SITE Centers (SITC)

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SITE Centers (SITC) - 2022 Q2 - Earnings Call Presentation
2022-07-28 13:32
2Q22 Earnings S I T E C E N T E R S C O N F E R E N C E C A L L JULY 28, 2022 SAFE HARBOR STATEMENT SITE Centers Corp. considers portions of the information in this presentation 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 expectation for future periods. Although the Company believes that the expectations reflected in such forward-looking statements are b ...
SITE Centers (SITC) - 2022 Q1 - Quarterly Report
2022-04-28 20:18
```markdown [PART I. FINANCIAL INFORMATION](index=2&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements – Unaudited](index=2&type=section&id=Item%201.%20Financial%20Statements%20%E2%80%93%20Unaudited) This section presents the unaudited condensed consolidated financial statements of SITE Centers Corp. for the three months ended March 31, 2022 and 2021, including balance sheets, statements of operations, comprehensive income, equity, and cash flows, along with explanatory notes detailing the company's business, revenue recognition, joint ventures, acquisitions, debt, equity, and subsequent events [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) | Metric | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :--------------------------------- | :----------------------------- | :----------------------------- | | Total real estate assets, net | $3,779,333 | $3,667,312 | | Total Assets | $4,051,481 | $3,967,051 | | Total Indebtedness | $1,758,329 | $1,677,377 | | Total Liabilities | $1,995,363 | $1,924,399 | | Total Equity | $2,056,118 | $2,042,652 | [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | | :--------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Revenues from operations | $134,320 | $128,139 | | Rental income | $129,884 | $119,890 | | Fee and other income | $4,436 | $8,249 | | Total rental operation expenses | $104,734 | $110,105 | | Net income | $13,955 | $16,181 | | Net income attributable to common shareholders | $11,148 | $10,875 | | Basic EPS | $0.05 | $0.05 | | Diluted EPS | $0.05 | $0.05 | [Consolidated Statements of Comprehensive Income](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | | :--------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net income | $13,955 | $16,181 | | Total other comprehensive income | $0 | $2,682 | | Comprehensive income | $13,955 | $18,863 | | Total comprehensive income attributable to SITE Centers | $13,937 | $18,690 | [Consolidated Statements of Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Equity) | Metric | Balance, December 31, 2021 (in thousands) | Balance, March 31, 2022 (in thousands) | | :--------------------------------- | :------------------------------------ | :----------------------------------- | | Total SITE Centers shareholders' equity | $2,042,652 | $2,056,118 | | Issuance of common shares for cash offering | N/A | $33,781 | | Dividends declared-common shares | N/A | $(27,905) | | Dividends declared-preferred shares | N/A | $(2,789) | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | | :--------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net cash flow provided by operating activities | $50,021 | $56,110 | | Net cash flow (used for) provided by investing activities | $(154,504) | $10,539 | | Net cash flow provided by financing activities | $80,445 | $52,639 | | Net (decrease) increase in cash, cash equivalents and restricted cash | $(24,038) | $119,288 | | Cash, cash equivalents and restricted cash, end of period | $19,214 | $193,701 | [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [1. Nature of Business and Financial Statement Presentation](index=8&type=section&id=1.%20Nature%20of%20Business%20and%20Financial%20Statement%20Presentation) SITE Centers Corp. is a REIT primarily engaged in acquiring, owning, developing, leasing, and managing shopping centers, with a tenant base concentrated in the retail industry. The financial statements are prepared in accordance with GAAP, using estimates that consider the impact of COVID-19, and are condensed interim statements - SITE Centers Corp. is a self-administered and self-managed Real Estate Investment Trust (REIT) focused on acquiring, owning, developing, redeveloping, leasing, and managing shopping centers[23](index=23&type=chunk) - The Company's credit risk is concentrated in the retail industry, with a tenant base primarily consisting of national and regional retail chains and local tenants[23](index=23&type=chunk) - The financial statements are unaudited interim statements prepared in conformity with GAAP, with management making estimates and assumptions, including considering the impacts of COVID-19[24](index=24&type=chunk)[25](index=25&type=chunk) [2. Revenue Recognition](index=8&type=section&id=2.%20Revenue%20Recognition) The COVID-19 pandemic significantly impacted the retail sector, leading to rent deferrals and abatements in 2020. By March 31, 2022, most deferral arrangements were repaid. The company recorded $1.1 million in net uncollectible revenue for Q1 2022, primarily from cash-basis tenants. Fee and other income decreased significantly from $8.2 million in Q1 2021 to $4.4 million in Q1 2022, mainly due to lower fees from Retail Value Inc. (RVI) asset sales - The COVID-19 pandemic significantly impacted the retail sector, leading to rent deferral arrangements and, in some cases, rent abatements, primarily in 2020[28](index=28&type=chunk)[29](index=29&type=chunk) - As of March 31, 2022, the majority of rent deferral arrangements for tenants not on a cash basis have been repaid[29](index=29&type=chunk) | Revenue Type | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | | :--------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Revenue from contracts with customers | $2,715 | $2,953 | | Other property income | $1,523 | $544 | | Revenue from contracts with RVI | $198 | $4,752 | | Total fee and other income | $4,436 | $8,249 | [3. Investments in and Advances to Joint Ventures](index=10&type=section&id=3.%20Investments%20in%20and%20Advances%20to%20Joint%20Ventures) The Company held interests in 46 unconsolidated joint venture shopping centers as of March 31, 2022, down from 47 at December 31, 2021. The Company's share of equity in net income from joint ventures decreased significantly from $4.385 million in Q1 2021 to $0.169 million in Q1 2022, primarily due to a gain on sale of undeveloped land recognized in 2021. In February 2022, the Company acquired its partner's 80% interest in Casselberry Commons for $35.6 million, resulting in a $3.3 million gain on change in control - At March 31, 2022, the Company had ownership interests in **46 unconsolidated joint ventures**, down from **47** at December 31, 2021[33](index=33&type=chunk) | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | | :--------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net (loss) income attributable to unconsolidated joint ventures | $(1,378) | $33,516 | | Company's share of equity in net income of joint ventures | $30 | $4,323 | | Equity in net income of joint ventures | $169 | $4,385 | - In February 2022, the Company acquired its partner's **80% interest** in Casselberry Commons for **$35.6 million**, leading to a **$3.3 million Gain on Change in Control of Interests**[35](index=35&type=chunk) [4. Acquisitions](index=11&type=section&id=4.%20Acquisitions) During Q1 2022, the Company acquired three shopping centers: Artesia Village ($14.5 million), Casselberry Commons ($35.6 million for 80% interest), and Shops at Boca Center ($90.0 million), totaling $140.1 million in purchase price. These acquisitions contributed $0.7 million in total revenues from their acquisition dates through March 31, 2022 | Asset | Location | Date Acquired | Purchase Price (in millions) | | :-------------------- | :-------------------- | :------------ | :--------------------------- | | Artesia Village | Scottsdale, Arizona | January 2022 | $14.5 | | Casselberry Commons | Casselberry, Florida | February 2022 | $35.6 | | Shops at Boca Center | Boca Raton, Florida | March 2022 | $90.0 | - Total consideration for these acquisitions was **$141.954 million**, funded by **$133.463 million** in cash, a **$3.319 million** gain on change in control of interest, and **$5.172 million** carrying value of previously held common equity interest[38](index=38&type=chunk) - The three acquired properties generated **$0.7 million** in total revenues from their acquisition dates through March 31, 2022[38](index=38&type=chunk) [5. Other Assets and Intangibles, net](index=12&type=section&id=5.%20Other%20Assets%20and%20Intangibles%2C%20net) The Company's total intangible assets, net, increased to $101.768 million at March 31, 2022, from $94.059 million at December 31, 2021. This includes increases in in-place leases, above-market leases, and lease origination costs, while tenant relationships slightly decreased. Amortization expense for intangibles (excluding above- and below-market leases) was $6.6 million for Q1 2022, up from $5.6 million in Q1 2021 | Intangible Asset | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :--------------------------------- | :----------------------------- | :----------------------------- | | In-place leases, net | $71,973 | $64,464 | | Above-market leases, net | $7,759 | $7,390 | | Lease origination costs, net | $7,543 | $6,636 | | Tenant relationships, net | $14,493 | $15,569 | | Total intangible assets, net | $101,768 | $94,059 | - Amortization expense related to intangibles (excluding above- and below-market leases) was **$6.6 million** for the three months ended March 31, 2022, compared to **$5.6 million** for the same period in 2021[39](index=39&type=chunk) [6. Revolving Credit Facilities](index=12&type=section&id=6.%20Revolving%20Credit%20Facilities) The Company maintains an Unsecured Credit Facility of up to $950 million (expandable to $1.45 billion) maturing in January 2024, with two six-month extension options, and a $20 million PNC Facility. Borrowings bear variable interest rates (LIBOR plus 0.90% or Alternative Base Rate plus 0% at March 31, 2022). The Company was in compliance with all financial covenants as of March 31, 2022 - The Company has an Unsecured Credit Facility of up to **$950 million** (with an accordion feature up to **$1.45 billion**) and a **$20 million PNC Facility**, both maturing in January 2024 with extension options[40](index=40&type=chunk)[41](index=41&type=chunk) - Borrowings under these facilities bear variable interest rates, either LIBOR plus a specified spread (**0.90%** at March 31, 2022) or the Alternative Base Rate plus a specified spread (**0%** at March 31, 2022)[42](index=42&type=chunk) - The Company was in compliance with all financial covenants under its Revolving Credit Facilities at March 31, 2022[42](index=42&type=chunk) [7. Fair Value Measurements](index=12&type=section&id=7.%20Fair%20Value%20Measurements) The fair value of the Company's senior notes is determined using a pricing model, while other debt uses a discounted cash flow technique. As of March 31, 2022, the fair value of total indebtedness was $1,785.420 million, slightly higher than its carrying amount of $1,758.329 million - Fair value of senior notes is determined using a pricing model, while other debt uses a discounted cash flow technique incorporating future contractual payments and market interest yield curves[43](index=43&type=chunk)[44](index=44&type=chunk) | Debt Type | March 31, 2022 Carrying Amount (in thousands) | March 31, 2022 Fair Value (in thousands) | December 31, 2021 Carrying Amount (in thousands) | December 31, 2021 Fair Value (in thousands) | | :--------------------------------- | :------------------------------------------ | :--------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Senior Notes | $1,452,307 | $1,479,881 | $1,451,768 | $1,559,973 | | Revolving Credit Facilities and Term Loan | $214,854 | $215,000 | $99,810 | $100,000 | | Mortgage Indebtedness | $91,168 | $90,539 | $125,799 | $127,488 | | Total | $1,758,329 | $1,785,420 | $1,677,377 | $1,787,461 | [8. Equity](index=13&type=section&id=8.