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What changed in CTO Realty Growth, Inc.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of CTO Realty Growth, Inc.'s 2022 and 2023 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 2023 report.

+250 added−276 removedSource: 10-K (2024-02-22) vs 10-K (2023-02-23)

Top changes in CTO Realty Growth, Inc.'s 2023 10-K

250 paragraphs added · 276 removed · 195 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

49 edited+17 added−23 removed57 unchanged
Biggest changeJohns Town Center ​ Jacksonville ​ FL ​ 210,973 Westcliff Shopping Center ​ Fort Worth ​ TX ​ 134,791 West Broad Village ​ Glen Allen ​ VA ​ 392,007 15 Multi-Tenant Properties ​ ​ ​ ​ ​ 3,283,196 Crabby's Oceanside ​ Daytona Beach ​ FL ​ 5,780 Fidelity ​ Albuquerque ​ NM ​ 210,067 General Dynamics ​ Reston ​ VA ​ 64,319 LandShark Bar & Grill ​ Daytona Beach ​ FL ​ 6,264 Sabal Pavilion ​ Tampa ​ FL ​ 120,500 MainStreet Portfolio (1) ​ Daytona Beach ​ FL ​ 28,511 8 Single-Tenant Properties ​ ​ ​ ​ ​ 435,441 23 Total Properties ​ ​ ​ ​ ​ 3,718,637 (1) The MainStreet Portfolio is comprised of 3 single tenant properties. 5 Table of Contents The weighted average economic and physical occupancy rates of our income properties at December 31st for each of the last three years on a portfolio basis are as follows: ​ ​ ​ ​ ​ ​ Year Single-Tenant Economic / Physical Occupancy Multi-Tenant Economic / Physical Occupancy 2020 ​ 100% / 100% ​ 83% / 82% 2021 ​ 100% / 100% ​ 86% / 85% 2022 ​ 100% / 100% ​ 89% / 86% ​ The information on lease expirations of our total income property portfolio for each of the ten years starting with 2023 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year # of Tenant Leases Expiring Total Square Feet of Leases Expiring Annual Rents Expiring (1) ($000's) Percentage of Gross Annual Rents Expiring (1) 2023 ​ 39 ​ 278,924 ​ $ 6,091 ​ 8.7% 2024 ​ 53 ​ 203,875 ​ $ 4,943 ​ 7.0% 2025 ​ 33 ​ 207,985 ​ $ 5,871 ​ 8.3% 2026 ​ 49 ​ 566,043 ​ $ 11,391 ​ 16.2% 2027 ​ 55 ​ 510,068 ​ $ 7,871 ​ 11.2% 2028 ​ 43 ​ 613,987 ​ $ 12,698 ​ 18.1% 2029 ​ 32 ​ 279,368 ​ $ 6,050 ​ 8.6% 2030 ​ 32 ​ 147,988 ​ $ 3,669 ​ 5.2% 2031 ​ 32 ​ 126,375 ​ $ 3,590 ​ 5.1% 2032 ​ 31 ​ 168,142 ​ $ 3,655 ​ 5.2% (1) Annual Rents consist of the in-place base rent to be received pursuant to each lease agreement (i.e. not on a straight-line basis).
Biggest changeThe weighted average economic and physical occupancy rates of our income properties at December 31st for each of the last three years on a portfolio basis are as follows: ​ ​ ​ ​ ​ ​ Year Single-Tenant Economic / Physical Occupancy Multi-Tenant Economic / Physical Occupancy 2021 ​ 100% / 100% ​ 86% / 85% 2022 ​ 100% / 100% ​ 89% / 86% 2023 ​ 100% / 100% ​ 90% / 90% ​ 5 Table of Contents The information on lease expirations of our total income property portfolio for each of the ten years starting with 2024 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year # of Tenant Leases Expiring Total Square Feet of Leases Expiring Annual Rents Expiring (1) ($000's) Percentage of Gross Annual Rents Expiring (1) 2024 ​ 44 ​ 232,821 ​ $ 4,152 ​ 5.7% 2025 ​ 41 ​ 211,234 ​ $ 5,951 ​ 8.2% 2026 ​ 61 ​ 464,886 ​ $ 10,676 ​ 14.6% 2027 ​ 69 ​ 527,485 ​ $ 9,035 ​ 12.4% 2028 ​ 57 ​ 870,040 ​ $ 17,224 ​ 23.6% 2029 ​ 34 ​ 243,809 ​ $ 4,987 ​ 6.8% 2030 ​ 33 ​ 171,579 ​ $ 4,464 ​ 6.1% 2031 ​ 30 ​ 124,918 ​ $ 3,222 ​ 4.4% 2032 ​ 31 ​ 154,481 ​ $ 3,950 ​ 5.4% 2033 ​ 24 ​ 133,834 ​ $ 4,753 ​ 6.5% (1) Annual Rents consist of the in-place base rent to be received pursuant to each lease agreement (i.e. not on a straight-line basis).
These laws may impose liability for improper handling or a release into the environment of ACM and may 10 Table of Contents provide for fines to, and for third parties to seek recovery from, owners or operators of real properties for personal injury or improper work exposure associated with ACM. ​ When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time.
These laws may impose liability for improper handling or a release into the environment of ACM and may provide for fines to, and for third parties to seek recovery from, owners or operators of real properties for personal injury or improper work exposure associated with ACM. ​ When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time.
An investor’s rights in a mezzanine loan are usually governed by an intercreditor agreement that provides holders with the rights to cure defaults and exercise control on certain decisions of any senior debt secured by the same commercial property . 2022 Commercial Loans and Investments Portfolio .
An investor’s rights in a mezzanine loan are usually governed by an intercreditor agreement that provides holders with the rights to cure defaults and exercise control on certain decisions of any senior debt secured by the same commercial property . 2023 Commercial Loans and Investments Portfolio .
Our ultimate liability for environmental conditions may exceed the policy limits on any environmental insurance policies we obtain, if any. ​ 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 ultimate liability for environmental conditions may exceed the policy limits on any environmental insurance policies we obtain, if any. ​ 10 Table of Contents 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.
Real Estate Operations: ​ ● A portfolio of subsurface mineral interests associated with approximately 355,000 surface acres in 19 counties in the State of Florida (“Subsurface Interests”); and ​ ● An inventory of mitigation credits as well as mitigation credits to be produced by the Company’s formerly owned mitigation bank. ​ On December 10, 2021, the entity that held approximately 1,600 acres of undeveloped land in Daytona Beach, Florida (the “Land JV”), of which the Company previously held a 33.5% retained interest, completed the sale of all of its remaining land holdings for $66.3 million to Timberline Acquisition Partners, LLC an affiliate of Timberline Real Estate Partners (the “Land JV Sale”).
Real Estate Operations: A portfolio of subsurface mineral interests associated with approximately 352,000 surface acres in 19 counties in the State of Florida (“Subsurface Interests”); and an inventory of mitigation credits produced by the Company’s formerly owned mitigation bank. ​ On December 10, 2021, the entity that held approximately 1,600 acres of undeveloped land in Daytona Beach, Florida (the “Land JV”), of which the Company previously held a 33.5% retained interest, completed the sale of all of its remaining land holdings for $66.3 million to Timberline Acquisition Partners, LLC an affiliate of Timberline Real Estate Partners (the “Land JV Sale”).
Commercial first mortgage loans generally provide for a higher recovery rate due to their senior position in the underlying collateral. Commercial mezzanine 6 Table of Contents loans are typically secured by a pledge of the borrower’s equity ownership in the underlying commercial real estate. Unlike a mortgage, a mezzanine loan is not secured by a lien on the property.
Commercial first mortgage loans generally provide for a higher recovery rate due to their senior position in the underlying collateral. Commercial mezzanine loans are typically secured by a pledge of the borrower’s equity ownership in the underlying commercial real estate. Unlike a mortgage, a mezzanine loan is not secured by a lien on the property.
On December 29, 2022 the Company completed the sale of the entity that owned the Mitigation Bank for a sales price of $8.1 million resulting in a loss on disposition of assets of $11.9 million. A balance of mitigation credits and mitigation credit rights were retained by the Company as part of the sale agreement.
On December 29, 2022, the Company completed the sale of the entity that owned the Mitigation Bank for a sales price of $8.1 million resulting in a loss on disposition of assets of $11.9 million. A balance of mitigation credits and mitigation credit rights were retained by the Company as part of the sale 7 Table of Contents agreement.
These costs may be substantial and can exceed the value of the property. In addition, some environmental laws may create a lien on the contaminated site in favor of the government for damages and costs it incurs in connection with the contamination.
These costs may be substantial and 9 Table of Contents can exceed the value of the property. In addition, some environmental laws may create a lien on the contaminated site in favor of the government for damages and costs it incurs in connection with the contamination.
Proceeds to the Company after distributions to the other member of the Land JV, and before taxes, were $24.5 million. Prior to the completion of the Land JV Sale, the Company was engaged in managing the Land JV, as further described in Note 5, “Related Party Management Services Business” in the notes to the consolidated financial statements in Item 8.
Proceeds to the Company after distributions to the other member of the Land JV, and before taxes, were $24.5 million. Prior to the completion of the Land JV Sale, the Company was engaged in managing the Land JV, as further described in Note 5, “Management Services Business” in the notes to the consolidated financial statements in Item 8.
As a result of the Land JV Sale and corresponding dissolution of the Land JV, the Company no longer holds a retained interest in the Land JV as of December 31, 2021. ​ ​ 2 Table of Contents Our business also includes our investment in PINE.
As a result of the Land JV Sale and corresponding dissolution of the Land JV, the Company no longer holds a retained interest in the Land JV as of December 31, 2021. ​ Our business also includes our investment in PINE.
Commercial Loans and Investments: ​ ● A portfolio of three commercial loan investments and one preferred equity investment which is classified as a commercial loan investment.
Commercial Loans and Investments: A portfolio of four commercial loan investments and one preferred equity investment which is classified as a commercial loan investment.
Our strategy is to utilize leverage, when appropriate and necessary, and potentially proceeds from sales of income properties, the disposition or payoffs of our commercial loans and investments, certain transactions involving our Subsurface Interests or mitigation credits, and issuances of equity and debt securities to acquire income properties.
Our strategy is to utilize leverage, when appropriate and necessary, and potentially proceeds from sales of income properties, the disposition or payoffs of our commercial loans and investments, and certain transactions involving our Subsurface Interests or mitigation credits to acquire income properties.
We may pursue this strategy by monetizing certain of our single-tenant properties, and should we do so, we would seek to utilize the 1031 like-kind exchange structure to preserve the tax-deferred gain on the original transaction(s) that pertains to the replacement asset. As of December 31, 2022, the Company owned 8 single-tenant and 15 multi-tenant income properties in 9 states.
We may pursue this strategy by monetizing certain of our single-tenant properties, and should we do so, we would seek to utilize the 1031 like-kind exchange structure to preserve the tax-deferred gain on the original transaction(s) that pertains to the replacement asset. As of December 31, 2023, the Company owned 20 income properties in 8 states.
The Company also has an opportunity to achieve additional cash flows as manager of PINE pursuant to the terms of an annual incentive fee, as further described in Note 5, “Related Party Management Services Business” in the notes to the consolidated financial statements in Item 8.
The Company also has an opportunity to achieve additional cash flows as manager of PINE pursuant to the terms of an annual incentive fee, as further described in Note 5, “Management Services Business” in the notes to the consolidated financial statements in Item 8. Portfolio Management Agreement.
See Note 13, “Equity” for the Company’s disclosure related to the equity adjustments recorded during the three months ended March 31, 2021 in connection with the Merger. ​ In connection with the REIT conversion and the Merger, CTO FL applied to list CTO MD’s common stock on the New York Stock Exchange (the “NYSE”) under CTO FL’s ticker symbol, “CTO.” This application was approved, and CTO MD’s common stock began trading on the NYSE on February 1, 2021 under the ticker symbol “CTO.” ​ COMPETITION ​ The real estate industry is, in general, a highly competitive industry.
See Note 13, “Equity” for the Company’s disclosure related to the equity adjustments recorded during the year ended December 31, 2021 in connection with the Merger. ​ In connection with the REIT conversion and the Merger, CTO FL applied to list CTO MD’s common stock on the New York Stock Exchange (the “NYSE”) under CTO FL’s ticker symbol, “CTO.” This application was approved, and CTO MD’s common stock began trading on the NYSE on February 1, 2021 under the ticker symbol “CTO.” 8 Table of Contents ​ COMPETITION ​ The real estate industry is, in general, a highly competitive industry.
As a result of entering the Exclusivity and Right of First Offer Agreement with PINE (the “ROFO Agreement”) which generally prevents us from investing in single-tenant net lease income properties, our income property investment strategy will be focused on multi-tenant, primarily retail-oriented, properties.
As a result of entering the Exclusivity and Right of First Offer Agreement with PINE (the “ROFO Agreement”) which generally prevents us from investing in single-tenant net lease income properties, our income property investment strategy will continue to be focused on multi-tenanted, retail-based properties.
Our current portfolio of 8 single-tenant income properties generates $8.6 million of revenues from annualized straight-line base lease payments and had a weighted average remaining lease term of 5.7 years as of December 31, 2022.
Our current portfolio of 6 single-tenant income properties generates $5.6 million of revenues from annualized straight-line base lease payments and had a weighted average remaining lease term of 6.2 years as of December 31, 2023.
Following is a summary of these properties: ​ ​ ​ ​ ​ ​ ​ Tenant / Property City State Area (Square Feet) 125 Lincoln & 150 Washington ​ Santa Fe ​ NM ​ 137,209 369 N.
Following is a summary of these properties: ​ ​ ​ ​ ​ ​ ​ Tenant / Property City State Area (Square Feet) 125 Lincoln & 150 Washington ​ Santa Fe ​ NM ​ 136,240 369 N.
As of December 31, 2021, the Company’s commercial loans and investments portfolio included two commercial loan investments and two commercial properties with a carrying value of $39.1 million. 2020 Commercial Loans and Investments Portfolio.
As of December 31, 2021, the Company’s commercial loans and investments portfolio included two commercial loan investments and two commercial properties with a carrying value of $39.1 million. Provision for Impairment – Commercial Loans and Investments.
We believe that each of our properties has the necessary permits and approvals. 9 Table of Contents Americans With Disabilities Act.
We believe that each of our properties has the necessary permits and approvals. ​ Americans With Disabilities Act.
As of December 31, 2022, the fair value of our investment totaled $42.0 million, or 14.6% of PINE’s outstanding equity, including the units of limited partnership interest (“OP Units”) we hold in Alpine Income Property OP, LP (the “PINE Operating Partnership”), which are redeemable for cash, based upon the value of an equivalent number of shares of PINE common stock at the time of the redemption, or shares of PINE common stock on a one-for-one basis, at PINE’s election.
As of December 31, 2023, the fair value of our investment totaled $39.4 million, or 15.7% of PINE’s outstanding equity, including the units of limited partnership interest (“OP Units”) we hold in Alpine Income Property OP, LP (the “PINE Operating Partnership”), which are redeemable for cash, based upon the value of an equivalent number of shares of PINE common stock at the time of the redemption, or shares of PINE common stock on a one-for-one basis, at PINE’s election.
To that end, we have undertaken various initiatives, including the following: ● providing opportunities to participate in industry conferences; ● providing regular feedback to assist in employee development and providing opportunities for employees to provide suggestions to management and safely register complaints; ● focusing on creating a workplace that values employee health and safety; ● committing to the full inclusion of all qualified employees and applicants and providing equal employment opportunities to all persons, in accordance with the principles of the Equal Employment Opportunities Commission and the principles of the ADA; and ● appreciating the many contributions of a diverse workforce, understanding that diverse backgrounds bring diverse perspectives, and result in unique insights. ​ At December 31, 2022, the Company had 26 full-time employees and considers its employee relations to be satisfactory. 11 Table of Contents AVAILABLE INFORMATION The Company’s executive offices are located at 369 N.
To that end, we have undertaken various initiatives, including the following: ● providing opportunities to participate in industry conferences; ● providing regular feedback to assist in employee development and providing opportunities for employees to provide suggestions to management and safely register complaints; ● focusing on creating a workplace that values employee health and safety; ● committing to the full inclusion of all qualified employees and applicants and providing equal employment opportunities to all persons, in accordance with the principles of the Equal Employment Opportunities Commission and the principles of the ADA; and ● appreciating the many contributions of a diverse workforce, understanding that diverse backgrounds bring diverse perspectives, and result in unique insights. ​ At December 31, 2023, the Company had 33 full-time employees and considers its employee relations to be satisfactory.
The Company’s subsurface operations consist of revenue from the leasing of exploration rights and in some instances, additional revenues from royalties applicable to production from the leased acreage, which revenues are included within real estate operations in the consolidated statements of operations.
The Company leases certain of the Subsurface Interests to mineral exploration firms for exploration. The Company’s subsurface operations consist of revenue from the leasing of exploration rights and in some instances, additional revenues from royalties applicable to production from the leased acreage, which revenues are included within real estate operations in the consolidated statements of operations.
Additionally, two mitigation credits with a cost basis of $0.1 million were accrued for as an expense during the year ended December 31, 2021, as such credits are to be provided to buyers of land at no cost.
Additionally, two mitigation credits with a cost basis of $0.1 million were accrued for as an expense during the year ended December 31, 2021, as such credits are to be provided to buyers of land at no cost. Subsurface Interests. As of December 31, 2023, the Company owns 352,000 acres of Subsurface Interests.
Our targeted investment classes may include the following: ​ Primary asset classes ● Multi-tenant properties, with a focus on retail and mixed use, that are typically stabilized; and located in what we believe to be faster growing, business-friendly markets exhibiting accommodative business tax policies and outsized relative job and population growth; and ● Single-tenant retail or other commercial, double or triple net leased, properties that are typically stabilized and located in what we believe to be faster growing, business-friendly markets exhibiting accommodative business tax policies and outsized relative job and population growth that are compliant with our commitments under the PINE ROFO Agreement. ​ Other asset classes ● Ground leases, whether purchased or originated by the Company, that are compliant with our commitments under the ROFO Agreement; ● Self-developed retail or other commercial properties; ● Commercial loans and investments, whether purchased or originated by the Company, with loan terms of 1-10 years with strong risk-adjusted yields secured by property types to include hotel, retail, residential, land and industrial; ● Select regional area investments using Company national market knowledge and expertise to earn strong risk-adjusted yields; and ● Real estate-related investment securities, including commercial mortgage-backed securities, preferred or common stock, and corporate bonds. ​ Our investments in income-producing properties are typically subject to long-term leases.
In addition to our primary multi-tenanted, retail-based income-producing property investment strategy, our targeted investment classes may include the following: ​ Primary asset classes ● Multi-tenant properties, with a focus on retail and mixed use, that are typically stabilized; and located in what we believe to be faster growing, business-friendly markets exhibiting accommodative business tax policies and outsized relative job and population growth; and ● Single-tenant retail or other commercial, double or triple net leased, properties that are typically stabilized and located in what we believe to be faster growing, business-friendly markets exhibiting accommodative business 3 Table of Contents tax policies and outsized relative job and population growth that are compliant with our commitments under the PINE ROFO Agreement. ​ Other asset classes ● Ground leases, whether purchased or originated by the Company, that are compliant with our commitments under the ROFO Agreement; ● Self-developed retail or other commercial properties; ● Commercial loans and investments, whether purchased or originated by the Company, with loan terms of 1-10 years with strong risk-adjusted yields secured by property types to include hotel, retail, residential, land and industrial; ● Select regional area investments using Company national market knowledge and expertise to earn strong risk-adjusted yields; and ● Real estate-related investment securities, including commercial mortgage-backed securities, preferred or common stock, and corporate bonds. ​ Our access to capital includes raising equity or debt financing, and our sources of debt financing primarily includes our borrowing capacity under our revolving credit facility (as amended and restated, the “Credit Facility”) and term loans.
BUSINESS PLAN ​ Our business plan is primarily focused on investing in income-producing real estate, with a focus on multi-tenant, primarily retail-oriented, properties. We believe that focusing on multi-tenant properties will allow us to continue to broaden the credit base of our tenants.
BUSINESS PLAN ​ Our business plan is primarily focused on investing in multi-tenanted, retail-based income-producing properties. We believe that focusing on multi-tenant properties will allow us to continue to broaden the credit base of our tenants.
As a result of the Land JV Sale, no management fees pertaining to the Land JV were earned during the year end December 31, 2022.
As a result of the Land JV Sale, no management fees pertaining to the Land JV were earned during the years ended December 31, 2023 or 2022.
