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 February 22, 2024, 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 and year ended December 31, 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 February 22, 2024, 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 and year ended December 31, 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: February 22, 2024
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 Fourth Quarter and |
WINTER PARK, FL – February 22, 2024 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”) today announced its operating results and earnings for the quarter and year ended December 31, 2023.
Select Full Year 2023 Highlights
Page 1
| ◾ | On February 16, 2024, the Company completed the sale of its remaining Subsurface Interests for gross proceeds of $5.0 million. |
Select Fourth Quarter 2023 Highlights
| ◾ | Reported Net Income per diluted share attributable to common stockholders of $0.25 for the quarter ended December 31, 2023. |
| ◾ | Reported Core FFO per diluted share attributable to common stockholders of $0.48 for the quarter ended December 31, 2023. |
| ◾ | Reported AFFO per diluted share attributable to common stockholders of $0.52 for the quarter ended December 31, 2023. |
| ◾ | Sold six properties during the quarter for total disposition volume of $64.2 million at a weighted average exit cap rate of 7.8%, generating total gains on sales of $3.1 million. |
| ◾ | Originated one $15.4 million short-term first mortgage in the form of seller financing, at a going-in cash yield of 7.5%. |
| ◾ | Reported an increase in Same-Property NOI of 4.7% as compared to the fourth quarter of 2022. |
| ◾ | Signed 16 comparable leases during the quarter totaling 74,246 square feet at an average cash base rent of $29.95 per square foot, resulting in comparable rent per square foot growth of 17.9%. |
| ◾ | Repurchased 62,015 shares of common stock at an average price of $15.72 per share. |
| ◾ | Repurchased 14,398 shares of Series A Preferred Stock at an average price of $18.40 per share. |
| ◾ | Paid a common stock cash dividend of $0.38 per share, representing an annualized yield of 9.2% based on the closing price of the Company’s common stock on February 21, 2024. |
CEO Comments
“Operational performance in the fourth quarter was strong, with comparable leasing rent growth of nearly 18% and same-store NOI growth of just under 5%. Even with some of the tenant challenges we experienced in the first half of the year, we continued to improve our portfolio, balance sheet, and long-term growth profile, and our fourth quarter performance caps off a year where we delivered $1.91 of AFFO per share,” said John P. Albright, President and Chief Executive Officer of CTO Realty Growth. “For 2024, we have a number of strategic initiatives we’re focused on to set the stage for meaningful property NOI growth in 2025, including the recent openings of Politan Row, Culinary Dropout, and Fogo de Chão, and rent commencing the majority of our signed-but-not-open pipeline that represents more than 6% of in-place annualized cash base rents. We are also seeing more opportunities for investment and look forward to being active in the transactions market as we continually search for opportunities to grow our high-quality retail-focused portfolio.”
Year-to-Date Financial Results Highlights
The table below provides a summary of the Company’s operating results for the year ended December 31, 2023:
(in thousands, except per share data) | For the Year Ended December 31, 2023 |
| For the Year Ended December 31, 2022 | | Variance to Comparable Period in the Prior Year | ||||||||
Net Income Attributable to the Company | $ | 5,530 | | $ | 3,158 | | $ | 2,372 | 75.1% | ||||
Page 2
Net Income (Loss) Attributable to Common Stockholders | $ | 758 | | $ | (1,623) | | $ | 2,381 | 146.7% | ||||
Net Income (Loss) per Diluted Share Attributable to Common Stockholders (1) | $ | 0.03 | | $ | (0.09) | | $ | 0.12 | 133.3% | ||||
| | | | | | | | | | ||||
Core FFO Attributable to Common Stockholders (2) | $ | 39,783 | | $ | 32,212 | | $ | 7,571 | 23.5% | ||||
Core FFO per Common Share – Diluted (2) | $ | 1.77 | | $ | 1.74 | | $ | 0.03 | 1.7% | ||||
| | | | | | | | | | ||||
AFFO Attributable to Common Stockholders (2) | $ | 43,073 | | $ | 33,925 | | $ | 9,148 | 27.0% | ||||
AFFO per Common Share – Diluted (2) | $ | 1.91 | | $ | 1.83 | | $ | 0.08 | 4.4% | ||||
| | | | | | | | | | ||||
Dividends Declared and Paid, per Preferred Share | $ | 1.59 | $ | 1.59 | | $ | — | 0.0% | |||||
Dividends Declared and Paid, per Common Share | $ | 1.52 | | $ | 1.49 | | $ | 0.03 | 1.8% | ||||
(1) | The denominator for this measure excludes the impact of 3.3 million and 3.1 million shares for the years ended December 31, 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. |
Quarterly Financial Results Highlights
The table below provides a summary of the Company’s operating results for the three months ended December 31, 2023:
For the Three Months Ended December 31, 2023 |
| For the Three Months Ended December 31, 2022 | | Variance to Comparable Period in the Prior Year | |||||||||
Net Income (Loss) Attributable to the Company | $ | 7,037 | | $ | (3,079) | | $ | 10,116 | 328.5% | ||||
Net Income (Loss) Attributable to Common Stockholders | $ | 5,850 | | $ | (4,274) | | $ | 10,124 | 236.9% | ||||
Net Income (Loss) per Diluted Share Attributable to Common Stockholders (1) | $ | 0.25 | | $ | (0.21) | | $ | 0.46 | 219.0% | ||||
| | | | | | | | | | ||||
Core FFO Attributable to Common Stockholders (2) | $ | 10,846 | | $ | 6,816 | | $ | 4,030 | 59.1% | ||||
Core FFO per Common Share – Diluted (2) | $ | 0.48 | | $ | 0.34 | | $ | 0.14 | 41.2% | ||||
| | | | | | | | | | ||||
AFFO Attributable to Common Stockholders (2) | $ | 11,663 | | $ | 7,361 | | $ | 4,302 | 58.4% | ||||
AFFO per Common Share – Diluted (2) | $ | 0.52 | | $ | 0.37 | | $ | 0.15 | 40.5% | ||||
| | | | | | | | | | ||||
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 December 31, 2023, the denominator for this measure includes 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 was dilutive for the period. For the three months ended December 31, 2022, the denominator for this measure excludes the impact of 3.2 million shares, as the impact would be anti-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 (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. |
Page 3
Investments
During the year ended December 31, 2023, the Company invested $80.0 million into four retail property acquisitions totaling 470,600 square feet and one land parcel and originated two first mortgage structured investments totaling $30.4 million. These 2023 acquisitions and structured investments were completed at a weighted average going-in cash yield of 7.7%.
During the three months ended December 31, 2023, the Company originated one $15.4 million first mortgage structured investment, secured by the Company’s recently sold Sabal Pavilion single tenant office property in Tampa, Florida. The 6-month first mortgage was arranged in the form of seller financing at the time of the Company’s property sale, is interest-only through maturity, and bears a fixed interest rate of 7.5%.
Dispositions
During the year ended December 31, 2023, the Company sold nine income properties for total disposition volume of $87.1 million at a weighted average exit cap rate of 7.5%, generating total gains on sales of $6.6 million.
During the three months ended December 31, 2023, the Company sold six income properties for total disposition volume of $64.2 million at a weighted average exit cap rate of 7.8%, generating total gains on sales of $3.1 million.
Subsequent to year-end 2023, the Company entered into the following arrangements:
| ◾ | The Company entered into a contract to sell its mixed-use property in Santa Fe, NM for approximately $20.0 million. The prospective buyer’s deposit is non-refundable, and closing is anticipated to occur before March 31, 2024. |
| ◾ | The Company signed a ground lease with a purchase option, subject to a feasibility period, for the undeveloped 10-acre land parcel adjacent to The Collection at Forsyth in Cumming, GA (the “Property”). As part of the agreement, the Company will receive monthly feasibility payments of $30,000 from February 16, 2024 through September 30, 2024 (the “Feasibility Period”). The counterparty will have a right to terminate the agreement during the Feasibility Period (the “Termination Right”). Following the Feasibility Period and expiration of the Termination Right, commencing October 1, 2024, the counterparty will have the right to enter into a 20-year ground lease requiring monthly ground lease payments of $43,000 (the ‘Ground Lease”). The Ground Lease includes increases of 3% annually. Additionally, beginning January 1, 2025 and expiring April 1, 2029 (the “Purchase Right Period”), the counterparty will have the right to acquire the Property for a predefined purchase price and the purchase price will increase by 3% each year of the Purchase Right Period. |
Portfolio Summary
The Company’s income property portfolio consisted of the following as of December 31, 2023:
Asset Type |
| # of Properties |
| Square Feet |
| Weighted Average Remaining Lease Term |
Single Tenant |
| 6 |
| 252 |
| 6.2 years |
Multi-Tenant |
| 14 |
| 3,461 |
| 4.3 years |
Total / Weighted Average Lease Term |
| 20 |
| 3,712 |
| 5.1 years |
Square feet in thousands. Any differences are a result of rounding.
Page 4
Property Type |
| # of Properties |
| Square Feet |
| % of Cash Base Rent |
Retail |
| 14 |
| 2,148 |
| 56.7% |
Office | | 1 | | 210 | | 5.0% |
Mixed-Use | | 5 | | 1,355 | | 38.3% |
Total / Weighted Average Lease Term |
| 20 |
| 3,712 |
| 100% |
Square feet in thousands. Any differences are a result of rounding.
Leased Occupancy | 93.3% | | |
Occupancy | 90.3% | | |
Same Property Net Operating Income
During the full year of 2023, the Company’s Same-Property NOI totaled $34.5 million, a decrease of (2.4%) over the prior full year period, as presented in the following table.
For the Year Ended December 31, 2023 |
| For the Year Ended December 31, 2022 | | Variance to Comparable Period in the Prior Year | |||||
Single Tenant | $ | 5,323 | | $ | 4,940 | | $ | 383 | 7.8% |
Multi-Tenant | | 29,218 | | | 30,451 | | | (1,233) | (4.0%) |
Total | $ | 34,541 | | $ | 35,391 | | $ | (850) | (2.4%) |
$ in thousands.
During the fourth quarter of 2023, the Company’s Same-Property NOI totaled $11.0 million, an increase of 4.7% over the comparable prior year period, as presented in the following table.
For the Three Months Ended December 31, 2023 |
| For the Three Months Ended December 31, 2022 | | Variance to Comparable Period in the Prior Year | |||||
Single Tenant | $ | 1,984 | | $ | 1,781 | | $ | 203 | 11.4% |
Multi-Tenant | | 8,994 | | | 8,701 | | | 293 | 3.4% |
Total | $ | 10,978 | | $ | 10,482 | | $ | 496 | 4.7% |
$ in thousands.
Leasing Activity
During the year ended December 31, 2023, the Company signed 92 leases totaling 496,643 square feet. On a comparable basis, which excludes vacancy existing at the time of acquisition, CTO signed 61 leases totaling 341,547 square feet at an average cash base rent of $26.97 per square foot compared to a previous average cash base rent of $25.09 per square foot, representing 7.5% comparable growth.
A summary of the Company’s overall leasing activity for the year ended December 31, 2023, is as follows:
Page 5
|
| Square Feet | Weighted Average Lease Term | Cash Rent Per Square Foot | | Tenant Improvements | | Leasing Commissions | ||||
New Leases | | 239 | | 8.6 years | | $27.46 | | $ | 7,087 | | $ | 3,079 |
Renewals & Extensions |
| 258 | | 4.6 years | | $24.92 | | | 142 | | | 173 |
Total / Weighted Average |
| 497 | | 8.7 years | | $26.15 | | $ | 7,229 | | $ | 3,252 |
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.
During the quarter ended December 31, 2023, the Company signed 22 leases totaling 96,729 square feet. On a comparable basis, which excludes vacancy existing at the time of acquisition, CTO signed 16 leases totaling 74,246 square feet at an average cash base rent of $29.95 per square foot compared to a previous average cash base rent of $25.41 per square foot, representing 17.9% comparable increase.
A summary of the Company’s overall leasing activity for the quarter ended December 31, 2023, is as follows:
|
| Square Feet | Weighted Average Lease Term | Cash Rent Per Square Foot | | Tenant Improvements | | Leasing Commissions | ||||
New Leases | | 41 | | 9.5 years | | $39.87 | | $ | 2,714 | | $ | 970 |
Renewals & Extensions |
| 56 | | 5.8 years | | $27.48 | | | - | | | 37 |
Total / Weighted Average |
| 97 | | 7.7 years | | $32.66 | | $ | 2,714 | | $ | 1,007 |
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 year ended December 31, 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 year ended December 31, 2023, the Company sold approximately 20.5 mitigation credits for $2.3 million, resulting in a gain of $0.7 million.
During the three months ended December 31, 2023, the Company sold approximately 11.0 mitigation credits for $1.2 million, resulting in a gain of $0.3 million.
On February 16, 2024, the Company completed the sale of its remaining subsurface oil, gas, and mineral rights totaling approximately 352,000 acres in 19 counties in the State of Florida (“Subsurface Interests”) for gross proceeds of $5.0 million. As part of the Subsurface Interests sale, the Company entered into a management agreement with the buyer to provide ongoing management services for an annual base management fee of $100,000 and the potential to earn additional incentive fees if certain conditions are met.
Capital Markets and Balance Sheet
During the quarter ended December 31, 2023, the Company completed the following capital markets activities:
| ◾ | Repurchased 62,015 shares of common stock at an average price of $15.72 per share. |
Page 6
| ◾ | Repurchased 14,398 shares of Series A Preferred Stock at an average price of $18.40 per share. |
| ◾ | Entered into a $50 million forward starting interest rate swap agreement to fix SOFR at a weighted average fixed swap rate of 3.85% for the period between February 2024 and January 2028. |
The following table provides a summary of the Company’s long-term debt, at face value, as of December 31, 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) |
| 163.0 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 |
| $496.8 million |
| 4.30% |
|
(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 December 31, 2023, the Company’s net debt to Pro Forma EBITDA was 7.6 times, and as defined in the Company’s credit agreement, the Company’s fixed charge coverage ratio was 2.6 times. As of December 31, 2023, the Company’s net debt to total enterprise value was 50.6%. 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.
