EX-99.2 4 cto-20221014xex99d2.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.

On October 14, 2022, CTO Realty Growth, Inc. (the “Company” or “CTO”) completed the acquisition of a grocery-anchored mixed-use center in the Richmond, Virginia Metropolitan Area (“West Broad Village” or the “Property”) from a certain institutional owner (the “Seller”) for a purchase price of $93.85 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 West Broad Village. 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 June 30, 2022, unaudited pro forma consolidated statement of operations for the six months ended June 30, 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 acquisitions of Madison Yards and West Broad Village. 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 acquisitions of Madison Yards and West Broad Village (together, the “Properties”) as though such acquisitions 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 acquisitions of the Properties 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 JUNE 30, 2022

(In thousands, except share and per share data)

Property Acquisition 

Property Acquisition 

Transaction 

Transaction 

Accounting 

Accounting 

Adjustments -

Adjustments - West 

    

Historical

    

 Madison Yards

    

Notes

    

Broad Village

    

Notes

    

Pro Forma

ASSETS

 

  

 

  

 

  

 

  

 

  

 

  

Real Estate:

 

  

 

  

 

  

 

  

 

  

 

  

Land, at Cost

$

205,245

$

19,767

 

[A]

$

12,110

 

[A]

$

237,122

Building and Improvements, at Cost

 

344,205

 

47,907

 

[A]

 

65,776

 

[A]

 

457,888

Other Furnishings and Equipment, at Cost

 

741

 

 

 

 

  

 

741

Construction in Process, at Cost

 

10,419

 

 

 

 

  

 

10,419

Total Real Estate, at Cost

 

560,610

 

67,674

 

 

77,886

 

  

 

706,170

Less, Accumulated Depreciation

 

(31,735)

 

 

 

 

  

 

(31,735)

Real Estate—Net

 

528,875

 

67,674

 

 

77,886

 

  

 

674,435

Land and Development Costs

 

686

 

 

 

 

  

 

686

Intangible Lease Assets—Net

 

78,328

 

13,836

 

[A]

 

18,047

 

[A]

 

110,211

Investment in Alpine Income Property Trust, Inc.

 

38,483

 

 

 

 

  

 

38,483

Mitigation Credits

 

3,436

 

 

 

 

  

 

3,436

Mitigation Credit Rights

 

21,018

 

 

 

 

  

 

21,018

Commercial Loan and Investments

 

68,783

 

 

 

 

  

 

68,783

Cash and Cash Equivalents

 

7,137

 

(7,532)

 

[B]

 

(4,693)

 

[B]

 

(5,088)

Restricted Cash

 

27,189

 

(17,490)

 

[B]

 

(35,040)

 

[B]

 

(25,341)

Refundable Income Taxes

 

286

 

 

 

 

  

 

286

Deferred Income Taxes—Net

 

105

 

 

 

 

  

 

105

Other Assets

 

28,029

 

 

 

 

  

 

28,029

Total Assets

$

802,355

$

56,488

$

56,200

 

  

$

915,043

See accompanying notes to unaudited pro forma consolidated financial statements.


CTO REALTY GROWTH, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET (Continued)

AS OF JUNE 30, 2022

(In thousands, except share and per share data)

Property Acquisition 

Property Acquisition 

Transaction 

Transaction 

Accounting 

Accounting 

Adjustments - 

Adjustments - West 

    

Historical

    

Madison Yards

    

Notes

    

Broad Village

    

Notes

    

Pro Forma

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

Liabilities:

 

  

 

  

 

  

 

  

 

  

 

  

Accounts Payable

$

1,325

$

$

 

  

$

1,325  

Accrued and Other Liabilities

 

15,705

 

563

[B]

 

1,487

 

[B]

 

17,755

Deferred Revenue

 

5,358

 

362

[B]

 

409

 

[B]

 

6,129

Intangible Lease Liabilities—Net

 

5,277

 

1,063

[A]

 

1,340

 

