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CTO Realty Growth Inc

For the period ended Sep 30, 2024. Filed Oct 24, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Oct 24, 2024

CTO$20.20+0.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-07-25.

0001558370-24-010187

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-09-30; filed 2024-10-24.

0001558370-24-013628

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 106 previous paragraphs and 111 current paragraphs.

52 unchanged; 45 reworded; 11 added; 6 removed; 3 previous and 3 current paragraphs rearranged.

Tables are not compared: 36 previous and 36 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (11)

Current report

During the three months ended September 30, 2023, the Company sold two income properties, including (i) an outparcel of the multi-tenant property known as Crossroads Towne Center, located in Chandler, Arizona, for $2.3 million and (ii) a single tenant office property located in Reston, Virginia leased to General Dynamics for $18.5 million. The sale of these two properties reflect a total disposition volume of $20.9 million, resulting in aggregate gains of $2.5 million.

Current report

Provision for Impairment. There were no impairment charges on the Company’s income property portfolio during the three months ended September 30, 2024. During the three months ended September 30, 2023, the Company recorded a $0.9 million impairment charge on the sale of the Westcliff Property which represents the sales price, less the book value of the asset as of September 30, 2023, less costs to sell.

Current report

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Current report

Total revenue for the nine months ended September 30, 2024 is presented in the following summary and indicates the changes as compared to the nine months ended September 30, 2023 (in thousands):

Current report

offset by $1.4 million less in subsurface sales as compared to the nine months ended September 30, 2023. As of September 30, 2024 no mitigation credits or Subsurface Interests remain to be sold.

Current report

During the nine months ended September 30, 2023, the Company sold three income properties for an aggregate sales price of $22.9 million and aggregate gains on sales of $3.3 million. The sales consisted of (i) an outparcel of the multi-tenant property known as Eastern Commons, located in Henderson, Nevada, for $2.1 million, resulting in a gain of $0.8 million, (ii) an outparcel of the multi-tenant property known as Crossroads Towne Center, located in Chandler, Arizona, for $2.3 million, resulting in a gain of $1.2 million, and (iii) a single tenant office property located in Reston, Virginia leased to General Dynamics for $18.5 million, resulting in a gain of $1.3 million.

Current report

Provision for Impairment. There were no impairment charges on the Company’s income property portfolio during the nine months ended September 30, 2024. During the three months ended September 30, 2023, the Company recorded a $0.9 million impairment charge on the sale of the Westcliff Property which represents the sales price, less the book value of the asset as of September 30, 2023, less costs to sell.

Current report

Acquisitions and Investments. During the nine months ended September 30, 2024, the Company acquired four multi-tenant income properties, one vacant land parcel within an existing multi-tenant property, and one building within an existing multi-tenant income property for an aggregate purchase price of $210.0 million, or a total acquisition cost of $207.8 million. During the nine months ended September 30, 2024, the Company also originated three structured investments consisting of a construction loan, a first mortgage, and a preferred equity investment for an aggregate investment of $63.8 million. During the nine months ended September 30, 2023, the Company acquired four buildings within an existing multi-tenant income property, one multi-tenant income property, and one vacant land parcel adjacent to an existing multi-tenant property for an aggregate purchase price of $80.0 million, or a total acquisition cost of $80.3 million. During the nine months ended September 30, 2023, the Company also originated one structured investment, a first mortgage, in the amount of $15.0 million.

Current report

Dispositions. During the nine months ended September 30, 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. During the nine months ended September 30, 2023, the Company sold three income properties for an aggregate sales price of $22.9 million and aggregate gains on sales of $3.3 million.
Removed paragraphs (6)

Previous report

Total revenue for the six months ended June 30, 2024 is presented in the following summary and indicates the changes as compared to the six months ended June 30, 2023 (in thousands):