Dividends
On November 21, 2023, the Company announced a cash dividend on its common stock and Series A Preferred stock for the fourth quarter of 2023 of $0.38 per share and $0.40 per share, respectively, payable on December 29, 2023 to stockholders of record as of the close of business on December 14, 2023. The fourth quarter 2023 common stock cash dividend represents a payout ratio of 79.2% and 73.1% of the Company’s fourth quarter 2023 Core FFO per diluted share and AFFO per diluted share, respectively.
During the year ended December 31, 2023, the Company paid cash dividends on its common stock and Series A Preferred stock of $1.52 per share and $1.59 per share, respectively. The 2023 common stock cash dividends represent a 1.8% increase over the Company’s full year 2022 common stock cash dividends and payout ratios of 85.9% and 79.6% of the Company’s full year 2023 Core FFO per diluted share and AFFO per diluted share, respectively.
On February 20, 2024, the Company declared a common stock cash dividend for the first quarter of 2024 of $0.38 per share, representing an annualized yield of 9.2% based on the closing price of the Company’s common stock on February 21, 2024.
Page 7
2024 Guidance
The Company’s estimated Core FFO per diluted share and AFFO per diluted share for 2024 is as follows:
| 2024 Guidance Range | ||
| Low | | High |
Core FFO Per Diluted Share | $1.56 | to | $1.64 |
AFFO Per Diluted Share | $1.70 | to | $1.78 |
The Company’s 2024 guidance includes but is not limited to the following assumptions:
| ◾ | Same-Property NOI growth of 2% to 4%, including the known impact of bad debt expense, occupancy loss and costs associated with tenants in bankruptcy, and/or tenant lease defaults, and before any impact from potential 2024 income property acquisitions and/or dispositions. |
| ◾ | General and administrative expenses within a range of $15.2 million to $16.2 million. |
| ◾ | Weighted average diluted shares outstanding of 22.5 million shares. |
| ◾ | Year-end 2024 leased occupancy projected to be within a range of 95% to 96% before any impact from potential 2024 income property acquisitions and/or dispositions. |
| ◾ | Investment, including structured investments, between $100 million and $150 million at a weighted average initial cash yield between 7.75% and 8.25% |
| ◾ | Disposition of assets between $75 million and $125 million at a weighted average exit cash yield between 7.50% and 8.25% |
Earnings Conference Call & Webcast
The Company will host a conference call to present its operating results for the quarter and year ended December 31, 2023 on Friday, February 23, 2024, 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/qr25b7sf
Dial-In: https://register.vevent.com/register/BI18b7afe0b0bd43d1bda0f7925b2705d8
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.
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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; credit risk associated with the Company investing in structured investments; 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, 2023 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 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
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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 real estate related depreciation and amortization, as well as extraordinary items (as defined by GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and impairments associated with the implementation of current expected credit losses on commercial loans and investments at the time of origination, 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, subsurface sales, investment securities, 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 real estate related depreciation and amortization, as well as extraordinary items (as defined by GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets, impairments associated with the implementation of current expected credit losses on commercial loans and investments at the time of origination, 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, other non-recurring items such as termination fees, forfeitures of tenant security deposits, and certain adjustments to reconciliation estimates related to reimbursable revenue for recently acquired properties, and other non-cash income or expense. 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, subsurface sales, investment securities, and land sales, in addition to the mark-to-market of the Company’s investment securities. 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 real estate related depreciation and amortization, as well as extraordinary items (as defined by GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets, impairments associated with the implementation of current expected credit losses on commercial loans and investments at the time of origination, 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, other non-recurring items such as termination fees, forfeitures of tenant security deposits, and certain adjustments to reconciliation estimates related to reimbursable revenue for recently acquired properties, 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.
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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.
Page 11
CTO Realty Growth, Inc.
Consolidated Balance Sheets
(In thousands, except share and per share data)
| | As of | ||||
|
| December 31, 2023 |
| December 31, | ||
ASSETS | | | | | | |
Real Estate: | | | | | | |
Land, at Cost | | $ | 222,232 | | $ | 233,930 |
Building and Improvements, at Cost | | | 559,389 | | | 530,029 |
Other Furnishings and Equipment, at Cost | | | 857 | | | 748 |
Construction in Process, at Cost | | | 3,997 | | | 6,052 |
Total Real Estate, at Cost | | | 786,475 | | | 770,759 |
Less, Accumulated Depreciation | | | (52,012) | | | (36,038) |
Real Estate—Net | | | 734,463 | | | 734,721 |
Land and Development Costs | | | 731 | | | 685 |
Intangible Lease Assets—Net | | | 97,109 | | | 115,984 |
Investment in Alpine Income Property Trust, Inc. | | | 39,445 | | | 42,041 |
Mitigation Credits | | | 1,044 | | | 1,856 |
Mitigation Credit Rights | | | — | | | 725 |
Commercial Loans and Investments | | | 61,849 | | | 31,908 |
Cash and Cash Equivalents | | | 10,214 | | | 19,333 |
Restricted Cash | | | 7,605 | | | 1,861 |
Refundable Income Taxes | | | 246 | | | 448 |
Deferred Income Taxes—Net | | | 2,009 | | | 2,530 |
Other Assets | | | 34,953 | | | 34,453 |
Total Assets | | $ | 989,668 | | $ | 986,545 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | |
Liabilities: | | | | | | |
Accounts Payable | | $ | 2,758 | | $ | 2,544 |
Accrued and Other Liabilities | | | 18,373 | | | 18,028 |
Deferred Revenue | | | 5,200 | | | 5,735 |
Intangible Lease Liabilities—Net | | | 10,441 | | | 9,885 |
Long-Term Debt | | | 495,370 | | | 445,583 |
Total Liabilities | | | 532,142 | | | 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, 2,978,808 shares issued and outstanding at December 31, 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, 22,643,034 shares issued and outstanding at December 31, 2023; and 22,854,775 shares issued and outstanding at December 31, 2022 | | | 226 | | | 229 |
Additional Paid-In Capital | | | 168,435 | | | 172,471 |
Retained Earnings | | | 281,944 | | | 316,279 |
Accumulated Other Comprehensive Income | | | 6,891 | | | 15,761 |
Total Stockholders’ Equity | | | 457,526 | | | 504,770 |
Total Liabilities and Stockholders’ Equity | | $ | 989,668 | | $ | 986,545 |
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CTO Realty Growth, Inc.
Consolidated Statements of Operations
(In thousands, except share, per share and dividend data)
| | (Unaudited) Three Months Ended | | Year Ended | ||||||||
| | December 31, | | December 31, | | December 31, | | December 31, | ||||
|
| 2023 |
| 2022 |
| 2023 |
| 2022 | ||||
Revenues | | | | | | | | | | | | |
Income Properties | | $ | 26,290 | | $ | 19,628 | | $ | 96,663 | | $ | 68,857 |
Management Fee Income | | | 1,094 | | | 994 | | | 4,388 | | | 3,829 |
Interest Income From Commercial Loans and Investments | | | 1,119 | | | 841 | | | 4,084 | | | 4,172 |
Real Estate Operations | | | 1,382 | | | 1,067 | | | 3,984 | | | 5,462 |
Total Revenues | | | 29,885 | | | 22,530 | | | 109,119 | | | 82,320 |
Direct Cost of Revenues | | | | | | | | | | | | |
Income Properties | | | (7,572) | | | (6,421) | | | (28,455) | | | (20,364) |
Real Estate Operations | | | (847) | | | (553) | | | (1,723) | | | (2,493) |
Total Direct Cost of Revenues | | | (8,419) | | | (6,974) | | | (30,178) | | | (22,857) |
General and Administrative Expenses | | | (3,756) | | | (3,927) | | | (14,249) | | | (12,899) |
Provision for Impairment | | | (148) | | | — | | | (1,556) | | | — |
Depreciation and Amortization | | | (11,359) | | | (8,454) | | | (44,173) | | | (28,855) |
Total Operating Expenses | | | (23,682) | | | (19,355) | | | (90,156) | | | (64,611) |
Gain (Loss) on Disposition of Assets | | | 3,978 | | | (11,770) | | | 7,543 | | | (7,042) |
Other Gain (Loss) | | | 3,978 | | | (11,770) | | | 7,543 | | | (7,042) |
Total Operating Income (Loss) | | | 10,181 | | | (8,595) | | | 26,506 | | | 10,667 |
Investment and Other Income | | | 3,283 | | | 7,046 | | | 1,987 | | | 776 |
Interest Expense | | | (6,198) | | | (3,899) | | | (22,359) | | | (11,115) |
Income (Loss) Before Income Tax Benefit (Expense) | | | 7,266 | | | (5,448) | | | 6,134 | | | 328 |
Income Tax Benefit (Expense) | | | (229) | | | 2,369 | | | (604) | | | 2,830 |
Net Income (Loss) Attributable to the Company | | | 7,037 | | | (3,079) | | | 5,530 | | | 3,158 |
Distributions to Preferred Stockholders | | | (1,187) | | | (1,195) | | | (4,772) | | | (4,781) |
Net Income (Loss) Attributable to Common Stockholders | | $ | 5,850 | | $ | (4,274) | | $ | 758 | | $ | (1,623) |
| | | | | | | | | | | | |
Per Share Attributable to Common Stockholders: | | | | | | | | | | | | |
Basic Net Income (Loss) per Share | | $ | 0.26 | | $ | (0.21) | | $ | 0.03 | | $ | (0.09) |
Diluted Net Income (Loss) Per Share | | $ | 0.25 | | $ | (0.21) | | $ | 0.03 | | $ | (0.09) |
| | | | | | | | | | | | |
Weighted Average Number of Common Shares | | | | | | | | | | | | |
Basic | | | 22,440,404 | | | 19,884,782 | | | 22,529,703 | | | 18,508,201 |
Diluted | | | 25,876,738 | | | 19,884,782 | | | 22,529,703 | | | 18,508,201 |
| | | | | | | | | | | | |
Dividends Declared and Paid – Preferred Stock | | $ | 0.40 | | $ | 0.40 | | $ | 1.59 | | $ | 1.59 |
Dividends Declared and Paid – Common Stock | | $ | 0.38 | | $ | 0.38 | | $ | 1.52 | | $ | 1.49 |
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CTO Realty Growth, Inc.
Non-GAAP Financial Measures
Same-Property NOI Reconciliation
(Unaudited)
| Three Months Ended | | Year Ended | ||||||||||
Net Income (Loss) Attributable to the Company | $ | 7,037 |
| $ | (3,079) | | $ | 5,530 | | $ | 3,158 | ||
Loss (Gain) on Disposition of Assets | | (3,978) | | | 11,770 | | | (7,543) | | | 7,042 | ||
Provision for Impairment | | 148 | | | — | | | 1,556 | | | — | ||
Depreciation and Amortization | | 11,359 | | | 8,454 | | | 44,173 | | | 28,855 | ||
Amortization of Intangibles to Lease Income | | (510) | | | (676) | | | (2,303) | | | (2,161) | ||
Straight-Line Rent Adjustment | | 240 | | | 521 | | | 1,159 | | | 2,166 | ||
COVID-19 Rent Repayments | | — | | | (26) | | | (46) | | | (105) | ||
Accretion of Tenant Contribution | | 13 | | | 40 | | | 128 | | | 154 | ||
Interest Expense | | 6,198 | | | 3,899 | | | 22,359 | | | 11,115 | ||
General and Administrative Expenses | | 3,756 | | | 3,927 | | | 14,249 | | | 12,899 | ||
Investment and Other Income | | (3,283) | | | (7,046) | | | (1,987) | | | (776) | ||
Income Tax (Benefit) Expense | | 229 | | | (2,369) | | | 604 | | | (2,830) | ||
Real Estate Operations Revenues | | (1,382) | | | (1,067) | | | (3,984) | | | (5,462) | ||
Real Estate Operations Direct Cost of Revenues | | 847 | | | 553 | | | 1,723 | | | 2,493 | ||
Management Fee Income | | (1,094) | | | (994) | | | (4,388) | | | (3,829) | ||
Interest Income from Commercial Loans and Investments | | (1,119) | | | (841) | | | (4,084) | | | (4,172) | ||
Other Non-Recurring Items | | (1,122) | | | — | | | (1,122) | | | — | ||
Less: Impact of Properties Not Owned for the Full Reporting Period | | (6,361) | | | (2,584) | | | (31,483) | | | (13,156) | ||
Same-Property NOI | $ | 10,978 |
| $ | 10,482 | | $ | 34,541 | | $ | 35,391 | ||
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CTO Realty Growth, Inc.
