8-K
CTO Realty Growth, Inc. (CTO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2023
CTO Realty Growth, Inc.
(Exact name of registrant as specified in its charter)
| <br><br> | <br><br> | <br><br> |
|---|---|---|
| Maryland<br><br>(State or other jurisdiction of incorporation) | 001-11350<br><br>(Commission File Number) | 59-0483700<br><br>(IRS Employer Identification No.) |
| 369 N. New York Avenue ,<br><br>Suite 201<br><br>Winter Park , Florida<br><br>(Address of principal executive offices) | 32789<br><br>(Zip Code) |
Registrant’s telephone number, including area code: (407) 904-3324
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| .01 | |||
|---|---|---|---|
| Title of each class: | Trading Symbol | **** | Name of each exchange on which registered: |
| Common Stock, 0.01 par value per share | CTO | NYSE<br><br> | |
| 6.375% Series A Cumulative Redeemable Preferred Stock, 0.01 par value per share | <br><br>CTO PrA | | <br><br>NYSE |
All values are in US Dollars.
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 23, 2023, CTO Realty Growth, Inc., a Maryland corporation (the "Company"), issued an earnings press release, an investor presentation, and a supplemental disclosure package relating to the Company’s financial results for the quarter and year ended December 31, 2022. 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 23, 2023, the Company issued an earnings press release, an investor presentation, and a supplemental disclosure package relating to the Company’s financial results for the quarter and year ended December 31, 2022. 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
| |
|---|
| 99.1 Earnings Press Release dated February 23, 2023 |
| 99.2 Investor Presentation dated February 23, 2023 |
| 99.3 Supplemental Disclosure Package |
| 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 23, 2023
CTO Realty Growth, Inc.
By: /s/ Matthew M. Partridge
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
Press

Press Release
Contact:Matthew M. Partridge
Senior Vice President, Chief Financial Officer, and Treasurer
(407) 904-3324
mpartridge@ctoreit.com
| FOR<br><br>IMMEDIATE<br><br>RELEASE | <br><br>CTO Realty Growth Reports Full Year and Fourth Quarter 2022 Operating Results |
|---|
WINTER PARK, FL – February 23, 2023 – 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, 2022.
Select Full Year 2022 Highlights
◾Reported a Net Loss per diluted share attributable to common stockholders of ($0.09) for the year ended December 31, 2022.
◾Reported Core FFO per diluted share attributable to common stockholders of $1.74 for the year ended December 31, 2022.
◾Reported AFFO per diluted share attributable to common stockholders of $1.83 for the year ended December 31, 2022.
◾Invested a record $314.0 million into five mixed-use or retail property acquisitions totaling 1.3 million square feet at a weighted-average going-in cash cap rate of 7.5%.
◾Originated structured investments totaling $59.2 million at a weighted-average initial yield of 8.2%.
◾Sold six income properties for total disposition volume of $81.1 million at a blended exit cap rate of 6.2%.
◾Reported an increase of 13.0% in Same-Property NOI as compared to the year-ended December 31, 2021.
◾Purchased 155,665 shares of common stock of Alpine Income Property Trust, Inc. (“PINE”) at a weighted average gross price of $17.57 per share and recognized a non-cash, unrealized loss of $1.7 million on the mark-to-market of the Company’s investment in PINE.
◾Issued a combined 5,016,026 shares of common stock through the Company’s inaugural follow-on equity offering and under its ATM offering program at a weighted average gross price of $19.73 per share, for total net proceeds of $95.3 million.
◾Paid regular common stock cash dividends during the full year of 2022 of $1.49 per share, a 12.0% increase over the Company’s 2021 common stock cash dividends.
Select Fourth Quarter 2022 Highlights
◾Reported a Net Loss per diluted share attributable to common stockholders of ($0.21) for the quarter ended December 31, 2022.
◾Reported Core FFO per diluted share attributable to common stockholders of $0.34 for the quarter ended December 31, 2022.
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| ◾ | Reported AFFO per diluted share attributable to common stockholders of $0.37 for the quarter ended December 31, 2022. |
|---|---|
| ◾ | Completed three mixed-use or retail property acquisitions totaling 1.0 million square feet for a gross value of $194.7 million at a weighted-average going-in cash cap rate of 8.0%. |
| --- | --- |
| ◾ | The Company sold 100% of its ownership interest in the entity that owned all of the Company’s mitigation credit rights for gross proceeds of $8.1 million. As part of the transaction, the Company retained the right to 35 mitigation credits and/or mitigation credit rights for future sale. |
| --- | --- |
| ◾ | Reported a decrease in Same-Property NOI of (6.9%) as compared to the fourth quarter of 2021. |
| --- | --- |
| ◾ | Completed inaugural follow-on underwritten public common equity offering during the fourth quarter of 2022, issuing 3,450,000 shares of common stock at a price per share of $19.00, generating net proceeds of approximately $62.4 million. |
| --- | --- |
| ◾ | Paid a common stock cash dividend $0.38 per share, representing a 14.0% increase over the fourth quarter 2021 quarterly common stock cash dividend. |
| --- | --- |
CEO Comments
“2022 was another record year of transaction and capital markets activities for us at CTO and we are fortunate to have executed on a number of high-quality retail property acquisitions at favorable yields with an attractive investment basis in our target growth markets. Our portfolio is now comprised of some of the strongest employment and population locations in the country, primarily concentrated in the southeast and southwest in high-demand markets such as Atlanta, Dallas and Raleigh,” said John P. Albright, President and Chief Executive Officer of CTO Realty Growth. “We enter 2023 with a tremendous amount of opportunity to grow long-term portfolio-level cash flow as we lease up acquired vacancy and benefit from the resilient tenant demand and consumer traffic strength occurring in many of our top markets. Our well-positioned balance sheet has ample liquidity for targeted investment and we’re hopeful that we’ll see more attractive acquisition opportunities as the year progresses. When we combine our growth prospects with our expanding pipeline of signed leases that have yet to commence rent and our attractive 8.1% dividend yield, we’re optimistic we can bring all of these components together to drive long-term shareholder value.”
Year-to-Date Financial Results Highlights
The table below provides a summary of the Company’s operating results for the year ended December 31, 2022:
| (in thousands, except per share data) | Year Ended<br><br>December 31, 2022 | | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net Income Attributable to the Company^^ | $ | 3,158 | | 29,940 | | (26,782) | (89.5%) | |||
| Net Income (Loss) Attributable to Common Stockholders ^^ | $ | (1,623) | | 27,615 | | (29,238) | (105.9%) | |||
| Net Income (Loss) per Share Attributable to Common Stockholders^(1)^ | $ | (0.09) | | 1.56 | | (1.65) | (105.8%) | |||
| | | | | | | | | | | |
| Core FFO Attributable to Common Stockholders ^(2)^ | $ | 32,212 | | 22,766 | | 9,446 | 41.5% | |||
| Core FFO per Common Share – Diluted^(2)^ | $ | 1.74 | | 1.29 | | 0.45 | 34.9% | |||
| | | | | | | | | | | |
| AFFO Attributable to Common Stockholders ^(2)^ | $ | 33,925 | | 25,676 | | 8,249 | 32.1% | |||
| AFFO per Common Share – Diluted^(2)^ | $ | 1.83 | | 1.45 | | 0.38 | 26.2% | |||
| | | | | | | | | | | |
| Dividends Declared and Paid, per Preferred Share | $ | 1.59 | 0.77 | | 0.82 | 105.7% | ||||
| Dividends Declared and Paid, per Common Share | $ | 1.49 | | 1.33 | | 0.16 | 12.0% |
All values are in US Dollars.
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| ^(1)^ | The denominator for this measure in 2022 excludes the impact of 3.1 million shares related to the Company’s adoption of ASU 2020-06, effective January 1, 2022, which requires presentation on an if-converted basis for its 2025 Convertible Senior Notes, as the impact would be anti-dilutive. |
|---|---|
| ^(2)^ | See the “Non-GAAP Financial Measures” section and tables at the end of this press release for a discussion and reconciliation of Net Income Attributable to the Company to non-GAAP financial measures, including FFO Attributable to Common Stockholders, FFO per Common Share - Diluted, Core FFO Attributable to Common Stockholders, Core FFO per Common Share – Diluted, AFFO Attributable to Common Stockholders and AFFO per Common Share - Diluted. |
| --- | --- |
Quarterly Financial Results Highlights
The table below provides a summary of the Company’s operating results for the three months ended December 31, 2022:
| (in thousands, except per share data) | For the Three<br><br>Months Ended<br><br>December 31, 2022 | | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net Income (Loss) Attributable to the Company^^ | $ | (3,079) | | 1,932 | | (5,011) | (259.4%) | |||
| Net Income (Loss) Attributable to Common Stockholders ^^ | $ | (4,274) | | 736 | | (5,010) | (680.7%) | |||
| Net Income (Loss) per Share Attributable to Common Stockholders^(1)^ | $ | (0.21) | | 0.04 | | (0.25) | (625.0%) | |||
| | | | | | | | | | | |
| Core FFO Attributable to Common Stockholders ^(2)^ | $ | 6,816 | | 6,713 | | 103 | 1.5% | |||
| Core FFO per Common Share – Diluted^(2)^ | $ | 0.34 | | 0.38 | | (0.04) | (10.5%) | |||
| | | | | | | | | | | |
| AFFO Attributable to Common Stockholders ^(2)^ | $ | 7,361 | | 7,272 | | 89 | 1.2% | |||
| AFFO per Common Share – Diluted^(2)^ | $ | 0.37 | | 0.41 | | (0.04) | (9.8%) | |||
| | | | | | | | | | | |
| Dividends Declared and Paid, per Preferred Share | $ | 0.40 | 0.40 | | 0.00 | 0.00% | ||||
| Dividends Declared and Paid, per Common Share | $ | 0.38 | | 0.33 | | 0.05 | 14.0% |
All values are in US Dollars.
| ^(1)^ | The denominator for this measure in 2022 excludes the impact of 3.2 million shares related to the Company’s adoption of ASU 2020-06, effective January 1, 2022, which requires presentation on an if-converted basis for its 2025 Convertible Senior Notes, as the impact would be anti-dilutive. |
|---|---|
| ^(2)^ | See the “Non-GAAP Financial Measures” section and tables at the end of this press release for a discussion and reconciliation of Net Income (Loss) Attributable to the Company to non-GAAP financial measures, including FFO Attributable to Common Stockholders, FFO per Common Share - Diluted, Core FFO Attributable to Common Stockholders, Core FFO per Common Share – Diluted, AFFO Attributable to Common Stockholders and AFFO per Common Share - Diluted. |
| --- | --- |
Investments
During the year ended December 31, 2022, the Company invested a record $314.0 million into five mixed-use or retail property acquisitions totaling 1.3 million square feet and originated four structured investments to provide $59.2 million of funding towards retail and mixed-use properties. These 2022 acquisitions and structured investments were completed at a weighted average going-in yield of 7.7%.
During the three months ended December 31, 2022, the Company completed three mixed-use or retail property acquisitions totaling 1.0 million square feet for a gross value of $194.7 million at a weighted-average going-in cash cap rate of 8.0%. The Company’s fourth quarter 2022 investments included the following:
| ◾ | Acquired West Broad Village, a 392,000 square foot grocery-anchored lifestyle property situated 32.6 acres in the Short Pump submarket of Richmond, Virginia for a purchase price of $93.9 million. The property, anchored by Whole Foods and REI, is comprised of approximately 297,700 square feet of retail and 94,300 square feet of complementary office and includes a combination of national and local tenants spanning the grocery, food & beverage, entertainment, education, home décor, childcare and medical sectors. |
|---|
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| ◾ | Purchased The Collection at Forsyth, a 560,000 square foot lifestyle, mixed-use property spanning 58.9 acres in the Forsyth County submarket of Atlanta, Georgia for a purchase price of $96.0 million. Built in 2008, the property provides a mix of national and local tenants, including Academy Sports, AMC Theatres, Children’s Healthcare of Atlanta, Ted’s Montana Grill, DSW and Barnes & Noble. |
|---|---|
| ◾ | Acquired an assemblage of five restaurant and parking parcels encompassing 28,500 square feet of leasable space across 3.8 acres in the tourist district of Daytona Beach, Florida for $4.8 million. The properties are less than one mile from the Company’s two existing beachside Daytona Beach restaurant properties, which are seeing record gross revenues despite disruption from last year’s hurricane season. The Company intends to lease the properties to new operators after purchasing the portfolio off-market from the prior owner who has made the decision to retire after operating the properties for the past three decades. |
| --- | --- |
Dispositions
During the year ended December 31, 2022, the Company sold six properties, two of which were classified as commercial loan investments due to the respective tenants’ repurchase options, for $81.1 million at a weighted average exit cap rate of 6.2%.
Portfolio Summary
The Company’s income property portfolio consisted of the following as of December 31, 2022:
| <br><br>Asset Type | # of Properties | Square Feet | Weighted Average Remaining Lease Term |
|---|---|---|---|
| Single Tenant | 8 | 436 | 5.7 years |
| Multi-Tenant | 15 | 3,283 | 4.8 years |
| Total / Weighted Average Lease Term | 23 | 3,719 | 5.5 years |
| Property Type | # of Properties | **** | Square Feet | % of Cash Base Rent | ||
|---|---|---|---|---|---|---|
| Retail | 15 | 1,967 | 50.1% | |||
| Office | | 3 | | 395 | | 10.3% |
| Mixed-Use | | 5 | | 1,357 | | 39.6% |
| Total / Weighted Average Lease Term | 23 | 3,719 | 100% |
Square feet in thousands.
| Leased Occupancy | 92.9% | | |
|---|---|---|---|
| Occupancy | 90.2% | | |
Same Property Net Operating Income
During the full year of 2022, the Company’s Same-Property NOI totaled $22.9 million, an increase of 13.0% over the comparable prior year period, as presented in the following table.
| Year Ended<br><br>December 31, 2022 | Year Ended<br><br>December 31, 2021 | | Variance to Comparable Period in the Prior Year | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Single Tenant | $ | 8,557 | | $ | 8,238 | | $ | 319 | 3.9% |
| Multi-Tenant | | 14,300 | | | 11,988 | | | 2,312 | 19.3% |
| Total | $ | 22,857 | | $ | 20,226 | | $ | 2,631 | 13.0% |
In thousands.
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The Company’s Same-Property NOI totaled $8.1 million during the fourth quarter of 2022, a decrease of (6.9%) over the comparable prior year period, as presented in the following table.
| For the Three<br><br>Months Ended<br><br>December 31, 2022 | For the Three<br><br>Months Ended<br><br>December 31, 2021 | | Variance to Comparable Period in the Prior Year | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Single Tenant | $ | 2,745 | | $ | 2,758 | | $ | (13) | (0.5%) |
| Multi-Tenant | | 5,370 | | | 5,958 | | | (588) | (9.9%) |
| Total | $ | 8,115 | | $ | 8,716 | | $ | (601) | (6.9%) |
In thousands.
Leasing Activity
During the year ended December 31, 2022, the Company signed 60 leases totaling 216,931 square feet. On a comparable basis, which excludes vacancy existing at the time of acquisition, CTO signed 35 leases totaling 127,673 square feet at an average cash base rent of $32.29 per square foot compared to a previous average cash base rent of $27.54 per square foot, representing 17.3% comparable growth.
A summary of the Company’s overall leasing activity for the year ended December 31, 2022, is as follows:
| <br><br> | Square Feet | Weighted Average Lease Term | Cash Rent Per Square Foot | | Tenant Improvements | | Leasing Commissions | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| New Leases | | 121.6 | | 9.4 years | | $32.24 | | $ | 6,746 | | $ | 2,024 |
| Renewals & Extensions | 95.3 | | 5.3 years | | $30.24 | | $ | 395 | | $ | 150 | |
| Total / Weighted Average | 216.9 | | 7.6 years | | $31.36 | | $ | 7,141 | | $ | 2,174 |
In thousands except for per square foot and weighted average lease term data.
During the fourth quarter of 2022, the Company signed 14 leases totaling 43,568 square feet. On a comparable basis, which excludes vacancy existing at the time of acquisition, CTO signed 9 leases totaling 20,860 square feet at an average cash base rent of $29.59 per square foot compared to a previous average cash base rent of $26.86 per square foot, representing 10.1% comparable growth.
A summary of the Company’s overall leasing activity for the quarter ended December 31, 2022, is as follows:
| <br><br> | Square Feet | Weighted Average Lease Term | Cash Rent Per Square Foot | | Tenant Improvements | | Leasing Commissions | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| New Leases | | 22.7 | | 8.5 years | | $25.18 | | $ | 309 | | $ | 362 |
| Renewals & Extensions | 20.9 | | 4.2 years | | $29.59 | | $ | 27 | | $ | 12 | |
| Total / Weighted Average | 43.6 | | 6.2 years | | $27.29 | | $ | 336 | | $ | 374 |
In thousands except for per square foot and weighted average lease term data.
Subsurface Interests and Mitigation Credits
During the year ended December 31, 2022, the Company sold approximately 14,600 acres of subsurface oil, gas and mineral rights for $1.7 million, resulting in aggregate gains of $1.6 million. As of December 31, 2022, the Company owns full or fractional subsurface oil, gas, and mineral interests underlying approximately 355,000 “surface” acres of land owned by others in 19 counties in Florida.
During the three months ended December 31, 2022, the Company sold approximately 3 acres of subsurface oil, gas, and mineral rights for $0.1 million, resulting in aggregate gains of $0.1 million.
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During the year ended December 31, 2022, the Company sold approximately 34.4 mitigation credits for $3.5 million, resulting in aggregate gains of $1.1 million.
During the three months ended December 31, 2022, the Company sold approximately 7.3 mitigation credits for $0.9 million, resulting in aggregate gains of $0.3 million.
In addition to the Company’s mitigation credit sales throughout the year 2022, during the fourth quarter, the Company sold 100% of its ownership interest in the entity that owned all of the Company’s mitigation credit rights for gross proceeds of $8.1 million. As part of the transaction, the Company retained the right to 35 mitigation credits and/or mitigation credit rights for future sale.
Capital Markets and Balance Sheet
During the quarter ended December 31, 2022, the Company completed the following notable capital markets activities:
| ◾ | On December 5, 2022, the Company closed its underwritten public offering of 3,450,000 shares of common stock, which includes the full exercise of the underwriters’ option to purchase additional shares, at a price to the public of $19.00 per share, generating net proceeds of $62.4 million. |
|---|---|
| ◾ | Issued 604,765 common shares under its ATM offering program at a weighted average gross price of $20.29 per share, for total net proceeds of $12.1 million. |
| --- | --- |
The following table provides a summary of the Company’s long-term debt, at face value, as of December 31, 2022:
| 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 | $113.8 million | SOFR + 10 bps + [1.25% – 2.20%] | January 2027 |
| 2027 Term Loan ^(3)^ | $100.0 million | SOFR + 10 bps + [1.25% – 2.20%] | January 2027 |
| 2028 Term Loan ^(4)^ | $100.0 million | SOFR + 10 bps + [1.20% – 2.15%] | January 2028 |
| Total Debt / Weighted Average Interest Rate | $447.6 million | 3.94% | |
| ^(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 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. | ||
| --- | --- | ||
| ^(4)^ | The Company entered into 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, 2022, the Company’s net debt to Pro Forma EBITDA was 7.3 times, and as defined in the Company’s credit agreement, the Company’s fixed charge coverage ratio was 3.4 times. As of December 31, 2022, the Company’s net debt to total enterprise value was 46.4%. 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 22, 2022, the Company announced a cash dividend on its common stock and Series A Preferred stock for the fourth quarter of 2022 of $0.38 per share and $0.40 per share, respectively, payable on December 30, 2022 to stockholders of record as of the close of business on December 12, 2022. The fourth quarter 2022 common stock cash
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dividend represents a 14.0% increase over the comparable prior year period quarterly dividend and a payout ratio of 111.8% and 102.7% of the Company’s fourth quarter 2022 Core FFO per diluted share and AFFO per diluted share, respectively.
During the year ended December 31, 2022, the Company paid cash dividends on its common stock and Series A Preferred stock of $1.49 per share and $1.59 per share, respectively. The 2022 common stock cash dividends represent a 12.0% increase over the Company’s full year 2021 common stock cash dividends and payout ratios of 85.8% and 81.6% of the Company’s full year 2022 Core FFO per diluted share and AFFO per diluted share, respectively.
On February 22, 2023, the Company declared a common stock cash dividend for the first quarter of 2023 of $0.38 per share, representing an annualized yield of 8.1% based on the closing price of the Company’s common stock on February 22, 2023.
2023 Guidance
The Company’s estimated Core FFO per diluted share and AFFO per diluted share for 2023 is as follows:
| | 2023 Guidance Range | ||
|---|---|---|---|
| | Low | | High |
| Core FFO Per Diluted Share | $1.50 | to | $1.55 |
| AFFO Per Diluted Share | $1.64 | to | $1.69 |
The Company’s 2023 guidance includes but is not limited to the following assumptions:
| ◾ | Same-Property NOI growth of 1% to 4%, including the impact of elevated bad debt expense, occupancy loss and costs associated with tenants in bankruptcy and/or tenant lease defaults |
|---|---|
| ◾ | General and administrative expense within a range of $14 million to $15 million |
| --- | --- |
| ◾ | Weighted average diluted shares outstanding between 22.8 million shares and 23.6 million shares |
| --- | --- |
| ◾ | Year-end 2023 leased occupancy projected to be within a range of 94% to 95% before any potential impact from 2023 income property acquisitions and/or dispositions |
| --- | --- |
| ◾ | Investment in income producing assets, including structured investments, between $100 million and $250 million at a weighted average initial cash yield between 7.25% and 8.00% |
| --- | --- |
| ◾ | Disposition of assets between $5 million and $75 million at a weighted average exit cash yield between 6.00% and 7.50% |
| --- | --- |
Earnings Conference Call & Webcast
The Company will host a conference call to present its operating results for the quarter and year ended December 31, 2022 on Friday, February 24, 2023, at 9:00 AM ET.
