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[10-Q] Curbline Properties Corp. Quarterly Earnings Report

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(Neutral)
Filing Sentiment
(Neutral)
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10-Q
Rhea-AI Filing Summary

Middlesex Water Company (NASDAQ: MSEX) filed a Rule 424(b)(5) prospectus supplement dated 29 Jul 2025 to continue its direct share purchase, sale and dividend reinvestment program (the “Investment Plan”). The filing registers the remaining 712,353 unsold shares of common stock previously registered on Form S-3 (File No. 333-266482) and shifts them to the new shelf registration (File No. 333-287177) dated 12 May 2025. Shares may be issued directly by the company or purchased in the open market; any proceeds provide a flexible, low-cost source of equity capital.

The Plan allows first-time investors to start with $500–$10,000 (or $25 monthly ACH) and existing holders to reinvest dividends or make optional cash purchases up to $25,000 per quarter. Plan shares may occasionally be offered at a discount at the company’s discretion, though no specific discount is currently set. Key risks highlighted include share-price volatility between order and execution, potential tax liabilities on reinvested dividends, and the possibility that dividends may be reduced or suspended. The company’s last reported market price was $51.52 on 28 Jul 2025; no proceeds estimate, use-of-funds detail or earnings data are provided in this supplement.

Middlesex Water Company (NASDAQ: MSEX) ha presentato un supplemento al prospetto secondo la Regola 424(b)(5) datato 29 luglio 2025 per proseguire il suo programma diretto di acquisto di azioni, vendita e reinvestimento dei dividendi (il “Piano di Investimento”). La registrazione riguarda le 712.353 azioni ordinarie invendute precedentemente registrate nel Modulo S-3 (File n. 333-266482) e le trasferisce alla nuova registrazione a scaffale (File n. 333-287177) datata 12 maggio 2025. Le azioni possono essere emesse direttamente dalla società o acquistate sul mercato aperto; i proventi offrono una fonte flessibile e a basso costo di capitale azionario.

Il Piano consente agli investitori alle prime armi di iniziare con un investimento tra 500 e 10.000 dollari (o 25 dollari mensili tramite ACH) e agli azionisti esistenti di reinvestire i dividendi o effettuare acquisti in contanti opzionali fino a 25.000 dollari per trimestre. Le azioni del Piano possono occasionalmente essere offerte con uno sconto a discrezione della società, anche se al momento non è previsto alcuno sconto specifico. I rischi principali evidenziati includono la volatilità del prezzo delle azioni tra ordine ed esecuzione, possibili obblighi fiscali sui dividendi reinvestiti e la possibilità che i dividendi vengano ridotti o sospesi. Il prezzo di mercato più recente comunicato dalla società era di 51,52 dollari al 28 luglio 2025; nel supplemento non sono forniti stime dei proventi, dettagli sull’uso dei fondi o dati sugli utili.

Middlesex Water Company (NASDAQ: MSEX) presentó un suplemento al prospecto bajo la Regla 424(b)(5) con fecha 29 de julio de 2025 para continuar su programa directo de compra de acciones, venta y reinversión de dividendos (el “Plan de Inversión”). La presentación registra las 712,353 acciones ordinarias restantes sin vender previamente registradas en el Formulario S-3 (Archivo No. 333-266482) y las traslada al nuevo registro en estantería (Archivo No. 333-287177) fechado el 12 de mayo de 2025. Las acciones pueden emitirse directamente por la empresa o adquirirse en el mercado abierto; cualquier ingreso proporciona una fuente flexible y de bajo costo de capital accionario.

El Plan permite a los inversores primerizos comenzar con $500–$10,000 (o $25 mensuales por ACH) y a los titulares existentes reinvertir dividendos o hacer compras en efectivo opcionales hasta $25,000 por trimestre. Las acciones del Plan pueden ofrecerse ocasionalmente con un descuento a discreción de la empresa, aunque actualmente no hay un descuento específico establecido. Los riesgos clave destacados incluyen la volatilidad del precio de las acciones entre la orden y la ejecución, posibles obligaciones fiscales sobre los dividendos reinvertidos y la posibilidad de que los dividendos se reduzcan o suspendan. El último precio de mercado informado por la empresa fue de $51.52 el 28 de julio de 2025; en este suplemento no se proporcionan estimaciones de ingresos, detalles sobre el uso de fondos ni datos de ganancias.

Middlesex Water Company (NASDAQ: MSEX)는 2025년 7월 29일자 Rule 424(b)(5) 보충 설명서를 제출하여 직접 주식 구매, 판매 및 배당금 재투자 프로그램(“투자 계획”)을 계속 진행합니다. 이번 제출은 이전에 Form S-3 (파일 번호 333-266482)에 등록된 남은 712,353주 미판매 보통주를 등록하고 이를 2025년 5월 12일자 새로운 선반 등록(파일 번호 333-287177)으로 이전합니다. 주식은 회사에서 직접 발행하거나 공개 시장에서 매입할 수 있으며, 수익금은 유연하고 저비용의 자본 조달 수단을 제공합니다.

이 계획은 신규 투자자가 500~10,000달러 (또는 월 25달러 ACH)로 시작할 수 있게 하며, 기존 보유자는 배당금을 재투자하거나 분기당 최대 25,000달러까지 선택적 현금 구매를 할 수 있습니다. 계획 주식은 회사 재량에 따라 가끔 할인이 제공될 수 있으나 현재 구체적인 할인율은 없습니다. 주요 위험 요소로는 주문과 실행 간 주가 변동성, 재투자된 배당금에 대한 잠재적 세금 부담, 배당금이 감소되거나 중단될 가능성이 포함됩니다. 회사가 마지막으로 보고한 시장 가격은 2025년 7월 28일 기준 51.52달러였으며, 이 보충 설명서에는 수익 추정치, 자금 사용 내역 또는 수익 데이터가 포함되어 있지 않습니다.

Middlesex Water Company (NASDAQ : MSEX) a déposé un supplément de prospectus conformément à la règle 424(b)(5) daté du 29 juillet 2025 pour poursuivre son programme direct d’achat d’actions, de vente et de réinvestissement des dividendes (le « Plan d’Investissement »). Ce dépôt enregistre les 712 353 actions ordinaires restantes non vendues précédemment enregistrées sur le formulaire S-3 (dossier n° 333-266482) et les transfère au nouveau registre de base (dossier n° 333-287177) daté du 12 mai 2025. Les actions peuvent être émises directement par la société ou achetées sur le marché libre ; les produits offrent une source flexible et peu coûteuse de capital-actions.

Le Plan permet aux investisseurs débutants de commencer avec 500 à 10 000 $ (ou 25 $ mensuels par ACH) et aux détenteurs existants de réinvestir les dividendes ou de faire des achats en espèces facultatifs jusqu’à 25 000 $ par trimestre. Les actions du Plan peuvent parfois être proposées à prix réduit à la discrétion de la société, bien qu’aucune réduction spécifique ne soit actuellement fixée. Les principaux risques soulignés comprennent la volatilité du cours de l’action entre la commande et l’exécution, les éventuelles obligations fiscales sur les dividendes réinvestis et la possibilité que les dividendes soient réduits ou suspendus. Le dernier cours de marché communiqué par la société était de 51,52 $ au 28 juillet 2025 ; aucune estimation des produits, détail sur l’utilisation des fonds ou données de bénéfices ne sont fournies dans ce supplément.

Middlesex Water Company (NASDAQ: MSEX) reichte am 29. Juli 2025 einen Nachtrag zum Prospekt gemäß Regel 424(b)(5) ein, um ihr direktes Aktienkauf-, Verkaufs- und Dividenden-Reinvestitionsprogramm (das „Investmentplan“) fortzusetzen. Die Einreichung registriert die verbleibenden 712.353 nicht verkauften Stammaktien, die zuvor im Formular S-3 (Aktenzeichen 333-266482) registriert wurden, und verschiebt sie in die neue Shelf-Registrierung (Aktenzeichen 333-287177) vom 12. Mai 2025. Aktien können direkt vom Unternehmen ausgegeben oder am offenen Markt gekauft werden; die Erlöse bieten eine flexible, kostengünstige Eigenkapitalquelle.

Der Plan ermöglicht Erstinvestoren einen Einstieg mit 500 bis 10.000 US-Dollar (oder monatlich 25 US-Dollar per ACH) und bestehenden Aktionären die Reinvestition von Dividenden oder optionale Bar-Käufe bis zu 25.000 US-Dollar pro Quartal. Plan-Aktien können gelegentlich nach Ermessen des Unternehmens mit einem Rabatt angeboten werden, obwohl derzeit kein spezifischer Rabatt festgelegt ist. Wichtige Risiken umfassen die Volatilität des Aktienkurses zwischen Auftrag und Ausführung, mögliche Steuerpflichten auf reinvestierte Dividenden sowie die Möglichkeit, dass Dividenden reduziert oder ausgesetzt werden. Der zuletzt gemeldete Marktpreis lag bei 51,52 US-Dollar am 28. Juli 2025; in diesem Nachtrag werden keine Schätzungen zu Erlösen, Mittelverwendung oder Gewinnzahlen angegeben.

Positive
  • Flexible capital source: up to 712,353 additional shares (~$37 M at $51.52) can be sold without a separate offering process.
  • Retail-friendly structure: low minimum investment and automatic reinvestment may broaden shareholder base and support demand.
Negative
  • Potential dilution: ongoing issuance, while small relative to market cap, will incrementally dilute existing shareholders.
  • Dividend not guaranteed: company explicitly reserves the right to suspend or reduce quarterly dividends.

Insights

TL;DR: Routine shelf update; modest dilution capacity, limited immediate impact.

This filing is largely administrative—Middlesex is simply rolling forward 712k shares already registered for its DRIP/Direct Purchase Plan onto a new 2025 shelf. At the current market price, the maximum raise is roughly $37 million, or about <2% of market cap, offering inexpensive equity for ongoing capex or debt reduction. Because sales occur at investor discretion over time, dilution will be gradual. No change to dividend policy or financial guidance is implied; risk factors and forward-looking statements are boiler-plate. Overall, I view the event as neutral for valuation but modestly positive for liquidity flexibility.

Middlesex Water Company (NASDAQ: MSEX) ha presentato un supplemento al prospetto secondo la Regola 424(b)(5) datato 29 luglio 2025 per proseguire il suo programma diretto di acquisto di azioni, vendita e reinvestimento dei dividendi (il “Piano di Investimento”). La registrazione riguarda le 712.353 azioni ordinarie invendute precedentemente registrate nel Modulo S-3 (File n. 333-266482) e le trasferisce alla nuova registrazione a scaffale (File n. 333-287177) datata 12 maggio 2025. Le azioni possono essere emesse direttamente dalla società o acquistate sul mercato aperto; i proventi offrono una fonte flessibile e a basso costo di capitale azionario.

Il Piano consente agli investitori alle prime armi di iniziare con un investimento tra 500 e 10.000 dollari (o 25 dollari mensili tramite ACH) e agli azionisti esistenti di reinvestire i dividendi o effettuare acquisti in contanti opzionali fino a 25.000 dollari per trimestre. Le azioni del Piano possono occasionalmente essere offerte con uno sconto a discrezione della società, anche se al momento non è previsto alcuno sconto specifico. I rischi principali evidenziati includono la volatilità del prezzo delle azioni tra ordine ed esecuzione, possibili obblighi fiscali sui dividendi reinvestiti e la possibilità che i dividendi vengano ridotti o sospesi. Il prezzo di mercato più recente comunicato dalla società era di 51,52 dollari al 28 luglio 2025; nel supplemento non sono forniti stime dei proventi, dettagli sull’uso dei fondi o dati sugli utili.

Middlesex Water Company (NASDAQ: MSEX) presentó un suplemento al prospecto bajo la Regla 424(b)(5) con fecha 29 de julio de 2025 para continuar su programa directo de compra de acciones, venta y reinversión de dividendos (el “Plan de Inversión”). La presentación registra las 712,353 acciones ordinarias restantes sin vender previamente registradas en el Formulario S-3 (Archivo No. 333-266482) y las traslada al nuevo registro en estantería (Archivo No. 333-287177) fechado el 12 de mayo de 2025. Las acciones pueden emitirse directamente por la empresa o adquirirse en el mercado abierto; cualquier ingreso proporciona una fuente flexible y de bajo costo de capital accionario.

El Plan permite a los inversores primerizos comenzar con $500–$10,000 (o $25 mensuales por ACH) y a los titulares existentes reinvertir dividendos o hacer compras en efectivo opcionales hasta $25,000 por trimestre. Las acciones del Plan pueden ofrecerse ocasionalmente con un descuento a discreción de la empresa, aunque actualmente no hay un descuento específico establecido. Los riesgos clave destacados incluyen la volatilidad del precio de las acciones entre la orden y la ejecución, posibles obligaciones fiscales sobre los dividendos reinvertidos y la posibilidad de que los dividendos se reduzcan o suspendan. El último precio de mercado informado por la empresa fue de $51.52 el 28 de julio de 2025; en este suplemento no se proporcionan estimaciones de ingresos, detalles sobre el uso de fondos ni datos de ganancias.

Middlesex Water Company (NASDAQ: MSEX)는 2025년 7월 29일자 Rule 424(b)(5) 보충 설명서를 제출하여 직접 주식 구매, 판매 및 배당금 재투자 프로그램(“투자 계획”)을 계속 진행합니다. 이번 제출은 이전에 Form S-3 (파일 번호 333-266482)에 등록된 남은 712,353주 미판매 보통주를 등록하고 이를 2025년 5월 12일자 새로운 선반 등록(파일 번호 333-287177)으로 이전합니다. 주식은 회사에서 직접 발행하거나 공개 시장에서 매입할 수 있으며, 수익금은 유연하고 저비용의 자본 조달 수단을 제공합니다.

이 계획은 신규 투자자가 500~10,000달러 (또는 월 25달러 ACH)로 시작할 수 있게 하며, 기존 보유자는 배당금을 재투자하거나 분기당 최대 25,000달러까지 선택적 현금 구매를 할 수 있습니다. 계획 주식은 회사 재량에 따라 가끔 할인이 제공될 수 있으나 현재 구체적인 할인율은 없습니다. 주요 위험 요소로는 주문과 실행 간 주가 변동성, 재투자된 배당금에 대한 잠재적 세금 부담, 배당금이 감소되거나 중단될 가능성이 포함됩니다. 회사가 마지막으로 보고한 시장 가격은 2025년 7월 28일 기준 51.52달러였으며, 이 보충 설명서에는 수익 추정치, 자금 사용 내역 또는 수익 데이터가 포함되어 있지 않습니다.

