CTO Realty Growth - Q4 2025

Transcript

Operator (participant)

Ladies and gentlemen, thank you for standing by. Welcome to the CTO Realty Growth Fourth Quarter and Year-End 2025 Earnings Call. At this time, all participants are on a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star one one on your telephone. You will then hear an automated message advising your hand is raised, and to withdraw your question, please press star one one again. 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.

Jenna McKinney (Director of Finance)

Good morning, everyone, and thank you for joining us today for the CTO Realty Growth Fourth 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.

John Albright (President and CEO)

Thanks, Jenna, and good morning, everyone. We are pleased to report a robust fourth quarter, highlighted by record high leased occupancy of 95.9%, same property NOI growth for our shopping centers of 4.3%, and the previously announced acquisition of a shopping center in South Florida. Our strategic focus on shopping centers located in the higher growth Southeast and Southwest markets of the U.S., along with the proactive asset management and leasing, is producing strong results across all areas of our business. Nowhere is this better illustrated than in our retail leasing results. During the fourth quarter, we signed leases for 189,000 sq ft, including 167,000 sq ft of comparable leases and a cash rent increase of 31%.

For the full year, we signed leases for a record 671,000 sq ft, including 592,000 sq ft of comparable leases at a cash rent increase of 24%. Further, we continue to make meaningful progress backfilling our 10 anchor spaces. As previously announced, in the fourth quarter, we signed a lease with a national investment-grade retailer at Marketplace at Seminole Towne Center for 48,000 sq ft. This single lease consolidated the 34,000 sq ft formerly occupied by Big Lots, 9,000 sq ft of small shop space, and 5,000 sq ft of new expansion space. Further, this lease brought us to 7 resolved anchor spaces in 2025, totaling 177,000 sq ft.

Additionally, we are in active negotiations for the three remaining anchor spaces and the Value City at Carolina Pavilion, which we expect to get back in early 2026. Notably, all combined, we expect to achieve a positive cash rent spread of approximately 60%, the high end of the targeted range previously disclosed. So while getting these boxes back did result in temporary downtime, it ultimately accelerated our ability to achieve higher rents and stronger tenant credits, along with driving higher customer traffic to the respective center. More broadly, as of year-end, our Signed, Not Open pipeline stands at $6.1 million, representing approximately 5.8% of annual cash base rents.

We believe this pipeline positioned us for meaningful earnings growth, as reflected in our outlook, with almost half of the signed, not open pipeline anticipated to be recognized in 2026 and 100% in 2027. Moving to investment activity. In December, we acquired Pompano Citi Centre, an open-air retail center located on 35 acres in Pompano Beach submarket of Fort Lauderdale, Florida, for $65.2 million. The property consists of 509,000 sq ft of operating space that is currently 92% occupied, plus 62,000 sq ft of unfinished shell space, primarily on the second level, presenting future leasing opportunity. Pompano Citi Centre is anchored by Burlington, TJ Maxx, Nordstrom Rack, Ross Dress for Less, and JCPenney. Further, the property enjoys a prime location at a high traffic intersection, offering great visibility and access.

This acquisition provides another attractive opportunity to create long-term value through both strategic mark-to-market rent opportunities and, and incremental leasing. Including the acquisition of Ashley Park, an open-air lifestyle center acquired early in 2025, and $21 million of structured investments originated during 2025, we closed $166 million of investments during 2025 at a weighted average initial cash yield of 9%. Moving to dispositions. Last quarter, I provided an update about the significant leasing we completed at the Shops at Legacy North, located in Dallas, Texas. During this quarter, we capitalized on those leasing efforts and sold the Shops at Legacy North for $78 million at a cash exit cap of low 5%. While the lease up of this shopping center took longer than anticipated.

