Document and Entity Information
Document and Entity Information - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | May 01, 2020 | |
Cover [Abstract] | ||
Entity Central Index Key | 0000023795 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 01-11350 | |
Entity Registrant Name | CTO Realty Growth Inc. | |
Entity Incorporation, State or Country Code | FL | |
Entity Tax Identification Number | 59-0483700 | |
Entity Address, Address Line One | 1140 N. Williamson Blvd. | |
Entity Address, Address Line Two | Suite 140 | |
Entity Address, City or Town | Daytona Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32114 | |
City Area Code | 386 | |
Local Phone Number | 274-2202 | |
Title of 12(b) Security | COMMON STOCK, $1.00 PAR VALUE | |
Trading Symbol | CTO | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Listing, Par Value Per Share | $ 1 | |
Entity Common Stock, Shares Outstanding | 4,713,261 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant, and Equipment: | ||
Total Property, Plant, and Equipment | $ 508,969,356 | $ 393,599,852 |
Less, Accumulated Depreciation and Amortization | (23,865,921) | (23,008,382) |
Property, Plant, and Equipment—Net | 485,103,435 | 370,591,470 |
Land and Development Costs | 6,805,176 | 6,732,291 |
Intangible Lease Assets—Net | 65,638,034 | 49,022,178 |
Assets Held for Sale—See Note 23 | 4,633,801 | 833,167 |
Investment in Joint Ventures | 55,741,248 | 55,736,668 |
Investment in Alpine Income Property Trust, Inc. | 25,108,018 | 38,814,425 |
Mitigation Credits | 2,559,434 | 2,322,596 |
Commercial Loan Investments | 39,658,204 | 34,625,173 |
Cash and Cash Equivalents | 18,593,046 | 6,474,637 |
Restricted Cash | 2,910,392 | 128,430,049 |
Other Assets—See Note 12 | 10,284,943 | 9,703,549 |
Total Assets | 717,035,731 | 703,286,203 |
Liabilities: | ||
Accounts Payable | 1,239,274 | 1,385,739 |
Accrued and Other Liabilities—See Note 17 | 8,574,703 | 5,687,192 |
Deferred Revenue—See Note 18 | 5,634,425 | 5,830,720 |
Intangible Lease Liabilities—Net | 27,207,594 | 26,198,248 |
Liabilities Held for Sale—See Note 23 | 831,320 | 831,320 |
Income Taxes Payable | 998,519 | 439,086 |
Deferred Income Taxes—Net | 86,969,609 | 90,282,173 |
Long-Term Debt | 313,372,702 | 287,218,303 |
Total Liabilities | 444,828,146 | 417,872,781 |
Commitments and Contingencies—See Note 21 | ||
Shareholders' Equity: | ||
Common Stock – 25,000,000 shares authorized; $1 par value, 6,105,763 shares issued and 4,716,106 shares outstanding at March 31, 2020; 6,076,813 shares issued and 4,770,454 shares outstanding at December 31, 2019 | 6,044,971 | 6,017,218 |
Treasury Stock – 1,389,657 shares at March 31, 2020 and 1,306,359 shares at December 31, 2019 | (77,355,328) | (73,440,714) |
Additional Paid-In Capital | 32,190,616 | 26,689,795 |
Retained Earnings | 312,626,687 | 326,073,199 |
Accumulated Other Comprehensive Income (Loss) | (1,299,361) | 73,924 |
Total Shareholders' Equity | 272,207,585 | 285,413,422 |
Total Liabilities and Shareholders’ Equity | 717,035,731 | 703,286,203 |
Income Properties, Land, Buildings, and Improvements | ||
Property, Plant, and Equipment: | ||
Total Property, Plant, and Equipment | 508,205,557 | 392,841,899 |
Other Furnishings and Equipment | ||
Property, Plant, and Equipment: | ||
Total Property, Plant, and Equipment | 739,011 | 733,165 |
Construction in Progress | ||
Property, Plant, and Equipment: | ||
Total Property, Plant, and Equipment | $ 24,788 | $ 24,788 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Common Stock | ||
Common Stock, shares authorized | 25,000,000 | 25,000,000 |
Common Stock, par value (in dollars per share) | $ 1 | $ 1 |
Common Stock, shares issued | 6,105,763 | 6,076,813 |
Common Stock, shares outstanding | 4,716,106 | 4,770,454 |
Treasury Stock | ||
Treasury Stock, shares held | 1,389,657 | 1,306,359 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues | ||
Total Revenues | $ 12,838,432 | $ 10,959,319 |
Direct Cost of Revenues | ||
Total Direct Cost of Revenues | (3,637,461) | (1,978,655) |
General and Administrative Expenses | (3,091,740) | (2,501,620) |
Impairment Charges | (1,904,500) | |
Depreciation and Amortization | (4,552,471) | (3,346,287) |
Total Operating Expenses | (13,186,172) | (7,826,562) |
Gain on Disposition of Assets | 6,869,957 | |
Gain on Extinguishment of Debt | 636,937 | |
Other Gains and Income | 636,937 | 6,869,957 |
Total Operating Income | 289,197 | 10,002,714 |
Investment and Other Income (Loss) | (13,186,398) | 38,755 |
Interest Expense | (3,452,598) | (2,923,229) |
Income (Loss) from Continuing Operations Before Income Tax Expense | (16,349,799) | 7,118,240 |
Income Tax Benefit (Expense) from Continuing Operations | 4,087,940 | (1,774,640) |
Income (Loss) from Continuing Operations | (12,261,859) | 5,343,600 |
Income from Discontinued Operations (Net of Income Tax)—See Note 23 | 1,124,499 | |
Net Income (Loss) | $ (12,261,859) | $ 6,468,099 |
Basic and Diluted | ||
Net Income (Loss) from Continuing Operations | $ (2.60) | $ 1 |
Net Income from Discontinued Operations (Net of Income Tax) | 0.21 | |
Basic and Diluted Net Income (Loss) per Share | (2.60) | 1.21 |
Dividends Declared and Paid (in dollars per share) | $ 0.25 | $ 0.10 |
Income Properties | ||
Revenues | ||
Total Revenues | $ 11,003,031 | $ 10,724,418 |
Direct Cost of Revenues | ||
Total Direct Cost of Revenues | (2,113,095) | (1,932,488) |
Depreciation and Amortization | (4,547,421) | (3,339,856) |
Management Fee Income | ||
Revenues | ||
Total Revenues | 702,601 | |
Interest Income from Commercial Loan Investments | ||
Revenues | ||
Total Revenues | 1,052,049 | |
Real Estate Operations | ||
Revenues | ||
Total Revenues | 80,751 | 234,901 |
Direct Cost of Revenues | ||
Total Direct Cost of Revenues | $ (1,524,366) | $ (46,167) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Net Income (Loss) | $ (12,261,859) | $ 6,468,099 |
Other Comprehensive Loss | ||
Cash Flow Hedging Derivative - Interest Rate Swap (Net of Income Tax of $(457,059) and $(43,732), respectively) | (1,373,285) | (128,814) |
Total Other Comprehensive Loss, Net of Income Tax | (1,373,285) | (128,814) |
Total Comprehensive Income (Loss) | $ (13,635,144) | $ 6,339,285 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Cash Flow Hedging Derivative - Interest Rate Swap, Income Tax | $ (457,059) | $ (43,732) |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total |
Balance at Dec. 31, 2018 | $ 5,995,257 | $ (32,345,002) | $ 24,326,778 | $ 213,297,897 | $ 486,543 | $ 211,761,473 |
Increase (decrease) in shareholders' equity | ||||||
Net Income (Loss) | 6,468,099 | 6,468,099 | ||||
Stock Repurchase | (4,125,194) | (4,125,194) | ||||
Exercise of Stock Options | 12,957 | (316,272) | (303,315) | |||
Stock Issuance | 4,779 | 267,352 | 272,131 | |||
Stock Compensation Expense from Restricted Stock Grants and Equity Classified Stock Options | 539,470 | 539,470 | ||||
Cash Dividends | (534,896) | (534,896) | ||||
Other Comprehensive Loss, Net of Income Tax | (128,814) | (128,814) | ||||
Balance at Mar. 31, 2019 | 6,012,993 | (36,470,196) | 24,817,328 | 219,231,100 | 357,729 | 213,948,954 |
Balance at Dec. 31, 2018 | 5,995,257 | (32,345,002) | 24,326,778 | 213,297,897 | 486,543 | 211,761,473 |
Increase (decrease) in shareholders' equity | ||||||
Stock Repurchase | (41,100,000) | |||||
Balance at Dec. 31, 2019 | 6,017,218 | (73,440,714) | 26,689,795 | 326,073,199 | 73,924 | 285,413,422 |
Increase (decrease) in shareholders' equity | ||||||
Net Income (Loss) | (12,261,859) | (12,261,859) | ||||
Stock Repurchase | (3,914,614) | (3,914,614) | ||||
Equity Component of Convertible Debt | 5,247,550 | 5,247,550 | ||||
Vested Restricted Stock and Performance Shares | 23,892 | (561,973) | (538,081) | |||
Stock Issuance | 3,861 | 237,280 | 241,141 | |||
Stock Compensation Expense from Restricted Stock Grants and Equity Classified Stock Options | 577,964 | 577,964 | ||||
Cash Dividends | (1,184,653) | (1,184,653) | ||||
Other Comprehensive Loss, Net of Income Tax | (1,373,285) | (1,373,285) | ||||
Balance at Mar. 31, 2020 | $ 6,044,971 | $ (77,355,328) | $ 32,190,616 | $ 312,626,687 | $ (1,299,361) | $ 272,207,585 |
CONSOLIDATED STATEMENTS OF SH_2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Common Stock | ||
Cash Dividends (in dollars per share) | $ 0.25 | $ 0.10 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash Flow from Operating Activities: | ||
Net Income (Loss) | $ (12,261,859) | $ 6,468,099 |
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities: | ||
Depreciation and Amortization | 4,552,471 | 3,346,287 |
Amortization of Intangible Liabilities to Income Property Revenue | (474,023) | (580,655) |
Loan Cost Amortization | 149,503 | 105,841 |
Amortization of Discount on Convertible Debt | 503,987 | 331,260 |
Gain on Disposition of Assets Held for Sale | (6,869,957) | |
Gain on Extinguishment of Debt | (636,937) | |
Impairment Charges | 1,904,500 | |
Accretion of Commercial Loan Origination Fees | (87,590) | |
Non-Cash Imputed Interest on Commercial Loan Investment | (95,566) | |
Deferred Income Taxes | (6,472,549) | 981,616 |
Unrealized Loss on Investment Securities | 13,706,407 | |
Non-Cash Compensation | 577,964 | 811,601 |
Decrease (Increase) in Assets: | ||
Refundable Income Taxes | 225,024 | |
Golf Assets Held for Sale | (204) | (218,215) |
Land and Development Costs | (72,885) | 19,151 |
Mitigation Credits | (236,838) | 14,444 |
Other Assets | (581,394) | (626,572) |
Increase (Decrease) in Liabilities: | ||
Accounts Payable | (146,465) | (46,184) |
Accrued and Other Liabilities | 2,887,511 | (928,957) |
Deferred Revenue | (196,295) | (579,351) |
Golf Liabilities Held for Sale | 294,689 | |
Income Taxes Payable | 559,433 | 1,465,653 |
Net Cash Provided By Operating Activities | 3,579,171 | 4,213,774 |
Cash Flow from Investing Activities: | ||
Acquisition of Property, Plant, and Equipment and Intangible Lease Assets and Liabilities | (137,997,353) | (188,112) |
Acquisition of Commercial Loan Investments | (6,754,375) | |
Cash Contribution for Interest in Joint Venture | (4,580) | (9,515) |
Proceeds from Disposition of Property, Plant, and Equipment, Net, and Assets Held for Sale | 24,004,060 | |
Net Cash Provided By (Used In) Investing Activities | (144,756,308) | 23,806,433 |
Cash Flow from Financing Activities: | ||
Proceeds from Long-Term Debt | 56,641,000 | 3,000,000 |
Payments on Long-Term Debt | (21,589,269) | (44,070,200) |
Cash Paid for Loan Fees | (1,879,635) | |
Cash Proceeds from Exercise of Stock Options and Stock Issuance | 241,141 | |
Cash Used to Purchase Common Stock | (3,914,614) | (4,125,194) |
Cash Paid for Vesting of Restricted Stock | (538,081) | (303,315) |
Dividends Paid | (1,184,653) | (534,896) |
Net Cash Provided By (Used In) Financing Activities | 27,775,889 | (46,033,605) |
Net Decrease in Cash | (113,401,248) | (18,013,398) |
Cash, Beginning of Year | 134,904,686 | 22,031,964 |
Cash, End of Period | 21,503,438 | 4,018,566 |
Reconciliation of Cash to the Consolidated Balance Sheets: | ||
Cash and Cash Equivalents | 18,593,046 | 2,682,205 |
Restricted Cash | 2,910,392 | 1,336,361 |
Total Cash as of March 31, 2020 and 2019, respectively | $ 21,503,438 | $ 4,018,566 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) | Feb. 04, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Supplemental Disclosure of Cash Flows: | |||
Income taxes paid | $ 0 | $ 0 | |
Income taxes refunded | 5,000 | 687,000 | |
Interest paid | 3,140,000 | 3,431,000 | |
Interest capitalized | 0 | 0 | |
Face amount of debt | 322,556,453 | ||
Increase (decrease) in assets held for sale | 204 | 218,215 | |
Increase in liabilities held for sale | 294,689 | ||
Right-of-use assets | 334,394 | ||
Lease liabilities | 335,714 | ||
Stock Issuance | 241,141 | 272,131 | |
Accrued and Other Liabilities | 2,887,511 | (928,957) | |
Land and Development Costs | (72,885) | 19,151 | |
Supplemental disclosure of investing and financing activities | |||
Purchase price | 137,235,000 | ||
Net cash provided by Operating activities discontinued operations | 1,700,000 | ||
4.50% Convertible Senior Notes due 2020 | |||
Supplemental Disclosure of Cash Flows: | |||
Debt conversion amount | $ 57,400,000 | ||
Face amount of debt | 75,000,000 | ||
3.875% Convertible Senior Notes due 2025 | |||
Supplemental Disclosure of Cash Flows: | |||
Debt conversion amount | 57,400,000 | ||
Proceeds and payment on convertible notes | 17,600,000 | ||
Face amount of debt | 17,600,000 | 70,000,000 | |
Convertible senior notes issuance amount allocated to equity component for the conversion option, net of tax effect | 5,200,000 | ||
Convertible senior notes decrease in long-term debt for the conversion option | 7,000,000 | ||
Convertible senior notes issuance increase in deferred income taxes for the tax effect on the amount allocated to equity component for the conversion option | $ 1,800,000 | ||
Real Estate Operations | |||
Supplemental disclosure of investing and financing activities | |||
Net cash provided by Operating activities discontinued operations | 1,900,000 | ||
Golf Operations | Discontinued Operations, Held-for-sale | |||
Supplemental Disclosure of Cash Flows: | |||
Increase (decrease) in assets held for sale | 208,000 | ||
Increase in liabilities held for sale | 208,000 | ||
Supplemental disclosure of investing and financing activities | |||
Net cash provided by Operating activities discontinued operations | $ (215,000) | ||
Accounting Standards Update 2016-02 | Restatement | |||
Supplemental Disclosure of Cash Flows: | |||
Right-of-use assets | 681,000 | ||
Lease liabilities | $ 473,000 |
DESCRIPTION OF BUSINESS AND PRI
DESCRIPTION OF BUSINESS AND PRINCIPLES OF INTERIM STATEMENTS | 3 Months Ended |
Mar. 31, 2020 | |
DESCRIPTION OF BUSINESS AND PRINCIPLES OF INTERIM STATEMENTS | |
