the public and private markets. Acquisitions and redevelopments are generally financed through cash provided from operating activities, the Revolving Credit Facility, mortgages assumed, secured debt, unsecured debt, common and preferred equity offerings, joint venture capital and asset sales. Total consolidated debt outstanding was $1.8 billion at June 30, 2023, compared to $1.7 billion at December 31, 2022.
At June 30, 2023, the Company had an unrestricted cash balance of $28.0 million and availability under its Revolving Credit Facility of $775.0 million (subject to satisfaction of applicable borrowing conditions). The Company has no remaining consolidated debt maturing in 2023. In 2024, the Company has $65.6 million aggregate principal amount of senior notes and $27.6 million of consolidated mortgage debt maturing. The Company’s unconsolidated joint ventures have $112.2 million in mortgage debt at the Company’s share maturing in 2024. As of June 30, 2023, the Company anticipates that it has approximately $19 million to be incurred on its pipeline of identified redevelopment projects. The Company declared common share dividends of $0.26 per share in the aggregate in the six months ended June 30, 2023. The Company believes it has sufficient liquidity to operate its business at this time. In March 2023, the Company entered into a 5.0% interest rate cap with respect to the variable rate (the Secured Overnight Financing Rate or "SOFR") component applicable to borrowings up to $100 million under the Company's Revolving Credit Facility, which interest rate cap will remain in effect through the beginning of April 2024. At June 30, 2023, the Company had $175.0 million drawn on the Revolving Credit Facility. In May 2023, the Company repaid $87.2 million of senior notes due 2023 with amounts drawn under its Revolving Credit Facility.
Revolving Credit Facility
The Company maintains an unsecured Revolving Credit Facility with a syndicate of financial institutions and JPMorgan Chase Bank, N.A., as administrative agent that provides for borrowings of up to $950 million, which limit may be increased to $1.45 billion provided that existing or new lenders agree to provide incremental commitments and subject to other conditions precedent. The Revolving Credit Facility matures in June 2026 subject to two six-month options to extend the maturity to June 2027 at the Company's option (subject to the satisfaction of certain conditions). The Company’s borrowings under the Revolving Credit Facility bear interest at variable rates at the Company’s election, based on either (i) the SOFR rate plus a 10-basis point credit spread adjustment plus an applicable margin (0.85% at June 30, 2023) or (ii) the alternative base rate plus an applicable margin (0% at June 30, 2023). The Revolving Credit Facility also provides for an annual facility fee, which was 20 basis points on the entire facility at June 30, 2023. The applicable margins and facility fee vary depending on the Company’s long-term senior unsecured debt ratings from Moody’s, S&P Global Ratings (“S&P”) and Fitch (or their respective successors). The Revolving Credit Facility also features a sustainability-linked pricing component whereby the applicable interest-rate margin can be adjusted by one or two basis points if the Company meets certain sustainability performance targets.
The Revolving Credit Facility, the Company’s $200.0 million term loan facility and the indentures under which the Company’s senior and subordinated unsecured indebtedness are, or may be, issued contain certain financial and operating covenants including, among other things, leverage ratios and debt service coverage and fixed-charge coverage ratios, as well as limitations on the Company’s ability to incur secured and unsecured indebtedness, sell all or substantially all of the Company’s assets and engage in certain mergers and acquisitions. The Revolving Credit Facility, the term loan and the indentures also contain customary default provisions including the failure to make timely payments of principal and interest payable thereunder, the failure to comply with the Company’s financial and operating covenants and the failure of the Company or its majority-owned subsidiaries (i.e., entities in which the Company has a greater than 50% interest) to pay, when due, certain indebtedness in excess of certain thresholds beyond applicable grace and cure periods. In the event the Company’s lenders or note holders declare a default, as defined in the applicable agreements governing the debt, the Company may be unable to obtain further funding, and/or an acceleration of any outstanding borrowings may occur. As of June 30, 2023, the Company was in compliance with all of its financial covenants in the agreements governing its debt. Although the Company believes it will continue to operate in compliance with these covenants, if the Company were to violate these covenants, the Company may be subject to higher finance costs and fees or accelerated maturities.
