SITE Centers Corp.
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
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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.
Sep 30, 2025 · Filed Nov 5, 2025
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Notes to Condensed Consolidated Financial Statements
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 thethree and nine months ended September 30, 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 and nine months ended September 30, 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 and nine months ended September 30, 2025, the Company received gross proceeds of $277.2 million and $372.5 million, respectively from the sale offour andsix wholly-owned shopping centers resulting in gain on dispositions of $108.2 million and $159.7 million, respectively. In addition, 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.
For the three and nine months ended September 30, 2024, the Company received gross proceeds of $1,361.6 million and $2,245.1 million, respectively, from the sale of 25 and 40 wholly-owned shopping centers andone parcel at a wholly-owned shopping center resulting in gain on dispositions of $368.1 million and $633.2 million, respectively.
Revision of prior year balances
The consolidated statement of equity for the comparative periods shown for December 31, 2023 to June 30, 2024 and continuing to September 30, 2024, have been revised to correct an immaterial error in the the Company’s previously filed Quarterly Report on
Form 10-Q for the quarter ended September 30, 2024 (the “2024 Q3 Report”) related to a misclassification between additional paid-in capital and treasury stock pertaining to the cancellation of shares of the Company’s treasury stock that took place in August 2024. In the 2024 Q3 Report, the Company had reflected the retroactive impact of canceling shares of the Company’s treasury stock and should have shown the cancellation of shares of the Company’s treasury stock as occurring within the third quarter of 2024. The revised presentation reflects the correction of this error. This error had no impact on the Company’s previously reported total assets, total liabilities, total equity, net income, earnings per share or cash flows.
The table below shows the previously reported balances in the 2024 Q3 Report and revised balances shown within this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as of the following dates within the consolidated statements of equity for the three and nine months ended September 30, 2024 that were impacted (in thousands):
| Common Shares · Additional Paid-in Capital · Treasury Stock at Cost | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| As reported · As revised · As reported · As revised · As reported · As revised | |||||||||
| 3Q 24 | Adjusted | 3Q 24 | 3Q 24 | Adjusted | 3Q 24 | 3Q 24 | Adjusted | 3Q 24 | |
| December 31, 2023 | $5,239 | $120 | $5,359 | $5,923,919 | $67,063 | $5,990,982 | $(5,167) | $(67,183) | $(72,350) |
| June 30, 2024 | 5,239 | 120 | 5,359 | 5,925,662 | 64,079 | 5,989,741 | (4,937) | (64,199) | (69,136) |
In addition, a new line is presented in the consolidated statements of equity for the three and nine months ended September 30, 2024, reflecting the cancellation of shares of treasury stock impacting the following components of equity (in thousands):
| | Common Shares | Additional Paid-in Capital | Treasury Stock at Cost |
|---|---|---|---|
| Cancellation of treasury stock | $(120) | $(63,900) | $64,020 |
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):
| Nine Months | ||
|---|---|---|
| Ended September 30, | ||
| 2025 | 2024 | |
| Dividends declared, but not paid | $— | $2.8 |
| Accounts payable related to construction in progress | 0.9 | 2.8 |
| Assumption of buildings due to ground lease terminations | — | 2.7 |
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, net
At both September 30, 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):
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Condensed Combined Balance Sheets | ||
| Land | $159,567 | $159,567 |
| Buildings | 497,011 | 494,062 |
| Fixtures and tenant improvements | 67,710 | 64,022 |
| 724,288 | 717,651 | |
| Less: Accumulated depreciation | (184,957) | (169,726) |
| 539,331 | 547,925 | |
| Construction in progress and land | 15 | 352 |
| Real estate, net | 539,346 | 548,277 |
| Cash and restricted cash | 33,950 | 25,750 |
| Receivables, net | 9,279 | 9,660 |
| Other assets, net | 9,850 | 12,519 |
| $592,425 | $596,206 | |
| Mortgage debt | $428,656 | $426,462 |
| Notes and accrued interest payable to the Company | 1,999 | 1,894 |
| Other liabilities | 30,344 | 32,533 |
| 460,999 | 460,889 | |
| Accumulated equity | 131,426 | 135,317 |
| $592,425 | $596,206 | |
| Company's share of accumulated equity | $25,039 | $26,016 |
| Basis differentials | 2,355 | 2,521 |
| Amounts payable to the Company | 1,999 | 1,894 |
| Investments in and advances to joint ventures, net | $29,393 | $30,431 |
| Three Months · Nine Months | ||||
|---|---|---|---|---|
| Ended September 30, | Ended September 30, | |||
| 2025 | 2024 | 2025 | 2024 | |
| Condensed Combined Statements of Operations | ||||
| Revenues from operations | $19,545 | $19,364 | $61,099 | $62,667 |
| Expenses from operations: | ||||
| Operating expenses | 4,824 | 4,846 | 14,910 | 16,320 |
| Depreciation and amortization | 6,826 | 6,383 | 19,210 | 20,313 |
| Interest expense | 8,152 | 7,751 | 24,240 | 23,924 |
| Other expense, net | 1,382 | 1,367 | 4,164 | 5,311 |
| 21,184 | 20,347 | 62,524 | 65,868 | |
| Loss before gain on disposition of real estate | (1,639) | (983) | (1,425) | (3,201) |
| Gain on disposition of real estate, net | — | 1,968 | 1 | 10,365 |
| Net (loss) income attributable to unconsolidated joint ventures | $(1,639) | $985 | $(1,424) | $7,164 |
| Company's share of equity in net income (loss) of joint ventures | $(483) | $338 | $(481) | $(885) |
| Basis differential adjustments(A) | (16) | (10) | (47) | 1,291 |
| Equity in net (loss) income of joint ventures | $(499) | $328 | $(528) | $406 |
(A) The difference between the Company’s share of net (loss) 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 $3.6 million and $1.3 million and $4.1 million for the three and nine months ended September 30, 2025 and 2024, respectively.
