Document and Entity Information
Document and Entity Information - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 21, 2022 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0000023795 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-11350 | |
Entity Registrant Name | CTO REALTY GROWTH, INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 59-0483700 | |
Entity Address, Address Line One | 1140 N. Williamson Blvd. | |
Entity Address, Address Line Two | Suite 140 | |
Entity Address, City or Town | Daytona Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32114 | |
City Area Code | 386 | |
Local Phone Number | 274-2202 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Listing, Par Value Per Share | $ 0.01 | |
Entity Common Stock, Shares Outstanding | 18,317,378 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | CTO | |
Security Exchange Name | NYSE | |
Entity Listing, Par Value Per Share | $ 0.01 | |
Cumulative Preferred Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 6.375% Series A Cumulative Redeemable | |
Trading Symbol | CTO PrA | |
Security Exchange Name | NYSE | |
Entity Listing, Par Value Per Share | $ 0.01 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Real Estate: | ||
Land, at Cost | $ 205,245 | $ 189,589 |
Building and Improvements, at Cost | 344,205 | 325,418 |
Other Furnishings and Equipment, at Cost | 741 | 707 |
Construction in Process, at Cost | 10,419 | 3,150 |
Total Real Estate, at Cost | 560,610 | 518,864 |
Less, Accumulated Depreciation | (31,735) | (24,169) |
Real Estate-Net | 528,875 | 494,695 |
Land and Development Costs | 686 | 692 |
Intangible Lease Assets-Net | 78,328 | 79,492 |
Assets Held for Sale-See Note 24 | 0 | 6,720 |
Investment in Alpine Income Property Trust, Inc. | 38,483 | 41,037 |
Mitigation Credits | 3,436 | 3,702 |
Mitigation Credit Rights | 21,018 | 21,018 |
Commercial Loan and Investments | 68,783 | 39,095 |
Cash and Cash Equivalents | 7,137 | 8,615 |
Restricted Cash | 27,189 | 22,734 |
Refundable Income Taxes | 286 | 442 |
Deferred Income Taxes-Net | 105 | |
Other Assets - See Note 12 | 28,029 | 14,897 |
Total Assets | 802,355 | 733,139 |
Liabilities: | ||
Accounts Payable | 1,325 | 676 |
Accrued and Other Liabilities-See Note 18 | 15,705 | 13,121 |
Deferred Revenue-See Note 19 | 5,358 | 4,505 |
Intangible Lease Liabilities-Net | 5,277 | 5,601 |
Deferred Income Taxes-Net | 483 | |
Long-Term Debt | 343,196 | 278,273 |
Total Liabilities | 370,861 | 302,659 |
Commitments and Contingencies-See Note 22 | ||
Stockholders' Equity: | ||
Preferred Stock - 100,000,000 shares authorized; $0.01 par value, 6.375% Series A Cumulative Redeemable Preferred Stock, $25.00 Per Share Liquidation Preference, 3,000,000 shares issued and outstanding at June 30, 2022 and December 31, 2021 | 30 | 30 |
Common Stock - 500,000,000 shares authorized; $0.01 par value, 6,082,626 shares issued and outstanding at June 30, 2022 and 5,916,226 shares issued and outstanding at December 31, 2021 | 61 | 60 |
Additional Paid-In Capital | 86,347 | 85,414 |
Retained Earnings | 332,916 | 343,459 |
Accumulated Other Comprehensive Income | 12,140 | 1,517 |
Total Stockholders' Equity | 431,494 | 430,480 |
Total Liabilities and Stockholders' Equity | $ 802,355 | $ 733,139 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Preferred Stock | ||
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Issued | 3,000,000 | 3,000,000 |
Preferred Stock, Shares Outstanding | 3,000,000 | 3,000,000 |
Common Stock | ||
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares issued | 6,082,626 | 5,916,226 |
Common Stock, shares outstanding | 6,082,626 | 5,916,226 |
Cumulative Preferred Stock | ||
Preferred Stock | ||
Dividend rate (as a percent) | 6.375% | 6.375% |
Preferred stock, liquidation preference (in dollars per share) | $ 25 | $ 25 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues | ||||
Total Revenues | $ 19,463 | $ 14,283 | $ 36,673 | $ 28,995 |
Direct Cost of Revenues | ||||
Direct Cost of Revenues | (5,040) | (3,320) | (9,107) | (6,319) |
General and Administrative Expenses | (2,676) | (2,665) | (5,719) | (5,797) |
Impairment Charges | 0 | (16,527) | 0 | (16,527) |
Depreciation and Amortization | (6,727) | (5,031) | (13,096) | (9,861) |
Total Operating Expenses | (14,443) | (27,543) | (27,922) | (38,504) |
Gain (Loss) on Disposition of Assets | 4,732 | (245) | 5,440 | |
Gain (Loss) on Extinguishment of Debt | (641) | (641) | ||
Other Gains and Income (Loss) | 4,091 | (245) | 4,799 | |
Total Operating Income (Loss) | 5,020 | (9,169) | 8,506 | (4,710) |
Investment and Other Income (Loss) | (1,311) | 3,903 | (3,205) | 9,235 |
Interest Expense | (2,277) | (2,421) | (4,179) | (4,865) |
Income (Loss) Before Income Tax Benefit (Expense) | 1,432 | (7,687) | 1,122 | (340) |
Income Tax Benefit (Expense) | (214) | 3,963 | 298 | 4,401 |
Net Income (Loss) Attributable to the Company | 1,218 | (3,724) | 1,420 | 4,061 |
Distributions to Preferred Stockholders | (1,196) | (2,391) | ||
Net Income (Loss) Attributable to Common Stockholders | $ 22 | $ (3,724) | $ (971) | $ 4,061 |
Per Share Information-See Note 14: Basic | ||||
Basic Net Income (Loss) per Share Attributable to Common Stockholders (in dollars per share) | $ 0 | $ (0.63) | $ (0.16) | $ 0.69 |
Per Share Information-See Note 14: Diluted | ||||
Diluted Net Income (Loss) per Share Attributable to Common Stockholders (in dollars per share) | $ 0 | $ (0.63) | $ (0.16) | $ 0.69 |
Weighted Average Number of Common Shares - Basic (in shares) | 6,004,178 | 5,898,280 | 5,956,798 | 5,888,735 |
Weighted Average Number of Common Shares - Diluted (in shares) | 6,004,178 | 5,898,280 | 5,956,798 | 5,888,735 |
Income Properties | ||||
Revenues | ||||
Total Revenues | $ 16,367 | $ 11,574 | $ 31,535 | $ 23,023 |
Direct Cost of Revenues | ||||
Direct Cost of Revenues | (4,812) | (2,787) | (8,828) | (5,704) |
Management Fee Income | ||||
Revenues | ||||
Total Revenues | 948 | 752 | 1,884 | 1,421 |
Interest Income From Commercial Loans and Investments | ||||
Revenues | ||||
Total Revenues | 1,290 | 709 | 2,008 | 1,410 |
Real Estate Operations | ||||
Revenues | ||||
Total Revenues | 858 | 1,248 | 1,246 | 3,141 |
Direct Cost of Revenues | ||||
Direct Cost of Revenues | $ (228) | $ (533) | $ (279) | $ (615) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net Income (Loss) Attributable to the Company | $ 1,218 | $ (3,724) | $ 1,420 | $ 4,061 |
Other Comprehensive Income (Loss): | ||||
Cash Flow Hedging Derivative - Interest Rate Swaps | 2,611 | (67) | 10,623 | 1,170 |
Total Other Comprehensive Income (Loss) | 2,611 | (67) | 10,623 | 1,170 |
Total Comprehensive Income (Loss) | $ 3,829 | $ (3,791) | $ 12,043 | $ 5,231 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Stock | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total |
Balance at Dec. 31, 2020 | $ 7,250 | $ (77,541) | $ 83,183 | $ 339,917 | $ (1,910) | $ 350,899 | |
Increase (decrease) in shareholders' equity | |||||||
Net Income (Loss) Attributable to the Company | 4,061 | 4,061 | |||||
Vested Restricted Stock and Performance Shares | (436) | (436) | |||||
Exercise of Stock Options and Stock Issuance to Directors | 372 | 372 | |||||
Equity Issuance Costs | (428) | (428) | |||||
Stock-Based Compensation Expense | 1,336 | 1,336 | |||||
Par Value $0.01 per Share and Treasury Stock Derecognized at January 29, 2021 | (7,190) | 77,541 | (70,351) | ||||
Common Stock Dividends Declared for the Period | (12,083) | (12,083) | |||||
Other Comprehensive Income | 1,170 | 1,170 | |||||
Balance at Jun. 30, 2021 | 60 | 13,676 | 331,895 | (740) | 344,891 | ||
Balance at Dec. 31, 2020 | 7,250 | $ (77,541) | 83,183 | 339,917 | (1,910) | 350,899 | |
Balance at Dec. 31, 2021 | $ 30 | 60 | 85,414 | 343,459 | 1,517 | 430,480 | |
Balance at Mar. 31, 2021 | 60 | 13,341 | 341,645 | (673) | 354,373 | ||
Increase (decrease) in shareholders' equity | |||||||
Net Income (Loss) Attributable to the Company | (3,724) | (3,724) | |||||
Exercise of Stock Options and Stock Issuance to Directors | 80 | 80 | |||||
Equity Issuance Costs | (412) | (412) | |||||
Stock-Based Compensation Expense | 667 | 667 | |||||
Common Stock Dividends Declared for the Period | (6,026) | (6,026) | |||||
Other Comprehensive Income | (67) | (67) | |||||
Balance at Jun. 30, 2021 | 60 | 13,676 | 331,895 | (740) | 344,891 | ||
Balance at Dec. 31, 2021 | 30 | 60 | 85,414 | 343,459 | 1,517 | 430,480 | |
Increase (decrease) in shareholders' equity | |||||||
Net Income (Loss) Attributable to the Company | 1,420 | 1,420 | |||||
Adjustment to Equity Component of Convertible Debt Upon Adoption of ASU 2020-06 | (7,034) | 4,022 | (3,012) | ||||
Stock Repurchase | (1,147) | (1,147) | |||||
Vested Restricted Stock and Performance Shares | (845) | (845) | |||||
Exercise of Stock Options and Stock Issuance to Directors | 237 | 237 | |||||
Stock Issuance, Net of Equity Issuance Costs | 1 | 8,478 | 8,479 | ||||
Stock-Based Compensation Expense | 1,244 | 1,244 | |||||
Preferred Stock Dividends Declared for the Period | (2,391) | (2,391) | |||||
Common Stock Dividends Declared for the Period | (13,594) | (13,594) | |||||
Other Comprehensive Income | 10,623 | 10,623 | |||||
Balance at Jun. 30, 2022 | 30 | 61 | 86,347 | 332,916 | 12,140 | 431,494 | |
Balance at Mar. 31, 2022 | 30 | 60 | 81,092 | 339,828 | 9,529 | 430,539 | |
Increase (decrease) in shareholders' equity | |||||||
Net Income (Loss) Attributable to the Company | 1,218 | 1,218 | |||||
Stock Repurchase | (1,147) | (1,147) | |||||
Exercise of Stock Options and Stock Issuance to Directors | 88 | 88 | |||||
Stock Issuance, Net of Equity Issuance Costs | 1 | 5,689 | 5,690 | ||||
Stock-Based Compensation Expense | 625 | 625 | |||||
Preferred Stock Dividends Declared for the Period | (1,196) | (1,196) | |||||
Common Stock Dividends Declared for the Period | (6,934) | (6,934) | |||||
Other Comprehensive Income | 2,611 | 2,611 | |||||
Balance at Jun. 30, 2022 | $ 30 | $ 61 | $ 86,347 | $ 332,916 | $ 12,140 | $ 431,494 |
CONSOLIDATED STATEMENTS OF SH_2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) | 6 Months Ended |
Jun. 30, 2021 $ / shares | |
Common Stock | |
Special Distribution (in dollars per share) | $ 0.01 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Cash Flow from Operating Activities: | |||||
Net Income Attributable to the Company | $ 1,420 | $ 4,061 | |||
Adjustments to Reconcile Net Income Attributable to the Company to Net Cash Provided by Operating Activities: | |||||
Depreciation and Amortization | 13,096 | 9,861 | |||
Amortization of Intangible Liabilities to Income Property Revenue | $ 497 | $ (338) | 978 | (734) | |
Amortization of Deferred Financing Costs to Interest Expense | 172 | 159 | 337 | 324 | |
Amortization of Discount on Convertible Debt | 40 | 319 | 109 | 629 | |
Loss (Gain) on Disposition of Assets | 66 | (5,440) | |||
Loss on Disposition of Commercial Loan and Investments | 179 | ||||
Loss on Extinguishment of Debt | 641 | 641 | |||
Impairment Charges | 0 | 16,527 | 0 | 16,527 | |
Accretion of Commercial Loan and Investment Origination Fees | (79) | (1) | |||
Non-Cash Imputed Interest | (107) | (214) | |||
Deferred Income Taxes | (589) | (3,994) | |||
Unrealized (Gain) Loss on Investment Securities | 4,348 | (8,220) | |||
Non-Cash Compensation | 1,611 | 1,700 | |||
Decrease (Increase) in Assets: | |||||
Refundable Income Taxes | 157 | (573) | |||
Land and Development Costs | 6 | 399 | |||
Mitigation Credits and Mitigation Credit Rights | 266 | ||||
Other Assets | (2,802) | (636) | |||
Increase in Liabilities: | |||||
Accounts Payable | 650 | 287 | |||
Accrued and Other Liabilities | 1,915 | 2,956 | |||
Deferred Revenue | 852 | 717 | |||
Net Cash Provided By Operating Activities | 22,413 | 18,290 | |||
Cash Flow from Investing Activities: | |||||
Acquisition of Real Estate and Intangible Lease Assets and Liabilities | (29,621) | (114,021) | |||
Acquisition of Commercial Loans and Investments | (46,876) | (364) | |||
Cash Contribution to Joint Ventures | (346) | ||||
Proceeds from Disposition of Property, Plant, and Equipment, Net, and Assets Held for Sale | 6,754 | 34,261 | |||
Principal Payments Received on Commercial Loan and Investments | 17,182 | ||||
Acquisition of Investment Securities | (1,797) | ||||
Net Cash Used In Investing Activities | (54,358) | (80,470) | |||
Cash Flow From Financing Activities: | |||||
Proceeds from Long-Term Debt | 55,000 | 147,500 | |||
Payments on Long-Term Debt | (11,000) | (86,963) | |||
Cash Paid for Loan Fees | (148) | (900) | |||
Proceeds from (Cash Paid for) Exercise of Stock Options and Common Stock Issuance | 172 | (4) | |||
Cash Used to Purchase Common Stock | (1,147) | ||||
Cash Paid for Vesting of Restricted Stock | (845) | (436) | |||
Proceeds from (Cash Paid for) Issuance of Common Stock, Net | 8,478 | (428) | |||
Dividends Paid - Preferred Stock | (2,391) | ||||
Dividends Paid - Common Stock | (13,197) | (11,795) | |||
Net Cash Provided By Financing Activities | 34,922 | 46,974 | |||
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash | 2,977 | (15,206) | |||
Cash, Cash Equivalents and Restricted Cash, Beginning of Period | 31,349 | 33,825 | $ 33,825 | ||
Cash, Cash Equivalents and Restricted Cash, End of Period | 34,326 | 18,619 | 34,326 | 18,619 | 31,349 |
Reconciliation of Cash to the Consolidated Balance Sheets: | |||||
Cash and Cash Equivalents | 7,137 | 4,701 | 7,137 | 4,701 | 8,615 |
Restricted Cash | 27,189 | 13,918 | 27,189 | 13,918 | 22,734 |
Total Cash | $ 34,326 | $ 18,619 | $ 34,326 | $ 18,619 | $ 31,349 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Supplemental Disclosure of Cash Flow Information: | |||
Cash Paid for Taxes, Net of Refunds Received | $ (111) | $ (170) | |
Cash Paid for Interest | $ (2,591) | (3,678) | (4,022) |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | |||
Unrealized Gain on Cash Flow Hedges | 10,623 | 1,170 | |
Adjustment to Equity Component of Convertible Debt Upon Adoption of ASU 2020-06 | $ 3,012 | 3,012 | |
Common Stock Dividends Declared and Unpaid | 397 | 287 | |
Assumption of Mortgage Note Payable | $ 17,800 | $ 30,000 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2022 | |
DESCRIPTION OF BUSINESS | |
DESCRIPTION OF BUSINESS | NOTE 1. DESCRIPTION OF BUSINESS Description of Business We are a publicly traded, primarily retail-focused, real estate investment trust (“REIT”) that was founded in 1910. We own and manage, sometimes utilizing third-party property management companies, 21 commercial real estate properties in nine states in the United States. As of June 30, 2022, we owned seven single-tenant and 14 multi-tenant income-producing properties comprising 2.8 million square feet of gross leasable space. In addition to our income property portfolio, as of June 30, 2022, our business included the following: Management Services: ● A fee-based management business that is engaged in managing Alpine Income Property Trust, Inc. (“PINE”), see Note 5, “Related Party Management Services Business”. Commercial Loans and Investments: ● A portfolio of five commercial loan investments, one commercial property, which is included in the 21 commercial real estate properties above, whose lease is classified as commercial loan investment, and one preferred equity investment which is classified as a commercial loan investment. Real Estate Operations: ● A portfolio of subsurface mineral interests associated with approximately 356,000 surface acres in 19 counties in the State of Florida (“Subsurface Interests”); and ● An inventory of historically owned mitigation credits as well as mitigation credits produced by the Company’s mitigation bank. The mitigation bank owns a 2,500 acre parcel of land in the western part of Daytona Beach, Florida and, pursuant to a mitigation plan approved by the applicable state and federal authorities, produces mitigation credits that are sold to developers of land in the Daytona Beach area for the purpose of enabling the developers to obtain certain regulatory permits for property development (the “Mitigation Bank”). Prior to the Interest Purchase (hereinafter defined in Note 7, “Investment in Joint Ventures”) completed on September 30, 2021, the Company held a 30% retained interest in the entity that owns the Mitigation Bank. Our business also includes our investment in PINE. As of June 30, 2022, the fair value of our investment totaled $38.5 million, or 15.8% of PINE’s outstanding equity, including the units of limited partnership interest (“OP Units”) we hold in Alpine Income Property OP, LP (the “PINE Operating Partnership”), which are redeemable for cash, based upon the value of an equivalent number of shares of PINE common stock at the time of the redemption, or shares of PINE common stock on a one-for-one basis, at PINE’s election. Our investment in PINE generates investment income through the dividends distributed by PINE. In addition to the dividends we receive from PINE, our investment in PINE may benefit from any appreciation in PINE’s stock price, although no assurances can be provided that such appreciation will occur, the amount by which our investment will increase in value, or the timing thereof. Any dividends received from PINE are included in investment and other income (loss) on the accompanying consolidated statements of operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Financial Information The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited consolidated financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which provides a more complete understanding of the Company’s accounting policies, financial position, operating results, business properties, and other matters. The unaudited consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the financial position of the Company and the results of operations for the interim periods. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022. 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. Any real estate entities or properties included in the consolidated financial statements have been consolidated only for the periods that such entities or properties were owned or under control by us. All inter-company balances and transactions have been eliminated in the consolidated financial statements. As of June 30, 2022, the Company has an equity investment in PINE. Prior to the Interest Purchase (hereinafter defined in Note 7, “Investment in Joint Ventures”) completed on September 30, 2021, the Company held a 30% retained interest in the entity that owns the Mitigation Bank. Additionally, the Company held a 33.5% retained interest in the entity that held approximately 1,600 acres of undeveloped land in Daytona Beach, Florida (the “Land JV”) prior the sale of all of its remaining land holdings, which sale was completed on December 10, 2021, for $66.3 million to Timberline Acquisition Partners, LLC an affiliate of Timberline Real Estate Partners (the “Land JV Sale”). Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with U.S. 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. 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 the Company’s investments in income properties, could change materially due to continued volatility in the real estate and financial markets, or as a result of a significant dislocation in those markets. Recently Issued Accounting Standards Cessation of LIBOR. Debt with Conversion and Other Options. Cash and Cash Equivalents Cash and cash equivalents includes 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 June 30, 2022 and December 31, 2021 include certain amounts over the Federal Deposit Insurance Corporation limits. Restricted Cash Restricted cash totaled $27.2 million at June 30, 2022, of which $24.5 million is being held in various escrow accounts to be reinvested through the like-kind exchange structure into other income properties, $0.6 million is being held in an escrow account in connection with the Mitigation Bank as required by the applicable state and federal permitting authorities, $1.7 million is being held in three interest reserve accounts related to the Company’s commercial loans and investments, and the remaining $0.4 million is being held in various escrow accounts related to certain tenant improvements. Derivative Financial Instruments and Hedging Activity Interest Rate Swaps 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. 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, accounts payable, and accrued and other liabilities at June 30, 2022 and December 31, 2021, approximate fair value because of the short maturity of these instruments. The carrying value of the Company’s Credit Facility (hereinafter defined) as of June 30, 2022 and December 31, 2021, approximates current market rates for revolving credit arrangements with similar risks and maturities. The face value of the Company’s fixed rate commercial loan and master lease investments, the 2026 Term Loan (hereinafter defined), the 2027 Term Loan (hereinafter defined), mortgage note, and convertible debt held as of June 30, 2022 and December 31, 2021 are measured at fair value based on current market rates for financial instruments with similar risks and maturities (see Note 9, “Fair Value of Financial Instruments”). 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 U.S. 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. U.S. 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. Recognition of Interest Income from Commercial Loan and Master Lease Investments Interest income on commercial loan and master lease investments includes interest payments made by the borrower and the accretion of purchase discounts and loan origination fees, offset by the amortization of loan costs. Interest payments are accrued based on the actual coupon rate and the outstanding principal balance and purchase discounts and loan origination fees are accreted into income using the effective yield method, adjusted for prepayments. Mitigation Credits Mitigation credits are stated at historical cost. As these assets are sold, the related revenues and cost of sales are reported as revenues from, and direct costs of, real estate operations, respectively, in the consolidated statements of operations. Accounts Receivable Accounts receivable related to income properties, which are classified in other assets on the consolidated balance sheets, primarily consist of accrued tenant reimbursable expenses and other tenant receivables. Receivables related to income property tenants totaled $1.6 million and $0.9 million as of June 30, 2022 and December 31, 2021, respectively. The $0.7 million increase is primarily attributable to an increase in estimated accrued receivables for variable lease payments including common area maintenance, insurance, real estate taxes and other operating expenses. Accounts receivable related to real estate operations, which are classified in other assets on the consolidated balance sheets, totaled $1.1 million as of June 30, 2022 and December 31, 2021. The accounts receivable as of June 30, 2022 and December 31, 2021 are primarily related to the reimbursement of certain infrastructure costs completed by the Company in conjunction with two land sale transactions that closed during the fourth quarter of 2015 as more fully described in Note 12, “Other Assets.” As of June 30, 2022 and December 31, 2021, $0.3 million was due from the buyer of the golf operations for the rounds surcharge the Company paid to the City of Daytona Beach. The collectability of the aforementioned receivables shall be considered and adjusted through an allowance for credit losses pursuant to ASC 326, Financial Instruments-Credit Losses 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 ASU 2017-01, Business Combinations 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 management believes that it is likely that the tenant will renew the lease upon expiration, in which case the Company amortizes the value attributable to the renewal over the renewal period. The value of in-place leases and leasing costs are amortized to expense over the remaining non-cancelable periods of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be written off. Sales of Real Estate When income 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 gain (loss) on disposition of assets. In accordance with the FASB guidance, gains or losses on sales of real estate are generally recognized using the full accrual method. Gains and losses on land sales, in addition to the sale of Subsurface Interests and mitigation credits, are accounted for as required by FASB ASC Topic 606, Revenue from Contracts with Customers Income Taxes The Company 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”) commencing with its taxable year ended December 31, 2020. The Company believes that, commencing with such taxable year, it has been organized and has operated in such a manner as to qualify for taxation as a REIT under the U.S. federal income tax laws. The Company intends to continue to operate in such a manner. As a REIT, the Company will be subject to U.S. federal and state income taxation at corporate rates on its net taxable income; the Company, however, may claim a deduction for the amount of dividends paid to its stockholders. Amounts distributed as dividends by the Company will be subject to taxation at the stockholder level only. While the Company must distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, to qualify as a REIT, the Company intends to distribute all of its net taxable income. The Company is allowed certain other non-cash deductions or adjustments, such as depreciation expense, when computing its REIT taxable income and distribution requirement. These deductions permit the Company to reduce its dividend payout requirement under U.S. federal income tax laws. Certain states may impose minimum franchise taxes. To comply with certain REIT requirements, the Company holds certain of its non-REIT assets and operations through taxable REIT subsidiaries (“TRSs”) and subsidiaries of 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 held a total of two TRSs subject to taxation. The Company’s TRSs will file tax returns separately as C-Corporations. The Company uses the asset and liability method to account for income taxes for the Company’s TRSs. Deferred income taxes result primarily from the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes (see Note 21, “Income Taxes”). In June 2006, the FASB issued additional guidance, which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements included in income taxes. The interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, and disclosure and transition. In accordance with FASB guidance included in income taxes, the Company has analyzed its various federal and state filing positions and believes that its income tax filing positions and deductions are well documented and supported. Additionally, the Company believes that its accruals for tax liabilities are adequate. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to the FASB guidance. |
