Curbline Properties - Earnings Call - Q4 2024

Executive Summary

• Inaugural quarter as a standalone REIT delivered higher profitability: Revenues rose to $34.9M, Net Income $11.5M, Diluted EPS $0.11 vs $0.07 YoY; Operating FFO was $23.8M ($0.23/share) vs $17.9M ($0.17/share) YoY, driven by acquisitions and interest income, partially offset by higher G&A.
• Balance sheet remains a key differentiator: $626M cash, no debt at year-end; $500M credit facility in place and a forward swap fixing the $100M term loan at 5.078% when drawn, supporting external growth at attractive funding costs.
• Leasing and same-property performance: Q4 cash new/renewal rent spreads of 15.0%/9.5% and straight-lined spreads of 36.9%/16.9%; 4Q24 SPNOI +3.0% YoY; full-year SPNOI +5.8%.
• External growth cadence remains robust: 20 properties acquired in Q4 ($206.1M) with blended acquisition cap rate of ~6.25% on recently closed deals; management targets ~$500M of acquisitions in 2025.
• Outlook: FY2025 guidance initiated at Net Income $0.48–$0.56 and Operating FFO $0.97–$1.01 per diluted share; management expects ~2.8% SPNOI growth midpoint and ~$32M G&A; results were “ahead of budget,” a modest positive surprise vs internal expectations.

What Went Well and What Went Wrong

What Went Well

• Acquisitions and pipeline: Closed $206.1M across 20 centers in Q4; additional $7.7M acquired Q1-to-date; management highlighted rising inbound deal flow and a large addressable market, underscoring platform scalability.
• Balance sheet flexibility and funding: Ended Q4 with $626M cash, zero debt, and full availability on $400M revolver and $100M delayed draw term loan; swap locks the term loan rate at 5.078% when drawn.
• Leasing momentum and retained cash generation: Strong spreads (cash new 15.0%, renewal 9.5% in Q4) and limited CapEx intensity supported retained cash; CEO: “CapEx as a percentage of NOI... just over 5%... led to over $25 million of retained cash before distributions despite NOI of $26 million”.

What Went Wrong

• Reported margin/recovery optics: Same-property NOI operating margin declined ~200 bps and recovery ratio fell ~360 bps YoY due to an O&M reclassification post spin; CFO clarified that apples-to-apples same-store metrics were up YoY.
• Elevated non-operating costs: Transaction costs and other non-operating items weighed on 2024 results (Q4 “transaction, debt extinguishment and other” of $181k; full-year $31.3M), creating a gap between FFO and Operating FFO on an annual basis.
• Slightly lower leased rate YoY: Leased rate was 95.5% at 12/31/24 vs 96.7% at 12/31/23, primarily reflecting acquisition impacts; management expects non-same-store occupancy to converge toward same-store levels in H1.

Transcript

Operator (participant)

Hello, and welcome to the Curbline Properties Corp. Fourth Quarter 2024 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session, and if you would like to ask a question during this time, please press star one on your telephone keypad. I would now like to turn the conference over to Stephanie Ruys de Perez, Vice President of Capital Markets. You may begin.

Stephanie Ruys de Perez (VP of Capital Markets)

Thank you. Good morning, and welcome to Curbline Properties Fourth Quarter 2024 Earnings Conference Call. Joining me today are Chief Executive Officer David Lukes and Chief Financial Officer Conor Fennerty. In addition to the press release distributed this morning, we have posted our quarterly financial supplement and slide presentation on our website at curbline.com, which are intended to support our prepared remarks during today's call. Please be aware that certain of our statements today may contain forward-looking statements within the meaning of federal securities laws. These forward-looking statements are subject to risks and uncertainties, and actual results may differ materially from our forward-looking statements. Additional information may be found in our earnings press release and in our filings with the SEC, including our registration statement on Form 10 and our quarterly report on Form 10-Q.

In addition, we will be discussing non-GAAP financial measures on today's call, including FFO, operating FFO, and same property net operating income. Descriptions and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures can be found in today's quarterly financial supplement and investor presentation. At this time, it is my pleasure to introduce our Chief Executive Officer, David Lukes.

David Lukes (CEO and President)

Good morning, and welcome to Curbline Properties Fourth Quarter 2024 Conference Call, our first as a standalone public company. I'd like to start by thanking all of my colleagues at both Curbline and SITE Centers for their tremendous efforts to get us here today. Their work allowed us to unlock a differentiated growth company capable of generating double-digit earnings and cash flow growth well above the REIT average for a number of years to come. This growth is driven by the economics of the convenience property type, which is our exclusive focus, the large opportunity set in front of us, and our unmatched balance sheet that has aligned with the company's business plan. Given this is our first call, I'll start with an overview of the convenience sector and its unique elements, and then share with you our vision for continuing to dominate this attractive subsector and its substantial addressable market.

