CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”) today
announced its operating results and earnings for the quarter ended
March 31, 2024.
First Quarter and Recent
Highlights
- Reported Net
Income per diluted share attributable to common stockholders of
$0.20 for the quarter ended March 31, 2024.
- Reported Core
FFO per diluted share attributable to common stockholders of $0.48
for the quarter ended March 31, 2024.
- Reported AFFO
per diluted share attributable to common stockholders of $0.52 for
the quarter ended March 31, 2024.
- Invested $71.0
million into two retail property acquisitions, totaling 319,066
leasable square feet at a weighted-average going-in cash cap rate
of 8.0%.
- Sold one
property for $20.0 million at an exit cap rate of 8.2%, generating
a gain of $4.6 million.
- Originated a
short term $10.0 million first mortgage retail development loan in
Florida, of which $6.7 million was funded during the three months
ended March 31, 2024, at a fixed interest rate of 11.0%.
- Reported an
increase in Same-Property NOI of 6.0% as compared to the first
quarter of 2023.
- Signed 15
comparable leases during the quarter totaling 94,669 square feet at
an average cash base rent of $26.09 per square foot, resulting in
comparable rent per square foot growth of 68.2%.
- Signed not open
pipeline represents $4.2 million, or 5.4%, of annual cash base rent
in place as of March 31, 2024.
- Reported a 1.0%
increase in leased occupancy of 94.3% as of March 31, 2024, as
compared to 93.3% as of December 31, 2023.
- Georgia, Texas,
and Florida, represent our top three states, or 70.9% of annualized
base rent, as of March 31, 2024.
- Increased the
midpoint of full year Core FFO per diluted share guidance by 2.5%
and full year AFFO per diluted share guidance by 2.3%.
- Utilized
proceeds from our recent preferred offering and the early repayment
of our seller-financing loan to repay all floating rate exposure on
our credit facility to a current total debt balance of $483.8
million as of May 2, 2024.
CEO Comments
“We are pleased with our strong acquisition
activity to start the year with $71.0 million in property
acquisitions, including our $68.7 million Marketplace at Seminole
Towne Center in Orlando, Florida. We also successfully sold a small
mixed-use property in Santa Fe, New Mexico at a good profit,” said
John P. Albright, President and Chief Executive Officer of CTO
Realty Growth. “Due to positive momentum in our leasing efforts and
strong Same-Property NOI growth in the first quarter, we have
increased our full-year Core FFO and AFFO guidance. This increased
guidance is being assisted by over 200,000 square feet of new
leases signed in the last six months.”
Quarterly Financial Results
Highlights
The table below provides a summary of the
Company’s operating results for the three months ended March 31,
2024:
(in thousands, except per
share data) |
For the ThreeMonths
EndedMarch 31, 2024 |
|
For the ThreeMonths
EndedMarch 31, 2023 |
|
Variance to ComparablePeriod in the Prior
Year |
Net Income (Loss) Attributable to the Company |
$ |
5,842 |
|
|
$ |
(5,993 |
) |
|
$ |
11,835 |
|
197.5 |
% |
Net Income (Loss) Attributable
to Common Stockholders |
$ |
4,655 |
|
|
$ |
(7,188 |
) |
|
$ |
11,843 |
|
164.8 |
% |
Net Income (Loss) per Diluted
Share Attributable to Common Stockholders(1) |
$ |
0.20 |
|
|
$ |
(0.32 |
) |
|
$ |
0.52 |
|
162.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Core FFO Attributable to
Common Stockholders(2) |
$ |
10,737 |
|
|
$ |
8,867 |
|
|
$ |
1,870 |
|
21.1 |
% |
Core FFO per Common Share –
Diluted(2) |
$ |
0.48 |
|
|
$ |
0.39 |
|
|
$ |
0.09 |
|
23.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
AFFO Attributable to Common
Stockholders(2) |
$ |
11,648 |
|
|
$ |
9,863 |
|
|
$ |
1,785 |
|
18.1 |
% |
AFFO per Common Share –
Diluted(2) |
$ |
0.52 |
|
|
$ |
0.43 |
|
|
$ |
0.09 |
|
20.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends Declared and Paid,
per Preferred Share |
$ |
0.40 |
|
|
$ |
0.40 |
|
|
$ |
0.00 |
|
0.00 |
% |
Dividends Declared and Paid,
per Common Share |
$ |
0.38 |
|
|
$ |
0.38 |
|
|
$ |
0.00 |
|
0.00 |
% |
(1) For the three months ended March 31, 2024,
the denominator for this measure includes the impact of 3.5 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 the Company’s 2025 Convertible Senior Notes, as the
impact was dilutive for the period. For the three months ended
March 31, 2023, the denominator for this measure excludes the
impact of 3.2 million shares, as the impact would be anti-dilutive
for the period.
(2) See the “Non-GAAP Financial Measures”
section and tables at the end of this press release for a
discussion and reconciliation of Net Income (Loss) Attributable to
the Company to non-GAAP financial measures, including FFO
Attributable to Common Stockholders, FFO per Common Share -
Diluted, Core FFO Attributable to Common Stockholders, Core FFO per
Common Share – Diluted, AFFO Attributable to Common Stockholders
and AFFO per Common Share - Diluted.