We are pleased with the ultimate outcome and the ability to creatively recycle the proceeds into higher-yielding acquisitions. This transaction demonstrates our team's ability to execute value-add strategies at properties, re-tenanting, increasing occupancy, and bringing rents up to market. As we look ahead, I do want to note a near-term anticipated acquisition. We are under contract to acquire a 384,000 sq ft shopping center located in Texas for approximately $83 million. We look forward to announcing the closing of this acquisition in the first quarter of 2026 and providing more details at that time. Additionally, while we have plenty of liquidity under our revolving credit facility to acquire this property, we may elect to fund this acquisition by selling a stabilized property, thus creatively recycling the proceeds to further drive earnings.

Finally, while both leasing and capital recycling will add to earnings growth in 2026 and 2027, we never rest here at CTO. We have identified six outparcels for development and are in various stages of negotiations with tenants, ranging from preliminary to detailed lease negotiations. Three of the six outparcels are for larger boxes and uses we expect to drive significant foot traffic to the respective centers. While each specific opportunity is unique, in general, they average about $5 million of investment capital and low double-digit yields. If completed, we expect the capital to be invested over 2026 and 2027, with leases beginning to contribute to earnings in the second half of 2027. In summary, while we are pleased with our 2025 performance, we're even more excited about the future of CTO.

We're beginning to reap the benefits of our strategic business plan, focusing on the right assets and the right markets, along with the proactive leasing and asset management. I'm immensely proud of the team here at CTO and what they have accomplished, along with the performance and results they are driving for our shareholders. With that, I will now hand the call over to Phil.

Philip Mays (CFO)

Thanks, John. On this call, I will highlight our earnings, provide an update on our balance sheet, and discuss our initial 2026 outlook. Starting with operating results. For the fourth quarter, Core FFO was $15.8 million, a $1.6 million increase compared to the $14.2 million reported in the comparable quarter of the prior year. On a per-share basis, Core FFO was $0.49 per diluted share, compared to $0.46 per diluted share in the comparable quarter of the prior year. For the full year, Core FFO was $60.5 million, a $12.6 million increase compared to $47.9 million reported in the comparable prior year.

On a per-share basis, Core FFO was $1.87 per diluted share, compared to $1.88 per diluted share in the comparable prior year. The change in Core FFO per share for the full year reflects the reduction in leverage that took place late in 2024, when we reduced net debt to EBITDA by approximately a full term. With regards to same-property NOI, total same-property NOI, including our four non-core properties, increased 1.1% for the fourth quarter. Same-property NOI for our non-core properties was impacted by Fidelity vacating almost half of our 212,000 sq ft office property located in Albuquerque, New Mexico, and lower percentage rent from our beachfront restaurants in Daytona Beach, Florida.

As previously disclosed, we have already released the portion of the building vacated by Fidelity to the State of New Mexico for an initial lease term of 10 years, making the property now 100% leased to two investment-grade tenants. Further, we currently expect the State of New Mexico to begin paying cash rent in the latter half of 2026. Notably, Same-Property NOI for our shopping centers increased 4.3% in the fourth quarter. This growth was driven by leasing activity across our portfolio and a reduction in maintenance costs related to a property enhancement project completed in the fourth quarter of 2024. For context, shopping center properties represent 93% of total Same-Property NOI for the fourth quarter.

However, given the relatively small nominal size of our same-property NOI, just $200,000 impacts quarterly growth by approximately 100 basis points, and one tenant vacating, together with the seasonal impact of percentage rent at a non-core property, can obscure the same-property NOI trend at our shopping centers. Accordingly, we have updated our supplemental financial information this quarter to more clearly highlight the metrics related to our shopping center properties. Moving to the balance sheet, we started the fourth quarter in a strong financial position after completing the previously announced $150 million term loan financing at the end of the third quarter. The proceeds from these new term loans were used to retire a $65 million term loan scheduled to mature in March of 2026 and reduce the balance on our revolving credit facility to provide enhanced liquidity.

Notably, we now only have $17.8 million of debt maturing in 2026. Also, as previously disclosed, early in the fourth quarter, we repurchased $5 million of common stock at a weighted average purchase price of $16.26 per share, increasing our repurchases for the full year of 2025 to a total of $9.3 million at a weighted average purchase price of $16.27 per share. Regarding liquidity, we ended the year with $167 million of liquidity, consisting of $149 million available under our revolving credit facility and $18 million in cash available for use. This provides more than adequate capacity to initially fund the $83 million anticipated acquisition of a shopping center located in Texas that John discussed earlier.

