Document and Entity Information
Document and Entity Information - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 20, 2023 | |
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 | Mar. 31, 2023 | |
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 | 369 N. New York Avenue, | |
Entity Address, Address Line Two | Suite 201 | |
Entity Address, City or Town | Winter Park | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32789 | |
City Area Code | 407 | |
Local Phone Number | 904-3324 | |
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 | 22,701,429 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Stock [Member] | ||
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 | Mar. 31, 2023 | Dec. 31, 2022 |
Real Estate: | ||
Land, at Cost | $ 233,619 | $ 233,930 |
Building and Improvements, at Cost | 538,449 | 530,029 |
Other Furnishings and Equipment, at Cost | 748 | 748 |
Construction in Process, at Cost | 4,630 | 6,052 |
Total Real Estate, at Cost | 777,446 | 770,759 |
Less, Accumulated Depreciation | (41,913) | (36,038) |
Real Estate-Net | 735,533 | 734,721 |
Land and Development Costs | 683 | 685 |
Intangible Lease Assets-Net | 110,323 | 115,984 |
Assets Held for Sale-See Note 23 | 1,115 | 0 |
Investment in Alpine Income Property Trust, Inc. | 39,259 | 42,041 |
Mitigation Credits | 2,526 | 1,856 |
Mitigation Credit Rights | 725 | |
Commercial Loans and Investments | 47,118 | 31,908 |
Cash and Cash Equivalents | 7,023 | 19,333 |
Restricted Cash | 1,589 | 1,861 |
Refundable Income Taxes | 448 | 448 |
Deferred Income Taxes-Net | 2,503 | 2,530 |
Other Assets-See Note 11 | 33,134 | 34,453 |
Total Assets | 981,254 | 986,545 |
Liabilities: | ||
Accounts Payable | 2,771 | 2,544 |
Accrued and Other Liabilities-See Note 17 | 18,814 | 18,028 |
Deferred Revenue-See Note 18 | 6,564 | 5,735 |
Intangible Lease Liabilities-Net | 9,346 | 9,885 |
Long-Term Debt | 465,130 | 445,583 |
Total Liabilities | 502,625 | 481,775 |
Commitments and Contingencies-See Note 21 | ||
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 March 31, 2023 and December 31, 2022 | 30 | 30 |
Common Stock - 500,000,000 shares authorized; $0.01 par value, 22,709,119 shares issued and outstanding at March 31, 2023 and 22,854,775 shares issued and outstanding at December 31, 2022 | 227 | 229 |
Additional Paid-In Capital | 167,436 | 172,471 |
Retained Earnings | 300,066 | 316,279 |
Accumulated Other Comprehensive Income | 10,870 | 15,761 |
Total Stockholders' Equity | 478,629 | 504,770 |
Total Liabilities and Stockholders' Equity | $ 981,254 | $ 986,545 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 | 22,709,119 | 22,854,775 |
Common Stock, shares outstanding | 22,709,119 | 22,854,775 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues | ||
Total Revenues | $ 24,717 | $ 17,210 |
Direct Cost of Revenues | ||
Total Direct Cost of Revenues | (7,238) | (4,067) |
General and Administrative Expenses | (3,727) | (3,043) |
Provision for Impairment | (479) | |
Depreciation and Amortization | (10,316) | (6,369) |
Total Operating Expenses | (21,760) | (13,479) |
Loss on Disposition of Assets | (245) | |
Other Loss | (245) | |
Total Operating Income | 2,957 | 3,486 |
Investment and Other Loss | (4,291) | (1,894) |
Interest Expense | (4,632) | (1,902) |
Loss Before Income Tax Benefit | (5,966) | (310) |
Income Tax (Expense) Benefit | (27) | 512 |
Net Income (Loss) Attributable to the Company | (5,993) | 202 |
Distributions to Preferred Stockholders | (1,195) | (1,195) |
Net Loss Attributable to Common Stockholders | $ (7,188) | $ (993) |
Per Share Information-See Note 13: | ||
Basic Net Loss Attributable to Common Stockholders (in dollars per share) | $ (0.32) | $ (0.06) |
Diluted Net Loss Attributable to Common Stockholders (in dollars per share) | $ (0.32) | $ (0.06) |
Weighted Average Number of Common Shares - Basic (in shares) | 22,704,829 | 17,726,677 |
Weighted Average Number of Common Shares - Diluted (in shares) | 22,704,829 | 17,726,677 |
Income Properties | ||
Revenues | ||
Total Revenues | $ 22,432 | $ 15,168 |
Direct Cost of Revenues | ||
Total Direct Cost of Revenues | (7,153) | (4,016) |
Provision for Impairment | 0 | 0 |
Management Fee Income | ||
Revenues | ||
Total Revenues | 1,098 | 936 |
Interest Income From Commercial Loans and Investments | ||
Revenues | ||
Total Revenues | 795 | 718 |
Direct Cost of Revenues | ||
Provision for Impairment | (500) | 0 |
Real Estate Operations | ||
Revenues | ||
Total Revenues | 392 | 388 |
Direct Cost of Revenues | ||
Total Direct Cost of Revenues | $ (85) | $ (51) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Net Income (Loss) Attributable to the Company | $ (5,993) | $ 202 |
Other Comprehensive Income (Loss): | ||
Cash Flow Hedging Derivative - Interest Rate Swaps | (4,891) | 8,012 |
Total Other Comprehensive Income (Loss) | (4,891) | 8,012 |
Total Comprehensive Income (Loss) | $ (10,884) | $ 8,214 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Stock | Common Stock | Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-In Capital | Retained Earnings Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Cumulative Effect, Period of Adoption, Adjustment | Total |
Balance at Dec. 31, 2021 | $ 30 | $ 60 | $ 85,414 | $ 343,459 | $ 1,517 | $ 430,480 | |||
Increase (decrease) in shareholders' equity | |||||||||
Net Loss Attributable to the Company | 202 | 202 | |||||||
Vested Restricted Stock and Performance Shares | (845) | (845) | |||||||
Exercise of Stock Options and Stock Issuance to Directors | 149 | 149 | |||||||
Stock Issuance, Net of Equity Issuance Costs | 2,789 | 2,789 | |||||||
Stock-Based Compensation Expense | 619 | 619 | |||||||
Preferred Stock Dividends Declared for the Period | (1,195) | (1,195) | |||||||
Common Stock Dividends Declared for the Period | (6,660) | (6,660) | |||||||
Other Comprehensive Loss | 8,012 | 8,012 | |||||||
Balance at Mar. 31, 2022 | 30 | 60 | $ (7,034) | 81,092 | $ 4,022 | 339,828 | 9,529 | $ (3,012) | 430,539 |
Balance at Dec. 31, 2021 | 30 | 60 | 85,414 | 343,459 | 1,517 | 430,480 | |||
Balance at Dec. 31, 2022 | 30 | 229 | 172,471 | 316,279 | 15,761 | 504,770 | |||
Increase (decrease) in shareholders' equity | |||||||||
Net Loss Attributable to the Company | (5,993) | (5,993) | |||||||
Stock Repurchase | (3) | (5,006) | (5,009) | ||||||
Vested Restricted Stock and Performance Shares | 1 | (1,029) | (1,028) | ||||||
Exercise of Stock Options and Stock Issuance to Directors | 241 | 241 | |||||||
Stock Issuance, Net of Equity Issuance Costs | (71) | (71) | |||||||
Stock-Based Compensation Expense | 830 | 830 | |||||||
Preferred Stock Dividends Declared for the Period | (1,195) | (1,195) | |||||||
Common Stock Dividends Declared for the Period | (9,025) | (9,025) | |||||||
Other Comprehensive Loss | (4,891) | (4,891) | |||||||
Balance at Mar. 31, 2023 | $ 30 | $ 227 | $ 167,436 | $ 300,066 | $ 10,870 | $ 478,629 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flow from Operating Activities: | ||
Net Income (Loss) Attributable to the Company | $ (5,993) | $ 202 |
Adjustments to Reconcile Net Income (Loss) Attributable to the Company to Net Cash Provided by Operating Activities: | ||
Depreciation and Amortization | 10,316 | 6,369 |
Amortization of Intangible Liabilities to Income Property Revenue | 679 | 481 |
Amortization of Deferred Financing Costs to Interest Expense | 241 | 165 |
Amortization of Discount on Convertible Debt | 39 | 69 |
Loss on Disposition of Real Estate and Intangible Lease Assets and Liabilities | 66 | |
Loss on Disposition of Commercial Loans and Investments | 179 | |
Provision for Impairment | 479 | |
Accretion of Commercial Loans and Investments Origination Fees | (28) | (8) |
Non-Cash Imputed Interest | (93) | |
Deferred Income Taxes | 27 | (558) |
Unrealized Loss on Investment Securities | 4,918 | 2,457 |
Non-Cash Compensation | 1,072 | 906 |
Decrease (Increase) in Assets: | ||
Refundable Income Taxes | 29 | |
Land and Development Costs | 2 | (2) |
Mitigation Credits and Mitigation Credit Rights | 55 | |
Other Assets | (1,748) | (345) |
(Decrease) Increase in Liabilities: | ||
Accounts Payable | 226 | 876 |
Accrued and Other Liabilities | (1,787) | 548 |
Deferred Revenue | 829 | 87 |
Net Cash Provided By Operating Activities | 9,327 | 11,428 |
Cash Flow from Investing Activities: | ||
Acquisition of Real Estate and Intangible Lease Assets and Liabilities | (7,798) | (23,864) |
Acquisition of Commercial Loans and Investments | (16,061) | |
Proceeds from Disposition of Property, Plant, and Equipment, Net, and Assets Held for Sale | 6,754 | |
Principal Payments Received on Commercial Loans and Investments | 400 | 17,182 |
Acquisition of Investment Securities | (2,100) | (88) |
Net Cash Used In Investing Activities | (25,559) | (16) |
Cash Flow From Financing Activities: | ||
Proceeds from Long-Term Debt | 39,000 | 4,000 |
Payments on Long-Term Debt | (19,600) | (5,000) |
Cash Paid for Loan Fees | (30) | (148) |
Cash Received (Paid for) Exercise of Stock Options and Common Stock Issuance | 241 | (110) |
Cash Used to Purchase Common Stock | (5,009) | |
Cash Paid for Vesting of Restricted Stock | (1,028) | (845) |
Proceeds from (Cash Paid for) Issuance of Common Stock, Net | (71) | 2,789 |
Dividends Paid - Preferred Stock | (1,195) | (1,195) |
Dividends Paid - Common Stock | (8,658) | (6,417) |
Net Cash Provided By (Used In) Financing Activities | 3,650 | (6,926) |
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash | (12,582) | 4,486 |
Cash, Cash Equivalents and Restricted Cash, Beginning of Period | 21,194 | 31,349 |
Cash, Cash Equivalents and Restricted Cash, End of Period | 8,612 | 35,835 |
Reconciliation of Cash to the Consolidated Balance Sheets: | ||
Cash and Cash Equivalents | 7,023 | 9,450 |
Restricted Cash | 1,589 | 26,385 |
Total Cash | $ 8,612 | $ 35,835 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Supplemental Disclosure of Cash Flow Information: | ||
Cash Paid for Interest | $ (4,268) | $ (1,087) |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Unrealized Gain (Loss) on Cash Flow Hedges | (4,891) | 8,012 |
Adjustment to Equity Component of Convertible Debt Upon Adoption of ASU 2020-06 | 3,012 | |
Common Stock Dividends Declared and Unpaid | 367 | 243 |
Assumption of Mortgage Note Payable | 17,800 | |
Interest capitalized | $ 100 | $ 0 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2023 | |
DESCRIPTION OF BUSINESS | |
DESCRIPTION OF BUSINESS | NOTE 1. DESCRIPTION OF BUSINESS Description of Business We are a publicly traded, self-managed equity REIT that focuses on the ownership, management, and repositioning of high-quality retail and mixed-use properties located primarily in what we believe to be faster growing, business-friendly markets exhibiting accommodative business tax policies, outsized relative job and population growth, and where retail demand exceeds supply. We have pursued our investment strategy by investing primarily through fee simple ownership of our properties, commercial loans and preferred equity. We own and manage, sometimes utilizing third-party property management companies, 23 commercial real estate properties in 9 states in the United States. As of March 31, 2023, we owned 8 single-tenant and 15 multi-tenant income-producing properties comprising 3.7 million square feet of gross leasable space. In addition to our income property portfolio, as of March 31, 2023, 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 three commercial loan investments 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 353,000 surface acres in 19 counties in the State of Florida (“Subsurface Interests”); and ● An inventory of mitigation credits produced by the Company’s formerly owned mitigation bank. Our business also includes our investment in PINE. As of March 31, 2023, the fair value of our investment totaled $39.3 million, or 14.8% 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 | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022, 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 months ended March 31, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023. 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 March 31, 2023, the Company has an equity investment in PINE. 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. 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 March 31, 2023 and December 31, 2022 include certain amounts over the Federal Deposit Insurance Corporation limits. Restricted Cash Restricted cash totaled $1.6 million at March 31, 2023, of which $0.2 million is being held in an escrow account to be reinvested through the like-kind exchange structure into other income properties, and $1.4 million is being held in three interest and/or real estate tax reserve accounts related to the Company’s commercial loans and investments. Derivative Financial Instruments and Hedging Activity The Company accounts for its cash flow hedging derivatives in accordance with FASB ASC Topic 815-20, Derivatives and Hedging The Company documented the relationship between the hedging instruments and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge transactions. At the hedges’ inception, the Company assessed whether the derivatives that are used in hedging the transactions are highly effective in offsetting changes in cash flows of the hedged items, and we will continue to do so on a quarterly basis. Changes in fair value of the hedging instruments that are highly effective and designated and qualified as cash-flow hedges are recorded in other comprehensive income and loss, until earnings are affected by the variability in cash flows of the designated hedged items (see Note 16, “Interest Rate Swaps”). Fair Value of Financial Instruments The carrying amounts of the Company’s financial assets and liabilities including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued and other liabilities at March 31, 2023 and December 31, 2022, approximate fair value because of the short maturity of these instruments. The carrying value of the Company’s Credit Facility (hereinafter defined) as of March 31, 2023 and December 31, 2022, approximates current market rates for revolving credit arrangements with similar risks and maturities. The face value of the Company’s fixed rate commercial loans and investments, the 2026 Term Loan (hereinafter defined), the 2027 Term Loan (hereinafter defined), the 2028 Term Loan (hereinafter defined), mortgage note, and convertible debt held as of March 31, 2023 and December 31, 2022 are measured at fair value based on current market rates for financial instruments with similar risks and maturities (see Note 8, “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 Loans and Investments Interest income on commercial loans and 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 $2.7 million and $2.2 million as of March 31, 2023 and December 31, 2022, respectively. Accounts receivable related to real estate operations, which are classified in other assets on the consolidated balance sheets, totaled $0.8 million as of March 31, 2023 and December 31, 2022. The accounts receivable as of March 31, 2023 and December 31, 2022 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 11, “Other Assets.” As of March 31, 2023 and December 31, 2022, $0.2 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 doubtful accounts which is included in income property revenue on the consolidated statements of operations. As of March 31, 2023 and December 31, 2022, the Company’s allowance for doubtful accounts totaled $2.2 million and $1.8 million, respectively. 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 (Topic 805): Clarifying the Definition of a Business, an acquisition does not qualify as a business when there is no substantive process acquired or substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets or the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. Transaction costs related to acquisitions that are asset acquisitions are capitalized as part of the cost basis of the acquired assets, while transaction costs for acquisitions that are deemed to be acquisitions of a business are expensed as incurred. Improvements and replacements are capitalized when they extend the useful life or improve the productive capacity of the asset. Costs of repairs and maintenance are expensed as incurred. 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. The Company incurs costs related to the development and leasing of its properties. Such costs include, but are not limited to, tenant improvements, leasing commissions, rebranding, facility expansion and other capital improvements, and are included in construction in progress during the development period. When a construction project is considered to be substantially complete, the capitalized costs are reclassified to the appropriate real estate asset and depreciation begins. The Company assesses the level of construction activity to determine the amount, if any, of interest expense to be capitalized to the underlying construction projects. 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 20, “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 | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 March 31, 2022 Leasing Revenue Lease Payments $ 18,038 $ 12,285 Variable Lease Payments 4,394 2,883 Total Leasing Revenue $ 22,432 $ 15,168 Minimum future base rental receipts under non-cancelable operating leases, excluding percentage rent and other lease payments that are not fixed and determinable, having remaining terms in excess of one year subsequent to March 31, 2023, are summarized as follows (in thousands): Year Ending December 31, Amounts Remainder of 2023 $ 55,722 2024 68,400 2025 63,643 2026 54,799 2027 44,594 2028 33,921 2029 and Thereafter (Cumulative) 86,475 Total $ 407,554 2023 Acquisitions. 2023 Dispositions. 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. |