Triple-net leases generally require the tenant to pay property operating expenses such as real estate taxes, insurance, assessments and other governmental fees, utilities, repairs and maintenance, and capital expenditures.
Single-tenant leases are typically in the form of triple or double net leases and ground leases. Triple-net leases generally require the tenant to pay property operating expenses such as real estate taxes, insurance, assessments and other governmental fees, utilities, repairs and maintenance, and capital expenditures.
Of the aggregate $315.6 acquisition cost, $60.1 million was allocated to land, $208.3 million was allocated to buildings and improvements, $52.7 million was allocated to intangible assets pertaining to the in-place lease value, leasing costs, and above market lease value, and $5.5 million was allocated to intangible liabilities for the below market lease value.
Of the aggregate $80.3 million acquisition cost, $21.2 million was allocated to land, $53.6 million was allocated to buildings and improvements, and $8.7 million was allocated to intangible assets pertaining to the in-place lease value, leasing costs, and above market lease value and $3.2 million was allocated to intangible liabilities for the below market lease value.
In addition to our income property portfolio, as of December 31, 2022, our business included the following: Management Services: ​ ● A fee-based management business that is engaged in managing PINE, see Note 5, “Related Party Management Services Business” in the notes to the consolidated financial statements in Item 8.
In addition to our income property portfolio, as of December 31, 2023, our business included the following: Management Services: A fee-based management business that is engaged in managing PINE as well as a portfolio of assets pursuant to the Portfolio Management Agreement, both as further described in Note 5, “Management Services Business” in the notes to the consolidated financial statements in Item 8.
New York Avenue, Suite 201 Winter Park, Florida, and its telephone number is (407) 904-3324. The Company’s website is www.ctoreit.com.
AVAILABLE INFORMATION The Company’s executive offices are located at 369 N. New York Avenue, Suite 201 Winter Park, Florida, and its telephone number is (407) 904-3324. The Company’s website is www.ctoreit.com.
Any dividends received from PINE are included in investment and other income (loss) on the accompanying consolidated statements of operations. ​ The following is a summary of financial information regarding the Company’s business segments for the years ended December 31, 2022, 2021 and 2020 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 2020 Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ Income Properties ​ $ 68,857 ​ $ 50,679 ​ $ 49,953 Management Services ​ ​ 3,829 ​ ​ 3,305 ​ ​ 2,744 Interest Income from Commercial Loans and Investments ​ 4,172 ​ ​ 2,861 ​ 3,034 Real Estate Operations ​ ​ 5,462 ​ ​ 13,427 ​ ​ 650 Total Revenues ​ $ 82,320 ​ $ 70,272 ​ $ 56,381 Operating Income: ​ ​ ​ ​ ​ ​ ​ ​ ​ Income Properties ​ $ 48,493 ​ $ 36,864 ​ $ 37,964 Management Fee Income ​ ​ 3,829 ​ ​ 3,305 ​ ​ 2,744 Commercial Loans and Investments ​ ​ 4,172 ​ ​ 2,861 ​ ​ 3,034 Real Estate Operations ​ ​ 2,969 ​ ​ 4,812 ​ ​ (2,572) General and Administrative Expenses ​ ​ (12,899) ​ ​ (11,202) ​ ​ (11,567) Impairment Charges ​ ​ — ​ ​ (17,599) ​ ​ (9,147) Depreciation and Amortization ​ ​ (28,855) ​ ​ (20,581) ​ ​ (19,063) Gain (Loss) on Disposition of Assets ​ ​ (7,042) ​ ​ 28,316 ​ ​ 9,746 Gain (Loss) on Extinguishment of Debt ​ ​ — ​ ​ (3,431) ​ ​ 1,141 Total Operating Income ​ $ 10,667 ​ $ 23,345 ​ $ 12,280 Identifiable Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Income Properties ​ $ 902,427 ​ $ 630,747 ​ $ 531,325 Management Services ​ ​ 1,370 ​ ​ 1,653 ​ ​ 700 Commercial Loans and Investments ​ ​ 32,269 ​ ​ 39,095 ​ ​ 38,321 Real Estate Operations ​ ​ 4,041 ​ ​ 26,512 ​ ​ 59,717 Discontinued Real Estate Operations ​ ​ — ​ ​ — ​ ​ 833 Corporate and Other (1) ​ ​ 46,438 ​ ​ 35,132 ​ ​ 35,804 Total Assets ​ $ 986,545 ​ $ 733,139 ​ $ 666,700 (1) Corporate and other assets consist primarily of cash and restricted cash, property, plant, and equipment related to the other operations, as well as the general and corporate operations.
Any dividends received from PINE are included in investment and other income (loss) on the accompanying consolidated statements of operations. ​ ​ 2 Table of Contents The following is a summary of financial information regarding the Company’s business segments for the years ended December 31, 2023, 2022 and 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 2021 Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ Income Properties ​ $ 96,663 ​ $ 68,857 ​ $ 50,679 Management Services ​ ​ 4,388 ​ ​ 3,829 ​ ​ 3,305 Interest Income from Commercial Loans and Investments ​ 4,084 ​ ​ 4,172 ​ 2,861 Real Estate Operations ​ ​ 3,984 ​ ​ 5,462 ​ ​ 13,427 Total Revenues ​ $ 109,119 ​ $ 82,320 ​ $ 70,272 Operating Income: ​ ​ ​ ​ ​ ​ ​ ​ ​ Income Properties ​ $ 68,208 ​ $ 48,493 ​ $ 36,863 Management Fee Income ​ ​ 4,388 ​ ​ 3,829 ​ ​ 3,305 Commercial Loans and Investments ​ ​ 4,084 ​ ​ 4,172 ​ ​ 2,861 Real Estate Operations ​ ​ 2,261 ​ ​ 2,969 ​ ​ 4,813 General and Administrative Expenses ​ ​ (14,249) ​ ​ (12,899) ​ ​ (11,202) Impairment Charges ​ ​ (1,556) ​ ​ — ​ ​ (17,599) Depreciation and Amortization ​ ​ (44,173) ​ ​ (28,855) ​ ​ (20,581) Gain (Loss) on Disposition of Assets ​ ​ 7,543 ​ ​ (7,042) ​ ​ 28,316 Loss on Extinguishment of Debt ​ ​ — ​ ​ — ​ ​ (3,431) Total Operating Income ​ $ 26,506 ​ $ 10,667 ​ $ 23,345 Identifiable Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Income Properties ​ $ 887,345 ​ $ 902,427 ​ $ 630,747 Management Services ​ ​ 1,395 ​ ​ 1,370 ​ ​ 1,653 Commercial Loans and Investments ​ ​ 62,099 ​ ​ 32,269 ​ ​ 39,095 Real Estate Operations ​ ​ 2,343 ​ ​ 4,041 ​ ​ 26,512 Corporate and Other (1) ​ ​ 36,486 ​ ​ 46,438 ​ ​ 35,132 Total Assets ​ $ 989,668 ​ $ 986,545 ​ $ 733,139 (1) Corporate and other assets consist primarily of cash and restricted cash, property, plant, and equipment related to the other operations, as well as the general and corporate operations.
We have pursued our investment strategy by investing primarily through fee simple ownership of our properties, commercial loans and preferred equity. We own and manage, sometimes utilizing third-party property management companies, 23 commercial real estate properties in 9 states in the United States.
We have pursued our investment strategy by investing primarily through fee simple ownership of our properties, commercial loans and preferred equity. As of December 31, 2023, we own and manage, sometimes utilizing third-party property management companies, 20 commercial real estate properties in 8 states in the United States, comprising 3.7 million square feet of gross leasable space.
During the year ended December 31, 2022, the Company sold approximately 14,600 acres of subsurface oil, gas, and mineral rights for a sales price of $1.7 million. During the year ended December 31, 2021, the Company sold approximately 84,900 acres of subsurface oil, gas, and mineral rights for a sales price of $4.6 7 Table of Contents million.
During the year ended December 31, 2023, the Company sold 3,481 acres of Subsurface Interests for an aggregate sales price of $1.0 million. During the year ended December 31, 2022, the Company sold approximately 14,600 acres of subsurface oil, gas, and mineral rights for a sales price of $1.7 million.
New York Ave. ​ Winter Park ​ FL ​ 30,296 Ashford Lane ​ Atlanta ​ GA ​ 277,408 Beaver Creek Crossings ​ Apex ​ NC ​ 321,977 Crossroads Towne Center ​ Chandler ​ AZ ​ 244,072 Eastern Commons ​ Henderson ​ NV ​ 133,304 Jordan Landing ​ West Jordan ​ UT ​ 170,996 Madison Yards ​ Atlanta ​ GA ​ 162,521 Price Plaza ​ Katy ​ TX ​ 200,576 The Collection at Forsyth ​ Cummings ​ GA ​ 560,434 The Exchange at Gwinnett ​ Buford ​ GA ​ 69,266 The Shops at Legacy ​ Plano ​ TX ​ 237,366 The Strand at St.
New York Ave. ​ Winter Park ​ FL ​ 27,948 Ashford Lane ​ Atlanta ​ GA ​ 277,192 Beaver Creek Crossings ​ Apex ​ NC ​ 322,113 Crossroads Towne Center ​ Chandler ​ AZ ​ 221,658 Jordan Landing ​ West Jordan ​ UT ​ 170,996 Madison Yards ​ Atlanta ​ GA ​ 162,521 Plaza at Rockwall ​ Rockwall ​ TX ​ 446,521 Price Plaza ​ Katy ​ TX ​ 200,576 The Collection at Forsyth ​ Cumming ​ GA ​ 560,658 The Exchange at Gwinnett ​ Buford ​ GA ​ 93,366 The Shops at Legacy ​ Plano ​ TX ​ 237,572 The Strand at St.
The majority of leases have additional option periods beyond the original term of the lease, which typically are exercisable at the tenant’s option. MANAGEMENT SERVICES BUSINESS Our business plan includes generating revenue from managing PINE. Pursuant to the management agreement with PINE, the Company generates a base management fee equal to 1.5% of PINE’s total equity.
MANAGEMENT SERVICES BUSINESS Related Party Management of PINE. Our business plan includes generating revenue from managing PINE. Pursuant to the management agreement with PINE, the Company generates a base management fee equal to 1.5% of PINE’s total equity.
REAL ESTATE OPERATIONS Mitigation Credits and Mitigation Credit Rights. The Company owns mitigation credits and mitigation credit rights with an aggregate cost basis of $2.6 million as of December 31, 2022, representing a $22.1 million decrease from the balance as of December 31, 2021.
The Company owned mitigation credits with an aggregate cost basis of $1.0 million as of December 31, 2023. The Company owned mitigation credits and mitigation credit rights with an aggregate cost basis of $2.6 million as of December 31, 2022.
The sale of these six properties reflect a total disposition volume of $81.1 million, resulting in aggregate gains of $4.7 million. ​ Our current portfolio of 15 multi-tenant properties generates $66.6 million of revenue from annualized straight-line base lease payments and had a weighted average remaining lease term of 4.8 years as of December 31, 2022.
Our current portfolio of 14 multi-tenant properties generates $69.4 million of revenue from annualized straight-line base lease payments and had a weighted average remaining lease term of 4.3 years as of December 31, 2023.
(“CTO MD”), a wholly owned Maryland subsidiary of CTO FL (the “Merger”) in order to reincorporate in Maryland and facilitate its ongoing compliance with the REIT requirements by ensuring that certain standard REIT ownership limitations and transfer restrictions apply to CTO’s capital stock.
(“CTO MD”), a wholly owned Maryland subsidiary of CTO FL (the “Merger”) in order to reincorporate in Maryland and facilitate its ongoing compliance with the REIT requirements by ensuring that certain standard REIT ownership limitations and transfer restrictions apply to CTO’s capital stock. ​ As of December 31, 2020, the Company had completed certain internal reorganization transactions necessary to begin operating in compliance with the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes for the taxable year ended December 31, 2020. ​ On January 29, 2021, in connection with the REIT conversion, the Company completed the Merger.
Revenues and the cost of sales of mitigation credit sales are reported as revenues from, and direct costs of, real estate operations, respectively, in the consolidated statements of operations. During the year ended December 31, 2022, the Company sold 34 mitigation credits for proceeds of $3.5 million with a cost basis of $2.3 million.
During the year ended December 31, 2023, the Company sold 20 mitigation credits for proceeds of $2.3 million with a cost basis of $1.5 million. During the year ended December 31, 2022, the Company sold 34 mitigation credits for proceeds of $3.5 million with a cost basis of $2.3 million.
The $7.1 million impairment on the Company’s previously held retained interest in the Land JV was the result of a re-forecast of the anticipated undiscounted future cash flows to be received by the Company based on the estimated timing of future land sales from the Land JV. ​ REIT CONVERSION ​ On September 3, 2020, the Board unanimously approved a plan for the Company to elect to be subject to tax as a REIT for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2020.
The $17.6 million impairment charge recognized during the year ended December 31, 2021, is related to the Company’s previously held retained interest in the Land JV as a result of the estimated proceeds received in connection with the contract entered into with Timberline Acquisition Partners, an affiliate of Timberline Real Estate Partners (“Timberline”), which closed on December 10, 2021. ​ REIT CONVERSION AND MERGER ​ On September 3, 2020, the Board unanimously approved a plan for the Company to elect to be subject to tax as a REIT for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2020.
For multi-tenant properties, each tenant typically pays its proportionate share of the aforementioned operating expenses of the property, although for such properties we typically incur additional costs for property management services. Single-tenant leases are typically in the form of triple or double net leases and ground leases.
We may also self-develop multi-tenant income properties, as we have done in the past. ​ Our investments in income-producing properties are typically subject to longer-term leases. For multi-tenant properties, each tenant typically pays its proportionate share of the aforementioned operating expenses of the property, although for such properties we typically incur additional costs for property management services.
Cash payments for the release of surface entry rights totaled $0.2 million, $0.1 million, and $0.2 million during the years ended December 31, 2022, 2021 and 2020, respectively. Land Impairments. There were no impairment charges on the Company’s undeveloped land holdings, or its income property portfolio, during the years ended December 31, 2022, 2021, or 2020.
Cash payments for the release of surface entry rights totaled $0.7 million, $0.2 million, and $0.1 million during the years ended December 31, 2023, 2022 and 2021, respectively. Provision for Impairment – Investments in Joint Ventures.
Revenues received from oil royalties totaled less than $0.1 million during each respective year. The Company is not prohibited from selling any or all of its Subsurface Interests. The Company may release surface entry rights or other rights upon request of a surface owner for a negotiated release fee typically based on a percentage of the surface value.
The Company may release surface entry rights or other rights upon request of a surface owner for a negotiated release fee typically based on a percentage of the surface value.
During the year ended December 31, 2022, the Company acquired four multi-tenant income properties and one portfolio of three single-tenant properties for an aggregate purchase price of $314.0 million, or a total acquisition cost of 4 Table of Contents $315.6 million.
During the year ended December 31, 2023, the Company acquired four additional buildings within an existing multi-tenanted retail income property, one multi-tenanted retail income property, and one vacant land parcel adjacent to an existing multi-tenanted retail income property owned by the Company for an aggregate purchase price of $80.0 million, or a total acquisition cost of $80.3 million.
We sold 4 single-tenant income properties and two multi-tenant income properties during the year ended December 31, 2022.
We sold seven single-tenant income properties, five of which were outparcels to our property known as Crossroads Towne Center and Eastern Commons, and two multi-tenant income properties during the year ended December 31, 2023.
The weighted average amortization period for the intangible assets and liabilities was 6.0 years at acquisition. ​ During the year ended December 31, 2022, the Company sold six income properties, including (i) Party City, a single-tenant income property located in Oceanside, New York for $6.9 million, (ii) the Carpenter Hotel ground lease, a single-tenant income property located in Austin, Texas, which was recorded as a commercial loan investment prior to its disposition, for $17.1 million, (iii) the multi-tenant Westland Gateway Plaza located in Hialeah, Florida, which was recorded as a commercial loan investment prior to its disposition, for $22.2 million, (iv) Chuy’s, a single-tenant property, located in Jacksonville, Florida for $5.8 million, (v) Firebirds, a single-tenant property, located in Jacksonville, Florida for $5.5 million, and (vi) 245 Riverside, a multi-tenant office income property located in Jacksonville, Florida for $23.6 million.
The weighted average amortization period for the intangible assets and liabilities was 5.6 years at acquisition. ​ During the year ended December 31, 2023, the Company sold nine income properties, including (i) an outparcel of the property known as Eastern Commons, located in Henderson, Nevada, for $2.1 million, (ii) four outparcels of the property known as Crossroads Towne Center, located in Chandler, Arizona, for an aggregate sale price of $11.5 million, (iii) a single tenant office property located in Reston, Virginia leased to a subsidiary of General Dynamics for $18.5 million, (iv) a multi-tenanted retail property known as Westcliff, located in Fort Worth, Texas, for $14.8 million, (v) a multi-tenanted retail property known as Eastern Commons, located in Henderson, Nevada, for $18.2 million, and (vi) a single tenant office property known as Sabal Pavilion located in Tampa, Florida for $22.0 million.
We may acquire multi-tenant income properties, and possibly single-tenant net lease assets that fall outside our ROFO Agreement (hereinafter defined) with PINE, with proceeds from the sale of an income property currently in our portfolio, and because our current properties generally have low tax bases, we may seek to have the sale of the current income property qualify 3 Table of Contents for income tax deferral through the like-kind exchange provisions under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”). ​ Our access to sources of debt financing, particularly our borrowing capacity under our revolving credit facility (as amended and restated, the “Credit Facility”), also provide a source of capital for our investment strategy.
As our current properties generally have low tax basis, we may seek to have the sale of the current income property qualify for income tax deferral through the like-kind exchange provisions under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”).
In connection with marketing the loan portfolio in advance of their upcoming maturities, the Company recognized an aggregate impairment charge on the loan portfolio of $1.9 million. As of December 31, 2020, the Company’s commercial loans and investment portfolio included one commercial loan investment and two commercial properties with a carrying value of $38.3 million.
As of December 31, 2023, the Company’s commercial loans and investments portfolio included four commercial loan investments and one preferred equity investment with a carrying value of $61.8 million. 2022 Commercial Loans and Investments Portfolio .
Removed
As of December 31, 2022, we owned 8 single-tenant and 15 multi-tenant income-producing properties comprising 3.7 million square feet of gross leasable space.
Added
The sales of these nine properties reflect a total disposition volume of $87.1 million and resulted in aggregate gains on sales of $6.6 million, which 4 Table of Contents consisted of aggregate gains on disposition of $8.2 million, aggregate losses on disposition of $0.7 million, and an impairment charge prior to sale of $0.9 million.
Removed
We may also self-develop multi-tenant income properties, as we have done in the past. ​ We may also invest in commercial loans or similar financings secured by commercial real estate.
Added
Johns Town Center ​ Jacksonville ​ FL ​ 211,197 West Broad Village ​ Glen Allen ​ VA ​ 392,092 14 Multi-Tenant Properties ​ ​ ​ ​ ​ 3,460,650 Crabby's Oceanside ​ Daytona Beach ​ FL ​ 5,780 Fidelity ​ Albuquerque ​ NM ​ 210,067 LandShark Bar & Grill ​ Daytona Beach ​ FL ​ 6,264 MainStreet Portfolio (1) ​ Daytona Beach ​ FL ​ 29,681 6 Single-Tenant Properties ​ ​ ​ ​ ​ 251,792 20 Total Properties ​ ​ ​ ​ ​ 3,712,442 (1) The MainStreet Portfolio is comprised of 3 single tenant properties.
Removed
We may also acquire or originate commercial loans and investments, invest in securities of real estate companies, or make other shorter-term investments.
Added
The majority of leases have additional option periods beyond the original term of the lease, which typically are exercisable at the tenant’s option. Provision for Impairment – Income Properties. The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Removed
The structure of the base fee provides the Company with an opportunity for the base fee to grow should PINE’s independent board members determine to raise additional equity capital in the future.
Added
The fair value of long-lived assets required to be assessed for impairment is determined on a non-recurring basis using Level 3 inputs in the fair value hierarchy. These Level 3 inputs may include, but are not limited to, executed purchase and sale agreements on specific properties, third party valuations, discounted cash flow models, and other model-based techniques.
Removed
During the year ended December 31, 2020, the Company invested in four commercial loans totaling $28.2 million including one $21.0 million master lease classified as a commercial loan due to future repurchase rights.
