Curbline Properties (CURB) risk factors, FY2024 10-K

Risks Related to the Company’s Business, Properties and Strategies

1. 01The Company was recently organized and is employing a business model with a limited track record, and it may not be able to operate its business successfully or execute its business plan
2. 02The economic performance and value of the Company’s convenience properties depend on many factors, including the economic climate and local conditions, each of which could have an adverse impact on the Company’s results of operations and cash flows
3. 03the expense of renovating, repairing and re-letting spaces
4. 04The Company’s dependence on rental income may adversely affect the Company’s results of operations in the event of significant occupancy loss
5. 05Inflation could adversely impact the Company’s real estate operations due to increases in construction costs or operating expenses in excess of rental income
6. 06The Company’s expenses may remain constant or increase even if income from the Company’s properties decreases
7. 07The Company’s acquisition activities may not produce the cash flows that it expects and may be limited by competitive pressures or other factors
8. 08the Company may be unable to successfully integrate new properties into its existing operations
9. 09The Company may be unable to manage its growth effectively and be unable to capture the efficiencies of scale that it expects from expansion
10. 10The Company may not be able to obtain additional capital to make investments or finance its operations
11. 11Real estate investments are illiquid; therefore, the Company may not be able to dispose of properties when desired or on favorable terms
12. 12The Company’s real estate investments may contain environmental risks that could adversely affect its results of operations
13. 13Changes in consumer trends, distribution channels and suburban populations may negatively affect revenues
14. 14Expectations relating to sustainability considerations expose the Company to potential liabilities, increased costs, reputational harm and other adverse effects on the Company’s business
15. 15The Company may be adversely impacted by laws, regulations or other issues related to climate change
16. 16The potential increase in the frequency and intensity of natural disasters, extreme weather-related events and climate change in the future may limit the types of coverage and the coverage limits the Company is able to obtain on commercially reasonable terms
17. 17Crime or civil unrest may affect the markets in which the Company operates its business and its profitability
18. 18The Company’s real estate assets may be subject to impairment charges
19. 19A disruption, failure or breach of the networks or systems on which the Company relies, including as a result of cyber-attacks, could harm its business

Risks Related to the Company’s Relationship with SITE Centers

1. 20The Company may have conflicts of interest with SITE Centers
2. 21The agreements with SITE Centers were not negotiated at an arm’s-length basis and may not be on the same terms as if they had been negotiated with an unaffiliated third party
3. 22It is possible that the Company may not obtain a fair market value tax basis in the Company’s assets as a result of the distribution
4. 23The Company may not achieve some or all of the expected benefits of the separation from SITE Centers, and the separation may have a material adverse effect on the Company’s business, financial condition and results of operations

Risks Related to the Company’s Taxation as a REIT

1. 24If the Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal income tax as a regular corporation and could have significant tax liability, which may have a significant adverse consequence to the value of the Company’s stock
2. 25If certain subsidiaries fail to qualify as partnerships or disregarded entities for U.S. federal income tax purposes, the Company may not qualify as a REIT
3. 26Compliance with REIT requirements may negatively affect the Company’s operating decisions
4. 27Dividends paid by REITs generally do not qualify for reduced tax rates
5. 28Certain foreign stockholders may be subject to U.S. federal income tax on gain recognized on a disposition of the Company’s common stock if the Company does not qualify as a “domestically controlled” REIT
6. 29Legislative or other actions affecting REITs could have a negative effect on the Company or its stockholders
7. 30If SITE Centers fails to qualify as a REIT for 2024, the Company may not be eligible to elect to be taxed as a REIT

Risks Related to Company’s Ownership of Interests in the Operating Partnership

1. 31Certain Operating Partnership assets may have book-tax differences, which may cause the Company to recognize taxable income in excess of cash proceeds and affect the Company’s ability to comply with REIT distribution requirements
2. 32The Company will be liable for any under-withholdings with respect to any non-U.S. limited partner’s share of Operating Partnership income
3. 33The Operating Partnership and any subsidiary partnerships may be subject to a U.S. federal income tax audit and the Company may be required to bear the economic cost of its attributable share of taxes

Risks Related to the Company’s Organization, Structure and Ownership

1. 34Provisions of the Company’s Charter and Bylaws could have the effect of delaying, deferring or preventing a change in control, even if that change may be considered beneficial by some of the Company’s stockholders
2. 35requiring advance notice of stockholder proposals for business to be conducted at meetings of the Company’s stockholders and for nominations of candidates for election to the Curbline Board
3. 36The Company’s authorized but unissued common and preferred stock may prevent a change in the Company’s control
4. 37The Company has significant stockholders who may exert influence on the Company as a result of their considerable beneficial ownership of the Company’s common stock, and their interests may differ from the interests of other stockholders
5. 38The Company’s Board of Directors may change significant corporate policies without stockholder approval
6. 39Maryland law may limit the ability of a third party to acquire control of the Company
7. 40Conflicts of interest may exist or could arise in the future with the Operating Partnership and its limited partners, which may impede business decisions that could benefit stockholders
8. 41Curbline Properties Corp. is a holding company with no direct operations and expects to rely on distributions received from the Operating Partnership to make distributions to stockholders

Risks Related to the Company’s Common Stock

1. 42Changes in market conditions could adversely affect the market price of the Company’s publicly traded securities
2. 43general market and economic conditions, including the current state of the credit and capital markets and the market for sales and investments in properties similar to those owned by the Company
3. 44The Company has not established a minimum distribution payment level, and it cannot assure you of its ability to make distributions in the future
4. 45Shares eligible for future sale may have adverse effects on the Company’s stock price
5. 46Offerings of debt or equity securities, which would rank senior to the Company’s common stock, may adversely affect the market price for the Company’s common stock
6. 47The Company is an “emerging growth company,” and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies make its securities less attractive to investors
7. 48The Company’s ability to make distributions is limited by the requirements of Maryland law
8. 49Changes in accounting standards issued by the Financial Accounting Standards Board or other standard-setting bodies may adversely affect the Company’s business
9. 50As a public company, the Company is subject to regulatory and reporting requirements that will increase legal, accounting and financial compliance costs
10. 51The Company may be unable to retain and attract key management personnel
11. 52The Company may be subject to litigation that could adversely affect its results of operations