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Correspondence 0001193125-23-213512 from SITE Centers Corp. (SITC, SITC-PA) (CIK 0000894315) (SITC)

SITE Centers Corp. (SITC, SITC-PA) (CIK 0000894315)
Date: Aug. 15, 2023 · CIK: 0000894315 · Accession: 0001193125-23-213512

AI Filing Summary & Sentiment

File numbers found in text: 001-11690

Referenced dates: August 4, 2023

Date
August 15, 2023
Author
/s/ Conor Fennerty
Form
CORRESP
Company
SITE Centers Corp. (SITC, SITC-PA) (CIK 0000894315)

Letter

August 15, 2023

CORRESPONDENCE FILING VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, DC 20549

Attention:

Howard Efron

Robert Telewicz

Re:

SITE Centers Corp.

Form 10-K for the Year Ended December 31, 2022

Filed February 23, 2023

Form 8-K filed April 25, 2023

File No. 001-11690

Ladies and Gentlemen:

SITE Centers Corp., an Ohio corporation (the “Company” or “we,” “us” or “our”), is submitting this letter in response to the letter from the staff (the “Staff”) of the Securities and Exchange Commission, dated August 4, 2023 (the “Comment Letter”), with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed February 23, 2023, and Form 8-K, filed April 25, 2023.

Below is the Company’s response. For the convenience of the Staff, the Company has repeated the Staff’s comment before the response.

Form 8-K filed July 25, 2023

Exhibit 99.1 Quarterly Financial Supplement Dated as of June 30, 2023

Site Centers Corp. Same Store Metrics, page 12

1. We have considered your response to our prior comment. In your response you state your belief that 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. It appears that your presentation of SSNOI combines consolidated results with your proportionate share of operations of unconsolidated investees in each line item of your table. Please tell us how you applied question 100.04 of the Compliance & Disclosure Interpretations related to Non-GAAP measures when considering whether this apparent use of proportionate consolidation represents a tailored accounting principle.

United States Securities and Exchange Commission

Division of Corporation Finance

Page 2

Response:

In the future, we will revise our disclosure of the SSNOI metrics as presented on page 12 of the Quarterly Financial Supplement to only present the Same Store Property Revenues and Expenses for the consolidated properties. The Company’s prorata share of SSNOI from unconsolidated joint ventures will be presented as a separate line to reconcile to the total SSNOI reported at the Company’s share. We have modified our page 12 presentation in the Quarterly Financial Supplement as of June 30, 2023 and included herein as Attachment A to reflect our proposed changes for the convenience of the Staff.

***********

If you have any questions regarding this matter, please do not hesitate to contact the undersigned at 646-868-4750.

Very truly yours,
/s/ Conor Fennerty

Show Raw Text
CORRESP
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filename1.htm

CORRESP

 August 15, 2023

CORRESPONDENCE FILING VIA EDGAR

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, DC 20549

Attention:

Howard Efron

Robert Telewicz

Re:

SITE Centers Corp.

Form 10-K for the Year Ended December 31, 2022

Filed February 23, 2023

Form 8-K filed April 25, 2023

File No. 001-11690

 Ladies and Gentlemen:

SITE Centers Corp., an Ohio corporation (the “Company” or “we,” “us” or “our”), is submitting this
letter in response to the letter from the staff (the “Staff”) of the Securities and Exchange Commission, dated August 4, 2023 (the “Comment Letter”), with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed February 23, 2023, and Form 8-K, filed April 25, 2023.

Below is the Company’s response. For the convenience of the Staff, the Company has repeated the Staff’s comment before the response.

 Form 8-K filed July 25, 2023

Exhibit 99.1 Quarterly Financial Supplement Dated as of June 30, 2023

Site Centers Corp. Same Store Metrics, page 12

1.
 We have considered your response to our prior comment. In your response you state your belief that 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. It appears that your presentation of SSNOI combines consolidated results with your proportionate share of operations of unconsolidated investees in each line item of your table. Please
tell us how you applied question 100.04 of the Compliance & Disclosure Interpretations related to Non-GAAP measures when considering whether this apparent use of proportionate consolidation represents
a tailored accounting principle.

 United States Securities and Exchange Commission

Division of Corporation Finance

 Page 2

Response:

 In the future, we will revise our disclosure
of the SSNOI metrics as presented on page 12 of the Quarterly Financial Supplement to only present the Same Store Property Revenues and Expenses for the consolidated properties. The Company’s prorata share of SSNOI from unconsolidated joint
ventures will be presented as a separate line to reconcile to the total SSNOI reported at the Company’s share. We have modified our page 12 presentation in the Quarterly Financial Supplement as of June 30, 2023 and included herein as
Attachment A to reflect our proposed changes for the convenience of the Staff.

 ***********

If you have any questions regarding this matter, please do not hesitate to contact the undersigned at 646-868-4750.

Very truly yours,

/s/ Conor Fennerty

Conor Fennerty

Executive Vice President,

Chief Financial Officer and Treasurer

cc:
 Christa A Vesy, Executive Vice President,

and Chief Accounting Officer

 Attachment A

SITE Centers Corp.

 Same
Store Metrics (1)

Same Store Net Operating Income

Quarterly Same Store NOI

YTD Same Store NOI

2Q23

2Q22

Change

6M23

6M22

Change

 Leased rate

95.7
%

94.7
%

1.0
%

95.7
%

94.7
%

1.0
%

 Commenced rate

92.5
%

91.4
%

1.1
%

92.5
%

91.4
%

1.1
%

 Revenues:

 Minimum rents

$
90,756

$
89,008

$
180,768

$
175,791

 Recoveries

33,797

31,902

67,168

63,010

 Uncollectible revenue

(695
)

1,006

(558
)

2,044

 Percentage and overage rents

2,249

1,587

3,386

2,624

 Ancillary and other rental income

1,630

1,451

3,574

2,900

127,737

124,954

2.2
%

254,338

246,369

3.2
%

 Expenses:

 Operating and maintenance

(18,162
)

(17,239
)

(36,773
)

(34,663
)

 Real estate taxes

(19,535
)

(19,195
)

(38,864
)

(38,278
)

(37,697
)

(36,434
)

3.5
%

(75,637
)

(72,941
)

3.7
%

 Total Consolidated SSNOI

$
90,040

$
88,520

1.7
%

$
178,701

$
173,428

3.0
%

 Total Unconsolidated SSNOI at SITE share

3,700

3,629

7,344

7,326

 Total SSNOI at SITE share(2)

$
93,740

$
92,149

1.7
%

$
186,045

$
180,754

2.9
%

 Consolidated SSNOI Operating Margin

70.5
%

70.8
%

70.3
%

70.4
%

 Consolidated SSNOI Recovery Rate

89.7
%

87.6
%

88.8
%

86.4
%

(1)
 See calculation definition in the Non-GAAP Measures section and GAAP
reconciliation on page 8. Figures reported include redevelopment.

(2)
 Results include the impact of rental income at SITE’s share related to prior periods of $0.1M and $1.2M
for the second quarters of 2023 and 2022 and $0.6M and $2.3M for the first six months of 2023 and 2022, respectively, primarily related to cash basis tenants.

 12