[A]

 

7,680

Long-Term Debt

 

343,196

 

54,500

[B]

 

52,963

 

[B]

 

450,659

Total Liabilities

 

370,861

 

56,488

 

56,200

 

  

 

483,549

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 June 30, 2022

 

30

 

 

 

  

 

30

Common Stock – 500,000,000 shares authorized; $0.01 par value, 6,082,626 shares issued and outstanding at June 30, 2022

 

61

 

 

 

  

 

61

Additional Paid-In Capital

 

86,347

 

 

 

  

 

86,347

Retained Earnings

 

332,916

 

 

 

  

 

332,916

Accumulated Other Comprehensive Income

 

12,140

 

 

 

  

 

12,140

Total Stockholders’ Equity

 

431,494

 

 

 

  

 

431,494

Total Liabilities and Stockholders’ Equity

$

802,355

$

56,488

$

56,200

 

  

$

915,043

See accompanying notes to unaudited pro forma consolidated financial statements.


CTO REALTY GROWTH, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2022

(In thousands, except share and per share data)

Property Acquisition 

Property Acquisition 

Transaction 

Transaction 

Accounting 

Accounting 

Adjustments - 

Adjustments - West 

    

Historical

    

Madison Yards

    

Notes

    

Broad Village

    

Notes

    

Pro Forma

Revenues

 

  

 

  

 

  

 

  

 

  

 

  

Income Properties

$

31,535

$

3,214

 

[A][B]

$

4,444

 

[A][B]

$

39,193

Management Fee Income

 

1,884

 

 

 

 

  

 

1,884

Interest Income From Commercial Loans and Investments

 

2,008

 

 

 

 

  

 

2,008

Real Estate Operations

 

1,246

 

 

 

 

  

 

1,246

Total Revenues

 

36,673

 

3,214

 

 

4,444

 

  

 

44,331

Direct Cost of Revenues

 

  

 

  

 

 

  

 

  

 

  

Income Properties

 

(8,828)

 

(632)

 

[A]

 

(1,149)

 

[A]

 

(10,609)

Real Estate Operations

 

(279)

 

 

 

 

  

 

(279)

Total Direct Cost of Revenues

 

(9,107)

 

(632)

 

 

(1,149)

 

  

 

(10,888)

General and Administrative Expenses

 

(5,719)

 

 

 

 

  

 

(5,719)

Depreciation and Amortization

 

(13,096)

 

(1,198)

 

[B]

 

(1,684)

 

[B]

 

(15,978)

Total Operating Expenses

 

(27,922)

 

(1,830)

 

 

(2,833)

 

  

 

(32,585)

Loss on Disposition of Assets

 

(245)

 

 

 

 

  

 

(245)

Other Gains and Income (Loss)

 

(245)

 

 

 

 

  

 

(245)

Total Operating Income

 

8,506

 

1,384

 

 

1,611

 

  

 

11,501

Investment and Other Loss

 

(3,205)

 

 

 

 

  

 

(3,205)

Interest Expense

 

(4,179)

 

(633)

 

[C]

 

(615)

 

[C]

 

(5,427)

Income Before Income Tax Benefit

 

1,122

 

751

 

996

 

  

 

2,869

Income Tax Benefit

 

298

 

 

 

  

 

298

Net Income Attributable to the Company

 

1,420

 

751

 

996

 

  

 

3,167

Distributions to Preferred Stockholders

 

(2,391)

 

 

 

  

 

(2,391)

Net Income (Loss) Attributable to Common Stockholders

$

(971)

$

751

$

996

 

  

$

776

Per Share Information:

 

  

 

  

  

 

  

 

  

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

$

(0.16)

$

0.13

$

0.17

 

  

$

0.13

Weighted Average Number of Common Shares

 

  

 

  

  

 

  

 

  

Basic and Diluted

 

5,956,798

 

5,956,798

5,956,798

 

  

 

5,956,798

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)