I'll conclude with some comments on operations, and then Conor will talk about fourth quarter results and outlook for 2025. We began investing in convenience assets now over six years ago, recognizing the strong financial performance of the small-format asset class both within the SITE Centers portfolio and the broader retail real estate industry. Tenant retention was high, credit was strong and diversified, and the CapEx load was extremely low on a relative and absolute basis. Importantly, mobile phone geolocation data was also emerging during this period as a sophisticated new tool that we could utilize to identify, underwrite, and provide hard facts around investment opportunities. The traditional real estate underwriting of boots-on-the-ground market knowledge became supplemented by data analytics that allowed us a window into tenant performance and customer utilization of the small-format property sector.

Retail and service tenants, for their part, are also using more sophisticated SITE selection tools based on consumer location data. These tenants recognize that a significant portion of consumer spending is not only going shopping but also running errands. These quick trips to a local convenience center are highly profitable for the tenants but need to be, in fact, convenient. In other words, tenants are willing to pay higher and higher rents to secure a superior and convenient location that's more profitable and that is driving demand for our simple and flexible spaces. Growing demand for the right locations in our property type has produced two noteworthy financial outcomes. First, the capital efficiency of the business is superior to many other retail formats and is especially important as capital has become more expensive and valuable.

Desirable small-format space not only has high tenant retention rates but is also inexpensive to prepare for the next tenant. When compared to larger buildings that require significant adaptations and longer construction periods, the capital efficiency of our simple business is unique. In other words, less capital is needed to generate the same organic growth as the rest of the retail real estate industry and helps generate compounding cash flow growth for Curbline. To that point, in the fourth quarter, CapEx as a percentage of NOI for Curbline was just over 5%, which led to over $25 million of retained cash before distributions, despite the fact that NOI was just $26 million. As Curbline scales, this retained cash flow will increase, providing a durable source of capital that is outsized relative to the company's size and boosting earnings and cash flow growth.

Second, the sector has kept up with inflation remarkably well. Lease durations in the Curbline portfolio are generally shorter when compared with properties with an anchor, and given the aforementioned tailwinds and the supply-demand imbalance, it provides an opportunity to drive rent growth. In other words, this is a renewals business where we can capture growing market rents with little landlord capital or downtime, as most tenants are renewing leases since there is a shortage of high-quality convenience real estate in suburban communities and steady demand. All of these factors are flowing through into Curbline's operating metrics, with 2024 same property NOI growth of 5.8%, 26% blended straight-line leasing spreads, and our expectation that same property NOI growth will average greater than 3% for the three-year period ending in 2026.

Shifting to the investment side, the positive attributes of capital efficiency and strong top-line growth that I just described led us to explore the addressable market for convenience properties six or so years ago. We now have years of transaction data under our belts and arguably own the largest high-quality portfolio of convenience assets in the United States, with over three million sq ft of inventory. Despite that fact, what we own today represents just over one quarter of 1% of the 950 million sq ft of total U.S inventory, according to ICSC, providing a significant runway to scale and grow Curbline. In fact, the addressable market is so large that we see a long path of growth that can stay focused on high-quality convenience sector without needing to broaden our simple and focused strategy.

For context, each week our team is reviewing hundreds of millions of dollars' worth of deals. Not every asset will be a fit for Curbline, but we believe there is a significant opportunity set of properties that do share common characteristics with our existing portfolio, including excellent visibility, access, and compelling economics, highlighted by a broad available tenant universe and limited capital needs. One of the key differentiating aspects of the Curbline spinoff was matching the balance sheet with the business plan. With over $625 million of cash and over $1 billion of liquidity at year-end, we have ample capacity to scale. We are confident that we can close on $500 million of convenience acquisitions per year, which equates to around $125 million per quarter. We've significantly exceeded that pace with $351 million of acquisitions in the last six months.

While the pace of closings will not always be evenly spaced, our current pipeline of awarded deals that are working through contract and diligence stands at just under $200 million. Since our spinoff and subsequent marketing efforts, we have seen a large number of brokers and sellers proactively engage with us, a change from the pre-spin environment. The situation allows us to work directly with sellers on a timeline and a structure that works best for both parties and further supports our confidence in meeting or exceeding our annual target of $500 million in external acquisitions of high-quality convenience properties. That was a key driver in the fourth quarter, where we acquired 20 properties for just over $206 million, with the assets concentrated in the affluent markets that Curbline currently operates, including Atlanta, Houston, Denver, Los Angeles, and Phoenix.