Investments
During the three months ended March 31, 2024,
the Company invested $71.0 million into two multi-tenant retail
property acquisitions totaling 319,066 leasable square feet at a
weighted average going-in cash cap rate of 8.0%. The Company’s
first quarter 2024 acquisitions included the following:
- Purchased Marketplace at Seminole
Towne Center, a 315,066 square foot multi-tenant retail power
center in the Sanford submarket of Orlando, Florida for a purchase
price of $68.7 million. The property is situated on 41 acres along
I-4 just over 20 miles north of downtown Orlando, Florida and is
anchored by Burlington, Marshalls, World Market, Petco, Ross Dress
for Less, Old Navy, Ulta Beauty, and Five Below.
- Purchased the final 4,000 square
foot property within the 28,100 square foot retail portion of Phase
II of The Exchange at Gwinnett in Buford, Georgia for a purchase
price of $2.3 million.
During the three months ended March 31, 2024,
the Company originated a $10.0 million first mortgage loan, secured
by a retail development in the West Palm Beach, Florida market, of
which $6.7 million was funded during the three months ended March
31, 2024, at a fixed interest rate of 11.0%.
Dispositions
During the three months ended March 31, 2024,
the Company sold its mixed-use property totaling approximately
136,000 square feet in downtown Santa Fe, New Mexico for $20.0
million at an exit cap rate of 8.2%, generating a gain of $4.6
million.
Subsequent to March 31, 2024, the Company
received proceeds of $15.2 million as an early repayment of our
Sabal Pavilion seller-financing loan.
Portfolio Summary
The Company’s income property portfolio consisted of the
following as of March 31, 2024:
Asset Type |
|
# of Properties |
|
Square Feet |
|
Weighted Average Remaining Lease Term |
Single Tenant |
|
6 |
|
252 |
|
6.0 years |
Multi-Tenant |
|
14 |
|
3,643 |
|
5.2 years |
Total / Weighted Average Lease
Term |
|
20 |
|
3,895 |
|
5.1 years |
Square feet in thousands.
Property Type |
|
# of Properties |
|
Square Feet |
|
% of Cash Base Rent |
Retail |
|
15 |
|
2,467 |
|
62.1% |
Office |
|
1 |
|
210 |
|
4.7% |
Mixed-Use |
|
4 |
|
1,218 |
|
33.2% |
Total / Weighted Average Lease
Term |
|
20 |
|
3,895 |
|
100% |
Square feet in thousands.
Leased Occupancy |
|
94.3% |
|
|
Occupancy |
|
92.6% |
|
|
|
|
|
|
|
Same Property Net Operating
Income
During the first quarter of 2024, the Company’s
Same-Property NOI totaled $15.1 million, an increase of 6.0% over
the comparable prior year period, as presented in the following
table.
|
For the Three Months EndedMarch 31,
2024 |
|
For the Three Months EndedMarch 31,
2023 |
|
Variance to ComparablePeriod in the Prior
Year |
Single Tenant |
$ |
1,148 |
|
|
$ |
949 |
|
|
$ |
199 |
|
21.0 |
% |
Multi-Tenant |
|
13,966 |
|
|
|
13,305 |
|
|
|
661 |
|
5.0 |
% |
Total |
$ |
15,114 |
|
|
$ |
14,254 |
|
|
$ |
860 |
|
6.0 |
% |
$ in thousands.
Leasing Activity
During the quarter ended March 31, 2024, the
Company signed 19 leases totaling 104,114 square feet. On a
comparable basis, which excludes vacancy existing at the time of
acquisition, CTO signed 15 leases totaling 94,699 square feet at an
average cash base rent of $26.09 per square foot compared to a
previous average cash base rent of $15.51 per square foot,
representing 68.2% comparable growth.
A summary of the Company’s overall leasing
activity for the quarter ended March 31, 2024, is as follows:
|
|
Square Feet |
|
Weighted Average Lease Term |
|
Cash Rent Per Square Foot |
|
Tenant Improvements |
|
Leasing Commissions |
New Leases |
|
70 |
|
12.4 years |
|
$26.09 |
|
$ |
4,842 |
|
|
$ |
1,133 |
|
Renewals & Extensions |
|
34 |
|
3.8 years |
|
$29.26 |
|
15 |
|
|
40 |
|
Total / Weighted Average |
|
104 |
|
9.4 years |
|
$27.12 |
|
$ |
4,857 |
|
|
$ |
1,173 |
|
In thousands except for per square foot and
weighted average lease term data.
Comparable leases compare leases signed on a
space for which there was previously a tenant.
Overall leasing activity does not include lease
termination agreements or lease amendments related to tenant
bankruptcy proceedings.
Subsurface Interests and Mitigation
Credits
During the three months ended March 31, 2024,
the Company completed the sale of our remaining approximately
351,581 acres of subsurface oil, gas, and mineral rights for $5.0
million, resulting in a gain of $4.5 million. As part of the
subsurface sale, the Company entered into a management agreement
with the buyer to provide ongoing management services.
During the three months ended March 31, 2024,
the Company sold approximately 7.5 mitigation credits for $1.0
million, resulting in a gain of $0.2 million.
