CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”) today
announced its operating results and earnings for the quarter ended
September 30, 2021.
Select Quarterly Highlights
- Reported Net
Income per diluted share attributable to common stockholders of
$3.87 for the quarter ended September 30, 2021.
- Reported FFO and
AFFO per diluted share attributable to common stockholders of $1.03
and $1.09, respectively, for the quarter ended September 30,
2021.
- Sold four single
tenant income properties for a total disposition volume of $75.3
million at a weighted average exit cap rate of 5.0%. The sale of
the properties generated combined gains of $22.7 million.
- Purchased the
remaining 70% interest in the entity that holds approximately 2,500
acres of land in Daytona Beach, Florida, which is engaged in the
operation of a mitigation bank (the “Mitigation Bank”) from the
joint venture partner for a net cash payment of $16.1 million.
- Sold
approximately 4,700 acres of subsurface oil, gas and mineral rights
for $0.9 million.
- Issued 3,000,000
shares of 6.375% Series A Cumulative Redeemable Preferred Stock
(the “Series A Preferred”) stock for $25.00 per share, generating
net proceeds of $72.4 million.
- Paid cash
dividends on the Company’s Series A Preferred stock and common
stock for the third quarter of 2021 of $0.3763 per share and $1.00
per share, respectively, on September 30, 2021 to stockholders of
record as of September 9, 2021.
- Recognized a
non-cash, unrealized loss of $1.3 million on the mark-to-market of
the Company’s investment in Alpine Income Property Trust, Inc.
(NYSE: PINE).
- Book value per common share
outstanding as of September 30, 2021 increased to $60.42.
CEO Comments
“We had a very active third quarter, signing new
leases on more than 10% of our existing vacancies and selling more
than $75 million of single tenant properties for a 5.0% weighted
average exit cap rate, including our largest single tenant office
property,” commented John P. Albright, President and Chief
Executive Officer of CTO Realty Growth. “The net investment spreads
we have been able to generate to-date on the strategic sale of
non-core assets and the redeployment of those proceeds, combined
with anticipated strong growth in 2022 same-store net operating
income and the ample liquidity on our balance sheet for investment
into our pipeline of high-quality, multi-tenanted retail and
mixed-use properties, is positioning us for very attractive FFO and
AFFO growth in 2022.”
Quarterly Financial Results
Highlights
The tables below provide a summary of the
Company’s operating results for the three months ended September
30, 2021:
(in thousands) |
For the Three Months Ended September 30, 2021 |
|
For the Three Months Ended September 30, 2020 |
|
Variance to Comparable Period in the Prior
Year |
Income Properties |
$ |
13,734 |
|
|
$ |
12,933 |
|
|
$ |
801 |
|
|
6.2 |
% |
Management Fee Income |
$ |
940 |
|
|
$ |
683 |
|
|
$ |
257 |
|
|
37.6 |
% |
Commercial Loan and Master
Lease Investments |
$ |
726 |
|
|
$ |
413 |
|
|
$ |
313 |
|
|
75.8 |
% |
Real Estate Operations |
$ |
1,177 |
|
|
$ |
543 |
|
|
$ |
634 |
|
|
116.8 |
% |
Total Revenues |
$ |
16,577 |
|
|
$ |
14,572 |
|
|
$ |
2,005 |
|
|
13.8 |
% |
The increase in total revenue during the three
months ended September 30, 2021 was primarily attributable to
income produced by the Company’s recent income property
acquisitions as compared to the income from properties sold by the
Company during the comparative period. Revenues also increased from
the sale of subsurface interests and mitigation credits, which are
reflected in real estate operations, as well as from increased
income from the Company’s portfolio of commercial loan and master
lease investments and increased management fee income from
PINE.
