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What changed in CTO Realty Growth, Inc.'s 10-K — 2023 vs 2024

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

+223 added−203 removedSource: 10-K (2025-02-20) vs 10-K (2024-02-22)

Top changes in CTO Realty Growth, Inc.'s 2024 10-K

223 paragraphs added · 203 removed · 160 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

40 edited+9 added−15 removed68 unchanged
Biggest changeAny 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.
Biggest changeAny 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, 2024, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ Income Properties ​ $ 110,591 ​ $ 96,663 ​ $ 68,857 Management Fee Income ​ ​ 4,590 ​ ​ 4,388 ​ ​ 3,829 Interest Income from Commercial Loans and Investments ​ 7,357 ​ ​ 4,084 ​ 4,172 Real Estate Operations ​ ​ 1,981 ​ ​ 3,984 ​ ​ 5,462 Total Revenues ​ $ 124,519 ​ $ 109,119 ​ $ 82,320 Operating Income: ​ ​ ​ ​ ​ ​ ​ ​ ​ Income Properties ​ $ 78,806 ​ $ 68,208 ​ $ 48,492 Management Services ​ ​ 4,590 ​ ​ 4,388 ​ ​ 3,829 Commercial Loans and Investments ​ ​ 7,357 ​ ​ 4,084 ​ ​ 4,172 Real Estate Operations ​ ​ 544 ​ ​ 2,261 ​ ​ 2,970 General and Administrative Expenses ​ ​ (16,269) ​ ​ (14,249) ​ ​ (12,899) Privision for Impairment ​ ​ (676) ​ ​ (1,556) ​ ​ — Depreciation and Amortization ​ ​ (65,049) ​ ​ (44,173) ​ ​ (28,855) Gain (Loss) on Disposition of Assets ​ ​ 8,308 ​ ​ 7,543 ​ ​ (7,042) Total Operating Income ​ $ 17,611 ​ $ 26,506 ​ $ 10,667 Identifiable Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Income Properties ​ $ 1,039,466 ​ $ 887,345 ​ $ 902,427 Management Services ​ ​ 1,481 ​ ​ 1,395 ​ ​ 1,370 Commercial Loans and Investments ​ ​ 105,763 ​ ​ 62,099 ​ ​ 32,269 Real Estate Operations ​ ​ 611 ​ ​ 2,343 ​ ​ 4,041 Corporate and Other (1) ​ ​ 34,323 ​ ​ 36,486 ​ ​ 46,438 Total Assets ​ $ 1,181,644 ​ $ 989,668 ​ $ 986,545 (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.
Our strategy for investing in income-producing properties is focused on factors including, but not limited to, long-term real estate fundamentals and target markets, including markets we believe to be faster growing, business-friendly markets exhibiting accommodative business tax policies, outsized relative job and population growth.
Our strategy for investing in income-producing properties is focused on factors including, but not limited to, long-term real estate fundamentals and target markets, including markets we believe to be faster growing, business-friendly markets exhibiting accommodative business tax policies, and outsized relative job and population growth.
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.
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, 2024, the Company had 37 full-time employees and considers its employee relations to be satisfactory.
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 .
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 . 2024 Commercial Loans and Investments Portfolio .
Should we need to re-lease our single-tenant income properties or space(s) in our multi-tenant properties, we would compete with many other property owners in the local market based on, among other elements, price, location of our property, potential tenant improvements, and lease term. ​ Our business plan may also focus on investing in commercial real estate through the acquisition or origination of mortgage financings secured by commercial real estate.
Should we need to re-lease our single-tenant income properties or space(s) in our multi-tenant properties, we would compete with many other property owners in the local market based on, among other elements, price, location of our property, potential tenant improvements, and lease term. ​ Our business plan may also focus on investing in commercial real estate through the acquisition or origination of mortgage financings secured by commercial real estate and similar financial instruments.
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.
As of December 31, 2024, the fair value of our investment totaled $39.7 million, or 14.8% 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.
INCOME PROPERTIES We have pursued a strategy of investing in income-producing properties, when possible, by utilizing the proceeds from real estate transactions, including the disposition of income properties and non-income producing assets, borrowing capacity under the Credit Facility and issuances of equity and debt securities.
INCOME PROPERTIES We have pursued a strategy of investing in income-producing properties, when possible, by utilizing the proceeds from real estate transactions, including the disposition of income properties, borrowing capacity under the Credit Facility, term loans and issuances of equity and debt securities.
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.
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, 2024, the Company owned 23 income properties in 7 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.
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, 2024, we own and manage, sometimes utilizing third-party property management companies, 23 commercial real estate properties in 7 states in the United States, comprising 4.7 million square feet of gross leasable space.
As of December 31, 2022, the Company’s commercial loans and investments portfolio included three commercial loan investments and one preferred equity investment with a carrying value of $31.9 million. 2021 Commercial Loans and Investments Portfolio .
As of December 31, 2022, the Company’s commercial loans and investments portfolio included three commercial loan investments and one preferred equity investment with a carrying value of $31.9 million. Provision for Impairment – Commercial Loans and Investments.
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.
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 related to credit losses during the year ended December 31, 2022. ​ 7 Table of Contents REAL ESTATE OPERATIONS Mitigation Credits and Mitigation Credit Rights.
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.
We sold two multi-tenant income properties during the year ended December 31, 2024. 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.
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.
The Company receives 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.
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.
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.
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.
In addition to our income property portfolio, as of December 31, 2024, our business included the following: Management Services: A fee-based management business that is engaged in managing PINE, as well as: (i) a portfolio of assets pursuant to the Portfolio Management Agreement (hereinafter defined) and (ii) Subsurface Interests (hereinafter defined) pursuant to the Subsurface Management Agreement (hereinafter defined), as further described in Note 5, “Management Services Business” in the notes to the consolidated financial statements in Item 8.
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.
The sale of the Westcliff Property closed on October 12, 2023. ​ 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.
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.
Our strategy is to utilize leverage, when appropriate and necessary, and potentially proceeds from sales of income properties, and the disposition or payoffs of our commercial loans and investments to acquire income properties.
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.
Our current portfolio of 17 multi-tenant properties generates $87.2 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, 2024.
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.
Johns Town Center ​ Jacksonville ​ FL ​ 211,197 West Broad Village ​ Glen Allen ​ VA ​ 392,146 17 Multi-Tenant Properties ​ ​ ​ ​ ​ 4,434,771 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 23 Total Properties ​ ​ ​ ​ ​ 4,686,563 (1) The MainStreet Portfolio is comprised of 3 single tenant properties.
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.
Of the aggregate $224.4 million acquisition cost, $46.5 million was allocated to land, $156.7 million was allocated to buildings and improvements, and $32.4 million was allocated to intangible assets pertaining to the in-place lease value, leasing costs, and above market lease value and $11.2 million was allocated to intangible liabilities for the below market lease value.
The investments are associated with commercial real estate located in the United States and its territories, and are current or performing with either a fixed or floating rate. Some of these loans may be syndicated in either a pari-passu or senior/subordinated structure.
The investments are associated with commercial real estate located in the United States, and are current or performing with either a fixed or floating rate. Some of these loans may be syndicated in either a pari-passu or senior/subordinated structure. Commercial first mortgage loans generally provide for a higher recovery rate due to their senior position in the underlying collateral.
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.
During the year ended December 31, 2024, the Company acquired five multi-tenanted retail income properties, one building within an existing multi-tenanted retail income property owned by the Company, and one vacant land parcel within an existing multi-tenanted retail income property owned by the Company for an aggregate purchase price of $226.8 million, or a total acquisition cost of $224.4 million.
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.
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 7 Table of Contents 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.
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.
During the year ended December 31, 2024, 14.99 mitigation credits were sold for $1.8 million, resulting in a gain on sale of $0.5 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.
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.
Following is a summary of these properties: ​ ​ ​ ​ ​ ​ ​ Tenant / Property City State Area (Square Feet) 369 N.
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.
There were no sales of subsurface oil, gas, and mineral rights during the year ended December 31, 2024 prior to the sale of the entire portfolio for $5.0 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.
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.
New York Ave. ​ Winter Park ​ FL ​ 27,948 Ashford Lane ​ Atlanta ​ GA ​ 277,123 Beaver Creek Crossings ​ Apex ​ NC ​ 322,113 Carolina Pavilion ​ Charlotte ​ NC ​ 685,714 Crossroads Towne Center ​ Chandler ​ AZ ​ 221,658 Granada Plaza ​ Dunedin ​ FL ​ 74,178 Lake Brandon Village ​ Brandon ​ FL ​ 102,022 Madison Yards ​ Atlanta ​ GA ​ 162,521 Marketplace at Seminole ​ Sanford ​ FL ​ 315,066 Millenia Crossing ​ Orlando ​ FL ​ 100,385 Plaza at Rockwall ​ Rockwall ​ TX ​ 446,521 Price Plaza ​ Katy ​ TX ​ 200,576 The Collection at Forsyth ​ Cumming ​ GA ​ 560,665 The Exchange at Gwinnett ​ Buford ​ GA ​ 97,366 The Shops at Legacy ​ Plano ​ TX ​ 237,572 The Strand at St.
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.
