Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 23, 2020 | |
Cover [Abstract] | ||
Entity Central Index Key | 0001786117 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-39143 | |
Entity Registrant Name | ALPINE INCOME PROPERTY TRUST, INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 84-2769895 | |
Entity Address, Address Line One | 1140 N. Williamson Blvd. | |
Entity Address, Address Line Two | Suite 140 | |
Entity Address, City or Town | Daytona Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32114 | |
City Area Code | 386 | |
Local Phone Number | 274-2202 | |
Title of 12(b) Security | COMMON STOCK, $0.01 PAR VALUE | |
Trading Symbol | PINE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 7,458,755 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONSOLIDATED AND BALANCE SHEETS
CONSOLIDATED AND BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Real Estate: | ||
Total Real Estate, at cost | $ 210,385,171 | $ 128,456,692 |
Less, Accumulated Depreciation | (4,717,615) | (416,235) |
Real Estate—Net | 205,667,556 | 128,040,457 |
Cash and Cash Equivalents | 1,885,906 | 12,341,978 |
Intangible Lease Assets—Net | 35,007,647 | 22,357,633 |
Straight-Line Rent Adjustment | 1,735,570 | 68,016 |
Deferred Expenses | 577,272 | |
Other Assets | 1,372,908 | 787,317 |
Total Assets | 245,669,587 | 164,172,673 |
Liabilities: | ||
Accounts Payable, Accrued Expenses, and Other Liabilities | 2,892,550 | 1,471,722 |
Prepaid Rent and Deferred Revenue | 1,131,678 | 87,481 |
Intangible Lease Liabilities—Net | 2,910,877 | 1,908,193 |
Long-Term Debt | 87,853,998 | |
Total Liabilities | 94,789,103 | 3,467,396 |
Commitments and Contingencies | ||
Equity: | ||
Preferred Stock, $0.01 par value per share, 100 million shares authorized, no shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | ||
Common Stock, $0.01 par value per share, 500 million shares authorized, 7,455,281 shares issued and outstanding as of September 30, 2020 and 7,902,737 shares issued and outstanding December 31, 2019 | 79,115 | 79,027 |
Additional Paid-in Capital | 133,105,087 | 137,947,575 |
Dividends in Excess of Net Income | (4,992,404) | (497,508) |
Accumulated Other Comprehensive Loss | (618,563) | |
Stockholders' Equity | 127,573,235 | 137,529,094 |
Noncontrolling Interest | 23,307,249 | 23,176,183 |
Total Equity | 150,880,484 | 160,705,277 |
Total Liabilities and Equity | 245,669,587 | 164,172,673 |
Land | ||
Real Estate: | ||
Total Real Estate, at cost | 78,623,631 | 54,386,511 |
Buildings and Improvements | ||
Real Estate: | ||
Total Real Estate, at cost | $ 131,761,540 | $ 74,070,181 |
CONSOLIDATED AND BALANCE SHEE_2
CONSOLIDATED AND BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Common Stock | ||
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 7,455,281 | 7,902,737 |
Common Stock, shares outstanding | 7,455,281 | 7,902,737 |
Preferred Stock | ||
Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
CONSOLIDATED AND COMBINED STATE
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues: | ||||
Lease Income | $ 5,100,803 | $ 3,379,595 | $ 13,862,514 | $ 9,426,482 |
Total Revenues | 5,100,803 | 3,379,595 | 13,862,514 | 9,426,482 |
Operating Expenses: | ||||
Real Estate Expenses | 553,482 | 386,965 | 1,703,955 | 1,138,539 |
General and Administrative Expenses | (1,119,807) | (564,251) | (3,535,608) | (1,415,330) |
Depreciation and Amortization | (2,694,778) | (1,429,640) | (7,003,602) | (3,946,794) |
Total Operating Expenses | 4,368,067 | 2,380,856 | 12,243,165 | 6,500,663 |
Gain on Disposition of Assets | 287,375 | 287,375 | ||
Net Income from Operations | 1,020,111 | 998,739 | 1,906,724 | 2,925,819 |
Interest Expense | 384,360 | 976,648 | ||
Net Income | 635,751 | 998,739 | 930,076 | 2,925,819 |
Less: Net Income Attributable to Noncontrolling Interest | (89,648) | (131,066) | ||
Net Income Attributable to Alpine Income Property Trust, Inc. | $ 546,103 | $ 998,739 | $ 799,010 | $ 2,925,819 |
Net Income | ||||
Basic (in dollars per share) | $ 0.07 | $ 0.10 | ||
Diluted (in dollars per share) | $ 0.06 | $ 0.09 | ||
Weighted Average Number of Common Shares: | ||||
Basic (in shares) | 7,455,281 | 7,632,660 | ||
Diluted (in shares) | 8,679,135 | 8,856,514 | ||
Dividends Declared and Paid (in dollars per share) | $ 0.20 | $ 0.60 |
CONSOLIDATED AND COMBINED STA_2
CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net Income Attributable to Alpine Income Property Trust, Inc. | $ 546,103 | $ 998,739 | $ 799,010 | $ 2,925,819 |
Other Comprehensive Income (Loss) | ||||
Cash Flow Hedging Derivative - Interest Rate Swap | 28,319 | (618,563) | ||
Total Other Comprehensive Income (Loss) | 28,319 | (618,563) | ||
Total Comprehensive Income (Loss) | $ 574,422 | $ 998,739 | $ 180,447 | $ 2,925,819 |
CONSOLIDATED COMBINED STATEMENT
CONSOLIDATED COMBINED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) | Predecessor Equity | Common Stock at Par | Additional Paid-In Capital | Dividends in Excess of Net Income | Accumulated Other Comprehensive Loss | Stockholders' Equity | Noncontrolling Interest | Total |
Balance at Dec. 31, 2018 | $ 124,189,096 | $ 124,189,096 | $ 124,189,096 | |||||
Increase (decrease) in shareholders' equity | ||||||||
Net Income | 2,925,819 | 2,925,819 | 2,925,819 | |||||
Stock Compensation Expense from Consolidated-Tomoka Land Co. | 438,603 | 438,603 | 438,603 | |||||
Net Transactions with Consolidated-Tomoka Land Co. | 20,024,397 | 20,024,397 | 20,024,397 | |||||
Balance at Sep. 30, 2019 | 147,577,915 | 147,577,915 | 147,577,915 | |||||
Balance at Jun. 30, 2019 | 141,550,624 | 141,550,624 | 141,550,624 | |||||
Increase (decrease) in shareholders' equity | ||||||||
Net Income | 998,739 | 998,739 | 998,739 | |||||
Stock Compensation Expense from Consolidated-Tomoka Land Co. | 166,778 | 166,778 | 166,778 | |||||
Net Transactions with Consolidated-Tomoka Land Co. | 4,861,774 | 4,861,774 | 4,861,774 | |||||
Balance at Sep. 30, 2019 | $ 147,577,915 | 147,577,915 | 147,577,915 | |||||
Balance at Dec. 31, 2019 | $ 79,027 | $ 137,947,575 | $ (497,508) | 137,529,094 | $ 23,176,183 | 160,705,277 | ||
Balance at Jun. 30, 2020 | 79,081 | 133,037,076 | (3,802,680) | $ (646,882) | 128,666,595 | 23,217,601 | 151,884,196 | |
Balance at Dec. 31, 2019 | 79,027 | 137,947,575 | (497,508) | 137,529,094 | 23,176,183 | 160,705,277 | ||
Increase (decrease) in shareholders' equity | ||||||||
Net Income | 799,010 | 799,010 | 131,066 | 930,076 | ||||
Stock Repurchase | (5,013,684) | (5,013,684) | (5,013,684) | |||||
Stock Issuance to Directors | 88 | 171,196 | 171,284 | 171,284 | ||||
Cash Dividend | (5,293,906) | (5,293,906) | (5,293,906) | |||||
Other Comprehensive Income (Loss) | (618,563) | (618,563) | (618,563) | |||||
Balance at Sep. 30, 2020 | 79,115 | 133,105,087 | (4,992,404) | (618,563) | 127,573,235 | 23,307,249 | 150,880,484 | |
Balance at Jun. 30, 2020 | 79,081 | 133,037,076 | (3,802,680) | (646,882) | 128,666,595 | 23,217,601 | 151,884,196 | |
Increase (decrease) in shareholders' equity | ||||||||
Net Income | 546,103 | 546,103 | 89,648 | 635,751 | ||||
Stock Issuance to Directors | 34 | 68,011 | 68,045 | 68,045 | ||||
Cash Dividend | (1,735,827) | (1,735,827) | (1,735,827) | |||||
Other Comprehensive Income (Loss) | 28,319 | 28,319 | 28,319 | |||||
Balance at Sep. 30, 2020 | $ 79,115 | $ 133,105,087 | $ (4,992,404) | $ (618,563) | $ 127,573,235 | $ 23,307,249 | $ 150,880,484 |
CONSOLIDATED COMBINED STATEME_2
CONSOLIDATED COMBINED STATEMENTS OF SHAREHOLDERS’ EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Common Stock | ||
Cash Dividends (in dollars per share) | $ 0.20 | $ 0.60 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flow from Operating Activities: | |||
Net Income | $ 635,751 | $ 930,076 | $ 2,925,819 |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | |||
Depreciation and Amortization | 7,003,602 | 3,946,794 | |
Amortization of Intangible Assets and Liabilities to Lease Income | (28,679) | (76,853) | (193,018) |
Loan Cost Amortization included in Interest Expense | 44,000 | 132,327 | |
Amortization of Deferred Expenses to Lease Income | 226,823 | ||
Gain on Disposition of Property, Plant, and Equipment | (287,375) | ||
Non-Cash Compensation | 171,284 | 438,603 | |
Decrease (Increase) in Assets: | |||
Straight-Line Rent Adjustment | (1,236,699) | (335,982) | |
COVID-19 Deferred Rent | (538,351) | ||
Deferred Expenses | (411) | ||
Other Assets | (589,098) | (92,413) | |
Increase (Decrease) in Liabilities: | |||
Accounts Payable, Accrued Expenses, and Other Liabilities | 802,265 | 119,645 | |
Prepaid Rent and Deferred Revenue | 1,044,197 | (7,216) | |
Net Cash Provided By Operating Activities | 7,355,375 | 7,028,644 | |
Cash Flow from Investing Activities: | |||
Acquisition of Real Estate | (100,735,751) | (27,001,032) | |
Proceeds from Disposition of Property, Plant, and Equipment | 4,932,951 | ||
Net Cash Used In Investing Activities | (95,802,800) | (27,001,032) | |
Cash Flow from Financing Activities: | |||
Draws on Credit Facility | 95,000,000 | ||
Payments on Credit Facility | (6,691,146) | ||
Repurchase of Common Stock | (5,013,684) | ||
Net Transactions with CTO Realty Growth, Inc. | 20,024,397 | ||
Cash Paid for Loan Fees | (9,911) | ||
Dividends Paid | (5,293,906) | ||
Net Cash Provided By Financing Activities | 77,991,353 | 20,024,397 | |
Net Increase (Decrease) in Cash | (10,456,072) | 52,009 | |
Cash, Beginning of Period | 12,341,978 | 8,258 | |
Cash, End of Period | $ 1,885,906 | $ 1,885,906 | $ 60,267 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 9 Months Ended | |
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | |
Supplemental Disclosure of Cash Flows: | ||
Interest paid | $ 809,000 | $ 0 |
Interest capitalized | 0 | $ 0 |
Outstanding on credit facility | 99,300,000 | |
Interest Rate Swap | 618,563 | |
Interest Rate Swap | ||
Supplemental Disclosure of Cash Flows: | ||
Interest Rate Swap | $ 619,000 |
BUSINESS AND ORGANIZATION
BUSINESS AND ORGANIZATION | 9 Months Ended |
Sep. 30, 2020 | |
BUSINESS AND ORGANIZATION | |
BUSINESS AND ORGANIZATION | NOTE 1. BUSINESS AND ORGANIZATION BUSINESS Alpine Income Property Trust, Inc. (the “Company” or “PINE”) is a real estate company that owns and operates a high-quality portfolio of single-tenant commercial properties. The terms “us,” “we,” “our,” and “the Company” as used in this report refer to Alpine Income Property Trust, Inc. together with our consolidated subsidiaries. Our portfolio consists of 45 single-tenant, primarily net leased retail and office properties located in 32 markets in 17 states. All of the properties in our portfolio are subject to long-term, primarily triple-net leases, which generally require the tenant to pay all of the property operating expenses such as real estate taxes, insurance, assessments and other governmental fees, utilities, repairs and maintenance and certain capital expenditures. The Company has no employees and is externally managed by Alpine Income Property Manager, LLC, a Delaware limited liability company and a wholly owned subsidiary of CTO Realty Growth, Inc. (our “Manager”). CTO Realty Growth, Inc. (NYSE American: CTO) is a Florida corporation that is a publicly traded, diversified real estate operating company and the sole member of our Manager (“CTO”). COVID-19 PANDEMIC In March 2020, the World Health Organization declared the outbreak of the novel coronavirus as a pandemic (the “COVID-19 Pandemic”), which has spread throughout the United States. The spread of the COVID-19 Pandemic has continued to cause significant volatility in the U.S. and international markets, and in many industries, business activity has experienced periods of almost complete shutdown. There continues to be uncertainty around the duration and severity of business disruptions related to the COVID-19 Pandemic, as well as its impact on the U.S. economy and international economies. The Company collected 100% of the Contractual Base Rent due for the three months ended September 30, 2020. Contractual Base Rent (“CBR”) represents the amount owed to the Company under the current terms of its lease agreements. The Company has previously agreed to defer or abate certain CBRs in exchange for additional lease term or other lease enhancing additions that equated to approximately 6% of contractual rents. Additionally, the portfolio remains 100% occupied as of September 30, 2020. In general, the repayment of the deferred CBR began in the third quarter of 2020, with ratable payments continuing, in some cases, through the end of 2021. The Company has not yet reached an agreement with a tenant responsible for approximately 2% of CBR due during the three months ended June 30, 2020, however, this tenant has made 100% of its CBR payments due for the three months ended September 30, 2020. See Note 17, “Subsequent Events” for the Company’s disclosure related to October 2020 rent collections. An assessment of the current or identifiable potential financial and operational impacts on the Company as a result of the COVID-19 Pandemic are as follows: · When the pandemic was declared, given the uncertainties created by the COVID-19 Pandemic and the impact on the capital markets, the U.S. economy, and PINE’s tenants, the Company temporarily suspended its activities directed at identifying additional acquisition opportunities. Towards the end of the second quarter of 2020, the Company reached agreements with tenants for rent deferrals and abatements and the Company completed the acquisition of two properties for an aggregate purchase price of approximately $28.6 million. During the third quarter of 2020, the Company completed the acquisition of fifteen properties for an aggregate purchase price of approximately $23.9 million, for total year-to-date acquisitions of approximately $99.3 million. · As a result of the outbreak of the COVID-19 Pandemic, the federal government and the State of Florida issued orders encouraging everyone to remain at their residence and not go into work. In response to these orders and in the best interest of our Manager’s employees and our directors, our Manager implemented significant preventative measures to ensure the health and safety of its employees and our Board of Directors (the “Board”), including: conducting all meetings of our Board and Committees of the Board telephonically or via a visual conferencing service, permitting its employees to work from home at their election, enforcing appropriate social distancing practices in our Manager’s office, encouraging its employees to wash their hands often and use face masks and providing hand sanitizer and other disinfectant products throughout their office, requiring its employees who do not feel well, in any capacity, to stay at home, and requiring all third-party delivery services (e.g. mail, food delivery, etc.) to complete their service outside the front door of its offices. Our Manager also offered COVID-19 testing to its employees in our Manager’s office to ensure a safe working environment. ORGANIZATION The Company is a Maryland corporation that was formed on August 19, 2019. On November 26, 2019, the Company closed its initial public offering (“IPO”) of shares of its common stock (the “Offering”) as well as a concurrent private placement of shares of common stock to CTO. Net proceeds from the Offering and the concurrent CTO Private Placement (defined below) were used to purchase 15 single-tenant properties from CTO. Additionally, CTO contributed to Alpine Income Property OP, LP, the Company’s operating partnership (the “Operating Partnership”), five additional single-tenant properties in exchange for operating partnership units (“OP Units”). The price per share paid in the Offering and the concurrent private placement was $19.00 (the “IPO Price”). The Offering raised $142.5 million in gross proceeds from the issuance of 7,500,000 shares of our common stock. We also raised $7.5 million from the concurrent private placement to CTO from the issuance of 394,737 shares of our common stock (“CTO Private Placement”). Included in the $142.5 million Offering was CTO’s purchase of 421,053 shares of our common stock for $8.0 million, representing a cash investment by CTO of $15.5 million. Approximately $125.9 million of proceeds from the Offering were utilized to acquire 15 properties in our initial portfolio. The remaining five properties in our initial portfolio were contributed by CTO in exchange for 1,223,854 OP Units of the Operating Partnership for a value of approximately $23.3 million based on the IPO Price. The Company incurred a total of approximately $12.0 million of transaction costs, which included underwriting fees of approximately $9.4 million. Upon completion of the Offering, the concurrent CTO Private Placement, and the other transactions executed at the time of our listing on the New York Stock Exchange (the “NYSE”) under the symbol “PINE” (collectively defined as the “Formation Transactions”), CTO owned approximately 22.3% of our outstanding common stock (assuming the OP Units issued to CTO in the Formation Transactions are exchanged for shares of our common stock on a one-for-one basis). We conduct the substantial majority of our operations through the Operating Partnership. Our wholly owned subsidiary, Alpine Income Property GP, LLC (“PINE GP”), is the sole general partner of the Operating Partnership. Substantially all of our assets are held by, and our operations are conducted through, the Operating Partnership. As of September 30, 2020, we have a total ownership interest in the Operating Partnership of approximately 85.9%, with CTO holding, directly and indirectly, a 14.1% ownership interest in the Operating Partnership. Our interest in the Operating Partnership generally entitles us to share in cash distributions from, and in the profits and losses of, the Operating Partnership in proportion to our percentage ownership. We, through PINE GP, generally have the exclusive power under the partnership agreement to manage and conduct the business and affairs of the Operating Partnership, subject to certain approval and voting rights of the limited partners. Our Board manages our business and affairs. The Company has elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) commencing with its short taxable year beginning on November 26, 2019 and ending on December 31, 2019. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Company’s annual REIT taxable income, without regard to the dividends paid deduction or net capital gain, to its stockholders (which is computed and which does not necessarily equal net income as calculated in accordance with generally accepted accounting principles). As a REIT, the Company is generally not subject to U.S. federal corporate income tax to the extent of its distributions to stockholders. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax on its taxable income at regular corporate rates and generally will not be permitted to qualify for treatment as a REIT for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants the Company relief under certain statutory provisions. Such an event could materially adversely affect the Company’s net income and net cash available for distribution to stockholders. Even if the Company qualifies for taxation as a REIT, the Company may be subject to state and local taxes on its income and property and federal income and excise taxes on its undistributed income. |