Non-GAAP Financial Measures
(Unaudited)
(In thousands, except per share data)
| | Three Months Ended | | Year Ended | ||||||||
| | December 31, 2023 | | December 31, 2022 | | December 31, 2023 | | December 31, 2022 | ||||
Net Income (Loss) Attributable to the Company | | $ | 7,037 | | $ | (3,079) | | $ | 5,530 | | $ | 3,158 |
Add Back: Effect of Dilutive Interest Related to 2025 Notes (1) | | | 539 | | | — | | | — | | | — |
Net Income Attributable to the Company, If-Converted | | $ | 7,576 | | $ | (3,079) | | | 5,530 | | | 3,158 |
Depreciation and Amortization of Real Estate | | | 11,338 | | | 8,440 | | | 44,107 | | | 28,799 |
Loss (Gain) on Disposition of Assets, Net of Income Tax | | | (3,978) | | | 8,898 | | | (7,543) | | | 4,170 |
Gain on Disposition of Other Assets | | | (533) | | | (519) | | | (2,272) | | | (2,992) |
Provision for Impairment | | | 148 | | | — | | | 1,556 | | | — |
Realized and Unrealized Loss (Gain) on Investment Securities | | | (1,974) | | | (6,405) | | | 3,689 | | | 1,697 |
Extinguishment of Contingent Obligation | | | (515) | | | — | | | (2,815) | | | — |
Funds from Operations | | $ | 12,062 | | $ | 7,335 | | $ | 42,252 | | $ | 34,832 |
Distributions to Preferred Stockholders | | | (1,187) | | | (1,195) | | | (4,772) | | | (4,781) |
Funds From Operations Attributable to Common Stockholders | | $ | 10,875 | | $ | 6,140 | | $ | 37,480 | | $ | 30,051 |
Amortization of Intangibles to Lease Income | | | 510 | | | 676 | | | 2,303 | | | 2,161 |
Less: Effect of Dilutive Interest Related to 2025 Notes (1) | | | (539) | | | — | | | — | | | — |
Core Funds From Operations Attributable to Common Stockholders | | $ | 10,846 | | $ | 6,816 | | $ | 39,783 | | $ | 32,212 |
Adjustments: | | | | | | | | | | | | |
Straight-Line Rent Adjustment | | | (240) | | | (521) | | | (1,159) | | | (2,166) |
COVID-19 Rent Repayments | | | — | | | 26 | | | 46 | | | 105 |
Other Depreciation and Amortization | | | 1 | | | (33) | | | (91) | | | (232) |
Amortization of Loan Costs, Discount on Convertible Debt, and Capitalized Interest | | | 185 | | | 264 | | | 821 | | | 774 |
Non-Cash Compensation | | | 871 | | | 809 | | | 3,673 | | | 3,232 |
Adjusted Funds From Operations Attributable to Common Stockholders | | $ | 11,663 | | $ | 7,361 | | $ | 43,073 | | $ | 33,925 |
| | | | | | | | | | | | |
FFO Attributable to Common Stockholders per Common Share – Diluted | | $ | 0.42 | | $ | 0.31 | | $ | 1.66 | | $ | 1.62 |
Core FFO Attributable to Common Stockholders per Common Share – Diluted | | $ | 0.48 | | $ | 0.34 | | $ | 1.77 | | $ | 1.74 |
AFFO Attributable to Common Stockholders per Common Share – Diluted | | $ | 0.52 | | $ | 0.37 | | $ | 1.91 | | $ | 1.83 |
(1) | For the three months ended December 31, 2022 and the years ended December 31, 2023 and 2022, interest related to the 2025 Convertible Senior Notes was excluded from net income attributable to the Company to derive FFO effective January 1, 2023 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 December 31, 2023, interest related to the 2025 Convertible Senior Notes was added back to net income attributable to the Company to derive FFO, as the impact to net income attributable to common stockholders was dilutive. |
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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 | $ | 7,037 |
Depreciation and Amortization of Real Estate | 11,338 | |
Gain on Disposition of Assets | | (3,978) |
Gain on Disposition of Other Assets |
| (533) |
Provision for Impairment | | 148 |
Realized and Unrealized Gain on Investment Securities |
| (1,974) |
Extinguishment of Contingent Obligation | | (515) |
Distributions to Preferred Stockholders | | (1,187) |
Straight-Line Rent Adjustment |
| (240) |
Amortization of Intangibles to Lease Income | 510 | |
Other Depreciation and Amortization |
| 1 |
Amortization of Loan Costs, Discount on Convertible Debt, and Capitalized Interest |
| 185 |
Non-Cash Compensation |
| 871 |
Other Non-Recurring Items | | (1,122) |
Interest Expense, Net of Amortization of Loan Costs and Discount on Convertible Debt |
| 6,013 |
EBITDA | $ | 16,554 |
| | |
Annualized EBITDA | $ | 66,216 |
Pro Forma Annualized Impact of Current Quarter Acquisitions and Dispositions, Net (1) | | (3,071) |
Pro Forma EBITDA | $ | 63,145 |
| | |
Total Long-Term Debt | $ | 495,370 |
Financing Costs, Net of Accumulated Amortization | | 1,260 |
Unamortized Convertible Debt Discount | | 204 |
Cash & Cash Equivalents | | (10,214) |
Restricted Cash | | (7,605) |
Net Debt | $ | 479,015 |
| | |
Net Debt to Pro Forma EBITDA | 7.6x | |
| | |
(1) | Reflects the pro forma annualized impact on Annualized EBITDA of the Company’s acquisition and disposition activity during the three months ended December 31, 2023. |
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| February 2024 Investor Presentation REALTY GROWTH |
| 2 © CTO Realty Growth, Inc. | ctoreit.com Positioned for Performance 1. Based on $16.43 per share common stock price as of February 16, 2024. 8.5% IMPLIED CAP RATE1 8.8% IMPLIED INVESTMENT YIELD1 $375M $497M $0.9B EQUITY MARKET CAP1 OUTSTANDING DEBT ENTERPRISE VALUE (NET OF CASH) SERIES A PREFERRED $74M 9.3% CURRENT ANNUALIZED DIVIDEND YIELD1 $39M INVESTMENT IN ALPINE INCOME PROPERTY TRUST $1.70 – $1.78 2024 AFFO PER SHARE GUIDANCE RANGE Q1 2024 ANNUALIZED DIVIDEND $1.52/share 3.7M 50% SQUARE FEET OF PORTFOLIO ABR FROM ATLANTA AND DALLAS West Broad Village Glen Allen, VA |
| 3 © CTO Realty Growth, Inc. | ctoreit.com Investment Highlights Differentiated Investment Strategy Focusing on Asset Recycling and Value-Add Acquisitions Southeast and Southwest Retail & Mixed-Use Portfolio Large format retail portfolio in strong locations within attractive business-friendly markets with supportive demographics and outsized long-term growth potential Active Asset Management Emphasizing Operational Upside West Broad Village Glen Allen, VA Jordan Landing West Jordan, UT Legacy North Plano, TX The Collection at Forsyth Cumming, GA Ashford Lane Atlanta, GA Madison Yards Atlanta, GA Daytona Beachside Restaurants Daytona Beach, FL The Strand at St. John’s Town Center Jacksonville, FL 1. Based on $16.43 per share common stock price as of February 16, 2024. Stable and Flexible Balance Sheet Ample Liquidity and No Upcoming Debt Maturities Investing Below Replacement Cost Implied Real Estate Value is $214 PSF1 Experienced Leadership Team With Deep Real Estate Relationships & Experience |
| 4 © CTO Realty Growth, Inc. | ctoreit.com Levers for Future Growth CTO’s proactive approach to portfolio and asset management has resulted in the execution of multiple strategic transactions and beneficial initiatives to drive future growth. Disposition of Legacy Assets & Non-core Investments ▪ In December 2023, sold Sabal Pavilion, a non-core office building leased to Ford Motor Credit for $22.0 million and proceeds from the sale are planned to be redeployed into larger format retail acquisitions ▪ In February 2024, sold the remaining non-income producing mineral rights & interests totaling approximately 352,000 acres in 19 counties in the State of Florida for gross proceeds of $5.0 million ▪ In February 2024, signed a ground lease with a purchase option, subject to a feasibility period, for the undeveloped 10-acre land parcel adjacent to The Collection at Forsyth in Cumming, GA ▪ Under contract to sell the mixed-use property in Santa Fe, NM for $20.0 million, the prospective buyer’s deposit is non-refundable, and proceeds from the sale are planned to be redeployed into larger format retail acquisitions Operational Momentum ▪ Signed a new lease to backfill the vacating Regal Theater at Beaver Creek Crossings (Raleigh) ▪ Negotiating a lease to tenant the 23,775 square foot former Earth Fare grocery building at The Collection at Forsyth (Atlanta) that was acquired as vacant ▪ Culinary Dropout, Politan Row, and Fogo de Chão all recently opened Ashford Lane Atlanta, GA |
| 5 © CTO Realty Growth, Inc. | ctoreit.com Attractive Relative Valuation is an Opportunity for Mean Reversion 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. Ashford Lane Atlanta, GA 2024E FFO Multiple1,2 14.8x 14.0x 14.0x 13.6x 13.2x 12.2x 12.0x 11.1x 10.6x 10.3x 9.4x 4.3% 3.7% 3.6% 3.7% 4.3% 4.9% 3.9% 4.7% 4.7% 9.3% 6.2% 3.00% 4.00% 5.00% 6.00% 7.00% 8.00% 9.00% 6.0x 7.0x 8.0x 9.0x 10.0x 11.0x 12.0x 13.0x 14.0x 15.0x FRT SITC SKT UE AKR KIM WSR BRX KRG CTO AAT Annualized Dividend Yield1,2 1. CTO’s 2024E FFO multiple and dividend yield are based on $16.43 per share common stock price as of February 16, 2024. 2. All dividend yields and 2024E FFO multiples are based on the closing stock price on February 16, 2024, using current annualized dividends and 2024E FFO per share estimates for the peer companies from the KeyBank The Leaderboard report dated February 16, 2024. 2024E FFO per share for CTO reflects the midpoint of Core FFO guidance provided on February 22, 2024. If CTO traded at the 2024E FFO peer average multiple of 12.5x, it’s stock price would be $19.98 per share, implying 31% annual total return1 |
| 6 © CTO Realty Growth, Inc. | ctoreit.com NAV Components $ in millions. Note: 22,808,592 shares outstanding as of February 15, 2024. 1. Calculated using the trailing 24-month average management fee paid to CTO by PINE as of December 31, 2023, annualized by multiplying by twelve, and then multiplying by three to account for a termination fee multiple. Net Operating Income of Income Property Portfolio $67 $67 $67 $67 $67 ÷ Capitalization Rate 6.50% 6.75% 7.00% 7.25% 7.50% Income Portfolio Value $1,031 $993 $957 $924 $893 Other Assets: + Estimated Value for Subsurface Interests, Mitigation Credits and Other Assets $7 $7 $7 $7 $7 + Par Value Outstanding Balance of Structured Investments Portfolio 63 63 63 63 63 + Cash, Cash Equivalents & Restricted Cash 18 18 18 18 18 + Value of Shares & Units in Alpine Income Property Trust (PINE) 39 39 39 39 39 + Value of PINE Management Agreement1 12 12 12 12 12 + Cash Value of Other Assets 7 7 7 7 7 Other Assets Value $146 $146 $146 $146 $146 Total Implied Asset Value $1,177 $1,139 $1,103 $1,070 $1,039 - Total Debt Outstanding $497 $497 $497 $497 $497 - Series A Preferred Equity $74 $74 $74 $74 $74 |
| 7 © CTO Realty Growth, Inc. | ctoreit.com Investment Strategy CTO has a retail-oriented real estate strategy that focuses on owning, operating and investing in high-quality properties through direct investment and management structures that provide long-term cash flow growth opportunities. Multi-Tenant, Retail Asset Strategy ▪ Focused on retail-based, large format, 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 Management Fee Income ▪ 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 Retail-Based, Large Format Value-Add Income Property Acquisitions Monetize Legacy and Non-Core Assets to Drive Growth Manage and Retain Ownership in Alpine REIT (NYSE:PINE) Focused Execution |
| 8 © CTO Realty Growth, Inc. | ctoreit.com Durable Portfolio with Meaningful Growth Opportunities Repositioning Upside Essential Retail Stable Cash Flow The Shops at Legacy 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 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 © CTO Realty Growth, Inc. | ctoreit.com Building a Leading Retail-Focused Portfolio All values are as of year-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. 20191 2023 Number of Properties 34 20 Total Portfolio Square Feet 1.8M 3.7M Occupancy 95% 90% Annualized Base Rent $27.6M $75.0M % of ABR from Multi-Tenant 28% Multi-Tenant 93% Multi-Tenant % of ABR from Retail & Mixed-Use 60% Retail & Mixed-Use 95% Retail & Mixed-Use Top Tenant as a % of ABR 12% Fidelity (S&P: A+) 5% Fidelity (S&P: A+) Top Market as a % of ABR 31% Jacksonville 35% Atlanta Acres of Vacant Land Owned 5,306 acres − Value of PINE Shares & Units at Year-End $32.4M $39.4M Ashford Lane Atlanta, GA |
| 10 © CTO Realty Growth, Inc. | ctoreit.com High-Quality Demographic-Driven Portfolio Percentages listed based on Annualized Base Rent for the Company’s portfolio as of December 31, 2023. Any differences a result of rounding. 1. Source: Esri; Portfolio average weighted by the Annualized Base Rent of each property. 2. As ranked by Urban Land Institute & PWC in the ‘2024 Emerging Trends in Real Estate’ publication. CTO Property Atlanta, GA 35% Dallas, TX 15% Richmond, VA 12% Jacksonville, FL 7% Raleigh, NC 6% Phoenix, AZ 6% Albuquerque, NM 5% Houston, TX 5% Santa Fe, NM 4% Daytona Beach, FL 3% Salt Lake City, UT 2% Orlando, FL 1% Denotes an MSA with over one million people; Bold denotes a Top 30 ULI Market2 % of Annualized Rent By State 201,450 Portfolio Average 5-Mile Population1 $139,100 Portfolio Average 5-Mile Household Income1 79% Percentage of Portfolio ABR from ULI’s Top 30 Markets1 > 15% 10% - 15% 5% - 10% < 5% ▪ 24% of ABR from Grocery-Anchored Properties ▪ 33% of ABR from Retail Power Centers ▪ 31% of ABR from Retail-Focused Lifestyle & Mixed-Use Properties |
| 11 © CTO Realty Growth, Inc. | ctoreit.com Faster Growing Markets Ashford Lane Atlanta, GA 75% 65% 56% 21% 9% 9% 5% 4% 2% 0% WSR AAT CTO KRG SITC FRT BRX AKR UE KIM % of Each Company’s Top 5 Markets in ULI’s Top 10 Markets1 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. As of December 31, 2023, unless otherwise noted.. Peer information based on published information available through each company’s website as of February 19, 2024. Portfolio information for CTO is as of December 31, 2023. 1. As ranked by Urban Land Institute & PWC in the “2024 Emerging Trends in Real Estate” publication. |