During the year ended December 31, 2024, the Company sold its remaining mitigation credits. As of December 31, 2023, the Company owned mitigation credits with an aggregate cost basis of $1.0 million.
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.
As of December 31, 2024, the Company’s commercial loans and investments portfolio included five commercial loan investments and two preferred equity investments with a carrying value of $105.0 million. 2023 Commercial Loans and Investments Portfolio .
Our focus on acquiring income-producing investments includes a continual review of our existing income property portfolio to identify opportunities to recycle our capital through the sale of income properties based on, among other possible factors, the current or expected performance of the property and favorable market conditions.
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 5.2 years as of December 31, 2024. 4 Table of Contents Our focus on acquiring income-producing investments includes a continual review of our existing income property portfolio to identify opportunities to recycle our capital through the sale of income properties based on, among other possible factors, the current or expected performance of the property and favorable market conditions.
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.
There were no impairment charges on the Company’s income property portfolio during each of the years ended December 31, 2024 or 2022. During the year ended December 31, 2023, the Company recorded a $0.9 million impairment charge on the sale of the Westcliff Property.
Du ring the year ended December 31 , 2023, the remaining mitigation credit rights were released and transferred to mitigation credits as they became available for sale. 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.
A balance of mitigation credits and mitigation credit rights were retained by the Company as part of the sale agreement of which none remained as of December 31, 2024 . 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, 2021, the Company sold six mitigation credits for proceeds of $0.7 million with a cost basis of $0.5 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. Subsurface Interests. The Company sold its remaining acres of Subsurface Interests during the year ended December 31, 2024 for $5.0 million, or a gain on sale of $4.5 million.
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 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).
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 2022 ​ 100% / 100% ​ 89% / 86% 2023 ​ 100% / 100% ​ 90% / 90% 2024 ​ 100% / 100% ​ 90% / 86% ​ ​ 5 Table of Contents The information on lease expirations of our total income property portfolio for each of the ten years starting with 2025 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) 2025 ​ 48 ​ 253,988 ​ $ 6,426 ​ 7.1% 2026 ​ 66 ​ 533,638 ​ $ 11,530 ​ 12.7% 2027 ​ 74 ​ 610,078 ​ $ 10,114 ​ 11.1% 2028 ​ 70 ​ 986,326 ​ $ 19,467 ​ 21.4% 2029 ​ 58 ​ 373,692 ​ $ 9,200 ​ 10.1% 2030 ​ 46 ​ 295,988 ​ $ 6,637 ​ 7.3% 2031 ​ 45 ​ 333,038 ​ $ 7,631 ​ 8.4% 2032 ​ 30 ​ 165,739 ​ $ 4,187 ​ 4.6% 2033 ​ 28 ​ 177,469 ​ $ 5,370 ​ 5.9% 2034 ​ 30 ​ 240,651 ​ $ 5,341 ​ 5.9% (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).
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.
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.
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 sold approximately 14,600 acres of subsurface oil, gas, and mineral rights for a sales price of $1.7 million. The Company historically released 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 $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.
Cash payments for the release of surface entry rights totaled $0.1 million, $0.7 million, and $0.2 million during the years ended December 31, 2024, 2023, and 2022, respectively. ​ 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.
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.
Management fee income earned pursuant to the Portfolio Management Agreement, is included in management fee income on the Company’s consolidated statement of operations and is further described in Note 5, “Management Services Business” in the notes to the consolidated financial statements in Item 8. 6 Table of Contents Asset Management Agreement.
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.
Management fee income earned pursuant to the Subsurface Management Agreement is included in management fee income on the Company’s consolidated statement of operations and is further described in Note 5, “Management Services Business” in the notes to the consolidated financial statements in Item 8.
Removed
Commercial Loans and Investments: A portfolio of four commercial loan investments and one preferred equity investment which is classified as a commercial loan investment.
Added
Commercial Loans and Investments: A portfolio of five commercial loan investments and two preferred equity investments which are classified as commercial loan investments. Real Estate Operations: During the year ended December 31, 2024, the Company sold its remaining mitigation credits. These credits were produced by the Company’s formerly owned mitigation bank.
Removed
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”).
Added
During the year ended December 31, 2024, the Company sold its portfolio of subsurface mineral interests associated with approximately 352,000 surface acres in 19 counties in the State of Florida (“Subsurface Interests”), as further described in Note 6, “Real Estate Operations”.
Removed
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.
Added
As part of the Subsurface Interests sale, the Company entered into a management agreement with the buyer to provide ongoing management services (the “Subsurface Management Agreement”). ​ Our business also includes our investment in PINE.
Removed
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.
Added
The weighted average amortization period for the intangible assets and liabilities was 5.7 years at acquisition. ​ During the year ended December 31, 2024, the Company sold two income properties for an aggregate sales price of $38.0 million and aggregate gains on sales of $3.8 million.
Removed
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.
Added
The sales consisted of (i) one mixed use income property in downtown Santa Fe, New Mexico for $20.0 million, resulting in a gain of $4.6 million, and (ii) one multi-tenant income property located in West Jordan, Utah for $18.0 million, resulting in a loss on sale of $0.8 million.
Removed
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.
Added
On February 16, 2024, the Company entered into the Subsurface Management Agreement with a third party in conjunction with the sale of the Company’s remaining Subsurface Interests as further described in Note 6, “Real Estate Operations” below. The Company receives management fees and may receive other fees pursuant to the Subsurface Management Agreement.
Removed
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.
Added
During the year ended December 31, 2024, the Company originated three loans and one preferred equity investment for a total investment of $104.0 million, of which $65.0 million was funded during the year, and received cash repayments of principal totaling $20.3 million.
Removed
During the year ended December 31, 2021, the Company also generated management fees as the Land JV manager. Pursuant to the terms of the operating agreement for the Land JV, the initial amount of the management fee was $20,000 per month.
Added
During the year ended December 31, 2024, the Company recorded a $0.7 million impairment charge, comprised of a $0.2 million charge related to the discount provided to the borrower on their early repayment of the Sabal Pavilion loan, as described in Note 4, “Commercial Loans and Investments”, and a $0.5 million increase in our CECL allowance due to a net increase in principal outstanding on the Company’s portfolio of commercial loans and investments.
Removed
The management fee was evaluated quarterly, and as land sales occurred in the Land JV, the basis for our management fee was reduced as the management fee was based on the value of real property that remained in the Land JV. The monthly management fee as of December 31, 2021, was $10,000 per month.
Added
As of December 31, 2023, the Company owned 352,000 acres of Subsurface Interests. The Company leases certain of the Subsurface Interests to mineral exploration firms for exploration.
Removed
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.
Removed
During the year ended December 31, 2021, the Company originated a loan in connection with the sale of a land parcel with an existing structure located in Daytona Beach, Florida. The principal loan amount of $0.4 million bears interest at a fixed rate of 10.00% and has an initial term of 1.5 years.
Removed
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.
Removed
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 million. The Company is not prohibited from selling any or all of its Subsurface Interests.
Removed
Should the Company complete a transaction to sell all or a portion of its Subsurface Interests or complete a release transaction, the Company may utilize the Section 1031 like-kind exchange structure in acquiring one or more replacement investments including income-producing properties.
Removed
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.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

51 edited+25 added−7 removed336 unchanged
Biggest changeIf 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.
Biggest changeTo the extent we issue shares of our common stock to satisfy all or a portion of the settlement of our 2025 Notes, settlement of some or all of the 2025 Notes will dilute the ownership interest of our existing stockholders.
Our management agreement with PINE is subject to termination for events of default or non-performance, and any such termination could have a material adverse effect on our business, results of operations and financial condition. ​ Our management with PINE may be terminated by PINE in certain circumstances.
Our management agreement with PINE is subject to termination for events of default or non-performance, and any such termination could have a material adverse effect on our business, results of operations and financial condition. ​ Our management agreement with PINE may be terminated by PINE in certain circumstances.
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.
Illiquid assets typically experience greater price volatility, as a ready market does not exist, and can be more difficult to value. In addition, 23 Table of Contents validating third party pricing for illiquid assets may be more subjective than more liquid assets.
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.
These strategies, particularly the effect of 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.
There can be no assurance that the IRS would not challenge our estimate of the loan value of the real property. ​ 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.
There can be no assurance that the IRS would not challenge our estimate of the loan value of the real property. ​ Because of competition, we may not be able to originate or 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 originate or acquire such loan investments at favorable spreads over our borrowing costs.
A lack of demand for rental space could adversely affect our ability to maintain our current tenants and gain new tenants, which may affect our growth, profitability and ability to pay dividends. ​ Our business is dependent upon our tenants successfully operating their businesses, and their failure to do so could materially and adversely affect us. ​ Each of our properties is occupied by a single tenant or multiple tenants.
A lack of demand for rental space could adversely affect our ability to maintain our current tenants and gain new tenants, which may affect our growth, profitability and ability to pay dividends. ​ Our business is dependent upon our tenants successfully operating their businesses, and their failure to do so could materially and adversely affect us. ​ Each of our income properties is occupied by a single tenant or multiple tenants.
In addition, these defaults could impair the Company’s access to the debt and equity markets. ​ Our Convertible Notes Certain investors in the convertible debt issuance may also invest in our common stock utilizing trading strategies which may increase the volatility in or adversely affect the trading price and liquidity of our common stock. ​ Investors in, and potential purchasers of, the 2025 Notes may employ, or seek to employ, a convertible arbitrage strategy with respect to the 2025 Notes.
