Document and Entity Information
Document and Entity Information - $ / shares | 9 Months Ended | ||
Sep. 30, 2020 | Oct. 26, 2020 | Dec. 31, 2019 | |
Document Information [Line Items] | |||
Document Type | 10-Q | ||
Amendment Flag | false | ||
Document Period End Date | Sep. 30, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
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 | 193,219,781 | ||
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 | ||
6.25% Class K Cumulative Redeemable Preferred Shares [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | SITC PRK | ||
Security Exchange Name | NYSE | ||
Title of 12(b) Security | Cumulative Redeemable Preferred Shares |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets | ||
Land | $ 881,543 | $ 881,397 |
Buildings | 3,312,645 | 3,277,440 |
Fixtures and tenant improvements | 501,431 | 491,312 |
Total real estate rental property | 4,695,619 | 4,650,149 |
Less: Accumulated depreciation | (1,393,578) | (1,289,148) |
Real estate rental property, net | 3,302,041 | 3,361,001 |
Construction in progress and land | 52,042 | 59,663 |
Total real estate assets, net | 3,354,083 | 3,420,664 |
Investments in and advances to joint ventures, net | 175,247 | 294,495 |
Investment in and advances to affiliate | 190,770 | 190,105 |
Cash and cash equivalents | 57,224 | 16,080 |
Restricted cash | 289 | 3,053 |
Accounts receivable | 79,208 | 60,594 |
Other assets, net | 88,041 | 108,631 |
Total assets | 3,944,862 | 4,093,622 |
Unsecured indebtedness: | ||
Senior notes, net | 1,449,075 | 1,647,963 |
Term loan, net | 99,591 | 99,460 |
Revolving credit facilities | 175,000 | 5,000 |
Total unsecured indebtedness | 1,723,666 | 1,752,423 |
Mortgage indebtedness, net | 53,316 | 94,874 |
Total indebtedness | 1,776,982 | 1,847,297 |
Accounts payable and other liabilities | 203,035 | 220,811 |
Dividends payable | 5,133 | 44,036 |
Total liabilities | 1,985,150 | 2,112,144 |
Commitments and contingencies | ||
SITE Centers Equity | ||
Common shares, with par value, $0.10 stated value; 300,000,000 shares authorized; 193,995,499 and 193,823,409 shares issued at September 30, 2020 and December 31, 2019, respectively | 19,400 | 19,382 |
Additional paid-in capital | 5,706,225 | 5,700,400 |
Accumulated distributions in excess of net income | (4,083,405) | (4,066,099) |
Deferred compensation obligation | 5,442 | 7,929 |
Accumulated other comprehensive loss | (3,728) | (491) |
Less: Common shares in treasury at cost: 1,041,169 and 325,318 shares at September 30, 2020 and December 31, 2019, respectively | (12,463) | (7,707) |
Total SITE Centers shareholders' equity | 1,956,471 | 1,978,414 |
Non-controlling interests | 3,241 | 3,064 |
Total equity | 1,959,712 | 1,981,478 |
Total liabilities and equity | 3,944,862 | 4,093,622 |
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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Common shares, par value | $ 0.10 | $ 0.10 |
Common shares, shares authorized | 300,000,000 | 300,000,000 |
Common shares, shares issued | 193,995,499 | 193,823,409 |
Treasury at cost | 1,041,169 | 325,318 |
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues from operations: | ||||
Rental income | $ 95,874 | $ 108,060 | $ 306,482 | $ 332,555 |
Fee and other income | 9,680 | 13,580 | 35,953 | 48,764 |
Business interruption income | 0 | 885 | 0 | 885 |
Total revenue from operations | 105,554 | 122,525 | 342,435 | 382,204 |
Rental operation expenses: | ||||
Operating and maintenance | 15,775 | 16,738 | 50,774 | 54,322 |
Real estate taxes | 16,542 | 16,721 | 51,547 | 52,262 |
Impairment charges | 0 | 2,750 | 0 | 3,370 |
General and administrative | 13,664 | 15,304 | 38,542 | 44,348 |
Depreciation and amortization | 41,148 | 40,732 | 125,014 | 123,400 |
Total rental operation expenses | 87,129 | 92,245 | 265,877 | 277,702 |
Other income (expense): | ||||
Interest income | 3,445 | 4,616 | 10,480 | 13,658 |
Interest expense | (18,089) | (21,160) | (58,487) | (63,973) |
Other expense, net | (186) | (322) | (18,207) | (254) |
Total other income (expense) | (14,830) | (16,866) | (66,214) | (50,569) |
Income before earnings from equity method investments and other items | 3,595 | 13,414 | 10,344 | 53,933 |
Equity in net income of joint ventures | 250 | 2,612 | 908 | 5,446 |
Adjustment (reserve) of preferred equity interests, net | 3,542 | (6,373) | (19,393) | (12,106) |
Gain on sale of joint venture interest | 82 | 0 | 45,635 | 0 |
Gain on disposition of real estate, net | 218 | 14,497 | 993 | 31,087 |
Income before tax expense | 7,687 | 24,150 | 38,487 | 78,360 |
Tax expense of taxable REIT subsidiaries and state franchise and income taxes | (284) | (249) | (859) | (827) |
Net (loss) income | 7,403 | 23,901 | 37,628 | 77,533 |
Income attributable to non-controlling interests, net | (116) | (271) | (621) | (836) |
Net income attributable to SITE Centers | 7,287 | 23,630 | 37,007 | 76,697 |
Preferred dividends | (5,133) | (8,382) | (15,399) | (25,148) |
Net income attributable to common shareholders | $ 2,154 | $ 15,248 | $ 21,608 | $ 51,549 |
Per share data: | ||||
Basic | $ 0.01 | $ 0.08 | $ 0.11 | $ 0.28 |
Diluted | $ 0.01 | $ 0.08 | $ 0.11 | $ 0.28 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income | $ 7,403 | $ 23,901 | $ 37,628 | $ 77,533 |
Other comprehensive income: | ||||
Foreign currency translation, net | (3,916) | (105) | (4,409) | 273 |
Change in cash flow hedges reclassed to earnings | 0 | 117 | 1,172 | 351 |
Total other comprehensive (loss) income | (3,916) | 12 | (3,237) | 624 |
Comprehensive income | 3,487 | 23,913 | 34,391 | 78,157 |
Total comprehensive income attributable to non-controlling interests | (116) | (271) | (621) | (836) |
Total comprehensive income attributable to SITE Centers | $ 3,371 | $ 23,642 | $ 33,770 | $ 77,321 |
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, 2018 | $ 2,073,002 | $ 525,000 | $ 18,471 | $ 5,544,220 | $ (3,980,151) | $ 8,193 | $ (1,381) | $ (44,278) | $ 2,928 |
Issuance of common shares related to stock plans | 0 | 0 | 1 | (1) | 0 | 0 | 0 | 0 | 0 |
Repurchase of common shares | (14,069) | 0 | 0 | 0 | 0 | 0 | 0 | (14,069) | 0 |
Stock-based compensation, net | 3,729 | 0 | 0 | 2,188 | 0 | (147) | 0 | 1,688 | 0 |
Distributions to non-controlling interests | (379) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (379) |
Dividends declared-common shares | (72,510) | 0 | 0 | 0 | (72,510) | 0 | 0 | 0 | 0 |
Dividends declared-preferred shares | (16,766) | 0 | 0 | 0 | (16,766) | 0 | 0 | 0 | 0 |
Comprehensive income (loss) | 54,244 | 0 | 0 | 0 | 53,067 | 0 | 612 | 0 | 565 |
Ending Balance at Jun. 30, 2019 | 2,027,251 | 525,000 | 18,472 | 5,546,407 | (4,016,360) | 8,046 | (769) | (56,659) | 3,114 |
Beginning Balance at Dec. 31, 2018 | 2,073,002 | 525,000 | 18,471 | 5,544,220 | (3,980,151) | 8,193 | (1,381) | (44,278) | 2,928 |
Comprehensive income (loss) | 78,157 | ||||||||
Ending Balance at Sep. 30, 2019 | 2,007,505 | 525,000 | 18,472 | 5,547,534 | (4,037,373) | 8,070 | (757) | (56,520) | 3,079 |
Beginning Balance at Jun. 30, 2019 | 2,027,251 | 525,000 | 18,472 | 5,546,407 | (4,016,360) | 8,046 | (769) | (56,659) | 3,114 |
Issuance of common shares related to stock plans | 21 | 0 | 0 | 21 | 0 | 0 | 0 | 0 | 0 |
Stock-based compensation, net | 1,269 | 0 | 0 | 1,106 | 0 | 24 | 0 | 139 | 0 |
Distributions to non-controlling interests | (306) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (306) |
Dividends declared-common shares | (36,261) | 0 | 0 | 0 | (36,261) | 0 | 0 | 0 | 0 |
Dividends declared-preferred shares | (8,382) | 0 | 0 | 0 | (8,382) | 0 | 0 | 0 | 0 |
Comprehensive income (loss) | 23,913 | 0 | 0 | 0 | 23,630 | 0 | 12 | 0 | 271 |
Ending Balance at Sep. 30, 2019 | 2,007,505 | 525,000 | 18,472 | 5,547,534 | (4,037,373) | 8,070 | (757) | (56,520) | 3,079 |
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 | (60) | 0 | 18 | (78) | 0 | 0 | 0 | 0 | 0 |
Repurchase of common shares | (7,500) | 0 | 0 | 0 | 0 | 0 | 0 | (7,500) | 0 |
Stock-based compensation, net | 4,440 | 0 | 0 | 4,397 | 0 | (2,495) | 0 | 2,538 | 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 | (10,266) | 0 | 0 | 0 | (10,266) | 0 | 0 | 0 | 0 |
Comprehensive income (loss) | 30,904 | 0 | 0 | 0 | 29,720 | 0 | 679 | 0 | 505 |
Ending Balance at Jun. 30, 2020 | 1,959,804 | 325,000 | 19,400 | 5,704,719 | (4,085,559) | 5,434 | 188 | (12,669) | 3,291 |
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 |
Repurchase of common shares | (7,500) | ||||||||
Comprehensive income (loss) | 34,391 | ||||||||
Ending Balance at Sep. 30, 2020 | 1,959,712 | 325,000 | 19,400 | 5,706,225 | (4,083,405) | 5,442 | (3,728) | (12,463) | 3,241 |
Beginning Balance at Jun. 30, 2020 | 1,959,804 | 325,000 | 19,400 | 5,704,719 | (4,085,559) | 5,434 | 188 | (12,669) | 3,291 |
Stock-based compensation, net | 1,720 | 0 | 0 | 1,506 | 0 | 8 | 0 | 206 | 0 |
Distributions to non-controlling interests | (166) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (166) |
Dividends declared-preferred shares | (5,133) | 0 | 0 | 0 | (5,133) | 0 | 0 | 0 | 0 |
Comprehensive income (loss) | 3,487 | 0 | 0 | 0 | 7,287 | 0 | (3,916) | 0 | 116 |
Ending Balance at Sep. 30, 2020 | $ 1,959,712 | $ 325,000 | $ 19,400 | $ 5,706,225 | $ (4,083,405) | $ 5,442 | $ (3,728) | $ (12,463) | $ 3,241 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flow from operating activities: | ||
Net income | $ 37,628 | $ 77,533 |
Adjustments to reconcile net income to net cash flow provided by operating activities: | ||
Depreciation and amortization | 125,014 | 123,400 |
Stock-based compensation | 5,670 | 9,582 |
Amortization and write-off of debt issuance costs and fair market value of debt adjustments | 3,581 | 3,055 |
Loss on debt extinguishment | 16,568 | 0 |
Equity in net income of joint ventures | (908) | (5,446) |
Reserve of preferred equity interests, net | 19,393 | 12,106 |
Operating cash distributions from joint ventures | 2,825 | 7,693 |
Gain on sale of joint venture interest | (45,635) | 0 |
Gain on disposition of real estate, net | (993) | (31,087) |
Impairment charges | 0 | 3,370 |
Assumption of buildings due to ground lease terminations | (3,025) | 0 |
Change in notes receivable accrued interest | (2,891) | 206 |
Net change in accounts receivable | (18,500) | 4,233 |
Net change in accounts payable and accrued expenses | (4,567) | (7,124) |
Net change in other operating assets and liabilities | (8,226) | (8,101) |
Total adjustments | 88,306 | 111,887 |
Net cash flow provided by operating activities | 125,934 | 189,420 |
Cash flow from investing activities: | ||
Real estate developed and improvements to operating real estate | (50,987) | (80,197) |
Proceeds from disposition of real estate | 1,227 | 107,101 |
Proceeds from sale of joint venture interest | 140,441 | 0 |
Equity contributions to joint ventures | (206) | (47,020) |
Distributions from joint ventures | 4,395 | 15,329 |
Repayment of joint venture advances, net | 0 | 17,418 |
Repayment of notes receivable | 7,500 | 0 |
