Curbline Properties Corp
For the period ended Mar 31, 2025. Filed Apr 25, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed Apr 25, 2025
CURB$29.38-0.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-13.
0000950170-24-126295
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-04-25.
0000950170-25-058697
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 126 previous paragraphs and 119 current paragraphs.
30 unchanged; 45 reworded; 42 added; 49 removed; 2 previous and 2 current paragraphs rearranged.
Tables are not compared: 16 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (42)
Current report
Curbline Properties Corp. is a Maryland corporation formed to own and manage a portfolio of convenience shopping centers. The Operating Partnership is a Delaware limited partnership formed to serve as Curbline’s majority-owned partnership subsidiary and to own, through affiliates, all of the real estate properties and assets. The Operating Partnership’s capital includes common general and limited partnership interests in the Operating Partnership (“Common Units”) and LTIP Units, as defined in the partnership agreement (together with the Common Units, the “OP Units”). As of March 31, 2025, Curbline owned, from a legal perspective, approximately 99.12% of the outstanding OP Units with the remaining OP Units held by members of management through LTIP Units subject to vesting requirements.
Current report
As of March 31, 2025, the Company’s portfolio consisted of 107 convenience shopping centers aggregating 3.4 million square feet of owned gross leasable area (“GLA”). At March 31, 2025, the aggregate leased rate and occupancy of the Company’s operating shopping center portfolio was 96.0% and 93.5%, respectively and the average annualized base rent (“ABR”) per occupied square foot was $35.14. Prior to the Company’s Spin-Off on October 1, 2024, the Company was a wholly owned subsidiary of SITE Centers Corp. (“SITE Centers”).
Current report
Prior to the Spin-Off
Current report
The historical results of operations and liquidity and capital resources of Curbline prior to the Spin-Off do not represent the historical results of operations and liquidity and capital resources of a legal entity, but rather a combination of entities under common control that have been “carved out” of SITE Centers’ consolidated financial statements and presented on a combined basis, in each case, in accordance with U.S. generally accepted accounting principles (“GAAP”) and may impact comparability between periods. The preparation of the financial results of the Company prior to the Spin-Off required management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the relevant reporting periods and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Current report
The financial results of the Company prior to the Spin-Off reflect the revenues and direct expenses of the Company and include material assets and liabilities of SITE Centers that are specifically attributable to the Company. Equity represents the excess of total assets over total liabilities. Equity is impacted by contributions from and distributions to SITE Centers, which are the result of treasury activities and net funding provided by or distributed to SITE Centers prior to the separation, as well as the allocated costs and expenses.
Current report
The financial results of the Company prior to the Spin-Off also include an allocation of indirect costs and expenses incurred by SITE Centers related to the Company, primarily consisting of compensation and other general and administrative costs using the relative percentage of GLA of the Company and SITE Centers management’s knowledge of the Company. The amounts allocated in the financial results of the Company prior to the Spin-Off are not necessarily indicative of the actual amount of such indirect expenses that would have been recorded had the Company been a separate independent entity during the applicable periods. The Company believes the assumptions underlying the Company’s allocation of indirect expenses prior to the Spin-Off are reasonable.
Current report
Current Strategy
Current report
Curbline’s acquisition strategy is focused on a number of real estate and financial factors including demographics, property access and visibility, vehicular traffic, tenant credit profile, rent mark-to-market opportunities and prospects for cash flow growth. The Company’s current portfolio is generally located in submarkets with compelling long-term population and employment growth prospects and above-average household incomes of over $119,000 as compared to the national median household income of $80,610.
Current report
The Company focuses on leasing space to a diversified group of primarily national, high credit quality tenants operating across a wide range of service and restaurant businesses, including quick-service restaurants, healthcare and wellness operators, financial services, beverage retail, telecommunications, beauty and hair salons, and fitness, among others.
Current report
Convenience properties offer the opportunity to generate above-average, occupancy-neutral cash flow growth (compared to cash flow growth levels for other retail real estate assets) through rental income increases from either fixed annual rental increases or renewal option increases embedded in tenant leases, elevated retention rates limiting lost rent resulting from vacancy and positive mark-to-market of leases at renewal. In addition, tenant lease agreements at convenience properties typically have shorter lease terms and fewer tenant renewal options with approximately 54% of the ABR under Curbline’s leases expiring within the next five years without any tenant renewal option assumptions. The duration of convenience tenant leases provides Curbline with more frequent opportunities to increase rents to market levels and to mitigate the risk and impact of inflation. Convenience properties’ standardized site plans, high tenant retention rates, higher annualized base rents per square foot and the depth of leasing prospects that can utilize existing square footage also generally result in lower operating capital expenditure levels as a percentage of annualized base rents over time relative to other retail real estate formats including grocery, lifestyle and regional power center properties.
Current report
Transaction and Capital Markets Highlights
Current report
Declared a quarterly cash dividend of $0.16 per share of common stock paid in April 2025 and
Current report
Drew $100.0 million on the delayed draw term loan facility in March 2025.
Current report
Achieved new cash leasing spreads of 20.8% and cash renewal leasing spreads of 8.3%;
Current report
Aggregate occupancy was 93.5% at March 31, 2025, as compared to 93.9% at December 31, 2024 and 94.9% at March 31, 2024. These declines in occupied rate were primarily attributable to property acquisitions.
Current report
Aggregate leased rate was 96.0% at March 31, 2025, as compared to 95.5% at December 31, 2024 and 96.6% at March 31, 2024.
Current report
Cash leasing spreads are a key metric in real estate, representing the percentage increase of the tenant’s annual base rent in the first year of the newly executed or renewal lease over the annual base rent applicable to the final year of the previous lease term. The Company’s cash leasing spread calculation excludes deals for first generation units, including redevelopment, or where the unit was vacant at the time of acquisition, in addition to other factors that limit comparability, 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.
