CTO Realty Growth - Earnings Call - Q2 2025

Executive Summary

• Q2 2025 revenue rose to $37.64M, beating S&P Global consensus ($36.46M*) and increasing sequentially and year-over-year; GAAP diluted EPS was a loss of $0.77 largely driven by a $20.4M debt extinguishment, while Core FFO/share held at $0.45 and AFFO/share at $0.47.
• Leasing execution remained robust: 227K sf signed in Q2 with 190K sf comparable leases at +21.6% cash rent spread; signed‑not‑open pipeline reached $4.6M (4.6% of in-place cash ABR), positioning earnings tailwinds into 2026.
• Balance sheet actions reduced risk: the 3.875% 2025 convertible notes were fully settled (mix of cash and shares), with two SOFR swaps fixing $100M at 3.32%, and liquidity ended ~$85M (revolver availability plus cash).
• Guidance reaffirmed: 2025 Core FFO/share $1.80–$1.86 and AFFO/share $1.93–$1.98; assumptions maintained (investments $100–$200M, ~1% Same‑Property NOI growth, G&A $17.5–$18.0M).
• Near-term stock catalysts: revenue beat, visible SNO pipeline and anchor re‑tenanting at attractive spreads (40–60% targeted), and completed convert retirement; offset by temporary occupancy dip from bankruptcies and transition downtime.

What Went Well and What Went Wrong

What Went Well

• Strong revenue and operating momentum: Total revenues of $37.64M (+30.5% YoY, +5.1% QoQ); Core FFO/share steady at $0.45; AFFO/share $0.47.
• Leasing strength: 190,027 sf of comparable leases at +21.6% cash rent spread; SNO pipeline at $4.6M (4.6% of in-place cash rent), with 6 of 10 anchor boxes resolved and targeted 40–60% spreads overall; “We believe that this leasing activity will provide the Company with earnings tailwinds into 2026” — CEO John Albright.
• De-risked capital structure: full retirement of convertibles (~$71.1M total consideration) and SOFR swaps fixing $100M for five years, reducing floating-rate exposure and lowering rate on $100M by ~100 bps to just under 5%.

What Went Wrong

• GAAP EPS optics: diluted EPS loss of $0.77 driven by a $20.396M loss on extinguishment of debt (excluded from Core FFO/AFFO), which overshadowed operating strength.
• Occupancy dip: physical occupancy declined ~80 bps QoQ to 90.2%, reflecting bankruptcies and transitions (Party City, Joann’s) and some downtime ahead of re‑tenanting; management expects limited downtime at Staples-to-Barnes & Noble.
• Comparable cash spread moderation: quarterly comparable spread at +21.6% vs Q1’s +37.2% (mix-driven, anchor re‑tenanting cadence).

Transcript

Speaker 5

Good day, and thank you for standing by. Welcome to CTO Realty Growth's second quarter 2025 earnings conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there'll be a question-and-answer session. To ask a question during the session, you'll need to press star one-one on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star one-one again. 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.

Speaker 3

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 ctorealty.com. With that, I will turn the call over to John.

Speaker 4

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-based 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, six of the 10 anchor spaces are resolved with new leases executed for five of them, and one of the leases is signed. The new anchors include Burlington, two 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 four 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 4.6% of in-place cash rents.

This pipeline of completed leasing, along with anticipated leasing for the remaining four 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 a value-add attribute that aligns 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 will 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'd like to briefly discuss the exciting progress taking place at three 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 four of the 10 anchor spaces I discussed earlier. All four of these were identified in underwriting as value-add opportunities, having significantly below market rent. Of these four spaces, two have already been leased, and we are in active lease negotiations for the other two spaces.

After capturing the upside on these four anchor spaces, we expect to achieve an unlevered double-digit yield on this property. Moving to the Plaza Rockwall, a 446,000 square foot center located in the 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. Combined, we are achieving an 86% cash rent spread on them. Now to our last significant non-core 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 a 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 five-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 two credit tenants and a longer weighted lease term, increasing both its value and marketability.

We are pleased with our leasing activity and progress as we begin to realize the embedded upside in our assets. With that, I will now hand the call over to Phil.

Speaker 0

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 date of maturity of April 15, 2025. These notes were partially settled, slightly prior to maturity, with a series of privately negotiated transactions with certain noteholders 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 five years effective April 30.

These swaps were applied to borrowings outstanding on a 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 a revolving credit facility and increase liquidity.

One last balance sheet note: we ended the quarter with net debt to EBITDA of 6.9 times, an improvement from 7.5 times from a year ago, but up a bit from 6.3 times at the beginning of the year. The change from the beginning of the year was due to two items. First, the approximately $80 million acquisition of Ashley Park in the first quarter, and second, the earnings associated with the 10 acres that vacated between last year and the second quarter that John discussed. Accordingly, as these acres 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 lift in this pipeline will become more noticeable as we move through the fourth quarter of the year. With that, operator, please open the line for questions.

