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 ☐ No
As of July 26, 2024 the registrant had
SITE Centers Corp.
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED June 30, 2024
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 June 30, 2024 and December 31, 2023 |
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Consolidated Statements of Operations for the Three Months Ended June 30, 2024 and 2023 |
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Consolidated Statements of Operations for the Six Months Ended June 30, 2024 and 2023 |
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6 |
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Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2024 and 2023 |
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Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 |
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9 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
18 |
Item 3. |
37 |
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Item 4. |
38 |
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PART II. OTHER INFORMATION |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
40 |
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41 |
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2
SITE Centers Corp.
CONSOLIDATED BALANCE SHEETS
(unaudited; in thousands, except share amounts)
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June 30, 2024 |
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December 31, 2023 |
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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 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 June 30, |
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2024 |
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2023 |
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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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Interest income |
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Gain on debt retirement |
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Loss on equity derivative instruments |
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Other income (expense), net |
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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 interest |
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Gain (loss) 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 attributable to SITE Centers |
$ |
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$ |
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Preferred dividends |
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( |
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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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Six Months |
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Ended June 30, |
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2024 |
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2023 |
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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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Interest income |
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Gain on debt retirement |
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Loss on equity derivative instruments |
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Other income (expense), net |
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( |
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( |
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( |
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( |
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(Loss) 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 interest |
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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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( |
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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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( |
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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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Six Months |
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Ended June 30, |
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Ended June 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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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 (loss): |
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Change in cash flow hedges, net of amount reclassed to earnings |
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( |
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Total other comprehensive income (loss) |
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( |
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Comprehensive income |
$ |
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$ |
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$ |
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$ |
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Total comprehensive income attributable to non-controlling interests |
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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 (Loss) Income |
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Treasury |
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Total |
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Balance, December 31, 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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Stock-based compensation, net |
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( |
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( |
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( |
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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 loss |
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( |
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( |
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Balance, March 31, 2024 |
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( |
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( |
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Stock-based compensation, net |
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( |
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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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( |
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Balance, June 30, 2024 |
$ |
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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, 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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( |
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Stock-based compensation, net |
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( |
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( |
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Distributions to non-controlling |
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( |
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( |
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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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( |
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Balance, March 31, 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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( |
