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What changed in Alpine Income Property Trust, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Alpine Income Property Trust, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+229 added−218 removedSource: 10-K (2025-02-06) vs 10-K (2024-02-08)

Top changes in Alpine Income Property Trust, Inc.'s 2024 10-K

229 paragraphs added · 218 removed · 180 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

40 edited+14 added−7 removed104 unchanged
Biggest changeThe following is a summary of the relevant leases attributable to these properties: ​ ​ ​ ​ ​ ​ ​ ​ ​ Description ​ Location ​ Rentable Square Feet ​ Annualized Base Rent ($000's) (1) Dicks Sporting Goods ​ Victor, NY ​ 120,908 ​ ​ 1,870 Walmart ​ Howell, MI ​ 214,172 ​ ​ 1,369 LA Fitness ​ Riverview, FL ​ 45,000 ​ ​ 958 Lowe's ​ Houston, TX ​ 131,644 ​ ​ 917 Kohl's ​ Chandler, AZ ​ 86,584 ​ ​ 894 Lowe's ​ Logan, WV ​ 114,731 ​ ​ 870 Burlington ​ North Richland Hills, TX ​ 70,891 ​ ​ 859 Hobby Lobby ​ Tulsa, OK ​ 84,180 ​ ​ 842 At Home ​ North Canton, OH ​ 89,902 ​ ​ 801 Camping World ​ Hermantown, MN ​ 66,033 ​ ​ 776 Lowe's ​ Adrian, MI ​ 101,287 ​ ​ 703 Home Depot (3) ​ Woodridge, IL ​ 110,626 ​ ​ 693 Century Theater ​ Reno, NV ​ 52,474 ​ ​ 661 At Home ​ Turnersville, NJ ​ 89,460 ​ ​ 641 Live Nation ​ East Troy, WI ​ - (2) ​ ​ 634 Academy Sports ​ Florence, SC ​ 58,410 ​ ​ 625 Lowe's ​ Fremont, OH ​ 125,357 ​ ​ 603 Dicks Sporting Goods ​ Chesterfield, MI ​ 49,979 ​ ​ 603 Lowe's (3) ​ Webster, TX ​ 163,300 ​ ​ 571 Crunch Fitness ​ Buford, GA ​ 24,800 ​ ​ 514 Walgreens ​ Feasterville-Trevose, PA ​ 14,820 ​ ​ 509 Best Buy ​ Lafayette, LA ​ 45,611 ​ ​ 507 AMC ​ Tyngsborough, MA ​ 39,474 ​ ​ 507 Sportsman's Warehouse ​ Morgantown, WV ​ 30,547 ​ ​ 498 Dicks Sporting Goods ​ Vineland, NJ ​ 50,000 ​ ​ 496 Party City ​ Oceanside, NY ​ 15,500 ​ ​ 490 Dicks Sporting Goods ​ McDonough, GA ​ 46,315 ​ ​ 473 Walgreens ​ Blackwood, NJ ​ 14,820 ​ ​ 464 Walgreens ​ Brick, NJ ​ 14,550 ​ ​ 450 Old Time Pottery ​ Orange Park, FL ​ 84,180 ​ ​ 439 Walgreens ​ West Hartford, CT ​ 12,805 ​ ​ 430 Best Buy ​ Dayton, OH ​ 45,535 ​ ​ 409 Marshalls ​ Vineland, NJ ​ 30,006 ​ ​ 375 CVS ​ Baton Rouge, LA ​ 13,813 ​ ​ 369 Walgreens ​ Birmingham, AL ​ 14,516 ​ ​ 364 Walgreens ​ Alpharetta, GA ​ 15,120 ​ ​ 363 Verizon ​ Vineland, NJ ​ 6,034 ​ ​ 359 7 Table of Contents Walgreens ​ Decatur, IL ​ 14,820 ​ ​ 353 Best Buy ​ McDonough, GA ​ 30,038 ​ ​ 338 Walgreens ​ Edgewater, MD ​ 14,820 ​ ​ 328 Walgreens ​ Clermont, FL ​ 13,650 ​ ​ 328 Verizon ​ Turnersville, NJ ​ 6,027 ​ ​ 326 Home Depot ​ Vineland, NJ ​ 125,218 ​ ​ 321 Michaels ​ Vineland, NJ ​ 24,000 ​ ​ 318 Old Time Pottery ​ West Chicago, IL ​ 78,721 ​ ​ 313 Office Depot ​ Albuquerque, NM ​ 30,346 ​ ​ 300 Best Buy ​ Vineland, NJ ​ 20,460 ​ ​ 297 Ashley HomeStore ​ Dayton, OH ​ 33,310 ​ ​ 285 Walgreens ​ Taylorville, IL ​ 14,550 ​ ​ 282 Walgreens ​ Tacoma, WA ​ 14,125 ​ ​ 259 Walgreens ​ Albany, GA ​ 14,770 ​ ​ 258 Walmart ​ Hempstead, TX ​ 52,190 ​ ​ 253 Festival Foods ​ Portage, WI ​ 54,720 ​ ​ 252 TJ Maxx ​ Vineland, NJ ​ 22,910 ​ ​ 245 Walmart ​ Malden, MO ​ 48,081 ​ ​ 240 Walgreens ​ Glen Burnie, MD ​ 14,490 ​ ​ 228 Hobby Lobby ​ Aberdeen, SD ​ 49,034 ​ ​ 221 7-Eleven (3) ​ Olathe, KS ​ 4,165 ​ ​ 219 Office Depot ​ Gadsden, AL ​ 23,638 ​ ​ 217 Circle K ​ Indianapolis, IN ​ 4,283 ​ ​ 210 Mattress Firm ​ Richmond, IN ​ 5,108 ​ ​ 175 Mattress Firm ​ Lake City, FL ​ 4,577 ​ ​ 170 Family Dollar ​ Lynn, MA ​ 9,228 ​ ​ 160 Tractor Supply Company ​ Washington Court, OH ​ 39,984 ​ ​ 159 Advance Auto Parts ​ St.
Biggest changeThe following is a summary of the relevant leases attributable to these properties: ​ ​ ​ ​ ​ ​ ​ ​ ​ Description ​ Location ​ Rentable Square Feet ​ Annualized Base Rent ($000's) (1) Beachside Hospitality Group ​ Anna Maria, FL ​ 10,600 ​ ​ 1,996 Dicks Sporting Goods ​ Victor, NY ​ 120,908 ​ ​ 1,871 Walmart ​ Howell, MI ​ 214,172 ​ ​ 1,369 Bass Pro Shops ​ Hermantown, MN ​ 66,033 ​ ​ 1,364 Lowe's ​ Knoxville, TN ​ 142,092 ​ ​ 1,363 BJ's Wholesale Club ​ Concord, NC ​ 108,532 ​ ​ 1,255 Beachside Hospitality Group ​ Bradenton Beach, FL ​ 22,131 ​ ​ 1,168 At Home ​ Concord, NC ​ 108,338 ​ ​ 947 Lowe's ​ Houston, TX ​ 131,644 ​ ​ 917 Kohl's ​ Chandler, AZ ​ 86,584 ​ ​ 894 Lowe's ​ Logan, WV ​ 114,731 ​ ​ 870 Burlington ​ North Richland Hills, TX ​ 70,891 ​ ​ 859 At Home ​ North Canton, OH ​ 89,902 ​ ​ 801 Lowe's ​ Adrian, MI ​ 101,287 ​ ​ 703 Home Depot (3) ​ Woodridge, IL ​ 110,626 ​ ​ 693 Best Buy ​ Downers Grove, IL ​ 62,860 ​ ​ 684 Beachside Hospitality Group ​ Longboat Key, FL ​ 6,520 ​ ​ 657 At Home ​ Turnersville, NJ ​ 89,460 ​ ​ 641 Live Nation ​ East Troy, WI ​ - (2) ​ ​ 634 Dicks Sporting Goods ​ Downers Grove, IL ​ 38,297 ​ ​ 630 Academy Sports ​ Florence, SC ​ 58,410 ​ ​ 625 Lowe's ​ Fremont, OH ​ 125,357 ​ ​ 603 Dicks Sporting Goods ​ Chesterfield, MI ​ 49,979 ​ ​ 603 Crunch Fitness ​ Buford, GA ​ 24,800 ​ ​ 514 Walgreens ​ Feasterville-Trevose, PA ​ 14,820 ​ ​ 509 Best Buy ​ Lafayette, LA ​ 45,611 ​ ​ 507 AMC ​ Tyngsborough, MA ​ 39,474 ​ ​ 507 Sportsman's Warehouse ​ Morgantown, WV ​ 30,547 ​ ​ 498 Dicks Sporting Goods ​ Vineland, NJ ​ 50,000 ​ ​ 496 Dicks Sporting Goods ​ McDonough, GA ​ 46,315 ​ ​ 495 Party City ​ Oceanside, NY ​ 15,500 ​ ​ 490 Walgreens ​ Blackwood, NJ ​ 14,820 ​ ​ 464 Dicks Sporting Goods ​ Glen Allen, VA ​ 23,635 ​ ​ 458 Old Time Pottery ​ Orange Park, FL ​ 84,180 ​ ​ 439 Walgreens ​ West Hartford, CT ​ 12,805 ​ ​ 430 Walgreens ​ Brick, NJ ​ 14,550 ​ ​ 418 Best Buy ​ Dayton, OH ​ 45,535 ​ ​ 409 CVS ​ Baton Rouge, LA ​ 13,813 ​ ​ 383 HomeGoods ​ Vineland, NJ ​ 30,006 ​ ​ 375 Verizon ​ Vineland, NJ ​ 6,034 ​ ​ 359 Home Depot ​ Vineland, NJ ​ 125,218 ​ ​ 353 Walgreens ​ Decatur, IL ​ 14,820 ​ ​ 353 Best Buy ​ McDonough, GA ​ 30,038 ​ ​ 338 Walgreens ​ Edgewater, MD ​ 14,820 ​ ​ 328 Verizon ​ Turnersville, NJ ​ 6,027 ​ ​ 326 Michaels ​ Vineland, NJ ​ 24,000 ​ ​ 318 Old Time Pottery ​ West Chicago, IL ​ 78,721 ​ ​ 313 Office Depot ​ Albuquerque, NM ​ 30,346 ​ ​ 300 Best Buy ​ Vineland, NJ ​ 20,460 ​ ​ 297 Ashley HomeStore ​ Dayton, OH ​ 33,310 ​ ​ 285 Walgreens ​ Taylorville, IL ​ 14,550 ​ ​ 261 Walgreens ​ Tacoma, WA ​ 14,125 ​ ​ 259 Walgreens ​ Albany, GA ​ 14,770 ​ ​ 258 Walmart ​ Hempstead, TX ​ 52,190 ​ ​ 253 7 Table of Contents Marshalls ​ Vineland, NJ ​ 22,910 ​ ​ 245 Walmart ​ Malden, MO ​ 48,081 ​ ​ 240 Circle K ​ Indianapolis, IN ​ 4,283 ​ ​ 231 Nawabi Hyderabad House ​ Concord, NC ​ 7,480 ​ ​ 229 Walgreens ​ Glen Burnie, MD ​ 14,490 ​ ​ 228 7-Eleven (3) ​ Olathe, KS ​ 4,165 ​ ​ 219 Office Depot ​ Gadsden, AL ​ 23,638 ​ ​ 217 Boot Barn ​ Concord, NC ​ 10,037 ​ ​ 195 Dollar Tree/Family Dollar ​ Lynn, MA ​ 9,228 ​ ​ 176 Mattress Firm ​ Richmond, IN ​ 5,108 ​ ​ 175 Mattress Firm ​ Lake City, FL ​ 4,577 ​ ​ 170 Tractor Supply Company ​ Washington Court, OH ​ 39,984 ​ ​ 159 Advance Auto Parts ​ St.
The 2026 Term Loan Amendment also effectuated the transition of the underlying variable interest rate from LIBOR to SOFR. ​ 5 Table of Contents On October 5, 2022, the Company entered into an amendment which, among other things, amends certain financial covenants and adds a sustainability-linked pricing component consistent with what is contained in the 2022 Amended and Restated Credit Agreement (the “2026 Term Loan Second Amendment”), effective September 30, 2022. ​ 2027 Term Loan.
The 2026 Term Loan Amendment also effectuated the transition of the underlying variable interest rate from LIBOR to SOFR. ​ On October 5, 2022, the Company entered into an amendment which, among other things, amends certain financial covenants and adds a sustainability-linked pricing component consistent with what is contained in the 2022 Amended and Restated Credit Agreement (the “2026 Term Loan Second Amendment”), effective September 30, 2022. ​ 2027 Term Loan.
We would pay our Manager an incentive fee with respect to each annual measurement period in the amount of the greater of (i) $0.00 and (ii) the product of (a) 15% multiplied by (b) the Outperformance Amount multiplied by (c) the weighted average shares. No incentive fee was due for the years ended December 31, 2023, 2022, or 2021.
We would pay our Manager an incentive fee with respect to each annual measurement period in the amount of the greater of (i) $0.00 and (ii) the product of (a) 15% multiplied by (b) the Outperformance Amount multiplied by (c) the weighted average shares. No incentive fee was due for the years ended December 31, 2024, 2023, or 2022.
During a period of prolonged economic weakness or another economic downturn affecting the real estate industry or at other times when we need focused support and assistance from our Manager and the CTO executive officers and other personnel provided to us through our Manager, we may not receive the necessary support and assistance we require or that we would otherwise receive if we were self-managed. ​ Additionally, the ROFO Agreement does contain exceptions to CTO’s exclusivity for opportunities that include only an incidental interest in single-tenant, net leased properties.
During a period of prolonged economic weakness or another economic downturn affecting the real estate industry or at other times when we need focused support and assistance from our Manager and the CTO executive officers and other personnel provided to us through our Manager, we may not receive the necessary support and assistance we require or that we would otherwise receive if we were self-managed. 11 Table of Contents ​ Additionally, the ROFO Agreement does contain exceptions to CTO’s exclusivity for opportunities that include only an incidental interest in single-tenant, net leased properties.
Upon 4 Table of Contents closing, the Company issued 3,220,000 shares and received net proceeds of $54.3 million, after deducting the underwriting discount and expenses. ​ On December 14, 2020, the Company implemented a $100.0 million “at-the-market” equity offering program (the “2020 ATM Program”) pursuant to which the Company may sell, from time to time, shares of the Company’s common stock.
Upon closing, the Company issued 3,220,000 shares and received net proceeds of $54.3 million, after deducting the underwriting discount and expenses. ​ On December 14, 2020, the Company implemented a $100.0 million “at-the-market” equity offering program (the “2020 ATM Program”) pursuant to which the Company may sell, from time to time, shares of the Company’s common stock.
Accordingly, the ROFO Agreement will not prevent CTO from pursuing certain acquisition opportunities that otherwise satisfy our then-current investment criteria. 11 Table of Contents Our directors and executive officers have duties to our company under applicable Maryland law in connection with their management of our company.
Accordingly, the ROFO Agreement will not prevent CTO from pursuing certain acquisition opportunities that otherwise satisfy our then-current investment criteria. Our directors and executive officers have duties to our company under applicable Maryland law in connection with their management of our company.
Generally, our leases require the lessee to comply with environmental law and provide that the lessee will indemnify us for any loss or expense we incur as a result of the lessee’s violation of environmental law or the presence, use or release 14 Table of Contents of hazardous materials on our property attributable to the lessee.
Generally, our leases require the lessee to comply with environmental law and provide that the lessee will indemnify us for any loss or expense we incur as a result of the lessee’s violation of environmental law or the presence, use or release of hazardous materials on our property attributable to the lessee.
Our portfolio consists of 138 net leased properties located in 104 markets in 35 states. The properties in our portfolio are primarily subject to long-term leases, which generally require the tenant to pay directly or reimburse us for property operating expenses such as real estate taxes, insurance, assessments and other governmental fees, utilities, repairs and maintenance and certain capital expenditures.
Our portfolio consists of 134 net leased properties located in 35 states. The properties in our portfolio are primarily subject to long-term leases, which generally require the tenant to pay directly or reimburse us for property operating expenses such as real estate taxes, insurance, assessments and other governmental fees, utilities, repairs and maintenance and certain capital expenditures.
We believe the risk-adjusted returns for retail properties within our portfolio are compelling and offer attractive investment yields, rental rates at or below prevailing market rental rates and an investment basis below replacement cost. ​ We may also acquire or originate commercial loans and investments associated with commercial real estate located in the United States.
We believe the risk-adjusted returns for retail properties within our portfolio are compelling and offer 6 Table of Contents attractive investment yields, rental rates at or below prevailing market rental rates and an investment basis below replacement cost. ​ We may also acquire or originate commercial loans and investments associated with commercial real estate located in the United States.
The presence of contamination, or the failure to properly 13 Table of Contents remediate contamination, on a property may adversely affect the ability of the owner, operator or tenant to sell or rent that property or to borrow using the property as collateral and may adversely impact our investment in that property.
The presence of contamination, or the failure to properly remediate contamination, on a property may adversely affect the ability of the owner, operator or tenant to sell or rent that property or to borrow using the property as collateral and may adversely impact our investment in that property.
On April 14, 2022, the Company entered into the Amendment, Increase and Joinder to the 2027 Term Loan Credit Agreement (the “2027 Term Loan Amendment”), which increased the Term Commitment by $20 million to an aggregate of $100 million.
On April 14, 2022, the Company entered into the Amendment, Increase and Joinder to the 2027 Term Loan Credit Agreement (the “2027 Term Loan 5 Table of Contents Amendment”), which increased the Term Commitment by $20 million to an aggregate of $100 million.
The Company seeks to invest in commercial loans and investments secured by real estate with the same general fundamentals as our net lease property investments. ​ Property Portfolio ​ As of December 31, 2023, the Company owned 138 properties in 35 states.
The Company seeks to invest in commercial loans and investments secured by real estate with the same general fundamentals as our net lease property investments. ​ Property Portfolio ​ As of December 31, 2024, the Company owned 134 properties in 35 states.
The Company was not active under the 2020 ATM Program during the year ended December 31, 2020. The 2020 ATM Program was terminated in advance of implementing the 2022 ATM Program, hereinafter defined.
The Company 4 Table of Contents was not active under the 2020 ATM Program during the year ended December 31, 2020. The 2020 ATM Program was terminated in advance of implementing the 2022 ATM Program, hereinafter defined.
As of December 31, 2023, approximately 50% of our portfolio’s annualized base rent was derived from properties located in MSAs with populations greater than one million people. ​ ● Creditworthy Tenants . 65% of our portfolio’s annualized base rent as of December 31, 2023 was derived from tenants that have (or whose parent company has) an investment grade credit rating from a recognized credit rating agency.
As of December 31, 2024, approximately 55% of our portfolio’s annualized base rent was derived from properties located in MSAs with populations greater than one million people. ​ ● Creditworthy Tenants . 51% of our portfolio’s annualized base rent as of December 31, 2024 was derived from tenants that have (or whose parent company has) an investment grade credit rating from a recognized credit rating agency.
The 138 properties in our portfolio represent 3.8 million gross rentable square feet, are 99% occupied, and are primarily located in, or in close proximity to major metropolitan statistical areas, or MSAs, and in markets in the United States with favorable economic and demographic conditions supporting the underlying businesses of our tenants.
The 134 properties in our portfolio represent 3.9 million gross rentable square feet, are 98% occupied, and are primarily located in, or in close proximity to major metropolitan statistical areas, or MSAs, and in markets in the United States with favorable economic and demographic conditions supporting the underlying businesses of our tenants.
As of December 31, 2023, our investments in commercial loans are all associated with commercial real estate located in the United States, are current and performing, and bear interest at a fixed rate. 9 Table of Contents 2023 Commercial Loans and Investments Portfolio .
As of December 31, 2024 and 2023, our investments in commercial loans were all associated with commercial real estate located in the United States, are current and performing, and bear interest at a fixed rate. 2024 Commercial Loans and Investments Portfolio .
As of December 31, 2023, 13%, 11%, and 11% of the Company’s income property portfolio, based on square footage, was located in the states of Texas, New Jersey, and Michigan, respectively. As of December 31, 2022, 19% of the Company’s income property portfolio, based on square footage, was located in the state of Texas.
As of December 31, 2024, 11% of the Company’s income property portfolio, based on square footage, was located in each of the states of New Jersey and Michigan. As of December 31, 2023, 13%, 11%, and 11% of the Company’s income property portfolio, based on square footage, was located in the states of Texas, New Jersey, and Michigan, respectively.
Federal regulations require building owners and those exercising control over a building’s management to identify and warn, through signs and labels, of potential hazards posed by workplace exposure to installed ACM in their building. The regulations also have employee training, record keeping and due diligence requirements pertaining to ACM. Significant fines can be assessed for violation of these regulations.
Federal regulations require building owners and those exercising control over a building’s management to identify and warn, through signs and labels, of potential hazards posed by workplace exposure to installed ACM in their building. The regulations also have employee training, record keeping and due diligence requirements pertaining to ACM.
During the year ended December 31, 2022, the Company sold 1,479,241 shares under the 2022 ATM Program for gross proceeds of $27.8 million at a weighted average price of $18.81 per share, generating net proceeds of $27.4 million after deducting transaction fees totaling $0.4 million. ​ In the aggregate, under the 2020 ATM Program and 2022 ATM Program, during the year ended December 31, 2022, the Company sold 1,925,408 shares for gross proceeds of $36.5 million at a weighted average price of $18.96 per share, generating net proceeds of $36.0 million after deducting transaction fees totaling $0.5 million. ​ Debt .
As of December 31, 2024, we have $90.4 million of availability under the 2022 ATM Program. ​ In the aggregate, under the 2020 ATM Program and 2022 ATM Program, during the year ended December 31, 2022, the Company sold 1,925,408 shares for gross proceeds of $36.5 million at a weighted average price of $18.96 per share, generating net proceeds of $36.0 million after deducting transaction fees totaling $0.5 million. ​ Debt .