DESCRIPTION OF BUSINESS AND PRINCIPLES OF INTERIM STATEMENTS | NOTE 1. DESCRIPTION OF BUSINESS AND PRINCIPLES OF INTERIM STATEMENTS COVID-19 PANDEMIC In March 2020, the agency of the United Nations, responsible for international public health, 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 caused significant volatility in the U.S. and international markets and in many industries, business activity has virtually shut-down entirely. There is significant 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. As such, the Company is not yet able to determine the full impact of the COVID-19 Pandemic on its operations and therefore, the potential that such impact will be material. The actions taken by An assessment of the current or identifiable potential financial and operational impact on the Company as a result of the COVID-19 Pandemic is as follows: · Based on April 2020 contractual base rent, of the Company’s portfolio, 62% has remained open since the onset, of the COVID-19 Pandemic, with 27% operating on a limited basis. · The Company was contacted by certain of its tenants who are seeking rent relief through possible deferrals or other potential modifications of lease terms, beginning with the April 2020 rent. The rent payable for April 2020 from the Company’s tenants seeking rent relief represents approximately 37% of April 2020 contractual base rent. We expect that our rent collections will be below our tenants’ contractual rent obligations for so long as governmental orders require non-essential businesses to remain closed and residents to stay at home, which will adversely impact our results of operations. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted. April collections and rent relief requests to-date may not be indicative of collections or requests in any future period. Depending upon the duration of tenant closures and the overall economic downturn resulting from the COVID-19 Pandemic, we may find deferred rents difficult to collect. · The Company believes certain of the programs available under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) may provide tenants with the ability to obtain proceeds from loans provided by the Federal government which could provide liquidity that would allow the tenant to pay its near-term rent. However, no assurances can be given that the tenants will seek to access or will receive funds from these programs or will be able to use the proceeds to pay their rent in the near-term or otherwise. · Given uncertainty surrounding the depth, duration, and geographic impact of the COVID-19 Pandemic, as a precautionary measure intended to support the Company’s liquidity, the Company, in March 2020, drew $20 million of available capacity on its $200 million Credit Facility (hereinafter defined in Note 15, “Long-Term Debt”). As a result, the Company, as of March 31, 2020, has approximately $19 million in cash on hand with approximately $199 million outstanding on the Credit Facility. · The total borrowing capacity on the Credit Facility, based on the assets currently in the borrowing base, is approximately $200 million, and as such, the Company has the borrowing capacity of approximately $1 million on the Credit Facility. Pursuant to the terms of the Credit Facility, any property in the borrowing base with a tenant that is more than 60 days past due on its contractual rent obligations would be automatically removed from the borrowing base and the Company’s borrowing capacity would be reduced. The Company believes that certain modifications, including a deferral of current rent that is paid later in 2020, do not meet with the past due terms of the Credit Facility and thus, any of the Company’s applicable properties would not be required to be removed from the borrowing base. · As are result of the outbreak of the COVID-19 Pandemic, the federal government and the State of Florida issued orders encouraging everyone to remain in their residence and not go into work. In response to these orders and in the best interest of our employees and directors, we have implemented significant preventative measures to ensure the health and safety of our employees and Board of Directors (the “Board”), including: i) conducting all meetings of our Board and Committees of the Board telephonically or via a visual conferencing service, permitting our employees to work from home at their election, enforcement of appropriate social distancing practices in our office, encouraging our employees to wash their hands often and providing hand sanitizer throughout our office, requiring 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 our offices. These preventative measures, including the transition to a remote workforce, have not had any material adverse impact on our financial reporting systems, internal controls over financial reporting or disclosure controls and procedures. At this time, we have not laid off, furloughed, or terminated any employee in response to the COVID-19 Pandemic. The Compensation Committee of our Board may reevaluate the performance goals and other aspects of the compensation arrangements of our executive officers later in 2020 as more information about the effects of the COVID-19 Pandemic become known. A prolonged period of mandated closures or other social-distancing guidelines may adversely impact our tenants’ ability to generate sufficient revenues, and could force tenants to default on their leases, or result in the bankruptcy or insolvency of tenants, which would diminish the rental revenue we receive under our leases. The uncertainty surrounding the pandemic precludes any prediction as to the ultimate adverse impact on the Company. Nevertheless, the COVID-19 Pandemic presents material uncertainty and risk with respect to our performance, business or financial condition, results from operations and cash flows. The extent of the effects of the COVID-19 Pandemic on our business, results of operations, cash flows, and growth prospects is highly uncertain and will ultimately depend on future developments, none of which can be predicted with any certainty. See Part I – Item 1A. Risk Factors of our Annual Report on Form 10-K and in this 10-Q in Part II – Item 1A. Risk Factors. However, we believe the actions we are taking will help minimize interruptions to our operations and will put us in the best position to participate in the recovery when the time comes. Management and the Board will continue to actively monitor the effects of the pandemic, including governmental directives in the jurisdictions in which we operate and the recommendations of public health authorities, and will, as needed, take further measures to adapt our business in the best interests of our shareholders and personnel. Description of Business The terms “us,” “we,” “our,” and “the Company” as used in this report refer to Consolidated-Tomoka Land Co. together with our consolidated subsidiaries. We are a diversified real estate operating company. We own and manage, sometimes utilizing third-party property management companies, thirty-six commercial real estate properties in twelve states in the United States. As of March 31, 2020, we owned twenty-nine single-tenant and seven multi-tenant income-producing properties with approximately 2.3 million square feet of gross leasable space. See Note 24, “Subsequent Events”, for information related to the two single-tenant income properties sold subsequent to March 31, 2020. In addition to our income property portfolio, as of March 31, 2020, our business included the following: Management Services: · A fee-based management business that is engaged in managing Alpine Income Property Trust, Inc. (“PINE”) and the entity that holds the approximately 4,900 acres of undeveloped land in Daytona Beach, Florida (the “Land JV”), see Note 5, “Related Party Management Services Business”. Commercial Loan Investments: · A portfolio of commercial loan investments. Real Estate Operations: · A portfolio of mineral interests consisting of approximately 455,000 subsurface acres in 20 counties in the State of Florida and a portfolio of mitigation credits; · A retained interest in the Land JV which is seeking to sell approximately 4,900 acres of undeveloped land in Daytona Beach, Florida; and · An interest in a joint venture (the “Mitigation Bank JV”) that owns an approximately 2,500 acre parcel of land in the western part of Daytona Beach, Florida which is engaged in the operation of a mitigation bank, which, pursuant to a mitigation plan approved by the applicable state and federal authorities, produces mitigation credits that are marketed and sold to developers of land in the Daytona Beach area for the purpose of enabling the developers to obtain certain regulatory permits. Our business also includes, as outlined above, our initial investment in PINE of approximately $38.8 million, or approximately 22.5% of the PINE’s outstanding equity, including the units of limited partnership interest (“OP Units”) we hold in Alpine Income Property OP, LP (the “Operating Partnership”), which are exchangeable into common stock of PINE on a one-for-one basis, at PINE’s election. Our investment in PINE should generate investment income through the dividends distributed by PINE. In addition to the dividends we receive from PINE, our investment in PINE may benefit from any appreciation in PINE’s stock price, although no assurances can be provided that such appreciation will occur, the amount by which our investment will increase in value, or the timing thereof. Any dividends received from PINE are included in Investment Income on the accompanying statement of operations. Discontinued Operations . The Company reports the historical financial position and results of operations of disposed businesses as discontinued operations when it has no continuing interest in the business. On October 16, 2019, the Company sold a controlling interest in its wholly owned subsidiary that held approximately 5,300 acres of undeveloped land in Daytona Beach, Florida. On October 17, 2019, the Company sold its interest in the LPGA golf operations. For the three months ended March 31, 2019, the Company has reported the historical financial position and the results of operations related to the Land JV and the golf operations as discontinued operations (see Note 23, “Assets and Liabilities Held for Sale and Discontinued Operations”). The cash flows related to discontinued operations have been disclosed. Interim Financial Information The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited consolidated financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“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 financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the financial position of the Company and the results of operations for the interim periods. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020. See Note 24, “Subsequent Events” for the Company’s disclosure related to the impact of the COVID-19 Pandemic on its business. Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and other entities in which we have a controlling interest. Any real estate entities or properties included in the consolidated financial statements have been consolidated only for the periods that such entities or properties were owned or under control by us. All significant inter-company balances and transactions have been eliminated in the consolidated financial statements. The Company has retained interests in the Land JV and the Mitigation Bank JV, as well as an equity investment in PINE. The Company has concluded that these entities are variable interest entities of which the Company is not the primary beneficiary and as a result, these entities are not consolidated. Use of Estimates in Preparation of Financial Statements The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Because of the fluctuating market conditions that currently exist in the Florida and national real estate markets, and the volatility and uncertainty in the financial and credit markets, it is possible that the estimates and assumptions, most notably those related to the Company’s investment in income properties, could change materially during the time span associated with the continued volatility of the real estate and financial markets or as a result of a significant dislocation in those markets. Recently Issued Accounting Standards Lease Modifications. In April 2020, the Financial Accounting Standards Board (“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. We are currently evaluating the impact of this guidance and whether we will make this policy election for lease concessions such as rent deferrals for the quarter ended June 30, 2020. Tax Cuts and Jobs Act. In February 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-02, which amends the guidance allowing for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act effective January 1, 2018 (the “2018 Tax Cuts and Jobs Act”). The amendments in this update are effective for annual reporting periods beginning after December 15, 2018. The Company implemented ASU 2018-02 effective January 1, 2019 and there were no such reclassifications related to the Tax Cuts and Jobs Act. ASC Topic 326, Financial Instruments-Credit Losses. In June 2016, the FASB issued ASU 2016-13, which amends its guidance on the measurement of credit losses on financial instruments. The amendments in this update are effective for annual reporting periods beginning after December 31, 2019. ASU 2016-13 affects entities holding financial assets that are not accounted for at fair value through net income, including but not limited to, loans, trade receivables, and net investments in leases. The Company adopted the changes to FASB Accounting Standards Codification (“ASC”) 326, Financial Instruments-Credit Losses on January 1, 2020. The Company’s evaluation of current expected credit losses (“CECL”) resulted in a reserve of approximately $252,000 on the Company’s Commercial Loan Investment portfolio during the three months ended March 31, 2020. See Note 4, “Commercial Loan Investments” for further information. ASC Topic 842, Leases. In February 2016, the FASB issued 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. The Company’s implemented ASC 842 effective January 1, 2019 and has elected to follow the practical expedients and accounting policies below: · The Company, as lessee and 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 lessee, will not apply the recognition requirements of ASC 842 to short-term (twelve months or less) leases. Instead, the Company, as lessee, will recognize the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. As of the date of this report, the Company has no such short-term 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. 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. At the beginning of the period of adoption, January 1, 2019, through a cumulative-effect adjustment, the Company increased right-of use assets and lease liabilities for operating leases for which the Company is the lessee. The amount of the adjustment totaled approximately $681,000 and was reflected as an increase in Other Assets and Accrued and Other Liabilities for corporate leases totaling approximately $473,000 and an increase in Assets Held for Sale and Liabilities Held for sale for golf operations segment leases totaling approximately $208,000. There were no adjustments related to the leases for which the Company is the lessor. 