In addition, these defaults could impair the Company’s access to the debt and equity markets. ​ Our Convertible Notes Certain investors in the 2025 Notes may also invest in our common stock utilizing trading strategies which may increase the volatility in or adversely affect the trading price and liquidity of our common stock. ​ Investors in, and potential purchasers of, the 2025 Notes may employ, or seek to employ, a convertible arbitrage strategy with respect to the 2025 Notes.
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.
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, 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.
If a hurricane, earthquake, natural disaster, health pandemic or other similar significant disruption occurs, we may experience disruptions to our operations and damage to our properties, which could have an adverse effect on our business, our financing condition, our results of operations, and our cash flows.
If a hurricane, fire, earthquake, natural disaster, health pandemic or other similar significant disruption occurs, we may experience disruptions to our operations and damage to our properties, which could have an adverse effect on our business, our financing condition, our results of operations, and our cash flows.
Our charter also provides that any attempt to own or transfer shares of our common stock or preferred stock in excess of the stock ownership limits without the consent of the Board or in a manner that would cause us to be “closely held” under Section 856(h) of the Code (without regard to whether the shares are held during the last half of a taxable year) will result in the shares being automatically transferred to a trustee for a charitable trust or, if the transfer to the charitable trust is not automatically effective to prevent a violation of the share ownership limits or the restrictions on ownership and transfer of our shares, any such transfer of our shares will be null and void. ​ Our rights and the rights of our stockholders to take action against our directors and executive officers are limited, which could limit your recourse in the event of actions not in your best interest. ​ Our charter limits the liability of our present and former directors and executive officers to us and our stockholders for money damages to the maximum extent permitted under Maryland law.
Our charter also provides that any attempt to own or transfer shares of our common stock or preferred stock in excess of the stock ownership limits without the consent of the Board or in a manner that would cause us to be “closely held” under Section 856(h) of the Code (without regard to whether the shares are held during the last half of a taxable year) will result in the shares being automatically transferred to a trustee for a charitable trust or, if the transfer to the charitable trust is not automatically effective to prevent a violation of the share ownership limits or the restrictions on ownership and transfer of our shares, any such transfer of our shares will be null and void. 30 Table of Contents ​ Our rights and the rights of our stockholders to take action against our directors and executive officers are limited, which could limit your recourse in the event of actions not in your best interest. ​ Our charter limits the liability of our present and former directors and executive officers to us and our stockholders for money damages to the maximum extent permitted under Maryland law.
Should we incur realized losses on liquidating these investments, our financial position, results of operations and cash flows would be adversely impacted. ​ General We are subject to a number of risks inherent with the real estate industry and in the ownership of real estate assets or investment in financings secured by real estate, which may adversely affect our returns from our investments, our financial condition, results of operations and cash flows. ​ Factors beyond our control can affect the performance and value of our real estate assets including our income properties, investments in commercial loans or similar financings secured by real estate or other investments, and our Subsurface Interests.
Should we incur realized losses on liquidating these investments, our financial position, results of operations and cash flows would be adversely impacted. ​ General We are subject to a number of risks inherent with the real estate industry and in the ownership of real estate assets or investment in financings secured by real estate, which may adversely affect our returns from our investments, our financial condition, results of operations and cash flows. ​ Factors beyond our control can affect the performance and value of our real estate assets including our income properties, and investments in commercial loans or similar financings secured by real estate or other investments.
Allegations 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.
Allegations 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, 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; ● 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.
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.
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.
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).
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 ( i.e. , our taxable year ended December 31, 2020).
Interest rate collars limit our exposure to rising interest rates while also limited our benefit from declining interest rates. ​ Our use of derivative instruments also involves the risk that a counterparty to a hedging arrangement could default on its obligation and the risk that we may have to pay certain costs, such as transaction fees or breakage costs, if a hedging arrangement is terminated by us.
Interest rate collars limit our exposure to rising interest rates while also limiting our benefit from declining interest rates. ​ Our use of derivative instruments also involves the risk that a counterparty to a hedging arrangement could default on its obligation and the risk that we may have to pay certain costs, such as transaction fees or breakage costs, if a hedging arrangement is terminated by us.
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.
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, 2024, 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 accounting method for our 2025 Notes, which may be settled in cash, may have a material effect on our reported financial results. ​ Under Accounting Standards Codification (“ASC”) 470-20, Debt with Conversion and Other Options , which we refer to as ASC 470-20, an entity must separately account for the liability and equity components of the convertible debt instruments (such as the 2025 Notes) that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost.
The accounting method for our 2025 Notes, which may be settled in cash, may have a material effect on our reported financial results. ​ Under Accounting Standards Codification (“ASC”) 470-20, Debt with Conversion and Other Options , which we refer to as ASC 470-20, an entity must separately account for the liability and equity components of convertible debt instruments (such as the 2025 Notes) that may be settled entirely or partially in cash upon conversion in a manner that 27 Table of Contents reflects the issuer’s economic interest cost.
Our successful performance as the manager of PINE also depends on our ability to access debt financing for PINE, and on acceptable terms.
Our successful performance as the manager of PINE also depends on our ability to access debt financing for PINE, on acceptable terms.
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.
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 28 Table of Contents operated, and we may be required to pay other costs relating to hazardous or toxic substances.
Adverse economic conditions such as high unemployment levels, rising interest rates, increased tax rates and increasing fuel and energy costs may have an impact on the results of operations and financial conditions of our tenants, which would likely adversely impact us.
Adverse economic conditions such as high unemployment levels, higher interest rates, increased tax rates and increasing fuel and energy costs may have an impact on the results of operations and financial conditions of our tenants, which would likely adversely impact us.
We may also need to change our accounting systems and processes to enable us to comply with the new standards, which may be costly. ​ For additional information regarding new accounting standards, refer to Note 2, “Summary of Significant Accounting Policies” in the notes to the consolidated financial statements in Item 8. under the heading "Recently Issued Accounting Standards.” Actions of the U.S. government, including the U.S.
We may also need to change our accounting systems and processes to enable us to comply with the new standards, which may be costly. ​ 37 Table of Contents For additional information regarding new accounting standards, refer to Note 2, “Summary of Significant Accounting Policies” in the notes to the consolidated financial statements in Item 8. under the heading "Recently Issued Accounting Standards.” Actions of the U.S. government, including the U.S.
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.
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.
Any sales in the public market of our common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the 2025 Notes may encourage short selling by market participants because the conversion of the 2025 Notes could depress the price of our common stock .
Any sales in the public market of our common stock issuable upon such settlement could adversely affect prevailing market prices of our common stock. In addition, the existence of the 2025 Notes may encourage short selling by market participants because the settlement of the 2025 Notes could depress the price of our common stock.
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.
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.
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.
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 . ​ 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.
Adverse incidents with respect to ESG activities could impact the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations. Additionally, new legislative or regulatory initiatives related to ESG could adversely affect our business. ​ ITEM 1B. UNRESOLVED STAFF COMMENT S None. ​
Adverse incidents with respect to ESG activities could impact the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations. Additionally, new legislative or regulatory initiatives related to ESG could adversely affect our business. 42 Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENT S None. ​
While we believe that the Special Distribution satisfied the requirements relating to the distribution of our Pre-REIT Conversion Earnings and Profits, the determination of the amount of accumulated earnings and profits attributable to non-REIT years is a complex factual and legal determination. There are substantial uncertainties relating to the computation of our Pre-REIT Earnings and Profits.
While we believe that the Special Distribution satisfied the requirements relating to the distribution of our Pre-REIT Conversion Earnings and Profits, the determination 31 Table of Contents of the amount of accumulated earnings and profits attributable to non-REIT years is a complex factual and legal determination. There are substantial uncertainties relating to the computation of our Pre-REIT Earnings and Profits.
Losing our REIT status would reduce our net earnings available for investment or distribution to stockholders because of the additional tax liability. In addition, distributions to stockholders would no longer qualify for the dividends paid deduction, and we would no longer be required to make distributions.
Losing our REIT status would reduce our net earnings available for investment or distribution to stockholders because of the additional tax liability. In addition, distributions to stockholders would no longer qualify for the dividends paid deduction, and we would no longer 32 Table of Contents be required to make distributions.
Further, certain expenditures necessary to operate our income property operations generally do not decrease and may in fact increase in response to weakening economic conditions or other market disruptions, which expenditures may include maintenance costs, insurance costs and, in some instances, interest expense.
Further, certain expenditures necessary to operate our income properties generally do not decrease and may in fact increase in response to weakening economic conditions or other market disruptions, which expenditures may include maintenance costs, insurance costs and, in some instances, interest expense.
Any weather conditions, man-made or natural disasters, terrorist attack or effect of climate change, whether or not insured, could have a material adverse effect on our financial performance, liquidity and the market price of our common or preferred stock.
Any weather conditions, man-made or natural disasters, terrorist attack or effect of climate change, whether or not insured, could have a material adverse effect 29 Table of Contents on our financial performance, liquidity and the market price of our common or preferred stock.
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.
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.
In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy our mezzanine loan.
In the event of a bankruptcy of the entity providing the 20 Table of Contents pledge of its ownership interests as security, we may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy our mezzanine loan.