From a leverage perspective, we ended the fourth quarter with net debt to EBITDA of 6.4x, an improvement from 6.7x at the end of the third quarter. The anticipated acquisition in Texas will temporarily elevate our leverage to a level similar to that at the start of the quarter. However, we anticipate deleveraging from the sale of select assets as well as rent commencing from our Signed, Not Open pipeline. Now turning to our 2026 outlook. Our initial earnings guidance for the full year of 2026 is $1.98-$2.03 for Core FFO per diluted share, and $2.11-$2.16 for AFFO per diluted share.

Key assumptions reflected in our initial guidance include investment volume, including structured investments of $100 million-$200 million at a weighted average initial yield between 8% and 8.5%. Same-property NOI growth for shopping centers of 3.5%-4.5%, and general administrative expenses of $19.5 million-$20 million. One last note, the cadence of our same-property NOI growth will improve over the year as tenants included in our Signed, Not Open pipeline, take possession of their space and commence paying rent. And with that, operator, please open the line for questions.

Operator (participant)

Thank you. As a reminder to ask a question, please press star one one on your telephone and wait for your name to be announced. To withdraw your question, please press star one one again. The first question comes from Jay Kornreich with Cantor Fitzgerald. Your line is open.

Jay Kornreich (VP of REIT Equity Research)

Hey, good morning. Thank you. First, just wanted to ask about backfilling the 10 vacant anchor centers. Could you just give us, you know, the color as to the timing of how, you know, rent from those already signed leases starts to get paid in 2026? And then for the three leases that have yet to be signed, any thoughts as to timing for that, and if that can also, I guess, hit the upper end of that 40%-60% increase in leasing spreads you forecasted?

John Albright (President and CEO)

Yeah, thanks. I'll kind of answer sort of, you know, the ones that we're still working on. You know, we're in a fortunate situation with regards to, you know, the vacancies that are left, where we have multiple tenants vying for the space, and we're trying to, obviously, optimize sort of the higher paying credit, what it does for the center, that sort of thing. So we're trying to move around the chess pieces. So, and that's more talking about Carolina Pavilion, and, you know, there's two boxes there. And so I would, I would suspect that that's gonna get resolved here in the next, you know, six months for sure. And then as we talked about before, you know, these things, these tenants take, you know, a year at least to kind of get into operation.

I'll let Phil talk about the others that we've signed up.

Philip Mays (CFO)

Yeah, Jay, on the ones that have already been completed, as far as contributing to the fourth quarter, it's really just the two Boot Barns, one at Rockwall and one at Price that got opened really quick. We did get Slick City moved in to Carolina, but it was very, very late in the year, didn't contribute much this year. Then just going forward, it'll ramp up about half in 2026, and then they'll all be online in 2027.

Jay Kornreich (VP of REIT Equity Research)

Okay, appreciate that. And then just one follow-up. I guess, you know, looking at the office property in New Mexico, which now has this new lease worked out between the two tenants, I guess, how do you think about the value and opportunity to dispose of that asset now? And whenever that does happen, should it happen, what would your ideal use of the proceeds be?

John Albright (President and CEO)

Yeah. So, you know, we're definitely in a fortunate position that now that we have, you know, the State of New Mexico taking half the building and Fidelity another half, we certainly have a marketable asset right now. So we are in early discussions with groups that have an interest in buying it. But as we get closer to State of New Mexico's rent commencement, it's kind of really we're gonna have higher values to us. So we're being patient with it, knowing that we have that opportunity. And alternatively, to your question, we would look to, you know, reinvest those proceeds into, you know, an open-air center or a larger open-air center.

If we, you know, find a great candidate acquisition opportunity, we may speed up the process of selling, you know, that building in New Mexico.

Jay Kornreich (VP of REIT Equity Research)

Okay, thanks very much.

John Albright (President and CEO)

Sure.