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 March 31, 2020 include certain amounts over the Federal Deposit Insurance Corporation limits. Restricted Cash Restricted cash totaled approximately $2.9 million at March 31, 2020 of which approximately $1.5 million is being held in a general tenant improvement reserve account with Wells Fargo in connection with our financing of the property located in Raleigh, NC leased to Wells Fargo (“Wells Fargo Raleigh”); approximately $0.9 million is being held in reserves for the $8.0 million first mortgage loan originated in June 2019, the $3.5 million first mortgage loan originated in January 2020, and the $3.4 million first mortgage loan originated in February 2020; approximately $273,000 is being held in a capital replacement reserve account in connection with our financing of six income properties with Wells Fargo Bank, NA (“Wells Fargo”); approximately $84,000 of cash is being held in multiple separate escrow accounts to be reinvested through the like-kind exchange structure into other income properties; and approximately $78,000 is being held in an escrow account related to a separate land transaction which closed in February 2017. Derivative Financial Instruments and Hedging Activity Interest Rate Swaps. In conjunction with the variable-rate mortgage loan secured by Wells Fargo Raleigh, the Company entered into an interest rate swap to fix the interest rate (the “Wells Interest Rate Swap”). Effective March 31, 2020, in conjunction with the variable-rate Credit Facility (hereinafter defined in Note 15, “Long-Term Debt”), the Company entered into an interest rate swap to fix $100 million of the outstanding facility balance to fix the interest rate (the “Credit Facility Interest Rate Swap”). The Company accounts for its cash flow hedging derivatives in accordance with FASB ASC Topic 815-20, Derivatives and Hedging . Depending upon the hedge’s value at each balance sheet date, the derivatives are included in either Other Assets or Accrued 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 derivatives 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 instruments and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge transactions. At the hedges’ inception, the Company formally assessed whether the derivatives that are used in hedging the transactions are highly effective in offsetting changes in cash flows of the hedged items, and we will continue to do so on an ongoing basis. As the terms of the Wells Interest Rate Swap and Credit Facility Interest Rate Swap and the associated debts are identical, both hedging instruments qualify for the shortcut method, therefore, it is assumed that there is no hedge ineffectiveness throughout the entire term of the hedging instruments. Changes in fair value of the hedging instruments that are highly effective and designated and qualified as cash-flow hedges are recorded in other comprehensive income and loss, until earnings are affected by the variability in cash flows of the designated hedged items. Fair Value of Financial Instruments The carrying amounts of the Company’s financial assets and liabilities including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued and other liabilities at March 31, 2020 and December 31, 2019, approximate fair value because of the short maturity of these instruments. The carrying value of the Company’s Credit Facility, as defined in Note 15, “Long-Term Debt,” approximates current market rates for revolving credit arrangements with similar risks and maturities. The face value of the Company’s fixed rate commercial loan investments held as of March 31, 2020 and December 31, 2019 and the mortgage notes and convertible debt held as of March 31, 2020 and December 31, 2019 are measured at fair value based on current market rates for financial instruments with similar risks and maturities. See Note 9, “Fair Value of Financial Instruments.” Fair Value Measurements The Company’s estimates of fair value of financial and non-financial assets and liabilities is based on the framework established by 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. Recognition of Interest Income from Commercial Loan Investments Interest income on commercial loan investments includes interest payments made by the borrower and the accretion of purchase discounts and loan origination fees, offset by the amortization of loan costs. Interest payments are accrued based on the actual coupon rate and the outstanding principal balance and purchase discounts and loan origination fees are accreted into income using the effective yield method, adjusted for prepayments. Mitigation Credits Mitigation credits are stated at historical cost. As these assets are sold, the related revenues and cost basis are reported as revenues from, and direct costs of, real estate operations, respectively, in the consolidated statements of operations. Accounts Receivable Accounts receivable related to income properties, which are classified in other assets on the consolidated balance sheets, primarily consist of tenant reimbursable expenses. Receivables related to tenant reimbursable expenses totaled approximately $1.4 million and $533,000 as of March 31, 2020 and December 31, 2019, respectively. The increase of approximately $878,000 is primarily attributable to accrued receivables related to property taxes. Accounts receivable related to real estate operations, which are classified in other assets on the consolidated balance sheets, totaled approximately $1.6 million as of March 31, 2020 and December 31, 2019. The accounts receivable as of March 31, 2020 and December 31, 2019 are primarily related to the reimbursement of certain infrastructure costs completed by the Company in conjunction with two land sale transactions that closed during the fourth quarter of 2015 as more fully described in Note 12, “Other Assets.” Trade accounts receivable primarily consists of receivables related to golf operations, which were classified in Assets Held for Sale on the consolidated balance sheets as of December 31, 2018 and thereafter until the sale of the golf operations during the fourth quarter of 2019. As of March 31, 2020, approximately $527,000 is due from the buyer of the golf operations for the rounds surcharge the Company paid to the City of Daytona Beach. The collectability of the aforementioned receivables is determined based on a review of specifically identified accounts using judgments. As of March 31, 2020 and December 31, 2019, the Company recorded an allowance for doubtful accounts of approximately $49,000 and $14,000, respectively. Purchase Accounting for Acquisitions of Real Estate Subject to a Lease In accordance with the FASB guidance on 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 the Company believes that it is likely that the tenant will renew the option, whereby the Company amortizes 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 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. In January 2017, the FASB issued ASU 2017-01, Business Combinations which clarified the definition of a business. Pursuant to ASU 2017-01, the acquisition of an income property subject to a lease no longer qualifies as a business combination, but rather an asset acquisition, accordingly, acquisition costs have been capitalized. Sales of Real Estate Gains and losses on sales of real estate are accounted for as required by FASB ASC Topic 606, Revenue from Contracts with Customers . The Company recognizes revenue from the sales of real estate when the Company transfers the promised goods and/or services in the contract based on the transaction price allocated to the performance obligations within the contract. As market information becomes available, real estate cost basis is analyzed and recorded at the lower of cost or market. Income Taxes The Company uses the asset and liability method to account for income taxes. Deferred income taxes result primarily from the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes (see Note 20, “Income Taxes”.) In June 2006, the FASB issued additional guidance, which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements included in income taxes. The interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, and disclosure and transition. In accordance with FASB guidance included in income taxes, the Company has analyzed its various federal and state filing positions and believes that its income tax filing positions and deductions are well documented and supported. Additionally, the Company believes that its accruals for tax liabilities are adequate. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to the FASB guidance. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Mar. 31, 2020 | |
REVENUE RECOGNITION | |
REVENUE RECOGNITION | NOTE 2. REVENUE RECOGNITION The Company implemented FASB ASC Topic 606, Revenue from Contracts with Customers effective January 1, 2018 utilizing the modified retrospective method. The following table summarizes the Company’s revenue from continuing operations by segment, major good and/or service, and the related timing of revenue recognition for the three months ended March 31, 2020: Income Properties ($000's) Management Services ($000's) Commercial Loan Investments ($000's) Real Estate Operations ($000's) Total Revenues ($000's) Major Good / Service: Lease Revenue - Base Rent $ 8,751 $ — $ — $ — $ 8,751 Lease Revenue - CAM 784 — — — 784 Lease Revenue - Reimbursements 790 — — — 790 Lease Revenue - Billboards 44 — — — 44 Above / Below Market Lease Accretion 474 — — — 474 Contributed Leased Assets Accretion 43 — — — 43 Management Services — 702 — — 702 Commercial Loan Investments — — 1,052 — 1,052 Mitigation Credit Sales — — — 4 4 Subsurface Revenue - Other — — — 77 77 Interest and Other Revenue 117 — — — 117 Total Revenues $ 11,003 $ 702 $ 1,052 $ 81 $ 12,838 Timing of Revenue Recognition: Asset/Good Transferred at a Point in Time $ — $ — $ — $ $ 81 Services Transferred Over Time 117 702 — — 819 Over Lease Term 10,886 — — — 10,886 Commercial Loan Investment Related Revenue — — 1,052 — 1,052 Total Revenues $ 11,003 $ 702 $ 1,052 $ 81 $ 12,838 The following table summarizes the Company’s revenue from continuing operations by segment, major good and/or service, and the related timing of revenue recognition for the three months ended March 31, 2019: Income Properties Real Estate Operations Total Revenues ($000's) ($000's) ($000's) Major Good / Service: Lease Revenue - Base Rent $ 8,875 $ $ 8,902 Lease Revenue - CAM 670 — 670 Lease Revenue - Reimbursements 546 — 546 Lease Revenue - Billboards 36 — 36 Above / Below Market Lease Accretion 581 — 581 Contributed Leased Assets Accretion 62 — 62 Lease Incentive Amortization (76) — (76) Land Sale Revenue — — — Subsurface Lease Revenue — Subsurface Revenue - Other — Interest and Other Revenue 30 — 30 Total Revenues $ 10,724 $ 235 $ 10,959 Timing of Revenue Recognition: Asset/Good Transferred at a Point in Time $ — $ $ Services Transferred Over Time 30 — 30 Over Lease Term 10,694 10,920 Commercial Loan Investment Related Revenue — — — Total Revenues $ 10,724 $ 235 $ 10,959 |
INCOME PROPERTIES AND LEASES
INCOME PROPERTIES AND LEASES | 3 Months Ended |
Mar. 31, 2020 | |
INCOME PROPERTIES AND LEASES | |
INCOME PROPERTIES AND LEASES | NOTE 3. INCOME PROPERTIES AND LEASES Leasing revenue consists of long-term rental revenue from retail, office, and commercial income properties, and billboards, which is recognized as earned, using the straight-line method over the life of each lease. Lease payments below include straight-line base rental revenue as well as the non-cash accretion of above and below market lease amortization. The components of leasing revenue are as follows: Three Months Ended March 31, 2020 March 31, 2019 Leasing Revenue Lease Payments $ 9,268 $ 9,442 Variable Lease Payments 1,735 1,282 Total Leasing Revenue $ 11,003 $ 10,724 Minimum future base rental revenue on non-cancelable leases subsequent to March 31, 2020, for the next five years ended December 31 are summarized as follows: Year Ending December 31, Amounts Remainder of 2020 $ 28,759 2021 36,910 2022 34,309 2023 32,161 2024 30,878 2025 and thereafter (cumulative) Total $ 341,182 See Note 24, “Subsequent Events” for the Company’s disclosure related to the potential cash flow impact as well as Note 1, “Description of Business and Principles of Interim Statements” for the accounting treatment of potential lease modifications associated with tenant rent relief requests due to the COVID-19 Pandemic. 2020 Acquisitions. During the three months ended March 31, 2020, the Company acquired two multi-tenant income properties for a purchase price of approximately $137.2 million, or an acquisition cost of approximately $137.7 million including capitalized acquisition costs. Of the total acquisition cost, approximately $46.7 million was allocated to land, approximately $74.0 million was allocated to buildings and improvements, approximately $18.8 million was allocated to intangible assets pertaining to the in-place lease value, leasing fees, and above market lease value, and approximately $1.8 million was allocated to intangible liabilities for the below market lease value. The properties acquired during the three months ended March 31, 2020 are described below: Tenant Description Tenant Type Property Location Date of Acquisition Property Square-Feet Purchase Price Percentage Leased Remaining Lease Term at Acquisition Date (in years) Crossroads Towne Center Multi-Tenant Chandler, AZ 01/24/20 254,109 $ 61,800,000 5.0 Perimeter Place Multi-Tenant Atlanta, GA 02/21/20 268,572 75,435,000 3.6 Total / Weighted Average 522,681 $ 137,235,000 4.2 2020 Dispositions. No income properties were disposed of during the three months ended March 31, 2020. See Note 24, “Subsequent Events”, for information related to the two single-tenant income properties sold subsequent to March 31, 2020. 2019 Acquisitions. No income properties were acquired during the three months ended March 31, 2019. 2019 Dispositions. One multi-tenant income property, which was classified in Assets Held for Sale as of December 31, 2018, was disposed of during the three months ended March 31, 2019. On February 21, 2019, the Company sold its approximately 59,000 square foot multi-tenant retail property anchored by a Whole Foods Market retail store located in Sarasota, Florida for approximately $24.62 million (the “Whole Foods Sale”). The gain on the Whole Foods Sale totaled approximately $6.9 million, or approximately $0.96 per share, after tax. The Company applied the proceeds from the Whole Foods Sale towards the purchase of the previously acquired portfolio of eight single-tenant ground leased income properties in Jacksonville, Florida, through a reverse 1031 like-kind exchange structure. |