Capital Markets and Balance
Sheet
During the quarter ended March 31, 2024, the
Company completed the following capital markets activities:
- Repurchased
40,726 shares of common stock for $0.7 million at an average price
of $16.28 per share.
- Issued 125,857
common shares under its ATM offering program at a weighted average
gross price of $17.05 per share, for total net proceeds of $2.1
million.
Subsequent to March 31, 2024, the Company
completed a follow-on public offering of 1,718,417 shares of the
Company’s 6.375% Series A Cumulative Redeemable Preferred Stock.
The Company received net proceeds of $33.1 million, after deducting
the underwriting discount and offering expenses payable by the
Company.
The following table provides a summary of the
Company’s long-term debt, at face value, as of March 31, 2024:
Component of Long-Term Debt |
|
Principal |
|
Interest Rate |
|
Maturity Date |
2025 Convertible Senior
Notes |
|
$51.0 million |
|
3.875% |
|
April 2025 |
2026 Term Loan(1) |
|
65.0 million |
|
SOFR + 10 bps + [1.25% – 2.20%] |
|
March 2026 |
Mortgage Note(2) |
|
17.8 million |
|
4.06% |
|
August 2026 |
Revolving Credit
Facility(3) |
|
209.5 million |
|
SOFR + 10 bps + [1.25% – 2.20%] |
|
January 2027 |
2027 Term Loan(4) |
|
100.0 million |
|
SOFR + 10 bps + [1.25% – 2.20%] |
|
January 2027 |
2028 Term Loan(5) |
|
100.0 million |
|
SOFR + 10 bps + [1.20% – 2.15%] |
|
January 2028 |
Total Debt / Weighted Average
Interest Rate |
|
$543.3 million |
|
4.52% |
|
|
(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 1.27% 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
$150.0 million of the Credit Facility balance to fix SOFR and
achieve a weighted average fixed swap rate of 3.47% plus the 10 bps
SOFR adjustment plus the applicable spread.
(4) The Company utilized interest rate swaps on
the $100.0 million 2027 Term Loan balance to fix SOFR and achieve a
fixed swap rate of 1.35% plus the 10 bps SOFR adjustment plus the
applicable spread.
(5) The Company utilized interest rate swaps on
the $100.0 million 2028 Term Loan balance to fix SOFR and achieve a
weighted average fixed swap rate of 3.78% plus the 10 bps SOFR
adjustment plus the applicable spread.
As of March 31, 2024, the Company’s net debt to
Pro Forma EBITDA was 7.6 times, and as defined in the Company’s
credit agreement, the Company’s fixed charge coverage ratio was 2.7
times. As of March 31, 2024, the Company’s net debt to total
enterprise value was 53.3%. 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.
Subsequent to March 31, 2024, with the proceeds
from the preferred offering and the early repayment of the Sabal
Pavilion loan, our outstanding balance on our Revolving Credit
Facility is $150.0 million.
Dividends
On February 20, 2024, the Company announced a
cash dividend on its common stock and Series A Preferred Stock for
the first quarter of 2024 of $0.38 per share and $0.40 per share,
respectively, payable on March 28, 2024 to stockholders of record
as of the close of business on March 14, 2024. The first quarter
2024 common stock cash dividend represents a payout ratio of 79.2%
and 73.1% of the Company’s first quarter 2024 Core FFO per diluted
share and AFFO per diluted share, respectively.
2024 Outlook
The Company has increased its Core FFO and AFFO
outlook for 2024 and has revised certain assumptions to take into
account the Company’s first quarter performance and revised
expectations regarding the Company’s disposition activities. The
Company’s outlook for 2024 assumes continued stability in economic
activity, stable or positive business trends related to each of our
tenants and other significant assumptions.
The Company’s increased outlook for 2024 is as
follows:
|
2024 Guidance Range |
|
Low |
|
High |
Core FFO Per Diluted
Share |
$1.60 |
to |
$1.68 |
AFFO Per Diluted Share |
$1.74 |
to |
$1.82 |
|
|
|
|
The Company’s 2024 guidance includes but is not
limited to the following assumptions:
- Same-Property
NOI growth of 2% to 4%, including the known impact of bad debt
expense, occupancy loss and costs associated with tenants in
bankruptcy, and/or tenant lease defaults, and before any impact
from potential 2024 income property acquisitions and/or
dispositions.
- General and
administrative expenses within a range of $15.2 million to $16.2
million.
- Weighted average
diluted shares outstanding of 22.5 million shares.
- Year-end 2024
leased occupancy projected to be within a range of 95% to 96%
before any impact from potential 2024 income property acquisitions
and/or dispositions.
- Investment,
including structured investments, between $100 million and $150
million at a weighted average initial cash yield between 7.75% and
8.25%.
- Disposition of assets between $50
million and $75 million at a weighted average exit cash yield
between 7.50% and 8.25%
Earnings Conference Call &
Webcast
The Company will host a conference call to
present its operating results for the quarter ended March 31, 2024,
on Friday, May 3, 2024, at 9:00 AM ET.
A live webcast of the call will be available on
the Investor Relations page of the Company’s website at
www.ctoreit.com or at the link provided in the event details below.
To access the call by phone, please go to the link provided in the
event details below and you will be provided with dial-in
details.
