Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 02, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Central Index Key | 0001786117 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Incorporation, State or Country Code | MD | ||
Entity Tax Identification Number | 84-2769895 | ||
Entity Address, Address Line One | 369 N. New York Avenue, Suite 201 | ||
Entity Address, City or Town | Winter Park | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 32789 | ||
City Area Code | 407 | ||
Local Phone Number | 904-3324 | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Listing, Par Value Per Share | $ 0.01 | ||
Entity Public Float | $ 194,865,951 | ||
Entity Common Stock, Shares Outstanding | 14,055,208 | ||
Auditor Name | Grant Thornton LLP | ||
Auditor Firm ID | 248 | ||
Auditor Location | Orlando, Florida | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Real Estate: | ||
Land, at Cost | $ 176,857 | $ 178,172 |
Building and Improvements, at Cost | 322,510 | 266,236 |
Total Real Estate, at Cost | 499,367 | 444,408 |
Less, Accumulated Depreciation | (22,313) | (15,419) |
Real Estate-Net | 477,054 | 428,989 |
Cash and Cash Equivalents | 9,018 | 8,851 |
Restricted Cash | 4,026 | 646 |
Intangible Lease Assets-Net | 60,432 | 58,821 |
Straight-Line Rent Adjustment | 1,668 | 1,838 |
Other Assets | 21,233 | 6,369 |
Total Assets | 573,431 | 505,514 |
Liabilities: | ||
Accounts Payable, Accrued Expenses, and Other Liabilities | 4,411 | 2,363 |
Prepaid Rent and Deferred Revenue | 1,479 | 2,033 |
Intangible Lease Liabilities-Net | 5,050 | 5,476 |
Long-Term Debt | 267,116 | 267,740 |
Total Liabilities | 278,056 | 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 December 31, 2022 and December 31, 2021 | ||
Common Stock, $0.01 par value per share, 500 million shares authorized, 13,394,677 shares issued and outstanding as of December 31, 2022 and 11,454,815 shares issued and outstanding as of December 31, 2021 | 134 | 114 |
Additional Paid-in Capital | 236,841 | 200,906 |
Retained Earnings (Dividends in Excess of Net Income) | 10,042 | (6,419) |
Accumulated Other Comprehensive Income | 14,601 | 1,922 |
Stockholders' Equity | 261,618 | 196,523 |
Noncontrolling Interest | 33,757 | 31,379 |
Total Equity | 295,375 | 227,902 |
Total Liabilities and Equity | $ 573,431 | $ 505,514 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 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 | 13,394,677 | 11,454,815 |
Common Stock, shares outstanding | 13,394,677 | 11,454,815 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | |||
Lease Income | $ 45,203 | $ 30,128 | $ 19,248 |
Total Revenues | 45,203 | 30,128 | 19,248 |
Operating Expenses: | |||
Real Estate Expenses | 5,435 | 3,673 | 2,316 |
General and Administrative Expenses | 5,784 | 5,027 | 4,660 |
Depreciation and Amortization | 23,564 | 15,939 | 9,949 |
Total Operating Expenses | 34,783 | 24,639 | 16,925 |
Gain on Disposition of Assets | 33,801 | 9,675 | 287 |
Loss on Extinguishment of Debt | (727) | ||
Net Income From Operations | 43,494 | 15,164 | 2,610 |
Interest Expense | 9,539 | 3,702 | 1,464 |
Net Income | 33,955 | 11,462 | 1,146 |
Less: Net Income Attributable to Noncontrolling Interest | (4,235) | (1,498) | (161) |
Net Income Attributable to Alpine Income Property Trust, Inc. | $ 29,720 | $ 9,964 | $ 985 |
Per Common Share Data: | |||
Basic (in dollars per share) | $ 2.48 | $ 1.02 | $ 0.13 |
Diluted (in dollars per share) | $ 2.17 | $ 0.89 | $ 0.11 |
Weighted Average Number of Common Shares: | |||
Basic (in shares) | 11,976,001 | 9,781,066 | 7,588,349 |
Diluted (in shares) | 13,679,495 | 11,246,227 | 8,812,203 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||
Net Income Attributable to Alpine Income Property Trust, Inc. | $ 29,720 | $ 9,964 | $ 985 |
Other Comprehensive Income (Loss) | |||
Cash Flow Hedging Derivative - Interest Rate Swaps | 12,679 | 2,403 | (481) |
Total Other Comprehensive Income (Loss) | 12,679 | 2,403 | (481) |
Total Comprehensive Income | $ 42,399 | $ 12,367 | $ 504 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) $ in Thousands | Stockholders' Equity | Common Stock at Par | Additional Paid-in Capital | Retained Earnings (Dividends in Excess of Net Income) | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | Total |
Balance at Dec. 31, 2019 | $ 137,529 | $ 79 | $ 137,948 | $ (498) | $ 23,176 | $ 160,705 | |
Increase (decrease) in shareholders' equity | |||||||
Net Income | 985 | 985 | 161 | 1,146 | |||
Stock Repurchase | 5,014 | 4 | 5,010 | 5,014 | |||
Payment of Shelf Registration and ATM Transaction Costs | (298) | (298) | (298) | ||||
Stock Issuance to Directors | 238 | 238 | 238 | ||||
Cash Dividend | (6,200) | (6,200) | (1,003) | (7,203) | |||
Other Comprehensive Income (Loss) | (481) | $ (481) | (481) | ||||
Balance at Dec. 31, 2020 | 126,759 | 75 | 132,878 | (5,713) | (481) | 22,334 | 149,093 |
Increase (decrease) in shareholders' equity | |||||||
Net Income | 9,964 | 9,964 | 1,498 | 11,462 | |||
Stock Issuance to Directors | 297 | 297 | 297 | ||||
Cash Dividend | (10,670) | (10,670) | (1,494) | (12,164) | |||
Other Comprehensive Income (Loss) | 2,403 | 2,403 | 2,403 | ||||
Stock Issuance, Net of Equity Issuance Costs | 67,770 | 39 | 67,731 | 67,770 | |||
Operating Units Issued | 9,041 | 9,041 | |||||
Balance at Dec. 31, 2021 | 196,523 | 114 | 200,906 | (6,419) | 1,922 | 31,379 | 227,902 |
Increase (decrease) in shareholders' equity | |||||||
Net Income | 29,720 | 29,720 | 4,235 | 33,955 | |||
Stock Issuance to Directors | 310 | 310 | 310 | ||||
Cash Dividend | (13,259) | (13,259) | (1,857) | (15,116) | |||
Other Comprehensive Income (Loss) | 12,679 | 12,679 | 12,679 | ||||
Stock Issuance, Net of Equity Issuance Costs | 35,645 | 20 | 35,625 | 35,645 | |||
Balance at Dec. 31, 2022 | $ 261,618 | $ 134 | $ 236,841 | $ 10,042 | $ 14,601 | $ 33,757 | $ 295,375 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Common Stock | |||
Cash Dividends (in dollars per share) | $ 1.090 | $ 1.015 | $ 0.820 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flow From Operating Activities: | |||
Net Income | $ 33,955 | $ 11,462 | $ 1,146 |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | |||
Depreciation and Amortization | 23,564 | 15,939 | 9,949 |
Amortization of Intangible Lease Assets and Liabilities to Lease Income | (328) | (257) | (108) |
Amortization of Deferred Financing Costs to Interest Expense | 599 | 362 | 188 |
Non-Cash Portion of Extinguishment of Debt | 727 | ||
Gain on Disposition of Assets | (33,801) | (9,675) | (287) |
Non-Cash Compensation | 310 | 309 | 268 |
Decrease (Increase) in Assets: | |||
Straight-Line Rent Adjustment | (935) | (607) | (1,524) |
COVID-19 Rent Repayments (Deferrals) | 45 | 430 | (378) |
Other Assets | 552 | (2,413) | (830) |
Increase (Decrease) in Liabilities: | |||
Accounts Payable, Accrued Expenses, and Other Liabilities | 217 | 673 | 2 |
Prepaid Rent and Deferred Revenue | (253) | 977 | 968 |
Net Cash Provided By Operating Activities | 24,652 | 17,200 | 9,394 |
Cash Flow From Investing Activities: | |||
Acquisition of Real Estate, Including Capitalized Expenditures | (189,148) | (223,407) | (118,808) |
Proceeds from Disposition of Assets | 150,370 | 27,415 | 4,933 |
Net Cash Used In Investing Activities | (38,778) | (195,992) | (113,875) |
Cash Flow from Financing Activities: | |||
Proceeds from Long-Term Debt | 277,000 | 294,622 | 115,500 |
Payments on Long-Term Debt | (277,750) | (162,431) | (8,691) |
Cash Paid for Loan Fees | (2,106) | (1,402) | (261) |
Repurchase of Common Stock | (5,014) | ||
Cash Paid for Shelf Registration and ATM Transaction Costs | (298) | ||
Proceeds From Stock Issuance, Net | 35,645 | 67,770 | |
Dividends Paid | (15,116) | (12,164) | (7,203) |
Net Cash Provided By Financing Activities | 17,673 | 186,395 | 94,033 |
Net Increase (Decrease) in Cash and Cash Equivalents | 3,547 | 7,603 | (10,448) |
Cash and Cash Equivalents and Restricted Cash, Beginning of Period | 9,497 | 1,894 | 12,342 |
Cash and Cash Equivalents and Restricted Cash, End of Period | 13,044 | 9,497 | 1,894 |
Supplemental Disclosure of Cash Flow Information: | |||
Cash Paid for Interest | 7,753 | 3,131 | 1,230 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | |||
Unrealized Gain (Loss) on Cash Flow Hedge | $ 12,679 | $ 2,403 | $ (481) |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income | Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent | Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent | Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent |
Right-of-Use Assets and Operating Lease Liability | $ 1,831 | ||
Operating Units Issued in Exchange for Real Estate | $ 9,041 | ||
Assumption of Mortgage Note Payable | $ 30,000 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS - Reconciliation of Cash to the Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Reconciliation of Cash to the Consolidated Balance Sheets: | ||||
Cash and Cash Equivalents | $ 9,018 | $ 8,851 | $ 1,894 | |
Restricted Cash | 4,026 | 646 | ||
Total Cash | $ 13,044 | $ 9,497 | $ 1,894 | $ 12,342 |
BUSINESS AND ORGANIZATION
BUSINESS AND ORGANIZATION | 12 Months Ended |
Dec. 31, 2022 | |
BUSINESS AND ORGANIZATION | |
BUSINESS AND ORGANIZATION | NOTE 1. BUSINESS AND ORGANIZATION BUSINESS Alpine Income Property Trust, Inc. (the “Company” or “PINE”) is a real estate company that owns and operates a high-quality portfolio of commercial net lease properties. The terms “us,” “we,” “our,” and “the Company” as used in this report refer to Alpine Income Property Trust, Inc. together with our consolidated subsidiaries. Our portfolio consists of 148 net leased properties located in 106 markets in 34 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. The Company has no employees and is externally managed by Alpine Income Property Manager, LLC, a Delaware limited liability company and a wholly owned subsidiary of CTO Realty Growth, Inc. (our “Manager”). CTO Realty Growth, Inc. (NYSE: CTO) is a Maryland corporation that is a publicly traded diversified real estate investment trust (“REIT”) and the sole member of our Manager (“CTO”). ORGANIZATION The Company is a Maryland corporation that was formed on August 19, 2019. On November 26, 2019, the Company closed its initial public offering (“IPO”). We conduct the substantial majority of our operations through Alpine Income Property OP, LP (the “Operating Partnership”). Our wholly owned subsidiary, Alpine Income Property GP, LLC (“PINE GP”), is the sole general partner of the Operating Partnership. Substantially all of our assets are held by, and our operations are conducted through, the Operating Partnership. As of December 31, 2022, we have a total ownership interest in the Operating Partnership of 88.7%, with CTO holding, directly and indirectly, an 8.1% ownership interest in the Operating Partnership. The remaining 3.2% ownership interest is held by an unrelated third party in connection with the issuance of units of the operating partnership (“OP Units”) issued as consideration for a portfolio of net lease properties acquired during the year ended December 31, 2021. 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 “Board”) 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 “Code”). To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Company’s annual REIT taxable income, without regard to the dividends paid deduction or net capital gain, to its stockholders (which does not necessarily equal net income as calculated in accordance with generally accepted accounting principles). As a REIT, the Company is generally not subject to U.S. federal corporate income tax to the extent of its distributions to stockholders. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax on its taxable income at regular corporate rates and generally will not be permitted to qualify for treatment as a REIT for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants the Company relief under certain statutory provisions. Such an event could materially adversely affect the Company’s net income and net cash available for distribution to stockholders. Even if the Company qualifies for taxation as a REIT, the Company may be subject to state and local taxes on its income and property and federal income and excise taxes on its undistributed income. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and other entities in which we have a controlling interest. All significant inter-company balances and transactions have been eliminated in the consolidated financial statements. SEGMENT REPORTING Financial Accounting Standards Board (“FASB”) ASC Topic 280, Segment Reporting USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period presented. Actual results could differ from those estimates. Among other factors, fluctuating market conditions that can exist in the national real estate markets and the volatility and uncertainty in the financial and credit markets make it possible that the estimates and assumptions, most notably those related to PINE’s investment in properties, could change materially due to continued volatility in the real estate and financial markets, or as a result of a significant dislocation in those markets. REAL ESTATE The Company’s real estate assets are primarily comprised of the properties in its portfolio, and are stated at cost, less accumulated depreciation and amortization. Such properties are depreciated on a straight-line basis over their estimated useful lives. Renewals and betterments are capitalized to the applicable property accounts. The cost of maintenance and repairs is expensed as incurred. The cost of property retired or otherwise disposed of, and the related accumulated depreciation or amortization, are removed from the accounts, and any resulting gain or loss is recorded in the statement of operations. The amount of depreciation of real estate, exclusive of amortization related to intangible assets, recognized for the years ended December 31, 2022, 2021, and 2020, was $14.8 million, $10.0 million, and $6.2 million, respectively. LONG-LIVED ASSETS The Company follows FASB ASC Topic 360-10, Property, Plant, and Equipment PURCHASE ACCOUNTING FOR ACQUISITIONS OF REAL ESTATE SUBJECT TO A LEASE Investments in real estate are carried at cost less accumulated depreciation and impairment losses, if any. The cost of investments in real estate reflects their purchase price or development cost. We evaluate each acquisition transaction to determine whether the acquired asset meets the definition of a business. Under Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805): 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 both the Company and the Predecessor amortize 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. SALES OF REAL ESTATE 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. PROPERTY LEASE REVENUE The rental arrangements associated with the Company’s 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 Company’s 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. The collectability of tenant receivables and straight-line rent adjustments is determined based on, among other things, the aging of the tenant receivable, management’s evaluation of credit risk associated with the tenant and industry of the tenant, and a review of specifically identified accounts using judgment. As of December 31, 2022 and 2021, the Company’s allowance for doubtful accounts totaled $0.4 million and $0.3 million, respectively. SALES TAX Sales tax collected on lease payments is recognized as a liability in the accompanying consolidated balance sheets when collected. The liability is reduced at the time payment is remitted to the applicable taxing authority. CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash on hand, bank demand accounts, and money market accounts having original maturities of 90 days or less. The Company’s bank balances as of December 31, 2022 and 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 totaled $4.0 million at December 31, 2022 which is being held in an escrow account to be reinvested through the like-kind exchange structure into other income properties. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITY Derivatives and Hedging 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 hedges’ 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 we will continue to do so on a quarterly basis. 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, “Interest Rate Swaps”). FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of the Company’s 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 at December 31, 2022 and December 31, 2021, 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 The Company’s estimates of fair value of financial and non-financial assets and liabilities is based on the framework established by GAAP. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. GAAP describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels: ● Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities. ● Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models, and similar techniques. EARNINGS PER COMMON SHARE Basic earnings per common share is computed by dividing net income attributable to the Company for the period by the weighted average number of shares outstanding for the period. Diluted earnings per common share is based on the assumption that the OP Units issued are exchanged for shares of our common stock on a one-for-one basis. INCOME TAXES The Company has elected to be taxed as a REIT for U.S. federal income tax purposes under the Code. We believe the Company has been organized and has operated in such a manner as to qualify for taxation as a REIT under the U.S. federal income tax laws. The Company intends to continue to operate in such a manner. As a REIT, the Company will be subject to U.S. federal and state income taxation at corporate rates on its net taxable income; the Company, however, may claim a deduction for the amount of dividends paid to its stockholders. Amounts distributed as dividends by the Company will be subject to taxation at the stockholder level only. While the Company must distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, to qualify as a REIT, the Company intends to distribute all of its net taxable income. The Company is allowed certain other non-cash deductions or adjustments, such as depreciation expense, when computing its REIT taxable income and distribution requirement. These deductions permit the Company to reduce its dividend payout requirement under U.S. federal income tax laws. Certain states may impose minimum franchise taxes. The Company may form one or more taxable REIT subsidiaries (“TRSs”), which will be subject to applicable U.S. federal, state and local corporate income tax on their taxable income. For the periods presented, the Company did not have any TRSs that would be subject to taxation. STOCK-BASED COMPENSATION The Company adopted the Individual Equity Incentive Plan (the “Individual Plan”) and the Manager Equity Incentive Plan (the “Manager Plan”), which are collectively referred to herein as the Equity Incentive Plans. The purpose of the Equity Incentive Plans is to provide equity incentive opportunities to members of the Manager’s management team and employees who perform services for the Company, the Company’s independent directors, advisers, consultants and other personnel, either individually or via grants of incentive equity to the Manager. The Company has issued restricted shares of common stock pursuant to the Equity Incentive Plans. The Company’s determination of the grant date fair value of the three-year vest restricted stock awards was calculated by multiplying the number of shares issued by the Company’s stock price at the grant date. Compensation cost is recognized on a straight-line basis over the vesting period and is included in general and administrative expenses in the Company’s consolidated statements of operations. Award forfeitures are accounted for in the period in which they occur. CONCENTRATION OF CREDIT RISK Certain individual tenants in the Company’s portfolio of properties accounted for more than 10% of total revenues during the years ended December 31, 2021 and 2020. No individual tenant accounted for more than 10% of total revenues during the year ended December 31, 2022. For the year ended December 31, 2021, Wells Fargo represented 12% of total revenues. Wells Fargo and Hilton Grand Vacations represented 19% and 12% of total revenues, respectively, for the year ended December 31, 2020. As of December 31, 2022 and 2021, 19% and 20%, respectively, of the Company’s real estate portfolio, based on square footage, was located in the state of Texas. Uncertainty of the duration of a prolonged real estate and economic downturn could have an adverse impact on the Company’s real estate values. RECENTLY ISSUED ACCOUNTING STANDARDS Cessation of LIBOR Lease Modifications. |
PROPERTY PORTFOLIO
PROPERTY PORTFOLIO | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY PORTFOLIO | |
PROPERTY PORTFOLIO | NOTE 3. PROPERTY PORTFOLIO As of December 31, 2022, the Company’s property portfolio consisted of 148 properties with total square footage of 3.7 million. 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. The components of leasing revenue are as follows (in thousands): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Lease Income Lease Payments $ 40,190 $ 27,138 $ 17,746 Variable Lease Payments 5,013 2,990 1,502 Total Lease Income $ 45,203 $ 30,128 $ 19,248 Minimum Future Rental Receipts. Year Ending December 31, Amounts 2023 $ 39,790 2024 38,772 2025 37,158 2026 36,493 2027 33,477 2028 and Thereafter (Cumulative) 119,999 Total $ 305,689 2022 Activity. During the year ended December 31, 2022, the Company sold 16 properties for an aggregate sales price of $154.6 million, generating aggregate gains on sale of $33.8 million. 2021 Activity. During the year ended December 31, 2021, the Company sold three properties for an aggregate sales price of $28.3 million, generating aggregate gains on sale of $9.7 million. 2020 Activity. During the year ended December 31, 2020, the Company sold one property for a sales price of $5.1 million, generating a gain on sale of $0.3 million. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 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 Company’s financial instruments not carried at fair value on the consolidated balance sheets as of December 31, 2022 and 2021 (in thousands): December 31, 2022 December 31, 2021 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Cash and Cash Equivalents - Level 1 $ 9,018 $ 9,018 $ 8,851 $ 8,851 Restricted Cash - Level 1 $ 4,026 $ 4,026 $ 646 $ 646 Long-Term Debt - Level 2 $ 267,116 $ 250,568 $ 267,740 $ 272,637 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 (liabilities) measured on a recurring basis by Level as of December 31, 2022 and 2021(in thousands). See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps. Fair Value at Reporting Date Using Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) December 31, 2022 2026 Term Loan Interest Rate Swap (1) $ 6,125 $ — $ 6,125 $ — 2027 Term Loan Interest Rate Swap (2) $ 8,476 $ — $ 8,476 $ — December 31, 2021 2026 Term Loan Interest Rate Swap (1) $ 945 $ — $ 945 $ — 2027 Term Loan Interest Rate Swap (2) $ 977 $ — $ 977 $ — (1) As of December 31, 2022, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 2.05% plus 0.10% and the applicable spread on the $100 million 2026 Term Loan (hereinafter defined) balance. See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps. (2) As of December 31, 2022, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 1.18% plus 0.10% and the applicable spread on the $100 million 2027 Term Loan (hereinafter defined) balance. See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps. |
INTANGIBLE ASSETS AND LIABILITI
INTANGIBLE ASSETS AND LIABILITIES | 12 Months Ended |
Dec. 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 December 31, 2022 and 2021 (in thousands): As of December 31, 2022 December 31, 2021 Intangible Lease Assets: Value of In-Place Leases $ 49,974 $ 45,301 Value of Above Market In-Place Leases 3,897 3,623 Value of Intangible Leasing Costs 20,579 19,066 Sub-total Intangible Lease Assets 74,450 67,990 Accumulated Amortization (14,018) (9,169) Sub-total Intangible Lease Assets—Net 60,432 58,821 Intangible Lease Liabilities: Value of Below Market In-Place Leases (6,130) (6,397) Sub-total Intangible Lease Liabilities (6,130) (6,397) Accumulated Amortization 1,080 921 Sub-total Intangible Lease Liabilities—Net (5,050) (5,476) Total Intangible Assets and Liabilities—Net $ 55,382 $ 53,345 The following table reflects the net amortization of intangible assets and liabilities during the years ended December 31, 2022, 2021, and 2020 (in thousands): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Amortization Expense $ 8,801 $ 5,977 $ 3,758 Accretion to Properties Revenue (328) (257) (108) Net Amortization of Intangible Assets and Liabilities $ 8,473 $ 5,720 $ 3,650 The estimated future amortization expense (income) related to net intangible assets and liabilities is as follows (in thousands): Year Ending December 31, Future Amortization Expense Future Accretion to Property Revenue Net Future Amortization of Intangible Assets and Liabilities 2023 $ 8,909 $ (354) $ 8,555 2024 8,542 (333) 8,209 2025 7,880 (297) 7,583 2026 7,321 (285) 7,036 2027 5,938 (226) 5,712 2028 and Thereafter 18,661 (374) 18,287 Total $ 57,251 $ (1,869) $ 55,382 As of December 31, 2022, the weighted average amortization period of both the total intangible assets and liabilities was 9.1 years. |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
OTHER ASSETS | |
OTHER ASSETS | NOTE 6. OTHER ASSETS Other assets consisted of the following (in thousands): As of December 31, 2022 December 31, 2021 Tenant Receivables—Net of Allowance for Doubtful Accounts (1) $ 1,172 $ 1,343 Prepaid Insurance 740 616 Deposits on Acquisitions 30 350 Prepaid Expenses, Deposits, and Other 1,494 1,496 Deferred Financing Costs—Net 1,518 469 Interest Rate Swaps 14,632 2,095 Operating Leases - Right-of-Use Asset (2) 1,647 — Total Other Assets $ 21,233 $ 6,369 (1) Includes $0.4 million and $0.3 million allowance for doubtful accounts as of December 31, 2022 and 2021, respectively. (2) See Note 7, “Operating Land Leases” for further disclosure related to the Company’s right-of-use asset balance as of December 31, 2022. |
OPERATING LAND LEASES
OPERATING LAND LEASES | 12 Months Ended |
