Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 14, 2022 | |
Cover [Abstract] | ||
Entity Central Index Key | 0001786117 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Current Fiscal Year End Date | --12-31 | |
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 | SuiteĀ 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, $0.01 PAR VALUE | |
Trading Symbol | PINE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 11,832,791 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Real Estate: | |||
Land, at Cost | $ 195,953 | $ 178,172 | |
Building and Improvements, at Cost | 307,985 | 266,236 | |
Total Real Estate, at Cost | 503,938 | 444,408 | |
Less, Accumulated Depreciation | (18,965) | (15,419) | |
Real Estate-Net | 484,973 | 428,989 | |
Cash and Cash Equivalents | 2,244 | 8,851 | $ 1,548 |
Restricted Cash | 691 | 646 | |
Intangible Lease Assets-Net | 64,120 | 58,821 | |
Straight-Line Rent Adjustment | 2,110 | 1,838 | |
Other Assets | 14,588 | 6,369 | |
Total Assets | 568,726 | 505,514 | |
Liabilities: | |||
Accounts Payable, Accrued Expenses, and Other Liabilities | 3,981 | 2,363 | |
Prepaid Rent and Deferred Revenue | 1,524 | 2,033 | |
Intangible Lease Liabilities-Net | 6,242 | 5,476 | |
Long-Term Debt | 318,814 | 267,740 | |
Total Liabilities | 330,561 | 277,612 | |
Commitments and Contingencies-See Note 16 | |||
Equity: | |||
Preferred Stock, $0.01 par value per share, 100 million shares authorized, no shares issued and outstanding as of March 31, 2022 and December 31, 2021 | |||
Common Stock, $0.01 par value per share, 500 million shares authorized, 11,772,963 shares issued and outstanding as of March 31, 2022 and 11,454,815 shares issued and outstanding as of December 31, 2021 | 118 | 114 | |
Additional Paid-in Capital | 207,035 | 200,906 | |
Dividends in Excess of Net Income | (8,779) | (6,419) | |
Accumulated Other Comprehensive Income | 8,754 | 1,922 | |
Stockholders' Equity | 207,128 | 196,523 | |
Noncontrolling Interest | 31,037 | 31,379 | |
Total Equity | 238,165 | 227,902 | $ 155,808 |
Total Liabilities and Equity | $ 568,726 | $ 505,514 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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 |
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 | 11,772,963 | 11,454,815 |
Common Stock, shares outstanding | 11,772,963 | 11,454,815 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues: | ||
Lease Income | $ 10,799 | $ 5,890 |
Total Revenues | 10,799 | 5,890 |
Operating Expenses: | ||
Real Estate Expenses | 1,092 | 651 |
General and Administrative Expenses | 1,431 | 1,030 |
Depreciation and Amortization | 5,672 | 3,143 |
Total Operating Expenses | 8,195 | 4,824 |
Net Income From Operations | 2,604 | 1,066 |
Interest Expense | 1,680 | 555 |
Net Income | 924 | 511 |
Less: Net Income Attributable to Noncontrolling Interest | (118) | (71) |
Net Income Attributable to Alpine Income Property Trust, Inc. | $ 806 | $ 440 |
Per Common Share Data: | ||
Net Income Attributable to Alpine Income Property Trust, Inc. - Basic (in dollars per share) | $ 0.07 | $ 0.06 |
Net Income Attributable to Alpine Income Property Trust, Inc. - Diluted (in dollars per share) | $ 0.06 | $ 0.05 |
Weighted Average Number of Common Shares: | ||
Basic (in shares) | 11,662,697 | 7,565,429 |
Diluted (in shares) | 13,366,191 | 8,789,283 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Net Income Attributable to Alpine Income Property Trust, Inc. | $ 806 | $ 440 |
Other Comprehensive Income | ||
Cash Flow Hedging Derivative - Interest Rate Swaps | 6,832 | 676 |
Total Other Comprehensive Income | 6,832 | 676 |
Total Comprehensive Income | $ 7,638 | $ 1,116 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) $ in Thousands | Common Stock at Par | Additional Paid-In Capital | Dividends in Excess of Net Income | Accumulated Other Comprehensive Income (Loss) | Stockholders' Equity | Noncontrolling Interest | Total |
Balance at Dec. 31, 2020 | $ 75 | $ 132,878 | $ (5,713) | $ (481) | $ 126,759 | $ 22,334 | $ 149,093 |
Increase (decrease) in shareholders' equity | |||||||
Net Income | 440 | 440 | 71 | 511 | |||
Stock Issuance to Directors | 66 | 66 | 66 | ||||
Stock Issuance, Net of Equity Issuance Costs | 4 | 7,647 | 7,651 | 7,651 | |||
Cash Dividend | (1,896) | (1,896) | (293) | (2,189) | |||
Other Comprehensive Income | 676 | 676 | 676 | ||||
Balance at Mar. 31, 2021 | 79 | 140,591 | (7,169) | 195 | 133,696 | 22,112 | 155,808 |
Balance at Dec. 31, 2021 | 114 | 200,906 | (6,419) | 1,922 | 196,523 | 31,379 | 227,902 |
Increase (decrease) in shareholders' equity | |||||||
Net Income | 806 | 806 | 118 | 924 | |||
Stock Issuance to Directors | 79 | 79 | 79 | ||||
Stock Issuance, Net of Equity Issuance Costs | 4 | 6,050 | 6,054 | 6,054 | |||
Cash Dividend | (3,166) | (3,166) | (460) | (3,626) | |||
Other Comprehensive Income | 6,832 | 6,832 | 6,832 | ||||
Balance at Mar. 31, 2022 | $ 118 | $ 207,035 | $ (8,779) | $ 8,754 | $ 207,128 | $ 31,037 | $ 238,165 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Common Stock | ||
Cash Dividends (in dollars per share) | $ 0.27 | $ 0.24 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flow From Operating Activities: | ||
Net Income | $ 924 | $ 511 |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | ||
Depreciation and Amortization | 5,672 | 3,143 |
Amortization of Intangible Lease Assets and Liabilities to Lease Income | (101) | (41) |
Amortization of Deferred Financing Costs to Interest Expense | 125 | 65 |
Non-Cash Compensation | 79 | 73 |
Decrease (Increase) in Assets: | ||
Straight-Line Rent Adjustment | (294) | (147) |
COVID-19 Rent Repayments | 23 | 271 |
Other Assets | 243 | 27 |
Increase (Decrease) in Liabilities: | ||
Accounts Payable, Accrued Expenses, and Other Liabilities | (40) | (350) |
Prepaid Rent and Deferred Revenue | (509) | 257 |
Net Cash Provided By Operating Activities | 6,122 | 3,809 |
Cash Flow From Investing Activities: | ||
Acquisition of Real Estate, Including Capitalized Expenditures | (66,089) | (22,117) |
Net Cash Used In Investing Activities | (66,089) | (22,117) |
Cash Flow from Financing Activities: | ||
Proceeds from Long-Term Debt | 62,000 | 12,500 |
Payments on Long-Term Debt | (11,000) | |
Cash Paid for Loan Fees | (23) | |
Proceeds From Stock Issuance, Net | 6,054 | 7,651 |
Dividends Paid | (3,626) | (2,189) |
Net Cash Provided By Financing Activities | 53,405 | 17,962 |
Net Decrease in Cash and Cash Equivalents and Restricted Cash | (6,562) | (346) |
Cash and Cash Equivalents and Restricted Cash, Beginning of Period | 9,497 | 1,894 |
Cash and Cash Equivalents and Restricted Cash, End of Period | 2,935 | 1,548 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash Paid for Interest | 1,512 | 482 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Unrealized Gain on Cash Flow Hedge | 6,832 | $ 676 |
Right-of-Use Assets and Operating Lease Liability | $ 1,831 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS - Reconciliation of Cash to the Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Reconciliation of Cash to the Consolidated Balance Sheets: | ||||
Restricted Cash | $ 691 | $ 646 | ||
Total Cash | $ 2,935 | $ 9,497 | $ 1,548 | $ 1,894 |
BUSINESS AND ORGANIZATION
BUSINESS AND ORGANIZATION | 3 Months Ended |
Mar. 31, 2022 | |
BUSINESS AND ORGANIZATION | |
BUSINESS AND ORGANIZATION | NOTE 1. BUSINESS AND ORGANIZATION BUSINESS ā Alpine Income Property Trust, Inc. (the āCompanyā or āPINEā) is a real estate company that owns and operates a high-quality portfolio of commercial net lease properties. The terms āus,ā āwe,ā āour,ā and āthe Companyā as used in this report refer to Alpine Income Property Trust, Inc. together with our consolidated subsidiaries. Our portfolio consists of 129 net leased properties located in 84 markets in 35 states. The properties in our portfolio are primarily subject to long-term, 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. ā 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 āManagerā). CTO Realty Growth, Inc. (NYSE: CTO) is a Maryland corporation that is a publicly traded diversified real estate investment trust (āREITā) and the sole member of our Manager (āCTOā). ā 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 (āIPOā) of shares of its common stock (the āOfferingā) as well as a concurrent private placement of shares of common stock to CTO. The price per share paid in the Offering and the concurrent private placement was $19.00 (the āIPO Priceā). 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 (āCTO Private Placementā). Included in the Offering was CTOās purchase of 421,053 shares of our common stock for $8.0 million, representing a cash investment by CTO of $15.5 million. A total of $125.9 million of proceeds from the Offering were utilized to acquire 15 properties in our initial portfolio from CTO. The remaining five properties in our initial portfolio were contributed by CTO in exchange for 1,223,854 units of the operating partnership (the āOP Unitsā) for a value of $23.3 million based on the IPO Price. As of March 31, 2022, four of the properties included within our initial portfolio have been sold. Subsequent to March 31, 2022, one additional property included within our initial portfolio was sold (see Note 17, āSubsequent Eventsā). The Company incurred a total of $12.0 million of transaction costs, which included underwriting fees of $9.4 million. Upon completion of the Offering, the CTO Private Placement, and the other transactions executed at the time of our listing on the New York Stock Exchange (the āNYSEā) under the symbol āPINEā (collectively defined as the āFormation Transactionsā), CTO owned 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). ā We conduct the substantial majority of our operations through Alpine Income Property OP, LP (the āOperating Partnershipā). Our wholly owned subsidiary, Alpine Income Property GP, LLC (āPINE GPā), 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 March 31, 2022, we have a total ownership interest in the Operating Partnership of 87.4%, with CTO holding, directly and indirectly, a 9.1% ownership interest in the Operating Partnership. The remaining 3.5% ownership interest is held by an unrelated third party in connection with the issuance of 479,640 OP Units valued at $9.0 million in the aggregate, or $18.85 per unit. The issuance of 479,640 OP Units includes (i) 424,951 OP Units issued as consideration for the portfolio of nine net lease properties acquired on June 30, 2021 and (ii) 54,689 OP Units issued as consideration for the acquisition of one net lease property on July 12, 2021 (see Note 3, āProperty Portfolioā). 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 of Directors (the āBoardā) manages our business and affairs. The Company has elected to be taxed as a REIT for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended (the āCodeā). To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Companyās annual REIT taxable income, without regard to the dividends paid deduction or net capital gain, to its stockholders (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 Companyās 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (āGAAPā) 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. ā 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 PINEās investment in 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. ā LONG-LIVED ASSETS The Company follows Financial Accounting Standards Board (āFASBā) Accounting Standards Codification (āASCā) Topic 360-10, Property, Plant, and Equipment, ā PURCHASE ACCOUNTING FOR ACQUISITIONS OF REAL ESTATE SUBJECT TO A LEASE Clarifying the Definition of a Business In accordance with FASB guidance, 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. 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. 