A live webcast of the call will be available on the Investor Relations page of the Company’s website at www.ctoreit.com or at the link provided in the event details below. To access the call by phone, please go to the link provided in the event details below and you will be provided with dial-in details.
Webcast: https://edge.media-server.com/mmc/p/2wxuo8wm
Dial-In: https://register.vevent.com/register/BI79f7467911aa4987b972fb9149643328
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We encourage participants to dial into the conference call at least fifteen minutes ahead of the scheduled start time. A replay of the earnings call will be archived and available online through the Investor Relations section of the Company’s website at www.ctoreit.com.
About CTO Realty Growth, Inc.
CTO Realty Growth, Inc. is a publicly traded real estate investment trust that owns and operates a portfolio of high-quality, retail-based properties located primarily in higher growth markets in the United States. CTO also externally manages and owns a meaningful interest in Alpine Income Property Trust, Inc. (NYSE: PINE), a publicly traded net lease REIT.
We encourage you to review our most recent investor presentation and supplemental financial information, which is available on our website at www.ctoreit.com.
Safe Harbor
Certain statements contained in this press release (other than statements of historical fact) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can typically be identified by words such as “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,” “could,” “may,” “should,” “plan,” “potential,” “predict,” “forecast,” “project,” and similar expressions, as well as variations or negatives of these words.
Although forward-looking statements are made based upon management’s present expectations and reasonable beliefs concerning future developments and their potential effect upon the Company, a number of factors could cause the Company’s actual results to differ materially from those set forth in the forward-looking statements. Such factors may include, but are not limited to: the Company’s ability to remain qualified as a REIT; the Company’s exposure to U.S. federal and state income tax law changes, including changes to the REIT requirements; general adverse economic and real estate conditions; macroeconomic and geopolitical factors, including but not limited to inflationary pressures, interest rate volatility, global supply chain disruptions, and ongoing geopolitical war; the ultimate geographic spread, severity and duration of pandemics such as the COVID-19 Pandemic and its variants, actions that may be taken by governmental authorities to contain or address the impact of such pandemics, and the potential negative impacts of such pandemics on the global economy and the Company’s financial condition and results of operations; the inability of major tenants to continue paying their rent or obligations due to bankruptcy, insolvency or a general downturn in their business; the loss or failure, or decline in the business or assets of PINE; the completion of 1031 exchange transactions; the availability of investment properties that meet the Company’s investment goals and criteria; the uncertainties associated with obtaining required governmental permits and satisfying other closing conditions for planned acquisitions and sales; and the uncertainties and risk factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and other risks and uncertainties discussed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission.
There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to update the information contained in this press release to reflect subsequently occurring events or circumstances.
Page 8
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 extraordinary items (as defined by GAAP), net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and real estate related depreciation and amortization, including the pro rata share of such adjustments of unconsolidated subsidiaries. The Company also excludes the gains or losses from sales of assets incidental to the primary business of the REIT which specifically include the sales of mitigation credits, impact fee credits, subsurface sales, and land sales, in addition to the mark-to-market of the Company’s investment securities and interest related to the 2025 Convertible Senior Notes, if the effect is dilutive. To derive Core FFO, we modify the NAREIT computation of FFO to include other adjustments to GAAP net income related to gains and losses recognized on the extinguishment of debt, amortization of above- and below-market lease related intangibles, and other unforecastable market- or transaction-driven non-cash items. To derive AFFO, we further modify the NAREIT computation of FFO and Core FFO to include other adjustments to GAAP net income related to non-cash revenues and expenses such as straight-line rental revenue, non-cash compensation, and other non-cash amortization, as well as adding back the interest related to the 2025 Convertible Senior Notes, if the effect is dilutive. Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance. We use AFFO as one measure of our performance when we formulate corporate goals.
To derive Pro Forma EBITDA, GAAP net income or loss attributable to the Company is adjusted to exclude extraordinary items (as defined by GAAP), net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and real estate related depreciation and amortization, including the pro rata share of such adjustments of unconsolidated subsidiaries, non-cash revenues and expenses such as straight-line rental revenue, amortization of deferred financing costs, above- and below-market lease related intangibles, non-cash compensation, and other non-cash income or expense. Cash interest expense is also excluded from Pro Forma EBITDA, and GAAP net income or loss is adjusted for the annualized impact of acquisitions, dispositions and other similar activities.
To derive Same-Property NOI, GAAP net income or loss attributable to the Company is adjusted to exclude extraordinary items (as defined by GAAP), gain or loss on disposition of assets, gain or loss on extinguishment of debt, impairment charges, and depreciation and amortization, including the pro rata share of such adjustments of unconsolidated subsidiaries, if any, non-cash revenues and expenses such as above- and below-market lease related intangibles, straight-line rental revenue, and other non-cash income or expense. Interest expense, general and administrative expenses, investment and other income or loss, income tax benefit or expense, real estate operations revenues and direct cost of revenues, management fee income, and interest income from commercial loans and investments are also excluded from Same-Property NOI. GAAP net income or loss is further adjusted to remove the impact of properties that were not owned for the full current and prior year reporting periods presented. Cash rental income received under the leases pertaining to the Company’s assets that are presented as commercial loans and investments in accordance with GAAP is also used in lieu of the interest income equivalent.
Page 9
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 10
CTO Realty Growth, Inc.
Consolidated Balance Sheets
(In thousands, except share and per share data)
| | | As of | ||||
|---|---|---|---|---|---|---|
| | **** | December 31, 2022 | **** | December 31, 2021 | ||
| ASSETS | | | | | | |
| Real Estate: | | | | | | |
| Land, at Cost | | $ | 233,930 | | $ | 189,589 |
| Building and Improvements, at Cost | | | 530,029 | | | 325,418 |
| Other Furnishings and Equipment, at Cost | | | 748 | | | 707 |
| Construction in Process, at Cost | | | 6,052 | | | 3,150 |
| Total Real Estate, at Cost | | | 770,759 | | | 518,864 |
| Less, Accumulated Depreciation | | | (36,038) | | | (24,169) |
| Real Estate—Net | | | 734,721 | | | 494,695 |
| Land and Development Costs | | | 685 | | | 692 |
| Intangible Lease Assets—Net | | | 115,984 | | | 79,492 |
| Assets Held for Sale | | | — | | | 6,720 |
| Investment in Alpine Income Property Trust, Inc. | | | 42,041 | | | 41,037 |
| Mitigation Credits | | | 1,856 | | | 3,702 |
| Mitigation Credit Rights | | | 725 | | | 21,018 |
| Commercial Loans and Investments | | | 31,908 | | | 39,095 |
| Cash and Cash Equivalents | | | 19,333 | | | 8,615 |
| Restricted Cash | | | 1,861 | | | 22,734 |
| Refundable Income Taxes | | | 448 | | | 442 |
| Deferred Income Taxes—Net | | | 2,530 | | | — |
| Other Assets | | | 34,453 | | | 14,897 |
| Total Assets | | $ | 986,545 | | $ | 733,139 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | |
| Liabilities: | | | | | | |
| Accounts Payable | | $ | 2,544 | | $ | 676 |
| Accrued and Other Liabilities | | | 18,028 | | | 13,121 |
| Deferred Revenue | | | 5,735 | | | 4,505 |
| Intangible Lease Liabilities—Net | | | 9,885 | | | 5,601 |
| Deferred Income Taxes—Net | | | — | | | 483 |
| Long-Term Debt | | | 445,583 | | | 278,273 |
| Total Liabilities | | | 481,775 | | | 302,659 |
| 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, 3,000,000 shares issued and outstanding at December 31, 2022 and December 31, 2021 | | | 30 | | | 30 |
| Common Stock – 500,000,000 shares authorized; $0.01 par value, 22,854,775 shares issued and outstanding at December 31, 2022; and 17,748,678 shares issued and outstanding at December 31, 2021 | | | 229 | | | 60 |
| Additional Paid-In Capital | | | 172,471 | | | 85,414 |
| Retained Earnings | | | 316,279 | | | 343,459 |
| Accumulated Other Comprehensive Income | | | 15,761 | | | 1,517 |
| Total Stockholders’ Equity | | | 504,770 | | | 430,480 |
| Total Liabilities and Stockholders’ Equity | | $ | 986,545 | | $ | 733,139 |
Page 11
CTO Realty Growth, Inc.
Consolidated Statements of Operations
(In thousands, except share, per share and dividend data)
| | | (Unaudited)<br><br>Three Months Ended | | Year Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | December 31, | | December 31, | | December 31, | | December 31, | ||||
| | **** | 2022 | **** | 2021 | **** | 2022 | **** | 2021 | ||||
| Revenues | | | | | | | | | | | | |
| Income Properties | | $ | 19,628 | | $ | 13,922 | | $ | 68,857 | | $ | 50,679 |
| Management Fee Income | | | 994 | | | 944 | | | 3,829 | | | 3,305 |
| Interest Income From Commercial Loans and Investments | | | 841 | | | 725 | | | 4,172 | | | 2,861 |
| Real Estate Operations | | | 1,067 | | | 9,109 | | | 5,462 | | | 13,427 |
| Total Revenues | | | 22,530 | | | 24,700 | | | 82,320 | | | 70,272 |
| Direct Cost of Revenues | | | | | | | | | | | | |
| Income Properties | | | (6,421) | | | (4,127) | | | (20,364) | | | (13,815) |
| Real Estate Operations | | | (553) | | | (7,748) | | | (2,493) | | | (8,615) |
| Total Direct Cost of Revenues | | | (6,974) | | | (11,875) | | | (22,857) | | | (22,430) |
| General and Administrative Expenses | | | (3,927) | | | (2,725) | | | (12,899) | | | (11,202) |
| Impairment Charges | | | — | | | (1,072) | | | — | | | (17,599) |
| Depreciation and Amortization | | | (8,454) | | | (5,153) | | | (28,855) | | | (20,581) |
| Total Operating Expenses | | | (19,355) | | | (20,825) | | | (64,611) | | | (71,812) |
| Gain (Loss) on Disposition of Assets | | | (11,770) | | | 210 | | | (7,042) | | | 28,316 |
| Loss on Extinguishment of Debt | | | — | | | (2,790) | | | — | | | (3,431) |
| Other Gains (Loss) | | | (11,770) | | | (2,580) | | | (7,042) | | | 24,885 |
| Total Operating Income (Loss) | | | (8,595) | | | 1,295 | | | 10,667 | | | 23,345 |
| Investment and Other Income (Loss) | | | 7,046 | | | 4,007 | | | 776 | | | 12,445 |
| Interest Expense | | | (3,899) | | | (2,078) | | | (11,115) | | | (8,929) |
| Income (Loss) Before Income Tax Benefit (Expense) | | | (5,448) | | | 3,224 | | | 328 | | | 26,861 |
| Income Tax Benefit (Expense) | | | 2,369 | | | (1,292) | | | 2,830 | | | 3,079 |
| Net Income (Loss) Attributable to the Company | | | (3,079) | | | 1,932 | | | 3,158 | | | 29,940 |
| Distributions to Preferred Stockholders | | | (1,195) | | | (1,196) | | | (4,781) | | | (2,325) |
| Net Income (Loss) Attributable to Common Stockholders | | $ | (4,274) | | $ | 736 | | $ | (1,623) | | $ | 27,615 |
| | | | | | | | | | | | | |
| Per Share Information: | | | | | | | | | | | | |
| Basic and Diluted Net Income (Loss) Attributable to Common Stockholders | | $ | (0.21) | | $ | 0.04 | | $ | (0.09) | | $ | 1.56 |
| | | | | | | | | | | | | |
| Weighted Average Number of Common Shares | | | | | | | | | | | | |
| Basic and Diluted | | | 19,884,782 | | | 17,671,194 | | | 18,508,201 | | | 17,676,809 |
| | | | | | | | | | | | | |
| Dividends Declared and Paid – Preferred Stock | | $ | 0.40 | | $ | 0.40 | | $ | 1.59 | | $ | 0.77 |
| Dividends Declared and Paid – Common Stock | | $ | 0.38 | | $ | 0.33 | | $ | 1.49 | | $ | 1.33 |
Page 12
CTO Realty Growth, Inc.
Non-GAAP Financial Measures
Same-Property NOI Reconciliation
(Unaudited)
(In thousands)
| **** | Three Months Ended | | Year Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | December 31,<br><br>2022 | **** | December 31,<br><br>2021 | | December 31,<br><br>2022 | | ||||||
| Net Income (Loss) Attributable to the Company | $ | (3,079) | $ | 1,932 | | $ | 3,158 | | 29,940 | |||
| Loss (Gain) on Disposition of Assets | | 11,770 | | | (210) | | | 7,042 | | | (28,316) | |
| Loss on Extinguishment of Debt | | — | | | 2,790 | | | — | | | 3,431 | |
| Impairment Charges | | — | | | 1,072 | | | — | | | 17,599 | |
| Depreciation and Amortization | | 8,454 | | | 5,153 | | | 28,855 | | | 20,581 | |
| Amortization of Intangibles to Lease Income | | (676) | | | (416) | | | (2,161) | | | 404 | |
| Straight-Line Rent Adjustment | | 521 | | | 599 | | | 2,166 | | | 2,443 | |
| COVID-19 Rent Repayments | | (26) | | | (104) | | | (105) | | | (842) | |
| Accretion of Tenant Contribution | | 40 | | | 39 | | | 154 | | | 236 | |
| Interest Expense | | 3,899 | | | 2,078 | | | 11,115 | | | 8,929 | |
| General and Administrative Expenses | | 3,927 | | | 2,725 | | | 12,899 | | | 11,202 | |
| Investment and Other Income | | (7,046) | | | (4,007) | | | (776) | | | (12,445) | |
| Income Tax Expense (Benefit) | | (2,369) | | | 1,292 | | | (2,830) | | | (3,079) | |
| Real Estate Operations Revenues | | (1,067) | | | (9,109) | | | (5,462) | | | (13,427) | |
| Real Estate Operations Direct Cost of Revenues | | 553 | | | 7,748 | | | 2,493 | | | 8,615 | |
| Management Fee Income | | (994) | | | (944) | | | (3,829) | | | (3,305) | |
| Interest Income from Commercial Loans and Investments | | (841) | | | (725) | | | (4,172) | | | (2,861) | |
| Less: Impact of Properties Not Owned for the Full Reporting Period | | (4,951) | | | (1,197) | | | (25,690) | | | (18,879) | |
| Same-Property NOI | $ | 8,115 | $ | 8,716 | | $ | 22,857 | | 20,226 |
All values are in US Dollars.
Page 13
CTO Realty Growth, Inc.
Non-GAAP Financial Measures
(Unaudited)
(In thousands, except per share data)
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Year Ended | ||||||||
| | | December 31, 2022 | | December 31, 2021 | | December 31, 2022 | | December 31, 2021 | ||||
| Net Income (Loss) Attributable to the Company | | $ | (3,079) | | $ | 1,932 | | $ | 3,158 | | $ | 29,940 |
| Add Back: Effect of Dilutive Interest Related to 2025 Notes ^(1)^ | | | — | | | — | | | — | | | — |
| Net Income Attributable to the Company, If-Converted | | $ | (3,079) | | $ | 1,932 | | | 3,158 | | | 29,940 |
| Depreciation and Amortization of Real Estate | | | 8,440 | | | 5,153 | | | 28,799 | | | 20,581 |
| Loss (Gain) on Disposition of Assets, Net of Income Tax | | | 8,898 | | | (210) | | | 4,170 | | | (28,316) |
| Gain on Disposition of Other Assets | | | (519) | | | (1,375) | | | (2,992) | | | (4,924) |
| Impairment Charges, Net | | | — | | | 809 | | | — | | | 13,283 |
| Unrealized Loss (Gain) on Investment Securities | | | (6,405) | | | (3,446) | | | 1,697 | | | (10,340) |
| Income Tax Expense from Non-FFO Items | | | — | | | 1,840 | | | — | | | 1,840 |
| Funds from Operations | | $ | 7,335 | | $ | 4,703 | | $ | 34,832 | | $ | 22,064 |
| Distributions to Preferred Stockholders | | | (1,195) | | | (1,196) | | | (4,781) | | | (2,325) |
| Funds From Operations Attributable to Common Stockholders | | $ | 6,140 | | $ | 3,507 | | $ | 30,051 | | $ | 19,739 |
| Loss on Extinguishment of Debt | | | — | | | 2,790 | | | — | | | 3,431 |
| Amortization of Intangibles to Lease Income | | | 676 | | | 416 | | | 2,161 | | | (404) |
| Less: Effect of Dilutive Interest Related to 2025 Notes^(1)^ | | | — | | | — | | | — | | | — |
| Core Funds From Operations Attributable to Common Stockholders | | $ | 6,816 | | $ | 6,713 | | $ | 32,212 | | $ | 22,766 |
| Adjustments: | | | | | | | | | | | | |
| Straight-Line Rent Adjustment | | | (521) | | | (599) | | | (2,166) | | | (2,443) |
| COVID-19 Rent Repayments | | | 26 | | | 104 | | | 105 | | | 842 |
| Other Depreciation and Amortization | | | (33) | | | (149) | | | (232) | | | (676) |
| Amortization of Loan Costs, Discount on Convertible Debt, and Capitalized Interest | | | 264 | | | 469 | | | 774 | | | 1,864 |
| Non-Cash Compensation | | | 809 | | | 734 | | | 3,232 | | | 3,168 |
| Non-Recurring G&A | | | — | | | — | | | — | | | 155 |
| Adjusted Funds From Operations Attributable to Common Stockholders | | $ | 7,361 | | $ | 7,272 | | $ | 33,925 | | $ | 25,676 |
| | | | | | | | | | | | | |
| FFO Attributable to Common Stockholders per Common Share – Diluted | | $ | 0.31 | | $ | 0.20 | | $ | 1.62 | | $ | 1.12 |
| Core FFO Attributable to Common Stockholders per Common Share – Diluted | | $ | 0.34 | | $ | 0.38 | | $ | 1.74 | | $ | 1.29 |
| AFFO Attributable to Common Stockholders per Common Share – Diluted | | $ | 0.37 | | $ | 0.41 | | $ | 1.83 | | $ | 1.45 |
| ^(1)^ | Interest related to the 2025 Convertible Senior Notes excluded from net income attributable to the Company to derive FFO effective January 1, 2022 due to the implementation of ASU 2020-06 which requires presentation on an if-converted basis, as the impact to net income attributable to common stockholders would be anti-dilutive. |
|---|
Page 14
CTO Realty Growth, Inc.