Current report
Summary— First Quarter 2025 Financial Results
Current report
For the three months ended March 31, 2025, the increase in net income and FFO attributable to Curbline, as compared to the prior-year period, was primarily attributable to the impact of property acquisitions, an increase in interest income and a decrease in transaction costs related to the Spin-Off, partially offset by an increase in general and administrative expenses. The increase in Operating FFO attributable to Curbline generally was due to the impact of property acquisitions and higher interest income, partially offset by higher general and administrative expenses.
Current report
Amounts for the three months ended March 31, 2024 primarily related to transaction costs related to the Spin-Off.
Current report
Non-Controlling Interests and Net Income (in thousands)
Current report
(A)
Current report
Includes transaction costs of $173 and $3,097, respectively.
Current report
Net Operating Income and Same-Property Net Operating Income
Current report
Definition and Basis of Presentation
Current report
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 and excludes depreciation and amortization expense, interest income and expense and corporate level transactions. 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.
Current report
The Company also presents NOI information on a same property basis, or Same-Property Net Operating Income (“SPNOI”). The Company defines SPNOI as property revenues less property-related expenses, which exclude straight-line rental income and reimbursements and expenses, lease termination income, management fee expense and fair market value of leases. SPNOI only includes assets owned for the entirety of both comparable periods. SPNOI excludes all non-property and corporate level revenue and expenses. Other real estate companies may calculate NOI and SPNOI in a different manner. The Company believes SPNOI provides investors with additional information regarding the operating performance of comparable assets because it excludes certain non-cash and non-comparable items as noted above. SPNOI is frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs.
Current report
Reconciliation Presentation
Current report
The Company’s reconciliation of net income computed in accordance with GAAP to NOI and SPNOI for the Company is as follows (in thousands):
Current report
The SPNOI increase for the three months ended March 31, 2025, as compared to the prior-year period, was primarily attributable to increases in occupancy and minimum rent increases related to rent steps or option rent increases within the comparable property pool.
Current report
On February 26, 2025, the Company declared a quarterly cash dividend of $0.16 per share, totaling $17.1 million in the aggregate, of which $17.0 million was paid on April 8, 2025.
Current report
Through April 22, 2025, the Company acquired 16 convenience shopping centers for an aggregate purchase price of $139.1 million.
Current report
Indebtedness
Current report
As of March 31, 2025, $100.0 million had been drawn on the Term Loan Facility. For a summary of interest payable under the Term Loan Facility, see “Revolving Credit Facility and Term Loan Facility” above.
Current report
CAPITALIZATION
Current report
At March 31, 2025, the Company’s capitalization consisted of $100.0 million of debt and $2.5 billion of market equity (calculated as shares of common stock outstanding multiplied by $24.19, the closing price of the Company’s common stock on the New York Stock Exchange on March 31, 2025).
Current report
Management seeks to maintain access to the capital resources necessary to manage the Company’s balance sheet. Accordingly, the Company may seek to obtain funds through additional debt or equity financings in a manner consistent with its intention to operate with a prudent debt capitalization policy.
Current report
The Revolving Credit Facility and Term Loan Facility 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 certain mergers and acquisitions and make distribution to its stockholders. 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 and accelerated maturities.
Current report
In conjunction with the redevelopment of convenience shopping centers, the Company has entered into commitments with general contractors aggregating approximately $0.1 million for its consolidated properties at March 31, 2025. 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. These contracts typically can be changed or terminated without penalty.
Current report
CRITICAL ACCOUNTING ESTIMATES
Showing the first 40 of 42 passages. Open the source sections for the rest.
Removed paragraphs (49)
Previous report
Curbline Properties Corp. is a Maryland corporation formed to own, manage, lease, acquire, and develop a portfolio of convenience properties. As of September 30, 2024, the Company’s portfolio consisted of 79 properties comprising approximately 2.7 million square feet of gross leasable area (“GLA”). Prior to the Company's separation on October 1, 2024, the Company was a wholly owned subsidiary of SITE Centers Corp. (“SITE Centers”).
Previous report
The Company intends to focus on the wealthiest submarkets in the United States with significant barriers to entry. The Curbline Properties portfolio is generally located in submarkets with compelling long-term population and employment growth prospects and above-average household incomes as compared to all shopping centers in the United States.
Previous report
Spin-off from SITE Centers Corp.
Previous report
In connection with the separation from SITE Centers on October 1, 2024, the Company, Curbline Properties LP (the “Operating Partnership”) and SITE Centers entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), which provided for the principal transactions necessary to consummate the spin-off, including the allocation among the Company, the Operating Partnership and SITE Centers of SITE Centers’ assets, liabilities and obligations attributable to periods both prior to and following the spin-off. In particular, the Separation and Distribution Agreement provided, among other things, that certain assets relating to Curbline Properties’ business were to be transferred to the Operating Partnership or the applicable Curbline Properties subsidiary, including equity interests of certain SITE Centers subsidiaries that held assets and liabilities related to Curbline Properties’ interests in real property, certain tangible personal property, cash and cash equivalents held in Curbline Properties accounts (including the transfer to Curbline Properties of unrestricted cash of $800.0 million upon consummation of the spin-off) and other assets primarily used or held primarily for use in Curbline Properties’ business. The Separation and Distribution Agreement also provided that certain liabilities relating to Curbline Properties’ business were to be transferred to the Operating Partnership or the applicable Curbline Properties subsidiary, including liabilities relating to or arising out of the operation of Curbline Properties’ business after the effective time of the spin-off and liabilities expressly allocated to Curbline Properties or one of its subsidiaries by the Separation and Distribution Agreement or certain other agreements entered into in connection with the spin-off. The Separation and Distribution Agreement governs the rights and obligations among the Company, the Operating Partnership and SITE Centers regarding the distribution both prior to and following the completion of the separation. SITE Centers distributed 100% of the outstanding common stock of Curbline Properties to holders of record of SITE Centers common shares as of the close of business on September 23, 2024, the record date. On October 1, 2024, holders of SITE Centers common shares received two shares of Curbline Properties common stock for every one common share of SITE Centers held on the record date.