%20Equity) The Company declared a common share dividend of $0.13 per share for Q1 2022, an increase from $0.11 per share in Q1 2021. On March 1, 2022, the Company settled 2.2 million common shares from its continuous equity program, generating gross proceeds of $35.1 million | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--------------------------------- | :-------------------------------- | :-------------------------------- | | Common share dividends declared per share | $0.13 | $0.11 | - On March 1, 2022, the Company settled **2.2 million common shares** from its 2021 forward equity offering, resulting in gross proceeds of **$35.1 million**[48](index=48&type=chunk) [9. Earnings Per Share](index=13&type=section&id=9.%20Earnings%20Per%20Share) Basic and diluted EPS remained constant at $0.05 for both Q1 2022 and Q1 2021. Net income attributable to common shareholders after allocation to participating securities was $11.022 million in Q1 2022, compared to $10.760 million in Q1 2021. The average shares outstanding for diluted EPS increased to 213.203 million in Q1 2022 from 199.445 million in Q1 2021 | Metric | Three Months Ended March 31, 2022 (in thousands, except per share) | Three Months Ended March 31, 2021 (in thousands, except per share) | | :--------------------------------- | :----------------------------------------------------------------- | :----------------------------------------------------------------- | | Net income attributable to common shareholders after allocation to participating securities | $11,022 | $10,760 | | Basic—Average shares outstanding | 212,103 | 198,534 | | Diluted—Average shares outstanding | 213,203 | 199,445 | | Basic EPS | $0.05 | $0.05 | | Diluted EPS | $0.05 | $0.05 | [10. Subsequent Events](index=14&type=section&id=10.%20Subsequent%20Events) In April 2022, the Company acquired Shoppes of Crabapple for $4.4 million and sold its 20% interest in the SAU Joint Venture for a gross asset value of $155.7 million - In April 2022, the Company acquired Shoppes of Crabapple (Alpharetta, Georgia) for **$4.4 million**[53](index=53&type=chunk) - In April 2022, the Company sold its **20% interest** in the SAU Joint Venture to its partner, the State of Utah, based on a gross asset value of **$155.7 million** (at 100%)[53](index=53&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=15&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition, results of operations, and liquidity for the three months ended March 31, 2022. It highlights key financial metrics, operational activities, non-GAAP measures like FFO and NOI, and discusses the Company's capital resources, financing activities, and the economic conditions impacting its business, including the lingering effects of COVID-19 and new risks like inflation [EXECUTIVE SUMMARY](index=15&type=section&id=EXECUTIVE%20SUMMARY) SITE Centers Corp. is a REIT with a portfolio of 138 shopping centers (including JVs) and 32.1 million square feet of GLA as of March 31, 2022. The Company reported increased net income attributable to common shareholders, FFO, and Operating FFO for Q1 2022, driven by revenue growth and acquisitions. Collection rates have improved to near pre-pandemic levels, and the Company focuses on rental rate increases, lease-up, and strategic acquisitions/redevelopment for growth - As of March 31, 2022, the Company's portfolio consisted of **138 shopping centers** (including **46** through unconsolidated joint ventures), owning approximately **32.1 million square feet** of gross leasable area (GLA)[57](index=57&type=chunk) | Metric | Three Months Ended March 31, 2022 (in thousands, except per share) | Three Months Ended March 31, 2021 (in thousands, except per share) | | :--------------------------------- | :----------------------------------------------------------------- | :----------------------------------------------------------------- | | Net income attributable to common shareholders | $11,148 | $10,875 | | FFO attributable to common shareholders | $61,226 | $49,511 | | Operating FFO attributable to common shareholders | $61,558 | $55,302 | | Earnings per share – Diluted | $0.05 | $0.05 | - The increase in net income was primarily due to operating results from revenue growth at existing assets, property acquisitions, and lower impairment charges, partially offset by lower fee income from RVI and lower gain on change in control of interests[58](index=58&type=chunk) - Collection rates improved to near pre-pandemic levels by year-end 2021, with a substantial majority of tenants paying monthly and repaying deferred rents[60](index=60&type=chunk) [RESULTS OF OPERATIONS](index=16&type=section&id=RESULTS%20OF%20OPERATIONS) The Company's operational highlights for Q1 2022 include acquiring three shopping centers for $140.1 million, settling 2.2 million common shares for $35.1 million, and leasing 1.1 million square feet of GLA with positive leasing spreads. Total revenues increased by $6.181 million to $134.320 million, driven by a $9.994 million increase in rental income, partially offset by a $3.813 million decrease in fee and other income. Operating expenses decreased by $5.371 million, mainly due to lower impairment charges and general and administrative expenses. Net income attributable to SITE Centers decreased by $2.071 million to $13.937 million, primarily due to lower fee income and reduced gain on change in control of interests - Acquired two shopping centers (Artesia Village and Shops at Boca Center) for **$104.5 million** and a joint venture partner's interest in Casselberry Commons for **$35.6 million**[63](index=63&type=chunk) - Leased approximately **1.1 million square feet** of GLA, including **71 new leases** and **109 renewals**, generating positive leasing spreads of **15.4%** for new leases and **5.6%** for renewals[63](index=63&type=chunk) | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | $ Change | | :--------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :------- | | Rental income | $129,884 | $119,890 | $9,994 | | Fee and other income | $4,436 | $8,249 | $(3,813) | | Total revenues | $134,320 | $128,139 | $6,181 | | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | $ Change | | :--------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :------- | | Operating and maintenance | $21,936 | $20,216 | $1,720 | | Real estate taxes | $20,183 | $19,664 | $519 | | Impairment charges | $0 | $7,270 | $(7,270) | | General and administrative | $12,251 | $17,395 | $(5,144) | | Depreciation and amortization | $50,364 | $45,560 | $4,804 | | Total expenses from operations | $104,734 | $110,105 | $(5,371) | - Net income attributable to SITE Centers decreased by **$2.071 million** to **$13.937 million**, primarily due to lower fee income from RVI and reduced gain on change in control of interests, partially offset by revenue growth and lower impairment charges[73](index=73&type=chunk) [NON-GAAP FINANCIAL MEASURES](index=19&type=section&id=NON-GAAP%20FINANCIAL%20MEASURES) The Company utilizes non-GAAP financial measures, Funds from Operations (FFO) and Operating FFO, to assess financial performance and core operations, excluding real estate depreciation, property dispositions, and certain non-comparable charges. FFO attributable to common shareholders increased by $11.715 million to $61.226 million in Q1 2022, and Operating FFO increased by $6.256 million to $61.558 million, driven by positive operating results and property acquisitions. Same Store Net Operating Income (SSNOI) at the Company's effective ownership interest increased by 2.9% for Q1 2022, primarily due to higher occupancy and rent commencements - FFO and Operating FFO are non-GAAP measures used to assess financial performance, excluding GAAP historical cost depreciation and amortization of real estate, gains/losses from property dispositions, and certain non-cash items[75](index=75&type=chunk)[76](index=76&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk) | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | $ Change | | :--------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :------- | | FFO attributable to common shareholders | $61,226 | $49,511 | $11,715 | | Operating FFO attributable to common shareholders | $61,558 | $55,302 | $6,256 | - The increase in FFO was primarily attributable to operating results driven by revenue growth of existing assets and the impact of property acquisitions, partially offset by lower fee income and lower general and administrative expenses[85](index=85&type=chunk) - Same Store Net Operating Income (SSNOI) at the Company's effective ownership interest increased by **2.9%** for the three months ended March 31, 2022, compared to 2021, primarily due to increases in occupancy and related rent commencements[92](index=92&type=chunk) [LIQUIDITY, CAPITAL RESOURCES AND FINANCING ACTIVITIES](index=22&type=section&id=LIQUIDITY%2C%20CAPITAL%20RESOURCES%20AND%20FINANCING%20ACTIVITIES) The Company maintains a strategy of substantial liquidity, prudent leverage, and lengthy debt maturities, utilizing operating cash flow, credit facilities, equity offerings, and asset sales for financing. Total consolidated debt outstanding increased to $1.8 billion at March 31, 2022, from $1.7 billion at December 31, 2021, with $855.0 million available under its Revolving Credit Facilities. Cash flow from operating activities decreased by $6.1 million, while cash used for investing activities increased by $165.0 million, and cash provided by financing activities increased by $27.8 million. The Company declared a common share dividend of $0.13 per share for Q1 2022 and settled 2.2 million common shares for $35.1 million - The Company's strategy is to maintain substantial liquidity, prudent leverage levels, and lengthy average debt maturities, using retained cash flow, asset sales, equity offerings, and debt financings[95](index=95&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk) - Total consolidated debt outstanding was **$1.8 billion** at March 31, 2022, with **$855.0 million** available under its Revolving Credit Facilities[97](index=97&type=chunk)[98](index=98&type=chunk) - The Company has no remaining consolidated debt maturing in 2022, but **$87.2 million** in senior notes, **$100.0 million** in an unsecured term loan, and **$35.6 million** in consolidated mortgage debt mature in 2023[98](index=98&type=chunk) | Cash Flow Activity | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | | :--------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Cash flow provided by operating activities | $50,021 | $56,110 | | Cash flow (used for) provided by investing activities | $(154,504) | $10,539 | | Cash flow provided by financing activities | $80,445 | $52,639 | - The Company declared common and preferred cash dividends of **$30.7 million** for Q1 2022, and a quarterly cash dividend of **$0.13 per common share**[108](index=108&type=chunk)[109](index=109&type=chunk) [SOURCES AND USES OF CAPITAL](index=25&type=section&id=SOURCES%20AND%20USES%20OF%20CAPITAL) The Company's capital strategy focuses on maintaining liquidity and managing debt through equity offerings, debt financings, asset sales, and cash flow. In Q1 2022, it settled 2.2 million common shares for $35.1 million, acquired Artesia Village ($14.5M), Shops at Boca Center ($90.0M), and a 80% interest in Casselberry Commons ($35.6M). Post-quarter, it acquired Shoppes of Crabapple ($4.4M) and sold its 20% interest in the SAU Joint Venture. The Company anticipates incurring approximately $32 million on identified redevelopment projects - On March 1, 2022, the Company settled **2.2 million common shares** from its 2021 forward equity program, generating gross proceeds of **$35.1 million**[114](index=114&type=chunk) - During Q1 2022, the Company acquired Artesia Village (**$14.5 million**), Shops at Boca Center (**$90.0 million**), and its partner's **80% equity interest** in Casselberry Commons (**$35.6 million**)[115](index=115&type=chunk) - In April 2022, the Company acquired Shoppes of Crabapple