COMMERCIAL LOAN INVESTMENTS
COMMERCIAL LOAN INVESTMENTS | 3 Months Ended |
Mar. 31, 2020 | |
COMMERCIAL LOAN INVESTMENTS | |
COMMERCIAL LOAN INVESTMENTS | NOTE 4. COMMERCIAL LOAN INVESTMENTS Our investments in commercial loans or similar structured finance investments, such as mezzanine loans or other subordinated debt, have been and are expected to continue to be secured by commercial or residential real estate or the borrower’s pledge of its ownership interest in the entity that owns the real estate. The first mortgage loans we invest in or originate are for commercial real estate located in the United States and its territories, and are current or performing with either a fixed or floating rate. Some of these loans may be syndicated in either a pari-passu or senior/subordinated structure. Commercial first mortgage loans generally provide for a higher recovery rate due to their senior position in the underlying collateral. Commercial mezzanine loans are typically secured by a pledge of the borrower’s equity ownership in the underlying commercial real estate. Unlike a mortgage, a mezzanine loan is not secured by a lien on the property. An investor’s rights in a mezzanine loan are usually governed by an intercreditor agreement that provides holders with the rights to cure defaults and exercise control on certain decisions of any senior debt secured by the same commercial property. In light of the COVID-19 Pandemic, the Company began marketing its commercial loan portfolio in advance of their upcoming maturities to further strengthen the Company’s liquidity. The Company received multiple bids including a bid offering a value that was at a discount to par. Additionally, the Company implemented the guidance regarding CECL effective January 1, 2020, which resulted in an allowance reserve of approximately $252,000. The CECL reserve combined with the impairment related to marketing the loan portfolio resulted in an aggregate impairment charge on the loan portfolio of approximately $1.9 million, or $0.30 per share, after tax. On January 13, 2020, the Company originated a $3.5 million first mortgage loan secured by the fee simple interest in a redevelopment property located in Honolulu, Hawaii. The loan is interest-only with a term of one-year with a fixed interest rate of 11.0%. The Company received an origination fee of 2%, or $70,000. On February 28, 2020, the Company originated an approximately $3.4 million first mortgage loan secured by property sold by the Land JV of approximately 12 acres, which consisted of a land sale and conveyance of certain interests. The loan is interest-only with a term of one-year with a fixed interest rate of 9.50%. The Company received an origination fee of 1.5%, or approximately $51,000. The Company’s commercial loan investments were comprised of the following at March 31, 2020: Description Date of Investment Maturity Date Original Face Amount Current Face Amount Carrying Value Coupon Rate First Mortgage – 72-Acre Land Parcel, Orlando, FL June 2019 June 2020 $ 8,000,000 $ 8,000,000 $ 7,967,650 12.00% Mortgage Note – 400 Josephine Street, Austin, TX July 2019 July 2020 8,250,000 8,250,000 8,228,421 11.50% Ground Lease Loan – 400 Josephine Street, Austin, TX July 2019 N/A 16,250,000 16,250,000 16,539,509 N/A LPGA Buyer Loan – Daytona Beach, FL October 2019 October 2020 2,070,000 2,070,000 2,053,118 7.50% First Mortgage – Redevelopment Property, Honolulu, Hawaii January 2020 January 2021 3,500,000 3,500,000 3,445,067 11.00% First Mortgage – 12-Acre Land Parcel, Daytona Beach, FL February 2020 February 2021 3,375,000 3,375,000 3,328,939 9.50% Impairment / CECL Reserve — — (1,904,500) $ 41,445,000 $ 41,445,000 $ 39,658,204 The carrying value of the commercial loan investment portfolio at March 31, 2020 consisted of the following: Total Current Face Amount $ 41,445,000 Imputed Interest over Rent Payments Received on Ground Lease Loan 289,509 Unaccreted Origination Fees (171,805) Impairment / CECL Reserve (1,904,500) Total Commercial Loan Investments $ 39,658,204 As of March 31, 2019, the Company had no commercial loan investments. |
RELATED PARTY MANAGEMENT SERVIC
RELATED PARTY MANAGEMENT SERVICES BUSINESS | 3 Months Ended |
Mar. 31, 2020 | |
RELATED PARTY MANAGEMENT SERVICES BUSINESS | |
RELATED PARTY MANAGEMENT SERVICES BUSINESS | NOTE 5. RELATED PARTY MANAGEMENT SERVICES BUSINESS PINE. Pursuant to the Company’s management agreement with PINE, we will generate a base management fee equal to 1.5% of PINE’s total equity. The structure of the base fee provides us with an opportunity for our base fee to grow should PINE’s independent board members determine to raise additional equity capital in the future. We also have an opportunity to achieve additional cash flows as Manager of PINE pursuant to the incentive fee provisions of the management agreement. During the three months ended March 31, 2020, the Company earned management fee revenue from PINE totaling approximately $649,000, which is included in management services in the accompanying consolidated statements of operations. Dividend income for the three months ended March 31, 2020 totaled approximately $408,000 and is included in investment and other income in the accompanying consolidated statements of operations. The following table represents amounts due from PINE to the Company as of March 31, 2020 and December 31, 2019: As of Description March 31, 2020 December 31, 2019 Management Services Fee due from PINE $ 649 $ 254 Dividend Receivable (1) 395 71 Other (13) 56 Total $ 1,031 $ 381 (1) The dividend receivable totaling approximately $395,000 includes approximately $316,000 related to the dividend on OP Units, while the remaining portion of approximately $79,000 relates to the dividend on common stock. Land JV. Pursuant to the terms of the operating agreement for the Land JV, the initial amount of the management fee is $20,000 per month. The management fee is evaluated quarterly and as land sales occur in the Land JV, the basis for our management fee will be reduced as the management fee is based on the value of real property that remains in the Land JV. During the three months ended March 31, 2020, the Company earned management fee revenue from the Land JV totaling approximately $53,000, which is included in management services in the accompanying consolidated statements of operations. |
REAL ESTATE OPERATIONS
REAL ESTATE OPERATIONS | 3 Months Ended |
Mar. 31, 2020 | |
REAL ESTATE OPERATIONS | |
REAL ESTATE OPERATIONS | NOTE 6. REAL ESTATE OPERATIONS Real Estate Operations – Continuing Revenue from continuing real estate operations consisted of the following for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 March 31, 2019 Revenue Description ($000's) ($000's) Mitigation Credit Sales $ 4 $ — Subsurface Revenue 77 208 Fill Dirt and Other Revenue — 27 Total Real Estate Operations Revenue $ 81 $ 235 Daytona Beach Development. During 2018, the Company acquired a 5-acre parcel of land with existing structures in downtown Daytona Beach, for a purchase price of approximately $2.0 million. As of March 31, 2020, the Company has also acquired other contiguous parcels totaling approximately 1-acre for approximately $2.1 million. Combined, these parcels represent the substantial portion of an entire city block in downtown Daytona Beach adjacent to International Speedway Boulevard, a major thoroughfare in Daytona Beach. We have engaged a national real estate brokerage firm to assist us in identifying a developer or investor to acquire a portion or all of the property or to contribute into a potential joint venture to redevelop the property. We are pursuing entitlements for the potential redevelopment of these parcels, along with certain other adjacent land parcels, some of which we have under contract for purchase. As of March 31, 2020, we have incurred approximately $1.2 million in raze and entitlement costs related to these parcels. Other Real Estate Assets. The Company owns mitigation credits with a cost basis of approximately $2.6 million as of March 31, 2020. As of December 31, 2019, the Company owned mitigation credits with a cost basis of approximately $2.3 million. The increase in mitigation credit cost basis for the three months ended March 31, 2020 compared to December 31, 2019 is primarily the result of the 20 mitigation credits acquired from the Mitigation Bank, as defined in Note 7, “Investments in Joint Ventures”, during March 2020 totaling approximately $1.5 million, or approximately $75,000 per credit. The cost basis was reduced by the impact of approximately 16 mitigation credits with a cost basis of approximately $1.2 million that were provided at no cost to buyers. Additionally, the Company purchased approximately 2 mitigation credits from the Mitigation Bank JV, for approximately $224,000. The aggregate cost of sales charge of approximately $1.5 million, which is not expected to be a recurring charge, was included in direct costs of revenues of real estate operations during the three months ended March 31, 2020 in the consolidated statements of operations. Mitigation credit sales totaled approximately $4,000 during the three months ended March 31, 2020. There were no mitigation credit sales during the three months ended March 31, 2019. Subsurface Interests. As of March 31, 2020, the Company owns full or fractional subsurface oil, gas, and mineral interests underlying approximately 455,000 “surface” acres of land owned by others in 20 counties in Florida (the “Subsurface Interests”). The Company leases certain of the Subsurface Interests to mineral exploration firms for exploration. Our subsurface operations consist of revenue from the leasing of exploration rights and in some instances, additional revenues from royalties applicable to production from the leased acreage. There were no subsurface sales during the three months ended March 31, 2020 and 2019. Prior to September 2019, the Company leased certain of the Subsurface Interests to a mineral exploration organization for exploration. An eight-year oil exploration lease was executed in 2011 that covered a portion of our Subsurface Interests. On September 20, 2017, the Company amended the oil exploration lease to, among other things, extend the expiration of the original term for five additional years to the new expiration date of September 22, 2024. As a result, the lease was effectively comprised of thirteen one-year terms as the lessee had the option to terminate the lease at the end of each lease year. The lessee had previously exercised renewal options through the eighth year of the lease which ended on September 22, 2019. The Lessee elected not to renew the oil exploration lease beyond September 22, 2019. During the eight years the lease was active the annual lease payments were recognized as revenue ratably over the respective twelve-month lease period. During the lease term a number of the renewals included the payment of a drilling penalty by the Lessee. The non-refundable drilling penalty payments were recognized as revenue when earned, i.e. when the amount agreed upon was paid. Lease income generated by the annual lease payments is recognized on a straight-line basis over the guaranteed lease term. Lease payments on the respective acreages and drilling penalties through lease year eight were as follows: Acreage Lease Year (Approximate) Florida County Lease Payment (1) Drilling Penalty (1) Lease Year 1 - 9/23/2011 - 9/22/2012 136,000 Lee and Hendry $ 913,657 $ — Lease Year 2 - 9/23/2012 - 9/22/2013 136,000 Lee and Hendry 922,114 — Lease Year 3 - 9/23/2013 - 9/22/2014 82,000 Hendry 3,293,000 1,000,000 Lease Year 4 - 9/23/2014 - 9/22/2015 42,000 Hendry 1,866,146 600,000 Lease Year 5 - 9/23/2015 - 9/22/2016 25,000 Hendry 1,218,838 175,000 Lease Year 6 - 9/23/2016 - 9/22/2017 15,000 Hendry 806,683 150,000 Lease Year 7 - 9/23/2017 - 9/22/2018 15,000 Hendry 806,683 50,000 Lease Year 8 - 9/23/2018 - 9/22/2019 15,000 Hendry 806,684 150,000 Total Payments $ 10,633,805 $ 2,125,000 (1) Generally, cash payment for the Lease Payment and Drilling Penalty is received on or before the first day of the lease year. The Drilling Penalty, which is due within thirty days from the end of the prior lease year, is recorded as revenue when earned, i.e. when the amount is agreed upon, while the Lease Payment is recognized on a straight-line basis over the respective lease term. The oil exploration lease has not been renewed beyond September 22, 2019 and has effectively terminated. Lease income generated by the annual lease payments is recognized on a straight-line basis over the guaranteed lease term. For the three months ended March 31, 2019, lease income of approximately $199,000 was recognized, with no lease income recognized during the three months ended March 31, 2020. During the three months ended March 31, 2020 and 2019, the Company also received oil royalties from operating oil wells on 800 acres under a separate lease with a separate operator. Revenues received from oil royalties totaled approximately $10,000 and $8,000 during the three months ended March 31, 2020 and 2019, respectively. The Company is not prohibited from selling any or all of its Subsurface Interests. The Company may release surface entry rights or other rights upon request of a surface owner for a negotiated release fee typically based on a percentage of the surface value. Should the Company complete a transaction to sell all or a portion of its Subsurface Interests or complete a release transaction, the Company may utilize the like-kind exchange structure in acquiring one or more replacement investments including income-producing properties. Cash payments for the release of surface entry rights totaled approximately $65,000 during the three months ended March 31, 2020. There were no releases of surface entry rights during the three months ended March 31, 2019. Real Estate Operations – Discontinued Operations As of March 31, 2020, the Company continues to pursue land sales of the approximately 4,900 acres that formerly comprised its land holdings on behalf of the JV Partners in its role as Manager of the Land JV. The Company’s retained interest in the Land JV represents a notional 33.5% stake in the venture, the value of which may be realized in the form of distributions based on the timing and the amount of proceeds achieved when the land is ultimately sold by the Land JV. As of March 31, 2020, the Land JV has completed approximately $22.0 million in land sales since its inception in mid-October 2019 and currently has a pipeline of 12 purchase and sale agreements for potential land sale transactions representing approximately $87.9 million of potential proceeds to the Land JV. The roughly 4,100 acres under contract represents approximately 84% of the total remaining land in the Land JV. The Company currently serves as the manager of the Land JV and is responsible for day-to-day operations at the direction of the JV Partners. All major decisions and certain other actions that can be taken by the Manager must be approved by the unanimous consent of the JV Partners (the “Unanimous Actions”). Unanimous Actions include such matters as the approval of pricing for all land parcels in the Land JV; approval of contracts for the sale of land that contain material revisions to the standard purchase contract of the Land JV; entry into any lease agreement affiliated with the Land JV; entering into listing or brokerage agreements; approval and amendment of the Land JV’s operating budget; obtaining financing for the Land JV; admission of additional members; and dispositions of the Land JV’s real property for amounts less than market value. Pursuant to the Land JV’s operating agreement, the Land JV will pay the Manager a management fee in the initial amount of $20,000 per month, which amount will be reevaluated on a quarterly basis and reduced based on the value of real property that remains in the Land JV. During the three months ended March 31, 2019, a total of approximately 9.9 acres were sold for approximately $3.3 million. |