Paul, MN ​ 7,201 ​ ​ 150 Harbor Freight ​ Washington, MO ​ 23,466 ​ ​ 150 Advance Auto Parts ​ Severn, MD ​ 6,876 ​ ​ 148 Red Robin (3) ​ Vineland, NJ ​ 4,575 ​ ​ 141 O'Reilly Auto Parts ​ Angels Camp, CA ​ 7,066 ​ ​ 128 Dollar General ​ Kermit, TX ​ 10,920 ​ ​ 126 Burger King ​ Plymouth, NC ​ 3,142 ​ ​ 125 Harbor Freight ​ Midland, MI ​ 14,624 ​ ​ 124 Tractor Supply Company ​ California, MO ​ 23,042 ​ ​ 123 Mattress Firm ​ Gadsden, AL ​ 7,237 ​ ​ 122 Tractor Supply Company ​ Owensville, MO ​ 38,452 ​ ​ 121 Dollar General ​ Chazy, NY ​ 9,277 ​ ​ 119 Dollar Tree/Family Dollar ​ Auburn, NE ​ 10,577 ​ ​ 118 Dollar General ​ Odessa, TX ​ 9,127 ​ ​ 117 Dollar Tree/Family Dollar ​ McKenney, VA ​ 10,531 ​ ​ 116 Chick-Fil-A (3) ​ Vineland, NJ ​ 4,570 ​ ​ 115 Dollar General ​ Willis, TX ​ 9,138 ​ ​ 114 Dollar Tree/Family Dollar ​ Medicine Lodge, KS ​ 10,566 ​ ​ 114 Dollar Tree/Family Dollar ​ Lake City, AR ​ 10,424 ​ ​ 114 Dollar Tree/Family Dollar ​ Amsterdam, OH ​ 10,500 ​ ​ 113 Dollar General ​ Winthrop, NY ​ 9,167 ​ ​ 113 Dollar Tree/Family Dollar ​ Burlington, KS ​ 10,500 ​ ​ 113 Dollar Tree/Family Dollar ​ Burlington, NC ​ 11,394 ​ ​ 113 Dollar Tree/Family Dollar ​ Caneyville, KY ​ 10,604 ​ ​ 112 Dollar Tree/Family Dollar ​ Caney, KS ​ 10,555 ​ ​ 112 Dollar General ​ Cut and Shoot, TX ​ 9,096 ​ ​ 112 Dollar Tree ​ Sulphur, OK ​ 10,000 ​ ​ 112 Advance Auto Parts ​ Ware, MA ​ 6,889 ​ ​ 112 Family Dollar ​ Tipton, MO ​ 10,557 ​ ​ 111 Pet Supplies Plus ​ North Canton, OH ​ 8,400 ​ ​ 110 Dollar General ​ Milford, ME ​ 9,128 ​ ​ 110 Dollar Tree ​ Demopolis, AL ​ 10,159 ​ ​ 110 Dollar Tree ​ Madill, OK ​ 9,682 ​ ​ 109 Dollar Tree/Family Dollar ​ Superior, NE ​ 10,500 ​ ​ 109 Dollar Tree/Family Dollar ​ Sabetha, KS ​ 10,500 ​ ​ 108 Dollar Tree/Family Dollar ​ Phillipsburg, KS ​ 10,500 ​ ​ 106 Dollar Tree/Family Dollar ​ Van Buren, MO ​ 10,500 ​ ​ 106 Dollar General ​ Salem, NY ​ 9,199 ​ ​ 105 Dollar Tree/Family Dollar ​ Plainville, KS ​ 10,500 ​ ​ 105 Family Dollar ​ McGehee, AR ​ 10,993 ​ ​ 105 Dollar Tree ​ Gladewater, TX ​ 10,111 ​ ​ 105 Dollar Tree ​ Stilwell, OK ​ 9,828 ​ ​ 105 Dollar Tree/Family Dollar ​ Town Creek, AL ​ 10,545 ​ ​ 104 Dollar Tree/Family Dollar ​ Tecumseh, NE ​ 10,644 ​ ​ 104 Dollar Tree/Family Dollar ​ Anthony, KS ​ 10,500 ​ ​ 104 Dollar General ​ Bingham, ME ​ 9,345 ​ ​ 104 8 Table of Contents Dollar General ​ Harrisville, NY ​ 9,309 ​ ​ 104 Dollar Tree/Family Dollar ​ Murfreesboro, AR ​ 10,500 ​ ​ 104 Dollar General ​ Heuvelton, NY ​ 9,342 ​ ​ 104 Firestone ​ Pittsburgh, PA ​ 10,629 ​ ​ 103 Dollar General ​ Barker, NY ​ 9,275 ​ ​ 102 Dollar General ​ Limestone, ME ​ 9,167 ​ ​ 100 Dollar Tree/Family Dollar ​ Anderson, AL ​ 10,607 ​ ​ 99 Dollar General ​ Hammond, NY ​ 9,219 ​ ​ 98 Dollar Tree/Family Dollar ​ Des Arc, AR ​ 10,555 ​ ​ 98 Dollar General ​ Somerville, TX ​ 9,252 ​ ​ 96 Family Dollar ​ Dearing, GA ​ 9,288 ​ ​ 95 Boston Market (3) ​ Turnersville, NJ ​ 2,627 ​ ​ 94 Dollar General ​ Seguin, TX ​ 9,155 ​ ​ 90 Dollar Tree ​ Albuquerque, NM ​ 10,023 ​ ​ 85 Dollar Tree/Family Dollar ​ Lake Village, AR ​ 14,592 ​ ​ 84 Dollar General ​ Newtonsville, OH ​ 9,290 ​ ​ 83 Dollar General ​ Del Rio, TX ​ 9,219 ​ ​ 83 Advance Auto Parts ​ Athens, GA ​ 6,871 ​ ​ 78 Dollar General ​ Warsaw, NY ​ 14,495 ​ ​ 74 O'Reilly Auto Parts ​ Duluth, MN ​ 11,182 ​ ​ 72 Salon Lofts ​ North Canton, OH ​ 4,000 ​ ​ 72 Advance Auto Parts ​ Ludington, MI ​ 6,604 ​ ​ 63 Advance Auto Parts ​ New Baltimore, MI ​ 6,784 ​ ​ 63 Dollar General ​ Perry, NY ​ 9,181 ​ ​ 59 Starbucks ​ Vineland, NJ ​ 1,500 ​ ​ 57 Dollar General ​ Dansville, NY ​ 9,174 ​ ​ 57 Dollar General ​ Ellicottville, NY ​ 9,144 ​ ​ 56 Long John Silvers (3) ​ Tulsa, OK ​ 2,701 ​ ​ 55 Sushi Lovers ​ Vineland, NJ ​ 1,999 ​ ​ 54 AutoZone ​ Winston-Salem, NC ​ 8,008 ​ ​ 42 Philly Pretzel ​ Vineland, NJ ​ 1,505 ​ ​ 40 T-Mobile ​ Vineland, NJ ​ 3,002 ​ ​ 25 Vacant ​ Jackson, MS ​ 1,920 ​ ​ - Vacant ​ Leland, MS ​ 3,343 ​ ​ - Vacant ​ Massillon, OH ​ 1,363 ​ ​ - Vacant ​ Parma, OH ​ 1,884 ​ ​ - Vacant ​ Cadiz, OH ​ 1,292 ​ ​ - Vacant ​ Lorain, OH ​ 900 ​ ​ - Vacant ​ Cleveland, OH ​ 2,554 ​ ​ - Vacant ​ Victor, NY ​ 20,055 ​ ​ - ​ ​ ​ ​ 3,843,264 ​ $ 38,767 (1) Annualized straight-line base rental income in place as of December 31, 2023.
Paul, MN ​ 7,201 ​ ​ 150 Harbor Freight ​ Washington, MO ​ 23,466 ​ ​ 150 Advance Auto Parts ​ Severn, MD ​ 6,876 ​ ​ 148 Red Robin (3) ​ Vineland, NJ ​ 4,575 ​ ​ 141 O'Reilly Auto Parts ​ Angels Camp, CA ​ 7,066 ​ ​ 128 Dollar General ​ Kermit, TX ​ 10,920 ​ ​ 126 Burger King ​ Plymouth, NC ​ 3,142 ​ ​ 125 Carrabba's Italian Grill ​ Concord, NC ​ 6,382 ​ ​ 124 Harbor Freight ​ Midland, MI ​ 14,624 ​ ​ 124 Mattress Firm ​ Gadsden, AL ​ 7,237 ​ ​ 122 Tractor Supply Company ​ Owensville, MO ​ 38,452 ​ ​ 121 Dollar General ​ Chazy, NY ​ 9,277 ​ ​ 119 Dollar Tree/Family Dollar ​ Auburn, NE ​ 10,577 ​ ​ 118 Dollar General ​ Odessa, TX ​ 9,127 ​ ​ 117 Dollar Tree/Family Dollar ​ McKenney, VA ​ 10,531 ​ ​ 116 Dollar General ​ Willis, TX ​ 9,138 ​ ​ 114 Dollar Tree/Family Dollar ​ Medicine Lodge, KS ​ 10,566 ​ ​ 114 Dollar Tree/Family Dollar ​ Lake City, AR ​ 10,424 ​ ​ 114 Dollar Tree/Family Dollar ​ Amsterdam, OH ​ 10,500 ​ ​ 113 Dollar General ​ Winthrop, NY ​ 9,167 ​ ​ 113 Dollar Tree/Family Dollar ​ Burlington, KS ​ 10,500 ​ ​ 113 Dollar Tree/Family Dollar ​ Burlington, NC ​ 11,394 ​ ​ 113 Dollar Tree/Family Dollar ​ Caneyville, KY ​ 10,604 ​ ​ 112 Dollar Tree/Family Dollar ​ Caney, KS ​ 10,555 ​ ​ 112 Dollar General ​ Cut and Shoot, TX ​ 9,096 ​ ​ 112 Dollar Tree/Family Dollar ​ Sulphur, OK ​ 10,000 ​ ​ 112 Advance Auto Parts ​ Ware, MA ​ 6,889 ​ ​ 112 Dollar Tree/Family Dollar ​ Tipton, MO ​ 10,557 ​ ​ 111 Pet Supplies Plus ​ North Canton, OH ​ 8,400 ​ ​ 110 Dollar General ​ Milford, ME ​ 9,128 ​ ​ 110 Dollar Tree/Family Dollar ​ Demopolis, AL ​ 10,159 ​ ​ 110 Dollar Tree/Family Dollar ​ Madill, OK ​ 9,682 ​ ​ 109 Dollar Tree/Family Dollar ​ Superior, NE ​ 10,500 ​ ​ 109 Dollar Tree/Family Dollar ​ Sabetha, KS ​ 10,500 ​ ​ 108 Dollar Tree/Family Dollar ​ Phillipsburg, KS ​ 10,500 ​ ​ 106 Dollar Tree/Family Dollar ​ Van Buren, MO ​ 10,500 ​ ​ 106 Dollar General ​ Salem, NY ​ 9,199 ​ ​ 105 Dollar Tree/Family Dollar ​ Plainville, KS ​ 10,500 ​ ​ 105 Dollar Tree/Family Dollar ​ McGehee, AR ​ 10,993 ​ ​ 105 Dollar Tree/Family Dollar ​ Gladewater, TX ​ 10,111 ​ ​ 105 Dollar Tree/Family Dollar ​ Stilwell, OK ​ 9,828 ​ ​ 105 Dollar Tree/Family Dollar ​ Town Creek, AL ​ 10,545 ​ ​ 104 Dollar Tree/Family Dollar ​ Tecumseh, NE ​ 10,644 ​ ​ 104 Dollar Tree/Family Dollar ​ Anthony, KS ​ 10,500 ​ ​ 104 Dollar General ​ Bingham, ME ​ 9,345 ​ ​ 104 Dollar General ​ Harrisville, NY ​ 9,309 ​ ​ 104 Dollar Tree/Family Dollar ​ Murfreesboro, AR ​ 10,500 ​ ​ 104 Dollar General ​ Heuvelton, NY ​ 9,342 ​ ​ 104 Firestone ​ Pittsburgh, PA ​ 10,629 ​ ​ 103 Dollar General ​ Barker, NY ​ 9,275 ​ ​ 102 Dollar General ​ Limestone, ME ​ 9,167 ​ ​ 100 Dollar Tree/Family Dollar ​ Anderson, AL ​ 10,607 ​ ​ 99 Dollar General ​ Hammond, NY ​ 9,219 ​ ​ 98 Dollar Tree/Family Dollar ​ Des Arc, AR ​ 10,555 ​ ​ 98 Dollar General ​ Somerville, TX ​ 9,252 ​ ​ 96 Dollar Tree/Family Dollar ​ Dearing, GA ​ 9,288 ​ ​ 95 Dollar General ​ Seguin, TX ​ 9,155 ​ ​ 90 Dollar Tree/Family Dollar ​ Albuquerque, NM ​ 10,023 ​ ​ 85 Re-Up ​ Jackson, MS ​ 1,920 ​ ​ 84 Dollar Tree/Family Dollar ​ Lake Village, AR ​ 14,592 ​ ​ 84 Dollar General ​ Newtonsville, OH ​ 9,290 ​ ​ 83 8 Table of Contents Dollar General ​ Del Rio, TX ​ 9,219 ​ ​ 83 Advance Auto Parts ​ Athens, GA ​ 6,871 ​ ​ 78 Re-Up ​ Leland, MS ​ 3,343 ​ ​ 76 Starbucks ​ Vineland, NJ ​ 1,500 ​ ​ 75 Dollar General ​ Warsaw, NY ​ 14,495 ​ ​ 74 O'Reilly Auto Parts ​ Duluth, MN ​ 11,182 ​ ​ 72 Salon Lofts ​ North Canton, OH ​ 4,000 ​ ​ 72 Advance Auto Parts ​ Ludington, MI ​ 6,604 ​ ​ 63 Advance Auto Parts ​ New Baltimore, MI ​ 6,784 ​ ​ 63 Sushi Lovers ​ Vineland, NJ ​ 1,999 ​ ​ 60 Dollar General ​ Perry, NY ​ 9,181 ​ ​ 59 Dollar General ​ Dansville, NY ​ 9,174 ​ ​ 57 Dollar General ​ Ellicottville, NY ​ 9,144 ​ ​ 56 Century Theater Center (4) ​ Reno, NV ​ 52,474 ​ ​ 43 Philly Pretzel ​ Vineland, NJ ​ 1,505 ​ ​ 40 7Brew (3) (5) ​ Orange Park, FL ​ - ​ ​ - Chipotle (5) ​ Turnersville, NJ ​ 2,627 ​ ​ - Bounce Hopper (5) ​ Victor, NY ​ 20,055 ​ ​ - Vacant ​ Cadiz, OH ​ 1,292 ​ ​ - Vacant ​ Lorain, OH ​ 900 ​ ​ - Vacant ​ Vineland, NJ ​ 3,002 ​ ​ - ​ ​ ​ ​ 3,906,526 ​ $ 44,327 (1) Annualized straight-line base rental income in place as of December 31, 2024.
Federal, state and local laws and regulations also govern the removal, encapsulation, disturbance, handling and/or disposal of ACM when those materials are in poor condition or in the event of construction, remodeling, renovation or demolition of a building.
The regulations may affect the value of a building containing ACM in which we have invested. Federal, state and local laws and regulations also govern the removal, encapsulation, disturbance, handling and/or disposal of ACM when those materials are in poor condition or in the event of construction, remodeling, renovation or demolition of a building.
The terms of the ROFO Agreement do not restrict CTO or any of its affiliates from providing financing for a third party’s acquisition of single-tenant, net leased properties or from developing and owning any single-tenant, net leased property. ​ Pursuant to the ROFO Agreement, neither CTO nor any of its affiliates (which for purposes of the ROFO Agreement does not include our company and our subsidiaries) may sell to any third party any single-tenant, net leased property that 10 Table of Contents was owned by CTO or any of its affiliates as of the closing date of the IPO; or that is developed and owned by CTO or any of its affiliates after the closing date of the IPO, without first offering us the right to purchase such property.
During the term of the ROFO Agreement, CTO will not, and will cause each of its affiliates (which for purposes of the ROFO Agreement will not include our company and our subsidiaries) not to, acquire, directly or indirectly, a single-tenant, net leased property, unless CTO has notified us of the opportunity and we have affirmatively rejected the opportunity to acquire the applicable property or properties. 10 Table of Contents The terms of the ROFO Agreement do not restrict CTO or any of its affiliates from providing financing for a third party’s acquisition of single-tenant, net leased properties or from developing and owning any single-tenant, net leased property. ​ Pursuant to the ROFO Agreement, neither CTO nor any of its affiliates (which for purposes of the ROFO Agreement does not include our company and our subsidiaries) may sell to any third party any single-tenant, net leased property that was owned by CTO or any of its affiliates as of the closing date of the IPO; or that is developed and owned by CTO or any of its affiliates after the closing date of the IPO, without first offering us the right to purchase such property.
The 138 properties in our portfolio are 99% occupied and represent 3.8 million of gross rentable square feet with leases that have a weighted average lease term of 7.0 years (weighting based on annualized base rent as of December 31, 2023).
The 134 properties in our income property portfolio are 98% occupied and represent 3.9 million of gross rentable square feet with leases that have a weighted average lease term of 8.7 years (weighting based on annualized base rent as of December 31, 2024).
No individual tenant accounted for more than 10% of lease income from the Company’s income properties during the year ended December 31, 2022. For the year ended December 31, 2023, Walgreens represented 11% of lease income from the Company’s income properties. Wells Fargo represented 12% of lease income from the Company’s income properties for the year ended December 31, 2021.
No individual tenant accounted for more than 10% of lease income from the Company’s income properties during the year ended December 31, 2022. For the years ended December 31, 2024 and 2023, Walgreens represented 11% of lease income from the Company’s income properties.
If applicable, in the event of a split rating between S&P Global Ratings and Moody’s Investors Services, the Company utilizes the higher of the two ratings as its reference point as to whether a tenant has an investment grade credit rating.
If applicable, in the event of a split rating between S&P Global Ratings and Moody’s Investors Services, the Company utilizes the higher of the two ratings as its reference point as to whether a tenant has an investment grade credit rating. ​ ● Geographic Diversity . Our portfolio is spread across 100 markets in 35 states.
The initial term of the Management Agreement will expire on November 26, 2024 and will automatically renew for an unlimited number of successive one-year periods thereafter, unless the agreement is not renewed or is terminated in accordance with its terms.
The Amendment extended the expiration date of the initial term of the Management Agreement from November 26, 2024 to January 31, 2025 and the initial term will automatically renew for an unlimited number of successive one-year periods thereafter, unless the agreement is not renewed or is terminated in accordance with its terms.
Our properties are subject to various laws, ordinances and regulations, including those relating to fire and safety requirements, and affirmative and negative covenants and, in some instances, common area obligations. Our tenants have primary responsibility for compliance with these requirements pursuant to our leases. We believe that each of our properties has the necessary permits and approvals.
REGULATION General. Our properties are subject to various laws, ordinances and regulations, including those relating to fire and safety requirements, and affirmative and negative covenants and, in some instances, common area obligations. Our tenants 12 Table of Contents have primary responsibility for compliance with these requirements pursuant to our leases.
The leases in our portfolio have a weighted average remaining lease term of 7.0 years (weighted based on annualized base rent as of December 31, 2023). ​ In addition to our income property portfolio, as of December 31, 2023, our business included a portfolio of three commercial loan investments secured by real estate. ​ Organization The Company is a Maryland corporation formed on August 19, 2019.
The leases in our portfolio have a weighted average remaining lease term of 8.7 years (weighted based on annualized base rent as of December 31, 2024). ​ 3 Table of Contents In addition to our income property portfolio, as of December 31, 2024, our business included a portfolio of nine commercial loan investments secured by real estate, of which three were acquired pursuant to a sale-leaseback transaction whereby the tenant has a future repurchase right. ​ Organization The Company is a Maryland corporation formed on August 19, 2019.
Furthermore, we believe that the size of our company allows us, for at least the near term, to focus our investment activities on the acquisition of single properties or smaller portfolios of properties that represent a transaction size that most of our publicly-traded net lease REIT peers will not pursue on a consistent basis. 6 Table of Contents Our strategy for investing in income-producing properties is focused on factors including, but not limited to, long-term real estate fundamentals, including those markets experiencing significant economic growth.
Furthermore, we believe that the size of our company allows us, for at least the near term, to focus our investment activities on the acquisition of single properties or smaller portfolios of properties that represent a transaction size that most of our publicly-traded net lease REIT peers will not pursue on a consistent basis.
As a result of these regulations, building owners and those exercising control over a building’s management may be subject to an increased risk of personal injury lawsuits by workers and others exposed to ACM. The regulations may affect the value of a building containing ACM in which we have invested.
Significant 13 Table of Contents fines can be assessed for violation of these regulations. As a result of these regulations, building owners and those exercising control over a building’s management may be subject to an increased risk of personal injury lawsuits by workers and others exposed to ACM.
Our largest property, as measured by annualized base rent, is located in the Rochester, New York MSA. ​ 3 Table of Contents ● 99% Occupied with Primarily Long Duration Leases . Our portfolio is 99% occupied.
Our largest property, as measured by annualized base rent, is located in the Tampa-St. Petersburg, Florida MSA. ​ ● 98% Occupied with Primarily Long Duration Leases . Our portfolio is 98% occupied.
Albright, also serves as an executive officer and director of CTO. AVAILABLE INFORMATION The Company maintains a website at www.alpinereit.com . The Company is providing the address to its website solely for the information of investors. The information on the Company’s website is not a part of, nor is it incorporated by reference into this Annual Report on Form 10-K.
Albright, also serves as an executive officer and director of CTO. 14 Table of Contents AVAILABLE INFORMATION The Company maintains a website at www.alpinereit.com . The Company is providing the address to its website solely for the information of investors.