Previous report
Additionally, the Separation and Distribution Agreement contains provisions that obligate SITE Centers to complete certain redevelopment projects at properties that are owned by the Company. As of September 30, 2024, these redevelopment projects were estimated to cost SITE Centers $33.7 million to complete.
Previous report
On October 1, 2024, the Company, the Operating Partnership and SITE Centers also entered into a Shared Services Agreement (the “Shared Services Agreement”), which provides that, subject to the supervision of SITE Centers’ Board of Directors, the Operating Partnership or its affiliates will provide SITE Centers leadership and management services and transaction services, including the provision of personnel at both the leadership and operations levels.
Previous report
The Shared Services Agreement also requires SITE Centers to provide the Operating Partnership and its affiliates the services of its employees and the use or benefit of SITE Centers’ assets, offices and other resources as may be necessary or useful to establish and operate various business functions of the Operating Partnership and its affiliates in a manner as would be established and operated for a REIT similarly situated to the Company.
Previous report
The Operating Partnership will pay SITE Centers a fee in the aggregate amount of 2.0% of the Company's Gross Revenue (as defined in the Shared Services Agreement) during the term of the Shared Services Agreement to be paid in monthly installments. There is no separate fee paid by SITE Centers in connection with the provision of services by the Operating Partnership or its affiliates under the Shared Services Agreement. Unless terminated earlier, the term of the Shared Services Agreement will expire on October 1, 2027. In the event of certain early terminations of the Shared Services Agreement, SITE Centers will be obligated to pay a termination fee to the Operating Partnership equal to $2.5 million multiplied by the number of whole or partial fiscal quarters remaining in the Shared Services Agreement’s three-year term (or $12.0 million in the event SITE Centers terminates the agreement for convenience on its second anniversary).
Previous report
The Company, the Operating Partnership and SITE Centers also entered into a tax matters agreement, which governs the rights, responsibilities and obligations of the parties following the spin-off with respect to various tax matters and provides for the allocation of tax-related assets, liabilities and obligations. In addition, the Company, the Operating Partnership and SITE Centers entered into an employee matters agreement, which governs the respective rights, responsibilities, and obligations of the parties following the spin-off with respect to transitioning employees, equity plans and retirement plans, health and welfare benefits, and other employment, compensation and benefit-related matters.
Previous report
Company Activity
Previous report
Leased rate of 95.4% at September 30, 2024, as compared to 96.7% at December 31, 2023 and 96.3% at September 30, 2023. The change in leased rate is primarily attributable to acquisitions; and
Previous report
Occupied rate of 93.8% at September 30, 2024, as compared to 94.8% at December 31, 2023 and 93.6% at September 30, 2023. The change in occupied rate is primarily attributable to acquisitions.
Previous report
The net amount reported was primarily attributable to the impact of tenants on the cash basis of accounting and related reserve adjustments.
Previous report
Amounts primarily related to transaction costs, which include advisory, legal and professional fees due to the spin-off.
Previous report
Net (Loss) Income (in thousands)
Previous report
The decrease in net (loss) income attributable to Curbline Predecessor, as compared to the prior-year period, was primarily the result of transaction costs related to the spin-off, partially offset by the net impact of property acquisitions.
Previous report
The Company was in a net cash position at the time of its separation from SITE Centers with approximately $800.0 million of cash on hand, a $400.0 million unsecured, undrawn line of credit and a $100.0 million unsecured, delayed draw term loan in place and no indebtedness. Cash flow from operations, as well as debt and equity financings, represent additional potential sources of proceeds to be used to execute on the Company’s business plan.
Previous report
Through September 30, 2024, the Company acquired the following convenience properties (in thousands of square feet and $):
Previous report
Subsequent to September 30, 2024 and through November 8, 2024, the Company acquired 12 properties aggregating approximately 204,000 square feet of GLA for an aggregate purchase price of $81.6 million.
Previous report
Construction and Redevelopment Pipeline
Previous report
The Company evaluates opportunities within the portfolio, particularly as it relates to the efficient use of the underlying real estate, which includes projects to expand and re-tenant various properties. The Company generally expects to commence construction on projects only after substantial tenant leasing has occurred. At September 30, 2024, the Company had approximately $2.3 million in construction in progress in various active consolidated projects. Pursuant to the terms of the Separation and Distribution Agreement, SITE Centers is obligated to complete three redevelopment projects at properties owned by Curbline Properties, the costs of which were estimated to be $33.7 million at September 30, 2024.
Previous report
FORWARD-LOOKING STATEMENTS
Previous report
MD&A should be read in conjunction with the Company’s combined financial statements and the notes thereto appearing elsewhere in this report. Historical results and percentage relationships set forth in the Company’s combined 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 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), 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 the section captioned “Risk Factors” included in the Information Statement.
