SITE Centers Corp
For the period ended Jun 30, 2024. Filed Jul 31, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Jul 31, 2024
SITC$0.67-81.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-01.
0000950170-24-051246
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-07-31.
0000950170-24-088552
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 202 previous paragraphs and 214 current paragraphs.
123 unchanged; 69 reworded; 21 added; 7 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 19 previous and 25 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (21)
Current report
SITE Centers Strategy
Current report
From July 1, 2023 to July 26, 2024, the Company has generated approximately $1.8 billion of gross proceeds from sales of grocery anchored, lifestyle, net lease and power center properties. Prior to the spin-off of Curbline, the Company expects to sell additional properties for the purpose of acquiring additional convenience properties, capitalizing Curbline and, together with proceeds from the closing of the Mortgage Facility, redeeming and/or repaying all of the Company’s outstanding unsecured indebtedness. The Company has received significant interest from a wide variety of private and institutional investors for the properties it has marketed for sale to date in 2024, which it believes is attributable to the quality of its portfolio, leasing prospects and the elevated cost to construct competing retail space. The Company expects that the volume of disposition activity will remain elevated in the third quarter of 2024, though asset sale closings remain subject to a number of uncertainties including capital markets conditions and the completion of buyer due diligence.
Current report
In the event the Company is able to complete such asset sales, it expects that rental income and net income in subsequent periods will likely decrease, though the extent of any such reduction will depend on several factors including the manner in which the Company uses sale proceeds. The Company expects that its future dividend policy will be influenced by operations, the anticipated spin-off of Curbline and future asset sales, though the Company’s distribution of sale proceeds to shareholders will be subject to restrictions set forth in the terms of the Company’s indebtedness and preferred stock financings and management of liquidity and overall leverage levels in connection with ongoing operations.
Current report
Acquired eight convenience centers and a fee interest in a land parcel in Arizona, Florida, Georgia, Illinois; Ohio, Tennessee and Texas for an aggregate purchase price of $75.1 million, as well as the joint venture partners 80% interest in a property in North Carolina for $35.4 million;
Current report
Sold 17 wholly-owned shopping centers (excluding certain retained convenience parcels), a parcel at a shopping center and two joint venture assets for an aggregate sales price of $1,031.8 million ($967.2 million at the Company’s share), including the DDRM Properties Joint Venture’s sale of Meadowmont Village (Chapel Hill, North Carolina) to the Company for $44.2 million ($8.8 million at the Company’s share);
Current report
Repaid two wholly-owned mortgages due in 2025 for $25.5 million and a joint venture mortgage for DDRM Properties Joint Venture due in 2024 for $40.9 million ($8.2 million at the Company’s share).
Current report
Net Income (in thousands)
Current report
(B) For the three and six months ended June 30, 2024, includes $8.6 million and $9.3 million, respectively, of expense relating to the write-off of Mortgage Facility fees, and $3.8 million and $6.5 million, respectively of transaction costs relating to the expected spin-off of Curbline Properties.
Current report
Decrease in distributions from unconsolidated joint venture of $8.7 million.
Current report
Increase in repayment of mortgage debt of $25.0 million;
Current report
In May 2024, the Company terminated its $250 million continuous equity program.
Current report
Acquired from the DDRM Properties Joint Venture. It is intended that 62,116 square feet of GLA will be included in the anticipated spin-off of Curbline Properties Corp.
Current report
(C)
Current report
Sold Arrowhead Crossing (Phoenix, Arizona), The Fountains (Miami, Florida), Easton Market (Columbus, Ohio), Kenwood Square (Cincinnati, Ohio), Polaris Towne Center (Columbus, Ohio) and Tanasbourne Town Center (Portland, Oregon). Excludes 14,159 square feet of convenience retail GLA retained by the Company at The Fountains (Shops at the Fountains), 70,971 square feet of convenience retail GLA retained by the Company at Polaris Towne Center (Shops on Polaris) and 8,477 square feet of convenience retail GLA retained by the Company at Tanasbourne Town Center (Shops at Tanasbourne).
Current report
(D)
Current report
Excludes 14,998 square feet of convenience retail GLA retained by the Company (Shops at Carillon).
