SITE Centers (SITC) 8-K SITE Centers Announces Completion of Spin-Off of Curbline Properties

Exhibit 99.2

SITE Centers Corp.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 and December 31, 2023, 2022 and 2021

On October 1, 2024, SITE Centers Corp. (“SITE Centers” or the “Company”) entered into a Separation and Distribution Agreement with Curbline Properties Corp. (“Curbline”) and Curbline Properties LP (the “Operating Partnership”), pursuant to which the Company transferred a portfolio of convenience retail properties and certain other assets, liabilities and obligations to Curbline and effected a pro rata special distribution (the “Distribution”) of all of the outstanding shares of Curbline common stock to the common shareholders of SITE Centers as of September 23, 2024, the record date for the Distribution (the “Spin-off”). In connection with the Spin-off, on October 1, 2024, the Company also entered into a Shared Services Agreement with Curbline and the Operating Partnership. As a result of the Spin-off, Curbline is now an independent public company and its common stock is listed under the symbol “CURB” on the New York Stock Exchange.

The unaudited pro forma condensed consolidated statements of operations included herein for the six months ended June 30, 2024 and year ended December 31, 2023 represent the results of the Company and give effect to the Spin-off as discontinued operations and other transactions described below as if they all occurred on January 1, 2023. In addition, pro forma condensed consolidated statements of operations for the years ended December 31, 2022 and 2021 are included to reflect the impact of discontinued operations resulting from the Spin-off. The pro forma condensed consolidated balance sheet assumes the Spin-off and other transactions described below all occurred on June 30, 2024.

The unaudited pro forma adjustments include the following:

• consummation of the Spin-off on October 1, 2024;

• performance of the Shared Services Agreement;

• transfer of $800.0 million of cash from SITE Centers to Curbline upon consummation of the separation pursuant to the terms of the Separation and Distribution Agreement;

• establishment of a payable to Curbline for construction costs pursuant to the terms of the Separation and Distribution Agreement.

The unaudited pro forma condensed consolidated financial statements of the Company are not necessarily indicative of what the Company’s financial condition or results of operations would have been for the periods presented, nor are they representative of the future financial condition or results of operations of the Company. The unaudited pro forma condensed consolidated financial statements of the Company should be read in conjunction with the historical financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and Quarterly Report on Form 10-Q for the six months ended June 30, 2024 and Curbline Predecessor’s combined financial statements and the notes thereto as of and for the year ended December 31, 2023 and as of and for the six months ended June 30, 2024 included in its Information Statement filed as an exhibit to Curbline’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on September 3, 2024.

SITE Centers Corp.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

June 30, 2024

($ in thousands)

	Company Historical (A)			Transaction Accounting Adjustments (B)			Other Transaction Adjustments				Pro Forma
Assets
Land	$	766,741		$	(341,666	)					$	425,075
Buildings		2,709,676			(667,281	)						2,042,395
Fixtures and tenant improvements		460,678			(66,120	)						394,558
		3,937,095			(1,075,067	)		—				2,862,028
Less: Accumulated depreciation		(1,322,286	)		149,380							(1,172,906	)
		2,614,809			(925,687	)		—				1,689,122
Construction in progress and land		34,304			(12,852	)						21,452
Total real estate assets, net		2,649,113			(938,539	)		—				1,710,574
Investments in and advances to joint ventures, net		32,576										32,576
Cash and cash equivalents		1,181,292			(1,526	)	$	(800,000	)	(C)		379,766
Restricted cash		4,286										4,286
Accounts receivable		48,165			(11,535	)						36,630
Other assets, net		130,133			(53,058	)						77,075
	$	4,045,565		$	(1,004,658	)	$	(800,000	)		$	2,240,907
Liabilities and Equity												—
Unsecured indebtedness
Senior notes, net	$	1,216,029									$	1,216,029
Term loan, net		199,023										199,023
Revolving credit facility		—										—
		1,415,052			—			—				1,415,052
Mortgage indebtedness, net		98,579										98,579
Total indebtedness		1,513,631			—			—				1,513,631
Accounts payable and other liabilities		167,665			(39,138	)		34,400		(D)		162,927
Dividends payable		30,170										30,170
Total liabilities		1,711,466			(39,138	)		34,400				1,706,728
Commitments and contingencies
Total SITE Centers shareholders’ equity		2,334,099			(965,520	)		(834,400	)	(C,D)		534,179
Total equity		2,334,099			(965,520	)		(834,400	)			534,179
	$	4,045,565		$	(1,004,658	)	$	(800,000	)		$	2,240,907

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

Transaction Accounting Adjustments:

(A) Reflects the unaudited historical condensed consolidated balance sheet of the Company as of June 30, 2024.

(B) Reflects the historical unaudited combined balance sheet of Curbline as of June 30, 2024.

(C) Reflects the transfer of unrestricted cash of $800.0 million and corresponding equity contribution to Curbline upon consummation of the Spin-off pursuant to the terms of the Separation and Distribution Agreement.

