UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-11690
SITE Centers Corp.
(Exact name of registrant as specified in its charter)
Ohio
34-1723097
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
3300 Enterprise Parkway
Beachwood, OH
44122
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (216) 755-5500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Shares, Par Value $0.10 Per Share
SITC
New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 31, 2025 the registrant had 52,444,898 shares of common stock, $0.10 par value per share, outstanding.
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED June 30, 2025
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements – Unaudited
Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024
3
Consolidated Statements of Operations for the Three Months Ended June 30, 2025 and 2024
4
Consolidated Statements of Operations for the Six Months Ended June 30, 2025 and 2024
5
Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2025 and 2024
6
Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2025 and 2024
7
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024
8
Notes to Condensed Consolidated Financial Statements
9
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
18
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
32
Item 4.
Controls and Procedures
33
PART II. OTHER INFORMATION
Legal Proceedings
34
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
35
SIGNATURES
36
2
CONSOLIDATED BALANCE SHEETS
(unaudited; in thousands, except share amounts)
June 30, 2025
December 31, 2024
Assets
Land
$
190,585
204,722
Buildings
907,838
964,845
Fixtures and tenant improvements
238,653
254,152
1,337,076
1,423,719
Less: Accumulated depreciation
(628,703
)
(654,389
708,373
769,330
Construction in progress and land
2,671
2,682
Total real estate assets, net
711,044
772,012
Investments in and advances to joint ventures, net
29,895
30,431
Cash and cash equivalents
153,789
54,595
Restricted cash
8,733
13,071
Accounts receivable
19,791
25,437
Amounts receivable from Curbline
347
1,771
Other assets, net
35,441
36,285
959,040
933,602
Liabilities and Equity
Indebtedness
288,442
301,373
Amounts payable to Curbline
31,287
33,762
Accounts payable and other liabilities
73,575
81,723
Dividends payable
79,054
—
Total liabilities
472,358
416,858
Commitments and contingencies
SITE Centers Equity
Common shares, with par value, $0.10 stated value; 75,000,000 shares authorized; 52,467,187 shares issued at both June 30, 2025 and December 31, 2024
5,247
Additional paid-in capital
3,981,212
3,981,597
Accumulated distributions in excess of net income
(3,502,923
(3,473,458
Deferred compensation obligation
8,041
Accumulated other comprehensive income
4,192
5,472
Less: Common shares in treasury at cost: 22,289 and 282,061 shares at June 30, 2025 and December 31, 2024, respectively
(1,046
(10,155
Total equity
486,682
516,744
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per share amounts)
Three Months
Ended June 30,
2025
2024
Revenues from operations:
Rental income
30,662
85,536
Fee and other income
2,808
1,979
33,470
87,515
Rental operation expenses:
Operating and maintenance
6,457
13,961
Real estate taxes
4,690
13,173
General and administrative
9,418
14,878
Depreciation and amortization
12,921
31,106
33,486
73,118
Other income (expense):
Interest expense
(5,314
(18,260
Interest income
722
8,549
Gain on debt retirement
277
Debt extinguishment costs
(504
(9,598
Loss on derivative instruments
(1,070
Other income (expense), net
(1,373
(230
(6,469
(20,332
Loss before earnings from discontinued operations, equity method investments and other items
(6,485
(5,935
Equity in net (loss) income of joint ventures
(68
61
Gain on sale and change in control of interest
2,669
Gain on disposition of real estate, net
53,236
233,316
Income before tax expense
46,683
230,111
Tax expense of taxable REIT subsidiaries and state franchise and income taxes
(179
(281
Income from continuing operations
46,504
229,830
Income from discontinued operations
8,415
Net income
238,245
Preferred dividends
(2,789
Net income attributable to common shareholders
235,456
Per share data:
Basic:
0.88
4.33
0.16
Total
4.49
Diluted:
4.29
4.45
Six Months
62,112
177,262
13,981
4,305
76,093
181,567
13,589
28,996
9,411
26,890
Impairment charges
66,600
18,813
28,424
26,173
65,056
67,986
215,966
(10,879
(36,923
1,083
15,843
1,037
(10,263
(5,166
(2,126
(526
(12,426
(35,998
Loss before earnings from discontinued operations equity method investments and other items
(4,319
(70,397
(29
78
54,265
265,030
49,917
197,380
(328
(533
49,589
196,847
17,846
214,693
(5,578
209,115
0.94
3.65
0.34
3.99
3.63
3.97
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited; in thousands)
Change in cash flow hedges, net of amount reclassed to earnings
(701
(151
(1,280
2,451
Total other comprehensive (loss) income
Comprehensive income
45,803
238,094
48,309
217,144
CONSOLIDATED STATEMENTS OF EQUITY
CommonShares
AdditionalPaid-inCapital
Accumulated Distributionsin Excess ofNet Income
DeferredCompensationObligation
Accumulated Other Comprehensive (Loss) Income
TreasuryStock atCost
Balance, December 31, 2024
Stock-based compensation, net
(45
1,113
367
Comprehensive income (loss)
3,085
(579
2,506
Balance, March 31, 2025
3,980,896
(3,470,373
7,996
4,893
(9,042
519,617
316
Termination of deferred compensation plan
(7,996
Dividends declared-common shares
(79,054
Balance, June 30, 2025
Preferred Shares
Deferred Compensation Obligation
Balance, December 31, 2023
175,000
5,359
5,990,982
(3,934,736
5,167
6,121
(72,350
2,175,543
(3,238
(115
2,865
(488
(27,372
Dividends declared-preferred shares
(23,552
2,602
(20,950
Balance, March 31, 2024
5,987,744
(3,988,449
5,052
8,723
(69,485
2,123,944
1,997
349
2,231
(27,381
Balance, June 30, 2024
5,989,741
(3,780,374
4,937
8,572
(69,136
2,334,099
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flow from operating activities:
Adjustments to reconcile net income (loss) to net cash flow provided by operating activities:
83,589
Stock-based compensation
701
4,288
Amortization and write-off of debt issuance costs, commitment fees, and fair market value of debt adjustments
1,891
11,502
(1,037
5,166