We also made acquisitions in wealthy submarkets such as Kansas City, Memphis, and Minneapolis, which share the key characteristics we seek and where we hope we can scale long-term. Average household incomes for the fourth quarter investments were nearly $140,000, with a weighted average lease rate of over 96%, highlighting our focus on acquiring properties where renewals and lease bumps drive growth without significant CapEx. Ending with operations, not surprisingly, overall demand for space remains strong, driven by a mixture of existing retailers and service tenants expanding into key suburban markets, along with new concepts competing for the same space. Recent new and renewal deals include several first-to-portfolio and recurring national tenants such as Cava, Panda Express, Chase, The UPS Store, LensCrafters, and Comcast, with notable activity from service tenants, banks, fitness operators, and quick-service restaurants.

Before turning the call over to Conor, I want to again thank everyone at Curbline, along with the team at SITE Centers, for their work to complete the spinoff of Curbline Properties. It took the work of our entire organization to get here, and I couldn't be more optimistic about the opportunity ahead for Curbline and our ability to generate compelling stakeholder value. And with that, I'll turn it over to Conor.

Conor Fennerty (EVP and CFO)

Thanks, David. I'll start with fourth quarter earnings and operations before shifting to the company's 2025 outlook and concluding with the balance sheet. Fourth quarter results were ahead of budget due to better-than-expected operations and higher-than-expected acquisition volume. Outside of that out-of-performance on the NOI side, there were no other material surprises or callouts for the quarter, which speaks to the simplicity of the Curbline business plan. In terms of operations, leasing volume in aggregate was sequentially higher, and I'd expect to continue to tick higher in terms of volume as the portfolio scales. However, with this small but growing denominator, operating metrics will remain volatile and be heavily impacted by acquisitions. That said, overall leasing activity remains elevated, and we remain encouraged by the depth of demand for space, which is likely to translate into TTM spreads over the course of the year consistent with 2024.

It's important to note that Curb's leasing spreads include all units, including those that have been vacant for more than 12 months, with the only exclusions related to first-generation space and units vacant at the time of acquisition. Same-Property NOI was up 5.8% for the year and above the top end of the guidance range of 3.5%-5.5%, with outperformance driven by a host of factors. Importantly, this growth was generated by limited capital expenditures, with fourth quarter CapEx as a percentage of NOI of just 5%. Moving to our outlook for 2025, we are introducing OFFO guidance in a range between $0.97 per share and $1 per share.

Underpinning that range is one, approximately $500 million of investments funded roughly 50/50 with debt and cash on hand. Two, a 4% return on cash with interest income declining over the course of the year as cash is invested. And three, G&A of roughly $32 million, which includes fees paid to SITE Centers as part of the shared services agreement. You will note that in the fourth quarter of 2024, we recorded a gross-up of $500,000 of additional non-cash G&A expense, which was offset by $500,000 of non-cash other income. This gross-up, which is a function of the shared service agreement, nets to zero net income and will continue as long as the agreement is in place and is excluded from the aforementioned G&A target.

In terms of Same Property NOI, we are forecasting growth of approximately 2.8% at the midpoint in 2025, but there are a few important things to call out. Similar to our leasing spreads, the pool is growing but small and is comping off of 2024's outperformance. Additionally, Curbline's same property pool is set annually, so it includes only assets owned for at least 12 months as of December 31, 2024. This results in a larger non-same property pool, which was roughly 33% of fourth quarter NOI and is growing at a faster rate than the same property pool. To highlight this point, the occupancy for the entire portfolio was 93.9% at year-end versus the same property pool of 95.1%. This relative gap is expected to compress in the first half of the year, delivering significant organic growth.

Additional details on 2025 guidance and expectations can be found on page nine of the earnings slides. Ending on the balance sheet, Curbline was spun off with a unique capital structure that is positioned to execute on its business plan and differentiate itself from the largely private buyer universe acquiring convenience properties. Specifically, at year-end, the company had approximately $626 million of cash on hand, no debt, a $100 million undrawn delayed draw term loan, and full availability under its $400 million revolving credit facility. We expect to fund the term loan in the first quarter of the year, providing additional liquidity, and then we'll utilize additional sources of capital to fund the company's substantial growth profile. The changes in the capital structure, to David's point, are expected to lead to significant earnings and cash flow growth for a number of years, well in excess of the REIT average.

With that, I'll turn it back to David.

David Lukes (CEO and President)

Thank you, Conor. Operator, we are now ready to take questions.

Operator (participant)

Thank you. If you would like to ask a question, please press star one on your telephone keypad. If you would like to withdraw your question, simply press star one again. Please ensure you're not on speakerphone and that your phone is not on mute when called upon. Thank you. Your first question comes from Craig Mailman with Citi. Your line is open.

Craig Mailman (Director and Equity Research Analyst)

Hey, good morning. David, you talked about kind of the inbounds you're now getting from brokers and sellers here after you guys closed the transaction that kind of led to a higher pace of acquisitions and closings. Could you just talk a little bit about the pricing expectations right now that everyone knows you guys have a couple hundred million of cash, of where you're kind of pricing and underwriting deals today versus maybe six to 12 months ago when you guys were still part of SITE?