INVESTMENTS IN JOINT VENTURES
INVESTMENTS IN JOINT VENTURES | 3 Months Ended |
Mar. 31, 2020 | |
INVESTMENTS IN JOINT VENTURES | |
INVESTMENTS IN JOINT VENTURES | NOTE 7. INVESTMENTS IN JOINT VENTURES Land JV. The Investment in Joint Ventures on the Company’s consolidated balance sheets includes the Company’s ownership interest in the Land JV. We have concluded the Land JV is a variable interest entity and is accounted for under the equity method of accounting as the Company is not the primary beneficiary as defined in FASB ASC Topic 810, Consolidation. The significant factors related to this determination include, but are not limited to, the Land JV being jointly controlled by the members through the use of unanimous approval for all material actions. Under the guidance of FASB ASC 323, Investments-Equity Method and Joint Ventures, the Company uses the equity method to account for the JV Investment. The following table provides summarized financial information of the Land JV as of March 31, 2020 and December 31, 2019: As of March 31, 2020 December 31, 2019 ($000's) ($000's) Assets, cash and cash equivalents $ — $ 15,066 Assets, prepaid expenses — 61 Assets, investment in land assets 15,384 17,058 Total Assets $ 15,384 $ 32,185 Liabilities, accounts payable, deferred revenue $ 211 $ 987 Equity $ 15,173 $ 31,198 Total Liabilities & Equity $ 15,384 $ 32,185 The following table provides summarized financial information of the Land JV for the three months ended March 31, 2020. There was no activity for the three months ended March 31, 2019. Three Months Ended March 31, 2020 ($000's) Revenues $ 7,146 Direct Cost of Revenues 3,106 Operating Income $ 4,040 Other Operating Expenses $ 137 Net Income $ 3,903 The Company’s share of the Land JV’s net income was zero for the three months ended March 31, 2020. Pursuant to ASC 323, certain adjustments are made when calculating the Company’s share of net income, including adjustments required to reflect the investor’s share of changes in investee’s capital to reflect distributions from the venture. Additionally, basis differences are also considered. The Company recorded the retained interest in the Land JV of approximately $48.9 million at the estimated fair market value based on the relationship of the $97.0 million sales price of the 66.5% equity interest to the 33.5% retained interest. The Land JV recorded the assets contributed by the Company at carry-over basis pursuant to ASC 845 which states that transfers of nonmonetary assets to should typically be recorded at the transferor’s historical cost basis. Accordingly, the Company’s basis difference in the 33.5% retained equity interest will be evaluated each quarter upon determining the Company’s share of the Land JV’s net income. Mitigation Bank. The mitigation bank transaction consists of the sale of a 70% interest in the Mitigation Bank JV. The purchaser of the 70% interest in the Mitigation Bank JV is comprised of certain funds and accounts managed by an investment advisor subsidiary of BlackRock, Inc. (“BlackRock”). The Company retained an approximately 30% non-controlling interest in the Mitigation Bank JV. A third-party was retained by the Mitigation Bank JV as the day-to-day manager of the Mitigation Bank property, responsible for the maintenance, generation, tracking, and other aspects of wetland mitigation credits. The Mitigation Bank JV intends to engage in the creation and sale of both federal and state wetland mitigation credits. These credits will be created pursuant to the applicable permits that have been or will be issued to the Mitigation Bank JV from the federal and state regulatory agencies that exercise jurisdiction over the awarding of such credits, but no assurances can be given as to the ultimate issuance, marketability or value of the credits. The Mitigation Bank JV received the permit from the state regulatory agency on June 8, 2018 (the “State Permit”). The state regulatory agency may award up to 355 state credits under the State Permit. On August 6, 2018, the state regulatory agency awarded the initial 88.84 credits under the State Permit. Receipt of the remaining federal permit is anticipated to occur prior to the end of 2020. The gain on the sale of the 70% interest in the Mitigation Bank JV totaled approximately $18.4 million and is comprised of the gain on the sale of 70% interest for proceeds of $15.3 million as well as the gain on the retained 30% interest pursuant to FASB ASC Topic 610-20, Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets . The gain is included in the Gain on Disposition of Assets in the Company’s consolidated statements of operations. The approximately $6.9 million Investments in Joint Ventures included on the Company’s consolidated balance sheets is comprised of the fair market value of the 30% retained interest in the Mitigation Bank JV. The operating agreement of the Mitigation Bank JV (the “Operating Agreement”) executed in conjunction with the mitigation bank transaction stipulates that the Company shall arrange for sales of the Mitigation Bank JV’s mitigation credits to unrelated third parties totaling no less than $6 million of revenue to the Mitigation Bank JV, net of commissions, by the end of 2020, utilizing a maximum of 60 mitigation credits (the “Minimum Sales Requirement”). The Operating Agreement stipulates that if the Minimum Sales Requirement is not achieved, then BlackRock has the right, but is not required, to cause the Company to purchase the number of mitigation credits necessary to reach the Minimum Sales Requirement (the “Minimum Sales Guarantee”). The Company estimates the fair value of the Minimum Sales Guarantee to be approximately $100,000 which was recorded as a reduction in the gain on the transaction and is included in Accrued and Other Liabilities in the Company’s consolidated balance sheet. Additionally, the Operating Agreement provides BlackRock the right to cause the Company to purchase a maximum of 8.536 mitigation credits per quarter (the “Commitment Amount”) from the Mitigation Bank JV at a price equal to 60% of the then fair market value for mitigation credits (the “Put Right”). The Put Right is applicable even if the Mitigation Bank JV has not yet been awarded a sufficient number of mitigation credits by the applicable federal and state regulatory agencies. Further, in any quarter that BlackRock does not exercise its Put Right, the unexercised Commitment Amount for the applicable quarter may be rolled over to future calendar quarters. However, the Operating Agreement also stipulates that any amount of third-party sales of mitigation credits will reduce the Put Rights outstanding on a one-for-one basis, if the sales price of the third-party sales equals or exceeds the prices stipulated by the Put Right. Further, any sales of mitigation credits to third parties at the requisite minimum prices in a quarter that exceeds the quarterly amount of the Put Right will reduce the Put Rights in future calendar quarters on a one-for-one basis. The maximum potential of future payments for the Company pursuant to the Put Right is approximately $27 million. The Company estimates the fair value of the Put Right to be approximately $200,000, which was recorded as a reduction in the gain on the transaction and is included in Accrued and Other Liabilities in the Company’s consolidated balance sheet. In March 2020, BlackRock exercised its Put Right and put 20 mitigation credits to the Company, which the Company purchased for approximately $1.5 million, or approximately $75,000 per credit. In December 2019, BlackRock exercised its Put Right and put 25 mitigation credits to the Company, which the Company purchased for approximately $1.9 million, or approximately $75,000 per credit. The credits acquired were included as an increase to Mitigation Credits on the accompanying consolidated balance sheets as of March 31, 2020 and December 31, 2019, respectively. The Company evaluated the impact of the exercised Put Right on the fair value of the Company’s investment in the Mitigation Bank JV as of March 31, 2020 and December 31, 2019 of approximately $6.9 million, and on the fair value of the mitigation credits purchased as of March 31, 2020 and December 31, 2019, noting no impairment issues. The Company evaluates its estimates of fair value on an ongoing basis; however, actual results may differ from those estimates. The following tables provide summarized financial information of the Mitigation Bank JV as of March 31, 2020 and December 31, 2019: As of March 31, 2020 December 31, 2019 ($000's) ($000's) Assets, cash and cash equivalents $ 2,004 $ 4,015 Assets, prepaid expenses 9 19 Assets, investment in mitigation credit assets 1,457 1,521 Assets, property, plant, and equipment 15 17 Total Assets $ 3,485 $ 5,572 Liabilities, accounts payable, deferred mitigation credit sale revenue $ 24 $ 39 Equity $ 3,461 $ 5,533 Total Liabilities & Equity $ 3,485 $ 5,572 The following table provides summarized financial information of the Mitigation Bank JV for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 March 31, 2019 ($000's) ($000's) Revenues $ 1,866 $ 47 Direct Cost of Revenues 80 4 Operating Income $ 1,786 $ 43 Other Operating Expenses $ 75 $ 70 Net Income $ 1,711 $ (27) The Company’s share of the Mitigation Bank JV’s net income was zero for the three months ended March 31, 2020 and 2019. Pursuant to ASC 323, certain adjustments are made when calculating the Company’s share of net income, including adjustments required to reflect the investor’s share of changes in investee’s capital to reflect distributions from the venture. Additionally, basis differences are also considered. The Company recorded the retained interest in the Mitigation Bank JV of approximately $6.8 million at the estimated fair market value based on the relationship of the $15.3 million sales price of the 70% equity interest to the 30% retained interest. The Mitigation Bank JV recorded the assets contributed by the Company at carry-over basis pursuant to ASC 845 which states that transfers of nonmonetary assets to should typically be recorded at the transferor’s historical cost basis. Accordingly, the Company’s basis difference in the 30% retained equity interest will be evaluated each quarter upon determining the Company’s share of the Mitigation Bank JV’s net income. |
INVESTMENT SECURITIES
INVESTMENT SECURITIES | 3 Months Ended |
Mar. 31, 2020 | |
INVESTMENT SECURITIES | |
INVESTMENT SECURITIES | NOTE 8. INVESTMENT SECURITIES On November 26, 2019, the Company purchased 394,737 shares of PINE common stock for a total purchase price of $7.5 million. Also, on November 26, 2019, the Company purchased 421,053 shares of PINE common stock in the IPO for a total purchase price of $8.0 million. Including the 1,223,854 OP Units the Company received in exchange for the contribution of certain income properties to the Operating Partnership, as of March 31, 2020, the Company owns, in the aggregate, approximately 2.04 million shares of PINE, or approximately 22.5% of PINE’s total shares outstanding for an initial investment of approximately $38.8 million. The Company has elected the fair value option related to the aggregate investment in securities of PINE pursuant to ASC 825, otherwise such investments would have been accounted for under the equity method. As of March 31, 2020 Cost Unrealized Gains in Unrealized Losses in Estimated Common Stock $ 15,500,000 $ — $ (5,482,109) $ 10,042,375 Operating Units 23,253,230 — (8,224,299) 15,065,643 Total Equity Securities 38,753,230 — (13,706,408) 25,108,018 Total Available-for-Sale Securities $ 38,753,230 $ — $ (13,706,408) $ 25,108,018 As of December 31, 2019 Cost Unrealized Gains in Unrealized Losses in Estimated Common Stock $ 15,500,000 $ 24,484 $ — $ 15,524,484 Operating Units 23,253,230 36,711 — 23,289,941 Total Equity Securities 38,753,230 61,195 — 38,814,425 Total Available-for-Sale Securities $ 38,753,230 $ 61,195 $ — $ 38,814,425 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2020 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 9. FAIR VALUE OF FINANCIAL INSTRUMENTS The following table presents the carrying value and estimated fair value of the Company’s financial instruments at March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Cash and Cash Equivalents - Level 1 $ 18,593,046 $ 18,593,046 $ 6,474,637 $ 6,474,637 Restricted Cash - Level 1 2,910,392 2,910,392 128,430,049 128,430,049 Commercial Loan Investments - Level 2 39,658,204 39,658,204 34,625,173 35,001,997 Long-Term Debt - Level 2 313,372,702 318,513,813 287,218,303 288,830,346 To determine estimated fair values of the financial instruments listed above, market rates of interest, which include credit assumptions, were used to discount contractual cash flows. The estimated fair values are not necessarily indicative of the amount the Company could realize on disposition of the financial instruments. The use of different market assumptions or estimation methodologies could have a material effect on the estimated fair value amounts. The following table presents the fair value of assets (liabilities) measured on a recurring basis by Level as of March 31, 2020: Fair Value at Reporting Date Using 3/31/2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash Flow Hedge - Interest Rate Swap - Wells Fargo $ (224,323) $ — $ (224,323) $ — Cash Flow Hedge - Interest Rate Swap - BMO $ (1,507,001) $ — $ (1,507,001) $ — Investment Securities $ 25,108,018 $ 25,108,018 $ — $ — The following table presents the fair value of assets measured on a recurring basis by Level as of December 31, 2019: Fair Value at Reporting Date Using 12/31/2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash Flow Hedge - Interest Rate Swap - Wells Fargo $ 99,021 $ — $ 99,021 $ — Investment Securities $ 38,814,425 $ 38,814,425 $ — $ — |
