RPT Realty stabilizes earnings with focus on growth initiatives and potential recapitalization as stock trades below book value

OPERATOR - (00:01:16)

Hello and thank you for standing by. My name is Tiffany and I will be your conference operator today. At this time I would like to welcome everyone to the RPT Realty third quarter 2025 earnings 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. If you would like to ask a question during that time, simply press star, then the number one on your telephone keypad. I would now like to turn the call over to Emma Holkey, Associate General Counsel. Emma, please go ahead.

Emma Holkey - Associate General Counsel - (00:01:57)

Thank you and good morning everyone. I would like to thank you for joining us today for RPT Realty third quarter 2025 earnings call. Joining me today are Michael Nirenberg, Chief Executive Officer of Rhythm Capital and RPT Realty, and Nick Santoro, Chief Financial Officer, Rhythm Capital and RPT Realty. Throughout the call we are going to reference the earnings supplement that was posted this morning to the RPT Realty website, www.rptrealty.com. if you've not already done so, I'd encourage you to download the presentation now. I would like to point out that certain statements made today will be forward looking statements. These statements by their nature are uncertain and may differ materially from actual results. I encourage you to review the disclaimers in our press release and earnings supplement regarding forward looking statements and to review the risk factors contained in our annual and quarterly reports filed with the SEC. In addition, we will be discussing some non-GAAP financial measures during today's call. Reconciliations of these measures to the most directly comparable GAAP measures can be found in our earnings supplement. And with that I will turn the call over to Michael.

Michael Nirenberg - Chief Executive Officer - (00:03:00)

Thanks Emma. Good morning and thanks for joining us today for the RPT Realty call. You know there's during the quarter we didn't have a ton of activity. What I would say is that when we took over this company last June, we stabilized the company which at that time I think was losing in and around $10 million a quarter. Today the company essentially is flat. You know, when you take into account earnings and we're still paying a 6 cent dividend along the way we've liquidated what I would say a bunch of resi assets. We've added some commercial real estate floaters or CMBS floaters which are higher yielding, top part of the capital stack with some reasonable yield. The other thing about these assets from a liquidity standpoint, they're very easy to create liquidity. So when we take a step back and we look at the assets that we've added the assets that we've sold to the extent that we find an interesting opportunity and you know, we're always on the hunt as everybody knows. We'll be able to liquidate these, a number of these assets and then use some of that capital to redeploy into either high yielding assets or something that's more strategic for the company. The real question for the company is where do we go from here? So we have a few options. One, we can recap the vehicle with an offering of equity associated with a pool of assets or other types of instruments that could be in the fixed income world that will provide real income for investors. Two is we could explore some kind of liquidation of the company. And I bring that up because with book value at $5.30 and the stock trading at $2.40 odd cents, clearly there's a huge value play for equity investors in this. Or three is stay the course. And what I would say on three is we're not going to just stay the course and leave something outstanding for the sake of leaving something outstanding. If you listen to our Rhythm earnings call yesterday we discussed our most recent acquisition at Rhythm and our affiliates, which is the paramount transaction we where we agreed to take private one of the large office REITs here in New York City and San Francisco. Quite frankly, we're really excited about that deal and really excited about the returns on that deal. So one of the questions we got on yesterday's call, is it something that we consider adding some paramount to the, adding to the Rhythm Property Trust? And the answer, you know what I said was yes, longer term as we look at this vehicle, we are developing a direct lending business and this platform would be perfect for RPT Realty. So as we think about that, we'll work in conjunction with our Genesis Partners which in Genesis, so everybody knows is our, is our residential transition loan organization where we make construction loans to kind of mid tier type sponsors and not some of the larger players. So when we look at that, our experience there, we grew a company that was doing 1:7 in production. Today we're going to, this year we'll probably do north of 5 billion. The asset yields on those are great and we have a real business around it and what we'll likely do is grow that and some of those products could be perfect for our direct lending business. But I do think one more time as we look at the equity and where it trades relative to book value and some of the things that we do, its, you know, just to reiterate, we're not going to Leave this thing outstanding. For the sake of leaving a company outstanding, we need to either figure out a way to grow it or at some point we'll, we'll likely think about an auction process for the company and realize what I think is going to be true book value. So with that I'll turn, we'll, I'll flip. We'll start. We have a small deck. There's not a ton in there quite frankly. We'll start on page three and then we'll have a Q and A and then we'll go from there. So as I mentioned earlier, RPT Realty, it was formerly known as Great Ajax. It was a residential mortgage REIT. Quite frankly, it was a little bit broken. We took over the management of that, rebranded it to Ribbon Property Trust. Set out on a mission to deploy more capital in the commercial real estate business. We did a small preferred offering which helped us raise a bunch of cash. So when you look at the company today, we're sitting within and around 100 million. The company has about 300 million in total equity and the pipelines look great. The portfolio is about 308 million today. But what I think this vehicle will do is afford us the ability to continue to hunt for things, to try to grow the vehicle. And I've used in the past what happened with bxmt, which is Blackstone's mortgage reit, where they actually created a vehicle around a pool of assets and really grew it. So hopefully we could do that. And if not, well, you know, I gave you the other options before looking at on page four, your financial highlights. Effectively, you know, the company was flat quarter or quarter over quarter, still maintain a 6 cent dividend cash and cash equivalents on balance sheet at the end of the quarter, $81 million and total equities $292 million. When you look at page five, you know, the opportunity we, you know, during the quarter we actually originated a $21 million loan on a retail, a grocery anchored retail center outside Seattle. You know, the yield on that will likely be in the mid teens. So when we look at that and we think about our ability to grow in some of the lending activities, that's something that gets us excited here. But we got a, you know, quite frankly we have to execute on that plan. When you look at Rhythm Property Trust on this page, on page five, you might say, why Rhythm Property Trust? There's no legacy, anything quite frankly in the company. And I think its truly, this is truly upside as we, as to the extent that we could grow the Vehicle page six just talks about how when we first took over the company, we stabilized earnings. As we go forward again, you know, earnings are pretty flat. We need to do something more material to actually generate earnings, and that's something we're keenly focused on. Page seven is our typical slide, which, which illustrates what the future state of the portfolio could be. I would look at this vehicle as more being opportunistic in nature than some of the other things out there. So with that, I'll turn it back to the operator. We'll open up for some Q and A. And if anybody has any questions, please.