(in thousands, except per
share data) |
For the Three Months Ended September 30, 2021 |
|
For the Three Months Ended September 30, 2020 |
|
Variance to Comparable Period in the Prior
Year |
Net Income (Loss) Attributable to the Company |
$ |
23,947 |
|
|
$ |
(1,522 |
) |
|
$ |
25,469 |
|
|
1,673.4 |
% |
Net Income (Loss) Attributable
to Common Stockholders |
$ |
22,818 |
|
|
$ |
(1,522 |
) |
|
$ |
24,340 |
|
|
1,599.2 |
% |
Net Income (Loss) per Diluted
Share Attributable to Common Stockholders |
$ |
3.87 |
|
|
$ |
(0.33 |
) |
|
$ |
4.20 |
|
|
1,272.7 |
% |
FFO Attributable to Common
Stockholders (1) |
$ |
6,071 |
|
|
$ |
5,517 |
|
|
$ |
554 |
|
|
10.0 |
% |
FFO per Common Share – Diluted
(1) |
$ |
1.03 |
|
|
$ |
1.19 |
|
|
$ |
(0.16 |
) |
|
(13.4 |
%) |
AFFO Attributable to Common
Stockholders (1) |
$ |
6,422 |
|
|
$ |
6,033 |
|
|
$ |
389 |
|
|
6.4 |
% |
AFFO per Common Share –
Diluted (1) |
$ |
1.09 |
|
|
$ |
1.30 |
|
|
$ |
(0.21 |
) |
|
(16.2 |
%) |
Dividends Declared and Paid,
per Preferred Share |
$ |
0.3763 |
|
|
$ |
— |
|
|
$ |
0.3763 |
|
|
100.0 |
% |
Dividends Declared and Paid,
per Common Share |
$ |
1.00 |
|
|
$ |
0.40 |
|
|
$ |
0.60 |
|
|
150.0 |
% |
(1) |
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, AFFO Attributable to Common
Stockholders and AFFO per Common Share - Diluted. |
|
|
The increase in net income attributable to the
Company for the three months ended September 30, 2021 was primarily
attributable to gains on dispositions of income properties totaling
$22.7 million, or $3.84 per diluted share, most notably from the
disposition of the Company’s office property in Raleigh, North
Carolina leased to Wells Fargo, which resulted in a gain on
disposition of $17.5 million.
Reported per diluted share amounts attributable
to common stockholders for the three months ended September 30,
2021 include the dilutive effects of the Company’s previously
announced special distribution, which was paid in connection with
the Company’s election to be taxable as a REIT commencing with its
taxable year ended December 31, 2020. The Special Distribution was
paid in the fourth quarter of 2020 through an aggregate of $5.6
million in cash and the issuance of 1,198,963 shares of the
Company’s common stock; therefore, there was no dilutive impact for
the three months ended September 30, 2020.
Year-to-Date Financial Results
Highlights
The tables below provide a summary of the
Company’s operating results for the nine months ended September 30,
2021:
(in thousands) |
For the Nine Months Ended September
30, 2021 |
|
For the Nine Months Ended September
30, 2020 |
|
Variance to Comparable Period in the Prior
Year |
Income Properties |
$ |
36,757 |
|
|
$ |
35,409 |
|
|
$ |
1,348 |
|
|
3.8 |
% |
Management Fee Income |
$ |
2,361 |
|
|
$ |
2,080 |
|
|
$ |
281 |
|
|
13.5 |
% |
Commercial Loan and Master
Lease Investments |
$ |
2,136 |
|
|
$ |
2,300 |
|
|
$ |
(164 |
) |
|
(7.1 |
%) |
Real Estate Operations |
$ |
4,318 |
|
|
$ |
631 |
|
|
$ |
3,687 |
|
|
584.3 |
% |
Total Revenues |
$ |
45,572 |
|
|
$ |
40,420 |
|
|
$ |
5,152 |
|
|
12.7 |
% |
The increase in total revenue during the nine
months ended September 30, 2021 was primarily attributable to
increased revenue from real estate operations related to the sale
of subsurface interests and mitigation credits, as well as
increased income produced by the Company’s recent income property
acquisitions as compared to the properties sold by the Company
during the comparative period and increased management fee income
from PINE. Increased revenues were partially offset by decreased
revenues from the Company’s portfolio of commercial loan and master
lease investments.
(in thousands, except per
share data) |
For the Nine Months Ended September
30, 2021 |
|
For the Nine Months Ended September
30, 2020 |
|
Variance to Comparable Period in the Prior
Year |
Net Income (Loss) Attributable to the Company |
$ |
28,008 |
|
|
$ |
(1,173 |
) |
|
$ |
29,181 |
|
|
(2,487.7 |
%) |
Net Income (Loss) Attributable
to Common Stockholders |
$ |
26,879 |
|
|
$ |
(1,173 |
) |
|
$ |
28,052 |
|
|
(2,391.5 |
%) |
Net Income (Loss) per Diluted
Share Attributable to Common Stockholders |
$ |
4.56 |
|
|
$ |
(0.25 |
) |
|
$ |
4.81 |
|
|
1,924.0 |
% |
FFO Attributable to Common
Stockholders (1) |
$ |
16,232 |
|
|
$ |
17,339 |
|
|
$ |
(1,107 |
) |
|
(6.4 |
%) |
FFO per Common Share – Diluted
(1) |
$ |
2.75 |
|
|
$ |
3.71 |
|
|
$ |
(0.96 |
) |
|
(25.9 |
%) |
AFFO Attributable to Common
Stockholders (1) |
$ |
18,403 |
|
|
$ |
15,658 |
|
|
$ |
2,745 |
|
|
17.5 |
% |
AFFO per Common Share –
Diluted (1) |
$ |
3.12 |
|
|
$ |
3.35 |
|
|
$ |
(0.23 |
) |
|
(6.9 |
%) |
Dividends Declared and Paid,
per Preferred Share |
$ |
0.3763 |
|
|
$ |
— |
|
|
$ |
0.3763 |
|
|
100.0 |
% |
Dividends Declared and Paid,
per Common Share |
$ |
3.00 |
|
|
$ |
0.90 |
|
|
$ |
2.10 |
|
|
233.3 |
% |
(1) |
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, AFFO Attributable to Common
Stockholders and AFFO per Common Share - Diluted. |
|
|
Net income attributable to the Company for the
nine months ended September 30, 2021 was primarily attributable to
gains on dispositions of income properties totaling $28.1 million,