Previous report

Acquisitions and Investments. During the six months ended June 30, 2024, the Company acquired the Marketplace at Seminole Towne Center, a multi-tenant income property located in Sanford, Florida, for a purchase price of $68.7 million, or a total acquisition cost of $68.8 million including capitalized acquisition costs. The Marketplace at Seminole Towne Center comprises 315,066 square feet, was 98% occupied at acquisition, and had a weighted average remaining lease term of 4.7 years at acquisition. During the six months ended June 30, 2024, the Company also acquired a vacant land parcel, for future development, within the previously acquired West Broad Village property, located in the Short Pump submarket of Richmond, Virginia, for a purchase price of $1.5 million and the remaining 4,000 square foot property, within the 28,100 square foot retail portion of Phase II of The Exchange at Gwinnett located in Buford, Georgia for an aggregate purchase price of $2.3 million including capitalized acquisition costs. The Company previously purchased the Sprouts-anchored Phase I portion of The Exchange at Gwinnett in December 2021. The Company also originated one structured investment, to provide $10.0 million of funding towards the construction of improvements on seven outparcel locations located in Lake Worth, Florida, of which $6.7 million was funded as of June 30, 2024. During the six months ended June 30, 2023, the Company acquired the Plaza at Rockwall, a multi-tenant income property located in Rockwall,

Previous report

Texas for a purchase price of $61.2 million, or a total acquisition cost of $61.3 million including capitalized acquisition costs. The Plaza at Rockwall comprises 446,500 square feet, was 95% occupied at acquisition, and had a weighted average remaining lease term of 4.2 years at acquisition. Also during the six months ended June 30, 2023, the Company acquired four properties, totaling 24,100 square feet, within the 28,100 square foot retail portion of Phase II of The Exchange at Gwinnett located in Buford, Georgia, for an aggregate purchase price of $14.6 million, or a total acquisition cost of $14.7 million including capitalized acquisition costs. The four properties are leased to six different tenants and had a weighted average remaining lease term of 9.9 years at acquisition. The Company previously purchased the Sprouts-anchored Phase I portion of The Exchange at Gwinnett in December 2021. The Company also originated one structured investment, to provide $15.0 million of funding towards the acquisition of Founders Square in Dallas, Texas.

Previous report

Dispositions. During the six months ended June 30, 2024, the Company sold one mixed use income property in downtown Santa Fe, NM for $20.0 million resulting in a gain of $4.6 million. During the six months ended June 30, 2023, the Company sold one income property, an outparcel of the multi-tenant property known as Eastern Commons, located in Henderson, Nevada, for $2.1 million, resulting in a gain of $0.8 million.
Reworded paragraphs (45)

Previous wording

As of June 30, 2024, we own and manage, sometimes utilizing third-party property management companies, 20 commercial real estate properties in 8 states in the United States, comprising 3.9 million square feet of gross leasable space. In addition to our income property portfolio, as of June 30, 2024, our business included the following:

Current wording

As of September 30, 2024, we own and manage, sometimes utilizing third-party property management companies, 22 commercial real estate properties in seven states in the United States, comprising 4.6 million square feet of gross leasable space. In addition to our income property portfolio, as of September 30, 2024, our business included the following:

Previous wording

Commercial Loans and Investments: A portfolio of three commercial loan investments and one preferred equity investment which is classified as a commercial loan investment.

Current wording

Commercial Loans and Investments: A portfolio of four commercial loan investments and two preferred equity investments which are classified as commercial loan investments.

Previous wording

Real Estate Operations: An inventory of mitigation credits produced by the Company’s formerly owned mitigation bank. During the six months ended June 30, 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”. 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”).

Current wording

Real Estate Operations: During the nine months ended September 30, 2024, the Company sold its remaining mitigation credits. These credits were produced by the Company’s formerly owned mitigation bank. During the nine months ended September 30, 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”. 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”).

Previous wording

Our business also includes our investment in PINE. As of June 30, 2024, the fair value of our investment totaled $36.6 million, or 15.8% 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. Our investment in PINE generates investment income through the dividends distributed by PINE. In addition to the dividends we receive from PINE, our investment in PINE may benefit from any appreciation in PINE’s stock price, although no assurances can be provided that such appreciation will occur,

Current wording

Investment in PINE: Our business also includes our investment in PINE. As of September 30, 2024, the fair value of our investment totaled $43.0 million, or 15.3% 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. Our investment in PINE generates investment income through the dividends distributed by PINE. In addition to the dividends we receive from PINE, our investment in PINE may benefit from any appreciation in PINE’s stock price, although no assurances can be provided that

Previous wording

the amount by which our investment will increase in value, or the timing thereof. Any dividends received from PINE are included in investment and other income (loss) on the accompanying consolidated statements of operations.

