SITE Centers Corp

Nature of Business and Financial Statement Presentation

Nature of Business

SITE Centers Corp. and its related consolidated real estate subsidiaries (collectively, the “Company” or “SITE Centers”) and unconsolidated joint ventures are primarily engaged in the business of owning, leasing, acquiring, redeveloping and managing shopping centers. Unless otherwise provided, references herein to the Company or SITE Centers include SITE Centers Corp. and its wholly-owned subsidiaries. The Company’s tenant base includes a mixture of national and regional retail chains and local tenants. Consequently, the Company’s credit risk is primarily concentrated in the retail industry.

On October 1, 2024, the Company completed the spin-off of 79 convenience retail properties consisting of approximately 2.7 million square feet of gross leasable area (“GLA”) into a separate, publicly-traded company named Curbline Properties Corp. (“Curbline” or “Curbline Properties”). The spin-off of the convenience properties represented a strategic shift in the Company’s business and, as such, the Curbline properties are reflected as discontinued operations in the consolidated financial statements for the three months ended March 31, 2024.

Use of Estimates in Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates.

Unaudited Interim Financial Statements

These financial statements have been prepared by the Company in accordance with GAAP for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three months ended March 31, 2025 and 2024, are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Principles of Consolidation

The consolidated financial statements include the results of the Company and all entities in which the Company has a controlling interest or has been determined to be the primary beneficiary of a variable interest entity. All significant intercompany balances and transactions have been eliminated in consolidation. Investments in real estate joint ventures in which the Company has the ability to exercise significant influence, but does not have financial or operating control, are accounted for using the equity method of accounting. Accordingly, the Company’s share of the earnings (or loss) of these joint ventures is included in consolidated net income (loss).

Disposition of Real Estate

For the three months ended March 31, 2025, the Company didnot sell any wholly-owned real estate; however, the Company recorded $8.4 million of other property revenues in conjunction with the resolution of a condemnation proceeding with the State of Florida relating to business damages and compensation for land taken in 2022 at the Shoppes at Paradise Pointe. Of this amount, cash of $3.8 million was received during the quarter with the remaining amount of cash received in April 2025.

For the three months ended March 31, 2024, the Company sold three wholly-owned shopping centers for a gross sales price of$119.4 million resulting in gain on dispositions of $31.7 million.

Reclassifications

Certain prior period amounts reported have been reclassified to conform with current year presentation.

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

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

Segments

The Company has asingle operating segment. The Company’s shopping centers have common characteristics and are managed on a consolidated basis. The Company does not differentiate among properties on a geographical basis or any other basis for purposes of allocating resources or capital. The Company’s Chief Operating Decision Maker (“CODM”) may review operational and financial data on an ad-hoc basis at a property level. The CODM assesses performance for the segment and decides how to allocate resources based on net income as reported on the Company’s consolidated statements of operations. In addition, the CODM uses net operating income (“NOI”) as a supplemental measure to evaluate and assess the performance of the Company’s operating portfolio. NOI is defined as property revenues less property-related expenses and excludes depreciation and amortization expense, joint venture equity and fee income, interest income and expenses and corporate level transactions. The CODM uses net income and NOI to monitor budget versus actual results in assessing the performance of the Company’s properties to guide decisions regarding timing of property sales and payment of dividends. The CODM reviews significant expenses associated with the Company’s single reportable operating segment which are presented in the Company’s consolidated statements of operations. The measure of segment assets is reported in the Company’s consolidated balance sheets as total consolidated assets.

Recently Issued Accounting Standards

Income Taxes. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 which enhances income tax disclosure requirements in accordance with FASB Accounting Standards Codification (“ASC”) 740, Income Taxes. The amendments in this update are effective for annual reporting periods beginning after December 15, 2024. The Company will review the extent of the new disclosure necessary prior to implementation. Other than additional disclosure, the adoption of this ASU is not expected to have a material impact on the Company’s financial position and/or results of operations.

Expense Disaggregation Disclosures. In November 2024, the FASB issued ASU 2024-03, which requires additional disaggregated disclosure about certain income statement expense line items. ASU 2024-03 is effective for annual reporting years beginning after December 15, 2026 and interim periods within the fiscal years beginning after December 15, 2027. Other than additional disclosure, the adoption of this ASU is not expected to have a material impact on the Company’s financial position and/or results of operations.