OPERATOR - (00:09:39)

Hesitate to ask at this time. If you would like to ask a question, press Star, then the number one on your telephone keypad. To withdraw your question, simply press star one Again, we will pause for just a moment to compile the Q and A roster. Your first question comes from the line of Tom Catherwood with btig. Please go ahead.

Tom Catherwood - Equity Analyst - (00:10:03)

Thank you and good morning, everybody. Michael, obviously you laid out a bunch of different avenues that you could go forward with with a three options. Laid out at the beginning, but maybe just take the stay the course one. For this question, you talked last quarter about $50 million of loans, kind of being pretty close to the finish line. You did 21 million this quarter. What does that kind of pool in closing look like right now?

Michael Nirenberg - Chief Executive Officer - (00:10:36)

You know, there's a couple of things here. One is I brought up the Paramount deal. That's a big deal. I mean, there's a, you know, the $6.6 on 13 million square feet. So it's likely this company, you know, depending upon board approval, could participate in that transaction. One thing we're working on in conjunction with our Genesis Partners, when you think about that business, we make multifamily loans, we make residential transitional loans. And then at Rhythm and Rhythm Property Trust, we're doing more in the direct lending space. We'd really like to grow our direct lending presence. We've been adding some bodies around the house, and I think this vehicle could be perfect for that. So some of the things, you know, when we mentioned last quarter and we spoke about 50 million in loans, we did this $21 million loan, which we, which we like very much. We have passed on what I would say more of, you know, and some of this is, as you think about the mayoral election in New York, when we think about some rent stabilized stuff that we were looking at, you know, we're not going to do rent stabilized loans in New York City right now. We also passed, initially we were down the path On a, on a Rosewood hotel in Dallas. We went down and did a bunch of diligence on that and just couldn't get comfortable on that. So we passed on that. So in the quarter we did, obviously the 21 million dollar loan, we're sitting with roughly $100 million of cash and liquidity. You know, we look at what's sitting on balance sheet on the retained earnings side and as we go forward, it's just really going to be about direct lending, the growth there and some more opportunistic situations.

Tom Catherwood - Equity Analyst - (00:12:20)

Great, appreciate that. And then on Paramount more specifically, and I know the, you know, deal still coming together obviously hasn't closed, so all options are on the table. But when we think of that company, it had historically had a part of its business that was dedicated to making opportunistic commercial real estate loans. Whether that was MES positions, preferred positions, you know, so be it. Is the potential thought to carve off whatever may be remaining of that or whatever capacity that exists within their funds or is this potentially RPT taking a position somewhere else in the capital stack as you go towards that closing? And again, if you can't talk about it, I fully understand just trying to get ideas of what this might look like.

Michael Nirenberg - Chief Executive Officer - (00:13:04)

Yeah, no, that's a good question. They had some legacy funds. I would assume for purposes of this discussion, there's nothing to do with Rhythm Property Trust and those funds. It would likely be a position that would be pari passu alongside Rhythm, the parent company, you know, our parent company obviously on the underlying properties. So when you think about it, there's 13 assets between new York and San Francisco and it would be a position in those specific assets on the property side.