Webcast:
https://edge.media-server.com/mmc/p/ag748f8u
Dial-In:
https://register.vevent.com/register/BIad19b5289aae4cb8b9fdd1c46a0d84c9
We encourage participants to dial into the
conference call at least fifteen minutes ahead of the scheduled
start time. A replay of the earnings call will be archived and
available online through the Investor Relations section of the
Company’s website at www.ctoreit.com.
About CTO Realty Growth,
Inc.
CTO Realty Growth, Inc. is a publicly traded real estate
investment trust that owns and operates a portfolio of
high-quality, retail-based properties located primarily in higher
growth markets in the United States. CTO also externally manages
and owns a meaningful interest in Alpine Income Property Trust,
Inc. (NYSE: PINE), a publicly traded net lease REIT.
We encourage you to review our most recent investor presentation
and supplemental financial information, which is available on our
website at www.ctoreit.com.
Safe Harbor
Certain statements contained in this press
release (other than statements of historical fact) are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements can typically be identified by words such as “believe,”
“estimate,” “expect,” “intend,” “anticipate,” “will,” “could,”
“may,” “should,” “plan,” “potential,” “predict,” “forecast,”
“project,” and similar expressions, as well as variations or
negatives of these words.
Although forward-looking statements are made
based upon management’s present expectations and reasonable beliefs
concerning future developments and their potential effect upon the
Company, a number of factors could cause the Company’s actual
results to differ materially from those set forth in the
forward-looking statements. Such factors may include, but are not
limited to: the Company’s ability to remain qualified as a REIT;
the Company’s exposure to U.S. federal and state income tax law
changes, including changes to the REIT requirements; general
adverse economic and real estate conditions; macroeconomic and
geopolitical factors, including but not limited to inflationary
pressures, interest rate volatility, distress in the banking
sector, global supply chain disruptions, and ongoing geopolitical
war; credit risk associated with the Company investing in
structured investments; the ultimate geographic spread, severity
and duration of pandemics such as the COVID-19 Pandemic and its
variants, actions that may be taken by governmental authorities to
contain or address the impact of such pandemics, and the potential
negative impacts of such pandemics on the global economy and the
Company’s financial condition and results of operations; the
inability of major tenants to continue paying their rent or
obligations due to bankruptcy, insolvency or a general downturn in
their business; the loss or failure, or decline in the business or
assets of PINE; the completion of 1031 exchange transactions; the
availability of investment properties that meet the Company’s
investment goals and criteria; the uncertainties associated with
obtaining required governmental permits and satisfying other
closing conditions for planned acquisitions and sales; and the
uncertainties and risk factors discussed in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2023 and
other risks and uncertainties discussed from time to time in the
Company’s filings with the U.S. Securities and Exchange
Commission.
There can be no assurance that future
developments will be in accordance with management’s expectations
or that the effect of future developments on the Company will be
those anticipated by management. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date of this press release. The Company undertakes
no obligation to update the information contained in this press
release to reflect subsequently occurring events or
circumstances.
Non-GAAP Financial Measures
Our reported results are presented in accordance
with accounting principles generally accepted in the United States
of America (“GAAP”). We also disclose Funds From Operations
(“FFO”), Core Funds From Operations (“Core FFO”), Adjusted Funds
From Operations (“AFFO”), Pro Forma Earnings Before Interest,
Taxes, Depreciation and Amortization (“Pro Forma EBITDA”), and
Same-Property Net Operating Income (“Same-Property NOI”), each of
which are non-GAAP financial measures. We believe these non-GAAP
financial measures are useful to investors because they are widely
accepted industry measures used by analysts and investors to
compare the operating performance of REITs.
FFO, Core FFO, AFFO, Pro Forma EBITDA, and
Same-Property NOI do not represent cash generated from operating
activities and are not necessarily indicative of cash available to
fund cash requirements; accordingly, they should not be considered
alternatives to net income as a performance measure or cash flows
from operating activities as reported on our statement of cash
flows as a liquidity measure and should be considered in addition
to, and not in lieu of, GAAP financial measures.
We compute FFO in accordance with the definition
adopted by the Board of Governors of the National Association of
Real Estate Investment Trusts, or NAREIT.
NAREIT defines FFO as GAAP net income or loss
adjusted to exclude real estate related depreciation and
amortization, as well as extraordinary items (as defined by GAAP)
such as net gain or loss from sales of depreciable real estate
assets, impairment write-downs associated with depreciable real
estate assets and impairments associated with the implementation of
current expected credit losses on commercial loans and investments
at the time of origination, including the pro rata share of such
adjustments of unconsolidated subsidiaries. The Company also
excludes the gains or losses from sales of assets incidental to the
primary business of the REIT which specifically include the sales
of mitigation credits, subsurface sales, investment securities, and
land sales, in addition to the mark-to-market of the Company’s
investment securities and interest related to the 2025 Convertible
Senior Notes, if the effect is dilutive. To derive Core FFO, we
modify the NAREIT computation of FFO to include other adjustments
to GAAP net income related to gains and losses recognized on the
extinguishment of debt, amortization of above- and below-market
lease related intangibles, and other unforecastable market- or
transaction-driven non-cash items, as well as adding back the
interest related to the 2025 Convertible Senior Notes, if the
effect is dilutive. 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. Such items may cause short-term fluctuations
in net income but have no impact on operating cash flows or
long-term operating performance. We use AFFO as one measure of our
performance when we formulate corporate goals.
