Document and Entity Information
Document and Entity Information - $ / shares | 3 Months Ended | ||
Mar. 31, 2021 | Apr. 19, 2021 | Dec. 31, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-Q | ||
Amendment Flag | false | ||
Document Period End Date | Mar. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | Q1 | ||
Entity File Number | 1-11690 | ||
Entity Tax Identification Number | 34-1723097 | ||
Entity Address, Address Line One | 3300 Enterprise Parkway | ||
Entity Address, City or Town | Beachwood | ||
Entity Address, Postal Zip Code | 44122 | ||
City Area Code | 216 | ||
Local Phone Number | 755-5500 | ||
Entity Address, State or Province | OH | ||
Entity Registrant Name | SITE Centers Corp. | ||
Entity Central Index Key | 0000894315 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Common Stock, Par or Stated Value Per Share | $ 0.10 | $ 0.10 | |
Document Quarterly Report | true | ||
Document Transition Report | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | OH | ||
Entity Common Stock, Shares Outstanding | 211,031,152 | ||
Common Shares [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | SITC | ||
Security Exchange Name | NYSE | ||
Title of 12(b) Security | Common Shares | ||
6.375% Class A Cumulative Redeemable Preferred Shares [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | SITC PRA | ||
Security Exchange Name | NYSE | ||
Title of 12(b) Security | Cumulative Redeemable Preferred Shares |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Land | $ 947,411 | $ 953,556 |
Buildings | 3,479,583 | 3,488,499 |
Fixtures and tenant improvements | 519,550 | 509,866 |
Total real estate rental property | 4,946,544 | 4,951,921 |
Less: Accumulated depreciation | (1,463,598) | (1,427,057) |
Real estate rental property, net | 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 |
Total assets | 4,175,380 | 4,108,284 |
Unsecured indebtedness: | ||
Senior notes, net | 1,450,152 | 1,449,613 |
Term loan, net | 99,679 | 99,635 |
Revolving credit facilities | 0 | 135,000 |
Total unsecured indebtedness | 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 | ||
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 | 0 | (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 |
Total liabilities and equity | 4,175,380 | 4,108,284 |
Class A Cumulative Redeemable Preferred Shares [Member] | ||
SITE Centers Equity | ||
Cumulative redeemable preferred shares | 175,000 | 175,000 |
Class K Cumulative Redeemable Preferred Shares [Member] | ||
SITE Centers Equity | ||
Cumulative redeemable preferred shares | $ 150,000 | $ 150,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Common shares, par value | $ 0.10 | $ 0.10 |
Common shares, shares authorized | 300,000,000 | 300,000,000 |
Common shares, shares issued | 211,035,935 | 193,995,499 |
Treasury at cost | 221,684 | 898,267 |
Class A Cumulative Redeemable Preferred Shares [Member] | ||
Cumulative redeemable preferred shares, liquidation value | $ 500 | $ 500 |
Cumulative redeemable preferred shares, shares authorized | 750,000 | 750,000 |
Cumulative redeemable preferred shares, shares issued | 350,000 | 350,000 |
Cumulative redeemable preferred shares, shares outstanding | 350,000 | 350,000 |
Preferred stock dividend rate | 6.375% | 6.375% |
Cumulative redeemable preferred shares, par value | ||
Class K Cumulative Redeemable Preferred Shares [Member] | ||
Cumulative redeemable preferred shares, liquidation value | $ 500 | $ 500 |
Cumulative redeemable preferred shares, shares authorized | 750,000 | 750,000 |
Cumulative redeemable preferred shares, shares issued | 300,000 | 300,000 |
Cumulative redeemable preferred shares, shares outstanding | 300,000 | 300,000 |
Preferred stock dividend rate | 6.25% | 6.25% |
Cumulative redeemable preferred shares, par value |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues from operations: | ||
Rental income | $ 119,890 | $ 112,529 |
Fee and other income | 8,249 | 16,781 |
Total revenue from operations | 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 | 0 |
General and administrative | 17,395 | 11,376 |
Depreciation and amortization | 45,560 | 42,993 |
Total rental operation expenses | 110,105 | 90,506 |
Other income (expense): | ||
Interest expense | (19,395) | (20,587) |
Other expense, net | (366) | (13,924) |
Total other income (expense) | (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 | 0 | (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 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
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 | 0 |
Change in cash flow hedges reclassed to earnings | 0 | 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 |
CONSOLIDATED STATEMENT OF EQUIT
CONSOLIDATED STATEMENT OF EQUITY - USD ($) $ in Thousands | Total | Preferred Shares [Member] | Common Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Distributions in Excess of Net Income [Member] | Deferred Compensation Obligation [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock at Cost [Member] | Non-Controlling Interests [Member] |
