Document and Entity Information
Document and Entity Information - $ / shares | 9 Months Ended | ||
Sep. 30, 2022 | Oct. 21, 2022 | Dec. 31, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-Q | ||
Amendment Flag | false | ||
Document Period End Date | Sep. 30, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | Q3 | ||
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 | 212,512,324 | ||
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 | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Land | $ 1,095,662 | $ 1,011,401 |
Buildings | 3,848,821 | 3,624,164 |
Fixtures and tenant improvements | 587,962 | 556,056 |
Total real estate rental property | 5,532,445 | 5,191,621 |
Less: Accumulated depreciation | (1,672,242) | (1,571,569) |
Real estate rental property, net | 3,860,203 | 3,620,052 |
Construction in progress and land | 59,812 | 47,260 |
Total real estate assets, net | 3,920,015 | 3,667,312 |
Investments in and advances to joint ventures, net | 46,001 | 64,626 |
Cash and cash equivalents | 20,883 | 41,807 |
Restricted cash | 3,119 | 1,445 |
Accounts receivable | 59,446 | 61,382 |
Other assets, net | 147,507 | 130,479 |
Total assets | 4,196,971 | 3,967,051 |
Unsecured indebtedness: | ||
Senior notes, net | 1,453,384 | 1,451,768 |
Term loan, net | 198,437 | 99,810 |
Revolving credit facilities | 80,000 | 0 |
Total unsecured indebtedness | 1,731,821 | 1,551,578 |
Mortgage indebtedness, net | 90,235 | 125,799 |
Total indebtedness | 1,822,056 | 1,677,377 |
Accounts payable and other liabilities | 226,952 | 218,779 |
Dividends payable | 30,528 | 28,243 |
Total liabilities | 2,079,536 | 1,924,399 |
Commitments and contingencies | ||
SITE Centers Equity | ||
Common shares, with par value, $0.10 stated value; 300,000,000 shares authorized; 000,000,000 and 211,286,874 shares issued at September 30, 2022 and December 31, 2021, respectively | 21,437 | 21,129 |
Additional paid-in capital | 5,974,001 | 5,934,166 |
Accumulated distributions in excess of net income | (4,044,178) | (4,092,783) |
Deferred compensation obligation | 4,865 | 4,695 |
Accumulated other comprehensive income | 9,782 | 0 |
Less: Common shares in treasury at cost: 000,000 and 287,645 shares at September 30, 2022 and December 31, 2021, respectively | (29,266) | (5,349) |
Total SITE Centers shareholders' equity | 2,111,641 | 2,036,858 |
Non-controlling interests | 5,794 | 5,794 |
Total equity | 2,117,435 | 2,042,652 |
Total liabilities and equity | 4,196,971 | 3,967,051 |
Class A Cumulative Redeemable Preferred Shares [Member] | ||
SITE Centers Equity | ||
Cumulative redeemable preferred shares | $ 175,000 | $ 175,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Common shares, par value | $ 0.10 | $ 0.10 |
Common shares, shares authorized | 300,000,000 | 300,000,000 |
Common shares, shares issued | 214,370,870 | 211,286,874 |
Treasury at cost | 2,115,175 | 287,645 |
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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues from operations: | ||||
Rental income | $ 135,123 | $ 120,569 | $ 401,210 | $ 366,689 |
Fee and other income | 3,720 | 13,872 | 12,635 | 31,359 |
Total revenue from operations | 138,843 | 134,441 | 413,845 | 398,048 |
Rental operation expenses: | ||||
Operating and maintenance | 22,314 | 18,562 | 66,528 | 58,200 |
Real estate taxes | 20,423 | 19,160 | 61,230 | 58,359 |
Impairment charges | 2,536 | 7,270 | ||
General and administrative | 10,799 | 11,727 | 34,403 | 41,547 |
Depreciation and amortization | 51,179 | 44,669 | 152,564 | 137,446 |
Total rental operation expenses | 104,715 | 94,118 | 317,261 | 302,822 |
Other income (expense): | ||||
Interest expense | (20,139) | (19,170) | (57,306) | (57,701) |
Other expense, net | (501) | (524) | (2,152) | (1,214) |
Total other income (expense) | (20,640) | (19,694) | (59,458) | (58,915) |
Income before earnings from equity method investments and other items | 13,488 | 20,629 | 37,126 | 36,311 |
Equity in net income of joint ventures | 25,918 | 1,824 | 27,468 | 11,059 |
Gain on sale and change in control of interests | 228 | 35 | 45,554 | 13,943 |
Gain on disposition of real estate, net | 26,837 | 5,871 | 31,292 | 6,069 |
Income before tax expense | 66,471 | 28,359 | 141,440 | 67,382 |
Tax expense of taxable REIT subsidiaries and state franchise and income taxes | (258) | (202) | (863) | (1,057) |
Net income | 66,213 | 28,157 | 140,577 | 66,325 |
Income attributable to non-controlling interests, net | (18) | (93) | (55) | (384) |
Net income attributable to SITE Centers | 66,195 | 28,064 | 140,522 | 65,941 |
Write-off of preferred share original issuance costs | 0 | 0 | 0 | (5,156) |
Preferred dividends | (2,789) | (2,789) | (8,367) | (10,867) |
Net income attributable to common shareholders | $ 63,406 | $ 25,275 | $ 132,155 | $ 49,918 |
Per share data: | ||||
Basic | $ 0.30 | $ 0.12 | $ 0.62 | $ 0.24 |
Diluted | $ 0.30 | $ 0.12 | $ 0.62 | $ 0.24 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income | $ 66,213 | $ 28,157 | $ 140,577 | $ 66,325 |
Other comprehensive income: | ||||
Change in fair value of interest-rate contracts | 9,782 | 0 | 9,782 | 0 |
Foreign currency translation, net | 0 | 0 | 0 | (1) |
Reclassification adjustment for foreign currency translation included in net income | 0 | 0 | 0 | 2,683 |
Total other comprehensive income | 9,782 | 0 | 9,782 | 2,682 |
Comprehensive income | 75,995 | 28,157 | 150,359 | 69,007 |
Total comprehensive income attributable to non-controlling interests | (18) | (93) | (55) | (384) |
Total comprehensive income attributable to SITE Centers | $ 75,977 | $ 28,064 | $ 150,304 | $ 68,623 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS 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) Income [Member] | Treasury Stock at Cost [Member] | Non-Controlling Interests [Member] |
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 | 99 | 0 | 8 | 91 | 0 | 0 | 0 | 0 | 0 |
Issuance of common shares for cash offering | 225,330 | 0 | 1,696 | 219,711 | 0 | 0 | 0 | 3,923 | 0 |
Stock-based compensation, net | 12,515 | 0 | 0 | 10,425 | 0 | (995) | 0 | 3,085 | 0 |
Distributions to non-controlling interests | (33) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (33) |
Redemption of preferred shares | (150,019) | (150,000) | 5,137 | (5,156) | |||||
Dividends declared-common shares | (48,795) | 0 | 0 | 0 | (48,795) | 0 | 0 | 0 | 0 |
Dividends declared-preferred shares | (7,739) | 0 | 0 | 0 | (7,739) | 0 | 0 | 0 | 0 |
Comprehensive income | 40,850 | 0 | 0 | 0 | 37,877 | 0 | 2,682 | 0 | 291 |
Ending Balance at Jun. 30, 2021 | 2,017,031 | 175,000 | 21,104 | 5,940,528 | (4,123,347) | 4,484 | 0 | (4,311) | 3,573 |
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 |
Comprehensive income | 69,007 | ||||||||
Ending Balance at Sep. 30, 2021 | 2,018,467 | 175,000 | 21,110 | 5,942,466 | (4,123,534) | 4,590 | 0 | (4,815) | 3,650 |
Beginning Balance at Jun. 30, 2021 | 2,017,031 | 175,000 | 21,104 | 5,940,528 | (4,123,347) | 4,484 | 0 | (4,311) | 3,573 |
Issuance of common shares related to stock plans | 133 | 0 | 6 | 127 | 0 | 0 | 0 | 0 | 0 |
Expenses for cash offering | (164) | 0 | 0 | (164) | 0 | 0 | 0 | 0 | 0 |
Stock-based compensation, net | 1,577 | 0 | 0 | 1,975 | 0 | 106 | 0 | (504) | 0 |
Distributions to non-controlling interests | (16) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (16) |
Dividends declared-common shares | (25,462) | 0 | 0 | 0 | (25,462) | 0 | 0 | 0 | 0 |
Dividends declared-preferred shares | (2,789) | 0 | 0 | 0 | (2,789) | 0 | 0 | 0 | 0 |
Comprehensive income | 28,157 | 0 | 0 | 0 | 28,064 | 0 | 0 | 0 | 93 |
Ending Balance at Sep. 30, 2021 | 2,018,467 | 175,000 | 21,110 | 5,942,466 | (4,123,534) | 4,590 | 0 | (4,815) | 3,650 |
Beginning Balance at Dec. 31, 2021 | 2,042,652 | 175,000 | 21,129 | 5,934,166 | (4,092,783) | 4,695 | 0 | (5,349) | 5,794 |
Issuance of common shares related to stock plans | 71 | 0 | 65 | 6 | 0 | 0 | 0 | 0 | 0 |
Issuance of common shares for cash offering | 36,857 | 0 | 243 | 36,614 | 0 | 0 | 0 | 0 | |
Stock-based compensation, net | (1,841) | 0 | 0 | 2,649 | 0 | 8 | 0 | (4,498) | 0 |
Distributions to non-controlling interests | (37) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (37) |
Dividends declared-common shares | (55,810) | 0 | 0 | 0 | (55,810) | 0 | 0 | 0 | 0 |
Dividends declared-preferred shares | (5,578) | 0 | 0 | 0 | (5,578) | 0 | 0 | 0 | 0 |
Comprehensive income | 74,364 | 0 | 0 | 0 | 74,327 | 0 | 0 | 0 | 37 |
Ending Balance at Jun. 30, 2022 | 2,090,678 | 175,000 | 21,437 | 5,973,435 | (4,079,844) | 4,703 | 0 | (9,847) | 5,794 |