Non-GAAP Financial Measures
Reconciliation of Net Debt to Pro Forma EBITDA
(Unaudited)
(In thousands)
| **** | Three Months Ended December 31, 2022 | |
|---|---|---|
| Net Loss Attributable to the Company | $ | (3,079) |
| Depreciation and Amortization of Real Estate | 8,440 | |
| Loss on Disposition of Assets, Net of Income Tax | | 8,898 |
| Gain on Disposition of Other Assets | (519) | |
| Unrealized Gain on Investment Securities | (6,405) | |
| Distributions to Preferred Stockholders | | (1,195) |
| Straight-Line Rent Adjustment | (521) | |
| Amortization of Intangibles to Lease Income | 676 | |
| Other Non-Cash Amortization | (33) | |
| Amortization of Loan Costs and Discount on Convertible Debt | 264 | |
| Non-Cash Compensation | 809 | |
| Interest Expense, Net of Amortization of Loan Costs and Discount on Convertible Debt | 3,635 | |
| EBITDA | $ | 10,970 |
| | | |
| Annualized EBITDA | $ | 43,880 |
| Pro Forma Annualized Impact of Current Quarter Acquisitions and Dispositions, Net ^(1)^ | | 14,166 |
| Pro Forma EBITDA | $ | 58,046 |
| | | |
| Total Long-Term Debt | $ | 445,583 |
| Financing Costs, Net of Accumulated Amortization | | 1,637 |
| Unamortized Convertible Debt Discount | | 364 |
| Cash & Cash Equivalents | | (19,333) |
| Restricted Cash | | (1,861) |
| Net Debt | $ | 426,390 |
| | | |
| Net Debt to Pro Forma EBITDA | 7.3x | |
| | | |
| ^(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, 2022. | |
| --- | --- |
Page 15
Exhibit 99.2
| Investor Presentation<br>REALTY GROWTH<br>February 2023<br>West Broad Village<br>Glen Allen, VA | |
|---|---|
| © CTO Realty Growth, Inc. | ctoreit.com<br>Company Highlights<br>2<br>Differentiated<br>Investment<br>Strategy<br>Focusing on Asset<br>Recycling and Value-Add Acquisitions<br>Southeast and Southwest<br>Retail & Mixed-Use<br>Multi-tenant portfolio in attractive<br>business-friendly markets with strong<br>demographics and outsized long-term<br>growth potential<br>Stable and<br>Flexible<br>Balance Sheet<br>Ample Liquidity and<br>No Upcoming Debt<br>Maturities<br>Active Asset<br>Management<br>Emphasizing<br>Operational Upside<br>Experienced<br>Leadership Team<br>With Deep Real Estate<br>and REIT Experience<br>West Broad Village<br>Glen Allen, VA<br>West Broad Village<br>Glen Allen, VA<br>Jordan Landing<br>West Jordan, UT<br>The Shops at Legacy<br>Plano, TX<br>The Collection at Forsyth<br>Cumming, GA<br>Madison Yards<br>Atlanta, GA<br>Madison Yards<br>Atlanta, GA<br>Daytona Beachside Restaurants<br>Daytona Beach, FL<br>The Strand at St. John’s Town Center<br>Jacksonville, FL |
| --- | |
| © CTO Realty Growth, Inc. | ctoreit.com<br>Company Profile<br>3<br>As of February 23, 2023, unless otherwise noted.<br>1. As of February 23, 2023.<br>2. Based on $18.69 per share common stock price as of February 22, 2023.<br>The Exchange at Gwinnet<br>Buford, GA<br>23 3.7M 7.7%<br>PROPERTIES SQUARE FEET IMPLIED CAP RATE<br>8.1% IMPLIED<br>INVESTMENT YIELD<br>$430M $449M $933M<br>EQUITY MARKET CAP2 OUTSTANDING DEBT ENTERPRISE VALUE<br>(NET OF CASH)<br>SERIES A PREFERRED<br>$75M<br>Q1 2023 ANNUALIZED DIVIDEND<br>$1.52/share 8.1%<br>CURRENT ANNUALIZED<br>DIVIDEND YIELD2<br>$41M<br>INVESTMENT IN<br>ALPINE INCOME PROPERTY TRUST<br>$1.64 – $1.69<br>AFFO PER SHARE GUIDANCE RANGE1 |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>2022 Highlights<br>4<br>Accretive and Opportunistic Investment Activity<br>▪ Invested a record $314.0 million into mixed-use or retail property acquisitions concentrated in Atlanta, Dallas, Richmond and Houston at a<br>weighted-average going-in cash cap rate of 7.5%<br>▪ Sold three single tenant income properties, the sole remaining multi-tenant office property, one hotel ground lease, and one muti-tenant retail<br>property for $81.1 million at a weighted average exit cap rate of 6.2%<br>▪ Entered into four structured investments to provide $59.2 million of funding towards the development or redevelopment of retail mixed-use<br>properties in submarkets of Atlanta, Dallas and Orlando at a blended initial yield of 8.2%<br>Strong Financial Performance and Well-Positioned Balance Sheet<br>▪ Grew Core FFO by 35% to $1.74 per diluted share and AFFO by 26% to $1.83 per diluted share<br>▪ Paid regular common stock cash dividends during the full year of 2022 of $1.49 per share, a 12% increase over the Company’s 2021 common stock<br>cash dividends<br>▪ Issued a combined five million shares of common stock through the Company’s inaugural follow-on equity offering and under its ATM offering<br>program at a weighted average gross price of $19.73 per share, for total net proceeds of $95.3 million.<br>▪ Expanded revolving credit facility from $210 million to $300 million and extended the maturity date to January 2027; no debt maturities until 2025<br>Strong Performing, Attractively Located, Growing Portfolio<br>▪ Signed 217,000 square feet of new leases, renewals and extensions with an average comparable increase of 17%<br>1<br>; comparable new leases signed<br>during the year increased cash base rents by 58%<br>1<br>over the expiring cash base rents<br>▪ 2022 Same-Property NOI increase of 13.0%<br>▪ 70% of annualized base rents come from properties in the high-growth markets of Atlanta, Dallas, Raleigh, Phoenix, Houston, Tampa, Salt Lake City<br>and Las Vegas; nearly 60% of annualized base rents come from grocery-anchored assets and mixed-use lifestyle properties<br>As of December 31, 2022, unless otherwise noted.<br>1. Excludes newly leased units that were acquired as vacant. |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Peer Comparisons<br>16.4x<br>13.3x<br>13.0x<br>12.3x<br>11.9x 11.7x<br>11.2x 11.1x 11.0x<br>10.4x<br>9.7x<br>4.1% 4.2%<br>4.5%<br>8.1%<br>5.0%<br>3.9%<br>4.5%<br>4.6%<br>5.0%<br>5.4%<br>4.9%<br>3.50%<br>4.50%<br>5.50%<br>6.50%<br>7.50%<br>8.50%<br> 8.0x<br> 9.0x<br> 10.0x<br> 11.0x<br> 12.0x<br> 13.0x<br> 14.0x<br> 15.0x<br> 16.0x<br>FRT UE KIM CTO AKR SITC KRG BRX AAT RPT WSR<br>1. All dividend yields and 2023E FFO multiples are based on the closing stock price on February 22, 2023, using current annualized dividends and 2023E FFO per share estimates for the peer companies from the KeyBank The Leaderboard report dated February 17, 2023. 2023E FFO per share for CTO<br>reflects the midpoint of Core FFO guidance provided on February 23, 2023.<br>CTO has an outsized dividend yield and attractive absolute valuation relative<br>to many of its retail-focused peer group and its long-term growth opportunities<br>2023E FFO Multiple and Annualized Dividend Yield1<br>5<br>CTO is trading at an implied 7.7%<br>cap rate on its income producing<br>property NOI and has a current<br>dividend yield of 8.1% |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Differentiated Investment Strategy<br>6<br>CTO has a retail-oriented real estate strategy that focuses on owning, operating and investing in<br>high-quality properties through direct investment and management structures<br>Multi-Tenant Asset Strategy<br>▪ Focused on retail-based, multi-tenanted assets that have a grocery, lifestyle or<br>community-oriented retail component and a complimentary mixed-use component,<br>located in higher growth MSAs within the continental United States<br>▪ Acquisition targets are in higher growth markets and exhibit strong current in-place<br>yields with a future potential for increased returns through a combination of<br>vacancy lease-up, redevelopment or rolling in-place leases to higher market rental rates<br>Monetization of Legacy Assets<br>▪ CTO has a number of legacy assets (office properties and mineral rights) that when<br>monetized, will unlock meaningful equity to be redeployed into core strategy assets that<br>may drive higher cash flow, FFO and AFFO per share<br>Alpine Income Property Trust and Retained Net Lease Assets<br>▪ CTO seeded and externally manages Alpine Income Property Trust (NYSE: PINE), a<br>pure play net lease REIT, which is a meaningful and attractive source of<br>management fee income and dividend income through its direct investment of<br>REIT shares and OP unit holdings<br>Targeting Multi-Tenant, Retail-Based,<br>Value-Add Income Property Acquisitions<br>Monetize Legacy Mineral<br>Rights and Other Assets<br>Manage and Retain Ownership in<br>Alpine REIT (NYSE:PINE)<br>Monetize the Retained Net Lease & Office<br>Properties at Opportunistic Valuations<br>Focused Execution |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Real Estate and Investment Focus<br>CTO’s investment strategy is focused on generating relative outsized returns for our shareholders by acquiring and<br>owning well-located properties in markets and states that are business and tax friendly, where the long-term cash<br>flows and underlying real estate values are supported by significant population and job growth.<br>▪ Focused on markets/states projected to have outsized<br>job and population growth with favorable business<br>climates<br>▪ Geographic emphasis set to benefit from strong retailer<br>demand to serve increasing populations<br>▪ Differentiated asset investment strategy prioritizes value-add retail and mixed-use properties with strong real<br>estate fundamentals<br>▪ Track record of acquiring at meaningful discounts to<br>replacement cost and below market leases where real<br>estate fundamentals will drive outsized rental rate growth<br>▪ Seek properties with leasing or repositioning upside or<br>highly stable assets with an identifiable opportunity to<br>Miami drive long-term, outsized risk-adjusted returns<br>Orlando<br>Jacksonvill<br>e<br>Tampa<br>Atlanta<br>Nashville Charlotte<br>Raleigh-Durham<br>Washington, DC<br>Dallas<br>Houston<br>Austin<br>Denver<br>Boulder<br>Salt Lake City<br>Las Vegas<br>Reno<br>Phoenix<br>7<br>CTO Target Market |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Accelerating Investment Performance<br>8<br>$365<br>$489<br>$468<br>0.0<br>50.0<br>100.0<br>150.0<br>200.0<br>250.0<br>300.0<br>350.0<br>400.0<br>450.0<br>500.0<br>0.0%<br>10000.0%<br>20000.0%<br>30000.0%<br>40000.0%<br>50000.0%<br>2020 2021 2022<br>Monetization of Non-Income<br>Producing Legacy Assets<br>Dispositions Investments<br>Investment and Disposition Activity<br>Cumulative Annual Transaction Activity<br>The Shops at Legacy<br>Plano, TX<br>The Shops at Legacy<br>Plano, TX |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Evolution into a Leading Multi-Tenant, Retail-Focused Portfolio<br>9<br>20191<br>Number of Properties 34 27 22 23<br>Total Portfolio Square Feet 1.8M 2.5M 2.7M 3.7M<br>Occupancy 95% 93% 89% 90%<br>Annualized Cash Base Rent (Cash ABR) $27.6M $38.2M $49.6M $72.6M<br>% of Cash ABR from Multi-Tenant / Single Tenant Properties 28% / 72%<br>Multi-Tenant / Single Tenant<br>48% / 52%<br>Multi-Tenant / Single Tenant<br>79% / 21%<br>Multi-Tenant / Single Tenant<br>88% / 12%<br>Multi-Tenant / Single Tenant<br>% of Cash ABR from Retail & Mixed-Use / Office Properties2 60% / 37%<br>Retail & Mixed-Use / Office<br>65% / 33%<br>Retail & Mixed-Use / Office<br>78% / 20%<br>Retail & Mixed-Use / Office<br>90% / 10%<br>Retail & Mixed-Use / Office<br>Top Tenant as a % of ABR 12%<br>Fidelity (S&P: A+)<br>9%<br>Fidelity (S&P: A+)<br>7%<br>Fidelity (S&P: A+)<br>5%<br>Fidelity (S&P: A+)<br>Top Market as a % of ABR 31%<br>Jacksonville<br>22%<br>Jacksonville<br>16%<br>Atlanta<br>33%<br>Atlanta<br>Acres of Vacant Land Owned 5,306 acres 1,606 acres − −<br>Value of PINE Shares & Units at Quarter-End $32.4M $30.6M $41.0M $42.0M<br>2020 2021 2022<br>All values are as of year-end for their respective years.<br>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.<br>2. Any amount unaccounted for is associated with CTO’s previously owned Carpenter Hotel ground lease in Austin, TX. |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Strong Demographic Portfolio<br>10<br>Percentages listed based on Annualized Cash Base Rent. Differences are a result of rounding.<br>1. Source: Esri; Portfolio average weighted by the Annualized Cash Base Rent of each property.<br>2. As ranked by Urban Land Institute & PWC in the ‘2023 Emerging Trends in Real Estate’ publication.<br>Income Producing Property<br>Atlanta, GA 33%<br>Dallas, TX 11%<br>Richmond, VA 11%<br>Raleigh, NC 7%<br>Phoenix, AZ 7%<br>Jacksonville, FL 6%<br>Albuquerque, NM 5%<br>Houston, TX 4%<br>Santa Fe, NM 4%<br>Tampa, FL 3%<br>Salt Lake City, UT 2%<br>Las Vegas, NV 2%<br>Washington, DC 2%<br>Daytona Beach, FL 1%<br>Orlando, FL <1%<br>Denotes an MSA with over one million people;<br>Bold denotes a Top 25 ULI Market2<br>% of Annualized Rent By State<br>217,300<br>Portfolio Average<br>5-Mile Population1<br>$136,150<br>Portfolio Average<br>5-Mile Household Income1<br>1.0%<br>Portfolio Average 2022 - 2027<br>Projected Annual Population Growth1<br>83%<br>Percentage of Portfolio ABR<br>from ULI’s Top 30 Markets1<br>> 20% 10% - 20% 5% - 10% < 5% |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Durable Portfolio with Growth Opportunities<br>Recently constructed retail and mixed-use portfolio with a combination of value-add lease up, redevelopment and<br>stable, in-place cash flows in some of the strongest markets in the United States.<br>11<br>Repositioning Upside Essential Retail Stable Cash Flow<br>The Shops at Legacy<br>Plano, TX<br>Ashford Lane<br>Atlanta, GA<br>125 Lincoln & 150 Washington<br>Santa Fe, NM<br>Madison Yards<br>Atlanta, GA<br>The Exchange at Gwinnett<br>Buford, GA<br>The Strand at St. John’s Town Center<br>Jacksonville, FL<br>Crossroads Towne Center<br>Chandler, AZ<br>Beaver Creek Crossings<br>Apex, NC<br>West Broad Village<br>Glen Allen, VA |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Recent Acquisition – The Collection at Forsyth, Cumming, GA<br>12<br>Recently acquired 560,000 square foot lifestyle<br>property with significant repositioning upside in one of<br>the fastest growing submarkets of Atlanta<br>▪ Built in 2006 on 59 acres, the property serves Atlanta’s fastest<br>growing and most affluent county<br>▪ High-quality property acquired for $171 per square foot,<br>meaningfully below replacement cost with the potential to<br>push higher rents<br>▪ Opportunity to make the property grocery-anchored by<br>leasing the former grocer outparcel (former Earth Fare)<br>▪ Utilizing the Ashford Lane leasing team to drive tenant<br>leasing and operational synergies<br>▪ Population over 146,200 and average household income of<br>The Collection at Forsyth $172,000 in 5-mile radius<br>Cumming, GA<br>The Collection at Forsyth<br>Cumming, GA<br>The Collection at Forsyth<br>The Collection at Forsyth<br>Cumming, GA<br>Future<br>Hospital<br>Site<br>Future<br>Spa<br>Site<br>THE<br>COLLECTION<br>AT FORSYTH |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Recent Acquisition – West Broad Village, Glen Allen, VA<br>13<br>Newly acquired 392,000 square foot<br>grocery- anchored, mixed-use lifestyle<br>center with attractive long-term upside<br>from value-add leasing<br>▪ Region’s premier mixed-use destination property<br>anchored by Whole Foods (S&P: AA- )<br>▪ Built between 2007 and 2014 and prominently<br>situated on 32.6 acres within Richmond’s<br>affluent Short Pump submarket<br>▪ National and local tenant lineup concentrated in<br>grocery, food & beverage, education, childcare,<br>entertainment, home décor, and medical sectors<br>▪ Amplified trade area allowing the property<br>to benefit from five-mile average household<br>incomes of more than $140,000 and a five-mile population of nearly 175,000<br>▪ Acquired for $239 per square foot,<br>meaningfully below replacement cost<br>▪ More than 68,000 square feet of acquired<br>vacancy to drive future cash flow<br>West Broad Village<br>Glen Allen, VA<br>West Broad Village<br>Glen Allen, VA<br>West Broad Village<br>Glen Allen, VA<br>West Broad Village<br>West Broad Village<br>Glen Allen, VA |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Recent Acquisition – Madison Yards, Atlanta, GA<br>14<br>Recently acquired 162,500 square foot grocery-anchored shopping center that established Atlanta as<br>CTO’s top investment market<br>▪ Stable, high barrier-to-entry, in-fill location in Atlanta’s<br>Inman Park/Beltline submarket<br>▪ Over 445 feet of direct Beltline frontage, Atlanta’s 22-mile<br>cultural, multiuse outdoor loop that attracts 1.7 million<br>visitors annually<br>▪ True live, work, play property, anchored by Publix (17 years)<br>and AMC (13 years), complimented by a service,<br>experiential and food driven tenant lineup<br>▪ All leases except for one have base term rent increases<br>▪ More than 500 directly adjacent multi-family units and<br>townhomes<br>▪ Population over 171,500 in a 3-mile radius; average<br>household income of $130,000 in one mile<br>▪ High-quality, class A property built in 2019<br>Madison Yards<br>Atlanta, GA<br>Madison Yards<br>Atlanta, GA<br>The Beltline<br>Madison Yards<br>Madison Yards<br>Atlanta, GA |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Meaningful Property Cash Flow & Leasing Momentum<br>15<br>8%<br>7%<br>8%<br>16%<br>11%<br>18%<br>8%<br>5% 5%<br>14%<br>0.0%<br>1.0%<br>2.0%<br>3.0%<br>4.0%<br>5.0%<br>6.0%<br>7.0%<br>8.0%<br>9.0%<br>10.0%<br>11.0%<br>12.0%<br>13.0%<br>14.0%<br>15.0%<br>16.0%<br>17.0%<br>18.0%<br>19.0%<br>20.0%<br>Lease Rollover Schedule<br>% of ABR Expiring<br>Leases Signed in 2022<br>▪ 2022 Year-Over-Year Same-Property NOI 13.0%<br>o 19.3% multi-tenant same-property NOI growth<br>o 3.9% single tenant same-property NOI growth<br>▪ 2022 Comparable Leasing Spreads1 17.3%<br>o 58.0% comparable new lease spreads1<br>o 5.5% option & renewal spreads1<br>▪ Leased Occupancy 93%<br>o 270 bps of future occupancy pickup based on current spread<br>between Occupancy and Leased Occupancy<br>As of December 31, 2022, unless otherwise noted.<br>1. Excludes newly leased units that were acquired as vacant. |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Repositioning – Ashford Lane, Atlanta, GA<br>16<br>Ashford Lane will incorporate<br>outdoor seating and eating areas,<br>along with a number of new green<br>spaces, including The Lawn, that<br>will drive a more community-focused experience (Not Owned)<br>(Not Owned)<br>(Not Owned)<br>T H E H A L L<br>Ashford Lane<br>Atlanta, GA<br>Acquired as Perimeter Place in 2020, with an<br>opportunity to up-tier through targeted lease-up, an<br>improved tenant mix and market repositioning<br>▪ High barrier-to-entry location with new residential projects,<br>increasing density and 24-hour demand<br>▪ Near southeast corporate headquarters for UPS, State Farm,<br>First Data, IHG and Mercedes Benz<br>▪ 5-mile population of more than 248,000; 5-mile average<br>household income of $164,000<br>T H E H A L L |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Repositioning – Ashford Lane, Atlanta, GA<br>17<br>Ashford Lane is being repositioned as a higher-end<br>shopping and dining destination within a growing<br>and relatively affluent submarket of Atlanta<br>▪ Opportunity to deliver increased rental rates with<br>higher-end tenants supported by new multi-family<br>and office development<br>▪ Additional green space, outdoor seating and eating<br>areas will support improved foot traffic and offer<br>restaurant-focused amenities<br>▪ Signed new leases with the following notable tenants<br>in 2021 and 2022:<br>Ashford Lane<br>Atlanta, GA<br>Ashford Lane<br>Atlanta, GA<br>Ashford Lane<br>Atlanta, GA<br>Ashford Lane<br>Atlanta, GA<br>Ashford Lane<br>Atlanta, GA |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Repositioning – 125 Lincoln & 150 Washington, Santa Fe, NM<br>18<br>Signed a 9,200 square foot lease<br>with the Rosewood Inn of Anasazi<br>operator who will create four high-end suites on the 4th floor<br>▪ Two-building property with dedicated<br>underground parking in the heart of Santa Fe,<br>just north of the historic Santa Fe Plaza<br>▪ Recently installed paid parking system to drive<br>increased operational cash flow<br>▪ Currently negotiating letters of intent and forms<br>of lease with multiple prospective tenants<br>▪ Prime 12,000 square foot street-level vacancy<br>available for lease to anchor the property’s<br>repositioning in the market<br>Plaza<br>125 Lincoln & 150 Washington<br>Santa Fe, NM<br>125 Lincoln & 150 Washington<br>Santa Fe, NM<br>125 Lincoln & 150 Washington<br>Santa Fe, NM |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Consistent Dividend Growth<br>19<br>$0.01 $0.01 $0.02 $0.02 $0.02 $0.03 $0.05 $0.07<br>$0.12<br>$0.91<br>$1.33<br>$1.49<br>2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022<br>▪ 46 consecutive years of paying a common dividend<br>▪ Under current management (beginning in 2011),<br>the Company’s common stock cash dividend has<br>grown in each of the last 10 years<br>▪ Company policy is to target a payout ratio of 100%<br>of taxable income<br>▪ Dividend increases are driven by increasing<br>taxable income and free cash flow<br>▪ 2022 AFFO per share common stock dividend<br>payout ratio of 81%<br>(1)<br>CTO converted to a REIT in<br>December of 2020, accelerating<br>the required dividend payout<br>Increasing cash flow and<br>earnings have driven a more<br>than 64% increase to CTO’s<br>annualized common stock<br>dividend since 2020<br>Cash Dividend Per Share Paid (Split Adjusted)<br>Current Annualized Per Share Cash Dividend<br>$1.52<br>Annualized Per Share Cash Dividend Yield<br>8.1% 1<br>As of February 22, 2023, unless otherwise noted. |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>2023 Guidance<br>20<br>Low<br>2023<br>High<br>2023<br>Core FFO Per Diluted Share $1.50 − $1.55<br>AFFO Per Diluted Share $1.64 − $1.69<br>The Company’s estimated Core FFO per diluted share and AFFO per diluted share for 2023 is as follows:<br>Same-Property NOI Growth1 1% − 4%<br>General and Administrative Expense $14 − $15<br>Weighted Average Diluted Shares Outstanding 22.6 − 23.6<br>Year-end 2023 Leased Occupancy2 94% − 95%<br>Investments in Income Producing Properties $100 − $250<br>Target Initial Investment Cash Yield 7.25% − 8.00%<br>Dispositions $5 − $75<br>Target Disposition Cash Yield 6.00% − 7.50%<br>The Company’s 2023 guidance includes but is not limited to the following assumptions:<br>$ and shares outstanding in millions, except per share data.