Other Assets and Intangibles, net
Other assets and intangibles consist of the following (in thousands):
| Asset · Accumulated Amortization · Net | ||||
|---|---|---|---|---|
| Intangible assets, net: | ||||
| In-place leases | $28,130 | $(21,308) | $6,822 | |
| Above-market leases | 2,075 | (1,793) | 282 | |
| Lease origination costs | 3,231 | (2,537) | 694 | |
| Tenant relationships | 12,489 | (9,690) | 2,799 | |
| Total intangible assets, net | 45,925 | (35,328) | 10,597 | |
| Operating lease ROU assets | 14,986 | |||
| Other assets: | ||||
| Prepaid expenses | 5,312 | |||
| Other assets | 1,228 | |||
| Deposits | 1,806 | |||
| Total other assets, net | $33,929 | |||
| Liability · Accumulated Amortization · Net | ||||
| Below-market leases | $9,144 | $(2,695) | $6,449 | |
| Asset · Accumulated Amortization · Net | ||||
|---|---|---|---|---|
| Intangible assets, net: | ||||
| In-place leases | $53,964 | $(45,641) | $8,323 | |
| Above-market leases | 3,855 | (3,492) | 363 | |
| Lease origination costs | 5,732 | (4,884) | 848 | |
| Tenant relationships | 23,894 | (20,487) | 3,407 | |
| Total intangible assets, net | 87,445 | (74,504) | 12,941 | |
| Operating lease ROU assets | 15,818 | |||
| Other assets: | ||||
| Prepaid expenses | 4,283 | |||
| Other assets | 1,192 | |||
| Deposits | 2,051 | |||
| Total other assets, net | $36,285 | |||
| Liability · Accumulated Amortization · Net | ||||
| Below-market leases | $16,034 | $(6,728) | $9,306 | |
Amortization for thethree and nine months ended September 30, 2025 and 2024 related to the Company’s intangibles was as follows (in thousands):
| Period | Income | Expense |
|---|---|---|
| Three months ended September 30, 2025 | $123 | $598 |
| Three months ended September 30, 2024 | 488 | 1,701 |
| Nine months ended September 30, 2025 | 429 | 2,070 |
| Nine months ended September 30, 2024 | 1,270 | 6,582 |
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 and nine months ended September 30, 2025 and 2024, was as follows (in thousands):
| Three Months · Nine Months | ||||
|---|---|---|---|---|
| Ended September 30, | Ended September 30, | |||
| 2025 | 2024 | 2025 | 2024 | |
| Rental income: | ||||
| Fixed lease income(A) | $17,869 | $42,711 | $63,165 | $170,393 |
| Variable lease income(B) | 6,058 | 16,114 | 22,448 | 64,448 |
| Above-market and below-market leases amortization, net | 123 | 488 | 429 | 1,270 |
| Adjustments for potentially uncollectible revenues and disputed amounts(C) | 153 | 128 | 273 | 592 |
| Total rental income | $24,203 | $59,441 | $86,315 | $236,703 |
(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 potential uncollectible revenues and disputed amounts.