for **$4.4 million** and sold its **20% interest** in the SAU Joint Venture[116](index=116&type=chunk)[117](index=117&type=chunk) - The Company anticipates incurring approximately **$32 million** on its pipeline of identified redevelopment projects[119](index=119&type=chunk) [CAPITALIZATION](index=26&type=section&id=CAPITALIZATION) As of March 31, 2022, the Company's capitalization included $1.8 billion of debt, $175.0 million of preferred shares, and $3.6 billion of market equity, resulting in a debt to total market capitalization ratio of 0.33 to 1.0. The Company aims to maintain an investment-grade rating and operates with a conservative debt capitalization policy, adhering to financial and operating covenants in its credit facilities and indentures - At March 31, 2022, the Company's capitalization consisted of **$1.8 billion** of debt, **$175.0 million** of preferred shares, and **$3.6 billion** of market equity[122](index=122&type=chunk) - The debt to total market capitalization ratio was **0.33 to 1.0** at March 31, 2022, compared to **0.36 to 1.0** at March 31, 2021[122](index=122&type=chunk) - The Company's strategy is to maintain an investment-grade rating and operate with a conservative debt capitalization policy, complying with financial and operating covenants in its credit facilities and indentures[123](index=123&type=chunk)[124](index=124&type=chunk) [CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS](index=27&type=section&id=CONTRACTUAL%20OBLIGATIONS%20AND%20OTHER%20COMMITMENTS) The Company has no consolidated debt maturing in 2022. In 2023, $87.2 million in senior notes, $100.0 million in an unsecured term loan, and $35.6 million in consolidated mortgage debt will mature. Future maturities are expected to be funded through Revolving Credit Facilities, asset sales, operating cash flow, or additional financings. The Company also has $31.8 million in commitments with general contractors for redevelopment projects and $12.1 million in purchase order obligations for property maintenance and G&A - The Company has no remaining consolidated debt maturing in 2022[127](index=127&type=chunk) - In 2023, **$87.2 million** in senior notes, **$100.0 million** in an unsecured term loan, and **$35.6 million** in consolidated mortgage debt are maturing[127](index=127&type=chunk) - The Company has commitments with general contractors totaling approximately **$31.8 million** for consolidated properties and **$12.1 million** in purchase order obligations for property maintenance and general and administrative expenses[128](index=128&type=chunk)[129](index=129&type=chunk) [ECONOMIC CONDITIONS](index=27&type=section&id=ECONOMIC%20CONDITIONS) Despite COVID-19 and e-commerce, the Company sees strong retailer demand for its well-positioned shopping centers, evidenced by high leasing volumes and increased average annualized base rent. Its portfolio benefits from locations in high household income communities and a diversified tenant base focused on necessities. While COVID-19 disruptions have subsided, inflation, labor shortages, and supply chain issues pose new risks, potentially impacting consumer spending, retailer profitability, and operating costs, though the Company believes its portfolio and tenant base are resilient - The Company continues to experience strong retailer demand for quality locations, with leasing volumes higher than typical pre-pandemic levels[131](index=131&type=chunk) - The portfolio's aggregate occupancy rate was **90.2%** at March 31, 2022, and the average annualized base rent per occupied square foot was **$18.55**, both on a pro rata basis[133](index=133&type=chunk) - The Company's diversified tenant base, including major retailers like TJX Companies (**5.7% of annualized revenue**), Dick's Sporting Goods, Ross Stores, Burlington, and Five Below, provides a stable revenue base[132](index=132&type=chunk) - While COVID-19 rent collection disruptions have largely subsided, inflation, labor shortages, supply chain disruptions, and rising interest rates pose new risks to consumer spending, retailer profitability, and operating costs[137](index=137&type=chunk) [FORWARD-LOOKING STATEMENTS](index=28&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section serves as a cautionary statement regarding forward-looking statements within the report, emphasizing that actual results may differ materially from expectations due to known and unknown risks, uncertainties, and other factors beyond the Company's control. It references Item 1A. Risk Factors in the Company's Annual Report on Form 10-K for a comprehensive list of potential factors, including general real estate risks, market conditions, tenant performance, competition, acquisition/disposition challenges, financing risks, interest rate changes, REIT compliance, joint venture risks, and the exacerbating impact of the COVID-19 pandemic - Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from expectations[139](index=139&type=chunk) - Key risk factors include general real estate industry risks, local and national market conditions, changes in consumer buying practices, competition, dependence on major tenants, acquisition and disposition challenges, development project risks, debt service and financing risks, interest rate changes, REIT compliance, and joint venture risks[140](index=140&type=chunk) - The impact of the COVID-19 pandemic may also exacerbate the discussed risks, potentially having a material effect on the Company[141](index=141&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The Company's primary market risk is interest rate risk, with 87.8% of its consolidated debt being fixed-rate and 12.2% variable-rate at March 31, 2022. A hypothetical 100 basis-point increase in short-term market interest rates would increase interest expense by approximately $0.5 million for the Company and $0.1 million for its proportionate share of joint ventures' variable-rate debt for the three months ended March 31, 2022. The Company actively monitors and manages interest costs and has access to capital markets to mitigate this risk - The Company's primary market risk exposure is interest rate risk[142](index=142&type=chunk) | Debt Type | March 31, 2022 Amount (Millions) | March 31, 2022 Weighted Average Interest Rate | March 31, 2022 Percentage of Total | | :--------------------------------- | :------------------------------- | :------------------------------------ | :--------------------------------- | | Fixed-Rate Debt | $1,543.5 | 4.1% | 87.8% | | Variable-Rate Debt | $214.8 | 1.4% | 12.2% | - A **100 basis-point increase** in short-term market interest rates on variable-rate debt would result in an approximate **$0.5 million increase** in interest expense for the Company and **$0.1 million** for its proportionate share of joint ventures' interest expense for the three months ended March 31, 2022[143](index=143&type=chunk) [Item 4. Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) The Company's management, including the CEO and CFO, concluded that its disclosure controls and procedures were effective as of March 31, 2022. There were no material changes in the Company's internal control over financial reporting during the three months ended March 31, 2022 - The CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of March 31, 2022[145](index=145&type=chunk) - No changes in internal control over financial reporting materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting during the three months ended March 31, 2022[146](index=146&type=chunk) [PART II. OTHER INFORMATION](index=33&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) The Company and its subsidiaries are involved in various legal proceedings, which are not expected to have a material adverse effect on the Company's liquidity, financial position, or results of operations. Most personal injury or property damage claims are covered by insurance - The Company is subject to various legal proceedings, which are not expected to have a material adverse effect on its liquidity, financial position, or results of operations[149](index=149&type=chunk) - Most legal actions for personal injury or property damage arising in the ordinary course of business are covered by insurance[149](index=149&type=chunk) [Item 1A. Risk Factors](index=33&type=page&id=Item%201A.%20Risk%20Factors) There are no new material risk factors for the current reporting period. The Company refers readers to the comprehensive discussion of risk factors in its Annual Report on Form 10-K for the year ended December 31, 2021 - No new material risk factors are reported for the current period; readers are referred to the Annual Report on Form 10-K for a comprehensive list of risk factors[150](index=150&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the three months ended March 31, 2022, the Company purchased 341,483 common shares at an average price of $15.87 per share, primarily to satisfy tax withholding obligations related to equity-based compensation plans. The Company has a common share repurchase program authorized for up to $100 million, under which it had repurchased $57.9 million of shares through April 22, 2022, but no shares have been repurchased under this program since March 2020 | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :-------------------- | :------------------------------- | :--------------------------- | | January 1–31, 2022 | 134 | $15.83 | | February 1–28, 2022 | 76,040 | $15.48 | | March 1–31, 2022 | 265,309 | $15.99 | | Total | 341,483 | $15.87 | - These purchases were primarily common shares surrendered or deemed surrendered to satisfy statutory minimum tax withholding obligations related to equity-based compensation plans[153](index=153&type=chunk) - The Company has a **$100 million** common share repurchase program, under which **$57.9 million** of shares have been repurchased through April 22, 2022, but no shares have been repurchased since March 2020[154](index=154&type=chunk) [Item 3. Defaults Upon Senior Securities](index=33&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities during the period - No defaults upon senior securities were reported[155](index=155&type=chunk) [Item 4. Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - Mine Safety Disclosures are not applicable to the Company[156](index=156&type=chunk) [Item 5. Other Information](index=33&type=section&id=Item%205.%20Other%20Information) No other information is reported under this item - No other information is reported under this item[157](index=157&type=chunk) [Item 6. Exhibits](index=34&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including financial statements formatted in iXBRL and various certifications (CEO, CFO) - Exhibit 101 includes Consolidated Balance Sheets, Statements of Operations, Comprehensive Income, Equity, Cash Flows, and Notes to Condensed Consolidated Financial Statements, formatted in iXBRL[160](index=160&type=chunk) - Certifications from the principal executive officer and principal financial officer (Exhibits 31.1, 31.2, 32.1, 32.2) are submitted electronically[161](index=161&type=chunk) [SIGNATURES](index=35&type=section&id=SIGNATURES) [SIGNATURES](index=35&type=section&id=SIGNATURES) The report is duly signed on behalf of SITE Centers Corp. by Christa A. Vesy, Executive Vice President and Chief Accounting Officer, on April 28, 2022 - The report was signed by Christa A. Vesy, Executive Vice President and Chief Accounting Officer, on April 28, 2022[164](index=164&type=chunk) ```
SITE Centers (SITC) - 2022 Q1 - Earnings Call Transcript
2022-04-26 18:29
SITE Centers Corp. (NYSE:SITC) Q1 2022 Earnings Conference Call April 26, 2022 8:00 AM ET Company Participants Monica Kukreja - Capital Markets & Investor Relations David Lukes - Chief Executive Officer Conor Fenerty - Chief Financial Officer Conference Call Participants Rich Hill - Morgan Stanley Michael Bilerman - Citi Todd Thomas - KeyBanc Capital Markets Alexander Goldfarb - Piper Sandler Samir Khanal - Evercore ISI Mike Mueller - JPMorgan Floris van Dijkum - Compass Point Paulina Rojas Schmidt - Green ...
