UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On October 26, 2023, CTO Realty Growth, Inc., a Maryland corporation (the "Company"), issued an earnings press release, an investor presentation, and a supplemental disclosure package relating to the Company’s financial results for the quarter ended September 30, 2023. Copies of the press release, investor presentation, and supplemental disclosure package are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated herein by reference.
The information in Item 2.02 of this Current Report, including Exhibits 99.1, 99.2 and 99.3, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless it is specifically incorporated by reference therein.
Item 7.01. Regulation FD Disclosure
On October 26, 2023, the Company issued an earnings press release, an investor presentation, and a supplemental disclosure package relating to the Company’s financial results for the quarter ended September 30, 2023. Copies of the earnings press release, investor presentation, and supplemental disclosure package are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated herein by reference.
The furnishing of these materials is not intended to constitute a representation that such furnishing is required by Regulation FD or other securities laws, or that the materials include material investor information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information in the future.
The information in Item 7.01 of this Current Report, including Exhibits 99.1, 99.2 and 99.3, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or the Exchange Act, unless it is specifically incorporated by reference therein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 26, 2023
CTO Realty Growth, Inc.
By: /s/ Matthew M. Partridge
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
Press Release
Contact:Matthew M. Partridge
Senior Vice President, Chief Financial Officer, and Treasurer
(407) 904-3324
mpartridge@ctoreit.com
FOR IMMEDIATE RELEASE | CTO Realty Growth Reports Third Quarter 2023 Operating Results |
WINTER PARK, FL – October 26, 2023 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”) today announced its operating results and earnings for the quarter ended September 30, 2023.
Select Results
CEO Comments
“We had a productive third quarter, selling one of our three remaining single tenant office properties at a gain and acquiring an additional 10 acres of land adjacent to our Collection at Forsyth property outside of Atlanta,” said John P. Albright, President and Chief Executive Officer of CTO Realty Growth, Inc. “Operationally, we improved our NOI margins within our existing portfolio through a combination of new tenant rent commencements and property-level cost controls, while also continuing our leasing momentum by leasing over 130,000 square feet during the quarter, generating comparable leasing spreads of 11.4% after excluding the impact of the replacement tenant for The Hall.”
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Quarterly Financial Results Highlights
The table below provides a summary of the Company’s operating results for the three months ended September 30, 2023:
For the Three Months Ended September 30, 2023 |
| For the Three Months Ended September 30, 2022 | | Variance to Comparable Period in the Prior Year | |||||||||
Net Income Attributable to the Company | $ | 2,686 | | $ | 4,817 | | $ | (2,131) | (44.2%) | ||||
Net Income Attributable to Common Stockholders | $ | 1,491 | | $ | 3,622 | | $ | (2,131) | (58.8%) | ||||
Net Income per Diluted Share Attributable to Common Stockholders (1) | $ | 0.07 | | $ | 0.19 | | $ | (0.12) | (63.2%) | ||||
| | | | | | | | | | ||||
Core FFO Attributable to Common Stockholders (2) | $ | 10,462 | | $ | 8,684 | | $ | 1,778 | 20.5% | ||||
Core FFO per Common Share – Diluted (2) | $ | 0.47 | | $ | 0.47 | | $ | — | 0.0% | ||||
| | | | | | | | | | ||||
AFFO Attributable to Common Stockholders (2) | $ | 10,766 | | $ | 8,957 | | $ | 1,809 | 20.2% | ||||
AFFO per Common Share – Diluted (2) | $ | 0.48 | | $ | 0.49 | | $ | (0.01) | (2.0%) | ||||
| | | | | | | | | | ||||
Dividends Declared and Paid, per Preferred Share | $ | 0.40 | $ | 0.40 | | $ | — | 0.0% | |||||
Dividends Declared and Paid, per Common Share | $ | 0.38 | | $ | 0.38 | | $ | — | 0.0% | ||||
(1) | For the three months ended September 30, 2023, the denominator for this measure excludes the impact of 3.4 million shares related to the Company’s adoption of ASU 2020-06, effective January 1, 2022, which requires presentation on an if-converted basis for its 2025 Convertible Senior Notes, as the impact would be anti-dilutive. For the three months ended September 30, 2022, the denominator for this measure includes the impact of 3.1 million shares as the impact was dilutive for the period. |
(2) | See the “Non-GAAP Financial Measures” section and tables at the end of this press release for a discussion and reconciliation of Net Income Attributable to the Company to non-GAAP financial measures, including FFO Attributable to Common Stockholders, FFO per Common Share - Diluted, Core FFO Attributable to Common Stockholders, Core FFO per Common Share – Diluted, AFFO Attributable to Common Stockholders and AFFO per Common Share - Diluted. |
Year-to-Date Financial Results Highlights
The tables below provide a summary of the Company’s operating results for the nine months ended September 30, 2023:
(in thousands, except per share data) | For the Nine Months Ended September 30, 2023 |
| For the Nine Months Ended September 30, 2022 | | Variance to Comparable Period in the Prior Year | ||||||||
Net Income (Loss) Attributable to the Company | $ | (1,507) | | $ | 6,237 | | $ | (7,744) | (124.2%) | ||||
Net Income (Loss) Attributable to Common Stockholders | $ | (5,092) | | $ | 2,651 | | $ | (7,743) | (292.1%) | ||||
Net Income (Loss) per Diluted Share Attributable to Common Stockholders (1) | $ | (0.23) | | $ | 0.15 | | $ | (0.38) | (253.3%) | ||||
| | | | | | | | | | ||||
Core FFO Attributable to Common Stockholders (2) | $ | 28,937 | | $ | 25,396 | | $ | 3,541 | 13.9% | ||||
Core FFO per Common Share – Diluted (2) | $ | 1.28 | | $ | 1.41 | | $ | (0.13) | (9.2%) | ||||
| | | | | | | | | | ||||
AFFO Attributable to Common Stockholders (2) | $ | 31,410 | | $ | 26,564 | | $ | 4,846 | 18.2% | ||||
AFFO per Common Share – Diluted (2) | $ | 1.39 | | $ | 1.47 | | $ | (0.08) | (5.4%) | ||||
| | | | | | | | | | ||||
Dividends Declared and Paid, per Preferred Share | $ | 1.20 | $ | 1.20 | | $ | 0.00 | 0.0% | |||||
Dividends Declared and Paid, per Common Share | $ | 1.14 | | $ | 1.11 | | $ | 0.03 | 2.4% | ||||
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(1) | The denominator for this measure excludes the impact of 3.3 million and 3.1 million shares for the nine months ended September 30, 2023 and 2022, respectively, related to the Company’s adoption of ASU 2020-06, effective January 1, 2022, which requires presentation on an if-converted basis for its 2025 Convertible Senior Notes, as the impact would be anti-dilutive. |
(2) | See the “Non-GAAP Financial Measures” section and tables at the end of this press release for a discussion and reconciliation of Net Income (Loss) Attributable to the Company to non-GAAP financial measures, including FFO Attributable to Common Stockholders, FFO per Common Share - Diluted, Core FFO Attributable to Common Stockholders, Core FFO per Common Share – Diluted, AFFO Attributable to Common Stockholders and AFFO per Common Share - Diluted. |
Investments
During the three months ended September 30, 2023, the Company invested $4.3 million into 10.6 acres of land adjacent to The Collection at Forsyth.
During the nine months ended September 30, 2023, the Company invested $80.0 million into four retail property acquisitions totaling 470,600 square feet and one land parcel, and originated one $15.0 million first mortgage structured investment. These investments represent a weighted average going-in cash yield of 7.7%.
Dispositions
During the three months ended September 30, 2023, the Company sold two retail properties for total disposition volume of $20.9 million at a weighted average exit cap rate of 6.9%, generating total gains on sales of $2.5 million.
During the nine months ended September 30, 2023, the Company sold three retail properties for total disposition volume of $22.9 million at a weighted average exit cap rate of 6.7%, generating total gains on sales of $3.3 million.
Portfolio Summary
The Company’s income property portfolio consisted of the following as of September 30, 2023:
Asset Type |
| # of Properties |
| Square Feet |
| Weighted Average Remaining Lease Term |
Single Tenant |
| 7 |
| 372 |
| 5.3 years |
Multi-Tenant |
| 16 |
| 3,746 |
| 4.3 years |
Total / Weighted Average Lease Term |
| 23 |
| 4,118 |
| 5.1 years |
Square feet in thousands.
Property Type |
| # of Properties |
| Square Feet |
| % of Cash Base Rent |
Retail |
| 16 |
| 2,432 |
| 56.9% |
Office | | 2 | | 331 | | 7.5% |
Mixed-Use | | 5 | | 1,355 | | 35.6% |
Total / Weighted Average Lease Term |
| 23 |
| 4,118 |
| 100% |
Square feet in thousands.
Leased Occupancy | 92.8% | | |
Occupancy | 89.6% | | |
Same Property Net Operating Income
During the third quarter of 2023, the Company’s Same-Property NOI totaled $10.8 million, a decrease of (4.5%) over the comparable prior year period, as presented in the following table.
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For the Three Months Ended September 30, 2023 |
| For the Three Months Ended September 30, 2022 | | Variance to Comparable Period in the Prior Year | |||||
Single Tenant | $ | 1,791 | | $ | 1,699 | | $ | 92 | 5.4% |
Multi-Tenant | | 8,971 | | | 9,575 | | | (604) | (6.3%) |
Total | $ | 10,762 | | $ | 11,274 | | $ | (512) | (4.5%) |
$ in thousands.
Year-to-date, the Company’s Same-Property NOI totaled $29.4 million, a decrease of (3.4%) over the comparable prior year period, as presented in the following table.
For the Nine Months Ended September 30, 2023 |
| For the Nine Months Ended September 30, 2022 | | Variance to Comparable Period in the Prior Year | |||||
Single Tenant | $ | 5,125 | | $ | 4,880 | | $ | 245 | 5.0% |
Multi-Tenant | | 24,279 | | | 25,544 | | | (1,265) | (5.0%) |
Total | $ | 29,404 | | $ | 30,424 | | $ | (1,020) | (3.4%) |
$ in thousands.
Leasing Activity
During the quarter ended September 30, 2023, the Company signed 21 leases totaling 132,552 square feet. On a comparable basis, which excludes vacancy existing at the time of acquisition, CTO signed 14 leases totaling 106,190 square feet at an average cash base rent of $25.79 per square foot compared to a previous average cash base rent of $25.90 per square foot, representing (0.4%) comparable decrease.
A summary of the Company’s overall leasing activity for the quarter ended September 30, 2023, is as follows:
|
| Square Feet | Weighted Average Lease Term | Cash Rent Per Square Foot | | Tenant Improvements | | Leasing Commissions | ||||
New Leases | | 74 | | 7.0 years | | $29.49 | | $ | 1,443 | | $ | 802 |
Renewals & Extensions |
| 59 | | 4.1 years | | $20.79 | | | 89 | | | 63 |
Total / Weighted Average |
| 133 | | 5.9 years | | $25.63 | | $ | 1,532 | | $ | 865 |
In thousands, except for per square foot and weighted average lease term data.
Comparable leases compare leases signed on a space for which there was previously a tenant.
Overall leasing activity does not include lease termination agreements or lease amendments related to tenant bankruptcy proceedings.
Year-to-date, the Company signed 70 leases totaling 399,914 square feet. On a comparable basis, which excludes vacancy existing at the time of acquisition, CTO signed 45 leases totaling 267,301 square feet at an average cash base rent of $26.15 per square foot compared to a previous average cash base rent of $25.01 per square foot, representing 4.6% comparable growth.
A summary of the Company’s overall leasing activity for year-to-date 2023, is as follows:
|
| Square Feet | Weighted Average Lease Term | Cash Rent Per Square Foot | | Tenant Improvements | | Leasing Commissions | ||||
New Leases | | 198 | | 8.3 years | | $24.93 | | $ | 4,373 | | $ | 2,109 |
Renewals & Extensions |
| 202 | | 4.2 years | | $24.21 | | | 142 | | | 136 |
Total / Weighted Average |
| 400 | | 6.3 years | | $24.57 | | $ | 4,515 | | $ | 2,245 |
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In thousands, except for per square foot and weighted average lease term data.
Comparable leases compare leases signed on a space for which there was previously a tenant.
Overall leasing activity does not include lease termination agreements or lease amendments related to tenant bankruptcy proceedings.
Subsurface Interests and Mitigation Credits
During the three months ended September 30, 2023, the Company sold approximately 465 acres of subsurface oil, gas, and mineral rights for $0.6 million.
During the nine months ended September 30, 2023, the Company sold approximately 3,481 acres of subsurface oil, gas, and mineral rights for $1.0 million, resulting in a gain of $1.0 million.
During the three months ended September 30, 2023, the Company sold 1.0 mitigation credit for $0.1 million.
During the nine months ended September 30, 2023, the Company sold approximately 9.5 mitigation credits for $1.1 million, resulting in a gain of $0.3 million.
Capital Markets and Balance Sheet
During the quarter ended September 30, 2023, the Company completed the following capital markets activities:
| ◾ | Repurchased 6,048 shares of Series A Preferred Stock at an average price of $18.52 per share. |
| ◾ | Entered into $160 million of 5-year forward starting interest rate swap agreements to fix SOFR at a weighted average fixed swap rate of 3.78% for periods ending between 2031 and 2033. |
The following table provides a summary of the Company’s long-term debt, at face value, as of September 30, 2023:
| Principal |
| Interest Rate |
| Maturity Date | |
2025 Convertible Senior Notes |
| $51.0 million |
| 3.875% |
| April 2025 |
2026 Term Loan (1) |
| 65.0 million |
| SOFR + 10 bps + [1.25% – 2.20%] |
| March 2026 |
Mortgage Note (2) |
| 17.8 million |
| 4.06% |
| August 2026 |
Revolving Credit Facility (3) |
| 216.0 million |
| SOFR + 10 bps + [1.25% – 2.20%] |
| January 2027 |
2027 Term Loan (4) |
| 100.0 million |
| SOFR + 10 bps + [1.25% – 2.20%] |
| January 2027 |
2028 Term Loan (5) | 100.0 million |
| SOFR + 10 bps + [1.20% – 2.15%] |
| January 2028 | |
Total Debt / Weighted Average Interest Rate |
| $549.8 million |
| 4.56% |
|
(1) | The Company utilized interest rate swaps on the $65.0 million 2026 Term Loan balance to fix SOFR and achieve a weighted average fixed swap rate of 0.26% plus the 10 bps SOFR adjustment plus the applicable spread. |
(2) | Mortgage note assumed in connection with the acquisition of Price Plaza Shopping Center located in Katy, Texas. |
(3) | The Company utilized interest rate swaps on $100.0 million of the Credit Facility balance to fix SOFR and achieve a weighted average fixed swap rate of 3.28% plus the 10 bps SOFR adjustment plus the applicable spread. |
(4) | The Company utilized interest rate swaps on the $100.0 million 2027 Term Loan balance to fix SOFR and achieve a fixed swap rate of 0.64% plus the 10 bps SOFR adjustment plus the applicable spread. |
(5) | The Company utilized interest rate swaps on the $100.0 million 2028 Term Loan balance to fix SOFR and achieve a weighted average fixed swap rate of 3.78% plus the 10 bps SOFR adjustment plus the applicable spread. |
As of September 30, 2023, the Company’s net debt to Pro Forma EBITDA was 7.8 times, and as defined in the Company’s credit agreement, the Company’s fixed charge coverage ratio was 2.6 times. As of September 30, 2023, the Company’s net debt to total enterprise value was 54.0%. The Company calculates total enterprise value as the sum of net debt, par value of its 6.375% Series A preferred equity, and the market value of the Company's outstanding common shares.
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Dividends
On August 23, 2023, the Company announced cash dividends on its common stock and Series A Preferred stock for the third quarter of 2023 of $0.38 per share and $0.40 per share, respectively, payable on September 29, 2023 to stockholders of record as of the close of business on September 14, 2023. The third quarter 2023 common stock cash dividend represents a payout ratio of 80.9% and 79.2% of the Company’s third quarter 2023 Core FFO per diluted share and AFFO per diluted share, respectively.
The Company has increased its Core FFO and AFFO outlook for 2023 and has revised certain assumptions to take into account the Company’s year-to-date performance and revised expectations regarding the Company’s operational and investment activities and forecasted capital markets transactions. The Company’s outlook for 2023 assumes continued stability in economic activity, stable or positive business trends related to each of our tenants and other significant assumptions.
The Company’s increased outlook for 2023 is as follows:
| 2023 Guidance Range | ||
| Low | | High |
Core FFO Per Diluted Share | $1.58 | to | $1.62 |
AFFO Per Diluted Share | $1.72 | to | $1.76 |
The Company’s 2023 guidance includes, but is not limited to the following assumptions:
| ◾ | Same-Property NOI decrease of (4%) to (1%), including the impact of completed and forecasted asset sales, bad debt expense, occupancy loss and costs associated with tenants in bankruptcy and/or tenant lease defaults. |
| ◾ | General and administrative expense within a range of $14 million to $15 million. |
| ◾ | Weighted average diluted shares outstanding of approximately 22.5 million shares. |
| ◾ | Year-end 2023 leased occupancy projected to be within a range of 93.0% to 94.0%, after accounting for the Company’s year-to-date and forecasted 2023 income property acquisitions and dispositions. |
| ◾ | Investment in income producing assets, including structured investments, between $95 million and $100 million at a weighted average initial cash yield of approximately 7.70%. |
| ◾ | Disposition of assets between $38 million and $65 million at a weighted average exit cash yield between 6.15% and 6.75%. |
Earnings Conference Call & Webcast
The Company will host a conference call to present its operating results for the quarter ended September 30, 2023 on Friday, October 27, 2023, at 9:00 AM ET.
A live webcast of the call will be available on the Investor Relations page of the Company’s website at www.ctoreit.com or at the link provided in the event details below. To access the call by phone, please go to the link provided in the event details below and you will be provided with dial-in details.
Webcast: https://edge.media-server.com/mmc/p/zzoarkys
Dial-In: https://register.vevent.com/register/BIc2862b1fbbca4c92b7d5c569a5f682e5
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We encourage participants to dial into the conference call at least fifteen minutes ahead of the scheduled start time. A replay of the earnings call will be archived and available online through the Investor Relations section of the Company’s website at www.ctoreit.com.
About CTO Realty Growth, Inc.
CTO Realty Growth, Inc. is a publicly traded real estate investment trust that owns and operates a portfolio of high-quality, retail-based properties located primarily in higher growth markets in the United States. CTO also externally manages and owns a meaningful interest in Alpine Income Property Trust, Inc. (NYSE: PINE), a publicly traded net lease REIT.
We encourage you to review our most recent investor presentation and supplemental financial information, which is available on our website at www.ctoreit.com.
Safe Harbor
Certain statements contained in this press release (other than statements of historical fact) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can typically be identified by words such as “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,” “could,” “may,” “should,” “plan,” “potential,” “predict,” “forecast,” “project,” and similar expressions, as well as variations or negatives of these words.
Although forward-looking statements are made based upon management’s present expectations and reasonable beliefs concerning future developments and their potential effect upon the Company, a number of factors could cause the Company’s actual results to differ materially from those set forth in the forward-looking statements. Such factors may include, but are not limited to: the Company’s ability to remain qualified as a REIT; the Company’s exposure to U.S. federal and state income tax law changes, including changes to the REIT requirements; general adverse economic and real estate conditions; macroeconomic and geopolitical factors, including but not limited to inflationary pressures, interest rate volatility, distress in the banking sector, global supply chain disruptions, and ongoing geopolitical war; the ultimate geographic spread, severity and duration of pandemics such as the COVID-19 Pandemic and its variants, actions that may be taken by governmental authorities to contain or address the impact of such pandemics, and the potential negative impacts of such pandemics on the global economy and the Company’s financial condition and results of operations; the inability of major tenants to continue paying their rent or obligations due to bankruptcy, insolvency or a general downturn in their business; the loss or failure, or decline in the business or assets of PINE; the completion of 1031 exchange transactions; the availability of investment properties that meet the Company’s investment goals and criteria; the uncertainties associated with obtaining required governmental permits and satisfying other closing conditions for planned acquisitions and sales; and the uncertainties and risk factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and other risks and uncertainties discussed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission.
There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to update the information contained in this press release to reflect subsequently occurring events or circumstances.