BASIS OF PRESENTATION AND PRINC
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION | 9 Months Ended |
Sep. 30, 2020 | |
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION | |
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION | NOTE 2. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION BASIS OF PRESENTATION For the periods prior to November 26, 2019, the accompanying combined financial statements of Alpine Income Property Trust, Inc. Predecessor (the “Predecessor”) do not represent the financial position and results of operations of one legal entity, but rather a combination of entities under common control that have been “carved out” from CTO’s consolidated financial statements. Historically, financial statements of the Predecessor have not been prepared as it has not operated separately from CTO. These combined financial statements reflect the revenues and expenses of the Predecessor and include certain material assets and liabilities of CTO that are specifically identifiable and generated through, or associated with, an in-place net lease, which have been reflected at CTO’s historical basis. For periods subsequent to November 26, 2019, the accompanying consolidated financial statements represent the consolidated statements of PINE together with our consolidated subsidiaries. As a result of the Company’s acquisitions of the initial portfolio from CTO, the consolidated financial statements subsequent to November 26, 2019 are presented on a new basis of accounting pursuant to Accounting Standards Codification (“ASC”) 805-10, Business Combinations . The accompanying unaudited consolidated and combined financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These unaudited consolidated and combined financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, which provides a more complete understanding of the Company’s accounting policies, financial position, operating results, business properties, and other matters. The unaudited consolidated and combined financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the financial position of the Company and the results of operations for the interim periods. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020. The combined financial statements for the periods prior to November 26, 2019 include an allocation of general and administrative expenses to the Predecessor from CTO. In addition, general and administrative expenses include an allocation of the costs of certain CTO corporate functions, including executive oversight, treasury, finance, human resources, tax compliance and planning, internal audit, financial reporting, information technology, and investor relations. General and administrative expenses (including stock-based compensation) for periods prior to November 26, 2019 represent a pro rata allocation of costs from CTO based on the revenues of the Predecessor as a percentage of CTO’s total revenue. The Company believes the allocation methodology for general and administrative expenses for periods prior to November 26, 2019 is reasonable. However, the allocated general and administrative expense presented in our combined statements of operations for periods prior to November 26, 2019 does not necessarily reflect what our general and administrative expenses will be as a stand-alone public company for reporting periods subsequent to November 26, 2019. Additionally, most of the Predecessor entities included in CTO’s financial statements did not have separately established bank accounts for the periods presented, and most cash transactions were historically transacted through bank accounts owned by CTO. The combined statements of cash flows for the periods presented were prepared as if operating, investing, and financing transactions had been transacted through separate bank accounts of the Predecessor. The combined financial statements include, on a carve-out basis, the historical balance sheets, statements of operations, and cash flows attributed to the Predecessor. PRINCIPLES OF CONSOLIDATION For periods subsequent to November 26, 2019, the consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and other entities in which we have a controlling interest. All inter-company balances and transactions have been eliminated in the consolidated financial statements. For periods prior to November 26, 2019, the combined financial statements include, on a carve-out basis, the historical balance sheets, statements of operations, and cash flows of the Predecessor. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period presented. Actual results could differ from those estimates. Among other factors, fluctuating market conditions that can exist in the national real estate markets and the volatility and uncertainty in the financial and credit markets make it possible that the estimates and assumptions, most notably those related to PINE’s investment in income properties, could change materially due to continued volatility in the real estate and financial markets, or as a result of a significant dislocation in those markets. REAL ESTATE The Company’s real estate assets are primarily comprised of the income properties in its portfolio, and are stated at cost, less accumulated depreciation and amortization. Such income properties are depreciated on a straight-line basis over their estimated useful lives. Renewals and betterments are capitalized to the applicable income property accounts. The cost of maintenance and repairs is expensed as incurred. The cost of property retired or otherwise disposed of, and the related accumulated depreciation or amortization, are removed from the accounts, and any resulting gain or loss is recorded in the statement of operations. The amount of depreciation of real estate, exclusive of amortization related to intangible assets, recognized for the three and nine months ended September 30, 2020 was approximately $1.7 million and $4.4 million, respectively. The amount of depreciation of real estate, exclusive of amortization related to intangible assets, recognized for the three and nine months ended September 30, 2019 was approximately $946,000 and $2.6 million, respectively. LONG-LIVED ASSETS The Company follows Financial Accounting Standards Board (“FASB”) ASC Topic 360-10, Property, Plant, and Equipment in conducting its impairment analyses. The Company reviews the recoverability of long-lived assets, primarily real estate, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Examples of situations considered to be triggering events include: a substantial decline in operating cash flows during the period, a current or projected loss from operations, an income property not fully leased or leased at rates that are less than current market rates, and any other quantitative or qualitative events deemed significant by management. Long-lived assets are evaluated for impairment by using an undiscounted cash flow approach, which considers future estimated capital expenditures. Impairment of long-lived assets is measured at fair value less cost to sell. PURCHASE ACCOUNTING FOR ACQUISITIONS OF REAL ESTATE SUBJECT TO A LEASE Upon acquisition of real estate, the Company determines whether the transaction is a business combination, which is accounted for under the acquisition method, or an acquisition of assets. For both types of transactions, the Company recognizes and measures identifiable assets acquired, liabilities assumed and any noncontrolling interests in the acquiree based on their relative fair values. For business combinations, the Company recognizes and measures goodwill or gain from a bargain purchase, if applicable, and acquisition-related costs in the periods in which the costs are incurred. For acquisitions of assets, acquisition-related costs are capitalized on the Company's consolidated balance sheets. If the Company acquires real estate and simultaneously enters into a new lease of the real estate, the acquisition will be accounted for as an asset acquisition. In accordance with ASC 805-10, Business Combinations , the fair value of the real estate acquired with in-place leases is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs, based in each case on their relative fair values. The fair value of the tangible assets of an acquired leased property is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land, building and tenant improvements based on the determination of the fair values of these assets. In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases, and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining term of the lease, including the probability of renewal periods. The capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. The capitalized below-market lease values are amortized as an increase to rental income over the initial term unless management believes that it is likely that the tenant will renew the lease upon expiration, in which case both the Company and the Predecessor amortize the value attributable to the renewal over the renewal period. The aggregate value of other acquired intangible assets, consisting of in-place leases, is measured by the excess of (i) the purchase price paid for a property after adjusting existing in-place leases to market rental rates over (ii) the estimated fair value of the property as-if-vacant, determined as set forth above. The value of in-place leases and leasing costs, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining non-cancelable periods of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be written off. The value of tenant relationships is reviewed on individual transactions to determine if future value was derived from the acquisition. INCOME PROPERTY LEASE REVENUE The rental arrangements associated with the Company’s income property portfolio are classified as operating leases. The Company recognizes lease income on these properties on a straight-line basis over the term of the lease. Accordingly, contractual lease payment increases are recognized evenly over the term of the lease. The periodic difference between lease income recognized under this method and contractual lease payment terms (i.e., straight-line rent) is recorded as a deferred operating lease receivable and is included in straight-line rent adjustment on the accompanying consolidated balance sheets. The collectability of tenant receivables and straight-line rent adjustments is determined based on, among other things, the aging of the tenant receivable, management’s evaluation of credit risk associated with the tenant and industry of the tenant, and a review of specifically identified accounts using judgment. As of September 30, 2020 and December 31, 2019, no allowance for doubtful accounts was required. SALES TAX Sales tax collected on lease payments is recognized as a liability in the accompanying consolidated balance sheets when collected. The liability is reduced at the time payment is remitted to the applicable taxing authority. CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash on hand, bank demand accounts, and money market accounts having original maturities of 90 days or less. The Company’s bank balances as of September 30, 2020 and December 31, 2019 include certain amounts over the Federal Deposit Insurance Corporation limits. The carrying value of cash and cash equivalents is reported at Level 1 in the fair value hierarchy, which represents valuation based upon quoted prices in active markets for identical assets or liabilities. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITY Effective April 30, 2020, in conjunction with the variable-rate Credit Facility (hereinafter defined in Note 9, “Long-Term Debt”), the Company entered into an Interest Rate Swap to fix the interest rate on $50 million of the outstanding Credit Facility balance (the “Interest Rate Swap”). The Company accounts for its cash flow hedging derivative in accordance with FASB ASC Topic 815-20, Derivatives and Hedging . Depending upon the Interest Rate Swap’s value at each balance sheet date, the derivative is included in either other assets or accounts payable, accrued expenses, and other liabilities on the consolidated balance sheet at its fair value. On the date the Interest Rate Swap was entered into, the Company designated the derivative as a hedge of the variability of cash flows to be paid related to the recognized long-term debt liabilities. The Company formally documented the relationship between the hedging instrument and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge transaction. At the Interest Rate Swap’s inception, the Company formally assessed whether the derivative that is used in hedging the transaction is highly effective in offsetting changes in cash flows of the hedged item, and we will continue to do so on an ongoing basis. As the terms of the Interest Rate Swap and the associated debt are identical, the hedging instrument qualifies for the shortcut method, therefore, it is assumed that there is no hedge ineffectiveness throughout the entire term of the hedging instrument. Changes in fair value of the hedging instrument that are highly effective and designated and qualified as cash-flow hedge are recorded in other comprehensive income and loss until earnings are affected by the variability in cash flows of the designated hedged item. FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of the Company’s financial assets and liabilities including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses and other liabilities at September 30, 2020 and December 31, 2019, approximate fair value because of the short maturity of these instruments. The carrying value of the Credit Facility approximates current market rates for revolving credit arrangements with similar risks and maturities. FAIR VALUE MEASUREMENTS The Company’s estimates of fair value of financial and non-financial assets and liabilities is based on the framework established by GAAP. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. GAAP describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels: · Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities. · Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models and similar techniques. EARNINGS PER COMMON SHARE Basic earnings per common share is computed by dividing net income attributable to the Company for the period by the weighted average number of shares outstanding for the period. Diluted earnings per common share is based on the assumption that the OP Units issued to CTO in the Formation Transactions are exchanged for shares of our common stock on a one-for-one basis. INCOME TAXES The Company has elected to be taxed as a REIT for U.S. federal income tax purposes under the Internal Revenue Code commencing with its short taxable year beginning on November 26, 2019 and ending on December 31, 2019. The Company believes that, commencing with such short taxable year, it has been organized and has operated in such a manner as to qualify for taxation as a REIT under the U.S. federal income tax laws. The Company intends to continue to operate in such a manner. As a REIT, the Company will be subject to U.S. federal and state income taxation at corporate rates on its net taxable income; the Company, however, may claim a deduction for the amount of dividends paid to its stockholders. Amounts distributed as dividends by the Company will be subject to taxation at the stockholder level only. While the Company must distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, to qualify as a REIT, the Company intends to distribute all of its net taxable income. The Company is allowed certain other non-cash deductions or adjustments, such as depreciation expense, when computing its REIT taxable income and distribution requirement. These deductions permit the Company to reduce its dividend payout requirement under U.S. federal income tax laws. Certain states may impose minimum franchise taxes. The Company may form one or more taxable REIT subsidiaries (“TRSs”), which will be subject to applicable U.S. federal, state and local corporate income tax on their taxable income. For the periods presented, the Company did not have any TRSs that would be subject to taxation. STOCK-BASED COMPENSATION The Company adopted the Individual Equity Incentive Plan (the “Individual Plan”) and the Manager Equity Incentive Plan (the “Manager Plan”), which are collectively referred to herein as the Equity Incentive Plans. The purpose of the Equity Incentive Plans is to provide equity incentive opportunities to members of the Manager’s management team and employees who perform services for the Company, the Company’s independent directors, advisers, consultants and other personnel, either individually or via grants of incentive equity to the Manager. The Equity Incentive Plans provide for grants of stock options, stock appreciation rights (“SARs”), stock awards, restricted stock units, cash awards, dividend equivalent rights, other equity-based awards, including long-term incentive plan units, and incentive awards. The Individual Plan is intended to provide a means through which the Company’s directors, officers, employees, consultants and advisors of the Company and its affiliates, as well as employees of the Manager and its affiliates who are providing services to the Company and its affiliates, can acquire and maintain an equity interest in the Company or be paid incentive compensation. The Manager Plan is intended to provide a means through which the Manager and its affiliates can acquire and maintain an equity interest in the Company, thereby strengthening their commitment to the welfare of the Company and aligning their interests with those of the Company’s stockholders. A total of 684,494 shares of our common stock have been authorized for issuance under the Equity Incentive Plans. If an award granted under the Equity Incentive Plans expires, is forfeited or terminates, the shares