UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2021
OR
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-11690
SITE Centers Corp.
(Exact name of registrant as specified in its charter)
|
Ohio |
|
34-1723097 |
|
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
3300 Enterprise Parkway Beachwood, OH |
|
44122 |
|
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (216) 755-5500
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
Common Shares, Par Value $0.10 Per Share |
|
SITC |
|
New York Stock Exchange |
|
|
|
|
|
|
|
Depositary Shares, each representing 1/20 of a share of 6.375% Class A Cumulative Redeemable Preferred Shares without Par Value |
|
SITC PRA |
|
New York Stock Exchange |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer |
|
☒ |
|
Accelerated filer |
|
☐ |
|
|
|
|
|
|||
|
Non-accelerated filer |
|
☐ |
|
Smaller reporting company |
|
☐ |
|
|
|
|
|
Emerging growth company |
|
☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of April 19, 2021, the registrant had 211,031,152 shares of common stock, $0.10 par value per share, outstanding.
SITE Centers Corp.
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED March 31, 2021
TABLE OF CONTENTS
|
PART I. FINANCIAL INFORMATION |
|
|
|
Item 1. |
Financial Statements – Unaudited |
|
|
|
Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020 |
2 |
|
|
Consolidated Statements of Operations for the Three Months Ended March 31, 2021 and 2020 |
3 |
|
|
Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2021 and 2020 |
4 |
|
|
Consolidated Statements of Equity for the Three Months Ended March 31, 2021 and 2020 |
5 |
|
|
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020 |
6 |
|
|
7 |
|
|
Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
15 |
|
Item 3. |
34 |
|
|
Item 4. |
35 |
|
|
|
|
|
|
PART II. OTHER INFORMATION |
|
|
|
Item 1. |
36 |
|
|
Item 1A. |
36 |
|
|
Item 2. |
36 |
|
|
Item 3. |
36 |
|
|
Item 4. |
36 |
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Item 5. |
36 |
|
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Item 6. |
37 |
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|
38 |
||
1
SITE Centers Corp.
CONSOLIDATED BALANCE SHEETS
(unaudited; in thousands, except share amounts)
|
|
March 31, 2021 |
|
|
December 31, 2020 |
|
||
|
Assets |
|
|
|
|
|
|
|
|
Land |
$ |
947,411 |
|
|
$ |
953,556 |
|
|
Buildings |
|
3,479,583 |
|
|
|
3,488,499 |
|
|
Fixtures and tenant improvements |
|
519,550 |
|
|
|
509,866 |
|
|
|
|
4,946,544 |
|
|
|
4,951,921 |
|
|
Less: Accumulated depreciation |
|
(1,463,598 |
) |
|
|
(1,427,057 |
) |
|
|
|
3,482,946 |
|
|
|
3,524,864 |
|
|
Construction in progress and land |
|
38,004 |
|
|
|
37,467 |
|
|
Total real estate assets, net |
|
3,520,950 |
|
|
|
3,562,331 |
|
|
Investments in and advances to joint ventures, net |
|
75,982 |
|
|
|
77,297 |
|
|
Investment in and advances to affiliate |
|
190,035 |
|
|
|
190,035 |
|
|
Cash and cash equivalents |
|
190,833 |
|
|
|
69,742 |
|
|
Restricted cash |
|
2,868 |
|
|
|
4,672 |
|
|
Accounts receivable |
|
63,760 |
|
|
|
73,517 |
|
|
Other assets, net |
|
130,952 |
|
|
|
130,690 |
|
|
|
$ |
4,175,380 |
|
|
$ |
4,108,284 |
|
|
Liabilities and Equity |
|
|
|
|
|
|
|
|
Unsecured indebtedness: |
|
|
|
|
|
|
|
|
Senior notes, net |
$ |
1,450,152 |
|
|
$ |
1,449,613 |
|
|
Term loan, net |
|
99,679 |
|
|
|
99,635 |
|
|
Revolving credit facilities |
|
— |
|
|
|
135,000 |
|
|
|
|
1,549,831 |
|
|
|
1,684,248 |
|
|
Mortgage indebtedness, net |
|
230,632 |
|
|
|
249,260 |
|
|
Total indebtedness |
|
1,780,463 |
|
|
|
1,933,508 |
|
|
Accounts payable and other liabilities |
|
195,050 |
|
|
|
215,109 |
|
|
Dividends payable |
|
28,263 |
|
|
|
14,844 |
|
|
Total liabilities |
|
2,003,776 |
|
|
|
2,163,461 |
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
SITE Centers Equity |
|
|
|
|
|
|
|
|
Class A—6.375% cumulative redeemable preferred shares, without par value, $500 liquidation value; 750,000 shares authorized; 350,000 shares issued and outstanding at March 31, 2021 and December 31, 2020 |
|
175,000 |
|
|
|
175,000 |
|
|
Class K—6.25% cumulative redeemable preferred shares, without par value, $500 liquidation value; 750,000 shares authorized; 300,000 shares issued and outstanding at March 31, 2021 and December 31, 2020 |
|
150,000 |
|
|
|
150,000 |
|
|
Common shares, with par value, $0.10 stated value; 300,000,000 shares authorized; 211,035,935 and 193,995,499 shares issued at March 31, 2021 and December 31, 2020, respectively |
|
21,102 |
|
|
|
19,400 |
|
|
Additional paid-in capital |
|
5,933,685 |
|
|
|
5,705,164 |
|
|
Accumulated distributions in excess of net income |
|
(4,111,779 |
) |
|
|
(4,099,534 |
) |
|
Deferred compensation obligation |
|
4,511 |
|
|
|
5,479 |
|
|
Accumulated other comprehensive loss |
|
— |
|
|
|
(2,682 |
) |
|
Less: Common shares in treasury at cost: 221,684 and 898,267 shares at March 31, 2021 and December 31, 2020, respectively |
|
(4,387 |
) |
|
|
(11,319 |
) |
|
Total SITE Centers shareholders' equity |
|
2,168,132 |
|
|
|
1,941,508 |
|
|
Non-controlling interests |
|
3,472 |
|
|
|
3,315 |
|
|
Total equity |
|
2,171,604 |
|
|
|
1,944,823 |
|
|
|
$ |
4,175,380 |
|
|
$ |
4,108,284 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
SITE Centers Corp.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per share amounts)
|
|
Three Months |
|
|||||
|
|
Ended March 31, |
|
|||||
|
|
2021 |
|
|
2020 |
|
||
|
Revenues from operations: |
|
|
|
|
|
|
|
|
Rental income |
$ |
119,890 |
|
|
$ |
112,529 |
|
|
Fee and other income |
|
8,249 |
|
|
|
16,781 |
|
|
|
|
128,139 |
|
|
|
129,310 |
|
|
Rental operation expenses: |
|
|
|
|
|
|
|
|
Operating and maintenance |
|
20,216 |
|
|
|
18,480 |
|
|
Real estate taxes |
|
19,664 |
|
|
|
17,657 |
|
|
Impairment charges |
|
7,270 |
|
|
|
— |
|
|
General and administrative |
|
17,395 |
|
|
|
11,376 |
|
|
Depreciation and amortization |
|
45,560 |
|
|
|
42,993 |
|
|
|
|
110,105 |
|
|
|
90,506 |
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
Interest expense |
|
(19,395 |
) |
|
|
(20,587 |
) |
|
Other expense, net |
|
(366 |
) |
|
|
(13,924 |
) |
|
|
|
(19,761 |
) |
|
|
(34,511 |
) |
|
(Loss) income before earnings from equity method investments and other items |
|
(1,727 |
) |
|
|
4,293 |
|
|
Equity in net income of joint ventures |
|
4,385 |
|
|
|
2,171 |
|
|
Reserve of preferred equity interests, net |
|
— |
|
|
|
(18,057 |
) |
|
Gain on sale of joint venture interest |
|
13,908 |
|
|
|
45,681 |
|
|
(Loss) gain on disposition of real estate, net |
|
(20 |
) |
|
|
773 |
|
|
Income before tax expense |
|
16,546 |
|
|
|
34,861 |
|
|
Tax expense of taxable REIT subsidiaries and state franchise and income taxes |
|
(365 |
) |
|
|
(233 |
) |
|
Net income |
$ |
16,181 |
|
|
$ |
34,628 |
|
|
Income attributable to non-controlling interests, net |
|
(173 |
) |
|
|
(295 |
) |
|
Net income attributable to SITE Centers |
$ |
16,008 |
|
|
$ |
34,333 |
|
|
Preferred dividends |
|
(5,133 |
) |
|
|
(5,133 |
) |
|
Net income attributable to common shareholders |
$ |
10,875 |
|
|
$ |
29,200 |
|
|
|
|
|
|
|
|
|
|
|
Per share data: |
|
|
|
|
|
|
|
|
Basic |
$ |
0.05 |
|
|
$ |
0.15 |
|
|
Diluted |
$ |
0.05 |
|
|
$ |
0.15 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
SITE Centers Corp.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited; in thousands)
|
|
Three Months |
|
|||||
|
|
Ended March 31, |
|
|||||
|
|
2021 |
|
|
2020 |
|
||
|
Net income |
$ |
16,181 |
|
|
$ |
34,628 |
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
Foreign currency translation, net |
|
(1 |
) |
|
|
(785 |
) |
|
Reclassification adjustment for foreign currency translation included in net income |
|
2,683 |
|
|
|
— |
|
|
Change in cash flow hedges reclassed to earnings |
|
— |
|
|
|
1,172 |
|
|
Total other comprehensive income |
|
2,682 |
|
|
|
387 |
|
|
Comprehensive income |
$ |
18,863 |
|
|
$ |
35,015 |
|
|
Total comprehensive income attributable to non-controlling interests |
|
(173 |
) |
|
|
(295 |
) |
|
Total comprehensive income attributable to SITE Centers |
$ |
18,690 |
|
|
$ |
34,720 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
SITE Centers Corp.
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited; in thousands)
|
|
SITE Centers Equity |
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Shares |
|
|
Common Shares |
|
|
Additional Paid-in Capital |
|
|
Accumulated Distributions in Excess of Net Income |
|
|
Deferred Compensation Obligation |
|
|
Accumulated Other Comprehensive (Loss) Income |
|
|
Treasury Stock at Cost |
|
|
Non- Controlling Interests |
|
|
Total |
|
|||||||||
|
Balance, December 31, 2020 |
$ |
325,000 |
|
|
$ |
19,400 |
|
|
$ |
5,705,164 |
|
|
$ |
(4,099,534 |
) |
|
$ |
5,479 |
|
|
$ |
(2,682 |
) |
|
$ |
(11,319 |
) |
|
$ |
3,315 |
|
|
$ |
1,944,823 |
|
|
Issuance of common shares related to stock plans |
|
— |
|
|
|
6 |
|
|
|
31 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
37 |
|
|
Issuance of common shares for cash offering |
|
— |
|
|
|
1,696 |
|
|
|
219,910 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,923 |
|
|
|
— |
|
|
|
225,529 |
|
|
Stock-based compensation, net |
|
— |
|
|
|
— |
|
|
|
8,580 |
|
|
|
|
|
|
|
(968 |
) |
|
|
— |
|
|
|
3,009 |
|
|
|
— |
|
|
|
10,621 |
|
|
Distributions to non-controlling interests |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(16 |
) |
|
|
(16 |
) |
|
Dividends declared-common shares |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(23,303 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(23,303 |
) |
|
Dividends declared-preferred shares |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,950 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,950 |
) |
|
Comprehensive income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
16,008 |
|
|
|
— |
|
|
|
2,682 |
|
|
|
— |
|
|
|
173 |
|
|
|
18,863 |
|
|
Balance, March 31, 2021 |
$ |
325,000 |
|
|
$ |
21,102 |
|
|
$ |
5,933,685 |
|
|
$ |
(4,111,779 |
) |
|
$ |
4,511 |
|
|
$ |
— |
|
|
$ |
(4,387 |
) |
|
$ |
3,472 |
|
|
$ |
2,171,604 |
|
|
|
SITE Centers Equity |
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Shares |
|
|
Common Shares |
|
|
Additional Paid-in Capital |
|
|
Accumulated Distributions in Excess of Net Income |
|
|
Deferred Compensation Obligation |
|
|
Accumulated Other Comprehensive Loss |
|
|
Treasury Stock at Cost |
|
|
Non- Controlling Interests |
|
|
Total |
|
|||||||||
|
Balance, December 31, 2019 |
$ |
325,000 |
|
|
$ |
19,382 |
|
|
$ |
5,700,400 |
|
|
$ |
(4,066,099 |
) |
|
$ |
7,929 |
|
|
$ |
(491 |
) |
|
$ |
(7,707 |
) |
|
$ |
3,064 |
|
|
$ |
1,981,478 |
|
|
Issuance of common shares related to stock plans |
|
— |
|
|
|
17 |
|
|
|
109 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
126 |
|
|
Repurchase of common shares |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7,500 |
) |
|
|
— |
|
|
|
(7,500 |
) |
|
Stock-based compensation, net |
|
— |
|
|
|
— |
|
|
|
3,012 |
|
|
|
— |
|
|
|
(1,935 |
) |
|
|
— |
|
|
|
1,607 |
|
|
|
— |
|
|
|
2,684 |
|
|
Distributions to non-controlling interests |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(278 |
) |
|
|
(278 |
) |
|
Dividends declared-common shares |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(38,914 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(38,914 |
) |
|
Dividends declared-preferred shares |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,133 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,133 |
) |
|
Comprehensive income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
34,333 |
|
|
|
— |
|
|
|
387 |
|
|
|
— |
|
|
|
295 |
|
|
|
35,015 |
|
|
Balance, March 31, 2020 |
$ |
325,000 |
|
|
$ |
19,399 |
|
|
$ |
5,703,521 |
|
|
$ |
(4,075,813 |
) |
|
$ |
5,994 |
|
|
$ |
(104 |
) |
|
$ |
(13,600 |
) |
|
$ |
3,081 |
|
|
$ |
1,967,478 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
SITE Centers Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in thousands)
|
|
Three Months |
|
|||||
|
|
Ended March 31, |
|
|||||
|
|
2021 |
|
|
2020 |
|
||
|
Cash flow from operating activities: |
|
|
|
|
|
|
|
|
Net income |
$ |
16,181 |
|
|
$ |
34,628 |
|
|
Adjustments to reconcile net income to net cash flow provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
45,560 |
|
|
|
42,993 |
|
|
Stock-based compensation |
|
7,694 |
|
|
|
18 |
|
|
Amortization and write-off of debt issuance costs and fair market value of debt adjustments |
|
1,015 |
|
|
|
1,519 |
|
|
Loss on debt extinguishment |
|
— |
|
|
|
16,568 |
|
|
Equity in net income of joint ventures |
|
(4,385 |
) |
|
|
(2,171 |
) |
|
Reserve of preferred equity interests, net |
|
— |
|
|
|
18,057 |
|
|
Operating cash distributions from joint ventures |
|
794 |
|
|
|
2,121 |
|
|
Gain on sale of joint venture interest |
|
(13,908 |
) |
|
|
(45,681 |
) |
|
Loss (gain) on disposition of real estate, net |
|
20 |
|
|
|
(773 |
) |
|
Impairment charges |
|
7,270 |
|
|
|
— |
|
|
Assumption of buildings due to ground lease terminations |
|
— |
|
|
|
(3,025 |
) |
|
Change in notes receivable accrued interest |
|
— |
|
|
|
664 |
|
|
Net change in accounts receivable |
|
13,641 |
|
|
|
4,177 |
|
|
Net change in accounts payable and accrued expenses |
|
(13,048 |
) |
|
|
(19,292 |
) |
|
Net change in other operating assets and liabilities |
|
(4,724 |
) |
|
|
(13,953 |
) |
|
Total adjustments |
|
39,929 |
|
|
|
1,222 |
|
|
Net cash flow provided by operating activities |
|
56,110 |
|
|
|
35,850 |
|
|
Cash flow from investing activities: |
|
|
|
|
|
|
|
|
Real estate developed and improvements to operating real estate |
|
(18,131 |
) |
|
|
(23,022 |
) |
|
Proceeds from disposition of real estate |
|
11,279 |
|
|
|
1,060 |
|
|
Proceeds from sale of joint venture interest |
|
16,067 |
|
|
|
140,519 |
|
|
Equity contributions to joint ventures |
|
(92 |
) |
|
|
(86 |
) |
|
Distributions from joint ventures |
|
1,416 |
|
|
|
3,168 |
|
|
Repayment of notes receivable |
|
— |
|
|
|
7,500 |
|
|
Net cash flow provided by investing activities |
|
10,539 |
|
|
|
129,139 |
|
|
Cash flow from financing activities: |
|
|
|
|
|
|
|
|
(Repayment of) proceeds from revolving credit facilities, net |
|
(135,000 |
) |
|
|
640,000 |
|
|
Repayment of senior notes, including repayment costs |
|
— |
|
|
|
(216,568 |
) |
|
Repayment of mortgage debt |
|
(18,563 |
) |
|
|
(40,436 |
) |
|
Proceeds from issuance of common shares, net of offering expenses |
|
225,529 |
|
|
|
— |
|
|
Repurchase of common shares in conjunction with equity award plans and dividend reinvestment plan |
|
(4,476 |
) |
|
|
(948 |
) |
|
Repurchase of common shares |
|
— |
|
|
|
(7,500 |
) |
|
Distributions to non-controlling interests and redeemable operating partnership units |
|
(7 |
) |
|
|
(278 |
) |
|
Dividends paid |
|
(14,844 |
) |
|
|
(44,036 |
) |
|
Net cash flow provided by financing activities |
|
52,639 |
|
|
|
330,234 |
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign exchange rate changes on cash and cash equivalents |
|
(1 |
) |
|
|
8 |
|
|
Net increase in cash, cash equivalents and restricted cash |
|
119,288 |
|
|
|
495,223 |
|
|
Cash, cash equivalents and restricted cash, beginning of period |
|
74,414 |
|
|
|
19,133 |
|
|
Cash, cash equivalents and restricted cash, end of period |
$ |
193,701 |
|
|
$ |
514,364 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Notes to Condensed Consolidated Financial Statements
|
1. |
Nature of Business and Financial Statement Presentation |
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 acquiring, owning, developing, redeveloping, leasing and managing shopping centers. Unless otherwise provided, references herein to the Company or SITE Centers include SITE Centers Corp. and its wholly-owned subsidiaries and consolidated joint ventures. The Company’s tenant base primarily includes national and regional retail chains and local tenants. Consequently, the Company’s credit risk is concentrated in the retail industry.