Dec. 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, requires a lessee to recognize right-of-use assets and lease liabilities that arise from leases, whether qualifying as an operating or finance lease. As of December 31, 2022, the Company’s right-of-use assets liabilities The Company’s operating land leases do not include variable lease payments and generally provide renewal options, at the Company’s 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. 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 $0.1 million during the year ended December 31, 2022, with no such expense recognized during the years ended December 31, 2021 or 2020. The following table reflects a summary of operating land leases, under which the Company is the lessee, for the years ended December 31, 2022, 2021, and 2020 (in thousands): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Operating Cash Outflows $ 197 $ — $ — Weighted Average Remaining Lease Term 7.9 — — Weighted Average Discount Rate 2.0 — — Minimum future lease payments under non-cancelable operating land leases, having remaining terms in excess of one year subsequent to December 31, 2022, are summarized as follows (in thousands): Year Ending December 31, 2023 $ 257 2024 251 2025 192 2026 202 2027 202 2028 and Thereafter 692 Total Lease Payments $ 1,796 Imputed Interest (139) Operating Leases – Liability $ 1,657 |
ACCOUNTS PAYABLE, ACCRUED EXPEN
ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES | 12 Months Ended |
Dec. 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): As of December 31, 2022 December 31, 2021 Accounts Payable $ 17 $ 213 Accrued Expenses 1,609 676 Tenant Security Deposits 165 — Due to CTO 932 1,301 Interest Rate Swap 31 173 Operating Leases - Liability (1) 1,657 — Total Accounts Payable, Accrued Expenses, and Other Liabilities $ 4,411 $ 2,363 (1) See Note 7, “Operating Land Leases” for further disclosure related to the Company’s operating land lease liability balance as of December 31, 2022. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2022 | |
LONG-TERM DEBT | |
LONG-TERM DEBT | NOTE 9. LONG-TERM DEBT As of December 31, 2022, the Company’s outstanding indebtedness, at face value, was as follows (in thousands): Face Value Debt Stated Interest Rate Maturity Date Credit Facility $ 68,250 30-Day SOFR + 0.10% + January 2027 2026 Term Loan (1) 100,000 30-Day SOFR + 0.10% + May 2026 2027 Term Loan (2) 100,000 30-Day SOFR + 0.10% + January 2027 Total Debt/Weighted-Average Rate $ 268,250 3.98% (1) As of December 31, 2022, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 2.05% plus 0.10% and the applicable spread on the $100 million 2026 Term Loan (hereinafter defined) balance. See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps. (2) As of December 31, 2022, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 1.18% plus 0.10% and the applicable spread on the $100 million 2027 Term Loan (hereinafter defined) balance. See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps . Credit Facility. certain other lenders named therein, which amended and restated the 2027 Term Loan Credit Agreement (hereinafter defined) to include, among other things: ● the origination of a new senior unsecured revolving credit facility in the amount of $250 million (the “Credit Facility”) which matures on January 31, 2027, with the option to extend for one year ; ● an accordion option that allows the Company to request additional revolving loan commitments and additional term loan commitments, provided the aggregate amount of revolving loan commitments and term loan commitments shall not exceed $750 million; ● the amendment of certain financial covenants; and ● the addition of a sustainability-linked pricing component pursuant to which the Company will receive interest rate reductions up to 0.025% based on performance against sustainability performance targets. Pursuant to the 2022 Amended and Restated Credit Agreement, the indebtedness outstanding under the Credit Facility accrues at a rate ranging from SOFR plus 0.10% plus a range of 125 basis points to 220 basis points, based on the total balance outstanding under the Credit Facility as a percentage of the total asset value of the Company, as defined in the 2022 Amended and Restated Credit Agreement. The Company may utilize daily simple SOFR or term SOFR, at its election. The Credit Facility also accrues a fee of 15 or 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. At December 31, 2022, the current commitment level under the Credit Facility was $250.0 million and the Company had an outstanding balance of $68.3 million. Prior Credit Facility. 2026 Term Loan. On October 5, 2022, the Company entered into an amendment which, among other things, amends certain financial covenants and adds a sustainability-linked pricing component consistent with what is contained in the 2022 Amended and Restated Credit Agreement (the “2026 Term Loan Second Amendment”), effective September 30, 2022. 2027 Term Loan. Amendment”), which increased the Term Commitment by $20 million to an aggregate of $100 million. The 2027 Term Loan Amendment also effectuated the transition of the underlying variable interest rate from LIBOR to SOFR. On September 30, 2022, the Company entered into the 2022 Amended and Restated Credit Agreement which amended and restated the 2027 Term Loan Credit Agreement to include the origination of a new revolving credit facility in the amount of $250.0 million as previously described. The 2022 Amended and Restated Credit Agreement includes an accordion option that allows the Company to request additional revolving loan commitments and additional term loan commitments not to exceed $750.0 million in the aggregate. Mortgage Notes Payable. Long-term debt as of December 31, 2022 and 2021 consisted of the following (in thousands): December 31, 2022 December 31, 2021 Total Due Within One Year Total Due Within One Year Credit Facility $ 68,250 $ — $ 99,000 $ — 2026 Term Loan 100,000 — 60,000 — 2027 Term Loan 100,000 — 80,000 — Mortgage Note Payable - CMBS Portfolio — — 30,000 — Financing Costs, net of Accumulated Amortization (1,134) — (1,260) — Total Long-Term Debt $ 267,116 $ — $ 267,740 $ — Payments applicable to reduction of principal amounts as of December 31, 2022 will be required as follows (in thousands): Year Ending December 31, Amount 2023 $ — 2024 — 2025 — 2026 100,000 2027 168,250 2028 and Thereafter — Total Long-Term Debt - Face Value $ 268,250 The carrying value of long-term debt as of December 31, 2022 consisted of the following (in thousands): Total Current Face Amount $ 268,250 Financing Costs, net of Accumulated Amortization (1,134) Total Long-Term Debt $ 267,116 In addition to the $1.1 million of financing costs, net of accumulated amortization included in the table above, as of December 31, 2022, the Company also had financing costs, net of accumulated amortization related to the Credit Facility of $1.5 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 Company’s accompanying consolidated statements of operations. The following table reflects a summary of interest expense incurred and paid during the years ended December 31, 2022, 2021, and 2020 (in thousands): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Interest Expense $ 8,940 $ 3,340 $ 1,276 Amortization of Deferred Financing Costs to Interest Expense 599 362 188 Total Interest Expense $ 9,539 $ 3,702 $ 1,464 Total Interest Paid $ 7,753 $ 3,131 $ 1,230 The Company was in compliance with all of its debt covenants as of December 31, 2022. |
INTEREST RATE SWAPS
INTEREST RATE SWAPS | 12 Months Ended |
Dec. 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 years ended December 31, 2022, 2021, and 2020. 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 Company’s interest rate swap agreements are noted below (in thousands): Hedged Item Effective Date Maturity Date Rate Amount Fair Value as of December 31, 2022 2026 Term Loan (1) 5/21/2021 5/21/2026 2.05% + 0.10% + $ 100,000 $ 6,125 2027 Term Loan (2) 9/30/2021 11/26/2024 1.18%+ 0.10% + $ 100,000 $ 5,905 2027 Term Loan (3) 11/26/2024 1/31/2027 1.60%+ 0.10% + $ 80,000 $ 2,571 (1) As of December 31, 2022, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 2.05% plus 0.10% and the applicable spread on the $100 million 2026 Term Loan balance. The weighted average fixed interest rate of 2.05% , is comprised of: (i) rate swaps on $60.0 million of the 2026 Term Loan balance effective May 21, 2021, as amended on April 14, 2022 in connection with the 2026 Term Loan Amendment, to fix SOFR (prior to April 14, 2022, the swap was to fix LIBOR), and (ii) a rate swap on $40.0 million of the 2026 Term Loan Balance effective September 30, 2022, to fix SOFR. (2) As of December 31, 2022, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 1.18% plus 0.10% and the applicable spread on the $100 million 2027 Term Loan balance. The weighted average fixed interest rate of 1.18% , is comprised of: (i) rate swaps on $80.0 million of the 2027 Term Loan balance effective September 30, 2021, as amended on April 14, 2022 in connection with the 2027 Term Loan Amendment, to fix SOFR, (prior to April 14, 2022, the swap was to fix LIBOR), and (ii) a rate swap on $20.0 million of the 2027 Term Loan balance effective September 30, 2022, to fix SOFR. (3) The interest rate swap agreement hedges $80.0 million of the $100.0 million 2027 Term Loan balance under different terms and commences concurrent to the interest rate agreements maturing on November 26, 2024 to extend the fixed interest rate through maturity on January 31, 2027. |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
EQUITY | |
EQUITY | NOTE 11. EQUITY SHELF REGISTRATION 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. FOLLOW-ON PUBLIC OFFERING In June 2021, the Company completed a follow-on public offering of shares of common stock, which included the full exercise of the underwriters’ 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. ATM PROGRAM ACTIVITY On December 14, 2020, the Company implemented a $100.0 million “at-the-market” equity offering program (the “2020 ATM Program”) pursuant to which the Company may sell, from time to time, shares of the Company’s common stock. During the year ended December 31, 2022, the Company sold 446,167 shares under the 2020 ATM Program for gross proceeds of $8.7 million at a weighted average price of $19.44 per share, generating net proceeds of $8.6 million after deducting transaction fees totaling $0.1 million. During the year ended December 31, 2021, the Company sold 761,902 shares under the 2020 ATM Program for gross proceeds of $14.0 million at a weighted average price of $18.36 per share, generating net proceeds of $13.8 million after deducting transaction fees totaling $0.2 million. The Company was not active under the 2020 ATM Program during the year ended December 31, 2020. The 2020 ATM Program was terminated in advance of implementing the 2022 ATM Program, hereinafter defined. On October 21, 2022, the Company implemented a $150.0 million “at-the-market” equity offering program (the “2022 ATM Program”) pursuant to which the Company may sell, from time to time, shares of the Company’s common stock. In the aggregate, under the 2020 ATM Program and 2022 ATM Program, during the year ended December 31, 2022, the Company sold 1,925,408 shares for gross proceeds of $36.5 million at a weighted average price of $18.96 per share, generating net proceeds of $36.0 million after deducting transaction fees totaling $0.5 million. NONCONTROLLING INTEREST As of December 31, 2022, CTO holds, directly and indirectly, an 8.1% noncontrolling ownership interest in the Operating Partnership as a result of 1,223,854 OP Units issued to CTO at the time of the Company’s IPO. An additional 3.2% noncontrolling ownership interest is held by an unrelated third party in connection with the issuance of 479,640 OP Units as consideration for a portfolio of net lease properties acquired during the year ended December 31, 2021. 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 U.S. federal corporate 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 years ended December 31, 2022, 2021, and 2020, the Company declared and paid cash dividends on its common stock and OP Units of $1.090 per share, $1.015 per share, and $0.820 per share, respectively. |
COMMON STOCK AND EARNINGS PER S
COMMON STOCK AND EARNINGS PER SHARE | 12 Months Ended |
Dec. 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. The following is a reconciliation of basic and diluted earnings per common share (in thousands, except share and per share data): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Net Income Attributable to Alpine Income Property Trust, Inc. $ 29,720 $ 9,964 $ 985 Weighted Average Number of Common Shares Outstanding 11,976,001 9,781,066 7,588,349 Weighted Average Number of Common Shares Applicable to OP Units using Treasury Stock Method (1) 1,703,494 1,465,161 1,223,854 Total Shares Applicable to Diluted Earnings per Share 13,679,495 11,246,227 8,812,203 Per Common Share Data: Net Income Attributable to Alpine Income Property Trust, Inc. Basic $ 2.48 $ 1.02 $ 0.13 Diluted $ 2.17 $ 0.89 $ 0.11 (1) Represents shares underlying OP units including (i) 1,223,854 shares underlying OP Units issued to CTO in connection with our IPO and (ii) 479,640 shares underlying OP Units issued to an unrelated third party in connection with the acquisition of a portfolio of properties during the year ended December 31, 2021 (see Note 11, “Equity”) . |