Beginning Balance at Dec. 31, 2021 | 2,042,652 | 175,000 | 21,129 | 5,934,166 | (4,092,783) | 4,695 | 0 | (5,349) | 5,794 |
Comprehensive income | 150,359 | ||||||||
Ending Balance at Sep. 30, 2022 | 2,117,435 | 175,000 | 21,437 | 5,974,001 | (4,044,178) | 4,865 | 9,782 | (29,266) | 5,794 |
Beginning Balance at Jun. 30, 2022 | 2,090,678 | 175,000 | 21,437 | 5,973,435 | (4,079,844) | 4,703 | 0 | (9,847) | 5,794 |
Issuance of common shares related to stock plans | 6 | 0 | 0 | 6 | 0 | 0 | 0 | 0 | 0 |
Expenses for cash offering | (126) | 0 | (126) | 0 | 0 | 0 | 0 | 0 | |
Stock-based compensation, net | 1,429 | 0 | 0 | 686 | 0 | 162 | 0 | 581 | 0 |
Repurchase of common shares | (20,000) | 0 | 0 | 0 | 0 | 0 | 0 | (20,000) | 0 |
Distributions to non-controlling interests | (18) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (18) |
Dividends declared-common shares | (27,740) | 0 | 0 | 0 | (27,740) | 0 | 0 | 0 | 0 |
Dividends declared-preferred shares | (2,789) | 0 | 0 | 0 | (2,789) | 0 | 0 | 0 | 0 |
Comprehensive income | 75,995 | 0 | 0 | 0 | 66,195 | 0 | 9,782 | 0 | 18 |
Ending Balance at Sep. 30, 2022 | $ 2,117,435 | $ 175,000 | $ 21,437 | $ 5,974,001 | $ (4,044,178) | $ 4,865 | $ 9,782 | $ (29,266) | $ 5,794 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flow from operating activities: | ||
Net income | $ 140,577 | $ 66,325 |
Adjustments to reconcile net income to net cash flow provided by operating activities: | ||
Depreciation and amortization | 152,564 | 137,446 |
Stock-based compensation | 5,430 | 11,698 |
Amortization and write-off of debt issuance costs and fair market value of debt adjustments | 3,929 | 3,210 |
Equity in net income of joint ventures | (27,468) | (11,059) |
Operating cash distributions from joint ventures | 1,111 | 2,840 |
Gain on sale and change in control of interests | (45,554) | (13,943) |
Gain on disposition of real estate, net | (31,292) | (6,069) |
Impairment charges | 2,536 | 7,270 |
Assumption of buildings due to ground lease terminations | (2,900) | 0 |
Net change in accounts receivable | 95 | 18,391 |
Net change in accounts payable and accrued expenses | 8,025 | 5,143 |
Net change in other operating assets and liabilities | (1,567) | (3,888) |
Total adjustments | 64,909 | 151,039 |
Net cash flow provided by operating activities | 205,486 | 217,364 |
Cash flow from investing activities: | ||
Real estate acquired, net of liabilities and cash assumed | (329,570) | (62,610) |
Real estate developed and improvements to operating real estate | (87,902) | (55,677) |
Proceeds from disposition of joint venture interests | 39,250 | 0 |
Proceeds from disposition of real estate | 55,866 | 29,793 |
Equity contributions to joint ventures | (143) | (247) |
Distributions from unconsolidated joint ventures | 39,656 | 23,081 |
Repayment of joint venture advances, net | 0 | 929 |
Net cash flow used for investing activities | (282,843) | (64,731) |
Cash flow from financing activities: | ||
Proceeds from (repayment of) revolving credit facilities, net | 80,000 | (135,000) |
Proceeds from unsecured term loan | 100,000 | 0 |
Payment of debt issuance costs | (7,598) | 0 |
Repayment of mortgage debt | (35,577) | (25,613) |
Proceeds from issuance of common shares, net of offering expenses | 36,731 | 225,166 |
Redemption of preferred shares | 0 | (150,019) |
Repurchase of common shares in conjunction with equity award plans and dividend reinvestment plan | (5,873) | (4,878) |
Repurchase of common shares | (20,000) | 0 |
Distributions to non-controlling interests and redeemable operating partnership units | (53) | (39) |
Dividends paid | (89,523) | (71,325) |
Net cash flow provided by (used for) financing activities | 58,107 | (161,708) |
Effect of foreign exchange rate changes on cash and cash equivalents | 0 | (1) |
Net decrease in cash, cash equivalents and restricted cash | (19,250) | (9,075) |
Cash, cash equivalents and restricted cash, beginning of period | 43,252 | 74,414 |
Cash, cash equivalents and restricted cash, end of period | $ 24,002 | $ 65,338 |
Nature of Business and Financia
Nature of Business and Financial Statement Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business and Financial Statement Presentation | Notes to Condensed Consolid ated 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 owning, leasing, acquiring, redeveloping, developing and managing shopping centers. Unless otherwise provided, references herein to the Company or SITE Centers include SITE Centers Corp. and its wholly-owned subsidiaries. The Company’s tenant base includes a mixture of national and regional retail chains and local tenants. Consequently, the Company’s credit risk is primarily concentrated in the retail industry. Use of Estimates in Preparation of Financial Statements 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. 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 and nine months ended September 30, 2022 and 2021, 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, 2021 . 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). 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): Nine Months Ended September 30, 2022 2021 Consolidation of the net assets of previously unconsolidated joint ventures $ 42.8 $ — Investment in joint venture related to net assets acquired 8.5 — Dividends declared, but not paid 30.5 28.3 Accounts payable related to construction in progress 12.6 10.2 Assumption of buildings due to ground lease terminations 2.9 — Mortgages assumed, shopping center acquisition — 17.9 Write-off of preferred share original issuance costs — 5.1 Tax receivable - investment sale proceeds — 4.1 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
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 was significantly impacted by the COVID-19 pandemic. Though the impact of the COVID-19 pandemic on tenant operations 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, primarily in 2020. The COVID-19 pandemic also had a significant impact on the Company’s collection of rents from April 2020 through the end of 2020. The Company engaged in discussions with most of its larger tenants that failed to satisfy all or a portion of their rent obligations and 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. As of September 30, 2022, the majority of these deferral arrangements for tenants that are not accounted for on the cash basis have been repaid. 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, all existing accounts receivable relating to these tenants have been reserved in full, including straight-line rental income, and no rental income is recognized from such tenants once they have been placed on the cash basis of accounting until payments are received. 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 recorded net uncollectible revenue of $ 1.9 million for the nine months ended September 30, 2022, primarily due to rental income paid in 2022 related to outstanding amounts owed for prior periods from tenants on the cash basis of accounting and related reserve adjustments. Fee and Other Income Fee and Other Income on the consolidated statements of operations includes revenue from contracts with customers, which is primarily from the Company's unconsolidated joint ventures (Note 3). Revenue from contracts with Retail Value Inc. was $ 0.1 million and $ 9.5 million for the three months ended September 30, 2022 and 2021 , respectively, and $ 0.9 million and $ 19.4 million for the nine months ended September 30, 2022 and 2021 , respectively. |
Investments in and Advances to
