CTO Realty Growth, Inc.

all participants are in 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 1 1 on your telephone you will then hear an automated message advising your hand is raised to withdraw your question please press star 1 1 again 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 ctore.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. 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 sign more than 112,000 square feet of new leases, renewals, and extensions, and 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 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 marked market opportunity related to the 10 anchor spaces that were leased to several tenants that filed for bankruptcy near the end of 2024 and early 2025. One of these spaces, a former Joanne's at Price Plaza in Houston, is in line to be assumed by a national retailer pending court approval. With regards to the other nine spaces, we have executed leases for two, expect to have two more leases shortly, and are actively in discussions for the remaining five. 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 at 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 releasing, 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 and 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 two SOFR swaps, fixing SOFR for $100 million of principal at a weighted average rate of 3.32% for five years beginning April 30th. These swaps are initially being applied to $100 million of borrowing currently outstanding on a 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 15th. 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 note holders 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 6.6 times. 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 one 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 46 cents in the first quarter of 2025 compared to 48 cents in the first quarter of 2024. This change of two cents per share is primarily the result of our reduction in leverage and downtime associated with the releasing of the anchor spaces. I would like to provide some additional context related to the releasing of our 10 anchor spaces that John mentioned earlier. Specifically, the timing of when they vacated that is impacting our 2025 earnings. First, as a reminder, four of the spaces were vacated towards the end of 2024. In 2025, our three party city locations paid rent through March before vacating, and our three Joann's locations paid rent through April. We recently got back two of our Joann's, and a lease for the third, as discussed, may be assumed by a 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.

Thank you. As a reminder, to ask a question, please press star 1 1 on your telephone and wait for your name to be announced. To withdraw your question, please press star 1 1 again. Please stand by while we compile the Q&A roster. And our first question comes from RJ Milligan of Raymond James. Your line is open.

Hey, good morning, guys. 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.

Yeah, thanks, RJ. Surprisingly, at least to me, the leasing activity has been very consistent and very strong. There had not been any sort of backup or pause. uh you know tenants whether they're public or private or you know moving forward and you probably saw the release that uh burlington bought a bunch of um party city leases or in bankruptcy um i'm sorry joanne's and so um you know that's just kind of testament that you know those tenants are moving forward and in, um, in this market. So, um, yeah, so anyway, everything's been very, very good, strong and robust. So, um, I'll see any problems there.

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

Yeah, RJ, this is Phil. There's actually two leases, and they made up the bulk of the square footage in the new leases. One of them was replacing one of the anchors that had vacated, and another one was where we had a tenant who had no options and wanted to stay, but we could mark it up and had someone in waiting there and signed a new lease with them, and those two 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 return ending of the boxes. Is that the way to look at it?

Yes, it was on the high end of that.

Great. Thanks, guys. Thanks, RJ.

Thank you. Our next question comes from Rob Stevenson of Janie Montgomery Scott.

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

Yeah, Rob, it's still. So we have, we included the same slide we did last quarter. It's on page eight of our investor deck. And in addition, we say, you know, we're rolling those up 40 to 60%. And as I was just discussing with RJ, you know, 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 to $12 million range. If 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, PIs, commissions, the full boat when we say 9 to 12 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 nine months? Is it longer depending on the build-out? How should we be thinking about the sort of time frame? If you announced that you signed somebody in one of these spaces today, how long would it generally be before you start seeing monthly rents?

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, you know, fairly quick. Uh, but you know, on those certain circumstances, you know, for us, it's better to get a higher, higher rent, um, uh, perhaps better credit and might take longer, more to the duration of a year. Okay. All right.

That's helpful. And then how are you guys thinking about, you know, 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 that you're thinking about funding stuff, you know, with the stock at call it 18 bucks or so?

Yeah, 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 in 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, you know, that's something that's, you know, objective for us. But other than that, we are looking at perhaps recycling some assets into, you know, better opportunity properties that have been stabilized. And, you know, given that we're seeing capital come back into the space, as we've talked about in the previous quarters, you know, we're seeing pricing drop. 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 a higher yielding and opportunistic sort of properties that we've been buying lately. So a little bit of a combination of things.