Middlesex Water Company (NASDAQ : MSEX) a déposé un supplément de prospectus conformément à la règle 424(b)(5) daté du 29 juillet 2025 pour poursuivre son programme direct d’achat d’actions, de vente et de réinvestissement des dividendes (le « Plan d’Investissement »). Ce dépôt enregistre les 712 353 actions ordinaires restantes non vendues précédemment enregistrées sur le formulaire S-3 (dossier n° 333-266482) et les transfère au nouveau registre de base (dossier n° 333-287177) daté du 12 mai 2025. Les actions peuvent être émises directement par la société ou achetées sur le marché libre ; les produits offrent une source flexible et peu coûteuse de capital-actions.

Le Plan permet aux investisseurs débutants de commencer avec 500 à 10 000 $ (ou 25 $ mensuels par ACH) et aux détenteurs existants de réinvestir les dividendes ou de faire des achats en espèces facultatifs jusqu’à 25 000 $ par trimestre. Les actions du Plan peuvent parfois être proposées à prix réduit à la discrétion de la société, bien qu’aucune réduction spécifique ne soit actuellement fixée. Les principaux risques soulignés comprennent la volatilité du cours de l’action entre la commande et l’exécution, les éventuelles obligations fiscales sur les dividendes réinvestis et la possibilité que les dividendes soient réduits ou suspendus. Le dernier cours de marché communiqué par la société était de 51,52 $ au 28 juillet 2025 ; aucune estimation des produits, détail sur l’utilisation des fonds ou données de bénéfices ne sont fournies dans ce supplément.

Middlesex Water Company (NASDAQ: MSEX) reichte am 29. Juli 2025 einen Nachtrag zum Prospekt gemäß Regel 424(b)(5) ein, um ihr direktes Aktienkauf-, Verkaufs- und Dividenden-Reinvestitionsprogramm (das „Investmentplan“) fortzusetzen. Die Einreichung registriert die verbleibenden 712.353 nicht verkauften Stammaktien, die zuvor im Formular S-3 (Aktenzeichen 333-266482) registriert wurden, und verschiebt sie in die neue Shelf-Registrierung (Aktenzeichen 333-287177) vom 12. Mai 2025. Aktien können direkt vom Unternehmen ausgegeben oder am offenen Markt gekauft werden; die Erlöse bieten eine flexible, kostengünstige Eigenkapitalquelle.

Der Plan ermöglicht Erstinvestoren einen Einstieg mit 500 bis 10.000 US-Dollar (oder monatlich 25 US-Dollar per ACH) und bestehenden Aktionären die Reinvestition von Dividenden oder optionale Bar-Käufe bis zu 25.000 US-Dollar pro Quartal. Plan-Aktien können gelegentlich nach Ermessen des Unternehmens mit einem Rabatt angeboten werden, obwohl derzeit kein spezifischer Rabatt festgelegt ist. Wichtige Risiken umfassen die Volatilität des Aktienkurses zwischen Auftrag und Ausführung, mögliche Steuerpflichten auf reinvestierte Dividenden sowie die Möglichkeit, dass Dividenden reduziert oder ausgesetzt werden. Der zuletzt gemeldete Marktpreis lag bei 51,52 US-Dollar am 28. Juli 2025; in diesem Nachtrag werden keine Schätzungen zu Erlösen, Mittelverwendung oder Gewinnzahlen angegeben.

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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 1-42265

 

 

Curbline Properties Corp.

(Exact name of registrant as specified in its charter)

 

 

Maryland

 

93-4224532

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

320 Park Avenue

New York, New York

 

10022

(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 Stock, $0.01 Par Value Per Share

 

CURB

 

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 22, 2025 the registrant had 105,214,628 shares of common stock, $0.01 par value per share, outstanding.

 

 


 

EXPLANATORY NOTE

This quarterly report of Curbline Properties Corp. (the “Company” or “Curbline”, “we” or “us”) includes the financial statements of the Company as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024.

On October 1, 2024, SITE Centers Corp. (“SITE Centers”) completed the spin-off of Curbline, pursuant to which SITE Centers contributed 79 convenience properties to the Company. The spin-off was effected pursuant to the Separation and Distribution Agreement, dated as of October 1, 2024, among the Company, Curbline Properties LP, a subsidiary of the Company, and SITE Centers, as further described in the Information Statement (as defined below).

The spin-off is more fully described in the information statement included as Exhibit 99.1 to the Company’s Registration Statement on Form 10 (File No. 001-42265) filed with the Securities and Exchange Commission on September 3, 2024 (the “Information Statement”). The spin-off became effective at 12:01 a.m., Eastern Time, on October 1, 2024 (the “Spin-Off Date”). The Company’s common stock trades on the New York Stock Exchange under the symbol “CURB”.

The financial statements prior to the Spin-Off Date do not represent the financial statements of a legal entity, but rather a combination of entities under common control that have been “carved out” of the consolidated financial statements of SITE Centers and presented on a consolidated basis. Therefore, the consolidated financial statements prior to the Spin-Off Date are not necessarily indicative of the Company’s results of operations, cash flows or financial position following the completion of the spin-off. For more information regarding the risks related to our business, refer to the section captioned “1A. Risk Factors” contained in the Company’s Annual Report on Form 10-K.

2


 

 

Curbline Properties Corp.

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

 

4

 

 

Consolidated Statements of Operations for the Three Months Ended June 30, 2025 and 2024

 

5

 

 

Consolidated Statements of Operations for the Six Months Ended June 30, 2025 and 2024

 

6

 

 

Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2025 and 2024

 

7

 

 

Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2025 and 2024

 

8

 

 

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024

 

9

 

 

Notes to Consolidated Financial Statements

 

10

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

20

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

 

32

Item 4.

 

Controls and Procedures

 

33

PART II. OTHER INFORMATION

Item 1.

 

Legal Proceedings

 

34

Item 1A.

 

Risk Factors

 

34

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

34

Item 3.

 

Defaults Upon Senior Securities

 

34

Item 4.

 

Mine Safety Disclosures

 

34

Item 5.

 

Other Information

 

34

Item 6.

 

Exhibits

 

35

SIGNATURES

 

36

 

 

3


 

Curbline Properties Corp.

CONSOLIDATED BALANCE SHEETS

(unaudited; in thousands, except share amounts)

 

 

June 30, 2025

 

 

December 31, 2024

 

Assets

 

 

 

 

 

Land

$

600,790

 

 

$

490,563

 

Buildings

 

995,543

 

 

 

841,912

 

Fixtures and tenant improvements

 

90,525

 

 

 

80,636

 

 

 

1,686,858

 

 

 

1,413,111

 

Less: Accumulated depreciation

 

(184,454

)

 

 

(165,350

)

 

 

1,502,404

 

 

 

1,247,761

 

Construction in progress and land

 

16,779

 

 

 

14,456

 

Total real estate assets, net

 

1,519,183

 

 

 

1,262,217

 

Cash and cash equivalents

 

429,865

 

 

 

626,409

 

Accounts receivable, net

 

18,774

 

 

 

15,887

 

Amounts receivable from SITE Centers

 

31,287

 

 

 

33,762

 

Intangible assets, net

 

101,290

 

 

 

82,670

 

Other assets

 

33,404

 

 

 

12,153

 

 

$

2,133,803

 

 

$

2,033,098

 

Liabilities and Equity

 

 

 

 

 

Indebtedness, net

$

99,090

 

 

$

 

Below-market leases, net

 

52,514

 

 

 

40,149

 

Dividends payable

 

17,403

 

 

 

26,674

 

Accounts payable and other liabilities

 

35,815

 

 

 

23,718

 

Total liabilities

 

204,822

 

 

 

90,541

 

Commitments and contingencies (Note 7)

 

 

 

 

 

Equity

 

 

 

 

 

Preferred Stock, par value $0.01 per share; 100,000,000 authorized;
    
0 shares outstanding at June 30, 2025 and December 31, 2024

 

 

 

 

 

Common Stock, par value $0.01 per share; 400,000,000 shares authorized;
   
105,214,628 and 105,043,781 shares outstanding at June 30, 2025 and
   December 31, 2024, respectively

 

1,052

 

 

 

1,050

 

Additional paid-in-capital

 

1,955,933

 

 

 

1,954,548

 

Accumulated distributions in excess of net income

 

(27,948

)

 

 

(15,021

)

Accumulated other comprehensive income

 

(2,815

)

 

 

1,207

 

Total stockholders’ equity

 

1,926,222

 

 

 

1,941,784

 

Non-controlling interests

 

2,759

 

 

 

773

 

Total equity

 

1,928,981

 

 

 

1,942,557

 

 

$

2,133,803

 

 

$

2,033,098

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4


 

Curbline Properties Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in thousands)

 

 

Three Months

 

 

Ended June 30,

 

 

2025

 

 

2024

 

Revenues from operations:

 

 

 

 

 

Rental income

$

41,104

 

 

$

27,944

 

Other income

 

298

 

 

 

212

 

 

 

41,402

 

 

 

28,156

 

Rental operation expenses:

 

 

 

 

 

Operating and maintenance

 

5,666

 

 

 

3,059

 

Real estate taxes

 

4,971

 

 

 

2,975

 

General and administrative

 

8,156

 

 

 

2,201

 

Depreciation and amortization

 

16,039

 

 

 

9,376

 

 

 

34,832

 

 

 

17,611

 

Other income (expense):

 

 

 

 

 

Interest expense

 

(1,767

)

 

 

(166

)

Interest income

 

5,580

 

 

 

 

Other income (expense), net

 

95

 

 

 

(4,143

)

Income before tax expense

 

10,478

 

 

 

6,236

 

Tax expense of taxable REIT subsidiaries and state franchise and income taxes

 

(72

)

 

 

 

Net income

$

10,406

 

 

$

6,236

 

Income attributable to non-controlling interests

 

(14

)

 

 

 

Net income attributable to Curbline

$

10,392

 

 

$

6,236

 

 

 

 

 

 

 

Per share data:

 

 

 

 

 

Basic

$

0.10

 

 

$

0.06

 

Diluted

$

0.10

 

 

$

0.06

 

 

5


 

Curbline Properties Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in thousands)

 

 

Six Months

 

 

Ended June 30,

 

 

2025

 

 

2024

 

Revenues from operations:

 

 

 

 

 

Rental income

$

79,542

 

 

$

55,810

 

Other income

 

555

 

 

 

385

 

 

 

80,097

 

 

 

56,195

 

Rental operation expenses:

 

 

 

 

 

Operating and maintenance

 

11,068

 

 

 

5,991

 

Real estate taxes

 

9,792

 

 

 

5,996

 

General and administrative

 

17,084

 

 

 

3,725

 

Depreciation and amortization

 

30,502

 

 

 

18,611

 

 

 

68,446

 

 

 

34,323

 

Other income (expense):

 

 

 

 

 

Interest expense

 

(2,334

)

 

 

(416

)

Interest income

 

11,233

 

 

 

 

Other income (expense), net

 

553

 

 

 

(7,245

)

Gain on disposition of real estate, net

 

42

 

 

 

 

Income before tax expense

 

21,145

 

 

 

14,211

 

Tax expense of taxable REIT subsidiaries and state franchise and income taxes

 

(177

)

 

 

 

Net income

$

20,968

 

 

$

14,211

 

Income attributable to non-controlling interests

 

(26

)

 

 

 

Net income attributable to Curbline

$

20,942

 

 

$

14,211

 

 

 

 

 

 

 

Per share data:

 

 

 

 

 

Basic

$

0.20

 

 

$

0.14

 

Diluted

$

0.20

 

 

$

0.14

 

 

The accompanying notes are an integral part of these consolidated financial statements.

6


 

Curbline Properties Corp.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited; in thousands)

 

 

Three Months

 

 

Six Months

 

 

Ended June 30,

 

 

Ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net income

$

10,406

 

 

$

6,236

 

 

$

20,968

 

 

$

14,211

 

Change in cash flow hedges

 

(2,864

)

 

 

 

 

 

(4,027

)

 

 

 

Comprehensive income

$

7,542

 

 

$

6,236

 

 

$

16,941

 

 

$

14,211

 

Comprehensive income attributable to non-controlling interests

 

4

 

 

 

 

 

 

5

 

 

 

 

Net income attributable to non-controlling interests

 

(14

)

 

 

 

 

 

(26

)

 

 

 

Total comprehensive income attributable to Curbline

$

7,532

 

 

$

6,236

 

 

$

16,920

 

 

$

14,211

 

 

The accompanying notes are an integral part of these consolidated financial statements.