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.
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.
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.
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.
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.
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 38 Table of Contents institutions and the financial services industry.
Any such decline may result in our tenant failing to make rental payments when due, declining to extend a lease upon its expiration, delaying occupancy of our property or the commencement of the lease or becoming insolvent or declaring bankruptcy.
Any such decline may result in our tenant failing to make rental payments when due, declining to extend a lease upon its expiration, delaying occupancy of our property or the commencement of the lease or becoming insolvent or filing for bankruptcy protection.
Any decline in their value, a significant decrease in the rent received from the portfolio, or perceived market uncertainty about the value of our income properties, could make it difficult for us to obtain or renew financing on favorable terms or at all, or maintain our compliance with terms of any financing arrangements already in place.
Any decline in their value, a significant decrease in the income received from our income-producing assets, or perceived market uncertainty about the value of our income-producing assets, could make it difficult for us to obtain or renew financing on favorable terms or at all, or maintain our compliance with terms of any financing arrangements already in place.
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.
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.
Declines in the value of the assets in which we invest will adversely affect our financial condition and results of operations and make it costlier to finance these assets. ​ Generally, we use our income property investments as collateral for our financings or as the borrowing base for our Credit Facility.
Declines in the value of the assets in which we invest will adversely affect our financial condition and results of operations and make it costlier to finance these assets. ​ Generally, we use our income-producing assets and certain loan investments secured by real property as collateral for our financings or as the borrowing base for our Credit Facility.
The fair value of our long-lived assets depends on market conditions, including estimates of future demand for these assets, and the revenues that can be generated from such applicable assets including land or an income property.
The fair value of our long-lived assets depends on market conditions, including estimates of future demand for these assets, and the revenues that can be generated from such applicable assets.
The Company’s real estate investments are generally illiquid. ​ Real estate investments, including investments in income properties, joint ventures and Subsurface Interests, are relatively illiquid; therefore, it may be difficult for us to sell such assets if the need or desire arises, and otherwise the Company’s ability to make rapid adjustments in the size and content of our income property portfolio or other real estate assets in response to economic or other conditions is limited.
The Company’s real estate investments are generally illiquid. ​ Real estate investments, including investments in income properties and investments in commercial loans or similar financings secured by real estate, are relatively illiquid; therefore, it may be difficult for us to sell such assets if the need or desire arises, and otherwise the Company’s ability to make rapid adjustments in the size and content of our income property portfolio or other real estate assets in response to economic or other conditions is limited.
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 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. ​ Future sales of our common stock or other securities convertible into our common stock could cause the market value of our common stock to decline and could result in dilution of your shares.
Uninsured losses may adversely affect the Company’s ability to pay outstanding indebtedness. ​ The Company’s income-producing properties are generally covered by comprehensive liability, fire, and extended insurance coverage, typically paid by the tenant under the triple-net and double-net lease structure. The Company believes the insurance carried on our properties is adequate and in accordance with industry standards.
Uninsured losses may adversely affect the Company’s financial condition and results of operations. ​ The Company’s income-producing properties are generally covered by comprehensive liability, fire, and extended insurance coverage, typically paid by the tenant under the triple-net and double-net lease structure. The Company believes the insurance carried on our properties is adequate and in accordance with industry standards.
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.
Sales of substantial amounts of our common stock, or the perception that such sales could occur, may adversely affect the market price of our common stock. 41 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.
As a result, we may not be able to acquire commercial loans or similar financings in the future at all or at favorable spreads over our borrowing costs, which could adversely impact our results of operations and cash flows and would likely result in the need for any growth in our portfolio of income-producing assets to be achieved through the acquisition of income properties.
As a result, we may not be able to originate or acquire commercial loans or similar financings in the future at all or at favorable spreads over our borrowing costs, which could adversely impact our results of operations and cash flows.
The Company’s rights and obligations with respect to its leases are governed by written agreements with its tenants. A court could determine that one or more provisions of such an agreement are unenforceable, such as a particular remedy, a termination provision, or a provision governing the Company’s remedies for default of the tenant.
A court could determine that one or more provisions of such an agreement are unenforceable, such as a particular remedy, a termination provision, or a provision governing the Company’s remedies for default of the tenant.
Should any such cyber incidents or similar events occur, the Company’s assets, particularly cash, could be lost and, as a result, the Company’s ability to execute its business and strategy could be impaired, thereby adversely affecting its financial condition, results of operations, and cash flows.
Should any such cyber incidents or similar events occur, the Company’s assets, particularly cash, could be lost and, as a result, the Company’s ability to execute its business and strategy could be impaired, thereby adversely affecting its financial condition, results of operations, and cash flows. ​ New technologies also continue to develop, including tools that harness generative artificial intelligence and other machine learning techniques (collectively, “AI”).
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.
Such geographic concentrations could be heightened by the fact that our investments may be concentrated in certain areas that are affected by epidemics or pandemics more than other areas. 16 Table of Contents 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.
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.
See “—Other Operational Risks—Uninsured losses may adversely affect the Company’s financial condition and results of operations.” 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.
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.
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. 39 Table of Contents 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 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.
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.
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Such geographic concentrations could be heightened by the fact that our investments may be concentrated in certain areas that are affected by epidemics or pandemics such as COVID-19 more than other areas.
Added
Certain provisions of the Company’s leases may be unenforceable. The Company’s rights and obligations with respect to its leases are governed by written agreements with its tenants.
Removed
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.
Added
To the extent we issue shares of our common stock to satisfy all or a portion of the settlement of our 2025 Notes, the settlement of some or all of the 2025 Notes will dilute the ownership interests of our existing stockholders.
Removed
A fundamental change may also constitute an event of default or a prepayment event under, and result in the acceleration of the maturity of, our then-existing indebtedness.
Added
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 ​ Property insurance costs may continue to increase, and in some cases insurance may not be available.
Removed
In addition, upon conversion of the 2025 Notes, unless we elect to deliver solely shares of our common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the 2025 Notes being converted.
Added
In the past few years, the costs of property insurance have increased significantly, and these increased costs have had an adverse effect on us. In addition, in some instances, property insurance may be unavailable altogether.
Removed
There is no assurance that we will have sufficient financial resources, or will be able to arrange financing, to pay the fundamental change purchase price or make cash payments upon conversion.
Added
Increased insurance costs or the unavailability of some insurance coverages altogether have adversely affected our ability to profitably operate and dispose of our income properties, as well as the ability of the owners of the properties that secure our commercial loans and other investments to profitably operate and dispose of those properties.
Removed
In addition, restrictions in our then existing credit facilities or other indebtedness, if any, may not allow us to purchase the 2025 Notes upon a fundamental change or make cash payments upon conversion.
Added
Market conditions may also limit the scope of insurance or coverage available to us or the owners of the properties that secure our commercial loans and other investments on economic terms.
Removed
Our failure to purchase the 2025 Notes upon a fundamental change or make cash payments upon conversion thereof when required would result in an event of default with respect to the 2025 Notes which could, in turn, constitute a default under the terms of our other indebtedness, if any.
Added
Any uninsured loss with respect to a property relating to one of our investments could result in the corresponding non-performance of or loss on our investment related to such property.
Added
Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect our performance. Political leaders in the U.S. and certain foreign countries have recently been elected on protectionist platforms, fueling doubts about the future of global free trade.
Added
The U.S. government has indicated its intent to alter its approach to international trade policy and in some cases to renegotiate certain existing trade agreements with foreign countries. In addition, the U.S. government has recently imposed tariffs on certain foreign goods and has indicated a willingness to impose tariffs on imports of other products.
Added
Some foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods and have indicated a willingness to impose additional tariffs on U.S. products. Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect our performance.
Added
AI is developing at a rapid pace and becoming more accessible.
Added
As a result, the use of such new technologies by us or our service providers or counterparties can present additional known and unknown risks, including, among others, the risk that confidential information may be stolen, misappropriated or disclosed and the risk that we, our service providers and/or our counterparties may rely on incorrect, unclear or biased outputs generated by such technologies, any of which could have an adverse impact on us and our business.
Added
See “—Artificial intelligence and other machine learning techniques could increase competitive, operational, legal and regulatory risks to our business in ways that we cannot predict.” ​ Artificial intelligence and other machine learning techniques could increase competitive, operational, legal and regulatory risks to our business in ways that we cannot predict. ​ The use of AI by us and others, and the overall adoption of AI throughout society, may exacerbate or create new and unpredictable competitive, operational, legal and regulatory risks to our business.
Added
There is substantial uncertainty about the extent to which AI will result in dramatic changes throughout the world, and we may not be able to anticipate, prevent, mitigate or remediate all of the potential risks, challenges or impacts of such changes. These changes could potentially disrupt, among other things, our business model, investment strategies and operational processes.
Added
Some of our competitors may be more successful than us in the development and implementation of new technologies, including services and platforms based on AI, to improve their operations.
Added
If we are unable to adequately advance our capabilities in these areas, or do so at a slower pace than others in our industry, we may be at a competitive disadvantage. 40 Table of Contents If the data we, or third parties whose services we rely on, use in connection with the possible development or deployment of AI is incomplete, inadequate or biased in some way, the performance of our business could suffer.