Previous report
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:
Previous report
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;
Previous report
The Company could be adversely affected by changes in the local markets where its properties are located, as well as by adverse changes in regional or national economic and market conditions;
Previous report
The Company may fail to anticipate the effects on its properties of changes in consumer practices, 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;
Previous report
The Company is subject to competition for tenants from other owners of retail properties, and its tenants are subject to competition from other sectors, including those who utilize different methods of distribution. The Company is dependent upon the successful operations and financial condition of its tenants and could be adversely affected by the bankruptcy of those tenants;
Previous report
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. The acquisition of certain assets may subject the Company to liabilities, including environmental liabilities. 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;
Previous report
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;
Previous report
Changes in interest rates could adversely affect the market price of the Company’s common stock, its ability to finance acquisitions and prices realized, as well as its performance, interest expense levels and cash flow;
Previous report
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;
Previous report
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 stock;
Previous report
Inflationary pressures could result in reductions in tenant profitability, consumer discretionary spending and tenant demand to lease space. Inflation could also increase the costs incurred by the Company to operate its properties and finance its operations and could adversely impact the valuation of its properties, all of which could have an adverse effect on the market price of the Company’s common stock;
Previous report
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;
Previous report
The Company must make distributions to stockholders 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;
Previous report
The outcome of litigation, including litigation with tenants, may adversely affect the Company’s results of operations and financial condition;
Previous report
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;
Previous report
The Company and its tenants could be negatively affected by the impacts of pandemics and other public health crises;
Previous report
The Company is subject to potential environmental liabilities;
Showing the first 40 of 49 passages. Open the source sections for the rest.
Reworded paragraphs (45)
Previous wording
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 Curbline Properties Corp., its combined subsidiaries and Curbline Properties Corp. Predecessor (collectively, the “Company” or “Curbline Properties”) and other factors that may affect the Company’s future results. “Curbline Properties Corp. Predecessor” means the combination of entities under common control that have been “carved out” of SITE Centers’ consolidated financial statements and presented on a combined basis. The Company believes it is important to read the MD&A in conjunction with the information statement included as Exhibit 99.1 to the Company’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on September 3, 2024 (the “Information Statement”) as well as other publicly available information.
Current wording
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 Curbline Properties Corp. and its consolidated subsidiaries (collectively, the “Company” or “Curbline”) 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 the Company’s consolidated financial statements and the notes thereto appearing elsewhere in this report as well as its Annual Report on Form 10-K for the year ended December 31, 2024 and other publicly available information.
Previous wording
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;
Current wording
The Company considers portions of the information in this quarterly report, including MD&A, 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 expectation for future periods. Although the Company believes that the expectations reflected in such 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 historical fact, including statements regarding the Company’s projected operational and financial performance, strategy, prospects and plans, may be deemed to be forward-looking statements. There are a number of important factors that could cause our results to differ materially from those indicated by such forward-looking statements, including, among other factors, (1) changes in the economic performance and value of the Company’s properties as a result of broad economic and local conditions, such as inflation, interest rate volatility and market reaction to tariffs and other trade policies; (2) changes in local conditions such as an increase or decrease in the supply of, or demand for, retail real estate space in our geographic markets; (3) the impact of changes in consumer trends, distribution channels, suburban population, retailing practices and the space needs of tenants; (4) our dependence on rental income which depends on the successful operations and financial condition of tenants, the loss of which, including as a result of downsizing or bankruptcy, could result in significant occupancy loss and negatively impact rental income from our properties; (5) our ability to enter into new leases and renew existing leases, in each case, on favorable terms; (6) our ability to identify, acquire, construct or develop additional properties that produce the cash flows that we expect and may be limited by competitive pressures, and our ability to manage our growth effectively and capture the efficiencies of scale that we expect from expansion; (7) potential environmental liabilities; (8) our ability to secure debt and equity financing on commercially acceptable terms or at all; (9) the illiquidity of real estate investments which could limit our ability to make changes to our portfolio to respond to economic or other conditions; (10) property damage, expenses related thereto and other business and economic consequences (including the potential loss of rental revenues) resulting from climate change, natural disasters, public health crises and weather-related factors in locations where we own properties, the ability to estimate accurately the amounts thereof and the sufficiency and timing of any insurance recovery payments related to such damages; (11) any change in strategy; (12) the effect of future offerings of debt and equity securities on the value of our common stock; (1…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
Convenience properties are generally positioned on the curbline of well-trafficked intersections and major vehicular corridors, offering excellent access and visibility, dedicated parking and often include drive-thru units, with approximately half of the Company’s properties having at least one drive-thru unit as of September 30, 2024. Convenience properties generally consist of a homogenous row of primarily small-shop units leased to a diversified mixture of national and local service and restaurant tenants that cater to daily convenience trips from the growing suburban population and typically experience more customer foot traffic per square foot than anchored retail. The property type has the opportunity to generate above-average, occupancy-neutral cash flow growth driven by high retention rates and limited operating capital expenditures given the standardized site plan and depth of leasing prospects that can utilize existing square footage and provide significant tenant diversification. As of September 30, 2024, the median GLA of a property in the Curbline Properties portfolio was 21,000 square feet with 92% of base rent generated by units less than 10,000 square feet.
Current wording
Convenience shopping centers are generally positioned on the curbline of well-trafficked intersections and major vehicular corridors, offering excellent access and visibility, dedicated parking and often include drive-thru units, with approximately half of the Company’s properties having at least one drive-thru unit as of March 31, 2025. Convenience shopping centers generally consist of a homogenous row of primarily small-shop units leased to a diversified mixture of national, regional and local service and restaurant tenants that cater to daily convenience trips from the growing suburban population and typically experience more customer foot traffic per square foot than anchored retail. The property type has the opportunity to generate above-average, occupancy-neutral cash flow growth driven by high retention rates and limited operating capital expenditures given the standardized site plan and the depth of leasing prospects that can utilize existing square footage and provide significant tenant diversification. As of March 31, 2025, the median GLA of a property in the Curbline portfolio was approximately 20,000 square feet with 94% of base rent generated by units less than 10,000 square feet.
Previous wording
The Company believes the creation of the first publicly traded real estate investment trust (“REIT”) focused exclusively on the convenience real estate sector positions it well to take advantage of the highly fragmented but liquid marketplace for convenience properties in order to aggregate this type of real estate. As of the date of its separation from SITE Centers, the Company was in a net cash and debt-free position with $800.0 million of cash on hand plus significant access to debt capital in order to grow its asset base through acquisitions with no additional near-term equity required. Additionally, with over 68,000 convenience properties in the United States (950 million square feet of GLA) and over $41 billion of convenience assets traded in the period of 2019 to 2023 (primarily among private investors), the market provides a substantial addressable opportunity for the Company to scale and differentiate itself as the first mover public REIT exclusively focused on convenience assets.
