Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-11350 CTO REALTY GROWTH, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation ...

Drew Angerer/Getty Images News I've been buying CTO Realty Growth (NYSE:CTO) in response to common shares that are down by 12% over the last 1 year to trade at 8.8x its annualized adjusted FFO for its most recent quarter. CTO's third quarter AFFO was $0.48 per share, around $1.92 per share annualized. The internally managed REIT owns 23 mainly retail properties spread across 9 states and 4.1 million square feet of gross leasable space as of the end of its fiscal 2023 third quarter. The REIT also earns a ...

WINTER PARK, Fla., Jan. 04, 2024 (GLOBE NEWSWIRE) -- CTO Realty Growth, Inc. (NYSE:CTO) (the "Company" or "CTO") today announced its 2023 investment, disposition and leasing activities and provided a capital markets update. 2023 Investment Activity During the year ended December 31, 2023, the Company completed four retail property acquisitions and acquired one land parcel for total acquisition volume of $80.0 million, representing a weighted-average going-in cash cap rate of 7.5%.During the year ended Decem ...

CTO Realty Growth, Inc. (NYSE:CTO) Q3 2023 Earnings Conference Call October 27, 2023 9:00 AM ET Company Participants Matt Partridge – Chief Financial Officer John Albright – President and Chief Executive Officer Conference Call Participants Rob Stevenson – Janney Montgomery Scott Matthew Erdner – JonesTrading R.J. Milligan – Raymond James Operator Good day, and welcome to the CTO Realty Growth Third Quarter 2023 Operating Results Conference Call. At this time, all participants are in a listen-only mode. Aft ...

3 Absolute and Relative Valuation Upside CTO currently trades at a meaningful discount to net asset value (NAV) and a relative discount to its retail-focused peer group. Durable Portfolio with Meaningful Growth Opportunities Recently constructed retail and mixed-use portfolio with a combination of value-add lease up, redevelopment and stable, in-place cash flows in some of the strongest markets in the United States. 8 ▪ Track record of acquiring at meaningful discounts to replacement cost and below market l ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-11350 CTO REALTY GROWTH, INC. (Exact name of registrant as specified in its charter) Maryland 59-0483700 (State or ot ...

Balance Sheet ▪ Adequate liquidity for opportunistic growth ▪ No near-term debt maturities ▪ Q2 2023 quarter-end net debtto-pro forma EBITDA of 7.9x | --- | --- | --- | --- | |------------------------------------|-------|----------------|-----------------------------------| | Component of Long-Term Debt Type | | Principal | Interest Rate | | 2025 Convertible Senior Notes | Fixed | $51.0 million | 3.88% | | 2026 Term Loan 2 | Fixed | $65.0 million | SOFR + 10 bps + [1.25% - 2.20%] | | Mortgage Note | Fixed | ...