Net transactions with RVI | 0 | 17,000 |
Net cash flow provided by investing activities | 102,370 | 29,631 |
Cash flow from financing activities: | ||
Proceeds from (repayment of) revolving credit facilities, net | 170,000 | (100,000) |
Repayment of senior notes, including repayment costs | (216,568) | 0 |
Repayment of mortgage debt | (41,230) | (1,669) |
Payment of debt issuance costs | 0 | (5,006) |
Proceeds from term loan | 0 | 50,000 |
Repurchase of common shares in conjunction with equity award plans and dividend reinvestment plan | (955) | (708) |
Repurchase of common shares | (7,500) | (14,069) |
Distributions to non-controlling interests and redeemable operating partnership units | (473) | (685) |
Dividends paid | (93,215) | (134,539) |
Net cash flow used for financing activities | (189,941) | (206,676) |
Effect of foreign exchange rate changes on cash and cash equivalents | 17 | (2) |
Net increase in cash, cash equivalents and restricted cash | 38,363 | 12,375 |
Cash, cash equivalents and restricted cash, beginning of period | 19,133 | 13,650 |
Cash, cash equivalents and restricted cash, end of period | $ 57,513 | $ 26,023 |
Nature of Business and Financia
Nature of Business and Financial Statement Presentation | 9 Months Ended |
Sep. 30, 2020 | |
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, financing 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 increased 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 and nine months ended September 30, 2020 and 2019, 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, 2019 . 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). The Company has two unconsolidated joint ventures included in the Company’s joint venture investments that are considered VIEs for which the Company is not the primary beneficiary. The Company’s maximum exposure to losses associated with these VIEs is limited to its aggregate investment, which was $96.7 million and $114.0 million as of September 30, 2020 and December 31, 2019, respectively. In July 2020, the Company entered into agreements with affiliates of The Blackstone Group L.P. (“Blackstone”) to terminate these joint ventures (Note 3). 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, 2020 2019 Dividends declared, but not paid $ 5.1 $ 44.6 Accounts payable related to construction in progress 5.1 14.9 Assumption of buildings due to ground lease terminations 3.0 — Common Shares The Company declared common share dividends of $0.20 per share in the first quarter of 2020, and $0.20 per share in each of the first, second and third quarters of 2019. In order to maintain maximum flexibility given the uncertain impact of the COVID-19 pandemic on its business, the Company’s Board of Directors elected not to declare a dividend on its common shares for the second and third quarters of 2020. New Accounting Standards Accounting for Credit Losses In June 2016, the Financial Accounting Standards Board (the “FASB”) issued an amendment on measurement of credit losses on financial assets held by a reporting entity at each reporting date (Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses, “Topic 326” Accounting for Leases During the COVID-19 Pandemic In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the impact of the COVID-19 pandemic. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated with the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect not to evaluate whether lease-related relief that lessors provide to mitigate the economic effects of the COVID-19 pandemic on lessees is a lease modification under Topic 842, Leases |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2020 | |
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. As of October 23, 2020, approximately 98% of the Company’s tenants (at the Company’s share and based on average base rents) were open for business, up from a low of approximately 45% in early April 2020 and 92% as of July 24, 2020. The COVID-19 pandemic had a relatively minimal impact on the Company’s collection of rents for the first quarter of 2020, but it had a significant impact on collection of second and third quarter rents. As of October 23, 2020, the Company’s tenants had paid approximately 70% of aggregate base rents for the second quarter (at the Company’s share) and approximately 84% of aggregate base rents for the third quarter (at the Company’s share). For purposes of reporting the percentage of aggregate base rents collected for a given period, when rents subject to deferral arrangements are later paid, those payments are allocated to the period in which the rent was originally owing. 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 second and third quarters of 2020 and has agreed to terms on rent-deferral arrangements (and, in a small number of cases, rent abatements) and other lease modifications with a number of such tenants. The Company had net contractual tenant accounts receivable of $24.9 million at September 30, 2020. The Company’s pro rata share of unconsolidated joint ventures’ contractual accounts receivable was $1.4 million at September 30, 2020. As of October 23, 2020, unpaid tenant rents subject to agreed deferral or lease modifications arrangements represented approximately 16% of aggregate base rents for the second quarter of 2020 and approximately 8% of the aggregate base rents for the third quarter of 2020 at the Company’s share (BRE DDR IV assets at 100% ownership). The Company calculates the aggregate percentage of rents paid by comparing the amount of tenant payments received as of the date presented to the amount billed to tenants during the period, which billed amount includes abated rents, rents subject to deferral arrangements and rents owing from bankrupt tenants with respect to leases which have not yet been rejected. 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 collections 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 during the period earned at such time it believes collection from the tenants is probable based upon a demonstrated payment history or recapitalization event. During the three and nine months ended September 30, 2020, tenants on the cash basis of accounting and other related reserves resulted in a reduction of rental income of $12.3 million and $25.1 million, respectively (the Company’s share of unconsolidated joint ventures was $1.5 million and $3.3 million, respectively). These amounts also include reductions in contractual rental payments due from tenants as compared to pre-modification payments due to the impact of lease modifications, with a partial increase in straight-line rent to offset a portion of the impact on net income. 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 Nine Months Ended September 30, Ended September 30, 2020 2019 2020 2019 Revenue from contracts: Asset and property management fees $ 7,326 $ 9,751 $ 24,201 $ 32,392 Leasing commissions 648 1,036 4,327 3,916 Development fees 210 552 1,256 1,497 Disposition fees 856 546 2,622 3,263 Credit facility guaranty and refinancing fees 60 60 60 1,860 Total revenue from contracts with customers 9,100 11,945 32,466 42,928 Other property income: Other 580 1,635 3,487 5,836 Total fee and other income $ 9,680 $ 13,580 $ 35,953 $ 48,764 |
Investments in and Advances to
Investments in and Advances to Joint Ventures | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 and December 31, 2019, the Company had ownership interests in various unconsolidated joint ventures that had investments in 77 and 100 shopping center properties, respectively. Condensed combined financial information of the Company’s unconsolidated joint venture investments is as follows (in thousands): September 30, 2020 December 31, 2019 Condensed Combined Balance Sheets Land $ 555,215 $ 895,427 Buildings 1,684,807 2,583,053 Fixtures and tenant improvements 160,175 233,303 2,400,197 3,711,783 Less: Accumulated depreciation (580,360 ) (949,879 ) 1,819,837 2,761,904 Construction in progress and land 56,392 58,855 Real estate, net 1,876,229 2,820,759 Cash and restricted cash 71,807 109,260 Receivables, net 32,720 37,191 Other assets, net 92,085 147,129 $ 2,072,841 $ 3,114,339 Mortgage debt $ 1,433,168 $ 1,640,146 Notes and accrued interest payable to the Company 4,863 4,975 Other liabilities 100,254 142,754 1,538,285 1,787,875 Redeemable preferred equity – (A) 224,029 217,871 Accumulated equity 310,527 1,108,593 $ 2,072,841 $ 3,114,339 Company's share of accumulated equity $ 71,304 $ 186,247 Redeemable preferred equity, net (B) 96,128 112,589 Basis differentials 4,349 (6,864 ) Deferred development fees, net of portion related to the Company's interest (1,397 ) (2,452 ) Amounts payable to the Company 4,863 4,975 Investments in and Advances to Joint Ventures, net $ 175,247 $ 294,495 (A) Includes PIK that the Company has accrued since March 2017 of $20.5 million and $17.3 million at September 30, 2020 and December 31, 2019, respectively, which, in each case, was fully reserved. (B) Amount is net of the valuation allowance of $107.4 million and $87.9 million at September 30, 2020 and December 31, 2019, respectively, and the fully reserved PIK. Three Months Nine Months Ended September 30, Ended September 30, 2020 2019 2020 2019 Condensed Combined Statements of Operations Revenues from operations $ 60,019 $ 105,223 $ 198,906 $ 319,906 Expenses from operations: Operating expenses 18,613 28,798 61,661 89,341 Impairment charges — — 33,240 12,267 Depreciation and amortization 23,901 36,867 77,580 113,340 Interest expense 14,700 22,530 47,555 73,472 Preferred share expense 4,626 5,544 13,710 16,487 Other expense, net 3,246 5,017 10,844 16,358 65,086 98,756 244,590 321,265 (Loss) income before gain (loss) on disposition of real estate (5,067 ) 6,467 (45,684 ) (1,359 ) Gain (loss) on disposition of real estate, net 319 (440 ) 9,229 15,205 Net (loss) income attributable to unconsolidated joint ventures $ (4,748 ) $ 6,027 $ (36,455 ) $ 13,846 Company's share of equity in net income of joint ventures $ 134 $ 2,404 $ 571 $ 4,851 Basis differential adjustments (A) 116 208 337 595 Equity in net income of joint ventures $ 250 $ 2,612 $ 908 $ 5,446 (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, unrecognized preferred PIK, 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 on its preferred interests in the BRE DDR Joint Ventures (as defined below) are as follows (in millions): Three Months Nine Months Ended September 30, Ended September 30, 2020 2019 2020 2019 Revenue from contracts: Asset and property management fees $ 3.0 $ 4.7 $ 10.1 $ 14.8 Development fees, leasing commissions and other 0.6 1.2 3.6 3.7 3.6 5.9 13.7 18.5 Other: Interest income 3.5 4.2 10.5 12.6 Other 0.5 0.8 1.7 2.3 4.0 5.0 12.2 14.9 $ 7.6 $ 10.9 $ 25.9 $ 33.4 The Company’s joint venture agreements generally include provisions whereby each partner has the right to trigger a purchase or sale of its interest in the joint venture or to initiate a purchase or sale of the properties after a certain number of years or if