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the year. The Company considered impacts to its estimates related to COVID-19, as appropriate, within its unaudited condensed consolidated financial statements, and there may be changes to those estimates in future periods. The Company believes that its accounting estimates are appropriate after giving consideration to the uncertainties surrounding the severity and duration of the COVID-19 pandemic. Actual results could differ from those estimates.
Unaudited Interim Financial Statements
These financial statements have been prepared by the Company in accordance with GAAP for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three months ended March 31, 2021 and 2020, 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, 2020.
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 (“VIE”). All significant inter-company balances and transactions have been eliminated in consolidation. Investments in real estate joint ventures in which the Company has the ability to exercise significant influence, but does not have financial or operating control, are accounted for using the equity method of accounting. Accordingly, the Company’s share of the earnings (or loss) of these joint ventures is included in consolidated net income (loss).
Reclassifications
Certain amounts for the three months ended March 31, 2020, have been reclassified in order to conform with the current period’s presentation. The Company reclassified $3.5 million of interest income, primarily related to preferred equity investments that were transferred or redeemed in the fourth quarter of 2020, on its consolidated statement of operations from Interest Income to Other Expense, net.
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):
|
|
Three Months |
|
|||||
|
|
Ended March 31, |
|
|||||
|
|
2021 |
|
|
2020 |
|
||
|
Dividends declared, but not paid |
$ |
28.3 |
|
|
$ |
44.0 |
|
|
Accounts payable related to construction in progress |
|
5.7 |
|
|
|
7.7 |
|
|
Tax receivable |
|
4.1 |
|
|
|
— |
|
|
Assumption of buildings due to ground lease terminations |
|
— |
|
|
|
3.0 |
|
7
|
2. |
Revenue Recognition |
Impact of the COVID-19 Pandemic on Revenue and Receivables
Beginning in March 2020, the retail sector within the continental U.S. has been significantly impacted by the COVID-19 pandemic. Though the impact of the COVID-19 pandemic on tenant operations has varied by tenant category, local conditions and applicable government mandates, a significant number of the Company’s tenants have experienced a reduction in sales and foot traffic, and many tenants were forced to limit their operations or close their businesses for a period of time. The COVID-19 pandemic had no impact on the Company’s collection of rents for the first quarter of 2020, but it had a significant impact on the collection of rents for April 2020 through March 31, 2021.
The Company has engaged in discussions with most of its larger tenants that failed to satisfy all or a portion of their rent obligations during the 12 months ended March 31, 2021 and has agreed to terms on rent-deferral arrangements (and, in a small number of cases, rent abatements) and other lease modifications with a significant number of such tenants. The Company continues to evaluate its options with respect to tenants with which the Company has not reached satisfactory resolution of unpaid rents and has commenced collection actions against several tenants.
For those tenants where the Company is unable to assert that collection of amounts due over the lease term is probable, regardless if the Company has entered into a deferral agreement to extend the payment terms, the Company has categorized these tenants on the cash basis of accounting. As a result, no rental income is recognized from such tenants once they have been placed on the cash basis of accounting until payments are received and all existing accounts receivable relating to these tenants have been reserved in full, including straight-line rental income. The Company will remove the cash basis designation and resume recording rental income from such tenants on a straight-line basis at such time it believes collection from the tenants is probable based upon a demonstrated payment history, improved liquidity, the addition of credit-worthy guarantors or a recapitalization event.
The Company had net billed contractual tenant accounts receivable of $12.3 million at March 31, 2021. During the three months ended March 31, 2021, the Company recorded net uncollectible revenue that resulted in rental income of $1.4 million (the Company’s share of unconsolidated joint ventures was $0.3 million) primarily due to rental income paid in 2021 related to outstanding receivables in 2020 from tenants on the cash basis of accounting. The Company’s share of lease modification adjustments for unconsolidated joint ventures was not material. The aggregate amount of uncollectible revenue reported during the quarter primarily was due to the impact of the COVID-19 pandemic.
Fee and Other Income
Fee and Other Income on the consolidated statements of operations includes revenue from contracts with customers and other property-related income, primarily composed of theater income, and is recognized in the period earned as follows (in thousands):
|
|
Three Months |
|
|||||
|
|
Ended March 31, |
|
|||||
|
|
2021 |
|
|
2020 |
|
||
|
Revenue from contracts: |
|
|
|
|
|
|
|
|
Asset and property management fees |
$ |
6,575 |
|
|
$ |
9,325 |
|
|
Leasing commissions |
|
1,017 |
|
|
|
2,996 |
|
|
Development fees |
|
113 |
|
|
|
870 |
|
|
Disposition fees |
|
— |
|
|
|
1,556 |
|
|
Total revenue from contracts with customers |
|
7,705 |
|
|
|
14,747 |
|
|
Other property income: |
|
|
|
|
|
|
|
|
Other |
|
544 |
|
|
|
2,034 |
|
|
Total fee and other income |
$ |
8,249 |
|
|
$ |
16,781 |
|
8
|
3. |
Investments in and Advances to Joint Ventures |
At both March 31, 2021 and December 31, 2020, the Company had ownership interests in various unconsolidated joint ventures that had investments in 59 shopping center properties. Condensed combined financial information of the Company’s unconsolidated joint venture investments is as follows (in thousands):
|
|
March 31, 2021 |
|
|
December 31, 2020 |
|
||
|
Condensed Combined Balance Sheets |
|
|
|
|
|
|
|
|
Land |
$ |
441,412 |
|
|
$ |
441,412 |
|
|
Buildings |
|
1,259,441 |
|
|
|
1,258,879 |
|
|
Fixtures and tenant improvements |
|
143,736 |
|
|
|
137,663 |
|
|
|
|
1,844,589 |
|
|
|
1,837,954 |
|
|
Less: Accumulated depreciation |
|
(504,904 |
) |
|
|
(492,288 |
) |
|
|
|
1,339,685 |
|
|
|
1,345,666 |
|
|
Construction in progress and land |
|
2,506 |
|
|
|
58,201 |
|
|
Real estate, net |
|
1,342,191 |
|
|
|
1,403,867 |
|
|
Cash and restricted cash |
|
47,258 |
|
|
|
35,212 |
|
|
Receivables, net |
|
20,336 |
|
|
|
25,719 |
|
|
Other assets, net |
|
62,116 |
|
|
|
61,381 |
|
|
|
$ |
1,471,901 |
|
|
$ |
1,526,179 |
|
|
|
|
|
|
|
|
|
|
|
Mortgage debt |
$ |
1,029,240 |
|
|
$ |
1,029,579 |
|
|
Notes and accrued interest payable to the Company |
|
4,707 |
|
|
|
4,375 |
|
|
Other liabilities |
|
58,888 |
|
|
|
57,349 |
|
|
|
|
1,092,835 |
|
|
|
1,091,303 |
|
|
Accumulated equity |
|
379,066 |
|
|
|
434,876 |
|
|
|
$ |
1,471,901 |
|
|
$ |
1,526,179 |
|
|
|
|
|
|
|
|
|
|
|
Company's share of accumulated equity |
$ |
66,852 |
|
|
$ |
72,555 |
|
|
Basis differentials |
|
5,652 |
|
|
|
1,644 |
|
|
Deferred development fees, net of portion related to the Company's interest |
|
(1,229 |
) |
|
|
(1,277 |
) |
|
Amounts payable to the Company |
|
4,707 |
|
|
|
4,375 |
|
|
Investments in and Advances to Joint Ventures, net |
$ |
75,982 |
|
|
$ |
77,297 |
|
|
|
Three Months |
|
|||||
|
|
Ended March 31, |
|
|||||
|
|
2021 |
|
|
2020 |
|
||
|
Condensed Combined Statements of Operations |
|
|
|
|
|
|
|
|
Revenues from operations |
$ |
50,560 |
|
|
$ |
85,621 |
|
|
Expenses from operations: |
|
|
|
|
|
|
|
|
Operating expenses |
|
14,417 |
|
|
|
24,415 |
|
|
Impairment charges |
|
— |
|
|
|
31,720 |
|
|
Depreciation and amortization |
|
17,117 |
|
|
|
30,104 |
|
|
Interest expense |
|
10,947 |
|
|
|
17,755 |
|
|
Preferred share expense |
|
— |
|
|
|
4,530 |
|
|
Other expense, net |
|
2,964 |
|
|
|
4,657 |
|
|
|
|
45,445 |
|
|
|
113,181 |
|
|
Income (loss) before gain on disposition of real estate |
|
5,115 |
|
|
|
(27,560 |
) |
|
Gain on disposition of real estate, net |
|
28,401 |
|
|
|
8,906 |
|
|
Net income (loss) attributable to unconsolidated joint ventures |
$ |
33,516 |
|
|
$ |
(18,654 |
) |
|
Company's share of equity in net income of joint ventures |
$ |
4,323 |
|
|
$ |
2,015 |
|
|
Basis differential adjustments(A) |
|
62 |
|
|
|
156 |
|
|
Equity in net income of joint ventures |
$ |
4,385 |
|
|
$ |
2,171 |
|
|
(A) |
The difference between the Company’s share of net income, as reported above, and the amounts included in the Company’s consolidated statements of operations is attributable to the amortization of basis differentials, the recognition of deferred gains, differences in gain (loss) on sale of certain assets recognized due to the basis differentials and other than temporary impairment charges. |
9
The impact of the COVID-19 pandemic on revenues and receivables for the Company’s joint ventures is more fully described in Note 2.
Revenues earned by the Company related to all of the Company’s unconsolidated joint ventures and interest income are as follows (in millions):
|
|
Three Months |
|
|||||
|
|
Ended March 31, |
|
|||||
|
|
2021 |
|
|
2020 |
|
||
|
Revenue from contracts: |
|
|
|
|
|
|
|
|
Asset and property management fees |
$ |
2.6 |
|
|
$ |
4.5 |
|
|
Development fees, leasing commissions and other |
|
0.4 |
|
|
|
2.6 |
|
|
|
|
3.0 |
|
|
|
7.1 |
|
|
Other: |
|
|
|
|
|
|
|
|
Interest income(A) |
|
— |
|
|
|
3.5 |
|
|
Other |
|
0.4 |
|
|
|
0.7 |
|
|
|
|
0.4 |
|
|
|
4.2 |
|
|
|
$ |
3.4 |
|
|
$ |
11.3 |
|
|
|
(A) |
Interest income recorded in 2020 related to preferred equity interests of two joint ventures which were transferred or redeemed in the fourth quarter of 2020. |
Disposition of Undeveloped Land
In February 2021, one of the Company’s unconsolidated joint ventures sold its sole asset, which was a parcel of undeveloped land (approximating 70 acres) in Richmond Hill, Ontario. The Company’s share of net proceeds totaled $22.1 million, after accounting for customary closing costs and foreign currency translation. The net proceeds include $6.1 million that are held in escrow of which $4.1 million is expected to be released to the Company pending receipt of certain tax clearance certificates from the Canadian taxing authorities, and the remaining $2.0 million is considered contingent and should be released upon final dissolution of the partnership. The Company recorded an aggregate gain on the transaction of $16.7 million which included its $2.8 million share of the gain reported by the joint venture, as well as $13.9 million related to the promoted interest on the disposition of the investment and write-off of the accumulated foreign currency translation.
|
4. |
Investment in and Advances to Affiliate |
The Company has a preferred investment in Retail Value Inc. (“RVI”) of $190.0 million. Revenue from contracts with RVI is included in Fee and Other Income on the consolidated statements of operations and was composed of the following (in millions):
|
|
Three Months |
|
|||||
|
|
Ended March 31, |
|
|||||
|
|
2021 |
|
|
2020 |
|
||
|
Revenue from contracts with RVI: |
|
|
|
|
|
|
|
|
Asset and property management fees |
$ |
4.0 |
|
|
$ |
4.8 |
|
|
Leasing commissions |
|
0.8 |
|
|
|
1.2 |
|
|
Disposition fees |
|
— |
|
|
|
1.6 |
|
|
Total revenue from contracts with RVI |
$ |
4.8 |
|
|
$ |
7.6 |
|
10
|
5. |
Other Assets and Intangibles, net |
Other assets and intangibles consist of the following (in thousands):
|
|
March 31, 2021 |
|
|
December 31, 2020 |
|
||
|
Intangible assets: |
|
|
|
|
|
|
|
|
In-place leases, net |
$ |
52,576 |
|
|
$ |
56,756 |
|
|
Above-market leases, net |
|
7,791 |
|
|
|
8,387 |
|
|
Lease origination costs |
|
4,650 |
|
|
|
4,974 |
|
|
Tenant relationships, net |
|
19,063 |
|
|
|
20,301 |
|
|
Total intangible assets, net(A) |
|
84,080 |
|
|
|
90,418 |
|
|
Operating lease ROU assets |
|
20,047 |
|
|
|
20,604 |
|
|
Other assets: |
|
|
|
|
|
|
|
|
Prepaid expenses |
|
14,252 |
|
|
|
7,416 |
|
|
Other assets |
|
2,931 |
|
|
|
2,348 |
|
|
Deposits |
|
4,003 |
|
|
|
3,767 |
|
|
Deferred charges, net |
|
5,639 |
|
|
|
6,137 |
|
|
Total other assets, net |
$ |
130,952 |
|
|
$ |
130,690 |
|
|
|
|
|
|
|
|
|
|
|
Below-market leases, net (other liabilities) |
$ |
55,748 |
|
|
$ |
57,348 |
|
|
(A) |
The Company recorded amortization expense related to its intangibles, excluding above- and below-market leases, of $5.6 million and $3.8 million for the three months ended March 31, 2021 and 2020, respectively. |
|
6. |
Revolving Credit Facilities |
The following table discloses certain information regarding the Company’s Revolving Credit Facilities (as defined below):
|
|
|
Carrying Amount at March 31, 2021 |
|
|
Weighted-Average Interest Rate at March 31, 2021 |
|
Maturity Date at March 31, 2021 |
|
|
Unsecured Credit Facility |
|
$ |
— |
|
|
N/A |
|
January 2024 |
|
PNC Facility |
|
|
— |
|
|
N/A |
|
January 2024 |
The Company maintains an unsecured revolving credit facility with a syndicate of financial institutions, arranged by Wells Fargo Securities, LLC, J.P. Morgan Chase Bank, N.A., Citizens Bank, N.A., RBC Capital Markets and U.S. Bank National Association (the “Unsecured Credit Facility”). The Unsecured Credit Facility provides for borrowings of up to $950 million if certain financial covenants are maintained and certain borrowing conditions are satisfied, and an accordion feature for expansion of availability up to $1.45 billion, provided that new lenders agree to the existing terms of the facility or existing lenders increase their commitment level, and a maturity date of January 2024, with two six-month options to extend the maturity to January 2025 upon the Company’s request (subject to satisfaction of certain conditions). The Unsecured Credit Facility includes a competitive bid option on periodic interest rates for up to 50% of the facility. The Unsecured Credit Facility also provides for an annual facility fee, which was 20 basis points on the entire facility at March 31, 2021.
The Company maintains a $20 million unsecured revolving credit facility with PNC Bank, National Association (“PNC,” the “PNC Facility” and, together with the Unsecured Credit Facility, the “Revolving Credit Facilities”) which includes substantially the same terms as those contained in the Unsecured Credit Facility. Additionally, the Company has provided an unconditional guaranty to PNC with respect to any obligations of RVI outstanding from time to time under a $30 million revolving credit agreement entered into by RVI with PNC. RVI has agreed to reimburse the Company for any amounts paid to PNC pursuant to the guaranty plus interest at a contracted rate and to pay an annual commitment fee to the Company on account of the guaranty.
The Company’s borrowings under the Revolving Credit Facilities bear interest at variable rates at the Company’s election, based on either LIBOR plus a specified spread (0.90% at March 31, 2021) or the Alternative Base Rate, as defined in the respective facility, plus a specified spread (0% at March 31, 2021). The specified spreads vary depending on the Company’s long-term senior unsecured debt rating from Moody’s Investors Service, Inc., S&P Global Ratings, Fitch Investor Services, Inc. and their successors. The Company is required to comply with certain covenants under the Revolving Credit Facilities relating to total outstanding indebtedness, secured indebtedness, value of unencumbered real estate assets and fixed charge coverage. The Company was in compliance with these financial covenants at March 31, 2021.
11
|
7. |
Fair Value Measurements |
The following methods and assumptions were used by the Company in estimating fair value disclosures of debt. The fair market value of senior notes is determined using a pricing model to approximate the trading price of the Company’s public debt. The fair market value for all other debt is estimated using a discounted cash flow technique that incorporates future contractual interest and principal payments and a market interest yield curve with adjustments for duration, optionality and risk profile, including the Company’s non-performance risk and loan to value. The Company’s senior notes and all other debt are classified as Level 2 and Level 3, respectively, in the fair value hierarchy.
Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. Carrying values that are different from estimated fair values are summarized as follows (in thousands):
|
|
March 31, 2021 |
|
|
December 31, 2020 |
|
||||||||||
|
|
Carrying Amount |
|
|
Fair Value |
|
|
Carrying Amount |
|
|
Fair Value |
|
||||
|
Senior Notes |
$ |
1,450,152 |
|
|
$ |
1,555,838 |
|
|
$ |
1,449,613 |
|
|
$ |
1,549,866 |
|
|
Revolving Credit Facilities and term loan |
|
99,679 |
|
|
|
100,000 |
|
|
|
234,635 |
|
|
|
235,000 |
|
|
Mortgage Indebtedness |
|
230,632 |
|
|
|
231,916 |
|
|
|
249,260 |
|
|
|
250,624 |
|
|
|
$ |
1,780,463 |
|
|
$ |
1,887,754 |
|
|
$ |
1,933,508 |
|
|
$ |
2,035,490 |
|
|
8. |
Equity |
In March 2021, the Company issued 17.25 million common shares resulting in net proceeds of $225.5 million. The Company declared common share dividends of $0.11 per share and $0.20 per share for the three months ended March 31, 2021 and 2020, respectively.
|
9. |
Other Comprehensive Income |
The changes in Accumulated Other Comprehensive (Loss) Income by component are as follows (in thousands):
|
|
|
Foreign Currency Items |
|
|
|
Balance, December 31, 2020 |
|
$ |
(2,682 |
) |
|
Other comprehensive loss before reclassifications |
|
|
(1 |
) |
|
Reclassification adjustment for foreign currency translation(A) |
|
|
2,683 |
|
|
Net current-period other comprehensive income |
|
|
2,682 |
|
|
Balance, March 31, 2021 |
|
$ |
— |
|
|
(A) |
Represents the release of foreign currency translation related to the sale of a parcel of undeveloped land in Richmond Hill, Ontario owned by one of the Company’s joint ventures (Note 3). |
|
10. |
Impairment Charges |
For the three months ended March 31, 2021 and 2020, the Company recorded impairment charges and reserves of $7.3 million and $18.1 million, respectively, based on the difference between the carrying value of the assets or investments and the estimated fair market value. In 2021, the impairment charge recorded was triggered by a change in the hold period assumptions for an asset considered for sale and in 2020 the impairments were as a result of an aggregate valuation allowance on its preferred equity interests in the BRE DDR Joint Ventures that were transferred or redeemed in the fourth quarter of 2020.
Items Measured at Fair Value
The Company is required to assess the fair value of certain impaired consolidated and unconsolidated joint venture investments. The valuation of impaired real estate assets and investments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each asset, as well as the income capitalization approach considering prevailing market capitalization rates, analysis of recent comparable sales transactions, actual sales negotiations and bona fide purchase offers received from third parties and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence. In general, the Company considers multiple valuation techniques when measuring fair value of an investment. However, in certain circumstances, a single valuation technique may be appropriate.
12
For operational real estate assets, the significant valuation assumptions included the capitalization rate used in the income capitalization valuation, as well as the projected property net operating income and expected hold period. For projects under development or not at stabilization, the significant assumptions included the discount rate, the timing and the estimated costs for the construction completion and project stabilization, projected net operating income and the exit capitalization rate. These valuations were calculated based on market conditions and assumptions made by management at the time the valuation adjustments and impairments were recorded, which may differ materially from actual results if market conditions or the underlying assumptions change.
The following table presents information about the Company’s impairment charges on financial assets that were measured on a fair value basis for the three months ended March 31, 2021. The table also indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions):
|
|
|
Fair Value Measurements |
|
|||||||||||||||||
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Total Impairment Charges |
|
|||||
|
March 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-lived assets held and used |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
10.0 |
|
|
$ |
10.0 |
|
|
$ |
7.3 |
|
The following table presents quantitative information about the significant unobservable inputs used by the Company to determine the fair value (in millions):
|
|
|
Quantitative Information about Level 3 Fair Value Measurements |
||||||||||
|
|
|
Fair Value at |
|
|
Valuation |
|
|
|
|
|
Weighted |
|
|
Description |
|
March 31, 2021 |
|
|
Technique |
|
Unobservable Inputs |
|
Range |
|
Average |
|
|
Impairment of consolidated assets |
|
$ |
10.0 |
|
|
Indicative Bid(A) |
|
Indicative Bid(A) |
|
N/A |
|
N/A |
|
(A) |
Fair value measurement based upon an indicative bid and developed by third-party sources (including offers and comparable sales values), subject to the Company’s corroboration for reasonableness. The Company does not have access to certain unobservable inputs used by third parties to determine these estimated fair values. |
|
11. |
Earnings Per Share |
The following table provides a reconciliation of net income and the number of common shares used in the computations of “basic” earnings per share (“EPS”), which utilizes the weighted-average number of common shares outstanding without regard to dilutive potential common shares, and “diluted” EPS, which includes all such shares (in thousands, except per share amounts).
|
|
Three Months |
|
|||||
|
|
Ended March 31, |
|
|||||
|
|
2021 |
|
|
2020 |
|
||
|
Numerators – Basic and Diluted |
|
|
|
|
|
|
|
|
Net income |
$ |
16,181 |
|
|
$ |
34,628 |
|
|
Income attributable to non-controlling interests |
|
(173 |
) |
|
|
(295 |
) |
|
Preferred dividends |
|
(5,133 |
) |
|
|
(5,133 |
) |
|
Earnings attributable to unvested shares and OP units |
|
(115 |
) |
|
|
(149 |
) |
|
Net income attributable to common shareholders after allocation to participating securities |
$ |
10,760 |
|
|
$ |
29,051 |
|
|
Denominators – Number of Shares |
|
|
|
|
|
|
|
|
Basic—Average shares outstanding |
|
198,534 |
|
|
|
193,726 |
|
|
Assumed conversion of dilutive securities |
|
911 |
|
|
|
— |
|
|
Diluted—Average shares outstanding |
|
199,445 |
|
|
|
193,726 |
|
|
Earnings Per Share: |
|
|
|
|
|
|
|
|
Basic |
$ |
0.05 |
|
|
$ |
0.15 |
|
|
Diluted |
$ |
0.05 |
|
|
$ |
0.15 |
|
For the three months ended March 31, 2021, Performance Restricted Stock Units (“PRSUs”) issued to certain executives in March 2021, March 2020 and March 2019 were considered in the computation of dilutive EPS. For the three months ended March 31, 2020, the PRSUs issued in March 2020, March 2019 and March 2018 were anti-dilutive, and therefore, not considered in the computation of diluted EPS. For the three months ended March 31, 2021 and 2020, the Company recorded a mark-to-market adjustment of $5.6 million as expense and $2.2 million as income, respectively, in connection with the PRSUs granted in March 2018. In March 2021, the Company issued 570,295 common shares in settlement of certain PRSUs granted in 2018 and 2020.
13
|
12. |
Subsequent Events |
In April 2021, the Company redeemed all $150.0 million aggregate liquidation preference of its 6.250% Class K Cumulative Redeemable Preferred Shares (the “Class K Preferred Shares”) at a redemption price of $500 per Class K Preferred Share (or $25.00 per depositary share) plus accrued and unpaid dividends of $7.2049 per Class K Preferred Share (or $0.3602 per depositary share). The Company will record a non-cash charge of $5.1 million to net income attributable to common shareholders in the second quarter of 2021, which represents the difference between the redemption price and the carrying amount immediately prior to redemption, which was recorded to additional paid in capital upon original issuance.
14
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides readers with a perspective from management on the financial condition, results of operations and liquidity of SITE Centers Corp. and its related consolidated real estate subsidiaries (collectively, the “Company” or “SITE Centers”) and other factors that may affect the Company’s future results. The Company believes it is important to read the MD&A in conjunction with its Annual Report on Form 10-K for the year ended December 31, 2020, as well as other publicly available information.
EXECUTIVE SUMMARY
The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”) in the business of acquiring, owning, developing, redeveloping, leasing and managing shopping centers. As of March 31, 2021, the Company’s portfolio consisted of 138 shopping centers (including 60 shopping centers owned through joint ventures). At March 31, 2021, the Company owned approximately 43.4 million total square feet of gross leasable area (“GLA”) through all its properties (wholly-owned and joint venture) and managed approximately 9.6 million total square feet of GLA owned by Retail Value Inc. (“RVI”). At March 31, 2021, the aggregate occupancy of the Company’s shopping center portfolio was 88.6%, and the average annualized base rent per occupied square foot was $18.39, both on a pro rata basis.
The following provides an overview of the Company’s key financial metrics (see Non-GAAP Financial Measures described later in this section) (in thousands, except per share amounts):
|
|
Three Months |
|
|||||
|
|
Ended March 31, |
|
|||||
|
|
2021 |
|
|
2020 |
|
||
|
Net income attributable to common shareholders |
$ |
10,875 |
|
|
$ |
29,200 |
|
|
FFO attributable to common shareholders |
$ |
49,511 |
|
|
$ |
47,422 |
|
|
Operating FFO attributable to common shareholders |
$ |
55,302 |
|
|
$ |
61,150 |
|
|
Earnings per share – Diluted |
$ |
0.05 |
|
|
$ |
0.15 |
|
For the three months ended March 31, 2021, net income attributable to common shareholders decreased compared to the same period in the prior year, primarily due to lower fee income, lower interest income, lower gain on sale of joint venture interests and higher impairment charges, partially offset by payments of 2020 rental income by cash basis tenants, the lower valuation allowance related to the Company’s preferred investments and lower debt extinguishment costs related to the redemption of the Senior Notes due 2022 in 2020.
In March 2020, the World Health Organization categorized COVID-19 as a pandemic, and it continues to spread throughout the United States and other countries across the world. Beginning in mid-March 2020, federal, state and local governments took various actions to limit the spread of COVID-19, including ordering the temporary closure of non-essential businesses (which included many of the Company’s tenants) and imposing significant social distancing guidelines and restrictions on the continued operations of essential businesses and the subsequent reopening of non-essential businesses. In addition, in order to safeguard the health of its employees and their families, the Company closed all of its offices in March 2020 and successfully transitioned to working remotely. While the Company reopened its Corporate Headquarters in Cleveland, Ohio and select regional offices on a voluntary basis in October 2020, the majority of the Company’s employees continue to work remotely. The Company has not established an official date for employees to return to the office on a full-time basis. To date, the Company’s leasing and administrative operations have not been significantly impacted by the pandemic as the Company’s significant investments in its IT infrastructure and systems in prior years facilitated the transition to a remote working environment.
As of April 16, 2021, all of the Company’s properties remain open and operational with 99% of tenants, at the Company’s share and based on average base rents, open for business. This compares to an open rate low of 45% in April 2020. The theater sector is the primary tenant category that currently is still not fully reopened. The COVID-19 pandemic had no impact on the Company’s collection of rents for the first quarter of 2020, but it had a significant impact on collection of rents for April 2020 through the end of 2020. The Company’s collection rates showed significant improvement in the second half of 2020 and continuing into the first quarter of 2021. A majority of tenants, including tenants previously on the cash basis of accounting, have resumed repaying their monthly rent and are repaying deferred rents from prior periods. The Company had net billed contractual tenant accounts receivable of $12.3 million at March 31, 2021. The Company’s pro rata share of unconsolidated joint ventures’ contractual accounts receivable was $1.3 million at March 31, 2021.
15
The quarterly rent payment rates as of April 16, 2021, determined on a pro rata basis, for assets owned as of March 31, 2021, for each quarterly reporting period since March 2020 and updated for subsequent cash receipts, are reflected as follows:
|
|
Second Quarter 2020 |
|
Third Quarter 2020 |
|
Fourth Quarter 2020 |
|
First Quarter 2021 |
|
As of April 16, 2021 |
84% |
|
89% |
|
95% |
|
96% |
|
As of February 12, 2021 |
79% |
|
88% |
|
94% |
|
N/A |
|
As of October 23, 2020 |
70% |
|
84% |
|
N/A |
|
N/A |
|
As of July 24, 2020 |
64% |
|
N/A |
|
N/A |
|
N/A |
The Company calculates the aggregate percentage of rents paid by comparing the amount of tenant payments received as of the date presented to the amount billed to tenants during the period, which billed amount includes abated rents, rents subject to deferral arrangements and rents owing from bankrupt tenants that were in possession of the space and billed. For the purposes of reporting the percentage of aggregate base rents collected for a given period, when rents subject to deferral arrangements are later paid, those payments are allocated to the period in which the rent was originally owed.
Although rent collection levels continued to improve through March 2021, collection levels remained below historical averages during the first quarter of 2021, and future rent collections may be negatively impacted by any surges in COVID-19 contagion, the discovery of new COVID-19 variants or delays in the administration or effectiveness of COVID-19 vaccines, and any implementation of additional restrictions on tenant businesses as a result thereof. The ultimate impact of the pandemic and secondary social and economic effects on the Company's results of operations, financial position, liquidity and capital resources remains unclear and cannot be reasonably determined or forecasted at this time. For a further discussion of the impact of the COVID-19 pandemic on the Company’s business, see “Liquidity, Capital Resources and Financing Activities” and “Economic Conditions” included in this section and Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
Company Activity
The growth opportunities within the Company’s core property operations include rental rate increases, continued lease-up of the portfolio, and the adaptation of existing square footage to generate higher blended rental rates and operating cash flows. Additional growth opportunities include opportunistic investments and tactical redevelopment. Management intends to use retained cash flow and proceeds from the sale of lower growth assets and other investments and its March 2021 equity offering to fund opportunistic investing and tactical redevelopment activity.
In February 2021, one of the Company’s unconsolidated joint ventures sold its sole asset, which was a parcel of undeveloped land (approximating 70 acres) in Richmond Hill, Ontario. The Company’s share of net proceeds totaled $22.1 million after accounting for customary closing costs and foreign currency translation.
In March 2021, the Company issued 17.25 million common shares resulting in net proceeds of $225.5 million which were used in part, in April 2021 to redeem all of its 6.250% Class K Cumulative Redeemable Preferred Shares (the “Class K Preferred Shares”) having an aggregate liquidation preference of $150.0 million.
During the first three months of 2021, the Company sold a land parcel and the Hobby Lobby pad of a shopping center for an aggregate sales price of $11.5 million.
Company Operational Highlights
During the three months ended March 31, 2021, the Company completed the following operational activities:
|
|
• |
Leased approximately 1.0 million square feet of GLA including 59 new leases and 86 renewals for a total of 145 leases. As of March 31, 2021, the remaining 2021 lease expirations aggregated approximately 1.3 million square feet of GLA (representing approximately 60% of total annualized base rent of 2021 expiring leases as of December 31,2020), as compared to 2.1 million square feet of GLA as of December 31, 2020; |
|
|
• |
At December 31, 2020, the Company had 345 leases expiring in 2021, with an average base rent per square foot of $19.59, on a pro rata basis. For the comparable leases executed in the three months ended March 31, 2021, the Company generated positive leasing spreads on a pro rata basis of 14.9% for new leases and negative leasing spreads of 4.2% 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. Renewal spreads in the first quarter of 2021 were impacted by the Company’s decision to prioritize occupancy. The Company may experience additional pressure on leasing spreads in future quarters in order to maintain occupancy. The Company’s leasing spread calculation includes only those deals that |
16
|
|
were executed within one year of the date the prior tenant vacated, and as a result, is a good benchmark to compare the average annualized base rent of expiring leases with the comparable executed market rental rates; |
|
|
• |
The Company’s total portfolio average annualized base rent per square foot decreased to $18.39 at March 31, 2021, on a pro rata basis, as compared to $18.50 at December 31, 2020 and $18.49 at March 31, 2020 due to the impact of the strategic renewals discussed above; |
|
|
• |
The aggregate occupancy of the Company’s operating shopping center portfolio was 88.6% at March 31, 2021, on a pro rata basis, as compared to 89.0% at December 31, 2020 and 90.1% at March 31, 2020; the occupancy decline since December 2020 was primarily due to the sale of a portion of a shopping center that was 100% occupied as well as two anchor tenant lease expirations and |
|
|
• |
For new leases executed during the three months ended March 31, 2021, the Company expended a weighted-average cost of tenant improvements and lease commissions estimated at $7.65 per rentable square foot, on a pro rata basis, over the lease term, as compared to $6.81 per rentable square foot in 2020. The Company generally does not expend a significant amount of capital on lease renewals. |
2021 RESULTS OF OPERATIONS
Consolidated shopping center properties owned as of January 1, 2020, but excluding properties under development or redevelopment and those sold by the Company, are referred to herein as the “Comparable Portfolio Properties.”
Revenues from Operations (in thousands)
|
|
Three Months |
|
|
|
|
|
|||||
|
|
Ended March 31, |
|
|
|
|
|
|||||
|
|
2021 |
|
|
2020 |
|
|
$ Change |
|
|||
|
Rental income(A) |
$ |
119,890 |
|
|
$ |
112,529 |
|
|
$ |
7,361 |
|
|
Fee and other income(B) |
|
8,249 |
|
|
|
16,781 |
|
|
|
(8,532 |
) |
|
Total revenues |
$ |
128,139 |
|
|
$ |
129,310 |
|
|
$ |
(1,171 |
) |
|
(A) |
The following table summarizes the key components of the 2021 rental income as compared to 2020 (in thousands): |
|
|
|
Three Months |
|
|
|
|
|
|||||
|
|
|
Ended March 31, |
|
|
|
|
|
|||||
|
Contractual Lease Payments |
|
2021 |
|
|
2020 |
|
|
$ Change |
|
|||
|
Base and percentage rental income(1) |
|
$ |
86,259 |
|
|
$ |
80,710 |
|
|
$ |
5,549 |
|
|
Recoveries from tenants(2) |
|
|
30,595 |
|
|
|
27,199 |
|
|
|
3,396 |
|
|
Uncollectible revenue(3) |
|
|
1,398 |
|
|
|
(489 |
) |
|
|
1,887 |
|
|
Lease termination fees, ancillary and other rental income |
|
|
1,638 |
|
|
|
5,109 |
|
|
|
(3,471 |
) |
|
Total contractual lease payments |
|
$ |
119,890 |
|
|
$ |
112,529 |
|
|
$ |
7,361 |
|
|
|
(1) |
The changes in base and percentage rental income were due to the following (in millions): |
|
|
|
Increase (Decrease) |
|
|
|
Comparable Portfolio Properties |
|
$ |
(1.7 |
) |
|
Acquisition of shopping centers |
|
|
6.0 |
|
|
Redevelopment properties |
|
|
0.2 |
|
|
Straight-line rents |
|
|
1.0 |
|
|
Total |
|
$ |
5.5 |
|
17
For the three months ended March 31, 2021, the increase in straight-line rents relative to the first quarter of 2020 was due to charges recorded by the Company in March 2020 to straight-line revenue primarily related to write-offs associated with credit risk tenants primarily triggered by the impacts of the COVID-19 pandemic.
