0001558370-20-012158 | 10-Q | XBRL Viewer | Alpine Income Property Trust INC

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2020	Oct. 23, 2020
Cover [Abstract]
Entity Central Index Key	0001786117
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2020
Document Transition Report	false
Entity File Number	001-39143
Entity Registrant Name	ALPINE INCOME PROPERTY TRUST, INC.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	84-2769895
Entity Address, Address Line One	1140 N. Williamson Blvd.
Entity Address, Address Line Two	Suite 140
Entity Address, City or Town	Daytona Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32114
City Area Code	386
Local Phone Number	274-2202
Title of 12(b) Security	COMMON STOCK, $0.01 PAR VALUE
Trading Symbol	PINE
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		7,458,755
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONSOLIDATED AND BALANCE SHEETS - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Real Estate:
Total Real Estate, at cost	$ 210,385,171	$ 128,456,692
Less, Accumulated Depreciation	(4,717,615)	(416,235)
Real Estate—Net	205,667,556	128,040,457
Cash and Cash Equivalents	1,885,906	12,341,978
Intangible Lease Assets—Net	35,007,647	22,357,633
Straight-Line Rent Adjustment	1,735,570	68,016
Deferred Expenses		577,272
Other Assets	1,372,908	787,317
Total Assets	245,669,587	164,172,673
Liabilities:
Accounts Payable, Accrued Expenses, and Other Liabilities	2,892,550	1,471,722
Prepaid Rent and Deferred Revenue	1,131,678	87,481
Intangible Lease Liabilities—Net	2,910,877	1,908,193
Long-Term Debt	87,853,998
Total Liabilities	94,789,103	3,467,396
Commitments and Contingencies
Equity:
Preferred Stock, $0.01 par value per share, 100 million shares authorized, no shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively
Common Stock, $0.01 par value per share, 500 million shares authorized, 7,455,281 shares issued and outstanding as of September 30, 2020 and 7,902,737 shares issued and outstanding December 31, 2019	79,115	79,027
Additional Paid-in Capital	133,105,087	137,947,575
Dividends in Excess of Net Income	(4,992,404)	(497,508)
Accumulated Other Comprehensive Loss	(618,563)
Stockholders' Equity	127,573,235	137,529,094
Noncontrolling Interest	23,307,249	23,176,183
Total Equity	150,880,484	160,705,277
Total Liabilities and Equity	245,669,587	164,172,673
Land
Real Estate:
Total Real Estate, at cost	78,623,631	54,386,511
Buildings and Improvements
Real Estate:
Total Real Estate, at cost	$ 131,761,540	$ 74,070,181

CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenues:
Lease Income	$ 5,100,803	$ 3,379,595	$ 13,862,514	$ 9,426,482
Total Revenues	5,100,803	3,379,595	13,862,514	9,426,482
Operating Expenses:
Real Estate Expenses	553,482	386,965	1,703,955	1,138,539
General and Administrative Expenses	(1,119,807)	(564,251)	(3,535,608)	(1,415,330)
Depreciation and Amortization	(2,694,778)	(1,429,640)	(7,003,602)	(3,946,794)
Total Operating Expenses	4,368,067	2,380,856	12,243,165	6,500,663
Gain on Disposition of Assets	287,375		287,375
Net Income from Operations	1,020,111	998,739	1,906,724	2,925,819
Interest Expense	384,360		976,648
Net Income	635,751	998,739	930,076	2,925,819
Less: Net Income Attributable to Noncontrolling Interest	(89,648)		(131,066)
Net Income Attributable to Alpine Income Property Trust, Inc.	$ 546,103	$ 998,739	$ 799,010	$ 2,925,819
Net Income
Basic (in dollars per share)	$ 0.07		$ 0.10
Diluted (in dollars per share)	$ 0.06		$ 0.09
Weighted Average Number of Common Shares:
Basic (in shares)	7,455,281		7,632,660
Diluted (in shares)	8,679,135		8,856,514
Dividends Declared and Paid (in dollars per share)	$ 0.20		$ 0.60

CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net Income Attributable to Alpine Income Property Trust, Inc.	$ 546,103	$ 998,739	$ 799,010	$ 2,925,819
Other Comprehensive Income (Loss)
Cash Flow Hedging Derivative - Interest Rate Swap	28,319		(618,563)
Total Other Comprehensive Income (Loss)	28,319		(618,563)
Total Comprehensive Income (Loss)	$ 574,422	$ 998,739	$ 180,447	$ 2,925,819

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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CONSOLIDATED COMBINED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($)	Predecessor Equity	Common Stock at Par	Additional Paid-In Capital	Dividends in Excess of Net Income	Accumulated Other Comprehensive Loss	Stockholders' Equity	Noncontrolling Interest	Total
Balance at Dec. 31, 2018	$ 124,189,096					$ 124,189,096		$ 124,189,096
Increase (decrease) in shareholders' equity
Net Income	2,925,819					2,925,819		2,925,819
Stock Compensation Expense from Consolidated-Tomoka Land Co.	438,603					438,603		438,603
Net Transactions with Consolidated-Tomoka Land Co.	20,024,397					20,024,397		20,024,397
Balance at Sep. 30, 2019	147,577,915					147,577,915		147,577,915
Balance at Jun. 30, 2019	141,550,624					141,550,624		141,550,624
Increase (decrease) in shareholders' equity
Net Income	998,739					998,739		998,739
Stock Compensation Expense from Consolidated-Tomoka Land Co.	166,778					166,778		166,778
Net Transactions with Consolidated-Tomoka Land Co.	4,861,774					4,861,774		4,861,774
Balance at Sep. 30, 2019	$ 147,577,915					147,577,915		147,577,915
Balance at Dec. 31, 2019		$ 79,027	$ 137,947,575	$ (497,508)		137,529,094	$ 23,176,183	160,705,277
Balance at Jun. 30, 2020		79,081	133,037,076	(3,802,680)	$ (646,882)	128,666,595	23,217,601	151,884,196
Balance at Dec. 31, 2019		79,027	137,947,575	(497,508)		137,529,094	23,176,183	160,705,277
Increase (decrease) in shareholders' equity
Net Income				799,010		799,010	131,066	930,076
Stock Repurchase			(5,013,684)			(5,013,684)		(5,013,684)
Stock Issuance to Directors		88	171,196			171,284		171,284
Cash Dividend				(5,293,906)		(5,293,906)		(5,293,906)
Other Comprehensive Income (Loss)					(618,563)	(618,563)		(618,563)
Balance at Sep. 30, 2020		79,115	133,105,087	(4,992,404)	(618,563)	127,573,235	23,307,249	150,880,484
Balance at Jun. 30, 2020		79,081	133,037,076	(3,802,680)	(646,882)	128,666,595	23,217,601	151,884,196
Increase (decrease) in shareholders' equity
Net Income				546,103		546,103	89,648	635,751
Stock Issuance to Directors		34	68,011			68,045		68,045
Cash Dividend				(1,735,827)		(1,735,827)		(1,735,827)
Other Comprehensive Income (Loss)					28,319	28,319		28,319
Balance at Sep. 30, 2020		$ 79,115	$ 133,105,087	$ (4,992,404)	$ (618,563)	$ 127,573,235	$ 23,307,249	$ 150,880,484

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

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- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

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+ Details

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended	9 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2019
Cash Flow from Operating Activities:
Net Income	$ 635,751	$ 930,076	$ 2,925,819
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation and Amortization		7,003,602	3,946,794
Amortization of Intangible Assets and Liabilities to Lease Income	(28,679)	(76,853)	(193,018)
Loan Cost Amortization included in Interest Expense	44,000	132,327
Amortization of Deferred Expenses to Lease Income			226,823
Gain on Disposition of Property, Plant, and Equipment		(287,375)
Non-Cash Compensation		171,284	438,603
Decrease (Increase) in Assets:
Straight-Line Rent Adjustment		(1,236,699)	(335,982)
COVID-19 Deferred Rent		(538,351)
Deferred Expenses			(411)
Other Assets		(589,098)	(92,413)
Increase (Decrease) in Liabilities:
Accounts Payable, Accrued Expenses, and Other Liabilities		802,265	119,645
Prepaid Rent and Deferred Revenue		1,044,197	(7,216)
Net Cash Provided By Operating Activities		7,355,375	7,028,644
Cash Flow from Investing Activities:
Acquisition of Real Estate		(100,735,751)	(27,001,032)
Proceeds from Disposition of Property, Plant, and Equipment		4,932,951
Net Cash Used In Investing Activities		(95,802,800)	(27,001,032)
Cash Flow from Financing Activities:
Draws on Credit Facility		95,000,000
Payments on Credit Facility		(6,691,146)
Repurchase of Common Stock		(5,013,684)
Net Transactions with CTO Realty Growth, Inc.			20,024,397
Cash Paid for Loan Fees		(9,911)
Dividends Paid		(5,293,906)
Net Cash Provided By Financing Activities		77,991,353	20,024,397
Net Increase (Decrease) in Cash		(10,456,072)	52,009
Cash, Beginning of Period		12,341,978	8,258
Cash, End of Period	$ 1,885,906	$ 1,885,906	$ 60,267

BUSINESS AND ORGANIZATION

9 Months Ended

Sep. 30, 2020

BUSINESS AND ORGANIZATION

BUSINESS AND ORGANIZATION

NOTE 1. BUSINESS AND ORGANIZATION

BUSINESS

Alpine Income Property Trust, Inc. (the “Company” or “PINE”) is a real estate company that owns and operates a high-quality portfolio of single-tenant commercial properties. The terms “us,” “we,” “our,” and “the Company” as used in this report refer to Alpine Income Property Trust, Inc. together with our consolidated subsidiaries.

Our portfolio consists of 45 single-tenant, primarily net leased retail and office properties located in 32 markets in 17 states. All of the properties in our portfolio are subject to long-term, primarily triple-net leases, which generally require the tenant to pay all of the property operating expenses such as real estate taxes, insurance, assessments and other governmental fees, utilities, repairs and maintenance and certain capital expenditures.

The Company has no employees and is externally managed by Alpine Income Property Manager, LLC, a Delaware limited liability company and a wholly owned subsidiary of CTO Realty Growth, Inc. (our “Manager”). CTO Realty Growth, Inc. (NYSE American: CTO) is a Florida corporation that is a publicly traded, diversified real estate operating company and the sole member of our Manager (“CTO”).

COVID-19 PANDEMIC

In March 2020, the World Health Organization declared the outbreak of the novel coronavirus as a pandemic (the “COVID-19 Pandemic”), which has spread throughout the United States. The spread of the COVID-19 Pandemic has continued to cause significant volatility in the U.S. and international markets, and in many industries, business activity has experienced periods of almost complete shutdown. There continues to be uncertainty around the duration and severity of business disruptions related to the COVID-19 Pandemic, as well as its impact on the U.S. economy and international economies.

The Company collected 100% of the Contractual Base Rent due for the three months ended September 30, 2020. Contractual Base Rent (“CBR”) represents the amount owed to the Company under the current terms of its lease agreements. The Company has previously agreed to defer or abate certain CBRs in exchange for additional lease term or other lease enhancing additions that equated to approximately 6% of contractual rents. Additionally, the portfolio remains 100% occupied as of September 30, 2020. In general, the repayment of the deferred CBR began in the third quarter of 2020, with ratable payments continuing, in some cases, through the end of 2021. The Company has not yet reached an agreement with a tenant responsible for approximately 2% of CBR due during the three months ended June 30, 2020, however, this tenant has made 100% of its CBR payments due for the three months ended September 30, 2020. See Note 17, “Subsequent Events” for the Company’s disclosure related to October 2020 rent collections.

An assessment of the current or identifiable potential financial and operational impacts on the Company as a result of the COVID-19 Pandemic are as follows:

When the pandemic was declared, given the uncertainties created by the COVID-19 Pandemic and the impact on the capital markets, the U.S. economy, and PINE’s tenants, the Company temporarily suspended its activities directed at identifying additional acquisition opportunities. Towards the end of the second quarter of 2020, the Company reached agreements with tenants for rent deferrals and abatements and the Company completed the acquisition of two properties for an aggregate purchase price of approximately $28.6 million. During the third quarter of 2020, the Company completed the acquisition of fifteen properties for an aggregate purchase price of approximately $23.9 million, for total year-to-date acquisitions of approximately $99.3 million.

As a result of the outbreak of the COVID-19 Pandemic, the federal government and the State of Florida issued orders encouraging everyone to remain at their residence and not go into work. In response to these orders and in the best interest of our Manager’s employees and our directors, our Manager implemented significant preventative measures to ensure the health and safety of its employees and our Board of Directors (the “Board”), including: conducting all meetings of our Board and Committees of the Board telephonically or via a visual conferencing service, permitting its employees to work from home at their election, enforcing appropriate social distancing practices in our Manager’s office, encouraging its employees to wash their hands often and use face masks and providing hand sanitizer and other disinfectant products throughout their office, requiring its employees who do not feel well, in any capacity, to stay at home, and requiring all third-party delivery services (e.g. mail, food delivery, etc.) to complete their service outside the front door of its offices. Our Manager also offered COVID-19 testing to its employees in our Manager’s office to ensure a safe working environment.

ORGANIZATION

The Company is a Maryland corporation that was formed on August 19, 2019. On November 26, 2019, the Company closed its initial public offering (“IPO”) of shares of its common stock (the “Offering”) as well as a concurrent private placement of shares of common stock to CTO. Net proceeds from the Offering and the concurrent CTO Private Placement (defined below) were used to purchase 15 single-tenant properties from CTO. Additionally, CTO contributed to Alpine Income Property OP, LP, the Company’s operating partnership (the “Operating Partnership”), five additional single-tenant properties in exchange for operating partnership units (“OP Units”).

