SITE Centers Corp. - Quarter Report: 2020 March (Form 10-Q)

SITE CENTERS CORP.

/s/ Christa A. Vesy

Christa A. Vesy

Executive Vice President
and Chief Accounting Officer
(Authorized Officer)

Date: April 30, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-11690

SITE Centers Corp.

(Exact name of registrant as specified in its charter)

Ohio		34-1723097
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3300 Enterprise Parkway

Beachwood, OH

44122

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (216) 755-5500

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, Par Value $0.10 Per Share	SITC	New York Stock Exchange

Depositary Shares, each representing 1/20 of a share of 6.375% Class A Cumulative Redeemable Preferred Shares without Par Value	SITC PRA	New York Stock Exchange

Depositary Shares, each representing 1/20 of a share of 6.25% Class K Cumulative Redeemable Preferred Shares without Par Value	SITC PRK	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 24, 2020, the registrant had 193,149,243 shares of common stock, $0.10 par value per share, outstanding.

SITE Centers Corp.

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED March 31, 2020

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements – Unaudited
	Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019	2
	Consolidated Statements of Operations for the Three Months Ended March 31, 2020 and 2019	3
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2020 and 2019	4
	Consolidated Statements of Equity for the Three Months Ended March 31, 2020 and 2019	5
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36
Item 4.	Controls and Procedures	37

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	40

SIGNATURES		41

SITE Centers Corp.

CONSOLIDATED BALANCE SHEETS

(unaudited; in thousands, except share amounts)

	March 31, 2020			December 31, 2019
Assets
Land	$	881,360		$	881,397
Buildings		3,289,988			3,277,440
Fixtures and tenant improvements		493,371			491,312
		4,664,719			4,650,149
Less: Accumulated depreciation		(1,323,390	)		(1,289,148	)
		3,341,329			3,361,001
Construction in progress and land		62,250			59,663
Total real estate assets, net		3,403,579			3,420,664
Investments in and advances to joint ventures, net		178,983			294,495
Investment in and advances to affiliate		190,105			190,105
Cash and cash equivalents		514,258			16,080
Restricted cash		106			3,053
Accounts receivable		56,436			60,594
Other assets, net		101,614			108,631
	$	4,445,081		$	4,093,622
Liabilities and Equity
Unsecured indebtedness:
Senior notes, net	$	1,447,997		$	1,647,963
Term loan, net		99,504			99,460
Revolving credit facilities		645,000			5,000
		2,192,501			1,752,423
Mortgage indebtedness, net		54,210			94,874
Total indebtedness		2,246,711			1,847,297
Accounts payable and other liabilities		186,845			220,811
Dividends payable		44,047			44,036
Total liabilities		2,477,603			2,112,144
Commitments and contingencies
SITE Centers Equity
Class A—6.375% cumulative redeemable preferred shares, without par value, $500 liquidation value; 750,000 shares authorized; 350,000 shares issued and outstanding at March 31, 2020 and December 31, 2019		175,000			175,000
Class K—6.25% cumulative redeemable preferred shares, without par value, $500 liquidation value; 750,000 shares authorized; 300,000 shares issued and outstanding at March 31, 2020 and December 31, 2019		150,000			150,000
Common shares, with par value, $0.10 stated value; 300,000,000 shares authorized; 193,994,403 and 193,823,409 shares issued at March 31, 2020 and December 31, 2019, respectively		19,399			19,382
Additional paid-in capital		5,703,521			5,700,400
Accumulated distributions in excess of net income		(4,075,813	)		(4,066,099	)
Deferred compensation obligation		5,994			7,929
Accumulated other comprehensive loss		(104	)		(491	)
Less: Common shares in treasury at cost: 1,097,130 and 325,318 shares at March 31, 2020 and December 31, 2019, respectively		(13,600	)		(7,707	)
Total SITE Centers shareholders' equity		1,964,397			1,978,414
Non-controlling interests		3,081			3,064
Total equity		1,967,478			1,981,478
	$	4,445,081		$	4,093,622

The accompanying notes are an integral part of these condensed consolidated financial statements.

SITE Centers Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in thousands, except per share amounts)

	Three Months
	Ended March 31,
	2020			2019
Revenues from operations:
Rental income	$	112,529		$	112,221
Fee and other income		16,781			18,801
		129,310			131,022
Rental operation expenses:
Operating and maintenance		18,480			18,841
Real estate taxes		17,657			17,743
Impairment charges		—			620
General and administrative		11,376			14,112
Depreciation and amortization		42,993			42,608
		90,506			93,924
Other income (expense):
Interest income		3,485			4,521
Interest expense		(20,587	)		(21,726	)
Other (expense) income, net		(17,409	)		153
		(34,511	)		(17,052	)
Income before earnings from equity method investments and other items		4,293			20,046
Equity in net income of joint ventures		2,171			1,043
Reserve of preferred equity interests, net		(18,057	)		(1,099	)
Gain on sale of joint venture interest		45,681			—
Gain on disposition of real estate, net		773			16,377
Income before tax expense		34,861			36,367
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(233	)		(272	)
Net income	$	34,628		$	36,095
Income attributable to non-controlling interests, net		(295	)		(305	)
Net income attributable to SITE Centers	$	34,333		$	35,790
Preferred dividends		(5,133	)		(8,383	)
Net income attributable to common shareholders	$	29,200		$	27,407

Per share data:
Basic	$	0.15		$	0.15
Diluted	$	0.15		$	0.15

The accompanying notes are an integral part of these condensed consolidated financial statements.

SITE Centers Corp.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited; in thousands)

	Three Months
	Ended March 31,
	2020			2019
Net income	$	34,628		$	36,095
Other comprehensive income:
Foreign currency translation, net		(785	)		187
Change in cash flow hedges reclassed to earnings		1,172			117
Total other comprehensive income		387			304
Comprehensive income	$	35,015		$	36,399
Total comprehensive income attributable to non-controlling interests		(295	)		(305	)
Total comprehensive income attributable to SITE Centers	$	34,720		$	36,094

The accompanying notes are an integral part of these condensed consolidated financial statements.

SITE Centers Corp.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited; in thousands)

	SITE Centers Equity

	Preferred Shares		Common Shares		Additional Paid-in Capital		Accumulated Distributions in Excess of Net Income			Deferred Compensation Obligation			Accumulated Other Comprehensive Loss			Treasury Stock at Cost			Non- Controlling Interests			Total
Balance, December 31, 2019	$	325,000	$	19,382	$	5,700,400	$	(4,066,099	)	$	7,929		$	(491	)	$	(7,707	)	$	3,064		$	1,981,478
Issuance of common shares related to stock plans		—		17		109		—			—			—			—			—			126
Repurchase of common shares		—		—		—		—			—			—			(7,500	)		—			(7,500	)
Stock-based compensation, net		—		—		3,012		—			(1,935	)		—			1,607			—			2,684
Distributions to non-controlling interests		—		—		—		—			—			—			—			(278	)		(278	)
Dividends declared-common shares		—		—		—		(38,914	)		—			—			—			—			(38,914	)
Dividends declared-preferred shares		—		—		—		(5,133	)		—			—			—			—			(5,133	)
Comprehensive income		—		—		—		34,333			—			387			—			295			35,015
Balance, March 31, 2020	$	325,000	$	19,399	$	5,703,521	$	(4,075,813	)	$	5,994		$	(104	)	$	(13,600	)	$	3,081		$	1,967,478

	SITE Centers Equity

	Preferred Shares		Common Shares		Additional Paid-in Capital		Accumulated Distributions in Excess of Net Income			Deferred Compensation Obligation			Accumulated Other Comprehensive Loss			Treasury Stock at Cost			Non- Controlling Interests			Total
Balance, December 31, 2018	$	525,000	$	18,471	$	5,544,220	$	(3,980,151	)	$	8,193		$	(1,381	)	$	(44,278	)	$	2,928		$	2,073,002
Issuance of common shares related to stock plans		—		1		31		—			—			—			—			—			32
Repurchase of common shares		—		—		—		—			—			—			(14,069	)		—			(14,069	)
Stock-based compensation, net		—		—		1,044		—			(239	)		—			1,644			—			2,449
Distributions to non-controlling interests		—		—		—		—			—			—			—			(212	)		(212	)
Dividends declared-common shares		—		—		—		(36,252	)		—			—			—			—			(36,252	)
Dividends declared-preferred shares		—		—		—		(8,383	)		—			—			—			—			(8,383	)
Comprehensive income		—		—		—		35,790			—			304			—			305			36,399
Balance, March 31, 2019	$	525,000	$	18,472	$	5,545,295	$	(3,988,996	)	$	7,954		$	(1,077	)	$	(56,703	)	$	3,021		$	2,052,966

The accompanying notes are an integral part of these condensed consolidated financial statements.

SITE Centers Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in thousands)

	Three Months
	Ended March 31,
	2020			2019
Cash flow from operating activities:
Net income	$	34,628		$	36,095
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization		42,993			42,608
Stock-based compensation		18			2,917
Amortization and write-off of debt issuance costs and fair market value of debt adjustments		1,519			937
Loss on debt extinguishment		16,568			—
Equity in net income of joint ventures		(2,171	)		(1,043	)
Reserve of preferred equity interests, net		18,057			1,099
Operating cash distributions from joint ventures		2,121			2,336
Gain on sale of joint venture interest		(45,681	)		—
Gain on disposition of real estate, net		(773	)		(16,377	)
Impairment charges		—			620
Assumption of buildings due to ground lease termination		(3,025	)		—
Change in notes receivable accrued interest		664			266
Net change in accounts receivable		4,177			4,018
Net change in accounts payable and accrued expenses		(19,292	)		(19,132	)
Net change in other operating assets and liabilities		(13,953	)		(12,081	)
Total adjustments		1,222			6,168
Net cash flow provided by operating activities		35,850			42,263
Cash flow from investing activities:
Real estate developed and improvements to operating real estate		(23,022	)		(18,153	)
Proceeds from disposition of real estate		1,060			70,038
Proceeds from sale of joint venture interest		140,519			—
Equity contributions to joint ventures		(86	)		(47	)
Distributions from unconsolidated joint ventures		3,168			11,928
Repayment of joint venture advances, net		—			12,687
Repayment of notes receivable		7,500			—
Net transactions with RVI		—			7
Net cash flow provided by investing activities		129,139			76,460
Cash flow from financing activities:
Proceeds from (Repayment of) revolving credit facilities, net		640,000			(60,000	)
Repayment of senior notes, including repayment costs		(216,568	)		—
Repayment of term loan and mortgage debt		(40,436	)		(526	)
Repurchase of common shares in conjunction with equity award plans and dividend reinvestment plan		(948	)		(627	)
Repurchase of common shares		(7,500	)		(14,069	)
Distributions to non-controlling interests and redeemable operating partnership units		(278	)		(213	)
Dividends paid		(44,036	)		(45,262	)
Net cash flow provided by (used for) financing activities		330,234			(120,697	)

Effect of foreign exchange rate changes on cash and cash equivalents		8			(3	)
Net increase (decrease) in cash, cash equivalents and restricted cash		495,223			(1,974	)
Cash, cash equivalents and restricted cash, beginning of period		19,133			13,650
Cash, cash equivalents and restricted cash, end of period	$	514,364		$	11,673

The accompanying notes are an integral part of these condensed consolidated financial statements.

Notes to Condensed Consolidated Financial Statements

1.	Nature of Business and Financial Statement Presentation

Nature of Business

SITE Centers Corp. and its related consolidated real estate subsidiaries (collectively, the “Company” or “SITE Centers”) and unconsolidated joint ventures are primarily engaged in the business of acquiring, owning, developing, redeveloping, expanding, 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. Actual results could differ from those estimates.