COMMERCIAL LOANS AND INVESTMENT
COMMERCIAL LOANS AND INVESTMENTS | 3 Months Ended |
Mar. 31, 2023 | |
COMMERCIAL LOANS AND INVESTMENTS | |
COMMERCIAL LOANS AND INVESTMENTS | NOTE 4. COMMERCIAL LOANS AND INVESTMENTS Our 2023 Activity On March 1, 2023, the Company originated a $15.0 million first mortgage loan secured by the Founders Square property located in Dallas, Texas. The loan is interest-only with a term of three years with a fixed interest rate of 8.75%. The Company received an origination fee of 1.0% or $0.15 million. During the three months ended March 31, 2023, the Company funded $1.2 million to the borrower under the construction loan originated in January 2022 and secured by the property and improvements to be constructed thereon for the second phase of The Exchange at Gwinnett project located in Buford, Georgia. As of March 31, 2023, the remaining commitment to the borrower is $4.3 million. Watters Creek Investment. 2025, has two one-year extension options, bears a fixed interest rate of 8.50% at the time of acquisition with increases during the initial term as well as the option terms, and requires payments of interest only prior to maturity. At closing, an origination fee of $0.15 million was received by the Company. The Watters Creek Investment represents $30.0 million, or approximately 23%, 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 Property”). The remaining funding is comprised of a combination of third-party sponsorship equity and a secured first mortgage. Consolidation The Company’s commercial loans and investments were comprised of the following at March 31, 2023 (in thousands): Description Date of Investment Maturity Date Original Face Amount Current Face Amount Carrying Value Coupon Rate Construction Loan – The Exchange At Gwinnett – Buford, GA January 2022 January 2024 $ 8,700 $ 1,427 $ 1,391 7.25% Preferred Investment – Watters Creek – Allen, TX April 2022 April 2025 30,000 30,000 29,899 8.50% Improvement Loan – Ashford Lane – Atlanta, GA (1) May 2022 Feb 2038 1,500 1,453 1,453 0.00% Mortgage Note – Founders Square – Dallas, TX March 2023 March 2026 15,000 15,000 14,854 8.75% $ 55,200 $ 47,880 $ 47,597 CECL Reserve (479) Total Commercial Loans and Investments $ 47,118 (1) During the three months ended March 31, 2023, the maturity date of this loan was extended to February 2038, and the coupon rate was reduced to 0.0% . The Company’s commercial loans and investments were comprised of the following at December 31, 2022 (in thousands): Description Date of Investment Maturity Date Original Face Amount Current Face Amount Carrying Value Coupon Rate Mortgage Note – 4311 Maple Avenue – Dallas, TX October 2020 April 2023 $ 400 $ 400 $ 395 7.50% Construction Loan – The Exchange At Gwinnett – Buford, GA January 2022 January 2024 8,700 220 173 7.25% Preferred Investment - Watters Creek – Allen, TX April 2022 April 2025 30,000 30,000 29,887 8.50% Improvement Loan - Ashford Lane – Atlanta, GA May 2022 April 2025 1,500 1,453 1,453 12.00% $ 40,600 $ 32,073 $ 31,908 The carrying value of the commercial loans and investments portfolio at March 31, 2023 and December 31, 2022 consisted of the following (in thousands): As of March 31, 2023 December 31, 2022 Current Face Amount $ 47,880 $ 32,073 Unaccreted Origination Fees (283) (161) CECL Reserve (479) (4) Total Commercial Loans and Investments $ 47,118 $ 31,908 |
RELATED PARTY MANAGEMENT SERVIC
RELATED PARTY MANAGEMENT SERVICES BUSINESS | 3 Months Ended |
Mar. 31, 2023 | |
RELATED PARTY MANAGEMENT SERVICES BUSINESS | |
RELATED PARTY MANAGEMENT SERVICES BUSINESS | NOTE 5. RELATED PARTY MANAGEMENT SERVICES BUSINESS The Company’s management fee income is within the scope of FASB ASC Topic 606, Revenue from Contracts with Customers Alpine Income Property Trust. During the three months ended March 31, 2023 and 2022, the Company earned management fee revenue from PINE totaling $1.1 million and $0.9 million, respectively. Dividend income for each of the three months ended March 31, 2023 and 2022 totaled $0.6 million. 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 March 31, 2023 and December 31, 2022 which are included in other assets on the consolidated balance sheets (in thousands): As of Description March 31, 2023 December 31, 2022 Management Services Fee due From PINE $ 1,098 $ 993 Dividend Receivable 337 337 Other 70 (30) Total $ 1,505 $ 1,300 On November 26, 2019, as part of PINE’s IPO, 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 (the “Prior PINE Share Purchase Authorization”). Pursuant to the Prior PINE Share Purchase Authorization, during the year ended December 31, 2022, CTO purchased 155,665 shares of PINE common stock in the open market for $2.7 million, or an average price per share of $17.57. Pursuant to the Prior PINE Share Purchase Authorization, 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. On February 16, 2023, the Board cancelled the Prior PINE Share Purchase Authorization and authorized the purchase by the Company of up to $2.1 million in shares of common stock of PINE, at a weighted average price not to exceed $18.50 per share (the “2023 PINE Share Purchase Authorization”). Pursuant to the 2023 PINE Share Purchase Authorization, during the three months ended March 31, 2023, the Company purchased 129,271 shares of PINE common stock on the open market for a total of $2.1 million, or an average price of $16.21 per share. As of March 31, 2023, CTO owns, in the aggregate, 1,223,854 OP Units and 1,108,814 shares of PINE common stock, representing an investment totaling $39.3 million, or 14.8% of PINE’s outstanding equity. During the year ended December 31, 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 for an aggregate purchase price of $44.5 million, and (ii) one single-tenant income property for a purchase price of $11.5 million. |
REAL ESTATE OPERATIONS
REAL ESTATE OPERATIONS | 3 Months Ended |
Mar. 31, 2023 | |
REAL ESTATE OPERATIONS | |
REAL ESTATE OPERATIONS | NOTE 6. REAL ESTATE OPERATIONS Real Estate Operations Land and development costs at March 31, 2023 and December 31, 2022 were as follows (in thousands): As of March 31, 2023 December 31, 2022 Land and Development Costs $ 358 $ 358 Subsurface Interests 325 327 Total Land and Development Costs $ 683 $ 685 Subsurface Interests. , 2023 and 2022. 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 $0.1 million and $0.2 million during the three months ended March 31, 2023 and 2022, 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 months ended March 31, 2023, 0.73 mitigation credits were sold for $0.1 million resulting in a gain of less than $0.1 million. There were no mitigation credit sales during the three months ended March 31, 2022 |
INVESTMENT SECURITIES
INVESTMENT SECURITIES | 3 Months Ended |
Mar. 31, 2023 | |
INVESTMENT SECURITIES | |
INVESTMENT SECURITIES | NOTE 7. INVESTMENT SECURITIES As of March 31, 2023, the Company owns, in the aggregate and on a fully diluted basis, 2.33 million shares of PINE, or 14.8% of PINE’s total shares outstanding for an investment value of $39.3 million, which total includes 1.2 million OP Units, or 7.8%, which the Company received in exchange for the contribution of certain income properties to the PINE Operating Partnership, in addition to 1,108,814 shares of common stock owned by the Company, or 7.0%. 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. For detailed financial information regarding PINE, please refer to its financial statements, which are publicly available on the website of the Securities and Exchange Commission at http://www.sec.gov under the ticker symbol “PINE.” 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 months ended March 31, 2023 and 2022. The Company’s available-for-sale securities as of March 31, 2023 and December 31, 2022 are summarized below (in thousands): Cost Unrealized Gains in Investment Income Unrealized Losses in Investment Income Estimated Fair Value (Level 1 Inputs) March 31, 2023 Common Stock $ 20,482 $ — $ (1,820) $ 18,662 Operating Units 23,253 — (2,656) 20,597 Total Equity Securities 43,735 — (4,476) 39,259 Total Available-for-Sale Securities $ 43,735 $ — $ (4,476) $ 39,259 December 31, 2022 Common Stock $ 18,382 $ 308 $ — $ 18,690 Operating Units 23,253 98 — 23,351 Total Equity Securities 41,635 406 — 42,041 Total Available-for-Sale Securities $ 41,635 $ 406 $ — $ 42,041 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2023 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 8. 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 March 31, 2023 and December 31, 2022 (in thousands): March 31, 2023 December 31, 2022 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Cash and Cash Equivalents - Level 1 $ 7,023 $ 7,023 $ 19,333 $ 19,333 Restricted Cash - Level 1 $ 1,589 $ 1,589 $ 1,861 $ 1,861 Commercial Loans and Investments - Level 2 $ 47,118 $ 48,545 $ 31,908 $ 32,960 Long-Term Debt - Level 2 $ 465,130 $ 442,382 $ 445,583 $ 426,421 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 March 31, 2023 and December 31, 2022 (in thousands). See Note 16, “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) March 31, 2023 Cash Flow Hedge - 2026 Term Loan Interest Rate Swap $ 3,737 $ — $ 3,737 $ — Cash Flow Hedge - 2026 Term Loan Interest Rate Swap $ 1,231 $ — $ 1,231 $ — Cash Flow Hedge - 2027 Term Loan Interest Rate Swap $ 8,262 $ — $ 8,262 $ — Cash Flow Hedge - 2028 Term Loan Interest Rate Swap $ (1,968) $ — $ (1,968) $ — Cash Flow Hedge - Credit Facility Interest Rate Swap $ (392) $ — $ (392) $ — Investment Securities $ 39,259 $ 39,259 $ — $ — December 31, 2022 Cash Flow Hedge - 2026 Term Loan Interest Rate Swap $ 4,586 $ — $ 4,586 $ — Cash Flow Hedge - 2026 Term Loan Interest Rate Swap $ 1,461 $ — $ 1,461 $ — Cash Flow Hedge - 2027 Term Loan Interest Rate Swap $ 10,111 $ — $ 10,111 $ — Cash Flow Hedge - 2028 Term Loan Interest Rate Swap $ (397) $ — $ (397) $ — Investment Securities $ 42,041 $ 42,041 $ — $ — No assets were measured on a non-recurring basis as of March 31, 2023 or December 31, 2022. |
INTANGIBLE ASSETS AND LIABILITI
INTANGIBLE ASSETS AND LIABILITIES | 3 Months Ended |
Mar. 31, 2023 | |
INTANGIBLE ASSETS AND LIABILITIES | |
INTANGIBLE ASSETS AND LIABILITIES | NOTE 9. INTANGIBLE ASSETS AND LIABILITIES Intangible assets and liabilities consist of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs, based in each case on their fair values. Intangible assets and liabilities consisted of the following as of March 31, 2023 and December 31, 2022 (in thousands): As of March 31, 2023 December 31, 2022 Intangible Lease Assets: Value of In-Place Leases $ 90,413 $ 90,335 Value of Above Market In-Place Leases 31,735 32,008 Value of Intangible Leasing Costs 25,499 25,531 Sub-total Intangible Lease Assets 147,647 147,874 Accumulated Amortization (37,324) (31,890) Sub-total Intangible Lease Assets—Net 110,323 115,984 Intangible Lease Liabilities (Included in Accrued and Other Liabilities): Value of Below Market In-Place Leases (12,316) (12,307) Sub-total Intangible Lease Liabilities (12,316) (12,307) Accumulated Amortization 2,970 2,422 Sub-total Intangible Lease Liabilities—Net (9,346) (9,885) Total Intangible Assets and Liabilities—Net $ 100,977 $ 106,099 The following table reflects the net amortization of intangible assets and liabilities during the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended March 31, 2023 March 31, 2022 Amortization Expense $ 4,391 $ 2,695 Accretion to Income Properties Revenue 679 481 Net Amortization of Intangible Assets and Liabilities $ 5,070 $ 3,176 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 2023 $ 13,134 $ 2,037 $ 15,171 2024 17,512 2,801 20,313 2025 15,252 2,752 18,004 2026 13,471 2,821 16,292 2027 11,214 1,744 12,958 2028 7,331 1,239 8,570 2029 and Thereafter 8,209 1,460 9,669 Total $ 86,123 $ 14,854 $ 100,977 As of March 31, 2023, the weighted average amortization period of total intangible assets and liabilities was 6.1 years and 7.8 years, respectively. |
PROVISION FOR IMPAIRMENT
PROVISION FOR IMPAIRMENT | 3 Months Ended |
Mar. 31, 2023 | |
PROVISION FOR IMPAIRMENT | |
PROVISION FOR IMPAIRMENT | NOTE 10. PROVISION FOR IMPAIRMENT Income Properties. There were no impairment charges on the Company’s income property portfolio during the three months ended March 31, 2023 or 2022. Commercial Loans and Investments During the three months ended March 31, 2023, the Company recorded a $0.5 million impairment charge representing the provision for credit losses related to our commercial loans and investments. There were no such impairment charges during the three months ended March 31, 2022. |
OTHER ASSETS
OTHER ASSETS | 3 Months Ended |
Mar. 31, 2023 | |
OTHER ASSETS | |
OTHER ASSETS | NOTE 11. OTHER ASSETS Other assets consisted of the following as of March 31, 2023 and December 31, 2022 (in thousands): As of March 31, 2023 December 31, 2022 Income Property Tenant Receivables, Net of Allowance for Doubtful Accounts (1) $ 2,660 $ 2,206 Income Property Straight-line Rent Adjustment and COVID-19 Deferral Balance 6,449 6,214 Operating Leases - Right-of-Use Asset 510 63 Golf Rounds Surcharge 182 216 Cash Flow Hedge - Interest Rate Swap 13,230 16,158 Infrastructure Reimbursement Receivables 831 824 Prepaid Expenses, Deposits, and Other 5,819 5,421 Due from Alpine Income Property Trust, Inc. 1,505 1,300 Financing Costs, Net of Accumulated Amortization 1,948 2,051 Total Other Assets $ 33,134 $ 34,453 (1) Allowance for doubtful accounts was $2.2 million and $1.8 million as of March 31, 2023 and December 31, 2022, respectively. Infrastructure Reimbursement Receivables. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
EQUITY | |
EQUITY | NOTE 12. EQUITY 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. Pursuant to FASB ASC Topic 505, 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. On October 11, 2022, the Company filed a new 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 $500.0 million. The Securities and Exchange Commission declared the Form S-3 effective on October 26, 2022. EQUITY OFFERING On December 5, 2022, the Company completed a follow-on public offering of 3,450,000 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 450,000 shares of common stock. Upon closing, the Company issued 3,450,000 shares and received net proceeds of $62.4 million, after deducting the underwriting discount and expenses. ATM PROGRAM On April 30, 2021, the Company implemented a $150.0 million “at-the-market” equity offering program (the “2021 ATM Program”) pursuant to which the Company sold shares of the Company’s common stock. During the year ended December 31, 2022, the Company sold 961,261 shares under the 2021 ATM Program for gross proceeds of $21.1 million at a weighted average price of $21.99 per share, generating net proceeds of $20.8 million after deducting transaction fees totaling less than $0.3 million. The 2021 ATM Program was terminated in connection with the establishment of the 2022 ATM Program, hereinafter defined. On October 28, 2022, the Company implemented a $150.0 million “at-the-market” equity offering program (the “2022 ATM Program”) pursuant to which the Company may sell, from time to time, shares of the Company’s common stock. During the year ended December 31, 2022, the Company sold 604,765 shares under the 2022 ATM Program for gross proceeds of $12.3 million at a weighted average price of $20.29 per share, generating net proceeds of $12.1 million after deducting transaction fees totaling $0.2 million. In the aggregate, under the 2021 ATM Program and 2022 ATM Program, during the year ended December 31, 2022, the Company sold 1,566,026 shares for gross proceeds of $33.4 million at a weighted average price of $21.33 per share, generating net proceeds of $32.9 million after deducting transaction fees totaling $0.5 million. The Company was not active under the 2022 ATM Program during the three months ended March 31, 2023. PREFERRED STOCK On June 28, 2021, the Company priced a public offering of 3,000,000 shares of its 6.375% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) at a public offering price of $25.00 per share. The offering closed on July 6, 2021 and generated total net proceeds to the Company of $72.4 million, after deducting the underwriting discount and expenses. The Series A Preferred Stock ranks senior to the Company’s common stock with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company. The Series A Preferred Stock has no maturity date and will remain outstanding unless redeemed. The Series A Preferred Stock is not redeemable by the Company prior to July 6, 2026 except under limited circumstances intended to preserve the Company’s qualification as a REIT for U.S. federal income tax purposes or upon the occurrence of a change of control, as defined in the Articles Supplementary designating the Series A Preferred Stock (the “Articles Supplementary”). Upon such change in control, the Company may redeem, at its election, the Series A Preferred Stock at a redemption price of $25.00 per share plus any accumulated and unpaid dividends up to, but excluding the date of redemption, and in limited circumstances, the holders of preferred stock shares may convert some or all of their Series A Preferred Stock into shares of the Company’s common stock at conversion rates set forth in the Articles Supplementary. SERIES A PREFERRED STOCK REPURCHASE PROGRAM On February 16, 2023, the Company’s Board of Directors approved a Series A Preferred Stock repurchase program, which is expected to be in effect until the approved dollar amount has been used to repurchase shares (the “Series A Preferred Stock Repurchase Program”). Pursuant to the Series A Preferred Stock Repurchase Program, the Company may repurchase shares of its Series A Preferred Stock for a total purchase price of up to $3.0 million at a purchase price per share equal to or less than $19.00. Shares may be purchased under the Series A Preferred Stock Repurchase Program in open market transactions, including through block purchases, through privately negotiated transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 under the Exchange Act. The Series A Preferred Stock Repurchase Program does not obligate the Company to acquire any particular amount of shares of its Series A Preferred Stock and may be modified or suspended. The Company was not active under the Series A Preferred Stock Repurchase Program during the three months ended March 31, 2023. 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 months ended March 31, 2023 and 2022 (in thousands, except per share data): Three Months Ended March 31, 2023 March 31, 2022 Series A Preferred Stock Dividends $ 1,195 $ 1,195 Per Share $ 0.40 $ 0.40 Common Stock Dividends $ 8,658 $ 6,417 Per Share $ 0.38 $ 0.36 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, during the three months ended March 31, 2022, 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 | 3 Months Ended |