SITE Centers (SITC) - 2022 Q1 - Earnings Call Presentation
2022-04-26 13:24
1Q22 Earnings S I T E C E N T E R S C O N F E R E N C E C A L L APRIL 26, 2022 SAFE HARBOR STATEMENT SITE Centers Corp. considers portions of the information in this presentation 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 expectation for future periods. Although the Company believes that the expectations reflected in such forward-looking statements are ...
Site Centers (SITC) Presents At Citi Global Property CEO Conference - Slideshow
2022-03-14 13:38
SITE CENTERS Citi Global Property CEO Conference MARCH 2022 SAFE HARBOR STATEMENT SITE Centers Corp. considers portions of the information in this presentation 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 expectation for future periods. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonab ...
SITE Centers (SITC) - 2021 Q4 - Annual Report
2022-02-24 13:03
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 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) | | | (State or Other Jurisdiction of Incorporation or ...
SITE Centers (SITC) - 2021 Q4 - Earnings Call Transcript
2022-02-09 18:15
SITE Centers Inc. (NYSE:SITC) Q4 2021 Earnings Conference Call February 9, 2021 9:00 AM ET Company Participants David Lukes - President, Chief Executive Officer Conor Fenerty - Executive Vice President, Chief Financial Officer Monica Kukreja - Investor Relations Conference Call Participants Rich Hill - Morgan Stanley Samir Khanal - Evercore ISI Tammi Fique - Wells Fargo Katy McConnell - Citi Michael Bilerman - Citi Todd Thomas - Keybanc Alexander Goldfarb - Piper Sandler Floris van Dijkum - Compass Point L ...
SITE Centers (SITC) - 2021 Q4 - Earnings Call Presentation
2022-02-09 15:44
4Q21 Earnings S I T E C E N T E R S C O N F E R E N C E C A L L FEBRUARY 9, 2022 SAFE HARBOR STATEMENT SITE Centers Corp. considers portions of the information in this presentation 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 expectation for future periods. Although the Company believes that the expectations reflected in such forward-looking statements ar ...
Site Centers (SITC) Presents At 2nd Annual REIT Virtual Conference - Slideshow
2022-01-12 15:52
SITE CENTERS Capital One Securities REIT Conference JANUARY 2022 SAFE HARBOR STATEMENT SITE Centers Corp. considers portions of the information in this press release 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 expectation for future periods. Although the Company believes that the expectations reflected in such forward-looking statements are based upon re ...
SITE Centers (SITC) - 2021 Q3 - Quarterly Report
2021-10-28 20:16
PART I. FINANCIAL INFORMATION [Item 1. Financial Statements – Unaudited](index=2&type=section&id=Item%201.%20Financial%20Statements%20%E2%80%93%20Unaudited) This section presents the unaudited condensed consolidated financial statements of SITE Centers Corp for the quarter and nine months ended September 30, 2021 and 2020 [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets%20as%20of%20September%2030%2C%202021%20and%20December%2031%2C%202020) The consolidated balance sheets show a slight decrease in total assets and liabilities from December 31, 2020, to September 30, 2021, while total equity increased Consolidated Balance Sheets | Metric | Sep 30, 2021 (in thousands) | Dec 31, 2020 (in thousands) | | :--- | :--- | :--- | | Total real estate assets, net | $3,546,383 | $3,562,331 | | Cash and cash equivalents | $61,924 | $69,742 | | Total Assets | $4,052,293 | $4,108,284 | | Total Indebtedness | $1,792,557 | $1,933,508 | | Total Liabilities | $2,033,826 | $2,163,461 | | Total Equity | $2,018,467 | $1,944,823 | [Consolidated Statements of Operations (Three Months)](index=4&type=section&id=Consolidated%20Statements%20of%20Operations%20for%20the%20Three%20Months%20Ended%20September%2030%2C%202021%20and%202020) For the three months ended September 30, 2021, the company reported a significant increase in net income attributable to common shareholders Consolidated Statements of Operations (Three Months) | Metric | Sep 30, 2021 (in thousands) | Sep 30, 2020 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Rental income | $120,569 | $95,874 | +25.76% | | Total Revenues from operations | $134,441 | $105,554 | +27.36% | | Total Rental operation expenses | $94,118 | $87,129 | +8.02% | | Net income attributable to common shareholders | $25,275 | $2,154 | +1073.30% | | Basic EPS | $0.12 | $0.01 | +1100.00% | | Diluted EPS | $0.12 | $0.01 | +1100.00% | [Consolidated Statements of Operations (Nine Months)](index=5&type=section&id=Consolidated%20Statements%20of%20Operations%20for%20the%20Nine%20Months%20Ended%20September%2030%2C%202021%20and%202020) For the nine months ended September 30, 2021, net income attributable to common shareholders saw a substantial increase compared to the prior year Consolidated Statements of Operations (Nine Months) | Metric | Sep 30, 2021 (in thousands) | Sep 30, 2020 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Rental income | $366,689 | $306,482 | +19.66% | | Total Revenues from operations | $398,048 | $342,435 | +16.24% | | Total Rental operation expenses | $302,822 | $265,877 | +13.90% | | Net income attributable to common shareholders | $49,918 | $21,608 | +130.93% | | Basic EPS | $0.24 | $0.11 | +118.18% | | Diluted EPS | $0.24 | $0.11 | +118.18% | [Consolidated Statements of Comprehensive Income](index=6&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20for%20the%20Three%20and%20Nine%20Months%20Ended%20September%2030%2C%202021%20and%202020) Comprehensive income for the three and nine months ended September 30, 2021, significantly increased compared to the prior year Consolidated Statements of Comprehensive Income | Metric | Three Months Ended Sep 30, 2021 (in thousands) | Three Months Ended Sep 30, 2020 (in thousands) | Nine Months Ended Sep 30, 2021 (in thousands) | Nine Months Ended Sep 30, 2020 (in thousands) | | :--- | :--- | :--- | :--- | :--- | | Net income | $28,157 | $7,403 | $66,325 | $37,628 | | Total other comprehensive income (loss) | — | $(3,916) | $2,682 | $(3,237) | | Comprehensive income | $28,157 | $3,487 | $69,007 | $34,391 | | Total comprehensive income attributable to SITE Centers | $28,064 | $3,371 | $68,623 | $33,770 | [Consolidated Statements of Equity](index=7&type=section&id=Consolidated%20Statements%20of%20Equity%20for%20the%20Three%20and%20Nine%20Months%20Ended%20September%2030%2C%202021%20and%202020) The consolidated statements of equity show an increase in total equity from December 31, 2020, to September 30, 2021 Consolidated Statements of Equity | Metric | Dec 31, 2020 (in thousands) | Sep 30, 2021 (in thousands) | | :--- | :--- | :--- | | Preferred Shares | $325,000 | $175,000 | | Common Shares | $19,400 | $21,110 | | Additional Paid-in Capital | $5,705,164 | $5,942,466 | | Total SITE Centers shareholders' equity | $1,941,508 | $2,014,817 | | Total Equity | $1,944,823 | $2,018,467 | - The company redeemed **$150 million** of Class K Preferred Shares in April 2021, resulting in a non-cash charge of **$5.1 million** to net income attributable to common shareholders[49](index=49&type=chunk)[124](index=124&type=chunk) - In March 2021, the company issued **17.25 million common shares**, generating net proceeds of **$225.2 million**[46](index=46&type=chunk)[123](index=123&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Nine%20Months%20Ended%20September%2030%2C%202021%20and%202020) For the nine months ended September 30, 2021, cash flow from operating activities significantly increased while investing activities shifted to a net cash user Consolidated Statements of Cash Flows | Metric | Nine Months Ended Sep 30, 2021 (in thousands) | Nine Months Ended Sep 30, 2020 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Net cash flow provided by operating activities | $217,364 | $125,934 | +72.60% | | Net cash flow (used for) provided by investing activities | $(64,731) | $102,370 | -163.04% | | Net cash flow used for financing activities | $(161,708) | $(189,941) | +14.86% | | Net (decrease) increase in cash, cash equivalents and restricted cash | $(9,075) | $38,363 | -123.65% | | Cash, cash equivalents and restricted cash, end of period | $65,338 | $57,513 | +13.61% | - Operating cash flow increased by **$91.4 million**, driven by increased cash collected from tenants[117](index=117&type=chunk) - Investing activities decreased by **$167.1 million**, primarily due to a decrease in proceeds from disposition of real estate and an increase in real estate assets acquired[117](index=117&type=chunk) - Financing activities decreased cash used by **$28.2 million**, mainly due to **$225.2 million** net proceeds from the March 2021 common share offering[117](index=117&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes provide detailed information on the company's business, accounting policies, and specific financial items [1. Nature of Business and Financial Statement Presentation](index=9&type=section&id=1.%20Nature%20of%20Business%20and%20Financial%20Statement%20Presentation) SITE Centers Corp is a REIT primarily engaged in acquiring, owning, developing, redeveloping, leasing, and managing shopping centers - SITE Centers Corp is a self-administered and self-managed Real Estate Investment Trust (REIT) focused on acquiring, owning, developing, redeveloping, leasing, and managing shopping centers[22](index=22&type=chunk)[63](index=63&type=chunk) - The company's credit risk is concentrated in the retail industry, with a tenant base primarily consisting of national and regional retail chains and local tenants[22](index=22&type=chunk) [2. Revenue Recognition](index=10&type=section&id=2.