of common stock subject to any portion of the award that expires, is forfeited or terminates without having been exercised or paid, as the case may be, will again become available for the issuance of additional awards. Shares of stock (i) surrendered or withheld in payment of the exercise price or taxes related to an award and (ii) covered by a SAR (without regard to the number of shares actually issued upon the exercise of such SAR) will not again be available for award under the Equity Incentive Plans. Unless previously terminated by the Board, no new award may be granted under the Equity Incentive Plans after November 18, 2029. The maximum aggregate compensation, including cash compensation and the grant date fair value of awards granted under the Individual Plan, to a non-employee director will not exceed $300,000 in any single calendar year. Compensation cost is recognized on a straight-line basis over the vesting period and is included in general and administrative expenses in the Company’s consolidated and combined statements of operations. Award forfeitures, if any, are accounted for in the period in which they occur. For the periods prior to November 26, 2019, Predecessor’s stock-based compensation expense, included in general and administrative expenses in the consolidated and combined statements of operations for the three and nine months ended September 30, 2019, reflected an allocation of a portion of the stock compensation expense of CTO for the applicable period. CONCENTRATION OF CREDIT RISK Certain of the tenants in the portfolio of 45 single-tenant properties accounted for more than 10% of total revenues during the nine months ended September 30, 2020 and 2019. During the nine months ended September 30, 2020, the properties leased to Wells Fargo Bank, NA and Hilton Grand Vacations represented approximately 20% and 13% of total revenues, respectively. During the nine months ended September 30, 2019, the properties leased to Wells Fargo Bank, NA and Hilton Grand Vacations represented approximately 26% and 17% of total revenues, respectively. As of September 30, 2020 and December 31, 2019, approximately 19% and 29%, respectively, of the Company’s real estate portfolio, based on square footage, was located in the State of Florida. As of September 30, 2020 and December 31, 2019, approximately 14% and 24%, respectively, of the Company’s real estate portfolio, based on square footage, was located in the State of Oregon. Additionally, as of September 30, 2020, individually more than 10% of the Company’s real estate portfolio, based on square footage, was located in the States of North Carolina and Michigan. As of December 31, 2019, individually more than 10% of the Company’s real estate portfolio, based on square footage, was located in the States of Georgia and North Carolina. Uncertainty of the duration of a prolonged real estate and economic downturn could in any or all of these geographic areas have an adverse impact on the Company’s real estate values. RECENTLY ISSUED ACCOUNTING STANDARDS Lease Modifications. In April 2020, the FASB issued interpretive guidance relating to the accounting for lease concessions provided as a result of the COVID-19 Pandemic. In this guidance, entities can elect not to apply lease modification accounting with respect to such lease concessions and, instead, treat the concession as if it was a part of the existing contract. This guidance is only applicable to lease concessions related to the COVID-19 Pandemic that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. As of and for the nine months ended September 30, 2020, the Company elected to not apply lease modification accounting with respect to rent deferrals as the concessions were related to COVID-19 and there was not a substantial increase in the lessor’s rights under the lease agreement. Accordingly, for leases in which deferred rent agreements were reached, the Company has continued to account for the lease by recognizing the normal straight-line rental income and as the deferred rents are repaid by the tenant, the straight-line receivable will be reduced. The portion of the straight-line adjustment related to COVID-19 concessions has been reflected separately in the Company’s statement of cash flows for the nine months ended September 30, 2020. With respect to rent abatement agreements, lease modification accounting applies as an extended term was a part of such agreements, accordingly the Company re-calculated straight-line rental income for such leases to recognize over the new lease term. ASC Topic 842, Leases. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, which requires entities to recognize assets and liabilities that arise from financing and operating leases and to classify those finance and operating lease payments in the financing or operating sections, respectively, of the statement of cash flows pursuant to FASB ASC Topic 842, Leases . The amendments in this update are effective for annual reporting periods beginning after December 15, 2018. During the Company’s and Predecessor’s evaluation of FASB ASC Topic 842, Leases , the following practical expedients and accounting policies with respect to ASC 842 were elected and/or adopted effective January 1, 2019: · The Company, as lessor, will not reassess (i) whether any expired or existing contracts are or contain leases (ii) lease classification for any expired or existing leases or (iii) initial direct costs for any expired or existing leases. · The Company, as lessor, will not separate nonlease components from lease components and, instead, will account for each separate lease component and the nonlease components associated with that lease as a single component if the nonlease components otherwise would be accounted for under ASC Topic 606, Revenue from Contracts with Customers . The primary reason for this election is related to instances where common area maintenance is, or may be, a component of base rent within a lease agreement. |
INCOME PROPERTY PORTFOLIO
INCOME PROPERTY PORTFOLIO | 9 Months Ended |
Sep. 30, 2020 | |
INCOME PROPERTY PORTFOLIO | |
INCOME PROPERTY PORTFOLIO | NOTE 4. INCOME PROPERTY PORTFOLIO As of September 30, 2020, the Company’s income property portfolio consisted of 45 single-tenant properties with total square footage of approximately 1.5 million. Leasing revenue consists of long-term rental revenue from retail and office income properties, which is recognized as earned, using the straight-line method over the life of each lease. The components of leasing revenue are as follows: Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 The Company Predecessor The Company Predecessor Leasing Revenue Lease Payments $ 4,721 $ 3,171 $ 12,762 $ 8,827 Variable Lease Payments 380 209 1,101 599 Total Leasing Revenue $ 5,101 $ 3,380 $ 13,863 $ 9,426 Minimum Future Rental Receipts. Minimum future rental receipts under non-cancelable operating leases, excluding percentage rent and other lease payments that are not fixed and determinable, having remaining terms in excess of one year subsequent to September 30, 2020, are summarized as follows: Year Ending December 31, Amounts Remainder of 2020 $ 4,638 2021 19,753 2022 19,454 2023 19,488 2024 19,002 2025 and thereafter (cumulative) 86,309 Total $ 168,644 See Note 3, “Summary of Significant Accounting Policies” for the accounting treatment of potential lease modifications associated with tenant rent relief requests due to the COVID-19 Pandemic and Note 1, “Business and Organization” for the amount of such rent relief. 2020 Activity. During the nine months ended September 30, 2020, the Company acquired twenty six single-tenant income properties for a purchase price of approximately $99.3 million, or an acquisition cost of approximately $100.3 million including capitalized acquisition costs. Of the total acquisition cost, approximately $25.8 million was allocated to land, approximately $59.7 million was allocated to buildings and improvements, approximately $16.1 million was allocated to intangible assets pertaining to the in-place lease value, leasing fees, and above market lease value, and approximately $1.3 million was allocated to intangible liabilities for the below market lease value. The weighted average amortization period for the intangible assets and liabilities was approximately 10.2 years at acquisition. The single-tenant net lease income properties acquired during the nine months ended September 30, 2020 are described below: Tenant Description Property Location Date of Acquisition Property Square-Feet Purchase Price Remaining Lease Term at Acquisition Date (in years) 7-Eleven Austin, TX 1/13/2020 $ 7-Eleven (1) Georgetown, TX 1/13/2020 Conn's HomePlus Hurst, TX 1/10/2020 Lehigh Gas Wholesale Services, Inc. Highland Heights, KY 2/03/2020 American Multi-Cinema, Inc. Tyngsborough, MA 2/19/2020 Hobby Lobby Tulsa, OK 2/28/2020 Long John Silver's Tulsa, OK 2/28/2020 N/A Old Time Pottery Orange Park, FL 2/28/2020 Freddy's Frozen Custard Orange Park, FL 2/28/2020 Hobby Lobby Arden, NC 6/24/2020 Walmart Howell, MI 6/30/2020 Advanced Auto Parts Severn, MD 9/14/2020 Dollar General Heuvelton, NY 9/14/2020 Dollar General Winthrop, NY 9/14/2020 Dollar General Salem, NY 9/14/2020 Dollar General Harrisville, NY 9/14/2020 Dollar General Newtonsville, OH 9/14/2020 Dollar General Hammond, NY 9/14/2020 Dollar General Barker, NY 9/14/2020 Dollar General Chazy, NY 9/14/2020 Dollar General Milford, ME 9/21/2020 Dollar General Limestone, ME 9/21/2020 Dollar General Bingham, ME 9/21/2020 Dollar General Willis, TX 9/23/2020 Dollar General Somerville, TX 9/23/2020 Dollar General Odessa, TX 9/30/2020 Total / Weighted Average $ (1) Cash rent has not yet commenced on this lease, although control of the property has been transferred to the tenant. Cash rent on this property is expected to commence following the completion of certain tenant improvements. See Note 16, “Commitments and Contingencies” for further disclosure. On September 25, 2020, the Company sold its single-tenant income property, classified as held for sale as of June 30, 2020, leased to Outback Steakhouse located in Charlottesville, Virginia, for a sales price of approximately $5.1 million, reflecting an exit cap rate of approximately 5.8%. The Company’s gain on the sale was approximately $287,000, or $0.03 per diluted share. 2019 Predecessor Activity. During the nine months ended September 30, 2019, the Predecessor acquired five single-tenant net lease income properties for an aggregate purchase price of approximately $26.8 million, or an aggregate acquisition cost of approximately $27.0 million including capitalized acquisition costs. Of the total acquisition cost, approximately $10.0 million was allocated to land, approximately $13.8 million was allocated to buildings and improvements, approximately $3.6 million was allocated to intangible assets pertaining to the in-place lease value, leasing fees, and above market lease value, and approximately $0.4 million was allocated to intangible liabilities for the below market lease value. The weighted average amortization period for the intangible assets and liabilities was approximately 10.6 years at acquisition. The single-tenant net lease income properties acquired during the nine months ended September 30, 2019 are described below: Tenant Description Property Location Date of Acquisition Property Square-Feet Purchase Price Remaining Lease Term at Acquisition Date (in years) Hobby Lobby Winston-Salem, NC 5/16/2019 $ Walgreens Birmingham, AL 6/05/2019 Family Dollar Lynn, MA 6/07/2019 Walgreens Albany, GA 6/21/2019 Live Nation Entertainment, Inc. East Troy, WI 8/30/2019 N/A (1) Total / Weighted Average $ (1) The Alpine Valley Music Theatre, leased to Live Nation Entertainment, Inc., is an entertainment venue consisting of a two-sided, open-air, 7,500-seat pavilion; an outdoor amphitheater with a capacity for 37,000; and over 150 acres of green space. There were no income properties disposed of during the nine months ended September 30, 2019. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2020 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 5. FAIR VALUE OF FINANCIAL INSTRUMENTS The following table presents the carrying value and estimated fair value of the Company’s financial instruments at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Carrying Estimated Fair Value Carrying Estimated Fair Value Cash and Cash Equivalents - Level 1 $ 1,885,906 $ 1,885,906 $ 12,341,978 $ 12,341,978 Long-Term Debt - Level 2 $ 87,853,998 $ 87,853,998 $ — $ — The estimated fair values are not necessarily indicative of the amount the Company could realize on disposition of the financial instruments. The use of different market assumptions or estimation methodologies could have a material effect on the estimated fair value amounts. The following table presents the fair value of assets measured on a recurring basis by Level as of September 30, 2020. There were no assets or liabilities measured on a recurring basis by Level as of December 31, 2019. Fair Value at Reporting Date Using Quoted Prices in Significant Active Markets Significant Other Unobservable for Identical Observable Inputs Inputs 9/30/2020 Assets (Level 1) (Level 2) (Level 3) Interest Rate Swap $ (618,563) $ — $ (618,563) $ — |
INTANGIBLE ASSETS AND LIABILITI
INTANGIBLE ASSETS AND LIABILITIES | 9 Months Ended |
Sep. 30, 2020 | |
INTANGIBLE ASSETS AND LIABILITIES | |
INTANGIBLE ASSETS AND LIABILITIES | NOTE 6. INTANGIBLE ASSETS AND LIABILITIES Intangible assets and liabilities consist of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs, based in each case on their fair values. Intangible assets and liabilities consisted of the following as of September 30, 2020 and December 31, 2019: As of September 30, 2020 December 31, 2019 Intangible Lease Assets: Value of In-Place Leases $ 25,104,956 $ 14,479,323 Value of Above Market In-Place Leases 2,186,801 1,625,325 Value of Intangible Leasing Costs 10,795,962 6,544,079 Sub-total Intangible Lease Assets 38,087,719 22,648,727 Accumulated Amortization (3,080,072) (291,094) Sub-total Intangible Lease Assets—Net 35,007,647 22,357,633 Intangible Lease Liabilities: Value of Below Market In-Place Leases (3,189,862) (1,933,416) Sub-total Intangible Lease Liabilities (3,189,862) (1,933,416) Accumulated Amortization 278,985 25,223 Sub-total Intangible Lease Liabilities—Net (2,910,877) (1,908,193) Total Intangible Assets and Liabilities—Net $ 32,096,770 $ 20,449,440 The following table reflects the net amortization of intangible assets and liabilities during the three and nine months ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 The Company Predecessor The Company Predecessor Depreciation and Amortization Expense $ 1,036,771 $ 454,715 $ 2,644,623 $ 1,256,582 Increase to Income Properties Revenue (28,679) (68,106) (76,853) (193,018) Net Amortization of Intangible Assets and Liabilities $ 1,008,092 $ 386,609 $ 2,567,770 $ 1,063,564 The estimated future amortization expense (income) related to net intangible assets and liabilities is as follows: Future Accretion Net Future Future to Income Amortization of Amortization Property Intangible Assets Year Ending December 31, Expense Revenue and Liabilities Remainder of 2020 $ 1,094,053 $ (27,919) $ 1,066,134 2021 4,376,214 (111,676) 4,264,538 2022 4,376,214 (111,676) 4,264,538 2023 4,376,214 (111,676) 4,264,538 2024 4,145,681 (100,345) 4,045,336 2025 and thereafter 14,644,595 (452,909) 14,191,686 Total $ 33,012,971 $ (916,201) $ 32,096,770 As of September 30, 2020, the weighted average amortization period of both the total intangible assets and liabilities was approximately 9.1 years. |
OTHER ASSETS
OTHER ASSETS | 9 Months Ended |
Sep. 30, 2020 | |
OTHER ASSETS | |
OTHER ASSETS | NOTE 7. OTHER ASSETS Other assets consisted of the following: As of September 30, 2020 December 31, 2019 Tenant Receivables $ 189,122 $ — Accrued Unbilled Tenant Receivables 576,203 — Prepaid Insurance (1) 62,835 498,999 Deposits on Acquisitions 125,000 200,000 Prepaid and Deposits - Other 419,748 88,318 Total Other Assets $ 1,372,908 $ 787,317 (1) As of September 30, 2020 and December 31, 2019, includes prepaid insurance for property, general liability, and director and officers. |
ACCOUNTS PAYABLE, ACCRUED EXPEN
ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES | 9 Months Ended |
Sep. 30, 2020 | |
ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES | |
ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES | NOTE 8. ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES As of September 30, 2020 December 31, 2019 Accounts Payable $ 274,574 $ 462,524 Accrued Expenses 1,999,413 311,342 Dividend Payable (1) — 70,984 Accrual for Tenant Improvement — 626,872 Interest Rate Swap 618,563 — Total Accounts Payable, Accrued Expenses, and Other Liabilities $ 2,892,550 $ 1,471,722 (1) As of December 31, 2019, includes the dividends declared and payable of $0.058 per share on the 1,223,854 OP Units due to CTO. |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2020 | |
LONG-TERM DEBT | |