Unaudited Interim Financial Statements

These financial statements have been prepared by the Company in accordance with GAAP for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three months ended March 31, 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 $94.5 million and $114.0 million as of March 31, 2020 and December 31, 2019, respectively.

Statements of Cash Flows and Supplemental Disclosure of Non-Cash Investing and Financing Information

Non-cash investing and financing activities are summarized as follows (in millions):

	Three Months
	Ended March 31,
	2020		2019
Dividends declared, but not paid	$	44.0	$	44.6
Accounts payable related to construction in progress		7.7		8.8
Assumption of buildings due to ground lease terminations		3.0		—

Common Shares

The Company declared common share dividends of $0.20 per share for the three months ended March 31, 2020 and 2019, respectively.

New Accounting Standard

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”). The guidance requires the use of a new current expected credit loss ("CECL") model in estimating allowances for doubtful accounts with respect to accounts receivable, straight-line rents receivable and notes receivable. The CECL model requires that the Company estimate its lifetime expected credit loss with respect to these receivables and record allowances that, when deducted from the balance of the receivables, represent the estimated net amounts expected to be collected. This guidance is effective for fiscal years, and for interim reporting periods within those fiscal years, beginning after December 15, 2019. In November 2018, the FASB issued ASU 2018-19, to clarify that operating lease receivables recorded by lessors are explicitly excluded from the scope of Topic 326. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

Accounting for Leases During 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 COVID-19. 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 to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under Topic 842, Leases. Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification can then elect whether to apply the modification guidance (i.e. assume the relief was always contemplated by the contract or assume the relief was not contemplated by the contract). Both lessees and lessors may make this election. The Company is evaluating its election on a disaggregated basis, with such election applied consistently to leases with similar characteristics and similar circumstances. The future impact of the Lease Modification Q&A is dependent upon the extent of lease concessions granted to tenants as a result of COVID-19 in future periods and the elections made by the Company at the time of entering into such concessions.

2.	Revenue Recognition

Fee and Other Income on the consolidated statements of operations includes revenue from contracts with customers and other property-related income, primarily composed of theater income, and is recognized in the period earned as follows (in thousands):

	Three Months
	Ended March 31,
	2020		2019
Revenue from contracts:
Asset and property management fees	$	9,325	$	11,531
Leasing commissions		2,996		1,499
Development fees		870		553
Disposition fees		1,556		1,202
Credit facility guaranty and refinancing fees		—		1,800
Total revenue from contracts with customers		14,747		16,585
Other property income:
Other		2,034		2,216
Total fee and other income	$	16,781	$	18,801

3.	Investments in and Advances to Joint Ventures

At March 31, 2020 and December 31, 2019, the Company had ownership interests in various unconsolidated joint ventures that had an investment in 78 and 100 shopping center properties, respectively. Condensed combined financial information of the Company’s unconsolidated joint venture investments is as follows (in thousands):

	March 31, 2020			December 31, 2019
Condensed Combined Balance Sheets
Land	$	556,291		$	895,427
Buildings		1,687,612			2,583,053
Fixtures and tenant improvements		154,278			233,303
		2,398,181			3,711,783
Less: Accumulated depreciation		(548,541	)		(949,879	)
		1,849,640			2,761,904
Construction in progress and land		52,603			58,855
Real estate, net		1,902,243			2,820,759
Cash and restricted cash		59,184			109,260
Receivables, net		22,442			37,191
Other assets, net		105,457			147,129
	$	2,089,326		$	3,114,339

Mortgage debt	$	1,434,981		$	1,640,146
Notes and accrued interest payable to the Company		4,896			4,975
Other liabilities		97,384			142,754
		1,537,261			1,787,875
Redeemable preferred equity – SITECenters^(A)		218,315			217,871
Accumulated equity		333,750			1,108,593
	$	2,089,326		$	3,114,339

Company's share of accumulated equity	$	74,165		$	186,247
Redeemable preferred equity, net ^(B)		93,909			112,589
Basis differentials		7,518			(6,864	)
Deferred development fees, net of portion related to the Company's interest		(1,505	)		(2,452	)
Amounts payable to the Company		4,896			4,975
Investments in and Advances to Joint Ventures, net	$	178,983		$	294,495

(A)	Includes PIK that the Company has accrued since March 2017 of $18.4 million and $17.3 million at March 31, 2020 and December 31, 2019, respectively, which, in each case, was fully reserved.

(B)	Amount is net of the valuation allowance of $106.0 million and $87.9 million at March 31, 2020 and December 31, 2019, respectively, and the fully reserved PIK.

	Three Months
	Ended March 31,
	2020			2019
Condensed Combined Statements of Operations
Revenues from operations	$	85,621		$	109,103
Expenses from operations:
Operating expenses		24,415			30,061
Impairment charges		31,720			12,267
Depreciation and amortization		30,104			39,504
Interest expense		17,755			25,656
Preferred share expense		4,530			5,459
Other expense, net		4,657			5,456
		113,181			118,403
Loss before gain on disposition of real estate		(27,560	)		(9,300	)
Gain on disposition of real estate, net		8,906			15,966
Net (loss) income attributable to unconsolidated joint ventures	$	(18,654	)	$	6,666
Company's share of equity in net income of joint ventures	$	2,015		$	845
Basis differential adjustments^(A)		156			198
Equity in net income of joint ventures	$	2,171		$	1,043

(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.

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
	Ended March 31,
	2020		2019
Revenue from contracts:
Asset and property management fees	$	4.5	$	5.2
Development fees, leasing commissions and other		2.6		1.4
		7.1		6.6
Other:
Interest income		3.5		4.2
Other		0.7		0.8
		4.2		5.0
	$	11.3	$	11.6

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 The Blackstone Group L.P. (“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 cash portion of the preferred fixed distributions is generally payable first out of operating cash flows and is current for both BRE DDR Joint Ventures. The Company has no expectation that the cash portion of the accrued preferred fixed distribution will become impaired. As a result of the valuation allowances recorded, the Company no longer recognizes as interest income the 2.0% PIK. Although Blackstone has the right to change its payment election, the Company expects future preferred distributions to continue to include the PIK component. The recognition of the PIK interest income will be reevaluated based upon any future adjustments to the aggregate valuation allowance, as appropriate.

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 March 31, 2020 recorded on each of the BRE DDR III and BRE DDR IV preferred investment interests on a net basis, as described below. The Company adjusted the aggregate valuation allowances by an increase of $18.1 million for the three months ended March 31, 2020. Adjustments to the valuation allowances are recorded as Reserve of Preferred Equity Interests on the Company’s consolidated statements of operations. The Company will continue to monitor the investments and related valuation allowance, which could be increased or decreased in future periods, as appropriate.

The preferred investments are summarized as follows (in millions, except properties owned):

		Preferred Investment (Principal)
	Redemption Date	Initial		March 31, 2020		Valuation Allowance			Net of Reserve		Properties Owned at March 31, 2020
BRE DDR III	October 2021	$	300.0	$	132.4	$	(88.2	)	$	44.2		13
BRE DDR IV	December 2022		82.6		64.0		(17.8	)		46.2		5
		$	382.6	$	196.4	$	(106.0	)	$	90.4

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 $140.5 million in the three months ended March 31, 2020 and prior to any working capital adjustments (which are expected to be finalized in the second quarter of 2020). The Company recorded a gain on sale of joint venture interest of $45.7 million in connection with this sale.

From January 1, 2020 to March 31, 2020, one shopping center was sold for $25.0 million, of which the Company’s share of the gain on sale was $1.7 million.

4.	Investment in and Advances to Affiliate

The Company has a preferred investment in Retail Value Inc. (“RVI”) of $190.0 million. Revenue from contracts with RVI is included in Fee and Other Income on the consolidated statements of operations and was composed of the following (in millions):

	Three Months
	Ended March 31,
	2020		2019
Revenue from contracts with RVI:
Asset and property management fees	$	4.8	$	5.8
Leasing commissions		1.2		0.8
Disposition fees		1.6		1.1
Credit facility guaranty and refinancing fees		—		1.8
Total revenue from contracts with RVI	$	7.6	$	9.5

5.	Other Assets, net

Other assets consist of the following (in thousands):

	March 31, 2020		December 31, 2019
Intangible assets:
In-place leases, net	$	23,150	$	25,114
Above-market leases, net		2,956		3,193
Lease origination costs		3,431		3,720
Tenant relationships, net		24,488		25,994
Total intangible assets, net^(A)		54,025		58,021
Operating lease ROU assets		22,013		21,792
Notes receivable^(B)		—		7,541
Other assets:
Prepaid expenses		10,826		6,104
Other assets		3,329		2,959
Deposits		3,792		4,087
Deferred charges, net		7,629		8,127
Total other assets, net	$	101,614	$	108,631

Below-market leases, net (other liabilities)	$	45,700	$	46,961

(A)

The Company recorded amortization expense related to its intangibles, excluding above- and below-market leases, of $3.8 million and $5.0 million for the three months ended March 31, 2020 and 2019, respectively.

(B)

Repaid in full in the first quarter of 2020.

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

March 31, 2020

Weighted-Average

Interest Rate at

March 31, 2020

Maturity Date

Unsecured Credit Facility

645.0

1.9%

January 2024

PNC Facility

—

N/A

January 2024

The Company also maintains a $20 million unsecured revolving credit facility with PNC Bank, National Association (“PNC”, the “PNC Facility” and, together with the Unsecured Credit Facility, the “Revolving Credit Facilities”). The PNC Facility terms are substantially consistent with those contained in the Unsecured Credit Facility. Additionally, the Company has provided an unconditional guaranty to PNC with respect to any obligations of RVI outstanding from time to time under a $30 million revolving credit agreement entered into by RVI with PNC. RVI has agreed to reimburse the Company for any amounts paid to PNC pursuant to the guaranty plus interest at a contracted rate and to pay an annual commitment fee to the Company on account of the guaranty.

The Company’s borrowings under the Revolving Credit Facilities bear interest at variable rates at the Company’s election, based on either LIBOR plus a specified spread (0.90% at March 31, 2020) or the Alternative Base Rate, as defined in the respective facility, plus a specified spread (0% at March 31, 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 March 31, 2020.

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.

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 the trading price of the Company’s public debt. The fair market value for all other debt is estimated using a discounted cash flow technique that incorporates future contractual interest and principal payments and a market interest yield curve with adjustments for duration, optionality and risk profile, including the Company’s non-performance risk and loan to value. The Company’s senior notes and all other debt are classified as Level 2 and Level 3, respectively, in the fair value hierarchy.

Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments.

Carrying values that are different from estimated fair values are summarized as follows (in thousands):

	March 31, 2020				December 31, 2019
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior Notes	$	1,447,997	$	1,511,258	$	1,647,963	$	1,744,581
Revolving Credit Facilities and term loan		744,504		745,000		104,460		105,084
Mortgage Indebtedness		54,210		55,066		94,874		96,276
	$	2,246,711	$	2,311,324	$	1,847,297	$	1,945,941

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		—			(785	)		(785	)
Change in cash flow hedges reclassed to earnings^(A)		1,172			—			1,172
Net current-period other comprehensive income (loss)		1,172			(785	)		387
Balance, March 31, 2020	$	—		$	(104	)	$	(104	)

(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.

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
	Ended March 31,
	2020		2019
Assets marketed for sale	$	—	$	0.6
Reserve of preferred equity interests^(A)		18.1		1.1
Total impairment charges	$	18.1	$	1.7

(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 on a Non-Recurring Basis

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. 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 three months ended March 31, 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
March 31, 2020
Preferred equity interests	$	—	$	—	$	90.4	$	90.4	$	18.1

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

Description

March 31, 2020

Valuation Technique

Unobservable Inputs

Range

Preferred equity interests

90.4

Discounted Cash Flow

Discount Rate

8.9%-10.1%

Terminal Capitalization

Rate

8.2%-9.6%

NOI Growth Rate

11.	Earnings Per Share

The following table provides a reconciliation of net income and the number of common shares used in the computations of “basic” earnings per share (“EPS”), which utilizes the weighted-average number of common shares outstanding without regard to dilutive potential common shares, and “diluted” EPS, which includes all such shares (in thousands, except per share amounts).

