Form 8-K CTO Realty Growth, Inc. For: Jun 23

June 25, 2021 7:02 AM EDT

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Exhibit 99.1

CTO REALTY GROWTH, INC.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

On June 23, 2021, CTO Realty Growth, Inc. (the “Company” or “CTO”) completed the acquisition of a mixed-use center in the Dallas-Fort Worth, Texas Metropolitan Area (the “Property” or “The Shops at Legacy”) from an affiliate of an investment management company (the “Seller”) for a purchase price of $72.5 million. There is no material relationship between the Company or any director or officer of the Company, or any associate of any director or officer of the Company, and the Seller, other than with respect of the Company’s acquisition of the Property. The acquisition was funded using (a) available cash, (b) 1031 like-kind exchange proceeds generated from certain of the Company’s previously completed property dispositions, (c) proceeds from the Company’s partial exercise of its accordion option on its existing term loan, and (d) the Company’s revolving credit facility, and was structured as a reverse like-kind exchange in order to account for possible future dispositions of income properties by the Company.

The following unaudited pro forma consolidated balance sheet as of March 31, 2021, unaudited pro forma consolidated statement of operations for the three months ended March 31, 2021, and unaudited pro forma consolidated statement of operations for the year ended December 31, 2020 (collectively, the “Unaudited Pro Forma Financials”) give effect to the acquisition of The Shops at Legacy. The adjustments in the Unaudited Pro Forma Financials are referred to herein as the “2021 Acquisition Transaction Accounting Adjustments.”

2021 Acquisition Transaction Accounting Adjustments

The Unaudited Pro Forma Financials present the effects of the acquisition of The Shops at Legacy as though it had occurred on January 1, 2020, the beginning of the earliest applicable reporting period.

Unaudited Pro Forma Financials

The Unaudited Pro Forma Financials are based on the estimates and assumptions as of the date of this Current Report on Form 8-K set forth in the notes to the Unaudited Pro Forma Financials, which are preliminary and have been made solely for the purpose of developing such pro forma information. The Unaudited Pro Forma Financials are not necessarily indicative of the financial position or operating results that would have been achieved had the acquisition of The Shops at Legacy occurred on the dates indicated, nor are they necessarily indicative of the Company’s future financial position or operating results. Assumptions underlying the adjustments to the Unaudited Pro Forma Financials are described in the accompanying notes, which should be read in conjunction with the Unaudited Pro Forma Financials.


CTO REALTY GROWTH, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF MARCH 31, 2021

(In thousands, except share and per share data)

Historical

2021 Acquisition Transaction Accounting Adjustments

Notes

Pro Forma

ASSETS

 

 

 

 

 

 

 

 

 

 

Real Estate:

 

 

 

 

 

 

 

 

Land, at cost

 

$

179,923

 

$

21,993

 

[A]

 

$

201,916

Building and Improvements, at cost

317,870

 

 

27,040

 

[A]

 

 

344,910

Other Furnishings and Equipment, at cost

 

 

679

 

 

 

 

 

 

679

Construction in Process, at cost

 

551

 

 

 

 

 

 

551

Total Real Estate, at cost

 

 

499,023

 

 

49,033

 

 

 

 

548,056

Less, Accumulated Depreciation

 

(33,319)

 

 

 

 

 

 

(33,319)

Real Estate—Net

 

 

465,704

 

 

49,033

 

 

 

 

514,737

Land and Development Costs

7,074

 

 

 

 

 

 

7,074

Intangible Lease Assets—Net

 

 

53,215

 

 

23,648

 

[A]

 

 

76,863

Assets Held for Sale

4,505

 

 

 

 

 

 

4,505

Investment in Joint Ventures

 

 

48,686

 

 

 

 

 

 

48,686

Investment in Alpine Income Property Trust, Inc.