Mar. 31, 2023 | |
COMMON STOCK AND EARNINGS PER SHARE | |
COMMON STOCK AND EARNINGS PER SHARE | NOTE 13. COMMON STOCK AND EARNINGS PER SHARE Basic earnings per common share is computed by dividing net income (loss) 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 March 31, 2023 March 31, 2022 Basic and Diluted Earnings: Net Loss Attributable to Common Stockholders, Used in Basic EPS $ (7,188) $ (993) Add Back: Effect of Dilutive Interest Related to 2025 Notes (1) — — Net Loss Attributable to Common Stockholders, Used in Diluted EPS (7,188) (993) Basic and Diluted Shares: Weighted Average Shares Outstanding, Basic 22,704,829 17,726,677 Common Shares Applicable to Dilutive Effect of 2025 Notes (2) — — Weighted Average Shares Outstanding, Diluted 22,704,829 17,726,677 Per Share Information: Net Loss Attributable to Common Stockholders Basic and Diluted $ (0.32) $ (0.06) (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 of the 2025 Convertible Senior Notes to derive FFO (as defined herein) effective January 1, 2022 due to the implementation of ASU 2020-06 which requires presentation on an if-converted basis. For the three months ended March 31, 2023 and 2022, a total of $0.5 million and $0.6 million of interest was not included, respectively, as the impact of the 2025 Notes, if-converted, would be antidilutive to the net loss attributable to common stockholders of $7.2 million and $1.0 million, respectively. (2) A total o f 3.2 million and 3.0 million shares, representing the dilutive impact of the 2025 Notes, upon adoption of ASU 2020-06 effective January 1, 2022, were not included in the computation of diluted net loss attributable to common stockholders for the three months ended March 31, 2023 and 2022, respectively, because they were antidilutive to the net loss attributable to common stockholders of $7.2 million and $1.0 million, respectively. There were no potentially dilutive securities for the three months ended March 31, 2023 or 2022 related to the Company’s stock options and restricted stock. The effect of 68,447 potentially dilutive restricted stock units were not included for the three months ended March 31, 2023, 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 effect of 3.2 million and 3.0 million potentially dilutive 2025 Notes, if-converted, were not included for the three months ended March 31, 2023 and 2022, as the effect would be anti-dilutive. |
SHARE REPURCHASES
SHARE REPURCHASES | 3 Months Ended |
Mar. 31, 2023 | |
SHARE REPURCHASES | |
SHARE REPURCHASES | NOTE 14. SHARE REPURCHASES In February 2020, the Company’s Board approved a $10.0 million common stock repurchase program (the “ $10.0 Million Common Stock Repurchase Program”). During the year ended December 31, 2020, the Company repurchased 265,695 shares of its common stock on the open market for a total cost of $4.1 million, or an average price per share of $15.43 . During the year ended December 31, 2021, the Company repurchased 121,659 shares of its common stock on the open market for a total cost of $2.2 million, or an average price per share of $18.16 . During the year ended December 31, 2022, the Company repurchased 145,724 shares of its common stock on the open market for a total cost of $2.8 million, or an average price per share of $19.15 . On February 16, 2023, the Company’s Board of Directors approved a common stock repurchase program (the “February $5.0 Million Common Stock Repurchase Program”). Pursuant to the February $5.0 Million Common Stock Repurchase Program, the Company was authorized to repurchase shares of its common stock for a total purchase price of up to $5.0 million at an average per share purchase price equal to or less than $17.00 . During the three months ended March 31, 2023, the Company repurchased 303,354 shares of its common stock on the open market for a total cost of $5.0 million, or an average price per share of $16.48 On April 25, 2023, the Company’s Board of Directors approved a common stock repurchase program, which is expected to be in effect until the approved dollar amount has been used to repurchase shares (the “April $5.0 Million Common Stock Repurchase Program”). Pursuant to the April $5.0 Million Common Stock Repurchase Program, the Company may repurchase shares of its common stock for a total purchase price of up to $5.0 million at an average per share purchase price equal to or less than $15.75 . Shares may be purchased under the April $5.0 Million Common Stock Repurchase Program in open market transactions, including through block purchases, through privately negotiated transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The April $5.0 Million Common Stock Repurchase Program does not obligate the Company to acquire any particular amount of shares of its common stock and may be modified or suspended. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2023 | |
LONG-TERM DEBT | |
LONG-TERM DEBT | NOTE 15. LONG-TERM DEBT As of March 31, 2023, the Company’s outstanding indebtedness, at face value, was as follows (in thousands): Face Value Debt Maturity Date Interest Rate Credit Facility (1) $ 133,150 January 2027 SOFR + 0.10% + 2026 Term Loan (2) 65,000 March 2026 SOFR + 0.10% + 2027 Term Loan (3) 100,000 January 2027 SOFR + 0.10% + 2028 Term Loan (4) 100,000 January 2028 SOFR + 0.10% + 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 $ 466,984 (1) The Company utilized interest rate swaps on $100.0 million of the Credit Facility balance to fix SOFR and achieve a weighted average fixed swap rate of 3.28% plus the 10 bps SOFR adjustment plus the applicable spread. (2) (3) The Company utilized interest rate swaps on the $100.0 million 2027 Term Loan balance to fix SOFR and achieve a fixed swap rate of 0.64% plus the 10 bps SOFR adjustment plus the applicable spread. (4) The Company utilized interest rate swaps on the $100.0 million 2028 Term Loan balance to fix SOFR and achieve a weighted average fixed swap rate of 3.78% plus the 10 bps SOFR adjustment plus the applicable spread. Credit Facility. The Huntington National Bank, PNC Bank, National Association, and Regions Bank, were added as lenders 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 SOFR plus 0.10% plus 125 basis points to SOFR plus 0.10% plus 220 basis points based on the total balance outstanding under the Credit Facility as a percentage of the total asset value of the Company, as defined in the 2017 Amended Credit Facility, as amended by the Eighth 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 Eighth Amendment, the Credit Facility matures on January 31, 2027, 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 a term loan in the aggregate amount of $50.0 million (the “2026 Term Loan”), (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 a term loan in the aggregate amount of $100.0 million (the “2027 Term Loan”) 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. On September 20, 2022, the Company entered into the eighth amendment to the 2017 Amended Credit Facility (the “Eighth Amendment”), which includes among other things: (i) the origination of a term loan, in the amount of $100.0 million (the “2028 Term Loan”), (ii) the increase of the revolving credit commitment from up to $210.0 million to up to $300.0 million, (iii) an accordion option that allows the Company to request additional revolving loan commitments and additional term loan commitments, provided, (a) the aggregate amount of revolving loan commitments shall not exceed $750,000,000 and (b) the aggregate amount of term loan commitments shall not exceed $500,000,000, (iv) an extension of the maturity date to January 31, 2027, (v) a sustainability-linked pricing component pursuant to which the Company will receive interest rate reductions based on its performance against certain sustainability performance targets, (vi) the release of the Pledge Collateral, as defined in the Eighth Amendment, and (vii) the joinder of PNC Bank, National Association (“PNC”) as a Term Loan Lender, as defined in the Credit Agreement, and PNC and Regions Bank as Revolving Lenders, as defined in the Credit Agreement. At March 31, 2023, the current commitment level under the Credit Facility was $300.0 million. The undrawn commitment under the Credit Facility totaled $166.8 million. As of March 31, 2023, the Credit Facility had a $133.2 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 16, 2023, the Company’s Board of Directors approved a 2025 Notes repurchase program, which is expected to be in effect until the approved dollar amount has been used to repurchase 2025 Notes (the “2025 Notes Repurchase Program”). Pursuant to the 2025 Notes Repurchase Program, the Company may repurchase, in one or more transactions, 2025 Notes in the aggregate principal amount of not more than $4.74 million, at a price not to exceed 117% of par value. The 2025 Notes Repurchase Program does not obligate the Company to acquire any particular amount of 2025 Notes and may be modified or suspended. The Company was not active under the 2025 Notes Repurchase Program during the three months ended March 31, 2023. 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 first quarter 2023 dividend, the conversion rate is equal to 63.4237 shares of common stock for each $1,000 principal amount of 2025 Notes, which represents an adjusted conversion price of $15.77 per share of 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 , 2023, the unamortized debt discount of our 2025 Notes was $0.3 million, which represents the cash component of the discount. Long-term debt consisted of the following (in thousands): March 31, 2023 December 31, 2022 Total Due Within One Year Total Due Within One Year Credit Facility $ 133,150 $ — $ 113,750 $ — 2026 Term Loan 65,000 — 65,000 — 2027 Term Loan 100,000 — 100,000 — 2028 Term Loan 100,000 — 100,000 — 3.875% Convertible Senior Notes, net of Discount 50,710 — 50,670 — Mortgage Note Payable 17,800 — 17,800 — Financing Costs, net of Accumulated Amortization (1,530) — (1,637) — Total Long-Term Debt $ 465,130 $ — $ 445,583 $ — Payments applicable to reduction of principal amounts as of March 31, 2023 will be required as follows (in thousands): As of March 31, 2023 Amount Remainder of 2023 $ — 2024 — 2025 51,034 2026 82,800 2027 233,150 2028 100,000 2029 and Thereafter — Total Long-Term Debt - Face Value $ 466,984 The carrying value of long-term debt as of March 31, 2023 consisted of the following (in thousands): Total Current Face Amount $ 466,984 Unamortized Discount on Convertible Debt (324) Financing Costs, net of Accumulated Amortization (1,530) Total Long-Term Debt $ 465,130 In addition to the $1.5 million of financing costs, net of accumulated amortization included in the table above, as of March 31, 2023, the Company also had financing costs, net of accumulated amortization related to the Credit Facility of $1.9 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 months ended March 31, 2023 and 2022 (in thousands): Three Months Ended March 31, 2023 March 31, 2022 Interest Expense $ 4,352 $ 1,668 Amortization of Deferred Financing Costs 241 165 Amortization of Discount on Convertible Notes 39 69 Total Interest Expense $ 4,632 $ 1,902 Total Interest Paid $ 4,268 $ 1,087 The Company was in compliance with all of its debt covenants as of March 31, 2023 and December 31, 2022. |
INTEREST RATE SWAPS
INTEREST RATE SWAPS | 3 Months Ended |
Mar. 31, 2023 | |
INTEREST RATE SWAPS | |
INTEREST RATE SWAPS | NOTE 16. INTEREST RATE SWAPS The Company has entered into interest rate swap agreements to hedge against changes in future cash flows resulting from fluctuating interest rates related to the below noted borrowings. The interest rate agreements were 100% effective during the three months ended March 31, 2023 and 2022. Accordingly, the changes in fair value on the interest rate swaps have been classified in accumulated other comprehensive income. 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 (1) Effective Date Maturity Date Rate Amount Fair Value as of March 31, 2023 2026 Term Loan 3/10/2021 3/29/2024 0.12% + 0.10% + applicable spread $ 50,000 $ 2,206 2026 Term Loan 3/29/2024 3/10/2026 1.44% + 0.10% + applicable spread $ 50,000 $ 1,531 2026 Term Loan 8/31/2021 3/10/2026 0.70% + 0.10% + applicable spread $ 15,000 $ 1,231 2027 Term Loan 11/5/2021 3/29/2024 0.64% + 0.10% + applicable spread $ 100,000 $ 3,908 2027 Term Loan 3/29/2024 1/31/2027 1.35% + 0.10% + applicable spread $ 100,000 $ 4,354 2028 Term Loan 9/30/2022 1/31/2028 3.78% + 0.10% + applicable spread $ 50,000 $ (979) 2028 Term Loan 9/30/2022 1/31/2028 3.78% + 0.10% + applicable spread $ 50,000 $ (989) Credit Facility 1/31/2023 1/31/2030 3.27% + 0.10% + applicable spread $ 50,000 $ (163) Credit Facility 1/31/2023 1/31/2030 3.26% + 0.10% + applicable spread $ 33,000 $ (91) Credit Facility 1/31/2023 1/31/2030 3.36% + 0.10% + applicable spread $ 17,000 $ (138) (1) On September 30, 2022, the Company converted its existing interest rate swaps from 1-month LIBOR to SOFR. |
ACCRUED AND OTHER LIABILITIES
ACCRUED AND OTHER LIABILITIES | 3 Months Ended |
Mar. 31, 2023 | |
ACCRUED AND OTHER LIABILITIES | |
ACCRUED AND OTHER LIABILITIES | NOTE 17. ACCRUED AND OTHER LIABILITIES Accrued and other liabilities consisted of the following (in thousands): As of March 31, 2023 December 31, 2022 Accrued Property Taxes $ 2,264 $ 716 Reserve for Tenant Improvements 5,063 6,186 Tenant Security Deposits 2,620 2,719 Accrued Construction Costs 650 903 Accrued Interest 1,028 872 Environmental Reserve 67 67 Cash Flow Hedge - Interest Rate Swaps 2,360 397 Operating Leases - Liability 497 64 Other 4,265 6,104 Total Accrued and Other Liabilities $ 18,814 $ 18,028 Reserve for Tenant Improvements. |
DEFERRED REVENUE
DEFERRED REVENUE | 3 Months Ended |
Mar. 31, 2023 | |
DEFERRED REVENUE | |