or $4.77 per diluted share, most notably from the disposition of
the Company’s office property in Raleigh, North Carolina leased to
Wells Fargo, which resulted in a gain on disposition of $17.5
million. In addition, the non-cash, unrealized gain on the
mark-to-market of the Company’s investment in PINE, as compared to
an unrealized loss in the comparable prior year period, totaled
$6.9 million, or $1.17 per diluted share. The operating results for
the nine months ended September 30, 2021 also include a non-cash
impairment charge on the Company’s retained interest in the joint
venture that currently holds approximately 1,600 acres of
undeveloped land in Daytona Beach, Florida (the “Land JV”) of $16.5
million, or $2.11 per diluted share, net of the related income tax
benefit. The non-cash impairment charge is a result of the executed
agreement to sell the Land JV’s remaining holdings.
Reported per diluted share amounts attributable
to common stockholders for the nine months ended September 30, 2021
include the dilutive effects of the Company’s previously announced
special distribution, which was paid in connection with the
Company’s election to be taxable as a REIT commencing with its
taxable year ended December 31, 2020. The Special Distribution was
paid in the fourth quarter of 2020 through an aggregate of $5.6
million in cash and the issuance of 1,198,963 shares of the
Company’s common stock; therefore, there was no dilutive impact for
the nine months ended September 30, 2020.
Acquisitions
During the nine months ended September 30, 2021,
the Company acquired three multi-tenant retail-based properties for
$111.0 million. These acquisitions represent a weighted average
going-in cash cap rate of 8.5%.
On October 18, 2021, the Company entered into a
purchase and sale agreement with a partnership for the acquisition
of a retail center in the Raleigh, North Carolina metropolitan area
for $70.5 million (the “Property”). Certain customary closing
conditions must be met before or at the closing and are not
currently satisfied. Accordingly, until the closing of the purchase
of the Property, there can be no assurance that the Company will
acquire the Property.
Dispositions
During the three months ended September 30,
2021, the Company sold four single tenant income properties for a
total disposition volume of $75.3 million, at a weighted average
exit cap rate of 5.0%. The sale of the properties generated
aggregate gains of $22.7 million. The proceeds from each of the
third quarter 2021 sales are expected to be part of section 1031
like-kind exchanges.
During the nine months ended September 30, 2021,
the Company sold fourteen income properties for a total disposition
volume of $140.8 million, at a weighted average exit cap rate of
6.0%. The sale of the properties generated aggregate gains of $28.0
million.
Income Property Portfolio
As of September 30, 2021, the Company’s portfolio had economic
occupancy of 90.4% and physical occupancy of 89.6%.
The Company’s income property portfolio consisted of the
following as of September 30, 2021:
Property Type |
|
# of Properties |
|
Square Feet |
|
Weighted Average Remaining Lease Term |
Single-Tenant (1) |
|
11 |
|
665 |
|
24.1 years |
Multi-Tenant |
|
8 |
|
1,533 |
|
6.4 years |
Total / Weighted Average Lease
Term |
|
19 |
|
2,198 |
|
12.6 years |
|
|
|
|
|
|
|
% of Cash Rent
attributable to Retail Tenants |
63% |
|
|
% of Cash Rent
attributable to Office Tenants |
35% |
|
|
% of Cash Rent
attributable to Hotel Ground Lease |
2% |
|
|
Square feet in thousands. |
|
|
|
|
(1) |
The 11 single-tenant properties include (i) a property leased to
The Carpenter Hotel which is under a long-term ground lease and
includes two tenant repurchase options and (ii) a property in
Hialeah leased to a master tenant which includes three tenant
repurchase options. Pursuant to FASB ASC Topic 842, Leases, the
$16.3 and $21.0 million investments, respectively, have been
recorded in the Company’s consolidated balance sheets as Commercial
Loan and Master Lease Investments. |
|
|
|
Operational Highlights
During the third quarter of 2021, the Company
signed leases totaling 50,525 square feet. A summary of the
Company’s leasing activity is as follows:
Retail |
|
Square Feet |
|
Weighted Average Lease Term |
|
Cash Rent Per Square Foot |
|
Tenant Improvements |
|
Leasing Commissions |
New Leases |
|
23.4 |
|
|
5.0 years |
|
$ |
30.20 |
|
|
$ |
740 |
|
|
$ |
233 |
|
Renewals & Extensions |
|
27.1 |
|
|
5.5 years |
|
$ |
21.28 |
|
|
|
319 |
|
|
|
168 |
|
Total / Weighted Average |
|
50.5 |
|
|
5.2 years |
|
$ |
25.41 |
|
|
$ |
1,059 |
|
|
$ |
401 |
|
|
In thousands
except for per square foot and lease term data. |
Land Joint Venture
During the three months ended June 30, 2021, the
Land JV entered into an agreement to sell its remaining land
holdings, including any land previously under contract, for $67.0
million. During the three months ended September 30, 2021, the Land
JV completed the sale of approximately 8 acres for $0.8 million and
as a result, the sales price for the remaining land was reduced to
$66.2 million. The sale is anticipated to occur prior to the end of
2021.