Consolidated Indebtedness – as of June 30, 2023
As discussed above, the Company is committed to maintaining prudent leverage levels and may utilize proceeds from the sale of properties or other investments or equity offerings to repay additional debt. These sources of funds could be affected by various risks and uncertainties. No assurance can be provided that the Company’s debt obligations will be refinanced or repaid as currently anticipated. See Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
The Company continually evaluates its debt maturities and, based on management’s assessment, believes it has viable financing and refinancing alternatives. The Company has sought to manage its debt maturities, increase liquidity, maintain prudent leverage levels and improve the Company’s credit profile with a focus of lowering the Company’s balance sheet risk and cost of capital.
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Unconsolidated Joint Ventures’ Mortgage Indebtedness – as of June 30, 2023
The outstanding indebtedness of the Company’s unconsolidated joint ventures at June 30, 2023, which matures in the subsequent 13-month period (i.e., through July 31, 2024), is as follows (in millions):
Outstandingat June 30, 2023
At SITE Centers' Share
Dividend Trust Portfolio(A)
364.3
72.9
DDRM Joint Venture(B)
40.9
8.2
Total debt maturities through July 31, 2024
405.2
81.1
No assurance can be provided that these obligations will be refinanced or repaid as currently anticipated. Any future deterioration in property-level revenues may cause one or more of these joint ventures to be unable to refinance maturing obligations or satisfy applicable covenants, financial tests or debt service requirements or loan maturity extension conditions in the future, thereby allowing the mortgage lender to assume control of property cash flows, limit distributions of cash to joint venture members, declare a default, increase the interest rate or accelerate the loan’s maturity. In addition, rising interest rates may adversely impact the ability of the Company’s joint ventures to sell assets at attractive prices in order to repay indebtedness.
Cash Flow Activity
The Company’s cash flow activities are summarized as follows (in thousands):
Cash flow provided by operating activities
Cash flow used for investing activities
Cash flow (used for) provided by financing activities
Changes in cash flow for the six months ended June 30, 2023, compared to the prior comparable period, are as follows:
Operating Activities: Cash provided by operating activities decreased $5.3 million primarily due to change in cash flow from higher interest rates, higher general and administrative expenses attributable to a May 2023 restructuring plan and changes in working capital.
Investing Activities: Cash used for investing activities decreased $176.0 million primarily due to the following:
Financing Activities: Cash provided by financing activities decreased $161.2 million primarily due to the following:
Dividend Distribution
The Company declared common and preferred cash dividends of $60.2 million and $61.4 million for the six months ended June 30, 2023 and 2022, respectively. The Company intends to distribute at least 100% of ordinary taxable income in the form of common and preferred dividends with respect to the year ending December 31, 2023 in order to maintain compliance with REIT requirements and in order to not incur federal income taxes (excluding federal income taxes applicable to its taxable REIT subsidiary activities).
The Company declared a quarterly cash dividend of $0.13 per common share for the first and second quarters of 2023. The Board of Directors of the Company intends to monitor the Company’s dividend policy in order to maintain sufficient liquidity for operations and in order to maximize the Company’s free cash flow while still adhering to REIT payout requirements.
26
SITE Centers’ Equity
In December 2022, the Company’s Board of Directors authorized a common share repurchase program. Under the terms of the program, the Company is authorized to repurchase up to a maximum value of $100 million of its common shares. In the first quarter of 2023, the Company repurchased 1.5 million of its common shares in open market transactions at an aggregate cost of $20.0 million, or $13.43 per share. Through June 30, 2023, the Company had repurchased under this program 2.0 million of its common shares in open market transactions at an aggregate cost of $26.6 million.
SOURCES AND USES OF CAPITAL
Strategic Transaction Activity
The Company remains committed to maintaining sufficient liquidity, managing debt duration and maintaining prudent leverage levels in an effort to manage its overall risk profile. Equity offerings, debt financings, asset sales and cash flow from operations continue to represent a potential source of proceeds to be used to achieve these objectives.
Acquisitions
Through June 30, 2023, the Company acquired Parker Keystone (Denver, Colorado) for $11.0 million, Alpha Soda Center (Atlanta, Georgia) for $9.4 million, Barrett Corners (Atlanta, Georgia) for $15.6 million, Foxtail Center (Baltimore, Maryland) for $15.1 million and Briarcroft Center (Houston, Texas) for $23.5 million.