Equity in net loss (income) of joint ventures
29
(78
Gain on sale and change in control of interests
(2,669
(54,265
(265,030
Operating cash distributions from joint ventures
Loss on abandoned tenant lease costs
911
Assumption of building due to ground lease terminations
(2,678
Net change in accounts receivable
6,308
7,457
Net change in accounts payable and accrued expenses
(3,176
(2,931
Net change in other operating assets and liabilities
(5,289
(12,429
Total adjustments
(26,656
(108,250
Net cash flow provided by operating activities
22,933
106,443
Cash flow from investing activities:
Real estate acquired, net of liabilities and cash assumed
(82,147
Real estate developed and improvements to operating real estate
(5,013
(39,423
Proceeds from disposition of real estate
91,420
846,963
Equity contributions to joint ventures
(8
(916
Repayment of joint venture advance
730
Distributions from unconsolidated joint ventures
439
800
Net cash flow provided by investing activities
86,838
726,007
Cash flow from financing activities:
Payment of loan commitment fees
(6,632
Repayment of senior notes
(87,101
Repayment of mortgage debt
(14,724
(25,651
Payment of debt issuance costs
(6
Payment of debt extinguishment costs
(92
Repurchase of common shares in conjunction with equity award plans and dividend reinvestment plan
(93
(2,656
Dividends paid
(93,863
Net cash flow used for financing activities
(14,915
(215,903
Net increase in cash, cash equivalents and restricted cash
94,856
616,547
Cash, cash equivalents and restricted cash, beginning of period
67,666
569,031
Cash, cash equivalents and restricted cash, end of period
162,522
1,185,578
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 and six months ended June 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 six months ended June 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 both the three and six months ended June 30, 2025, the Company received gross proceeds of $95.3 million from the sale of two wholly-owned shopping centers resulting in gain on dispositions of $51.5 million. 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 six months ended June 30, 2024, the Company received gross proceeds of $764.2 million and $883.6 million, respectively, from the sale of 12 and 15 wholly-owned shopping centers and one parcel at a wholly-owned shopping center resulting in gain on dispositions of $233.3 million and $265.0 million, respectively.
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):
Dividends declared, but not paid
79.1
30.2
Accounts payable related to construction in progress
1.3
5.9
Assumption of buildings due to ground lease terminations
2.7
Segments
The Company has a single 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.
10
At both June 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):
Condensed Combined Balance Sheets
159,567
496,012
494,062
58,248
55,526
713,827
709,155
(176,534
(166,534
537,293
542,621
13
352
Real estate, net
537,306
542,973
Cash and restricted cash
32,654
25,750
Receivables, net
8,320
9,660
16,786
17,823
595,066
596,206
Mortgage debt
427,920
426,462
Notes and accrued interest payable to the Company
1,977
1,894
Other liabilities
32,090
32,533
461,987
460,889
Accumulated equity
133,079
135,317
Company's share of accumulated equity
25,527
26,016
Basis differentials
2,391
2,521
Amounts payable to the Company
Condensed Combined Statements of Operations
Revenues from operations
20,629
21,249
41,554
43,303
Expenses from operations:
Operating expenses
4,904
5,606
10,086
11,474
6,340
6,785
12,384
13,930
8,080
7,902
16,088
16,173
Other expense, net
1,394
2,048
2,782
3,944
20,718
22,341
41,340
45,521
Income (loss) before loss on disposition of real estate
(89
(1,092
214
(2,218
8,426
1
8,397
Net income (loss) attributable to unconsolidated joint ventures
(84
7,334
215
6,179
Company's share of equity in net income (loss) of joint ventures
(52
(1,223
Basis differential adjustments(A)
(16
1,131
(31
1,301
Equity in net income (loss) of joint ventures
(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.
11
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 $2.4 million and $1.4 million and $2.8 million for the three and six months ended June 30, 2025 and 2024, respectively.
Disposition of Shopping Centers
In May 2024, the Company acquired one asset previously owned by the DDRM Properties Joint Venture (Meadowmont Village, Chapel Hill, North Carolina) for $44.2 million and stepped up its 20% interest due to a change in control. The transaction resulted in a Gain on sale and change in control of interests of $2.7 million. In June 2024, the DDRM Properties Joint Venture sold one asset (Hilltop Plaza, Richmond, California) for $36.5 million. There are no remaining assets in this joint venture.
Other assets and intangibles consist of the following (in thousands):
Asset
Accumulated Amortization
Net
Intangible assets, net:
In-place leases
49,909
(42,661
7,248
Above-market leases
3,675
(3,381
294
Lease origination costs
5,288
(4,545
743
Tenant relationships
20,638
(17,550
3,088
Total intangible assets, net
79,510
(68,137
11,373
Operating lease ROU assets
15,268
Other assets:
Prepaid expenses
5,800
Other assets
1,206
Deposits
1,794
Total other assets, net
Liability
Below-market leases
15,600
(6,820
8,780
53,964
(45,641
8,323
3,855
(3,492
363
5,732
(4,884
848
23,894
(20,487
3,407
87,445
(74,504
12,941
15,818
4,283
1,192
2,051
16,034
(6,728
9,306
12
Amortization for the three and six months ended June 30, 2025 and 2024 related to the Company’s intangibles was as follows (in thousands):
Period
Income
Expense
Three months ended June 30, 2025
166
639
Three months ended June 30, 2024
225
2,341
Six months ended June 30, 2025
306
1,472
Six months ended June 30, 2024
782
4,881
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 six months ended June 30, 2025 and 2024, was as follows (in thousands):
Rental income:
Fixed lease income(A)
22,332
62,635
45,296
127,682
Variable lease income(B)
7,936
22,730
16,390
48,334
Above-market and below-market leases amortization, net
Adjustments for potentially uncollectible revenues and disputed amounts(C)
228
(54
120
464
Total rental income
(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.