The price per share paid in the Offering and the concurrent private placement was $19.00 (the “IPO Price”). The Offering raised $142.5 million in gross proceeds from the issuance of 7,500,000 shares of our common stock. We also raised $7.5 million from the concurrent private placement to CTO from the issuance of 394,737 shares of our common stock (“CTO Private Placement”). Included in the $142.5 million Offering was CTO’s purchase of 421,053 shares of our common stock for $8.0 million, representing a cash investment by CTO of $15.5 million. Approximately $125.9 million of proceeds from the Offering were utilized to acquire 15 properties in our initial portfolio. The remaining five properties in our initial portfolio were contributed by CTO in exchange for 1,223,854 OP Units of the Operating Partnership for a value of approximately $23.3 million based on the IPO Price. The Company incurred a total of approximately $12.0 million of transaction costs, which included underwriting fees of approximately $9.4 million. Upon completion of the Offering, the concurrent CTO Private Placement, and the other transactions executed at the time of our listing on the New York Stock Exchange (the “NYSE”) under the symbol “PINE” (collectively defined as the “Formation Transactions”), CTO owned approximately 22.3% of our outstanding common stock (assuming the OP Units issued to CTO in the Formation Transactions are exchanged for shares of our common stock on a one-for-one basis).

We conduct the substantial majority of our operations through the Operating Partnership. Our wholly owned subsidiary, Alpine Income Property GP, LLC (“PINE GP”), is the sole general partner of the Operating Partnership. Substantially all of our assets are held by, and our operations are conducted through, the Operating Partnership. As of September 30, 2020, we have a total ownership interest in the Operating Partnership of approximately 85.9%, with CTO holding, directly and indirectly, a 14.1% ownership interest in the Operating Partnership. Our interest in the Operating Partnership generally entitles us to share in cash distributions from, and in the profits and losses of, the Operating Partnership in proportion to our percentage ownership. We, through PINE GP, generally have the exclusive power under the partnership agreement to manage and conduct the business and affairs of the Operating Partnership, subject to certain approval and voting rights of the limited partners. Our Board manages our business and affairs.

The Company has elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) commencing with its short taxable year beginning on November 26, 2019 and ending on December 31, 2019. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Company’s annual REIT taxable income, without regard to the dividends paid deduction or net capital gain, to its stockholders (which is computed and which does not necessarily equal net income as calculated in accordance with generally accepted accounting principles). As a REIT, the Company is generally not subject to U.S. federal corporate income tax to the extent of its distributions to stockholders. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax on its taxable income at regular corporate rates and generally will not be permitted to qualify for treatment as a REIT for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants the Company relief under certain statutory provisions. Such an event could materially adversely affect the Company’s net income and net cash available for distribution to stockholders. Even if the Company qualifies for taxation as a REIT, the Company may be subject to state and local taxes on its income and property and federal income and excise taxes on its undistributed income.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period presented. Actual results could differ from those estimates.

Among other factors, fluctuating market conditions that can exist in the national real estate markets and the volatility and uncertainty in the financial and credit markets make it possible that the estimates and assumptions, most notably those related to PINE’s investment in income properties, could change materially due to continued volatility in the real estate and financial markets, or as a result of a significant dislocation in those markets.

REAL ESTATE

The Company’s real estate assets are primarily comprised of the income properties in its portfolio, and are stated at cost, less accumulated depreciation and amortization. Such income properties are depreciated on a straight-line basis over their estimated useful lives. Renewals and betterments are capitalized to the applicable income property accounts. The cost of maintenance and repairs is expensed as incurred. The cost of property retired or otherwise disposed of, and the related accumulated depreciation or amortization, are removed from the accounts, and any resulting gain or loss is recorded in the statement of operations. The amount of depreciation of real estate, exclusive of amortization related to intangible assets, recognized for the three and nine months ended September 30, 2020 was approximately $1.7 million and $4.4 million, respectively. The amount of depreciation of real estate, exclusive of amortization related to intangible assets, recognized for the three and nine months ended September 30, 2019 was approximately $946,000 and $2.6 million, respectively.

LONG-LIVED ASSETS

The Company follows Financial Accounting Standards Board (“FASB”) ASC Topic 360-10, Property, Plant, and Equipment in conducting its impairment analyses. The Company reviews the recoverability of long-lived assets, primarily real estate, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Examples of situations considered to be triggering events include: a substantial decline in operating cash flows during the period, a current or projected loss from operations, an income property not fully leased or leased at rates that are less than current market rates, and any other quantitative or qualitative events deemed significant by management. Long-lived assets are evaluated for impairment by using an undiscounted cash flow approach, which considers future estimated capital expenditures. Impairment of long-lived assets is measured at fair value less cost to sell.

PURCHASE ACCOUNTING FOR ACQUISITIONS OF REAL ESTATE SUBJECT TO A LEASE

Upon acquisition of real estate, the Company determines whether the transaction is a business combination, which is accounted for under the acquisition method, or an acquisition of assets. For both types of transactions, the Company recognizes and measures identifiable assets acquired, liabilities assumed and any noncontrolling interests in the acquiree based on their relative fair values. For business combinations, the Company recognizes and measures goodwill or gain from a bargain purchase, if applicable, and acquisition-related costs in the periods in which the costs are incurred. For acquisitions of assets, acquisition-related costs are capitalized on the Company's consolidated balance sheets. If the Company acquires real estate and simultaneously enters into a new lease of the real estate, the acquisition will be accounted for as an asset acquisition.

In accordance with ASC 805-10, Business Combinations, the fair value of the real estate acquired with in-place leases is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs, based in each case on their relative fair values.

The fair value of the tangible assets of an acquired leased property is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land, building and tenant improvements based on the determination of the fair values of these assets.

In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases, and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining term of the lease, including the probability of renewal periods. The capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. The capitalized below-market lease values are amortized as an increase to rental income over the initial term unless management believes that it is likely that the tenant will renew the lease upon expiration, in which case both the Company and the Predecessor amortize the value attributable to the renewal over the renewal period.

The aggregate value of other acquired intangible assets, consisting of in-place leases, is measured by the excess of (i) the purchase price paid for a property after adjusting existing in-place leases to market rental rates over (ii) the estimated fair value of the property as-if-vacant, determined as set forth above. The value of in-place leases and leasing costs, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining non-cancelable periods of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be written off. The value of tenant relationships is reviewed on individual transactions to determine if future value was derived from the acquisition.

INCOME PROPERTY LEASE REVENUE

The rental arrangements associated with the Company’s income property portfolio are classified as operating leases. The Company recognizes lease income on these properties on a straight-line basis over the term of the lease. Accordingly, contractual lease payment increases are recognized evenly over the term of the lease. The periodic difference between lease income recognized under this method and contractual lease payment terms (i.e., straight-line rent) is recorded as a deferred operating lease receivable and is included in straight-line rent adjustment on the accompanying consolidated balance sheets.

The collectability of tenant receivables and straight-line rent adjustments is determined based on, among other things, the aging of the tenant receivable, management’s evaluation of credit risk associated with the tenant and industry of the tenant, and a review of specifically identified accounts using judgment. As of September 30, 2020 and December 31, 2019, no allowance for doubtful accounts was required.

SALES TAX

Sales tax collected on lease payments is recognized as a liability in the accompanying consolidated balance sheets when collected. The liability is reduced at the time payment is remitted to the applicable taxing authority.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand, bank demand accounts, and money market accounts having original maturities of 90 days or less. The Company’s bank balances as of September 30, 2020 and December 31, 2019 include certain amounts over the Federal Deposit Insurance Corporation limits. The carrying value of cash and cash equivalents is reported at Level 1 in the fair value hierarchy, which represents valuation based upon quoted prices in active markets for identical assets or liabilities.

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITY

Effective April 30, 2020, in conjunction with the variable-rate Credit Facility (hereinafter defined in Note 9, “Long-Term Debt”), the Company entered into an Interest Rate Swap to fix the interest rate on $50 million of the outstanding Credit Facility balance (the “Interest Rate Swap”). The Company accounts for its cash flow hedging derivative in accordance with FASB ASC Topic 815-20, Derivatives and Hedging. Depending upon the Interest Rate Swap’s value at each balance sheet date, the derivative is included in either other assets or accounts payable, accrued expenses, and other liabilities on the consolidated balance sheet at its fair value. On the date the Interest Rate Swap was entered into, the Company designated the derivative as a hedge of the variability of cash flows to be paid related to the recognized long-term debt liabilities.

The Company formally documented the relationship between the hedging instrument and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge transaction. At the Interest Rate Swap’s inception, the Company formally assessed whether the derivative that is used in hedging the transaction is highly effective in offsetting changes in cash flows of the hedged item, and we will continue to do so on an ongoing basis. As the terms of the Interest Rate Swap and the associated debt are identical, the hedging instrument qualifies for the shortcut method, therefore, it is assumed that there is no hedge ineffectiveness throughout the entire term of the hedging instrument.

Changes in fair value of the hedging instrument that are highly effective and designated and qualified as cash-flow hedge are recorded in other comprehensive income and loss until earnings are affected by the variability in cash flows of the designated hedged item.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of the Company’s financial assets and liabilities including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses and other liabilities at September 30, 2020 and December 31, 2019, approximate fair value because of the short maturity of these instruments. The carrying value of the Credit Facility approximates current market rates for revolving credit arrangements with similar risks and maturities.

FAIR VALUE MEASUREMENTS

The Company’s estimates of fair value of financial and non-financial assets and liabilities is based on the framework established by GAAP. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. GAAP describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:

Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities.

Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models and similar techniques.

EARNINGS PER COMMON SHARE

Basic earnings per common share is computed by dividing net income attributable to the Company for the period by the weighted average number of shares outstanding for the period. Diluted earnings per common share is based on the assumption that the OP Units issued to CTO in the Formation Transactions are exchanged for shares of our common stock on a one-for-one basis.

INCOME TAXES

The Company has elected to be taxed as a REIT for U.S. federal income tax purposes under the Internal Revenue Code commencing with its short taxable year beginning on November 26, 2019 and ending on December 31, 2019. The Company believes that, commencing with such short taxable year, it has been organized and has operated in such a manner as to qualify for taxation as a REIT under the U.S. federal income tax laws. The Company intends to continue to operate in such a manner. As a REIT, the Company will be subject to U.S. federal and state income taxation at corporate rates on its net taxable income; the Company, however, may claim a deduction for the amount of dividends paid to its stockholders. Amounts distributed as dividends by the Company will be subject to taxation at the stockholder level only. While the Company must distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, to qualify as a REIT, the Company intends to distribute all of its net taxable income. The Company is allowed certain other non-cash deductions or adjustments, such as depreciation expense, when computing its REIT taxable income and distribution requirement. These deductions permit the Company to reduce its dividend payout requirement under U.S. federal income tax laws. Certain states may impose minimum franchise taxes. The Company may form one or more taxable REIT subsidiaries (“TRSs”), which will be subject to applicable U.S. federal, state and local corporate income tax on their taxable income. For the periods presented, the Company did not have any TRSs that would be subject to taxation.

STOCK-BASED COMPENSATION

The Company adopted the Individual Equity Incentive Plan (the “Individual Plan”) and the Manager Equity Incentive Plan (the “Manager Plan”), which are collectively referred to herein as the Equity Incentive Plans. The purpose of the Equity Incentive Plans is to provide equity incentive opportunities to members of the Manager’s management team and employees who perform services for the Company, the Company’s independent directors, advisers, consultants and other personnel, either individually or via grants of incentive equity to the Manager. The Equity Incentive Plans provide for grants of stock options, stock appreciation rights (“SARs”), stock awards, restricted stock units, cash awards, dividend equivalent rights, other equity-based awards, including long-term incentive plan units, and incentive awards. The Individual Plan is intended to provide a means through which the Company’s directors, officers, employees, consultants and advisors of the Company and its affiliates, as well as employees of the Manager and its affiliates who are providing services to the Company and its affiliates, can acquire and maintain an equity interest in the Company or be paid incentive compensation. The Manager Plan is intended to provide a means through which the Manager and its affiliates can acquire and maintain an equity interest in the Company, thereby strengthening their commitment to the welfare of the Company and aligning their interests with those of the Company’s stockholders.

A total of 684,494 shares of our common stock have been authorized for issuance under the Equity Incentive Plans. If an award granted under the Equity Incentive Plans expires, is forfeited or terminates, the shares of common stock subject to any portion of the award that expires, is forfeited or terminates without having been exercised or paid, as the case may be, will again become available for the issuance of additional awards. Shares of stock (i) surrendered or withheld in payment of the exercise price or taxes related to an award and (ii) covered by a SAR (without regard to the number of shares actually issued upon the exercise of such SAR) will not again be available for award under the Equity Incentive Plans. Unless previously terminated by the Board, no new award may be granted under the Equity Incentive Plans after November 18, 2029. The maximum aggregate compensation, including cash compensation and the grant date fair value of awards granted under the Individual Plan, to a non-employee director will not exceed $300,000 in any single calendar year.

Compensation cost is recognized on a straight-line basis over the vesting period and is included in general and administrative expenses in the Company’s consolidated and combined statements of operations. Award forfeitures, if any, are accounted for in the period in which they occur.

For the periods prior to November 26, 2019, Predecessor’s stock-based compensation expense, included in general and administrative expenses in the consolidated and combined statements of operations for the three and nine months ended September 30, 2019, reflected an allocation of a portion of the stock compensation expense of CTO for the applicable period.

CONCENTRATION OF CREDIT RISK

Certain of the tenants in the portfolio of 45 single-tenant properties accounted for more than 10% of total revenues during the nine months ended September 30, 2020 and 2019.