INCOME PROPERTIES
INCOME PROPERTIES | 6 Months Ended |
Jun. 30, 2022 | |
INCOME PROPERTIES | |
INCOME PROPERTIES | NOTE 3. INCOME PROPERTIES Leasing revenue consists of long-term rental revenue from retail, office, and commercial income properties, which is recognized as earned, using the straight-line method over the life of each lease. Lease payments below include straight-line base rental revenue as well as the non-cash accretion of above and below market lease amortization. The variable lease payments are comprised of percentage rent and reimbursements from tenants for common area maintenance, insurance, real estate taxes, and other operating expenses. The components of leasing revenue are as follows (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Leasing Revenue Lease Payments $ 12,920 $ 10,259 $ 25,205 $ 19,957 Variable Lease Payments 3,447 1,315 6,330 3,066 Total Leasing Revenue $ 16,367 $ 11,574 $ 31,535 $ 23,023 Minimum future base rental revenue on non-cancelable leases subsequent to June 30, 2022, for the next five years ended December 31 are summarized as follows (in thousands): Year Ending December 31, Amounts Remainder of 2022 $ 26,962 2023 51,276 2024 49,560 2025 47,901 2026 41,615 2027 34,325 2028 and Thereafter (Cumulative) 124,296 Total $ 375,935 2022 Acquisitions. Of the $39.2 million total acquisition cost, $15.6 million was allocated to land, $17.9 million was allocated to buildings and improvements, and $5.9 million was allocated to intangible assets pertaining to the in-place lease value, leasing costs, and above market lease value and $0.2 million was allocated to intangible liabilities for the below market lease value. The amortization period for the intangible assets and liabilities was 5.7 years at acquisition. 2022 Dispositions. loss loss Leases losses 2021 Acquisitions. During the six months ended June 30, 2021, the Company acquired three multi-tenant income properties for an aggregate purchase price of $111.0 million, or a total acquisition cost of $111.3 million including capitalized acquisition costs. Of the total acquisition cost, $40.4 million was allocated to land, $41.4 million was allocated to buildings and improvements, and $29.5 million was allocated to intangible assets pertaining to the in-place lease value, leasing costs, and above market lease value and $0.05 million was allocated to intangible liabilities for the below market lease value. The weighted average amortization period for the intangible assets and liabilities was 7.1 years at acquisition. 2021 Dispositions. gain, gain, gain gain gain gains |
COMMERCIAL LOAN AND MASTER LEAS
COMMERCIAL LOAN AND MASTER LEASE INVESTMENTS | 6 Months Ended |
Jun. 30, 2022 | |
COMMERCIAL LOAN AND MASTER LEASE INVESTMENTS | |
COMMERCIAL LOAN AND MASTER LEASE INVESTMENTS | NOTE 4. COMMERCIAL LOANS AND INVESTMENTS Our 2022 Activity On March 11, 2022, the Company sold the Carpenter Hotel ground lease located in Austin, Texas for $17.1 million. The lease with Carpenter Hotel included two tenant repurchase options. Pursuant to FASB ASC Topic 842, Leases On April 7, 2022, the Company entered into a preferred equity agreement to provide $30.0 million of funding towards the total investment in Watters Creek at Montgomery Farm, a grocery-anchored, mixed-use property located in Allen, Texas (the “Watters Creek Investment”). Pursuant to FASB ASC Topic 810, Consolidation On April 29, 2022, the Company originated a construction loan secured by the property and improvements to be constructed thereon for the WaterStar Residential and Retail project located in Kissimmee, Florida for $19.0 million. The construction loan matures on August 31, 2022, bears a fixed interest rate of 8.00%, and requires payments of interest only prior to maturity. At closing, an origination fee of $0.1 million was received by the Company. Funding of the loan will occur as the borrower completes the underlying construction. As of June 30, 2022, the Company had funded $16.1 million to the borrower, leaving a remaining commitment of $2.9 million. On May 9, 2022, the Company originated an improvement loan for a tenant at the Ashford Lane property located in Atlanta, Georgia for $1.5 million. The improvement loan matures on April 30, 2025, bears a fixed interest rate of 12.00%, until the location is open at which time the fixed interest rate will be 10.00%, and requires payments of interest only prior to maturity. Funding of the loan will occur as the borrower completes the underlying improvements. As of June 30, 2022, the Company had funded $1.1 million to the borrower, leaving a remaining commitment of $0.4 million. The Company’s commercial loans and investments were comprised of the following at June 30, 2022 (in thousands): Description Date of Investment Maturity Date Original Face Amount Current Face Amount Carrying Value Coupon Rate Westland Gateway Plaza – Hialeah, FL September 2020 N/A 21,085 21,085 21,157 N/A Mortgage Note – 4311 Maple Avenue – Dallas, TX October 2020 April 2023 400 400 395 7.50% Mortgage Note – 110 N Beach Street – Daytona Beach, FL June 2021 December 2022 364 364 364 10.00% Construction Loan – The Exchange At Gwinnett – Buford, GA January 2022 January 2024 8,700 — (69) 7.25% Preferred Investment - Watters Creek – Allen, TX April 2022 April 2025 30,000 30,000 29,862 8.50% Construction Loan - WaterStar – Kissimmee, FL April 2022 August 2022 19,000 16,068 16,021 8.00% Improvement Loan - Ashford Lane – Atlanta, GA May 2022 April 2025 1,500 1,053 1,053 12.00% $ 81,049 $ 68,970 $ 68,783 The Company’s commercial loans and investments were comprised of the following at December 31, 2021 (in thousands): Description Date of Investment Maturity Date Original Face Amount Current Face Amount Carrying Value Coupon Rate Carpenter Hotel – 400 Josephine Street, Austin, TX July 2019 N/A $ 16,250 $ 16,250 $ 17,189 N/A Westland Gateway Plaza – Hialeah, FL September 2020 N/A 21,085 21,085 21,148 N/A Mortgage Note – 4311 Maple Avenue – Dallas, TX October 2020 April 2023 400 400 394 7.50% Mortgage Note – 110 N Beach Street – Daytona Beach, FL June 2021 December 2022 364 364 364 10.00% $ 38,099 $ 38,099 $ 39,095 The carrying value of the commercial loans and investments portfolio at June 30, 2022 and December 31, 2021 consisted of the following (in thousands): As of June 30, 2022 December 31, 2021 Current Face Amount $ 68,970 $ 38,099 Imputed Interest over Rent Payments Received 72 1,002 Unaccreted Origination Fees (255) (2) CECL Reserve (4) (4) Total Commercial Loans and Investments $ 68,783 $ 39,095 |
RELATED PARTY MANAGEMENT SERVIC
RELATED PARTY MANAGEMENT SERVICES BUSINESS | 6 Months Ended |
Jun. 30, 2022 | |
RELATED PARTY MANAGEMENT SERVICES BUSINESS | |
RELATED PARTY MANAGEMENT SERVICES BUSINESS | NOTE 5. RELATED PARTY MANAGEMENT SERVICES BUSINESS Alpine Income Property Trust. During the three and six months ended June 30, 2022, the Company earned management fee revenue from PINE totaling $0.9 million and $1.9 million, respectively. Dividend income for the three and six months ended June 30, 2022 totaled $0.6 million and $1.1 million, respectively. During the three and six months ended June 30, 2021, the Company earned management fee revenue from PINE totaling $0.7 million and $1.4 million, respectively. Dividend income for the three and six months ended June 30, 2021 totaled $0.5 million and $1.0 million, respectively. Management fee revenue from PINE, included in management services, and dividend income, included in investment and other income (loss), are reflected in the accompanying consolidated statements of operations. The following table represents amounts due (to) from PINE as of June 30, 2022 and December 31, 2021 which are included in other assets on the consolidated balance sheets (in thousands): As of Description June 30, 2022 December 31, 2021 Management Services Fee due From PINE $ 948 $ 913 Dividend Receivable 320 330 Other (12) 410 Total $ 1,256 $ 1,653 On November 26, 2019, as part of the initial public offering (the “IPO”) of PINE on the NYSE, the Company sold PINE 15 properties for aggregate cash consideration of $125.9 million. In connection with the IPO, the Company contributed to the PINE Operating Partnership five properties in exchange for an aggregate of 1,223,854 OP Units, which had an initial value of $23.3 million. Additionally, on November 26, 2019, the Company purchased 394,737 shares of PINE common stock for a total purchase price of $7.5 million in a private placement and 421,053 shares of PINE common stock in the IPO for a total purchase price of $8.0 million. On October 26, 2021, the Board authorized the purchase by the Company of up to $5.0 million in shares of common stock of PINE, at a weighted average price not to exceed $17.75 per share. During the three months ended June 30, 2022, the Company purchased 95,013 shares of PINE common stock on the open market for a total of $1.7 million, or an average price of $17.96 per share. During the six months ended June 30, 2022, the Company purchased 99,778 shares of PINE common stock on the open market for a total of $1.8 million, or an average price of $17.99 per share. During the year ended December 31, 2021, the Company purchased 8,088 shares of PINE common stock on the open market for a total of $0.1 million, or an average price of $17.65 per share. As of June 30, 2022, CTO owns, in the aggregate, 1,223,854 OP Units and 923,656 shares of PINE common stock, representing an investment totaling $38.5 million, or 15.8% of PINE’s outstanding equity. During the six months ended June 30, 2022, PINE exercised its right, pursuant to an Exclusivity and Right of First Offer Agreement between the Company and PINE (the “ROFO Agreement”), to purchase one single-tenant income property from the Company for a purchase price of $6.9 million, which sale was completed on January 7, 2022. During the year ended December 31, 2021, PINE exercised its right to purchase the following properties from the Company pursuant to the ROFO Agreement: (i) a portfolio of six net leased properties (the “CMBS Portfolio”) for an aggregate purchase price of $44.5 million, and (ii) one single-tenant income property for a purchase price of $11.5 million. In connection with the sale of the CMBS Portfolio, PINE assumed the related $30.0 million mortgage note payable which resulted in a loss on the extinguishment of debt of $0.5 million due to the write off of unamortized debt issuance costs. These sales were completed during the three and six months ended June 30, 2021. Land JV. The monthly management fee as of June 30, 2021 was $10,000 per month. During the three and six months ended June 30, 2021, the Company earned management fee revenue from the Land JV totaling $0.03 million and $0.06 million which is included in management fee income in the accompanying consolidated statements of operations and was collected in full during the period earned. |
REAL ESTATE OPERATIONS
REAL ESTATE OPERATIONS | 6 Months Ended |
Jun. 30, 2022 | |
REAL ESTATE OPERATIONS | |
REAL ESTATE OPERATIONS | NOTE 6. REAL ESTATE OPERATIONS Real Estate Operations Land and development costs at June 30, 2022 and December 31, 2021 were as follows (in thousands): As of June 30, 2022 December 31, 2021 Land and Development Costs $ 358 $ 358 Subsurface Interests 328 334 Total Land and Development Costs $ 686 $ 692 Subsurface Interests. e 30, 2022 and 2021. The Company is not prohibited from selling any or all of its Subsurface Interests. The Company may release surface entry rights or other rights upon request of a surface owner for a negotiated release fee typically based on a percentage of the surface value. Should the Company complete a transaction to sell all or a portion of its Subsurface Interests or complete a release transaction, the Company may utilize the like-kind exchange structure in acquiring one or more replacement investments including income-producing properties. Cash payments for the release of surface entry rights totaled $0.09 million and $0.05 million during the three months ended June 30, 2022 and 2021, respectively. Cash payments for the release of surface entry rights totaled $0.11 million and $0.06 million during the six months ended June 30, 2022 and 2021, respectively. Mitigation Credits. Revenues and the cost of sales of mitigation credit sales are reported as revenues from, and direct costs of, real estate operations, respectively, in the consolidated statements of operations. During the three and six months ended June 30, 2022, 1.96 credits were sold for an aggregate $0.2 million and related cost of sales of $0.1 million. There were no mitigation credit sales during the three or six months ended June 30, 2021. |
INVESTMENT IN JOINT VENTURES
INVESTMENT IN JOINT VENTURES | 6 Months Ended |
Jun. 30, 2022 | |
INVESTMENT IN JOINT VENTURES | |
INVESTMENT IN JOINT VENTURES | NOTE 7. INVESTMENT IN JOINT VENTURES The Company had no investments in joint ventures as of June 30, 2022 or December 31, 2021. Watters Creek Investment. Consolidation Land JV. Land JV The Company served as the manager of the Land JV and was responsible for day-to-day operations at the direction of the partners of the Land JV prior to the Land JV Sale. All major decisions and certain other actions that could be taken by the Company, as manager, were approved by the unanimous consent of the JV Partners. Pursuant to the Land JV’s operating agreement, the Land JV paid the Company, as manager, a management fee in the initial amount of $20,000 per month. The management fee was evaluated quarterly, and as land sales occurred in the Land JV, the basis for the Company’s management fee was reduced as the management fee was based on the value of real property that remained in the Land JV. The final monthly management fee was received in December 2021 and totaled $10,000. Prior to the Land JV Sale, the investment in joint ventures on the Company’s consolidated balance sheets included the Company’s previously held ownership interest in the Land JV. We concluded the Land JV to be a variable interest entity and therefore, it was accounted for under the equity method of accounting as the Company was not the primary beneficiary as defined in FASB ASC Topic 810, Consolidation Investments-Equity Method and Joint Ventures During the year ended December 31, 2021, the Company recognized impairment charges on its previously held retained interest in the Land JV totaling $17.6 million. The aggregate $17.6 million impairment on the previously held retained interest in the Land JV is comprised of a $16.5 million charge during the three months ended June 30, 2021 and a $1.1 million charge during the three months ended December 31, 2021, which is a result of eliminating the investment in joint ventures based on the final proceeds received through distributions of the Land JV in connection with the Land JV Sale. The following table provides summarized financial information of the Land JV for the three and six months ended June 30, 2021 (in thousands): Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Revenues $ — $ 21 Direct Cost of Revenues (44) (125) Operating Loss $ (44) $ (104) Other Operating Expenses (77) (148) Net Loss $ (121) $ (252) The Company’s share of the Land JV’s net loss was zero for the three and six months ended June 30, 2021. Pursuant to ASC 323, certain adjustments are made when calculating the Company’s share of net income (loss) of the Land JV, including adjustments required to reflect the investor’s share of changes in investee’s capital to reflect distributions from the Land JV. Additionally, basis differences are also considered. The Company recorded the initial retained interest in the Land JV of $48.9 million at the estimated fair market value based on the relationship of the $97.0 million sales price of the 66.5% equity interest to the 33.5% retained interest. The Land JV recorded the assets contributed by the Company at carry-over basis pursuant to ASC 845 which states that transfers of nonmonetary assets should typically be recorded at the transferor’s historical cost basis. Accordingly, the Company’s basis difference in the 33.5% retained equity interest was evaluated each quarter upon determining the Company’s share of the Land JV’s net income (loss). As a result of the Land JV Sale, the liquidation of the Land JV’s assets, and the dissolution of the underlying entities, such evaluation was no longer required subsequent to December 31, 2021. Mitigation Bank. On September 30, 2021, the Company, through a wholly owned and fully consolidated TRS, purchased the remaining 70% interest in the Mitigation Bank JV from BlackRock for $18.0 million (the “Interest Purchase”) resulting in a net cash payment by the Company of $16.1 million after utilizing the available cash in the Mitigation Bank JV of $1.9 million. As a result of the Interest Purchase, the Mitigation Bank JV is now wholly owned by the Company and is referred to as the Mitigation Bank. Pursuant to ASU 2017-01, Business Combinations: Clarifying the Definition of a Business During the period from June 2018 through the date of the Interest Purchase on September 30, 2021, the operations of the Mitigation Bank JV are summarized as follows. The operating agreement of the Mitigation Bank JV (the “Operating Agreement”) was executed in conjunction with the mitigation bank transaction and stipulated that the Company should have arranged for sales of the Mitigation Bank JV’s mitigation credits to unrelated third parties totaling no less than $6.0 million of revenue to the Mitigation Bank JV, net of commissions, by the end of 2020, utilizing a maximum of 60 mitigation credits (the “Minimum Sales Requirement”). The Operating Agreement stipulated that if the Minimum Sales Requirement was not achieved, then BlackRock had the right, but was not required, to cause the Company to purchase the number of mitigation credits necessary to reach the Minimum Sales Requirement (the “Minimum Sales Guarantee”). As a result of not having achieved the Minimum Sales Requirement prior to December 31, 2020, during the nine months ended September 30, 2021, the Company had active discussions with BlackRock whereby BlackRock did not cause the Company to effectuate the Minimum Sales Guarantee; rather, the Company purchased the remaining 70% interest in the Mitigation Bank JV from BlackRock. The following table provides summarized financial information of the Mitigation Bank JV for the three and six months ended June 30, 2021 (in thousands): Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Revenues $ — $ 104 Direct Cost of Revenues — (7) Operating Income $ — $ 97 Other Operating Expenses (13) (113) Net Loss $ (13) $ (16) The Company’s share of the Mitigation Bank JV’s net loss was zero for the three and six months ended June 30, 2021. Pursuant to ASC 323, certain adjustments are made when calculating the Company’s share of net income (loss), including adjustments required to reflect the investor’s share of changes in investee’s capital to reflect distributions from the Mitigation Bank JV. Additionally, basis differences are also considered. The Company recorded the initial retained interest in the Mitigation Bank JV of $6.8 million in June 2018 at the estimated fair market value based on the relationship of the $15.3 million sales price of the 70% equity interest to the 30% retained interest. The Mitigation Bank JV recorded the assets contributed by the Company at carry-over basis pursuant to ASC 845 which states that transfers of nonmonetary assets should typically be recorded at the transferor’s historical cost basis. Accordingly, the Company’s basis difference in the 30% retained equity interest was evaluated each quarter upon determining the Company’s share of the Mitigation Bank JV’s net income (loss). As a result of the Interest Purchase, such evaluation was no longer required subsequent to December 31, 2021. |
INVESTMENT SECURITIES
INVESTMENT SECURITIES | 6 Months Ended |
Jun. 30, 2022 | |
INVESTMENT SECURITIES | |
INVESTMENT SECURITIES | NOTE 8. INVESTMENT SECURITIES The Company acquired 815,790 shares of PINE common stock in connection with the IPO. During the three months ended June 30, 2022, the Company purchased 95,013 shares of PINE common stock on the open market for a total of $1.7 million, or an average price of $17.96 per share. During the six months ended June 30, 2022, the Company purchased 99,778 shares of PINE common stock on the open market for a total of $1.8 million, or an average price of $17.99 per share. During the year ended December 31, 2021, the Company purchased 8,088 shares of PINE common stock on the open market for a total of $0.1 million, or an average price of $17.65 per share, with no shares of PINE common stock purchased during the three or six months ended June 30, 2021. As of June 30, 2022, the Company owns, in the aggregate and on a fully diluted basis, 2.15 million shares of PINE, or 15.8% of PINE’s total shares outstanding for an investment value of $38.5 million, which total includes 1.2 million OP Units, or 9.1%, which the Company received in exchange for the contribution of certain income properties to the PINE Operating Partnership, in addition to 923,656 shares of common stock owned by the Company, or 7.8%. The Company has elected the fair value option related to the aggregate investment in securities of PINE pursuant to ASC 825, otherwise such investments would have been accounted for under the equity method. The Company calculates the unrealized gain or loss based on the closing stock price of PINE at each respective balance sheet date. The unrealized, non-cash gains and losses resulting from the changes in the closing stock price of PINE are included in investment and other income (loss) in the consolidated statements of operations for the three and six months ended June 30, 2022 and 2021. The Company’s available-for-sale securities as of June 30, 2022 and December 31, 2021 are summarized below (in thousands): Cost Unrealized Gains in Investment Income Unrealized Losses in Investment Income Estimated Fair Value (Level 1 Inputs) June 30, 2022 Common Stock $ 17,440 $ — $ (888) $ 16,552 Operating Units 23,253 — (1,322) 21,931 Total Equity Securities 40,693 — (2,210) 38,483 Total Available-for-Sale Securities $ 40,693 $ — $ (2,210) $ 38,483 December 31, 2021 Common Stock $ 15,643 $ 868 $ — $ 16,511 Operating Units 23,253 1,273 — 24,526 Total Equity Securities 38,896 2,141 — 41,037 Total Available-for-Sale Securities $ 38,896 $ 2,141 $ — $ 41,037 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2022 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 9. 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 at June 30, 2022 and December 31, 2021 (in thousands): June 30, 2022 December 31, 2021 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Cash and Cash Equivalents - Level 1 $ 7,137 $ 7,137 $ 8,615 $ 8,615 Restricted Cash - Level 1 $ 27,189 $ 27,189 $ 22,734 $ 22,734 Commercial Loans and Investments - Level 2 $ 68,783 $ 70,215 $ 39,095 $ 39,109 Long-Term Debt - Level 2 $ 343,196 $ 347,083 $ 278,273 $ 288,000 To determine estimated fair values of the financial instruments listed above, market rates of interest, which include credit assumptions, were used to discount contractual cash flows. The estimated fair values are not necessarily indicative of the amount the Company could realize on disposition of the financial instruments. The use of different market assumptions or estimation methodologies could have a material effect on the estimated fair value amounts. The following table presents the fair value of assets measured on a recurring basis by level as of June 30, 2022 and December 31, 2021 (in thousands). See Note 17, “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) June 30, 2022 Cash Flow Hedge - 2026 Term Loan Interest Rate Swap (1) $ 3,563 $ — $ 3,563 $ — Cash Flow Hedge - 2026 Term Loan Interest Rate Swap (2) $ 1,119 $ — $ 1,119 $ — Cash Flow Hedge - 2027 Term Loan Interest Rate Swap (3) $ 7,458 $ — $ 7,458 $ — Investment Securities $ 38,483 $ 38,483 $ — $ — December 31, 2021 Cash Flow Hedge - 2026 Term Loan Interest Rate Swap (1) $ 727 $ — $ 727 $ — Cash Flow Hedge - 2026 Term Loan Interest Rate Swap (2) $ 240 $ — $ 240 $ — Cash Flow Hedge - 2027 Term Loan Interest Rate Swap (3) $ 550 $ — $ 550 $ — Investment Securities $ 41,037 $ 41,037 $ — $ — (1) Effective March 10, 2021, the Company redesignated the interest rate swap, entered into as of August 31, 2020, to fix LIBOR and achieve a fixed interest rate of 0.22% plus the applicable spread on the $50.0 million 2026 Term Loan, hereinafter defined. (2) Effective August 31, 2021, the Company utilized an interest rate swap to fix LIBOR and achieve a fixed interest rate of 0.77% plus the applicable spread on the remaining $15.0 million outstanding principal balance on the 2026 Term Loan, hereinafter defined. (3) Effective November 5, 2021 the Company redesignated the interest rate swap, entered into as of March 31, 2020, to fix LIBOR and achieve a fixed interest rate of 0.73% plus the applicable spread on the $100.0 million 2027 Term Loan, hereinafter defined. No assets were measured on a non-recurring basis as of June 30, 2022 or December 31, 2021. |
