SITE Centers (NYSE: SITC) Q1 2026 shows shrinking portfolio, negative FFO and large cash balance
SITE Centers Corp. reported sharply lower first-quarter 2026 results as it continues an orderly wind-down of its retail portfolio. Total revenues fell to $13.0 million from $42.6 million a year earlier, reflecting extensive property dispositions and lower rental income.
The company recorded $17.5 million of impairment charges tied to assets marketed for sale but offset this with a $20.0 million gain on sale of joint venture interests and $4.0 million of gains on property sales, resulting in net income of $0.9 million or $0.02 per diluted share. FFO turned negative at $(1.2) million and Operating FFO at $(1.9) million, highlighting weaker core cash performance.
SITE Centers ended the quarter with $193.5 million in unrestricted cash and no consolidated debt, while its unconsolidated joint ventures carried $380.6 million of mortgage debt. Management plans to keep elevated cash balances, sell remaining wholly owned centers and ultimately monetize its 20% interest in the Dividend Trust Portfolio joint venture as it prepares for an eventual wind-up of operations.
Positive
- None.
Negative
- Core performance weakened significantly, with quarterly revenues declining to $13.0 million from $42.6 million and Operating FFO turning negative at $(1.9) million, reflecting a much smaller, less profitable portfolio.
- The company recorded $17.5 million of impairment charges and explicitly warns that rental income and net income are expected to decrease further as asset sales continue and wind-up costs remain elevated.
- Ongoing dependence on the DTP joint venture, which has $380.6 million of debt and restrictive partner rights, introduces uncertainty around timing and value realization from this remaining investment.
Insights
SITE Centers is rapidly shrinking its portfolio, boosting cash but eroding recurring earnings.
SITE Centers is deep into an orderly wind-down. Q1 2026 revenues dropped to $13.0M from property sales, while core metrics like FFO fell to $(1.2)M and Operating FFO to $(1.9)M. The company offset weaker rental income with gains from selling two centers and its Deer Park joint-venture interest.
Balance-sheet risk has shifted from leverage to execution. The company holds $193.5M of cash and no consolidated debt, but its $380.6M of joint-venture mortgage debt (with $76.1M at its share) and limited control in the DTP joint venture create uncertainty. Occupancy slipped to 84.9% on a pro rata basis, and management explicitly expects rental income and net income to keep declining as more assets are sold.
For this wind-down strategy, key dependencies include cooperation from the DTP partner, market conditions affecting sale prices, and controlling wind-up costs such as redevelopment obligations to Curbline of $15.4M. Future disclosures about additional sales, any change to REIT status, and progress on resolving the DTP joint venture will shape how much residual value can ultimately be distributed to shareholders.
Key Figures
Key Terms
Funds from Operations financial
Operating FFO financial
Dividend Trust Portfolio financial
Shared Services Agreement financial
net operating income financial
impairment charges financial
Earnings Snapshot
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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.
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).
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.
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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 May 1, 2026 the registrant had
SITE Centers Corp.
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED March 31, 2026
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION |
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Item 1. |
Financial Statements – Unaudited |
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Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 |
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Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2026 and 2025 |
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Consolidated Statements of Equity for the Three Months Ended March 31, 2026 and 2025 |
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Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 |
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Notes to Condensed Consolidated Financial Statements |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
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Item 4. |
Controls and Procedures |
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PART II. OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
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Item 1A. |
Risk Factors |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. |
Defaults Upon Senior Securities |
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Item 4. |
Mine Safety Disclosures |
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Item 5. |
Other Information |
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Item 6. |
Exhibits |
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SIGNATURES |
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2
SITE Centers Corp.
CONSOLIDATED BALANCE SHEETS
(unaudited; in thousands, except share amounts)
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March 31, 2026 |
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December 31, 2025 |
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Assets |
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Land |
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$ |
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Buildings |
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Fixtures and tenant improvements |
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Less: Accumulated depreciation |
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Construction in progress and land |
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Total real estate assets, net |
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Investments in and advances to joint ventures |
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Cash and cash equivalents |
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Restricted cash |
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Accounts receivable |
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Amounts receivable from Curbline |
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Other assets, net |
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$ |
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$ |
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Liabilities and Equity |
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Amounts payable to Curbline |
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Accounts payable and other liabilities |
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Total liabilities |
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Commitments and contingencies |
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SITE Centers Equity |
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Common shares, with par value, $ |
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Additional paid-in capital |
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Accumulated distributions in excess of net income |
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Less: Common shares in treasury at cost: |
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Total equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
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SITE Centers Corp.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(unaudited; in thousands, except per share amounts)
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Three Months |
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Ended March 31, |
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2026 |
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2025 |
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Revenues from operations: |
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Rental income |
$ |
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$ |
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Fee and other income |
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Rental operation expenses: |
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Operating and maintenance |
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Real estate taxes |
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Impairment charges |
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General and administrative |
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Depreciation and amortization |
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Other income (expense): |
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Interest expense |
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Interest income |
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Other income (expense),net |
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(Loss) income before earnings from equity method investments and other items |
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Equity in net (loss) income of joint ventures |
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Gain on sale of joint venture interests |
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Gain on disposition of real estate, net |
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Income before tax benefit (expense) |
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Tax benefit (expense) of taxable REIT subsidiary and state franchise and income taxes |
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Net income |
$ |
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$ |
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Per share data: |
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Basic: |
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Diluted: |
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Net income |
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$ |
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Amount reclassed to earnings - cash flow hedges |
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Comprehensive income |
$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
SITE Centers Corp.