During the nine months ended September 30, 2020, the properties leased to Wells Fargo Bank, NA and Hilton Grand Vacations represented approximately 20% and 13% of total revenues, respectively. During the nine months ended September 30, 2019, the properties leased to Wells Fargo Bank, NA and Hilton Grand Vacations represented approximately 26% and 17% of total revenues, respectively.

As of September 30, 2020 and December 31, 2019, approximately 19% and 29%, respectively, of the Company’s real estate portfolio, based on square footage, was located in the State of Florida. As of September 30, 2020 and December 31, 2019, approximately 14% and 24%, respectively, of the Company’s real estate portfolio, based on square footage, was located in the State of Oregon. Additionally, as of September 30, 2020, individually more than 10% of the Company’s real estate portfolio, based on square footage, was located in the States of North Carolina and Michigan. As of December 31, 2019, individually more than 10% of the Company’s real estate portfolio, based on square footage, was located in the States of Georgia and North Carolina. Uncertainty of the duration of a prolonged real estate and economic downturn could in any or all of these geographic areas have an adverse impact on the Company’s real estate values.

RECENTLY ISSUED ACCOUNTING STANDARDS

Lease Modifications. In April 2020, the FASB issued interpretive guidance relating to the accounting for lease concessions provided as a result of the COVID-19 Pandemic. In this guidance, entities can elect not to apply lease modification accounting with respect to such lease concessions and, instead, treat the concession as if it was a part of the existing contract. This guidance is only applicable to lease concessions related to the COVID-19 Pandemic that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. As of and for the nine months ended September 30, 2020, the Company elected to not apply lease modification accounting with respect to rent deferrals as the concessions were related to COVID-19 and there was not a substantial increase in the lessor’s rights under the lease agreement. Accordingly, for leases in which deferred rent agreements were reached, the Company has continued to account for the lease by recognizing the normal straight-line rental income and as the deferred rents are repaid by the tenant, the straight-line receivable will be reduced. The portion of the straight-line adjustment related to COVID-19 concessions has been reflected separately in the Company’s statement of cash flows for the nine months ended September 30, 2020. With respect to rent abatement agreements, lease modification accounting applies as an extended term was a part of such agreements, accordingly the Company re-calculated straight-line rental income for such leases to recognize over the new lease term.

ASC Topic 842, Leases. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, which requires entities to recognize assets and liabilities that arise from financing and operating leases and to classify those finance and operating lease payments in the financing or operating sections, respectively, of the statement of cash flows pursuant to FASB ASC Topic 842, Leases. The amendments in this update are effective for annual reporting periods beginning after December 15, 2018.

During the Company’s and Predecessor’s evaluation of FASB ASC Topic 842, Leases, the following practical expedients and accounting policies with respect to ASC 842 were elected and/or adopted effective January 1, 2019:

The Company, as lessor, will not reassess (i) whether any expired or existing contracts are or contain leases (ii) lease classification for any expired or existing leases or (iii) initial direct costs for any expired or existing leases.

The Company, as lessor, will not separate nonlease components from lease components and, instead, will account for each separate lease component and the nonlease components associated with that lease as a single component if the nonlease components otherwise would be accounted for under ASC Topic 606, Revenue from Contracts with Customers. The primary reason for this election is related to instances where common area maintenance is, or may be, a component of base rent within a lease agreement.

INCOME PROPERTY PORTFOLIO

9 Months Ended

Sep. 30, 2020

INCOME PROPERTY PORTFOLIO

INCOME PROPERTY PORTFOLIO

NOTE 4. INCOME PROPERTY PORTFOLIO

As of September 30, 2020, the Company’s income property portfolio consisted of 45 single-tenant properties with total square footage of approximately 1.5 million.

Leasing revenue consists of long-term rental revenue from retail and office income properties, which is recognized as earned, using the straight-line method over the life of each lease.

The components of leasing revenue are as follows:


	Three Months Ended				Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
	The Company ($000's)		Predecessor ($000's)		The Company ($000's)		Predecessor ($000's)
Leasing Revenue
Lease Payments	$	4,721	$	3,171	$	12,762	$	8,827
Variable Lease Payments		380		209		1,101		599
Total Leasing Revenue	$	5,101	$	3,380	$	13,863	$	9,426

Minimum Future Rental Receipts. Minimum future rental receipts under non-cancelable operating leases, excluding percentage rent and other lease payments that are not fixed and determinable, having remaining terms in excess of one year subsequent to September 30, 2020, are summarized as follows:


Year Ending December 31,	Amounts ($000's)
Remainder of 2020	$	4,638
2021		19,753
2022		19,454
2023		19,488
2024		19,002
2025 and thereafter (cumulative)		86,309
Total	$	168,644

See Note 3, “Summary of Significant Accounting Policies” for the accounting treatment of potential lease modifications associated with tenant rent relief requests due to the COVID-19 Pandemic and Note 1, “Business and Organization” for the amount of such rent relief.

2020 Activity. During the nine months ended September 30, 2020, the Company acquired twenty six single-tenant income properties for a purchase price of approximately $99.3 million, or an acquisition cost of approximately $100.3 million including capitalized acquisition costs. Of the total acquisition cost, approximately $25.8 million was allocated to land, approximately $59.7 million was allocated to buildings and improvements, approximately $16.1 million was allocated to intangible assets pertaining to the in-place lease value, leasing fees, and above market lease value, and approximately $1.3 million was allocated to intangible liabilities for the below market lease value. The weighted average amortization period for the intangible assets and liabilities was approximately 10.2 years at acquisition.

The single-tenant net lease income properties acquired during the nine months ended September 30, 2020 are described below:


Tenant Description	Property Location	Date of Acquisition	Property Square-Feet	Purchase Price		Remaining Lease Term at Acquisition Date (in years)
7-Eleven	Austin, TX	1/13/2020	6,400	$	5,762,416	15.0
7-Eleven (1)	Georgetown, TX	1/13/2020	7,726		4,300,474	15.0
Conn's HomePlus	Hurst, TX	1/10/2020	37,957		6,100,000	11.6
Lehigh Gas Wholesale Services, Inc.	Highland Heights, KY	2/03/2020	2,578		4,250,000	10.8
American Multi-Cinema, Inc.	Tyngsborough, MA	2/19/2020	39,474		7,055,000	10.1
Hobby Lobby	Tulsa, OK	2/28/2020	84,180		12,486,334	10.8
Long John Silver's	Tulsa, OK	2/28/2020	3,000		263,666	N/A
Old Time Pottery	Orange Park, FL	2/28/2020	84,180		6,311,702	10.4
Freddy's Frozen Custard	Orange Park, FL	2/28/2020	3,200		303,298	6.8
Hobby Lobby	Arden, NC	6/24/2020	55,000		7,986,753	11.2
Walmart	Howell, MI	6/30/2020	214,172		20,590,000	6.6
Advanced Auto Parts	Severn, MD	9/14/2020	6,876		2,588,491	14.5
Dollar General	Heuvelton, NY	9/14/2020	9,342		1,461,580	12.1
Dollar General	Winthrop, NY	9/14/2020	9,167		1,588,975	11.0
Dollar General	Salem, NY	9/14/2020	9,199		1,484,824	13.0
Dollar General	Harrisville, NY	9/14/2020	9,309		1,466,305	13.3
Dollar General	Newtonsville, OH	9/14/2020	9,290		1,164,116	9.7
Dollar General	Hammond, NY	9/14/2020	9,219		1,383,938	12.3
Dollar General	Barker, NY	9/14/2020	9,275		1,438,956	13.2
Dollar General	Chazy, NY	9/14/2020	9,277		1,672,816	11.0
Dollar General	Milford, ME	9/21/2020	9,128		1,605,840	13.1
Dollar General	Limestone, ME	9/21/2020	9,167		1,455,766	13.1
Dollar General	Bingham, ME	9/21/2020	9,345		1,522,453	13.1
Dollar General	Willis, TX	9/23/2020	9,138		1,774,233	14.9
Dollar General	Somerville, TX	9/23/2020	9,252		1,472,062	14.8
Dollar General	Odessa, TX	9/30/2020	9,127		1,792,349	14.8
	Total / Weighted Average		673,978	$	99,282,347	10.8

⁽¹⁾

Cash rent has not yet commenced on this lease, although control of the property has been transferred to the tenant. Cash rent on this property is expected to commence following the completion of certain tenant improvements. See Note 16, “Commitments and Contingencies” for further disclosure.

On September 25, 2020, the Company sold its single-tenant income property, classified as held for sale as of June 30, 2020, leased to Outback Steakhouse located in Charlottesville, Virginia, for a sales price of approximately $5.1 million, reflecting an exit cap rate of approximately 5.8%. The Company’s gain on the sale was approximately $287,000, or $0.03 per diluted share.

2019 Predecessor Activity. During the nine months ended September 30, 2019, the Predecessor acquired five single-tenant net lease income properties for an aggregate purchase price of approximately $26.8 million, or an aggregate acquisition cost of approximately $27.0 million including capitalized acquisition costs. Of the total acquisition cost, approximately $10.0 million was allocated to land, approximately $13.8 million was allocated to buildings and improvements, approximately $3.6 million was allocated to intangible assets pertaining to the in-place lease value, leasing fees, and above market lease value, and approximately $0.4 million was allocated to intangible liabilities for the below market lease value. The weighted average amortization period for the intangible assets and liabilities was approximately 10.6 years at acquisition.

The single-tenant net lease income properties acquired during the nine months ended September 30, 2019 are described below:


Tenant Description	Property Location	Date of Acquisition	Property Square-Feet		Purchase Price		Remaining Lease Term at Acquisition Date (in years)
Hobby Lobby	Winston-Salem, NC	5/16/2019	55,000		$	8,075,000	10.9
Walgreens	Birmingham, AL	6/05/2019	14,516			5,500,000	9.8
Family Dollar	Lynn, MA	6/07/2019	9,228			2,100,000	4.8
Walgreens	Albany, GA	6/21/2019	14,770			3,634,000	13.6
Live Nation Entertainment, Inc.	East Troy, WI	8/30/2019	N/A	(1)		7,500,000	10.6
	Total / Weighted Average		93,514		$	26,809,000	10.4

⁽¹⁾

The Alpine Valley Music Theatre, leased to Live Nation Entertainment, Inc., is an entertainment venue consisting of a two-sided, open-air, 7,500-seat pavilion; an outdoor amphitheater with a capacity for 37,000; and over 150 acres of green space.

There were no income properties disposed of during the nine months ended September 30, 2019.

FAIR VALUE OF FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 30, 2020

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

NOTE 5. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying value and estimated fair value of the Company’s financial instruments at September 30, 2020 and December 31, 2019:


	September 30, 2020				December 31, 2019
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Cash and Cash Equivalents - Level 1	$	1,885,906	$	1,885,906	$	12,341,978	$	12,341,978
Long-Term Debt - Level 2	$	87,853,998	$	87,853,998	$	—	$	—

The estimated fair values are not necessarily indicative of the amount the Company could realize on disposition of the financial instruments. The use of different market assumptions or estimation methodologies could have a material effect on the estimated fair value amounts.

The following table presents the fair value of assets measured on a recurring basis by Level as of September 30, 2020. There were no assets or liabilities measured on a recurring basis by Level as of December 31, 2019.

Fair Value at Reporting Date Using

Quoted Prices in

Significant

Active Markets

Significant Other

Unobservable

for Identical

Observable Inputs

Inputs

9/30/2020

Assets (Level 1)

(Level 2)

(Level 3)

Interest Rate Swap

(618,563)

—

(618,563)

—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

INTANGIBLE ASSETS AND LIABILITIES

9 Months Ended

Sep. 30, 2020

INTANGIBLE ASSETS AND LIABILITIES

INTANGIBLE ASSETS AND LIABILITIES

NOTE 6. INTANGIBLE ASSETS AND LIABILITIES

Intangible assets and liabilities consist of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs, based in each case on their fair values. Intangible assets and liabilities consisted of the following as of September 30, 2020 and December 31, 2019:


	As of
	September 30, 2020		December 31, 2019
Intangible Lease Assets:
Value of In-Place Leases	$	25,104,956	$	14,479,323
Value of Above Market In-Place Leases		2,186,801		1,625,325
Value of Intangible Leasing Costs		10,795,962		6,544,079
Sub-total Intangible Lease Assets		38,087,719		22,648,727
Accumulated Amortization		(3,080,072)		(291,094)
Sub-total Intangible Lease Assets—Net		35,007,647		22,357,633
Intangible Lease Liabilities:
Value of Below Market In-Place Leases		(3,189,862)		(1,933,416)
Sub-total Intangible Lease Liabilities		(3,189,862)		(1,933,416)
Accumulated Amortization		278,985		25,223
Sub-total Intangible Lease Liabilities—Net		(2,910,877)		(1,908,193)
Total Intangible Assets and Liabilities—Net	$	32,096,770	$	20,449,440

The following table reflects the net amortization of intangible assets and liabilities during the three and nine months ended September 30, 2020 and 2019:


	Three Months Ended				Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
	The Company		Predecessor		The Company		Predecessor
Depreciation and Amortization Expense	$	1,036,771	$	454,715	$	2,644,623	$	1,256,582
Increase to Income Properties Revenue		(28,679)		(68,106)		(76,853)		(193,018)
Net Amortization of Intangible Assets and Liabilities	$	1,008,092	$	386,609	$	2,567,770	$	1,063,564

The estimated future amortization expense (income) related to net intangible assets and liabilities is as follows:


			Future Accretion		Net Future
	Future		to Income		Amortization of
	Amortization		Property		Intangible Assets
Year Ending December 31,	Expense		Revenue		and Liabilities
Remainder of 2020	$	1,094,053	$	(27,919)	$	1,066,134
2021		4,376,214		(111,676)		4,264,538
2022		4,376,214		(111,676)		4,264,538
2023		4,376,214		(111,676)		4,264,538
2024		4,145,681		(100,345)		4,045,336
2025 and thereafter		14,644,595		(452,909)		14,191,686
Total	$	33,012,971	$	(916,201)	$	32,096,770

As of September 30, 2020, the weighted average amortization period of both the total intangible assets and liabilities was approximately 9.1 years.