Investments in and Advances to Joint Ventures | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investments in and Advances to Joint Ventures | 3. Investments in and Advances to Joint Ventures At September 30, 2022 and December 31, 2021, the Company had ownership interests in various unconsolidated joint ventures that had investments in 19 and 47 shopping center properties, respectively. Condensed combined financial information of the Company’s unconsolidated joint venture investments is as follows (in thousands): September 30, 2022 December 31, 2021 Condensed Combined Balance Sheets Land $ 214,310 $ 378,442 Buildings 651,111 1,092,245 Fixtures and tenant improvements 69,964 123,313 935,385 1,594,000 Less: Accumulated depreciation ( 218,942 ) ( 441,215 ) 716,443 1,152,785 Construction in progress and land 1,655 5,778 Real estate, net 718,098 1,158,563 Cash and restricted cash 43,951 37,535 Receivables, net 11,122 16,854 Other assets, net 38,973 49,029 $ 812,144 $ 1,261,981 Mortgage debt $ 539,897 $ 873,336 Notes and accrued interest payable to the Company 3,194 3,331 Other liabilities 41,304 51,473 584,395 928,140 Accumulated equity 227,749 333,841 $ 812,144 $ 1,261,981 Company's share of accumulated equity $ 43,886 $ 59,286 Basis differentials ( 760 ) 2,946 Deferred development fees, net of portion related to the Company's interest ( 319 ) ( 937 ) Amounts payable to the Company 3,194 3,331 Investments in and Advances to Joint Ventures, net $ 46,001 $ 64,626 Three Months Nine Months Ended September 30, Ended September 30, 2022 2021 2022 2021 Condensed Combined Statements of Operations Revenues from operations $ 25,855 $ 48,666 $ 105,666 $ 150,623 Expenses from operations: Operating expenses 6,975 12,931 28,991 41,217 Impairment charges 9,010 — 17,550 — Depreciation and amortization 9,450 16,605 37,123 50,309 Interest expense 8,241 10,980 26,560 32,898 Other expense, net 6,120 2,832 11,114 8,806 39,796 43,348 121,338 133,230 (Loss) income before gain on disposition of real estate ( 13,941 ) 5,318 ( 15,672 ) 17,393 Gain (loss) on disposition of real estate, net 119,813 ( 455 ) 121,505 36,132 Net income attributable to unconsolidated joint ventures $ 105,872 $ 4,863 $ 105,833 $ 53,525 Company's share of equity in net income of joint ventures $ 21,276 $ 1,760 $ 21,898 $ 9,897 Basis differential adjustments (A) 4,642 64 5,570 1,162 Equity in net income of joint ventures $ 25,918 $ 1,824 $ 27,468 $ 11,059 (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 are as follows (in millions): Three Months Nine Months Ended September 30, Ended September 30, 2022 2021 2022 2021 Revenue from contracts: Asset and property management fees $ 1.7 $ 2.8 $ 6.2 $ 8.0 Leasing commissions and development fees 0.6 0.6 1.6 1.5 2.3 3.4 7.8 9.5 Other 0.2 0.4 0.8 1.2 $ 2.5 $ 3.8 $ 8.6 $ 10.7 Disposition of Shopping Centers and Joint Venture Interests In the third quarter of 2022, the DDRM Joint Venture sold a portfolio of 13 shopping centers for an aggregate sales price of $ 387.6 million ($ 77.5 million at the Company's share) with the related mortgage debt of $ 225.0 million repaid upon closing. In 2022, the DDRM Joint Venture sold two additional shopping centers for an aggregate sales price of $ 41.0 million ($ 8.2 million at the Company’s share). The Company’s share of the gain on sale on these transactions was $ 27.3 million. In the second quarter of 2022, the Company sold its 20 % interest in the SAU Joint Venture to its partner, the State of Utah, based on a gross asset value of $ 155.7 million (at 100 %). In addition, the Company sold its 50 % interest in Lennox Town Center to its partner, based on a gross asset value of $ 77.0 million (at 100 %). These transactions resulted in Gain on Sale of Interests of $ 42.2 million. In the first quarter of 2022, the Company acquired its joint venture partner’s 80 % interest in one asset owned by the DDRM Joint Venture (Casselberry Commons, Casselberry, Florida) for $ 35.6 million, and stepped up the previous 20 % interest due to change in control. The transaction resulted in Gain on Change in Control of Interests of $ 3.3 million (Note 4). |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions During the nine months ended September 30, 2022, the Company acquired the following shopping centers (in millions): Asset Location Date Purchase Artesia Village Scottsdale, Arizona January 2022 $ 14.5 Casselberry Commons (A) Casselberry, Florida February 2022 35.6 Shops at Boca Center Boca Raton, Florida March 2022 90.0 Shoppes of Crabapple Alpharetta, Georgia April 2022 4.4 La Fiesta Square Lafayette, California May 2022 60.8 Lafayette Mercantile Lafayette, California May 2022 43.0 Shops at Tanglewood Houston, Texas June 2022 22.2 Boulevard Marketplace Fairfax, Virginia June 2022 10.4 Fairfax Marketplace Fairfax, Virginia June 2022 16.0 Fairfax Pointe Fairfax, Virginia June 2022 8.4 Parkwood Shops Atlanta, Georgia July 2022 8.4 Chandler Center Chandler, Arizona August 2022 7.0 Shops at Power and Baseline Mesa, Arizona August 2022 4.6 Northsight Plaza Scottsdale, Arizona August 2022 5.3 Broadway Center Tempe, Arizona August 2022 6.1 (A) Acquired its joint venture partner’s 80 % interest from the DDRM Joint Venture. The purchase price of $ 44.5 million at 100 % (or $ 35.6 million at 80 %) is equal to the estimated fair value of the property plus transaction costs incurred (Note 3). The fair value of the acquisitions was allocated as follows (in thousands): Weighted-Average Land $ 92,848 N/A Buildings 223,221 (A) Tenant improvements 4,454 (A) In-place leases (including lease origination costs and fair market value of leases) 29,395 6.4 Other assets assumed 505 N/A 350,423 Less: Below-market leases ( 9,472 ) 13.8 Less: Other liabilities assumed ( 2,890 ) N/A Net assets acquired $ 338,061 (A) Depreciated in accordance with the Company’s policy. Consideration: Cash $ 329,570 Gain on Change in Control of Interest 3,319 Carrying value of previously held common equity interest 5,172 Total consideration $ 338,061 Included in the Company’s consolidated statements of operations for the three and nine months ended September 30, 2022, was $ 6.2 million and $ 11.1 million, respectively, in total revenues from the date of acquisition through September 30, 2022 , for the properties acquired in 2022. |
Other Assets and Intangibles, n
Other Assets and Intangibles, net | 9 Months Ended |
Sep. 30, 2022 | |
Other Assets [Abstract] | |
Other Assets and Intangibles, net | 5. Other Assets and Intangibles, net Other assets and intangibles consist of the following (in thousands): September 30, 2022 December 31, 2021 Intangible assets: In-place leases, net $ 69,415 $ 64,464 Above-market leases, net 7,724 7,390 Lease origination costs, net 8,753 6,636 Tenant relationships, net 12,661 15,569 Total intangible assets, net (A) 98,553 94,059 Operating lease ROU assets 17,795 19,047 Other assets: Prepaid expenses 9,617 7,722 Swap receivable 8,895 — Other assets 1,358 1,708 Deposits 3,217 3,796 Deferred charges, net 8,072 4,147 Total other assets, net $ 147,507 $ 130,479 Below-market leases, net (other liabilities) $ 63,267 $ 59,690 (A) The Company recorded amortization expense related to its intangibles, excluding above- and below-market leases, of $ 7.1 million and $ 5.3 million for the three months ended September 30, 2022 and 2021, respectively, and $ 20.7 million and $ 16.3 million for the nine months ended September 30, 2022 and 2021 , respectively. |
Revolving Credit Facilities
Revolving Credit Facilities | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facilities | 6. Revolving Credit Facilities As of September 30, 2022, the Company’s Revolving Credit Facility (as defined below) had outstanding borrowings of $ 80.0 million with a weighted-average interest rate of 3.9 %. In June 2022, the Company amended and restated its unsecured revolving credit facility with a syndicate of financial institutions and J.P. Morgan Chase Bank, N.A., as administrative agent (the “Revolving Credit Facility”). The Revolving Credit Facility provides for borrowings of up to $ 950 million if 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. The Revolving Credit Facility was amended to, among other things, (i) modify the financial covenants and certain other provisions contained therein, (ii) extend the maturity date to June 2026 subject to two six-month options to extend the maturity to June 2027 upon the Company’s request (subject to satisfaction of certain conditions) , and (iii) change the interest rate benchmark from the London Inter-Bank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”). The Company’s borrowings under the Revolving Credit Facility bear interest at variable rates at the Company’s election, based on either (i) the SOFR rate plus a spread ( 0.95 % at September 30, 2022 ) or (ii) the alternative base rate plus a spread ( 0 % at September 30, 2022 ). The Revolving Credit Facility also provides for an annual facility fee, which was 20 basis points on the entire facility at September 30, 2022 . The specified spreads and facility fee vary depending on the Company’s long-term senior unsecured debt ratings from Moody’s Investors Service, Inc., S&P Global Ratings and Fitch Investor Services, Inc. (or their respective successors). The Revolving Credit Facility also features a sustainability-linked pricing component whereby the applicable interest rate margin can be adjusted by one or two basis points if the Company meets certain sustainability performance targets. The Company is required to comply with certain covenants under the Revolving Credit Facility 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 September 30, 2022 . In June 2022, in connection with the amendment to the Revolving Credit Facility described above, the Company terminated its separate $ 20 million unsecured revolving credit facility with PNC Bank, National Association. |