Added
In addition, recent technological advances in AI both present opportunities and pose risks to us. Data in technology that uses AI may contain a degree of inaccuracy and error, which could result in flawed algorithms in various models used in our business.
Added
The volume and reliance on data and algorithms also make AI more susceptible to cybersecurity threats, including data poisoning and the compromise of underlying models, training data or other intellectual property. Our personnel or the personnel of our service providers could, without being known to us, improperly utilize AI and machine learning-technology while carrying out their responsibilities.
Added
This could reduce the effectiveness of AI technologies and adversely impact us and our operations to the extent that we rely on the AI’s work product. ​ There is also a risk that AI may be misused or misappropriated by third parties we engage.
Added
For example, a user may input confidential information, including material non-public information or personally identifiable information, into AI applications, resulting in the information becoming a part of a dataset that is accessible by third-party technology applications and users, including our competitors.
Added
Further, we may not be able to control how third-party AI that we choose to use is developed or maintained, or how data we input is used or disclosed. The misuse or misappropriation of our data could have an adverse impact on our reputation and could subject us to legal and regulatory investigations or actions or create competitive risk.
Added
In addition, the use of AI by us or others may require compliance with legal or regulatory frameworks that are not fully developed or tested, and we may face litigation and regulatory actions related to our use of AI.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThese members of our management team, together with the MSP, will monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents and will report such threats and incidents to the Audit Committee when appropriate. 42 Table of Contents ​ Our President and Chief Executive Officer, Senior Vice President, Chief Financial Officer and Treasurer, and Senior Vice President, General Counsel and Corporate Secretary each hold degrees in their respective fields, and have an average of over 20 years of experience managing risks at the Company and similar companies, including risks arising from cybersecurity threats. ​ Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected and are not reasonably likely to affect the Company, including its business strategy, results of operations or financial condition.
Biggest changeThese members of our management team, together with the MSP, monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents and will report such threats and incidents to the Audit Committee when appropriate. ​ Our Senior Vice President, Chief Financial Officer and Treasurer, Senior Vice President, General Counsel and Corporate Secretary, and Senior Vice President and Chief Accounting Officer each hold degrees in their respective fields, and have approximately 20 years or more of experience managing risks at the Company and similar companies, including risks arising from cybersecurity threats. ​ Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected and are not reasonably likely to affect the Company, including its business strategy, results of operations or financial condition.
Cybersecurity—Governance,” the Board’s oversight of cybersecurity risk management will be supported by the Audit Committee, which regularly interacts with the Company’s management team. ● Collaborative Approach: CTO has implemented a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management, the Audit Committee, and the Board in a timely manner. ● Technical Safeguards: Together with the MSP, we deploy technical safeguards that are designed to protect information systems from cybersecurity threats, including firewalls, intrusion prevention systems, endpoint detection and response systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. ● Incident Response and Recovery Planning: Together with the MSP, we have established a written information security incident response plan that addresses the response to a cybersecurity incident, which plan will be tested and evaluated on a regular basis. ● Third-Party Risk Management: Together with the MSP, we maintain a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of our systems, as well as the systems of third parties that could adversely impact the Company’s business in the event of a cybersecurity incident affecting those third-party systems. ● Education and Awareness: As directed by the Company, the MSP provides regular training for Company personnel regarding cybersecurity threats as a means to equip such personnel with effective tools to address cybersecurity threats, and to communicate evolving information security policies, standards, processes and practices. ​ Together with the MSP, we will engage in the periodic assessment and testing of our policies, standards, processes and practices that are designed to address cybersecurity threats and incidents.
Cybersecurity—Governance,” the Board’s oversight of cybersecurity risk management is supported by the Audit Committee, which regularly interacts with the Company’s management team. ● Collaborative Approach: CTO has implemented a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management, the Audit Committee, and the Board in a timely manner. ● Technical Safeguards: Together with the MSP, we deploy technical safeguards that are designed to protect information systems from cybersecurity threats, including firewalls, intrusion prevention systems, endpoint detection and response systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. ● Incident Response and Recovery Planning: Together with the MSP, we have established a written information security incident response plan that addresses the response to a cybersecurity incident, which is tested and evaluated on a regular basis. ● Third-Party Risk Management: Together with the MSP, we maintain a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of our systems, as well as the systems of third parties that could adversely impact the Company’s business in the event of a cybersecurity incident affecting those third-party systems. ● Education and Awareness: As directed by the Company, the MSP provides regular training for Company personnel regarding cybersecurity threats as a means to equip such personnel with effective tools to address cybersecurity threats, and to communicate evolving information security policies, standards, processes and practices. ​ Together with the MSP, we engage in the periodic assessment and testing of our policies, standards, processes and practices that are designed to address cybersecurity threats and incidents.
These efforts will include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning. The MSP regularly assesses our cybersecurity measures, including information security maturity, and regularly reviews our information security control environment and operating effectiveness.
These efforts include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning. The MSP regularly assesses our cybersecurity measures, including information security maturity, and regularly reviews our information security control environment and operating effectiveness.
The charter of the Audit Committee also provides that the Audit Committee may receive additional training in cybersecurity and data privacy matters to enable its oversight of such risks and that the Audit Committee will regularly report to the Board the substance of such reviews and discussions and, as necessary, recommend to the Board such actions as the Audit Committee deems appropriate. ​ Our President and Chief Executive Officer, Senior Vice President, Chief Financial Officer and Treasurer, and Senior Vice President, General Counsel and Corporate Secretary work collaboratively with the MSP to implement a program designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with a written information security incident response plan that we have adopted.
The charter of the Audit Committee also provides that the Audit Committee may receive additional training in cybersecurity and data privacy matters to enable its oversight of such risks and that the Audit Committee will regularly report to the Board the substance of such reviews and discussions and, as necessary, recommend to the Board such actions as the Audit Committee deems appropriate. ​ Our Senior Vice President, Chief Financial Officer and Treasurer, Senior Vice President, General Counsel and Corporate Secretary, and Senior Vice President and Chief Accounting Officer work collaboratively with the MSP to implement a program designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with a written information security incident response plan that we have adopted.
ITEM 1C. CYBERSECURITY The Board recognizes the critical importance of maintaining the trust and confidence of our tenants and business partners. The Board plays an active role in overseeing management of our risks, and cybersecurity represents an important component of the Company’s overall approach to risk management and oversight.
ITEM 1C. CYBERSECURIT Y The Board recognizes the critical importance of maintaining the trust and confidence of our tenants and business partners. The Board plays an active role in overseeing management of our risks, and cybersecurity represents an important component of the Company’s overall approach to risk management and oversight.
The Company has adopted a written information security incident response plan, which, as discussed below, is overseen by the Audit Committee of the Board (the “Audit Committee”). ​ Risk Management and Strategy ​ The Company’s cybersecurity program is focused on the following key areas: ​ 41 Table of Contents ● Governance: As discussed in more detail under “Item 1C.
The Company has adopted a written information security incident response plan, which, as discussed below, is overseen by the Audit Committee of the Board (the “Audit Committee”). ​ Risk Management and Strategy ​ The Company’s cybersecurity program is focused on the following key areas: ​ ● Governance: As discussed in more detail under “Item 1C.
The results of such assessments, audits and reviews will be reported to the Audit Committee and the Board, and we will adjust our cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments, audits and reviews. ​ Governance ​ The Board, in coordination with the Audit Committee, will oversee the Company’s cybersecurity risk management process.
The results of such assessments, audits and reviews are reported to the Audit Committee and the Board, and we will adjust our cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments, audits and reviews. ​ ​ 43 Table of Contents Governance ​ The Board, in coordination with the Audit Committee, oversees the Company’s cybersecurity risk management process.

Item 2. Properties

Properties — owned and leased real estate

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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.
Biggest changeITEM 2. PROPERTIES Our principal offices are located at 369 N. New York Avenue, Suite 201, Winter Park, Florida 32789. As of December 31, 2024, the Company owns the following assets: (i) 6 properties occupied by single-tenants located in Florida and New Mexico and (ii) 17 multi-tenanted retail properties located in Arizona, Florida, Georgia, North Carolina, Texas, and Virginia.
Removed
ITEM 2. PROPERTIES Our principal offices are located at 369 N. New York Avenue, Suite 201, Winter Park, Florida 32789.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeSee Note 22, “Commitments and Contingencies” in the notes to the consolidated financial statements in Item 8 for additional disclosure related to the Company’s legal proceedings. ITEM 4. MINE SAFETY DISCLOSURE S Not applicable. PART I I
Biggest changeSee Note 22, “Commitments and Contingencies” in the notes to the consolidated financial statements in Item 8 for additional disclosure related to the Company’s legal proceedings. ITEM 4. MINE SAFETY DISCLOSURE S Not applicable. 44 Table of Contents PART I I

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, 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”).