%20Revenue%20Recognition) The COVID-19 pandemic significantly impacted revenue collection in 2020, but collections improved in 2021 - During the three and nine months ended September 30, 2021, the Company recorded net uncollectible revenue that resulted in rental income of **$1.1 million** and **$8.3 million**, respectively[29](index=29&type=chunk) - As of September 30, 2021, **$1.7 million** remains outstanding under deferral arrangements for tenants not on a cash basis[28](index=28&type=chunk) Fee and Other Income | Fee and Other Income Category | Three Months Ended Sep 30, 2021 (in thousands) | Three Months Ended Sep 30, 2020 (in thousands) | Nine Months Ended Sep 30, 2021 (in thousands) | Nine Months Ended Sep 30, 2020 (in thousands) | | :--- | :--- | :--- | :--- | :--- | | Asset and property management fees | $6,459 | $7,326 | $19,636 | $24,201 | | RVI Disposition fees | $5,500 | $856 | $6,092 | $2,622 | | Total revenue from contracts with customers | $12,901 | $9,100 | $28,964 | $32,466 | | Total fee and other income | $13,872 | $9,680 | $31,359 | $35,953 | [3. Investments in and Advances to Joint Ventures](index=11&type=section&id=3.%20Investments%20in%20and%20Advances%20to%20Joint%20Ventures) The company holds ownership interests in unconsolidated joint ventures, with equity in net income increasing significantly in 2021 - The Company had ownership interests in **55 unconsolidated joint venture shopping center properties** as of September 30, 2021, down from 59 at December 31, 2020[32](index=32&type=chunk) - In February 2021, an unconsolidated joint venture sold undeveloped land in Richmond Hill, Ontario, generating **$22.1 million** in net proceeds for the Company's share[34](index=34&type=chunk)[131](index=131&type=chunk) Joint Venture Financial Summary | Metric | Three Months Ended Sep 30, 2021 (in thousands) | Three Months Ended Sep 30, 2020 (in thousands) | Nine Months Ended Sep 30, 2021 (in thousands) | Nine Months Ended Sep 30, 2020 (in thousands) | | :--- | :--- | :--- | :--- | :--- | | Revenues from operations (JV) | $48,666 | $60,019 | $150,623 | $198,906 | | Net income (loss) attributable to unconsolidated joint ventures | $4,863 | $(4,748) | $53,525 | $(36,455) | | Equity in net income of joint ventures (SITE Centers' share) | $1,824 | $250 | $11,059 | $908 | [4. Investment in and Advances to Affiliate](index=12&type=section&id=4.%20Investment%20in%20and%20Advances%20to%20Affiliate) The Company held a $190.0 million preferred investment in Retail Value Inc (RVI), which was fully distributed on October 6, 2021 - On October 6, 2021, the Company received a distribution of **$190.0 million** on its RVI Preferred Shares, representing the full expected amount[59](index=59&type=chunk)[119](index=119&type=chunk)[132](index=132&type=chunk) Revenue from Contracts with RVI | Revenue from contracts with RVI | Three Months Ended Sep 30, 2021 (in millions) | Three Months Ended Sep 30, 2020 (in millions) | Nine Months Ended Sep 30, 2021 (in millions) | Nine Months Ended Sep 30, 2020 (in millions) | | :--- | :--- | :--- | :--- | :--- | | Asset and property management fees | $3.6 | $4.4 | $11.5 | $14.1 | | Disposition fees | $5.5 | $0.8 | $6.1 | $2.6 | | Total revenue from contracts with RVI | $9.5 | $5.6 | $19.4 | $18.8 | [5. Acquisitions](index=13&type=section&id=5.%20Acquisitions) During the first nine months of 2021, the Company acquired three shopping centers for an aggregate purchase price of $79.8 million - The Company acquired three shopping centers for an aggregate purchase price of **$79.8 million** during the nine months ended September 30, 2021[37](index=37&type=chunk)[70](index=70&type=chunk)[129](index=129&type=chunk) - The acquisitions included **$17.9 million** of assumed mortgage indebtedness[38](index=38&type=chunk)[129](index=129&type=chunk) - These three properties generated **$1.6 million** in total revenues for the Company from their acquisition dates through September 30, 2021[38](index=38&type=chunk) [6. Other Assets and Intangibles, net](index=13&type=section&id=6.%20Other%20Assets%20and%20Intangibles%2C%20net) Total intangible assets, net, decreased from $90.4 million at December 31, 2020, to $78.0 million at September 30, 2021, primarily due to amortization - Amortization expense related to intangibles was **$5.3 million** for the three months and **$16.3 million** for the nine months ended September 30, 2021[39](index=39&type=chunk) Other Assets and Intangibles | Category | Sep 30, 2021 (in thousands) | Dec 31, 2020 (in thousands) | | :--- | :--- | :--- | | In-place leases, net | $49,455 | $56,756 | | Above-market leases, net | $7,032 | $8,387 | | Lease origination costs, net | $4,838 | $4,974 | | Tenant relationships, net | $16,680 | $20,301 | | Total intangible assets, net | $78,005 | $90,418 | | Total other assets, net | $117,857 | $130,690 | [7. Revolving Credit Facilities](index=14&type=section&id=7.%20Revolving%20Credit%20Facilities) The Company maintains a $950 million unsecured revolving credit facility and a $20 million unsecured revolving credit facility, both maturing in January 2024 - The Company has an Unsecured Credit Facility of up to **$950 million** and a **$20 million** PNC Facility, both maturing in January 2024[40](index=40&type=chunk)[41](index=41&type=chunk)[109](index=109&type=chunk) - As of September 30, 2021, there were **no outstanding balances** on the Revolving Credit Facilities, and the Company was in compliance with all financial covenants[42](index=42&type=chunk)[108](index=108&type=chunk)[110](index=110&type=chunk) [8. Fair Value Measurements](index=14&type=section&id=8.%20Fair%20Value%20Measurements) The fair value of the Company's total indebtedness was $1.92 billion at September 30, 2021, compared to a carrying amount of $1.79 billion Fair Value of Debt | Debt Type | Sep 30, 2021 Carrying Amount (in thousands) | Sep 30, 2021 Fair Value (in thousands) | Dec 31, 2020 Carrying Amount (in thousands) | Dec 31, 2020 Fair Value (in thousands) | | :--- | :--- | :--- | :--- | :--- | | Senior Notes | $1,451,229 | $1,579,853 | $1,449,613 | $1,549,866 | | Revolving Credit Facilities and term loan | $99,767 | $100,000 | $234,635 | $235,000 | | Mortgage Indebtedness | $241,561 | $243,750 | $249,260 | $250,624 | | Total Indebtedness | $1,792,557 | $1,923,603 | $1,933,508 | $2,035,490 | [9. Equity](index=15&type=section&id=9.%20Equity) The Company declared common share dividends of $0.12 per share for the three months and $0.35 per share for the nine months ended September 30, 2021 - In March 2021, the Company issued **17.25 million common shares**, generating net proceeds of **$225.2 million**[46](index=46&type=chunk)[123](index=123&type=chunk) - In April 2021, the Company redeemed all **$150.0 million** aggregate liquidation preference of its Class K Cumulative Redeemable Preferred Shares[49](index=49&type=chunk)[124](index=124&type=chunk) Dividends Declared | Metric | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | Common share dividends declared per share | $0.12 | — | $0.35 | $0.20 | [10. Other Comprehensive Income](index=15&type=section&id=10.%20Other%20Comprehensive%20Income) Accumulated Other Comprehensive (Loss) Income related to foreign currency items shifted from a loss to zero at September 30, 2021 - The reclassification adjustment for foreign currency translation was related to the sale of undeveloped land in Richmond Hill, Ontario[50](index=50&type=chunk) Accumulated Other Comprehensive Income (Loss) | Metric | Amount (in thousands) | | :--- | :--- | | Balance, December 31, 2020 | $(2,682) | | Other comprehensive loss before reclassifications | $(1) | | Reclassification adjustment for foreign currency translation | $2,683 | | Net current-period other comprehensive income | $2,682 | | Balance, September 30, 2021 | $— | [11. Impairment Charges](index=15&type=section&id=11.%20Impairment%20Charges) For the nine months ended September 30, 2021, the Company recorded $7.3 million in impairment charges on consolidated assets - For the nine months ended September 30, 2021, the Company recorded impairment charges of **$7.3 million** on long-lived assets held and used[51](index=51&type=chunk)[55](index=55&type=chunk) - These 2021 impairment charges were triggered by a change in hold period assumptions for an asset sold in the first quarter[51](index=51&type=chunk) - In 2020, the Company recorded net charges of **$19.4 million** related to a valuation allowance on preferred equity interests in BRE DDR joint ventures[52](index=52&type=chunk) [12. Earnings Per Share](index=17&type=section&id=12.%20Earnings%20Per%20Share) Basic and diluted EPS for the nine months ended September 30, 2021, significantly increased to $0.24 compared to $0.11 in the prior year - Dilutive securities considered in EPS for 2021 included Performance Restricted Stock Units (PRSUs) and forward equity agreements for approximately **1.7 million common shares**[58](index=58&type=chunk) Earnings Per Share Calculation | Metric | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | Net income attributable to common shareholders | $25,125 | $2,154 | $49,468 | $21,459 | | Basic—Average shares outstanding | 211,048 | 193,203 | 206,918 | 193,366 | | Diluted—Average shares outstanding | 212,191 | 193,365 | 208,074 | 193,366 | | Basic EPS | $0.12 | $0.01 | $0.24 | $0.11 | | Diluted EPS | $0.12 | $0.01 | $0.24 | $0.11 | [13. Subsequent Events](index=17&type=section&id=13.