Operator (participant)

Thank you. Our next question is gonna come from Craig Kucera with Lucid. Your line's open.

Craig Kucera (Managing Director)

Hey, good morning, guys. I want to talk about Pompano Citi Centre. There was a mention of, you know, some potential mark-to-market lease-up opportunity there. Can you give us some color on what you think that might be?

John Albright (President and CEO)

Well, it's really, I mean, look, look, JCPenney is the largest tenant, and they literally pay nothing. And so if, if that company were ever to really, you know, go under or give back space or, you know, most likely, it's something where we buy out their space, you know, that's a huge opportunity, at that property. But, but really, the, the real opportunities, Craig, the lease up, there's a fair amount of vacancy, and we're very active right now in, in-- with LOIs going out to, prospective tenants. We're-- It's really, you know, turning this around, creating the excitement, the activity, and, and we're doing that. So we're, we're really very optimistic about, about Pompano.

It's more about lease up than taking an old tenant and bringing in a new tenant at a higher rent. But certainly, the largest one, by far, JCPenney, is that opportunity down the road.

Craig Kucera (Managing Director)

Right. That could, that could be pretty significant if, if they're paying nothing. You know, changing gears, you know, it was a very strong leasing quarter. You know, obviously a lot going on at Seminole Towne Center. But outside of that, were there, you know, just kind of a flavor of the market, are you seeing any particular categories that are, you know, really creating or are you finding demand in your shopping centers for?

John Albright (President and CEO)

It's really the, you know, the strong national brands that, you know, are still very interested in spaces if you have them. You know, the TJ Maxx's of the world, you know, they—the Ross and so forth. You know, so, I mean, you're actually seeing more development occur in different markets because those tenants, you know, are doing very well in this economy, as we read the national headlines, and so they're looking for store expansion. So if you have a big box and a good market and a good center, you really are in, you know, the driver's seat.

Craig Kucera (Managing Director)

Great. I saw you extended and increased the Rivanna loan and extended founders. Have you gotten any indication from Watters that they'll extend, or do you expect that to be repaid in the second quarter?

John Albright (President and CEO)

Yeah, unfortunately, we expect that to be repaid. We are hoping that it wouldn't, but it looks like it will. So we'll be on the hunt to replace that.

Craig Kucera (Managing Director)

Got it. And I saw that Rivanna paid down a portion of their balance, but do you anticipate them drawing down the remaining $25 million or so available on that loan in 2026?

John Albright (President and CEO)

Yeah, they, they have some, basically users, for some of the, the site, and they need to do site work, and, you know, put in the roads and all that kind of stuff, utilities. And so it's really master development work. And so, yeah, we expect that to be used to improve that site.

Craig Kucera (Managing Director)

Okay, great. And just, just one more from me. Phil, this is on the ABR recognition timing on the signed, not open. Can you give us any more granularity, you know, certainly relative to 2026? You know, is this like we—you know, should we assume something ratable? And, and as far as 2027, is that also, you know, throughout 2027, I would imagine, or any additional granularity would be helpful for modeling purposes.

Philip Mays (CFO)

Yeah, ratable is pretty close. You know, it may ramp up a little more towards the latter half of the year in 2026, but if you're doing it ratable or a little bit stacked towards the latter part of the year, you're gonna be pretty close. And, same for 2027 from what we can see now.

Craig Kucera (Managing Director)

You would say the same for 2027 as well?

Philip Mays (CFO)

Yeah, from what we can see now, yeah.

Craig Kucera (Managing Director)

Okay. All right, perfect. Thank you. Appreciate it.

Operator (participant)

Thank you. Our next question is gonna come from John Massocca with B. Riley. Your line is open.

John Massocca (Senior Research Analyst)

Good morning.

John Albright (President and CEO)

Morning.

John Massocca (Senior Research Analyst)

So maybe, thinking about the Texas acquisition that's in the pipeline, you know, how does that property, you think, look compared to the portfolio today? And I guess, is it more kind of a value add opportunity in that acquisition as you see it today, or is that gonna be something that's more stabilized, or you're just getting it at a really solid yield, and, maybe there's some rent mark-to-market in the future that's attractive?

