CTO - NYSE

Ladies and gentlemen, thank you for standing by. Welcome to CTO Realty Growth Third Quarter 2025 Earnings Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would like now to turn the conference over to Jenna McKinney, Director of Finance. Please go ahead.

Good morning, everyone, and thank you for joining us today for the CTO Realty Growth Third Quarter 2025 Operating Results Conference Call. Participating on the call this morning are John Albright, President and Chief Executive Officer; Philip Mays, Chief Financial Officer; 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 discussed 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. We delivered another quarter of strong operating performance driven by the strength of our leasing activity. Year-to-date through September 30, we have completed 482,000 square feet of overall leasing activity, including 424,000 square feet of comparable leasing at a weighted average base rent spread of 21.7%. Contributing to this leasing performance was our third quarter in which we executed 143,000 square feet of new retail leases, renewals and extensions at an average base rent of $23 per square foot. This includes 125,000 square feet of comparable leases, a 10.3% base rent spread. Notably, just after the quarter, we signed a significant lease at the Shops at Legacy, a 243,000 square foot mixed-use lifestyle center located in Dallas, Texas. I will share more details on this lease and the Shops at Legacy shortly. We also continue to make progress on backfilling our 10 anchor spaces. Six of the 10 vacant anchor spaces have been leased, and we remain in active negotiations for the remaining 4. To date, we are encouraged by the rental upside and value creation these 6 leases represent and expect the new tenants to increase foot traffic relative to the former tenants. Furthermore, we remain on target to achieve our goal of positive cash leasing spread of 40% to 60% across these 10 anchor spaces, and we look forward to providing additional updates on our progress. More broadly, as of today, our signed-not-open, or SNO, pipeline stands at $5.5 million, representing approximately 5.3% of annual cash base rents in place as of quarter end. We believe that this pipeline positions us for meaningful earnings growth with approximately 76% of our ABR from the SNO pipeline anticipated to be recognized in 2026 and 100% in 2027. Now I would like to share some exciting updates related to the Shops at Legacy. Just after the quarter end, we signed a 30,000 square foot lease with a co-working operator expected to open by year-end 2026. This lease, along with the 20,000 square foot private members-only social club that we signed in the third quarter of 2024, substantially fills the space formerly leased to WeWork, marking a meaningful inflection point in our re-leasing efforts. In addition to these large leases, over the last 2 years, we have signed smaller shop leases for an aggregate of nearly 60,000 square feet for various restaurants, fitness and retail concepts that we believe will further increase the vibrancy of the center. Today, reflecting all this leasing activity, the lease percentage of Shops at Legacy stands at approximately 85%. Now moving to a recent agreement that we signed to acquire a shopping center in South Florida. This is a property that I mentioned on our last call that we were targeting. We believe this shopping center offers value-add potential that aligns well with our leasing and operating strength and presents an opportunity to both acquire the asset at an attractive initial yield and drive long-term value creation through lease-up of acquired vacancy. We expect to close this transaction before year-end and look forward to providing more details when we close. From a financing perspective, as Phil will discuss in more detail, we recently termed out some debt and refreshed our revolving credit facility, providing enhanced liquidity. This will give us the ability to initially acquire the South Florida property using our line of credit. Ultimately, though, we anticipate funding this acquisition by recycling an asset around year-end. Overall, we are pleased with our leasing progress and the value creation underway as we continue to execute our strategic priorities. And with that, I will hand the call over to Phil.