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited; in thousands)
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Common |
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Additional |
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Accumulated Distributions |
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Deferred Compensation Obligation |
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Accumulated Other Comprehensive Income |
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Treasury |
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Total |
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Balance, December 31, 2025 |
$ |
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Stock-based compensation, net |
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Comprehensive income |
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Balance, March 31, 2026 |
$ |
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$ |
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$ |
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Common |
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Additional |
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Accumulated Distributions |
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Deferred Compensation Obligation |
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Accumulated Other Comprehensive Income |
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Treasury |
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Total |
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Balance, December 31, 2024 |
$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Stock-based compensation, net |
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Comprehensive income (loss) |
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Balance, March 31, 2025 |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
SITE Centers Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in thousands)
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Three Months |
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Ended March 31, |
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2026 |
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2025 |
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Cash flow from operating activities: |
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Net income |
$ |
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$ |
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Adjustments to reconcile net income to net cash flow (used for) provided by operating activities: |
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Depreciation and amortization |
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Stock-based compensation |
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Amortization and write-off of debt issuance costs, commitment fees and fair market value of debt adjustments |
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Equity in net loss (income) of joint ventures |
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Gain on sale and change in control of interests |
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Gain on disposition of real estate, net |
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Impairment charges |
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Net change in accounts receivable |
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Net change in accounts payable and accrued expenses |
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Net change in other operating assets and liabilities |
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Total adjustments |
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Net cash flow (used for) provided by operating activities |
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Cash flow from investing activities: |
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Real estate developed and improvements to operating real estate |
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Proceeds from disposition of real estate |
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Proceeds from disposition of joint venture |
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Equity contributions to joint ventures |
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Net cash flow provided by (used for) investing activities |
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Cash flow from financing activities: |
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Repayment of mortgage debt |
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Payment of debt issuance costs |
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Repurchase of common shares in conjunction with equity award plans |
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Net cash flow used for financing activities |
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Net increase in cash, cash equivalents and restricted cash |
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Cash, cash equivalents and restricted cash, beginning of period |
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Cash, cash equivalents and restricted cash, end of period |
$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Notes to Condensed Consolidated Financial Statements
Nature of Business
SITE Centers Corp. and its related consolidated real estate subsidiaries (collectively, the “Company” or “SITE Centers”) and unconsolidated joint ventures are primarily engaged in the business of owning, leasing, redeveloping and managing shopping centers. Unless otherwise provided, references herein to the Company or SITE Centers include SITE Centers Corp. and its wholly-owned subsidiaries. The Company’s tenant base includes a mixture of national and regional retail chains and local tenants. Consequently, the Company’s credit risk is primarily concentrated in the retail industry.
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates.
Unaudited Interim Financial Statements
These financial statements have been prepared by the Company in accordance with GAAP for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three months ended March 31, 2026 and 2025 are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Principles of Consolidation
Disposition of Real Estate
For the three months ended March 31, 2026, the Company received gross proceeds of $
For the three months ended March 31, 2025, the Company did
Reclassifications
Certain prior period amounts reported have been reclassified to conform with current year presentation.
Fair Value Measurement
The carrying amounts reported in the Company’s consolidated balance sheets for Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, Accounts Payable and Other Liabilities approximated fair value because of their short-term maturities.
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):
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Three Months |
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Ended March 31, |
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2026 |
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2025 |
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7
Accounts payable related to construction in progress |
$ |
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$ |
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Segments
Recently Issued Accounting Standards
Expense Disaggregation Disclosures. In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, which requires additional disaggregated disclosure about certain income statement expense line items. ASU 2024-03 is effective for annual reporting years beginning after December 15, 2026 and interim periods within the fiscal years beginning after December 15, 2027. Other than additional disclosure, the adoption of this ASU is not expected to have a material impact on the Company’s financial position and/or results of operations.
At March 31, 2026 and December 31, 2025, the Company had ownership interests in unconsolidated joint ventures that had investments in
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March 31, 2026 |
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December 31, 2025 |
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Condensed Combined Balance Sheets |
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Land |
$ |
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$ |
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Buildings |
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Fixtures and tenant improvements |
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Less: Accumulated depreciation |
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Construction in progress and land |
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Real estate, net |
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Cash and restricted cash |
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Receivables, net |
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Other assets, net |
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$ |
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$ |
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Mortgage debt |
$ |
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$ |
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Amounts payable to SITE Centers |
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Other liabilities |
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Accumulated equity |
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$ |
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$ |
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Company's share of accumulated equity |
$ |
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$ |
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Basis differentials |
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Amounts payable to the Company |
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Investments in and advances to joint ventures |
$ |
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$ |
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Three Months |
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Ended March 31, |
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2026 |
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2025 |
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Condensed Combined Statements of Operations |
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Revenues from operations |
$ |
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$ |
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Expenses from operations: |
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Operating expenses |
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Depreciation and amortization |
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Interest expense |
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Other expense, net |