During the year ended December 31, 2023, the Company invested in three commercial loans with a total funding commitment of $38.6 million. As of December 31, 2023, the Company’s commercial loan investments portfolio included two construction loans and one mortgage note with a total carrying value of $35.1 million.
As of December 31, 2023, the Company’s commercial loan investments portfolio included two construction loans and one mortgage note with a total carrying value of $35.1 million. See Note 4, “Commercial Loans and Investments” in the Notes to the Financial Statements for additional disclosures related to the Company’s commercial loans and investments as of December 31, 2023.
Rentable square feet represents improvements on the property that revert to us at the expiration of the lease. ​ Certain individual tenants in the Company’s portfolio of income properties accounted for more than 10% of lease income from the Company’s income properties during the years ended December 31, 2023 and 2021.
(5) Tenants represent active leases with rent to commence subsequent to December 31, 2024. ​ Certain individual tenants in the Company’s portfolio of income properties accounted for more than 10% of lease income from the Company’s income properties during the years ended December 31, 2024 and 2023.
See Note 18, “Related Party Management Company” in the Notes to the Financial Statements for the Company’s disclosure related to CTO’s purchase of PINE common stock subsequent to the IPO. Capital Markets Equity.
We refer to the IPO, the CTO Private Placement, and the other transactions executed at the time of our listing on the NYSE collectively as the “Formation Transactions.” See Note 19, “Related Party Management Company” in the Notes to the Financial Statements for the Company’s disclosure related to CTO’s purchase of PINE common stock subsequent to the IPO.
See Note 4, “Commercial Loans and Investments” in the Notes to the Financial Statements for additional disclosures related to the Company’s commercial loans and investments as of December 31, 2023. Management Agreement On November 26, 2019, the Operating Partnership and PINE entered into a management agreement with the Manager (the “Management Agreement”).
See Note 4, “Commercial Loans and Investments” in the Notes to the Financial Statements for additional disclosures related to the Company’s commercial loans and investments as of December 31, 2024. ​ 2023 Commercial Loans and Investments Portfolio . During the year ended December 31, 2023, the Company invested in three commercial loans with a total funding commitment of $38.6 million.
The Company sold four of the six properties subsequent to the defeasance, during the year ended December 31, 2022. ​ Market Opportunity ​ We believe the net lease property market has expanded steadily over the last several years, and investor demand for net leased properties has generally remained steady.
The Company sold four of the six properties subsequent to the defeasance, during the year ended December 31, 2022. ​ Market Opportunity ​ We believe that investor demand remains resilient for the net lease industry with the total addressable market continuing to expand through sale-leaseback transactions and new developments.
Each redemption of OP Units will increase our percentage ownership interest in the Operating Partnership and our share of its cash distributions and profits and losses. We are externally managed by our Manager. Concurrently with the closing of the IPO, CTO invested $15.5 million in exchange for 815,790 shares of our common stock.
Each redemption of OP Units will increase our percentage ownership interest in the Operating Partnership and our share of its cash distributions and profits and losses. Capital Markets Equity.
Our wholly owned subsidiary, Alpine Income Property GP, LLC (“PINE GP”), is the sole general partner of the Operating Partnership. As of December 31, 2023, we have a total ownership interest in the Operating Partnership of 91.8%, with CTO holding, directly and indirectly, an 8.2% ownership interest in the Operating Partnership.
As of December 31, 2024, we have a total ownership interest in the Operating Partnership of 92.3%, with CTO holding, directly and indirectly, a 7.7% ownership interest in the Operating Partnership.
We refer to the IPO, the CTO Private Placement (defined below), and the other transactions executed at the time of our listing on the NYSE collectively as the “Formation Transactions.” We conduct the substantial majority of our operations through, and substantially all of our assets are held by, Alpine Income Property OP, LP (the “Operating Partnership”).
We are externally managed by our Manager and conduct the substantial majority of our operations through, and substantially all of our assets are held by, Alpine Income Property OP, LP (the “Operating Partnership”). Our wholly owned subsidiary, Alpine Income Property GP, LLC (“PINE GP”), is the sole general partner of the Operating Partnership.
Removed
Our largest tenant, Walgreens, has a ‘BBB-’ credit rating from S&P Global Ratings and a ‘Ba2’ credit rating from Moody’s Investors Services and contributed 11% of lease income from the Company’s income properties for the year ended December 31, 2023. ​ ● Geographic Diversity . Our portfolio is spread across 104 markets in 35 states.
Added
Concurrently with the closing of the IPO, CTO invested $15.5 million in exchange for 815,790 shares of our common stock (the “CTO Private Placement”).
Removed
During the term of the ROFO Agreement, CTO will not, and will cause each of its affiliates (which for purposes of the ROFO Agreement will not include our company and our subsidiaries) not to, acquire, directly or indirectly, a single-tenant, net leased property, unless CTO has notified us of the opportunity and we have affirmatively rejected the opportunity to acquire the applicable property or properties.
Added
During the year ended December 31, 2024, the Company sold 1,059,271 shares under the 2022 ATM Program for gross proceeds of $19.1 million at a weighted average price of $18.04 per share, generating net proceeds of $18.8 million after deducting transaction fees totaling $0.3 million.
Removed
EMERGING GROWTH COMPANY STATUS We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we are eligible to receive certain specified reduced disclosure and other requirements that are otherwise generally applicable to public companies that are not “emerging growth companies,” including, but not limited to, exclusion from the requirement to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.
Added
During the year ended December 31, 2022, the Company sold 1,479,241 shares under the 2022 ATM Program for gross proceeds of $27.8 million at a weighted average price of $18.81 per share, generating net proceeds of $27.4 million after deducting transaction fees totaling $0.4 million.
Removed
We have irrevocably opted-out of the extended transition period afforded to emerging growth companies in Section 7(a)(2)(B) of the Securities Act for complying with new or revised financial accounting standards.
Added
Our strategy for investing in income-producing properties is focused on factors including, but not limited to, long-term real estate fundamentals, including those markets experiencing significant economic growth.
Removed
As a result, we will comply with new 12 Table of Contents or revised accounting standards on the same time frames as other public companies that are not emerging growth companies.
Added
Rentable square feet represents improvements on the property that revert to us at the expiration of the lease. (4) The Century Theater lease expired on November 30, 2024 and the property was vacant as of December 31, 2024.
Removed
We will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year during which our total annual gross revenue equals or exceeds $1.235 billion (subject to adjustment for inflation), (ii) December 31, 2024 (the last day of the fiscal year following the fifth anniversary of the IPO), (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities, and (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
Added
During the year ended December 31, 2024, the Company invested in three commercial loans with a total funding commitment of $31.1 million. The Company also acquired three single-tenant income properties (“the Tampa Properties”) in the greater Tampa Bay, Florida area for $31.4 million during the year ended December 31, 2024, through a sale-leaseback transaction that includes a tenant repurchase option.
Removed
We are also a “smaller reporting company” as defined in Regulation S-K under the Securities Act and may take advantage of certain of the scaled disclosures available to smaller reporting companies. We may be a smaller reporting company even after we are no longer an “emerging growth company.” REGULATION General.
Added
Due to the existence of the tenant repurchase option, and pursuant to FASB ASC Topic 842, Leases , GAAP requires that the $31.4 million investment be accounted for as a financing arrangement, and accordingly the related assets and corresponding revenue are included in the Company’s commercial loans and investments in the Company’s consolidated balance sheets and consolidated statement of operations.
Added
However, as the Tampa Properties constitute real estate assets for both legal and tax purposes, we have included them in the property portfolio when describing our property portfolio and for purposes of providing statistics related thereto.
Added
Also during the year ended December 31, 2024, the Company sold a $13.6 million A-1 participation interest in the Company’s initial $23.4 million portfolio loan.
Added
As of December 31, 2024, the Company’s commercial loan investments portfolio included five construction loans, one mortgage note, and three properties acquired pursuant to a sale-leaseback transaction whereby the tenant has a future repurchase right, with a total carrying value of 9 Table of Contents $89.6 million.
Added
Management Agreement On November 26, 2019, the Operating Partnership and PINE entered into a management agreement with the Manager (the “Management Agreement”).
Added
On July 18, 2024, the Operating Partnership and PINE entered into an amendment (the “Amendment”) to the Management Agreement with the Manager.
Added
We believe that each of our properties has the necessary permits and approvals. Americans With Disabilities Act.
Added
The information on the Company’s website is not a part of, nor is it incorporated by reference into this Annual Report on Form 10-K.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

87 edited+15 added−22 removed362 unchanged
Biggest changeThe Operating Partnership agreement provides that, in the event of a conflict between the interests of our stockholders on the one hand, and the limited partners of the Operating Partnership on the other hand, the general partner will endeavor in good faith to resolve the conflict in a manner not adverse to either our stockholders or the limited partners, provided however, that so long as we own a controlling interest in the Operating Partnership, any such conflict that the general partner, in its sole and absolute discretion, determines cannot be resolved in a manner not adverse to either our stockholders or the limited partners of the Operating Partnership are resolved in favor of our stockholders, and the general partner will not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the limited partners in connection with such decisions. 38 Table of Contents In addition, to the extent permitted by applicable law, the partnership agreement will provide for the indemnification of the general partner and our officers, directors, employees and any other persons the general partner may designate from and against any and all claims that relate to the operations of the Operating Partnership as set forth in the partnership agreement in which any indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: ● the act or omission of the indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; ● the indemnitee actually received an improper personal benefit in money, property or services; or ● in the case of any criminal proceeding, the indemnitee had reasonable cause to believe that the act or omission was unlawful. ​ Similarly, the general partner of the Operating Partnership and our officers, directors, agents or employees, will not be liable for monetary damages to the Operating Partnership or the limited partners for losses sustained or liabilities incurred as a result of errors in judgment or mistakes of fact or law or of any act or omission so long as any such party acted in good faith.
Biggest changeIn addition, to the extent permitted by applicable law, the partnership agreement will provide for the indemnification of the general partner and our officers, directors, employees and any other persons the general partner may designate from and against any and all claims that relate to the operations of the Operating Partnership as set forth in the partnership agreement in which any indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: ● the act or omission of the indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; ● the indemnitee actually received an improper personal benefit in money, property or services; or ● in the case of any criminal proceeding, the indemnitee had reasonable cause to believe that the act or omission was unlawful. ​ Similarly, the general partner of the Operating Partnership and our officers, directors, agents or employees, will not be liable for monetary damages to the Operating Partnership or the limited partners for losses sustained or liabilities incurred as a result of errors in judgment or mistakes of fact or law or of any act or omission so long as any such party acted in good faith.
While our tenants are and will be obligated by law to 30 Table of Contents comply with the ADA and typically obligated under our leases to cover costs associated with compliance, if required changes involve greater expenditures than anticipated or if the changes must be made on a more accelerated basis than anticipated, the ability of our tenants to cover costs could be adversely affected.
While our tenants are and will be obligated by law to comply with the ADA and typically obligated under our leases to cover costs associated with compliance, if required 30 Table of Contents changes involve greater expenditures than anticipated or if the changes must be made on a more accelerated basis than anticipated, the ability of our tenants to cover costs could be adversely affected.
An epidemic or pandemic could have a material and adverse effect on or cause disruption to our business or financial condition, results of operations, cash flows and the market value and trading price of our securities due to, among other factors: ● A complete or partial closure of, or other operational issues with, our portfolio as a result of government or tenant action; ● Declines in or instability of the economy or financial markets may result in a recession or negatively impact consumer discretionary spending, which could adversely affect retailers and consumers; ● A reduction of economic activity may severely impact our tenants’ business operations, financial condition, liquidity and access to capital resources and may cause one or more of our tenants to be unable to meet their obligations to us in full, or at all, to default on their lease, or to otherwise seek modifications of such obligations; ● The inability to access debt and equity capital on favorable terms, if at all, or a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our access to capital necessary to fund business operations, pursue acquisition and development opportunities, refinance existing debt, reduce our ability to make cash distributions to our stockholders and increase our future interest expense; 48 Table of Contents ● A general decline in business activity and demand for real estate transactions would adversely affect our ability to successfully execute our investment strategies or expand our portfolio; ● A significant reduction in our cash flows could impact our ability to continue paying cash dividends to our stockholders at expected levels or at all; ● The financial impact could negatively affect our future compliance with financial and other covenants of our debt instruments, and the failure to comply with such covenants could result in a default that accelerates the payment of such debt; and ● The potential negative impact on the health of on CTO’s employees or members of the Board or CTO’s board of directors, particularly if a significant number are impacted, or the impact of government actions or restrictions, including stay-at-home orders, restricting access to CTO’s headquarters, could result in a deterioration in our ability to ensure business continuity during a disruption. ​ A prolonged continuation of or repeated temporary business closures, reduced capacity at businesses or other social-distancing practices, and quarantine orders may adversely impact our tenants’ ability to generate sufficient revenues to meet financial obligations, and could force tenants to default on their leases, or result in the bankruptcy of tenants, which would diminish the rental revenue we receive under our leases.
An epidemic or pandemic could have a material and adverse effect on or cause disruption to our business or financial condition, results of operations, cash flows and the market value and trading price of our securities due to, among other factors: ● A complete or partial closure of, or other operational issues with, our portfolio as a result of government or tenant action; ● Declines in or instability of the economy or financial markets may result in a recession or negatively impact consumer discretionary spending, which could adversely affect retailers and consumers; ● A reduction of economic activity may severely impact our tenants’ business operations, financial condition, liquidity and access to capital resources and may cause one or more of our tenants to be unable to meet their obligations to us in full, or at all, to default on their lease, or to otherwise seek modifications of such obligations; ● The inability to access debt and equity capital on favorable terms, if at all, or a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our access to capital necessary to fund business operations, pursue acquisition and development opportunities, refinance existing debt, reduce our ability to make cash distributions to our stockholders and increase our future interest expense; ● A general decline in business activity and demand for real estate transactions would adversely affect our ability to successfully execute our investment strategies or expand our portfolio; ● A significant reduction in our cash flows could impact our ability to continue paying cash dividends to our stockholders at expected levels or at all; ● The financial impact could negatively affect our future compliance with financial and other covenants of our debt instruments, and the failure to comply with such covenants could result in a default that accelerates the payment of such debt; and ● The potential negative impact on the health of on CTO’s employees or members of the Board or CTO’s board of directors, particularly if a significant number are impacted, or the impact of government actions or restrictions, 48 Table of Contents including stay-at-home orders, restricting access to CTO’s headquarters, could result in a deterioration in our ability to ensure business continuity during a disruption. ​ A prolonged continuation of or repeated temporary business closures, reduced capacity at businesses or other social-distancing practices, and quarantine orders may adversely impact our tenants’ ability to generate sufficient revenues to meet financial obligations, and could force tenants to default on their leases, or result in the bankruptcy of tenants, which would diminish the rental revenue we receive under our leases.
Failure to do so may result in delinquency and/or foreclosure. ● We may suffer losses when a borrower defaults on a loan and the value of the underlying collateral is less than the amount due. ● We may experience a decline in the fair value of our real estate assets or investments which could result in impairments and would impact our financial condition and results of operations. ● The costs of compliance with or liabilities related to environmental laws may materially and adversely affect us. ● Our properties may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of remediation. ● Our senior management team is required to operate two publicly traded companies, CTO and our company, which could place a significant strain on our senior management team and the management systems, infrastructure and other resources of CTO on which we rely. ● We have no employees and are entirely dependent upon our Manager for all the services we require, and we cannot assure you that our Manager will allocate the resources necessary to meet our business objectives. ● CTO may be unable to obtain or retain the executive officers and other personnel that it provides to us through our Manager. ● The base management fee payable to our Manager pursuant to the Management Agreement is payable regardless of the performance of our portfolio, which may reduce our Manager’s incentive to devote the time and effort to seeking profitable investment opportunities for us. ● The incentive fee payable to our Manager pursuant to the Management Agreement may cause our Manager to select investments in more risky assets to increase its incentive compensation. ● There are conflicts of interest in our relationships with our Manager, which could result in outcomes that are not in our best interests. ● Termination of the Management Agreement could be difficult and costly, including as a result of payment of termination fees to our Manager, and may cause us to be unable to execute our business plan, which could materially and adversely affect us. ● The Management Agreement with our Manager and the ROFO Agreement with CTO were not negotiated on an arm’s-length basis and may not be as favorable to us as if they had been negotiated with unaffiliated third parties. ● Failure to remain qualified as a REIT would cause us to be taxed as a regular corporation, which would substantially reduce funds available for distributions to our stockholders. ● Even if we remain qualified as a REIT, we may face other tax liabilities that could reduce our cash flows and negatively impact our results of operations and financial condition. ● Failure to make required distributions would subject us to U.S. federal corporate income tax. ● Complying with REIT requirements may limit our ability to hedge our liabilities effectively and may cause us to incur tax liabilities. 16 Table of Contents ● The prohibited transactions tax may limit our ability to dispose of our properties. ● The ability of the Board to revoke our REIT qualification without stockholder approval may cause adverse consequences to our stockholders. ● Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends. ​ Risks Related to Our Income Properties Segment We are subject to risks related to the ownership of commercial real estate that could affect the performance and value of our properties.
Failure to do so may result in delinquency and/or foreclosure. ● We may suffer losses when a borrower defaults on a loan and the value of the underlying collateral is less than the amount due. ● We may experience a decline in the fair value of our real estate assets or investments which could result in impairments and would impact our financial condition and results of operations. ● The costs of compliance with or liabilities related to environmental laws may materially and adversely affect us. ● Our properties may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of remediation. ● Our senior management team is required to operate two publicly traded companies, CTO and our company, which could place a significant strain on our senior management team and the management systems, infrastructure and other resources of CTO on which we rely. ● We have no employees and are entirely dependent upon our Manager for all the services we require, and we cannot assure you that our Manager will allocate the resources necessary to meet our business objectives. ● CTO may be unable to obtain or retain the executive officers and other personnel that it provides to us through our Manager. ● The base management fee payable to our Manager pursuant to the Management Agreement is payable regardless of the performance of our portfolio, which may reduce our Manager’s incentive to devote the time and effort to seeking profitable investment opportunities for us. ● The incentive fee payable to our Manager pursuant to the Management Agreement may cause our Manager to select investments in more risky assets to increase its incentive compensation. ● There are conflicts of interest in our relationships with our Manager, which could result in outcomes that are not in our best interests. ● Termination of the Management Agreement could be difficult and costly, including as a result of payment of termination fees to our Manager, and may cause us to be unable to execute our business plan, which could materially and adversely affect us. ● The Management Agreement with our Manager and the ROFO Agreement with CTO were not negotiated on an arm’s-length basis and may not be as favorable to us as if they had been negotiated with unaffiliated third parties. ● Failure to remain qualified as a REIT would cause us to be taxed as a regular corporation, which would substantially reduce funds available for distributions to our stockholders. ● Even if we remain qualified as a REIT, we may face other tax liabilities that could reduce our cash flows and negatively impact our results of operations and financial condition. ● Failure to make required distributions would subject us to U.S. federal corporate income tax. ● Complying with REIT requirements may limit our ability to hedge our liabilities effectively and may cause us to incur tax liabilities. ● The prohibited transactions tax may limit our ability to dispose of our properties. ● The ability of the Board to revoke our REIT qualification without stockholder approval may cause adverse consequences to our stockholders. ● Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends. ​ Risks Related to Our Income Properties Segment We are subject to risks related to the ownership of commercial real estate that could affect the performance and value of our properties.
Accordingly, our performance is subject to risks incident to the ownership of commercial real estate, including: ● inability to collect rents from tenants due to financial hardship, including bankruptcy; ● changes in local real estate conditions in the markets where our properties are located, including the availability and demand for the properties we own; ● changes in consumer trends and preferences that affect the demand for products and services offered by our tenants; ● adverse changes in national, regional and local economic conditions; ● inability to lease or sell properties upon expiration or termination of existing leases; ● environmental risks, including the presence of hazardous or toxic substances on our properties; ● the subjectivity of real estate valuations and changes in such valuations over time; ● illiquidity of real estate investments, which may limit our ability to modify our portfolio promptly in response to changes in economic or other conditions; ● zoning or other local regulatory restrictions, or other factors pertaining to the local government institutions which inhibit interest in the markets in which our properties are located; ● changes in interest rates and the availability of financing; ● competition from other real estate companies similar to ours and competition for tenants, including competition based on rental rates, age and location of properties and the quality of maintenance, insurance and management services; ● acts of God, including natural disasters and global pandemics, such as the COVID-19 Pandemic, which impact the United States, which may result in uninsured losses; ● acts of war or terrorism, including consequences of terrorist attacks; ● changes in tenant preferences that reduce the attractiveness and marketability of our properties to tenants or cause decreases in market rental rates; ● costs associated with the need to periodically repair, renovate or re-lease our properties; ● increases in the cost of our operations, particularly maintenance, insurance or real estate taxes which may occur even when circumstances such as market factors and competition cause a reduction in our revenues; ● changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances including in response to global pandemics whereby our tenants’ businesses are forced to close or remain open on a limited basis only; and ● commodities prices.
Accordingly, our performance is subject to risks incident to the ownership of commercial real estate, including: 16 Table of Contents ● inability to collect rents from tenants due to financial hardship, including bankruptcy; ● changes in local real estate conditions in the markets where our properties are located, including the availability and demand for the properties we own; ● changes in consumer trends and preferences that affect the demand for products and services offered by our tenants; ● adverse changes in national, regional and local economic conditions; ● inability to lease or sell properties upon expiration or termination of existing leases; ● environmental risks, including the presence of hazardous or toxic substances on our properties; ● the subjectivity of real estate valuations and changes in such valuations over time; ● illiquidity of real estate investments, which may limit our ability to modify our portfolio promptly in response to changes in economic or other conditions; ● zoning or other local regulatory restrictions, or other factors pertaining to the local government institutions which inhibit interest in the markets in which our properties are located; ● changes in interest rates and the availability of financing; ● competition from other real estate companies similar to ours and competition for tenants, including competition based on rental rates, age and location of properties and the quality of maintenance, insurance and management services; ● acts of God, including natural disasters and global pandemics, such as the COVID-19 Pandemic, which impact the United States, which may result in uninsured losses; ● acts of war or terrorism, including consequences of terrorist attacks; ● changes in tenant preferences that reduce the attractiveness and marketability of our properties to tenants or cause decreases in market rental rates; ● costs associated with the need to periodically repair, renovate or re-lease our properties; ● increases in the cost of our operations, particularly maintenance, insurance or real estate taxes which may occur even when circumstances such as market factors and competition cause a reduction in our revenues; ● changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances including in response to global pandemics whereby our tenants’ businesses are forced to close or remain open on a limited basis only; and ● commodities prices.