either party is in default of the joint venture agreements. The Company is not obligated to purchase the interests of its outside joint venture partners under these provisions. BRE DDR Joint Ventures The Company’s two unconsolidated investments with Blackstone, BRE DDR Retail Holdings III (“BRE DDR III”) and BRE DDR Retail Holdings IV (“BRE DDR IV” and, together with BRE DDR III, the “BRE DDR Joint Ventures”), have substantially similar terms. An affiliate of Blackstone is the managing member and effectively owns 95% of the common equity of each of the two BRE DDR Joint Ventures, and consolidated affiliates of SITE Centers effectively own the remaining 5%. The Company provides leasing and property management services to all of the joint venture properties. The Company cannot be removed as the property and leasing manager until the preferred equity, as discussed below, is redeemed in full (except for certain specified events). The Company’s preferred interests are entitled to certain preferential cumulative distributions payable out of operating cash flows and certain capital proceeds pursuant to the terms and conditions of the preferred investments. The preferred investments have an annual distribution rate of 8.5% including any deferred and unpaid preferred distributions. Blackstone has the right to defer up to 2.0% of the 8.5% preferred fixed distributions as a payment in kind (“PIK”) distribution. Blackstone has made this PIK deferral election since the formation of both joint ventures. The preferred interest distributions are recognized as Interest Income within the Company’s consolidated statements of operations and are classified as a note receivable in Investments in and Advances to Joint Ventures on the Company’s consolidated balance sheets. The Company reassesses the aggregate valuation allowance quarterly, based upon actual timing and values of recent property sales, as well as current market assumptions. The Company has a valuation allowance at September 30, 2020 recorded on each of the BRE DDR III and BRE DDR IV preferred investment interests on a net basis, as described below. The valuation assumed all of the estimated transaction consideration discussed below, as appropriate, given the closings of the transactions were considered probable as of September 30, 2020. The year to date increase in the valuation allowance as of September 30, 2020, was The preferred investments are summarized as follows (in millions, except properties owned): Preferred Investment (Principal) Redemption Date Initial September 30, 2020 Valuation Allowance Net of Reserve Properties Owned at September 30, 2020 BRE DDR III October 2021 $ 300.0 $ 132.4 $ (95.8 ) $ 36.6 13 BRE DDR IV December 2022 82.6 64.1 (11.6 ) 52.5 5 $ 382.6 $ 196.5 $ (107.4 ) $ 89.1 On July 14, 2020, the Company entered into agreements with affiliates of Blackstone to terminate the BRE DDR III and BRE DDR IV joint ventures. Pursuant to these agreements: • At the closing of the BRE DDR III transaction, the Company will transfer its common and preferred equity interests in BRE DDR III to an affiliate of Blackstone in exchange for (i) BRE DDR III’s interests in the single-purpose subsidiaries which own White Oak Village and Midtowne Park, (ii) 50% of the unrestricted cash then held by BRE DDR III (BRE DDR III’s unrestricted cash balance was $18.5 million as of September 30, 2020), and (iii) $1.9 million in cash. No amounts will be distributed by BRE DDR III to the Company or Blackstone on account of their equity interests in BRE DDR III between September 30, 2020 and closing. At closing, the White Oak Village and Midtowne Park properties will continue to be subject to existing mortgage loans, which had an aggregate outstanding principal balance of $50.0 million as of September 30, 2020. The BRE DDR III transaction is expected to close in the fourth quarter of 2020, as soon as all applicable conditions have been satisfied, including receipt of required lender consents. • On October 15, 2020, an affiliate of Blackstone transferred its common equity interest in BRE DDR IV to the Company for consideration of $1.00 and the Company’s preferred investment in the BRE DDR IV joint venture was redeemed, thereby leaving the Company as the sole owner of (i) the properties previously owned by BRE DDR IV, including Ashbridge Square, The Hub, Southmont Plaza, Millenia Crossing, Concourse Village and two properties, Echelon Village Plaza and Larkin’s Corner, in which the Company did not previously have a material economic interest, and (ii) its restricted and unrestricted cash ($8.9 million in the aggregate as of October 15, 2020). These seven properties are subject to existing mortgage loans which had an aggregate outstanding principal balance of $146.6 million as of October 15, 2020. Disposition of Shopping Centers and Joint Venture Interest In February 2020, the Company sold its 15% interest in the DDRTC joint venture to its partner, an affiliate of TIAA-CREF, which resulted in net proceeds to the Company of $140.4 million in the nine months ended September 30, 2020. The Company recorded a gain on sale of joint venture interest of $45.6 million in connection with this sale. From January 1, 2020 to September 30, 2020, the Company’s unconsolidated joint ventures sold two shopping centers for $27.7 million, of which the Company’s share of the gain on sale was $1.8 million. |
Investment in and Advances to A
Investment in and Advances to Affiliate | 9 Months Ended |
Sep. 30, 2020 | |
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 Nine Months Ended September 30, Ended September 30, 2020 2019 2020 2019 Revenue from contracts with RVI: Asset and property management fees $ 4.4 $ 5.1 $ 14.1 $ 16.6 Leasing commissions 0.3 0.4 2.0 1.8 Disposition fees 0.8 0.5 2.6 3.2 Credit facility guaranty and refinancing fees 0.1 0.1 0.1 1.9 Total revenue from contracts with RVI $ 5.6 $ 6.1 $ 18.8 $ 23.5 |
Other Assets, net
Other Assets, net | 9 Months Ended |
Sep. 30, 2020 | |
Other Assets [Abstract] | |
Other Assets, net | 5 . Other Assets, net Other assets consist of the following (in thousands): September 30, 2020 December 31, 2019 Intangible assets: In-place leases, net $ 19,784 $ 25,114 Above-market leases, net 2,495 3,193 Lease origination costs 2,857 3,720 Tenant relationships, net 21,606 25,994 Total intangible assets, net (A) 46,742 58,021 Operating lease ROU assets 21,024 21,792 Notes receivable (B) — 7,541 Other assets: Prepaid expenses 7,414 6,104 Other assets 2,372 2,959 Deposits 3,855 4,087 Deferred charges, net 6,634 8,127 Total other assets, net $ 88,041 $ 108,631 Below-market leases, net (other liabilities) $ 43,205 $ 46,961 (A) The Company recorded amortization expense related to its intangibles, excluding above- and below-market leases, of $3.2 million and $4.2 million for the three months ended September 30, 2020 and 2019, respectively, and $10.3 million and $13.5 million for the nine months ended September 30, 2020 and 2019, respectively. (B) Repaid in full in the first quarter of 2020. |
Revolving Credit Facilities
Revolving Credit Facilities | 9 Months Ended |
Sep. 30, 2020 | |
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) (in millions): Carrying Amount at September 30, 2020 Weighted-Average Interest Rate at September 30, 2020 Maturity Date Unsecured Credit Facility $ 175.0 1.1% 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 or existing lenders agree to the existing terms of the facility and increase their commitment level, and a maturity date of January 2024, subject to 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 September 30, 2020. The Company also 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 September 30, 2020) or the Alternative Base Rate, as defined in the respective facility, plus a specified spread (0% at September 30, 2020). 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 September 30, 2020. |
Senior Notes
Senior Notes | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Senior Notes | 7. Senior Notes In March 2020, the Company redeemed the entire $200.0 million outstanding aggregate principal amount of its 4.625% Senior Notes due 2022 (the “Senior Notes due 2022”). In connection with the redemption of the Senior Notes due 2022, the Company paid a make-whole amount of $16.6 million. This make-whole amount is included in Other (expense) income, net, in the Company’s consolidated statements of operations. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8 . Fair Value Measurements The Company utilized the methods and assumptions described below 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, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value Senior Notes $ 1,449,075 $ 1,517,924 $ 1,647,963 $ 1,744,581 Revolving Credit Facilities and term loan 274,591 275,000 104,460 105,084 Mortgage Indebtedness 53,316 53,689 94,874 96,276 $ 1,776,982 $ 1,846,613 $ 1,847,297 $ 1,945,941 |
Other Comprehensive Loss
Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Other Comprehensive Loss | 9 . Other Comprehensive Loss The changes in Accumulated Other Comprehensive Loss by component are as follows (in thousands): Gains and Losses on Cash Flow Hedges Foreign Currency Items Total Balance, December 31, 2019 $ (1,172 ) $ 681 $ (491 ) Other comprehensive loss before reclassifications — (4,409 ) (4,409 ) Change in cash flow hedges reclassed to earnings (A) 1,172 — 1,172 Net current-period other comprehensive income (loss) 1,172 (4,409 ) (3,237 ) Balance, September 30, 2020 $ — $ (3,728 ) $ (3,728 ) (A) Included in this amount, $0.1 million is classified as interest expense and $1.1 million is classified as other expense in the Company’s consolidated statement of operations for the nine months ended September 30, 2020. |
Impairment Charges and Reserves
Impairment Charges and Reserves | 9 Months Ended |
Sep. 30, 2020 | |
Asset Impairment Charges [Abstract] | |
Impairment Charges and Reserves | 10 . Impairment Charges and Reserves The Company recorded impairment charges and reserves based on the difference between the carrying value of the assets or investments and the estimated fair market value as follows (in millions): Three Months Nine Months Ended September 30, Ended September 30, 2020 2019 2020 2019 Assets marketed for sale $ — $ — $ — $ 0.6 Undeveloped land — 2.8 — 2.8 (Adjustment) reserve of preferred equity interests (A) (3.5 ) 6.4 19.4 12.1 Total impairment charges $ (3.5 ) $ 9.2 $ 19.4 $ 15.5 (A) As a result of an aggregate valuation allowance on its preferred equity interests in the BRE DDR Joint Ventures (Note 3). 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. For the valuation of the preferred equity interests, the significant assumptions used in the discounted cash flow analysis included the discount rate, projected net operating income, the timing of the expected redemption and the exit capitalization rates. The preferred equity interest valuation as of September 30, 2020 considered the projected cash flows expected to be received by the Company as additional transaction consideration in connection with the agreements to terminate the BRE DDR Joint Ventures as discussed in Note 3. For investments in unconsolidated joint ventures, the Company also considered the valuation of any underlying joint venture debt and terms of the joint venture agreement. 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 reserves on financial assets that were measured on a fair value basis for the nine months ended September 30, 2020. 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 September 30, 2020 Preferred equity interests $ — $ — $ 94.2 $ 94.2 $ 19.4 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 September 30, 2020 Technique Unobservable Inputs Range Average Preferred equity interests $ 94.2 Discounted Cash Flow Discount Rate 6.6%-10.6% 7.9% Terminal Capitalization Rate 6.6%-10.5% 8.2% NOI Growth Rate 0% 0% |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2020 | |