Beginning Balance at Dec. 31, 2019 | $ 1,981,478 | $ 325,000 | $ 19,382 | $ 5,700,400 | $ (4,066,099) | $ 7,929 | $ (491) | $ (7,707) | $ 3,064 |
Issuance of common shares related to stock plans | 126 | 0 | 17 | 109 | 0 | 0 | 0 | 0 | 0 |
Repurchase of common shares | (7,500) | 0 | 0 | 0 | 0 | 0 | 0 | (7,500) | 0 |
Stock-based compensation, net | 2,684 | 0 | 0 | 3,012 | 0 | (1,935) | 0 | 1,607 | 0 |
Distributions to non-controlling interests | (278) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (278) |
Dividends declared-common shares | (38,914) | 0 | 0 | 0 | (38,914) | 0 | 0 | 0 | 0 |
Dividends declared-preferred shares | (5,133) | 0 | 0 | 0 | (5,133) | 0 | 0 | 0 | 0 |
Comprehensive income | 35,015 | 0 | 0 | 0 | 34,333 | 0 | 387 | 0 | 295 |
Ending Balance at Mar. 31, 2020 | 1,967,478 | 325,000 | 19,399 | 5,703,521 | (4,075,813) | 5,994 | (104) | (13,600) | 3,081 |
Beginning Balance at Dec. 31, 2020 | 1,944,823 | 325,000 | 19,400 | 5,705,164 | (4,099,534) | 5,479 | (2,682) | (11,319) | 3,315 |
Issuance of common shares related to stock plans | 37 | 0 | 6 | 31 | 0 | 0 | 0 | 0 | 0 |
Issuance of common shares for cash offering | 225,529 | 0 | 1,696 | 219,910 | 0 | 0 | 0 | 3,923 | 0 |
Stock-based compensation, net | 10,621 | 0 | 0 | 8,580 | 0 | (968) | 0 | 3,009 | 0 |
Distributions to non-controlling interests | (16) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (16) |
Dividends declared-common shares | (23,303) | 0 | 0 | 0 | (23,303) | 0 | 0 | 0 | 0 |
Dividends declared-preferred shares | (4,950) | 0 | 0 | 0 | (4,950) | 0 | 0 | 0 | 0 |
Comprehensive income | 18,863 | 0 | 0 | 0 | 16,008 | 0 | 2,682 | 0 | 173 |
Ending Balance at Mar. 31, 2021 | $ 2,171,604 | $ 325,000 | $ 21,102 | $ 5,933,685 | $ (4,111,779) | $ 4,511 | $ 0 | $ (4,387) | $ 3,472 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 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 | 0 | 16,568 |
Equity in net income of joint ventures | (4,385) | (2,171) |
Reserve of preferred equity interests, net | 0 | 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 | 0 |
Assumption of buildings due to ground lease terminations | 0 | (3,025) |
Change in notes receivable accrued interest | 0 | 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 | 0 | 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 | 0 | (216,568) |
Repayment of mortgage debt | (18,563) | (40,436) |
Proceeds from issuance of common shares, net of offering expenses | 225,529 | 0 |
Repurchase of common shares in conjunction with equity award plans and dividend reinvestment plan | (4,476) | (948) |
Repurchase of common shares | 0 | (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 |
Nature of Business and Financia
Nature of Business and Financial Statement Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business and Financial Statement Presentation | 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. 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 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 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 |
Investments in and Advances to
Investments in and Advances to Joint Ventures | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investments in and Advances to Joint Ventures | 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. 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. |
Investment in and Advances to A
Investment in and Advances to Affiliate | 3 Months Ended |
Mar. 31, 2021 | |
Investments In And Advances To Affiliates [Abstract] | |
Investment in and Advances to Affiliate | 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 |
Other Assets and Intangibles, n
Other Assets and Intangibles, net | 3 Months Ended |
Mar. 31, 2021 | |
Other Assets [Abstract] | |
Other Assets and Intangibles, net | 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 |
Revolving Credit Facilities
Revolving Credit Facilities | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facilities | 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, the Company the Company 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Equity | 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. |
Other Comprehensive Income
Other Comprehensive Income | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Other Comprehensive Income | 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). |
Impairment Charges
Impairment Charges | 3 Months Ended |
Mar. 31, 2021 | |
Asset Impairment Charges [Abstract] | |
Impairment Charges | 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. 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. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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 — 198,534 193,726 Assumed conversion of dilutive securities 911 — Diluted — 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 1 2 . 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. |
Nature of Business and Financ_2