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(Loss) income before loss on disposition of real estate |
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Loss on disposition of real estate, net |
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(Loss) income attributable to unconsolidated joint ventures |
$ |
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$ |
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Company's share of equity in net (loss) income of joint ventures |
$ |
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$ |
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Basis differential adjustments(A) |
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Equity in net (loss) income of joint ventures |
$ |
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$ |
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Revenues earned by the Company for providing asset management, property management and leasing and development services to all of the Company’s unconsolidated joint ventures were $
Other assets and intangibles consist of the following (in thousands):
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March 31, 2026 |
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Asset |
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Accumulated Amortization |
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Net |
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Intangible assets, net: |
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In-place leases |
$ |
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$ |
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$ |
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Above-market leases |
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Lease origination costs |
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Tenant relationships |
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Total intangible assets, net |
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Operating lease ROU assets |
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Other assets: |
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Prepaid expenses |
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Other assets |
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Deposits |
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Total other assets, net |
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$ |
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Liability |
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Accumulated Amortization |
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Net |
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Below-market leases(A) |
$ |
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$ |
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$ |
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9
|
December 31, 2025 |
|
|||||||||
|
Asset |
|
|
Accumulated Amortization |
|
|
Net |
|
|||
Intangible assets, net: |
|
|
|
|
|
|
|
|
|||
In-place leases |
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Above-market leases |
|
|
|
|
( |
) |
|
|
|
||
Lease origination costs |
|
|
|
|
( |
) |
|
|
|
||
Tenant relationships |
|
|
|
|
( |
) |
|
|
|
||
Total intangible assets, net |
|
|
|
|
( |
) |
|
|
|
||
Operating lease ROU assets |
|
|
|
|
|
|
|
|
|||
Other assets: |
|
|
|
|
|
|
|
|
|||
Prepaid expenses |
|
|
|
|
|
|
|
|
|||
Other assets |
|
|
|
|
|
|
|
|
|||
Deposits |
|
|
|
|
|
|
|
|
|||
Total other assets, net |
|
|
|
|
|
|
$ |
|
|||
|
Liability |
|
|
Accumulated Amortization |
|
|
Net |
|
|||
Below-market leases |
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Amortization for the three months ended March 31, 2026 and 2025 related to the Company’s intangibles was as follows (in thousands):
Period |
|
Income |
|
|
Expense |
|
||
2026 |
|
$ |
|
|
$ |
|
||
2025 |
|
|
|
|
|
|
||
The disaggregation of the Company’s lease income, which is included in Rental income on the Company’s consolidated statements of operations, as either fixed or variable lease income based on the criteria specified in FASB Accounting Standards Codification 842, for the three months ended March 31, 2026 and 2025, was as follows (in thousands):
|
|
Three Months |
|
|||||
|
|
Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Rental income: |
|
|
|
|
|
|
||
Fixed lease income(A) |
|
$ |
|
|
$ |
|
||
Variable lease income(B) |
|
|
|
|
|
|
||
Above-market and below-market leases amortization, net |
|
|
|
|
|
|
||
Adjustments for potentially uncollectible revenues and disputed amounts(C) |
|
|
|
|
|
( |
) |
|
Total rental income |
|
$ |
|
|
$ |
|
||
On October 1, 2024, the Company completed the spin-off of Curbline Properties Corp. (“Curbline Properties” or “Curbline”). To govern certain ongoing relationships between the Company, Curbline Properties LP (the “Operating Partnership”) and Curbline Properties after the spin-off, and to provide for the allocation among the Company, the Operating Partnership and Curbline Properties of the Company’s assets, liabilities and obligations attributable to periods both prior to and following the separation of Curbline Properties and the Operating Partnership from SITE Centers, the Company, Curbline Properties and the Operating Partnership entered into agreements pursuant to which each provides certain services and has certain rights following the spin-off, and Curbline Properties, the Operating Partnership and SITE Centers indemnify each other against certain liabilities arising from their respective businesses. The Separation and Distribution Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Shared Services Agreement and other agreements which were entered into in connection with the spin-off and which govern certain ongoing relationships between the Company, Curbline, and the Operating Partnership, were negotiated between related parties and their terms, including fees and other amounts payable, may not be the same as if they had been negotiated at arm’s length with an unaffiliated third
10
party.
Separation and Distribution Agreement
The Separation and Distribution Agreement contains obligations for the Company to complete certain redevelopment projects at properties that are owned by Curbline Properties. As of March 31, 2026, such redevelopment projects were estimated to cost $
Shared Services Agreement
The fair value of the services provided by the Company to Curbline Properties in excess of the fees and the fair value of the services received by the Company from Curbline Properties is reflected as $
The Shared Services Agreement provides Curbline Properties the right to use the Company’s office space in New York, New York. This arrangement is considered an embedded lease based on the criteria specified in Topic 842. The sublease income received under the Shared Services Agreement of $
Summary
For the periods ended March 31, 2026 and 2025, the Company recorded in Fee and other income on the Company’s consolidated statements of operations a cash fee of $
For the three months ended March 31, 2026, the Company recorded impairment charges aggregating $
The Company is required to assess the fair value of certain impaired consolidated investments. The valuation of impaired real estate assets is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each asset, as well as the income capitalization approach considering prevailing market capitalization rates, analysis of recent comparable sales transactions, actual sales negotiations and bona fide purchase offers received from third parties and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence. In general, the Company considers multiple valuation techniques when measuring fair value of an investment. However, in certain circumstances, a single valuation technique may be appropriate.
These valuations are calculated based on market conditions and assumptions made by management at the time the valuation adjustments and impairments were recorded, which may differ materially from actual results if market conditions or the underlying assumptions change.
The following table presents information about the fair value of real estate that was impaired, and therefore, measured on a fair value basis, along with the related impairment charge for the three months ended March 31, 2026. The table also indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions):
|
|
Fair Value Measurements |
|
|||||||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Total |
|
|||||
March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-lived assets held and used |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
Quantitative Information About Level 3 Fair Value Measurements |
||||||||
|
|
Fair Value at |
|
|
Valuation |
|
|
|
|
|
Description |
|
March 31, 2026 |
|
|
Technique |
|
Unobservable Inputs |
|
Range |
|
Impairment of consolidated assets |
|
$ |
|
|
Indicative Bid |
|
Indicative Bid(A) |
|
N/A |
|
11
The following table provides a reconciliation of net income and the number of common shares used in the computations of “basic” earnings per share (“EPS”), which utilizes the weighted-average number of common shares outstanding without regard to dilutive potential common shares, and “diluted” EPS, which includes all such shares (in thousands, except per share amounts).
|
Three Months |
|
|||||
|
Ended March 31, |
|
|||||
|
2026 |
|
|
2025 |
|
||
Numerators – Basic and Diluted |
|
|
|
|
|
||
Net income |
$ |
|
|
$ |
|
||
Earnings attributable to unvested shares |
|
( |
) |
|
|
( |
) |
Net income after allocation to participating securities |
$ |
|
|
$ |
|
||
Denominators – Number of Shares |
|
|
|
|
|
||
Basic and Diluted—Average shares outstanding |
|
|
|
|
|
||
Earnings Per Share: |
|
|
|
|
|
||
Basic |
$ |
|
|
$ |
|
||
Diluted |
$ |
|
|
$ |
|
||
Basic average shares outstanding do not include Restricted Stock units (“RSUs”) representing
Common Share Dividends
The Company did
12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides readers with a perspective from management on the financial condition, results of operations and liquidity of SITE Centers Corp. and its consolidated subsidiaries (collectively, the “Company” or “SITE Centers”) and other factors that may affect the Company’s future results. The Company believes it is important to read the MD&A in conjunction with its Annual Report on Form 10-K for the year ended December 31, 2025, as well as other publicly available information.
EXECUTIVE SUMMARY
The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”) in the business of owning, leasing, redeveloping and managing shopping centers. As of March 31, 2026, the Company’s portfolio consisted of 16 shopping centers (including 10 shopping centers owned through an unconsolidated joint venture). At March 31, 2026, the Company owned approximately 4.4 million square feet of gross leasable area (“GLA”) through all its shopping center properties (wholly-owned and joint venture). In addition, the Company owns two adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet of GLA, a portion of which currently serves as the Company’s headquarters.