7


 

Curbline Properties Corp.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited; in thousands)

 

 

Curbline Equity

 

 

 

 

 

 

 

 

Common Stock Amounts

 

 

Additional
Paid-in Capital

 

 

Accumulated Distributions in Excess of
Net Income

 

 

Accumulated Other Comprehensive Income

 

 

Total Stockholders’ Equity

 

 

Non-controlling Interests - Unit Holders in Operating Partnership

 

 

Total Equity

 

Balance, December 31, 2024

$

1,050

 

 

$

1,954,548

 

 

$

(15,021

)

 

$

1,207

 

 

$

1,941,784

 

 

$

773

 

 

$

1,942,557

 

   Issuance of common stock
       related to stock plans

 

3

 

 

 

(3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Stock-based awards retained for taxes

 

(1

)

 

 

(2,973

)

 

 

 

 

 

 

 

 

(2,974

)

 

 

 

 

 

(2,974

)

   Stock-based compensation, net

 

 

 

 

2,428

 

 

 

 

 

 

 

 

 

2,428

 

 

 

1,166

 

 

 

3,594

 

   Dividend and distributions,
       net declared

 

 

 

 

(18

)

 

 

(16,935

)

 

 

 

 

 

(16,953

)

 

 

(163

)

 

 

(17,116

)

   Rebalancing of non-controlling
       interests

 

 

 

 

153

 

 

 

 

 

 

 

 

 

153

 

 

 

(153

)

 

 

 

   Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

(1,162

)

 

 

(1,162

)

 

 

(1

)

 

 

(1,163

)

   Net income

 

 

 

 

 

 

 

10,550

 

 

 

 

 

 

10,550

 

 

 

12

 

 

 

10,562

 

Balance, March 31, 2025

 

1,052

 

 

 

1,954,135

 

 

 

(21,406

)

 

 

45

 

 

 

1,933,826

 

 

 

1,634

 

 

 

1,935,460

 

   Issuance of common stock
       related to stock plans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Stock-based awards retained for taxes

 

 

 

 

(9

)

 

 

 

 

 

 

 

 

(9

)

 

 

 

 

 

(9

)

   Stock-based compensation, net

 

 

 

 

1,858

 

 

 

 

 

 

 

 

 

1,858

 

 

 

1,214

 

 

 

3,072

 

   Dividend and distributions,
       net declared

 

 

 

 

(15

)

 

 

(16,934

)

 

 

 

 

 

(16,949

)

 

 

(135

)

 

 

(17,084

)

   Rebalancing of non-controlling
       interests

 

 

 

 

(36

)

 

 

 

 

 

 

 

 

(36

)

 

 

36

 

 

 

 

   Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

(2,860

)

 

 

(2,860

)

 

 

(4

)

 

 

(2,864

)

   Net income

 

 

 

 

 

 

 

10,392

 

 

 

 

 

 

10,392

 

 

 

14

 

 

 

10,406

 

Balance, June 30, 2025

$

1,052

 

 

$

1,955,933

 

 

$

(27,948

)

 

$

(2,815

)

 

$

1,926,222

 

 

$

2,759

 

 

$

1,928,981

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Curbline Equity

 

 

 

 

 

 

 

 

Common Stock Amounts

 

 

Additional
Paid-in Capital

 

 

Accumulated Distributions in Excess of
Net Income

 

 

Net Parent Investment

 

 

Accumulated Other Comprehensive Income

 

 

Total Parent Company Equity

 

 

Non-controlling Interests - Unit Holders in Operating Partnership

 

 

Total Equity

 

Balance, December 31, 2023

$

 

 

$

 

 

$

 

 

$

862,638

 

 

$

 

 

$

862,638

 

 

$

 

 

$

862,638

 

   Net transactions with SITE
       Centers prior to Spin-Off

 

 

 

 

 

 

 

 

 

 

8,338

 

 

 

 

 

 

8,338

 

 

 

 

 

 

8,338

 

   Net income

 

 

 

 

 

 

 

 

 

 

7,975

 

 

 

 

 

 

7,975

 

 

 

 

 

 

7,975

 

Balance, March 31, 2024

 

 

 

 

 

 

 

 

 

 

878,951

 

 

 

 

 

 

878,951

 

 

 

 

 

 

878,951

 

   Net transactions with SITE
       Centers prior to Spin-Off

 

 

 

 

 

 

 

 

 

 

80,333

 

 

 

 

 

 

80,333

 

 

 

 

 

 

80,333

 

   Net income

 

 

 

 

 

 

 

 

 

 

6,236

 

 

 

 

 

 

6,236

 

 

 

 

 

 

6,236

 

Balance, June 30, 2024

$

 

 

$

 

 

$

 

 

$

965,520

 

 

$

 

 

$

965,520

 

 

$

 

 

$

965,520

 

 

The accompanying notes are an integral part of these consolidated financial statements.

8


 

Curbline Properties Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in thousands)

 

 

Six Months

 

 

Ended June 30,

 

 

2025

 

 

2024

 

Cash flow from operating activities:

 

 

 

 

 

Net income

$

20,968

 

 

$

14,211

 

Adjustments to reconcile net income to net cash flow provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

30,502

 

 

 

18,611

 

Amortization and write-off of debt issuance costs

 

607

 

 

 

93

 

Stock-based compensation

 

6,666

 

 

 

 

Assumption of buildings due to ground lease terminations

 

(704

)

 

 

(2,678

)

Gain on disposition of real estate

 

(42

)

 

 

 

Net change in accounts receivable

 

(2,238

)

 

 

(7

)

Net change in accounts payable and accrued expenses

 

2,015

 

 

 

3,211

 

Net change in other operating assets and liabilities

 

1,769

 

 

 

(1,110

)

Total adjustments

 

38,575

 

 

 

18,120

 

Net cash flow provided by operating activities

 

59,543

 

 

 

32,331

 

Cash flow from investing activities:

 

 

 

 

 

Real estate acquired, net of liabilities and cash assumed

 

(280,552

)

 

 

(72,266

)

Acquisition escrow deposits

 

(22,690

)

 

 

 

Real estate improvements to operating real estate

 

(5,237

)

 

 

(8,610

)

Net cash flow used for investing activities

 

(308,479

)

 

 

(80,876

)

Cash flow from financing activities:

 

 

 

 

 

Proceeds from term loan

 

100,000

 

 

 

 

Repayment of mortgage debt

 

 

 

 

(25,651

)

Payment of debt issuance costs

 

(1,156

)

 

 

 

Taxes withheld for vested restricted stock

 

(2,983

)

 

 

 

Transactions with SITE Centers

 

 

 

 

75,001

 

Dividends paid

 

(43,469

)

 

 

 

Net cash flow provided by financing activities

 

52,392

 

 

 

49,350

 

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

(196,544

)

 

 

805

 

Cash, cash equivalents and restricted cash, beginning of period

 

626,409

 

 

 

721

 

Cash, cash equivalents and restricted cash, end of period

$

429,865

 

 

$

1,526

 

 

The accompanying notes are an integral part of these consolidated financial statements.

9


 

Notes to Consolidated Financial Statements

1.
Nature of Business and Financial Statement Presentation

Nature of Business

Curbline Properties Corp., a Maryland corporation, and its consolidated subsidiaries (collectively, the “Company” or “Curbline”) are primarily engaged in the business of owning, leasing, acquiring, and managing convenience shopping centers positioned on the curbline of well-trafficked intersections and major vehicular corridors in suburban, high household income communities. Curbline Properties LP (the “Operating Partnership”) is a Delaware limited partnership formed to serve as Curbline’s majority-owned partnership subsidiary and to own, through affiliates, all of our real estate properties and assets. The Operating Partnership’s capital includes common general and limited partnership interests in the operating partnership (“Common Units”) and LTIP Units, as described in Note 9 (together with the Common Units, the “OP Units”). As of June 30, 2025, Curbline owned, from a legal perspective, approximately 99.1% of the outstanding OP Units, including all of the outstanding Common Units, with the remaining OP Units held by members of management through LTIP Units subject to vesting requirements. Unless otherwise provided, references herein to the Company or Curbline include Curbline Properties Corp. and Curbline Properties LP and their consolidated subsidiaries. The Company’s tenant base includes a mixture of national, regional and local tenants. Consequently, the Company’s credit risk is primarily concentrated in the retail industry.

On October 1, 2024 (the “Spin-Off Date”), Curbline, the Operating Partnership and SITE Centers Corp. (“SITE Centers”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), pursuant to which, among other things, SITE Centers transferred its portfolio of convenience shopping centers, $800.0 million of unrestricted cash and certain other assets, liabilities and obligations to Curbline and effected a pro rata special distribution of all of the outstanding shares of Curbline common stock to common shareholders of SITE Centers as of September 23, 2024, the record date (the “Spin-Off”). As of June 30, 2025, the Company owned 125 convenience shopping centers consisting of 3.7 million square feet of gross leasable area (“GLA”).

Prior to the Spin-Off

For the three and six months ended and as of June 30, 2024, the accompanying historical consolidated financial statements and related notes of the Company do not represent the statement of operations and cash flows of a legal entity, but rather a combination of entities under common control that have been “carved out” of SITE Centers’ consolidated financial statements and presented herein, in each case, in accordance with U.S. generally accepted accounting principles (“GAAP”). Intercompany transactions and balances have been eliminated in combination.

The consolidated statements of operations and cash flows for the three and six months ended June 30, 2024 reflect the revenues and direct expenses of the Company and include material assets and liabilities of SITE Centers that are specifically attributable to the Company. Net parent investment reflected on the consolidated statements of equity prior to the Spin-Off Date represents the excess of total assets over total liabilities. Net parent investment is impacted by contributions from and distributions to SITE Centers, which are the result of treasury activities and net funding provided by or distributed to SITE Centers prior to the Spin-Off, as well as the allocated costs and expenses described below.

Further, the consolidated statements of operations and cash flows for the three and six months ended June 30, 2024 include an allocation of indirect costs and expenses incurred by SITE Centers related to the Company, primarily consisting of compensation and other general and administrative costs using the relative percentage of GLA of the Company and SITE Centers’ management’s knowledge of the Company. The amounts allocated in the accompanying consolidated financial statements are not necessarily indicative of the actual amount of such indirect expenses that would have been recorded had the Company been a separate independent entity during the applicable periods. The Company believes the assumptions underlying the allocation of indirect expenses are reasonable.

Use of Estimates in Preparation of Financial Statements

The preparation of financial statements in conformity with 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

10


 

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 unaudited 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, the Operating Partnership and their consolidated subsidiaries. Interests in the Operating Partnership not owned by the Company are referred to as non-controlling interests. These non-controlling interests are held by members of management in the form of LTIP Units issued pursuant to the Company’s 2024 Equity and Incentive Compensation Plan. All significant intercompany balances and transactions have been eliminated in consolidation.

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):

 

Six Months

 

 

Ended June 30,

 

 

2025

 

 

2024

 

Accounts payable related to construction in progress

$

3.2

 

 

$

1.0

 

Accounts receivable related to construction in progress

 

2.1

 

 

 

 

Accounts payable related to future acquisitions

 

1.0

 

 

 

 

Accounts payable related to finance costs

 

0.3

 

 

 

 

Assumption of buildings due to ground lease terminations

 

0.7

 

 

 

2.7

 

Dividends declared, but not paid

 

17.4

 

 

 

 

Recognition of below market ground lease assets

 

 

 

 

13.7

 

Non-Controlling Interests

Non-controlling interests in the Operating Partnership include limited partnership interests in the Operating Partnership in the form of LTIP Unit awards classified as equity. Net income allocated to the non-controlling interests related to the service-based LTIP Units is based on the weighted average ownership during the period. The Company will adjust the carrying value of the non-controlling interests to reflect its share of the book value of the Operating Partnership when there has been a change in the Company’s ownership of the Operating Partnership. Such adjustments will be recorded to additional paid-in capital as a rebalancing of non-controlling interests on the accompanying consolidated statements of equity.

Segments

The Company has a single operating segment. The Company’s convenience 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 Company’s CODM is the chief executive officer. The CODM assesses performance for the segment and decides how to allocate resources based on net income as reported on the 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. The Company defines NOI as property revenues less property-related expenses and excludes depreciation and amortization expense, interest income and expense, and corporate level transactions. The CODM reviews significant expenses associated with the Company’s single operating segment which are presented on the consolidated statements of operations. The CODM uses net income and NOI to evaluate income generated from the Company’s shopping centers in deciding whether to reinvest or allocate profits to capital expenditures, acquisitions or dividends. Net income and NOI are also used to monitor budget versus actual results in assessing the performance of the Company’s properties. The measure of segment assets is reported in the consolidated balance sheets as total consolidated assets.

Recently Issued Accounting Standards

Income Taxes. In December 2023, the FASB issued ASU 2023-09 which enhances income tax disclosure requirements in accordance with FASB 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

11


 

result 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 periods 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.

 

2.
Acquisitions

During the six months ended June 30, 2025, the Company acquired 30 convenience shopping centers for a gross purchase price of $279.1 million. The fair value of the acquisitions was allocated as follows (in thousands):

 

 

 

 

 

Weighted-Average
Amortization Period
(in Years)

Land

$

110,102

 

 

N/A

Buildings

 

151,828

 

 

(A)

Tenant improvements

 

5,378

 

 

(A)

In-place leases (including lease origination costs and fair
   market value of leases)

 

29,356

 

 

5.1

Other assets assumed

 

277

 

 

N/A

 

 

296,941

 

 

 

Less: Below-market leases

 

(14,724

)

 

14.4

Less: Other liabilities assumed

 

(1,665

)

 

N/A

Net assets acquired

$

280,552

 

 

 

 

(A)
Depreciated in accordance with the Company’s policy.

Total consideration for the acquisitions was paid in cash. Included in the Company’s consolidated statements of operations for the three and six months ended June 30, 2025, was $3.8 million and $4.8 million, respectively, in total revenues from the date of acquisition through June 30, 2025, for the properties acquired in 2025.

3.
Other Assets and Intangibles, net

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

 

June 30, 2025

 

 

Asset

 

 

Accumulated Amortization

 

 

Net

 

Intangible assets, net:

 

 

 

 

 

 

 

 

In-place leases

$

101,318

 

 

$

(36,135

)

 

$

65,183

 

Above-market leases

 

5,320

 

 

 

(2,442

)

 

 

2,878

 

Lease origination costs

 

23,959

 

 

 

(5,665

)

 

 

18,294

 

Tenant relationships

 

651

 

 

 

(539

)

 

 

112

 

Below-market leases (as lessee)

 

14,893

 

 

 

(70

)

 

 

14,823

 

   Total intangible assets, net

$

146,141

 

 

$

(44,851

)

 

$

101,290

 

Other assets:

 

 

 

 

 

 

 

 

Prepaid expenses(A)

 

 

 

 

 

 

$

3,854

 

Other assets(B)

 

 

 

 

 

 

 

24,964

 

Deposits

 

 

 

 

 

 

 

1,298

 

Deferred charges, net

 

 

 

 

 

 

 

3,288

 

   Total other assets

 

 

 

 

 

 

$

33,404

 

 

Liability

 

 

Accumulated Amortization

 

 

Net

 

Below-market leases, net

$

61,690

 

 

$

(9,176

)

 

$

52,514

 

 

(A)
Includes $1.4 million of fees incurred in connection with the Note and Guaranty Agreement (defined below in Note 5).
(B)
Includes $24.9 million of acquisition escrow deposits and accruals.