<br>1. Includes the effects of bad debt expense, occupancy loss and costs associated with tenants in bankruptcy and/or tenant lease defaults.<br>2. Before potential impact from income producing acquisitions and dispositions. |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Balance Sheet<br>21<br>$51<br>$83 $100<br>$214<br>2023 2024 2025 2026 2027 2028 2029 2030<br>Unsecured Secured Revolving Credit Facility<br>As of December 31, 2022, unless otherwise noted.<br>$ and shares outstanding in millions.<br>1. Reflects $113.8 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<br>maturity date reflected assumes the Company exercises the one-year extension option.<br>2. Subsequent to December 31, 2022, the Company entered into an interest rate swaps on $100.0 million to fix SOFR and achieve a weighted average fixed swap rate of 3.28% plus the 10 bps SOFR adjustment plus the applicable spread.<br>3. 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<br>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.<br>5. The Company entered into 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.<br>Debt Maturities<br>▪ Significant liquidity for<br>opportunistic growth<br>▪ No near-term debt maturities<br>▪ Well-staggered debt maturity<br>schedule<br>▪ 46% net debt-to-total<br>enterprise value (TEV)<br>▪ Year-end net debt-to-pro forma<br>EBITDA of 7.3x<br>1<br>Component of Long-Term Debt Type Principal Interest Rate<br>Revolving Credit Facility Floating $13.8 million SOFR + 10 bps + [1.25% - 2.20%]<br>Revolving Credit Facility2 Fixed $100.0 million SOFR + 10 bps + [1.25% - 2.20%]<br>2025 Convertible Senior Notes Fixed $51.0 million 3.88%<br>2026 Term Loan3 Fixed $65.0 million SOFR + 10 bps + [1.25% - 2.20%]<br>2027 Term Loan4 Fixed $100.0 million SOFR + 10 bps + [1.25% - 2.20%]<br>2028 Term Loan5 Fixed $100.0 million SOFR + 10 bps + [1.20% - 2.15%]<br>Mortgage Note Fixed $17.8 million 4.06%<br>Total Debt 3% Floating $447.6 million |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Experienced Management Team<br>CTO Realty Growth is led by an experienced management team with meaningful shareholder alignment, deep<br>industry relationships and a strong long-term track record.<br>22<br>John P. Albright<br>President & Chief Executive Officer<br>▪ Former Co-Head and Managing Director of Archon Capital, a Goldman<br>Sachs Company; Executive Director of Merchant Banking – Investment<br>Management at Morgan Stanley; and Managing Director of Crescent Real<br>Estate (NYSE: CEI)<br>Daniel E. Smith<br>Senior Vice President, General Counsel & Corporate Secretary<br>▪ Former Vice President and Associate General Counsel of Goldman Sachs<br>& Co. and Senior Vice President and General Counsel of Crescent Real<br>Estate (NYSE: CEI)<br>Lisa M. Vorakoun<br>Vice President & Chief Accounting Officer<br>▪ Former Assistant Finance Director for the City of DeLand, Florida and<br>Audit Manager for James Moore & Company, an Accounting and<br>Consulting Firm<br>Matthew M. Partridge<br>Senior Vice President, Chief Financial Officer & Treasurer<br>▪ Former Chief Operating Officer and Chief Financial Officer of Hutton;<br>Executive Vice President, Chief Financial Officer and Secretary of Agree<br>Realty Corporation (NYSE: ADC); and Vice President of Finance for<br>Pebblebrook Hotel Trust (NYSE: PEB)<br>Steven R. Greathouse<br>Senior Vice President & Chief Investment Officer<br>▪ Former Director of Finance for N3 Real Estate; Senior Associate of<br>Merchant Banking – Investment Management at Morgan Stanley; and<br>Senior Associate at Crescent Real Estate (NYSE: CEI)<br>Helal A. Ismail<br>Vice President – Investments<br>▪ Former Associate of Jefferies Real Estate Gaming and Lodging<br>Investment Banking and Manager at B-MAT Homes, Inc. |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Board of Directors<br>23<br>Laura M. Franklin, Independent Director<br>Retired. Former Executive Vice President, Accounting and Administration and Corporate Secretary of Washington Real Estate Investment Trust (Washington REIT) and a member of the Board of Directors of The<br>Chevy Chase Land Company. Graduate of University of Maryland with a B.S. in Accounting and is a Certified Public Accountant. Member of the American Institute of Certified Public Accountants (AICPA).<br>Chairman of the Board.<br>George R. Brokaw, Independent Director<br>Currently Director at DISH Network Corporation (NYSE: DISH). Former Managing Director of the Highbridge Growth Equity Fund at Highbridge Principal Strategies, LLC; Managing Director and Head of Private<br>Equity at Perry Capital, L.L.C.; and Managing Director (Mergers & Acquisitions) of Lazard Freres & Co. LLC. Received a B.A. degree from Yale University and J.D. and M.B.A. degrees from the University of Virginia.<br>Member of the New York Bar.<br>Vice Chairman of the Board, Chairman of the Audit Committee and member of the Compensation Committee.<br>R. Blakeslee Gable, Independent Director<br>Currently Chief Executive Officer of Barron Collier Companies. Former Legislative Director of United States Representative Ed Pastor (AZ) in Washington, D.C. Served in various leadership roles, including project<br>manager during the establishment of the new hometown, Ave Maria, Florida; and vice president of mineral management and real estate. Received a B.A from Tulane University and an M.B.A from Florida Gulf Coast<br>University.<br>Chairman of the Governance Committee and member of the Audit Committee.<br>Christopher W. Haga, Private Investor and Consultant<br>Currently serves as an Operating Partner with MGG Investment Group, an alternative asset manager. Previously served as Head of Strategic Investments with Carlson Capital, L.P.; Director for Fortress Value<br>Acquisition Corp. III (NYSE: FVT) and SWK Holdings Corporation (OTC: SWKH); Principal Investor at RBC Capital Markets; and part of the structured finance department at Lehman Brothers in London. Graduate<br>of the University of North Carolina at Chapel Hill with a B.S. in Business Administration and received an M.B.A. from the Darden School at the University of Virginia.<br>Chairman of the Compensation Committee and member of the Audit and Governance Committees.<br>Christopher J. Drew, Senior Managing Director, JLL Capital Markets (NYSE: JLL)<br>Currently Senior Managing Director, JLL Capital Markets (NYSE: JLL). Former senior associate in the Capital Markets Group at Cushman and Wakefield PLC (NYSE: CWK). Held positions at Pro Access, Inc. and<br>the New York Mets Baseball Organization. Received BBA and MBA degrees from the University of Miami Herbert Business School.<br>Member of the Compensation and Governance Committees<br>John P. Albright, President & CEO<br>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<br>Real Estate (NYSE: CEI) |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>ESG – Corporate Responsibility<br>CTO Realty Growth is committed to sustainability, strong corporate governance,<br>and meaningful corporate social responsibility programs.<br>24<br>Social Responsibility<br>Inclusive and Supportive Company Culture<br>▪ Dedicated to an inclusive and supportive office environment filled with diverse backgrounds<br>and perspectives, with a demonstrated commitment to financial, mental and physical wellness<br>Notable Community Outreach<br>▪ Numerous and diverse community outreach programs, supporting environmental, artistic, civil<br>and social organizations in the community<br>Corporate Governance<br>▪ Independent Chairman of the Board and 5 of<br>6 Directors classified as independent<br>▪ Annual election of all Directors<br>▪ Annual Board of Director evaluations<br>▪ Board oversees risk assessment/management,<br>with oversight for specific areas of risk<br>delegated to Board committees<br>▪ Stock ownership requirements for all<br>Executive Management and Directors<br>▪ Prohibition against hedging and pledging<br>CTO Realty Growth stock<br>▪ Robust policies and procedures for approval of<br>related party transactions<br>▪ All team members adhere to a comprehensive<br>Code of Business Conduct and Ethics policy |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>ESG – Environmental Responsibility<br>25<br>Over the past nine years,<br>CTO has planted<br>approximately 170,000<br>pine trees in Florida and<br>has restored over 700<br>acres of former industrial<br>timberland. These<br>170,000 trees absorb<br>more than 1,000 tons of<br>carbon each year.<br>Environmental Responsibility<br>Committed Focus & Targeted Investment<br>▪ Committed to maintaining an environmentally conscious culture, the<br>utilization of environmentally friendly & renewable products, and the<br>promotion of sustainable business practices. Notable achievements:<br>o Formed a conservation mitigation bank on approximately 2,500<br>acres of land, resulting in the land being barred from<br>development permanently preserved<br>o Invested in LED lighting, recycling and waste reduction<br>strategies, programmable thermostats, energy management<br>systems in our office and/or at our owned properties<br>o Conveyed over 11,000 acres of land to the State of Florida to<br>significantly enlarge the neighboring Tiger Bay State Forest<br>Tenant Alignment<br>▪ Alignment with environmentally aware tenants who have strong<br>sustainability programs and initiatives embedded into their corporate<br>culture and business practices |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Key Takeaways<br>26<br>Earnings Growth Through Capital Recycling<br>Strong, long-term track record of monetizing assets at favorable spreads to drive accretive earnings growth and attractive risk-adjusted returns.<br>Attractive Dividend and Improving Payout Ratio<br>CTO has declared a $0.38 first quarter common stock cash dividend, representing an 8.1% in-place annualized yield1<br>..<br>Valuation upside to the Peer Group<br>Valuation upside as CTO is faster growing with a relative 2023E FFO multiple compared to the slower growing, retail-focused peers.<br>Differentiated Investment Strategy<br>Retail-based investment strategy focused on grocery-anchored, traditional retail and mixed-use properties with value-add or long-term residual value<br>opportunities with strong real estate fundamentals in growing markets that can be acquired at meaningful discounts to replacement cost.<br>High-Quality Portfolio in Faster Growing, Business Friendly Locations with Operational Upside<br>Recently constructed portfolio located in faster growing, business friendly markets such as Atlanta, Dallas, Raleigh, Phoenix, Las Vegas, Tampa, Houston,<br>and Salt Lake City, with acquired vacancy and/or repositioning upside.<br>Profitable External Investment Management<br>External management of Alpine Income Property Trust, Inc. (NYSE: PINE), a high-growth, publicly traded, single tenant net lease REIT, provides excellent<br>in-place cash flow and significant valuation upside through the CTO’s 14% retained ownership position.<br>Stable and Flexible Balance Sheet<br>Conservatively levered balance sheet with ample liquidity, no near-term debt maturities, limited floating interest rate exposure, and a demonstrated<br>access to multiple capital sources provides financial stability and flexibility.<br>As of December 31, 2022, unless otherwise noted.<br>1. As of February 22, 2023. |
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| NYSE: CTO<br>Appendix<br>The Shops at Legacy<br>Plano, TX | |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Schedule of Properties<br>28<br>Property Market Asset Type Property Type Square Feet Occupancy Leased<br>Occupancy % of ABR<br>The Collection at Forsyth<br>Cumming, GA Atlanta, GA Mixed-Use Lifestyle 560,434 86% 87% 14%<br>West Broad Village<br>Glen Allen, VA Richmond, VA Mixed-Use Grocery-Anchored 392,007 83% 83% 11%<br>The Shops at Legacy<br>Plano, TX Dallas, TX Mixed-Use Lifestyle 237,366 96% 98% 11%<br>Ashford Lane<br>Atlanta, GA Atlanta, GA Retail Lifestyle 277,408 73% 87% 9%<br>Beaver Creek Crossings<br>Apex, NC Raleigh, NC Retail Power Center 321,977 97% 98% 7%<br>Madison Yards<br>Atlanta, GA Atlanta, GA Retail Grocery-Anchored 162,521 99% 100% 7%<br>Crossroads Towne Center<br>Chandler, AZ Phoenix, AZ Retail Power Center 244,072 99% 99% 7%<br>The Strand<br>Jacksonville, FL Jacksonville, FL Retail Power Center 210,973 92% 95% 7%<br>Fidelity<br>Albuquerque, NM Albuquerque, NM Office Single Tenant Office 210,067 100% 100% 5%<br>Price Plaza Shopping Center<br>Katy, TX Houston, TX Retail Power Center 200,576 97% 97% 4%<br>125 Lincoln & 150 Washington<br>Santa Fe, NM Santa Fe, NM Mixed Use Mixed-Use 137,209 74% 84% 4%<br>As of December 31, 2022, unless otherwise noted.<br>In-Place Occupancy, Leased Occupancy and % of ABR includes the effects of license agreements. |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Schedule of Properties<br>29<br>Property Market Asset Type Property Type Square Feet Occupancy Leased<br>Occupancy % of ABR<br>The Exchange at Gwinnett<br>Buford, GA Atlanta, GA Retail Grocery-Anchored 69,266 92% 98% 3%<br>Sabal Pavilion<br>Tampa, FL Tampa, FL Office Single Tenant Office 120,500 100% 100% 2%<br>Jordan Landing<br>West Jordan, UT Salt Lake City, UT Retail Power Center 170,996 100% 100% 2%<br>Eastern Commons<br>Henderson, NV Las Vegas, NV Retail Grocery-Anchored 134,304 100% 100% 2%<br>General Dynamics<br>Reston, VA Washington, DC Office Single Tenant Office 64,319 100% 100% 2%<br>Daytona Beach Restaurant Portfolio<br>Daytona Beach, FL Daytona Beach, FL Retail Single Tenant Retail 40,555 100% 100% 1%<br>Westcliff Shopping Center<br>Fort Worth, TX Dallas, TX Retail Grocery-Anchored 133,791 61% 72% < 1%<br>369 N. New York Ave<br>Winter Park, FL Orlando, FL Mixed-Use Mixed-Use 30,296 84% 100% < 1%<br>As of December 31, 2022, unless otherwise noted.<br>In-Place Occupancy, Leased Occupancy and % of ABR includes the effects of license agreements. |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Forward Looking Statements & Non-GAAP Financial Measures<br>30<br>Forward Looking Statements<br>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<br>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,”<br>“plan,” “potential,” “predict,” “forecast,” “project,” and similar expressions, as well as variations or negatives of these words.<br>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<br>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<br>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<br>factors, including but not limited to inflationary pressures, interest rate volatility, global supply chain disruptions, and ongoing geopolitical war; the ultimate geographic spread, severity and duration of pandemics such<br>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<br>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<br>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;<br>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<br>Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and other risks and uncertainties discussed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission.<br>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.<br>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<br>contained in this press release to reflect subsequently occurring events or circumstances.<br>Non-GAAP Financial Measures<br>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<br>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<br>(“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<br>and investors to compare the operating performance of REITs.<br>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;<br>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<br>considered in addition to, and not in lieu of, GAAP financial measures. |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Non-GAAP Financial Measures<br>31<br>Non-GAAP Financial Measures (continued)<br>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<br>adjusted to exclude extraordinary items (as defined by GAAP), net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and real estate related<br>depreciation and amortization, including the pro rata share of such adjustments of unconsolidated subsidiaries. The Company also excludes the gains or losses from sales of assets incidental to the primary business of<br>the REIT which specifically include the sales of mitigation credits, impact fee credits, subsurface sales, and land sales, in addition to the mark-to-market of the Company’s investment securities and interest related to<br>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<br>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<br>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<br>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<br>flows or long-term operating performance. We use AFFO as one measure of our performance when we formulate corporate goals.<br>To derive Pro Forma EBITDA, GAAP net income or loss is adjusted to exclude extraordinary items (as defined by GAAP), net gain or loss from sales of depreciable real estate assets, impairment write-downs<br>associated with depreciable real estate assets and real estate related depreciation and amortization, including the pro rata share of such adjustments of unconsolidated subsidiaries, non-cash revenues and expenses<br>such as straight-line rental revenue, amortization of deferred financing costs, above- and below-market lease related intangibles, non-cash compensation, and other non-cash income or expense. Cash interest expense<br>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.<br>To derive Same-Property NOI, GAAP net income or loss attributable to the Company is adjusted to exclude extraordinary items (as defined by GAAP), gain or loss on disposition of assets, gain or loss on<br>extinguishment of debt, impairment charges, and depreciation and amortization, including the pro rata share of such adjustments of unconsolidated subsidiaries, if any, non-cash revenues and expenses such as above-and below-market lease related intangibles, straight-line rental revenue, and other non-cash income or expense. Interest expense, general and administrative expenses, investment and other income or loss, income tax<br>benefit or expense, real estate operations revenues and direct cost of revenues, management fee income, and interest income from commercial loan and master lease investments are also excluded from Same-Property NOI. GAAP net income or loss is further adjusted to remove the impact of properties that were not owned for the full current and prior year reporting periods presented. Cash rental income received under<br>the leases pertaining to the Company’s assets that are presented as commercial loan and master lease investments in accordance with GAAP is also used in lieu of the interest income equivalent.<br>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<br>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<br>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<br>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<br>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<br>compare the operating performance of our assets between periods. It is an accepted and important measurement used by management, investors and analysts because it includes all property-level revenues from of<br>the Company’s rental properties, less operating and maintenance expenses, real estate taxes and other property-specific expenses (“Net Operating Income” or “NOI”) of properties that have been owned and stabilized<br>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<br>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<br>similarly titled measures employed by other companies. |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>References & Contacts<br>32<br>References and terms used in this presentation that are in addition to terms defined in the Non-GAAP Financial Measures include:<br>▪ This presentation has been published on February 23, 2023.<br>▪ All information is as of December 31, 2022, unless otherwise noted.<br>▪ Any calculation differences are assumed to be a result of rounding.<br>▪ “2023 Guidance” is based on the 2023 Guidance provided in the Company’s Full Year and Fourth Quarter 2022 Operating Results press release filed on February 23, 2023.<br>▪ “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.<br>▪ “Annualized Straight-line Base Rent”, “ABR” or “Rent” and the statistics based on ABR are calculated based on our current portfolio and represent straight-line rent calculated in accordance with GAAP.<br>▪ “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<br>from the tenants at a specific point in time.<br>▪ “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)<br>(together, the “Major Rating Agencies”). An “Investment Grade Rated Tenant” or “IG” references a Credit Rated tenant or the parent of a tenant, or credit rating thereof with a rating of BBB-, Baa3 or NAIC-2 or<br>higher from one or more of the Major Rating Agencies.