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PRE-MKT · 08:40 ET
Market ClerkRecap
Mon Oct 26 · pre-market1 signal today94 insider buys this week · $48.3MCIRO short report next: Oct 31The week ahead

CTO

CTO Realty Growth, Inc.
NYSE · REAL ESTATE · REAL ESTATE INVESTMENT TRUSTS
19.78
−0.47 −2.32%
USD · close Oct 23
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Work order
29
FLAG · shorts 29
Insiders, 90 days
0
no open-market filings in 90 days
Congress, 90 days
0 / 0
no disclosures naming it
Big money
0 / 15
none of the tracked funds disclose it
Calls on record
0
nobody we score has called it yet
MKT CAP $668.2MP/E 94.2DIV YIELD —FCF YIELD —REV TTM $154.9M +17.2%NET INCOME $14MNET DEBT $641.3M52W 16.30 – 22.53SEC XBRL · TTM TO Invalid Date

How CTO rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
29%
of sentences unchanged
Added
404
new sentences
Dropped
428
sentences removed
Length
−1,111
words, now 45,252

New in FY2025

  • As of December 31, 2025, we own and manage, sometimes utilizing third-party property management companies, 21 commercial real estate properties in 7 states in the United States, comprising 5.5 million square feet of gross leasable space.
  • In addition to our income property portfolio, as of December 31, 2025, 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.
  • Commercial Loans and Investments: A portfolio of four commercial loan investments and two preferred equity investments which are classified as commercial loan investments.
  • Real Estate Operations: There were no significant transactions within the Company’s real estate operations during the year ended December 31, 2025.
  • As of December 31, 2025, the fair value of our investment totaled $ 41.3 million, or 15.4 % of PINE’s outstanding common 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.
  • Any dividends received from PINE are included in investment and other income on the accompanying consolidated statements of operations. ​ 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.
  • Additional data for fiscal years 2025, 2024, and 2023 is included elsewhere in this report. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Years Ended ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2022 ​ ​ ​ 2021 Total Revenues ​ $ 149,545 ​ $ 124,519 ​ $ 109,119 ​ $ 82,320 ​ $ 70,272 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Income ​ $ 34,015 ​ $ 17,611 ​ $ 26,506 ​ $ 10,667 ​ $ 23,345 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) Attributable to the Company ​ $ 10,092 ​ $ (1,965) ​ $ 5,530 ​ $ 3,158 ​ $ 29,940 Distributions to Preferred Stockholders ​ ​ (7,512) ​ ​ (6,814) ​ ​ (4,772) ​ ​ (4,781) ​ ​ (2,325) Net Income (Loss) Attributable to Common Stockholders ​ $ 2,580 ​ $ (8,779) ​ $ ​ $ (1,623) ​ $ 27,615 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Per Share Information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and Diluted: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) Attributable to Common Stockholders ​ $ 0.08 ​ $ (0.35) ​ $ 0.03 ​ $ (0.09) ​ $ 1.56 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends Declared and Paid - Preferred Stock ​ $ 1.59 ​ $ 1.59 ​ $ 1.59 ​ $ 1.59 ​ $ 0.77 Dividends Declared and Paid - Common Stock ​ $ 1.52 ​ $ 1.52 ​ $ 1.52 ​ $ 1.49 ​ $ 1.33 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Summary of Financial Position: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate—Net ​ $ 953,129 ​ $ 901,338 ​ $ 734,463 ​ $ 734,721 ​ $ 494,695 Total Assets ​ $ 1,263,902 ​ $ 1,181,644 ​ $ 989,668 ​ $ 986,545 ​ $ 733,139 Stockholders’ Equity ​ $ 567,346 ​ $ 612,798 ​ $ 457,526 ​ $ 504,770 ​ $ 430,480 Long-Term Debt ​ $ 616,345 ​ $ 518,993 ​ $ 495,370 ​ $ 445,583 ​ $ 278,273 ​ ​ Non-U.S.
  • GAAP financial measures. ​ We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. ​ NAREIT defines FFO as GAAP net income or loss adjusted to exclude real estate related depreciation and amortization, as well as extraordinary items (as defined by U.S.
  • GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and impairments associated with the implementation of current expected credit losses (“CECL”) on commercial loans and investments at the time of origination, including the pro rata share of such adjustments of unconsolidated subsidiaries.
  • The Company also excludes the gains or losses from sales of assets incidental to the primary business of the REIT which specifically include the sales of mitigation credits, subsurface sales, investment securities, and land sales, in addition to the mark-to-market of the Company’s investment securities and interest related to the 2025 Notes, if the effect is dilutive.
  • To derive Core FFO, we modify the NAREIT computation of FFO to include other adjustments to U.S.
  • GAAP net income related to gains and losses recognized on the extinguishment of debt, amortization of above- and below-market lease related intangibles, and other unforecastable market- or transaction-driven non-cash items, as well as adding back the interest related to the 2025 Notes, if the effect is dilutive.
  • To derive AFFO, we further modify the NAREIT computation of FFO and Core FFO to include other adjustments to U.S.
  • GAAP net income related to non-cash revenues and expenses such as straight-line rental revenue, non-cash compensation, and other non-cash amortization.
  • GAAP Measures (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2025 ​ December 31, 2024 ​ December 31, 2023 Net Income (Loss) Attributable to the Company ​ $ 10,092 ​ $ (1,965) ​ $ 5,530 Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and Amortization of Real Estate ​ ​ 59,947 ​ ​ 64,981 ​ ​ 44,107 Gain on Disposition of Assets ​ ​ (21,452) ​ ​ (8,308) ​ ​ (7,543) Gain on Disposition of Other Assets ​ ​ — ​ ​ (904) ​ ​ (2,272) Provision for Impairment ​ ​ ​ ​ ​ ​ 1,556 Realized and Unrealized Loss (Gain) on Investment Securities ​ ​ (90) ​ ​ ​ ​ 3,689 Extinguishment of Contingent Obligation ​ ​ — ​ ​ — ​ ​ (2,815) Funds from Operations ​ ​ 48,565 ​ ​ 54,943 ​ ​ 42,252 Distributions to Preferred Stockholders ​ ​ (7,512) ​ ​ (6,814) ​ ​ (4,772) Funds From Operations Attributable to Common Stockholders ​ ​ 41,053 ​ ​ 48,129 ​ ​ 37,480 Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss on Extinguishment of Debt ​ ​ 20,449 ​ ​ — ​ ​ — Amortization of Intangibles to Lease Income ​ ​ (1,006) ​ ​ (254) ​ ​ 2,303 Core Funds From Operations Attributable to Common Stockholders ​ ​ 60,496 ​ ​ 47,875 ​ ​ 39,783 Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Straight-Line Rent Adjustment ​ ​ (2,159) ​ ​ (1,681) ​ ​ (1,159) COVID-19 Rent Repayments ​ ​ — ​ ​ — ​ ​ Other Depreciation and Amortization ​ ​ (2) ​ ​ (13) ​ ​ (91) Amortization of Loan Costs, Discount on Convertible Debt, and Capitalized Interest ​ ​ 1,069 ​ ​ ​ ​ Non-Cash Compensation ​ ​ 4,158 ​ ​ 3,637 ​ ​ 3,673 Adjusted Funds From Operations Attributable to Common Stockholders ​ $ 63,562 ​ $ 50,773 ​ $ 43,073 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Number of Common Shares: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 32,267,365 ​ ​ 25,361,379 ​ ​ 22,529,703 Diluted (1) ​ ​ 32,292,812 ​ ​ 25,401,176 ​ ​ 22,529,703 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends Declared and Paid - Preferred Stock ​ $ 1.59 ​ $ 1.59 ​ $ 1.59 Dividends Declared and Paid - Common Stock ​ $ 1.52 ​ $ 1.52 ​ $ 1.52 (1) The 2025 Notes were settled during the year ended December 31, 2025.
  • For the years ended December 31, 2025, 2024 and 2023, a total of $0.6 million, $2.1 million, and $2.1 million of interest, respectively, was excluded from net income (loss) attributable to the Company to derive FFO, as the impact to net income (loss) attributable to common stockholders would be antidilutive.