Non-GAAP Financial Measures
Our reported results are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We also disclose Funds From Operations (“FFO”), Core Funds From Operations (“Core FFO”), Adjusted Funds From Operations (“AFFO”), Pro Forma Earnings Before Interest, Taxes, Depreciation and Amortization (“Pro Forma EBITDA”), and Same-Property Net Operating Income (“Same-Property NOI”), each of which are non-GAAP financial measures. We believe these non-GAAP financial measures are useful to investors
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because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs.
FFO, Core FFO, AFFO, Pro Forma EBITDA, and Same-Property NOI do not represent cash generated from operating activities and are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income as a performance measure or cash flows from operating activities as reported on our statement of cash flows as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures.
We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. NAREIT defines FFO as GAAP net income or loss adjusted to exclude extraordinary items (as defined by GAAP), net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and real estate related depreciation and amortization, including the pro rata share of such adjustments of unconsolidated subsidiaries. The Company also excludes the gains or losses from sales of assets incidental to the primary business of the REIT which specifically include the sales of mitigation credits, impact fee credits, subsurface sales, and land sales, in addition to the mark-to-market of the Company’s investment securities and interest related to the 2025 Convertible Senior Notes, if the effect is dilutive. To derive Core FFO, we modify the NAREIT computation of FFO to include other adjustments to GAAP net income related to gains and losses recognized on the extinguishment of debt, amortization of above- and below-market lease related intangibles, and other unforecastable market- or transaction-driven non-cash items. To derive AFFO, we further modify the NAREIT computation of FFO and Core FFO to include other adjustments to GAAP net income related to non-cash revenues and expenses such as straight-line rental revenue, non-cash compensation, and other non-cash amortization, as well as adding back the interest related to the 2025 Convertible Senior Notes, if the effect is dilutive. Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance. We use AFFO as one measure of our performance when we formulate corporate goals.
To derive Pro Forma EBITDA, GAAP net income or loss attributable to the Company is adjusted to exclude extraordinary items (as defined by GAAP), net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and real estate related depreciation and amortization, including the pro rata share of such adjustments of unconsolidated subsidiaries, non-cash revenues and expenses such as straight-line rental revenue, amortization of deferred financing costs, above- and below-market lease related intangibles, non-cash compensation, and other non-cash income or expense. Cash interest expense is also excluded from Pro Forma EBITDA, and GAAP net income or loss is adjusted for the annualized impact of acquisitions, dispositions and other similar activities.
To derive Same-Property NOI, GAAP net income or loss attributable to the Company is adjusted to exclude extraordinary items (as defined by GAAP), gain or loss on disposition of assets, gain or loss on extinguishment of debt, impairment charges, and depreciation and amortization, including the pro rata share of such adjustments of unconsolidated subsidiaries, if any, non-cash revenues and expenses such as above- and below-market lease related intangibles, straight-line rental revenue, and other non-cash income or expense. Interest expense, general and administrative expenses, investment and other income or loss, income tax benefit or expense, real estate operations revenues and direct cost of revenues, management fee income, and interest income from commercial loans and investments are also excluded from Same-Property NOI. GAAP net income or loss is further adjusted to remove the impact of properties that were not owned for the full current and prior year reporting periods presented. Cash rental income received under the leases pertaining to the Company’s assets that are presented as commercial loans and investments in accordance with GAAP is also used in lieu of the interest income equivalent.
FFO is used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers primarily because it excludes the effect of real estate depreciation and amortization and net gains or losses on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. We believe that Core FFO and AFFO are additional useful supplemental measures for investors to consider because they will help them to better assess our operating performance without the distortions created by other non-cash revenues or expenses. We also believe that Pro Forma EBITDA is an additional useful supplemental measure for investors to consider as it
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allows for a better assessment of our operating performance without the distortions created by other non-cash revenues, expenses or certain effects of the Company’s capital structure on our operating performance. We use Same-Property NOI to compare the operating performance of our assets between periods. It is an accepted and important measurement used by management, investors and analysts because it includes all property-level revenues from the Company’s properties, less operating and maintenance expenses, real estate taxes and other property-specific expenses (“Net Operating Income” or “NOI”) of properties that have been owned and stabilized for the entire current and prior year reporting periods. Same-Property NOI attempts to eliminate differences due to the acquisition or disposition of properties during the particular period presented, and therefore provides a more comparable and consistent performance measure for the comparison of the Company's properties. FFO, Core FFO, AFFO, Pro Forma EBITDA, and Same-Property NOI may not be comparable to similarly titled measures employed by other companies.
Page 9
CTO Realty Growth, Inc.
Consolidated Balance Sheets
(In thousands, except share and per share data)
| | As of | ||||
|
| (Unaudited) September 30, 2023 |
| December 31, 2022 | ||
ASSETS | | | | | | |
Real Estate: | | | | | | |
Land, at Cost | | $ | 235,880 | | $ | 233,930 |
Building and Improvements, at Cost | | | 588,224 | | | 530,029 |
Other Furnishings and Equipment, at Cost | | | 851 | | | 748 |
Construction in Process, at Cost | | | 4,127 | | | 6,052 |
Total Real Estate, at Cost | | | 829,082 | | | 770,759 |
Less, Accumulated Depreciation | | | (50,117) | | | (36,038) |
Real Estate—Net | | | 778,965 | | | 734,721 |
Land and Development Costs | | | 698 | | | 685 |
Intangible Lease Assets—Net | | | 105,851 | | | 115,984 |
Assets Held for Sale | | | 14,504 | | | — |
Investment in Alpine Income Property Trust, Inc. | | | 38,162 | | | 42,041 |
Mitigation Credits | | | 1,872 | | | 1,856 |
Mitigation Credit Rights | | | — | | | 725 |
Commercial Loans and Investments | | | 46,572 | | | 31,908 |
Cash and Cash Equivalents | | | 7,015 | | | 19,333 |
Restricted Cash | | | 22,618 | | | 1,861 |
Refundable Income Taxes | | | 430 | | | 448 |
Deferred Income Taxes—Net | | | 2,363 | | | 2,530 |
Other Assets | | | 47,323 | | | 34,453 |
Total Assets | | $ | 1,066,373 | | $ | 986,545 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | |
Liabilities: | | | | | | |
Accounts Payable | | $ | 3,969 | | $ | 2,544 |
Accrued and Other Liabilities | | | 18,660 | | | 18,028 |
Deferred Revenue | | | 6,251 | | | 5,735 |
Intangible Lease Liabilities—Net | | | 11,203 | | | 9,885 |
Long-Term Debt | | | 548,219 | | | 445,583 |
Total Liabilities | | | 588,302 | | | 481,775 |
Commitments and Contingencies | | | | | | |
Stockholders’ Equity: | | | | | | |
Preferred Stock – 100,000,000 shares authorized; $0.01 par value, 6.375% Series A Cumulative Redeemable Preferred Stock, $25.00 Per Share Liquidation Preference, 2,993,206 shares issued and outstanding at September 30, 2023 and 3,000,000 shares issued and outstanding at December 31, 2022 | | | 30 | | | 30 |
Common Stock – 500,000,000 shares authorized; $0.01 par value, 22,701,072 shares issued and outstanding at September 30, 2023; and 22,854,775 shares issued and outstanding at December 31, 2022 | | | 227 | | | 229 |
Additional Paid-In Capital | | | 168,875 | | | 172,471 |
Retained Earnings | | | 284,789 | | | 316,279 |
Accumulated Other Comprehensive Income | | | 24,150 | | | 15,761 |
Total Stockholders’ Equity | | | 478,071 | | | 504,770 |
Total Liabilities and Stockholders’ Equity | | $ | 1,066,373 | | $ | 986,545 |
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CTO Realty Growth, Inc.
Consolidated Statements of Operations
(Unaudited)
(In thousands, except share, per share and dividend data)
| | Three Months Ended | | Nine Months Ended | ||||||||
| | September 30, | | September 30, | | September 30, | | September 30, | ||||
|
| 2023 |
| 2022 |
| 2023 |
| 2022 | ||||
Revenues | | | | | | | | | | | | |
Income Properties | | $ | 25,183 | | $ | 17,694 | | $ | 70,373 | | $ | 49,229 |
Management Fee Income | | | 1,094 | | | 951 | | | 3,294 | | | 2,835 |
Interest Income From Commercial Loans and Investments | | | 1,114 | | | 1,323 | | | 2,965 | | | 3,331 |
Real Estate Operations | | | 1,079 | | | 3,149 | | | 2,602 | | | 4,395 |
Total Revenues | | | 28,470 | | | 23,117 | | | 79,234 | | | 59,790 |
Direct Cost of Revenues | | | | | | | | | | | | |
Income Properties | | | (7,060) | | | (5,115) | | | (20,883) | | | (13,943) |
Real Estate Operations | | | (152) | | | (1,661) | | | (876) | | | (1,940) |
Total Direct Cost of Revenues | | | (7,212) | | | (6,776) | | | (21,759) | | | (15,883) |
General and Administrative Expenses | | | (3,439) | | | (3,253) | | | (10,493) | | | (8,972) |
Provision for Impairment | | | (929) | | | — | | | (1,408) | | | — |
Depreciation and Amortization | | | (11,669) | | | (7,305) | | | (32,814) | | | (20,401) |
Total Operating Expenses | | | (23,249) | | | (17,334) | | | (66,474) | | | (45,256) |
Gain on Disposition of Assets | | | 2,464 | | | 4,973 | | | 3,565 | | | 4,728 |
Other Gains and Income | | | 2,464 | | | 4,973 | | | 3,565 | | | 4,728 |
Total Operating Income | | | 7,685 | | | 10,756 | | | 16,325 | | | 19,262 |
Investment and Other Income (Loss) | | | 1,184 | | | (3,065) | | | (1,296) | | | (6,270) |
Interest Expense | | | (6,318) | | | (3,037) | | | (16,161) | | | (7,216) |
Income (Loss) Before Income Tax Benefit (Expense) | | | 2,551 | | | 4,654 | | | (1,132) | | | 5,776 |
Income Tax Benefit (Expense) | | | 135 | | | 163 | | | (375) | | | 461 |
Net Income (Loss) Attributable to the Company | | | 2,686 | | | 4,817 | | | (1,507) | | | 6,237 |
Distributions to Preferred Stockholders | | | (1,195) | | | (1,195) | | | (3,585) | | | (3,586) |
Net Income (Loss) Attributable to Common Stockholders | | $ | 1,491 | | $ | 3,622 | | $ | (5,092) | | $ | 2,651 |
| | | | | | | | | | | | |
Per Share Information: | | | | | | | | | | | | |
Basic Net Income (Loss) Attributable to Common Stockholders | | $ | 0.07 | | $ | 0.20 | | $ | (0.23) | | $ | 0.15 |
Diluted Net Income (Loss) Attributable to Common Stockholders | | $ | 0.07 | | $ | 0.19 | | $ | (0.23) | | $ | 0.15 |
| | | | | | | | | | | | |
Weighted Average Number of Common Shares | | | | | | | | | | | | |
Basic | | | 22,484,561 | | | 18,386,435 | | | 22,556,642 | | | 18,044,299 |
Diluted | | | 22,484,561 | | | 21,505,460 | | | 22,556,642 | | | 18,044,299 |
| | | | | | | | | | | | |
Dividends Declared and Paid – Preferred Stock | | $ | 0.40 | | $ | 0.40 | | $ | 1.20 | | $ | 1.20 |
Dividends Declared and Paid – Common Stock | | $ | 0.38 | | $ | 0.38 | | $ | 1.14 | | $ | 1.11 |
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CTO Realty Growth, Inc.
Non-GAAP Financial Measures
Same-Property NOI Reconciliation
(Unaudited)
| Three Months Ended | | Nine Months Ended | |||||||||
Net Income (Loss) Attributable to the Company | $ | 2,686 |
| $ | 4,817 | | $ | (1,507) | | $ | 6,237 | |
Loss (Gain) on Disposition of Assets | | (2,464) | | | (4,973) | | | (3,565) | | | (4,728) | |
Provision for Impairment | | 929 | | | — | | | 1,408 | | | — | |
Depreciation and Amortization | | 11,669 | | | 7,305 | | | 32,814 | | | 20,401 | |
Amortization of Intangibles to Lease Income | | (487) | | | (507) | | | (1,793) | | | (1,485) | |
Straight-Line Rent Adjustment | | 790 | | | 600 | | | 919 | | | 1,645 | |
COVID-19 Rent Repayments | | (3) | | | (26) | | | (46) | | | (79) | |
Accretion of Tenant Contribution | | 38 | | | 38 | | | 114 | | | 114 | |
Interest Expense | | 6,318 | | | 3,037 | | | 16,161 | | | 7,216 | |
General and Administrative Expenses | | 3,439 | | | 3,253 | | | 10,493 | | | 8,972 | |
Investment and Other Income (Loss) | | (1,184) | | | 3,065 | | | 1,296 | | | 6,270 | |
Income Tax (Benefit) Expense | | (135) | | | (163) | | | 375 | | | (461) | |
Real Estate Operations Revenues | | (1,079) | | | (3,149) | | | (2,602) | | | (4,395) | |
Real Estate Operations Direct Cost of Revenues | | 152 | | | 1,661 | | | 876 | | | 1,940 | |
Management Fee Income | | (1,094) | | | (951) | | | (3,294) | | | (2,835) | |
Interest Income from Commercial Loans and Investments | | (1,114) | | | (1,323) | | | (2,965) | | | (3,331) | |
Less: Impact of Properties Not Owned for the Full Reporting Period | | (7,699) | | | (1,410) | | | (19,280) | | | (5,057) | |
Same-Property NOI | $ | 10,762 |
| $ | 11,274 | | $ | 29,404 | | $ | 30,424 | |
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CTO Realty Growth, Inc.
Non-GAAP Financial Measures
(Unaudited)
(In thousands, except per share data)
| | Three Months Ended | | Nine Months Ended | ||||||||
| | September 30, 2023 | | September 30, 2022 | | September 30, 2023 | | September 30, 2022 | ||||
Net Income (Loss) Attributable to the Company | | $ | 2,686 | | $ | 4,817 | | $ | (1,507) | | $ | 6,237 |
Add Back: Effect of Dilutive Interest Related to 2025 Notes (1) | | | — | | | 539 | | | — | | | — |
Net Income (Loss) Attributable to the Company, If-Converted | | $ | 2,686 | | $ | 5,356 | | $ | (1,507) | | $ | 6,237 |
Depreciation and Amortization of Real Estate | | | 11,651 | | | 7,283 | | | 32,769 | | | 20,359 |
Loss (Gain) on Disposition of Assets, Net of Tax | | | (2,741) | | | (4,973) | | | (3,565) | | | (4,728) |
Gains on Disposition of Other Assets | | | (926) | | | (1,509) | | | (1,739) | | | (2,473) |
Provision for Impairment | | | 929 | | | — | | | 1,408 | | | — |
Unrealized Loss (Income) on Investment Securities | | | (429) | | | 3,754 | | | 5,663 | | | 8,102 |
Extinguishment of Contingent Obligation | | | — | | | — | | | (2,300) | | | — |
Funds from Operations | | $ | 11,170 | | $ | 9,911 | | $ | 30,729 | | $ | 27,497 |
Distributions to Preferred Stockholders | | | (1,195) | | | (1,195) | | | (3,585) | | | (3,586) |
Funds From Operations Attributable to Common Stockholders | | $ | 9,975 | | $ | 8,716 | | $ | 27,144 | | $ | 23,911 |
Amortization of Intangibles to Lease Income | | | 487 | | | 507 | | | 1,793 | | | 1,485 |
Less: Effect of Dilutive Interest Related to 2025 Notes (1) | | | — | | | (539) | | | — | | | — |
Core Funds From Operations Attributable to Common Stockholders | | $ | 10,462 | | $ | 8,684 | | $ | 28,937 | | $ | 25,396 |
Adjustments: | | | | | | | | | | | | |
Straight-Line Rent Adjustment | | | (790) | | | (600) | | | (919) | | | (1,645) |
COVID-19 Rent Repayments | | | 3 | | | 26 | | | 46 | | | 79 |
Other Depreciation and Amortization | | | 24 | | | (29) | | | (92) | | | (199) |
Amortization of Loan Costs and Discount on Convertible Debt | | | 199 | | | 64 | | | 636 | | | 510 |
Non-Cash Compensation | | | 868 | | | 812 | | | 2,802 | | | 2,423 |
Adjusted Funds From Operations Attributable to Common Stockholders | | $ | 10,766 | | $ | 8,957 | | $ | 31,410 | | $ | 26,564 |
| | | | | | | | | | | | |
FFO Attributable to Common Stockholders per Common Share – Diluted | | $ | 0.44 | | $ | 0.41 | | $ | 1.20 | | $ | 1.33 |
Core FFO Attributable to Common Stockholders per Common Share – Diluted | | $ | 0.47 | | $ | 0.47 | | $ | 1.28 | | $ | 1.41 |
AFFO Attributable to Common Stockholders per Common Share – Diluted | | $ | 0.48 | | $ | 0.49 | | $ | 1.39 | | $ | 1.47 |
(1) | For the three months ended September 30, 2023 and the nine months ended September 30, 2023 and 2022, interest related to the 2025 Convertible Senior Notes excluded from net income (loss) attributable to the Company to derive FFO effective January 1, 2022 due to the implementation of ASU 2020-06 which requires presentation on an if-converted basis, as the impact to net income (loss) attributable to common stockholders would be anti-dilutive. For the three months ended September 30, 2022, interest related to the 2025 Convertible Senior Notes was added back to net income (loss) attributable to the Company to derive FFO, as the impact to net income (loss) attributable to common stockholders was dilutive. |
Page 13
CTO Realty Growth, Inc.