	Three Months
	Ended March 31,
	2020			2019
Numerators – Basic and Diluted
Net income	$	34,628		$	36,095
Plus: Income attributable to non-controlling interests		(295	)		(305	)
Less: Preferred dividends		(5,133	)		(8,383	)
Less: Earnings attributable to unvested shares and operating partnership units		(149	)		(172	)
Net income attributable to common shareholders after allocation to participating securities	$	29,051		$	27,235
Denominators – Number of Shares
Basic—Average shares outstanding		193,726			180,546
Assumed conversion of diluted securities		—			545
Diluted—Average shares outstanding		193,726			181,091
Earnings Per Share:
Basic	$	0.15		$	0.15
Diluted	$	0.15		$	0.15

Performance Restricted Stock Units (“PRSUs”) issued to certain executives in March 2020, March 2019, March 2018 and March 2017 were not considered in the computation of EPS for the three months ended March 31, 2020, as no share units would have been issued under the plan. PRSUs issued in March 2019 and March 2018 were dilutive and the PRSUs issued in March 2017 were not considered in the computation of diluted EPS for the three months ended March 31, 2019, as the calculation was anti-dilutive. For the three months ended March 31, 2020 and 2019, respectively, the Company recorded a mark-to-market adjustment of $2.2 million as income and $0.9 million as expense, respectively, primarily in connection with the PRSUs issued in March 2018.

Stock Repurchase Program

In 2018, the Company’s Board of Directors authorized a common share repurchase program. In the first three 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.

12.	Segment Information

The tables below present information about the Company’s reportable operating segments (in thousands):

	Three Months Ended March 31, 2020
	Shopping Centers			Loan Investments			Other			Total
Rental income	$	112,529		$	—					$	112,529
Other income		16,768			13						16,781
Total revenues		129,297			13						129,310
Rental operation expenses		(36,137	)		—						(36,137	)
Net operating income		93,160			13						93,173
Depreciation and amortization		(42,993	)								(42,993	)
Interest income					3,485						3,485
Other expense, net							$	(17,409	)		(17,409	)
Unallocated expenses^(A)								(31,963	)		(31,963	)
Equity in net income of joint ventures		2,171									2,171
Reserve of preferred equity interests, net					(18,057	)					(18,057	)
Gain on sale of joint venture interest		45,681									45,681
Gain on disposition of real estate, net		773									773
Income before tax expense										$	34,861

As of March 31, 2020:
Total gross real estate assets	$	4,726,969								$	4,726,969
Notes receivable, net^(B)				$	93,909		$	(93,909	)	$	—

	Three Months Ended March 31, 2019
	Shopping Centers			Loan Investments			Other			Total
Rental income	$	112,221		$	—					$	112,221
Other income		18,787			14						18,801
Total revenues		131,008			14						131,022
Rental operation expenses		(36,584	)		—						(36,584	)
Net operating income		94,424			14						94,438
Impairment charges		(620	)								(620	)
Depreciation and amortization		(42,608	)								(42,608	)
Interest income					4,521						4,521
Other income, net							$	153			153
Unallocated expenses^(A)								(35,838	)		(35,838	)
Equity in net income of joint ventures		1,043									1,043
Reserve of preferred equity interests, net					(1,099	)					(1,099	)
Gain on disposition of real estate, net		16,377									16,377
Income before tax expense										$	36,367

As of March 31, 2019:
Total gross real estate assets	$	4,583,366								$	4,583,366
Notes receivable, net^(B)				$	195,795		$	(176,120	)	$	19,675

(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.

13.	Subsequent Events

The Company has received numerous requests for rent relief including deferment of the payment of rent or rent reductions beginning with April 2020 rent. Discussions with individual tenants that failed to satisfy their April rent obligations are underway. Though the outcome of these discussions is expected to vary from tenant to tenant, the Company expects that it may enter into rent‑deferral arrangements with some tenants, including smaller local operators, whose operations have been significantly impacted by COVID-19. In addition, in order to maintain the Company’s liquidity position and maximize flexibility, the Company’s Board of Directors has elected not to declare a dividend on its common shares for the second quarter of 2020. The ultimate impact of the pandemic and secondary social and economic effects on the Company's results of operations, financial position, liquidity and capital resources remains unclear and cannot be reasonably forecasted at this time.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides readers with a perspective from management on the financial condition, results of operations and liquidity of SITE Centers Corp. and its related consolidated real estate subsidiaries (collectively, the “Company” or “SITE Centers”) and other factors that may affect the Company’s future results. The Company believes it is important to read the MD&A in conjunction with its Annual Report on Form 10-K for the year ended December 31, 2019, as well as other publicly available information.

EXECUTIVE SUMMARY

The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”) in the business of acquiring, owning, developing, redeveloping, expanding, leasing, financing and managing shopping centers. As of March 31, 2020, the Company’s portfolio consisted of 148 shopping centers (including 79 shopping centers owned through joint ventures). At March 31, 2020, the Company owned approximately 47.2 million total square feet of gross leasable area (“GLA”) through all its properties (wholly-owned and joint venture) and managed approximately 11.5 million total square feet of GLA for Retail Value Inc. (“RVI”). At March 31, 2020, the aggregate occupancy of the Company’s operating shopping center portfolio was 90.1%, and the average annualized base rent per occupied square foot was $18.49, both on a pro rata basis.

The following provides an overview of the Company’s key financial metrics (see Non-GAAP Financial Measures described later in this section) (in thousands, except per share amounts):

	Three Months
	Ended March 31,
	2020		2019
Net income attributable to common shareholders	$	29,200	$	27,407
FFO attributable to common shareholders	$	47,422	$	60,666
Operating FFO attributable to common shareholders	$	61,150	$	58,701
Earnings per share – Diluted	$	0.15	$	0.15

For the three months ended March 31, 2020, net income attributable to common shareholders increased compared to the same period in the prior year, primarily due to gain on sale of the Company’s interest in the DDRTC joint venture offset by recognition of a valuation allowance with respect to the Company’s preferred investment in the BRE DDR joint ventures and debt extinguishment costs relating to redemption of the Company’s 4.625% Senior Notes due 2022 (the “Senior Notes due 2022”).

In March 2020, the World Health Organization categorized the novel coronavirus (“COVID-19”) as a pandemic, and it continues to spread throughout the United States and other countries across the world. To limit the spread of COVID-19, federal, state and local governments have taken various actions including the issuance of stay-at-home orders, social distancing guidelines and ordering the temporary closure of non-essential businesses, including many of the Company’s tenants. Accordingly, many of the Company’s tenants have adjusted, reduced or suspended operating activities. In addition, the Company closed all of its offices in March 2020 and successfully transitioned to working remote. The ultimate impact of the pandemic and secondary social and economic effects on the Company's results of operations, financial position, liquidity and capital resources remains unclear and cannot be reasonably forecasted at this time. For further discussion see “Liquidity, Capital Resources and Financing Activities” and “Economic Conditions” included in this section and Item 1A. Risk Factors in Part II of this Quarterly Report.

Company Activity

The growth opportunities within the Company’s core property operations include rental rate increases, continued lease-up of the portfolio, and the adaptation of existing square footage to generate higher blended rental rates and operating cash flows. Additional growth opportunities include opportunistic investments and tactical redevelopment. Management intends to use proceeds from the sale of lower growth assets and other investments to fund opportunistic investing and tactical redevelopment activity.

In February 2020, the Company sold its interest in the DDRTC joint venture to its partner, an affiliate of TIAA-CREF, which resulted in net proceeds to the Company of $140.5 million prior to any working capital adjustments to be finalized in the second quarter of 2020.

During the first three months of 2020, one shopping center was sold by an unconsolidated joint venture and the Company sold land parcels for an aggregate of $25.9 million or $5.9 million at the Company’s share. In addition, the Company received $7.5 million related to the repayment of a loan investment.

In March 2020, the Company redeemed all $200.0 million aggregate principal amount outstanding of Senior Notes due 2022.

In addition, in the first three months of 2020, the Company repurchased 0.8 million common shares for $7.5 million under the Company’s share repurchase program.

Company Highlights

During the three months ended March 31, 2020, the Company completed the following operational activities:

•

Leased approximately 1.0 million square feet of GLA including 30 new leases and 105 renewals for a total of 135 leases. The remaining 2020 lease expirations as of March 31, 2020, aggregated approximately 1.1 million square feet of GLA, (representing approximately 54.2% of total annualized base rent of 2020 expiring leases as of December 31, 2019), as compared to 1.9 million square feet of GLA as of December 31, 2019;

•

The Company continued to execute both new leases and renewals at positive rental spreads. At December 31, 2019, the Company had 324 leases expiring in 2020, with an average base rent per square foot of $19.41, on a pro rata basis, as adjusted for the Company’s sale of its interest in the DDRTC joint venture. For the comparable leases executed in the three months ended March 31, 2020, the Company generated positive leasing spreads on a pro rata basis of 20.1% for new leases and 3.3% for renewals. Leasing spreads are a key metric in real estate, representing the percentage increase over rental rates on existing leases versus rental rates on new and renewal leases. The Company’s leasing spread calculation includes only those deals that were executed within one year of the date the prior tenant vacated, and as a result, is a good benchmark to compare the average annualized base rent of expiring leases with the comparable executed market rental rates;

•

The Company’s total portfolio average annualized base rent per square foot increased to $18.49 at March 31, 2020, on a pro rata basis, as compared to $18.25 at December 31, 2019 (excluding the DDRTC joint venture was $18.43), and $17.92 at March 31, 2019;

•

The aggregate occupancy of the Company’s operating shopping center portfolio was 90.1% at March 31, 2020, on a pro rata basis, as compared to 90.8% at December 31, 2019 (excluding the DDRTC joint venture was 90.7%), and 89.2% at March 31, 2019 and

•

For new leases executed during the three months ended March 31, 2020, at the Company’s interest, the Company expended a weighted-average cost of $6.79 per rentable square foot for tenant improvements and lease commissions over the lease term. The Company generally does not expend a significant amount of capital on lease renewals.

RESULTS OF OPERATIONS

Consolidated shopping center properties owned as of January 1, 2019, but excluding properties under development or redevelopment and those sold by the Company, are referred to herein as the “Comparable Portfolio Properties.”

Revenues from Operations (in thousands)

	Three Months
	Ended March 31,
	2020		2019		$ Change
Rental income^(A)	$	112,529	$	112,221	$	308
Fee and other income^(B)		16,781		18,801		(2,020	)
Total revenues	$	129,310	$	131,022	$	(1,712	)

(A)	The following table summarizes the key components of the 2020 rental income as compared to 2019:

	Three Months
	Ended March 31,
Contractual Lease Payments	2020			2019			$ Change
Base and percentage rental income⁽¹⁾	$	80,710		$	81,355		$	(645	)
Recoveries from tenants⁽²⁾		27,199			27,461			(262	)
Lease termination fees, ancillary and other rental income		5,109			3,846			1,263
Bad debt		(489	)		(441	)		(48	)
Total contractual lease payments	$	112,529		$	112,221		$	308

(1)

The changes were due to the following (in millions):

	Increase (Decrease)
Comparable Portfolio Properties	$	1.5
Acquisition of shopping centers		1.3
Redevelopment properties		(0.2	)
Disposition of shopping centers		(1.6	)
Straight-line rents		(1.6	)
Total	$	(0.6	)

The decrease in straight-line relates to additional reversals associated with credit risk tenants primarily triggered by COVID-19.