35,408

 

 

 

 

 

 

35,408

Mitigation Credits

 

 

2,622

 

 

 

 

 

 

2,622

Commercial Loan and Master Lease Investments

38,417

 

 

 

 

 

 

38,417

Cash and Cash Equivalents

 

 

4,691

 

 

 

 

 

 

4,691

Restricted Cash

609

 

 

 

 

 

 

609

Refundable Income Taxes

 

 

277

 

 

 

 

 

 

277

Other Assets

12,227

 

 

 

 

 

 

12,227

Total Assets

 

$

673,435

 

$

72,681

 

 

 

$

746,116

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable

$

739

 

$

 

 

 

$

739

Accrued and Other Liabilities

 

 

7,042

 

 

2,985

 

[B]

 

 

10,027

Deferred Revenue

3,463

 

 

975

 

[B]

 

 

4,438

Intangible Lease Liabilities—Net

 

 

23,396

 

 

38

 

[A]

 

 

23,434

Liabilities Held for Sale

831

 

 

 

 

 

 

831

Income Taxes Payable

 

 

 

 

 

 

 

 

Deferred Income Taxes—Net

3,343

 

 

 

 

 

 

3,343

Long-Term Debt

 

 

280,248

 

 

68,683

 

[B]

 

 

348,931

Total Liabilities

 

319,062

 

 

72,681

 

 

 

 

391,743


CTO REALTY GROWTH, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF MARCH 31, 2021 (Continued)

(In thousands, except share and per share data)

Stockholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock – 100,000,000 shares authorized; $0.01 par value, no shares issued or outstanding at March 31, 2021

 

 

 

 

 

 

 

 

Common Stock – 500,000,000 shares authorized; $0.01 par value, 5,957,079 shares issued and outstanding at March 31, 2021

 

 

60

 

 

 

 

 

 

60

Additional Paid-In Capital

 

 

13,341

 

 

 

 

 

 

13,341

Retained Earnings

 

 

341,645

 

 

 

 

 

 

341,645

Accumulated Other Comprehensive Loss

 

 

(673)

 

 

 

 

 

 

(673)

Total Stockholders’ Equity

 

 

354,373

 

 

 

 

 

 

354,373

Total Liabilities and Stockholders’ Equity

 

$

673,435

 

$

72,681

 

 

 

$

746,116

See accompanying notes to unaudited pro forma consolidated financial statements.


CTO REALTY GROWTH, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

(In thousands, except share and per share data)

Historical

 

2021 Acquisition Transaction Accounting Adjustments

 

Notes

 

Pro Forma

Revenues

 

 

 

 

 

 

 

 

 

 

 

Income Properties

$

11,449

 

$

1,944

 

[A]

 

$

13,393

Management Fee Income

 

 

669

 

 

 

 

 

 

669

Interest Income from Commercial Loan and Master Lease Investments

 

701

 

 

 

 

 

 

701

Real Estate Operations

 

 

1,893

 

 

 

 

 

 

1,893

Total Revenues

 

14,712

 

 

1,944

 

 

 

 

16,656

Direct Cost of Revenues

 

 

 

 

 

 

 

 

 

 

 

Income Properties

(2,917)

 

 

(894)

 

[A]

 

 

(3,811)

Real Estate Operations

 

 

(82)

 

 

 

 

 

 

(82)

Total Direct Cost of Revenues

 

 

(2,999)

 

 

(894)

 

 

 

 

(3,893)

General and Administrative Expenses

 

 

(3,132)

 

 

 

 

 

 

(3,132)

Impairment Charges

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

 

(4,830)

 

 

(962)

 

[B]

 

 

(5,792)

Total Operating Expenses

 

 

(10,961)

 

 

(1,856)

 

 

 

 

(12,817)

Gain on Disposition of Assets

 

 

708

 

 

 

 

 

 

708

Gain on Extinguishment of Debt

 

 

 

 

 

 

 

 

Other Gains and Income

 

 

708

 

 

 

 

 

 

708

Total Operating Income

 

 

4,459

 

 

88

 

 

 

 

4,547

Investment and Other Income (Loss)

 

 

5,332

 

 

 

 

 

 