Non-GAAP Financial Measures
Reconciliation of Net Debt to Pro Forma EBITDA
(Unaudited)
(In thousands)
|
| |
Net Income Attributable to the Company | $ | 2,686 |
Depreciation and Amortization of Real Estate | 11,651 | |
Gain on Disposition of Assets, Net of Tax | | (2,741) |
Gains on the Disposition of Other Assets |
| (926) |
Provision for Impairment | | 929 |
Unrealized Gain on Investment Securities |
| (429) |
Distributions to Preferred Stockholders | | (1,195) |
Straight-Line Rent Adjustment |
| (790) |
Amortization of Intangibles to Lease Income | 487 | |
Other Non-Cash Amortization |
| 24 |
Amortization of Loan Costs and Discount on Convertible Debt |
| 199 |
Non-Cash Compensation |
| 868 |
Interest Expense, Net of Amortization of Loan Costs and Discount on Convertible Debt |
| 6,119 |
EBITDA | $ | 16,882 |
| | |
Annualized EBITDA | $ | 67,528 |
Pro Forma Annualized Impact of Current Quarter Investments and Dispositions, Net (1) | | (1,166) |
Pro Forma EBITDA | $ | 66,362 |
| | |
Total Long-Term Debt | $ | 548,219 |
Financing Costs, Net of Accumulated Amortization | | 1,370 |
Unamortized Convertible Debt Discount | | 245 |
Cash & Cash Equivalents | | (7,015) |
Restricted Cash | | (22,618) |
Net Debt | $ | 520,201 |
| | |
Net Debt to Pro Forma EBITDA | 7.8x | |
| | |
(1) | Reflects the pro forma annualized impact on Annualized EBITDA of the Company’s investments and disposition activity during the three months ended September 30, 2023. |
Page 14
| Investor Presentation REALTY GROWTH October 2023 The Collection at Forsyth Cumming, GA |
| © CTO Realty Growth, Inc. | ctoreit.com CTO Realty Growth Company Profile 2 As of September 30, 2023, unless otherwise noted. 1. As of October 25, 2023. 2. Based on $15.73 per share common stock price as of October 25, 2023. The Collection at Forsyth Cumming, GA 23 4.1M 9.0% PROPERTIES SQUARE FEET IMPLIED CAP RATE1 9.2% IMPLIED INVESTMENT YIELD1 $357M $550M $1.0B EQUITY MARKET CAP2 OUTSTANDING DEBT ENTERPRISE VALUE (NET OF CASH) SERIES A PREFERRED $75M Q2 2023 ANNUALIZED DIVIDEND $1.52/share 9.7% CURRENT ANNUALIZED DIVIDEND YIELD2 $34M INVESTMENT IN ALPINE INCOME PROPERTY TRUST1 $1.72 – $1.76 AFFO PER SHARE GUIDANCE RANGE |
| © CTO Realty Growth, Inc. | ctoreit.com CTO Realty Growth Overview 3 Differentiated Investment Strategy Focusing on Asset Recycling and Value-Add Acquisitions Southeast and Southwest Retail & Mixed-Use Multi-tenant portfolio in attractive business-friendly markets with strong demographics and outsized long-term growth potential Stable and Flexible Balance Sheet Ample Liquidity and No Upcoming Debt Maturities Active Asset Management Emphasizing Operational Upside Experienced Leadership Team With Deep Real Estate and REIT Experience West Broad Village Glen Allen, VA West Broad Village Glen Allen, VA Jordan Landing West Jordan, UT Legacy North Plano, TX The Collection at Forsyth Cumming, GA Madison Yards Atlanta, GA Madison Yards Atlanta, GA Daytona Beachside Restaurants Daytona Beach, FL The Strand at St. John’s Town Center Jacksonville, FL |
| © CTO Realty Growth, Inc. | ctoreit.com CTO Realty Growth Key Takeaways 4 Absolute and Relative Valuation Upside CTO currently trades at a meaningful discount to net asset value (NAV) and a relative discount to its retail-focused peer group. Track Record of Portfolio Repositioning and Earnings Growth Through Capital Recycling Strong, long-term track record of monetizing assets at favorable net investment spreads to drive accretive earnings growth and attractive risk-adjusted returns, including outperforming the FTSE NAREIT Equity REIT index and retail-focused peer group average in each of the past three years. Differentiated Investment Strategy Retail-based investment strategy focused on grocery-anchored, traditional retail and mixed-use properties with value-add or long-term residual value opportunities that leverage strong real estate fundamentals in growing markets that can be acquired at meaningful discounts to replacement cost. Diversified, Resilient Income Streams In addition to its retail-focused portfolio, CTO externally manages Alpine Income Property Trust, Inc. (NYSE: PINE), a publicly traded, single tenant net lease REIT, which provides excellent in-place cash flow and significant valuation upside through the CTO’s 15% ownership position. High-Quality Portfolio in Faster Growing, Business Friendly Locations with Operational Upside Recently constructed portfolio located in faster growing, business friendly markets such as Atlanta, Dallas, Jacksonville, Phoenix, Raleigh, Las Vegas, Tampa, Houston, and Salt Lake City, with acquired vacancy and/or repositioning upside, and no higher tax, higher cost of living MSA exposure. Attractive Dividend and Improved Payout Ratio CTO has declared and paid a $0.38 third quarter common stock cash dividend, representing an 9.7% in-place annualized yield1 .. Stable and Flexible Balance Sheet Well-diversified balance sheet with ample liquidity, no near-term debt maturities, limited floating interest rate exposure, long-term interest rate hedges in-place and a demonstrated access to multiple capital sources provides financial stability and flexibility. As of September 30, 2023, unless otherwise noted. 1. As of October 25, 2023. |
| © CTO Realty Growth, Inc. | ctoreit.com Peer Comparisons 13.1x 12.3x 10.5x 10.3x 10.1x 10.1x 9.9x 9.8x 9.7x 9.6x 7.5x 5.1% 4.4% 5.6% 5.4% 5.2% 5.7% 4.8% 9.7% 5.3% 4.7% 7.5% 3.00% 4.00% 5.00% 6.00% 7.00% 8.00% 9.00% 10.00% 6.0x 7.0x 8.0x 9.0x 10.0x 11.0x 12.0x 13.0x 14.0x FRT UE KIM AKR WSR RPT KRG CTO BRX SITC AAT 1. All dividend yields and 2023E FFO multiples are based on the closing stock price on October 25, 2023, using current annualized dividends and 2023E FFO per share estimates for the peer companies from the KeyBank The Leaderboard report dated September 29, 2023. 2023E FFO per share for CTO reflects the midpoint of Core FFO guidance provided on October 26, 2023. CTO has an outsized dividend yield and attractive absolute valuation relative to many in its retail-focused peer group and its long-term growth opportunities 5 Jordan Landing 2023 FFO Multiple West Jordan, UT 1 Annualized Dividend Yield1 CTO is trading at an implied 9.0% cap rate on its income producing property projected NOI |
| © CTO Realty Growth, Inc. | ctoreit.com Differentiated Investment Strategy 6 CTO has a retail-focused real estate strategy that emphasizes on owning, operating and investing in high-quality properties through direct investment and management structures Multi-Tenant Asset Strategy ▪ Focused on retail-based, multi-tenanted assets that have a grocery, lifestyle or community-oriented retail component and a complimentary mixed-use component, located in higher growth MSAs within the continental United States ▪ Opportunistic investment structures based on leveraging existing relationships for the risk-adjusted returns and long-term market valuation ▪ Acquisition targets are in higher growth markets and exhibit strong current in-place yields with a future potential for increased returns through a combination of vacancy lease-up, redevelopment or rolling in-place leases to higher market rental rates Monetization of Legacy Assets ▪ CTO has a number of legacy assets, that when monetized, will unlock meaningful equity to be redeployed into core strategy assets that may drive higher cash flow, Core FFO and AFFO per share Alpine Income Property Trust and Retained Net Lease Assets ▪ CTO seeded and externally manages Alpine Income Property Trust (NYSE: PINE), a pure play net lease REIT, which is a meaningful and attractive source of management fee income and dividend income through its direct investment of REIT shares and OP unit holdings Targeting Multi-Tenant, Retail-Based, Value-Add Income Property Acquisitions Monetize Legacy Mineral Rights and Other Assets Manage and Retain Ownership in Alpine REIT (NYSE:PINE) Monetize the Retained Net Lease & Office Properties at Opportunistic Valuations Focused Execution |
| © CTO Realty Growth, Inc. | ctoreit.com Real Estate and Investment Focus CTO’s investment strategy is focused on generating relative outsized returns for our shareholders by acquiring and owning well-located properties in markets and states that are business and tax friendly, where the long-term cash flows and underlying real estate values are supported by significant population and job growth. ▪ Focused on markets/states projected to have outsized job and population growth with favorable business climates ▪ Geographic emphasis set to benefit from strong retailer demand to serve increasing populations ▪ Differentiated asset investment strategy prioritizes value-add retail and mixed-use properties with strong real estate fundamentals ▪ Track record of acquiring at meaningful discounts to replacement cost and below market leases where real estate fundamentals will drive outsized rental rate growth ▪ Seek properties with leasing or repositioning upside or highly stable assets with an identifiable opportunity to Miami drive long-term, outsized risk-adjusted returns Orlando Jacksonville Tampa Atlanta Nashville Charlotte Raleigh-Durham Washington, DC Dallas Houston Austin Denver Boulder Salt Lake City Las Vegas Reno Phoenix 7 CTO Target Market |
| © CTO Realty Growth, Inc. | ctoreit.com Growth into a Leading Multi-Tenant, Retail-Focused Portfolio 8 20191 Number of Properties 34 27 22 23 23 Total Portfolio Square Feet 1.8M 2.5M 2.7M 3.7M 4.1M Occupancy 95% 93% 89% 90% 90% Annualized Cash Base Rent (Cash ABR) $27.6M $38.2M $49.6M $72.6M $76.8M % of Cash ABR from Multi-Tenant 28% Multi-Tenant 48% Multi-Tenant 79% Multi-Tenant 88% Multi-Tenant 90% Multi-Tenant % of Cash ABR from Retail & Mixed-Use 60% Retail & Mixed-Use 65% Retail & Mixed-Use 78% Retail & Mixed-Use 90% Retail & Mixed-Use 92% Retail & Mixed-Use Top Tenant as a % of ABR 12% Fidelity (S&P: A+) 9% Fidelity (S&P: A+) 7% Fidelity (S&P: A+) 5% Fidelity (S&P: A+) 5% Fidelity (S&P: A+) Top Market as a % of ABR 31% Jacksonville 22% Jacksonville 16% Atlanta 33% Atlanta 33% Atlanta Acres of Vacant Land Owned 5,306 acres 1,606 acres − − − Value of PINE Shares & Units at Quarter-End $32.4M $30.6M $41.0M $42.0M $38.2M 2020 Today2 2021 All values are as of year-end or quarter-end for their respective years, unless otherwise noted. 1. 2019 represents the year Alpine income Property Trust, Inc. (PINE) completed it’s IPO with a portfolio contributed from CTO. It also signifies the year CTO changed its investment strategy to focus on multi-tenant, retail-focused properties largely located in CTO’s newly defined target markets. 2. As of September 30, 2023. 2022 |
| © CTO Realty Growth, Inc. | ctoreit.com Durable Portfolio with Meaningful Growth Opportunities Recently constructed retail and mixed-use portfolio with a combination of value-add lease up, redevelopment and stable, in-place cash flows in some of the strongest markets in the United States. 9 Repositioning Upside Essential Retail Stable Cash Flow Legacy North Plano, TX The Collection at Forsyth Cumming, GA Madison Yards Atlanta, GA The Exchange at Gwinnett Buford, GA The Strand at St. John’s Town Center Jacksonville, FL Crossroads Towne Center Chandler, AZ Beaver Creek Crossings Apex, NC West Broad Village Glen Allen, VA Ashford Lane Atlanta, GA |
| © CTO Realty Growth, Inc. | ctoreit.com Strong Demographic-Driven Portfolio 10 Percentages listed based on Annualized Cash Base Rent for the Company’s portfolio as of September 30, 2023. Any differences are a result of rounding. 1. Source: Esri; Portfolio average weighted by the Annualized Cash Base Rent of each property. 2. As ranked by Urban Land Institute & PWC in the ‘2023 Emerging Trends in Real Estate’ publication. Income Producing Property Atlanta, GA 33% Dallas, TX 15% Richmond, VA 10% Jacksonville, FL 6% Phoenix, AZ 6% Raleigh, NC 6% Albuquerque, NM 5% Houston, TX 4% Santa Fe, NM 4% Tampa, FL 3% Daytona Beach, FL 2% Salt Lake City, UT 2% Las Vegas, NV 2% Orlando, FL <1% Denotes an MSA with over one million people; Bold denotes a Top 30 ULI Market2 % of Annualized Rent By State 205,450 Portfolio Average 5-Mile Population1 $136,550 Portfolio Average 5-Mile Household Income1 83% Percentage of Portfolio ABR from ULI’s Top 30 Markets1 > 15% 10% - 15% 5% - 10% < 5% ▪ 24% of Cash ABR from Grocery-Anchored Properties ▪ 32% of Cash ABR from Retail Power Centers ▪ 34% of Cash ABR from Retail-Focused Lifestyle & Mixed-Use Properties |
| © CTO Realty Growth, Inc. | ctoreit.com Faster Growing Markets 11 As of September 30, 2023, unless otherwise noted.. Peer information based on published information available through each company’s website as of September 1, 2023. Portfolio information for PINE is as of September 30, 2023. 1. As ranked by Urban Land Institute & PWC in the ‘2023 Emerging Trends in Real Estate’ publication. 72% 55% 30% 22% 16% 9% 9% 5% 2% 0% WSR CTO RPT SITC KRG KIM FRT BRX UE AAT % of Each Company’s Top 5 Markets in ULI’s Top 10 Markets1 Legacy North Plano, TX The recent assemblage of CTO’s portfolio has allowed it to focus on acquiring properties in faster growing markets in business-friendly states, benefitting from population growth and corresponding tenant demand. |
| © CTO Realty Growth, Inc. | ctoreit.com Recent Acquisition – The Collection at Forsyth (Atlanta) 12 560,000 square foot lifestyle property with significant repositioning upside in one of the fastest growing submarkets of Atlanta; acquired in December 2022 ▪ Built in 2008 on 59 acres, the property serves Atlanta’s fastest growing and most affluent county ▪ High-quality property acquired for $171 per square foot, meaningfully below replacement cost ▪ Utilizing the Ashford Lane leasing team to drive tenant leasing and operational synergies ▪ In the first 6 months of ownership, signed new leases, renewals, options and extensions on nearly 10% of property square feet, driving comparable rent growth of +7.8% ▪ Population over 148,300 and average household income of The Collection at Forsyth $176,200 in 5-mile radius Cumming, GA The Collection at Forsyth Cumming, GA The Collection at Forsyth Cumming, GA THE COLLECTION AT FORSYTH |
| © CTO Realty Growth, Inc. | ctoreit.com Recent Acquisition – The Collection at Forsyth (Atlanta) 13 During the third quarter of 2023, acquired a 10.6-acre land parcel adjacent to The Collection at Forsyth for future expansion ▪ Provides future growth opportunities at a high-performing property in one of the fastest-growing submarkets of Atlanta ▪ Controlling the use of the land ensures it is complimentary to the overall plans for The Collection at Forsyth ▪ Uses for the parcel will enhance the overall experience for the community and existing tenants ▪ Targeting restaurant, entertainment, medical and other retail uses The Collection at Forsyth The Collection at Forsyth Cumming, GA Future Hospital Site Acquired Parcel |
| © CTO Realty Growth, Inc. | ctoreit.com Recent Acquisition – Plaza at Rockwall (Dallas-Fort Worth) 14 Recently acquired 446,500 square foot multi-tenant, retail power center with strong in-place cash yield and future cash flow growth through re-leasing and repositioning opportunities ▪ Attractive going-in cash yield in one of the most affluent counties in all of Texas ▪ Increases the Company’s geographic and tenant diversity, including increasing exposure to high-performing tenants such as Best Buy, Dick’s Sporting Goods, Ulta Beauty, Five Below and TJX ▪ Acquired for $137 per square foot, meaningfully below replacement cost ▪ More than half of the property’s leasable area has significantly below market rents, representing long-term re-leasing and repositioning upside ▪ Average 5-mile household incomes of more than $143,200 ▪ Projected five-mile population growth of 1.22% annually over the next five years Plaza at Rockwall Rockwall, TX Plaza at Rockwall Rockwall, TX Plaza at Rockwall Rockwall, TX |
| © CTO Realty Growth, Inc. | ctoreit.com Recent Acquisition – Exchange at Gwinnett (Atlanta) 15 Newly built, multi-phase 93,366 square foot grocery-anchored property within a larger 106-acre mixed-use development; acquired direct from the developer ▪ Grocery-anchored property within the first walkable, mixed-use development near the super-regional Mall of Georgia owned by Simon Property Group ▪ Surrounded by more than 1,000 new apartments, townhomes, and senior living units ▪ All leases have base term rent increases ▪ Multi-faceted investment execution, including providing a phase II development loan that was converted to fee simple ownership following completion of the phase II construction ▪ One of the fastest growing suburbs of Atlanta with a population over 172,700 in a 5-mile radius and average household incomes over $123,000 Exchange at Gwinnett Buford, GA Exchange at Gwinnett Buford, GA Exchange at Gwinnett Buford, GA |
| © CTO Realty Growth, Inc. | ctoreit.com Repositioning – Ashford Lane (Atlanta) 16 Ashford Lane has been repositioned as the premier lifestyle, shopping and dining center within the infill Perimeter submarket of Atlanta ▪ Opportunity to deliver increased rental rates with higher-end tenants supported by new multi-family and office development ▪ Additional green space, outdoor seating and eating areas are driving increased foot traffic and are complimentary restaurant-related amenities ▪ Signed leases with the following notable tenants: (Not Owned) (Not Owned) (Not Owned) Ashford Lane Atlanta, GA |
| © CTO Realty Growth, Inc. | ctoreit.com Repositioning – Ashford Lane (Atlanta) 17 Ashford Lane and its new vibrant, street-level greenspace called The Lawn incorporates outdoor seating, eating areas, and more than a dozen new dining, service and shopping options to drive a community-focused experience Hawkers Hob Nob Neighborhood Tavern Yonder Yoga CAMP fab’rik Jeni’s Ice Cream |
| © CTO Realty Growth, Inc. | ctoreit.com Meaningful Property Cash Flow & Leasing Momentum 18 Lease Rollover Schedule % of ABR Expiring As of September 30, 2023, unless otherwise noted. 1. Excludes newly leased units that were acquired as vacant. 0% 6% 8% 17% 13% 23% 7% 5% 21% 0.4% 5.4% 10.4% 15.4% 20.4% 25.4% Recently Signed Leases ▪ YTD 2023 Comparable Leasing Spreads1 4.6% o 2% new lease spreads (excluding acquired vacancy) o 6% options & renewal spreads ▪ Current Occupancy 90% Leased Occupancy 93% o More than 300 bps of future occupancy pickup based on current spread between Occupancy and Leased Occupancy ▪ Signed Not Open (SNO) Pipeline represents 5% of the existing portfolio’s Cash ABR |
| © CTO Realty Growth, Inc. | ctoreit.com Consistent Dividend Growth 19 $0.01 $0.01 $0.02 $0.02 $0.02 $0.03 $0.05 $0.07 $0.12 $0.91 $1.33 $1.49 $1.52 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 ▪ 47 consecutive years of paying a common dividend ▪ Under current management (beginning in 2011), the Company’s common stock cash dividend has grown in each of the last 12 years ▪ Company policy is to target a payout ratio of 100% of taxable income ▪ Dividend increases are driven by increasing taxable income and free cash flow ▪ Q3 2023 AFFO per share common stock dividend payout ratio of 79% 1 CTO converted to a REIT in December of 2020, accelerating the required dividend payout Increasing cash flow and earnings have driven a more than 67% increase to CTO’s annualized common stock dividend since 2020 Cash Dividend Per Share Paid (Split Adjusted) Current Annualized Per Share Cash Dividend $1.52 1 Annualized Per Share Cash Dividend Yield 9.7% 1 As of September 30, 2023, unless otherwise noted. 1. Reflects Q3 2023 annualized per share common stock cash dividend. Annualized Per Share Cash Dividend Yield based on $15.73 per share common stock price as of October 25, 2023. |