Term Loan
Term Loan | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Term Loan | 7. Term Loan As of September 30, 2022, the Company’s Term Loan (as defined below) had outstanding borrowings of $ 200.0 million, all of which has been converted to a fixed interest rate through the utilization of the Swap (Note 8). The effective fixed rate which includes the applicable margin described below is 3.8 %. In June 2022, the Company amended and restated its $ 100 million unsecured term loan with a syndicate of financial institutions and Wells Fargo Bank, National Association, as administrative agent (the “Term Loan”) to, among other things, (i) modify the financial covenants and certain other provisions contained therein in a manner consistent with the amendments made to the Revolving Credit Facility, (ii) extend the maturity date to June 2027 , (iii) add a $ 100 million delayed draw feature (that was drawn upon in June 2022) and (iv) change the interest rate benchmark from LIBOR to SOFR. The Term Loan bears interest at variable rates, based on the Company’s long-term senior unsecured debt ratings, equal to (i) the SOFR rate plus a spread ( 1.05 % at September 30, 2022) or (ii) the alternative base rate plus a spread ( 0.0 % at September 30, 2022). The Company may increase the principal amount of the Term Loan in the future to up to $ 800 million in the aggregate provided that existing or new lenders are identified to provide additional loan commitments. The Term Loan also features a sustainability-linked pricing component whereby the applicable interest rate margin can be adjusted by one to two basis points if the Company meets certain sustainability performance targets. The Company is required to comply with covenants similar to those contained in the Revolving Credit Facility. The Company was in compliance with these financial covenants at September 30, 2022. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | 8. Financial Instruments and Fair Value Measurements Measurement of Fair Value At September 30, 2022, the Company used a pay-fixed interest rate swap to manage its exposure to changes in benchmark interest rates (the “Swap”). The estimated fair value was determined using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contract, are incorporated in the fair value to account for potential non-performance risk, including the Company’s own non-performance risk and the respective counterparty’s non-performance risk. The Company determined that the significant inputs used to value its derivative fell within Level 2 of the fair value hierarchy. Items Measured on Fair Value on a Recurring Basis The Company maintains an interest rate swap agreement (included in Other Assets) measured at fair value on a recurring basis as of September 30, 2022. The following table presents information about the Company’s financial assets and liabilities and indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions): Fair Value Measurements Assets: Level 1 Level 2 Level 3 Total September 30, 2022 Derivative Financial Instruments $ — $ 8.9 $ — $ 8.9 Debt 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): September 30, 2022 December 31, 2021 Carrying Fair Carrying Fair Senior Notes $ 1,453,384 $ 1,374,206 $ 1,451,768 $ 1,559,973 Revolving Credit Facilities and Term Loan 278,437 280,000 99,810 100,000 Mortgage Indebtedness 90,235 87,535 125,799 127,488 $ 1,822,056 $ 1,741,741 $ 1,677,377 $ 1,787,461 Risk Management Objective of Using Derivatives The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its debt funding and, from time to time, through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the values of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings. Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to manage its exposure to interest rate movements. To accomplish this objective, the Company generally uses swaps as part of its interest rate risk management strategy. The swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. As of September 30, 2022, the Company had one effective Swap with a notional amount of $ 200.0 million, expiring in June 2027 , which converts SOFR rate debt to a fixed rate of 2.75 %. The effective portion of changes in the fair value of derivatives designated, and that qualify, as cash flow hedges is recorded in Accumulated Other Comprehensive Income (“OCI”) and is subsequently reclassified into earnings, into interest expense, in the period that the hedged forecasted transaction affects earnings. All components of the Swap were included in the assessment of hedge effectiveness. The Company expects to reflect within the next 12 months, a decrease to interest expense (and a corresponding increase to earnings) of approxi mately $ 2.8 million. The Company is exposed to credit risk in the event of non-performance by the counterparty to the Swaps if the derivative position has a positive balance. The Company believes it mitigates its credit risk by entering into swaps with major financial institutions. The Company continually monitors and actively manages interest costs on its variable-rate debt portfolio and may enter into additional interest rate swap positions or other derivative interest rate instruments based on market conditions. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. Credit Risk-Related Contingent Features The Company has an agreement with the Swap counterparty that contains a provision whereby if the Company defaults on certain of its indebtedness, the Company could also be declared in default on the Swap, resulting in an acceleration of payment under the Swap. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Equity | 9. Equity Common Share Dividend Three Months Nine Months Ended September 30, Ended September 30, 2022 2021 2022 2021 Common share dividends declared per share $ 0.13 $ 0.12 $ 0.39 $ 0.35 Common Shares Repurchased In the third quarter of 2022, the Company r epurchased 1.6 million of its common shares in open market transactions at an aggregate cost of $ 20.0 million, or $ 12.74 per share. Common Shares Issued On March 1, 2022, the Company settled 2.2 million common shares which were offered and sold on a forward basis in 2021 under its $ 250 million continuous equity program, resulting in gross proceeds of $ 35.1 million. In the second quarter of 2022, the Company sold 201,800 common shares at a weighted-average price of $ 16.03 per share before issuance costs resulting in gross proceeds of $ 3.2 million. |
Other Comprehensive Income
Other Comprehensive Income | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Other Comprehensive Income, Noncontrolling Interest [Text Block] | 10. Other Comprehensive Income The changes in Accumulated Other Comprehensive Income by component are as follows (in thousands): Balance, December 31, 2021 $ — Comprehensive income from cash flow hedges 9,782 Balance, September 30, 2022 $ 9,782 |
Impairments
Impairments | 9 Months Ended |
Sep. 30, 2022 | |
Asset Impairment Charges [Abstract] | |
Impairments | 11. Impairments For the nine months ended September 30, 2022, the Company recorded an impairment charge of $ 2.5 million as a result of its tenant exercising a $ 7.0 million fixed price purchase option of their building pursuant to the lease agreement. The charge was based on the difference between the carrying value of the asset and the purchase price. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 12. 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 Nine Months Ended September 30, Ended September 30, 2022 2021 2022 2021 Numerators – Basic and Diluted Net income $ 66,213 $ 28,157 $ 140,577 $ 66,325 Income attributable to non-controlling interests ( 18 ) ( 93 ) ( 55 ) ( 384 ) Write-off of preferred share original issuance costs — — — ( 5,156 ) Preferred dividends ( 2,789 ) ( 2,789 ) ( 8,367 ) ( 10,867 ) Earnings attributable to unvested shares and OP units ( 117 ) ( 150 ) ( 368 ) ( 450 ) Net income attributable to common shareholders after $ 63,289 $ 25,125 $ 131,787 $ 49,468 Denominators – Number of Shares Basic — Average shares outstanding 213,846 211,048 213,278 206,918 Assumed conversion of dilutive securities: PRSUs 341 1,114 441 1,146 Forward equity — 29 — 10 OP units 141 — 141 — Diluted — Average shares outstanding 214,328 212,191 213,860 208,074 Earnings Per Share: Basic $ 0.30 $ 0.12 $ 0.62 $ 0.24 Diluted $ 0.30 $ 0.12 $ 0.62 $ 0.24 For the three and nine months ended September 30, 2022, Performance Restricted Stock Units (“PRSUs”) issued to certain executives in March 2020 were considered in the computation of diluted EPS and the PRSUs issued in March 2022 and March 2021 were not considered in computing diluted EPS because they were antidilutive. For the three and nine months ended September 30, 2021 , PRSUs issued to certain executives in March 2021, March 2020 and March 2019 were considered in the computation of diluted EPS. The Company recorded a mark-to-market adjustment of $ 5.6 million as expense for the nine months ended September 30, 2021 , in connection with the PRSUs granted in March 2018. In March 2022, the Company issued 519,255 common shares in settlement of certain PRSUs granted in 2019 and 2020. The agreements to offer and sell approximately 1.7 million common shares on a forward basis were considered in the computation of diluted EPS for the three and nine months ended September 30, 2021. These shares were settled in the first quarter of 2022 (Note 9). |