DEFERRED REVENUE | NOTE 18. DEFERRED REVENUE Deferred revenue consisted of the following (in thousands): As of March 31, 2023 December 31, 2022 Prepaid Rent $ 4,704 $ 3,951 Interest Reserve from Commercial Loans and Investments 1,351 1,262 Tenant Contributions 509 522 Total Deferred Revenue $ 6,564 $ 5,735 Interest Reserve from Commercial Loans and Investments |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2023 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | NOTE 19. STOCK-BASED COMPENSATION SUMMARY OF STOCK-BASED COMPENSATION A summary of share activity for all equity classified stock compensation during the three months ended March 31, 2023 is presented below. Type of Award Shares Outstanding at 1/1/2023 Granted Shares Vested / Exercised Shares Expired Shares Forfeited Shares Shares Outstanding at 3/31/2023 Equity Classified - Performance Share Awards - Peer Group Market Condition Vesting 230,247 88,754 (72,141) — — 246,860 Equity Classified - Three Year Vest Restricted Shares 212,079 91,003 (74,229) — (240) 228,613 Total Shares 442,326 179,757 (146,370) — (240) 475,473 Amounts recognized in the financial statements for stock-based compensation are as follows (in thousands): Three Months Ended March 31, 2023 March 31, 2022 Total Cost of Share-Based Plans Charged Against Income $ 1,072 $ 906 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 88,754 performance shares during the three months ended March 31, 2023. 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 March 31, 2023, there was $2.7 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 2.2 years. A summary of the activity for these awards during the three months ended March 31, 2023 is presented below: Performance Shares With Market Conditions Shares Wtd. Avg. Fair Value Per Share Non-Vested at January 1, 2023 230,247 $ 16.85 Granted 88,754 $ 18.10 Vested (72,141) $ 14.17 Expired — — Forfeited — — Non-Vested at March 31, 2023 246,860 $ 18.08 Restricted Shares Restricted shares have been granted to certain employees under the 2010 Plan. Certain of the restricted shares vest on each of the first, second, and third anniversaries of January 28 of the applicable year provided the grantee is an employee of the Company on those dates. Certain other restricted share awards, granted on July 1, 2022, vest entirely on the third anniversary of the grant date, or July 1, 2025, provided the grantee is an employee of the Company on that date. In addition, any unvested portion of the restricted shares will vest upon a change in control. The Company granted a total of 91,003 shares of restricted Company common stock during the three months ended March 31, 2023. The Company’s determination of the fair value of the 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 applicable vesting period. As of March 31, 2023, there was $3.8 million of unrecognized compensation cost, adjusted for estimated forfeitures, related to the non-vested restricted share awards, which will be recognized over a remaining weighted average period of 2.3 years. A summary of the activity for these awards during the three months ended March 31, 2023 is presented below: Non-Vested Restricted Shares Shares Wtd. Avg. Fair Value Per Share Non-Vested at January 1, 2023 212,079 $ 17.97 Granted 91,003 $ 19.24 Vested (74,229) $ 16.00 Expired — — Forfeited (240) $ 18.88 Non-Vested at March 31, 2023 228,613 $ 19.12 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 three months ended March 31, 2023 and 2022 (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 three months ended March 31, 2023 and 2022, the expense recognized for the value of the Company’s common stock received by non-employee directors totaled $0.2 million, or 12,764 shares and $0.3 million, or 14,112 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 three months ended March 31, 2023 and 2022. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2023 | |
INCOME TAXES | |
INCOME TAXES | NOTE 20. INCOME TAXES The Company elected to be taxed as a REIT for U.S. federal income tax purposes, 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 | 3 Months Ended |
Mar. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 21. 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 March 31, 2023, are as follows (in thousands): As of March 31, 2023 Total Commitment (1) $ 30,091 Less Amount Funded (10,821) Remaining Commitment $ 19,270 (1) Commitment includes tenant improvements, leasing commissions, rebranding, facility expansion and other capital improvements. In addition, the Company is committed to one construction loan as described in Note 4, “Commercial Loans and Investments”. The unfunded portion of the construction loan totaled $4.3 million as of March 31, 2023. |
BUSINESS SEGMENT DATA
BUSINESS SEGMENT DATA | 3 Months Ended |
Mar. 31, 2023 | |
BUSINESS SEGMENT DATA | |
BUSINESS SEGMENT DATA | NOTE 22. BUSINESS SEGMENT DATA The Company operates in four primary business segments: income properties, management services, commercial loans and investments, and real estate operations. 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 91% of our identifiable assets as of March 31, 2023 and December 31, 2022, and 90.8% and 88.1% of our consolidated revenues for the three months ended March 31, 2023 and 2022, respectively. The management services segment consists of the revenue generated from managing PINE. As of March 31, 2023, our commercial loans and investments portfolio consisted of three commercial loan investments 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 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 months ended March 31, 2023 and 2022 is as follows (in thousands): Three Months Ended March 31, 2023 March 31, 2022 Revenues: Income Properties $ 22,432 $ 15,168 Management Fee Income 1,098 936 Interest Income From Commercial Loans and Investments 795 718 Real Estate Operations 392 388 Total Revenues $ 24,717 $ 17,210 Operating Income: Income Properties $ 15,279 $ 11,152 Management Fee Income 1,098 936 Interest Income From Commercial Loans and Investments 795 718 Real Estate Operations 307 337 General and Corporate Expense (14,043) (9,412) Provision for Impairment (479) — Loss on Disposition of Assets — (245) Total Operating Income $ 2,957 $ 3,486 Depreciation and Amortization: Income Properties $ 10,302 $ 6,356 Corporate and Other 14 13 Total Depreciation and Amortization $ 10,316 $ 6,369 Capital Expenditures: Income Properties $ 7,773 $ 40,499 Commercial Loans and Investments 16,061 — Corporate and Other 25 16 Total Capital Expenditures $ 23,859 $ 40,515 Identifiable assets of each segment as of March 31, 2023 and December 31, 2022 are as follows (in thousands): As of March 31, 2023 December 31, 2022 Identifiable Assets: Income Properties $ 896,537 $ 902,427 Management Services 1,505 1,370 Commercial Loans and Investments 47,368 32,269 Real Estate Operations 3,992 4,041 Corporate and Other 31,852 46,438 Total Assets $ 981,254 $ 986,545 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 primarily includes the identifiable assets of the Company’s Subsurface Interests and mitigation credits. 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 months ended March 31, 2023 or 2022. |
ASSETS HELD FOR SALE
ASSETS HELD FOR SALE | 3 Months Ended |
Mar. 31, 2023 | |
ASSETS HELD FOR SALE | |
ASSETS HELD FOR SALE | NOTE 23. ASSETS HELD FOR SALE Assets held for sale as of March 31, 2023 are summarized below (in thousands). There were no assets held for sale as of December 31, 2022. As of March 31, 2023 Plant, Property, and Equipment—Net $ 906 Intangible Lease Assets—Net 209 Total Assets Held for Sale $ 1,115 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 24. SUBSEQUENT EVENTS Subsequent events and transactions were evaluated through April 27, 2023, the date the consolidated financial statements were issued. There were no reportable subsequent events or transactions. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022, 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 months ended March 31, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023. |
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 March 31, 2023, the Company has an equity investment in PINE. |
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. |
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 March 31, 2023 and December 31, 2022 include certain amounts over the Federal Deposit Insurance Corporation limits. |
Restricted Cash | Restricted Cash Restricted cash totaled $1.6 million at March 31, 2023, of which $0.2 million is being held in an escrow account to be reinvested through the like-kind exchange structure into other income properties, and $1.4 million is being held in three interest and/or real estate tax reserve accounts related to the Company’s commercial loans and investments. |
Derivative Financial Instruments and Hedging Activity | Derivative Financial Instruments and Hedging Activity The Company accounts for its cash flow hedging derivatives in accordance with FASB ASC Topic 815-20, Derivatives and Hedging The Company documented the relationship between the hedging instruments and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge transactions. At the hedges’ inception, the Company assessed whether the derivatives that are used in hedging the transactions are highly effective in offsetting changes in cash flows of the hedged items, and we will continue to do so on a quarterly basis. Changes in fair value of the hedging instruments that are highly effective and designated and qualified as cash-flow hedges are recorded in other comprehensive income and loss, until earnings are affected by the variability in cash flows of the designated hedged items (see Note 16, “Interest Rate Swaps”). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of the Company’s financial assets and liabilities including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued and other liabilities at March 31, 2023 and December 31, 2022, approximate fair value because of the short maturity of these instruments. The carrying value of the Company’s Credit Facility (hereinafter defined) as of March 31, 2023 and December 31, 2022, approximates current market rates for revolving credit arrangements with similar risks and maturities. The face value of the Company’s fixed rate commercial loans and investments, the 2026 Term Loan (hereinafter defined), the 2027 Term Loan (hereinafter defined), the 2028 Term Loan (hereinafter defined), mortgage note, and convertible debt held as of March 31, 2023 and December 31, 2022 are measured at fair value based on current market rates for financial instruments with similar risks and maturities (see Note 8, “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 Loans and Investments | Recognition of Interest Income from Commercial Loans and Investments Interest income on commercial loans and 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 $2.7 million and $2.2 million as of March 31, 2023 and December 31, 2022, respectively. Accounts receivable related to real estate operations, which are classified in other assets on the consolidated balance sheets, totaled $0.8 million as of March 31, 2023 and December 31, 2022. The accounts receivable as of March 31, 2023 and December 31, 2022 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 11, “Other Assets.” As of March 31, 2023 and December 31, 2022, $0.2 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 doubtful accounts which is included in income property revenue on the consolidated statements of operations. As of March 31, 2023 and December 31, 2022, the Company’s allowance for doubtful accounts totaled $2.2 million and $1.8 million, respectively. |
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 (Topic 805): Clarifying the Definition of a Business, an acquisition does not qualify as a business when there is no substantive process acquired or substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets or the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. Transaction costs related to acquisitions that are asset acquisitions are capitalized as part of the cost basis of the acquired assets, while transaction costs for acquisitions that are deemed to be acquisitions of a business are expensed as incurred. Improvements and replacements are capitalized when they extend the useful life or improve the productive capacity of the asset. Costs of repairs and maintenance are expensed as incurred. 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. The Company incurs costs related to the development and leasing of its properties. Such costs include, but are not limited to, tenant improvements, leasing commissions, rebranding, facility expansion and other capital improvements, and are included in construction in progress during the development period. When a construction project is considered to be substantially complete, the capitalized costs are reclassified to the appropriate real estate asset and depreciation begins. The Company assesses the level of construction activity to determine the amount, if any, of interest expense to be capitalized to the underlying construction projects. |
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 20, “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) | 3 Months Ended |
Mar. 31, 2023 | |
Table Text Blocks | |
Schedule of components of leasing revenue | The components of leasing revenue are as follows (in thousands): Three Months Ended March 31, 2023 March 31, 2022 Leasing Revenue Lease Payments $ 18,038 $ 12,285 Variable Lease Payments 4,394 2,883 Total Leasing Revenue $ 22,432 $ 15,168 |
Schedule of minimum future base rental revenue on non-cancelable leases | Minimum future base rental receipts under non-cancelable operating leases, excluding percentage rent and other lease payments that are not fixed and determinable, having remaining terms in excess of one year subsequent to March 31, 2023, are summarized as follows (in thousands): Year Ending December 31, Amounts Remainder of 2023 $ 55,722 2024 68,400 2025 63,643 2026 54,799 2027 44,594 2028 33,921 2029 and Thereafter (Cumulative) 86,475 Total $ 407,554 |
COMMERCIAL LOANS AND INVESTME_2
COMMERCIAL LOANS AND INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
COMMERCIAL LOANS AND INVESTMENTS | |
Schedule of components of commercial loan investment portfolio | The Company’s commercial loans and investments were comprised of the following at March 31, 2023 (in thousands): Description Date of Investment Maturity Date Original Face Amount Current Face Amount Carrying Value Coupon Rate Construction Loan – The Exchange At Gwinnett – Buford, GA January 2022 January 2024 $ 8,700 $ 1,427 $ 1,391 7.25% Preferred Investment – Watters Creek – Allen, TX April 2022 April 2025 30,000 30,000 29,899 8.50% Improvement Loan – Ashford Lane – Atlanta, GA (1) May 2022 Feb 2038 1,500 1,453 1,453 0.00% Mortgage Note – Founders Square – Dallas, TX March 2023 March 2026 15,000 15,000 14,854 8.75% $ 55,200 $ 47,880 $ 47,597 CECL Reserve (479) Total Commercial Loans and Investments $ 47,118 (1) During the three months ended March 31, 2023, the maturity date of this loan was extended to February 2038, and the coupon rate was reduced to 0.0% . The Company’s commercial loans and investments were comprised of the following at December 31, 2022 (in thousands): Description Date of Investment Maturity Date Original Face Amount Current Face Amount Carrying Value Coupon Rate Mortgage Note – 4311 Maple Avenue – Dallas, TX October 2020 April 2023 $ 400 $ 400 $ 395 7.50% Construction Loan – The Exchange At Gwinnett – Buford, GA January 2022 January 2024 8,700 220 173 7.25% Preferred Investment - Watters Creek – Allen, TX April 2022 April 2025 30,000 30,000 29,887 8.50% Improvement Loan - Ashford Lane – Atlanta, GA May 2022 April 2025 1,500 1,453 1,453 12.00% $ 40,600 $ 32,073 $ 31,908 The carrying value of the commercial loans and investments portfolio at March 31, 2023 and December 31, 2022 consisted of the following (in thousands): As of March 31, 2023 December 31, 2022 Current Face Amount $ 47,880 $ 32,073 Unaccreted Origination Fees (283) (161) CECL Reserve (479) (4) Total Commercial Loans and Investments $ 47,118 $ 31,908 |
RELATED PARTY MANAGEMENT SERV_2
RELATED PARTY MANAGEMENT SERVICES BUSINESS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
RELATED PARTY MANAGEMENT SERVICES BUSINESS | |
Schedule of amounts due from PINE | The following table represents amounts due (to) from PINE as of March 31, 2023 and December 31, 2022 which are included in other assets on the consolidated balance sheets (in thousands): As of Description March 31, 2023 December 31, 2022 Management Services Fee due From PINE $ 1,098 $ 993 Dividend Receivable 337 337 Other 70 (30) Total $ 1,505 $ 1,300 |
REAL ESTATE OPERATIONS (Tables)
REAL ESTATE OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
REAL ESTATE OPERATIONS | |
Summary of land and development costs | Land and development costs at March 31, 2023 and December 31, 2022 were as follows (in thousands): As of March 31, 2023 December 31, 2022 Land and Development Costs $ 358 $ 358 Subsurface Interests 325 327 Total Land and Development Costs $ 683 $ 685 |
INVESTMENT SECURITIES (Tables)
INVESTMENT SECURITIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
INVESTMENT SECURITIES | |
Schedule of marketable securities | The Company’s available-for-sale securities as of March 31, 2023 and December 31, 2022 are summarized below (in thousands): Cost Unrealized Gains in Investment Income Unrealized Losses in Investment Income Estimated Fair Value (Level 1 Inputs) March 31, 2023 Common Stock $ 20,482 $ — $ (1,820) $ 18,662 Operating Units 23,253 — (2,656) 20,597 Total Equity Securities 43,735 — (4,476) 39,259 Total Available-for-Sale Securities $ 43,735 $ — $ (4,476) $ 39,259 December 31, 2022 Common Stock $ 18,382 $ 308 $ — $ 18,690 Operating Units 23,253 98 — 23,351 Total Equity Securities 41,635 406 — 42,041 Total Available-for-Sale Securities $ 41,635 $ 406 $ — $ 42,041 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and December 31, 2022 (in thousands): March 31, 2023 December 31, 2022 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Cash and Cash Equivalents - Level 1 $ 7,023 $ 7,023 $ 19,333 $ 19,333 Restricted Cash - Level 1 $ 1,589 $ 1,589 $ 1,861 $ 1,861 Commercial Loans and Investments - Level 2 $ 47,118 $ 48,545 $ 31,908 $ 32,960 Long-Term Debt - Level 2 $ 465,130 $ 442,382 $ 445,583 $ 426,421 |