INTANGIBLE ASSETS AND LIABILITI
INTANGIBLE ASSETS AND LIABILITIES | 6 Months Ended |
Jun. 30, 2022 | |
INTANGIBLE ASSETS AND LIABILITIES | |
INTANGIBLE ASSETS AND LIABILITIES | NOTE 10. 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 June 30, 2022 and December 31, 2021 (in thousands): As of June 30, 2022 December 31, 2021 Intangible Lease Assets: Value of In-Place Leases $ 63,207 $ 59,293 Value of Above Market In-Place Leases 24,002 23,216 Value of Intangible Leasing Costs 19,627 18,456 Sub-total Intangible Lease Assets 106,836 100,965 Accumulated Amortization (28,508) (21,473) Sub-total Intangible Lease Assets—Net 78,328 79,492 Intangible Lease Liabilities (Included in Accrued and Other Liabilities): Value of Below Market In-Place Leases (7,146) (6,942) Sub-total Intangible Lease Liabilities (7,146) (6,942) Accumulated Amortization 1,869 1,341 Sub-total Intangible Lease Liabilities—Net (5,277) (5,601) Total Intangible Assets and Liabilities—Net $ 73,051 $ 73,891 The following table reflects the net amortization of intangible assets and liabilities during the three and six months ended June 30, 2022 and 2021 (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Amortization Expense $ 2,834 $ 1,935 $ 5,529 $ 3,762 Accretion to Income Properties Revenue 497 (338) 978 (734) Net Amortization of Intangible Assets and Liabilities $ 3,331 $ 1,597 $ 6,507 $ 3,028 The estimated future amortization expense (income) related to net intangible assets and liabilities is as follows (in thousands): Year Ending December 31, Future Amortization Amount Future Accretion to Income Property Revenue Net Future Amortization of Intangible Assets and Liabilities Remainder of 2022 $ 5,623 $ 999 $ 6,622 2023 11,182 2,032 13,214 2024 10,968 2,078 13,046 2025 9,124 2,153 11,277 2026 7,462 1,872 9,334 2027 7,178 1,549 8,727 2028 and Thereafter 8,541 2,290 10,831 Total $ 60,078 $ 12,973 $ 73,051 As of June 30, 2022, the weighted average amortization period of total intangible assets and liabilities was 7.7 years and 10.0 years, respectively. |
IMPAIRMENT OF LONG-LIVED ASSETS
IMPAIRMENT OF LONG-LIVED ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
IMPAIRMENT OF LONG-LIVED ASSETS | |
IMPAIRMENT OF LONG-LIVED ASSETS | NOTE 11. IMPAIRMENT OF LONG-LIVED ASSETS The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The fair value of long-lived assets required to be assessed for impairment is determined on a non-recurring basis using Level 3 inputs in the fair value hierarchy. These Level 3 inputs may include, but are not limited to, executed purchase and sale agreements on specific properties, third party valuations, discounted cash flow models, and other model-based techniques. There were no impairment charges on the Company’s income property portfolio during the three or six months ended June 30, 2022. The $16.5 million impairment charge recognized during the three and six months ended June 30, 2021 was related to the Company’s previously held retained interest in the Land JV as a result of the estimated proceeds to be received in connection with the contract entered into with Timberline Acquisition Partners, an affiliate of Timberline Real Estate Partners (“Timberline”). The sale to Timberline closed on December 10, 2021. |
OTHER ASSETS
OTHER ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
OTHER ASSETS | |
OTHER ASSETS | NOTE 12. OTHER ASSETS Other assets consisted of the following as of June 30, 2022 and December 31, 2021 (in thousands): As of June 30, 2022 December 31, 2021 Income Property Tenant Receivables $ 1,557 $ 885 Income Property Straight-line Rent Adjustment and COVID-19 Deferral Balance 6,077 5,180 Operating Leases - Right-of-Use Asset 114 168 Golf Rounds Surcharge 268 338 Cash Flow Hedge - Interest Rate Swap 12,140 1,543 Infrastructure Reimbursement Receivables 1,094 1,080 Prepaid Expenses, Deposits, and Other 5,187 3,526 Due from Alpine Income Property Trust, Inc. 1,256 1,653 Financing Costs, Net of Accumulated Amortization 336 524 Total Other Assets $ 28,029 $ 14,897 Income Property Straight-Line Rent Adjustment. Infrastructure Reimbursement Receivables. |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
EQUITY | |
EQUITY | NOTE 13. EQUITY SHELF REGISTRATION On April 1, 2021, the Company filed a shelf registration statement on Form S-3, relating to the registration and potential issuance of its common stock, preferred stock, debt securities, 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 April 19, 2021. ATM PROGRAM On April 30, 2021, the Company implemented a $150.0 million “at-the-market” equity offering program (the “ATM Program”) pursuant to which the Company may sell, from time to time, shares of the Company’s common stock. During the three months ended June 30, 2022, the Company sold 88,065 shares under the ATM Program for gross proceeds of $5.8 million at a weighted average price of $66.03 per share, generating net proceeds of $5.7 million after deducting transaction fees totaling less than $0.1 million. During the six months ended June 30, 2022, the Company sold 131,858 shares under the ATM Program for gross proceeds of $8.7 million at a weighted average price of $65.84 per share, generating net proceeds of $8.6 million after deducting transaction fees totaling $0.1 million. DIVIDENDS The Company elected to be taxed as a REIT for U.S. federal income tax purposes under the Code commencing with its taxable year ended December 31, 2020. In order to maintain its qualification 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 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. The following table outlines dividends declared and paid for each issuance of CTO’s stock during the three and six months ended June 30, 2022 and 2021 (in thousands, except per share data): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Series A Preferred Stock Dividends $ 1,196 $ — $ 2,391 $ — Per Share $ 0.40 $ — $ 0.80 $ — Common Stock Dividends $ 6,780 $ 5,898 $ 13,197 $ 11,795 Per Share $ 1.12 $ 1.00 $ 2.20 $ 2.00 2025 NOTES Effective January 1, 2022, the Company adopted ASU 2020-06 whereby diluted EPS includes the dilutive impact of the 2025 Notes (hereinafter defined) using the if-converted method. Upon adoption, the Company recorded a $7.0 million adjustment to reduce additional paid-in capital to eliminate the non-cash equity component of the 2025 Notes with corresponding offsets including (i) a $4.0 million cumulative effect adjustment to the opening balance of retained earnings and (ii) a $3.0 million adjustment to eliminate the non-cash portion of the convertible notes discount, net of accumulated amortization (the “2025 Notes Adjustment”). The 2025 Notes Adjustment was made on January 1, 2022 and is reflected in the accompanying consolidated statements of stockholders’ equity. |
COMMON STOCK AND EARNINGS PER S
COMMON STOCK AND EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
COMMON STOCK AND EARNINGS PER SHARE | |
COMMON STOCK AND EARNINGS PER SHARE | NOTE 14. COMMON STOCK AND EARNINGS PER SHARE Basic earnings per common share is computed by dividing net income attributable to common stockholders during the period by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share is based on the assumption of the conversion of stock options and vesting of restricted stock at the beginning of each period using the treasury stock method at average cost for the periods. Effective as of January 1, 2022, diluted earnings per common share also reflects the 2025 Notes on an if-converted basis. The following is a reconciliation of basic and diluted earnings per common share for each of the periods presented (in thousands, except share and per share data): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Basic and Diluted Earnings: Net Income (Loss) Attributable to Common Stockholders, Used in Basic EPS $ 22 $ (3,724) $ (971) $ 4,061 Add Back: Effect of Dilutive Interest Related to 2025 Notes (1) — — — — Net Income (Loss) Attributable to Common Stockholders, Used in Diluted EPS 22 (3,724) (971) 4,061 Basic and Diluted Shares: Weighted Average Shares Outstanding, Basic 6,004,178 5,898,280 5,956,798 5,888,735 Common Shares Applicable to Dilutive Effect of 2025 Notes (2) — — — — Weighted Average Shares Outstanding, Diluted 6,004,178 5,898,280 5,956,798 5,888,735 Per Share Information: Net Income (Loss) Attributable to Common Stockholders Basic and Diluted $ 0.00 $ (0.63) $ (0.16) $ 0.69 (1) As applicable, includes interest expense, amortization of discount, amortization of fees, and other changes in net income or loss that would result from the assumed conversion. For the three and six months ended June 30 2022, a total of $0.5 million and $1.1 million, respectively, was not included, as the impact of the 2025 Notes (hereinafter defined), if-converted, would be antidilutive to the net income of under $0.1 million and the net loss of $1.0 million, for the respective periods. (2) A total of 1.0 million shares representing the dilutive impact of the Company’s 2025 Notes (hereinafter defined), upon adoption of ASU 2020-06 effective January 1, 2022, were not included in the computation of diluted net income (loss) attributable to common stockholders for the three and six months ended June 30, 2022 because they were antidilutive to the net income of under $0.1 million and the net loss of $1.0 million, for the respective periods. There were no potentially dilutive securities for the three and six months ended June 30, 2022 or 2021 related to the Company’s stock options and restricted stock. The effect of 13,332 and 37,552 potentially dilutive stock options and restricted stock units were not included for the six months ended June 30, 2022 and 2021, respectively, as the effect would be anti-dilutive. Effective January 1, 2022, the Company adopted ASU 2020-06 whereby diluted EPS includes the dilutive impact, if any, of the 2025 Notes (hereinafter defined) using the if-converted method, irrespective of intended cash settlement. The Company intends to settle its 3.875% Convertible Senior Notes due 2025 (the “2025 Notes”) in cash upon conversion with any excess conversion value to be settled in shares of our common stock. The Company elected, upon adoption, to utilize the modified retrospective approach, negating the required restatement of EPS for periods prior to adoption. The Company overcame the presumption of share settlement prior to the adoption of ASU 2020-06, and therefore, there was no dilutive impact for the year ended December 31, 2021. The effect of 1.0 million potentially dilutive 2025 Notes, if-converted, were not included for the three and six months ended June 30, 2022, as the effect would be anti-dilutive. |
SHARE REPURCHASES
SHARE REPURCHASES | 6 Months Ended |
Jun. 30, 2022 | |
SHARE REPURCHASES | |
SHARE REPURCHASES | NOTE 15. SHARE REPURCHASES In February 2020, the Company’s Board approved a $10.0 million stock repurchase program (the “ $10.0 |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2022 | |
LONG-TERM DEBT | |
LONG-TERM DEBT | NOTE 16. LONG-TERM DEBT As of June 30, 2022, the Company’s outstanding indebtedness, at face value, was as follows (in thousands): Face Value Debt Maturity Date Interest Rate Credit Facility $ 111,000 May 2023 30-day LIBOR + 2026 Term Loan (1) 65,000 March 2026 30-day LIBOR + 2027 Term Loan (2) 100,000 January 2027 30-day LIBOR + 3.875% Convertible Senior Notes due 2025 51,034 April 2025 3.875% Mortgage Note Payable 17,800 August 2026 4.060% Total Long-Term Face Value Debt $ 344,834 (1) The Company utilized interest rate swaps on the $65.0 million 2026 Term Loan balance, including (i) its redesignation of the existing $50.0 million interest rate swap, entered into as of August 31, 2020, and (ii) a $15.0 million interest rate swap effective August 31, 2021, to fix LIBOR and achieve a weighted average fixed interest rate of 0.35% plus the applicable spread (see Note 17, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps). (2) Effective November 5, 2021 the Company redesignated the interest rate swap, entered into as of March 31, 2020, to fix LIBOR and achieve a fixed interest rate of 0.73% plus the applicable spread on the $100.0 million 2027 Term Loan balance (see Note 17, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps) . Credit Facility. The Huntington National Bank was added as a lender to the Company’s Credit Facility. On May 24, 2019, the Company executed the second amendment to the 2017 Amended Credit Facility (the “May 2019 Revolver Amendment”). As a result of the May 2019 Revolver Amendment, the Credit Facility had a total borrowing capacity of $200.0 million with the ability to increase that capacity up to $300.0 million during the term, subject to lender approval. The Credit Facility provides the lenders with a security interest in the equity of the Company subsidiaries that own the properties included in the borrowing base. The indebtedness outstanding under the Credit Facility accrues interest at a rate ranging from the 30-day LIBOR plus 135 basis points to the 30-day LIBOR plus 195 basis points based on the total balance outstanding under the Credit Facility as a percentage of the total asset value of the Company, as defined in the 2017 Amended Credit Facility, as amended by the May 2019 Revolver Amendment. The Credit Facility also accrues a fee of 15 to 25 basis points for any unused portion of the borrowing capacity based on whether the unused portion is greater or less than 50% of the total borrowing capacity. Pursuant to the May 2019 Revolver Amendment, the Credit Facility matures on May 24, 2023, with the ability to extend the term for 1 year. On November 26, 2019, the Company entered into the third amendment to the 2017 Amended Credit Facility (the “November 2019 Revolver Amendment”), which further amends the 2017 Amended Credit Facility. The November 2019 Revolver Amendment included, among other things, an adjustment of certain financial maintenance covenants, including a temporary reduction of the minimum fixed charge coverage ratio to allow the Company to redeploy the proceeds received from the sale of certain income properties to PINE, and an increase in the maximum amount the Company may invest in stock and stock equivalents of real estate investment trusts to allow the Company to invest in PINE’s common stock and OP Units. On July 1, 2020, the Company entered into the fourth amendment to the 2017 Amended Credit Facility (the “July 2020 Revolver Amendment”) whereby the tangible net worth covenant was adjusted to be more reflective of market terms. The July 2020 Revolver Amendment was effective as of March 31, 2020. On November 12, 2020, the Company entered into the fifth amendment to the 2017 Amended Credit Facility (the “November 2020 Revolver Amendment”). The November 2020 Revolver Amendment provided that, among other things, (i) the Company must comply with certain adjusted additional financial maintenance requirements, including (x) a new restricted payments covenant which limits the type and amount of cash distributions that may be made by the Company and (y) an adjusted fix charges ratio, which now excludes certain onetime expenses for purposes of calculation and (ii) the Company must, from and after the date that the Company elects to qualify as a REIT, maintain its status as a REIT. On March 10, 2021, the Company entered into the sixth amendment to the 2017 Amended Credit Facility (the “March 2021 Revolver Amendment”). The March 2021 Revolver Amendment included, among other things, (i) increase of the revolving credit commitment from $200.0 million to $210.0 million, (ii) addition of the 2026 Term Loan in the aggregate amount of $50.0 million, (iii) updates to certain financing rate provisions provided therein, and (iv) joinder of The Huntington National Bank as a 2026 Term Loan lender and Credit Facility lender. The March 2021 Revolver Amendment also includes accordion options that allow the Company to request additional 2026 Term Loan lender commitments up to a total of $150.0 million and additional Credit Facility lender commitments up to a total of $300.0 million. During the six months ended June 30, 2021, the Company exercised the 2026 Term Loan accordion option for $15.0 million, increasing total lender commitments to $65.0 million. On November 5, 2021, the Company entered into the seventh amendment to the 2017 Amended Credit Facility (the “November 2021 Revolver Amendment”). The November 2021 Revolver Amendment included, among other things, (i) addition of the 2027 Term Loan in the aggregate amount of $100.0 million and (ii) joinder of KeyBank National Association, Raymond James Bank, and Synovus Bank as 2027 Term Loan lenders. The November 2021 Revolver Amendment also includes an accordion option that allows the Company to request additional term loan lender commitments up to a total of $400.0 million in the aggregate. At June 30, 2022, the current commitment level under the Credit Facility was $210.0 million. The undrawn commitment under the Credit Facility totaled $99.0 million. As of June 30, 2022, the Credit Facility had a $111.0 million balance outstanding. The Credit Facility is subject to customary restrictive covenants including, but not limited to, limitations on the Company’s ability to: (a) incur indebtedness; (b) make certain investments; (c) incur certain liens; (d) engage in certain affiliate transactions; and (e) engage in certain major transactions such as mergers. In addition, the Company is subject to various financial maintenance covenants including, but not limited to, a maximum indebtedness ratio, a maximum secured indebtedness ratio, and a minimum fixed charge coverage ratio. The Credit Facility also contains affirmative covenants and events of default including, but not limited to, a cross default to the Company’s other indebtedness and upon the occurrence of a change in control. The Company’s failure to comply with these covenants or the occurrence of an event of default could result in acceleration of the Company’s debt and other financial obligations under the Credit Facility. Mortgage Notes Payable On March 3, 2022, in connection with the acquisition of Price Plaza Shopping Center, the Company assumed an existing $17.8 million secured fixed-rate mortgage note payable, which bears interest at a fixed rate of 4.06% and matures in August 2026. Convertible Debt On February 4, 2020, the Company closed privately negotiated exchange agreements with certain holders of its outstanding 2020 Notes pursuant to which the Company issued $57.4 million principal amount of the 2025 Notes in exchange for $57.4 million principal amount of the 2020 Notes (the “Note Exchanges”). In addition, the Company closed a privately negotiated purchase agreement with an investor, who had not invested in the 2020 Notes, and issued $17.6 million principal amount of the 2025 Notes (the “New Notes Placement,” and together with the Note Exchanges, the “Convert Transactions”). The Company used $5.9 million of the proceeds from the New Notes Placement to repurchase $5.9 million of the 2020 Notes. As a result of the Convert Transactions there was a total of $75.0 million aggregate principal amount of 2025 Notes outstanding. In exchange for issuing the 2025 Notes pursuant to the Note Exchanges, the Company received and cancelled the exchanged 2020 Notes. The $11.7 million of net proceeds from the New Notes Placement were used to redeem at maturity on March 15, 2020 $11.7 million of the aggregate principal amount of the 2020 Notes that remained outstanding. During the year ended December 31, 2020, the Company repurchased $12.5 million aggregate principal amount of 2025 Notes at a $2.6 million discount, resulting in a gain on extinguishment of debt of $1.1 million. During the year ended December 31, 2021, the Company repurchased $11.4 million aggregate principal amount of 2025 Notes at a $1.6 million premium, resulting in a loss on extinguishment of debt of $2.9 million. Following these repurchases, $51.0 million aggregate principal amount of the 2025 Notes remains outstanding at June 30, 2022. The 2025 Notes represent senior unsecured obligations of the Company and pay interest semi-annually in arrears on each April 15th and October 15th, commencing on April 15, 2020, at a rate of 3.875% per annum. The 2025 Notes mature on April 15, 2025 and may not be redeemed by the Company prior to the maturity date. The conversion rate for the 2025 Notes was initially 12.7910 shares of the Company’s common stock per $1,000 of principal of the 2025 Notes (equivalent to an initial conversion price of $78.18 per share of the Company’s common stock). The initial conversion price of the 2025 Notes represented a premium of 20% to the $65.15 closing sale price of the Company’s common stock on the NYSE American on January 29, 2020. If the Company’s Board increases the quarterly dividend above the $0.13 per share in place at issuance, the conversion rate is adjusted with each such increase in the quarterly dividend amount. After the second quarter 2022 dividend, the conversion rate is equal to 20.0390 shares of common stock for each $1,000 principal amount of 2025 Notes, which represents an adjusted conversion price of $49.90 per share of common stock. See Note 25. “Subsequent Events” for the conversion rate effective July 1, 2022 including the effect of the three-for-one stock split of the Company’s common stock. At the maturity date, the 2025 Notes are convertible into cash, common stock or a combination thereof, subject to various conditions, at the Company’s option. Should certain corporate transactions or events occur prior to the stated maturity date, the Company will increase the conversion rate for a holder that elects to convert its 2025 Notes in connection with such corporate transaction or event. The conversion rate is subject to adjustment in certain circumstances. Holders may not surrender their 2025 Notes for conversion prior to January 15, 2025 except upon the occurrence of certain conditions relating to the closing sale price of the Company’s common stock, the trading price per $1,000 principal amount of 2025 Notes, or specified corporate events including a change in control of the Company. The Company may not redeem the 2025 Notes prior to the stated maturity date and no sinking fund is provided for the 2025 Notes. The 2025 Notes are convertible, at the election of the Company, into solely cash, solely shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock. The Company intends to settle the 2025 Notes in cash upon conversion, with any excess conversion value to be settled in shares of our common stock. At time of issuance, in accordance with U.S. GAAP, the 2025 Notes were accounted for as a liability with a separate equity component recorded for the conversion option. The equity component was eliminated on January 1, 2022 with the 2025 Notes Adjustment. As of , 2022, the unamortized debt discount of our 2025 Notes was $0.4 million, which represents the cash component of the discount. Long-term debt consisted of the following (in thousands): June 30, 2022 December 31, 2021 Total Due Within One Year Total Due Within One Year Credit Facility $ 111,000 $ — $ 67,000 $ — 2026 Term Loan 65,000 — 65,000 — 2027 Term Loan 100,000 — 100,000 — 3.875% Convertible Senior Notes, net of Discount 50,590 — 47,469 — Mortgage Note Payable 17,800 — — Financing Costs, net of Accumulated Amortization (1,194) — (1,196) — Total Long-Term Debt $ 343,196 $ — $ 278,273 $ — Payments applicable to reduction of principal amounts as of June 30, 2022 will be required as follows (in thousands): As of June 30, 2022 Amount Remainder of 2022 $ — 2023 111,000 2024 — 2025 51,034 2026 82,800 2027 100,000 2028 and Thereafter — Total Long-Term Debt - Face Value $ 344,834 The carrying value of long-term debt as of June 30, 2022 consisted of the following (in thousands): Total Current Face Amount $ 344,834 Unamortized Discount on Convertible Debt (444) Financing Costs, net of Accumulated Amortization (1,194) Total Long-Term Debt $ 343,196 In addition to the $1.2 million of financing costs, net of accumulated amortization included in the table above, as of June 30, 2022, the Company also had financing costs, net of accumulated amortization related to the Credit Facility of $0.3 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 three and six months ended June 30, 2022 and 2021 (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Interest Expense $ 2,065 $ 1,943 $ 3,733 $ 3,912 Amortization of Deferred Financing Costs 172 159 337 324 Amortization of Discount on Convertible Notes 40 319 109 629 Total Interest Expense $ 2,277 $ 2,421 $ 4,179 $ 4,865 Total Interest Paid $ 2,591 $ 2,627 $ 3,678 $ 4,022 The Company was in compliance with all of its debt covenants as of June 30, 2022 and December 31, 2021. |