Nature of Business and Financial Statement Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business | 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 | 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. |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements These financial statements have been prepared by the Company in accordance with GAAP for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three 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 | Principles of Consolidation |
Reclassifications | Reclassifications |
Statements of Cash Flows and Supplemental Disclosure of Non-Cash Investing and Financing Information | 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 |
Nature of Business and Financ_3
Nature of Business and Financial Statement Presentation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Non-cash Investing and Financing Activities | 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 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Adoption of Topic 606 [Member] | |
Schedule of 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 |
Investments in and Advances t_2
Investments in and Advances to Joint Ventures (Tables) - Unconsolidated Joint Ventures [Member] | 3 Months Ended |
Mar. 31, 2021 | |
Schedule Of Equity Method Investments [Line Items] | |
Condensed Combined Financial Information of Company's Unconsolidated Joint Venture Investments | 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 |
Condensed Combined Statements of Operations of Unconsolidated Joint Venture Investments | 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. |
Schedule of Fee and Other Income | 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. |
Investment in and Advances to_2
Investment in and Advances to Affiliate (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Retail Value Inc. [Member] | |
Schedule of Fee and Other Income | 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 |
Other Assets and Intangibles,_2
Other Assets and Intangibles, net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Assets [Abstract] | |
Components of Other Assets and Intangibles | 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 |
Revolving Credit Facilities (Ta
Revolving Credit Facilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Information Regarding Company's 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 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values Different from Estimated Fair Values | 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 |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive (Loss) Income by Component | 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). |
Impairment Charges (Tables)
Impairment Charges (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Asset Impairment Charges [Abstract] | |
Impairment Charges Measured at Fair Value on Non-Recurring Basis | 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 |
Summary of Significant Unobservable Inputs | 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. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Reconciliation of Net Income and Number of Common Shares Used in Computations of "Basic" EPS and "Diluted" EPS | 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 — 198,534 193,726 Assumed conversion of dilutive securities 911 — Diluted — 199,445 193,726 Earnings Per Share: Basic $ 0.05 $ 0.15 Diluted $ 0.05 $ 0.15 |
Nature of Business and Financ_4
Nature of Business and Financial Statement Presentation - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Other Expense [Member] | |
Nature Of Business And Financial Statement Presentation [Line Items] | |
Reclassification adjustments | $ 3.5 |
Nature of Business and Financ_5
Nature of Business and Financial Statement Presentation - Non-cash Investing and Financing Activities (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Other Significant Noncash Transactions [Line Items] | |||
Dividends declared, but not paid | $ 28,263 | $ 44,000 | $ 14,844 |
Accounts payable related to construction in progress | 5,700 | 7,700 | |
Tax receivable | 4,100 | 0 | |
Building [Member] | |||
Other Significant Noncash Transactions [Line Items] | |||
Assumption of buildings due to ground lease terminations | $ 0 | $ 3,000 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||
Accounts receivable, net | $ 63,760 | $ 73,517 |
COVID-19 | ||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||
Rental income | 1,400 | |
Share of unconsolidated joint ventures in rental income | 300 | |
COVID-19 | Billed Contractual Tenants Accounts Receivable [Member] | ||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||
Accounts receivable, net | $ 12,300 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Fee and Other Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
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 |
Asset and Property Management Fees [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with customers | 6,575 | 9,325 |
Leasing Commissions [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with customers | 1,017 | 2,996 |
