CTO Realty Growth, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>CTO Realty Growth, Inc. has filed its 2023 10-K report, detailing financial activities and stock repurchase programs.</b>

AI Summary

CTO Realty Growth, Inc. (CTO-PA) filed a Annual Report (10-K) with the SEC on February 22, 2024. CTO Realty Growth, Inc. filed its 10-K report for the fiscal year ending December 31, 2023. The company's principal executive offices are located at 369 N. New York Ave., Suite 201, Winter Park, FL 32789. The filing references various accounting standards including those for Prepaid Expenses, Accrued Liabilities, Revenues, and Gains/Losses on Disposition of Assets. The report details stock repurchase programs initiated in February 2020, February 2023, and April 2023. It also mentions an At-Market Offering Program initiated in October 2022 and April 2021.

Why It Matters

For investors and stakeholders tracking CTO Realty Growth, Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of CTO Realty Growth's financial performance and strategic initiatives for the fiscal year 2023, offering insights into its operational status and future outlook. The detailed information on stock repurchase programs and offering programs can help investors assess the company's capital allocation strategies and potential impact on shareholder value.

Risk Assessment

Risk Level: low — CTO Realty Growth, Inc. shows low risk based on this filing. The filing is a standard annual report (10-K) with no immediate red flags, indicating routine disclosure of financial performance and corporate actions.

Analyst Insight

Investors should review the detailed financial statements and risk factors within the 10-K to understand CTO Realty Growth's performance and strategic direction.

Key Numbers

• 2023-12-31 — Fiscal Year End (The end date of the reporting period for the 10-K filing.)
• 2024-02-22 — Filing Date (The date the 10-K report was filed with the SEC.)
• 6798 — SIC Code (Standard Industrial Classification code for Real Estate Investment Trusts.)
• MD — State of Incorporation (The state where CTO Realty Growth, Inc. was incorporated.)

Key Players & Entities

• CTO Realty Growth, Inc. (company) — Filer of the 10-K report
• Winter Park, FL (location) — Location of the company's principal executive offices
• 369 N. New York Ave., Suite 201 (location) — Street address of the company's principal executive offices
• 2023-12-31 (date) — Conformed period of report
• 2024-02-22 (date) — Filed as of date

FAQ

Risk Factors

• Regulatory Compliance [medium — regulatory]: The company must comply with various federal and state regulations applicable to real estate investment trusts and publicly traded companies.
• Financial Performance [high — financial]: The company's financial results are subject to market conditions, interest rate fluctuations, and the performance of its real estate portfolio.
• Real Estate Operations [high — operational]: The success of the company depends on its ability to acquire, manage, and lease its real estate properties effectively.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-02-22: 10-K Filing Date — The date the annual report was officially submitted to the SEC.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This is the primary document for investors to understand a company's financial health and operations over the past year.)

Key Financial Figures

• $66.3 million — all of its remaining land holdings for $66.3 million to Timberline Acquisition Partners, LLC
• $24.5 million — of the Land JV, and before taxes, were $24.5 million. Prior to the completion of the Land JV
• $39.4 m — he fair value of our investment totaled $39.4 million, or 15.7% of PINE's outstanding e
• $80.0 m — pany for an aggregate purchase price of $80.0 million, or a total acquisition cost of $
• $80.3 million — million, or a total acquisition cost of $80.3 million. Of the aggregate $80.3 million acquisi
• $21.2 million — gregate $80.3 million acquisition cost, $21.2 million was allocated to land, $53.6 million wa
• $53.6 million — t, $21.2 million was allocated to land, $53.6 million was allocated to buildings and improvem
• $8.7 million — ated to buildings and improvements, and $8.7 million was allocated to intangible assets pert
• $3.2 million — costs, and above market lease value and $3.2 million was allocated to intangible liabilities
• $2.1 m — mons, located in Henderson, Nevada, for $2.1 million, (ii) four outparcels of the prop
• $11.5 m — Arizona, for an aggregate sale price of $11.5 million, (iii) a single tenant office pro
• $18.5 m — to a subsidiary of General Dynamics for $18.5 million, (iv) a multi-tenanted retail pro
• $14.8 m — liff, located in Fort Worth, Texas, for $14.8 million, (v) a multi-tenanted retail prop
• $18.2 m — mons, located in Henderson, Nevada, for $18.2 million, and (vi) a single tenant office
• $22.0 million — Pavilion located in Tampa, Florida for $22.0 million. The sales of these nine properties ref