<br>▪ “Contractual Base Rent” or “CBR” represents the amount owed to the Company under the terms of its lease agreements at the time referenced.<br>▪ “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<br>likelihood or number of dividends in the future.<br>▪ “Investment in Alpine Income Property Trust” or “Alpine Investment” or “PINE Ownership” is calculated based on the 2,203,397 common shares and partnership units CTO owns in PINE and is based on PINE’s<br>closing stock price.<br>▪ “Leased Occupancy” refers to space that is currently leased but for which rent payments have not yet commenced.<br>▪ “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<br>Budget. The names of the MSA have been shortened for ease of reference.<br>▪ “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,<br>restricted cash and cash equivalents.<br>▪ “Net Operating Income” or “NOI” is revenues from all income properties less operating expense, maintenance expense, real estate taxes and rent expense.<br>▪ “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<br>Debt.<br>Investor Inquiries:<br>Matthew M. Partridge<br>Senior Vice President, Chief Financial Officer and Treasurer<br>(407) 904-3324<br>mpartridge@ctoreit.com |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Consolidated Statements of Operations<br>33<br>CTO Realty Growth, Inc.<br>Consolidated Statements of Operations<br>(Unaudited, in thousands, except share, per share and dividend data)<br>Three Months Ended Year Ended<br>December 31,<br>2022<br>December 31,<br>2021<br>December 31,<br>2022<br>December 31,<br>2021<br>Revenues<br>Income Properties $ 19,628 $ 13,922 $ 68,857 $ 50,679<br>Management Fee Income 994 944 3,829 3,305<br>Interest Income From Commercial Loans and Investments 841 725 4,172 2,861<br>Real Estate Operations 1,067 9,109 5,462 13,427<br>Total Revenues 22,530 24,700 82,320 70,272<br>Direct Cost of Revenues<br>Income Properties (6,421) (4,127) (20,364) (13,815)<br>Real Estate Operations (553) (7,748) (2,493) (8,615)<br>Total Direct Cost of Revenues (6,974) (11,875) (22,857) (22,430)<br>General and Administrative Expenses (3,927) (2,725) (12,899) (11,202)<br>Impairment Charges − (1,072) − (17,599)<br>Depreciation and Amortization (8,454) (5,153) (28,855) (20,581)<br>Total Operating Expenses (19,355) (20,825) (64,611) (71,812)<br>Gain (Loss) on Disposition of Assets (11,770) 210 (7,042) 28,316<br>Loss on Extinguishment of Debt − (2,790) − (3,431)<br>Other Gains (Loss) (11,770) (2,580) (7,042) 24,885<br>Total Operating Income (Loss) (8,595) 1,295 10,667 23,345<br>Investment and Other Income (Loss) 7,046 4,007 776 12,445<br>Interest Expense (3,899) (2,078) (11,115) (8,929)<br>Income (Loss) Before Income Tax Benefit (Expense) (5,448) 3,224 328 26,861<br>Income Tax Benefit (Expense) 2,369 (1,292) 2,830 3,079<br>Net Income (Loss) Attributable to the Company (3,079) 1,932 3,158 29,940<br>Distributions to Preferred Stockholders (1,195) (1,196) (4,781) (2,325)<br>Net Income (Loss) Attributable to Common Stockholders $ (4,274) $ 736 $ (1,623) $ 27,615<br>Per Share Information:<br>Basic and Diluted Net Income (Loss) Attributable to Common Stockholders $ (0.21) $ 0.04 $ (0.09) $ 1.56<br>Weighted Average Number of Common Shares<br>Basic and Diluted 19,884,782 17,671,194 18,508,201 17,676,809<br>Dividends Declared and Paid – Preferred Stock $ 0.40 $ 0.40 $ 1.59 $ 0.77<br>Dividends Declared and Paid – Common Stock $ 0.38 $ 0.33 $ 1.49 $ 1.33 |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Same-Property NOI<br>34<br>CTO Realty Growth, Inc.<br>Same-Property NOI Reconciliation<br>(Unaudited, in thousands)<br>Three Months Ended Year Ended<br>December 31,<br>2022<br>December 31,<br>2021<br>December 31,<br>2022<br>December 31,<br>2021<br>Net Income (Loss) Attributable to the Company $ (3,079) $ 1,932 $ 3,158 $ 29,940<br>Loss (Gain) on Disposition of Assets 11,770 (210) 7,042 (28,316)<br>Loss on Extinguishment of Debt − 2,790 − 3,431<br>Impairment Charges − 1,072 − 17,599<br>Depreciation and Amortization 8,454 5,153 28,855 20,581<br>Amortization of Intangibles to Lease Income (676) (416) (2,161) 404<br>Straight-Line Rent Adjustment 521 599 2,166 2,443<br>COVID-19 Rent Repayments (26) (104) (105) (842)<br>Accretion of Tenant Contribution 40 39 154 236<br>Interest Expense 3,899 2,078 11,115 8,929<br>General and Administrative Expenses 3,927 2,725 12,899 11,202<br>Investment and Other Income (7,046) (4,007) (776) (12,445)<br>Income Tax Expense (Benefit) (2,369) 1,292 (2,830) (3,079)<br>Real Estate Operations Revenues (1,067) (9,109) (5,462) (13,427)<br>Real Estate Operations Direct Cost of Revenues 553 7,748 2,493 8,615<br>Management Fee Income (994) (944) (3,829) (3,305)<br>Interest Income from Commercial Loans and Investments (841) (725) (4,172) (2,861)<br>Less: Impact of Properties Not Owned for the Full Reporting Period (4,951) (1,197) (25,690) (18,879)<br>Same-Property NOI $ 8,115 $ 8,716 $ 22,857 $ 20,226 |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Non-GAAP Financial Measures<br>35<br>CTO Realty Growth, Inc.<br>Non-GAAP Financial Measures<br>(Unaudited, in thousands, except per share data)<br>1. Interest related to the 2025 Convertible Senior Notes excluded from net income attributable to the Company to derive FFO effective January 1, 2022 due to the implementation of ASU 2020-06 which requires presentation on an if-converted basis, as the impact to net income attributable to common<br>stockholders would be anti-dilutive.<br>Three Months Ended Year Ended<br>December 31,<br>2022<br>December 31,<br>2021<br>December 31,<br>2022<br>December 31,<br>2021<br>Net Income (Loss) Attributable to the Company $ (3,079) $ 1,932 $ 3,158 $ 29,940<br>Add Back: Effect of Dilutive Interest Related to 2025 Convertible Senior Notes1 — — — —<br>Net Income Attributable to the Company, If-Converted $ (3,079) $ 1,932 $ 3,158 $ 29,940<br>Depreciation and Amortization of Real Estate 8,440 5,153 28,799 20,581<br>Loss (Gain) on Disposition of Assets, Net of Income Tax 8,898 (210) 4,170 (28,316)<br>Gain on Disposition of Other Assets (519) (1,375) (2,992) (4,924)<br>Impairment Charges, Net — 809 — 13,283<br>Unrealized Loss (Gain) on Investment Securities (6,405) (3,446) 1,697 (10,340)<br>Impairment Charges, Net — 1,840 — 1,840<br>Funds from Operations $ 7,335 $ 4,703 $ 34,832 $ 22,064<br>Distributions to Preferred Stockholders (1,195) (1,196) (4,781) (2,325)<br>Funds from Operations Attributable to Common Stockholders $ 6,140 $ 3,507 $ 30,051 $ 19,739<br>Loss on Extinguishment of Debt — 2,790 — 3,431<br>Amortization of Intangibles to Lease Income 676 416 2,161 (404)<br>Less: Effect of Dilutive Interest Related to 2025 Convertible Senior Notes1 — — — —<br>Core Funds from Operations Attributable to Common Stockholders $ 6,816 $ 6,713 $ 32,212 $ 22,766<br>Adjustments:<br>Straight-Line Rent Adjustment (521) (599) (2,166) (2,443)<br>COVID-19 Rent Repayments 26 104 105 842<br>Other Depreciation and Amortization (33) (149) (232) (676)<br>Amortization of Loan Costs, Discount on Convertible Debt, and Capitalized Interest 264 469 774 1,864<br>Non-Cash Compensation 809 734 3,232 3,168<br>Non-Recurring G&A — — — 155<br>Adjusted Funds from Operations Attributable to Common Stockholders $ 7,361 $ 7,272 $ 33,925 $ 25,676<br>FFO Attributable to Common Stockholders per Common Share – Diluted $ 0.31 $ 0.20 $ 1.62 $ 1.12<br>Core FFO Attributable to Common Stockholders per Common Share – Diluted $ 0.34 $ 0.38 $ 1.74 $ 1.29<br>AFFO Attributable to Common Stockholders per Common Share – Diluted $ 0.37 $ 0.41 $ 1.83 $ 1.45 |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Net Debt to Pro Forma EBITDA<br>36<br>CTO Realty Growth, Inc.<br>Reconciliation of Net Debt to Pro Forma EBITDA<br>(Unaudited, in thousands)<br>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, 2022.<br>Three Months Ended<br>December 31, 2022<br>Net Loss Attributable to the Company $ (3,079)<br>Depreciation and Amortization 8,440<br>Loss on Disposition Assets, Net of Income Tax 8,898<br>Gain on Disposition of Other Assets (519)<br>Unrealized Gain on Investment Securities (6,405)<br>Distributions to Preferred Stockholders (1,195)<br>Straight-Line Rent Adjustment (521)<br>Amortization of Intangibles to Lease Income 676<br>Other Non-Cash Amortization (33)<br>Amortization of Loan Costs and Discount on Convertible Debt 264<br>Non-Cash Compensation 809<br>Interest Expense, Net of Amortization of Loan Costs and Discount on Convertible Debt 3,635<br>EBITDA $ 10,970<br>Annualized EBITDA $ 43,880<br>Pro Forma Annualized Impact of Current Quarter Acquisitions and Dispositions, Net1<br>14,166<br>Pro Forma EBITDA $ 58,046<br>Total Long-Term Debt 445,583<br>Financing Costs, Net of Accumulated Amortization 1,637<br>Unamortized Convertible Debt Discount 364<br>Cash & Cash Equivalents (19,333)<br>Restricted Cash (1,861)<br>Net Debt $ 426,390<br>Net Debt to Pro Forma EBITDA 7.3x |
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| REALTY GROWTH<br>The Strand at St. John’s Town Center<br>Jacksonville, FL | |
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Exhibit 99.3
| © CTO Realty Growth, Inc. | ctoreit.com<br>REALTY GROWTH<br>Supplemental Reporting Information<br>Q4 2022<br>Madison Yards<br>Atlanta, GA |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Full Year and Fourth Quarter 2022 Earnings Release 4<br>Key Financial Information<br>▪ Consolidated Balance Sheets 14<br>▪ Consolidated Statements of Operations 15<br>▪ Non-GAAP Financial Measures 16<br>Capitalization & Dividends 19<br>Summary of Debt 20<br>Debt Maturities 21<br>Investments 22<br>Dispositions 23<br>Portfolio Summary 24<br>Portfolio Detail 25<br>Leasing Summary 28<br>Comparable Leasing Summary 29<br>Same-Property NOI 30<br>Lease Expirations 31<br>Table of Contents |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Top Tenant Summary 33<br>Geographic Diversification 34<br>Other Assets 35<br>2023 Guidance 36<br>Contact Information & Research Coverage 37<br>Safe Harbor, Non-GAAP Financial Measures, and Definitions and Terms 38<br>Table of Contents |
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| © CTO Realty Growth, Inc. | ctoreit.com 4<br>Press Release<br>Contact: Matthew M. Partridge<br>Senior Vice President, Chief Financial Officer, and Treasurer<br>(407) 904-3324<br>mpartridge@ctoreit.com<br>FOR<br>IMMEDIATE<br>RELEASE CTO REALTY GROWTH REPORTS FULL YEAR AND<br>FOURTH QUARTER 2022 OPERATING RESULTS<br>WINTER PARK, FL – February 23, 2023 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”)<br>today announced its operating results and earnings for the quarter and year ended December 31, 2022.<br>Select Full Year 2022 Highlights<br>▪ Reported a Net Loss per diluted share attributable to common stockholders of ($0.09) for the year ended<br>December 31, 2022.<br>▪ Reported Core FFO per diluted share attributable to common stockholders of $1.74 for the year ended December<br>31, 2022.<br>▪ Reported AFFO per diluted share attributable to common stockholders of $1.83 for the year ended December<br>31, 2022.<br>▪ Invested a record $314.0 million into five mixed-use or retail property acquisitions totaling 1.3 million square<br>feet at a weighted-average going-in cash cap rate of 7.5%.<br>▪ Originated structured investments totaling $59.2 million at a weighted-average initial yield of 8.2%.<br>▪ Sold six income properties for total disposition volume of $81.1 million at a blended exit cap rate of 6.2%.<br>▪ Reported an increase of 13.0% in Same-Property NOI as compared to the year-ended December 31, 2021.<br>▪ Purchased 155,665 shares of common stock of Alpine Income Property Trust, Inc. (“PINE”) at a weighted<br>average gross price of $17.57 per share and recognized a non-cash, unrealized loss of $1.7 million on the mark-to-market of the Company’s investment in PINE.<br>▪ Issued a combined 5,016,026 shares of common stock through the Company’s inaugural follow-on equity<br>offering and under its ATM offering program at a weighted average gross price of $19.73 per share, for total<br>net proceeds of $95.3 million.<br>▪ Paid regular common stock cash dividends during the full year of 2022 of $1.49 per share, a 12.0% increase<br>over the Company’s 2021 common stock cash dividends.<br>Select Fourth Quarter 2022 Highlights<br>▪ Reported a Net Loss per diluted share attributable to common stockholders of ($0.21) for the quarter ended<br>December 31, 2022.<br>▪ Reported Core FFO per diluted share attributable to common stockholders of $0.34 for the quarter ended<br>December 31, 2022. |
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| © CTO Realty Growth, Inc. | ctoreit.com 5<br>▪ Reported AFFO per diluted share attributable to common stockholders of $0.37 for the quarter ended December<br>31, 2022.<br>▪ Completed three mixed-use or retail property acquisitions totaling 1.0 million square feet for a gross value of<br>$194.7 million at a weighted-average going-in cash cap rate of 8.0%.<br>▪ The Company sold 100% of its ownership interest in the entity that owned all of the Company’s mitigation<br>credit rights for gross proceeds of $8.1 million. As part of the transaction, the Company retained the right to 35<br>mitigation credits and/or mitigation credit rights for future sale.<br>▪ Reported a decrease in Same-Property NOI of (6.9%) as compared to the fourth quarter of 2021.<br>▪ Completed inaugural follow-on underwritten public common equity offering during the fourth quarter of 2022,<br>issuing 3,450,000 shares of common stock at a price per share of $19.00, generating net proceeds of<br>approximately $62.4 million.<br>▪ Paid a common stock cash dividend $0.38 per share, representing a 14.0% increase over the fourth quarter 2021<br>quarterly common stock cash dividend.<br>CEO Comments<br>“2022 was another record year of transaction and capital markets activities for us at CTO and we are fortunate to have<br>executed on a number of high-quality retail property acquisitions at favorable yields with an attractive investment basis<br>in our target growth markets. Our portfolio is now comprised of some of the strongest employment and population<br>locations in the country, primarily concentrated in the southeast and southwest in high-demand markets such as Atlanta,<br>Dallas and Raleigh,” said John P. Albright, President and Chief Executive Officer of CTO Realty Growth. “We enter<br>2023 with a tremendous amount of opportunity to grow long-term portfolio-level cash flow as we lease up acquired<br>vacancy and benefit from the resilient tenant demand and consumer traffic strength occurring in many of our top<br>markets. Our well-positioned balance sheet has ample liquidity for targeted investment and we’re hopeful that we’ll see<br>more attractive acquisition opportunities as the year progresses. When we combine our growth prospects with our<br>expanding pipeline of signed leases that have yet to commence rent and our attractive 8.1% dividend yield, we’re<br>optimistic we can bring all of these components together to drive long-term shareholder value.”<br>Year-to-Date Financial Results Highlights<br>The table below provides a summary of the Company’s operating results for the year ended December 31, 2022:<br>(in thousands, except per share data)<br>Year Ended<br>December 31, 2022<br>Year Ended<br>December 31, 2021<br>Variance to Comparable<br>Period in the Prior Year<br>Net Income Attributable to the Company $ 3,158 $ 29,940 $ (26,782) (89.5%)<br>Net Income (Loss) Attributable to Common<br>Stockholders $ (1,623) $ 27,615 $ (29,238) (105.9%)<br>Net Income (Loss) per Share Attributable to Common<br>Stockholders(1) $ (0.09) $ 1.56 $ (1.65) (105.8%)<br>Core FFO Attributable to Common Stockholders (2) $ 32,212 $ 22,766 $ 9,446 41.5%<br>Core FFO per Common Share – Diluted (2) $ 1.74 $ 1.29 $ 0.45 34.9%<br>AFFO Attributable to Common Stockholders (2) $ 33,925 $ 25,676 $ 8,249 32.1%<br>AFFO per Common Share – Diluted (2) $ 1.83 $ 1.45 $ 0.38 26.2%<br>Dividends Declared and Paid, per Preferred Share $ 1.59 $ 0.77 $ 0.82 105.7%<br>Dividends Declared and Paid, per Common Share $ 1.49 $ 1.33 $ 0.16 12.0% |
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| © CTO Realty Growth, Inc. | ctoreit.com 6<br>(1) The denominator for this measure in 2022 excludes the impact of 3.1 million shares related to the Company’s adoption of ASU 2020-06,<br>effective January 1, 2022, which requires presentation on an if-converted basis for its 2025 Convertible Senior Notes, as the impact would be<br>anti-dilutive.<br>(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<br>Attributable to the Company to non-GAAP financial measures, including FFO Attributable to Common Stockholders, FFO per Common Share<br>- Diluted, Core FFO Attributable to Common Stockholders, Core FFO per Common Share – Diluted, AFFO Attributable to Common<br>Stockholders and AFFO per Common Share - Diluted.<br>Quarterly Financial Results Highlights<br>The table below provides a summary of the Company’s operating results for the three months ended December 31,<br>2022:<br>(in thousands, except per share data)<br>For the Three<br>Months Ended<br>December 31, 2022<br>For the Three<br>Months Ended<br>December 31, 2021<br>Variance to Comparable<br>Period in the Prior Year<br>Net Income (Loss) Attributable to the Company $ (3,079) $ 1,932 $ (5,011) (259.4%)<br>Net Income (Loss) Attributable to Common<br>Stockholders $ (4,274) $ 736 $ (5,010) (680.7%)<br>Net Income (Loss) per Share Attributable to Common<br>Stockholders(1) $ (0.21) $ 0.04 $ (0.25) (625.0%)<br>Core FFO Attributable to Common Stockholders (2) $ 6,816 $ 6,713 $ 103 1.5%<br>Core FFO per Common Share – Diluted (2) $ 0.34 $ 0.38 $ (0.04) (10.5%)<br>AFFO Attributable to Common Stockholders (2) $ 7,361 $ 7,272 $ 89 1.2%<br>AFFO per Common Share – Diluted (2) $ 0.37 $ 0.41 $ (0.04) (9.8%)<br>Dividends Declared and Paid, per Preferred Share $ 0.40 $ 0.40 $ 0.00 0.00%<br>Dividends Declared and Paid, per Common Share $ 0.38 $ 0.33 $ 0.05 14.0%<br>(1) The denominator for this measure in 2022 excludes the impact of 3.2 million shares related to the Company’s adoption of ASU 2020-06,<br>effective January 1, 2022, which requires presentation on an if-converted basis for its 2025 Convertible Senior Notes, as the impact would be<br>anti-dilutive.<br>(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<br>(Loss) Attributable to the Company to non-GAAP financial measures, including FFO Attributable to Common Stockholders, FFO per<br>Common Share - Diluted, Core FFO Attributable to Common Stockholders, Core FFO per Common Share – Diluted, AFFO Attributable to<br>Common Stockholders and AFFO per Common Share - Diluted.<br>Investments<br>During the year ended December 31, 2022, the Company invested a record $314.0 million into five mixed-use or retail<br>property acquisitions totaling 1.3 million square feet and originated four structured investments to provide $59.2 million<br>of funding towards retail and mixed-use properties. These 2022 acquisitions and structured investments were completed<br>at a weighted average going-in yield of 7.7%.<br>During the three months ended December 31, 2022, the Company completed three mixed-use or retail property<br>acquisitions totaling 1.0 million square feet for a gross value of $194.7 million at a weighted-average going-in cash cap<br>rate of 8.0%. The Company’s fourth quarter 2022 investments included the following:<br>Acquired West Broad Village, a 392,000 square foot grocery-anchored lifestyle property situated 32.6 acres in the<br>Short Pump submarket of Richmond, Virginia for a purchase price of $93.9 million. The property, anchored by Whole<br>Foods and REI, is comprised of approximately 297,700 square feet of retail and 94,300 |
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| © CTO Realty Growth, Inc. | ctoreit.com 7<br>▪ square feet of complementary office and includes a combination of national and local tenants spanning the<br>grocery, food & beverage, entertainment, education, home décor, childcare and medical sectors.<br>▪ Purchased The Collection at Forsyth, a 560,000 square foot lifestyle, mixed-use property spanning 58.9<br>acres in the Forsyth County submarket of Atlanta, Georgia for a purchase price of $96.0 million. Built in<br>2008, the property provides a mix of national and local tenants, including Academy Sports, AMC Theatres,<br>Children’s Healthcare of Atlanta, Ted’s Montana Grill, DSW and Barnes & Noble.<br>▪ Acquired an assemblage of five restaurant and parking parcels encompassing 28,500 square feet of leasable<br>space across 3.8 acres in the tourist district of Daytona Beach, Florida for $4.8 million. The properties are<br>less than one mile from the Company’s two existing beachside Daytona Beach restaurant properties, which<br>are seeing record gross revenues despite disruption from last year’s hurricane season. The Company intends<br>to lease the properties to new operators after purchasing the portfolio off-market from the prior owner who<br>has made the decision to retire after operating the properties for the past three decades.<br>Dispositions<br>During the year ended December 31, 2022, the Company sold six properties, two of which were classified as commercial<br>loan investments due to the respective tenants’ repurchase options, for $81.1 million at a weighted average exit cap rate<br>of 6.2%.<br>Portfolio Summary<br>The Company’s income property portfolio consisted of the following as of December 31, 2022:<br>Asset Type # of Properties Square Feet<br>Weighted Average<br>Remaining Lease Term<br>Single Tenant 8 436 5.7 years<br>Multi-Tenant 15 3,283 4.8 years<br>Total / Weighted Average Lease Term 23 3,719 5.5 years<br>Property Type # of Properties Square Feet % of Cash Base Rent<br>Retail 15 1,967 50.1%<br>Office 3 395 10.3%<br>Mixed-Use 5 1,357 39.6%<br>Total / Weighted Average Lease Term 23 3,719 100%<br>Square feet in thousands.<br>Leased Occupancy 92.9%<br>Occupancy 90.2%<br>Same Property Net Operating Income<br>During the full year of 2022, the Company’s Same-Property NOI totaled $22.9 million, an increase of 13.0% over the<br>comparable prior year period, as presented in the following table. |