LONG-TERM DEBT | NOTE 9. LONG-TERM DEBT As of September 30, 2020, the Company’s outstanding indebtedness, at face value, was as follows: Face Value Debt Stated Interest Rate Maturity Date Credit Facility $ 88,308,854 30-Day LIBOR + (1) November 2023 Total Debt/Weighted-Average Rate $ 88,308,854 1.69% (1) Effective April 30, 2020, the Company utilized an Interest Rate Swap to achieve a fixed interest rate of 0.48% plus the applicable spread on approximately $50 million of the outstanding balance on the Credit Facility. Credit Facility. On November 26, 2019, the Company and the Operating Partnership entered into a credit agreement (the “Credit Agreement”) with a group of lenders for a senior unsecured revolving credit facility (the “Credit Facility”) in the maximum aggregate initial original principal amount of up to $100 million and includes an accordion feature that may allow the Operating Partnership to increase the availability under the Credit Facility by an additional $50 million, subject to meeting specified requirements and obtaining additional commitments from lenders. BMO Capital Markets Corp. and Raymond James Bank, N.A. are joint lead arrangers and joint bookrunners, with Bank of Montreal (“BMO”) as administrative agent. The Credit Facility has a base term of four years, with the ability to extend the base term for one year. On October 16, 2020, the Company executed the second amendment to the Credit Facility (the “Second Amendment”), with the addition of two lenders, Huntington National Bank and Truist Bank, respectively. As a result of the Second Amendment, the Credit Facility has a total borrowing capacity of $150 million with the ability to increase that capacity up to $200 million during the term, utilizing an accordion feature, subject to lender approval. Pursuant to the Credit Agreement, the indebtedness outstanding under the Credit Facility accrues at a rate ranging from the 30-day LIBOR plus 135 basis points to the 30-day LIBOR plus 195 basis points, based on the total balance outstanding under the Credit Facility as a percentage of the total asset value of the Operating Partnership, as defined in the Credit Agreement. The Operating Partnership is subject to customary restrictive covenants under the Credit Facility, including, but not limited to, limitations on the Operating Partnership’s ability to: (a) incur indebtedness; (b) make certain investments; (c) incur certain liens; (d) engage in certain affiliate transactions; and (e) engage in certain major transactions such as mergers. The Credit Facility also contains financial covenants covering the Operating Partnership, including but not limited to, tangible net worth and fixed charge coverage ratios. In addition, the Operating Partnership is subject to additional financial maintenance covenants as described in the Credit Agreement. On June 30, 2020, the Company and the Operating Partnership entered into the first amendment to the Credit Agreement with the lenders whereby the tangible net worth covenant was adjusted to be more reflective of market terms. At September 30, 2020, the current commitment level under the Credit Facility was $100 million and the Company had an outstanding balance of $88.3 million. With the increase in the commitment level on October 16, 2020 to $150 million, the available borrowing capacity under the Credit Facility, which was limited based on the level of borrowing base assets, was $46.5 million. Long-term debt as of September 30, 2020 and December 31, 2019 consisted of the following: September 30, 2020 December 31, 2019 Total Due Within One Year Total Due Within One Year Credit Facility $ 88,308,854 $ — $ — $ — Loan Costs, net of accumulated amortization (454,856) — — — Total Long-Term Debt $ 87,853,998 $ — $ — $ — Payments applicable to reduction of principal amounts as of September 30, 2020 will be required as follows: Year Ending December 31, Amount Remainder of 2020 $ — 2021 — 2022 — 2023 88,308,854 2024 — 2025 and thereafter — Total Long-Term Debt - Face Value $ 88,308,854 As of September 30, 2020, the Company’s long-term debt includes initial deferred financing costs of approximately $604,000, net of accumulated amortization, of approximately $149,000. These costs are amortized on a straight-line basis over the term of the Credit Facility and are included in interest expense in the Company’s accompanying consolidated and combined statements of operations. As of December 31, 2019, these costs were reflected as deferred expenses on the accompanying consolidated balance sheets as there was no outstanding debt as of December 31, 2019. The following table reflects a summary of interest expense incurred and paid during the three and nine months ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 The Company Predecessor The Company Predecessor Interest Expense $ 340 $ — $ 845 $ — Amortization of Loan Costs 44 — 132 — Total Interest Expense $ 384 $ — $ 977 $ — Total Interest Paid $ 308 $ — $ 809 $ — The Company was in compliance with all of its debt covenants as of September 30, 2020. |
INTEREST RATE SWAP
INTEREST RATE SWAP | 9 Months Ended |
Sep. 30, 2020 | |
INTEREST RATE SWAP | |
INTEREST RATE SWAP | NOTE 10. INTEREST RATE SWAP During April 2020, the Company entered into an Interest Rate Swap agreement to hedge cash flows tied to changes in the underlying floating interest rate tied to LIBOR for $50.0 million of the outstanding balance on the Credit Facility as discussed in Note 9, “Long-Term Debt.” During the nine months ended September 30, 2020, the Interest Rate Swap agreement was 100% effective. Accordingly, the change in fair value on the Interest Rate Swap has been included in accumulated other comprehensive loss. As of September 30, 2020, the fair value of our Interest Rate Swap agreement, which was a loss of approximately $619,000, was included in accounts payable, accrued expenses, and other liabilities on the consolidated balance sheets. The Interest Rate Swap was effective on April 30, 2020 and matures on November 26, 2024. The Interest Rate Swap fixed the variable rate debt on the notional amount of related debt of $50.0 million to a fixed rate of 0.48% plus the applicable spread. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2020 | |
EQUITY | |
EQUITY | NOTE 11. EQUITY PREDECESSOR EQUITY The Predecessor equity represents net contributions from and distributions to CTO. Most of the entities included in the Predecessor’s financial statements did not have bank accounts for the periods presented and most cash transactions for the Predecessor were transacted through bank accounts owned by CTO and are included in the Predecessor equity. DIVIDENDS The Company has elected to be taxed as a REIT for U.S. federal income tax purposes under the Internal Revenue Code commencing with its short taxable year beginning on November 26, 2019 and ending on December 31, 2019. To qualify as a REIT, the Company must annually distribute, at a minimum, an amount equal to 90% of its taxable income, excluding net capital gains, and must distribute 100% of its taxable income (including net capital gains) to eliminate corporate federal income taxes payable by the REIT. Because taxable income differs from cash flow from operations due to non-cash revenues and expenses (such as depreciation and other items), in certain circumstances, the Company may generate operating cash flow in excess of its dividends, or alternatively, may need to make dividend payments in excess of operating cash flows. During the three and nine months ended September 30, 2020, the Company declared and paid cash dividends on its common stock and OP Units of $0.20 and $0.60 per share, respectively. See Note 17, “Subsequent Events” for disclosure related to the fourth quarter 2020 dividend. |
COMMON STOCK AND EARNINGS PER S
COMMON STOCK AND EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2020 | |
COMMON STOCK AND EARNINGS PER SHARE | |
COMMON STOCK AND EARNINGS PER SHARE | NOTE 12. COMMON STOCK AND EARNINGS PER SHARE Basic earnings per common share are computed by dividing net income attributable to the Company by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share are determined based on the assumption of the conversion of OP Units on a one-for-one basis using the treasury stock method at average market prices for the periods. Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 The Company Predecessor The Company Predecessor Net Income Attributable to Alpine Income Property Trust, Inc. $ 546,103 $ 998,739 $ 799,010 $ 2,925,819 Weighted Average Number of Common Shares Outstanding 7,455,281 N/A 7,632,660 N/A Common Shares Applicable to OP Units using Treasury Stock Method 1,223,854 N/A 1,223,854 N/A Total Shares Applicable to Diluted Earnings per Share 8,679,135 N/A 8,856,514 N/A Per Common Share Data: Net Income Attributable to Alpine Income Property Trust, Inc. Basic $ 0.07 N/A $ 0.10 N/A Diluted $ 0.06 N/A $ 0.09 N/A |
SHARE REPURCHASES
SHARE REPURCHASES | 9 Months Ended |
Sep. 30, 2020 | |
SHARE REPURCHASES | |
SHARE REPURCHASES | NOTE 13. SHARE REPURCHASES In March 2020, the Board approved a $5 million stock repurchase program (the “$5 Million Repurchase Program”). During the first half of 2020, the Company repurchased 456,237 shares of its common stock on the open market for a total cost of approximately $5 million, or an average price per share of $11.02 which completed the $5 Million Repurchase Program. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2020 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | NOTE 14. STOCK-BASED COMPENSATION In connection with the closing of the IPO, on November 26, 2019, the Company granted restricted shares of common stock to each of the non-employee directors under the Individual Plan. Each of the non-employee directors received an award of 2,000 restricted shares of common stock on November 26, 2019. The restricted shares will vest in substantially equal installments on each of the first, second and third anniversaries of the grant date. In addition, the restricted shares are subject to a holding period beginning on the grant date and ending on the date that the grantee ceases to serve as a member of the Board (the “Holding Period”). During the Holding Period, the restricted shares may not be sold, pledged or otherwise transferred by the grantee. Except for the grant of these 8,000 restricted shares of Common Stock, the Company has not made any grants under the Equity Incentive Plans. Any future grants under the Equity Incentive Plans will be approved by the independent members of the compensation committee of the Board. The 2019 non-employee director share awards had an aggregate grant date fair value of approximately $150,000. The Company’s determination of the grant date fair value of the three-year vest restricted stock awards was calculated by multiplying the number of shares issued by the Company’s stock price at the grant date. Compensation cost is recognized on a straight-line basis over the vesting period and is included in general and administrative expenses in the Company’s consolidated statements of operations. During the three and nine months ended September 30, 2020, the Company recognized stock compensation expense totaling approximately $13,000 and $38,000, respectively, which is included in general and administrative expenses in the consolidated statement of operations. A summary of activity for these awards during the nine months ended September 30, 2020, is presented below: Wtd. Avg. Non-Vested Restricted Shares Shares Fair Value Outstanding at January 1, 2020 8,000 $ 18.80 Granted — — Vested — — Expired — — Forfeited — — Outstanding at September 30, 2020 8,000 $ 18.80 As of September 30, 2020, there was approximately $108,000 of unrecognized compensation cost related to the three-year vest restricted shares, which will be recognized over a remaining period of 2.2 years. Each member of the Board has the option to receive his or her annual retainer in shares of Company common stock rather than cash. The number of shares awarded to the directors making such election is calculated quarterly by dividing the amount of the quarterly retainer payment due to such director by the trailing 20-day average price of the Company’s common stock as of the last business day of the calendar quarter, rounded down to the nearest whole number of shares. During the nine months ended September 30, 2020, the expense recognized for the value of the Company’s common stock received by non-employee directors totaled approximately $163,000, or 10,986 shares, of which 4,098 shares were issued on April 1, 2020, 3,414 shares were issued on July 1, 2020 and 3,474 shares were issued on October 1, 2020. Stock compensation expense for the three and nine months ended September 30, 2020 is summarized as follows: Three Months Ended Nine Months Ended September 30, 2020 ($000's) September 30, 2020 ($000's) Stock Compensation Expense – Director Restricted Stock $ 13 $ 38 Stock Compensation Expense – Director Retainers Paid in Stock 54 163 Total Stock Compensation Expense (1) $ 67 $ 201 (1) Director retainers are issued through additional paid in capital in arrears. Therefore, the change in additional paid in capital during the nine months ended September 30, 2020 is equal to total stock compensation expense of $201,000, less the $54,000 of third quarter 2020 director retainers, as those shares were issued on October 1, 2020, plus the fourth quarter 2019 director retainers of $24,000, as those shares were issued on January 2, 2020. For the periods prior to November 26, 2019, Predecessor’s stock-based compensation expense, included in general and administrative expenses in the combined statements of operations for the three and nine months ended September 30, 2019, reflected an allocation of a portion of the stock compensation expense of CTO for the applicable periods. |
RELATED PARTY MANAGEMENT COMPAN
RELATED PARTY MANAGEMENT COMPANY | 9 Months Ended |
Sep. 30, 2020 | |
RELATED PARTY MANAGEMENT COMPANY | |
RELATED PARTY MANAGEMENT COMPANY | NOTE 15. RELATED PARTY MANAGEMENT COMPANY We are externally managed by the Manager, a wholly owned subsidiary of CTO. In addition to the CTO Private Placement, CTO purchased from us $8 million in shares of our common stock, or 421,053 shares, in our IPO. Upon completion of our IPO, CTO Private Placement, and the other transactions in the Formation Transactions, CTO owned approximately 22.3% of our outstanding common stock (assuming the OP Units issued to CTO in the Formation Transactions are exchanged for shares of our common stock on a one-for-one basis). On November 26, 2019, we entered into the Management Agreement. Pursuant to the terms of the Management Agreement, our Manager manages, operates and administers our day-to-day operations, business and affairs, subject to the direction and supervision of our Board and in accordance with the investment guidelines approved and monitored by our Board. Our Manager is subject to the direction and oversight of our Board. We pay our Manager a base management fee equal to 0.375% per quarter of our “total equity” (as defined in the Management Agreement and based on a 1.5% annual rate), calculated and payable in cash, quarterly in arrears. Our Manager has the ability to earn an annual incentive fee based on our total stockholder return exceeding an 8% cumulative annual hurdle rate (the “Outperformance Amount”) subject to a high-water mark price. We would pay our Manager an incentive fee to with respect to each annual measurement period in the amount of the greater of (i) $0.00 and (ii) the product of (a) 15% multiplied by (b) the Outperformance Amount multiplied by (c) the weighted average shares. The initial term of the Management Agreement will expire on November 26, 2024 and will automatically renew for an unlimited number of successive one-year periods thereafter, unless the agreement is not renewed or is terminated in accordance with its terms. Our independent directors will review our Manager’s performance and the management fees annually and, following the initial term, the Management Agreement may be terminated annually upon the affirmative vote of two-thirds of our independent directors or upon a determination by the holders of a majority of the outstanding shares of our common stock, based upon (i) unsatisfactory performance that is materially detrimental to us or (ii) a determination that the management fees payable to our Manager are not fair, subject to our Manager’s right to prevent such termination due to unfair fees by accepting a reduction of management fees agreed to by two-thirds of our independent directors. We may also terminate the Management Agreement for cause at any time, including during the initial term, without the payment of any termination fee, with 30 days’ prior written notice from our Board. During the initial term of the Management Agreement, we may not terminate the Management Agreement except for cause. We will pay directly or reimburse our Manager for certain expenses, if incurred by our Manager. We will not reimburse any compensation expenses incurred by our Manager or its affiliates. Expense reimbursements to our Manager will be made in cash on a quarterly basis following the end of each quarter. In addition, we will pay all of our operating expenses, except those specifically required to be borne by our Manager pursuant to the Management Agreement. During the three and nine months ended September 30, 2020, the Company incurred management fee expenses which totaled approximately $631,000 and $1.9 million respectively. The Company also paid dividends on the common stock owned by affiliates of its Manager in the amount of approximately $408,000 and $1.2 million for the three and nine months ended September 30, 2020, respectively. There were no Manager dividends or management fees applicable to the three or nine months ended September 30, 2019. The following table represents amounts due from the Company to CTO: As of Description September 30, 2020 December 31, 2019 Management Fee due to CTO (1) $ 631 $ 254 Dividend Payable on OP Units — 71 Other (1) 56 Total $ 630 $ 381 (1) Included in Accrued Expenses, see Note 8, “Accounts Payable, Accrued Expenses, and Other Liabilities”. Exclusivity and ROFO Agreement On November 26, 2019, we also entered into an exclusivity and right of first offer (“ROFO”) agreement with CTO. During the term of the exclusivity and ROFO agreement, CTO will not, and will cause each of its affiliates (which for purposes of the exclusivity and ROFO agreement will not include our company and our subsidiaries) not to, acquire, directly or indirectly, a single-tenant, net leased property, without providing us with notice and we have affirmatively rejected the opportunity to acquire the applicable property or properties. The terms of the exclusivity and ROFO agreement do not restrict CTO or any of its affiliates from providing financing for a third party’s acquisition of single-tenant, net leased properties or from developing and owning any single-tenant, net leased property. Pursuant to the exclusivity and ROFO agreement, neither CTO nor any of its affiliates (which for purposes of the exclusivity and ROFO agreement does not include our company and our subsidiaries) may sell to any third party any single-tenant, net leased property that was owned by CTO or any of its affiliates as of the closing date of our IPO; or is owned by CTO or any of its affiliates after the closing date of our IPO, without first offering us the right to purchase such property. The term of the exclusivity and ROFO agreement will continue for so long as the Management Agreement with our Manager is in effect. Conflicts of Interest Conflicts of interest may exist or could arise in the future with CTO and its affiliates, including our Manager, the individuals who serve as our executive officers and executive officers of CTO, any individual who serves as a director of our company and as a director of CTO and any limited partner of the Operating Partnership. Conflicts may include, without limitation: conflicts arising from the enforcement of agreements between us and CTO or our Manager; conflicts in the amount of time