Mitigation Bank Joint
Venture
On September 30, 2021, the Company purchased the
remaining 70% interest in the Mitigation Bank from certain funds
and accounts managed by an investment advisor subsidiary of
BlackRock, Inc. (“BlackRock”) for a net cash payment by the Company
of $16.1 million (the “Interest Purchase”). The Company intends to
sell the mitigation credits produced by the Mitigation Bank or may
sell the Mitigation Bank in its entirety. During the nine months
ended September 30, 2021, the Company sold mitigation credits for
total proceeds of $0.2 million. No assurance can be given that the
Company will be able to consummate any future sales or regarding
the likelihood, timing, or final terms of any such potential
sales.
“We purchased our joint venture partner’s
interest in the mitigation bank partnership as a way to reduce
interim carrying costs on the mitigation credits as we look to find
less expensive long-term partnership capital, monetize the
mitigation credits as they are released, or sell the mitigation
bank in its entirety, as we believe the mitigation bank will have a
market-based mitigation credit value of approximately $30 million
over the 10-year credit release period,” noted John P. Albright,
President and Chief Executive Officer of CTO Realty Growth.
Subsurface Interests
During the three months ended September 30,
2021, the Company sold approximately 4,700 acres of subsurface oil,
gas and mineral rights for $0.9 million, resulting in a gain on
sale of $0.8 million.
During the nine months ended September 30, 2021,
the Company sold approximately 39,000 acres of subsurface oil, gas
and mineral rights for $3.5 million, resulting in a gain on sale of
$3.3 million. As of September 30, 2021, the Company owns full or
fractional subsurface oil, gas, and mineral interests underlying
approximately 415,000 “surface” acres of land owned by others in 20
counties in Florida.
Capital Markets and Balance
Sheet
On June 28, 2021, the Company priced a public
offering of 3,000,000 shares of its Series A Preferred stock at a
public offering price of $25.00 per share. The offering closed on
July 6, 2021 and generated total net proceeds to the Company of
$72.4 million, which were utilized to pay down the Company’s
revolving credit facility.
The following table provides a summary of the
Company’s long-term debt, at face value, as of September 30,
2021:
Component of Long-Term Debt |
|
Principal |
|
Interest Rate |
|
Maturity Date |
Revolving Credit Facility (1) |
|
$100.0 million |
|
|
30-day LIBOR + [1.35% – 1.95%] |
|
|
May 2023 |
|
Revolving Credit Facility |
|
$9.0 million |
|
|
30-day LIBOR + [1.35% - 1.95%] |
|
|
May 2023 |
|
2025 Convertible Senior
Notes |
|
$61.7 million |
|
|
3.88% |
|
|
April 2025 |
|
2026 Term Loan (2) |
|
$65.0 million |
|
|
30-day LIBOR + [1.35% – 1.95%] |
|
|
March 2026 |
|
Total Debt / Weighted Average
Interest Rate |
|
$235.7 million |
|
|
2.53% |
|
|
|
|
(1) |
Effective March 31, 2020, the Company utilized an interest rate
swap to fix LIBOR and achieve an interest rate of 0.73% plus the
applicable spread on $100.0 million of the outstanding balance on
the revolving credit facility. |
|
|
(2) |
The Company utilized interest rate swaps on the $65.0 million 2026
Term Loan balance, including (i) its redesignation of the existing
$50.0 million interest rate swap, entered into as of August 31,
2020, and (ii) a $15.0 million interest rate swap effective August
31, 2021, to fix LIBOR and achieve a weighted average fixed
interest rate of 0.35% plus the applicable spread. |
|
|
Dividends
The Company paid a cash dividend for the third
quarter of 2021 of $1.00 per share, on September 30, 2021 to
stockholders of record as of the close of business on September 9,
2021.