SHARE REPURCHASES
SHARE REPURCHASES | 12 Months Ended |
Dec. 31, 2022 | |
SHARE REPURCHASES | |
SHARE REPURCHASES | NOTE 13. SHARE REPURCHASES In March 2020, the Board approved a $5.0 million stock repurchase program (the “$5.0 Million Repurchase Program”). During the year ended December 31, 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 Company’s common stock during the years ended December 31, 2022 or 2021. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | NOTE 14. STOCK-BASED COMPENSATION In connection with the closing of the IPO, on November 26, 2019, the Company granted restricted shares of common stock to each of the non-employee directors under the Individual Plan. Each of the non-employee directors received an award of 2,000 restricted shares of common stock on November 26, 2019. The restricted shares vested in substantially equal installments on each of the first, second, and third anniversaries of the grant date. As of December 31, 2022, all increments of this award had vested. In addition, the restricted shares are subject to a holding period beginning on the grant date and ending on the date that the grantee ceases to serve as a member of the Board (the “Holding Period”). During the Holding Period, the restricted shares may not be sold, pledged or otherwise transferred by the grantee. Except for the grant of these 8,000 restricted shares of common stock, the Company has not made any grants under the Equity Incentive Plans. Any future grants under the Equity Incentive Plans will be approved by the compensation committee of the Board. The 2019 non-employee director share awards had an aggregate grant date fair value of $0.15 million. The Company’s determination of the grant date fair value of the three-year vest restricted stock awards was calculated by multiplying the number of shares issued by the Company’s stock price at the grant date. Compensation cost was recognized on a straight-line basis over the vesting period and is included in general and administrative expenses in the Company’s consolidated statements of operations. The Company recognized stock compensation expense totaling $0.05 million during each of the years ended December 31, 2022, 2021, and 2020. A summary of activity for these awards during the years ended December 31, 2022, 2021 and 2020 is presented below: Non-Vested Restricted Shares Shares Wtd. Avg. Fair Value Non-Vested at January 1, 2020 8,000 $ 18.80 Granted — — Vested (2,664) $ 18.80 Expired — — Forfeited — — Non-Vested at December 31, 2020 5,336 $ 18.80 Granted — — Vested (2,668) $ 18.80 Expired — — Forfeited — — Non-Vested at December 31, 2021 2,668 $ 18.80 Granted — — Vested (2,668) $ 18.80 Expired — — Forfeited — — Non-Vested at December 31, 2022 — $ — As of December 31, 2022, there was no unrecognized compensation cost related to the three-year vest restricted shares. Each member of the Board has the option to receive his or her annual retainer in shares of Company common stock rather than cash. The number of shares awarded to the directors making such election is calculated quarterly by dividing the amount of the quarterly retainer payment due to such director by the trailing 20-day average price of the Company’s common stock as of the last business day of the calendar quarter, rounded down to the nearest whole number of shares. During the year ended December 31, 2022, the expense recognized for the value of the Company’s common stock received by non-employee directors totaled $0.3 million, or 14,485 shares, of which 3,514 shares were issued on April 1, 2022, 3,689 shares were issued on July 1, 2022, 3,774 shares were issued on October 1, 2022, and 3,508 shares were issued on January 1, 2023. During the year ended December 31, 2021, the expense recognized for the value of the Company’s common stock received by non-employee directors totaled $0.3 million, or 14,049 shares, of which 3,453 shares were issued on April 1, 2021, 3,525 shares were issued on July 1, 2021, 3,594 shares were issued on October 1, 2021, and 3,477 shares were issued on January 3, 2022. During the year ended December 31, 2020, the expense recognized for the value of the Company’s common stock received by non-employee directors totaled $0.2 million, or 14,572 shares, of which 4,098 shares were issued on April 1, 2020, 3,414 shares were issued on July 1, 2020, 3,474 shares were issued on October 1, 2020, and 3,586 shares were issued on January 1, 2021. Stock compensation expense for the years ended December 31, 2022, 2021, and 2020 is summarized as follows (in thousands): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Stock Compensation Expense – Director Restricted Stock $ 46 $ 50 $ 51 Stock Compensation Expense – Director Retainers Paid in Stock 264 259 217 Total Stock Compensation Expense $ 310 $ 309 $ 268 (1) Director retainers are issued through additional paid in capital in arrears. Therefore, the change in additional paid in capital during the years ended December 31, 2022, 2021, and 2020 reported on the consolidated statements of stockholders’ equity does not agree to the total non-cash compensation reported on the consolidated statements of cash flows. |
RELATED PARTY MANAGEMENT COMPAN
RELATED PARTY MANAGEMENT COMPANY | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY MANAGEMENT COMPANY | |
RELATED PARTY MANAGEMENT COMPANY | NOTE 15. RELATED PARTY MANAGEMENT COMPANY We are externally managed by the Manager, a wholly owned subsidiary of CTO. During the year ended December 31, 2022, CTO purchased 155,665 shares of PINE common stock in the open market for $2.7 million, or an average price per share of $17.57. During the year ended December 31, 2021, CTO purchased 8,088 shares of PINE common stock in the open market for $0.1 million, or an average price per share of $17.65. As of December 31, 2022, CTO owns, in the aggregate, 1,223,854 OP Units and 979,543 shares of PINE common stock, inclusive of (i) 815,790 shares of common stock totaling $15.6 million issued in connection with the IPO and (ii) 163,753 shares of common stock totaling $3.1 million purchased by CTO subsequent to the IPO. The aggregate 1,223,854 OP Units and 979,543 shares of PINE common stock held by CTO represent an investment totaling $42.0 million, or 14.6% of PINE’s outstanding equity, as of December 31, 2022. Management Agreement On November 26, 2019, the Operating Partnership and PINE entered into a management agreement with the Manager (the “Management Agreement”). Pursuant to the terms of the Management Agreement, our Manager manages, operates and administers our day-to-day operations, business and affairs, subject to the direction and supervision of 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 “total equity” (as defined in the Management Agreement and based on a 1.5% annual rate), calculated and payable in cash, quarterly in arrears. Our Manager has the ability to earn an annual incentive fee based on our total stockholder return exceeding an 8% cumulative annual hurdle rate (the “Outperformance Amount”) subject to a high-water mark price. We would pay our Manager an incentive fee 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, 2022, 2021 or 2020. 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 Manager’s performance and the management fees annually and, following the initial term, the Management Agreement may be terminated annually upon the affirmative vote of two 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. The Company incurred management fee expenses totaling $3.8 million, $3.2 million, and $2.6 million during the years ended December 31, 2022, 2021, and 2020, respectively. The Company also paid dividends on the common stock and OP Units owned by affiliates of the Manager in the amount of $2.3 million, $2.1 million, and $1.7 million, for the years ended December 31, 2022, 2021, and 2020, respectively. The following table represents amounts due from the Company to CTO (in thousands): As of Description December 31, 2022 December 31, 2021 Management Fee due to CTO $ 993 $ 913 Other (61) 388 Total (1) $ 932 $ 1,301 (1) Included in accrued expenses, see Note 8, “Accounts Payable, Accrued Expenses, and Other Liabilities”. ROFO Agreement On November 26, 2019, PINE also entered into an Exclusivity and Right of First Offer Agreement with CTO (the “ROFO Agreement”). 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 party’s 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 (the “Single Property”) for $11.5 million. The acquisition of the Single Property was completed on April 23, 2021. On April 2, 2021, the Company entered into a separate 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. 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. The terms of the purchase and sale agreement provided a total purchase price of $6.9 million, which acquisition was completed on January 7, 2022. The entry into the purchase and sale agreements, and subsequent completion of acquisitions, are a result of the Company exercising its right to purchase the aforementioned properties under the ROFO agreement. Conflicts of Interest Conflicts of interest may exist or could arise in the future with CTO and its affiliates, including our Manager, the individuals who serve as our executive officers and executive officers of CTO, any individual who serves as a director of our company and as a director of CTO and any limited partner of the Operating Partnership. Conflicts may include, without limitation: conflicts arising from the enforcement of agreements between us and CTO or our Manager; conflicts in the amount of time that executive officers and employees of CTO, who are provided to us through our Manager, will spend on our affairs versus CTO’s affairs; and conflicts in future transactions that we may pursue with CTO and its affiliates. We do not generally expect to enter into joint ventures with CTO, but if we do so, the terms and conditions of our joint venture investment will be subject to the approval of a majority of disinterested directors of the Board. In addition, we are subject to conflicts of interest arising out of our relationships with our Manager. Pursuant to the Management Agreement, our Manager is obligated to supply us with our senior management team. However, our Manager is not obligated to dedicate any specific CTO personnel exclusively to us, nor are the CTO personnel provided to us by our Manager obligated to dedicate any specific portion of their time to the management of our business. Additionally, our Manager is a wholly owned subsidiary of CTO. All of our executive officers are executive officers and employees of CTO and one of our officers (John P. Albright) is also a member of CTO’s board of directors. As a result, our Manager and the CTO personnel it provides to us may have conflicts between their duties to us and their duties to, and interests in, CTO. We may acquire or sell 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 asset. 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 arm’s length negotiations with an unaffiliated third party. In deciding whether to issue additional debt or equity securities, we will rely, in part, on recommendations made by our Manager. While such decisions are subject to the approval of the Board, our Manager is entitled to be paid a base management fee that is based on our “total equity” (as defined in the Management Agreement). As a result, our Manager may have an incentive to recommend that we issue additional equity securities at dilutive prices. All of our executive officers are executive officers and employees of CTO. These individuals and other CTO personnel provided to us through our Manager devote as much time to us as our Manager deems appropriate. However, our executive officers and other CTO personnel provided to us through our Manager may have conflicts in allocating their time and services between us, on the one hand, and CTO and its affiliates, on the other. During a period of prolonged economic weakness or another economic downturn affecting the real estate industry or at other times when we need focused support and assistance from our Manager and the CTO executive officers and other personnel provided to us through our Manager, we may not receive the necessary support and assistance we require or that we would otherwise receive if we were self-managed. Additionally, the ROFO Agreement does contain exceptions to CTO’s exclusivity for opportunities that include only an incidental interest in single-tenant, net leased properties. Accordingly, the 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 | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 16. COMMITMENTS AND CONTINGENCIES LEGAL PROCEEDINGS From time to time, the Company may be a party to certain legal proceedings, incidental to the normal course of business. 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 Company’s business or financial condition. CONTRACTUAL COMMITMENTS – EXPENDITURES As of December 31, 2022, the Company had no commitments related to capital expenditures. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 17. SUBSEQUENT EVENTS Subsequent events and transactions were evaluated through February 9, 2023, the date the consolidated financial statements were issued. There were no reportable subsequent events or transactions. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and other entities in which we have a controlling interest. All significant inter-company balances and transactions have been eliminated in the consolidated financial statements. |