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 the management believes that it is likely that the tenant will renew the lease upon expiration, in which case the Company amortizes the value attributable to the renewal over the renewal period. The value of in-place leases and leasing costs are 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. ā SALES OF REAL ESTATE ā When properties are disposed of, the related cost basis of the real estate, intangible lease assets, and intangible lease liabilities, net of accumulated depreciation and/or amortization, and any accrued straight-line rental income balance for the underlying operating leases are removed, and gains or losses from the dispositions are reflected in net income within gains on dispositions of assets. In accordance with the FASB guidance, gains or losses on sales of real estate are generally recognized using the full accrual method. PROPERTY LEASE REVENUE The rental arrangements associated with the Companyās 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 Companyās leases provide for reimbursement from tenants for variable lease payments including common area maintenance, insurance, real estate taxes, and other operating expenses. A portion of our variable lease payment revenue is estimated each period and is recognized as rental income in the period the recoverable costs are incurred and accrued. ā The collectability of tenant receivables and straight-line rent adjustments is determined based on, among other things, the aging of the tenant receivable, managementās evaluation of credit risk associated with the tenant and industry of the tenant, and a review of specifically identified accounts using judgment. As of March 31, 2022 and December 31, 2021, the Companyās allowance for doubtful accounts totaled $0.3 million. ā OPERATING LAND LEASE EXPENSE The Company is the lessee under operating land leases for certain of its properties, which leases are classified as operating leases pursuant to FASB ASC Topic 842, Leases ā 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 Companyās bank balances as of March 31, 2022 and December 31, 2021 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. ā ā RESTRICTED CASH ā Restricted cash totaled $0.7 million at March 31, 2022 which is being held in a capital replacement and leasing commissions reserve account in connection with our financing of six properties. ā DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITY ā The Company accounts for its cash flow hedging derivatives in accordance with FASB ASC Topic 815-20, Derivatives and Hedging ā The Company documented the relationship between the hedging instruments and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge transactions. At the hedgesā inception, the Company assessed whether the derivatives that are used in hedging the transactions are highly effective in offsetting changes in cash flows of the hedged items, and will continue to do so on a quarterly basis. ā Changes in fair value of the hedging instruments that are highly effective and designated and qualified as cash-flow hedges are recorded in other comprehensive income and loss, until earnings are affected by the variability in cash flows of the designated hedged items (see Note 10, āInterest Rate Swapsā). ā FAIR VALUE OF FINANCIAL INSTRUMENTS ā The carrying amounts of the Companyās financial assets and liabilities including cash and cash equivalents, restricted cash, accounts receivable included in other assets, accounts payable, and accrued expenses and other liabilities approximate fair value because of the short maturity of these instruments. The carrying value of the Credit Facility, hereinafter defined, approximates current market rates for revolving credit arrangements with similar risks and maturities. The Company estimates the fair value of its mortgage note payable and term loans based on incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity and on the discounted estimated future cash payments to be made for other debt. The discount rate used to calculate the fair value of debt approximates current lending rates for loans and assumes the debt is outstanding through maturity. Since such amounts are estimates that are based on limited available market information for similar transactions, which is a Level 2 non-recurring measurement, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument. ā FAIR VALUE MEASUREMENTS ā The Companyās 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: ā ā Level 1 ā Valuation is based upon quoted prices in active markets for identical assets or liabilities. ā ā Level 2 ā 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. ā ā Level 3 ā 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. CONCENTRATION OF CREDIT RISK There were no tenants who accounted for more than 10% of total revenues during the three months ended March 31, 2022. Certain of the tenants in the portfolio accounted for more than 10% of total revenues during the three months ended March 31, 2021, which tenants included Wells Fargo Bank and Hilton Grand Vacations, representing 14% and 11% of total revenues, respectively. ā As of March 31, 2022 and December 31, 2021, 19% and 20%, respectively, of the Companyās real estate portfolio, based on square footage, was located in the state of Texas. ā ā ā |
PROPERTY PORTFOLIO
PROPERTY PORTFOLIO | 3 Months Ended |
Mar. 31, 2022 | |
PROPERTY PORTFOLIO | |
PROPERTY PORTFOLIO | NOTE 3. PROPERTY PORTFOLIO As of March 31, 2022, the Companyās property portfolio consisted of 129 properties with total square footage of 3.5 million. ā Leasing revenue consists of long-term rental revenue from retail and office properties, which is recognized as earned, using the straight-line method over the life of each lease. Lease payments below include straight-line base rental revenue as well as the non-cash accretion of above and below market lease amortization. The variable lease payments are comprised of percentage rent payments and reimbursements from tenants for common area maintenance, insurance, real estate taxes, and other operating expenses. ā The components of leasing revenue are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā Three Months Ended ā ā March 31, 2022 ā March 31, 2021 Lease Income ā ā ā ā ā ā Lease Payments ā $ 9,731 ā $ 5,446 Variable Lease Payments ā ā 1,068 ā ā 444 Total Lease Income ā $ 10,799 ā $ 5,890 ā Minimum Future Rental Receipts. ā ā ā ā Year Ending December 31, Amounts Remainder of 2022 ā $ 30,798 2023 ā ā 40,560 2024 ā ā 39,514 2025 ā ā 38,013 2026 ā ā 34,211 2027 ā ā 31,258 2028 and Thereafter (Cumulative) ā ā 109,721 Total ā $ 324,075 ā 2022 Activity. ā 2021 Activity. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 4. FAIR VALUE OF FINANCIAL INSTRUMENTS The following table presents the carrying value and estimated fair value of the Companyās financial instruments not carried at fair value on the consolidated balance sheets at March 31, 2022 and December 31, 2021 (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā March 31, 2022 ā December 31, 2021 ā Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Cash and Cash Equivalents - Level 1 ā $ 2,244 ā $ 2,244 ā $ 8,851 ā $ 8,851 Restricted Cash - Level 1 ā $ 691 ā $ 691 ā $ 646 ā $ 646 Long-Term Debt - Level 2 ā $ 318,814 ā $ 319,346 ā $ 267,740 ā $ 272,637 ā 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 tables present the fair value of assets measured on a recurring basis by level as of March 31, 2022 and December 31, 2021 (in thousands). See Note 10, āInterest Rate Swapsā for further disclosure related to the Companyās interest rate swaps. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair Value at Reporting Date Using ā Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) March 31, 2022 ā ā ā ā ā ā ā ā ā ā ā ā 2026 Term Loan Interest Rate Swap (1) ā $ 3,782 ā $ ā ā $ 3,782 ā $ ā 2027 Term Loan Interest Rate Swap (2) ā $ 4,972 ā $ ā ā $ 4,972 ā $ ā December 31, 2021 ā ā ā ā ā ā ā ā ā ā ā ā 2026 Term Loan Interest Rate Swap (1) ā $ 945 ā $ ā ā $ 945 ā $ ā 2027 Term Loan Interest Rate Swap (2) ā $ 977 ā $ ā ā $ 977 ā $ ā (1) Effective May 21, 2021, the Company utilized interest rate swaps to fix LIBOR and achieve a weighted average fixed interest rate of 0.81% plus the applicable spread on the $60.0 million 2026 Term Loan (hereinafter defined) balance. (2) Effective September 30, 2021, the Company utilized interest rate swaps, inclusive of its redesignation of the existing $50.0 million interest rate swap entered into as of April 30, 2020, to fix LIBOR and achieve a weighted average fixed interest rate of 0.53% plus the applicable spread on the $80.0 million 2027 Term Loan (hereinafter defined) balance. On September 30, 2021, the Company entered into an additional interest rate swap to extend the fixed interest rate through maturity on January 31, 2027 . ā |
INTANGIBLE ASSETS AND LIABILITI
INTANGIBLE ASSETS AND LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
INTANGIBLE ASSETS AND LIABILITIES | |
INTANGIBLE ASSETS AND LIABILITIES | NOTE 5. 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 March 31, 2022 and December 31, 2021 (in thousands): ā ā ā ā ā ā ā ā ā ā As of ā ā March 31, 2022 ā December 31, 2021 Intangible Lease Assets: ā ā ā ā ā ā Value of In-Place Leases ā $ 50,140 ā $ 45,301 Value of Above Market In-Place Leases ā ā 4,022 ā ā 3,623 Value of Intangible Leasing Costs ā ā 21,368 ā ā 19,066 Sub-total Intangible Lease Assets ā ā 75,530 ā ā 67,990 Accumulated Amortization ā ā (11,410) ā ā (9,169) Sub-total Intangible Lease AssetsāNet ā ā 64,120 ā ā 58,821 Intangible Lease Liabilities: ā ā ā ā ā ā Value of Below Market In-Place Leases ā ā (7,379) ā ā (6,397) Sub-total Intangible Lease Liabilities ā ā (7,379) ā ā (6,397) Accumulated Amortization ā ā 1,137 ā ā 921 Sub-total Intangible Lease LiabilitiesāNet ā ā (6,242) ā ā (5,476) Total Intangible Assets and LiabilitiesāNet ā $ 57,878 ā $ 53,345 ā The following table reflects the net amortization of intangible assets and liabilities during the three months ended March 31, 2022 and 2021 (in thousands): ā ā ā ā ā ā ā ā ā Three Months Ended ā ā March 31, 2022 ā March 31, 2021 Amortization Expense ā $ 2,126 ā $ 1,194 Accretion to Properties Revenue ā ā (101) ā ā (41) Net Amortization of Intangible Assets and Liabilities ā $ 2,025 ā $ 1,153 ā The estimated future amortization expense (income) related to net intangible assets and liabilities is as follows (in thousands): ā ā ā ā ā ā ā ā ā ā Year Ending December 31, ā Future Amortization Expense ā Future Accretion to Property Revenue ā Net Future Amortization of Intangible Assets and Liabilities Remainder of 2022 ā $ 6,870 ā $ (341) ā $ 6,529 2023 ā ā 8,924 ā ā (456) ā ā 8,468 2024 ā ā 8,558 ā ā (436) ā ā 8,122 2025 ā ā 7,886 ā ā (398) ā ā 7,488 2026 ā ā 6,762 ā ā (248) ā ā 6,514 2027 ā ā 5,572 ā ā (233) ā ā 5,339 2028 and Thereafter ā ā 15,914 ā ā (496) ā ā 15,418 Total ā $ 60,486 ā $ (2,608) ā $ 57,878 ā As of March 31, 2022, the weighted average amortization period of both the total intangible assets and liabilities was 9.0 years. ā |
OTHER ASSETS
OTHER ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
OTHER ASSETS. | |
OTHER ASSETS | NOTE 6. OTHER ASSETS Other assets consisted of the following (in thousands): ā ā ā ā ā ā ā ā ā As of ā ā March 31, 2022 ā December 31, 2021 Tenant ReceivablesāNet of Allowance for Doubtful Accounts (1) ā $ 212 ā $ 790 Accrued Unbilled Tenant Receivables ā ā 610 ā ā 553 Prepaid Insurance ā ā 434 ā ā 616 Deposits on Acquisitions ā ā 590 ā ā 350 Prepaid Expenses, Deposits, and Other ā ā 1,755 ā ā 1,496 Deferred Financing CostsāNet ā ā 406 ā ā 469 Interest Rate Swaps ā ā 8,754 ā ā 2,095 Operating Leases - Right-of-Use Asset (2) ā ā 1,827 ā ā ā Total Other Assets ā $ 14,588 ā $ 6,369 (1) Includes $0.3 million allowance for doubtful accounts as of March 31, 2022 and December 31, 2021. (2) See Note 7, āOperating Land Leasesā for further disclosure related to the Companyās right-of-use asset balance as of March 31, 2022. ā |
OPERATING LAND LEASES
OPERATING LAND LEASES | 3 Months Ended |
Mar. 31, 2022 | |
OPERATING LAND LEASES | |
OPERATING LAND LEASES | NOTE 7. OPERATING LAND LEASES The Company is the lessee under operating land leases for certain of its properties. FASB ASC Topic 842, Leases lease ā The Companyās operating land leases do not include variable lease payments and generally provide renewal options, at the Companyās election, to extend the terms of the respective leases. Renewal option periods are included in the calculation of the right-of-use assets and corresponding lease liabilities when it is reasonably certain that the Company, as lessee, will exercise the option to extend the lease. ā Amortization of right-of-use assets for operating land leases is recognized on a straight-line basis over the term of the lease and is included within real estate expenses in the consolidated statements of operations. Amortization totaled less than $0.01 million during the three months ended March 31, 2022, with no such expense recognized during the three months ended March 31, 2021. ā The following table reflects a summary of operating land leases, under which the Company is the lessee, for the three months ended March 31, 2022 and 2021 (in thousands): ā ā ā ā ā ā ā ā ā ā Three Months Ended ā ā March 31, 2022 ā March 31, 2021 Operating Cash Outflows ā $ 0.01 ā $ ā Weighted Average Remaining Lease Term ā ā 8.5 ā ā ā Weighted Average Discount Rate ā ā 2.0 % ā ā ā ā ā ā ā ā Minimum future lease payments under non-cancelable operating land leases, having remaining terms in excess of one year subsequent to March 31, 2022, are summarized as follows (in thousands): ā ā ā ā ā Year Ending December 31, ā ā Remainder of 2022 ā $ 192 2023 ā ā 257 2024 ā ā 251 2025 ā ā 192 2026 ā ā 202 2027 ā ā 202 2028 and Thereafter ā ā 692 Total Lease Payments ā $ 1,988 Imputed Interest ā ā (161) Operating Leases ā Liability ā $ 1,827 ā |
ACCOUNTS PAYABLE, ACCRUED EXPEN
ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES | |
ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES | NOTE 8. ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES Accounts payable, accrued expenses and other liabilities consisted of the following (in thousands): ā ā ā ā ā ā ā ā ā ā As of ā ā March 31, 2022 ā December 31, 2021 Accounts Payable ā $ 181 ā $ 213 Accrued Expenses ā ā 1,049 ā ā 676 Due to CTO ā ā 924 ā ā 1,301 Interest Rate Swap ā ā ā ā ā 173 Operating Leases - Liability (1) ā ā 1,827 ā ā ā Total Accounts Payable, Accrued Expenses, and Other Liabilities ā $ 3,981 ā $ 2,363 (1) See Note 7, āOperating Land Leasesā for further disclosure related to the Companyās operating lease liability balance as of March 31, 2022. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2022 | |