12


 

 

 

December 31, 2024

 

 

Asset

 

 

Accumulated Amortization

 

 

Net

 

Intangible assets, net:

 

 

 

 

 

 

 

 

In-place leases

$

78,997

 

 

$

(28,533

)

 

$

50,464

 

Above-market leases

 

4,573

 

 

 

(2,133

)

 

 

2,440

 

Lease origination costs

 

19,122

 

 

 

(4,338

)

 

 

14,784

 

Tenant relationships

 

652

 

 

 

(528

)

 

 

124

 

Below-market leases (as lessee)

 

14,893

 

 

 

(35

)

 

 

14,858

 

   Total intangible assets, net

$

118,237

 

 

$

(35,567

)

 

$

82,670

 

Other assets:

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

 

 

 

 

$

3,620

 

Other assets

 

 

 

 

 

 

 

1,319

 

Deposits

 

 

 

 

 

 

 

1,201

 

Swap receivable

 

 

 

 

 

 

 

1,208

 

Deferred charges, net(A)

 

 

 

 

 

 

 

4,805

 

   Total other assets

 

 

 

 

 

 

$

12,153

 

 

Liability

 

 

Accumulated Amortization

 

 

Net

 

Below-market leases, net

$

47,226

 

 

$

(7,077

)

 

$

40,149

 

 

(A)
Includes the unamortized portion of the $5.1 million of fees incurred to obtain the Revolving Credit Facility and Term Loan Facility (each as defined below in Note 5).

 

Amortization for the three and six months ended June 30, 2025 and 2024 related to the Company’s intangibles, excluding Below-market leases (as lessee), was as follows (in thousands):

 

Year

 

Income

 

 

Expense

 

Three months ended June 30, 2025

 

$

1,029

 

 

$

5,309

 

Three months ended June 30, 2024

 

 

736

 

 

 

2,193

 

Six months ended June 30, 2025

 

 

1,959

 

 

 

9,719

 

Six months ended June 30, 2024

 

 

1,331

 

 

 

4,333

 

 

4.
Leases

The disaggregation of the Company’s lease income, which is included in rental income on the Company’s consolidated statements of operations, as either fixed or variable lease income, for the three and six months ended June 30, 2025 and 2024, was as follows (in thousands):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Rental income:

 

 

 

 

 

 

 

 

 

 

 

 

Fixed lease income(A)

 

$

29,908

 

 

$

20,133

 

 

$

57,424

 

 

$

39,901

 

Variable lease income(B)

 

 

10,382

 

 

 

7,391

 

 

 

20,593

 

 

 

15,057

 

Above-market and below-market leases amortization, net

 

 

1,029

 

 

 

736

 

 

 

1,959

 

 

 

1,331

 

Uncollectible revenue

 

 

(215

)

 

 

(316

)

 

 

(434

)

 

 

(479

)

Total rental income

 

$

41,104

 

 

$

27,944

 

 

$

79,542

 

 

$

55,810

 

 

(A)
Includes minimum base rents, fixed expense reimbursements, ancillary income and straight-line rent adjustments.
(B)
Includes expense reimbursements, overage rent, lease termination fee income and ancillary income.
5.
Indebtedness, net

$150.0 Million Private Placement of Unsecured Notes

On June 26, 2025, the Company and the Operating Partnership entered into a Note and Guaranty Agreement (the “Note and Guaranty Agreement”) in connection with a private placement of $150.0 million of the Operating Partnership’s unsecured senior notes

13


 

(the “Notes”), consisting of (i) $100.0 million aggregate principal amount of 5.58% unsecured senior notes due September 3, 2030 and (ii) $50.0 million aggregate principal amount of 5.87% unsecured senior notes due September 3, 2032, to a group of institutional investors.

The Notes bear interest on the outstanding principal balance at the stated rates per annum from the date of issuance, payable semi-annually in arrears on March 3 and September 3 of each year, until such principal becomes due and payable. The entire unpaid principal balance of each Note shall be due and payable on the maturity date thereof. The Notes are senior unsecured obligations of the Operating Partnership and rank equal in right of payment with all other senior unsecured indebtedness of the Operating Partnership. The Notes are unconditionally guaranteed by the Company.

The Operating Partnership will be permitted to prepay the outstanding Notes in whole or in part, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding, at any time at (i) 100% of the principal amount so prepaid, plus (ii) the make-whole amount, which is equal to the excess, if any, of the discounted value of the remaining scheduled principal and interest payments with respect to the Notes being prepaid over the principal amount of such Notes. The discount rate to be used is equal to 0.50% plus the yield to maturity reported for the most recently actively traded U.S. Treasury Securities with a maturity equal to the remaining average life of the prepaid principal. If a change in control occurs for the Company, the Operating Partnership must offer to prepay the outstanding Notes. The prepayment amount will be 100% of the principal amount, as well as accrued and unpaid interest but without any make-whole amount.

The Note and Guaranty Agreement contains certain customary covenants including, among other things, a maximum total leverage ratio, a maximum secured leverage ratio, a maximum unencumbered leverage ratio, a minimum fixed charge coverage ratio and a minimum unsecured interest coverage ratio.

The sale and purchase of the Notes is scheduled to occur on September 3, 2025, subject to customary closing conditions.

In connection with the Note and Guaranty Agreement, the Company executed a treasury lock hedge transaction in May 2025 to hedge the treasury yield component of the overall rate ultimately assigned to the $50.0 million of Notes due September 3, 2032. The treasury lock secured a treasury yield of 4.185%. The hedge transaction settled on June 9, 2025, in connection with the Notes pricing, and included proceeds of $0.2 million, which were recognized as a gain within Accumulated other comprehensive income on the consolidated balance sheets as of June 30, 2025. This amount will be amortized on a straight-line basis as a decrease to interest expense over the term of the Notes, once the Notes have been drawn.

Revolving Credit Facility and Term Loan Facility

In connection with the Spin-Off on October 1, 2024, the Company and the Operating Partnership entered into a Credit Agreement with a syndicate of lenders and Wells Fargo Bank, National Association, as administrative agent, which provides for (i) an unsecured revolving credit facility in the amount of $400.0 million (the “Revolving Credit Facility”) and (ii) an unsecured, delayed draw term loan facility in the amount of $100.0 million (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “2024 Credit Facilities”). The Revolving Credit Facility also provides a $35.0 million sublimit for letters of credit. The aggregate amount available under the 2024 Credit Facilities may be increased to $750.0 million so long as existing or new lenders agree to provide incremental commitments and subject to the satisfaction of certain customary conditions. The Revolving Credit Facility matures on September 29, 2028, subject to two six-month options to extend the maturity to September 29, 2029 subject to the satisfaction of certain conditions. Any loan under the Term Loan Facility will mature on October 1, 2027, subject to two one-year options to extend its maturity to October 1, 2029 at the Operating Partnership’s option and subject to the satisfaction of certain conditions.

Borrowings under the Revolving Credit Facility bear interest at variable rates at the Operating Partnership’s election, based on either (i) the term or daily simple SOFR rate plus a credit spread adjustment plus an applicable margin, or (ii) the alternative base rate plus an applicable margin. The Revolving Credit Facility also provides for a facility fee, paid on a quarterly basis. Each of the applicable margin and the facility fee under the Revolving Credit Facility varies based on whether the Company has obtained a long-term senior unsecured debt rating of at least BBB (or the equivalent) from S&P Global Ratings or Fitch Investor Services Inc. or a long-term unsecured debt rating of Baa3 (or the equivalent) from Moody’s Investors Service, Inc. (each, an “IG Rating”). Prior to obtaining an IG Rating, each of the applicable margin and facility fee was based on the Company’s ratio of consolidated outstanding indebtedness to consolidated market value and after obtaining an IG Rating, the applicable margin and facility fee is based on the Company’s IG Rating. In May 2025, the Fitch Ratings assigned the Company a Long-Term Issuer Default Rating of BBB.

Loans under the Term Loan Facility bear interest at variable rates at the Operating Partnership’s election, based on either (i) the term or daily simple SOFR rate plus a credit spread adjustment plus an applicable margin or (ii) the alternative base rate plus an applicable margin. Similar to the Revolving Credit Facility, the applicable margin under the Term Loan Facility varies. Prior to obtaining an IG Rating, the applicable margin was based on the Company’s ratio of consolidated outstanding indebtedness to consolidated market value and after obtaining an IG Rating, the applicable margin is based on the Company’s IG Rating.

14


 

In October 2024, the Company entered into a $100.0 million interest rate swap agreement to fix the variable-rate SOFR component of the Company’s $100.0 million Term Loan Facility at 3.578%, from April 1, 2025 through October 1, 2028. In April 2025, the Company entered into a $100.0 million interest rate swap agreement to fix the variable-rate SOFR component of the Company’s Term Loan Facility at 3.712% from October 1, 2028 through October 1, 2029. Due to the investment grade rating received in May 2025, the all-in rate of the Term Loan Facility was fixed at 4.678% based on the loan’s current applicable spread as of June 30, 2025.

In May 2025, the Company entered into a $150.0 million forward interest rate swap agreement to fix the variable-rate SOFR component of the Company’s $150.0 million 2025 Term Loan (defined below in Note 12) at 3.659% from July 16, 2025 through January 1, 2031.

As of June 30, 2025, $100.0 million had been drawn and was outstanding on the Term Loan Facility and no amounts have been drawn on the Revolving Credit Facility. As of December 31, 2024, no amounts had been drawn or were outstanding on either of the 2024 Credit Facilities. The outstanding indebtedness is summarized as follows (in thousands):

 

 

 

June 30, 2025

 

Term loan facility

 

$

100,000

 

Less: Unamortized debt issuance costs

 

 

(910

)

Total indebtedness

 

$

99,090

 

 

6.
Financial Instruments and Fair Value Measurements

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

Cash and Cash Equivalents, Restricted Cash, Accounts Receivable and 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.

Indebtedness

The fair market value of 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 non-performance risk and loan to value, and 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. At June 30, 2025, the carrying amount of indebtedness was $99.1 million and the fair value was $100.4 million. There was no mortgage indebtedness outstanding at December 31, 2024.

Items Measured on Fair Value on a Recurring Basis - Derivatives

The Company has pay-fixed interest rate swaps to manage some of its exposure to future changes in benchmark-interest rates (the “Swaps”). The estimated fair value was determined using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contract, are incorporated in the fair value to account for potential non-performance risk, including the Company’s own non-performance risk and the respective counterparty’s non-performance risk. The Company determined that the significant inputs used to value its derivative fell within Level 2 of the fair value hierarchy. The Swaps (included in Accounts payable and other liabilities) are measured at fair value on a recurring basis. As of June 30, 2025, the fair value of the Swaps was a liability of $3.0 million.

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its debt funding and, from time to time, through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt

15


 

or payment of future known and uncertain cash amounts, the values of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to manage its exposure to interest rate movements. To accomplish this objective, the Company generally uses swaps, caps and treasury locks as part of its interest rate risk management strategy. The Swaps designated as cash flow hedges involve 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.

As of June 30, 2025 and December 31, 2024, the Company had an effective swap with a notional amount of $100.0 million, expiring in October 2028, which converts the variable-rate SOFR component of the interest rate applicable to its Term Loan Facility to a fixed rate of 3.578% (Note 5) from April 1, 2025 through October 1, 2028. In April 2025, the Company entered into an effective interest rate swap agreement with a notional amount of $100.0 million to fix the variable-rate SOFR component of the Company’s Term Loan Facility at 3.712% (Note 5) from October 1, 2028 through October 1, 2029. In May 2025, the Company entered into an effective forward interest rate swap agreement with a notional amount of $150.0 million to fix the variable-rate SOFR component of the Company’s $150.0 million 2025 Term Loan (defined below in Note 12) at 3.659% from July 16, 2025 through January 1, 2031.

The effective portion of changes in the fair value of derivatives designated, and that qualify, as cash flow hedges are recorded in Accumulated Other Comprehensive Income (“OCI”) and are subsequently reclassified into interest expense, in the period that the hedged forecasted transaction affects earnings. All components of the swap were included in the assessment of hedge effectiveness. The Company expects to reflect, within the next 12 months, a decrease to interest expense (and a corresponding increase to earnings) of approximately $0.5 million.

The Company is exposed to credit risk in the event of non-performance by the counterparty to the swap if the derivative position has a positive balance. The Company believes it mitigates its credit risk by entering into swaps with major financial institutions. The Company continually monitors and actively manages interest costs on its variable-rate debt portfolio and may enter into additional interest rate swap positions or other derivative interest rate instruments based on market conditions. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes.

Credit Risk-Related Contingent Features

The Company has an agreement with the swap counterparty that contains a provision whereby if the Company defaults on certain of its indebtedness, the Company could also be declared in default on the swap, resulting in an acceleration of payment under the swap.

 

7.
Commitments and Contingencies

Legal Matters

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.

Commitments and Guarantees

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 $0.9 million related to the maintenance of its properties and general and administrative expenses.

16


 

8.
Accumulated Other Comprehensive Income

The changes in Accumulated OCI by component are as follows (in thousands):

 

 

Gains and Losses
on Cash Flow Hedges

 

Balance, December 31, 2024

$

1,207

 

Change in fair value of cash flow hedges

 

(4,027

)

Comprehensive income attributable to non-controlling interests

 

5

 

Balance, June 30, 2025(A)

$

(2,815

)

 

(A)
Includes derivative financial instruments entered into by the Company in connection with its Term Loan Facility, Note and Guaranty Agreement and 2025 Term Loan (Note 5 and Note 12)
9.
Stock-Based Compensation and Employee Benefits

Restricted Stock

On February 22, 2025, the Company granted a total of 30,924 shares of service-based restricted stock to its executive officers and other employees with an aggregate value of $0.8 million, which will vest ratably over a four-year period with the first vesting date being February 22, 2026, subject to the continued employment of the applicable executive officer or employee. The awards to the executive officers were made pursuant to their respective employment agreements.