David Lukes (CEO and President)

Sure. Hey, morning, Craig. I guess the first comment is that this property type historically has been brokered by a lot of small and regional brokers and even some of the smaller kind of pods within the larger brokerage community. I think there's definitely been a broader spotlight on the subsector in the last 12 months, and that just caused a lot more dialogue, so we tend to get more inbounds from teams that handle this type of product, which just allows for a lot more visibility into product that we may not have seen a year or two ago. In terms of pricing, it's interesting. I'd say, in conclusion, the cap rates are probably flat to down a little bit, but the number of deals that we're seeing has grown fairly substantially.

So I guess the net result is the unlevered IRR expectations that we have haven't really changed a whole lot. I would say assets where cap rates have compressed, it's offset by the fact that market rents are growing, and that kind of feeds into the same IRR math.

Craig Mailman (Director and Equity Research Analyst)

Where were you guys in a blended kind of cap rate going in or stabilized, however you want to report it, for the deals you guys closed the fourth quarter?

David Lukes (CEO and President)

Yeah. For what we've closed, company-wide to date, fourth quarter and first quarter thus far, we're 6.25.

Craig Mailman (Director and Equity Research Analyst)

Okay. And I guess just one more question on the underwriting here, because you guys put in the debt, you guys were about 5% or CapEx was about 5% of NOI. Kind of, what was that on traditional grocery-anchored, and how does that kind of impact what you guys are willing to pay on going in to get to the same sort of levered IRR, unlevered IRR?

David Lukes (CEO and President)

Yeah. Well, first of all, the 5% CapEx load in the fourth quarter was, remember, it's one quarter of a new company with a fairly small portfolio. So I would take that with some grain of salt. Our previous decks that we've had out at the investment community have shown that the subsector is more like mid to high single digits. So I do think that's going to bump around a little bit based on the pool, but it's definitely a sub-10% CapEx load asset class. And historically, I think anchored retail is traditionally north of 20%. If you add redevelopment into that, you're seeing CapEx loads that can far exceed the 20s and get into the 30s or the 40s. So mathematically, it should mean that cap rates should be lower for this asset class to generate the same unlevered IRR.

I think you have seen that in the last couple of years. It's a subsector that used to trade in the seventh and eighth, and now it's in the kind of mid to low sixes. And whether it stops here or whether it keeps going down, Craig, it's a really good question, but it's just interesting to note that the market rents keep growing, the renewal spreads keep increasing, and the CapEx load is staying the same, so arguably, we can pay more to achieve the same unlevered IRR.

Craig Mailman (Director and Equity Research Analyst)

Okay. Then one last quick one. I know the whole point of the strategy is to not have anchor tenants or really lower that exposure. And again, I know it's a smaller portfolio today, but just looking through the top tenant list, right, you have Nordstrom Rack, Williams-Sonoma, Total Wine & More, and some of those are bigger boxes. Kind of how should we think about you guys mixing some of that type of product in going forward versus the smaller 6,000 or less kind of tenant sizes?

David Lukes (CEO and President)

Yeah, it's a great question, Craig. I think you should assume that we will be mostly small shop tenants. It just so happens that good real estate attracts a lot of different national tenants, and sometimes if we see a property that we really like, it happens to have an anchor tenant, and we're comfortable with that anchor or we're comfortable with the rent that that anchor is paying and what a small shop would pay in a backfill, we'd be happy to make that investment. It's never going to be a large portion of the company, but it's sometimes unavoidable if you want to buy high-quality real estate.

Craig Mailman (Director and Equity Research Analyst)

Great. Thank you.

David Lukes (CEO and President)

Thanks, Craig.

Operator (participant)

The next question comes from Floris van Dijkum with Compass Point. Your line is open.

Floris van Dijkum (Managing Director)

Hey, morning, guys. So I guess my question is, I noticed your NOI margins and expense recoveries this quarter, I know, and you're a small company, and the same store pool is not the whole portfolio. Yeah, it's still relatively small, but your NOI margins declined by 200 basis points, and your recovery ratio, I think, also declined by 360 basis points. Anything that you can point us to that caused that, and should we not be worried about that?

Conor Fennerty (EVP and CFO)

Hey, Floris. Good morning. It's Conor. So the fourth quarter was impacted by the O&M reclass. So prior to the spinoff, the metrics you're referring to didn't include any expense that we allocated from G&A to OPEX. And so in the fourth quarter, we started that kind of reclassification of expenses. So you're right on an apples-to-apples basis. It would look like recoveries or margins went down. But if you look at the same store pool, which is a better reflection of actual property-level operating metrics, you'll see recoveries were up year over year. The margins were up year over year, which I think is consistent with what we expect over time.