Nature of Business and Financ_2
Nature of Business and Financial Statement Presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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 owning, leasing, acquiring, redeveloping, developing and managing shopping centers. Unless otherwise provided, references herein to the Company or SITE Centers include SITE Centers Corp. and its wholly-owned subsidiaries. The Company’s tenant base includes a mixture of national and regional retail chains and local tenants. Consequently, the Company’s credit risk is primarily concentrated in the retail industry. |
Use of Estimates in Preparation of Financial Statements | 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. Actual results could differ from those estimates. |
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 and nine months ended September 30, 2022 and 2021, 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, 2021 . |
Principles of Consolidation | 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). |
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): Nine Months Ended September 30, 2022 2021 Consolidation of the net assets of previously unconsolidated joint ventures $ 42.8 $ — Investment in joint venture related to net assets acquired 8.5 — Dividends declared, but not paid 30.5 28.3 Accounts payable related to construction in progress 12.6 10.2 Assumption of buildings due to ground lease terminations 2.9 — Mortgages assumed, shopping center acquisition — 17.9 Write-off of preferred share original issuance costs — 5.1 Tax receivable - investment sale proceeds — 4.1 |
Nature of Business and Financ_3
Nature of Business and Financial Statement Presentation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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): Nine Months Ended September 30, 2022 2021 Consolidation of the net assets of previously unconsolidated joint ventures $ 42.8 $ — Investment in joint venture related to net assets acquired 8.5 — Dividends declared, but not paid 30.5 28.3 Accounts payable related to construction in progress 12.6 10.2 Assumption of buildings due to ground lease terminations 2.9 — Mortgages assumed, shopping center acquisition — 17.9 Write-off of preferred share original issuance costs — 5.1 Tax receivable - investment sale proceeds — 4.1 |
Investments in and Advances t_2
Investments in and Advances to Joint Ventures (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Condensed Combined Financial Information of Company's Unconsolidated Joint Venture Investments | At September 30, 2022 and December 31, 2021, the Company had ownership interests in various unconsolidated joint ventures that had investments in 19 and 47 shopping center properties, respectively. Condensed combined financial information of the Company’s unconsolidated joint venture investments is as follows (in thousands): September 30, 2022 December 31, 2021 Condensed Combined Balance Sheets Land $ 214,310 $ 378,442 Buildings 651,111 1,092,245 Fixtures and tenant improvements 69,964 123,313 935,385 1,594,000 Less: Accumulated depreciation ( 218,942 ) ( 441,215 ) 716,443 1,152,785 Construction in progress and land 1,655 5,778 Real estate, net 718,098 1,158,563 Cash and restricted cash 43,951 37,535 Receivables, net 11,122 16,854 Other assets, net 38,973 49,029 $ 812,144 $ 1,261,981 Mortgage debt $ 539,897 $ 873,336 Notes and accrued interest payable to the Company 3,194 3,331 Other liabilities 41,304 51,473 584,395 928,140 Accumulated equity 227,749 333,841 $ 812,144 $ 1,261,981 Company's share of accumulated equity $ 43,886 $ 59,286 Basis differentials ( 760 ) 2,946 Deferred development fees, net of portion related to the Company's interest ( 319 ) ( 937 ) Amounts payable to the Company 3,194 3,331 Investments in and Advances to Joint Ventures, net $ 46,001 $ 64,626 |
Condensed Combined Statements of Operations of Unconsolidated Joint Venture Investments | Three Months Nine Months Ended September 30, Ended September 30, 2022 2021 2022 2021 Condensed Combined Statements of Operations Revenues from operations $ 25,855 $ 48,666 $ 105,666 $ 150,623 Expenses from operations: Operating expenses 6,975 12,931 28,991 41,217 Impairment charges 9,010 — 17,550 — Depreciation and amortization 9,450 16,605 37,123 50,309 Interest expense 8,241 10,980 26,560 32,898 Other expense, net 6,120 2,832 11,114 8,806 39,796 43,348 121,338 133,230 (Loss) income before gain on disposition of real estate ( 13,941 ) 5,318 ( 15,672 ) 17,393 Gain (loss) on disposition of real estate, net 119,813 ( 455 ) 121,505 36,132 Net income attributable to unconsolidated joint ventures $ 105,872 $ 4,863 $ 105,833 $ 53,525 Company's share of equity in net income of joint ventures $ 21,276 $ 1,760 $ 21,898 $ 9,897 Basis differential adjustments (A) 4,642 64 5,570 1,162 Equity in net income of joint ventures $ 25,918 $ 1,824 $ 27,468 $ 11,059 (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 are as follows (in millions): Three Months Nine Months Ended September 30, Ended September 30, 2022 2021 2022 2021 Revenue from contracts: Asset and property management fees $ 1.7 $ 2.8 $ 6.2 $ 8.0 Leasing commissions and development fees 0.6 0.6 1.6 1.5 2.3 3.4 7.8 9.5 Other 0.2 0.4 0.8 1.2 $ 2.5 $ 3.8 $ 8.6 $ 10.7 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of Company Acquired Shopping Centers | During the nine months ended September 30, 2022, the Company acquired the following shopping centers (in millions): Asset Location Date Purchase Artesia Village Scottsdale, Arizona January 2022 $ 14.5 Casselberry Commons (A) Casselberry, Florida February 2022 35.6 Shops at Boca Center Boca Raton, Florida March 2022 90.0 Shoppes of Crabapple Alpharetta, Georgia April 2022 4.4 La Fiesta Square Lafayette, California May 2022 60.8 Lafayette Mercantile Lafayette, California May 2022 43.0 Shops at Tanglewood Houston, Texas June 2022 22.2 Boulevard Marketplace Fairfax, Virginia June 2022 10.4 Fairfax Marketplace Fairfax, Virginia June 2022 16.0 Fairfax Pointe Fairfax, Virginia June 2022 8.4 Parkwood Shops Atlanta, Georgia July 2022 8.4 Chandler Center Chandler, Arizona August 2022 7.0 Shops at Power and Baseline Mesa, Arizona August 2022 4.6 Northsight Plaza Scottsdale, Arizona August 2022 5.3 Broadway Center Tempe, Arizona August 2022 6.1 (A) Acquired its joint venture partner’s 80 % interest from the DDRM Joint Venture. The purchase price of $ 44.5 million at 100 % (or $ 35.6 million at 80 %) is equal to the estimated fair value of the property plus transaction costs incurred (Note 3). |
Schedule of Acquisition Cost of Shopping Centers | The fair value of the acquisitions was allocated as follows (in thousands): Weighted-Average Land $ 92,848 N/A Buildings 223,221 (A) Tenant improvements 4,454 (A) In-place leases (including lease origination costs and fair market value of leases) 29,395 6.4 Other assets assumed 505 N/A 350,423 Less: Below-market leases ( 9,472 ) 13.8 Less: Other liabilities assumed ( 2,890 ) N/A Net assets acquired $ 338,061 (A) Depreciated in accordance with the Company’s policy. |
Consideration | Consideration: Cash $ 329,570 Gain on Change in Control of Interest 3,319 Carrying value of previously held common equity interest 5,172 Total consideration $ 338,061 |
Other Assets and Intangibles,_2
Other Assets and Intangibles, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Assets [Abstract] | |