| 12 © CTO Realty Growth, Inc. | ctoreit.com Strong Leasing Execution 1. Recently signed renewals and leases include leases signed in 2023. 2. Excludes newly leased units that were acquired as vacant. Lease Rollover Schedule % of ABR Expiring 5% 8% 14% 12% 23% 7% 6% 5% 20% Recently Signed Leases1 ▪ 2023 Comparable Leasing Spreads2 7.5% o 12% 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 more than 6% of the existing portfolio’s Cash ABR |
| 13 © CTO Realty Growth, Inc. | ctoreit.com Consistent Dividend Growth CTO has been a REIT since 2020 and the company has paid a common dividend each of the last 48 years. 1. Annualized Per Share Cash Dividend Yield based on $16.43 per share common stock price as of February 16, 2024. $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 Common Dividend Per Share Paid Company policy is to target a payout ratio of 100% of taxable income Increasing cash flow and earnings have driven a more than 67% increase to CTO’s annualized common stock dividend since 2020 Current Annualized Per Share Cash Dividend $1.52 Annualized Per Share Cash Dividend Yield 9.3% 1 Under current management (beginning in 2011), the Company’s common stock cash dividend has grown in each of the last 12 years Dividend increases are driven by increasing taxable income and free cash flow Q4 2023 AFFO per share common stock dividend payout ratio of 73% Cash Dividend Per Share Paid (Split Adjusted) |
| 14 © CTO Realty Growth, Inc. | ctoreit.com Balance Sheet Exchange at Gwinnett Buford, GA Yonder Yoga $51 $83 $100 $263 2024 2025 2026 2027 2028 2029 2030 Unsecured Secured Revolving Credit Facility 1. Reflects $163 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 ▪ 51% net debt-to-total enterprise value (TEV) ▪ Q4 2023 quarter-end net debt-to-pro forma EBITDA of 7.6x 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 $63 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 $497 million |
| 15 © CTO Realty Growth, Inc. | ctoreit.com 2024 Guidance Exchange at Gwinnett Buford, GA Yonder Yoga Low 2024 High 2024 Core FFO Per Diluted Share $1.56 − $1.64 AFFO Per Diluted Share $1.70 − $1.78 The Company’s estimated Core FFO per diluted share and AFFO per diluted share for 2024 is as follows: Same-Property NOI Growth1,2 2% − 4% General and Administrative Expense $15.2 − $16.2 Weighted Average Diluted Shares Outstanding 22.5 − 22.5 Year-end 2023 Leased Occupancy2 95% − 96% Investments $100 − $150 Target Initial Investment Cash Yield 7.75% − 8.25% Dispositions $75 − $125 Target Disposition Cash Yield 7.50% − 8.25% The Company’s 2024 guidance includes but is not limited to the following assumptions: $ and shares outstanding in millions, except per share data. 1. Includes the known 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. |
| 16 © CTO Realty Growth, Inc. | ctoreit.com Experienced Management Team Exchange at Gwinnett Buford, GA Yonder Yoga 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 is led by an experienced management team with meaningful shareholder alignment, deep industry relationships and a strong long-term track record. |
| 17 © CTO Realty Growth, Inc. | ctoreit.com Corporate Responsibility Exchange at Gwinnett Buford, GA Yonder Yoga CTO Realty Growth is committed to sustainability, strong corporate governance, and meaningful corporate social responsibility programs. 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 |
| 18 © CTO Realty Growth, Inc. | ctoreit.com Environmental Responsibility Yonder Yoga Over the past ten 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 |
| 19 © CTO Realty Growth, Inc. | ctoreit.com Forward Looking Statements & Non-GAAP Financial Measures 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; credit risk associated with the Company investing in structured investments; 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, 2023 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 presentation 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. 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 real estate related depreciation and amortization, as well as extraordinary items (as defined by GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and impairments associated with the implementation of current expected credit losses on commercial loans and investments at the time of origination, 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, subsurface sales, investment securities, 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. |
| 20 © CTO Realty Growth, Inc. | ctoreit.com Non-GAAP Financial Measures Non-GAAP Financial Measures (continued) 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 real estate related depreciation and amortization, as well as extraordinary items (as defined by GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets, impairments associated with the implementation of current expected credit losses on commercial loans and investments at the time of origination, 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, other non-recurring items such as termination fees, forfeitures of tenant security deposits, and certain adjustments to reconciliation estimates related to reimbursable revenue for recently acquired properties, and other non-cash income or expense. 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, subsurface sales, investment securities, and land sales, in addition to the mark-to-market of the Company’s investment securities. 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 real estate related depreciation and amortization, as well as extraordinary items (as defined by GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets, impairments associated with the implementation of current expected credit losses on commercial loans and investments at the time of origination, 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, other non-recurring items such as termination fees, forfeitures of tenant security deposits, and certain adjustments to reconciliation estimates related to reimbursable revenue for recently acquired properties, 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. |
| 21 © CTO Realty Growth, Inc. | ctoreit.com References References and terms used in this presentation that are in addition to terms defined in the Non-GAAP Financial Measures include: ▪ This presentation was published on February 22, 2024. ▪ All information is as of December 31, 2023, unless otherwise noted. ▪ Any calculation differences are assumed to be a result of rounding. ▪ “2024 Guidance” in this presentation is based on the 2024 Guidance provided in the Company’s Fourth Quarter and Full Year 2023 Operating Results press release filed on February 22, 2024. ▪ “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 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”). The Company defines an Investment Grade Rated Tenant as 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 of Baa3, BBB-, or NAIC-2 or higher. If applicable, in the event of a split rating between S&P Global Ratings and Moody’s Investors Services, the Company utilizes the higher of the two ratings as its reference point as to whether a tenant is defined as an Investment Grade Rated Tenant. ▪ “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 as of the referenced period on the respective slide. ▪ “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. |
| 22 © CTO Realty Growth, Inc. | ctoreit.com Consolidated Statements of Operations CTO Realty Growth, Inc. Consolidated Statements of Operations (In thousands, except share, per share and dividend data) (Unaudited) Three Months Ended Year Ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Revenues Income Properties $ 26,290 $ 19,628 $ 96,663 $ 68,857 Management Fee Income 1,094 994 4,388 3,829 Interest Income From Commercial Loans and Investments 1,119 841 4,084 4,172 Real Estate Operations 1,382 1,067 3,984 5,462 Total Revenues 29,885 22,530 109,119 82,320 Direct Cost of Revenues Income Properties (7,572) (6,421) (28,455) (20,364) Real Estate Operations (847) (553) (1,723) (2,493) Total Direct Cost of Revenues (8,419) (6,974) (30,178) (22,857) General and Administrative Expenses (3,756) (3,927) (14,249) (12,899) Provision for Impairment (148) — (1,556) — Depreciation and Amortization (11,359) (8,454) (44,173) (28,855) Total Operating Expenses (23,682) (19,355) (90,156) (64,611) Gain (Loss) on Disposition of Assets 3,978 (11,770) 7,543 (7,042) Other Gain (Loss) 3,978 (11,770) 7,543 (7,042) Total Operating Income (Loss) 10,181 (8,595) 26,506 10,667 Investment and Other Income 3,283 7,046 1,987 776 Interest Expense (6,198) (3,899) (22,359) (11,115) Income (Loss) Before Income Tax Benefit (Expense) 7,266 (5,448) 6,134 328 Income Tax Benefit (Expense) (229) 2,369 (604) 2,830 Net Income (Loss) Attributable to the Company 7,037 (3,079) 5,530 3,158 Distributions to Preferred Stockholders (1,187) (1,195) (4,772) (4,781) Net Income (Loss) Attributable to Common Stockholders $ 5,850 $ (4,274) $ 758 $ (1,623) Earnings Per Share: Basic $ 0.26 $ (0.21) $ 0.03 $ (0.09) Diluted $ 0.25 $ (0.21) $ 0.03 $ (0.09) Weighted Average Number of Common Shares Basic 22,440,404 19,884,782 22,529,703 18,508,201 Diluted 25,876,738 19,884,782 22,529,703 18,508,201 |
| 23 © CTO Realty Growth, Inc. | ctoreit.com Non-GAAP Financial Measures CTO Realty Growth, Inc. Non-GAAP Financial Measures (Unaudited, in thousands, except per share data) Three Months Ended Year Ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Net Income (Loss) Attributable to the Company $ 7,037 $ (3,079) $ 5,530 $ 3,158 Add Back: Effect of Dilutive Interest Related to 2025 Convertible Senior Notes (1) 539 — — — Net Income (Loss) Attributable to the Company, If-Converted $ 7,576 $ (3,079) $ 5,530 $ 3,158 Depreciation and Amortization of Real Estate 11,338 8,440 44,107 28,799 Loss (Gain) on Disposition of Assets, Net of IncomeTax (3,978) 8,898 (7,543) 4,170 Gain on Disposition of Other Assets (533) (519) (2,272) (2,992) Provision for Impairment 148 — 1,556 — Realized and Unrealized Loss (Gain) on Investment Securities (1,974) (6,405) 3,689 1,697 Extinguishment of Contingent Obligation (515) — (2,815) — Funds from Operations $ 12,062 $ 7,335 $ 42,252 $ 34,832 Distributions to Preferred Stockholders (1,187) (1,195) (4,772) (4,781) Funds from Operations Attributable to Common Stockholders $ 10,875 $ 6,140 $ 37,480 $ 30,051 Amortization of Intangibles to Lease Income 510 676 2,303 2,161 Less: Effect of Dilutive Interest Related to 2025 Convertible Senior Notes (1) (539) — — — Core Funds from Operations Attributable to Common Stockholders $ 10,846 $ 6,816 $ 39,783 $ 32,212 Adjustments: Straight-Line Rent Adjustment (240) (521) (1,159) (2,166) COVID-19 Rent Repayments — 26 46 105 Other Depreciation and Amortization 1 (33) (91) (232) Amortization of Loan Costs and Discount on Convertible Debt, and Capitalized Interest 185 264 821 774 Non-Cash Compensation 871 809 3,673 3,232 Adjusted Funds from Operations Attributable to Common Stockholders $ 11,663 $ 7,361 $ 43,073 $ 33,925 FFO Attributable to Common Stockholders per Common Share – Diluted $ 0.42 $ 0.31 $ 1.66 $ 1.62 Core FFO Attributable to Common Stockholders per Common Share – Diluted $ 0.48 $ 0.34 $ 1.77 $ 1.74 AFFO Attributable to Common Stockholders per Common Share – Diluted $ 0.52 $ 0.37 $ 1.91 $ 1.83 1. For the three months ended December 31, 2022 and the years ended December 31, 2023 and 2022, interest related to the 2025 Convertible Senior Notes was excluded from net income attributable to the Company to derive FFO effective January 1, 2023 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 December 31, 2023, interest related to the 2025 Convertible Senior Notes was added back to net income attributable to the Company to derive FFO, as the impact to net income attributable to common stockholders was dilutive. |
| 24 © CTO Realty Growth, Inc. | ctoreit.com Same-Property NOI CTO Realty Growth, Inc. Same-Property NOI Reconciliation (Unaudited, in thousands) Three Months Ended Year Ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Net Income (Loss) Attributable to the Company $ 7,037 $ (3,079) $ 5,530 $ 3,158 Loss (Gain) on Disposition of Assets (3,978) 11,770 (7,543) 7,042 Provision for Impairment 148 — 1,556 — Depreciation and Amortization 11,359 8,454 44,173 28,855 Amortization of Intangibles to Lease Income (510) (676) (2,303) (2,161) Straight-Line Rent Adjustment 240 521 1,159 2,166 COVID-19 Rent Repayments — (26) (46) (105) Accretion of Tenant Contribution 13 40 128 154 Interest Expense 6,198 3,899 22,359 11,115 General and Administrative Expenses 3,756 3,927 14,249 12,899 Investment and Other Income (3,283) (7,046) (1,987) (776) Income Tax (Benefit) Expense 229 (2,369) 604 (2,830) Real Estate Operations Revenues (1,382) (1,067) (3,984) (5,462) Real Estate Operations Direct Cost of Revenues 847 553 1,723 2,493 Management Fee Income (1,094) (994) (4,388) (3,829) Interest Income from Commercial Loans and Investments (1,119) (841) (4,084) (4,172) Other Non-Recurring Items (1,122) — (1,122) — Less: Impact of Properties Not Owned for the Full Reporting Period (6,361) (2,584) (31,483) (13,156) Same-Property NOI $ 10,978 $ 10,482 $ 34,541 $ 35,391 |