Indebtedness
The following table discloses certain information regarding the Company’s secured indebtedness (in thousands):
| Carrying Value at · Interest Rate(A) at | |||||
|---|---|---|---|---|---|
| September 30, 2025 | December 31, 2024 | September 30, 2025 | December 31, 2024 | Maturity Date | |
| Mortgage Indebtedness – Fixed Rate | $98,656 | $99,862 | 6.7% | 6.7% | November 2028 |
| Mortgage Indebtedness – Variable Rate | 152,625 | 206,900 | 6.9% | 7.1% | September 2026 |
| Net unamortized debt issuance costs | (2,579) | (5,389) | |||
| Total indebtedness | $248,702 | $301,373 | |||
(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 September 30, 2025, the outstanding balance was $152.6 million and 10 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 September 30, 2025. For the three and nine months ended September 30, 2025, the Company recorded debt extinguishment costs of $0.6 million and $1.1 million, respectively.
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):
| September 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| CarryingAmount | FairValue | CarryingAmount | FairValue | |
| Mortgage indebtedness | $248,702 | $254,808 | $301,373 | $309,228 |
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 $1.7 million within the next 12 months.
Other Comprehensive Income
The changes in Accumulated Other Comprehensive Income by component are as follows (in thousands):
| Balance, December 31, 2024 | $5,472 |
|---|---|
| Change in cash flow hedges | (19) |
| Amounts reclassified from accumulated other comprehensive income to interest expense | (2,559) |
| Balance, September 30, 2025(A) | $2,894 |
(A) Includes derivative financial instruments entered into by the Company on its term loan and by an unconsolidated joint venture.
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 and nine months ended September 30, 2024. The operating results related to the Curbline properties were as follows (in thousands):
| Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2024 | |
|---|---|---|
| Revenue from operations: | ||
| Rental income | $29,576 | $85,386 |
| Other income | 187 | 572 |
| 29,763 | 85,958 | |
| Rental operation expenses: | ||
| Operating and maintenance | 3,541 | 9,532 |
| Real estate taxes | 3,311 | 9,307 |
| General and administrative | 39 | 208 |
| Depreciation and amortization | 11,023 | 29,556 |
| 17,914 | 48,603 | |
| Other income (expense): | ||
| Interest expense | — | (416) |
| Transaction costs and other expense | (23,635) | (30,879) |
| (23,635) | (31,295) | |
| Net (loss) income attributable to discontinued operations | $(11,786) | $6,060 |
The following table summarizes non-cash flow data related to discontinued operations (in millions):
| Accounts payable related to construction in progress | $1.4 |
|---|---|
| Assumption of buildings due to ground lease terminations | 2.7 |
| Recognition of below-market ground leases | 13.7 |
For the nine months ended September 30, 2024, capital expenditures included in discontinued operations was $234.7 million.
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 September 30, 2025, such redevelopment projects were estimated to cost $28.4 million to complete, which is recorded in Amounts payable to Curbline in the Company’s consolidated balance sheets.
In October 2024, consistent with the contractual obligations set forth in the Separation and Distribution Agreement, the Company entered into a lease agreement with Curbline pursuant to which the Company agreed to lease a portion of a property owned by Curbline in Miami, Florida for one year beginning on April 1, 2025. SITE Centers agreed to 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 is reflected in General and administrative expense.
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 $0.8 million and $2.0 million of additional fee income within Fee and other income and $0.8 million and $2.0 million of expense within Other income (expense), net, in the Company’s consolidated statements of operations for the three and nine months ended September 30, 2025, respectively.
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 and $1.2 million is included in Rental income on the Company’s consolidated statements of operations for the three and nine months ended September 30, 2025, respectively.