| © CTO Realty Growth, Inc. | ctoreit.com Balance Sheet 20 $51 $83 $100 $316 2023 2024 2025 2026 2027 2028 2029 2030 Unsecured Secured Revolving Credit Facility As of September 30, 2023, unless otherwise noted. $ and shares outstanding in millions. 1. Reflects $216 million outstanding under the Company’s $300 million senior unsecured revolving credit facility; the Company’s senior unsecured revolving credit facility matures in January 2027 and includes a one-year extension option to January 2028, subject to satisfaction of certain conditions; the maturity date reflected assumes the Company exercises the one-year extension option. 2. The Company utilized interest rate swaps on the $65.0 million 2026 Term Loan balance to fix SOFR and achieve a weighted average fixed swap rate of 0.26% plus the 10 bps SOFR adjustment plus the applicable spread. 3. The Company utilized interest rate swaps on $100.0 million of the Credit Facility balance to fix SOFR and achieve a weighted average fixed swap rate of 3.28% plus the 10 bps SOFR adjustment plus the applicable spread. 4. The Company utilized interest rate swaps on the $100.0 million 2027 Term Loan balance to fix SOFR and achieve a fixed swap rate of 0.64% plus the 10 bps SOFR adjustment plus the applicable spread. 5. The Company utilized interest rate swaps on the $100.0 million 2028 Term Loan balance to fix SOFR and achieve a weighted average fixed swap rate of 3.78% plus the 10 bps SOFR adjustment plus the applicable spread. Debt Maturities ▪ Adequate liquidity for opportunistic growth ▪ No near-term debt maturities ▪ Well-staggered debt maturity schedule ▪ Forward hedges out to 2033 to minimize interest rate volatility ▪ 54% net debt-to-total enterprise value (TEV) ▪ Q3 2023 quarter-end net debt-to-pro forma EBITDA of 7.8x 1 Component of Long-Term Debt Type Principal Interest Rate 2025 Convertible Senior Notes Fixed $51 million 3.88% 2026 Term Loan2 Fixed $65 million SOFR + 10 bps + [1.25% - 2.20%] Mortgage Note Fixed $18 million 4.06% Revolving Credit Facility Floating $116 million SOFR + 10 bps + [1.25% - 2.20%] Revolving Credit Facility3 Fixed $100 million SOFR + 10 bps + [1.25% - 2.20%] 2027 Term Loan4 Fixed $100 million SOFR + 10 bps + [1.25% - 2.20%] 2028 Term Loan5 Fixed $100 million SOFR + 10 bps + [1.20% - 2.15%] Total Debt $550 million |
| © CTO Realty Growth, Inc. | ctoreit.com 2023 Guidance 21 Low 2023 High 2023 Core FFO Per Diluted Share $1.58 − $1.62 AFFO Per Diluted Share $1.72 − $1.76 The Company’s estimated Core FFO per diluted share and AFFO per diluted share for 2023 is as follows: Same-Property NOI Growth1 (4%) − (1%) General and Administrative Expense $14 − $15 Weighted Average Diluted Shares Outstanding 22.5 − 22.5 Year-end 2023 Leased Occupancy2 93% − 94% Investments in Income Producing Properties $95 − $100 Target Initial Investment Cash Yield 7.70% − 7.70% Dispositions $38 − $65 Target Disposition Cash Yield 6.15% − 6.75% The Company’s 2023 guidance includes but is not limited to the following assumptions: $ and shares outstanding in millions, except per share data. 1. Includes the effects of bad debt expense, occupancy loss and costs associated with tenants in bankruptcy and/or tenant lease defaults. 2. Before potential impact from income producing acquisitions and dispositions. |
| © CTO Realty Growth, Inc. | ctoreit.com Experienced Management Team CTO Realty Growth is led by an experienced management team with meaningful shareholder alignment, deep industry relationships and a strong long-term track record. 22 John P. Albright President & Chief Executive Officer ▪ Former Co-Head and Managing Director of Archon Capital, a Goldman Sachs Company; Executive Director of Merchant Banking – Investment Management at Morgan Stanley; and Managing Director of Crescent Real Estate (NYSE: CEI) Matthew M. Partridge Senior Vice President, Chief Financial Officer & Treasurer ▪ Former Chief Operating Officer and Chief Financial Officer of Hutton; Executive Vice President, Chief Financial Officer and Secretary of Agree Realty Corporation (NYSE: ADC); and Vice President of Finance for Pebblebrook Hotel Trust (NYSE: PEB) Daniel E. Smith Senior Vice President, General Counsel & Corporate Secretary ▪ Former Vice President and Associate General Counsel of Goldman Sachs & Co. and Senior Vice President and General Counsel of Crescent Real Estate (NYSE: CEI) Lisa M. Vorakoun Vice President & Chief Accounting Officer ▪ Former Assistant Finance Director for the City of DeLand, Florida and Audit Manager for James Moore & Company, an Accounting and Consulting Firm Steven R. Greathouse Senior Vice President & Chief Investment Officer ▪ Former Director of Finance for N3 Real Estate; Senior Associate of Merchant Banking – Investment Management at Morgan Stanley; and Senior Associate at Crescent Real Estate (NYSE: CEI) |
| © CTO Realty Growth, Inc. | ctoreit.com Board of Directors 23 Laura M. Franklin, Chairman of the Board, Independent Director Retired. Former Executive Vice President, Accounting and Administration and Corporate Secretary of Washington Real Estate Investment Trust (Washington REIT) and a member of the Board of Directors of The Chevy Chase Land Company. Graduate of University of Maryland with a B.S. in Accounting and is a Certified Public Accountant. Member of the American Institute of Certified Public Accountants (AICPA). Chairman of the Board. George R. Brokaw, Vice Chairman of the Board, Independent Director Currently a private investor through his family office and related investment vehicles, Director at DISH Network Corporation (NYSE: DISH) and Alico, Inc. (NASDAQ: ALCO). Former Managing Director of the Highbridge Growth Equity Fund at Highbridge Principal Strategies, LLC; Managing Director and Head of Private Equity at Perry Capital, L.L.C.; and Managing Director (Mergers & Acquisitions) of Lazard Freres & Co. LLC. Received a B.A. degree from Yale University and J.D. and M.B.A. degrees from the University of Virginia. Member of the New York Bar. Vice Chairman of the Board, Chairman of the Audit Committee and member of the Compensation Committee. R. Blakeslee Gable, Independent Director Currently Chief Executive Officer of Barron Collier Companies. Former Legislative Director of United States Representative Ed Pastor (AZ) in Washington, D.C. Served in various leadership roles, including project manager during the establishment of the new hometown, Ave Maria, Florida; and vice president of mineral management and real estate. Received a B.A from Tulane University and an M.B.A from Florida Gulf Coast University. Chairman of the Governance Committee and member of the Audit Committee. Christopher W. Haga, Independent Director Currently serves as an Operating Partner with MGG Investment Group, a direct lending and private equity investment firm. Previously served as Head of Strategic Investments with Carlson Capital, L.P.; Director for Fortress Value Acquisition Corp. III (NYSE: FVT) and SWK Holdings Corporation (OTC: SWKH); Principal Investor at RBC Capital Markets; and part of the structured finance department at Lehman Brothers in London. Graduate of the University of North Carolina at Chapel Hill with a B.S. in Business Administration and received an M.B.A. from the Darden School at the University of Virginia. Chairman of the Compensation Committee and member of the Audit and Governance Committees. Christopher J. Drew, Independent Director Currently Senior Managing Director, JLL Capital Markets (NYSE: JLL). Former senior associate in the Capital Markets Group at Cushman and Wakefield PLC (NYSE: CWK). Held positions at Pro Access, Inc. and the New York Mets Baseball Organization. Received BBA and MBA degrees from the University of Miami Herbert Business School. Member of the Compensation and Governance Committees John P. Albright, President & CEO Former Co-Head and Managing Director of Archon Capital, a Goldman Sachs Company; Executive Director of Merchant Banking – Investment Management at Morgan Stanley; and Managing Director of Crescent Real Estate (NYSE: CEI) |
| © CTO Realty Growth, Inc. | ctoreit.com ESG – Corporate Responsibility CTO Realty Growth is committed to sustainability, strong corporate governance, and meaningful corporate social responsibility programs. 24 Social Responsibility Inclusive and Supportive Company Culture ▪ Dedicated to an inclusive and supportive office environment filled with diverse backgrounds and perspectives, with a demonstrated commitment to financial, mental and physical wellness Notable Community Outreach ▪ Numerous and diverse community outreach programs, supporting environmental, artistic, civil and social organizations in the community Corporate Governance ▪ Independent Chairman of the Board and 5 of 6 Directors classified as independent ▪ Annual election of all Directors ▪ Annual Board of Director evaluations ▪ Board oversees risk assessment/management, with oversight for specific areas of risk delegated to Board committees ▪ Stock ownership requirements for all Executive Management and Directors ▪ Prohibition against hedging and pledging CTO Realty Growth stock ▪ Robust policies and procedures for approval of related party transactions ▪ All team members adhere to a comprehensive Code of Business Conduct and Ethics policy |
| © CTO Realty Growth, Inc. | ctoreit.com ESG – Environmental Responsibility 25 Over the past nine years, CTO has planted approximately 170,000 pine trees in Florida and has restored over 700 acres of former industrial timberland. These 170,000 trees absorb more than 1,000 tons of carbon each year. Environmental Responsibility Committed Focus & Targeted Investment ▪ Committed to maintaining an environmentally conscious culture, the utilization of environmentally friendly & renewable products, and the promotion of sustainable business practices. Notable achievements: o Formed a conservation mitigation bank on approximately 2,500 acres of land, resulting in the land being barred from development permanently preserved o Invested in LED lighting, recycling and waste reduction strategies, programmable thermostats, energy management systems in our office and/or at our owned properties o Conveyed over 11,000 acres of land to the State of Florida to significantly enlarge the neighboring Tiger Bay State Forest Tenant Alignment ▪ Alignment with environmentally aware tenants who have strong sustainability programs and initiatives embedded into their corporate culture and business practices |
| NYSE: CTO Appendix Legacy North Plano, TX |
| © CTO Realty Growth, Inc. | ctoreit.com NAV Components As of September 30, 2023, unless otherwise noted. $ in millions. Note: 22,686,444 shares outstanding as of October 25, 2023. 1. Calculated using the trailing 24-month average management fee paid to CTO by PINE as of September 30, 2023, annualized by multiplying by twelve, and then multiplying by three to account for a termination fee multiple. 27 Net Operating Income of Income Property Portfolio $74 $74 $74 $74 $74 ÷ Capitalization Rate 6.50% 6.75% 7.00% 7.25% 7.50% Income Portfolio Value $1,138 $1,096 $1,057 $1,021 $987 Other Assets: + Estimated Value for Subsurface Interests, Mitigation Credits and Other Assets $8 $8 $8 $8 $8 + Par Value Outstanding Balance of Structured Investments Portfolio 47 47 47 47 47 + Cash, Cash Equivalents & Restricted Cash 30 30 30 30 30 + Value of Shares & Units in Alpine Income Property Trust (PINE) 38 38 38 38 38 + Value of PINE Management Agreement1 12 12 12 12 12 + Cash Value of Other Assets 25 25 25 25 25 Other Assets Value $160 $160 $160 $160 $160 Total Implied Asset Value $1,298 $1,256 $1,217 $1,181 $1,147 - Total Debt Outstanding $550 $550 $550 $550 $550 - Series A Preferred Equity $75 $75 $75 $75 $75 |
| © CTO Realty Growth, Inc. | ctoreit.com Schedule of Properties 28 Property Market Asset Type Property Type Square Feet Occupancy Leased Occupancy % of Cash ABR The Collection at Forsyth Cumming, GA Atlanta, GA Mixed-Use Lifestyle 560,433 84% 87% 14% West Broad Village Glen Allen, VA Richmond, VA Mixed-Use Grocery-Anchored 392,227 82% 91% 10% Ashford Lane Atlanta, GA Atlanta, GA Retail Lifestyle 277,408 76% 87% 8% Plaza at Rockwall Rockwall, TX Dallas, TX Retail Power Center 446,521 95% 97% 7% The Shops at Legacy Plano, TX Dallas, TX Mixed-Use Lifestyle 237,572 66% 70% 7% Madison Yards Atlanta, GA Atlanta, GA Retail Grocery-Anchored 162,521 99% 99% 6% The Strand Jacksonville, FL Jacksonville, FL Retail Power Center 210,973 92% 97% 6% Crossroads Towne Center Chandler, AZ Phoenix, AZ Retail Power Center 241,812 99% 100% 6% Beaver Creek Crossings Apex, NC Raleigh, NC Retail Power Center 322,113 94% 97% 6% Fidelity Albuquerque, NM Albuquerque, NM Office Single Tenant Office 210,067 100% 100% 5% Price Plaza Shopping Center Katy, TX Houston, TX Retail Power Center 200,576 100% 100% 4% As of September 30, 2023. |
| © CTO Realty Growth, Inc. | ctoreit.com Schedule of Properties 29 Property Market Asset Type Property Type Square Feet Occupancy Leased Occupancy % of Cash ABR The Exchange at Gwinnett Buford, GA Atlanta, GA Retail Grocery-Anchored 93,366 98% 100% 4% 125 Lincoln & 150 Washington Santa Fe, NM Santa Fe, NM Mixed Use Mixed-Use 137,177 78% 78% 4% Sabal Pavilion Tampa, FL Tampa, FL Office Single Tenant Office 120,500 100% 100% 3% Jordan Landing West Jordan, UT Salt Lake City, UT Retail Power Center 170,996 100% 100% 2% Daytona Beach Restaurant Portfolio Daytona Beach, FL Daytona Beach, FL Retail Single Tenant Retail 41,427 100% 100% 2% Eastern Commons Henderson, NV Las Vegas, NV Retail Grocery-Anchored 129,606 100% 100% 2% Westcliff Shopping Center Fort Worth, TX Dallas, TX Retail Grocery-Anchored 134,750 77% 86% 1% 369 N. New York Ave Winter Park, FL Orlando, FL Mixed-Use Mixed-Use 27,948 100% 100% < 1% As of September 30, 2023. |
| © CTO Realty Growth, Inc. | ctoreit.com Forward Looking Statements & Non-GAAP Financial Measures 30 Forward Looking Statements Certain statements contained in this presentation (other than statements of historical fact) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can typically be identified by words such as “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,” “could,” “may,” “should,” “plan,” “potential,” “predict,” “forecast,” “project,” and similar expressions, as well as variations or negatives of these words. Although forward-looking statements are made based upon management’s present expectations and reasonable beliefs concerning future developments and their potential effect upon the Company, a number of factors could cause the Company’s actual results to differ materially from those set forth in the forward-looking statements. Such factors may include, but are not limited to: the Company’s ability to remain qualified as a REIT; the Company’s exposure to U.S. federal and state income tax law changes, including changes to the REIT requirements; general adverse economic and real estate conditions; macroeconomic and geopolitical factors, including but not limited to inflationary pressures, interest rate volatility, distress in the banking sector, global supply chain disruptions, and ongoing geopolitical war; the ultimate geographic spread, severity and duration of pandemics such as the COVID-19 Pandemic and its variants, actions that may be taken by governmental authorities to contain or address the impact of such pandemics, and the potential negative impacts of such pandemics on the global economy and the Company’s financial condition and results of operations; the inability of major tenants to continue paying their rent or obligations due to bankruptcy, insolvency or a general downturn in their business; the loss or failure, or decline in the business or assets of PINE; the completion of 1031 exchange transactions; the availability of investment properties that meet the Company’s investment goals and criteria; the uncertainties associated with obtaining required governmental permits and satisfying other closing conditions for planned acquisitions and sales; and the uncertainties and risk factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and other risks and uncertainties discussed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. The Company undertakes no obligation to update the information contained in this press release to reflect subsequently occurring events or circumstances. Non-GAAP Financial Measures Our reported results are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We also disclose Funds From Operations (“FFO”), Core Funds From Operations (“Core FFO”), Adjusted Funds From Operations (“AFFO”), Pro Forma Earnings Before Interest, Taxes, Depreciation and Amortization (“Pro Forma EBITDA”), and Same-Property Net Operating Income (“Same-Property NOI”), each of which are non-GAAP financial measures. We believe these non-GAAP financial measures are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs. FFO, Core FFO, AFFO, Pro Forma EBITDA, and Same-Property NOI do not represent cash generated from operating activities and are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income as a performance measure or cash flows from operating activities as reported on our statement of cash flows as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures. |
| © CTO Realty Growth, Inc. | ctoreit.com Non-GAAP Financial Measures 31 Non-GAAP Financial Measures (continued) We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. NAREIT defines FFO as GAAP net income or loss adjusted to exclude extraordinary items (as defined by GAAP), net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and real estate related depreciation and amortization, including the pro rata share of such adjustments of unconsolidated subsidiaries. The Company also excludes the gains or losses from sales of assets incidental to the primary business of the REIT which specifically include the sales of mitigation credits, impact fee credits, subsurface sales, and land sales, in addition to the mark-to-market of the Company’s investment securities and interest related to the 2025 Convertible Senior Notes, if the effect is dilutive. To derive Core FFO, we modify the NAREIT computation of FFO to include other adjustments to GAAP net income related to gains and losses recognized on the extinguishment of debt, amortization of above- and below-market lease related intangibles, and other unforecastable market- or transaction-driven non-cash items. To derive AFFO, we further modify the NAREIT computation of FFO and Core FFO to include other adjustments to GAAP net income related to non-cash revenues and expenses such as straight-line rental revenue, non-cash compensation, and other non-cash amortization, as well as adding back the interest related to the 2025 Convertible Senior Notes, if the effect is dilutive. Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance. We use AFFO as one measure of our performance when we formulate corporate goals. To derive Pro Forma EBITDA, GAAP net income or loss is adjusted to exclude extraordinary items (as defined by GAAP), net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and real estate related depreciation and amortization, including the pro rata share of such adjustments of unconsolidated subsidiaries, non-cash revenues and expenses such as straight-line rental revenue, amortization of deferred financing costs, above- and below-market lease related intangibles, non-cash compensation, and other non-cash income or expense. Cash interest expense is also excluded from Pro Forma EBITDA, and GAAP net income or loss is adjusted for the annualized impact of acquisitions, dispositions and other similar activities. To derive Same-Property NOI, GAAP net income or loss attributable to the Company is adjusted to exclude extraordinary items (as defined by GAAP), gain or loss on disposition of assets, gain or loss on extinguishment of debt, impairment charges, and depreciation and amortization, including the pro rata share of such adjustments of unconsolidated subsidiaries, if any, non-cash revenues and expenses such as above-and below-market lease related intangibles, straight-line rental revenue, and other non-cash income or expense. Interest expense, general and administrative expenses, investment and other income or loss, income tax benefit or expense, real estate operations revenues and direct cost of revenues, management fee income, and interest income from commercial loan and master lease investments are also excluded from Same-Property NOI. GAAP net income or loss is further adjusted to remove the impact of properties that were not owned for the full current and prior year reporting periods presented. Cash rental income received under the leases pertaining to the Company’s assets that are presented as commercial loan and master lease investments in accordance with GAAP is also used in lieu of the interest income equivalent. FFO is used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers primarily because it excludes the effect of real estate depreciation and amortization and net gains or losses on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. We believe that Core FFO and AFFO are additional useful supplemental measures for investors to consider because they will help them to better assess our operating performance without the distortions created by other non-cash revenues or expenses. We also believe that Pro Forma EBITDA is an additional useful supplemental measure for investors to consider as it allows for a better assessment of our operating performance without the distortions created by other non-cash revenues, expenses or certain effects of the Company’s capital structure on our operating performance. We use Same-Property NOI to compare the operating performance of our assets between periods. It is an accepted and important measurement used by management, investors and analysts because it includes all property-level revenues from of the Company’s rental properties, less operating and maintenance expenses, real estate taxes and other property-specific expenses (“Net Operating Income” or “NOI”) of properties that have been owned and stabilized for the entire current and prior year reporting periods. Same-Property NOI attempts to eliminate differences due to the acquisition or disposition of properties during the particular period presented, and therefore provides a more comparable and consistent performance measure for the comparison of the Company's properties. FFO, Core FFO, AFFO, Pro Forma EBITDA, and Same-Property NOI may not be comparable to similarly titled measures employed by other companies. |