Added
During the year ended December 31, 2023, the Company recorded a $0.9 million impairment charge on the sale of the Westcliff Property. The purchase and sale agreement for the Company’s sale of the Westcliff Property was executed on July 28, 2023.
Removed
In addition, the Company generated aggregate proceeds of $23.0 million resulting from (i) the sale of four of its commercial loans and investments for $20.0 million, of which the Company recognized a loss of $0.4 million, (ii) the repayment of its $2.0 million loan provided to the buyer of the Company’s former golf operations, and (iii) a $1.0 million principal payment on a loan prior to its disposal.
Added
The impairment charge of $0.9 million represents the sales price, less the book value of the asset as of September 30, 2023, less costs to sell. The sale of the Westcliff Property closed on October 12, 2023. There were no impairment charges on the Company’s income property portfolio during the years ended December 31, 2022 or 2021.
Removed
Mitigation credit sales totaled less than $0.1 million during the year ended December 31, 2020, which sales were offset by an aggregate charge to cost of sales totaling $3.1 million, comprised of (i) 42 mitigation credits with a cost basis of $2.9 million that were provided at no cost to buyers, (ii) the Company’s purchase of two mitigation credits for $0.2 million, and (iii) 31 mitigation credits with a cost basis of less than $0.1 million transferred to buyers of land previously sold and of which costs were accrued for in prior years at the time of the original land sale.
Added
On December 4, 2023, the Company entered into an asset management agreement with a third party to manage a portfolio of multi-tenant and single-tenant assets (the “Portfolio Management Agreement”).
Removed
Additionally, during the year ended December 31, 2020, the Company transferred 13.31 federal mitigation credits to the permit related to the land that gave rise to an environmental restoration matter that has been fully resolved as of December 31, 2021.
Added
Although the Company has no direct relationship with the third party, PINE is a lender to the third-party pursuant to a mortgage note originated by PINE which is secured by the portfolio.
Removed
These credits had an aggregate cost basis of $0.1 million and are included in general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2020. Subsurface Interests. As of December 31, 2022, the Company owns 355,000 acres of Subsurface Interests. The Company leases certain of the Subsurface Interests to mineral exploration firms for exploration.
Added
The Company is expected to receive asset management fees, disposition management fees, leasing commissions, and other fees related to the Company’s management and administration of the portfolio pursuant to the Portfolio Management Agreement.
Removed
During the year ended December 31, 2020, the Company sold 345 acres of subsurface interests totaling $0.4 million. During the years ended December 31, 2022, 2021, and 2020, the Company also received oil royalties from operating oil wells on 800 acres under a separate lease with a separate operator.
Added
The Company also entered into a revenue sharing agreement with PINE whereby PINE will receive the portion of fees earned by the Company under the Portfolio Management Agreement which are attributable to the single tenant properties within the portfolio.
Removed
The $17.6 million impairment charge recognized during the year ended December 31, 2021, is related to the Company’s previously held retained interest in the Land JV.
Added
During the year ended December 31, 2023, the Company recognized less than $0.1 million of revenue pursuant to the Portfolio Management Agreement, which is included in management fee income on the Company’s consolidated statement of operations. 6 Table of Contents Related Party Management of Land JV.
Removed
The aggregate impairment charge of $17.6 million is a result of eliminating the investment in joint ventures based on the final proceeds received through distributions of the Land JV in connection with closing the sale of substantially all of the Land JV’s remaining land to Timberline Acquisition Partners, an affiliate of Timberline Real Estate Partners (“Timberline”) , for a final sales price of $66.3 million.
Added
During the year ended December 31, 2023, the Company originated two loans for a total investment of $30.4 million and received cash repayments of principal totaling $1.0 million.
Removed
Additionally, during the year ended December 31, 2020, the Company recognized an aggregate $7.2 million impairment charge comprised of a $0.1 million impairment charge on one of the land parcels included in the Daytona Beach Development and a $7.1 million impairment charge on the Company’s previously held retained interest in the Land LV.
Added
Pursuant to ASC 326, Financial Instruments - Credit Losses, the Company measures and records a provision for current expected credit losses (“CECL”) each time a new investment is made or a loan is repaid, as well as if changes to estimates occur during a quarterly measurement period.
Removed
As of December 31, 2020, the Company had completed certain internal reorganization transactions necessary to begin operating in compliance with the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes for the taxable year ended December 31, 2020.
Added
We are unable to use historical data to estimate expected credit losses, as we have incurred no losses to date. Management utilizes a loss-rate method and considers macroeconomic factors to estimate its CECL allowance, which is calculated based on the amortized cost basis of the commercial loans.
Removed
In order to comply with certain REIT requirements set forth in the Code, we hold certain of our non-REIT assets and operations through taxable REIT subsidiaries (“TRSs”) and subsidiaries of TRSs. A TRS is a subsidiary of a REIT that is generally subject to U.S. federal corporate income tax on its earnings.
Added
During the year ended December 31, 2023, the Company recorded a $0.6 million impairment charge representing the provision for credit losses related to our commercial loans and investments. There were no such impairment charges during the years ended December 31, 2022 or 2021. REAL ESTATE OPERATIONS Mitigation Credits and Mitigation Credit Rights.
Removed
Net income from our TRSs either will be retained by our TRSs and used to fund their operations, or will be distributed to us, where it will either be reinvested by us into our business or available for distribution to our stockholders.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

83 edited+18 added−25 removed293 unchanged
Biggest changeThe COVID-19 Pandemic, or a future pandemic, could have material and adverse effects on our ability to successfully operate our business and, as a result, our financial condition, results of operations and cash flows due to, among other factors: ​ ● a complete or partial closure of, or other operational issues at, one or more of our properties resulting from government or tenant action; ● the reduced economic activity could severely impact our tenants' businesses, financial condition and liquidity and may cause one or more of our tenants to be unable to meet their obligations to us in full, or at all, or to otherwise seek modifications of such obligations; 39 Table of Contents ● the reduced economic activity could result in a recession, which could negatively impact consumer discretionary spending; ● difficulty accessing debt and equity capital on attractive terms, or at all, and 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 on a timely basis; ● a general decline in business activity and demand for real estate transactions could adversely affect our ability or desire to grow our portfolio of properties; ● a deterioration in our or our tenants’ ability to operate in affected areas or delays in the supply of products or services to us or our tenants from vendors that are needed for our or our tenants' efficient operations could adversely affect our operations and those of our tenants; and ● the potential negative impact on the health of the Company’s personnel, particularly if a significant number of them are impacted, could result in a deterioration in our ability to ensure business continuity during a disruption.
Biggest changeAllegations of improper conduct by private litigants or regulators, regardless of veracity, may harm our reputation, and adversely impact our ability to grow our business or maintain our management of PINE or the ventures in which we have a financial interest. ​ An epidemic or pandemic (such as the outbreak and worldwide spread of COVID-19), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, may precipitate or materially exacerbate one or more of the other risks, and may significantly disrupt our tenants’ ability to operate their businesses and/or pay rent to us or prevent us from operating our business in the ordinary course for an extended period. ​ 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; 40 Table of Contents ● 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 the Company’s personnel, particularly if a significant number are impacted, or the impact of government actions or restrictions, including stay-at-home orders, restricting access to the Company’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.
A key element of PINE’s success includes its ability to raise additional equity capital to fund its goals for growth. Our successful performance as the manager of PINE therefore depends, in part, our ability to assist PINE in raising equity capital in amounts sufficient to support PINE’s goals and on acceptable terms.
A key element of PINE’s success includes its ability to raise additional equity capital to fund its goals for growth. Our successful performance as the manager of PINE therefore depends, in part, on our ability to assist PINE in raising equity capital in amounts sufficient to support PINE’s goals and on acceptable terms.
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 and its variants, 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. ​ The occurrence of any of the risks described above may cause the performance and value of our properties to decline, which could materially and adversely affect us. ​ Adverse changes in U.S., global and local regions or markets that impact our tenants’ businesses may materially and adversely affect us generally and the ability of our tenants to make rental payments to us pursuant to our leases. ​ Our results of operations, as well as the results of operations of our tenants, are sensitive to changes in U.S., global and local regions or markets that impact our tenants’ businesses.
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 13 Table of Contents and management services; ● acts of God, including natural disasters and global pandemics, such as the COVID-19 Pandemic and its variants, 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. ​ The occurrence of any of the risks described above may cause the performance and value of our properties to decline, which could materially and adversely affect us. ​ Adverse changes in U.S., global and local regions or markets that impact our tenants’ businesses may materially and adversely affect us generally and the ability of our tenants to make rental payments to us pursuant to our leases. ​ Our results of operations, as well as the results of operations of our tenants, are sensitive to changes in U.S., global and local regions or markets that impact our tenants’ businesses.
Actions by these stockholders, including trading activity, could have a material adverse impact on the trading price of our stock. ● The Company may be unable to obtain debt or equity capital on favorable terms, if at all, or additional borrowings may impact our liquidity or ability to monetize any assets securing such borrowings. ● Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to service or pay our debt. ● Our operations and properties could be adversely affected in the event of natural disasters, pandemics, or other significant disruptions. ● We may encounter environmental problems which require remediation or the incurrence of significant costs to resolve, which could adversely impact our financial condition, results of operations, and cash flows. ● 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 qualify 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. ● If we failed to distribute our Pre-REIT Conversion Earnings and Profits, we could fail to qualify as a REIT. ● 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. ● If we are not successful in utilizing the Section 1031 like-kind exchange structure in deploying the proceeds from dispositions of income properties, or our Section 1031 like-kind exchange transactions are disqualified, we could incur significant taxes and our results of operations and cash flows could be adversely impacted. ● Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends. ​ RISK FACTORS Our business is subject to a number of significant risks.
Actions by these stockholders, including trading activity, could have a material adverse impact on the trading price of our stock. ● The Company may be unable to obtain debt or equity capital on favorable terms, if at all, or additional borrowings may impact our liquidity or ability to monetize any assets securing such borrowings. ● Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to service or pay our debt. ● Our operations and properties could be adversely affected in the event of natural disasters, pandemics, or other significant disruptions. 12 Table of Contents ● We may encounter environmental problems which require remediation or the incurrence of significant costs to resolve, which could adversely impact our financial condition, results of operations, and cash flows. ● 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 qualify 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. ● If we failed to distribute our Pre-REIT Conversion Earnings and Profits, we could fail to qualify as a REIT. ● 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. ● If we are not successful in utilizing the Section 1031 like-kind exchange structure in deploying the proceeds from dispositions of income properties, or our Section 1031 like-kind exchange transactions are disqualified, we could incur significant taxes and our results of operations and cash flows could be adversely impacted. ● Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends. ​ RISK FACTORS Our business is subject to a number of significant risks.
Real estate assets are subject to various risks, including but not limited to the following: ​ ● Adverse changes in national, regional, and local economic and market conditions where our properties or the properties underlying a loan investment are located; 22 Table of Contents ● Competition from other real estate companies similar to ours and competition for tenants, including competition based on rental rates, age and location of the property and the quality of maintenance, insurance, and management services; ● Changes in tenant preferences that reduce the attractiveness and marketability of our income properties to tenants or decreases in market rental rates; ● Zoning or other local regulatory restrictions, or other factors pertaining to the local government institutions which inhibit interest in the markets in which our income-producing assets are located; ● Costs associated with the need to periodically repair, renovate or re-lease our income 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; ● Commodities prices; ● Illiquidity of real estate investments which may limit our ability to modify our income-producing asset portfolios promptly in response to changes in economic or other conditions; ● Acts of God, including natural disasters, which may result in uninsured losses; and ● Acts of war or terrorism, including consequences of terrorist attacks. ​ If any of these or similar events occurs, it may reduce our return from an affected real estate asset or investment which could adversely impact our financial condition, results of operations and cash flows.
Real estate assets are subject to various risks, including but not limited to the following: ​ ● Adverse changes in national, regional, and local economic and market conditions where our properties or the properties underlying a loan investment are located; ● Competition from other real estate companies similar to ours and competition for tenants, including competition based on rental rates, age and location of the property and the quality of maintenance, insurance, and management services; ● Changes in tenant preferences that reduce the attractiveness and marketability of our income properties to tenants or decreases in market rental rates; ● Zoning or other local regulatory restrictions, or other factors pertaining to the local government institutions which inhibit interest in the markets in which our income-producing assets are located; ● Costs associated with the need to periodically repair, renovate or re-lease our income 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; ● Commodities prices; ● Illiquidity of real estate investments which may limit our ability to modify our income-producing asset portfolios promptly in response to changes in economic or other conditions; ● Acts of God, including natural disasters, which may result in uninsured losses; and ● Acts of war or terrorism, including consequences of terrorist attacks. ​ If any of these or similar events occurs, it may reduce our return from an affected real estate asset or investment which could adversely impact our financial condition, results of operations and cash flows.
If we are unable to anticipate and respond promptly to trends in the market, our occupancy levels and rental amounts may decline. ​ Any of the foregoing factors could adversely affect the financial condition of our retail tenants and the willingness of retail operators to lease space at our income properties.
If we are unable to anticipate and respond promptly to trends in the market, our occupancy levels and rental income may decline. ​ Any of the foregoing factors could adversely affect the financial condition of our retail tenants and the willingness of retail operators to lease space at our income properties.
Accordingly, no assurance can be given that our actual results of operations for any particular taxable year will satisfy such requirements. ​ 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; ● 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.
Accordingly, no assurance can be given that our actual results of operations for any particular taxable year will satisfy such requirements. ​ 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; ● 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. ​ 31 Table of Contents In addition, if we fail to remain qualified as a REIT, we will no longer be required to make distributions.
Any such liability may be imposed without regard to whether the Company’s management had knowledge, were notified or were otherwise aware of the origination of the environmental or wetland issues or were responsible for their occurrence.
Any such liability may be imposed without regard to whether the Company’s management had knowledge, were notified or were otherwise aware of the origination of the environmental issues or were responsible for their occurrence.
Our lack of compliance with applicable law could result in, among other things, our inability to enforce contracts, our default under contracts (including our management agreements with PINE) and our ineligibility to contract with and receive revenue from PINE.
Our lack of compliance with applicable law could result in, among other things, our inability to enforce contracts, our default under contracts (including our agreements with PINE) and our ineligibility to contract with and receive revenue from PINE.
There can be no assurance, however, that we will be able to comply with the 20% limitation or to avoid application of the 100% excise tax. ​ If we are not successful in utilizing the Section 1031 like-kind exchange structure in deploying the proceeds from dispositions of income properties, or our Section 1031 like-kind exchange transactions are disqualified, we could incur significant taxes and our results of operations and cash flows could be adversely impacted. ​ Although, as a REIT, we generally will not be subject to U.S. federal income tax on the taxable income that we distribute to our stockholders, we will nevertheless pay tax at the highest applicable regular U.S. federal corporate income tax rate (currently 21%) if we recognize built-in gain on the sale or disposition of any asset we held on January 1, 2020 (the first day of our first REIT year), during the five-year period after such date (the “Built-in Gains Tax”).
There can be no assurance, however, that we will be able to comply with the 20% limitation or to avoid application of the 100% excise tax. ​ ​ 34 Table of Contents If we are not successful in utilizing the Section 1031 like-kind exchange structure in deploying the proceeds from dispositions of income properties, or our Section 1031 like-kind exchange transactions are disqualified, we could incur significant taxes and our results of operations and cash flows could be adversely impacted. ​ Although, as a REIT, we generally will not be subject to U.S. federal income tax on the taxable income that we distribute to our stockholders, we will nevertheless pay tax at the highest applicable regular U.S. federal corporate income tax rate (currently 21%) if we recognize built-in gain on the sale or disposition of any asset we held on January 1, 2020 (the first day of our initial REIT taxable year), during the five-year period after such date (the “Built-in Gains Tax”).
As a result, we and our stockholders have limited rights against our present and former directors and executive officers, which could limit your recourse in the event of actions not in your best interest. ​ ​ 30 Table of Contents Risks Related to Our Qualification and Operation as a REIT ​ 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. ​ We believe that our organization and method of operation has enabled us to meet the requirements for qualification and taxation as a REIT commencing with our taxable year ended December 31, 2020, and we intend to continue to be organized and operate in such a manner.
As a result, we and our stockholders have limited rights against our present and former directors and executive officers, which could limit your recourse in the event of actions not in your best interest. ​ Risks Related to Our Qualification and Operation as a REIT ​ 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. ​ We believe that our organization and method of operation has enabled us to meet the requirements for qualification and taxation as a REIT commencing with our taxable year ended December 31, 2020, and we intend to continue to be organized and operate in such a manner.
We could be materially and adversely affected if a tenant representing a significant portion of our operating results or a number of our tenants were unable to meet their obligations to us. ​ Retail properties, particularly those with multiple tenants, depend on the presence of and successful operation of an anchor tenant or tenants and the failure of such tenant’s business or the loss of the anchor tenant(s) could adversely affect the overall success of our property and thereby could adversely impact our financial condition, results of operations and cash flows. ​ Retail properties, like other properties, are subject to the risk that tenants may be unable to make their lease payments or may decline to extend a lease upon its expiration.
We could be materially and adversely affected if a tenant representing a significant portion of our operating results or a number of our tenants were unable to meet their obligations to us. ​ 14 Table of Contents Retail properties, particularly those with multiple tenants, depend on the presence of and successful operation of an anchor tenant or tenants and the failure of such tenant’s business or the loss of the anchor tenant(s) could adversely affect the overall success of our property and thereby could adversely impact our financial condition, results of operations and cash flows. ​ Retail properties, like other properties, are subject to the risk that tenants may be unable to make their lease payments or may decline to extend a lease upon its expiration.
If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our taxable income and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on our total return to our stockholders. ​ 33 Table of Contents There are limits on our ownership of TRSs and our transactions with a TRS may cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on arm’s-length terms. ​ Overall, no more than 20% of the value of a REIT’s assets may consist of stock or securities of one or more TRS.
If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our taxable income and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on our total return to our stockholders. ​ There are limits on our ownership of TRSs and our transactions with a TRS may cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on arm’s-length terms. ​ Overall, no more than 20% of the value of a REIT’s assets may consist of stock or securities of one or more TRS.
Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “Risk Factors” and should be carefully considered, together with other information in this Annual Report on Form 10-K and our other filings with the SEC, before making an investment decision regarding our securities. ● We are subject to risks related to the ownership of commercial real estate that could affect the performance and value of our properties. ● Adverse changes in U.S., global and local regions or markets that impact our tenants’ businesses may materially and adversely affect us generally and the ability of our tenants to make rental payments to us pursuant to our leases. ● Our business is dependent upon our tenants successfully operating their businesses, and their failure to do so could materially and adversely affect us. ● The loss of revenues from our income property portfolio or certain tenants would adversely impact our results of operations and cash flows. ● Retail properties, particularly those with multiple tenants, depend on the presence of and successful operation of an anchor tenant or tenants and the failure of such tenant’s business or the loss of the anchor tenant(s) could adversely affect the overall success of our property and thereby could adversely impact our financial condition, results of operations and cash flows. ● We are subject to risks that affect the general retail environment in the United States, such as weakness in the economy, the level of consumer spending, the adverse financial condition of large consumer retail companies and competition from discount and internet retailers, any of which could adversely affect market rents for retail space and the willingness or ability of retail tenants to lease space in our multi-tenant properties. ● A significant portion of the revenue we generate from our income property portfolio is concentrated in specific industry classifications and/or geographic locations and any prolonged dislocation in those industries or downturn in those geographic areas would adversely impact our results of operations and cash flows. ● Our revenues include receipt of management fees and potentially incentive fees derived from our provision of management services to PINE and the loss or failure, or decline in the business or assets, of PINE could substantially reduce our revenues. ● There are various potential conflicts of interest in our relationship with PINE, including our executive officers and/or directors who are also officers and/or directors of PINE, which could result in decisions that are not in the best interest of our stockholders. 12 Table of Contents ● A part of our investment strategy is focused on investing in commercial loans and investments which may involve credit risk. ● We may invest in fixed-rate loan investments, and an increase in 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.
Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “Risk Factors” and should be carefully 11 Table of Contents considered, together with other information in this Annual Report on Form 10-K and our other filings with the SEC, before making an investment decision regarding our securities. ● We are subject to risks related to the ownership of commercial real estate that could affect the performance and value of our properties. ● Adverse changes in U.S., global and local regions or markets that impact our tenants’ businesses may materially and adversely affect us generally and the ability of our tenants to make rental payments to us pursuant to our leases. ● Our business is dependent upon our tenants successfully operating their businesses, and their failure to do so could materially and adversely affect us. ● The loss of revenues from our income property portfolio or certain tenants would adversely impact our results of operations and cash flows. ● Retail properties, particularly those with multiple tenants, depend on the presence of and successful operation of an anchor tenant or tenants and the failure of such tenant’s business or the loss of the anchor tenant(s) could adversely affect the overall success of our property and thereby could adversely impact our financial condition, results of operations and cash flows. ● We are subject to risks that affect the general retail environment in the United States, such as weakness in the economy, the level of consumer spending, the adverse financial condition of large consumer retail companies and competition from discount and internet retailers, any of which could adversely affect market rents for retail space and the willingness or ability of retail tenants to lease space in our multi-tenant properties. ● A significant portion of the revenue we generate from our income property portfolio is concentrated in specific industry classifications and/or geographic locations and any prolonged dislocation in those industries or downturn in those geographic areas would adversely impact our results of operations and cash flows. ● Our revenues include receipt of management fees and potentially incentive fees derived from our provision of management services to PINE and the loss or failure, or decline in the business or assets, of PINE could substantially reduce our revenues. ● There are various potential conflicts of interest in our relationship with PINE, including our executive officers and/or directors who are also officers and/or directors of PINE, which could result in decisions that are not in the best interest of our stockholders. ● A part of our investment strategy is focused on investing in commercial loans and investments which may involve credit risk or the risk that our borrowers will fail to pay scheduled contractual payments to us when due. ● 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.
To limit the risk of counterparty default, we generally seek to enter into hedging 25 Table of Contents arrangements with counterparties that are large, creditworthy financial institutions typically rated at least "A/A2" by S&P and Moody's, respectively. ​ Developing an effective strategy for dealing with alterations in interest rates is complex and any strategy aimed at managing exposures to changing interest rates would likely not be able to completely insulate us from risks associated with such fluctuations.
To limit the risk of counterparty default, we generally seek to enter into hedging arrangements with counterparties that are large, creditworthy financial institutions typically rated at least "A/A2" by S&P and Moody's, respectively. ​ Developing an effective strategy for dealing with alterations in interest rates is complex and any strategy aimed at managing exposures to changing interest rates would likely not be able to completely insulate us from risks associated with such fluctuations.
Declines in the market values of our investment in PINE may adversely affect periodic reported results. ​ We hold a significant equity interest in PINE as of December 31, 2022 including the OP Units we hold in the PINE Operating Partnership as further described in Note 1, “Organization” in the notes to the consolidated financial statements in Item 8.
Declines in the market values of our investment in PINE may adversely affect periodic reported results. ​ We hold a significant equity interest in PINE as of December 31, 2023 including the OP Units we hold in the PINE Operating Partnership as further described in Note 1, “Organization” in the notes to the consolidated financial statements in Item 8.
The business environment for retail operators and the market for retail space have previously been, and could again be, adversely affected by weakness in the national, regional and local economies, the level of consumer spending and consumer confidence, the adverse financial condition of some large retail companies, the 15 Table of Contents consolidation of operators that occurs from time to time in the retail sector, any excess amount of retail space in a number of markets and increasing competition from discount retail operators, outlet malls, internet or e-commerce retail businesses and other online businesses.
The business environment for retail operators and the market for retail space have previously been, and could again be, adversely affected by weakness in the national, regional and local economies, the level of consumer spending and consumer confidence, the adverse financial condition of some large retail companies, the consolidation of operators that occurs from time to time in the retail sector, any excess amount of retail space in a number of markets and increasing competition from discount retail operators, outlet malls, internet or e-commerce retail businesses and other online businesses.
If it is determined that we had undistributed Pre-REIT Conversion Earnings and Profits as of the end of any taxable year in which we elect to qualify as a REIT, and we are unable to cure the failure to distribute such earnings and profits, then we would fail to qualify as a REIT under the Code. ​ 31 Table of Contents Failure to make required distributions would subject us to U.S. federal corporate income tax. ​ We intend to continue to operate in a manner so as to maintain our qualification as a REIT for U.S. federal income tax purposes.
If it is determined that we had undistributed Pre-REIT Conversion Earnings and Profits as of the end of any taxable year in which we elect to qualify as a REIT, and we are unable to cure the failure to distribute such earnings and profits, then we would fail to qualify as a REIT under the Code. ​ Failure to make required distributions would subject us to U.S. federal corporate income tax. ​ We intend to continue to operate in a manner so as to maintain our qualification as a REIT for U.S. federal income tax purposes.
There can be no assurance that environmental liabilities have not developed since 28 Table of Contents these environmental assessments were performed or that future uses or conditions (including changes in applicable environmental laws and regulations) or new information about previously unidentified historical conditions will not result in the imposition of environmental liabilities. ​ If we are subject to any material costs or liabilities associated with environmental, our financial condition, results of operations and our cash flows could be adversely affected.
There can be no assurance that environmental liabilities have not developed since these environmental assessments were performed or that future uses or conditions (including changes in applicable environmental laws and regulations) or new information about previously unidentified historical conditions will not result in the imposition of environmental liabilities. ​ If we are subject to any material costs or liabilities associated with environmental, our financial condition, results of operations and our cash flows could be adversely affected.
All of these factors could have a material adverse effect on us. 18 Table of Contents We may be unable to successfully operate PINE’s business. ​ We are paid a management fee to manage PINE’s business and we may be paid an incentive fee which will depend on numerous factors, including our ability to make investments on behalf of PINE that generate attractive, risk-adjusted returns, and thereby result in PINE’s stockholders achieving a necessary level of return.
All of these factors could have a material adverse effect on us. ​ We may be unable to successfully operate PINE’s business. ​ We are paid a management fee to manage PINE’s business and we may be paid an incentive fee which will depend on numerous factors, including our ability to make investments on behalf of PINE that generate attractive, risk-adjusted returns, and thereby result in PINE’s stockholders achieving a necessary level of return.
You should carefully consider the following risks and all the other information set forth in this Annual Report on Form 10-K, including the consolidated financial statements and the notes thereto. ​ ​ 13 Table of Contents Risks Related to Our Business ​ Income Property Operations ​ We are subject to risks related to the ownership of commercial real estate that could affect the performance and value of our properties. ​ Factors beyond our control can affect the performance and value of our properties.
You should carefully consider the following risks and all the other information set forth in this Annual Report on Form 10-K, including the consolidated financial statements and the notes thereto. ​ Risks Related to Our Business ​ Income Property Operations ​ We are subject to risks related to the ownership of commercial real estate that could affect the performance and value of our properties. ​ Factors beyond our control can affect the performance and value of our properties.
Upon adoption, the Company recorded a $7.0 million adjustment to reduce additional paid-in capital to eliminate the non-cash equity component of the 2025 Notes with corresponding offsets including (i) a $4.0 million cumulative effect adjustment to the opening balance of retained earnings 27 Table of Contents and (ii) a $3.0 million adjustment to eliminate the non-cash portion of the convertible notes discount, net of accumulated amortization (the “2025 Notes Adjustment”).
Upon adoption, the Company recorded a $7.0 million adjustment to reduce additional paid-in capital to eliminate the non-cash equity component of the 2025 Notes with corresponding offsets including (i) a $4.0 million cumulative effect adjustment to the opening balance of retained earnings and (ii) a $3.0 million adjustment to eliminate the non-cash portion of the convertible notes discount, net of accumulated amortization (the “2025 Notes Adjustment”).
However, we can provide such non-customary services to tenants or share in the revenue from such services if we do so through a TRS, though income earned by such TRS will be subject to U.S. federal corporate income tax. ​ The prohibited transactions tax may limit our ability to dispose of our properties. ​ A REIT’s net income from prohibited transactions is subject to a 100% tax.
However, we can provide such non-customary services to tenants or share in the revenue from such services if we do so through a TRS, though income earned by such TRS will be subject to U.S. federal corporate income tax. ​ ​ 33 Table of Contents The prohibited transactions tax may limit our ability to dispose of our properties. ​ A REIT’s net income from prohibited transactions is subject to a 100% tax.
Therefore, our business may also be adversely affected by future changes in laws, regulations, policies or interpretations or regulatory approaches to compliance and enforcement. ​ Various legislative bodies have also considered altering the existing framework governing creditors' rights and mortgage products including legislation that would result in or allow loan modifications of various sorts.
Therefore, our business may also be adversely affected by future changes in laws, regulations, policies or interpretations or regulatory approaches to compliance and enforcement. 37 Table of Contents Various legislative bodies have also considered altering the existing framework governing creditors' rights and mortgage products including legislation that would result in or allow loan modifications of various sorts.
In addition to the various forms of natural disasters that could impact our operations and the performance of our income producing assets, pandemics occurring throughout the world could lead to disruptions in the global economy or significant economies throughout the world which could adversely impact our tenant’s operations, their ability to pay rent and consequently our financial condition, results of operations and cash flows may be adversely impacted.
In addition to the various forms of natural disasters that could impact our operations and the performance of our income producing assets, pandemics occurring throughout the world could lead to disruptions in the global economy or significant economies throughout the world which could adversely impact our tenant’s operations, their ability to pay rent and consequently our 28 Table of Contents financial condition, results of operations and cash flows may be adversely impacted.
Reductions in the fair value of our investments could decrease the amounts we may borrow to purchase additional commercial loan or similar financing investments, which could impact our ability to increase our operating results and cash flows.
Reductions in the fair value of our investments could decrease the amounts we may borrow to purchase additional commercial loans or similar financing investments, which could impact our ability to increase our operating results and cash flows.
In addition, the value of the underlying real estate may be adversely affected by some or all of the risks referenced above that pertain to the income-producing properties that we own. ​ 21 Table of Contents Commercial loans we may invest in may be backed by individual or corporate guarantees from borrowers or their affiliates which guarantees are not secured.
In addition, the value of the underlying real estate may be adversely affected by some or all of the risks referenced above that pertain to the income-producing properties that we own. ​ Commercial loans we may invest in may be backed by individual or corporate guarantees from borrowers or their affiliates which guarantees are not secured.
In the event of a rising interest rate environment, rates could create a mismatch between the income we generate from our income-producing assets and management fee income streams and the interest expense incurred on our floating rate debt that could have a significant adverse effect on our financial condition, our operating results and, our cash flows.
In the event of a rising interest rate environment, rates could create a mismatch between the income we generate from our income-producing assets and management fee income streams and the interest expense incurred on our floating rate debt that could have a significant adverse effect on our financial condition, 26 Table of Contents our operating results and, our cash flows.
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. ● The Company’s real estate investments are generally illiquid. ● 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 Company has several stockholders that beneficially own more than 5% of the Company’s outstanding common stock and exercise the related voting rights of those shares.
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. ● The Company’s real estate investments are generally illiquid. ● 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 Company may from time to time have stockholders that beneficially own more than 5% of the Company’s outstanding common stock and exercise the related voting rights of those shares.
Any financial hardship and/or economic downturns in the financial industry, including a downturn similar to the financial crisis in 2007 through 2009, or in the states noted could have an adverse effect on our results of operations and cash flows. Certain provisions of the Company’s leases may be unenforceable.
Any financial hardship and/or economic downturns in the financial industry, including a downturn similar 16 Table of Contents to the financial crisis in 2007 through 2009, or in the states noted could have an adverse effect on our results of operations and cash flows. Certain provisions of the Company’s leases may be unenforceable.
In addition, certain income from hedging transactions entered into to hedge existing hedging positions after any portion of 32 Table of Contents the hedged indebtedness or property is extinguished or disposed of will not be included in income for purposes of the 75% and 95% gross income tests.
In addition, certain income from hedging transactions entered into to hedge existing hedging positions after any portion of the hedged indebtedness or property is extinguished or disposed of will not be included in income for purposes of the 75% and 95% gross income tests.
These various development activities, particularly the development of new income properties, is subject to a number of risks, including risks associated with construction work and risks of cost overruns due to construction delays or other factors that may 17 Table of Contents increase the expected costs of a project.
These various development activities, particularly the development of new income properties, is subject to a number of risks, including risks associated with construction work and risks of cost overruns due to construction delays or other factors that may increase the expected costs of a project.
As a result, we may be forced to take other actions to meet those obligations, such as selling properties, raising equity, or delaying capital expenditures, any of which may not be feasible or could have a material adverse effect on us.
As a result, we may be forced to take other 25 Table of Contents actions to meet those obligations, such as selling properties, raising equity, or delaying capital expenditures, any of which may not be feasible or could have a material adverse effect on us.
To help insure that we meet these tests, our charter restricts the acquisition and ownership of shares of our capital stock. 34 Table of Contents Our charter, with certain exceptions, requires our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT.
To help insure that we meet these tests, our charter restricts the acquisition and ownership of shares of our capital stock. ​ Our charter, with certain exceptions, requires our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT.
In addition, some of our competitors may have higher risk tolerances or different assessments of investment risk, which could allow them to consider a wider variety of income property acquisitions and establish more 16 Table of Contents relationships than us.
In addition, some of our competitors may have higher risk tolerances or different assessments of investment risk, which could allow them to consider a wider variety of income property acquisitions and establish more relationships than us.
Certain environmental laws also impose liability in connection with the handling of or exposure to asbestos-containing materials, pursuant to which third parties may seek recovery from owners of real properties for personal injuries associated with asbestos-containing materials.
Certain environmental laws also impose liability in connection with the handling of or exposure to asbestos-containing materials, pursuant to which third parties may seek recovery from owners of real properties for 29 Table of Contents personal injuries associated with asbestos-containing materials.
Reduced business activities, market capitalizations or stockholder returns, sales of assets or the failure of PINE or the termination of our management agreement with PINE could materially reduce our revenues and our profitability thereby adversely impacting our cash flows and results of operations.
Reduced business activities, market capitalizations or stockholder returns, sales of assets or the failure of PINE or the termination of our management agreement with PINE 17 Table of Contents could materially reduce our revenues and our profitability thereby adversely impacting our cash flows and results of operations.
The promulgation of policies, laws or regulations relating to climate change by governmental authorities in the U.S. and the markets in which the Company owns real estate may require the Company to invest additional capital in our income 29 Table of Contents properties.
The promulgation of policies, laws or regulations relating to climate change by governmental authorities in the U.S. and the markets in which the Company owns real estate may require the Company to invest additional capital in our income properties.
Misconduct by an employee might rise to the level of a default that would permit PINE or the ventures we manage to terminate the management agreements with us for cause and without paying a termination fee, which could materially adversely affect our business, results of operations and financial condition.
Misconduct by an employee might rise to the level of a default that would permit PINE or the ventures we manage from time to time to terminate their agreements with us for cause and without paying a termination fee, which could materially adversely affect our business, results of operations and financial condition.
Any such non-cash charges could have an adverse effect on our financial condition and results of operations. 23 Table of Contents From time to time we make investments in companies over which we do not have control.
Any such non-cash charges could have an adverse effect on our financial condition and results of operations. From time to time we make investments in companies over which we do not have control.
These types of assets involve a higher degree of risk than senior mortgage lending secured by income-producing real property, because the loan may become unsecured as a result of foreclosure by the senior lender.
These types of assets involve a higher degree of risk than senior mortgage lending secured by income-producing real property, because the loan may 20 Table of Contents become unsecured as a result of foreclosure by the senior lender.
The remainder of our investment in securities (other than government securities, securities of TRSs and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer.
The remainder of our investment in securities (other than government securities, securities of TRSs and qualified real estate assets) generally cannot include more than 32 Table of Contents 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer.
We and our stockholders could be adversely affected by any such change in the U.S. federal income tax laws, regulations or administrative interpretations which, in turn, could materially adversely affect our ability to make distributions to our stockholders and the trading price of our common stock. ​ Risks Associated with our Common Stock ​ The Company has several stockholders that beneficially own more than 5% of the Company’s outstanding common stock and exercise the related voting rights of those shares.
We and our stockholders could be adversely affected by any such change in the U.S. federal income tax laws, regulations or administrative interpretations which, in turn, could materially adversely affect our ability to make distributions to our stockholders and the trading price of our common stock. ​ Risks Associated with our Common Stock ​ The Company may from time to time have stockholders that beneficially own more than 5% of the Company’s outstanding common stock and exercise the related voting rights of those shares.
We have established internal policies designed 38 Table of Contents to ensure that we manage our business in accordance with applicable law and regulation and in accordance with our contractual obligations. These internal policies may not be effective in all regards; and, if we fail to comply with our internal policies, we could be subjected to additional risk and liability.
We have established internal policies designed to ensure that we manage our business in accordance with applicable law and regulation and in accordance with our contractual obligations. These internal policies may not be effective in all regards; and, if we fail to comply with our internal policies, we could be subjected to additional risk and liability.
Our charter and bylaws and Maryland 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. ​ Our charter contains stock ownership limits, which may delay, defer or prevent a change of control. ​ In order to maintain our qualification as a REIT, no more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals during the last half of any calendar year, and at least 100 persons must beneficially own our stock during at least 335 days for each taxable year other than our initial REIT taxable year.
Our charter and bylaws and Maryland 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. 30 Table of Contents ​ Our charter contains stock ownership limits, which may delay, defer or prevent a change of control. ​ In order to maintain our qualification as a REIT, no more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals during the last half of any calendar year, and at least 100 persons must beneficially own our stock during at least 335 days for each taxable year other than our initial REIT taxable year ( i.e. , our taxable year ended December 31, 2020).
During periods of economic slowdown and declining demand for real estate, we 14 Table of Contents may experience a general decline in rents or increased rates of default under our leases.
During periods of economic slowdown and declining demand for real estate, we may experience a general decline in rents or increased rates of default under our leases.
New and enhanced technologies, including new digital technologies and new web services technologies, may increase competition for certain of our retail tenants.
New and enhanced technologies, including new digital technologies, new web services technologies and artificial intelligence, may increase competition for certain of our retail tenants.
Illiquid assets typically experience greater price volatility, as a ready market does not exist, and can be more difficult to value. In addition, validating third party pricing for illiquid assets may be more subjective than more liquid assets.
Illiquid assets typically experience greater price volatility, as a ready market does not exist, and can be more difficult to value. In addition, validating third party pricing for illiquid 23 Table of Contents assets may be more subjective than more liquid assets.
We may not be 24 Table of Contents able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.
We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.
The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation to meet the detailed standards under the rules.
The rules governing the standards that must be met for management to assess our internal control over financial 38 Table of Contents reporting are complex and require significant documentation, testing and possible remediation to meet the detailed standards under the rules.
In addition, any partnership in which we have an interest may be liable at the entity level for tax imposed under those procedures. Further, our TRSs will be subject to regular corporate U.S. federal, state and local taxes.
In addition, any partnership in which we have an interest may be liable at the entity level for tax imposed under those procedures. Further, our taxable REIT subsidiaries (“TRSs”) will be subject to regular corporate U.S. federal, state and local taxes.
We may encounter environmental problems which require remediation or the incurrence of significant costs to resolve, which could adversely impact our financial condition, results of operations, and cash flows. ​ Under various federal, state and local laws, ordinances and regulations, we may be required to investigate and clean up certain hazardous or toxic substances released on or in properties we own or operate or that we previously owned or operated, and we may be required to pay other costs relating to hazardous or toxic substances or incur costs or obligations associated with wetland areas on our land holdings.
We may encounter environmental problems which require remediation or the incurrence of significant costs to resolve, which could adversely impact our financial condition, results of operations, and cash flows. ​ Under various federal, state and local laws, ordinances and regulations, we may be required to investigate and clean up certain hazardous or toxic substances released on or in properties we own or operate or that we previously owned or operated, and we may be required to pay other costs relating to hazardous or toxic substances.
Our underwriting of the investment or our estimates of credit risk may not prove to be accurate, as actual results 19 Table of Contents may vary from our estimates.
Our underwriting of the investment or our estimates of credit risk may not prove to be accurate, as actual results may vary from our estimates.
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.
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 (i.e., our taxable year ended December 31, 2020).
If our employees improperly use or disclose confidential information, we and PINE or the ventures we manage could suffer serious harm to our and its reputation, financial position and current and future business relationships and face potentially significant litigation.
If our employees improperly use or disclose confidential information, we and PINE or the ventures we manage from time to time could suffer serious harm to our and their reputations, financial position and current and future business relationships and face potentially significant litigation.
Dividends payable by REITs, however, generally are not eligible for the reduced rates on qualified dividend income.
Dividends payable 35 Table of Contents by REITs, however, generally are not eligible for the reduced rates on qualified dividend income.
In addition, conflicts of interest may exist or could arise in the future with our duties to PINE as its manager in connection with future investment opportunities. ​ Commercial Loans and Investments A part of our investment strategy is focused on investing in commercial loans and investments which may involve credit risk.