Current wording

such appreciation will occur, the amount by which our investment will increase in value, or the timing thereof. Any dividends received from PINE are included in investment and other income (loss) on the accompanying consolidated statements of operations.

Previous wording

We believe investment in income-producing assets provides attractive opportunities for generally stable cash flows and increased returns over the long run through potential capital appreciation. 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. During the six months ended June 30, 2024, the Company sold one income property for a sales price of $20.0 million and a gain on sale of $4.6 million. As a result of entering into 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 is focused on multi-tenant, primarily retail-oriented, properties. We may pursue this strategy by monetizing certain of our single-tenant properties, and should we do so, we would seek to utilize the 1031 like-kind exchange structure to preserve the tax-deferred gain on the original transaction(s) that pertains to the replacement asset.

Current wording

We believe investment in income-producing assets provides attractive opportunities for generally stable cash flows and increased returns over the long run through potential capital appreciation. 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. During the nine months ended September 30, 2024, the Company sold two income properties for an aggregate sales price of $38.0 million and aggregate gains on sale of $3.8 million. As a result of entering into 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 is focused on multi-tenant, primarily retail-oriented, properties. We may pursue this strategy by monetizing certain of our single-tenant properties, and should we do so, we would seek to utilize the 1031 like-kind exchange structure to preserve the tax-deferred gain on the original transaction(s) that pertains to the replacement asset.

Previous wording

Our current portfolio of 14 multi-tenant properties generates $75.5 million of revenue from annualized straight-line base lease payments and had a weighted average remaining lease term of 5.7 years as of June 30, 2024. 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 5.0 years as of June 30, 2024.

Current wording

Our current portfolio of 16 multi-tenant properties generates $85.8 million of revenue from annualized straight-line base lease payments and had a weighted average remaining lease term of 5.0 years as of September 30, 2024. 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 5.5 years as of September 30, 2024.

Previous wording

Total revenue for the three months ended June 30, 2024 increased to $28.8 million, compared to $26.0 million during the three months ended June 30, 2023. The $2.8 million 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 more same store revenue from our properties owned during each period. Additionally, revenues from our commercial loans and investments increased, which was offset by reduced revenues from our real estate operations.

Current wording

Total revenue for the three months ended September 30, 2024 increased to $31.8 million, compared to $28.5 million during the three months ended September 30, 2023. The $3.3 million 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 more same store revenue from our properties owned during each period. Additionally, revenues from our commercial loans and investments increased, which was offset by reduced revenues from our real estate operations.

Previous wording

Revenue and operating income from our income property operations totaled $25.9 million and $17.8 million, respectively, during the three months ended June 30, 2024, compared to total revenue and operating income of $22.8 million and $16.1 million, respectively, for the three months ended June 30, 2023. The direct costs of revenues for our income property operations totaled $8.1 million and $6.7 million for the three months ended June 30, 2024 and 2023, respectively. The increase in revenues of $3.1 million, or 13.7%, during the three months ended June 30, 2024 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. The increase in operating income of $1.7 million from our income property operations reflects increased rent revenues related to net investment as well as leasing activity.

Current wording

Revenue and operating income from our income property operations totaled $28.5 million and $20.7 million, respectively, during the three months ended September 30, 2024, compared to total revenue and operating income of $25.2 million and $18.1 million, respectively, for the three months ended September 30, 2023. The direct costs of revenues for our income property operations totaled $7.8 million and $7.1 million for the three months ended September 30, 2024 and 2023, respectively. The increase in revenues of $3.3 million, or 13.3%, during the three months ended September 30, 2024 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. The increase in operating income of $2.6 million from our income property operations reflects increased rent revenues related to net investment as well as leasing activity.

Previous wording

Revenue from our management services from PINE totaled $1.0 million and $1.1 million during the three months ended June 30, 2024 and 2023, respectively, which decrease is due to the decrease in PINE’s total equity. Management services during the three months ended June 30, 2024 also included less than $0.1 million of revenue, from each of the asset management agreement with a third party to manage a portfolio of multi-tenant and single-tenant assets (the “Portfolio Management Agreement”) and the Subsurface Management Agreement, with no such revenue recognized during the three months ended June 30, 2023.

