CTO Realty Growth, Inc. (CTO) Earnings Call Transcript & Summary

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

Good morning, everyone, and thank you for joining us today for the CTO Realty Growth First Quarter 2025 Operating Results Conference 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. I am pleased to share that CTO produced another strong quarter across all areas of our business, once again driven by investment volume and leasing activity. Beginning with investment activity during the quarter, we acquired Ashley Park for $79.8 million at the going-in cash cap rate near the high end of our guidance range. . Ashley Park is a 559,000 square foot, open-air, lifestyle center located in Newnan submarket of Atlanta, anchored by well-known national brands. Further, Ashley Park has many of the attributes we look for in acquisitions, including lease-up potential, in place below-market rents in a basis significantly below replacement costs. More specifically, we have active tenant interest for nearly half of the approximately 40,000 square feet of vacancy, approximately 200,000 square feet of the shop space paying below market rent, of which 100,000 square feet have no contractual options. And our acquisition basis is approximately $140 per square foot. Accordingly, we are encouraged by the opportunity that this center provides to grow NOI. In addition, we continue to have a strong pipeline of potential acquisitions across our target growth markets in the Southeast and Southwest. On the leasing front, we signed more than 112,000 square feet of new leases, renewals and extensions at an average rent of $24.14 per square foot, almost 25% higher than our in-place portfolio average of $19.41 per square foot. Our leasing results continue to demonstrate the strong tenant demand for our high-quality properties within our markets. I would now like to provide an update on our anchor leasing activity. As you may recall, we have a unique mark-to-market opportunity related to the 10 anchor spaces that were leased to several tenants that filed for bankruptcy nearly end of 2024 and early 2025. One of these spaces, a former JOANN's at Price Plaza in Houston is in line to be assumed by a national retailer pending court approval. With regards to the other 9 spaces, we have executed leases for 2, expect to have 2 more leases shortly and are actively in discussions for the remaining 5. Accordingly, our releasing outlook for these anchor spaces remains positive, and we still expect to achieve a positive cash leasing spread of 40% to 60% in total. We also continue to make progress with respect to our 10 acres of undeveloped land adjacent to our shopping center and collection of Foresight located in Atlanta. Lease negotiations continue to progress here in addition to anchor spaces, and we look forward to providing more lease updates in the near term. At quarter end, our portfolio was 93.8% leased and 91% occupied. Our signed not open leasing pipeline now stands at $4 million of annual base rent representing 4% of cash rents at the quarter end. The rent commencement associated with this pipeline will be weighted towards the second half of 2025 and along with our anchor re-leasing will provide a strong tailwind going into 2026. Finally, I want to provide some comments relating to the recent tariff uncertainty. While there is little visibility today on the ultimate resolution, CTO is positioned well with high-quality properties in growing markets in a well-diversified tenant base. We will continue to monitor the situation as it evolves across the tenant landscape and remain focused on executing our strategy to deliver growth for our shareholders. 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. At quarter end, we had approximately $604 million of debt with $120 million or 20% subject to floating interest rates based on SOFR. However, in April, when interest rates temporarily dropped in connection with the initial tariff announcements, we executed 2 SOFR swaps, fixing SOFR for $100 million of principal at a weighted average rate of 3.32% for 5 years beginning April 30. These swaps are initially being applied to $100 million of borrowings currently outstanding on our revolving credit facility, reducing the applicable interest rate by nearly 100 basis points from approximately 5.8% at quarter end to approximately 4.8% based on our anticipated leverage and pricing tier. Turning to our convertible notes. Our 3.875% convertible notes with an outstanding principal balance of approximately $51 million matured on April 15. As previously discussed, due to our common stock price and dividends paid over the term of these notes, they required settlement at a premium. In early April, prior to maturity, we completed a series of privately negotiated transactions with several of the noteholders to settle their holdings with a combination of cash and newly issued common shares. At maturity, we paid off the remaining holders solely in cash. This strategic approach permitted us to generally settle the face amount of these notes in cash and the premium in shares. Ultimately, the convertible notes were retired in full for approximately $71.2 million, consisting of $50.1 million of cash and $21.1 million of common equity. This repayment resulted in an extinguishment of debt charge of approximately $20.5 million that will be recorded in the second quarter. Consistent with past practice charges related to the extinguishment of debt are excluded from our computation of both core FFO and AFFO. One last balance sheet note. We ended the quarter with net debt to EBITDA of 6.6x. While this is slightly elevated from last quarter end as a result of the Ashley Park acquisition. It is still a full turn lower than 1 year ago. Furthermore, at the end of this quarter, we had almost $140 million of liquidity and with our convertible notes now extinguished no debt maturing for the remainder of 2025. Moving briefly to operating results for the quarter. Core FFO was $14.4 million for the first quarter, a $3.7 million increase compared to the $10.7 million reported in the first quarter of 2024. On a per share basis, core FFO was $0.46 in the first quarter of 2025, compared to $0.48 in the first quarter of 2024. This change of $0.02 per share is primarily the result of our reduction in leverage and downtime associated with the re-leasing of the anchor spaces. I would like to provide some additional context related to the re-leasing of our 10 anchor spaces that John mentioned earlier, specifically, the timing of when they vacate it that is impacting our 2025 earnings. First, as a reminder, 4 of the spaces were vacated towards the end of 2024. In 2025, our 3 Party City locations paid rent through March before vacating and our 3 JOANN's locations paid rent through April. We recently got back 2 of our JOANN's and a lease with the third, as discussed, may be assumed by national retailer. This timing is in line with what we expected and is reflected in our guidance. Similar to last quarter, Page 8 of our investor presentation summarizes the status and leasing upside related to these anchor spaces. Now on 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 initially provided. And with that, operator, please open the line for questions.