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Repurchase of OP units |
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( |
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( |
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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, June 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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The accompanying notes are an integral part of these condensed consolidated financial statements.
7
SITE Centers Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in thousands)
|
Six Months |
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|||||
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Ended June 30, |
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|||||
|
2024 |
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2023 |
|
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Cash flow from operating activities: |
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Net income |
$ |
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$ |
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Adjustments to reconcile net income to net cash flow provided by operating activities: |
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Depreciation and amortization |
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Stock-based compensation |
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Amortization and write-off of debt issuance costs and fair market value of debt adjustments |
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Gain on debt retirement |
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( |
) |
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Other income—unrealized loss on derivatives |
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Equity in net income of joint ventures |
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( |
) |
|
|
( |
) |
Operating cash distributions from joint ventures |
|
|
|
|
|
||
Gain on sale and change in control of interests |
|
( |
) |
|
|
( |
) |
Gain on disposition of real estate, net |
|
( |
) |
|
|
( |
) |
Impairment charges |
|
|
|
|
|
||
Assumption of buildings due to ground lease terminations |
|
( |
) |
|
|
|
|
Net change in accounts receivable |
|
|
|
|
|
||
Net change in accounts payable and accrued expenses |
|
( |
) |
|
|
( |
) |
Net change in other operating assets and liabilities |
|
( |
) |
|
|
( |
) |
Total adjustments |
|
( |
) |
|
|
|
|
Net cash flow provided by operating activities |
|
|
|
|
|
||
Cash flow from investing activities: |
|
|
|
|
|
||
Real estate acquired, net of liabilities and cash assumed |
|
( |
) |
|
|
( |
) |
Real estate developed and improvements to operating real estate |
|
( |
) |
|
|
( |
) |
Proceeds from sale of joint venture interests |
|
|
|
|
|
||
Proceeds from disposition of real estate |
|
|
|
|
|
||
Equity contributions to joint ventures |
|
( |
) |
|
|
( |
) |
Repayment of joint venture advance |
|
|
|
|
|
||
Distributions from unconsolidated joint ventures |
|
|
|
|
|
||
Net cash flow provided by (used for) investing activities |
|
|
|
|
( |
) |
|
Cash flow from financing activities: |
|
|
|
|
|
||
Proceeds from revolving credit facility, net |
|
|
|
|
|
||
Payment of loan commitment fees |
|
( |
) |
|
|
|
|
Repayment of senior notes |
|
( |
) |
|
|
( |
) |
Repayment of mortgage debt |
|
( |
) |
|
|
( |
) |
Repurchase of common shares in conjunction with equity award plans and dividend reinvestment plan |
|
( |
) |
|
|
( |
) |
Repurchase of common shares |
|
|
|
|
( |
) |
|
Repurchase of operating units |
|
|
|
|
( |
) |
|
Distributions to redeemable operating partnership units |
|
|
|
|
( |
) |
|
Dividends paid |
|
( |
) |
|
|
( |
) |
Net cash flow used for financing activities |
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Net increase in cash, cash equivalents and restricted cash |
|
|
|
|
|
||
Cash, cash equivalents and restricted cash, beginning of period |
|
|
|
|
|
||
Cash, cash equivalents and restricted cash, end of period |
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
Notes to Condensed Consolidated Financial Statements
Nature of Business
SITE Centers Corp. and its related consolidated real estate subsidiaries (collectively, the “Company” or “SITE Centers”) and unconsolidated joint ventures are primarily engaged in the business of owning, leasing, acquiring, redeveloping, developing and managing shopping centers. Unless otherwise provided, references herein to the Company or SITE Centers include SITE Centers Corp. and its wholly-owned subsidiaries. The Company’s tenant base includes a mixture of national and regional retail chains and local tenants. Consequently, the Company’s credit risk is primarily concentrated in the retail industry.
Use of Estimates in Preparation of Financial Statements
Unaudited Interim Financial Statements
These financial statements have been prepared by the Company in accordance with GAAP for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three and six months ended June 30, 2024 and 2023, are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Principles of Consolidation
The consolidated financial statements include the results of the Company and all entities in which the Company has a controlling interest or has been determined to be the primary beneficiary of a variable interest entity. All significant intercompany balances and transactions have been eliminated in consolidation. Investments in real estate joint ventures in which the Company has the ability to exercise significant influence, but does not have financial or operating control, are accounted for using the equity method of accounting. Accordingly, the Company’s share of the earnings (or loss) of these joint ventures is included in consolidated net income (loss).
Disposition of Real Estate
For the three and six months ended June 30, 2024, the Company received gross proceeds of $
Statements of Cash Flows and Supplemental Disclosure of Non-Cash Investing and Financing Information
Non-cash investing and financing activities are summarized as follows (in millions):
|
Six Months |
|
|||||
|
Ended June 30, |
|
|||||
|
2024 |
|
|
2023 |
|
||
Dividends declared, but not paid |
$ |
|
|
$ |
|
||
Accounts payable related to construction in progress |
|
|
|
|
|
||
Repurchase of OP Units |
|
|
|
|
|
||
Assumption of buildings due to ground lease terminations |
|
|
|
|
|
||
9
During the six months ended June 30, 2024, the Company acquired the following convenience centers and land (in thousands):
Asset |
|
Location |
|
Date |
|
Gross Purchase |
|
|
|
Grove at Harper's Preserve |
|
Conroe, Texas |
|
|
$ |
|
|
||
Shops at Gilbert Crossroads |
|
Gilbert, Arizona |
|
|
|
|
|
||
Collection at Brandon Boulevard-Ground Lease(A) |
|
Tampa, Florida |
|
|
|
|
|
||
Wilmette Center |
|
Wilmette, Illinois |
|
|
|
|
|
||
Sunrise Plaza |
|
Vero Beach, Florida |
|
|
|
|
|
||
Meadowmont Village(B) |
|
Chapel Hill, North Carolina |
|
|
|
|
|
||
Red Mountain Corner |
|
Phoenix, Arizona |
|
|
|
|
|
||
Roswell Market Center |
|
Roswell, Georgia |
|
|
|
|
|
||
|
|
|
|
|
|
$ |
|
|
|
The fair value of the acquisitions was allocated as follows (in thousands):
|
|
|
|
Weighted-Average |
|
Land |
$ |
|
|
N/A |
|
Buildings |
|
|
|
(A) |
|
Tenant improvements |
|
|
|
(A) |
|
In-place leases (including lease origination costs and fair market value of leases) |
|
|
|
||
Other assets assumed |
|
|
|
N/A |
|
|
|
|
|
|
|
Less: Below-market leases |
|
( |
) |
|
|
Less: Other liabilities assumed |
|
( |
) |
|
N/A |
Net assets acquired |
$ |
|
|
|
|
|
2024 |
|
|
|
Consideration: |
|
|
|
|
Cash |
$ |
|
|
|
Gain on Sale and Change in Control of Interests |
|
|
|
|
Carrying value of previously held equity interest (Note 3) |
|
|
|
|