SITE Centers Corp
For the period ended Dec 31, 2024. Filed Feb 28, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 28, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 8. Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of SITE Centers Corp.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of SITE Centers Corp. and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedules listed in the accompanying index (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework(2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Identification of Impairment Indicators and Impairment Assessments of Certain Real Estate Assets
As described in Notes 1 and 4 to the consolidated financial statements, the carrying value of the Company’s total real estate assets, net was $772.0 million and net intangible assets was $12.9 million as of December 31, 2024. Management reviews its individual real estate assets, including undeveloped land and construction in progress, and intangibles for potential impairment indicators whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment indicators are primarily related to changes in estimated hold periods or significant, prolonged decreases in projected cash flows. For assets with impairment indicators, management determines if the undiscounted future cash flows are sufficient to recover the asset’s carrying value. For certain properties, estimating undiscounted future cash flows involves significant estimates and judgments relating to market rental rates, estimated down-time and capitalization rates used, to determine the hold period required to recover the asset’s carrying value and assessing if the Company has the ability and intent to hold the asset for such period.
The principal considerations for our determination that performing procedures relating to the identification of impairment indicators and impairment assessments of certain real estate assets is a critical audit matter are (i) the significant judgment by management to identify and evaluate potential impairment indicators related to (a) events or changes in circumstances indicating that the carrying value of the real estate assets may not be recoverable over the estimated hold period, (b) changes in estimated hold periods, and (c) prolonged decreases in projected cash flows, (ii) the significant estimates and judgment by management in developing the undiscounted future cash flows of certain real estate assets, including the Company’s intent and ability to hold the asset for the recovery period, and (iii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to (a) management’s identification and evaluation of potential impairment indicators and (b) management’s significant estimates and judgment used in the undiscounted future cash flows related to downtime, market rental rates and capitalization rates, as well as the Company’s intent and ability to hold the asset for the estimated hold period.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the Company’s impairment process, including controls over the identification and evaluation of potential impairment indicators and estimated undiscounted future cash flows, including intent and ability to hold the asset. These procedures also included, among others (i) testing management’s process for identifying individual real estate assets with potential impairment indicators, (ii) evaluating the reasonableness of management’s assessment of events and changes in circumstances that are indicators of impairment, and for real estate assets with impairment indicators, (iii) testing management’s process for developing the evaluation of undiscounted cash flows, (iv) evaluating management representations related to intended hold periods, and (v) for a sample of real estate assets with impairment indicators, evaluating the reasonableness of the significant assumptions used by management related to downtime, market rental rates and capitalization rates. Evaluating these assumptions involved evaluating whether the assumptions used by management were reasonable considering the consistency with the current and past performance of the real estate investments, the consistency with external market and industry data, and whether the assumptions were consistent with evidence obtained in other areas of the audit.
/s/PricewaterhouseCoopers LLP
Cleveland, Ohio
February 28, 2025
We have served as the Company’s auditor since 1992.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.