[Operator Instructions] And our first question comes from R.J. Milligan of Raymond James.

John, I was wondering if you could give us a little bit more detail on the anchor space negotiations. I'm curious if any of the recent volatility has maybe put a pause in retailer discussions or if you're seeing any impact there as you're looking to re-tenant those boxes?

Yes. Thanks, R.J. Surprisingly, at lease to me, the leasing activity has been very consistent and very strong. There had not been any sort of back up or pause. Tenants, whether they're public or private or moving forward. And you probably saw the release that Burlington bought a bunch of Party City leases during bankruptcy -- I'm sorry, JOANN's, and so that's just kind of testament that those tenants are moving forward in this market. So, yes, anyway, everything has been very, very good, strong and robust. So we don't see any problems there.

Okay. That's helpful. And then the new lease spreads, obviously a big number in the quarter, and I'm assuming that it was just maybe one big lease that was driving that number higher. But maybe you could give some detail on that.

R.J., this is Phil. There's actually 2 leases, and they made up the bulk of the square footage and the new leases. One of them was replacing one of the anchors that had vacated and another was where we had a tenant who had no options and wanted to stay, but we know we could market up and had someone waiting there and signed a new lease with them. And those 2 leases were really like 54,000 square feet out of the 63,000 square feet of new leasing that we signed, and they drove the leasing spread over 80%.

And so that sort of aligns to the expectation for the pretty healthy spreads on the re-tenant of the boxes. Is that the way to look at it?

Yes. It was on the high end of that.

Our next question comes from Rob Stevenson of Janney Montgomery Scott.

How much CapEx are you guys having to put into those bankrupt tenant spaces that you're in the process of re-leasing or have already signed deals on?

Yes, Rob, it's Phil. So we have -- we included the same slide we did last quarter on Page 8 of our investor deck. And in addition, we say we're rolling those up 40% to 50%. And as I was just discussing with R.J., we were on the high end of that or actually exceeded the high end of that on the one anchor that we signed this quarter. But we also on that same slide disclosed the CapEx, which we say is $9 million to $12 million range that we're on the high end of the CapEx, we expect to be on the high end of the spreads, obviously, and that includes everything landlord work, TIs, commissions, [indiscernible] when we say $9 million to $12 million on that slide.

Okay. And then what is reasonable these days in terms of after you sign the lease, getting these guys to be rent paying? Is it a year? Is it 9 months? Is it longer, depending build-out. How should we be thinking about the sort of time frame? If you announced that you sign somebody in one of these spaces today, how long would it generally be before you start seeing monthly rent?