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 Nine Months Ended September 30, Ended September 30, 2020 2019 2020 2019 Numerators – Basic and Diluted Net income $ 7,403 $ 23,901 $ 37,628 $ 77,533 Income attributable to non-controlling interests (116 ) (271 ) (621 ) (836 ) Preferred dividends (5,133 ) (8,382 ) (15,399 ) (25,148 ) Earnings attributable to unvested shares and operating partnership units — (174 ) (149 ) (520 ) Net income attributable to common shareholders after allocation to participating securities $ 2,154 $ 15,074 $ 21,459 $ 51,029 Denominators – Number of Shares Basic — 193,203 180,567 193,366 180,555 Assumed conversion of diluted securities 162 940 — 1,064 Diluted — 193,365 181,507 193,366 181,619 Earnings Per Share: Basic $ 0.01 $ 0.08 $ 0.11 $ 0.28 Diluted $ 0.01 $ 0.08 $ 0.11 $ 0.28 For the three and nine months ended September 30, 2020, Performance Restricted Stock Units (“PRSUs”) issued to certain executives in March 2020, March 2019 and March 2017 (not outstanding for the three months ended September 30, 2020) were anti-dilutive and not considered in the computation of EPS, as no share units would have been issued under the plan if the performance period would have ended on September 30, 2020. The PRSUs issued in March 2018 were considered in the computation of EPS for the three months ended September 30, 2020, but were anti-dilutive and not included in the computation of EPS for the nine months ended September 30, 2020. For the three and nine months ended September 30, 2019, the PRSUs issued in March 2019 and March 2018 were dilutive and considered in the computation of EPS and the PRSUs issued in March 2017 were anti-dilutive and not considered in the computation of diluted EPS. For the three and nine months ended September 30, 2020, the Company recorded a mark-to-market adjustment of $0.3 million as expense and $1.6 million as income, respectively, and for the three and nine months ended September 30, 2019, the Company recorded a mark-to-market adjustment of $1.4 million and $2.8 million, respectively, as expense in each case, primarily in connection with the PRSUs issued in March 2018. For the three months ended September 30, 2020, Operating Partnership Units (“OPs”) outstanding were dilutive and considered in the computation of EPS. OPs were anti-dilutive for the nine months ended September 30, 2020 and for the three and nine months ended September 30, 2019 and not considered in the computation of EPS. Stock Repurchase Program In 2018, the Company’s Board of Directors authorized a common share repurchase program. In the first nine months of 2020, the Company repurchased 0.8 million shares at a cost of $7.5 million. These shares are recorded as Treasury Shares on the Company’s consolidated balance sheet. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | 12 . Segment Information The tables below present information about the Company’s reportable operating segments (in thousands): Three Months Ended September 30, 2020 Shopping Centers Loan Investments Other Total Rental income $ 95,874 $ — $ 95,874 Other income 9,680 — 9,680 Total revenues 105,554 — 105,554 Rental operation expenses (32,317 ) — (32,317 ) Net operating income 73,237 — 73,237 Depreciation and amortization (41,148 ) (41,148 ) Interest income 3,445 3,445 Other expense, net $ (186 ) (186 ) Unallocated expenses (A) (31,753 ) (31,753 ) Equity in net income of joint ventures 250 250 Adjustment of preferred equity interests, net 3,542 3,542 Gain on sale of joint venture interest 82 82 Gain on disposition of real estate, net 218 218 Income before tax expense $ 7,687 Three Months Ended September 30, 2019 Shopping Centers Loan Investments Other Total Rental income $ 108,060 $ — $ — $ 108,060 Other income 13,567 13 — 13,580 Business interruption income — — 885 885 Total revenues 121,627 13 885 122,525 Rental operation expenses (33,456 ) (3 ) — (33,459 ) Net operating income 88,171 10 885 89,066 Impairment charges (2,750 ) (2,750 ) Depreciation and amortization (40,732 ) (40,732 ) Interest income 4,616 4,616 Other expense, net (322 ) (322 ) Unallocated expenses (A) (36,464 ) (36,464 ) Equity in net income of joint ventures 2,612 2,612 Reserve of preferred equity interests, net (6,373 ) (6,373 ) Gain on disposition of real estate, net 14,497 14,497 Income before tax expense $ 24,150 Nine Months Ended September 30, 2020 Shopping Centers Loan Investments Other Total Rental income $ 306,482 $ — $ 306,482 Other income 35,940 13 35,953 Total revenues 342,422 13 342,435 Rental operation expenses (102,321 ) — (102,321 ) Net operating income 240,101 13 240,114 Depreciation and amortization (125,014 ) (125,014 ) Interest income 10,480 10,480 Other expense, net $ (18,207 ) (18,207 ) Unallocated expenses (A) (97,029 ) (97,029 ) Equity in net income of joint ventures 908 908 Reserve of preferred equity interests, net (19,393 ) (19,393 ) Gain on sale of joint venture interest 45,635 45,635 Gain on disposition of real estate, net 993 993 Income before tax expense $ 38,487 As of September 30, 2020: Total gross real estate assets $ 4,747,661 $ 4,747,661 Notes receivable, net (B) $ 94,228 $ (94,228 ) $ — Nine Months Ended September 30, 2019 Shopping Centers Loan Investments Other Total Rental income $ 332,555 $ — $ — $ 332,555 Other income 48,722 42 — 48,764 Business interruption income — — 885 885 Total revenues 381,277 42 885 382,204 Rental operation expenses (106,574 ) (10 ) — (106,584 ) Net operating income 274,703 32 885 275,620 Impairment charges (3,370 ) (3,370 ) Depreciation and amortization (123,400 ) (123,400 ) Interest income 13,658 13,658 Other expense, net (254 ) (254 ) Unallocated expenses (A) (108,321 ) (108,321 ) Equity in net income of joint ventures 5,446 5,446 Reserve of preferred equity interests, net (12,106 ) (12,106 ) Gain on disposition of real estate, net 31,087 31,087 Income before tax expense $ 78,360 As of September 30, 2019: Total gross real estate assets $ 4,609,930 $ 4,609,930 Notes receivable, net (B) $ 182,400 $ (162,730 ) $ 19,670 (A) Unallocated expenses consist of General and Administrative Expenses and Interest Expense as listed in the Company’s consolidated statements of operations. (B) Amount includes BRE DDR Joint Venture preferred investment interests (Note 3) classified in Investments in and Advances to Joint Ventures on the Company’s consolidated balance sheets. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events The transaction terminating the BRE DDR IV joint venture closed on October 15, 2020 (Note 3). |
Nature of Business and Financ_2
Nature of Business and Financial Statement Presentation (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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, financing 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 increased 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 and nine months ended September 30, 2020 and 2019, 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, 2019 . |
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). The Company has two unconsolidated joint ventures included in the Company’s joint venture investments that are considered VIEs for which the Company is not the primary beneficiary. The Company’s maximum exposure to losses associated with these VIEs is limited to its aggregate investment, which was $96.7 million and $114.0 million as of September 30, 2020 and December 31, 2019, respectively. In July 2020, the Company entered into agreements with affiliates of The Blackstone Group L.P. (“Blackstone”) to terminate these joint ventures (Note 3). |
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, 2020 2019 Dividends declared, but not paid $ 5.1 $ 44.6 Accounts payable related to construction in progress 5.1 14.9 Assumption of buildings due to ground lease terminations 3.0 — |
Common Shares | Common Shares The Company declared common share dividends of $0.20 per share in the first quarter of 2020, and $0.20 per share in each of the first, second and third quarters of 2019. In order to maintain maximum flexibility given the uncertain impact of the COVID-19 pandemic on its business, the Company’s Board of Directors elected not to declare a dividend on its common shares for the second and third quarters of 2020. |
New Accounting Standards | New Accounting Standards Accounting for Credit Losses In June 2016, the Financial Accounting Standards Board (the “FASB”) issued an amendment on measurement of credit losses on financial assets held by a reporting entity at each reporting date (Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses, “Topic 326” Accounting for Leases During the COVID-19 Pandemic In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the impact of the COVID-19 pandemic. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated with the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect not to evaluate whether lease-related relief that lessors provide to mitigate the economic effects of the COVID-19 pandemic on lessees is a lease modification under Topic 842, Leases |
Nature of Business and Financ_3
Nature of Business and Financial Statement Presentation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 2019 Dividends declared, but not paid $ 5.1 $ 44.6 Accounts payable related to construction in progress 5.1 14.9 Assumption of buildings due to ground lease terminations 3.0 — |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 Nine Months Ended September 30, Ended September 30, 2020 2019 2020 2019 Revenue from contracts: Asset and property management fees $ 7,326 $ 9,751 $ 24,201 $ 32,392 Leasing commissions 648 1,036 4,327 3,916 Development fees 210 552 1,256 1,497 Disposition fees 856 546 2,622 3,263 Credit facility guaranty and refinancing fees 60 60 60 1,860 Total revenue from contracts with customers 9,100 11,945 32,466 42,928 Other property income: Other 580 1,635 3,487 5,836 Total fee and other income $ 9,680 $ 13,580 $ 35,953 $ 48,764 |
Investments in and Advances t_2