Dispositions
In the six months ended June 30, 2023, unconsolidated shopping centers sold by the DDRM Joint Venture generated proceeds totaling $112.2 million of which the Company’s share was $22.4 million. The proceeds from the DDRM Joint Venture sales were primarily used to repay mortgage indebtedness of the joint venture, for distribution to the partners and for general corporate purposes of the joint venture.
Changes in investment strategies for assets may impact the Company’s hold-period assumptions for those properties. The disposition of certain assets could result in a loss or impairment recorded in future periods. The Company evaluates all potential sale opportunities taking into account the long-term growth prospects of the assets, the use of proceeds and the impact to the Company’s balance sheet, in addition to the impact on operating results.
Equity Transactions
In the first quarter of 2023, the Company repurchased 1.5 million of its common shares in open market transactions at an aggregate cost of $20.0 million, or $13.43 per share with the remaining proceeds from the sale of wholly-owned properties in the fourth quarter of 2022 and proceeds from the sale of joint venture properties.
The Company repurchased 140,633 OP units in a privately negotiated transaction at an aggregate cost of $1.7 million, or $12.34 per unit. Following the repurchase, the Company has no outstanding OP units.
Redevelopment Pipeline
One component of the Company’s long-term strategic plan will be the evaluation of additional tactical redevelopment potential within the portfolio, particularly as it relates to the efficient use of the underlying real estate, which includes to expand, improve and re-tenant various properties. The Company generally expects to commence construction on redevelopment projects only after substantial tenant leasing has occurred. At June 30, 2023, the Company had approximately $60 million in construction in progress in various active consolidated redevelopments and other projects and anticipates that it has approximately $19 million yet to be incurred
27
on its pipeline of identified redevelopment projects. At June 30, 2023, the Company’s shopping center expansions, outparcel developments, construction of first-generation space and repurposing projects, were as follows (in thousands):
EstimatedStabilizedQuarter
EstimatedCost
Cost Incurred atJune 30, 2023
West Bay Plaza - Phase II (Cleveland, Ohio)
4Q23
7,941
6,988
Carolina Pavilion (Charlotte, North Carolina)
2,721
2,366
Shoppers World (Boston, Massachusetts)
3Q23
5,700
5,200
Nassau Park Pavilion (Trenton, New Jersey)
1Q24
7,635
5,470
University Hills (Denver, Colorado)
3Q24
6,718
5,047
2Q24
2,414
Tanasbourne Town Center (Portland, Oregon)
4Q25
13,769
2,622
Perimeter Pointe (Atlanta, Georgia)
TBD
1,417
46,898
29,623
CAPITALIZATION
At June 30, 2023, the Company’s capitalization consisted of $1.8 billion of debt, $175.0 million of preferred shares and $2.8 billion of market equity (calculated as the common shares outstanding multiplied by $13.22, the closing price of the Company’s common shares on the New York Stock Exchange at June 30, 2023). At June 30, 2023, after giving effect to the swap of the variable-rate component of the term loan's interest rate to a fixed rate, the Company’s total debt consisted of $1.6 billion of fixed-rate debt and $175.0 million of variable rate debt.
Management’s strategy is to maintain access to the capital resources necessary to manage the Company’s balance sheet and to repay upcoming maturities. Accordingly, the Company may seek to obtain funds through additional debt or equity financings and/or joint venture capital in a manner consistent with its intention to operate with a prudent debt capitalization policy and to reduce the Company’s cost of capital by maintaining an investment grade rating with Moody’s, S&P and Fitch. A security rating is not a recommendation to buy, sell or hold securities, as it may be subject to revision or withdrawal at any time by the rating organization. Each rating should be evaluated independently of any other rating. The Company may not be able to obtain financing on favorable terms, or at all, which may negatively affect future ratings.
The Revolving Credit Facility, term loan and the indentures under which the Company’s senior and subordinated unsecured indebtedness is, or may be, issued contain certain financial and operating covenants, including, among other things, debt service coverage and fixed charge coverage ratios, as well as limitations on the Company’s ability to incur secured and unsecured indebtedness, sell all or substantially all of the Company’s assets, engage in certain mergers and acquisitions and make distribution to its shareholders. Although the Company intends to operate in compliance with these covenants, if the Company were to violate these covenants, the Company may be subject to higher finance costs and fees or accelerated maturities. In addition, the Revolving Credit Facility, term loan and the Company’s indentures permit the acceleration of maturity in the event certain other debt of the Company is in default or has been accelerated. Foreclosure on mortgaged properties or an inability to refinance existing indebtedness would have a negative impact on the Company’s financial condition and results of operations.
CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS
As of June 30, 2023, the Company has no remaining debt maturing in 2023. In 2024, the Company has $65.6 million aggregate principal amount of senior notes, $27.6 million of consolidated mortgage debt and $112.2 million of unconsolidated joint venture mortgage debt at the Company’s share maturing. The Company expects to fund future maturities from utilization of its Revolving Credit Facility, proceeds from asset sales and other investments, cash flow from operations and/or additional debt or equity financings. No assurance can be provided that these obligations will be repaid as currently anticipated or refinanced.
Other Guaranties
In conjunction with the redevelopment of shopping centers, the Company had entered into commitments with general contractors aggregating approximately $20.6 million for its consolidated properties at June 30, 2023, which includes the assets in the redevelopment pipeline. These obligations, composed principally of construction contracts, are generally due within 12 to 24 months, as the related construction costs are incurred, and are expected to be financed through operating cash flow, asset sales or borrowings under the Revolving Credit Facility. These contracts typically can be changed or terminated without penalty.
The Company routinely enters into contracts for the maintenance of its properties. These contracts typically can be canceled upon 30 to 60 days’ notice without penalty. At June 30, 2023, the Company had purchase order obligations, typically payable within one year, aggregating approximately $7.0 million related to the maintenance of its properties and general and administrative expenses.
28
ECONOMIC CONDITIONS
Despite current economic uncertainty, the Company continues to experience retailer demand for quality real estate locations within well-positioned shopping centers. The Company executed new leases and renewals aggregating approximately 1.6 million square feet of space on a pro rata basis for the six months ended June 30, 2023. The Company believes these strong leasing results and tenant demand are attributable to the concentration of the Company’s portfolio in suburban, high household income communities, pandemic-induced work-from-home trends, limited new construction and tenants’ increasing use of physical store locations to improve the speed and efficiency of merchandise distribution.
The Company benefits from a diversified tenant base, with only one tenant whose annualized rental revenue equals or exceeds 3% of the Company’s annualized consolidated revenues plus the Company’s proportionate share of unconsolidated joint venture revenues (TJX Companies at 5.8%). Other significant national tenants generally have relatively strong financial positions, have outperformed other retail categories over time and the Company believes remain well-capitalized. Historically these national tenants have provided a stable revenue base, and the Company believes that they will continue to provide a stable revenue base going forward, given the long-term nature of these leases. The majority of the tenants in the Company’s shopping centers provide day-to-day consumer necessities with a focus on value and convenience, versus discretionary items, which the Company believes will enable many of its tenants to outperform under a variety of economic conditions. The Company recognizes the risks posed by current economic conditions but believes the position of its portfolio and the general diversity and credit quality of its tenant base should enable it to successfully navigate through a potentially challenging economic environment. The Company has relatively little reliance on overage or percentage rents generated by tenant sales performance.
The Company believes that its shopping center portfolio is well positioned, as evidenced by its recent leasing activity, historical property income growth and consistent growth in average annualized base rent per occupied square foot. Historical occupancy has generally ranged from 89% to 94% over the last 10 years. At June 30, 2023 and December 31, 2022, the shopping center portfolio occupancy, on a pro rata basis, was 92.3% and 92.4%, respectively, and the total portfolio average annualized base rent per occupied square foot, on a pro rata basis, was $19.89 and $19.52, respectively. The Company’s portfolio has been impacted by tenant bankruptcies, including bankruptcy stemming from the COVID-19 pandemic, and the Company expects to expend capital in coming periods in connection with leases executed to backfill these and other closures. Although the per square foot cost of leasing capital expenditures has been predominantly consistent with the Company’s historical trends, the high volume of the Company’s recent leasing activity will cause aggregate leasing capital expenditure levels to be elevated. The weighted-average cost of tenant improvements and lease commissions estimated to be incurred over the expected lease term for new leases executed during the six months ended June 30, 2023 and 2022, on a pro rata basis, was $5.90 and $7.15 per rentable square foot, respectively. The Company generally does not expend a significant amount of capital on lease renewals.