The following tables present the statistics for the Company’s assets affecting base and percentage rental income summarized by the following portfolios: pro rata combined shopping center portfolio, wholly-owned shopping center portfolio and joint venture shopping center portfolio.
|
|
Wholly-Owned Shopping Centers March 31, |
|
|||||
|
|
2021 |
|
|
2020 |
|
||
|
Centers owned |
|
78 |
|
|
|
69 |
|
|
Aggregate occupancy rate |
|
89.0 |
% |
|
|
90.2 |
% |
|
Average annualized base rent per occupied square foot |
$ |
18.62 |
|
|
$ |
18.86 |
|
|
|
Joint Venture Shopping Centers March 31, |
|
|||||
|
|
2021 |
|
|
2020 |
|
||
|
Centers owned |
|
60 |
|
|
|
79 |
|
|
Aggregate occupancy rate |
|
86.8 |
% |
|
|
89.0 |
% |
|
Average annualized base rent per occupied square foot |
$ |
15.24 |
|
|
$ |
15.10 |
|
At March 31, 2021 and 2020, the wholly-owned Comparable Portfolio Properties’ aggregate occupancy rate was 91.2% and 92.7%, respectively, and the average annualized base rent per occupied square foot was $18.79 and $18.77, respectively.
|
|
(2) |
Recoveries from tenants for the Comparable Portfolio Properties were approximately 79.7% and 79.1% of reimbursable operating expenses and real estate taxes for the three months ended March 31, 2021 and 2020, respectively. |
|
|
(3) |
Primarily relates to the impact of the COVID-19 pandemic on rent collections including the impact of lease modification accounting and tenants on the cash basis of accounting due to collectability concerns. For the three months ended March 31, 2021, net amount reported was income primarily due to rental income paid in 2021 related to outstanding receivables in 2020 from tenants on the cash basis of accounting. |
|
(B) |
Decrease primarily relates to the transfer and redemption of two joint ventures in the fourth quarter of 2020 and the sale of a third joint venture in the first quarter of 2020. The components of Fee and Other Income are presented in Note 2, “Revenue Recognition,” to the Company’s consolidated financial statements included herein. Changes in the number of assets under management, including the number of assets owned by RVI, or the fee structures applicable to such arrangements will impact the amount of revenue recorded in future periods. Such changes could occur because the Company’s property management agreements contain termination provisions and RVI and the Company’s joint venture partners could dispose of shopping centers under the Company’s management. 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. |
18
Expenses from Operations (in thousands)
|
|
Three Months |
|
|
|
|
|
|||||
|
|
Ended March 31, |
|
|
|
|
|
|||||
|
|
2021 |
|
|
2020 |
|
|
$ Change |
|
|||
|
Operating and maintenance(A) |
$ |
20,216 |
|
|
$ |
18,480 |
|
|
$ |
1,736 |
|
|
Real estate taxes(A) |
|
19,664 |
|
|
|
17,657 |
|
|
|
2,007 |
|
|
Impairment charges(B) |
|
7,270 |
|
|
|
— |
|
|
|
7,270 |
|
|
General and administrative(C) |
|
17,395 |
|
|
|
11,376 |
|
|
|
6,019 |
|
|
Depreciation and amortization(A) |
|
45,560 |
|
|
|
42,993 |
|
|
|
2,567 |
|
|
|
$ |
110,105 |
|
|
$ |
90,506 |
|
|
$ |
19,599 |
|
|
(A) |
The changes were due to the following (in millions): |
|
|
|
Operating and Maintenance |
|
|
Real Estate Taxes |
|
|
Depreciation and Amortization |
|
|||
|
Comparable Portfolio Properties |
|
$ |
0.2 |
|
|
$ |
0.3 |
|
|
$ |
(2.6 |
) |
|
Acquisition of shopping centers |
|
|
1.5 |
|
|
|
1.9 |
|
|
|
4.7 |
|
|
Redevelopment properties |
|
|
— |
|
|
|
(0.2 |
) |
|
|
0.5 |
|
|
|
|
$ |
1.7 |
|
|
$ |
2.0 |
|
|
$ |
2.6 |
|
Change in depreciation and amortization for the Comparable Portfolio Properties is a result of accelerated depreciation from tenant bankruptcies in 2020.
|
(B) |
Changes in (i) an asset’s expected future undiscounted cash flows due to changes in market or leasing conditions, (ii) various courses of action that may occur or (iii) holding periods could result in the recognition of additional impairment charges. Impairment charges are presented in Note 10 “Impairment Charges and Reserves,” to the Company’s consolidated financial statements included herein. |
|
(C) |
General and administrative expenses (including mark-to-market activity for the PRSUs) for the three months ended March 31, 2021 and 2020 were approximately 8.0% and 4.2% of total revenues (excluding uncollectible revenue), respectively, including total revenues of unconsolidated joint ventures and managed properties for the comparable periods. For the three months ended March 31, 2021 and 2020, the Company recorded $5.6 million of expense and $2.2 million of income, respectively, related to the mark-to-market adjustment for certain PRSUs which were granted in 2018 and settled in March 2021. Excluding this mark‑to‑market activity, general and administrative expenses for the three months ended March 31, 2021 and 2020 were 5.4% and 5.1%, respectively, of total revenues. The Company continues to expense certain internal leasing salaries, legal salaries and related expenses associated with leasing and re-leasing of existing space. |
Other Income and Expenses (in thousands)
|
|
Three Months |
|
|
|
|
|
|||||
|
|
Ended March 31, |
|
|
|
|
|
|||||
|
|
2021 |
|
|
2020 |
|
|
$ Change |
|
|||
|
Interest expense(A) |
$ |
(19,395 |
) |
|
$ |
(20,587 |
) |
|
$ |
1,192 |
|
|
Other expense, net(B) |
|
(366 |
) |
|
|
(13,924 |
) |
|
|
13,558 |
|
|
|
$ |
(19,761 |
) |
|
$ |
(34,511 |
) |
|
$ |
14,750 |
|
|
(A) |
The weighted-average debt outstanding and related weighted-average interest rate are as follows: |
|
|
|
Three Months |
|
|||||
|
|
|
Ended March 31, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
Weighted-average debt outstanding (in billions) |
|
$ |
1.9 |
|
|
$ |
2.0 |
|
|
Weighted-average interest rate |
|
|
4.0 |
% |
|
|
4.0 |
% |
The Company’s overall balance sheet strategy is to continue to maintain liquidity and low leverage. The weighted-average interest rate (based on contractual rates and excluding fair market value of adjustments and debt issuance costs) was 3.9% and 3.4% at March 31, 2021 and 2020, respectively.
19
Interest costs capitalized in conjunction with redevelopment projects were $0.1 million and $0.3 million for the three months ended March 31, 2021 and 2020, respectively. The decrease in the amount of interest costs capitalized is a result of a reduction in redevelopment activity as a result of the COVID‑19 pandemic.
|
(B) |
Decrease as a result of lower debt extinguishment costs related to the redemption of the Senior Notes due 2022 in 2020 partially offset by interest income recorded in 2020 as a result of the transfer and redemption of the preferred equity investments in two joint ventures in the fourth quarter of 2020. |
Other Items (in thousands)
|
|
Three Months |
|
|
|
|
|
|||||
|
|
Ended March 31, |
|
|
|
|
|
|||||
|
|
2021 |
|
|
2020 |
|
|
$ Change |
|
|||
|
Equity in net income of joint ventures(A) |
$ |
4,385 |
|
|
$ |
2,171 |
|
|
$ |
2,214 |
|
|
Reserve of preferred equity interests, net(B) |
|
— |
|
|
|
(18,057 |
) |
|
|
18,057 |
|
|
Gain on sale of joint venture interest(C) |
|
13,908 |
|
|
|
45,681 |
|
|
|
(31,773 |
) |
|
(Loss) gain on disposition of real estate, net |
|
(20 |
) |
|
|
773 |
|
|
|
(793 |
) |
|
Tax expense of taxable REIT subsidiaries and state franchise and income taxes |
|
(365 |
) |
|
|
(233 |
) |
|
|
(132 |
) |
|
Income attributable to non-controlling interests, net |
|
(173 |
) |
|
|
(295 |
) |
|
|
122 |
|
|
(A) |
The increase primarily was the result of the gain on sale of undeveloped land in Richmond Hill, Ontario, owned by one of the Company’s joint ventures, discussed below, offset by the transfer and redemption of two joint ventures in the fourth quarter of 2020, the sale of a third joint venture in the first quarter of 2020 and other asset sales in 2020, plus the impact of the COVID-19 pandemic. Joint venture property sales could significantly impact the amount of income or loss recognized in future periods. See Note 3, “Investments in and Advances to Joint Ventures,” in the Company’s consolidated financial statements included herein. |
|
(B) |
Decrease as a result of the transfer and redemption of the preferred equity investments in two joint ventures in the fourth quarter of 2020. |
|
(C) |
In February 2021, one of the Company’s unconsolidated joint ventures sold its sole asset, which was a parcel of undeveloped land (approximating 70 acres) in Richmond Hill, Ontario. The Company’s share of net proceeds totaled $22.1 million, after accounting for customary closing costs and foreign currency translation. The net gain of $13.9 million reported in this line item related to the Company’s promoted interest on the investment disposition, as well as the write-off of the accumulated foreign currency translation. |
Net Income (in thousands)
|
|
Three Months |
|
|
|
|
|
|||||
|
|
Ended March 31, |
|
|
|
|
|
|||||
|
|
2021 |
|
|
2020 |
|
|
$ Change |
|
|||
|
Net income attributable to SITE Centers |
$ |
16,008 |
|
|
$ |
34,333 |
|
|
$ |
(18,325 |
) |
The decrease in net income attributable to SITE Centers as compared to the prior-year period primarily was attributable to lower fee income, lower interest income, lower gains on sale of joint venture interest and higher impairment charges, partially offset by payments of 2020 rental income by cash basis tenants, lower debt extinguishment costs related to the redemption of the Senior Notes due in 2022 in 2020 and lower valuation allowance related to the Company’s preferred investments.
NON-GAAP FINANCIAL MEASURES
Funds from Operations and Operating Funds from Operations
Definition and Basis of Presentation
The Company believes that Funds from Operations (“FFO”) and Operating FFO, both non-GAAP financial measures, provide additional and useful means to assess the financial performance of REITs. FFO and Operating FFO are frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs. The Company also believes that FFO and Operating FFO more appropriately measure the core operations of the Company and provide benchmarks to its peer group.
20
FFO excludes GAAP historical cost depreciation and amortization of real estate and real estate investments, which assume that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions, and many companies use different depreciable lives and methods. Because FFO excludes depreciation and amortization unique to real estate and gains and losses from property dispositions, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, interest costs and acquisition, disposition and development activities. This provides a perspective of the Company’s financial performance not immediately apparent from net income determined in accordance with GAAP.
FFO is generally defined and calculated by the Company as net income (loss) (computed in accordance with GAAP), adjusted to exclude (i) preferred share dividends, (ii) gains and losses from disposition of real estate property and related investments, which are presented net of taxes, (iii) impairment charges on real estate property and related investments, including reserve adjustments of preferred equity interest, (iv) gains and losses from changes in control and (v) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles, equity income (loss) from joint ventures and equity income (loss) from non-controlling interests and adding the Company’s proportionate share of FFO from its unconsolidated joint ventures and non-controlling interests, determined on a consistent basis. The Company’s calculation of FFO is consistent with the definition of FFO provided by NAREIT.
The Company believes that certain charges, income and gains recorded in its operating results are not comparable or reflective of its core operating performance. Operating FFO is useful to investors as the Company removes non-comparable charges, income and gains to analyze the results of its operations and assess performance of the core operating real estate portfolio. As a result, the Company also computes Operating FFO and discusses it with the users of its financial statements, in addition to other measures such as net income (loss) determined in accordance with GAAP and FFO. Operating FFO is generally defined and calculated by the Company as FFO excluding certain charges, income and gains that management believes are not comparable and indicative of the results of the Company’s operating real estate portfolio. Such adjustments include gains/losses on the early extinguishment of debt, certain transaction fee income, transaction costs and other restructuring type costs. The disclosure of these adjustments is regularly requested by users of the Company’s financial statements.
The adjustment for these charges, income and gains may not be comparable to how other REITs or real estate companies calculate their results of operations, and the Company’s calculation of Operating FFO differs from NAREIT’s definition of FFO. Additionally, the Company provides no assurances that these charges, income and gains are non-recurring. These charges, income and gains could be reasonably expected to recur in future results of operations.
These measures of performance are used by the Company for several business purposes and by other REITs. The Company uses FFO and/or Operating FFO in part (i) as a disclosure to improve the understanding of the Company’s operating results among the investing public, (ii) as a measure of a real estate asset company’s performance, (iii) to influence acquisition, disposition and capital investment strategies and (iv) to compare the Company’s performance to that of other publicly traded shopping center REITs.
For the reasons described above, management believes that FFO and Operating FFO provide the Company and investors with an important indicator of the Company’s operating performance. They provide recognized measures of performance other than GAAP net income, which may include non-cash items (often significant). Other real estate companies may calculate FFO and Operating FFO in a different manner.
Management recognizes the limitations of FFO and Operating FFO when compared to GAAP’s net income. FFO and Operating FFO do not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use FFO or Operating FFO as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. Neither FFO nor Operating FFO represents cash generated from operating activities in accordance with GAAP, and neither is necessarily indicative of cash available to fund cash needs. Neither FFO nor Operating FFO should be considered an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. FFO and Operating FFO are simply used as additional indicators of the Company’s operating performance. The Company believes that to further understand its performance, FFO and Operating FFO should be compared with the Company’s reported net income (loss) and considered in addition to cash flows determined in accordance with GAAP, as presented in its consolidated financial statements. Reconciliations of these measures to their most directly comparable GAAP measure of net income (loss) have been provided below.
21
Reconciliation Presentation
FFO and Operating FFO attributable to common shareholders were as follows (in thousands):
|
|
Three Months |
|
|
|
|
|
|||||
|
|
Ended March 31, |
|
|
|
|
|
|||||
|
|
2021 |
|
|
2020 |
|
|
$ Change |
|
|||
|
FFO attributable to common shareholders |
$ |
49,511 |
|
|
$ |
47,422 |
|
|
$ |
2,089 |
|
|
Operating FFO attributable to common shareholders |
|
55,302 |
|
|
|
61,150 |
|
|
|
(5,848 |
) |
The increase in FFO for the three months ended March 31, 2021, primarily was attributable to lower debt extinguishment costs and payments of 2020 rental income in 2021 by cash basis tenants partially offset by lower fee income and lower interest income and the higher mark-to-market expense on the PRSUs. The change in Operating FFO primarily was due to the same factors impacting FFO, except that the add back of debt extinguishments costs resulted in an overall decrease of Operating FFO.
The Company’s reconciliation of net income attributable to common shareholders computed in accordance with GAAP to FFO attributable to common shareholders and Operating FFO attributable to common shareholders is as follows (in thousands). The Company provides no assurances that these charges and gains are non-recurring. These charges and gains could reasonably be expected to recur in future results of operations.
|
|
Three Months |
|
|||||
|
|
Ended March 31, |
|
|||||
|
|
2021 |
|
|
2020 |
|
||
|
Net income attributable to common shareholders |
$ |
10,875 |
|
|
$ |
29,200 |
|
|
Depreciation and amortization of real estate investments |
|
44,188 |
|
|
|
41,619 |
|
|
Equity in net income of joint ventures |
|
(4,385 |
) |
|
|
(2,171 |
) |
|
Joint ventures' FFO(A) |
|
5,435 |
|
|
|
7,143 |
|
|
Non-controlling interests (OP Units) |
|
16 |
|
|
|
28 |
|
|
Impairment of real estate |
|
7,270 |
|
|
|
— |
|
|
Reserve of preferred equity interests |
|
— |
|
|
|
18,057 |
|
|
Gain on sale of joint venture interest |
|
(13,908 |
) |
|
|
(45,681 |
) |
|
Loss (gain) on disposition of real estate, net |
|
20 |
|
|
|
(773 |
) |
|
FFO attributable to common shareholders |
|
49,511 |
|
|
|
47,422 |
|
|
RVI disposition and refinancing fees |
|
— |
|
|
|
(1,556 |
) |
|
Mark-to-market adjustment (PRSUs) |
|
5,589 |
|
|
|
(2,167 |
) |
|
Debt extinguishment and other, net |
|
202 |
|
|
|
17,409 |
|
|
Joint ventures – debt extinguishment and other, net |
|
— |
|
|
|
42 |
|
|
Non-operating items, net |
|
5,791 |
|
|
|
13,728 |
|
|
Operating FFO attributable to common shareholders |
$ |
55,302 |
|
|
$ |
61,150 |
|
|
|
(A) |
At March 31, 2021 and 2020, the Company had an economic investment in unconsolidated joint ventures which owned 59 and 78 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. |
Joint ventures’ FFO and Operating FFO are summarized as follows (in thousands):
|
|
Three Months |
|
|||||
|
|
Ended March 31, |
|
|||||
|
|
2021 |
|
|
2020 |
|
||
|
Net income (loss) attributable to unconsolidated joint ventures |
$ |
33,516 |
|
|
$ |
(18,654 |
) |
|
Depreciation and amortization of real estate investments |
|
17,117 |
|
|
|
30,104 |
|
|
Impairment of real estate |
|
— |
|
|
|
31,720 |
|
|
Gain on disposition of real estate, net |
|
(28,401 |
) |
|
|
(8,906 |
) |
|
FFO |
$ |
22,232 |
|
|
$ |
34,264 |
|
|
FFO at SITE Centers' ownership interests |
$ |
5,435 |
|
|
$ |
7,143 |
|
|
Operating FFO at SITE Centers' ownership interests |
$ |
5,435 |
|
|
$ |
7,185 |
|
22
Net Operating Income and Same Store Net Operating Income
Definition and Basis of Presentation
The Company uses Net Operating Income (“NOI”), which is a non-GAAP financial measure, as a supplemental performance measure. NOI is calculated as property revenues less property-related expenses. The Company believes NOI provides useful information to investors regarding the Company’s financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level and, when compared across periods, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and disposition activity on an unleveraged basis.