LONG-TERM DEBT

9 Months Ended

Sep. 30, 2020

LONG-TERM DEBT

LONG-TERM DEBT

NOTE 9. LONG-TERM DEBT

As of September 30, 2020, the Company’s outstanding indebtedness, at face value, was as follows:


	Face Value Debt		Stated Interest Rate	Maturity Date
Credit Facility	$	88,308,854	30-Day LIBOR + 1.35% - 1.95% (1)	November 2023
Total Debt/Weighted-Average Rate	$	88,308,854	1.69%

⁽¹⁾

Effective April 30, 2020, the Company utilized an Interest Rate Swap to achieve a fixed interest rate of 0.48% plus the applicable spread on approximately $50 million of the outstanding balance on the Credit Facility.

Credit Facility. On November 26, 2019, the Company and the Operating Partnership entered into a credit agreement (the “Credit Agreement”) with a group of lenders for a senior unsecured revolving credit facility (the “Credit Facility”) in the maximum aggregate initial original principal amount of up to $100 million and includes an accordion feature that may allow the Operating Partnership to increase the availability under the Credit Facility by an additional $50 million, subject to meeting specified requirements and obtaining additional commitments from lenders. BMO Capital Markets Corp. and Raymond James Bank, N.A. are joint lead arrangers and joint bookrunners, with Bank of Montreal (“BMO”) as administrative agent. The Credit Facility has a base term of four years, with the ability to extend the base term for one year.

On October 16, 2020, the Company executed the second amendment to the Credit Facility (the “Second Amendment”), with the addition of two lenders, Huntington National Bank and Truist Bank, respectively. As a result of the Second Amendment, the Credit Facility has a total borrowing capacity of $150 million with the ability to increase that capacity up to $200 million during the term, utilizing an accordion feature, subject to lender approval.

Pursuant to the Credit Agreement, the indebtedness outstanding under the Credit Facility accrues at a rate ranging from the 30-day LIBOR plus 135 basis points to the 30-day LIBOR plus 195 basis points, based on the total balance outstanding under the Credit Facility as a percentage of the total asset value of the Operating Partnership, as defined in the Credit Agreement.

The Operating Partnership is subject to customary restrictive covenants under the Credit Facility, including, but not limited to, limitations on the Operating Partnership’s ability to: (a) incur indebtedness; (b) make certain investments; (c) incur certain liens; (d) engage in certain affiliate transactions; and (e) engage in certain major transactions such as mergers. The Credit Facility also contains financial covenants covering the Operating Partnership, including but not limited to, tangible net worth and fixed charge coverage ratios. In addition, the Operating Partnership is subject to additional financial maintenance covenants as described in the Credit Agreement. On June 30, 2020, the Company and the Operating Partnership entered into the first amendment to the Credit Agreement with the lenders whereby the tangible net worth covenant was adjusted to be more reflective of market terms.

At September 30, 2020, the current commitment level under the Credit Facility was $100 million and the Company had an outstanding balance of $88.3 million. With the increase in the commitment level on October 16, 2020 to $150 million, the available borrowing capacity under the Credit Facility, which was limited based on the level of borrowing base assets, was $46.5 million.

Long-term debt as of September 30, 2020 and December 31, 2019 consisted of the following:


	September 30, 2020				December 31, 2019
	Total		Due Within One Year		Total		Due Within One Year
Credit Facility	$	88,308,854	$	—	$	—	$	—
Loan Costs, net of accumulated amortization		(454,856)		—		—		—
Total Long-Term Debt	$	87,853,998	$	—	$	—	$	—

Payments applicable to reduction of principal amounts as of September 30, 2020 will be required as follows:


Year Ending December 31,	Amount
Remainder of 2020	$	—
2021		—
2022		—
2023		88,308,854
2024		—
2025 and thereafter		—
Total Long-Term Debt - Face Value	$	88,308,854

As of September 30, 2020, the Company’s long-term debt includes initial deferred financing costs of approximately $604,000, net of accumulated amortization, of approximately $149,000. These costs are amortized on a straight-line basis over the term of the Credit Facility and are included in interest expense in the Company’s accompanying consolidated and combined statements of operations. As of December 31, 2019, these costs were reflected as deferred expenses on the accompanying consolidated balance sheets as there was no outstanding debt as of December 31, 2019.

The following table reflects a summary of interest expense incurred and paid during the three and nine months ended September 30, 2020 and 2019:


	Three Months Ended				Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
	The Company ($000's)		Predecessor ($000's)		The Company ($000's)		Predecessor ($000's)
Interest Expense	$	340	$	—	$	845	$	—
Amortization of Loan Costs		44		—		132		—
Total Interest Expense	$	384	$	—	$	977	$	—

Total Interest Paid	$	308	$	—	$	809	$	—

The Company was in compliance with all of its debt covenants as of September 30, 2020.

COMMON STOCK AND EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2020

COMMON STOCK AND EARNINGS PER SHARE

COMMON STOCK AND EARNINGS PER SHARE

NOTE 12. COMMON STOCK AND EARNINGS PER SHARE

Basic earnings per common share are computed by dividing net income attributable to the Company by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share are determined based on the assumption of the conversion of OP Units on a one-for-one basis using the treasury stock method at average market prices for the periods.


	Three Months Ended				Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
	The Company		Predecessor		The Company		Predecessor
Net Income Attributable to Alpine Income Property Trust, Inc.	$	546,103	$	998,739	$	799,010	$	2,925,819

Weighted Average Number of Common Shares Outstanding		7,455,281		N/A		7,632,660		N/A
Common Shares Applicable to OP Units using Treasury Stock Method		1,223,854		N/A		1,223,854		N/A
Total Shares Applicable to Diluted Earnings per Share		8,679,135		N/A		8,856,514		N/A

Per Common Share Data:
Net Income Attributable to Alpine Income Property Trust, Inc.
Basic	$	0.07		N/A	$	0.10		N/A
Diluted	$	0.06		N/A	$	0.09		N/A

STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2020

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

NOTE 14. STOCK-BASED COMPENSATION

In connection with the closing of the IPO, on November 26, 2019, the Company granted restricted shares of common stock to each of the non-employee directors under the Individual Plan. Each of the non-employee directors received an award of 2,000 restricted shares of common stock on November 26, 2019. The restricted shares will vest in substantially equal installments on each of the first, second and third anniversaries of the grant date. In addition, the restricted shares are subject to a holding period beginning on the grant date and ending on the date that the grantee ceases to serve as a member of the Board (the “Holding Period”). During the Holding Period, the restricted shares may not be sold, pledged or otherwise transferred by the grantee. Except for the grant of these 8,000 restricted shares of Common Stock, the Company has not made any grants under the Equity Incentive Plans. Any future grants under the Equity Incentive Plans will be approved by the independent members of the compensation committee of the Board. The 2019 non-employee director share awards had an aggregate grant date fair value of approximately $150,000. The Company’s determination of the grant date fair value of the three-year vest restricted stock awards was calculated by multiplying the number of shares issued by the Company’s stock price at the grant date. Compensation cost is recognized on a straight-line basis over the vesting period and is included in general and administrative expenses in the Company’s consolidated statements of operations. During the three and nine months ended September 30, 2020, the Company recognized stock compensation expense totaling approximately $13,000 and $38,000, respectively, which is included in general and administrative expenses in the consolidated statement of operations.

A summary of activity for these awards during the nine months ended September 30, 2020, is presented below:


		Wtd. Avg.
Non-Vested Restricted Shares	Shares	Fair Value
Outstanding at January 1, 2020	8,000	$	18.80
Granted	—		—
Vested	—		—
Expired	—		—
Forfeited	—		—
Outstanding at September 30, 2020	8,000	$	18.80

As of September 30, 2020, there was approximately $108,000 of unrecognized compensation cost related to the three-year vest restricted shares, which will be recognized over a remaining period of 2.2 years.

Each member of the Board has the option to receive his or her annual retainer in shares of Company common stock rather than cash. The number of shares awarded to the directors making such election is calculated quarterly by dividing the amount of the quarterly retainer payment due to such director by the trailing 20-day average price of the Company’s common stock as of the last business day of the calendar quarter, rounded down to the nearest whole number of shares. During the nine months ended September 30, 2020, the expense recognized for the value of the Company’s common stock received by non-employee directors totaled approximately $163,000, or 10,986 shares, of which 4,098 shares were issued on April 1, 2020, 3,414 shares were issued on July 1, 2020 and 3,474 shares were issued on October 1, 2020.

Stock compensation expense for the three and nine months ended September 30, 2020 is summarized as follows:


	Three Months Ended		Nine Months Ended
	September 30, 2020 ($000's)		September 30, 2020 ($000's)
Stock Compensation Expense – Director Restricted Stock	$	13	$	38
Stock Compensation Expense – Director Retainers Paid in Stock		54		163
Total Stock Compensation Expense (1)	$	67	$	201

⁽¹⁾

Director retainers are issued through additional paid in capital in arrears. Therefore, the change in additional paid in capital during the nine months ended September 30, 2020 is equal to total stock compensation expense of $201,000, less the $54,000 of third quarter 2020 director retainers, as those shares were issued on October 1, 2020, plus the fourth quarter 2019 director retainers of $24,000, as those shares were issued on January 2, 2020.

For the periods prior to November 26, 2019, Predecessor’s stock-based compensation expense, included in general and administrative expenses in the combined statements of operations for the three and nine months ended September 30, 2019, reflected an allocation of a portion of the stock compensation expense of CTO for the applicable periods.

RELATED PARTY MANAGEMENT COMPANY

9 Months Ended

Sep. 30, 2020

RELATED PARTY MANAGEMENT COMPANY

RELATED PARTY MANAGEMENT COMPANY

NOTE 15. RELATED PARTY MANAGEMENT COMPANY

We are externally managed by the Manager, a wholly owned subsidiary of CTO. In addition to the CTO Private Placement, CTO purchased from us $8 million in shares of our common stock, or 421,053 shares, in our IPO. Upon completion of our IPO, CTO Private Placement, and the other transactions in the Formation Transactions, CTO owned approximately 22.3% of our outstanding common stock (assuming the OP Units issued to CTO in the Formation Transactions are exchanged for shares of our common stock on a one-for-one basis).

On November 26, 2019, we entered into the Management Agreement. Pursuant to the terms of the Management Agreement, our Manager manages, operates and administers our day-to-day operations, business and affairs, subject to the direction and supervision of our Board and in accordance with the investment guidelines approved and monitored by our Board. Our Manager is subject to the direction and oversight of our Board. We pay our Manager a base management fee equal to 0.375% per quarter of our “total equity” (as defined in the Management Agreement and based on a 1.5% annual rate), calculated and payable in cash, quarterly in arrears.

Our Manager has the ability to earn an annual incentive fee based on our total stockholder return exceeding an 8% cumulative annual hurdle rate (the “Outperformance Amount”) subject to a high-water mark price. We would pay our Manager an incentive fee to with respect to each annual measurement period in the amount of the greater of (i) $0.00 and (ii) the product of (a) 15% multiplied by (b) the Outperformance Amount multiplied by (c) the weighted average shares.

The initial term of the Management Agreement will expire on November 26, 2024 and will automatically renew for an unlimited number of successive one-year periods thereafter, unless the agreement is not renewed or is terminated in accordance with its terms.

Our independent directors will review our Manager’s performance and the management fees annually and, following the initial term, the Management Agreement may be terminated annually upon the affirmative vote of two-thirds of our independent directors or upon a determination by the holders of a majority of the outstanding shares of our common stock, based upon (i) unsatisfactory performance that is materially detrimental to us or (ii) a determination that the management fees payable to our Manager are not fair, subject to our Manager’s right to prevent such termination due to unfair fees by accepting a reduction of management fees agreed to by two-thirds of our independent directors. We may also terminate the Management Agreement for cause at any time, including during the initial term, without the payment of any termination fee, with 30 days’ prior written notice from our Board. During the initial term of the Management Agreement, we may not terminate the Management Agreement except for cause.

We will pay directly or reimburse our Manager for certain expenses, if incurred by our Manager. We will not reimburse any compensation expenses incurred by our Manager or its affiliates. Expense reimbursements to our Manager will be made in cash on a quarterly basis following the end of each quarter. In addition, we will pay all of our operating expenses, except those specifically required to be borne by our Manager pursuant to the Management Agreement.

During the three and nine months ended September 30, 2020, the Company incurred management fee expenses which totaled approximately $631,000 and $1.9 million respectively. The Company also paid dividends on the common stock owned by affiliates of its Manager in the amount of approximately $408,000 and $1.2 million for the three and nine months ended September 30, 2020, respectively. There were no Manager dividends or management fees applicable to the three or nine months ended September 30, 2019.

The following table represents amounts due from the Company to CTO:


	As of
Description	September 30, 2020 ($000's)		December 31, 2019 ($000's)
Management Fee due to CTO (1)	$	631	$	254
Dividend Payable on OP Units		—		71
Other		(1)		56
Total	$	630	$	381

⁽¹⁾

Included in Accrued Expenses, see Note 8, “Accounts Payable, Accrued Expenses, and Other Liabilities”.

Exclusivity and ROFO Agreement

On November 26, 2019, we also entered into an exclusivity and right of first offer (“ROFO”) agreement with CTO. During the term of the exclusivity and ROFO agreement, CTO will not, and will cause each of its affiliates (which for purposes of the exclusivity and ROFO agreement will not include our company and our subsidiaries) not to, acquire, directly or indirectly, a single-tenant, net leased property, without providing us with notice and we have affirmatively rejected the opportunity to acquire the applicable property or properties.