Investments in and Advances to Joint Ventures (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Schedule Of Equity Method Investments [Line Items] | |
Summary of Preferred investments | The preferred investments are summarized as follows (in millions, except properties owned): Preferred Investment (Principal) Redemption Date Initial September 30, 2020 Valuation Allowance Net of Reserve Properties Owned at September 30, 2020 BRE DDR III October 2021 $ 300.0 $ 132.4 $ (95.8 ) $ 36.6 13 BRE DDR IV December 2022 82.6 64.1 (11.6 ) 52.5 5 $ 382.6 $ 196.5 $ (107.4 ) $ 89.1 |
Unconsolidated Joint Ventures [Member] | |
Schedule Of Equity Method Investments [Line Items] | |
Condensed Combined Financial Information of Company's Unconsolidated Joint Venture Investments | At September 30, 2020 and December 31, 2019, the Company had ownership interests in various unconsolidated joint ventures that had investments in 77 and 100 shopping center properties, respectively. Condensed combined financial information of the Company’s unconsolidated joint venture investments is as follows (in thousands): September 30, 2020 December 31, 2019 Condensed Combined Balance Sheets Land $ 555,215 $ 895,427 Buildings 1,684,807 2,583,053 Fixtures and tenant improvements 160,175 233,303 2,400,197 3,711,783 Less: Accumulated depreciation (580,360 ) (949,879 ) 1,819,837 2,761,904 Construction in progress and land 56,392 58,855 Real estate, net 1,876,229 2,820,759 Cash and restricted cash 71,807 109,260 Receivables, net 32,720 37,191 Other assets, net 92,085 147,129 $ 2,072,841 $ 3,114,339 Mortgage debt $ 1,433,168 $ 1,640,146 Notes and accrued interest payable to the Company 4,863 4,975 Other liabilities 100,254 142,754 1,538,285 1,787,875 Redeemable preferred equity – (A) 224,029 217,871 Accumulated equity 310,527 1,108,593 $ 2,072,841 $ 3,114,339 Company's share of accumulated equity $ 71,304 $ 186,247 Redeemable preferred equity, net (B) 96,128 112,589 Basis differentials 4,349 (6,864 ) Deferred development fees, net of portion related to the Company's interest (1,397 ) (2,452 ) Amounts payable to the Company 4,863 4,975 Investments in and Advances to Joint Ventures, net $ 175,247 $ 294,495 (A) Includes PIK that the Company has accrued since March 2017 of $20.5 million and $17.3 million at September 30, 2020 and December 31, 2019, respectively, which, in each case, was fully reserved. (B) Amount is net of the valuation allowance of $107.4 million and $87.9 million at September 30, 2020 and December 31, 2019, respectively, and the fully reserved PIK. |
Condensed Combined Statements of Operations of Unconsolidated Joint Venture Investments | Three Months Nine Months Ended September 30, Ended September 30, 2020 2019 2020 2019 Condensed Combined Statements of Operations Revenues from operations $ 60,019 $ 105,223 $ 198,906 $ 319,906 Expenses from operations: Operating expenses 18,613 28,798 61,661 89,341 Impairment charges — — 33,240 12,267 Depreciation and amortization 23,901 36,867 77,580 113,340 Interest expense 14,700 22,530 47,555 73,472 Preferred share expense 4,626 5,544 13,710 16,487 Other expense, net 3,246 5,017 10,844 16,358 65,086 98,756 244,590 321,265 (Loss) income before gain (loss) on disposition of real estate (5,067 ) 6,467 (45,684 ) (1,359 ) Gain (loss) on disposition of real estate, net 319 (440 ) 9,229 15,205 Net (loss) income attributable to unconsolidated joint ventures $ (4,748 ) $ 6,027 $ (36,455 ) $ 13,846 Company's share of equity in net income of joint ventures $ 134 $ 2,404 $ 571 $ 4,851 Basis differential adjustments (A) 116 208 337 595 Equity in net income of joint ventures $ 250 $ 2,612 $ 908 $ 5,446 (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, unrecognized preferred PIK, 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 on its preferred interests in the BRE DDR Joint Ventures (as defined below) are as follows (in millions): Three Months Nine Months Ended September 30, Ended September 30, 2020 2019 2020 2019 Revenue from contracts: Asset and property management fees $ 3.0 $ 4.7 $ 10.1 $ 14.8 Development fees, leasing commissions and other 0.6 1.2 3.6 3.7 3.6 5.9 13.7 18.5 Other: Interest income 3.5 4.2 10.5 12.6 Other 0.5 0.8 1.7 2.3 4.0 5.0 12.2 14.9 $ 7.6 $ 10.9 $ 25.9 $ 33.4 |
Investment in and Advances to_2
Investment in and Advances to Affiliate (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 Nine Months Ended September 30, Ended September 30, 2020 2019 2020 2019 Revenue from contracts with RVI: Asset and property management fees $ 4.4 $ 5.1 $ 14.1 $ 16.6 Leasing commissions 0.3 0.4 2.0 1.8 Disposition fees 0.8 0.5 2.6 3.2 Credit facility guaranty and refinancing fees 0.1 0.1 0.1 1.9 Total revenue from contracts with RVI $ 5.6 $ 6.1 $ 18.8 $ 23.5 |
Other Assets, net (Tables)
Other Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Other Assets [Abstract] | |
Components of Other Assets | Other assets consist of the following (in thousands): September 30, 2020 December 31, 2019 Intangible assets: In-place leases, net $ 19,784 $ 25,114 Above-market leases, net 2,495 3,193 Lease origination costs 2,857 3,720 Tenant relationships, net 21,606 25,994 Total intangible assets, net (A) 46,742 58,021 Operating lease ROU assets 21,024 21,792 Notes receivable (B) — 7,541 Other assets: Prepaid expenses 7,414 6,104 Other assets 2,372 2,959 Deposits 3,855 4,087 Deferred charges, net 6,634 8,127 Total other assets, net $ 88,041 $ 108,631 Below-market leases, net (other liabilities) $ 43,205 $ 46,961 (A) The Company recorded amortization expense related to its intangibles, excluding above- and below-market leases, of $3.2 million and $4.2 million for the three months ended September 30, 2020 and 2019, respectively, and $10.3 million and $13.5 million for the nine months ended September 30, 2020 and 2019, respectively. (B) Repaid in full in the first quarter of 2020. |
Revolving Credit Facilities (Ta
Revolving Credit Facilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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) (in millions): Carrying Amount at September 30, 2020 Weighted-Average Interest Rate at September 30, 2020 Maturity Date Unsecured Credit Facility $ 175.0 1.1% January 2024 PNC Facility — N/A January 2024 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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): September 30, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value Senior Notes $ 1,449,075 $ 1,517,924 $ 1,647,963 $ 1,744,581 Revolving Credit Facilities and term loan 274,591 275,000 104,460 105,084 Mortgage Indebtedness 53,316 53,689 94,874 96,276 $ 1,776,982 $ 1,846,613 $ 1,847,297 $ 1,945,941 |
Other Comprehensive Loss (Table
Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Loss by Component | The changes in Accumulated Other Comprehensive Loss by component are as follows (in thousands): Gains and Losses on Cash Flow Hedges Foreign Currency Items Total Balance, December 31, 2019 $ (1,172 ) $ 681 $ (491 ) Other comprehensive loss before reclassifications — (4,409 ) (4,409 ) Change in cash flow hedges reclassed to earnings (A) 1,172 — 1,172 Net current-period other comprehensive income (loss) 1,172 (4,409 ) (3,237 ) Balance, September 30, 2020 $ — $ (3,728 ) $ (3,728 ) (A) Included in this amount, $0.1 million is classified as interest expense and $1.1 million is classified as other expense in the Company’s consolidated statement of operations for the nine months ended September 30, 2020. |
Impairment Charges and Reserv_2
Impairment Charges and Reserves (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Asset Impairment Charges [Abstract] | |
Impairment Charges and Reserves on Assets or Investments | The Company recorded impairment charges and reserves based on the difference between the carrying value of the assets or investments and the estimated fair market value as follows (in millions): Three Months Nine Months Ended September 30, Ended September 30, 2020 2019 2020 2019 Assets marketed for sale $ — $ — $ — $ 0.6 Undeveloped land — 2.8 — 2.8 (Adjustment) reserve of preferred equity interests (A) (3.5 ) 6.4 19.4 12.1 Total impairment charges $ (3.5 ) $ 9.2 $ 19.4 $ 15.5 (A) As a result of an aggregate valuation allowance on its preferred equity interests in the BRE DDR Joint Ventures (Note 3). |
Reserves Measured at Fair Value on Non-Recurring Basis | The following table presents information about the Company’s reserves on financial assets that were measured on a fair value basis for the nine months ended September 30, 2020. 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 September 30, 2020 Preferred equity interests $ — $ — $ 94.2 $ 94.2 $ 19.4 |
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 September 30, 2020 Technique Unobservable Inputs Range Average Preferred equity interests $ 94.2 Discounted Cash Flow Discount Rate 6.6%-10.6% 7.9% Terminal Capitalization Rate 6.6%-10.5% 8.2% NOI Growth Rate 0% 0% |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 2019 2020 2019 Numerators – Basic and Diluted Net income $ 7,403 $ 23,901 $ 37,628 $ 77,533 Income attributable to non-controlling interests (116 ) (271 ) (621 ) (836 ) Preferred dividends (5,133 ) (8,382 ) (15,399 ) (25,148 ) Earnings attributable to unvested shares and operating partnership units — (174 ) (149 ) (520 ) Net income attributable to common shareholders after allocation to participating securities $ 2,154 $ 15,074 $ 21,459 $ 51,029 Denominators – Number of Shares Basic — 193,203 180,567 193,366 180,555 Assumed conversion of diluted securities 162 940 — 1,064 Diluted — 193,365 181,507 193,366 181,619 Earnings Per Share: Basic $ 0.01 $ 0.08 $ 0.11 $ 0.28 Diluted $ 0.01 $ 0.08 $ 0.11 $ 0.28 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Summary of Information about Company's Reportable Operating Segments | The tables below present information about the Company’s reportable operating segments (in thousands): Three Months Ended September 30, 2020 Shopping Centers Loan Investments Other Total Rental income $ 95,874 $ — $ 95,874 Other income 9,680 — 9,680 Total revenues 105,554 — 105,554 Rental operation expenses (32,317 ) — (32,317 ) Net operating income 73,237 — 73,237 Depreciation and amortization (41,148 ) (41,148 ) Interest income 3,445 3,445 Other expense, net $ (186 ) (186 ) Unallocated expenses (A) (31,753 ) (31,753 ) Equity in net income of joint ventures 250 250 Adjustment of preferred equity interests, net 3,542 3,542 Gain on sale of joint venture interest 82 82 Gain on disposition of real estate, net 218 218 Income before tax expense $ 7,687 Three Months Ended September 30, 2019 Shopping Centers Loan Investments Other Total Rental income $ 108,060 $ — $ — $ 108,060 Other income 13,567 13 — 13,580 Business interruption income — — 885 885 Total revenues 121,627 13 885 122,525 Rental operation expenses (33,456 ) (3 ) — (33,459 ) Net operating income 88,171 10 885 89,066 Impairment charges (2,750 ) (2,750 ) Depreciation and amortization (40,732 ) (40,732 ) Interest income 4,616 4,616 Other expense, net (322 ) (322 ) Unallocated expenses (A) (36,464 ) (36,464 ) Equity in net income of joint ventures 2,612 2,612 Reserve of preferred equity interests, net (6,373 ) (6,373 ) Gain on disposition of real estate, net 14,497 14,497 Income before tax expense $ 24,150 Nine Months Ended September 30, 2020 Shopping Centers Loan Investments Other Total Rental income $ 306,482 $ — $ 306,482 Other income 35,940 13 35,953 Total revenues 342,422 13 342,435 Rental operation expenses (102,321 ) — (102,321 ) Net operating income 240,101 13 240,114 Depreciation and amortization (125,014 ) (125,014 ) Interest income 10,480 10,480 Other expense, net $ (18,207 ) (18,207 ) Unallocated expenses (A) (97,029 ) (97,029 ) Equity in net income of joint ventures 908 908 Reserve of preferred equity interests, net (19,393 ) (19,393 ) Gain on sale of joint venture interest 45,635 45,635 Gain on disposition of real estate, net 993 993 Income before tax expense $ 38,487 As of September 30, 2020: Total gross real estate assets $ 4,747,661 $ 4,747,661 Notes receivable, net (B) $ 94,228 $ (94,228 ) $ — Nine Months Ended September 30, 2019 Shopping Centers Loan Investments Other Total Rental income $ 332,555 $ — $ — $ 332,555 Other income 48,722 42 — 48,764 Business interruption income — — 885 885 Total revenues 381,277 42 885 382,204 Rental operation expenses (106,574 ) (10 ) — (106,584 ) Net operating income 274,703 32 885 275,620 Impairment charges (3,370 ) (3,370 ) Depreciation and amortization (123,400 ) (123,400 ) Interest income 13,658 13,658 Other expense, net (254 ) (254 ) Unallocated expenses (A) (108,321 ) (108,321 ) Equity in net income of joint ventures 5,446 5,446 Reserve of preferred equity interests, net (12,106 ) (12,106 ) Gain on disposition of real estate, net 31,087 31,087 Income before tax expense $ 78,360 As of September 30, 2019: Total gross real estate assets $ 4,609,930 $ 4,609,930 Notes receivable, net (B) $ 182,400 $ (162,730 ) $ 19,670 (A) Unallocated expenses consist of General and Administrative Expenses and Interest Expense as listed in the Company’s consolidated statements of operations. (B) Amount includes BRE DDR Joint Venture preferred investment interests (Note 3) classified in Investments in and Advances to Joint Ventures on the Company’s consolidated balance sheets. |
Nature of Business and Financ_4
Nature of Business and Financial Statement Presentation - Additional Information (Detail) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2020$ / shares | Sep. 30, 2019$ / shares | Jun. 30, 2019$ / shares | Mar. 31, 2019$ / shares | Sep. 30, 2020USD ($)JointVenture | Dec. 31, 2019USD ($) | |
Nature Of Business And Financial Statement Presentation [Line Items] | ||||||
Maximum exposure to losses associated with VIEs | $ | $ 96.7 | $ 114 | ||||
Common share dividend declared per share | $ / shares | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | ||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | |||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | |||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |||||
Variable Interest Entity, Not Primary Beneficiary [Member] | ||||||
Nature Of Business And Financial Statement Presentation [Line Items] | ||||||
Number of unconsolidated joint ventures | JointVenture | 2 |
Nature of Business and Financ_5
Nature of Business and Financial Statement Presentation - Non-cash Investing and Financing Activities (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Other Significant Noncash Transactions [Line Items] | |||
Dividends declared, but not paid | $ 5,133 | $ 44,600 | $ 44,036 |
Accounts payable related to construction in progress | 5,100 | 14,900 | |
Building [Member] | |||
Other Significant Noncash Transactions [Line Items] | |||
Assumption of buildings due to ground lease terminations | $ 3,000 | $ 0 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 23, 2020 | Jul. 24, 2020 | Apr. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Accounts receivable | $ 79,208 | $ 79,208 | $ 60,594 | |||
BRE DDR IV | ||||||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Ownership interest of joint venture partner | 100.00% | 100.00% | ||||
COVID-19 | ||||||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Percentage of tenants open for business | 92.00% | 45.00% | ||||
Reduction in Rental income | $ 12,300 | $ 25,100 | ||||
Reserves for unconsolidated joint ventures | 1,500 | 3,300 | ||||
COVID-19 | Tenant Accounts Receivable | ||||||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Accounts receivable | 24,900 | 24,900 | ||||
COVID-19 | Joint Ventures Contractual Accounts Receivable | ||||||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Accounts receivable | $ 1,400 | $ 1,400 | ||||
COVID-19 | Subsequent Event | ||||||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Percentage of tenants open for business | 98.00% | |||||
Percentage of base rents paid for second quarter | 70.00% | |||||
Percentage of base rents paid for third quarter | 84.00% | |||||
COVID-19 | Subsequent Event | Tenant Accounts Receivable | ||||||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Percentage of aggregate base rents with various modification arrangements for second quarter | 16.00% | |||||
Percentage of aggregate base rents with various modification arrangements for third quarter | 8.00% |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Fee and Other Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | $ 9,100 | $ 11,945 | $ 32,466 | $ 42,928 |
Other property income: | ||||
Other | 580 | 1,635 | 3,487 | 5,836 |
Total fee and other income | 9,680 | 13,580 | 35,953 | 48,764 |
Asset and Property Management Fees [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 7,326 | 9,751 | 24,201 | 32,392 |
Leasing Commissions [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 648 | 1,036 | 4,327 | 3,916 |
Development Fees [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 210 | 552 | 1,256 | 1,497 |
Disposition Fees [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 856 | 546 | 2,622 | 3,263 |
Credit Facility Guaranty and Refinancing Fees [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | $ 60 | $ 60 | $ 60 | $ 1,860 |
Investments in and Advances t_3
Investments in and Advances to Joint Ventures - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020USD ($)ShoppingCenter | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)ShoppingCenterInvestment | Sep. 30, 2019USD ($) | Oct. 15, 2020USD ($) | Jul. 14, 2020USD ($) | Feb. 29, 2020 | Dec. 31, 2019USD ($)ShoppingCenter | |
Schedule Of Equity Method Investments [Line Items] | ||||||||
Reserve of preferred equity interests increase (decrease) | $ (3,542,000) | $ 6,373,000 | $ 19,393,000 | $ 12,106,000 | ||||
Mortgage debt | 53,316,000 | 53,316,000 | $ 94,874,000 | |||||
Net proceeds from sale of interest in joint venture | 140,441,000 | 0 | ||||||
Gain on sale of joint venture interest | $ 82,000 | $ 0 | 45,635,000 | $ 0 | ||||
DDRTC Joint Venture [Member] | ||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||
Percentage of joint venture sold | 15.00% | |||||||
Net proceeds from sale of interest in joint venture | 140,400,000 | |||||||
Gain on sale of joint venture interest | $ 45,600,000 | |||||||
Unconsolidated Joint Ventures [Member] | ||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||
Shopping centers owned | ShoppingCenter | 77 | 77 | 100 | |||||
Mortgage debt | $ 1,433,168,000 | $ 1,433,168,000 | $ 1,640,146,000 | |||||
Unconsolidated Joint Ventures [Member] | Shopping Centers [Member] | ||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||
Number of properties sold | ShoppingCenter | 2 | |||||||
Proceeds from sale of joint venture assets | $ 27,700,000 | |||||||
Company's proportionate share of gain on sale of joint venture assets | $ 1,800,000 | |||||||
BRE DDR Joint Ventures [Member] | ||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||
Number of unconsolidated investments | Investment | 2 | |||||||
Maximum preferred investment fixed distribution deferral | 2.00% | 2.00% | ||||||
BRE DDR Joint Ventures [Member] | Preferred Equity Fixed Dividend Rate [Member] | ||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||
Preferred equity fixed dividend rate per annum | 8.50% | |||||||
BRE DDR III [Member] | ||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||
Percentage of unrestricted cash held | 50.00% | |||||||
Unrestricted cash | $ 18,500,000 | $ 18,500,000 | ||||||
Additional cash to be received upon closing | $ 1,900,000 | |||||||
BRE DDR III [Member] | Affiliate of Blackstone [Member] | ||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||
Ownership interest of joint venture partner | 95.00% | 95.00% | ||||||
BRE DDR III [Member] | Affiliates of SITE Centers [Member] | ||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||
Ownership interest of joint venture partner | 5.00% | 5.00% | ||||||
BRE DDR IV | ||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||
Ownership interest of joint venture partner | 100.00% | 100.00% | ||||||
BRE DDR IV | Subsequent Event | ||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||
Mortgage debt | $ 146,600,000 | |||||||
Consideration Paid For Transfer Of Interest | 1 | |||||||
Restricted And Unrestricted Cash | $ 8,900,000 | |||||||
BRE DDR IV | Affiliate of Blackstone [Member] | ||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||
Ownership interest of joint venture partner | 95.00% | 95.00% | ||||||
BRE DDR IV | Affiliates of SITE Centers [Member] | ||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||
Ownership interest of joint venture partner | 5.00% | 5.00% | ||||||
White Oak Village and Midtowne Park [Member] | ||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||
Mortgage debt | $ 50,000,000 | $ 50,000,000 |
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, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Condensed Combined Balance Sheets | ||||||
Land | $ 881,543 | $ 881,397 | ||||
Buildings | 3,312,645 | 3,277,440 | ||||
Fixtures and tenant improvements | 501,431 | 491,312 | ||||
Total real estate rental property | 4,695,619 | 4,650,149 | ||||
Less: Accumulated depreciation | (1,393,578) | (1,289,148) | ||||
Real estate rental property, net | 3,302,041 | 3,361,001 | ||||
Construction in progress and land | 52,042 | 59,663 | ||||
Total real estate assets, net | 3,354,083 | 3,420,664 | ||||
Other assets, net | 88,041 | 108,631 | ||||
Total assets | 3,944,862 | 4,093,622 | ||||
Mortgage debt | 53,316 | 94,874 | ||||
Total liabilities | 1,985,150 | 2,112,144 | ||||
Accumulated equity | 1,959,712 | $ 1,959,804 | 1,981,478 | $ 2,007,505 | $ 2,027,251 | $ 2,073,002 |
Total liabilities and equity | 3,944,862 | 4,093,622 | ||||
Company's share of accumulated equity | 71,304 | 186,247 | ||||
Redeemable preferred equity, net | 96,128 | 112,589 | ||||
Basis differentials | 4,349 | (6,864) | ||||
Deferred development fees, net of portion related to the Company's interest | (1,397) | (2,452) | ||||