5,332

Interest Expense

 

 

(2,444)

 

 

(276)

 

[C]

 

 

(2,720)

Income (Loss) Before Income Tax Expense

 

 

7,347

 

 

(188)

 

 

 

 

7,159

Income Tax Benefit

 

 

438

 

 

 

 

 

 

438

Net Income (Loss)

 

$

7,785

 

$

(188)

 

 

 

$

7,597

 

 

 

 

 

 

 

 

 

 

 

 

Per Share Information:

 

 

 

 

 

 

 

 

 

 

 

Basic Net Income (Loss) per Share

 

$

1.32

 

$

(0.03)

 

 

 

$

1.29

Diluted Net Income (Loss) per Share

 

$

1.32

 

$

(0.03)

 

 

 

$

1.29

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

5,879,085

 

 

5,879,085

 

 

 

 

5,879,085

Diluted

 

 

5,879,085

 

 

5,879,085

 

 

 

 

5,879,085

See accompanying notes to unaudited pro forma consolidated financial statements.


CTO REALTY GROWTH, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2020

(In thousands, except share and per share data)

Historical

 

2021 Acquisition Transaction Accounting Adjustments

 

Notes

 

Pro Forma

Revenues

 

 

 

 

 

 

 

 

 

 

 

Income Properties

$

49,953

 

$

7,864

 

[A]

 

$

57,817

Management Fee Income

 

 

2,744

 

 

 

 

 

 

2,744

Interest Income from Commercial Loan and Master Lease Investments

 

3,034

 

 

 

 

 

 

3,034

Real Estate Operations

 

 

650

 

 

 

 

 

 

650

Total Revenues

 

56,381

 

 

7,864

 

 

 

 

64,245

Direct Cost of Revenues

 

 

 

 

 

 

 

 

 

 

 

Income Properties

(11,988)

 

 

(3,764)

 

[A]

 

 

(15,752)

Real Estate Operations

 

 

(3,223)

 

 

 

 

 

 

(3,223)

Total Direct Cost of Revenues

 

 

(15,211)

 

 

(3,764)

 

 

 

 

(18,975)

General and Administrative Expenses

 

 

(11,567)

 

 

 

 

 

 

(11,567)

Impairment Charges

 

 

(9,147)

 

 

 

 

 

 

(9,147)

Depreciation and Amortization

 

 

(19,063)

 

 

(3,851)

 

[B]

 

 

(22,914)

Total Operating Expenses

 

 

(54,988)

 

 

(7,615)

 

 

 

 

(62,603)

Gain on Disposition of Assets

 

 

9,746

 

 

 

 

 

 

9,746

Gain on Extinguishment of Debt

 

 

1,141

 

 

 

 

 

 

1,141

Other Gains and Income

 

 

10,887

 

 

 

 

 

 

10,887

Total Operating Income

 

 

12,280

 

 

249

 

 

 

 

12,529

Investment and Other Income (Loss)

 

 

(6,432)

 

 

 

 

 

 

(6,432)

Interest Expense

 

 

(10,838)

 

 

(1,106)

 

[C]

 

 

(11,944)

Income (Loss) Before Income Tax Expense

 

 

(4,990)

 

 

(857)

 

 

 

 

(5,847)

Income Tax Benefit

 

 

83,499

 

 

 

 

 

 

83,499

Net Income

 

$

78,509

 

$

(857)

 

 

 

$

77,652

 

 

 

 

 

 

 

 

 

 

 

 

Per Share Information:

 

 

 

 

 

 

 

 

 

 

 

Basic Net Income per Share

 

$

16.69

 

$

(0.18)

 

 

 

$

16.50

Diluted Net Income per Share

 

$

16.69

 

$

(0.18)

 

 

 

$

16.50

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

4,704,877

 

 

4,704,877

 

 

 

 

4,704,877

Diluted

 

 

4,704,877

 

 

4,704,877

 

 

 

 

4,704,877

See accompanying notes to unaudited pro forma consolidated financial statements.