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 |
|
|||||
|
Ended March 31, |
|
|||||
|
2026 |
|
|
2025 |
|
||
Net income |
$ |
938 |
|
|
$ |
3,085 |
|
FFO |
$ |
(1,176 |
) |
|
$ |
16,024 |
|
Operating FFO |
$ |
(1,884 |
) |
|
$ |
8,282 |
|
Earnings per share – Diluted |
$ |
0.02 |
|
|
$ |
0.06 |
|
For the three months ended March 31, 2026, the decrease in Net income, as compared to the prior-year period, primarily was the result of impairment charges and a decrease in rental income as a result of property dispositions, offset by the gain on the sale of joint venture interests, increases on gains on the disposition of real estate and interest income and decreases in interest expense, condemnation revenue and depreciation and amortization.
SITE Centers Strategy
The Company continues to pursue the marketing and sale of its remaining wholly-owned properties and the monetization of its investment in the Dividend Trust Portfolio (“DTP”) joint venture. The timing of asset sales may be impacted by general economic conditions, local conditions in the markets in which our remaining properties are situated and other property-specific considerations. The Company’s ability and timing to monetize the value of its investment in the DTP joint venture may be impacted by the degree of cooperation of the joint venture partner and the limited rights afforded the Company under the joint venture agreement (including the requirement that the Company obtain the joint venture partner’s consent to the sale of individual joint venture properties or to the Company’s sale of its interest in the joint venture). For risks related to the Company’s strategy, see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The Company expects to use proceeds from additional asset sales to pay operating expenses, manage overall liquidity levels, make distributions to shareholders and establish a reserve fund to satisfy projected expenses and known and unknown claims that might arise during the anticipated wind-up of its business. The Company expects to incur significant expenses in connection with the eventual wind-up of its business, including but not limited to the fee applicable to any early termination of the Shared Services Agreement, employee severance costs, discretionary bonuses upon completion of the sales process, costs to terminate office leases, licenses and other operating contracts, professional fees (including fees of accountants and law firms), costs to comply with ongoing reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) (until such time as the Company qualifies for relief therefrom), insurance premiums and potential deductibles (including with respect to a “tail” insurance policy for directors and officers), vendor expenses, costs to resolve and streamline the Company’s subsidiaries and corporate structure and any claims arising under sale agreements for completed dispositions.
The majority of the Company’s wholly-owned retail properties are in various stages of contract negotiations or in the process of being marketed for sale, though no assurances can be given that such efforts will result in additional asset sales.
13
The Company expects that rental income and net income will decrease in future periods as compared to corresponding prior year periods as a result of the significant disposition activity and declining property revenues. However, the Company’s general and administrative expenses will remain elevated prior to the termination of the Shared Services Agreement as a result of the contractual obligations and services owing to Curbline thereunder.
Operational Accomplishments
Operational highlights for the Company through March 31, 2026, include the following:
The comparability of year-over-year operating metrics has been increasingly impacted by the level and composition of the Company’s disposition activities and the reduced size of the Company’s portfolio.
RESULTS OF OPERATIONS
Consolidated shopping center properties owned as of January 1, 2025, are referred to herein as the “Comparable Portfolio Properties.”
Revenues from Operations (in thousands)
|
Three Months |
|
|
|
|
||||||
|
Ended March 31, |
|
|
|
|
||||||
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|||
Rental income(A) |
$ |
9,241 |
|
|
$ |
31,450 |
|
|
$ |
(22,209 |
) |
Fee and other income(B) |
|
3,775 |
|
|
|
11,173 |
|
|
|
(7,398 |
) |
Total revenues |
$ |
13,016 |
|
|
$ |
42,623 |
|
|
$ |
(29,607 |
) |
|
|
Three Months |
|
|
|
|
||||||
|
|
Ended March 31, |
|
|
|
|
||||||
Contractual Lease Payments |
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|||
Base and percentage rental income(1) |
|
$ |
6,802 |
|
|
$ |
22,755 |
|
|
$ |
(15,953 |
) |
Recoveries from tenants(2) |
|
|
2,130 |
|
|
|
8,402 |
|
|
|
(6,272 |
) |
Uncollectible revenue(3) |
|
|
36 |
|
|
|
(108 |
) |
|
|
144 |
|
Lease termination fees, ancillary and other rental income |
|
|
273 |
|
|
|
401 |
|
|
|
(128 |
) |
Total contractual lease payments |
|
$ |
9,241 |
|
|
$ |
31,450 |
|
|
$ |
(22,209 |
) |
14
|
|
Increase (Decrease) |
|
|
Comparable Portfolio Properties |
|
$ |
(0.1 |
) |
Disposition of shopping centers |
|
|
(16.1 |
) |
Straight-line rents |
|
|
0.2 |
|
Total |
|
$ |
(16.0 |
) |
The decrease in Comparable Portfolio Properties is due to lower occupancy, partially offset by an increase in annualized base rent per occupied square foot.
At March 31, 2026 and 2025, the Company owned six and 22 wholly-owned properties as of each balance sheet date that had an aggregate occupancy rate of 80.3% and 89.2% and an average annualized base rent per occupied square foot of $25.02 and $19.95, respectively. The decrease in occupancy rate and increase in average annualized base rent per occupied square foot was due to a combination of transactional activity, the mix of properties sold and overall decreases in occupancy.