LONG-TERM DEBT | |
LONG-TERM DEBT | NOTE 9. LONG-TERM DEBT As of March 31, 2022, the Companyās outstanding indebtedness, at face value, was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā Face Value Debt ā Stated Interest Rate ā Maturity Date Credit Facility ā $ 150,000 ā 30-Day LIBOR + ā November 2023 2026 Term Loan (1) ā ā 60,000 ā 30-Day LIBOR + ā May 2026 2027 Term Loan (2) ā ā 80,000 ā 30-Day LIBOR + ā January 2027 Mortgage Note Payable ā CMBS Portfolio ā ā 30,000 ā 4.33% ā October 2034 Total Debt/Weighted-Average Rate ā $ 320,000 ā 2.35% ā ā (1) Effective May 21, 2021, the Company utilized interest rate swaps to fix LIBOR and achieve a weighted average fixed interest rate of 0.81% plus the applicable spread on the $60.0 million 2026 Term Loan (hereinafter defined) balance. See Note 10, āInterest Rate Swapsā for further disclosure related to the Companyās interest rate swaps. (2) Effective September 30, 2021, the Company utilized interest rate swaps, inclusive of the existing $50.0 million interest rate swap entered into as of April 30, 2020, to fix LIBOR and achieve a weighted average fixed interest rate of 0.53% plus the applicable spread on the $80.0 million 2027 Term Loan (hereinafter defined) balance. On September 30, 2021, the Company entered into an additional interest rate swap to extend the fixed interest rate through maturity on January 31, 2027. See Note 10, āInterest Rate Swapsā for further disclosure related to the Companyās interest rate swaps. ā ā Credit Facility. ā On June 30, 2020, the Company and the Operating Partnership executed the first amendment to the Credit Facility Credit Agreement whereby the tangible net worth covenant was adjusted to be more reflective of market terms. ā On October 16, 2020, the Company and the Operating Partnership executed the second amendment to the Credit Facility (the āSecond Amendmentā), with the addition of two lenders, Huntington National Bank and Truist Bank. As a result of the Second Amendment, the Credit Facility has a total borrowing capacity of $150.0 million with the ability to increase that capacity up to $200.0 million during the term, utilizing an accordion feature, subject to lender approval. ā On May 19, 2021, the Company and the Operating Partnership executed the third amendment to the Credit Facility (the āThird Amendmentā). Among other things, the Third Amendment revised the Credit Facility Credit Agreement to provide that as of the last day of each fiscal quarter, the Operating Partnership shall not permit the ratio of Unsecured Indebtedness to Borrowing Base Value (as defined in the Credit Facility Credit Agreement) to be greater than 0.60 to 1:00. Prior to the Third Amendment, the Credit Facility Credit Agreement provided that as of the last day of each fiscal quarter, the Operating Partnership could not permit the ratio of Total Indebtedness to Total Asset Value (as defined in the Credit Facility Credit Agreement) to be greater than 0.60 to 1:00. ā Pursuant to the Credit Facility 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 Facility Credit Agreement. The Credit Facility also accrues a fee of 15 to 25 basis points for any unused portion of the borrowing capacity based on whether the unused portion is greater or less than 50% of the total borrowing capacity. ā ā At March 31, 2022, the current commitment level under the Credit Facility was $150.0 million and the Company had an outstanding balance of $150.0 million. Subsequent to March 31, 2022, the Company exercised its accordion options on the 2026 and 2027 Term Loans to pay down the balance on the Credit Facility by an aggregate of $60.0 million. ā 2026 Term Loan. ā 2027 Term Loan. Capital Markets Inc., Regions Capital Markets, and U.S. Bank National Association acted as joint lead arrangers, with KeyBanc Capital Markets Inc. as sole book runner, and KeyBank National Association as administrative agent. KeyBank National Association, Regions Bank, U.S. Bank National Association, Bank of Montreal, Raymond James Bank, and The Huntington National Bank are lenders under the 2027 Term Loan. In addition, the Operating Partnership may request up to three incremental term loan commitments in an aggregate amount, together with the Term Commitment, not to exceed $200.0 million. ā Mortgage Notes Payable. ā Long-term debt as of March 31, 2022 and December 31, 2021 consisted of the following (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā March 31, 2022 ā December 31, 2021 ā Total Due Within One Year Total Due Within One Year Credit Facility ā $ 150,000 ā $ ā ā $ 99,000 ā $ ā 2026 Term Loan ā ā 60,000 ā ā ā ā ā 60,000 ā ā ā 2027 Term Loan ā ā 80,000 ā ā ā ā ā 80,000 ā ā ā Mortgage Note Payable ā CMBS Portfolio ā ā 30,000 ā ā ā ā ā 30,000 ā ā ā Financing Costs, net of Accumulated Amortization ā ā (1,186) ā ā ā ā ā (1,260) ā ā ā Total Long-Term Debt ā $ 318,814 ā $ ā ā $ 267,740 ā $ ā ā Payments applicable to reduction of principal amounts as of March 31, 2022 will be required as follows (in thousands): ā ā ā ā ā Year Ending December 31, Amount Remainder of 2022 ā $ ā 2023 ā ā 150,000 2024 ā ā ā 2025 ā ā ā 2026 ā ā 60,000 2027 ā ā 80,000 2028 and Thereafter ā ā 30,000 Total Long-Term Debt - Face Value ā $ 320,000 ā The carrying value of long-term debt as of March 31, 2022 consisted of the following (in thousands): ā ā ā ā ā ā Total Current Face Amount ā $ 320,000 Financing Costs, net of Accumulated Amortization ā ā (1,186) Total Long-Term Debt ā $ 318,814 ā In addition to the $1.2 million of financing costs, net of accumulated amortization included in the table above, as of March 31, 2022, the Company also had financing costs, net of accumulated amortization related to the Credit Facility of $0.4 million which is included in other assets on the consolidated balance sheets. These costs are amortized on a straight-line basis over the term of the Credit Facility and are included in interest expense in the consolidated statements of operations. ā ā ā ā ā ā The following table reflects a summary of interest expense incurred and paid during the three months ended March 31, 2022 and 2021 (in thousands): ā ā ā ā ā ā ā ā ā ā Three Months Ended ā ā March 31, 2022 ā March 31, 2021 Interest Expense ā $ 1,555 ā $ 490 Amortization of Deferred Financing Costs to Interest Expense ā ā 125 ā ā 65 Total Interest Expense ā $ 1,680 ā $ 555 ā ā ā ā ā ā ā Total Interest Paid ā $ 1,512 ā $ 482 ā The Company was in compliance with all of its debt covenants as of March 31, 2022. |
INTEREST RATE SWAPS
INTEREST RATE SWAPS | 3 Months Ended |
Mar. 31, 2022 | |
INTEREST RATE SWAPS. | |
INTEREST RATE SWAPS | NOTE 10. INTEREST RATE SWAPS The Company has entered into interest rate swap agreements to hedge against changes in future cash flows resulting from fluctuating interest rates related to the below noted borrowings. The interest rate agreements were 100% effective during the three months ended March 31, 2022. Accordingly, the changes in fair value on the interest rate swaps have been classified in accumulated other comprehensive income (loss). The fair value of the interest rate swap agreements are included in other assets and accrued and other liabilities, respectively, on the consolidated balance sheets. Information related to the Companyās interest rate swap agreements are noted below (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā Hedged Item ā Effective Date ā Maturity Date ā Rate ā Amount ā Fair Value as of March 31, 2022 2026 Term Loan (1) ā 5/21/2021 ā 5/21/2026 ā 0.81% + applicable spread ā $ 60,000 ā $ 3,782 2027 Term Loan (2) ā 9/30/2021 ā 11/26/2024 ā 0.53% + applicable spread ā $ 80,000 ā $ 4,009 2027 Term Loan (3) ā 11/26/2024 ā 1/31/2027 ā 1.60% + applicable spread ā $ 80,000 ā $ 963 (1) Effective May 21, 2021, the Company utilized interest rate swaps to fix LIBOR and achieve a weighted average fixed interest rate of 0.81% plus the applicable spread on the $60.0 million 2026 Term Loan balance. (2) Effective September 30, 2021, the Company utilized interest rate swaps, inclusive of its redesignation of the existing $50.0 million interest rate swap entered into as of April 30, 2020, to fix LIBOR and achieve a weighted average fixed interest rate of 0.53% plus the applicable spread on the $80.0 million 2027 Term Loan balance. (3) The interest rate swap agreement hedges the $80.0 million 2027 Term Loan balance under different terms and commences concurrent to the interest rate agreements maturing on November 26, 2024. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
EQUITY | |
EQUITY | NOTE 11. EQUITY SHELF REGISTRATION ā On December 1, 2020, the Company filed a shelf registration statement on Form S-3, relating to the registration and potential issuance of its common stock, preferred stock, warrants, rights, and units with a maximum aggregate offering price of up to $350.0 million. The Securities and Exchange Commission declared the Form S-3 effective on December 11, 2020. ā ATM PROGRAM ā On December 14, 2020, the Company implemented a $100.0 million āat-the-marketā equity offering program (the ā2020 ATM Programā) pursuant to which the Company may sell, from time to time, shares of the Companyās common stock. During the three months ended March 31, 2022, the Company sold 314,671 shares under the 2020 ATM Program for gross proceeds of $6.2 million at a weighted average price of $19.65 per share, generating net proceeds of $6.1 million after deducting transaction fees totaling $0.1 million. During the three months ended March 31, 2021, the Company sold 434,201 shares under the 2020 ATM Program for gross proceeds of $7.9 million at a weighted average price of $18.25 per share, generating net proceeds of $7.8 million after deducting transaction fees totaling $0.1 million. ā ā FOLLOW-ON PUBLIC OFFERING ā In June 2021, the Company completed a follow-on public offering of shares of common stock, which included the full exercise of the underwritersā option to purchase an additional 420,000 shares of common stock. Upon closing, the Company issued 3,220,000 shares and received net proceeds of $54.3 million, after deducting the underwriting discount and expenses. ā NONCONTROLLING INTEREST ā As of March 31, 2022, CTO holds, directly and indirectly, a 9.1% noncontrolling ownership interest in the Operating Partnership as a result of 1,223,854 OP Units issued to CTO at the time of the Companyās Formation Transactions, as further described in Note 1, āBusiness and Organization.ā An additional 3.5% noncontrolling ownership interest is held by an unrelated third party in connection with the issuance of 479,640 OP Units valued at $9.0 million in the aggregate, or $18.85 per unit. The issuance of 479,640 OP Units includes (i) 424,951 OP Units issued as consideration for the portfolio of nine net lease properties acquired on June 30, 2021 and (ii) 54,689 OP Units issued as consideration for the acquisition of one net lease property on July 12, 2021. ā DIVIDENDS The Company has elected to be taxed as a REIT for U.S. federal income tax purposes under the Code. To qualify as a REIT, the Company must annually distribute, at a minimum, an amount equal to 90% of its taxable income, determined without regard to the deduction for dividends paid and 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 Company. 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 months ended March 31, 2022 and 2021, the Company declared and paid cash dividends on its common stock and OP Units of $0.27 per share and $0.24 per share, respectively. ā |
COMMON STOCK AND EARNINGS PER S
COMMON STOCK AND EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2022 | |
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 for the period by the weighted average number of shares of common stock outstanding for the period. 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. ā The following is a reconciliation of basic and diluted earnings per common share (in thousands, except share and per share data): ā ā ā ā ā ā ā ā ā Three Months Ended ā ā March 31, 2022 ā March 31, 2021 Net Income Attributable to Alpine Income Property Trust, Inc. ā $ 806 ā $ 440 ā ā ā ā ā ā ā Weighted Average Number of Common Shares Outstanding ā ā 11,662,697 ā ā 7,565,429 Weighted Average Number of Common Shares Applicable to OP Units using Treasury Stock Method (1) ā ā 1,703,494 ā ā 1,223,854 Total Shares Applicable to Diluted Earnings per Share ā ā 13,366,191 ā ā 8,789,283 ā ā ā ā ā ā ā Per Common Share Data: ā ā ā ā ā ā Net Income Attributable to Alpine Income Property Trust, Inc. ā ā ā ā ā ā Basic ā $ 0.07 ā $ 0.06 Diluted ā $ 0.06 ā $ 0.05 (1) Represents shares underlying OP units including (i) 1,223,854 shares underlying OP Units issued to CTO in connection with our Formation Transactions and (ii) 479,640 shares underlying OP Units issued to an unrelated third party in connection with the acquisition of ten net lease properties during the year ended December 31, 2021 (see Note 11, āEquityā) . |
SHARE REPURCHASES
SHARE REPURCHASES | 3 Months Ended |
Mar. 31, 2022 | |
SHARE REPURCHASES | |