SEGMENT REPORTING | SEGMENT REPORTING Financial Accounting Standards Board (“FASB”) ASC Topic 280, Segment Reporting |
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS | USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period presented. Actual results could differ from those estimates. Among other factors, fluctuating market conditions that can exist in the national real estate markets and the volatility and uncertainty in the financial and credit markets make it possible that the estimates and assumptions, most notably those related to PINE’s investment in properties, could change materially due to continued volatility in the real estate and financial markets, or as a result of a significant dislocation in those markets. |
REAL ESTATE | REAL ESTATE The Company’s real estate assets are primarily comprised of the properties in its portfolio, and are stated at cost, less accumulated depreciation and amortization. Such properties are depreciated on a straight-line basis over their estimated useful lives. Renewals and betterments are capitalized to the applicable property accounts. The cost of maintenance and repairs is expensed as incurred. The cost of property retired or otherwise disposed of, and the related accumulated depreciation or amortization, are removed from the accounts, and any resulting gain or loss is recorded in the statement of operations. The amount of depreciation of real estate, exclusive of amortization related to intangible assets, recognized for the years ended December 31, 2022, 2021, and 2020, was $14.8 million, $10.0 million, and $6.2 million, respectively. |
LONG-LIVED ASSETS | LONG-LIVED ASSETS The Company follows FASB ASC Topic 360-10, Property, Plant, and Equipment |
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 Investments in real estate are carried at cost less accumulated depreciation and impairment losses, if any. The cost of investments in real estate reflects their purchase price or development cost. We evaluate each acquisition transaction to determine whether the acquired asset meets the definition of a business. Under Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805): 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 both the Company and the Predecessor amortize 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. SALES OF REAL ESTATE 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. |
PROPERTY LEASE REVENUE | PROPERTY LEASE REVENUE The rental arrangements associated with the Company’s 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 Company’s 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. The collectability of tenant receivables and straight-line rent adjustments is determined based on, among other things, the aging of the tenant receivable, management’s evaluation of credit risk associated with the tenant and industry of the tenant, and a review of specifically identified accounts using judgment. As of December 31, 2022 and 2021, the Company’s allowance for doubtful accounts totaled $0.4 million and $0.3 million, respectively. |
SALES TAX | SALES TAX Sales tax collected on lease payments is recognized as a liability in the accompanying consolidated balance sheets when collected. The liability is reduced at the time payment is remitted to the applicable taxing authority. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash on hand, bank demand accounts, and money market accounts having original maturities of 90 days or less. The Company’s bank balances as of December 31, 2022 and 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 Restricted cash totaled $4.0 million at December 31, 2022 which is being held in an escrow account to be reinvested through the like-kind exchange structure into other income properties. |
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITY | DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITY Derivatives and Hedging 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 hedges’ 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 we will continue to do so on a quarterly basis. 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, “Interest Rate Swaps”). |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of the Company’s financial assets and liabilities including cash and cash equivalents, restricted cash, accounts receivable included in other assets, accounts payable, and accrued expenses and other liabilities at December 31, 2022 and December 31, 2021, 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 The Company’s estimates of fair value of financial and non-financial assets and liabilities is based on the framework established by GAAP. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. GAAP describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels: ● Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities. ● Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models, and similar techniques. |
EARNINGS PER COMMON SHARE | EARNINGS PER COMMON SHARE Basic earnings per common share is computed by dividing net income attributable to the Company for the period by the weighted average number of shares outstanding for the period. Diluted earnings per common share is based on the assumption that the OP Units issued are exchanged for shares of our common stock on a one-for-one basis. |
INCOME TAXES | INCOME TAXES The Company has elected to be taxed as a REIT for U.S. federal income tax purposes under the Code. We believe the Company has been organized and has operated in such a manner as to qualify for taxation as a REIT under the U.S. federal income tax laws. The Company intends to continue to operate in such a manner. As a REIT, the Company will be subject to U.S. federal and state income taxation at corporate rates on its net taxable income; the Company, however, may claim a deduction for the amount of dividends paid to its stockholders. Amounts distributed as dividends by the Company will be subject to taxation at the stockholder level only. While the Company must distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, to qualify as a REIT, the Company intends to distribute all of its net taxable income. The Company is allowed certain other non-cash deductions or adjustments, such as depreciation expense, when computing its REIT taxable income and distribution requirement. These deductions permit the Company to reduce its dividend payout requirement under U.S. federal income tax laws. Certain states may impose minimum franchise taxes. The Company may form one or more taxable REIT subsidiaries (“TRSs”), which will be subject to applicable U.S. federal, state and local corporate income tax on their taxable income. For the periods presented, the Company did not have any TRSs that would be subject to taxation. |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company adopted the Individual Equity Incentive Plan (the “Individual Plan”) and the Manager Equity Incentive Plan (the “Manager Plan”), which are collectively referred to herein as the Equity Incentive Plans. The purpose of the Equity Incentive Plans is to provide equity incentive opportunities to members of the Manager’s management team and employees who perform services for the Company, the Company’s independent directors, advisers, consultants and other personnel, either individually or via grants of incentive equity to the Manager. The Company has issued restricted shares of common stock pursuant to the Equity Incentive Plans. The Company’s determination of the grant date fair value of the three-year vest restricted stock awards was calculated by multiplying the number of shares issued by the Company’s stock price at the grant date. Compensation cost is recognized on a straight-line basis over the vesting period and is included in general and administrative expenses in the Company’s consolidated statements of operations. Award forfeitures are accounted for in the period in which they occur. |
CONCENTRATION OF CREDIT RISK | CONCENTRATION OF CREDIT RISK Certain individual tenants in the Company’s portfolio of properties accounted for more than 10% of total revenues during the years ended December 31, 2021 and 2020. No individual tenant accounted for more than 10% of total revenues during the year ended December 31, 2022. For the year ended December 31, 2021, Wells Fargo represented 12% of total revenues. Wells Fargo and Hilton Grand Vacations represented 19% and 12% of total revenues, respectively, for the year ended December 31, 2020. As of December 31, 2022 and 2021, 19% and 20%, respectively, of the Company’s real estate portfolio, based on square footage, was located in the state of Texas. Uncertainty of the duration of a prolonged real estate and economic downturn could have an adverse impact on the Company’s real estate values. |
RECENTLY ISSUED ACCOUNTING STANDARDS | RECENTLY ISSUED ACCOUNTING STANDARDS Cessation of LIBOR Lease Modifications. |
PROPERTY PORTFOLIO (Tables)
PROPERTY PORTFOLIO (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY PORTFOLIO | |
Schedule of components of leasing revenue | The components of leasing revenue are as follows (in thousands): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Lease Income Lease Payments $ 40,190 $ 27,138 $ 17,746 Variable Lease Payments 5,013 2,990 1,502 Total Lease Income $ 45,203 $ 30,128 $ 19,248 |
Schedule of minimum future base rental revenue on non-cancelable leases | Minimum Future Rental Receipts. Year Ending December 31, Amounts 2023 $ 39,790 2024 38,772 2025 37,158 2026 36,493 2027 33,477 2028 and Thereafter (Cumulative) 119,999 Total $ 305,689 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 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 Company’s financial instruments not carried at fair value on the consolidated balance sheets as of December 31, 2022 and 2021 (in thousands): December 31, 2022 December 31, 2021 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Cash and Cash Equivalents - Level 1 $ 9,018 $ 9,018 $ 8,851 $ 8,851 Restricted Cash - Level 1 $ 4,026 $ 4,026 $ 646 $ 646 Long-Term Debt - Level 2 $ 267,116 $ 250,568 $ 267,740 $ 272,637 |
Schedule of fair value of assets (liabilities) measured on recurring basis by Level | The following tables present the fair value of assets (liabilities) measured on a recurring basis by Level as of December 31, 2022 and 2021(in thousands). See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps. Fair Value at Reporting Date Using Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) December 31, 2022 2026 Term Loan Interest Rate Swap (1) $ 6,125 $ — $ 6,125 $ — 2027 Term Loan Interest Rate Swap (2) $ 8,476 $ — $ 8,476 $ — December 31, 2021 2026 Term Loan Interest Rate Swap (1) $ 945 $ — $ 945 $ — 2027 Term Loan Interest Rate Swap (2) $ 977 $ — $ 977 $ — (1) As of December 31, 2022, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 2.05% plus 0.10% and the applicable spread on the $100 million 2026 Term Loan (hereinafter defined) balance. See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps. (2) As of December 31, 2022, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 1.18% plus 0.10% and the applicable spread on the $100 million 2027 Term Loan (hereinafter defined) balance. See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps. |
INTANGIBLE ASSETS AND LIABILI_2
INTANGIBLE ASSETS AND LIABILITIES (Tables) | 12 Months Ended |
Dec. 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 December 31, 2022 and 2021 (in thousands): As of December 31, 2022 December 31, 2021 Intangible Lease Assets: Value of In-Place Leases $ 49,974 $ 45,301 Value of Above Market In-Place Leases 3,897 3,623 Value of Intangible Leasing Costs 20,579 19,066 Sub-total Intangible Lease Assets 74,450 67,990 Accumulated Amortization (14,018) (9,169) Sub-total Intangible Lease Assets—Net 60,432 58,821 Intangible Lease Liabilities: Value of Below Market In-Place Leases (6,130) (6,397) Sub-total Intangible Lease Liabilities (6,130) (6,397) Accumulated Amortization 1,080 921 Sub-total Intangible Lease Liabilities—Net (5,050) (5,476) Total Intangible Assets and Liabilities—Net $ 55,382 $ 53,345 |
Schedule of amortization of intangible assets and liabilities | The following table reflects the net amortization of intangible assets and liabilities during the years ended December 31, 2022, 2021, and 2020 (in thousands): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Amortization Expense $ 8,801 $ 5,977 $ 3,758 Accretion to Properties Revenue (328) (257) (108) Net Amortization of Intangible Assets and Liabilities $ 8,473 $ 5,720 $ 3,650 |
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): Year Ending December 31, Future Amortization Expense Future Accretion to Property Revenue Net Future Amortization of Intangible Assets and Liabilities 2023 $ 8,909 $ (354) $ 8,555 2024 8,542 (333) 8,209 2025 7,880 (297) 7,583 2026 7,321 (285) 7,036 2027 5,938 (226) 5,712 2028 and Thereafter 18,661 (374) 18,287 Total $ 57,251 $ (1,869) $ 55,382 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