Biggest changeRecent Sales of Unregistered Securities ​ There were no unregistered sales of equity securities during the year ended December 31, 2024 which were not previously reported. ​ Issuer Purchases of Equity Securities ​ None. ​ 45 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, and the 2024 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, 2024, 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; and (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 “2024 Peer Group”). ​ ​ ​ ​ ​ ​ ​ ​ 46 Table of Contents ​ ​ ITEM 6. [Reserved] ​
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 number of stockholders of record as of February 13, 2025 (without regard to shares held in nominee or street name) was 497. 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.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUIT Y, RELATED STOCKHOLDER MATTERS, AND ISSUER REPURCHASES OF EQUITY SECURITIES COMMON STOCK PRICES AND DIVIDENDS The Company’s common stock trades on the NYSE under the symbol “CTO”. The Company has paid dividends on a continuous basis since 1976, the year in which its initial dividends were paid.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUIT Y, RELATED STOCKHOLDER MATTERS, AND ISSUER REPURCHASES OF EQUITY SECURITIES COMMON STOCK PRICES AND DIVIDENDS The Company’s common stock trades on the NYSE under the symbol “CTO”. Aggregate annual dividends per common share, which were paid quarterly, totaled $1.52 during each of the years ended December 31, 2024 and 2023.
Removed
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.
Removed
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 changeAdditional 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.
Biggest changeAdditional data for fiscal years 2024, 2023, and 2022 is included elsewhere in this report. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Years Ended ​ 2024 2023 2022 2021 2020 Total Revenues ​ $ 124,519 ​ $ 109,119 ​ $ 82,320 ​ $ 70,272 ​ $ 56,381 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Income ​ $ 17,611 ​ $ 26,506 ​ $ 10,667 ​ $ 23,345 ​ $ 12,280 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) Attributable to the Company ​ $ (1,965) ​ $ 5,530 ​ $ 3,158 ​ $ 29,940 ​ $ 78,509 Distributions to Preferred Stockholders ​ ​ (6,814) ​ ​ (4,772) ​ ​ (4,781) ​ ​ (2,325) ​ ​ — Net Income (Loss) Attributable to Common Stockholders ​ $ (8,779) ​ $ 758 ​ $ (1,623) ​ $ 27,615 ​ $ 78,509 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Per Share Information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and Diluted: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) From Continuing Operations Attributable to Common Stockholders ​ $ (0.35) ​ $ 0.03 ​ $ (0.09) ​ $ 1.56 ​ $ 5.56 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends Declared and Paid - Preferred Stock ​ $ 1.59 ​ $ 1.59 ​ $ 1.59 ​ $ 0.77 ​ $ — Dividends Declared and Paid - Common Stock ​ $ 1.52 ​ $ 1.52 ​ $ 1.49 ​ $ 1.33 ​ $ 4.63 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Summary of Financial Position: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate—Net ​ $ 901,338 ​ $ 734,463 ​ $ 734,721 ​ $ 494,695 ​ $ 442,384 Total Assets ​ $ 1,181,644 ​ $ 989,668 ​ $ 986,545 ​ $ 733,139 ​ $ 666,700 Stockholders’ Equity ​ $ 612,798 ​ $ 457,526 ​ $ 504,770 ​ $ 430,480 ​ $ 350,899 Long-Term Debt ​ $ 518,993 ​ $ 495,370 ​ $ 445,583 ​ $ 278,273 ​ $ 273,830 ​ ​ 48 Table of Contents Non-U.S.
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.
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 during 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.
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.
For the years ended December 31, 2024, 2023 and 2022, a total of $2.1 million, $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.
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.
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. ​ ​ 54 Table of Contents 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.
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.
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. 58 Table of Contents CRITICAL ACCOUNTING ESTIMATES Critical accounting estimates include those estimates made in accordance with U.S.
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”).
Shares may be purchased under the December 2023 $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”).
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.
During the year ended 57 Table of Contents 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 2023 $5.0 Million Common Stock Repurchase Program.
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.
The increase of $15.3 million is primarily due to the increase in the Company’s income property portfolio. ​ 55 Table of Contents 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.
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.
FFO, Core FFO, and AFFO may not be comparable to similarly titled measures employed by other companies. ​ 49 Table of Contents Reconciliation of Non-U.S.
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.
As of December 31, 2024, the fair value of our investment totaled $39.7 million, or 14.8% 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.
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.
Pursuant to the December 2023 $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.
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.
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, 2024, we own and manage, sometimes utilizing third-party property management companies, 23 commercial real estate properties in 7 states in the United States, comprising 4.7 million square feet of gross leasable space.
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.
The increase in net income is attributable to the factors described above. ​ LIQUIDITY AND CAPITAL RESOURCES ​ Cash totaled $17.4 million at December 31, 2024, including restricted cash of $8.3 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, 2024. ​ Our total cash balance at December 31, 2024, reflected cash flows provided by our operating activities totaling $69.3 million during the year ended December 31, 2024, compared to the prior year’s cash flows provided by operating activities totaling $46.4 million for the year ended December 31, 2023, an increase of $22.9 million.
The April $5.0 Million Common Stock Repurchase 56 Table of Contents Program does not obligate the Company to acquire any particular amount of shares of its common stock and may be modified or suspended.
The December 2023 $5.0 Million 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.
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.
In addition to our income property portfolio, as of December 31, 2024, our business included the following: Management Services: A fee-based management business that is engaged in managing PINE, as well as: (i) a portfolio of assets pursuant to the Portfolio Management Agreement (hereinafter defined) and (ii) Subsurface Interests (hereinafter defined) pursuant to the Subsurface Management Agreement (hereinafter defined), as further described in Note 5, “Management Services Business” in the notes to the consolidated financial statements in Item 8.
COMMON STOCK REPURCHASE PROGRAM ​ On February 16, 2023, the Board approved a common stock repurchase program (the “February $5.0 Million Common Stock Repurchase Program”). Pursuant to the February $5.0 Million Common Stock Repurchase Program, the Company was authorized to repurchase shares of its common stock for a total purchase price of up to $5.0 million.
Pursuant to the February 2023 $5.0 Million Common Stock Repurchase Program, the Company was authorized to repurchase shares of its common stock for a total purchase price of up to $5.0 million.
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.
Any dividends received from PINE are included in investment and other income (loss) on the accompanying consolidated statements of operations. ​ 47 Table of Contents 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.
GAAP 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.
GAAP Measures (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2024 ​ December 31, 2023 ​ December 31, 2022 Net Income (Loss) Attributable to the Company ​ $ (1,965) ​ $ 5,530 ​ $ 3,158 Add Back: Effect of Dilutive Interest Related to 2025 Notes (1) ​ ​ — ​ ​ — ​ ​ — Net Income (Loss) Attributable to the Company, If-Converted ​ $ (1,965) ​ $ 5,530 ​ $ 3,158 Depreciation and Amortization of Real Estate ​ ​ 64,981 ​ ​ 44,107 ​ ​ 28,799 Loss (Gain) on Disposition of Assets, Net of Tax ​ ​ (8,308) ​ ​ (7,543) ​ ​ 4,170 Gain on Disposition of Other Assets ​ ​ (904) ​ ​ (2,272) ​ ​ (2,992) Provision for Impairment ​ ​ 676 ​ ​ 1,556 ​ ​ — Realized and Unrealized Loss on Investment Securities ​ ​ 463 ​ ​ 3,689 ​ ​ 1,697 Extinguishment of Contingent Obligation ​ ​ — ​ ​ (2,815) ​ ​ — Funds from Operations ​ ​ 54,943 ​ ​ 42,252 ​ ​ 34,832 Distributions to Preferred Stockholders ​ ​ (6,814) ​ ​ (4,772) ​ ​ (4,781) Funds From Operations Attributable to Common Stockholders ​ ​ 48,129 ​ ​ 37,480 ​ ​ 30,051 Amortization of Intangibles to Lease Income ​ ​ (254) ​ ​ 2,303 ​ ​ 2,161 Less: Effect of Dilutive Interest Related to 2025 Notes (1) ​ ​ — ​ ​ — ​ ​ — Core Funds From Operations Attributable to Common Stockholders ​ ​ 47,875 ​ ​ 39,783 ​ ​ 32,212 Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Straight-Line Rent Adjustment ​ ​ (1,681) ​ ​ (1,159) ​ ​ (2,166) COVID-19 Rent Repayments ​ ​ — ​ ​ 46 ​ ​ 105 Other Depreciation and Amortization ​ ​ (13) ​ ​ (91) ​ ​ (232) Amortization of Loan Costs, Discount on Convertible Debt, and Capitalized Interest ​ ​ 955 ​ ​ 821 ​ ​ 774 Non-Cash Compensation ​ ​ 3,637 ​ ​ 3,673 ​ ​ 3,232 Adjusted Funds From Operations Attributable to Common Stockholders ​ $ 50,773 ​ $ 43,073 ​ $ 33,925 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Number of Common Shares: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 25,361,379 ​ ​ 22,529,703 ​ ​ 18,508,201 Diluted (2) ​ ​ 25,401,176 ​ ​ 22,529,703 ​ ​ 18,508,201 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends Declared and Paid - Preferred Stock ​ $ 1.59 ​ $ 1.59 ​ $ 1.59 Dividends Declared and Paid - Common Stock ​ $ 1.52 ​ $ 1.52 ​ $ 1.49 (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.
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.
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, as well as adding back the interest related to the 2025 Convertible Senior Notes, if the effect is dilutive.
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.