The terms of the exclusivity and ROFO agreement do not restrict CTO or any of its affiliates from providing financing for a third party’s acquisition of single-tenant, net leased properties or from developing and owning any single-tenant, net leased property.

Pursuant to the exclusivity and ROFO agreement, neither CTO nor any of its affiliates (which for purposes of the exclusivity and ROFO agreement does not include our company and our subsidiaries) may sell to any third party any single-tenant, net leased property that was owned by CTO or any of its affiliates as of the closing date of our IPO; or is owned by CTO or any of its affiliates after the closing date of our IPO, without first offering us the right to purchase such property.

The term of the exclusivity and ROFO agreement will continue for so long as the Management Agreement with our Manager is in effect.

Conflicts of Interest

Conflicts of interest may exist or could arise in the future with CTO and its affiliates, including our Manager, the individuals who serve as our executive officers and executive officers of CTO, any individual who serves as a director of our company and as a director of CTO and any limited partner of the Operating Partnership. Conflicts may include, without limitation: conflicts arising from the enforcement of agreements between us and CTO or our Manager; conflicts in the amount of time that executive officers and employees of CTO, who are provided to us through our Manager, will spend on our affairs versus CTO’s affairs; and conflicts in future transactions that we may pursue with CTO and its affiliates. We do not generally expect to enter into joint ventures with CTO, but if we do so, the terms and conditions of our joint venture investment will be subject to the approval of a majority of disinterested directors of the Board.

In addition, we are subject to conflicts of interest arising out of our relationships with our Manager. Pursuant to the Management Agreement, our Manager is obligated to supply us with our senior management team. However, our Manager is not obligated to dedicate any specific CTO personnel exclusively to us, nor are the CTO personnel provided to us by our Manager obligated to dedicate any specific portion of their time to the management of our business. Additionally, our Manager is a wholly owned subsidiary of CTO. All of our executive officers are executive officers and employees of CTO and one of our officers (John P. Albright) is also a member of CTO’s board of directors. As a result, our Manager and the CTO personnel it provides to us may have conflicts between their duties to us and their duties to, and interests in, CTO.

We may acquire or sell single-tenant, net leased properties in which our Manager or its affiliates have or may have an interest. Similarly, our Manager or its affiliates may acquire or sell single-tenant, net leased properties in which we have or may have an interest. Although such acquisitions or dispositions may present conflicts of interest, we nonetheless may pursue and consummate such transactions. Additionally, we may engage in transactions directly with our Manager or its affiliates, including the purchase and sale of all or a portion of a portfolio asset. If we acquire a single-tenant, net leased property from CTO or one of its affiliates or sell a single-tenant, net leased property to CTO or one of its affiliates, the purchase price we pay to CTO or one of its affiliates or the purchase price paid to us by CTO or one of its affiliates may be higher or lower, respectively, than the purchase price that would have been paid to or by us if the transaction were the result of arms’ length negotiations with an unaffiliated third party.

In deciding whether to issue additional debt or equity securities, we will rely, in part, on recommendations made by our Manager. While such decisions are subject to the approval of our Board, our Manager is entitled to be paid a base management fee that is based on our “total equity” (as defined in the Management Agreement). As a result, our Manager may have an incentive to recommend that we issue additional equity securities at dilutive prices.

All of our executive officers are executive officers and employees of CTO. These individuals and other CTO personnel provided to us through our Manager devote as much time to us as our Manager deems appropriate. However, our executive officers and other CTO personnel provided to us through our Manager may have conflicts in allocating their time and services between us, on the one hand, and CTO and its affiliates, on the other. During a period of prolonged economic weakness or another economic downturn affecting the real estate industry or at other times when we need focused support and assistance from our Manager and the CTO executive officers and other personnel provided to us through our Manager, we may not receive the necessary support and assistance we require or that we would otherwise receive if we were self-managed.

Additionally, the exclusivity and ROFO agreement does contain exceptions to CTO’s exclusivity for opportunities that include only an incidental interest in single-tenant, net leased properties. Accordingly, the exclusivity and ROFO agreement will not prevent CTO from pursuing certain acquisition opportunities that otherwise satisfy our then-current investment criteria.

Our directors and executive officers have duties to our company under applicable Maryland law in connection with their management of our company. At the same time, PINE GP has fiduciary duties, as the general partner, to the Operating Partnership and to the limited partners under Delaware law in connection with the management of the Operating Partnership. These duties as a general partner to the Operating Partnership and its partners may come into conflict with the duties of our directors and executive officers to us. Unless otherwise provided for in the relevant partnership agreement, Delaware law generally requires a general partner of a Delaware limited partnership to adhere to fiduciary duty standards under which it owes its limited partners the highest duties of loyalty and care and which generally prohibits such general partner from taking any action or engaging in any transaction as to which it has a conflict of interest. The partnership agreement provides that in the event of a conflict between the interests of our stockholders on the one hand and the limited partners of the Operating Partnership on the other hand, PINE GP will endeavor in good faith to resolve the conflict in a manner not adverse to either our stockholders or the limited partners; provided, however, that so long as we own a controlling interest in the Operating Partnership, any such conflict that we, in our sole and absolute discretion, determine cannot be resolved in a manner not adverse to either our stockholders or the limited partners of the Operating Partnership shall be resolved in favor of our stockholders, and we shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the limited partners in connection with such decisions.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

For periods subsequent to November 26, 2019, the consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and other entities in which we have a controlling interest. All inter-company balances and transactions have been eliminated in the consolidated financial statements. For periods prior to November 26, 2019, the combined financial statements include, on a carve-out basis, the historical balance sheets, statements of operations, and cash flows of the Predecessor.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

REAL ESTATE

LONG-LIVED ASSETS

PURCHASE ACCOUNTING FOR ACQUISITIONS OF REAL ESTATE SUBJECT TO A LEASE

INCOME PROPERTY LEASE REVENUE

SALES TAX

CASH AND CASH EQUIVALENTS

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITY

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE MEASUREMENTS

Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities.

EARNINGS PER COMMON SHARE

INCOME TAXES

STOCK-BASED COMPENSATION

CONCENTRATION OF CREDIT RISK

Certain of the tenants in the portfolio of 45 single-tenant properties accounted for more than 10% of total revenues during the nine months ended September 30, 2020 and 2019.

RECENTLY ISSUED ACCOUNTING STANDARDS

INCOME PROPERTY PORTFOLIO (Tables)

9 Months Ended

Sep. 30, 2020

INCOME PROPERTY PORTFOLIO

Schedule of components of leasing revenue


	Three Months Ended				Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
	The Company ($000's)		Predecessor ($000's)		The Company ($000's)		Predecessor ($000's)
Leasing Revenue
Lease Payments	$	4,721	$	3,171	$	12,762	$	8,827
Variable Lease Payments		380		209		1,101		599
Total Leasing Revenue	$	5,101	$	3,380	$	13,863	$	9,426

Schedule of minimum future base rental revenue on non-cancelable leases


Year Ending December 31,	Amounts ($000's)
Remainder of 2020	$	4,638
2021		19,753
2022		19,454
2023		19,488
2024		19,002
2025 and thereafter (cumulative)		86,309
Total	$	168,644

Schedule of properties acquired

The single-tenant net lease income properties acquired during the nine months ended September 30, 2020 are described below:


Tenant Description	Property Location	Date of Acquisition	Property Square-Feet	Purchase Price		Remaining Lease Term at Acquisition Date (in years)
7-Eleven	Austin, TX	1/13/2020	6,400	$	5,762,416	15.0
7-Eleven (1)	Georgetown, TX	1/13/2020	7,726		4,300,474	15.0
Conn's HomePlus	Hurst, TX	1/10/2020	37,957		6,100,000	11.6
Lehigh Gas Wholesale Services, Inc.	Highland Heights, KY	2/03/2020	2,578		4,250,000	10.8
American Multi-Cinema, Inc.	Tyngsborough, MA	2/19/2020	39,474		7,055,000	10.1
Hobby Lobby	Tulsa, OK	2/28/2020	84,180		12,486,334	10.8
Long John Silver's	Tulsa, OK	2/28/2020	3,000		263,666	N/A
Old Time Pottery	Orange Park, FL	2/28/2020	84,180		6,311,702	10.4
Freddy's Frozen Custard	Orange Park, FL	2/28/2020	3,200		303,298	6.8
Hobby Lobby	Arden, NC	6/24/2020	55,000		7,986,753	11.2
Walmart	Howell, MI	6/30/2020	214,172		20,590,000	6.6
Advanced Auto Parts	Severn, MD	9/14/2020	6,876		2,588,491	14.5
Dollar General	Heuvelton, NY	9/14/2020	9,342		1,461,580	12.1
Dollar General	Winthrop, NY	9/14/2020	9,167		1,588,975	11.0
Dollar General	Salem, NY	9/14/2020	9,199		1,484,824	13.0
Dollar General	Harrisville, NY	9/14/2020	9,309		1,466,305	13.3
Dollar General	Newtonsville, OH	9/14/2020	9,290		1,164,116	9.7
Dollar General	Hammond, NY	9/14/2020	9,219		1,383,938	12.3
Dollar General	Barker, NY	9/14/2020	9,275		1,438,956	13.2
Dollar General	Chazy, NY	9/14/2020	9,277		1,672,816	11.0
Dollar General	Milford, ME	9/21/2020	9,128		1,605,840	13.1
Dollar General	Limestone, ME	9/21/2020	9,167		1,455,766	13.1
Dollar General	Bingham, ME	9/21/2020	9,345		1,522,453	13.1
Dollar General	Willis, TX	9/23/2020	9,138		1,774,233	14.9
Dollar General	Somerville, TX	9/23/2020	9,252		1,472,062	14.8
Dollar General	Odessa, TX	9/30/2020	9,127		1,792,349	14.8
	Total / Weighted Average		673,978	$	99,282,347	10.8

⁽¹⁾

The single-tenant net lease income properties acquired during the nine months ended September 30, 2019 are described below:


Tenant Description	Property Location	Date of Acquisition	Property Square-Feet		Purchase Price		Remaining Lease Term at Acquisition Date (in years)
Hobby Lobby	Winston-Salem, NC	5/16/2019	55,000		$	8,075,000	10.9
Walgreens	Birmingham, AL	6/05/2019	14,516			5,500,000	9.8
Family Dollar	Lynn, MA	6/07/2019	9,228			2,100,000	4.8
Walgreens	Albany, GA	6/21/2019	14,770			3,634,000	13.6
Live Nation Entertainment, Inc.	East Troy, WI	8/30/2019	N/A	(1)		7,500,000	10.6
	Total / Weighted Average		93,514		$	26,809,000	10.4

⁽¹⁾

INTANGIBLE ASSETS AND LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2020

INTANGIBLE ASSETS AND LIABILITIES

Schedule of components of intangible lease assets and liabilities


	As of
	September 30, 2020		December 31, 2019
Intangible Lease Assets:
Value of In-Place Leases	$	25,104,956	$	14,479,323
Value of Above Market In-Place Leases		2,186,801		1,625,325
Value of Intangible Leasing Costs		10,795,962		6,544,079
Sub-total Intangible Lease Assets		38,087,719		22,648,727
Accumulated Amortization		(3,080,072)		(291,094)
Sub-total Intangible Lease Assets—Net		35,007,647		22,357,633
Intangible Lease Liabilities:
Value of Below Market In-Place Leases		(3,189,862)		(1,933,416)
Sub-total Intangible Lease Liabilities		(3,189,862)		(1,933,416)
Accumulated Amortization		278,985		25,223
Sub-total Intangible Lease Liabilities—Net		(2,910,877)		(1,908,193)
Total Intangible Assets and Liabilities—Net	$	32,096,770	$	20,449,440

Schedule of amortization of intangible assets and liabilities


	Three Months Ended				Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
	The Company		Predecessor		The Company		Predecessor
Depreciation and Amortization Expense	$	1,036,771	$	454,715	$	2,644,623	$	1,256,582
Increase to Income Properties Revenue		(28,679)		(68,106)		(76,853)		(193,018)
Net Amortization of Intangible Assets and Liabilities	$	1,008,092	$	386,609	$	2,567,770	$	1,063,564

Schedule of estimated future amortization and accretion of intangible lease assets and liabilities


			Future Accretion		Net Future
	Future		to Income		Amortization of
	Amortization		Property		Intangible Assets
Year Ending December 31,	Expense		Revenue		and Liabilities
Remainder of 2020	$	1,094,053	$	(27,919)	$	1,066,134
2021		4,376,214		(111,676)		4,264,538
2022		4,376,214		(111,676)		4,264,538
2023		4,376,214		(111,676)		4,264,538
2024		4,145,681		(100,345)		4,045,336
2025 and thereafter		14,644,595		(452,909)		14,191,686
Total	$	33,012,971	$	(916,201)	$	32,096,770

LONG-TERM DEBT (Tables)

9 Months Ended

Sep. 30, 2020

LONG-TERM DEBT

Schedule of outstanding indebtedness, at face value


	Face Value Debt		Stated Interest Rate	Maturity Date
Credit Facility	$	88,308,854	30-Day LIBOR + 1.35% - 1.95% (1)	November 2023
Total Debt/Weighted-Average Rate	$	88,308,854	1.69%

Schedule of components of long-term debt


	September 30, 2020				December 31, 2019
	Total		Due Within One Year		Total		Due Within One Year
Credit Facility	$	88,308,854	$	—	$	—	$	—
Loan Costs, net of accumulated amortization		(454,856)		—		—		—
Total Long-Term Debt	$	87,853,998	$	—	$	—	$	—