Thanks, John. On this call, I will discuss our balance sheet, earnings results and updated full year 2025 guidance. Starting with the balance sheet. Just before quarter end, we closed $150 million in term loan financings, including a new 5-year $125 million term loan maturing in September of 2030 and a $25 million upsizing of our existing term loan maturing in September of 2029. Both term loans bear interest at SOFR plus a spread based on our leverage ratio. At closing, we utilized existing SOFR swap agreements, resulting in an initial fixed interest rate of approximately 4.2% for both loans. In March of 2026, when certain of these applied SOFR swap agreements expire and are replaced by other existing forward swap agreements, the interest rate for both loans will adjust to approximately 4.7% based on the company's current leverage ratio. The proceeds from these new term loan financings were used to retire a $65 million term loan scheduled to mature in March of 2026 and to reduce the balance on our revolving credit facility, providing enhanced liquidity. Reflecting this financing, we ended the quarter with approximately $170 million of liquidity, consisting of $161 million available under our revolving credit facility and $9 million in cash available for use. Additionally, we have recently repurchased $9.3 million of common stock at a weighted average purchase price of $16.27 per share. These repurchases consisted of $4.3 million towards the end of the third quarter to close out our previous $5 million repurchase program and $5 million in October under our recently announced $10 million common stock repurchase program. Reflecting this quarter's balance sheet activity, we ended the quarter with net debt to EBITDA of 6.7x, a slight improvement from 6.9x at the end of the second quarter. Further, we anticipate additional deleveraging as we successfully re-lease our vacant anchor boxes and tenants in our signed-not-open pipeline commence paying rent. And notably, with our recent completed term loan financing, we now only have $17.8 million of debt maturing in 2026. Moving to operating results. Core FFO was $15.6 million for the quarter, a $3 million increase compared to $12.6 million in the comparable quarter of the prior year. On a per share basis, core FFO was $0.48 per share compared to $0.50 per share in the comparable quarter of the prior year. The change in core FFO per share reflects a reduction in leverage that took place from late third quarter of 2024 through the end of 2024 when we reduced net debt to EBITDA by approximately a full turn. With regard to same-property NOI, our same-property NOI increased 2.3% during the quarter. This growth was driven by leasing activity across our portfolio, in particular, at Beaver Creek with Onelife Fitness replacing the former theater, along with strong small shop leasing at West Broad Village, Plaza at Rockwall and Ashford Lane. Turning to guidance. We are raising both our core FFO and AFFO outlook for the full year of 2025. Our new core FFO range has increased to $1.84 to $1.87 per diluted share from the previous $1.80 to $1.86 per share. And our new AFFO range has increased to $1.96 to $1.99 per diluted share from the previous $1.93 to $1.98 per diluted share. And with that, operator, please open the line for questions.

[Operator Instructions] The first question comes from Rob Stevenson with Janney Montgomery.

Phil, What's the pro forma debt-to-EBITDA look like once you complete the Florida acquisition and sell the existing asset and the near-term signed but not commenced leases start to drive revenue?

Yes. So as John discussed on the call, the Florida asset will be temporarily parked on the line, and we have plenty of liquidity there and capacity to do so, but will ultimately be funded with recycling and should not significantly change debt to EBITDA. The signed-not-open pipeline as it stands today, just coming online, would take off about half a turn as it comes online.

Okay. And what is the timing of the bulk of that revenue? Is that -- are you going to see any material amount in the fourth quarter? Is that a first or second quarter '26 event? How should we be thinking of that when we play around with our models in terms of when the bulk of that $5-plus million starts hitting revenue?

It's going to start beginning of next year. The pipeline is $5.5 million of base rent. I think we said 75% of that is going to be recognized next year, so about $4 million. And the way I would ramp that up is about $0.5 million in the first quarter, $1 million in the second and $1 million in the third and then about $1.5 million in the fourth, so kind of growing throughout the year to a total of about $4 million as the pipeline stands today or about 75% of the pipeline with all of it being recognized in '27, everybody should be as currently projected operating in space, paying cash rent by the end of '26. So you get the full $5.5 million in '27.

Okay. That's helpful. And then, John, where is your most significant vacancy today that's not either under contract, letter of intent or pretty far down the road where you still have some work to do? Where is the opportunity for you guys, right now?

Yes. We have a 40,000 square foot vacancy at Carolina Pavilion. We've gone through a couple tenants -- prospective tenants where they were going to take so long that we decided to switch tack. And so we're kind of going down a route of either splitting the box or talking to a couple of different groups about taking the whole box again. So we've had some false starts with some groups that are just going to be really torturous as far as how long they're going to take to get through the process. And then that's really the largest vacancy and then we have a little bit left to go at Legacy, but not too much. So that's where our focus is.