CTO REALTY GROWTH, INC.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION

The unaudited pro forma consolidated balance sheet as of March 31, 2021, unaudited pro forma consolidated statement of operations for the three months ended March 31, 2021, and unaudited pro forma consolidated statement of operations for the year ended December 31, 2020 present the effects of the acquisition of The Shops at Legacy as though it had occurred on January 1, 2020, the beginning of the earliest applicable reporting period.

The acquisition of The Shops at Legacy was funded using (a) available cash, (b) 1031 like-kind exchange proceeds generated from certain of the Company’s previously completed property dispositions, (c) proceeds from the Company’s partial exercise of its accordion option on its existing term loan, and (d) the Company’s revolving credit facility, and was structured as a reverse like-kind exchange in order to account for possible future dispositions of income properties by the Company.

Unaudited Pro Forma Financials. The Unaudited Pro Forma Financials are based on the estimates and assumptions as of the date of this Current Report on Form 8-K set forth in the notes to the Unaudited Pro Forma Financials, which are preliminary and have been made solely for the purpose of developing such pro forma information. The Unaudited Pro Forma Financials are not necessarily indicative of the financial position or operating results that would have been achieved had the acquisition of the Property occurred on the dates indicated, nor are they necessarily indicative of the Company’s future financial position or operating results. Assumptions underlying the adjustments to the Unaudited Pro Forma Financials are described in the accompanying notes, which should be read in conjunction with the Unaudited Pro Forma Financials.

NOTE 2. PRO FORMA ADJUSTMENTS

Pro Forma Consolidated Balance Sheet as of March 31, 2021

[A] Represents recording the fair value of the real estate acquired related to The Shops at Legacy acquisition which are allocated to the acquired tangible assets, consisting of land, building and improvements, and identified intangible lease assets and liabilities, consisting of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs. The fair value allocation was provided by a third-party valuation company.

The following represents the allocation of total acquisition costs for The Shops at Legacy (in thousands):

Allocation of Purchase Price:

 

 

Land, at Cost

 

$

21,993

Building and Improvements, at Cost

 

 

27,040

Intangible Lease Assets

 

 

23,648

Intangible Lease Liabilities

 

 

(38)

Total Acquisition Cost - Purchase Price plus Acquisition Costs

 

$

72,643

[B] Represents the draw on the Company’s revolving credit facility of $68.7 million to acquire The Shops at Legacy. The Company’s recent dispositions which generated 1031 like-kind exchange proceeds occurred subsequent to March 31, 2021 and therefore were not given effect to in the Unaudited Pro Forma Financials. The actual closing was funded utilizing available cash, $12.2 million from like-kind exchange proceeds from the Company’s recent dispositions, proceeds from the Company’s partial exercise of its accordion option on its existing term loan, and a draw on the Company’s revolving credit facility. The acquisition is summarized as follows: purchase price of $72.5 million plus closing costs of $0.1 million, of which the total acquisition cost of approximately $72.6 million was recorded in accordance with the fair value allocation provided by a third-party valuation company, less tenant improvement and leasing commission credits of $3.0 million received at closing, reflected as an increase in Accrued and Other Liabilities and rent credits of $0.9 million, reflected as an increase in Deferred Revenue.


Pro Forma Consolidated Statement of Operations for the Three Months Ended March 31, 2021

[A] Represents aggregate adjustments to income property revenues totaling $1.9 million, based on the calculation of rent on a straight-line basis utilizing the existing lease terms, and related direct costs of income property revenues totaling $0.9 million for the three months ended March 31, 2021. The Company recognizes rental revenue from operating leases on a straight-line basis over the life of the related leases. The pro forma adjustment reflects the estimated incremental straight-line rental income to be recognized over the remaining life of the leases in The Shops at Legacy as of the acquisition date as though it had occurred on January 1, 2020, as compared to the straight-line rental income that had been recorded in the Historical Summary of Revenues and Direct Costs of Revenues of The Shops at Legacy for the relevant periods.