INTANGIBLE ASSETS AND LIABILITI
INTANGIBLE ASSETS AND LIABILITIES | 3 Months Ended |
Mar. 31, 2020 | |
INTANGIBLE ASSETS AND LIABILITIES | |
INTANGIBLE ASSETS AND LIABILITIES | NOTE 10. INTANGIBLE LEASE ASSETS AND LIABILITIES Intangible lease 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 lease assets and liabilities consisted of the following as of March 31, 2020 and December 31, 2019: As of March 31, December 31, Intangible Lease Assets: Value of In-Place Leases $ 55,385,645 $ 42,584,264 Value of Above Market In-Place Leases 11,008,163 7,119,316 Value of Intangible Leasing Costs 16,735,742 14,645,780 Sub-total Intangible Lease Assets 83,129,550 64,349,360 Accumulated Amortization (17,491,516) (15,327,182) Sub-total Intangible Lease Assets—Net 65,638,034 49,022,178 Intangible Lease Liabilities (included in accrued and other liabilities): Value of Below Market In-Place Leases (38,274,456) (36,507,336) Sub-total Intangible Lease Liabilities (38,274,456) (36,507,336) Accumulated Amortization 11,066,862 10,309,088 Sub-total Intangible Lease Liabilities—Net (27,207,594) (26,198,248) Total Intangible Assets and Liabilities—Net $ 38,430,440 $ 22,823,930 During the three months ended March 31, 2020, the value of in-place leases increased by approximately $12.8 million, the value of above-market in-place leases increased by approximately $3.9 million, the value of intangible leasing costs increased by approximately $2.1 million, and the value of below-market in-place leases increased by approximately $1.8 million due to the acquisition of two multi-tenant income properties, offset by the net amortization of approximately $1.4 million, for a net increase during the three months ended March 31, 2020 of approximately $15.6 million. As of March 31, 2020 and December 31, 2019, approximately $21.6 and $22.2 million, respectively, of the total below market in-place lease value is related to Wells Fargo Raleigh which was acquired on November 18, 2015. The following table reflects the amortization of intangible assets and liabilities during the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 March 31, 2019 ($000's) ($000's) Depreciation and Amortization Expense $ 1,881 $ 1,127 Increase to Income Properties Revenue (474) (581) Net Amortization of Intangible Assets and Liabilities $ 1,407 $ 546 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, Amount Revenue and Liabilities Remainder of 2020 $ 6,412,707 $ (1,326,826) $ 5,085,881 2021 7,155,562 (1,840,694) 5,314,868 2022 6,748,245 (1,975,136) 4,773,109 2023 6,623,218 (1,885,793) 4,737,425 2024 6,579,755 (1,668,901) 4,910,854 2025 and thereafter 22,615,244 (9,006,941) 13,608,303 Total $ 56,134,731 $ (17,704,291) $ 38,430,440 |
IMPAIRMENT OF LONG-LIVED ASSETS
IMPAIRMENT OF LONG-LIVED ASSETS | 3 Months Ended |
Mar. 31, 2020 | |
IMPAIRMENT OF LONG-LIVED ASSETS | |
IMPAIRMENT OF LONG-LIVED ASSETS | NOTE 11. IMPAIRMENT OF LONG-LIVED ASSETS The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The fair value of long-lived assets required to be assessed for impairment is determined on a non-recurring basis using Level 3 inputs in the fair value hierarchy. These Level 3 inputs may include, but are not limited to, executed purchase and sale agreements on specific properties, third party valuations, discounted cash flow models, and other model-based techniques. During the three months ended March 31, 2020 and 2019 there were no impairment charges on the Company’s undeveloped land holdings, or its income property portfolio. |
OTHER ASSETS
OTHER ASSETS | 3 Months Ended |
Mar. 31, 2020 | |
OTHER ASSETS | |
OTHER ASSETS | NOTE 12. OTHER ASSETS Other assets consisted of the following: As of March 31, December 31, Income Property Tenant Receivables $ 1,410,941 $ 532,636 Income Property Straight-line Rent Adjustment 3,747,983 3,352,245 Interest Receivable from Commercial Loan Investment 144,176 96,604 Operating Leases - Right-of-Use Asset 334,394 363,631 Golf Rounds Surcharge - LPGA 526,858 549,251 Cash Flow Hedge - Interest Rate Swap — 99,021 Infrastructure Reimbursement Receivables 1,598,712 1,591,445 Deferred Deal Costs 20,622 4,787 Prepaid Expenses, Deposits, and Other 2,501,257 3,113,929 Total Other Assets $ 10,284,943 $ 9,703,549 Infrastructure Reimbursement Receivables. As of March 31, 2020 and December 31, 2019, the Infrastructure Reimbursement Receivables were all related to the land sales within the Tomoka Town Center. The balance as of March 31, 2020 consisted of approximately $1,100,000 due from Tanger for infrastructure reimbursement to be repaid in seven remaining annual installments of $175,000, net of a discount of approximately $129,000, and approximately $503,000 due from Sam’s Club for infrastructure reimbursement to be repaid in five remaining annual installments of $110,000, net of a discount of approximately $47,000. Operating Leases – Right-of-Use Asset. The Company implemented FASB ASC Topic 842, Leases, effective January 1, 2019, resulting in a cumulative effect adjustment to increase right-of-use assets and related liabilities for operating leases for which the Company is the lessee. |
COMMON STOCK AND EARNINGS PER S
COMMON STOCK AND EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2020 | |
COMMON STOCK AND EARNINGS PER SHARE | |
COMMON STOCK AND EARNINGS PER SHARE | NOTE 13. COMMON STOCK AND EARNINGS PER SHARE Basic earnings per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share is based on the assumption of the conversion of stock options and vesting of restricted stock at the beginning of each period using the treasury stock method at average cost for the periods. Three Months Ended March 31, March 31, Income Available to Common Shareholders: Net Income (Loss) $ (12,261,859) $ 6,468,099 Weighted Average Shares Outstanding 4,711,396 5,345,870 Common Shares Applicable to Stock Options Using the Treasury Stock Method — — Total Shares Applicable to Diluted Earnings Per Share 4,711,396 5,345,870 Per Share Information: Basic and Diluted Net Income (Loss) from Continuing Operations $ (2.60) $ 1.00 Net Income from Discontinued Operations (Net of Tax) — 0.21 Net Income (Loss) $ (2.60) $ 1.21 The effect of 14,402 and 7,500 potentially dilutive securities was not included for the three months ended March 31, 2020 and 2019, respectively, as the effect would be anti-dilutive. The Company intends to settle its 3.875% Convertible Senior Notes due 2025 (the “Convertible Notes”) in cash upon conversion with any excess conversion value to be settled in shares of our common stock. Therefore, only the amount in excess of the par value of the Convertible Notes will be included in our calculation of diluted net income per share using the treasury stock method. As such, the Convertible Notes have no impact on diluted net income per share until the price of our common stock exceeds the current conversion price of $78.03. The average price of our common stock during the three months ended March 31, 2020 did not exceed the conversion price which resulted in no additional diluted outstanding shares. |
TREASURY STOCK
TREASURY STOCK | 3 Months Ended |
Mar. 31, 2020 | |
TREASURY STOCK | |
TREASURY STOCK | NOTE 14. TREASURY STOCK In January 2019 and November 2019, the Company’s Board of Directors approved two equal increases totaling $20.0 million to the open market stock repurchase program. During the year ended December 31, 2019, the Company repurchased 691,102 shares of its common stock for a total cost of approximately $41.1 million, or an average price per share of $59.46, which includes both open market purchases and the Block Share Repurchase (hereinafter defined). The shares of the Company’s common stock repurchased during the year ended December 31, 2019 were returned to the Company’s treasury and substantially completed the aggregate $20.0 million buyback program. On April 10, 2019, the Company repurchased 320,741 shares of common stock, or approximately 6% of the Company’s outstanding shares, for approximately $18.4 million (the “Block Share Repurchase”). The shares were purchased from investment vehicles managed by Wintergreen Advisers, LLC (collectively, the “Wintergreen Entities”) in connection with the disposition of their entire position in the Company’s common stock (approximately 28% of the Company’s outstanding shares of common stock at the time of the Block Share Repurchase). The shares that were sold by the Wintergreen Entities and not repurchased by the Company were acquired by multiple third-party investors. The Block Share Repurchase was completed outside of the Company’s aggregate $20.0 million buyback program , which was substantially complete as of December 31, 2019 . In February 2020, the Company’s Board of Directors approved a $10 million stock repurchase program (the “$10 Million Repurchase Program”). During the three months ended March 31, 2020, the Company repurchased 83,298 shares of its common stock on the open market for a total cost of approximately $3.9 million, or an average price per share of $47.00. The shares of the Company’s common stock repurchased during the three months ended March 31, 2020 were returned to the Company’s treasury. The $10 Million Repurchase Program does not have an expiration date. See Note 24, “Subsequent Events”, for information related to share repurchases made by the Company subsequent to March 31, 2020. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2020 | |
LONG-TERM DEBT | |
LONG-TERM DEBT | NOTE 15. LONG-TERM DEBT As of March 31, 2020, the Company’s outstanding indebtedness, at face value, was as follows: Face Maturity Interest Value Debt Date Rate Credit Facility (1) $ 198,845,349 May 2023 30-day LIBOR Mortgage Note Payable (originated with Wells Fargo) (2) 30,000,000 October 2034 4.330% Mortgage Note Payable (originated with Wells Fargo) (3) 23,711,104 April 2021 3.170% 3.875% Convertible Senior Notes due 2025 70,000,000 April 2025 3.875% Total Long-Term Face Value Debt $ 322,556,453 (1) Effective March 31, 2020, utilized interest rate swap to achieve fixed interest rate of 0.7325% plus the applicable spread on $100 million of the outstanding principal balance. (2) Secured by the Company’s interest in six income properties. The mortgage loan carries a fixed rate of 4.33% per annum during the first ten years of the term, and requires payments of interest only during the first ten years of the loan. After the tenth anniversary of the effective date of the loan, the cash flows, as defined in the related loan agreement, generated by the underlying six income properties must be used to pay down the principal balance of the loan until paid off or until the loan matures. The loan is fully pre-payable after the tenth anniversary of the effective date of the loan. (3) Secured by the Company’s income property leased to Wells Fargo Raleigh. The mortgage loan has a 5-year term with two years interest only, and interest and a 25-year amortization for the balance of the term. The mortgage loan bears a variable rate of interest based on the 30-day LIBOR plus a rate of 190 basis points. The interest rate for this mortgage loan has been fixed through the use of an interest rate swap that fixed the rate at 3.17%. The mortgage loan can be prepaid at any time subject to the termination of the interest rate swap. Amortization of the principal balance began in May 2018. Credit Facility. The Company’s revolving credit facility (the “Credit Facility”), with Bank of Montreal (“BMO”) serving as the administrative agent for the lenders thereunder, is unsecured with regard to our income property portfolio but is guaranteed by certain wholly owned subsidiaries of the Company. The Credit Facility bank group is led by BMO and also includes Wells Fargo and Branch Banking & Trust Company. On September 7, 2017, the Company executed the second amendment and restatement of the Credit Facility (the “2017 Amended Credit Facility”). On May 24, 2019, the Company executed the Second Amendment to the 2017 Amended Credit Facility (the “Second Revolver Amendment”). As a result of the Second Revolver Amendment, the Credit Facility has a total borrowing capacity of $200.0 million with the ability to increase that capacity up to $300.0 million during the term, subject to lender approval. The Credit Facility provides the lenders with a security interest in the equity of the Company subsidiaries that own the properties included in the borrowing base. The indebtedness outstanding under the Credit Facility accrues interest at a rate ranging from the 30-day LIBOR plus 135 basis points to the 30-day LIBOR plus 195 basis points based on the total balance outstanding under the Credit Facility as a percentage of the total asset value of the Company, as defined in the 2017 Amended Credit Facility, as amended by the Second Revolver Amendment. The Credit Facility also accrues a fee of 15 to 25 basis points for any unused portion of the borrowing capacity based on whether the unused portion is greater or less than 50% of the total borrowing capacity. Pursuant to the Second Revolver Amendment, the Credit Facility matures on May 24, 2023, with the ability to extend the term for 1 year. On November 26, 2019, the Company entered into the Third Amendment to the Second Amended and