All right. And then last one for me. You've got about $45 million of structured investments that are -- have maturity dates in the first part of '26. When you take a look at those today, are those likely to be redeemed around that point in time? Or are those likely to be extended? How are you guys thinking about that as the preferred -- I think it's Watters Creek and Founders Square.

Yes. Founders Creek will pay off. Watters -- I'm sorry, Founders Square will pay off and Watters Creek may extend, but may just pay off as well. So we're seeing where that plays out, just depending on their -- how they look at capitalizing that property going forward.

And the next question will come from Matthew Erdner with JonesTrading.

You guys touched on what I was going to ask a little bit with the Florida acquisition, but I'm just trying to think about how you guys are going about capital allocation moving forward kind of between buybacks and structured investments. Given where the stock is trading, are you guys going to continue to buy back shares down at this level?

Yes. So I mean, clearly, we're going to do as much as we can, given our credit facility sort of restrictions. So absolutely, given the stock price kind of where we're trading below a 9 multiple and 5-year lows and almost a 10% dividend yield, it's fairly ridiculous. So clearly, the best acquisition investments is our own stock.

Got it. And then as a follow-up to that, do you guys have any restrictions on investing more into PINE? And if not, is that something that you guys are considering doing just given that, that stock price is trading at similar multiples?

Yes. So we do have a little bit more room there without hitting our restrictions on what we can own of PINE. And of course, we're opportunistic. So just depending on what happens with the stock price there. But clearly, right now, feel like CTO is the double discount.

And the next question will come from Craig Kucera with Lucid.

You've been pretty active on the structured finance side at PINE. Are you seeing any pickup in potential loans that work for CTO? Or are property investments really more compelling right now?

Yes, not so much at CTO. As you mentioned, we're seeing it more at PINE. Given that the CMBS market has come back very strong for the shopping centers, seeing less need for structured finance there, but we're certainly keeping our eye out there. So yes, that's kind of where the market is right now.

Got it. Changing gears, you have a decent amount of leases expiring here in the fourth quarter, I think about 3% of ABR, one is an anchor. Can you talk about your expectations there?

Yes. We're not really seeing any risk as far as nonrenewal. As you know, a lot of these acquisitions had tenants way below market rent and some that we'd like to get back and replace with higher rents. But yes, there's no risk that we're kind of seeing out there on the renewal side.

Okay. Got it. Congrats on the Shops at Legacy leasing. I think that's been -- there's been some vacancy there for a while. Can you give a sense of how additive that is to the signed-not-open pipeline?

Yes, I'll let Phil touch on that. But yes, it has been a long time, longer than we would like, of course. And one thing that, that's going to bring to the property that people kind of miss out on a little bit is a lot of vibrancy, a lot of bodies coming in. And it's going to -- even though the restaurants have done really, really well on the leasing without that, just having that component for that property is really going to be an enhancement. But I'll let Phil talk about that.

Yes. Out of the entire signed-not-open pipeline of $5.5 million, Legacy is close to $1 million of that, Craig. In particular, the private members club and then the co-working lease that we just signed in October, those 2 in particular.

Okay. And just one more for me. Any change to the credit watch negative list? I know we've talked about maybe home goods or some of those things, but any change there?

Not this quarter. No, same sort of tenants. And if anything, kind of credits have gotten a little better, I think.

And our next question is going to come from Gaurav Mehta with Alliance Global.

I wanted to ask you on the nonrecurring items. I think you reported $0.5 million of nonrecurring this quarter and also raised your G&A guidance a little bit. Just want to get some color on what those items were.