LTIP Units

LTIP Units represent limited partnership units in the Operating Partnership, an entity through which the Company conducts its business, and are structured to qualify as “profits interests” for federal income tax purposes. Awards of LTIP Units shall be valued by reference to our common stock. When issued, LTIP Units do not have full parity, on a per unit basis, with the Common Units. To the extent they receive sufficient allocations of book gain for tax purposes, the LTIP Units can over time achieve full parity with Common Units, at which time vested LTIP Units will be converted into Common Units on a one-for-one basis. Vested LTIP Units that have not achieved full parity with Common Units may also convert into Common Units on a less than a one-for-one basis based on relative capital accounts. Regular and other non-liquidating distributions will be made by the Operating Partnership with respect to unvested LTIP Units as provided in the applicable award agreement for such units. Each Common Unit acquired upon conversion of a vested LTIP Unit may be presented, at the election of the holder, for redemption for cash equal to the market price of a share of common stock of the Company, except that the Company may, at its election, acquire each Common Unit so presented for one share of common stock, subject to certain adjustments. Generally, LTIP Units entitle the holder to receive distributions from the Operating Partnership that are equivalent to the dividends and distributions that would be made with respect to the number of shares of common stock underlying such LTIP Units, though receipt of such distributions may be delayed or made contingent on vesting.

On October 15, 2024, the CEO was granted service-based LTIP Units pursuant to his employment agreement with a value of $2.7 million, which equated to 116,532 LTIP Units, which will vest ratably over a four-year period with the first vesting date being October 15, 2025, subject to his continued employment. On February 22, 2025, the CEO was granted service-based LTIP Units pursuant to his employment agreement with a value of $0.8 million, which equated to 32,391 LTIP Units, which will vest ratably over a three-year period with the first vesting date being February 22, 2026, subject to his continued employment. The grant values were equal to the market value of the Company’s common stock at the dates of the grants.

Non-Cash Compensation Expense

The amounts recorded in general and administrative expenses in the Company’s consolidated statements of operations for the amortization of all of the outstanding stock-based awards and LTIP Units for the three and six month periods ended June 30, 2025, consisted of the following (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

Non-Cash Compensation Expense

 

June 30, 2025

 

 

June 30, 2025

 

Restricted stock units (“RSUs”)

 

$

1,575

 

 

$

3,721

 

Restricted stock awards (“RSAs”)

 

 

150

 

 

 

300

 

Service-based LTIP Units

 

 

419

 

 

 

798

 

Performance-Based Restricted Stock Awards (“PRSAs”)

 

 

133

 

 

 

265

 

Performance-Based LTIP Units (“PB LTIPs”)

 

 

795

 

 

 

1,582

 

  Total non-cash compensation expense

 

$

3,072

 

 

$

6,666

 

 

17


 

 

10.
Earnings Per Share

The Company declared quarterly cash dividends of $0.16 per share of common stock for each of the first and second quarters of 2025. The calculation of basic and diluted earnings per share for the three and six months ended June 30, 2024 was based on the number of shares outstanding on October 1, 2024. For the three and six months ended June 30, 2024, it is assumed that there are no dilutive equity instruments as there were no Curbline stock-based awards outstanding prior to the Spin-Off Date.

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

 

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Numerators  Basic and Diluted

 

 

 

 

 

 

 

 

 

 

 

Net income

$

10,406

 

 

$

6,236

 

 

$

20,968

 

 

$

14,211

 

Income attributable to non-controlling interests

 

(14

)

 

 

 

 

 

(26

)

 

 

 

Earnings attributable to unvested shares

 

(133

)

 

 

 

 

 

(267

)

 

 

 

Net income attributable to common stockholders after
   allocation to participating securities

$

10,259

 

 

$

6,236

 

 

$

20,675

 

 

$

14,211

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominators  Number of Shares

 

 

 

 

 

 

 

 

 

 

 

Basic – Average shares outstanding

 

105,003

 

 

 

104,860

 

 

 

104,958

 

 

 

104,860

 

Assumed conversion of dilutive securities - PRSAs and PB LTIPs

 

239

 

 

N/A

 

 

 

232

 

 

N/A

 

Diluted – Average shares outstanding

 

105,242

 

 

 

104,860

 

 

 

105,190

 

 

 

104,860

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings Per Share:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.10

 

 

$

0.06

 

 

$

0.20

 

 

$

0.14

 

Diluted

$

0.10

 

 

$

0.06

 

 

$

0.20

 

 

$

0.14

 

 

Basic average shares outstanding do not include RSUs totaling 0.7 million and RSAs totaling 0.1 million that were not vested at June 30, 2025. Dividends are paid on the outstanding RSUs and RSAs, which makes these shares participating securities.

PRSAs and PB LTIPs issued to certain executives were considered dilutive and are included in the computation of diluted EPS for the three and six month periods ended June 30, 2025.

11.
Agreements and Transactions with SITE Centers

Following the Spin-Off, Curbline operates as an independent public company. To govern certain ongoing relationships between the Company, the Operating Partnership and SITE Centers after the distribution, and to provide for the allocation among the Company, the Operating Partnership and SITE Centers of SITE Centers’ assets, liabilities and obligations attributable to periods both prior to and following the separation of the Company and the Operating Partnership from SITE Centers, the Company, the Operating Partnership and SITE Centers entered into agreements pursuant to which certain services and rights are provided following the Spin-Off, and the Company, the Operating Partnership and SITE Centers will indemnify each other against certain liabilities arising from their respective businesses. The Separation and Distribution Agreement, as well as the Tax Matters Agreement, the Employee Matters Agreement, the Shared Services Agreement (each as defined below) and other agreements governing ongoing relationships were negotiated between related parties and their terms, including fees and other amounts payable, may not be on the same terms 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 SITE Centers to complete certain redevelopment projects at properties that are owned by the Company. At June 30, 2025, the remaining amount, which is recorded in amounts receivable from SITE Centers in the consolidated balance sheets, was $30.9 million.

18


 

Shared Services Agreement

The fair value of the services received by the Company, which was in excess of the fee paid and the fair value of the services provided to SITE Centers, is reflected as an additional expense within general and administrative expense and income within other income (expense), net in the consolidated statement of operations which amounted to $0.6 million and $1.2 million for the three and six months ended June 30, 2025, respectively.

Pursuant to the Shared Services Agreement, Curbline has the right to use SITE Centers’ office space including the location in New York. This arrangement is considered an embedded lease based on the criteria specified in Topic 842. The amount recorded under the Shared Services Agreement is variable and the embedded lease rent expense of $0.4 million and $0.8 million is included in general and administrative expense on the consolidated statements of operations for the three and six months ended June 30, 2025, respectively.

Lease Agreement

In October 2024, the Company entered into a lease agreement with SITE Centers under the Separation and Distribution Agreement where SITE Centers will lease a portion of a property for one year beginning on April 1, 2025. SITE Centers will pay annual rents of $0.8 million as well as a proportionate share of real estate tax expense. The first payment was made by SITE Centers in April 2025 and is reflected in rental income.

Summary

For the three and six months ended June 30, 2025, the Company expensed $0.8 million and $1.5 million of fees to SITE Centers, respectively, which are included in general and administrative expense on the consolidated statements of operations, related to the Shared Services Agreement and are equal to 2% of Curbline’s Gross Revenue. Amounts receivable from SITE Centers and amounts payable to SITE Centers (included in accounts payable and other liabilities on the consolidated balance sheets) as of June 30, 2025 under the agreements described above aggregated $31.3 million and $0.3 million, respectively.

12.
Subsequent Events

In July 2025, the Company acquired 29 convenience shopping centers for an aggregate purchase price of $260.4 million.

In July 2025, the Company and the Operating Partnership entered into a term loan agreement with a syndicate of lenders and PNC, National Association, as administrative agent, which provides for an unsecured, term loan in the amount of $150.0 million (the “2025 Term Loan”). In connection with entering into the term loan agreement, the Operating Partnership borrowed the full $150.0 million under the 2025 Term Loan. The 2025 Term Loan will mature in January 2029, subject to two one-year options to extend its maturity to January 2031 at the Operating Partnership’s option and subject to the satisfaction of certain customary conditions. The all-in rate of the 2025 Term Loan will be fixed at 4.609% based on the loan’s current applicable spread and the interest rate swap (Note 5) that fixed the variable-rate SOFR component at 3.659%.

 

 

19


 

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 Curbline Properties Corp. and its consolidated subsidiaries (collectively, the “Company” or “Curbline”) and other factors that may affect the Company’s future results. The Company believes it is important to read the MD&A in conjunction with the Company’s consolidated financial statements and the notes thereto appearing elsewhere in this report as well as its Annual Report on Form 10-K for the year ended December 31, 2024 and other publicly available information.

The Company considers portions of the information in this quarterly report, including MD&A, to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respect to the Company’s expectation for future periods. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not historical fact, including statements regarding the Company’s projected operational and financial performance, strategy, prospects and plans, may be deemed to be forward-looking statements. There are a number of important factors that could cause our results to differ materially from those indicated by such forward-looking statements, including, among other factors, (1) changes in the economic performance and value of the Company’s properties as a result of broad economic and local conditions, such as inflation, interest rate volatility and market reaction to tariffs and other trade policies; (2) changes in local conditions such as an increase or decrease in the supply of, or demand for, retail real estate space in our geographic markets; (3) the impact of changes in consumer trends, distribution channels, suburban population, retailing practices and the space needs of tenants; (4) our dependence on rental income which depends on the successful operations and financial condition of tenants, the loss of which, including as a result of downsizing or bankruptcy, could result in significant occupancy loss and negatively impact rental income from our properties; (5) our ability to enter into new leases and renew existing leases, in each case, on favorable terms; (6) our ability to identify, acquire, construct or develop additional properties that produce the cash flows that we expect and may be limited by competitive pressures, and our ability to manage our growth effectively and capture the efficiencies of scale that we expect from expansion; (7) potential environmental liabilities; (8) our ability to secure debt and equity financing on commercially acceptable terms or at all, including the ability to complete the sale and purchase of our private placement notes; (9) the illiquidity of real estate investments which could limit our ability to make changes to our portfolio to respond to economic or other conditions; (10) property damage, expenses related thereto and other business and economic consequences (including the potential loss of rental revenues) resulting from climate change, natural disasters, public health crises and weather-related factors in locations where we own properties, the ability to estimate accurately the amounts thereof and the sufficiency and timing of any insurance recovery payments related to such damages; (11) any change in strategy; (12) the effect of future offerings of debt and equity securities on the value of our common stock; (13) any disruption, failure or breach of the networks or systems on which the Company relies, including as a result of cyber-attacks; (14) impairment in the value of real estate property that we own; (15) changes in tax laws impacting REITs and real estate in general, as well as our ability to qualify as a REIT and to maintain REIT status once elected and (16) our ability to retain and attract key management personnel. For additional factors that could cause the results of the Company to differ materially from those indicated in the forward-looking statements, please refer to the Company’s Annual Report on Form 10-K under “Item 1A. Risk Factors” and our subsequent reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

EXECUTIVE SUMMARY

Curbline Properties Corp. is a Maryland corporation formed to own and manage a portfolio of convenience shopping centers. The Operating Partnership is a Delaware limited partnership formed to serve as Curbline’s majority-owned partnership subsidiary and to own, through affiliates, all of the real estate properties and assets. The Operating Partnership’s capital includes common general and limited partnership interests in the Operating Partnership (“Common Units”) and LTIP Units, as defined in the partnership agreement (together with the Common Units, the “OP Units”). As of June 30, 2025, Curbline owned, from a legal perspective, approximately 99.1% of the outstanding OP Units with the remaining OP Units held by members of management through LTIP Units subject to vesting requirements.

As of June 30, 2025, the Company’s portfolio consisted of 125 convenience shopping centers aggregating 3.7 million square feet of owned gross leasable area (“GLA”). At June 30, 2025, the aggregate leased rate and occupancy of the Company’s operating shopping center portfolio was 96.1% and 93.5%, respectively and the average annualized base rent (“ABR”) per occupied square foot was $35.26. Prior to the Company’s Spin-Off on October 1, 2024, the Company was a wholly owned subsidiary of SITE Centers Corp. (“SITE Centers”).

Convenience shopping centers are generally positioned on the curbline of well-trafficked intersections and major vehicular corridors, in suburban, high household income communities, offering excellent access and visibility, dedicated parking and often

20


 

include drive-thru units, with approximately half of the Company’s properties having at least one drive-thru unit as of June 30, 2025. Convenience shopping centers generally consist of a homogenous row of primarily small-shop units leased to a diversified mixture of national, regional and local service and restaurant tenants that cater to daily convenience trips from the growing suburban population and typically experience more customer foot traffic per square foot than anchored retail. The property type has the opportunity to generate above-average, occupancy-neutral cash flow growth driven by high retention rates and limited operating capital expenditures given the standardized site plan and the depth of leasing prospects that can utilize existing square footage and provide significant tenant diversification. As of June 30, 2025, the average GLA of a property in the Curbline portfolio was approximately 30,000 square feet with 94% of base rent generated by units less than 10,000 square feet.

Prior to the Spin-Off

The historical results of operations and liquidity and capital resources of Curbline prior to the Spin-Off do not represent the historical results of operations and liquidity and capital resources of a legal entity, but rather a combination of entities under common control that have been “carved out” of SITE Centers’ consolidated financial statements and presented on a combined basis, in each case, in accordance with U.S. generally accepted accounting principles (“GAAP”) and may impact comparability between periods. The preparation of the financial results of the Company prior to the Spin-Off required management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the relevant reporting periods and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

The financial results of the Company prior to the Spin-Off reflect the revenues and direct expenses of the Company and include material assets and liabilities of SITE Centers that are specifically attributable to the Company. Equity represents the excess of total assets over total liabilities. Equity is impacted by contributions from and distributions to SITE Centers, which are the result of treasury activities and net funding provided by or distributed to SITE Centers prior to the separation, as well as the allocated costs and expenses.

The financial results of the Company prior to the Spin-Off also include an allocation of indirect costs and expenses incurred by SITE Centers related to the Company, primarily consisting of compensation and other general and administrative costs using the relative percentage of GLA of the Company and SITE Centers management’s knowledge of the Company. The amounts allocated in the financial results of the Company prior to the Spin-Off are not necessarily indicative of the actual amount of such indirect expenses that would have been recorded had the Company been a separate independent entity during the applicable periods. The Company believes the assumptions underlying the Company’s allocation of indirect expenses prior to the Spin-Off are reasonable.

Current Strategy

The Company believes that as the first and only publicly traded real estate company focused exclusively on the convenience real estate sector it is well positioned to take advantage and aggregate the highly fragmented but liquid marketplace for convenience shopping centers. As of June 30, 2025, the Company was in a net cash position with $429.9 million of cash on hand plus significant access to debt capital in order to grow its asset base through acquisitions. With over 68,000 convenience shopping centers in the United States (950 million square feet of GLA) and a liquid transaction market (primarily among private investors), the property type provides a substantial addressable opportunity for the Company to scale and differentiate itself as the first mover public REIT exclusively focused on convenience assets.