Current wording

Revenue from our management services from PINE totaled $1.1 million during the three months ended September 30, 2024 and 2023. Management services during the three months ended September 30, 2024 also included less than $0.1 million of revenue, from each of the asset management agreement with a third party to manage a portfolio of multi-tenant and single-tenant assets (the “Portfolio Management Agreement”) and the Subsurface Management Agreement, with no such revenue recognized during the three months ended September 30, 2023.

Previous wording

Interest income from our commercial loans and investments totaled $1.4 million and $1.1 million during the three months ended June 30, 2024 and 2023, respectively. The increase is primarily due to increased income as a result of the timing of investments made related to new loan originations during the three months ended December 31, 2023, and the three months ended March 31, 2024, partially offset by a reduction in interest income attributable to the repayment of one loan during the three months ended June 30, 2024.

Current wording

Interest income from our commercial loans and investments totaled $1.6 million and $1.1 million during the three months ended September 30, 2024 and 2023, respectively. The increase is primarily due to increased income as a result of the timing of investments made related to new loan originations and structured investments during the nine months ended September 30, 2024.

Previous wording

During the three months ended June 30, 2024 and 2023, operating income from real estate operations was $0.1 million and $0.5 million on revenues totaling $0.4 million and $1.1 million, respectively. During the three months ended June 30, 2024, there was $0.6 million less in mitigation credit sales revenue as compared to the same period in 2023, which led to $0.4 million less in the cost of sales on mitigation credit sales during the three months ended June 30, 2024, in addition to a reduction of subsurface sale revenues of $0.2 million as compared to the same period in 2023.

Current wording

During the three months ended September 30, 2024 and 2023, operating income from real estate operations was $0.2 million and $0.9 million on revenues totaling $0.5 million and $1.1 million, respectively. During the three months ended September 30, 2024, there were $0.4 million more in mitigation credit sales, increasing mitigation credit cost of sales by $0.3 million, offset by $0.9 million less in subsurface sales as compared to the three months ended September 30, 2023. As of September 30, 2024 no mitigation credits or Subsurface Interests remain to be sold.

Previous wording

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 significant increase in managed income property assets, partially offset by a decrease in executive compensation during the three months ended June 30, 2024.

Current wording

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 significant increase in managed income property assets.

Previous wording

Depreciation and amortization totaled $11.5 million and $10.8 million during the three months ended June 30, 2024 and 2023, respectively. The increase of $0.7 million is due to the overall growth in the Company’s income property portfolio.

Current wording

Depreciation and amortization totaled $13.2 million and $11.7 million during the three months ended September 30, 2024 and 2023, respectively. The increase of $1.5 million is due to the overall growth in the Company’s income property portfolio.

Previous wording

Gain on Disposition of Assets and Provision for Impairment

Current wording

Gain (Loss) on Disposition of Assets and Provision for Impairment

Previous wording

Gain on Dispositions of Assets. There were no income property dispositions during the three months ended June 30, 2024. During the three months ended June 30, 2023, the Company sold one income property, an outparcel of the multi-tenant property known as Eastern Commons, located in Henderson, Nevada, for $2.1 million, resulting in a gain of $0.8 million.

Current wording

Gain (Loss) on Dispositions of Assets. During the three months ended September 30, 2024, the Company sold one multi-tenant income property located in West Jordan, Utah for $18.0 million resulting in a loss on sale of $0.8 million.

Previous wording

Provision for Impairment. There were no impairment charges on the Company’s income property portfolio during the three months ended June 30, 2024 and 2023. The Company recorded impairment charges of $0.1 million during the three months ended June 30, 2024, which was 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”, offset by a $0.1 million reduction in our current expected credit losses (“CECL”) allowance due to a net decrease in principal outstanding. No such impairment charges were recorded during the three months ended June 30, 2023.

Current wording

The Company recorded impairment charges of $0.5 million during the three months ended September 30, 2024, related to an increase in our current expected credit losses (“CECL”) allowance due to the net increase in principal outstanding on the Company’s portfolio of commercial loans and investments. No such impairment charges related to CECL were recorded during the three months ended September 30, 2023.

Previous wording

During the three months ended June 30, 2024, the closing stock price of PINE increased by $0.28 per share, with a closing price of $15.56 on June 30, 2024. During the three months ended June 30, 2023, the closing stock price of PINE decreased by $0.58 per share, with a closing price of $16.25 on June 30, 2023. The change in stock price resulted in an unrealized non-cash gain (loss) on the Company’s investment in PINE in the amount of $0.7 million and ($1.4) million which is included in investment and other income (loss) in the consolidated statements of operations for the three months ended June 30, 2024 and 2023, respectively.