The Company paid a pro rata cash dividend for
the third quarter of 2021 on its Series A Preferred stock of
$0.3763 per share, on September 30, 2021 to preferred stockholders
of record as of the close of business on September 9, 2021.
2021 Outlook
For the second consecutive quarter, the Company
is increasing its outlook and guidance for 2021, which considers
the Company’s various investment activities and capital markets
transactions, including the recent Series A preferred equity
issuance, excludes any potential tax expense or tax benefit related
to the Company’s retained ownership in the Land JV, and assumes
continued improvement in economic activity and stable or positive
business trends related to each of our tenants.
|
2021 Outlook |
|
Low |
High |
Acquisition of Income
Producing Assets |
$225.0 million |
$250.0 million |
Target Investment Initial Cash
Yield |
7.00% |
7.25% |
Disposition of Assets |
$150.0 million |
$175.0 million |
Target Disposition Cash
Yield |
6.00% |
6.25% |
|
|
|
FFO per Diluted Share |
$3.75 |
$3.85 |
AFFO per Diluted Share |
$4.10 |
$4.20 |
|
|
|
Weighted Average Diluted
Shares Outstanding |
6.0 million |
6.0 million |
COVID-19 Pandemic
In March 2020, the World Health Organization
declared the outbreak of the novel coronavirus as a pandemic (the
“COVID-19 Pandemic”), which has spread throughout the United
States. The impact of the COVID-19 Pandemic and its variants have
evolved rapidly, with many jurisdictions taking drastic measures to
limit the spread of the virus by instituting quarantines or
lockdowns and imposing travel restrictions. Such actions have
created significant disruptions to global supply chains, and
adversely impacted several industries, including airlines,
hospitality, retail and the broader real estate industry.
As a result of the approval of multiple COVID-19
vaccines for use and the distribution of such vaccines among the
general population, a number of jurisdictions have reopened and
loosened restrictions. However, wide disparities in vaccination
rates and continued vaccine hesitancy, combined with the emergence
of COVID-19 variants and surges in COVID-19 cases, could trigger
the reinstatement of further restrictions. Such restrictions could
include mandatory business shut-downs, travel restrictions, reduced
business operations and social distancing requirements.
The future impact of the COVID-19 Pandemic on
the real estate industry and the Company’s financial condition and
results of operations is uncertain and cannot be predicted
currently since it depends on several factors beyond the control of
the Company, including, but not limited to: (i) the uncertainty
surrounding the severity and duration of the COVID-19 Pandemic,
including possible recurrences and differing economic and social
impacts of the COVID-19 Pandemic in various regions of the United
States; (ii) the effectiveness of the United States public health
response; (iii) the COVID-19 Pandemic’s impact on the United States
and global economies; (iv) the timing, scope and effectiveness of
additional governmental responses to the COVID-19 Pandemic; (v) the
availability of a treatment and effectiveness of vaccines approved
for COVID-19 and the willingness of individuals to get vaccinated;
(vi) changes in how certain types of commercial property are used
while maintaining social distancing and other techniques intended
to control the impact of COVID-19; (vii) the impact of phase out of
economic stimulus measures, the inflationary pressure of economic
stimulus, and the eventual halt and reversal by the U.S. Treasury
of asset purchases; and (viii) the uneven impact on the Company’s
tenants, real estate values and cost of capital.
3rd Quarter Earnings Conference Call
& Webcast
The Company will host a conference call to
present its operating results for the quarter ended September 30,
2021, on Friday, October 29, 2021, at 9:00 AM ET. Stockholders and
interested parties may access the earnings call via teleconference
or webcast:
United States: |
1-844-200-6205 |
All Other Locations: |
1-929-526-1599 |
Please dial in at least fifteen minutes prior to
the scheduled start time and use the code 094458
when prompted.
A webcast of the call can be accessed at:
https://www.incommglobalevents.com/registration/q4inc/8800/cto-q3-2021-earnings-call/.
To access the webcast, log on to the web address
noted above or go to www.ctoreit.com and log in at the investor
relations section. Please log in to the webcast at least ten
minutes prior to the scheduled time of the Earnings Call.
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 owns an approximate
16% 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, 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; the ultimate
geographic spread, severity and duration of pandemics such as the
recent outbreak of the novel coronavirus, 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 or the
venture formed when the Company sold its controlling interest in
the entity that owned the Company’s remaining land portfolio, of
which the Company has a retained interest; 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, 2020 and other risks and
uncertainties discussed from time to time in the Company’s filings
with the U.S. Securities and Exchange Commission.