Development Fees [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with customers | 113 | 870 |
Disposition Fees [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with customers | $ 0 | $ 1,556 |
Investments in and Advances t_3
Investments in and Advances to Joint Ventures - Additional Information (Detail) $ in Thousands | Feb. 27, 2021USD ($)a | Mar. 31, 2021USD ($)ShoppingCenter | Mar. 31, 2020USD ($) | Dec. 31, 2020ShoppingCenter |
Schedule Of Equity Method Investments [Line Items] | ||||
Gain on sale of joint venture interest | $ 13,908 | $ 45,681 | ||
Undeveloped Land [Member] | Richmond Hill, Ontario [Member] | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Area of land sold | a | 70 | |||
Net proceeds after closing costs and foreign currency translation | $ 22,100 | |||
Amounts held in escrow | 6,100 | |||
Aggregate gain on transaction | 16,700 | |||
Gain reported by the joint venture | 2,800 | |||
Gain on sale of joint venture interest | 13,900 | |||
Undeveloped Land [Member] | Richmond Hill, Ontario [Member] | Amount of Funds in Escrow to be Received from Canadian Taxing Authority Pending Receipt of Certain Tax Certificates [Member] | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Amounts held in escrow | 4,100 | |||
Undeveloped Land [Member] | Richmond Hill, Ontario [Member] | Amount of Funds in Escrow to be Released Upon Final Dissolution of Partnership [Member] | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Amounts held in escrow | $ 2,000 | |||
Unconsolidated Joint Ventures [Member] | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Shopping centers owned | ShoppingCenter | 59 | 59 |
Investments in and Advances t_4
Investments in and Advances to Joint Ventures - Condensed Combined Financial Information of Company's Unconsolidated Joint Venture Investments (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Condensed Combined Balance Sheets | ||||
Land | $ 947,411 | $ 953,556 | ||
Buildings | 3,479,583 | 3,488,499 | ||
Fixtures and tenant improvements | 519,550 | 509,866 | ||
Total real estate rental property | 4,946,544 | 4,951,921 | ||
Less: Accumulated depreciation | (1,463,598) | (1,427,057) | ||
Real estate rental property, net | 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 | ||
Other assets, net | 130,952 | 130,690 | ||
Total assets | 4,175,380 | 4,108,284 | ||
Mortgage debt | 230,632 | 249,260 | ||
Total liabilities | 2,003,776 | 2,163,461 | ||
Accumulated equity | 2,171,604 | 1,944,823 | $ 1,967,478 | $ 1,981,478 |
Total liabilities and equity | 4,175,380 | 4,108,284 | ||
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 | ||
Unconsolidated Joint Ventures [Member] | ||||
Condensed Combined Balance Sheets | ||||
Land | 441,412 | 441,412 | ||
Buildings | 1,259,441 | 1,258,879 | ||
Fixtures and tenant improvements | 143,736 | 137,663 | ||
Total real estate rental property | 1,844,589 | 1,837,954 | ||
Less: Accumulated depreciation | (504,904) | (492,288) | ||
Real estate rental property, net | 1,339,685 | 1,345,666 | ||
Construction in progress and land | 2,506 | 58,201 | ||
Total real estate assets, 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 | ||
Total assets | 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 | ||
Total liabilities | 1,092,835 | 1,091,303 | ||
Accumulated equity | 379,066 | 434,876 | ||
Total liabilities and equity | $ 1,471,901 | $ 1,526,179 |
Investments in and Advances t_5
Investments in and Advances to Joint Ventures - Condensed Combined Statements of Operations of Unconsolidated Joint Venture Investments (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Condensed Combined Statements of Operations | ||
Revenues from operations | $ 128,139 | $ 129,310 |
Expenses from operations: | ||
Operating expenses | 110,105 | 90,506 |
Impairment charges | 7,270 | 0 |
Depreciation and amortization | 45,560 | 42,993 |
Interest expense | 19,395 | 20,587 |
Other expense, net | 366 | 13,924 |
Net income | 16,181 | 34,628 |
Equity in net income of joint ventures | 4,385 | 2,171 |
Unconsolidated Joint Ventures [Member] | ||
Condensed Combined Statements of Operations | ||
Revenues from operations | 50,560 | 85,621 |
Expenses from operations: | ||
Operating expenses | 14,417 | 24,415 |
Impairment charges | 0 | 31,720 |
Depreciation and amortization | 17,117 | 30,104 |
Interest expense | 10,947 | 17,755 |
Preferred share expense | 0 | 4,530 |
Other expense, net | 2,964 | 4,657 |
Total expenses | 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 | 33,516 | (18,654) |
Company's share of equity in net income of joint ventures | 4,323 | 2,015 |
Basis differential adjustments | 62 | 156 |
Equity in net income of joint ventures | $ 4,385 | $ 2,171 |
Investments in and Advances t_6
Investments in and Advances to Joint Ventures - Revenues Earned By the Company from Unconsolidated Joint Ventures and Interest Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue from contracts: | ||