Current wording
The Company believes that as the first and only publicly traded real estate company focused exclusively on the convenience real estate sector it is well positioned to take advantage and aggregate the highly fragmented but liquid marketplace for convenience shopping centers. As of March 31, 2025, the Company was in a net cash position with $594.0 million of cash on hand plus significant access to debt capital in order to grow its asset base through acquisitions. With over 68,000 convenience shopping centers in the United States (950 million square feet of GLA) and a liquid transaction market (primarily among private investors), the property type provides a substantial addressable opportunity for the Company to scale and differentiate itself as the first mover public REIT exclusively focused on convenience assets.
Previous wording
Acquired 12 properties for an aggregate purchase price of $81.6 million; and
Current wording
Acquired 16 properties for an aggregate purchase price of $139.1 million;
Previous wording
Signed new leases and renewals for approximately 257,000 square feet of GLA, which included 77,000 square feet of new leasing volume;
Current wording
Signed new leases and renewals for approximately 124 thousand square feet of GLA, which included approximately 38 thousand square feet of new leasing volume;
Previous wording
The annualized base rent (“ABR”) per square foot was $35.65 at September 30, 2024, as compared to $35.84 at December 31, 2023 and $35.31 at September 30, 2023. The change in ABR is attributable to acquisitions and rent growth from rent steps and renewals;
Current wording
The ABR per square foot was $35.14 at March 31, 2025, as compared to $35.62 at December 31, 2024 and $35.87 at March 31, 2024. The change in ABR was primarily attributable to property acquisitions, partially offset by rent growth from rent steps and renewals, including options; and
Previous wording
The following provides an overview of the Company’s key financial metrics (see Non-GAAP Financial Measures described later in this section) (in thousands):
Current wording
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):
Previous wording
The changes in base and percentage rental income for the nine months ended September 30, 2024, were due to the following (in millions):
Current wording
The changes in base and percentage rental income for the three months ended March 31, 2025, were due to the following (in millions):
Previous wording
At September 30, 2024 and 2023, the Company owned 79 and 61 wholly owned properties, respectively, with an aggregate occupancy rate of 93.8% and 93.6%, respectively, and average ABR per occupied square foot of $35.65 and $35.31, respectively.
Current wording
At March 31, 2025 and 2024, the Company owned 107 and 67 wholly owned properties, respectively, with an aggregate occupancy rate of 93.5% and 94.9%, respectively, and average ABR per occupied square foot of $35.14 and $35.87, respectively.
Previous wording
Recoveries from tenants were approximately 97.7% and 96.4% of operating expenses and real estate taxes for the nine months ended September 30, 2024 and 2023, respectively.
Current wording
The increase in recoveries from tenants is primarily due to acquisitions. Recoveries from tenants were approximately 92.4% and 96.2% of operating expenses and real estate taxes for the three months ended March 31, 2025 and 2024, respectively. The lower recovery rate was primarily the result of the Spin-Off as the results prior to the Spin-Off do not represent the historical results of a legal entity, but rather a combination of entities under common control that have been “carved out” of SITE Centers’ consolidated financial statements and presented on a combined basis which impacts the comparability between periods.
Previous wording
During the nine months ended September 30, 2024, the amount reported includes $3.8 million from lease terminations and the assumption of buildings due to ground lease terminations.
Current wording
During the three months ended March 31, 2025 and 2024, the amount reported includes $0.9 million and $2.0 million, respectively, from lease terminations and the assumption of buildings due to ground lease terminations.
Previous wording
The changes for the nine months ended September 30, 2024, were due to the following (in millions):
Current wording
The changes for the three months ended March 31, 2025, were due to the following (in millions):
Previous wording
General and administrative expenses for the nine months ended September 30, 2024 and 2023, were approximately 8.5% and 5.0% of total revenues (excluding uncollectible revenue), respectively, for the comparable periods. General and administrative expenses represent the allocation of indirect costs and expenses incurred by SITE Centers related to the Company primarily consisting of compensation and other general and administrative costs that have been allocated using the GLA of the Company.
Current wording
For the three months ended March 31, 2025, primarily represents salaries, benefits and stock-based compensation of the Company’s employees as well as legal, audit, tax and compliance services, board compensation and the shared services fee. For the three months ended March 31, 2024, primarily represents the allocation of indirect costs and expenses incurred by SITE Centers related to the Company’s business consisting of compensation and other general and administrative expenses that have been allocated using the GLA of the Company.
Previous wording
Consists of interest expense incurred on secured mortgages. Mortgages were repaid in December 2023 and May 2024.
Current wording
For the three months ended March 31, 2025, consists of fees paid and amortization of loan costs related to the Company’s revolving and term loan credit facility. For the three months ended March 31, 2024, consists of interest expense incurred and amortization of loan costs relating to secured mortgages. These mortgages were repaid in May 2024.
Previous wording
For the nine months ended September 30, 2024, the decrease in net income and FFO attributable to Curbline Predecessor, as compared to the prior year period, was primarily the result of the transaction costs related to the spin-off of the Company from SITE Centers, discussed below, partially offset by net impact of property acquisitions.
Current wording
The increase in net income attributable to Curbline for the three months ended March 31, 2025, as compared to the prior-year period, was primarily the result of the impact of property acquisitions, an increase in interest income and a decrease in transaction costs related to the Spin-Off, partially offset by an increase in general and administrative expenses.
Previous wording
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.
Current wording
FFO excludes GAAP historical cost depreciation and amortization of real estate and real estate investments, which assumes 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.