| © CTO Realty Growth, Inc. | ctoreit.com References & Contacts 32 References and terms used in this presentation that are in addition to terms defined in the Non-GAAP Financial Measures include: ▪ This presentation has been published on October 26, 2023. ▪ All information is as of September 30, 2023, unless otherwise noted. ▪ Any calculation differences are assumed to be a result of rounding. ▪ “2023 Guidance” is based on the 2023 Guidance provided in the Company’s Third Quarter 2023 Operating Results press release filed on October 26, 2023. ▪ “Alpine” or “PINE” refers to Alpine Income Property Trust, a publicly traded net lease REIT traded on the New York Stock Exchange under the ticker symbol PINE. ▪ “Annualized Straight-line Base Rent”, “ABR” or “Rent” and the statistics based on ABR are calculated based on our current portfolio and represent straight-line rent calculated in accordance with GAAP. ▪ “Annualized Cash Base Rent”, “Cash ABR” and the statistics based on Cash ABR are calculated based on our current portfolio and represent the annualized cash base rent calculated in accordance with GAAP due from the tenants at a specific point in time. ▪ “Credit Rated” is a tenant or the parent of a tenant with a credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners (NAIC) (together, the “Major Rating Agencies”). An “Investment Grade Rated Tenant” or “IG” references a Credit Rated tenant or the parent of a tenant, or credit rating thereof with a rating of BBB-, Baa3 or NAIC-2 or higher from one or more of the Major Rating Agencies. ▪ “Dividend” or “Dividends”, subject to the required dividends to maintain our qualification as a REIT, are set by the Board of Directors and declared on a quarterly basis and there can be no assurances as to the likelihood or number of dividends in the future. ▪ “Investment in Alpine Income Property Trust” or “Alpine Investment” or “PINE Ownership” is calculated based on the 2,332,668 common shares and partnership units CTO owns in PINE and is based on PINE’s closing stock price. ▪ “Leased Occupancy” refers to space that is currently leased but for which rent payments have not yet commenced. ▪ “MSA” or “Metropolitan Statistical Area” is a region that consists of a city and surrounding communities that are linked by social and economic factors, as established by the U.S. Office of Management and Budget. The names of the MSA have been shortened for ease of reference. ▪ “Net Debt” is calculated as our total long-term debt as presented on the face of our balance sheet; plus financing costs, net of accumulated amortization and unamortized convertible debt discount; less cash, restricted cash and cash equivalents. ▪ “Net Operating Income” or “NOI” is revenues from all income properties less operating expense, maintenance expense, real estate taxes and rent expense. ▪ “Total Enterprise Value” is calculated as the Company’s Total Common Shares Outstanding multiplied by the common stock price; plus the par value of the Series A perpetual preferred equity outstanding and Net Debt. |
| © CTO Realty Growth, Inc. | ctoreit.com Consolidated Statements of Operations 33 CTO Realty Growth, Inc. Consolidated Statements of Operations (Unaudited, in thousands, except share, per share and dividend data) Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Revenues Income Properties $ 25,183 $ 17,694 $ 70,373 $ 49,229 Management Fee Income 1,094 951 3,294 2,835 Interest Income From Commercial Loans and Investments 1,114 1,323 2,965 3,331 Real Estate Operations 1,079 3,149 2,602 4,395 Total Revenues 28,470 23,117 79,234 59,790 Direct Cost of Revenues Income Properties (7,060) (5,115) (20,883) (13,943) Real Estate Operations (152) (1,661) (876) (1,940) Total Direct Cost of Revenues (7,212) (6,776) (21,759) (15,883) General and Administrative Expenses (3,439) (3,253) (10,493) (8,972) Provision for Impairment (929) — (1,408) — Depreciation and Amortization (11,669) (7,305) (32,814) (20,401) Total Operating Expenses (23,249) (17,334) (66,474) (45,256) Gain on Disposition of Assets 2,464 4,973 3,565 4,728 Other Gains and Income 2,464 4,973 3,565 4,728 Total Operating Income 7,685 10,756 16,325 19,262 Investment and Other Income (Loss) 1,184 (3,065) (1,296) (6,270) Interest Expense (6,318) (3,037) (16,161) (7,216) Income (Loss) Before Income Tax Benefit (Expense) 2,551 4,654 (1,132) 5,776 Income Tax Benefit (Expense) 135 163 (375) 461 Net Income (Loss) Attributable to the Company 2,686 4,817 (1,507) 6,237 Distributions to Preferred Stockholders (1,195) (1,195) (3,585) (3,586) Net Income (Loss) Attributable to Common Stockholders $ 1,491 $ 3,622 $ (5,092) $ 2,651 Earnings Per Share: Basic $ 0.07 $ 0.20 $ (0.23) $ 0.15 Diluted $ 0.07 $ 0.19 $ (0.23) $ 0.15 Weighted Average Number of Common Shares Basic 22,484,561 18,386,435 22,556,642 18,044,299 Diluted 22,484,561 21,505,460 22,556,642 18,044,299 |
| © CTO Realty Growth, Inc. | ctoreit.com Non-GAAP Financial Measures 34 CTO Realty Growth, Inc. Non-GAAP Financial Measures (Unaudited, in thousands, except per share data) 1. Interest related to the 2025 Convertible Senior Notes excluded from net income attributable to the Company to derive FFO effective January 1, 2022 due to the implementation of ASU 2020-06 which requires presentation on an if-converted basis, as the impact to net income attributable to common stockholders would be anti-dilutive. Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Net Income (Loss) Attributable to the Company $ 2,686 $ 4,817 $ (1,507) $ 6,237 Add Back: Effect of Dilutive Interest Related to 2025 Convertible Senior Notes (1) — 539 — — Net Income (Loss) Attributable to the Company, If-Converted $ 2,686 $ 5,356 $ (1,507) $ 6,237 Depreciation and Amortization of Real Estate 11,651 7,283 32,769 20,359 Loss (Gains) on Disposition of Assets, Net of Tax (2,741) (4,973) (3,565) (4,728) Gains on Disposition of Other Assets (926) (1,509) (1,739) (2,473) Provision for Impairment 929 — 1,408 — Unrealized Loss (Income) on Investment Securities (429) 3,754 5,663 8,102 Extinguishment of Contingent Obligation — — (2,300) — Funds from Operations $ 11,170 $ 9,911 $ 30,729 $ 27,497 Distributions to Preferred Stockholders (1,195) (1,195) (3,585) (3,586) Funds from Operations Attributable to Common Stockholders $ 9,975 $ 8,716 $ 27,144 $ 23,911 Amortization of Intangibles to Lease Income 487 507 1,793 1,485 Less: Effect of Dilutive Interest Related to 2025 Convertible Senior Notes (1) — (539) — — Core Funds from Operations Attributable to Common Stockholders $ 10,462 $ 8,684 $ 28,937 $ 25,396 Adjustments: Straight-Line Rent Adjustment (790) (600) (919) (1,645) COVID-19 Rent Repayments 3 26 46 79 Other Depreciation and Amortization 24 (29) (92) (199) Amortization of Loan Costs and Discount on Convertible Debt 199 64 636 510 Non-Cash Compensation 868 812 2,802 2,423 Adjusted Funds from Operations Attributable to Common Stockholders $ 10,766 $ 8,957 $ 31,410 $ 26,564 FFO Attributable to Common Stockholders per Common Share – Diluted $ 0.44 $ 0.41 $ 1.20 $ 1.33 Core FFO Attributable to Common Stockholders per Common Share – Diluted $ 0.47 $ 0.47 $ 1.28 $ 1.41 AFFO Attributable to Common Stockholders per Common Share – Diluted $ 0.48 $ 0.49 $ 1.39 $ 1.47 |
| © CTO Realty Growth, Inc. | ctoreit.com Same-Property NOI 35 CTO Realty Growth, Inc. Same-Property NOI Reconciliation (Unaudited, in thousands) Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Net Income (Loss) Attributable to the Company $ 2,686 $ 4,817 $ (1,507) $ 6,237 Loss (Gain) on Disposition of Assets (2,464) (4,973) (3,565) (4,728) Provision for Impairment 929 — 1,408 — Depreciation and Amortization 11,669 7,305 32,814 20,401 Amortization of Intangibles to Lease Income (487) (507) (1,793) (1,485) Straight-Line Rent Adjustment 790 600 919 1,645 COVID-19 Rent Repayments (3) (26) (46) (79) Accretion of Tenant Contribution 38 38 114 114 Interest Expense 6,318 3,037 16,161 7,216 General and Administrative Expenses 3,439 3,253 10,493 8,972 Investment and Other Income (Loss) (1,184) 3,065 1,296 6,270 Income Tax (Benefit) Expense (135) (163) 375 (461) Real Estate Operations Revenues (1,079) (3,149) (2,602) (4,395) Real Estate Operations Direct Cost of Revenues 152 1,661 876 1,940 Management Fee Income (1,094) (951) (3,294) (2,835) Interest Income from Commercial Loans and Investments (1,114) (1,323) (2,965) (3,331) Less: Impact of Properties Not Owned for the Full Reporting Period (7,699) (1,410) (19,280) (5,057) Same-Property NOI $ 10,762 $ 11,274 $ 29,404 $ 30,424 |
| © CTO Realty Growth, Inc. | ctoreit.com Net Debt to Pro Forma EBITDA 36 CTO Realty Growth, Inc. Reconciliation of Net Debt to Pro Forma EBITDA (Unaudited, in thousands) 1. Reflects the pro forma annualized impact on Annualized EBITDA of the Company’s investments and disposition activity during the three months ended September 30, 2023. Three Months Ended September 30, 2023 Net Income Attributable to the Company $ 2,686 Depreciation and Amortization of Real Estate 11,651 Gain on Disposition of Assets, Net of Tax (2,741) Gains on Disposition of Other Assets (926) Unrealized Loss on Investment Securities 929 Extinguishment of Contingent Obligation (429) Distributions to Preferred Stockholders (1,195) Straight-Line Rent Adjustment (790) Amortization of Intangibles to Lease Income 487 Other Non-Cash Amortization 24 Amortization of Loan Costs and Discount on Convertible Debt 199 Non-Cash Compensation 868 Interest Expense, Net of Amortization of Loan Costs and Discount on Convertible Debt 6,119 EBITDA $ 16,882 Annualized EBITDA $ 67,528 Pro Forma Annualized Impact of Current Quarter Investments and Dispositions, Net1 (1,166) Pro Forma EBITDA $ 66,362 Total Long-Term Debt 548,219 Financing Costs, Net of Accumulated Amortization 1,370 Unamortized Convertible Debt Discount 245 Cash & Cash Equivalents (7,015) Restricted Cash (22,618) Net Debt $ 520,201 Net Debt to Pro Forma EBITDA 7.8x |
| REALTY GROWTH Investor Inquiries: Matthew M. Partridge, Chief Financial Officer, (407) 904-3324, mpartridge@ctoreit.com |
| © CTO Realty Growth, Inc. | ctoreit.com REALTY GROWTH Supplemental Reporting Information Q3 2023 |
| © CTO Realty Growth, Inc. | ctoreit.com Third Quarter 2023 Earnings Release 4 Key Financial Information ▪ Consolidated Balance Sheets 13 ▪ Consolidated Statements of Operations 14 ▪ Non-GAAP Financial Measures 15 Capitalization & Dividends 18 Summary of Debt 19 Debt Maturities 20 Investments 21 Dispositions 22 Operating Portfolio Capital Investments 23 Portfolio Summary 24 Portfolio Detail 25 Leasing Summary 27 Comparable Leasing Summary 28 Same-Property NOI 29 Table of Contents |
| © CTO Realty Growth, Inc. | ctoreit.com Lease Expirations 30 Top Tenant Summary 32 Geographic Diversification 33 Other Assets 34 2023 Guidance 35 Contact Information & Research Coverage 36 Safe Harbor, Non-GAAP Financial Measures, and Definitions and Terms 37 Table of Contents |
| © CTO Realty Growth, Inc. | ctoreit.com 4 Press Release Contact: Matthew M. Partridge Senior Vice President, Chief Financial Officer, and Treasurer (407) 904-3324 mpartridge@ctoreit.com FOR IMMEDIATE RELEASE CTO REALTY GROWTH REPORTS THIRD QUARTER 2023 OPERATING RESULTS WINTER PARK, FL – October 26, 2023 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”) today announced its operating results and earnings for the quarter ended September 30, 2023. Select Results • Reported Net Income per diluted share attributable to common stockholders of $0.07 for the quarter ended September 30, 2023. • Reported Core FFO per diluted share attributable to common stockholders of $0.47 for the quarter ended September 30, 2023. • Reported AFFO per diluted share attributable to common stockholders of $0.48 for the quarter ended September 30, 2023. • Sold two properties during the quarter for total disposition activity of $20.9 million at a weighted average exit cap rate of 6.9%, generating total gains on sales of $2.5 million. • Reported a decrease in Same-Property NOI of (4.5%) for the quarter as compared to the comparable prior year period. • Signed 14 comparable leases during the quarter totaling 106,190 comparable square feet at an average cash base rent of $25.79 per square foot, representing a comparable decrease of (0.4%). • Repurchased 6,048 shares of Series A Preferred Stock at an average price of $18.52 per share. • Increased the midpoint of full year Core FFO per diluted share guidance by 4.9% and full year AFFO per diluted share guidance by 4.5%. • Paid a common stock cash dividend of $0.38 per share for the quarter, representing an annualized yield of 9.7% based on the closing price of the Company’s common stock on October 25, 2023. CEO Comments “We had a productive third quarter, selling one of our three remaining single tenant office properties at a gain and acquiring an additional 10 acres of land adjacent to our Collection at Forsyth property outside of Atlanta,” said John P. Albright, President and Chief Executive Officer of CTO Realty Growth, Inc. “Operationally, we improved our NOI margins within our existing portfolio through a combination of new tenant rent commencements and property-level cost controls, while also continuing our leasing momentum by leasing over 130,000 square feet during the quarter, generating comparable leasing spreads of 11.4% after excluding the impact of the replacement tenant for The Hall.” |
| © CTO Realty Growth, Inc. | ctoreit.com 5 Quarterly Financial Results Highlights The table below provides a summary of the Company’s operating results for the three months ended September 30, 2023: (in thousands, except per share data) For the Three Months Ended September 30, 2023 For the Three Months Ended September 30, 2022 Variance to Comparable Period in the Prior Year Net Income Attributable to the Company $ 2,686 $ 4,817 $ (2,131) (44.2%) Net Income Attributable to Common Stockholders $ 1,491 $ 3,622 $ (2,131) (58.8%) Net Income per Diluted Share Attributable to Common Stockholders(1) $ 0.07 $ 0.19 $ (0.12) (63.2%) Core FFO Attributable to Common Stockholders (2) $ 10,462 $ 8,684 $ 1,778 20.5% Core FFO per Common Share – Diluted (2) $ 0.47 $ 0.47 $ — 0.0% AFFO Attributable to Common Stockholders (2) $ 10,766 $ 8,957 $ 1,809 20.2% AFFO per Common Share – Diluted (2) $ 0.48 $ 0.49 $ (0.01) (2.0%) Dividends Declared and Paid, per Preferred Share $ 0.40 $ 0.40 $ — 0.0% Dividends Declared and Paid, per Common Share $ 0.38 $ 0.38 $ — 0.0% (1) For the three months ended September 30, 2023, the denominator for this measure excludes the impact of 3.4 million shares related to the Company’s adoption of ASU 2020-06, effective January 1, 2022, which requires presentation on an if-converted basis for its 2025 Convertible Senior Notes, as the impact would be anti-dilutive. For the three months ended September 30, 2022, the denominator for this measure includes the impact of 3.1 million shares as the impact was dilutive for the period. (2) See the “Non-GAAP Financial Measures” section and tables at the end of this press release for a discussion and reconciliation of Net Income Attributable to the Company to non-GAAP financial measures, including FFO Attributable to Common Stockholders, FFO per Common Share - Diluted, Core FFO Attributable to Common Stockholders, Core FFO per Common Share – Diluted, AFFO Attributable to Common Stockholders and AFFO per Common Share - Diluted. Year-to-Date Financial Results Highlights The tables below provide a summary of the Company’s operating results for the nine months ended September 30, 2023: (in thousands, except per share data) For the Nine Months Ended September 30, 2023 For the Nine Months Ended September 30, 2022 Variance to Comparable Period in the Prior Year Net Income (Loss) Attributable to the Company $ (1,507) $ 6,237 $ (7,744) (124.2%) Net Income (Loss) Attributable to Common Stockholders $ (5,092) $ 2,651 $ (7,743) (292.1%) Net Income (Loss) per Diluted Share Attributable to Common Stockholders(1) $ (0.23) $ 0.15 $ (0.38) (253.3%) Core FFO Attributable to Common Stockholders (2) $ 28,937 $ 25,396 $ 3,541 13.9% Core FFO per Common Share – Diluted (2) $ 1.28 $ 1.41 $ (0.13) (9.2%) AFFO Attributable to Common Stockholders (2) $ 31,410 $ 26,564 $ 4,846 18.2% AFFO per Common Share – Diluted (2) $ 1.39 $ 1.47 $ (0.08) (5.4%) Dividends Declared and Paid, per Preferred Share $ 1.20 $ 1.20 $ 0.00 0.0% Dividends Declared and Paid, per Common Share $ 1.14 $ 1.11 $ 0.03 2.4% |
| © CTO Realty Growth, Inc. | ctoreit.com 6 (1) The denominator for this measure excludes the impact of 3.3 million and 3.1 million shares for the nine months ended September 30, 2023 and 2022, respectively, related to the Company’s adoption of ASU 2020-06, effective January 1, 2022, which requires presentation on an if-converted basis for its 2025 Convertible Senior Notes, as the impact would be anti-dilutive. (2) See the “Non-GAAP Financial Measures” section and tables at the end of this press release for a discussion and reconciliation of Net Income (Loss) Attributable to the Company to non-GAAP financial measures, including FFO Attributable to Common Stockholders, FFO per Common Share - Diluted, Core FFO Attributable to Common Stockholders, Core FFO per Common Share – Diluted, AFFO Attributable to Common Stockholders and AFFO per Common Share - Diluted. Investments During the three months ended September 30, 2023, the Company invested $4.3 million into 10.6 acres of land adjacent to The Collection at Forsyth. During the nine months ended September 30, 2023, the Company invested $80.0 million into four retail property acquisitions totaling 470,600 square feet and one land parcel, and originated one $15.0 million first mortgage structured investment. These investments represent a weighted average going-in cash yield of 7.7%. Dispositions During the three months ended September 30, 2023, the Company sold two retail properties for total disposition volume of $20.9 million at a weighted average exit cap rate of 6.9%, generating total gains on sales of $2.5 million. During the nine months ended September 30, 2023, the Company sold three retail properties for total disposition volume of $22.9 million at a weighted average exit cap rate of 6.7%, generating total gains on sales of $3.3 million. Portfolio Summary The Company’s income property portfolio consisted of the following as of September 30, 2023: Asset Type # of Properties Square Feet Weighted Average Remaining Lease Term Single Tenant 7 372 5.3 years Multi-Tenant 16 3,746 4.3 years Total / Weighted Average Lease Term 23 4,118 5.1 years Square feet in thousands. Property Type # of Properties Square Feet % of Cash Base Rent Retail 16 2,432 56.9% Office 2 331 7.5% Mixed-Use 5 1,355 35.6% Total / Weighted Average Lease Term 23 4,118 100% Square feet in thousands. Leased Occupancy 92.8% Occupancy 89.6% Same Property Net Operating Income During the third quarter of 2023, the Company’s Same-Property NOI totaled $10.8 million, a decrease of (4.5%) over the comparable prior year period, as presented in the following table. |