[B] Record depreciation and amortization of real estate acquired related to The Shops at Legacy which totaled $1.0 million for the three months ended March 31, 2021 based on the estimated remaining economic useful life for tangible assets and the weighted average remaining lease term for the related intangible assets and intangible liabilities. Capitalized above-and below-market lease values are amortized as a decrease or increase, respectively, to income property revenues which totaled $0.2 million for the three months ended March 31, 2021 and is included in the $1.9 million increase referred to in Note [A] above.

[C] Represents additional interest expense of $0.3 million related to the draw on the Company’s revolving credit facility totaling $68.7 million in connection with the acquisition of The Shops at Legacy. The Company’s recent dispositions which generated 1031 like-kind exchange proceeds occurred subsequent to March 31, 2021 and therefore were not given effect to in the Unaudited Pro Forma Financials. The actual closing was funded utilizing available cash, $12.2 million from like-kind exchange proceeds from the Company’s recent dispositions, proceeds from the Company’s partial exercise of its accordion option on its existing term loan, and a draw on the Company’s revolving credit facility.

Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2020

[A] Represents aggregate adjustments to income property revenues totaling $7.9 million, based on the calculation of rent on a straight-line basis utilizing the existing lease terms, and related direct costs of income property revenues totaling $3.8 million for the year ended December 31, 2020. The pro forma adjustment reflects the estimated incremental straight-line rental income to be recognized over the remaining life of the leases in The Shops at Legacy as of the acquisition date as though it had occurred on January 1, 2020, as compared to the straight-line rental income that had been recorded in the Historical Summary of Revenues and Direct Costs of Revenues of The Shops at Legacy for the relevant periods.

[B] Record depreciation and amortization of real estate acquired related to The Shops at Legacy which totaled $3.9 million for the year ended December 31, 2020 based on the estimated remaining economic useful life for tangible assets and the weighted average remaining lease term for the related intangible assets and intangible liabilities. Capitalized above-and below-market lease values are amortized as a decrease or increase, respectively, to income property revenues which totaled $0.8 million for the year ended December 31, 2020 and is included in the $7.9 million increase referred to in Note [A] above.

[C] Represents additional interest expense of $1.1 million related to the draw on the Company’s revolving credit facility totaling $68.7 million in connection with the acquisition of The Shops at Legacy. The Company’s recent dispositions which generated 1031 like-kind exchange proceeds occurred subsequent to March 31, 2021 and therefore were not given effect to in the Unaudited Pro Forma Financials. The actual closing was funded utilizing available cash, $12.2 million from like-kind exchange proceeds from the Company’s recent dispositions, proceeds from the Company’s partial exercise of its accordion option on its existing term loan, and a draw on the Company’s revolving credit facility.


Exhibit 99.2

Report of Independent Certified Public Accountants

Board of Directors and Stockholders

CTO Realty Growth, Inc.

We have audited the accompanying Historical Summary of Revenues and Direct Costs of Revenues of the Shops at Legacy (the “Property”) for the year ended December 31, 2020, and the related notes (the “Historical Summary”).

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of this Historical Summary in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the Historical Summary that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on this Historical Summary based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Historical Summary. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Historical Summary, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the Historical Summary in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the Historical Summary.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the revenues and direct costs of revenues (described in Note 2) of the Property for the year ended December 31, 2020, in accordance with accounting principles generally accepted in the United States of America.

Emphasis of matter

We draw attention to Note 2 to the Historical Summary, which describes that the accompanying Historical Summary was prepared for the purposes of complying with certain rules and regulations of the Securities and Exchange Commission (for inclusion in the Current Report on Form 8-K of CTO Realty Growth, Inc.) and is not intended to be a complete presentation of the Property’s revenues and direct costs of revenues. Our opinion is not modified with respect to this matter.