Amounts payable to the Company | 4,863 | 4,975 | ||||
Investments in and Advances to Joint Ventures, net | 175,247 | 294,495 | ||||
Unconsolidated Joint Ventures [Member] | ||||||
Condensed Combined Balance Sheets | ||||||
Land | 555,215 | 895,427 | ||||
Buildings | 1,684,807 | 2,583,053 | ||||
Fixtures and tenant improvements | 160,175 | 233,303 | ||||
Total real estate rental property | 2,400,197 | 3,711,783 | ||||
Less: Accumulated depreciation | (580,360) | (949,879) | ||||
Real estate rental property, net | 1,819,837 | 2,761,904 | ||||
Construction in progress and land | 56,392 | 58,855 | ||||
Total real estate assets, net | 1,876,229 | 2,820,759 | ||||
Cash and restricted cash | 71,807 | 109,260 | ||||
Receivables, net | 32,720 | 37,191 | ||||
Other assets, net | 92,085 | 147,129 | ||||
Total assets | 2,072,841 | 3,114,339 | ||||
Mortgage debt | 1,433,168 | 1,640,146 | ||||
Notes and accrued interest payable to the Company | 4,863 | 4,975 | ||||
Other liabilities | 100,254 | 142,754 | ||||
Total liabilities | 1,538,285 | 1,787,875 | ||||
Redeemable preferred equity – SITE Centers | 224,029 | 217,871 | ||||
Accumulated equity | 310,527 | 1,108,593 | ||||
Total liabilities and equity | $ 2,072,841 | $ 3,114,339 |
Investments in and Advances t_5
Investments in and Advances to Joint Ventures - Condensed Combined Financial Information of Company's Unconsolidated Joint Venture Investments (Parenthetical) (Detail) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Schedule Of Equity Method Investments [Line Items] | ||
Preferred investment interest valuation allowance | $ 107.4 | $ 87.9 |
PIK [Member] | ||
Schedule Of Equity Method Investments [Line Items] | ||
Redeemable preferred equity, net | $ 20.5 | $ 17.3 |
Investments in and Advances t_6
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, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule Of Equity Method Investments [Line Items] | ||||
Revenues from operations | $ 105,554 | $ 122,525 | $ 342,435 | $ 382,204 |
Expenses from operations: | ||||
Operating expenses | 87,129 | 92,245 | 265,877 | 277,702 |
Impairment charges | 0 | 2,750 | 0 | 3,370 |
Depreciation and amortization | 41,148 | 40,732 | 125,014 | 123,400 |
Interest expense | 18,089 | 21,160 | 58,487 | 63,973 |
Other expense, net | 186 | 322 | 18,207 | 254 |
Net (loss) income | 7,403 | 23,901 | 37,628 | 77,533 |
Company's share of equity in net income of joint ventures | 134 | 2,404 | 571 | 4,851 |
Basis differential adjustments | 116 | 208 | 337 | 595 |
Equity in net income of joint ventures | 250 | 2,612 | 908 | 5,446 |
Unconsolidated Joint Ventures [Member] | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Revenues from operations | 60,019 | 105,223 | 198,906 | 319,906 |
Expenses from operations: | ||||
Operating expenses | 18,613 | 28,798 | 61,661 | 89,341 |
Impairment charges | 0 | 0 | 33,240 | 12,267 |
Depreciation and amortization | 23,901 | 36,867 | 77,580 | 113,340 |
Interest expense | 14,700 | 22,530 | 47,555 | 73,472 |
Preferred share expense | 4,626 | 5,544 | 13,710 | 16,487 |
Other expense, net | 3,246 | 5,017 | 10,844 | 16,358 |
Total expenses | 65,086 | 98,756 | 244,590 | 321,265 |
(Loss) income before gain (loss) on disposition of real estate | (5,067) | 6,467 | (45,684) | (1,359) |
Gain (loss) on disposition of real estate, net | 319 | (440) | 9,229 | 15,205 |
Net (loss) income | $ (4,748) | $ 6,027 | $ (36,455) | $ 13,846 |
Investments in and Advances t_7
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue from contracts: | ||||
Total revenue from contracts with customers | $ 9,100 | $ 11,945 | $ 32,466 | $ 42,928 |
Other: | ||||
Interest income | 3,500 | 4,200 | 10,500 | 12,600 |
Other | 500 | 800 | 1,700 | 2,300 |
Other, Total | 4,000 | 5,000 | 12,200 | 14,900 |
Revenue and other income | 7,600 | 10,900 | 25,900 | 33,400 |
Asset and Property Management Fees [Member] | ||||
Revenue from contracts: | ||||
Total revenue from contracts with customers | 7,326 | 9,751 | 24,201 | 32,392 |
Unconsolidated Joint Ventures [Member] | ||||
Revenue from contracts: | ||||
Total revenue from contracts with customers | 3,600 | 5,900 | 13,700 | 18,500 |
Unconsolidated Joint Ventures [Member] | Asset and Property Management Fees [Member] | ||||
Revenue from contracts: | ||||
Total revenue from contracts with customers | 3,000 | 4,700 | 10,100 | 14,800 |
Unconsolidated Joint Ventures [Member] | Development Fees, Leasing Commissions and Other [Member] | ||||
Revenue from contracts: | ||||
Total revenue from contracts with customers | $ 600 | $ 1,200 | $ 3,600 | $ 3,700 |
Investments in and Advances t_8
Investments in and Advances to Joint Ventures - Summary of Preferred investments (Detail) $ in Millions | 9 Months Ended | |||
Sep. 30, 2020USD ($)ShoppingCenter | Dec. 31, 2019USD ($) | Dec. 31, 2015USD ($) | Oct. 31, 2014USD ($) | |
Schedule Of Equity Method Investments [Line Items] | ||||
Preferred Investment, Valuation Allowance | $ (107.4) | $ (87.9) | ||
BRE DDR III [Member] | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Redemption Date | 2021-10 | |||
Preferred Investment (Principal) | $ 132.4 | $ 300 | ||
Preferred Investment, Valuation Allowance | (95.8) | |||
Preferred Investment, Net of Reserve | $ 36.6 | |||
Properties Owned | ShoppingCenter | 13 | |||
BRE DDR IV | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Redemption Date | 2022-12 | |||
Preferred Investment (Principal) | $ 64.1 | $ 82.6 | ||
Preferred Investment, Valuation Allowance | (11.6) | |||
Preferred Investment, Net of Reserve | $ 52.5 | |||
Properties Owned | ShoppingCenter | 5 | |||
BRE DDR III and IV [Member] | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Preferred Investment (Principal) | $ 196.5 | $ 382.6 | ||
Preferred Investment, Valuation Allowance | (107.4) | |||
Preferred Investment, Net of Reserve | $ 89.1 |
Investment in and Advances to_3
Investment in and Advances to Affiliate - Additional Information (Detail) $ in Millions | Sep. 30, 2020USD ($) |
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with RVI | $ 9,100 | $ 11,945 | $ 32,466 | $ 42,928 |
Retail Value Inc. [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with RVI | 5,600 | 6,100 | 18,800 | 23,500 |
Asset and Property Management Fees [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with RVI | 7,326 | 9,751 | 24,201 | 32,392 |
Asset and Property Management Fees [Member] | Retail Value Inc. [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with RVI | 4,400 | 5,100 | 14,100 | 16,600 |
Leasing Commissions [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with RVI | 648 | 1,036 | 4,327 | 3,916 |
Leasing Commissions [Member] | Retail Value Inc. [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with RVI | 300 | 400 | 2,000 | 1,800 |
Disposition Fees [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with RVI | 856 | 546 | 2,622 | 3,263 |
Disposition Fees [Member] | Retail Value Inc. [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with RVI | 800 | 500 | 2,600 | 3,200 |
Credit Facility Guaranty and Refinancing Fees [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with RVI | 60 | 60 | 60 | 1,860 |
Credit Facility Guaranty and Refinancing Fees [Member] | Retail Value Inc. [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with RVI | $ 100 | $ 100 | $ 100 | $ 1,900 |
Other Assets, net - Components
Other Assets, net - Components of Other Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Intangible assets: | |||
Total intangible assets, net | $ 46,742 | $ 58,021 | |
Operating lease ROU assets | 21,024 | 21,792 | |
Notes receivable | 0 | 7,541 | $ 19,670 |
Other assets: | |||
Prepaid expenses | 7,414 | 6,104 | |
Other assets | 2,372 | 2,959 | |
Deposits | 3,855 | 4,087 | |
Deferred charges, net | 6,634 | 8,127 | |
Total other assets, net | 88,041 | 108,631 | |
Below-market leases, net (other liabilities) | 43,205 | 46,961 | |
In-Place Leases, Net [Member] | |||
Intangible assets: | |||
Total intangible assets, net | 19,784 | 25,114 | |
Above-Market Leases, Net [Member] | |||
Intangible assets: | |||
Total intangible assets, net | 2,495 | 3,193 | |
Lease Origination Costs [Member] | |||
Intangible assets: | |||
Total intangible assets, net | 2,857 | 3,720 | |
Tenant Relationships, Net [Member] | |||
Intangible assets: | |||
Total intangible assets, net | $ 21,606 | $ 25,994 |
Other Assets, net - Component_2
Other Assets, net - Components of Other Assets (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Intangible Assets Net Excluding Goodwill [Abstract] | ||||
Amortization expense | $ 3.2 | $ 4.2 | $ 10.3 | $ 13.5 |
Revolving Credit Facilities - I
Revolving Credit Facilities - Information Regarding Company's Revolving Credit Facilities (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Carrying Amount | $ 175,000 | $ 5,000 |
Revolving Credit Facility [Member] | Unsecured Debt [Member] | J.P. Morgan Chase Bank, N.A. and Wells Fargo Securities, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Carrying Amount | $ 175,000 | |
Weighted-Average Interest Rate | 1.10% | |
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 | |
Lines of Credit Maturity Date | 2024-01 |
Revolving Credit Facilities - A
Revolving Credit Facilities - Additional Information (Detail) - Unsecured Debt [Member] - Revolving Credit Facility [Member] | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Debt Instrument [Line Items] | |
Covenant compliance | The Company was in compliance with these financial covenants at September 30, 2020. |
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, subject to 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 |
Senior Notes - Additional Infor
Senior Notes - Additional Information (Detail) - 4.625% Senior Notes Due 2022 [Member] $ in Millions | 1 Months Ended |
Mar. 31, 2020USD ($) | |
Debt Instrument [Line Items] | |
Repayment of debt | $ 200 |
Debt instrument, interest rate | 4.625% |
Debt instrument maturity year | 2022 |
Other (Expense) Income, Net [Member] | |
Debt Instrument [Line Items] | |
Payment of make-whole amount on debt | $ 16.6 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Carrying Values Different from Estimated Fair Values (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior Notes | $ 1,449,075 | $ 1,647,963 |
Revolving Credit Facilities and term loan | 274,591 | 104,460 |
Mortgage Indebtedness | 53,316 | 94,874 |
Total indebtedness | 1,776,982 | 1,847,297 |
Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior Notes | 1,517,924 | 1,744,581 |
Revolving Credit Facilities and term loan | 275,000 | 105,084 |
Mortgage Indebtedness | 53,689 | 96,276 |
Total indebtedness | $ 1,846,613 | $ 1,945,941 |
Other Comprehensive Loss - Chan
Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Loss by Component (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning Balance | $ 1,981,478 |
Other comprehensive loss before reclassifications | (4,409) |
Change in cash flow hedges reclassed to earnings | 1,172 |
Net current-period other comprehensive income (loss) | (3,237) |