There can be no assurance that future
developments will be in accordance with management’s expectations
or that the effect of future developments on the Company will be
those anticipated by management. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date of this press release. The Company undertakes
no obligation to update the information contained in this press
release to reflect subsequently occurring events or
circumstances.
Non-GAAP Financial Measures
Our reported results are presented in accordance
with accounting principles generally accepted in the United States
of America (“GAAP”). We also disclose Funds From Operations (“FFO”)
and Adjusted Funds From Operations (“AFFO”), both of which are
non-GAAP financial measures. We believe these two 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 and AFFO 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 the land sales
gains included in discontinued operations. To derive AFFO, we
modify the NAREIT computation of FFO to include other adjustments
to GAAP net income related to non-cash revenues and expenses such
as straight-line rental revenue, amortization of deferred financing
costs, amortization of capitalized lease incentives and above- and
below-market lease related intangibles, and non-cash compensation.
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.
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 AFFO is an additional
useful supplemental measure for investors to consider because it
will help them to better assess our operating performance without
the distortions created by other non-cash revenues or expenses. FFO
and AFFO may not be comparable to similarly titled measures
employed by other companies.
CTO Realty Growth,
Inc.Consolidated Balance Sheets(In
thousands, except share and per share data)
|
As of |
|
(Unaudited)September 30,
2021 |
|
December 31, 2020 |
ASSETS |
|
|
|
|
|
Real Estate: |
|
|
|
|
|
Land, at cost |
$ |
162,297 |
|
|
$ |
166,512 |
|
Building and Improvements, at cost |
|
256,902 |
|
|
|
305,614 |
|
Other Furnishings and Equipment, at cost |
|
701 |
|
|
|
672 |
|
Construction in Process, at cost |
|
1,675 |
|
|
|
323 |
|
Total Real Estate, at cost |
|
421,575 |
|
|
|
473,121 |
|
Less, Accumulated Depreciation |
|
(22,385 |
) |
|
|
(30,737 |
) |
Real Estate—Net |
|
399,190 |
|
|
|
442,384 |
|
Land and Development
Costs |
|
6,702 |
|
|
|
7,083 |
|
Intangible Lease
Assets—Net |
|
64,624 |
|
|
|
50,176 |
|
Assets Held for Sale |
|
835 |
|
|
|
833 |
|
Investment in Joint
Ventures |
|
25,575 |
|
|
|
48,677 |
|
Investment in Alpine Income
Property Trust, Inc. |
|
37,468 |
|
|
|
30,574 |
|
Mitigation Credits |
|
3,405 |
|
|
|
2,622 |
|
Mitigation Credit Rights |
|
21,573 |
|
|
|
— |
|
Commercial Loan and Master
Lease Investments |
|
38,993 |
|
|
|
38,320 |
|
Cash and Cash Equivalents |
|
7,005 |
|
|
|
4,289 |
|
Restricted Cash |
|
68,546 |
|
|
|
29,536 |
|
Refundable Income Taxes |
|
856 |
|
|
|
26 |
|
Deferred Income Taxes—Net |
|
215 |
|
|
|
— |
|
Other Assets |
|
11,695 |
|
|
|
12,180 |
|
Total Assets |
$ |
686,682 |
|
|
$ |
666,700 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
Liabilities: |
|
|
|
|
|
Accounts Payable |
$ |
1,402 |
|
|
$ |
1,047 |
|
Accrued and Other Liabilities |
|
12,716 |
|
|
|
9,090 |
|
Deferred Revenue |
|
3,656 |
|
|
|
3,319 |
|
Intangible Lease Liabilities—Net |
|
3,036 |
|
|
|
24,163 |
|
Liabilities Held for Sale |
|
831 |
|
|
|
831 |
|
Deferred Income Taxes—Net |
|
— |
|
|
|
3,521 |
|
Long-Term Debt |