INTEREST RATE SWAPS
INTEREST RATE SWAPS | 6 Months Ended |
Jun. 30, 2022 | |
INTEREST RATE SWAPS | |
INTEREST RATE SWAPS | NOTE 17. INTEREST RATE SWAPS The Company has entered into interest rate swap agreements to hedge against changes in future cash flows resulting from fluctuating interest rates related to the below noted borrowings. The interest rate agreements were 100% effective during the three and six months ended June 30, 2022. Accordingly, the changes in fair value on the interest rate swaps have been classified in accumulated other comprehensive income (loss). The fair value of the interest rate swap agreements are included in other assets and accrued and other liabilities, respectively, on the consolidated balance sheets. Information related to the Company’s interest rate swap agreements are noted below (in thousands): Hedged Item Effective Date Maturity Date Rate Amount Fair Value as of June 30, 2022 2026 Term Loan (1) 3/10/2021 3/29/2024 0.22% + applicable spread $ 50,000 $ 2,496 2026 Term Loan (2) 3/29/2024 3/10/2026 1.51% + applicable spread $ 50,000 $ 1,067 2026 Term Loan 8/31/2021 3/10/2026 0.77% + applicable spread $ 15,000 $ 1,119 2027 Term Loan (3) 11/5/2021 3/29/2024 0.73% + applicable spread $ 100,000 $ 4,109 2027 Term Loan (4) 3/29/2024 1/31/2027 1.42% + applicable spread $ 100,000 $ 3,349 (1) Effective March 10, 2021, the Company redesignated the interest rate swap, entered into as of August 31, 2020, that previously hedged $50.0 million of the outstanding principal balance on the Credit Facility. (2) The interest rate swap agreement hedges the identical $50.0 million portion of the 2026 Term Loan borrowing under different terms and commences concurrent to the interest rate agreement maturing on March 29, 2024. (3) Effective November 5, 2021, the Company redesignated the interest rate swap, entered into as of March 31, 2020, that previously hedged $100.0 million of the outstanding principal balance on the Credit Facility. (4) The interest rate swap agreement hedges the identical $100.0 million portion of the 2027 Term Loan borrowing under different terms and commences concurrent to the interest rate agreement maturing on March 29, 2024. |
ACCRUED AND OTHER LIABILITIES
ACCRUED AND OTHER LIABILITIES | 6 Months Ended |
Jun. 30, 2022 | |
ACCRUED AND OTHER LIABILITIES | |
ACCRUED AND OTHER LIABILITIES | NOTE 18. ACCRUED AND OTHER LIABILITIES Accrued and other liabilities consisted of the following (in thousands): As of June 30, 2022 December 31, 2021 Accrued Property Taxes $ 3,637 $ 813 Reserve for Tenant Improvements 4,227 5,457 Tenant Security Deposits 2,097 1,942 Accrued Construction Costs 2,835 190 Accrued Interest 448 431 Environmental Reserve 67 81 Cash Flow Hedge - Interest Rate Swaps — 26 Operating Leases - Liability 112 198 Other 2,282 3,983 Total Accrued and Other Liabilities $ 15,705 $ 13,121 Reserve for Tenant Improvements. Environmental Reserve. |
DEFERRED REVENUE
DEFERRED REVENUE | 6 Months Ended |
Jun. 30, 2022 | |
DEFERRED REVENUE | |
DEFERRED REVENUE | NOTE 19. DEFERRED REVENUE Deferred revenue consisted of the following (in thousands): As of June 30, 2022 December 31, 2021 Prepaid Rent $ 2,819 $ 3,921 Interest Reserve from Commercial Loans and Investments 1,676 — Tenant Contributions 548 574 Other Deferred Revenue 315 10 Total Deferred Revenue $ 5,358 $ 4,505 Interest Reserve from Commercial Loans and Investments |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2022 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | NOTE 20. STOCK-BASED COMPENSATION SUMMARY OF STOCK-BASED COMPENSATION A summary of share activity for all equity classified stock compensation during the six months ended June 30, 2022, is presented below: Type of Award Shares Outstanding at 1/1/2022 Granted Shares Vested / Exercised Shares Expired Shares Forfeited Shares Shares Outstanding at 6/30/22 Equity Classified - Performance Share Awards - Peer Group Market Condition Vesting 78,118 23,056 (24,425) — — 76,749 Equity Classified - Three Year Vest Restricted Shares 51,503 23,446 (24,155) — (1,918) 48,876 Equity Classified - Non-Qualified Stock Option Awards 21,541 — (21,541) — — — Total Shares 151,162 46,502 (70,121) — (1,918) 125,625 Effective as of August 4, 2017, the Company entered into amendments to the employment agreements and certain stock option award agreements and restricted share award agreements whereby such awards will fully vest following a change in control (as defined in the executive’s employment agreement) only if the executive’s employment is terminated without cause or if the executive resigns for good reason (as such terms are defined in the executive’s employment agreement), in each case, at any time during the 24-month period following the change in control. Amounts recognized in the financial statements for stock-based compensation are as follows (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Total Cost of Share-Based Plans Charged Against Income Before Tax Effect $ 705 $ 742 $ 1,611 $ 1,700 EQUITY-CLASSIFIED STOCK COMPENSATION Performance Share Awards – Peer Group Market Condition Vesting Performance shares have been granted to certain employees under the 2010 Plan. The performance share awards entitle the recipient to receive, upon the vesting thereof, shares of common stock of the Company equal to between 0% and 150% of the number of performance shares awarded. The number of shares of common stock ultimately received by the award recipient is determined based on the Company’s total stockholder return as compared to the total stockholder return of a certain peer group during a three-year performance period. The Company granted a total of 23,056 performance shares during the six months ended June 30, 2022. The Company used a Monte Carlo simulation pricing model to determine the fair value of its awards that are based on market conditions. The determination of the fair value of market condition-based awards is affected by the Company’s stock price as well as assumptions regarding a number of other variables. These variables include expected stock price volatility over the requisite performance term of the awards, the relative performance of the Company’s stock price and stockholder returns to companies in its peer group, annual dividends, and a risk-free interest rate assumption. Compensation cost is recognized regardless of the achievement of the market conditions, provided the requisite service period is met. As of June 30, 2022, there was $2.1 million of unrecognized compensation cost, adjusted for estimated forfeitures, related to the non-vested performance share awards, which will be recognized over a remaining weighted average period of 2.0 years. A summary of the activity for these awards during the six months ended June 30, 2022 is presented below: Performance Shares With Market Conditions Shares Wtd. Avg. Fair Value Per Share Non-Vested at January 1, 2022 78,118 $ 47.01 Granted 23,056 $ 62.27 Vested (24,425) $ (50.27) Expired — — Forfeited — — Non-Vested at June 30, 2022 76,749 $ 50.56 Three Year Vest Restricted Shares Restricted shares have been granted to certain employees under the 2010 Plan. One The Company’s determination of the 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. As of June 30, 2022, there was $2.0 million of unrecognized compensation cost, adjusted for estimated forfeitures, related to the three-year vest non-vested restricted share awards, which will be recognized over a remaining weighted average period of 2.1 years. A summary of the activity for these awards during the six months ended June 30, 2022 is presented below: Three Year Vest Non-Vested Restricted Shares Shares Wtd. Avg. Fair Value Per Share Non-Vested at January 1, 2022 51,503 $ 44.88 Granted 23,446 $ 59.40 Vested (24,155) $ 44.89 Expired — — Forfeited (1,918) $ 53.95 Non-Vested at June 30, 2022 48,876 $ 51.49 Non-Qualified Stock Option Awards Stock option awards have been granted to certain employees under the 2010 Plan. The vesting period of the options awards granted ranged from a period of one The Company used the Black-Scholes valuation pricing model to determine the fair value of its non-qualified stock option awards. The determination of the fair value of the awards is affected by the stock price as well as assumptions regarding a number of other variables. These variables include expected stock price volatility over the term of the awards, annual dividends, and a risk-free interest rate assumption. A summary of the activity for these awards during the six months ended June 30, 2022 is presented below: Non-Qualified Stock Option Awards Shares Wtd. Avg. Ex. Price Wtd. Avg. Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 1, 2022 21,541 $ 43.37 Granted — — Exercised (21,541) $ 43.37 Expired — — Forfeited — — Outstanding at June 30, 2022 — $ — — $ — Exercisable at January 1, 2022 21,541 $ 43.37 3.21 $ 388,837 Exercisable at June 30, 2022 — $ — — $ — The total intrinsic value of options exercised during the six months ended June 30, 2022 totaled $0.4 million. NON-EMPLOYEE DIRECTOR STOCK COMPENSATION Each member of the Company’s Board of Directors has the option to receive his or her annual retainer and meeting fees 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 (i) the sum of (A) the amount of the quarterly retainer payment due to such director plus (B) meeting fees earned by such director during the quarter, by (ii) the trailing 20-day average price of the Company’s common stock as of the date two Each non-employee director serving as of the beginning of each calendar year shall receive an annual award of the Company’s common stock. The value of such award totaled $35,000 for the years ended December 31, 2022 and 2021 (the “Annual Award”). The number of shares awarded is calculated based on the trailing 20-day average price of the Company’s common stock as of the date two During the six months ended June 30, 2022 and 2021, the expense recognized for the value of the Company’s common stock received by non-employee directors totaled $0.4 million, or 6,001 shares, on a pre-stock split basis, and $0.4 million, or 7,624 shares, respectively. The expense recognized includes the Annual Award received during the first quarter of each respective year, which totaled $0.2 million during each of the six months ended June 30, 2022 and 2021. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
INCOME TAXES | |
INCOME TAXES | NOTE 21. INCOME TAXES The Company elected to be taxed as a REIT for U.S. federal income tax purposes under the Code commencing with its taxable year ended December 31, 2020. The Company believes that, commencing with such taxable year, it has been organized and has operated in such a manner as to qualify for taxation as a REIT under the U.S. federal income tax laws. The Company intends to continue to operate in such a manner. As a REIT, the Company will be subject to U.S. federal and state income taxation at corporate rates on its net taxable income; the Company, however, may claim a deduction for the amount of dividends paid to its stockholders. Amounts distributed as dividends by the Company will be subject to taxation at the stockholder level only. While the Company must distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, to qualify as a REIT, the Company intends to distribute all of its net taxable income. The Company is allowed certain other non-cash deductions or adjustments, such as depreciation expense, when computing its REIT taxable income and distribution requirement. These deductions permit the Company to reduce its dividend payout requirement under U.S. federal income tax laws. Certain states may impose minimum franchise taxes. To comply with certain REIT requirements, the Company holds certain of its non-REIT assets and operations through TRSs and subsidiaries of 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 held a total of two TRSs subject to taxation. The Company’s TRSs will file tax returns separately as C-Corporations. As a result of the Company’s election to be taxed as a REIT, during the year ended December 31, 2020, an $82.5 million deferred tax benefit was recorded to de-recognize the deferred tax assets and liabilities associated with the entities included in the REIT. A significant portion of the deferred tax benefit recognized related to the de-recognition of deferred tax liabilities resulting from Internal Revenue Code Section 1031 like-kind exchanges (“1031 Exchanges”). The Company will be subject to corporate income taxes related to assets held by it that are sold during the 5-year period following the date of conversion to the extent such sold assets had a built-in gain as of January 1, 2020. The Company has disposed of certain, primarily single-tenant, REIT assets after the REIT conversion within the 5-year period. All such sales were completed using 1031 Exchanges or other deferred tax structures to mitigate the built-in gain tax liability of conversion. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 22. 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 its business. While the outcome of the legal proceedings cannot be predicted with certainty, the Company does not expect that these proceedings will have a material effect upon our financial condition or results of operations. Contractual Commitments – Expenditures The Company has committed to fund the following capital improvements. The improvements, which are related to several properties, are estimated to be generally completed within twelve months. These commitments, as of June 30, 2022, are as follows (in thousands): As of June 30, 2022 Total Commitment (1) $ 23,792 Less Amount Funded (6,042) Remaining Commitment $ 17,750 (1) Commitment includes tenant improvements, leasing commissions, rebranding, facility expansion and other capital improvements. In addition, the Company is committed to fund the three construction loans as described in Note 4. Commercial Loans and Investments. The unfunded portion of the construction loans totaled $12.1 million as of June 30, 2022. |
BUSINESS SEGMENT DATA
BUSINESS SEGMENT DATA | 6 Months Ended |
Jun. 30, 2022 | |
BUSINESS SEGMENT DATA | |
BUSINESS SEGMENT DATA | NOTE 23. BUSINESS SEGMENT DATA The Company operates in four primary business segments: income properties, management services, commercial loans and investments, and real estate operations. The management services segment consists of the revenue generated from managing PINE and the Land JV, prior to the Land JV Sale. Our income property operations consist of income-producing properties, and our business plan is focused on investing in additional income-producing properties. Our income property operations accounted for 81.9% and 86.0% of our identifiable assets as of June 30, 2022 and December 31, 2021, respectively, and 86.0% and 79.4% of our consolidated revenues for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, our commercial loans and investments portfolio consisted of five commercial loan investments, one commercial property whose lease is classified as a commercial loan investment, and one preferred equity investment which is classified as a commercial loan investment. Our real estate operations consist of revenues generated from the sale of and royalty income related to our interests in subsurface oil, gas, and mineral rights, and the generation and sale of mitigation credits. The Company evaluates segment performance based on operating income. The Company’s reportable segments are strategic business units that offer different products. They are managed separately because each segment requires different management techniques, knowledge, and skills. Information about the Company’s operations in different segments for the three and six months ended June 30, 2022 and 2021 are as follows (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Revenues: Income Properties $ 16,367 $ 11,574 $ 31,535 $ 23,023 Management Fee Income 948 752 1,884 1,421 Interest Income From Commercial Loans and Investments 1,290 709 2,008 1,410 Real Estate Operations 858 1,248 1,246 3,141 Total Revenues $ 19,463 $ 14,283 $ 36,673 $ 28,995 Operating Income: Income Properties $ 11,555 $ 8,787 $ 22,707 $ 17,319 Management Fee Income 948 752 1,884 1,421 Interest Income From Commercial Loans and Investments 1,290 709 2,008 1,410 Real Estate Operations 630 715 967 2,526 General and Corporate Expense (9,403) (7,696) (18,815) (15,658) Impairment Charges — (16,527) — (16,527) Gain (Loss) on Disposition of Assets — 4,732 (245) 5,440 Loss on Extinguishment of Debt — (641) — (641) Total Operating Income (Loss) $ 5,020 $ (9,169) $ 8,506 $ (4,710) Depreciation and Amortization: Income Properties $ 6,719 $ 5,026 $ 13,075 $ 9,851 Corporate and Other 8 5 21 10 Total Depreciation and Amortization $ 6,727 $ 5,031 $ 13,096 $ 9,861 Capital Expenditures: Income Properties $ 6,935 $ 74,767 $ 47,434 $ 114,107 Commercial Loans and Investments 46,876 — 46,876 — Corporate and Other 19 3 35 10 Total Capital Expenditures $ 53,830 $ 74,770 $ 94,345 $ 114,117 Identifiable assets of each segment as of June 30, 2022 and December 31, 2021 are as follows (in thousands): As of June 30, 2022 December 31, 2021 Identifiable Assets: Income Properties $ 657,337 $ 630,747 Management Services 1,256 1,653 Commercial Loans and Investments 68,983 39,095 Real Estate Operations 26,243 26,512 Corporate and Other 48,536 35,132 Total Assets $ 802,355 $ 733,139 Operating income represents income from operations before interest expense, investment income, and income taxes. General and corporate expenses are an aggregate of general and administrative expenses and depreciation and amortization expense. Identifiable assets by segment are those assets that are used in the Company’s operations in each segment. Real Estate Operations includes the identifiable assets of the Mitigation Bank and Subsurface Interests. Corporate and other assets consist primarily of cash and restricted cash, property, plant, and equipment related to the other operations, as well as the general and corporate operations. The management services and real estate operations segments had no capital expenditures during the three and six months ended June 30, 2022 or 2021. |
ASSETS HELD FOR SALE
ASSETS HELD FOR SALE | 6 Months Ended |
Jun. 30, 2022 | |
ASSETS HELD FOR SALE | |
ASSETS HELD FOR SALE | NOTE 24. ASSETS HELD FOR SALE Assets held for sale as of December 31, 2021 are summarized below (in thousands). There were no assets held for sale as of June 30, 2022. As of December 31, 2021 Plant, Property, and Equipment—Net $ 6,016 Intangible Lease Assets—Net 704 Total Assets Held for Sale $ 6,720 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 25. SUBSEQUENT EVENTS The Company reviewed all subsequent events and transactions through July 28, 2022, the date the consolidated financial statements were issued. Stock Split On April 27, 2022, the Company announced that its Board of Directors approved a three-for-one stock split of the Company’s common stock to be effected in the form of a stock dividend. Each stockholder of record at the close of business on June 27, 2022 (the “Record Date”), received two additional shares of the Company’s common stock for each share held as of the Record Date. The new shares were distributed after the market closed on June 30, 2022. The Company’s stock began trading at the post-split price on July 1, 2022 and the number of common shares issued and outstanding June 30, 2022 Additionally, as a result of the stock split, effective July 1, 2022, the conversion rate on the Company’s 2025 Notes is equal to 60.1171 shares of common stock for each $1,000 principal amount of 2025 Notes, which represents an adjusted conversion price of $16.63 per share of common stock. Property Acquisition On July 8, 2022, the Company completed the acquisition of Madison Yards, a 162,500 square foot property located in the Inman Park/Reynoldstown submarket along the Memorial Drive corridor of Atlanta, Georgia for a purchase price of $80.2 million. The purchase price represents a going-in cap rate below the range of the Company’s guidance for initial cash yields. The acquisition was funded using $17.5 million of restricted cash generated from the Company’s previously completed property dispositions, available unrestricted cash, and draws from the Company’s unsecured revolving credit facility. The acquisition was structured as a reverse like-kind exchange in order to account for possible future dispositions of income properties by the Company. There were no other reportable subsequent events or transactions. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Interim Financial Information | Interim Financial Information The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited consolidated financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which provides a more complete understanding of the Company’s accounting policies, financial position, operating results, business properties, and other matters. The unaudited consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the financial position of the Company and the results of operations for the interim periods. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022. |
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. Any real estate entities or properties included in the consolidated financial statements have been consolidated only for the periods that such entities or properties were owned or under control by us. All inter-company balances and transactions have been eliminated in the consolidated financial statements. As of June 30, 2022, the Company has an equity investment in PINE. Prior to the Interest Purchase (hereinafter defined in Note 7, “Investment in Joint Ventures”) completed on September 30, 2021, the Company held a 30% retained interest in the entity that owns the Mitigation Bank. Additionally, the Company held a 33.5% retained interest in the entity that held approximately 1,600 acres of undeveloped land in Daytona Beach, Florida (the “Land JV”) prior the sale of all of its remaining land holdings, which sale was completed on December 10, 2021, for $66.3 million to Timberline Acquisition Partners, LLC an affiliate of Timberline Real Estate Partners (the “Land JV Sale”). |
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 U.S. 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. 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 the Company’s investments in income properties, could change materially due to continued volatility in the real estate and financial markets, or as a result of a significant dislocation in those markets. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Cessation of LIBOR. Debt with Conversion and Other Options. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents includes 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 June 30, 2022 and December 31, 2021 include certain amounts over the Federal Deposit Insurance Corporation limits. |
Restricted Cash | Restricted Cash Restricted cash totaled $27.2 million at June 30, 2022, of which $24.5 million is being held in various escrow accounts to be reinvested through the like-kind exchange structure into other income properties, $0.6 million is being held in an escrow account in connection with the Mitigation Bank as required by the applicable state and federal permitting authorities, $1.7 million is being held in three interest reserve accounts related to the Company’s commercial loans and investments, and the remaining $0.4 million is being held in various escrow accounts related to certain tenant improvements. |