Components of Other Assets and Intangibles | Other assets and intangibles consist of the following (in thousands): September 30, 2022 December 31, 2021 Intangible assets: In-place leases, net $ 69,415 $ 64,464 Above-market leases, net 7,724 7,390 Lease origination costs, net 8,753 6,636 Tenant relationships, net 12,661 15,569 Total intangible assets, net (A) 98,553 94,059 Operating lease ROU assets 17,795 19,047 Other assets: Prepaid expenses 9,617 7,722 Swap receivable 8,895 — Other assets 1,358 1,708 Deposits 3,217 3,796 Deferred charges, net 8,072 4,147 Total other assets, net $ 147,507 $ 130,479 Below-market leases, net (other liabilities) $ 63,267 $ 59,690 The Company recorded amortization expense related to its intangibles, excluding above- and below-market leases, of $ 7.1 million and $ 5.3 million for the three months ended September 30, 2022 and 2021, respectively, and $ 20.7 million and $ 16.3 million for the nine months ended September 30, 2022 and 2021 , respectively. |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | The following table presents information about the Company’s financial assets and liabilities and indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions): Fair Value Measurements Assets: Level 1 Level 2 Level 3 Total September 30, 2022 Derivative Financial Instruments $ — $ 8.9 $ — $ 8.9 |
Schedule of Carrying Values Different from Estimated Fair Values | Carrying values that are different from estimated fair values are summarized as follows (in thousands): September 30, 2022 December 31, 2021 Carrying Fair Carrying Fair Senior Notes $ 1,453,384 $ 1,374,206 $ 1,451,768 $ 1,559,973 Revolving Credit Facilities and Term Loan 278,437 280,000 99,810 100,000 Mortgage Indebtedness 90,235 87,535 125,799 127,488 $ 1,822,056 $ 1,741,741 $ 1,677,377 $ 1,787,461 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Common Shares [Member] | |
Common Share Dividends Declared | Common Share Dividend Three Months Nine Months Ended September 30, Ended September 30, 2022 2021 2022 2021 Common share dividends declared per share $ 0.13 $ 0.12 $ 0.39 $ 0.35 |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The changes in Accumulated Other Comprehensive Income by component are as follows (in thousands): Balance, December 31, 2021 $ — Comprehensive income from cash flow hedges 9,782 Balance, September 30, 2022 $ 9,782 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 Nine Months Ended September 30, Ended September 30, 2022 2021 2022 2021 Numerators – Basic and Diluted Net income $ 66,213 $ 28,157 $ 140,577 $ 66,325 Income attributable to non-controlling interests ( 18 ) ( 93 ) ( 55 ) ( 384 ) Write-off of preferred share original issuance costs — — — ( 5,156 ) Preferred dividends ( 2,789 ) ( 2,789 ) ( 8,367 ) ( 10,867 ) Earnings attributable to unvested shares and OP units ( 117 ) ( 150 ) ( 368 ) ( 450 ) Net income attributable to common shareholders after $ 63,289 $ 25,125 $ 131,787 $ 49,468 Denominators – Number of Shares Basic — Average shares outstanding 213,846 211,048 213,278 206,918 Assumed conversion of dilutive securities: PRSUs 341 1,114 441 1,146 Forward equity — 29 — 10 OP units 141 — 141 — Diluted — Average shares outstanding 214,328 212,191 213,860 208,074 Earnings Per Share: Basic $ 0.30 $ 0.12 $ 0.62 $ 0.24 Diluted $ 0.30 $ 0.12 $ 0.62 $ 0.24 |
Nature of Business and Financ_4
Nature of Business and Financial Statement Presentation - Non-cash Investing and Financing Activities (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Other Significant Noncash Transactions [Line Items] | |||
Consolidation of the net assets of previously unconsolidated joint ventures | $ 42,800 | $ 0 | |
Investment in joint venture related to net assets acquired | 8,500 | 0 | |
Dividends declared, but not paid | 30,528 | 28,300 | $ 28,243 |
Accounts payable related to construction in progress | 12,600 | 10,200 | |
Mortgages assumed, shopping center acquisitions | 0 | 17,900 | |
Write-off of preferred share original issuance costs | 0 | 5,100 | |
Tax receivable - investment sale proceeds | 0 | 4,100 | |
Building [Member] | |||
Other Significant Noncash Transactions [Line Items] | |||
Assumption of buildings due to ground lease terminations | $ 2,900 | $ 0 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
RVI [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue From Contract With Customer Excluding Assessed Tax | $ 0.1 | $ 9.5 | $ 0.9 | $ 19.4 |
Covid19 | ||||
Disaggregation Of Revenue [Line Items] | ||||
Rental income | $ 1.9 |
Investments in and Advances t_3
Investments in and Advances to Joint Ventures - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 USD ($) ShoppingCenter | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) Property | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) ShoppingCenter | Sep. 30, 2021 USD ($) | Dec. 31, 2021 ShoppingCenter | |
Schedule Of Equity Method Investments [Line Items] | |||||||
Acquired partner's interest | 80% | ||||||
Number of properties acquired | Property | 1 | ||||||
Purchase price of assets at company share | $ 35,600 | ||||||
Previous ownership interest stepped up due to change in control | 20% | ||||||
Gain on change in control of interests | $ 228 | $ 35 | $ 45,554 | $ 13,943 | |||
Acquisition Related Costs [Member] | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Gain on change in control of interests | $ 3,300 | $ 3,319 | |||||
Unconsolidated Joint Ventures [Member] | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Shopping centers owned | ShoppingCenter | 19 | 19 | 47 | ||||
SAU Joint Venture [Member] | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Gross asset value used for sale of interest | $ 155,700 | ||||||
Share of gross asset value used for sale of interest percent | 100% | ||||||
Equity interest percentage sold | 20% | ||||||
Lennox Town Center Joint Venture [Member] | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Gross asset value used for sale of interest | $ 77,000 | ||||||
Share of gross asset value used for sale of interest percent | 100% | ||||||
Equity interest percentage sold | 50% | ||||||
SAU and Lennox Town Center Joint Venture [Member] | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Gain on sale of interest | $ 42,200 | ||||||
D D R M Properties Joint Venture [Member] | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Company's proportionate share of gain on sale of joint venture assets | $ 27,300 | ||||||
DDRM Properties Joint Venture 2 Assets Sold [Member] | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Number of Shopping Center Sold | ShoppingCenter | 2 | ||||||
Sales price of joint venture assets | $ 41,000 | ||||||
Company share of sales price of joint venture assets | $ 8,200 | ||||||
DDRM Properties Joint Venture 13 Assets Sold [Member] | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Number of shopping center sold | ShoppingCenter | 13 | ||||||
Sales price of joint venture assets | $ 387,600 | ||||||
Company share of sales price of joint venture assets | 77,500 | ||||||
Mortgage debts repaid at closing | $ 225,000 |
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 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Condensed Combined Balance Sheets | ||||||
Land | $ 1,095,662 | $ 1,011,401 | ||||
Buildings | 3,848,821 | 3,624,164 | ||||
Fixtures and tenant improvements | 587,962 | 556,056 | ||||
Total real estate rental property | 5,532,445 | 5,191,621 | ||||
Less: Accumulated depreciation | (1,672,242) | (1,571,569) | ||||
Real estate rental property, net | 3,860,203 | 3,620,052 | ||||
Construction in progress and land | 59,812 | 47,260 | ||||
Total real estate assets, net | 3,920,015 | 3,667,312 | ||||
Other assets, net | 147,507 | 130,479 | ||||
Total assets | 4,196,971 | 3,967,051 | ||||
Mortgage debt | 90,235 | 125,799 | ||||
Total liabilities | 2,079,536 | 1,924,399 | ||||
Accumulated equity | 2,117,435 | $ 2,090,678 | 2,042,652 | $ 2,018,467 | $ 2,017,031 | $ 1,944,823 |
Total liabilities and equity | 4,196,971 | 3,967,051 | ||||
Company's share of accumulated equity | 43,886 | 59,286 | ||||
Basis differentials | (760) | 2,946 | ||||
Deferred development fees, net of portion related to the Company's interest | (319) | (937) | ||||
Amounts payable to the Company | 3,194 | 3,331 | ||||
Investments in and Advances to Joint Ventures, net | 46,001 | 64,626 | ||||
Unconsolidated Joint Ventures [Member] | ||||||
Condensed Combined Balance Sheets | ||||||
Land | 214,310 | 378,442 | ||||
Buildings | 651,111 | 1,092,245 | ||||
Fixtures and tenant improvements | 69,964 | 123,313 | ||||