Current report
(E)
Current report
Sold Cumming Marketplace and Cumming Towne Center (Cumming, Georgia). Excludes 43,577 and 36,805 square feet of convenience retail GLA retained by the Company at Cumming Marketplace (Marketplace Plaza South) and Cumming Towne Center (Marketplace Plaza North), respectively.
Current report
Joint Venture Dispositions
Current report
In May 2024, the Company acquired one asset owned by the DDRM Properties Joint Venture (Meadowmont Village, Chapel Hill, North Carolina) for $44.2 million ($8.8 million at the Company’s share). In June 2024, the DDRM Properties Joint Venture sold one asset (Hilltop Plaza, Richmond, California) for $36.5 million of which the Company’s share was $7.3 million. There are no remaining assets in this joint venture.
Current report
In July 2024, the Company announced a one-for-four reverse stock split of its common shares and anticipates split-adjusted trading will begin on the New York Stock Exchange at the opening of trading on August 19, 2024.
Removed paragraphs (7)
Previous report
Acquired two convenience centers and a fee interest in a land parcel for an aggregate purchase price of $20.2 million, including Grove at Harper’s Preserve (Houston, Texas) for $10.7 million, Shops at Gilbert Crossroads (Phoenix, Arizona) for $8.5 million and the fee interest in a parcel of land in Tampa, Florida for $1.0 million;
Previous report
Net (Loss) Income (in thousands)
Previous report
The joint venture expects to repay indebtedness with proceeds from future asset sales.
Previous report
Repayment of unsecured senior notes in 2024 of $60.8 million;
Previous report
The Company has a $250.0 million continuous equity program. At April 26, 2024, the Company had approximately $211.7 million available for the future offering of common shares under this program.
Previous report
(A)
Reworded paragraphs (69)
Previous wording
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 March 31, 2024, the Company’s portfolio consisted of 114 shopping centers (including 13 shopping centers owned through unconsolidated joint ventures). At March 31, 2024, the Company owned approximately 21.9 million square feet of gross leasable area (“GLA”) through all its properties (wholly-owned and joint venture).
Current wording
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, 2024, the Company’s portfolio consisted of 112 shopping centers (including 11 shopping centers owned through unconsolidated joint ventures). At June 30, 2024, the Company owned approximately 17.9 million square feet of gross leasable area (“GLA”) through all its properties (wholly-owned and joint venture).
Previous wording
For the three months ended March 31, 2024, the decrease in net income attributable to common shareholders, as compared to the prior-year period, primarily was the result of the impact of net property dispositions and impairment charges partially offset by the gain on disposition of real estate recognized in 2024 and an increase in interest income.
Current wording
For the six months ended June 30, 2024, the increase in net income attributable to common shareholders, as compared to the prior-year period, primarily was the result of the gains from dispositions of real estate recognized in 2024 and an increase in interest income partially offset by the impact of net property dispositions, the write-off of fees related to the Mortgage Facility commitment, Curbline transaction costs and impairment charges (each as defined below).
Previous wording
In October 2023, the Company announced a plan to spin off its convenience assets into a separate, publicly traded REIT to be named Curbline Properties Corp. (“Curbline”) in recognition of the distinct characteristics and opportunities within the Company’s unanchored and grocery and power center portfolios. Convenience properties are positioned on the curbline of well-trafficked intersections, offering enhanced access and visibility relative to other retail property types. The properties generally consist of a homogeneous row of primarily small-shop units along with dedicated parking leased to a diversified mixture of national and local service and restaurant tenants that cater to daily convenience trips from the growing suburban population. The property type’s site plan and depth of leasing prospects generally reduce operating capital expenditures and provide significant tenant diversification.
Current wording
In October 2023, the Company announced a plan to spin off its convenience assets into a separate, publicly traded REIT to be named Curbline Properties Corp. (“Curbline”) in recognition of the distinct characteristics and opportunities within the Company’s unanchored and grocery and power center portfolios. Convenience properties are generally positioned on the curbline of well-trafficked intersections, and major vehicular corridors, offering enhanced access and visibility along with dedicated parking. The properties generally consist of a homogeneous row of primarily small-shop units leased to a diversified mixture of national and local service and restaurant tenants that cater to daily convenience trips from the growing suburban population. The property type’s site plan and depth of leasing prospects that can utilize existing square footage generally reduce operating capital expenditures relative to other retail real estate formats and provide significant tenant diversification.