Curbline’s acquisition strategy is focused on a number of real estate and financial factors including demographics, property access and visibility, vehicular traffic, tenant credit profile, rent mark-to-market opportunities and prospects for cash flow growth. The Company’s current portfolio is generally located in submarkets with compelling long-term population and employment growth prospects and above-average household incomes of over $120,000 as compared to the national median household income of $80,610.

The Company focuses on leasing space to a diversified group of primarily national, high credit quality tenants operating across a wide range of service and restaurant businesses, including quick-service restaurants, healthcare and wellness operators, financial services, beverage retail, telecommunications, beauty and hair salons, and fitness, among others.

Convenience properties offer the opportunity to generate above-average, occupancy-neutral cash flow growth (compared to cash flow growth levels for other retail real estate assets) through rental income increases from either fixed annual rental increases or renewal option increases embedded in tenant leases, elevated retention rates limiting lost rent resulting from vacancy, and positive mark-to-market of leases at renewal. In addition, tenant lease agreements at convenience properties typically have shorter lease terms and fewer tenant renewal options with approximately 51% of the ABR under Curbline’s leases expiring within the next five years without any tenant renewal option assumptions. The duration of convenience tenant leases provides Curbline with more frequent opportunities to increase rents to market levels and to mitigate the risk and impact of inflation. Convenience properties’ standardized site plans, high tenant retention rates, higher annualized base rents per square foot, and the depth of leasing prospects that

21


 

can utilize existing square footage also generally result in lower operating capital expenditure levels as a percentage of annualized base rents over time relative to other retail real estate formats including grocery, lifestyle and regional power center properties.

Transaction and Capital Markets Highlights

Transactional and investment highlights for the Company from January 1, 2025 through July 25, 2025, include the following:

Acquired 59 properties for an aggregate purchase price of $539.5 million;
Drew $100.0 million on the delayed draw term loan facility in March 2025;
Declared two quarterly cash dividends of $0.16 per share of common stock paid in each of April and July 2025;
In April 2025, entered into a forward interest rate swap agreement to fix the variable-rate component of the Company’s $100.0 Term Loan Facility at 3.712% from October 1, 2028 through October 1, 2029;
In May 2025, Fitch Ratings assigned the Company a Long-Term Issuer Default Rating of BBB with a Stable Rating Outlook resulting in a 40 basis point reduction on the Company’s Revolving Credit Facility and Term Loan Facility;
In June 2025, entered into the Note and Guaranty Agreement in connection with a private placement of $150.0 million unsecured senior notes consisting of $100.0 million aggregate principal amount of 5.58% unsecured senior notes due September 3, 2030 and $50.0 million aggregate principal amount of 5.87% unsecured notes due September 3, 2032, to a group of institutional investors. The sale and purchase of the Notes is scheduled to occur on September 3, 2025, subject to customary conditions. In conjunction with this agreement, the Company entered into an interest rate lock agreement resulting in a 5.79% effective interest rate on the notes due September 3, 2032 and a weighted average coupon of 5.65%; and
Entered into the $150.0 million 2025 Term Loan in July 2025. In conjunction with this agreement, in May 2025, entered into a forward interest rate swap agreement to fix the variable-rate SOFR component at 3.659%. The all-in rate on the 2025 Term Loan will be fixed at 4.609% based on the loan’s current applicable spread.

Operational Metrics

Key operational results and transactions for the Company from January 1, 2025 through June 30, 2025 include the following:

Signed new leases and renewals for approximately 217 thousand square feet of GLA, which included approximately 84 thousand square feet of new leasing volume;
Achieved cash new leasing spreads of 16.2% and cash renewal leasing spreads of 8.3%;
The ABR per square foot was $35.26 at June 30, 2025, as compared to $35.62 at December 31, 2024 and $35.27 at June 30, 2024. The change in ABR was primarily attributable to property acquisitions, partially offset by rent growth from rent steps and renewals, including options;
Aggregate occupancy was 93.5% at June 30, 2025, as compared to 93.9% at December 31, 2024 and 93.7% at June 30, 2024. The change in the occupied rates was primarily attributable to property acquisitions; and
Aggregate leased rate was 96.1% at June 30, 2025, as compared to 95.5% at December 31, 2024 and 95.9% at June 30, 2024.

Cash leasing spreads are a key metric in real estate, representing the percentage increase of the tenant’s annual base rent in the first year of the newly executed or renewal lease over the annual base rent applicable to the final year of the previous lease term. The Company’s cash leasing spread calculation excludes deals for first generation units, including redevelopment, or where the unit was vacant at the time of acquisition, in addition to other factors that limit comparability, and as a result, is a good benchmark to compare the average annualized base rent of expiring leases with the comparable executed market rental rates.

Summary Financial Results

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):

 

 

Three Months

 

 

Six Months

 

 

Ended June 30,

 

 

Ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net income attributable to Curbline

$

10,392

 

 

$

6,236

 

 

$

20,942

 

 

$

14,211

 

FFO attributable to Curbline

$

26,410

 

 

$

15,612

 

 

$

51,364

 

 

$

32,822

 

Operating FFO attributable to Curbline

$

26,939

 

 

$

19,842

 

 

$

52,066

 

 

$

40,163

 

Earnings per share - Diluted

$

0.10

 

 

$

0.06

 

 

$

0.20

 

 

$

0.14

 

 

22


 

 

For the six months ended June 30, 2025, the increase in net income and FFO attributable to Curbline, as compared to the prior-year period, was primarily attributable to the net impact of property acquisitions, an increase in interest income and a decrease in transaction costs related to the Spin-Off, partially offset by an increase in interest expense and general and administrative expenses. The increase in Operating FFO attributable to Curbline generally was due to the net impact of property acquisitions and an increase in interest income, partially offset by an increase in interest expense and general and administrative expenses.

RESULTS OF OPERATIONS

For the comparison of 2025 performance to 2024, presented below, convenience properties owned as of January 1, 2024, are referred to herein as the “Comparable Portfolio Properties.”

Revenues from Operations (in thousands)

 

Three Months

 

 

 

 

 

Ended June 30,

 

 

 

 

 

2025

 

 

2024

 

 

$ Change

 

Rental income(A)

$

41,104

 

 

$

27,944

 

 

$

13,160

 

Other income

 

298

 

 

 

212

 

 

 

86

 

Total revenues

$

41,402

 

 

$

28,156

 

 

$

13,246

 

 

 

Six Months

 

 

 

 

 

Ended June 30,

 

 

 

 

 

2025

 

 

2024

 

 

$ Change

 

Rental income(A)

$

79,542

 

 

$

55,810

 

 

$

23,732

 

Other income

 

555

 

 

 

385

 

 

 

170

 

Total revenues

$

80,097

 

 

$

56,195

 

 

$

23,902

 

 

(A) The following tables summarize the key components of rental income (in thousands):

 

 

Three Months

 

 

 

 

 

 

Ended June 30,

 

 

 

 

Contractual Lease Payments

 

2025

 

 

2024

 

 

$ Change

 

Base and percentage rental income

 

$

30,690

 

 

$

20,879

 

 

$

9,811

 

Recoveries from tenants

 

 

10,365

 

 

 

5,955

 

 

 

4,410

 

Uncollectible revenue

 

 

(215

)

 

 

(316

)

 

 

101

 

Lease termination fees, ancillary and other rental income

 

 

264

 

 

 

1,426

 

 

 

(1,162

)

Total contractual lease payments

 

$

41,104

 

 

$

27,944

 

 

$

13,160

 

 

 

 

Six Months

 

 

 

 

 

 

Ended June 30,

 

 

 

 

Contractual Lease Payments

 

2025

 

 

2024

 

 

$ Change

 

Base and percentage rental income(1)

 

$

58,807

 

 

$

41,090

 

 

$

17,717

 

Recoveries from tenants(2)

 

 

19,815

 

 

 

11,683

 

 

 

8,132

 

Uncollectible revenue

 

 

(434

)

 

 

(479

)

 

 

45

 

Lease termination fees, ancillary and other rental income(3)

 

 

1,354

 

 

 

3,516

 

 

 

(2,162

)

Total contractual lease payments

 

$

79,542

 

 

$

55,810

 

 

$

23,732

 

 

(1)
The changes in base and percentage rental income for the six months ended June 30, 2025, were due to the following (in millions):

 

 

 

2025 vs. 2024
Increase

 

Acquisition of convenience shopping centers

 

$

16.6

 

Comparable Portfolio Properties

 

 

0.5

 

Straight-line rents

 

 

0.6

 

Total

 

$

17.7

 

 

23


 

At June 30, 2025 and 2024, the Company owned 125 and 72 wholly owned properties, respectively, with an aggregate occupancy rate of 93.5% and 93.7%, respectively, and average ABR per occupied square foot of $35.26 and $35.27, respectively.

(2)
The increase in recoveries from tenants is primarily due to acquisitions. Recoveries from tenants were approximately 95.0% and 97.5% of operating expenses and real estate taxes for the six months ended June 30, 2025 and 2024, respectively. The lower recovery rate was primarily the result of the Spin-Off as the results prior to the Spin-Off do not represent the historical results of a legal entity, but rather a combination of entities under common control that have been “carved out” of SITE Centers’ consolidated financial statements and presented on a combined basis which impacts the comparability between periods.
(3)
During the six months ended June 30, 2025 and 2024, the amount reported includes $0.9 million and $3.3 million, respectively, from lease terminations and the assumption of buildings due to ground lease terminations.

Expenses from Operations (in thousands)

 

Three Months

 

 

 

 

 

Ended June 30,

 

 

 

 

 

2025

 

 

2024

 

 

$ Change

 

Operating and maintenance

$

5,666

 

 

$

3,059

 

 

$

2,607

 

Real estate taxes

 

4,971

 

 

 

2,975

 

 

 

1,996

 

General and administrative

 

8,156

 

 

 

2,201

 

 

 

5,955

 

Depreciation and amortization

 

16,039

 

 

 

9,376

 

 

 

6,663

 

 

$

34,832

 

 

$

17,611

 

 

$

17,221

 

 

 

Six Months

 

 

 

 

 

Ended June 30,

 

 

 

 

 

2025

 

 

2024

 

 

$ Change

 

Operating and maintenance(A)

$

11,068

 

 

$

5,991

 

 

$

5,077

 

Real estate taxes(A)

 

9,792

 

 

 

5,996

 

 

 

3,796

 

General and administrative(B)

 

17,084

 

 

 

3,725

 

 

 

13,359

 

Depreciation and amortization(A)

 

30,502

 

 

 

18,611

 

 

 

11,891

 

 

$

68,446

 

 

$

34,323

 

 

$

34,123

 

 

(A)
The changes for the six months ended June 30, 2025, were due to the following (in millions):

 

 

 

Operating
and
Maintenance

 

 

Real Estate
Taxes

 

 

Depreciation
and
Amortization

 

Acquisition of convenience shopping centers

 

$

3.3

 

 

$

3.3

 

 

$

12.5

 

Comparable Portfolio Properties

 

 

1.8

 

 

 

0.5

 

 

 

(0.6

)

 

 

$

5.1

 

 

$

3.8

 

 

$

11.9

 

 

(B)
For the six months ended June 30, 2025, primarily represents salaries, benefits and stock-based compensation of the Company’s employees as well as legal, audit, tax and compliance services, board compensation and the shared services fee. For the six months ended June 30, 2024, primarily represents the allocation of indirect costs and expenses incurred by SITE Centers related to the Company’s business consisting of compensation and other general and administrative expenses that have been allocated using the GLA of the Company.

Other Income and Expenses (in thousands)

 

Three Months

 

 

 

 

 

Ended June 30,

 

 

 

 

 

2025

 

 

2024

 

 

$ Change

 

Interest expense

$

(1,767

)

 

$

(166

)

 

$

(1,601

)

Interest income

 

5,580

 

 

 

 

 

 

5,580

 

Other income (expense), net

 

95

 

 

 

(4,143

)

 

 

4,238

 

Tax expense of taxable REIT subsidiaries and state franchise
    and income taxes

 

(72

)

 

 

 

 

 

(72

)

 

24


 

 

 

Six Months

 

 

 

 

 

Ended June 30,

 

 

 

 

 

2025

 

 

2024

 

 

$ Change

 

Interest expense(A)

$

(2,334

)

 

$

(416

)

 

$

(1,918

)

Interest income(B)

 

11,233

 

 

 

 

 

 

11,233

 

Other income (expense), net(C)

 

553

 

 

 

(7,245

)

 

 

7,798

 

Gain on disposition of real estate, net

 

42

 

 

 

 

 

 

42

 

Tax expense of taxable REIT subsidiaries and state franchise
    and income taxes

 

(177

)

 

 

 

 

 

(177

)

(A)
For the six months ended June 30, 2025, consists of interest expense incurred, fees paid and amortization of loan costs related to the Company’s revolving and term loan credit facility. For the six months ended June 30, 2024, consists of interest expense incurred and amortization of loan costs relating to secured mortgages. These mortgages were repaid in May 2024.
(B)
Consists of interest income incurred on cash balances.
(C)
Amounts for the six months ended June 30, 2024 primarily related to transaction costs related to the Spin-Off.

Non-Controlling Interests and Net Income (in thousands)

 

Three Months

 

 

 

 

 

Ended June 30,

 

 

 

 

 

2025

 

 

2024

 

 

$ Change

 

Income attributable to non-controlling interests

$

(14

)

 

$

 

 

$

(14

)

Net income attributable to Curbline(A)

 

10,392

 

 

 

6,236

 

 

 

4,156

 

 

 

Six Months

 

 

 

 

 

Ended June 30,

 

 

 

 

 

2025

 

 

2024

 

 

$ Change

 

Income attributable to non-controlling interests

$

(26

)

 

$

 

 

$

(26

)

Net income attributable to Curbline(A)

 

20,942

 

 

 

14,211

 

 

 

6,731

 

(A)
The increase in net income attributable to Curbline for the six months ended June 30, 2025, as compared to the prior-year period, was primarily the result of the net impact of property acquisitions, an increase in interest income and a decrease in transaction costs related to the Spin-Off, partially offset by an increase in interest expense and general and administrative expenses.