Restated Credit Agreement (the “Second 2019 Revolver Amendment”), which further amends the 2017 Amended Credit Facility. The Second 2019 Revolver Amendment included, among other things, an adjustment of certain financial maintenance covenants, including a temporary reduction of the minimum fixed charge coverage ratio to allow the Company to redeploy the proceeds received from the sale of certain income properties to PINE (the “PINE Income Property Sale Transactions”), and an increase in the maximum amount the Company may invest in stock and stock equivalents of real estate investment trusts to allow the Company to invest in the common stock and operating partnership units of PINE. At March 31, 2020, the current commitment level under the Credit Facility was $200.0 million. The available borrowing capacity under the Credit Facility was approximately $1.2 million, based on the level of borrowing base assets. As of March 31, 2020, the Credit Facility had a $198.8 million balance outstanding. See Note 24, “Subsequent Events” for a discussion of the potential impact on borrowing base assets due to the COVID-19 Pandemic. The Credit Facility is subject to customary restrictive covenants including, but not limited to, limitations on the Company’s ability to: (a) incur indebtedness; (b) make certain investments; (c) incur certain liens; (d) engage in certain affiliate transactions; and (e) engage in certain major transactions such as mergers. In addition, the Company is subject to various financial maintenance covenants including, but not limited to, a maximum indebtedness ratio, a maximum secured indebtedness ratio, and a minimum fixed charge coverage ratio. The Credit Facility also contains affirmative covenants and events of default including, but not limited to, a cross default to the Company’s other indebtedness and upon the occurrence of a change in control. The Company’s failure to comply with these covenants or the occurrence of an event of default could result in acceleration of the Company’s debt and other financial obligations under the Credit Facility. Mortgage Notes Payable. In addition to the Credit Facility, the Company has certain other borrowings, as noted in the table above, all of which are non-recourse. Convertible Debt. The Company’s $75.0 million aggregate principal amount of 4.50% Convertible Notes (the “2020 Notes”) were scheduled to mature on March 15, 2020; however, the Company completed the Note Exchanges, hereinafter defined, on February 4, 2020. The initial conversion rate was 14.5136 shares of common stock for each $1,000 principal amount of the 2020 Notes, which represented an initial conversion price of approximately $68.90 per share of common stock. On February 4, 2020, the Company closed privately negotiated exchange agreements with certain holders of its outstanding 2020 Notes pursuant to which the Company issued approximately $57.4 million principal amount of 3.875% Convertible Senior Notes due 2025 (the “2025 Notes”) in exchange for approximately $57.4 million principal amount of the 2020 Notes (the “Note Exchanges”). In addition, the Company closed a privately negotiated purchase agreement with an investor, who had not invested in the 2020 Notes, and issued approximately $17.6 million principal amount of the 2025 Notes (the “New Notes Placement,” and together with the Note Exchanges, the “Convert Transactions”). The Company used approximately $5.9 million of the proceeds from the New Notes Placement to repurchase approximately $5.9 million of the 2020 Notes. As a result of the Convert Transactions there was a total of $75 million aggregate principal amount of 2025 Notes outstanding. In exchange for issuing the 2025 Notes pursuant to the Note Exchanges, the Company received and cancelled the exchanged 2020 Notes. The $11.7 million of net proceeds from the New Notes Placement were used to redeem at maturity on March 15, 2020 approximately $11.7 million of the aggregate principal amount of the 2020 Notes that remained outstanding. On March 30, 2020, the Company repurchased $5.0 million aggregate principal amount of 2025 Notes (the “Open Market Purchase”) at an approximate $1.2 million discount, resulting in a gain on the extinguishment of debt of approximately $637,000. Following the repurchase of the 2025 Notes in the Open Market Purchase, $70.0 million aggregate principal amount of the 2025 Notes remains outstanding. The 2025 Notes represent senior unsecured obligations of the Company and pay interest semi-annually in arrears on each April 15th and October 15th, commencing on April 15, 2020, at a rate of 3.875% per annum. The 2025 Notes mature on April 15, 2025 and may not be redeemed by the Company prior to the maturity date. The conversion rate for the 2025 Notes is initially 12.7910 shares of the Company’s common stock per $1,000 of principal of the 2025 Notes (equivalent to an initial conversion price of approximately $78.18 per share of the Company’s common stock). The initial conversion price of the 2025 Notes represents a premium of approximately 20% to the $65.15 closing sale price of the Company’s common stock on the NYSE American on January 29, 2020. If the Company’s Board of Directors increases the quarterly dividend above the $0.13 per share in place at issuance, the conversion rate is adjusted with each such increase in the quarterly dividend amount. After the first quarter 2020 dividend, the conversion rate is equal to 12.8155 shares of common stock for each $1,000 principal amount of 2025 Notes, which represents an adjusted conversion price of approximately $78.03 per share of common stock. The 2025 Notes are convertible into cash, common stock or a combination thereof, subject to various conditions, at the Company’s option. Should certain corporate transactions or events occur prior to the stated maturity date, the Company will increase the conversion rate for a holder that elects to convert its 2025 Notes in connection with such corporate transaction or event. The conversion rate is subject to adjustment in certain circumstances. Holders may not surrender their 2025 Notes for conversion prior to January 15, 2025 except upon the occurrence of certain conditions relating to the closing sale price of the Company’s common stock, the trading price per $1,000 principal amount of 2025 Notes, or specified corporate events including a change in control of the Company. The Company may not redeem the 2025 Notes prior to the stated maturity date and no sinking fund is provided for the 2025 Notes. The 2025 Notes are convertible, at the election of the Company, into solely cash, solely shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock. The Company intends to settle the 2025 Notes in cash upon conversion, with any excess conversion value to be settled in shares of our common stock. In accordance with GAAP, the 2025 Notes were accounted for as a liability with a separate equity component recorded for the conversion option. A liability was recorded for the 2025 Notes on the issuance date at fair value based on a discounted cash flow analysis using current market rates for debt instruments with similar terms. The difference between the initial proceeds from the 2025 Notes and the estimated fair value of the debt instruments resulted in a debt discount, with an offset recorded to additional paid-in capital representing the equity component. As of March 31, 2020, the unamortized debt discount of our Notes was approximately $7.9 million. Long-term debt consisted of the following: March 31, 2020 December 31, 2019 Due Within Due Within Total One Year Total One Year Credit Facility $ 198,845,349 $ — $ 159,845,349 $ — Mortgage Note Payable (originated with Wells Fargo) 30,000,000 — 30,000,000 — Mortgage Note Payable (originated with Wells Fargo) 23,711,104 — 23,884,373 — 4.500% Convertible Senior Notes, net of discount — — 74,706,078 75,000,000 3.875% Convertible Senior Notes, net of discount 62,076,378 — — — Loan Costs, net of accumulated amortization (1,260,129) — (1,217,497) — Total Long-Term Debt $ 313,372,702 $ — $ 287,218,303 $ 75,000,000 Payments applicable to reduction of principal amounts as of March 31, 2020 will be required as follows: Year Ending December 31, Amount Remainder of 2020 $ — 2021 23,711,104 2022 — 2023 198,845,349 2024 — 2025 and thereafter 100,000,000 Total Long-Term Debt - Face Value $ 322,556,453 The carrying value of long-term debt as of March 31, 2020 consisted of the following: Total Current Face Amount $ 322,556,453 Unamortized Discount on Convertible Debt (7,923,622) Loan Costs, net of accumulated amortization (1,260,129) Total Long-Term Debt $ 313,372,702 The following table reflects a summary of interest expense incurred and paid during the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 March 31, 2019 ($000's) ($000's) Interest Expense $ 2,799 $ 2,486 Amortization of Loan Costs 150 106 Amortization of Discount on Convertible Notes 504 331 Total Interest Expense $ 3,453 $ 2,923 Total Interest Paid $ 3,140 $ 3,431 The Company was in compliance with all of its debt covenants as of March 31, 2020 and December 31, 2019. |
INTEREST RATE SWAPS
INTEREST RATE SWAPS | 3 Months Ended |
Mar. 31, 2020 | |
INTEREST RATE SWAPS | |
INTEREST RATE SWAPS | NOTE 16. INTEREST RATE SWAPS During April 2016, 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 the $25.0 million mortgage note payable as discussed in Note 15, “Long-Term Debt.” During the three months ended March 31, 2020, the interest rate swap agreement was 100% effective. Accordingly, the change in fair value on the interest rate swap has been classified in accumulated other comprehensive income. As of March 31, 2020, the fair value of our interest rate swap agreement, which was a loss of approximately $224,000, is included in accrued and other liabilities on the consolidated balance sheets. As of December 31, 2019, the fair value of our interest rate swap agreement, which was a gain of approximately $99,000, was included in other assets on the consolidated balance sheets. The interest rate swap was effective on April 7, 2016 and matures on April 7, 2021. The interest rate swap fixed the variable rate debt on the notional amount of related debt of $23.7 million to a rate of 3.17%. During March 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 $100.0 million of the outstanding balance on the Credit Facility as discussed in Note 15, “Long-Term Debt.” During the three months ended March 31, 2020, the interest rate swap agreement was 100% effective. Accordingly, the change in fair value on the interest rate swap has been classified in accumulated other comprehensive income. As of March 31, 2020, the fair value of our interest rate swap agreement, which was a loss of approximately $1.5 million, was included in accrued and other liabilities on the consolidated balance sheets. The interest rate swap was effective on March 31, 2020 and matures on March 29, 2024. The interest rate swap fixed the variable rate debt on the notional amount of related debt of $100.0 million to a rate of 0.73250% plus the applicable spread. |
ACCRUED AND OTHER LIABILITIES
ACCRUED AND OTHER LIABILITIES | 3 Months Ended |
Mar. 31, 2020 | |
ACCRUED AND OTHER LIABILITIES | |
ACCRUED AND OTHER LIABILITIES | NOTE 17. ACCRUED AND OTHER LIABILITIES Accrued and other liabilities consisted of the following: As of March 31, December 31, Accrued Property Taxes $ 863,080 $ 44,232 Reserve for Tenant Improvements 2,076,828 617,968 Accrued Construction Costs 53,834 93,270 Accrued Interest 971,178 1,312,801 Environmental Reserve and Restoration Cost Accrual 168,062 205,774 Interest Rate Swaps 1,731,323 — Operating Leases - Liability 335,714 364,888 Other 2,374,684 3,048,259 Total Accrued and Other Liabilities $ 8,574,703 $ 5,687,192 Reserve for Tenant Improvements. In connection with the acquisition of Perimeter Place in Atlanta, Georgia on February 21, 2020, the Company received approximately $460,000 of credits from the seller of the property for tenant improvement allowances and leasing commissions for multiple tenants. Such credits have been included in accrued and other liabilities. No payments have been made during the three months ended March 31, 2020, accordingly, the remaining commitment is approximately $460,000. In connection with the acquisition of the Crossroads Towne Center property in Chandler, Arizona on January 24, 2020, the Company received approximately $1.3 million of credits from the seller of the property for tenant improvement allowances and leasing commissions for two tenants. Such credits have been included in accrued and other liabilities. No payments have been made during the three months ended March 31, 2020, accordingly, the remaining commitment is approximately $1.3 million. Environmental Reserve. During the year ended December 31, 2014, the Company accrued an environmental reserve of approximately $110,000 in connection with an estimate of additional costs required to monitor a parcel of less than one acre of land owned by the Company in Highlands County, Florida, on which environmental remediation work had previously been performed. The Company engaged legal counsel who, in turn, engaged environmental engineers to review the site and the prior monitoring test results. During the year ended December 31, 2015, their review was completed, and the Company made an additional accrual of approximately $500,000, representing the low end of the range of possible costs estimated by the engineers to be between approximately $500,000 and $1.0 million to resolve this matter subject to the approval of the state department of environmental protection (the “FDEP”). The FDEP issued a Remedial Action Plan Modification Approval Order (the “FDEP Approval”) in August 2016 which supports the approximate $500,000 accrual made in 2015. The Company is implementing the remediation plan pursuant to the FDEP Approval. During the fourth quarter of 2017, the Company made an additional accrual of approximately $51,000 for the second year of monitoring as the low end of the original range of estimated costs was increased for the amount of monitoring now anticipated. Since the total accrual of approximately $661,000 was made, approximately $580,000 in costs have been incurred through March 31, 2020, leaving a remaining accrual of approximately $81,000. Restoration Accrual. As part of the resolution of a regulatory matter pertaining to the Company’s prior agricultural activities on certain of the Company’s land located in Daytona Beach, Florida, as of December 31, 2015, the Company accrued an obligation of approximately $1.7 million, representing the low end of the estimated range of possible wetlands restoration costs for approximately 148.4 acres within such land, and such estimated costs were included on the consolidated balance sheets as an increase in the basis of our land and development costs associated with those and benefitting surrounding acres. The final proposal for restoration work was received during the second quarter of 2016 which totaled approximately $2.0 million. Accordingly, an increase in the accrual of approximately $300,000 was recorded during the second quarter of 2016. During the first quarter of 2019, the Company received a revised estimate for completion of the restoration work for which the adjusted final total cost was approximately $2.4 million. Accordingly, an increase in the accrual of approximately $361,000 was recorded during the first quarter of 2019. The Company has funded approximately $2.3 million of the total $2.4 million of estimated costs through the period ended March 31, 2020, leaving a remaining accrual of approximately $87,000. This matter is more fully described in Note 21 “Commitments and Contingencies.” Operating Leases – Liability. The Company implemented FASB ASC Topic 842, Leases, effective January 1, 2019, resulting in a cumulative effect adjustment to increase right-of-use assets and related liabilities for operating leases for which the Company is the lessee. |