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| © CTO Realty Growth, Inc. | ctoreit.com 8<br>Year Ended<br>December 31, 2022<br>Year Ended<br>December 31, 2021<br>Variance to Comparable<br>Period in the Prior Year<br>Single Tenant $ 8,557 $ 8,238 $ 319 3.9%<br>Multi-Tenant 14,300 11,988 2,312 19.3%<br>Total $ 22,857 $ 20,226 $ 2,631 13.0%<br>In thousands.<br>The Company’s Same-Property NOI totaled $8.1 million during the fourth quarter of 2022, a decrease of (6.9%) over<br>the comparable prior year period, as presented in the following table.<br>For the Three<br>Months Ended<br>December 31, 2022<br>For the Three<br>Months Ended<br>December 31, 2021<br>Variance to Comparable<br>Period in the Prior Year<br>Single Tenant $ 2,745 $ 2,758 $ (13) (0.5%)<br>Multi-Tenant 5,370 5,958 (588) (9.9%)<br>Total $ 8,115 $ 8,716 $ (601) (6.9%)<br>In thousands.<br>Leasing Activity<br>During the year ended December 31, 2022, the Company signed 60 leases totaling 216,931 square feet. On a comparable<br>basis, which excludes vacancy existing at the time of acquisition, CTO signed 35 leases totaling 127,673 square feet at<br>an average cash base rent of $32.29 per square foot compared to a previous average cash base rent of $27.54 per square<br>foot, representing 17.3% comparable growth.<br>A summary of the Company’s overall leasing activity for the year ended December 31, 2022, is as follows:<br>Square<br>Feet<br>Weighted Average<br>Lease Term<br>Cash Rent Per<br>Square Foot<br>Tenant<br>Improvements<br>Leasing<br>Commissions<br>New Leases 121.6 9.4 years $32.24 $ 6,746 $ 2,024<br>Renewals & Extensions 95.3 5.3 years $30.24 $ 395 $ 150<br>Total / Weighted Average 216.9 7.6 years $31.36 $ 7,141 $ 2,174<br>In thousands except for per square foot and weighted average lease term data.<br>During the fourth quarter of 2022, the Company signed 14 leases totaling 43,568 square feet. On a comparable basis,<br>which excludes vacancy existing at the time of acquisition, CTO signed 9 leases totaling 20,860 square feet at an average<br>cash base rent of $29.59 per square foot compared to a previous average cash base rent of $26.86 per square foot,<br>representing 10.1% comparable growth.<br>A summary of the Company’s overall leasing activity for the quarter ended December 31, 2022, is as follows:<br>Square<br>Feet<br>Weighted Average<br>Lease Term<br>Cash Rent Per<br>Square Foot<br>Tenant<br>Improvements<br>Leasing<br>Commissions<br>New Leases 22.7 8.5 years $25.18 $ 309 $ 362<br>Renewals & Extensions 20.9 4.2 years $29.59 $ 27 $ 12<br>Total / Weighted Average 43.6 6.2 years $27.29 $ 336 $ 374<br>In thousands except for per square foot and weighted average lease term data. |
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| © CTO Realty Growth, Inc. | ctoreit.com 9<br>Subsurface Interests and Mitigation Credits<br>During the year ended December 31, 2022, the Company sold approximately 14,600 acres of subsurface oil, gas and<br>mineral rights for $1.7 million, resulting in aggregate gains of $1.6 million. As of December 31, 2022, the Company<br>owns full or fractional subsurface oil, gas, and mineral interests underlying approximately 355,000 “surface” acres of<br>land owned by others in 19 counties in Florida.<br>During the three months ended December 31, 2022, the Company sold approximately 3 acres of subsurface oil, gas,<br>and mineral rights for $0.1 million, resulting in aggregate gains of $0.1 million.<br>During the year ended December 31, 2022, the Company sold approximately 34.4 mitigation credits for $3.5 million,<br>resulting in aggregate gains of $1.1 million.<br>During the three months ended December 31, 2022, the Company sold approximately 7.3 mitigation credits for $0.9<br>million, resulting in aggregate gains of $0.3 million.<br>In addition to the Company’s mitigation credit sales throughout the year 2022, during the fourth quarter, the Company<br>sold 100% of its ownership interest in the entity that owned all of the Company’s mitigation credit rights for gross<br>proceeds of $8.1 million. As part of the transaction, the Company retained the right to 35 mitigation credits and/or<br>mitigation credit rights for future sale.<br>Capital Markets and Balance Sheet<br>During the quarter ended December 31, 2022, the Company completed the following notable capital markets activities:<br>▪ On December 5, 2022, the Company closed its underwritten public offering of 3,450,000 shares of common<br>stock, which includes the full exercise of the underwriters’ option to purchase additional shares, at a price to<br>the public of $19.00 per share, generating net proceeds of $62.4 million.<br>▪ Issued 604,765 common shares under its ATM offering program at a weighted average gross price of $20.29<br>per share, for total net proceeds of $12.1 million.<br>The following table provides a summary of the Company’s long-term debt, at face value, as of December 31, 2022:<br>Component of Long-Term Debt Principal Interest Rate Maturity Date<br>2025 Convertible Senior Notes $51.0 million 3.875% April 2025<br>2026 Term Loan (1) $65.0 million SOFR + 10 bps + [1.25% – 2.20%] March 2026<br>Mortgage Note (2) $17.8 million 4.06% August 2026<br>Revolving Credit Facility $113.8 million SOFR + 10 bps + [1.25% – 2.20%] January 2027<br>2027 Term Loan (3) $100.0 million SOFR + 10 bps + [1.25% – 2.20%] January 2027<br>2028 Term Loan (4) $100.0 million SOFR + 10 bps + [1.20% – 2.15%] January 2028<br>Total Debt / Weighted Average Interest Rate $447.6 million 3.94%<br>(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<br>swap rate of 0.26% plus the 10 bps SOFR adjustment plus the applicable spread.<br>(2) Mortgage note assumed in connection with the acquisition of Price Plaza Shopping Center located in Katy, Texas.<br>(3) 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%<br>plus the 10 bps SOFR adjustment plus the applicable spread.<br>(4) The Company entered into interest rate swaps on the $100.0 million 2028 Term Loan balance to fix SOFR and achieve a weighted average<br>fixed swap rate of 3.78% plus the 10 bps SOFR adjustment plus the applicable spread. |
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| © CTO Realty Growth, Inc. | ctoreit.com 10<br>As of December 31, 2022, the Company’s net debt to Pro Forma EBITDA was 7.3 times, and as defined in the<br>Company’s credit agreement, the Company’s fixed charge coverage ratio was 3.4 times. As of December 31, 2022, the<br>Company’s net debt to total enterprise value was 46.4%. The Company calculates total enterprise value as the sum of<br>net debt, par value of its 6.375% Series A preferred equity, and the market value of the Company's outstanding common<br>shares.<br>Dividends<br>On November 22, 2022, the Company announced a cash dividend on its common stock and Series A Preferred stock<br>for the fourth quarter of 2022 of $0.38 per share and $0.40 per share, respectively, payable on December 30, 2022 to<br>stockholders of record as of the close of business on December 12, 2022. The fourth quarter 2022 common stock cash<br>dividend represents a 14.0% increase over the comparable prior year period quarterly dividend and a payout ratio of<br>111.8% and 102.7% of the Company’s fourth quarter 2022 Core FFO per diluted share and AFFO per diluted share,<br>respectively.<br>During the year ended December 31, 2022, the Company paid cash dividends on its common stock and Series A<br>Preferred stock of $1.49 per share and $1.59 per share, respectively. The 2022 common stock cash dividends represent<br>a 12.0% increase over the Company’s full year 2021 common stock cash dividends and payout ratios of 85.8% and<br>81.6% of the Company’s full year 2022 Core FFO per diluted share and AFFO per diluted share, respectively.<br>On February 22, 2023, the Company declared a common stock cash dividend for the first quarter of 2023 of $0.38 per<br>share, representing an annualized yield of 8.1% based on the closing price of the Company’s common stock on February<br>22, 2023.<br>2023 Guidance<br>The Company’s estimated Core FFO per diluted share and AFFO per diluted share for 2023 is as follows:<br>2023 Guidance Range<br>Low High<br>Core FFO Per Diluted Share $1.50 to $1.55<br>AFFO Per Diluted Share $1.64 to $1.69<br>The Company’s 2023 guidance includes but is not limited to the following assumptions:<br>▪ Same-Property NOI growth of 1% to 4%, including the impact of elevated bad debt expense, occupancy loss<br>and costs associated with tenants in bankruptcy and/or tenant lease defaults<br>▪ General and administrative expense within a range of $14 million to $15 million<br>▪ Weighted average diluted shares outstanding between 22.8 million shares and 23.6 million shares<br>▪ Year-end 2023 leased occupancy projected to be within a range of 94% to 95% before any potential impact<br>from 2023 income property acquisitions and/or dispositions<br>▪ Investment in income producing assets, including structured investments, between $100 million and $250<br>million at a weighted average initial cash yield between 7.25% and 8.00%<br>▪ Disposition of assets between $5 million and $75 million at a weighted average exit cash yield between 6.00%<br>and 7.50% |
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| © CTO Realty Growth, Inc. | ctoreit.com 11<br>Earnings Conference Call & Webcast<br>The Company will host a conference call to present its operating results for the quarter and year ended December 31,<br>2022 on Friday, February 24, 2023, at 9:00 AM ET.<br>A live webcast of the call will be available on the Investor Relations page of the Company’s website at www.ctoreit.com<br>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<br>details below and you will be provided with dial-in details.<br>Webcast: https://edge.media-server.com/mmc/p/2wxuo8wm<br>Dial-In: https://register.vevent.com/register/BI79f7467911aa4987b972fb9149643328<br>We encourage participants to dial into the conference call at least fifteen minutes ahead of the scheduled start time. A<br>replay of the earnings call will be archived and available online through the Investor Relations section of the Company’s<br>website at www.ctoreit.com.<br>About CTO Realty Growth, Inc.<br>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<br>manages and owns a meaningful interest in Alpine Income Property Trust, Inc. (NYSE: PINE), a publicly traded net<br>lease REIT.<br>We encourage you to review our most recent investor presentation and supplemental financial information, which is<br>available on our website at www.ctoreit.com.<br>Safe Harbor<br>Certain statements contained in this press release (other than statements of historical fact) are forward-looking<br>statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the<br>Securities Exchange Act of 1934, as amended. Forward-looking statements can typically be identified by words such<br>as “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,” “could,” “may,” “should,” “plan,” “potential,”<br>“predict,” “forecast,” “project,” and similar expressions, as well as variations or negatives of these words.<br>Although forward-looking statements are made based upon management’s present expectations and reasonable beliefs<br>concerning future developments and their potential effect upon the Company, a number of factors could cause the<br>Company’s actual results to differ materially from those set forth in the forward-looking statements. Such factors may<br>include, but are not limited to: the Company’s ability to remain qualified as a REIT; the Company’s exposure to U.S.<br>federal and state income tax law changes, including changes to the REIT requirements; general adverse economic and<br>real estate conditions; macroeconomic and geopolitical factors, including but not limited to inflationary pressures,<br>interest rate volatility, global supply chain disruptions, and ongoing geopolitical war; the ultimate geographic spread,<br>severity and duration of pandemics such as the COVID-19 Pandemic and its variants, actions that may be taken by<br>governmental authorities to contain or address the impact of such pandemics, and the potential negative impacts of such<br>pandemics on the global economy and the Company’s financial condition and results of operations; the inability of<br>major tenants to continue paying their rent or obligations due to bankruptcy, insolvency or a general downturn in their<br>business; the loss or failure, or decline in the business or assets of PINE; the completion of 1031 exchange transactions;<br>the availability of investment properties that meet the Company’s investment goals and criteria; the uncertainties<br>associated with obtaining required governmental permits and satisfying other closing conditions for planned<br>acquisitions and sales; and the uncertainties and risk factors discussed in the Company’s Annual Report on Form 10-K<br>for the fiscal year ended December 31, 2022 and other risks and uncertainties discussed from time to time in the<br>Company’s filings with the U.S. Securities and Exchange Commission. |
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| © CTO Realty Growth, Inc. | ctoreit.com 12<br>There can be no assurance that future developments will be in accordance with management’s expectations or that the<br>effect of future developments on the Company will be those anticipated by management. Readers are cautioned not to<br>place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The<br>Company undertakes no obligation to update the information contained in this press release to reflect subsequently<br>occurring events or circumstances.<br>Non-GAAP Financial Measures<br>Our reported results are presented in accordance with accounting principles generally accepted in the United States of<br>America (“GAAP”). We also disclose Funds From Operations (“FFO”), Core Funds From Operations (“Core FFO”),<br>Adjusted Funds From Operations (“AFFO”), Pro Forma Earnings Before Interest, Taxes, Depreciation and<br>Amortization (“Pro Forma EBITDA”), and Same-Property Net Operating Income (“Same-Property NOI”), each of<br>which are non-GAAP financial measures. We believe these non-GAAP financial measures are useful to investors<br>because they are widely accepted industry measures used by analysts and investors to compare the operating<br>performance of REITs.<br>FFO, Core FFO, AFFO, Pro Forma EBITDA, and Same-Property NOI do not represent cash generated from operating<br>activities and are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not<br>be considered alternatives to net income as a performance measure or cash flows from operating activities as reported<br>on our statement of cash flows as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP<br>financial measures.<br>We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of<br>Real Estate Investment Trusts, or NAREIT. NAREIT defines FFO as GAAP net income or loss adjusted to exclude<br>extraordinary items (as defined by GAAP), net gain or loss from sales of depreciable real estate assets, impairment<br>write-downs associated with depreciable real estate assets and real estate related depreciation and amortization,<br>including the pro rata share of such adjustments of unconsolidated subsidiaries. The Company also excludes the gains<br>or losses from sales of assets incidental to the primary business of the REIT which specifically include the sales of<br>mitigation credits, impact fee credits, subsurface sales, and land sales, in addition to the mark-to-market of the<br>Company’s investment securities and interest related to the 2025 Convertible Senior Notes, if the effect is dilutive. To<br>derive Core FFO, we modify the NAREIT computation of FFO to include other adjustments to GAAP net income<br>related to gains and losses recognized on the extinguishment of debt, amortization of above- and below-market lease<br>related intangibles, and other unforecastable market- or transaction-driven non-cash items. To derive AFFO, we further<br>modify the NAREIT computation of FFO and Core FFO to include other adjustments to GAAP net income related to<br>non-cash revenues and expenses such as straight-line rental revenue, non-cash compensation, and other non-cash<br>amortization, as well as adding back the interest related to the 2025 Convertible Senior Notes, if the effect is dilutive.<br>Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term<br>operating performance. We use AFFO as one measure of our performance when we formulate corporate goals.<br>To derive Pro Forma EBITDA, GAAP net income or loss attributable to the Company is adjusted to exclude<br>extraordinary items (as defined by GAAP), net gain or loss from sales of depreciable real estate assets, impairment<br>write-downs associated with depreciable real estate assets and real estate related depreciation and amortization,<br>including the pro rata share of such adjustments of unconsolidated subsidiaries, non-cash revenues and expenses such<br>as straight-line rental revenue, amortization of deferred financing costs, above- and below-market lease related<br>intangibles, non-cash compensation, and other non-cash income or expense. Cash interest expense is also excluded from<br>Pro Forma EBITDA, and GAAP net income or loss is adjusted for the annualized impact of acquisitions, dispositions<br>and other similar activities.<br>To derive Same-Property NOI, GAAP net income or loss attributable to the Company is adjusted to exclude<br>extraordinary items (as defined by GAAP), gain or loss on disposition of assets, gain or loss on extinguishment of<br>debt, impairment charges, and depreciation and amortization, including the pro rata share of such adjustments of<br>unconsolidated subsidiaries, if any, non-cash revenues and expenses such as above- and below-market lease related |
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| © CTO Realty Growth, Inc. | ctoreit.com 13<br>intangibles, straight-line rental revenue, and other non-cash income or expense. Interest expense, general and<br>administrative expenses, investment and other income or loss, income tax benefit or expense, real estate operations<br>revenues and direct cost of revenues, management fee income, and interest income from commercial loans and<br>investments are also excluded from Same-Property NOI. GAAP net income or loss is further adjusted to remove the<br>impact of properties that were not owned for the full current and prior year reporting periods presented. Cash rental<br>income received under the leases pertaining to the Company’s assets that are presented as commercial loans and<br>investments in accordance with GAAP is also used in lieu of the interest income equivalent.<br>FFO is used by management, investors and analysts to facilitate meaningful comparisons of operating performance<br>between periods and among our peers primarily because it excludes the effect of real estate depreciation and<br>amortization and net gains or losses on sales, which are based on historical costs and implicitly assume that the value<br>of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. We believe<br>that Core FFO and AFFO are additional useful supplemental measures for investors to consider because they will help<br>them to better assess our operating performance without the distortions created by other non-cash revenues or expenses.<br>We also believe that Pro Forma EBITDA is an additional useful supplemental measure for investors to consider as it<br>allows for a better assessment of our operating performance without the distortions created by other non-cash revenues,<br>expenses or certain effects of the Company’s capital structure on our operating performance. We use Same-Property<br>NOI to compare the operating performance of our assets between periods. It is an accepted and important measurement<br>used by management, investors and analysts because it includes all property-level revenues from the Company’s<br>properties, less operating and maintenance expenses, real estate taxes and other property-specific expenses (“Net<br>Operating Income” or “NOI”) of properties that have been owned and stabilized for the entire current and prior year<br>reporting periods. Same-Property NOI attempts to eliminate differences due to the acquisition or disposition of<br>properties during the particular period presented, and therefore provides a more comparable and consistent performance<br>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. |