OTHER ASSETS | |
Schedule of components of other assets | Other assets consisted of the following (in thousands): As of December 31, 2022 December 31, 2021 Tenant Receivables—Net of Allowance for Doubtful Accounts (1) $ 1,172 $ 1,343 Prepaid Insurance 740 616 Deposits on Acquisitions 30 350 Prepaid Expenses, Deposits, and Other 1,494 1,496 Deferred Financing Costs—Net 1,518 469 Interest Rate Swaps 14,632 2,095 Operating Leases - Right-of-Use Asset (2) 1,647 — Total Other Assets $ 21,233 $ 6,369 (1) Includes $0.4 million and $0.3 million allowance for doubtful accounts as of December 31, 2022 and 2021, respectively. (2) See Note 7, “Operating Land Leases” for further disclosure related to the Company’s right-of-use asset balance as of December 31, 2022. |
OPERATING LAND LEASES (Tables)
OPERATING LAND LEASES (Tables) | 12 Months Ended |
Dec. 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 years ended December 31, 2022, 2021, and 2020 (in thousands): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Operating Cash Outflows $ 197 $ — $ — Weighted Average Remaining Lease Term 7.9 — — Weighted Average Discount Rate 2.0 — — |
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 December 31, 2022, are summarized as follows (in thousands): Year Ending December 31, 2023 $ 257 2024 251 2025 192 2026 202 2027 202 2028 and Thereafter 692 Total Lease Payments $ 1,796 Imputed Interest (139) Operating Leases – Liability $ 1,657 |
ACCOUNTS PAYABLE, ACCRUED EXP_2
ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES (Tables) | 12 Months Ended |
Dec. 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): As of December 31, 2022 December 31, 2021 Accounts Payable $ 17 $ 213 Accrued Expenses 1,609 676 Tenant Security Deposits 165 — Due to CTO 932 1,301 Interest Rate Swap 31 173 Operating Leases - Liability (1) 1,657 — Total Accounts Payable, Accrued Expenses, and Other Liabilities $ 4,411 $ 2,363 (1) See Note 7, “Operating Land Leases” for further disclosure related to the Company’s operating land lease liability balance as of December 31, 2022. |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
LONG-TERM DEBT | |
Schedule of outstanding indebtedness, at face value | As of December 31, 2022, the Company’s outstanding indebtedness, at face value, was as follows (in thousands): Face Value Debt Stated Interest Rate Maturity Date Credit Facility $ 68,250 30-Day SOFR + 0.10% + January 2027 2026 Term Loan (1) 100,000 30-Day SOFR + 0.10% + May 2026 2027 Term Loan (2) 100,000 30-Day SOFR + 0.10% + January 2027 Total Debt/Weighted-Average Rate $ 268,250 3.98% (1) As of December 31, 2022, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 2.05% plus 0.10% and the applicable spread on the $100 million 2026 Term Loan (hereinafter defined) balance. See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps. (2) As of December 31, 2022, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 1.18% plus 0.10% and the applicable spread on the $100 million 2027 Term Loan (hereinafter defined) balance. See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps . |
Schedule of components of long-term debt | Long-term debt as of December 31, 2022 and 2021 consisted of the following (in thousands): December 31, 2022 December 31, 2021 Total Due Within One Year Total Due Within One Year Credit Facility $ 68,250 $ — $ 99,000 $ — 2026 Term Loan 100,000 — 60,000 — 2027 Term Loan 100,000 — 80,000 — Mortgage Note Payable - CMBS Portfolio — — 30,000 — Financing Costs, net of Accumulated Amortization (1,134) — (1,260) — Total Long-Term Debt $ 267,116 $ — $ 267,740 $ — |
Schedule of payments applicable to reduction of principal amounts | Payments applicable to reduction of principal amounts as of December 31, 2022 will be required as follows (in thousands): Year Ending December 31, Amount 2023 $ — 2024 — 2025 — 2026 100,000 2027 168,250 2028 and Thereafter — Total Long-Term Debt - Face Value $ 268,250 |
Schedule of carrying value of long-term debt | The carrying value of long-term debt as of December 31, 2022 consisted of the following (in thousands): Total Current Face Amount $ 268,250 Financing Costs, net of Accumulated Amortization (1,134) Total Long-Term Debt $ 267,116 |
Schedule of interest expense on debt | The following table reflects a summary of interest expense incurred and paid during the years ended December 31, 2022, 2021, and 2020 (in thousands): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Interest Expense $ 8,940 $ 3,340 $ 1,276 Amortization of Deferred Financing Costs to Interest Expense 599 362 188 Total Interest Expense $ 9,539 $ 3,702 $ 1,464 Total Interest Paid $ 7,753 $ 3,131 $ 1,230 |
INTEREST RATE SWAPS (Tables)
INTEREST RATE SWAPS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INTEREST RATE SWAPS | |
Schedule of interest rate swap agreements | Information related to the Company’s interest rate swap agreements are noted below (in thousands): Hedged Item Effective Date Maturity Date Rate Amount Fair Value as of December 31, 2022 2026 Term Loan (1) 5/21/2021 5/21/2026 2.05% + 0.10% + $ 100,000 $ 6,125 2027 Term Loan (2) 9/30/2021 11/26/2024 1.18%+ 0.10% + $ 100,000 $ 5,905 2027 Term Loan (3) 11/26/2024 1/31/2027 1.60%+ 0.10% + $ 80,000 $ 2,571 (1) As of December 31, 2022, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 2.05% plus 0.10% and the applicable spread on the $100 million 2026 Term Loan balance. The weighted average fixed interest rate of 2.05% , is comprised of: (i) rate swaps on $60.0 million of the 2026 Term Loan balance effective May 21, 2021, as amended on April 14, 2022 in connection with the 2026 Term Loan Amendment, to fix SOFR (prior to April 14, 2022, the swap was to fix LIBOR), and (ii) a rate swap on $40.0 million of the 2026 Term Loan Balance effective September 30, 2022, to fix SOFR. (2) As of December 31, 2022, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 1.18% plus 0.10% and the applicable spread on the $100 million 2027 Term Loan balance. The weighted average fixed interest rate of 1.18% , is comprised of: (i) rate swaps on $80.0 million of the 2027 Term Loan balance effective September 30, 2021, as amended on April 14, 2022 in connection with the 2027 Term Loan Amendment, to fix SOFR, (prior to April 14, 2022, the swap was to fix LIBOR), and (ii) a rate swap on $20.0 million of the 2027 Term Loan balance effective September 30, 2022, to fix SOFR. (3) The interest rate swap agreement hedges $80.0 million of the $100.0 million 2027 Term Loan balance under different terms and commences concurrent to the interest rate agreements maturing on November 26, 2024 to extend the fixed interest rate through maturity on January 31, 2027. |
COMMON STOCK AND EARNINGS PER_2
COMMON STOCK AND EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 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): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Net Income Attributable to Alpine Income Property Trust, Inc. $ 29,720 $ 9,964 $ 985 Weighted Average Number of Common Shares Outstanding 11,976,001 9,781,066 7,588,349 Weighted Average Number of Common Shares Applicable to OP Units using Treasury Stock Method (1) 1,703,494 1,465,161 1,223,854 Total Shares Applicable to Diluted Earnings per Share 13,679,495 11,246,227 8,812,203 Per Common Share Data: Net Income Attributable to Alpine Income Property Trust, Inc. Basic $ 2.48 $ 1.02 $ 0.13 Diluted $ 2.17 $ 0.89 $ 0.11 (1) Represents shares underlying OP units including (i) 1,223,854 shares underlying OP Units issued to CTO in connection with our IPO and (ii) 479,640 shares underlying OP Units issued to an unrelated third party in connection with the acquisition of a portfolio of properties during the year ended December 31, 2021 (see Note 11, “Equity”) . |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
STOCK-BASED COMPENSATION | |
Summary of nonvested restricted stock award activity | Non-Vested Restricted Shares Shares Wtd. Avg. Fair Value Non-Vested at January 1, 2020 8,000 $ 18.80 Granted — — Vested (2,664) $ 18.80 Expired — — Forfeited — — Non-Vested at December 31, 2020 5,336 $ 18.80 Granted — — Vested (2,668) $ 18.80 Expired — — Forfeited — — Non-Vested at December 31, 2021 2,668 $ 18.80 Granted — — Vested (2,668) $ 18.80 Expired — — Forfeited — — Non-Vested at December 31, 2022 — $ — |
Schedule of stock compensation expense | Stock compensation expense for the years ended December 31, 2022, 2021, and 2020 is summarized as follows (in thousands): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Stock Compensation Expense – Director Restricted Stock $ 46 $ 50 $ 51 Stock Compensation Expense – Director Retainers Paid in Stock 264 259 217 Total Stock Compensation Expense $ 310 $ 309 $ 268 (1) Director retainers are issued through additional paid in capital in arrears. Therefore, the change in additional paid in capital during the years ended December 31, 2022, 2021, and 2020 reported on the consolidated statements of stockholders’ equity does not agree to the total non-cash compensation reported on the consolidated statements of cash flows. |
RELATED PARTY MANAGEMENT COMP_2
RELATED PARTY MANAGEMENT COMPANY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY MANAGEMENT COMPANY | |
Schedule of amount due to (from) parent company | The following table represents amounts due from the Company to CTO (in thousands): As of Description December 31, 2022 December 31, 2021 Management Fee due to CTO $ 993 $ 913 Other (61) 388 Total (1) $ 932 $ 1,301 (1) Included in accrued expenses, see Note 8, “Accounts Payable, Accrued Expenses, and Other Liabilities”. |
BUSINESS AND ORGANIZATION - Bus
BUSINESS AND ORGANIZATION - Business (Details) | Dec. 31, 2022 employee property item state |
Description of business | |
Number of real estate properties | 148 |
Number of markets in which entity operates | item | 106 |
Number of states in which entity operates | state | 34 |
Entity Number of Employees | employee | 0 |
Single-tenant | |
Description of business | |
Number of real estate properties | 148 |
BUSINESS AND ORGANIZATION - Org
BUSINESS AND ORGANIZATION - Organization (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Class of Stock [Line Items] | |
Percentage of ownership interest in limited liability company | 3.20% |
Minimum percentage of taxable income, distributable | 90% |
PINE GP | Operating Partnership | |
Class of Stock [Line Items] | |
Ownership interest in Operating partnership | 88.70% |
CTO | Operating Partnership | |
Class of Stock [Line Items] | |
Ownership interest of Manager in Operating partnership | 8.10% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - General Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Number of reportable segments | segment | 1 | ||
Real estate depreciation, excluding intangible assets amortization | $ 14.8 | $ 10 | $ 6.2 |
Allowance for doubtful accounts | $ 0.4 | $ 0.3 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash, Earnings per common share and Income Taxes (Details) $ in Thousands | Nov. 26, 2019 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Restricted cash | $ 4,026 | $ 646 | |
Stock split ratio | 1 | ||
Minimum percentage of taxable income, distributable | 90% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Stock-based Compensation (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Non employee | Restricted Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Credit Risk - Revenues (Details) - Revenue Benchmark - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Hilton Grand Vacations | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 12% | |
Wells Fargo Bank, NA | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 12% | 19% |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Credit Risk - Square Footage (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Real estate portfolio located At Texas | ||
Concentration Risk [Line Items] | ||
Real estate portfolio (as a percent) | 19% | 20% |
PROPERTY PORTFOLIO - Portfolio
PROPERTY PORTFOLIO - Portfolio Information (Details) ft² in Millions | Dec. 31, 2022 ft² property |
PROPERTY PORTFOLIO | |
Number of real estate properties | property | 148 |
Area of real estate property | ft² | 3.7 |
PROPERTY PORTFOLIO - Leasing Re
PROPERTY PORTFOLIO - Leasing Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease Income | |||
Lease Payments | $ 40,190 | $ 27,138 | $ 17,746 |
Variable Lease Payments | 5,013 | 2,990 | 1,502 |
Total Lease Income | $ 45,203 | $ 30,128 | $ 19,248 |
PROPERTY PORTFOLIO - Minimum Fu
PROPERTY PORTFOLIO - Minimum Future Base Rental Revenue on Non-cancelable Leases (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Minimum future base rental revenue on non-cancelable leases | |
2023 | $ 39,790 |
2024 | 38,772 |
2025 | 37,158 |
2026 | 36,493 |
2027 | 33,477 |
2028 and Thereafter (Cumulative) | 119,999 |
Total | $ 305,689 |
PROPERTY PORTFOLIO - Properties
PROPERTY PORTFOLIO - Properties Acquired and Disposed (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) property state tenant | Dec. 31, 2021 USD ($) property | Dec. 31, 2020 USD ($) property | |