The following tables present the statistics for the Company’s assets affecting base and percentage rental income summarized by the following portfolios: pro rata combined shopping center portfolio, wholly-owned shopping center portfolio and joint venture shopping center portfolio.

	Pro Rata Combined Shopping Center Portfolio March 31,
	2020			2019
Centers owned		148			173
Aggregate occupancy rate		90.1	%		89.2	%
Average annualized base rent per occupied square foot	$	18.49		$	17.92

	Wholly-Owned Shopping Centers March 31,
	2020			2019
Centers owned		69			69
Aggregate occupancy rate		90.2	%		88.8	%
Average annualized base rent per occupied square foot	$	18.86		$	18.48

	Joint Venture Shopping Centers March 31,
	2020			2019
Centers owned		79			104
Aggregate occupancy rate		89.0	%		90.8	%
Average annualized base rent per occupied square foot	$	15.10		$	14.83

At March 31, 2020 and 2019, the wholly-owned Comparable Portfolio Properties’ aggregate occupancy rate was 93.0% and 91.8%, respectively, and the average annualized base rent per occupied square foot was $18.20 and $18.00, respectively.

(2)

Recoveries from tenants for the Comparable Portfolio Properties were approximately 78.3% and 79.3% of reimbursable operating expenses and real estate taxes for the three months ended March 31, 2020 and 2019, respectively. The decrease in the recovery percentage primarily relates to reserves established for bankrupt tenants.

(B)	Decreased primarily due to a refinancing fee earned from RVI of $1.8 million during the three months ended March 31, 2019 and lower fee income received from joint ventures as a result of the sale of joint venture assets offset by higher disposition fees from RVI.

The components of Fee and Other Income are presented in Note 2, “Revenue Recognition,” to the Company’s consolidated financial statements included herein. Changes in the number of assets under management, including the number of assets owned by RVI, or the fee structures applicable to such arrangements will impact the amount of revenue recorded in future periods. Such changes could occur because the Company’s property management agreements contain termination provisions, and RVI and the Company’s joint venture partners could dispose of shopping centers under the Company’s management. The Company’s joint venture partners may also elect to terminate their joint venture arrangements with the Company in connection with a change in investment strategy or otherwise.

Expenses from Operations (in thousands)

	Three Months
	Ended March 31,
	2020		2019		$ Change
Operating and maintenance^(A)	$	18,480	$	18,841	$	(361	)
Real estate taxes^(A)		17,657		17,743		(86	)
Impairment charges^(B)		—		620		(620	)
General and administrative^(C)		11,376		14,112		(2,736	)
Depreciation and amortization^(A)		42,993		42,608		385
	$	90,506	$	93,924	$	(3,418	)

(A)	The changes were due to the following (in millions):

	Operating and Maintenance			Real Estate Taxes			Depreciation and Amortization
Comparable Portfolio Properties	$	(0.5	)	$	(0.4	)	$	(0.1	)
Acquisition of shopping centers		0.2			0.2			1.0
Redevelopment properties		0.3			0.4			0.3
Disposition of shopping centers		(0.4	)		(0.3	)		(0.8	)
	$	(0.4	)	$	(0.1	)	$	0.4

(B)

Changes in (i) an asset’s expected future undiscounted cash flows due to changes in market or leasing conditions, (ii) various courses of action that may occur or (iii) holding periods each could result in the recognition of additional impairment charges. Impairment charges are presented in Note 10, “Impairment Charges and Reserves,” to the Company’s consolidated financial statements included herein.

(C)

General and administrative expenses for the three months ended March 31, 2020 and 2019 were approximately 4.3% and 4.7% of total revenues, respectively, including total revenues of unconsolidated joint ventures and managed properties for the comparable periods. The Company continues to expense certain internal leasing salaries, legal salaries and related expenses associated with leasing and re-leasing of existing space.

Other Income and Expenses (in thousands)

	Three Months
	Ended March 31,
	2020			2019			$ Change
Interest income^(A)	$	3,485		$	4,521		$	(1,036	)
Interest expense^(B)		(20,587	)		(21,726	)		1,139
Other (expense) income, net^(C)		(17,409	)		153			(17,562	)
	$	(34,511	)	$	(17,052	)	$	(17,459	)

(A)

The decrease in the amount of interest income recognized primarily was due to the decrease in the face amount of the preferred equity investments in the unconsolidated joint ventures with The Blackstone Group L.P. (“Blackstone”) as a result of repayments by the joint ventures from asset sale proceeds (see “Sources and Uses of Capital” included elsewhere herein). The Company had a gross preferred investment (including accrued interest in the Blackstone joint ventures) of $199.9 million and $249.6 million at March 31, 2020 and 2019, respectively. A portion of the proceeds generated from assets sold by the Blackstone joint ventures in the future are expected to be used to repay the preferred equity. Any repayment of this preferred interest would impact the amount of interest income recorded by the Company in future periods. See Note 3, “Investments in and Advances to Joint Ventures,” in the Company’s consolidated financial statements included herein. Decrease in interest income was also related to the repayment of loan investments.

(B)	The weighted-average debt outstanding and related weighted-average interest rate are as follows:

	Three Months
	Ended March 31,
	2020			2019
Weighted-average debt outstanding (in billions)	$	2.0		$	1.9
Weighted-average interest rate		4.0	%		4.4	%

The Company’s overall balance sheet strategy is to continue to reduce leverage. The weighted-average interest rate (based on contractual rates and excluding fair market value of adjustments and debt issuance costs) was 3.4% and 4.2% at March 31, 2020 and 2019, respectively.

Interest costs capitalized in conjunction with redevelopment projects were $0.3 million for both the three months ended March 31, 2020 and 2019.

(C)	Debt extinguishment costs related to the redemption of the Senior Notes due 2022.

Other Items (in thousands)

	Three Months
	Ended March 31,
	2020			2019			$ Change
Equity in net income of joint ventures^(A)	$	2,171		$	1,043		$	1,128
Reserve of preferred equity interests, net^(B)		(18,057	)		(1,099	)		(16,958	)
Gain on sale of joint venture interest^(C)		45,681			—			45,681
Gain on disposition of real estate, net^(D)		773			16,377			(15,604	)
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(233	)		(272	)		39
Income attributable to non-controlling interests, net		(295	)		(305	)		10

(A)	The increase primarily was the result of higher gain on sale, offset by higher impairment charges and asset sales. Joint venture property sales could significantly impact the amount of income or loss recognized in future periods.

(B)	The valuation allowance is more fully described in Note 3, “Investments in and Advances to Joint Ventures,” to the Company’s consolidated financial statements included herein.

(C)	In February 2020, the Company sold its 15% interest in the DDRTC joint venture to its partner TIAA-CREF, which resulted in net proceeds to the Company of $140.5 million.

(D)	Sold land parcels during the three months ended March 31, 2020.

Net Income (in thousands)

	Three Months
	Ended March 31,
	2020		2019		$ Change
Net income attributable to SITE Centers	$	34,333	$	35,790	$	(1,457	)

The decrease in net income as compared to the prior year period was primarily attributable to gain on sale of DDRTC Joint Venture investment in February 2020 offset by a valuation allowance relating to the Company’s preferred investments in the joint ventures with Blackstone and debt extinguishment costs relating to the redemption of the Senior Notes due 2022.

NON-GAAP FINANCIAL MEASURES

Funds from Operations and Operating Funds from Operations

Definition and Basis of Presentation

The Company believes that Funds from Operations (“FFO”) and Operating FFO, both non-GAAP financial measures, provide additional and useful means to assess the financial performance of REITs. FFO and Operating FFO are frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs. The Company also believes that FFO and Operating FFO more appropriately measure the core operations of the Company and provide benchmarks to its peer group.

FFO excludes GAAP historical cost depreciation and amortization of real estate and real estate investments, which assume that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions, and many companies use different depreciable lives and methods. Because FFO excludes depreciation and amortization unique to real estate and gains and losses from property dispositions, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, interest costs and acquisition, disposition and development activities. This provides a perspective of the Company’s financial performance not immediately apparent from net income determined in accordance with GAAP.

FFO is generally defined and calculated by the Company as net income (loss) (computed in accordance with GAAP), adjusted to exclude (i) preferred share dividends, (ii) gains and losses from disposition of real estate property and related investments, which are presented net of taxes, (iii) impairment charges on real estate property and related investments, including reserve adjustments of preferred equity interest, (iv) gains and losses from changes in control and (v) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles, equity income (loss) from joint ventures and equity income (loss) from non-controlling interests and adding the Company’s proportionate share of FFO from its unconsolidated joint ventures and non-controlling interests, determined on a consistent basis. The Company’s calculation of FFO is consistent with the definition of FFO provided by NAREIT.

The Company believes that certain charges, income and gains recorded in its operating results are not comparable or reflective of its core operating performance. Operating FFO is useful to investors as the Company removes non-comparable charges, income and gains to analyze the results of its operations and assess performance of the core operating real estate portfolio. As a result, the Company also computes Operating FFO and discusses it with the users of its financial statements, in addition to other measures such as net income (loss) determined in accordance with GAAP and FFO. Operating FFO is generally defined and calculated by the Company as FFO excluding certain charges, income and gains that management believes are not comparable and indicative of the results of the Company’s operating real estate portfolio. Such adjustments include gains/losses on the early extinguishment of debt, hurricane-related activity, certain transaction fee income, transaction costs and other restructuring type costs. The disclosure of these adjustments is regularly requested by users of the Company’s financial statements.

The adjustment for these charges, income and gains may not be comparable to how other REITs or real estate companies calculate their results of operations, and the Company’s calculation of Operating FFO differs from NAREIT’s definition of FFO. Additionally, the Company provides no assurances that these charges, income and gains are non-recurring. These charges, income and gains could be reasonably expected to recur in future results of operations.

These measures of performance are used by the Company for several business purposes and by other REITs. The Company uses FFO and/or Operating FFO in part (i) as a disclosure to improve the understanding of the Company’s operating results among the investing public, (ii) as a measure of a real estate asset company’s performance, (iii) to influence acquisition, disposition and capital investment strategies and (iv) to compare the Company’s performance to that of other publicly traded shopping center REITs.

For the reasons described above, management believes that FFO and Operating FFO provide the Company and investors with an important indicator of the Company’s operating performance. They provide recognized measures of performance other than GAAP net income, which may include non-cash items (often significant). Other real estate companies may calculate FFO and Operating FFO in a different manner.

Management recognizes the limitations of FFO and Operating FFO when compared to GAAP’s net income. FFO and Operating FFO do not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use FFO or Operating FFO as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. Neither FFO nor Operating FFO represents cash generated from operating activities in accordance with GAAP, and neither is necessarily indicative of cash available to fund cash needs. Neither FFO nor Operating FFO should be considered an alternative to net income (computed in accordance with GAAP) or as

an alternative to cash flow as a measure of liquidity. FFO and Operating FFO are simply used as additional indicators of the Company’s operating performance. The Company believes that to further understand its performance, FFO and Operating FFO should be compared with the Company’s reported net income (loss) and considered in addition to cash flows determined in accordance with GAAP, as presented in its consolidated financial statements. Reconciliations of these measures to their most directly comparable GAAP measure of net income (loss) have been provided below.

Reconciliation Presentation

FFO and Operating FFO attributable to common shareholders were as follows (in thousands):

	Three Months
	Ended March 31,
	2020		2019		$ Change
FFO attributable to common shareholders	$	47,422	$	60,666	$	(13,244	)
Operating FFO attributable to common shareholders		61,150		58,701		2,449

The decrease in FFO for the three months ended March 31, 2020, primarily was attributable to higher debt extinguishment costs.

The Company’s reconciliation of net income (loss) attributable to common shareholders computed in accordance with GAAP to FFO attributable to common shareholders and Operating FFO attributable to common shareholders is as follows (in thousands). The Company provides no assurances that these charges and gains are non-recurring. These charges and gains could reasonably be expected to recur in future results of operations.