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 March 31, 2023 and December 31, 2022 (in thousands). See Note 16, “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) March 31, 2023 Cash Flow Hedge - 2026 Term Loan Interest Rate Swap $ 3,737 $ — $ 3,737 $ — Cash Flow Hedge - 2026 Term Loan Interest Rate Swap $ 1,231 $ — $ 1,231 $ — Cash Flow Hedge - 2027 Term Loan Interest Rate Swap $ 8,262 $ — $ 8,262 $ — Cash Flow Hedge - 2028 Term Loan Interest Rate Swap $ (1,968) $ — $ (1,968) $ — Cash Flow Hedge - Credit Facility Interest Rate Swap $ (392) $ — $ (392) $ — Investment Securities $ 39,259 $ 39,259 $ — $ — December 31, 2022 Cash Flow Hedge - 2026 Term Loan Interest Rate Swap $ 4,586 $ — $ 4,586 $ — Cash Flow Hedge - 2026 Term Loan Interest Rate Swap $ 1,461 $ — $ 1,461 $ — Cash Flow Hedge - 2027 Term Loan Interest Rate Swap $ 10,111 $ — $ 10,111 $ — Cash Flow Hedge - 2028 Term Loan Interest Rate Swap $ (397) $ — $ (397) $ — Investment Securities $ 42,041 $ 42,041 $ — $ — |
INTANGIBLE ASSETS AND LIABILI_2
INTANGIBLE ASSETS AND LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
INTANGIBLE ASSETS AND LIABILITIES | |
Schedule of components of intangible lease assets and liabilities | As of March 31, 2023 December 31, 2022 Intangible Lease Assets: Value of In-Place Leases $ 90,413 $ 90,335 Value of Above Market In-Place Leases 31,735 32,008 Value of Intangible Leasing Costs 25,499 25,531 Sub-total Intangible Lease Assets 147,647 147,874 Accumulated Amortization (37,324) (31,890) Sub-total Intangible Lease Assets—Net 110,323 115,984 Intangible Lease Liabilities (Included in Accrued and Other Liabilities): Value of Below Market In-Place Leases (12,316) (12,307) Sub-total Intangible Lease Liabilities (12,316) (12,307) Accumulated Amortization 2,970 2,422 Sub-total Intangible Lease Liabilities—Net (9,346) (9,885) Total Intangible Assets and Liabilities—Net $ 100,977 $ 106,099 |
Schedule of amortization of intangible assets and liabilities | The following table reflects the net amortization of intangible assets and liabilities during the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended March 31, 2023 March 31, 2022 Amortization Expense $ 4,391 $ 2,695 Accretion to Income Properties Revenue 679 481 Net Amortization of Intangible Assets and Liabilities $ 5,070 $ 3,176 |
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 2023 $ 13,134 $ 2,037 $ 15,171 2024 17,512 2,801 20,313 2025 15,252 2,752 18,004 2026 13,471 2,821 16,292 2027 11,214 1,744 12,958 2028 7,331 1,239 8,570 2029 and Thereafter 8,209 1,460 9,669 Total $ 86,123 $ 14,854 $ 100,977 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
OTHER ASSETS | |
Schedule of components of other assets | Other assets consisted of the following as of March 31, 2023 and December 31, 2022 (in thousands): As of March 31, 2023 December 31, 2022 Income Property Tenant Receivables, Net of Allowance for Doubtful Accounts (1) $ 2,660 $ 2,206 Income Property Straight-line Rent Adjustment and COVID-19 Deferral Balance 6,449 6,214 Operating Leases - Right-of-Use Asset 510 63 Golf Rounds Surcharge 182 216 Cash Flow Hedge - Interest Rate Swap 13,230 16,158 Infrastructure Reimbursement Receivables 831 824 Prepaid Expenses, Deposits, and Other 5,819 5,421 Due from Alpine Income Property Trust, Inc. 1,505 1,300 Financing Costs, Net of Accumulated Amortization 1,948 2,051 Total Other Assets $ 33,134 $ 34,453 (1) Allowance for doubtful accounts was $2.2 million and $1.8 million as of March 31, 2023 and December 31, 2022, respectively. |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 months ended March 31, 2023 and 2022 (in thousands, except per share data): Three Months Ended March 31, 2023 March 31, 2022 Series A Preferred Stock Dividends $ 1,195 $ 1,195 Per Share $ 0.40 $ 0.40 Common Stock Dividends $ 8,658 $ 6,417 Per Share $ 0.38 $ 0.36 |
COMMON STOCK AND EARNINGS PER_2
COMMON STOCK AND EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 March 31, 2022 Basic and Diluted Earnings: Net Loss Attributable to Common Stockholders, Used in Basic EPS $ (7,188) $ (993) Add Back: Effect of Dilutive Interest Related to 2025 Notes (1) — — Net Loss Attributable to Common Stockholders, Used in Diluted EPS (7,188) (993) Basic and Diluted Shares: Weighted Average Shares Outstanding, Basic 22,704,829 17,726,677 Common Shares Applicable to Dilutive Effect of 2025 Notes (2) — — Weighted Average Shares Outstanding, Diluted 22,704,829 17,726,677 Per Share Information: Net Loss Attributable to Common Stockholders Basic and Diluted $ (0.32) $ (0.06) (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 of the 2025 Convertible Senior Notes to derive FFO (as defined herein) effective January 1, 2022 due to the implementation of ASU 2020-06 which requires presentation on an if-converted basis. For the three months ended March 31, 2023 and 2022, a total of $0.5 million and $0.6 million of interest was not included, respectively, as the impact of the 2025 Notes, if-converted, would be antidilutive to the net loss attributable to common stockholders of $7.2 million and $1.0 million, respectively. (2) A total o f 3.2 million and 3.0 million shares, representing the dilutive impact of the 2025 Notes, upon adoption of ASU 2020-06 effective January 1, 2022, were not included in the computation of diluted net loss attributable to common stockholders for the three months ended March 31, 2023 and 2022, respectively, because they were antidilutive to the net loss attributable to common stockholders of $7.2 million and $1.0 million, respectively. |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
LONG-TERM DEBT | |
Schedule of outstanding indebtedness, at face value | As of March 31, 2023, the Company’s outstanding indebtedness, at face value, was as follows (in thousands): Face Value Debt Maturity Date Interest Rate Credit Facility (1) $ 133,150 January 2027 SOFR + 0.10% + 2026 Term Loan (2) 65,000 March 2026 SOFR + 0.10% + 2027 Term Loan (3) 100,000 January 2027 SOFR + 0.10% + 2028 Term Loan (4) 100,000 January 2028 SOFR + 0.10% + 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 $ 466,984 (1) The Company utilized interest rate swaps on $100.0 million of the Credit Facility balance to fix SOFR and achieve a weighted average fixed swap rate of 3.28% plus the 10 bps SOFR adjustment plus the applicable spread. (2) (3) The Company utilized interest rate swaps on the $100.0 million 2027 Term Loan balance to fix SOFR and achieve a fixed swap rate of 0.64% plus the 10 bps SOFR adjustment plus the applicable spread. (4) The Company utilized interest rate swaps on the $100.0 million 2028 Term Loan balance to fix SOFR and achieve a weighted average fixed swap rate of 3.78% plus the 10 bps SOFR adjustment plus the applicable spread. |
Schedule of components of long-term debt | Long-term debt consisted of the following (in thousands): March 31, 2023 December 31, 2022 Total Due Within One Year Total Due Within One Year Credit Facility $ 133,150 $ — $ 113,750 $ — 2026 Term Loan 65,000 — 65,000 — 2027 Term Loan 100,000 — 100,000 — 2028 Term Loan 100,000 — 100,000 — 3.875% Convertible Senior Notes, net of Discount 50,710 — 50,670 — Mortgage Note Payable 17,800 — 17,800 — Financing Costs, net of Accumulated Amortization (1,530) — (1,637) — Total Long-Term Debt $ 465,130 $ — $ 445,583 $ — |
Schedule of payments applicable to reduction of principal amounts | Payments applicable to reduction of principal amounts as of March 31, 2023 will be required as follows (in thousands): As of March 31, 2023 Amount Remainder of 2023 $ — 2024 — 2025 51,034 2026 82,800 2027 233,150 2028 100,000 2029 and Thereafter — Total Long-Term Debt - Face Value $ 466,984 |
Schedule of carrying value of long-term debt | The carrying value of long-term debt as of March 31, 2023 consisted of the following (in thousands): Total Current Face Amount $ 466,984 Unamortized Discount on Convertible Debt (324) Financing Costs, net of Accumulated Amortization (1,530) Total Long-Term Debt $ 465,130 |
Schedule of interest expense on debt | The following table reflects a summary of interest expense incurred and paid during the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended March 31, 2023 March 31, 2022 Interest Expense $ 4,352 $ 1,668 Amortization of Deferred Financing Costs 241 165 Amortization of Discount on Convertible Notes 39 69 Total Interest Expense $ 4,632 $ 1,902 Total Interest Paid $ 4,268 $ 1,087 |
INTEREST RATE SWAPS (Tables)
INTEREST RATE SWAPS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
INTEREST RATE SWAPS | |
Schedule of interest rate swap agreements | Hedged Item (1) Effective Date Maturity Date Rate Amount Fair Value as of March 31, 2023 2026 Term Loan 3/10/2021 3/29/2024 0.12% + 0.10% + applicable spread $ 50,000 $ 2,206 2026 Term Loan 3/29/2024 3/10/2026 1.44% + 0.10% + applicable spread $ 50,000 $ 1,531 2026 Term Loan 8/31/2021 3/10/2026 0.70% + 0.10% + applicable spread $ 15,000 $ 1,231 2027 Term Loan 11/5/2021 3/29/2024 0.64% + 0.10% + applicable spread $ 100,000 $ 3,908 2027 Term Loan 3/29/2024 1/31/2027 1.35% + 0.10% + applicable spread $ 100,000 $ 4,354 2028 Term Loan 9/30/2022 1/31/2028 3.78% + 0.10% + applicable spread $ 50,000 $ (979) 2028 Term Loan 9/30/2022 1/31/2028 3.78% + 0.10% + applicable spread $ 50,000 $ (989) Credit Facility 1/31/2023 1/31/2030 3.27% + 0.10% + applicable spread $ 50,000 $ (163) Credit Facility 1/31/2023 1/31/2030 3.26% + 0.10% + applicable spread $ 33,000 $ (91) Credit Facility 1/31/2023 1/31/2030 3.36% + 0.10% + applicable spread $ 17,000 $ (138) (1) On September 30, 2022, the Company converted its existing interest rate swaps from 1-month LIBOR to SOFR. |
ACCRUED AND OTHER LIABILITIES (
ACCRUED AND OTHER LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
ACCRUED AND OTHER LIABILITIES | |
Schedule of components of accrued and other liabilities | Accrued and other liabilities consisted of the following (in thousands): As of March 31, 2023 December 31, 2022 Accrued Property Taxes $ 2,264 $ 716 Reserve for Tenant Improvements 5,063 6,186 Tenant Security Deposits 2,620 2,719 Accrued Construction Costs 650 903 Accrued Interest 1,028 872 Environmental Reserve 67 67 Cash Flow Hedge - Interest Rate Swaps 2,360 397 Operating Leases - Liability 497 64 Other 4,265 6,104 Total Accrued and Other Liabilities $ 18,814 $ 18,028 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
DEFERRED REVENUE | |
Schedule of components of deferred revenue | Deferred revenue consisted of the following (in thousands): As of March 31, 2023 December 31, 2022 Prepaid Rent $ 4,704 $ 3,951 Interest Reserve from Commercial Loans and Investments 1,351 1,262 Tenant Contributions 509 522 Total Deferred Revenue $ 6,564 $ 5,735 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 three months ended March 31, 2023 is presented below. Type of Award Shares Outstanding at 1/1/2023 Granted Shares Vested / Exercised Shares Expired Shares Forfeited Shares Shares Outstanding at 3/31/2023 Equity Classified - Performance Share Awards - Peer Group Market Condition Vesting 230,247 88,754 (72,141) — — 246,860 Equity Classified - Three Year Vest Restricted Shares 212,079 91,003 (74,229) — (240) 228,613 Total Shares 442,326 179,757 (146,370) — (240) 475,473 |
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 March 31, 2023 March 31, 2022 Total Cost of Share-Based Plans Charged Against Income $ 1,072 $ 906 |
January 28, 2017 | |
STOCK-BASED COMPENSATION | |
Summary of performance share awards activity | A summary of the activity for these awards during the three months ended March 31, 2023 is presented below: Performance Shares With Market Conditions Shares Wtd. Avg. Fair Value Per Share Non-Vested at January 1, 2023 230,247 $ 16.85 Granted 88,754 $ 18.10 Vested (72,141) $ 14.17 Expired — — Forfeited — — Non-Vested at March 31, 2023 246,860 $ 18.08 |
Three-Year Vesting | |
STOCK-BASED COMPENSATION | |
Summary of nonvested restricted stock award activity | A summary of the activity for these awards during the three months ended March 31, 2023 is presented below: Non-Vested Restricted Shares Shares Wtd. Avg. Fair Value Per Share Non-Vested at January 1, 2023 212,079 $ 17.97 Granted 91,003 $ 19.24 Vested (74,229) $ 16.00 Expired — — Forfeited (240) $ 18.88 Non-Vested at March 31, 2023 228,613 $ 19.12 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of Commitments | As of March 31, 2023 Total Commitment (1) $ 30,091 Less Amount Funded (10,821) Remaining Commitment $ 19,270 (1) Commitment includes tenant improvements, leasing commissions, rebranding, facility expansion and other capital improvements. |
BUSINESS SEGMENT DATA (Tables)
BUSINESS SEGMENT DATA (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
BUSINESS SEGMENT DATA | |
Schedule of operations in different segments | Information about the Company’s operations in different segments for the three months ended March 31, 2023 and 2022 is as follows (in thousands): Three Months Ended March 31, 2023 March 31, 2022 Revenues: Income Properties $ 22,432 $ 15,168 Management Fee Income 1,098 936 Interest Income From Commercial Loans and Investments 795 718 Real Estate Operations 392 388 Total Revenues $ 24,717 $ 17,210 Operating Income: Income Properties $ 15,279 $ 11,152 Management Fee Income 1,098 936 Interest Income From Commercial Loans and Investments 795 718 Real Estate Operations 307 337 General and Corporate Expense (14,043) (9,412) Provision for Impairment (479) — Loss on Disposition of Assets — (245) Total Operating Income $ 2,957 $ 3,486 Depreciation and Amortization: Income Properties $ 10,302 $ 6,356 Corporate and Other 14 13 Total Depreciation and Amortization $ 10,316 $ 6,369 Capital Expenditures: Income Properties $ 7,773 $ 40,499 Commercial Loans and Investments 16,061 — Corporate and Other 25 16 Total Capital Expenditures $ 23,859 $ 40,515 Identifiable assets of each segment as of March 31, 2023 and December 31, 2022 are as follows (in thousands): As of March 31, 2023 December 31, 2022 Identifiable Assets: Income Properties $ 896,537 $ 902,427 Management Services 1,505 1,370 Commercial Loans and Investments 47,368 32,269 Real Estate Operations 3,992 4,041 Corporate and Other 31,852 46,438 Total Assets $ 981,254 $ 986,545 |
ASSETS HELD FOR SALE (Tables)
ASSETS HELD FOR SALE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Table Text Blocks | |
Schedule of assets and liabilities held for sale and discontinued operations | As of March 31, 2023 Plant, Property, and Equipment—Net $ 906 Intangible Lease Assets—Net 209 Total Assets Held for Sale $ 1,115 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) $ in Thousands, ft² in Millions | 3 Months Ended | ||
Apr. 27, 2022 | Mar. 31, 2023 USD ($) ft² country property state a loan | Dec. 31, 2022 USD ($) | |
Real Estate Properties | |||
Number of commercial loan investment | loan | 3 | ||
Investment in Alpine Income Property Trust, Inc. | $ | $ 39,259 | $ 42,041 | |
Stock split ratio | 3 | ||
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. | $ | $ 39,259 | $ 42,041 | |
Investment ownership percentage (as a percent) | 14.80% | ||
Florida | |||
Real Estate Properties | |||
Number of states in which entity operates | country | 19 | ||
Subsurface area of portfolio of mineral interests | a | 353,000 | ||
Commercial Real Estate Portfolio Segment | |||
Real Estate Properties | |||
Number of commercial loan investment | loan | 3 | ||
Commercial | |||
Real Estate Properties | |||
Number of real estate properties | 23 | ||
Number of states in which entity operates | state | 9 | ||
Gross leasable space | ft² | 3.7 | ||
Number of preferred equity investment | 1 | ||
Single-tenant | |||
Real Estate Properties | |||
Number of real estate properties | 8 | ||
Multi-tenant | |||
Real Estate Properties | |||
Number of real estate properties | 15 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Restricted Cash | |||
Restricted Cash | $ 1,589 | $ 1,861 | $ 26,385 |
Restricted cash escrow account | |||
Restricted Cash | |||
Restricted Cash | 200 | ||
Restricted cash escrow account in connection with reserves for commercial loans and investments | |||
Restricted Cash | |||
Restricted Cash | $ 1,400 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable (Details) $ in Millions | 3 Months Ended | ||
Dec. 31, 2015 Transaction | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Accounts Receivable | |||
Number of closed land transactions | Transaction | 2 | ||
Allowance for doubtful accounts | $ 2.2 | $ 1.8 | |
Other Assets | |||
Accounts Receivable | |||
Income Property Tenant Receivables, Net of Allowance for Doubtful Accounts | 2.7 | 2.2 | |
Accounts receivable related to real estate operations | 0.8 | 0.8 | |
Receivable from Golf operations for rounds surcharge | $ 0.2 | $ 0.2 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leasing Revenue | ||
Lease Payments | $ 18,038 | $ 12,285 |
Variable Lease Payments | 4,394 | 2,883 |
Total Leasing Revenue | $ 22,432 | $ 15,168 |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income | Revenues | Revenues |
INCOME PROPERTIES - Minimum Fut
INCOME PROPERTIES - Minimum Future Base Rental Revenue on Non-cancelable Leases (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Minimum future base rental revenue on non-cancelable leases | |
Remainder of 2023 | $ 55,722 |
2024 | 68,400 |
2025 | 63,643 |
2026 | 54,799 |
2027 | 44,594 |
2028 | 33,921 |
2029 and Thereafter (Cumulative) | 86,475 |
Total | $ 407,554 |
INCOME PROPERTIES - Acquisition
INCOME PROPERTIES - Acquisitions (Details) $ in Millions | 3 Months Ended | ||
Feb. 24, 2023 USD ($) ft² tenant property | Mar. 31, 2023 | Mar. 31, 2022 USD ($) ft² | |
Acquisitions of Income Properties | |||