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 (as defined below), 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 assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions, and many companies use different depreciable lives and methods. Because FFO excludes depreciation and amortization unique to real estate and gains and losses from property dispositions, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, interest costs and acquisition, disposition and development activities. This provides a perspective of the Company’s financial performance not immediately apparent from net income determined in accordance with GAAP.

FFO is generally defined and calculated by the Company as net income attributable to Curbline (computed in accordance with GAAP), adjusted to exclude (i) gains and losses from disposition of real estate property, which are presented net of taxes, (ii)

25


 

impairment charges on real estate property, (iii) gains and losses from changes in control and (iv) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles net of depreciation allocated to non-controlling interests. The Company’s calculation of FFO is consistent with the definition of FFO provided by the National Association of Real Estate Investment Trusts (“NAREIT”).

The Company believes that certain charges, income and gains/losses recorded in its operating results are not comparable or reflective of its core operating performance. Operating FFO is useful to investors as the Company removes non-comparable charges, income and gains to analyze the results of its operations and assess performance of the core operating real estate portfolio. As a result, the Company also computes Operating FFO and discusses it with the users of its financial statements, in addition to other measures such as net income determined in accordance with GAAP and FFO. Operating FFO is generally defined and calculated by the Company as FFO excluding certain non-operating charges, income and gains/losses that management believes are not comparable and indicative of the results of the Company’s operating real estate portfolio. Such adjustments include gains/losses on early extinguishments of debt, transaction costs and other restructuring type costs, including employee separation costs. The disclosure of these adjustments is regularly requested by users of the Company’s financial statements.

The adjustment for these charges, income and gains/losses may not be comparable to how other REITs or real estate companies calculate their results of operations, and the Company’s calculation of Operating FFO differs from NAREIT’s definition of FFO. Additionally, the Company provides no assurances that these charges, income and gains/losses are non-recurring. These charges, income and gains/losses could reasonably be 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. 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 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 and considered in addition to cash flows determined in accordance with GAAP, as presented in its consolidated financial statements. Reconciliations of these measures to their most directly comparable GAAP measure of net income have been provided below.

26


 

Reconciliation Presentation

A reconciliation of net income to FFO and Operating FFO is as follows (in thousands). The Company provides no assurances that these charges, income and gains/losses adjusted in the calculation of Operating FFO are non-recurring. These charges, income and gains/losses could reasonably be expected to recur in future results of operations.

 

Three Months

 

 

Six Months

 

 

Ended June 30,

 

 

Ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net income attributable to Curbline

$

10,392

 

 

$

6,236

 

 

$

20,942

 

 

$

14,211

 

Depreciation and amortization of real estate investment, net
    of non-controlling interests

 

16,018

 

 

 

9,376

 

 

 

30,464

 

 

 

18,611

 

Gain on disposition of real estate, net

 

 

 

 

 

 

 

(42

)

 

 

 

     FFO attributable to Curbline

 

26,410

 

 

 

15,612

 

 

 

51,364

 

 

 

32,822

 

Separation and other charges

 

 

 

 

104

 

 

 

 

 

 

118

 

Transaction, debt extinguishment and other costs, net of
    non-controlling interests
(A)

 

529

 

 

 

4,126

 

 

 

702

 

 

 

7,223

 

 Operating FFO attributable to Curbline

$

26,939

 

 

$

19,842

 

 

$

52,066

 

 

$

40,163

 

 

(A)
For the three months ended June 30, 2025 and 2024, includes transaction costs of $344 and $3,944, respectively. For the six months ended June 30, 2025 and 2024, includes transaction costs of $516 and $7,041, respectively. Transaction costs for the three and six months ended June 30, 2024 were related to the Spin-Off.

The increase in net income and FFO attributable to Curbline for the six months ended June 30, 2025, as compared to the prior-year period, was primarily attributable to the net impact of property acquisitions, an increase in interest income and a decrease in transaction costs related to the Spin-Off, partially offset by an increase in interest expense and general and administrative expenses. The increase in Operating FFO attributable to Curbline was primarily due to the net impact of property acquisitions and an increase in interest income, partially offset by an increase in interest expense and general and administrative expenses.

Net Operating Income and Same-Property Net Operating Income

Definition and Basis of Presentation

The Company uses net operating income (“NOI”), which is a non-GAAP financial measure, as a supplemental performance measure. NOI is calculated as property revenues less property-related expenses and excludes depreciation and amortization expense, interest income and expense and corporate level transactions. The Company believes NOI provides useful information to investors regarding the Company’s financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level and, when compared across periods, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and disposition activity on an unleveraged basis.

The Company also presents NOI information on a same property basis, or Same-Property Net Operating Income (“SPNOI”). The Company defines SPNOI as property revenues less property-related expenses, which exclude straight-line rental income and reimbursements and expenses, lease termination income, management fee expense and fair market value of leases. SPNOI only includes assets owned for the entirety of both comparable periods. SPNOI excludes all non-property and corporate level revenue and expenses. Other real estate companies may calculate NOI and SPNOI in a different manner. The Company believes SPNOI provides investors with additional information regarding the operating performance of comparable assets because it excludes certain non-cash and non-comparable items as noted above. SPNOI is frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs.

SPNOI is not, and is not intended to be, a presentation in accordance with GAAP. SPNOI information has its limitations as it excludes any capital expenditures associated with the re-leasing of tenant space or as needed to operate the assets. SPNOI does not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use SPNOI as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. SPNOI does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs. SPNOI should not be considered as an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. A reconciliation of NOI and SPNOI to their most directly comparable GAAP measure of net income is provided below.

27


 

Reconciliation Presentation

The Company’s reconciliation of net income computed in accordance with GAAP to NOI and SPNOI for the Company is as follows (in thousands):

 

 

For the Six Months Ended

 

 

June 30,

 

 

2025

 

 

2024

 

Net income attributable to Curbline

$

20,942

 

 

$

14,211

 

Interest expense

 

2,334

 

 

 

416

 

Interest income

 

(11,233

)

 

 

 

Depreciation and amortization

 

30,502

 

 

 

18,611

 

General and administrative

 

17,084

 

 

 

3,725

 

Other income (expense), net

 

(553

)

 

 

7,245

 

Gain on disposition of real estate, net

 

(42

)

 

 

 

Tax expense

 

177

 

 

 

 

Non-controlling interests

 

26

 

 

 

 

Total Curbline NOI

 

59,237

 

 

 

44,208

 

Less: Non-Same Property NOI

 

(18,617

)

 

 

(5,288

)

Total Same-Property NOI

$

40,620

 

 

$

38,920

 

 

 

 

 

 

 

Total Curbline NOI % Change

 

34.0

%

 

 

 

Same-Property NOI % Change

 

4.4

%

 

 

 

 

The same-property increase for the six months ended June 30, 2025, as compared to the prior-year period, was primarily attributable to minimum rent increases resulting from rent steps or option rent increases and increases in recoveries from tenants.

LIQUIDITY, CAPITAL RESOURCES AND FINANCING ACTIVITIES

The Company requires capital to fund its business plan including investment activities, capital expenditures and operating expenses. At June 30, 2025, the Company’s primary sources of capital were unrestricted cash balances of $429.9 million and a $400.0 million unsecured, undrawn line of credit along with cash flow from operations. The Company may also raise additional capital as appropriate to finance the growth of its business. Debt outstanding was $100.0 million as of June 30, 2025. As of December 31, 2024, there was no indebtedness outstanding.

Indebtedness

In connection with the Spin-Off, the Operating Partnership, as borrower, the Company, the lenders named therein and Wells Fargo Bank, National Association, as administrative agent entered into a credit agreement (the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility in the amount of $400.0 million (the “Revolving Credit Facility”) and a delayed draw term loan facility in the amount of $100.0 million (the “Term Loan Facility” and together with the Revolving Credit Facility, the “2024 Credit Facilities”). The aggregate amount available under the 2024 Credit Facilities may be increased up to $750.0 million so long as existing or new lenders agree to provide incremental commitments and subject to the satisfaction of certain customary conditions.

The Revolving Credit Facility matures on September 29, 2028, subject to two six-month options to extend the maturity to September 29, 2029 at the Operating Partnership’s option and subject to the satisfaction of certain conditions. Borrowings under the Revolving Credit Facility bear interest at variable rates at the Operating Partnership’s election, based on either (i) the term or daily simple SOFR rate plus a credit spread adjustment plus an applicable margin, or (ii) the alternative base rate plus an applicable margin. The Revolving Credit Facility also provides for a facility fee, paid on a quarterly basis. Each of the applicable margin and the facility fee under the Revolving Credit Facility varies based on whether the Company has obtained a long-term senior unsecured debt rating of at least BBB- (or the equivalent) from S&P Global Ratings or Fitch Investor Services Inc. or a long-term unsecured debt rating of Baa3 (or the equivalent) from Moody’s Investors Service, Inc. (each, an “IG Rating”). Prior to obtaining an IG Rating, each of the applicable margin and facility fee was based on the Company’s ratio of consolidated outstanding indebtedness to consolidated market value and after obtaining an IG Rating, the applicable margin and facility fee is based on the Company’s IG Rating. In May 2025, the Fitch Ratings assigned the Company a Long-Term Issuer Default Rating of BBB. No amounts were drawn under the Revolving Credit Facility as of June 30, 2025.

28


 

The Company drew $100.0 million on the Term Loan Facility in March 2025 which will mature on October 1, 2027, subject to two one-year options to extend its maturity to October 1, 2029 at the Operating Partnership’s option and subject to the satisfaction of certain conditions. Loans under the Term Loan Facility bear interest at variable rates at the Operating Partnership’s election, based on either (i) the term or daily simple SOFR rate plus a credit spread adjustment plus an applicable margin or (ii) the alternative base rate plus an applicable margin. Similar to the Revolving Credit Facility, the applicable margin under the Term Loan Facility varies. Prior to obtaining an IG Rating, the applicable margin was based on the Company’s ratio of consolidated outstanding indebtedness to consolidated market value and after obtaining an IG Rating, the applicable margin is based on the Company’s IG Rating. As of June 30, 2025, $100.0 million is outstanding under the Term Loan Facility.

The 2024 Credit Facilities contain certain customary covenants including, among other things, leverage ratios and debt service coverage and fixed-charge coverage ratios, as well as limitations on the Company’s ability to sell all or substantially all of the Company’s assets and engage in certain mergers and acquisitions. The 2024 Credit Facilities also contain customary default provisions including, among other things, the failure to make timely payments of principal and interest payable thereunder and the failure of the Company or its subsidiaries to pay, when due, certain indebtedness in excess of certain thresholds beyond applicable grace and cure periods. As of June 30, 2025, the Company was in compliance with all its financial covenants governing its debt. Although the Company believes it will continue to operate in compliance with these covenants, if the Company were to violate these covenants, the Company may be subject to higher finance costs and fees or accelerated maturities.

The Company maintains a $100.0 million interest rate swap agreement to fix the variable-rate SOFR component of the Company’s $100.0 million Term Loan Facility to 3.578%, from April 1, 2025 through October 1, 2028. In April 2025, the Company entered into a $100.0 interest rate swap agreement to fix the variable-rate SOFR component of the Company’s Term Loan Facility at 3.712% from October 1, 2028 through October 1, 2029. The all-in rate of the Term Loan Facility is fixed at 4.678% based on the loan’s current applicable spread.

On June 26, 2025, the Company and the Operating Partnership entered into a Note and Guaranty Agreement (the “Note and Guaranty Agreement”) in connection with a private placement of $150.0 million of the Operating Partnership’s unsecured senior notes (the “Notes”), consisting of (i) $100.0 million aggregate principal amount of 5.58% unsecured senior notes due September 3, 2030 and (ii) $50.0 million aggregate principal amount of 5.87% unsecured notes due September 3, 2032, to a group of institutional investors.

The Notes bear interest on the outstanding principal balance at the stated rates per annum from the date of issuance, payable semi-annually in arrears, until such principal becomes due and payable. The entire unpaid principal balance of each Note shall be due and payable on the maturity date thereof. The Notes are senior unsecured obligations of the Operating Partnership and rank equal in right of payment with all other senior unsecured indebtedness of the Operating Partnership. The Notes are unconditionally guaranteed by the Company.

The Operating Partnership will be permitted to prepay the outstanding Notes in whole or in part, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding, at any time at (i) 100% of the principal amount so prepaid, plus (ii) the make-whole amount, which is equal to the excess, if any, of the discounted value of the remaining scheduled principal and interest payments with respect to the Notes being prepaid over the principal amount of such Notes. The discount rate to be used is equal to 0.50% plus the yield to maturity reported for the most recently actively traded U.S. Treasury Securities with a maturity equal to the remaining average life of the prepaid principal. If a change in control occurs for the Company, the Operating Partnership must offer to prepay the outstanding Notes. The prepayment amount will be 100% of the principal amount, as well as accrued and unpaid interest but without any make-whole amount.

The Note and Guaranty Agreement contains certain customary covenants including, among other things, a maximum total leverage ratio, a maximum secured leverage ratio, a maximum unencumbered leverage ratio, a minimum fixed charge coverage ratio and a minimum unsecured interest coverage ratio.

The sale and purchase of the Notes is scheduled to occur on September 3, 2025, subject to customary closing conditions.

In connection with the Note and Guaranty Agreement, the Company executed a treasury lock hedge transaction in May 2025 to hedge the risk-free treasury yield component of the overall rate ultimately assigned to the $50.0 million of Notes due September 3, 2032. The treasury lock secured a treasury yield of 4.185%. The hedge transaction settled on June 9, 2025, in connection with the pricing of the Notes, and included proceeds of $0.2 million, which were recognized as a gain within Accumulated other comprehensive income on the consolidated balance sheets as of June 30, 2025. This amount will be amortized on a straight-line basis as a decrease to interest expense over the term of the Notes, once the Notes have been drawn.

In July 2025, the Company and the Operating Partnership entered into a term loan agreement with a syndicate of lenders and PNC, National Association, as administrative agent, which provides for an unsecured, term loan in the amount of $150.0 million (the “2025 Term Loan”). In connection with entering into the term loan agreement, the Operating Partnership borrowed the full $150.0

29


 

million under the 2025 Term Loan. The 2025 Term Loan will mature in January 2029, subject to two one-year options to extend its maturity to January 2031 at the Operating Partnership’s option and subject to the satisfaction of certain customary conditions.

