EX-99.2 4 cto-20220708xex99d2.htm EX-99.2

Exhibit 99.2

CTO REALTY GROWTH, INC.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

On July 8, 2022, CTO Realty Growth, Inc. (the “Company” or “CTO”) completed the acquisition of a retail center located in Atlanta, Georgia (“Madison Yards” or the “Property”) from a certain project owner (the “Seller”) for a purchase price of $80.2 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 to the Company’s acquisition of Madison Yards. 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, and (c) proceeds from 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, 2022, unaudited pro forma consolidated statement of operations for the three months ended March 31, 2022, and unaudited pro forma consolidated statement of operations for the year ended December 31, 2021 (collectively, the “Unaudited Pro Forma Financials”) give effect to the acquisition of Madison Yards. The adjustments in the Unaudited Pro Forma Financials are referred to herein as the “Property Acquisition Transaction Accounting Adjustments.”

Transaction Accounting Adjustments

The Unaudited Pro Forma Financials present the effects of the acquisition of Madison Yards as though it had occurred on January 1, 2021, 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 Property occurred on the date 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, 2022

(In thousands, except share and per share data)

7,858

 

Historical

 

Property Acquisition Transaction Accounting Adjustments

 

Notes

 

Pro Forma

ASSETS

 

 

 

 

 

 

 

 

 

 

Real Estate:

 

 

 

 

 

 

 

 

 

Land, at Cost

$

205,241

 

$

 

 

 

$

205,241

Building and Improvements, at Cost

 

343,717

 

 

47,907

 

[A]

 

 

391,624

Other Furnishings and Equipment, at Cost

 

736

 

 

 

 

 

 

736

Construction in Process, at Cost

 

5,163

 

 

 

 

 

 

5,163

Total Real Estate, at Cost

 

554,857

 

 

47,907

 

 

 

 

602,764

Less, Accumulated Depreciation

 

(27,844)

 

 

 

 

 

 

(27,844)

Real Estate—Net

 

527,013

 

 

47,907

 

 

 

 

574,920

Land and Development Costs

694

 

 

 

 

 

 

694

Intangible Lease Assets—Net

 

81,925

 

 

13,836

 

[A]

 

 

95,761

Investment in Alpine Income Property Trust, Inc.

38,587

38,587

Mitigation Credits

 

3,702

 

 

 

 

 

 

3,702

Mitigation Credit Rights

21,018

21,018

Commercial Loan and Master Lease Investments

 

21,830

 

 

 

 

 

 

21,830

Cash and Cash Equivalents

9,450

(7,532)

[B]

1,918

Restricted Cash

 

26,385

 

 

(17,490)

 

[B]

 

 

8,895

Refundable Income Taxes

413

413

Deferred Income Taxes

 

75

 

 

 

 

 

 

75

Other Assets

23,127

19,767

[A]

42,894

Total Assets

$

754,219

 

$

56,488

 

 

 

$

810,707

LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities:

 

 

 

 

 

 

 

 

 

 

Accounts Payable

$

1,553

$

$

1,553

Accrued and Other Liabilities

 

13,913

 

 

563

 

[B]

 

 

14,476

Deferred Revenue

4,592

362

[B]

4,954

Intangible Lease Liabilities—Net

 

5,543

 

 

1,063

 

[A]

 

 

6,606

Long-Term Debt

 

298,079

 

54,500

[B]

 

352,579

Total Liabilities

 

323,680

 

 

56,488

 

 

 

 

380,168

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 March 31, 2022

30

30

Common Stock – 500,000,000 shares authorized; $0.01 par value, 6,011,611 shares issued and outstanding at March 31, 2022

 

60

 

 

 

 

 

 

60

Additional Paid-In Capital

81,092

81,092

Retained Earnings

 

339,828

 

 

 

 

 

 

339,828

Accumulated Other Comprehensive Income

 

9,529

 

 

9,529

Total Stockholders’ Equity

 

430,539

 

 

 

 

 

 

430,539

Total Liabilities and Stockholders’ Equity

$

754,219

$

56,488

$

810,707

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, 2022

(In thousands, except share and per share data)

598

Historical

Property Acquisition Transaction Accounting Adjustments

Notes

Pro Forma

Revenues

 

 

 

 

 

 

 

 

 

 

Income Properties

$

15,168

 

$

1,606

 

[A][B]

 

$

16,774

Management Fee Income

 

936

 

 

 

 

 

 