John Albright (President and CEO)

How about if I say all the above? You know, we're lucky that it's a stabilized asset with upside opportunity. There's actually a land parcel that comes along with it, that there's definitely possibilities for. And there is a little bit of lease up, and there is some below-market leases, but nothing near term to that you can get a hold of. So it hits all the boxes, so we're pretty excited about it.

John Massocca (Senior Research Analyst)

Okay. And then maybe thinking about acquisitions in the pipeline or in the guidance beyond that transaction, and with the, you know, like, likely repayment of, of the one structured investment in mind, how much of that is maybe structured investments as you see it today, and how much of that would be additional shopping center purchases?

John Albright (President and CEO)

We're definitely on the hunt for the larger shopping center purchases, and we've in the last week went to go see, you know, two larger ones that we're definitely interested in. I would say that the market, there's not a lot on the market right now. There's a lot of talk about, you know, brokers doing a lot of valuations for sellers, and so we'll see whether that, you know, comes to fruition, but we're definitely, you know, looking to find, you know, some chunkier shopping centers this year. As we mentioned before, we still have some recycle opportunities in our portfolio, where we've leased up properties, and they're slower growth now.

If we can move them into, for instance, the Texas acquisition, where there's a ramp of, you know, cash flow increases and lease-up opportunity, that's kind of where we like to position ourselves.

John Massocca (Senior Research Analyst)

As you think about, I mean, I know if you bespoke based on whatever asset you decided to sell, but what's kind of the day one spread in yields between kind of dispositions and acquisitions? I mean, you gave acquisition cap rates and guidance, but just kind of curious what the disposition side would be.

John Albright (President and CEO)

I mean, at least 100, 100 basis points, if not more, most likely more.

John Massocca (Senior Research Analyst)

To the positive?

John Albright (President and CEO)

Yes.

John Massocca (Senior Research Analyst)

Okay. And then last one from me, CapEx kind of came up a little bit in 4Q. Is that kind of a better run rate level as we look at the portfolio today? And, you know, because I know you sold Legacy, which is a little more of a CapEx-intensive asset. Just kind of curious how we should think about that going forward.

Philip Mays (CFO)

Yeah, the fourth quarter was elevated. It did include the large anchor lease at Marketplace at Seminole. That's the one John talked about, where the anchor took the 34,000 sq ft box, and then also is absorbing 9,000 sq ft, a small shop, plus 5,000 sq ft of expansion. And there was also a restaurant in there, and the restaurants always carry a little heavier TI. So I would say the fourth quarter is probably a little higher than the run rate going forward. You know, this, those run rates are, you know, for portfolio our size, are better to look at, you know, on annual, you know, basis.

John Albright (President and CEO)

cause it's just one lease, like an anchor, in any one quarter can skew it up significantly. And I would say just generally, the fourth quarter is a little higher than a good run rate.

Jason Weaver (Managing Director)

Okay. I appreciate that color. That's it for me. Thanks.

John Albright (President and CEO)

Great. Thank you.

Operator (participant)

Thank you. The next question is gonna come from Gaurav Mehta with Alliance Global Partners. Your line's open.

Gaurav Mehta (Managing Director and Senior Equity Research Analyst)

Yeah, thank you. Good morning. I wanted to follow up on the SNO timing of 47% in 2026. It seems like it's different than 76% you had in last quarter. So is it like the new leases that came in, or was there any changes in the timing?

John Albright (President and CEO)

Yeah, it's, you know, when you look at it from quarter to quarter, there's a lot of moving parts. So there was tenants that moved off of it and into this year, right? And then you also, you had where we sold Legacy, so then that dropped off. And I think that's probably the biggest mover in your kind of reconciliation of the 76 that was previously there to 50% now. There was a lot of lease up at Legacy, as John discussed, that we completed, and it was selling that, that dropped out of the pipeline. And the amount, you know, did not decrease because we signed a lot of new leases, right?