If our evaluation of an unrated or non-investment grade tenant’s creditworthiness is inaccurate, the default or bankruptcy risk related to the tenant may be greater than anticipated. In the event that any of our unrated tenants were to experience financial weakness or file for bankruptcy, it could have a material adverse effect on us.
If our evaluation of an unrated or non-investment grade tenant’s creditworthiness is inaccurate, the default or bankruptcy risk related to the tenant may be greater than anticipated. In the event that any of our unrated tenants were to experience financial weakness or file for bankruptcy protection, it could have a material adverse effect on us.
These factors include, but are likely not limited to, the following: ​ ● our financial condition and operating performance and the financial condition or performance of other similar companies; ● actual or anticipated differences in our quarterly or annual operating results than expected; ● changes in our revenues, Funds From Operations (“FFO”), Adjusted Funds From Operations (“AFFO”), or earnings estimates or recommendations by securities analysts; ● publication of research reports about us or the real estate industry generally; ● increases in market interest rates, which may lead investors to demand a higher distribution yield for shares of our common stock, and could result in increased interest expense on our debt; ● adverse market reaction to any increased indebtedness we incur in the future; ● actual or anticipated changes in our and our tenants’ businesses or prospects, including as a result of the impact of a global pandemic, such as the COVID-19 Pandemic; ● the current state of the credit and capital markets, and our ability and the ability of our tenants to obtain financing on favorable terms; ● conflicts of interest with CTO and its affiliates, including our Manager; ● the termination of our Manager or additions and departures of key personnel of our Manager; ● increased competition in our markets; ● strategic decisions by us or our competitors, such as acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business or growth strategies; ● the passage of legislation or other regulatory developments that adversely affect us or our industry; ● adverse speculation in the press or investment community; ● actions by institutional stockholders; ● the extent of investor interest in our securities; ● the general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate-based companies; ● investor confidence in the stock and bond markets, generally; ● changes in tax laws; ● equity issuances by us (including the issuances of OP Units), or common stock resales by our stockholders, or the perception that such issuances or resales may occur; ● volume of average daily trading and the amount of our common stock available to be traded; ● changes in accounting principles; ● failure to maintain our qualification as a REIT; ● failure to comply with the rules of the NYSE or maintain the listing of our common stock on the NYSE; ● terrorist acts, natural or man-made disasters, including global pandemics impacting the United States, or threatened or actual armed conflicts; and ● general market and local, regional and national economic conditions, including factors unrelated to our operating performance and prospects. ​ No assurance can be given that the market price of our common stock will not fluctuate or decline significantly in the future or that holders of shares of our common stock will be able to sell their shares when desired on favorable terms, or at all.
These factors include, but are likely not limited to, the following: ​ ● our financial condition and operating performance and the financial condition or performance of other similar companies; 44 Table of Contents ● actual or anticipated differences in our quarterly or annual operating results as compared to expected results; ● changes in our revenues, Funds From Operations (“FFO”), Adjusted Funds From Operations (“AFFO”), or earnings estimates or recommendations by securities analysts; ● publication of research reports about us or the real estate industry generally; ● increases in market interest rates, which may lead investors to demand a higher distribution yield for shares of our common stock, and could result in increased interest expense on our debt; ● adverse market reaction to any increased indebtedness we incur in the future; ● actual or anticipated changes in our and our tenants’ businesses or prospects, including as a result of the impact of a global pandemic, such as the COVID-19 Pandemic; ● the current state of the credit and capital markets, and our ability and the ability of our tenants to obtain financing on favorable terms; ● conflicts of interest with CTO and its affiliates, including our Manager; ● the termination of our Manager or additions and departures of key personnel of our Manager; ● increased competition in our markets; ● strategic decisions by us or our competitors, such as acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business or growth strategies; ● the passage of legislation or other regulatory developments that adversely affect us or our industry; ● adverse speculation in the press or investment community; ● actions by institutional stockholders; ● the extent of investor interest in our securities; ● the general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate-based companies; ● investor confidence in the stock and bond markets, generally; ● changes in tax laws; ● equity issuances by us (including the issuances of OP Units), or common stock resales by our stockholders, or the perception that such issuances or resales may occur; ● volume of average daily trading and the amount of our common stock available to be traded; ● changes in accounting principles; ● failure to maintain our qualification as a REIT; ● failure to comply with the rules of the NYSE or maintain the listing of our common stock on the NYSE; ● terrorist acts, natural or man-made disasters, including global pandemics impacting the United States, or threatened or actual armed conflicts; and ● general market and local, regional and national economic conditions, including factors unrelated to our operating performance and prospects. ​ No assurance can be given that the market price of our common stock will not fluctuate or decline significantly in the future or that holders of shares of our common stock will be able to sell their shares when desired on favorable terms, or at all.
There are no restrictions in our charter or bylaws that limit the amount or percentage of indebtedness that we may incur nor restrict the form in which our indebtedness will be incurred (including recourse or non-recourse debt or cross-collateralized debt). ​ A substantial level of indebtedness in the future could have adverse consequences for our business and otherwise materially and adversely affect us because it could, among other things: ​ ● require us to dedicate a substantial portion of our cash flow from operations to make principal and interest payments on our indebtedness, thereby reducing our cash flow available to fund working capital, capital expenditures and other general corporate purposes, including to pay dividends on our common stock as currently contemplated or necessary to satisfy the requirements for qualification as a REIT; ● increase our vulnerability to general adverse economic and industry conditions and limit our flexibility in planning for, or reacting to, changes in our business and our industry; ● limit our ability to borrow additional funds or refinance indebtedness on favorable terms or at all to expand our business or ease liquidity constraints; and ● place us at a competitive disadvantage relative to competitors that have less indebtedness. ​ The agreements governing our indebtedness place restrictions on us and our subsidiaries, reducing our operational flexibility and creating risks associated with default and noncompliance.
There are no restrictions in our charter or bylaws that limit the amount or percentage of indebtedness that we may incur nor restrict the form in which our indebtedness will be incurred (including recourse or non-recourse debt or cross-collateralized debt). ​ A substantial level of indebtedness in the future could have adverse consequences for our business and otherwise materially and adversely affect us because it could, among other things: ​ ● require us to dedicate a substantial portion of our cash flow from operations to make principal and interest payments on our indebtedness, thereby reducing our cash flow available to fund working capital, capital expenditures and other general corporate purposes, including to pay dividends on our common stock as currently contemplated or necessary to satisfy the requirements for qualification as a REIT; ● increase our vulnerability to general adverse economic and industry conditions and limit our flexibility in planning for, or reacting to, changes in our business and our industry; ● limit our ability to borrow additional funds or refinance indebtedness on favorable terms or at all to expand our business or ease liquidity constraints; and ● place us at a competitive disadvantage relative to competitors that have less indebtedness. ​ ​ 35 Table of Contents The agreements governing our indebtedness place restrictions on us and our subsidiaries, reducing our operational flexibility and creating risks associated with default and noncompliance.
Therefore, the financial failure of, or default in payment by, a tenant under its lease is likely to cause a significant or complete reduction in our rental revenue from that property and possibly a reduction in the value of the property. We may also experience difficulty or a significant delay in re-leasing or selling such property.
Therefore, the financial failure of, or default in payment by, a tenant under its lease is likely to cause a significant reduction or complete cessation of our rental revenue from that property and possibly a reduction in the value of the property. We may also experience difficulty or a significant delay in re-leasing or selling such property.
These policies may be amended or revised at any time and from time to time at the discretion of the board of directors without notice to or a vote of our stockholders. This could result in us conducting operational matters, making investments or pursuing different business or growth strategies than those contemplated.
These policies may be amended or revised at any time and from time to time at the discretion of the Board without notice to or a vote of our stockholders. This could result in us conducting operational matters, making investments or pursuing different business or growth strategies than those contemplated.
Our business is dependent upon our tenants successfully operating their businesses, and their failure to do so could materially and adversely affect us. Most of our properties are occupied by a single tenant. Therefore, the success of our investments in these properties is materially dependent upon the performance of each property’s respective tenants.
Our business is dependent upon our tenants successfully operating their businesses, and their failure to do so could materially and adversely affect us. Most of our income properties are occupied by a single tenant. Therefore, the success of our investments in these properties is materially dependent upon the performance of each property’s respective tenants.
The impairment charge of $2.9 million is equal to the estimated sales prices for these seven convenience store properties (as set forth in executed letters of intent at the time the impairment was estimated), less the book value of the assets as of December 31, 2023, less estimated costs to sell.
The impairment charge of $2.9 million was equal to the estimated sales prices for these seven convenience store properties (as set forth in executed letters of intent at the time the impairment was estimated), less the book value of the assets as of December 31, 2023, less estimated costs to sell.
In the event that a tenant that occupies a significant number of our properties or whose lease payments represent a significant portion of our rental revenue, were to experience financial difficulty or file for bankruptcy, it could have a material adverse effect on us.
In the event that a tenant that occupies a significant number of our properties or whose lease payments represent a significant portion of our rental revenue, were to experience financial difficulty or file for bankruptcy protection, it could have a material adverse effect on us.
When a tenant files for bankruptcy or becomes insolvent, federal law may prohibit us from evicting such tenant based solely upon such bankruptcy or insolvency. In addition, a bankrupt or insolvent tenant may be authorized to reject and terminate its lease or leases with us.
When a tenant files for bankruptcy protection or becomes insolvent, federal law may prohibit us from evicting such tenant based solely upon such bankruptcy or insolvency. In addition, a bankrupt or insolvent tenant may be authorized to reject and terminate its lease or leases with us.
Risks Related to Our Organization and Structure We are a holding company with no direct operations, and we will rely on funds received from the Operating Partnership to pay our obligations and make distributions to our stockholders. We are a holding company and will conduct substantially all of our operations through the Operating Partnership.
Risks Related to Our Organization and Structure We are a holding company with no direct operations, and we rely on funds received from the Operating Partnership to pay our obligations and make distributions to our stockholders. We are a holding company and conduct substantially all of our operations through the Operating Partnership.
Our access to third-party sources of capital depends, in part, on: ● general market conditions; ● the market’s perception of our growth potential; 34 Table of Contents ● our current debt levels; ● our current and expected future earnings; ● our cash flow and cash distributions; and ● the market price per share of our common stock. ​ If we cannot obtain capital from third-party sources, we may not be able to acquire or develop properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT, which would materially and adversely affect us. ​ Our organizational documents have no limitation on the amount of additional indebtedness that we may incur in the future.
Our access to third-party sources of capital depends, in part, on: ● general market conditions; ● the market’s perception of our growth potential; ● our current debt levels; ● our current and expected future earnings; ● our cash flow and cash distributions; and ● the market price per share of our common stock. ​ If we cannot obtain capital from third-party sources, we may not be able to acquire or develop properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT, which would materially and adversely affect us. ​ Our organizational documents have no limitation on the amount of additional indebtedness that we may incur in the future.
A prolonged period of economic weakness, another downturn in the U.S. economy or accelerated dislocation of these industries due to the impact of e-commerce, could cause consumers to reduce their discretionary spending in general or spending at these locations in particular, which could have a material and adverse effect on us. ​ 21 Table of Contents The vacancy of one or more of our properties could result in us having to incur significant capital expenditures to re-tenant the space. ​ The loss of a tenant, either through lease expiration or tenant bankruptcy or insolvency, may require us to spend significant amounts of capital to renovate the property before it is suitable for a new tenant and cause us to incur significant costs to source new tenants.
A prolonged period of economic weakness, another downturn in the U.S. economy or accelerated dislocation of these industries due to the impact of e-commerce, could cause consumers to reduce their discretionary spending in general or spending at these locations in particular, which could have a material and adverse effect on us. ​ The vacancy of one or more of our properties could result in us having to incur significant capital expenditures to re-tenant the space. ​ The loss of a tenant, either through lease expiration or tenant bankruptcy or insolvency, may require us to spend significant amounts of capital to renovate the property before it is suitable for a new tenant and cause us to incur significant costs to source new tenants.
Our charter also provides that any attempt to own or transfer shares of our common stock or preferred stock (if and when issued) in excess of the stock ownership limits without the consent of the Board or in a manner that would cause us to be “closely held” under Section 856(h) of the Code (without regard to whether the shares are held during the last half of a taxable year) will result in the shares being automatically transferred to a trustee for a charitable trust or, if the transfer 37 Table of Contents to the charitable trust is not automatically effective to prevent a violation of the share ownership limits or the restrictions on ownership and transfer of our shares, any such transfer of our shares will be null and void.
Our charter also provides that any attempt to own or transfer shares of our common stock or preferred stock (if and when issued) in excess of the stock ownership limits without the consent of the Board or in a manner that would cause us to be “closely held” under Section 856(h) of the Code (without regard to whether the shares are held during the last half of a taxable year) will result in the shares being automatically transferred to a trustee for a charitable trust or, if the transfer to the charitable trust is not automatically effective to prevent a violation of the share ownership limits or the restrictions on ownership and transfer of our shares, any such transfer of our shares will be null and void.
In addition, any distributions will be authorized at the sole discretion of the Board, and their form, timing and amount, if any, will depend upon a number of factors, including our actual and projected results of operations, FFO, AFFO, liquidity, cash flows and financial condition, the revenue we actually receive from our properties, our operating expenses, our debt service requirements, our capital expenditures, prohibitions and other limitations under our financing arrangements, our REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as the Board deems relevant.
In addition, any distributions will be authorized at the sole discretion of the Board, and their form, timing and amount, if any, will depend upon a number of factors, including our actual and 45 Table of Contents projected results of operations, FFO, AFFO, liquidity, cash flows and financial condition, the revenue we actually receive from our properties, our operating expenses, our debt service requirements, our capital expenditures, prohibitions and other limitations under our financing arrangements, our REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as the Board deems relevant.
If a borrower defaults on our loan or on debt senior to our loan, or a borrower files for bankruptcy, our loan will be satisfied only after the senior debt receives payment.
If a borrower defaults on our loan or on debt senior to our loan, or a borrower files for bankruptcy protection, our loan will be satisfied only after the senior debt receives payment.
We may experience a decline in the fair value of our real estate assets which could result in impairments and would impact our financial condition and results of operations. ​ A decline in the fair market value of our long-lived assets may require us to recognize an impairment against such assets (as defined by Financial Accounting Standards Board, or the FASB, authoritative accounting guidance) if certain conditions or circumstances related to an asset were to change and we were to determine that, with respect to any such asset, that the cash flows no longer support the carrying value of the asset.
We may experience a decline in the fair value of our real estate assets which could result in impairments and would impact our financial condition and results of operations. ​ 18 Table of Contents A decline in the fair market value of our long-lived assets may require us to recognize an impairment against such assets (as defined by Financial Accounting Standards Board, or the FASB, authoritative accounting guidance) if certain conditions or circumstances related to an asset were to change and we were to determine that, with respect to any such asset, that the cash flows no longer support the carrying value of the asset.
Under the terms of the Management Agreement, our Manager, its officers, members and personnel, any person controlling or controlled by our Manager and any person providing sub-advisory services to our Manager will not be liable to us, any subsidiary of ours, our directors, our stockholders or any subsidiary’s stockholders or partners for acts or omissions performed in accordance with and pursuant to the Management Agreement, except those resulting from acts constituting gross negligence, willful misconduct, bad faith or reckless disregard of our Manager’s duties under the Management Agreement.
Under the terms of the Management Agreement, our Manager, its officers, members and personnel, any person controlling or controlled by our Manager and any person providing sub-advisory services to our Manager will not be liable to us, any subsidiary of ours, our directors, our stockholders or any subsidiary’s stockholders or partners for acts or omissions performed in accordance 33 Table of Contents with and pursuant to the Management Agreement, except those resulting from acts constituting gross negligence, willful misconduct, bad faith or reckless disregard of our Manager’s duties under the Management Agreement.
If we fail to qualify as a REIT in any taxable year, we will face serious tax consequences that will substantially reduce the funds available for distributions to our stockholders because: ● we would not be allowed a deduction for dividends paid to stockholders in computing our taxable income and would be subject to U.S. federal income tax at regular corporate rates (currently 21%); ● we could be subject to increased state and local taxes; and ● unless we are entitled to relief under certain U.S. federal income tax laws, we could not re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT. ​ 40 Table of Contents In addition, if we fail to remain qualified as a REIT, we will no longer be required to make distributions.
If we fail to qualify as a REIT in any taxable year, we will face serious tax consequences that will substantially reduce the funds available for distributions to our stockholders because: ● we would not be allowed a deduction for dividends paid to stockholders in computing our taxable income and would be subject to U.S. federal income tax at regular corporate rates (currently 21%); ● we could be subject to increased state and local taxes; and ● unless we are entitled to relief under certain U.S. federal income tax laws, we could not re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT. ​ In addition, if we fail to remain qualified as a REIT, we will no longer be required to make distributions.
Under current Maryland law, our present and former directors and executive officers will not have any liability to us or our stockholders for money damages other than liability resulting from (i) actual receipt of an improper benefit or profit in money, property or services or (ii) active and deliberate dishonesty by the director or executive officer that was established by a final judgment and is material to the cause of action.
Under current Maryland law, our present and former directors and executive officers will not have any liability to us or our stockholders for money damages other than liability resulting from (i) actual receipt of an improper benefit or profit in money, property or services or (ii) active and deliberate dishonesty by the director or executive officer that was established by a final judgment and is material to the 38 Table of Contents cause of action.
Leases with unrated or non-investment grade rated tenants may be subject to a greater risk of default. ● The decrease in demand for retail space may materially and adversely affect us. 15 Table of Contents ● We may be unable to renew leases, lease vacant space or re-lease space as leases expire on favorable terms or at all. ● The tenants that occupy our properties compete in industries that depend upon discretionary spending by consumers.
Leases with unrated or non-investment grade rated tenants may be subject to a greater risk of default. ● The decrease in demand for retail space may materially and adversely affect us. ● We may be unable to renew leases, lease vacant space or re-lease space as leases expire on favorable terms or at all. ● The tenants that occupy our properties compete in industries that depend upon discretionary spending by consumers.
If we were unable to repay 35 Table of Contents or refinance the accelerated debt, our lenders could proceed against any assets pledged to secure that debt, including foreclosing on or requiring the sale of any properties securing that debt, and the proceeds from the sale of these properties may not be sufficient to repay such debt in full. ​ Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in any property subject to mortgage debt.
If we were unable to repay or refinance the accelerated debt, our lenders could proceed against any assets pledged to secure that debt, including foreclosing on or requiring the sale of any properties securing that debt, and the proceeds from the sale of these properties may not be sufficient to repay such debt in full. ​ Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in any property subject to mortgage debt.
Our portfolio includes substantial holdings in Texas, New Jersey, and Michigan as of December 31, 2023 (based on square footage). Our geographic concentrations could adversely affect our operating performance if conditions become less favorable in any of the states or markets within such states in which we have a concentration of properties.
Our portfolio includes substantial holdings in New Jersey and Michigan as of December 31, 2024 (based on square footage). Our geographic concentrations could adversely affect our operating performance if conditions become less favorable in any of the states or markets within such states in which we have a concentration of properties.
Furthermore, if our borrowing 25 Table of Contents costs are rising while our interest income is fixed for the fixed-rate investments, the spread between our borrowing costs and the fixed-rate we earn on the commercial loans or similar financing investments will contract or could become negative which would adversely impact our financial condition, results of operations, and cash flows.
Furthermore, if our borrowing costs are rising while our interest income is fixed for the fixed-rate investments, the spread between our borrowing costs and the fixed-rate we earn on the commercial loans or similar financing investments will contract or could become negative which would adversely impact our financial condition, results of operations, and cash flows.
If we acquire a property from CTO or one of its affiliates or sell a property to CTO or one of its affiliates, the purchase price we pay to CTO or one of its affiliates or the purchase 32 Table of Contents price paid to us by CTO or one of its affiliates may be higher or lower, respectively, than the purchase price that would have been paid to or by us if the transaction were the result of arm’s length negotiations with an unaffiliated third party.
If we acquire a property from CTO or one of its affiliates or sell a property to CTO or one of its affiliates, the purchase price we pay to CTO or one of its affiliates or the purchase price paid to us by CTO or one of its affiliates may be higher or lower, respectively, than the purchase price that would have been paid to or by us if the transaction were the result of arm’s length negotiations with an unaffiliated third party.
We will not have, apart from an interest in the Operating Partnership, any independent operations. As a result, we will rely on distributions from the Operating Partnership to make any distributions we declare on shares of our common stock.
We do not have, apart from an interest in the Operating Partnership, any independent operations. As a result, we rely on distributions from the Operating Partnership to make any distributions we declare on shares of our common stock.
This type of litigation could result in substantial costs and divert our management’s attention and resources. ​ 45 Table of Contents There can be no assurance that we will be able to make or maintain cash distributions, and certain agreements relating to our indebtedness may, under certain circumstances, limit or eliminate our ability to make distributions to our common stockholders.
This type of litigation could result in substantial costs and divert our management’s attention and resources. ​ There can be no assurance that we will be able to make or maintain cash distributions, and certain agreements relating to our indebtedness may, under certain circumstances, limit or eliminate our ability to make distributions to our common stockholders.