Schedule of payments applicable to reduction of principal amounts


Year Ending December 31,	Amount
Remainder of 2020	$	—
2021		—
2022		—
2023		88,308,854
2024		—
2025 and thereafter		—
Total Long-Term Debt - Face Value	$	88,308,854

Schedule of interest expense on debt


	Three Months Ended				Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
	The Company ($000's)		Predecessor ($000's)		The Company ($000's)		Predecessor ($000's)
Interest Expense	$	340	$	—	$	845	$	—
Amortization of Loan Costs		44		—		132		—
Total Interest Expense	$	384	$	—	$	977	$	—

Total Interest Paid	$	308	$	—	$	809	$	—

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

COMMON STOCK AND EARNINGS PER SHARE (Tables)

3 Months Ended

Sep. 30, 2019

COMMON STOCK AND EARNINGS PER SHARE

Schedule of computation of earnings per share


	Three Months Ended				Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
	The Company		Predecessor		The Company		Predecessor
Net Income Attributable to Alpine Income Property Trust, Inc.	$	546,103	$	998,739	$	799,010	$	2,925,819

Weighted Average Number of Common Shares Outstanding		7,455,281		N/A		7,632,660		N/A
Common Shares Applicable to OP Units using Treasury Stock Method		1,223,854		N/A		1,223,854		N/A
Total Shares Applicable to Diluted Earnings per Share		8,679,135		N/A		8,856,514		N/A

Per Common Share Data:
Net Income Attributable to Alpine Income Property Trust, Inc.
Basic	$	0.07		N/A	$	0.10		N/A
Diluted	$	0.06		N/A	$	0.09		N/A

BUSINESS AND ORGANIZATION - Organization (Details) $ / shares in Units, $ in Millions		9 Months Ended
	Nov. 26, 2019 USD ($) property $ / shares shares	Sep. 30, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Gross proceeds form the issuance of common stock	$ 142.5
Share issued \| shares	421,053
Stock Issuance to Directors	$ 8.0
Cash investment	15.5
Cash Received from Private Placement	$ 125.9
Number of properties acquired \| property	15
Number of contributed properties \| property	5
OP units exchanged \| shares	1,223,854
Value of OP units converted	$ 23.3
Net Transactions with Consolidated-Tomoka Land Co.	12.0
Underwriting fees	$ 9.4
Percentage Of outstanding common stock	22.30%
Stock split ratio	1
REIT Eligibility, Distributable , Minimum Percentage of Taxable Income, Excluding Net Capital Gains			90.00%
IPO
Class of Stock [Line Items]
Price per share \| $ / shares	$ 19.00
Gross proceeds form the issuance of common stock	$ 142.5
Share issued \| shares	7,500,000
CTO Private Placement
Class of Stock [Line Items]
Share issued \| shares	394,737
Stock Issuance to Directors	$ 7.5
Single-tenant
Class of Stock [Line Items]
Number of properties acquired \| property	15
Number of contributed properties \| property	5
PINE GP \| Operating Partnership
Class of Stock [Line Items]
Ownership interest in Operating partnership		85.90%
CTO
Class of Stock [Line Items]
Stock Issuance to Directors	$ 8.0
Percentage Of outstanding common stock	22.30%
Stock split ratio	1
CTO \| Operating Partnership
Class of Stock [Line Items]
Ownership interest of Manager in Operating partnership		14.10%

INCOME PROPERTY PORTFOLIO - Properties Acquired - Tabular Disclosure (Details)	9 Months Ended
	Sep. 30, 2020 USD ($) ft²	Sep. 30, 2019 USD ($) ft²
Single-tenant Net Lease Income Properties Acquired in 2020
INCOME PROPERTY PORTFOLIO
Property square-feet \| ft²	673,978
Purchase price	$ 99,282,347
Single-tenant Net Lease Income Properties Acquired in 2020 \| Weighted Average
INCOME PROPERTY PORTFOLIO
Remaining lease term at acquisition	10 years 9 months 18 days
Single-tenant Net Lease Income Property, 7-Eleven, Austin, Texas
INCOME PROPERTY PORTFOLIO
Date of acquisition	Jan. 13, 2020
Property square-feet \| ft²	6,400
Purchase price	$ 5,762,416
Remaining lease term at acquisition	15 years
Single-tenant Net Lease Income Property, 7-Eleven, Georgetown, Texas
INCOME PROPERTY PORTFOLIO
Date of acquisition	Jan. 13, 2020
Property square-feet \| ft²	7,726
Purchase price	$ 4,300,474
Remaining lease term at acquisition	15 years
Single-tenant Net Lease Income Property, Conn's HomePlus, Hurst, Texas
INCOME PROPERTY PORTFOLIO
Date of acquisition	Jan. 10, 2020
Property square-feet \| ft²	37,957
Purchase price	$ 6,100,000
Remaining lease term at acquisition	11 years 7 months 6 days
Single-tenant Net Lease Income Property, Lehigh Gas Wholesale Services, Inc, Highland Heights, Kentucky
INCOME PROPERTY PORTFOLIO
Date of acquisition	Feb. 03, 2020
Property square-feet \| ft²	2,578
Purchase price	$ 4,250,000
Remaining lease term at acquisition	10 years 9 months 18 days
Single-tenant Net Lease Income Property, American Multi-Cinema, Inc, Tyngsborough, Massachusetts
INCOME PROPERTY PORTFOLIO
Date of acquisition	Feb. 19, 2020
Property square-feet \| ft²	39,474
Purchase price	$ 7,055,000
Remaining lease term at acquisition	10 years 1 month 6 days
Single-tenant Net Lease Income Property, Hobby Lobby, Tulsa, Oklahoma
INCOME PROPERTY PORTFOLIO
Date of acquisition	Feb. 28, 2020
Property square-feet \| ft²	84,180
Purchase price	$ 12,486,334
Remaining lease term at acquisition	10 years 9 months 18 days
Single-tenant Net Lease Income Property, Long John Silver's, Tulsa, Oklahoma
INCOME PROPERTY PORTFOLIO
Date of acquisition	Feb. 28, 2020
Property square-feet \| ft²	3,000
Purchase price	$ 263,666
Single-tenant Net Lease Income Property, Old Time Pottery, Orange Park, Florida
INCOME PROPERTY PORTFOLIO
Date of acquisition	Feb. 28, 2020
Property square-feet \| ft²	84,180
Purchase price	$ 6,311,702
Remaining lease term at acquisition	10 years 4 months 24 days
Single-tenant Net Lease Income Property, Freddy's Frozen Custard, Orange Park, Florida
INCOME PROPERTY PORTFOLIO
Date of acquisition	Feb. 28, 2020
Property square-feet \| ft²	3,200
Purchase price	$ 303,298
Remaining lease term at acquisition	6 years 9 months 18 days
Single-tenant Net Lease Income Property, Hobby Lobby, Arden, North Carolina
INCOME PROPERTY PORTFOLIO
Date of acquisition	Jun. 24, 2020
Property square-feet \| ft²	55,000
Purchase price	$ 7,986,753
Remaining lease term at acquisition	11 years 2 months 12 days
Single-tenant Net Lease Income Property, Walmart, Howell, Michigan
INCOME PROPERTY PORTFOLIO
Date of acquisition	Jun. 30, 2020
Property square-feet \| ft²	214,172
Purchase price	$ 20,590,000
Remaining lease term at acquisition	6 years 7 months 6 days
Single-tenant Net Lease Income Property, Advanced Auto Parts, Severn, Maryland
INCOME PROPERTY PORTFOLIO
Date of acquisition	Sep. 14, 2020
Property square-feet \| ft²	6,876
Purchase price	$ 2,588,491
Remaining lease term at acquisition	14 years 6 months
Single-tenant Net Lease Income Property, Dollar General, Heuvelton, New York
INCOME PROPERTY PORTFOLIO
Date of acquisition	Sep. 14, 2020
Property square-feet \| ft²	9,342
Purchase price	$ 1,461,580
Remaining lease term at acquisition	12 years 1 month 6 days
Single-tenant Net Lease Income Property, Dollar General, Winthrop, New York
INCOME PROPERTY PORTFOLIO
Date of acquisition	Sep. 14, 2020
Property square-feet \| ft²	9,167
Purchase price	$ 1,588,975
Remaining lease term at acquisition	11 years
Single-tenant Net Lease Income Property, Dollar General, Salem, New York
INCOME PROPERTY PORTFOLIO
Date of acquisition	Sep. 14, 2020
Property square-feet \| ft²	9,199
Purchase price	$ 1,484,824
Remaining lease term at acquisition	13 years
Single-tenant Net Lease Income Property, Dollar General, Harrisville, New York
INCOME PROPERTY PORTFOLIO
Date of acquisition	Sep. 14, 2020
Property square-feet \| ft²	9,309
Purchase price	$ 1,466,305
Remaining lease term at acquisition	13 years 3 months 18 days
Single-tenant Net Lease Income Property, Dollar General, Newtonsville, Ohio
INCOME PROPERTY PORTFOLIO
Date of acquisition	Sep. 14, 2020
Property square-feet \| ft²	9,290
Purchase price	$ 1,164,116
Remaining lease term at acquisition	9 years 8 months 12 days
Single-tenant Net Lease Income Property, Dollar General, Hammond, New York
INCOME PROPERTY PORTFOLIO
Date of acquisition	Sep. 14, 2020
Property square-feet \| ft²	9,219
Purchase price	$ 1,383,938
Remaining lease term at acquisition	12 years 3 months 18 days
Single-tenant Net Lease Income Property, Dollar General, Barker, New York
INCOME PROPERTY PORTFOLIO
Date of acquisition	Sep. 14, 2020
Property square-feet \| ft²	9,275
Purchase price	$ 1,438,956
Remaining lease term at acquisition	13 years 2 months 12 days
Single-tenant Net Lease Income Property, Dollar General, Chazy, New York
INCOME PROPERTY PORTFOLIO
Date of acquisition	Sep. 14, 2020
Property square-feet \| ft²	9,277
Purchase price	$ 1,672,816
Remaining lease term at acquisition	11 years
Single-tenant Net Lease Income Property, Dollar General, Milford, Maine
INCOME PROPERTY PORTFOLIO
Date of acquisition	Sep. 21, 2020
Property square-feet \| ft²	9,128
Purchase price	$ 1,605,840
Remaining lease term at acquisition	13 years 1 month 6 days
Single-tenant Net Lease Income Property, Dollar General, Limestone, Maine
INCOME PROPERTY PORTFOLIO
Date of acquisition	Sep. 21, 2020
Property square-feet \| ft²	9,167
Purchase price	$ 1,455,766
Remaining lease term at acquisition	13 years 1 month 6 days
Single-tenant Net Lease Income Property, Dollar General, Bingham, Maine
INCOME PROPERTY PORTFOLIO
Date of acquisition	Sep. 21, 2020
Property square-feet \| ft²	9,345
Purchase price	$ 1,522,453
Remaining lease term at acquisition	13 years 1 month 6 days
Single-tenant Net Lease Income Property, Dollar General, Willis, Texas
INCOME PROPERTY PORTFOLIO
Date of acquisition	Sep. 23, 2020
Property square-feet \| ft²	9,138
Purchase price	$ 1,774,233
Remaining lease term at acquisition	14 years 10 months 24 days
Single-tenant Net Lease Income Property, Dollar General, Somerville, Texas
INCOME PROPERTY PORTFOLIO
Date of acquisition	Sep. 23, 2020
Property square-feet \| ft²	9,252
Purchase price	$ 1,472,062
Remaining lease term at acquisition	14 years 9 months 18 days
Single-tenant Net Lease Income Property, Dollar General, Odessa, Texas
INCOME PROPERTY PORTFOLIO
Date of acquisition	Sep. 30, 2020
Property square-feet \| ft²	9,127
Purchase price	$ 1,792,349
Remaining lease term at acquisition	14 years 9 months 18 days
Single-tenant Net Lease Income Properties Acquired in 2019
INCOME PROPERTY PORTFOLIO
Property square-feet \| ft²		93,514
Purchase price		$ 26,809,000
Single-tenant Net Lease Income Properties Acquired in 2019 \| Weighted Average
INCOME PROPERTY PORTFOLIO
Remaining lease term at acquisition		10 years 4 months 24 days
Single-tenant Net Lease Income Property, Hobby Lobby, Winston-Salem, North Carolina
INCOME PROPERTY PORTFOLIO
Date of acquisition		May 16, 2019
Property square-feet \| ft²		55,000
Purchase price		$ 8,075,000
Remaining lease term at acquisition		10 years 10 months 24 days
Single-tenant Net Lease Income Property, Walgreens, Birmingham, Alabama
INCOME PROPERTY PORTFOLIO
Date of acquisition		Jun. 05, 2019
Property square-feet \| ft²		14,516
Purchase price		$ 5,500,000
Remaining lease term at acquisition		9 years 9 months 18 days
Single-tenant Net Lease Income Property, Family Dollar, Lynn, Massachusetts
INCOME PROPERTY PORTFOLIO
Date of acquisition		Jun. 07, 2019
Property square-feet \| ft²		9,228
Purchase price		$ 2,100,000
Remaining lease term at acquisition		4 years 9 months 18 days
Single-tenant Net Lease Income Property, Walgreens, Albany, Georgia
INCOME PROPERTY PORTFOLIO
Date of acquisition		Jun. 21, 2019
Property square-feet \| ft²		14,770
Purchase price		$ 3,634,000
Remaining lease term at acquisition		13 years 7 months 6 days
Single-tenant Net Lease Income Property, Live Nation Entertainment, Inc, East Troy, Wisconsin
INCOME PROPERTY PORTFOLIO
Date of acquisition		Aug. 30, 2019
Purchase price		$ 7,500,000
Remaining lease term at acquisition		10 years 7 months 6 days