  • Further, 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 Notes, other than as described below . ​ During the year ended December 31, 2025, the Company issued 1,089,555 shares of the Company’s common stock in connection with the settlement of the 2025 Notes and such shares were included in the basic and diluted weighted average share count for the period. ​ Other Data (in thousands except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2025 ​ December 31, 2024 ​ December 31, 2023 FFO Attributable to Common Stockholders ​ $ 41,053 ​ $ 48,129 ​ $ 37,480 FFO Attributable to Common Stockholders per Common Share - Diluted (1) ​ $ 1.27 ​ $ 1.89 ​ $ 1.66 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Core FFO Attributable to Common Stockholders ​ $ 60,496 ​ $ 47,875 ​ $ 39,783 Core FFO Attributable to Common Stockholders per Common Share - Diluted (1) ​ $ 1.87 ​ $ 1.88 ​ $ 1.77 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AFFO Attributable to Common Stockholders ​ $ 63,562 ​ $ 50,773 ​ $ 43,073 AFFO Attributable to Common Stockholders per Common Share - Diluted (1) ​ $ 1.97 ​ $ 2.00 ​ $ 1.91 (1) The 2025 Notes were settled during the year ended December 31, 2025.
  • During the year ended December 31, 2025, the Company issued 1,089,555 shares of the Company’s common stock in connection with the settlement of the 2025 Notes and such shares were included in the basic and diluted weighted average share count for the period.
  • 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 assumed dilution related to the ultimate settlement of the 2025 Notes other than the 1,089,555 shares of the Company's common stock actually issued. ​ COMPARISON OF THE YEARS ENDED DECEMBER 31, 2025 AND 2024 ​ Revenue ​ Total revenue for the year ended December 31, 2025 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ Operating Segment ​ December 31, 2025 ​ December 31, 2024 ​ $ Variance ​ % Variance Income Properties ​ $ 132,156 ​ $ 110,591 ​ $ 21,565 ​ 19.5% Management Services ​ ​ 4,849 ​ ​ 4,590 ​ ​ ​ 5.6% Commercial Loans and Investments ​ ​ 12,540 ​ ​ 7,357 ​ ​ 5,183 ​ 70.4% Real Estate Operations ​ ​ — ​ ​ 1,981 ​ ​ (1,981) ​ (100.0)% Total Revenue ​ $ 149,545 ​ $ 124,519 ​ $ 25,026 ​ 20.1% ​ Total revenue for the year ended December 31, 2025 increased to $149.5 million, compared to $124.5 million during the year ended December 31, 2024.
  • The increase in total revenue is primarily attributable to increased income produced by the Company’s recent income property acquisitions versus that of properties disposed of by the Company during the comparative period, as well as increased same store revenue from our properties owned during each period.
  • Revenues further benefited from a $5.2 million increase in income from the Company’s commercial loans and investments.
  • These increases were partially 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.
  • Income Properties Revenue and operating income from our income property operations totaled $132.2 million and $94.2 million, respectively, during the year ended December 31, 2025, compared to total revenue and operating income of $110.6 million and $78.8 million, respectively, for the year ended December 31, 2024.
  • The direct costs of revenues for our income property operations totaled $37.9 million and $31.8 million for the years ended December 31, 2025 and 2024, respectively.
  • The increase in revenues of $21.6 million, or 19.5%, during the year ended December 31, 2025 is primarily related to the overall growth and lease up of the Company’s income property portfolio, as well as the timing of acquisitions versus dispositions.
  • Management Services Revenue from our management services totaled $4.8 million during the year ended December 31, 2025, of which $4.4 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.
  • 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 . ​ Commercial Loans and Investments ​ Interest income from our commercial loans and investments totaled $12.5 million and $7.4 million during the years ended December 31, 2025 and 2024, respectively.