	Three Months
	Ended March 31,
	2020			2019
Net income attributable to common shareholders	$	29,200		$	27,407
Depreciation and amortization of real estate investments		41,619			40,957
Equity in net income of joint ventures		(2,171	)		(1,043	)
Joint ventures' FFO^(A)		7,143			7,975
Non-controlling interests (OP Units)		28			28
Impairment of real estate		—			620
Reserve of preferred equity interests		18,057			1,099
Gain on sale of joint venture interest		(45,681	)		—
Gain on disposition of real estate, net		(773	)		(16,377	)
FFO attributable to common shareholders		47,422			60,666
RVI disposition and refinancing fees		(1,556	)		(2,900	)
Mark-to-market adjustment (PRSUs)		(2,167	)		899
Debt extinguishment, transaction, other, net^(B)		17,409			22
Joint ventures – debt extinguishment and other, net		42			14
Non-operating items, net		13,728			(1,965	)
Operating FFO attributable to common shareholders	$	61,150		$	58,701

(A)

At March 31, 2020 and 2019, the Company had an economic investment in unconsolidated joint venture interests related to 78 and 103 shopping center properties, respectively. These joint ventures represent the investments in which the Company recorded its share of equity in net income or loss and, accordingly, FFO and Operating FFO.

Joint ventures’ FFO and Operating FFO are summarized as follows (in thousands):

	Three Months
	Ended March 31,
	2020			2019
Net (loss) income attributable to unconsolidated joint ventures	$	(18,654	)	$	6,666
Depreciation and amortization of real estate investments		30,104			39,504
Impairment of real estate		31,720			12,267
Gain on disposition of real estate, net		(8,906	)		(15,966	)
FFO	$	34,264		$	42,471
FFO at SITE Centers' ownership interests	$	7,143		$	7,975
Operating FFO at SITE Centers' ownership interests	$	7,185		$	7,989

(B)

Amounts included in this line item are as follows (in thousands):

	Three Months
	Ended March 31,
	2020		2019
Debt extinguishment costs, net	$	17,186	$	10
Transaction costs - RVI spin-off		—		27
Transaction and other expense (income), net		223		(15	)
	$	17,409	$	22

Net Operating Income and Same Store Net Operating Income

Definition and Basis of Presentation

The Company uses Net Operating Income (“NOI”), which is a non-GAAP financial measure, as a supplemental performance measure. NOI is calculated as property revenues less property-related expenses. The Company believes NOI provides useful information to investors regarding the Company’s financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level and, when compared across periods, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and disposition activity on an unleveraged basis.

The Company also presents NOI information on a same store basis, or Same Store Net Operating Income (“SSNOI”). The Company defines SSNOI as property revenues less property-related expenses, which exclude straight-line rental income (including reimbursements) and expenses, lease termination income, management fee expense, fair market value of leases and expense recovery adjustments. SSNOI includes assets owned in comparable periods (15 months for quarter comparisons). In addition, SSNOI is presented both including and excluding activity associated with development and major redevelopment. In addition, SSNOI excludes all non-property and corporate level revenue and expenses. Other real estate companies may calculate NOI and SSNOI in a different manner. The Company believes SSNOI at its effective ownership interest provides investors with additional information regarding the operating performances of comparable assets because it excludes certain non-cash and non-comparable items as noted above. SSNOI is frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs.

SSNOI is not, and is not intended to be, a presentation in accordance with GAAP. SSNOI information has its limitations as it excludes any capital expenditures associated with the re-leasing of tenant space or as needed to operate the assets. SSNOI does not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use SSNOI as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. SSNOI does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs. SSNOI should not be considered as an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. A reconciliation of NOI and SSNOI to their most directly comparable GAAP measure of net income (loss) is provided below.

Reconciliation Presentation

The Company’s reconciliation of net income computed in accordance with GAAP to NOI and SSNOI for the Company at 100% and at its effective ownership interest of the assets is as follows (in thousands):

	For the Three Months Ended March 31,
	2020			2019			2020			2019
	At 100%						At the Company's Interest
Net income attributable to SITE Centers	$	34,333		$	35,790		$	34,333		$	35,790
Fee income		(15,228	)		(17,332	)		(15,228	)		(17,332	)
Interest income		(3,485	)		(4,521	)		(3,485	)		(4,521	)
Interest expense		20,587			21,726			20,587			21,726
Depreciation and amortization		42,993			42,608			42,993			42,608
General and administrative		11,376			14,112			11,376			14,112
Other expense (income), net		17,409			(153	)		17,409			(153	)
Impairment charges		—			620			—			620
Equity in net income of joint ventures		(2,171	)		(1,043	)		(2,171	)		(1,043	)
Reserve of preferred equity interests		18,057			1,099			18,057			1,099
Tax expense		233			272			233			272
Gain on sale of joint venture interest		(45,681	)		—			(45,681	)		—
Gain on disposition of real estate, net		(773	)		(16,377	)		(773	)		(16,377	)
Income from non-controlling interests		295			305			295			305
Consolidated NOI	$	77,945		$	77,106		$	77,945		$	77,106
SITE Centers' consolidated joint venture		—			—			(476	)		(444	)
Consolidated NOI, net of non-controlling interests	$	77,945		$	77,106		$	77,469		$	76,662

Net (loss) income from unconsolidated joint ventures	$	(18,654	)	$	6,666		$	1,981		$	774
Interest expense		17,755			25,656			3,329			4,429
Depreciation and amortization		30,104			39,504			5,196			6,167
Impairment charges		31,720			12,267			1,586			2,453
Preferred share expense		4,530			5,459			227			273
Other expense, net		4,657			5,456			936			996
Gain on disposition of real estate, net		(8,906	)		(15,966	)		(1,739	)		(1,555	)
Unconsolidated NOI	$	61,206		$	79,042		$	11,516		$	13,537

Total Consolidated + Unconsolidated NOI							$	88,985		$	90,199
Less: Non-Same Store NOI adjustments								(4,505	)		(8,220	)
Total SSNOI including redevelopment							$	84,480		$	81,979
Less: Redevelopment Same Store NOI adjustments								(5,240	)		(5,566	)
Total SSNOI excluding redevelopment							$	79,240		$	76,413

SSNOI % Change including redevelopment								3.1	%
SSNOI % Change excluding redevelopment								3.7	%

The increase in SSNOI at the Company’s effective ownership interest for the three months ended March 31, 2020 as compared to 2019 primarily was due to increases in the base rent per occupied square foot resulting from a combination of new leases and renewals, increased occupancy and continued tenant bankruptcy settlements.

LIQUIDITY, CAPITAL RESOURCES AND FINANCING ACTIVITIES

The Company periodically evaluates opportunities to issue and sell additional debt or equity securities, obtain credit facilities from lenders or repurchase or refinance long-term debt as part of its overall strategy to further strengthen its financial position. The Company remains committed to monitoring liquidity and maintaining low leverage in an effort to lower its overall risk profile.

The Company’s consolidated and unconsolidated debt obligations generally require monthly or semi-annual payments of principal and/or interest over the term of the obligation. While the Company currently believes it has several viable sources to obtain capital and fund its business, including capacity under its credit facilities described below, no assurance can be provided that these obligations will be refinanced or repaid as currently anticipated.

The Company has historically accessed capital sources through both the public and private markets. Acquisitions and redevelopments are generally financed through cash provided from operating activities, Revolving Credit Facilities (as defined below), mortgages assumed, secured debt, unsecured debt, common and preferred equity offerings, joint venture capital and asset sales. Total consolidated debt outstanding was $2.3 billion at March 31, 2020, compared to $1.8 billion at December 31, 2019.

As a result of the uncertain impact that COVID-19 may have on the Company’s business and the duration thereof, the Company has taken proactive measures to further improve its financial position and liquidity. In March 2020, the Company drew a total of $645.0 million on its Revolving Credit Facilities (defined below). Proceeds from the sale of its interest in the DDRTC joint venture, along with a portion of the credit facility borrowings, were used to redeem all $200.0 million aggregate principal amount of the Senior Notes due 2022. As a result, the Company had an unrestricted cash balance of $514.3 million at March 31, 2020 and remaining availability under the Revolving Credit Facilities of $325.0 million (subject to satisfaction of applicable borrowing conditions). The Company has no consolidated mortgage debt maturing in 2020, $16.2 million of consolidated mortgage debt maturing in 2021 and no unsecured debt maturities prior to 2023. The Company’s unconsolidated joint ventures have $59.0 million and $48.1 million of mortgage debt at the Company’s share maturing in 2020 and 2021, respectively. The Company has also taken steps to substantially reduce capital spending and anticipates that it has approximately $30 million remaining to fund on its redevelopment pipeline as of March 31, 2020. The Company’s Board of Directors has also elected not to declare a dividend on its common shares for the second quarter of 2020. The Company believes that these collective actions will provide sufficient liquidity to operate its business.

Revolving Credit Facilities

The Company maintains an unsecured revolving credit facility with a syndicate of financial institutions, arranged by Wells Fargo Securities, LLC, J.P. Morgan Chase Bank, N.A., Citizens Bank, N.A., RBC Capital Markets and U.S. Bank National Association (the “Unsecured Credit Facility.”) The Unsecured Credit Facility provides for borrowings of up to $950 million (which may be increased to $1.45 billion provided that the new or existing lenders agree to provide the incremental commitments) 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 Company also maintains an unsecured revolving credit facility with PNC Bank, National Association, which provides for borrowings of up to $20 million (the “PNC Facility,” and together with the Unsecured Credit Facility, the “Revolving Credit Facilities”), and has terms substantially the same terms as those contained in the Unsecured Credit Facility. The Company’s borrowings under the Revolving Credit Facilities bear interest at variable rates at the Company’s election, based on either LIBOR plus a specified spread (0.90% at March 31, 2020), or the Alternate Base Rate, as defined in the respective facility, plus a specified spread (0% at March 31, 2020). The Company also pays an annual facility fee of 20 basis points on the aggregate commitments applicable to each Revolving Credit Facility. The specified spreads and commitment fees vary depending on the Company’s long-term senior unsecured debt ratings from Moody’s Investors Service, Inc. (“Moody’s”), S&P Global Ratings (“S&P”), Fitch Investor Services Inc. (“Fitch”) and their successors.

The Revolving Credit Facilities and the indentures under which the Company’s senior and subordinated unsecured indebtedness are, or may be, issued contain certain financial and operating covenants including, among other things, leverage ratios and debt service coverage and fixed charge coverage ratios, as well as limitations on the Company’s ability to incur secured and unsecured indebtedness, sell all or substantially all of the Company’s assets and engage in mergers and certain acquisitions. These credit facilities and indentures also contain customary default provisions including the failure to make timely payments of principal and interest payable thereunder, the failure to comply with the Company’s financial and operating covenants and the failure of the Company or its majority-owned subsidiaries (i.e., entities in which the Company has a greater than 50% interest) to pay, when due, certain indebtedness in excess of certain thresholds beyond applicable grace and cure periods. In the event the Company’s lenders or note holders declare a default, as defined in the applicable agreements governing the debt, the Company may be unable to obtain further funding and/or an acceleration of any outstanding borrowings may occur. As of March 31, 2020, the Company was in compliance with all of its financial covenants in the agreements governing its debt. Although the Company intends to operate in compliance with these covenants, if the Company were to violate these covenants, the Company may be subject to higher finance costs and fees or accelerated maturities. Though the Company is closely monitoring the impact of COVID-19 on its business, the Company believes it will continue to operate in compliance with these covenants in 2020.