|
229,894 |
|
|
|
273,830 |
|
Total Liabilities |
|
251,535 |
|
|
|
315,801 |
|
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 September 30, 2021; 50,000 shares authorized;
$100.00 par value, no shares issued or outstanding at December 31,
2020 |
|
30 |
|
|
|
— |
|
Common Stock – 500,000,000 shares authorized; $0.01 par value,
5,960,912 shares issued and outstanding at September 30, 2021;
25,000,000 shares authorized; $1.00 par value, 7,310,680 shares
issued and 5,915,756 shares outstanding at December 31, 2020 |
|
60 |
|
|
|
7,250 |
|
Treasury Stock – 0 shares at September 30, 2021 and 1,394,924
shares at December 31, 2020 |
|
— |
|
|
|
(77,541 |
) |
Additional Paid-In Capital |
|
86,899 |
|
|
|
83,183 |
|
Retained Earnings |
|
348,681 |
|
|
|
339,917 |
|
Accumulated Other Comprehensive Loss |
|
(523 |
) |
|
|
(1,910 |
) |
Total Stockholders’ Equity |
|
435,147 |
|
|
|
350,899 |
|
Total Liabilities and Stockholders’ Equity |
$ |
686,682 |
|
|
$ |
666,700 |
|
CTO Realty Growth,
Inc.Consolidated Statements of Operations
(Unaudited, in thousands, except share, per share and dividend
data)
|
Three Months Ended |
|
Nine Months Ended |
|
September 30, 2021 |
|
September 30, 2020 |
|
September 30, 2021 |
|
September 30, 2020 |
Revenues |
|
|
|
|
|
|
|
|
|
|
|
Income Properties |
$ |
13,734 |
|
|
$ |
12,933 |
|
|
$ |
36,757 |
|
|
$ |
35,409 |
|
Management Fee Income |
|
940 |
|
|
|
683 |
|
|
|
2,361 |
|
|
|
2,080 |
|
Interest Income from Commercial Loan and Master Lease
Investments |
|
726 |
|
|
|
413 |
|
|
|
2,136 |
|
|
|
2,300 |
|
Real Estate Operations |
|
1,177 |
|
|
|
543 |
|
|
|
4,318 |
|
|
|
631 |
|
Total Revenues |
|
16,577 |
|
|
|
14,572 |
|
|
|
45,572 |
|
|
|
40,420 |
|
Direct Cost of Revenues |
|
|
|
|
|
|
|
|
|
|
|
Income Properties |
|
(3,984 |
) |
|
|
(3,592 |
) |
|
|
(9,688 |
) |
|
|
(8,273 |
) |
Real Estate Operations |
|
(252 |
) |
|
|
(1,682 |
) |
|
|
(867 |
) |
|
|
(3,263 |
) |
Total Direct Cost of Revenues |
|
(4,236 |
) |
|
|
(5,274 |
) |
|
|
(10,555 |
) |
|
|
(11,536 |
) |
General and Administrative
Expenses |
|
(2,680 |
) |
|
|
(3,341 |
) |
|
|
(8,477 |
) |
|
|
(8,604 |
) |
Impairment Charges |
|
— |
|
|
|
— |
|
|
|
(16,527 |
) |
|
|
(1,905 |
) |
Depreciation and
Amortization |
|
(5,567 |
) |
|
|
(4,761 |
) |
|
|
(15,428 |
) |
|
|
(14,334 |
) |
Total Operating Expenses |
|
(12,483 |
) |
|
|
(13,376 |
) |
|
|
(50,987 |
) |
|
|
(36,379 |
) |
Gain on Disposition of
Assets |
|
22,666 |
|
|
|
289 |
|
|
|
28,106 |
|
|
|
7,365 |
|
Gain (Loss) on Extinguishment
of Debt |
|
— |
|
|
|
— |
|
|
|
(641 |
) |
|
|
1,141 |
|
Other Gains and Income |
|
22,666 |
|
|
|
289 |
|
|
|
27,465 |
|
|
|
8,506 |
|
Total Operating Income |
|
26,760 |
|
|
|
1,485 |
|
|
|
22,050 |
|
|
|
12,547 |
|
Investment and Other Income
(Loss) |
|
(797 |
) |
|
|
(1,030 |
) |
|
|
8,438 |
|
|
|
(5,746 |
) |
Interest Expense |
|
(1,986 |
) |
|
|
(2,478 |
) |
|
|
(6,851 |
) |
|
|
(8,384 |
) |
Income (Loss) from Operations Before Income Tax Benefit
(Expense) |
|
23,977 |
|
|
|
(2,023 |
) |
|
|
23,637 |
|
|
|
(1,583 |
) |
Income Tax Benefit
(Expense) |
|
(30 |
) |
|
|
501 |
|
|
|
4,371 |
|
|
|
410 |
|
Net Income (Loss) Attributable to the Company |
$ |
23,947 |
|
|
$ |
(1,522 |
) |
|
$ |
28,008 |
|
|
$ |
(1,173 |
) |
Distributions to Preferred Stockholders |
|
(1,129 |
) |
|
|
— |
|
|
|
(1,129 |
) |
|
|
— |
|
Net Income (Loss) Attributable to Common Stockholders |
$ |
22,818 |
|
|
$ |
(1,522 |
) |
|
$ |
26,879 |
|
|
$ |