Investments in and Advances to Joint Ventures

At March 31, 2025 and December 31, 2024, the Company had ownership interests in various unconsolidated joint ventures that had investments in 11 shopping center properties. Condensed combined financial information of the Company’s unconsolidated joint ventures is as follows (in thousands):

(A)The difference between the Company’s share of net income, as reported above, and the amounts included in the Company’s consolidated statements of operations is attributable to the amortization of basis differentials, the recognition of deferred gains and differences in gain (loss) on sale of certain assets recognized due to the basis differentials.

Revenues earned by the Company for providing asset management, property management and leasing and development services to all of the Company’s unconsolidated joint ventures were $1.2 million and $1.4 million for the three months ended March 31, 2025 and 2024, respectively.

Other Assets and Intangibles, net

Other assets and intangibles consist of the following (in thousands):

Amortization for the three months ended March 31, 2025 and 2024 related to the Company’s intangibles was as follows (in thousands):

4. Leases

The disaggregation of the Company’s lease income, which is included in Rental income on the Company’s consolidated statements of operations, as either fixed or variable lease income based on the criteria specified in ASC 842, for the three months ended March 31, 2025 and 2024, was as follows (in thousands):

(A)Includes minimum base rents, expense reimbursements, ancillary income and straight-line rent adjustments.

(B)Includes expense reimbursements, percentage and overage rent, lease termination fee income and ancillary income.

(C)The amounts represent adjustments associated with potentially uncollectible revenues and disputed amounts.

Indebtedness

The following table discloses certain information regarding the Company’s secured indebtedness (in thousands):

(A) The interest rate on variable-rate debt was calculated using the base rate and spread effective at the end of each reporting period.

On August 7, 2024, the Company closed and funded a $530.0 million mortgage loan (the “Mortgage Facility”) provided by affiliates of Atlas SP Partners, L.P. and Athene Annuity and Life Company. As of March 31, 2025, the outstanding balance was $206.9 million and 13 properties continued to serve as collateral for the Mortgage Facility. The Company is required to comply with certain covenants under the Mortgage Facility relating to net worth and liquidity. The Company was in compliance with these financial covenants at March 31, 2025.

Financial Instruments and Fair Value Measurements

The following methods and assumptions were used by the Company in estimating fair value disclosures of financial instruments.

Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, Accounts Payable and Other Liabilities

The carrying amounts reported in the Company’s consolidated balance sheets for these financial instruments approximated fair value because of their short-term maturities.

Debt

The following methods and assumptions were used by the Company in estimating fair value disclosures of debt. The fair market value for debt is estimated using a discounted cash flow technique that incorporates future contractual interest and principal payments and a market interest yield curve with adjustments for duration, optionality and risk profile, including the Company’s nonperformance risk and loan to value. The Company’s debt is classified as Level 3 in the fair value hierarchy. Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments.

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

Cash Flow Hedges of Interest Rate Risk

The Company may use swaps and caps as part of its interest rate risk management strategy. The swaps designated as cash flow hedges involved the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

Prior to the termination and repayment of amounts outstanding under a term loan agreement on August 15, 2024, the Company had one effective swap with a notional amount of $200.0 million, expiring in June 2027, which converted the variable-rate SOFR component of the interest rate applicable to its term loan to a fixed rate of 2.75%. In 2024, in conjunction with the repayment of the term loan agreement, the swap was terminated and re-designated to convert the variable-rate SOFR component of the interest rate applicable to $200.0 million of the loan outstanding under the Mortgage Facility to a fixed rate of 2.75%. At the time of termination, the Company received a cash payment of $6.8 million and the fair value of the derivative remaining in Accumulated Other Comprehensive Income was $6.4 million. This amount is reclassified into interest expense in the period that the hedged forecasted transaction is probable of affecting earnings.

All components of the swap were included in the assessment of hedge effectiveness. The Company expects to reflect a decrease to interest expense (and a corresponding increase to earnings) of approximately $2.2 million within the next 12 months.

Other Comprehensive Income

The changes in Accumulated Other Comprehensive Income by component are as follows (in thousands):

(A)

Includes derivative financial instruments entered into by the Company and an unconsolidated joint venture.