Consolidated Indebtedness – as of March 31, 2020

As discussed above, the Company is committed to maintaining low leverage and may utilize proceeds from asset sales and other investments to repay additional debt. No assurance can be provided that these obligations will be refinanced or repaid as currently anticipated. These sources of funds could be affected by various risks and uncertainties. See Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and this Quarterly Report on Form 10-Q.

The Company continually evaluates its debt maturities and, based on management’s assessment, believes it has viable financing and refinancing alternatives. The Company has sought to manage its debt maturities through executing a strategy to extend debt duration, increase liquidity, maintain low leverage and improve the Company’s credit profile with a focus of lowering the Company's balance sheet risk and cost of capital.

Unconsolidated Joint Ventures Mortgage Indebtedness – as of March 31, 2020

The outstanding indebtedness of the Company’s unconsolidated joint ventures at March 31, 2020, which matures in the subsequent 13-month period (i.e. thru April 30, 2021), is as follows (in millions):

	Outstanding at March 31, 2020		At SITE Centers' Share
DDR Domestic Retail Fund I^(A)	$	274.2	$	54.8
BRE DDR Retail Holdings IV^(A)		91.1		4.5
DDR SAU Retail Fund LLC^(B)		20.8		4.2
Total debt maturities through April 2021	$	386.1	$	63.5

(A)

Expected to be extended at the joint venture’s option in accordance with the loan agreement.

(B)

Expected to enter into an extension agreement with the lender.

Subject to the uncertain impact of COVID-19 on capital and transactions markets, it is expected that the joint ventures will fund these obligations from refinancing opportunities, including extension options or possible asset sales. No assurance can be provided that these obligations will be refinanced or repaid as currently anticipated. The Company’s joint ventures have experienced a reduction in April 2020 rent collections as a result of COVID-19. Depending on the duration of COVID-19’s impact, and subject to discussions with applicable lenders, reduced rent collections may cause one or more of these joint ventures to be unable to satisfy applicable debt yield or debt service requirements in the future thereby allowing the mortgage lender to assume control of property cash flows, limit distributions of cash to joint venture members, declare a default, increase the interest rate or accelerate the loan’s maturity. No assurance can be provided that these obligations will be refinanced or repaid as currently anticipated.

Cash Flow Activity

The Company’s cash flow activities are summarized as follows (in thousands):

	Three Months
	Ended March 31,
	2020		2019
Cash flow provided by operating activities	$	35,850	$	42,263
Cash flow provided by investing activities		129,139		76,460
Cash flow provided by (used for) financing activities		330,234		(120,697	)

Changes in cash flow for the three months ended March 31, 2020, compared to the prior comparable period are as follows:

Operating Activities: Cash provided by operating activities decreased $6.4 million primarily due to the following:

•

Reduction in income due to properties sold in 2019 and

•

Reduction in fee and interest income.

Investing Activities: Cash provided by investing activities increased $52.7 million primarily due to the following:

•

Increase in proceeds of $71.5 million from disposition of real estate and joint venture interest;

•

Increase in repayment of notes receivable of $7.5 million and

•

Decrease in net cash received from joint ventures of $21.4 million.

Financing Activities: Cash provided by financing activities increased $450.9 million primarily due to the following:

•

Increase in proceeds from revolving credit facilities offset by higher debt repayments of $443.5 million and

•

Decrease in common share repurchases of $6.6 million.

RVI Preferred Shares

In 2018, RVI issued to the Company 1,000 shares of its series A preferred stock (the “RVI Preferred Shares”), which are noncumulative and have no mandatory dividend rate. The RVI Preferred Shares rank, with respect to dividend rights and rights upon liquidation, dissolution or winding up of RVI, senior in preference and priority to RVI’s common shares and any other class or series of RVI capital stock. Subject to the requirement that RVI distribute to its common shareholders the minimum amount required to be distributed with respect to any taxable year in order for RVI to maintain its status as a REIT and to avoid U.S. federal income taxes, the RVI Preferred Shares will be entitled to a dividend preference for all dividends declared on RVI’s capital stock at any time up to a “preference amount” equal to $190 million in the aggregate, which amount may increase by up to an additional $10 million if the aggregate gross proceeds of RVI asset sales subsequent to July 1, 2018, exceeds $2.0 billion. Notwithstanding the foregoing, the RVI Preferred Shares are entitled to receive dividends only when, as and if declared by the Board of Directors of RVI, and RVI’s ability to pay dividends is subject to any restrictions set forth in the terms of its indebtedness.

Dividend Distribution

The Company declared common and preferred cash dividends of $44.0 million and $44.6 million for the three months ended March 31, 2020 and 2019, respectively. The Company intends to distribute at least 100% of ordinary taxable income in the form of common and preferred dividends during the year ending December 31, 2020 in order to maintain compliance with REIT requirements and in order to not incur federal income taxes (excluding federal income taxes applicable to TRS activities).

The Company declared a quarterly cash dividend of $0.20 per common share in the first three months of 2020, which was paid on April 2, 2020. In order to maintain maximum flexibility given the uncertain impact of the COVID-19 pandemic on the its business, the Company’s Board of Directors has elected not to declare a dividend on its common shares for the second quarter of 2020. The Board of Directors has not made any decisions with respect to its dividend policy beyond the second quarter of 2020 and will continue to evaluate its dividend policy on a quarterly basis based on operating cash flows. The Company intends to maintain compliance with REIT taxable income distribution requirements.

Common Shares and Common Share Repurchase Program

The Company has a $250.0 million continuous equity program. At April 30, 2020, the Company had all $250.0 million available for the future issuance of common shares under that program.

In November 2018, the Company’s Board of Directors authorized a common share repurchase program. Under the terms of the program, the Company may purchase up to a maximum value of $100 million of its common shares. In the first quarter of 2020, the Company repurchased 0.8 million shares at a cost of $7.5 million. Through April 30, 2020, the Company had repurchased 5.1 million of its common shares under this program in open market transactions at an aggregate cost of approximately $57.9 million.

SOURCES AND USES OF CAPITAL

Strategic Transaction Activity

The Company remains committed to monitoring liquidity and maintaining low leverage in an effort to lower its overall risk profile. Asset sales and proceeds from the repayment of other investments continue to represent a potential source of proceeds to be used to achieve these objectives.

Proceeds from Transactional Activity

The Company sold its 15% interest in the DDRTC Joint Venture to its partner, an affiliate of TIAA-CREF, based on a gross fund value of $1.14 billion, which included $184.9 million of mortgage debt at December 31, 2019. As of December 31, 2019, the DDRTC Joint Venture was composed of 21 assets, totaling 7.1 million square feet, and completion of the sale in February 2020 resulted in net proceeds to the Company of $140.5 million in the three months ended March 31, 2020 and prior to any working capital adjustments (which are expected to be finalized in the second quarter of 2020).

During the three months ended March 31, 2020, one shopping center asset was sold by an unconsolidated joint venture, aggregating 0.1 million square feet, together with wholly owned land sales, generated proceeds totaling $25.9 million, of which the Company’s proportionate share of the proceeds was $5.9 million. The Company’s pro rata share of proceeds is before giving effect to the repayment of indebtedness and transaction costs. In March 2020, the Company also received $7.5 million related to the repayment of a loan investment.

Changes in investment strategies for assets may impact the Company’s hold-period assumptions for those properties. The disposition of certain assets could result in a loss or impairment recorded in future periods. The Company evaluates all potential sale

opportunities taking into account the long-term growth prospects of the assets, the use of proceeds and the impact to the Company’s balance sheet, in addition to the impact on operating results.

Redevelopment Opportunities

A key component to the Company’s strategic plan will be the evaluation of additional redevelopment potential within the portfolio, particularly as it relates to the efficient use of the real estate. The Company will generally commence construction on various redevelopments only after substantial tenant leasing has occurred. The Company will continue to closely monitor its expected spending in 2020 for redevelopments, as the Company considers this funding to be discretionary spending. The Company has taken steps to substantially reduce capital spending and anticipates that it has approximately $30 million remaining to fund on its redevelopment pipeline as of March 31, 2020. The Company does not anticipate expending significant funds on joint venture redevelopment projects in 2020.

The Company’s consolidated land holdings are classified in two separate line items on the Company’s consolidated balance sheets included herein, (i) Land and (ii) Construction in Progress and Land. At March 31, 2020, the $881.4 million of Land primarily consisted of land that is part of the Company’s shopping center portfolio. However, this amount also includes a small portion of vacant land composed primarily of outlots or expansion pads adjacent to the shopping center properties. Approximately 130 acres of this land, which has a recorded cost basis of approximately $15 million, is available for future development or sale.

Included in Construction in Progress and Land at March 31, 2020 was approximately $8 million of recorded costs related to undeveloped land being marketed for sale for which active construction never commenced or previously ceased. The Company evaluates these assets each reporting period and records an impairment charge equal to the difference between the current carrying value and fair value when the expected undiscounted cash flows are less than the asset’s carrying value.

Redevelopment Projects

As part of its strategy to expand, improve and re-tenant various properties, at March 31, 2020, the Company has invested approximately $83 million in various consolidated active redevelopment projects. The Company’s major redevelopment projects are typically substantially complete within two years of the construction commencement date. At March 31, 2020, the Company’s significant consolidated redevelopment projects were as follows (in thousands):

Location	Estimated Stabilized Quarter	Estimated Gross Cost		Cost Incurred at March 31, 2020
The Collection at Brandon Boulevard (Tampa, Florida)	4Q20	$	27,732	$	20,959
1000 Van Ness (San Francisco, California)	4Q20		4,810		—
West Bay Plaza (Phase II) (Cleveland, Ohio)	2Q22		2,686		1,736
Woodfield Village Green (Chicago, Illinois)	TBD		—		53
Sandy Plains Village (Atlanta, Georgia)	TBD		—		1,218
Perimeter Pointe (Atlanta, Georgia)	TBD		—		1,004
Total		$	35,228	$	24,970

For redevelopment assets completed in 2020, the assets placed in service were completed at a cost of approximately $152 per square foot.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has a number of off-balance sheet joint ventures with varying economic structures. Through these interests, the Company has investments in operating properties and one development project. Such arrangements are generally with institutional investors.

The Company’s unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $1.4 billion and $2.2 billion at March 31, 2020 and 2019, respectively (see Item 3. Quantitative and Qualitative Disclosures About Market Risk). Such mortgages are generally non-recourse to the Company and its partners; however, certain mortgages may have recourse to the Company and its partners in certain limited situations, such as misuse of funds and material misrepresentations.

CAPITALIZATION

At March 31, 2020, the Company’s capitalization consisted of $2.3 billion of debt, $325.0 million of preferred shares and $1.0 billion of market equity (market equity is defined as common shares and OP Units outstanding multiplied by $5.21, the closing price of the Company’s common shares on the New York Stock Exchange on March 31, 2020), resulting in a debt to total market

capitalization ratio of 0.63 to 1.0, as compared to the ratio of 0.38 to 1.0 at March 31, 2019. The closing price of the Company’s common shares on the New York Stock Exchange was $13.62 at March 29, 2019, the last trading day of March. At March 31, 2020 and 2019, the Company’s total debt consisted of $1.5 billion and $1.7 billion of fixed-rate debt, respectively, and $0.8 billion and $0.1 billion of variable-rate debt, respectively.

It is management’s strategy to have access to the capital resources necessary to manage the Company’s balance sheet and to repay upcoming maturities. Accordingly, the Company may seek to obtain funds through additional debt or equity financings and/or joint venture capital in a manner consistent with its intention to operate with a conservative debt capitalization policy and to reduce the Company’s cost of capital by maintaining an investment grade rating with Moody’s, S&P and Fitch. A security rating is not a recommendation to buy, sell or hold securities, as it may be subject to revision or withdrawal at any time by the rating organization. Each rating should be evaluated independently of any other rating. The Company may not be able to obtain financing on favorable terms, or at all, which may negatively affect future ratings.