SHARE REPURCHASES | NOTE 13. SHARE REPURCHASES ā In March 2020, the Board approved a $5.0 million stock repurchase program (the ā$5.0 Million Repurchase Programā). 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 $5.0 million, or an average price per share of $11.02, which completed the $5.0 Million Repurchase Program. There were no repurchases of the Companyās common stock during the three months ended March 31, 2022. ā |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | NOTE 14. STOCK-BASED COMPENSATION In connection with the closing of the IPO, the Company adopted the Individual Equity Incentive Plan (the āIndividual Planā) and the Manager Equity Incentive Plan (the āManager Planā), 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 Managerās management team and employees who perform services for the Company, the Companyās independent directors, advisers, consultants and other personnel, either individually or via grants of incentive equity to the Manager. ā On November 26, 2019, the Company granted restricted shares of common stock to each of the inaugural non-employee directors under the Individual Plan. Each of the inaugural 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. As of December 31, 2021, the first and second increments of this award had vested, leaving 2,668 shares unvested. 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 āHolding Periodā). During the Holding Period, the restricted shares may not be sold, pledged or otherwise transferred by the grantee. Except for the one-time IPO-related grant of these 8,000 restricted shares of common stock, and the quarterly common stock grants to the non-employee directors in lieu of cash retainer fees (pursuant to the directorsā annual election under the Companyās Non-Employee Director Compensation Policy), 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 compensation committee of the Board. The 2019 non-employee director share awards had an aggregate grant date fair value of $0.2 million. The Companyās 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 Companyās 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 Companyās consolidated statements of operations. Award forfeitures are accounted for in the period in which they occur. During each of the three months ended March 31, 2022 and 2021, the Company recognized stock compensation expense totaling $0.01 million. ā A summary of activity for these awards during the three months ended March 31, 2022 is presented below: ā ā ā ā ā ā ā ā Non-Vested Restricted Shares ā Shares Wtd. Avg. Fair Value Non-Vested at January 1, 2022 ā ā 2,668 ā $ 18.80 Granted ā ā ā ā ā ā Vested ā ā ā ā ā ā Expired ā ā ā ā ā ā Forfeited ā ā ā ā ā ā Non-Vested at March 31, 2022 ā ā 2,668 ā $ 18.80 ā As of March 31, 2022, there was $0.03 million of unrecognized compensation cost related to the three-year vest restricted shares, which will be recognized over a remaining period of 0.7 years. ā 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 Companyās common stock as of the last business day of the calendar quarter, rounded down to the nearest whole number of shares. During the three months ended March 31, 2022, the expense recognized for the value of the Companyās common stock received by non-employee directors totaled $0.07 million, or 3,514 shares, which were issued on April 1, 2022. During the three months ended March 31, 2021, the expense recognized for the value of the Companyās common stock received by non-employee directors totaled $0.06 million, or 3,453 shares, which were issued on April 1, 2021. ā Stock compensation expense for the three months ended March 31, 2022 and 2021 is summarized as follows (in thousands): ā ā ā ā ā ā ā ā ā ā Three Months Ended ā ā March 31, 2022 ā March 31, 2021 Stock Compensation Expense ā Director Restricted Stock ā $ 13 ā $ 12 Stock Compensation Expense ā Director Retainers Paid in Stock ā ā 66 ā ā 61 Total Stock Compensation Expense ā $ 79 ā $ 73 ā |
RELATED PARTY MANAGEMENT COMPAN
RELATED PARTY MANAGEMENT COMPANY | 3 Months Ended |
Mar. 31, 2022 | |
RELATED PARTY MANAGEMENT COMPANY | |
RELATED PARTY MANAGEMENT COMPANY | NOTE 15. RELATED PARTY MANAGEMENT COMPANY ā We are externally managed by the Manager, a wholly owned subsidiary of CTO. Subsequent to the IPO, CTO purchased an aggregate 12,853 shares of PINE common stock in the open market including (i) 4,765 shares purchased during the three months ended March 31, 2022 for $0.09 million, or an average price per share of $18.47 and (ii) 8,088 shares purchased during the year ended December 31, 2021 for $0.1 million, or an average price per share of $17.65. As of March 31, 2022, CTO owns, in the aggregate, 1,223,854 OP Units and 828,643 shares of PINE common stock, inclusive of (i) 394,737 shares of common stock totaling $7.5 million issued in connection with the CTO Private Placement, (ii) 421,053 shares of common stock totaling $8.0 million issued in connection with the IPO, and (iii) 12,853 shares of common stock totaling $0.2 million purchased by CTO subsequent to the IPO. The aggregate 1,223,854 OP Units and 828,643 shares of PINE common stock held by CTO represent an investment totaling $38.6 million, or 15.2% of PINEās outstanding equity, as of March 31, 2022. Management Agreement ā On November 26, 2019, the Operating Partnership and PINE entered into a management agreement with the Manager (the āManagement Agreementā). 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 the Board and in accordance with the investment guidelines approved and monitored by the Board. We pay our Manager a base management fee equal to 0.375% per quarter of our ātotal equityā (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 āOutperformance Amountā) subject to a high-water mark price. We would pay our Manager an incentive fee 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. No incentive fee was due for the year ended December 31, 2021. 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 review our Managerās performance and the management fees annually and, following the initial term, the Management Agreement may be terminated annually upon the affirmative vote of two two We pay directly or reimburse our Manager for certain expenses, if incurred by our Manager. We do not reimburse any compensation expenses incurred by our Manager or its affiliates. Expense reimbursements to our Manager are made in cash on a quarterly basis following the end of each quarter. In addition, we pay all of our operating expenses, except those specifically required to be borne by our Manager pursuant to the Management Agreement. ā The Company incurred management fee expenses totaling $0.9 million and $0.6 million during the three months ended March 31, 2022 and 2021, respectively. The Company also paid dividends on the common stock and OP Units owned by affiliates of the Manager in the amount of $0.6 million and $0.5 million for the three months ended March 31, 2022 and 2021, respectively. ā The following table represents amounts due to (from) CTO (in thousands): ā ā ā ā ā ā ā ā ā ā As of Description March 31, 2022 December 31, 2021 Management Fee due to CTO ā $ 936 ā $ 913 Other ā ā (12) ā ā 388 Total (1) ā $ 924 ā $ 1,301 (1) Included in accrued expenses, see Note 8, āAccounts Payable, Accrued Expenses, and Other Liabilitiesā. ā ROFO Agreement On November 26, 2019, PINE also entered into an Exclusivity and Right of First Offer Agreement with CTO (the āROFO Agreementā). During the term of the ROFO Agreement, CTO will not, and will cause each of its affiliates (which for purposes of the ROFO Agreement will not include our company and our subsidiaries) not to, acquire, directly or indirectly, a single-tenant, net leased property, unless CTO has notified us of the opportunity and we have affirmatively rejected the opportunity to acquire the applicable property or properties. The terms of the ROFO Agreement do not restrict CTO or any of its affiliates from providing financing for a third partyās acquisition of single-tenant, net leased properties or from developing and owning any single-tenant, net leased property. Pursuant to the ROFO Agreement, neither CTO nor any of its affiliates (which for purposes of the 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 the IPO or that is developed and owned by CTO or any of its affiliates after the closing date of the IPO, without first offering us the right to purchase such property. The term of the ROFO Agreement will continue for so long as the Management Agreement with our Manager is in effect. On April 6, 2021, the Company entered into a purchase and sale agreement with a certain subsidiary of CTO for the purchase of one net lease property for $11.5 million. The acquisition was completed on April 23, 2021. ā On April 2, 2021, the Company entered into a purchase and sale agreement with certain subsidiaries of CTO for the purchase of the CMBS Portfolio. The terms of the purchase and sale agreement, as amended on April 20, 2021, provided a total purchase price of $44.5 million for the CMBS Portfolio. The acquisition of the CMBS Portfolio was completed on June 30, 2021. ā On January 5, 2022, the Company entered into a purchase and sale agreement with a certain subsidiary of CTO for the purchase of one net lease property for $6.9 million. The acquisition was completed on January 7, 2022. ā The entry into these purchase and sale agreements, and subsequent completion of the related acquisitions, are a result of the Company exercising its right to purchase the aforementioned properties under the ROFO Agreement. ā Conflicts of Interest ā 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 CTOās 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. ā 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 CTOās 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. ā We may acquire or sell net leased properties that would potentially fit the investment criteria for our Manager or its affiliates. Similarly, our Manager or its affiliates may acquire or sell net leased properties that would potentially fit our investment criteria. Although such acquisitions or dispositions could 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 of assets. If we acquire a net leased property from CTO or one of its affiliates or sell a 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 armās length negotiations with an unaffiliated third party. ā 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 the Board, our Manager is entitled to be paid a base management fee that is based on our ātotal equityā (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. ā 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. ā Additionally, the ROFO Agreement does contain exceptions to CTOās exclusivity for opportunities that include only an incidental interest in single-tenant, net leased properties. Accordingly, the 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 | 3 Months Ended |
Mar. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 16. COMMITMENTS AND CONTINGENCIES ā LEGAL PROCEEDINGS ā From time to time, the Company may be a party to certain legal proceedings, incidental to the normal course of business. The Company is not currently a party to any pending or threatened legal proceedings that we believe could have a material adverse effect on the Companyās business or financial condition. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 17. SUBSEQUENT EVENTS ā The Company reviewed all subsequent events and transactions through April 21, 2022 the date the consolidated financial statements were issued. ā Term Loans ā On April 14, 2022, the Company exercised the 2026 and 2027 Term Loan accordion options for $40.0 million and $20.0 million, respectively, increasing aggregate lender commitments and borrowings to $100.0 million under each Term Loan. The total $60.0 million proceeds were utilized to pay down the Companyās Credit Facility. ā Property Disposition ā On April 14, 2022, the Company completed the sale of the property located in Portland, Oregon, leased to Wells Fargo for a sales price of $38.8 million, representing a gain of $7.0 million. Proceeds from the sale were utilized as part of a reverse 1031 like-kind exchange transaction. ā There were no other reportable subsequent events or transactions. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
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 accounting principles generally accepted in the United States of America (āGAAPā) 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. ā 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 PINEās investment in 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. |
LONG-LIVED ASSETS | LONG-LIVED ASSETS The Company follows Financial Accounting Standards Board (āFASBā) Accounting Standards Codification (āASCā) Topic 360-10, Property, Plant, and Equipment, ā |