| 25 © CTO Realty Growth, Inc. | ctoreit.com Net Debt to Pro Forma EBITDA CTO Realty Growth, Inc. Reconciliation of Net Debt to Pro Forma EBITDA (Unaudited, in thousands) Three Months Ended December 31, 2023 Net Income Attributable to the Company $ 7,037 Depreciation and Amortization of Real Estate 11,338 Gain on Disposition of Assets (3,978) Gain on Disposition of Other Assets (533) Provision for Impairment 148 Realized and Unrealized Gain on Investment Securities (1,974) Extinguishment of Contingent Obligation (515) Distributions to Preferred Stockholders (1,187) Straight-Line Rent Adjustment (240) Amortization of Intangibles to Lease Income 510 Other Depreciation and Amortization 1 Amortization of Loan Costs, Discount on Convertible Debt, and Capitalized Interest 185 Non-Cash Compensation 871 Other Non-Recurring Items (1,122) Interest Expense, Net of Amortization of Loan Costs and Discount on Convertible Debt 6,013 EBITDA $ 16,554 Annualized EBITDA $ 66,216 Pro Forma Annualized Impact of Current Quarter Investments and Dispositions, Net1 (3,071) Pro Forma EBITDA $ 63,145 Total Long-Term Debt 495,370 Financing Costs, Net of Accumulated Amortization 1,260 Unamortized Convertible Debt Discount 204 Cash & Cash Equivalents (10,214) Restricted Cash (7,605) Net Debt $ 479,015 Net Debt to Pro Forma EBITDA 7.6x 1. Reflects the pro forma annualized impact on Annualized EBITDA of the Company’s investments and disposition activity during the three months ended December 31, 2023. |
| The Collection at Forsyth Cumming, GA REALTY GROWTH Investor Inquiries: Matthew M. Partridge, Chief Financial Officer, (407) 904-3324, mpartridge@ctoreit.com |
| © CTO Realty Growth, Inc. | ctoreit.com Daytona Beach Restaurants Daytona Beach, FL Supplemental Reporting Information Q4 2023 REALTY GROWTH |
| © CTO Realty Growth, Inc. | ctoreit.com 18 Table of Contents Full Year and Fourth Quarter 2023 Earnings Release 4 Key Financial Information ▪ Consolidated Balance Sheets 1 5 ▪ Consolidated Statements of Operations 1 6 ▪ Non -GAAP Financial Measures 1 7 Capitalization & Dividends 20 Summary of Debt 2 1 Debt Maturity Schedule 2 2 Current Year Investment Activity 2 3 Current Year Disposition Activity 2 4 Real Estate Portfolio Capital Investments 2 5 Real Estate Portfolio Summary 2 6 Real Estate Portfolio Detail 2 7 |
| © CTO Realty Growth, Inc. | ctoreit.com 19 Table of Contents Leasing Summary 29 Comparable Leasing Summary 30 Same-Property NOI 31 Lease Expirations 32 Top Tenant Summary 34 Geographic Diversification 35 Other Assets 36 2024 Guidance 37 Contact Information & Research Coverage 38 Safe Harbor, Non-GAAP Financial Measures, and Definitions and Terms 39 |
| © 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 FOURTH QUARTER AND FULL YEAR 2023 OPERATING RESULTS WINTER PARK, FL – February 22, 2024 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”) today announced its operating results and earnings for the quarter and year ended December 31, 2023. Select Full Year 2023 Highlights • Reported Net Income per diluted share attributable to common stockholders of $0.03 for the year ended December 31, 2023. • Reported Core FFO per diluted share attributable to common stockholders of $1.77 for the year ended December 31, 2023. • Reported AFFO per diluted share attributable to common stockholders of $1.91 for the year ended December 31, 2023. • Invested $80.0 million into four retail property acquisitions and one land parcel, totaling 470,600 leasable square feet at a weighted-average going-in cash cap rate of 7.5%. • Originated one first mortgage and provided seller financing through a short-term first mortgage totaling $30.4 million of structured investments at a weighted-average initial yield of 8.1%. • Sold nine income properties for total disposition volume of $87.1 million at a weighted average exit cap rate of 7.5%. • Reported a decrease of (2.4%) in Same-Property NOI as compared to the year-ended December 31, 2022. • Signed 61 comparable leases totaling 341,547 square feet at an average cash base rent of $26.97 per square foot, resulting in comparable rent per square foot growth of 7.5%. • Repurchased 369,300 shares of common stock at an average price of $16.35 per share. • Repurchased 21,192 shares of Series A Preferred Stock at an average price of $18.45 per share. • Paid regular common stock cash dividends during the full year of 2023 of $1.52 per share, a 1.8% increase over the Company’s 2022 common stock cash dividends. • Subsequent to year-end 2023, the Company entered into a contract to sell its mixed-use property in Santa Fe, NM for approximately $20.0 million. The prospective buyer’s deposit is non-refundable, and closing is anticipated to occur before March 31, 2024. • On February 16, 2024, the Company signed a ground lease with a purchase option, subject to a feasibility period, for the undeveloped 10-acre land parcel adjacent to The Collection at Forsyth in Cumming, GA. |
| © CTO Realty Growth, Inc. | ctoreit.com 5 • On February 16, 2024, the Company completed the sale of its remaining Subsurface Interests for gross proceeds of $5.0 million. Select Fourth Quarter 2023 Highlights • Reported Net Income per diluted share attributable to common stockholders of $0.25 for the quarter ended December 31, 2023. • Reported Core FFO per diluted share attributable to common stockholders of $0.48 for the quarter ended December 31, 2023. • Reported AFFO per diluted share attributable to common stockholders of $0.52 for the quarter ended December 31, 2023. • Sold six properties during the quarter for total disposition volume of $64.2 million at a weighted average exit cap rate of 7.8%, generating total gains on sales of $3.1 million. • Originated one $15.4 million short-term first mortgage in the form of seller financing, at a going-in cash yield of 7.5%. • Reported an increase in Same-Property NOI of 4.7% as compared to the fourth quarter of 2022. • Signed 16 comparable leases during the quarter totaling 74,246 square feet at an average cash base rent of $29.95 per square foot, resulting in comparable rent per square foot growth of 17.9%. • Repurchased 62,015 shares of common stock at an average price of $15.72 per share. • Repurchased 14,398 shares of Series A Preferred Stock at an average price of $18.40 per share. • Paid a common stock cash dividend of $0.38 per share, representing an annualized yield of 9.2% based on the closing price of the Company’s common stock on February 21, 2024. CEO Comments “Operational performance in the fourth quarter was strong, with comparable leasing rent growth of nearly 18% and same-store NOI growth of just under 5%. Even with some of the tenant challenges we experienced in the first half of the year, we continued to improve our portfolio, balance sheet, and long-term growth profile, and our fourth quarter performance caps off a year where we delivered $1.91 of AFFO per share,” said John P. Albright, President and Chief Executive Officer of CTO Realty Growth. “For 2024, we have a number of strategic initiatives we’re focused on to set the stage for meaningful property NOI growth in 2025, including the recent openings of Politan Row, Culinary Dropout, and Fogo de Chão, and rent commencing the majority of our signed-but-not-open pipeline that represents more than 6% of in-place annualized cash base rents. We are also seeing more opportunities for investment and look forward to being active in the transactions market as we continually search for opportunities to grow our high-quality retail-focused portfolio.” Year-to-Date Financial Results Highlights The table below provides a summary of the Company’s operating results for the year ended December 31, 2023: (in thousands, except per share data) For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 Variance to Comparable Period in the Prior Year Net Income Attributable to the Company $ 5,530 $ 3,158 $ 2,372 75.1% |
| © CTO Realty Growth, Inc. | ctoreit.com 6 Net Income (Loss) Attributable to Common Stockholders $ 758 $ (1,623) $ 2,381 146.7% Net Income (Loss) per Diluted Share Attributable to Common Stockholders(1) $ 0.03 $ (0.09) $ 0.12 133.3% Core FFO Attributable to Common Stockholders (2) $ 39,783 $ 32,212 $ 7,571 23.5% Core FFO per Common Share – Diluted (2) $ 1.77 $ 1.74 $ 0.03 1.7% AFFO Attributable to Common Stockholders (2) $ 43,073 $ 33,925 $ 9,148 27.0% AFFO per Common Share – Diluted (2) $ 1.91 $ 1.83 $ 0.08 4.4% Dividends Declared and Paid, per Preferred Share $ 1.59 $ 1.59 $ — 0.0% Dividends Declared and Paid, per Common Share $ 1.52 $ 1.49 $ 0.03 1.8% (1) The denominator for this measure excludes the impact of 3.3 million and 3.1 million shares for the years ended December 31, 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. Quarterly Financial Results Highlights The table below provides a summary of the Company’s operating results for the three months ended December 31, 2023: (in thousands, except per share data) For the Three Months Ended December 31, 2023 For the Three Months Ended December 31, 2022 Variance to Comparable Period in the Prior Year Net Income (Loss) Attributable to the Company $ 7,037 $ (3,079) $ 10,116 328.5% Net Income (Loss) Attributable to Common Stockholders $ 5,850 $ (4,274) $ 10,124 236.9% Net Income (Loss) per Diluted Share Attributable to Common Stockholders(1) $ 0.25 $ (0.21) $ 0.46 219.0% Core FFO Attributable to Common Stockholders (2) $ 10,846 $ 6,816 $ 4,030 59.1% Core FFO per Common Share – Diluted (2) $ 0.48 $ 0.34 $ 0.14 41.2% AFFO Attributable to Common Stockholders (2) $ 11,663 $ 7,361 $ 4,302 58.4% AFFO per Common Share – Diluted (2) $ 0.52 $ 0.37 $ 0.15 40.5% 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 December 31, 2023, the denominator for this measure includes 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 was dilutive for the period. For the three months ended December 31, 2022, the denominator for this measure excludes the impact of 3.2 million shares, as the impact would be anti-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 (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. |
| © CTO Realty Growth, Inc. | ctoreit.com 7 Investments During the year ended December 31, 2023, the Company invested $80.0 million into four retail property acquisitions totaling 470,600 square feet and one land parcel and originated two first mortgage structured investments totaling $30.4 million. These 2023 acquisitions and structured investments were completed at a weighted average going-in cash yield of 7.7%. During the three months ended December 31, 2023, the Company originated one $15.4 million first mortgage structured investment, secured by the Company’s recently sold Sabal Pavilion single tenant office property in Tampa, Florida. The 6-month first mortgage was arranged in the form of seller financing at the time of the Company’s property sale, is interest-only through maturity, and bears a fixed interest rate of 7.5%. Dispositions During the year ended December 31, 2023, the Company sold nine income properties for total disposition volume of $87.1 million at a weighted average exit cap rate of 7.5%, generating total gains on sales of $6.6 million. During the three months ended December 31, 2023, the Company sold six income properties for total disposition volume of $64.2 million at a weighted average exit cap rate of 7.8%, generating total gains on sales of $3.1 million. Subsequent to year-end 2023, the Company entered into the following arrangements: • The Company entered into a contract to sell its mixed-use property in Santa Fe, NM for approximately $20.0 million. The prospective buyer’s deposit is non-refundable, and closing is anticipated to occur before March 31, 2024. • The Company signed a ground lease with a purchase option, subject to a feasibility period, for the undeveloped 10-acre land parcel adjacent to The Collection at Forsyth in Cumming, GA (the “Property”). As part of the agreement, the Company will receive monthly feasibility payments of $30,000 from February 16, 2024 through September 30, 2024 (the “Feasibility Period”). The counterparty will have a right to terminate the agreement during the Feasibility Period (the “Termination Right”). Following the Feasibility Period and expiration of the Termination Right, commencing October 1, 2024, the counterparty will have the right to enter into a 20-year ground lease requiring monthly ground lease payments of $43,000 (the ‘Ground Lease”). The Ground Lease includes increases of 3% annually. Additionally, beginning January 1, 2025 and expiring April 1, 2029 (the “Purchase Right Period”), the counterparty will have the right to acquire the Property for a predefined purchase price and the purchase price will increase by 3% each year of the Purchase Right Period. Portfolio Summary The Company’s income property portfolio consisted of the following as of December 31, 2023: Asset Type # of Properties Square Feet Weighted Average Remaining Lease Term Single Tenant 6 252 6.2 years Multi-Tenant 14 3,461 4.3 years Total / Weighted Average Lease Term 20 3,712 5.1 years Square feet in thousands. Any differences are a result of rounding. |