In addition, conflicts of interest may exist or could arise in the future with our duties to PINE as its manager in connection with future investment opportunities. ​ Commercial Loans and Investments A part of our investment strategy is focused on investing in commercial loans and investments which may involve credit risk or the risk that our borrowers will fail to pay scheduled contractual payments to us when due.
A key element of our future success will depend upon, among other things, our ability to successfully execute our strategy to invest in income-producing assets which if unsuccessful could adversely impact our financial condition, results of operations and cash flows. ​ There is no assurance that we will be able to continue to execute our strategy of investing in income-producing assets, including income properties and commercial loans or similar financings secured by real estate.
These conditions could adversely impact our results of operations and cash flows if we are unable to meet the needs of our tenants or if our tenants encounter financial difficulties as a result of changing market conditions. 15 Table of Contents A key element of our future success will depend upon, among other things, our ability to successfully execute our strategy to invest in income-producing assets which if unsuccessful could adversely impact our financial condition, results of operations and cash flows. ​ There is no assurance that we will be able to continue to execute our strategy of investing in income-producing assets, including income properties and commercial loans or similar financings secured by real estate.
Significant losses related to our mezzanine loans would result in operating losses for us and could adversely impact our financial condition and cash flows. ​ 20 Table of Contents We may invest in fixed-rate loan investments, and an increase in interest rates may adversely affect the value of these investments, which could adversely impact our financial condition, results of operations and cash flows. ​ Increases in interest rates may negatively affect the market value of our investments, particularly any fixed-rate commercial loans or other financings we have invested in.
We may invest in fixed-rate loan investments, and an increase in interest rates may adversely affect the value of these investments, which could adversely impact our financial condition, results of operations and cash flows. ​ Increases in interest rates may negatively affect the market value of our investments, particularly any fixed-rate commercial loans or other financings we have invested in.
Actions by these stockholders, including trading activity, could have a material adverse impact on the trading price of our stock. ​ Certain of our stockholders, specifically several institutional investment funds, each beneficially own more than 5% of the outstanding common stock of the Company.
Actions by these stockholders, including trading activity, could have a material adverse impact on the trading price of our stock. ​ Certain of our stockholders may from time to time beneficially own more than 5% of the outstanding common stock of the Company.
These factors include, but are likely not limited to, the following: ​ ● General economic and financial market conditions including a weak economic environment; ● Level and trend of interest rates; ● The Company’s ability to access the capital markets to raise additional debt or equity capital; ● Changes in the Company’s cash flows or results of operations; ● The Company’s financial condition and performance; ● Market perception of the Company compared to other real estate companies; ● Market perception of the real estate sector compared to other investment sectors; and ● Volume of average daily trading and the amount of the Company’s common stock and preferred stock available to be traded. 40 Table of Contents Significant legal proceedings may adversely affect our results of operations or financial condition. ​ We are subject to the risk of litigation, derivative claims, securities class actions, regulatory and governmental investigations and other litigation including proceedings arising from investor dissatisfaction with our operating performance.
These factors include, but are likely not limited to, the following: ​ ● General economic and financial market conditions including a weak economic environment; ● Level and trend of interest rates; ● The Company’s ability to access the capital markets to raise additional debt or equity capital; ● Changes in the Company’s cash flows or results of operations; ● The Company’s financial condition and performance; ● Market perception of the Company compared to other real estate companies; ● Market perception of the real estate sector compared to other investment sectors; and ● Volume of average daily trading and the amount of the Company’s common stock and preferred stock available to be traded.
These strategies, particularly the effect short sales or equity swaps with respect to our common stock, could increase the volatility of our stock price or otherwise adversely affect the trading price of our common stock. 26 Table of Contents We may not have the liquidity or ability to raise the funds necessary to settle conversions of the 2025 Notes or purchase the 2025 Notes as required upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon a purchase or conversion of the 2025 Notes. ​ Following certain potential events qualifying as a fundamental change under the indenture governing the 2025 Notes, including a change in control, holders of 2025 Notes will have the right to require us to purchase their 2025 Notes for cash.
We may not have the liquidity or ability to raise the funds necessary to settle conversions of the 2025 Notes or purchase the 2025 Notes as required upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon a purchase or conversion of the 2025 Notes. ​ Following certain potential events qualifying as a fundamental change under the indenture governing the 2025 Notes, including a change in control, holders of 2025 Notes will have the right to require us to purchase their 2025 Notes for cash.
While we devote considerable effort and resources to analyze and respond to tenant trends, preferences and consumer spending patterns, we cannot predict with certainty what future tenants will require to operate their business, what demands will be made for the build out of future retail spaces and how much revenue will be generated at traditional “brick and mortar” locations.
We cannot predict with certainty what future tenants will require to operate their businesses, what demands will be made for the build out of future retail spaces and how much revenue will be generated at traditional “brick and mortar” locations.
The Company believes the insurance carried on our properties is adequate and in accordance with industry standards. There are, however, types of losses (such as from hurricanes, earthquakes, floods or other types of natural disasters, or wars, terrorism, or other acts of violence) which may be uninsurable or the cost of insuring against these losses may not be economically justifiable.
There are, however, types of losses (such as from hurricanes, earthquakes, floods or other types of natural disasters, or wars, terrorism, or other acts of violence) which may be uninsurable or the cost of insuring against these losses may not be economically justifiable.
Employee misconduct could harm us by subjecting us to significant legal liability, reputational harm and loss of business. ​ There is a risk that our employees could engage in misconduct that adversely affects our business. We are subject to a number of obligations and standards arising from our business and our authority over PINE or the ventures we manage.
Employee misconduct could harm us by subjecting us to significant legal liability, reputational harm and loss of business. ​ There is a risk that our employees could engage in misconduct that adversely affects our business.
In addition, much of our information technology infrastructure is or may be managed by third parties and as such we also face the risk of operational failure, termination, or capacity constraints by any of these third parties with which we do business or that facilitate our business activities.
In addition, much of our information technology infrastructure is managed by a third party and as such we also face the risk of operational failure, termination, or capacity constraints by this third party.
In addition, mezzanine loans may have higher loan-to-value ratios than conventional mortgage loans, resulting in less equity in the property and increasing the risk of loss of principal.
In addition, mezzanine loans may have higher loan-to-value ratios than conventional mortgage loans, resulting in less equity in the property and increasing the risk of loss of principal. Significant losses related to our mezzanine loans would result in operating losses for us and could adversely impact our financial condition and cash flows.
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. ​ Because of competition, we may not be able to acquire commercial loans or similar financings at all or at favorable yields. ​ When we seek to invest in commercial loans or similar financings secured by underlying real estate, we may not be able to acquire such loan investments at favorable spreads over our borrowing costs.
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 August 2020, the FASB issued ASU 2020-06 related to simplifying the accounting for convertible instruments by removing certain separation models for convertible instruments. Among other things, the amendments in the update also provide for improvements in the consistency in EPS calculations by amending the guidance by requiring that an entity use the if-converted method for convertible instruments.
Among other things, the amendments in the update also provide for improvements in the consistency in EPS calculations by amending the guidance by requiring that an entity use the if-converted method for convertible instruments. The amendments in ASU 2020-06 are effective for reporting periods beginning after December 15, 2021.
In 2010, former President Obama signed into law the Dodd- Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), which has changed the regulation of financial institutions and the financial services industry. The current regulatory environment may be impacted by recent and potential future legislative developments, such as amendments to key provisions of the Dodd-Frank Act.
In 2010, former President Obama signed into law the Dodd- Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), which has changed the regulation of financial institutions and the financial services industry.
The public equity markets can be volatile, and the value of PINE’s stock and OP Units may fluctuate significantly over short periods of time. A significant decrease in the trading price of PINE’s stock could result in losses that have a material adverse effect on the value of our investment in PINE which could adversely impact our financial condition.
A significant decrease in the trading price of PINE’s stock 18 Table of Contents could result in losses that have a material adverse effect on the value of our investment in PINE which could adversely impact our financial condition.
We are highly dependent on information systems and certain third-party technology service providers, and systems failures not related to cyber-attacks or similar external attacks could significantly disrupt our business, which may, in turn, negatively affect the market price of our common stock and preferred stock and adversely impact our results of operations and cash flows. ​ Our business is highly dependent on communications and information systems.
If an uninsured loss occurs or a loss exceeds policy limits, the Company could lose both its invested capital and anticipated revenues from the property, thereby reducing the Company’s cash flow, impairing the value of the impacted income properties and adversely impacting the Company’s financial condition and results of operations. 36 Table of Contents We are highly dependent on information systems and certain third-party technology service providers, and systems failures not related to cyber-attacks or similar external attacks could significantly disrupt our business, which may, in turn, negatively affect the market price of our common stock and preferred stock and adversely impact our results of operations and cash flows. ​ Our business is highly dependent on communications and information systems.
Further, the 36 Table of Contents Company elected, upon adoption, to utilize the modified retrospective approach, negating the required restatement of EPS for periods prior to adoption. Changes in accounting standards could affect the comparability of our reported results with prior periods and our ability to comply with financial covenants under our debt instruments.
Changes in accounting standards could affect the comparability of our reported results with prior periods and our ability to comply with financial covenants under our debt instruments.
The violation of these obligations and standards by any of our employees may adversely affect PINE or the ventures we manage and us. Our business often requires that we deal with confidential matters of great significance to PINE and the ventures we manage.
Our business often requires that we deal with confidential matters of great significance to PINE and the ventures we manage from time to time.
Thus, we could have failed to satisfy the requirement that we distribute all of our Pre-REIT Conversion Earnings and Profits by the close of our first taxable year as a REIT.
For example, information used at the time we completed our analysis may have been less than complete or we may have interpreted the applicable law differently from the IRS. Thus, we could have failed to satisfy the requirement that we distribute all of our Pre-REIT Conversion Earnings and Profits by the close of our first taxable year as a REIT.
To the extent we issue shares of our common stock to satisfy all or a portion of the settlement of our 2025 Notes, conversions of the 2025 Notes will dilute the ownership interest of our existing stockholders, including holders who had previously converted their 2025 Notes into common stock. ​ To the extent we issue shares of our common stock to satisfy all or a portion of our conversion obligation pursuant to the 2025 Notes, the conversion of some or all of the 2025 Notes into common stock will dilute the ownership interests of our existing stockholders.
If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and purchase the 2025 Notes or make cash payments upon conversions thereof. ​ 27 Table of Contents To the extent we issue shares of our common stock to satisfy all or a portion of the settlement of our 2025 Notes, conversions of the 2025 Notes will dilute the ownership interest of our existing stockholders, including holders who had previously converted their 2025 Notes into common stock. ​ To the extent we issue shares of our common stock to satisfy all or a portion of our conversion obligation pursuant to the 2025 Notes, the conversion of some or all of the 2025 Notes into common stock will dilute the ownership interests of our existing stockholders.
The amendments in ASU 2020-06 are effective for reporting periods beginning after December 15, 2021. Effective January 1, 2022, the Company adopted ASU 2020-06 whereby diluted EPS includes the dilutive impact, if any, of the 2025 Notes (hereinafter defined) using the if-converted method.
Effective January 1, 2022, the Company adopted ASU 2020-06 whereby diluted EPS includes the dilutive impact, if any, of the 2025 Notes (hereinafter defined) using the if-converted method. Further, the Company elected, upon adoption, to utilize the modified retrospective approach, negating the required restatement of EPS for periods prior to adoption.
Risks related to Our Financing ​ General ​ The Company may be unable to obtain debt or equity capital on favorable terms, if at all, or additional borrowings may impact our liquidity or ability to monetize any assets securing such borrowings. ​ In order to further our business objectives, we have in the past and expect to continue to seek to obtain additional debt financing or raise equity capital and may be unable to do so on favorable terms, if at all.
Factors that could cause quarterly operating results to fluctuate include, among others, variations in the performance of our income-producing assets, market values of our investment in PINE, costs associated with debt, general economic conditions, the state of the real estate and financial markets and the degree to which we encounter competition in our markets. 24 Table of Contents Risks related to Our Financing ​ General ​ The Company may be unable to obtain debt or equity capital on favorable terms, if at all, or additional borrowings may impact our liquidity or ability to monetize any assets securing such borrowings. ​ In order to further our business objectives, we have in the past and expect to continue to seek to obtain additional debt financing or raise equity capital and may be unable to do so on favorable terms, if at all.
The Company’s ability to continue to pay dividends may be adversely impacted if any of the events or conditions associated with the risks described in this section were to occur .
The Company’s ability to continue to pay dividends may be adversely impacted if any of the events or conditions associated with the risks described in this section were to occur . ​ ​ 39 Table of Contents General Risk Factors Cybersecurity risks and cyber incidents could adversely affect the Company’s business and disrupt operations. ​ Cyber incidents can result from deliberate attacks or unintentional events.
If a borrower is unable to repay our loan at maturity, we could suffer additional loss which may adversely impact our financial condition, operating results and cash flows. ​ 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. ​ Other Investments ​ Investments in securities of companies operating in the real estate industry, including debt and equity instruments such as corporate bonds, preferred or common stock, or convertible instruments could cause us to incur losses or other expenses which could adversely affect our financial position, results of operations, and cash flows. ​ We currently own and may own in the future, investments in corporate securities of companies operating in the real estate industry including debt and equity instruments such as corporate bonds, preferred or common stock, or convertible instruments.
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. ​ 22 Table of Contents Other Investments ​ Investments in securities of companies operating in the real estate industry, including debt and equity instruments such as corporate bonds, preferred or common stock, or convertible instruments could cause us to incur losses or other expenses which could adversely affect our financial position, results of operations, and cash flows. ​ We currently own, and may own in the future, investments in corporate securities of companies operating in the real estate industry including debt and equity instruments such as corporate bonds, preferred or common stock, or convertible instruments.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs of December 31, 2022, the Company owns the following assets: (i) 8 properties occupied by single-tenants located in Florida, New Mexico, and Virginia; (ii) 15 multi-tenant properties located in Arizona, Florida, Georgia, Nevada, New Mexico, North Carolina, Texas, and Utah; (iii) full or fractional subsurface oil, gas, and mineral interests underlying 355,000 “surface acres” in 19 counties in Florida; and (iv) an inventory of mitigation credits.
Biggest changeAs of December 31, 2023, the Company owns the following assets: (i) 6 properties occupied by single-tenants located in Florida and New Mexico,; (ii) 14 multi-tenanted retail properties located in Arizona, Florida, Georgia, New Mexico, North Carolina, Texas, Utah and Virginia; (iii) full or fractional subsurface oil, gas, and mineral interests underlying 352,000 “surface acres” in 19 counties in Florida; and (iv) an inventory of mitigation credits.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDING S From time to time, the Company may be a party to certain legal proceedings, incidental to the normal course of its business. While the outcome of the legal proceedings cannot be predicted with certainty, the Company does not expect that these proceedings will have a material effect upon our financial condition or results of operations.
Biggest changeITEM 3. LEGAL PROCEEDING S From time to time, the Company may be a party to certain legal proceedings, incidental to the normal course of its business. While the outcome of the legal proceedings cannot be predicted with certainty, the Company does not expect that these proceedings will have a material effect on our financial condition or results of operations.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRecent Sales of Unregistered Securities ​ There were no unregistered sales of equity securities during the year ended December 31, 2022 which were not previously reported. ​ Issuer Purchases of Equity Securities ​ None. ​ 42 Table of Contents STOCK PERFORMANCE GRAPH COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN* Among CTO Realty Growth, Inc., the Russell 2000 Index, the FTSE Nareit Equity REITs Index, the NYSE Composite Index, the 2022 Peer Group ​ The following performance graph shows a comparison of cumulative total stockholder return from a $100 investment in stock of the Company over the five-year period ending December 31, 2022, with the cumulative stockholder return of the following: (i) the Russell 2000 Index; (ii) the FTSE Nareit Equity REITs Index; (iii) the NYSE Composite Index, a real estate industry index provided by Research Data Group; and (iv) an index of selected issuers in our Peer Group (composed of Armada Hoffler Properties, Inc., Acadia Realty Trust, Agree Realty Corporation, Chatham Lodging Trust, Clipper Realty Inc., Four Corners Property Trust, Inc., Getty Realty Corp., NetSTREIT Corp., One Liberty Properties Inc., Plymouth Industrial REIT Inc., RPT Realty, Seritage Growth Properties, and Whitestone REIT (the “Peer Group”)).
Biggest changeRecent Sales of Unregistered Securities ​ There were no unregistered sales of equity securities during the year ended December 31, 2023 which were not previously reported. ​ Issuer Purchases of Equity Securities ​ None. ​ 43 Table of Contents STOCK PERFORMANCE GRAPH COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN* Among CTO Realty Growth, Inc., the Russell 2000 Index, the FTSE Nareit Equity REITs Index, the NYSE Composite Index, the 2023 and 2022 Peer Group The following performance graph shows a comparison of cumulative total stockholder return from a $100 investment in stock of the Company over the five-year period ending December 31, 2023, with the cumulative stockholder return of the following: (i) the Russell 2000 Index; (ii) the NYSE Composite Index; (iii) the FTSE Nareit Equity REITs Index, a real estate industry index provided by Research Data Group; (iv) an index of selected issuers in our Peer Group (composed of Armada Hoffler Properties, Inc., Chatham Lodging Trust, City Office REIT Inc., Community Healthcare Trust, Inc., Four Corners Property Trust, Inc., Getty Realty Corp., NetSTREIT Corp., One Liberty Properties Inc., Plymouth Industrial REIT Inc., and Whitestone REIT (the “2023 Peer Group”) and (v) an index of selected issuers in our Peer Group (composed of Armada Hoffler Properties, Inc., Acadia Realty Trust, Agree Realty Corporation, Chatham Lodging Trust, Clipper Realty Inc., Four Corners Property Trust, Inc., Getty Realty Corp., NetSTREIT Corp., One Liberty Properties Inc., Plymouth Industrial REIT Inc., RPT Realty, Seritage Growth Properties, and Whitestone REIT (the “2022 Peer Group”).
Aggregate annual dividends per common share, which were paid quarterly totaled $1.49 and $1.33 during the years ended December 31, 2022 and 2021, respectively.
Aggregate annual dividends per common share, which were paid quarterly totaled $1.52 and $1.49 during the years ended December 31, 2023 and 2022, respectively.
Many of the Company’s shares of common stock are held by brokers and institutions on behalf of stockholders, the Company is unable to estimate the total number of stockholders represented by these record holders.
The number of stockholders of record as of February 15, 2024 (without regard to shares held in nominee or street name) was 471. Many of the Company’s shares of common stock are held by brokers and institutions on behalf of stockholders, consequently, the Company is unable to estimate the total number of stockholders represented by these record holders.
The level of future dividends will be subject to an ongoing review of the Company’s operating results and financial position, the annual distribution requirements under the REIT provisions of the Code and, among other factors, the overall economy, with an emphasis on our local real estate market and our capital needs. 41 Table of Contents The number of stockholders of record as of February 17, 2023 (without regard to shares held in nominee or street name) was 458.
The level of future dividends will be subject to an ongoing review of the Company’s operating results and financial position, the annual distribution requirements under the REIT provisions of the Code and, among other factors, the overall economy, with an emphasis on our local real estate markets and our capital needs.