The Company also presents NOI information on a same store basis, or Same Store Net Operating Income (“SSNOI”). The Company defines SSNOI as property revenues less property-related expenses, which exclude straight-line rental income (including reimbursements) and expenses, lease termination income, management fee expense, fair market value of leases and expense recovery adjustments. SSNOI includes assets owned in comparable periods (15 months for quarter comparisons). In addition, SSNOI is presented both including and excluding activity associated with development and major redevelopment. In addition, SSNOI excludes all non-property and corporate level revenue and expenses. Other real estate companies may calculate NOI and SSNOI in a different manner. The Company believes SSNOI at its effective ownership interest provides investors with additional information regarding the operating performances of comparable assets because it excludes certain non-cash and non-comparable items as noted above. SSNOI is frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs.
SSNOI is not, and is not intended to be, a presentation in accordance with GAAP. SSNOI information has its limitations as it excludes any capital expenditures associated with the re-leasing of tenant space or as needed to operate the assets. SSNOI does not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use SSNOI as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. SSNOI does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs. SSNOI should not be considered as an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. A reconciliation of NOI and SSNOI to their most directly comparable GAAP measure of net income (loss) is provided below.
23
Reconciliation Presentation
The Company’s reconciliation of net income computed in accordance with GAAP to NOI and SSNOI for the Company at 100% and at its effective ownership interest of the assets is as follows (in thousands):
|
|
For the Three Months Ended March 31, |
|
|||||||||||||
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
|
At 100% |
|
|
At the Company's Interest |
|
||||||||||
|
Net income attributable to SITE Centers |
$ |
16,008 |
|
|
$ |
34,333 |
|
|
$ |
16,008 |
|
|
$ |
34,333 |
|
|
Fee income |
|
(8,152 |
) |
|
|
(15,228 |
) |
|
|
(8,152 |
) |
|
|
(15,228 |
) |
|
Interest expense |
|
19,395 |
|
|
|
20,587 |
|
|
|
19,395 |
|
|
|
20,587 |
|
|
Depreciation and amortization |
|
45,560 |
|
|
|
42,993 |
|
|
|
45,560 |
|
|
|
42,993 |
|
|
General and administrative |
|
17,395 |
|
|
|
11,376 |
|
|
|
17,395 |
|
|
|
11,376 |
|
|
Other expense, net |
|
366 |
|
|
|
13,924 |
|
|
|
366 |
|
|
|
13,924 |
|
|
Impairment charges |
|
7,270 |
|
|
|
— |
|
|
|
7,270 |
|
|
|
— |
|
|
Equity in net income of joint ventures |
|
(4,385 |
) |
|
|
(2,171 |
) |
|
|
(4,385 |
) |
|
|
(2,171 |
) |
|
Reserve of preferred equity interests |
|
— |
|
|
|
18,057 |
|
|
|
— |
|
|
|
18,057 |
|
|
Tax expense |
|
365 |
|
|
|
233 |
|
|
|
365 |
|
|
|
233 |
|
|
Gain on sale of joint venture interest |
|
(13,908 |
) |
|
|
(45,681 |
) |
|
|
(13,908 |
) |
|
|
(45,681 |
) |
|
Loss (gain) on disposition of real estate, net |
|
20 |
|
|
|
(773 |
) |
|
|
20 |
|
|
|
(773 |
) |
|
Income from non-controlling interests |
|
173 |
|
|
|
295 |
|
|
|
173 |
|
|
|
295 |
|
|
Consolidated NOI |
$ |
80,107 |
|
|
$ |
77,945 |
|
|
$ |
80,107 |
|
|
$ |
77,945 |
|
|
SITE Centers' consolidated joint venture |
|
— |
|
|
|
— |
|
|
|
(368 |
) |
|
|
(476 |
) |
|
Consolidated NOI, net of non-controlling interests |
$ |
80,107 |
|
|
$ |
77,945 |
|
|
$ |
79,739 |
|
|
$ |
77,469 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from unconsolidated joint ventures |
$ |
33,516 |
|
|
$ |
(18,654 |
) |
|
$ |
4,378 |
|
|
$ |
1,981 |
|
|
Interest expense |
|
10,947 |
|
|
|
17,755 |
|
|
|
2,701 |
|
|
|
3,329 |
|
|
Depreciation and amortization |
|
17,117 |
|
|
|
30,104 |
|
|
|
3,884 |
|
|
|
5,196 |
|
|
Impairment charges |
|
— |
|
|
|
31,720 |
|
|
|
— |
|
|
|
1,586 |
|
|
Preferred share expense |
|
— |
|
|
|
4,530 |
|
|
|
— |
|
|
|
227 |
|
|
Other expense, net |
|
2,964 |
|
|
|
4,657 |
|
|
|
742 |
|
|
|
936 |
|
|
Gain on disposition of real estate, net |
|
(28,401 |
) |
|
|
(8,906 |
) |
|
|
(2,841 |
) |
|
|
(1,739 |
) |
|
Unconsolidated NOI |
$ |
36,143 |
|
|
$ |
61,206 |
|
|
$ |
8,864 |
|
|
$ |
11,516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Consolidated + Unconsolidated NOI |
|
|
|
|
|
|
|
|
$ |
88,603 |
|
|
$ |
88,985 |
|
|
Less: Non-Same Store NOI adjustments |
|
|
|
|
|
|
|
|
|
1,102 |
|
|
|
1,973 |
|
|
Total SSNOI including redevelopment |
|
|
|
|
|
|
|
|
$ |
89,705 |
|
|
$ |
90,958 |
|
|
Less: Redevelopment Same Store NOI adjustments |
|
|
|
|
|
|
|
|
|
(3,191 |
) |
|
|
(2,572 |
) |
|
Total SSNOI excluding redevelopment |
|
|
|
|
|
|
|
|
$ |
86,514 |
|
|
$ |
88,386 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SSNOI % Change including redevelopment |
|
|
|
|
|
|
|
|
|
(1.4 |
%) |
|
|
|
|
|
SSNOI % Change excluding redevelopment |
|
|
|
|
|
|
|
|
|
(2.1 |
%) |
|
|
|
|
The decrease in SSNOI at the Company’s effective ownership interest for the three months ended March 31, 2021 as compared to 2020, primarily was due to the impact of the COVID-19 pandemic (including the impact of placing an increased number of tenants on the cash basis of accounting since the first quarter of 2020), tenant bankruptcies and decreased tenant settlements that were not offset entirely by the favorable impact of current quarter cash receipts of 2020 billings to cash basis tenants.
LIQUIDITY, CAPITAL RESOURCES AND FINANCING ACTIVITIES
The Company periodically evaluates opportunities to issue and sell additional debt or equity securities, obtain credit facilities from lenders or repurchase or refinance long-term debt as part of its overall strategy to further strengthen its financial position. The Company remains committed to monitoring liquidity and maintaining low leverage in an effort to lower its overall risk profile.
The Company’s consolidated and unconsolidated debt obligations generally require monthly or semi-annual payments of principal and/or interest over the term of the obligation. While the Company currently believes it has several viable sources to obtain capital and fund its business, including capacity under its credit facilities described below, no assurance can be provided that these obligations will be refinanced or repaid as currently anticipated.
24
The Company has historically accessed capital sources through both the public and private markets. Acquisitions and redevelopments are generally financed through cash provided from operating activities, Revolving Credit Facilities (as defined below), mortgages assumed, secured debt, unsecured debt, common and preferred equity offerings, joint venture capital and asset sales. Total consolidated debt outstanding was $1.8 billion at March 31, 2021, compared to $1.9 billion at December 31, 2020.
The Company had an unrestricted cash balance of $190.8 million at March 31, 2021, due to the cash proceeds from the March 2021 common stock offering discussed below, no outstanding balance on Revolving Credit Facilities, and accordingly, availability under the Revolving Credit Facilities of $970.0 million (subject to satisfaction of applicable borrowing conditions). The Company has $6.0 million of consolidated mortgage debt, at its share, maturing during the remainder of 2021, $140.6 million of consolidated mortgage debt, at its share, maturing in 2022 and no unsecured debt maturities prior to 2023. The Company’s unconsolidated joint ventures have $89.6 million of mortgage debt at the Company’s share maturing in the remainder of 2021, and $43.7 million of mortgage debt at the Company’s share maturing in 2022. As of March 31, 2021, the Company anticipates that it has approximately $22 million to fund on its pipeline of identified redevelopment projects. The Company declared a dividend of $0.11 per share in the first quarter, which was paid on April 6, 2021. The Company believes it has sufficient liquidity to operate its business at this time.
Revolving Credit Facilities
The Company maintains an unsecured revolving credit facility with a syndicate of financial institutions, arranged by Wells Fargo Securities, LLC, J.P. Morgan Chase Bank, N.A., Citizens Bank, N.A., RBC Capital Markets and U.S. Bank National Association (the “Unsecured Credit Facility.”) The Unsecured Credit Facility provides for borrowings of up to $950 million (which may be increased to $1.45 billion provided that the new lenders agree to existing terms of the facility or existing lenders increase their incremental commitments) and a maturity date of January 2024, with two six-month options to extend the maturity to January 2025 upon the Company’s request (subject to satisfaction of certain conditions). The Company also maintains an unsecured revolving credit facility with PNC Bank, National Association, which provides for borrowings of up to $20 million (the “PNC Facility,” and together with the Unsecured Credit Facility, the “Revolving Credit Facilities”), and has terms substantially the same as those contained in the Unsecured Credit Facility. The Company’s borrowings under the Revolving Credit Facilities bear interest at variable rates at the Company’s election, based on either LIBOR plus a specified spread (0.90% at March 31, 2021), or the Alternate Base Rate, as defined in the respective facility, plus a specified spread (0% at March 31, 2021). The Company also pays an annual facility fee of 20 basis points on the aggregate commitments applicable to each Revolving Credit Facility. The specified spreads and commitment fees vary depending on the Company’s long-term senior unsecured debt ratings from Moody’s Investors Service, Inc. (“Moody’s”), S&P Global Ratings (“S&P”), Fitch Investor Services Inc. (“Fitch”) and their successors.
The Revolving Credit Facilities and the indentures under which the Company’s senior and subordinated unsecured indebtedness are, or may be, issued contain certain financial and operating covenants including, among other things, leverage ratios and debt service coverage and fixed charge coverage ratios, as well as limitations on the Company’s ability to incur secured and unsecured indebtedness, sell all or substantially all of the Company’s assets and engage in mergers and certain acquisitions. These credit facilities and indentures also contain customary default provisions including the failure to make timely payments of principal and interest payable thereunder, the failure to comply with the Company’s financial and operating covenants and the failure of the Company or its majority-owned subsidiaries (i.e., entities in which the Company has a greater than 50% interest) to pay, when due, certain indebtedness in excess of certain thresholds beyond applicable grace and cure periods. In the event the Company’s lenders or note holders declare a default, as defined in the applicable agreements governing the debt, the Company may be unable to obtain further funding and/or an acceleration of any outstanding borrowings may occur. As of March 31, 2021, the Company was in compliance with all of its financial covenants in the agreements governing its debt. Although the Company intends to operate in compliance with these covenants, if the Company were to violate these covenants, the Company may be subject to higher finance costs and fees or accelerated maturities. The Company is closely monitoring the impact of the COVID-19 pandemic on its business and the Company believes it will continue to operate in compliance with these covenants.
Consolidated Indebtedness – as of March 31, 2021
As discussed above, the Company is committed to maintaining low leverage and may utilize proceeds from equity offerings or the sale of properties or other investments to repay additional debt. These sources of funds could be affected by various risks and uncertainties. No assurance can be provided that the Company’s debt obligations will be refinanced or repaid as currently anticipated. See Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
The Company continually evaluates its debt maturities and, based on management’s assessment, believes it has viable financing and refinancing alternatives. The Company has sought to manage its debt maturities through executing a strategy to extend debt duration, increase liquidity, maintain low leverage and improve the Company’s credit profile with a focus of lowering the Company's balance sheet risk and cost of capital.
25
Unconsolidated Joint Ventures’ Mortgage Indebtedness – as of March 31, 2021
The outstanding indebtedness of the Company’s unconsolidated joint ventures at March 31, 2021, which matures in the subsequent 13-month period (i.e. through April 30, 2022), is as follows (in millions):
|
|
Outstanding at March 31, 2021 |
|
|
At SITE Centers' Share |
|
||
|
DDR Domestic Retail Fund I(A) |
$ |
274.2 |
|
|
$ |
54.8 |
|
|
RVIP IIIB(B) |
|
63.4 |
|
|
|
16.3 |
|
|
Sun Center Limited(C) |
|
19.0 |
|
|
|
15.1 |
|
|
DDR SAU Retail Fund LLC(D) |
|
16.9 |
|
|
|
3.4 |
|
|
Total debt maturities through April 2022 |
$ |
373.5 |
|
|
$ |
89.6 |
|
|
|
(A) |
Expected to be extended at the joint venture’s option in accordance with the loan agreement. |
|
|
(B) |
Expected to be refinanced. |
|
|
(C) |
Expected to enter into an extension agreement with the lender or refinanced. |
|
|
(D) |
Expected to enter into an extension agreement with the lender. |
Subject to the uncertain impact of the COVID-19 pandemic on capital and transactions markets, it is expected that the joint ventures will fund these obligations from refinancing opportunities, including extension options or possible asset sales. No assurance can be provided that these obligations will be refinanced or repaid as currently anticipated. Similar to SITE Centers, the Company’s joint ventures experienced a reduction in rent collections, beginning in the second quarter of 2020, as a result of the impact of the COVID-19 pandemic. Depending on the duration of the impact of the COVID‑19 pandemic, and subject to discussions with applicable lenders, reduced rent collections may cause one or more of these joint ventures to be unable to satisfy applicable covenants, financial tests, debt service requirements or loan maturity extension conditions in the future, thereby allowing the mortgage lender to assume control of property cash flows, limit distributions of cash to joint venture members, declare a default, increase the interest rate or accelerate the loan’s maturity.
Cash Flow Activity
The Company’s cash flow activities are summarized as follows (in thousands):
|
|
Three Months |
|
|||||
|
|
Ended March 31, |
|
|||||
|
|
2021 |
|
|
2020 |
|
||
|
Cash flow provided by operating activities |
$ |
56,110 |
|
|
$ |
35,850 |
|
|
Cash flow provided by investing activities |
|
10,539 |
|
|
|
129,139 |
|
|
Cash flow provided by financing activities |
|
52,639 |
|
|
|
330,234 |
|
Changes in cash flow for the three months ended March 31, 2021, compared to the prior comparable period, are as follows:
Operating Activities: Cash provided by operating activities increased $20.3 million primarily due to the following:
|
|
• |
Increase in cash collected from tenants and |
|
|
• |
Reduction in fees earned from joint ventures and managed properties. |
Investing Activities: Cash provided by investing activities decreased $118.6 million primarily due to the following:
|
|
• |
Decrease in proceeds from disposition of real estate and joint venture interests of $114.2 million and |
|
|
• |
Decrease in net cash distributions from joint ventures of $1.8 million. |
Financing Activities: Cash provided by financing activities decreased $277.6 million primarily due to the following:
|
|
• |
Decrease in debt proceeds net of repayments of $536.6 million; |
|
|
• |
Decrease in dividends paid of $29.2 million and |
|
|
• |
Increase in proceeds from the March 2021 common share offering, ($225.5 million net of expenses). |
RVI Preferred Shares
In 2018, RVI issued to the Company 1,000 shares of its series A preferred stock (the “RVI Preferred Shares”), which are noncumulative and have no mandatory dividend rate or maturity date. The RVI Preferred Shares rank, with respect to dividend rights and rights upon liquidation, dissolution or winding up of RVI, senior in preference and priority to RVI’s common shares and any other class or series of RVI capital stock. Subject to the requirement that RVI distribute to its common shareholders the minimum amount
26
required to be distributed with respect to any taxable year in order for RVI to maintain its status as a REIT and to avoid U.S. federal income taxes, the RVI Preferred Shares will be entitled to a dividend preference for all dividends declared on RVI’s capital stock at any time up to a “preference amount” equal to $190 million in the aggregate, which amount may increase by up to an additional $10 million if the aggregate gross proceeds of RVI asset sales subsequent to July 1, 2018, exceeds $2.0 billion. Notwithstanding the foregoing, the RVI Preferred Shares are entitled to receive dividends only when, as and if declared by the Board of Directors of RVI, and RVI’s ability to pay dividends is subject to any restrictions set forth in the terms of its indebtedness.
Dividend Distribution
The Company declared common and preferred cash dividends of $28.3 million and $44.0 million for the three months ended March 31, 2021 and 2020, respectively. The Company intends to distribute at least 100% of ordinary taxable income in the form of common and preferred dividends with respect to the year ending December 31, 2021 in order to maintain compliance with REIT requirements and in order to not incur federal income taxes (excluding federal income taxes applicable to its taxable REIT subsidiary activities).