The following table discloses certain information regarding the Company’s secured indebtedness (in thousands):
Carrying Value at
Interest Rate(A) at
Maturity Date
Mortgage Indebtedness – Fixed Rate
99,053
99,862
6.7%
November 2028
Mortgage Indebtedness – Variable Rate
192,985
206,900
7.1%
September 2026
Net unamortized debt issuance costs
(3,596
(5,389
Total indebtedness
(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 June 30, 2025, the outstanding balance was $193.0 million and 12 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. In conjunction with the release of one property from the mortgage facility in the second quarter of 2025, the Company recorded debt extinguishment costs of $0.5 million. The Company was in compliance with these financial covenants at June 30, 2025.
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):
CarryingAmount
FairValue
Mortgage indebtedness
295,812
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 $2.2 million within the next 12 months.
The changes in Accumulated Other Comprehensive Income by component are as follows (in thousands):
Change in cash flow hedges
Amounts reclassified from accumulated other comprehensive income to interest expense
(1,264
Balance, June 30, 2025(A)
(A) Includes derivative financial instruments entered into by the Company on its term loan and by an unconsolidated joint venture.
14
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 six months ended June 30, 2024. The operating results related to the Curbline properties were as follows (in thousands):
Three Months Ended June 30, 2024
Six Months Ended June 30, 2024
Revenue from Operations:
27,944
55,810
Other income
212
385
28,156
56,195
3,059
5,991
2,975
5,996
66
169
9,333
18,533
15,433
30,689
(166
(416
Transaction costs and other expense
(4,142
(7,244
(4,308
(7,660
Net income attributable to discontinued operations
The following table summarizes non-cash flow data related to discontinued operations (in millions):
1.0
Recognition of below-market ground leases
13.7
For the six months ended June 30, 2024, capital expenditures included in discontinued operations was $80.9 million.
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 June 30, 2025, such redevelopment projects were estimated to cost $30.9 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.
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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 and $1.2 million of additional fee income within Fee and other income and $0.8 million and $1.5 million of expense within Other income (expense), net, in the Company’s consolidated statements of operations for the three and six months ended June 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 $0.8 million is included in Rental income on the Company’s consolidated statements of operations for the three and six months ended June 30, 2025, respectively.
Summary
For the three and six months ended June 30, 2025, the Company recorded in Fee and other income on the Company’s consolidated statements of operations a cash fee of $0.8 million and $1.5 million, respectively, which represents 2% of Curbline’s gross revenue and $0.6 million and $1.2 million for the incremental fair value of services provided to Curbline offset by an embedded lease charge of $0.4 million and $0.8 million, respectively. Amounts payable to Curbline and amounts receivable from Curbline as of June 30, 2025, under the agreements described above, aggregated $31.3 million (including obligations to complete certain redevelopment projects at properties owned by Curbline) and $0.3 million, respectively.
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.
16
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):
Numerators – Basic and Diluted
Continuing Operations:
Earnings attributable to unvested shares
(386
(138
(269
Net income attributable to common shareholders after allocation to participating securities
46,118
226,903
49,203
191,000
Discontinued Operations:
235,318
208,846
Denominators – Number of Shares
Basic—Average shares outstanding
52,445
52,388
52,440
52,371
Assumed conversion of dilutive securities—PRSUs
192
Diluted—Average shares outstanding
52,827
52,563
Earnings Per Share:
Basic
From continuing operations
From discontinued operations
Diluted
For the three and six months ended June 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 June 30, 2025. Dividend equivalents are paid on the outstanding RSUs, which makes these shares participating securities.
Common Share Dividends
The Company declared a special cash dividend of $1.50 per common share for the three and six months ended June 30, 2025. The Company declared a quarterly cash dividend of $0.52 per common share for the three months ended June 30, 2024 and $1.04 per common share for the six months ended June 30, 2024.
In July and August 2025, the Company sold three properties for an aggregate sales price of $223.7 million of which $40.4 million was utilized to repay indebtedness.
On August 1, 2025, the Company declared a special cash dividend of $3.25 per common share payable on August 29, 2025.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OPERATIONS
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 SITE Centers Corp. and its consolidated subsidiaries (collectively, the “Company” or “SITE Centers”) 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 its Annual Report on Form 10-K for the year ended December 31, 2024, as well as other publicly available information.
EXECUTIVE SUMMARY
The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”) in the business of owning, leasing, acquiring, redeveloping and managing shopping centers. As of June 30, 2025, the Company’s portfolio consisted of 31 shopping centers (including 11 shopping centers owned through unconsolidated joint ventures). At June 30, 2025, the Company owned approximately 8.3 million square feet of gross leasable area (“GLA”) through all its properties (wholly-owned and joint venture). In addition, the Company owns two adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet of GLA, a portion of which currently serves as the Company’s headquarters.
On October 1, 2024, the Company completed the spin-off of Curbline Properties Corp. (“Curbline” or “Curbline Properties”), pursuant to which the Company contributed 79 convenience properties, $800 million of unrestricted cash and certain other assets, liabilities and obligations to Curbline Properties. The spin-off was effected pursuant to the Separation and Distribution Agreement, dated as of October 1, 2024, among the Company, Curbline, and Curbline Properties LP, a subsidiary of Curbline (the “Operating Partnership”). To govern certain ongoing relationships between the Company, Curbline and the Operating Partnership, the Company entered into a Tax Matters Agreement, an Employee Matters Agreement, a Shared Services Agreement and other agreements. The spin-off of the convenience properties represented a strategic shift in the Company’s business and, as such, the Curbline properties were considered as held for sale as of October 1, 2024, and are reflected as discontinued operations for the three and six months ended June 30, 2024. Except as otherwise noted, operating statistics cited in this Quarterly Report on Form 10-Q for the three and six months ended June 30, 2024 have been adjusted to exclude discontinued operations and properties sold during the year ended December 31, 2024.