| © CTO Realty Growth, Inc. | ctoreit.com 7 For the Three Months Ended September 30, 2023 For the Three Months Ended September 30, 2022 Variance to Comparable Period in the Prior Year Single Tenant $ 1,791 $ 1,699 $ 92 5.4% Multi-Tenant 8,971 9,575 (604) (6.3%) Total $ 10,762 $ 11,274 $ (512) (4.5%) $ in thousands. Year-to-date, the Company’s Same-Property NOI totaled $29.4 million, a decrease of (3.4%) over the comparable prior year period, as presented in the following table. For the Nine Months Ended September 30, 2023 For the Nine Months Ended September 30, 2022 Variance to Comparable Period in the Prior Year Single Tenant $ 5,125 $ 4,880 $ 245 5.0% Multi-Tenant 24,279 25,544 (1,265) (5.0%) Total $ 29,404 $ 30,424 $ (1,020) (3.4%) $ in thousands. Leasing Activity During the quarter ended September 30, 2023, the Company signed 21 leases totaling 132,552 square feet. On a comparable basis, which excludes vacancy existing at the time of acquisition, CTO signed 14 leases totaling 106,190 square feet at an average cash base rent of $25.79 per square foot compared to a previous average cash base rent of $25.90 per square foot, representing (0.4%) comparable decrease. A summary of the Company’s overall leasing activity for the quarter ended September 30, 2023, is as follows: Square Feet Weighted Average Lease Term Cash Rent Per Square Foot Tenant Improvements Leasing Commissions New Leases 74 7.0 years $29.49 $ 1,443 $ 802 Renewals & Extensions 59 4.1 years $20.79 89 63 Total / Weighted Average 133 5.9 years $25.63 $ 1,532 $ 865 In thousands, except for per square foot and weighted average lease term data. Comparable leases compare leases signed on a space for which there was previously a tenant. Overall leasing activity does not include lease termination agreements or lease amendments related to tenant bankruptcy proceedings. Year-to-date, the Company signed 70 leases totaling 399,914 square feet. On a comparable basis, which excludes vacancy existing at the time of acquisition, CTO signed 45 leases totaling 267,301 square feet at an average cash base rent of $26.15 per square foot compared to a previous average cash base rent of $25.01 per square foot, representing 4.6% comparable growth. A summary of the Company’s overall leasing activity for year-to-date 2023, is as follows: Square Feet Weighted Average Lease Term Cash Rent Per Square Foot Tenant Improvements Leasing Commissions New Leases 198 8.3 years $24.93 $ 4,373 $ 2,109 Renewals & Extensions 202 4.2 years $24.21 142 136 Total / Weighted Average 400 6.3 years $24.57 $ 4,515 $ 2,245 |
| © CTO Realty Growth, Inc. | ctoreit.com 8 Comparable leases compare leases signed on a space for which there was previously a tenant. Overall leasing activity does not include lease termination agreements or lease amendments related to tenant bankruptcy proceedings. Subsurface Interests and Mitigation Credits During the three months ended September 30, 2023, the Company sold approximately 465 acres of subsurface oil, gas, and mineral rights for $0.6 million. During the nine months ended September 30, 2023, the Company sold approximately 3,481 acres of subsurface oil, gas, and mineral rights for $1.0 million, resulting in a gain of $1.0 million. During the three months ended September 30, 2023, the Company sold 1.0 mitigation credit for $0.1 million. During the nine months ended September 30, 2023, the Company sold approximately 9.5 mitigation credits for $1.1 million, resulting in a gain of $0.3 million. Capital Markets and Balance Sheet During the quarter ended September 30, 2023, the Company completed the following capital markets activities: • Repurchased 6,048 shares of Series A Preferred Stock at an average price of $18.52 per share. • Entered into $160 million of 5-year forward starting interest rate swap agreements to fix SOFR at a weighted average fixed swap rate of 3.78% for periods ending between 2031 and 2033. The following table provides a summary of the Company’s long-term debt, at face value, as of September 30, 2023: Component of Long-Term Debt Principal Interest Rate Maturity Date 2025 Convertible Senior Notes $ 51.0 million 3.875% April 2025 2026 Term Loan (1) 65.0 million SOFR + 10 bps + [1.25% – 2.20%] March 2026 Mortgage Note (2) 17.8 million 4.06% August 2026 Revolving Credit Facility (3) 216.0 million SOFR + 10 bps + [1.25% – 2.20%] January 2027 2027 Term Loan (4) 100.0 million SOFR + 10 bps + [1.25% – 2.20%] January 2027 2028 Term Loan (5) 100.0 million SOFR + 10 bps + [1.20% – 2.15%] January 2028 Total Debt / Weighted Average Interest Rate $ 549.8 million 4.56% (1) The Company utilized interest rate swaps on the $65.0 million 2026 Term Loan balance to fix SOFR and achieve a weighted average fixed swap rate of 0.26% plus the 10 bps SOFR adjustment plus the applicable spread. (2) Mortgage note assumed in connection with the acquisition of Price Plaza Shopping Center located in Katy, Texas. (3) The Company utilized interest rate swaps on $100.0 million of the Credit Facility balance to fix SOFR and achieve a weighted average fixed swap rate of 3.28% plus the 10 bps SOFR adjustment plus the applicable spread. (4) The Company utilized interest rate swaps on the $100.0 million 2027 Term Loan balance to fix SOFR and achieve a fixed swap rate of 0.64% plus the 10 bps SOFR adjustment plus the applicable spread. (5) The Company utilized interest rate swaps on the $100.0 million 2028 Term Loan balance to fix SOFR and achieve a weighted average fixed swap rate of 3.78% plus the 10 bps SOFR adjustment plus the applicable spread. As of September 30, 2023, the Company’s net debt to Pro Forma EBITDA was 7.8 times, and as defined in the Company’s credit agreement, the Company’s fixed charge coverage ratio was 2.6 times. As of September 30, 2023, the Company’s net debt to total enterprise value was 54.0%. The Company calculates total enterprise value as the sum of net debt, par value of its 6.375% Series A preferred equity, and the market value of the Company's outstanding common shares. In thousands, except for per square foot and weighted average lease term data. Comparable leases compare leases signed on a space for which there was previously a tenant. Overall leasing activity does not include lease termination agreements or lease amendments related to tenant bankruptcy proceedings. Subsurface Interests and Mitigation Credits During the three months ended September 30, 2023, the Company sold approximately 465 acres of subsurface oil, gas, and mineral rights for $0.6 million. During the nine months ended September 30, 2023, the Company sold approximately 3,481 acres of subsurface oil, gas, and mineral rights for $1.0 million, resulting in a gain of $1.0 million. During the three months ended September 30, 2023, the Company sold 1.0 mitigation credit for $0.1 million. During the nine months ended September 30, 2023, the Company sold approximately 9.5 mitigation credits for $1.1 million, resulting in a gain of $0.3 million. Capital Markets and Balance Sheet During the quarter ended September 30, 2023, the Company completed the following capital markets activities: • Repurchased 6,048 shares of Series A Preferred Stock at an average price of $18.52 per share. • Entered into $160 million of 5-year forward starting interest rate swap agreements to fix SOFR at a weighted average fixed swap rate of 3.78% for periods ending between 2031 and 2033. The following table provides a summary of the Company’s long-term debt, at face value, as of September 30, 2023: Component of Long-Term Debt Principal Interest Rate Maturity Date 2025 Convertible Senior Notes $ 51.0 million 3.875% April 2025 2026 Term Loan (1) 65.0 million SOFR + 10 bps + [1.25% – 2.20%] March 2026 Mortgage Note (2) 17.8 million 4.06% August 2026 Revolving Credit Facility (3) 216.0 million SOFR + 10 bps + [1.25% – 2.20%] January 2027 2027 Term Loan (4) 100.0 million SOFR + 10 bps + [1.25% – 2.20%] January 2027 2028 Term Loan (5) 100.0 million SOFR + 10 bps + [1.20% – 2.15%] January 2028 Total Debt / Weighted Average Interest Rate $ 549.8 million 4.56% (1) The Company utilized interest rate swaps on the $65.0 million 2026 Term Loan balance to fix SOFR and achieve a weighted average fixed swap rate of 0.26% plus the 10 bps SOFR adjustment plus the applicable spread. (2) Mortgage note assumed in connection with the acquisition of Price Plaza Shopping Center located in Katy, Texas. (3) The Company utilized interest rate swaps on $100.0 million of the Credit Facility balance to fix SOFR and achieve a weighted average fixed swap rate of 3.28% plus the 10 bps SOFR adjustment plus the applicable spread. (4) The Company utilized interest rate swaps on the $100.0 million 2027 Term Loan balance to fix SOFR and achieve a fixed swap rate of 0.64% plus the 10 bps SOFR adjustment plus the applicable spread. (5) The Company utilized interest rate swaps on the $100.0 million 2028 Term Loan balance to fix SOFR and achieve a weighted average fixed swap rate of 3.78% plus the 10 bps SOFR adjustment plus the applicable spread. As of September 30, 2023, the Company’s net debt to Pro Forma EBITDA was 7.8 times, and as defined in the Company’s credit agreement, the Company’s fixed charge coverage ratio was 2.6 times. As of September 30, 2023, the Company’s net debt to total enterprise value was 54.0%. The Company calculates total enterprise value as the sum of |
| © CTO Realty Growth, Inc. | ctoreit.com 9 Dividends On August 23, 2023, the Company announced cash dividends on its common stock and Series A Preferred stock for the third quarter of 2023 of $0.38 per share and $0.40 per share, respectively, payable on September 29, 2023 to stockholders of record as of the close of business on September 14, 2023. The third quarter 2023 common stock cash dividend represents a payout ratio of 80.9% and 79.2% of the Company’s third quarter 2023 Core FFO per diluted share and AFFO per diluted share, respectively. 2023 Outlook The Company has increased its Core FFO and AFFO outlook for 2023 and has revised certain assumptions to take into account the Company’s year-to-date performance and revised expectations regarding the Company’s operational and investment activities and forecasted capital markets transactions. The Company’s outlook for 2023 assumes continued stability in economic activity, stable or positive business trends related to each of our tenants and other significant assumptions. The Company’s increased outlook for 2023 is as follows: 2023 Guidance Range Low High Core FFO Per Diluted Share $1.58 to $1.62 AFFO Per Diluted Share $1.72 to $1.76 The Company’s 2023 guidance includes, but is not limited to the following assumptions: • Same-Property NOI decrease of (4%) to (1%), including the impact of completed and forecasted asset sales, bad debt expense, occupancy loss and costs associated with tenants in bankruptcy and/or tenant lease defaults. • General and administrative expense within a range of $14 million to $15 million. • Weighted average diluted shares outstanding of approximately 22.5 million shares. • Year-end 2023 leased occupancy projected to be within a range of 93.0% to 94.0%, after accounting for the Company’s year-to-date and forecasted 2023 income property acquisitions and dispositions. • Investment in income producing assets, including structured investments, between $95 million and $100 million at a weighted average initial cash yield of approximately 7.70%. • Disposition of assets between $38 million and $65 million at a weighted average exit cash yield between 6.15% and 6.75%. Earnings Conference Call & Webcast The Company will host a conference call to present its operating results for the quarter ended September 30, 2023 on Friday, October 27, 2023, at 9:00 AM ET. A live webcast of the call will be available on the Investor Relations page of the Company’s website at www.ctoreit.com or at the link provided in the event details below. To access the call by phone, please go to the link provided in the event details below and you will be provided with dial-in details. Webcast: https://edge.media-server.com/mmc/p/zzoarkys Dial-In: https://register.vevent.com/register/BIc2862b1fbbca4c92b7d5c569a5f682e5 |
| © CTO Realty Growth, Inc. | ctoreit.com 10 We encourage participants to dial into the conference call at least fifteen minutes ahead of the scheduled start time. A replay of the earnings call will be archived and available online through the Investor Relations section of the Company’s website at www.ctoreit.com. About CTO Realty Growth, Inc. CTO Realty Growth, Inc. is a publicly traded real estate investment trust that owns and operates a portfolio of high-quality, retail-based properties located primarily in higher growth markets in the United States. CTO also externally manages and owns a meaningful interest in Alpine Income Property Trust, Inc. (NYSE: PINE), a publicly traded net lease REIT. We encourage you to review our most recent investor presentation and supplemental financial information, which is available on our website at www.ctoreit.com. Safe Harbor Certain statements contained in this press release (other than statements of historical fact) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can typically be identified by words such as “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,” “could,” “may,” “should,” “plan,” “potential,” “predict,” “forecast,” “project,” and similar expressions, as well as variations or negatives of these words. Although forward-looking statements are made based upon management’s present expectations and reasonable beliefs concerning future developments and their potential effect upon the Company, a number of factors could cause the Company’s actual results to differ materially from those set forth in the forward-looking statements. Such factors may include, but are not limited to: the Company’s ability to remain qualified as a REIT; the Company’s exposure to U.S. federal and state income tax law changes, including changes to the REIT requirements; general adverse economic and real estate conditions; macroeconomic and geopolitical factors, including but not limited to inflationary pressures, interest rate volatility, distress in the banking sector, global supply chain disruptions, and ongoing geopolitical war; the ultimate geographic spread, severity and duration of pandemics such as the COVID-19 Pandemic and its variants, actions that may be taken by governmental authorities to contain or address the impact of such pandemics, and the potential negative impacts of such pandemics on the global economy and the Company’s financial condition and results of operations; the inability of major tenants to continue paying their rent or obligations due to bankruptcy, insolvency or a general downturn in their business; the loss or failure, or decline in the business or assets of PINE; the completion of 1031 exchange transactions; the availability of investment properties that meet the Company’s investment goals and criteria; the uncertainties associated with obtaining required governmental permits and satisfying other closing conditions for planned acquisitions and sales; and the uncertainties and risk factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and other risks and uncertainties discussed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to update the information contained in this press release to reflect subsequently occurring events or circumstances. Non-GAAP Financial Measures Our reported results are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We also disclose Funds From Operations (“FFO”), Core Funds From Operations (“Core FFO”), Adjusted Funds From Operations (“AFFO”), Pro Forma Earnings Before Interest, Taxes, Depreciation and Amortization (“Pro Forma EBITDA”), and Same-Property Net Operating Income (“Same-Property NOI”), each of which are non-GAAP financial measures. We believe these non-GAAP financial measures are useful to investors |
| © CTO Realty Growth, Inc. | ctoreit.com 11 because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs. FFO, Core FFO, AFFO, Pro Forma EBITDA, and Same-Property NOI do not represent cash generated from operating activities and are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income as a performance measure or cash flows from operating activities as reported on our statement of cash flows as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures. We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. NAREIT defines FFO as GAAP net income or loss adjusted to exclude extraordinary items (as defined by GAAP), net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and real estate related depreciation and amortization, including the pro rata share of such adjustments of unconsolidated subsidiaries. The Company also excludes the gains or losses from sales of assets incidental to the primary business of the REIT which specifically include the sales of mitigation credits, impact fee credits, subsurface sales, and land sales, in addition to the mark-to-market of the Company’s investment securities and interest related to the 2025 Convertible Senior Notes, if the effect is dilutive. To derive Core FFO, we modify the NAREIT computation of FFO to include other adjustments to GAAP net income related to gains and losses recognized on the extinguishment of debt, amortization of above- and below-market lease related intangibles, and other unforecastable market- or transaction-driven non-cash items. To derive AFFO, we further modify the NAREIT computation of FFO and Core FFO to include other adjustments to GAAP net income related to non-cash revenues and expenses such as straight-line rental revenue, non-cash compensation, and other non-cash amortization, as well as adding back the interest related to the 2025 Convertible Senior Notes, if the effect is dilutive. Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance. We use AFFO as one measure of our performance when we formulate corporate goals. To derive Pro Forma EBITDA, GAAP net income or loss attributable to the Company is adjusted to exclude extraordinary items (as defined by GAAP), net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and real estate related depreciation and amortization, including the pro rata share of such adjustments of unconsolidated subsidiaries, non-cash revenues and expenses such as straight-line rental revenue, amortization of deferred financing costs, above- and below-market lease related intangibles, non-cash compensation, and other non-cash income or expense. Cash interest expense is also excluded from Pro Forma EBITDA, and GAAP net income or loss is adjusted for the annualized impact of acquisitions, dispositions and other similar activities. To derive Same-Property NOI, GAAP net income or loss attributable to the Company is adjusted to exclude extraordinary items (as defined by GAAP), gain or loss on disposition of assets, gain or loss on extinguishment of debt, impairment charges, and depreciation and amortization, including the pro rata share of such adjustments of unconsolidated subsidiaries, if any, non-cash revenues and expenses such as above- and below-market lease related intangibles, straight-line rental revenue, and other non-cash income or expense. Interest expense, general and administrative expenses, investment and other income or loss, income tax benefit or expense, real estate operations revenues and direct cost of revenues, management fee income, and interest income from commercial loans and investments are also excluded from Same-Property NOI. GAAP net income or loss is further adjusted to remove the impact of properties that were not owned for the full current and prior year reporting periods presented. Cash rental income received under the leases pertaining to the Company’s assets that are presented as commercial loans and investments in accordance with GAAP is also used in lieu of the interest income equivalent. FFO is used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers primarily because it excludes the effect of real estate depreciation and amortization and net gains or losses on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. We believe that Core FFO and AFFO are additional useful supplemental measures for investors to consider because they will help them to better assess our operating performance without the distortions created by other non-cash revenues or expenses. |
| © CTO Realty Growth, Inc. | ctoreit.com 12 We also believe that Pro Forma EBITDA is an additional useful supplemental measure for investors to consider as it allows for a better assessment of our operating performance without the distortions created by other non-cash revenues, expenses or certain effects of the Company’s capital structure on our operating performance. We use Same-Property NOI to compare the operating performance of our assets between periods. It is an accepted and important measurement used by management, investors and analysts because it includes all property-level revenues from the Company’s properties, less operating and maintenance expenses, real estate taxes and other property-specific expenses (“Net Operating Income” or “NOI”) of properties that have been owned and stabilized for the entire current and prior year reporting periods. Same-Property NOI attempts to eliminate differences due to the acquisition or disposition of properties during the particular period presented, and therefore provides a more comparable and consistent performance measure for the comparison of the Company's properties. FFO, Core FFO, AFFO, Pro Forma EBITDA, and Same-Property NOI may not be comparable to similarly titled measures employed by other companies. |