%20Subsequent%20Events) On October 6, 2021, the Company received a $190.0 million distribution on its RVI Preferred Shares - On October 6, 2021, the Company received a distribution of **$190.0 million** on the RVI Preferred Shares, representing the full amount expected[59](index=59&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on SITE Centers Corp's financial condition, results of operations, and liquidity for the nine months ended September 30, 2021 [EXECUTIVE SUMMARY](index=18&type=section&id=EXECUTIVE%20SUMMARY) SITE Centers reported improved financial metrics for the nine months ended September 30, 2021, with significant increases in net income and FFO - As of September 30, 2021, the Company's portfolio comprised **137 shopping centers** with an aggregate occupancy of **90.2%** and an average annualized base rent of **$18.44 per occupied square foot**[63](index=63&type=chunk) - As of October 15, 2021, **100% of the Company's tenants were open for business**, and quarterly rent payment rates for Q2 and Q3 2021 reached **99%**[66](index=66&type=chunk)[67](index=67&type=chunk) - Key activities include receiving a **$190.0 million** distribution from RVI, repaying **$87.6 million** of mortgage debt, and acquiring three shopping centers for **$79.8 million**[70](index=70&type=chunk) Key Financial Metrics | Metric | Three Months Ended Sep 30, 2021 (in thousands) | Three Months Ended Sep 30, 2020 (in thousands) | Nine Months Ended Sep 30, 2021 (in thousands) | Nine Months Ended Sep 30, 2020 (in thousands) | | :--- | :--- | :--- | :--- | :--- | | Net income attributable to common shareholders | $25,275 | $2,154 | $49,918 | $21,608 | | FFO attributable to common shareholders | $66,504 | $42,262 | $176,510 | $128,911 | | Operating FFO attributable to common shareholders | $61,361 | $43,531 | $181,917 | $144,571 | | Earnings per share – Diluted | $0.12 | $0.01 | $0.24 | $0.11 | [2021 RESULTS OF OPERATIONS](index=20&type=section&id=2021%20RESULTS%20OF%20OPERATIONS) The Company's operational results for the nine months ended September 30, 2021, show strong leasing activity and increased rental income [Revenues from Operations](index=20&type=section&id=Revenues%20from%20Operations) Total revenues from operations increased by $55.6 million for the nine months ended September 30, 2021, compared to the prior year - For the nine months ended September 30, 2021, base and percentage rental income increased by **$15.8 million**, with **$19.1 million** from acquisitions[74](index=74&type=chunk) - The aggregate occupancy rate for the pro rata combined shopping center portfolio was **90.2%** at September 30, 2021, up from 89.7% at September 30, 2020[75](index=75&type=chunk) - The Company generated positive leasing spreads of **12.4%** for new leases and **1.5%** for renewals on a pro rata basis for the nine months ended September 30, 2021[73](index=73&type=chunk) Revenues from Operations | Metric | Three Months Ended Sep 30, 2021 (in thousands) | Three Months Ended Sep 30, 2020 (in thousands) | Nine Months Ended Sep 30, 2021 (in thousands) | Nine Months Ended Sep 30, 2020 (in thousands) | | :--- | :--- | :--- | :--- | :--- | | Rental income | $120,569 | $95,874 | $366,689 | $306,482 | | Fee and other income | $13,872 | $9,680 | $31,359 | $35,953 | | Total revenues | $134,441 | $105,554 | $398,048 | $342,435 | [Expenses from Operations](index=22&type=section&id=Expenses%20from%20Operations) Total rental operation expenses increased by $36.9 million for the nine months ended September 30, 2021, compared to the prior year - For the nine months ended September 30, 2021, operating and maintenance expenses increased by **$7.4 million**, real estate taxes by **$6.8 million**, and depreciation by **$12.4 million**[78](index=78&type=chunk) - General and administrative expenses for the nine months ended September 30, 2021, included a **$5.6 million** expense related to mark-to-market adjustment for PRSUs[81](index=81&type=chunk) Expenses from Operations | Metric | Three Months Ended Sep 30, 2021 (in thousands) | Three Months Ended Sep 30, 2020 (in thousands) | Nine Months Ended Sep 30, 2021 (in thousands) | Nine Months Ended Sep 30, 2020 (in thousands) | | :--- | :--- | :--- | :--- | :--- | | Operating and maintenance | $18,562 | $15,775 | $58,200 | $50,774 | | Real estate taxes | $19,160 | $16,542 | $58,359 | $51,547 | | General and administrative | $11,727 | $13,664 | $41,547 | $38,542 | | Depreciation and amortization | $44,669 | $41,148 | $137,446 | $125,014 | | Impairment charges | — | — | $7,270 | — | | Total rental operation expenses | $94,118 | $87,129 | $302,822 | $265,877 | [Other Income and Expenses](index=23&type=section&id=Other%20Income%20and%20Expenses) Other income and expenses for the nine months ended September 30, 2021, showed a net improvement of $7.3 million compared to the prior year - The weighted-average debt outstanding decreased from **$2.0 billion** in 2020 to **$1.8 billion** in 2021, while the weighted-average interest rate increased from **3.8% to 4.0%**[80](index=80&type=chunk) - Interest costs capitalized decreased from **$0.8 million** in 2020 to **$0.5 million** in 2021 for the nine months[81](index=81&type=chunk) Other Income and Expenses | Metric | Three Months Ended Sep 30, 2021 (in thousands) | Three Months Ended Sep 30, 2020 (in thousands) | Nine Months Ended Sep 30, 2021 (in thousands) | Nine Months Ended Sep 30, 2020 (in thousands) | | :--- | :--- | :--- | :--- | :--- | | Interest expense | $(19,170) | $(18,089) | $(57,701) | $(58,487) | | Other (expense) income, net | $(524) | $3,259 | $(1,214) | $(7,727) | | Total Other income (expense) | $(19,694) | $(14,830) | $(58,915) | $(66,214) | [Other Items](index=24&type=section&id=Other%20Items) Other items for the nine months ended September 30, 2021, showed a significant increase in equity in net income of joint ventures - The increase in equity in net income of joint ventures was primarily due to the gain on sale of undeveloped land in Richmond Hill, Ontario[84](index=84&type=chunk) - The decrease in gain on sale of joint venture interests was mainly due to the significant gain from the sale of the Company's interest in the DDRTC joint venture in 2020[84](index=84&type=chunk) Other Items Summary | Metric | Nine Months Ended Sep 30, 2021 (in thousands) | Nine Months Ended Sep 30, 2020 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Equity in net income of joint ventures | $11,059 | $908 | +$10,151 | | Reserve of preferred equity interests, net | — | $(19,393) | +$19,393 | | Gain on sale of joint venture interests | $13,943 | $45,635 | -$(31,692) | | Gain on disposition of real estate, net | $6,069 | $993 | +$5,076 | [Net Income](index=24&type=section&id=Net%20Income) Net income attributable to SITE Centers increased by $28.9 million for the nine months ended September 30, 2021, compared to the prior year - The increase in net income was primarily attributable to net revenue relating to prior periods collected from cash basis tenants, gains from asset sales, and higher disposition fees[84](index=84&type=chunk)[85](index=85&type=chunk) Net Income Summary | Metric | Nine Months Ended Sep 30, 2021 (in thousands) | Nine Months Ended Sep 30, 2020 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Net income attributable to SITE Centers | $65,941 | $37,007 | +$28,934 | [NON-GAAP FINANCIAL MEASURES](index=25&type=section&id=NON-GAAP%20FINANCIAL%20MEASURES) This section defines and reconciles non-GAAP financial measures, including Funds from Operations (FFO) and Net Operating Income (NOI) [Funds from Operations and Operating Funds from Operations](index=25&type=section&id=Funds%20from%20Operations%20and%20Operating%20Funds%20from%20Operations) FFO attributable to common shareholders increased by $47.6 million to $176.5 million for the nine months ended September 30, 2021 - The increase in FFO was primarily due to net revenue from prior periods collected from cash basis tenants and lower debt extinguishment costs[96](index=96&type=chunk) - Operating FFO is defined as FFO excluding certain non-comparable charges, income, and gains to better reflect core operating performance[90](index=90&type=chunk) FFO Reconciliation | Metric | Three Months Ended Sep 30, 2021 (in thousands) | Three Months Ended Sep 30, 2020 (in thousands) | Nine Months Ended Sep 30, 2021 (in thousands) | Nine Months Ended Sep 30, 2020 (in thousands) | | :--- | :--- | :--- | :--- | :--- | | FFO attributable to common shareholders | $66,504 | $42,262 | $176,510 | $128,911 | | Operating FFO attributable to common shareholders | $61,361 | $43,531 | $181,917 | $144,571 | [Net Operating Income and Same Store Net Operating Income](index=27&type=section&id=Net%20Operating%20Income%20and%20Same%20Store%20Net%20Operating%20Income) Total Consolidated + Unconsolidated NOI at the Company's interest increased to $277.6 million for the nine months ended September 30, 2021 - The increase in SSNOI was primarily attributable to rental income paid in 2021 by cash basis tenants related to amounts originally owed in 2020[103](index=103&type=chunk) - NOI is calculated as property revenues less property-related expenses, while SSNOI focuses on comparable asset performance[99](index=99&type=chunk)[100](index=100&type=chunk) NOI and SSNOI Summary | Metric | Nine Months Ended Sep 30, 2021 (at Company's Interest, in thousands) | Nine Months Ended Sep 30, 2020 (at Company's Interest, in thousands) | | :--- | :--- | :--- | | Consolidated NOI, net of non-controlling