Expenses from Operations (in thousands)
|
Three Months |
|
|
|
|
||||||
|
Ended March 31, |
|
|
|
|
||||||
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|||
Operating and maintenance(A) |
$ |
3,293 |
|
|
$ |
7,132 |
|
|
$ |
(3,839 |
) |
Real estate taxes(A) |
|
1,642 |
|
|
|
4,721 |
|
|
|
(3,079 |
) |
Impairment charges(B) |
|
17,450 |
|
|
|
— |
|
|
|
17,450 |
|
General and administrative |
|
8,899 |
|
|
|
9,395 |
|
|
|
(496 |
) |
Depreciation and amortization(A) |
|
5,017 |
|
|
|
13,252 |
|
|
|
(8,235 |
) |
|
$ |
36,301 |
|
|
$ |
34,500 |
|
|
$ |
1,801 |
|
|
|
Operating |
|
|
Real Estate |
|
|
Depreciation |
|
|||
Comparable Portfolio Properties |
|
$ |
(0.1 |
) |
|
$ |
0.1 |
|
|
$ |
(1.0 |
) |
Disposition of shopping centers |
|
|
(3.7 |
) |
|
|
(3.2 |
) |
|
|
(7.2 |
) |
|
|
$ |
(3.8 |
) |
|
$ |
(3.1 |
) |
|
$ |
(8.2 |
) |
15
Other Income and Expenses (in thousands)
|
Three Months |
|
|
|
|
||||||
|
Ended March 31, |
|
|
|
|
||||||
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|||
Interest expense(A) |
$ |
— |
|
|
$ |
(5,462 |
) |
|
$ |
5,462 |
|
Interest income(B) |
|
1,191 |
|
|
|
361 |
|
|
|
830 |
|
Other income (expense), net(C) |
|
(994 |
) |
|
|
(856 |
) |
|
|
(138 |
) |
|
$ |
197 |
|
|
$ |
(5,957 |
) |
|
$ |
6,154 |
|
Other Items (in thousands)
|
Three Months |
|
|
|
|
||||||
|
Ended March 31, |
|
|
|
|
||||||
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|||
Equity in net (loss) income of joint ventures(A) |
$ |
(152 |
) |
|
$ |
39 |
|
|
$ |
(191 |
) |
Gain on sale of joint venture interests(B) |
|
19,989 |
|
|
|
— |
|
|
|
19,989 |
|
Gain on disposition of real estate, net(C) |
|
4,007 |
|
|
|
1,029 |
|
|
|
2,978 |
|
Tax benefit (expense) of taxable REIT subsidiary and state franchise and |
|
182 |
|
|
|
(149 |
) |
|
|
331 |
|
Net Income (in thousands)
|
Three Months |
|
|
|
|
||||||
|
Ended March 31, |
|
|
|
|
||||||
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|||
Net income |
$ |
938 |
|
|
$ |
3,085 |
|
|
$ |
(2,147 |
) |
The decrease in net income in the period ended March 31, 2026, as compared to the prior-year period, primarily was the result of impairment charges and a decrease in rental income as a result of property dispositions, offset by the gain on the sale of joint venture interests, increases on gains on the disposition of real estate and interest income and decreases in interest expense, condemnation revenue and depreciation and amortization.
NON-GAAP FINANCIAL MEASURES
Funds from Operations and Operating Funds from Operations
Definition and Basis of Presentation
The Company believes that Funds from Operations (“FFO”) and Operating FFO, both non-GAAP financial measures, provide additional and useful means to assess the financial performance of REITs. FFO and Operating FFO are frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs. The
16
Company also believes that FFO and Operating FFO more appropriately measure the core operations of the Company.
FFO excludes GAAP historical cost depreciation and amortization of real estate and real estate investments, which assume that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions, and many companies use different depreciable lives and methods. Because FFO excludes depreciation and amortization unique to real estate and gains and losses from property dispositions, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, interest costs and acquisition, disposition and development activities. This provides a perspective of the Company’s financial performance not immediately apparent from net income determined in accordance with GAAP.
FFO is generally defined and calculated by the Company as net income (loss) (computed in accordance with GAAP), adjusted to exclude (i) gains and losses from disposition of real estate property and related investments, which are presented net of taxes, (ii) impairment charges on real estate property and related investments and (iii) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles and equity income (loss) from joint ventures and adding the Company’s proportionate share of FFO from its unconsolidated joint ventures, determined on a consistent basis. The Company’s calculation of FFO is consistent with the definition of FFO provided by the National Association of Real Estate Investment Trusts (“NAREIT”).
The Company believes that certain charges, income and gains recorded in its operating results are not comparable or reflective of its core operating performance. Operating FFO is useful to investors as the Company removes non-comparable charges, income and gains to analyze the results of its operations and assess performance of the core operating real estate portfolio. As a result, the Company also computes Operating FFO and discusses it with the users of its financial statements, in addition to other measures such as net income (loss) determined in accordance with GAAP and FFO. Operating FFO is generally defined and calculated by the Company as FFO excluding certain charges, income and gains/losses that management believes are not comparable and indicative of the results of the Company’s operating real estate portfolio. Such adjustments include condemnation revenue, gains/losses on the early extinguishment of debt, certain transaction fee income, transaction costs and other restructuring type costs, including employee separation costs. The disclosure of these adjustments is regularly requested by users of the Company’s financial statements.
The adjustment for these charges, income and gains may not be comparable to how other REITs or real estate companies calculate their results of operations, and the Company’s calculation of Operating FFO differs from NAREIT’s definition of FFO. Additionally, the Company provides no assurances that these charges, income and gains are non-recurring. These charges, income and gains could be reasonably expected to recur in future results of operations.
These measures of performance are used by the Company for several business purposes and by other REITs. The Company uses FFO and/or Operating FFO in part as a disclosure to improve the understanding of the Company’s operating results among the investing public and as a measure of a real estate asset company’s performance.
For the reasons described above, management believes that FFO and Operating FFO provide the Company and investors with an important indicator of the Company’s operating performance. They provide recognized measures of performance other than GAAP net income, which may include non-cash items (often significant). Other real estate companies may calculate FFO and Operating FFO in a different manner.
Management recognizes the limitations of FFO and Operating FFO when compared to GAAP’s net income. FFO and Operating FFO do not represent amounts available for dividends, capital replacement or expansion 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 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.
Reconciliation Presentation
FFO and Operating FFO were as follows (in thousands):
17
|
Three Months |
|
|
|
|
||||||
|
Ended March 31, |
|
|
|
|
||||||
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|||
FFO |
$ |
(1,176 |
) |
|
$ |
16,024 |
|
|
$ |
(17,200 |
) |
Operating FFO |
|
(1,884 |
) |
|
|
8,282 |
|
|
|
(10,166 |
) |
The decrease in FFO for the period ended March 31, 2026, as compared to the prior-year period, was primarily attributable to the impact of net property dispositions and condemnation revenue recorded in the prior-year period ended March 31, 2025, partially offset by an increase in interest income and a decrease in interest expense. The decrease in Operating FFO generally was due to the impact of net property dispositions partially offset by decreased interest expense and an increase in interest income.