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):
FFO attributable to common shareholders
6,935
40,177
22,959
92,108
Operating FFO attributable to common shareholders
8,347
55,883
16,629
115,684
Earnings per share – Diluted
For the six months ended June 30, 2025, the decrease in net income attributable to common shareholders, as compared to the prior-year period, primarily was the result of lower gains from dispositions of real estate recognized in 2025 as compared to the prior-year period, a decrease in rental revenue due to net property dispositions and the Curbline spin-off in 2024 and a decrease in interest income, partially offset by a decrease in the write-off of fees related to the Mortgage Facility commitment, Curbline transaction costs, interest expense, preferred dividend expense and impairment charges and an increase in fee and other income.
SITE Centers Strategy
From July 1, 2023 to December 31, 2024, the Company generated approximately $3.1 billion of gross proceeds from sales of properties for the purpose of acquiring additional convenience properties, capitalizing Curbline and, together with proceeds from the closing and funding of a $530.0 million mortgage loan (the “Mortgage Facility”), redeeming and/or repaying all of the Company’s outstanding unsecured indebtedness and preferred shares. As of August 5, 2025, the Company had generated approximately $319.0 million of additional gross proceeds from the sale of five shopping centers during 2025, of which approximately $54.3 million was used to repay indebtedness outstanding under the Mortgage Facility. The Company is also in various stages of marketing or contract negotiations for the sale of several other properties, though no assurances can be given that such efforts will result in additional asset sales, particularly in light of the dynamic interest rate environment and uncertain capital markets and economic conditions. Going forward, the Company intends to realize value through operations and to consider various factors, including market conditions and differences between the public and private valuations of its portfolio, in evaluating when to pursue additional asset sales. The timing
of any additional sales may also be impacted by interim leasing, tactical redevelopment activities and other asset management initiatives intended to maximize value. The Company generally expects to use proceeds from any additional asset sales to repay outstanding indebtedness and make distributions to shareholders.
The Company expects that rental income and net income will decrease in future periods as compared to corresponding prior year periods as a result of the spin-off of Curbline, the significant volume of dispositions completed in 2024 and 2025 and the impact of tenant bankruptcies. The Company expects that its future dividend policy will be influenced by operations and asset sales, though the Company’s distribution of any sale proceeds to shareholders will be subject to collateral release and repayment requirements set forth in the terms of the Company’s indebtedness and management of liquidity and overall leverage levels in connection with ongoing operations.
Growth opportunities within the Company’s portfolio include rental rate increases, continued lease-up of the portfolio, and rent commencement with respect to recently executed leases.
Transaction and Investment Highlights
Transaction and investment highlights through August 5, 2025 include the following:
Operational Accomplishments
The Company’s portfolio is concentrated in suburban, high household income communities and is primarily leased to national tenants with strong financial positions. Operational highlights for the Company through June 30, 2025, include the following (excluding discontinued operations and properties sold in 2024):
The comparability of year-over-year and period-over-period operating metrics has been increasingly impacted by the level and composition of the Company’s disposition activities and the reduced size of the Company’s portfolio.
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RESULTS OF OPERATIONS
The spin-off of Curbline Properties in October 2024 represented a strategic shift in the Company’s business and, as such, the Curbline properties are reflected in the financial results as discontinued operations for all periods presented. Consolidated shopping center properties owned as of January 1, 2024, are referred to herein as the “Comparable Portfolio Properties.”
Revenues from Operations (in thousands)
$ Change
Rental income(A)
(54,874
Fee and other income(B)
829
Total revenues
(54,045
(115,150
9,676
(105,474
Contractual Lease Payments
Base and percentage rental income
22,145
61,812
(39,667
Recoveries from tenants
7,900
22,595
(14,695
Uncollectible revenue
(53
281
Lease termination fees, ancillary and other rental income
389
1,182
(793
Total contractual lease payments
Base and percentage rental income(1)
44,900
126,866
(81,966
Recoveries from tenants(2)
16,302
46,549
(30,247
465
(345
Lease termination fees, ancillary and other rental income(3)
790
3,382
(2,592
Increase (Decrease)
Acquisition of shopping centers
0.7
Comparable Portfolio Properties
Disposition of shopping centers
(82.4
Straight-line rents
(1.0
(82.0
At June 30, 2025 and 2024, the Company owned 20 and 22 wholly-owned properties, respectively, with an aggregate occupancy rate of 87.2% and 90.5%, respectively, and average annualized base rent per occupied square foot of $20.01 and $19.83, respectively.
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Expenses from Operations (in thousands)
(7,504
(8,483
(5,460
(18,185
(39,632
Operating and maintenance(A)
(15,407
Real estate taxes(A)
(17,479
Impairment charges(B)
(66,600
General and administrative(C)
(9,611
Depreciation and amortization(A)
(38,883
(147,980
OperatingandMaintenance
Real EstateTaxes
DepreciationandAmortization
0.2
0.1
0.3
(1.8
(15.8
(17.8
(37.4
(15.4
(17.5
(38.9
21
Other Income and Expenses (in thousands)
12,946
(7,827
(277
9,094
1,070
(1,143
13,863
Interest expense(A)
26,044
Interest income(B)
(14,760
Gain on debt retirement(C)
Debt extinguishment costs(D)
9,759
Loss on derivative instruments(E)
Other income (expense), net(F)
(1,600
23,572
Weighted-average debt outstanding (in billions)
1.5
Weighted-average interest rate
6.4
%
4.5
In 2024, the Company simplified its debt structure. As of June 30, 2025, the Company’s consolidated indebtedness consisted of two outstanding mortgages (the Mortgage Facility and a mortgage loan encumbering Nassau Park Pavilion) with an aggregate outstanding balance of $292.0 million and a weighted average interest rate (based on contractual rates and excluding amortization of debt issuance costs) of 6.9% at June 30, 2025. At June 30, 2025, the weighted-average maturity (without extensions) was 1.9 years.