that executive officers and employees of CTO, who are provided to us through our Manager, will spend on our affairs versus CTO’s affairs; and conflicts in future transactions that we may pursue with CTO and its affiliates. We do not generally expect to enter into joint ventures with CTO, but if we do so, the terms and conditions of our joint venture investment will be subject to the approval of a majority of disinterested directors of the Board. In addition, we are subject to conflicts of interest arising out of our relationships with our Manager. Pursuant to the Management Agreement, our Manager is obligated to supply us with our senior management team. However, our Manager is not obligated to dedicate any specific CTO personnel exclusively to us, nor are the CTO personnel provided to us by our Manager obligated to dedicate any specific portion of their time to the management of our business. Additionally, our Manager is a wholly owned subsidiary of CTO. All of our executive officers are executive officers and employees of CTO and one of our officers (John P. Albright) is also a member of CTO’s board of directors. As a result, our Manager and the CTO personnel it provides to us may have conflicts between their duties to us and their duties to, and interests in, CTO. We may acquire or sell single-tenant, net leased properties in which our Manager or its affiliates have or may have an interest. Similarly, our Manager or its affiliates may acquire or sell single-tenant, net leased properties in which we have or may have an interest. Although such acquisitions or dispositions may present conflicts of interest, we nonetheless may pursue and consummate such transactions. Additionally, we may engage in transactions directly with our Manager or its affiliates, including the purchase and sale of all or a portion of a portfolio asset. If we acquire a single-tenant, net leased property from CTO or one of its affiliates or sell a single-tenant, net leased property to CTO or one of its affiliates, the purchase price we pay to CTO or one of its affiliates or the purchase price paid to us by CTO or one of its affiliates may be higher or lower, respectively, than the purchase price that would have been paid to or by us if the transaction were the result of arms’ length negotiations with an unaffiliated third party. In deciding whether to issue additional debt or equity securities, we will rely, in part, on recommendations made by our Manager. While such decisions are subject to the approval of our Board, our Manager is entitled to be paid a base management fee that is based on our “total equity” (as defined in the Management Agreement). As a result, our Manager may have an incentive to recommend that we issue additional equity securities at dilutive prices. All of our executive officers are executive officers and employees of CTO. These individuals and other CTO personnel provided to us through our Manager devote as much time to us as our Manager deems appropriate. However, our executive officers and other CTO personnel provided to us through our Manager may have conflicts in allocating their time and services between us, on the one hand, and CTO and its affiliates, on the other. During a period of prolonged economic weakness or another economic downturn affecting the real estate industry or at other times when we need focused support and assistance from our Manager and the CTO executive officers and other personnel provided to us through our Manager, we may not receive the necessary support and assistance we require or that we would otherwise receive if we were self-managed. Additionally, the exclusivity and ROFO agreement does contain exceptions to CTO’s exclusivity for opportunities that include only an incidental interest in single-tenant, net leased properties. Accordingly, the exclusivity and ROFO agreement will not prevent CTO from pursuing certain acquisition opportunities that otherwise satisfy our then-current investment criteria. Our directors and executive officers have duties to our company under applicable Maryland law in connection with their management of our company. At the same time, PINE GP has fiduciary duties, as the general partner, to the Operating Partnership and to the limited partners under Delaware law in connection with the management of the Operating Partnership. These duties as a general partner to the Operating Partnership and its partners may come into conflict with the duties of our directors and executive officers to us. Unless otherwise provided for in the relevant partnership agreement, Delaware law generally requires a general partner of a Delaware limited partnership to adhere to fiduciary duty standards under which it owes its limited partners the highest duties of loyalty and care and which generally prohibits such general partner from taking any action or engaging in any transaction as to which it has a conflict of interest. The partnership agreement provides that in the event of a conflict between the interests of our stockholders on the one hand and the limited partners of the Operating Partnership on the other hand, PINE GP will endeavor in good faith to resolve the conflict in a manner not adverse to either our stockholders or the limited partners; provided, however, that so long as we own a controlling interest in the Operating Partnership, any such conflict that we, in our sole and absolute discretion, determine cannot be resolved in a manner not adverse to either our stockholders or the limited partners of the Operating Partnership shall be resolved in favor of our stockholders, and we shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the limited partners in connection with such decisions. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 16. COMMITMENTS AND CONTINGENCIES LEGAL PROCEEDINGS From time to time, the Company may be a party to certain legal proceedings, incidental to the normal course of business. While the outcome of the legal proceedings cannot be predicted with certainty, the Company does not expect that these proceedings will have a material effect upon our financial condition or results of operations. CONTRACTUAL COMMITMENTS - EXPENDITURES On January 13, 2020, the Company acquired a property in Georgetown, Texas leased to 7-Eleven (“7-Eleven-Georgetown”). As of September 30, 2020, cash rent has not yet commenced on this lease, although control of the property has been transferred to the tenant. During the three months ended September 30, 2020, the Company incurred approximately $388,000 of tenant improvements related to 7-Eleven-Georgetown. Additionally, approximately $519,000 of tenant improvements are expected to be completed during October 2020, for a total commitment of approximately $907,000 as of September 30, 2020. Pursuant to the lease with 7-Eleven, upon completion of the tenant improvements, the tenant will fund $360,000 to the Company as a partial reimbursement, for total anticipated net cash outlay of approximately $547,000. The Company anticipates rent to commence prior to the end of 2020 upon completion of the remaining tenant improvements. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2020 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 17. SUBSEQUENT EVENTS The Company reviewed all subsequent events and transactions through October 30, 2020, the date the consolidated and combined financial statements were available to be issued. OCTOBER 2020 RENT UPDATE As of October 30, 2020, the Company had received October 2020 payments from tenants representing 100% of the CBR due for the month of October 2020. CREDIT FACILITY On October 16, 2020, the Company executed the Second Amendment to the Credit Facility, with the addition of two lenders, Huntington National Bank and Truist Bank, respectively. As a result of the Second Amendment, the Credit Facility has a total borrowing capacity of $150 million with the ability to increase that capacity up to $200 million during the term, utilizing an accordion feature, subject to lender approval. FOURTH QUARTER 2020 DIVIDEND The Company declared a fourth quarter 2020 cash dividend of $0.22 per share, representing a 10% increase from the third quarter 2020. The dividend is payable on December 31, 2020 to stockholders of record as of December 15, 2020. There were no other reportable subsequent events or transactions. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION For periods subsequent to November 26, 2019, the consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and other entities in which we have a controlling interest. All inter-company balances and transactions have been eliminated in the consolidated financial statements. For periods prior to November 26, 2019, the combined financial statements include, on a carve-out basis, the historical balance sheets, statements of operations, and cash flows of the Predecessor. |
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS | USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period presented. Actual results could differ from those estimates. Among other factors, fluctuating market conditions that can exist in the national real estate markets and the volatility and uncertainty in the financial and credit markets make it possible that the estimates and assumptions, most notably those related to PINE’s investment in income properties, could change materially due to continued volatility in the real estate and financial markets, or as a result of a significant dislocation in those markets. |
REAL ESTATE | REAL ESTATE The Company’s real estate assets are primarily comprised of the income properties in its portfolio, and are stated at cost, less accumulated depreciation and amortization. Such income properties are depreciated on a straight-line basis over their estimated useful lives. Renewals and betterments are capitalized to the applicable income property accounts. The cost of maintenance and repairs is expensed as incurred. The cost of property retired or otherwise disposed of, and the related accumulated depreciation or amortization, are removed from the accounts, and any resulting gain or loss is recorded in the statement of operations. The amount of depreciation of real estate, exclusive of amortization related to intangible assets, recognized for the three and nine months ended September 30, 2020 was approximately $1.7 million and $4.4 million, respectively. The amount of depreciation of real estate, exclusive of amortization related to intangible assets, recognized for the three and nine months ended September 30, 2019 was approximately $946,000 and $2.6 million, respectively. |
LONG-LIVED ASSETS | LONG-LIVED ASSETS The Company follows Financial Accounting Standards Board (“FASB”) ASC Topic 360-10, Property, Plant, and Equipment in conducting its impairment analyses. The Company reviews the recoverability of long-lived assets, primarily real estate, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Examples of situations considered to be triggering events include: a substantial decline in operating cash flows during the period, a current or projected loss from operations, an income property not fully leased or leased at rates that are less than current market rates, and any other quantitative or qualitative events deemed significant by management. Long-lived assets are evaluated for impairment by using an undiscounted cash flow approach, which considers future estimated capital expenditures. Impairment of long-lived assets is measured at fair value less cost to sell. |
PURCHASE ACCOUNTING FOR ACQUISITIONS OF REAL ESTATE SUBJECT TO A LEASE | PURCHASE ACCOUNTING FOR ACQUISITIONS OF REAL ESTATE SUBJECT TO A LEASE Upon acquisition of real estate, the Company determines whether the transaction is a business combination, which is accounted for under the acquisition method, or an acquisition of assets. For both types of transactions, the Company recognizes and measures identifiable assets acquired, liabilities assumed and any noncontrolling interests in the acquiree based on their relative fair values. For business combinations, the Company recognizes and measures goodwill or gain from a bargain purchase, if applicable, and acquisition-related costs in the periods in which the costs are incurred. For acquisitions of assets, acquisition-related costs are capitalized on the Company's consolidated balance sheets. If the Company acquires real estate and simultaneously enters into a new lease of the real estate, the acquisition will be accounted for as an asset acquisition. In accordance with ASC 805-10, Business Combinations , the fair value of the real estate acquired with in-place leases is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs, based in each case on their relative fair values. The fair value of the tangible assets of an acquired leased property is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land, building and tenant improvements based on the determination of the fair values of these assets. In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases, and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining term of the lease, including the probability of renewal periods. The capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. The capitalized below-market lease values are amortized as an increase to rental income over the initial term unless management believes that it is likely that the tenant will renew the lease upon expiration, in which case both the Company and the Predecessor amortize the value attributable to the renewal over the renewal period. The aggregate value of other acquired intangible assets, consisting of in-place leases, is measured by the excess of (i) the purchase price paid for a property after adjusting existing in-place leases to market rental rates over (ii) the estimated fair value of the property as-if-vacant, determined as set forth above. The value of in-place leases and leasing costs, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining non-cancelable periods of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be written off. The value of tenant relationships is reviewed on individual transactions to determine if future value was derived from the acquisition. |
INCOME PROPERTY LEASE REVENUE | INCOME PROPERTY LEASE REVENUE The rental arrangements associated with the Company’s income property portfolio are classified as operating leases. The Company recognizes lease income on these properties on a straight-line basis over the term of the lease. Accordingly, contractual lease payment increases are recognized evenly over the term of the lease. The periodic difference between lease income recognized under this method and contractual lease payment terms (i.e., straight-line rent) is recorded as a deferred operating lease receivable and is included in straight-line rent adjustment on the accompanying consolidated balance sheets. The collectability of tenant receivables and straight-line rent adjustments is determined based on, among other things, the aging of the tenant receivable, management’s evaluation of credit risk associated with the tenant and industry of the tenant, and a review of specifically identified accounts using judgment. As of September 30, 2020 and December 31, 2019, no allowance for doubtful accounts was required. |
SALES TAX | SALES TAX Sales tax collected on lease payments is recognized as a liability in the accompanying consolidated balance sheets when collected. The liability is reduced at the time payment is remitted to the applicable taxing authority. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash on hand, bank demand accounts, and money market accounts having original maturities of 90 days or less. The Company’s bank balances as of September 30, 2020 and December 31, 2019 include certain amounts over the Federal Deposit Insurance Corporation limits. The carrying value of cash and cash equivalents is reported at Level 1 in the fair value hierarchy, which represents valuation based upon quoted prices in active markets for identical assets or liabilities. |
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITY | DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITY Effective April 30, 2020, in conjunction with the variable-rate Credit Facility (hereinafter defined in Note 9, “Long-Term Debt”), the Company entered into an Interest Rate Swap to fix the interest rate on $50 million of the outstanding Credit Facility balance (the “Interest Rate Swap”). The Company accounts for its cash flow hedging derivative in accordance with FASB ASC Topic 815-20, Derivatives and Hedging . Depending upon the Interest Rate Swap’s value at each balance sheet date, the derivative is included in either other assets or accounts payable, accrued expenses, and other liabilities on the consolidated balance sheet at its fair value. On the date the Interest Rate Swap was entered into, the Company designated the derivative as a hedge of the variability of cash flows to be paid related to the recognized long-term debt liabilities. The Company formally documented the relationship between the hedging instrument and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge transaction. At the Interest Rate Swap’s inception, the Company formally assessed whether the derivative that is used in hedging the transaction is highly effective in offsetting changes in cash flows of the hedged item, and we will continue to do so on an ongoing basis. As the terms of the Interest Rate Swap and the associated debt are identical, the hedging instrument qualifies for the shortcut method, therefore, it is assumed that there is no hedge ineffectiveness throughout the entire term of the hedging instrument. Changes in fair value of the hedging instrument that are highly effective and designated and qualified as cash-flow hedge are recorded in other comprehensive income and loss until earnings are affected by the variability in cash flows of the designated hedged item. |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of the Company’s financial assets and liabilities including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses and other liabilities at September 30, 2020 and December 31, 2019, approximate fair value because of the short maturity of these instruments. The carrying value of the Credit Facility approximates current market rates for revolving credit arrangements with similar risks and maturities. |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company’s estimates of fair value of financial and non-financial assets and liabilities is based on the framework established by GAAP. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. GAAP describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels: · Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities. · Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models and similar techniques. |