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

Yeah, so the three-party cities combined, when you include The recovery is close to $900,000 a year. Okay. And the three Joanns, I'll just give you the two because it looks like one is going to be assumed. So out of the two, they were paying actually about $600,000 a year. Okay. So that would be – the party cities were there for the full first quarter, and it will be dropping off. All three Joanns paid for April, then two will drop off. I dedicated the number 600,000 on, and then the other one pretty far along.

Okay. That's helpful. Thanks, guys, and have a good weekend.

You too. Thank you.

Thank you. And our next question comes from Matthew Erdner of Jones Trading. Your line is open.

Hey, good morning, guys. Thanks for taking the question. You know, as we look at the investment guidance, you know, what's going to kind of drive it to that high range? You know, 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 mean, I think that, you know, Given that we're seeing strong leasing activity, that certainly is one component. But as we talked about, there is a lag there. And we are starting to see a lot more properties coming to market. And so that's good news is there's more opportunities out there. Bad news is there's a lot more competitors. But we think we're going to find the opportunities where we can connect with something here. So, um, just a little bit of a combination of things. And then obviously the recycling would be something that, um, would, would be more for next year, uh, given the timing. But, you know, certainly that's sort of, uh, an easy putt, if you will, to, uh, to have that sort of, um, calculation done to, uh, enhance our growth, earnings growth.

Yeah, got it. That's helpful. And then, you know, I've, 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?

Yeah, 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 turn out a significant portion of our credit facility very quickly if we needed to, to get that liquidity right back.

Got it. That's helpful. I appreciate it. Great. Thank you.

Thank you. And our next question comes from John Masaka of B Reilly Securities. Your line is open.

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

Yeah, so it's a little bit of a disconnect between sort of the credit spreads and 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, you know, 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, you know, so the market, the 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, you know, what we're hearing from the debt side as well is that, you know, the debt, property debt has been very supportive from all the credit funds and banks and even CDBS. So it's, you know, nothing's been really disrupted in the capital markets on the shopping center side yet.

Okay. Understood. And then, you know, just because you're pretty active on the acquisition front last year, I mean, how is the kind of non-STAMES or portfolio trending in terms of NOI growth? I mean, it's positive.

So, you know, we're not seeing any sort of situations where tenants are rolling down their rents. We're still able to roll them up. So, you know, given, especially given where we're buying assets, right? I mean, like for Ashley, Ashley, the town center that we just mentioned that in our earnings that, you know, buying that, you know, less than half our replacement costs, you know, for tenants is still a bargain for the rental rent levels that we've purchased that on. So they're seeing some rent shock at other locations. So there's no resistance to pushing those rents up, given that they really got a bargain five 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, you know, traffic's up, uh, sales are up. So, you know, that's, that's causing the kind of a good backdrop to raising rents.

Okay. If I think of like the acquisitions you did, I believe it was in 3Q of last year. I mean, you know, what's kind of the timeline to mark to market on those? I know it was kind of potentially accelerated by some of these, you know, bankruptcies that occurred late last year, but, um, Is that kind of something that could happen this year still? Is that something that's kind of two, three years out, just kind of broad strokes? I wouldn't say two or three 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 know, you're talking about early part of next year through the middle part of next year You know, I think I think you can kind of see some real movement middle part of next year for sure Okay, I appreciate that color that's it for me, thank you.

Thanks.

Thank you Our next question comes from Grav Mehta of Alliance Global Partners your line is open and

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

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

Okay. Second question, on the releasing CapEx of $9 to $12 million, how much of that is already spent, and how much do you expect to spend this year?

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

Okay. Thank you. That's all I have. Thank you.

Our next question comes from Craig Cucera of Lucid Capital Markets. Your line is open.

Yeah, hey, good morning, guys. 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 mid-year?

We're starting to see some interesting other opportunities. So it has changed a little bit as far as the character of the investment opportunity. So we're excited again on perhaps being active in the next kind of three 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 any kind of renovation there, so it would be light touch CapEx.

Got it. And you had some shifting assumptions in your sign that opened ABR recognition timing. Should we expect, you know, kind of a quiet second, maybe even third quarter? Or how should we think about the cadence there?

The sign-out has been coming online, Craig?

Yes.

Yes, it'll be the second half, and it'll build. So, you know, more so in the third quarter and then fourth quarter.

Okay, great. Appreciate the time, guys. Thank you.

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