The Company’s reconciliation of net income computed in accordance with GAAP to FFO and Operating FFO is as follows (in thousands). The Company provides no assurances that these charges and gains are non-recurring. These charges and gains could reasonably be expected to recur in future results of operations.
|
|
Three Months |
|
|||||
|
|
Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net income |
|
$ |
938 |
|
|
$ |
3,085 |
|
Depreciation and amortization of real estate investments |
|
|
3,333 |
|
|
|
12,414 |
|
Equity in net loss (income) of joint ventures |
|
|
152 |
|
|
|
(39 |
) |
Joint ventures’ FFO(A) |
|
|
947 |
|
|
|
1,593 |
|
Impairment of real estate |
|
|
17,450 |
|
|
|
— |
|
Gain on sale of joint venture interests |
|
|
(19,989 |
) |
|
|
— |
|
Gain on disposition of real estate, net |
|
|
(4,007 |
) |
|
|
(1,029 |
) |
FFO attributable to common shareholders |
|
|
(1,176 |
) |
|
|
16,024 |
|
Transaction and other |
|
|
(803 |
) |
|
|
122 |
|
Condemnation revenue |
|
|
— |
|
|
|
(8,379 |
) |
Separation and other charges |
|
|
95 |
|
|
|
515 |
|
Non-operating items, net |
|
|
(708 |
) |
|
|
(7,742 |
) |
Operating FFO |
|
$ |
(1,884 |
) |
|
$ |
8,282 |
|
Joint ventures’ FFO and Operating FFO are summarized as follows (in thousands):
|
Three Months |
|
|||||
|
Ended March 31, |
|
|||||
|
2026 |
|
|
2025 |
|
||
Net (loss) income attributable to unconsolidated joint ventures |
$ |
(641 |
) |
|
$ |
299 |
|
Depreciation and amortization of real estate investments |
|
5,145 |
|
|
|
6,044 |
|
Gain on disposition of real estate, net |
|
— |
|
|
|
4 |
|
FFO |
$ |
4,504 |
|
|
$ |
6,347 |
|
FFO at SITE Centers’ ownership interests |
$ |
947 |
|
|
$ |
1,593 |
|
Operating FFO at SITE Centers’ ownership interests |
$ |
947 |
|
|
$ |
1,593 |
|
LIQUIDITY, CAPITAL RESOURCES AND FINANCING ACTIVITIES
The Company requires capital to fund its operating expenses, redevelopment activities and capital expenditures. The Company’s primary capital sources include cash on hand, cash flow from operations and proceeds from ongoing asset sales. The Company does not maintain a revolving credit facility and therefore plans to closely monitor and conservatively manage its liquidity and cash position as it pursues the sale of its remaining properties and monetization of its investment in the DTP joint venture and returns capital to shareholders. The Company expects to maintain sufficient cash reserves with proceeds from asset sales in order to satisfy and discharge expenses projected to be incurred, and any unknown or contingency claims or obligations which might arise, during the subsequent wind-up of its operations. The Company also expects to maintain an elevated cash balance pending resolution of the DTP
18
joint venture in order to maximize the Company’s alternatives for monetizing its joint venture investment, including through the possible exercise of the joint venture’s buy/sell provision.
At March 31, 2026, the Company had an unrestricted cash balance of $193.5 million. As of March 31, 2026, the Company anticipates that it has approximately $15.4 million to be incurred to complete redevelopment projects at properties owned by Curbline pursuant to the terms of the Separation and Distribution Agreement.
The Company had no consolidated indebtedness outstanding at March 31, 2026. As of March 31, 2026, the Company’s unconsolidated joint ventures had $380.6 million of indebtedness ($76.1 million at SITE Centers’ share).
The Company believes it has sufficient liquidity to operate its business at this time.
Unconsolidated Joint Ventures’ Mortgage Indebtedness – As of March 31, 2026
No assurance can be provided that outstanding indebtedness of the Company’s remaining joint venture will be refinanced or repaid as currently anticipated. Any future deterioration in property-level revenues may cause the joint venture to be unable to refinance maturing obligations or satisfy applicable covenants, financial tests or debt service requirements or loan maturity extension conditions in the future, thereby allowing the mortgage lender to assume control of property cash flows, limit distributions of cash to joint venture members, declare a default, increase the interest rate or accelerate the loan’s maturity. In addition, rising interest rates or challenged transaction markets may adversely impact the ability of the Company’s remaining joint venture to sell assets at attractive prices in order to repay indebtedness.
Cash Flow Activity
The Company’s cash flow activities are summarized as follows (in thousands):
|
Three Months |
|
|||||
|
Ended March 31, |
|
|||||
|
2026 |
|
|
2025 |
|
||
Cash flow (used for) provided by operating activities |
$ |
(4,307 |
) |
|
$ |
5,723 |
|
Cash flow provided by (used for) investing activities |
|
79,602 |
|
|
|
(3,250 |
) |
Cash flow used for financing activities |
|
(35 |
) |
|
|
(518 |
) |
Changes in cash flow for the period ended March 31, 2026, compared to the prior comparable period are as follows:
Operating Activities: Cash provided by operating activities decreased by $10.0 million primarily due to lower operating income as a result of disposition activity partially offset by increase in interest income and a decrease in interest expense.
Investing Activities: Cash from investing activities increased by $82.9 million primarily due to increased proceeds from disposition of real estate of $61.8 million and increased proceeds from the disposition of unconsolidated joint venture interests of $20.7 million.
Financing Activities: Cash used for financing activities decreased by $0.5 million primarily due to the scheduled principal payments made on the Company’s mortgage debt during the period ended March 31, 2025.
Dividend Distribution
No dividends were declared or paid on the Company’s common shares during the three months ended March 31, 2026 and 2025.
The decision to declare and pay future dividends on the Company’s common shares, as well as the timing, amount and composition of any such future dividends, will be at the discretion of the Company’s Board of Directors. The Company does not currently expect to make regular quarterly dividend payments in the future. The Company expects that the frequency and timing of future dividends will be influenced by operations, sales of its remaining assets and the resolution of the DTP joint venture, though the Company plans to closely monitor and conservatively manage its cash position in order to maintain sufficient cash reserves to satisfy and discharge expenses projected to be incurred, and any unknown or contingency claims or obligations which might arise, during the subsequent wind-up of its operations. The Company also expects to maintain an elevated cash balance pending resolution of the DTP joint venture in order to maximize the Company’s alternatives for monetizing its joint venture investment, including through the possible exercise of the joint venture’s buy/sell provision.
The Company currently operates in a manner that allows it to qualify as a REIT and generally not be subject to U.S. federal income tax. U.S. federal income tax law generally requires that a REIT distribute annually to holders of its capital stock at least 90%
19
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 may elect to surrender its REIT status in connection with the sale of its remaining assets and the anticipated wind-up of its operations in the event the Company determines that the anticipated benefits to the Company and its shareholders of maintaining REIT qualification do not exceed the related compliance costs or if the nature of the Company’s remaining operations makes compliance with REIT requirements impracticable.
