UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
OR
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Depositary Shares, each representing 1/20 of a share of 6.375% Class A |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of October 27, 2023 the registrant had
SITE Centers Corp.
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED September 30, 2023
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION |
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Item 1. |
Financial Statements – Unaudited |
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Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 |
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Consolidated Statements of Operations for the Three Months Ended September 30, 2023 and 2022 |
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Consolidated Statements of Operations for the Nine Months Ended September 30, 2023 and 2022 |
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6 |
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Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2023 and 2022 |
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Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 |
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9 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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PART II. OTHER INFORMATION |
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Item 1. |
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Item 1A. |
36 |
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Item 2. |
Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities |
37 |
Item 3. |
37 |
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Item 4. |
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Item 5. |
37 |
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Item 6. |
38 |
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39 |
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2
SITE Centers Corp.
CONSOLIDATED BALANCE SHEETS
(unaudited; in thousands, except share amounts)
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September 30, 2023 |
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December 31, 2022 |
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Assets |
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Land |
$ |
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$ |
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Buildings |
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Fixtures and tenant improvements |
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Less: Accumulated depreciation |
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Construction in progress and land |
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Total real estate assets, net |
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Investments in and advances to joint ventures, net |
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Cash and cash equivalents |
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Restricted cash |
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Accounts receivable |
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Other assets, net |
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$ |
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$ |
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Liabilities and Equity |
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Unsecured indebtedness: |
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Senior notes, net |
$ |
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$ |
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Term loan, net |
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Revolving credit facility |
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Mortgage indebtedness, net |
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Total indebtedness |
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Accounts payable and other liabilities |
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Dividends payable |
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Total liabilities |
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SITE Centers Equity |
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Class A— |
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Common shares, with par value, $ |
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Additional paid-in capital |
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Accumulated distributions in excess of net income |
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Deferred compensation obligation |
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Accumulated other comprehensive income |
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Less: Common shares in treasury at cost: |
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Total SITE Centers shareholders' equity |
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Non-controlling interests |
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Total equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
SITE Centers Corp.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per share amounts)
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Three Months |
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Ended September 30, |
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2023 |
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2022 |
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Revenues from operations: |
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Rental income |
$ |
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$ |
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Fee and other income |
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Rental operation expenses: |
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Operating and maintenance |
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Real estate taxes |
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General and administrative |
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Depreciation and amortization |
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Other income (expense): |
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Interest expense |
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Other income (expense), net |
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( |
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Income before earnings from equity method investments and other items |
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Equity in net income of joint ventures |
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Gain on sale and change in control of interests |
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Gain on disposition of real estate, net |
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Income before tax expense |
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Tax expense of taxable REIT subsidiaries and state franchise and income taxes |
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Net income |
$ |
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$ |
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Income attributable to non-controlling interests, net |
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( |
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Net income attributable to SITE Centers |
$ |
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$ |
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Preferred dividends |
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( |
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Net income attributable to common shareholders |
$ |
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$ |
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Per share data: |
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Basic |
$ |
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$ |
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Diluted |
$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
SITE Centers Corp.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per share amounts)
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Nine Months |
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Ended September 30, |
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2023 |
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2022 |
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Revenues from operations: |
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Rental income |
$ |
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$ |
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Fee and other income |
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Rental operation expenses: |
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Operating and maintenance |
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Real estate taxes |
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Impairment charges |
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General and administrative |
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Depreciation and amortization |
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Other income (expense): |
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Interest expense |
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Other income (expense), net |
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( |
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Income before earnings from equity method investments and other items |
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Equity in net income of joint ventures |
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Gain on sale and change in control of interests |
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Gain on disposition of real estate, net |
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Income before tax expense |
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Tax expense of taxable REIT subsidiaries and state franchise and income taxes |
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Net income |
$ |
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$ |
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Income attributable to non-controlling interests, net |
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Net income attributable to SITE Centers |
$ |
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$ |
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Preferred dividends |
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( |
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Net income attributable to common shareholders |
$ |
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$ |
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Per share data: |
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Basic |
$ |
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$ |
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Diluted |
$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
SITE Centers Corp.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited; in thousands)
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Three Months |
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Nine Months |
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Ended September 30, |
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Ended September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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Net income |
$ |
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$ |
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$ |
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$ |
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Other comprehensive income: |
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Change in cash flow hedges, net of amount reclassed to earnings |
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Total other comprehensive income |
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Comprehensive income |
$ |
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$ |
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$ |
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$ |
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Comprehensive income attributable to non-controlling interests |
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( |
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( |
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( |
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Total comprehensive income attributable to SITE Centers |
$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
6
SITE Centers Corp.
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited; in thousands)
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SITE Centers Equity |
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Preferred Shares |
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Common |
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Additional |
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Accumulated Distributions |
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Deferred |
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Accumulated Other Comprehensive Income |
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Treasury |
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Non- |
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Total |
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Balance, December 31, 2022 |
$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Issuance of common shares |
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Repurchase of common shares |
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( |
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Stock-based compensation, net |
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( |
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( |
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( |
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Repurchase of OP units |
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Distributions to non-controlling |
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( |
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Dividends declared-common shares |
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( |
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Dividends declared-preferred shares |
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( |
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Comprehensive income |
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Balance, June 30, 2023 |
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( |
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( |
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Issuance of common shares |
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Stock-based compensation, net |
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Dividends declared-common shares |
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( |
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( |
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Dividends declared-preferred shares |
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( |
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( |
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Comprehensive income |
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Balance, September 30, 2023 |
$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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$ |
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$ |
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SITE Centers Equity |
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Preferred Shares |
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Common |
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Additional |
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Accumulated Distributions |
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Deferred Compensation Obligation |
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Accumulated Other Comprehensive (Loss) Income |
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Treasury |
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Non- |
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Total |
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Balance, December 31, 2021 |
$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Issuance of common shares |
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Issuance of common shares for |
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— |
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Stock-based compensation, net |
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( |
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Distributions to non-controlling |
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( |
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Dividends declared-common shares |
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( |
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Dividends declared-preferred shares |
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( |
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Comprehensive income |
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— |
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