Floris van Dijkum (Managing Director)

Great. Maybe also, I noticed, I mean, if I look at two of your biggest markets, Miami, I think the average size of your asset is like 75,000sq ft, and Atlanta is like 29,000sq ft. Where's your sweet spot? And any particular reason why there's such a wide discrepancy in two of your biggest markets?

Conor Fennerty (EVP and CFO)

Yeah. Floris, not to sound like a broken record, it's a very small pool. So to Craig's question, you can have one or two tenants or one or two properties skew a certain market or skew a submarket. To your point, we do have a larger asset in Miami, and one of them has anchors, or excuse me, two of them have anchors, which, again, will skew those metrics. I don't think there's a right sweet spot that we think through. To David's point, we're trying to find the best dirt and the best submarkets. At times, that's a 4,000sq-ft unit or building, excuse me. At other times, it could be 20,000 or 25,000. If you look, our average unit size or average property size, excuse me, is about 30,000sq ft. My guess is that's a pretty consistent or stable number over time as we scale.

Floris van Dijkum (Managing Director)

Great. My last question maybe is on the dividend. If you can touch on your dividend policy and what you expect to pay out over the next year or two?

Conor Fennerty (EVP and CFO)

Sure, Floris. Obviously, it's a board decision. Management is always recommended, when you think back, DDR, SITE Centers, etc. We've always recommended the minimum in terms of taxable minimum, but again, it's a board-level decision. There are some interesting unique aspects of Curbline that are different than other peers or different than peers have been public for some time. The biggest one is just our tax depreciation shield in the sense that as we scale, that shield will grow, but in the near term, it's a smaller shield. The net result is we are closer probably to have a payout ratio, should the board accept our recommendation, closer to 75% than our preference, which would be high 60s, low 70s. But again, I don't think it'd be inconsistent in terms of management recommendation to the board versus SITE Centers or the peer group.

Floris van Dijkum (Managing Director)

Thanks, Connor.

Conor Fennerty (EVP and CFO)

You're welcome, Floris.

Operator (participant)

The next question is from Ronald Kamdem of Morgan Stanley. Your line is open.

Ronald Kamdem (Managing Director)

Hey, just two quick ones for the same store NOI guide for 2025. Just wondering if we could double-click in terms of the assumptions for bad debt as well as occupancy gains or anything else you're willing to share.

Conor Fennerty (EVP and CFO)

Sure. Hey, Ronald. It's Conor. Good morning. So as we mentioned, we continue to expect the same store to average greater than 3% for the three-year period in 2024 to 2026. 2024 was 5.8%, which was above our prior guidance range. For bad debt for 2025, the midpoint of the range is about 55 basis points. The only thing I would just, again, caution again to sound like a broken record, it is a very small pool. So how you get to the low end really is related to move-outs or unexpected move-outs. There are no bankruptcies we're tracking or worried about. We have one TGIF. We don't have any exposure to Party City, Big Lots. Rattle off the folks in bankruptcy today. It really is a function of just a small pool and a couple of shops moving out.

But as I mentioned in my prepared remarks, we're 95.1% commenced, which we think is a pretty good run rate for the pool going forward, but that just can lead to a little volatility over time, just given how small the denominator is.

Ronald Kamdem (Managing Director)

Great. Helpful. And then just going back to the acquisitions, look, we think this market could be 200-300 billion in terms of activity or in terms of TAM. So clearly a long runway, but just wondering if you could provide just a little bit more details on sort of the competition and the cap rate trends and how that sort of played out versus your expectations. And you mentioned sort of the going-in cap rate, but curious, is there sort of a target IRR hurdle that you're also looking at? Thanks.

David Lukes (CEO and President)

Sure. Good morning, Ronald. It's David. I would say that the unlevered IRR expectations that we have been fairly consistent and that they're high single digits. Sometimes we're 7.5, sometimes we're 8.5, 9. But on an unlevered basis, that's where we've been making investments.

I think if you get into other formats that have a lot more repositioning involved, that is one component of any sector is kind of the value-add component. Ours is a lot more oriented towards core real estate that I think is going to outperform in a recession. And the competition for core real estate that has low CapEx and high rent growth on market rents has been pretty fierce, and I would say has been getting more so. So cap rates have definitely come down 50 to 75 basis points in the last three years, but I haven't really seen a whole lot of change in the last six to 12 months. I think if cap rates are coming in a little bit, it's likely that the rents are growing, and that's causing the unlevered IRR expectations to be about the same.

Competition is getting definitely more active than it was in the past couple of years. I would still say it's mostly local and regional private capital. We have not really bumped into a lot of institutional capital yet.

Ronald Kamdem (Managing Director)

Super helpful. That's it for me. Thank you.

David Lukes (CEO and President)

Thanks, Ron.