Current wording

During the three months ended September 30, 2024, the closing stock price of PINE increased by $2.64 per share, with a closing price of $18.20 on September 30, 2024. During the three months ended September 30, 2023, the closing stock price of PINE increased by $0.11 per share, with a closing price of $16.36 on September 30, 2023. The change in stock price resulted in an unrealized non-cash gain on the Company’s investment in PINE in the amount of $6.2 million and $0.3 million which is included in investment and other income in the consolidated statements of operations for the three months ended September 30, 2024 and 2023, respectively.

Previous wording

The Company earned dividend income from the investment in PINE of $1.3 million and $1.2 million during the six months ended June 30, 2024 and 2023, respectively.

Current wording

The Company earned dividend income from the investment in PINE of $0.7 million and 0.6 million during the three months ended September 30, 2024 and 2023, respectively.

Previous wording

Net income (loss) attributable to the Company totaled $1.2 million and $1.8 million during the three months ended June 30, 2024 and 2023, respectively. The $0.6 million decrease in net income is attributable to the factors described above.

Current wording

Net income attributable to the Company totaled $6.2 million and $2.7 million during the three months ended September 30, 2024 and 2023, respectively. The $3.5 million decrease in net income is attributable to the factors described above.

Previous wording

Total revenue for the six months ended increased to $57.0 million, compared to $50.8 million during the six months ended June 30, 2023. The $6.2 million 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 more same store revenue from our properties owned during each period. Additionally, revenues from our commercial loans and investments increased as a result of the change in the commercial loan and investment portfolio.

Current wording

Total revenue for the nine months ended September 30, 2024 increased to $88.7 million, compared to $79.2 million during the nine months ended September 30, 2023. The $9.5 million 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 more same store revenue from our properties owned during each period. Additionally, revenues from our commercial loans and investments increased as a result of the growth in the commercial loan and investment portfolio.

Previous wording

Revenue and operating income from our income property operations totaled $50.5 million and $35.7 million, respectively, during the six months ended June 30, 2024, compared to total revenue and operating income of $45.2 million and $31.4 million, respectively, for the six months ended June 30, 2023. The direct costs of revenues for our income property operations totaled $14.8 million and $13.8 million for the six months ended June 30, 2024 and 2023, respectively. The increase in revenues of $5.3 million, or 11.8%, during the six months ended June 30, 2024 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. The increase in operating income of $4.3 million from our income property operations reflects increased rent revenues related to net investments as well as leasing activity.

Current wording

Revenue and operating income from our income property operations totaled $79.0 million and $56.4 million, respectively, during the nine months ended September 30, 2024, compared to total revenue and operating income of $70.4 million and $49.5 million, respectively, for the nine months ended September 30, 2023. The direct costs of revenues for our income property operations totaled $22.6 million and $20.9 million for the nine months ended September 30, 2024 and 2023, respectively. The increase in revenues of $8.6 million, or 12.3%, during the nine months ended September 30, 2024 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. The increase in operating income of $6.9 million from our income property operations reflects increased rent revenues related to net investments as well as leasing activity.

Previous wording

Revenue from our management services from PINE totaled $2.1 million and $2.2 million during the six months ended June 30, 2024 and 2023, respectively, which decrease is due to the decrease in PINE’s total equity. Management services during the six months ended June 30, 2024 also included $0.1 million of revenue, from each of the Portfolio Management Agreement and the Subsurface Management Agreement, with no such revenue recognized during the six months ended June 30, 2023.

Current wording

Revenue from our management services from PINE totaled $3.1 million and $3.3 million during the nine months ended September 30, 2024 and 2023, respectively, which decrease is due to the decrease in PINE’s total equity. Management services during the nine months ended September 30, 2024 also included $0.1 million of revenue, from each of the Portfolio Management Agreement and the Subsurface Management Agreement, with no such revenue recognized during the nine months ended September 30, 2023.

Previous wording

Interest income from our commercial loans and investments totaled $2.8 million and $1.9 million during the six months ended June 30, 2024 and 2023, respectively. The increase is primarily due to increased income as a result of the timing of investments made related to new loan originations during the twelve-month period ended June 30, 2024, partially offset by a reduction in interest income attributable to the repayment of one loan during the three months ended June 30, 2024.