Weighted average amortization period of intangible assets | 6 years 1 month 6 days | ||
2023 Acquisitions | Income Property Exchange at Gwinnett, Buford, Georgia | |||
Acquisitions of Income Properties | |||
Number of real estate properties | property | 1 | ||
Area of real estate property acquired | ft² | 6,000 | ||
Property Square-Feet | ft² | 28,100 | ||
Purchase Price | $ 3.3 | ||
Number of tenant | tenant | 1 | ||
Remaining Lease Term at Acquisition Date (in years) | 9 years 9 months 18 days | ||
2023 Acquisitions | Contract for acquisitions of remaining portion of Income Property Exchange at Gwinnett, Buford, Georgia | |||
Acquisitions of Income Properties | |||
Purchase Price | $ 13.8 | ||
2022 Acquisitions | |||
Acquisitions of Income Properties | |||
Weighted average amortization period of intangible assets | 5 years 8 months 12 days | ||
2022 Acquisitions | Income Property, Multi-tenant, Katy, Texas | |||
Acquisitions of Income Properties | |||
Aggregate acquisition cost including capitalized acquisition costs | $ 39.2 | ||
Land | 15.6 | ||
Buildings and improvements | 17.9 | ||
Intangible assets pertaining to the in-place lease value, leasing fees and above market lease value | 5.9 | ||
Intangible liabilities for below market lease value | $ 0.2 | ||
Property Square-Feet | ft² | 205,813 | ||
Purchase Price | $ 39.1 | ||
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 | Fixed-Rate Mortgage Note | |||
Acquisitions of Income Properties | |||
Aggregate outstanding principal balance | $ 17.8 |
INCOME PROPERTIES - Disposition
INCOME PROPERTIES - Dispositions (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 USD ($) tenant property | Mar. 31, 2023 USD ($) property | Dec. 31, 2022 USD ($) | |
Dispositions of Income Properties | |||
Carrying Value | $ 47,118 | $ 31,908 | |
2023 Dispositions, Income Properties | |||
Dispositions of Income Properties | |||
Number of real estate properties | property | 0 | ||
2022 Dispositions, Income Properties | |||
Dispositions of Income Properties | |||
Number of real estate properties | property | 2 | ||
2022 Dispositions, Income Properties | Income Property, Party City Corporation, Oceanside, New York | |||
Dispositions of Income Properties | |||
Sales price | $ 6,900 | ||
Gain (Loss) on Sale | (60) | ||
2022 Dispositions, Income Properties | Income Property, Single-tenant, Outback, Austin, Texas | |||
Dispositions of Income Properties | |||
Sales price | 17,100 | ||
Gain (Loss) on Sale | $ (200) | ||
Number Of Tenant Repurchase Options | tenant | 2 | ||
Carrying Value | $ 16,250 | ||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations [Member] | 2022 Dispositions, Income Properties | |||
Dispositions of Income Properties | |||
Sales price | 24,000 | ||
Gain (Loss) on Sale | $ 200 |
COMMERCIAL LOANS AND INVESTME_3
COMMERCIAL LOANS AND INVESTMENTS - Summary of Commercial Loan Investments (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 01, 2023 USD ($) | Feb. 21, 2023 USD ($) | Apr. 07, 2022 USD ($) item | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||||
Original Face Amount | $ 55,200 | $ 40,600 | |||
Current Face Amount | 47,880 | 32,073 | |||
Carrying Value before CECL | 47,597 | ||||
Carrying Value | 47,118 | 31,908 | |||
CECL Reserve | (479) | ||||
Carrying value at the time of sale | 906 | ||||
Mortgage Note - 4311 Maple Avenue, Dallas, TX | |||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||||
Original Face Amount | 400 | ||||
Current Face Amount | 400 | ||||
Carrying Value | $ 395 | ||||
Coupon Rate | 7.50% | ||||
Remaining commitment | 0 | ||||
Amount repaid by borrower | $ 400 | ||||
Mortgage Note - Founders Square - Dallas, TX | |||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||||
Original Face Amount | 15,000 | ||||
Current Face Amount | $ 15,000 | 15,000 | |||
Carrying Value before CECL | $ 14,854 | ||||
Coupon Rate | 8.75% | 8.75% | |||
Interest-only term (in years) | 3 years | ||||
Origination fee (as percentage) | 1% | ||||
Origination fee | $ 150 | ||||
Construction Loans [Member] | |||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||||
Current Face Amount | $ 4,300 | ||||
Construction Loan - The Exchange At Gwinnett - Buford, GA | |||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||||
Original Face Amount | 8,700 | $ 8,700 | |||
Current Face Amount | 1,427 | 220 | |||
Carrying Value before CECL | $ 1,391 | ||||
Carrying Value | $ 173 | ||||
Coupon Rate | 7.25% | 7.25% | |||
Loan origination | $ 1,200 | ||||
Remaining commitment | 4,300 | ||||
Improvement Loan For Ashford Lane - Atlanta, Georgia | |||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||||
Original Face Amount | 1,500 | $ 1,500 | |||
Current Face Amount | 1,453 | 1,453 | |||
Carrying Value before CECL | $ 1,453 | ||||
Carrying Value | $ 1,453 | ||||
Coupon Rate | 0% | 12% | |||
Preferred Investment - Watters Creek - Allen, TX | |||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||||
Original Face Amount | $ 30,000 | $ 30,000 | |||
Current Face Amount | $ 30,000 | 30,000 | 30,000 | ||
Carrying Value before CECL | $ 29,899 | ||||
Carrying Value | $ 29,887 | ||||
Coupon Rate | 8.50% | 8.50% | 8.50% | ||
Origination fee | $ 150 | ||||
Percentage of funding towards total investment (as a percent) | 23% | ||||
Mortgage Loans On Real Estate, Extension Term, Number of Option | item | 2 | ||||
Mortgage Loans On Real Estate, Extension Term | 1 year |
COMMERCIAL LOANS AND INVESTME_4
COMMERCIAL LOANS AND INVESTMENTS - Carrying Value (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Current Face Amount | $ 47,880 | $ 32,073 | |
CECL Reserve | (479) | ||
Total Commercial Loan and Investments | 47,118 | $ 31,908 | |
Commercial loan and master lease investments | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Current Face Amount | 47,880 | $ 32,073 | |
Unaccreted Origination Fees | (283) | (161) | |
CECL Reserve | (479) | (4) | |
Total Commercial Loan and Investments | $ 47,118 | $ 31,908 |
RELATED PARTY MANAGEMENT SERV_3
RELATED PARTY MANAGEMENT SERVICES BUSINESS - General Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | 40 Months Ended | ||||||
Feb. 16, 2023 USD ($) $ / shares | Nov. 26, 2019 USD ($) property shares | Oct. 26, 2019 USD ($) $ / shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) property $ / shares shares | Mar. 31, 2023 USD ($) shares | Jan. 07, 2022 USD ($) property | |
Real Estate [Line Items] | |||||||||
Investment in Alpine Income Property Trust, Inc. | $ 39,259 | $ 42,041 | $ 39,259 | ||||||
Outstanding Principal | 466,984 | 466,984 | |||||||
Revenues | 24,717 | $ 17,210 | |||||||
Management Fee Income | |||||||||
Real Estate [Line Items] | |||||||||
Revenues | 1,098 | 936 | |||||||
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. | $ 39,259 | $ 42,041 | $ 39,259 | ||||||
Investment ownership percentage (as a percent) | 14.80% | 14.80% | |||||||
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) | 7.80% | 7.80% | |||||||
Common Stock [Member] | |||||||||
Real Estate [Line Items] | |||||||||
Share purchased | shares | 421,053 | 129,271 | 155,665 | 8,088 | 1,108,814 | ||||
Purchase price of shares | $ 8,000 | $ 2,100 | $ 2,700 | $ 100 | |||||
Investment in Alpine Income Property Trust, Inc. | $ 18,662 | 18,690 | $ 18,662 | ||||||
Investment ownership percentage (as a percent) | 7% | 7% | |||||||
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 | ||||||||
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 | $ 1,100 | 900 | |||||||
Proceeds from Dividends Received | $ 600 | $ 600 | |||||||
Alpine | |||||||||
Real Estate [Line Items] | |||||||||
Number of properties sold | property | 15 | ||||||||
Aggregate cash consideration | $ 125,900 | ||||||||
Amount of shares authorized for purchase by the board | $ 2,100 | $ 5,000 | |||||||
Average price per share | $ / shares | $ 18.50 | $ 17.75 | $ 16.21 | $ 17.57 | $ 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 | ||||||||
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 | Mar. 31, 2023 | Dec. 31, 2022 |
Real Estate [Line Items] | ||
Management Services Fee due from PINE | $ 1,098 | $ 993 |
Dividend receivable | 337 | 337 |
Other | 70 | (30) |
Total | $ 1,505 | $ 1,300 |
REAL ESTATE OPERATIONS - Land a
REAL ESTATE OPERATIONS - Land and Development Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
REAL ESTATE OPERATIONS | ||
Land and Development Costs | $ 358 | $ 358 |
Subsurface Interests | 325 | 327 |
Total Land and Development Costs | $ 683 | $ 685 |
REAL ESTATE OPERATIONS - Subsur
REAL ESTATE OPERATIONS - Subsurface Interests (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) a | Mar. 31, 2022 USD ($) a | |
Royalty | ||
Subsurface interests | ||
Revenue from contract with customer, including assessed tax | $ 10 | $ 10 |
Surface land over subsurface interests | ||
Subsurface interests | ||
Area of land (in acres) | a | 353,000 | |
Revenue recognized for cash payments for the release of surface entry rights | $ 100 | $ 200 |
Real Estate Operations | Subsurface Revenue, Land Sales | ||
Subsurface interests | ||
Area of land sold (in acres) | a | 2,412 | 4,750 |
Revenue from contract with customer, including assessed tax | $ 200 | $ 400 |
REAL ESTATE OPERATIONS - Mitiga
REAL ESTATE OPERATIONS - Mitigation Credits (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 USD ($) item | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Real Estate Properties [Line Items] | |||
Decrease in mitigation credits and mitigation credit rights | $ (55) | ||
Loss on Disposition of Assets | $ (245) | ||
Mitigation Bank | |||
Real Estate Properties [Line Items] | |||
Mitigation credit and mitigation credit rights | $ 2,500 | $ 2,600 | |
Mitigation Credit Sales | Real Estate Operations | |||
Real Estate Properties [Line Items] | |||
Number of mitigation credits sold | item | 0.73 | ||
Aggregate cost of sales | $ 100 | ||
Mitigation credits sold | $ 0 | ||
Gross Sales Price | $ 100 |
INVESTMENT SECURITIES - General
INVESTMENT SECURITIES - General Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | 40 Months Ended | ||
Nov. 26, 2019 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | |
Marketable Securities [Line Items] | |||||
Investment in Alpine Income Property Trust, Inc. | $ 39,259 | $ 42,041 | $ 39,259 | ||
Alpine Income Property Trust, Inc. Common Stock and Alpine Income Property OP, LP Limited Partnership Units | |||||
Marketable Securities [Line Items] | |||||
Number of shares owned | 2,330,000 | 2,330,000 | |||
Investment in Alpine Income Property Trust, Inc. | $ 39,259 | $ 42,041 | $ 39,259 | ||
Investment ownership percentage (as a percent) | 14.80% | 14.80% | |||
Common Stock [Member] | |||||
Marketable Securities [Line Items] | |||||
Share purchased | 421,053 | 129,271 | 155,665 | 8,088 | 1,108,814 |
Purchase price of shares | $ 8,000 | $ 2,100 | $ 2,700 | $ 100 | |
Investment in Alpine Income Property Trust, Inc. | $ 18,662 | $ 18,690 | $ 18,662 | ||
Investment ownership percentage (as a percent) | 7% | 7% | |||
Alpine Income Property OP, LP Limited Partnership Units | |||||
Marketable Securities [Line Items] | |||||
Share purchased | 1,223,854 | ||||
Investment ownership percentage (as a percent) | 7.80% | 7.80% |
INVESTMENT SECURITIES - Tabular
INVESTMENT SECURITIES - Tabular Disclosure (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Trading, and Equity Securities, FV-NI [Abstract] | ||
Cost | $ 43,735 | $ 41,635 |
Unrealized Gains in Investment Income | 406 | |
Unrealized Losses in Investment Income | (4,476) | |
Investment Securities | 39,259 | 42,041 |
Operating Units | ||
Debt Securities, Trading, and Equity Securities, FV-NI [Abstract] | ||
Cost | 23,253 | 23,253 |
Unrealized Gains in Investment Income | 98 | |
Unrealized Losses in Investment Income | (2,656) | |
Investment Securities | 20,597 | 23,351 |
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 | 43,735 | 41,635 |
Unrealized Gains in Investment Income | 406 | |
Unrealized Losses in Investment Income | (4,476) | |
Investment Securities | 39,259 | 42,041 |
Common Stock [Member] | ||
Debt Securities, Trading, and Equity Securities, FV-NI [Abstract] | ||
Cost | 20,482 | 18,382 |
Unrealized Gains in Investment Income | 308 | |
Unrealized Losses in Investment Income | (1,820) | |
Investment Securities | $ 18,662 | $ 18,690 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Carrying Value and Estimated Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Carrying Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Carrying value and estimated fair value of financial instruments | ||
Cash and Cash Equivalents | $ 7,023 | $ 19,333 |
Restricted Cash | 1,589 | 1,861 |
Carrying Value | Significant Other Observable Inputs (Level 2) | ||
Carrying value and estimated fair value of financial instruments | ||
Commercial Loans and Investments | 47,118 | 31,908 |
Long-Term Debt | 465,130 | 445,583 |
Estimated Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Carrying value and estimated fair value of financial instruments | ||
Cash and Cash Equivalents | 7,023 | 19,333 |
Restricted Cash | 1,589 | 1,861 |
Estimated Fair Value | Significant Other Observable Inputs (Level 2) | ||
Carrying value and estimated fair value of financial instruments | ||
Commercial Loans and Investments | 48,545 | 32,960 |
Long-Term Debt | $ 442,382 | $ 426,421 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair value of assets | ||
Cash Flow Hedge - Interest Rate Swap | $ 13,230 | $ 16,158 |
Investment Securities | 39,259 | 42,041 |
Recurring basis | ||
Fair value of assets | ||
Investment Securities | 39,259 | 42,041 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair value of assets | ||
Investment Securities | 39,259 | 42,041 |
Recurring basis | 2026 Term Loan One | Interest Rate Swap | ||
Fair value of assets | ||
Cash Flow Hedge - Interest Rate Swap | 3,737 | 4,586 |
Recurring basis | 2026 Term Loan One | Interest Rate Swap | Significant Other Observable Inputs (Level 2) | ||
Fair value of assets | ||
Cash Flow Hedge - Interest Rate Swap | 3,737 | 4,586 |
Recurring basis | 2026 Term Loan Two | Interest Rate Swap | ||
Fair value of assets | ||
Cash Flow Hedge - Interest Rate Swap | 1,231 | 1,461 |
Recurring basis | 2026 Term Loan Two | Interest Rate Swap | Significant Other Observable Inputs (Level 2) | ||
Fair value of assets | ||
Cash Flow Hedge - Interest Rate Swap | 1,231 | 1,461 |
Recurring basis | 2027 Term loan | Interest Rate Swap | ||
Fair value of assets | ||
Cash Flow Hedge - Interest Rate Swap | 8,262 | 10,111 |
Recurring basis | 2027 Term loan | Interest Rate Swap | Significant Other Observable Inputs (Level 2) | ||
Fair value of assets | ||
Cash Flow Hedge - Interest Rate Swap | 8,262 | 10,111 |
Recurring basis | 2028 Term Loan | Interest Rate Swap | ||
Fair value of assets | ||
Cash Flow Hedge - Interest Rate Swap | (1,968) | (397) |
Recurring basis | 2028 Term Loan | Interest Rate Swap | Significant Other Observable Inputs (Level 2) | ||
Fair value of assets | ||
Cash Flow Hedge - Interest Rate Swap | (1,968) | $ (397) |
Recurring basis | Credit Facility Interest Rate Swap [Member] | Interest Rate Swap | ||
Fair value of assets | ||
Cash Flow Hedge - Interest Rate Swap | (392) | |
Recurring basis | Credit Facility Interest Rate Swap [Member] | Interest Rate Swap | Significant Other Observable Inputs (Level 2) | ||
Fair value of assets | ||
Cash Flow Hedge - Interest Rate Swap | $ (392) |
INTANGIBLE ASSETS AND LIABILI_3
INTANGIBLE ASSETS AND LIABILITIES - Components (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | $ 147,647 | $ 147,874 |
Accumulated Amortization | (37,324) | (31,890) |
Total | 110,323 | 115,984 |
Intangible Lease Liabilities (Included in Accrued and Other Liabilities): | ||
Value of Below Market In-Place Leases | (12,316) | (12,307) |
Sub-total Intangible Lease Liabilities | (12,316) | (12,307) |
Accumulated Amortization | 2,970 | 2,422 |
Total | (9,346) | (9,885) |
Total Intangible Assets and Liabilities-Net | 100,977 | 106,099 |
Value of In-Place Leases | ||
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | 90,413 | 90,335 |
Value of Above Market In-Place Leases | ||
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | 31,735 | 32,008 |
Value of Intangible Leasing Costs | ||
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | $ 25,499 | $ 25,531 |
INTANGIBLE ASSETS AND LIABILI_4
INTANGIBLE ASSETS AND LIABILITIES - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
INTANGIBLE ASSETS AND LIABILITIES | ||
Amortization Expense | $ 4,391 | $ 2,695 |
Accretion to Income Properties Revenue | 679 | 481 |
Net Amortization of Intangible Assets and Liabilities | $ 5,070 | $ 3,176 |
INTANGIBLE ASSETS AND LIABILI_5
INTANGIBLE ASSETS AND LIABILITIES - Summary of Estimated Amortization and Accretion (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Future Amortization Amount | ||
Total | $ 110,323 | $ 115,984 |
Future Accretion to Income Property Revenue | ||
Total | (9,346) | $ (9,885) |
Net Future Amortization of Intangible Assets and Liabilities | ||
Remainder of 2023 | 15,171 | |
2024 | 20,313 | |
2025 | 18,004 | |
2026 | 16,292 | |
2027 | 12,958 | |
2028 | 8,570 | |
2029 and Thereafter | 9,669 | |
Total | 100,977 | |
Future Amortization | ||
Future Amortization Amount | ||
Remainder of 2023 | 13,134 | |
2024 | 17,512 | |
2025 | 15,252 | |
2026 | 13,471 | |
2027 | 11,214 | |