The Company’s credit facilities and the indentures under which the Company’s senior and subordinated unsecured indebtedness are, or may be, issued contain certain financial and operating covenants, including, among other things, debt service coverage and fixed charge coverage ratios, as well as limitations on the Company’s ability to incur secured and unsecured indebtedness, sell all or substantially all of the Company’s assets, engage in mergers and certain acquisitions and make distribution to its shareholders. Although the Company intends to operate in compliance with these covenants, if the Company were to violate these covenants, the Company may be subject to higher finance costs and fees or accelerated maturities. In addition, certain of the Company’s credit facilities and indentures permit the acceleration of maturity in the event certain other debt of the Company is in default or has been accelerated. Foreclosure on mortgaged properties or an inability to refinance existing indebtedness would have a negative impact on the Company’s financial condition and results of operations.

CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

The Company has no consolidated debt maturing until June 2021. The Company expects to fund future maturities from utilization of its Revolving Credit Facilities, proceeds from asset sales and other investments, cash flow from operations and/or additional debt or equity financings. No assurance can be provided that these obligations will be repaid as currently anticipated or refinanced.

RVI Guaranty

In 2018, the Company provided an unconditional guaranty to PNC Bank with respect to any obligations of RVI outstanding from time to time under a $30 million revolving credit agreement entered into by RVI with PNC Bank. RVI has agreed to reimburse the Company for any amounts paid by it to PNC Bank pursuant to the guaranty plus interest at a contracted rate and to pay an annual commitment fee to the Company on account of the guaranty.

Other Guaranties

In conjunction with the redevelopment of shopping centers, the Company had entered into commitments with general contractors aggregating approximately $15.0 million for its consolidated properties at March 31, 2020. These obligations, composed principally of construction contracts, are generally due within 12 to 24 months, as the related construction costs are incurred, and are expected to be financed through operating cash flow, asset sales or borrowings under the Revolving Credit Facilities. These contracts typically can be changed or terminated without penalty.

The Company routinely enters into contracts for the maintenance of its properties. These contracts typically can be canceled upon 30 to 60 days’ notice without penalty. At March 31, 2020, the Company had purchase order obligations, typically payable within one year, aggregating approximately $1.9 million related to the maintenance of its properties and general and administrative expenses.

INFLATION

Most of the Company’s long-term leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions include clauses enabling the Company to receive additional rental income from escalation clauses that generally increase rental rates during the terms of the leases and/or percentage rentals based on tenants’ gross sales. Such escalations are determined by negotiation, increases in the consumer price index or similar inflation indices. In addition, many of the Company’s leases are for terms of less than 10 years, permitting the Company to seek increased rents at market rates upon renewal. Most of the Company’s leases require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes, insurance and utilities, thereby reducing the Company’s exposure to increases in costs and operating expenses resulting from inflation.

ECONOMIC CONDITIONS

Despite recent bankruptcies and the increase of e-commerce distribution, the Company continued to see demand from a broad range of tenants for its space, particularly in the off-price sector, for most of the first quarter of 2020, which the Company believes reflects an increasingly value-oriented consumer. This demand was evidenced by leasing activity in January and February that was relatively consistent with recent historical levels, though the Company experienced a slow-down in lease activity in March caused by uncertainty and tenant concern around the COVID-19 pandemic. Ultimately, the Company executed new leases and renewals aggregating approximately 0.6 million square feet of space for the three months ended March 31, 2020, on a pro rata basis, which is below historical levels.

The Company benefits from a diversified tenant base, with only two tenants whose annualized rental revenue equals or exceeds 3% of the Company’s annualized consolidated revenues plus the Company’s proportionate share of unconsolidated joint venture revenues (TJX Companies at 6.1% and Bed Bath & Beyond at 3.3%). Other significant tenants include Dick’s Sporting Goods, Ulta, Best Buy, Nordstrom Rack, Ross Stores, Kroger, Whole Foods and Home Depot, all of which have relatively strong financial positions, have outperformed other retail categories over time and we believe remain well-capitalized. Historically these tenants have provided a stable revenue base, and we believe that they will continue to provide a stable revenue base going forward, given the long-term nature of these leases. The majority of the tenants in the Company’s shopping centers provide day-to-day consumer necessities with a focus on value and convenience, versus discretionary items, which the Company believes will enable many of its tenants to outperform under a variety of economic conditions. The Company recognizes the risks posed by current economic conditions but believes that the position of its transformed portfolio and the general diversity and credit quality of its tenant base should enable it to successfully navigate through a potentially challenging economic environment. The Company has relatively little reliance on overage rents generated by tenant sales performance.

The Company believes that its shopping center portfolio is well positioned, as evidenced by its historical property income growth and consistent growth in the average annualized base rent per occupied square foot. At March 31, 2020 and December 31, 2019, the shopping center portfolio occupancy was 90.1% and 90.8%, respectively, and total portfolio average annualized base rent per occupied square foot was $18.49 and $18.25, respectively, on a pro rata basis. The Company’s portfolio has been impacted by anchor tenant bankruptcies, lease expirations and asset sales and the Company has had to invest capital to re-lease anchor units; however, the per square foot cost to do so has been predominantly consistent with the Company’s historical trends. The weighted-average cost of tenant improvements and lease commissions estimated to be incurred over the expected lease term for new and renewal leases executed during the three months ended March 31, 2020 and 2019, on a pro rata basis, was $1.83 and $2.78 per rentable square, respectively. The Company generally does not expend a significant amount of capital on lease renewals.

Beginning in March 2020, the retail sector has been significantly impacted by the outbreak of COVID-19. Though the impact of COVID-19 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 drastic reduction in sales and foot traffic and many tenants have been forced to limit their operations or close their businesses for a period of time. As monthly rents are generally due from tenants at the beginning of each month, the outbreak of COVID-19 had a relatively minimal impact on the Company’s collection of March 2020 rents, but it has had a significant impact on collection of April 2020 rents. Discussions with individual tenants that failed to satisfy their April rent obligations are underway. Though the outcome of these discussions is expected to vary from tenant to tenant, the Company expects that it may enter into rent-deferral arrangements with some tenants, including smaller local operators, whose operations have been significantly impacted by COVID-19. It is also unclear to what extent, if any, the Company or its tenants will be able to mitigate the impact of COVID-19 on their operations through business interruption insurance coverage.

While the Company is unable to forecast the resolution of tenant relief and abatement claims for April 2020, the degree to which similar requests and claims may be made by tenants in subsequent months or the duration of the disruption to tenant and Company operations caused by the COVID-19 pandemic, the Company expects that its results of operations will be adversely impacted by the outbreak and its impact on the economy. Additionally, the outbreak of the COVID-19 pandemic has resulted in a slow-down in the volume of new leasing activity and in delivery and rent commencement with respect to newly-leased space, and may ultimately lead to tenant closures and bankruptcies which may further adversely impact the Company’s results of operations in the future. For additional risks relating to the outbreak of COVID-19, see Item 1A. Risk Factors in Part II of this Quarterly Report on Form 10-Q.

NEW ACCOUNTING STANDARDS

New Accounting Standards are more fully described in Note 1, “Nature of Business and Financial Statement Presentation,” to the Company’s consolidated financial statements included herein.

FORWARD-LOOKING STATEMENTS

MD&A should be read in conjunction with the Company’s consolidated financial statements and the notes thereto appearing elsewhere in this report. Historical results and percentage relationships set forth in the Company’s consolidated financial statements,

including trends that might appear, should not be taken as indicative of future operations. The Company considers portions of this information to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respect to the Company’s expectations for future periods. Forward-looking statements include, without limitation, statements related to acquisitions (including any related pro forma financial information) and other business development activities, future capital expenditures, financing sources and availability and the effects of environmental and other regulations. Although the Company believes that the expectations reflected in these forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not statements of historical fact should be deemed to be forward-looking statements. Without limiting the foregoing, the words “will,” “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates” and similar expressions are intended to identify forward-looking statements. Readers should exercise caution in interpreting and relying on forward-looking statements because such statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and that could cause actual results to differ materially from those expressed or implied in the forward-looking statements and that could materially affect the Company’s actual results, performance or achievements. For additional factors that could cause the results of the Company to differ materially from those indicated in the forward-looking statements see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and of this Quarterly Report on Form 10-Q. The impact of COVID-19 may also exacerbate the risks discussed therein and herein, any of which could have a material effect on the Company.

Factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following:

•

The Company is subject to general risks affecting the real estate industry, including the need to enter into new leases or renew leases on favorable terms to generate rental revenues, and any economic downturn may adversely affect the ability of the Company’s tenants, or new tenants, to enter into new leases or the ability of the Company’s existing tenants to renew their leases at rates at least as favorable as their current rates;

•

The Company could be adversely affected by changes in the local markets where its properties are located, as well as by adverse changes in national economic and market conditions;

•

The Company may fail to anticipate the effects on its properties of changes in consumer buying practices, including sales over the internet and the resulting retailing practices and space needs of its tenants, or a general downturn in its tenants’ businesses, which may cause tenants to close stores or default in payment of rent;

•

The Company is subject to competition for tenants from other owners of retail properties, and its tenants are subject to competition from other retailers and methods of distribution. The Company is dependent upon the successful operations and financial condition of its tenants, in particular its major tenants, and could be adversely affected by the bankruptcy of those tenants;

•

The Company relies on major tenants, which makes it vulnerable to changes in the business and financial condition of, or demand for its space by, such tenants;

•

The Company may not realize the intended benefits of acquisition or merger transactions. The acquired assets may not perform as well as the Company anticipated, or the Company may not successfully integrate the assets and realize improvements in occupancy and operating results. The acquisition of certain assets may subject the Company to liabilities, including environmental liabilities;

•

The Company may fail to identify, acquire, construct or develop additional properties that produce a desired yield on invested capital, or may fail to effectively integrate acquisitions of properties or portfolios of properties. In addition, the Company may be limited in its acquisition opportunities due to competition, the inability to obtain financing on reasonable terms or any financing at all and other factors;

•

The Company may fail to dispose of properties on favorable terms, especially in regions experiencing deteriorating economic conditions. In addition, real estate investments can be illiquid, particularly as prospective buyers may experience increased costs of financing or difficulties obtaining financing due to local or global conditions, and could limit the Company’s ability to promptly make changes to its portfolio to respond to economic and other conditions;

•

The Company may abandon a development or redevelopment opportunity after expending resources if it determines that the development opportunity is not feasible due to a variety of factors, including a lack of availability of construction financing on reasonable terms, the impact of the economic environment on prospective tenants’ ability to enter into new leases or pay contractual rent, or the inability of the Company to obtain all necessary zoning and other required governmental permits and authorizations;

•

The Company may not complete development or redevelopment projects on schedule as a result of various factors, many of which are beyond the Company’s control, such as weather, labor conditions, governmental approvals, material shortages or general economic downturn, resulting in limited availability of capital, increased debt service expense and construction costs and decreases in revenue;

•

The Company’s financial condition may be affected by required debt service payments, the risk of default and restrictions on its ability to incur additional debt or to enter into certain transactions under its credit facilities and other documents governing its debt obligations. In addition, the Company may encounter difficulties in obtaining permanent financing or refinancing existing debt. Borrowings under the Company’s Revolving Credit Facilities are subject to certain representations and warranties and customary events of default, including any event that has had or could reasonably be expected to have a material adverse effect on the Company’s business or financial condition;

•

Changes in interest rates could adversely affect the market price of the Company’s common shares, as well as its performance and cash flow;

•

Debt and/or equity financing necessary for the Company to continue to grow and operate its business may not be available or may not be available on favorable terms;

•

Disruptions in the financial markets could affect the Company’s ability to obtain financing on reasonable terms and have other adverse effects on the Company and the market price of the Company’s common shares;

•

The Company is subject to complex regulations related to its status as a REIT and would be adversely affected if it failed to qualify as a REIT;