/S/ GRANT THORNTON LLP

Orlando, Florida

June 25, 2021


HISTORICAL SUMMARY OF REVENUES AND DIRECT COSTS OF REVENUES

For the Three Months Ended March 31, 2021 (Unaudited) and the Year Ended December 31, 2020

(In thousands)

 

 

Three Months Ended March 31, 2021

(Unaudited)

 

 

The Shops at Legacy

Revenues:

 

 

 

Lease Income

 

$

2,117

Total Revenues

 

 

2,117

Direct Costs of Revenues:

 

 

 

Real Estate Expenses

 

 

894

Total Direct Costs of Revenues

 

 

894

Revenues over Direct Costs of Revenues

 

$

1,223

Year Ended

December 31, 2020

 

 

The Shops at Legacy

Revenues:

 

 

 

Lease Income

 

$

8,589

Total Revenues

 

 

8,589

Direct Costs of Revenues:

 

 

 

Real Estate Expenses

 

 

3,764

Total Direct Costs of Revenues

 

 

3,764

Revenues over Direct Costs of Revenues

 

4,825

The accompanying notes are an integral part of this historical summary of revenues and direct costs of revenues.

Notes to Historical Summary of Revenues and Direct Costs of Revenues

For the Three Months Ended March 31, 2021 (Unaudited) and the Year Ended December 31, 2020


NOTE 1. BUSINESS AND ORGANIZATION

On June 23, 2021, CTO Realty Growth, Inc. (the “Company” or “CTO”) completed the acquisition of a mixed-use center in the Dallas-Fort Worth, Texas Metropolitan Area (the “Property” or “The Shops at Legacy”) from an affiliate of an investment management company (the “Seller”) for a purchase price of $72.5 million.

The acquisition was funded using (a) available cash, (b) 1031 like-kind exchange proceeds generated from certain of the Company’s previously completed property dispositions, (c) proceeds from the Company’s partial exercise of its accordion option on its existing term loan, and (d) the Company’s revolving credit facility, and was structured as a reverse like-kind exchange in order to account for possible future dispositions of income properties by the Company.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying historical summary of revenues and operating expenses (the “Historical Summary”) includes the operations of the Property and has been prepared for the purpose of complying with Rule 3-14 of Regulation S-X promulgated under the Securities Act of 1933, as amended. Accordingly, the Historical Summary is not representative of the actual operations for the periods presented as revenues, and certain operating expenses, which may not be directly attributable to the revenues and expenses expected to be incurred in the future operations of the Property, have been excluded. Such items include depreciation, amortization, interest expense, interest income, and amortization of above- and below-market leases.

INCOME PROPERTY LEASE REVENUE

The rental arrangements associated with tenants of the Property are classified as operating leases. Accordingly, base rental income is recognized on a straight-line basis over the terms of the respective leases. Tenant reimbursement revenue is recognized as the related expenses are incurred and become recoverable from tenants. In April 2020, the FASB issued interpretive guidance relating to the accounting for lease concessions provided as a result of the COVID-19 Pandemic. In this guidance, entities can elect not to apply lease modification accounting with respect to such lease concessions and, instead, treat the concession as if it was a part of the existing contract. This guidance is only applicable to lease concessions related to the COVID-19 Pandemic that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. For the three months ended March 31, 2021 and the year ended December 31, 2020, the Company elected to not apply lease modification accounting with respect to rent deferrals as the concessions were related to the COVID-19 Pandemic and there was not a substantial increase in the lessor’s rights under the lease agreement. Accordingly, for leases in which deferred rent agreements were reached, the Company has continued to account for the lease by recognizing the normal straight-line rental income and as the deferred rents are repaid by the tenant, the straight-line receivable will be reduced. With respect to rent abatement agreements, lease modification accounting applies as if an extended term was a part of such agreements; accordingly, the Company re-calculated straight-line rental income for such leases to recognize over the new lease term.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that in certain circumstances may affect the reported revenues. Actual results could materially differ from these estimates.