  • The increase is primarily due to increased income as a result of the overall growth in the loan portfolio, including additional advances under existing construction and loan commitments, as well as the timing of the investments made related to new loan originations and structured investments. ​ 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 , which was primarily attributable to mitigation credits sold during the period.
  • There was no revenue or operating income from real estate operations during the year ended December 31, 2025, because the Company sold its portfolio of Subsurface Interests and all remaining mitigation credits during the year ended December 31, 2024. ​ General and Administrative Expenses ​ Total general and administrative expenses for the year ended December 31, 2025 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ General and Administrative Expenses (in thousands) ​ December 31, 2025 ​ December 31, 2024 ​ $ Variance ​ % Variance General and Administrative Expenses ​ $ 14,369 ​ $ 12,632 ​ $ 1,737 ​ 13.8% Non-Cash Stock Compensation ​ ​ 4,158 ​ ​ 3,637 ​ ​ ​ 14.3% Total General and Administrative Expenses ​ $ 18,527 ​ $ 16,269 ​ $ 2,258 ​ 13.9% The primary reason for the increase in total general and administrative expenses is the overall higher employee count, as a result of the increased operating activity from the increase in managed income property assets, as well as increases in compensation effective on January 1, 2025.
  • Gains on Disposition of Assets and Provision for Impairment ​ Gain on Disposition of Assets – 2025 Dispositions.
  • During the year ended December 31, 2025, the Company sold four income properties for an aggregate sales price of $ 85.1 million and aggregate gains of sales of $ 21.0 million.
  • The sales consisted of (i) three single-tenant Main Street properties in Daytona Beach, Florida for $7.1 million, generating gains totaling $1.2 million, and (ii) one shopping center located in Plano, Texas for $78.0 million, resulting in a gain on sale of $19.8 million. ​ Gain on Disposition of Assets – 2024 Dispositions.
  • 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 shopping center located in West Jordan, Utah for $18.0 million resulting in a loss on sale of $0.8 million.
  • 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. ​ Provision for Impairment.
  • There were no impairment charges on the Company’s income property portfolio during the years ended December 31, 2025 and 2024, respectively.
  • The Company recorded impairment charges representing the provision for credit losses related to the increase in the principal outstanding on the Company's portfolio of commercial loans and investments of less than $0.1 million and $0.7 million for the years ended December 31, 2025 and 2024, respectively. ​ Depreciation and Amortization ​ Depreciation and amortization totaled $60.0 million and $65.1 million during the years ended December 31, 2025 and 2024, respectively.
  • Depreciation and amortization expense generally increases commensurate with overall growth of the Company’s income property portfolio.
  • 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.
  • 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, 2025, the closing stock price of PINE decreased by $0.07 per share, with a closing price of $16.72 as of December 31, 2025, resulting in a $0.1 million non-cash gain inclusive of the gains associated with the purchase of 109,081 shares of PINE common stock on the open market during the year for aggregate consideration of $1.6 million, at an average purchase price of $14.24 per share.
  • During the year ended December 31, 2024, the Company recognized a $0.2 million unrealized, non-cash loss related to a decrease of $0.12 per share of PINE common stock, which is included in investment and other income on the consolidated statements of operations. ​ The Company earned dividend income from the investment in PINE of $2.8 million and $2.6 million during the years ended December 31, 2025 and 2024, respectively. ​ Interest Expense Interest expense totaled $26.9 million and $22.5 million for the years ended December 31, 2025 and 2024, respectively.