The Company declared a quarterly cash dividend of $0.11 per common share for the three months ended March 31, 2021, which was paid on April 6, 2021. The Board of Directors intends to monitor the Company’s dividend policy in order to maintain sufficient liquidity during the pendency of the COVID-19 pandemic and in order to maximize the Company’s free cash flow while still adhering to REIT payout requirements.
Common Shares and Common Share Repurchase Program
In March 2021, the Company issued 17.25 million common shares resulting in net proceeds of $225.5 million which were used in part, in April 2021 to redeem all of its Class K Preferred Shares having an aggregate liquidation preference of $150.0 million.
The Company has a $250.0 million continuous equity program. At April 19, 2021, the Company had all $250.0 million available for the future issuance of common shares under that program.
In November 2018, the Company’s Board of Directors authorized a common share repurchase program. Under the terms of the program, the Company may purchase up to a maximum value of $100 million of its common shares. Through April 19, 2021, the Company had repurchased 5.1 million of its common shares under this program in open market transactions at an aggregate cost of approximately $57.9 million, or $11.33 per share.
SOURCES AND USES OF CAPITAL
Strategic Transaction Activity
The Company remains committed to monitoring liquidity and maintaining low leverage in an effort to lower its overall risk profile. Equity offerings, asset sales and proceeds from the repayment of other investments continue to represent a potential source of proceeds to be used to achieve these objectives.
Equity Transactions
In March 2021, the Company issued 17.25 million common shares resulting in net proceeds of $225.5 million.
In April 2021, the Company redeemed all $150.0 million aggregate liquidation preference of its Class K Preferred Shares at a redemption price of $500 per Class K Preferred Share (or $25.00 per depositary share) plus accrued and unpaid dividends of $7.2049 per Class K Preferred Share (or $0.3602 per depositary share). The Company will record a non-cash charge of $5.1 million to net income attributable to common shareholders in the second quarter of 2021, which represents the difference between the redemption price and the carrying amount immediately prior to redemption, which was recorded to additional paid in capital upon original issuance.
Proceeds from Transactional Activity
During the three months ended March 31, 2021, the Company sold a land parcel and the Hobby Lobby pad of a shopping center. These sales collectively generated proceeds totaling $11.5 million.
In February 2021, one of the Company’s unconsolidated joint ventures sold its sole asset, which was a parcel of undeveloped land (approximating 70 acres) in Richmond Hill, Ontario. The Company’s share of net proceeds totaled $22.1 million, after accounting for customary closing costs and foreign currency translation. The net proceeds include $6.1 million that are held in escrow of which $4.1 million is expected to be released to the Company pending receipt of certain tax clearance certificates from the Canadian taxing authorities, and the remaining $2.0 million is considered contingent and should be released upon final dissolution of
27
the partnership. The Company recorded an aggregate gain on the transaction of $16.7 million which included its $2.8 million share of the gain reported by the joint venture, as well as $13.9 million related to the promoted interest on the disposition of the investment and write-off of the accumulated foreign currency translation. Subsequent to the transaction, the Company has no other direct investments outside the United States.
Changes in investment strategies for assets may impact the Company’s hold-period assumptions for those properties. The disposition of certain assets could result in a loss or impairment recorded in future periods. The Company evaluates all potential sale opportunities taking into account the long-term growth prospects of the assets, the use of proceeds and the impact to the Company’s balance sheet, in addition to the impact on operating results.
Redevelopment Opportunities
One key component of the Company’s long-term strategic plan will be the evaluation of additional redevelopment potential within the portfolio, particularly as it relates to the efficient use of the underlying real estate. The Company will generally commence construction on various redevelopments only after substantial tenant leasing has occurred. At March 31, 2021, the Company anticipates that it has approximately $22 million to fund on its pipeline.
The Company’s consolidated land holdings are classified in two separate line items on the Company’s consolidated balance sheets included herein, (i) Land and (ii) Construction in Progress and Land. At March 31, 2021, the $947.4 million of Land primarily consisted of land that is part of the Company’s shopping center portfolio. However, this amount also includes a small portion of vacant land composed primarily of outlots or expansion pads adjacent to the shopping center properties. Approximately 130 acres of this land, which has a recorded cost basis of approximately $15 million, is available for future development or sale.
Included in Construction in Progress and Land at March 31, 2021 was approximately $4 million of recorded costs related to undeveloped land being marketed for sale for which active construction never commenced or was previously ceased. The Company evaluates these assets each reporting period and records an impairment charge equal to the difference between the current carrying value and fair value when the expected undiscounted cash flows are less than the asset’s carrying value.
Redevelopment Projects
As part of its strategy to expand, improve and re-tenant various properties, at March 31, 2021, the Company had invested approximately $47 million in various consolidated active redevelopment and other projects. The Company’s major redevelopment projects are typically substantially complete within two years of the construction commencement date. At March 31, 2021, the Company’s large-scale shopping center expansion and repurposing projects were as follows (in thousands):
|
Location |
|
Estimated Stabilized Quarter |
|
Estimated Gross Cost |
|
|
Cost Incurred at March 31, 2021 |
|
||
|
1000 Van Ness (San Francisco, California) |
|
4Q21 |
|
$ |
4,810 |
|
|
$ |
— |
|
|
Woodfield Village Green (Chicago, Illinois) |
|
TBD |
|
|
— |
|
|
|
395 |
|
|
Sandy Plains Village (Atlanta, Georgia) |
|
TBD |
|
|
— |
|
|
|
1,396 |
|
|
Perimeter Pointe (Atlanta, Georgia) |
|
TBD |
|
|
— |
|
|
|
1,198 |
|
|
Total |
|
|
|
$ |
4,810 |
|
|
$ |
2,989 |
|
At March 31, 2021, the Company’s tactical redevelopment projects, including outparcels, first generation space and small-scale shopping center expansions and other capital improvements, were as follows (in thousands):
|
Location |
|
Estimated Stabilized Quarter |
|
Estimated Gross Cost |
|
|
Cost Incurred at March 31, 2021 |
|
||
|
Shoppers World (Boston, Massachusetts) |
|
4Q23 |
|
$ |
5,420 |
|
|
$ |
108 |
|
|
University Hills (Denver, Colorado) |
|
4Q23 |
|
|
4,589 |
|
|
|
274 |
|
|
Hamilton Marketplace (Trenton, New Jersey) |
|
4Q22 |
|
|
3,843 |
|
|
|
877 |
|
|
The Collection at Brandon Boulevard (Tampa, Florida) |
|
3Q21 |
|
|
2,020 |
|
|
|
1,609 |
|
|
Chapel Hills (Denver, Colorado) |
|
3Q21 |
|
|
1,424 |
|
|
|
1,247 |
|
|
West Bay Plaza (Cleveland, Ohio) |
|
4Q22 |
|
|
335 |
|
|
|
55 |
|
|
Other Tactical Projects |
|
N/A |
|
|
16,070 |
|
|
|
12,178 |
|
|
Total |
|
|
|
$ |
33,701 |
|
|
$ |
16,348 |
|
No major redevelopment assets have been completed to date in 2021. For tactical redevelopment assets completed in 2021, the assets placed in service were completed at a cost of approximately $400 per square foot.
28
OFF-BALANCE SHEET ARRANGEMENTS
The Company has a number of off-balance sheet joint ventures with varying economic structures. Through these interests, the Company has investments in operating properties. Such arrangements are generally with institutional investors.
The Company’s unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $1.0 billion and $1.4 billion at March 31, 2021 and 2020, respectively (see Item 3. Quantitative and Qualitative Disclosures About Market Risk). Such mortgages are generally non-recourse to the Company and its partners; however, certain mortgages may have recourse to the Company and its partners in certain limited situations, such as misappropriation of funds, impermissible transfer, environmental contamination and material misrepresentations.
CAPITALIZATION
At March 31, 2021, the Company’s capitalization consisted of $1.8 billion of debt, $325.0 million of preferred shares and $2.9 billion of market equity (market equity is defined as common shares and OP Units outstanding multiplied by $13.56, the closing price of the Company’s common shares on the New York Stock Exchange on March 31, 2021), resulting in a debt to total market capitalization ratio of 0.36 to 1.0, as compared to the ratio of 0.63 to 1.0 at March 31, 2020. The closing price of the Company’s common shares on the New York Stock Exchange was $5.21 at March 31, 2020. At March 31, 2021 and 2020, the Company’s total debt consisted of $1.6 billion and $1.5 billion of fixed-rate debt, respectively, and $0.2 billion and $0.8 billion of variable-rate debt, respectively. On April 7, 2021, the Company redeemed all $150 million aggregate liquidation preference of its outstanding Class K Preferred Shares.
It is management’s strategy to have access to the capital resources necessary to manage the Company’s balance sheet and to repay upcoming maturities. Accordingly, the Company may seek to obtain funds through additional debt or equity financings and/or joint venture capital in a manner consistent with its intention to operate with a conservative debt capitalization policy and to reduce the Company’s cost of capital by maintaining an investment grade rating with Moody’s, S&P and Fitch. A security rating is not a recommendation to buy, sell or hold securities, as it may be subject to revision or withdrawal at any time by the rating organization. Each rating should be evaluated independently of any other rating. The Company may not be able to obtain financing on favorable terms, or at all, which may negatively affect future ratings.
The Company’s credit facilities and the indentures under which the Company’s senior and subordinated unsecured indebtedness are, or may be, issued contain certain financial and operating covenants, including, among other things, debt service coverage and fixed charge coverage ratios, as well as limitations on the Company’s ability to incur secured and unsecured indebtedness, sell all or substantially all of the Company’s assets, engage in mergers and certain acquisitions and make distribution to its shareholders. Although the Company intends to operate in compliance with these covenants, if the Company were to violate these covenants, the Company may be subject to higher finance costs and fees or accelerated maturities. In addition, certain of the Company’s credit facilities and indentures permit the acceleration of maturity in the event certain other debt of the Company is in default or has been accelerated. Foreclosure on mortgaged properties or an inability to refinance existing indebtedness would have a negative impact on the Company’s financial condition and results of operations.
CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS
The Company has no consolidated debt maturing until December 2021. The Company expects to fund future maturities from utilization of its Revolving Credit Facilities, proceeds from asset sales and other investments, cash flow from operations and/or additional debt or equity financings. No assurance can be provided that these obligations will be repaid as currently anticipated or refinanced.
RVI Guaranty
In 2018, the Company provided an unconditional guaranty to PNC Bank with respect to any obligations of RVI outstanding from time to time under a $30 million revolving credit agreement entered into by RVI with PNC Bank which matures in February 2022. RVI has agreed to reimburse the Company for any amounts paid by it to PNC Bank pursuant to the guaranty plus interest at a contracted rate and to pay an annual commitment fee to the Company on account of the guaranty.
Other Guaranties
In conjunction with the redevelopment of shopping centers, the Company had entered into commitments with general contractors aggregating approximately $18.6 million for its consolidated properties at March 31, 2021. These obligations, composed principally of construction contracts, are generally due within 12 to 24 months, as the related construction costs are incurred, and are expected to be financed through operating cash flow, asset sales or borrowings under the Revolving Credit Facilities. These contracts typically can be changed or terminated without penalty.
29
The Company routinely enters into contracts for the maintenance of its properties. These contracts typically can be canceled upon 30 to 60 days’ notice without penalty. At March 31, 2021, the Company had purchase order obligations, typically payable within one year, aggregating approximately $1.9 million related to the maintenance of its properties and general and administrative expenses.
ECONOMIC CONDITIONS
Despite bankruptcies and the increase of e-commerce distribution, the Company saw continued demand from a broad range of tenants for its space in early 2020, particularly in the off-price sector, which the Company believes reflects an increasingly value-oriented consumer. This demand was evidenced by leasing activity in January and February of 2020 that was relatively consistent with recent historical levels. The COVID-19 pandemic caused a slowdown in lease activity in March 2020, which continued late into the second quarter of 2020. The Company experienced strong momentum in new lease discussions and renewal negotiations with tenants in the second half of 2020, which continued through the first quarter 2021. Ultimately, the Company executed new leases and renewals aggregating approximately 0.7 million square feet of space for the three months ended March 31, 2021, on a pro rata basis, which exceeded first quarter 2020 leasing levels. Although, there may be some additional disruption among existing tenants due to the continuing impact of the COVID-19 pandemic, the Company believes that recent strong leasing volumes are attributable to the location of the Company’s portfolio in suburban, high household income communities (which have been impacted less by the pandemic on a relative basis) and to national tenants’ increasing emphasis and reliance on physical store locations to improve the spread and efficiency of fulfillment of online purchases.
The Company benefits from a diversified tenant base, with only one tenant whose annualized rental revenue equals or exceeds 3% of the Company’s annualized consolidated revenues plus the Company’s proportionate share of unconsolidated joint venture revenues (TJX Companies at 6.1%). Other significant tenants include Dick’s Sporting Goods, Ulta, Bed Bath & Beyond, Best Buy, Nordstrom Rack, Five Below, Ross Stores, Kroger, Whole Foods and Home Depot, all of which have relatively strong financial positions, have outperformed other retail categories over time and the Company believes remain well-capitalized. Historically these tenants have provided a stable revenue base, and the Company believes that they will continue to provide a stable revenue base going forward, given the long-term nature of these leases. The majority of the tenants in the Company’s shopping centers provide day-to-day consumer necessities with a focus on value and convenience, versus discretionary items, which the Company believes will enable many of its tenants to outperform under a variety of economic conditions. The Company recognizes the risks posed by current economic conditions but believes that the position of its portfolio and the general diversity and credit quality of its tenant base should enable it to successfully navigate through a potentially challenging economic environment. The Company has relatively little reliance on overage or percentage rents generated by tenant sales performance.
The Company believes that its shopping center portfolio is well positioned, as evidenced by its historical property income growth and consistent growth in average annualized base rent per occupied square foot. Historical occupancy has generally ranged from 89% to 96% since the Company’s initial public offering in 1993. At March 31, 2021 and December 31, 2020, the shopping center portfolio occupancy, on a pro rata basis, was 88.6% and 89.0%, respectively, and the total portfolio average annualized base rent per occupied square foot, on a pro rata basis, was $18.39 and $18.50, respectively. The Company’s portfolio has been impacted by tenant bankruptcies and lease expirations (which have increased in number and pace following the onset of the COVID-19 pandemic) and the Company has had to invest capital to re-lease anchor units; however, the per square foot cost to do so has been predominantly consistent with the Company’s historical trends. The weighted-average cost of tenant improvements and lease commissions estimated to be incurred over the expected lease term for new and renewal leases executed during the three months ended March 31, 2021 and 2020, on a pro rata basis, was $2.71 and $1.83 per rentable square foot, respectively. The Company generally does not expend a significant amount of capital on lease renewals.
Beginning in March 2020, the retail sector has been significantly impacted by the COVID-19 pandemic. Though the impact of the COVID-19 pandemic on tenant operations has varied by tenant category, local conditions and applicable government mandates, a significant number of the Company’s tenants experienced a reduction in sales and foot traffic, and many tenants were forced to limit their operations or close their businesses for a period of time. As of April 16, 2021, approximately 99% of the Company’s tenants (at the Company’s share and based on average base rents) were open for business, up from a low of 45% in early April 2020. The COVID-19 pandemic had no impact on the Company’s collection of rents for the first quarter of 2020, but it had a significant impact on collection of rents for April 2020 through March 2021. As of April 16, 2021, the Company’s quarterly rent payment rates, for assets owned at March 31, 2021, determined on a pro rata basis (at the Company’s share), are as follows:
|
|
|
Second Quarter 2020 |
|
|
Third Quarter 2020 |
|
|
Fourth Quarter 2020 |
|
First Quarter 2021 |
|
As of April 16, 2021 |
|
84% |
|
|
89% |
|
|
95% |
|
96% |
For purposes of reporting the percentage of aggregate base rents collected for a given period, when rents subject to deferral arrangements are later paid, those payments are allocated to the period in which the rent was originally owed. The Company calculates the aggregate percentage of rents paid by comparing the amount of tenant payments received as of the date presented to the
30
amount billed to tenants during the period, which billed amount includes abated rents, rents subject to deferral arrangements and rents owing from bankrupt tenants that were in possession of the space and billed.
The Company continues to evaluate its options with respect to tenants with which the Company has not reached satisfactory resolution of unpaid rents and has commenced collection actions against several tenants. In addition, the Company has engaged in discussions with most of its larger tenants that failed to satisfy all or a portion of their rent obligations through March 2021 and has agreed to terms on rent-deferral arrangements (and in a smaller number of cases, rent abatements) with a significant number of tenants. Agreed-upon rent-deferral arrangements relating to 2020 and 2021 base rents that remain unpaid for assets owned as of March 31, 2021, represented the following percentages of quarterly based rents (at the Company’s share), including tenants on a cash basis, compared to what the Company reported in its Annual Report on Form 10-K for the year ended December 31, 2020 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020:
|
|
|
Second Quarter 2020 |
|
|
Third Quarter 2020 |
|
|
Fourth Quarter 2020 |
|
|
First Quarter 2021 |
|
|
As of April 16, 2021 |
|
6% |
|
|
8% |
|
|
1% |
|
|
1% |
|
|
As of February 12, 2021 |
|
11% |
|
|
8% |
|
|
2% |
|
|
N/A |
|
|
As of October 23, 2020 |
|
16% |
|
|
8% |
|
|
N/A |
|
|
N/A |
|
A significant portion of the Company’s tenants are repaying deferred rent pursuant to agreed-upon deferral arrangements resulting in the decrease in the amount of unpaid rent still outstanding. A majority of the remaining deferred rents are expected to be repaid by year-end 2021.