To derive Pro Forma EBITDA, GAAP net income or
loss attributable to the Company is adjusted to exclude real estate
related depreciation and amortization, as well as extraordinary
items (as defined by GAAP) such as net gain or loss from sales of
depreciable real estate assets, impairment write-downs associated
with depreciable real estate assets, impairments associated with
the implementation of current expected credit losses on commercial
loans and investments at the time of origination, including the pro
rata share of such adjustments of unconsolidated subsidiaries,
non-cash revenues and expenses such as straight-line rental
revenue, amortization of deferred financing costs, above- and
below-market lease related intangibles, non-cash compensation,
other non-recurring items such as termination fees, forfeitures of
tenant security deposits, and certain adjustments to reconciliation
estimates related to reimbursable revenue for recently acquired
properties, and other non-cash income or expense. The Company also
excludes the gains or losses from sales of assets incidental to the
primary business of the REIT which specifically include the sales
of mitigation credits, subsurface sales, investment securities, and
land sales, in addition to the mark-to-market of the Company’s
investment securities. Cash interest expense is also excluded from
Pro Forma EBITDA, and GAAP net income or loss is adjusted for the
annualized impact of acquisitions, dispositions and other similar
activities.
To derive Same-Property NOI, GAAP net income or
loss attributable to the Company is adjusted to exclude real estate
related depreciation and amortization, as well as extraordinary
items (as defined by GAAP) such as net gain or loss from sales of
depreciable real estate assets, impairment write-downs associated
with depreciable real estate assets, impairments associated with
the implementation of current expected credit losses on commercial
loans and investments at the time of origination, including the pro
rata share of such adjustments of unconsolidated subsidiaries,
non-cash revenues and expenses such as straight-line rental
revenue, amortization of deferred financing costs, above- and
below-market lease related intangibles, non-cash compensation,
other non-recurring items such as termination fees, forfeitures of
tenant security deposits, and certain adjustments to reconciliation
estimates related to reimbursable revenue for recently acquired
properties, and other non-cash income or expense. Interest expense,
general and administrative expenses, investment and other income or
loss, income tax benefit or expense, real estate operations
revenues and direct cost of revenues, management fee income, and
interest income from commercial loans and investments are also
excluded from Same-Property NOI. GAAP net income or loss is further
adjusted to remove the impact of properties that were not owned for
the full current and prior year reporting periods presented. Cash
rental income received under the leases pertaining to the Company’s
assets that are presented as commercial loans and investments in
accordance with GAAP is also used in lieu of the interest income
equivalent.
FFO is used by management, investors and
analysts to facilitate meaningful comparisons of operating
performance between periods and among our peers primarily because
it excludes the effect of real estate depreciation and amortization
and net gains or losses on sales, which are based on historical
costs and implicitly assume that the value of real estate
diminishes predictably over time, rather than fluctuating based on
existing market conditions. We believe that Core FFO and AFFO are
additional useful supplemental measures for investors to consider
because they will help them to better assess our operating
performance without the distortions created by other non-cash
revenues or expenses. We also believe that Pro Forma EBITDA is an
additional useful supplemental measure for investors to consider as
it allows for a better assessment of our operating performance
without the distortions created by other non-cash revenues,
expenses or certain effects of the Company’s capital structure on
our operating performance. We use Same-Property NOI to compare the
operating performance of our assets between periods. It is an
accepted and important measurement used by management, investors
and analysts because it includes all property-level revenues from
the Company’s properties, less operating and maintenance expenses,
real estate taxes and other property-specific expenses (“Net
Operating Income” or “NOI”) of properties that have been owned and
stabilized for the entire current and prior year reporting periods.
Same-Property NOI attempts to eliminate differences due to the
acquisition or disposition of properties during the particular
period presented, and therefore provides a more comparable and
consistent performance measure for the comparison of the Company’s
properties. FFO, Core FFO, AFFO, Pro Forma EBITDA, and
Same-Property NOI may not be comparable to similarly titled
measures employed by other companies.