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Other Items (in thousands)
Equity in net income of joint ventures
(129
-
(180,080
102
(8,415
Equity in net income of joint ventures(A)
(107
Gain on sale and change in control of interest(B)
Gain on disposition of real estate, net(C)
(210,765
205
Income from discontinued operations(D)
(17,846
Net Income (in thousands)
(191,741
(165,104
The decrease in net income, as compared to the prior-year period, primarily was the result of lower gains from dispositions of real estate recognized in 2025 as compared to the prior-year period, a decrease in rental revenue due to net property dispositions and the Curbline spin-off in 2024 and a decrease in interest income, partially offset by a decrease in the write-off of fees related to the Mortgage Facility commitment, Curbline transaction costs, interest expense, preferred dividend expense and impairment charges and an increase in fee and other income.
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NON-GAAP FINANCIAL MEASURES
Funds from Operations and Operating Funds from Operations
Definition and Basis of Presentation
The Company believes that Funds from Operations (“FFO”) and Operating FFO, both non-GAAP financial measures, provide additional and useful means to assess the financial performance of REITs. FFO and Operating FFO are frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs. The Company also believes that FFO and Operating FFO more appropriately measure the core operations of the Company and provide benchmarks to its peer group.
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.
FFO is generally defined and calculated by the Company as net income (loss) (computed in accordance with GAAP), adjusted to exclude (i) preferred share dividends, (ii) gains and losses from disposition of real estate property and related investments, which are presented net of taxes, (iii) impairment charges on real estate property and related investments, (iv) gains and losses from changes in control and (v) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles, and equity income (loss) from joint ventures and adding the Company’s proportionate share of FFO from its unconsolidated joint ventures determined on a consistent basis. The Company’s calculation of FFO is consistent with the definition of FFO provided by the National Association of Real Estate Investment Trusts ("NAREIT").
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/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 the early extinguishment of debt, certain transaction fee income, 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.
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 be reasonably expected to recur in future results of operations.
These measures of performance are used by the Company for several business purposes and by other REITs. The Company uses FFO and/or Operating FFO in part (i) as a disclosure to improve the understanding of the Company’s operating results among the investing public, (ii) as a measure of a real estate asset company’s performance, (iii) to influence acquisition, disposition and capital investment strategies and (iv) to compare the Company’s performance to that of other publicly traded shopping center REITs.
For the reasons described above, management believes that FFO and Operating FFO provide the Company and investors with an important indicator of the Company’s operating performance. They provide recognized measures of performance other than GAAP net income, which may include non-cash items (often significant). Other real estate companies may calculate FFO and Operating FFO in a different manner.
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
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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 (loss) have been provided below.
Reconciliation Presentation
FFO and Operating FFO attributable to common shareholders were as follows (in thousands):
(33,242
(47,536
(69,149
(99,055
The decrease in FFO for the six months ended June 30, 2025, as compared to the prior-year period, was primarily attributable to lower NOI as a result of property dispositions and the spin-off of Curbline Properties and lower interest income, partially offset by increased fee and other income, decreased interest expense and preferred dividend expense and decreased debt related charges. The decrease in Operating FFO was primarily due to the spin-off of Curbline Properties, lower NOI as a result of property dispositions and lower interest income, partially offset by decreased interest expense, preferred dividend expense and decreased debt related charges.
The Company’s reconciliation of net income attributable to common shareholders computed in accordance with GAAP to FFO attributable to common shareholders and Operating FFO attributable to common shareholders is as follows (in thousands). The Company provides no assurances that these charges and gains are non-recurring. These charges and gains could reasonably be expected to recur in future results of operations:
Depreciation and amortization of real estate investments
12,054
29,870
24,468
62,489
68
(61
Joint ventures’ FFO(A)
1,545
1,564
3,138
3,148
Discontinued operations’ depreciation
Impairment of real estate
(53,236
(233,316
Discontinued operations’ transaction and other costs
4,142
7,244
Debt extinguishment, transaction and other (at SITE’s share)
1,252
9,941
1,374
10,978
Condemnation revenue
(8,379
Other charges
160
830
675
1,225
Non-operating items, net
1,412
15,706
(6,330
23,576
25
(A) At June 30, 2025 and 2024, the Company had an economic investment in unconsolidated joint ventures which owned 11 shopping center properties. These joint ventures represent the investments in which the Company recorded its share of equity in net income or loss and, accordingly, FFO and Operating FFO.
Joint ventures’ FFO and Operating FFO are summarized as follows (in thousands):
(5
(8,426
(1
(8,397
FFO
6,251
5,693
12,598
11,712
FFO at SITE Centers’ ownership interests
Operating FFO at SITE Centers’ ownership interests
1,676
3,337
LIQUIDITY, CAPITAL RESOURCES AND FINANCING ACTIVITIES
The Company requires capital to fund its operating expenses, capital expenditures and obligations. The Company’s primary capital sources include cash flow from operations, debt financings and proceeds from asset sales. The Company remains committed to monitoring the duration of its indebtedness, to maintaining prudent leverage levels in an effort to manage its overall risk profile while maintaining strategic flexibility and to closely monitoring liquidity and its cash position following the termination of its revolving credit facility in August 2024.