2028 | 7,331 | |
2029 and Thereafter | 8,209 | |
Total | 86,123 | |
Future Accretion to Income Property Revenue | ||
Future Accretion to Income Property Revenue | ||
Remainder of 2023 | 2,037 | |
2024 | 2,801 | |
2025 | 2,752 | |
2026 | 2,821 | |
2027 | 1,744 | |
2028 | 1,239 | |
2029 and Thereafter | 1,460 | |
Total | $ 14,854 |
INTANGIBLE ASSETS AND LIABILI_6
INTANGIBLE ASSETS AND LIABILITIES - Weighted Average Amortization Period (Details) | 3 Months Ended |
Mar. 31, 2023 | |
INTANGIBLE ASSETS AND LIABILITIES | |
Weighted average amortization period of intangible assets | 6 years 1 month 6 days |
Weighted average amortization period of intangible liabilities | 7 years 9 months 18 days |
PROVISION FOR IMPAIRMENT (Detai
PROVISION FOR IMPAIRMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Impairment of Long-Lived Assets | ||
Impairment Charges | $ 479 | |
Income Properties | ||
Impairment of Long-Lived Assets | ||
Impairment Charges | 0 | $ 0 |
Interest Income From Commercial Loans and Investments | ||
Impairment of Long-Lived Assets | ||
Impairment Charges | $ 500 | $ 0 |
OTHER ASSETS - Tabular Disclosu
OTHER ASSETS - Tabular Disclosure (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Other Assets | ||
Income Property Tenant receivables, Net of Allowance for Doubtful Accounts | $ 2,660 | $ 2,206 |
Income Property Straight-line Rent Adjustment and COVID-19 Deferral Balance | 6,449 | 6,214 |
Operating Leases - Right-of-Use Asset | 510 | 63 |
Golf Rounds Surcharge | 182 | 216 |
Cash Flow Hedge - Interest Rate Swap | 13,230 | 16,158 |
Infrastructure Reimbursement Receivables | 831 | 824 |
Prepaid Expenses, Deposits, and Other | 5,819 | 5,421 |
Due from Alpine Income Property Trust, Inc. | 1,505 | 1,300 |
Financing Costs, Net of Accumulated Amortization | 1,948 | 2,051 |
Total Other Assets | $ 33,134 | $ 34,453 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position | Total Other Assets | Total Other Assets |
Allowance for doubtful accounts | $ 2,200 | $ 1,800 |
OTHER ASSETS - Income Property
OTHER ASSETS - Income Property Straight-Line Rent Adjustment (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
OTHER ASSETS | ||
Income Property Straight-line Rent Adjustment and COVID-19 Deferral Balance | $ 6,449 | $ 6,214 |
OTHER ASSETS - Infrastructure R
OTHER ASSETS - Infrastructure Reimbursement Receivables (Details) $ in Thousands | Mar. 31, 2023 USD ($) installment | Dec. 31, 2022 USD ($) |
Real Estate [Line Items] | ||
Infrastructure Reimbursement Receivables | $ 831 | $ 824 |
Tanger | ||
Real Estate [Line Items] | ||
Infrastructure Reimbursement Receivables | $ 700 | |
Number of installments to repay infrastructure reimbursement receivable | installment | 4 | |
Infrastructure reimbursement receivables, installment payment amounts | $ 200 | |
Infrastructure reimbursement receivable, discount | 70 | |
Sam's Club | ||
Real Estate [Line Items] | ||
Infrastructure Reimbursement Receivables | $ 200 | |
Number of installments to repay infrastructure reimbursement receivable | installment | 2 | |
Infrastructure reimbursement receivables, installment payment amounts | $ 100 | |
Infrastructure reimbursement receivable, discount | $ 20 |
EQUITY - General Information (D
EQUITY - General Information (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||||||||||
Dec. 05, 2022 USD ($) shares | Oct. 28, 2022 USD ($) | Apr. 27, 2022 | Jul. 06, 2021 USD ($) | Jun. 28, 2021 $ / shares shares | Apr. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Feb. 16, 2023 USD ($) $ / shares | Oct. 11, 2022 USD ($) | Jun. 27, 2022 item | Apr. 01, 2021 USD ($) | |
Class of Stock [Line Items] | |||||||||||
Stock split ratio | 3 | ||||||||||
Number of additional shares received | item | 2 | ||||||||||
Aggregate offering price | $ 500 | $ 350 | |||||||||
Series A Preferred stock repurchase program | |||||||||||
Class of Stock [Line Items] | |||||||||||
Purchase price per share, maximum (in dollars per share) | $ / shares | $ 19 | ||||||||||
Stock repurchase program authorized amount | $ 3 | ||||||||||
At Market Offering Program | |||||||||||
Class of Stock [Line Items] | |||||||||||
Purchase price of shares | $ 150 | ||||||||||
Units issued | shares | 961,261 | ||||||||||
Gross proceeds from issuance of common stock | $ 21.1 | ||||||||||
Total net proceeds | $ 20.8 | ||||||||||
Shares issued during period, weighted-average price per share (in dollars per share) | $ / shares | $ 21.99 | ||||||||||
Transaction fees | $ 0.3 | ||||||||||
At Market Offering Program 2022 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Purchase price of shares | $ 150 | ||||||||||
Units issued | shares | 604,765 | ||||||||||
Gross proceeds from issuance of common stock | $ 12.3 | ||||||||||
Total net proceeds | $ 12.1 | ||||||||||
Shares issued during period, weighted-average price per share (in dollars per share) | $ / shares | $ 20.29 | ||||||||||
Transaction fees | $ 0.2 | ||||||||||
Follow on Public Offering | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share Price | $ / shares | $ 25 | ||||||||||
Units issued | shares | 3,450,000 | 3,000,000 | |||||||||
Dividend rate (as a percent) | 6.375% | ||||||||||
Total net proceeds | $ 62.4 | $ 72.4 | |||||||||
Preferred stock, redemption price per share | $ / shares | $ 25 | ||||||||||
Over-Allotment option | |||||||||||
Class of Stock [Line Items] | |||||||||||
Units issued | shares | 450,000 | ||||||||||
2022 ATM Program and 2021 ATM Program | |||||||||||
Class of Stock [Line Items] | |||||||||||
Units issued | shares | 1,566,026 | ||||||||||
Gross proceeds from issuance of common stock | $ 33.4 | ||||||||||
Total net proceeds | $ 32.9 | ||||||||||
Shares issued during period, weighted-average price per share (in dollars per share) | $ / shares | $ 21.33 | ||||||||||
Transaction fees | $ 0.5 |
EQUITY - Public Offering (Detai
EQUITY - Public Offering (Details) | Jun. 28, 2021 |
Follow on Public Offering | |
Class of Stock [Line Items] | |
Dividend Rate | 6.375% |
EQUITY - Dividends (Details)
EQUITY - Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class of Stock [Line Items] | ||
Dividends, Preferred Stock | $ 1,195 | $ 1,195 |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Dividends, Common Stock | $ 8,658 | $ 6,417 |
Cash dividends paid and declared (in dollars per share) | $ 0.38 | $ 0.36 |
Series A Preferred Stock | ||
Class of Stock [Line Items] | ||
Dividends, Preferred Stock | $ 1,195 | $ 1,195 |
Cash dividends paid and declared (in dollars per share) | $ 0.40 | $ 0.40 |
EQUITY - 2025 Notes (Details)
EQUITY - 2025 Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Additional paid-in capital | $ 167,436 | $ 172,471 | |
Retained Earnings | $ 300,066 | $ 316,279 | |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
COMMON STOCK AND EARNINGS PER SHARE | ||
Net Income (Loss) Attributable to common stockholders - Basic | $ (7,188) | $ (993) |
Net Income (Loss) Attributable to Common Stockholders - Diluted | $ (7,188) | $ (993) |
Weighted Average Shares Outstanding, Basic (in shares) | 22,704,829 | 17,726,677 |
Weighted Average Shares Outstanding, Diluted (in shares) | 22,704,829 | 17,726,677 |
Per Share Information: | ||
Basic Net Loss Attributable to Common Stockholders (in dollars per share) | $ (0.32) | $ (0.06) |
Diluted Net Loss Attributable to Common Stockholders (in dollars per share) | $ (0.32) | $ (0.06) |
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 | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Mar. 15, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net Income Attributable to Common Stockholders - Basic | $ (7,188) | $ (993) | ||
Net Income Attributable to Common Stockholders - Diluted | $ (7,188) | $ (993) | ||
Dilutive securities | 0 | 0 | ||
Anti-dilutive securities (in shares) | 68,447 | |||
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 | $ 600 | ||
Net Income Attributable to Common Stockholders - Basic | 7,200 | 1,000 | ||
Net Income Attributable to Common Stockholders - Diluted | $ 7,200 | $ 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) | 3,200,000 | 3,000,000 |
SHARE REPURCHASES (Details)
SHARE REPURCHASES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 25, 2023 | Feb. 16, 2023 | Feb. 29, 2020 | |
Stock Repurchase Program, February 2020 | |||||||
Stock Repurchases | |||||||
Stock repurchase program authorized amount | $ 10,000,000 | ||||||
Shares repurchased (in shares) | 145,724 | 121,659 | 265,695 | ||||
Stock repurchased amount | $ 2,800,000 | $ 2,200,000 | $ 4,100,000 | ||||
Average price per share of stock repurchased | $ 19.15 | $ 18.16 | $ 15.43 | ||||
Stock Repurchase Program, February 2023 | |||||||
Stock Repurchases | |||||||
Stock repurchase program authorized amount | $ 5,000,000 | ||||||
Shares repurchased (in shares) | 303,354 | ||||||
Stock repurchased amount | $ 5,000,000 | ||||||
Average price per share of stock repurchased | $ 16.48 | ||||||
Remaining authorized repurchase amount | $ 0 | ||||||
Purchase price per share, maximum (in dollars per share) | $ 17 | ||||||
Stock Repurchase Program, April 2023 | Subsequent Event | |||||||
Stock Repurchases | |||||||
Stock repurchase program authorized amount | $ 5,000,000 | ||||||
Purchase price per share, maximum (in dollars per share) | $ 15.75 |
LONG-TERM DEBT - Outstanding In
LONG-TERM DEBT - Outstanding Indebtedness (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 03, 2022 | Nov. 05, 2021 | Mar. 10, 2021 | Dec. 31, 2020 | Mar. 15, 2020 | |
Long-term debt | |||||||
Face Value of Debt | $ 466,984 | ||||||
Outstanding amount | 465,130 | $ 445,583 | |||||
Credit Facility | |||||||
Long-term debt | |||||||
Face Value of Debt | 133,150 | ||||||
Outstanding amount | $ 133,150 | 113,750 | |||||
Credit Facility | SOFR | |||||||
Long-term debt | |||||||
Debt instrument, variable rate, adjustment (as a percent) | 0.10% | ||||||
Credit Facility | SOFR | Minimum | |||||||
Long-term debt | |||||||
Margin added to variable rate basis (as a percent) | 1.25% | ||||||
Credit Facility | SOFR | Maximum | |||||||
Long-term debt | |||||||
Margin added to variable rate basis (as a percent) | 2.20% | ||||||
2026 Term Loan | |||||||
Long-term debt | |||||||
Face Value of Debt | $ 65,000 | $ 50,000 | |||||
Outstanding amount | $ 65,000 | 65,000 | |||||
2026 Term Loan | SOFR | |||||||
Long-term debt | |||||||
Debt instrument, variable rate, adjustment (as a percent) | 0.10% | ||||||
2026 Term Loan | SOFR | Minimum | |||||||
Long-term debt | |||||||
Margin added to variable rate basis (as a percent) | 1.25% | ||||||
2026 Term Loan | SOFR | Maximum | |||||||
Long-term debt | |||||||
Margin added to variable rate basis (as a percent) | 2.20% | ||||||
2027 Term loan | |||||||
Long-term debt | |||||||
Face Value of Debt | $ 100,000 | $ 100,000 | |||||
Outstanding amount | $ 100,000 | 100,000 | |||||
2027 Term loan | SOFR | |||||||
Long-term debt | |||||||
Debt instrument, variable rate, adjustment (as a percent) | 0.10% | ||||||
2027 Term loan | SOFR | Minimum | |||||||
Long-term debt | |||||||
Margin added to variable rate basis (as a percent) | 1.25% | ||||||
2027 Term loan | SOFR | Maximum | |||||||
Long-term debt | |||||||
Margin added to variable rate basis (as a percent) | 2.20% | ||||||
2028 Term Loan | |||||||
Long-term debt | |||||||
Face Value of Debt | $ 100,000 | ||||||
Outstanding amount | $ 100,000 | $ 100,000 | |||||
2028 Term Loan | SOFR | |||||||
Long-term debt | |||||||
Debt instrument, variable rate, adjustment (as a percent) | 0.10% | ||||||
2028 Term Loan | SOFR | Minimum | |||||||
Long-term debt | |||||||
Margin added to variable rate basis (as a percent) | 1.20% | ||||||
2028 Term Loan | SOFR | Maximum | |||||||
Long-term debt | |||||||
Margin added to variable rate basis (as a percent) | 2.15% | ||||||
3.875% Convertible Senior Notes due 2025 | |||||||
Long-term debt | |||||||
Face Value of Debt | $ 51,034 | ||||||
Interest rate (as a percent) | 3.875% | 3.875% | 3.875% | ||||
Outstanding amount | $ 50,710 | $ 50,670 | $ 75,000 | ||||
Mortgage Note Payable | |||||||
Long-term debt | |||||||
Face Value of Debt | $ 17,800 | ||||||
Interest rate (as a percent) | 4.06% | ||||||
Outstanding amount | $ 17,800 | $ 17,800 | |||||
Fixed-Rate Mortgage Note | |||||||
Long-term debt | |||||||
Face Value of Debt | $ 17,800 | ||||||
Interest rate (as a percent) | 4.06% |
LONG-TERM DEBT - Interest Rate
LONG-TERM DEBT - Interest Rate Swaps (Details) - Designated as a hedge - Interest Rate Swap - USD ($) $ in Thousands | Mar. 31, 2023 | Nov. 05, 2021 |
Credit Facility | ||
Derivative [Line Items] | ||
Notional amount | $ 100,000 | |
Credit Facility | Weighted Average | ||
Derivative [Line Items] | ||
Derivative fixed interest rate (as a percent) | 3.28% | |
Credit Facility | SOFR | ||
Derivative [Line Items] | ||
Derivative basis spread rate (as a percent) | 10% | |
2026 Team Loans | ||
Derivative [Line Items] | ||
Notional amount | $ 65,000 | |
2026 Team Loans | Weighted Average | ||
Derivative [Line Items] | ||
Derivative fixed interest rate (as a percent) | 0.26% | |
2026 Team Loans | SOFR | ||
Derivative [Line Items] | ||
Derivative basis spread rate (as a percent) | 10% | |
2027 Term loan | ||
Derivative [Line Items] | ||
Notional amount | $ 100,000 | |
Derivative fixed interest rate (as a percent) | 0.64% | 0.64% |
Derivative basis spread rate (as a percent) | 0.10% | |
2027 Term loan | SOFR | ||
Derivative [Line Items] | ||
Derivative basis spread rate (as a percent) | 10% | |
2028 Team Loans | ||
Derivative [Line Items] | ||
Notional amount | $ 100,000 | |
2028 Team Loans | Weighted Average | ||
Derivative [Line Items] | ||
Derivative fixed interest rate (as a percent) | 3.78% | |
2028 Team Loans | SOFR | ||
Derivative [Line Items] | ||
Derivative basis spread rate (as a percent) | 10% |
LONG-TERM DEBT - Credit Facilit
LONG-TERM DEBT - Credit Facility (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Mar. 31, 2023 | Jun. 30, 2021 | Sep. 21, 2022 | Sep. 20, 2022 | Nov. 05, 2021 | Mar. 10, 2021 | Mar. 09, 2021 | Sep. 07, 2017 | |
Long-term debt | ||||||||
Outstanding Principal | $ 466,984,000 | |||||||
Credit Facility | ||||||||
Long-term debt | ||||||||
Extension term | 1 year | |||||||
Maximum borrowing capacity | $ 200,000,000 | |||||||
Maximum borrowing capacity, after possible increase | $ 300,000,000 | |||||||
Unused portion of the borrowing capacity fee percentage condition | 50% | |||||||
Available borrowing capacity | $ 166,800,000 | |||||||
Amount outstanding | 133,200,000 | |||||||
Borrowing capacity | 300,000,000 | |||||||
Outstanding Principal | $ 133,150,000 | |||||||
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 | SOFR | ||||||||
Long-term debt | ||||||||
Debt instrument, variable rate, adjustment (as a percent) | 0.10% | |||||||
Credit Facility | SOFR | Minimum | ||||||||
Long-term debt | ||||||||
Margin added to variable rate basis (as a percent) | 1.25% | |||||||
Credit Facility | SOFR | Maximum | ||||||||
Long-term debt | ||||||||
Margin added to variable rate basis (as a percent) | 2.20% | |||||||
New Term Loan | ||||||||
Long-term debt | ||||||||
Outstanding Principal | $ 100,000,000 | |||||||
Debt instrument face amount after accordion option | 750,000,000 | |||||||
Eighth Amendment to Revolving Credit Facility | ||||||||
Long-term debt | ||||||||
Maximum borrowing capacity | $ 300,000,000 | 210,000,000 | ||||||
Debt instrument face amount after accordion option | $ 500,000,000 | |||||||
Credit Revolver Amendment 2021 | ||||||||
Long-term debt | ||||||||
Maximum borrowing capacity | $ 210,000,000 | $ 200,000,000 | ||||||
Aggregate borrowing capacity, additional commitments | 300,000,000 | |||||||
2026 Term Loan | ||||||||
Long-term debt | ||||||||
Proceeds from Lines of Credit | $ 15,000,000 | |||||||
Outstanding Principal | $ 65,000,000 | 50,000,000 | ||||||
Aggregate borrowing capacity, additional commitments | $ 65,000,000 | $ 150,000,000 | ||||||
2026 Term Loan | SOFR | ||||||||
Long-term debt | ||||||||
Debt instrument, variable rate, adjustment (as a percent) | 0.10% | |||||||
2026 Term Loan | SOFR | Minimum | ||||||||
Long-term debt | ||||||||
Margin added to variable rate basis (as a percent) | 1.25% | |||||||
2026 Term Loan | SOFR | Maximum | ||||||||
Long-term debt | ||||||||
Margin added to variable rate basis (as a percent) | 2.20% | |||||||
2027 Term loan | ||||||||
Long-term debt | ||||||||
Maximum borrowing capacity | $ 400,000,000 | |||||||
Outstanding Principal | $ 100,000,000 | $ 100,000,000 | ||||||
2027 Term loan | SOFR | ||||||||
Long-term debt | ||||||||
Debt instrument, variable rate, adjustment (as a percent) | 0.10% | |||||||
2027 Term loan | SOFR | Minimum | ||||||||
Long-term debt | ||||||||
Margin added to variable rate basis (as a percent) | 1.25% | |||||||
2027 Term loan | SOFR | Maximum | ||||||||
Long-term debt | ||||||||
Margin added to variable rate basis (as a percent) | 2.20% |
LONG-TERM DEBT - Mortgage Notes
LONG-TERM DEBT - Mortgage Notes Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 03, 2022 |
Debt Instrument [Line Items] | ||
Outstanding Principal | $ 466,984 | |
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 | 12 Months Ended | ||||||
Feb. 16, 2023 USD ($) | Apr. 15, 2020 USD ($) $ / shares | Jan. 29, 2020 $ / shares | Mar. 31, 2023 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Mar. 15, 2020 | |
Long-term debt | ||||||||