So the signed, not open pipeline is still significantly large, even with Legacy falling off, but that's the change, the biggest driver of that change for 2026.

Gaurav Mehta (Managing Director and Senior Equity Research Analyst)

Okay, understood. Second question I have is on your market allocation as you look to acquire new properties. I see that Atlanta seems to be much higher, 36% than the rest of the market. And just wondering if you could just maybe comment on how you think about allocating in any given market as far as exposure to cash ABR.

John Albright (President and CEO)

Yeah, I mean, look, we're not looking to add to Atlanta, so you'll probably see Atlanta move down over time, for sure. And so given that our portfolio is 85%, you know, North Carolina, Florida, Texas, Georgia, you know, we certainly have one of the strongest portfolios relative to the growth of markets where tenants wanna be. And so you'll just see more of, you know, our investments in other markets, kind of in that southeast, southwest, but, you know, less so in Atlanta.

Gaurav Mehta (Managing Director and Senior Equity Research Analyst)

All right. Thank you. That's all I had.

John Albright (President and CEO)

Great. Thanks.

Operator (participant)

Thank you. The next question will come from Jason Weaver with JonesTrading. Your line's open.

Jason Weaver (Managing Director)

Hey, good morning. Thanks for taking my question. Just first of all, when it comes to allocation, can you talk about the relative merits between grocery anchor, lifestyle, and power centers, and of those, what you're most likely looking to target?

John Albright (President and CEO)

Yeah, I mean, look, you know, grocers, you know, terrific, it's-- but it's a lower yielding kind of product and a little bit slower growth sort of product. And so, and then lifestyle is fantastic. We've had some great success, but they-- they're a little bit more expensive to operate. You know, you need more of that security element and everything 'cause you have restaurants and entertainment and so forth. But, you know, they work really well in the right locations. And then power is just more stable, but higher growth opportunities with lease-up and less sort of CapEx exposure. You know, tenants that are going in those don't need really high TI sort of, you know, finish outs like the lifestyle centers do. But that's sort of, you know, an easy sort of way to think about them.

Jason Weaver (Managing Director)

Yeah, and how are you thinking about the relative availability in the market for what you can deploy to today?

John Albright (President and CEO)

Yeah, we're not right now on the grocer side, you know, we're not, you know, chasing those just because the yields are so low. However, we do. We're looking at lifestyle and power for sure. And a lot of the opportunities we're looking at are kind of have that grocer opportunity in the future, where grocers would come into those centers. We've. We're seeing that in our portfolio now, where we may have a large power center, but a grocer, you know, is looking at one of the boxes, and we've had that happen before, where, unfortunately, we couldn't get one of the tenants out that it would have been a very, you know, national grocer that is very beloved in the nation.

But unfortunately, we couldn't get a bookstore out to accommodate them, if you can imagine. So we won't be chasing grocers just because the yields, you know, way too low. We don't see a compelling return opportunity there. We do see it in areas where, you know, in the lifestyle and power, where the yields are definitely higher and there's not as much capital chasing them.

Jason Weaver (Managing Director)

Great. That, that's helpful. Thank you. And then maybe it's a little bit early here, but, you know, with 20% of your base rent, the 2028 lease is coming off. Have you started any discussions on what types and sort of opportunity that might present for FFO growth out in the out years?

John Albright (President and CEO)

Yeah, I mean, look, you know, that's the great thing about this company set up right now is, you know, we've done so much work on the lease-up and kind of the ramp that in a lot of these tenants or these properties that we bought, you know, their leases are below market, and these tenants, you know, are doing well, and so most likely they're gonna exercise renewal options. But if not, you know, there's definitely some mark-to-market opportunity. So we don't really have to do much here to grow our earnings. It's just really letting the portfolio, you know, play out. And so the setup's really great. We don't have to do anything special to, you know, have some really interesting growth here.

Jason Weaver (Managing Director)

Great. Appreciate the color. Thanks, guys.

John Albright (President and CEO)

Sure.

Operator (participant)

Thank you. This does conclude today's Q&A session and conference call. I wanna thank you for participating, and you may now disconnect.