PURCHASE ACCOUNTING FOR ACQUISITIONS OF REAL ESTATE SUBJECT TO A LEASE AND SALES OF REAL ESTATE | PURCHASE ACCOUNTING FOR ACQUISITIONS OF REAL ESTATE SUBJECT TO A LEASE Clarifying the Definition of a Business In accordance with FASB guidance, 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. 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. 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 the management believes that it is likely that the tenant will renew the lease upon expiration, in which case the Company amortizes the value attributable to the renewal over the renewal period. The value of in-place leases and leasing costs are 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. ā SALES OF REAL ESTATE ā When properties are disposed of, the related cost basis of the real estate, intangible lease assets, and intangible lease liabilities, net of accumulated depreciation and/or amortization, and any accrued straight-line rental income balance for the underlying operating leases are removed, and gains or losses from the dispositions are reflected in net income within gains on dispositions of assets. In accordance with the FASB guidance, gains or losses on sales of real estate are generally recognized using the full accrual method. |
PROPERTY LEASE REVENUE | PROPERTY LEASE REVENUE The rental arrangements associated with the Companyās 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 Companyās leases provide for reimbursement from tenants for variable lease payments including common area maintenance, insurance, real estate taxes, and other operating expenses. A portion of our variable lease payment revenue is estimated each period and is recognized as rental income in the period the recoverable costs are incurred and accrued. ā The collectability of tenant receivables and straight-line rent adjustments is determined based on, among other things, the aging of the tenant receivable, managementās evaluation of credit risk associated with the tenant and industry of the tenant, and a review of specifically identified accounts using judgment. As of March 31, 2022 and December 31, 2021, the Companyās allowance for doubtful accounts totaled $0.3 million. ā |
OPERATING LAND LEASE EXPENSE | OPERATING LAND LEASE EXPENSE The Company is the lessee under operating land leases for certain of its properties, which leases are classified as operating leases pursuant to FASB ASC Topic 842, Leases |
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 Companyās bank balances as of March 31, 2022 and December 31, 2021 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. |
RESTRICTED CASH | RESTRICTED CASH ā Restricted cash totaled $0.7 million at March 31, 2022 which is being held in a capital replacement and leasing commissions reserve account in connection with our financing of six properties. |
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITY | DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITY ā The Company accounts for its cash flow hedging derivatives in accordance with FASB ASC Topic 815-20, Derivatives and Hedging ā The Company documented the relationship between the hedging instruments and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge transactions. At the hedgesā inception, the Company assessed whether the derivatives that are used in hedging the transactions are highly effective in offsetting changes in cash flows of the hedged items, and will continue to do so on a quarterly basis. ā Changes in fair value of the hedging instruments that are highly effective and designated and qualified as cash-flow hedges are recorded in other comprehensive income and loss, until earnings are affected by the variability in cash flows of the designated hedged items (see Note 10, āInterest Rate Swapsā). |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS ā The carrying amounts of the Companyās financial assets and liabilities including cash and cash equivalents, restricted cash, accounts receivable included in other assets, accounts payable, and accrued expenses and other liabilities approximate fair value because of the short maturity of these instruments. The carrying value of the Credit Facility, hereinafter defined, approximates current market rates for revolving credit arrangements with similar risks and maturities. The Company estimates the fair value of its mortgage note payable and term loans based on incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity and on the discounted estimated future cash payments to be made for other debt. The discount rate used to calculate the fair value of debt approximates current lending rates for loans and assumes the debt is outstanding through maturity. Since such amounts are estimates that are based on limited available market information for similar transactions, which is a Level 2 non-recurring measurement, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument. |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS ā The Companyās 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: ā ā Level 1 ā Valuation is based upon quoted prices in active markets for identical assets or liabilities. ā ā Level 2 ā 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. ā ā Level 3 ā 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. |
CONCENTRATION OF CREDIT RISK | CONCENTRATION OF CREDIT RISK There were no tenants who accounted for more than 10% of total revenues during the three months ended March 31, 2022. Certain of the tenants in the portfolio accounted for more than 10% of total revenues during the three months ended March 31, 2021, which tenants included Wells Fargo Bank and Hilton Grand Vacations, representing 14% and 11% of total revenues, respectively. ā As of March 31, 2022 and December 31, 2021, 19% and 20%, respectively, of the Companyās real estate portfolio, based on square footage, was located in the state of Texas. ā |
PROPERTY PORTFOLIO (Tables)
PROPERTY PORTFOLIO (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
PROPERTY PORTFOLIO | |
Schedule of components of leasing revenue | The components of leasing revenue are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā Three Months Ended ā ā March 31, 2022 ā March 31, 2021 Lease Income ā ā ā ā ā ā Lease Payments ā $ 9,731 ā $ 5,446 Variable Lease Payments ā ā 1,068 ā ā 444 Total Lease Income ā $ 10,799 ā $ 5,890 |
Schedule of minimum future base rental revenue on non-cancelable leases | Minimum Future Rental Receipts. ā ā ā ā Year Ending December 31, Amounts Remainder of 2022 ā $ 30,798 2023 ā ā 40,560 2024 ā ā 39,514 2025 ā ā 38,013 2026 ā ā 34,211 2027 ā ā 31,258 2028 and Thereafter (Cumulative) ā ā 109,721 Total ā $ 324,075 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
Schedule of carrying value and estimated fair value of financial instruments | The following table presents the carrying value and estimated fair value of the Companyās financial instruments not carried at fair value on the consolidated balance sheets at March 31, 2022 and December 31, 2021 (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā March 31, 2022 ā December 31, 2021 ā Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Cash and Cash Equivalents - Level 1 ā $ 2,244 ā $ 2,244 ā $ 8,851 ā $ 8,851 Restricted Cash - Level 1 ā $ 691 ā $ 691 ā $ 646 ā $ 646 Long-Term Debt - Level 2 ā $ 318,814 ā $ 319,346 ā $ 267,740 ā $ 272,637 |
Schedule of fair value of assets (liabilities) measured on recurring basis by Level | The following tables present the fair value of assets measured on a recurring basis by level as of March 31, 2022 and December 31, 2021 (in thousands). See Note 10, āInterest Rate Swapsā for further disclosure related to the Companyās interest rate swaps. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair Value at Reporting Date Using ā Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) March 31, 2022 ā ā ā ā ā ā ā ā ā ā ā ā 2026 Term Loan Interest Rate Swap (1) ā $ 3,782 ā $ ā ā $ 3,782 ā $ ā 2027 Term Loan Interest Rate Swap (2) ā $ 4,972 ā $ ā ā $ 4,972 ā $ ā December 31, 2021 ā ā ā ā ā ā ā ā ā ā ā ā 2026 Term Loan Interest Rate Swap (1) ā $ 945 ā $ ā ā $ 945 ā $ ā 2027 Term Loan Interest Rate Swap (2) ā $ 977 ā $ ā ā $ 977 ā $ ā (1) Effective May 21, 2021, the Company utilized interest rate swaps to fix LIBOR and achieve a weighted average fixed interest rate of 0.81% plus the applicable spread on the $60.0 million 2026 Term Loan (hereinafter defined) balance. (2) Effective September 30, 2021, the Company utilized interest rate swaps, inclusive of its redesignation of the existing $50.0 million interest rate swap entered into as of April 30, 2020, to fix LIBOR and achieve a weighted average fixed interest rate of 0.53% plus the applicable spread on the $80.0 million 2027 Term Loan (hereinafter defined) balance. On September 30, 2021, the Company entered into an additional interest rate swap to extend the fixed interest rate through maturity on January 31, 2027 . |
INTANGIBLE ASSETS AND LIABILI_2
INTANGIBLE ASSETS AND LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
INTANGIBLE ASSETS AND LIABILITIES | |
Schedule of components of intangible lease 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 March 31, 2022 and December 31, 2021 (in thousands): ā ā ā ā ā ā ā ā ā ā As of ā ā March 31, 2022 ā December 31, 2021 Intangible Lease Assets: ā ā ā ā ā ā Value of In-Place Leases ā $ 50,140 ā $ 45,301 Value of Above Market In-Place Leases ā ā 4,022 ā ā 3,623 Value of Intangible Leasing Costs ā ā 21,368 ā ā 19,066 Sub-total Intangible Lease Assets ā ā 75,530 ā ā 67,990 Accumulated Amortization ā ā (11,410) ā ā (9,169) Sub-total Intangible Lease AssetsāNet ā ā 64,120 ā ā 58,821 Intangible Lease Liabilities: ā ā ā ā ā ā Value of Below Market In-Place Leases ā ā (7,379) ā ā (6,397) Sub-total Intangible Lease Liabilities ā ā (7,379) ā ā (6,397) Accumulated Amortization ā ā 1,137 ā ā 921 Sub-total Intangible Lease LiabilitiesāNet ā ā (6,242) ā ā (5,476) Total Intangible Assets and LiabilitiesāNet ā $ 57,878 ā $ 53,345 |
Schedule of amortization of intangible assets and liabilities | The following table reflects the net amortization of intangible assets and liabilities during the three months ended March 31, 2022 and 2021 (in thousands): ā ā ā ā ā ā ā ā ā Three Months Ended ā ā March 31, 2022 ā March 31, 2021 Amortization Expense ā $ 2,126 ā $ 1,194 Accretion to Properties Revenue ā ā (101) ā ā (41) Net Amortization of Intangible Assets and Liabilities ā $ 2,025 ā $ 1,153 |
Schedule of estimated future amortization expense (income) related to net intangible assets and liabilities | The estimated future amortization expense (income) related to net intangible assets and liabilities is as follows (in thousands): ā ā ā ā ā ā ā ā ā ā Year Ending December 31, ā Future Amortization Expense ā Future Accretion to Property Revenue ā Net Future Amortization of Intangible Assets and Liabilities Remainder of 2022 ā $ 6,870 ā $ (341) ā $ 6,529 2023 ā ā 8,924 ā ā (456) ā ā 8,468 2024 ā ā 8,558 ā ā (436) ā ā 8,122 2025 ā ā 7,886 ā ā (398) ā ā 7,488 2026 ā ā 6,762 ā ā (248) ā ā 6,514 2027 ā ā 5,572 ā ā (233) ā ā 5,339 2028 and Thereafter ā ā 15,914 ā ā (496) ā ā 15,418 Total ā $ 60,486 ā $ (2,608) ā $ 57,878 ā |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
OTHER ASSETS. | |
Schedule of components of other assets | Other assets consisted of the following (in thousands): ā ā ā ā ā ā ā ā ā As of ā ā March 31, 2022 ā December 31, 2021 Tenant ReceivablesāNet of Allowance for Doubtful Accounts (1) ā $ 212 ā $ 790 Accrued Unbilled Tenant Receivables ā ā 610 ā ā 553 Prepaid Insurance ā ā 434 ā ā 616 Deposits on Acquisitions ā ā 590 ā ā 350 Prepaid Expenses, Deposits, and Other ā ā 1,755 ā ā 1,496 Deferred Financing CostsāNet ā ā 406 ā ā 469 Interest Rate Swaps ā ā 8,754 ā ā 2,095 Operating Leases - Right-of-Use Asset (2) ā ā 1,827 ā ā ā Total Other Assets ā $ 14,588 ā $ 6,369 (1) Includes $0.3 million allowance for doubtful accounts as of March 31, 2022 and December 31, 2021. (2) See Note 7, āOperating Land Leasesā for further disclosure related to the Companyās right-of-use asset balance as of March 31, 2022. |
OPERATING LAND LEASES (Tables)
OPERATING LAND LEASES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
OPERATING LAND LEASES | |
Summary of operating land leases | The following table reflects a summary of operating land leases, under which the Company is the lessee, for the three months ended March 31, 2022 and 2021 (in thousands): ā ā ā ā ā ā ā ā ā ā Three Months Ended ā ā March 31, 2022 ā March 31, 2021 Operating Cash Outflows ā $ 0.01 ā $ ā Weighted Average Remaining Lease Term ā ā 8.5 ā ā ā Weighted Average Discount Rate ā ā 2.0 % ā ā |
Schedule of minimum future lease payments under non-cancelable operating land leases | Minimum future lease payments under non-cancelable operating land leases, having remaining terms in excess of one year subsequent to March 31, 2022, are summarized as follows (in thousands): ā ā ā ā ā Year Ending December 31, ā ā Remainder of 2022 ā $ 192 2023 ā ā 257 2024 ā ā 251 2025 ā ā 192 2026 ā ā 202 2027 ā ā 202 2028 and Thereafter ā ā 692 Total Lease Payments ā $ 1,988 Imputed Interest ā ā (161) Operating Leases ā Liability ā $ 1,827 |
ACCOUNTS PAYABLE, ACCRUED EXP_2
ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES | |
Schedule of components of accounts payable accrued expenses and other liabilities | Accounts payable, accrued expenses and other liabilities consisted of the following (in thousands): ā ā ā ā ā ā ā ā ā ā As of ā ā March 31, 2022 ā December 31, 2021 Accounts Payable ā $ 181 ā $ 213 Accrued Expenses ā ā 1,049 ā ā 676 Due to CTO ā ā 924 ā ā 1,301 Interest Rate Swap ā ā ā ā ā 173 Operating Leases - Liability (1) ā ā 1,827 ā ā ā Total Accounts Payable, Accrued Expenses, and Other Liabilities ā $ 3,981 ā $ 2,363 (1) See Note 7, āOperating Land Leasesā for further disclosure related to the Companyās operating lease liability balance as of March 31, 2022. |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