Total revenue from contracts with customers | $ 7,705 | $ 14,747 |
Other: | ||
Interest income | 0 | 3,500 |
Other | 400 | 700 |
Other, Total | 400 | 4,200 |
Revenue and other income | 3,400 | 11,300 |
Asset and Property Management Fees [Member] | ||
Revenue from contracts: | ||
Total revenue from contracts with customers | 6,575 | 9,325 |
Unconsolidated Joint Ventures [Member] | ||
Revenue from contracts: | ||
Total revenue from contracts with customers | 3,000 | 7,100 |
Unconsolidated Joint Ventures [Member] | Asset and Property Management Fees [Member] | ||
Revenue from contracts: | ||
Total revenue from contracts with customers | 2,600 | 4,500 |
Unconsolidated Joint Ventures [Member] | Development Fees, Leasing Commissions and Other [Member] | ||
Revenue from contracts: | ||
Total revenue from contracts with customers | $ 400 | $ 2,600 |
Investment in and Advances to_3
Investment in and Advances to Affiliate - Additional Information (Detail) $ in Millions | Mar. 31, 2021USD ($) |
Retail Value Inc. [Member] | |
Investments In And Advances To Affiliates [Line Items] | |
Preferred investment | $ 190 |
Investment in and Advances to_4
Investment in and Advances to Affiliate - Schedule of Revenue From Contracts With Customers Included in Fee and Other Income on Consolidated Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with RVI | $ 7,705 | $ 14,747 |
Retail Value Inc. [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with RVI | 4,800 | 7,600 |
Asset and Property Management Fees [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with RVI | 6,575 | 9,325 |
Asset and Property Management Fees [Member] | Retail Value Inc. [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with RVI | 4,000 | 4,800 |
Leasing Commissions [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with RVI | 1,017 | 2,996 |
Leasing Commissions [Member] | Retail Value Inc. [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with RVI | 800 | 1,200 |
Disposition Fees [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with RVI | 0 | 1,556 |
Disposition Fees [Member] | Retail Value Inc. [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with RVI | $ 0 | $ 1,600 |
Other Assets and Intangibles,_3
Other Assets and Intangibles, net - Components of Other Assets and Intangibles (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Intangible assets: | ||
Total intangible assets, net | $ 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 |
In-Place Leases, Net [Member] | ||
Intangible assets: | ||
Total intangible assets, net | 52,576 | 56,756 |
Above-Market Leases, Net [Member] | ||
Intangible assets: | ||
Total intangible assets, net | 7,791 | 8,387 |
Lease Origination Costs [Member] | ||
Intangible assets: | ||
Total intangible assets, net | 4,650 | 4,974 |
Tenant Relationships, Net [Member] | ||
Intangible assets: | ||
Total intangible assets, net | $ 19,063 | $ 20,301 |
Other Assets and Intangibles,_4
Other Assets and Intangibles, net - Components of Other Assets and Intangibles (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Intangible Assets Net Excluding Goodwill [Abstract] | ||
Amortization expense | $ 5.6 | $ 3.8 |
Revolving Credit Facilities - I
Revolving Credit Facilities - Information Regarding Company's Revolving Credit Facilities (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Carrying Amount | $ 0 | $ 135,000 |
Revolving Credit Facility [Member] | Unsecured Debt [Member] | Citizens Bank, N.A. , RBC Capital Markets and U.S. Bank National AssociationJ.P. , Morgan Chase Bank, N.A. and Wells Fargo Securities, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Carrying Amount | $ 0 | |
Weighted-Average Interest Rate | ||
Lines of Credit Maturity Date | 2024-01 | |
Revolving Credit Facility [Member] | Unsecured Debt [Member] | PNC Bank National Association [Member] | ||
Debt Instrument [Line Items] | ||
Carrying Amount | $ 0 | |
Weighted-Average Interest Rate | ||
Lines of Credit Maturity Date | 2024-01 |
Revolving Credit Facilities - A
Revolving Credit Facilities - Additional Information (Detail) - Unsecured Debt [Member] - Revolving Credit Facility [Member] | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Debt Instrument [Line Items] | |
Covenant compliance | The Company was in compliance with these financial covenants at March 31, 2021. |
LIBOR [Member] | |
Debt Instrument [Line Items] | |
Specified spread line of credit facility | 0.90% |
Alternative Base Rate [Member] | |
Debt Instrument [Line Items] | |
Specified spread line of credit facility | 0.00% |
Wells Fargo Securities, LLC, J.P. Morgan Chase Bank, N.A., Citizens Bank, N.A., RBC Capital Markets and U.S. Bank National Association [Member] | |
Debt Instrument [Line Items] | |
Lines of Credit Maturity Date | 2024-01 |
Line of credit options to extended maturity date | 2025-01 |
Line of credit facility competitive bid option on periodic interest rates | up to 50% of the facility |
Facility fee | 0.20% |
Revolving credit facility maturity extension option | 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) |