Property Acquisition 

Property Acquisition 

Transaction 

Transaction 

Accounting 

Accounting 

Adjustments -

Adjustments - West 

    

Historical

    

 Madison Yards

    

Notes

    

Broad Village

    

Notes

    

Pro Forma

Revenues

 

  

 

  

 

  

 

  

 

  

 

  

Income Properties

$

50,679

$

6,473

 

[A][B]

$

8,679

 

[A][B]

$

65,831

Management Fee Income

 

3,305

 

 

 

  

 

3,305

Interest Income From Commercial Loan and Investments

 

2,861

 

 

 

  

 

2,861

Real Estate Operations

 

13,427

 

 

 

  

 

13,427

Total Revenues

 

70,272

 

6,473

 

8,679

 

  

 

85,424

Direct Cost of Revenues

 

  

 

  

 

  

 

  

 

  

 

  

Income Properties

 

(13,815)

 

(1,326)

 

[A]

 

(2,258)

 

[A]

 

(17,399)

Real Estate Operations

 

(8,615)

 

 

 

 

  

 

(8,615)

Total Direct Cost of Revenues

 

(22,430)

 

(1,326)

 

 

(2,258)

 

  

 

(26,014)

General and Administrative Expenses

 

(11,202)

 

 

 

 

  

 

(11,202)

Impairment Charges

 

(17,599)

 

 

 

 

  

 

(17,599)

Depreciation and Amortization

 

(20,581)

 

(2,396)

 

[B]

 

(3,367)

 

[B]

 

(26,344)

Total Operating Expenses

 

(71,812)

 

(3,722)

 

 

(5,625)

 

  

 

(81,159)

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

 

2,751

 

 

3,054

 

  

 

29,150

Investment and Other Income

 

12,445

 

 

 

 

  

 

12,445

Interest Expense

 

(8,929)

 

(792)

 

[C]

 

(770)

 

[C]

 

(10,491)

Income Before Income Tax Benefit

 

26,861

 

1,959

 

2,284

 

  

 

31,104

Income Tax Benefit

 

3,079

 

 

 

  

 

3,079

Net Income Attributable to the Company

 

29,940

 

1,959

 

2,284

 

  

 

34,183

Distributions to Preferred Stockholders

 

(2,325)

 

 

 

  

 

(2,325)

Net Income Attributable to Common Stockholders

$

27,615

$

1,959

$

2,284

 

  

$

31,858

Per Share Information:

 

  

 

  

  

 

  

 

  

 

  

Basic and Diluted Net Income Attributable to Common Stockholders

$

4.69

$

0.33

$

0.39

 

  

$

5.41

Weighted Average Number of Common Shares

 

  

 

  

 

  

 

  

 

  

Basic and Diluted

 

5,892,270

 

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 June 30, 2022, unaudited pro forma consolidated statement of operations for the six months ended June 30, 2022, and unaudited pro forma consolidated statement of operations for the year ended December 31, 2021 present the effects of the acquisitions of Madison Yards and West Broad Village as though they had occurred on January 1, 2021, the beginning of the earliest applicable reporting period.

The acquisitions of Madison Yards and West Broad Village were 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 acquisitions were structured as reverse like-kind exchanges 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 acquisitions of the Properties 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 June 30, 2022

[A] Represents the fair value of the real estate acquired subsequent to June 30, 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 and West Broad Village, respectively (in thousands):

West Broad 

Allocation of Purchase Price:

    

Madison Yards

    

Village

Land, at Cost

$

19,767

$

12,110

Building and Improvements, at Cost

 

47,907

 

65,776

Intangible Lease Assets

 

13,836

 

18,047

Intangible Lease Liabilities

 

(1,063)

 

(1,341)

Total Acquisition Cost - Purchase Price Plus Acquisition Costs

$

80,447

$

94,592

[B] Represents the sources and uses of funds related to the Madison Yards and West Broad Village acquisition, which occurred subsequent to June 30, 2022.