| © CTO Realty Growth, Inc. | ctoreit.com 8 Property Type # of Properties Square Feet % of Cash Base Rent Retail 14 2,148 56.7% Office 1 210 5.0% Mixed-Use 5 1,355 38.3% Total / Weighted Average Lease Term 20 3,712 100% Square feet in thousands. Any differences are a result of rounding. Leased Occupancy 93.3% Occupancy 90.3% Same Property Net Operating Income During the full year of 2023, the Company’s Same-Property NOI totaled $34.5 million, a decrease of (2.4%) over the prior full year period, as presented in the following table. For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 Variance to Comparable Period in the Prior Year Single Tenant $ 5,323 $ 4,940 $ 383 7.8% Multi-Tenant 29,218 30,451 (1,233) (4.0%) Total $ 34,541 $ 35,391 $ (850) (2.4%) $ in thousands. During the fourth quarter of 2023, the Company’s Same-Property NOI totaled $11.0 million, an increase of 4.7% over the comparable prior year period, as presented in the following table. For the Three Months Ended December 31, 2023 For the Three Months Ended December 31, 2022 Variance to Comparable Period in the Prior Year Single Tenant $ 1,984 $ 1,781 $ 203 11.4% Multi-Tenant 8,994 8,701 293 3.4% Total $ 10,978 $ 10,482 $ 496 4.7% $ in thousands. Leasing Activity During the year ended December 31, 2023, the Company signed 92 leases totaling 496,643 square feet. On a comparable basis, which excludes vacancy existing at the time of acquisition, CTO signed 61 leases totaling 341,547 square feet at an average cash base rent of $26.97 per square foot compared to a previous average cash base rent of $25.09 per square foot, representing 7.5% comparable growth. A summary of the Company’s overall leasing activity for the year ended December 31, 2023, is as follows: |
| © CTO Realty Growth, Inc. | ctoreit.com 9 Square Feet Weighted Average Lease Term Cash Rent Per Square Foot Tenant Improvements Leasing Commissions New Leases 239 8.6 years $27.46 $ 7,087 $ 3,079 Renewals & Extensions 258 4.6 years $24.92 142 173 Total / Weighted Average 497 8.7 years $26.15 $ 7,229 $ 3,252 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. During the quarter ended December 31, 2023, the Company signed 22 leases totaling 96,729 square feet. On a comparable basis, which excludes vacancy existing at the time of acquisition, CTO signed 16 leases totaling 74,246 square feet at an average cash base rent of $29.95 per square foot compared to a previous average cash base rent of $25.41 per square foot, representing 17.9% comparable increase. A summary of the Company’s overall leasing activity for the quarter ended December 31, 2023, is as follows: Square Feet Weighted Average Lease Term Cash Rent Per Square Foot Tenant Improvements Leasing Commissions New Leases 41 9.5 years $39.87 $ 2,714 $ 970 Renewals & Extensions 56 5.8 years $27.48 - 37 Total / Weighted Average 97 7.7 years $32.66 $ 2,714 $ 1,007 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 year ended December 31, 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 year ended December 31, 2023, the Company sold approximately 20.5 mitigation credits for $2.3 million, resulting in a gain of $0.7 million. During the three months ended December 31, 2023, the Company sold approximately 11.0 mitigation credits for $1.2 million, resulting in a gain of $0.3 million. On February 16, 2024, the Company completed the sale of its remaining subsurface oil, gas, and mineral rights totaling approximately 352,000 acres in 19 counties in the State of Florida (“Subsurface Interests”) for gross proceeds of $5.0 million. As part of the Subsurface Interests sale, the Company entered into a management agreement with the buyer to provide ongoing management services for an annual base management fee of $100,000 and the potential to earn additional incentive fees if certain conditions are met. Capital Markets and Balance Sheet During the quarter ended December 31, 2023, the Company completed the following capital markets activities: • Repurchased 62,015 shares of common stock at an average price of $15.72 per share. |
| © CTO Realty Growth, Inc. | ctoreit.com 10 • Repurchased 14,398 shares of Series A Preferred Stock at an average price of $18.40 per share. • Entered into a $50 million forward starting interest rate swap agreement to fix SOFR at a weighted average fixed swap rate of 3.85% for the period between February 2024 and January 2028. The following table provides a summary of the Company’s long-term debt, at face value, as of December 31, 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) 163.0 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 $ 496.8 million 4.30% (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 December 31, 2023, the Company’s net debt to Pro Forma EBITDA was 7.6 times, and as defined in the Company’s credit agreement, the Company’s fixed charge coverage ratio was 2.6 times. As of December 31, 2023, the Company’s net debt to total enterprise value was 50.6%. 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. Dividends On November 21, 2023, the Company announced a cash dividend on its common stock and Series A Preferred stock for the fourth quarter of 2023 of $0.38 per share and $0.40 per share, respectively, payable on December 29, 2023 to stockholders of record as of the close of business on December 14, 2023. The fourth quarter 2023 common stock cash dividend represents a payout ratio of 79.2% and 73.1% of the Company’s fourth quarter 2023 Core FFO per diluted share and AFFO per diluted share, respectively. During the year ended December 31, 2023, the Company paid cash dividends on its common stock and Series A Preferred stock of $1.52 per share and $1.59 per share, respectively. The 2023 common stock cash dividends represent a 1.8% increase over the Company’s full year 2022 common stock cash dividends and payout ratios of 85.9% and 79.6% of the Company’s full year 2023 Core FFO per diluted share and AFFO per diluted share, respectively. On February 20, 2024, the Company declared a common stock cash dividend for the first quarter of 2024 of $0.38 per share, representing an annualized yield of 9.2% based on the closing price of the Company’s common stock on February 21, 2024. |
| © CTO Realty Growth, Inc. | ctoreit.com 11 2024 Guidance The Company’s estimated Core FFO per diluted share and AFFO per diluted share for 2024 is as follows: 2024 Guidance Range Low High Core FFO Per Diluted Share $1.56 to $1.64 AFFO Per Diluted Share $1.70 to $1.78 The Company’s 2024 guidance includes but is not limited to the following assumptions: • Same-Property NOI growth of 2% to 4%, including the known impact of bad debt expense, occupancy loss and costs associated with tenants in bankruptcy, and/or tenant lease defaults, and before any impact from potential 2024 income property acquisitions and/or dispositions. • General and administrative expenses within a range of $15.2 million to $16.2 million. • Weighted average diluted shares outstanding of 22.5 million shares. • Year-end 2024 leased occupancy projected to be within a range of 95% to 96% before any impact from potential 2024 income property acquisitions and/or dispositions. • Investment, including structured investments, between $100 million and $150 million at a weighted average initial cash yield between 7.75% and 8.25% • Disposition of assets between $75 million and $125 million at a weighted average exit cash yield between 7.50% and 8.25% Earnings Conference Call & Webcast The Company will host a conference call to present its operating results for the quarter and year ended December 31, 2023 on Friday, February 23, 2024, 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/qr25b7sf Dial-In: https://register.vevent.com/register/BI18b7afe0b0bd43d1bda0f7925b2705d8 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. |
| © CTO Realty Growth, Inc. | ctoreit.com 12 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; credit risk associated with the Company investing in structured investments; 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, 2023 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 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 |
| © CTO Realty Growth, Inc. | ctoreit.com 13 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 real estate related depreciation and amortization, as well as extraordinary items (as defined by GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and impairments associated with the implementation of current expected credit losses on commercial loans and investments at the time of origination, 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, subsurface sales, investment securities, 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 real estate related depreciation and amortization, as well as extraordinary items (as defined by GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets, impairments associated with the implementation of current expected credit losses on commercial loans and investments at the time of origination, 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, other non-recurring items such as termination fees, forfeitures of tenant security deposits, and certain adjustments to reconciliation estimates related to reimbursable revenue for recently acquired properties, and other non-cash income or expense. 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, subsurface sales, investment securities, and land sales, in addition to the mark-to-market of the Company’s investment securities. 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 real estate related depreciation and amortization, as well as extraordinary items (as defined by GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets, impairments associated with the implementation of current expected credit losses on commercial loans and investments at the time of origination, 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, other non-recurring items such as termination fees, forfeitures of tenant security deposits, and certain adjustments to reconciliation estimates related to reimbursable revenue for recently acquired properties, 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. |
| © CTO Realty Growth, Inc. | ctoreit.com 14 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 15 Consolidated Balance Sheet CTO Realty Growth, Inc. Consolidated Balance Sheets (In thousands, except share and per share data) As of December 31, 2023 December 31, 2022 ASSETS Real Estate: Land, at Cost $ 222,232 $ 233,930 Building and Improvements, at Cost 559,389 530,029 Other Furnishings and Equipment, at Cost 857 748 Construction in Process, at Cost 3,997 6,052 Total Real Estate, at Cost 786,475 770,759 Less, Accumulated Depreciation (52,012) (36,038) Real Estate—Net 734,463 734,721 Land and Development Costs 731 685 Intangible Lease Assets—Net 97,109 115,984 Investment in Alpine Income Property Trust, Inc. 39,445 42,041 Mitigation Credits 1,044 1,856 Mitigation Credit Rights — 725 Commercial Loans and Investments 61,849 31,908 Cash and Cash Equivalents 10,214 19,333 Restricted Cash 7,605 1,861 Refundable Income Taxes 246 448 Deferred Income Taxes—Net 2,009 2,530 Other Assets 34,953 34,453 Total Assets $ 989,668 $ 986,545 LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities: Accounts Payable $ 2,758 $ 2,544 Accrued and Other Liabilities 18,373 18,028 Deferred Revenue 5,200 5,735 Intangible Lease Liabilities—Net 10,441 9,885 Long-Term Debt 495,370 445,583 Total Liabilities 532,142 481,775 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, 2,978,808 shares issued and outstanding at December 31, 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, 22,643,034 shares issued and outstanding at December 31, 2023; and 22,854,775 shares issued and outstanding at December 31, 2022 226 229 Additional Paid-In Capital 168,435 172,471 Retained Earnings 281,944 316,279 Accumulated Other Comprehensive Income 6,891 15,761 Total Stockholders’ Equity 457,526 504,770 Total Liabilities and Stockholders’ Equity $ 989,668 $ 986,545 |
| © CTO Realty Growth, Inc. | ctoreit.com 16 Consolidated P&L CTO Realty Growth, Inc. Consolidated Statements of Operations (In thousands, except share, per share and dividend data) (Unaudited) Three Months Ended Year Ended December 31, December 31, December 31, December 31, 2023 2022 2023 2022 Revenues Income Properties $ 26,290 $ 19,628 $ 96,663 $ 68,857 Management Fee Income 1,094 994 4,388 3,829 Interest Income From Commercial Loans and Investments 1,119 841 4,084 4,172 Real Estate Operations 1,382 1,067 3,984 5,462 Total Revenues 29,885 22,530 109,119 82,320 Direct Cost of Revenues Income Properties (7,572) (6,421) (28,455) (20,364) Real Estate Operations (847) (553) (1,723) (2,493) Total Direct Cost of Revenues (8,419) (6,974) (30,178) (22,857) General and Administrative Expenses (3,756) (3,927) (14,249) (12,899) Provision for Impairment (148) — (1,556) — Depreciation and Amortization (11,359) (8,454) (44,173) (28,855) Total Operating Expenses (23,682) (19,355) (90,156) (64,611) Gain (Loss) on Disposition of Assets 3,978 (11,770) 7,543 (7,042) Other Gain (Loss) 3,978 (11,770) 7,543 (7,042) Total Operating Income (Loss) 10,181 (8,595) 26,506 10,667 Investment and Other Income 3,283 7,046 1,987 776 Interest Expense (6,198) (3,899) (22,359) (11,115) Income (Loss) Before Income Tax Benefit (Expense) 7,266 (5,448) 6,134 328 Income Tax Benefit (Expense) (229) 2,369 (604) 2,830 Net Income (Loss) Attributable to the Company 7,037 (3,079) 5,530 3,158 Distributions to Preferred Stockholders (1,187) (1,195) (4,772) (4,781) Net Income (Loss) Attributable to Common Stockholders $ 5,850 $ (4,274) $ 758 $ (1,623) Per Share Attributable to Common Stockholders: Basic Net Income (Loss) per Share $ 0.26 $ (0.21) $ 0.03 $ (0.09) Diluted Net Income (Loss) Per Share $ 0.25 $ (0.21) $ 0.03 $ (0.09) Weighted Average Number of Common Shares Basic 22,440,404 19,884,782 22,529,703 18,508,201 Diluted 25,876,738 19,884,782 22,529,703 18,508,201 Dividends Declared and Paid – Preferred Stock $ 0.40 $ 0.40 $ 1.59 $ 1.59 Dividends Declared and Paid – Common Stock $ 0.38 $ 0.38 $ 1.52 $ 1.49 |