COVID-19 PANDEMIC

In 2020, The Shops at Legacy experienced a short term decrease in cash from operations as tenants were impacted by the COVID-19 Pandemic and certain tenants’ rents were abated or deferred during the year. A prolonged imposition of mandated closures or other social-distancing guidelines as a result of the COVID-19 Pandemic may adversely impact tenants’ ability to generate sufficient revenues, and could force additional tenants to default on their leases, or result in the bankruptcy or insolvency of tenants, which would diminish the rental revenue that the Company receives under the leases. The rapid development and fluidity of the pandemic precludes any prediction as to the ultimate adverse impact on the Property.

NOTE 3. REVENUE RECOGNITION

Pursuant to FASB ASC Topic 606, Revenue from Contracts with Customers, see the following tables which summarize total revenues by major service for the three months ended March 31, 2021 and the year ended December 31, 2020 (in thousands):

For the three months ended

March 31, 2021 (Unaudited)

 

Major Service:

 

 

 

Lease Revenue - Base Rent

$

1,597

 

Lease Revenue - CAM

 

 

278

Lease Revenue - Reimbursements

242

 

Total Revenues

 

$

2,117

 

For the year ended

December 31, 2020

 

Major Service:

 

 

 

Lease Revenue - Base Rent

$

6,303

 

Lease Revenue - CAM

 

 

1,187

Lease Revenue - Reimbursements

1,099

 

Total Revenues

 

$

8,589

NOTE 4. MINIMUM FUTURE RENTAL RECEIPTS

Minimum future rental receipts under non-cancelable operating leases, excluding percentage rent and other lease payments that are not fixed and determinable, having remaining terms in excess of one year subsequent to March 31, 2021, are summarized as follows (in thousands):  

Year Ending December 31,

    

The Shops at Legacy

Remainder of 2021

 

$

5,161

2022

 

 

6,368

2023

 

 

6,226

2024

 

 

5,467

2025

 

 

4,889

2026 and thereafter (cumulative)

 

 

24,364

Total

 

$

52,475


NOTE 5. CONCENTRATION OF CREDIT RISK

There is one tenant in the Property portfolio presented in the Historical Summary that accounts for approximately 33.3% and 33.7% of the revenues reported three months ended March 31, 2021 and the year ended December 31, 2020, respectively.

NOTE 6. SUBSEQUENT EVENTS

Subsequent events and transactions were evaluated through June 25, 2021, the date on which the Historical Summary was issued. There were no reportable subsequent events or transactions.


A close up of a sign

Description automatically generated

Press Release

Contact:Matthew M. Partridge

Senior Vice President, Chief Financial Officer and Treasurer

(386) 944-5643

mpartridge@ctoreit.com

FOR

IMMEDIATE

RELEASE

CTO REALTY GROWTH ANNOUNCES CONTRACT TO SELL THE REMAINING DAYTONA BEACH LAND WITHIN ITS LAND JOINT VENTURE

DAYTONA BEACH, FL June 24, 2021 CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”) today announced the joint venture entity that holds the remaining Daytona Beach land portfolio of approximately 1,600 acres (the “Land Venture”) has entered into a binding contract with Timberline Acquisition Partners, an affiliate of Timberline Real Estate Partners (“Timberline”), for the sale of substantially all of its remaining land, including any land that was previously under contract, for $67.0 million (the “Land Venture Sale”). Proceeds to CTO after distributions to the other member of the Land Venture and before taxes are estimated to be approximately $25.6 million. Closing is anticipated to occur prior to year-end and is subject to completion of standard due diligence and closing conditions.

The Company anticipates using its proceeds from the Land Venture Sale to repay amounts outstanding under its unsecured revolving credit facility, and for general corporate and working capital purposes, which may include funding income property acquisitions.

“I am excited to announce the contract to sell all of the remaining land in our joint venture, which represents the culmination of a multi-year transformation and monetization of the Company’s interests in its various legacy land holdings,” said John P. Albright, President and Chief Executive Officer of CTO Realty Growth. “By exiting the land transaction and entitlement business, we’ll now be able to fully align Company resources towards our core strategy of growing our income property portfolio and maximizing the cash flow of our owned assets. This transaction also unlocks substantial non-income producing equity and allows us to redeploy the capital into additional income producing properties, which will be highly accretive to per share earnings, improve our dividend payout ratios and continue to position the Company as a high-growth, first-class diversified real estate investment trust.”