Operator (participant)

The next question is from Alexander Goldfarb with Piper Sandler. Your line is open.

Alexander Goldfarb (Managing Director and Senior Research Analyst)

Oh, good morning, and thank you. Morning, down there, so just a few questions here. First, David, I think you outlined $500 million of acquisitions targeted for the year. Just sort of curious what the total pool of assets that you're looking at, the total pipeline. Is it like $1 billion of deals, $1.5 billion of deals? I'm just trying to understand how many deals come across your desk versus the ones that you actually look at versus the ones that you're successful in winning.

David Lukes (CEO and President)

Yeah. Good morning, Alex. I would probably break it down into three categories: those that cross our desk, those that we decide to work on, and those that we end up trying to acquire. So I would say the ratio of what we're looking at is probably 10x what we buy. The ratio of what we spend time underwriting and decide to make an offer on is probably three or 4x. And that's what's giving us a lot of confidence that there's plenty of room for us to grow in the subsector. I think the available subset is pretty large.

Alexander Goldfarb (Managing Director and Senior Research Analyst)

Okay. And then the next question is, you guys talked about sort of same store of 3%, maybe 3% or better, but you also spoke about the original impetus for the company that the annual growth rates, the annual rent bumps are faster and more broader-based across the tenants than traditional shopping centers. So just trying to understand, and you know I'm not a same store person, but still, it stands out there. Why wouldn't the same store metric be faster internally if you guys have better internal rent bumps than traditional open-air?

Conor Fennerty (EVP and CFO)

Yeah. To Alex, it's Connor. I think we agree with the premise. Love your statement.

Alexander Goldfarb (Managing Director and Senior Research Analyst)

Okay, but it's still. I'm just trying to understand the 3% versus thinking it would be better if you guys are getting 3 or 4% annual bumps.

Conor Fennerty (EVP and CFO)

Yeah. I mean, so on average, our annual bumps are just under 3%. They're kind of mid-twos, right? So we are, to my earlier comment, the same store pool is 95.1% commenced, right? So there's maybe a little bit of occupancy growth, but essentially, the midpoint of our range is for 3% growth with no occupancy. And so if you think about that growth rate relative to the peer group, which I'm assuming is the genesis of the question, we are doing better same store on an occupancy-neutral basis. We also have no redevelopment pipeline, to David's point, right? So the capital needed to generate that growth is substantially lower than I think the equivalent groups or equivalent growth rates you're referencing. So it's a really good question, but effectively, the same store pool has little to no occupancy growth.

Even despite that fact, we're still doing effectively 3% growth, which I think speaks to your question.

Alexander Goldfarb (Managing Director and Senior Research Analyst)

Conor, just sorry to follow up. You said, I think, like two and a half internal bumps. Recollection was that you guys were getting sort of 3%-4% annual bumps. Was I mistaken in that, or?

David Lukes (CEO and President)

No, Alex, I think you're, it's David. I think when we're blending tenants that have options or tenants that have longer-term leases, let's call it a Starbucks, versus a tenant that has maybe two years left of term and they've got 3% annuals and they're going to get a big bump at the expiration of their term when they have no option. When you blend all of that together and you take out some credit loss assumption, that's what Conor's talking about. I think it's just a different, it's a different category than saying, yes, when we sign leases, we generally have 3-plus% rent escalations. But when you put in all the other algebraic formulas, I think you get down to just below 3%.

Alexander Goldfarb (Managing Director and Senior Research Analyst)

Okay. Thank you for that.

David Lukes (CEO and President)

What would materially change that, obviously, is market rent growth because it is a renewals business. So yes, you're getting fixed rent bumps on most tenants of, call it, 3%. But as you can see from our disclosure, it's whenever you have a tenant that comes due with a shorter lease term and there's a renewal, and the market rents have been growing, so it does feel like the opportunity to overachieve that is definitely there.

Alexander Goldfarb (Managing Director and Senior Research Analyst)

Okay. Appreciate that.

David Lukes (CEO and President)

Thanks, Alex.

Alexander Goldfarb (Managing Director and Senior Research Analyst)

Thanks.

Operator (participant)

The next question comes from Michael Mueller with JPMorgan. Your line is open.

Michael Mueller (Analyst)

Yeah. Hi. I guess first, what gets you to the low and high ends of the same store NOI guide for 2025, given that you have 55 basis points of bad debts at the midpoint, and you've talked about economic occupancy being fairly stable at 95.1%?

Conor Fennerty (EVP and CFO)

Hey, Mike. It's Conor. Good morning. It really is just on budget to move out. The only thing I would just qualify that is even if we hit the low end of the same store guidance range, which is not our expectation, but it feels prudent given it's February 11th, that wouldn't push us to the low end of the FFO range. And so you think about factors that matter for growth over the course of 2025 and 2026, it feels odd to say it, but same store is not the biggest driver. In fact, it's probably the fourth or fifth biggest driver in terms of what drives growth.