So basically, I would say a safe number is a year, but we are seeing some tenants that are aggressively trying to get into some of these markets and they're willing to kind of take as is and start really, fairly quick. But in those circumstances for us, it's better to get a higher rent, perhaps better credit and might take longer more to the duration of a year, but a year number.

All right. That's helpful. And then how are you guys thinking about -- you said that you're seeing deals out there. How do you guys think about sort of funding that at the moment. Is that sale of existing assets? And what are your current thoughts on selling the remaining office property? Is there other sort of ways you're thinking about funding stuff with the stock at, call it, $18 or so?

Yes. I mean, look, it's not a large number, so we can handle it internally with our liquidity. But you touched on the office building, the one office building we have left. And that one, we are going to look to sell closer to the end of the year. We're very close to finalizing a lease there. And so that will give us kind of the runway we need to get the best price. So that's something that's an objective for us. . But other than that, we are looking at perhaps recycling some assets into better opportunities, properties that have been stabilized. And given that we're seeing capital come back into the space, as we've talked about in the previous quarters, we're seeing pricing of assets are getting very, very sporty. So there's maybe an opportunity for us to sell a lower cap rate property and recycle into more kind of the higher yielding and opportunistic sort of properties that we've been buying lately. So -- so a little bit of a combination of things.

Okay. And then last one for me. Phil, you said that the 3 Party City paid through March and the JOANN's paid through April, combined, what are those sort of -- what's the ballpark in terms of what they were paying you on a monthly basis that we need to start deducting on a relative basis as we finalize second quarter estimates here?

Yes. So the 3 Party City's combined when you lose the recoveries in all close to $900,000 a year. And the 3 JOANN's, I'll just give you the 2 because we -- it looks like one is going to be assumed. So out of the 2, they were paying actually about $600,000 a year on an annual basis. Yes -- so that would be -- the Party City's were there for the full first quarter and it will be dropping off all 3 JOANN's paid for April, then 2 will drop off. I gave the number of $600,000 on and then even the other one pretty far along.

And our next question comes from Matthew Erdner of Jones Trading.

As we look at the investment guidance, what's going to kind of drive it to that high range. We expect to see some dispositions if we're going to see about $200 million in investments or kind of up at that higher end.

Well, I think that given that we're seeing strong leasing activity that certainly is one component. But as we talked about that, that there is a lag there. And we are seeing -- starting to see a lot more properties coming to market. And so the good news is there's more opportunities out there, value that there's a lot more competitors. But we think we're going to find the opportunities where we can connect with something here. So it's a little bit of a combination of things. And then obviously, the recycling would be something that would be more for next year given the timing. But certainly, that's sort of an easy part, if you will, to have that sort of calculation done to enhance our growth -- earnings growth.

Yes. Got it. That's helpful. And then I'm guessing a majority of this would kind of go on the credit facility, and you guys don't really have a problem with taking that up and using the liquidity that you guys have available.

Yes. So we would initially place it on the credit facility. Our bank group is very supportive, and we did a $100 million term loan in September. We've had conversations with the bank group, and they're all eager to put more money out to work. And so we could easily term out a significant portion of our credit facility very quickly if we needed to, to get that liquidity right back.

And our next question comes from John Massocca of B. Riley Securities.

So understanding that you left the investment yield guidance unchanged. Have you seen anything since the tariff announcement change in terms of cap rates or I was thinking particularly the yield on structured investments just given some of the widening we've seen in credit spreads and kind of bond markets?

Yes. So it's a little bit of a disconnect between sort of the credit spreads in the bond market, as you mentioned. And where we're seeing sort of traditional core assets and really down the fairway sort of retail shopping centers. That market has not seen a bump whatsoever as far as a higher cap rate. Cap rates have stayed consistent or have gone lower. It used to be last year where a property would come to market, brokers would sort of guide to a number and the pricing of the asset would end up being at a lower number than where the brokers were guiding. Now we're seeing almost an offset where the brokers are guiding to a number and the assets are trading for higher than their guidance. And so the market backdrop for the shopping center space is very strong on the investment side even with everything that's going on in the capital market. So what we're hearing from the debt side as well is that the property debt has been very supportive from all the credit bonds, banks and even CMBS. So -- so it's very -- so nothing has been really disruptive in the capital markets on the shopping center side yet.