|
CTO Realty Growth, Inc.Consolidated
Balance Sheets(In thousands, except share and per share
data) |
|
|
|
|
|
As of |
|
|
(Unaudited)March 31, 2024 |
|
December 31, 2023 |
ASSETS |
|
|
|
|
|
|
Real Estate: |
|
|
|
|
|
|
Land, at Cost |
|
$ |
234,681 |
|
|
$ |
222,232 |
|
Building and Improvements, at Cost |
|
|
599,901 |
|
|
|
559,389 |
|
Other Furnishings and Equipment, at Cost |
|
|
865 |
|
|
|
857 |
|
Construction in Process, at Cost |
|
|
3,320 |
|
|
|
3,997 |
|
Total Real Estate, at Cost |
|
|
838,767 |
|
|
|
786,475 |
|
Less, Accumulated Depreciation |
|
|
(56,810 |
) |
|
|
(52,012 |
) |
Real Estate—Net |
|
|
781,957 |
|
|
|
734,463 |
|
Land and Development Costs |
|
|
358 |
|
|
|
731 |
|
Intangible Lease Assets—Net |
|
|
101,039 |
|
|
|
97,109 |
|
Investment in Alpine Income Property Trust, Inc. |
|
|
35,643 |
|
|
|
39,445 |
|
Mitigation Credits |
|
|
536 |
|
|
|
1,044 |
|
Commercial Loans and Investments |
|
|
66,552 |
|
|
|
61,849 |
|
Cash and Cash Equivalents |
|
|
6,760 |
|
|
|
10,214 |
|
Restricted Cash |
|
|
8,057 |
|
|
|
7,605 |
|
Refundable Income Taxes |
|
|
27 |
|
|
|
246 |
|
Deferred Income Taxes—Net |
|
|
2,190 |
|
|
|
2,009 |
|
Other Assets |
|
|
37,964 |
|
|
|
34,953 |
|
Total Assets |
|
$ |
1,041,083 |
|
|
$ |
989,668 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
Accounts Payable |
|
$ |
2,638 |
|
|
$ |
2,758 |
|
Accrued and Other Liabilities |
|
|
14,541 |
|
|
|
18,373 |
|
Deferred Revenue |
|
|
5,290 |
|
|
|
5,200 |
|
Intangible Lease Liabilities—Net |
|
|
14,353 |
|
|
|
10,441 |
|
Long-Term Debt |
|
|
542,020 |
|
|
|
495,370 |
|
Total Liabilities |
|
|
578,842 |
|
|
|
532,142 |
|
Commitments and Contingencies |
|
|
|
|
|
|
Stockholders’ Equity: |
|
|
|
|
|
|
Preferred Stock – 100,000,000 shares authorized; $0.01 par value,
6.375% Series A Cumulative Redeemable Preferred Stock, $25.00 Per
Share Liquidation Preference, 2,978,808 shares issued and
outstanding at March 31, 2024 and December 31, 2023 |
|
|
30 |
|
|
|
30 |
|
Common Stock – 500,000,000 shares authorized; $0.01 par value,
22,909,058 shares issued and outstanding at March 31, 2024; and
22,643,034 shares issued and outstanding at December 31,
2023 |
|
|
229 |
|
|
|
226 |
|
Additional Paid-In Capital |
|
|
169,924 |
|
|
|
168,435 |
|
Retained Earnings |
|
|
277,654 |
|
|
|
281,944 |
|
Accumulated Other Comprehensive Income |
|
|
14,404 |
|
|
|
6,891 |
|
Total Stockholders’ Equity |
|
|
462,241 |
|
|
|
457,526 |
|
Total Liabilities and Stockholders’ Equity |
|
$ |
1,041,083 |
|
|
$ |
989,668 |
|
|
|
|
|
|
|
|
|
|
|
CTO Realty Growth, Inc.Consolidated
Statements of Operations(Unaudited)(In thousands, except
share, per share and dividend data) |
|
|
|
Three Months Ended |
|
March 31, 2024 |
|
March 31, 2023 |
Revenues |
|
|
|
|
|
Income Properties |
$ |
24,623 |
|
|
$ |
22,432 |
|
Management Fee Income |
|
1,105 |
|
|
|
1,098 |
|
Interest Income from Commercial Loans and Investments |
|
1,351 |
|
|
|
795 |
|
Real Estate Operations |
|
1,048 |
|
|
|
392 |
|
Total Revenues |
|
28,127 |
|
|
|
24,717 |
|
Direct Cost of Revenues |
|
|
|
|
|
Income Properties |
|
(6,753 |
) |
|
|
(7,153 |
) |
Real Estate Operations |
|
(819 |
) |
|
|
(85 |
) |
Total Direct Cost of Revenues |
|
(7,572 |
) |
|
|
(7,238 |
) |
General and Administrative
Expenses |
|
(4,216 |
) |
|
|
(3,727 |
) |
Provision for Impairment |
|
(48 |
) |
|
|
(479 |
) |
Depreciation and
Amortization |
|
(10,931 |
) |
|
|
(10,316 |
) |
Total Operating Expenses |
|
(22,767 |
) |
|
|
(21,760 |
) |
Gain on Disposition of
Assets |
|
9,163 |
|
|
|
— |
|
Other Gain |
|
9,163 |
|
|
|
— |
|
Total Operating Income |
|
14,523 |
|
|
|
2,957 |
|
Investment and Other Loss |
|
(3,259 |
) |
|
|
(4,291 |
) |
Interest Expense |
|
(5,529 |
) |
|
|
(4,632 |
) |
Income (Loss) Before Income Tax Benefit (Expense) |
|
5,735 |
|
|
|
(5,966 |
) |
Income Tax Benefit
(Expense) |
|
107 |
|
|
|
(27 |
) |
Net Income (Loss) Attributable to the Company |
$ |
5,842 |
|
|
$ |
(5,993 |
) |
Distributions to Preferred Stockholders |
|
(1,187 |
) |
|
|
(1,195 |
) |
Net Income (Loss) Attributable to Common Stockholders |
$ |
4,655 |
|
|
$ |
(7,188 |
) |
|
|
|
|
|
|
Per Share Information: |
|
|
|
|
|
Basic Net Income (Loss)
Attributable to Common Stockholders |
$ |
0.21 |
|
|
$ |
(0.32 |
) |
Diluted Net Income (Loss)
Attributable to Common Stockholders |
$ |
0.20 |
|
|
$ |
(0.32 |
) |
|
|
|
|
|
|
Weighted Average Number of
Common Shares: |
|
|
|
|
|
Basic |
|
22,551,241 |
|