I don't want to downplay its importance, but given that it's just over 60% of the NOI pool, whereas if you look at the peer group or REIT average, same store in general usually is 95%-100% of NOI. It's a little unique for us just given how we build up our pools, just given the point we are in terms of our kind of life cycle of growth. But it's a little funny in that regard until we get bigger over time.

Michael Mueller (Analyst)

Got it. And I guess that's a good segue into the second question. The overall portfolio economic occupancy rate of 93.9%, obviously, stuff you're buying is going into that. What do you think a timeline to get up to the same store level of 95% or 95.1% is? Is that a two-year process? Is it faster? Does it take longer?

Conor Fennerty (EVP and CFO)

Materially faster. So that was my point in the prepared remarks. The non-same store pool will effectively be on top of the same store pool within the first six months of the year. This is not - if you think about David's opening comments, when we're backfilling tenants, we aren't repurposing space. It's one tenant that goes into the exact same space that the prior tenant is in. So there is very little downtime. There's less of this big S&O pipeline that you've seen with some of our peers. We shouldn't have that, which I think, again, the same store pool, which is 95% commenced and a lease rate of 95.9% or 96.1%, that's a good spread, 100 basis points. We're never going to have this 400 basis point S&O pipeline that some of the peers have.

Michael Mueller (Analyst)

Got it. Okay. Thank you.

Conor Fennerty (EVP and CFO)

You're very welcome.

Operator (participant)

The next question comes from Todd Thomas of KeyBank Capital Markets. Your line is open.

Todd Thomas (Managing Director and Equity Research Analyst)

Hi, thanks. Good morning. When you announced the spin and since that time, over the last year, the market was pricing in more rate cuts and perhaps a lower interest rate environment altogether. And now the market seems to be pricing in a higher-for-longer environment for a more extended period of time. Does that impact or change your capital raising or capital allocation strategy at all at the margin, how you think about either side of the balance sheet moving forward?

David Lukes (CEO and President)

If I'm understanding your question correctly, Todd, I would say that, remember, if there's higher-for-longer, what has happened is that cap rates may not have moved up according to what the forward curve would suggest, but market rents have, and so our allocation to purchasing properties where we think we can keep up with inflation or exceed inflation is still pretty strong, which puts us in a pretty happy place to be in this subsector. Our ability to keep up with inflation with this type of tenant roster, lack of downtime, and lack of CapEx makes us even more convinced that it's a really good place to be in a higher-for-longer environment.

Todd Thomas (Managing Director and Equity Research Analyst)

Okay. And then, I mean, it sounds like your plan is to fund acquisitions, 50/50 debt and equity. Is there any thought to tapping the equity markets at all during the year, perhaps a little bit sooner rather than later, to sort of maintain the balance sheet advantage that you have by locking in your cost of capital today and elongating the company's runway for investments?

Conor Fennerty (EVP and CFO)

Hey, Todd, it's Conor. I would just say, remember, even if we used all of our cash, right, so $626 million remaining, we would still have no debt, and our balance sheet advantage would still be dramatic versus REITs overall or private investors, whatever it might be, right? So I'd start with that. The second point is on equity. The ATM is not an option until September of this year, just a function of being a new public company. And we always look at our cost of capital, whether it's debt, whether it's equity, every day versus every opportunity we're looking at. So if there was an opportunity, whether it's debt or equity, we saw it, and we had a compelling investment opportunity, I think we would look to that option. And there are a number of alternatives we could look for to raise capital today.

I would just tell you again, we're always looking at the source and the use. It's never just saying, "Here's the source. We like the price." But there's nothing in guidance today for, call it, an acceleration of capital investment or capital funded with equity. We'll just see how it plays out over the course of the year.

Todd Thomas (Managing Director and Equity Research Analyst)

Okay. And then just lastly, I'm just curious. I know you're, again, in sort of capital deployment mode and have the capacity on the balance sheet to fund your investments all on balance sheet. But I'm just curious where you stand on joint ventures. You were open to exploring partnerships previously for the right type of partners, the right type of investment timeframe, and so forth. Is that something that you'd be open to at CRB in a way to further leverage your equity and maybe help accelerate sort of the increasing scale for the platform a little bit more quickly?

David Lukes (CEO and President)

Todd, it's David. I would say that our happiness in a very simple strategy with a simple plan and a simple capital structure makes us very confident that we've got the right strategy right now. I think our desire to make that more complex would be extremely low. We've had a number of investors talk about the idea of doing something together. I think, frankly, we have a great runway ahead of us. We've got a balance sheet that matches our plan. And so I just don't see the use for making our platform any more complicated than it is today.

Todd Thomas (Managing Director and Equity Research Analyst)

Okay. All right. Thank you.