Although disruptions to the Company’s business stemming from the COVID-19 pandemic have subsided, inflation, higher interest rates, reduced consumer spending, labor shortages and the volatility of global capital markets pose risks to the U.S. economy and the Company’s tenants. In addition to these macroeconomic challenges, the retail sector has been affected by changing consumer behaviors following the COVID-19 pandemic, including the competitive nature of the retail business and the competition for the share of the consumer wallet. The Company routinely monitors the credit profiles of its tenants and analyzes the possible impact of any potential tenant credit issues on the financial statements of the Company and its unconsolidated joint ventures. In some cases, changing conditions have resulted in weaker retailers and retail categories losing market share and declaring bankruptcy and/or closing stores. However, other retailers, specifically those in the value and convenience category, continue to express interest in launching new concepts and expanding their store fleets within the suburban, high household income communities in which the Company’s properties are located. As a result, the Company believes that its prospects to backfill any spaces vacated by bankrupt or non-renewing tenants are generally good, though such re-tenanting efforts would likely require additional capital expenditures and the opportunities to lease any vacant theater spaces may be more limited. However, there can be no assurance that vacancy resulting from increasingly uncertain economic conditions will not adversely affect the Company’s operating results (see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022).
Inflation, rising interest rates, the availability of commercial real estate financing have also impacted, in certain cases, real estate owners’ ability to acquire and sell assets and raise equity and debt financing. Although the Company has relatively small amounts of consolidated indebtedness maturing in 2024 (none remaining in 2023), debt capital markets liquidity could adversely impact the Company’s ability to refinance future maturities and the interest rates applicable thereto. To the extent that the interest rate environment does not moderate prior to the time of these refinancings, the Company’s interest expense levels would be adversely affected.
FORWARD-LOOKING STATEMENTS
MD&A should be read in conjunction with the Company’s consolidated financial statements and the notes thereto appearing elsewhere in this report. Historical results and percentage relationships set forth in the Company’s consolidated financial statements, including trends that might appear, should not be taken as indicative of future operations. The Company considers portions of this
29
information to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respect to the Company’s expectations for future periods. Forward-looking statements include, without limitation, statements related to acquisitions (including any related pro forma financial information) and other business development activities, future capital expenditures, financing sources and availability and the effects of environmental and other regulations. Although the Company believes that the expectations reflected in these forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not statements of historical fact should be deemed to be forward-looking statements. Without limiting the foregoing, the words “will,” “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates” and similar expressions are intended to identify forward-looking statements. Readers should exercise caution in interpreting and relying on forward-looking statements because such statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and that could cause actual results to differ materially from those expressed or implied in the forward-looking statements and that could materially affect the Company’s actual results, performance or achievements. For additional factors that could cause the results of the Company to differ materially from those indicated in the forward-looking statements see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following:
31
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company’s primary market risk exposure is interest rate risk. At June 30, 2023, the Company’s debt, excluding unconsolidated joint venture debt and adjusted to reflect the swap of the variable rate (SOFR) component of interest rate applicable to the Company’s $200.0 million term loan to a fixed rate of 2.75%, is summarized as follows:
Amount(Millions)
Weighted-AverageMaturity(Years)
Weighted-AverageInterestRate
Percentageof Total
Fixed-Rate Debt
1,620.3
2.7
4.2
90.3
1,707.0
3.1
100.0
Variable-Rate Debt
175.0
6.0
9.7
0.0
The Company’s unconsolidated joint ventures’ indebtedness at its carrying value is summarized as follows:
JointVentureDebt(Millions)
Company'sProportionateShare(Millions)
363.8
72.8
0.8
4.8
363.5
72.7
1.3
102.7
39.0
171.6
53.0
1.1
5.4
The Company intends to use retained cash flow, proceeds from asset sales, equity and debt financing and variable-rate indebtedness available under its Revolving Credit Facility to repay indebtedness and fund capital expenditures at the Company’s shopping centers. Thus, to the extent the Company incurs additional variable-rate indebtedness or needs to refinance existing fixed-rate indebtedness in a rising interest rate environment, its exposure to increases in interest rates in an inflationary period could increase.
The interest rate risk on a portion of the Company’s variable-rate debt has been mitigated through the use of an interest rate swap agreement with major financial institutions. At June 30, 2023, the variable (SOFR) component of the interest rate applicable to the Company’s $200.0 million consolidated term loan facility was swapped to a fixed rate. The Company is exposed to credit risk in the event of nonperformance by the counterparties to the swaps. The Company believes it mitigates its credit risk by entering into swaps with major financial institutions.