PROPERTY PORTFOLIO | |||
Number of real estate properties | property | 148 | ||
Acquired intangible liabilities for the below market lease | $ 5,050 | $ 5,476 | |
Gain on Disposition of Assets | $ 33,801 | $ 9,675 | $ 287 |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||
PROPERTY PORTFOLIO | |||
Number of real estate properties disposed | property | 16 | 3 | 1 |
Sales price | $ 154,600 | $ 28,300 | $ 5,100 |
Gain on Disposition of Assets | $ 33,800 | $ 9,700 | $ 300 |
Single-tenant Net Lease Income Properties Acquired in 2022 | |||
PROPERTY PORTFOLIO | |||
Number of real estate properties | property | 51 | ||
Purchase price | $ 187,400 | ||
Acquired properties, cost | $ 189,000 | ||
Number of states for leased asset | state | 21 | ||
Number of tenant for leased property | tenant | 18 | ||
Initial cost of land | $ 44,500 | ||
Initial cost of building and improvements | 123,000 | ||
Acquired in-place lease value, leasing fees, and above market lease value | 23,700 | ||
Acquired intangible liabilities for the below market lease | $ 2,200 | ||
Weighted average amortization period of intangible liabilities | 8 years 10 months 24 days | ||
Single-tenant Net Lease Income Properties Acquired in 2022 | Weighted Average | |||
PROPERTY PORTFOLIO | |||
Remaining lease term at acquisition | 8 years 8 months 12 days | ||
Single-tenant Net Lease Income Properties Acquired in 2021 | |||
PROPERTY PORTFOLIO | |||
Number of real estate properties | property | 68 | ||
Purchase price | $ 260,300 | ||
Acquired properties, cost | 262,400 | ||
Initial cost of land | 100,800 | ||
Initial cost of building and improvements | 132,600 | ||
Acquired in-place lease value, leasing fees, and above market lease value | 31,800 | ||
Acquired intangible liabilities for the below market lease | $ 2,800 | ||
Weighted average amortization period of intangible liabilities | 8 years 7 months 6 days | ||
Single-tenant Net Lease Income Properties Acquired in 2020 | |||
PROPERTY PORTFOLIO | |||
Number of real estate properties | property | 29 | ||
Purchase price | $ 116,600 | ||
Acquired properties, cost | 117,700 | ||
Initial cost of land | 30,300 | ||
Initial cost of building and improvements | 70,000 | ||
Acquired in-place lease value, leasing fees, and above market lease value | 19,100 | ||
Acquired intangible liabilities for the below market lease | $ 1,700 | ||
Weighted average amortization period of intangible liabilities | 10 years 1 month 6 days |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Carrying Value and Estimated Fair Value (Details) - USD ($) $ in Thousands | Dec. 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 | $ 9,018 | $ 8,851 |
Restricted Cash | 4,026 | 646 |
Carrying Value | Significant Other Observable Inputs (Level 2) | ||
Carrying value and estimated fair value of financial instruments | ||
Long-Term Debt | 267,116 | 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 | 9,018 | 8,851 |
Restricted Cash | 4,026 | 646 |
Estimated Fair Value | Significant Other Observable Inputs (Level 2) | ||
Carrying value and estimated fair value of financial instruments | ||
Long-Term Debt | $ 250,568 | $ 272,637 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Measured on a Recurring Basis (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets, Fair Value Disclosure [Abstract] | ||
Interest Rate Swap | $ 14,632,000 | $ 2,095,000 |
Outstanding balance | 268,250,000 | |
Face amount of debt | 268,250,000 | |
2026 Term Loan Interest Rate Swap | ||
Assets, Fair Value Disclosure [Abstract] | ||
Interest Rate Swap | 6,125,000 | |
2026 Term Loan Interest Rate Swap | SOFR | ||
Assets, Fair Value Disclosure [Abstract] | ||
Face amount of debt | $ 100,000,000 | |
Interest rate | 2.05% | |
Applicable spread | 0.10% | |
2027 Term Loan Interest Rate Swap | SOFR | ||
Assets, Fair Value Disclosure [Abstract] | ||
Face amount of debt | $ 100,000,000 | |
Interest rate | 1.18% | |
Applicable spread | 0.10% | |
Recurring basis | 2026 Term Loan Interest Rate Swap | ||
Assets, Fair Value Disclosure [Abstract] | ||
Interest Rate Swap | $ 6,125,000 | 945,000 |
Recurring basis | 2026 Term Loan Interest Rate Swap | Significant Other Observable Inputs (Level 2) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Interest Rate Swap | 6,125,000 | 945,000 |
Recurring basis | 2027 Term Loan Interest Rate Swap | ||
Assets, Fair Value Disclosure [Abstract] | ||
Interest Rate Swap | 8,476,000 | 977,000 |
Recurring basis | 2027 Term Loan Interest Rate Swap | Significant Other Observable Inputs (Level 2) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Interest Rate Swap | $ 8,476,000 | $ 977,000 |
INTANGIBLE ASSETS AND LIABILI_3
INTANGIBLE ASSETS AND LIABILITIES - Components (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | $ 74,450 | $ 67,990 |
Accumulated Amortization | (14,018) | (9,169) |
Sub-total Intangible Lease Assets-Net | 60,432 | 58,821 |
Intangible Lease Liabilities | ||
Value of Below Market In-Place Leases | (6,130) | (6,397) |
Sub-total Intangible Lease Liabilities | (6,130) | (6,397) |
Accumulated Amortization | 1,080 | 921 |
Sub-total Intangible Lease Liabilities -Net | (5,050) | (5,476) |
Total Intangible Assets and Liabilities-Net | 55,382 | 53,345 |
Value of In-Place Leases | ||
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | 49,974 | 45,301 |
Value of Above Market In-Place Leases | ||
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | 3,897 | 3,623 |
Value of Intangible Leasing Costs | ||
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | $ 20,579 | $ 19,066 |
INTANGIBLE ASSETS AND LIABILI_4
INTANGIBLE ASSETS AND LIABILITIES - Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
INTANGIBLE ASSETS AND LIABILITIES | |||
Amortization Expense | $ 8,801 | $ 5,977 | $ 3,758 |
Accretion to Properties Revenue | (328) | (257) | (108) |
Net Amortization of Intangible Assets and Liabilities | $ 8,473 | $ 5,720 | $ 3,650 |
INTANGIBLE ASSETS AND LIABILI_5
INTANGIBLE ASSETS AND LIABILITIES - Summary of Estimated Amortization and Accretion (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Future Amortization Amount | ||
Sub-total Intangible Lease Assets-Net | $ 60,432 | $ 58,821 |
Future Accretion to Property Revenue | ||
Sub-total Intangible Lease Liabilities -Net | (5,050) | $ (5,476) |
Net Future Amortization of Intangible Assets and Liabilities | ||
2023 | 8,555 | |
2024 | 8,209 | |
2025 | 7,583 | |
2026 | 7,036 | |
2027 | 5,712 | |
2028 and Thereafter | 18,287 | |
Total | $ 55,382 | |
Amount allocated of total acquisition cost | ||
Weighted average amortization period | 9 years 1 month 6 days | |
Future Amortization | ||
Future Amortization Amount | ||
2023 | $ 8,909 | |
2024 | 8,542 | |
2025 | 7,880 | |
2026 | 7,321 | |
2027 | 5,938 | |
2028 and thereafter | 18,661 | |
Sub-total Intangible Lease Assets-Net | 57,251 | |
Future Accretion to Income Property Revenue | ||
Future Accretion to Property Revenue | ||
2023 | (354) | |
2024 | (333) | |
2025 | (297) | |
2026 | (285) | |
2027 | (226) | |
2028 and Thereafter | (374) | |
Sub-total Intangible Lease Liabilities -Net | $ (1,869) |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Assets | ||
Tenant Receivables - Net of Allowance for Doubtful Accounts | $ 1,172 | $ 1,343 |
Prepaid Insurance | 740 | 616 |
Deposits on Acquisitions | 30 | 350 |
Prepaid Expenses, Deposits, and Other | 1,494 | 1,496 |
Deferred Financing Costs-Net | 1,518 | 469 |
Interest Rate Swaps | 14,632 | 2,095 |
Operating Leases - Right-of-Use Asset | 1,647 | |
Total Other Assets | 21,233 | 6,369 |
Allowance for doubtful accounts | $ 400 | $ 300 |
OPERATING LAND LEASES - Narrati
OPERATING LAND LEASES - Narratives (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
OPERATING LAND LEASES | |||
Operating Leases - Right-of-Use Asset | $ 1,647 | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position | Other Assets | ||
Operating Leases - Liability | $ 1,657 | ||
Operating Lease, Liability, Statement of Financial Position | Accounts Payable, Accrued Expenses, and Other Liabilities | ||
Amortization expenses | $ 100 | $ 0 | $ 0 |
OPERATING LAND LEASES - Summary
OPERATING LAND LEASES - Summary of operating land leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
OPERATING LAND LEASES | |
Operating Cash Outflows | $ 197 |
Weighted Average Remaining Lease Term | 7 years 10 months 24 days |
Weighted Average Discount Rate | 2% |
OPERATING LAND LEASES - Minimum
OPERATING LAND LEASES - Minimum future lease payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Lease Payments | |
2023 | $ 257 |
2024 | 251 |
2025 | 192 |
2026 | 202 |
2027 | 202 |
2028 and Thereafter | 692 |
Total | $ 1,796 |
OPERATING LAND LEASES - Gross D
OPERATING LAND LEASES - Gross Difference (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Lease Liabilities, Gross Difference, Amount [Abstract] | |
Total | $ 1,796 |
Imputed Interest | (139) |
Operating Leases - Liability | $ 1,657 |
ACCOUNTS PAYABLE, ACCRUED EXP_3
ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES | ||
Accounts Payable | $ 17 | $ 213 |
Accrued Expenses | 1,609 | 676 |
Tenant Security Deposits | 165 | |
Due to CTO | 932 | 1,301 |
Interest Rate Swap | 31 | 173 |
Operating Leases - Liability | 1,657 | |
Total Accounts Payable, Accrued Expenses, and Other Liabilities | $ 4,411 | $ 2,363 |
LONG-TERM DEBT - Outstanding In
LONG-TERM DEBT - Outstanding Indebtedness (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | May 21, 2021 | |
Long-term debt | |||||
Outstanding balance | $ 268,250 | ||||
Total Debt | $ 268,250 | ||||
Weighted-Average Rate | 3.98% | ||||
Credit Facility | |||||
Long-term debt | |||||
Outstanding balance | $ 68,250 | $ 99,000 | |||
Total Debt | $ 68,250 | ||||
Credit Facility | SOFR | |||||
Long-term debt | |||||
Interest Rate | 0.10% | ||||
Credit Facility | SOFR | Minimum | |||||
Long-term debt | |||||
Interest Rate | 1.25% | ||||
Credit Facility | SOFR | Maximum | |||||
Long-term debt | |||||
Interest Rate | 2.20% | ||||
2026 Term Loan | |||||
Long-term debt | |||||
Outstanding balance | $ 100,000 | 60,000 | |||
Total Debt | 100,000 | $ 60,000 | |||
2026 Term Loan | SOFR | |||||
Long-term debt | |||||
Total Debt | $ 100,000 | ||||
Interest Rate | 0.10% | ||||
Weighted-Average Rate | 2.05% | ||||
2026 Term Loan | SOFR | Minimum | |||||
Long-term debt | |||||
Interest Rate | 1.35% | ||||
2026 Term Loan | SOFR | Maximum | |||||
Long-term debt | |||||
Interest Rate | 1.95% | ||||
2027 Term Loan | |||||
Long-term debt | |||||
Outstanding balance | $ 100,000 | 80,000 | |||
Total Debt | $ 100,000 | $ 80,000 | |||
Interest Rate | 0.10% | ||||
Weighted-Average Rate | 1.18% | ||||
2027 Term Loan | SOFR | |||||
Long-term debt | |||||
Interest Rate | 0.10% | ||||
2027 Term Loan | SOFR | Minimum | |||||
Long-term debt | |||||
Interest Rate | 1.25% | ||||
2027 Term Loan | SOFR | Maximum | |||||
Long-term debt | |||||
Interest Rate | 1.90% | ||||
Mortgage Note Payable - CMBS Portfolio | |||||
Long-term debt | |||||
Outstanding balance | $ 30,000 | ||||
Total Debt | $ 30,000 | ||||
Interest Rate | 4.33% |
LONG-TERM DEBT - Credit Facilit
LONG-TERM DEBT - Credit Facility (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Long-term debt | |||
Long-term debt | $ 267,116 | $ 267,740 | |
Credit Facility | |||
Long-term debt | |||
Percentage of borrowing capacity | 50% | ||
Amount outstanding | $ 250,000 | ||
Long-term debt | $ 68,300 | ||
Credit facility | $ 300 | ||
Credit Facility | Maximum | |||
Long-term debt | |||
Percentage of interest rate deductions | 0.025% | ||
Credit Facility | SOFR | |||
Long-term debt | |||
Interest at a fixed rate | 0.10% | ||
Credit Facility | SOFR | Minimum | |||
Long-term debt | |||
Interest at a fixed rate | 1.25% | ||
Marginal rate of fee on unused credit limit | 15% | ||
Credit Facility | SOFR | Maximum | |||
Long-term debt | |||
Interest at a fixed rate | 2.20% | ||
Marginal rate of fee on unused credit limit | 25% | ||
Credit Facility Maturing January 31, 2027 | |||
Long-term debt | |||
Maximum borrowing capacity | 250,000 | $ 250,000 | |
Extension term | 1 year | ||
Term Loan | |||
Long-term debt | |||
Maximum borrowing capacity including accordion feature | $ 750,000 | $ 750,000 |
LONG-TERM DEBT - Term Loan (Det
LONG-TERM DEBT - Term Loan (Details) - USD ($) $ in Thousands | May 21, 2021 | Dec. 31, 2022 | Sep. 30, 2022 | Apr. 14, 2022 | Sep. 30, 2021 |
Long-term debt | |||||
Face amount of debt | $ 268,250 | ||||
Term Loan | |||||
Long-term debt | |||||
Maximum borrowing capacity including accordion feature | 750,000 | $ 750,000 | |||
Credit Facility Maturing January 31, 2027 | |||||
Long-term debt | |||||
Maximum borrowing capacity | 250,000 | $ 250,000 | |||
2026 Term Loan | |||||
Long-term debt | |||||
Face amount of debt | $ 60,000 | 100,000 | |||
Debt instrument term (in years) | 5 years | ||||
Additional borrowing capacity | $ 40,000 | ||||
Aggregate amount of incremental Term loan | 100,000 | ||||
2027 Term Loan | |||||
Long-term debt | |||||
Face amount of debt | $ 100,000 | $ 80,000 | |||
Additional borrowing capacity | 20,000 | ||||
Aggregate amount of incremental Term loan | $ 100,000 |
LONG-TERM DEBT - Mortgage Notes
LONG-TERM DEBT - Mortgage Notes Payable (Details) $ in Thousands | Jun. 30, 2021 USD ($) property | Dec. 31, 2022 USD ($) property |
Long-term debt | ||