Derivative Financial Instruments and Hedging Activity | Derivative Financial Instruments and Hedging Activity Interest Rate Swaps 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. |
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, accounts payable, and accrued and other liabilities at June 30, 2022 and December 31, 2021, approximate fair value because of the short maturity of these instruments. The carrying value of the Company’s Credit Facility (hereinafter defined) as of June 30, 2022 and December 31, 2021, approximates current market rates for revolving credit arrangements with similar risks and maturities. The face value of the Company’s fixed rate commercial loan and master lease investments, the 2026 Term Loan (hereinafter defined), the 2027 Term Loan (hereinafter defined), mortgage note, and convertible debt held as of June 30, 2022 and December 31, 2021 are measured at fair value based on current market rates for financial instruments with similar risks and maturities (see Note 9, “Fair Value of Financial Instruments”). |
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 U.S. 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. U.S. 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. |
Recognition Of Interest Income From Commercial Loan And Master Lease Investments | Recognition of Interest Income from Commercial Loan and Master Lease Investments Interest income on commercial loan and master lease investments includes interest payments made by the borrower and the accretion of purchase discounts and loan origination fees, offset by the amortization of loan costs. Interest payments are accrued based on the actual coupon rate and the outstanding principal balance and purchase discounts and loan origination fees are accreted into income using the effective yield method, adjusted for prepayments. |
Mitigation Credits | Mitigation Credits Mitigation credits are stated at historical cost. As these assets are sold, the related revenues and cost of sales are reported as revenues from, and direct costs of, real estate operations, respectively, in the consolidated statements of operations. |
Accounts Receivable | Accounts Receivable Accounts receivable related to income properties, which are classified in other assets on the consolidated balance sheets, primarily consist of accrued tenant reimbursable expenses and other tenant receivables. Receivables related to income property tenants totaled $1.6 million and $0.9 million as of June 30, 2022 and December 31, 2021, respectively. The $0.7 million increase is primarily attributable to an increase in estimated accrued receivables for variable lease payments including common area maintenance, insurance, real estate taxes and other operating expenses. Accounts receivable related to real estate operations, which are classified in other assets on the consolidated balance sheets, totaled $1.1 million as of June 30, 2022 and December 31, 2021. The accounts receivable as of June 30, 2022 and December 31, 2021 are primarily related to the reimbursement of certain infrastructure costs completed by the Company in conjunction with two land sale transactions that closed during the fourth quarter of 2015 as more fully described in Note 12, “Other Assets.” As of June 30, 2022 and December 31, 2021, $0.3 million was due from the buyer of the golf operations for the rounds surcharge the Company paid to the City of Daytona Beach. The collectability of the aforementioned receivables shall be considered and adjusted through an allowance for credit losses pursuant to ASC 326, Financial Instruments-Credit Losses |
Purchase Accounting for Acquisitions of Real Estate Subject to a Lease | 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 ASU 2017-01, Business Combinations 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 management believes that it is likely that the tenant will renew the lease upon expiration, in which case the Company amortizes the value attributable to the renewal over the renewal period. The value of in-place leases and leasing costs are amortized to expense over the remaining non-cancelable periods of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be written off. |
Sales of Real Estate | Sales of Real Estate When income 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 gain (loss) on disposition of assets. In accordance with the FASB guidance, gains or losses on sales of real estate are generally recognized using the full accrual method. Gains and losses on land sales, in addition to the sale of Subsurface Interests and mitigation credits, are accounted for as required by FASB ASC Topic 606, Revenue from Contracts with Customers |
Income Taxes | Income Taxes The Company 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”) commencing with its taxable year ended December 31, 2020. The Company believes that, commencing with such taxable year, it has been organized and has operated in such a manner as to qualify for taxation as a REIT under the U.S. federal income tax laws. The Company intends to continue to operate in such a manner. As a REIT, the Company will be subject to U.S. federal and state income taxation at corporate rates on its net taxable income; the Company, however, may claim a deduction for the amount of dividends paid to its stockholders. Amounts distributed as dividends by the Company will be subject to taxation at the stockholder level only. While the Company must distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, to qualify as a REIT, the Company intends to distribute all of its net taxable income. The Company is allowed certain other non-cash deductions or adjustments, such as depreciation expense, when computing its REIT taxable income and distribution requirement. These deductions permit the Company to reduce its dividend payout requirement under U.S. federal income tax laws. Certain states may impose minimum franchise taxes. To comply with certain REIT requirements, the Company holds certain of its non-REIT assets and operations through taxable REIT subsidiaries (“TRSs”) and subsidiaries of 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 held a total of two TRSs subject to taxation. The Company’s TRSs will file tax returns separately as C-Corporations. The Company uses the asset and liability method to account for income taxes for the Company’s TRSs. Deferred income taxes result primarily from the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes (see Note 21, “Income Taxes”). In June 2006, the FASB issued additional guidance, which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements included in income taxes. The interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, and disclosure and transition. In accordance with FASB guidance included in income taxes, the Company has analyzed its various federal and state filing positions and believes that its income tax filing positions and deductions are well documented and supported. Additionally, the Company believes that its accruals for tax liabilities are adequate. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to the FASB guidance. |
INCOME PROPERTIES (Tables)
INCOME PROPERTIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Table Text Blocks | |
Schedule of components of leasing revenue | The components of leasing revenue are as follows (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Leasing Revenue Lease Payments $ 12,920 $ 10,259 $ 25,205 $ 19,957 Variable Lease Payments 3,447 1,315 6,330 3,066 Total Leasing Revenue $ 16,367 $ 11,574 $ 31,535 $ 23,023 |
Schedule of minimum future base rental revenue on non-cancelable leases | Minimum future base rental revenue on non-cancelable leases subsequent to June 30, 2022, for the next five years ended December 31 are summarized as follows (in thousands): Year Ending December 31, Amounts Remainder of 2022 $ 26,962 2023 51,276 2024 49,560 2025 47,901 2026 41,615 2027 34,325 2028 and Thereafter (Cumulative) 124,296 Total $ 375,935 |
COMMERCIAL LOAN AND MASTER LE_2
COMMERCIAL LOAN AND MASTER LEASE INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
COMMERCIAL LOAN AND MASTER LEASE INVESTMENTS | |
Schedule of components of commercial loan investment portfolio | The Company’s commercial loans and investments were comprised of the following at June 30, 2022 (in thousands): Description Date of Investment Maturity Date Original Face Amount Current Face Amount Carrying Value Coupon Rate Westland Gateway Plaza – Hialeah, FL September 2020 N/A 21,085 21,085 21,157 N/A Mortgage Note – 4311 Maple Avenue – Dallas, TX October 2020 April 2023 400 400 395 7.50% Mortgage Note – 110 N Beach Street – Daytona Beach, FL June 2021 December 2022 364 364 364 10.00% Construction Loan – The Exchange At Gwinnett – Buford, GA January 2022 January 2024 8,700 — (69) 7.25% Preferred Investment - Watters Creek – Allen, TX April 2022 April 2025 30,000 30,000 29,862 8.50% Construction Loan - WaterStar – Kissimmee, FL April 2022 August 2022 19,000 16,068 16,021 8.00% Improvement Loan - Ashford Lane – Atlanta, GA May 2022 April 2025 1,500 1,053 1,053 12.00% $ 81,049 $ 68,970 $ 68,783 The Company’s commercial loans and investments were comprised of the following at December 31, 2021 (in thousands): Description Date of Investment Maturity Date Original Face Amount Current Face Amount Carrying Value Coupon Rate Carpenter Hotel – 400 Josephine Street, Austin, TX July 2019 N/A $ 16,250 $ 16,250 $ 17,189 N/A Westland Gateway Plaza – Hialeah, FL September 2020 N/A 21,085 21,085 21,148 N/A Mortgage Note – 4311 Maple Avenue – Dallas, TX October 2020 April 2023 400 400 394 7.50% Mortgage Note – 110 N Beach Street – Daytona Beach, FL June 2021 December 2022 364 364 364 10.00% $ 38,099 $ 38,099 $ 39,095 The carrying value of the commercial loans and investments portfolio at June 30, 2022 and December 31, 2021 consisted of the following (in thousands): As of June 30, 2022 December 31, 2021 Current Face Amount $ 68,970 $ 38,099 Imputed Interest over Rent Payments Received 72 1,002 Unaccreted Origination Fees (255) (2) CECL Reserve (4) (4) Total Commercial Loans and Investments $ 68,783 $ 39,095 |
RELATED PARTY MANAGEMENT SERV_2
RELATED PARTY MANAGEMENT SERVICES BUSINESS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
RELATED PARTY MANAGEMENT SERVICES BUSINESS | |
Schedule of amounts due from PINE | The following table represents amounts due (to) from PINE as of June 30, 2022 and December 31, 2021 which are included in other assets on the consolidated balance sheets (in thousands): As of Description June 30, 2022 December 31, 2021 Management Services Fee due From PINE $ 948 $ 913 Dividend Receivable 320 330 Other (12) 410 Total $ 1,256 $ 1,653 |
REAL ESTATE OPERATIONS (Tables)
REAL ESTATE OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
REAL ESTATE OPERATIONS | |
Summary of land and development costs | Land and development costs at June 30, 2022 and December 31, 2021 were as follows (in thousands): As of June 30, 2022 December 31, 2021 Land and Development Costs $ 358 $ 358 Subsurface Interests 328 334 Total Land and Development Costs $ 686 $ 692 |
INVESTMENT IN JOINT VENTURES (T
INVESTMENT IN JOINT VENTURES (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Land JV | |
Summarized financial information of the Company's JV Investment | The following table provides summarized financial information of the Land JV for the three and six months ended June 30, 2021 (in thousands): Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Revenues $ — $ 21 Direct Cost of Revenues (44) (125) Operating Loss $ (44) $ (104) Other Operating Expenses (77) (148) Net Loss $ (121) $ (252) |
Mitigation Bank | |
Summarized financial information of the Company's JV Investment | The following table provides summarized financial information of the Mitigation Bank JV for the three and six months ended June 30, 2021 (in thousands): Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Revenues $ — $ 104 Direct Cost of Revenues — (7) Operating Income $ — $ 97 Other Operating Expenses (13) (113) Net Loss $ (13) $ (16) |
INVESTMENT SECURITIES (Tables)
INVESTMENT SECURITIES (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
INVESTMENT SECURITIES | |
Schedule of marketable securities | The Company’s available-for-sale securities as of June 30, 2022 and December 31, 2021 are summarized below (in thousands): Cost Unrealized Gains in Investment Income Unrealized Losses in Investment Income Estimated Fair Value (Level 1 Inputs) June 30, 2022 Common Stock $ 17,440 $ — $ (888) $ 16,552 Operating Units 23,253 — (1,322) 21,931 Total Equity Securities 40,693 — (2,210) 38,483 Total Available-for-Sale Securities $ 40,693 $ — $ (2,210) $ 38,483 December 31, 2021 Common Stock $ 15,643 $ 868 $ — $ 16,511 Operating Units 23,253 1,273 — 24,526 Total Equity Securities 38,896 2,141 — 41,037 Total Available-for-Sale Securities $ 38,896 $ 2,141 $ — $ 41,037 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 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 at June 30, 2022 and December 31, 2021 (in thousands): June 30, 2022 December 31, 2021 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Cash and Cash Equivalents - Level 1 $ 7,137 $ 7,137 $ 8,615 $ 8,615 Restricted Cash - Level 1 $ 27,189 $ 27,189 $ 22,734 $ 22,734 Commercial Loans and Investments - Level 2 $ 68,783 $ 70,215 $ 39,095 $ 39,109 Long-Term Debt - Level 2 $ 343,196 $ 347,083 $ 278,273 $ 288,000 |
Schedule of fair value of assets measured on recurring basis by Level | The following table presents the fair value of assets measured on a recurring basis by level as of June 30, 2022 and December 31, 2021 (in thousands). See Note 17, “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) June 30, 2022 Cash Flow Hedge - 2026 Term Loan Interest Rate Swap (1) $ 3,563 $ — $ 3,563 $ — Cash Flow Hedge - 2026 Term Loan Interest Rate Swap (2) $ 1,119 $ — $ 1,119 $ — Cash Flow Hedge - 2027 Term Loan Interest Rate Swap (3) $ 7,458 $ — $ 7,458 $ — Investment Securities $ 38,483 $ 38,483 $ — $ — December 31, 2021 Cash Flow Hedge - 2026 Term Loan Interest Rate Swap (1) $ 727 $ — $ 727 $ — Cash Flow Hedge - 2026 Term Loan Interest Rate Swap (2) $ 240 $ — $ 240 $ — Cash Flow Hedge - 2027 Term Loan Interest Rate Swap (3) $ 550 $ — $ 550 $ — Investment Securities $ 41,037 $ 41,037 $ — $ — (1) Effective March 10, 2021, the Company redesignated the interest rate swap, entered into as of August 31, 2020, to fix LIBOR and achieve a fixed interest rate of 0.22% plus the applicable spread on the $50.0 million 2026 Term Loan, hereinafter defined. (2) Effective August 31, 2021, the Company utilized an interest rate swap to fix LIBOR and achieve a fixed interest rate of 0.77% plus the applicable spread on the remaining $15.0 million outstanding principal balance on the 2026 Term Loan, hereinafter defined. (3) Effective November 5, 2021 the Company redesignated the interest rate swap, entered into as of March 31, 2020, to fix LIBOR and achieve a fixed interest rate of 0.73% plus the applicable spread on the $100.0 million 2027 Term Loan, hereinafter defined. |
INTANGIBLE ASSETS AND LIABILI_2
INTANGIBLE ASSETS AND LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
INTANGIBLE ASSETS AND LIABILITIES | |
Schedule of components of intangible lease assets and liabilities | Intangible assets and liabilities consisted of the following as of June 30, 2022 and December 31, 2021 (in thousands): As of June 30, 2022 December 31, 2021 Intangible Lease Assets: Value of In-Place Leases $ 63,207 $ 59,293 Value of Above Market In-Place Leases 24,002 23,216 Value of Intangible Leasing Costs 19,627 18,456 Sub-total Intangible Lease Assets 106,836 100,965 Accumulated Amortization (28,508) (21,473) Sub-total Intangible Lease Assets—Net 78,328 79,492 Intangible Lease Liabilities (Included in Accrued and Other Liabilities): Value of Below Market In-Place Leases (7,146) (6,942) Sub-total Intangible Lease Liabilities (7,146) (6,942) Accumulated Amortization 1,869 1,341 Sub-total Intangible Lease Liabilities—Net (5,277) (5,601) Total Intangible Assets and Liabilities—Net $ 73,051 $ 73,891 |
Schedule of amortization of intangible assets and liabilities | The following table reflects the net amortization of intangible assets and liabilities during the three and six months ended June 30, 2022 and 2021 (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Amortization Expense $ 2,834 $ 1,935 $ 5,529 $ 3,762 Accretion to Income Properties Revenue 497 (338) 978 (734) Net Amortization of Intangible Assets and Liabilities $ 3,331 $ 1,597 $ 6,507 $ 3,028 |
Schedule of estimated future amortization and accretion of intangible lease 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 Amount Future Accretion to Income Property Revenue Net Future Amortization of Intangible Assets and Liabilities Remainder of 2022 $ 5,623 $ 999 $ 6,622 2023 11,182 2,032 13,214 2024 10,968 2,078 13,046 2025 9,124 2,153 11,277 2026 7,462 1,872 9,334 2027 7,178 1,549 8,727 2028 and Thereafter 8,541 2,290 10,831 Total $ 60,078 $ 12,973 $ 73,051 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
OTHER ASSETS | |
Schedule of components of other assets | Other assets consisted of the following as of June 30, 2022 and December 31, 2021 (in thousands): As of June 30, 2022 December 31, 2021 Income Property Tenant Receivables $ 1,557 $ 885 Income Property Straight-line Rent Adjustment and COVID-19 Deferral Balance 6,077 5,180 Operating Leases - Right-of-Use Asset 114 168 Golf Rounds Surcharge 268 338 Cash Flow Hedge - Interest Rate Swap 12,140 1,543 Infrastructure Reimbursement Receivables 1,094 1,080 Prepaid Expenses, Deposits, and Other 5,187 3,526 Due from Alpine Income Property Trust, Inc. 1,256 1,653 Financing Costs, Net of Accumulated Amortization 336 524 Total Other Assets $ 28,029 $ 14,897 |
EQUITY (Tables)
EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
EQUITY | |
Schedule of dividend declared and paid for stock | The following table outlines dividends declared and paid for each issuance of CTO’s stock during the three and six months ended June 30, 2022 and 2021 (in thousands, except per share data): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Series A Preferred Stock Dividends $ 1,196 $ — $ 2,391 $ — Per Share $ 0.40 $ — $ 0.80 $ — Common Stock Dividends $ 6,780 $ 5,898 $ 13,197 $ 11,795 Per Share $ 1.12 $ 1.00 $ 2.20 $ 2.00 |
COMMON STOCK AND EARNINGS PER_2
COMMON STOCK AND EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 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 for each of the periods presented (in thousands, except share and per share data): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Basic and Diluted Earnings: Net Income (Loss) Attributable to Common Stockholders, Used in Basic EPS $ 22 $ (3,724) $ (971) $ 4,061 Add Back: Effect of Dilutive Interest Related to 2025 Notes (1) — — — — Net Income (Loss) Attributable to Common Stockholders, Used in Diluted EPS 22 (3,724) (971) 4,061 Basic and Diluted Shares: Weighted Average Shares Outstanding, Basic 6,004,178 5,898,280 5,956,798 5,888,735 Common Shares Applicable to Dilutive Effect of 2025 Notes (2) — — — — Weighted Average Shares Outstanding, Diluted 6,004,178 5,898,280 5,956,798 5,888,735 Per Share Information: Net Income (Loss) Attributable to Common Stockholders Basic and Diluted $ 0.00 $ (0.63) $ (0.16) $ 0.69 (1) As applicable, includes interest expense, amortization of discount, amortization of fees, and other changes in net income or loss that would result from the assumed conversion. For the three and six months ended June 30 2022, a total of $0.5 million and $1.1 million, respectively, was not included, as the impact of the 2025 Notes (hereinafter defined), if-converted, would be antidilutive to the net income of under $0.1 million and the net loss of $1.0 million, for the respective periods. (2) A total of 1.0 million shares representing the dilutive impact of the Company’s 2025 Notes (hereinafter defined), upon adoption of ASU 2020-06 effective January 1, 2022, were not included in the computation of diluted net income (loss) attributable to common stockholders for the three and six months ended June 30, 2022 because they were antidilutive to the net income of under $0.1 million and the net loss of $1.0 million, for the respective periods. |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
LONG-TERM DEBT | |
Schedule of outstanding indebtedness, at face value | As of June 30, 2022, the Company’s outstanding indebtedness, at face value, was as follows (in thousands): Face Value Debt Maturity Date Interest Rate Credit Facility $ 111,000 May 2023 30-day LIBOR + 2026 Term Loan (1) 65,000 March 2026 30-day LIBOR + 2027 Term Loan (2) 100,000 January 2027 30-day LIBOR + 3.875% Convertible Senior Notes due 2025 51,034 April 2025 3.875% Mortgage Note Payable 17,800 August 2026 4.060% Total Long-Term Face Value Debt $ 344,834 (1) The Company utilized interest rate swaps on the $65.0 million 2026 Term Loan balance, including (i) its redesignation of the existing $50.0 million interest rate swap, entered into as of August 31, 2020, and (ii) a $15.0 million interest rate swap effective August 31, 2021, to fix LIBOR and achieve a weighted average fixed interest rate of 0.35% plus the applicable spread (see Note 17, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps). (2) Effective November 5, 2021 the Company redesignated the interest rate swap, entered into as of March 31, 2020, to fix LIBOR and achieve a fixed interest rate of 0.73% plus the applicable spread on the $100.0 million 2027 Term Loan balance (see Note 17, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps) . |
Schedule of components of long-term debt | Long-term debt consisted of the following (in thousands): June 30, 2022 December 31, 2021 Total Due Within One Year Total Due Within One Year Credit Facility $ 111,000 $ — $ 67,000 $ — 2026 Term Loan 65,000 — 65,000 — 2027 Term Loan 100,000 — 100,000 — 3.875% Convertible Senior Notes, net of Discount 50,590 — 47,469 — Mortgage Note Payable 17,800 — — Financing Costs, net of Accumulated Amortization (1,194) — (1,196) — Total Long-Term Debt $ 343,196 $ — $ 278,273 $ — |
Schedule of payments applicable to reduction of principal amounts | Payments applicable to reduction of principal amounts as of June 30, 2022 will be required as follows (in thousands): As of June 30, 2022 Amount Remainder of 2022 $ — 2023 111,000 2024 — 2025 51,034 2026 82,800 2027 100,000 2028 and Thereafter — Total Long-Term Debt - Face Value $ 344,834 |
Schedule of carrying value of long-term debt | The carrying value of long-term debt as of June 30, 2022 consisted of the following (in thousands): Total Current Face Amount $ 344,834 Unamortized Discount on Convertible Debt (444) Financing Costs, net of Accumulated Amortization (1,194) Total Long-Term Debt $ 343,196 |
Schedule of interest expense on debt | The following table reflects a summary of interest expense incurred and paid during the three and six months ended June 30, 2022 and 2021 (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Interest Expense $ 2,065 $ 1,943 $ 3,733 $ 3,912 Amortization of Deferred Financing Costs 172 159 337 324 Amortization of Discount on Convertible Notes 40 319 109 629 Total Interest Expense $ 2,277 $ 2,421 $ 4,179 $ 4,865 Total Interest Paid $ 2,591 $ 2,627 $ 3,678 $ 4,022 |
INTEREST RATE SWAPS (Tables)
INTEREST RATE SWAPS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
INTEREST RATE SWAPS | |
Schedule of interest rate swap agreements | Hedged Item Effective Date Maturity Date Rate Amount Fair Value as of June 30, 2022 2026 Term Loan (1) 3/10/2021 3/29/2024 0.22% + applicable spread $ 50,000 $ 2,496 2026 Term Loan (2) 3/29/2024 3/10/2026 1.51% + applicable spread $ 50,000 $ 1,067 2026 Term Loan 8/31/2021 3/10/2026 0.77% + applicable spread $ 15,000 $ 1,119 2027 Term Loan (3) 11/5/2021 3/29/2024 0.73% + applicable spread $ 100,000 $ 4,109 2027 Term Loan (4) 3/29/2024 1/31/2027 1.42% + applicable spread $ 100,000 $ 3,349 (1) Effective March 10, 2021, the Company redesignated the interest rate swap, entered into as of August 31, 2020, that previously hedged $50.0 million of the outstanding principal balance on the Credit Facility. (2) The interest rate swap agreement hedges the identical $50.0 million portion of the 2026 Term Loan borrowing under different terms and commences concurrent to the interest rate agreement maturing on March 29, 2024. (3) Effective November 5, 2021, the Company redesignated the interest rate swap, entered into as of March 31, 2020, that previously hedged $100.0 million of the outstanding principal balance on the Credit Facility. (4) The interest rate swap agreement hedges the identical $100.0 million portion of the 2027 Term Loan borrowing under different terms and commences concurrent to the interest rate agreement maturing on March 29, 2024. |
ACCRUED AND OTHER LIABILITIES (
ACCRUED AND OTHER LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
ACCRUED AND OTHER LIABILITIES | |