Previous wording
FFO is generally defined and calculated by the Company as net income (loss) (computed in accordance with GAAP), adjusted to exclude (i) gains and losses from disposition of real estate property, which are presented net of taxes, if any, (ii) impairment charges on real estate property and (iii) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles. The Company’s calculation of FFO is consistent with the definition of FFO provided by the National Association of Real Estate Investment Trusts (“NAREIT”).
Current wording
FFO is generally defined and calculated by the Company as net income (loss) attributable to Curbline (computed in accordance with GAAP), adjusted to exclude (i) gains and losses from disposition of real estate property, which are presented net of taxes, (ii) impairment charges on real estate property, (iii) gains and losses from changes in control and (iv) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles net of depreciation allocated to non-controlling interests. The Company’s calculation of FFO is consistent with the definition of FFO provided by the National Association of Real Estate Investment Trusts (“NAREIT”).
Previous wording
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. The disclosure of these adjustments is regularly requested by users of the Company’s financial statements.
Current wording
The Company believes that certain charges, income and gains/losses 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 non-operating charges, income and gains/losses 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 early extinguishments of debt, transaction costs and other restructuring type costs, including employee separation costs. The disclosure of these adjustments is regularly requested by users of the Company’s financial statements.
Previous wording
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 reasonably be expected to recur in future results of operations.
Current wording
The adjustment for these charges, income and gains/losses 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/losses are non-recurring. These charges, income and gains could reasonably be expected to recur in future results of operations.
Previous wording
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 combined financial statements. Reconciliations of these measures to their most directly comparable GAAP measure of net income (loss) have been provided below.
Current wording
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 have been provided below.
Previous wording
A reconciliation of net (loss) income to FFO and Operating FFO is as follows (in thousands). The Company provides no assurances that these charges and gains adjusted in the calculation of Operating FFO are non-recurring. These charges and gains could reasonably be expected to recur in future results of operations.
Current wording
A reconciliation of net income to FFO and Operating FFO is as follows (in thousands). The Company provides no assurances that these charges, income and gains adjusted in the calculation of Operating FFO are non-recurring. These charges, income and gains could reasonably be expected to recur in future results of operations.
Previous wording
The decrease in net (loss) income and FFO for the nine months ended September 30, 2024, as compared to the prior-year period, was primarily due to the increase in transactions costs due to the spin-off, partially offset by the net impact of property acquisitions. The increase in Operating FFO for the nine months ended September 30, 2024, as compared to the prior-year period, was primarily due to the net impact of property acquisitions.
Current wording
The increase in net income and FFO attributable to Curbline for the three months ended March 31, 2025, as compared to the prior-year period, was primarily attributable to the impact of property acquisitions, an increase in interest income and a decrease in transaction costs related to the Spin-Off, partially offset by an increase in general and administrative expenses. The increase in Operating FFO attributable to Curbline was primarily due to the impact of property acquisitions and higher interest income, partially offset by higher general and administrative expenses.
Previous wording
The Company requires capital to fund its business plan including investment activities, capital expenditures and operating expenses. Immediately following its separation from SITE Centers, the Company’s primary sources of capital consisted of approximately $800.0 million of cash on hand, a $400.0 million unsecured, undrawn line of credit and a $100.0 million unsecured, delayed draw term loan, along with cash flow from operations. The Company may also raise additional capital as appropriate to finance the growth of its business.
Current wording
The Company requires capital to fund its business plan including investment activities, capital expenditures and operating expenses. At March 31, 2025, the Company’s primary sources of capital were unrestricted cash balances of $594.0 million and a $400.0 million unsecured, undrawn line of credit, along with cash flow from operations. The Company may also raise additional capital as appropriate to finance the growth of its business. Debt outstanding was $100.0 million as of March 31, 2025. As of December 31, 2024, there was no indebtedness outstanding.
Previous wording
In connection with the separation, the Operating Partnership, as borrower, the Company, the lenders named therein and Wells Fargo Bank, National Association, as administrative agent entered into a credit agreement (the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility in the amount of $400.0 million (the “Revolving Credit Facility”) and a delayed draw term loan facility in the amount of $100.0 million (the “Term Loan Facility” and together with the Revolving Credit Facility, the “Credit Facilities”). The aggregate amount available under the Credit Facilities may be increased up to $750.0 million so long as existing or new lenders agree to provide incremental commitments and subject to the satisfaction of certain customary conditions.
Current wording
In connection with the Spin-Off, the Operating Partnership, as borrower, the Company, the lenders named therein and Wells Fargo Bank, National Association, as administrative agent entered into a credit agreement (the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility in the amount of $400.0 million (the “Revolving Credit Facility”) and a delayed draw term loan facility in the amount of $100.0 million (the “Term Loan Facility” and together with the Revolving Credit Facility, the “Credit Facilities”). The aggregate amount available under the Credit Facilities may be increased up to $750.0 million so long as existing or new lenders agree to provide incremental commitments and subject to the satisfaction of certain customary conditions.
Previous wording
The Revolving Credit Facility matures in October 2028, subject to two six-month options to extend the maturity to October 2029 at the Operating Partnership’s option and subject to the satisfaction of certain conditions. Borrowings under the Revolving Credit Facility bear interest at variable rates at the Operating Partnership’s election, based on either (i) the term or daily simple SOFR rate plus a credit spread adjustment plus an applicable margin, or (ii) the alternative base rate plus an applicable margin. The Revolving Credit Facility also provides for a facility fee, paid on a quarterly basis. Each of the applicable margin and the facility fee under the Revolving Credit Facility varies based on whether the Company has obtained a long-term senior unsecured debt rating of at least BBB- (or the equivalent) from S&P Global Ratings or Fitch Investor Services Inc. or a long-term unsecured debt rating of Baa3 (or the equivalent) from Moody’s Investors Service, Inc. (each, an “IG Rating”). Prior to obtaining an IG Rating, each of the applicable margin and facility fee is based on the Company’s ratio of consolidated outstanding indebtedness to consolidated market value and after obtaining an IG Rating, the applicable margin and facility fee will be based on the Company’s IG Rating. No amounts were drawn under the Revolving Credit Facility as of the spin-off date.