Face amount of debt | $ | $ 268,250 | |
Mortgage Note Payable - CMBS Portfolio | ||
Long-term debt | ||
Number of lease properties acquired | property | 6 | 6 |
Face amount of debt | $ | $ 30,000 | |
Interest at a fixed rate | 4.33% | |
Number of Propertied Sold Subsequent to Defeasance | property | 4 | |
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 | Dec. 31, 2022 | Dec. 31, 2021 |
Long-term debt | ||
Long-Term Debt, Gross | $ 268,250 | |
Financing Costs, net of Accumulated Amortization | (1,134) | $ (1,260) |
Long-Term Debt | 267,116 | 267,740 |
Credit Facility | ||
Long-term debt | ||
Long-Term Debt, Gross | 68,250 | 99,000 |
Long-Term Debt | 68,300 | |
2026 Term Loan | ||
Long-term debt | ||
Long-Term Debt, Gross | 100,000 | 60,000 |
2027 Term Loan | ||
Long-term debt | ||
Long-Term Debt, Gross | $ 100,000 | 80,000 |
Mortgage Note Payable - CMBS Portfolio | ||
Long-term debt | ||
Long-Term Debt, Gross | $ 30,000 |
LONG-TERM DEBT - Payments Appli
LONG-TERM DEBT - Payments Applicable to Reduction of Principal (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Payments applicable to reduction of principal amounts | |
2023 | $ 0 |
2024 | 0 |
2025 | 0 |
2026 | 100,000 |
2027 | 168,250 |
2028 and Thereafter | 0 |
Total Long-Term Debt - Face Value | $ 268,250 |
LONG-TERM DEBT - Carrying Value
LONG-TERM DEBT - Carrying Value (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
LONG-TERM DEBT | ||
Current Face Amount | $ 268,250 | |
Financing Costs, net of Accumulated Amortization | (1,134) | $ (1,260) |
Total Long-Term Debt - Face Value | 267,116 | 267,740 |
Deferred financing costs-net | $ 1,518 | $ 469 |
LONG-TERM DEBT - Interest Expen
LONG-TERM DEBT - Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
LONG-TERM DEBT | |||
Interest Expense | $ 8,940 | $ 3,340 | $ 1,276 |
Amortization of Deferred Financing Costs to Interest Expense | 599 | 362 | 188 |
Total Interest Expense | 9,539 | 3,702 | 1,464 |
Total Interest Paid | $ 7,753 | $ 3,131 | $ 1,230 |
INTEREST RATE SWAPS (Details)
INTEREST RATE SWAPS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INTEREST RATE SWAPS | ||
Effective percentage of interest rate swaps percentage | 100% | |
Face amount of debt | $ 268,250,000 | |
Fair Value | $ 14,632,000 | $ 2,095,000 |
Derivative Asset, Statement of Financial Position | Other Assets | Other Assets |
2026 Term Loan Interest Rate Swap | ||
INTEREST RATE SWAPS | ||
Interest rate swaps amount | $ 100,000,000 | |
Fair Value | $ 6,125,000 | |
2026 Term Loan Interest Rate Swap | SOFR | ||
INTEREST RATE SWAPS | ||
Interest rate | 2.05% | |
Applicable spread | 0.10% | |
Interest rate swaps amount | $ 100,000,000 | |
Face amount of debt | 100,000,000 | |
2026 Term Loan balance effective May 21, 2021 | SOFR | ||
INTEREST RATE SWAPS | ||
Interest rate swaps amount | 60,000,000 | |
2026 Term Loan Balance effective September 30, 2022 | SOFR | ||
INTEREST RATE SWAPS | ||
Interest rate swaps amount | $ 40,000,000 | |
2027 Term Loan Interest Rate Swap | SOFR | ||
INTEREST RATE SWAPS | ||
Interest rate | 1.18% | |
Applicable spread | 0.10% | |
Interest rate swaps amount | $ 100,000,000 | |
Face amount of debt | 100,000,000 | |
2027 Term Loan Maturing November 26, 2024 | ||
INTEREST RATE SWAPS | ||
Interest rate swaps amount | 100,000,000 | |
Fair Value | $ 5,905,000 | |
2027 Term Loan Maturing November 26, 2024 | SOFR | ||
INTEREST RATE SWAPS | ||
Interest rate | 1.18% | |
Applicable spread | 0.10% | |
2027 Term Loan Maturing January 31, 2027 | ||
INTEREST RATE SWAPS | ||
Interest rate swaps amount | $ 80,000,000 | |
Face amount of debt | 100,000,000 | |
Fair Value | $ 2,571,000 | |
2027 Term Loan Maturing January 31, 2027 | SOFR | ||
INTEREST RATE SWAPS | ||
Interest rate | 1.60% | |
Applicable spread | 0.10% | |
2027 Term Loan balance effective September 30, 2021 | ||
INTEREST RATE SWAPS | ||
Interest rate swaps amount | $ 80,000,000 | |
2027 Term Loan balance effective September 30, 2022 | SOFR | ||
INTEREST RATE SWAPS | ||
Interest rate swaps amount | $ 20,000,000 |
EQUITY - Shelf Registration & A
EQUITY - Shelf Registration & ATM Program (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Oct. 21, 2022 | Dec. 14, 2020 | Dec. 01, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity | |||||
Proceeds from Issuance of Stock | $ 35,645 | $ 67,770 | |||
Net proceeds | $ 35,645 | $ 67,770 | |||
ATM Program | |||||
Equity | |||||
Proceeds from Issuance of Stock | $ 100,000 | ||||
Share issued | 446,167 | 761,902 | |||
Average price per share | $ 19.44 | $ 18.36 | |||
Gross proceeds form the issuance of common stock | $ 8,700 | $ 14,000 | |||
Net proceeds | 8,600 | 13,800 | |||
Payment of Initial Public Offering Transaction Costs | $ 100 | $ 200 | |||
Market Equity Offering Program 2022 | |||||
Equity | |||||
Proceeds from Issuance of Stock | $ 150,000 | ||||
Share issued | 1,479,241 | ||||
Average price per share | $ 18.81 | ||||
Gross proceeds form the issuance of common stock | $ 27,800 | ||||
Net proceeds | 27,400 | ||||
Payment of Initial Public Offering Transaction Costs | $ 400 | ||||
Market Equity Offering 2020 and 2022 Program | |||||
Equity | |||||
Share issued | 1,925,408 | ||||
Average price per share | $ 18.96 | ||||
Gross proceeds form the issuance of common stock | $ 36,500 | ||||
Net proceeds | 36,000 | ||||
Payment of Initial Public Offering Transaction Costs | $ 500 | ||||
Maximum | |||||
Equity | |||||
Proceeds from Issuance of Stock | $ 350,000 |
EQUITY - Follow-on Public offer
EQUITY - Follow-on Public offering (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity | |||
Net proceeds | $ 35,645 | $ 67,770 | |
Follow on Public Offering | |||
Equity | |||
Share issued | 3,220,000 | ||
Net proceeds | $ 54,300 | ||
Over-Allotment Option | |||
Equity | |||
Share issued | 420,000 |
EQUITY - Noncontrolling Interes
EQUITY - Noncontrolling Interest (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Additional noncontrolling interest ownership percentage | 3.20% | |
Partners' capital account, units issued | 479,640 | 479,640 |
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 | 8.10% | |
Partners' capital account, units issued | 1,223,854 |
EQUITY - Dividends (Details)
EQUITY - Dividends (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Dividends | |||
Minimum taxable income excluding capital gain to be distributed to be taxed as a REIT | 90% | ||
Minimum taxable income including capital gain to be distributed to be taxed as a REIT | 100% | ||
Dividends on common stock and OP Units declared | $ 1.090 | $ 1.015 | $ 0.820 |
COMMON STOCK AND EARNINGS PER_3
COMMON STOCK AND EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Available to Common Shareholders: | |||
Net Income Attributable to Alpine Income Property Trust, Inc. | $ 29,720 | $ 9,964 | $ 985 |
Net Income Attributable to Alpine Income Property Trust, Inc. - Basic | 29,720 | 9,964 | 985 |
Net Income Attributable to Alpine Income Property Trust, Inc. - Diluted | $ 29,720 | $ 9,964 | $ 985 |
Weighted Average Number of Common Shares Outstanding (in shares) | 11,976,001 | 9,781,066 | 7,588,349 |
Common Shares Applicable to Stock | |||
Weighted Average Number of Common Shares Applicable to OP Units using Treasury Stock Method (in shares) | 1,703,494 | 1,465,161 | 1,223,854 |
Total Shares Applicable to Diluted Earnings Per Share (in shares) | 13,679,495 | 11,246,227 | 8,812,203 |
Per Common Share Data: | |||
Basic (in dollars per share) | $ 2.48 | $ 1.02 | $ 0.13 |
Diluted (in dollars per share) | $ 2.17 | $ 0.89 | $ 0.11 |
Partners' capital account, units issued | 479,640 | 479,640 | |
CTO | |||
Per Common Share Data: | |||
Partners' capital account, units issued | 1,223,854 |
SHARE REPURCHASES (Details)
SHARE REPURCHASES (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
SHARE REPURCHASES [Line Items] | ||||
Stock Repurchase | $ 5,014 | |||
Repurchases of common stock | $ 0 | $ 0 | ||
$5 Million Repurchase Program | ||||
SHARE REPURCHASES [Line Items] | ||||
Stock repurchase program authorized amount | $ 5,000 | $ 5,000 | ||
Shares repurchased (in shares) | 456,237 | |||
Stock Repurchase | $ 5,000 | |||
Average price per share of stock repurchased | $ 11.02 |
STOCK-BASED COMPENSATION - IPO
STOCK-BASED COMPENSATION - IPO (Details) - Restricted Shares - USD ($) $ in Thousands | 12 Months Ended | ||||
Nov. 26, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
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 | 0 | 0 | |
Unvested (in shares) | 0 | 2,668 | 5,336 | 8,000 | |
Vested (in shares) | 2,668 | 2,668 | 2,664 | ||
Aggregate grant date fair value | $ 150 | ||||
Vesting period | 3 years |
STOCK-BASED COMPENSATION - Non-
STOCK-BASED COMPENSATION - Non-Vested Restricted Shares (Details) - $ / shares | 12 Months Ended | |||
Nov. 26, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Non employee | ||||
Weighted Average Fair Value | ||||
Outstanding (in dollars per share) | $ 18.80 | $ 18.80 | $ 18.80 | |
Granted (in dollars per share) | 0 | 0 | 0 | |
Vested (in dollars per share) | 18.80 | 18.80 | 18.80 | |
Expired (in dollars per share) | 0 | 0 | 0 | |
Forfeited (in dollars per share) | 0 | 0 | 0 | |
Outstanding (in dollars per share) | $ 0 | $ 18.80 | $ 18.80 | |
Restricted Shares | ||||
Shares | ||||
Granted (in shares) | 8,000 | |||
Restricted Shares | Non employee | ||||
Shares | ||||
Outstanding (in shares) | 2,668 | 5,336 | 8,000 | |
Granted (in shares) | 2,000 | 0 | 0 | 0 |
Vested (in shares) | (2,668) | (2,668) | (2,664) | |
Expired (in shares) | 0 | 0 | 0 | |
Forfeited (in shares) | 0 | 0 | 0 | |
Outstanding (in shares) | 0 | 2,668 | 5,336 |
STOCK-BASED COMPENSATION - Unre
STOCK-BASED COMPENSATION - Unrecognized Compensation (Details) - Non employee - Restricted Shares $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 0 |
Vesting period | 3 years |
STOCK-BASED COMPENSATION - Gene
STOCK-BASED COMPENSATION - General Information (Details) $ in Thousands | 12 Months Ended | ||||||||||||||
Jan. 01, 2023 shares | Oct. 01, 2022 shares | Jul. 01, 2022 shares | Apr. 01, 2022 shares | Jan. 03, 2022 shares | Oct. 01, 2021 shares | Jul. 01, 2021 shares | Apr. 01, 2021 shares | Jan. 01, 2021 shares | Oct. 01, 2020 shares | Jul. 01, 2020 shares | Apr. 01, 2020 shares | Dec. 31, 2022 USD ($) D shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | |
STOCK-BASED COMPENSATION | |||||||||||||||
Stock compensation expense | $ 310 | $ 309 | $ 268 | ||||||||||||
Non employee | Restricted Shares | |||||||||||||||
STOCK-BASED COMPENSATION | |||||||||||||||
Period for average closing price | D | 20 | ||||||||||||||
Shares issued (in shares) | shares | 3,508 | 3,774 | 3,689 | 3,514 | 3,477 | 3,594 | 3,525 | 3,453 | 3,586 | 3,474 | 3,414 | 4,098 | 14,485 | 14,049 | 14,572 |
Stock compensation expense | $ 300 | $ 300 | $ 200 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | $ 310 | $ 309 | $ 268 |
General and Administrative Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 50 | 50 | 50 |
Director Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 46 | 50 | 51 |
Director Retainers Paid in Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | $ 264 | $ 259 | $ 217 |
RELATED PARTY MANAGEMENT COMP_3
RELATED PARTY MANAGEMENT COMPANY - General Information (Details) | 12 Months Ended | |||||||
Apr. 20, 2022 USD ($) | Jan. 05, 2022 USD ($) property | Apr. 06, 2021 USD ($) property | Nov. 27, 2019 USD ($) shares | Nov. 26, 2019 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | |
Related Party Transaction [Line Items] | ||||||||
Stock Issuance, Net of Equity Issuance Costs | $ 35,645,000 | $ 67,770,000 | ||||||
Stock split ratio | 1 | |||||||
Incentive fee payable | $ 0 | $ 0 | $ 0 | |||||
Partners' Capital Account, Units Issued | shares | 479,640 | 479,640 | ||||||
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 | $ 44,500,000 | $ 6,900,000 | $ 11,500,000 | |||||
CTO | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issuance, Net of Equity Issuance Costs | $ 3,100,000 | $ 2,700,000 | $ 100,000 | |||||
Share issued | shares | 163,753 | 155,665 | 8,088 | |||||
Average price per share | $ / shares | $ 17.57 | |||||||
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% | |||||||
Incentive fee | $ 0 | |||||||
Multiplying factor of outperformance amount with weighted average shares (as a percent) | 15% | |||||||
Management agreement renewal term | 1 year | |||||||
Voting rights (as a percent) | 66.67% | |||||||
Notice period | 30 days | |||||||
Payment of management fees | $ 3,800,000 | $ 3,200,000 | 2,600,000 | |||||
Payment of dividend | $ 2,300,000 | $ 2,100,000 | $ 1,700,000 | |||||
CTO | PINE GP | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share issued | shares | 979,543 | |||||||
Average price per share | $ / shares | $ 17.65 | |||||||
Percentage of outstanding common stock | 14.60% | |||||||
Cash investment | $ 42,000,000 | |||||||
CTO | Private Placement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issuance, Net of Equity Issuance Costs | $ 15,600,000 | |||||||
Share issued | shares | 815,790 |
RELATED PARTY MANAGEMENT COMP_4
RELATED PARTY MANAGEMENT COMPANY - Due to (from) CTO (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
RELATED PARTY MANAGEMENT COMPANY | ||
Management Fee due to CTO | $ 993 | $ 913 |
Other | (61) | 388 |
Total | $ 932 | $ 1,301 |