SITE Centers’ Equity
In 2022, the Company’s Board of Directors authorized a common share repurchase program. Under the terms of the program, the Company is authorized to repurchase up to a maximum value of $100 million of its common shares. As of March 31, 2026, the Company had repurchased an aggregate of 0.5 million of its common shares under this program at an aggregate cost of $26.6 million.
SOURCES AND USES OF CAPITAL
The Company remains committed to maintaining sufficient liquidity in order to fund its operating expenses, capital expenditures and expenses and liabilities to be incurred during the wind-up of its operations. The Company’s primary capital sources include cash on hand, cash flow from operations and proceeds from sales of its remaining wholly-owned properties and monetization of its investment in the DTP joint venture. The Company does not maintain a revolving credit facility and therefore plans to closely monitor and conservatively manage its cash position and expects to maintain an elevated cash balance pending resolution of the DTP joint venture in order to maximize the Company’s alternatives for monetizing its joint venture investment, including through the possible exercise of the joint venture’s buy/sell provision.
Future Sales of Wholly-Owned Properties
The Company continues to pursue the marketing and sale of its remaining wholly-owned properties. The timing of asset sales may be impacted by general economic conditions, local conditions in the markets in which our remaining properties are situated and other property-specific considerations. The majority of the Company’s wholly-owned retail properties are in various stages of contract negotiation or in the process of being marketed for sale, though no assurances can be given that such efforts will result in additional asset sales.
DTP Joint Venture
The Company owns a 20% interest in, and acts as the general partner of, the DTP joint venture, a joint venture with certain Chinese institutional investors which owns ten shopping centers located in the United States aggregating approximately 3.4 million square feet of GLA. As of March 31, 2026, the joint venture’s properties were encumbered by a mortgage loan in the aggregate principal amount of approximately $380.6 million which matures on January 11, 2029. The terms of the joint venture agreement contain restrictions on when and how the Company can monetize the value of its interests in the joint venture and generally requires the partner’s consent in order for the Company to sell its interest in the joint venture or the underlying properties owned by the joint venture. The Company is in discussions with its joint venture partner regarding options to resolve the joint venture and continues to maintain an elevated cash balance in order to maximize the Company’s alternatives for monetizing its joint venture investment, including through the possible exercise of the joint venture’s buy-sell provision.
2026 Transactions Activity
Dispositions
From January 1, 2026 through May 4, 2026, the Company sold the following wholly-owned shopping centers (in thousands):
Date Sold |
|
Property Name |
|
City, State |
|
Total Owned GLA |
|
|
Gross |
|
||
February 2026 |
|
FlatAcres MarketCenter |
|
Parker, Colorado |
|
|
136 |
|
|
$ |
24,400 |
|
March 2026 |
|
3030 North Broadway |
|
Chicago, Illinois |
|
|
132 |
|
|
|
50,100 |
|
May 2026 |
|
Meadowmont Crossing |
|
Chapel Hill, North Carolina |
|
|
92 |
|
|
|
11,100 |
|
|
|
|
|
|
|
|
360 |
|
|
$ |
85,600 |
|
Redevelopment Projects
At March 31, 2026, the estimated cost to complete redevelopment projects at properties owned by Curbline pursuant to the terms of the Separation and Distribution Agreement was approximately $15.4 million.
20
CAPITALIZATION
At March 31, 2026, the Company’s capitalization consisted of $283.4 million of market equity (calculated as the number of common shares outstanding multiplied by $5.40, the closing price of the Company’s common shares on the New York Stock Exchange (the “NYSE”) at March 31, 2026).
We expect that the NYSE would commence the de-listing of the Company’s common shares from the exchange if (i) the average closing price of the Company’s common shares were to fall below $1.00 per share over a 30-consecutive-day trading period, (ii) the Company’s average market capitalization were to fall below $15 million over a 30‑consecutive-day trading period or (iii) the Company were to lose or terminate its REIT qualification (unless the resulting entity qualifies for an original listing as a corporation). The NYSE also has certain discretionary authority to de-list the Company’s common shares on an involuntary basis. The Company expects to voluntarily de-list its common shares from the NYSE as future distributions cause its stock price to approach levels that would trigger involuntary de-listing. If the Company’s common shares are de-listed, shareholders may have difficulty trading their common shares on the secondary market. De-listing would also eliminate the requirement that the Company’s Board of Directors be composed of a majority of independent directors.
In connection with the spin-off of Curbline, the Company used proceeds from the cross-collateralized mortgage facility together with proceeds from asset sales to repay all of the Company’s outstanding unsecured indebtedness and therefore no longer maintains a revolving line of credit or an investment grade rating. The Company may not be able to obtain financing on favorable terms, or at all, and therefore conservatively manages its cash balances and proceeds from asset sales in order to maintain the capital needed to fund its operations.
CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS
In conjunction with the redevelopment and re-tenanting of various shopping centers, the Company had entered into commitments with general contractors aggregating approximately $0.1 million for its properties (excluding Curbline redevelopment noted below) as of March 31, 2026. These obligations, composed principally of construction contracts, are generally due within 12 to 24 months, as the related construction costs are incurred, and are expected to be financed through cash on hand, operating cash flows or asset sales. These contracts typically can be changed or terminated without penalty.
Additionally, the Separation and Distribution Agreement contains obligations to complete certain redevelopment projects at properties that are owned by Curbline. As of March 31, 2026, such redevelopment projects were estimated to cost $15.4 million to complete.
The Company routinely enters into contracts for the maintenance of its properties. These contracts typically can be canceled upon 30 to 60 days’ notice without penalty. At March 31, 2026, the Company had purchase order obligations, typically payable within one year, aggregating approximately $0.3 million related to the maintenance of its properties and general and administrative expenses.
ECONOMIC CONDITIONS
The Company continues to witness retailer demand for space at shopping centers located in communities exhibiting favorable demographics, population growth and limited new construction of competing retail properties, though leasing conditions at certain of the Company’s remaining wholly-owned properties are challenged by local conditions, existing vacancy and other property-specific complexities.