Summary
For the three and nine months ended September 30, 2025, the Company recorded in Fee and other income on the Company’s consolidated statements of operations a cash fee of $0.9 million and $2.4 million, respectively, which represents 2% of Curbline’s gross revenue and $0.8 million and $2.0 million for the incremental fair value of services provided to Curbline offset by an embedded lease charge of $0.4 million and $1.2 million, respectively. Amounts payable to Curbline and amounts receivable from Curbline as of September 30, 2025, under the agreements described above, aggregated $28.7 million (including obligations to complete certain redevelopment projects at properties owned by Curbline) and $0.3 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 income and the number of common shares used in the computations of “basic” earnings per share (“EPS”), which utilizes the weighted-average number of common shares outstanding without regard to dilutive potential common shares, and “diluted” EPS, which includes all such shares (in thousands, except per share amounts):
| Three Months · Nine Months | ||||
|---|---|---|---|---|
| Ended September 30, | Ended September 30, | |||
| 2025 | 2024 | 2025 | 2024 | |
| Numerators – Basic and Diluted | ||||
| Continuing Operations: | ||||
| Net (loss) income | $(6,158) | $334,739 | $43,431 | $531,586 |
| Preferred dividends | — | (2,789) | — | (8,367) |
| Earnings attributable to unvested shares | (836) | (1,171) | (1,223) | (2,005) |
| Net (loss) income attributable to common shareholders after allocation to participating securities | (6,994) | 330,779 | 42,208 | 521,214 |
| Discontinued Operations: | ||||
| Income (loss) from discontinued operations | — | (11,786) | — | 6,060 |
| Total | $(6,994) | $318,993 | $42,208 | $527,274 |
| Denominators – Number of Shares | ||||
| Basic—Average shares outstanding | 52,445 | 52,400 | 52,442 | 52,381 |
| Assumed conversion of dilutive securities—PRSUs | — | 153 | — | 177 |
| Diluted—Average shares outstanding | 52,445 | 52,553 | 52,442 | 52,558 |
| Earnings Per Share: | ||||
| Basic | ||||
| From continuing operations | $(0.13) | $6.31 | $0.80 | $9.95 |
| From discontinued operations | — | (0.22) | — | 0.12 |
| Total | $(0.13) | $6.09 | $0.80 | $10.07 |
| Diluted | ||||
| From continuing operations | $(0.13) | $6.29 | $0.80 | $9.91 |
| From discontinued operations | — | (0.22) | — | 0.12 |
| Total | $(0.13) | $6.07 | $0.80 | $10.03 |
For the three and nine months ended September 30, 2024, Performance Restricted Stock Units (“PRSUs”) issued to certain executives in March 2024, March 2023 and March 2022 were considered in the computation of diluted EPS. In March 2024, the Company issued 178,527 common shares in settlement of PRSUs granted in 2021. Basic average shares outstanding do not include Restricted Stock Units (“RSUs”) representing 0.3 million common shares that were not vested at September 30, 2025. Dividend equivalents are paid on the outstanding RSUs, which makes these shares participating securities.
Common Share Dividends
The Company declared special cash dividends of $3.25 and $4.75 per common share for the three and nine months ended September 30, 2025, respectively. The Company declared cash dividends of $1.04 per common share for the nine months ended September 30, 2024.
Impairment Charges
For the three and nine months ended September 30, 2025 and the nine months ended September 30, 2024, the Company recorded impairment charges aggregating $106.6 million and $66.6 million, respectively, based on the difference between the carrying value of the assets and the estimated fair market value. The impairment charges recorded were triggeredby a change in the hold period assumptions.
Items Measured at Fair Value
The Company is required to assess the fair value of certain impaired consolidated investments. The valuation of impaired real estate assets is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each asset, as well as the income capitalization approach considering prevailing market capitalization rates, analysis of recent comparable sales transactions, actual sales negotiations and bona fide purchase offers received from third parties and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence. In general, the Company considers multiple valuation techniques when measuring fair value of an investment. However, in certain circumstances, a single valuation technique may be appropriate.
These valuations are calculated based on market conditions and assumptions made by management at the time the valuation adjustments and impairments were recorded, which may differ materially from actual results if market conditions or the underlying assumptions change.
The following table presents information about the fair value of real estate that was impaired, and therefore, measured on a fair value basis, along with the related impairment charge for thethree and nine months ended September 30, 2025. The table also indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions):
| Fair Value Measurements | |||||
|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | TotalImpairmentCharges | |
| Long-lived assets held and used | $— | $— | $169.1 | $169.1 | $106.6 |
The following table presents quantitative information about the significant unobservable inputs used by the Company to determine the fair value (dollars in millions):
| Quantitative Information About Level 3 Fair Value Measurements | ||||||
|---|---|---|---|---|---|---|
| Fair Value at · Valuation | ||||||
| Description · September 30, 2025 · Technique · Unobservable Inputs · Range | ||||||
| Impairment of consolidated assets | $18.0 | Indicative Bid | Indicative Bid(A) | N/A | ||
| 32.4 | Discounted Cash Flow | Discount Rate | 13.9% | |||
| Terminal Capitalization Rate | 8.5% | |||||
| 118.7 | Income Capitalization Approach | Market Capitalization Rate(B) | 8.0%-12.5% | |||
(A) Fair value measurements based upon an indicative bid and developed by third-party sources (including offers and comparable sales values), subject to the Company’s corroboration for reasonableness. The Company does not have access to certain unobservable inputs used by these third parties to determine these estimated fair values.
(B)Weighted-average rate of 9.0%.
Subsequent Events
In November 2025, the Company soldone property (Parker Pavilions, Parker, Colorado) for an aggregate gross sales price of approximately $8.4 million, of which approximately $6.1 million was utilized to repay indebtedness.
On October 21, 2025, the Company announced a special cash dividend of $1.00 per common share payable on November 14, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.