As of June 30, 2025, the Company had $292.0 million aggregate principal amount of consolidated indebtedness outstanding consisting of the Mortgage Facility secured by 12 assets having an outstanding principal balance of $193.0 million and a mortgage loan secured by Nassau Park Pavilion having an outstanding principal balance of $99.0 million. As a result of asset sales and related loan repayments consummated subsequent to quarter-end, as of August 5, 2025, the Mortgage Facility had an outstanding principal balance of $152.6 million and was secured by 10 assets. In addition, as of June 30, 2025, the Company’s unconsolidated joint ventures had $441.2 million of indebtedness ($106.3 million at SITE’s share).
The Company’s consolidated and unconsolidated debt obligations generally require monthly payments of principal and/or interest over the term of the obligation. While the Company currently believes it has several viable sources to obtain capital and fund its business, no assurance can be provided that these obligations will be refinanced or repaid as currently anticipated. Any new debt financings may also entail higher rates of interest than the indebtedness being refinanced, which could have an adverse effect on the Company’s operations.
The Company expects that operating expenses, redevelopment obligations and capital expenditures will generally be financed through cash provided from operating activities and asset sales. At June 30, 2025, the Company had an unrestricted cash balance of $153.8 million, of which approximately $79.1 million was used in July 2025 to pay the special cash dividend of $1.50 per common share declared in June 2025. As of June 30, 2025, the Company anticipates that it has approximately $30.9 million to be incurred to complete redevelopment projects at properties owned by Curbline pursuant to the terms of the Separation and Distribution Agreement. The Company believes it has sufficient liquidity to operate its business at this time.
Unconsolidated Joint Ventures’ Mortgage Indebtedness – as of June 30, 2025
The outstanding indebtedness of the Company’s unconsolidated joint ventures at June 30, 2025, which matures in the subsequent 13-month period (i.e., through July 2026), consists of $60.6 million ($30.2 million at SITE Centers’ share) which can be extended in accordance with the loan documents.
No assurance can be provided that these obligations will be refinanced or repaid as currently anticipated. Any future deterioration in property-level revenues may cause the Company or one or both of its joint ventures to be unable to refinance maturing obligations or satisfy applicable covenants, financial tests or debt service requirements or loan maturity extension conditions in the future, thereby allowing the mortgage lender to assume control of property cash flows, limit distributions of cash to joint venture members, declare a default, increase the interest rate or accelerate the loan’s maturity. In addition, rising interest rates or challenged transaction markets may adversely impact the ability of the Company or its joint ventures to sell assets at attractive prices in order to repay indebtedness.
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Cash Flow Activity
The Company’s cash flow activities are summarized as follows (in thousands):
Cash flow provided by operating activities
Cash flow provided by investing activities
Cash flow used for financing activities
Changes in cash flow for the six months ended June 30, 2025, compared to the prior comparable period, are as follows:
Operating Activities: Cash provided by operating activities decreased $83.5 million primarily due to changes in working capital from disposition activity and a decrease in interest income.
Investing Activities: Cash provided by investing activities decreased $639.2 million primarily due to the following:
Financing Activities: Cash used for financing activities decreased $201.0 million primarily due to the following:
Dividend Distribution
The Company declared special cash common dividends of $79.1 million during the six months ended June 30, 2025. The Company declared common and preferred cash dividends of $60.3 million for the six months ended June 30, 2024.
On August 1, 2025, the Company declared a special cash dividend of $3.25 per common share (estimated to be $171.3 million in the aggregate) to be paid on August 29, 2025.
The decision to declare and pay future dividends on the Company’s common shares, as well as the timing, amount and composition of any such future dividends, will be at the discretion of the Company’s Board of Directors. The Company does not currently expect to make regular quarterly dividend payments in the future. Instead, the Company intends to pursue a dividend policy of retaining sufficient free cash flow to support the Company’s capital needs while still adhering to REIT payout requirements and minimizing federal income taxes. The Company expects that the frequency and timing of future dividends will be influenced by operations and asset sales, though the Company’s distribution of any sale proceeds to shareholders will be subject to collateral release and repayment requirements set forth in the terms of the Company’s indebtedness and prudent management of liquidity and overall leverage levels in connection with ongoing operations. The Company is required by the Internal Revenue Code of 1986, as amended, to distribute at least 90% of its REIT taxable income; however, there can be no assurances as to the timing and amounts of future dividends.
SITE Centers’ Equity
In 2022, the Company’s Board of Directors authorized a common share repurchase program. Under the terms of the program, the Company is authorized to repurchase up to a maximum value of $100 million of its common shares. Through June 30, 2025, the Company had repurchased under this program 0.5 million of its common shares in open market transactions at an aggregate cost of $26.6 million.
SOURCES AND USES OF CAPITAL
The Company remains committed to maintaining sufficient liquidity, managing debt duration and maintaining prudent leverage levels in an effort to manage its overall risk profile while maintaining strategic flexibility. Debt financings, asset sales and cash flow from operations continue to represent potential sources of proceeds to be used to achieve these objectives.
The Company is in various stages of marketing or contract negotiations for the sale of several properties, though no assurances can be given that such efforts will result in additional asset sales, particularly in light of the dynamic interest rate environment and uncertain capital markets and economic conditions. Going forward, the Company intends to realize value through operations and to consider various factors, including market conditions and differences between the public and private valuations of its portfolio, in
27
evaluating when to pursue additional asset sales. The timing of any additional sales may also be impacted by interim leasing, tactical redevelopment activities and other asset management initiatives intended to maximize value. The Company generally expects to use proceeds from any additional asset sales to repay outstanding indebtedness and make distributions to shareholders.