Financial Data and Key Metrics Changes - For Q2 2023, core FFO decreased by 8.5% to $0.43 per share, while AFFO decreased by 2% to $0.48 per share compared to the same period last year [20] - Year-to-date, core FFO was $0.82 per share and AFFO was $0.91 per share, representing year-over-year decreases of 12.8% and 8.1% respectively [20] - The company ended Q2 with total liquidity exceeding $100 million, which includes undrawn commitments on the revolving credit facility, cash, and restricted cash [37] Business Line Data and Key Metrics Changes - The company signed or renewed a total of 13 leases at Collection at Forsyth, representing over 52,000 square feet at an average rent of $27.85 per square foot, with new comparable leases growing rents by more than 35% [16] - The leasing momentum was driven by recent acquisitions, including Collection at Forsyth and West Broad Village, with strong performance from existing tenants [32][123] - The company anticipates increased disposition activity in the latter half of the year to pay down debt, with a forecast to sell between $15 million and $75 million of assets [2][15] Market Data and Key Metrics Changes - The company reported an occupancy rate of 91.4% at the end of Q2, an increase of 150 basis points from Q1, while leased occupancy remained largely unchanged at 93.4% [18] - The Dallas-Fort Worth metroplex is now the second largest market in the portfolio, representing nearly 18% of in-place cash-based rent [30] - The company expects to benefit from significant population growth and retailer demand in its Sunbelt markets [19] Company Strategy and Development Direction - The company is focused on converting its Exchange at Gwinnett development loan into fee simple ownership and has made several high-quality asset acquisitions [13][29] - The strategy includes maintaining a conservative approach to guidance while aiming for potential upside in 2024 [7][70] - The company is actively negotiating on office assets and expects a competitive bidding environment for some properties [4][44] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the leasing momentum and operational efficiency programs, maintaining full-year earnings guidance despite challenges [34] - The management team noted that the tenant credit watch list is in good shape, with proactive measures taken to address non-performing tenants [45] - The company anticipates that the floating rate debt will weigh on FFO and AFFO in the third quarter but expects improvements in 2024 as issues are resolved [69][70] Other Important Information - The company distributed a regular cash dividend of $0.38 per share for Q2 2023, marking a 1.8% increase compared to Q2 2022 [58] - The company repurchased shares of common stock and Series A preferred stock during the quarter [59] - The company is exploring opportunities for future acquisitions but remains selective due to current market conditions [114][119] Q&A Session Summary Question: What is the expected timing on the backfill of The Hall? - Management indicated that they expect to have a new operator in place by the fourth quarter, with ongoing negotiations [121] Question: How meaningful is the opportunity at Plaza at Rockwall? - The company noted that the Plaza at Rockwall is a below-market rent story, indicating significant potential for revenue growth [55][91] Question: What is the current state of the tenant credit watch list? - Management reported that the tenant credit watch list is in good shape, with proactive measures being taken to address any issues [45] Question: What is holding the company back from raising full-year guidance? - The company cited potential headwinds from floating rate debt and the loss of rent from The Hall as reasons for maintaining a conservative outlook [69][70] Question: What is the expected leased occupancy by year-end? - Management expects leased occupancy to be in the 94% to 95% range by year-end, with potential for further improvement in 2024 [93]