(D) Reflects SITE Centers’ payable to Curbline for future funding commitments included in the Separation and Distribution Agreement for all costs and expenses in connection with redevelopment projects at Curbline properties located in Boca Raton, Florida, Miami, Florida and Freehold, New Jersey estimated at approximately $34.4 million as of June 30, 2024.

SITE Centers Corp.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the six months ended June 30, 2024

($ in thousands, except per share amounts)

	Company Historical (A)			Transaction Accounting Adjustments (B)				Other Transaction Adjustments				Pro Forma
Revenues from operations:
Rental income	$	233,072		$	(55,810	)						$	177,262
Fee and other income		4,690			(385	)			1,080		(C)		5,385
		237,762			(56,195	)			1,080				182,647
Rental operation expenses:
Operating and maintenance		39,795			(5,991	)							33,804
Real estate taxes		32,886			(5,996	)							26,890
Impairment charges		66,600			—								66,600
General and administrative		23,785			(3,725	)	(D)						20,060
Depreciation and amortization		83,589			(18,611	)							64,978
		246,655			(34,323	)			—				212,332
Other income (expense):
Interest expense		(37,339	)		416								(36,923	)
Interest income		15,844			—								15,844
Gain on debt retirement		1,037			—								1,037
Loss on equity derivative instruments		(5,166	)		—								(5,166	)
Other income (expense), net		(18,034	)		7,245								(10,789	)
		(43,658	)		7,661				—				(35,997	)
(Loss) income before earnings from equity method investments and other items		(52,551	)		(14,211	)			1,080				(65,682	)
Equity in net income of joint ventures		78											78
Gain on sale and change in control of interests		2,669											2,669
Gain on disposition of real estate, net		265,030											265,030
Income before tax expense		215,226			(14,211	)			1,080				202,095
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(533	)										(533	)
Net income from continuing operations attributable to SITE Centers	$	214,693		$	(14,211	)		$	1,080			$	201,562
Preferred dividends		(5,578	)										(5,578	)
Net income from continuing operations attributable to common shareholders	$	209,115		$	(14,211	)		$	1,080			$	195,984
Net income from continuing operations attributable to SITE per share of Common Stock (dollars)
Basic	$	3.99										$	3.74		(E)
Diluted	$	3.98										$	3.74		(E)
Weighted average common shares outstanding
Basic		52,371											52,371
Diluted		52,563							(185	)	(F)		52,378

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

SITE Centers Corp.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the year ended December 31, 2023

($ in thousands, except per share amounts)

	Company Historical (A)			Transaction Accounting Adjustments (B)				Other Transaction Adjustments				Pro Forma
Revenues from operations:
Rental income	$	537,066		$	(93,004	)						$	444,062
Fee and other income		9,209			(656	)		$	1,812		(C)		10,365
		546,275			(93,660	)			1,812				454,427
Rental operation expenses:
Operating and maintenance		88,959			(10,653	)							78,306
Real estate taxes		76,762			(11,261	)							65,501
General and administrative		50,867			(5,215	)	(D)						45,652
Depreciation and amortization		212,460			(31,993	)							180,467
		429,048			(59,122	)			—				369,926
Other income (expense):
Interest expense		(82,002	)		1,520								(80,482	)
Other income (expense), net		3,189			2,376								5,565
		(78,813	)		3,896				—				(74,917	)
Income before earnings from equity method investments and other items		38,414			(30,642	)			1,812				9,584
Equity in net income of joint ventures		6,577			—								6,577
Gain on sale and change in control of interests		3,749			—								3,749
Gain on disposition of real estate, net		219,026			(371	)							218,655
Income before tax expense		267,766			(31,013	)			1,812				238,565
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(2,045	)		—								(2,045	)
Net income from continuing operations	$	265,721		$	(31,013	)		$	1,812			$	236,520
Income attributable to non-controlling interests, net		(18	)		—								(18	)
Net income from continuing operations attributable to SITE Centers	$	265,703		$	(31,013	)		$	1,812			$	236,502
Preferred dividends		(11,156	)		—								(11,156	)
Net income from continuing operations attributable to common shareholders	$	254,547		$	(31,013	)		$	1,812			$	225,346
Net income from continuing operations attributable to SITE per share of Common Stock (dollars)
Basic	$	4.85										$	4.30		(E)
Diluted	$	4.85										$	4.30		(E)
Weighted average common shares outstanding
Basic		52,365											52,365
Diluted		52,405							(40	)	(F)		52,365

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

SITE Centers Corp.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the year ended December 31, 2022

($ in thousands, except per share amounts)