| © CTO Realty Growth, Inc. | ctoreit.com 17 Non-GAAP Financial Measures CTO Realty Growth, Inc. Non-GAAP Financial Measures Same-Property NOI Reconciliation (Unaudited) (In thousands) Three Months Ended Year Ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Net Income (Loss) Attributable to the Company $ 7,037 $ (3,079) $ 5,530 $ 3,158 Loss (Gain) on Disposition of Assets (3,978) 11,770 (7,543) 7,042 Provision for Impairment 148 — 1,556 — Depreciation and Amortization 11,359 8,454 44,173 28,855 Amortization of Intangibles to Lease Income (510) (676) (2,303) (2,161) Straight-Line Rent Adjustment 240 521 1,159 2,166 COVID-19 Rent Repayments — (26) (46) (105) Accretion of Tenant Contribution 13 40 128 154 Interest Expense 6,198 3,899 22,359 11,115 General and Administrative Expenses 3,756 3,927 14,249 12,899 Investment and Other Income (3,283) (7,046) (1,987) (776) Income Tax (Benefit) Expense 229 (2,369) 604 (2,830) Real Estate Operations Revenues (1,382) (1,067) (3,984) (5,462) Real Estate Operations Direct Cost of Revenues 847 553 1,723 2,493 Management Fee Income (1,094) (994) (4,388) (3,829) Interest Income from Commercial Loans and Investments (1,119) (841) (4,084) (4,172) Other Non-Recurring Items (1,122) — (1,122) — Less: Impact of Properties Not Owned for the Full Reporting Period (6,361) (2,584) (31,483) (13,156) Same-Property NOI $ 10,978 $ 10,482 $ 34,541 $ 35,391 |
| © CTO Realty Growth, Inc. | ctoreit.com 18 Non-GAAP Financial Measures CTO Realty Growth, Inc. Non-GAAP Financial Measures (Unaudited) (In thousands, except per share data) Three Months Ended Year Ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Net Income (Loss) Attributable to the Company $ 7,037 $ (3,079) $ 5,530 $ 3,158 Add Back: Effect of Dilutive Interest Related to 2025 Notes (1) 539 — — — Net Income Attributable to the Company, If-Converted $ 7,576 $ (3,079) 5,530 3,158 Depreciation and Amortization of Real Estate 11,338 8,440 44,107 28,799 Loss (Gain) on Disposition of Assets, Net of Income Tax (3,978) 8,898 (7,543) 4,170 Gain on Disposition of Other Assets (533) (519) (2,272) (2,992) Provision for Impairment 148 — 1,556 — Realized and Unrealized Loss (Gain) on Investment Securities (1,974) (6,405) 3,689 1,697 Extinguishment of Contingent Obligation (515) — (2,815) — Funds from Operations $ 12,062 $ 7,335 $ 42,252 $ 34,832 Distributions to Preferred Stockholders (1,187) (1,195) (4,772) (4,781) Funds From Operations Attributable to Common Stockholders $ 10,875 $ 6,140 $ 37,480 $ 30,051 Amortization of Intangibles to Lease Income 510 676 2,303 2,161 Less: Effect of Dilutive Interest Related to 2025 Notes(1) (539) — — — Core Funds From Operations Attributable to Common Stockholders $ 10,846 $ 6,816 $ 39,783 $ 32,212 Adjustments: Straight-Line Rent Adjustment (240) (521) (1,159) (2,166) COVID-19 Rent Repayments — 26 46 105 Other Depreciation and Amortization 1 (33) (91) (232) Amortization of Loan Costs, Discount on Convertible Debt, and Capitalized Interest 185 264 821 774 Non-Cash Compensation 871 809 3,673 3,232 Adjusted Funds From Operations Attributable to Common Stockholders $ 11,663 $ 7,361 $ 43,073 $ 33,925 FFO Attributable to Common Stockholders per Common Share – Diluted $ 0.42 $ 0.31 $ 1.66 $ 1.62 Core FFO Attributable to Common Stockholders per Common Share – Diluted $ 0.48 $ 0.34 $ 1.77 $ 1.74 AFFO Attributable to Common Stockholders per Common Share – Diluted $ 0.52 $ 0.37 $ 1.91 $ 1.83 (1) For the three months ended December 31, 2022 and the years ended December 31, 2023 and 2022, interest related to the 2025 Convertible Senior Notes was excluded from net income attributable to the Company to derive FFO effective January 1, 2023 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 December 31, 2023, interest related to the 2025 Convertible Senior Notes was added back to net income attributable to the Company to derive FFO, as the impact to net income attributable to common stockholders was dilutive. |
| © CTO Realty Growth, Inc. | ctoreit.com 19 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 December 31, 2023 Net Income Attributable to the Company $ 7,037 Depreciation and Amortization of Real Estate 11,338 Gain on Disposition of Assets (3,978) Gain on Disposition of Other Assets (533) Provision for Impairment 148 Realized and Unrealized Gain on Investment Securities (1,974) Extinguishment of Contingent Obligation (515) Distributions to Preferred Stockholders (1,187) Straight-Line Rent Adjustment (240) Amortization of Intangibles to Lease Income 510 Other Depreciation and Amortization 1 Amortization of Loan Costs, Discount on Convertible Debt, and Capitalized Interest 185 Non-Cash Compensation 871 Other Non-Recurring Items (1,122) Interest Expense, Net of Amortization of Loan Costs and Discount on Convertible Debt 6,013 EBITDA $ 16,554 Annualized EBITDA $ 66,216 Pro Forma Annualized Impact of Current Quarter Acquisitions and Dispositions, Net (1) (3,071) Pro Forma EBITDA $ 63,145 Total Long-Term Debt $ 495,370 Financing Costs, Net of Accumulated Amortization 1,260 Unamortized Convertible Debt Discount 204 Cash & Cash Equivalents (10,214) Restricted Cash (7,605) Net Debt $ 479,015 Net Debt to Pro Forma EBITDA 7.6x (1) Reflects the pro forma annualized impact on Annualized EBITDA of the Company’s acquisition and disposition activity during the three months ended December 31, 2023. |
| © CTO Realty Growth, Inc. | ctoreit.com 20 Capitalization & Dividends Equity Capitalization Common Shares Outstanding 22,643 Common Share Price $17.33 Total Common Equity Market Capitalization $392,404 Series A Preferred Shares Outstanding 2,979 Series A Preferred Par Value Per Share $25.00 Series A Preferred Par Value $74,470 Total Equity Capitalization $466,874 Debt Capitalization Total Debt Outstanding $496,834 Total Capitalization $963,708 Cash, Restricted Cash & Cash Equivalents $17,819 Total Enterprise Value $945,889 Dividends Paid Common Preferred Q1 2023 $0.38 $0.40 Q2 2023 $0.38 $0.40 Q3 2023 $0.38 $0.40 Q4 2023 $0.38 $0.40 Trailing Twelve Months Q4 2023 $1.52 $1.59 Q4 2023 Core FFO Per Diluted Share $0.48 Q4 2023 AFFO Per Diluted Share $0.52 Q4 2023 Core FFO Payout Ratio 79.2% Q4 2023 AFFO Payout Ratio 73.1% Dividend Yield Q4 2023 $0.38 $0.40 Annualized Q4 2023 Dividend $1.52 $1.59 Price Per Share as of December 31, 2023 $17.33 $20.10 Implied Dividend Yield 8.8% 7.9% $ and shares outstanding in thousands, except per share data. Any differences are a result of rounding. |
| © CTO Realty Growth, Inc. | ctoreit.com 21 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 Fourth Quarter and Full Year 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 63,000 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 $496,834 4.30% Fixed vs. Variable Face Value Interest Rate % of Total Debt Total Fixed Rate Debt $433,834 3.90% 87% Total Variable Rate Debt 63,000 SOFR + 10 bps + [1.25% – 2.20%] 13% Total / Weighted Average $496,834 4.30% 100% Leverage Metrics Face Value of Debt $496,834 Cash, Restricted Cash & Cash Equivalents (17,819) Net Debt $479,015 Total Enterprise Value $945,889 Net Debt to Total Enterprise Value 51% Net Debt to Pro Forma EBITDA1 7.6x |
| © CTO Realty Growth, Inc. | ctoreit.com 22 Debt Maturities Year Outstanding % of Debt Maturing Cumulative % of Debt Maturing Weighted Average Rate 2024 $ − − % − % − % 2025 51,034 10% 10% 3.88% 2026 82,800 17% 27% 2.45% 2027 263,000 53% 80% 4.51% 2028 100,000 20% 100% 5.48% Total $496,834 100% 4.30% $ in thousands. Any differences are a result of rounding. |
| © CTO Realty Growth, Inc. | ctoreit.com 23 Year-to-Date Investments Property Acquisitions Market Type Date Acquired Square Feet Price Occupancy At Acquisition Phase II of The Exchange at Gwinnett (4 of 5 parcels) Buford, GA Atlanta, GA Retail Parcels February, 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 September 2023 − 4,250 0% Total Acquisitions 470,626 $80,004 Structured Investments Market Type Date Originated Capital Commitment Initial Interest Rate Structure Founders Square Dallas, TX Dallas, TX Office March 2023 $15,000 8.75% First Mortgage Sabal Pavilion Tampa, FL Tampa, FL Office December 2023 15,400 7.50% First Mortgage Total Structured Investments $30,400 8.12% $ in thousands. Any differences are a result of rounding. |
| © CTO Realty Growth, Inc. | ctoreit.com 24 Year-to-Date Dispositions 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 Westcliff Fort Worth, TX Fort Worth, TX Multi-Tenant Retail October 2023 134,750 14,800 (933) Eastern Commons Henderson, NV Las Vegas, NV Multi-Tenant Retail November 2023 129,606 18,200 1,715 Olive Garden / Old Chicago - Crossroads Chandler, AZ Phoenix, AZ Single Tenant Outparcels November 2023 13,627 6,151 2,418 Mattress Firm - Crossroads Chandler, AZ Phoenix, AZ Single Tenant Outparcel December 2023 6,527 3,037 586 Sabal Pavilion Tampa, FL Tampa, FL Single Tenant Office December 2023 120,500 22,000 (719) Total Dispositions 475,287 $87,118 $6,355 $ in thousands. Any differences are a result of rounding. |
| © CTO Realty Growth, Inc. | ctoreit.com 25 Real Estate Portfolio Capital Investments Investment in Previously Occupied Space Q1 2023 Q2 2023 Q3 2023 Q4 2023 2023 Capital Expenditures $ − $ − $ − $467 $467 Tenant Improvement Allowances 47 1 238 5 291 Leasing Commissions 11 72 186 109 378 Total Investment in Previously Occupied Space $58 $73 $424 $581 $1,136 New Investment in Acquired Vacancy Q1 2023 Q2 2023 Q3 2023 Q4 2023 2023 Capital Expenditures $551 $556 $583 $160 $1,850 Tenant Improvement Allowances 2,915 5,686 2,226 2,983 13,810 Leasing Commissions 220 675 603 474 1,972 Total New Investment in Acquired Vacancy $3,686 $6,917 $3,412 $3,617 $17,632 Other Capital Investments Q1 2023 Q2 2023 Q3 2023 Q4 2023 2023 Property Improvement Costs $398 $1,147 $1,418 $1,622 $4,585 Investment in Property Repositioning 667 1,335 10 11 2,023 Total Other Capital Investments $1,065 $2,482 $1,428 $1,633 $6,608 Total Capital Investments Q1 2023 Q2 2023 Q3 2023 Q4 2023 2023 Capital Expenditures and Other Capital Investments $1,616 $3,038 $2,011 $2,260 $8,925 Tenant Improvement Allowances 2,962 5,687 2,464 2,988 14,101 Leasing Commissions 231 747 789 583 2,350 Total New Investment in Acquired Vacancy $4,809 $9,472 $5,264 $5,831 $25,376 $ in thousands. Any differences are a result of rounding. |
| © CTO Realty Growth, Inc. | ctoreit.com 26 Real Estate Portfolio Summary Total Portfolio as of December 31, 2023 Asset Type Number of Properties Square Feet Cash ABR PSF Occupancy Leased Occupancy Single Tenant 6 252 $21.98 100.0% 100.0% Multi-Tenant 14 3,461 $19.49 89.6% 92.8% Total Portfolio 20 3,712 $19.66 90.3% 93.3% Property Type Number of Properties Square Feet Cash ABR PSF Occupancy Leased Occupancy Retail 14 2,148 $19.24 94.2% 97.4% Office 1 210 $17.49 100.0% 100.0% Mixed Use 5 1,355 $20.66 82.5% 85.8% Total Portfolio 20 3,712 $19.66 90.3% 93.3% Total Portfolio as of December 31, 2022 Asset Type Number of Properties Square Feet Cash ABR PSF Occupancy Leased Occupancy Single Tenant 8 436 $19.69 100.0% 100.0% Multi-Tenant 15 3,283 $19.49 88.9% 92.0% Total Portfolio 23 3,719 $19.52 90.2% 92.9% Property Type Number of Properties Square Feet Cash ABR PSF Occupancy Leased Occupancy Retail 15 1,967 $18.47 91.4% 95.0% Office 3 395 $19.01 100.0% 100.0% Mixed Use 5 1,357 $21.18 85.7% 87.9% Total Portfolio 23 3,719 $19.52 90.2% 92.9% $ and square feet in thousands, except per square foot data. Any differences are a result of rounding. |
| © CTO Realty Growth, Inc. | ctoreit.com 27 Real Estate Portfolio Detail 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 69.5 560,658 86% 88% $19.01 Ashford Lane Lifestyle 2020 2005 43.7 277,192 76% 89% $23.41 Madison Yards Grocery-Anchored 2022 2019 10.3 162,521 98% 99% $30.32 The Exchange at Gwinnett Grocery-Anchored 2021/2023 2021/2023 16.4 93,366 100% 100% $36.51 Total Atlanta, GA 139.9 1,093,737 87% 91% $23.30 Dallas, TX Plaza at Rockwall Retail Power Center 2023 2007 42.0 446,521 96% 97% $12.70 The Shops at Legacy Lifestyle 2021 2007 12.7 237,572 63% 67% $22.11 Total Dallas, TX 54.7 684,093 85% 86% $15.97 Richmond, VA West Broad Village Grocery-Anchored 2022 2007 32.6 392,092 88% 94% $21.14 Jacksonville, FL The Strand at St. Johns Town Center Retail Power Center 2019 2017 52.0 211,197 92% 99% $23.69 Phoenix, AZ Crossroads Town Center Retail Power Center 2020 2005 31.1 221,658 99% 100% $19.74 Raleigh, NC Beaver Creek Crossings Retail Power Center 2021 2005 51.6 322,113 94% 97% $14.09 Any differences are a result of rounding. |