936

Interest Income From Commercial Loan and Master Lease Investments

 

718

 

 

 

 

 

 

718

Real Estate Operations

 

388

 

 

 

 

 

 

388

Total Revenues

 

17,210

 

 

1,606

 

 

 

 

18,816

Direct Cost of Revenues

 

 

 

 

 

 

 

 

 

 

Income Properties

 

(4,016)

 

 

(316)

 

[A]

 

 

(4,332)

Real Estate Operations

 

(51)

 

 

 

 

 

 

(51)

Total Direct Cost of Revenues

 

(4,067)

 

 

(316)

 

 

 

 

(4,383)

General and Administrative Expenses

 

(3,043)

 

 

 

 

 

 

(3,043)

Depreciation and Amortization

 

(6,369)

 

 

(598)

 

[B]

 

 

(6,967)

Total Operating Expenses

 

(13,479)

 

 

(914)

 

 

 

 

(14,393)

Loss on Disposition of Assets

 

(245)

 

 

 

 

 

 

(245)

Other Gains and Income (Loss)

 

(245)

 

 

 

 

 

 

(245)

Total Operating Income

 

3,486

 

 

692

 

 

 

 

4,178

Investment and Other Income (Loss)

 

(1,894)

 

 

 

 

 

 

(1,894)

Interest Expense

 

(1,902)

 

 

(243)

 

[C]

 

 

(2,145)

Income (Loss) Before Income Tax Benefit

 

(310)

 

 

449

 

 

 

 

139

Income Tax Benefit

 

512

 

 

 

 

 

 

512

Net Income Attributable to the Company

 

202

 

 

449

 

 

 

 

651

Distributions to Preferred Stockholders

 

(1,195)

 

 

 

 

 

 

(1,195)

Net Income (Loss) Attributable to Common Stockholders

$

(993)

 

$

449

 

 

 

$

(544)

 

 

 

 

 

 

 

 

 

 

 

Per Share Information:

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Net Income (Loss) Attributable to Common Stockholders

$

(0.17)

 

$

0.08

 

 

 

$

(0.09)

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares

 

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

5,908,892

 

 

5,908,892

 

 

 

 

5,908,892

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, 2021

(In thousands, except share and per share data)

Historical

Property Acquisition Transaction Accounting Adjustments

Notes

Pro Forma

Revenues

 

 

 

 

 

 

 

 

 

 

Income Properties

$

50,679

 

$

6,473

 

[A][B]

 

$

57,152

Management Fee Income

 

3,305

 

 

 

 

 

 

3,305

Interest Income From Commercial Loan and Master Lease Investments

 

2,861

 

 

 

 

 

 

2,861

Real Estate Operations

 

13,427

 

 

 

 

 

 

13,427

Total Revenues

 

70,272

 

 

6,473

 

 

 

 

76,745

Direct Cost of Revenues

 

 

 

 

 

 

 

 

 

 

Income Properties

 

(13,815)

 

 

(1,326)

 

[A]

 

 

(15,141)

Real Estate Operations

 

(8,615)

 

 

 

 

 

 

(8,615)

Total Direct Cost of Revenues

 

(22,430)

 

 

(1,326)

 

 

 

 

(23,756)

General and Administrative Expenses

 

(11,202)

 

 

 

 

 

 

(11,202)

Impairment Charges

 

(17,599)

 

 

 

 

 

 

(17,599)

Depreciation and Amortization

 

(20,581)

 

 

(2,394)

 

[B]

 

 

(22,975)

Total Operating Expenses

 

(71,812)

 

 

(3,720)

 

 

 

 

(75,532)

Gain on Disposition of Assets

 

28,316

 

 

 

 

 

 

28,316

Loss on Extinguishment of Debt

 

(3,431)

 

 

 

 

 

 

(3,431)

Other Gains and Income

 

24,885

 

 

 

 

 

 

24,885

Total Operating Income

 

23,345

 

 

2,753

 

 

 

 

26,098

Investment and Other Income

 

12,445

 

 

 

 

 

 

12,445

Interest Expense

 

(8,929)

 

 

(792)

 

[C]

 

 

(9,721)

Income Before Income Tax Benefit

 

26,861

 

 

1,961

 

 

 

 

28,822

Income Tax Benefit

 

3,079

 

 

 

 

 

 

3,079

Net Income Attributable to the Company

 

29,940

 

 

1,961

 

 

 

 

31,901

Distributions to Preferred Stockholders

 