|
|
22,704,829 |
|
Diluted |
|
26,057,652 |
|
|
|
22,704,829 |
|
|
|
|
|
|
|
Dividends Declared and Paid –
Preferred Stock |
$ |
0.40 |
|
|
$ |
0.40 |
|
Dividends Declared and Paid –
Common Stock |
$ |
0.38 |
|
|
$ |
0.38 |
|
|
|
|
|
|
|
|
|
|
CTO Realty Growth, Inc.Non-GAAP Financial
MeasuresSame-Property NOI
Reconciliation(Unaudited)(In thousands) |
|
|
|
Three Months Ended |
|
March 31, 2024 |
|
March 31, 2023 |
Net Income (Loss) Attributable to the Company |
$ |
5,842 |
|
|
$ |
(5,993 |
) |
Gain on Disposition of Assets |
|
(9,163 |
) |
|
|
— |
|
Provision for Impairment |
|
48 |
|
|
|
479 |
|
Depreciation and Amortization of Real Estate |
|
10,931 |
|
|
|
10,316 |
|
Amortization of Intangibles to Lease Income |
|
(474 |
) |
|
|
(679 |
) |
Straight-Line Rent Adjustment |
|
693 |
|
|
|
251 |
|
COVID-19 Rent Repayments |
|
— |
|
|
|
(26 |
) |
Accretion of Tenant Contribution |
|
13 |
|
|
|
38 |
|
Interest Expense |
|
5,529 |
|
|
|
4,632 |
|
General and Administrative Expenses |
|
4,216 |
|
|
|
3,727 |
|
Investment and Other (Income) Loss |
|
3,259 |
|
|
|
4,291 |
|
Income Tax (Benefit) Expense |
|
(107 |
) |
|
|
27 |
|
Real Estate Operations Revenues |
|
(1,048 |
) |
|
|
(392 |
) |
Real Estate Operations Direct Cost of Revenues |
|
819 |
|
|
|
85 |
|
Management Fee Income |
|
(1,105 |
) |
|
|
(1,098 |
) |
Interest Income from Commercial Loans and Investments |
|
(1,351 |
) |
|
|
(795 |
) |
Other Non-Recurring Items(1) |
|
(250 |
) |
|
|
— |
|
Less: Impact of Properties Not Owned for the Full Reporting
Period |
|
(2,738 |
) |
|
|
(609 |
) |
Same-Property NOI |
$ |
15,114 |
|
|
$ |
14,254 |
|
|
|
|
|
|
|
|
|
(1) Includes non-recurring items including
termination fees, forfeitures of tenant security deposits, and
certain adjustments to estimates related to recently acquired
property CAM
reconciliations.
|
CTO Realty Growth, Inc.Non-GAAP Financial
MeasuresFunds from Operations, Core Funds from
Operations, and Adjusted Funds from
OperationsAttributable to Common
Stockholders(Unaudited)(In thousands, except per share
data) |
|
|
|
Three Months Ended |
|
March 31,2024 |
|
March 31,2023 |
Net Income (Loss) Attributable to the Company |
$ |
5,842 |
|
|
$ |
(5,993 |
) |
Add Back: Effect of Dilutive Interest Related to 2025 Convertible
Senior Notes(1) |
|
534 |
|
|
|
— |
|
Net Income (Loss)
Attributable to the Company, If-Converted |
$ |
6,376 |
|
|
$ |
(5,993 |
) |
Depreciation and Amortization of Real Estate |
|
10,915 |
|
|
|
10,302 |
|
Gains on Disposition of Assets |
|
(9,163 |
) |
|
|
— |
|
Gains on Disposition of Other Assets |
|
(231 |
) |
|
|
(323 |
) |
Provision for Impairment |
|
48 |
|
|
|
479 |
|
Unrealized and Realized (Gain) Loss on Investment Securities |
|
4,039 |
|
|
|
4,918 |
|
Funds from
Operations |
$ |
11,984 |
|
|
$ |
9,383 |
|
Distributions to Preferred Stockholders |
|
(1,187 |
) |
|
|
(1,195 |
) |
Funds from
Operations Attributable to Common Stockholders |
$ |
10,797 |
|
|
$ |
8,188 |
|
Amortization of Intangibles to Lease Income |
|
474 |
|
|
|
679 |
|
Less: Effect of Dilutive Interest Related to 2025 Convertible
Senior Notes(1) |
|
(534 |
) |
|
|
— |
|
Core Funds from
Operations Attributable to Common Stockholders |
$ |
10,737 |
|
|
$ |
8,867 |
|
Adjustments: |
|
|
|
|
|
Straight-Line Rent Adjustment |
|
(693 |
) |
|
|
(251 |
) |
COVID-19 Rent Repayments |
|
— |
|
|
|
26 |
|
Other Depreciation and Amortization |
|
(4 |
) |
|
|
(59 |
) |
Amortization of Loan Costs, Discount on Convertible Debt, and
Capitalized Interest |
|
221 |
|
|
|
208 |
|
Non-Cash Compensation |
|
1,387 |
|
|
|
1,072 |
|
Adjusted Funds
from Operations Attributable to Common Stockholders |
$ |
11,648 |
|
|
$ |
9,863 |
|
|
|
|
|
|
|
FFO Attributable
to Common Stockholders per Common Share – Diluted |
$ |
0.41 |
|
|
$ |
0.36 |
|
Core FFO
Attributable to Common Stockholders per Common Share –
Diluted(2) |
$ |
0.48 |
|
|
$ |
0.39 |
|
AFFO Attributable
to Common Stockholders per Common Share – Diluted(2) |
$ |
0.52 |
|
|
$ |
0.43 |
|
|
|
|
|
|
|
|
|
(1) For the three months ended March 31, 2024,
interest related to the 2025 Convertible Senior Notes was added
back to net income attributable to the Company to derive FFO, as
the impact to net income attributable to common stockholders was
dilutive. For the three months ended March 31, 2023, interest
related to the 2025 Convertible Senior Notes was not added back, as
the impact to net loss attributable to common stockholders was
anti-dilutive.
