CTO - NYSE

Good day, and thank you for standing by. Welcome to CTO Second Quarter 2025 Earnings Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to turn the conference over to your speaker for today, Jenna McKinney. Please go ahead.

Good morning, everyone, and thank you for joining us today for the CTO Realty Growth Second Quarter 2025 Operating Results Conference Call. Participating on the call this morning are John Albright, President and CEO; Philip Mays, CFO; and other members of the executive team that will be available to answer questions during the call. I would like to remind everyone that many of our comments today are considered forward-looking statements under federal securities laws. The company's actual future results may differ significantly from the matters discussed in these forward-looking statements, and we undertake no duty to update these statements. Factors and risks that could cause actual results to differ materially from expectations are disclosed from time to time in greater detail in the company's Form 10-K, Form 10-Q and other SEC filings. You can find our SEC reports, earnings release, supplemental and most recent investor presentation on our website at ctoreit.com. With that, I will turn the call over to John.

Thanks, Jenna. Once again, we delivered another quarter of strong operating results driven by continued leasing momentum. During this quarter, we signed approximately 227,000 square feet of new leases, renewals and extensions at an average cash base rent of $25.43 per square foot, including 190,000 square feet of comparable leases at a 22% cash rent spread. Year-to-date, we have now completed 339,000 square feet of leasing, including 299,000 square feet of comparable leasing at a 27% cash rent spread. Given the robust leasing fundamentals at our shopping centers located in faster-growing business-friendly MSAs within the Southeast and Southwest, we are making considerable progress regarding the unique mark-to-market opportunity on the 10 anchor spaces we have been discussing. With Party City and JOANN's having wound down their operations and vacating in the second quarter, we now have full control of all 10 of these spaces. Furthermore, because of our proactive leasing efforts, 6 of the 10 anchor spaces are resolved with new leases executed for 5 of them and one of the leases is signed. The new anchors include Burlington, 2 Boot Barns, Bassett Furniture, Slick City Action Park and Bob's Discount Furniture, all concepts that will drive more foot traffic compared to the former tenants that we're replacing. Additionally, we are in active lease negotiations for the remaining 4 anchor spaces and look forward to announcing additional leases upon execution. Overall, we remain on target to achieve a positive cash leasing spread of 40% to 60% in total for these 10 anchor spaces. Notably, with our leasing activity this quarter, our signed not open pipeline now stands at $4.6 million, representing a 4.6% of in-place cash rents. This pipeline of completed leasing along with anticipated leasing for the remaining 4 anchor spaces will provide the company with earnings tailwinds going into 2026. Further, we are continuing to see strong leasing momentum from high-quality retailers and are excited about ongoing lease negotiations. One last leasing note. Our property portfolio consisting of 5.3 million square feet was 93.9% leased and 90.2% occupied at the end of the quarter. On the investment front, we remain disciplined in our underwriting of both property acquisitions and structured investments and currently have a healthy pipeline of potential acquisitions. Specifically, we have one shopping center on our sites. This asset is located in one of our core target markets and has value-add attributes that align with our leasing and operating strengths, providing the opportunity to acquire the asset at an attractive yield and create additional long-term value. We are optimistic about getting this asset under contract and we'll provide an update next quarter. Additionally, as previously mentioned, we are considering recycling some of our stabilized assets, which could be a part of the funding for future acquisitions. Now I would like to briefly discuss the exciting progress taking place at 3 of our properties. Starting with Carolina Pavilion, a 694,000 square foot regional power center located in Charlotte, North Carolina that we acquired in August 2024. Since acquisition, Ulta, Sierra Trading and Academy Sports have all opened at this center, significantly increasing its vibrancy. Additionally, this property includes 4 of the 10 anchor spaces I discussed earlier. All 4 of these were identified in underwriting as value-add opportunities having significantly below market rent. Of these 4 spaces, 2 have already been leased, and we are in active lease negotiations for the other 2 spaces. After capturing the upside on these 4 anchor spaces, we expect to achieve an unlevered double-digit yield on this property. Moving to the Plaza at Rockwall, a 446,000 square foot center located in a desirable suburb of Dallas, Texas. Late last year, Staples lease at the center expired with no remaining contractual options. Staples wanted to stay at the center, but we received strong tenant interest and ultimately signed a lease with Barnes & Noble. Barnes & Noble is on schedule to open their new format here in the fall. Additionally, the center includes a former space leased to JOANN's before they vacated in the second quarter. Our proactive leasing efforts also enabled us to execute a timely lease with Boot Barn, which is working hard to get open prior to year-end. Similar to the Carolina Pavilion, these spaces were identified as having significantly below market rent and upside in our underwriting. And combined, we are achieving 86% cash rent spread on them. Now to our last significant noncore asset, a 210,000 square foot office property located in Albuquerque, New Mexico. This asset is currently fully leased and occupied by Fidelity. However, we are finalizing the lease amendment to reduce Fidelity's space to approximately half the building around the end of November. Their lease on the remaining space has an initial maturity of 2028 with two 5-year extensions. This amendment provides us with the opportunity to sign a new 10-year lease with the state of New Mexico, which will backfill a majority of the space vacated by Fidelity. Accordingly, this property will soon have 2 credit tenants and a longer weighted lease term, increasing both its value and marketability. Again, we are pleased with our leasing activity and progress as we begin to realize the embedded upside in our assets. And with that, I will now hand the call over to Phil.