| © CTO Realty Growth, Inc. | ctoreit.com 13 Consolidated Balance Sheet CTO Realty Growth, Inc. Consolidated Balance Sheets (In thousands, except share and per share data) As of (Unaudited) September 30, 2023 December 31, 2022 ASSETS Real Estate: Land, at Cost $ 235,880 $ 233,930 Building and Improvements, at Cost 588,224 530,029 Other Furnishings and Equipment, at Cost 851 748 Construction in Process, at Cost 4,127 6,052 Total Real Estate, at Cost 829,082 770,759 Less, Accumulated Depreciation (50,117) (36,038) Real Estate—Net 778,965 734,721 Land and Development Costs 698 685 Intangible Lease Assets—Net 105,851 115,984 Assets Held for Sale 14,504 — Investment in Alpine Income Property Trust, Inc. 38,162 42,041 Mitigation Credits 1,872 1,856 Mitigation Credit Rights — 725 Commercial Loans and Investments 46,572 31,908 Cash and Cash Equivalents 7,015 19,333 Restricted Cash 22,618 1,861 Refundable Income Taxes 430 448 Deferred Income Taxes—Net 2,363 2,530 Other Assets 47,323 34,453 Total Assets $ 1,066,373 $ 986,545 LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities: Accounts Payable $ 3,969 $ 2,544 Accrued and Other Liabilities 18,660 18,028 Deferred Revenue 6,251 5,735 Intangible Lease Liabilities—Net 11,203 9,885 Long-Term Debt 548,219 445,583 Total Liabilities 588,302 481,775 Commitments and Contingencies Stockholders’ Equity: Preferred Stock – 100,000,000 shares authorized; $0.01 par value, 6.375% Series A Cumulative Redeemable Preferred Stock, $25.00 Per Share Liquidation Preference, 2,993,206 shares issued and outstanding at September 30, 2023 and 3,000,000 shares issued and outstanding at December 31, 2022 30 30 Common Stock – 500,000,000 shares authorized; $0.01 par value, 22,701,072 shares issued and outstanding at September 30, 2023; and 22,854,775 shares issued and outstanding at December 31, 2022 227 229 Additional Paid-In Capital 168,875 172,471 Retained Earnings 284,789 316,279 Accumulated Other Comprehensive Income 24,150 15,761 Total Stockholders’ Equity 478,071 504,770 Total Liabilities and Stockholders’ Equity $ 1,066,373 $ 986,545 |
| © CTO Realty Growth, Inc. | ctoreit.com 14 Consolidated P&L CTO Realty Growth, Inc. Consolidated Statements of Operations (Unaudited) (In thousands, except share, per share and dividend data) Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2023 2022 2023 2022 Revenues Income Properties $ 25,183 $ 17,694 $ 70,373 $ 49,229 Management Fee Income 1,094 951 3,294 2,835 Interest Income From Commercial Loans and Investments 1,114 1,323 2,965 3,331 Real Estate Operations 1,079 3,149 2,602 4,395 Total Revenues 28,470 23,117 79,234 59,790 Direct Cost of Revenues Income Properties (7,060) (5,115) (20,883) (13,943) Real Estate Operations (152) (1,661) (876) (1,940) Total Direct Cost of Revenues (7,212) (6,776) (21,759) (15,883) General and Administrative Expenses (3,439) (3,253) (10,493) (8,972) Provision for Impairment (929) — (1,408) — Depreciation and Amortization (11,669) (7,305) (32,814) (20,401) Total Operating Expenses (23,249) (17,334) (66,474) (45,256) Gain on Disposition of Assets 2,464 4,973 3,565 4,728 Other Gains and Income 2,464 4,973 3,565 4,728 Total Operating Income 7,685 10,756 16,325 19,262 Investment and Other Income (Loss) 1,184 (3,065) (1,296) (6,270) Interest Expense (6,318) (3,037) (16,161) (7,216) Income (Loss) Before Income Tax Benefit (Expense) 2,551 4,654 (1,132) 5,776 Income Tax Benefit (Expense) 135 163 (375) 461 Net Income (Loss) Attributable to the Company 2,686 4,817 (1,507) 6,237 Distributions to Preferred Stockholders (1,195) (1,195) (3,585) (3,586) Net Income (Loss) Attributable to Common Stockholders $ 1,491 $ 3,622 $ (5,092) $ 2,651 Per Share Information: Basic Net Income (Loss) Attributable to Common Stockholders $ 0.07 $ 0.20 $ (0.23) $ 0.15 Diluted Net Income (Loss) Attributable to Common Stockholders $ 0.07 $ 0.19 $ (0.23) $ 0.15 Weighted Average Number of Common Shares Basic 22,484,561 18,386,435 22,556,642 18,044,299 Diluted 22,484,561 21,505,460 22,556,642 18,044,299 Dividends Declared and Paid – Preferred Stock $ 0.40 $ 0.40 $ 1.20 $ 1.20 Dividends Declared and Paid – Common Stock $ 0.38 $ 0.38 $ 1.14 $ 1.11 |
| © CTO Realty Growth, Inc. | ctoreit.com 15 Non-GAAP Financial Measures CTO Realty Growth, Inc. Non-GAAP Financial Measures Same-Property NOI Reconciliation (Unaudited) (In thousands) Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Net Income (Loss) Attributable to the Company $ 2,686 $ 4,817 $ (1,507) $ 6,237 Loss (Gain) on Disposition of Assets (2,464) (4,973) (3,565) (4,728) Provision for Impairment 929 — 1,408 — Depreciation and Amortization 11,669 7,305 32,814 20,401 Amortization of Intangibles to Lease Income (487) (507) (1,793) (1,485) Straight-Line Rent Adjustment 790 600 919 1,645 COVID-19 Rent Repayments (3) (26) (46) (79) Accretion of Tenant Contribution 38 38 114 114 Interest Expense 6,318 3,037 16,161 7,216 General and Administrative Expenses 3,439 3,253 10,493 8,972 Investment and Other Income (Loss) (1,184) 3,065 1,296 6,270 Income Tax (Benefit) Expense (135) (163) 375 (461) Real Estate Operations Revenues (1,079) (3,149) (2,602) (4,395) Real Estate Operations Direct Cost of Revenues 152 1,661 876 1,940 Management Fee Income (1,094) (951) (3,294) (2,835) Interest Income from Commercial Loans and Investments (1,114) (1,323) (2,965) (3,331) Less: Impact of Properties Not Owned for the Full Reporting Period (7,699) (1,410) (19,280) (5,057) Same-Property NOI $ 10,762 $ 11,274 $ 29,404 $ 30,424 |
| © CTO Realty Growth, Inc. | ctoreit.com 16 Non-GAAP Financial Measures CTO Realty Growth, Inc. Non-GAAP Financial Measures (Unaudited) (In thousands, except per share data) Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Net Income (Loss) Attributable to the Company $ 2,686 $ 4,817 $ (1,507) $ 6,237 Add Back: Effect of Dilutive Interest Related to 2025 Notes(1) — 539 — — Net Income (Loss) Attributable to the Company, If-Converted $ 2,686 $ 5,356 $ (1,507) $ 6,237 Depreciation and Amortization of Real Estate 11,651 7,283 32,769 20,359 Loss (Gain) on Disposition of Assets, Net of Tax (2,741) (4,973) (3,565) (4,728) Gains on Disposition of Other Assets (926) (1,509) (1,739) (2,473) Provision for Impairment 929 — 1,408 — Unrealized Loss (Income) on Investment Securities (429) 3,754 5,663 8,102 Extinguishment of Contingent Obligation — — (2,300) — Funds from Operations $ 11,170 $ 9,911 $ 30,729 $ 27,497 Distributions to Preferred Stockholders (1,195) (1,195) (3,585) (3,586) Funds From Operations Attributable to Common Stockholders $ 9,975 $ 8,716 $ 27,144 $ 23,911 Amortization of Intangibles to Lease Income 487 507 1,793 1,485 Less: Effect of Dilutive Interest Related to 2025 Notes(1) — (539) — — Core Funds From Operations Attributable to Common Stockholders $ 10,462 $ 8,684 $ 28,937 $ 25,396 Adjustments: Straight-Line Rent Adjustment (790) (600) (919) (1,645) COVID-19 Rent Repayments 3 26 46 79 Other Depreciation and Amortization 24 (29) (92) (199) Amortization of Loan Costs and Discount on Convertible Debt 199 64 636 510 Non-Cash Compensation 868 812 2,802 2,423 Adjusted Funds From Operations Attributable to Common Stockholders $ 10,766 $ 8,957 $ 31,410 $ 26,564 FFO Attributable to Common Stockholders per Common Share – Diluted $ 0.44 $ 0.41 $ 1.20 $ 1.33 Core FFO Attributable to Common Stockholders per Common Share – Diluted $ 0.47 $ 0.47 $ 1.28 $ 1.41 AFFO Attributable to Common Stockholders per Common Share – Diluted $ 0.48 $ 0.49 $ 1.39 $ 1.47 (1) For the three months ended September 30, 2023 and the nine months ended September 30, 2023 and 2022, interest related to the 2025 Convertible Senior Notes excluded from net income (loss) attributable to the Company to derive FFO effective January 1, 2022 due to the implementation of ASU 2020-06 which requires presentation on an if-converted basis, as the impact to net income (loss) attributable to common stockholders would be anti-dilutive. For the three months ended September 30, 2022, interest related to the 2025 Convertible Senior Notes was added back to net income (loss) attributable to the Company to derive FFO, as the impact to net income (loss) attributable to common stockholders was dilutive. |
| © CTO Realty Growth, Inc. | ctoreit.com 17 Non-GAAP Financial Measures CTO Realty Growth, Inc. Non-GAAP Financial Measures Reconciliation of Net Debt to Pro Forma EBITDA (Unaudited) (In thousands) Three Months Ended September 30, 2023 Net Income Attributable to the Company $ 2,686 Depreciation and Amortization of Real Estate 11,651 Gain on Disposition of Assets, Net of Tax (2,741) Gains on the Disposition of Other Assets (926) Provision for Impairment 929 Unrealized Gain on Investment Securities (429) Distributions to Preferred Stockholders (1,195) Straight-Line Rent Adjustment (790) Amortization of Intangibles to Lease Income 487 Other Non-Cash Amortization 24 Amortization of Loan Costs and Discount on Convertible Debt 199 Non-Cash Compensation 868 Interest Expense, Net of Amortization of Loan Costs and Discount on Convertible Debt 6,119 EBITDA $ 16,882 Annualized EBITDA $ 67,528 Pro Forma Annualized Impact of Current Quarter Investments and Dispositions, Net (1) (1,166) Pro Forma EBITDA $ 66,362 Total Long-Term Debt $ 548,219 Financing Costs, Net of Accumulated Amortization 1,370 Unamortized Convertible Debt Discount 245 Cash & Cash Equivalents (7,015) Restricted Cash (22,618) Net Debt $ 520,201 Net Debt to Pro Forma EBITDA 7.8x (1) Reflects the pro forma annualized impact on Annualized EBITDA of the Company’s investments and disposition activity during the three months ended September 30, 2023. |
| © CTO Realty Growth, Inc. | ctoreit.com Capitalization & Dividends $ and shares outstanding in thousands, except per share data. Any differences are a result of rounding. Equity Capitalization Common Shares Outstanding 22,701 Common Share Price $16.21 Total Common Equity Market Capitalization $367,984 Series A Preferred Shares Outstanding 2,993 Series A Preferred Par Value Per Share $25.00 Series A Preferred Par Value $74,830 Total Equity Capitalization $442,814 Debt Capitalization Total Debt Outstanding $549,834 Total Capitalization $992,648 Cash, Restricted Cash & Cash Equivalents $29,633 Total Enterprise Value $963,015 Dividends Paid Common Preferred Q4 2022 $0.38 $0.40 Q1 2023 $0.38 $0.40 Q2 2023 $0.38 $0.40 Q3 2023 $0.38 $0.40 Trailing Twelve Months Q3 2023 $1.52 $1.59 Q3 2023 Core FFO Per Diluted Share $0.47 Q3 2023 AFFO Per Diluted Share $0.48 Q3 2023 Core FFO Payout Ratio 80.9% Q3 2023 AFFO Payout Ratio 79.2% Dividend Yield Q3 2023 $0.38 $0.40 Annualized Q3 2023 Dividend $1.52 $1.59 Price Per Share as of September 30, 2023 $16.21 $18.29 Implied Dividend Yield 9.4% 8.7% 18 |
| © CTO Realty Growth, Inc. | ctoreit.com Debt Summary $ in thousands. Any differences are a result of rounding. (1) See reconciliation as part of Non-GAAP Financial Measures in the Company’s Third Quarter 2023 Earnings Release. Indebtedness Outstanding Face Value Interest Rate Maturity Date Type 2025 Convertible Senior Notes $51,034 3.88% April 2025 Fixed 2026 Term Loan 65,000 SOFR + 10 bps + [1.25% – 2.20%] March 2026 Fixed Mortgage Note 17,800 4.06% August 2026 Fixed Revolving Credit Facility 116,000 SOFR + 10 bps + [1.25% – 2.20%] January 2027 Variable Revolving Credit Facility 100,000 SOFR + 10 bps + [1.25% – 2.20%] January 2027 Fixed 2027 Term Loan 100,000 SOFR + 10 bps + [1.25% – 2.20%] January 2027 Fixed 2028 Term Loan 100,000 SOFR + 10 bps + [1.20% – 2.15%] January 2028 Fixed Total / Weighted Average $549,834 4.56% Fixed vs. Variable Face Value Interest Rate % of Total Debt Total Fixed Rate Debt 433,834 3.90% 79% Total Variable Rate Debt 116,000 SOFR + 10 bps + [1.25% – 2.20%] 21% Total / Weighted Average $549,834 4.56% 100% Leverage Metrics Face Value of Debt $549,834 Cash, Restricted Cash & Cash Equivalents ($29,633) Net Debt $520,201 Total Enterprise Value $963,015 Net Debt to Total Enterprise Value 54% Net Debt to Pro Forma EBITDA(1) 7.8x 19 |
| © CTO Realty Growth, Inc. | ctoreit.com Debt Maturities $ in thousands. Any differences are a result of rounding. Year Outstanding % of Debt Maturing Cumulative % of Debt Maturing Weighted Average Rate 2023 $ − − % − % − % 2024 − − % − % − % 2025 51,034 9% 9% 3.88% 2026 82,800 15% 24% 2.45% 2027 316,000 57% 82% 4.93% 2028 100,000 18% 100% 5.48% Total $549,834 100% 4.56% 20 |
| © CTO Realty Growth, Inc. | ctoreit.com Year-to-Date Investments $ in thousands. Any differences are a result of rounding. Property Acquisitions Market Type Date Acquired Square Feet Price Occupancy At Acq. Phase II of The Exchange at Gwinnett (4 of 5 parcels) Buford, GA Atlanta, GA Retail Parcels Feb, May & June 2023 24,100 $14,554 100% Plaza at Rockwall Rockwall, TX Dallas, TX Multi-Tenant Retail June 2023 446,526 $61,200 95% 10.6 Acres Adjacent to The Collection at Forsyth Forysth, GA Cumming, GA Land Sep 2023 0 $4,250 0% Total Acquisitions 470,626 $80,004 21 Structured Investments Market Type Date Originated Capital Commitment Structure Founders Square Dallas, TX Dallas, TX Office March 2023 $15,000 First Mortgage Total Structured Investments $15,000 |
| © CTO Realty Growth, Inc. | ctoreit.com Property Market Type Date Sold Square Feet Price Gain (Loss) Jollibee – Eastern Commons Henderson, NV Las Vegas, NV Single Tenant Retail Outparcel June 2023 3,698 $2,080 $824 Del Taco – Crossroads Town Center Chandler, AZ Phoenix, AZ Single Tenant Retail Outparcel August 2023 2,260 $2,350 $1,159 Reston Metro Center Reston, VA Washington D.C. Single Tenant Office September 2023 64,319 $18,500 $1,305 Total Dispositions 70,277 $22,930 $3,288 Year-to-Date Dispositions 22 $ in thousands. Any differences are a result of rounding. |
| © CTO Realty Growth, Inc. | ctoreit.com Operating Portfolio Capital Investments $ in thousands. Any differences are a result of rounding. 23 Investment in Previously Occupied Space Q1 2023 Q2 2023 Q3 2023 Q4 2023 2023 Capital Expenditures $ - $ - $ - $ - Tenant Improvement Allowances 47 1 238 286 Leasing Commissions 11 72 186 269 Total Investment in Previously Occupied Space $58 $73 $424 $555 New Investment in Acquired Vacancy Q1 2023 Q2 2023 Q3 2023 Q4 2023 2023 Capital Expenditures $551 $556 $583 $1,690 Tenant Improvement Allowances 2,915 5,686 2,226 10,827 Leasing Commissions 220 675 603 1,498 Total New Investment in Acquired Vacancy $3,686 $6,917 $3,412 $14,015 Other Capital Investments Q1 2023 Q2 2023 Q3 2023 Q4 2023 2023 Property Improvement Costs $398 $1,147 $1,418 $2,963 Investment in Property Repositioning 667 1,335 10 2,012 Total Other Capital Investments $1,065 $2,482 $1,428 $4,975 Total Capital Investments Q1 2023 Q2 2023 Q3 2023 Q4 2023 2023 Capital Expenditures and Other Capital Investments $1,616 $3,038 $2,011 $6,665 Tenant Improvement Allowances 2,962 5,687 2,464 11,113 Leasing Commissions 231 747 789 1,767 Total New Investment in Acquired Vacancy $4,809 $9,472 $5,264 $19,545 |
| © CTO Realty Growth, Inc. | ctoreit.com Portfolio Summary $ and square feet in thousands, except per square foot data. Any differences are a result of rounding. 24 Total Portfolio as of September 30, 2023 Asset Type Number of Properties Square Feet Cash ABR PSF Occupancy Leased Occupancy Single Tenant 7 372 $20.64 100.0% 100.0% Multi-Tenant 16 3,746 $18.46 88.6% 92.1% Total Portfolio 23 4,118 $18.66 89.6% 92.8% Property Type Number of Properties Square Feet Cash ABR PSF Occupancy Leased Occupancy Retail 16 2,432 $18.00 93.4% 96.5% Office 2 331 $18.01 100.0% 100.0% Mixed Use 5 1,355 $19.99 80.2% 84.5% Total Portfolio 23 4,118 $18.66 89.6% 92.8% Total Portfolio as of September 30, 2022 Asset Type Number of Properties Square Feet Cash ABR PSF Occupancy Leased Occupancy Single Tenant 5 407 $20.74 100.0% 100.0% Multi-Tenant 13 2,337 $19.56 90.3% 93.4% Total Portfolio 18 2,744 $19.73 91.8% 94.4% Property Type Number of Properties Square Feet Cash ABR PSF Occupancy Leased Occupancy Retail 12 1,944 $18.75 91.3% 93.7% Office 3 395 $18.88 100.0% 100.0% Mixed Use 3 405 $25.26 85.9% 92.2% Total Portfolio 18 2,744 $19.73 91.8% 94.4% |
| © CTO Realty Growth, Inc. | ctoreit.com Portfolio Detail 25 Property Type Year Acquired/ Developed Year Built Acreage Square Feet In-Place Occupancy Leased Occupancy Cash ABR PSF Atlanta, GA The Collection at Forsyth Lifestyle 2022 2006 69.5 560,433 84% 87% $18.67 Ashford Lane Lifestyle 2020 2005 43.7 277,408 76% 87% $23.37 Madison Yards Grocery-Anchored 2022 2019 10.3 162,521 99% 99% $30.49 The Exchange at Gwinnett Grocery-Anchored 2021/2023 2021/2023 16.4 93,366 98% 100% $35.65 Total Atlanta, GA 139.9 1,093,728 86% 90% $23.07 Dallas, TX Plaza at Rockwall Retail Power Center 2023 2007 42.0 446,521 95% 97% $12.52 The Shops at Legacy Lifestyle 2021 2007 12.7 237,572 66% 70% $22.94 Westcliff Shopping Center Grocery-Anchored 2017 1955 10.3 134,750 77% 86% $6.32 Total Dallas, TX 65.0 818,843 84% 87% $14.52 Richmond, VA West Broad Village Grocery-Anchored 2022 2007 32.6 392,227 82% 91% $20.07 Jacksonville, FL The Strand at St. Johns Town Center Retail Power Center 2019 2017 52.0 210,973 92% 97% $23.64 Phoenix, AZ Crossroads Town Center Retail Power Center 2020 2005 31.1 241,812 99% 100% $20.30 Raleigh, NC Beaver Creek Crossings Retail Power Center 2021 2005 51.6 322,113 94% 97% $13.65 $ in thousands, except per square foot data. Any differences are a result of rounding. |
| © CTO Realty Growth, Inc. | ctoreit.com Portfolio Detail 26 Property Type Year Acquired/ Developed Year Built Acreage Square Feet In-Place Occupancy Leased Occupancy Cash ABR PSF Albuquerque, NM Fidelity Single Tenant Office 2018 2009 25.3 210,067 100% 100% $17.23 Houston, TX Price Plaza Shopping Center Retail Power Center 2022 1999 23.2 200,576 100% 100% $16.71 Santa Fe, NM 125 Lincoln & 150 Washington Mixed Use 2021 1983 1.5 137,177 78% 78% $21.56 Tampa, FL Sabal Pavilion Single Tenant Office 2020 1998 11.5 120,500 100% 100% $19.36 Daytona Beach, FL Daytona Beach Restaurant Portfolio Single Tenant (5) 2018 / 2022 1915 - 2018 8.3 41,427 100% 100% $41.66 Salt Lake City, UT Jordan Landing Retail Power Center 2021 2003 16.1 170,996 100% 100% $9.90 Las Vegas, NV Eastern Commons Grocery-Anchored 2021 2001 11.4 129,606 100% 100% $11.71 Orlando, FL Winter Park Office Mixed Use 2021 1982 2.3 27,948 100% 100% $12.81 Total Portfolio 471.8 4,117,993 90% 93% $18.66 $ in thousands, except per square foot data. Any differences are a result of rounding. |
| © CTO Realty Growth, Inc. | ctoreit.com Leasing Summary $ and square feet in thousands, except per square foot data. Any differences are a result of rounding. Overall leasing activity does not include lease termination agreements or lease amendments related to tenant bankruptcy proceedings. 27 Renewals and Extensions Q1 2023 Q2 2023 Q3 2023 Q4 2023 2023 Leases 11 11 5 27 Square Feet 95 48 59 202 New Cash Rent PSF $22.71 $31.37 $20.79 $24.21 Tenant Improvements $40 $13 $89 $142 Leasing Commissions $68 $6 $63 $136 Weighted Average Term 4.5 years 3.9 years 4.1 years 4.2 years New Leases Q1 2023 Q2 2023 Q3 2023 Q4 2023 2023 Leases 14 13 16 43 Square Feet 66 59 74 198 New Cash Rent PSF $21.85 $22.68 $29.49 $24.93 Tenant Improvements $2,197 $734 $1,443 $4,373 Leasing Commissions $630 $676 $802 $2,109 Weighted Average Term 9.2 years 9.4 years 7.0 years 8.3 years All Leases Summary Q1 2023 Q2 2023 Q3 2023 Q4 2023 2023 Leases 25 24 21 70 Square Feet 161 107 133 400 New Cash Rent PSF $22.36 $26.58 $25.63 $24.57 Tenant Improvements $2,237 $747 $1,532 $4,515 Leasing Commissions $698 $682 $865 $2,245 Weighted Average Term 6.4 years 6.5 years 5.9 years 6.3 years |
| © CTO Realty Growth, Inc. | ctoreit.com Comparable Leasing Summary $ and square feet in thousands, except per square foot data. Any differences are a result of rounding. Comparable leases compare leases signed on a space for which there was previously a tenant. 28 Renewals and Extensions - Comparable Number of Leases Signed GLA Signed New Cash Rent PSF Expiring Cash Rent PSF % Increase Over Expiring Rent Weighted Average Lease Term Tenant Improvements Lease Commissions 1st Quarter 2023 11 95 $22.71 $20.95 8.4% 4.5 $40 $68 2nd Quarter 2023 11 48 $31.37 $30.02 4.5% 3.9 $13 $6 3rd Quarter 2023 5 59 $20.79 $20.29 2.5% 4.1 $89 $63 4th Quarter 2023 Total 27 202 $24.21 $22.92 5.7% 4.2 $142 $136 New Leases – Comparable Number of Leases Signed GLA Signed New Cash Rent PSF Expiring Cash Rent PSF % Increase Over Expiring Rent Weighted Average Lease Term Tenant Improvements Lease Commissions 1st Quarter 2023 3 6 $26.56 $27.22 (2.4%) 5.0 $95 $42 2nd Quarter 2023 6 13 $34.90 $27.86 25.2% 9.2 $413 $263 3rd Quarter 2023 9 47 $32.00 $32.87 (2.6%) 6.9 $948 $512 4th Quarter 2023 Total 18 66 $32.07 $31.40 2.1% 7.2 $1,456 $817 All Comparable Leases Summary Number of Leases Signed GLA Signed New Cash Rent PSF Expiring Cash Rent PSF % Increase Over Expiring Rent Weighted Average Lease Term Tenant Improvements Lease Commissions 1st Quarter 2023 14 100 $22.94 $21.32 7.6% 4.5 $135 $110 2nd Quarter 2023 17 61 $32.10 $29.57 8.6% 5.1 $426 $269 3rd Quarter 2023 14 106 $25.79 $25.90 (0.4%) 5.6 $1,037 $575 4th Quarter 2023 Total 45 268 $26.15 $25.01 4.6% 5.1 $1,598 $953 |