Current wording

Interest income from our commercial loans and investments totaled $4.4 million and $3.0 million during the nine months ended September 30, 2024 and 2023, respectively. The increase is primarily due to increased income as a result of the timing of investments made related to new loan originations and structured investments during the twelve-month period ended September 30, 2024, partially offset by a reduction in interest income attributable to the repayment of one loan during the nine months ended September 30, 2024.

Previous wording

During the six months ended June 30, 2024, and 2023, operating income from real estate operations was $0.4 million and $0.8 million on revenues totaling $1.4 million and $1.5 million, respectively. The $0.4 million decrease in operating income is due to more mitigation credit sales during the six months ended June 30, 2024 having an increased cost basis compared to mitigation credit sales during the six months ended June 30, 2023.

Current wording

During the nine months ended September 30, 2024, and 2023, operating income from real estate operations was $0.5 million and $1.7 million on revenues totaling $2.0 million and $2.6 million, respectively. The $1.2 million decrease in operating income is due to $0.7 million more mitigation credit sales during the nine months ended September 30, 2024 having an increased cost basis compared to mitigation credit sales during the nine months ended September 30, 2023,

Previous wording

Total general and administrative expenses for the six months ended June 30, 2024 is presented in the following summary and indicates the changes as compared to the six months ended June 30, 2023 (in thousands):

Current wording

Total general and administrative expenses for the nine months ended September 30, 2024 is presented in the following summary and indicates the changes as compared to the nine months ended September 30, 2023 (in thousands):

Previous wording

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 significant increase in managed income property assets, partially offset by reduced executive compensation during the six months ended June 30, 2024.

Current wording

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 significant increase in managed income property assets, partially offset by reduced executive compensation during the nine months ended September 30, 2024.

Previous wording

Depreciation and amortization totaled $22.5 million and $21.1 million during the six months ended June 30, 2024 and 2023, respectively. The increase of $1.4 million is due to the overall growth in the Company’s income property portfolio.

Current wording

Depreciation and amortization totaled $35.7 million and $32.8 million during the nine months ended September 30, 2024 and 2023, respectively. The increase of $2.9 million is due to the overall growth in the Company’s income property portfolio.

Previous wording

Gain on Disposition of Assets. During the six months ended June 30, 2024, the Company sold one mixed use income property in downtown Santa Fe, NM for $20.0 million, resulting in a gain of $4.6 million. Additionally, during the six months ended June 30, 2024, the Company sold its portfolio of Subsurface Interests for $5.0 million, resulting in a gain of $4.5 million. During the six months ended June 30, 2023, the Company sold one income property, an outparcel of the multi-tenant property known as Eastern Commons, located in Henderson, Nevada, for $2.1 million, resulting in a gain of $0.8 million.

Current wording

Gain on Disposition of Assets. During the nine months ended September 30, 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. 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. Additionally, during the nine months ended September 30, 2024, the Company sold its portfolio of Subsurface Interests for $5.0 million, resulting in a gain of $4.5 million.

Previous wording

Provision for Impairment. There were no impairment charges on the Company’s income property portfolio during the six months ended June 30, 2024 and 2023. The Company recorded impairment charges of $0.1 million and $0.5 million during the six months ended June 30, 2024 and 2023, respectively, representing the provision for credit losses related to our commercial loans and investments. The $0.1 million of impairment charges during the six months ended June 30, 2024, was 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”, offset by a $0.1 million reduction in our CECL allowance due to a net decrease in principal outstanding.

Current wording

During the nine months ended September 30, 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 nine months ended September 30, 2023, the Company recorded a $0.5 million impairment charge, representing the provision for credit losses related to our commercial loans and investments.

Previous wording

During the six months ended June 30, 2024, the closing stock price of PINE decreased by $1.35 per share, with a closing price of $15.56 on June 30, 2024. During the six months ended June 30, 2023, the closing stock price of PINE decreased by $2.83 per share, with a closing price of $16.25 on June 30, 2023. The change in stock price resulted in unrealized non-cash losses on the Company’s investment in PINE in the amount of $3.1 million and $6.2 million which is included in investment and other income (loss) in the consolidated statements of operations for the six months ended June 30, 2024 and 2023, respectively.