Previous wording
In addition, in October 2023, the Company obtained a financing commitment for a $1.1 billion mortgage facility (the “Mortgage Facility”) which is expected to close prior to the consummation of the spin-off with loan and additional asset sale proceeds expected to be used to repay all of the Company’s outstanding unsecured indebtedness, including all outstanding public notes. In the first quarter of 2024, the Company released two properties that had previously been identified to serve as collateral for the facility, thereby reducing the committed amount to $1.0 billion as of March 31, 2024. For the three months ended March 31, 2024, the Company wrote-off $0.7 million of fees to Other Income (Expense), net, on the Company’s Consolidated Statements of Operations because the maximum amount to be borrowed decreased as it related to assets that were identified in the commitment to serve as collateral for the Mortgage Facility but were subsequently released.
Current wording
In addition, in October 2023, the Company obtained a financing commitment for a $1.1 billion mortgage facility (the “Mortgage Facility”) which is expected to close prior to the consummation of the spin-off with loan and additional asset sale proceeds expected to be used to repay all of the Company’s outstanding unsecured indebtedness, including all outstanding public notes. In the first and second quarters of 2024, the Company released 13 properties that had previously been identified to serve as collateral for the Mortgage Facility, thereby reducing the committed amount to $554.8 million as of June 30, 2024. For the six months ended June 30, 2024, the Company wrote-off $9.3 million of fees to Other Income (Expense), net, on the Company’s Consolidated Statements of Operations because the maximum amount available to be borrowed under the Mortgage Facility decreased as a result of the release of assets that were originally identified in the lender’s commitment to serve as collateral for the Mortgage Facility.
Previous wording
As of March 31, 2024, the Company had a portfolio of 67 wholly-owned convenience assets that are expected to be included in the Curbline portfolio, including properties separated or in the process of being separated from existing Company properties. The median property size within the Curbline portfolio as of March 31, 2024, was approximately 21,000 square feet with 92% of base rent generated by units less than 10,000 square feet. The Company intends to acquire additional convenience properties prior to the spin-off that will be included in the Curbline portfolio, funded through additional Company dispositions, retained cash flow and cash on hand. Following the separation of Curbline, the Company intends to realize value through operations and, depending on market conditions, the sale of additional assets. The timing of certain sales may be impacted by interim leasing, tactical redevelopment activities and other asset management initiatives intended to maximize value.
Current wording
As of June 30, 2024, the Company had a portfolio of 72 wholly-owned convenience assets that are expected to be included in the Curbline portfolio, including properties separated or in the process of being separated from existing Company properties. The median property size within the Curbline portfolio as of June 30, 2024, was approximately 21,000 square feet with 92% of base rent generated by units less than 10,000 square feet. The Company intends to acquire additional convenience properties prior to the spin-off that will be included in the Curbline portfolio, funded through additional Company dispositions, retained cash flow and cash on hand. Following the separation of Curbline, the Company intends to realize value through operations and, depending on market conditions, the sale of additional assets. The timing of certain sales may be impacted by interim leasing, tactical redevelopment activities and other asset management initiatives intended to maximize value.
Previous wording
Curbline is expected to be in a net cash position at the time of its separation from the Company with cash on hand, a preferred investment in the Company, and an unsecured, undrawn line of credit. Curbline is not expected to have any debt outstanding at the time of its separation from the Company and therefore Curbline is expected to have significant capacity to utilize sources of debt capital in order to fund asset growth.
Current wording
Curbline is expected to be in a net cash position at the time of its separation from the Company with cash on hand, an unsecured, undrawn line of credit and an unsecured, delayed draw term loan. Curbline is not expected to have any debt outstanding at the time of its separation from the Company and therefore Curbline is expected to have significant capacity to utilize cash on hand and sources of debt capital in order to fund asset growth.
Previous wording
Unfavorable changes in interest rates or the capital markets could adversely impact the Company’s ability to sell additional assets on favorable terms.