Total real estate rental property | 935,385 | 1,594,000 | ||||
Less: Accumulated depreciation | (218,942) | (441,215) | ||||
Real estate rental property, net | 716,443 | 1,152,785 | ||||
Construction in progress and land | 1,655 | 5,778 | ||||
Total real estate assets, net | 718,098 | 1,158,563 | ||||
Cash and restricted cash | 43,951 | 37,535 | ||||
Receivables, net | 11,122 | 16,854 | ||||
Other assets, net | 38,973 | 49,029 | ||||
Total assets | 812,144 | 1,261,981 | ||||
Mortgage debt | 539,897 | 873,336 | ||||
Notes and accrued interest payable to the Company | 3,194 | 3,331 | ||||
Other liabilities | 41,304 | 51,473 | ||||
Total liabilities | 584,395 | 928,140 | ||||
Accumulated equity | 227,749 | 333,841 | ||||
Total liabilities and equity | $ 812,144 | $ 1,261,981 |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Condensed Combined Statements of Operations | ||||
Revenues from operations | $ 138,843 | $ 134,441 | $ 413,845 | $ 398,048 |
Expenses from operations: | ||||
Operating expenses | 104,715 | 94,118 | 317,261 | 302,822 |
Impairment charges | 2,536 | 7,270 | ||
Depreciation and amortization | 51,179 | 44,669 | 152,564 | 137,446 |
Interest expense | 20,139 | 19,170 | 57,306 | 57,701 |
Other expense, net | 501 | 524 | 2,152 | 1,214 |
Net income | 66,213 | 28,157 | 140,577 | 66,325 |
Company's share of equity in net income of joint ventures | 21,276 | 1,760 | 21,898 | 9,897 |
Basis differential adjustments | 4,642 | 64 | 5,570 | 1,162 |
Equity in net income of joint ventures | 25,918 | 1,824 | 27,468 | 11,059 |
Unconsolidated Joint Ventures [Member] | ||||
Condensed Combined Statements of Operations | ||||
Revenues from operations | 25,855 | 48,666 | 105,666 | 150,623 |
Expenses from operations: | ||||
Operating expenses | 6,975 | 12,931 | 28,991 | 41,217 |
Impairment charges | 9,010 | 0 | 17,550 | 0 |
Depreciation and amortization | 9,450 | 16,605 | 37,123 | 50,309 |
Interest expense | 8,241 | 10,980 | 26,560 | 32,898 |
Other expense, net | 6,120 | 2,832 | 11,114 | 8,806 |
Total expenses | 39,796 | 43,348 | 121,338 | 133,230 |
(Loss) income before gain on disposition of real estate | (13,941) | 5,318 | (15,672) | 17,393 |
Gain (loss) on disposition of real estate, net | 119,813 | (455) | 121,505 | 36,132 |
Net income | $ 105,872 | $ 4,863 | $ 105,833 | $ 53,525 |
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) - Unconsolidated Joint Ventures [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue from contracts: | ||||
Total revenue from contracts with customers | $ 2.3 | $ 3.4 | $ 7.8 | $ 9.5 |
Other | 0.2 | 0.4 | 0.8 | 1.2 |
Revenue and other income | 2.5 | 3.8 | 8.6 | 10.7 |
Asset and Property Management Fees [Member] | ||||
Revenue from contracts: | ||||
Total revenue from contracts with customers | 1.7 | 2.8 | 6.2 | 8 |
Leasing commissions and development fees [Member] | ||||
Revenue from contracts: | ||||
Total revenue from contracts with customers | $ 0.6 | $ 0.6 | $ 1.6 | $ 1.5 |
Acquisitions - Schedule of Comp
Acquisitions - Schedule of Company Acquired Shopping Centers (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Artesia Village [Member] | Scottsdale Arizona [Member] | |
Business Acquisition [Line Items] | |
Date Acquired | 2022-01 |
Purchase Price | $ 14.5 |
Casselberry Commons [Member] | Casselberry, Florida | |
Business Acquisition [Line Items] | |
Date Acquired | 2022-02 |
Purchase Price | $ 35.6 |
Shops at Boca Center [Member] | Boca Raton, Florida | |
Business Acquisition [Line Items] | |
Date Acquired | 2022-03 |
Purchase Price | $ 90 |
Shoppes of Crabapple [Member] | Alpharetta, Georgia [Member] | |
Business Acquisition [Line Items] | |
Date Acquired | 2022-04 |
Purchase Price | $ 4.4 |
La Fiesta Square [Member] | Lafayette, California [Member] | |
Business Acquisition [Line Items] | |
Date Acquired | 2022-05 |
Purchase Price | $ 60.8 |
Lafayette Mercantile [Member] | Lafayette, California [Member] | |
Business Acquisition [Line Items] | |
Date Acquired | 2022-05 |
Purchase Price | $ 43 |
Shops at Tanglewood [Member] | Houston, Texas [Member] | |
Business Acquisition [Line Items] | |
Date Acquired | 2022-06 |
Purchase Price | $ 22.2 |
Boulevard Marketplace [Member] | Fairfax, Virginia [Member] | |
Business Acquisition [Line Items] | |
Date Acquired | 2022-06 |
Purchase Price | $ 10.4 |
Fairfax Marketplace [Member] | Fairfax, Virginia [Member] | |
Business Acquisition [Line Items] | |
Date Acquired | 2022-06 |
Purchase Price | $ 16 |
Fairfax Pointe [Member] | Fairfax, Virginia [Member] | |
Business Acquisition [Line Items] | |
Date Acquired | 2022-06 |
Purchase Price | $ 8.4 |
Parkwood Shops [Member] | Atlanta, Georgia [Member] | |
Business Acquisition [Line Items] | |
Date Acquired | 2022-07 |
Purchase Price | $ 8.4 |
Chandler Center [Member] | Chandler, Arizona [Member] | |
Business Acquisition [Line Items] | |
Date Acquired | 2022-08 |
Purchase Price | $ 7 |
Shops at Power and Baseline [Member] | Mesa, Arizona [Member] | |
Business Acquisition [Line Items] | |
Date Acquired | 2022-08 |
Purchase Price | $ 4.6 |
Northsight Plaza [Member] | Scottsdale Arizona [Member] | |
Business Acquisition [Line Items] | |
Date Acquired | 2022-08 |
Purchase Price | $ 5.3 |
Broadway Center [Member] | Tempe, Arizona [Member] | |
Business Acquisition [Line Items] | |
Date Acquired | 2022-08 |
Purchase Price | $ 6.1 |
Acquisitions - Schedule of Co_2
Acquisitions - Schedule of Company Acquired Shopping Centers (Parenthetical) (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Feb. 28, 2022 |
Business Acquisition [Line Items] | ||
Acquired partner's interest | 80% | |
Purchase price of assets at company share | $ 35.6 | |
D D R M Properties | ||
Business Acquisition [Line Items] | ||
Acquired partner's interest | 80% | |
Purchase Price Of Assets At Full Share | $ 44.5 | |
Purchase Price Of Assets Full Share Percent | 100% | |
Purchase price of assets at company share | $ 35.6 | |
Purchase Price Of Assets Company Share Percent | 80% |
Acquisitions - Schedule of Acqu
Acquisitions - Schedule of Acquisition Cost of Shopping Centers (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Less: Below-market leases | $ (63,267) | $ (63,267) | $ (59,690) | |||
Gain on change in control of interests | 228 | $ 35 | 45,554 | $ 13,943 | ||
Acquisition Related Costs [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 329,570 | |||||
Gain on change in control of interests | $ 3,300 | 3,319 | ||||
Carrying value of previously held common equity interest | 5,172 | |||||
Total consideration | 338,061 | |||||
Shopping Center Acquired [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Land | 92,848 | 92,848 | ||||
Buildings | 223,221 | 223,221 | ||||
Tenant improvements | 4,454 | 4,454 | ||||
Other assets assumed | 505 | 505 | ||||
Assets acquired | 350,423 | 350,423 | ||||
Less: Below-market leases | (9,472) | (9,472) | ||||
Less: Other liabilities assumed | (2,890) | (2,890) | ||||
Net assets acquired | 338,061 | 338,061 | ||||
Shopping Center Acquired [Member] | In-Place Leases (Including Lease Origination Costs and Fair Market Value of Leases) [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets acquired | $ 29,395 | $ 29,395 | ||||
Weighted Average Amortization Period | 6 years 4 months 24 days | |||||
Shopping Center Acquired [Member] | Below-Market Leases [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Amortization Period | 13 years 9 months 18 days |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Business Combinations [Abstract] | ||
Revenues from the date of acquisition | $ 6.2 | $ 11.1 |
Other Assets and Intangibles,_3
Other Assets and Intangibles, net - Components of Other Assets and Intangibles (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Intangible assets: | ||
Total intangible assets, net | $ 98,553 | $ 94,059 |
Operating lease ROU assets | 17,795 | 19,047 |
Other assets: | ||
Prepaid expenses | 9,617 | 7,722 |
Swap receivable | 8,895 | 0 |
Other assets | 1,358 | 1,708 |
Deposits | 3,217 | 3,796 |
Deferred charges, net | 8,072 | 4,147 |
Total other assets, net | 147,507 | 130,479 |
Below-market leases, net (other liabilities) | 63,267 | 59,690 |
In-Place Leases, Net [Member] | ||
Intangible assets: | ||
Total intangible assets, net | 69,415 | 64,464 |
Above-Market Leases, Net [Member] | ||
Intangible assets: | ||
Total intangible assets, net | 7,724 | 7,390 |
Lease Origination Costs, Net [Member] | ||
Intangible assets: | ||
Total intangible assets, net | 8,753 | 6,636 |
Tenant Relationships, Net [Member] | ||
Intangible assets: | ||
Total intangible assets, net | $ 12,661 | $ 15,569 |