Current wording
The Revolving Credit Facility matures on September 29, 2028, subject to two six-month options to extend the maturity to September 29, 2029 at the Operating Partnership’s option and subject to the satisfaction of certain conditions. Borrowings under the Revolving Credit Facility bear interest at variable rates at the Operating Partnership’s election, based on either (i) the term or daily simple SOFR rate plus a credit spread adjustment plus an applicable margin, or (ii) the alternative base rate plus an applicable margin. The Revolving Credit Facility also provides for a facility fee, paid on a quarterly basis. Each of the applicable margin and the facility fee under the Revolving Credit Facility varies based on whether the Company has obtained a long-term senior unsecured debt rating of at least BBB- (or the equivalent) from S&P Global Ratings or Fitch Investor Services Inc. or a long-term unsecured debt rating of Baa3 (or the equivalent) from Moody’s Investors Service, Inc. (each, an “IG Rating”). Prior to obtaining an IG Rating, each of the applicable margin and facility fee is based on the Company’s ratio of consolidated outstanding indebtedness to consolidated market value and after obtaining an IG Rating, the applicable margin and facility fee will be based on the Company’s IG Rating. No amounts were drawn under the Revolving Credit Facility as of March 31, 2025.
Previous wording
Loans under the Term Loan Facility may be drawn in whole or in part during the availability period, which terminates on April 1, 2025. Any loan under the Term Loan Facility drawn prior to such termination date will mature in October 2027, subject to two one-year options to extend its maturity to October 2029 at the Operating Partnership’s option and subject to the satisfaction of certain conditions. Loans under the Term Loan Facility bear interest at variable rates at the Operating Partnership’s election, based on either (i) the term or daily simple SOFR rate plus a credit spread adjustment plus an applicable margin or (ii) the alternative base rate plus an applicable margin. The Term Loan Facility also provides for the payment of a ticking fee. Similar to the Revolving Credit Facility, the applicable margin under the Term Loan Facility varies. Prior to obtaining an IG Rating, the applicable margin is based on the Company’s ratio of consolidated outstanding indebtedness to consolidated market value and after the obtaining an IG Rating, the applicable margin will be based on the Company’s IG Rating. No loans were drawn under the Term Loan Facility as of the spin-off date.
Current wording
Loans under the Term Loan Facility were permitted to be drawn in whole or in part during the availability period, which terminated on April 1, 2025. The Company drew $100.0 million on the Term Loan Facility in March 2025 which will mature on October 1, 2027, subject to two one-year options to extend its maturity to October 1, 2029 at the Operating Partnership’s option and subject to the satisfaction of certain conditions. Loans under the Term Loan Facility bear interest at variable rates at the Operating Partnership’s election, based on either (i) the term or daily simple SOFR rate plus a credit spread adjustment plus an applicable margin or (ii) the alternative base rate plus an applicable margin. The Term Loan Facility also provided for the payment of a ticking fee prior to the expiration of the Term Loan Facility availability period. Similar to the Revolving Credit Facility, the applicable margin under the Term Loan Facility varies. Prior to obtaining an IG Rating, the applicable margin is based on the Company’s ratio of consolidated outstanding indebtedness to consolidated market value and after obtaining an IG Rating, the applicable margin will be based on the Company’s IG Rating. As of March 31, 2025, $100.0 million is outstanding under the Term Loan Facility.
Previous wording
The Credit Facilities contain certain customary 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 sell all or substantially all of the Company’s assets and engage in certain mergers and acquisitions. The Credit Facilities also contain customary default provisions including, among other things, the failure to make timely payments of principal and interest payable thereunder and the failure of the Company or its subsidiaries to pay, when due, certain indebtedness in excess of certain thresholds beyond applicable grace and cure periods.
Current wording
The Credit Facilities contain certain customary 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 sell all or substantially all of the Company’s assets and engage in certain mergers and acquisitions. The Credit Facilities also contain customary default provisions including, among other things, the failure to make timely payments of principal and interest payable thereunder and the failure of the Company or its subsidiaries to pay, when due, certain indebtedness in excess of certain thresholds beyond applicable grace and cure periods. As of March 31, 2025, the Company was in compliance with all its financial covenants governing its debt. Although the Company believes it will continue 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.
Previous wording
On October 24, 2024, the Company entered into a $100.0 million forward interest rate swap agreement to fix the variable-rate SOFR component of the Company's $100.0 million Term Loan Facility to 3.578%, from April 1, 2025 through October 1, 2028. The all-in rate of the Term Loan Facility will be fixed at 4.978% based on the loan’s current applicable spread.
Current wording
The Company maintains a $100.0 million interest rate swap agreement to fix the variable-rate SOFR component of the Company’s $100.0 million Term Loan Facility to 3.578%, from April 1, 2025 through October 1, 2028. The all-in rate of the Term Loan Facility is fixed at 5.078% based on the loan’s current applicable spread.
Previous wording
As part of its growth strategy, the Company may incur a substantial amount of debt to finance future acquisitions, including debt that refinances or replaces borrowings under the Revolving Credit Facility or the Term Loan Facility. While the Company believes it has several viable sources to obtain capital and fund its business, the sources of funds could be affected by various risks and uncertainties.
Current wording
As part of its growth strategy, the Company may incur additional debt to finance future acquisitions, including debt that refinances or replaces borrowings under the Revolving Credit Facility or the Term Loan Facility. While the Company believes it has several viable sources to obtain capital and fund its business, the sources of funds could be affected by various risks and uncertainties.