Thanks, John. On this call, I will discuss our balance sheet, earnings results and full year 2025 guidance. Starting with the balance sheet. This quarter, as previously disclosed, we fully settled our 3.875% convertible notes, which had an outstanding balance of approximately $51 million and a stated maturity of April 15, 2025. These notes were partially settled slightly prior to maturity with a series of privately negotiated transactions with certain note holders for a combination of cash and newly issued common shares and the remaining principal balance was settled with cash on the maturity date. Ultimately, the convertible notes were retired in full for approximately $71.1 million, consisting of $50.1 million of cash and $21 million of common equity. This repayment did result in an extinguishment of debt charge of approximately $20.4 million and consistent with past practice and our definition of non-GAAP measures, it was excluded from our computation of both core FFO and AFFO. After settlement of our convertible notes, we ended the quarter with $606.8 million of debt, of which just $74 million or 12% is subject to floating interest rates based on SOFR. As you may recall from our prior earnings call, when interest rates temporarily dropped in April in connection with the initial tariff announcements, we executed SOFR swaps, fixing SOFR for $100 million of principal at a weighted average rate of 3.32% for 5 years effective April 30. These swaps were applied to borrowings outstanding on our revolving credit facility, reducing our floating rate exposure and the applicable interest rate on $100 million by nearly 100 basis points to just under 5% based on our current leverage and pricing tier. We ended the quarter with almost $85 million of liquidity, consisting of $76 million available under our revolving credit facility and approximately $9 million in cash available for use. Similar to last year, we will look to close a new term loan towards the end of the third quarter or early in the fourth quarter and use the proceeds to reduce the outstanding balance on our revolving credit facility and increase liquidity. One last balance sheet note. We ended the quarter with net debt to EBITDA of 6.9x, an improvement from 7.5x from a year ago, but up a bit from 6.3x at the beginning of the year. The change from the beginning of the year was due to 2 items: First, the approximately $80 million acquisition of Ashley Park in the first quarter; and second, the earnings associated with the 10 anchors that vacated between last year and the second quarter that John discussed. Accordingly, as these anchors and other tenants in our signed not open pipeline open and commence paying rent, it will assist in deleveraging. Moving on to operating results. Core FFO was $14.7 million for the quarter, a $4.3 million increase compared to $10.3 million in the comparable quarter of the prior year. On a per share basis, core FFO was $0.45 for the quarter, consistent with the comparable quarter of the prior year. The consistency of core FFO on a per share basis despite the $4.3 million growth in core FFO is primarily due to our reduction in leverage from a year ago. Now to guidance. We are reaffirming our full year 2025 per share outlook for core FFO of $1.80 to $1.86 and AFFO of $1.93 to $1.98. The assumptions underlying this outlook remain consistent with those previously provided. While we have completed a significant amount of leasing and built a $4.6 million signed not open pipeline, it does take some time for tenants, particularly anchors to get open and commence paying rent. Accordingly, the related earnings from this pipeline will become more noticeable as we move through the fourth quarter of the year. And with that, operator, please open the line for questions.