Wells Fargo Securities, LLC, J.P. Morgan Chase Bank, N.A., Citizens Bank, N.A., RBC Capital Markets and U.S. Bank National Association [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Unsecured revolving credit facility borrowing capacity | $ 950,000,000 |
Accordion feature | $ 1,450,000,000 |
PNC Bank National Association [Member] | |
Debt Instrument [Line Items] | |
Lines of Credit Maturity Date | 2024-01 |
Unsecured revolving credit facility | $ 20,000,000 |
PNC Bank National Association [Member] | Retail Value Inc. [Member] | |
Debt Instrument [Line Items] | |
Guaranty borrowing capacity | $ 30,000,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Carrying Values Different from Estimated Fair Values (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior Notes | $ 1,450,152 | $ 1,449,613 |
Revolving Credit Facilities and term loan | 99,679 | 234,635 |
Mortgage Indebtedness | 230,632 | 249,260 |
Total indebtedness | 1,780,463 | 1,933,508 |
Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior Notes | 1,555,838 | 1,549,866 |
Revolving Credit Facilities and term loan | 100,000 | 235,000 |
Mortgage Indebtedness | 231,916 | 250,624 |
Total indebtedness | $ 1,887,754 | $ 2,035,490 |
Equity Additional Information (
Equity Additional Information (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Equity [Abstract] | ||
Common shares, issued | 17,250 | |
Proceeds from issuance of common shares, net of offering expenses | $ 225,529 | $ 0 |
Common Stock, Dividends, Per Share, Declared | $ 0.11 | $ 0.20 |
Other Comprehensive Income - Ch
Other Comprehensive Income - Changes in Accumulated Other Comprehensive (Loss) Income by Component (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning Balance | $ 1,944,823 | $ 1,981,478 |
Reclassification adjustment for foreign currency translation included in net income | 2,683 | 0 |
Ending Balance | 2,171,604 | $ 1,967,478 |
Foreign Currency Items [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning Balance | (2,682) | |
Other comprehensive loss before reclassifications | (1) | |
Reclassification adjustment for foreign currency translation included in net income | 2,683 | |
Net current-period other comprehensive income | 2,682 | |
Ending Balance | $ 0 |
Impairment Charges - Additional
Impairment Charges - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Asset Impairment Charges [Abstract] | ||
Total impairment charges | $ 7.3 | $ 18.1 |
Impairment Charges - Impairment
Impairment Charges - Impairment Charges Measured at Fair Value on Non-Recurring Basis (Detail) - Fair Value Measurements [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Long-lived assets held and used | $ 10 |
Long-lived assets held and used, Total Impairment Charges | 7.3 |
Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Long-lived assets held and used | 0 |
Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Long-lived assets held and used | 0 |
Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Long-lived assets held and used | $ 10 |
Impairment Charges - Summary of
Impairment Charges - Summary of Significant Unobservable Inputs (Detail) - Fair Value Measurements [Member] $ in Millions | Mar. 31, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Consolidated Assets, Fair Value | $ 10 |
Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Consolidated Assets, Fair Value | 10 |
Impairment of Consolidated Assets [Member] | Level 3 [Member] | Indicative Bid [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Consolidated Assets, Fair Value | $ 10 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Net Income and Number of Common Shares Used in Computations of "Basic" EPS and "Diluted" EPS (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
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 | 0 |
Diluted—Average shares outstanding | 199,445 | 193,726 |
Earnings Per Share: | ||
Basic | $ 0.05 | $ 0.15 |
Diluted | $ 0.05 | $ 0.15 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Common shares, shares issued | 211,035,935 | 193,995,499 | |
Performance Restricted Stock Units [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Mark-to-market adjustment | $ (5.6) | $ 2.2 | |
Common shares, shares issued | 570,295 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Class K Cumulative Redeemable Preferred Shares [Member] - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended |
Apr. 30, 2021 | Jun. 30, 2021 | |
Forecast [Member] | ||
Subsequent Event [Line Items] | ||
Preferred stock redemption premium | $ 5.1 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Preferred stock, liquidation preference, value | $ 150 | |
Preferred stock dividend rate | 6.25% | |
Cumulative redeemable preferred shares, liquidation value | $ 500 | |
Per share price of depositary share | 25 | |
Redeemable preferred stock dividend per share prorated to redemption date | 7.2049 | |
Redeemable preferred stock dividend per depositary share prorated to redemption date | $ 0.3602 |