Filing Documents

• cto-20231231x10k.htm (10-K) — 4600KB
• cto-20231231xex10d28.htm (EX-10.28) — 84KB
• cto-20231231xex10d29.htm (EX-10.29) — 143KB
• cto-20231231xex21d1.htm (EX-21.1) — 96KB
• cto-20231231xex23d1.htm (EX-23.1) — 4KB
• cto-20231231xex31d1.htm (EX-31.1) — 12KB
• cto-20231231xex31d2.htm (EX-31.2) — 12KB
• cto-20231231xex32d1.htm (EX-32.1) — 7KB
• cto-20231231xex32d2.htm (EX-32.2) — 8KB
• cto-20231231xex97d1.htm (EX-97.1) — 47KB
• cto-20231231x10k010.jpg (GRAPHIC) — 91KB
• 0001558370-24-001534.txt (&nbsp;) — 21483KB
• cto-20231231.xsd (EX-101.SCH) — 154KB
• cto-20231231_cal.xml (EX-101.CAL) — 120KB
• cto-20231231_def.xml (EX-101.DEF) — 670KB
• cto-20231231_lab.xml (EX-101.LAB) — 1135KB
• cto-20231231_pre.xml (EX-101.PRE) — 1021KB
• cto-20231231x10k_htm.xml (XML) — 4171KB

BUSINESS

BUSINESS 2 Item 1A.

RISK FACTORS

RISK FACTORS 11 Item 1B. UNRESOLVED STAFF COMMENTS 41 Item 1C. CYBERSECURITY 41 Item 2.

PROPERTIES

PROPERTIES 43 Item 3.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 43 Item 4. MINE SAFETY DISCLOSURES 43 PART II Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES 43 Item 6. RESERVED 45 Item 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 45 Item 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 58 Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 58 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 58 Item 9A.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 58 Item 9B. OTHER INFORMATION 59 Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 59 PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE 59 Item 11.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 59 Item 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 59 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 59 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 59 PART IV Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 60 Item 16. FORM 10-K SUMMARY 60

SIGNATURES

SIGNATURES 65 Table of Contents PART I When we refer to "we," "us," "our," or "the Company," we mean CTO Realty Growth, Inc. and its consolidated subsidiaries. Statements contained in this Annual Report on Form 10-K, including the documents that are incorporated by reference, that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Also, when the Company uses any of the words "anticipate," "assume," "believe," "estimate," "expect," "intend," or similar expressions, the Company is making forward-looking statements. Management believes the expectations reflected in such forward-looking statements are based upon present expectations and reasonable assumptions. However, the Company's actual results could differ materially from those set forth in the forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise such forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. The risks and uncertainties that could cause our actual results to differ materially from those presented in our forward-looking statements, include, but are not limited to, the following: we are subject to risks related to the ownership of commercial real estate that could affect the performance and value of our properties; our business is dependent upon our tenants successfully operating their businesses, and their failure to do so could materially and adversely affect us; competition that traditional retail tenants face from e-commerce retail sales, or the integration of brick and mortar stores with e-commerce retail operators, could adversely affect our business; we operate in a highly competitive market for the acquis

BUSINES S

ITEM 1. BUSINES S DESCRIPTION OF BUSINESS We are a publicly traded, self-managed equity REIT that focuses on the ownership, management, and repositioning of high-quality retail and mixed-use properties located primarily in what we believe to be faster growing, business-friendly markets exhibiting accommodative business tax policies, outsized relative job and population growth, and where retail demand exceeds supply. We have pursued our investment strategy by investing primarily through fee simple ownership of our properties, commercial loans and preferred equity. As of December 31, 2023, we own and manage, sometimes utilizing third-party property management companies, 20 commercial real estate properties in 8 states in the United States, comprising 3.7 million square feet of gross leasable space. In addition to our income property portfolio, as of December 31, 2023, our business included the following: Management Services: A fee-based management business that is engaged in managing PINE as well as a portfolio of assets pursuant to the Portfolio Management Agreement, both as further described in Note 5, "Management Services Business" in the notes to the consolidated financial statements in Item 8. Commercial Loans and Investments: A portfolio of four commercial loan investments and one preferred equity investment which is classified as a commercial loan investment. Real Estate Operations: A portfolio of subsurface mineral interests associated with approximately 352,000 surface acres in 19 counties in the State of Florida ("Subsurface Interests"); and an inventory of mitigation credits produced by the Company's formerly owned mitigation bank. On December 10, 2021, the entity that held approximately 1,600 acres of undeveloped land in Daytona Beach, Florida (the "Land JV"), of which the Company previously held a 33.5% retained interest, completed the sale of all of its remaining land holdings for $66.3 million to Timberline Acquisition Partners, LLC an affili

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View this 10-K filing on SEC EDGAR