In addition, validating third party pricing for illiquid assets may be more subjective than more 23 Table of Contents liquid assets. As a result, if we are required to quickly liquidate all or a portion of our portfolio, we may realize significantly less than the value at which we have previously recorded our assets.
In addition, validating third party pricing for illiquid assets may be more subjective than more liquid assets. As a result, if we are required to quickly liquidate all or a portion of our portfolio, we may realize significantly less than the value at which we have previously recorded our assets.
The credit risks include, but are not 24 Table of Contents limited to, the ability of the borrower to execute their business plan and strategy, the ability of the borrower to sustain and/or improve the operating results generated by the collateral property, the ability of the borrower to continue as a going concern, and the risk associated with the market or industry in which the collateral property is utilized.
The credit risks include, but are not limited to, the ability of the borrower to execute their business plan and strategy, the ability of the borrower to sustain and/or improve the operating results generated by the collateral property, the ability of the borrower to continue as a going concern, and the risk associated with the market or industry in which the collateral property is utilized.
As a result of any of the above factors or events, the losses we may suffer could adversely impact our financial condition, results of operations and cash flows. ​ We could fail to continue to qualify as a REIT if the IRS successfully challenges our treatment of any mezzanine loans in which we invest.
As a result of any of the above factors or events, the losses we may suffer could adversely impact our financial condition, results of operations and cash flows. ​ 26 Table of Contents We could fail to continue to qualify as a REIT if the IRS successfully challenges our treatment of any mezzanine loans in which we invest.
Attribution rules in the Code determine if any individual or entity beneficially or constructively 43 Table of Contents owns our shares of capital stock under this requirement. Additionally, at least 100 persons must beneficially own our shares of capital stock during at least 335 days of each taxable year other than our initial REIT taxable year.
Attribution rules in the Code determine if any individual or entity beneficially or constructively owns our shares of capital stock under this requirement. Additionally, at least 100 persons must beneficially own our shares of capital stock during at least 335 days of each taxable year other than our initial REIT taxable year.
We may not be able to dispose of properties we target for sale to recycle our capital. ​ Although we may seek to selectively sell properties to recycle our capital, we may be unable to sell properties targeted for disposition due to adverse market or other conditions, or not achieve the pricing or timing that is consistent with our expectations.
We may not be able to dispose of properties we target for sale to recycle our capital. ​ 23 Table of Contents Although we may seek to selectively sell properties to recycle our capital, we may be unable to sell properties targeted for disposition due to adverse market or other conditions, or not achieve the pricing or timing that is consistent with our expectations.
Therefore, shares of our common stock that we issue in the future, directly or through convertible or exchangeable securities (including OP Units), warrants or options, will dilute the holdings of our then-existing common 46 Table of Contents stockholders and such issuances or the perception of such issuances may reduce the market price of our common stock.
Therefore, shares of our common stock that we issue in the future, directly or through convertible or exchangeable securities (including OP Units), warrants or options, will dilute the holdings of our then-existing common stockholders and such issuances or the perception of such issuances may reduce the market price of our common stock.
These actions could have the effect of reducing our income and amounts available for distribution to our stockholders. ​ 41 Table of Contents The relative lack of experience of our Manager in operating under the constraints imposed on us as a REIT may hinder the achievement of our investment objectives.
These actions could have the effect of reducing our income and amounts available for distribution to our stockholders. The relative lack of experience of our Manager in operating under the constraints imposed on us as a REIT may hinder the achievement of our investment objectives.
Our Manager selects and manages the acquisition of properties that meet our investment criteria; administers the collection of rents, monitors lease compliance by our tenants and deals with vacancies and re-letting of our properties; coordinates the sale of our properties; provides financial and regulatory reporting services; communicates with our stockholders, causes us to pay distributions to our stockholders and arranges for transfer agent services; and provides all of our other administrative services.
Our Manager selects and manages the acquisition and origination of properties and commercial loan investments that meet our investment criteria; administers the collection of rents, monitors lease compliance by our tenants and deals with vacancies and re-letting of our properties; coordinates the sale of our properties; provides financial and regulatory reporting services; communicates with our stockholders, causes us to pay distributions to our stockholders and arranges for transfer agent services; and provides all of our other administrative services.
A reduction in the willingness or ability of consumers to use their discretionary income in the businesses of our tenants and potential tenants could adversely impact our tenants’ business and thereby adversely impact our ability to collect rents and reduce the demand for leasing our properties. ● The vacancy of one or more of our properties could result in us having to incur significant capital expenditures to re-tenant the space. ● We may be unable to identify suitable property acquisitions or developments, which may impede our growth, and our future acquisitions and developments may not yield the returns we expect. ● We face significant competition for tenants, which may adversely impact the occupancy levels of our portfolio or prevent increases of the rental rates of our properties. ● A part of our investment strategy is focused on investing in commercial loans and investments which may involve credit risk or repayment risk. ● We may invest in fixed-rate loan investments, and an increase in market interest rates may adversely affect the value of these investments, which could adversely impact our financial condition, results of operations and cash flows. ● The commercial loans or similar financings we may acquire that are secured by commercial real estate typically depend on the ability of the property owner to generate income from operating the property.
A reduction in the willingness or ability of consumers to use their discretionary income in the businesses of our tenants and potential tenants could adversely impact our tenants’ and potential tenants’ businesses and thereby adversely impact our ability to collect rents and reduce the demand for leasing our properties. ● The vacancy of one or more of our properties could result in us having to incur significant capital expenditures to re-tenant the space. ● We may be unable to identify suitable property acquisitions or developments, which may impede our growth, and our future acquisitions and developments may not yield the returns we expect. ● We face significant competition for tenants, which may adversely impact the occupancy levels of our portfolio or prevent increases of the rental rates of our properties. ● A part of our investment strategy is focused on investing in commercial loans and investments which may involve credit risk or repayment risk. ● Our origination or acquisition of construction loans exposes us to an increased risk of loss. 15 Table of Contents ● We may invest in fixed-rate loan investments, and an increase in market interest rates may adversely affect the value of these investments, which could adversely impact our financial condition, results of operations and cash flows. ● The commercial loans or similar financings we may acquire that are secured by commercial real estate typically depend on the ability of the property owner to generate income from operating the property.
This as well as other restrictions on transferability and ownership will not apply, however, if the Board determines in good faith that it is no longer in our best interests to continue to qualify as a REIT. Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
This as well as other restrictions on transferability and ownership will not apply, however, if the Board determines in good faith that it is no longer in our best interests to continue to qualify as a REIT. ​ 43 Table of Contents Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could materially and adversely impact us, expose us to increased risks that would be uninsured and materially and adversely impact our ability to attract directors and officers.
Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which 47 Table of Contents could materially and adversely impact us, expose us to increased risks that would be uninsured and materially and adversely impact our ability to attract directors and officers.
The financial performance of any one of our tenants is dependent on the tenant’s individual business, its industry and, in many instances, the performance of a larger business network that the tenant may be affiliated with or operate under.
The financial performance 17 Table of Contents of any one of our tenants is dependent on the tenant’s individual business, its industry and, in many instances, the performance of a larger business network that the tenant may be affiliated with or operate under.
Our hedging arrangements could reduce, but may not eliminate, the impact of rising interest rates, and they could expose us to the risk that other parties to our hedging arrangements will not perform or that the agreements relating to our hedges may not be enforceable.
Our hedging arrangements could reduce, but may not 36 Table of Contents eliminate, the impact of rising interest rates, and they could expose us to the risk that other parties to our hedging arrangements will not perform or that the agreements relating to our hedges may not be enforceable.
Leases with unrated or non-investment grade rated tenants may be subject to a greater risk of default. ​ As of December 31, 2023, 35% of our tenants or parent entities thereof (based on annualized straight-line base rent) were not rated or did not have an investment grade credit rating from a recognized rating agency.
Leases with unrated or non-investment grade rated tenants may be subject to a greater risk of default. ​ As of December 31, 2024, 49% of our tenants or parent entities thereof (based on annualized straight-line base rent) were not rated or did not have an investment grade credit rating from a recognized rating agency.
Accordingly, our success is largely dependent upon the expertise and services of the executive officers and other personnel of CTO provided to us through our Manager. CTO may be unable to obtain or retain the executive officers and other personnel that it provides to us through our Manager.
Accordingly, our success is largely dependent upon the expertise and services of the executive officers and other personnel of CTO provided to us through our Manager. ​ 31 Table of Contents CTO may be unable to obtain or retain the executive officers and other personnel that it provides to us through our Manager.
Should any such cyber incidents or similar events occur, our assets, particularly cash, could be lost and, as a result, our ability to execute our business and pursue our investment and growth strategy could be impaired, thereby materially and adversely affecting us. ​ 47 Table of Contents We may become subject to litigation, which could materially and adversely affect us.
Should any such cyber incidents or similar events occur, our assets, particularly cash, could be lost and, as a result, our ability to execute our business and pursue our investment and growth strategy could be impaired, thereby materially and adversely affecting us. We may become subject to litigation, which could materially and adversely affect us.
Because these properties have been designed or physically modified for a particular tenant, if the current lease is terminated or not renewed, we may be required to renovate the property at substantial costs, decrease the rent we charge or provide other concessions in order to lease the property to another tenant.
Because these properties have been designed or physically modified for a particular tenant, if the current lease is terminated or not renewed, we may be required to renovate 21 Table of Contents the property at substantial costs, decrease the rent we charge or provide other concessions in order to lease the property to another tenant.
These provisions include, among others: ● redemption rights of qualifying parties; ● transfer restrictions on OP Units; ● our ability, as general partner, in some cases, to amend the partnership agreement and to cause the Operating Partnership to issue units with terms that could delay, defer or prevent a merger or other change of control of us or the Operating Partnership without the consent of the limited partners; and ● the right of the limited partners to consent to transfers of the general partnership interest and mergers or other transactions involving us under specified circumstances. ​ The partnership agreement of the Operating Partnership and Delaware law also contain other provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.
These provisions include, among others: ● redemption rights of qualifying parties; ● transfer restrictions on OP Units; ● our ability, as general partner, in some cases, to amend the partnership agreement and to cause the Operating Partnership to issue units with terms that could delay, defer or prevent a merger or other change of control of us or the Operating Partnership without the consent of the limited partners; and ● the right of the limited partners to consent to transfers of the general partnership interest and mergers or other transactions involving us under specified circumstances. ​ The partnership agreement of the Operating Partnership and Delaware law also contain other provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest. 37 Table of Contents Our charter contains stock ownership limits, which may delay, defer or prevent a change of control.
Adverse changes or developments in U.S., global or 17 Table of Contents regional economic conditions may impact our tenants’ financial condition, which may adversely impact their ability to make rental payments to us pursuant to the leases they have with us and may also impact their current or future leasing practices.
Adverse changes or developments in U.S., global or regional economic conditions may impact our tenants’ financial condition, which may adversely impact their ability to make rental payments to us pursuant to the leases they have with us and may also impact their current or future leasing practices.
Our success depends to a significant degree upon the executive officers and other personnel of CTO that it provides to us through our Manager. In particular, we rely on the services of John P. Albright, President and Chief Executive Officer of our company and CTO and a member of the board of directors of our company and CTO; Matthew M.
Our success depends to a significant degree upon the executive officers and other personnel of CTO that it provides to us through our Manager. In particular, we rely on the services of John P. Albright, President and Chief Executive Officer of our company and CTO and a member of the board of directors of our company and CTO; Philip R.
The decrease in demand for retail space may materially and adversely affect us. ​ As of December 31, 2023, 100% of leases based on annualized straight-line base rent were with tenants operating retail businesses. In the future, we intend to acquire additional properties leased to a single tenant operating a retail business at the property.
The decrease in demand for retail space may materially and adversely affect us. ​ 19 Table of Contents As of December 31, 2024, 100% of leases based on annualized straight-line base rent were with tenants operating retail businesses. In the future, we intend to acquire additional properties leased to a single tenant operating a retail business at the property.
In addition, distributions to stockholders would no longer qualify for the dividends paid deduction, and we would no longer be required to make distributions. If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable tax.
In addition, distributions to stockholders would no longer qualify for the dividends 41 Table of Contents paid deduction, and we would no longer be required to make distributions. If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable tax.
The shares of our common stock that we sold in the IPO may be resold immediately in the public market unless they are held by “affiliates,” as that term is defined in Rule 144 under the Securities Act.
The shares of our common stock that we have sold in the IPO and subsequent public offerings may be resold immediately in the public market unless they are held by “affiliates,” as that term is defined in Rule 144 under the Securities Act.
Any such decline may result in our tenant failing to make rental payments when due, declining to extend a lease upon its expiration, delaying occupancy of our property or the commencement of the lease or becoming insolvent or declaring bankruptcy.
Any such decline may result in our tenant failing to make rental payments when due, declining to extend a lease upon its expiration, delaying occupancy of our property or the commencement of the lease or becoming insolvent or filing for bankruptcy protection.
Leases with non-investment grade or unrated tenants may be subject to a greater risk of default. Unrated tenants or non-investment grade 19 Table of Contents tenants may also be more likely to experience financial weakness or file for bankruptcy than tenants with investment grade credit ratings.
Leases with non-investment grade or unrated tenants may be subject to a greater risk of default. Unrated tenants or non-investment grade tenants may also be more likely to experience financial weakness or file for bankruptcy protection than tenants with investment grade credit ratings.
Our Manager continually evaluates investment opportunities for us, but our ability to acquire or develop new properties on favorable terms and successfully operate them may be constrained by the following significant risks: ​ ● we face competition from commercial developers and other real estate investors with significant capital, including REITs and institutional investment funds, which may be able to accept more risk than we can prudently manage, including risks associated with paying higher acquisition prices; ● we face competition from other potential acquirers which may significantly increase the purchase price for a property we acquire, which could reduce our growth prospects; ● we may incur significant costs and divert management attention in connection with evaluating and negotiating potential acquisitions and developments, including ones that we are unable to complete; ● we may acquire properties that are not accretive to our results of operations upon acquisition, and we may be unsuccessful in managing and leasing such properties in accordance with our expectations; ● our cash flow from an acquired or developed property may be insufficient to meet our required principal and interest payments with respect to debt used to finance the acquisition or development of such property; ● we may discover unexpected issues, such as unknown liabilities, during our due diligence investigation of a potential acquisition or other customary closing conditions may not be satisfied, causing us to abandon an investment opportunity after incurring expenses related thereto; ● we may fail to obtain financing for an acquisition or new property development on favorable terms or at all; ● we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties; ● market conditions may result in higher than expected vacancy rates and lower than expected rental rates; and ● we may acquire properties subject to (i) liabilities without any recourse, or with only limited recourse, with respect to unknown liabilities such as liabilities for clean-up of undisclosed environmental contamination not revealed in Phase I environmental site assessments or otherwise through due diligence, (ii) claims by tenants, vendors or other persons dealing with the former owners of the properties, (iii) liabilities incurred in the ordinary course of business, and (iv) claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties. ​ If any of these risks are realized, we may be materially and adversely affected. ​ 22 Table of Contents We may be unable to complete acquisitions of properties owned by CTO that are covered by the ROFO Agreement, and any completed acquisitions of such properties may not yield the returns we expect. ​ Although the ROFO Agreement provides us with a right of first offer with respect to certain single-tenant, net leased properties owned by CTO, there can be no assurance that CTO will elect to sell these properties in the future.
Our Manager continually evaluates investment opportunities for us, but our ability to acquire or develop new properties on favorable terms and successfully operate them may be constrained by the following significant risks: ​ ● we face competition from commercial developers and other real estate investors with significant capital, including REITs and institutional investment funds, which may be able to accept more risk than we can prudently manage, including risks associated with paying higher acquisition prices; ● we face competition from other potential acquirers which may significantly increase the purchase price for a property we acquire, which could reduce our growth prospects; ● we may incur significant costs and divert management attention in connection with evaluating and negotiating potential acquisitions and developments, including ones that we are unable to complete; ● we may acquire properties that are not accretive to our results of operations upon acquisition, and we may be unsuccessful in managing and leasing such properties in accordance with our expectations; ● our cash flow from an acquired or developed property may be insufficient to meet our required principal and interest payments with respect to debt used to finance the acquisition or development of such property; ● we may discover unexpected issues, such as unknown liabilities, during our due diligence investigation of a potential acquisition or other customary closing conditions may not be satisfied, causing us to abandon an investment opportunity after incurring expenses related thereto; ● we may fail to obtain financing for an acquisition or new property development on favorable terms or at all; ● we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties; ● market conditions may result in higher than expected vacancy rates and lower than expected rental rates; and ● we may acquire properties subject to (i) liabilities without any recourse, or with only limited recourse, with respect to unknown liabilities such as liabilities for clean-up of undisclosed environmental contamination not revealed in Phase I environmental site assessments or otherwise through due diligence, (ii) claims by tenants, vendors or other persons dealing with the former owners of the properties, (iii) liabilities incurred in the ordinary course of business, and (iv) claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties. ​ If any of these risks are realized, we may be materially and adversely affected.
All of our executive officers are executive officers and employees of CTO and one of our executive officers (John P. Albright) is also a member of the board of directors of our company and the board of directors of CTO.
All of our executive officers are executive officers and employees of CTO and one of our 32 Table of Contents executive officers (John P. Albright) is also a member of the board of directors of our company and the board of directors of CTO.
Although such acquisitions or dispositions could present conflicts of interest, we nonetheless may pursue and consummate such transactions. Additionally, we may engage in transactions directly with CTO, our Manager or their affiliates.
Although such acquisitions or dispositions could present conflicts of interest, we nonetheless may pursue and consummate such transactions. Additionally, we have in the past and may in the future engage in transactions directly with CTO, our Manager or their affiliates.
Partridge, Senior Vice President, Chief Financial Officer and Treasurer of our company and CTO; Steven R. Greathouse, Senior Vice President and Chief Investment Officer of our company and CTO; and Daniel E. Smith, Senior Vice President, General Counsel and Corporate Secretary of our company and CTO.
Mays, Senior Vice President, Chief Financial Officer and Treasurer of our company and CTO; Steven R. Greathouse, Senior Vice President and Chief Investment Officer of our company and CTO; Daniel E. Smith, Senior Vice President, General Counsel and Corporate Secretary of our company and CTO; and Lisa M.
In addition, any claim we have for unpaid past rent, if any, may not be paid in full. We may also be unable to re-lease a property in which the in-place lease was not terminated or rejected or to re-lease it on comparable or more favorable terms.
In addition, any claim we have for unpaid past rent, if any, may not be paid in full. We may also be unable to re-lease a property in which the in-place lease was not terminated or rejected or to re-lease it on comparable or more favorable terms. As a result, tenant bankruptcies or insolvencies may materially and adversely affect us.
Consequently, there can be no assurance that the IRS will not challenge our treatment of such loans as qualifying real estate assets, which could adversely affect our ability to continue to qualify as a REIT.
Consequently, there can be no assurance that the IRS will not challenge our treatment of such loans as qualifying real estate assets, which could adversely affect our ability to continue to qualify as a REIT. We may be subject to risks associated with commercial real estate loan participations.
Economic conditions are generally cyclical, and developments that discourage consumer spending, such as increasing unemployment, wage stagnation, decreases in the value of real estate, inflation or increasing interest rates, could adversely affect our tenants, impair their ability to meet their lease obligations to us and materially and adversely affect us. 18 Table of Contents Properties occupied by a single tenant pursuant to a single lease subject us to significant risk of tenant default. ​ Most of our properties are occupied by a single tenant.
Economic conditions are generally cyclical, and developments that discourage consumer spending, such as increasing unemployment, wage stagnation, decreases in the value of real estate, inflation or increasing interest rates, could adversely affect our tenants, impair their ability to meet their lease obligations to us and materially and adversely affect us.
In the event we underestimate the performance of the borrower and/or the underlying real estate which secures our commercial loan or financing, we may experience losses or unanticipated costs regarding our investment and our financial condition, results of operations, and cash flows may be adversely impacted.
In the event we underestimate the performance of the borrower and/or the underlying real estate which secures our commercial loan or financing, we may experience losses or unanticipated costs regarding our investment and our financial condition, results of operations, and cash flows may be adversely impacted. 24 Table of Contents Our commercial loans and investments segment is also generally exposed to risks associated with real estate investments.
Although the Board has no such intention at the present time, it could establish a class or series of preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.
Although the Board has no such intention at the present time, it could establish a class or series of preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest. 39 Table of Contents The Operating Partnership has in the past and may in the future issue additional OP Units without the consent of our stockholders, which could have a dilutive effect on our stockholders.
As a result, tenant bankruptcies or insolvencies may materially and adversely affect us. 20 Table of Contents During the three months ended March 31, 2023, one of our tenants under three separate master leases filed for bankruptcy protection and ultimately liquidation, resulting in the termination of such master leases, which covered seven convenience store properties.
During the three months ended March 31, 2023, one of our tenants under three separate master leases filed for bankruptcy protection and ultimately liquidation, resulting in the termination of such master leases, which covered seven convenience store properties.
However, for as long as we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act.
However, for so long as we are a smaller reporting company that is a non-accelerated filer, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act.
If a U.S. stockholder sells the common stock that it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our common stock at the time of the sale.
If a U.S. stockholder sells the common stock that it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our common stock at the time of the sale. 42 Table of Contents Furthermore, with respect to certain non-U.S. stockholders, we may be required to withhold U.S. federal income tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in common stock.
Commercial loans are secured by commercial property and are subject to risks of delinquency and foreclosure and therefore risk of loss. The ability of a borrower to repay a loan secured by an income-producing property typically is dependent primarily upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower.
The ability of a borrower to repay a loan secured by an income-producing property typically is dependent primarily upon the successful operation of such property rather than upon the existence of independent income 25 Table of Contents or assets of the borrower.
As a result, we could experience unfavorable operating results or incur losses for which our Manager would not be liable. 33 Table of Contents Termination of the Management Agreement could be difficult and costly, including as a result of payment of termination fees to our Manager, and may cause us to be unable to execute our business plan, which could materially and adversely affect us.