Schedule of components of accrued and other liabilities | Accrued and other liabilities consisted of the following (in thousands): As of June 30, 2022 December 31, 2021 Accrued Property Taxes $ 3,637 $ 813 Reserve for Tenant Improvements 4,227 5,457 Tenant Security Deposits 2,097 1,942 Accrued Construction Costs 2,835 190 Accrued Interest 448 431 Environmental Reserve 67 81 Cash Flow Hedge - Interest Rate Swaps — 26 Operating Leases - Liability 112 198 Other 2,282 3,983 Total Accrued and Other Liabilities $ 15,705 $ 13,121 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
DEFERRED REVENUE | |
Schedule of components of deferred revenue | Deferred revenue consisted of the following (in thousands): As of June 30, 2022 December 31, 2021 Prepaid Rent $ 2,819 $ 3,921 Interest Reserve from Commercial Loans and Investments 1,676 — Tenant Contributions 548 574 Other Deferred Revenue 315 10 Total Deferred Revenue $ 5,358 $ 4,505 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
STOCK-BASED COMPENSATION | |
Summary of share activity for all equity classified stock compensation | A summary of share activity for all equity classified stock compensation during the six months ended June 30, 2022, is presented below: Type of Award Shares Outstanding at 1/1/2022 Granted Shares Vested / Exercised Shares Expired Shares Forfeited Shares Shares Outstanding at 6/30/22 Equity Classified - Performance Share Awards - Peer Group Market Condition Vesting 78,118 23,056 (24,425) — — 76,749 Equity Classified - Three Year Vest Restricted Shares 51,503 23,446 (24,155) — (1,918) 48,876 Equity Classified - Non-Qualified Stock Option Awards 21,541 — (21,541) — — — Total Shares 151,162 46,502 (70,121) — (1,918) 125,625 |
Schedule of amounts recognized for stock-based compensation | Amounts recognized in the financial statements for stock-based compensation are as follows (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Total Cost of Share-Based Plans Charged Against Income Before Tax Effect $ 705 $ 742 $ 1,611 $ 1,700 |
January 28, 2017 | |
STOCK-BASED COMPENSATION | |
Summary of performance share awards activity | A summary of the activity for these awards during the six months ended June 30, 2022 is presented below: Performance Shares With Market Conditions Shares Wtd. Avg. Fair Value Per Share Non-Vested at January 1, 2022 78,118 $ 47.01 Granted 23,056 $ 62.27 Vested (24,425) $ (50.27) Expired — — Forfeited — — Non-Vested at June 30, 2022 76,749 $ 50.56 |
Three-Year Vesting | |
STOCK-BASED COMPENSATION | |
Summary of nonvested restricted stock award activity | A summary of the activity for these awards during the six months ended June 30, 2022 is presented below: Three Year Vest Non-Vested Restricted Shares Shares Wtd. Avg. Fair Value Per Share Non-Vested at January 1, 2022 51,503 $ 44.88 Granted 23,446 $ 59.40 Vested (24,155) $ 44.89 Expired — — Forfeited (1,918) $ 53.95 Non-Vested at June 30, 2022 48,876 $ 51.49 |
Original 2010 Plan | |
STOCK-BASED COMPENSATION | |
Summary of activity for stock option awards | A summary of the activity for these awards during the six months ended June 30, 2022 is presented below: Non-Qualified Stock Option Awards Shares Wtd. Avg. Ex. Price Wtd. Avg. Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 1, 2022 21,541 $ 43.37 Granted — — Exercised (21,541) $ 43.37 Expired — — Forfeited — — Outstanding at June 30, 2022 — $ — — $ — Exercisable at January 1, 2022 21,541 $ 43.37 3.21 $ 388,837 Exercisable at June 30, 2022 — $ — — $ — |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of Commitments | The improvements, which are related to several properties, are estimated to be generally completed within twelve months. These commitments, as of June 30, 2022, are as follows (in thousands): As of June 30, 2022 Total Commitment (1) $ 23,792 Less Amount Funded (6,042) Remaining Commitment $ 17,750 (1) Commitment includes tenant improvements, leasing commissions, rebranding, facility expansion and other capital improvements. |
BUSINESS SEGMENT DATA (Tables)
BUSINESS SEGMENT DATA (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
BUSINESS SEGMENT DATA | |
Schedule of operations in different segments | Information about the Company’s operations in different segments for the three and six months ended June 30, 2022 and 2021 are as follows (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Revenues: Income Properties $ 16,367 $ 11,574 $ 31,535 $ 23,023 Management Fee Income 948 752 1,884 1,421 Interest Income From Commercial Loans and Investments 1,290 709 2,008 1,410 Real Estate Operations 858 1,248 1,246 3,141 Total Revenues $ 19,463 $ 14,283 $ 36,673 $ 28,995 Operating Income: Income Properties $ 11,555 $ 8,787 $ 22,707 $ 17,319 Management Fee Income 948 752 1,884 1,421 Interest Income From Commercial Loans and Investments 1,290 709 2,008 1,410 Real Estate Operations 630 715 967 2,526 General and Corporate Expense (9,403) (7,696) (18,815) (15,658) Impairment Charges — (16,527) — (16,527) Gain (Loss) on Disposition of Assets — 4,732 (245) 5,440 Loss on Extinguishment of Debt — (641) — (641) Total Operating Income (Loss) $ 5,020 $ (9,169) $ 8,506 $ (4,710) Depreciation and Amortization: Income Properties $ 6,719 $ 5,026 $ 13,075 $ 9,851 Corporate and Other 8 5 21 10 Total Depreciation and Amortization $ 6,727 $ 5,031 $ 13,096 $ 9,861 Capital Expenditures: Income Properties $ 6,935 $ 74,767 $ 47,434 $ 114,107 Commercial Loans and Investments 46,876 — 46,876 — Corporate and Other 19 3 35 10 Total Capital Expenditures $ 53,830 $ 74,770 $ 94,345 $ 114,117 Identifiable assets of each segment as of June 30, 2022 and December 31, 2021 are as follows (in thousands): As of June 30, 2022 December 31, 2021 Identifiable Assets: Income Properties $ 657,337 $ 630,747 Management Services 1,256 1,653 Commercial Loans and Investments 68,983 39,095 Real Estate Operations 26,243 26,512 Corporate and Other 48,536 35,132 Total Assets $ 802,355 $ 733,139 |
ASSETS HELD FOR SALE (Tables)
ASSETS HELD FOR SALE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Table Text Blocks | |
Schedule of assets and liabilities held for sale and discontinued operations | As of December 31, 2021 Plant, Property, and Equipment—Net $ 6,016 Intangible Lease Assets—Net 704 Total Assets Held for Sale $ 6,720 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) $ in Thousands, ft² in Millions | 6 Months Ended | |||
Jun. 30, 2022 USD ($) ft² country a property loan county | Dec. 31, 2021 USD ($) | Sep. 30, 2021 | Jun. 30, 2018 | |
Real Estate Properties | ||||
Number of commercial loan investment | loan | 5 | |||
Investment in Alpine Income Property Trust, Inc. | $ | $ 38,483 | $ 41,037 | ||
Alpine Income Property Trust, Inc. Common Stock and Alpine Income Property OP, LP Limited Partnership Units | ||||
Real Estate Properties | ||||
Investment in Alpine Income Property Trust, Inc. | $ | $ 38,483 | 41,037 | ||
Investment ownership percentage (as a percent) | 15.80% | |||
Common Stock | ||||
Real Estate Properties | ||||
Investment in Alpine Income Property Trust, Inc. | $ | $ 16,552 | $ 16,511 | ||
Investment ownership percentage (as a percent) | 7.80% | |||
Mitigation Bank | ||||
Real Estate Properties | ||||
Interest in the joint venture (as a percent) | 70% | |||
Area of land owned | a | 2,500 | |||
Equity method investment, ownership percentage (as a percent) | 30% | 30% | ||
Florida | ||||
Real Estate Properties | ||||
Number of states in which entity operates | country | 19 | |||
Subsurface area of portfolio of mineral interests | a | 356,000 | |||
Commercial Real Estate Portfolio Segment [Member] | ||||
Real Estate Properties | ||||
Number of commercial loan investment | loan | 5 | |||
Number of commercial properties | 1 | |||
Commercial | ||||
Real Estate Properties | ||||
Number of real estate properties | 21 | |||
Number of states in which entity operates | county | 9 | |||
Gross leasable space | ft² | 2.8 | |||
Number of commercial properties | 21 | |||
Number of preferred equity investment | 1 | |||
Single-tenant | ||||
Real Estate Properties | ||||
Number of real estate properties | 7 | |||
Multi-tenant | ||||
Real Estate Properties | ||||
Number of real estate properties | 14 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Principles of Consolidation (Details) $ in Millions | Dec. 10, 2021 USD ($) a | Sep. 30, 2021 | Jun. 30, 2018 |
Mitigation Bank | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Equity method investment, ownership percentage (as a percent) | 30% | 30% | |
Land JV | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Equity method investment, ownership percentage (as a percent) | 33.50% | ||
Acres sold | a | 1,600 | ||
Final sales price | $ | $ 66.3 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash and Investment Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Restricted Cash | |||
Restricted Cash | $ 27,189 | $ 22,734 | $ 13,918 |
Restricted cash escrow account | |||
Restricted Cash | |||
Restricted Cash | 24,500 | ||
Restricted cash, escrow account in connection with sale of ground lease | |||
Restricted Cash | |||
Restricted Cash | 400 | ||
Restricted cash, escrow account in connection with Mitigation Bank | Mitigation Bank | |||
Restricted Cash | |||
Restricted Cash | 600 | ||
Restricted cash escrow account in connection with reserves for commercial loans and investments | |||
Restricted Cash | |||
Restricted Cash | $ 1,700 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2015 Transaction | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Accounts Receivable | |||
Income Property Tenant Receivables | $ 1,557 | $ 885 | |
Number of closed land transactions | Transaction | 2 | ||
Allowance for doubtful accounts | 700 | 500 | |
Other Assets | |||
Accounts Receivable | |||
Income Property Tenant Receivables | 1,600 | 900 | |
Income Property Tenant Receivables, Increase (Decrease) | 700 | ||
Accounts receivable related to real estate operations | 1,100 | 1,100 | |
Receivable from Golf operations for rounds surcharge | $ 300 | $ 300 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) subsidiary | |
Income Taxes | |
REIT Eligibility, Distributable , Minimum Percentage of Taxable Income, Excluding Net Capital Gains | 90% |
Number of taxable REIT subsidiaries | subsidiary | 2 |
Reserves for uncertain income tax positions | $ | $ 0 |
INCOME PROPERTIES - Leasing Rev
INCOME PROPERTIES - Leasing Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leasing Revenue | ||||
Lease Payments | $ 12,920 | $ 10,259 | $ 25,205 | $ 19,957 |
Variable Lease Payments | 3,447 | 1,315 | 6,330 | 3,066 |
Total Leasing Revenue | $ 16,367 | $ 11,574 | $ 31,535 | $ 23,023 |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income | Revenues | Revenues | Revenues | Revenues |
INCOME PROPERTIES - Minimum Fut
INCOME PROPERTIES - Minimum Future Base Rental Revenue on Non-cancelable Leases (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Minimum future base rental revenue on non-cancelable leases | |
Remainder of 2022 | $ 26,962 |
2023 | 51,276 |
2024 | 49,560 |
2025 | 47,901 |
2026 | 41,615 |
2027 | 34,325 |
2028 and Thereafter (Cumulative) | 124,296 |
Total | $ 375,935 |
INCOME PROPERTIES - Acquisition
INCOME PROPERTIES - Acquisitions (Details) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 USD ($) ft² | Jun. 30, 2021 USD ($) tenant | Dec. 31, 2021 USD ($) | |
Acquisitions of Income Properties | |||
Weighted average amortization period of intangible assets | 7 years 8 months 12 days | ||
Aggregate outstanding principal balance | $ 68,970 | $ 38,099 | |
Commercial Real Estate Portfolio Segment [Member] | |||
Acquisitions of Income Properties | |||
Aggregate outstanding principal balance | $ 68,970 | $ 38,099 | |
2022 Acquisitions | |||
Acquisitions of Income Properties | |||
Weighted average amortization period of intangible assets | 5 years 8 months 12 days | ||
2022 Acquisitions | Nonrecurring basis | |||
Acquisitions of Income Properties | |||
Land | $ 15,600 | ||
Buildings and improvements | 17,900 | ||
Intangible assets pertaining to the in-place lease value, leasing fees and above market lease value | 5,900 | ||
Intangible liabilities for below market lease value | 200 | ||
2022 Acquisitions | Income Property, Multi-tenant, Katy, Texas [Member] | |||
Acquisitions of Income Properties | |||
Aggregate acquisition cost including capitalized acquisition costs | $ 39,200 | ||
Property Square-Feet | ft² | 205,813 | ||
Purchase Price | $ 39,100 | ||
Percentage Leased at Acquisition | 95% | ||
Remaining Lease Term at Acquisition Date (in years) | 5 years 8 months 12 days | ||
2022 Acquisitions | Income Property, Multi-tenant, Katy, Texas [Member] | Fixed-Rate Mortgage Note | |||
Acquisitions of Income Properties | |||
Aggregate outstanding principal balance | $ 17,800 | ||
2021 Acquisitions | |||
Acquisitions of Income Properties | |||
Number of tenant repurchase options | tenant | 3 | ||
Aggregate acquisition cost including capitalized acquisition costs | $ 40,400 | ||
Land | 41,400 | ||
Buildings and improvements | 29,500 | ||
Intangible liabilities for below market lease value | $ 50 | ||
Remaining Lease Term at Acquisition Date (in years) | 7 years 1 month 6 days | ||
2021 Acquisitions | Income Property, Multi-tenant, Katy, Texas [Member] | |||
Acquisitions of Income Properties | |||
Aggregate acquisition cost including capitalized acquisition costs | $ 111,300 | ||
Purchase Price | $ 111,000 |
INCOME PROPERTIES - Disposition
INCOME PROPERTIES - Dispositions (Details) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 USD ($) property item | Jun. 30, 2021 USD ($) property tenant | Dec. 31, 2021 USD ($) | |
Dispositions of Income Properties | |||
Carrying Value | $ 68,783 | $ 39,095 | |
2022 Dispositions, Income Properties | |||
Dispositions of Income Properties | |||
Number of real estate properties | property | 2 | ||
2022 Dispositions, Income Properties | Income Property, Single-tenant, Outback, Austin, Texas | |||
Dispositions of Income Properties | |||
Number Of Tenant Repurchase Options | item | 2 | ||
Carrying Value | $ 16,250 | ||
2022 Dispositions, Income Properties, Single-tenant | Income Property, Party City Corporation, Oceanside, New York | |||
Dispositions of Income Properties | |||
Sales price | 6,900 | ||
Gain (Loss) on Sale | $ (60) | ||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income | Gain (Loss) on Disposition of Assets | ||
2022 Dispositions, Income Properties, Single-tenant | Income Property, Single-tenant, Outback, Austin, Texas | |||
Dispositions of Income Properties | |||
Sales price | $ 17,100 | ||
Gain (Loss) on Sale | $ (200) | ||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income | Gain (Loss) on Disposition of Assets | ||
2021 Dispositions, Single-tenant | |||
Dispositions of Income Properties | |||
Number Of Tenant Repurchase Options | tenant | 1 | ||
2021 Dispositions, Single-tenant | Income Property, Burlington Coat Stores, Inc, North Richland Hills, Texas | |||
Dispositions of Income Properties | |||
Sales price | $ 11,500 | ||
Gain (Loss) on Sale | $ 100 | ||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income | Gain (Loss) on Disposition of Assets | ||
2021 Dispositions, Single-tenant | Income Property, Staples, Sarasota, Florida | |||
Dispositions of Income Properties | |||
Sales price | $ 4,700 | ||
Gain (Loss) on Sale | $ 700 | ||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income | Gain (Loss) on Disposition of Assets | ||
2021 Dispositions, Single-tenant | Income Properties, Single-tenant, CMBS Portfolio | |||
Dispositions of Income Properties | |||
Sales price | $ 44,500 | ||
Gain (Loss) on Sale | $ 3,900 | ||
Number of real estate properties | property | 6 | ||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income | Gain (Loss) on Disposition of Assets | ||
2020 Dispositions, Single-tenant | |||
Dispositions of Income Properties | |||
Number Of Tenant Repurchase Options | tenant | 9 | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | 2022 Dispositions, Income Properties | |||
Dispositions of Income Properties | |||
Sales price | $ 24,000 | ||
Gain (Loss) on Sale | $ (200) | ||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income | Gain (Loss) on Disposition of Assets | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | 2021 Dispositions, Income Properties | |||
Dispositions of Income Properties | |||
Sales price | $ 65,500 | ||
Gain (Loss) on Sale | $ 5,300 | ||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income | Gain (Loss) on Disposition of Assets | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | 2021 Dispositions, Multi-tenant | Income Property, World of Beer, Fuzzys Taco Shop, Brandon, Florida | |||
Dispositions of Income Properties | |||
Sales price | $ 2,300 | ||
Gain (Loss) on Sale | $ 600 | ||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income | Gain (Loss) on Disposition of Assets | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | 2021 Dispositions, Single-tenant | Income Property, Single-tenant, Moe's Southwest Grill, Jacksonville, Florida | |||
Dispositions of Income Properties | |||
Sales price | $ 2,500 | ||
Gain (Loss) on Sale | $ 100 | ||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income | Gain (Loss) on Disposition of Assets |
COMMERCIAL LOAN AND MASTER LE_3
COMMERCIAL LOAN AND MASTER LEASE INVESTMENTS - Summary of Commercial Loan Investments (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||||||
May 09, 2022 USD ($) | Apr. 29, 2022 USD ($) | Apr. 07, 2022 USD ($) item | Mar. 11, 2022 USD ($) item | Jan. 26, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 05, 2021 | Aug. 31, 2021 | Mar. 10, 2021 | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||||||
Unfunded construction loans | $ 81,049 | $ 38,099 | ||||||||
Current Face Amount | 68,970 | 38,099 | ||||||||
Carrying Value | 68,783 | 39,095 | ||||||||
Interest rate (as a percent) | 0.73% | 0.77% | 0.22% | |||||||
Ground Lease Loan - 400 Josephine Street, Austin, TX | ||||||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||||||
Unfunded construction loans | 16,250 | |||||||||
Current Face Amount | 16,250 | |||||||||
Carrying Value | $ 17,300 | 17,189 | ||||||||
Sales price | $ 17,100 | |||||||||
Number of tenant repurchase options | item | 2 | |||||||||
Commercial Loan and Master Lease Investments | $ 16,250 | |||||||||
Master Tenant - Hialeah Lease Loan - Hialeah FL | ||||||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||||||
Unfunded construction loans | 21,085 | 21,085 | ||||||||
Current Face Amount | 21,085 | 21,085 | ||||||||
Carrying Value | 21,157 | 21,148 | ||||||||
Mortgage Note - 4311 Maple Avenue, Dallas, TX | ||||||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||||||
Unfunded construction loans | 400 | 400 | ||||||||
Current Face Amount | 400 | 400 | ||||||||
Carrying Value | $ 395 | $ 394 | ||||||||
Coupon Rate | 7.50% | 7.50% | ||||||||
Mortgage Note - 110 N Beach Street - Daytona Beach, FL | ||||||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||||||
Unfunded construction loans | $ 364 | $ 364 | ||||||||
Current Face Amount | 364 | 364 | ||||||||
Carrying Value | $ 364 | $ 364 | ||||||||
Coupon Rate | 10% | 10% | ||||||||
Construction Loans [Member] | ||||||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||||||
Unfunded construction loans | $ 12,100 | |||||||||
Construction Loan - The Exchange At Gwinnett - Buford, GA | ||||||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||||||
Unfunded construction loans | $ 8,700 | 8,700 | ||||||||
Carrying Value, Net | $ (69) | |||||||||
Coupon Rate | 7.25% | |||||||||
Extension period (in years) | 1 year | |||||||||
Interest rate (as a percent) | 7.25% | |||||||||
Origination fee | $ 100 | |||||||||
Construction Loan - WaterStar Kissimmee retail property development project in Kissimmee, Florida | ||||||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||||||
Loan Origination | $ 16,100 | |||||||||
Unfunded construction loans | $ 19,000 | 19,000 | ||||||||
Current Face Amount | 16,068 | |||||||||
Carrying Value | 16,021 | |||||||||
Carrying Value, Net | $ 2,900 | |||||||||
Coupon Rate | 8% | 8% | ||||||||
Origination fee | $ 100 | |||||||||
Improvement Loan For Ashford Lane - Atlanta, Georgia | ||||||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||||||
Loan Origination | $ 1,100 | |||||||||
Unfunded construction loans | $ 1,500 | 1,500 | ||||||||
Current Face Amount | 1,053 | |||||||||
Carrying Value | 1,053 | |||||||||
Carrying Value, Net | $ 400 | |||||||||
Coupon Rate | 10% | 12% | ||||||||
Improvement Loan For Ashford Lane - Atlanta, Georgia | Interest rate Until The location is Open | ||||||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||||||
Coupon Rate | 12% | |||||||||
Preferred Investment - Watters Creek - Allen, TX | ||||||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||||||
Unfunded construction loans | $ 30,000 | $ 30,000 | ||||||||
Current Face Amount | 30,000 | |||||||||
Carrying Value | $ 29,862 | |||||||||
Coupon Rate | 8.50% | 8.50% | ||||||||
Origination fee | $ 150 | |||||||||
Mortgage Loans On Real Estate, Extension Term, Number of Option | item | 2 | |||||||||
Mortgage Loans On Real Estate, Extension Term | 1 year |
COMMERCIAL LOAN AND MASTER LE_4
COMMERCIAL LOAN AND MASTER LEASE INVESTMENTS - Carrying Value (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Current Face Amount | $ 68,970 | $ 38,099 | |
Total Commercial Loan and Master Lease Investments | 68,783 | $ 39,095 | |
Commercial loan and master lease investments | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Current Face Amount | 68,970 | $ 38,099 | |
Imputed Interest over Rent Payments Received | 72 | 1,002 | |
Unaccreted Origination Fees | (255) | (2) | |
CECL Reserve | (4) | (4) | |
Total Commercial Loan and Master Lease Investments | $ 68,783 | $ 39,095 |
RELATED PARTY MANAGEMENT SERV_3
RELATED PARTY MANAGEMENT SERVICES BUSINESS - General Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Dec. 10, 2021 USD ($) | Oct. 26, 2021 USD ($) $ / shares | Nov. 26, 2019 USD ($) property shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) property $ / shares | Jan. 07, 2022 USD ($) property | |
Real Estate [Line Items] | ||||||||||
Share purchased | shares | 95,013 | 99,778 | ||||||||
Purchase price of shares | $ 1,700 | $ 1,800 | ||||||||
Average price per share | $ / shares | $ 17.96 | $ 17.99 | ||||||||
Investment in Alpine Income Property Trust, Inc. | $ 38,483 | $ 38,483 | $ 41,037 | |||||||
Outstanding Principal | 344,834 | 344,834 | ||||||||
Gain (Loss) on Extinguishment of Debt | $ (641) | $ (641) | ||||||||
Alpine Income Property Trust, Inc. Common Stock and Alpine Income Property OP, LP Limited Partnership Units [Member] | ||||||||||
Real Estate [Line Items] | ||||||||||
Investment in Alpine Income Property Trust, Inc. | $ 38,483 | $ 38,483 | 41,037 | |||||||
Investment ownership percentage (as a percent) | 15.80% | 15.80% | ||||||||
Alpine Income Property OP, LP Limited Partnership Units | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of contributed properties | property | 5 | |||||||||
Aggregate of OP units | shares | 1,223,854 | |||||||||
Initial value | $ 23,300 | |||||||||
Share purchased | shares | 1,223,854 | |||||||||
Investment ownership percentage (as a percent) | 9.10% | 9.10% | ||||||||
Mortgage Notes Payable Under CMBS Portfolio | ||||||||||
Real Estate [Line Items] | ||||||||||
Outstanding Principal | 30,000 | 30,000 | ||||||||
Private placement | ||||||||||
Real Estate [Line Items] | ||||||||||
Share purchased | shares | 394,737 | |||||||||
Purchase price of shares | $ 7,500 | |||||||||
2022 Acquisitions | Income Property Single Tenant | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of real estate properties | property | 1 | |||||||||
Sales price | $ 6,900 | |||||||||
Land JV | ||||||||||
Real Estate [Line Items] | ||||||||||
Management fee revenue earned | 30 | $ 0 | 60 | |||||||
Management fee revenue earned per month | $ 20 | |||||||||
Monthly management fee | $ 20,000 | 10 | 10,000 | |||||||
Management Agreement PINE | ||||||||||
Real Estate [Line Items] | ||||||||||
Percentage of base management fee | 0.375% | |||||||||
Management fee (as a percent) | 1.50% | |||||||||
Percentage of cumulative annual hurdle rate | 8% | |||||||||
Amount of threshold incentive fee | $ 0 | |||||||||
Percentage of multiply factor | 15% | |||||||||
Amount of incentive fee | $ 0 | |||||||||
Management fee revenue earned | $ 900 | $ 700 | $ 1,900 | 1,400 | ||||||
Proceeds from Dividends Received | 600 | $ 500 | $ 1,100 | $ 1,000 | ||||||
Alpine | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of properties sold | property | 15 | |||||||||
Aggregate cash consideration | $ 125,900 | |||||||||
Share purchased | shares | 923,656 | |||||||||
Amount of shares authorized for purchase by the board | $ 5,000 | |||||||||
Average price per share | $ / shares | $ 17.75 | $ 17.65 | ||||||||
Alpine | Mortgage Notes Payable Under CMBS Portfolio | ||||||||||
Real Estate [Line Items] | ||||||||||
Real estate acquired purchase price | $ 44,500 | |||||||||
Number of real estate properties | property | 6 | |||||||||
Gain (Loss) on Extinguishment of Debt | $ (500) | |||||||||