Current wording
Following the separation of Curbline, the Company intends to maximize value through operations and the sale of additional properties to the extent that market conditions and pricing are favorable. The Company expects to use any such sale proceeds to repay outstanding indebtedness (including the Mortgage Facility), redeem outstanding preferred stock and make distributions to shareholders. The timing of certain sales may be impacted by interim leasing, tactical redevelopment activities, and other asset management initiatives intended to maximize values. Unfavorable changes in interest rates or the capital markets could adversely impact the Company’s ability to sell additional assets on favorable terms or at all.
Previous wording
Repurchased $61.6 million aggregate principal amount of outstanding senior unsecured notes due in 2025 and 2026 for total consideration including expenses of $60.8 million and recorded a gain on retirement of debt of $0.8 million.
Current wording
Repurchased $88.3 million aggregate principal amount of outstanding senior unsecured notes due in 2025, 2026 and 2027 for total cash consideration including expenses of $87.1 million and recorded a gain on retirement of debt of $1.0 million; and
Previous wording
The Company believes strong leasing economics are attributable to the concentration of the Company’s portfolio in suburban, high household income communities and to national tenants’ strong financial positions and increasing emphasis and reliance on physical store locations.
Current wording
The Company believes its recent strong leasing results are attributable to the concentration of the Company’s portfolio in suburban, high household income communities which have witnessed significant populations growth, changes in remote work and work-from-home trends, limited new construction of competing retail properties and to national tenants’ strong financial positions and increasing emphasis and reliance on physical store locations.
Previous wording
Leased approximately 0.8 million square feet of GLA, including 15 new leases and 84 renewals for a total of 99 leases. As of March 31, 2024, the remaining 2024 lease expirations aggregated approximately 0.8 million square feet of GLA (representing approximately 53% of total annualized base rent of 2024 expiring as of December 31, 2023) as compared to 1.5 million square feet of GLA as of December 31, 2023;
Current wording
Leased approximately 1.8 million square feet of GLA, including 37 new leases and 156 renewals for a total of 193 leases. As of June 30, 2024, the remaining 2024 lease expirations aggregated approximately 0.2 million square feet of GLA (representing approximately 22% of total 2024 annualized base rent expiring as of December 31, 2023) as compared to 1.5 million square feet of GLA as of December 31, 2023;
Previous wording
For the comparable leases executed in the three months ended March 31, 2024, the Company generated cash lease spreads on a pro rata basis of 11.5% for new leases and 8.0% for renewals. Leasing spreads are a key metric in real estate, representing the percentage increase of rental rates on new and renewal leases over rental rates on existing leases, though leasing spreads exclude consideration of the amount of capital expended in connection with new leasing activity. The Company’s cash lease spreads calculation includes only those deals that were executed within one year of the date the prior tenant vacated, in addition to other factors that limit comparability, and as a result, is a useful benchmark to compare the average annualized base rent of expiring leases with the comparable executed market rental rates;
Current wording
For the comparable leases executed in the six months ended June 30, 2024, the Company generated cash lease spreads on a pro rata basis of 33.8% for new leases and 8.6% for renewals. Leasing spreads are a key metric in real estate, representing the percentage increase of rental rates on new and renewal leases over rental rates on existing leases, though leasing spreads exclude consideration of the amount of capital expended in connection with new leasing activity. The Company’s cash lease spreads calculation includes only those deals that were executed within one year of the date the prior tenant vacated, in addition to other factors that limit comparability, and as a result, is a useful benchmark to compare the average annualized base rent of expiring leases with the comparable executed market rental rates;
Previous wording
Total portfolio average annualized base rent per square foot increased to $20.69 at March 31, 2024, as compared to $20.35 at December 31, 2023 and $19.65 at March 31, 2023, all on a pro rata basis;
Current wording
Total portfolio average annualized base rent per square foot increased to $21.98 at June 30, 2024, as compared to $20.35 at December 31, 2023 and $19.89 at June 30, 2023, all on a pro rata basis;
Previous wording
The aggregate occupancy of the Company’s operating shopping center portfolio was 91.6% at March 31, 2024, as compared to 92.0% at December 31, 2023 and 92.8% at March 31, 2023, all on a pro rata basis and
Current wording
The aggregate occupancy of the Company’s operating shopping center portfolio was 90.9% at June 30, 2024, as compared to 92.0% at December 31, 2023 and 92.3% at June 30, 2023, all on a pro rata basis and
Previous wording
For new leases executed in the three months ended March 31, 2024, the Company expended a weighted-average cost of tenant improvements and lease commissions estimated at $4.93 per rentable square foot, on a pro rata basis, over the lease term, as compared to $4.90 per rentable square foot for the full year of 2023. The Company generally does not expend a significant amount of capital on lease renewals.