[Operator Instructions] And our first question will be coming from the line of Gaurav Mehta of Alliance Global Partners.

I wanted to ask you around your comments around Fidelity Office property where you mentioned they are vacating half of that and you have State of Mexico coming in. Can you provide some more color on what happened with that property as far as Fidelity exiting half of that? And do you expect any CapEx associated with State of Mexico?

Sure. So the building -- when Forest City built the building for Fidelity, it was built in 2 separate sort of building structures. So Fidelity could have the flexibility to downsize and bring in another tenant. And that's actually kind of what's happening. Fidelity is going to pay us a payment for that downsizing. And then at the same time, we did get lucky that state of New Mexico had a very big demand for more modern space to bring some agencies out of some older facilities. And so they are extremely happy about locating here and have moved very fast in this process. And I wouldn't be surprised if they take additional space in the future. So that's going to allow us to monetize this asset probably late this year or early next year after we get everything settled down. But yes, it's going to be a good situation for us.

Okay. Second question I have is around acquisitions. I think you mentioned that you are looking at one shopping center for a potential acquisition. And if you were to acquire that property, should we expect leverage to go up in the near term to fund that acquisition?

Maybe in the near term. But as I mentioned, I think last earnings, we are looking to recycle some assets. So we would not see the kind of leverage after recycling tick up at all.

Okay. And then lastly, can you remind if you have any dispositions in your guidance?

Yes, there's no dispositions in the current guidance.

And our next question will be coming from the line of Rob Stevenson of Janney Montgomery.

Are the Fidelity and the state of New Mexico leases, are those second quarter leases or are those third quarter leases?

The Fidelity is -- so we have an agreement with them to downsize. We're still working through the exact square footage there. So it's going to be approximately half, but just have to work through kind of the common areas and stuff like that, the lobby and all to make sure that it works for both tenants. So it's not 100% finalized, but it's substantially done, and we do have an agreement in place. It's just fine-tuning the layout and the exact square footage. And then the state of New Mexico was signed and it was this quarter.

Okay. So that was in the 226,000 and changes of leasing that you reported for the second quarter?

It is not. If you look at our leasing spreads and all, that is just retail leases. We sporadically have some office leases here and there that aren't just representative of the majority of our portfolio. And so as we disclosed on that schedule, it does exclude those. So that was not in there.

Okay. And then at this point, given that we're a month into the third quarter, any significant leasing that you guys have signed thus far? And where does the signed not open pipeline sort of sit today versus the $4.6 million at June 30?

I mean, we're working on a fair amount of leases. Again, actually, if you take all of our vacancy that's remaining, we're negotiating either LOIs or leases on majority of the remaining vacancy. So we're just not there yet. I would say probably the next 60 days is kind of where things will be getting signed.

Okay. And then you talked about potentially doing some dispositions. Basically, I think that the next or the first of the structured investments doesn't come due until -- I think there's one in March and one in April. Any thoughts that those guys might pay off early And/or would you wind up selling any of the structured investments in lieu of stabilized assets?

Yes. I mean they could pay off early. I don't really see them paying off anytime soon. And then we're not really seeing any structured finance investments right now. We're really seeing some good quality sort of core acquisition opportunity. Yes, so they could monetize early if we wanted to or needed to, but I don't see that happening.

And the next question will be coming from the line of Matthew Erdner of JonesTrading.

So it seems like you're still seeing a lot of strength on the leasing side. Could you kind of talk about how those processes go? And then with those kind of 4 that aren't signed yet that have multiple offers or maybe multiple tenants that want to go in, how you guys are kind of evaluating the credit and which tenant you guys want to go in that spot?

Yes. Thanks for the question. I mean, look, we're pleasantly surprised at the strength of leasing and the tenants that we're talking about are kind of household names. So good credits. I think where it becomes a little bit more challenging is we do have other tenants that are interested. And if you split a box and bring in 2 tenants, maybe you make more money, but it costs more money, takes a little longer. So it's kind of high-class problems, but we're really going with more easier sort of solutions with credit, and it will be a little faster. But having said that, nothing happens fast these days. Just a lot of -- these lease negotiations have been taking quite a bit of time as these tenants have a pretty full deck of other leases that they're working on as well. So it's just -- the process is elongated these days, but the good news is we have a lot of good options on the leasing side. And as mentioned, given that out of our vacancy that we're really talking to about almost 70% of it that we're negotiating one form or the other, it's great to see.