LONG-TERM DEBT | |
Schedule of outstanding indebtedness, at face value | As of March 31, 2022, the Companyās outstanding indebtedness, at face value, was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā Face Value Debt ā Stated Interest Rate ā Maturity Date Credit Facility ā $ 150,000 ā 30-Day LIBOR + ā November 2023 2026 Term Loan (1) ā ā 60,000 ā 30-Day LIBOR + ā May 2026 2027 Term Loan (2) ā ā 80,000 ā 30-Day LIBOR + ā January 2027 Mortgage Note Payable ā CMBS Portfolio ā ā 30,000 ā 4.33% ā October 2034 Total Debt/Weighted-Average Rate ā $ 320,000 ā 2.35% ā ā (1) Effective May 21, 2021, the Company utilized interest rate swaps to fix LIBOR and achieve a weighted average fixed interest rate of 0.81% plus the applicable spread on the $60.0 million 2026 Term Loan (hereinafter defined) balance. See Note 10, āInterest Rate Swapsā for further disclosure related to the Companyās interest rate swaps. (2) Effective September 30, 2021, the Company utilized interest rate swaps, inclusive of the existing $50.0 million interest rate swap entered into as of April 30, 2020, to fix LIBOR and achieve a weighted average fixed interest rate of 0.53% plus the applicable spread on the $80.0 million 2027 Term Loan (hereinafter defined) balance. On September 30, 2021, the Company entered into an additional interest rate swap to extend the fixed interest rate through maturity on January 31, 2027. See Note 10, āInterest Rate Swapsā for further disclosure related to the Companyās interest rate swaps. |
Schedule of components of long-term debt | Long-term debt as of March 31, 2022 and December 31, 2021 consisted of the following (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā March 31, 2022 ā December 31, 2021 ā Total Due Within One Year Total Due Within One Year Credit Facility ā $ 150,000 ā $ ā ā $ 99,000 ā $ ā 2026 Term Loan ā ā 60,000 ā ā ā ā ā 60,000 ā ā ā 2027 Term Loan ā ā 80,000 ā ā ā ā ā 80,000 ā ā ā Mortgage Note Payable ā CMBS Portfolio ā ā 30,000 ā ā ā ā ā 30,000 ā ā ā Financing Costs, net of Accumulated Amortization ā ā (1,186) ā ā ā ā ā (1,260) ā ā ā Total Long-Term Debt ā $ 318,814 ā $ ā ā $ 267,740 ā $ ā |
Schedule of payments applicable to reduction of principal amounts | Payments applicable to reduction of principal amounts as of March 31, 2022 will be required as follows (in thousands): ā ā ā ā ā Year Ending December 31, Amount Remainder of 2022 ā $ ā 2023 ā ā 150,000 2024 ā ā ā 2025 ā ā ā 2026 ā ā 60,000 2027 ā ā 80,000 2028 and Thereafter ā ā 30,000 Total Long-Term Debt - Face Value ā $ 320,000 |
Schedule of carrying value of long-term debt | The carrying value of long-term debt as of March 31, 2022 consisted of the following (in thousands): ā ā ā ā ā ā Total Current Face Amount ā $ 320,000 Financing Costs, net of Accumulated Amortization ā ā (1,186) Total Long-Term Debt ā $ 318,814 |
Schedule of interest expense on debt | The following table reflects a summary of interest expense incurred and paid during the three months ended March 31, 2022 and 2021 (in thousands): ā ā ā ā ā ā ā ā ā ā Three Months Ended ā ā March 31, 2022 ā March 31, 2021 Interest Expense ā $ 1,555 ā $ 490 Amortization of Deferred Financing Costs to Interest Expense ā ā 125 ā ā 65 Total Interest Expense ā $ 1,680 ā $ 555 ā ā ā ā ā ā ā Total Interest Paid ā $ 1,512 ā $ 482 |
INTEREST RATE SWAPS (Tables)
INTEREST RATE SWAPS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
INTEREST RATE SWAPS. | |
Schedule of interest rate swap agreements | Information related to the Companyās interest rate swap agreements are noted below (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā Hedged Item ā Effective Date ā Maturity Date ā Rate ā Amount ā Fair Value as of March 31, 2022 2026 Term Loan (1) ā 5/21/2021 ā 5/21/2026 ā 0.81% + applicable spread ā $ 60,000 ā $ 3,782 2027 Term Loan (2) ā 9/30/2021 ā 11/26/2024 ā 0.53% + applicable spread ā $ 80,000 ā $ 4,009 2027 Term Loan (3) ā 11/26/2024 ā 1/31/2027 ā 1.60% + applicable spread ā $ 80,000 ā $ 963 (1) Effective May 21, 2021, the Company utilized interest rate swaps to fix LIBOR and achieve a weighted average fixed interest rate of 0.81% plus the applicable spread on the $60.0 million 2026 Term Loan balance. (2) Effective September 30, 2021, the Company utilized interest rate swaps, inclusive of its redesignation of the existing $50.0 million interest rate swap entered into as of April 30, 2020, to fix LIBOR and achieve a weighted average fixed interest rate of 0.53% plus the applicable spread on the $80.0 million 2027 Term Loan balance. (3) The interest rate swap agreement hedges the $80.0 million 2027 Term Loan balance under different terms and commences concurrent to the interest rate agreements maturing on November 26, 2024. |
COMMON STOCK AND EARNINGS PER_2
COMMON STOCK AND EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
COMMON STOCK AND EARNINGS PER SHARE | |
Schedule of computation of earnings per share | The following is a reconciliation of basic and diluted earnings per common share (in thousands, except share and per share data): ā ā ā ā ā ā ā ā ā Three Months Ended ā ā March 31, 2022 ā March 31, 2021 Net Income Attributable to Alpine Income Property Trust, Inc. ā $ 806 ā $ 440 ā ā ā ā ā ā ā Weighted Average Number of Common Shares Outstanding ā ā 11,662,697 ā ā 7,565,429 Weighted Average Number of Common Shares Applicable to OP Units using Treasury Stock Method (1) ā ā 1,703,494 ā ā 1,223,854 Total Shares Applicable to Diluted Earnings per Share ā ā 13,366,191 ā ā 8,789,283 ā ā ā ā ā ā ā Per Common Share Data: ā ā ā ā ā ā Net Income Attributable to Alpine Income Property Trust, Inc. ā ā ā ā ā ā Basic ā $ 0.07 ā $ 0.06 Diluted ā $ 0.06 ā $ 0.05 (1) Represents shares underlying OP units including (i) 1,223,854 shares underlying OP Units issued to CTO in connection with our Formation Transactions and (ii) 479,640 shares underlying OP Units issued to an unrelated third party in connection with the acquisition of ten net lease properties during the year ended December 31, 2021 (see Note 11, āEquityā) . |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
STOCK-BASED COMPENSATION | |
Summary of nonvested restricted stock award activity | ā ā ā ā ā ā ā ā Non-Vested Restricted Shares ā Shares Wtd. Avg. Fair Value Non-Vested at January 1, 2022 ā ā 2,668 ā $ 18.80 Granted ā ā ā ā ā ā Vested ā ā ā ā ā ā Expired ā ā ā ā ā ā Forfeited ā ā ā ā ā ā Non-Vested at March 31, 2022 ā ā 2,668 ā $ 18.80 |
Schedule of stock compensation expense | ā ā ā ā ā ā ā ā ā ā Three Months Ended ā ā March 31, 2022 ā March 31, 2021 Stock Compensation Expense ā Director Restricted Stock ā $ 13 ā $ 12 Stock Compensation Expense ā Director Retainers Paid in Stock ā ā 66 ā ā 61 Total Stock Compensation Expense ā $ 79 ā $ 73 ā |
RELATED PARTY MANAGEMENT COMP_2
RELATED PARTY MANAGEMENT COMPANY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
RELATED PARTY MANAGEMENT COMPANY | |
Schedule of amount due to (from) parent company | The following table represents amounts due to (from) CTO (in thousands): ā ā ā ā ā ā ā ā ā ā As of Description March 31, 2022 December 31, 2021 Management Fee due to CTO ā $ 936 ā $ 913 Other ā ā (12) ā ā 388 Total (1) ā $ 924 ā $ 1,301 (1) Included in accrued expenses, see Note 8, āAccounts Payable, Accrued Expenses, and Other Liabilitiesā. |
BUSINESS AND ORGANIZATION - Bus
BUSINESS AND ORGANIZATION - Business (Details) | Mar. 31, 2022employeeitemstateproperty |
Description of business | |
Number of real estate properties | 129 |
Number of markets in which entity operates | item | 84 |
Number of states in which entity operates | state | 35 |
Entity Number of Employees | employee | 0 |
Single-tenant | |
Description of business | |
Number of real estate properties | 129 |
BUSINESS AND ORGANIZATION - Org
BUSINESS AND ORGANIZATION - Organization (Details) | Jul. 12, 2021propertyshares | Jun. 30, 2021propertyshares | Nov. 27, 2019USD ($)shares | Nov. 26, 2019USD ($)property$ / sharesshares | Mar. 31, 2022USD ($)property$ / sharesshares | Dec. 31, 2021USD ($)shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares |
Class of Stock [Line Items] | ||||||||
Gross proceeds form the issuance of common stock | $ 6,054,000 | $ 7,651,000 | ||||||
Share issued | shares | 421,053 | |||||||
Proceeds from Issuance of Stock | $ 8,000,000 | $ 6,054,000 | $ 7,651,000 | |||||
Cash investment | 15,500,000 | |||||||
Cash Received from Private Placement | $ 125,900,000 | |||||||
OP units exchanged | shares | 1,223,854 | |||||||
Value of OP units converted | $ 23,300,000 | |||||||
Net Transactions with Consolidated-Tomoka Land Co. | 12,000,000 | |||||||
Underwriting fees | $ 9,400,000 | |||||||
Percentage of outstanding common stock | 22.30% | |||||||
Stock split ratio | 1 | |||||||
Percentage of ownership interest in limited liability company | 3.50% | |||||||
Partners' capital account, units issued | shares | 54,689 | 424,951 | 479,640 | 479,640 | ||||
Partners' capital account, units issued, value | $ 9,000,000 | $ 9,000,000 | ||||||
Partners' capital account, units issued, value per unit | $ / shares | $ 18.85 | $ 18.85 | ||||||
Number of lease properties acquired | property | 1 | 9 | 10 | |||||
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 | $ 142,500,000 | |||||||
Share issued | shares | 7,500,000 | 421,053 | ||||||
Proceeds from Issuance of Stock | $ 8 | |||||||
Private Placement | ||||||||
Class of Stock [Line Items] | ||||||||
Share issued | shares | 394,737 | |||||||
Proceeds from Issuance of Stock | $ 7,500,000 | |||||||
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 | 87.40% | |||||||
CTO | ||||||||
Class of Stock [Line Items] | ||||||||
Share issued | shares | 12,853 | 4,765 | 8,088 | |||||
Proceeds from Issuance of Stock | $ 200,000 | $ 90,000 | $ 100,000 | |||||
Partners' capital account, units issued | shares | 1,223,854 | |||||||
CTO | Private Placement | ||||||||
Class of Stock [Line Items] | ||||||||
Share issued | shares | 394,737 | |||||||
Proceeds from Issuance of Stock | $ 7,500,000 | |||||||
CTO | Operating Partnership | ||||||||
Class of Stock [Line Items] | ||||||||
Ownership interest of Manager in Operating partnership | 9.10% | |||||||
Partners' capital account, units issued | shares | 1,223,854 | |||||||
CTO | PINE GP | ||||||||
Class of Stock [Line Items] | ||||||||
Share issued | shares | 828,643 | |||||||
Cash investment | $ 38,600,000 | |||||||
Percentage of outstanding common stock | 15.20% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - General Information (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Allowance for doubtful accounts | $ 0.3 | $ 0.3 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash (Details) $ in Thousands | Mar. 31, 2022USD ($)property | Dec. 31, 2021USD ($) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Restricted cash | $ | $ 691 | $ 646 |
Number of real estate properties, held in replacement | property | 6 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Credit Risk - Revenues (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 3 Months Ended |
Mar. 31, 2021 | |
Hilton Grand Vacations | |
Concentration Risk [Line Items] | |
Concentration risk (as a percent) | 11.00% |
Wells Fargo Bank, NA | |
Concentration Risk [Line Items] | |
Concentration risk (as a percent) | 14.00% |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Credit Risk - Square Footage (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Real Estate Portfolio, Square Footage [Member] | Geographic Concentration Risk [Member] | TEXAS | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 19.00% | 20.00% |
PROPERTY PORTFOLIO - Portfolio
PROPERTY PORTFOLIO - Portfolio Information (Details) ftĀ² in Millions | Mar. 31, 2022ftĀ²property |
PROPERTY PORTFOLIO | |
Number of real estate properties | property | 129 |
Area of real estate property | ftĀ² | 3.5 |
PROPERTY PORTFOLIO - Leasing Re
PROPERTY PORTFOLIO - Leasing Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Lease Income | ||
Lease Payments | $ 9,731 | $ 5,446 |
Variable Lease Payments | 1,068 | 444 |
Total Lease Income | $ 10,799 | $ 5,890 |
PROPERTY PORTFOLIO - Minimum Fu
PROPERTY PORTFOLIO - Minimum Future Base Rental Revenue on Non-cancelable Leases (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Minimum future base rental revenue on non-cancelable leases | |
Remainder of 2022 | $ 30,798 |
2023 | 40,560 |
2024 | 39,514 |
2025 | 38,013 |
2026 | 34,211 |
2027 | 31,258 |
2028 and Thereafter (Cumulative) | 109,721 |
Total | $ 324,075 |
PROPERTY PORTFOLIO - Properties
PROPERTY PORTFOLIO - Properties Acquired and Disposed (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)statepropertytenant | Mar. 31, 2021USD ($)propertystatetenant | Dec. 31, 2021USD ($) | |
PROPERTY PORTFOLIO | |||
Number of real estate properties | property | 129 | ||
Acquired intangible liabilities for the below market lease | $ 6,242 | $ 5,476 | |
Single-tenant Net Lease Income Properties Acquired in 2022 | |||
PROPERTY PORTFOLIO | |||
Number of real estate properties | property | 16 | ||
Purchase price | $ 65,500 | ||