(1,173 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Per Share Information: |
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Net Income
(Loss) Attributable to Common Stockholders |
$ |
3.87 |
|
|
$ |
(0.33 |
) |
|
$ |
4.56 |
|
|
$ |
(0.25 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Number of
Common Shares: |
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
5,901,095 |
|
|
|
4,654,329 |
|
|
|
5,892,900 |
|
|
|
4,673,049 |
|
Diluted |
|
5,901,095 |
|
|
|
4,654,329 |
|
|
|
5,892,900 |
|
|
|
4,673,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends Declared and Paid –
Preferred Stock |
$ |
0.3763 |
|
|
$ |
— |
|
|
$ |
0.3763 |
|
|
$ |
— |
|
Dividends Declared and Paid –
Common Stock |
$ |
1.00 |
|
|
$ |
0.40 |
|
|
$ |
3.00 |
|
|
$ |
0.90 |
|
CTO Realty Growth,
Inc.Non-GAAP Financial
Measures(Unaudited, in thousands, except per share
data)
|
Three Months Ended |
|
Nine Months Ended |
|
September 30, 2021 |
|
September 30, 2020 |
|
September 30, 2021 |
|
September 30, 2020 |
Net Income (Loss) Attributable to the Company |
$ |
23,947 |
|
|
$ |
(1,522 |
) |
|
$ |
28,008 |
|
|
$ |
(1,173 |
) |
Depreciation and Amortization |
|
5,567 |
|
|
|
4,761 |
|
|
|
15,428 |
|
|
|
14,334 |
|
Gains on Disposition of Assets |
|
(22,666 |
) |
|
|
(289 |
) |
|
|
(28,106 |
) |
|
|
(7,365 |
) |
Losses (Gains) on the Disposition of Other Assets |
|
(974 |
) |
|
|
1,119 |
|
|
|
(3,549 |
) |
|
|
2,540 |
|
Impairment Charges, Net |
|
— |
|
|
|
— |
|
|
|
12,474 |
|
|
|
1,905 |
|
Unrealized (Gain) Loss on Investment Securities |
|
1,326 |
|
|
|
1,448 |
|
|
|
(6,894 |
) |
|
|
7,098 |
|
Funds from Operations |
$ |
7,200 |
|
|
$ |
5,517 |
|
|
$ |
17,361 |
|
|
$ |
17,339 |
|
Distributions to Preferred Stockholders |
|
(1,129 |
) |
|
|
— |
|
|
|
(1,129 |
) |
|
|
— |
|
Funds from Operations
Attributable to Common Stockholders |
$ |
6,071 |
|
|
$ |
5,517 |
|
|
$ |
16,232 |
|
|
$ |
17,339 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
Straight-Line Rent Adjustment |
|
(669 |
) |
|
|
(670 |
) |
|
|
(1,844 |
) |
|
|
(1,810 |
) |
COVID-19 Rent Repayments (Deferrals), Net |
|
84 |
|
|
|
(217 |
) |
|
|
738 |
|
|
|
(1,368 |
) |
Amortization of Intangibles to Lease Income |
|
(86 |
) |
|
|
(434 |
) |
|
|
(820 |
) |
|
|
(1,352 |
) |
Contributed Leased Assets Accretion |
|
(38 |
) |
|
|
(43 |
) |
|
|
(197 |
) |
|
|
(130 |
) |
Loss (Gain) on Extinguishment of Debt |
|
— |
|
|
|
— |
|
|
|
641 |
|
|
|
(1,141 |
) |
Amortization of Discount on Convertible Debt |
|
322 |
|
|
|
307 |
|
|
|
951 |
|
|
|
1,067 |
|
Non-Cash Compensation |
|
734 |
|
|
|
617 |
|
|
|
2,434 |
|
|
|
2,135 |
|
Non-Recurring G&A |
|
— |
|
|
|
953 |
|
|
|
155 |
|
|
|
1,055 |
|
Amortization of Deferred Financing Costs to Interest Expense |
|
120 |
|
|
|
115 |
|
|
|
444 |
|
|
|
338 |
|
Accretion of Loan Origination Fees |
|
— |
|
|
|
(7 |
) |
|
|
(1 |
) |
|
|
(164 |
) |
Non-Cash Imputed Interest |
|
(116 |
) |
|
|
(105 |
) |
|
|
(330 |
) |
|
|
(311 |
) |
Adjusted Funds from Operations
Attributable to Common Stockholders |
$ |
6,422 |
|
|
$ |
6,033 |
|
|
$ |
18,403 |
|
|
$ |
15,658 |
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per Common Share –
Diluted |
$ |
1.03 |
|
|
$ |
1.19 |
|
|
$ |
2.75 |
|
|
$ |
3.71 |
|
AFFO per Common Share –
Diluted |
$ |
1.09 |
|
|
$ |
1.30 |
|
|
$ |
3.12 |
|
|
$ |
3.35 |
|
Contact: |
Matthew M. Partridge |
|
Senior Vice President, Chief Financial Officer and Treasurer |
|
(386) 944-5643 |
|
mpartridge@ctoreit.com |
|
|
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