Current wording

stock price resulted in unrealized non-cash gains (losses) on the Company’s investment in PINE in the amount of $3.1 million and $(6.0) million which is included in investment and other income (loss) in the consolidated statements of operations for the nine months ended September 30, 2024 and 2023, respectively.

Previous wording

The Company earned dividend income from the investment in PINE of $0.6 million during each of the three month periods ended June 30, 2024 and 2023.

Current wording

The Company earned dividend income from the investment in PINE of $1.9 million during each of the nine months ended September 30, 2024 and 2023.

Previous wording

The Company derecognized a contingent obligation through a $2.3 million increase in investment and other income (loss) during the three months ended June 30, 2023, pursuant to a lease amendment whereby the Company’s obligation to fund certain tenant improvements was eliminated. The liability was previously included in Accrued and Other Liabilities on the Company’s consolidated balance sheets.

Current wording

The Company derecognized a contingent obligation through a $2.3 million increase in investment and other income (loss) during the nine months ended September 30, 2023, pursuant to a lease amendment whereby the Company’s obligation to fund certain tenant improvements was eliminated. The liability was previously included in Accrued and Other Liabilities on the Company’s consolidated balance sheets.

Previous wording

Interest expense totaled $5.6 million and $5.2 million for the three months ended June 30, 2024 and 2023, respectively. The increase of $0.4 million is primarily related to increases in the Company’s fixed rates on the 2026 Term Loan and the 2027 Term Loan due to swaps effective on March 29, 2024, which were partially offset by a reduction in interest on the Credit Facility due to a lower average outstanding balance during the three months ended June 30, 2024, as compared to the same period in 2023.

Current wording

Interest expense totaled $16.8 million and $16.2 million for the nine months ended September 30, 2024 and 2023, respectively. The increase of $0.6 million is primarily related to increases in the Company’s fixed rates on the 2026 Term Loan and the 2027 Term Loan due to swaps effective on March 29, 2024, which was partially offset by a $0.4 million reduction in interest on the Credit Facility due to a lower average outstanding balance during the nine months ended September 30, 2024, as compared to the same period in 2023.

Previous wording

Net income (loss) attributable to the Company totaled $3.1 million and $(4.2) million during the six months ended June 30, 2024 and 2023, respectively. The $7.3 million increase in net income is attributable to the factors described above, most notably the $8.2 million increase in gain on disposition of assets as described above.

Current wording

Net income (loss) attributable to the Company totaled $13.3 million and $(1.5) million during the nine months ended September 30, 2024 and 2023, respectively. The $14.8 million increase in net income is attributable to the factors described above, most notably the $6.5 million increase in investment and other income, as well as an increase in operating income from our income property portfolio as described above.

Previous wording

Cash and cash equivalents totaled $4.8 million at June 30, 2024, while restricted cash totaled $1.4 million, see Note 2, “Summary of Significant Accounting Policies” under the heading Restricted Cash for the Company’s disclosure related to its restricted cash balance at June 30, 2024.

Current wording

Cash and cash equivalents totaled $8.2 million at September 30, 2024, while restricted cash totaled $1.7 million, see Note 2, “Summary of Significant Accounting Policies” under the heading Restricted Cash for the Company’s disclosure related to its restricted cash balance at September 30, 2024.

Previous wording

Our cash flows provided by operating activities totaled $24.6 million during the six months ended June 30, 2024, as compared to $25.0 million during the six months ended June 30, 2023, a decrease of $0.4 million. The primary reason for the decrease is an increase in interest expense as the result of higher overall debt balances during the six months ended June 30, 2024, offset by increased cash flows provided by income properties, which is the result of theoverall growth and lease up of the Company’s income property portfolio, as well as increased cash flows from our commercial loans and investments.

Current wording

Our cash flows provided by operating activities totaled $45.8 million during the nine months ended September 30, 2024, as compared to $39.9 million during the nine months ended September 30, 2023, an increase of $5.9 million. The primary reason for the increase is the increased cash flows provided by income properties, which is the result of theoverall growth and lease up of the Company’s income property portfolio, as well as increased cash flows from our commercial loans and investments.