Commenting on the transaction, Stan Nix, Chief Executive Officer of Timberline said, “This transaction underscores our belief in the continued growth of central Florida, providing a range of strategic development opportunities including a 4.5 million square foot institutional-grade logistics park, numerous multi-family residential sites, and a host of retail and other commercial uses. We look forward to continuing the excellent work done by John and the CTO team over the past years in creating a commercially vibrant destination in West Daytona.”  


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, primarily retail-based properties located 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 or Form 10-Q for the quarter ended March 31, 2021, as filed with the SEC.

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.


A close up of a sign

Description automatically generated

Press Release

Contact:Matthew M. Partridge

Senior Vice President, Chief Financial Officer and Treasurer

(386) 944-5643

mpartridge@ctoreit.com

FOR

IMMEDIATE

RELEASE

CTO REALTY GROWTH ANNOUNCES THE ACQUISITION OF THE SHOPS AT LEGACY IN THE PLANO SUBMARKET OF DALLAS, TEXAS FOR $72.5 MILLION

DAYTONA BEACH, FL June 24, 2021 CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”) today announced it has acquired The Shops at Legacy North, an approximately 236,000 square foot retail-driven mixed-use lifestyle property in Plano, Texas (the “Property”).

The Shops at Legacy North, which was constructed in 2007 and includes nearly 1,000 parking spaces, is currently 83% occupied and is situated on 12.7 acres across the Dallas North Tollway from Legacy West at the core of the 2,665-acre master-planned Legacy District, one of the premier live-work-play communities in the United States.  The Property has excellent accessibility to a large concentration of Fortune 500 Companies, is surrounded by approximately 8,000 apartment units and nearly 2,500 hotel rooms, and benefits from excellent demographics with a daytime population of more than 160,000 people, a five-mile population of approximately 316,000 and five-mile average household incomes of more than $141,000.

The retail portion of the Property, which represents 121,496 square feet, boasts a diversified mix of upscale, amenity-driven retailers and is anchored by a variety of national and local restaurants, including The Capital Grille, Seasons 52, Mexican Sugar, Benihana and Ra Sushi.  The office component of the Property, which totals 114,936 square feet, includes notable tenants such as Unum, Technologent, Timmons Group, BRP and Shift Digital, and is anchored by WeWork’s technology and amenity-based Enterprise Model coworking space, which occupies approximately 59,000 square feet and has more than 12 years of term remaining on their lease.

“We’re thrilled with our acquisition of The Shops at Legacy, one of the most recognizable and distinctive properties in the Dallas-Fort Worth, Texas market,” said John P. Albright, President and Chief Executive Officer of CTO Realty Growth. “The Plano submarket of Dallas is experiencing significant population and employment growth and serves as the primary growth corridor in the region, benefitting from a diversified blue-chip corporate presence, first-class residential neighborhoods, low business costs and a well-educated workforce.  These attributes, when combined with the property’s premier positioning in the market and dynamic tenant mix, give us confidence in the sustainability of the property’s cash flows, and we believe this is an excellent addition to our growing, high-quality portfolio.”


The Property was purchased through a 1031 like-kind exchange using $12.2 million of restricted cash generated from the Company’s previously completed property dispositions, $15.0 million of new term loan proceeds from the Company’s partial exercise of its accordion option in its existing term loan, available cash, and draws from the Company’s unsecured revolving credit facility.  

Consistent with the Company’s existing transaction guidance, CTO anticipates reverse funding a portion of the Property acquisition cost through additional assets sales by way of 1031 like-kind exchange, including its previously announced disposition of six properties to Alpine Income Property Trust, Inc., which is expected to close in the next 30 days.

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 or Form 10-Q for the quarter ended March 31, 2021, as filed with the SEC.

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.




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