(2,325)

 

 

 

 

 

 

(2,325)

Net Income Attributable to Common Stockholders

$

27,615

 

 

1,961

 

 

 

 

29,576

 

 

 

 

 

 

 

 

 

 

 

Per Share Information:

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Net Income Attributable to Common Stockholders

$

4.69

 

$

0.33

 

 

 

$

5.02

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares

 

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

5,892,270

 

 

5,892,270

 

 

 

 

5,892,270

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, 2022, unaudited pro forma consolidated statement of operations for the three months ended March 31, 2022, and unaudited pro forma consolidated statement of operations for the year ended December 31, 2021 present the effects of the acquisition of the Property as though it had occurred on January 1, 2021, the beginning of the earliest applicable reporting period.

The acquisition of Madison Yards was funded using (a) available cash, (b) 1031 like-kind exchange proceeds generated from certain of the Company’s previously completed property dispositions, and (c) proceeds from the Company’s revolving credit facility. The acquisition 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 date 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, 2022

[A] Represents the fair value of the real estate acquired subsequent to March 31, 2022 which are allocated to the acquired tangible assets, consisting of building and improvements, as well as the right-of-use asset related to the land underlying the buildings, 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 Madison Yards (in thousands):

Allocation of Purchase Price:

 

 

Building and Improvements, at Cost

 

$

47,907

Intangible Lease Assets

 

13,836

Other Assets - Right-of-Use Asset

 

19,767

Intangible Lease Liabilities

 

(1,063)

Total Acquisition Cost - Purchase Price Plus Acquisition Costs

$

80,447

[B] Represents the sources and uses of funds related to the Madison Yards acquisition, which occurred subsequent to March 31, 2022, and consisted of the use of available cash of $7.5 million, $17.5 million of like-kind exchange proceeds from certain of the Company’s previously completed property dispositions, and a draw on the Company’s unsecured revolving credit facility of $54.5 million for total sources of $79.5 million. The Madison Yards acquisition is summarized as follows: purchase price of $80.2 million plus closing costs of $0.3 million, for a total acquisition cost of $80.5 million, as allocated pursuant to Note [A] above, less $1.0 million of credits received at closing which are reflected as an increase in Accrued and Other Liabilities and Deferred Revenue of $0.6 million and $0.4 million, respectively, for total uses of $79.5 million.


Pro Forma Consolidated Statement of Operations for the Three Months Ended March 31, 2022

[A] Represents adjustments to income property revenues totaling $1.6 million in the aggregate, 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 $0.3 million in the aggregate for the three months ended March 31, 2022. The Company recognizes rental revenue from operating leases on a straight-line basis over the life of the related leases. The pro forma adjustments reflect the estimated incremental straight-line rental income to be recognized over the remaining life of the leases in Madison Yards as of the acquisition date as though it had occurred on January 1, 2021, as compared to the straight-line rental income that had been recorded in the Historical Summary of Revenues and Direct Costs of Revenues of Madison Yards for the relevant periods.

[B] Represents depreciation and amortization of real estate acquired related to Madison Yards which totaled $0.6 million in the aggregate for the three months ended March 31, 2022 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 less than $0.1 million for the three months ended March 31, 2022 and is included in the $1.6 million increase in income property revenues referred to in Note [A] above.

[C] Represents the incremental additional interest expense of $0.2 million related to the $54.5 million draw on the Company’s unsecured revolving credit facility used to fund the Madison Yards acquisition that occurred subsequent to March 31, 2022.

Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2021

[A] Represents adjustments to income property revenues totaling $6.5 million in the aggregate, 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 $1.3 million in the aggregate for the year ended December 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 adjustments reflect the estimated incremental straight-line rental income to be recognized over the remaining life of the leases in Madison Yards as of the acquisition date as though it had occurred on January 1, 2021, as compared to the straight-line rental income that had been recorded in the Historical Summary of Revenues and Direct Costs of Revenues of Madison Yards for the relevant periods.

[B] Represents depreciation and amortization of real estate acquired related to Madison Yards which totaled $2.4 million for the year ended December 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 less than $0.1 million for the year ended December 31, 2021 and is included in the $6.5 million increase in income property revenues referred to in Note [A] above.

[C] Represents the incremental additional interest expense of $0.8 million related to the $54.5 million draw on the  Company’s unsecured revolving credit facility used to fund the Madison Yards acquisition that occurred subsequent to March 31, 2022.