Dispositions
From January 1, 2025 through August 5, 2025, the Company sold the following wholly-owned shopping centers (in thousands):
Date Sold
Property Name
City, State
Total Owned GLA
GrossSales Price
June 2025
The Promenade at Brentwood
Brentwood, MO
338
71,600
Chapel Hills West
Colorado Springs, CO
23,650
July 2025
Sandy Plain Village
Roswell, GA
174
25,000
August 2025
Deer Valley Towne Center
Phoenix, AZ
152
33,725
Winter Garden Village
Winter Garden, FL
629
165,000
1,518
318,975
Redevelopment Projects
The Company evaluates additional tactical redevelopment potential within the portfolio, particularly as it relates to the efficient use of the underlying real estate, which includes expanding, improving and re-tenanting various properties. The Company generally expects to commence construction on redevelopment projects only after substantial tenant leasing has occurred. At June 30, 2025, the Company had approximately $2.7 million in construction in progress in various active re-tenanting projects at Company-owned properties. At June 30, 2025, the estimated cost to complete redevelopment projects at properties owned by Curbline pursuant to the terms of the Separation and Distribution Agreement was approximately $30.9 million.
CAPITALIZATION
At June 30, 2025, the Company’s capitalization consisted of $292.0 million of debt and $593.2 million of market equity (calculated as the common shares outstanding multiplied by $11.31, the closing price of the Company’s common shares on the New York Stock Exchange at June 30, 2025, the last trading day of June 2025).
In July 2024, the Company announced a one-for-four reverse stock split of its common shares. Split-adjusted trading began on the New York Stock Exchange at the opening of trading on August 19, 2024.
Management seeks to maintain access to the capital resources necessary to manage the Company’s balance sheet and to repay upcoming maturities. Accordingly, the Company may seek to obtain funds through additional debt or asset sales. In connection with the spin-off of Curbline, the Company used proceeds from the Mortgage Facility together with proceeds from asset sales to repay all of the Company’s outstanding unsecured indebtedness and therefore no longer maintains a revolving line of credit or an investment grade rating. The Company may not be able to obtain financing on favorable terms, or at all.
The Mortgage Facility contains certain operating and financial covenants, including net worth and liquidity requirements, and includes provisions that could restrict the Company’s access and use of rent collections from mortgaged properties in the event the debt yield falls below a certain threshold or an event of default occurs. 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 or accelerated maturities. In addition, the Mortgage Facility permits the acceleration of maturity and foreclosure in the event of breaches of affirmative or negative covenants. Foreclosure on mortgaged properties or an inability to refinance existing indebtedness would have a negative impact on the Company’s financial condition and results of operations.
CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS
The Company has no consolidated debt maturing in 2025. The Company expects to fund future maturities from cash on hand, proceeds from asset sales, cash flow from operations and/or additional debt financings. No assurance can be provided that these obligations will be repaid as currently anticipated or refinanced.
In conjunction with the re-tenanting of vacancies at its shopping centers, the Company had entered into commitments with general contractors aggregating approximately $2.0 million for its properties (excluding Curbline redevelopment activities noted below) as of June 30, 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 cash on hand, operating cash flows or asset sales. These contracts typically can be changed or terminated without penalty.
28
In connection with the sale of two properties in 2024, the Company guaranteed additional construction costs to complete re-tenanting work at the properties and deferred maintenance, all of which were recorded as a liability. As of June 30, 2025, the Company had a liability of approximately $2.4 million. The amount is recorded in Accounts payable and other liabilities on the Company’s consolidated balance sheets.
Additionally, the Separation and Distribution Agreement contains obligations to complete certain redevelopment projects at properties that are owned by Curbline. As of June 30, 2025, such redevelopment projects were estimated to cost $30.9 million to complete.
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 June 30, 2025, the Company had purchase order obligations, typically payable within one year, aggregating approximately $0.5 million related to the maintenance of its properties and general and administrative expenses.
ECONOMIC CONDITIONS
The Company continues to experience steady retailer demand which it believes is attributable to the location of many of the Company’s properties in suburban, high household income communities experiencing population growth, positive changes in remote and work-from-home trends, limited new construction of competing retail properties and tenants’ increasing use of physical store locations to improve the speed and efficiency of merchandise distribution.
The Company benefits from a diversified tenant base, where only six tenants’ annualized base rent equals or exceeds 3% of the Company’s annualized base rent plus the Company’s proportionate share of unconsolidated joint venture annualized base rent. Other significant national tenants generally have relatively strong financial positions, have outperformed other retail categories over time and the Company believes remain well-capitalized. Historically these national tenants have provided a stable revenue base, and the Company believes that they will continue to provide a stable revenue base going forward, given the long-term nature of these leases. The majority of the tenants in the Company’s shopping centers provide day-to-day consumer necessities with a focus on value and convenience, versus discretionary items, which the Company believes will enable many of its tenants to outperform under a variety of economic conditions. The Company has relatively little reliance on overage or percentage rents generated by tenant sales performance.
The Company believes that its shopping center portfolio is well positioned, as evidenced by its recent leasing activity, historical property income growth and consistent growth in average annualized base rent per occupied square foot. At June 30, 2025 and December 31, 2024, the shopping center portfolio occupancy, on a pro rata basis, was 87.5% and 90.6%, respectively, and the total portfolio average annualized base rent, on a pro rata basis, was $19.83 and $19.64, respectively. The weighted-average cost of tenant improvements and lease commissions estimated to be incurred over the expected lease term for new leases executed during the six months ended June 30, 2025 and 2024, on a pro rata basis, was $3.57 and $9.46 per rentable square foot, respectively. The Company generally does not expend a significant amount of capital on lease renewals. The comparability of year-over-year and period-over-period operating metrics has been increasingly impacted by the level and composition of the Company’s disposition activities and the reduced size of the Company’s portfolio.