The Company is unable to forecast the duration of the disruption to tenant and Company operations caused by the COVID-19 pandemic or the ultimate level of collections of rents and other unpaid amounts owed by tenants that were deferred or unpaid during 2020. However, the level and pace of collections of such deferred rents and other unresolved amounts exceeded management’s expectations during the first quarter of 2021, especially with respect to collections from tenants previously placed on the cash basis of accounting. If new surges in contagion were to occur, or if new COVID-19 variants were to be discovered which are resistant to vaccines, the Company’s recent success in the collection of deferred rents and unresolved amounts could be adversely impacted and such developments could lead to new restrictions on tenant operations, nonpayment of contractual and previously deferred rents, additional tenant requests for rent relief and additional tenant closures and bankruptcies, all of which could adversely impact the Company’s results of operations in the future. Certain tenant categories remain especially vulnerable to the impacts of the COVID-19 pandemic, including movie theaters, fitness and local restaurants. For additional risks relating to the COVID-19 pandemic, see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
FORWARD-LOOKING STATEMENTS
MD&A should be read in conjunction with the Company’s consolidated financial statements and the notes thereto appearing elsewhere in this report. Historical results and percentage relationships set forth in the Company’s consolidated financial statements, including trends that might appear, should not be taken as indicative of future operations. The Company considers portions of this information to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respect to the Company’s expectations for future periods. Forward-looking statements include, without limitation, statements related to acquisitions (including any related pro forma financial information) and other business development activities, future capital expenditures, financing sources and availability and the effects of environmental and other regulations. Although the Company believes that the expectations reflected in these forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not statements of historical fact should be deemed to be forward-looking statements. Without limiting the foregoing, the words “will,” “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates” and similar expressions are intended to identify forward-looking statements. Readers should exercise caution in interpreting and relying on forward-looking statements because such statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and that could cause actual results to differ materially from those expressed or implied in the forward-looking statements and that could materially affect the Company’s actual results, performance or achievements. For additional factors that could cause the results of the Company to differ materially from those indicated in the forward-looking statements see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The impact of the COVID-19 pandemic may also exacerbate the risks discussed therein and herein, any of which could have a material effect on the Company.
Factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following:
|
|
• |
The Company is subject to general risks affecting the real estate industry, including the need to enter into new leases or renew leases on favorable terms to generate rental revenues, and any economic downturn may adversely affect the ability of |
31
|
|
the Company’s tenants, or new tenants, to enter into new leases or the ability of the Company’s existing tenants to renew their leases at rates at least as favorable as their current rates; |
|
|
• |
The Company could be adversely affected by changes in the local markets where its properties are located, as well as by adverse changes in national economic and market conditions; |
|
|
• |
The Company may fail to anticipate the effects on its properties of changes in consumer buying practices, including sales over the internet and the resulting retailing practices and space needs of its tenants, or a general downturn in its tenants’ businesses, which may cause tenants to close stores or default in payment of rent; |
|
|
• |
The Company is subject to competition for tenants from other owners of retail properties, and its tenants are subject to competition from other retailers and methods of distribution. The Company is dependent upon the successful operations and financial condition of its tenants, in particular its major tenants, and could be adversely affected by the bankruptcy of those tenants; |
|
|
• |
The Company relies on major tenants, which makes it vulnerable to changes in the business and financial condition of, or demand for its space by, such tenants; |
|
|
• |
The Company may not realize the intended benefits of acquisition or merger transactions. The acquired assets may not perform as well as the Company anticipated, or the Company may not successfully integrate the assets and realize improvements in occupancy and operating results. The acquisition of certain assets may subject the Company to liabilities, including environmental liabilities; |
|
|
• |
The Company may fail to identify, acquire, construct or develop additional properties that produce a desired yield on invested capital, or may fail to effectively integrate acquisitions of properties or portfolios of properties. In addition, the Company may be limited in its acquisition opportunities due to competition, the inability to obtain financing on reasonable terms or any financing at all and other factors; |
|
|
• |
The Company may fail to dispose of properties on favorable terms, especially in regions experiencing deteriorating economic conditions. In addition, real estate investments can be illiquid, particularly as prospective buyers may experience increased costs of financing or difficulties obtaining financing due to local or global conditions, and could limit the Company’s ability to promptly make changes to its portfolio to respond to economic and other conditions; |
|
|
• |
The Company may abandon a development or redevelopment opportunity after expending resources if it determines that the opportunity is not feasible due to a variety of factors, including a lack of availability of construction financing on reasonable terms, the impact of the economic environment on prospective tenants’ ability to enter into new leases or pay contractual rent, or the inability of the Company to obtain all necessary zoning and other required governmental permits and authorizations; |
|
|
• |
The Company may not complete development or redevelopment projects on schedule as a result of various factors, many of which are beyond the Company’s control, such as weather, labor conditions, governmental approvals, material shortages or general economic downturn, resulting in limited availability of capital, increased debt service expense and construction costs and decreases in revenue; |
|
|
• |
The Company’s financial condition may be affected by required debt service payments, the risk of default, restrictions on its ability to incur additional debt or to enter into certain transactions under its credit facilities and other documents governing its debt obligations and the risk of downgrades from debt rating services. In addition, the Company may encounter difficulties in obtaining permanent financing or refinancing existing debt. Borrowings under the Company’s Revolving Credit Facilities are subject to certain representations and warranties and customary events of default, including any event that has had or could reasonably be expected to have a material adverse effect on the Company’s business or financial condition; |
|
|
• |
Changes in interest rates could adversely affect the market price of the Company’s common shares, as well as its performance and cash flow; |
|
|
• |
Debt and/or equity financing necessary for the Company to continue to grow and operate its business may not be available or may not be available on favorable terms; |
|
|
• |
Disruptions in the financial markets could affect the Company’s ability to obtain financing on reasonable terms and have other adverse effects on the Company and the market price of the Company’s common shares; |
32
|
|
• |
The Company is subject to complex regulations related to its status as a REIT and would be adversely affected if it failed to qualify as a REIT; |
|
|
• |
The Company must make distributions to shareholders to continue to qualify as a REIT, and if the Company must borrow funds to make distributions, those borrowings may not be available on favorable terms or at all; |
|
|
• |
Joint venture investments may involve risks not otherwise present for investments made solely by the Company, including the possibility that a partner or co-venturer may become bankrupt, may at any time have interests or goals different from those of the Company and may take action contrary to the Company’s instructions, requests, policies or objectives, including the Company’s policy with respect to maintaining its qualification as a REIT. In addition, a partner or co‑venturer may not have access to sufficient capital to satisfy its funding obligations to the joint venture or may seek to terminate the joint venture, resulting in a loss to the Company of property revenues and management fees. The partner could cause a default under the joint venture loan for reasons outside the Company’s control. Furthermore, the Company could be required to reduce the carrying value of its equity investments, including preferred investments, if a loss in the carrying value of the investment is realized; |
|
|
• |
The Company’s decision to dispose of real estate assets, including undeveloped land and construction in progress, would change the holding period assumption in the undiscounted cash flow impairment analyses, which could result in material impairment losses and adversely affect the Company’s financial results; |
|
|
• |
The outcome of pending or future litigation, including litigation with tenants or joint venture partners, may adversely affect the Company’s results of operations and financial condition; |
|
|
• |
Property damage, expenses related thereto, and other business and economic consequences (including the potential loss of revenue) resulting from extreme weather conditions or natural disasters in locations where the Company owns properties may adversely affect the Company’s results of operations and financial condition; |
|
|
• |
Sufficiency and timing of any insurance recovery payments related to damages and lost revenues from extreme weather conditions or natural disasters may adversely affect the Company’s results of operations and financial condition; |
|
|
• |
The Company and its tenants could be negatively affected by the impacts of pandemics and other public health crises, including the COVID-19 pandemic; |
|
|
• |
The Company is subject to potential environmental liabilities; |
|
|
• |
The Company may incur losses that are uninsured or exceed policy coverage due to its liability for certain injuries to persons, property or the environment occurring on its properties; |
|
|
• |
The Company could incur additional expenses to comply with or respond to claims under the Americans with Disabilities Act or otherwise be adversely affected by changes in government regulations, including changes in environmental, zoning, tax and other regulations; |
|
|
• |
Changes in accounting standards or other standards may adversely affect the Company’s business; |
|
|
• |
The Company’s Board of Directors, which regularly reviews the Company’s business strategy and objectives, may change the Company’s strategic plan based on a variety of factors and conditions, including in response to changing market conditions and |
|
|
• |
The Company and its vendors could sustain a disruption, failure or breach of their respective networks and systems, including as a result of cyber-attacks, which could disrupt the Company’s business operations, compromise the confidentiality of sensitive information and result in fines or penalties. |
33
|
Item 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The Company’s primary market risk exposure is interest rate risk. The Company’s debt, excluding unconsolidated joint venture debt, is summarized as follows:
|
|
March 31, 2021 |
|
|
December 31, 2020 |
|
||||||||||||||||||||||||||
|
|
Amount (Millions) |
|
|
Weighted- Average Maturity (Years) |
|
|
Weighted- Average Interest Rate |
|
|
Percentage of Total |
|
|
Amount (Millions) |
|
|
Weighted- Average Maturity (Years) |
|
|
Weighted- Average Interest Rate |
|
|
Percentage of Total |
|
||||||||
|
Fixed-Rate Debt |
$ |
1,593.1 |
|
|
|
4.5 |
|
|
|
4.1 |
% |
|
|
89.5 |
% |
|
$ |
1,602.4 |
|
|
|
4.7 |
|
|
|
4.1 |
% |
|
|
82.9 |
% |
|
Variable-Rate Debt |
$ |
187.4 |
|
|
|
1.3 |
|
|
|
1.7 |
% |
|
|
10.5 |
% |
|
$ |
331.1 |
|
|
|
1.9 |
|
|
|
1.5 |
% |
|
|
17.1 |
% |
The Company’s unconsolidated joint ventures’ indebtedness at its carrying value is summarized as follows:
|
|
March 31, 2021 |
|
|
December 31, 2020 |
|
||||||||||||||||||||||||||
|
|
Joint Venture Debt (Millions) |
|
|
Company's Proportionate Share (Millions) |
|
|
Weighted- Average Maturity (Years) |
|
|
Weighted- Average Interest Rate |
|
|
Joint Venture Debt (Millions) |
|
|
Company's Proportionate Share (Millions) |
|
|
Weighted- Average Maturity (Years) |
|
|
Weighted- Average Interest Rate |
|
||||||||
|
Fixed-Rate Debt |
$ |
756.8 |
|
|
$ |
177.9 |
|
|
|
2.7 |
|
|
|
4.4 |
% |
|
$ |
757.5 |
|
|
$ |
178.2 |
|
|
|
2.9 |
|
|
|
4.4 |
% |
|
Variable-Rate Debt |
$ |
272.4 |
|
|
$ |
54.5 |
|
|
|
0.3 |
|
|
|
2.5 |
% |
|
$ |
272.1 |
|
|
$ |
54.4 |
|
|
|
0.5 |
|
|
|
2.5 |
% |
The Company intends to use retained cash flow, proceeds from asset sales, equity and debt financing and variable-rate indebtedness available under its Revolving Credit Facilities to repay indebtedness and fund capital expenditures at the Company’s shopping centers. Thus, to the extent the Company incurs additional variable-rate indebtedness, its exposure to increases in interest rates in an inflationary period could increase. The Company does not believe, however, that increases in interest expense as a result of inflation will significantly impact the Company’s distributable cash flow.
The carrying value and the fair value of the Company’s fixed-rate debt are adjusted to include the Company’s proportionate share of the joint venture fixed-rate debt. An estimate of the effect of a 100 basis-point increase at March 31, 2021 and December 31, 2020, is summarized as follows (in millions):
|
|
March 31, 2021 |
|
|
|
December 31, 2020 |
|
||||||||||||||||||
|
|
Carrying Value |
|
|
Fair Value |
|
|
100 Basis-Point Increase in Market Interest Rate |
|
|
|
Carrying Value |
|
|
Fair Value |
|
|
100 Basis-Point Increase in Market Interest Rate |
|
||||||
|
Company's fixed-rate debt |
$ |
1,593.1 |
|
|
$ |
1,700.1 |
|
|
$ |
1,633.6 |
|
|
|
$ |
1,602.4 |
|
|
$ |
1,704.0 |
|
|
$ |
1,634.3 |
|
|
Company's proportionate share of joint venture fixed-rate debt |
$ |
177.9 |
|
|
$ |
182.0 |
|
|
$ |
177.9 |
|
|
|
$ |
178.2 |
|
|
$ |
181.6 |
|
|
$ |
177.2 |
|
The sensitivity to changes in interest rates of the Company’s fixed-rate debt was determined using a valuation model based upon factors that measure the net present value of such obligations that arise from the hypothetical estimate as discussed above. A 100 basis-point increase in short-term market interest rates on variable-rate debt at March 31, 2021, would result in an increase in interest expense of approximately $0.5 million for the Company and $0.1 million representing the Company’s proportionate share of the joint ventures’ interest expense relating to variable-rate debt outstanding for the three months ended March 31, 2021. The estimated increase in interest expense for the year does not give effect to possible changes in the daily balance of the Company’s or joint ventures’ outstanding variable-rate debt.
The Company and its joint ventures intend to continually monitor and actively manage interest costs on their variable-rate debt portfolio and may enter into swap positions based on market fluctuations. In addition, the Company believes it has the ability to obtain funds through additional equity and/or debt offerings and joint venture capital. Accordingly, the cost of obtaining such protection agreements versus the Company’s access to capital markets will continue to be evaluated. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. As of March 31, 2021, the Company had no other material exposure to market risk.
34
|
Item 4. |
CONTROLS AND PROCEDURES |
The Company’s management, with the participation of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation, pursuant to Securities Exchange Act of 1934 Rules 13a-15(b) and 15d-15(b), of the effectiveness of our disclosure controls and procedures. Based on their evaluation as required, the CEO and CFO have concluded that the Company’s disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and were effective as of the end of such period to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
During the three months ended March 31, 2021, there were no changes in the Company’s internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
35
PART II
OTHER INFORMATION
|
Item 1. |
LEGAL PROCEEDINGS |
The Company and its subsidiaries are subject to various legal proceedings, which, taken together, are not expected to have a material adverse effect on the Company. The Company is also subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by insurance. While the resolution of all matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations.
|
Item 1A. |
RISK FACTORS |
None.
|
Item 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
ISSUER PURCHASES OF EQUITY SECURITIES
|
|
(a) |
|
|
(b) |
|
|
(c) |
|
|
(d) |
|
||||
|
|
Total Number of Shares Purchased(1) |
|
|
Average Price Paid per Share |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs |
|
||||
|
January 1–31, 2021 |
|
134 |
|
|
$ |
10.12 |
|
|
|
— |
|
|
$ |
— |
|
|
February 1–28, 2021 |
|
38,461 |
|
|
|
12.87 |
|
|
|
— |
|
|
|
— |
|
|
March 1–31, 2021 |
|
293,708 |
|
|
|
13.56 |
|
|
|
— |
|
|
|
— |
|
|
Total |
|
332,303 |
|
|
$ |
13.48 |
|
|
|
— |
|
|
$ |
42.1 |
|
|
(1) |
Common shares surrendered or deemed surrendered to the Company to satisfy statutory minimum tax withholding obligations in connection with the vesting and/or exercise of awards under the Company’s equity-based compensation plans. |
On November 29, 2018, the Company announced that its Board of Directors authorized a common share repurchase program. Under the terms of the program authorized by the Board, the Company may purchase up to a maximum value of $100 million of its common shares and the program has no expiration date. As of April 19, 2021, the Company had repurchased 5.1 million of its common shares in the aggregate at a cost of $57.9 million and a weighted-average cost of $11.33 per share under the program.
|
Item 3. |
DEFAULTS UPON SENIOR SECURITIES |
None.
|
Item 4. |
MINE SAFETY DISCLOSURES |
Not applicable.
|
Item 5. |
OTHER INFORMATION |
None.
36
|
Item 6. |
EXHIBITS |
|
10.1 |
|
|
|
|
|
|
|
10.2 |
|
Form of 2021 Plan Performance-Based Restricted Share Units Award Memorandum – CEO and CFO2 |
|
|
|
|
|
31.1 |
|
|
|
|
|
|
|
31.2 |
|
|
|
|
|
|
|
32.1 |
|
|
|
|
|
|
|
32.2 |
|
|
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document2 |
|
|
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document2 |
|
|
|
|
|
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document2 |
|
|
|
|
|
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document2 |
|
|
|
|
|
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document2 |
|
|
|
|
|
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document2 |
|
|
|
|
|
104 |
|
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 has been formatted in Inline XBRL and included in Exhibit 101. |
|
1 |
Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on Form 8-K filed with the SEC on February 19, 2021. |
|
2 |
Submitted electronically herewith. |
|
3 |
Pursuant to SEC Release No. 34-4751, these exhibits are deemed to accompany this report and are not “filed” as part of this report |
Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020, (ii) Consolidated Statements of Operations for the Three Months Ended March 31, 2021 and 2020, (iii) Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2021 and 2020, (iv) Consolidated Statements of Equity for the Three Months Ended March 31, 2021 and 2020, (v) Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020 and (vi) Notes to Condensed Consolidated Financial Statements.
37
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
SITE CENTERS CORP. |
||||
|
|
|
|
|
|||
|
|
|
By: |
|
/s/ Christa A. Vesy |
||
|
|
|
|
|
Name: |
|
Christa A. Vesy |
|
|
|
|
|
Title: |
|
Executive Vice President
|
|
Date: April 29, 2021 |
|
|
|
|
|
|
38
Exhibit 10.2
SITE CENTERS CORP.
PERFORMANCE-BASED RESTRICTED SHARE UNITS AWARD MEMORANDUM
|
1. Holder: |
__________ (the “Holder”) |
|
2. Plan: |
SITE Centers Corp. 2019 Equity and Incentive Compensation Plan (the “Plan”) |
|
3. Date of Grant: |
__________, 20__ (the “Date of Grant”) |
|
4. Number of Performance-Based Restricted Share Units: |
__________ |
|
5. Purchase Price: |
$_____ |
|
6. Performance Period |
__________, 20__ through __________, 20__ (the “Performance Period”) |
Additional provisions regarding the earning and payment of the performance-based Restricted Share Units subject hereto (the “PRSUs”), and other terms and conditions of the PRSUs, are specified in the attached Performance-Based Restricted Share Units Terms (the “Agreement”). Capitalized terms not defined in this Performance-Based Restricted Share Units Award Memorandum (the “Award Memorandum”) shall have the meaning as defined in the Agreement, or if not defined therein, in the Plan.