Acquired properties, cost | $ 66,000 | ||
Number of states for leased asset | state | 12 | ||
Number of tenant for leased property | tenant | 7 | ||
Initial cost of land | $ 17,700 | ||
Initial cost of building and improvements | 41,700 | ||
Acquired in-place lease value, leasing fees, and above market lease value | 7,500 | ||
Acquired intangible liabilities for the below market lease | $ 900 | ||
Weighted average amortization period of intangible liabilities | 9 years 2 months 12 days | ||
Number of real estate properties disposed | property | 0 | ||
Single-tenant Net Lease Income Properties Acquired in 2022 | Weighted Average | |||
PROPERTY PORTFOLIO | |||
Remaining lease term at acquisition | 9 years | ||
Single-tenant Net Lease Income Properties Acquired in 2021 | |||
PROPERTY PORTFOLIO | |||
Number of real estate properties | property | 5 | ||
Purchase price | $ 21,900 | ||
Acquired properties, cost | $ 22,100 | ||
Number of states for leased asset | state | 3 | ||
Number of tenant for leased property | tenant | 5 | ||
Initial cost of land | $ 5,400 | ||
Initial cost of building and improvements | 13,400 | ||
Acquired in-place lease value, leasing fees, and above market lease value | 3,400 | ||
Acquired intangible liabilities for the below market lease | $ 100 | ||
Weighted average amortization period of intangible liabilities | 9 years 2 months 12 days | ||
Number of real estate properties disposed | property | 0 | ||
Single-tenant Net Lease Income Properties Acquired in 2021 | Weighted Average | |||
PROPERTY PORTFOLIO | |||
Remaining lease term at acquisition | 9 years 2 months 12 days |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Carrying Value and Estimated Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Carrying Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Carrying value and estimated fair value of financial instruments | ||
Cash and Cash Equivalents | $ 2,244 | $ 8,851 |
Restricted Cash | 691 | 646 |
Carrying Value | Significant Other Observable Inputs (Level 2) | ||
Carrying value and estimated fair value of financial instruments | ||
Long-Term Debt | 318,814 | 267,740 |
Estimated Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Carrying value and estimated fair value of financial instruments | ||
Cash and Cash Equivalents | 2,244 | 8,851 |
Restricted Cash | 691 | 646 |
Estimated Fair Value | Significant Other Observable Inputs (Level 2) | ||
Carrying value and estimated fair value of financial instruments | ||
Long-Term Debt | $ 319,346 | $ 272,637 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | May 21, 2021 | Apr. 30, 2020 |
Assets, Fair Value Disclosure [Abstract] | |||||
Interest Rate Swap | $ 8,754 | $ 2,095 | |||
Outstanding balance | 320,000 | ||||
2026 Term Loan Interest Rate Swap | |||||
Assets, Fair Value Disclosure [Abstract] | |||||
Interest Rate Swap | 3,782 | ||||
Outstanding balance | $ 60,000 | ||||
2026 Term Loan Interest Rate Swap | LIBOR | |||||
Assets, Fair Value Disclosure [Abstract] | |||||
Interest rate | 0.81% | ||||
2027 Term Loan Interest Rate Swap | |||||
Assets, Fair Value Disclosure [Abstract] | |||||
Outstanding balance | $ 80,000 | $ 50,000 | |||
2027 Term Loan Interest Rate Swap | LIBOR | |||||
Assets, Fair Value Disclosure [Abstract] | |||||
Interest rate | 0.53% | ||||
Recurring basis | 2026 Term Loan Interest Rate Swap | |||||
Assets, Fair Value Disclosure [Abstract] | |||||
Interest Rate Swap | 3,782 | 945 | |||
Recurring basis | 2026 Term Loan Interest Rate Swap | Significant Other Observable Inputs (Level 2) | |||||
Assets, Fair Value Disclosure [Abstract] | |||||
Interest Rate Swap | 3,782 | 945 | |||
Recurring basis | 2027 Term Loan Interest Rate Swap | |||||
Assets, Fair Value Disclosure [Abstract] | |||||
Interest Rate Swap | 4,972 | 977 | |||
Recurring basis | 2027 Term Loan Interest Rate Swap | Significant Other Observable Inputs (Level 2) | |||||
Assets, Fair Value Disclosure [Abstract] | |||||
Interest Rate Swap | $ 4,972 | $ 977 |
INTANGIBLE ASSETS AND LIABILI_3
INTANGIBLE ASSETS AND LIABILITIES - Components (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | $ 75,530 | $ 67,990 |
Accumulated Amortization | (11,410) | (9,169) |
Sub-total Intangible Lease Assets-Net | 64,120 | 58,821 |
Intangible Lease Liabilities | ||
Value of Below Market In-Place Leases | (7,379) | (6,397) |
Sub-total Intangible Lease Liabilities | (7,379) | (6,397) |
Accumulated Amortization | 1,137 | 921 |
Sub-total Intangible Lease Liabilities -Net | (6,242) | (5,476) |
Total Intangible Assets and Liabilities-Net | 57,878 | 53,345 |
Value of In-Place Leases | ||
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | 50,140 | 45,301 |
Value of Above Market In-Place Leases | ||
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | 4,022 | 3,623 |
Value of Intangible Leasing Costs | ||
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | $ 21,368 | $ 19,066 |
INTANGIBLE ASSETS AND LIABILI_4
INTANGIBLE ASSETS AND LIABILITIES - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
INTANGIBLE ASSETS AND LIABILITIES | ||
Amortization Expense | $ 2,126 | $ 1,194 |
Accretion to Properties Revenue | (101) | (41) |
Net Amortization of Intangible Assets and Liabilities | $ 2,025 | $ 1,153 |
INTANGIBLE ASSETS AND LIABILI_5
INTANGIBLE ASSETS AND LIABILITIES - Summary of Estimated Amortization and Accretion (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Future Amortization Amount | ||
Sub-total Intangible Lease Assets-Net | $ 64,120 | $ 58,821 |
Future Accretion to Property Revenue | ||
Sub-total Intangible Lease Liabilities -Net | (6,242) | $ (5,476) |
Net Future Amortization of Intangible Assets and Liabilities | ||
Remainder of 2022 | 6,529 | |
2023 | 8,468 | |
2024 | 8,122 | |
2025 | 7,488 | |
2026 | 6,514 | |
2027 | 5,339 | |
2028 and Thereafter | 15,418 | |
Total | $ 57,878 | |
Amount allocated of total acquisition cost | ||
Weighted average amortization period | 9 years | |
Future Amortization | ||
Future Amortization Amount | ||
Remainder of 2022 | $ 6,870 | |
2023 | 8,924 | |
2024 | 8,558 | |
2025 | 7,886 | |
2026 | 6,762 | |
2027 | 5,572 | |
2028 and thereafter | 15,914 | |
Sub-total Intangible Lease Assets-Net | 60,486 | |
Future Accretion to Income Property Revenue | ||
Future Accretion to Property Revenue | ||
Remainder of 2022 | (341) | |
2023 | (456) | |
2024 | (436) | |
2025 | (398) | |
2026 | (248) | |
2027 | (233) | |
2028 and Thereafter | (496) | |
Sub-total Intangible Lease Liabilities -Net | $ (2,608) |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Other assets | ||
Tenant Receivables - Net of Allowance for Doubtful Accounts | $ 212 | $ 790 |
Accrued Unbilled Tenant Receivables | 610 | 553 |
Prepaid Insurance | 434 | 616 |
Deposits on Acquisitions | 590 | 350 |
Prepaid Expenses, Deposits, and Other | 1,755 | 1,496 |
Deferred Financing Costs-Net | 406 | 469 |
Interest Rate Swaps | 8,754 | 2,095 |
Operating Leases - Right-of-Use Asset | 1,827 | |
Total Other Assets | 14,588 | 6,369 |
Allowance for doubtful accounts | $ 300 | $ 300 |
OPERATING LAND LEASES - Narrati
OPERATING LAND LEASES - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Operating Leases - Right-of-Use Asset | $ 1,827 | |
Operating Leases - Liability | 1,827 | |
Amortization expenses | $ 0 | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Amortization expenses | $ 10 |
OPERATING LAND LEASES - Summary
OPERATING LAND LEASES - Summary of operating land leases (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
OPERATING LAND LEASES | |
Operating Cash Outflows | $ 10 |
Weighted Average Remaining Lease Term | 8 years 6 months |
Weighted Average Discount Rate | 2.00% |
OPERATING LAND LEASES - Minimum
OPERATING LAND LEASES - Minimum future lease payments (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Lease Payments | |
Remainder of 2022 | $ 192 |
2023 | 257 |
2024 | 251 |
2025 | 192 |
2026 | 202 |
2027 | 202 |
2028 and Thereafter | 692 |
Total | $ 1,988 |
OPERATING LAND LEASES - Gross D
OPERATING LAND LEASES - Gross Difference (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Operating Lease Liabilities, Gross Difference, Amount [Abstract] | |
Total | $ 1,988 |
Imputed Interest | (161) |
Operating Leases - Liability | $ 1,827 |
ACCOUNTS PAYABLE, ACCRUED EXP_3
ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES | ||
Accounts Payable | $ 181 | $ 213 |
Accrued Expenses | 1,049 | 676 |
Due to CTO | 924 | 1,301 |
Interest Rate Swap | 173 | |
Operating Leases - Liability | 1,827 | |
Total Accounts Payable, Accrued Expenses, and Other Liabilities | $ 3,981 | $ 2,363 |
LONG-TERM DEBT - Outstanding In
LONG-TERM DEBT - Outstanding Indebtedness (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2022 | Sep. 30, 2021 | May 21, 2021 | Apr. 30, 2020 |
Long-term debt | |||||
Total Debt | $ 320,000 | ||||
Margin added to variable rate basis (as a percent) | 2.35% | ||||
Credit Facility | |||||
Long-term debt | |||||
Total Debt | $ 150,000 | ||||
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% | ||||
2026 Term Loan | |||||
Long-term debt | |||||
Total Debt | $ 60,000 | $ 60,000 | |||
2026 Term Loan | LIBOR | |||||
Long-term debt | |||||
Stated Interest Rate (as a percent) | 0.81% | ||||
2026 Term Loan | LIBOR | Minimum | |||||
Long-term debt | |||||
Margin added to variable rate basis (as a percent) | 1.35% | ||||
2026 Term Loan | LIBOR | Maximum | |||||
Long-term debt | |||||
Margin added to variable rate basis (as a percent) | 1.95% | ||||
2027 Term Loan | |||||
Long-term debt | |||||
Total Debt | $ 80,000 | $ 80,000 | |||
2027 Term Loan | Interest Rate Swap | |||||
Long-term debt | |||||
Notional amount | $ 50,000 | ||||
2027 Term Loan | LIBOR | |||||
Long-term debt | |||||
Stated Interest Rate (as a percent) | 0.53% | ||||
2027 Term Loan | LIBOR | Minimum | |||||
Long-term debt | |||||
Margin added to variable rate basis (as a percent) | 1.25% | ||||
2027 Term Loan | LIBOR | Maximum | |||||
Long-term debt | |||||
Margin added to variable rate basis (as a percent) | 1.90% | ||||
Mortgage Note Payable - CMBS Portfolio | |||||
Long-term debt | |||||
Total Debt | $ 30,000 | $ 30,000 | |||
Margin added to variable rate basis (as a percent) | 4.33% | 4.33% |
LONG-TERM DEBT - Credit Facilit
LONG-TERM DEBT - Credit Facility (Details) $ in Thousands | Apr. 14, 2022USD ($) | Oct. 16, 2020USD ($)Lender | Nov. 26, 2019USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | May 19, 2021 |
Long-term debt | |||||||
Margin added to variable rate basis (as a percent) | 2.35% | ||||||
Long-term debt | $ 318,814 | $ 267,740 | |||||
Proceeds from Long-Term Debt | 62,000 | $ 12,500 | |||||
Credit Facility | |||||||
Long-term debt | |||||||
Maximum borrowing capacity | $ 150,000 | $ 100,000 | |||||
Credit facility term | 4 years | ||||||
Extension term | 1 year | ||||||
Additional borrowing capacity | $ 50,000 | ||||||
Current commitment under credit facility, amount | $ 150,000 | ||||||
Percentage of borrowing capacity | 50.00% | ||||||
Number Of Lenders | Lender | 2 | ||||||
Maximum borrowing capacity including accordion feature | $ 200,000 | ||||||
Long-term debt | $ 150,000 | ||||||
Credit Facility | Minimum | |||||||
Long-term debt | |||||||
Ratio of unsecured indebtedness to base value | 0.60 | ||||||
Ratio of unsecured indebtedness to total asset value | 0.60 | ||||||
Credit Facility | LIBOR | Minimum | |||||||
Long-term debt | |||||||
Margin added to variable rate basis (as a percent) | 1.35% | ||||||
Marginal rate of fee on unused credit limit | 0.15% | ||||||
Credit Facility | LIBOR | Maximum | |||||||
Long-term debt | |||||||
Margin added to variable rate basis (as a percent) | 1.95% | ||||||
Marginal rate of fee on unused credit limit | 0.25% | ||||||
Term Loan | Subsequent Event | |||||||
Long-term debt | |||||||
Proceeds from Long-Term Debt | $ 60,000 |
LONG-TERM DEBT - Term Loan (Det
LONG-TERM DEBT - Term Loan (Details) $ in Thousands | May 21, 2021USD ($)loan | Mar. 31, 2022USD ($) | Sep. 30, 2021USD ($)loan |
Long-term debt | |||
Face amount of debt | $ 320,000 | ||
2026 Term Loan | |||
Long-term debt | |||
Face amount of debt | $ 60,000 | 60,000 | |
Debt instrument term (in years) | 5 years | ||
Maximum number of incremental term loan | loan | 3 | ||
Aggregate amount of incremental Term loan | $ 100,000 | ||
2027 Term Loan | |||
Long-term debt | |||
Face amount of debt | $ 80,000 | $ 80,000 | |
Maximum number of incremental term loan | loan | 3 | ||
Aggregate amount of incremental Term loan | $ 200,000 |
LONG-TERM DEBT - Mortgage Notes
LONG-TERM DEBT - Mortgage Notes Payable (Details) $ in Thousands | Jun. 30, 2021USD ($)property | Mar. 31, 2022USD ($)property | Jul. 12, 2021property |
Long-term debt | |||
Face amount of debt | $ | $ 320,000 | ||
Interest rate | 2.35% | ||
Number of lease properties acquired | property | 9 | 10 | 1 |
Mortgage Note Payable - CMBS Portfolio | |||
Long-term debt | |||
Face amount of debt | $ | $ 30,000 | $ 30,000 | |
Interest rate | 4.33% | 4.33% | |
Number of lease properties acquired | property | 6 | ||
Mortgage Note Payable - CMBS Portfolio | Unrelated Third Party | |||
Long-term debt | |||
Number of lease properties acquired | property | 2 | ||
Aggregate notes payable | $ | $ 1,600 |
LONG-TERM DEBT - Components (De