	Company Historical (A)			Transaction Accounting Adjustments (B)				Pro Forma
Revenues from operations:
Rental income	$	537,106		$	(72,855	)		$	464,251
Fee and other income		15,247			(281	)			14,966
		552,353			(73,136	)			479,217
Rental operation expenses:
Operating and maintenance		89,278			(7,385	)			81,893
Real estate taxes		80,706			(7,990	)			72,716
Impairment charges		2,536			—				2,536
General and administrative		46,564			(3,775	)	(D)		42,789
Depreciation and amortization		203,546			(26,627	)			176,919
		422,630			(45,777	)			376,853
Other income (expense):
Interest expense		(77,692	)		1,619				(76,073	)
Other income (expense), net		(2,540	)		10				(2,530	)
		(80,232	)		1,629				(78,603	)
Income before earnings from equity method investments and other items		49,491			(25,730	)			23,761
Equity in net income of joint ventures		27,892			—				27,892
Gain on sale and change in control of interests		45,581			—				45,581
Gain on disposition of real estate, net		46,644			—				46,644
Income before tax expense		169,608			(25,730	)			143,878
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(816	)		—				(816	)
Net income from continuing operations	$	168,792		$	(25,730	)		$	143,062
Income attributable to non-controlling interests, net		(73	)		—				(73	)
Net income from continuing operations attributable to SITE Centers	$	168,719		$	(25,730	)		$	142,989
Preferred dividends		(11,156	)		—				(11,156	)
Net income from continuing operations attributable to common shareholders	$	157,563		$	(25,730	)		$	131,833
Net income from continuing operations attributable to SITE per share of Common Stock (dollars)
Basic	$	2.95						$	2.48		(E)
Diluted	$	2.94						$	2.47		(E)
Weighted average common shares outstanding
Basic		53,250							53,250
Diluted		53,471							53,471

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

SITE Centers Corp.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the year ended December 31, 2021

($ in thousands, except per share amounts)

	Company Historical (A)			Transaction Accounting Adjustments (B)				Pro Forma
Revenues from operations:
Rental income	$	490,799		$	(52,194	)		$	438,605
Fee and other income		42,065			(123	)			41,942
		532,864			(52,317	)			480,547
Rental operation expenses:
Operating and maintenance		76,716			(4,671	)			72,045
Real estate taxes		76,071			(6,105	)			69,966
Impairment charges		7,270			—				7,270
General and administrative		55,052			(3,299	)	(D)		51,753
Depreciation and amortization		185,768			(15,004	)			170,764
		400,877			(29,079	)			371,798
Other income (expense):
Interest expense		(76,383	)		2,146				(74,237	)
Other income (expense), net		(1,185	)		7				(1,178	)
		(77,568	)		2,153				(75,415	)
Income before earnings from equity method investments and other items		54,419			(21,085	)			33,334
Equity in net income of joint ventures		47,297			—				47,297
Gain on sale and change in control of interests		19,185			—				19,185
Gain on disposition of real estate, net		6,065			—				6,065
Income before tax expense		126,966			(21,085	)			105,881
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(1,550	)		—				(1,550	)
Net income from continuing operations	$	125,416		$	(21,085	)		$	104,331
Income attributable to non-controlling interests, net		(481	)		427				(54	)
Net income from continuing operations attributable to SITE Centers	$	124,935		$	(20,658	)		$	104,277
Write-off of preferred share original issuance costs		(5,156	)		—				(5,156	)
Preferred dividends		(13,656	)		—				(13,656	)
Net income from continuing operations attributable to common shareholders	$	106,123		$	(20,658	)		$	85,465
Net income from continuing operations attributable to SITE per share of Common Stock (dollars)
Basic	$	2.04						$	1.64		(E)
Diluted	$	2.03						$	1.63		(E)
Weighted average common shares outstanding
Basic		52,001							52,001
Diluted		52,286							52,286

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

SITE Centers Corp.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the six months ended June 30, 2024 and for the years ended December 31, 2023, 2022 and 2021 (continued)

($ in thousands)

Transaction Accounting Adjustments:

(A) Reflects the unaudited condensed consolidated statements of operations of the Company for the six months ended June 30, 2024 and the years ended December 31, 2023, 2022 and 2021.

(B) Reflects the removal of revenues and expenses for the six months ended June 30, 2024 and the years ended December 31, 2023, 2022 and 2021 attributable to Curbline from the historical results presented.

(C) Reflects an adjustment to include the fees for services under the Shared Services Agreement for the six months ended June 30, 2024 and the year ended December 31, 2023. The fee is calculated based on 2.0% of Curbline’s Gross Revenue (as defined in the Shared Services Agreement).

(D) The allocation of general and administrative expenses to Curbline for the periods presented approximates the contractually supportable general and administrative expenses expected to be incurred by Curbline relating to employee salaries for former Company employees whose employment transferred to Curbline in connection with the Spin-off plus amounts that Curbline will pay to SITE Centers under the Shared Services Agreement.

(E) Pro forma income per common share is based upon the historical basic and diluted weighted-average number of common shares outstanding during the six months ended June 30, 2024 and the years ended December 31, 2023, 2022 and 2021. Effective as of the opening of trading on August 19, 2024, the Company effected a 1-for-4 reverse stock split of its issued and outstanding common shares, which is reflected in these proforma adjustments.

(F) Reflects the removal of performance-based restricted share units issued to former Company employees whose employment transferred to Curbline in connection with the Spin-off that were considered in the computation of diluted earnings per share for the six months ended June 30, 2024 and the years ended December 31, 2023.