Termination of the Management Agreement could be difficult and costly, including as a result of payment of termination fees to our Manager, and may cause us to be unable to execute our business plan, which could materially and adversely affect us.
We are an “emerging growth company” and a “smaller reporting company,” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make shares of our common stock less attractive to investors. We are an “emerging growth company” as defined in the JOBS Act.
We are a “smaller reporting company,” as defined in Regulation S-K under the Securities Act and may benefit from certain of the scaled disclosures available to smaller reporting companies. We cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors.
In addition, because we are a holding company, your claims as stockholders are structurally subordinated to all existing and future creditors and preferred equity holders of the Operating Partnership and its subsidiaries.
We also rely on distributions from the Operating Partnership to meet our obligations, including any tax liability on taxable income allocated to us from the Operating Partnership. In addition, because we are a holding company, your claims as stockholders are structurally subordinated to all existing and future creditors and preferred equity holders of the Operating Partnership and its subsidiaries.
In addition to these executive officers, we also rely on other personnel of CTO that are provided to us through our Manager. We cannot guarantee that all, or any particular one of these 31 Table of Contents executive officers and other personnel of CTO provided to us through our Manager, will remain affiliated with CTO, our Manager and us.
We cannot guarantee that all, or any particular one of these executive officers and other personnel of CTO provided to us through our Manager, will remain affiliated with CTO, our Manager and us. We do not separately maintain key person life insurance on any person.
Sales of substantial amounts of our common stock in the public markets or the perception that they might occur, could reduce the price of our common stock and may dilute the voting power of our then-existing common stockholders and such common stockholders’ ownership interest in us.
Thus, holders of shares of our common stock bear the risk that our future issuances of debt or equity securities or our incurrence of other borrowings may materially and adversely affect the market price of shares of our common stock and dilute their ownership in us. ​ 46 Table of Contents Sales of substantial amounts of our common stock in the public markets or the perception that they might occur, could reduce the price of our common stock and may dilute the voting power of our then-existing common stockholders and such common stockholders’ ownership interest in us.
In addition, under partnership audit procedures, the Operating Partnership and any other partnership that we may form or acquire may be liable at the entity level for tax imposed under those procedures. Further, any taxable REIT subsidiaries (“TRSs”) that we may form in the future will be subject to regular corporate U.S. federal, state and local taxes.
In addition, under partnership audit procedures, the Operating Partnership and any other partnership that we may form or acquire may be liable at the entity level for tax imposed under those procedures.
Bankruptcy and borrower litigation can significantly increase collection costs and the time needed for us to acquire title to the underlying collateral (if applicable), during which time the collateral and/or a borrower’s financial condition may decline in value, causing us to suffer additional losses. 26 Table of Contents If the value of collateral underlying a loan declines, or interest rates increase during the term of a loan, a borrower may not be able to obtain the necessary funds to repay our loan at maturity through refinancing because the underlying property revenue cannot satisfy the debt service coverage requirements necessary to obtain new financing.
If the value of collateral underlying a loan declines, or interest rates increase during the term of a loan, a borrower may not be able to obtain the necessary funds to repay our loan at maturity through refinancing because the underlying property revenue cannot satisfy the debt service coverage requirements necessary to obtain new financing.
Consequently, we may choose not to engage in certain sales of our properties or may conduct such sales through any TRS that we may form, which would be subject to U.S. federal corporate income tax. 42 Table of Contents We may pay taxable dividends in our common stock and cash, in which case stockholders may sell shares of our common stock to pay tax on such dividends, placing downward pressure on the market price of our common stock.
Consequently, we may choose not to engage in certain sales of our properties or may conduct such sales through any TRS that we may form, which would be subject to U.S. federal corporate income tax.
As of December 31, 2023, we owned 91.8% of the OP Units issued by the Operating Partnership. However, in connection with our future acquisition activities or otherwise, we may issue additional OP Units to third parties.
As of December 31, 2024, we owned 92.3% of the OP Units issued by the Operating Partnership. However, in connection with our future acquisition activities or otherwise, we may issue additional OP Units to third parties. Such issuances would reduce our ownership in the Operating Partnership. Certain provisions of Maryland law could inhibit changes in control of our company.
We face significant competition for tenants, which may adversely impact the occupancy levels of our portfolio or prevent increases of the rental rates of our properties. ​ We compete with numerous developers, owners and operators of net leased properties, many of which are much larger and own properties similar to ours in the same markets in which our properties are located.
Further, even if we are able to acquire properties covered by the ROFO Agreement, there is no guarantee that such properties will be able to maintain their historical performance, or that we will be able to realize the same returns from those properties as CTO. 22 Table of Contents We face significant competition for tenants, which may adversely impact the occupancy levels of our portfolio or prevent increases of the rental rates of our properties. ​ We compete with numerous developers, owners and operators of net leased properties, many of which are much larger and own properties similar to ours in the same markets in which our properties are located.
Risks Related to Our Financing Activities Our growth depends on external sources of capital, including debt financings, that are outside of our control and may not be available to us on commercially reasonable terms or at all.
Further, we may choose not to enforce, or to enforce less vigorously, our rights under the Management Agreement and the ROFO Agreement because of our desire to maintain our ongoing relationships with our Manager and CTO. ​ 34 Table of Contents Risks Related to Our Financing Activities Our growth depends on external sources of capital, including debt financings, that are outside of our control and may not be available to us on commercially reasonable terms or at all.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThese members of CTO’s management team, together with the MSP, will monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents and will report such threats and incidents to the Audit Committee when appropriate. ​ CTO’s President and Chief Executive Officer, Senior Vice President, Chief Financial Officer and Treasurer, and Senior Vice President, General Counsel and Corporate Secretary each hold degrees in their respective fields, and have an average of over 20 years of experience managing risks at CTO, the Company and similar companies, including risks arising from cybersecurity threats. ​ Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected and are not reasonably likely to affect the Company, including its business strategy, results of operations or financial condition. ​
Biggest changeThese members of CTO’s management team, together with the MSP, monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents and will report such threats and incidents to the Audit Committee when appropriate. ​ CTO’s Senior Vice President, Chief Financial Officer and Treasurer, Senior Vice President, General Counsel and Corporate Secretary, and Senior Vice President, Chief Accounting Officer each hold degrees in their respective fields, and have approximately 20 years or more of experience managing risks at CTO, the Company and similar companies, including risks arising from cybersecurity threats. ​ Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected and are not reasonably likely to affect the Company, including its business strategy, results of operations or financial condition. ​
Consequently, the Company also relies on the processes for assessing, identifying, and managing material risks from cybersecurity threats undertaken by CTO. All of the Company’s executive officers are executive officers and employees of CTO, and one of the Company’s officers (John P.
Consequently, the Company also relies on the processes for assessing, identifying, and managing material risks from cybersecurity threats undertaken by CTO. All of the Company’s executive officers are executive officers and employees of CTO, and one of the Company’s officers (John P.
Cybersecurity—Governance,” the Board’s oversight of cybersecurity risk management will be supported by the Audit Committee, which regularly interacts with the Company’s management team. ● Collaborative Approach: CTO has implemented a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management, the Audit Committee, and the Board in a timely manner. ● Technical Safeguards: CTO and the MSP deploy technical safeguards that are designed to protect information systems from cybersecurity threats, including firewalls, intrusion prevention systems, endpoint detection and response systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. ● Incident Response and Recovery Planning: CTO and the MSP have established a written information security incident response plan that addresses the response to a cybersecurity incident, which plan will be tested and evaluated on a regular basis. ● Third-Party Risk Management: CTO and the MSP maintain a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of CTO’s systems, as well as the systems of third parties that could adversely impact the Company’s business in the event of a cybersecurity incident affecting those third-party systems. ● Education and Awareness: CTO, through the MSP, provides regular training for personnel regarding cybersecurity threats as a means to equip personnel with effective tools to address cybersecurity threats, and to communicate evolving information security policies, standards, processes and practices. ​ CTO and the MSP will engage in the periodic assessment and testing of CTO’s policies, standards, processes and practices that are designed to address cybersecurity threats and incidents.
Cybersecurity—Governance,” the Board’s oversight of cybersecurity risk management is supported by the Audit Committee, which regularly interacts with the Company’s management team. ● Collaborative Approach: CTO has implemented a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management, the Audit Committee, and the Board in a timely manner. ● Technical Safeguards: CTO and the MSP deploy technical safeguards that are designed to protect information systems from cybersecurity threats, including firewalls, intrusion prevention systems, endpoint detection and response systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. ● Incident Response and Recovery Planning: CTO and the MSP have established a written information security incident response plan that addresses the response to a cybersecurity incident, which plan is tested and evaluated on a regular basis. ● Third-Party Risk Management: CTO and the MSP maintain a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties , including vendors, service providers and other external users of CTO’s systems, as well as the systems of third parties that could adversely impact the Company’s business in the event of a cybersecurity incident affecting those third-party systems. ● Education and Awareness: CTO, through the MSP, provides regular training for personnel regarding cybersecurity threats as a means to equip personnel with effective tools to address cybersecurity threats, and to communicate evolving information security policies, standards, processes and practices. ​ CTO and the MSP engage in the periodic assessment and testing of CTO’s policies, standards, processes and practices that are designed to address cybersecurity threats and incidents.
These efforts will include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of CTO’s cybersecurity measures and planning. The MSP regularly assesses CTO’s cybersecurity measures, including information security maturity, and regularly reviews CTO’s information security control environment and operating effectiveness.
These efforts include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of CTO’s cybersecurity measures and planning. The MSP regularly assesses CTO’s cybersecurity measures, including information security maturity, and regularly reviews CTO’s information security control environment and operating effectiveness.
Albright) is also a member of CTO’s board of directors. ​ CTO’s President and Chief Executive Officer, Senior Vice President, Chief Financial Officer and Treasurer, and Senior Vice President, General Counsel and Corporate Secretary work collaboratively with the MSP to implement a program designed to protect CTO’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with written information security incident response plans adopted by CTO and the Company.
Albright) is also a member of CTO’s board of directors. ​ CTO’s Senior Vice President, Chief Financial Officer and Treasurer, Senior Vice President, General Counsel and Corporate Secretary, and Senior Vice President, Chief Accounting Officer work collaboratively with the MSP to implement a program designed to protect CTO’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with written information security incident response plans adopted by CTO and the Company.
The results of such assessments, audits and reviews will be reported to the Audit Committee and the Board, and CTO will adjust its cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments, audits and reviews. ​ Governance ​ The Board, in coordination with the Audit Committee, will oversee the Company’s cybersecurity risk management process.
The results of such assessments, audits and reviews will be reported to the Audit Committee and the Board, and CTO will adjust its cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments, audits and reviews. ​ Governance ​ The Board, in coordination with the Audit Committee, oversees the Company’s cybersecurity risk management process.
The charter of the Audit Committee also provides that the Audit Committee may receive additional training in cybersecurity and data privacy matters to enable its oversight of such risks and that the Audit Committee will regularly report to the Board the substance of such reviews and discussions and, as necessary, recommend to the Board such actions as the Audit Committee deems appropriate. ​ As noted above, the Company relies on CTO’s information systems and the MSP in connection with the Company’s day-to-day operations.
The charter of the Audit Committee also provides that the Audit Committee may receive additional training in cybersecurity and data privacy matters to enable its oversight of such risks and that the Audit Committee will regularly 50 Table of Contents report to the Board the substance of such reviews and discussions and, as necessary, recommend to the Board such actions as the Audit Committee deems appropriate. ​ As noted above, the Company relies on CTO’s information systems and the MSP in connection with the Company’s day-to-day operations.
The Audit Committee has adopted a charter that provides that the Audit Committee must review and discuss with the Company’s management team the Company’s privacy and cybersecurity risk exposures, including: ​ ● the potential impact of those exposures on the Company’s business, financial results, operations and reputation; 50 Table of Contents ● the steps management has taken to monitor and mitigate such exposures; ● the Company’s information governance policies and programs; and ● major legislative and regulatory developments that could materially impact the Company’s privacy and cybersecurity risk exposure.
The Audit Committee has adopted a charter that provides that the Audit Committee must review and discuss with the Company’s management team the Company’s privacy and cybersecurity risk exposures, including: ​ ● the potential impact of those exposures on the Company’s business, financial results, operations and reputation; ● the steps management has taken to monitor and mitigate such exposures; ● the Company’s information governance policies and programs; and ● major legislative and regulatory developments that could materially impact the Company’s privacy and cybersecurity risk exposure.
The Company has adopted a written information security incident response plan, which, as discussed below, is overseen by the Audit Committee of the Board (the “Audit Committee”). ​ Risk Management and Strategy ​ The Company’s cybersecurity program is focused on the following key areas: ​ ● Governance: As discussed in more detail under “Item 1C.
The Company has adopted a written information security incident response plan, which, as discussed below, is overseen by the Audit Committee of the Board (the “Audit Committee”). ​ 49 Table of Contents Risk Management and Strategy ​ The Company’s cybersecurity program is focused on the following key areas: ​ ● Governance: As discussed in more detail under “Item 1C.
Albright) is also a member of CTO’s board of directors. ​ 49 Table of Contents CTO’s cybersecurity processes and practices are integrated into CTO’s risk management and oversight program.
Albright) is also a member of CTO’s board of directors. ​ CTO’s cybersecurity processes and practices are integrated into CTO’s risk management and oversight program.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES Our principal offices are located at 369 N. New York Avenue., Suite 201, Winter Park, Florida 32789. Our telephone number is (407) 904-3324. As of December 31, 2023, the Company owns 138 net leased retail buildings located in 35 states (refer to Item 1. “Business”). ​
Biggest changeITEM 2. PROPERTIES Our principal offices are located at 369 N. New York Avenue, Suite 201, Winter Park, Florida 32789. Our telephone number is (407) 904-3324. As of December 31, 2024, the Company owns 134 net leased retail buildings located in 35 states (refer to Item 1. “Business”). ​

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeMINE SAFETY DISCLOSURES Not applicable ​ 51 Table of Contents PART II ​
Biggest changeMINE SAFETY DISCLOSURES Not applicable ​ PART II ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeEach limited partner of the Operating Partnership has the right to require the Operating Partnership to redeem part or all of its OP Units for cash, based upon the value of an equivalent number of shares of our common stock at the time of the redemption, or, at our election, shares of our common stock on a one-for-one basis, beginning on and after the date that is 12 months after issuance of such OP Units, subject to certain adjustments and the restrictions on ownership and transfer of our stock set forth in our charter. ​ Issuer Purchases of Equity Securities The following repurchases of shares on the Company’s common stock were made during the three months ended December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as a Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs ($000's) (1) ​ 10/1/2023 - 10/31/2023 ​ 240,907 ​ $ 15.73 ​ 240,907 ​ $ 6,507 ​ 11/1/2023 - 11/30/2023 ​ 240,234 ​ ​ 15.89 ​ 240,234 ​ $ 2,689 ​ 12/1/2023 - 12/31/2023 ​ 113,649 ​ ​ 16.86 ​ 113,649 ​ $ 773 ​ Total ​ 594,790 ​ $ 16.01 ​ 594,790 ​ ​ ​ ​ (1) In July 2023, the Company’s Board of Directors approved a $15 million stock repurchase program under which approximately $14.2 million of the Company’s stock had been repurchased as of December 31, 2023.
Biggest changeEach limited partner of the Operating Partnership has the right to require the Operating Partnership to redeem part or all of its OP Units for cash, based upon the value of an equivalent number of shares of our common stock at the time of the redemption, or, at our election, shares of our common stock on a one-for-one basis, beginning on and after the date that is 12 months after issuance of such OP Units, subject to certain adjustments and the restrictions on ownership and transfer of our stock set forth in our charter. ​ Issuer Purchases of Equity Securities ​ None. ​ ITEM 6. [Reserved] ​
However, any future distributions will be at the sole discretion of the Board and will depend upon, among other things, our actual results of operations and liquidity. Unregistered Sales of Equity Securities ​ During the years ended December 31, 2022 and 2021, there were no unregistered sales of equity securities, which were not previously reported.
However, any future distributions will be at the sole discretion of the Board and will depend upon, among other things, our actual results of operations and liquidity. Unregistered Sales of Equity Securities ​ During the years ended December 31, 2024 and December 31, 2022, there were no unregistered sales of equity securities, which were not previously reported.
This figure does not represent the actual number of beneficial owners of our common stock because shares of our common stock are frequently held in “street name” through banks, brokers and others for the benefit of beneficial owners who may vote the shares. We intend to make quarterly distributions to our common stockholders.
This figure does not represent the actual number of beneficial owners of our common stock because shares of our common stock are frequently held in “street name” through banks, brokers and others for the benefit of beneficial owners who may vote the shares. 51 Table of Contents We intend to make quarterly distributions to our common stockholders.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER REPURCHASES OF EQUITY SECURITIES The Company’s common stock trades on the NYSE under the symbol “PINE”. As of January 31, 2024, there were 127 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER REPURCHASES OF EQUITY SECURITIES The Company’s common stock trades on the NYSE under the symbol “PINE”. As of January 29, 2025, there were 144 holders of record of our common stock.
Removed
The repurchase program does not have an expiration date. ​ ITEM 6. [Reserved] ​ 52 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeFFO and AFFO may not be comparable to similarly titled measures employed by other companies. ​ ​ 55 Table of Contents Reconciliation of Non-GAAP Measures (in thousands, except share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2023 ​ December 31, 2022 ​ December 31, 2021 Net Income ​ $ 3,266 ​ $ 33,955 ​ $ 11,462 Depreciation and Amortization ​ ​ 25,758 ​ ​ 23,564 ​ ​ 15,939 Provision for Impairment ​ ​ 3,220 ​ ​ — ​ ​ — Gain on Disposition of Assets ​ ​ (9,334) ​ ​ (33,801) ​ ​ (9,675) Funds From Operations ​ $ 22,910 ​ $ 23,718 ​ $ 17,726 Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss (Gain) on Extinguishment of Debt ​ ​ (23) ​ ​ 727 ​ ​ — Amortization of Intangible Assets and Liabilities to Lease Income ​ ​ (417) ​ ​ (328) ​ ​ (257) Straight-Line Rent Adjustment ​ ​ (402) ​ ​ (935) ​ ​ (607) COVID-19 Rent Repayments ​ ​ — ​ ​ 45 ​ ​ 430 Non-Cash Compensation ​ ​ 318 ​ ​ 310 ​ ​ 309 Amortization of Deferred Financing Costs to Interest Expense ​ ​ 710 ​ ​ 599 ​ ​ 362 Other Non-Cash Expense ​ ​ 115 ​ ​ 100 ​ ​ (18) Recurring Capital Expenditures ​ ​ — ​ ​ — ​ ​ (41) Adjusted Funds From Operations ​ $ 23,211 ​ $ 24,236 ​ $ 17,904 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Number of Common Shares: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 13,925,362 ​ ​ 11,976,001 ​ ​ 9,781,066 Diluted ​ ​ 15,560,524 ​ ​ 13,679,495 ​ ​ 11,246,227 ​ Other Data (in thousands, except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2023 ​ December 31, 2022 ​ December 31, 2021 FFO ​ $ 22,910 ​ $ 23,718 ​ $ 17,726 FFO per Diluted Share ​ $ 1.47 ​ $ 1.73 ​ $ 1.58 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AFFO ​ $ 23,211 ​ $ 24,236 ​ $ 17,904 AFFO per Diluted Share ​ $ 1.49 ​ $ 1.77 ​ $ 1.59 ​ ​ 56 Table of Contents COMPARISON OF THE YEARS ENDED DECEMBER 31, 2023 AND 2022 ​ The following presents the Company’s results of operations for the year ended December 31, 2023, as compared to the year ended December 31, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ December 31, 2022 ​ $ Variance ​ % Variance Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease Income ​ $ 44,967 ​ $ 45,191 ​ $ (224) ​ (0.5)% Interest Income from Commercial Loans and Investments ​ ​ 637 ​ ​ — ​ ​ 637 ​ 100.0% Other Revenue ​ ​ 40 ​ ​ — ​ ​ 40 ​ 100.0% Total Revenues ​ ​ 45,644 ​ ​ 45,191 ​ ​ 453 ​ 1.0% Operating Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate Expenses ​ ​ 6,580 ​ ​ 5,435 ​ ​ 1,145 ​ 21.1% General and Administrative Expenses ​ ​ 6,301 ​ ​ 5,784 ​ ​ 517 ​ 8.9% Provision for Impairment ​ ​ 3,220 ​ ​ — ​ ​ 3,220 ​ 100.0% Depreciation and Amortization ​ ​ 25,758 ​ ​ 23,564 ​ ​ 2,194 ​ 9.3% Total Operating Expenses ​ ​ 41,859 ​ ​ 34,783 ​ ​ 7,076 ​ 20.3% Gain on Disposition of Assets ​ ​ 9,334 ​ ​ 33,801 ​ ​ (24,467) ​ (72.4)% Gain (Loss) on Extinguishment of Debt ​ ​ 23 ​ ​ (727) ​ ​ 750 ​ 103.2% Net Income From Operations ​ ​ 13,142 ​ ​ 43,482 ​ ​ (30,340) ​ (69.8)% Investment and Other Income ​ ​ 289 ​ ​ 12 ​ ​ 277 ​ 2308.3% Interest Expense ​ ​ (10,165) ​ ​ (9,539) ​ ​ (626) ​ (6.6)% Net Income ​ ​ 3,266 ​ ​ 33,955 ​ ​ (30,689) ​ (90.4)% Less: Net Income Attributable to Noncontrolling Interest ​ ​ (349) ​ ​ (4,235) ​ ​ 3,886 ​ 91.8% Net Income Attributable to Alpine Income Property Trust, Inc. ​ $ 2,917 ​ $ 29,720 ​ $ (26,803) ​ (90.2)% ​ Lease Income and Real Estate Expenses ​ Revenue from our income properties during the years ended December 31, 2023 and 2022 totaled $45.0 million and $45.2 million, respectively.