Speaker 5

Thank you. If you would like to ask a question, please press star one-one on your telephone. We also ask that you please wait for your name and company to be announced before proceeding with your question. One moment for the first question. Our first question will be coming from the line of Gaurav Mehta of Alliance Global Partners. Your line is open.

Thank you. Good morning. I wanted to ask you around your comments around the Fidelity office property, where you mentioned they are vacating half of that and you have the State of New 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 the State of New Mexico?

Speaker 4

Sure. The building, when Forest City built the building for Fidelity, was built in two separate sort of building structures. Fidelity could have the flexibility to downsize and bring in another tenant. That's actually kind of what's happening. Fidelity is going to pay us a payment for that downsizing. At the same time, we did get lucky that State of New Mexico had a very, very big demand for more modern space to bring some agencies out of some older facilities. They are extremely happy about locating here and have moved very fast in this process. I wouldn't be surprised if they take additional space in the future. That's going to allow us to monetize this asset probably late this year or early next year after we get everything settled down. It's been, 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. 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. As I mentioned, I think last earnings, we are looking to recycle some assets. We would not see the leverage after recycling tick up at all.

Okay. Lastly, can you remind if you have any dispositions in your guidance?

Speaker 0

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

Okay, thank you. That's all I had.

Speaker 4

Thank you.

Speaker 5

Thank you. One moment for the next question. Our next question will be coming from the line of Rob Stevenson of Danny Montgomery. Your line is open.

Good morning, guys. Are the Fidelity and State of New Mexico leases, are those second quarter leases or are those third quarter leases?

Speaker 0

Fidelity is, so we have an agreement with them to downsize. We're still working through the exact square footage there. It's going to be approximately half, but just have to work through, you know, kind of the common areas and stuff like that, the lobby and all to make sure that it works for both tenants. 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. The State of New Mexico was signed, and it was this quarter.

Okay. That was in the 226,000 and change 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. As we disclose on that schedule, it does exclude those. That was not in there.

Okay. 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 30th?

Speaker 4

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

Okay. You talked about potentially doing some dispositions. 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?

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

Okay, thanks, guys. Appreciate the time this morning.

Thank you.

Speaker 5

Thank you. One moment for the next question. The next question will be coming from the line of Matthew Erdner of Jones Trading. Your line is open.

Hey, good morning, guys. Thanks for taking the question. 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? With those kind of four 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?

Speaker 4

Yeah, thanks for the question. I mean, look, we're pleasantly surprised at the strength of leasing. 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. If you split a box and bring in two tenants, maybe you make more money, but it costs more money and takes a little longer. It's kind of high-class problems, but we're really going with more easier sort of solutions with credit. It'll be a little faster. Having said that, nothing happens fast these days. 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. It's just the process that is elongated these days.

The good news is we have a lot of good options on the leasing side, and as mentioned, given that out of our vacancy we're really talking to about almost 70% of it that we're negotiating one form or the other, it's great to see.

Yeah, that's great. You mentioned there kind of the process, you know, with it taking long. 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 2026?

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

Yeah, I got it. One last quick one from 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. 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, is almost like a shadow acquisition pipeline for us because we have the right to acquire that and the developer is building to sell. It would be nice to have that option to buy that and bring that into Collection.

Yep, that's great. Thank you, guys.

Thank you.

Speaker 5

Thank you. One moment for the next question. The next question will be coming from the line of John Massocca of B. Riley. Your line is open.

Good morning.

Speaker 4

Morning.

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 re-tenanting of the anchor boxes and the Staples to Barnes & Noble conversion that you called out that was driving that? 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. It's really just dealing with Big Lots, dealing with those. 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?

Speaker 0

Yeah. 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 till, I believe it is November, and that will happen in the fourth quarter, John, where they will vacate. The dip of 80 bps or so this quarter was largely Joann’s and Party City.

Is there 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 and because you had a new tenant in place, it should be pretty seamless?

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

Okay. I know we talked about the Fidelity leasing situation a decent amount, but am I right in interpreting that, in 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? Understanding you're trying to close 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 two tenants, or is there any kind of change in rent around reducing the size for Fidelity and bringing in the State of New Mexico?

Yeah, two 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 their behalf that they maintain and keep for several years. Do not expect to see like a pop to miscellaneous income or anything in the fourth quarter related to a big term sheet. 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, 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?

What is kind of the rent going to be going forward?

Yeah, the rent, 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.

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

Yeah, I mean, the timing may not line up right on top of each other. Based on conversations we've had with our bank group, we don't have any concerns about terming that out. We 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 timeline there to keep a little more liquidity on the line, but there could be just a little bit of a period of time where the acquisition comes down before the new term loan and/or disposition gets completed. There won't be a large gap there.

That's it for me. Thank you very much.

Thank you very much.

Thank you.

Speaker 5

Thank you. This does conclude today's Q&A session, and it concludes today's presentation. Thank you so much for joining. You may all disconnect.