Previous wording

Our cash flows used in investing activities totaled $40.7 million during the six months ended June 30, 2024, as compared to $106.4 million during the six months ended June 30, 2023, a decrease in cash outflows of $65.7 million. The decrease in cash used in investing activitiesis primarily the result of a decrease in acquisition activity of income properties, net of sales of income properties and principal repayments received on commercial loan investments, for a decrease in net cash used of $56.6 million during thesix months ended June 30, 2024 as compared to the same period in 2023.

Current wording

Our cash flows used in investing activities totaled $215.3 million during the nine months ended September 30, 2024, as compared to $98.3 million during the nine months ended September 30, 2023, for an increase in cash outflows of $117.0 million. The increase in cash used in investing activitiesis primarily the result of an increase in acquisition activity of income properties and commercial loans and investments, partially offset by an increase in proceeds from dispositions, for an increase in net cash used of $121.2 million during thenine months ended September 30, 2024 as compared to the same period in 2023.

Previous wording

Our cash flows provided by financing activities totaled $4.4 million for the six months ended June 30, 2024, compared to $70.3 million for the six months ended June 30, 2023, a decrease in cash inflows of $65.9 million. The decrease is primarily related to a $108.9 million decrease in cash inflows provided by net debt activity, partially offset by proceeds from preferred equity issuances of $33.0 million, proceeds from common stock issuances of $6.4 million and a decrease in cash outflows of $4.4 million due to fewer repurchases of the Company’s common and preferred stock during the six months ended June 30, 2024 as compared to the same period in 2023.

Current wording

Our cash flows provided by financing activities totaled $161.6 million for the nine months ended September 30, 2024, compared to $66.8 million for the nine months ended September 30, 2023, an increase in cash inflows of $94.8 million. The increase is primarily due to a $132.3 million increase in proceeds from common and preferred stock issuances under the respective ATM programs, proceeds from preferred equity issuances of $33.0 million, partially offset by a $70.3 million decrease in cash inflows provided by net debt activity during the nine months ended September 30, 2024 as compared to the same period in 2023.

Previous wording

*Long-Term Debt.*At June 30, 2024, the current commitment level under the Credit Facility was $300.0 million. The undrawn commitment under the Credit Facility totaled $150.0 million. As of June 30, 2024, the Credit Facility had a $150.0 million balance outstanding. See Note 15, “Long-Term Debt” for the Company’s disclosure related to its long-term debt balance at June 30, 2024.

Current wording

*Long-Term Debt.*At September 30, 2024, the current commitment level under the Credit Facility was $300.0 million. The undrawn commitment under the Credit Facility totaled $205.0 million. As of September 30, 2024, the Credit Facility had a $95.0 million balance outstanding. See Note 15, “Long-Term Debt” for the Company’s disclosure related to its long-term debt balance at September 30, 2024.

Showing the first 40 of 45 pairs. Open the source sections for the rest.

Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

Interest expense totaled $5.6 million and $6.3 million for the three months ended September 30, 2024 and 2023, respectively. The decrease of $0.7 million is primarily due to the $1.0 million reduction in interest on the Credit Facility due to a lower average outstanding balance during the three months ended September 30, 2024, as compared to the same period in 2023.

Current report — wording carried from elsewhere

During the nine months ended September 30, 2024, the closing stock price of PINE increased by $1.29 per share, with a closing price of $18.20 on September 30, 2024. During the nine months ended September 30, 2023, the closing stock price of PINE decreased by $2.72 per share, with a closing price of $16.36 on September 30, 2023. The change in

Current report — wording carried from elsewhere

securities of real estate companies, or make other shorter-term investments. Our targeted investment classes may include the following:
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

The Company derecognized a contingent obligation through a $2.3 million increase in investment and other income (loss) during the six months ended June 30, 2023, pursuant to a lease amendment whereby the Company’s obligation to fund certain tenant improvements was eliminated. The liability was previously included in Accrued and Other Liabilities on the Company’s consolidated balance sheets.

Previous report — wording carried elsewhere

Interest expense totaled $11.1 million and $9.8 million for the six months ended June 30, 2024 and 2023, respectively. The increase of $1.3 million is partially related to increases in the Company’s fixed rates on the 2026 Term Loan and the 2027 Term Loan due to swaps effective on March 29, 2024, as well as a higher average outstanding balance on the Company’s Credit Facility during the six months ended June 30, 2024, as compared to the same period in 2023.

Previous report — wording carried elsewhere

Net Income (Loss) Attributable to the Company