and 364 more.

Gone since FY2024

  • 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.
  • 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.
  • 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.
  • 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.
  • Any dividends received from PINE are included in investment and other income (loss) on the accompanying consolidated statements of operations. ​ 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.
  • Additional 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) ​ $ ​ $ (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 ​ ​ Non-U.S.
  • GAAP financial measures. ​ We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. ​ NAREIT defines FFO as GAAP net income or loss adjusted to exclude real estate related depreciation and amortization, as well as extraordinary items (as defined by GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and impairments associated with the implementation of current expected credit losses on commercial loans and investments at the time of origination, including the pro rata share of such adjustments of unconsolidated subsidiaries.
  • The Company also excludes the gains or losses from sales of assets incidental to the primary business of the REIT which specifically include the sales of mitigation credits, subsurface sales, investment securities, and land sales, in addition to the mark-to-market of the Company’s investment securities and interest related to the 2025 Convertible Senior Notes, if the effect is dilutive.
  • 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.
  • 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.
  • 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 ​ ​ ​ ​ 1,556 ​ ​ — Realized and Unrealized Loss on Investment Securities ​ ​ ​ ​ 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 ​ ​ — ​ ​ ​ ​ Other Depreciation and Amortization ​ ​ (13) ​ ​ (91) ​ ​ (232) Amortization of Loan Costs, Discount on Convertible Debt, and Capitalized Interest ​ ​ ​ ​ ​ ​ 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.
  • 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.
  • (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. ​ 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 ​ ​ ​ 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.
  • 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.
  • 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.
  • 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.
  • During the year ended December 31, 2023, the Company sold nine income properties, including (i) an outparcel of the multi-tenant property known as Eastern Commons, located in Henderson, Nevada, for $2.1 million, (ii) four outparcels of the multi-tenant property known as Crossroads Towne Center, located in Chandler, Arizona, for an aggregate sale price of $11.5 million, (iii) a single tenant office property located in Reston, Virginia leased to General Dynamics for $18.5 million, (iv) a multi-tenant property known as Westcliff, located in Fort Worth, Texas, for $14.8 million, (v) a multi-tenant property known as Eastern Commons, located in Henderson, Nevada, for $18.2 million, (vi) a single tenant office property known as Sabal Pavilion located in Tampa, Florida for $22.0 million.
  • 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.
  • 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.
  • 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.
  • The liabilities were previously included in Accrued and Other Liabilities on the Company’s consolidated balance sheets. ​ Interest Expense Interest expense totaled $22.5 million and $22.4 million for the years ended December 31, 2024 and 2023, respectively.
  • While interest expense was relatively flat, there was an increase of $2.2 million in interest expense on our term loans, primarily due to the 2029 Term Loan entered into on Septeember 30, 2024, with a corresponding $2.2 million decrease in interest expense on our Credit Facility. ​ Net Income (Loss) ​ Net income (loss) attributable to the Company totaled $(2.0) million and $5.5 million during the years ended December 31, 2024 and 2023, respectively.
  • 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. ​ 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 ​ ​ ​ 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.
  • 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.
  • These increases were offset by a $1.5 million decrease in real estate operations which is primarily due to more mitigation credit sales occurring during the year ended December 31, 2022 versus December 31, 2023.
  • Income Properties Revenue and operating income from our income property operations totaled $96.7 million and $68.2 million, respectively, during the year ended December 31, 2023, compared to total revenue and operating income of $68.9 million and $48.5 million, respectively, for the year ended December 31, 2022.
  • The direct costs of revenues for our income property operations totaled $28.5 million and $20.4 million for the years ended December 31, 2023 and 2022, respectively.
  • 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.
  • 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.
  • Revenue from our management services totaled $3.8 million during the year ended December 31, 2022 and was earned from PINE. ​ Commercial Loans and Investments ​ Interest income from our commercial loans and investments totaled $4.1 million and $4.2 million during the years ended December 31, 2023 and 2022, respectively.
  • The decrease is due to the timing of investments and repayments by borrowers within the Company’s commercial loans and investment portfolio. ​ Real Estate Operations ​ During the year ended December 31, 2023, operating income from real estate operations was $2.3 million on revenues totaling $4.0 million.
  • During the year ended December 31, 2022, operating income from real estate operations was $3.0 million on revenues totaling $5.5 million.
  • The operating income during the years ended December 31, 2023 and 2022 was the result of mitigation credit sales and sales of Subsurface Interests.
  • 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 ​ $ ​ 9.4% Non-Cash Stock Compensation ​ ​ 3,673 ​ ​ 3,232 ​ ​ ​ 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.
  • The sales of these nine properties reflect a total disposition volume of $87.1 million and resulted in aggregate gains on sales of $6.6 million, which consisted of aggregate gains on disposition of $8.2 million, aggregate losses on disposition of $0.7 million, and an impairment charge prior to sale of $0.9 million. ​ Loss on Disposition of Assets – 2022 Dispositions.
  • During the year ended December 31, 2022 , the Company sold six income properties, including (i) Party City, a single-tenant income property located in Oceanside, New York for $ 6.9 million, (ii) the Carpenter Hotel ground lease, a single-tenant income property located in Austin, Texas, which was recorded as a commercial loan investment prior to its disposition, for $ 17.1 million, (iii) the multi-tenant Westland Gateway Plaza located in Hialeah, Florida, which was recorded as a commercial loan investment prior to its disposition, for $ 22.2 million, (iv) Chuy’s, a single-tenant property, located in Jacksonville, Florida for $ 5.8 million, (v) Firebirds, a single-tenant property, located in Jacksonville, Florida for $ 5.5 million, and (vi) 245 Riverside, a multi-tenant office income property located in Jacksonville, Florida for $ 23.6 million.
  • The sale of these six properties reflect a total disposition volume of $81.1 million, resulting in aggregate gains on sales of $4.7 million. ​ The $4.7 million in aggregate income property sale gains were offset by an $11.9 million loss on the sale of the Company’s Mitigation Bank during the year ended December 31, 2022. ​ Provision for Impairment.
  • In the aggregate, $1.5 million of impairment charges were recorded during the year ended December 31, 2023, as described below, with no such charges during the year ended December 31, 2022. ​ During the year ended December 31, 2023, the Company recorded a $0.9 million impairment charge on the sale of the Westcliff Property.

and 388 more.

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