interests | $250,267 | $204,765 | | Unconsolidated NOI | $27,335 | $26,329 | | Total Consolidated + Unconsolidated NOI | $277,602 | $231,094 | | Total SSNOI including redevelopment | $278,092 | $240,799 | | Total SSNOI excluding redevelopment | $267,021 | $233,321 | | SSNOI % Change including redevelopment | 15.5% | | | SSNOI % Change excluding redevelopment | 14.4% | | [LIQUIDITY, CAPITAL RESOURCES AND FINANCING ACTIVITIES](index=28&type=section&id=LIQUIDITY%2C%20CAPITAL%20RESOURCES%20AND%20FINANCING%20ACTIVITIES) The Company maintains a strong liquidity position with $61.9 million in cash and $970.0 million available under revolving credit facilities - As of September 30, 2021, the Company had an unrestricted cash balance of **$61.9 million** and **$970.0 million** available under its Revolving Credit Facilities[108](index=108&type=chunk) - Total consolidated debt outstanding was **$1.8 billion** at September 30, 2021, down from $1.9 billion at December 31, 2020[107](index=107&type=chunk) - The Company has **$140.5 million** of consolidated mortgage debt maturing prior to the end of 2022 and **no unsecured debt maturities prior to 2023**[108](index=108&type=chunk) [Revolving Credit Facilities](index=29&type=section&id=Revolving%20Credit%20Facilities) The Company's unsecured revolving credit facilities, totaling $970 million, were undrawn as of September 30, 2021 - The Company maintains a **$950 million** Unsecured Credit Facility and a **$20 million** PNC Facility, both with maturity dates in January 2024[109](index=109&type=chunk) - Borrowings under these facilities bear interest at variable rates, with a LIBOR spread of **0.90%** at September 30, 2021[109](index=109&type=chunk) - As of September 30, 2021, the Company was in compliance with all financial and operating covenants under its credit facilities and indentures[110](index=110&type=chunk) [Consolidated Indebtedness](index=29&type=section&id=Consolidated%20Indebtedness%20%E2%80%93%20as%20of%20September%2030%2C%202021) The Company is committed to maintaining low leverage and managing its debt maturities, with no unsecured debt maturities prior to 2023 - The Company's strategy is to maintain **low leverage** and manage debt maturities, with **no unsecured debt maturities prior to 2023**[108](index=108&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk) - The Company continually evaluates financing and refinancing alternatives, including equity offerings and asset sales[105](index=105&type=chunk)[112](index=112&type=chunk) [Unconsolidated Joint Ventures' Mortgage Indebtedness](index=30&type=section&id=Unconsolidated%20Joint%20Ventures'%20Mortgage%20Indebtedness%20%E2%80%93%20as%20of%20September%2030%2C%202021) Unconsolidated joint ventures have $126.5 million (Company's share) of mortgage debt maturing through October 2022 - Joint ventures are expected to fund these obligations through refinancing opportunities, extension options, or possible asset sales[116](index=116&type=chunk) - Future deterioration in rent collection due to COVID-19 could impact joint ventures' ability to satisfy covenants or debt service requirements[116](index=116&type=chunk) JV Debt Maturities through Oct 2022 | Joint Venture | Outstanding at Sep 30, 2021 (in millions) | At SITE Centers' Share (in millions) | | :--- | :--- | :--- | | DDR Domestic Retail Fund I | $462.5 | $92.5 | | RVIP IIIB | $61.3 | $15.8 | | Sun Center Limited | $18.7 | $14.9 | | DDR SAU Retail Fund LLC | $16.6 | $3.3 | | Total debt maturities through October 2022 | $559.1 | $126.5 | [Cash Flow Activity](index=30&type=section&id=Cash%20Flow%20Activity) For the nine months ended September 30, 2021, cash flow from operating activities increased by $91.4 million - Operating cash flow increased by **$91.4 million** due to higher tenant collections, partially offset by reduced interest income and fees[117](index=117&type=chunk) - Investing activities decreased by **$167.1 million**, mainly from lower proceeds from asset/JV sales and increased real estate acquisitions/developments[117](index=117&type=chunk) Cash Flow Summary | Metric | Nine Months Ended Sep 30, 2021 (in thousands) | Nine Months Ended Sep 30, 2020 (in thousands) | | :--- | :--- | :--- | | Cash flow provided by operating activities | $217,364 | $125,934 | | Cash flow (used for) provided by investing activities | $(64,731) | $102,370 | | Cash flow used for financing activities | $(161,708) | $(189,941) | [RVI Preferred Shares](index=30&type=section&id=RVI%20Preferred%20Shares) On October 6, 2021, the Company received a $190.0 million distribution on its RVI Preferred Shares - On October 6, 2021, the Company received a **$190.0 million** distribution on its RVI Preferred Shares, representing the full expected amount[119](index=119&type=chunk) - The Company does not expect to receive any additional amounts from RVI on account of its preferred investment[119](index=119&type=chunk) [Dividend Distribution](index=31&type=section&id=Dividend%20Distribution) The Company declared common and preferred cash dividends totaling $84.8 million for the nine months ended September 30, 2021 - The Company declared common and preferred cash dividends of **$84.8 million** for the nine months ended September 30, 2021, compared to $54.3 million in 2020[120](index=120&type=chunk) - Quarterly cash dividends per common share were **$0.11** for Q1 2021 and **$0.12** for Q2 and Q3 2021[121](index=121&type=chunk) - The Company intends to distribute at least **100% of ordinary taxable income** to maintain REIT status[120](index=120&type=chunk) [SITE Centers' Equity](index=31&type=section&id=SITE%20Centers'%20Equity) In March 2021, the Company issued 17.25 million common shares, generating $225.2 million in net proceeds - In March 2021, the Company issued **17.25 million common shares**, resulting in net proceeds of **$225.2 million**[123](index=123&type=chunk) - In April 2021, the Company redeemed all **$150.0 million** aggregate liquidation preference of its Class K Preferred Shares[124](index=124&type=chunk) - The Company offered and sold **1.7 million common shares** on a forward basis under its $250 million continuous equity program[122](index=122&type=chunk) [SOURCES AND USES OF CAPITAL](index=31&type=section&id=SOURCES%20AND%20USES%20OF%20CAPITAL) The Company's capital strategy focuses on maintaining liquidity and low leverage through equity offerings, asset sales, and other investments - The Company acquired three shopping centers for an aggregate purchase price of **$79.8 million** during the nine months ended September 30, 2021[129](index=129&type=chunk) - Sales of four unconsolidated shopping centers and other parcels generated **$84.6 million** in proceeds (**$41.9 million** Company's share)[130](index=130&type=chunk) - The Company anticipates funding approximately **$26 million** for its pipeline of identified redevelopment projects[134](index=134&type=chunk) [Strategic Transaction Activity](index=31&type=section&id=Strategic%20Transaction%20Activity) The Company's strategic transaction activity is geared towards maintaining liquidity, managing debt duration, and keeping leverage low - The Company is committed to maintaining sufficient liquidity, managing debt duration, and maintaining **low leverage**[127](index=127&type=chunk) - Equity offerings, asset sales, and proceeds from the repayment of other investments are potential sources of funds[127](index=127&type=chunk) [Equity Transactions](index=31&type=section&id=Equity%20Transactions) In March 2021, the Company issued 17.25 million common shares, generating $225.2 million in net proceeds - In March 2021, the Company issued **17.25 million common shares**, resulting in net proceeds of **$225.2 million**[128](index=128&type=chunk) - These proceeds were used, in part, to redeem all **$150.0 million** of Class K Preferred Shares in April 2021[128](index=128&type=chunk) [Acquisitions](index=32&type=section&id=Acquisitions) During the first nine months of 2021, the Company acquired three shopping centers for an aggregate purchase price of $79.8 million - The Company acquired three shopping centers for an aggregate purchase price of **$79.8 million** during the nine months ended September 30, 2021[129](index=129&type=chunk) - The acquisitions included **$17.9 million** of assumed mortgage indebtedness[129](index=129&type=chunk) - The Company intends to leverage its financial position and cash resources to prudently grow its portfolio in wealthy suburban communities[129](index=129&type=chunk) [Proceeds from Transactional Activity](index=32&type=section&id=Proceeds%20from%20Transactional%20Activity) During the first nine months of 2021, the Company sold four unconsolidated shopping centers and other land parcels, generating $84.6 million in total proceeds - The Company sold four unconsolidated shopping centers and other parcels for aggregate proceeds of **$84.6 million** (**$41.9 million** Company's proportionate share)[130](index=130&type=chunk) - On October 6, 2021, the Company received a **$190.0 million** distribution on the RVI Preferred Shares[132](index=132&type=chunk) - The Company evaluates potential sale opportunities based on long-term growth prospects and use of proceeds[133](index=133&type=chunk) [Redevelopment Opportunities](index=32&type=section&id=Redevelopment%20Opportunities) Evaluating tactical redevelopment potential is a key component of the Company's long-term strategic plan - A key component of the Company's long-term strategic plan is the evaluation of additional tactical redevelopment