Current wording
For new leases executed in the six months ended June 30, 2024, the Company expended a weighted-average cost of tenant improvements and lease commissions estimated at $5.98 per rentable square foot, on a pro rata basis, over the lease term, as compared to $4.90 per rentable square foot for the full year of 2023. The Company generally does not expend a significant amount of capital on lease renewals.
Previous wording
The comparability of year-over-year and period-over-period operating metrics have been increasingly impacted by the level of the Company’s disposition activities.
Current wording
The comparability of year-over-year and period-over-period operating metrics have been increasingly impacted by the level and composition of the Company’s disposition activities.
Previous wording
The changes in base and percentage rental income for the three months ended March 31, 2024, were due to the following (in millions):
Current wording
The changes in base and percentage rental income for the six months ended June 30, 2024, were due to the following (in millions):
Previous wording
At March 31, 2024 and 2023, the Company owned 101 and 105 wholly-owned properties, respectively, with an aggregate occupancy rate of 91.7% and 92.9%, respectively, and average annualized base rent per occupied square foot of $20.81 and $19.71, respectively.
Current wording
At June 30, 2024 and 2023, the Company owned 101 and 108 wholly-owned properties, respectively, with an aggregate occupancy rate of 90.9% and 92.4%, respectively, and average annualized base rent per occupied square foot of $22.21 and $19.97, respectively.
Previous wording
Recoveries from tenants were approximately 79.6% and 81.7% of operating expenses and real estate taxes for the three months ended March 31, 2024 and 2023, respectively.
Current wording
Recoveries from tenants were approximately 80.1% and 81.2% of operating expenses and real estate taxes for the six months ended June 30, 2024 and 2023, respectively.
Previous wording
Fee and Other Income was primarily earned from the Company’s unconsolidated joint ventures. Decreases in the number of assets under management will impact the amount of revenue recorded in future periods. The Company’s joint venture partners may also elect to terminate their joint venture arrangements with the Company in connection with a change in investment strategy or otherwise.
Current wording
Fee and Other Income was primarily earned from the Company’s unconsolidated joint ventures. Decreases in the number of assets under management will impact the amount of revenue recorded in future periods. The Company’s joint venture partners may also elect to terminate their joint venture management arrangements with the Company in connection with a change in investment strategy or otherwise.
Previous wording
The changes for the three months ended March 31, 2024, were due to the following (in millions):
Current wording
The changes for the six months ended June 30, 2024, were due to the following (in millions):
Previous wording
General and administrative expenses for the three months ended March 31, 2024 and 2023, were approximately 7.6% and 6.5% of total revenues (excluding uncollectible revenue), respectively, including total revenues of unconsolidated joint ventures for the comparable periods.
Current wording
General and administrative expenses for the six months ended June 30, 2024 and 2023, were approximately 8.5% and 7.6% of total revenues (excluding uncollectible revenue), respectively, including total revenues of unconsolidated joint ventures for the comparable periods. In May 2023, the Company initiated a restructuring plan that included a voluntary retirement offer and recorded a charge to general and administrative costs of $2.9 million in the second quarter of 2023. For the six months ended June 30, 2023, general and administrative expenses of $24.7 million, less the separation charges of $2.9 million, were approximately 6.7% of total revenues described above. The Company continues to expense certain internal leasing salaries, legal salaries and related expenses associated with leasing space.
Previous wording
The Company’s overall balance sheet strategy is to continue to maintain substantial liquidity and 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 4.2% at March 31, 2024 and 2023, respectively. At March 31, 2024, the weighted-average maturity (without extensions) was 2.3 years. Interest costs capitalized in conjunction with redevelopment projects were $0.3 million for each of the three months ended March 31, 2024 and 2023.
Current wording
The Company’s overall balance sheet strategy is to continue to maintain substantial liquidity and 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% at June 30, 2024 and 2023. At June 30, 2024, the weighted-average maturity (without extensions) was 2.1 years. Interest costs capitalized in conjunction with redevelopment projects were $0.2 million and $0.3 million for the three months ended June 30, 2024 and 2023, respectively, and were $0.5 million and $0.6 million for the six months ended June 30, 2024 and 2023, respectively.