| © CTO Realty Growth, Inc. | ctoreit.com 28 Portfolio Detail 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% $17.49 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 1.5 136,240 80% 82% $21.75 Daytona Beach, FL Daytona Beach Restaurant Portfolio Single Tenant (5) 2018 / 2022 1915 - 2018 8.3 41,725 100% 100% $44.57 Salt Lake City, UT Jordan Landing Retail Power Center 2021 2003 16.1 170,996 100% 100% $9.90 Orlando, FL Winter Park Office Mixed Use 2021 1982 2.3 27,948 100% 100% $29.28 Total Portfolio 438.5 3,712,442 90% 93% $19.66 Any differences are a result of rounding. |
| © CTO Realty Growth, Inc. | ctoreit.com 29 Leasing Summary Renewals and Extensions Q1 2023 Q2 2023 Q3 2023 Q4 2023 2023 Leases 11 11 5 11 38 Square Feet 95 48 59 56 258 New Cash Rent PSF $22.71 $31.37 $20.79 $27.48 $24.92 Tenant Improvements $40 $13 $89 $ − $142 Leasing Commissions $68 $6 $63 $37 $173 Weighted Average Term 4.5 years 3.9 years 4.1 years 5.8 years 4.6 years New Leases Q1 2023 Q2 2023 Q3 2023 Q4 2023 2023 Leases 14 13 16 11 54 Square Feet 66 59 74 40 239 New Cash Rent PSF $21.85 $22.68 $29.49 $39.87 $27.46 Tenant Improvements $2,197 $734 $1,443 $2,714 $7,087 Leasing Commissions $630 $676 $802 $970 $3,079 Weighted Average Term 9.2 years 9.4 years 7.0 years 9.5 years 8.6 years All Leases Summary Q1 2023 Q2 2023 Q3 2023 Q4 2023 2023 Leases 25 24 21 22 92 Square Feet 161 107 133 97 497 New Cash Rent PSF $22.36 $26.58 $25.63 $32.66 $26.15 Tenant Improvements $2,237 $747 $1,532 $2,714 $7,229 Leasing Commissions $698 $682 $865 $1,007 $3,252 Weighted Average Term 6.4 years 6.5 years 5.9 years 7.7 years 8.7 years $ 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. |
| © CTO Realty Growth, Inc. | ctoreit.com 30 Comparable Leasing Summary 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 11 56 $27.48 $25.94 5.9% 5.8 $ − $37 Total 38 258 $24.92 $23.58 5.7% 4.6 $142 $173 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 5 18 $37.69 $23.74 58.7% 10.2 $1,635 $382 Total 23 84 $33.28 $29.76 11.8% 7.9 $3,091 $1,199 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 16 74 $29.95 $25.41 17.9% 7.1 $1,635 $419 Total 61 342 $26.97 $25.09 7.5% 7.4 $3,233 $1,372 $ 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. |
| © CTO Realty Growth, Inc. | ctoreit.com 31 Same-Property NOI Multi-Tenant Q1 2023 Q2 2023 Q3 2023 Q4 2023 2023 Number of Comparable Properties 11 11 12 11 9 Same-Property NOI – 2023 $8,402 $8,703 $8,971 $8,994 $29,218 Same-Property NOI – 2022 $8,576 $9,097 $9,575 $8,701 $30,451 $ Variance ($174) ($394) ($604) $293 ($1,233) % Variance (2.0%) (4.3%) (6.3%) 3.4% (4.0%) Single-Tenant Q1 2023 Q2 2023 Q3 2023 Q4 2023 2023 Number of Comparable Properties 5 5 4 3 3 Same-Property NOI – 2023 $1,901 $2,147 $1,791 $1,984 $5,323 Same-Property NOI – 2022 $1,856 $2,036 $1,699 $1,781 $4,940 $ Variance $45 $111 $92 $203 $383 % Variance 2.4% 5.5% 5.4% 11.4% 7.8% All Properties Q1 2023 Q2 2023 Q3 2023 Q4 2023 2023 Number of Comparable Properties 16 16 16 14 12 Same-Property NOI – 2023 $10,303 $10,850 $10,762 $10,978 $34,541 Same-Property NOI – 2022 $10,432 $11,133 $11,274 $10,482 $35,391 $ Variance ($129) ($283) ($512) $496 ($850) % Variance (1.2%) (2.5%) (4.5%) 4.7% (2.4%) $ and square feet in thousands, except per square foot data. Any differences are a result of rounding. |
| © CTO Realty Growth, Inc. | ctoreit.com 32 Lease Expiration Schedule Anchor Tenants Year Leases Expiring Expiring SF % of Total Cash ABR % of Total Cash ABR PSF 2024 4 101 3.0% $913 1.3% $8.99 2025 5 95 2.8% 2,187 3.0% $23.10 2026 9 280 8.4% 5,326 7.3% $19.04 2027 9 349 10.4% 3,937 5.4% $11.28 2028 13 695 20.7% 11,386 15.6% $16.39 2029 3 133 4.0% 1,215 1.7% $9.16 2030 2 67 2.0% 784 1.1% $11.63 2031 4 60 1.8% 854 1.2% $14.26 2032 5 77 2.3% 1,299 1.8% $16.82 Thereafter 9 263 7.8% 5,430 7.4% $20.65 Total 63 2,120 63.3% $33,331 45.7% $15.73 Small Shop Tenants Year Leases Expiring Expiring SF % of Total Cash ABR % of Total Cash ABR PSF 2024 40 131 3.9% $3,239 4.4% $24.66 2025 36 117 3.5% 3,764 5.2% $32.29 2026 52 185 5.5% 5,350 7.3% $28.91 2027 60 178 5.3% 5,098 7.0% $28.59 2028 44 175 5.2% 5,838 8.0% $33.33 2029 31 111 3.3% 3,772 5.2% $33.91 2030 31 104 3.1% 3,680 5.0% $35.32 2031 26 65 1.9% 2,368 3.2% $36.43 2032 26 77 2.3% 2,651 3.6% $34.31 Thereafter 24 88 2.6% 3,888 5.3% $44.18 Total 370 1,231 36.7% $39,648 54.3% $32.20 $ and square feet in thousands, except per square foot data. Any differences are a result of rounding. |
| © CTO Realty Growth, Inc. | ctoreit.com 33 Lease Expiration Schedule Total Year Leases Expiring Expiring SF % of Total Cash ABR % of Total Cash ABR PSF 2024 44 232 6.9% $4,152 5.7% $17.83 2025 41 212 6.3% 5,951 8.2% $28.17 2026 61 465 13.9% 10,676 14.6% $22.97 2027 69 527 15.7% 9,035 12.4% $17.13 2028 57 870 26.0% 17,224 23.6% $19.80 2029 34 244 7.3% 4,987 6.8% $20.45 2030 33 171 5.1% 4,464 6.1% $26.01 2031 30 125 3.7% 3,222 4.4% $25.79 2032 31 154 4.6% 3,950 5.4% $25.57 Thereafter 33 351 10.5% 9,318 12.8% $26.55 Total 433 3,351 100.0% $72,979 100.0% $21.78 $ and square feet in thousands, except per square foot data. Any differences are a result of rounding. |
| © CTO Realty Growth, Inc. | ctoreit.com 34 Top Tenant Summary Tenant/Concept Credit Rating1 Leases Leased Square Feet % of Total Cash ABR % of Total Fidelity A+ / A3 2 218 5.9% $3,674 5.0% AMC CCC+ / Caa2 2 90 2.4% 2,189 3.0% Best Buy BBB+ / A3 3 112 3.0% 1,749 2.4% Whole Foods Market AA- / A1 1 60 1.6% 1,633 2.2% Southern University NR / NR 1 60 1.6% 1,616 2.2% Ross/dd’s Discount BBB+ / A2 4 106 2.9% 1,334 1.8% Dick’s Sporting Goods BBB / Baa3 2 95 2.6% 1,244 1.7% Darden Restaurants BBB / Baa2 3 25 0.7% 1,195 1.6% TJ Maxx/HomeGoods/Marshalls A / A2 3 100 2.7% 1,109 1.5% Publix NR / NR 1 54 1.5% 1,076 1.5% Harkins Theatres NR / NR 1 56 1.5% 1,066 1.5% Landshark Bar & Grill NR / NR 1 6 0.2% 904 1.2% Hobby Lobby NR / NR 1 55 1.5% 743 1.0% Burlington BB+ / Ba2 1 47 1.3% 723 1.0% Academy Sports & Outdoors BB / Ba2 1 73 2.0% 709 1.0% REI NR / NR 1 27 0.7% 706 1.0% At Home CCC / Caa3 1 99 2.7% 696 1.0% Other 404 2,068 55.7% 50,613 69.4% Total Occupied 433 3,351 90.3% $72,979 100.0% Vacant − 362 9.7% Total 433 3,712 100.0% $ and square feet in thousands. Any differences are a result of rounding. 1. Credit Rating is the available rating from S&P Global Ratings and/or Moody’s Investors Service, as of December 31, 2023. “NR” indicates the company is not rated. |
| © CTO Realty Growth, Inc. | ctoreit.com 35 Geographic Diversification 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 29% $25,484 35% $157,289 220,742 1.0% Dallas, TX 2 684 18% 10,926 15% 149,374 205,776 0.8% Richmond, VA 1 392 11% 8,290 11% 146,903 175,023 0.4% Jacksonville, FL 1 211 6% 5,004 7% 93,407 201,089 0.6% Raleigh, NC 1 322 9% 4,540 6% 181,119 133,529 0.9% Phoenix, AZ 1 222 6% 4,376 6% 143,944 314,629 0.4% Albuquerque, NM 1 210 6% 3,674 5% 68,911 50,072 5.9% Houston, TX 1 201 5% 3,352 5% 116,635 277,236 0.8% Santa Fe, NM 1 136 4% 2,963 4% 115,000 63,960 (0.2%) Daytona Beach, FL 5 42 1% 1,860 3% 61,420 109,883 0.1% Salt Lake City, UT 1 171 5% 1,693 2% 109,138 363,721 0.4% Orlando, FL 1 28 1% 818 1% 105,465 277,376 0.4% Total 20 3,712 100% $72,979 100% $139,052 200,929 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 29% $25,484 35% $157,289 220,742 1.0% Texas 3 885 24% 14,278 20% 141,689 222,552 0.8% Virginia 1 392 11% 8,290 11% 146,903 175,023 0.4% Florida 7 281 8% 7,682 11% 86,947 187,134 0.5% New Mexico 2 346 9% 6,637 9% 89,485 56,272 3.2% North Carolina 1 322 9% 4,540 6% 181,119 133,529 0.9% Arizona 1 222 6% 4,376 6% 143,944 314,629 0.4% Utah 1 171 5% 1,693 2% 109,138 363,721 0.4% Total 20 3,712 100% $72,979 100% $139,052 200,929 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 36 Other Assets Investment Securities Shares & Operating Partnership Units Owned Value Per Share December 31, 2023 Estimated Value Annualized Dividend Per Share In-Place Annualized Dividend Income Alpine Income Property Trust 2,333 $16.91 $39,445 $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 $1,8571 7.25% Sabal Pavilion First Mortgage December 2023 June 2024 15,400 15,400 7.50% 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 $69,100 $62,257 8.40% Subsurface Interests Acreage Estimated Value Acres Available for Sale 351,581 acres $5,000 Mitigation Credits and Rights State Credits Federal Credits Total Book Value Mitigation Credits 16.2 1.8 $1,044 $ and square feet in thousands, except per square foot data. Any differences are a result of rounding. 1. The Phase II Exchange at Gwinnett loan was paid off in January 2024 in conjunction with CTO’s acquisition of the final property that was part of the Phase II Exchange at Gwinnett project. |
| © CTO Realty Growth, Inc. | ctoreit.com 37 2024 Guidance Low High Core FFO Per Diluted Share $1.56 − $1.64 AFFO Per Diluted Share $1.70 − $1.78 The Company’s estimated Core FFO per diluted share and AFFO per diluted share for 2024 is as follows: The Company’s 2024 guidance includes but is not limited to the following assumptions: Low High Same-Property NOI Growth1,2 2% − 4% General and Administrative Expense $15.2 − $16.2 Weighted Average Diluted Shares Outstanding 22.5 − 22.5 Year-end 2024 Leased Occupancy2 95% − 96% Investments $100 − $150 Target Initial Investment Cash Yield 7.75% − 8.25% Dispositions $75 − $125 Target Disposition Cash Yield 7.50% − 8.25% $ 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 38 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 B. Riley John Massocca jmassocca@brileyfin.com (646) 885-5424 BTIG Michael Gorman mgorman@btig.com (212) 738-6138 Compass Point Floris van Dijkum fvandijkum@compasspointllc.com (646) 757-2621 EF Hutton Michael Albanese malbanese@efhuttongroup.com (212) 970-5258 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 |
| © CTO Realty Growth, Inc. | ctoreit.com 39 Safe Harbor 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; credit risk associated with the Company investing in structured investments; 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, 2023 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 presentation to reflect subsequently occurring events or circumstances. |
| © CTO Realty Growth, Inc. | ctoreit.com 40 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. 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 real estate related depreciation and amortization, as well as extraordinary items (as defined by GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and impairments associated with the implementation of current expected credit losses on commercial loans and investments at the time of origination, 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, subsurface sales, investment securities, 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 real estate related depreciation and amortization, as well as extraordinary items (as defined by GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets, impairments associated with the implementation of current expected credit losses on commercial loans and investments at the time of origination, 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, other non-recurring items such as termination fees, forfeitures of tenant security deposits, and certain adjustments to reconciliation estimates related to reimbursable revenue for recently acquired properties, and other non-cash income or expense. 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, subsurface sales, investment securities, and land sales, in addition to the mark-to-market of the Company’s investment securities. 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 41 Non-GAAP Financial Measures (Continued) To derive Same-Property NOI, GAAP net income or loss attributable to the Company is adjusted to exclude real estate related depreciation and amortization, as well as extraordinary items (as defined by GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets, impairments associated with the implementation of current expected credit losses on commercial loans and investments at the time of origination, 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, other non-recurring items such as termination fees, forfeitures of tenant security deposits, and certain adjustments to reconciliation estimates related to reimbursable revenue for recently acquired properties, 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 42 Definitions & Terms References and terms used in this presentation that are in addition to terms defined in the Non-GAAP Financial Measures include: ▪ This presentation was published on February 22, 2024. ▪ All information is as of December 31, 2023, unless otherwise noted. ▪ Any calculation differences are assumed to be a result of rounding. ▪ “2024 Guidance” in this presentation is based on the 2024 Guidance provided in the Company’s Fourth Quarter and Full Year 2023 Operating Results press release filed on February 22, 2024. ▪ “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 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”). The Company defines an Investment Grade Rated Tenant as 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 of Baa3, BBB-, or NAIC-2 or higher. If applicable, in the event of a split rating between S&P Global Ratings and Moody’s Investors Services, the Company utilizes the higher of the two ratings as its reference point as to whether a tenant is defined as an Investment Grade Rated Tenant. ▪ “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 as of the referenced period on the respective slide. ▪ “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. |