potential within its portfolio[134](index=134&type=chunk) - The Company anticipates approximately **$26 million** to fund its pipeline of identified redevelopment projects as of September 30, 2021[134](index=134&type=chunk) [Redevelopment Projects](index=32&type=section&id=Redevelopment%20Projects) As of September 30, 2021, the Company had $42 million in construction in progress for various active consolidated redevelopment and other projects - As of September 30, 2021, the Company had **$42 million** in construction in progress for active consolidated redevelopment and other projects[135](index=135&type=chunk) Major Redevelopment Projects | Major Redevelopment Project | Estimated Stabilized Quarter | Estimated Gross Cost (in thousands) | Cost Incurred at Sep 30, 2021 (in thousands) | | :--- | :--- | :--- | :--- | | West Bay Plaza - Phase II | 2Q23 | $9,102 | $2,972 | | Woodfield Village Green | TBD | — | $663 | | Perimeter Pointe | TBD | — | $1,252 | | Total | | $9,102 | $4,887 | Tactical Redevelopment Projects | Tactical Redevelopment Project | Estimated Stabilized Quarter | Estimated Gross Cost (in thousands) | Cost Incurred at Sep 30, 2021 (in thousands) | | :--- | :--- | :--- | :--- | | Shoppers World | 4Q23 | $6,672 | $164 | | University Hills | 4Q23 | $4,589 | $519 | | Hamilton Marketplace | 4Q22 | $3,843 | $2,769 | | Carolina Pavilion | 4Q23 | $2,339 | $167 | | West Bay Plaza | 1Q22 | $335 | $100 | | Other Tactical Projects | N/A | $13,549 | $12,971 | | Total | | $31,327 | $16,690 | [OFF-BALANCE SHEET ARRANGEMENTS](index=33&type=section&id=OFF-BALANCE%20SHEET%20ARRANGEMENTS) The Company has unconsolidated joint ventures with aggregate outstanding indebtedness of $1.0 billion at September 30, 2021 - The Company's unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of **$1.0 billion** at September 30, 2021[139](index=139&type=chunk) - These mortgages are generally non-recourse to the Company and its partners, but certain limited recourse situations exist[139](index=139&type=chunk) [CAPITALIZATION](index=33&type=section&id=CAPITALIZATION) As of September 30, 2021, the Company's debt to total market capitalization ratio was 0.34 to 1.0, a significant improvement from the prior year - At September 30, 2021, the Company's capitalization consisted of **$1.8 billion** of debt, **$175.0 million** of preferred shares, and **$3.3 billion** of market equity[141](index=141&type=chunk) - The debt to total market capitalization ratio improved to **0.34 to 1.0** at September 30, 2021, from 0.51 to 1.0 at September 30, 2020[141](index=141&type=chunk) - The Company's strategy is to operate with a conservative debt capitalization policy and maintain an **investment-grade rating**[142](index=142&type=chunk) [CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS](index=33&type=section&id=CONTRACTUAL%20OBLIGATIONS%20AND%20OTHER%20COMMITMENTS) The Company has no consolidated debt maturing until January 2022 and expects to fund future maturities through various financing options - The Company has **no consolidated debt maturing until January 2022**[145](index=145&type=chunk) - Future maturities are expected to be funded through Revolving Credit Facilities, asset sales, operating cash flow, and/or additional financings[145](index=145&type=chunk) - As of September 30, 2021, the Company had commitments of approximately **$19.7 million** with general contractors and **$6.4 million** in purchase order obligations[147](index=147&type=chunk)[148](index=148&type=chunk) [ECONOMIC CONDITIONS](index=34&type=section&id=ECONOMIC%20CONDITIONS) Despite retailer bankruptcies in 2020, the Company experienced strong leasing momentum and improved rent collection rates in 2021 - The Company leased approximately **2.6 million square feet** of GLA for the nine months ended September 30, 2021, exceeding 2020 levels[150](index=150&type=chunk) - As of October 15, 2021, quarterly rent payment rates for Q2 and Q3 2021 reached **99%**, a significant improvement from April 2020's low of 45%[153](index=153&type=chunk)[154](index=154&type=chunk) - The Company's portfolio benefits from locations in suburban, high household income communities and a diversified tenant base[151](index=151&type=chunk) [FORWARD-LOOKING STATEMENTS](index=35&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section contains forward-looking statements regarding future expectations and cautions readers that actual results may differ materially - Forward-looking statements include expectations for acquisitions, capital expenditures, financing sources, and regulatory effects[158](index=158&type=chunk) - Actual results may differ materially due to risks such as general real estate industry risks, economic conditions, and the impact of the COVID-19 pandemic[158](index=158&type=chunk)[159](index=159&type=chunk)[160](index=160&type=chunk) - Other risks include failure to integrate acquisitions, development delays, interest rate changes, and joint venture risks[159](index=159&type=chunk)[160](index=160&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=38&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The Company's primary market risk is interest rate risk, with the majority of its consolidated and unconsolidated debt being fixed-rate - The Company's primary market risk exposure is **interest rate risk**[161](index=161&type=chunk) - A **100 basis-point increase** in short-term market interest rates would result in an increase in interest expense of approximately **$1.4 million** for the Company[162](index=162&type=chunk) Debt Composition by Interest Rate Type | Debt Type | Company's Debt Sep 30, 2021 (Millions) | Company's Debt Dec 31, 2020 (Millions) | JV Debt Sep 30, 2021 (Company's Share, Millions) | JV Debt Dec 31, 2020 (Company's Share, Millions) | | :--- | :--- | :--- | :--- | :--- | | Fixed-Rate Debt | $1,605.1 (89.5%) | $1,602.4 (82.9%) | $176.9 (78.4%) | $178.2 (76.6%) | | Variable-Rate Debt | $187.5 (10.5%) | $331.1 (17.1%) | $48.6 (21.6%) | $54.4 (23.4%) | [Item 4. Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) The CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of September 30, 2021 - The CEO and CFO concluded that the Company's disclosure controls and procedures were **effective** as of September 30, 2021[165](index=165&type=chunk) - **No material changes** to internal control over financial reporting occurred during the three months ended September 30, 2021[166](index=166&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) The Company and its subsidiaries are involved in various legal proceedings, which are not expected to have a material adverse effect - The Company is subject to various legal proceedings, which are **not expected to have a material adverse effect** on its liquidity, financial position, or results of operations[169](index=169&type=chunk) - Most legal actions for personal injury or property damage are **covered by insurance**[169](index=169&type=chunk) [Item 1A. Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) There are no new material risk factors to report for the current period - **No new material risk factors** are reported for the current period[170](index=170&type=chunk) - For a comprehensive discussion of risk factors, refer to the Company's **Annual Report on Form 10-K** for the year ended December 31, 2020[170](index=170&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=40&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the three months ended September 30, 2021, the Company purchased 25,499 common shares primarily to satisfy tax withholding obligations - These share purchases were primarily to satisfy statutory minimum tax withholding obligations related to **equity-based compensation plans**[173](index=173&type=chunk) - As of October 22, 2021, **$42.1 million** remained available under the $100 million common share repurchase program[171](index=171&type=chunk)[174](index=174&type=chunk) Share Purchases (Q3 2021) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | July 1–31, 2021 | 129 | $15.06 | | August 1–31, 2021 | 20 | $15.86 | | September 1–30, 2021 | 25,350 | $15.28 | | Total | 25,499 | $15.28 | [Item 3. Defaults Upon Senior Securities](index=40&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities for the period - **No defaults** upon senior securities were reported[175](index=175&type=chunk) [Item 4. Mine Safety Disclosures](index=40&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - This item is **not applicable**[176](index=176&type=chunk) [Item 5. Other Information](index=40&type=section&id=Item%205.%20Other%20Information) No other information is reported for the period - **No other information** is reported[177](index=177&type=chunk) [Item 6. Exhibits](index=41&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including financial statements formatted in iXBRL and various certifications - Exhibits include consolidated financial statements formatted in iXBRL, certifications of principal executive and financial officers, and XBRL taxonomy extension documents[180](index=180&type=chunk)[181](index=181&type=chunk) - An Employment Agreement dated September 11, 2021, between the Company and Christa Vesy is incorporated by reference[181](index=181&type=chunk) [SIGNATURES](index=42&type=section&id=SIGNATURES) The report is duly signed on behalf of SITE Centers Corp by Christa A Vesy, Executive Vice President and Chief Accounting Officer - The report was signed by Christa A Vesy, Executive Vice President and Chief Accounting Officer, on **October 28, 2021**[184](index=184&type=chunk)