Alpine | Mortgage Notes Payable Under CMBS Portfolio | Income Property Single Tenant | ||||||||||
Real Estate [Line Items] | ||||||||||
Real estate acquired purchase price | $ 11,500 | |||||||||
Number of real estate properties | property | 1 |
RELATED PARTY MANAGEMENT SERV_4
RELATED PARTY MANAGEMENT SERVICES BUSINESS - Summary of Amounts Due (Details) - Management Agreement PINE - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Real Estate [Line Items] | ||
Management Services Fee due from PINE | $ 948 | $ 913 |
Dividend receivable | 320 | 330 |
Other | (12) | 410 |
Total | $ 1,256 | $ 1,653 |
REAL ESTATE OPERATIONS - Land a
REAL ESTATE OPERATIONS - Land and Development Costs (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
REAL ESTATE OPERATIONS | ||
Land and Development Costs | $ 358 | $ 358 |
Subsurface Interests | 328 | 334 |
Total Land and Development Costs | $ 686 | $ 692 |
REAL ESTATE OPERATIONS - Subsur
REAL ESTATE OPERATIONS - Subsurface Interests (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 USD ($) a | Jun. 30, 2021 USD ($) a | Jun. 30, 2022 USD ($) a | Jun. 30, 2021 USD ($) a | |
Royalty | ||||
Subsurface interests | ||||
Revenue from contract with customer, including assessed tax | $ 20 | $ 20 | $ 30 | $ 30 |
Surface land over subsurface interests | ||||
Subsurface interests | ||||
Area of land (in acres) | a | 356,000 | 356,000 | ||
Revenue recognized for cash payments for the release of surface entry rights | $ 90 | $ 50 | $ 110 | $ 60 |
Real Estate Operations | Subsurface Revenue, Land Sales | ||||
Subsurface interests | ||||
Area of land sold (in acres) | a | 8,332 | 9,252 | 13,082 | 34,500 |
Revenue from contract with customer, including assessed tax | $ 500 | $ 700 | $ 900 | $ 2,600 |
REAL ESTATE OPERATIONS - Mitiga
REAL ESTATE OPERATIONS - Mitigation Credits (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Sep. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) item | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) item | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 10, 2021 | |
Real Estate Properties [Line Items] | |||||||
Asset Acquisition, Interest Purchase Amount Allocated to Mitigation Credits | $ 15.6 | ||||||
Mitigation Bank | |||||||
Real Estate Properties [Line Items] | |||||||
Mitigation credits, acquired | 0.9 | ||||||
Asset Acquisition, Consideration Transferred, Contingent Consideration | 18 | ||||||
Asset Retained Interest, Previously Recorded Value | 6.9 | ||||||
Mitigation credit and mitigation credit rights | $ 24.5 | $ 24.5 | $ 24.7 | ||||
Mitigation credit rights acquired | $ 21.6 | ||||||
Mitigation Credit Sales | Real Estate Operations | |||||||
Real Estate Properties [Line Items] | |||||||
Number of mitigation credits sold | item | 1.96 | 1.96 | |||||
Aggregate cost of sales | $ 0.1 | $ 0.1 | |||||
Gross Sales Price | $ 0.2 | $ 0 | $ 0.2 | $ 0 | |||
Land JV | |||||||
Real Estate Properties [Line Items] | |||||||
Equity method investment, ownership percentage (as a percent) | 33.50% | ||||||
Land JV | Mitigation Bank | |||||||
Real Estate Properties [Line Items] | |||||||
Equity method investment, ownership percentage (as a percent) | 100% |
INVESTMENT IN JOINT VENTURES -
INVESTMENT IN JOINT VENTURES - Investment (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Apr. 07, 2022 | Dec. 31, 2021 |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Unfunded construction loans | $ 81,049 | $ 38,099 | |
Preferred Investment - Watters Creek - Allen, TX | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Unfunded construction loans | $ 30,000 | $ 30,000 | |
Funding towards the total investment (as a percent) | 23% |
INVESTMENT IN JOINT VENTURES _2
INVESTMENT IN JOINT VENTURES - Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | ||
Equity method investments | $ 0 | $ 0 |
INVESTMENT IN JOINT VENTURES _3
INVESTMENT IN JOINT VENTURES - Summarized Financial Information - Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Equity Method Investment, Summarized Financial Information [Abstract] | ||||
Revenues | $ 19,463 | $ 14,283 | $ 36,673 | $ 28,995 |
Direct Cost of Revenues | (5,040) | (3,320) | (9,107) | (6,319) |
Operating Loss | 5,020 | (9,169) | 8,506 | (4,710) |
Other Operating Expenses | (4,091) | 245 | (4,799) | |
Net loss | $ 1,218 | (3,724) | $ 1,420 | 4,061 |
Land JV | ||||
Equity Method Investment, Summarized Financial Information [Abstract] | ||||
Revenues | 21 | |||
Direct Cost of Revenues | (44) | (125) | ||
Operating Loss | (44) | (104) | ||
Other Operating Expenses | (77) | (148) | ||
Net loss | (121) | (252) | ||
Mitigation Bank | ||||
Equity Method Investment, Summarized Financial Information [Abstract] | ||||
Revenues | 104 | |||
Direct Cost of Revenues | (7) | |||
Operating Loss | 97 | |||
Other Operating Expenses | (13) | (113) | ||
Net loss | $ (13) | $ (16) |
INVESTMENT IN JOINT VENTURES _4
INVESTMENT IN JOINT VENTURES - General information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Dec. 10, 2021 USD ($) | Sep. 30, 2021 USD ($) | Sep. 29, 2021 USD ($) | Jun. 30, 2018 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) item | |
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Impairment Charges | $ 0 | $ 16,527 | $ 0 | $ 16,527 | ||||||||
Capital Expenditures | 53,830 | 74,770 | 94,345 | 114,117 | ||||||||
Cash and Cash Equivalents | 7,137 | $ 8,615 | 4,701 | 7,137 | 4,701 | $ 8,615 | ||||||
Restricted Cash | 27,189 | 22,734 | 13,918 | 27,189 | 13,918 | 22,734 | ||||||
Migration credits | 3,436 | 3,702 | 3,436 | 3,702 | ||||||||
Mitigation Credit Rights | $ 21,018 | 21,018 | $ 21,018 | $ 21,018 | ||||||||
Mitigation Bank | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Equity interest acquired | 70% | 70% | ||||||||||
Acquired price | $ 18,000 | |||||||||||
Capital Expenditures | 16,100 | |||||||||||
Cash | 1,900 | $ 1,900 | ||||||||||
Previously recorded value | 6,900 | 6,900 | ||||||||||
Total cost | 24,900 | 24,900 | ||||||||||
Cash and Cash Equivalents | 1,800 | 1,800 | ||||||||||
Restricted Cash | 600 | 600 | ||||||||||
Migration credits | 900 | 900 | ||||||||||
Mitigation Credit Rights | $ 21,600 | $ 21,600 | ||||||||||
Mitigation Bank | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Sale of interest in joint venture | 70% | 70% | ||||||||||
Interest in the joint venture (as a percent) | 70% | |||||||||||
Income (loss) from equity method investments | 0 | 0 | ||||||||||
Investment in Joint Ventures | $ 6,800 | |||||||||||
Sales price | $ 15,300 | |||||||||||
Equity method investment, ownership percentage (as a percent) | 30% | 30% | 30% | |||||||||
Mitigation credits, Operating Agreement, credit sales, Minimum Sales Requirement, minimum revenue, net of commissions | $ 6,000 | |||||||||||
Mitigation credits, Operating Agreement, credit sales, Minimum Sales Requirement, maximum credits, number | item | 60 | |||||||||||
Mitigation Bank | Mitigation Bank | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Gross Sales Price | $ 6,900 | |||||||||||
Land JV | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Sale of interest in joint venture | 66.50% | 66.50% | ||||||||||
Interest in the joint venture (as a percent) | 33.50% | 33.50% | ||||||||||
Impairment Charges | 1,100 | 16,500 | $ 17,600 | |||||||||
Income (loss) from equity method investments | $ 0 | 0 | ||||||||||
Investment in Joint Ventures | $ 48,900 | 48,900 | ||||||||||
Sales price | 97,000 | |||||||||||
Equity method investment, ownership percentage (as a percent) | 33.50% | |||||||||||
Monthly management fee | $ 20,000 | $ 10 | $ 10,000 | |||||||||
Management fee revenue earned per month | $ 20 |
INVESTMENT SECURITIES - General
INVESTMENT SECURITIES - General Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Nov. 26, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Marketable Securities [Line Items] | ||||||
Share purchased | 95,013 | 99,778 | ||||
Purchase price of shares | $ 1,700 | $ 1,800 | ||||
Equity Method Investments | 0 | 0 | $ 0 | |||
Investment in Alpine Income Property Trust, Inc. | $ 38,483 | $ 38,483 | 41,037 | |||
Alpine Income Property Trust, Inc. Common Stock and Alpine Income Property OP, LP Limited Partnership Units | ||||||
Marketable Securities [Line Items] | ||||||
Number of shares owned | 2,150,000 | 2,150,000 | ||||
Investment in Alpine Income Property Trust, Inc. | $ 38,483 | $ 38,483 | $ 41,037 | |||
Investment ownership percentage (as a percent) | 15.80% | 15.80% | ||||
Common Stock | ||||||
Marketable Securities [Line Items] | ||||||
Share purchased | 923,656 | 8,088 | ||||
Purchase price of shares | $ 100 | |||||
Investment in Alpine Income Property Trust, Inc. | $ 16,552 | $ 16,552 | $ 16,511 | |||
Investment ownership percentage (as a percent) | 7.80% | 7.80% | ||||
Common Stock | IPO Purchase | ||||||
Marketable Securities [Line Items] | ||||||
Share purchased | 421,053 | 815,790 | ||||
Purchase price of shares | $ 8,000 | |||||
Alpine Income Property OP, LP Limited Partnership Units | ||||||
Marketable Securities [Line Items] | ||||||
Share purchased | 1,223,854 | |||||
Investment ownership percentage (as a percent) | 9.10% | 9.10% | ||||
Alpine | ||||||
Marketable Securities [Line Items] | ||||||
Share purchased | 923,656 | |||||
Alpine | Common Stock | ||||||
Marketable Securities [Line Items] | ||||||
Share purchased | 95,013 | 0 | 99,778 | 0 | 8,088 | |
Purchase price of shares | $ 1,700 | $ 1,800 | $ 100 | |||
Shares purchased, average price per share (in dollars per share) | $ 17.96 | $ 17.99 | $ 17.65 |
INVESTMENT SECURITIES - Tabular
INVESTMENT SECURITIES - Tabular Disclosure (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Trading, and Equity Securities, FV-NI [Abstract] | ||
Cost | $ 40,693 | $ 38,896 |
Unrealized Gains in Investment Income | 2,141 | |
Unrealized Losses in Investment Income | (2,210) | |
Investment Securities | 38,483 | 41,037 |
Operating Units | ||
Debt Securities, Trading, and Equity Securities, FV-NI [Abstract] | ||
Cost | 23,253 | 23,253 |
Unrealized Gains in Investment Income | 1,273 | |
Unrealized Losses in Investment Income | (1,322) | |
Investment Securities | 21,931 | 24,526 |
Alpine Income Property Trust, Inc. Common Stock and Alpine Income Property OP, LP Limited Partnership Units | ||
Debt Securities, Trading, and Equity Securities, FV-NI [Abstract] | ||
Cost | 40,693 | 38,896 |
Unrealized Gains in Investment Income | 2,141 | |
Unrealized Losses in Investment Income | (2,210) | |
Investment Securities | 38,483 | 41,037 |
Common Stock | ||
Debt Securities, Trading, and Equity Securities, FV-NI [Abstract] | ||
Cost | 17,440 | 15,643 |
Unrealized Gains in Investment Income | 868 | |
Unrealized Losses in Investment Income | (888) | |
Investment Securities | $ 16,552 | $ 16,511 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Carrying Value and Estimated Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Carrying Value | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Carrying value and estimated fair value of financial instruments | ||
Cash and Cash Equivalents | $ 7,137 | $ 8,615 |
Restricted Cash | 27,189 | 22,734 |
Carrying Value | Significant Other Observable Inputs (Level 2) [Member] | ||
Carrying value and estimated fair value of financial instruments | ||
Commercial Loans and Investments | 68,783 | 39,095 |
Long-Term Debt | 343,196 | 278,273 |
Estimated Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Carrying value and estimated fair value of financial instruments | ||
Cash and Cash Equivalents | 7,137 | 8,615 |
Restricted Cash | 27,189 | 22,734 |
Estimated Fair Value | Significant Other Observable Inputs (Level 2) [Member] | ||
Carrying value and estimated fair value of financial instruments | ||
Commercial Loans and Investments | 70,215 | 39,109 |
Long-Term Debt | $ 347,083 | $ 288,000 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | 6 Months Ended | ||||||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Nov. 05, 2021 | Aug. 31, 2021 | Mar. 10, 2021 | Aug. 31, 2020 | |
Fair value of assets | |||||||
Cash Flow Hedge - Interest Rate Swap | $ 12,140 | $ 1,543 | |||||
Cash Flow Hedge - Interest Rate Swaps | (26) | $ (100,000) | $ (50,000) | $ (50,000) | |||
Investment Securities | 38,483 | 41,037 | |||||
Interest rate (as a percent) | 0.73% | 0.77% | 0.22% | ||||
Notional amount | $ 100,000 | $ 15,000 | $ 50,000 | ||||
Payoff of variable-rate mortgage loan | 11,000 | $ 86,963 | |||||
Recurring basis | |||||||
Fair value of assets | |||||||
Cash Flow Hedge - Interest Rate Swap | 38,483 | 41,037 | |||||
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |||||||
Fair value of assets | |||||||
Cash Flow Hedge - Interest Rate Swap | 38,483 | 41,037 | |||||
Recurring basis | 2026 Term Loan One [Member] | Interest Rate Swap | |||||||
Fair value of assets | |||||||
Cash Flow Hedge - Interest Rate Swap | 3,563 | 727 | |||||
Recurring basis | 2026 Term Loan One [Member] | Interest Rate Swap | Significant Other Observable Inputs (Level 2) [Member] | |||||||
Fair value of assets | |||||||
Cash Flow Hedge - Interest Rate Swap | 3,563 | 727 | |||||
Recurring basis | 2026 Term Loan Two [Member] | Interest Rate Swap | |||||||
Fair value of assets | |||||||
Cash Flow Hedge - Interest Rate Swap | 1,119 | 240 | |||||
Recurring basis | 2026 Term Loan Two [Member] | Interest Rate Swap | Significant Other Observable Inputs (Level 2) [Member] | |||||||
Fair value of assets | |||||||
Cash Flow Hedge - Interest Rate Swap | 1,119 | 240 | |||||
Recurring basis | 2027 Term Loan [Member] | Interest Rate Swap | |||||||
Fair value of assets | |||||||
Cash Flow Hedge - Interest Rate Swap | 7,458 | 550 | |||||
Recurring basis | 2027 Term Loan [Member] | Interest Rate Swap | Significant Other Observable Inputs (Level 2) [Member] | |||||||
Fair value of assets | |||||||
Cash Flow Hedge - Interest Rate Swap | $ 7,458 | $ 550 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS - Assets Measured on a Nonrecurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Nonrecurring basis | ||
Fair value of assets | ||
Asset fair value | $ 0 | $ 0 |
INTANGIBLE ASSETS AND LIABILI_3
INTANGIBLE ASSETS AND LIABILITIES - Components (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | $ 106,836 | $ 100,965 |
Accumulated Amortization | (28,508) | (21,473) |
Total | 78,328 | 79,492 |
Intangible Lease Liabilities (Included in Accrued and Other Liabilities): | ||
Value of Below Market In-Place Leases | (7,146) | (6,942) |
Sub-total Intangible Lease Liabilities-Net | (7,146) | (6,942) |
Accumulated Amortization | 1,869 | 1,341 |
Total | (5,277) | (5,601) |
Total Intangible Assets and Liabilities-Net | 73,051 | 73,891 |
Value of In-Place Leases [Member] | ||
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | 63,207 | 59,293 |
Value of Above Market In-Place Leases [Member] | ||
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | 24,002 | 23,216 |
Value of Intangible Leasing Costs [Member] | ||
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | $ 19,627 | $ 18,456 |
INTANGIBLE ASSETS AND LIABILI_4
INTANGIBLE ASSETS AND LIABILITIES - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
INTANGIBLE ASSETS AND LIABILITIES | ||||
Amortization Expense | $ 2,834 | $ 1,935 | $ 5,529 | $ 3,762 |
Accretion to Income Properties Revenue | 497 | (338) | 978 | (734) |
Net Amortization of Intangible Assets and Liabilities | $ 3,331 | $ 1,597 | $ 6,507 | $ 3,028 |
INTANGIBLE ASSETS AND LIABILI_5
INTANGIBLE ASSETS AND LIABILITIES - Summary of Estimated Amortization and Accretion (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Future Amortization Amount | ||
Total | $ 78,328 | $ 79,492 |
Future Accretion to Income Property Revenue | ||
Total | (5,277) | $ (5,601) |
Net Future Amortization of Intangible Assets and Liabilities | ||
Remainder of 2022 | 6,622 | |
2023 | 13,214 | |
2024 | 13,046 | |
2025 | 11,277 | |
2026 | 9,334 | |
2027 | 8,727 | |
2028 and Thereafter | 10,831 | |
Total | 73,051 | |
Future Amortization | ||
Future Amortization Amount | ||
Remainder of 2022 | 5,623 | |
2023 | 11,182 | |
2024 | 10,968 | |
2025 | 9,124 | |
2026 | 7,462 | |
2027 | 7,178 | |
2028 and Thereafter | 8,541 | |
Total | 60,078 | |
Future Accretion to Income Property Revenue | ||
Future Accretion to Income Property Revenue | ||
Remainder of 2022 | 999 | |
2023 | 2,032 | |
2024 | 2,078 | |
2025 | 2,153 | |
2026 | 1,872 | |
2027 | 1,549 | |
2028 and Thereafter | 2,290 | |
Total | $ 12,973 |
INTANGIBLE ASSETS AND LIABILI_6
INTANGIBLE ASSETS AND LIABILITIES - Weighted Average Amortization Period (Details) | 6 Months Ended |
Jun. 30, 2022 | |
INTANGIBLE ASSETS AND LIABILITIES | |
Weighted average amortization period of intangible assets | 7 years 8 months 12 days |
Weighted average amortization period of intangible liabilities | 10 years |
IMPAIRMENT OF LONG-LIVED ASSE_2
IMPAIRMENT OF LONG-LIVED ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
IMPAIRMENT OF LONG-LIVED ASSETS | ||||
Impairment Charges | $ 0 | $ 16,527 | $ 0 | $ 16,527 |
OTHER ASSETS - Tabular Disclosu
OTHER ASSETS - Tabular Disclosure (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Other Assets | ||
Income Property Tenant Receivables | $ 1,557 | $ 885 |
Income Property Straight-line Rent Adjustment and Covid-19 Deferral Balance | 6,077 | 5,180 |
Operating Leases, Right-of-Use Asset | 114 | 168 |
Golf Rounds Surcharge | 268 | 338 |
Cash Flow Hedge - Interest Rate Swap | 12,140 | 1,543 |
Infrastructure Reimbursement Receivables | 1,094 | 1,080 |
Prepaid Expenses, Deposits, and Other | 5,187 | 3,526 |
Due from Alpine Income Property Trust, Inc. | 1,256 | 1,653 |
Financing Costs, Net of Accumulated Amortization | 336 | 524 |
Total Other Assets | $ 28,029 | $ 14,897 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position | Total Other Assets | Total Other Assets |
OTHER ASSETS - Income Property
OTHER ASSETS - Income Property Straight-Line Rent Adjustment (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Unusual or Infrequent Item, or Both [Line Items] | ||
Income Property Straight-line Rent Adjustment and Covid-19 Deferral Balance | $ 6,077 | $ 5,180 |
COVID-19 | ||
Unusual or Infrequent Item, or Both [Line Items] | ||
Income Property Straight-line Rent Adjustment and Covid-19 Deferral Balance | $ 100 | $ 100 |
OTHER ASSETS - Infrastructure R
OTHER ASSETS - Infrastructure Reimbursement Receivables (Details) $ in Thousands | Jun. 30, 2022 USD ($) installment | Dec. 31, 2021 USD ($) installment |
Real Estate [Line Items] | ||
Infrastructure Reimbursement Receivables | $ 1,094 | $ 1,080 |
Tanger | ||
Real Estate [Line Items] | ||
Infrastructure Reimbursement Receivables | $ 800 | $ 800 |
Number of installments to repay infrastructure reimbursement receivable | installment | 5 | 5 |
Infrastructure reimbursement receivables, installment payment amounts | $ 200 | $ 200 |
Infrastructure reimbursement receivable, discount | 100 | 100 |
Sam's Club | ||
Real Estate [Line Items] | ||
Infrastructure Reimbursement Receivables | $ 300 | $ 300 |
Number of installments to repay infrastructure reimbursement receivable | installment | 3 | 3 |
Infrastructure reimbursement receivables, installment payment amounts | $ 100 | $ 100 |
Infrastructure reimbursement receivable, discount | $ 20 | $ 20 |
EQUITY - General Information (D
EQUITY - General Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Apr. 01, 2021 | |
Class of Stock [Line Items] | ||||
Aggregate offering price | $ 350 | |||
Purchase price of shares | $ 1.7 | $ 1.8 | ||
Units issued | 95,013 | 99,778 | ||
At Market Offering Program | ||||
Class of Stock [Line Items] | ||||
Purchase price of shares | $ 150 | |||
Units issued | 88,065 | 131,858 | ||
Gross proceeds from issuance of common stock | $ 5.8 | $ 8.7 | ||
Total net proceeds | $ 5.7 | $ 8.6 | ||
Shares issued during period, weighted-average price per share (in dollars per share) | $ 66.03 | $ 65.84 | ||
Transaction fees | $ 0.1 | $ 0.1 |
EQUITY - Dividends (Details)
EQUITY - Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Class of Stock [Line Items] | ||||
Dividends, Preferred Stock | $ 1,196 | $ 2,391 | ||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Dividends, Common Stock | $ 6,780 | $ 5,898 | $ 13,197 | $ 11,795 |
Cash dividends paid and declared (in dollars per share) | $ 1.12 | $ 1 | $ 2.20 | $ 2 |
Series A Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Dividends, Preferred Stock | $ 1,196 | $ 2,391 | ||
Dividend per Share | $ 0.40 | $ 0.80 |
EQUITY - 2025 Notes (Details)
EQUITY - 2025 Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Additional paid-in capital | $ 86,347 | $ 85,414 | |
Retained Earnings | $ 332,916 | $ 343,459 | |
2025 Notes | ASU 2020-06 | Restatement | |||
Additional paid-in capital | $ 7,000 | ||
Retained Earnings | 4,000 | ||
Non-cash portion of convertible notes | $ 3,000 |
COMMON STOCK AND EARNINGS PER_3
COMMON STOCK AND EARNINGS PER SHARE - Summary of Common Stock and Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
COMMON STOCK AND EARNINGS PER SHARE | ||||
Net Income (Loss) Attributable to Common Stockholders - Basic | $ 22 | $ (3,724) | $ (971) | $ 4,061 |
Net Income (Loss) Attributable to Common Stockholders - Diluted | $ 22 | $ (3,724) | $ (971) | $ 4,061 |
Weighted Average Shares Outstanding, Basic (in shares) | 6,004,178 | 5,898,280 | 5,956,798 | 5,888,735 |
Weighted Average Shares Outstanding, Diluted (in shares) | 6,004,178 | 5,898,280 | 5,956,798 | 5,888,735 |
Per Share Information: | ||||
Basic Net Income (Loss) per Share Attributable to Common Stockholders (in dollars per share) | $ 0 | $ (0.63) | $ (0.16) | $ 0.69 |
Diluted Net Income (Loss) per Share Attributable to Common Stockholders (in dollars per share) | $ 0 | $ (0.63) | $ (0.16) | $ 0.69 |
COMMON STOCK AND EARNINGS PER_4
COMMON STOCK AND EARNINGS PER SHARE - Anti-dilutive Securities and Convertible Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Nov. 05, 2021 | Aug. 31, 2021 | Mar. 10, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Net Income (Loss) Attributable to Common Stockholders - Basic | $ 22 | $ (3,724) | $ (971) | $ 4,061 | ||||
Net Income (Loss) Attributable to Common Stockholders - Diluted | $ 22 | $ (3,724) | $ (971) | $ 4,061 | ||||
Dilutive securities | 0 | 0 | 0 | 0 | ||||
Anti-dilutive securities (in shares) | 13,332 | 37,552 | ||||||
Interest rate (as a percent) | 0.73% | 0.77% | 0.22% | |||||
3.875% Convertible Senior Notes due 2025 | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Interest rate (as a percent) | 3.875% | 3.875% | 3.875% | |||||
2025 Notes | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Dilutive convertible securities excluded | $ 500 | $ 1,100 | ||||||
Net Income (Loss) Attributable to Common Stockholders - Basic | 100 | (1,000) | ||||||
Net Income (Loss) Attributable to Common Stockholders - Diluted | $ 100 | $ (1,000) | ||||||
2025 Notes | ASU 2020-06 | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Shares excluded from computation of diluted net income (loss) | 1,000,000 |
SHARE REPURCHASES (Details)
SHARE REPURCHASES (Details) - Stock Repurchase Program, February 2020 - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 29, 2020 | |
Stock Repurchases | |||||||
Stock repurchase program authorized amount | $ 10 | ||||||
Shares repurchased (in shares) | 20,010 | 0 | 20,010 | 0 | 40,553 | 88,565 | |
Stock repurchased amount | $ 1.1 | $ 1.1 | $ 2.2 | $ 4.1 | |||
Average price per share of stock repurchased | $ 57.37 | $ 57.37 | $ 54.48 | $ 46.29 | |||
Remaining authorized repurchase amount | $ 2.6 | $ 2.6 |
LONG-TERM DEBT - Outstanding In
LONG-TERM DEBT - Outstanding Indebtedness (Details) - USD ($) $ in Thousands | 6 Months Ended | ||||||||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 03, 2022 | Dec. 31, 2021 | Nov. 05, 2021 | Aug. 31, 2021 | Mar. 10, 2021 | Aug. 31, 2020 | Feb. 04, 2020 | |
Long-term debt | |||||||||
Face Value of Debt | $ 344,834 | ||||||||
Interest rate (as a percent) | 0.73% | 0.77% | 0.22% | ||||||
Derivative Liability | $ 26 | $ 100,000 | $ 50,000 | $ 50,000 | |||||
Outstanding amount | $ 343,196 | 278,273 | $ 15,000 | ||||||
Weighted average fixed interest rate | 0.35% | ||||||||
Credit Facility | |||||||||
Long-term debt | |||||||||
Face Value of Debt | $ 111,000 | ||||||||
Outstanding amount | $ 111,000 | $ 67,000 | |||||||
Credit Facility | LIBOR | Minimum | |||||||||
Long-term debt | |||||||||
Margin added to variable rate basis (as a percent) | 1.35% | ||||||||
Credit Facility | LIBOR | Maximum | |||||||||
Long-term debt | |||||||||
Margin added to variable rate basis (as a percent) | 1.95% | ||||||||
3.875% Convertible Senior Notes due 2025 | |||||||||
Long-term debt | |||||||||
Face Value of Debt | $ 51,034 | $ 17,600 | |||||||
Interest rate (as a percent) | 3.875% | 3.875% | |||||||
Outstanding amount | $ 50,590 | $ 47,469 | $ 11,700 | ||||||
Mortgage Note Payable | |||||||||
Long-term debt | |||||||||
Face Value of Debt | $ 17,800 | ||||||||
Interest rate (as a percent) | 4.06% | ||||||||
Outstanding amount | $ 17,800 | ||||||||
Fixed-Rate Mortgage Note | |||||||||
Long-term debt | |||||||||
Face Value of Debt | $ 17,800 | ||||||||
Interest rate (as a percent) | 4.06% | ||||||||
2026 Term Loan | |||||||||
Long-term debt | |||||||||
Face Value of Debt | 65,000 | $ 50,000 | |||||||