Removed
Monmouth Real Estate Investment Corp. was removed from the Peer Group due to its acquisition by Industrial Logistics Properties Trust. ​ ​ ​ 43 Table of Contents ​ ​ ITEM 6. [Reserved] ​ ​
Added
The Company believes that the 2023 Peer Group more accurately and appropriately reflects its peers. ​ ​ 44 Table of Contents ​ ​ ITEM 6. [Reserved] ​ ​

Item 7. Management's Discussion & Analysis

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

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Biggest changeGAAP Measures (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2022 ​ December 31, 2021 ​ December 31, 2020 Net Income Attributable to the Company ​ $ 3,158 ​ $ 29,940 ​ $ 78,509 Add Back: Effect of Dilutive Interest Related to 2025 Notes (1) ​ ​ — ​ ​ — ​ ​ — Net Income Attributable to the Company, If-Converted ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and Amortization of Real Estate ​ ​ 28,799 ​ ​ 20,581 ​ ​ 19,063 Loss (Gain) on Disposition of Assets, Net of Income Tax ​ ​ 4,170 ​ ​ (28,316) ​ ​ (9,746) Loss (Gain) on Disposition of Other Assets ​ ​ (2,992) ​ ​ (4,924) ​ ​ 2,480 Impairment Charges, Net ​ ​ — ​ ​ 13,283 ​ ​ 9,147 Unrealized Loss (Gain) on Investment Securities ​ ​ 1,697 ​ ​ (10,340) ​ ​ 8,240 Income Tax Expense (Benefit) from Non-FFO Items and De-Recognition of REIT Deferred Tax Assets and Liabilities ​ ​ — ​ ​ 1,840 ​ ​ (80,225) Funds from Operations ​ ​ 34,832 ​ ​ 22,064 ​ ​ 27,468 Distributions to Preferred Stockholders ​ ​ (4,781) ​ ​ (2,325) ​ ​ — Funds From Operations Attributable to Common Stockholders ​ ​ 30,051 ​ ​ 19,739 ​ ​ 27,468 Loss (Gain) on Extinguishment of Debt ​ ​ — ​ ​ 3,431 ​ ​ (1,141) Amortization of Intangibles to Lease Income ​ ​ 2,161 ​ ​ (404) ​ ​ (1,754) Less: Effect of Dilutive Interest Related to 2025 Notes (1) ​ ​ — ​ ​ — ​ ​ — Core Funds From Operations Attributable to Common Stockholders ​ ​ 32,212 ​ ​ 22,766 ​ ​ 24,573 Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Straight-Line Rent Adjustment ​ ​ (2,166) ​ ​ (2,443) ​ ​ (2,564) COVID-19 Rent Repayments (Deferrals), Net ​ ​ 105 ​ ​ 842 ​ ​ (1,005) Other Depreciation and Amortization ​ ​ (232) ​ ​ (676) ​ ​ (834) Amortization of Loan Costs and Discount on Convertible Debt, and Capitalized Interest ​ ​ 774 ​ ​ 1,864 ​ ​ 1,833 Non-Cash Compensation ​ ​ 3,232 ​ ​ 3,168 ​ ​ 2,786 Non-Recurring G&A ​ ​ — ​ ​ 155 ​ ​ 1,426 Adjusted Funds From Operations Attributable to Common Stockholders ​ $ 33,925 ​ $ 25,676 ​ $ 26,215 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Number of Common Shares: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 18,508,201 ​ ​ 17,676,809 ​ ​ 14,114,631 Diluted (2) ​ ​ 18,508,201 ​ ​ 17,676,809 ​ ​ 14,114,631 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends Declared and Paid - Preferred Stock ​ $ 1.59 ​ $ 0.77 ​ $ — Dividends Declared and Paid - Common Stock ​ $ 1.49 ​ $ 1.33 ​ $ 4.63 (1) As applicable, includes interest expense, amortization of discount, amortization of fees, and other changes in net income or loss that would result from the assumed conversion of the 2025 Convertible Senior Notes to derive FFO effective January 1, 2022 due to the implementation of ASU 2020-06 which requires presentation on an if-converted basis.
Biggest changeGAAP Measures (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2023 ​ December 31, 2022 ​ December 31, 2021 Net Income Attributable to the Company ​ $ 5,530 ​ $ 3,158 ​ $ 29,940 Add Back: Effect of Dilutive Interest Related to 2025 Notes (1) ​ ​ — ​ ​ — ​ ​ — Net Income Attributable to the Company, If-Converted ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and Amortization of Real Estate ​ ​ 44,107 ​ ​ 28,799 ​ ​ 20,581 Loss (Gain) on Disposition of Assets, Net of Income Tax ​ ​ (7,543) ​ ​ 4,170 ​ ​ (28,316) Gain on Disposition of Other Assets ​ ​ (2,272) ​ ​ (2,992) ​ ​ (4,924) Provision for Impairment ​ ​ 1,556 ​ ​ — ​ ​ 13,283 Realized and Unrealized Loss (Gain) on Investment Securities ​ ​ 3,689 ​ ​ 1,697 ​ ​ (10,340) Extinguishment of Contingent Obligation ​ ​ (2,815) ​ ​ — ​ ​ — Income Tax Expense from Non-FFO Items and De-Recognition of REIT Deferred Tax Assets and Liabilities ​ ​ — ​ ​ — ​ ​ 1,840 Funds from Operations ​ ​ 42,252 ​ ​ 34,832 ​ ​ 22,064 Distributions to Preferred Stockholders ​ ​ (4,772) ​ ​ (4,781) ​ ​ (2,325) Funds From Operations Attributable to Common Stockholders ​ ​ 37,480 ​ ​ 30,051 ​ ​ 19,739 Loss on Extinguishment of Debt ​ ​ — ​ ​ — ​ ​ 3,431 Amortization of Intangibles to Lease Income ​ ​ 2,303 ​ ​ 2,161 ​ ​ (404) Less: Effect of Dilutive Interest Related to 2025 Notes (1) ​ ​ — ​ ​ — ​ ​ — Core Funds From Operations Attributable to Common Stockholders ​ ​ 39,783 ​ ​ 32,212 ​ ​ 22,766 Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Straight-Line Rent Adjustment ​ ​ (1,159) ​ ​ (2,166) ​ ​ (2,443) COVID-19 Rent Repayments ​ ​ 46 ​ ​ 105 ​ ​ 842 Other Depreciation and Amortization ​ ​ (91) ​ ​ (232) ​ ​ (676) Amortization of Loan Costs, Discount on Convertible Debt, and Capitalized Interest ​ ​ 821 ​ ​ 774 ​ ​ 1,864 Non-Cash Compensation ​ ​ 3,673 ​ ​ 3,232 ​ ​ 3,168 Non-Recurring G&A ​ ​ — ​ ​ — ​ ​ 155 Adjusted Funds From Operations Attributable to Common Stockholders ​ $ 43,073 ​ $ 33,925 ​ $ 25,676 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Number of Common Shares: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 22,529,703 ​ ​ 18,508,201 ​ ​ 17,676,809 Diluted (2) ​ ​ 22,529,703 ​ ​ 18,508,201 ​ ​ 17,676,809 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends Declared and Paid - Preferred Stock ​ $ 1.59 ​ $ 1.59 ​ $ 0.77 Dividends Declared and Paid - Common Stock ​ $ 1.52 ​ $ 1.49 ​ $ 1.33 (1) As applicable, includes interest expense, amortization of discount, amortization of fees, and other changes in net income or loss that would result from the assumed conversion of the 2025 Convertible Senior Notes to derive FFO effective January 1, 2022 due to the implementation of ASU 2020-06 which requires presentation on an if-converted basis.
The Company operates in four primary business segments: income properties, management services, commercial loans and investments, and real estate operations. ​ REIT Conversion As of December 31, 2020, the Company had completed certain internal reorganization transactions necessary to begin operating in compliance with the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes, commencing with the taxable year ended December 31, 2020.
The Company operates in four primary business segments: income properties, management services, commercial loans and investments, and real estate operations. ​ REIT Conversion and Merger As of December 31, 2020, the Company had completed certain internal reorganization transactions necessary to begin operating in compliance with the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes, commencing with the taxable year ended December 31, 2020.
During the year ended December 31, 2021, the Company disposed of one multi-tenant income property and 14 single-tenant income properties, including (i) World of Beer/Fuzzy’s Taco Shop, a multi-tenant income property located in Brandon, Florida for $2.3 million, (ii) Moe’s Southwest Grill, a single-tenant income property located in Jacksonville, Florida for $2.5 million, (iii) Burlington, a single-tenant income property located in North Richland Hills, Texas for $11.5 million, (iv) Staples, a single-tenant income property located in Sarasota, Florida for $4.7 million, (v) the CMBS Portfolio, sold to PINE, consisting of six single-tenant income properties for $44.5 million, (vi) Chick-fil-A, a single-tenant property, located in Chandler, Arizona for $2.9 million, (vii) JPMorgan Chase Bank, a single-tenant property, located in Chandler, Arizona for $4.7 million, (viii) Fogo De Chao, a single-tenant property, located in Jacksonville, 50 Table of Contents Florida for $4.7 million, (ix) Wells Fargo, a single-tenant office income property located in Raleigh, North Carolina for $63.0 million, and (x) 24 Hour Fitness, a single-tenant income property located in Falls Church, VA for $21.5 million.
During the year ended December 31, 2021, the Company disposed of one multi-tenant income property and 14 single-tenant income properties, including (i) World of Beer/Fuzzy’s Taco Shop, a multi-tenant income property located in Brandon, Florida for $2.3 million, (ii) Moe’s Southwest Grill, a single-tenant income property located in Jacksonville, Florida for $2.5 million, (iii) Burlington, a single-tenant income property located in North Richland Hills, Texas for $11.5 million, (iv) Staples, a single-tenant income property located in Sarasota, Florida for $4.7 million, (v) the CMBS Portfolio, sold to PINE, consisting of six single-tenant income properties for $44.5 million, (vi) Chick-fil-A, a single-tenant property, located in Chandler, Arizona for $2.9 million, (vii) JPMorgan Chase Bank, a single-tenant property, located in Chandler, Arizona for $4.7 million, (viii) Fogo De Chao, a single-tenant property, located in Jacksonville, Florida for $4.7 million, (ix) Wells Fargo, a single-tenant office income property located in Raleigh, North Carolina for $63.0 million, and (x) 24 Hour Fitness, a single-tenant income property located in Falls Church, VA for $21.5 million.
The decreased operating income during the year ended December 31, 2022 is primarily due to the sale of the Daytona Beach Development for $6.25 million which occurred during the year ended December 31, 2021. ​ General and Administrative Expenses ​ Total general and administrative expenses for the year ended December 31, 2022 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ General and Administrative Expenses (in thousands) ​ December 31, 2022 ​ December 31, 2021 ​ $ Variance ​ % Variance Recurring General and Administrative Expenses ​ $ 9,667 ​ $ 7,879 ​ $ 1,788 ​ 22.7% Non-Cash Stock Compensation ​ ​ 3,232 ​ ​ 3,168 ​ ​ 64 ​ 2.0% REIT Conversion and Other Non-Recurring Items ​ ​ — ​ ​ 155 ​ ​ (155) ​ (100.0)% Total General and Administrative Expenses ​ $ 12,899 ​ $ 11,202 ​ $ 1,697 ​ 15.1% ​ Gains (Losses) and Impairment Charges ​ 2022 Dispositions.
The decreased operating income during the year ended December 31, 2022 is primarily due to the sale of the Daytona Beach Development for $6.25 million which occurred during the year ended December 31, 2021. ​ 53 Table of Contents General and Administrative Expenses ​ Total general and administrative expenses for the year ended December 31, 2022 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ General and Administrative Expenses (in thousands) ​ December 31, 2022 ​ December 31, 2021 ​ $ Variance ​ % Variance Recurring General and Administrative Expenses ​ $ 9,667 ​ $ 7,879 ​ $ 1,788 ​ 22.7% Non-Cash Stock Compensation ​ ​ 3,232 ​ ​ 3,168 ​ ​ 64 ​ 2.0% REIT Conversion and Other Non-Recurring Items ​ ​ — ​ ​ 155 ​ ​ (155) ​ (100.0)% Total General and Administrative Expenses ​ $ 12,899 ​ $ 11,202 ​ $ 1,697 ​ 15.1% ​ Gains (Losses) and Impairment Charges ​ 2022 Dispositions.
On January 29, 2021, in connection with the REIT conversion, the Company completed the Merger in order to reincorporate in Maryland and facilitate its ongoing compliance with the REIT requirements. ​ 45 Table of Contents Selected Historical Financial Information The following table summarizes our selected historical financial information for each of the last five fiscal years (in thousands except per share amounts).
On January 29, 2021, in connection with the REIT conversion, the Company completed the Merger in order to reincorporate in Maryland and facilitate its ongoing compliance with the REIT requirements. ​ 46 Table of Contents Selected Historical Financial Information The following table summarizes our selected historical financial information for each of the last five fiscal years (in thousands except per share amounts).
To derive Core FFO, we modify the NAREIT computation of FFO to include other adjustments to U.S. GAAP net income related to gains and losses recognized on the extinguishment of debt, amortization of above- and below-market lease related intangibles, and other unforecastable market- or transaction-driven non-cash items.
To derive Core FFO, we modify the NAREIT computation of FFO to include other adjustments to GAAP net income related to gains and losses recognized on the extinguishment of debt, amortization of above- and below-market lease related intangibles, and other unforecastable market- or transaction-driven non-cash items.
Management’s focus is to continue our strategy to diversify our portfolio by redeploying proceeds from like-kind exchange transactions and utilizing our 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. 57 Table of Contents CRITICAL ACCOUNTING ESTIMATES Critical accounting estimates include those estimates made in accordance with U.S.
Management’s focus is to continue our strategy to diversify our portfolio by redeploying proceeds from like-kind exchange transactions and utilizing our 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. CRITICAL ACCOUNTING ESTIMATES Critical accounting estimates include those estimates made in accordance with U.S.
FFO, Core FFO, and AFFO may not be comparable to similarly titled measures employed by other companies. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 47 Table of Contents Reconciliation of Non-U.S.
FFO, Core FFO, and AFFO may not be comparable to similarly titled measures employed by other companies. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 48 Table of Contents Reconciliation of Non-U.S.
To derive AFFO, we further modify the NAREIT computation of FFO and Core FFO to include other adjustments to U.S. GAAP net income related to non-cash revenues and expenses such as straight-line rental revenue, non-cash compensation, and other non-cash amortization, as well as adding back the interest related to the 2025 Notes, if the effect is dilutive.
To derive AFFO, we further modify the NAREIT computation of FFO and Core FFO to include other adjustments to GAAP net income related to non-cash revenues and expenses such as straight-line rental revenue, non-cash compensation, and other non-cash amortization, as well as adding back the interest related to the 2025 Convertible Senior Notes, if the effect is dilutive.
Shares may be purchased under the Common Stock Repurchase Program in open market transactions, including through block purchases, through privately negotiated transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Shares may be purchased under the April $5.0 Million Common Stock Repurchase Program in open market transactions, including through block purchases, through privately negotiated transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Company also excludes the gains or losses from sales of assets incidental to the primary business of the REIT which specifically include the sales of mitigation credits, impact fee credits, subsurface sales, and land sales, in addition to the mark-to-market of the Company’s investment securities and interest related to the 2025 Notes, if the effect is dilutive.
The Company also excludes the gains or losses from sales of assets incidental to the primary business of the REIT which specifically include the sales of mitigation credits, subsurface sales, investment securities, and land sales, in addition to the mark-to-market of the Company’s investment securities and interest related to the 2025 Convertible Senior Notes, if the effect is dilutive.
There were no losses on extinguishment of debt during the year ended December 31, 2022. ​ Depreciation and Amortization ​ Depreciation and amortization totaled $28.9 million and $20.6 million during the years ended December 31, 2022 and 2021, respectively.
There were no losses on extinguishment of debt during the year ended December 31, 2022. ​ 54 Table of Contents Depreciation and Amortization ​ Depreciation and amortization totaled $28.9 million and $20.6 million during the years ended December 31, 2022 and 2021, respectively.
Commercial Loans and Investments: ​ ● A portfolio of three commercial loan investments and one preferred equity investment which is classified as a commercial loan investment.
Commercial Loans and Investments: A portfolio of four commercial loan investments and one preferred equity investment which is classified as a commercial loan investment.
As of December 31, 2022, the fair value of our investment totaled $42.0 million, or 14.6% of PINE’s outstanding equity, including the units of limited partnership interest (“OP Units”) we hold in Alpine Income Property OP, LP (the “PINE Operating Partnership”), which are redeemable for cash, based upon the value of an equivalent number of shares of PINE common stock at the time of the redemption, or shares of PINE common stock on a one-for-one basis, at PINE’s election.
As of December 31, 2023, the fair value of our investment totaled $39.4 million, or 15.7% of PINE’s outstanding equity, including the units of limited partnership interest (“OP Units”) we hold in Alpine Income Property OP, LP (the “PINE Operating Partnership”), which are redeemable for cash, based upon the value of an equivalent number of shares of PINE common stock at the time of the redemption, or shares of PINE common stock on a one-for-one basis, at PINE’s election.
Additional data for fiscal years 2022, 2021, and 2020 is included elsewhere in this report. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Years Ended ​ 2022 2021 2020 2019 2018 Total Revenues ​ $ 82,320 ​ $ 70,272 ​ $ 56,381 ​ $ 44,941 ​ $ 43,658 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Income ​ $ 10,667 ​ $ 23,345 ​ $ 12,280 ​ $ 34,199 ​ $ 31,385 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income Attributable to the Company ​ $ 3,158 ​ $ 29,940 ​ $ 78,509 ​ $ 114,973 ​ $ 37,168 Distributions to Preferred Stockholders ​ ​ (4,781) ​ ​ (2,325) ​ ​ — ​ ​ — ​ ​ — Net Income (Loss) Attributable to Common Stockholders ​ $ (1,623) ​ $ 27,615 ​ $ 78,509 ​ $ 114,973 ​ $ 37,168 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Per Share Information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (Loss) From Continuing Operations Attributable to Common Stockholders ​ $ (0.09) ​ $ 1.56 ​ $ 5.56 ​ $ 1.11 ​ $ 0.91 Income From Discontinued Operations (Net of Income Tax) Attributable to Common Stockholders ​ ​ — ​ ​ — ​ ​ — ​ ​ 6.57 ​ ​ 1.35 Basic Net Income (Loss) per Share Attributable to Common Stockholders ​ $ (0.09) ​ $ 1.56 ​ $ 5.56 ​ $ 7.68 ​ $ 2.26 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (Loss) From Continuing Operations Attributable to Common Stockholders ​ $ (0.09) ​ $ 1.56 ​ $ 5.56 ​ $ 1.11 ​ $ 0.90 Income From Discontinued Operations (Net of Income Tax) Attributable to Common Stockholders ​ ​ — ​ ​ — ​ ​ — ​ ​ 6.56 ​ ​ 1.34 Diluted Net Income (Loss) per Share Attributable to Common Stockholders ​ $ (0.09) ​ $ 1.56 ​ $ 5.56 ​ $ 7.67 ​ $ 2.24 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends Declared and Paid - Preferred Stock ​ $ 1.59 ​ $ — ​ $ — ​ $ — ​ $ — Dividends Declared and Paid - Common Stock ​ $ 1.49 ​ $ 1.33 ​ $ 4.63 ​ $ 0.15 ​ $ 0.09 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Summary of Financial Position: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate—Net ​ $ 734,721 ​ $ 494,695 ​ $ 442,384 ​ $ 370,591 ​ $ 368,751 Total Assets ​ $ 986,545 ​ $ 733,139 ​ $ 666,700 ​ $ 704,194 ​ $ 556,841 Stockholders’ Equity ​ $ 504,770 ​ $ 430,480 ​ $ 350,899 ​ $ 285,413 ​ $ 211,761 Long-Term Debt ​ $ 445,583 ​ $ 278,273 ​ $ 273,830 ​ $ 286,310 ​ $ 247,114 ​ ​ 46 Table of Contents Non-U.S.
Additional data for fiscal years 2023, 2022, and 2021 is included elsewhere in this report. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Years Ended ​ 2023 2022 2021 2020 2019 Total Revenues ​ $ 109,119 ​ $ 82,320 ​ $ 70,272 ​ $ 56,381 ​ $ 44,941 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Income ​ $ 26,506 ​ $ 10,667 ​ $ 23,345 ​ $ 12,280 ​ $ 34,199 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income Attributable to the Company ​ $ 5,530 ​ $ 3,158 ​ $ 29,940 ​ $ 78,509 ​ $ 114,973 Distributions to Preferred Stockholders ​ ​ (4,772) ​ ​ (4,781) ​ ​ (2,325) ​ ​ — ​ ​ — Net Income (Loss) Attributable to Common Stockholders ​ $ 758 ​ $ (1,623) ​ $ 27,615 ​ $ 78,509 ​ $ 114,973 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Per Share Information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (Loss) From Continuing Operations Attributable to Common Stockholders ​ $ 0.03 ​ $ (0.09) ​ $ 1.56 ​ $ 5.56 ​ $ 1.11 Income From Discontinued Operations (Net of Income Tax) Attributable to Common Stockholders ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 6.57 Basic Net Income (Loss) per Share Attributable to Common Stockholders ​ $ 0.03 ​ $ (0.09) ​ $ 1.56 ​ $ 5.56 ​ $ 7.68 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (Loss) From Continuing Operations Attributable to Common Stockholders ​ $ 0.03 ​ $ (0.09) ​ $ 1.56 ​ $ 5.56 ​ $ 1.11 Income From Discontinued Operations (Net of Income Tax) Attributable to Common Stockholders ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 6.56 Diluted Net Income (Loss) per Share Attributable to Common Stockholders ​ $ 0.03 ​ $ (0.09) ​ $ 1.56 ​ $ 5.56 ​ $ 7.67 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends Declared and Paid - Preferred Stock ​ $ 1.59 ​ $ 1.59 ​ $ — ​ $ — ​ $ — Dividends Declared and Paid - Common Stock ​ $ 1.52 ​ $ 1.49 ​ $ 1.33 ​ $ 4.63 ​ $ 0.15 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Summary of Financial Position: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate—Net ​ $ 734,463 ​ $ 734,721 ​ $ 494,695 ​ $ 442,384 ​ $ 370,591 Total Assets ​ $ 989,668 ​ $ 986,545 ​ $ 733,139 ​ $ 666,700 ​ $ 704,194 Stockholders’ Equity ​ $ 457,526 ​ $ 504,770 ​ $ 430,480 ​ $ 350,899 ​ $ 285,413 Long-Term Debt ​ $ 495,370 ​ $ 445,583 ​ $ 278,273 ​ $ 273,830 ​ $ 286,310 ​ ​ 47 Table of Contents Non-U.S.