EARNINGS PER COMMON SHARE | EARNINGS PER COMMON SHARE Basic earnings per common share is computed by dividing net income attributable to the Company for the period by the weighted average number of shares outstanding for the period. Diluted earnings per common share is based on the assumption that the OP Units issued to CTO in the Formation Transactions are exchanged for shares of our common stock on a one-for-one basis. |
INCOME TAXES | INCOME TAXES The Company has elected to be taxed as a REIT for U.S. federal income tax purposes under the Internal Revenue Code commencing with its short taxable year beginning on November 26, 2019 and ending on December 31, 2019. The Company believes that, commencing with such short taxable year, it has been organized and has operated in such a manner as to qualify for taxation as a REIT under the U.S. federal income tax laws. The Company intends to continue to operate in such a manner. As a REIT, the Company will be subject to U.S. federal and state income taxation at corporate rates on its net taxable income; the Company, however, may claim a deduction for the amount of dividends paid to its stockholders. Amounts distributed as dividends by the Company will be subject to taxation at the stockholder level only. While the Company must distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, to qualify as a REIT, the Company intends to distribute all of its net taxable income. The Company is allowed certain other non-cash deductions or adjustments, such as depreciation expense, when computing its REIT taxable income and distribution requirement. These deductions permit the Company to reduce its dividend payout requirement under U.S. federal income tax laws. Certain states may impose minimum franchise taxes. The Company may form one or more taxable REIT subsidiaries (“TRSs”), which will be subject to applicable U.S. federal, state and local corporate income tax on their taxable income. For the periods presented, the Company did not have any TRSs that would be subject to taxation. |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company adopted the Individual Equity Incentive Plan (the “Individual Plan”) and the Manager Equity Incentive Plan (the “Manager Plan”), which are collectively referred to herein as the Equity Incentive Plans. The purpose of the Equity Incentive Plans is to provide equity incentive opportunities to members of the Manager’s management team and employees who perform services for the Company, the Company’s independent directors, advisers, consultants and other personnel, either individually or via grants of incentive equity to the Manager. The Equity Incentive Plans provide for grants of stock options, stock appreciation rights (“SARs”), stock awards, restricted stock units, cash awards, dividend equivalent rights, other equity-based awards, including long-term incentive plan units, and incentive awards. The Individual Plan is intended to provide a means through which the Company’s directors, officers, employees, consultants and advisors of the Company and its affiliates, as well as employees of the Manager and its affiliates who are providing services to the Company and its affiliates, can acquire and maintain an equity interest in the Company or be paid incentive compensation. The Manager Plan is intended to provide a means through which the Manager and its affiliates can acquire and maintain an equity interest in the Company, thereby strengthening their commitment to the welfare of the Company and aligning their interests with those of the Company’s stockholders. A total of 684,494 shares of our common stock have been authorized for issuance under the Equity Incentive Plans. If an award granted under the Equity Incentive Plans expires, is forfeited or terminates, the shares of common stock subject to any portion of the award that expires, is forfeited or terminates without having been exercised or paid, as the case may be, will again become available for the issuance of additional awards. Shares of stock (i) surrendered or withheld in payment of the exercise price or taxes related to an award and (ii) covered by a SAR (without regard to the number of shares actually issued upon the exercise of such SAR) will not again be available for award under the Equity Incentive Plans. Unless previously terminated by the Board, no new award may be granted under the Equity Incentive Plans after November 18, 2029. The maximum aggregate compensation, including cash compensation and the grant date fair value of awards granted under the Individual Plan, to a non-employee director will not exceed $300,000 in any single calendar year. Compensation cost is recognized on a straight-line basis over the vesting period and is included in general and administrative expenses in the Company’s consolidated and combined statements of operations. Award forfeitures, if any, are accounted for in the period in which they occur. For the periods prior to November 26, 2019, Predecessor’s stock-based compensation expense, included in general and administrative expenses in the consolidated and combined statements of operations for the three and nine months ended September 30, 2019, reflected an allocation of a portion of the stock compensation expense of CTO for the applicable period. |
CONCENTRATION OF CREDIT RISK | CONCENTRATION OF CREDIT RISK Certain of the tenants in the portfolio of 45 single-tenant properties accounted for more than 10% of total revenues during the nine months ended September 30, 2020 and 2019. During the nine months ended September 30, 2020, the properties leased to Wells Fargo Bank, NA and Hilton Grand Vacations represented approximately 20% and 13% of total revenues, respectively. During the nine months ended September 30, 2019, the properties leased to Wells Fargo Bank, NA and Hilton Grand Vacations represented approximately 26% and 17% of total revenues, respectively. As of September 30, 2020 and December 31, 2019, approximately 19% and 29%, respectively, of the Company’s real estate portfolio, based on square footage, was located in the State of Florida. As of September 30, 2020 and December 31, 2019, approximately 14% and 24%, respectively, of the Company’s real estate portfolio, based on square footage, was located in the State of Oregon. Additionally, as of September 30, 2020, individually more than 10% of the Company’s real estate portfolio, based on square footage, was located in the States of North Carolina and Michigan. As of December 31, 2019, individually more than 10% of the Company’s real estate portfolio, based on square footage, was located in the States of Georgia and North Carolina. Uncertainty of the duration of a prolonged real estate and economic downturn could in any or all of these geographic areas have an adverse impact on the Company’s real estate values. |
RECENTLY ISSUED ACCOUNTING STANDARDS | RECENTLY ISSUED ACCOUNTING STANDARDS Lease Modifications. In April 2020, the FASB issued interpretive guidance relating to the accounting for lease concessions provided as a result of the COVID-19 Pandemic. In this guidance, entities can elect not to apply lease modification accounting with respect to such lease concessions and, instead, treat the concession as if it was a part of the existing contract. This guidance is only applicable to lease concessions related to the COVID-19 Pandemic that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. As of and for the nine months ended September 30, 2020, the Company elected to not apply lease modification accounting with respect to rent deferrals as the concessions were related to COVID-19 and there was not a substantial increase in the lessor’s rights under the lease agreement. Accordingly, for leases in which deferred rent agreements were reached, the Company has continued to account for the lease by recognizing the normal straight-line rental income and as the deferred rents are repaid by the tenant, the straight-line receivable will be reduced. The portion of the straight-line adjustment related to COVID-19 concessions has been reflected separately in the Company’s statement of cash flows for the nine months ended September 30, 2020. With respect to rent abatement agreements, lease modification accounting applies as an extended term was a part of such agreements, accordingly the Company re-calculated straight-line rental income for such leases to recognize over the new lease term. ASC Topic 842, Leases. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, which requires entities to recognize assets and liabilities that arise from financing and operating leases and to classify those finance and operating lease payments in the financing or operating sections, respectively, of the statement of cash flows pursuant to FASB ASC Topic 842, Leases . The amendments in this update are effective for annual reporting periods beginning after December 15, 2018. During the Company’s and Predecessor’s evaluation of FASB ASC Topic 842, Leases , the following practical expedients and accounting policies with respect to ASC 842 were elected and/or adopted effective January 1, 2019: · The Company, as lessor, will not reassess (i) whether any expired or existing contracts are or contain leases (ii) lease classification for any expired or existing leases or (iii) initial direct costs for any expired or existing leases. · The Company, as lessor, will not separate nonlease components from lease components and, instead, will account for each separate lease component and the nonlease components associated with that lease as a single component if the nonlease components otherwise would be accounted for under ASC Topic 606, Revenue from Contracts with Customers . The primary reason for this election is related to instances where common area maintenance is, or may be, a component of base rent within a lease agreement. |
INCOME PROPERTY PORTFOLIO (Tabl
INCOME PROPERTY PORTFOLIO (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
INCOME PROPERTY PORTFOLIO | |
Schedule of components of leasing revenue | Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 The Company Predecessor The Company Predecessor Leasing Revenue Lease Payments $ 4,721 $ 3,171 $ 12,762 $ 8,827 Variable Lease Payments 380 209 1,101 599 Total Leasing Revenue $ 5,101 $ 3,380 $ 13,863 $ 9,426 |
Schedule of minimum future base rental revenue on non-cancelable leases | Minimum Future Rental Receipts. Minimum future rental receipts under non-cancelable operating leases, excluding percentage rent and other lease payments that are not fixed and determinable, having remaining terms in excess of one year subsequent to September 30, 2020, are summarized as follows: Year Ending December 31, Amounts Remainder of 2020 $ 4,638 2021 19,753 2022 19,454 2023 19,488 2024 19,002 2025 and thereafter (cumulative) 86,309 Total $ 168,644 |
Schedule of properties acquired | The single-tenant net lease income properties acquired during the nine months ended September 30, 2020 are described below: Tenant Description Property Location Date of Acquisition Property Square-Feet Purchase Price Remaining Lease Term at Acquisition Date (in years) 7-Eleven Austin, TX 1/13/2020 $ 7-Eleven (1) Georgetown, TX 1/13/2020 Conn's HomePlus Hurst, TX 1/10/2020 Lehigh Gas Wholesale Services, Inc. Highland Heights, KY 2/03/2020 American Multi-Cinema, Inc. Tyngsborough, MA 2/19/2020 Hobby Lobby Tulsa, OK 2/28/2020 Long John Silver's Tulsa, OK 2/28/2020 N/A Old Time Pottery Orange Park, FL 2/28/2020 Freddy's Frozen Custard Orange Park, FL 2/28/2020 Hobby Lobby Arden, NC 6/24/2020 Walmart Howell, MI 6/30/2020 Advanced Auto Parts Severn, MD 9/14/2020 Dollar General Heuvelton, NY 9/14/2020 Dollar General Winthrop, NY 9/14/2020 Dollar General Salem, NY 9/14/2020 Dollar General Harrisville, NY 9/14/2020 Dollar General Newtonsville, OH 9/14/2020 Dollar General Hammond, NY 9/14/2020 Dollar General Barker, NY 9/14/2020 Dollar General Chazy, NY 9/14/2020 Dollar General Milford, ME 9/21/2020 Dollar General Limestone, ME 9/21/2020 Dollar General Bingham, ME 9/21/2020 Dollar General Willis, TX 9/23/2020 Dollar General Somerville, TX 9/23/2020 Dollar General Odessa, TX 9/30/2020 Total / Weighted Average $ (1) Cash rent has not yet commenced on this lease, although control of the property has been transferred to the tenant. Cash rent on this property is expected to commence following the completion of certain tenant improvements. See Note 16, “Commitments and Contingencies” for further disclosure. The single-tenant net lease income properties acquired during the nine months ended September 30, 2019 are described below: Tenant Description Property Location Date of Acquisition Property Square-Feet Purchase Price Remaining Lease Term at Acquisition Date (in years) Hobby Lobby Winston-Salem, NC 5/16/2019 $ Walgreens Birmingham, AL 6/05/2019 Family Dollar Lynn, MA 6/07/2019 Walgreens Albany, GA 6/21/2019 Live Nation Entertainment, Inc. East Troy, WI 8/30/2019 N/A (1) Total / Weighted Average $ (1) The Alpine Valley Music Theatre, leased to Live Nation Entertainment, Inc., is an entertainment venue consisting of a two-sided, open-air, 7,500-seat pavilion; an outdoor amphitheater with a capacity for 37,000; and over 150 acres of green space. |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
Schedule of carrying value and estimated fair value of financial instruments | September 30, 2020 December 31, 2019 Carrying Estimated Fair Value Carrying Estimated Fair Value Cash and Cash Equivalents - Level 1 $ 1,885,906 $ 1,885,906 $ 12,341,978 $ 12,341,978 Long-Term Debt - Level 2 $ 87,853,998 $ 87,853,998 $ — $ — |
Schedule of fair value of assets measured on recurring basis by Level | Fair Value at Reporting Date Using Quoted Prices in Significant Active Markets Significant Other Unobservable for Identical Observable Inputs Inputs 9/30/2020 Assets (Level 1) (Level 2) (Level 3) Interest Rate Swap $ (618,563) $ — $ (618,563) $ — |
INTANGIBLE ASSETS AND LIABILI_2
INTANGIBLE ASSETS AND LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
INTANGIBLE ASSETS AND LIABILITIES | |
Schedule of components of intangible lease assets and liabilities | As of September 30, 2020 December 31, 2019 Intangible Lease Assets: Value of In-Place Leases $ 25,104,956 $ 14,479,323 Value of Above Market In-Place Leases 2,186,801 1,625,325 Value of Intangible Leasing Costs 10,795,962 6,544,079 Sub-total Intangible Lease Assets 38,087,719 22,648,727 Accumulated Amortization (3,080,072) (291,094) Sub-total Intangible Lease Assets—Net 35,007,647 22,357,633 Intangible Lease Liabilities: Value of Below Market In-Place Leases (3,189,862) (1,933,416) Sub-total Intangible Lease Liabilities (3,189,862) (1,933,416) Accumulated Amortization 278,985 25,223 Sub-total Intangible Lease Liabilities—Net (2,910,877) (1,908,193) Total Intangible Assets and Liabilities—Net $ 32,096,770 $ 20,449,440 |
Schedule of amortization of intangible assets and liabilities | Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 The Company Predecessor The Company Predecessor Depreciation and Amortization Expense $ 1,036,771 $ 454,715 $ 2,644,623 $ 1,256,582 Increase to Income Properties Revenue (28,679) (68,106) (76,853) (193,018) Net Amortization of Intangible Assets and Liabilities $ 1,008,092 $ 386,609 $ 2,567,770 $ 1,063,564 |
Schedule of estimated future amortization and accretion of intangible lease assets and liabilities | Future Accretion Net Future Future to Income Amortization of Amortization Property Intangible Assets Year Ending December 31, Expense Revenue and Liabilities Remainder of 2020 $ 1,094,053 $ (27,919) $ 1,066,134 2021 4,376,214 (111,676) 4,264,538 2022 4,376,214 (111,676) 4,264,538 2023 4,376,214 (111,676) 4,264,538 2024 4,145,681 (100,345) 4,045,336 2025 and thereafter 14,644,595 (452,909) 14,191,686 Total $ 33,012,971 $ (916,201) $ 32,096,770 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
OTHER ASSETS | |
Schedule of components of other assets | As of September 30, 2020 December 31, 2019 Tenant Receivables $ 189,122 $ — Accrued Unbilled Tenant Receivables 576,203 — Prepaid Insurance (1) 62,835 498,999 Deposits on Acquisitions 125,000 200,000 Prepaid and Deposits - Other 419,748 88,318 Total Other Assets $ 1,372,908 $ 787,317 (1) As of September 30, 2020 and December 31, 2019, includes prepaid insurance for property, general liability, and director and officers. |
ACCOUNTS PAYABLE, ACCRUED EXP_2
ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES | |
Schedule of components of accounts payable accrued expenses and other liabilities | As of September 30, 2020 December 31, 2019 Accounts Payable $ 274,574 $ 462,524 Accrued Expenses 1,999,413 311,342 Dividend Payable (1) — 70,984 Accrual for Tenant Improvement — 626,872 Interest Rate Swap 618,563 — Total Accounts Payable, Accrued Expenses, and Other Liabilities $ 2,892,550 $ 1,471,722 (1) As of December 31, 2019, includes the dividends declared and payable of $0.058 per share on the 1,223,854 OP Units due to CTO. |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
LONG-TERM DEBT | |
Schedule of outstanding indebtedness, at face value | Face Value Debt Stated Interest Rate Maturity Date Credit Facility $ 88,308,854 30-Day LIBOR + (1) November 2023 Total Debt/Weighted-Average Rate $ 88,308,854 1.69% Effective April 30, 2020, the Company utilized an Interest Rate Swap to achieve a fixed interest rate of 0.48% plus the applicable spread on approximately $50 million of the outstanding balance on the Credit Facility. |
Schedule of components of long-term debt | September 30, 2020 December 31, 2019 Total Due Within One Year Total Due Within One Year Credit Facility $ 88,308,854 $ — $ — $ — Loan Costs, net of accumulated amortization (454,856) — — — Total Long-Term Debt $ 87,853,998 $ — $ — $ — |
Schedule of payments applicable to reduction of principal amounts | Year Ending December 31, Amount Remainder of 2020 $ — 2021 — 2022 — 2023 88,308,854 2024 — 2025 and thereafter — Total Long-Term Debt - Face Value $ 88,308,854 |
Schedule of interest expense on debt | Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 The Company Predecessor The Company Predecessor Interest Expense $ 340 $ — $ 845 $ — Amortization of Loan Costs 44 — 132 — Total Interest Expense $ 384 $ — $ 977 $ — Total Interest Paid $ 308 $ — $ 809 $ — |
COMMON STOCK AND EARNINGS PER_2
COMMON STOCK AND EARNINGS PER SHARE (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