Yes. So on the nonrecurring, those kind of tend to run -- fluctuate between $100,000 and $300,000 a quarter, generally averaged around $250,000. You're correct, it was closer to about $0.5 million, I believe, this quarter. So it was slightly elevated. And we tend to get a quarter like that every 3 or 4 quarters, it kind of tends to pop up to that number. But generally, for like a good run rate, it's typically closer to $250 million. G&A, I think, for the fourth quarter will be similar to this quarter, if you're just looking to model that.

Okay. Second question I have is on tenant improvement allowances. It seems like it was higher this quarter than last few quarters. How should we think about that line item as you sign new leases?

Yes. So it was very light in the first half of the year. That volume and that size kind of tends to fluctuate as anchors get moved in and complete their construction and get open. So this quarter, you had Onelife at Beaver Creek, and they have to support -- provide invoices and stuff. So they can get in and get open. But by the time we reimburse them, it can lag a little. But you had Onelife at Beaver Creek. You had Boot Barn and Barnes at Rockwell. So it was elevated this quarter. Currently, I would expect the fourth quarter to also be elevated and be similar to the third quarter. But again, that's just going to depend on timing on individual anchors and when they get open and when they get their paperwork submitted for their TI reimbursements. But we do have a lot of anchors lined up, and I would expect the fourth quarter to be pretty elevated again.

Okay. And then lastly, on the asset recycling that you talked about to fund the acquisition. Is that expected to happen this year or that's expected to happen next year?

We think that something will happen this year, but you just never know as far as some things kind of come up and need extensions and so forth, but we're probably at the end of the year.

And the next question comes from John Massocca with B. Riley Securities.

As you think about the anchor box re-leasing in the $4 million to $4.5 million of potential new base rent there, how much of that is already set with the 6 leases you've closed? And how much is still contingent on the 4 leases that you're negotiating or trying to close here in the next couple of months?

Yes. So out of the anchors, the 6 that are done, about -- they represent about $2.5 million currently. So with the ones that are left, that would be a remaining $2 million.

Okay. And then maybe switching gears a little bit on the investment front. Anything else in the pipeline you're seeing that might close in 2025 beyond the kind of Florida shopping center transaction you talked about earlier?

Given that we're getting kind of tight on time, I wouldn't expect it, but we're not also kind of -- if one of the things that we're looking at, we are bidding on quite a bit of assets that we like, but not sure how competitive we'll be, but we're certainly saying that we can close by year-end if it's important for a seller. So hopeful, but I wouldn't expect an additional one.

Okay. And then in terms of 2026, what's the acquisition environment look like today? And I guess maybe to the extent you would do new investments, how do you think about funding it? And is there additional assets within the portfolio that you think are targets for capital recycling beyond the assets you're going to use to fund the Florida acquisition?

Yes. I mean that's the easy part. If we find a good acquisition candidate, we do have some stabilized assets given how much leasing we've done over the last couple of years. And so taking advantage of that lower cap rate sale, maybe slower growth asset and recycling into kind of value-add, higher growth asset, higher yielding. So we definitely have a nice pipeline of potential sale opportunities. I just want to match that up with something we feel really good about.

You think the Fidelity property or the New Mexico property is a potential candidate for that capital recycling, either for the acquisition we talked about earlier on the call or 2026 investment activity?

For sure. We just need to get the lease settled up with the state and then it will be in condition to sell. So that's probably early '26. I think maybe previously this year, I mentioned late this year, but it takes a while to settle the lease expansion and so forth. So we're probably looking at early '26 on selling that asset. But yes, that's definitely a candidate.

Okay. And then lastly, the Shops at Legacy, the kind of remaining square footage to be leased once you bring in the co-working tenant, what kind of is that? Just big picture, is it all kind of small shop space? Is there any kind of anchor space still left in that property? Just kind of curious what that looks like.

Yes. It's more small shop space that we've gone through literally 3 different tenants that we just didn't get there, whether we didn't like their financials or too much TI. So we're being a little picky on it. And then we have a little bit of WeWork space left, but we feel like the -- when the private club opens, they express some interest that, that might be an expansion opportunity for them. So everything is very manageable. We're just trying to kind of be picky about who we put in.