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| © CTO Realty Growth, Inc. | ctoreit.com 14<br>Consolidated Balance Sheet<br>CTO Realty Growth, Inc.<br>Consolidated Balance Sheets<br>(In thousands, except share and per share data)<br>As of<br><br>December 31,<br>2022<br>December 31,<br>2021<br>ASSETS<br>Real Estate:<br>Land, at Cost $ 233,930 $ 189,589<br>Building and Improvements, at Cost 530,029 325,418<br>Other Furnishings and Equipment, at Cost 748 707<br>Construction in Process, at Cost 6,052 3,150<br>Total Real Estate, at Cost 770,759 518,864<br>Less, Accumulated Depreciation (36,038) (24,169)<br>Real Estate—Net 734,721 494,695<br>Land and Development Costs 685 692<br>Intangible Lease Assets—Net 115,984 79,492<br>Assets Held for Sale — 6,720<br>Investment in Alpine Income Property Trust, Inc. 42,041 41,037<br>Mitigation Credits 1,856 3,702<br>Mitigation Credit Rights 725 21,018<br>Commercial Loans and Investments 31,908 39,095<br>Cash and Cash Equivalents 19,333 8,615<br>Restricted Cash 1,861 22,734<br>Refundable Income Taxes 448 442<br>Deferred Income Taxes—Net 2,530 —<br>Other Assets 34,453 14,897<br>Total Assets $ 986,545 $ 733,139<br>LIABILITIES AND STOCKHOLDERS’ EQUITY<br>Liabilities:<br>Accounts Payable $ 2,544 $ 676<br>Accrued and Other Liabilities 18,028 13,121<br>Deferred Revenue 5,735 4,505<br>Intangible Lease Liabilities—Net 9,885 5,601<br>Deferred Income Taxes—Net — 483<br>Long-Term Debt 445,583 278,273<br>Total Liabilities 481,775 302,659<br>Commitments and Contingencies<br>Stockholders’ Equity:<br>Preferred Stock – 100,000,000 shares authorized; $0.01 par value, 6.375% Series A<br>Cumulative Redeemable Preferred Stock, $25.00 Per Share Liquidation Preference,<br>3,000,000 shares issued and outstanding at December 31, 2022 and December 31, 2021 30 30<br>Common Stock – 500,000,000 shares authorized; $0.01 par value, 22,854,775 shares<br>issued and outstanding at December 31, 2022; and 17,748,678 shares issued and<br>outstanding at December 31, 2021 229 60<br>Additional Paid-In Capital 172,471 85,414<br>Retained Earnings 316,279 343,459<br>Accumulated Other Comprehensive Income 15,761 1,517<br>Total Stockholders’ Equity 504,770 430,480<br>Total Liabilities and Stockholders’ Equity $ 986,545 $ 733,139 |
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| © CTO Realty Growth, Inc. | ctoreit.com 15<br>Consolidated P&L<br>CTO Realty Growth, Inc.<br>Consolidated Statements of Operations<br>(In thousands, except share, per share and dividend data)<br>(Unaudited)<br>Three Months Ended Year Ended<br>December 31, December 31, December 31, December 31,<br> 2022 2021 2022 2021<br>Revenues<br>Income Properties $ 19,628 $ 13,922 $ 68,857 $ 50,679<br>Management Fee Income 994 944 3,829 3,305<br>Interest Income From Commercial Loans and Investments 841 725 4,172 2,861<br>Real Estate Operations 1,067 9,109 5,462 13,427<br>Total Revenues 22,530 24,700 82,320 70,272<br>Direct Cost of Revenues<br>Income Properties (6,421) (4,127) (20,364) (13,815)<br>Real Estate Operations (553) (7,748) (2,493) (8,615)<br>Total Direct Cost of Revenues (6,974) (11,875) (22,857) (22,430)<br>General and Administrative Expenses (3,927) (2,725) (12,899) (11,202)<br>Impairment Charges — (1,072) — (17,599)<br>Depreciation and Amortization (8,454) (5,153) (28,855) (20,581)<br>Total Operating Expenses (19,355) (20,825) (64,611) (71,812)<br>Gain (Loss) on Disposition of Assets (11,770) 210 (7,042) 28,316<br>Loss on Extinguishment of Debt — (2,790) — (3,431)<br>Other Gains (Loss) (11,770) (2,580) (7,042) 24,885<br>Total Operating Income (Loss) (8,595) 1,295 10,667 23,345<br>Investment and Other Income (Loss) 7,046 4,007 776 12,445<br>Interest Expense (3,899) (2,078) (11,115) (8,929)<br>Income (Loss) Before Income Tax Benefit (Expense) (5,448) 3,224 328 26,861<br>Income Tax Benefit (Expense) 2,369 (1,292) 2,830 3,079<br>Net Income (Loss) Attributable to the Company (3,079) 1,932 3,158 29,940<br>Distributions to Preferred Stockholders (1,195) (1,196) (4,781) (2,325)<br>Net Income (Loss) Attributable to Common Stockholders $ (4,274) $ 736 $ (1,623) $ 27,615<br>Per Share Information:<br>Basic and Diluted Net Income (Loss) Attributable to Common<br>Stockholders $ (0.21) $ 0.04 $ (0.09) $ 1.56<br>Weighted Average Number of Common Shares<br>Basic and Diluted 19,884,782 17,671,194 18,508,201 17,676,809<br>Dividends Declared and Paid – Preferred Stock $ 0.40 $ 0.40 $ 1.59 $ 0.77<br>Dividends Declared and Paid – Common Stock $ 0.38 $ 0.33 $ 1.49 $ 1.33 |
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| © CTO Realty Growth, Inc. | ctoreit.com 16<br>Non-GAAP Financial Measures<br>CTO Realty Growth, Inc.<br>Non-GAAP Financial Measures<br>Same-Property NOI Reconciliation<br>(Unaudited)<br>(In thousands)<br>Three Months Ended Year Ended<br>December 31,<br>2022<br> December 31,<br>2021<br>December 31,<br>2022<br>December 31,<br>2021<br>Net Income (Loss) Attributable to the Company $ (3,079) $ 1,932 $ 3,158 $ 29,940<br>Loss (Gain) on Disposition of Assets 11,770 (210) 7,042 (28,316)<br>Loss on Extinguishment of Debt — 2,790 — 3,431<br>Impairment Charges — 1,072 — 17,599<br>Depreciation and Amortization 8,454 5,153 28,855 20,581<br>Amortization of Intangibles to Lease Income (676) (416) (2,161) 404<br>Straight-Line Rent Adjustment 521 599 2,166 2,443<br>COVID-19 Rent Repayments (26) (104) (105) (842)<br>Accretion of Tenant Contribution 40 39 154 236<br>Interest Expense 3,899 2,078 11,115 8,929<br>General and Administrative Expenses 3,927 2,725 12,899 11,202<br>Investment and Other Income (7,046) (4,007) (776) (12,445)<br>Income Tax Expense (Benefit) (2,369) 1,292 (2,830) (3,079)<br>Real Estate Operations Revenues (1,067) (9,109) (5,462) (13,427)<br>Real Estate Operations Direct Cost of Revenues 553 7,748 2,493 8,615<br>Management Fee Income (994) (944) (3,829) (3,305)<br>Interest Income from Commercial Loans and Investments (841) (725) (4,172) (2,861)<br>Less: Impact of Properties Not Owned for the Full Reporting Period (4,951) (1,197) (25,690) (18,879)<br>Same-Property NOI $ 8,115 $ 8,716 $ 22,857 $ 20,226 |
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| © CTO Realty Growth, Inc. | ctoreit.com 17<br>Non-GAAP Financial Measures<br>CTO Realty Growth, Inc.<br>Non-GAAP Financial Measures<br>(Unaudited)<br>(In thousands, except per share data)<br>Three Months Ended Year Ended<br>December 31,<br>2022<br>December 31,<br>2021<br>December 31,<br>2022<br>December 31,<br>2021<br>Net Income (Loss) Attributable to the Company $ (3,079) $ 1,932 $ 3,158 $ 29,940<br>Add Back: Effect of Dilutive Interest Related to 2025 Notes (1) — — — —<br>Net Income Attributable to the Company, If-Converted $ (3,079) $ 1,932 3,158 29,940<br>Depreciation and Amortization of Real Estate 8,440 5,153 28,799 20,581<br>Loss (Gain) on Disposition of Assets, Net of Income Tax 8,898 (210) 4,170 (28,316)<br>Gain on Disposition of Other Assets (519) (1,375) (2,992) (4,924)<br>Impairment Charges, Net — 809 — 13,283<br>Unrealized Loss (Gain) on Investment Securities (6,405) (3,446) 1,697 (10,340)<br>Income Tax Expense from Non-FFO Items — 1,840 — 1,840<br>Funds from Operations $ 7,335 $ 4,703 $ 34,832 $ 22,064<br>Distributions to Preferred Stockholders (1,195) (1,196) (4,781) (2,325)<br>Funds From Operations Attributable to Common Stockholders $ 6,140 $ 3,507 $ 30,051 $ 19,739<br>Loss on Extinguishment of Debt — 2,790 — 3,431<br>Amortization of Intangibles to Lease Income 676 416 2,161 (404)<br>Less: Effect of Dilutive Interest Related to 2025 Notes(1) — — — —<br>Core Funds From Operations Attributable to Common<br>Stockholders $ 6,816 $ 6,713 $ 32,212 $ 22,766<br>Adjustments:<br>Straight-Line Rent Adjustment (521) (599) (2,166) (2,443)<br>COVID-19 Rent Repayments 26 104 105 842<br>Other Depreciation and Amortization (33) (149) (232) (676)<br>Amortization of Loan Costs, Discount on Convertible Debt, and<br>Capitalized Interest 264 469 774 1,864<br>Non-Cash Compensation 809 734 3,232 3,168<br>Non-Recurring G&A — — — 155<br>Adjusted Funds From Operations Attributable to Common<br>Stockholders $ 7,361 $ 7,272 $ 33,925 $ 25,676<br>FFO Attributable to Common Stockholders per Common Share –<br>Diluted $ 0.31 $ 0.20 $ 1.62 $ 1.12<br>Core FFO Attributable to Common Stockholders per Common<br>Share – Diluted $ 0.34 $ 0.38 $ 1.74 $ 1.29<br>AFFO Attributable to Common Stockholders per Common Share –<br>Diluted $ 0.37 $ 0.41 $ 1.83 $ 1.45<br>(1) Interest related to the 2025 Convertible Senior Notes excluded from net income attributable to the Company to derive FFO effective January<br>1, 2022 due to the implementation of ASU 2020-06 which requires presentation on an if-converted basis, as the impact to net income<br>attributable to common stockholders would be anti-dilutive. |
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| © CTO Realty Growth, Inc. | ctoreit.com 18<br>Non-GAAP Financial Measures<br>CTO Realty Growth, Inc.<br>Non-GAAP Financial Measures<br>Reconciliation of Net Debt to Pro Forma EBITDA<br>(Unaudited)<br>(In thousands)<br>Three Months Ended<br>December 31, 2022<br>Net Loss Attributable to the Company $ (3,079)<br>Depreciation and Amortization of Real Estate 8,440<br>Loss on Disposition of Assets, Net of Income Tax 8,898<br>Gain on Disposition of Other Assets (519)<br>Unrealized Gain on Investment Securities (6,405)<br>Distributions to Preferred Stockholders (1,195)<br>Straight-Line Rent Adjustment (521)<br>Amortization of Intangibles to Lease Income 676<br>Other Non-Cash Amortization (33)<br>Amortization of Loan Costs and Discount on Convertible Debt 264<br>Non-Cash Compensation 809<br>Interest Expense, Net of Amortization of Loan Costs and Discount on Convertible Debt 3,635<br>EBITDA $ 10,970<br>Annualized EBITDA $ 43,880<br>Pro Forma Annualized Impact of Current Quarter Acquisitions and Dispositions, Net (1) 14,166<br>Pro Forma EBITDA $ 58,046<br>Total Long-Term Debt $ 445,583<br>Financing Costs, Net of Accumulated Amortization 1,637<br>Unamortized Convertible Debt Discount 364<br>Cash & Cash Equivalents (19,333)<br>Restricted Cash (1,861)<br>Net Debt $ 426,390<br>Net Debt to Pro Forma EBITDA 7.3x<br>(1) Reflects the pro forma annualized impact on Annualized EBITDA of the Company’s acquisition and disposition activity during the three<br>months ended December 31, 2022. |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Capitalization & Dividends<br>$ and shares outstanding in thousands, except per share data. Any differences are a result of rounding.<br>Equity Capitalization<br>Common Shares Outstanding 22,855<br>Common Share Price $18.28<br>Total Common Equity Market Capitalization $417,789<br>Series A Preferred Shares Outstanding 3,000<br>Series A Preferred Par Value Per Share $25.00<br>Series A Preferred Par Value $75,000<br>Total Equity Capitalization $492,789<br>Debt Capitalization<br>Total Debt Outstanding $447,584<br>Total Capitalization $940,373<br>Cash, Restricted Cash & Cash Equivalents $21,194<br>Total Enterprise Value $919,179<br>Dividends Paid Common Preferred<br>Q1 2022 $0.36 $0.40<br>Q2 2022 $0.37 $0.40<br>Q3 2022 $0.38 $0.40<br>Q4 2022 $0.38 $0.40<br>Trailing Twelve Months Q4 2022 $1.49 $1.59<br>Q4 2022 Core FFO Per Diluted Share $0.34<br>Q4 2022 AFFO Per Diluted Share $0.37<br>Q4 2022 Core FFO Payout Ratio 111.8%<br>Q4 2022 AFFO Payout Ratio 102.7%<br>Dividend Yield<br>Q4 2022 $0.38 $0.40<br>Annualized Q4 2022 Dividend $1.52 $1.59<br>Price Per Share as of December 31, 2022 $18.28 $20.45<br>Implied Dividend Yield 8.3% 7.8%<br>19 |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Debt Summary<br>$ in thousands. Any differences are a result of rounding.<br>(1) See reconciliation as part of Non-GAAP Financial Measures in the Company’s Fourth Quarter 2022 Earnings Release.<br>Indebtedness Outstanding Face Value Interest Rate Maturity Date Type<br>Revolving Credit Facility $113,750 SOFR + 10 bps + [1.25% – 2.20%] January 2027 Variable<br>2025 Convertible Senior Notes 51,034 3.88% April 2025 Fixed<br>2026 Term Loan 65,000 SOFR + 10 bps + [1.25% – 2.20%] March 2026 Fixed<br>2027 Term Loan 100,000 SOFR + 10 bps + [1.25% – 2.20%] January 2027 Fixed<br>2028 Term Loan 100,000 SOFR + 10 bps + [1.20% – 2.15%] January 2028 Fixed<br>Mortgage Note 17,800 4.06% August 2026 Fixed<br>Total / Wtd. Avg. $447,584 3.94%<br>Fixed vs. Variable Face Value Interest Rate % of Total Debt<br>Total Fixed Rate Debt 333,834 3.32% 75%<br>Total Variable Rate Debt 113,750 SOFR + 10 bps + [1.25% – 2.20%] 25%<br>Total / Wtd. Avg. $447,584 3.94% 100%<br>Leverage Metrics<br>Face Value of Debt $447,584<br>Cash, Restricted Cash & Cash Equivalents ($21,194)<br>Net Debt $426,390<br>Total Enterprise Value $919,179<br>Net Debt to Total Enterprise Value 46%<br>Net Debt to Pro Forma EBITDA(1) 7.3x<br>20 |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Debt Maturities<br>$ in thousands. Any differences are a result of rounding.<br>Year Outstanding % of Debt Maturing Cumulative % of Debt Maturing Weighted Average Rate<br>2023 $ − − % − % − %<br>2024 − − % − % − %<br>2025 51,034 11.40% 11.40% 3.88%<br>2026 82,800 18.50% 29.90% 2.21%<br>2027 213,750 47.76% 77.66% 4.05%<br>2028 100,000 22.34% 100.00% 5.18%<br>Total $447,584 100.00% 3.94%<br>21 |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Year-to-Date Investments<br>$ in thousands. Any differences are a result of rounding.<br>Property Acquisitions Market Type Date Acquired Square Feet Price<br>Occupancy<br>At Acq.<br>Price Plaza Shopping Center – Katy, TX Houston, TX Multi-Tenant Retail March 2022 200,576 $39,100 95%<br>Madison Yards – Atlanta, GA Atlanta, GA Multi-Tenant Retail July 2022 162,521 $80,200 99%<br>West Broad Village – Glen Allen, VA Richmond, VA Grocery-Anchored Retail October 2022 392,007 $93,850 83%<br>Main Street Portfolio – Daytona Beach, FL Daytona Beach, FL Single Tenant Retail December 2022 28,511 $4,843 100%<br>The Collection at Forsyth – Cumming, GA Atlanta, GA Lifestyle December 2022 560,434 $96,000 86%<br>Total Acquisitions 1,349,286 $313,993<br>22<br>Structured Investments Market Type<br>Date<br>Originated<br>Capital<br>Commitment Structure<br>Phase II of The Exchange at Gwinnett – Buford, GA Atlanta, GA Retail Outparcels January 2022 $8,700 First Mortgage<br>Watters Creek at Montgomery Farm – Allen, TX Dallas, TX Grocery Anchored Retail April 2022 $30,000 Preferred Equity<br>WaterStar Orlando – Kissimmee, FL Orlando, FL Retail Outparcels April 2022 $19,000 First Mortgage<br>Improvement Loan at Ashford Lane – Atlanta, GA Atlanta, GA Tenant Improvement Loan May 2022 $1,500 Landlord Financing<br>Total Structured Investments $59,200 |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Property Market Type Date Sold<br>Square<br>Feet Price Gain (Loss)<br>Party City – Oceanside, NY New York, NY Single Tenant Retail January 2022 15,500 $6,949 ($60)<br>The Carpenter Hotel – Austin, TX Austin, TX Hospitality Ground Lease March 2022 73,508 $17,095 ($178)<br>Westland Gateway Plaza – Hialeah, FL Miami, FL Multi-Tenant Retail July 2022 108,029 $22,150 $986<br>Firebirds Wood Fire Grill – Jacksonville, FL Jacksonville, FL Single Tenant Retail September 2022 6,948 $5,513 $931<br>Chuy’s – Jacksonville, FL Jacksonville, FL Single Tenant Retail September 2022 7,950 $5,825 ($445)<br>245 Riverside – Jacksonville, FL Jacksonville, FL Multi-Tenant Office September 2022 136,853 $23,550 $3,501<br>Total Dispositions 348,788 $81,082 $4,735<br>Year-to-Date Dispositions<br>23<br>$ in thousands. Any differences are a result of rounding. |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Portfolio Summary<br>$ and square feet in thousands, except per square foot data. Any differences are a result of rounding.<br>24<br>Total Portfolio as of December 31, 2022<br>Asset Type<br>Number of<br>Properties Square Feet Cash ABR PSF Occupancy Leased Occupancy<br>Single Tenant 8 436 $19.69 100.0% 100.0%<br>Multi-Tenant 15 3,283 $19.49 88.9% 92.0%<br>Total Portfolio 23 3,719 $19.52 90.2% 92.9%<br>Property Type<br>Number of<br>Properties Square Feet Cash ABR PSF Occupancy Leased Occupancy<br>Retail 15 1,967 $18.47 91.4% 95.0%<br>Office 3 395 $19.01 100.0% 100.0%<br>Mixed Use 5 1,357 $21.18 85.7% 87.9%<br>Hospitality − − − − −<br>Total Portfolio 23 3,719 $19.52 90.2% 92.9%<br>Total Portfolio as of December 31, 2021<br>Asset Type<br>Number of<br>Properties Square Feet Cash ABR PSF Occupancy Leased Occupancy<br>Single Tenant 9 511 $20.25 100.0% 100.0%<br>Multi-Tenant 13 2,211 $17.73 85.9% 90.4%<br>Total Portfolio 22 2,722 $18.21 88.5% 92.6%<br>Property Type<br>Number of<br>Properties Square Feet Cash ABR PSF Occupancy Leased Occupancy<br>Retail 14 1,715 $17.12 88.4% 92.3%<br>Office 4 532 $18.72 94.2% 98.2%<br>Mixed Use 3 402 $23.09 79.6% 85.0%<br>Hospitality 1 73 $13.16 100.0% 100.0%<br>Total Portfolio 22 2,722 $18.21 88.5% 92.6% |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Portfolio Detail<br>25<br>Property Type<br>Year<br>Acquired/<br>Developed Year Built Acreage<br>Square<br>Feet<br>In-Place<br>Occupancy<br>Leased<br>Occupancy<br>Cash ABR<br>PSF<br>Atlanta, GA<br>The Collection at Forsyth Lifestyle 2022 2006 58.9 560,434 86% 87% $18.36<br>Ashford Lane Lifestyle 2020 2005 43.7 277,408 73% 87% $23.06<br>Madison Yards Grocery-Anchored 2022 2019 10.3 162,521 99% 100% $30.43<br>The Exchange at Gwinnett Grocery-Anchored 2021 2021 12.0 69,266 92% 98% $29.55<br>Total Atlanta, GA 124.9 1,069,629 85% 90% $22.14<br>Dallas, TX<br>The Shops at Legacy Lifestyle 2021 2007 12.7 237,366 96% 98% $32.36<br>Westcliff Shopping Center Grocery-Anchored 2017 1955 10.3 134,791 61% 72% $4.20<br>Total Dallas, TX 23.0 372,157 83% 88% $22.16<br>Richmond, VA<br>West Broad Village Grocery-Anchored 2022 2007 32.6 392,007 83% 83% $19.54<br>Raleigh, NC<br>Beaver Creek Crossings Retail Power Center 2021 2005 51.6 321,977 97% 98% $16.38<br>Phoenix, AZ<br>Crossroads Town Center Retail Power Center 2020 2005 31.1 244,072 99% 99% $20.03<br>Jacksonville, FL<br>The Strand at St. Johns Town Center Retail Power Center 2019 2017 52.0 210,973 92% 95% $22.24<br>$ in thousands, except per square foot data. Any differences are a result of rounding. |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Portfolio Detail<br>26<br>Property Type<br>Year<br>Acquired/<br>Developed Year Built Acreage<br>Square<br>Feet<br>In-Place<br>Occupancy<br>Leased<br>Occupancy<br>Cash ABR<br>PSF<br>Albuquerque, NM<br>Fidelity Single Tenant Office 2018 2009 25.3 210,067 100% 100% $17.23<br>Houston, TX<br>Price Plaza Shopping Center Retail Power Center 2022 1999 23.2 200,576 97% 97% $15.84<br>Santa Fe, NM<br>125 Lincoln & 150 Washington Mixed Use 2021 1983 1.5 137,209 74% 84% $20.21<br>Tampa, FL<br>Sabal Pavilion Single Tenant Office 2020 1998 11.5 120,500 100% 100% $18.80<br>Salt Lake City, UT<br>Jordan Landing Retail Power Center 2021 2003 16.1 170,996 100% 100% $9.90<br>Washington, DC<br>General Dynamics Single Tenant Office 2019 1984 3.0 64,319 100% 100% $25.24<br>Las Vegas, NV<br>Eastern Commons Grocery-Anchored 2021 2001 11.9 133,304 100% 100% $11.77<br>$ in thousands, except per square foot data. Any differences are a result of rounding. |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Portfolio Detail<br>27<br>Property Type<br>Year<br>Acquired/<br>Developed Year Built Acreage<br>Square<br>Feet<br>In-Place<br>Occupancy<br>Leased<br>Occupancy<br>Cash ABR<br>PSF<br>Daytona Beach, FL<br>Daytona Beach Restaurant Portfolio Single Tenant (5) 2018 / 2022 1915 - 2018 8.3 40,555 100% 100% $26.24<br>Orlando, FL<br>Winter Park Office Mixed Use 2021 2.3 30,296 84% 100% $11.55<br>Total Portfolio 418.2 3,718,637 90% 93% $19.52<br>$ in thousands, except per square foot data. Any differences are a result of rounding. |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Leasing Summary<br>$ and square feet in thousands, except per square foot data. Any differences are a result of rounding.<br>28<br>Renewals and Extensions Q1 2022 Q2 2022 Q3 2022 Q4 2022 2022<br>Leases 8 5 9 9 31<br>Square Feet 32.5 10.2 31.8 20.9 95.3<br>New Cash Rent PSF $31.57 $29.28 $29.62 $29.59 $30.24<br>Tenant Improvements $368 $ − $ − $27 $395<br>Leasing Commissions $36 $28 $77 $12 $150<br>Weighted Average Term 6.2 3.6 5.8 4.2 5.3<br>New Leases Q1 2022 Q2 2022 Q3 2022 Q4 2022 2022<br>Leases 10 7 7 5 29<br>Square Feet 24.4 30.9 43.4 22.7 121.6<br>New Cash Rent PSF $31.32 $32.66 36.14 $25.18 $32.24<br>Tenant Improvements $691 $2,721 $3,025 $309 $6,746<br>Leasing Commissions $335 $298 $1,033 $362 $2,024<br>Weighted Average Term 8.9 12.2 8.7 8.5 9.4<br>All Leases Summary Q1 2022 Q2 2022 Q3 2022 Q4 2022 2022<br>Leases 18 12 16 14 60<br>Square Feet 56.9 41.1 75.2 43.6 216.9<br>New Cash Rent PSF $31.46 $31.82 $33.39 $27.29 $31.36<br>Tenant Improvements $1,059 $2,721 $3,025 $336 $7,141<br>Leasing Commissions $371 $326 $1,110 $374 $2,174<br>Weighted Average Term 6.6 10.3 7.6 6.2 7.6 |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Comparable Leasing Summary<br>$ and square feet in thousands. Any differences are a result of rounding.<br>29<br>Renewals and<br>Extensions -<br>Comparable<br>Number of<br>Leases Signed GLA Signed<br>New Cash<br>Rent PSF<br>Expiring Cash<br>Rent PSF<br>% Increase<br>Over<br>Expiring Rent<br>Weighted<br>Average<br>Lease Term<br>Tenant<br>Improvements<br>Lease<br>Commissions<br>1st Quarter 2022 8 32.5 $31.57 $31.10 1.5% 5.9 $368 $35<br>2nd Quarter 2022 5 10.2 29.28 28.21 3.8% 3.6 − 27<br>3rd Quarter 2022 9 31.8 29.62 27.45 7.9% 5.8 − 76<br>4th Quarter 2022 9 20.9 29.59 26.86 10.1% 4.2 27 11<br>Total 31 95.3 $30.24 $28.65 5.5% 5.3 $395 $149<br>New Leases -<br>Comparable<br>Number of<br>Leases Signed GLA Signed<br>New Cash<br>Rent PSF<br>Expiring Cash<br>Rent PSF<br>% Increase<br>Over<br>Expiring Rent<br>Weighted<br>Average<br>Lease Term<br>Tenant<br>Improvements<br>Lease<br>Commissions<br>1st Quarter 2022 1 4.4 $26.50 $24.45 8.4% 5.4 $110 $62<br>2nd Quarter 2022 1 14.1 34.00 17.00 100.0% 10.0 1,690 192<br>3rd Quarter 2022 2 13.8 46.55 31.60 47.3% 10.0 2,023 560<br>4th Quarter 2022 − − − − − % − − −<br>Total 4 32.3 $38.35 $24.27 58.0% 9.6 $3,823 $814<br>All Comparable<br>Leases Summary<br>Number of<br>Leases Signed GLA Signed<br>New Cash<br>Rent PSF<br>Expiring Cash<br>Rent PSF<br>% Increase<br>Over<br>Expiring Rent<br>Weighted<br>Average<br>Lease Term<br>Tenant<br>Improvements<br>Lease<br>Commissions<br>1st Quarter 2022 9 36.9 $30.96 $30.30 2.2% 5.9 $478 $97<br>2nd Quarter 2022 6 24.3 32.02 21.71 47.5% 7.6 1,690 219<br>3rd Quarter 2022 11 45.6 34.76 28.72 21.0% 7.5 2,023 636<br>4th Quarter 2022 9 20.9 29.59 26.86 10.1% 4.2 27 11<br>Total 35 127.7 $32.29 $27.54 17.3% 6.6 $4,218 $963 |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Same-Property NOI<br>$ and square feet in thousands, except per square foot data. Any differences are a result of rounding.