COMMON STOCK AND EARNINGS PER SHARE | |
Schedule of computation of earnings per share | Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 The Company Predecessor The Company Predecessor Net Income Attributable to Alpine Income Property Trust, Inc. $ 546,103 $ 998,739 $ 799,010 $ 2,925,819 Weighted Average Number of Common Shares Outstanding 7,455,281 N/A 7,632,660 N/A Common Shares Applicable to OP Units using Treasury Stock Method 1,223,854 N/A 1,223,854 N/A Total Shares Applicable to Diluted Earnings per Share 8,679,135 N/A 8,856,514 N/A Per Common Share Data: Net Income Attributable to Alpine Income Property Trust, Inc. Basic $ 0.07 N/A $ 0.10 N/A Diluted $ 0.06 N/A $ 0.09 N/A |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
STOCK-BASED COMPENSATION | |
Summary of nonvested restricted stock award activity | Wtd. Avg. Non-Vested Restricted Shares Shares Fair Value Outstanding at January 1, 2020 8,000 $ 18.80 Granted — — Vested — — Expired — — Forfeited — — Outstanding at September 30, 2020 8,000 $ 18.80 |
Summary of activity for stock option awards | Three Months Ended Nine Months Ended September 30, 2020 ($000's) September 30, 2020 ($000's) Stock Compensation Expense – Director Restricted Stock $ 13 $ 38 Stock Compensation Expense – Director Retainers Paid in Stock 54 163 Total Stock Compensation Expense (1) $ 67 $ 201 (1) Director retainers are issued through additional paid in capital in arrears. Therefore, the change in additional paid in capital during the nine months ended September 30, 2020 is equal to total stock compensation expense of $201,000, less the $54,000 of third quarter 2020 director retainers, as those shares were issued on October 1, 2020, plus the fourth quarter 2019 director retainers of $24,000, as those shares were issued on January 2, 2020. |
RELATED PARTY MANAGEMENT COMP_2
RELATED PARTY MANAGEMENT COMPANY (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
RELATED PARTY MANAGEMENT COMPANY | |
Schedule of amount due to parent company | As of Description September 30, 2020 December 31, 2019 Management Fee due to CTO (1) $ 631 $ 254 Dividend Payable on OP Units — 71 Other (1) 56 Total $ 630 $ 381 |
BUSINESS AND ORGANIZATION - Bus
BUSINESS AND ORGANIZATION - Business (Details) | Sep. 30, 2020employeestateitemproperty |
Description of business | |
Number of real estate properties | 45 |
Number of markets in which entity operates | item | 32 |
Number of states in which entity operates | state | 17 |
Entity Number of Employees | employee | 0 |
Single-tenant | |
Description of business | |
Number of real estate properties | 45 |
BUSINESS AND ORGANIZATION - COV
BUSINESS AND ORGANIZATION - COVID-19 Pandemic (Details) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020USD ($)property | Jun. 30, 2020 | Sep. 30, 2020USD ($) | |
BUSINESS AND ORGANIZATION | |||
Percentage of contractual base rent received | 100.00% | 100.00% | |
Percentage of unpaid contractual base rent deferred | 100.00% | ||
Percentage of unpaid contractual base rent abated | 100.00% | ||
Percentage of Deferred Rent Pending full execution | 6.00% | ||
Percentage Of Contractual Base Rent On Which No Agreement Has Been Reached | 2.00% | ||
Number of Income Properties | property | 15 | ||
Drew amount of credit facility | $ 95,000,000 | ||
Payments to Acquire Commercial Real Estate | $ 28,600,000 | ||
Outstanding on credit facility | 99,300,000 | 99,300,000 | |
Total borrowing capacity on the credit facility | $ 23,900,000 | $ 23,900,000 |
BUSINESS AND ORGANIZATION - Org
BUSINESS AND ORGANIZATION - Organization (Details) $ / shares in Units, $ in Millions | Nov. 26, 2019USD ($)property$ / sharesshares | Sep. 30, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||
Gross proceeds form the issuance of common stock | $ 142.5 | ||
Share issued | shares | 421,053 | ||
Stock Issuance to Directors | $ 8 | ||
Cash investment | 15.5 | ||
Cash Received from Private Placement | $ 125.9 | ||
Number of properties acquired | property | 15 | ||
Number of contributed properties | property | 5 | ||
OP units exchanged | shares | 1,223,854 | ||
Value of OP units converted | $ 23.3 | ||
Net Transactions with Consolidated-Tomoka Land Co. | 12 | ||
Underwriting fees | $ 9.4 | ||
Percentage Of outstanding common stock | 22.30% | ||
Stock split ratio | 1 | ||
REIT Eligibility, Distributable , Minimum Percentage of Taxable Income, Excluding Net Capital Gains | 90.00% | ||
IPO | |||
Class of Stock [Line Items] | |||
Price per share | $ / shares | $ 19 | ||
Gross proceeds form the issuance of common stock | $ 142.5 | ||
Share issued | shares | 7,500,000 | ||
CTO Private Placement | |||
Class of Stock [Line Items] | |||
Share issued | shares | 394,737 | ||
Stock Issuance to Directors | $ 7.5 | ||
Single-tenant | |||
Class of Stock [Line Items] | |||
Number of properties acquired | property | 15 | ||
Number of contributed properties | property | 5 | ||
PINE GP | Operating Partnership | |||
Class of Stock [Line Items] | |||
Ownership interest in Operating partnership | 85.90% | ||
CTO | |||
Class of Stock [Line Items] | |||
Stock Issuance to Directors | $ 8 | ||
Percentage Of outstanding common stock | 22.30% | ||
Stock split ratio | 1 | ||
CTO | Operating Partnership | |||
Class of Stock [Line Items] | |||
Ownership interest of Manager in Operating partnership | 14.10% |
BASIS OF PRESENTATION AND PRI_2
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION (Details) | Nov. 26, 2019 |
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION | |
Financial Designation, Predecessor and Successor | Predecessor |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - General Information (Details) $ in Thousands | Nov. 26, 2019 | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||
Real estate depreciation, excluding intangible assets amortization | $ 1,700 | $ 946 | $ 4,400 | $ 2,600 | ||
Allowance for doubtful accounts | $ 0 | $ 0 | $ 0 | |||
Stock split ratio | 1 | |||||
REIT Eligibility, Distributable , Minimum Percentage of Taxable Income, Excluding Net Capital Gains | 90.00% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Stock-based Compensation (Details) - USD ($) $ in Thousands | Nov. 26, 2019 | Sep. 30, 2020 | Apr. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Interest rate swap | $ 50,000 | ||
Restricted shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of restricted shares | 8,000 | ||
Granted (in shares) | 8,000 | ||
Credit Facility | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Interest rate swap | $ 50,000 | ||
Non employee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum aggregate compensation and grant fair value of awards | $ 300 | ||
Non employee | Restricted shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of restricted shares | 2,000 | 0 | |
Aggregate grant date fair value | $ 150 | ||
Granted (in shares) | 2,000 | 0 | |
Vesting period | 3 years | 3 years | |
Equity Incentive Plans | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock authorized for issuance | 684,494 | ||
Awards granted | 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Credit Risk (Details) - property | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Product Information [Line Items] | |||
Number of real estate properties | 45 | ||
Real estate property at Oregon | |||
Product Information [Line Items] | |||
Real estate portfolio (as a percent) | 14.00% | 24.00% | |
Real estate property at Florida | |||
Product Information [Line Items] | |||
Real estate portfolio (as a percent) | 19.00% | 29.00% | |
Hilton Grand Vacations | Consolidated revenues | |||
Product Information [Line Items] | |||
Concentration risk ( as a percent) | 13.00% | 17.00% | |
Wells Fargo Bank, NA | Consolidated revenues | |||
Product Information [Line Items] | |||
Concentration risk ( as a percent) | 20.00% | 26.00% | |
Minimum | Real estate property located at Georgia And North Carolina | |||
Product Information [Line Items] | |||
Real estate portfolio (as a percent) | 10.00% | 10.00% | |
Revenue risk | Minimum | Consolidated revenues | |||
Product Information [Line Items] | |||
Concentration risk ( as a percent) | 10.00% | 10.00% |
INCOME PROPERTY PORTFOLIO - Por
INCOME PROPERTY PORTFOLIO - Portfolio Information (Details) ft² in Millions | Sep. 30, 2020ft²property |
INCOME PROPERTY PORTFOLIO | |
Number of real estate properties | property | 45 |
Area of real estate property | ft² | 1.5 |
INCOME PROPERTY PORTFOLIO - Lea
INCOME PROPERTY PORTFOLIO - Leasing Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leasing Revenue | ||||
Lease Payments | $ 4,721 | $ 3,171 | $ 12,762 | $ 8,827 |
Variable Lease Payments | 380 | 209 | 1,101 | 599 |
Total Leasing Revenue | $ 5,101 | $ 3,380 | $ 13,863 | $ 9,426 |
INCOME PROPERTY PORTFOLIO - Min
INCOME PROPERTY PORTFOLIO - Minimum Future Base Rental Revenue on Non-cancelable Leases (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Minimum future base rental revenue on non-cancelable leases | |
Remainder of 2020 | $ 4,638 |
2021 | 19,753 |
2022 | 19,454 |
2023 | 19,488 |
2024 | 19,002 |
2025 and thereafter (cumulative) | 86,309 |
Total | $ 168,644 |
INCOME PROPERTY PORTFOLIO - Pro
INCOME PROPERTY PORTFOLIO - Properties Acquired - General Information (Details) | 9 Months Ended | ||
Sep. 30, 2020USD ($)property | Sep. 30, 2019USD ($)property | Dec. 31, 2019USD ($) | |
INCOME PROPERTY PORTFOLIO | |||
Number of real estate properties | property | 45 | ||
Acquired intangible liabilities for the below market lease | $ 2,910,877 | $ 1,908,193 | |
Single-tenant Net Lease Income Properties Acquired in 2020 | |||
INCOME PROPERTY PORTFOLIO | |||
Number of real estate properties | property | 26 | ||
Purchase price | $ 99,282,347 | ||
Acquired properties, cost | 100,300,000 | ||
Initial cost of land | 25,800,000 | ||
Initial cost of building and improvements | 59,700,000 | ||
Acquired in-place lease value, leasing fees, and above market lease value | 16,100,000 | ||
Acquired intangible liabilities for the below market lease | $ 1,300,000 | ||
Weighted average amortization period of intangible liabilities | 10 years 2 months 12 days | ||
Single-tenant Net Lease Income Properties Acquired in 2019 | |||
INCOME PROPERTY PORTFOLIO | |||
Number of real estate properties | property | 5 | ||
Purchase price | $ 26,809,000 | ||
Acquired properties, cost | 27,000,000 | ||
Initial cost of land | 10,000,000 | ||
Initial cost of building and improvements | 13,800,000 | ||
Acquired in-place lease value, leasing fees, and above market lease value | 3,600,000 | ||
Acquired intangible liabilities for the below market lease | $ 400,000 | ||
Weighted average amortization period of intangible liabilities | 10 years 7 months 6 days |
INCOME PROPERTY PORTFOLIO - P_2
INCOME PROPERTY PORTFOLIO - Properties Acquired - Tabular Disclosure (Details) | 9 Months Ended | |
Sep. 30, 2020USD ($)ft² | Sep. 30, 2019USD ($)ft² | |
Single-tenant Net Lease Income Properties Acquired in 2020 | ||
INCOME PROPERTY PORTFOLIO | ||
Property square-feet | ft² | 673,978 | |
Purchase price | $ 99,282,347 | |
Single-tenant Net Lease Income Properties Acquired in 2020 | Weighted Average | ||
INCOME PROPERTY PORTFOLIO | ||
Remaining lease term at acquisition | 10 years 9 months 18 days | |
Single-tenant Net Lease Income Property, 7-Eleven, Austin, Texas | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Jan. 13, 2020 | |
Property square-feet | ft² | 6,400 | |
Purchase price | $ 5,762,416 | |
Remaining lease term at acquisition | 15 years | |
Single-tenant Net Lease Income Property, 7-Eleven, Georgetown, Texas | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Jan. 13, 2020 | |
Property square-feet | ft² | 7,726 | |
Purchase price | $ 4,300,474 | |
Remaining lease term at acquisition | 15 years | |
Single-tenant Net Lease Income Property, Conn's HomePlus, Hurst, Texas | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Jan. 10, 2020 | |
Property square-feet | ft² | 37,957 | |
Purchase price | $ 6,100,000 | |
Remaining lease term at acquisition | 11 years 7 months 6 days | |
Single-tenant Net Lease Income Property, Lehigh Gas Wholesale Services, Inc, Highland Heights, Kentucky | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Feb. 3, 2020 | |
Property square-feet | ft² | 2,578 | |
Purchase price | $ 4,250,000 | |
Remaining lease term at acquisition | 10 years 9 months 18 days | |
Single-tenant Net Lease Income Property, American Multi-Cinema, Inc, Tyngsborough, Massachusetts | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Feb. 19, 2020 | |
Property square-feet | ft² | 39,474 | |
Purchase price | $ 7,055,000 | |
Remaining lease term at acquisition | 10 years 1 month 6 days | |
Single-tenant Net Lease Income Property, Hobby Lobby, Tulsa, Oklahoma | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Feb. 28, 2020 | |
Property square-feet | ft² | 84,180 | |
Purchase price | $ 12,486,334 | |
Remaining lease term at acquisition | 10 years 9 months 18 days | |
Single-tenant Net Lease Income Property, Long John Silver's, Tulsa, Oklahoma | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Feb. 28, 2020 | |
Property square-feet | ft² | 3,000 | |
Purchase price | $ 263,666 | |
Single-tenant Net Lease Income Property, Old Time Pottery, Orange Park, Florida | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Feb. 28, 2020 | |
Property square-feet | ft² | 84,180 | |
Purchase price | $ 6,311,702 | |
Remaining lease term at acquisition | 10 years 4 months 24 days | |
Single-tenant Net Lease Income Property, Freddy's Frozen Custard, Orange Park, Florida | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Feb. 28, 2020 | |
Property square-feet | ft² | 3,200 | |
Purchase price | $ 303,298 | |
Remaining lease term at acquisition | 6 years 9 months 18 days | |
Single-tenant Net Lease Income Property, Hobby Lobby, Arden, North Carolina | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Jun. 24, 2020 | |
Property square-feet | ft² | 55,000 | |
Purchase price | $ 7,986,753 | |
Remaining lease term at acquisition | 11 years 2 months 12 days | |
Single-tenant Net Lease Income Property, Walmart, Howell, Michigan | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Jun. 30, 2020 | |
Property square-feet | ft² | 214,172 | |
Purchase price | $ 20,590,000 | |
Remaining lease term at acquisition | 6 years 7 months 6 days | |
Single-tenant Net Lease Income Property, Advanced Auto Parts, Severn, Maryland | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Sep. 14, 2020 | |
Property square-feet | ft² | 6,876 | |
Purchase price | $ 2,588,491 | |
Remaining lease term at acquisition | 14 years 6 months | |
Single-tenant Net Lease Income Property, Dollar General, Heuvelton, New York | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Sep. 14, 2020 | |
Property square-feet | ft² | 9,342 | |
Purchase price | $ 1,461,580 | |
Remaining lease term at acquisition | 12 years 1 month 6 days | |
Single-tenant Net Lease Income Property, Dollar General, Winthrop, New York | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Sep. 14, 2020 | |
Property square-feet | ft² | 9,167 | |
Purchase price | $ 1,588,975 | |
Remaining lease term at acquisition | 11 years | |
Single-tenant Net Lease Income Property, Dollar General, Salem, New York | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Sep. 14, 2020 | |
Property square-feet | ft² | 9,199 | |
Purchase price | $ 1,484,824 | |
Remaining lease term at acquisition | 13 years | |
Single-tenant Net Lease Income Property, Dollar General, Harrisville, New York | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Sep. 14, 2020 | |
Property square-feet | ft² | 9,309 | |
Purchase price | $ 1,466,305 | |
Remaining lease term at acquisition | 13 years 3 months 18 days | |
Single-tenant Net Lease Income Property, Dollar General, Newtonsville, Ohio | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Sep. 14, 2020 | |
Property square-feet | ft² | 9,290 | |
Purchase price | $ 1,164,116 | |
Remaining lease term at acquisition | 9 years 8 months 12 days | |
Single-tenant Net Lease Income Property, Dollar General, Hammond, New York | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Sep. 14, 2020 | |
Property square-feet | ft² | 9,219 | |
Purchase price | $ 1,383,938 | |
Remaining lease term at acquisition | 12 years 3 months 18 days | |
Single-tenant Net Lease Income Property, Dollar General, Barker, New York | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Sep. 14, 2020 | |
Property square-feet | ft² | 9,275 | |
Purchase price | $ 1,438,956 | |
Remaining lease term at acquisition | 13 years 2 months 12 days | |
Single-tenant Net Lease Income Property, Dollar General, Chazy, New York | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Sep. 14, 2020 | |
Property square-feet | ft² | 9,277 | |
Purchase price | $ 1,672,816 | |
Remaining lease term at acquisition | 11 years | |
Single-tenant Net Lease Income Property, Dollar General, Milford, Maine | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Sep. 21, 2020 | |
Property square-feet | ft² | 9,128 | |
Purchase price | $ 1,605,840 | |
Remaining lease term at acquisition | 13 years 1 month 6 days | |
Single-tenant Net Lease Income Property, Dollar General, Limestone, Maine | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Sep. 21, 2020 | |
Property square-feet | ft² | 9,167 | |
Purchase price | $ 1,455,766 | |
Remaining lease term at acquisition | 13 years 1 month 6 days | |
Single-tenant Net Lease Income Property, Dollar General, Bingham, Maine | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Sep. 21, 2020 | |
Property square-feet | ft² | 9,345 | |
Purchase price | $ 1,522,453 | |
Remaining lease term at acquisition | 13 years 1 month 6 days | |
Single-tenant Net Lease Income Property, Dollar General, Willis, Texas | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Sep. 23, 2020 | |
Property square-feet | ft² | 9,138 | |
Purchase price | $ 1,774,233 | |
Remaining lease term at acquisition | 14 years 10 months 24 days | |
Single-tenant Net Lease Income Property, Dollar General, Somerville, Texas | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Sep. 23, 2020 | |
Property square-feet | ft² | 9,252 | |
Purchase price | $ 1,472,062 | |
Remaining lease term at acquisition | 14 years 9 months 18 days | |
Single-tenant Net Lease Income Property, Dollar General, Odessa, Texas | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Sep. 30, 2020 | |
Property square-feet | ft² | 9,127 | |
Purchase price | $ 1,792,349 | |
Remaining lease term at acquisition | 14 years 9 months 18 days | |
Single-tenant Net Lease Income Properties Acquired in 2019 | ||
INCOME PROPERTY PORTFOLIO | ||
Property square-feet | ft² | 93,514 | |
Purchase price | $ 26,809,000 | |