Proceeds from line of credit | $ 15,000 | ||||||||
Outstanding amount | $ 65,000 | 65,000 | |||||||
2026 Term Loan | LIBOR | Minimum | |||||||||
Long-term debt | |||||||||
Margin added to variable rate basis (as a percent) | 1.35% | ||||||||
2026 Term Loan | LIBOR | Maximum | |||||||||
Long-term debt | |||||||||
Margin added to variable rate basis (as a percent) | 1.95% | ||||||||
2027 Term loan | |||||||||
Long-term debt | |||||||||
Face Value of Debt | $ 100,000 | $ 100,000 | |||||||
Interest rate (as a percent) | 0.73% | ||||||||
Derivative Liability | $ 100,000 | ||||||||
Outstanding amount | $ 100,000 | $ 100,000 | |||||||
2027 Term loan | LIBOR | Minimum | |||||||||
Long-term debt | |||||||||
Margin added to variable rate basis (as a percent) | 1.35% | ||||||||
2027 Term loan | LIBOR | Maximum | |||||||||
Long-term debt | |||||||||
Margin added to variable rate basis (as a percent) | 1.95% |
LONG-TERM DEBT - Credit Facilit
LONG-TERM DEBT - Credit Facility (Details) - USD ($) $ in Thousands | 6 Months Ended | ||||
Jun. 30, 2022 | Nov. 05, 2021 | Mar. 10, 2021 | Mar. 09, 2021 | Sep. 07, 2017 | |
Long-term debt | |||||
Outstanding Principal | $ 344,834 | ||||
Credit Facility | |||||
Long-term debt | |||||
Extension term | 1 year | ||||
Maximum borrowing capacity | $ 200,000 | ||||
Maximum borrowing capacity, after possible increase | $ 300,000 | ||||
Unused portion of the borrowing capacity fee percentage condition | 50% | ||||
Available borrowing capacity | $ 99,000 | ||||
Amount outstanding | 111,000 | ||||
Borrowing capacity | 210,000 | ||||
Outstanding Principal | $ 111,000 | ||||
Credit Facility | Minimum | |||||
Long-term debt | |||||
Commitment fee percentage on unused portion of the borrowing capacity | 0.15% | ||||
Credit Facility | Maximum | |||||
Long-term debt | |||||
Commitment fee percentage on unused portion of the borrowing capacity | 0.25% | ||||
Credit Facility | LIBOR | Minimum | |||||
Long-term debt | |||||
Margin added to variable rate basis (as a percent) | 1.35% | ||||
Credit Facility | LIBOR | Maximum | |||||
Long-term debt | |||||
Margin added to variable rate basis (as a percent) | 1.95% | ||||
Credit Revolver Amendment 2021 | |||||
Long-term debt | |||||
Maximum borrowing capacity | $ 210,000 | $ 200,000 | |||
Aggregate borrowing capacity, additional commitments | 300,000 | ||||
2026 Term Loan | |||||
Long-term debt | |||||
Outstanding Principal | $ 65,000 | 50,000 | |||
Aggregate borrowing capacity, additional commitments | $ 65,000 | $ 150,000 | |||
2026 Term Loan | LIBOR | Minimum | |||||
Long-term debt | |||||
Margin added to variable rate basis (as a percent) | 1.35% | ||||
2026 Term Loan | LIBOR | Maximum | |||||
Long-term debt | |||||
Margin added to variable rate basis (as a percent) | 1.95% | ||||
2027 Term loan | |||||
Long-term debt | |||||
Maximum borrowing capacity | $ 400,000 | ||||
Outstanding Principal | $ 100,000 | $ 100,000 | |||
2027 Term loan | LIBOR | Minimum | |||||
Long-term debt | |||||
Margin added to variable rate basis (as a percent) | 1.35% | ||||
2027 Term loan | LIBOR | Maximum | |||||
Long-term debt | |||||
Margin added to variable rate basis (as a percent) | 1.95% |
LONG-TERM DEBT - Mortgage Notes
LONG-TERM DEBT - Mortgage Notes Payable (Details) - USD ($) $ in Thousands | 6 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 03, 2022 | Nov. 05, 2021 | Aug. 31, 2021 | Mar. 10, 2021 | |
Debt Instrument [Line Items] | ||||||
Borrowings repaid | $ 11,000 | $ 86,963 | ||||
Outstanding Principal | $ 344,834 | |||||
Interest rate (as a percent) | 0.73% | 0.77% | 0.22% | |||
Fixed-Rate Mortgage Note | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding Principal | $ 17,800 | |||||
Interest rate (as a percent) | 4.06% |
LONG-TERM DEBT - Convertible No
LONG-TERM DEBT - Convertible Notes (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Apr. 27, 2022 | Apr. 15, 2020 USD ($) $ / shares | Mar. 15, 2020 USD ($) $ / shares | Feb. 04, 2020 USD ($) | Jan. 29, 2020 $ / shares | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Nov. 05, 2021 | Aug. 31, 2021 USD ($) | Mar. 10, 2021 | |
Long-term debt | ||||||||||||||
Outstanding Principal | $ 344,834,000 | $ 344,834,000 | ||||||||||||
Interest rate (as a percent) | 0.73% | 0.77% | 0.22% | |||||||||||
Stock split ratio | 3 | |||||||||||||
Unamortized debt discount of notes | 444,000 | 444,000 | ||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (641,000) | $ (641,000) | ||||||||||||
Outstanding amount | 343,196,000 | 343,196,000 | $ 278,273,000 | $ 15,000,000 | ||||||||||
4.50% Convertible Senior Notes due 2020 | ||||||||||||||
Long-term debt | ||||||||||||||
Outstanding Principal | $ 75,000,000 | |||||||||||||
Interest rate (as a percent) | 4.50% | |||||||||||||
Debt instrument conversion ratio | 14.5136 | |||||||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 68.90 | |||||||||||||
Threshold principal amount for adjusted conversion price | $ 1,000 | |||||||||||||
Proceeds from private placement | $ 5,900,000 | |||||||||||||
Outstanding amount | 75,000,000 | |||||||||||||
3.875% Convertible Senior Notes due 2025 | ||||||||||||||
Long-term debt | ||||||||||||||
Outstanding Principal | 17,600,000 | $ 51,034,000 | $ 51,034,000 | |||||||||||
Debt conversion amount | 57,400,000 | |||||||||||||
Interest rate (as a percent) | 3.875% | 3.875% | 3.875% | |||||||||||
Proceeds from private placement | 11,700,000 | |||||||||||||
Repurchase of notes | 5,900,000 | |||||||||||||
Outstanding amount | $ 11,700,000 | $ 50,590,000 | $ 50,590,000 | $ 47,469,000 | ||||||||||
2025 Notes maturing on April 15, 2025 | ||||||||||||||
Long-term debt | ||||||||||||||
Debt instrument conversion ratio | 12.7910 | 20.0390 | ||||||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 78.18 | $ 49.90 | $ 49.90 | |||||||||||
Threshold principal amount for adjusted conversion price | $ 1,000 | $ 1,000 | ||||||||||||
Dividends Declared and Paid - Common Stock (in dollars per share) | $ / shares | $ 0.13 | |||||||||||||
Premium initial conversion price | 20% | |||||||||||||
Closing share price (in dollars per share) | $ / shares | $ 65.15 | |||||||||||||
Sinking fund provided | 0 | $ 0 | ||||||||||||
Unamortized debt discount of notes | 1,600,000 | $ 2,600,000 | ||||||||||||
Gain (Loss) on Extinguishment of Debt | (2,900,000) | 1,100,000 | ||||||||||||
Repurchase of notes | $ 11,400,000 | $ 12,500,000 | ||||||||||||
Outstanding amount | 51,000,000 | 51,000,000 | ||||||||||||
Convertible Debt | 2025 Notes maturing on April 15, 2025 | ||||||||||||||
Long-term debt | ||||||||||||||
Threshold principal amount for adjusted conversion price | 1,000 | |||||||||||||
Unamortized debt discount of notes | $ 400,000 | $ 400,000 |
LONG-TERM DEBT - Components (De
LONG-TERM DEBT - Components (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 03, 2022 | Dec. 31, 2021 | Nov. 05, 2021 | Aug. 31, 2021 | Mar. 10, 2021 | Feb. 04, 2020 |
Long-term debt | |||||||
Long-term debt | $ 343,196 | $ 278,273 | $ 15,000 | ||||
Financing Costs, net of Accumulated Amortization | (1,194) | (1,196) | |||||
Long-term debt due within one year | |||||||
Interest rate (as a percent) | 0.73% | 0.77% | 0.22% | ||||
Credit Facility | |||||||
Long-term debt | |||||||
Long-term debt | 111,000 | 67,000 | |||||
2026 Term Loan | |||||||
Long-term debt | |||||||
Long-term debt | 65,000 | 65,000 | |||||
2027 Term loan | |||||||
Long-term debt | |||||||
Long-term debt | 100,000 | 100,000 | |||||
Long-term debt due within one year | |||||||
Interest rate (as a percent) | 0.73% | ||||||
Fixed-Rate Mortgage Note | |||||||
Long-term debt due within one year | |||||||
Interest rate (as a percent) | 4.06% | ||||||
3.875% Convertible Senior Notes due 2025 | |||||||
Long-term debt | |||||||
Long-term debt | $ 50,590 | $ 47,469 | $ 11,700 | ||||
Long-term debt due within one year | |||||||
Interest rate (as a percent) | 3.875% | 3.875% | |||||
Mortgage Note Payable | |||||||
Long-term debt | |||||||
Long-term debt | $ 17,800 | ||||||
Long-term debt due within one year | |||||||
Interest rate (as a percent) | 4.06% |
LONG-TERM DEBT - Payments Appli
LONG-TERM DEBT - Payments Applicable to Reduction of Principal (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Payments applicable to reduction of principal amounts | |
2023 | $ 111,000 |
2025 | 51,034 |
2026 | 82,800 |
2027 | 100,000 |
Total Long-Term Debt - Face Value | $ 344,834 |
LONG-TERM DEBT - Carrying Value
LONG-TERM DEBT - Carrying Value (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
LONG-TERM DEBT | ||
Current Face Amount | $ 344,834 | |
Unamortized Discount on Convertible Debt | (444) | |
Financing Costs, net of Accumulated Amortization | (1,194) | $ (1,196) |
Total Long-Term Debt | $ 343,196 | $ 278,273 |
LONG-TERM DEBT - Financing Cost
LONG-TERM DEBT - Financing Costs (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
LONG-TERM DEBT | ||
Deferred financing costs, net | $ 1,194 | $ 1,196 |
Financing Costs, Net of Accumulated Amortization | $ 336 | $ 524 |
LONG-TERM DEBT - Interest Expen
LONG-TERM DEBT - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
LONG-TERM DEBT | ||||
Interest expense | $ 2,065 | $ 1,943 | $ 3,733 | $ 3,912 |
Amortization of Deferred Financing Costs | 172 | 159 | 337 | 324 |
Amortization of Discount on Convertible Notes | 40 | 319 | 109 | 629 |
Total Interest Expense | 2,277 | 2,421 | 4,179 | 4,865 |
Total Interest Paid | $ 2,591 | $ 2,627 | $ 3,678 | $ 4,022 |
INTEREST RATE SWAPS (Details)
INTEREST RATE SWAPS (Details) - USD ($) $ in Thousands | 6 Months Ended | |||||
Jun. 30, 2022 | Dec. 31, 2021 | Nov. 05, 2021 | Aug. 31, 2021 | Mar. 10, 2021 | Aug. 31, 2020 | |
Derivative [Line Items] | ||||||
Derivative Asset, Statement of Financial Position | Other Assets - See Note 12 | Other Assets - See Note 12 | ||||
Derivative Liability, Statement of Financial Position | Accrued and Other Liabilities-See Note 18 | Accrued and Other Liabilities-See Note 18 | ||||
Notional amount | $ 100,000 | $ 15,000 | $ 50,000 | |||
Outstanding Principal | $ 344,834 | |||||
Derivative Liability | $ 26 | 100,000 | 50,000 | $ 50,000 | ||
Credit Facility | ||||||
Derivative [Line Items] | ||||||
Outstanding Principal | 111,000 | |||||
2026 Term Loan | ||||||
Derivative [Line Items] | ||||||
Outstanding Principal | 65,000 | $ 50,000 | ||||
2027 Term loan | ||||||
Derivative [Line Items] | ||||||
Outstanding Principal | $ 100,000 | 100,000 | ||||
Derivative Liability | $ 100,000 | |||||
Interest Rate Swap | ||||||
Derivative [Line Items] | ||||||
Effectiveness of interest rate cash flow hedge (as a percent) | 100% | |||||
Designated as a hedge | Interest Rate Swap | 2026 Term Loan | ||||||
Derivative [Line Items] | ||||||
Derivative fixed interest rate (as a percent) | 1.51% | 0.77% | 0.22% | |||
Notional amount | $ 50,000 | $ 15,000 | $ 50,000 | |||
Fair value of interest rate swap agreement to hedge cash flows, assets | 1,067 | $ 1,119 | $ 2,496 | |||
Outstanding Principal | $ 50,000 | |||||
Designated as a hedge | Interest Rate Swap | 2027 Term loan | ||||||
Derivative [Line Items] | ||||||
Derivative fixed interest rate (as a percent) | 1.42% | 0.73% | ||||
Notional amount | $ 100,000 | $ 100,000 | ||||
Fair value of interest rate swap agreement to hedge cash flows, assets | 3,349 | $ 4,109 | ||||
Outstanding Principal | $ 100,000 |
ACCRUED AND OTHER LIABILITIES -
ACCRUED AND OTHER LIABILITIES - Components (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Nov. 05, 2021 | Mar. 10, 2021 | Aug. 31, 2020 |
Accrued and Other Liabilities | |||||
Accrued Property Taxes | $ 3,637 | $ 813 | |||
Reserve for Tenant Improvements | 4,227 | 5,457 | |||
Tenant Security Deposits | 2,097 | 1,942 | |||
Accrued Construction Costs | 2,835 | 190 | |||
Accrued Interest | 448 | 431 | |||
Environmental Reserve | 67 | 81 | |||
Cash Flow Hedge - Interest Rate Swaps | (26) | $ (100,000) | $ (50,000) | $ (50,000) | |
Operating Leases - Liability | 112 | 198 | |||
Other | 2,282 | 3,983 | |||
Total Accrued and Other Liabilities | $ 15,705 | $ 13,121 | |||
Operating Lease, Liability, Statement of Financial Position | Total Accrued and Other Liabilities | Total Accrued and Other Liabilities |
ACCRUED AND OTHER LIABILITIES_2
ACCRUED AND OTHER LIABILITIES - Reserve for Tenant Improvements and Environmental Reserves (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | 102 Months Ended | ||
Dec. 31, 2017 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2015 USD ($) | Dec. 31, 2014 USD ($) a | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Environmental reserves | ||||||
Tenant improvement allowances and leasing commissions | $ 6,700 | $ 6,700 | ||||
Environmental Reserve | $ 67 | $ 67 | $ 81 | |||
Environmental Loss Contingency, Statement of Financial Position | Accrued and Other Liabilities-See Note 18 | Accrued and Other Liabilities-See Note 18 | Accrued and Other Liabilities-See Note 18 | |||
Environmental Reserve for Monitoring Environmental Remediation Work Previously Performed | ||||||
Environmental reserves | ||||||
Additional environmental reserve accrued | $ 500 | $ 100 | $ 700 | |||
Environmental costs funded | 600 | |||||
Environmental Reserve for Monitoring Environmental Remediation Work Previously Performed | Minimum | ||||||
Environmental reserves | ||||||
Estimated cost | 500 | |||||
Environmental Reserve for Monitoring Environmental Remediation Work Previously Performed | Maximum | ||||||
Environmental reserves | ||||||
Additional environmental reserve accrued | $ 100 | |||||
Area of land (in acres) | a | 1 | |||||
Estimated cost | $ 1,000 | |||||
Environmental Reserve | $ 100 | 100 | ||||
Income Property, Multi-tenant, Shops at Legacy, Plano, Texas | ||||||
Environmental reserves | ||||||
Payment of tenant improvement allowances and leasing commissions | 2,500 | |||||
Remaining reserve for tenant improvements | $ 4,200 | $ 4,200 |
DEFERRED REVENUE (Details)
DEFERRED REVENUE (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
DEFERRED REVENUE | ||
Prepaid Rent | $ 2,819 | $ 3,921 |
Interest Reserve from Commercial Loans and Investments | 1,676 | |
Tenant Contributions | 548 | 574 |
Other Deferred Revenue | 315 | 10 |
Total Deferred Revenue | $ 5,358 | $ 4,505 |
STOCK-BASED COMPENSATION - All
STOCK-BASED COMPENSATION - All Equity and Liability Classified Award Activity (Details) | 6 Months Ended |
Jun. 30, 2022 shares | |
Shares | |
Outstanding (in shares) | 151,162 |
Granted (in shares) | 46,502 |
Vested / Exercised (in shares) | (70,121) |
Forfeited (in shares) | (1,918) |
Outstanding (in shares) | 125,625 |
January 28, 2017 | Performance Shares | |
Shares | |
Nonvested (in shares) | 78,118 |
Granted (in shares) | 23,056 |
Vested / Exercised (in shares) | (24,425) |
Nonvested (in shares) | 76,749 |
Three-Year Vesting | Restricted Shares [Member] | |
Shares | |
Nonvested (in shares) | 51,503 |
Granted (in shares) | 23,446 |
Vested / Exercised (in shares) | (24,155) |
Forfeited (in shares) | (1,918) |
Nonvested (in shares) | 48,876 |
Original 2010 Plan | Stock Option [Member] | |
Shares | |
Outstanding (in shares) | 21,541 |
Vested / Exercised Shares | (21,541) |
Outstanding (in shares) | 0 |
STOCK-BASED COMPENSATION - Reco
STOCK-BASED COMPENSATION - Recognized in Financial Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
STOCK-BASED COMPENSATION | ||||
Total Cost of Share-Based Plans Charged Against Income Before Tax Effect | $ 705 | $ 742 | $ 1,611 | $ 1,700 |
STOCK-BASED COMPENSATION - Perf
STOCK-BASED COMPENSATION - Performance Share Awards - Peer Group Market Condition Vesting (Details) - Performance Shares - January 28, 2017 $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Stock-based compensation | |
Performance period | 3 years |
Shares | |
Nonvested (in shares) | shares | 78,118 |
Granted (in shares) | shares | 23,056 |
Vested (in shares) | shares | (24,425) |
Nonvested (in shares) | shares | 76,749 |
Weighted Average Fair Value | |
Nonvested (in dollars per share) | $ / shares | $ 47.01 |
Granted (in dollars per share) | $ / shares | 62.27 |
Vested (in dollars per share) | $ / shares | (50.27) |
Nonvested (in dollars per share) | $ / shares | $ 50.56 |
Compensation cost | |
Unrecognized compensation cost | $ | $ 2.1 |
Weighted average period of recognition of unrecognized compensation cost | 2 years |
Minimum | |
Stock-based compensation | |
Vesting percentage | 0% |
Maximum | |
Stock-based compensation | |
Vesting percentage | 150% |
STOCK-BASED COMPENSATION - Thre
STOCK-BASED COMPENSATION - Three Year Vest Restricted Shares (Details) - Three-Year Vesting - Restricted Shares [Member] $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Stock-based compensation | |
Vesting per year (as a percent) | 33.33% |
Granted (in shares) | 23,446 |
Shares | |
Nonvested (in shares) | 51,503 |
Granted (in shares) | 23,446 |
Vested (in shares) | (24,155) |
Forfeited (in shares) | (1,918) |
Nonvested (in shares) | 48,876 |
Weighted Average Fair Value | |
Nonvested (in dollars per share) | $ / shares | $ 44.88 |
Granted (in dollars per share) | $ / shares | 59.40 |
Vested (in dollars per share) | $ / shares | 44.89 |
Forfeited (in dollars per share) | $ / shares | 53.95 |
Nonvested (in dollars per share) | $ / shares | $ 51.49 |
Compensation cost | |
Unrecognized compensation cost | $ | $ 2 |
Weighted average period of recognition of unrecognized compensation cost | 2 years 1 month 6 days |
STOCK-BASED COMPENSATION - Non-
STOCK-BASED COMPENSATION - Non-Qualified Stock Option Awards Granted (Details) - Non-Qualified Stock Option Awards | 6 Months Ended |
Jun. 30, 2022 | |
Minimum | |
Stock-based compensation | |
Vesting period | 1 year |
Maximum | |
Stock-based compensation | |
Vesting period | 3 years |
STOCK-BASED COMPENSATION - No_2
STOCK-BASED COMPENSATION - Non-Qualified Stock Option Award Activity (Details) - Original 2010 Plan - Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Shares | ||
Outstanding (in shares) | 21,541 | |
Exercised (in shares) | (21,541) | |
Outstanding (in shares) | 0 | 21,541 |
Exercisable (in shares) | 21,541 | |
Weighted Average Exercise Price (in dollars per share) | ||
Outstanding (in dollars per share) | $ 43.37 | |
Exercised (in dollars per share) | $ 43.37 | |
Outstanding (in dollars per share) | $ 43.37 | |
Exercisable (in dollars per share) | $ 43.37 | |
Weighted Average Remaining Contractual Term | ||
Exercisable | 3 years 2 months 15 days | |
Stock-based compensation | ||
Aggregate Intrinsic Value, Exercisable (in dollars) | $ 388,837 | |
Total intrinsic value of options exercised | $ 400 |
STOCK-BASED COMPENSATION - No_3
STOCK-BASED COMPENSATION - Non-Employee Director Stock Compensation (Details) - Share-based Payment Arrangement, Nonemployee - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Stock-based compensation | |||
Annual award | $ 35 | $ 35 | |
Number of shares awarded calculated based on the number of days of average price of the Company's common stock | 20 days | ||
Number of business days based on which number of days of average price of the Company's common stock, the number of shares awarded are calculated | 2 days | ||
Expense recognized | $ 400 | $ 400 | |
Expense recognized (in shares) | 6,001 | 7,624 | |
Annual award received | $ 200 | $ 200 |
INCOME TAXES (Details)
INCOME TAXES (Details) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 subsidiary | Dec. 31, 2020 USD ($) | |
INCOME TAXES | ||
REIT Eligibility, Distributable , Minimum Percentage of Taxable Income, Excluding Net Capital Gains | 90% | |
Number of taxable REIT subsidiaries | subsidiary | 2 | |
Deferred tax benefit | $ | $ 82.5 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Contractual Commitments (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
COMMITMENTS AND CONTINGENCIES | |
Total Commitment | $ 23,792 |
Less Amount Funded | (6,042) |
Remaining Commitment | $ 17,750 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Construction Loans (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 USD ($) loan | Dec. 31, 2021 USD ($) | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Unfunded construction loans | $ 81,049 | $ 38,099 |
Construction Loans [Member] | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Number of construction loans committed to fund | loan | 3 | |
Unfunded construction loans | $ 12,100 |
BUSINESS SEGMENT DATA - Descrip
BUSINESS SEGMENT DATA - Description (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 loan property segment | Jun. 30, 2021 | Dec. 31, 2021 | |
BUSINESS SEGMENT DATA | |||
Number of operating segment | segment | 4 | ||
Number of commercial loan investment | 5 | ||
Commercial Real Estate Portfolio Segment [Member] | |||
BUSINESS SEGMENT DATA | |||
Number of commercial loan investment | 5 | ||
Number of commercial properties | property | 1 | ||
Number of preferred equity investments | 1 | ||
Product concentration | Identifiable Assets [Member] | Income Properties | |||
BUSINESS SEGMENT DATA | |||
Percentage of total | 81.90% | 86% | |
Product concentration | Base Rent Revenues | Income Properties | |||
BUSINESS SEGMENT DATA | |||
Percentage of total | 86% | 79.40% |
BUSINESS SEGMENT DATA - Summary
BUSINESS SEGMENT DATA - Summary of Operations in Different Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
BUSINESS SEGMENT DATA | |||||
Total Revenues | $ 19,463 | $ 14,283 | $ 36,673 | $ 28,995 | |
Total Operating Income (Loss) | 5,020 | (9,169) | 8,506 | (4,710) | |
Impairment Charges | 0 | (16,527) | 0 | (16,527) | |
Gain (Loss) on Disposition of Assets | 4,732 | (245) | 5,440 | ||
Loss on Extinguishment of Debt | 641 | 641 | |||
Depreciation and Amortization | 6,727 | 5,031 | 13,096 | 9,861 | |
Capital Expenditures | 53,830 | 74,770 | 94,345 | 114,117 | |
Identifiable Assets | 802,355 | 802,355 | $ 733,139 | ||
Operating Segments | |||||
BUSINESS SEGMENT DATA | |||||
Impairment Charges | (16,527) | (16,527) | |||
Gain (Loss) on Disposition of Assets | 4,732 | (245) | 5,440 | ||
Loss on Extinguishment of Debt | (641) | (641) | |||
General and Corporate Expense | |||||
BUSINESS SEGMENT DATA | |||||
Total Operating Income (Loss) | (9,403) | (7,696) | (18,815) | (15,658) | |
Depreciation and Amortization | 8 | 5 | 21 | 10 | |
Capital Expenditures | 19 | 3 | 35 | 10 | |
Identifiable Assets | 48,536 | 48,536 | 35,132 | ||
Income Properties | |||||
BUSINESS SEGMENT DATA | |||||
Total Revenues | 16,367 | 11,574 | 31,535 | 23,023 | |
Capital Expenditures | 6,935 | 74,767 | 47,434 | 114,107 | |
Identifiable Assets | 657,337 | 657,337 | 630,747 | ||
Income Properties | Operating Segments | |||||
BUSINESS SEGMENT DATA | |||||
Total Operating Income (Loss) | 11,555 | 8,787 | 22,707 | 17,319 | |
Depreciation and Amortization | 6,719 | 5,026 | 13,075 | 9,851 | |
Management Fee Income | |||||
BUSINESS SEGMENT DATA | |||||
Total Revenues | 948 | 752 | 1,884 | 1,421 | |
Capital Expenditures | 0 | 0 | 0 | 0 | |
Identifiable Assets | 1,256 | 1,256 | 1,653 | ||
Management Fee Income | Operating Segments | |||||
BUSINESS SEGMENT DATA | |||||
Total Operating Income (Loss) | 948 | 752 | 1,884 | 1,421 | |
Interest Income From Commercial Loans and Investments | |||||
BUSINESS SEGMENT DATA | |||||
Total Revenues | 1,290 | 709 | 2,008 | 1,410 | |
Capital Expenditures | 46,876 | 46,876 | |||
Identifiable Assets | 68,983 | 68,983 | 39,095 | ||
Interest Income From Commercial Loans and Investments | Operating Segments | |||||
BUSINESS SEGMENT DATA | |||||
Total Operating Income (Loss) | 1,290 | 709 | 2,008 | 1,410 | |
Real Estate Operations | |||||
BUSINESS SEGMENT DATA | |||||
Total Revenues | 858 | 1,248 | 1,246 | 3,141 | |
Identifiable Assets | 26,243 | 26,243 | $ 26,512 | ||
Real Estate Operations | Operating Segments | |||||
BUSINESS SEGMENT DATA | |||||
Total Operating Income (Loss) | $ 630 | $ 715 | $ 967 | $ 2,526 |
ASSETS HELD FOR SALE (Details)
ASSETS HELD FOR SALE (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Assets held for sale | ||
Property, Plant, and Equipment-Net | $ 6,016 | |
Intangible Lease Assets - Net | 704 | |
Total Assets Held for Sale | $ 0 | $ 6,720 |
SUBSEQUENT EVENTS - Stock Split
SUBSEQUENT EVENTS - Stock Split (Details) | Apr. 27, 2022 | Jul. 01, 2022 $ / shares shares | Jun. 30, 2022 shares | Jun. 27, 2022 USD ($) | Dec. 31, 2021 shares |
Subsequent Events | |||||
Stock split ratio | 3 | ||||
Number of additional shares received | $ | 2 | ||||
Common Stock, shares issued | 6,082,626 | 5,916,226 | |||
Common Stock, shares outstanding | 6,082,626 | 5,916,226 | |||
Subsequent Event | |||||
Subsequent Events | |||||
Common Stock, shares issued | 18,247,878 | ||||
Common Stock, shares outstanding | 18,247,878 | ||||
Subsequent Event | 2025 Notes | |||||
Subsequent Events | |||||
Conversion price per share (in dollars per share) | $ / shares | $ 60.1171 | ||||
Debt conversion, adjusted conversion price (in dollars per share) | $ / shares | $ 16.63 |
SUBSEQUENT EVENTS - Property Ac
SUBSEQUENT EVENTS - Property Acquisition (Details) - Subsequent Event - Madison Yards $ in Millions | Jul. 08, 2022 USD ($) ft² |
Subsequent Events | |
Area of property acquired | ft² | 162,500 |
Purchase price | $ 80.2 |
Payments to acquire property funded using restricted cash | $ 17.5 |