Previous wording
The Company anticipates making distributions to holders of its common stock to satisfy the requirements to qualify as a REIT and generally not be subject to U.S. federal income and excise tax (other than with respect to operations conducted through a taxable REIT subsidiary of the Company). U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its REIT taxable income. The Company generally intends to make distributions with respect to each taxable year in an amount at least equal to its REIT taxable income for such taxable year. To the extent that cash available for distribution is less than the Company’s REIT taxable income, the Company may make a portion of its distributions in the form of additional shares of common stock, and any such distribution of such common stock may be taxable as a dividend to stockholders.
Current wording
The Company anticipates making distributions to holders of its common stock to satisfy the requirements to qualify as a REIT and generally not be subject to U.S. federal income tax (other than with respect to operations conducted through a taxable REIT subsidiary of the Company) and excise tax. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its REIT taxable income. The Company generally intends to make distributions with respect to each taxable year in an amount at least equal to its REIT taxable income for such taxable year. To the extent that cash available for distribution is less than the Company’s REIT taxable income, the Company may make a portion of its distributions in the form of additional shares of common stock, and any such distribution of such common stock may be taxable as a dividend to stockholders.
Previous wording
Although the Company generally expects to declare and pay distributions on a quarterly basis, the Company’s Board of Directors (the “Curbline Properties Board”) will evaluate its distribution policy regularly in order to maintain sufficient liquidity for operations and in order to maximize the Company’s free cash flow while still adhering to REIT payout requirements and minimizing federal income taxes (excluding federal income taxes applicable to its taxable REIT subsidiary activities). The Curbline Properties Board may choose not to declare a distribution in 2024, unless necessary to satisfy certain requirements for the Company to be taxed as a REIT.
Current wording
Although the Company generally expects to declare and pay distributions on a quarterly basis, the Company’s Board of Directors (the “Curbline Board”) will evaluate its distribution policy regularly in order to maintain sufficient liquidity for operations and in order to maximize the Company’s free cash flow while still adhering to REIT payout requirements and minimizing federal income taxes (excluding federal income taxes applicable to its taxable REIT subsidiary activities).
Previous wording
Any distributions the Company makes to its stockholders will be at the discretion of the Curbline Properties Board and will depend upon, among other things, the Company’s actual and anticipated results of operations and liquidity, which will be affected by various factors, including the income from its portfolio, its operating expenses and any other expenditures.
Current wording
Any distributions the Company makes to its stockholders will be at the discretion of the Curbline Board and will depend upon, among other things, the Company’s actual and anticipated results of operations and liquidity, which will be affected by various factors, including the income from its portfolio, its operating expenses and any other expenditures.
Previous wording
The Company expects that its core business of leasing space to well capitalized retailers will continue to generate consistent cash flow after expenses. The following presents a summary of combined statements of cash flow (in thousands):
Current wording
The Company expects that its core business of leasing space to well capitalized retailers will continue to generate consistent cash flow after expenses. The following presents a summary of consolidated statements of cash flow (in thousands):
Previous wording
Changes in cash flows for the nine months ended September 30, 2024, compared to the prior-year period, are as follows:
Current wording
Changes in cash flows for the three months ended March 31, 2025, compared to the prior-year period, are as follows:
Previous wording
Operating Activities: Cash provided by operating activities decreased $23.7 million primarily due to higher transaction costs related to the spin-off and partially offset by the net impact of property acquisitions.
Current wording
Operating Activities: Cash provided by operating activities increased $9.9 million primarily due to the timing of payments relating to property and liability insurance, the impact from property acquisitions, a decrease in transaction costs related to the Spin-Off and an increase in interest income.
Previous wording
Investing Activities: Cash used for investing activities increased $115.6 million primarily due to the increase in real estate assets acquired.
Current wording
Investing Activities: Cash used for investing activities increased $105.5 million primarily due to the increase in real estate assets acquired.
Previous wording
Financing Activities: Cash provided by financing activities increased $140.6 million primarily due to the increase in transactions with SITE Centers of $170.7 million offset by an increase in the repayment of mortgage debt and loan costs of $30.1 million.
Current wording
Financing Activities: Cash provided by financing activities increased $62.3 million primarily due to the proceeds from term loan of $100 million, partially offset by dividends paid of $26.5 million and lower transactions with SITE Centers of $8.3 million.
Previous wording
The Company remains committed to maintaining sufficient liquidity and financial flexibility in order to pursue its stated business plan to acquire additional convenience properties and scale the Company's portfolio while managing its overall risk profile.
Current wording
The Company remains committed to maintaining sufficient liquidity and financial flexibility in order to pursue its stated business plan to acquire additional convenience properties and scale the Company’s portfolio while managing its overall risk profile. Cash flow from operations, as well as debt and equity financings, represent additional potential sources of proceeds to be used to execute on the Company’s business plan.
Previous wording
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 September 30, 2024, the Company had purchase order obligations, typically payable within one year, aggregating approximately $0.5 million related to the maintenance of its properties.
Current wording
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, 2025, the Company had purchase order obligations, typically payable within one year, aggregating approximately $0.9 million related to the maintenance of its properties.
Showing the first 40 of 45 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OPERATIONS
Current report — wording carried from elsewhere
SPNOI is not, and is not intended to be, a presentation in accordance with GAAP. SPNOI 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. SPNOI does not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use SPNOI as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. SPNOI does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs. SPNOI 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 SPNOI to their most directly comparable GAAP measure of net income is provided below.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Entered into a credit agreement which provides for a revolving credit facility in the amount of $400.0 million and a delayed draw term loan facility in the amount of $100.0 million.
Previous report — wording carried elsewhere
Debt outstanding was $25.8 million December 31, 2023. As of September 30, 2024, there was no indebtedness outstanding.