Tom Catherwood - Equity Analyst - (00:13:36)

Got it, got it. And then kind of last one for Michael, you know, you make this comment about the discount to book value and all of that and it makes sense. But when we look across kind of all of the commercial real estate mortgage space, the discounts are huge and have gotten more so, you know, obviously since Tricon, since their bankruptcy, since First Republic, since we had the regional banking issue a couple weeks ago, in General, Commercial Mortgage REITs have just been lumped together with this existential fear about credit. Now you sit kind of at the nexus of a bunch of different credit vehicles. What's your view right now on kind of what's real out there risk wise for credit, be it real estate or otherwise. And what's kind of overdone right now because I think that's it's not just hitting rpt, it's hitting everybody. What Are your thoughts on the market right now?

Michael Nirenberg - Chief Executive Officer - (00:14:29)

So I think it's bifurcated. I think there's a couple situations. One is a lot of the legacy commercial real estate REITs, we're still saddled with bad loans that need to get, and I'm not saying bad loans, let's just say underwater loans that need to get worked out. We do not have any of those here at our firm. And that goes for both on the rhythm level and on the rhythm property trust level. So when we set out on a mission to kind of rebrand this vehicle, we said we're going to get into the commercial real estate space again because we don't have any legacy issues. So I think when you look across the spectrum, there's, you know, there's a number of, you know what I would say, you know, REITs out there that are still working through some of their issues and this vehicle's clean. So I think that's 1, 2. When you think about credit and you think about, like, even when we think about this Paramount deal, why Office? Not everybody can do office because a lot of folks are still reworking, you know, their existing office portfolio. So we looked at that as a real opportunity for us because one, as a company, we have a need for 100,000 square feet. So we're in the market looking at office pretty much every day. And we have a really good pulse on what's happening in the market. As we think about credit. The capital markets for commercial real estate are wide open. You see more and more CMBS get done. Prior to us announcing this deal, the company did a CMBS deal on 1301 Sixth Ave. So I think the credit markets are wide open. With the breadth of the Rhythm team and our other affiliates, there's a ton of things to look at, I will say, in commercial real estate and I'm sure you know this, you got to be really, really careful, not just in commercial real estate and everything, but in commercial real estate, particularly when you have one-way risk on a single type of property. So when we think about where we could go with this in the direct lending space and create more diversified pools of assets or diversified lending around the business, it gives us pretty good comfort that we're going to be able to do wonderful things here. But I would say on the discount to book, quite frankly, if, you know, if we could all get paid in equity at these kind of levels, I think we'd love to do that. So the net of it is we're extremely optimistic on where we could go. The thing Is you need capital to grow. With the stock trading whatever 50 odd percent of book, it's very difficult. You know, my view and our view is, you know, not to dilute shareholders, but if there's a way to kind of grow out of this with something meaningful in some sizable offering associated with a pool of assets, we'll consider that. Got it.

Tom Catherwood - Equity Analyst - (00:17:12)

Appreciate all those thoughts.

Michael Nirenberg - Chief Executive Officer - (00:17:13)

Thanks Michael.

Tom Catherwood - Equity Analyst - (00:17:14)

Thank you.

OPERATOR - (00:17:16)

Your next question comes from the line of Craig Kuchera with Lucid Capital Markets. Please go ahead.

Craig Kuchera - (00:17:25)

Yeah. Hey, good morning guys. Morning.

UNKNOWN - (00:17:27)

I wanted to circle back.

Michael Nirenberg - Chief Executive Officer - (00:17:28)

Good morning.

Craig Kuchera - (00:17:28)

I'd like wanted to circle back to the Paramount transaction.

UNKNOWN - (00:17:32)

Can you give us a sense of.

Craig Kuchera - (00:17:34)

What the economics of that might look like for rpt? I mean is that sort of in the ballpark of what you've done this year with the, call it the office senior sub deal at maybe 12% or the retail asset at 11.