Ending Balance | 1,959,712 |
Gains and Losses on Cash Flow Hedges [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning Balance | (1,172) |
Other comprehensive loss before reclassifications | 0 |
Change in cash flow hedges reclassed to earnings | 1,172 |
Net current-period other comprehensive income (loss) | 1,172 |
Ending Balance | 0 |
Foreign Currency Items [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning Balance | 681 |
Other comprehensive loss before reclassifications | (4,409) |
Change in cash flow hedges reclassed to earnings | 0 |
Net current-period other comprehensive income (loss) | (4,409) |
Ending Balance | (3,728) |
Accumulated Other Comprehensive Loss [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning Balance | (491) |
Ending Balance | $ (3,728) |
Other Comprehensive Loss - Ch_2
Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Loss by Component (Parenthetical) (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Change in cash flow hedges reclassed to earnings | $ 1,172 |
Interest Expense [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Change in cash flow hedges reclassed to earnings | 100 |
Other Expense [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Change in cash flow hedges reclassed to earnings | $ 1,100 |
Impairment Charges and Reserv_3
Impairment Charges and Reserves - Impairment Charges on Assets or Investments (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Impairment Charges And Impairment Of Joint Venture Investments [Abstract] | ||||
Assets marketed for sale | $ 0 | $ 0 | $ 0 | $ 0.6 |
(Adjustment) reserve of preferred equity interests | (3.5) | 6.4 | 19.4 | 12.1 |
Total impairment charges | (3.5) | 9.2 | 19.4 | 15.5 |
Undeveloped Land [Member] | ||||
Impairment Charges And Impairment Of Joint Venture Investments [Abstract] | ||||
Assets marketed for sale | $ 0 | $ 2.8 | $ 0 | $ 2.8 |
Impairment Charges and Reserv_4
Impairment Charges and Reserves - Reserves Measured at Fair Value on Non-Recurring Basis (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred equity interests, Total Impairment Charges | $ 19,393 | $ 12,106 |
Fair Value Measurements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred equity interests, Fair Value Measurements | 94,200 | |
Fair Value Measurements [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred equity interests, Fair Value Measurements | 0 | |
Fair Value Measurements [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred equity interests, Fair Value Measurements | 0 | |
Fair Value Measurements [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred equity interests, Fair Value Measurements | $ 94,200 |
Impairment Charges and Reserv_5
Impairment Charges and Reserves - Summary of Significant Unobservable Inputs (Detail) - Fair Value Measurements [Member] $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Preferred equity interests, Fair Value | $ 94.2 |
Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Preferred equity interests, Fair Value | 94.2 |
Preferred Equity Interests [Member] | Level 3 [Member] | Discounted Cash Flow [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Preferred equity interests, Fair Value | $ 94.2 |
Preferred Equity Interests [Member] | Level 3 [Member] | Discounted Cash Flow [Member] | Discount Rate [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Unobservable inputs rate | 7.90% |
Preferred Equity Interests [Member] | Level 3 [Member] | Discounted Cash Flow [Member] | Terminal Capitalization Rate [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Unobservable inputs rate | 8.20% |
Preferred Equity Interests [Member] | Level 3 [Member] | Discounted Cash Flow [Member] | NOI Growth Rate [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Unobservable inputs rate | 0.00% |
Unobservable inputs rate | 0.00% |
Preferred Equity Interests [Member] | Level 3 [Member] | Discounted Cash Flow [Member] | Minimum [Member] | Discount Rate [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Unobservable inputs rate | 6.60% |
Preferred Equity Interests [Member] | Level 3 [Member] | Discounted Cash Flow [Member] | Minimum [Member] | Terminal Capitalization Rate [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Unobservable inputs rate | 6.60% |
Preferred Equity Interests [Member] | Level 3 [Member] | Discounted Cash Flow [Member] | Maximum [Member] | Discount Rate [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Unobservable inputs rate | 10.60% |
Preferred Equity Interests [Member] | Level 3 [Member] | Discounted Cash Flow [Member] | Maximum [Member] | Terminal Capitalization Rate [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Unobservable inputs rate | 10.50% |
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, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 7,403 | $ 23,901 | $ 37,628 | $ 77,533 |
Income attributable to non-controlling interests | (116) | (271) | (621) | (836) |
Preferred dividends | (5,133) | (8,382) | (15,399) | (25,148) |
Earnings attributable to unvested shares and operating partnership units | 0 | (174) | (149) | (520) |
Net income attributable to common shareholders after allocation to participating securities | $ 2,154 | $ 15,074 | $ 21,459 | $ 51,029 |
Denominators – Number of Shares | ||||
Basic—Average shares outstanding | 193,203 | 180,567 | 193,366 | 180,555 |
Assumed conversion of diluted securities | 162 | 940 | 0 | 1,064 |
Diluted—Average shares outstanding | 193,365 | 181,507 | 193,366 | 181,619 |
Earnings Per Share: | ||||
Basic | $ 0.01 | $ 0.08 | $ 0.11 | $ 0.28 |
Diluted | $ 0.01 | $ 0.08 | $ 0.11 | $ 0.28 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||
Shares repurchased | 0.8 | |||||
Shares repurchased at cost | $ 7,500 | $ 14,069 | $ 7,500 | |||
Performance Restricted Stock Units [Member] | ||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||
Mark-to-market adjustment | $ (300) | $ (1,400) | $ 1,600 | $ (2,800) |
Segment Information - Summary o
Segment Information - Summary of Information about Company's Reportable Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||||
Rental income | $ 95,874 | $ 108,060 | $ 306,482 | $ 332,555 | |
Other income | 9,680 | 13,580 | 35,953 | 48,764 | |
Business interruption income | 0 | 885 | 0 | 885 | |
Total revenue from operations | 105,554 | 122,525 | 342,435 | 382,204 | |
Rental operation expenses | (32,317) | (33,459) | (102,321) | (106,584) | |
Net operating income | 73,237 | 89,066 | 240,114 | 275,620 | |
Impairment charges | 0 | (2,750) | 0 | (3,370) | |
Depreciation and amortization | (41,148) | (40,732) | (125,014) | (123,400) | |
Interest income | 3,445 | 4,616 | 10,480 | 13,658 | |
Other income (expense), net | (186) | (322) | (18,207) | (254) | |
Unallocated expenses | (31,753) | (36,464) | (97,029) | (108,321) | |
Equity in net income of joint ventures | 250 | 2,612 | 908 | 5,446 | |
Adjustment (reserve) of preferred equity interests, net | 3,542 | (6,373) | (19,393) | (12,106) | |
Gain on sale of joint venture interest | 82 | 0 | 45,635 | 0 | |
Gain on disposition of real estate, net | 218 | 14,497 | 993 | 31,087 | |
Income before tax expense | 7,687 | 24,150 | 38,487 | 78,360 | |
Net operating income | 73,237 | 89,066 | 240,114 | 275,620 | |
Equity in net income of joint ventures | 250 | 2,612 | 908 | 5,446 | |
Total gross real estate assets | 4,747,661 | 4,609,930 | 4,747,661 | 4,609,930 | |
Notes receivable, net | 0 | 19,670 | 0 | 19,670 | $ 7,541 |
Operating Segments [Member] | Shopping Centers [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Rental income | 95,874 | 108,060 | 306,482 | 332,555 | |
Other income | 9,680 | 13,567 | 35,940 | 48,722 | |
Business interruption income | 0 | 0 | |||
Total revenue from operations | 105,554 | 121,627 | 342,422 | 381,277 | |
Rental operation expenses | (32,317) | (33,456) | (102,321) | (106,574) | |
Net operating income | 73,237 | 88,171 | 240,101 | 274,703 | |
Impairment charges | (2,750) | (3,370) | |||
Depreciation and amortization | (41,148) | (40,732) | (125,014) | (123,400) | |
Interest income | 0 | 0 | 0 | 0 | |
Other income (expense), net | 0 | 0 | 0 | 0 | |
Unallocated expenses | 0 | 0 | 0 | 0 | |
Equity in net income of joint ventures | 250 | 2,612 | 908 | 5,446 | |
Adjustment (reserve) of preferred equity interests, net | 0 | 0 | 0 | 0 | |
Gain on sale of joint venture interest | 82 | 45,635 | |||
Gain on disposition of real estate, net | 218 | 14,497 | 993 | 31,087 | |
Income before tax expense | 0 | 0 | 0 | 0 | |
Net operating income | 73,237 | 88,171 | 240,101 | 274,703 | |
Equity in net income of joint ventures | 250 | 2,612 | 908 | 5,446 | |
Total gross real estate assets | 4,747,661 | 4,609,930 | 4,747,661 | 4,609,930 | |
Notes receivable, net | 0 | 0 | 0 | 0 | |
Operating Segments [Member] | Loan Investments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Rental income | 0 | 0 | 0 | 0 | |
Other income | 0 | 13 | 13 | 42 | |
Business interruption income | 0 | 0 | |||
Total revenue from operations | 0 | 13 | 13 | 42 | |
Rental operation expenses | 0 | (3) | 0 | (10) | |
Net operating income | 0 | 10 | 13 | 32 | |
Impairment charges | 0 | 0 | |||
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Interest income | 3,445 | 4,616 | 10,480 | 13,658 | |
Other income (expense), net | 0 | 0 | 0 | 0 | |
Unallocated expenses | 0 | 0 | 0 | 0 | |
Equity in net income of joint ventures | 0 | 0 | 0 | 0 | |
Adjustment (reserve) of preferred equity interests, net | 3,542 | (6,373) | (19,393) | (12,106) | |
Gain on sale of joint venture interest | 0 | 0 | |||
Gain on disposition of real estate, net | 0 | 0 | 0 | 0 | |
Income before tax expense | 0 | 0 | 0 | 0 | |
Net operating income | 0 | 10 | 13 | 32 | |
Equity in net income of joint ventures | 0 | 0 | 0 | 0 | |
Total gross real estate assets | 0 | 0 | 0 | 0 | |
Notes receivable, net | 94,228 | 182,400 | 94,228 | 182,400 | |
Corporate, Non-Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Rental income | 0 | 0 | 0 | 0 | |
Other income | 0 | 0 | 0 | 0 | |
Business interruption income | 885 | 885 | |||
Total revenue from operations | 0 | 885 | 0 | 885 | |
Rental operation expenses | 0 | 0 | 0 | 0 | |
Net operating income | 0 | 885 | 0 | 885 | |
Impairment charges | 0 | 0 | |||
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Interest income | 0 | 0 | 0 | 0 | |
Other income (expense), net | (186) | (322) | (18,207) | (254) | |
Unallocated expenses | (31,753) | (36,464) | (97,029) | (108,321) | |
Equity in net income of joint ventures | 0 | 0 | 0 | 0 | |
Adjustment (reserve) of preferred equity interests, net | 0 | 0 | 0 | 0 | |
Gain on sale of joint venture interest | 0 | 0 | |||
Gain on disposition of real estate, net | 0 | 0 | 0 | 0 | |
Income before tax expense | 0 | 0 | 0 | 0 | |
Net operating income | 0 | 885 | 0 | 885 | |
Equity in net income of joint ventures | 0 | 0 | 0 | 0 | |
Total gross real estate assets | 0 | 0 | 0 | 0 | |
Notes receivable, net | $ (94,228) | $ (162,730) | $ (94,228) | $ (162,730) |