Biggest changeFFO and AFFO may not be comparable to similarly titled measures employed by other companies. ​ 55 Table of Contents Reconciliation of Non-GAAP Measures (in thousands, except share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 31, 2024 ​ December 31, 2023 ​ December 31, 2022 Net Income $ 2,254 ​ $ 3,266 ​ $ 33,955 Depreciation and Amortization ​ 25,594 ​ ​ 25,758 ​ ​ 23,564 Provision for Impairment ​ 1,693 ​ ​ 3,220 ​ ​ — Gain on Disposition of Assets ​ (3,443) ​ ​ (9,334) ​ ​ (33,801) Funds From Operations $ 26,098 ​ $ 22,910 ​ $ 23,718 Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ Loss (Gain) on Extinguishment of Debt ​ — ​ ​ (23) ​ ​ 727 Amortization of Intangible Assets and Liabilities to Lease Income ​ (517) ​ ​ (417) ​ ​ (328) Straight-Line Rent Adjustment ​ (515) ​ ​ (402) ​ ​ (935) COVID-19 Rent Repayments ​ — ​ ​ — ​ ​ 45 Non-Cash Compensation ​ 247 ​ ​ 318 ​ ​ 310 Amortization of Deferred Financing Costs to Interest Expense ​ 720 ​ ​ 710 ​ ​ 599 Other Non-Cash Adjustments ​ 152 ​ ​ 115 ​ ​ 100 Adjusted Funds From Operations $ 26,185 ​ $ 23,211 ​ $ 24,236 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Number of Common Shares: ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 13,858,257 ​ ​ 13,925,362 ​ ​ 11,976,001 Diluted ​ 15,082,111 ​ ​ 15,560,524 ​ ​ 13,679,495 ​ Other Data (in thousands, except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 31, 2024 ​ December 31, 2023 ​ December 31, 2022 FFO $ 26,098 ​ $ 22,910 ​ $ 23,718 FFO per Diluted Share $ 1.73 ​ $ 1.47 ​ $ 1.73 ​ ​ ​ ​ ​ ​ ​ ​ ​ AFFO $ 26,185 ​ $ 23,211 ​ $ 24,236 AFFO per Diluted Share $ 1.74 ​ $ 1.49 ​ $ 1.77 ​ ​ 56 Table of Contents COMPARISON OF THE YEARS ENDED DECEMBER 31, 2024 AND 2023 ​ The following presents the Company’s results of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ $ Variance ​ % Variance Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease Income ​ $ 46,005 ​ $ 44,967 ​ $ 1,038 ​ 2.3% Interest Income from Commercial Loans and Investments ​ ​ 5,761 ​ ​ 637 ​ ​ 5,124 ​ 804.4% Other Revenue ​ ​ 461 ​ ​ 40 ​ ​ 421 ​ 1052.5% Total Revenues ​ ​ 52,227 ​ ​ 45,644 ​ ​ 6,583 ​ 14.4% Operating Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate Expenses ​ ​ 7,793 ​ ​ 6,580 ​ ​ 1,213 ​ 18.4% General and Administrative Expenses ​ ​ 6,575 ​ ​ 6,301 ​ ​ 274 ​ 4.3% Provision for Impairment ​ ​ 1,693 ​ ​ 3,220 ​ ​ (1,527) ​ (47.4)% Depreciation and Amortization ​ ​ 25,594 ​ ​ 25,758 ​ ​ (164) ​ (0.6)% Total Operating Expenses ​ ​ 41,655 ​ ​ 41,859 ​ ​ (204) ​ (0.5)% Gain on Disposition of Assets ​ ​ 3,443 ​ ​ 9,334 ​ ​ (5,891) ​ (63.1)% Gain on Extinguishment of Debt ​ ​ — ​ ​ 23 ​ ​ (23) ​ (100.0)% Net Income From Operations ​ ​ 14,015 ​ ​ 13,142 ​ ​ 873 ​ 6.6% Investment and Other Income ​ ​ 247 ​ ​ 289 ​ ​ (42) ​ (14.5)% Interest Expense ​ ​ (12,008) ​ ​ (10,165) ​ ​ (1,843) ​ (18.1)% Net Income ​ ​ 2,254 ​ ​ 3,266 ​ ​ (1,012) ​ (31.0)% Less: Net Income Attributable to Noncontrolling Interest ​ ​ (188) ​ ​ (349) ​ ​ 161 ​ 46.1% Net Income Attributable to Alpine Income Property Trust, Inc. ​ $ 2,066 ​ $ 2,917 ​ $ (851) ​ (29.2)% ​ Lease Income and Real Estate Expenses ​ Revenue from our income properties during the years ended December 31, 2024 and 2023 totaled $46.0 million and $45.0 million, respectively.
The $1.1 million increase in the direct cost of revenues is reflective of a portion of portfolio expenses being non-recoverable pursuant to tenant leases, as well as certain non-recoverable expenses related to transaction costs and legal fees associated with the seven assets leased to one tenant that filed for bankruptcy during the year ended December 31, 2023. ​ Commercial Loans and Investments ​ Interest income from commercial loans and investments totaled $0.6 million for the year ended December 31, 2023.
The $1.1 million increase in the direct cost of revenues is reflective of a portion of portfolio expenses being non-recoverable pursuant to tenant leases, as well as certain non-recoverable expenses related to transaction costs and legal fees associated with the seven assets leased to one tenant that filed for bankruptcy protection during the year ended December 31, 2023. ​ Commercial Loans and Investments ​ Interest income from commercial loans and investments totaled $0.6 million for the year ended December 31, 2023.
There were no revenue sharing agreements generating income during the year ended December 31, 2022. ​ 57 Table of Contents General and Administrative Expenses ​ The following table represents the Company’s general and administrative expenses for the year ended December 31, 2023 as compared to the year ended December 31, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ December 31, 2022 ​ $ Variance ​ % Variance Management Fee to Manager ​ $ 4,356 ​ $ 3,828 ​ $ 528 ​ 13.8% Director Stock Compensation Expense ​ ​ 318 ​ ​ 310 ​ ​ 8 ​ 2.6% Director & Officer Insurance Expense ​ ​ 247 ​ ​ 366 ​ ​ (119) ​ (32.5)% Additional General and Administrative Expense ​ ​ 1,380 ​ ​ 1,280 ​ ​ 100 ​ 7.8% Total General and Administrative Expenses ​ $ 6,301 ​ $ 5,784 ​ $ 517 ​ 8.9% ​ General and administrative expenses totaled $6.3 million and $5.8 million during the years ended December 31, 2023 and 2022, respectively.
There were no revenue sharing agreements generating income during the year ended December 31, 2022. ​ General and Administrative Expenses ​ The following table represents the Company’s general and administrative expenses for the year ended December 31, 2023 as compared to the year ended December 31, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ December 31, 2022 ​ $ Variance ​ % Variance Management Fee to Manager ​ $ 4,356 ​ $ 3,828 ​ $ 528 ​ 13.8% Director Stock Compensation Expense ​ ​ 318 ​ ​ 310 ​ ​ 8 ​ 2.6% Director & Officer Insurance Expense ​ ​ 247 ​ ​ 366 ​ ​ (119) ​ (32.5)% Additional General and Administrative Expense ​ ​ 1,380 ​ ​ 1,280 ​ ​ 100 ​ 7.8% Total General and Administrative Expenses ​ $ 6,301 ​ $ 5,784 ​ $ 517 ​ 8.9% ​ General and administrative expenses totaled $6.3 million and $5.8 million during the years ended December 31, 2023 and 2022, respectively.
See Note 18, “Related Party Management Company” in the Notes to the Financial Statements for further discussion of the Company’s related party transactions with CTO. ​ Our strategy for investing in income-producing properties is focused on factors including, but not limited to, long-term real estate fundamentals, including those markets experiencing significant economic growth.
See Note 19, “Related Party Management Company” in the Notes to the Financial Statements for further discussion of the Company’s related party transactions with CTO. ​ Our strategy for investing in income-producing properties is focused on factors including, but not limited to, long-term real estate fundamentals, including those markets experiencing significant economic growth.
We target tenants in industries that we believe are favorably impacted by macroeconomic trends that support consumer spending, stable and growing employment, and positive consumer sentiment, as well as tenants in industries that have demonstrated resistance to the impact of the e-commerce retail sector or who use a physical presence as a component of their omnichannel strategy.
We target tenants in industries that we believe are favorably 52 Table of Contents impacted by macroeconomic trends that support consumer spending, stable and growing employment, and positive consumer sentiment, as well as tenants in industries that have demonstrated resistance to the impact of the e-commerce retail sector or who use a physical presence as a component of their omnichannel strategy.
During the year ended December 31, 2022, the Company sold 16 properties for an aggregate sales price of $154.6 million, generating aggregate gains on sale of $33.8 million. ​ Gain (Loss) on Extinguishment of Debt ​ During the year ended December 31, 2022, the Company recorded a $0.7 million loss on the extinguishment of debt attributable to the write off of unamortized loan costs in connection with the CMBS Loan defeasance and the termination of the Prior Revolving Credit Facility , as defined in Note 12, “Long-Term Debt” in the Notes to the Financial Statements. ​ Investment and Other Income ​ Investment and other income totaled $0.3 million and less than $0.1 million during the years ended December 31, 2023 and 2022, respectively.
During the year ended December 31, 2022, the Company sold 16 properties for an aggregate sales price of $154.6 million, generating aggregate gains on sale of $33.8 million. ​ Gain (Loss) on Extinguishment of Debt ​ During the year ended December 31, 2022, the Company recorded a $0.7 million loss on the extinguishment of debt attributable to the write off of unamortized loan costs in connection with the CMBS Loan defeasance and the termination of the Prior Revolving Credit Facility , as defined in Note 13, “Long-Term Debt” in the Notes to the Financial Statements. ​ 60 Table of Contents Investment and Other Income ​ Investment and other income totaled $0.3 million and less than $0.1 million during the years ended December 31, 2023 and 2022, respectively.
The revenue is attributable to fees earned from a revenue sharing agreement the Company entered into with CTO as further described in Note 18, “Related Party Management Company” in the Notes to the Financial Statements.
The revenue is attributable to fees earned from a revenue sharing agreement the Company entered into with CTO as further described in Note 19, “Related Party Management Company” in the Notes to the Financial Statements.
The overall increase in the Company’s 58 Table of Contents long-term debt was primarily utilized to fund the acquisition of properties and commercial loans and investments during 2023 and 2022. ​ Net Income ​ Net income totaled $3.3 million and $34.0 million during the years ended December 31, 2023 and 2022, respectively.
The overall increase in the Company’s long-term debt was primarily utilized to fund the acquisition of properties and commercial loans and investments during 2023 and 2022. ​ Net Income ​ Net income totaled $3.3 million and $34.0 million during the years ended December 31, 2023 and 2022, respectively.
Management’s focus is to continue our strategy of investing in net leased properties by utilizing the capital we raise and available borrowing capacity from the Credit Facility to increase our portfolio of income-producing properties, providing stabilized cash flows with strong risk-adjusted returns primarily in larger metropolitan areas and growth markets.
Management’s focus is to continue our strategy of investing in net leased properties and commercial loans and investments by utilizing the capital we raise and available borrowing capacity from the Credit Facility to increase our portfolio of income-producing properties and commercial loan and investments portfolio, providing stabilized cash flows with strong risk-adjusted returns primarily in larger metropolitan areas and growth markets.
In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value.
In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below- 62 Table of Contents market in-place lease values are recorded as other assets or liabilities based on the present value.
The income is attributable to three loans originated by the Company during the year ended December 31, 2023. There were no commercial loans and investments generating interest income during the year ended December 31, 2022. ​ Other Revenue ​ Other revenue totaled less than $0.1 million for the year ended December 31, 2023.
The income is attributable to three loans originated by the Company during the year ended December 31, 2023. There were no commercial loans and investments generating interest income during the year ended December 31, 2022. 59 Table of Contents Other Revenue ​ Other revenue totaled less than $0.1 million for the year ended December 31, 2023.
The acquisitions of real estate subject to this estimate totaled 14 properties for a combined purchase price of $82.9 million for the year ended December 31, 2023 and 51 properties for a combined purchase price of $187.4 million for the year ended December 31, 2022. ​ See Note 2, “Summary of Significant Accounting Policies” in the Notes to the Financial Statements for further discussion of the Company’s accounting estimates and policies. ​
The acquisitions of real estate subject to this estimate totaled 9 properties for a combined purchase price of $72.2 million for the year ended December 31, 2024 and 14 properties for a combined purchase price of $82.9 million for the year ended December 31, 2023. ​ See Note 2, “Summary of Significant Accounting Policies” in the Notes to the Financial Statements for further discussion of the Company’s accounting estimates and policies. ​
In the aggregate, the Company is obligated under such agreements to repay $276.5 million on long-term basis, to be repaid in excess of one year, with no payments due within one year. 61 Table of Contents We believe we will have sufficient liquidity to fund our operations, capital requirements, maintenance, and debt service requirements over the next twelve months and into the foreseeable future, with cash on hand, cash flow from our operations, proceeds from the completion of the sales of assets utilizing the reverse like-kind 1031 exchange structure, $109.5 million of availability under the 2022 ATM Program, and $173.5 million of undrawn commitments available on its existing $250.0 million Credit Facility, as of December 31, 2023. ​ The Board and management consistently review the allocation of capital with the goal of providing the best long-term return for our stockholders.
In the aggregate, the Company is obligated under such agreements to repay $302.0 million on a long-term basis, to be repaid in excess of one year, with no payments due within one year. ​ We believe we will have sufficient liquidity to fund our operations, capital requirements, maintenance, and debt service requirements over the next twelve months and into the foreseeable future, with cash on hand, cash flow from our operations, proceeds from the completion of the sales of assets utilizing the reverse like-kind 1031 exchange structure, $90.4 million of availability under the 2022 ATM Program, and $89.5 million of available capacity on the existing $250.0 million Credit Facility, as of December 31, 2024. ​ The Board and management consistently review the allocation of capital with the goal of providing the best long-term return for our stockholders.
As of December 31, 2023, we owned 138 properties with an aggregate gross leasable area of 3.8 million square feet, located in 35 states, with a weighted average remaining lease term of 7.0 years. Our portfolio was 99% occupied as of December 31, 2023.
As of December 31, 2024, we owned 134 properties with an aggregate gross leasable area of 3.9 million square feet, located in 35 states, with a weighted average remaining lease term of 8.7 years. Our portfolio was 98% occupied as of December 31, 2024.
The unfunded portion of the construction loans totaled $3.0 million as of December 31, 2023. ​ The Company is contractually obligated under its various long-term debt agreements.
The unfunded portion of the construction loans totaled $7.4 million as of December 31, 2024. ​ The Company is contractually obligated under its various long-term debt agreements.
We employ a methodology for evaluating targeted investments in income-producing properties which includes an evaluation of: (i) the attributes of the real estate (e.g., location, market demographics, comparable properties in the market, etc.); (ii) an evaluation of the existing tenant(s) (e.g., credit-worthiness, property level sales, tenant rent levels compared to the market, etc.); (iii) other market-specific conditions (e.g., tenant industry, job and population growth in the market, local economy, etc.); and (iv) considerations relating to the Company’s business and strategy (e.g., strategic fit of the asset type, property management needs, alignment with the Company’s structure, etc.). ​ 53 Table of Contents During the year ended December 31, 2023, the Company acquired 14 properties for total acquisition volume of $82.9 million.
We employ a methodology for evaluating targeted investments in income-producing properties which includes an evaluation of: (i) the attributes of the real estate (e.g., location, market demographics, comparable properties in the market, etc.); (ii) an evaluation of the existing tenant(s) (e.g., credit-worthiness, property level sales, tenant rent levels compared to the market, etc.); (iii) other market-specific conditions (e.g., tenant industry, job and population growth in the market, local economy, etc.); and (iv) considerations relating to the Company’s business and strategy (e.g., strategic fit of the asset type, property management needs, alignment with the Company’s structure, etc.). ​ During the year ended December 31, 2024, the Company acquired 12 properties for a combined purchase price of $103.6 million, of which the Tampa Properties totaling $31.4 million are accounted for as a financing arrangement.
During the year ended December 31, 2023, the Company sold 24 properties for a total sales price of $108.3 million, generating aggregate gains on sale of $9.3 million, as further described in Note 3 “Property Portfolio” in the Notes to the Financial Statements. Capital Expenditures.
During the year ended December 31, 2024, the Company sold 15 properties for a total sales price of $62.0 million, generating aggregate gains on sale of $3.4 million, as further described in Note 3 “Property Portfolio” in the Notes to the Financial Statements.
During the year ended December 31, 2023, the Company sold 24 properties for an aggregate sales price of $108.3 million, generating aggregate gains on sale of $9.3 million.
During the year ended December 31, 2023, the Company sold 24 properties for an aggregate sales price of $108.3 million, generating aggregate gains on sale of $9.3 million. ​ Investment and Other Income ​ Investment and other income totaled $0.2 million and $0.3 million during the years ended December 31, 2024 and 2023, respectively.
See Note 2 “Summary of Significant Accounting Policies” under the heading Restricted Cash in the Notes to the Financial Statements for the Company’s disclosure related to its restricted cash balance at December 31, 2023. ​ Our total cash balance at December 31, 2023, reflected net cash provided by our operating activities totaling $25.6 million during the year ended December 31, 2023, compared to net cash provided by operating activities totaling $24.6 million for the year ended December 31, 2022, an increase of $1.0 million.
See Note 2 “Summary of Significant Accounting Policies” under the heading Restricted Cash in the Notes to the Financial Statements for the Company’s disclosure related to its restricted cash balance at December 31, 2024. ​ Our net cash provided by our operating activities totaled $25.6 million during each of the years ended December 31, 2024 and 2023.
The selected financial information has been derived from our audited consolidated financial statements. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 31, 2023 December 31, 2022 December 31, 2021 Total Revenues ​ $ 45,644 ​ $ 45,191 ​ $ 30,126 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income From Operations ​ $ 13,142 ​ $ 43,482 ​ $ 15,162 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income ​ $ 3,266 ​ $ 33,955 ​ $ 11,462 Less: Net Income Attributable to Noncontrolling Interest ​ ​ (349) ​ ​ (4,235) ​ ​ (1,498) Net Income Attributable to Alpine Income Property Trust, Inc. ​ $ 2,917 ​ $ 29,720 ​ $ 9,964 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income Per Share Attributable to Alpine Income Property Trust, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.21 ​ $ 2.48 ​ $ 1.02 Diluted ​ $ 0.19 ​ $ 2.17 ​ $ 0.89 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends Declared and Paid ​ $ 1.100 ​ $ 1.090 ​ $ 1.015 ​ ​ 54 Table of Contents Balance Sheet Data (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2023 ​ 2022 Total Real Estate, at Cost ​ $ 478,307 ​ $ 499,367 Real Estate—Net ​ $ 443,593 ​ $ 477,054 Assets Held For Sale ​ $ 4,410 ​ $ — Commercial Loans and Investments ​ $ 35,080 ​ $ — Cash and Cash Equivalents and Restricted Cash ​ $ 13,731 ​ $ 13,044 Intangible Lease Assets—Net ​ $ 49,292 ​ $ 60,432 Straight-Line Rent Adjustment ​ $ 1,409 ​ $ 1,668 Other Assets ​ $ 17,045 ​ $ 21,233 Total Assets ​ $ 564,560 ​ $ 573,431 Accounts Payable, Accrued Expenses, and Other Liabilities ​ $ 5,197 ​ $ 4,411 Prepaid Rent and Deferred Revenue ​ $ 3,166 ​ $ 1,479 Intangible Lease Liabilities—Net ​ $ 4,907 ​ $ 5,050 Long-Term Debt ​ $ 275,677 ​ $ 267,116 Total Liabilities ​ $ 288,947 ​ $ 278,056 Total Equity ​ $ 275,613 ​ $ 295,375 ​ Non-GAAP Financial Measures Our reported results are presented in accordance with GAAP.
The selected financial information has been derived from our audited consolidated financial statements. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 31, 2024 December 31, 2023 December 31, 2022 Total Revenues ​ $ 52,227 ​ $ 45,644 ​ $ 45,191 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income From Operations ​ $ 14,015 ​ $ 13,142 ​ $ 43,482 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income ​ $ 2,254 ​ $ 3,266 ​ $ 33,955 Less: Net Income Attributable to Noncontrolling Interest ​ ​ (188) ​ ​ (349) ​ ​ (4,235) Net Income Attributable to Alpine Income Property Trust, Inc. ​ $ 2,066 ​ $ 2,917 ​ $ 29,720 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income Per Share Attributable to Alpine Income Property Trust, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.15 ​ $ 0.21 ​ $ 2.48 Diluted ​ $ 0.14 ​ $ 0.19 ​ $ 2.17 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends Declared and Paid ​ $ 1.110 ​ $ 1.100 ​ $ 1.090 ​ Balance Sheet Data (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2024 ​ 2023 Total Real Estate, at Cost ​ $ 489,867 ​ $ 478,307 Real Estate—Net ​ $ 444,017 ​ $ 443,593 Assets Held For Sale ​ $ 2,254 ​ $ 4,410 Commercial Loans and Investments ​ $ 89,629 ​ $ 35,080 Cash and Cash Equivalents and Restricted Cash ​ $ 7,951 ​ $ 13,731 Intangible Lease Assets—Net ​ $ 43,925 ​ $ 49,292 Straight-Line Rent Adjustment ​ $ 1,485 ​ $ 1,409 Other Assets ​ $ 15,734 ​ $ 17,045 Total Assets ​ $ 604,995 ​ $ 564,560 Accounts Payable, Accrued Expenses, and Other Liabilities ​ $ 8,445 ​ $ 5,736 Prepaid Rent and Deferred Revenue ​ $ 2,412 ​ $ 2,627 Intangible Lease Liabilities—Net ​ $ 4,774 ​ $ 4,907 Obligation Under Participation Agreement ​ $ 11,403 ​ $ — Long-Term Debt ​ $ 301,466 ​ $ 275,677 Total Liabilities ​ $ 328,500 ​ $ 288,947 Total Equity ​ $ 276,495 ​ $ 275,613 ​ ​ 54 Table of Contents Non-GAAP Financial Measures Our reported results are presented in accordance with GAAP.