The direct costs of revenues for our income property operations totaled $20.4 million and $13.8 million for the years ended December 31, 2022 and 2021, respectively.
The direct costs of revenues for our income property operations totaled $28.5 million and $20.4 million for the years ended December 31, 2023 and 2022, respectively.
For the year ended December 31 2022, a total of $2.2 million of interest was not included, as the impact of the 2025 Notes, if-converted, would be antidilutive to the net loss attributable to common stockholders of $1.6 million.
For the years ended December 31, 2023 and 2022, a total of $2.1 million and $2.2 million of interest, respectively, was not included as the impact of the 2025 Notes, if-converted, would be antidilutive to the net income (loss) attributable to common stockholders in each respective period.
In addition to our income property portfolio, as of December 31, 2022, our business included the following: Management Services: ​ ● A fee-based management business that is engaged in managing PINE, see Note 5, “Related Party Management Services Business” in the notes to the consolidated financial statements in Item 8.
In addition to our income property portfolio, as of December 31, 2023, our business included the following: Management Services: A fee-based management business that is engaged in managing PINE as well as a portfolio of assets pursuant to the Portfolio Management Agreement, both as further described in Note 5, “Management Services Business” in the notes to the consolidated financial statements in Item 8.
As a result of the Land JV Sale and corresponding dissolution of the Land JV, the Company no longer holds a retained interest in the Land JV as of December 31, 2021. 44 Table of Contents Our business also includes our investment in PINE.
As a result of the Land JV Sale and corresponding dissolution of the Land JV, the Company no longer holds a retained interest in the Land JV as of December 31, 2021.
Our cash flows used in investing activities totaled $267.6 million for the year ended December 31, 2022, compared to cash flows used in investing activities of $103.0 million for the year ended December 31, 2021, an increase of $164.6 million.
Our cash flows used in investing activities totaled $52.6 million for the year ended December 31, 2023, compared to cash flows used in investing activities of $267.6 million for the year ended December 31, 2022, a decrease of $215.0 million.
We have pursued our investment strategy by investing primarily through fee simple ownership of our properties, commercial loans and preferred equity. We own and manage, sometimes utilizing third-party property management companies, 23 commercial real estate properties in 9 states in the United States.
We have pursued our investment strategy by investing primarily through fee simple ownership of our properties, commercial loans and preferred equity. As of December 31, 2023, we own and manage, sometimes utilizing third-party property management companies, 20 commercial real estate properties in 8 states in the United States, comprising 3.7 million square feet of gross leasable space.
The increase in cash used in investing activities of $164.6 million is primarily related to a net increase in cash outflows of $146.2 million during the year ended December 31, 2022 related to the timing of income property acquisitions versus dispositions, which increase in cash outflows was partially offset by $8.6 million in net proceeds received from the related to timing of investing in the Company’s commercial loans and investment portfolio.
The decrease in cash used in investing activities of $215.0 million is primarily related to a net decrease in cash outflows of $254.5 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 $40.1 million in additional cash outflows, net proceeds received, related to the timing of certain investments in the Company’s commercial loans and investment portfolio.
The decrease in net income is attributable to the factors described above in addition to the $83.5 million income tax benefit recorded during the year ended December 31, 2020, primarily related to the de-recognition of the deferred tax assets and liabilities associated with the entities included in the REIT totaling $82.5 million, as a result of the Company’s REIT election. ​ LIQUIDITY AND CAPITAL RESOURCES ​ Cash totaled $21.2 million at December 31, 2022, including restricted cash of $1.9 million, see Note 2 “Summary of Significant Accounting Policies” under the heading Restricted Cash in the notes to the consolidated financial statements in Item 8 for the Company’s disclosure related to its restricted cash balance at December 31, 2022. ​ Our total cash balance at December 31, 2022, reflected cash flows provided by our operating activities totaling $56.1 million during the year ended December 31, 2022, compared to the prior year’s cash flows provided by operating activities totaling $27.6 million for the year ended December 31, 2021, an increase of $28.5 million.
The decrease in net income is attributable to the factors described above. ​ LIQUIDITY AND CAPITAL RESOURCES ​ Cash totaled $17.8 million at December 31, 2023, including restricted cash of $7.6 million, see Note 2 “Summary of Significant Accounting Policies” under the heading Restricted Cash in the notes to the consolidated financial statements in Item 8 for the Company’s disclosure related to its restricted cash balance at December 31, 2023. ​ Our total cash balance at December 31, 2023, reflected cash flows provided by our operating activities totaling $46.4 million during the year ended December 31, 2023, compared to the prior year’s cash flows provided by operating activities totaling $56.1 million for the year ended December 31, 2022, a decrease of $9.7 million.
These commitments, as of December 31, 2022, are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ As of December 31, 2022 Total Commitment (1) ​ $ 29,033 Less Amount Funded ​ ​ (7,812) Remaining Commitment ​ $ 21,221 (1) Commitment includes tenant improvements, leasing commissions, rebranding, facility expansion and other capital improvements.
These commitments, as of December 31, 2023, are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2023 Total Commitment (1) ​ $ 17,888 Less Amount Funded ​ ​ (4,236) Remaining Commitment ​ $ 13,652 (1) Commitment includes tenant improvements, leasing commissions, rebranding, facility expansion and other capital improvements.
The increase of $1.5 million is primarily due to the increase in the Company’s income property portfolio. ​ Investment and Other Income (Loss) ​ During the year ended December 31, 2021, the closing stock price of PINE increased by $5.05 per share, with a closing price of $20.04 on December 31, 2021.
The increase of $15.3 million is primarily due to the increase in the Company’s income property portfolio. ​ Investment and Other Income ​ During the year ended December 31, 2023, the closing stock price of PINE decreased by $2.17 per share, with a closing price of $16.91 on December 31, 2023.
(2) A total of 3.1 million shares, representing the dilutive impact of the 2025 Notes, upon adoption of ASU 2020-06 effective January 1, 2022, were not included in the computation of diluted net loss attributable to common stockholders for the year ended December 31, 2022 because they were antidilutive to the net loss attributable to common stockholders of $1.6 million. ​ ​ 48 Table of Contents Other Data (in thousands except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2022 ​ December 31, 2021 ​ December 31, 2020 FFO Attributable to Common Stockholders ​ $ 30,051 ​ $ 19,739 ​ $ 27,468 FFO Attributable to Common Stockholders per Common Share - Diluted ​ $ 1.62 ​ $ 1.12 ​ $ 1.95 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Core FFO Attributable to Common Stockholders ​ $ 32,212 ​ $ 22,766 ​ $ 24,573 Core FFO Attributable to Common Stockholders per Common Share - Diluted (1) ​ $ 1.74 ​ $ 1.29 ​ $ 1.74 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AFFO Attributable to Common Stockholders ​ $ 33,925 ​ $ 25,677 ​ $ 26,215 AFFO Attributable to Common Stockholders per Common Share - Diluted (1) ​ $ 1.83 ​ $ 1.45 ​ $ 1.86 (1) A total of 3.1 million shares, representing the dilutive impact of the 2025 Notes, upon adoption of ASU 2020-06 effective January 1, 2022, were not included in the computation of diluted net loss attributable to common stockholders for the year ended December 31, 2022 because they were antidilutive to the net loss attributable to common stockholders of $1.6 million. ​ COMPARISON OF THE YEARS ENDED DECEMBER 31, 2022 AND 2021 ​ Revenue ​ Total revenue for the year ended December 31, 2022 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ Operating Segment ​ December 31, 2022 ​ December 31, 2021 ​ $ Variance ​ % Variance Income Properties ​ $ 68,857 ​ $ 50,679 ​ $ 18,178 ​ 35.9% Management Services ​ ​ 3,829 ​ ​ 3,305 ​ ​ 524 ​ 15.9% Commercial Loans and Investments ​ ​ 4,172 ​ ​ 2,861 ​ ​ 1,311 ​ 45.8% Real Estate Operations ​ ​ 5,462 ​ ​ 13,427 ​ ​ (7,965) ​ (59.3)% Total Revenue ​ $ 82,320 ​ $ 70,272 ​ $ 12,048 ​ 17.1% ​ Total revenue for the year ended December 31, 2022 increased to $82.3 million, compared to $70.3 million during the year ended December 31, 2021.
(2) A total of 3.3 million shares and 3.1 million shares, representing the dilutive impact of the 2025 Notes, upon adoption of ASU 2020-06 effective January 1, 2022, were not included in the computation of diluted net loss attributable to common stockholders for the years ended December 31, 2023 or 2022, respectively, because they were antidilutive to the net income (loss) attributable to common stockholders in each respective period. ​ 49 Table of Contents Other Data (in thousands except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2023 ​ December 31, 2022 ​ December 31, 2021 FFO Attributable to Common Stockholders ​ $ 37,480 ​ $ 30,051 ​ $ 19,739 FFO Attributable to Common Stockholders per Common Share - Diluted ​ $ 1.66 ​ $ 1.62 ​ $ 1.12 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Core FFO Attributable to Common Stockholders ​ $ 39,783 ​ $ 32,212 ​ $ 22,766 Core FFO Attributable to Common Stockholders per Common Share - Diluted (1) ​ $ 1.77 ​ $ 1.74 ​ $ 1.29 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AFFO Attributable to Common Stockholders ​ $ 43,073 ​ $ 33,925 ​ $ 25,676 AFFO Attributable to Common Stockholders per Common Share - Diluted (1) ​ $ 1.91 ​ $ 1.83 ​ $ 1.45 (1) A total of 3.3 million shares and 3.1 million shares, representing the dilutive impact of the 2025 Notes, upon adoption of ASU 2020-06 effective January 1, 2022, were not included in the computation of diluted net loss attributable to common stockholders for the years ended December 31, 2023 or 2022, respectively, because they were antidilutive to the net income (loss) attributable to common stockholders in each respective period. ​ COMPARISON OF THE YEARS ENDED DECEMBER 31, 2023 AND 2022 ​ Revenue ​ Total revenue for the year ended December 31, 2023 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ Operating Segment ​ December 31, 2023 ​ December 31, 2022 ​ $ Variance ​ % Variance Income Properties ​ $ 96,663 ​ $ 68,857 ​ $ 27,806 ​ 40.4% Management Services ​ ​ 4,388 ​ ​ 3,829 ​ ​ 559 ​ 14.6% Commercial Loans and Investments ​ ​ 4,084 ​ ​ 4,172 ​ ​ (88) ​ (2.1)% Real Estate Operations ​ ​ 3,984 ​ ​ 5,462 ​ ​ (1,478) ​ (27.1)% Total Revenue ​ $ 109,119 ​ $ 82,320 ​ $ 26,799 ​ 32.6% ​ Total revenue for the year ended December 31, 2023 increased to $109.1 million, compared to $82.3 million during the year ended December 31, 2022.
During the year ended December 31, 2020, the closing stock price of PINE decreased by $4.04 per share, with a closing price of $14.99 on December 31, 2020.
During the year ended December 31, 2022, the closing stock price of PINE decreased by $0.96 per share, with a closing price of $19.08 on December 31, 2022.
Pursuant to the Common Stock Repurchase Program, the Company may repurchase shares of its common stock for a total purchase price of up to $5.0 million at an average per share purchase price equal to or less than $17.00.
Pursuant to the April $5.0 Million Common Stock Repurchase Program, the Company may repurchase shares of its common stock for a total purchase price of up to $5.0 million.
Revenue from our management services totaled $2.7 million during the year ended December 31, 2020, including $2.5 million and $0.2 million earned from PINE and the Land JV, respectively ​ Commercial Loans and Investments ​ Interest income from our commercial loans and investments totaled $2.9 million and $3.0 million during the years ended December 31, 2021 and 2020, respectively.
Revenue from our management services totaled $3.8 million during the year ended December 31, 2022 and was earned from PINE. ​ Commercial Loans and Investments ​ Interest income from our commercial loans and investments totaled $4.1 million and $4.2 million during the years ended December 31, 2023 and 2022, respectively.
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 and $186.2 million available capacity on the existing $300.0 million Credit Facility, based on our current borrowing base of income properties, as of December 31, 2022.
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, and $137.0 million of undrawn commitments available on the existing $300.0 million Credit Facility as of December 31, 2023.
The sale of the properties generated aggregate gains of $4.7 million. ​ 56 Table of Contents Contractual Obligations. The Company has committed to fund the following capital improvements. The improvements, which are related to several properties, are estimated to be generally completed within twelve months.
The Company has committed to fund the following capital improvements. The improvements, which are related to several properties, are estimated to be generally completed within twelve months.
On February 16, 2023, the Company’s Board of Directors approved a common stock repurchase program, which is expected to be in effect until the approved dollar amount has been used to repurchase shares (the “Common Stock Repurchase Program”).
Accordingly, as of March 31, 2023, no shares of the Company’s common stock remained available for repurchase under the February $5.0 Million Common Stock Repurchase Program. ​ On April 25, 2023, the Board approved a common stock repurchase program, which is expected to be in effect until the approved dollar amount has been used to repurchase shares (the “April $5.0 Million Common Stock Repurchase Program”).
In the aggregate, the Company is obligated under such agreements to repay $447.6 million being long-term to be repaid in excess of one year. As of December 31, 2022, we have no other contractual requirements to make capital expenditures. Other Matters. None.
The Company is also contractually obligated under its various long-term debt and operating lease agreements. In the aggregate, the Company is obligated under such agreements to repay $496.8 million due in excess of one year. As of December 31, 2023, we have no other contractual requirements to make capital expenditures.
The decrease in net income is attributable to the factors described above. ​ ​ 51 Table of Contents COMPARISON OF THE YEARS ENDED DECEMBER 31, 2021 AND 2020 ​ Revenue ​ Total revenue for the year ended December 31, 2021 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2020 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ Operating Segment ​ December 31, 2021 ​ December 31, 2020 ​ $ Variance ​ % Variance Income Properties ​ $ 50,679 ​ $ 49,953 ​ $ 726 ​ 1.5% Management Services ​ ​ 3,305 ​ ​ 2,744 ​ ​ 561 ​ 20.4% Commercial Loans and Investments ​ ​ 2,861 ​ ​ 3,034 ​ ​ (173) ​ (5.7)% Real Estate Operations ​ ​ 13,427 ​ ​ 650 ​ ​ 12,777 ​ 1965.7% Total Revenue ​ $ 70,272 ​ $ 56,381 ​ $ 13,891 ​ 24.6% ​ Total revenue for the year ended December 31, 2021 increased to $70.3 million, compared to $56.4 million during the year ended December 31, 2020.
The increase in net income is attributable to the factors described above. ​ ​ 52 Table of Contents COMPARISON OF THE YEARS ENDED DECEMBER 31, 2022 AND 2021 ​ Revenue ​ Total revenue for the year ended December 31, 2022 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ Operating Segment ​ December 31, 2022 ​ December 31, 2021 ​ $ Variance ​ % Variance Income Properties ​ $ 68,857 ​ $ 50,679 ​ $ 18,178 ​ 35.9% Management Services ​ ​ 3,829 ​ ​ 3,305 ​ ​ 524 ​ 15.9% Commercial Loans and Investments ​ ​ 4,172 ​ ​ 2,861 ​ ​ 1,311 ​ 45.8% Real Estate Operations ​ ​ 5,462 ​ ​ 13,427 ​ ​ (7,965) ​ (59.3)% Total Revenue ​ $ 82,320 ​ $ 70,272 ​ $ 12,048 ​ 17.1% ​ Total revenue for the year ended December 31, 2022 increased to $82.3 million, compared to $70.3 million during the year ended December 31, 2021.
Our cash flows provided by financing activities totaled $201.4 million for the year ended December 31, 2022, compared to cash flows provided by financing activities of $72.9 million for the year ended December 31, 2021, an increase in cash of $128.5 million.
Our cash flows provided by financing activities totaled $2.8 million for the year ended December 31, 2023, compared to cash flows provided by financing activities of $201.4 million for the year ended December 31, 2022, a decrease in cash flows received of $198.6 million.
Proceeds to the Company after distributions to the other member of the Land JV, and before taxes, were $24.5 million. Prior to the completion of the Land JV Sale, the Company was engaged in managing the Land JV, as further described in Note 5, “Related Party Management Services Business” in the notes to the consolidated financial statements in Item 8.
Prior to the completion of the Land JV Sale, the Company was engaged in managing the Land 45 Table of Contents JV, as further described in Note 5, “Management Services Business” in the notes to the consolidated financial statements in Item 8.
The increase in revenues of $18.2 million, or 35.9%, during the year ended December 31, 2022 is primarily related to the significant acquisition volume of multi-tenant properties. 49 Table of Contents Management Services Revenue from our management services totaled $3.8 million during the year ended December 31, 2022, and was earned from PINE.
The direct costs of revenues for our income property operations totaled $20.4 million and $13.8 million for the years ended December 31, 2022 and 2021, respectively. The increase in revenues of $18.2 million, or 35.9%, during the year ended December 31, 2022 is primarily related to the significant acquisition volume of multi-tenant properties.
The Company acquired four multi-tenant income properties and one portfolio of three single-tenant properties during the year ended December 31, 2022 for an aggregate purchase price of $314.0 million, as further described in Note 3, “Income Properties” in the notes to the consolidated financial statements in Item 8.
During the year ended December 31, 2023, the Company acquired four additional buildings within an existing multi-tenanted retail income property, one multi-tenanted retail income property, and one vacant land parcel adjacent to an existing multi-tenanted retail property owned by the Company for an aggregate purchase price of $80.0 million, or a total acquisition cost of $80.3 million, as further described in Note 3, “Income Properties” in the notes to the consolidated financial statements in Item 8.
Real Estate Operations: ​ ● A portfolio of subsurface mineral interests associated with approximately 355,000 surface acres in 19 counties in the State of Florida (“Subsurface Interests”); and ​ ● An inventory of mitigation credits as well as mitigation credits to be produced by the Company’s formerly owned mitigation bank. ​ On December 10, 2021, the entity that held approximately 1,600 acres of undeveloped land in Daytona Beach, Florida (the “Land JV”), of which the Company previously held a 33.5% retained interest, completed the sale of all of its remaining land holdings for $66.3 million to Timberline Acquisition Partners, LLC an affiliate of Timberline Real Estate Partners (the “Land JV Sale”).
Any dividends received from PINE are included in investment and other income (loss) on the accompanying consolidated statements of operations. ​ On December 10, 2021, the entity that held approximately 1,600 acres of undeveloped land in Daytona Beach, Florida (the “Land JV”), of which the Company previously held a 33.5% retained interest, completed the sale of all of its remaining land holdings for $66.3 million to Timberline Acquisition Partners, LLC an affiliate of Timberline Real Estate Partners (the “Land JV Sale”).
During the year ended December 31, 2022, the Company repurchased 145,724 shares of its common stock on the open market for a total cost of $2.8 million, or an average price per share of $19.15. The repurchase program does not have an expiration date. The shares of the Company’s common stock repurchased pursuant to the repurchase program were cancelled.
During the year ended December 31, 2023, prior to March 31, 2023, the Company repurchased 303,354 shares of its common stock on the open market for a total cost of $5.0 million, or an average price per share of $16.48, pursuant to the February $5.0 Million Common Stock Repurchase Program.
The Common Stock Repurchase Program does not obligate the Company to acquire any particular amount of shares of its common stock and may be modified or suspended. Our Board and management consistently review the allocation of capital with the goal of providing the best long-term return for our stockholders.