8. Discontinued Operations

On October 1, 2024, the Company completed the spin-off of 79 convenience properties to Curbline, a separate publicly-traded company. The spin-off of the convenience properties represented a strategic shift in the Company’s business and, as such, the Curbline properties are reflected as discontinued operations for the three months ended March 31, 2024. The operating results related to the Curbline properties were as follows (in thousands):

The following table summarizes non-cash flow data related to discontinued operations (in millions):

For the period ended March 31, 2024, capital expenditures included in discontinued operations was $22.8 million.

9. Transactions with Curbline Properties

On October 1, 2024, the Company completed the spin-off of Curbline Properties. To govern certain ongoing relationships between the Company, Curbline Properties LP (the “Operating Partnership”) and Curbline Properties after the spin-off, and to provide for the allocation among the Company, the Operating Partnership and Curbline Properties of the Company’s assets, liabilities and obligations attributable to periods both prior to and following the separation of Curbline Properties and the Operating Partnership from SITE Centers, the Company, Curbline Properties and the Operating Partnership entered into agreements pursuant to which each provides certain services and has certain rights following the spin-off, and Curbline Properties, the Operating Partnership and SITE Centers indemnify each other against certain liabilities arising from their respective businesses. The Separation and Distribution Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Shared Services Agreement and other agreements governing ongoing relationships were negotiated between related parties and their terms, including fees and other amounts payable, may not be the same as if they had been negotiated at arm’s length with an unaffiliated third party.

Separation and Distribution Agreement

The Separation and Distribution Agreement contains obligations for the Company to complete certain redevelopment projects at properties that are owned by Curbline Properties. As of March 31, 2025, such redevelopment projects were estimated to cost$32.0 million to complete, which is recorded in Amounts payable to Curbline in the Company’s consolidated balance sheets.

Shared Services Agreement

The fair value of the services provided by the Company to Curbline Properties in excess of the fees and the fair value of the services received by the Company from Curbline Properties is reflected as$0.6 million of additional fee income within Fee and other income and$0.6 million of expense within Other income (expense), net, in the Company’s consolidated statements of operations for the three months ended March 31, 2025.

The Shared Services Agreement provides Curbline Properties the right to use the Company’s office space in New York, New York. This arrangement is considered an embedded lease based on the criteria specified in Topic 842. The sublease income received under the Shared Services Agreement of $0.4 million is included in Rental income on the Company’s consolidated statements of operations.

Summary

For the period ended March 31, 2025, the Company recorded in Fee and other income on the Company’s consolidated statements of operations a cash fee of $0.7 million which represents 2% of Curbline’s gross revenue and $0.6 million for the incremental fair value of services provided to Curbline offset by an embedded lease charge of $0.4 million. Amounts payable to Curbline and amounts receivable from Curbline as of March 31, 2025, under the agreements described above, aggregated $32.6 million (including obligations to complete redevelopments) and $0.2 million, respectively.

Earnings Per Share

On August 16, 2024, in anticipation of the spin-off of Curbline Properties, the Company effected a reverse stock split of its outstanding common shares at a ratio of one-for-four. Additionally, equitable adjustments were made to outstanding equity compensation awards on account of the dilutive impact of the October 2024 spin-off of Curbline Properties. All share and per share data included in these consolidated financial statements give retroactive effect to the reverse stock split for all periods presented.

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

For the three months ended March 31, 2024, Performance Restricted Stock Units issued to certain executives in March 2024, 2023 and 2022 were not included in the computation of diluted EPS because they were anti-dilutive due to the net loss. Basic average shares outstanding do not include Restricted Stock Units (“RSUs”) totaling 0.3 million that were not vested at March 31, 2025. Dividends are paid on the outstanding RSUs, which makes these shares participating securities.

Common Share Dividends

The Company didnot declare or pay a dividend for the first quarter of 2025. The Company declared a quarterly cash dividend of $0.52 per common share for the first quarter of 2024.

Subsequent Events

In March 2024, the Directors’ Deferred Compensation Plan was terminated and pursuant to its terms, in April 2025, all remaining account balances were distributed. As a result, Deferred compensation obligation will be reduced by $8.0 million with a corresponding adjustment to Treasury Stock.

In October 2024, consistent with the contractual obligations set forth in the Separation and Distribution agreement, SITE Centers entered into a lease agreement with Curbline pursuant to which SITE Centers will lease a portion of a property owned by Curbline in Miami, Florida for one year beginning on April 1, 2025. SITE Centers will pay annual rent of $0.8 million along with a proportionate share of real estate tax expense. The first payment was made by SITE Centers in April 2025 and will be reflected in General and administrative expense.