| © CTO Realty Growth, Inc. | ctoreit.com Same-Property NOI $ and square feet in thousands, except per square foot data. Any differences are a result of rounding. 29 Multi-Tenant Q1 2023 Q2 2023 Q3 2023 Q4 2023 2023 Number of Comparable Properties 11 11 12 11 Same-Property NOI – 2023 $8,402 $8,703 $8,971 $24,279 Same Property NOI – 2022 $8,576 $9,097 $9,575 $25,544 $ Variance ($174) ($394) ($604) ($1,265) % Variance (2.0%) (4.3%) (6.3%) (5.0%) Single-Tenant Q1 2023 Q2 2023 Q3 2023 Q4 2023 2023 Number of Comparable Properties 5 5 4 4 Same-Property NOI – 2023 $1,901 $2,147 $1,791 $5,125 Same Property NOI – 2022 $1,856 $2,036 $1,699 $4,880 $ Variance $45 $111 $92 $245 % Variance 2.4% 5.5% 5.4% 5.0% All Properties Q1 2023 Q2 2023 Q3 2023 Q4 2023 2023 Number of Comparable Properties 16 16 16 15 Same-Property NOI – 2023 $10,303 $10,850 $10,762 $29,404 Same Property NOI – 2022 $10,432 $11,133 $11,274 $30,424 $ Variance ($129) ($283) ($512) ($1,020) % Variance (1.2%) (2.5%) (4.5%) (3.4%) |
| © CTO Realty Growth, Inc. | ctoreit.com Lease Expiration Schedule $ and square feet in thousands, except per square foot data. Any differences are a result of rounding. 30 Anchor Tenants Year Leases Expiring Expiring SF % of Total Cash ABR % of Total ABR PSF 2023 0 0 0.0% 0 0.0% $0.00 2024 4 101 2.8% 913 1.2% $8.66 2025 6 121 3.3% 2,893 3.8% $23.95 2026 11 439 11.9% 7,802 10.2% $17.74 2027 11 459 12.5% 4,927 6.4% $10.83 2028 14 727 19.7% 11,703 15.2% $16.32 2029 3 133 3.6% 1,215 1.6% $9.12 2030 2 67 1.8% 784 1.0% $11.99 2031 3 48 1.3% 854 1.1% $19.02 Thereafter 14 327 8.9% 6,127 8.0% $18.74 Total 68 2,422 65.8% 37,218 48.4% $15.66 Small Shop Tenants Year Leases Expiring Expiring SF % of Total Cash ABR % of Total ABR PSF 2023 6 16 0.4% 287 0.4% $17.41 2024 47 145 3.9% 3,655 4.8% $25.05 2025 33 103 2.8% 3,463 4.5% $33.49 2026 52 188 5.1% 5,395 7.0% $28.69 2027 57 178 4.8% 4,841 6.3% $27.38 2028 47 184 5.0% 5,943 7.7% $33.03 2029 32 116 3.1% 3,884 5.1% $35.20 2030 30 94 2.5% 3,045 4.0% $39.67 2031 26 65 1.8% 2,348 3.1% $38.77 Thereafter 51 171 4.6% 6,762 8.8% $39.54 Total 381 1,261 34.2% 39,623 51.6% $32.81 |
| © CTO Realty Growth, Inc. | ctoreit.com Lease Expiration Schedule $ and square feet in thousands, except per square foot data. Any differences are a result of rounding. 31 Total Year Leases Expiring Expiring SF % of Total Cash ABR % of Total ABR PSF 2023 6 16 0.4% 287 0.4% $17.41 2024 51 246 6.7% 4,568 5.9% $18.50 2025 39 224 6.1% 6,356 8.3% $28.34 2026 63 627 17.0% 13,197 17.2% $21.04 2027 68 637 17.3% 9,768 12.7% $15.34 2028 61 911 24.7% 17,646 23.0% $19.36 2029 35 249 6.8% 5,099 6.6% $20.64 2030 32 161 4.4% 3,829 5.0% $23.77 2031 29 113 3.1% 3,202 4.2% $28.45 Thereafter 65 498 13.5% 12,889 16.8% $25.88 Total 449 3,683 100.0% 76,841 100.0% $20.83 |
| © CTO Realty Growth, Inc. | ctoreit.com Top Tenant Summary 32 Tenant/Concept Credit Rating(1) Leases Leased Square Feet % of Total Cash ABR % of Total Fidelity A+ 1 210 5.1% 3,619 4.7% Ford Motor Credit BB+ 1 121 2.9% 2,333 3.0% AMC CCC+ 2 90 2.2% 2,189 2.8% Best Buy BBB+ 3 112 2.7% 1,749 2.3% Southern University N/A 1 60 1.5% 1,616 2.1% At Home CCC 1 192 4.7% 1,576 2.1% Whole Foods Market AA- 2 60 1.5% 1,485 1.9% Darden Restaurants BBB 4 33 0.8% 1,361 1.8% Ross/dd’s Discount BBB+ 4 106 2.6% 1,334 1.7% Dick’s Sporting Goods BBB 2 95 2.3% 1,244 1.6% TJ Maxx/HomeGoods/Marshalls A 3 100 2.4% 1,109 1.4% Publix Not Rated 1 54 1.3% 1,076 1.4% Harkins Theatres Not Rated 1 56 1.4% 1,066 1.4% Landshark Bar & Grill Not Rated 1 6 0.1% 770 1.0% Other 422 2,395 61.5% 54,314 71.7% Total Occupied 449 3,690 89.6% 76,841 100.0% Vacant − 428 10.4% Total 449 4,118 100.0% $ and square feet in thousands. (1) A credit rated, or investment grade rated tenant (rating of BBB-, NAIC-2 or Baa3 or higher) is a tenant or the parent of a tenant with a credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners (NAIC). |
| © CTO Realty Growth, Inc. | ctoreit.com Geographic Diversification 33 Markets Properties Square Feet % of Total Cash ABR % of Total 5-Mile 2023 Average Household Income 5-Mile 2023 Total Population 2023-2028 Projected Population Annual Growth Atlanta, GA 4 1,094 27% $25,229 33% $157,217 221,616 1.0% Dallas, TX 3 819 20% 11,891 15% 145,667 215,709 0.8% Richmond, VA 1 392 10% 7,873 10% 146,903 175,023 0.4% Jacksonville, FL 1 211 5% 4,987 6% 93,407 201,089 0.6% Phoenix, AZ 1 242 6% 4,909 6% 143,944 314,629 0.4% Raleigh, NC 1 322 8% 4,396 6% 181,119 133,529 0.9% Albuquerque, NM 1 210 5% 3,619 5% 68,911 50,072 5.9% Houston, TX 1 201 5% 3,351 4% 116,635 277,236 0.8% Santa Fe, NM 1 137 3% 2,957 4% 115,000 63,960 (0.2%) Tampa, FL 1 121 3% 2,333 3% 77,333 186,133 0.5% Daytona Beach, FL 5 41 1% 1,726 2% 61,424 110,026 0.1% Salt Lake City, UT 1 171 4% 1,693 2% 109,138 363,721 0.4% Las Vegas, NV 1 130 3% 1,518 2% 118,680 316,285 0.8% Orlando, FL 1 28 1% 358 <1% 105,465 277,376 0.4% Total 23 4,118 100% $76,841 100% $136,559 205,454 1.0% States Properties Square Feet % of Total Cash ABR % of Total 5-Mile 2023 Average Household Income 5-Mile 2023 Total Population 2023-2028 Projected Population Annual Growth Georgia 4 1,094 27% $25,229 33% $157,217 221,616 1.0% Texas 4 1,019 25% 15,242 20% 139,284 229,236 0.8% Florida 8 401 10% 9,404 12% 84,009 183,572 0.5% Virginia 1 392 10% 7,873 10% 146,903 175,023 0.4% New Mexico 2 347 8% 6,577 9% 89,635 56,317 3.2% Arizona 1 242 6% 4,909 6% 143,944 314,629 0.4% North Carolina 1 322 8% 4,396 6% 181,119 133,529 0.9% Utah 1 171 4% 1,693 2% 109,138 363,721 0.4% Nevada 1 130 3% 1,518 2% 118,680 316,285 0.8% Total 23 4,118 100% $76,841 100% $136,559 205,454 1.0% $ and square feet in thousands, except for average household income demographic information. Any differences are a result of rounding. Demographic information sourced from Esri. Market, state and portfolio averages weighted by the Annualized Cash Base Rent of each property. |
| © CTO Realty Growth, Inc. | ctoreit.com Other Assets $ and shares outstanding in thousands, except per share data. Any differences are a result of rounding. 34 Investment Securities Shares & Operating Partnership Units Owned Value Per Share September 30, 2023 Estimated Value Annualized Dividend Per Share In-Place Annualized Dividend Income Alpine Income Property Trust 2,333 $16.36 $38,162 $1.10 $2,566 Structured Investments Type Origination Date Maturity Date Original Loan Amount Amount Outstanding Interest Rate Phase II of The Exchange at Gwinnett Construction Loan January 2022 January 2024 $8,700 $1,857 7.25% Watters Creek at Montgomery Farm Preferred Investment April 2022 April 2025 30,000 30,000 8.75% Founders Square First Mortgage March 2023 March 2026 15,000 15,000 8.75% Total Structured Investments $53,700 $46,857 8.69% Subsurface Interests Acreage Estimated Value Acres Available for Sale 352,000 acres $4,000 Mitigation Credits and Rights State Credits Federal Credits Total Book Value Mitigation Credits 27.2 1.8 $1,872 |
| © CTO Realty Growth, Inc. | ctoreit.com 2023 Guidance 35 Low High Core FFO Per Diluted Share $1.58 − $1.62 AFFO Per Diluted Share $1.72 − $1.76 The Company’s estimated Core FFO per diluted share and AFFO per diluted share for 2023 is as follows: $ and shares outstanding in millions, except per share data. (1) Includes the effects of bad debt expense, occupancy loss and costs associated with tenants in bankruptcy and/or tenant lease defaults. (2) Before potential impact from income producing acquisitions and dispositions. The Company’s 2023 guidance includes but is not limited to the following assumptions: Low High Same-Property NOI Decrease(1) (1%) − (4%) General and Administrative Expense $14 − $15 Weighted Average Diluted Shares Outstanding 22.5 − 22.5 Year-end 2023 Leased Occupancy(2) 93.0% − 94.0% Investments in Income Producing Properties $95 − $100 Target Initial Investment Cash Yield 7.70% − 7.70% Dispositions $38 − $65 Target Disposition Cash Yield 6.15% − 6.75% |
| © CTO Realty Growth, Inc. | ctoreit.com Contact Information & Research Coverage Contact Information Corporate Office Locations Investor Relations Transfer Agent New York Stock Exchange 369 N. New York Ave., Suite 201 Winter Park, FL 32789 1140 N. Williamson Blvd., Suite 140 Daytona Beach, FL 32114 Matt Partridge SVP, CFO & Treasurer (407) 904-3324 mpartridge@ctoreit.com Computershare Trust Company, N.A. (800) 368-5948 www.computershare.com Ticker Symbol: CTO Series A Preferred Ticker Symbol: CTO-PA www.ctoreit.com Research Analyst Coverage Institution Coverage Analyst Email Phone BTIG Michael Gorman mgorman@btig.com (212) 738-6138 Compass Point Floris van Dijkum fvandijkum@compasspointllc.com (646) 757-2621 EF Hutton Edward Najarian enajarian@efhuttongroup.com (929) 615-2558 Janney Rob Stevenson robstevenson@janney.com (646) 840-3217 Jones Research Matthew Erdner merdner@jonestrading.com (843) 414-9430 Raymond James RJ Milligan rjmilligan@raymondjames.com (727) 567-2585 36 |
| © CTO Realty Growth, Inc. | ctoreit.com Safe Harbor 37 Certain statements contained in this presentation (other than statements of historical fact) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can typically be identified by words such as “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,” “could,” “may,” “should,” “plan,” “potential,” “predict,” “forecast,” “project,” and similar expressions, as well as variations or negatives of these words. Although forward-looking statements are made based upon management’s present expectations and reasonable beliefs concerning future developments and their potential effect upon the Company, a number of factors could cause the Company’s actual results to differ materially from those set forth in the forward-looking statements. Such factors may include, but are not limited to: the Company’s ability to remain qualified as a REIT; the Company’s exposure to U.S. federal and state income tax law changes, including changes to the REIT requirements; general adverse economic and real estate conditions; macroeconomic and geopolitical factors, including but not limited to inflationary pressures, interest rate volatility, distress in the banking sector, global supply chain disruptions, and ongoing geopolitical war; the ultimate geographic spread, severity and duration of pandemics such as the COVID-19 Pandemic and its variants, actions that may be taken by governmental authorities to contain or address the impact of such pandemics, and the potential negative impacts of such pandemics on the global economy and the Company’s financial condition and results of operations; the inability of major tenants to continue paying their rent or obligations due to bankruptcy, insolvency or a general downturn in their business; the loss or failure, or decline in the business or assets of PINE; the completion of 1031 exchange transactions; the availability of investment properties that meet the Company’s investment goals and criteria; the uncertainties associated with obtaining required governmental permits and satisfying other closing conditions for planned acquisitions and sales; and the uncertainties and risk factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and other risks and uncertainties discussed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. The Company undertakes no obligation to update the information contained in this press release to reflect subsequently occurring events or circumstances. |
| © CTO Realty Growth, Inc. | ctoreit.com Non-GAAP Financial Measures 38 Our reported results are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We also disclose Funds From Operations (“FFO”), Core Funds From Operations (“Core FFO”), Adjusted Funds From Operations (“AFFO”), Pro Forma Earnings Before Interest, Taxes, Depreciation and Amortization (“Pro Forma EBITDA”), and Same-Property Net Operating Income (“Same-Property NOI”), each of which are non-GAAP financial measures. We believe these non-GAAP financial measures are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs. FFO, Core FFO, AFFO, Pro Forma EBITDA, and Same-Property NOI do not represent cash generated from operating activities and are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income as a performance measure or cash flows from operating activities as reported on our statement of cash flows as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures. We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. NAREIT defines FFO as GAAP net income or loss adjusted to exclude extraordinary items (as defined by GAAP), net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and real estate related depreciation and amortization, including the pro rata share of such adjustments of unconsolidated subsidiaries. The Company also excludes the gains or losses from sales of assets incidental to the primary business of the REIT which specifically include the sales of mitigation credits, impact fee credits, subsurface sales, and land sales, in addition to the mark-to-market of the Company’s investment securities and interest related to the 2025 Convertible Senior Notes, if the effect is dilutive. To derive Core FFO, we modify the NAREIT computation of FFO to include other adjustments to GAAP net income related to gains and losses recognized on the extinguishment of debt, amortization of above- and below-market lease related intangibles, and other unforecastable market- or transaction-driven non-cash items. To derive AFFO, we further modify the NAREIT computation of FFO and Core FFO to include other adjustments to GAAP net income related to non-cash revenues and expenses such as straight-line rental revenue, non-cash compensation, and other non-cash amortization, as well as adding back the interest related to the 2025 Convertible Senior Notes, if the effect is dilutive. Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance. We use AFFO as one measure of our performance when we formulate corporate goals. To derive Pro Forma EBITDA, GAAP net income or loss is adjusted to exclude extraordinary items (as defined by GAAP), net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and real estate related depreciation and amortization, including the pro rata share of such adjustments of unconsolidated subsidiaries, non-cash revenues and expenses such as straight-line rental revenue, amortization of deferred financing costs, above- and below-market lease related intangibles, non-cash compensation, and other non-cash income or expense. Cash interest expense is also excluded from Pro Forma EBITDA, and GAAP net income or loss is adjusted for the annualized impact of acquisitions, dispositions and other similar activities. |
| © CTO Realty Growth, Inc. | ctoreit.com Non-GAAP Financial Measures 39 To derive Same-Property NOI, GAAP net income or loss attributable to the Company is adjusted to exclude extraordinary items (as defined by GAAP), gain or loss on disposition of assets, gain or loss on extinguishment of debt, impairment charges, and depreciation and amortization, including the pro rata share of such adjustments of unconsolidated subsidiaries, if any, non-cash revenues and expenses such as above- and below-market lease related intangibles, straight-line rental revenue, and other non-cash income or expense. Interest expense, general and administrative expenses, investment and other income or loss, income tax benefit or expense, real estate operations revenues and direct cost of revenues, management fee income, and interest income from commercial loans and investments are also excluded from Same-Property NOI. GAAP net income or loss is further adjusted to remove the impact of properties that were not owned for the full current and prior year reporting periods presented. Cash rental income received under the leases pertaining to the Company’s assets that are presented as commercial loans and investments in accordance with GAAP is also used in lieu of the interest income equivalent. FFO is used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers primarily because it excludes the effect of real estate depreciation and amortization and net gains or losses on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. We believe that Core FFO and AFFO are additional useful supplemental measures for investors to consider because they will help them to better assess our operating performance without the distortions created by other non-cash revenues or expenses. We also believe that Pro Forma EBITDA is an additional useful supplemental measure for investors to consider as it allows for a better assessment of our operating performance without the distortions created by other non-cash revenues, expenses or certain effects of the Company’s capital structure on our operating performance. We use Same-Property NOI to compare the operating performance of our assets between periods. It is an accepted and important measurement used by management, investors and analysts because it includes all property-level revenues from the Company’s properties, less operating and maintenance expenses, real estate taxes and other property-specific expenses (“Net Operating Income” or “NOI”) of properties that have been owned and stabilized for the entire current and prior year reporting periods. Same-Property NOI attempts to eliminate differences due to the acquisition or disposition of properties during the particular period presented, and therefore provides a more comparable and consistent performance measure for the comparison of the Company's properties. FFO, Core FFO, AFFO, Pro Forma EBITDA, and Same-Property NOI may not be comparable to similarly titled measures employed by other companies. |
| © CTO Realty Growth, Inc. | ctoreit.com Definitions & Terms 40 References and terms used in this presentation that are in addition to terms defined in the Non-GAAP Financial Measures include: ▪ This presentation has been published on October 26, 2023. ▪ All information is as of September 30, 2023, unless otherwise noted. ▪ Any calculation differences are assumed to be a result of rounding. ▪ “2023 Guidance” is based on the 2023 Guidance provided in the Third Quarter 2023 Operating Results press release filed on October 26, 2023. ▪ “Alpine” or “PINE” refers to Alpine Income Property Trust, a publicly traded net lease REIT traded on the New York Stock Exchange under the ticker symbol PINE. ▪ “Annualized Straight-line Base Rent”, “ABR” or “Rent” and the statistics based on ABR are calculated based on our current portfolio and represent straight-line rent calculated in accordance with GAAP. ▪ “Annualized Cash Base Rent”, “Cash ABR” and the statistics based on Cash ABR are calculated based on our current portfolio and represent the annualized cash base rent calculated in accordance with GAAP due from the tenants at a specific point in time. ▪ “Credit Rated” is a tenant or the parent of a tenant with a credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners (NAIC) (together, the “Major Rating Agencies”). An “Investment Grade Rated Tenant” or “IG” references a Credit Rated tenant or the parent of a tenant, or credit rating thereof with a rating of BBB-, Baa3 or NAIC-2 or higher from one or more of the Major Rating Agencies. ▪ “Dividend” or “Dividends”, subject to the required dividends to maintain our qualification as a REIT, are set by the Board of Directors and declared on a quarterly basis and there can be no assurances as to the likelihood or number of dividends in the future. ▪ “Investment in Alpine Income Property Trust” or “Alpine Investment” or “PINE Ownership” is calculated based on the 2,332,668 common shares and partnership units CTO owns in PINE and is based on PINE’s closing stock price. ▪ “Leased Occupancy” refers to space that is currently leased but for which rent payments have not yet commenced. ▪ “MSA” or “Metropolitan Statistical Area” is a region that consists of a city and surrounding communities that are linked by social and economic factors, as established by the U.S. Office of Management and Budget. The names of the MSA have been shortened for ease of reference. ▪ “Net Debt” is calculated as our total long-term debt as presented on the face of our balance sheet; plus financing costs, net of accumulated amortization and unamortized convertible debt discount; less cash, restricted cash and cash equivalents. ▪ “Net Operating Income” or “NOI” is revenues from all income properties less operating expense, maintenance expense, real estate taxes and rent expense. ▪ “Total Enterprise Value” is calculated as the Company’s Total Common Shares Outstanding multiplied by the common stock price; plus the par value of the Series A perpetual preferred equity outstanding and Net Debt. |