Our net cash used in investing activities totaled $13.6 million for the year ended December 31, 2023, compared to net cash used in investing activities of $38.8 million for the year ended December 31, 2022, a decrease of $25.2 million.
Our net cash used in investing activities totaled $57.8 million for the year ended December 31, 2024, compared to net cash used in investing activities of $13.6 million for the year ended December 31, 2023, an increase in cash outflows of $44.2 million.
A s noted previously, the Company acquired 14 properties during the year ended December 31, 2023, for an aggregate purchase price of $82.9 million, as further described in Note 3 “Property Portfolio” in the Notes to the Financial Statements. The Company also invested in three commercial loans with a total funding commitment of $38.6 million.
A s noted previously, the Company acquired 12 properties during the year ended December 31, 2024, for an aggregate purchase price of $103.6 million, as further described in Note 3 “Property Portfolio” in the Notes to the Financial Statements.
Our net cash used in financing activities totaled $11.4 million for the year ended December 31, 2023, compared to net cash provided by financing activities of $17.7 million for the year ended December 31, 2022, for a decrease in cash inflows from financing activities of $29.1 million.
Our net cash provided by financing activities totaled $26.4 million for the year ended December 31, 2024, compared to net cash used in financing activities of $11.4 million for the year ended December 31, 2023, for an increase in cash inflows from financing activities of $37.8 million.
The increase in net income is attributable to the factors described above in addition to the $24.1 million increase in gain on disposition of assets during the year ended December 31, 2022.
The decrease in net income is attributable to the factors described above, most significantly to the $5.9 million decrease in gain on disposition of assets during the year ended December 31, 2024.
The overall increase in the Company’s long-term debt was primarily utilized to fund the acquisition of properties during 2022 and 2021. ​ Net Income ​ Net income totaled $34.0 million and $11.5 million during the years ended December 31, 2022 and 2021, respectively.
The overall increase in the Company’s long-term debt was primarily utilized to fund the acquisition of properties and commercial loans and investments during 2024. 58 Table of Contents Net Income ​ Net income totaled $2.3 million and $3.3 million during the years ended December 31, 2024 and 2023, respectively.
As of December 31, 2023, the Company had $173.5 million of undrawn commitments available on its Credit Facility. See Note 12, “Long-Term Debt” in the Notes to the Financial Statements for the Company’s disclosure related to its long-term debt balance at December 31, 2023. Acquisitions and Investments.
See Note 13, “Long-Term Debt” in the Notes to the Financial Statements for the Company’s disclosure related to its long-term debt balance at December 31, 2024. ​ Acquisitions and Investments.
As of December 31, 2023, the Company’s commercial loan investments portfolio included two construction loans and one mortgage note with a total carrying value of $35.1 million. See Note 4, “Commercial Loans and Investments” in the Notes to the Financial Statements for additional disclosures related to the Company’s commercial loans and investments as of December 31, 2023. Dispositions.
See Note 4, “Commercial Loans and Investments” in the Notes to the Financial Statements for additional disclosures related to the Company’s commercial loans and investments as of December 31, 2024. ​ Dispositions.
These amounts were offset by $23.5 million less proceeds received from sales of common stock under the Company’s “at-the-market” equity offering programs during the year ended December 31, 2023 and $14.6 million more cash used to repurchase the Company’s common stock during the year ended December 31, 2023. Long-Term Debt.
The increase of $37.8 million is primarily related to a $17.3 million increase in net proceeds from long-term debt during the year ended December 31, 2024 as well as $6.5 million more proceeds received from sales of common stock under the Company’s “at-the-market” equity offering programs and $13.8 million less cash used to repurchase the Company’s common stock during the year ended December 31, 2024.
The increase in revenues is reflective of the Company’s volume of acquisitions, offset by dispositions. The direct costs of revenues for our income properties totaled $5.4 million and $3.7 million during the years ended December 31, 2022 and 2021, respectively.
The increase in revenues is reflective of the Company’s volume of acquisitions, offset by dispositions, as well as certain one-time reduced revenues related to tenant credit loss and bankruptcy. The direct costs of revenues for our income properties totaled $7.8 million and $6.6 million during the years ended December 31, 2024 and 2023, respectively.
The $7.6 million increase in the depreciation and amortization expense is reflective of the Company’s expanded property portfolio. ​ Gain on Disposition of Assets ​ During the year ended December 31, 2022, the Company sold 16 properties for an aggregate sales price of $154.6 million, generating aggregate gains on sale of $33.8 million.
The $0.2 million decrease in the depreciation and amortization expense is reflective of the Company’s change in portfolio as well as the timing of acquisitions versus dispositions. ​ Gain on Disposition of Assets ​ During the year ended December 31, 2024, the Company sold 15 properties for an aggregate sales price of $62.0 million, generating aggregate gains on sale of $3.4 million.
The decreased gain on disposition of assets is the result of reduced disposition activity during the year ended December 31, 2023. ​ COMPARISON OF THE YEARS ENDED DECEMBER 31, 2022 AND 2021 ​ The following presents the Company’s results of operations for the year ended December 31, 2022, as compared to the year ended December 31, 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ December 31, 2021 ​ $ Variance ​ % Variance Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease Income ​ $ 45,191 ​ $ 30,126 ​ $ 15,065 ​ 50.0% Total Revenues ​ ​ 45,191 ​ ​ 30,126 ​ ​ 15,065 ​ 50.0% Operating Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate Expenses ​ ​ 5,435 ​ ​ 3,673 ​ ​ 1,762 ​ 48.0% General and Administrative Expenses ​ ​ 5,784 ​ ​ 5,027 ​ ​ 757 ​ 15.1% Depreciation and Amortization ​ ​ 23,564 ​ ​ 15,939 ​ ​ 7,625 ​ 47.8% Total Operating Expenses ​ ​ 34,783 ​ ​ 24,639 ​ ​ 10,144 ​ 41.2% Gain on Disposition of Assets ​ ​ 33,801 ​ ​ 9,675 ​ ​ 24,126 ​ 249.4% Loss on Extinguishment of Debt ​ ​ (727) ​ ​ — ​ ​ (727) ​ (100.0)% Net Income From Operations ​ ​ 43,482 ​ ​ 15,162 ​ ​ 28,320 ​ 186.8% Investment and Other Income ​ ​ 12 ​ ​ 2 ​ ​ 10 ​ 500.0% Interest Expense ​ ​ (9,539) ​ ​ (3,702) ​ ​ (5,837) ​ (157.7)% Net Income ​ ​ 33,955 ​ ​ 11,462 ​ ​ 22,493 ​ 196.2% Less: Net Income Attributable to Noncontrolling Interest ​ ​ (4,235) ​ ​ (1,498) ​ ​ (2,737) ​ (182.7)% Net Income Attributable to Alpine Income Property Trust, Inc. ​ $ 29,720 ​ $ 9,964 ​ $ 19,756 ​ 198.3% ​ Lease Income and Real Estate Expenses ​ Revenue from our income properties during the years ended December 31, 2022 and 2021 totaled $45.2 million and $30.1 million, respectively.
The decreased gain on disposition of assets is the result of reduced disposition activity during the year ended December 31, 2024 as compared to 2023. ​ COMPARISON OF THE YEARS ENDED DECEMBER 31, 2023 AND 2022 ​ The following presents the Company’s results of operations for the year ended December 31, 2023, as compared to the year ended December 31, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ December 31, 2022 ​ $ Variance ​ % Variance Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease Income ​ $ 44,967 ​ $ 45,191 ​ $ (224) ​ (0.5)% Interest Income from Commercial Loans and Investments ​ ​ 637 ​ ​ — ​ ​ 637 ​ 100.0% Other Revenue ​ ​ 40 ​ ​ — ​ ​ 40 ​ 100.0% Total Revenues ​ ​ 45,644 ​ ​ 45,191 ​ ​ 453 ​ 1.0% Operating Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate Expenses ​ ​ 6,580 ​ ​ 5,435 ​ ​ 1,145 ​ 21.1% General and Administrative Expenses ​ ​ 6,301 ​ ​ 5,784 ​ ​ 517 ​ 8.9% Provision for Impairment ​ ​ 3,220 ​ ​ — ​ ​ 3,220 ​ 100.0% Depreciation and Amortization ​ ​ 25,758 ​ ​ 23,564 ​ ​ 2,194 ​ 9.3% Total Operating Expenses ​ ​ 41,859 ​ ​ 34,783 ​ ​ 7,076 ​ 20.3% Gain on Disposition of Assets ​ ​ 9,334 ​ ​ 33,801 ​ ​ (24,467) ​ (72.4)% Gain (Loss) on Extinguishment of Debt ​ ​ 23 ​ ​ (727) ​ ​ 750 ​ 103.2% Net Income From Operations ​ ​ 13,142 ​ ​ 43,482 ​ ​ (30,340) ​ (69.8)% Investment and Other Income ​ ​ 289 ​ ​ 12 ​ ​ 277 ​ 2308.3% Interest Expense ​ ​ (10,165) ​ ​ (9,539) ​ ​ (626) ​ (6.6)% Net Income ​ ​ 3,266 ​ ​ 33,955 ​ ​ (30,689) ​ (90.4)% Less: Net Income Attributable to Noncontrolling Interest ​ ​ (349) ​ ​ (4,235) ​ ​ 3,886 ​ 91.8% Net Income Attributable to Alpine Income Property Trust, Inc. ​ $ 2,917 ​ $ 29,720 ​ $ (26,803) ​ (90.2)% ​ Lease Income and Real Estate Expenses ​ Revenue from our income properties during the years ended December 31, 2023 and 2022 totaled $45.0 million and $45.2 million, respectively.
The decrease in net cash used in investing activities of $25.2 million is primarily related to a net decrease in cash outflows of $60.6 million during the year ended December 31, 2023 related to the timing of income property acquisitions versus dispositions, which decrease in cash outflows was partially offset by $35.4 million in additional cash outflows related to investments in the Company’s commercial loans and investment portfolio for which there were no such outflows during the year ended December 31, 2022.
The increase in net cash used in investing activities of $44.2 million is primarily related to a net $36.2 million increase in acquisitions versus dispositions during the year ended December 31, 2024, in addition to a net $8.0 million increase related to investments in the Company’s commercial loans and investment portfolio.
During the year ended December 31, 2023, the Company originated three commercial loans with a total funding commitment of $38.6 million. As of December 31, 2023, the Company’s commercial loan investments portfolio included two construction loans and one mortgage note with a total carrying value of $35.1 million.
As of December 31, 2024, the Company’s commercial loan investments portfolio included five construction loans, one mortgage note, and three properties acquired pursuant to a sale-leaseback transaction whereby the tenant has a future repurchase right, with a total carrying value of $89.6 million.
As of December 31, 2023, the Company had no commitments related to capital expenditures. ​ The Company is committed to fund two construction loans as described in Note 4, “Commercial Loans and Investments” in the Notes to the Financial Statements.
Pursuant to a certain lease agreement executed during the year ended December 31, 2024, the Company is committed to funding $5.0 million in tenant improvements. ​ The Company is committed to fund five construction loans as described in Note 4, “Commercial Loans and Investments” in the Notes to the Financial Statements.
The increase in the direct cost of revenues is also attributable to the Company’s expanded property portfolio. ​ 59 Table of Contents General and Administrative Expenses ​ The following table represents the Company’s general and administrative expenses for the year ended December 31, 2022 as compared to the year ended December 31, 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ December 31, 2021 ​ $ Variance ​ % Variance Management Fee to Manager ​ $ 3,828 ​ $ 3,182 ​ $ 646 ​ 20.3% Director Stock Compensation Expense ​ ​ 310 ​ ​ 309 ​ ​ 1 ​ 0.3% Director & Officer Insurance Expense ​ ​ 366 ​ ​ 499 ​ ​ (133) ​ (26.7)% Additional General and Administrative Expense ​ ​ 1,280 ​ ​ 1,037 ​ ​ 243 ​ 23.4% Total General and Administrative Expenses ​ $ 5,784 ​ $ 5,027 ​ $ 757 ​ 15.1% ​ General and administrative expenses totaled $5.8 million and $5.0 million during the years ended December 31, 2022 and 2021, respectively.
The increase is attributable to the year ended December 31, 2024 being the first full year the revenue sharing agreement was in effect. ​ 57 Table of Contents General and Administrative Expenses ​ The following table represents the Company’s general and administrative expenses for the year ended December 31, 2024 as compared to the year ended December 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ $ Variance ​ % Variance Management Fee to Manager ​ $ 4,241 ​ $ 4,356 ​ $ (115) ​ (2.6)% Director Stock Compensation Expense ​ ​ 304 ​ ​ 318 ​ ​ (14) ​ (4.4)% Director & Officer Insurance Expense ​ ​ 218 ​ ​ 247 ​ ​ (29) ​ (11.7)% Additional General and Administrative Expense ​ ​ 1,812 ​ ​ 1,380 ​ ​ 432 ​ 31.3% Total General and Administrative Expenses ​ $ 6,575 ​ $ 6,301 ​ $ 274 ​ 4.3% ​ General and administrative expenses totaled $6.6 million and $6.3 million during the years ended December 31, 2024 and 2023, respectively.
Historical Financial Information ​ The following table summarizes our selected historical financial information for each of the last three fiscal years (in thousands, except per share and dividend data).
As of December 31, 2024, the Company’s commercial loan investments portfolio included five construction loans, one mortgage note, and three properties acquired pursuant to a sale-leaseback transaction whereby the tenant has a future repurchase right, with a total carrying value of $89.6 million. 53 Table of Contents Historical Financial Information ​ The following table summarizes our selected historical financial information for each of the last three fiscal years (in thousands, except per share and dividend data).
Removed
The $0.8 million increase is primarily attributable to growth in the Company’s equity base, which led to an increase in management fee expense of $0.6 million. ​ Depreciation and Amortization ​ Depreciation and amortization expense totaled $23.5 million and $15.9 million during the years ended December 31, 2022 and 2021, respectively.
Added
During the year ended December 31, 2024, the Company sold 15 properties for an aggregate sales price of $62.0 million, generating aggregate gains on sale of $3.4 million.
Removed
During the year ended December 31, 2021, the Company sold three properties for an aggregate sales price of $28.3 million, generating aggregate gains on sale of $9.7 million. ​ Loss on Extinguishment of Debt ​ Simultaneous with the Company entering into the 2022 Amended and Restated Credit Agreement, the Company’s then-existing revolving credit facility (the “Prior Revolving Credit Facility”) was terminated, which resulted in $0.3 million of unamortized deferred financing costs written off during the year ended December 31, 2022 with no such expense during the year ended December 31, 2021. ​ Interest Expense ​ Interest expense totaled $9.5 million and $3.7 million during the years ended December 31, 2022 and 2021, respectively.
Added
During the year ended December 31, 2024, the Company invested in three commercial loans with a total funding commitment of $31.1 million. Also during the year ended December 31, 2024, the Company acquired the Tampa Properties for $31.4 million through a sale-leaseback transaction that includes a tenant repurchase option.
Removed
The $5.8 million increase in interest expense is attributable to the higher average outstanding debt balance during the year ended December 31, 2022 as compared to the same period in 2021, as well as increasing rates on the Company’s variable rate Credit Facility indebtedness.
Added
Due to the existence of the tenant repurchase option, and pursuant to FASB ASC Topic 842, Leases , GAAP requires that the $31.4 million investment be accounted for as a financing arrangement, and accordingly the related assets and corresponding revenue are included in the Company’s commercial loans and investments in the Company’s consolidated balance sheets and consolidated statement of operations.
Removed
The increased gain on disposition of assets is the result of more disposition activity during the year ended December 31, 2022, with proceeds from such dispositions being reinvested into income properties through the like-kind exchange structure.
Added
However, as the Tampa Properties constitute real estate assets for both legal and tax purposes, we have included them in the property portfolio when describing our property portfolio and for purposes of providing statistics related thereto.
Removed
The increase in gain on disposition of assets was partially offset by the $0.7 million loss on extinguishment of debt incurred during the year ended December 31, 2022, incurred as a result of the write off of unamortized loan costs in connection with the CMBS Loan defeasance and the termination of the Prior Revolving Credit Facility, as hereinafter defined in Note 12, “Long-Term Debt”. 60 Table of Contents LIQUIDITY AND CAPITAL RESOURCES ​ Cash and Cash Equivalents and Restricted Cash.
Added
Also during the year ended December 31, 2024, the Company sold a $13.6 million A-1 participation interest in the Company’s initial $23.4 million portfolio loan.
Removed
Cash totaled $13.7 million at December 31, 2023, including restricted cash of $9.7 million.
Added
The $1.2 million increase in the direct cost of revenues is reflective of a portion of portfolio expenses being non-recoverable pursuant to tenant leases. ​ Commercial Loans and Investments ​ Interest income from commercial loans and investments totaled $5.8 million and $0.6 million for the years ended December 31, 2024 and 2023, respectively.
Removed
The increase of $1.0 million is primarily related to the cash reserves received from the borrowers associated with the Company’s commercial loans and investments, as well as increased interest income earned on deposits at financial institutions.
Added
The increase in income is attributable to the expanded portfolio of commercial loans and investments, which as December 31, 2024, was comprised of five construction loans, one mortgage note, and three properties acquired pursuant to a sale-leaseback transaction whereby the tenant has a future repurchase right.
Removed
The decrease of $29.1 million is primarily related to a $9.0 million decrease in net proceeds from long-term debt during the year ended December 31, 2023 as well as $2.0 million less cash paid for loan fees the year ended December 31, 2023.
Added
As of December 31, 2023, the Company’s portfolio of commercial loans and investments was comprised of two construction loans and one mortgage note. ​ Other Revenue ​ Other revenue totaled $0.5 million and less than $0.1 million for the years ended December 31, 2024 and 2023, respectively.
Added
The $0.3 million increase is primarily attributable to a $0.2 million increase in corporate legal and consulting fees and a $0.1 million increase in state tax expenses, partially offset by a $0.1 million decrease in management fee expense due to a decrease in the weighted average of the Company’s equity base. ​ Provision for Impairment ​ During the year ended December 31, 2024, the Company recorded a $1.7 million impairment charge of which $0.6 million represents the current expected credit losses (“CECL”) reserve related to our commercial loans and investments and $1.1 million represents the provision for losses related to our income properties as further described in Note 7, “Provision for Impairment” in the Notes to the Financial Statements.
Added
During the year ended December 31, 2023, the Company recorded a $3.2 million impairment charge of which $0.3 million represents the CECL reserve related to our commercial loans and investments and $2.9 million represents the provision for losses related to our income properties as further described in Note 7, “Provision for Impairment” in the Notes to the Financial Statements. ​ Depreciation and Amortization ​ Depreciation and amortization expense totaled $25.6 million and $25.8 million during the years ended December 31, 2024 and 2023, respectively.
Added
The decrease is attributable to lower interest rates on bank deposits. ​ Interest Expense ​ Interest expense totaled $12.0 million and $10.2 million during the years ended December 31, 2024 and 2023, respectively.
Added
The $1.8 million increase in interest expense is attributable to the higher average outstanding debt balance for increased interest expense of $1.2 million as well as $0.6 million of interest expense resulting from the sale of participation interest in the Company’s $23.4 million Mortgage Note as defined and further described in Note 4, “Commercial Loans and Investments” in the Notes to the Financial Statements.
Added
The revenue is attributable to fees earned from a revenue sharing agreement the Company entered into with CTO as further described in Note 19, “Related Party Management Company” in the Notes to the Financial Statements.
Added
The decreased gain on disposition of assets is the result of reduced disposition activity during the year ended December 31, 2023 compared to 2022. ​ LIQUIDITY AND CAPITAL RESOURCES ​ Cash and Cash Equivalents and Restricted Cash. Cash totaled $8.0 million at December 31, 2024, including restricted cash of $6.4 million.
Added
Long-Term Debt. At December 31, 2024, the commitment level under the Credit Facility was $250.0 million and the Company had an outstanding balance of $102.0 million and $89.5 million available capacity.
Added
Acquisitions during the year ended December 31, 2024 include the Tampa Properties purchased for $31.4 million through a sale-leaseback transaction that includes a tenant repurchase option.
Added
Due to the existence of the tenant repurchase option, and pursuant to FASB ASC Topic 842, Leases , GAAP requires that the $31.4 million investment be accounted for as a financing arrangement, and accordingly the related assets and corresponding revenue are included in the Company’s commercial loans and investments in the Company’s consolidated 61 Table of Contents balance sheets and consolidated statement of operations.
Added
However, as the Tampa Properties constitute real estate assets for both legal and tax purposes, we have included them in the property portfolio when describing our property portfolio and for purposes of providing statistics related thereto. T he Company also invested in three commercial loans during the year ended December 31, 2024, with a total funding commitment of $31.1 million.
Added
Also during the year ended December 31, 2024, the Company sold a $13.6 million A-1 participation interest in the Company’s initial $23.4 million portfolio loan. See Note 4, “Commercial Loans and Investments” in the Notes to the Financial Statements for additional disclosures related to the Company’s commercial loans and investments as of December 31, 2024. ​ Capital Expenditures.
Added
As of December 31, 2024, the Company had no commitments related to capital expenditures for the maintenance of fixed assets, such as land, buildings, and equipment.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Company’s Consolidated Financial Statements appear beginning on page F-1 of this report. See Item 15 of this report. ​
Biggest changeFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Company’s Consolidated Financial Statements appear beginning on page F-1 of this report. See Item 15 of this report. ​ ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There have been no disagreements with our accountants on accounting and financial disclosures. ​

Other PINE 10-K year-over-year comparisons