Previous wording
Related to the repurchase of unsecured notes due in 2025 and 2026 for total consideration including expenses and fair value discount write-off of $60.8 million.
Current wording
Related to the repurchase of unsecured notes due in 2025, 2026 and 2027 for total cash consideration, including expenses, of $87.1 million and fair value discount write-off.
Previous wording
In 2024, primarily consists of transaction costs relating to the anticipated spin-off of Curbline.
Current wording
In 2024, primarily consists of expense of $9.3 million of fees related to the $1.1 billion Mortgage Facility commitment and transaction costs relating to the anticipated spin-off of Curbline.
Previous wording
The reduction of income is a result of gains recognized in 2023 from assets sales. At March 31, 2024 and 2023, the Company had an economic investment in unconsolidated joint ventures which owned 13 and 15 shopping center properties, respectively. Joint venture property sales could significantly impact the amount of income or loss recognized in future periods and the amount of sale proceeds allocated to the Company may vary based on joint venture return calculations and promoted structures.
Current wording
The reduction of income is the result of gains recognized in 2023 from assets sales. During the six months ended June 30, 2023, the DDRM Properties Joint Venture sold five shopping centers for an aggregate sales price of $112.2 million ($22.4 million at the Company’s share). During the six months ended June 30, 2024, the DDRM Properties Joint Venture sold one shopping center for $36.5 million ($7.3 million at the Company’s share) in addition to selling its remaining asset to the Company for $44.2 million ($35.4 million at the Company’s share), for which the Company recorded a Gain on sale and change in control of interest. At June 30, 2024 and 2023, the Company had an economic investment in unconsolidated joint ventures which owned 11 and 13 shopping center properties, respectively. Joint venture property sales could significantly impact the amount of income or loss recognized in future periods and the amount of sale proceeds allocated to the Company may vary based on joint venture return calculations and promoted structures.
Previous wording
In 2023, the Company recorded a gain related to additional proceeds received related to an unconsolidated joint venture that sold its sole asset, a parcel of undeveloped land in Richmond Hill, Ontario, which was considered contingent at the time of the sale.
Current wording
In May 2024, the Company acquired its partner’s 80% interest in one asset previously owned by the DDRM Properties Joint Venture (Meadowmont Village, Chapel Hill, North Carolina) for $35.4 million and, stepped up its 20% interest due to change in control. In 2023, the Company recorded a gain related to additional proceeds received related to an unconsolidated joint venture that sold its sole asset, a parcel of undeveloped land in Richmond Hill, Ontario, which was considered contingent at the time of the sale.
Previous wording
The Company sold three wholly-owned shopping centers in 2024. See “— Sources and Uses of Capital” included elsewhere herein.
Current wording
The Company sold 15 wholly-owned shopping centers (excluding certain retained convenience parcels) and one parcel at a wholly-owned shopping center in 2024. See “— Sources and Uses of Capital” included elsewhere herein.
Previous wording
The decrease in net income attributable to SITE Centers, as compared to the prior-year period, was primarily attributable to the impact of net property dispositions and impairment charges, partially offset by higher gain on disposition of real estate recognized in 2024 and interest income.
Current wording
The increase in net income attributable to SITE Centers, as compared to the prior-year period, was primarily the result of the gains from dispositions and interest income, partially offset by the impact from net property dispositions and impairment charges.
Previous wording
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/losses 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.
Current wording
The Company believes that certain charges, income and gains/losses 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/losses 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/losses 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, mark to market on derivative instruments, 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.
Previous wording
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. 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.
Current wording
The adjustment for these charges, income and gains/losses 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. Additionally, the Company provides no assurances that these charges, income and gains/losses are non-recurring. These charges, income and gains/losses could be reasonably expected to recur in future results of operations.
Previous wording
The decrease in FFO for the three months ended March 31, 2024, as compared to the prior-year period, was primarily attributable to the impact of net property dispositions, partially offset by property revenue growth and increased interest income. No significant change occurred in Operating FFO.