The threat of increasing inflation and interest rates, uncertainty over tariff policy, concerns over consumer confidence and the volatility of global capital markets pose increasing risks to the U.S. economy, retail sales, and the Company’s tenants. In addition to these macroeconomic challenges, the retail sector has been affected by changing consumer behaviors, including the competitive nature of the retail business and the competition for the share of the consumer wallet. The Company routinely monitors the credit profiles of its tenants and analyzes the possible impact of any potential tenant credit issues on the financial statements of the Company and its unconsolidated joint ventures. In some cases, changing conditions have resulted in weaker retailers and retail categories losing market share and declaring bankruptcy and/or closing stores. However, other retailers, specifically those in the value and convenience category, continue to launch new concepts and expand their store fleets within the suburban, high household income communities in which many of the Company’s properties are located. As a result, the Company believes that its prospects to backfill vacant spaces or non-renewing tenants are generally good, though such re-tenanting efforts would likely require additional capital expenditures and the opportunities to lease any vacant theater spaces may be more limited. However, there can be no assurance that vacancy resulting from increasingly uncertain economic conditions will not adversely affect the Company’s operating results or the valuation of its properties.
FORWARD-LOOKING STATEMENTS
MD&A should be read in conjunction with the Company’s consolidated financial statements and the notes thereto appearing elsewhere in this report. Historical results and percentage relationships set forth in the Company’s consolidated 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 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 dispositions 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 Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
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:
30
31
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company’s primary market risk exposure is interest rate risk. At June 30, 2025, the Company’s debt, excluding unconsolidated joint venture debt and the impact of the reclassification from accumulated other comprehensive income to interest expense related to the terminated interest rate swap, is summarized as follows:
Amount(Millions)
Weighted-AverageMaturity(Years)
Weighted-AverageInterestRate
Percentageof Total
Fixed-Rate Debt
97.8
3.3
6.7
33.9
98.5
3.8
32.7
Variable-Rate Debt
190.6
1.2
7.1
66.1
202.9
1.7
67.3
The Company’s unconsolidated joint ventures’ indebtedness at its carrying value is summarized as follows:
JointVentureDebt(Millions)
Company'sProportionateShare(Millions)
367.4
73.4
3.5
365.4
73.1
4.0
60.5
1.4
5.0
61.0
30.3
0.9
The sensitivity to changes in interest rates of the Company’s fixed-rate debt was determined using a valuation model based upon factors that measure the net present value of such obligations that arise from the hypothetical estimate as discussed above. A 100 basis-point increase in short-term market interest rates on variable-rate debt at June 30, 2025, would result in an increase in interest expense of approximately $1.0 million for the Company for the six months ended June 30, 2025.
The Company intends to use retained cash flow, proceeds from asset sales, and debt financing to repay indebtedness and fund capital expenditures at the Company’s shopping centers. Thus, to the extent the Company incurs additional variable-rate indebtedness or needs to refinance existing fixed-rate indebtedness in a rising interest rate environment, its exposure to increases in interest rates in an inflationary period could increase.
An estimate of the fair value for the effect of a 100 basis-point increase in interest rates at June 30, 2025 and December 31, 2024, is summarized as follows (in millions):
Carrying Value
100 Basis-PointIncrease inMarket InterestRate
Company’s fixed-rate debt
102.6
99.8
102.3
99.1
Company’s proportionate share of joint venture fixed-rate debt
75.2
73.0
73.5
71.1
The sensitivity to changes in interest rates of the Company’s fixed-rate debt was determined using a valuation model based upon factors that measure the net present value of such obligations that arise from the hypothetical estimate as discussed above.
The Company and its joint ventures intend to continually monitor and actively manage interest costs on their variable-rate debt portfolio and may enter into swap positions based on market fluctuations. In addition, the Company believes it has the ability to obtain funds through additional debt financings. Accordingly, the cost of obtaining such protection agreements versus the Company’s access to capital markets will continue to be evaluated. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. As of June 30, 2025, the Company had no other material exposure to market risk.
Item 4. CONTROLS AND PROCEDURES
The Company’s management, with the participation of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation, pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b), of the effectiveness of our disclosure controls and procedures. Based on their evaluation as required, the CEO and CFO have concluded that the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and were effective as of the end of such period to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
During the three months ended June 30, 2025, there were no changes in the Company’s internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
PART II
OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company and its subsidiaries are subject to various legal proceedings, which, taken together, are not expected to have a material adverse effect on the Company. The Company is also subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by insurance. While the resolution of all matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations.
Item 1A. RISK FACTORS
None.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ISSUER PURCHASES OF EQUITY SECURITIES
(a)
(b)
(c)
(d)
TotalNumber ofSharesPurchased
AveragePrice Paidper Share
Total Numberof Shares Purchasedas Part ofPublicly AnnouncedPlans or Programs
Maximum Number(or ApproximateDollar Value) ofShares that May YetBe Purchased Under the Plans or Programs(Millions)
April 1–30, 2025
May 1–31, 2025
June 1–30, 2025
On December 20, 2022, the Company announced that its Board of Directors authorized a common share repurchase program. Under the terms of the program, the Company is authorized to repurchase up to a maximum value of $100.0 million of its common shares. As of June 30, 2025, the Company had repurchased 0.5 million of its common shares under this program in open market purchases in the aggregate at a cost of $26.6 million.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
Item 6. EXHIBITS
10.1
Loan Agreement, dated as of October 4, 2023, between SCC Nassau Park Pavilion NJ LLC, as Borrower, and Athene Annuity and Life Company, as Lender1
10.2
Purchase and Sale Agreement, dated as of June 18, 2025, by and among DDR Winter Garden LLC, as Seller, and RA2 - Winter Gardens Village LLC, as Buyer1
31.1
Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 19341
31.2
Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 19341
32.1
Certification of chief executive officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 20021,2
32.2
Certification of chief financial officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 20021,2
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document1
101.SCH
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document1
104
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 has been formatted in Inline XBRL and included in Exhibit 101.
Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, (ii) Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024, (iii) Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2025 and 2024, (iv) Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2025 and 2024, (v) Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 and (vi) Notes to Condensed Consolidated Financial Statements.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SITE CENTERS CORP.
By:
/s/ Jeffrey A. Scott
Name:
Jeffrey A. Scott
Title:
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
Date: August 5, 2025