Michael Nirenberg - Chief Executive Officer - (00:17:45)

You know, the Paramount deal is more equity based. You know, we're playing around with a couple different structures. Are there different ways to think about this? So I don't have a specific answer but on the surface when you look at the Paramount deal in the way that we're doing this, we paid $6.60 for the company, that equates to about a billion six. Before some of the, you know what I would say, you know, fees and noise around this. So that gets you roughly a billion 8. The amount of cash that sits on balance sheets a little south of 500 that gets to gets you to a billion three rhythm. The parent will put in, give or take about $300 million of equity. The contemplation again subject to board approval would be for Paramount to put in about 50, so that gets you to little under a billion dollars. Rhythm. The parent will then be raising and we're in the market now a fund around the remaining, call it billion dollars. And that's, you know, that's the so called funding of the vehicle. When we look at economics. Here's how to think about this. We are assuming going in a cap rate a little bit south of 7% are going in so called cost per foot is about a little under 600 a foot. When you think about replacement costs. The replacement costs including land in New York City is likely something around 3,000 a foot. So effectively you're going in to acquire class A office buildings at a 75% discount ish to replacement costs. When you look at the stabilized cost, you're in the low seven hundreds. And we think our exit strategy here, just to give you a sense is something around six on New York and six and a half to six and three quarters on San Fran. What that does, based on and let's use Rhythm property trust, a $50 million equity check gives you about a 2 times multiple on invested capital on that 50 million and a 20 plus percent return based on our assumptions. So we are extremely excited about this transaction. This is in investing and we like to think about us and our businesses and more opportunistic investing. You very rarely have the opportunity to deploy a large amount of capital in class A office assets that are located in two of them. You know, two of the gateway cities in the US which are obviously are New York and San Francisco in a dislocated market where we think we're going to generate outsized returns for our investors. So that's the investment thesis here. We'd love for Rhythm Property Trust to participate in that and hopefully we have a good result around it. Thanks.

Craig Kuchera - (00:20:39)

I appreciate the color. That was very, very thorough. I'd like to think about the flip side of that though. Could you envision a scenario where Rhythm Capital could potentially deploy capital into RPT in order to sort of jumpstart the scale of the company?

Michael Nirenberg - Chief Executive Officer - (00:20:55)

You know, it's a really good question. I mean, I think that when you think about equity offerings or you think about preferred offerings or something like that, and we've had a number of conversations, what I would say, our banking partners on, you know, on the street about this, how to think about a potential right offering where Rhythm backstops that against a pool of assets. I don't know. You know, quite frankly, those conversations go on all the time. I don't know that there's anything to do right now. Today there is one deal that's happening in the marketplace, but it's small in nature. I think there's. I don't have all the details, but I think it's between an 80 and $100 million offering that one of the banks is, is doing against either a pool of assets or that's guaranteed by a parent at a discount. I think of 10 to 15% to the backstop, I think is 10 to 15% where the offering is coming. So we have to be thoughtful about how this works for both Paramount, I mean Rhythm Property Trust and how it would work for Rhythm the parent. I think to keep it clean, we'd prefer to do something that's not like that. But I don't know yet. Just, you know, where we ultimately go. Got it.

Craig Kuchera - (00:22:13)

And just one more for me, you know, just in the process of raising capital around this Paramount transaction. You know, I know you're looking for other third party sources of capital. Has that opened up any potential partners for rpt? Because I believe like in the past you've said that you are looking for a third party to sort of jumpstart the company.

Michael Nirenberg - Chief Executive Officer - (00:22:34)

Yeah, I mean, the amount of conversations we as a firm have and when you think about the firm, I can tell you whether it be at the rhythm level, whether it be at the, you know, even Crestline, which hasn't closed. We expect that deal to close on December 1 or even at the Sculptor level. There's a lot of what I would say cross pollinate pollinization around the firm as we have a ton of conversations with LPs and other partners. So this deal has opened up conversations that truly, you know, we wouldn't have had six months ago. So we're super excited about that. There's a ton of opportunity. If we wanted to fund this entire Paramount deal yesterday with third party capital, we could do that in a heartbeat. You know, it's just how do we think about as an organization maximizing returns for our shareholders? Okay, thanks.

Craig Kuchera - (00:23:27)

That's it for me.

Michael Nirenberg - Chief Executive Officer - (00:23:29)

Super.

OPERATOR - (00:23:31)

That concludes our question and answer session. I will now turn the call back over to Michael Nirenberg for closing remarks.

Michael Nirenberg - Chief Executive Officer - (00:23:37)

Great. So thanks for dialing in and guys, appreciate the questions. Again, just to be clear, we're going to do anything and all we can to figure out a way to grow earnings in the company. Not just grow the company, but grow earnings in this company. We do feel that the equity is fundamentally mispriced. I think, you know, to some of the questions, we heard a number of these REITs have equity that's fundamentally mispriced. The difference here is we do not have any legacy issues and it should be onward and upward. We'll keep you posted, you know, throughout the quarter and other things that we're doing around the company. And if you have any questions, don't hesitate to follow up with that. Happy Halloween. Have a great weekend and look forward to updating everybody soon.

OPERATOR - (00:24:23)

Thank you, ladies and gentlemen. This concludes today's call. Thank you all for joining. You may now disconnect.