During the year ended December 31, 2024, the Company acquired five multi-tenant income properties, one vacant land parcel within an existing multi-tenant property owned by the Company, and one building within an existing multi-tenant income property owned by the Company for an aggregate purchase price of $226.8 million, or a total acquisition cost of $224.4 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 repurchased 65,946 shares of its common stock on the open market for a total cost of $1.0 million, or an average price per share of $15.72, pursuant to the April $5.0 Million Common Stock Repurchase Program, leaving $4.0 million remaining of the April $5.0 Million Common Stock Repurchase Program as of December 31, 2023. ​ In the aggregate, under the February $5.0 Million Common Stock Repurchase Program and April $5.0 Million Common Stock Repurchase Program, the Company repurchased 369,300 shares of its common stock on the open market for a total cost of $6.0 million, or an average price per share of $16.35. ​ SERIES A PREFERRED STOCK REPURCHASE PROGRAM ​ On February 16, 2023, the Company’s Board of Directors approved a Series A Preferred Stock repurchase program, which is expected to be in effect until the approved dollar amount has been used to repurchase shares (the “Series A Preferred Stock Repurchase Program”).
During the year ended December 31, 2024, the Company repurchased 40,726 shares of its common stock on the open market for a total cost of $0.7 million, or an average price per share of $16.28, pursuant to the December 2023 $5.0 Million Common Stock Repurchase Program, leaving $4.3 million remaining of the December 2023 $5.0 Million Common Stock Repurchase Program as of December 31, 2024. ​ ​ SERIES A PREFERRED STOCK REPURCHASE PROGRAM ​ On February 16, 2023, the Board approved a Series A Preferred Stock repurchase program, which is expected to be in effect until the approved dollar amount has been used to repurchase shares (the “Series A Preferred Stock Repurchase Program”).
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 improvements, which are related to several properties, are estimated to be generally completed within twelve months.
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.
These commitments, as of December 31, 2024, are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ As of December 31, 2024 Total Commitment (1) ​ $ 17,608 Less Amount Funded ​ ​ (2,681) Remaining Commitment ​ $ 14,927 (1) Commitment includes tenant improvements, leasing commissions, rebranding, facility expansion and other capital improvements.
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”).
Accordingly, as of March 31, 2023, no shares of the Company’s common stock remained available for repurchase under the February 2023 $5.0 Million Common Stock Repurchase Program. ​ On April 25, 2023, the Board approved a common stock repurchase program (the “April 2023 $5.0 Million Common Stock Repurchase Program”).
During the year ended December 31, 2023, the Company repurchased 21,192 shares of Series A Preferred Stock on the open market for a total cost of $0.4 million, or an average price per share of $18.45. Our Board and management consistently review the allocation of capital with the goal of providing the best long-term return for our stockholders.
During the year ended December 31, 2023, the Company repurchased 21,192 shares of Series A Preferred Stock on the open market for a total cost of $0.4 million, or an average price per share of $18.45.
(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.
(2) A total of 3.6 million shares, 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 income (loss) attributable to common stockholders for the years ended December 31, 2024, 2023 or 2022, respectively, because they were antidilutive to the net income (loss) attributable to common stockholders in each respective period. ​ 50 Table of Contents Other Data (in thousands except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2024 ​ December 31, 2023 ​ December 31, 2022 FFO Attributable to Common Stockholders ​ $ 48,129 ​ $ 37,480 ​ $ 30,051 FFO Attributable to Common Stockholders per Common Share - Diluted (1) ​ $ 1.89 ​ $ 1.66 ​ $ 1.62 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Core FFO Attributable to Common Stockholders ​ $ 47,875 ​ $ 39,783 ​ $ 32,212 Core FFO Attributable to Common Stockholders per Common Share - Diluted (1) ​ $ 1.88 ​ $ 1.77 ​ $ 1.74 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AFFO Attributable to Common Stockholders ​ $ 50,773 ​ $ 43,073 ​ $ 33,925 AFFO Attributable to Common Stockholders per Common Share - Diluted (1) ​ $ 2.00 ​ $ 1.91 ​ $ 1.83 (1) The weighted average shares used to compute per share amounts for FFO Attributable to Common Stockholders per Common Share – Diluted, Core FFO Attributable to Common Stockholders per Common Share - Diluted, and AFFO Attributable to Common Stockholders per Common Share - Diluted do not reflect any dilution related to the ultimate settlement of the 2025 Convertible Senior Notes. ​ COMPARISON OF THE YEARS ENDED DECEMBER 31, 2024 AND 2023 ​ Revenue ​ Total revenue for the year ended December 31, 2024 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ Operating Segment ​ December 31, 2024 ​ December 31, 2023 ​ $ Variance ​ % Variance Income Properties ​ $ 110,591 ​ $ 96,663 ​ $ 13,928 ​ 14.4% Management Services ​ ​ 4,590 ​ ​ 4,388 ​ ​ 202 ​ 4.6% Commercial Loans and Investments ​ ​ 7,357 ​ ​ 4,084 ​ ​ 3,273 ​ 80.1% Real Estate Operations ​ ​ 1,981 ​ ​ 3,984 ​ ​ (2,003) ​ (50.3)% Total Revenue ​ $ 124,519 ​ $ 109,119 ​ $ 15,400 ​ 14.1% ​ Total revenue for the year ended December 31, 2024 increased to $124.5 million, compared to $109.1 million during the year ended December 31, 2023.
During the year ended December 31, 2021, operating income from real estate operations was $4.8 million on revenues totaling $13.4 million. The operating income during the year ended December 31, 2022 was primarily due to mitigation credit sales and sales of Subsurface Interests.
During the year ended December 31, 2023, operating income from real estate operations was $2.3 million on revenues totaling $4.0 million. The operating income during the years ended December 31, 2024 and 2023 was the result of mitigation credit sales and sales of Subsurface Interests.
We expect to fund future acquisitions utilizing cash on hand, cash from operations, proceeds from the dispositions of income properties through Section 1031 like-kind exchanges, and potentially the sale of all or a portion of our Subsurface Interests, and borrowings on our Credit Facility, if available.
We expect to fund future acquisitions utilizing cash on hand, cash from operations, proceeds from the dispositions of income properties through Section 1031 like-kind exchanges, and borrowings on our Credit Facility, if available and additional financing sources. We expect dispositions of income properties will qualify under the like-kind exchange deferred-tax structure, and additional financing sources. Dispositions.
Income Properties Revenue and operating income from our income property operations totaled $68.9 million and $48.5 million, respectively, during the year ended December 31, 2022, compared to total revenue and operating income of $50.7 million and $36.9 million, respectively, for the year ended December 31, 2021.
Income Properties Revenue and operating income from our income property operations totaled $110.6 million and $78.8 million, respectively, during the year ended December 31, 2024, compared to total revenue and operating income of $96.7 million and $68.2 million, respectively, for the year ended December 31, 2023.
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.
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, $216.5 million of availability remaining under our $250.0 million “at-the-market” equity offering program, and $213.0 million of undrawn commitments available on the existing $300.0 million Credit Facility as of December 31, 2024.
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 increase in revenues of $13.9 million, or 14.4%, during the year ended December 31, 2024 is primarily attributable to the Company’s significant volume of income property acquisitions versus that of properties disposed of. 51 Table of Contents Management Services Revenue from our management services totaled $4.6 million during the year ended December 31, 2024, of which $4.2 million was earned from PINE, $0.3 million was earned from the Portfolio Management Agreement, and less than $0.1 million was earned from the Subsurface Management Agreement.
The increase in total revenue is primarily attributable to increased revenue produced by the Company’s recent income property acquisitions versus that of properties disposed of by the Company during the comparative period. Revenues further benefited from increased management fee income from PINE as well as increases in revenue generated from the Company’s portfolio of commercial loans and investments.
The increase in total revenue is primarily attributable to increased revenue produced by the Company’s income property portfolio from the significant volume of acquisitions during the year ended December 31, 2024 versus that of properties disposed. Revenues further benefited from a $3.3 million increase in income from the Company’s commercial loans and investments.
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. ​ Commercial Loans and Investments ​ Interest income from our commercial loans and investments totaled $4.2 million and $2.9 million during the years ended December 31, 2022 and 2021, respectively.
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. ​ Commercial Loans and Investments ​ Interest income from our commercial loans and investments totaled $7.4 million and $4.1 million during the years ended December 31, 2024 and 2023, respectively.
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.
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.
The increase 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, 2022, operating income from real estate operations was $3.0 million on revenues totaling $5.5 million.
The increase is due to the increase in investments made by the Company during the year ended December 31, 2024. ​ Real Estate Operations ​ During the year ended December 31, 2024, operating income from real estate operations was $0.5 million on revenues totaling $2.0 million.
Management Services Revenue from our management services totaled $3.8 million during the year ended December 31, 2022, and was earned from PINE.
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 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 increase in cash used in investing activities of $189.6 million is primarily related to a net increase in cash outflows of $191.3 million during the year ended December 31, 2024 related to the net income property acquisitions versus dispositions as well as an increase in cash outflows of $11.7 million related to the funding of certain investments in the Company’s commercial loans and investment portfolio, offset by principal payments received on such investments.
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.
The decrease in net income is attributable to the factors described above and most notably due to the increase in non-cash depreciation and amortization expense. ​ 53 Table of Contents 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.
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.
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. Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance.
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.
Our cash flows provided by financing activities totaled $172.3 million and $2.8 million for the years ended December 31, 2024 and 2023, respectively, an increase in cash flows received of $169.5 million.