INTANGIBLE ASSETS AND LIABILITIES - Summary of Estimated Amortization and Accretion (Details) - USD ($)	9 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Future Amortization Amount
Sub-total Intangible Lease Assets—Net	$ 35,007,647	$ 22,357,633
Future Accretion to Income Property Revenue
Sub-total Intangible Lease Liabilities —Net	(2,910,877)	$ (1,908,193)
Net Future Amortization of Intangible Assets and Liabilities
Remainder of 2020	1,066,134
2021	4,264,538
2022	4,264,538
2023	4,264,538
2024	4,045,336
2025 and thereafter	14,191,686
Total	$ 32,096,770
Amount allocated of total acquisition cost
Weighted average amortization period of intangible assets	9 years 1 month 6 days
Future Amortization
Future Amortization Amount
Remainder of 2020	$ 1,094,053
2021	4,376,214
2022	4,376,214
2023	4,376,214
2024	4,145,681
2025 and thereafter	14,644,595
Sub-total Intangible Lease Assets—Net	33,012,971
Future Accretion to Income Property Revenue
Future Accretion to Income Property Revenue
Remainder of 2020	(27,919)
2021	(111,676)
2022	(111,676)
2023	(111,676)
2024	(100,345)
2025 and thereafter	452,909
Sub-total Intangible Lease Liabilities —Net	$ (916,201)

LONG-TERM DEBT - Credit Facility (Details)			9 Months Ended
LONG-TERM DEBT - Credit Facility (Details)	Oct. 16, 2020 USD ($) Lender	Nov. 26, 2019 USD ($)	Sep. 30, 2020 USD ($)
Long-term debt
Maximum borrowing capacity			$ 100,000,000
Current commitment under credit facility, amount			23,900,000
Amount outstanding			99,300,000
Long-term Debt.			87,853,998
Credit Facility
Long-term debt
Maximum borrowing capacity		$ 100,000,000
Credit facility term		4 years
Extension term		1 year
Additional borrowing capacity		$ 50,000,000
Long-term Debt.			$ 88,308,854
Credit Facility \| Subsequent Event
Long-term debt
Maximum borrowing capacity	$ 150,000,000
Available borrowing capacity	$ 46,500,000
Number Of Lenders \| Lender	2
Maximum borrowing capacity including accordion feature	$ 200,000,000
Credit Facility \| LIBOR \| Minimum
Long-term debt
Margin added to variable rate basis (as a percent)			1.35%
Credit Facility \| LIBOR \| Maximum
Long-term debt
Margin added to variable rate basis (as a percent)			1.95%

COMMON STOCK AND EARNINGS PER SHARE (Details) - USD ($)	3 Months Ended		9 Months Ended
COMMON STOCK AND EARNINGS PER SHARE (Details) - USD ($)	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Income Available to Common Shareholders:
Net Income Attributable to Alpine Income Property Trust, Inc.	$ 546,103	$ 998,739	$ 799,010	$ 2,925,819
Weighted Average Number of Common Shares Outstanding	7,455,281		7,632,660
Common Shares Applicable to Stock
Common Shares Applicable to OP Units using Treasury Stock Method	1,223,854		1,223,854
Total Shares Applicable to Diluted Earnings Per Share	8,679,135		8,856,514
Per Common Share Data:
Basic (in dollars per share)	$ 0.07		$ 0.10
Diluted (in dollars per share)	$ 0.06		$ 0.09

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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STOCK-BASED COMPENSATION - Non-Vested Restricted Shares (Details) - $ / shares		9 Months Ended
	Nov. 26, 2019	Sep. 30, 2020
Non employee
Weighted Average Fair Value
Outstanding (in dollars per share)		$ 18.80
Granted (in dollars per share		0.00
Vested (in dollars per share)		0.00
Expired (in dollars per share)		0.00
Forfeited (in dollars per share)		0.00
Outstanding (in dollars per share)		$ 18.80
Restricted shares
Shares
Granted (in shares)	8,000
Restricted shares \| Non employee
Shares
Outstanding (in shares)		8,000
Granted (in shares)	2,000	0
Vested (in shares)		0
Expired (in shares)		0
Forfeited (in shares)		0
Outstanding (in shares)		8,000

RELATED PARTY MANAGEMENT COMPANY - General Information (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
	Nov. 26, 2019	Sep. 30, 2020	Sep. 30, 2020
Related Party Transaction [Line Items]
Stock Issuance to Directors	$ 8,000
Share issued	421,053
Percentage Of outstanding common stock	22.30%
Stock split ratio	1
IPO
Related Party Transaction [Line Items]
Share issued	7,500,000
CTO
Related Party Transaction [Line Items]
Stock Issuance to Directors	$ 8,000
Percentage Of outstanding common stock	22.30%
Stock split ratio	1
CTO \| Management Agreement
Related Party Transaction [Line Items]
Quarterly base management fee (as a percent)	0.375%
Annual base management fee (as a percent)	1.50%
Cumulative annual hurdle rate (as a percent)	8.00%
Incentive fee	$ 0
Multiplying factor of outperformance amount with weighted average shares (as a percent)	15.00%
Management agreement renewal term	1 year
Voting rights (as a percent)	66.67%
Notice period	30 days
Payment of dividend		$ 408	$ 1,200
Payment of management fees		631	1,900
Payment of managers dividend and management fee		$ 0	$ 0

CONSOLIDATED AND BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
Common Stock
Common Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common Stock, shares authorized	500,000,000	500,000,000
Common Stock, shares issued	7,455,281	7,902,737
Common Stock, shares outstanding	7,455,281	7,902,737
Preferred Stock
Preferred Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred Stock, shares authorized	100,000,000	100,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION	9 Months Ended
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION	Sep. 30, 2020
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION	NOTE 2. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION BASIS OF PRESENTATION For the periods prior to November 26, 2019, the accompanying combined financial statements of Alpine Income Property Trust, Inc. Predecessor (the “Predecessor”) do not represent the financial position and results of operations of one legal entity, but rather a combination of entities under common control that have been “carved out” from CTO’s consolidated financial statements. Historically, financial statements of the Predecessor have not been prepared as it has not operated separately from CTO. These combined financial statements reflect the revenues and expenses of the Predecessor and include certain material assets and liabilities of CTO that are specifically identifiable and generated through, or associated with, an in-place net lease, which have been reflected at CTO’s historical basis. For periods subsequent to November 26, 2019, the accompanying consolidated financial statements represent the consolidated statements of PINE together with our consolidated subsidiaries. As a result of the Company’s acquisitions of the initial portfolio from CTO, the consolidated financial statements subsequent to November 26, 2019 are presented on a new basis of accounting pursuant to Accounting Standards Codification (“ASC”) 805-10, Business Combinations. The accompanying unaudited consolidated and combined financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These unaudited consolidated and combined financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, which provides a more complete understanding of the Company’s accounting policies, financial position, operating results, business properties, and other matters. The unaudited consolidated and combined financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the financial position of the Company and the results of operations for the interim periods. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020. The combined financial statements for the periods prior to November 26, 2019 include an allocation of general and administrative expenses to the Predecessor from CTO. In addition, general and administrative expenses include an allocation of the costs of certain CTO corporate functions, including executive oversight, treasury, finance, human resources, tax compliance and planning, internal audit, financial reporting, information technology, and investor relations. General and administrative expenses (including stock-based compensation) for periods prior to November 26, 2019 represent a pro rata allocation of costs from CTO based on the revenues of the Predecessor as a percentage of CTO’s total revenue. The Company believes the allocation methodology for general and administrative expenses for periods prior to November 26, 2019 is reasonable. However, the allocated general and administrative expense presented in our combined statements of operations for periods prior to November 26, 2019 does not necessarily reflect what our general and administrative expenses will be as a stand-alone public company for reporting periods subsequent to November 26, 2019. Additionally, most of the Predecessor entities included in CTO’s financial statements did not have separately established bank accounts for the periods presented, and most cash transactions were historically transacted through bank accounts owned by CTO. The combined statements of cash flows for the periods presented were prepared as if operating, investing, and financing transactions had been transacted through separate bank accounts of the Predecessor. The combined financial statements include, on a carve-out basis, the historical balance sheets, statements of operations, and cash flows attributed to the Predecessor. PRINCIPLES OF CONSOLIDATION For periods subsequent to November 26, 2019, the consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and other entities in which we have a controlling interest. All inter-company balances and transactions have been eliminated in the consolidated financial statements. For periods prior to November 26, 2019, the combined financial statements include, on a carve-out basis, the historical balance sheets, statements of operations, and cash flows of the Predecessor.

INTEREST RATE SWAP	9 Months Ended
INTEREST RATE SWAP	Sep. 30, 2020
INTEREST RATE SWAP
INTEREST RATE SWAP	NOTE 10. INTEREST RATE SWAP During April 2020, the Company entered into an Interest Rate Swap agreement to hedge cash flows tied to changes in the underlying floating interest rate tied to LIBOR for $50.0 million of the outstanding balance on the Credit Facility as discussed in Note 9, “Long-Term Debt.” During the nine months ended September 30, 2020, the Interest Rate Swap agreement was 100% effective. Accordingly, the change in fair value on the Interest Rate Swap has been included in accumulated other comprehensive loss. As of September 30, 2020, the fair value of our Interest Rate Swap agreement, which was a loss of approximately $619,000, was included in accounts payable, accrued expenses, and other liabilities on the consolidated balance sheets. The Interest Rate Swap was effective on April 30, 2020 and matures on November 26, 2024. The Interest Rate Swap fixed the variable rate debt on the notional amount of related debt of $50.0 million to a fixed rate of 0.48% plus the applicable spread.

EQUITY	9 Months Ended
EQUITY	Sep. 30, 2020
EQUITY
EQUITY	NOTE 11. EQUITY PREDECESSOR EQUITY The Predecessor equity represents net contributions from and distributions to CTO. Most of the entities included in the Predecessor’s financial statements did not have bank accounts for the periods presented and most cash transactions for the Predecessor were transacted through bank accounts owned by CTO and are included in the Predecessor equity. DIVIDENDS The Company has elected to be taxed as a REIT for U.S. federal income tax purposes under the Internal Revenue Code commencing with its short taxable year beginning on November 26, 2019 and ending on December 31, 2019. To qualify as a REIT, the Company must annually distribute, at a minimum, an amount equal to 90% of its taxable income, excluding net capital gains, and must distribute 100% of its taxable income (including net capital gains) to eliminate corporate federal income taxes payable by the REIT. Because taxable income differs from cash flow from operations due to non-cash revenues and expenses (such as depreciation and other items), in certain circumstances, the Company may generate operating cash flow in excess of its dividends, or alternatively, may need to make dividend payments in excess of operating cash flows. During the three and nine months ended September 30, 2020, the Company declared and paid cash dividends on its common stock and OP Units of $0.20 and $0.60 per share, respectively. See Note 17, “Subsequent Events” for disclosure related to the fourth quarter 2020 dividend.

SHARE REPURCHASES	9 Months Ended
SHARE REPURCHASES	Sep. 30, 2020
SHARE REPURCHASES
SHARE REPURCHASES	NOTE 13. SHARE REPURCHASES In March 2020, the Board approved a $5 million stock repurchase program (the “$5 Million Repurchase Program”). During the first half of 2020, the Company repurchased 456,237 shares of its common stock on the open market for a total cost of approximately $5 million, or an average price per share of $11.02 which completed the $5 Million Repurchase Program.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical)	9 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical)	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)
Supplemental Disclosure of Cash Flows:
Interest paid	$ 809,000	$ 0
Interest capitalized	0	$ 0
Outstanding on credit facility	99,300,000
Interest Rate Swap	618,563
Interest Rate Swap
Supplemental Disclosure of Cash Flows:
Interest Rate Swap	$ 619,000

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2020
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 16. COMMITMENTS AND CONTINGENCIES LEGAL PROCEEDINGS From time to time, the Company may be a party to certain legal proceedings, incidental to the normal course of business. While the outcome of the legal proceedings cannot be predicted with certainty, the Company does not expect that these proceedings will have a material effect upon our financial condition or results of operations. CONTRACTUAL COMMITMENTS - EXPENDITURES On January 13, 2020, the Company acquired a property in Georgetown, Texas leased to 7-Eleven (“7-Eleven-Georgetown”). As of September 30, 2020, cash rent has not yet commenced on this lease, although control of the property has been transferred to the tenant. During the three months ended September 30, 2020, the Company incurred approximately $388,000 of tenant improvements related to 7-Eleven-Georgetown. Additionally, approximately $519,000 of tenant improvements are expected to be completed during October 2020, for a total commitment of approximately $907,000 as of September 30, 2020. Pursuant to the lease with 7-Eleven, upon completion of the tenant improvements, the tenant will fund $360,000 to the Company as a partial reimbursement, for total anticipated net cash outlay of approximately $547,000. The Company anticipates rent to commence prior to the end of 2020 upon completion of the remaining tenant improvements.

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2020
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 17. SUBSEQUENT EVENTS The Company reviewed all subsequent events and transactions through October 30, 2020, the date the consolidated and combined financial statements were available to be issued. OCTOBER 2020 RENT UPDATE As of October 30, 2020, the Company had received October 2020 payments from tenants representing 100% of the CBR due for the month of October 2020. CREDIT FACILITY On October 16, 2020, the Company executed the Second Amendment to the Credit Facility, with the addition of two lenders, Huntington National Bank and Truist Bank, respectively. As a result of the Second Amendment, the Credit Facility has a total borrowing capacity of $150 million with the ability to increase that capacity up to $200 million during the term, utilizing an accordion feature, subject to lender approval. FOURTH QUARTER 2020 DIVIDEND The Company declared a fourth quarter 2020 cash dividend of $0.22 per share, representing a 10% increase from the third quarter 2020. The dividend is payable on December 31, 2020 to stockholders of record as of December 15, 2020. There were no other reportable subsequent events or transactions.