(2) These amounts are calculated utilizing the
number of shares identified in the sub-table below as “Non-GAAP
Weighted Average Shares Outstanding, Diluted” which share number
reflects, if applicable, the elimination of the dilutive impact of
the 2025 Convertible Senior Notes.
|
Reconciliation of Weighted Average Common Shares
Outstanding, Diluted(Unaudited) |
|
|
|
Three Months Ended |
|
March 31,2024 |
|
March 31,2023 |
Weighted Average Shares Outstanding, Basic |
|
22,551,241 |
|
|
|
22,704,829 |
|
Common Shares Applicable to
Restricted Stock Using the Treasury Stock Method |
|
554 |
|
|
|
— |
|
Common Shares Applicable to
Dilutive Effect of 2025 Convertible Senior Notes |
|
3,505,857 |
|
|
|
— |
|
Weighted Average Shares
Outstanding, Diluted |
|
26,057,652 |
|
|
|
22,704,829 |
|
Non-GAAP Adjustment for the
Dilutive Effect of 2025 Convertible Senior Notes |
|
(3,505,857 |
) |
|
|
— |
|
Non-GAAP Weighted Average
Shares Outstanding, Diluted |
|
22,551,795 |
|
|
|
22,704,829 |
|
|
|
|
|
|
|
|
|
|
CTO Realty Growth, Inc.Non-GAAP Financial
MeasuresReconciliation of Net Debt to Pro Forma
EBITDA(Unaudited)(In thousands) |
|
|
|
|
Three Months Ended March 31, 2024 |
Net Income Attributable to the Company |
$ |
5,842 |
|
Depreciation and Amortization of Real Estate |
|
10,915 |
|
Gain on Disposition of Assets |
|
(9,163 |
) |
Gains on the Disposition of Other Assets |
|
(231 |
) |
Provision for Impairment |
|
48 |
|
Unrealized and Realized Loss on Investment Securities |
|
4,039 |
|
Distributions to Preferred Stockholders |
|
(1,187 |
) |
Straight-Line Rent Adjustment |
|
(693 |
) |
Amortization of Intangibles to Lease Income |
|
474 |
|
Other Depreciation and Amortization |
|
(4 |
) |
Amortization of Loan Costs, Discount on Convertible Debt, and
Capitalized Interest |
|
221 |
|
Non-Cash Compensation |
|
1,387 |
|
Other Non-Recurring Items(1) |
|
(250 |
) |
Interest Expense, Net of Amortization of Loan Costs and Discount on
Convertible Debt |
|
5,308 |
|
EBITDA |
$ |
16,706 |
|
|
|
|
Annualized EBITDA |
$ |
66,824 |
|
Pro Forma Annualized Impact of Current Quarter Investments and
Dispositions, Net(2) |
|
2,811 |
|
Pro Forma EBITDA |
$ |
69,635 |
|
|
|
|
Total Long-Term Debt |
$ |
542,020 |
|
Financing Costs, Net of Accumulated Amortization |
|
1,149 |
|
Unamortized Convertible Debt Discount |
|
165 |
|
Cash & Cash Equivalents |
|
(6,760 |
) |
Restricted Cash |
|
(8,057 |
) |
Net Debt |
$ |
528,517 |
|
|
|
|
Net Debt to Pro Forma
EBITDA |
|
7.6x |
|
|
|
|
(1) Includes non-recurring items including
termination fees, forfeitures of tenant security deposits, and
certain adjustments to estimates related to recently acquired
property CAM reconciliations.
(2) Reflects the pro forma annualized impact on
Annualized EBITDA of the Company’s investments and disposition
activity during the three months ended March 31, 2024.
|
|
|
Contact: |
|
Lisa M. VorakounSenior Vice President, Chief Accounting
Officer(386) 944-5641lvorakoun@ctoreit.com |
|
|
|
Alpine Income Property (NYSE:PINE)
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