•

The Company must make distributions to shareholders to continue to qualify as a REIT, and if the Company must borrow funds to make distributions, those borrowings may not be available on favorable terms or at all;

•

Joint venture investments may involve risks not otherwise present for investments made solely by the Company, including the possibility that a partner or co-venturer may become bankrupt, may at any time have interests or goals different from those of the Company and may take action contrary to the Company’s instructions, requests, policies or objectives, including the Company’s policy with respect to maintaining its qualification as a REIT. In addition, a partner or co-venturer may not have access to sufficient capital to satisfy its funding obligations to the joint venture or may seek to terminate the joint venture, resulting in a loss to the Company of property revenues and management fees. The partner could cause a default under the joint venture loan for reasons outside the Company’s control. Furthermore, the Company could be required to reduce the carrying value of its equity investments, including preferred investments, if a loss in the carrying value of the investment is realized;

•

The Company’s decision to dispose of real estate assets, including undeveloped land and construction in progress, would change the holding period assumption in the undiscounted cash flow impairment analyses, which could result in material impairment losses and adversely affect the Company’s financial results;

•

The outcome of pending or future litigation, including litigation with tenants or joint venture partners, may adversely affect the Company’s results of operations and financial condition;

•

Property damage, expenses related thereto, and other business and economic consequences (including the potential loss of revenue) resulting from extreme weather conditions or natural disasters in locations where the Company owns properties may adversely affect the Company’s results of operations and financial condition;

•

Sufficiency and timing of any insurance recovery payments related to damages and lost revenues from extreme weather conditions or natural disasters may adversely affect the Company’s results of operations and financial condition;

•

The Company and its tenants could be negatively affected by the impacts of pandemics and other public health crises, including the recent outbreak of COVID-19;

•

The Company is subject to potential environmental liabilities;

•

The Company may incur losses that are uninsured or exceed policy coverage due to its liability for certain injuries to persons, property or the environment occurring on its properties;

•

The Company could incur additional expenses to comply with or respond to claims under the Americans with Disabilities Act or otherwise be adversely affected by changes in government regulations, including changes in environmental, zoning, tax and other regulations;

•

Changes in accounting standards or other standards may adversely affect the Company’s business;

•

The Company’s Board of Directors, which regularly reviews the Company’s business strategy and objectives, may change the Company’s strategic plan based on a variety of factors and conditions, including in response to changing market conditions and

•

The Company and its vendors could sustain a disruption, failure or breach of their respective networks and systems, including as a result of cyber-attacks, which could disrupt the Company’s business operations, compromise the confidentiality of sensitive information and result in fines or penalties.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s primary market risk exposure is interest rate risk. The Company’s debt, excluding unconsolidated joint venture debt, is summarized as follows:

	March 31, 2020										December 31, 2019
	Amount (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate			Percentage of Total			Amount (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate			Percentage of Total
Fixed-Rate Debt	$	1,502.2		5.6		4.1	%		66.9	%	$	1,742.8		5.3		4.3	%		94.3	%
Variable-Rate Debt	$	744.5		3.7		1.9	%		33.1	%	$	104.5		3.1		2.8	%		5.7	%

The Company’s unconsolidated joint ventures’ indebtedness at its carrying value is summarized as follows:

	March 31, 2020									December 31, 2019
	Joint Venture Debt (Millions)		Company's Proportionate Share (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate			Joint Venture Debt (Millions)		Company's Proportionate Share (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate
Fixed-Rate Debt	$	847.7	$	183.7		3.6		4.4	%	$	1,032.8	$	211.6		4.2		4.3	%
Variable-Rate Debt	$	587.3	$	70.0		0.4		3.4	%	$	607.3	$	73.9		0.8		3.5	%

The Company intends to use retained cash flow, proceeds from asset sales, equity and debt financing and variable-rate indebtedness available under its Revolving Credit Facilities to repay indebtedness and fund capital expenditures at the Company’s shopping centers. Thus, to the extent the Company incurs additional variable-rate indebtedness, its exposure to increases in interest rates in an inflationary period could increase. The Company does not believe, however, that increases in interest expense as a result of inflation will significantly impact the Company’s distributable cash flow.

The carrying value and the fair value of the Company’s fixed-rate debt are adjusted to include the Company’s proportionate share of the joint venture fixed-rate debt. An estimate of the effect of a 100 basis-point increase at March 31, 2020 and December 31, 2019, is summarized as follows (in millions):

	March 31, 2020						December 31, 2019
	Carrying Value		Fair Value		100 Basis-Point Increase in Market Interest Rate		Carrying Value		Fair Value		100 Basis-Point Increase in Market Interest Rate
Company's fixed-rate debt	$	1,502.2	$	1,566.3	$	1,477.2	$	1,742.8	$	1,840.9	$	1,756.9
Company's proportionate share of joint venture fixed-rate debt	$	183.7	$	184.9	$	179.3	$	211.6	$	213.3	$	205.9

The sensitivity to changes in interest rates of the Company’s fixed-rate debt was determined using a valuation model based upon factors that measure the net present value of such obligations that arise from the hypothetical estimate as discussed above.

A 100 basis-point increase in short-term market interest rates on variable-rate debt at March 31, 2020, would result in an increase in interest expense of approximately $1.9 million for the Company and $0.2 million representing the Company’s proportionate share of the joint ventures’ interest expense relating to variable-rate debt outstanding for the three months ended March 31, 2020. The estimated increase in interest expense for the year does not give effect to possible changes in the daily balance of the Company’s or joint ventures’ outstanding variable-rate debt.

The Company and its joint ventures intend to continually monitor and actively manage interest costs on their variable-rate debt portfolio and may enter into swap positions based on market fluctuations. In addition, the Company believes it has the ability to obtain funds through additional equity and/or debt offerings and joint venture capital. Accordingly, the cost of obtaining such protection agreements versus the Company’s access to capital markets will continue to be evaluated. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. As of March 31, 2020, the Company had no other material exposure to market risk.

Item 4.

CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation, pursuant to Securities Exchange Act of 1934 Rules 13a-15(b) and 15d-15(b), of the effectiveness of our disclosure controls and procedures. Based on their evaluation as required, the CEO and CFO have concluded that the Company’s disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and were effective as of the end of such period to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

During the three months ended March 31, 2020, there were no changes in the Company’s internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1.

LEGAL PROCEEDINGS

The Company and its subsidiaries are subject to various legal proceedings, which, taken together, are not expected to have a material adverse effect on the Company. The Company is also subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by insurance. While the resolution of all matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations.

Item 1A.

RISK FACTORS

Reference is made to Part 1, Item 1A. “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The risk factor set forth below updates, and should be read together with, such risk factors. Furthermore, the impact of COVID-19 may also exacerbate the risks discussed therein, any of which could have a material effect on the Company.

The Recent Outbreak of a Novel Coronavirus (COVID-19) Has Had, and Will Likely Continue to Have, a Significant Impact on the Company and its Tenants’ Businesses

The Company’s business and the businesses of its tenants have been, and are likely to continue to be, significantly impacted by the recent outbreak of a novel coronavirus (COVID-19) and the public perception of and reaction to the related risks. Beginning in March 2020, the outbreak of COVID-19 has resulted in the closure of many tenant businesses and has substantially reduced foot traffic to other tenant businesses. Such events have adversely impacted many tenants’ sales and operations and may adversely affect their ability to finance their businesses and satisfy their obligations, including rent owed to the Company or its joint ventures. The Company and these joint ventures have received a substantial number of tenant requests for rent relief and claims for abatement with respect to monthly rent for April 2020 and beyond, and the Company’s results of operations are likely to be adversely impacted as a result thereof. The timing of tenant store re-openings and resumption of normalized business activity levels remains uncertain and may be adversely impacted by disruptions in inventory supply chains from local and international suppliers, staffing challenges and the public’s perception of continued health risks relating to COVID-19. Furthermore, the outbreak of COVID-19 may cause prospective tenants to abandon or delay new store growth plans or choose to lease fewer spaces, which could lead to a decline in leasing volume and diminished demand and rents. Such events may also increase the risk of delays in completing tenant build-outs, delivering space to new tenants and achieving rent commencement dates with respect to recently executed leases. Additionally, the impacts of COVID-19 may cause one or more existing tenants to file for bankruptcy protection. The Company may not be able to recover any amounts from insurance carriers in order to mitigate the impact of lost tenant revenues.

In addition to the impacts and uncertainties listed above, the outbreak of COVID-19 has significantly limited the ability of the Company’s employees to access the Company’s offices and properties which could adversely impact the Company’s ability to manage its properties and complete other operating and administrative functions that are important to its business. Efforts by the Company’s employees to work remotely could also expose the Company to additional risks, such as increased cybersecurity risk. Furthermore, the outbreak of COVID-19 could continue to negatively affect global capital markets, which, in turn, could negatively affect the Company’s ability to obtain necessary financing, including refinancing for its joint ventures, on favorable terms, or at all. Reduced rent collections from tenants may also impact the ability of the Company and its joint ventures to satisfy covenants and debt service obligations applicable to their financing arrangements, particularly with respect to mortgage loan indebtedness, and result in the recognition of impairment charges with respect to certain of the Company’s properties. Reduced rent collections from tenants may also have the effect of decreasing management fees collected from the Company’s joint ventures which are often based on property receipts and may also impact decisions by the Company’s Board of Directors with respect to future dividend policy.

Any of the foregoing risks, or related risks that the Company is unable to predict due to changing circumstances relating to COVID-19, could have a material adverse effect on the Company’s business, results of operations and financial condition.

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES

	(a)			(b)		(c)			(d)
	Total Number of Shares Purchased			Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs			Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
January 1–31, 2020		3,509	(1)	$	13.51
February 1–29, 2020		47,253	(1)		13.19
March 1–31, 2020		836,885	(2)		9.22		817,398	(3)
Total		887,647		$	9.45		817,398		$	42.1

(1)	Common shares surrendered or deemed surrendered to the Company to satisfy statutory minimum tax withholding obligations in connection with the vesting and/or exercise of awards under the Company’s equity-based compensation plans.

(2)

Includes 19,487 common shares surrendered or deemed surrendered to the Company to satisfy statutory minimum tax withholding obligations in connection with the vesting and/or exercise of awards under the Company’s equity-based compensation plans and 817,398 common shares repurchased through the Company’s share repurchase plan.

(3)

On November 29, 2018, the Company announced that its Board of Directors authorized a common share repurchase program. Under the terms of the program authorized by the Board, the Company may purchase up to a maximum value of $100 million of its common shares and the program has no expiration date. As of April 30, 2020, the Company had repurchased 5.1 million of its common shares in the aggregate at a cost of $57.9 million and a weighted-average cost of $11.33 per share under the program.

Item 3.

DEFAULTS UPON SENIOR SECURITIES

None.

Item 4.

MINE SAFETY DISCLOSURES

Not applicable.

Item 5.

OTHER INFORMATION

None.

Item 6.

EXHIBITS

31.1		Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 ²

31.2		Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 ²

32.1		Certification of chief executive officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 2002 ^1,2

32.2		Certification of chief financial officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 2002^1,2

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document²

101.SCH		Inline XBRL Taxonomy Extension Schema Document²

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document²

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document²

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document²

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document²

104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 has been formatted in Inline XBRL

1	Pursuant to SEC Release No. 34-4751, these exhibits are deemed to accompany this report and are not “filed” as part of this report.

2	Submitted electronically herewith.

Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019, (ii) Consolidated Statements of Operations for the Three Months Ended March 31, 2020 and 2019, (iii) Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2020 and 2019, (iv) Consolidated Statements of Equity for the Three Months Ended March 31, 2020 and 2019, (v) Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019 and (vi) Notes to Condensed Consolidated Financial Statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.