Okay. Understood. And then just because you're pretty active on the acquisition front last year. I mean how is the kind of non-same-store portfolio trending in terms of NOI growth?

I mean, it's positive. So we're not seeing any sort of situations where tenants are rolling down their rents. They're still -- we're still able to roll them up. So given -- especially given where we're buying assets, right, I mean like for as Ashley. Ashley is in town center as we just mentioned that in our earnings that buying that less than half of our replacement cost for tenants is still a bargain for the rental -- rent levels that we purchased that on. So they're seeing some really some rent shock in other locations. So there's no resistance to pushing those rents up given that they really got a bargain 5 years ago whenever they did their leases. So it's really catching up to today's markets. Obviously, the macro being that there's not any additional inventory being delivered and tenants are doing well and traffic is up, sales are up. So that's causing the kind of a good backdrop to raising rents.

Okay. And if I think of like the acquisitions you did, I believe it was in 3Q of last year. I mean, what's kind of the time line to mark-to-market on those? I know it's kind of potentially accelerated by some of these bankruptcies that occurred late last year. But, is that kind of something that could happen this year still? Is that something that's kind of 2, 3 years out, just kind of broad strokes?

I wouldn't say 2 or 3 years out, I would say, I think you're going to start seeing especially as we work through these tenants that went through bankruptcy last year and early this year. As we talked about, there's kind of a year lag. So if we're doing leases now, you're talking about early part of next year through the middle part of next year. I think you can kind of see some real movement at middle part of next year for sure.

Our next question comes from Gaurav Mehta of Alliance Global Partners.

I wanted to ask you on the Ashley Plaza acquisition. I think in the prepared remarks, you talked about some opportunity for lease-up potential and then mark-to-market as well. Can you provide some numbers around how much mark-to-market upside is for that acquisition?

Yes. I would say basically, we're seeing opportunities that are, call it, 10% to 20% at least, could be north of that. But given that we bought that such a kind of high cap rate, and we have a fair amount of vacancy to work with, we're not even like -- that's not really kind of where we're concerned about like a mark-to-market. There's so much low-hanging fruit just leasing up vacant space and creating more activity at the property. I mean, there's plenty to do at this property without worrying about mark-to-market leasing. So we're really happy with this acquisition. It actually has some outparcels and some unanchored outparcels that we can sell after 18 months. And so those -- that part of the property would kind of trade in the low 6s. And so you can see some recycling there to even enhance the acquisition yield even further getting -- pushing that closer to the double digits. So this one is going to keep us well occupied as far as value-enhancing this acquisition in the next 12, 24 months.

Okay. Second question on the re-leasing CapEx of $9 million to $12 million. How much of that is already spent? And how much do you expect to spend this year?

Yes, very little that's been spent so far. The tenants generally have to get open and do their work before we start reimbursing on that. So very little of that been spent at this point in time.

Our next question comes from Craig Kucera of Lucid Capital Markets.

John, last quarter, I think you mentioned that the pipeline was almost entirely sort of core property investments and you really weren't seeing much in the way of structured investment opportunities. Is that still the case here heading into midyear?

We're starting to see some interesting other opportunities. So it has changed a little bit as far as the character of the investment opportunities. So we're excited again on perhaps being active in the next kind of 3 months.

Got it. And I think last quarter, you sort of handicapped that you thought you might add anywhere from maybe $40 million to $50 million for the year. Is that still kind of your thinking?

It could be -- if things go correctly or our way, it could be higher than that.

Okay. Great. Following up on some of your comments on Ashley Park, are you expecting any meaningful CapEx at the property to achieve some of that low-hanging fruit? Or is it just a little simpler than that?

Yes. No, there's no heavy lift on the -- on any kind of renovation there. So it would be light touch CapEx.

Got it. And you had some shifting assumptions in your signed not open ABR recognition timing. Should we expect kind of a quiet second, maybe even third quarter? Or how should we think about the cadence there?

[indiscernible] coming online, Craig?

Yes.

Yes. So it will be the second half and it will build. So more so in the third quarter and then fourth quarter.

This concludes the question-and-answer session and today's conference call. Thank you for participating, and you may now disconnect.