LONG-TERM DEBT - Components (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Long-term debt | ||
Long-Term Debt, Gross | $ 320,000 | |
Financing Costs, net of Accumulated Amortization | (1,186) | $ (1,260) |
Long-Term Debt | 318,814 | 267,740 |
Credit Facility | ||
Long-term debt | ||
Long-Term Debt, Gross | 150,000 | 99,000 |
Long-Term Debt | 150,000 | |
2026 Term Loan | ||
Long-term debt | ||
Long-Term Debt, Gross | 60,000 | 60,000 |
2027 Term Loan | ||
Long-term debt | ||
Long-Term Debt, Gross | 80,000 | 80,000 |
Mortgage Note Payable - CMBS Portfolio | ||
Long-term debt | ||
Long-Term Debt, Gross | $ 30,000 | $ 30,000 |
LONG-TERM DEBT - Payments Appli
LONG-TERM DEBT - Payments Applicable to Reduction of Principal (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Payments applicable to reduction of principal amounts | |
Remainder of 2022 | $ 0 |
2023 | 150,000 |
2024 | 0 |
2025 | 0 |
2026 | 60,000 |
2027 | 80,000 |
2028 and Thereafter | 30,000 |
Total Long-Term Debt - Face Value | $ 320,000 |
LONG-TERM DEBT - Carrying Value
LONG-TERM DEBT - Carrying Value (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
LONG-TERM DEBT | ||
Current Face Amount | $ 320,000 | |
Financing Costs, net of Accumulated Amortization | (1,186) | $ (1,260) |
Total Long-Term Debt - Face Value | 318,814 | 267,740 |
Deferred financing costs-net | $ 406 | $ 469 |
LONG-TERM DEBT - Interest Expen
LONG-TERM DEBT - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
LONG-TERM DEBT | ||
Interest Expense | $ 1,555 | $ 490 |
Amortization of Deferred Financing Costs to Interest Expense | 125 | 65 |
Total Interest Expense | 1,680 | 555 |
Total Interest Paid | $ 1,512 | $ 482 |
INTEREST RATE SWAPS (Details)
INTEREST RATE SWAPS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | May 21, 2021 | Apr. 30, 2020 | |
INTEREST RATE SWAPS | |||||
Effective percentage of interest rate swaps percentage | 100.00% | ||||
Fair Value | $ 8,754 | $ 2,095 | |||
2026 Term Loan Interest Rate Swap | |||||
INTEREST RATE SWAPS | |||||
Interest rate swaps amount | 60,000 | $ 60,000 | |||
Fair Value | $ 3,782 | ||||
2026 Term Loan Interest Rate Swap | LIBOR | |||||
INTEREST RATE SWAPS | |||||
Interest rate | 0.81% | 0.81% | |||
2027 Term Loan Interest Rate Swap | |||||
INTEREST RATE SWAPS | |||||
Interest rate swaps amount | $ 50,000 | ||||
2027 Term Loan Maturing November 26, 2024 | |||||
INTEREST RATE SWAPS | |||||
Interest rate swaps amount | $ 80,000 | $ 80,000 | |||
Fair Value | $ 4,009 | ||||
2027 Term Loan Maturing November 26, 2024 | LIBOR | |||||
INTEREST RATE SWAPS | |||||
Interest rate | 0.53% | 0.53% | |||
2027 Term Loan Maturing January 31, 2027 | |||||
INTEREST RATE SWAPS | |||||
Interest rate swaps amount | $ 80,000 | ||||
Fair Value | $ 963 | ||||
2027 Term Loan Maturing January 31, 2027 | LIBOR | |||||
INTEREST RATE SWAPS | |||||
Interest rate | 1.60% |
EQUITY - Shelf Registration & A
EQUITY - Shelf Registration & ATM Program (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 14, 2020 | Dec. 01, 2020 | Nov. 26, 2019 | Mar. 31, 2022 | Mar. 31, 2021 |
Equity | |||||
Proceeds from Issuance of Stock | $ 8,000 | $ 6,054 | $ 7,651 | ||
Share issued | 421,053 | ||||
Proceeds From Stock Issuance, Net | $ 6,054 | $ 7,651 | |||
ATM Program | |||||
Equity | |||||
Proceeds from Issuance of Stock | $ 100,000 | ||||
Share issued | 314,671 | 434,201 | |||
Gross proceeds from issuance of common stock | $ 6,200 | $ 7,900 | |||
Average price per share | $ 19.65 | $ 18.25 | |||
Proceeds From Stock Issuance, Net | $ 6,100 | $ 7,800 | |||
Payment of Initial Public Offering Transaction Costs | $ 100 | $ 100 | |||
Maximum | |||||
Equity | |||||
Proceeds from Issuance of Stock | $ 350,000 |
EQUITY - Follow-on Public offer
EQUITY - Follow-on Public offering (Details) - USD ($) $ in Thousands | Nov. 26, 2019 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Equity | ||||
Share issued | 421,053 | |||
Proceeds From Stock Issuance, Net | $ 6,054 | $ 7,651 | ||
Follow on Public Offering | ||||
Equity | ||||
Share issued | 3,220,000 | |||
Proceeds From Stock Issuance, Net | $ 54,300 | |||
Over-Allotment Option | ||||
Equity | ||||
Share issued | 420,000 |
EQUITY - Noncontrolling Interes
EQUITY - Noncontrolling Interest (Details) $ / shares in Units, $ in Millions | Jul. 12, 2021propertyshares | Jun. 30, 2021propertyshares | Mar. 31, 2022USD ($)property$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares |
Class of Stock [Line Items] | ||||
Additional noncontrolling interest ownership percentage | 3.50% | |||
Partners' capital account, units issued | 54,689 | 424,951 | 479,640 | 479,640 |
Partners' capital account, units issued, value | $ | $ 9 | $ 9 | ||
Partners' capital account, units issued, value per unit | $ / shares | $ 18.85 | $ 18.85 | ||
Number of lease properties acquired | property | 1 | 9 | 10 | |
CTO | ||||
Class of Stock [Line Items] | ||||
Partners' capital account, units issued | 1,223,854 | |||
CTO | Operating Partnership | ||||
Class of Stock [Line Items] | ||||
Ownership interest of Manager in Operating partnership | 9.10% | |||
Partners' capital account, units issued | 1,223,854 |
EQUITY - Dividends (Details)
EQUITY - Dividends (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
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 | $ 0.27 | $ 0.24 |
Dividends on common stock and OP Units paid | $ 0.27 | $ 0.24 |
COMMON STOCK AND EARNINGS PER_3
COMMON STOCK AND EARNINGS PER SHARE (Details) $ / shares in Units, $ in Thousands | Jul. 12, 2021propertyshares | Jun. 30, 2021propertyshares | Mar. 31, 2022USD ($)property$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021shares |
Income Available to Common Shareholders: | |||||
Net Income Attributable to Alpine Income Property Trust, Inc. | $ | $ 806 | $ 440 | |||
Net Income Attributable to Alpine Income Property Trust, Inc. - Basic | $ | 806 | 440 | |||
Net Income Attributable to Alpine Income Property Trust, Inc. - Diluted | $ | $ 806 | $ 440 | |||
Weighted Average Number of Common Shares Outstanding (in shares) | 11,662,697 | 7,565,429 | |||
Common Shares Applicable to Stock | |||||
Weighted Average Number of Common Shares Applicable to OP Units using Treasury Stock Method (in shares) | 1,703,494 | 1,223,854 | |||
Total Shares Applicable to Diluted Earnings Per Share (in shares) | 13,366,191 | 8,789,283 | |||
Per Common Share Data: | |||||
Net Income Attributable to Alpine Income Property Trust, Inc. - Basic (in dollars per share) | $ / shares | $ 0.07 | $ 0.06 | |||
Net Income Attributable to Alpine Income Property Trust, Inc. - Diluted (in dollars per share) | $ / shares | $ 0.06 | $ 0.05 | |||
Partners' capital account, units issued | 54,689 | 424,951 | 479,640 | 479,640 | |
Number of lease properties acquired | property | 1 | 9 | 10 | ||
CTO | |||||
Per Common Share Data: | |||||
Partners' capital account, units issued | 1,223,854 |
SHARE REPURCHASES (Details)
SHARE REPURCHASES (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2020 | Mar. 31, 2020 | |
SHARE REPURCHASES [Line Items] | |||
Repurchases of common stock | $ 0 | ||
$5 Million Repurchase Program | |||
SHARE REPURCHASES [Line Items] | |||
Stock repurchase program authorized amount | $ 5 | $ 5 | |
Shares repurchased (in shares) | 456,237 | ||
Stock repurchased amount | $ 5 | ||
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 | Mar. 31, 2022 | Dec. 31, 2021 |
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 | |
Vested (in shares) | 0 | 2,668 | |
Aggregate grant date fair value | $ 200 | ||
Vesting period | 3 years |
STOCK-BASED COMPENSATION - Comp
STOCK-BASED COMPENSATION - Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
STOCK-BASED COMPENSATION | ||
Stock compensation expense | $ 79 | $ 73 |
General and Administrative Expense [Member] | ||
STOCK-BASED COMPENSATION | ||
Stock compensation expense | $ 10 | $ 10 |
STOCK-BASED COMPENSATION - Non-
STOCK-BASED COMPENSATION - Non-Vested Restricted Shares (Details) - $ / shares | Nov. 26, 2019 | Mar. 31, 2022 | Dec. 31, 2021 |
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 | $ 18.80 | |
Restricted Shares | |||
Shares | |||
Granted (in shares) | 8,000 | ||
Restricted Shares | Non employee | |||
Shares | |||
Outstanding (in shares) | 2,668 | ||
Granted (in shares) | 2,000 | 0 | |
Vested (in shares) | 0 | (2,668) | |
Expired (in shares) | 0 | ||
Forfeited (in shares) | 0 | ||
Outstanding (in shares) | 2,668 | 2,668 |
STOCK-BASED COMPENSATION - Unre
STOCK-BASED COMPENSATION - Unrecognized Compensation (Details) - Non employee - Restricted Shares $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 30 |
Vesting period | 3 years |
Compensation cost to be recognized over a remaining period | 8 months 12 days |
STOCK-BASED COMPENSATION - Gene
STOCK-BASED COMPENSATION - General Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($)Dshares | Mar. 31, 2021USD ($)shares | |
STOCK-BASED COMPENSATION | ||
Stock compensation expense | $ 79 | $ 73 |
Non employee | Restricted Shares | ||
STOCK-BASED COMPENSATION | ||
Period for average closing price | D | 20 | |
Shares issued (in shares) | shares | 3,514 | 3,453 |
Stock compensation expense | $ 70 | $ 60 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $ 79 | $ 73 |
Director Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | 13 | 12 |
Director Retainers Paid in Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $ 66 | $ 61 |
RELATED PARTY MANAGEMENT COMP_3
RELATED PARTY MANAGEMENT COMPANY - General Information (Details) | Jan. 07, 2022USD ($) | Jul. 12, 2021shares | Jun. 30, 2021shares | Apr. 06, 2021USD ($)property | Apr. 02, 2021USD ($) | Nov. 27, 2019USD ($)shares | Nov. 26, 2019USD ($)shares | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Jan. 05, 2022property |
Related Party Transaction [Line Items] | ||||||||||||
Stock Issuance, Net of Equity Issuance Costs | $ 8,000,000 | $ 6,054,000 | $ 7,651,000 | |||||||||
Share issued | shares | 421,053 | |||||||||||
Percentage of outstanding common stock | 22.30% | |||||||||||
Stock split ratio | 1 | |||||||||||
Cash investment | $ 15,500,000 | |||||||||||
Incentive fee | $ 0 | |||||||||||
Partners' Capital Account, Units Issued | shares | 54,689 | 424,951 | 479,640 | 479,640 | ||||||||
Partners' Capital Account, Units Issued, Value | $ 9,000,000 | $ 9,000,000 | ||||||||||
Partners' Capital Account, Units Issued, Value Per Unit | $ / shares | $ 18.85 | $ 18.85 | ||||||||||
CTO Realty Growth, Inc. and Certain of its Subsidiaries | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of properties sold | property | 1 | 1 | ||||||||||
Sales price of property | $ 6,900,000 | $ 11,500,000 | $ 44,500,000 | |||||||||
PINE GP | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Average price per share | $ / shares | $ 18.47 | |||||||||||
IPO | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock Issuance, Net of Equity Issuance Costs | $ 8 | |||||||||||
Share issued | shares | 7,500,000 | 421,053 | ||||||||||
Private Placement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock Issuance, Net of Equity Issuance Costs | $ 7,500,000 | |||||||||||
Share issued | shares | 394,737 | |||||||||||
CTO | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock Issuance, Net of Equity Issuance Costs | $ 200,000 | $ 90,000 | $ 100,000 | |||||||||
Share issued | shares | 12,853 | 4,765 | 8,088 | |||||||||
Partners' Capital Account, Units Issued | shares | 1,223,854 | |||||||||||
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 management fees | $ 900,000 | 600,000 | ||||||||||
Payment of dividend | $ 600,000 | $ 500,000 | ||||||||||
CTO | PINE GP | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Share issued | shares | 828,643 | |||||||||||
Average price per share | $ / shares | $ 17.65 | $ 17.65 | ||||||||||
Percentage of outstanding common stock | 15.20% | |||||||||||
Cash investment | $ 38,600,000 | |||||||||||
CTO | Private Placement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock Issuance, Net of Equity Issuance Costs | $ 7,500,000 | |||||||||||
Share issued | shares | 394,737 |
RELATED PARTY MANAGEMENT COMP_4
RELATED PARTY MANAGEMENT COMPANY - Due to (from) CTO (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
RELATED PARTY MANAGEMENT COMPANY | ||
Management Fee due to CTO | $ 936 | $ 913 |
Other | (12) | 388 |
Total | $ 924 | $ 1,301 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | Apr. 14, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||||
Proceeds from Long-Term Debt | $ 62,000 | $ 12,500 | ||
Long-term Debt, Gross | 320,000 | |||
2026 Term Loan | ||||
Subsequent Event [Line Items] | ||||
Long-term Debt, Gross | 60,000 | $ 60,000 | ||
2027 Term Loan | ||||
Subsequent Event [Line Items] | ||||
Long-term Debt, Gross | $ 80,000 | $ 80,000 | ||
Subsequent Event | Property located in Portland, Oregon | ||||
Subsequent Event [Line Items] | ||||
Sales price | $ 38,800 | |||
Gain on sale of assets | 7,000 | |||
Subsequent Event | Term Loan | ||||
Subsequent Event [Line Items] | ||||
Proceeds from Long-Term Debt | 60,000 | |||
Long-term Debt, Gross | 100,000 | |||
Subsequent Event | 2026 Term Loan | ||||
Subsequent Event [Line Items] | ||||
Proceeds from Long-Term Debt | 40,000 | |||
Subsequent Event | 2027 Term Loan | ||||
Subsequent Event [Line Items] | ||||
Proceeds from Long-Term Debt | $ 20,000 |