Outstanding Principal | $ 466,984,000 | |||||||
Unamortized debt discount of notes | 324,000 | |||||||
Outstanding amount | 465,130,000 | $ 445,583,000 | ||||||
3.875% Convertible Senior Notes due 2025 | ||||||||
Long-term debt | ||||||||
Outstanding Principal | $ 51,034,000 | |||||||
Interest rate (as a percent) | 3.875% | 3.875% | 3.875% | |||||
Outstanding amount | $ 50,710,000 | $ 75,000,000 | $ 50,670,000 | |||||
2025 Notes maturing on April 15, 2025 | ||||||||
Long-term debt | ||||||||
Debt instrument conversion ratio | 12.7910 | 63.4237 | ||||||
Threshold principal amount for adjusted conversion price | $ 1,000 | $ 1,000 | ||||||
Conversion price per share (in dollars per share) | $ / shares | $ 78.18 | $ 15.77 | ||||||
Repurchase of notes | $ 11,400,000 | 12,500,000 | ||||||
Unamortized debt discount of notes | 1,600,000 | 2,600,000 | ||||||
Gain (Loss) on Extinguishment of Debt | $ (2,900,000) | $ 1,100,000 | ||||||
Premium initial conversion price | 20% | |||||||
Closing share price (in dollars per share) | $ / shares | $ 65.15 | |||||||
Dividends Declared and Paid - Common Stock (in dollars per share) | $ / shares | $ 0.13 | |||||||
Sinking fund provided | $ 0 | |||||||
Outstanding amount | 51,000,000 | |||||||
2025 Notes Repurchase Program | Maximum | ||||||||
Long-term debt | ||||||||
Repurchase of notes | $ 4,740,000 | |||||||
Notes redemption percentage | 117% | |||||||
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 | $ 300,000 |
LONG-TERM DEBT - Components (De
LONG-TERM DEBT - Components (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 03, 2022 | Dec. 31, 2020 | Mar. 15, 2020 |
Long-term debt | |||||
Long-term debt | $ 465,130 | $ 445,583 | |||
Financing Costs, net of Accumulated Amortization | (1,530) | (1,637) | |||
Credit Facility | |||||
Long-term debt | |||||
Long-term debt | 133,150 | 113,750 | |||
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 | |||
2028 Term Loan | |||||
Long-term debt | |||||
Long-term debt | 100,000 | 100,000 | |||
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 | $ 50,710 | $ 50,670 | $ 75,000 | ||
Long-term debt due within one year | |||||
Interest rate (as a percent) | 3.875% | 3.875% | 3.875% | ||
Mortgage Note Payable | |||||
Long-term debt | |||||
Long-term debt | $ 17,800 | $ 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 | Mar. 31, 2023 USD ($) |
Payments applicable to reduction of principal amounts | |
2025 | $ 51,034 |
2026 | 82,800 |
2027 | 233,150 |
2028 | 100,000 |
Total Long-Term Debt - Face Value | $ 466,984 |
LONG-TERM DEBT - Carrying Value
LONG-TERM DEBT - Carrying Value (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
LONG-TERM DEBT | ||
Current Face Amount | $ 466,984 | |
Unamortized Discount on Convertible Debt | (324) | |
Financing Costs, net of Accumulated Amortization | (1,530) | $ (1,637) |
Total Long-Term Debt | $ 465,130 | $ 445,583 |
LONG-TERM DEBT - Financing Cost
LONG-TERM DEBT - Financing Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
LONG-TERM DEBT | ||
Deferred financing costs, net | $ 1,530 | $ 1,637 |
Financing Costs, Net of Accumulated Amortization | $ 1,948 | $ 2,051 |
LONG-TERM DEBT - Interest Expen
LONG-TERM DEBT - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
LONG-TERM DEBT | ||
Interest expense | $ 4,352 | $ 1,668 |
Amortization of Deferred Financing Costs | 241 | 165 |
Amortization of Discount on Convertible Notes | 39 | 69 |
Total Interest Expense | 4,632 | 1,902 |
Total Interest Paid | 4,268 | 1,087 |
Interest capitalized | $ 100 | $ 0 |
INTEREST RATE SWAPS (Details)
INTEREST RATE SWAPS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||||
Mar. 31, 2023 | Mar. 31, 2022 | Jan. 31, 2023 | Sep. 30, 2022 | Nov. 05, 2021 | Aug. 31, 2021 | Mar. 10, 2021 | |
Derivative [Line Items] | |||||||
Derivative Asset, Statement of Financial Position | Other Assets-See Note 11 | Other Assets-See Note 11 | |||||
Derivative Liability, Statement of Financial Position | Accrued and Other Liabilities-See Note 17 | Accrued and Other Liabilities-See Note 17 | |||||
Interest Rate Swap | |||||||
Derivative [Line Items] | |||||||
Effectiveness of interest rate cash flow hedge (as a percent) | 100% | 100% | |||||
Designated as a hedge | Interest Rate Swap | 2026 Term Loan | |||||||
Derivative [Line Items] | |||||||
Derivative fixed interest rate (as a percent) | 0.12% | ||||||
Derivative basis spread rate (as a percent) | 0.10% | ||||||
Notional amount | $ 50,000 | ||||||
Fair value of interest rate swap agreement to hedge cash flows, assets | $ 2,206 | ||||||
Designated as a hedge | Interest Rate Swap | 2026 Term Loan One | |||||||
Derivative [Line Items] | |||||||
Derivative fixed interest rate (as a percent) | 1.44% | ||||||
Derivative basis spread rate (as a percent) | 0.10% | ||||||
Notional amount | $ 50,000 | ||||||
Fair value of interest rate swap agreement to hedge cash flows, assets | 1,531 | ||||||
Designated as a hedge | Interest Rate Swap | 2026 Term Loan Two | |||||||
Derivative [Line Items] | |||||||
Derivative fixed interest rate (as a percent) | 0.70% | ||||||
Derivative basis spread rate (as a percent) | 0.10% | ||||||
Notional amount | 15,000 | ||||||
Fair value of interest rate swap agreement to hedge cash flows, assets | $ 1,231 | ||||||
Designated as a hedge | Interest Rate Swap | 2027 Term loan | |||||||
Derivative [Line Items] | |||||||
Derivative fixed interest rate (as a percent) | 0.64% | 0.64% | |||||
Derivative basis spread rate (as a percent) | 0.10% | ||||||
Notional amount | $ 100,000 | ||||||
Fair value of interest rate swap agreement to hedge cash flows, assets | $ 3,908 | ||||||
Designated as a hedge | Interest Rate Swap | 2027 Term Loan One | |||||||
Derivative [Line Items] | |||||||
Derivative fixed interest rate (as a percent) | 1.35% | ||||||
Derivative basis spread rate (as a percent) | 0.10% | ||||||
Notional amount | $ 100,000 | ||||||
Fair value of interest rate swap agreement to hedge cash flows, assets | 4,354 | ||||||
Designated as a hedge | Interest Rate Swap | 2028 Term Loan | |||||||
Derivative [Line Items] | |||||||
Derivative fixed interest rate (as a percent) | 3.78% | ||||||
Derivative basis spread rate (as a percent) | 0.10% | ||||||
Notional amount | 50,000 | ||||||
Fair value of interest rate swap agreement to hedge cash flows, liabilities | (979) | ||||||
Designated as a hedge | Interest Rate Swap | 2028 Term Loan One | |||||||
Derivative [Line Items] | |||||||
Derivative fixed interest rate (as a percent) | 3.78% | ||||||
Derivative basis spread rate (as a percent) | 0.10% | ||||||
Notional amount | 50,000 | ||||||
Fair value of interest rate swap agreement to hedge cash flows, liabilities | (989) | ||||||
Designated as a hedge | Interest Rate Swap | Credit Facility | |||||||
Derivative [Line Items] | |||||||
Notional amount | 100,000 | ||||||
Designated as a hedge | Interest Rate Swap | Credit Facility One | |||||||
Derivative [Line Items] | |||||||
Derivative fixed interest rate (as a percent) | 3.27% | ||||||
Derivative basis spread rate (as a percent) | 0.10% | ||||||
Notional amount | 50,000 | ||||||
Fair value of interest rate swap agreement to hedge cash flows, liabilities | (163) | ||||||
Designated as a hedge | Interest Rate Swap | Credit Facility Two | |||||||
Derivative [Line Items] | |||||||
Derivative fixed interest rate (as a percent) | 3.26% | ||||||
Derivative basis spread rate (as a percent) | 0.10% | ||||||
Notional amount | 33,000 | ||||||
Fair value of interest rate swap agreement to hedge cash flows, liabilities | (91) | ||||||
Designated as a hedge | Interest Rate Swap | Credit Facility Three | |||||||
Derivative [Line Items] | |||||||
Derivative fixed interest rate (as a percent) | 3.36% | ||||||
Derivative basis spread rate (as a percent) | 0.10% | ||||||
Notional amount | 17,000 | ||||||
Fair value of interest rate swap agreement to hedge cash flows, liabilities | $ (138) |
ACCRUED AND OTHER LIABILITIES -
ACCRUED AND OTHER LIABILITIES - Components (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued and Other Liabilities | ||
Accrued Property Taxes | $ 2,264 | $ 716 |
Reserve for Tenant Improvements | 5,063 | 6,186 |
Tenant Security Deposits | 2,620 | 2,719 |
Accrued Construction Costs | 650 | 903 |
Accrued Interest | 1,028 | 872 |
Environmental Reserve | 67 | 67 |
Cash Flow Hedge - Interest Rate Swaps | (2,360) | (397) |
Operating Leases - Liability | 497 | 64 |
Other | 4,265 | 6,104 |
Total Accrued and Other Liabilities | $ 18,814 | $ 18,028 |
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 (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
ACCRUED AND OTHER LIABILITIES | |
Tenant Improvement Allowances and Leasing Commissions | $ 7.4 |
Payment of tenant improvement allowances and leasing commissions | 2.3 |
Remaining reserve for tenant improvements | $ 5.1 |
DEFERRED REVENUE (Details)
DEFERRED REVENUE (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
DEFERRED REVENUE | ||
Prepaid Rent | $ 4,704 | $ 3,951 |
Interest Reserve from Commercial Loans and Investments | 1,351 | 1,262 |
Tenant Contributions | 509 | 522 |
Total Deferred Revenue | $ 6,564 | $ 5,735 |
STOCK-BASED COMPENSATION - All
STOCK-BASED COMPENSATION - All Equity and Liability Classified Award Activity (Details) | 3 Months Ended |
Mar. 31, 2023 shares | |
Shares | |
Nonvested (in shares) | 442,326 |
Granted (in shares) | 179,757 |
Vested / Exercised (in shares) | (146,370) |
Forfeited (in shares) | (240) |
Nonvested (in shares) | 475,473 |
January 28, 2017 | Performance Shares | |
Shares | |
Nonvested (in shares) | 230,247 |
Granted (in shares) | 88,754 |
Vested / Exercised (in shares) | (72,141) |
Nonvested (in shares) | 246,860 |
Three-Year Vesting | Restricted Shares [Member] | |
Shares | |
Nonvested (in shares) | 212,079 |
Granted (in shares) | 91,003 |
Vested / Exercised (in shares) | (74,229) |
Forfeited (in shares) | (240) |
Nonvested (in shares) | 228,613 |
STOCK-BASED COMPENSATION - Reco
STOCK-BASED COMPENSATION - Recognized in Financial Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
STOCK-BASED COMPENSATION | ||
Total Cost of Share-Based Plans Charged Against Income | $ 1,072 | $ 906 |
STOCK-BASED COMPENSATION - Perf
STOCK-BASED COMPENSATION - Performance Share Awards - Peer Group Market Condition Vesting (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Shares | |
Nonvested (in shares) | 442,326 |
Granted (in shares) | 179,757 |
Vested (in shares) | (146,370) |
Forfeited (in shares) | (240) |
Nonvested (in shares) | 475,473 |
Performance Shares | January 28, 2017 | |
Stock-based compensation | |
Performance period | 3 years |
Shares | |
Nonvested (in shares) | 230,247 |
Granted (in shares) | 88,754 |
Vested (in shares) | (72,141) |
Nonvested (in shares) | 246,860 |
Weighted Average Fair Value | |
Nonvested (in dollars per share) | $ / shares | $ 16.85 |
Granted (in dollars per share) | $ / shares | 18.10 |
Vested (in dollars per share) | $ / shares | 14.17 |
Nonvested (in dollars per share) | $ / shares | $ 18.08 |
Compensation cost | |
Unrecognized compensation cost | $ | $ 2.7 |
Weighted average period of recognition of unrecognized compensation cost | 2 years 2 months 12 days |
Performance Shares | Minimum | January 28, 2017 | |
Stock-based compensation | |
Vesting percentage | 0% |
Performance Shares | Maximum | January 28, 2017 | |
Stock-based compensation | |
Vesting percentage | 150% |
STOCK-BASED COMPENSATION - Mark
STOCK-BASED COMPENSATION - Market Condition Restricted Shares - Stock Price Vesting (Details) | 3 Months Ended |
Mar. 31, 2023 shares | |
Stock-based compensation | |
Forfeited (in shares) | 240 |
Shares | |
Nonvested (in shares) | 442,326 |
Granted (in shares) | 179,757 |
Vested (in shares) | (146,370) |
Forfeited (in shares) | (240) |
Nonvested (in shares) | 475,473 |
STOCK-BASED COMPENSATION - Thre
STOCK-BASED COMPENSATION - Three Year Vest Restricted Shares (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Stock-based compensation | |
Granted (in shares) | 179,757 |
Shares | |
Nonvested (in shares) | 442,326 |
Granted (in shares) | 179,757 |
Vested (in shares) | (146,370) |
Forfeited (in shares) | (240) |
Nonvested (in shares) | 475,473 |
Three-Year Vesting | Restricted Shares [Member] | |
Stock-based compensation | |
Granted (in shares) | 91,003 |
Shares | |
Nonvested (in shares) | 212,079 |
Granted (in shares) | 91,003 |
Vested (in shares) | (74,229) |
Forfeited (in shares) | (240) |
Nonvested (in shares) | 228,613 |
Weighted Average Fair Value | |
Nonvested (in dollars per share) | $ / shares | $ 17.97 |
Granted (in dollars per share) | $ / shares | 19.24 |
Vested (in dollars per share) | $ / shares | 16 |
Forfeited (in dollars per share) | $ / shares | 18.88 |
Nonvested (in dollars per share) | $ / shares | $ 19.12 |
Compensation cost | |
Unrecognized compensation cost | $ | $ 3.8 |
Weighted average period of recognition of unrecognized compensation cost | 2 years 3 months 18 days |
STOCK-BASED COMPENSATION - Non-
STOCK-BASED COMPENSATION - Non-Employee Director Stock Compensation (Details) - Share-based Payment Arrangement, Nonemployee - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
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 | $ 200 | $ 300 |
Expense recognized (in shares) | 12,764 | 14,112 |
Annual award received | $ 200 | $ 200 |
INCOME TAXES (Details)
INCOME TAXES (Details) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 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 | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
COMMITMENTS AND CONTINGENCIES | |
Total Commitment | $ 30,091 |
Less Amount Funded | (10,821) |
Remaining Commitment | $ 19,270 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Construction Loans (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) loan | Dec. 31, 2022 USD ($) | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||
Unfunded construction loans | $ 47,880 | $ 32,073 |
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 | 1 | |
Unfunded construction loans | $ 4,300 |
BUSINESS SEGMENT DATA - Descrip
BUSINESS SEGMENT DATA - Description (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 loan segment | Mar. 31, 2022 | Dec. 31, 2022 | |
BUSINESS SEGMENT DATA | |||
Number of operating segment | segment | 4 | ||
Number of commercial loan investment | 3 | ||
Commercial Real Estate Portfolio Segment | |||
BUSINESS SEGMENT DATA | |||
Number of commercial loan investment | 3 | ||
Number of preferred equity investments | 1 | ||
Product concentration | Identifiable Assets [Member] | Income Properties | |||
BUSINESS SEGMENT DATA | |||
Percentage of total | 91% | 91% | |
Product concentration | Base Rent Revenues | Income Properties | |||
BUSINESS SEGMENT DATA | |||
Percentage of total | 90.80% | 88.10% |
BUSINESS SEGMENT DATA - Summary
BUSINESS SEGMENT DATA - Summary of Operations in Different Segments (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
BUSINESS SEGMENT DATA | |||
Total Revenues | $ 24,717,000 | $ 17,210,000 | |
Total Operating Income | 2,957,000 | 3,486,000 | |
Provision for Impairment | (479,000) | ||
Loss on Disposition of Assets | (245,000) | ||
Depreciation and Amortization | 10,316,000 | 6,369,000 | |
Capital Expenditures | 23,859,000 | 40,515,000 | |
Identifiable Assets | 981,254,000 | $ 986,545,000 | |
Operating Segments | |||
BUSINESS SEGMENT DATA | |||
Provision for Impairment | (479,000) | ||
Loss on Disposition of Assets | (245,000) | ||
General and Corporate Expense | |||
BUSINESS SEGMENT DATA | |||
Total Operating Income | (14,043,000) | (9,412,000) | |
Depreciation and Amortization | 14,000 | 13,000 | |
Capital Expenditures | 25,000 | 16,000 | |
Identifiable Assets | 31,852,000 | 46,438,000 | |
Income Properties | |||
BUSINESS SEGMENT DATA | |||
Total Revenues | 22,432,000 | 15,168,000 | |
Provision for Impairment | 0 | 0 | |
Income Properties | Operating Segments | |||
BUSINESS SEGMENT DATA | |||
Total Operating Income | 15,279,000 | 11,152,000 | |
Depreciation and Amortization | 10,302,000 | 6,356,000 | |
Capital Expenditures | 7,773,000 | 40,499,000 | |
Identifiable Assets | 896,537,000 | 902,427,000 | |
Management Fee Income | |||
BUSINESS SEGMENT DATA | |||
Total Revenues | 1,098,000 | 936,000 | |
Management Fee Income | Operating Segments | |||
BUSINESS SEGMENT DATA | |||
Total Operating Income | 1,098,000 | 936,000 | |
Capital Expenditures | 0 | 0 | |
Identifiable Assets | 1,505,000 | 1,370,000 | |
Interest Income From Commercial Loans and Investments | |||
BUSINESS SEGMENT DATA | |||
Total Revenues | 795,000 | 718,000 | |
Provision for Impairment | (500,000) | 0 | |
Interest Income From Commercial Loans and Investments | Operating Segments | |||
BUSINESS SEGMENT DATA | |||
Total Operating Income | 795,000 | 718,000 | |
Capital Expenditures | 16,061,000 | ||
Identifiable Assets | 47,368,000 | 32,269,000 | |
Real Estate Operations | |||
BUSINESS SEGMENT DATA | |||
Total Revenues | 392,000 | 388,000 | |
Capital Expenditures | 0 | 0 | |
Real Estate Operations | Operating Segments | |||
BUSINESS SEGMENT DATA | |||
Total Operating Income | 307,000 | $ 337,000 | |
Identifiable Assets | $ 3,992,000 | $ 4,041,000 |
ASSETS HELD FOR SALE (Details)
ASSETS HELD FOR SALE (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets held for sale | ||
Property, Plant, and Equipment-Net | $ 906 | |
Intangible Lease Assets - Net | 209 | |
Total Assets Held for Sale | $ 1,115 | $ 0 |