Yes, that's great. And then you mentioned the kind of the process with it taking long. And then kind of on that turnover with the 94% to be recognized next year, what do you see as risks that would cause less than 94% to be recognized in '26?

The good news is, as you know, on our acquisitions, we've been buying properties with low embedded lease rates. So the mark-to- market is fairly opportunistic and would be terrific to have happen. So we're not really concerned about lease rollover because it's more opportunity if unexpectedly tenants do not stay in the spaces. So it's nothing that kind of keeps us up at night, if you will.

I got it. And then one last quick one for me. going to the structured investment book on that construction loan, there's only $29 million or $29.6 million in unfunded commitments. There's no other additional unfunded portions on additional loans.

Correct. And if you look at our investor deck, we have a little bit of an updated photo of the Whole Foods anchored site there that we're doing the construction loan at collection, which, as mentioned before, that's almost like a shadow acquisition pipeline for us because we have the right to acquire that and the developer is building to sell. So it would be nice to have that option to buy that and bring that into collection.

And the next question will be coming from the line of John Massocca of B. Riley.

So as I think about the physical occupancy, the decline kind of quarter-over-quarter, is there anything other than maybe some of the moving pieces around the retenanting of the anchor boxes and the Staples to Barnes & Noble conversion that you called out that was driving that? Just any other color there would be helpful.

No. It's really what we've talked about for some time now. It's all the usual suspects as far as that went bankrupt in the industry, Party City, JOANN's, Conn's. So it's really just dealing with big lots, dealing with those -- so nothing out of the ordinary of what's been talked about in the industry.

Was the Staples to Barnes & Noble conversion in those numbers? Or was that a seamless transition or something that's going to occur in like 3Q, 4Q?

Yes. So this quarter, the real driver was JOANN's and Party City. Party City left at the very beginning of the quarter, JOANN's kind of in the middle. The Staples, their lease goes until, I believe it is November. And so that will happen in the fourth quarter, John, where they will vacate. So the dip of 80 bps or so this quarter was largely JOANN's and Party City.

And any kind of temporary loss of rent there as it transitions to Barnes & Noble? Or is that something that -- because of the demand for that space because you had a tenant in place that it should be pretty seamless?

There'll be a little downtime towards the very end of this year or early next year, but it will not be in an extended period of time.

Okay. And then I know we talked about the Fidelity leasing situation, a decent amount. But just am I right in interpreting that -- and the negotiations are still ongoing, but am I right in interpreting that there could be a potential lease termination fee paid to you as a result of this? And understanding you're trying to dispose of the asset at some point here in the coming quarters, is the rent that you're getting from the building going to be relatively the same once you split it into 2 tenants? Or is there any kind of change in rent around reducing the size for Fidelity and bringing in the state of New Mexico.

Yes. So 2 pieces there. Fidelity will make a payment to us, John. The way the accounting will likely work on that is it will just get blended in with their rent on the half that they maintain and keep for several years. So don't expect to see like a pop to miscellaneous income or anything in the fourth quarter related to a big term fee, and that is not baked into the guidance. It will just generally kind of be the way GAAP will treat that, even though we'll get a nice little cash payment in the fourth quarter, is it will just blend it in with the rent on the remaining space over the remaining term. What was the other part of your question, the second part again?

And just what's kind of the rent going to be going forward post that...

There won't be a roll down in rent there. There'll just maybe be a little bit of downtime, but there will not be a roll down in rent.

And then lastly, on the potential shopping center acquisition you talked about, should we expect term loan financing to kind of come either before or maybe around that transaction? Do you view those kind of as being one in one? Or is that something where you feel comfortable taking more on the line? And I think you said 3Q, 4Q for executing on the term loan. But I just kind of was wondering how related financing might be to closing that transaction.

Yes. I mean the timing may not line up right on top of each other. But based on conversations we've had with our bank group, we don't have any concerns about terming that out. So we'll just want to make sure we get the best execution there that we can get. It would be great to kind of have a similar time line there to keep a little more liquidity on the line, but there could be just a little bit of period of time there where the acquisition comes down before the new term loan and/or disposition gets completed. But there won't be a large gap there.