Loans under the 2025 Term Loan bear interest at variable rates at the Operating Partnership’s election, based on either (i) the term or daily simple SOFR rate plus an applicable margin or (ii) the alternative base rate plus an applicable margin. The applicable margin under the 2025 Term Loan varies based on the rating assigned by S&P Global Ratings, Moody’s Investors Service, Inc. or Fitch Investor Services Inc. to the senior unsecured long-term indebtedness of Company or the Operating Partnership. In May 2025, the Company entered into a $150.0 million forward interest rate swap agreement to fix the variable-rate SOFR component of the 2025 Term Loan at 3.659% from July 16, 2025 through January 1, 2031. The all-in rate of the 2025 Term Loan will be fixed at 4.609% based on the loan’s current applicable spread.

As part of its growth strategy, the Company may incur additional debt to finance future acquisitions, including debt that refinances or replaces borrowings under the Revolving Credit Facility, the Term Loan Facility, the Notes or the 2025 Term Loan. While the Company believes it has several viable sources to obtain capital and fund its business, the sources of funds could be affected by various risks and uncertainties.

Dividend Distributions

The Company declared a quarterly cash dividend of $0.16 per share for each of the first two quarters in 2025. The dividends are summarized as follows (in millions):

 

Quarter Declared

 

Amount Declared

 

 

Date Paid

 

Amount Paid

 

First quarter 2025

 

$

17.1

 

 

April 8, 2025

 

$

17.0

 

Second quarter 2025

 

 

17.1

 

 

July 9, 2025

 

 

17.0

 

Total year to date

 

$

34.2

 

 

 

 

$

34.0

 

The Company anticipates making distributions to holders of its common stock to satisfy the requirements to qualify as a REIT and generally not be subject to U.S. federal income tax (other than with respect to operations conducted through a taxable REIT subsidiary of the Company) or excise tax. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its REIT taxable income. The Company generally intends to make distributions with respect to each taxable year in an amount at least equal to its REIT taxable income for such taxable year. To the extent that cash available for distribution is less than the Company’s REIT taxable income, the Company may make a portion of its distributions in the form of additional shares of common stock, and any such distribution of such common stock may be taxable as a dividend to stockholders.

Although the Company generally expects to declare and pay distributions on a quarterly basis, the Company’s Board of Directors (the “Board”) will evaluate its distribution policy regularly in order to maintain sufficient liquidity for operations and in order to maximize the Company’s free cash flow while still adhering to REIT payout requirements and minimizing federal income taxes (excluding federal income taxes applicable to its taxable REIT subsidiary activities).

Any distributions the Company makes to its stockholders will be at the discretion of the Board and will depend upon, among other things, the Company’s actual and anticipated results of operations and liquidity, which will be affected by various factors, including the income from its portfolio, its operating expenses and any other expenditures.

Cash Flow Activity

The Company expects that its core business of leasing space to well capitalized retailers will continue to generate consistent cash flow after expenses. The following presents a summary of consolidated statements of cash flow (in thousands):

 

 

Six Months

 

 

Ended June 30,

 

 

2025

 

 

2024

 

Cash flow provided by operating activities

$

59,543

 

 

$

32,331

 

Cash flow used for investing activities

 

(308,479

)

 

 

(80,876

)

Cash flow provided by financing activities

 

52,392

 

 

 

49,350

 

 

30


 

Changes in cash flows for the six months ended June 30, 2025, compared to the prior-year period, are as follows:

Operating Activities: Cash provided by operating activities increased $27.2 million primarily due to the net impact from property acquisitions, a decrease in transaction costs related to the Spin-Off and an increase in interest income partially offset by an increase in interest expense and general and administrative expenses.

Investing Activities: Cash used for investing activities increased $227.6 million primarily due to the increase in real estate assets acquired and an increase in escrow deposits for future acquisitions.

Financing Activities: Cash provided by financing activities increased $3.0 million primarily due to the proceeds from the term loan of $100.0 million, partially offset by dividends paid of $43.5 million, lower repayment of mortgage debt of $25.6 million and lower transactions with SITE Centers of $75.0 million.

SOURCES AND USES OF CAPITAL

The Company remains committed to maintaining sufficient liquidity and financial flexibility in order to pursue its stated business plan to acquire additional convenience properties and scale the Company’s portfolio while managing its overall risk profile. Cash flow from operations, as well as debt and equity financings, represent additional potential sources of proceeds to be used to execute on the Company’s business plan.

Acquisitions

Through July 25, 2025, the Company acquired 59 convenience shopping centers for an aggregate purchase price of $539.5 million.

Indebtedness

As of June 30, 2025, $100.0 million had been drawn on the Term Loan Facility and in July 2025, the Company entered into and drew upon the $150.0 million 2025 Term Loan. For a summary of interest payable under the Term Loan Facility and 2025 Term Loan, see “Indebtedness” in Liquidity, Capital Resources and Financing Activities section above.

CAPITALIZATION

At June 30, 2025, the Company’s capitalization consisted of $100.0 million of debt and $2.4 billion of market equity (calculated as shares of common stock outstanding multiplied by $22.83, the closing price of the Company’s common stock on the New York Stock Exchange on June 30, 2025).

Management seeks to maintain access to the capital resources necessary to manage the Company’s balance sheet. Accordingly, the Company may seek to obtain funds through additional debt or equity financings in a manner consistent with its intention to operate with a prudent debt capitalization policy.

The Revolving Credit Facility, the Term Loan Facility, the Note and Guaranty Agreement and the 2025 Term Loan contain certain financial and operating covenants, including, among other things, debt service coverage and fixed-charge coverage ratios, as well as limitations on the Company’s ability to incur secured and unsecured indebtedness, sell all or substantially all of the Company’s assets, engage in certain mergers and acquisitions and make distribution to its stockholders. Although the Company intends to operate in compliance with these covenants, if the Company were to violate these covenants, the Company may be subject to higher finance costs and fees and accelerated maturities.

CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

In conjunction with the redevelopment of convenience shopping centers, the Company has entered into commitments with general contractors aggregating approximately $0.4 million for its consolidated properties at 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 operating cash flow. These contracts typically can be changed or terminated without penalty.

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 $0.9 million related to the maintenance of its properties.

In addition, the Company has debt maturity and interest payment obligations as described in Note 5.

31


 

ECONOMIC CONDITIONS

The Company continues to experience steady retailer demand for vacant or available space and executed new leases and renewals aggregating approximately 217 thousand square feet of GLA for the six months ended June 30, 2025. The Company believes the elevated portfolio leased rate and overall tenant activity are attributable to demand for space at properties located on the curbline of well-trafficked intersections and major vehicular corridors and limited new supply. Additionally, the Company’s portfolio benefits from its concentration in suburban, above-average household income communities along with positive demographic and economic trends.

The Company has a diversified tenant base, with only one tenant whose annualized rental revenue equals or exceeds 2% of the Company’s annualized consolidated rental revenues (Starbucks at 2.6% as of June 30, 2025). Other significant national tenants generally have relatively strong financial positions, have outperformed their respective retail categories over time and, the Company believes, remain well-capitalized. The majority of the tenants in the Company’s convenience 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 the tenants to outperform under a variety of economic conditions and provide a stable revenue base. The Company has relatively little reliance on overage or percentage rents dependent on tenant sales performance or on ancillary income.

The Company believes that the convenience property portfolio is well positioned, as evidenced by recent leasing activity, historical leased and occupancy levels and consistent reported leasing spreads. At June 30, 2025, the convenience property portfolio leased and occupancy rates were 96.1% and 93.5%, respectively, and the portfolio ABR per occupied square foot was $35.26, as compared to leased and occupancy rates of 95.5% and 93.9%, respectively, and ABR per occupied square foot of $35.62 at December 31, 2024. The per square foot cost of leasing capital expenditures has been consistent with the Company’s historical trends and the standardized site plan of the majority of the Company’s convenience shopping centers together with high tenant retention rates, higher ABRs per square foot and the depth of leasing prospects that can utilize existing square footage generally result in lower operating capital expenditure levels as a percentage of annualized base rents over time. The Company generally does not expend a significant amount of capital on lease renewals, which constitute the majority of overall leasing activity. The weighted-average cost of tenant improvements and lease commissions estimated to be incurred over the expected lease term for all leases executed during the six months ended June 30, 2025 was $3.47 per rentable square foot.

Inflation, higher interest rates, evolving U.S. tariffs and retaliatory tariffs on U.S. goods and the market reaction thereto, and concerns over consumer spending growth, along with the volatility of global capital markets continue to pose risks to the U.S. economy, the retail sector overall and the Company’s tenants. The retail sector overall has also been affected by changing consumer behaviors, increased competition and e-commerce market share gains. 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 and overall cash flow, balance sheet and liquidity. In some cases, changing conditions have resulted in weaker retailers losing market share and declaring bankruptcy and/or closing stores. However, other retailers continue to expand their store fleets and launch new concepts within the suburban, high-household-income communities in which the properties are located. As a result, the Company believes that its prospects to backfill any spaces vacated by bankrupt or non-renewing tenants are generally favorable. However, there can be no assurance that vacancy resulting from increasingly uncertain economic conditions will not adversely affect the Company’s operating results.

Rising interest rates and the availability of commercial real estate financing have also impacted, at certain times, real estate owners’ ability to acquire and sell assets and raise equity and debt financing. Although the Company had $100.0 million of indebtedness as of June 30, 2025, debt capital markets liquidity could adversely impact the Company’s current and expected future business plan and its ability to finance future maturities and/or investments, and the interest rates applicable thereto. Depending on market conditions, the Company intends to acquire additional assets funded with cash on hand along with retained cash flow and debt and equity financing. The timing of certain acquisitions may be impacted by capital markets activity along with the volume and pricing of assets available to acquire. Unfavorable changes in interest rates or the capital markets could adversely impact the Company’s return on investments.

CRITICAL ACCOUNTING ESTIMATES

For a discussion of our critical accounting policies and estimates, refer to our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to these policies during the six months ended June 30, 2025.

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 adjusted to reflect the swap of the variable-rate (SOFR) component of the interest rate applicable to the Term Loan Facility to a fixed rate of 3.578% is $99.1 million with a maturity of 2.25 years and all-in interest rate of 4.678% based on the loan’s current applicable spread.

32


 

If the Company were to incur variable-rate indebtedness, its exposure to increases in interest rates could increase. The Company does not believe, however, that increases in interest expense as a result of inflation or other economic factors will significantly impact the Company’s distributable cash flow.

The interest rate risk on a portion of the Company’s variable-rate debt has been mitigated through the use of an interest rate swap agreement with a major financial institution. At June 30, 2025, the variable-rate (SOFR) component of the interest rate applicable to the Company’s $100.0 million consolidated Term Loan Facility was swapped to a fixed rate through October 1, 2029. The Company is exposed to credit risk in the event of nonperformance by the counterparties to the swaps. The Company believes it mitigates its credit risk by entering into swaps with major financial institutions.

The carrying value of the Company’s fixed-rate debt was adjusted to include the $99.1 million of variable-rate debt that was swapped to a fixed rate. An estimate of the effect of a 100 basis-point increase at June 30, 2025, is summarized as follows (in millions):

 

 

June 30, 2025

 

 

 

Carrying
Value

 

 

Fair
Value

 

 

 

100 Basis-Point
Increase in
Market Interest
Rate

 

 

Company's fixed-rate debt

$

99.1

 

 

$

101.3

 

 (A)

 

$

97.5

 

 (B)

 

(A)
Includes the fair value of the swap, which was a liability of $1.0 million at June 30, 2025.

 

(B)
Includes the fair value of the swap adjusted for a 100 basis-point increase in market interest rates of an asset of $2.8 million at June 30, 2025.

The Company intends to continually monitor and actively manage interest costs on any variable-rate debt portfolio and may enter into swap positions or interest rate caps. Accordingly, the cost of obtaining such protection agreements in relation to the Company’s access to capital markets will continue to be evaluated. The Company has not entered into, 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 of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2025. Based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures 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.

33


 

PART II

OTHER INFORMATION

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 proceedings or claims for personal injury or property damage arising in the ordinary course of its business, most of which are covered by insurance, although they may be subject to deductibles or retentions. 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

There have been no material changes to the risk factors set forth in the Annual Report on Form 10-K.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

34


 

Item 6. EXHIBITS

 

10.1

 

 

Note and Guaranty Agreement, dated June 26, 2025, by and among Curbline Properties Corp., Curbline Properties LP and the purchasers named therein (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 26, 2025)

 

 

 

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.

1.
Submitted electronically herewith.
2.
Pursuant to SEC Release No. 34-4751, these exhibits are deemed to accompany this report and are not “filed” as part of this report.

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 Consolidated Financial Statements.

35


 

SIGNATURES

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.

 

CURBLINE PROPERTIES CORP.

 

 

 

 

 

 

By:

 

/s/ Christina M. Yarian

Name:

Christina M. Yarian

Title:

Senior Vice President and Chief Accounting Officer

(Authorized Officer; Principal Accounting Officer)

Date: July 29, 2025

 

36


FAQ

How many shares is Middlesex Water (MSEX) offering in this prospectus supplement?

The supplement covers 712,353 remaining shares previously registered for sale under the Investment Plan.

What is the purpose of the Middlesex Water Investment Plan?

It allows investors to buy, sell and reinvest dividends in MSEX stock directly without a broker, while providing the company with equity capital.

What are the minimum and maximum optional cash investments under the Plan?

Investors may contribute a $25 minimum per investment and up to $25,000 per calendar quarter.

Can Plan shares be issued at a discount to market price?

Yes, the company may offer shares at a discount at its discretion, but any discount and period are not guaranteed.

What risks are highlighted for participants?

Key risks include share-price fluctuation between order and execution, potential tax liability on reinvested dividends, and no assurance of continued dividends.

Where is MSEX stock listed and what was the recent price?

MSEX trades on the NASDAQ Global Select Market; the closing price on 28 Jul 2025 was $51.52.
Curbline Pptys Corp

NYSE:CURB

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2.41B
96.18M
7.79%
96.13%
1.64%
REIT - Retail
Real Estate
Link
United States
NEW YORK