ACCEPTANCE OF AWARD
I accept the PRSUs granted to me on the Date of Grant as specified in this Award Memorandum, and I agree to be bound by the terms and conditions of the Award Memorandum, the Agreement and the Plan.
PERFORMANCE-BASED RESTRICTED SHARE UNITS TERMS
SITE Centers Corp., an Ohio corporation (the “Company”), has granted to the Holder named in the Award Memorandum the number of PRSUs set forth in the Award Memorandum effective as of the Date of Grant specified in the Award Memorandum. Subject to the degree of attainment of the Management Objectives described in Section 3 of these terms and conditions (the “Agreement”), as approved by the Committee and distributed to the Holder (the “Statement of Management Objectives”), the Holder may earn a percentage of the PRSUs as described in the Statement of Management Objectives. Each PRSU shall then represent the right of the Holder to receive one Common Share subject to and upon the terms and conditions of this Agreement. The PRSUs have been granted pursuant to the Plan and are subject to all provisions of the Plan and the Award Memorandum, which are hereby incorporated herein by reference, and to the following provisions of this Agreement (capitalized terms not defined in this Agreement shall have the meaning as defined in the Award Memorandum, or if not defined therein, in the Plan):
|
|
1. |
Payment of PRSUs. The PRSUs will become payable in accordance with the provisions of Section 6 of this Agreement if the Restriction Period lapses and the Holder’s right to receive payment for the PRSUs becomes nonforfeitable (“Vest,” “Vesting” or “Vested”) in accordance with Section 3 and Section 4 of this Agreement. |
|
|
2. |
PRSUs Not Transferrable. Subject to Section 15 of the Plan, neither the PRSUs evidenced hereby nor any interest therein or in the Common Shares underlying such PRSUs shall be transferable prior to payment to the Holder pursuant to Section 6 hereof other than by will or pursuant to the laws of descent and distribution, or pursuant to a qualified domestic relations order (as defined in the Code or the Employee Retirement Income Security Act of 1974, as amended). |
|
|
3. |
Vesting of PRSUs. |
|
|
(a) |
Subject to the terms and conditions of Section 4 and Section 5 of this Agreement, the PRSUs will Vest on the basis of the relative achievement of the Management Objectives described in the Statement of Management Objectives approved by the Committee for the PRSUs for the Performance Period specified in the Award Memorandum if the Holder is in the continuous employ of the Company or a Subsidiary from the Date of Grant through the last day of the Performance Period. |
|
|
(b) |
For purposes of this Agreement, the continuous employment of the Holder with the Company or a Subsidiary will not be deemed to have been interrupted, and the Holder shall not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of the transfer of the Holder’s employment among the Company and its Subsidiaries. |
|
|
(a) |
Certain Qualifying Terminations: If the Holder’s employment with the Company or any Subsidiary terminates due to termination by the Company without Cause, |
2
|
|
termination by the Holder for Good Reason, termination by the Company due to the Holder’s Total Disability, or due to the Holder’s death, then, on the date of such termination of employment (notwithstanding anything in the Statement of Management Objectives to the contrary): (i) the PRSUs will be earned on the basis of the relative achievement of the applicable Management Objectives determined in accordance with Section 3(a), except that the Performance Period will be deemed to have ended on the date of such termination of employment; and (ii) the Holder will Vest in the number of PRSUs earned in accordance with Section 4(a)(i). PRSUs that Vest in accordance with this Section 4(a) will be paid as provided for in Section 6 of this Agreement. |
|
|
(b) |
Change in Control. |
|
|
(i) |
If at any time before the PRSUs have Vested or been forfeited, and while the Holder is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then, except to the extent that a Replacement Award is provided to the Holder in accordance with Section 4(b)(ii) to continue, replace or assume the PRSUs covered by this Agreement (the “Replaced Award”), on the date of such Change in Control (notwithstanding anything in the Statement of Management Objectives to the contrary): (A) the PRSUs will be earned on the basis of the relative achievement of the applicable Management Objectives determined in accordance with Section 3(a), except that the Performance Period will be deemed to have ended on the date of such Change in Control; and (B) the Holder will Vest in the number of PRSUs earned in accordance with Section 4(b)(i)(A). PRSUs that Vest in accordance with this Section 4(b)(i) will be paid as provided for in Section 6 of this Agreement. |
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(ii) |
For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., performance-based restricted stock units), (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (D) if the Holder holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Holder under the Code are not less favorable to such Holder than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Holder holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply for certain qualifying terminations as set forth in Section 4(a) or in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. The determination of whether the conditions of this Section 4(b)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its reasonable sole discretion. |
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(iii) |
If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding PRSUs that at the time of the |
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Change in Control are not subject to a "substantial risk of forfeiture" (within the meaning of Section 409A of the Code) will be deemed to be Vested at the time of such Change in Control. |
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6. |
Form and Time of Payment of PRSUs. Subject to Section 5, the PRSUs (to the extent Vested) will be payable in Common Shares as follows: |
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(a) |
Except as otherwise provided in Section 6(b) or 6(c), payment for Vested PRSUs will be made no later than May 15, 20__. |
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(b) |
In the event that PRSUs Vest as provided in Section 4(a), payment for Vested PRSUs will be made no later than March 15 of the calendar year immediately following the calendar year in which the Holder’s employment terminates pursuant to Section 4(a). |
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(c) |
In the event that PRSUs Vest as provided in Section 4(b)(i) or 4(b)(iii), payment for Vested PRSUs will be made no later than March 15 of the calendar year immediately following the calendar year in which the Change in Control occurs. |
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7. |
Certain Defined Terms. For purposes of this Agreement, notwithstanding anything to the contrary in the Plan, the following terms have the following definitions: |
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(a) |
“Cause” shall have the meaning ascribed to such term in the Employment Agreement. |
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(b) |
“Employment Agreement” means the [Amended and Restated] Employment Agreement, dated as of __________, 20__, by and between the Holder and the Company (including any successor agreement). |
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(c) |
“Good Reason” and “Total Disability” shall have the meanings ascribed to such terms in the Employment Agreement. |
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8. |
Payment of Dividend Equivalents. With respect to each of the PRSUs covered by this Agreement, the Holder shall be credited on the records of the Company with dividend equivalents in an amount equal to the amount per Common Share of any cash dividends declared by the Board on the outstanding Common Shares during the period beginning on the Date of Grant and ending either on the date on which the Holder receives payment for the PRSUs pursuant to Section 6 hereof or at the time when the PRSUs are forfeited in accordance with Section 5 of this Agreement. These dividend equivalents will accumulate without interest and, subject to the terms and conditions of this Agreement, will be paid in the form of Common Shares at the same time, to the same extent and in the same manner as the PRSUs for which the dividend equivalents were credited, based on the Market Value per Share on the trading day immediately preceding the date of payment. |
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9. |
Compensation Recovery. Notwithstanding anything in this Agreement to the contrary, the Holder acknowledges and agrees that this Agreement and the award described herein (and any settlement thereof) are subject to the terms and conditions of the Company’s clawback policy (if any) as may be in effect from time to time specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Common Shares may be traded) (the “Compensation Recovery Policy”), and that applicable provisions of this Agreement shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof. |
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10. |
Restrictive Covenants. In the event the Holder breaches any of the restrictive covenants set forth in the Employment Agreement while such restrictive covenants are in effect, the Holder will forfeit any right to the PRSUs, to the extent the PRSUs have not been paid pursuant to Section 6, as of the date of such breach. |
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11. |
Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any of the Common Shares covered by this Agreement if the issuance thereof would result in violation of any such law. |
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12. |
Adjustments. The PRSUs and the number of Common Shares subject to each PRSU, and the other terms and conditions of the grant evidenced by this Agreement, are subject to mandatory adjustment, including as provided in Section 11 of the Plan. |
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13. |
Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with the delivery to the Holder of Common Shares or any other payment to the Holder or any other payment or vesting event with respect to the PRSUs, the Holder and the Committee hereby agree that such obligation, in whole, will be satisfied by the Company withholding a portion of the Common Shares otherwise to be delivered with a fair market value equal to the amount of such obligation. Additionally, the Company shall have the right to withhold from any payment of any kind otherwise due to the Holder from the Company, any federal, state, local or foreign taxes or other amounts of any kind required by law to be withheld with respect to the award or vesting of the PRSUs so long as such withholding does not result in any adverse tax consequences under Section 409A of the Code. |
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14. |
No Right to Future Awards or Continued Employment. The grant of the PRSUs under this Agreement to the Holder is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards. The grant of the PRSUs and any payments made hereunder will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by law. No provision of this Agreement will limit in any way whatsoever any right that the Company or a Subsidiary may otherwise have to terminate the employment of the Holder at any time, subject to the terms of the Employment Agreement. |
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15. |
Relation to Other Benefits. Any economic or other benefit to the Holder under this Agreement or the Plan will not be taken into account in determining any benefits to which the Holder may be entitled under any profit‑sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary. |
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16. |
Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the amendment is applicable to this Agreement; provided, however, that no amendment will materially adversely affect the material rights of the Holder with respect to the Common Shares or other securities covered by this Agreement without the Holder’s consent. Notwithstanding the foregoing, the limitation requiring the consent of the Holder to certain amendments will not apply to any amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code or Section 10D of the Exchange Act. |
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17. |
Subject to Plan. This Agreement is made and the PRSUs evidenced hereby are granted under and pursuant to, and they are expressly made subject to all of the terms and conditions of, the Plan, notwithstanding anything herein to the contrary. The Holder hereby acknowledges receipt of a copy of the Plan and that the Holder has read and understands the terms and conditions of the Plan. In the event of a conflict between the terms of this Agreement, the Award Memorandum and the Plan, the terms of the Plan shall govern. In the event of a conflict between the terms of this Agreement and the Award Memorandum, the terms of this Agreement shall govern. |
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18. |
Severability. In the event that one or more of the provisions of this Agreement or the Award Memorandum is invalidated for any reason by a court of competent jurisdiction, any provision so invalidated will be deemed to be separable from the other provisions of this Agreement or the Award Memorandum, as applicable, and the remaining provisions of this Agreement and the Award Memorandum will continue to be valid and fully enforceable. |
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19. |
Governing Law. This Agreement is made under, and shall be construed in accordance with, the internal substantive laws of the State of Ohio. |
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20. |
Section 409A of the Code. To the extent applicable, it is intended that this Agreement, the Award Memorandum and the Plan comply with or be exempt from the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. This Agreement, the Award Memorandum and the Plan shall be administered in a manner consistent with this intent. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. |
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21. |
Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the PRSUs and the Holder’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Holder’s consent to participate in the Plan by electronic means. The Holder hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. |
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22. |
Successors and Assigns. Without limiting Section 2 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Holder, and the successors and assigns of the Company. |
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23. |
Acknowledgements. By accepting the PRSUs, the Holder hereby: |
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(a) |
acknowledges that he/she has received a copy of the Plan and a copy of the Company’s most recent Annual Report and other communications routinely distributed to the Company’s shareholders; |
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(b) |
accepts this Agreement and the PRSUs granted to him/her under this Agreement subject to all provisions of the Plan and this Agreement; |
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(c) |
represents and warrants to the Company that he/she is acquiring the PRSUs for his/her own account, for investment, and not with a view to or any present intention of selling or distributing the PRSUs either now or at any specific or determinable future time or period or upon the occurrence or nonoccurrence of any predetermined or reasonably foreseeable event; and |
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(d) |
agrees that no transfer of the PRSUs will be made unless the PRSUs have been duly registered under all applicable Federal and state securities laws pursuant to a then-effective registration which contemplates the proposed transfer or unless the proposed transfer is exempt from such registration. |
7
Statement of Management Objectives
This Statement of Management Objectives applies to the PRSUs granted to the Holder on the Date of Grant and applies with respect to the Performance-Based Restricted Share Units Terms (the “Agreement”) and the Performance-Based Restricted Share Units Award Memorandum between the Company and the Holder (the “Award Memorandum”). Capitalized terms used in this Statement of Management Objectives that are not specifically defined in this Statement of Management Objectives have the meanings assigned to them in the Agreement, the Award Memorandum or in the Plan, as applicable.
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1. |
Definitions. For purposes hereof: |
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(a) |
“Peer Group” means the following entities: __________. In terms of mandatory adjustments to the Peer Group during the Performance Period: (i) if any member of the Peer Group files for bankruptcy and/or liquidation, is operating under bankruptcy protection, or is delisted from its primary stock exchange because it fails to meet the exchange listing requirement, then such entity will remain in the Peer Group, but RTSR for the Performance Period will be calculated as if such entity achieved Total Shareholder Return placing it at the bottom (chronologically, if more than one such entity) of the Peer Group; (ii) if, by the last day of the Performance Period, any member of the Peer Group has been acquired and/or is no longer existing as a public company that is traded on its primary stock exchange (other than for the reasons as described in subsection (i) above), then such entity will not remain in the Peer Group and RTSR for the Performance Period will be calculated as if such entity had never been a member of the Peer Group; and (iii) except as otherwise described in subsection (i) and (ii) above, for purposes of this Statement of Management Objectives, for each of the members of the Peer Group, such entity shall be deemed to include any successor to all or substantially all of the primary business of such entity at end of the Performance Period. |
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(b) |
“Relative Total Shareholder Return” or “RTSR” means the percentile rank of the Company’s Total Shareholder Return as compared to (but not included in) the Total Shareholder Returns of all members of the Peer Group, ranked in descending order, at the end of the Performance Period. |
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(c) |
“Total Shareholder Return” means, with respect to each of the Common Shares and the common stock of each of the members of the Peer Group, a rate of return reflecting stock price appreciation, plus the reinvestment of dividends in additional shares of stock, from the beginning of the Performance Period through the end of the Performance Period. For purposes of calculating Total Shareholder Return for each of the Company and the members of the Peer Group, the beginning stock price will be based on the closing price on the trading day immediately prior to the first day of the Performance Period on the principal stock exchange on which the stock then traded and the ending stock price will be based on the closing price on the last day of the Performance Period on the principal stock exchange on which the stock then trades. |
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2. |
RTSR Performance Matrix. |
From 0% to 200% of the PRSUs will be earned based on achievement of RTSR during the Performance Period as follows:
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Performance Level |
RTSR |
PRSUs Earned |
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Below Threshold |
Below [ ] percentile |
0% |
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Threshold |
[ ] percentile |
50% |
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Target |
[ ] percentile |
100% |
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Maximum |
[ ] percentile or above |
200% |
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3. |
Number of PRSUs Earned. Following the Performance Period, the Committee shall determine whether and to what extent RTSR goals have been satisfied for the Performance Period and shall determine the number of PRSUs that shall become Vested hereunder and under the Agreement on the basis of the following: |
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(a) |
Below Threshold. If, upon the conclusion of the Performance Period, RTSR for the Performance Period falls below the threshold level, as set forth in the Performance Matrix, no PRSUs shall become Vested. |
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(b) |
Threshold. If, upon the conclusion of the Performance Period, RTSR for the Performance Period equals the threshold level, as set forth in the Performance Matrix, 50% of the PRSUs (rounded up to the nearest whole number of PRSUs) shall become Vested. |
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(c) |
Between Threshold and Target. If, upon the conclusion of the Performance Period, RTSR for the Performance Period exceeds the threshold level, but is less than the target level, as set forth in the Performance Matrix, a percentage between 50% and 100% (determined on the basis of straight-line mathematical interpolation) of the PRSUs (rounded up to the nearest whole number of PRSUs) shall become Vested. |
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(d) |
Target. If, upon the conclusion of the Performance Period, RTSR for the Performance Period equals the target level, as set forth in the Performance Matrix, 100% of the PRSUs shall become Vested. |
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(e) |
Between Target and Maximum. If, upon the conclusion of the Performance Period, RTSR for the Performance Period exceeds the target level, but is less than the maximum level, as set forth in the Performance Matrix, a percentage between 100% and 200% (determined on the basis of straight-line mathematical interpolation) of the PRSUs (rounded up to the nearest whole number of PRSUs) shall become Vested. |
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(f) |
Equals or Exceeds Maximum. If, upon the conclusion of the Performance Period, RTSR for the Performance Period equals or exceeds the maximum level, as set forth in the Performance Matrix, 200% of the PRSUs (rounded up to the nearest whole number of PRSUs) shall become Vested. |
9
Exhibit 31.1
CERTIFICATIONS
I, David R. Lukes, certify that:
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1. |
I have reviewed this Quarterly Report on Form 10-Q of SITE Centers Corp.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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April 29, 2021 |
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Date |
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/s/ David R. Lukes |
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David R. Lukes |
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President and Chief Executive Officer |
Exhibit 31.2
CERTIFICATIONS
I, Conor Fennerty, certify that:
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1. |
I have reviewed this Quarterly Report on Form 10-Q of SITE Centers Corp.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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April 29, 2021 |
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Date |
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/s/ Conor Fennerty |
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Conor Fennerty |
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Executive Vice President and Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, David R. Lukes, President and Chief Executive Officer of SITE Centers Corp. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)The Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2021, as filed with the Securities and Exchange Commission (the “Report”), which this certification accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
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/s/ David R. Lukes |
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David R. Lukes |
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President and Chief Executive Officer April 29, 2021 |
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Exhibit 32.2
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Conor Fennerty, Executive Vice President and Chief Financial Officer of SITE Centers Corp. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)The Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2021, as filed with the Securities and Exchange Commission (the “Report”), which this certification accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
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/s/ Conor Fennerty |
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Conor Fennerty |
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Executive Vice President and Chief Financial Officer April 29, 2021 |
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