The Madison Yards acquisition 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.

The West Broad Village acquisition consisted of the use of available cash of $4.7 million, $35.0 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 $53.0 million for total sources of $92.7 million. The West Broad Village acquisition is summarized as follows: purchase price of $93.85 million plus closing costs of $0.7 million, for a total acquisition cost of $94.6 million, as allocated pursuant to Note [A] above, less $1.9 million of credits received at closing which are reflected as an increase in Accrued and Other Liabilities and Deferred Revenue of $1.5 million and $0.4 million, respectively, for total uses of $92.7 million. The like-kind exchange proceeds utilized in the West Broad Village acquisition were received from sales made subsequent to the June 30, 2022 balance sheet date, of which transactions are not reflected in the Pro Forma financial statements.

Pro Forma Consolidated Statement of Operations for the Six Months Ended June 30, 2022

[A] Represents adjustments to income property revenues totaling $7.6 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 $1.8 million in the aggregate for the six months ended June 30, 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 at Madison Yards and West Broad Village as of the acquisition dates as though they had occurred on January 1, 2021, as compared to the straight-line rental income that had been recorded in (i) the Historical Summary of Revenues and Direct Costs of Revenues of West Broad Village for the relevant periods, and (ii) the Historical Summary of Revenues and Direct Costs of Revenues of Madison Yards filed on July 11, 2022 as Exhibit 99.2 to the Company’s Current Report on Form 8-K pursuant to the requirements under Item 9.01(a) of Form 8-K.

[B] Represents depreciation and amortization of real estate acquired related to Madison Yards and West Broad Village which totaled $1.2 million and $1.7 million, respectively, for the six months ended June 30, 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 $0.1 million, in the aggregate, for the six months ended June 30, 2022 and is included in the $7.6 million increase to income property revenues referred to in Note [A] above.

[C] Represents additional interest expense of $1.2 million related to the draws on the Company’s revolving credit facility totaling $107.5 million in the aggregate, including (i) $54.5 million in connection with the acquisition of Madison Yards, and (ii) $53.0 million in connection with the acquisition of West Broad Village. The actual closings of the Properties were funded utilizing available cash, $52.5 million of like-kind exchange proceeds from certain of the Company’s previously completed property dispositions, and proceeds from draws on the Company’s revolving credit facility.

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

[A] Represents adjustments to income property revenues totaling $15.2 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 $3.6 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 at Madison Yards and West Broad Village as of the acquisition dates as though they had occurred on January 1, 2021, as compared to the straight-line rental income that had been recorded in (i) the Historical Summary of Revenues and Direct Costs of Revenues of West Broad Village for the relevant periods, and (ii) the Historical Summary of Revenues and Direct Costs of Revenues of Madison Yards filed on July 11, 2022 as Exhibit 99.2 to the Company’s Current Report on Form 8-K pursuant to the requirements under Item 9.01(a) of Form 8-K.

[B] Represents depreciation and amortization of real estate acquired related to Madison Yards and West Broad Village which totaled $2.4 million and $3.4 million, respectively, 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 $0.3 million for the year ended December 31, 2021 and is included in the $15.2 million increase in income property revenues referred to in Note [A] above.

[C] Represents additional interest expense of $1.6 million related to the draws on the Company’s revolving credit facility totaling $107.5 million in the aggregate, including (i) $54.5 million in connection with the acquisition of Madison Yards, and (ii) $53.0 million in connection with the acquisition of West Broad Village. The actual closings of the Properties were funded utilizing available cash, $52.5 million of like-kind exchange proceeds from certain of the Company’s previously completed property dispositions, and proceeds from draws on the Company’s revolving credit facility, which occurred subsequent to June 30, 2022.

NOTE 3. SUBSEQUENT EVENTS

Effective July 1, 2022, the Company’s common stock split three-for-one. The additional shares are not reflected in the Pro Forma financial statements as such stock split occurred subsequent to the June 30, 2022 balance sheet date.