These increases were offset by an $8.0 million decrease in real estate operations primarily due to a non-recurring land sale during the year ended December 31, 2021.
These increases were offset by a $2.0 million decrease in real estate operations which is primarily due the completion of the sales of all remaining Subsurface Interests and mitigation credits during the year ended December 31, 2024.
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).
See Item 1, “Business” for information related to the Company’s REIT conversion and related transactions. 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.
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.
The acquisitions of real estate subject to this estimate totaled five multi-tenant income properties, one building within an existing multi-tenant income property owned by the Company, and one vacant land parcel within an existing multi-tenant income property owned by the Company for an aggregate purchase price of $226.8 million, or a total acquisition cost of $224.4 million, for the year ended December 31, 2024, and four additional buildings within an existing multi-tenanted retail income property owned by the Company and one multi-tenanted retail income property for an aggregate purchase price of $75.8 million, or a total acquisition cost of $76.0 million for the year ended December 31, 2023.
The increase (decrease) resulted in an unrealized, non-cash gain (loss) on the Company’s investment in PINE of $(1.7) million and $10.3 million which is included in investment and other income (loss) in the consolidated statements of operations for the years ended December 31, 2022 and 2021, respectively. ​ The Company earned dividend income from the investment in PINE of $2.3 million and $2.1 million during the years ended December 31, 2022 and 2021, respectively. ​ Interest Expense Interest expense totaled $11.1 million and $8.9 million for the years ended December 31, 2022 and 2021, respectively.
The decreases resulted in unrealized, non-cash losses on the Company’s investment in PINE of $0.2 million and $4.7 million which is included in investment and other income in the consolidated statements of operations for the years ended December 31, 2024 and 2023, respectively. ​ The Company earned dividend income from the investment in PINE of $2.6 million and $2.5 million during the years ended December 31, 2024 and 2023, 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.
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.
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, 2024. 56 Table of Contents Acquisitions and Investments.
The selected financial information has been derived from our audited consolidated financial statements.
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). The selected financial information has been derived from our audited consolidated financial statements.
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 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 during the year ended December 31, 2023.
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 Company is also contractually obligated under its various long-term debt and operating lease agreements. The company is obligated to repay an aggregate principal amount of $51.0 million within one year on April 15, 2025. Additionally, the Company has remaining obligations under these agreements totaling $469.8 million, which are due beyond one year.
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.
The increase of $22.9 million is primarily due to the increase in operating income from our income property portfolio and increased income from our commercial loans and investments. Our cash flows used in investing activities totaled $242.2 million and $52.6 million for the years ended December 31, 2024 and 2023, respectively, an increase of $189.6 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.
During the year ended December 31, 2024, the Company sold two income properties for an aggregate sales price of $38.0 million and aggregate gains on sales of $3.8 million.
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.
During the year ended December 31, 2024, the Company sold its portfolio of subsurface mineral interests associated with approximately 352,000 surface acres in 19 counties in the State of Florida (“Subsurface Interests”), as further described in Note 6, “Real Estate Operations”.
The sale of the properties reflect a total disposition volume of $162.3 million, resulting in aggregate gains of $28.2 million . ​ Impairment Charges. There were no impairment charges on the Company’s undeveloped land holdings, or its income property portfolio, during the years ended December 31, 2022 or 2021.
There were no impairment charges on the Company’s income property portfolio during the year ended December 31, 2024. 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.
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.
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 52 Table of Contents million.
The increase of $8.3 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, 2022, the closing stock price of PINE decreased by $0.96 per share, with a closing price of $19.08 on December 31, 2022.
Based on our quantitative and qualitative analyses, we do not consider the impact of the out-of-period adjustment to be material to our financial position or results of operations for the year ended December 31, 2024, or for any prior periods. ​ Investment and Other Income ​ During the year ended December 31, 2024, the closing stock price of PINE decreased by $0.12 per share, with a closing price of $16.79 on December 31, 2024.
Removed
Commercial Loans and Investments: A portfolio of four commercial loan investments and one preferred equity investment which is classified as a commercial loan investment.
Added
Commercial Loans and Investments: A portfolio of five commercial loan investments and two preferred equity investments which are classified as commercial loan investments. Real Estate Operations: During the year ended December 31, 2024, the Company sold its remaining mitigation credits. These credits were produced by the Company’s formerly owned mitigation bank.
Removed
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”).
Added
As part of the Subsurface Interests sale, the Company entered into a management agreement with the buyer to provide ongoing management services (the “Subsurface Management Agreement”). Our business also includes our investment in PINE.
Removed
Proceeds to the Company after distributions to the other member of the Land JV, and before taxes, were $24.5 million.
Added
The direct costs of revenues for our income property operations totaled $31.8 million and $28.5 million for the years ended December 31, 2024 and 2023, respectively.
Removed
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.
Added
The remaining Subsurface Interests were sold during the first half of 2024 and all remaining mitigation credits were sold as of December 31, 2024; therefore, the Company expects no further revenue and operating income from real estate operations. ​ General and Administrative Expenses ​ Total general and administrative expenses for the year ended December 31, 2024 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ General and Administrative Expenses (in thousands) ​ December 31, 2024 ​ December 31, 2023 ​ $ Variance ​ % Variance Recurring General and Administrative Expenses ​ $ 12,632 ​ $ 10,576 ​ $ 2,056 ​ 19.4% Non-Cash Stock Compensation ​ ​ 3,637 ​ ​ 3,673 ​ ​ (36) ​ (1.0)% Total General and Administrative Expenses ​ $ 16,269 ​ $ 14,249 ​ $ 2,020 ​ 14.2% ​ The increase in total general and administrative expenses was generated primarily from overall higher employee count as a result of the significant growth in our portfolio of multi-tenant retail assets and an increase in executive incentive compensation related to growth in earnings. ​ Gains (Losses) on Disposition of Assets and Provision for Impairment ​ Gain on Disposition of Assets – 2024 Dispositions.
Removed
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.
Added
The sales consisted of (i) one mixed use income property in downtown Santa Fe, New Mexico for $20.0 million, resulting in a gain of $4.6 million, and (ii) one multi-tenant income property located in West Jordan, Utah for $18.0 million resulting in a loss on sale of $0.8 million.
Removed
See Item 1, “Business” for information related to the Company’s REIT conversion and related transactions.
Added
In addition, during the year ended December 31, 2024, the Company sold its remaining acres of Subsurface Interests for $5.0 million, or a gain on sale of $4.5 million.
Removed
Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance.
Added
The sales of these two properties and the remaining acres of Subsurface Interests resulted in aggregate gains on sales of $8.3 million, which consisted of aggregate gains on disposition of $9.1 million and aggregate losses on disposition of $0.8 million. ​ Gain on Disposition of Assets – 2023 Dispositions.
Removed
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.
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. ​ Provision for Impairment.
Removed
The sale of these six properties reflect a total disposition volume of $81.1 million, resulting in aggregate gains 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. ​ 2021 Dispositions.
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.
Removed
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.
Added
The sale of the Westcliff Property closed on October 12, 2023. ​ During the year ended December 31, 2024, the Company recorded a $0.7 million impairment charge, comprised of a $0.2 million charge related to the discount provided to the borrower on their early repayment of the Sabal Pavilion loan, as described in Note 4, “Commercial Loans and Investments”, and a $0.5 million increase in our CECL allowance due to a net increase in principal outstanding on the Company’s portfolio of commercial loans and investments.
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 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 $65.1 million and $44.2 million during the years ended December 31, 2024 and 2023, respectively.
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 with Timberline, for a final sales price of $66.3 million. ​ Loss on Extinguishment of Debt.
Added
Depreciation and amortization expense has generally increased commensurate with overall growth of the Company’s income property portfolio.
Removed
During the year ended December 31, 2021, the Company repurchased $11.4 million aggregate principal amount of 2025 Notes at a $1.6 million premium, resulting in a loss on extinguishment of debt of $2.9 million.
Added
Additionally, during the year ended December 31, 2024, the Company recorded an out-of-period adjustment totaling $10.1 million consisting of (i) $4.5 million associated with the acceleration of amortization for lease intangibles related to certain lease terminations that occurred prior to January 1, 2024 and (ii) $5.6 million associated with calculating amortization based on the remaining useful life of each lease on an individual basis as opposed to a property-level weighted average remaining useful lease life.

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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 changeAs 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.
Biggest changeAs of December 31, 2024 and 2023, the outstanding balance on our Credit Facility totaled $87.0 million and $163.0 million, of which $37.0 million and $63.0 million, respectively, were not fixed by virtue of an interest rate swap agreement.
By virtue of fixing the variable rate on certain debt borrowings, our exposure to changes in interest rates is minimal but for the impact on other comprehensive income and loss. Management’s objective is to limit the impact of interest rate changes on earnings and cash flows and to manage our overall borrowing costs. ITEM 8.
By virtue of fixing the variable rate on certain debt borrowings, our exposure to changes in interest rates is minimal but for the impact on other comprehensive income and loss. Management’s objective is to limit the impact of interest rate changes on earnings and cash flows and to manage our overall borrowing costs.
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.
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 $0.4 million and $0.6 million as of December 31, 2024 and 2023, respectively.
Removed
FINANCIAL 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.

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