Current wording
The decrease in FFO for the six months ended June 30, 2024, as compared to the prior-year period, was primarily attributable to the impact from net property dispositions and the write-off of $9.3 million in fees related to the $1.1 billion Mortgage Facility commitment, partially offset by increased interest income. The decrease in Operating FFO for the six months ended June 30, 2024, as compared to the prior-year period, was primarily attributable to the impact from net property dispositions, partially offset by increased interest income.
Previous wording
At March 31, 2024 and 2023, the Company had an economic investment in unconsolidated joint ventures which owned 13 and 15 shopping center properties, respectively. These joint ventures represent the investments in which the Company recorded its share of equity in net income or loss and, accordingly, FFO and Operating FFO.
Current wording
(A) At June 30, 2024 and 2023, the Company had an economic investment in unconsolidated joint ventures which owned 11 and 13 shopping center properties, respectively. These joint ventures represent the investments in which the Company recorded its share of equity in net income or loss and, accordingly, FFO and Operating FFO.
Previous wording
The Company’s reconciliation of net income (loss) 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):
Current wording
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):
Previous wording
The SSNOI increase for the three months ended March 31, 2024, as compared to the prior-year period, primarily related to increases in annual base rents for non-anchor tenants that generally have greater leasing spreads.
Current wording
The SSNOI increase for the six months ended June 30, 2024, as compared to the prior-year period, primarily related to increases in annual base rents from lease renewals as well as rent commencements from anchors backfilling previously vacant space.
Previous wording
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.
Current wording
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, including the Mortgage Facility, may also entail higher rates of interest than the indebtedness being refinanced, which could have an adverse effect on the Company’s operations.
Previous wording
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 $1.6 billion at both March 31, 2024 and December 31, 2023.
Current wording
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 $1.5 billion and $1.6 billion at June 30, 2024 and December 31, 2023, respectively.
Previous wording
At March 31, 2024, the Company had an unrestricted cash balance of $551.3 million. The Company has availability under its Revolving Credit Facility of $950.0 million (subject to satisfaction of applicable borrowing conditions). The Company has addressed all of its consolidated debt maturing in 2024. In 2025, the Company has $400.4 million aggregate principal amount of senior notes and $25.5 million of consolidated mortgage debt maturing. The Company’s unconsolidated joint ventures have $39.0 million in mortgage debt at the Company’s share maturing in 2024. As of March 31, 2024, the Company anticipates that it has approximately $6 million to be incurred on its pipeline of identified redevelopment projects. The Company believes it has sufficient liquidity to operate its business at this time. At March 31, 2024, the Company had no borrowings outstanding on the Revolving Credit Facility. Through April 26, 2024, the Company purchased $61.6 million aggregate principal amount of its outstanding senior unsecured notes due in 2025 and 2026 for total consideration including expenses of $60.8 million.
Current wording
At June 30, 2024, the Company had an unrestricted cash balance of $1,181.3 million. The Company has availability under its Revolving Credit Facility of $950.0 million (subject to satisfaction of applicable borrowing conditions) and a commitment from lenders to fund the $554.8 million Mortgage Facility (as further described below), subject to the satisfaction of various closing conditions. The Company has addressed all of its consolidated debt maturing in 2024. In 2025, the Company has $400.4 million aggregate principal amount of senior notes maturing. As of June 30, 2024, the Company anticipates that it has approximately $5 million to be incurred on its pipeline of identified redevelopment projects. The Company believes it has sufficient liquidity to operate its business at this time. Through July 26, 2024, the Company purchased $88.3 million aggregate principal amount of its outstanding senior unsecured notes due in 2025, 2026 and 2027 for total cash consideration, including expenses, of $87.1 million.
Previous wording
In October 2023, in preparation for the expected spin-off of the Company’s convenience properties, the Company obtained a commitment (the “Commitment”) from affiliates of Apollo, including ATLAS SP Partners, L.P., to provide a $1.1 billion Mortgage Facility to be secured by approximately 40 of the Company’s retail properties. The Company may proceed to close and draw all or a portion of the Mortgage Facility on any date prior to October 25, 2024 subject to the satisfaction of various closing conditions set forth in the Commitment, including debt yield and loan-to-value thresholds, the lender’s receipt of acceptable third-party reports and satisfaction of other customary closing requirements. To the extent that any of the collateral properties are sold prior to the closing of the Mortgage Facility, the amount available under the Commitment will be reduced. The Company currently expects to close and draw on the Mortgage Facility prior to the spin-off of Curbline, and to use loan and additional asset sale proceeds to redeem and/or repay its outstanding unsecured indebtedness and for general corporate purposes. In the first quarter of 2024, the Company released two properties that had previously been identified to serve as collateral for the Mortgage Facility, thereby reducing the committed amount to $1.0 billion as of March 31, 2024.
