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Nature of Business and Financial Statement Presentation
9 Months Ended
Sep. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Business and Financial Statement Presentation
1.
Nature of Business and Financial Statement Presentation

Nature of Business

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

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