<br>30<br>Multi-Tenant Q1 2022 Q2 2022 Q3 2022 Q4 2022 2022<br>Number of Comparable Properties 6 8 7 7 4<br>Same-Property NOI – 2022 $4,404 $5,256 $6,545 $5,370 $14,300<br>Same Property NOI – 2021 $3,465 $3,961 $5,815 $5,958 $11,988<br>$ Variance $939 $1,295 $730 ($588) $2,312<br>% Variance 27.1% 32.7% 12.6% (9.9%) 19.3%<br>Single-Tenant Q1 2022 Q2 2022 Q3 2022 Q4 2022 2022<br>Number of Comparable Properties 7 7 5 5 5<br>Same-Property NOI – 2022 $2,009 $2,190 $1,920 $2,745 $8,557<br>Same Property NOI – 2021 $1,984 $2,055 $1,746 $2,758 $8,238<br>$ Variance $25 $135 $174 ($13) $319<br>% Variance 1.3% 6.6% 10.0% (0.5%) 3.9%<br>All Properties Q1 2022 Q2 2022 Q3 2022 Q4 2022 2022<br>Number of Comparable Properties 13 15 12 12 9<br>Same-Property NOI – 2022 $6,413 $7,446 $8,465 $8,115 $22,857<br>Same Property NOI – 2021 $5,449 $6,016 $7,561 $8,716 $20,226<br>$ Variance $964 $1,430 $904 ($601) $2,631<br>% Variance 17.7% 23.8% 12.0% (6.9%) 13.0% |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Lease Expiration Schedule<br>$ and square feet in thousands. Any differences are a result of rounding.<br>31<br>Anchor Tenants<br>Year Leases Expiring Expiring SF % of Total Cash ABR % of Total ABR PSF<br>2023 6 169 5.0% 3,649 5.0% $20.28<br>2024 2 40 1.2% 685 0.9% 17.10<br>2025 6 121 3.6% 2,866 3.9% 23.95<br>2026 9 353 10.5% 6,147 8.5% 17.74<br>2027 9 367 10.9% 4,075 5.6% 11.17<br>2028 10 488 14.5% 9,021 12.4% 18.84<br>2029 2 164 4.9% 2,319 3.2% 13.99<br>2030 2 67 2.0% 784 1.1% 11.99<br>2031 3 48 1.4% 852 1.2% 19.02<br>Thereafter 10 293 8.7% 5,455 7.5% 18.62<br>Total 59 2,110 62.9% 35,853 49.4% $17.19<br>Small Shop Tenants<br>Year Leases Expiring Expiring SF % of Total Cash ABR % of Total ABR PSF<br>2023 33 110 3.3% 2,442 3.4% $22.14<br>2024 51 164 4.9% 4,258 5.9% 26.08<br>2025 27 87 2.6% 3,005 4.1% 34.89<br>2026 41 213 6.3% 5,244 7.2% 24.95<br>2027 45 141 4.2% 3,796 5.2% 27.50<br>2028 27 118 3.5% 3,677 5.1% 32.98<br>2029 30 116 3.4% 3,731 5.1% 33.58<br>2030 29 79 2.4% 2,885 4.0% 40.70<br>2031 29 79 2.4% 2,738 3.8% 37.82<br>Thereafter 32 138 4.1% 4,947 6.8% 35.85<br>Total 344 1,245 37.1% 36,723 50.6% $31.22 |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Lease Expiration Schedule<br>$ and square feet in thousands. Any differences are a result of rounding.<br>32<br>Total<br>Year Leases Expiring Expiring SF % of Total Cash ABR % of Total ABR PSF<br>2023 39 279 8.3% 6,091 8.4% $21.84<br>2024 53 204 6.1% 4,943 6.8% 24.24<br>2025 33 208 6.2% 5,871 8.1% 28.23<br>2026 50 566 16.9% 11,391 15.7% 20.12<br>2027 54 508 15.2% 7,871 10.8% 15.49<br>2028 37 606 18.0% 12,698 17.5% 20.97<br>2029 32 279 8.3% 6,050 8.3% 21.66<br>2030 31 147 4.4% 3,669 5.1% 25.04<br>2031 32 126 3.8% 3,590 4.9% 28.40<br>Thereafter 42 432 12.9% 10,402 14.3% 24.08<br>Total 403 3,355 100.0% 72,576 100.0% $21.63 |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Top Tenant Summary<br>33<br>Tenant/Concept<br>Credit<br>Rating(1) Leases<br>Leased<br>Square Feet % of Total Cash ABR % of Total<br>Fidelity A+ 1 210 5.6% 3,619 5.0%<br>Ford Motor Credit BB+ 1 121 3.2% 2,265 3.1%<br>AMC CCC+ 2 90 2.4% 2,189 3.0%<br>WeWork CCC+ 1 59 1.6% 1,977 2.7%<br>General Dynamics A- 1 64 1.7% 1,623 2.2%<br>At Home B- 2 192 5.2% 1,576 2.2%<br>Southern University N/A 1 60 1.6% 1,569 2.2%<br>Whole Foods Market AA- 1 60 1.6% 1,485 2.0%<br>Ross/dd’s Discount BBB+ 4 106 2.8% 1,334 1.8%<br>Best Buy BBB+ 2 82 2.2% 1,224 1.7%<br>Darden Restaurants BBB 3 27 0.7% 1,207 1.7%<br>Publix Not Rated 1 54 1.4% 1,076 1.5%<br>Harkins Theatres Not Rated 1 56 1.5% 961 1.3%<br>Regal Cinema Not Rated 1 45 1.2% 948 1.3%<br>The Hall at Ashford Lane Not Rated 1 17 0.5% 877 1.2%<br>TJ Maxx/HomeGoods/Marshalls A 2 75 2.0% 834 1.1%<br>Landshark Bar & Grill Not Rated 1 6 0.2% 764 1.1%<br>Hobby Lobby Not Rated 1 55 1.5% 743 1.0%<br>Burlington BB+ 1 47 1.3% 723 1.0%<br>Academy Sports & Outdoors BB 1 73 2.0% 709 1.0%<br>Other 393 1,936 52.1% 44,873 61.8%<br>Total 422 3,435 92.4% 72,576 100.0%<br>Vacant 284 7.6%<br>Total 422 3,719 100.0%<br>$ and square feet in thousands.<br>(1) A credit rated, or investment grade rated tenant (rating of BBB-, NAIC-2 or Baa3 or higher) is a tenant or the parent of a tenant with a credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the<br>National Association of Insurance Commissioners (NAIC). |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Geographic Diversification<br>34<br>Markets Properties Square<br>Feet % of Total Cash ABR % of Total 5-Mile 2022 Average<br>Household Income<br>5-Mile 2022 Total<br>Population<br>2022-2027 Projected<br>Population Annual Growth<br>Atlanta, GA 4 1,070 28.8% $23,677 32.6% $156,077 223,583 1.1%<br>Dallas, TX 2 372 10.0% 8,248 11.4% 146,103 320,047 1.2%<br>Richmond, VA 1 392 10.5% 7,660 10.6% 141,700 174,567 0.3%<br>Raleigh, NC 1 322 8.7% 5,275 7.3% 168,535 131,885 1.0%<br>Phoenix, AZ 1 244 6.6% 4,889 6.7% 134,759 308,674 0.8%<br>Jacksonville, FL 1 211 5.7% 4,692 6.5% 96,386 200,927 0.5%<br>Albuquerque, NM 1 210 5.6% 3,619 5.0% 63,148 50,506 3.9%<br>Houston, TX 1 201 5.4% 3,177 4.4% 124,283 275,061 0.9%<br>Santa Fe, NM 1 137 3.7% 2,773 3.8% 106,492 64,342 (0.2%)<br>Tampa, FL 1 121 3.2% 2,265 3.1% 76,699 184,603 0.8%<br>Salt Lake City, UT 1 171 4.6% 1,693 2.3% 106,412 364,557 0.8%<br>Washington, DC 1 64 1.7% 1,623 2.2% 204,805 234,546 0.5%<br>Las Vegas, NV 1 133 3.6% 1,569 2.2% 120,743 313,541 0.9%<br>Daytona Beach, FL 5 41 1.1% 1,064 1.5% 63,128 106,381 0.3%<br>Orlando, FL 1 30 0.8% 350 0.5% 103,034 278,379 0.5%<br>Total 23 3,719 100.0% $72,576 100.0% $136,186 217,321 1.0%<br>States Properties Square<br>Feet % of Total Cash ABR % of Total 5-Mile 2022 Average<br>Household Income<br>5-Mile 2022 Total<br>Population<br>2022-2027 Projected<br>Population Annual Growth<br>1%<br>Georgia 4 1,070 28.8% $23,677 32.6% $156,077 223,583 1.1%<br>Texas 3 573 15.4% 11,425 15.7% 140,035 307,537 1.1%<br>Virginia 2 456 12.3% 9,283 12.8% 152,734 185,054 0.4%<br>Florida 8 402 10.8% 8,371 11.5% 87,110 187,731 0.6%<br>New Mexico 2 347 9.3% 6,392 8.8% 81,950 56,508 2.1%<br>North Carolina 1 322 8.7% 5,275 7.3% 168,535 131,885 1.0%<br>Arizona 1 244 6.6% 4,889 6.7% 134,759 308,674 0.8%<br>Utah 1 171 4.6% 1,693 2.3% 106,412 364,557 0.8%<br>Nevada 1 133 3.6% 1,569 2.2% 120,743 313,541 0.9%<br>Total 23 3,719 100.0% $72,576 100.0% $136,186 217,321 1.0%<br>$ and square feet in thousands, except for average household income demographic information. Any differences are a result of rounding.<br>Demographic information sourced from Esri. Market, state and portfolio averages weighted by the Annualized Cash Base Rent of each property. |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Other Assets<br>$ and shares outstanding in thousands, except per share data. Any differences are a result of rounding.<br>35<br>Investment Securities<br>Shares & Operating<br>Partnership Units<br>Owned<br>Value Per Share<br>December 31, 2022<br>Estimated<br>Value<br>Annualized<br>Dividend Per<br>Share<br>In-Place Annualized<br>Dividend Income<br>Alpine Income Property Trust 2,203 $19.08 $42,041 $1.10 $2,424<br>Structured Investments Type Origination Date<br>Maturity<br>Date<br>Original Loan<br>Amount<br>Amount<br>Outstanding<br>Interest<br>Rate<br>4311 Maple Avenue, Dallas, TX Mortgage Note October 2020 April 2023 $400 $400 7.50%<br>Phase II of The Exchange at Gwinnett Construction Loan January 2022 January 2024 $8,700 $220 7.25%<br>Watters Creek at Montgomery Farm Preferred Investment April 2022 April 2025 $30,000 $30,000 8.50%<br>Improvement Loan at Ashford Lane Improvement Loan May 2022 April 2025 $1,500 $1,053 12.00%<br>Total Structured Investments $40,600 $32,100 8.35%<br>Subsurface Interests Acreage Estimated Value<br>Acres Available for Sale 355,000 acres $4,000<br>Mitigation Credits and Rights State Credits Federal Credits Total Book Value<br>Mitigation Credits 25.6 1.8 $1,854<br>Mitigation Credit Rights 11.1 − 725<br>Total Mitigation Credits 36.7 1.8 $2,579 |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>2023 Guidance<br>36<br>Low High<br>Core FFO Per Diluted Share $1.50 − $1.55<br>AFFO Per Diluted Share $1.64 − $1.69<br>The Company’s estimated Core FFO per diluted share and AFFO per diluted share for 2023 is as follows:<br>$ and shares outstanding in millions, except per share data.<br>(1) Includes the effects of bad debt expense, occupancy loss and costs associated with tenants in bankruptcy and/or tenant lease defaults.<br>(2) Before potential impact from income producing acquisitions and dispositions.<br>The Company’s 2023 guidance includes but is not limited to the following assumptions:<br>Low High<br>Same-Property NOI Growth(1) 1% − 4%<br>General and Administrative Expense $14 − $15<br>Weighted Average Diluted Shares Outstanding 22.6 − 23.6<br>Year-end 2023 Leased Occupancy(2) 94% − 95%<br>Investments in Income Producing Properties $100 − $250<br>Target Initial Investment Cash Yield 7.25% − 8.00%<br>Dispositions $5 − $75<br>Target Disposition Cash Yield 6.00% − 7.50% |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Contact Information & Research Coverage<br>Contact Information<br>Corporate Office<br>Locations Investor Relations Transfer Agent<br>New York<br>Stock Exchange<br>369 N. New York Ave., 3rd Floor<br>Winter Park, FL 32789<br>1140 N. Williamson Blvd., Suite 140<br>Daytona Beach, FL 32114<br>Matt Partridge<br>SVP, CFO & Treasurer<br>(407) 904-3324<br>mpartridge@ctoreit.com<br>Computershare Trust<br>Company, N.A.<br>(800) 368-5948<br>www.computershare.com<br>Ticker Symbol: CTO<br>Series A Preferred<br>Ticker Symbol: CTO-PA<br>www.ctoreit.com<br>Research Analyst Coverage<br>Institution Coverage Analyst Email Phone<br>B. Riley Craig Kucera craigkucera@brileyfin.com (703) 312-1635<br>BTIG Michael Gorman mgorman@btig.com (212) 738-6138<br>Compass Point Floris van Dijkum fvandijkum@compasspointllc.com (646) 757-2621<br>EF Hutton Guarav Mehta gmehta@efhuttongroup.com (212) 970-5261<br>Janney Rob Stevenson robstevenson@janney.com (646) 840-3217<br>Jones Research Jason Stewart jstewart@jonestrading.com (646) 465-9932<br>Raymond James RJ Milligan rjmilligan@raymondjames.com (727) 567-2585<br>37 |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Safe Harbor<br>38<br>Certain statements contained in this presentation (other than statements of historical fact) are forward-looking statements within the meaning of Section 27A<br>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<br>identified by words such as “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,” “could,” “may,” “should,” “plan,” “potential,” “predict,” “forecast,”<br>“project,” and similar expressions, as well as variations or negatives of these words.<br>Although forward-looking statements are made based upon management’s present expectations and reasonable beliefs concerning future developments and<br>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.<br>federal and state income tax law changes, including changes to the REIT requirements; general adverse economic and real estate conditions;<br>macroeconomic and geopolitical factors, including but not limited to inflationary pressures, interest rate volatility, global supply chain disruptions, and<br>ongoing geopolitical war; the ultimate geographic spread, severity and duration of pandemics such as the COVID-19 Pandemic and its variants, actions that<br>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<br>global economy and the Company’s financial condition and results of operations; the inability of major tenants to continue paying their rent or obligations<br>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<br>exchange transactions; the availability of investment properties that meet the Company’s investment goals and criteria; the uncertainties associated with<br>obtaining required governmental permits and satisfying other closing conditions for planned acquisitions and sales; and the uncertainties and risk factors<br>discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and other risks and uncertainties discussed from time<br>to time in the Company’s filings with the U.S. Securities and Exchange Commission.<br>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<br>Company will be those anticipated by management. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak<br>only as of the date of this presentation. The Company undertakes no obligation to update the information contained in this press release to reflect<br>subsequently occurring events or circumstances. |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Non-GAAP Financial Measures<br>39<br>Our reported results are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We also disclose<br>Funds From Operations (“FFO”), Core Funds From Operations (“Core FFO”), Adjusted Funds From Operations (“AFFO”), Pro Forma Earnings Before<br>Interest, Taxes, Depreciation and Amortization (“Pro Forma EBITDA”), and Same-Property Net Operating Income (“Same-Property NOI”), each of which are<br>non-GAAP financial measures. We believe these non-GAAP financial measures are useful to investors because they are widely accepted industry measures<br>used by analysts and investors to compare the operating performance of REITs.<br>FFO, Core FFO, AFFO, Pro Forma EBITDA, and Same-Property NOI do not represent cash generated from operating activities and are not necessarily<br>indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income as a performance measure or cash<br>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,<br>GAAP financial measures.<br>We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts, or<br>NAREIT. NAREIT defines FFO as GAAP net income or loss adjusted to exclude extraordinary items (as defined by GAAP), net gain or loss from sales of<br>depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and real estate related depreciation and amortization,<br>including the pro rata share of such adjustments of unconsolidated subsidiaries. The Company also excludes the gains or losses from sales of assets incidental<br>to the primary business of the REIT which specifically include the sales of mitigation credits, impact fee credits, subsurface sales, and land sales, in addition to<br>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<br>FFO, we modify the NAREIT computation of FFO to include other adjustments to GAAP net income related to gains and losses recognized on the<br>extinguishment of debt, amortization of above- and below-market lease related intangibles, and other unforecastable market- or transaction-driven non-cash<br>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<br>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<br>operating cash flows or long-term operating performance. We use AFFO as one measure of our performance when we formulate corporate goals.<br>To derive Pro Forma EBITDA, GAAP net income or loss is adjusted to exclude extraordinary items (as defined by GAAP), net gain or loss from sales of<br>depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and real estate related depreciation and amortization,<br>including the pro rata share of such adjustments of unconsolidated subsidiaries, non-cash revenues and expenses such as straight-line rental revenue,<br>amortization of deferred financing costs, above- and below-market lease related intangibles, non-cash compensation, and other non-cash income or expense.<br>Cash interest expense is also excluded from Pro Forma EBITDA, and GAAP net income or loss is adjusted for the annualized impact of acquisitions,<br>dispositions and other similar activities. |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Non-GAAP Financial Measures<br>40<br>To derive Same-Property NOI, GAAP net income or loss attributable to the Company is adjusted to exclude extraordinary items (as defined by GAAP), gain or<br>loss on disposition of assets, gain or loss on extinguishment of debt, impairment charges, and depreciation and amortization, including the pro rata share of<br>such adjustments of unconsolidated subsidiaries, if any, non-cash revenues and expenses such as above- and below-market lease related intangibles, straight-line rental revenue, and other non-cash income or expense. Interest expense, general and administrative expenses, investment and other income or loss,<br>income tax benefit or expense, real estate operations revenues and direct cost of revenues, management fee income, and interest income from commercial<br>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<br>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<br>are presented as commercial loans and investments in accordance with GAAP is also used in lieu of the interest income equivalent.<br>FFO is used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers<br>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<br>implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. We believe that<br>Core FFO and AFFO are additional useful supplemental measures for investors to consider because they will help them to better assess our operating<br>performance without the distortions created by other non-cash revenues or expenses. We also believe that Pro Forma EBITDA is an additional useful<br>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<br>operating performance of our assets between periods. It is an accepted and important measurement used by management, investors and analysts because it<br>includes all property-level revenues from of the Company’s rental properties, less operating and maintenance expenses, real estate taxes and other property-specific expenses (“Net Operating Income” or “NOI”) of properties that have been owned and stabilized for the entire current and prior year reporting periods.<br>Same-Property NOI attempts to eliminate differences due to the acquisition or disposition of properties during the particular period presented, and therefore<br>provides a more comparable and consistent performance measure for the comparison of the Company's properties. FFO, Core FFO, AFFO, Pro Forma<br>EBITDA, and Same-Property NOI may not be comparable to similarly titled measures employed by other companies. |
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| © CTO Realty Growth, Inc. | ctoreit.com<br>Definitions & Terms<br>41<br>References and terms used in this presentation that are in addition to terms defined in the Non-GAAP Financial Measures include:<br>▪ This presentation has been published on February 23, 2023.<br>▪ All information is as of December 31, 2022, unless otherwise noted.<br>▪ Any calculation differences are assumed to be a result of rounding.<br>▪ “2023 Guidance” is based on the 2023 Guidance provided in the Company’s Full Year and Fourth Quarter 2022 Operating Results press release filed on<br>February 23, 2023.<br>▪ “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<br>symbol PINE.<br>▪ “Annualized Straight-line Base Rent”, “ABR” or “Rent” and the statistics based on ABR are calculated based on our current portfolio and represent<br>straight-line rent calculated in accordance with GAAP.<br>▪ “Annualized Cash Base Rent”, “Cash ABR” and the statistics based on Cash ABR are calculated based on our current portfolio and represent the<br>annualized cash base rent calculated in accordance with GAAP due from the tenants at a specific point in time.<br>▪ “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<br>Association of Insurance Commissioners (NAIC) (together, the “Major Rating Agencies”). An “Investment Grade Rated Tenant” or “IG” references a Credit<br>Rated tenant or the parent of a tenant, or credit rating thereof with a rating of BBB-, Baa3 or NAIC-2 or higher from one or more of the Major Rating<br>Agencies.<br>▪ “Contractual Base Rent” or “CBR” represents the amount owed to the Company under the terms of its lease agreements at the time referenced.<br>▪ “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<br>quarterly basis and there can be no assurances as to the likelihood or number of dividends in the future.<br>▪ “Investment in Alpine Income Property Trust” or “Alpine Investment” or “PINE Ownership” is calculated based on the 2,203,397 common shares and<br>partnership units CTO owns in PINE and is based on PINE’s closing stock price.<br>▪ “Leased Occupancy” refers to space that is currently leased but for which rent payments have not yet commenced.<br>▪ “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<br>established by the U.S. Office of Management and Budget. The names of the MSA have been shortened for ease of reference.<br>▪ “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<br>and unamortized convertible debt discount; less cash, restricted cash and cash equivalents.<br>▪ “Net Operating Income” or “NOI” is revenues from all income properties less operating expense, maintenance expense, real estate taxes and rent<br>expense.<br>▪ “Total Enterprise Value” is calculated as the Company’s Total Common Shares Outstanding multiplied by the common stock price; plus the par value of<br>the Series A perpetual preferred equity outstanding and Net Debt. |
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