Current wording
In October 2023, in preparation for the expected spin-off of the Company’s convenience properties, the Company obtained a commitment (the “Commitment”) from affiliates of Apollo, including ATLAS SP Partners, L.P., to provide a $1.1 billion Mortgage Facility to be secured by approximately 40 of the Company’s retail properties. The Company may proceed to close and draw all or a portion of the Mortgage Facility on any date prior to October 25, 2024 subject to the satisfaction of various closing conditions set forth in the Commitment, including debt yield and loan-to-value thresholds, the lender’s receipt of acceptable third-party reports and satisfaction of other customary closing requirements. To the extent that any of the collateral properties are sold prior to the closing of the Mortgage Facility, the amount available under the Commitment will be reduced. The Company currently expects to close and draw on the Mortgage Facility prior to the spin-off of Curbline, and to use loan and asset sale proceeds to redeem and/or repay all of its outstanding unsecured indebtedness and for general corporate purposes. In the first six months of 2024, the Company released 13 properties that had previously been identified to serve as collateral for the Mortgage Facility, thereby reducing the committed amount to $554.8 million as of June 30, 2024.
Previous wording
The Company paid upfront commitment and structuring fees to the lender and its affiliates and will also pay the lender fees during the unfunded commitment period based on the committed loan amount (as such amount may be reduced from time to time by the Company) and a closing fee based on the amount of the loan funded at closing. The Company is not obligated to close or draw on the Mortgage Facility and no assurances can be given that the Company will satisfy the conditions to close the Mortgage Facility or that the Mortgage Facility will close on the terms set forth in the Commitment or at all. For the three months ended March 31, 2024, the Company wrote-off $0.7 million of fees to Other Income (Expense), net, on the Company’s Consolidated Statements of Operations in connection with the decrease of the Mortgage Facility’s committed amount to $1.0 billion as a result of the release of two properties that were originally identified to serve as collateral for the Mortgage Facility.
Current wording
The Company paid upfront commitment and structuring fees to the lender and its affiliates and will also pay the lender fees during the unfunded commitment period based on the committed loan amount (as such amount may be reduced from time to time by the Company) and a closing fee based on the amount of the loan funded at closing. The Company is not obligated to close or draw on the Mortgage Facility and no assurances can be given that the Company will satisfy the conditions to close the Mortgage Facility or that the Mortgage Facility will close on the terms set forth in the Commitment or at all. For the six months ended June 30, 2024, the Company wrote-off $9.3 million of fees to Other Income (Expense), net on the Company’s Consolidated Statements of Operations in connection with the decrease of the Mortgage Facility’s committed amount to $554.8 million as a result of the release of 13 properties that were originally identified to serve as collateral for the Mortgage Facility.
Previous wording
The Company continually evaluates its debt maturities and, based on management’s assessment, believes it has viable financing and refinancing alternatives including the Mortgage Facility. 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.
Current wording
The Company continually evaluates its debt maturities and, based on management’s assessment, believes it has viable financing and refinancing alternatives, including the Mortgage Facility. 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 while maintaining strategic flexibility.
Showing the first 40 of 69 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
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, 2024 and December 31, 2023, the shopping center portfolio occupancy, on a pro rata basis, was 90.9% and 92.0%, respectively, and the total portfolio average annualized base rent, on a pro rata basis, was $21.98 and $20.35, respectively. The comparability of period-over-period operating metrics has been increasingly impacted by the level and composition of the Company’s disposition activities.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Sold five wholly-owned shopping centers for an aggregate sales price of $169.6 million;
Previous report — wording carried elsewhere
Expected to be extended in accordance with the loan documents.
Previous report — wording carried elsewhere
March 31, 2024, the Company’s shopping center expansions, outparcel developments, construction of first-generation space and repurposing projects were as follows (in thousands):