The Company generally benefits from a diversified tenant base, where only four tenants’ annualized base rent equals or exceeds 3% of the Company’s annualized base rent plus the Company’s proportionate share of unconsolidated joint venture annualized base rent. Other significant national tenants generally have relatively strong financial positions, have outperformed other retail categories over time and the Company believes remain well-capitalized. Historically, these national tenants have provided a stable revenue base, and the Company believes that they will continue to provide a stable revenue base going forward, given the long-term nature of these leases. The majority of the tenants in the Company’s shopping centers provide day-to-day consumer necessities with a focus on value and convenience, versus discretionary items, which the Company believes will enable many of its tenants to outperform under a variety of economic conditions. The Company has relatively little reliance on overage or percentage rents generated by tenant sales performance.
The threat of increasing inflation, changing interest rates, political tensions, uncertainty over tariff policy, concerns over consumer confidence and the volatility of global capital markets pose risks to the U.S. economy, retail sales, and the Company’s tenants. In addition to these macroeconomic challenges, the retail sector has been affected by changing consumer behaviors, including the competitive nature of the retail business and the competition for the share of the consumer wallet. The Company routinely monitors the credit profiles of its tenants and analyzes the possible impact of any potential tenant credit issues on the financial statements of the Company and its unconsolidated joint ventures. In some cases, changing conditions have resulted in weaker retailers
21
and retail categories losing market share and declaring bankruptcy and/or closing stores. However, other retailers, specifically those in the value and convenience category, continue to launch new concepts and expand their store fleets in communities with attractive demographics. As a result, the Company believes that its prospects (and the prospects of purchasers of its properties) to backfill spaces vacated by non-renewing or bankrupt tenants are generally good, though such re-tenanting efforts would likely require additional capital expenditures and the opportunities to lease any vacant theater spaces may be more limited. However, there can be no assurance that existing or additional vacancies in the Company’s portfolio will not adversely affect the Company’s operating results or the valuation of its properties (see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025).
FORWARD-LOOKING STATEMENTS
MD&A should be read in conjunction with the Company’s consolidated financial statements and the notes thereto appearing elsewhere in this report. Historical results and percentage relationships set forth in the Company’s consolidated financial statements, including trends that might appear, should not be taken as indicative of future operations. The Company considers portions of this information to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act, both as amended, with respect to the Company’s expectations for future periods. Forward-looking statements include, without limitation, statements relating to future capital expenditures, financing sources, dispositions, the resolution of joint ventures, distributions to shareholders, and the Company’s wind-up strategy and costs and expenses relating thereto. Although the Company believes that the expectations reflected in these forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not statements of historical fact should be deemed to be forward-looking statements. Without limiting the foregoing, the words “will,” “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates” and similar expressions are intended to identify forward-looking statements. Readers should exercise caution in interpreting and relying on forward-looking statements because such statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and that could cause actual results to differ materially from those expressed or implied in the forward-looking statements and that could materially affect the Company’s actual results, performance or achievements. For additional factors that could cause the results of the Company to differ materially from those indicated in the forward-looking statements, see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following:
22
23
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company’s primary market risk exposure is interest rate risk through its unconsolidated joint ventures. At March 31, 2026 and December 31, 2025, the Company had no outstanding consolidated debt. The Company’s unconsolidated joint ventures’ indebtedness at its carrying value is summarized as follows:
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||||||||||||||||||||||||||
|
Joint |
|
|
Company's |
|
|
Weighted- |
|
|
Weighted- |
|
|
Joint |
|
|
Company's |
|
|
Weighted- |
|
|
Weighted- |
|
||||||||
Fixed-Rate Debt |
$ |
370.2 |
|
|
$ |
74.0 |
|
|
|
2.8 |
|
|
|
6.4 |
% |
|
$ |
369.3 |
|
|
$ |
73.9 |
|
|
|
3.0 |
|
|
|
6.4 |
% |
Variable-Rate Debt |
$ |
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
59.9 |
|
|
$ |
29.8 |
|
|
|
0.9 |
|
|
|
5.0 |
% |
An estimate of the effect of a 100 basis-point increase at March 31, 2026 and December 31, 2025, is summarized as follows (in millions):
|
March 31, 2026 |
|
|
|
December 31, 2025 |
|
|
||||||||||||||||||
|
Carrying |
|
|
Fair |
|
|
100 Basis-Point |
|
|
|
Carrying |
|
|
Fair |
|
|
100 Basis-Point |
|
|
||||||
Company’s proportionate share |
$ |
74.0 |
|
|
$ |
75.2 |
|
|
$ |
73.4 |
|
|
|
$ |
73.9 |
|
|
$ |
75.7 |
|
|
$ |
73.7 |
|
|
The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. As of March 31, 2026, the Company had no other material exposure to market risk.
Item 4. CONTROLS AND PROCEDURES
The Company’s management, with the participation of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation, pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b), of the effectiveness of our disclosure controls and procedures. Based on their evaluation as required, the CEO and CFO have concluded that the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and were effective as of the end of such period to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
During the three months ended March 31, 2026, 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.
24
PART II
OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company and its subsidiaries are subject to various legal proceedings, which, taken together, are not expected to have a material adverse effect on the Company. The Company is also subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by insurance. While the resolution of all matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations.
Item 1A. RISK FACTORS
None.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ISSUER PURCHASES OF EQUITY SECURITIES
|
(a) |
|
|
(b) |
|
|
(c) |
|
|
(d) |
|
||||
|
Total |
|
|
Average |
|
|
Total Number |
|
|
Maximum Number |
|
||||
January 1–31, 2026 |
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
February 1–28, 2026 |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
March 1–31, 2026 |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
73.4 |
|
On December 20, 2022, the Company announced that its Board of Directors authorized a common share repurchase program. Under the terms of the program, the Company is authorized to repurchase up to a maximum value of $100 million of its common shares. As of March 31, 2026, the Company had repurchased 0.5 million of its common shares under this program in open market purchases in the aggregate at a cost of $26.6 million.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
25
Item 6. EXHIBITS
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 March 31, 2026 has been formatted in Inline XBRL and included in Exhibit 101. |
Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, (ii) Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2026 and 2025, (iii) Consolidated Statements of Equity for the Three Months Ended March 31, 2026 and 2025, (iv) Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 and (v) Notes to Condensed Consolidated Financial Statements.
26
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.
|
|
SITE CENTERS CORP. |
||||
|
|
|
|
|||
|
|
By: |
|
/s/ Jeffrey A. Scott |
||
|
|
|
|
Name: |
|
Jeffrey A. Scott |
|
|
|
|
Title: |
|
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) |
Date: May 7, 2026 |
|
|
|
|
|
|
27