David Lukes (CEO and President)

Thanks, Todd.

Operator (participant)

The next question comes from Paulina Rojas with Green Street. Your line is open.

Paulina Rojas (Senior Analyst of Retail)

Good morning. You mentioned expecting to close acquisitions of about $500 million a year. And in one S&O, you closed around $200 million. So your guidance seems conservative, which is slightly prudent. But my question is, are there any specific factors that lead you to believe the strong activity in 4Q shouldn't be extrapolated into 2025?

David Lukes (CEO and President)

Good morning, Paulina. It's David. It's a little hard to hear you, so I'm going to take a crack at it, and you can tell me if we missed anything, but yeah, we recognize the fact that we have earmarked $500 million of external acquisitions as our target annually, and the first quarter out of the gate, we exceeded that, so I think what you're asking is, why can't we simply extrapolate the fourth quarter, and I would just say we've been public for 120 days, and during that 120 days, we happen to have a quarter in which we closed a lot of real estate. We don't really know what the eventual pipeline should be or will be, and so I think our comfort level saying $500 million still seems like an achievable goal that we're confident with. Could we exceed that? We probably could.

But are we comfortable with 500? Yes, we are. And I still think that keeps us in the acquisition mode of maintaining precision on high-quality properties.

Paulina Rojas (Senior Analyst of Retail)

Thank you. Your strategy is really centered around owning assets located in high-traffic intersections and affluent suburbs. So as you evaluate potential acquisitions, do you have sort of hard benchmarks in terms of minimum household income or daily traffic for the centers that you're considering?

David Lukes (CEO and President)

It's a really interesting question. I would say, Paulina, a couple of years ago, we had a fairly simple chart as to what we were looking for to sort through deal flow because, as per one of the previous questions, if we're looking at 10 times the number of assets that we've bought, it's a lot of real estate to underwrite, and so we started with a chart of what we thought were the most important metrics. What we've learned over time is that they're all important, but they're not necessarily a hard yes or a hard no. If I look at what we've eventually bought over the years, household income is very important. There's no question that it does better during a recession. There's just a lot more errand running.

There's a lot more discretionary spending, which means there's more types of tenants that want to be in those submarkets. So we're more focused on the ZIP code or the TAP Score, if you would like to use that, something that tells us the consumer health in that market. And that might be in a relatively small city, and it might be in a large city. The second thing we tend to look at is traffic driving by. And I think the average daily traffic on the road is a really important fundamental differentiator. You can buy unanchored strip centers that are buried inside of communities with low traffic counts, but they just don't generate the tenant demand of having that same property type up against a road that has a strong traffic intersection.

So I would say between demographics and daily traffic on the intersection, those are probably two of the most critical.

Paulina Rojas (Senior Analyst of Retail)

Thank you.

David Lukes (CEO and President)

Thanks, Paulina.

Operator (participant)

Your next question comes from Ki Bin Kim with Truist Bank. Your line is open.

Hey, thanks. This is Keegan. Just a quick question on G&A. How much more G&A is being allocated to operating expenses than previously? Let me go back to the models. I just want to make sure that we can reconcile our previous estimates.

Conor Fennerty (EVP and CFO)

Hey, Keegan. It's Connor. So it's $300,000 of G&A that is allocated to OpEx in the fourth quarter. That's consistent with our guidance from the September 17th pre-spinoff deck. And that number should be pretty static over the life of the shared services agreement. Now, once that agreement's over, you could see the composition change a little bit at the margin. But in terms of total G&A, it's a pretty static number.

And that's for the quarter, right?

That's a quarter. Yeah, I'm sorry. You're exactly right. So it's $300,000 per quarter, about $1.2 million per year.

Can you help me understand? I understand the expense going to SITE, but the income accounting for it? Where does that stem from?

You're referring to the gross-up?

Yeah.

Yeah. So effectively, it's the value of the services we're receiving from SITE versus the value of the fees paid to them. And the gross-up is this horrifically tortured calculation to compare the two effective value streams. That number will move around over time depending on the relative size of both Curbline and SITE and the services provided in both directions. So that's why we've excluded it from G&A guidance going forward. The critical piece to flag and understand is the net income is zero per quarter. So there might be quarters where the gross-up expense is $1 million and the gross-up income is $1 million. But it's always a push in terms of net impact to Curbline. Post-termination of the shared service agreement, that goes away.

So it's this unfortunate tortured accounting noise that we have for the first couple of years of the life of Curb, and then it goes away. But again, I would just reiterate, it nets to a zero over the course of each quarter and year.

Okay. Thank you.

You're welcome.

Operator (participant)

This concludes the question and answer session. I'll turn the call to David Lukes for closing remarks.

David Lukes (CEO and President)

Thank you, everyone, for joining. We'll talk to you next quarter.