BUSINESS AND ORGANIZATION - Business (Details)	Sep. 30, 2020 employee state item property
Description of business
Number of real estate properties	45
Number of markets in which entity operates \| item	32
Number of states in which entity operates \| state	17
Entity Number of Employees \| employee	0
Single-tenant
Description of business
Number of real estate properties	45

BUSINESS AND ORGANIZATION - COVID-19 Pandemic (Details)	3 Months Ended		9 Months Ended
BUSINESS AND ORGANIZATION - COVID-19 Pandemic (Details)	Sep. 30, 2020 USD ($) property	Jun. 30, 2020	Sep. 30, 2020 USD ($)
BUSINESS AND ORGANIZATION
Percentage of contractual base rent received	100.00%		100.00%
Percentage of unpaid contractual base rent deferred	100.00%
Percentage of unpaid contractual base rent abated			100.00%
Percentage of Deferred Rent Pending full execution			6.00%
Percentage Of Contractual Base Rent On Which No Agreement Has Been Reached		2.00%
Number of Income Properties \| property	15
Drew amount of credit facility			$ 95,000,000
Payments to Acquire Commercial Real Estate	$ 28,600,000
Outstanding on credit facility	99,300,000		99,300,000
Total borrowing capacity on the credit facility	$ 23,900,000		$ 23,900,000

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION (Details)	Nov. 26, 2019
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
Financial Designation, Predecessor and Successor	Predecessor

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Stock-based Compensation (Details) - USD ($) $ in Thousands		9 Months Ended
	Nov. 26, 2019	Sep. 30, 2020	Apr. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Interest rate swap			$ 50,000
Restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted shares	8,000
Granted (in shares)	8,000
Credit Facility
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Interest rate swap			$ 50,000
Non employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum aggregate compensation and grant fair value of awards		$ 300
Non employee \| Restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted shares	2,000	0
Aggregate grant date fair value	$ 150
Granted (in shares)	2,000	0
Vesting period	3 years	3 years
Equity Incentive Plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock authorized for issuance		684,494
Awards granted		0

INCOME PROPERTY PORTFOLIO - Portfolio Information (Details) ft² in Millions	Sep. 30, 2020 ft² property
INCOME PROPERTY PORTFOLIO
Number of real estate properties \| property	45
Area of real estate property \| ft²	1.5

INCOME PROPERTY PORTFOLIO - Minimum Future Base Rental Revenue on Non-cancelable Leases (Details) $ in Thousands	Sep. 30, 2020 USD ($)
Minimum future base rental revenue on non-cancelable leases
Remainder of 2020	$ 4,638
2021	19,753
2022	19,454
2023	19,488
2024	19,002
2025 and thereafter (cumulative)	86,309
Total	$ 168,644

INCOME PROPERTY PORTFOLIO - Properties Acquired - General Information (Details)	9 Months Ended
	Sep. 30, 2020 USD ($) property	Sep. 30, 2019 USD ($) property	Dec. 31, 2019 USD ($)
INCOME PROPERTY PORTFOLIO
Number of real estate properties \| property	45
Acquired intangible liabilities for the below market lease	$ 2,910,877		$ 1,908,193
Single-tenant Net Lease Income Properties Acquired in 2020
INCOME PROPERTY PORTFOLIO
Number of real estate properties \| property	26
Purchase price	$ 99,282,347
Acquired properties, cost	100,300,000
Initial cost of land	25,800,000
Initial cost of building and improvements	59,700,000
Acquired in-place lease value, leasing fees, and above market lease value	16,100,000
Acquired intangible liabilities for the below market lease	$ 1,300,000
Weighted average amortization period of intangible liabilities	10 years 2 months 12 days
Single-tenant Net Lease Income Properties Acquired in 2019
INCOME PROPERTY PORTFOLIO
Number of real estate properties \| property		5
Purchase price		$ 26,809,000
Acquired properties, cost		27,000,000
Initial cost of land		10,000,000
Initial cost of building and improvements		13,800,000
Acquired in-place lease value, leasing fees, and above market lease value		3,600,000
Acquired intangible liabilities for the below market lease		$ 400,000
Weighted average amortization period of intangible liabilities		10 years 7 months 6 days

INCOME PROPERTY PORTFOLIO - Properties Acquired - Additional Information (Details) - Single-tenant Net Lease Income Property, Live Nation Entertainment, Inc, East Troy, Wisconsin	9 Months Ended
	Sep. 30, 2019 a item
INCOME PROPERTY PORTFOLIO
Seating capacity of open air entertainment venue	7,500
Seating capacity of outdoor amphitheatre	37,000
Outdoor amphitheater, green space, area, minimum \| a	150

INCOME PROPERTY PORTFOLIO - Properties Sold (Details)		3 Months Ended	9 Months Ended
INCOME PROPERTY PORTFOLIO - Properties Sold (Details)	Sep. 25, 2020 USD ($) $ / shares	Sep. 30, 2020 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)
ASSETS HELD FOR SALE
Gain on sale of assets		$ 287,375	$ 287,375
Number of properties sold				0
Disposal Group, Disposed of by Sale, Not Discontinued Operations \| Single-tenant Net Lease Income Property, Outback Steakhouse, Charlottesville, Virginia
ASSETS HELD FOR SALE
Sales price	$ 5,100,000
Percentage Leased	5.80%
Gain on sale of assets	$ 287,000
Gain on sale of assets per diluted share \| $ / shares	$ 0.03

FAIR VALUE OF FINANCIAL INSTRUMENTS - Carrying Value and Estimated Fair Value (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Carrying Value
Carrying value and estimated fair value of financial instruments
Cash and Cash Equivalents	$ 1,885,906	$ 12,341,978
Long-Term Debt	87,853,998
Estimated Fair Value
Carrying value and estimated fair value of financial instruments
Cash and Cash Equivalents	1,885,906	$ 12,341,978
Long-Term Debt	$ 87,853,998

FAIR VALUE OF FINANCIAL INSTRUMENTS - Measured on a Recurring Basis (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Assets, Fair Value Disclosure [Abstract]
Interest Rate Swap	$ (618,563)
Recurring basis
Assets, Fair Value Disclosure [Abstract]
Interest Rate Swap		$ 0
Derivatives liabilities		$ 0
Recurring basis \| Significant Other Observable Inputs (Level 2)
Assets, Fair Value Disclosure [Abstract]
Interest Rate Swap	$ (618,563)

INTANGIBLE ASSETS AND LIABILITIES - Components (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Intangible Assets And Liabilities [Line Items]
Sub-total Intangible Lease Assets	$ 38,087,719	$ 22,648,727
Accumulated Amortization	(3,080,072)	(291,094)
Sub-total Intangible Lease Assets—Net	35,007,647	22,357,633
Intangible Lease Liabilities
Value of Below Market In-Place Leases	(3,189,862)	(1,933,416)
Sub-total Intangible Lease Liabilities	(3,189,862)	(1,933,416)
Accumulated Amortization	278,985	25,223
Sub-total Intangible Lease Liabilities —Net	(2,910,877)	(1,908,193)
Total Intangible Assets and Liabilities—Net	32,096,770	20,449,440
Value of In-Place Leases
Intangible Assets And Liabilities [Line Items]
Sub-total Intangible Lease Assets	25,104,956	14,479,323
Value of Above Market In-Place Leases
Intangible Assets And Liabilities [Line Items]
Sub-total Intangible Lease Assets	2,186,801	1,625,325
Value of Intangible Leasing Costs
Intangible Assets And Liabilities [Line Items]
Sub-total Intangible Lease Assets	$ 10,795,962	$ 6,544,079

OTHER ASSETS (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
OTHER ASSETS
Tenant Receivables	$ 189,122
Accrued Unbilled Tenant Receivables	576,203
Prepaid Insurance	62,835	$ 498,999
Deposits on Acquisitions	125,000	200,000
Prepaid and Deposits - Other	419,748	88,318
Total Other Assets	$ 1,372,908	$ 787,317

ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES (Details)	Sep. 30, 2020 USD ($) item	Dec. 31, 2019 USD ($) item $ / shares
ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES
Accounts Payable	$ 274,574	$ 462,524
Accrued Expenses	1,999,413	311,342
Dividend Payable		70,984
Accrual for Tenant Improvement		626,872
Interest Rate Swap	618,563
Total Accounts Payable, Accrued Expenses, and Other Liabilities	$ 2,892,550	$ 1,471,722
Dividend declared and payable (in dollars per share) \| $ / shares		$ 0.058
Number of OP units due to Consolidated Tomoka Land Co \| item	1,223,854	1,223,854

LONG-TERM DEBT - Payments Applicable to Reduction of Principal (Details)	Sep. 30, 2020 USD ($)
Payments applicable to reduction of principal amounts
2023	$ 88,308,854
Total Long-Term Debt - Face Value	$ 88,308,854

LONG-TERM DEBT - Interest Expense (Details) - USD ($)	3 Months Ended	9 Months Ended
LONG-TERM DEBT - Interest Expense (Details) - USD ($)	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2019
LONG-TERM DEBT
Interest Expense	$ 340,000	$ 845,000
Amortization of Loan Costs	44,000	132,327
Total Interest Expense	384,000	977,000
Total Interest Paid	$ 308,000	$ 809,000	$ 0

INTEREST RATE SWAP (Details) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended
INTEREST RATE SWAP (Details) - USD ($) $ in Thousands	Apr. 30, 2020	Sep. 30, 2020
INTEREST RATE SWAP
Outstanding on credit facility		$ 99,300
Interest rate swap	$ 50,000
Interest Rate Swap
INTEREST RATE SWAP
Loss of interest rate swap		$ 619
Credit Facility
INTEREST RATE SWAP
Interest rate swap	50,000
Notional amount	50,000
Revolving credit facility
INTEREST RATE SWAP
Outstanding on credit facility	$ 50,000
Revolving credit facility \| Interest Rate Swap
INTEREST RATE SWAP
Effective percentage of interest rate swaps percentage		100.00%
LIBOR \| Interest Rate Swap
INTEREST RATE SWAP
Spread fixed rate	0.48%

EQUITY (Details) - $ / shares	3 Months Ended	9 Months Ended
EQUITY (Details) - $ / shares	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2019
Dividends
Minimum taxable income excluding capital gain to be distributed to be taxed as a REIT			90.00%
Minimum taxable income including capital gain to be distributed to be taxed as a REIT			100.00%
Dividends on common stock and OP Units declared	$ 0.20	$ 0.60
Dividends on common stock and OP Units paid	$ 0.20	$ 0.60

SHARE REPURCHASES (Details) - USD ($)	6 Months Ended	9 Months Ended
SHARE REPURCHASES (Details) - USD ($)	Jun. 30, 2020	Sep. 30, 2020	Mar. 31, 2020
SHARE REPURCHASES [Line Items]
Stock repurchased amount		$ 5,013,684
$5 Million Repurchase Program
SHARE REPURCHASES [Line Items]
Stock repurchase program authorized amount	$ 5,000,000		$ 5,000,000
Shares repurchased (in shares)	456,237
Stock repurchased amount	$ 5,000,000
Average price per share of stock repurchased	$ 11.02

STOCK-BASED COMPENSATION - General Information (Details)				3 Months Ended	9 Months Ended
	Oct. 01, 2020 shares	Jul. 01, 2020 shares	Apr. 01, 2020 shares	Sep. 30, 2020 USD ($)	Sep. 30, 2020 USD ($) D shares
STOCK-BASED COMPENSATION
Stock Issuance to Directors				$ 68,045	$ 171,284
Non employee
STOCK-BASED COMPENSATION
Stock Issuance to Directors					$ 163,000
Non employee \| Restricted shares
STOCK-BASED COMPENSATION
Period for average closing price \| D					20
Shares issued (in shares) \| shares	3,474	3,414	4,098		10,986

RELATED PARTY MANAGEMENT COMPANY - Due from the Company to CTO (Details) - CTO - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Management Fee due to CTO	$ 631	$ 254
Dividend Payable on OP Units		71
Other	(1)	56
Total	$ 630	$ 381

COMMITMENTS AND CONTINGENCIES (Details) - Georgetown, TX NOT USED IN 10-Q $ in Thousands	Jan. 13, 2020 USD ($)
Commitments
Contractual Fund	$ 907
Funding for tenant improvements	388
Expected tenant improvement expenses	519
Contractual Obligation	907
Refund of tenant improvements	360
Total anticipated net cash outlay	$ 547

SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Millions		3 Months Ended
	Oct. 16, 2020 USD ($) Lender	Dec. 31, 2020 $ / shares	Oct. 31, 2020	Sep. 30, 2020 USD ($)	Dec. 31, 2019 $ / shares	Nov. 26, 2019 USD ($)
SUBSEQUENT EVENTS
Percentage of contractual base rent received				100.00%
Maximum borrowing capacity				$ 100
Dividends Payable, Amount Per Share \| $ / shares					$ 0.058
Credit Facility
SUBSEQUENT EVENTS
Maximum borrowing capacity						$ 100
Subsequent Event
SUBSEQUENT EVENTS
Percentage of contractual base rent received			100.00%
Dividends Payable, Amount Per Share \| $ / shares		$ 0.22
Percentage Of Increase In Cash Dividend		10.00%
Subsequent Event \| Credit Facility
SUBSEQUENT EVENTS
Number Of Lenders \| Lender	2
Maximum borrowing capacity	$ 150
Maximum borrowing capacity including accordion feature	$ 200