The Series A Preferred Stock Repurchase Program does not obligate the Company to acquire any particular amount of shares of its Series A Preferred Stock and may be modified or suspended.
We expect dispositions of income properties and Subsurface Interests will qualify under the like-kind exchange deferred-tax structure, and additional financing sources. Dispositions. During the year ended December 31, 2022, the Company sold six properties, two of which were classified as a commercial loan investment due to the respective tenants’ repurchase options, for $81.1 million.
We expect dispositions of income properties and Subsurface Interests will qualify under the like-kind exchange deferred-tax structure, and additional financing sources. Dispositions. During the year ended December 31, 2023, the Company sold nine properties for an aggregate sales price of $87.1 million. The sales of the properties generated aggregate gains of $6.6 million. ​ Contractual Obligations.
The increase (decrease) resulted in an unrealized, non-cash gain (loss) on the Company’s investment in PINE of $10.3 million and ($8.2) million which is included in investment and other income (loss) in the consolidated statements of operations for the years ended December 31, 2021 and 2020, respectively. ​ The Company earned dividend income from the investment in PINE of $2.1 million and $1.7 million during the years ended December 31, 2021 and 2020, respectively. ​ Interest Expense Interest expense totaled $8.9 million and $10.8 million for the years ended December 31, 2021 and 2020, respectively.
The decreases resulted in unrealized, non-cash losses on the Company’s investment in PINE of $4.7 million and $1.7 million which is included in investment and other income in the consolidated statements of operations for the years ended December 31, 2023 and 2022, respectively. ​ The Company earned dividend income from the investment in PINE of $2.5 million and $2.3 million during the years ended December 31, 2023 and 2022, respectively. ​ The Company derecognized two contingent obligations through a $2.8 million increase in investment and other income during the year ended December 31, 2023, pursuant to two leases whereby the Company’s obligation to fund certain tenant improvements was eliminated or expired prior to being exercised.
GAAP financial measures. ​ We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. NAREIT defines FFO as U.S. GAAP net income or loss adjusted to exclude extraordinary items (as defined by U.S.
GAAP financial measures. ​ We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. ​ NAREIT defines FFO as GAAP net income or loss adjusted to exclude real estate related depreciation and amortization, as well as extraordinary items (as defined by GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and impairments associated with the implementation of current expected credit losses on commercial loans and investments at the time of origination, including the pro rata share of such adjustments of unconsolidated subsidiaries.
During the year ended December 31, 2020, operating loss from real estate operations was $2.6 million on revenues totaling $0.7 million.
During the year ended December 31, 2022, operating income from real estate operations was $3.0 million on revenues totaling $5.5 million. The operating income during the years ended December 31, 2023 and 2022 was the result of mitigation credit sales and sales of Subsurface Interests.
The acquisitions of real estate subject to this estimate totaled four multi-tenant income properties and one portfolio of three single-tenant properties for a combined purchase price of $314.0 million for the year ended December 31, 2022 and eight multi-tenant income properties for a combined purchase price of $249.1 million for the year ended December 31, 2021.
The acquisitions of real estate subject to this estimate totaled four additional buildings within an existing multi-tenanted retail income property and one multi-tenanted retail income property for a combined acquisition cost of $76.0 million for the year ended December 31, 2023 and four multi-tenanted retail income properties and one portfolio of three single-tenant properties for a combined acquisition cost of $315.6 million for the year ended December 31, 2022. 57 Table of Contents See Note 2, “Summary of Significant Accounting Policies”, for further discussion of the Company’s accounting estimates and policies.
Additionally, the Company sold the Mitigation Bank for a sales price of $8.1 million during the year ended December 31, 2022, while the company utilized cash of $16.1 million to purchase the remaining interest in the Mitigation Bank during the year ended December 31, 2021, for an increase in cash of $24.2 million.
The decrease of $9.7 million is primarily due to the transaction during the year ended December 31, 2022 whereby the Company sold the Mitigation Bank for a sales price of $8.1 million, which was not a recurring cash flow during the year ended December 31, 2023.
See Note 16, “Long-Term Debt” in the notes to the consolidated financial statements in Item 8 for the Company’s disclosure related to its long-term debt balance at December 31, 2022. Acquisitions and Investments.
The decrease of $198.6 million is primarily related to a decrease in net debt of $97.5 million as well as $98.2 million net decrease in proceeds from capital markets activity which consisted of a common stock offering and ATM activity during the year ended December 31, 2022 with a higher volume of common stock repurchases during the year ended December 31, 2023. 55 Table of Contents See Note 16, “Long-Term Debt” in the notes to the consolidated financial statements in Item 8 for the Company’s disclosure related to its long-term debt balance at December 31, 2023.
The increase in total revenue is primarily attributable to increased revenue from real estate operations related to the sale of the Daytona Beach Development, Subsurface Interests and mitigation credits, as further described below, in addition to increased income produced by the Company’s recent income property acquisitions versus that of properties disposed of by the Company during the comparative period.
The increase in total revenue is primarily attributable to increased revenue produced by the Company’s income property acquisitions during the latter part of the year ended December 31, 2022 and in the year ended December 31, 2023 versus that of properties disposed. Revenues further benefited from increased management fee income from PINE of $0.6 million.
Additionally, during the three months ended June 30, 2020, the Company sold four of its commercial loans and investments in an effort to strengthen the Company’s liquidity in light of the COVID-19 Pandemic. ​ Real Estate Operations ​ During the year ended December 31, 2021, operating income from real estate operations was $4.8 million on revenues totaling $13.4 million.
The decrease is due to the timing of investments and repayments by borrowers within the Company’s commercial loans and investment portfolio. ​ Real Estate Operations ​ During the year ended December 31, 2023, operating income from real estate operations was $2.3 million on revenues totaling $4.0 million.
The slight decrease in operating income from our income property operations reflects increased rent revenues, offset by an increase of $1.8 million in our direct costs of revenues which is also related to the timing of acquisitions versus dispositions. 52 Table of Contents Management Services Revenue from our management services totaled $3.3 million during the year ended December 31, 2021, including $3.2 million and $0.1 million earned from PINE and the Land JV, respectively.
The increase in revenues of $27.8 million, or 40.4%, during the year ended December 31, 2023 is primarily attributable to the Company’s income property acquisitions during the latter part of the year ended December 31, 2022 and in the year ended December 31, 2023. 50 Table of Contents Management Services Revenue from our management services totaled $4.4 million during the year ended December 31, 2023, and was earned primarily from PINE with less than $0.1 million earned from the Portfolio Management Agreement.
The assumed $30.0 million mortgage note and the 2025 Notes both had higher interest rates than the Credit Facility and term loans. 55 Table of Contents Net Income ​ Net income attributable to the Company totaled $29.9 million and $78.5 million during the years ended December 31, 2021 and 2020, respectively.
The increase of $11.3 million resulted primarily from overall higher leverage as well as higher marginal interest rates and higher interest rates on the non-fixed portion of the Credit Facility balance. ​ Net Income ​ Net income attributable to the Company totaled $5.5 million and $3.2 million during the years ended December 31, 2023 and 2022, respectively.
The direct costs of revenues for our income property operations totaled $13.8 million and $12.0 million for the years ended December 31, 2021 and 2020, respectively. The increase in revenues of $0.7 million, or 1.5%, during the year ended December 31, 2021 is primarily related to the timing of acquisitions versus dispositions.
Income Properties Revenue and operating income from our income property operations totaled $96.7 million and $68.2 million, respectively, during the year ended December 31, 2023, compared to total revenue and operating income of $68.9 million and $48.5 million, respectively, for the year ended December 31, 2022.
Removed
As of December 31, 2022, we owned 8 single-tenant and 15 multi-tenant income-producing properties comprising 3.7 million square feet of gross leasable space.
Added
Real Estate Operations: A portfolio of subsurface mineral interests associated with approximately 352,000 surface acres in 19 counties in the State of Florida (“Subsurface Interests”); and an inventory of mitigation credits produced by the Company’s formerly owned mitigation bank. Our business also includes our investment in PINE.
Removed
Any dividends received from PINE are included in investment and other income (loss) on the accompanying consolidated statements of operations.
Added
Proceeds to the Company after distributions to the other member of the Land JV, and before taxes, were $24.5 million.
Removed
GAAP), net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and real estate related depreciation and amortization, including the pro rata share of such adjustments of unconsolidated subsidiaries.
Added
These increases were offset by a $1.5 million decrease in real estate operations which is primarily due to more mitigation credit sales occurring during the year ended December 31, 2022 versus December 31, 2023.
Removed
Revenues further benefited from increased management fee income from PINE.
Added
There were more mitigation credit sales and sales of Subsurface Interests during the year ended December 31, 2022 versus the year ended December 31, 2023. ​ General and Administrative Expenses ​ Total general and administrative expenses for the year ended December 31, 2023 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ General and Administrative Expenses (in thousands) ​ December 31, 2023 ​ December 31, 2022 ​ $ Variance ​ % Variance Recurring General and Administrative Expenses ​ $ 10,576 ​ $ 9,667 ​ $ 909 ​ 9.4% Non-Cash Stock Compensation ​ ​ 3,673 ​ ​ 3,232 ​ ​ 441 ​ 13.6% Total General and Administrative Expenses ​ $ 14,249 ​ $ 12,899 ​ $ 1,350 ​ 10.5% ​ Gains (Losses) on Disposition of Assets and Provision for Impairment ​ Gain on Disposition of Assets – 2023 Dispositions.
Removed
These increases were offset by a decrease in revenue generated from the Company’s portfolio of commercial loans and investments. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ Income Property Operations Revenue (in thousands) ​ December 31, 2021 ​ December 31, 2020 ​ $ Variance ​ % Variance Revenue From Recent Acquisitions ​ $ 8,846 ​ $ — ​ $ 8,846 ​ 100.0% Revenue From Recent Dispositions ​ ​ — ​ ​ 7,986 ​ ​ (7,986) ​ (100.0)% Revenue From Remaining Portfolio ​ ​ 41,429 ​ ​ 40,213 ​ ​ 1,216 ​ 3.0% Accretion of Above Market/Below Market Intangibles ​ ​ 404 ​ ​ 1,754 ​ ​ (1,350) ​ (77.0)% Total Income Property Operations Revenue ​ $ 50,679 ​ $ 49,953 ​ $ 726 ​ 1.5% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ Real Estate Operations Revenue (in thousands) ​ December 31, 2021 ​ December 31, 2020 ​ $ Variance ​ % Variance Mitigation Credit Sales ​ $ 708 ​ $ 6 ​ $ 702 ​ 11700.0% Subsurface Revenue ​ ​ 4,724 ​ ​ 638 ​ ​ 4,086 ​ 640.4% Fill Dirt and Other Revenue ​ ​ — ​ ​ 6 ​ ​ (6) ​ (100.0)% Land Sales Revenue ​ ​ 7,995 ​ ​ — ​ ​ 7,995 ​ 100.0% Total Real Estate Operations Revenue ​ $ 13,427 ​ $ 650 ​ $ 12,777 ​ 1965.7% Income Properties Revenue and operating income from our income property operations totaled $50.7 million and $36.9 million, respectively, during the year ended December 31, 2021, compared to total revenue and operating income of $50.0 million and $38.0 million, respectively, for the year ended December 31, 2020.
Added
During the year ended December 31, 2023, the Company sold nine income properties, including (i) an outparcel of the multi-tenant property known as Eastern Commons, located in Henderson, Nevada, for $2.1 million, (ii) four outparcels of the multi-tenant property known as Crossroads Towne Center, located in Chandler, Arizona, for an aggregate sale price of $11.5 million, (iii) a single tenant office property located in Reston, Virginia leased to General Dynamics for $18.5 million, (iv) a multi-tenant property known as Westcliff, located in Fort Worth, Texas, for $14.8 million, (v) a multi-tenant property known as Eastern Commons, located in Henderson, Nevada, for $18.2 million, (vi) a single tenant office property known as Sabal Pavilion located in Tampa, Florida for $22.0 million.
Removed
The decrease is due to the timing of investments and sales within the Company’s commercial loans and investments portfolio, as further described below. ​ 2021 Portfolio. As of December 31, 2021, the Company’s commercial loans and investments portfolio included two commercial loan investments and two commercial properties.
Added
The sales of these nine properties reflect a total disposition volume of $87.1 million and resulted in aggregate gains on sales of $6.6 million, which consisted of aggregate gains on disposition of $8.2 million, aggregate losses on disposition of $0.7 million, and an impairment charge prior to sale of $0.9 million. ​ Loss on Disposition of Assets – 2022 Dispositions.
Removed
The timing of the investments includes (i) the origination of one commercial loan investment during the fourth quarter of 2020, (ii) the origination of one commercial loan investment during the second quarter of 2021, and (iii) the acquisition of two commercial properties during the third quarter of 2020 and 2019, individually, which are accounted for as commercial loan investments due to future repurchase rights. ​ 2020 Portfolio.
Added
During the year ended December 31, 2022 , the Company sold six income properties, including (i) Party City, a single-tenant income property located in Oceanside, New York for $6.9 million, (ii) the Carpenter Hotel ground lease, a single-tenant income property located in Austin, Texas, which was recorded as a commercial loan investment prior to its disposition, for $17.1 million, (iii) the multi-tenant Westland Gateway Plaza located in Hialeah, Florida, which was recorded as a commercial loan investment prior to its disposition, for $22.2 million, (iv) Chuy’s, a single-tenant property, located in Jacksonville, Florida for $5.8 million, (v) Firebirds, a single-tenant property, located in Jacksonville, Florida for $5.5 million, and (vi) 245 Riverside, a multi-tenant office 51 Table of Contents income property located in Jacksonville, Florida for $23.6 million.
Removed
As of December 31, 2020, the Company’s commercial loans and investments portfolio included one commercial loan investment and two commercial properties, of which one was originated during the third quarter of 2019, and two were originated during the third and fourth quarter of 2020.
Added
The sale of these six properties reflect a total disposition volume of $81.1 million, resulting in aggregate gains on sales of $4.7 million. ​ The $4.7 million in aggregate income property sale gains were offset by an $11.9 million loss on the sale of the Company’s Mitigation Bank during the year ended December 31, 2022. ​ Provision for Impairment.
Removed
The operating income during the year ended December 31, 2021 was primarily due to the sale of the Daytona Beach Development for $6.25 million, in addition to the sale of approximately 84,900 acres of Subsurface Interests totaling $4.6 million and six mitigation credits totaling $0.7 million, which revenues were offset by $8.5 million aggregate cost of sales, as compared to the year ended December 31, 2020 which includes an aggregate charge to cost of sales totaling $3.1 million, primarily comprised of $2.9 million attributable to 42 mitigation credits provided at no cost to buyers in addition to the Company’s purchase of two mitigation credits for $0.2 million. ​ General and Administrative Expenses ​ Total general and administrative expenses for the year ended December 31, 2021 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2020 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ General and Administrative Expenses ​ December 31, 2021 ​ December 31, 2020 ​ $ Variance ​ % Variance Recurring General and Administrative Expenses ​ $ 7,879 ​ $ 7,355 ​ $ 524 ​ 7.1% Non-Cash Stock Compensation ​ ​ 3,168 ​ ​ 2,786 ​ ​ 382 ​ 13.7% REIT Conversion and Other Non-Recurring Items ​ ​ 155 ​ ​ 1,426 ​ ​ (1,271) ​ (89.1)% Total General and Administrative Expenses ​ $ 11,202 ​ $ 11,567 ​ $ (365) ​ (3.2)% ​ Gains (Losses) and Impairment Charges ​ 2021 Dispositions.
Added
In the aggregate, $1.5 million of impairment charges were recorded during the year ended December 31, 2023, as described below, with no such charges during the year ended December 31, 2022. ​ During the year ended December 31, 2023, the Company recorded a $0.9 million impairment charge on the sale of the Westcliff Property.
Removed
During the year ended December 31, 2021, the Company sold one multi-tenant income property and 14 single-tenant income properties for a total disposition volume of $162.3 million.
Added
The purchase and sale agreement for the Company’s sale of the Westcliff Property was executed on July 28, 2023. The impairment charge of $0.9 million represents the sales price, less the book value of the asset as of September 30, 2023, less costs to sell.
Removed
The sale of the properties generated aggregate gains of $28.2 million. ​ ​ ​ 53 Table of Contents The income properties disposed of during the year ended December 31, 2021 are described below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tenant Description Tenant Type ​ Date of Disposition ​ Sales Price ​ Gain on Sale World of Beer/Fuzzy's Taco Shop, Brandon, FL ​ Multi-Tenant ​ 01/20/21 ​ $ 2,310 ​ $ 599 Moe's Southwest Grill, Jacksonville, FL (4) ​ Single-Tenant ​ 02/23/21 ​ ​ 2,541 ​ ​ 109 Burlington, N.
Added
The sale of the Westcliff Property closed on October 12, 2023. ​ During the year ended December 31, 2023, the Company recorded a $0.6 million impairment charge representing the provision for credit losses related to our commercial loans and investments. ​ Depreciation and Amortization ​ Depreciation and amortization totaled $44.2 million and $28.9 million during the years ended December 31, 2023 and 2022, respectively.
Removed
Richland Hills, TX ​ Single-Tenant ​ 04/23/21 ​ ​ 11,528 ​ ​ 62 Staples, Sarasota, FL ​ Single-Tenant ​ 05/07/21 ​ ​ 4,650 ​ ​ 662 CMBS Portfolio (1) ​ Single-Tenant ​ 06/30/21 ​ ​ 44,500 ​ ​ 3,899 Chick-fil-A, Chandler, AZ (4) ​ Single-Tenant (2) ​ 07/14/21 ​ ​ 2,884 ​ ​ 1,582 JPMorgan Chase Bank, Chandler, AZ (4) ​ Single-Tenant (2) ​ 07/27/21 ​ ​ 4,710 ​ ​ 2,738 Fogo De Chao, Jacksonville, FL (4) ​ Single-Tenant (3) ​ 09/02/21 ​ ​ 4,717 ​ ​ 866 Wells Fargo, Raleigh, NC ​ Single-Tenant ​ 09/16/21 ​ ​ 63,000 ​ ​ 17,480 24 Hour Fitness, Falls Church, VA ​ Single-Tenant ​ 12/16/21 ​ ​ 21,500 ​ ​ 212 Total ​ $ 162,340 ​ $ 28,209 (1) On June 30, 2021, the Company sold the CMBS Portfolio to PINE for an aggregate purchase price of $44.5 million.
Added
The liabilities were previously included in Accrued and Other Liabilities on the Company’s consolidated balance sheets. ​ Interest Expense Interest expense totaled $22.4 million and $11.1 million for the years ended December 31, 2023 and 2022, respectively.
Removed
(2) Represents a single-tenant outparcel to Crossroads Towne Center, the Company’s multi-tenant income property located in Chandler, Arizona. (3) Represents a single-tenant property at The Strand at St. Johns Town Center, the Company’s multi-tenant income property located in Jacksonville, Florida. (4) Property or outparcel represents a ground lease. ​ 2020 Dispositions.
Added
Management Services Revenue from our management services totaled $3.8 million during the year ended December 31, 2022, and was earned from PINE.
Removed
During the year ended December 31, 2020, the Company sold 11 income properties and one vacant land parcel for a total disposition volume of $86.5 million. The sale of the properties generated aggregate gains of $8.6 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeFINANCIAL STATEMENT S 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 STATEMENT S 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.
The Company has entered into interest rate swap agreements to hedge against changes in future cash flows resulting from fluctuating interest rates related to certain of its debt borrowings, see Note 17, “Interest Rate Swaps” in the notes to the consolidated financial statements in Item 8.
The Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from fluctuating interest rates related to certain of its debt borrowings, see Note 17, “Interest Rate Swaps” in the notes to the consolidated financial statements in Item 8.
A hypothetical change in the interest rate of 100 basis points (i.e., 1%) would affect our financial position, results of operations, and cash flows by $1.1 million and $0.7 million as of December 31, 2022 and 2021, respectively.
A hypothetical change in the interest rate of 100 basis points (i.e., 1%) would affect our financial position, results of operations, and cash flows by $0.6 million and $1.1 million as of December 31, 2023 and 2022, respectively.
As of December 31, 2022 and 2021, the outstanding balance on our Credit Facility totaled $113.8 million and $67.0 million, of which $113.8 million and $67.0 million, respectively, were not fixed by virtue of an interest rate swap agreement.
As of December 31, 2023 and 2022, the outstanding balance on our Credit Facility totaled $163.0 million and $113.8 million, of which $63.0 million and $113.8 million, respectively, were not fixed by virtue of an interest rate swap agreement.

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