[PART I—FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for CTO Realty Growth, Inc. as of June 30, 2023, and for the three and six-month periods then ended [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2023, total assets decreased to $986.5 million from $1.06 billion, primarily due to reductions in Real Estate—Net and Long-Term Debt Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2023 (Unaudited) | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$986,545** | **$1,061,512** | | Real Estate—Net | $734,721 | $806,062 | | Cash and Cash Equivalents | $19,333 | $7,312 | | **Total Liabilities** | **$481,775** | **$582,945** | | Long-Term Debt | $445,583 | $541,768 | | **Total Stockholders' Equity** | **$504,770** | **$478,567** | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) For Q2 2023, total revenues increased to $26.0 million, resulting in net income of $0.6 million, while the six-month period reported a net loss of $6.6 million Key Operating Results (in thousands, except per share data) | Metric | Q2 2023 | Q2 2022 | 6 Months 2023 | 6 Months 2022 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | **$26,047** | **$19,463** | **$50,764** | **$36,673** | | Income Properties Revenue | $22,758 | $16,367 | $45,190 | $31,535 | | Total Operating Income | $5,683 | $5,020 | $8,640 | $8,506 | | **Net Income (Loss) Attributable to Common Stockholders** | **$605** | **$22** | **$(6,583)** | **$(971)** | | Basic and Diluted EPS | $0.03 | $0.00 | $(0.29) | $(0.05) | [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2023, operating cash flow increased to $25.0 million, while investing activities significantly increased cash usage to $106.4 million Summary of Cash Flows (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Net Cash Provided By Operating Activities | $25,021 | $22,413 | | Net Cash Used In Investing Activities | $(106,424) | $(54,358) | | Net Cash Provided By Financing Activities | $70,276 | $34,922 | | **Net Increase (Decrease) in Cash** | **$(11,127)** | **$2,977** | [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section details accounting policies and financial data, covering business description, income properties, commercial loans, related party transactions, debt, equity, and segment data - The company is a self-managed equity REIT focused on high-quality retail and mixed-use properties, owning **24 properties** with **4.2 million square feet** as of June 30, 2023[22](index=22&type=chunk)[23](index=23&type=chunk) - Business operations include a fee-based management business for PINE, a commercial loan portfolio, subsurface mineral interests, and a **$37.9 million investment** in PINE (14.8% of PINE's equity)[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, operational results, and liquidity, highlighting revenue growth, increased expenses, and non-GAAP measures [Overview](index=39&type=section&id=Overview) The company is a self-managed equity REIT owning 24 retail and mixed-use properties, also providing management services for PINE and managing a commercial loan portfolio - The investment strategy prioritizes markets with favorable business policies, job growth, and population growth, evaluating acquisitions based on real estate attributes, tenant quality, and market conditions[188](index=188&type=chunk)[194](index=194&type=chunk) - Multi-tenant properties generate **$75.0 million** in annualized base rent with a **4.4-year** weighted average lease term, while single-tenant properties generate **$9.3 million** with a **5.6-year** term[196](index=196&type=chunk) [Comparison of Results of Operations](index=40&type=section&id=Comparison%20of%20Results%20of%20Operations) Q2 2023 saw a 33.8% revenue increase to $26.1 million and higher net income, while the six-month period recorded a net loss due to increased non-cash depreciation, investment losses, and interest expense Revenue Variance - Q2 2023 vs Q2 2022 (in thousands) | Operating Segment | Q2 2023 | Q2 2022 | $ Variance | % Variance | | :--- | :--- | :--- | :--- | :--- | | Income Properties | $22,758 | $16,367 | $6,391 | 39.0% | | Management Services | $1,102 | $948 | $154 | 16.2% | | Commercial Loans & Investments | $1,056 | $1,290 | $(234) | (18.1)% | | Real Estate Operations | $1,131 | $858 | $273 | 31.8% | | **Total Revenue** | **$26,047** | **$19,463** | **$6,584** | **33.8%** | Revenue Variance - 6 Months 2023 vs 2022 (in thousands) | Operating Segment | 6 Months 2023 | 6 Months 2022 | $ Variance | % Variance | | :--- | :--- | :--- | :--- | :--- | | Income Properties | $45,190 | $31,535 | $13,655 | 43.3% | | Management Services | $2,200 | $1,884 | $316 | 16.8% | | Commercial Loans & Investments | $1,851 | $2,008 | $(157) | (7.8)% | | Real Estate Operations | $1,523 | $1,246 | $277 | 22.2% | | **Total Revenue** | **$50,764** | **$36,673** | **$14,091** | **38.4%** | - The increase in net income for Q2 2023 was driven by a **$2.3 million** extinguishment of a contingent liability and higher operating income from the property portfolio, partially offset by increased depreciation and interest expense[212](index=212&type=chunk) - The net loss for the first six months of 2023 was primarily due to higher non-cash depreciation (**$21.1 million** vs **$13.1 million** YoY), a **$6.2 million** unrealized non-cash loss on the PINE investment, and higher interest expense (**$9.8 million** vs **$4.2 million** YoY)[219](index=219&type=chunk)[222](index=222&type=chunk)[226](index=226&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2023, the company had $7.3 million in cash and sufficient liquidity from operating cash flow and credit facility capacity to fund operations for the next twelve months - Cash from operations increased to **$25.0 million** in H1 2023 from **$22.4 million** in H1 2022, driven by portfolio growth but partially offset by higher interest payments[229](index=229&type=chunk) - During H1 2023, the company acquired properties for a total cost of **$76.0 million** and originated a **$15.0 million** structured investment, while also selling one property for **$2.1 million**[234](index=234&type=chunk)[236](index=236&type=chunk) - As of June 30, 2023, the company had a remaining commitment of **$11.5 million** for capital improvements, including tenant improvements and leasing commissions[237](index=237&type=chunk) - The company has **$90.4 million** available under its **$300.0 million** credit facility and **$137.7 million** remaining under its ATM program[238](index=238&type=chunk) [Non-U.S. GAAP Financial Measures](index=48&type=section&id=Non-U.S.%20GAAP%20Financial%20Measures) This section reconciles Net Income (Loss) to non-GAAP measures, with Q2 2023 FFO per diluted share at $0.40, Core FFO at $0.43, and AFFO at $0.48 Reconciliation of Non-U.S. GAAP Measures per Diluted Share | Per Share Data | Q2 2023 | Q2 2022 | 6 Months 2023 | 6 Months 2022 | | :--- | :--- | :--- | :--- | :--- | | FFO Attributable to Common Stockholders | $0.40 | $0.44 | $0.76 | $0.88 | | Core FFO Attributable to Common Stockholders | $0.43 | $0.47 | $0.82 | $0.94 | | AFFO Attributable to Common Stockholders | $0.48 | $0.49 | $0.91 | $0.99 | - The company defines FFO according to NAREIT standards and makes further adjustments for non-cash or non-recurring items to calculate Core FFO and AFFO, which management uses to assess operating performance[247](index=247&type=chunk)[248](index=248&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=51&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate risk on its variable-rate debt, with a 100 basis point increase impacting financial results by approximately $1.1 million - The principal market risk is interest rate risk on the un-hedged portion of the company's **$300.0 million** revolving Credit Facility[259](index=259&type=chunk)[260](index=260&type=chunk) - As of June 30, 2023, **$109.6 million** of the Credit Facility balance was subject to variable interest rates, where a **1%** change in rates would result in a **$1.1 million** impact on earnings and cash flows[260](index=260&type=chunk) [Item 4. Controls and Procedures](index=51&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2023, with no material changes to internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures are effective as of the end of the period covered by the report[261](index=261&type=chunk) - No material changes to internal control over financial reporting occurred during the three months ended June 30, 2023[261](index=261&type=chunk) [PART II—OTHER INFORMATION](index=51&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=51&type=section&id=Item%201.%20Legal%20Proceedings) The company may be involved in legal proceedings incidental to its normal course of business but does not expect any current proceedings to have a material effect on its financial condition or results of operations - The company is not currently party to any legal proceedings that are expected to have a material impact on its financial condition[262](index=262&type=chunk) [Item 1A. Risk Factors](index=51&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2022 - No material changes in risk factors were reported from those disclosed in the 2022 Form 10-K[264](index=264&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=52&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q2 2023, the company repurchased 3,931 shares of common stock for approximately $62,000 and 746 shares of Series A Preferred Stock for approximately $14,000 under approved programs Common Stock Repurchases (Q2 2023) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | May 2023 | 3,931 | $15.73 | Series A Preferred Stock Repurchases (Q2 2023) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | May 2023 | 398 | $18.88 | | June 2023 | 348 | $18.76 | - As of June 30, 2023, approximately **$4.9 million** remained available under the common stock repurchase program and **$2.99 million** remained under the Series A Preferred Stock repurchase program[265](index=265&type=chunk)[266](index=266&type=chunk) [Item 6. Exhibits](index=53&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including corporate governance documents, CEO and CFO certifications, and XBRL data files

CTO Realty Growth, Inc. (NYSE:CTO) Q1 2023 Earnings Conference Call April 28, 2023 9:00 AM ET Company Participants Matt Partridge - Senior Vice President, Chief Financial Officer, and Treasurer John Albright - President and Chief Executive Officer Conference Call Participants Gaurav Mehta - EF Hutton Rob Stevenson - Janney Montgomery Scott Craig Kucera - B. Riley Securities Floris van Dijkum - Compass Point Operator Good day, and thank you for standing by. Welcome to the CTO Q1 2023 Earnings Conference Call ...