The carrying value of the Company’s fixed-rate debt is adjusted to include the $200.0 million of variable-rate debt that was swapped to a fixed rate at June 30, 2023. An estimate of the effect of a 100 basis-point increase at June 30, 2023 and December 31, 2022, is summarized as follows (in millions):
Carrying Value
100 Basis-PointIncrease inMarket InterestRate
Company's fixed-rate debt
1,522.4
1,485.1
(B)
1,622.2
1,577.7
Company's proportionate share of joint venture fixed-rate debt
70.5
69.6
The sensitivity to changes in interest rates of the Company’s fixed-rate debt was determined using a valuation model based upon factors that measure the net present value of such obligations that arise from the hypothetical estimate as discussed above. A 100 basis-point increase in short-term market interest rates at June 30, 2023, would result in an increase in interest expense of approximately $0.4 million relating to the Company’s variable rate debt outstanding for the six months ended June 30, 2023. This exposure to interest rate risk was mitigated by the implementation of a 5.0% interest rate cap with respect to the variable (SOFR) component applicable to borrowings up to $100 million under the Company's Revolving Credit Facility through the beginning of April 2024. The estimated increase in interest expense does not give effect to possible changes in the daily balance of the Company’s outstanding variable-rate debt. All of the variable-rate debt outstanding at the unconsolidated joint ventures is subject to hedging agreements.
The Company and its joint ventures intend to continually monitor and actively manage interest costs on their variable-rate debt portfolio and may enter into swap positions based on market fluctuations. In addition, the Company believes it has the ability to obtain funds through additional equity and/or debt offerings and joint venture capital. Accordingly, the cost of obtaining such protection agreements versus the Company’s access to capital markets will continue to be evaluated. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. As of June 30, 2023, the Company had no other material exposure to market risk.
Item 4. CONTROLS AND PROCEDURES
The Company’s management, with the participation of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation, pursuant to Securities Exchange Act of 1934 Rules 13a-15(b) and 15d-15(b), of the effectiveness of our disclosure controls and procedures. Based on their evaluation as required, the CEO and CFO have concluded that the Company’s disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and were effective as of the end of such period to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
During the three months ended June 30, 2023, there were no changes in the Company’s internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
PART II
OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company and its subsidiaries are subject to various legal proceedings, which, taken together, are not expected to have a material adverse effect on the Company. The Company is also subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by insurance. While the resolution of all matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations.
Item 1A. RISK FACTORS
None.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ISSUER PURCHASES OF EQUITY SECURITIES
(a)
(b)
(c)
(d)
TotalNumber ofSharesPurchased(1)
AveragePrice Paidper Share
Total Numberof Shares Purchasedas Part ofPublicly AnnouncedPlans or Programs
Maximum Number(or ApproximateDollar Value) ofShares that May YetBe Purchased Under the Plans or Programs(Millions)
April 1–30, 2023
1,040
11.98
May 1–31, 2023
2,650
11.77
June 1–30, 2023
524
11.92
4,214
11.84
73.4
On December 20, 2022, the Company announced that its Board of Directors authorized a common share repurchase program. Under the terms of the program, the Company is authorized to repurchase up to a maximum value of $100 million of its common shares. From December 20, 2022 through June 30, 2023, the Company had repurchased 2.0 million of its common shares in the aggregate at a cost of $26.6 million under the program.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
Item 6. EXHIBITS
31.1
Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 19341
31.2
Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 19341
32.1
Certification of chief executive officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 20021,2
32.2
Certification of chief financial officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 20021,2
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document1
101.SCH
Inline XBRL Taxonomy Extension Schema Document1
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document1
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document1
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document1
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document1
104
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 has been formatted in Inline XBRL and included in Exhibit 101.
Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022, (ii) Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022, (iii) Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2023 and 2022, (iv) Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2023 and 2022, (v) Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 and (vi) Notes to Condensed Consolidated Financial Statements.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SITE CENTERS CORP.
By:
/s/ Christa A. Vesy
Name:
Christa A. Vesy
Title:
Executive Vice Presidentand Chief Accounting Officer
(Principal Accounting Officer)
Date: July 27, 2023