Single-tenant Net Lease Income Properties Acquired in 2019 | Weighted Average | ||
INCOME PROPERTY PORTFOLIO | ||
Remaining lease term at acquisition | 10 years 4 months 24 days | |
Single-tenant Net Lease Income Property, Hobby Lobby, Winston-Salem, North Carolina | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | May 16, 2019 | |
Property square-feet | ft² | 55,000 | |
Purchase price | $ 8,075,000 | |
Remaining lease term at acquisition | 10 years 10 months 24 days | |
Single-tenant Net Lease Income Property, Walgreens, Birmingham, Alabama | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Jun. 5, 2019 | |
Property square-feet | ft² | 14,516 | |
Purchase price | $ 5,500,000 | |
Remaining lease term at acquisition | 9 years 9 months 18 days | |
Single-tenant Net Lease Income Property, Family Dollar, Lynn, Massachusetts | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Jun. 7, 2019 | |
Property square-feet | ft² | 9,228 | |
Purchase price | $ 2,100,000 | |
Remaining lease term at acquisition | 4 years 9 months 18 days | |
Single-tenant Net Lease Income Property, Walgreens, Albany, Georgia | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Jun. 21, 2019 | |
Property square-feet | ft² | 14,770 | |
Purchase price | $ 3,634,000 | |
Remaining lease term at acquisition | 13 years 7 months 6 days | |
Single-tenant Net Lease Income Property, Live Nation Entertainment, Inc, East Troy, Wisconsin | ||
INCOME PROPERTY PORTFOLIO | ||
Date of acquisition | Aug. 30, 2019 | |
Purchase price | $ 7,500,000 | |
Remaining lease term at acquisition | 10 years 7 months 6 days |
INCOME PROPERTY PORTFOLIO - P_3
INCOME PROPERTY PORTFOLIO - Properties Acquired - Additional Information (Details) - Single-tenant Net Lease Income Property, Live Nation Entertainment, Inc, East Troy, Wisconsin | 9 Months Ended |
Sep. 30, 2019aitem | |
INCOME PROPERTY PORTFOLIO | |
Seating capacity of open air entertainment venue | 7,500 |
Seating capacity of outdoor amphitheatre | 37,000 |
Outdoor amphitheater, green space, area, minimum | a | 150 |
INCOME PROPERTY PORTFOLIO - P_4
INCOME PROPERTY PORTFOLIO - Properties Sold (Details) | Sep. 25, 2020USD ($)$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) |
ASSETS HELD FOR SALE | ||||
Gain on sale of assets | $ 287,375 | $ 287,375 | ||
Number of properties sold | 0 | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Single-tenant Net Lease Income Property, Outback Steakhouse, Charlottesville, Virginia | ||||
ASSETS HELD FOR SALE | ||||
Sales price | $ 5,100,000 | |||
Percentage Leased | 5.80% | |||
Gain on sale of assets | $ 287,000 | |||
Gain on sale of assets per diluted share | $ / shares | $ 0.03 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Carrying Value and Estimated Fair Value (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Carrying Value | ||
Carrying value and estimated fair value of financial instruments | ||
Cash and Cash Equivalents | $ 1,885,906 | $ 12,341,978 |
Long-Term Debt | 87,853,998 | |
Estimated Fair Value | ||
Carrying value and estimated fair value of financial instruments | ||
Cash and Cash Equivalents | 1,885,906 | $ 12,341,978 |
Long-Term Debt | $ 87,853,998 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Measured on a Recurring Basis (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Assets, Fair Value Disclosure [Abstract] | ||
Interest Rate Swap | $ (618,563) | |
Recurring basis | ||
Assets, Fair Value Disclosure [Abstract] | ||
Interest Rate Swap | $ 0 | |
Derivatives liabilities | $ 0 | |
Recurring basis | Significant Other Observable Inputs (Level 2) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Interest Rate Swap | $ (618,563) |
INTANGIBLE ASSETS AND LIABILI_3
INTANGIBLE ASSETS AND LIABILITIES - Components (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | $ 38,087,719 | $ 22,648,727 |
Accumulated Amortization | (3,080,072) | (291,094) |
Sub-total Intangible Lease Assets—Net | 35,007,647 | 22,357,633 |
Intangible Lease Liabilities | ||
Value of Below Market In-Place Leases | (3,189,862) | (1,933,416) |
Sub-total Intangible Lease Liabilities | (3,189,862) | (1,933,416) |
Accumulated Amortization | 278,985 | 25,223 |
Sub-total Intangible Lease Liabilities —Net | (2,910,877) | (1,908,193) |
Total Intangible Assets and Liabilities—Net | 32,096,770 | 20,449,440 |
Value of In-Place Leases | ||
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | 25,104,956 | 14,479,323 |
Value of Above Market In-Place Leases | ||
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | 2,186,801 | 1,625,325 |
Value of Intangible Leasing Costs | ||
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | $ 10,795,962 | $ 6,544,079 |
INTANGIBLE ASSETS AND LIABILI_4
INTANGIBLE ASSETS AND LIABILITIES - Amortization (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
INTANGIBLE ASSETS AND LIABILITIES | ||||
Depreciation and Amortization Expense | $ 1,036,771 | $ 454,715 | $ 2,644,623 | $ 1,256,582 |
Increase to Income Properties Revenue | (28,679) | (68,106) | (76,853) | (193,018) |
Net Amortization of Intangible Assets and Liabilities | $ 1,008,092 | $ 386,609 | $ 2,567,770 | $ 1,063,564 |
INTANGIBLE ASSETS AND LIABILI_5
INTANGIBLE ASSETS AND LIABILITIES - Summary of Estimated Amortization and Accretion (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Future Amortization Amount | ||
Sub-total Intangible Lease Assets—Net | $ 35,007,647 | $ 22,357,633 |
Future Accretion to Income Property Revenue | ||
Sub-total Intangible Lease Liabilities —Net | (2,910,877) | $ (1,908,193) |
Net Future Amortization of Intangible Assets and Liabilities | ||
Remainder of 2020 | 1,066,134 | |
2021 | 4,264,538 | |
2022 | 4,264,538 | |
2023 | 4,264,538 | |
2024 | 4,045,336 | |
2025 and thereafter | 14,191,686 | |
Total | $ 32,096,770 | |
Amount allocated of total acquisition cost | ||
Weighted average amortization period of intangible assets | 9 years 1 month 6 days | |
Future Amortization | ||
Future Amortization Amount | ||
Remainder of 2020 | $ 1,094,053 | |
2021 | 4,376,214 | |
2022 | 4,376,214 | |
2023 | 4,376,214 | |
2024 | 4,145,681 | |
2025 and thereafter | 14,644,595 | |
Sub-total Intangible Lease Assets—Net | 33,012,971 | |
Future Accretion to Income Property Revenue | ||
Future Accretion to Income Property Revenue | ||
Remainder of 2020 | (27,919) | |
2021 | (111,676) | |
2022 | (111,676) | |
2023 | (111,676) | |
2024 | (100,345) | |
2025 and thereafter | 452,909 | |
Sub-total Intangible Lease Liabilities —Net | $ (916,201) |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
OTHER ASSETS | ||
Tenant Receivables | $ 189,122 | |
Accrued Unbilled Tenant Receivables | 576,203 | |
Prepaid Insurance | 62,835 | $ 498,999 |
Deposits on Acquisitions | 125,000 | 200,000 |
Prepaid and Deposits - Other | 419,748 | 88,318 |
Total Other Assets | $ 1,372,908 | $ 787,317 |
ACCOUNTS PAYABLE, ACCRUED EXP_3
ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES (Details) | Sep. 30, 2020USD ($)item | Dec. 31, 2019USD ($)item$ / shares |
ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES | ||
Accounts Payable | $ 274,574 | $ 462,524 |
Accrued Expenses | 1,999,413 | 311,342 |
Dividend Payable | 70,984 | |
Accrual for Tenant Improvement | 626,872 | |
Interest Rate Swap | 618,563 | |
Total Accounts Payable, Accrued Expenses, and Other Liabilities | $ 2,892,550 | $ 1,471,722 |
Dividend declared and payable (in dollars per share) | $ / shares | $ 0.058 | |
Number of OP units due to Consolidated Tomoka Land Co | item | 1,223,854 | 1,223,854 |
LONG-TERM DEBT - Outstanding In
LONG-TERM DEBT - Outstanding Indebtedness (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Apr. 30, 2020 | Sep. 30, 2020 | |
Long-term debt | ||
Total Debt | $ 88,308,854 | |
Stated Interest Rate (as a percent) | 1.69% | |
Interest rate swap | $ 50,000,000 | |
LIBOR | Interest Rate Swap | ||
Long-term debt | ||
Margin added to variable rate basis (as a percent) | 0.48% | |
Credit Facility | ||
Long-term debt | ||
Total Debt | $ 88,308,854 | |
Interest rate swap | $ 50,000,000 | |
Credit Facility | LIBOR | ||
Long-term debt | ||
Stated Interest Rate (as a percent) | 0.48% | |
Credit Facility | LIBOR | Minimum | ||
Long-term debt | ||
Margin added to variable rate basis (as a percent) | 1.35% | |
Credit Facility | LIBOR | Maximum | ||
Long-term debt | ||
Margin added to variable rate basis (as a percent) | 1.95% |
LONG-TERM DEBT - Credit Facilit
LONG-TERM DEBT - Credit Facility (Details) | Oct. 16, 2020USD ($)Lender | Nov. 26, 2019USD ($) | Sep. 30, 2020USD ($) |
Long-term debt | |||
Maximum borrowing capacity | $ 100,000,000 | ||
Current commitment under credit facility, amount | 23,900,000 | ||
Amount outstanding | 99,300,000 | ||
Long-term Debt. | 87,853,998 | ||
Credit Facility | |||
Long-term debt | |||
Maximum borrowing capacity | $ 100,000,000 | ||
Credit facility term | 4 years | ||
Extension term | 1 year | ||
Additional borrowing capacity | $ 50,000,000 | ||
Long-term Debt. | $ 88,308,854 | ||
Credit Facility | Subsequent Event | |||
Long-term debt | |||
Maximum borrowing capacity | $ 150,000,000 | ||
Available borrowing capacity | $ 46,500,000 | ||
Number Of Lenders | Lender | 2 | ||
Maximum borrowing capacity including accordion feature | $ 200,000,000 | ||
Credit Facility | LIBOR | Minimum | |||
Long-term debt | |||
Margin added to variable rate basis (as a percent) | 1.35% | ||
Credit Facility | LIBOR | Maximum | |||
Long-term debt | |||
Margin added to variable rate basis (as a percent) | 1.95% |
LONG-TERM DEBT - Components (De
LONG-TERM DEBT - Components (Details) - USD ($) | Sep. 30, 2020 | Apr. 30, 2020 |
Long-term debt | ||
Long-term debt | $ 50,000,000 | |
Loan Costs, net of accumulated amortization | $ (454,856) | |
Long-Term Debt | 87,853,998 | |
Credit Facility | ||
Long-term debt | ||
Long-term debt | $ 50,000,000 | |
Long-Term Debt | $ 88,308,854 |
LONG-TERM DEBT - Payments Appli
LONG-TERM DEBT - Payments Applicable to Reduction of Principal (Details) | Sep. 30, 2020USD ($) |
Payments applicable to reduction of principal amounts | |
2023 | $ 88,308,854 |
Total Long-Term Debt - Face Value | $ 88,308,854 |
LONG-TERM DEBT - Debt and finan
LONG-TERM DEBT - Debt and financing costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Sep. 30, 2020 | |
LONG-TERM DEBT | ||
Long term debt, deferred financing costs | $ 604 | |
Net of accumulated amortization | $ 149 | |
Debt outstanding | $ 0 |
LONG-TERM DEBT - Interest Expen
LONG-TERM DEBT - Interest Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
LONG-TERM DEBT | |||
Interest Expense | $ 340,000 | $ 845,000 | |
Amortization of Loan Costs | 44,000 | 132,327 | |
Total Interest Expense | 384,000 | 977,000 | |
Total Interest Paid | $ 308,000 | $ 809,000 | $ 0 |
INTEREST RATE SWAP (Details)
INTEREST RATE SWAP (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended |
Apr. 30, 2020 | Sep. 30, 2020 | |
INTEREST RATE SWAP | ||
Outstanding on credit facility | $ 99,300 | |
Interest rate swap | $ 50,000 | |
Interest Rate Swap | ||
INTEREST RATE SWAP | ||
Loss of interest rate swap | $ 619 | |
Credit Facility | ||
INTEREST RATE SWAP | ||
Interest rate swap | 50,000 | |
Notional amount | 50,000 | |
Revolving credit facility | ||
INTEREST RATE SWAP | ||
Outstanding on credit facility | $ 50,000 | |
Revolving credit facility | Interest Rate Swap | ||
INTEREST RATE SWAP | ||
Effective percentage of interest rate swaps percentage | 100.00% | |
LIBOR | Interest Rate Swap | ||
INTEREST RATE SWAP | ||
Spread fixed rate | 0.48% |
EQUITY (Details)
EQUITY (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Dividends | |||
Minimum taxable income excluding capital gain to be distributed to be taxed as a REIT | 90.00% | ||
Minimum taxable income including capital gain to be distributed to be taxed as a REIT | 100.00% | ||
Dividends on common stock and OP Units declared | $ 0.20 | $ 0.60 | |
Dividends on common stock and OP Units paid | $ 0.20 | $ 0.60 |
COMMON STOCK AND EARNINGS PER_3
COMMON STOCK AND EARNINGS PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Available to Common Shareholders: | ||||
Net Income Attributable to Alpine Income Property Trust, Inc. | $ 546,103 | $ 998,739 | $ 799,010 | $ 2,925,819 |
Weighted Average Number of Common Shares Outstanding | 7,455,281 | 7,632,660 | ||
Common Shares Applicable to Stock | ||||
Common Shares Applicable to OP Units using Treasury Stock Method | 1,223,854 | 1,223,854 | ||
Total Shares Applicable to Diluted Earnings Per Share | 8,679,135 | 8,856,514 | ||
Per Common Share Data: | ||||
Basic (in dollars per share) | $ 0.07 | $ 0.10 | ||
Diluted (in dollars per share) | $ 0.06 | $ 0.09 |
SHARE REPURCHASES (Details)
SHARE REPURCHASES (Details) - USD ($) | 6 Months Ended | 9 Months Ended | |
Jun. 30, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | |
SHARE REPURCHASES [Line Items] | |||
Stock repurchased amount | $ 5,013,684 | ||
$5 Million Repurchase Program | |||
SHARE REPURCHASES [Line Items] | |||
Stock repurchase program authorized amount | $ 5,000,000 | $ 5,000,000 | |
Shares repurchased (in shares) | 456,237 | ||
Stock repurchased amount | $ 5,000,000 | ||
Average price per share of stock repurchased | $ 11.02 |
STOCK-BASED COMPENSATION - IPO
STOCK-BASED COMPENSATION - IPO (Details) - Restricted shares - USD ($) $ in Thousands | Nov. 26, 2019 | Sep. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 8,000 | |
Non employee | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 2,000 | 0 |
Aggregate grant date fair value | $ 150 | |
Vesting period | 3 years | 3 years |
STOCK-BASED COMPENSATION - Comp
STOCK-BASED COMPENSATION - Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
STOCK-BASED COMPENSATION | ||
Stock compensation expense | $ 67 | $ 201 |
General and Administrative Expense [Member] | ||
STOCK-BASED COMPENSATION | ||
Stock compensation expense | $ 13 | $ 38 |
STOCK-BASED COMPENSATION - Non-
STOCK-BASED COMPENSATION - Non-Vested Restricted Shares (Details) - $ / shares | Nov. 26, 2019 | Sep. 30, 2020 |
Non employee | ||
Weighted Average Fair Value | ||
Outstanding (in dollars per share) | $ 18.80 | |
Granted (in dollars per share | 0 | |
Vested (in dollars per share) | 0 | |
Expired (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 0 | |
Outstanding (in dollars per share) | $ 18.80 | |
Restricted shares | ||
Shares | ||
Granted (in shares) | 8,000 | |
Restricted shares | Non employee | ||
Shares | ||
Outstanding (in shares) | 8,000 | |
Granted (in shares) | 2,000 | 0 |
Vested (in shares) | 0 | |
Expired (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Outstanding (in shares) | 8,000 |
STOCK-BASED COMPENSATION - Unre
STOCK-BASED COMPENSATION - Unrecognized Compensation (Details) - Non employee - Restricted shares - USD ($) $ in Thousands | Nov. 26, 2019 | Sep. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 108,000 | |
Vesting period | 3 years | 3 years |
Compensation cost to be recognized over a remaining period | 2 years 2 months 12 days |
STOCK-BASED COMPENSATION - Gene
STOCK-BASED COMPENSATION - General Information (Details) | Oct. 01, 2020shares | Jul. 01, 2020shares | Apr. 01, 2020shares | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($)Dshares |
STOCK-BASED COMPENSATION | |||||
Stock Issuance to Directors | $ 68,045 | $ 171,284 | |||
Non employee | |||||
STOCK-BASED COMPENSATION | |||||
Stock Issuance to Directors | $ 163,000 | ||||
Non employee | Restricted shares | |||||
STOCK-BASED COMPENSATION | |||||
Period for average closing price | D | 20 | ||||
Shares issued (in shares) | shares | 3,474 | 3,414 | 4,098 | 10,986 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | $ 67 | $ 201 | |
Director Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 13 | 38 | |
Director Retainers Paid in Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | $ 54 | $ 24 | $ 163 |
RELATED PARTY MANAGEMENT COMP_3
RELATED PARTY MANAGEMENT COMPANY - General Information (Details) - USD ($) $ in Thousands | Nov. 26, 2019 | Sep. 30, 2020 | Sep. 30, 2020 |
Related Party Transaction [Line Items] | |||
Stock Issuance to Directors | $ 8,000 | ||
Share issued | 421,053 | ||
Percentage Of outstanding common stock | 22.30% | ||
Stock split ratio | 1 | ||
IPO | |||
Related Party Transaction [Line Items] | |||
Share issued | 7,500,000 | ||
CTO | |||
Related Party Transaction [Line Items] | |||
Stock Issuance to Directors | $ 8,000 | ||
Percentage Of outstanding common stock | 22.30% | ||
Stock split ratio | 1 | ||
CTO | Management Agreement | |||
Related Party Transaction [Line Items] | |||
Quarterly base management fee (as a percent) | 0.375% | ||
Annual base management fee (as a percent) | 1.50% | ||
Cumulative annual hurdle rate (as a percent) | 8.00% | ||
Incentive fee | $ 0 | ||
Multiplying factor of outperformance amount with weighted average shares (as a percent) | 15.00% | ||
Management agreement renewal term | 1 year | ||
Voting rights (as a percent) | 66.67% | ||
Notice period | 30 days | ||
Payment of dividend | $ 408 | $ 1,200 | |
Payment of management fees | 631 | 1,900 | |
Payment of managers dividend and management fee | $ 0 | $ 0 |
RELATED PARTY MANAGEMENT COMP_4
RELATED PARTY MANAGEMENT COMPANY - Due from the Company to CTO (Details) - CTO - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||
Management Fee due to CTO | $ 631 | $ 254 |
Dividend Payable on OP Units | 71 | |
Other | (1) | 56 |
Total | $ 630 | $ 381 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - Georgetown, TX NOT USED IN 10-Q $ in Thousands | Jan. 13, 2020USD ($) |
Commitments | |
Contractual Fund | $ 907 |
Funding for tenant improvements | 388 |
Expected tenant improvement expenses | 519 |
Contractual Obligation | 907 |
Refund of tenant improvements | 360 |
Total anticipated net cash outlay | $ 547 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Millions | Oct. 16, 2020USD ($)Lender | Dec. 31, 2020$ / shares | Oct. 31, 2020 | Sep. 30, 2020USD ($) | Dec. 31, 2019$ / shares | Nov. 26, 2019USD ($) |
SUBSEQUENT EVENTS | ||||||
Percentage of contractual base rent received | 100.00% | |||||
Maximum borrowing capacity | $ 100 | |||||
Dividends Payable, Amount Per Share | $ / shares | $ 0.058 | |||||
Credit Facility | ||||||
SUBSEQUENT EVENTS | ||||||
Maximum borrowing capacity | $ 100 | |||||
Subsequent Event | ||||||
SUBSEQUENT EVENTS | ||||||
Percentage of contractual base rent received | 100.00% | |||||
Dividends Payable, Amount Per Share | $ / shares | $ 0.22 | |||||
Percentage Of Increase In Cash Dividend | 10.00% | |||||
Subsequent Event | Credit Facility | ||||||
SUBSEQUENT EVENTS | ||||||
Number Of Lenders | Lender | 2 | |||||
Maximum borrowing capacity | $ 150 | |||||
Maximum borrowing capacity including accordion feature | $ 200 |