Other Assets and Intangibles,_4
Other Assets and Intangibles, net - Components of Other Assets and Intangibles (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Intangible Assets Net Excluding Goodwill [Abstract] | ||||
Amortization expense | $ 7.1 | $ 5.3 | $ 20.7 | $ 16.3 |
Revolving Credit Facilities - A
Revolving Credit Facilities - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Outstanding borrowings | $ 80,000,000 | $ 0 | |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding borrowings | $ 80,000,000 | ||
Weighted-average interest rate | 3.90% | ||
Unsecured Debt [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Covenant compliance | The Company was in compliance with these financial covenants at September 30, 2022. | ||
Unsecured Debt [Member] | Revolving Credit Facility [Member] | Alternative Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Specified spread line of credit facility | 0% | ||
Unsecured Debt [Member] | Revolving Credit Facility [Member] | Adjusted Daily Effective SOFR Rate [Member] | |||
Debt Instrument [Line Items] | |||
Specified spread line of credit facility | 0.95% | ||
PNC Bank National Association [Member] | |||
Debt Instrument [Line Items] | |||
Unsecured revolving credit facility terminated | $ 20,000,000 | ||
J.P. Morgan Chase Bank, N.A. [Member] | Unsecured Debt [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Lines of Credit Maturity Date | 2026-06 | ||
Line of credit options to extended maturity date | 2027-06 | ||
Facility fee | 20% | ||
Revolving credit facility maturity extension option | extend the maturity date to June 2026 subject to two six-month options to extend the maturity to June 2027 upon the Company’s request (subject to satisfaction of certain conditions) | ||
J.P. Morgan Chase Bank, N.A. [Member] | Unsecured Debt [Member] | Revolving Credit Facility [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Unsecured revolving credit facility borrowing capacity | $ 950,000,000 | ||
Accordion feature | $ 1,450,000,000 |
Term Loan - Additional Informat
Term Loan - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||
Outstanding borrowings | $ 200 | |
Fixed interest rate | 3.80% | |
Unsecured Debt [Member] | Term Loan [Member] | Wells Fargo Bank National Association [Member] | ||
Debt Instrument [Line Items] | ||
Amount Of Term Loan Amended And Restated | $ 100 | |
Covenant terms | among other things, (i) modify the financial covenants and certain other provisions contained therein in a manner consistent with the amendments made to the Revolving Credit Facility, (ii) extend the maturity date to June 2027, (iii) add a $100 million delayed draw feature (that was drawn upon in June 2022) and (iv) change the interest rate benchmark from LIBOR to SOFR. The Term Loan bears interest at variable rates, based on the Company’s long-term senior unsecured debt ratings, equal to (i) the SOFR rate plus a spread (1.05% at September 30, 2022) or (ii) the alternative base rate plus a spread (0.0% at September 30, 2022). The Company may increase the principal amount of the Term Loan in the future to up to $800 million in the aggregate provided that existing or new lenders are identified to provide additional loan commitments. The Term Loan also features a sustainability-linked pricing component whereby the applicable interest rate margin can be adjusted by one to two basis points if the Company meets certain sustainability performance targets. The Company is required to comply with covenants similar to those contained in the Revolving Credit Facility. The Company was in compliance with these financial covenants at September 30, 2022. | |
Term loan maturity date | 2027-06 | |
Delayed draw feature amount | $ 100 | |
Debt instrument, maximum increasable amount | $ 800 | |
Covenant compliance | The Company was in compliance with these financial covenants at September 30, 2022. | |
Unsecured Debt [Member] | Term Loan [Member] | Wells Fargo Bank National Association [Member] | SOFR [Member] | ||
Debt Instrument [Line Items] | ||
Specified spread line of credit facility | 1.05% | |
Unsecured Debt [Member] | Term Loan [Member] | Wells Fargo Bank National Association [Member] | Alternative Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Specified spread line of credit facility | 0% |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Detail) $ in Millions | Sep. 30, 2022 USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Derivative Financial Instruments | $ 8.9 |
Level 1 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Derivative Financial Instruments | 0 |
Level 2 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Derivative Financial Instruments | 8.9 |
Level 3 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Derivative Financial Instruments | $ 0 |
Financial Instruments and Fai_4
Financial Instruments and Fair Value Measurements - Schedule of Carrying Values Different from Estimated Fair Values (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior Notes | $ 1,453,384 | $ 1,451,768 |
Revolving Credit Facilities and Term Loan | 278,437 | 99,810 |
Mortgage Indebtedness | 90,235 | 125,799 |
Total indebtedness | 1,822,056 | 1,677,377 |
Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior Notes | 1,374,206 | 1,559,973 |
Revolving Credit Facilities and Term Loan | 280,000 | 100,000 |
Mortgage Indebtedness | 87,535 | 127,488 |
Total indebtedness | $ 1,741,741 | $ 1,787,461 |
Financial Instruments and Fai_5
Financial Instruments and Fair Value Measurements (Additional Information) (Details) - Interest Rate Swap [Member] $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Derivatives, Fair Value [Line Items] | |
Notional amount of swap | $ 200 |
Fixed rate of debt | 2.75% |
Expiration date of swap | 2027-06 |
Gain (loss) on derivative instruments, net | $ 2.8 |
Equity - Common Share Dividend
Equity - Common Share Dividend Declared (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Equity [Abstract] | ||||
Common share dividends declared per share | $ 0.13 | $ 0.12 | $ 0.39 | $ 0.35 |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 01, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | |
Class Of Stock [Line Items] | |||
Common shares, issued | 2,200,000 | 201,800 | |
Gross proceeds from issuance of common stock | $ 35.1 | $ 3.2 | |
Weighted-average price | $ 16.03 | ||
Share repurchased (in shares) | 1,600,000 | ||
Share repurchased during period, value | $ 20 | ||
Share repurchase, price per share | $ 12.74 | ||
Continuous Equity Program | |||
Class Of Stock [Line Items] | |||
Dollar Value Of Continuous Equity Program | $ 250 |
Other Comprehensive Income - ch
Other Comprehensive Income - changes in Accumulated Other Comprehensive Income by component (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning Balance | $ 2,042,652 |
Ending Balance | 2,117,435 |
Gains and Losses on Cash Flow Hedges | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning Balance | 0 |
Comprehensive Income From Cash Flow Hedges | 9,782 |
Ending Balance | $ 9,782 |
Impairments - Additional Inform
Impairments - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Investments [Line Items] | ||
Impairment charges | $ 2,536 | $ 7,270 |
Fixed price purchase option pursuant to lease agreement | $ 7,000 |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 66,213 | $ 28,157 | $ 140,577 | $ 66,325 |
Income attributable to non-controlling interests | (18) | (93) | (55) | (384) |
Write-off of preferred share original issuance costs | 0 | 0 | 0 | (5,156) |
Preferred dividends | (2,789) | (2,789) | (8,367) | (10,867) |
Earnings attributable to unvested shares and OP units | (117) | (150) | (368) | (450) |
Net income attributable to common shareholders after allocation to participating securities | $ 63,289 | $ 25,125 | $ 131,787 | $ 49,468 |
Denominators – Number of Shares | ||||
Basic—Average shares outstanding | 213,846 | 211,048 | 213,278 | 206,918 |
PRSUs | 341 | 1,114 | 441 | 1,146 |
Forward equity | 0 | 29 | 0 | 10 |
OP units | 141 | 0 | 141 | 0 |
Diluted—Average shares outstanding | 214,328 | 212,191 | 213,860 | 208,074 |
Earnings Per Share: | ||||
Basic | $ 0.30 | $ 0.12 | $ 0.62 | $ 0.24 |
Diluted | $ 0.30 | $ 0.12 | $ 0.62 | $ 0.24 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | |
Schedule Of Earnings Per Share [Line Items] | |||
Forward equity agreement | 1,700,000 | 1,700,000 | |
Performance Restricted Stock Units [Member] | |||
Schedule Of Earnings Per Share [Line Items] | |||
Common shares, shares issued | 519,255 | ||
Mark-to-market adjustment | $ (5.6) |