DEFERRED REVENUE
DEFERRED REVENUE | 3 Months Ended |
Mar. 31, 2020 | |
DEFERRED REVENUE | |
DEFERRED REVENUE | NOTE 18. DEFERRED REVENUE Deferred revenue consisted of the following: As of March 31, December 31, Interest Reserve from Commercial Loan Investments $ 682,566 $ 834,972 Prepaid Rent 2,057,747 2,063,173 Tenant Contributions 2,845,447 2,888,822 Other Deferred Revenue 48,665 43,753 Total Deferred Revenue $ 5,634,425 $ 5,830,720 Interest Reserve from Commercial Loan Investments. In conjunction with certain of the Company’s commercial loan investments, the borrower has deposited interest and real estate tax reserves in escrow accounts held by the Company. The corresponding liability is recorded in deferred revenue on the Company’s consolidated balance sheets as the interest reserves are utilized to fund the monthly interest due on the loans. Tenant Contributions. In connection with the acquisition of the property in Aspen, Colorado, the master tenant contributed $1.5 million of the $28.0 million purchase price at closing on February 21, 2018. Additionally, the master tenant funded, from its leasing reserve escrow, approximately $935,000 of the Company’s acquisition-related costs. The tenant contributions are being recognized ratably over the remaining term of the lease into income property rental revenue. Approximately $254,000 was recognized into income property rental revenue through March 31, 2020, leaving an aggregate balance of approximately $2.2 million, related to the Company’s total acquisition cost of approximately $29.0 million, to be recognized over the remaining term of the lease. In connection with the construction of the Company’s beachfront restaurant formerly leased to Cocina 214 in Daytona Beach, Florida, pursuant to the lease agreement, the tenant contributed approximately $1.9 million towards the completion of the building and tenant improvements through direct payments to various third-party construction vendors. The tenant contribution is being recognized ratably over the remaining term of the lease into income property rental revenue. As a result of the lease termination agreement, entered into on July 16, 2019 by the Company and Cocina 214, the balance of the tenant contribution liability was reduced by $1.0 million, leaving a balance of approximately $690,000 to be recognized into income property rental revenue ratably over the remaining term of the original Cocina 214 lease. Approximately $225,000 was recognized into income property rental revenue through March 31, 2020, leaving a balance of approximately $664,000 to be recognized over the remaining term of the lease. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2020 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | NOTE 19. STOCK-BASED COMPENSATION SUMMARY OF STOCK-BASED COMPENSATION A summary of share activity for all equity classified stock compensation during the three months ended March 31, 2020, is presented below: Type of Award Shares Outstanding at 1/1/2020 Granted Shares Vested / Exercised Shares Expired Shares Forfeited Shares Shares Outstanding at 3/31/2020 Equity Classified - Performance Share Awards - Peer Group Market Condition Vesting 49,275 19,641 (12,635) — — 56,281 Equity Classified - Market Condition Restricted Shares - Stock Price Vesting 22,000 — — — — 22,000 Equity Classified - Three Year Vest Restricted Shares 37,595 19,451 (18,054) — (200) 38,792 Equity Classified - Non-Qualified Stock Option Awards 80,000 — — — — 80,000 Total Shares 188,870 39,092 (30,689) — (200) 197,073 Amounts recognized in the financial statements for stock options, stock appreciation rights, and restricted stock are as follows: Three Months Ended March 31, March 31, Total Cost of Share-Based Plans Charged Against Income Before Tax Effect $ 818,649 $ 811,601 Income Tax Expense Recognized in Income $ (203,770) $ (205,700) EQUITY-CLASSIFIED STOCK COMPENSATION Performance Share Awards – Peer Group Market Condition Vesting On February 3, 2017, the Company awarded to certain employees 12,635 Performance Shares under the Amended and Restated 2010 Equity Incentive Plan (the “Original 2010 Plan”). The Performance Shares awards entitle the recipient to receive, upon the vesting thereof, shares of common stock of the Company equal to between 0% and 150% of the number of Performance Shares awarded. The number of shares of common stock so vesting will be determined based on the Company’s total shareholder return as compared to the total shareholder return of a certain peer group during a three-year performance period commencing on January 1, 2017, and ending on December 31, 2019. On February 11, 2020, pursuant to the calculation of the vesting criteria, as performed by an independent third party, the recipients vested 14,214 share in the aggregate. The Company’s total shareholder return for the performance period was 15.18% and the Company’s percentile rank for the performance period was the 55 th percentile. Based on the formula, as defined in the award agreements, the actual vested percentage of the performance shares was 112.5%. On January 24, 2018, the Company awarded to certain employees 15,445 Performance Shares under the Original 2010 Plan. The Performance Shares awards entitle the recipient to receive, upon the vesting thereof, shares of common stock of the Company equal to between 0% and 150% of the number of Performance Shares awarded. The number of shares of common stock so vesting will be determined based on the Company’s total shareholder return as compared to the total shareholder return of a certain peer group during a three-year performance period commencing on January 1, 2018, and ending on December 31, 2020. On January 23, 2019, the Company awarded to certain employees 21,195 Performance Shares under the Second Amended and Restated 2010 Equity Incentive Plan (the “Amended 2010 Plan”). The Performance Shares awards entitle the recipient to receive, upon the vesting thereof, shares of common stock of the Company equal to between 0% and 150% of the number of Performance Shares awarded. The number of shares of common stock so vesting will be determined based on the Company’s total shareholder return as compared to the total shareholder return of a certain peer group during a three-year performance period commencing on January 1, 2019, and ending on December 31, 2021. On February 24, 2020, the Company awarded to certain employees 19,641 Performance Shares under the Amended 2010 Plan. The Performance Shares awards entitle the recipient to receive, upon the vesting thereof, shares of common stock of the Company equal to between 0% and 150% of the number of Performance Shares awarded. The number of shares of common stock so vesting will be determined based on the Company’s total shareholder return as compared to the total shareholder return of a certain peer group during a three-year performance period commencing on January 1, 2020, and ending on December 31, 2022. Pursuant to amendments to the employment agreements and certain restricted share award agreements entered into by the Company on August 4, 2017, the restricted shares granted thereunder, if they are subject to performance-based vesting conditions, will fully vest following a change in control only if the executive’s employment is terminated without cause or if the executive resigns for good reason (as such terms are defined in the executive’s employment agreement), in each case, at any time during the 24-month period following the change in control (as defined in the executive’s employment agreement). The Company used a Monte Carlo simulation pricing model to determine the fair value of its awards that are based on market conditions. The determination of the fair value of market condition-based awards is affected by the Company’s stock price as well as assumptions regarding a number of other variables. These variables include expected stock price volatility over the requisite performance term of the awards, the relative performance of the Company’s stock price and shareholder returns to companies in its peer group, annual dividends, and a risk-free interest rate assumption. Compensation cost is recognized regardless of the achievement of the market conditions, provided the requisite service period is met. A summary of activity during the three months ended March 31, 2020, is presented below: Wtd. Avg. Performance Shares with Market Conditions Shares Fair Value Outstanding at January 1, 2020 49,275 $ 65.59 Granted 19,641 54.69 Vested (12,635) 55.66 Expired — — Forfeited — — Outstanding at March 31, 2020 56,281 $ 64.02 As of March 31, 2020, there was approximately $2.1 million of unrecognized compensation cost, adjusted for estimated forfeitures, related to Performance Share awards, which will be recognized over a remaining weighted average period of 2.1 years. Market Condition Restricted Shares – Stock Price Vesting On May 20, 2015 and February 26, 2016, a combined grant of 26,000 shares, net of 68,000 shares permanently surrendered during 2016, of restricted Company common stock was awarded to Mr. Albright under the Original 2010 Plan under a new five-year employment agreement. The 26,000 shares of restricted Company common stock outstanding from these grants were to vest in four increments based upon the price per share of Company common stock during the term of his employment (or within sixty days after termination of employment by the Company without cause), meeting or exceeding the target trailing thirty-day average closing prices ranging from $60 and $65 per share for the first two increments of 2,000 shares each, $70 per share for the third increment of 18,000 shares, and $75 per share for the fourth increment of 4,000 shares. If any increment of the restricted shares fails to satisfy the applicable stock price condition prior to January 28, 2021, that increment of the restricted shares will be forfeited. As of March 31, 2020, the first two increments of this award had vested, leaving 22,000 shares outstanding. Pursuant to amendments to the employment agreements and certain restricted share award agreements entered into by the Company on February 26, 2016 and August 4, 2017, the restricted shares granted thereunder, if they are subject to performance-based vesting conditions, will fully vest following a change in control only if the executive’s employment is terminated without cause or if the executive resigns for good reason (as such terms are defined in the executive’s employment agreement), in each case, at any time during the 24-month period following the change in control (as defined in the executive’s employment agreement). The Company used a Monte Carlo simulation pricing model to determine the fair value of its awards that are based on market conditions. The determination of the fair value of market condition-based awards is affected by the Company’s stock price as well as assumptions regarding a number of other variables. These variables include expected stock price volatility over the requisite performance term of the awards, the relative performance of the Company’s stock price and shareholder returns to companies in its peer group, annual dividends, and a risk-free interest rate assumption. Compensation cost is recognized regardless of the achievement of the market conditions, provided the requisite service period is met. A summary of the activity for these awards during the three months ended March 31, 2020, is presented below: Wtd. Avg. Market Condition Non-Vested Restricted Shares Shares Fair Value Outstanding at January 1, 2020 22,000 $ 41.71 Granted — — Vested — — Expired — — Forfeited — — Outstanding at March 31, 2020 22,000 $ 41.71 As of March 31, 2020, there is no unrecognized compensation cost related to market condition restricted stock. Three Year Vest Restricted Shares On January 25, 2017, the Company granted to certain employees 17,451 shares of restricted Company common stock under the Original 2010 Plan. One-third of the restricted shares will vest on each of the first, second, and third anniversaries of January 28, 2017, provided the grantee is an employee of the Company on those dates. In addition, any unvested portion of the restricted shares will vest upon a change in control. No shares remain outstanding under this award as the remaining shares vested during the first quarter of 2020. On January 24, 2018, the Company granted to certain employees 17,712 shares of restricted Company common stock under the Original 2010 Plan. One-third of the restricted shares will vest on each of the first, second, and third anniversaries of January 28, 2018, provided the grantee is an employee of the Company on those dates. In addition, any unvested portion of the restricted shares will vest upon a change in control. On January 23, 2019, the Company granted to certain employees 20,696 shares of restricted Company common stock under the Amended 2010 Plan. One-third of the restricted shares will vest on each of the first, second, and third anniversaries of January 28, 2019, provided the grantee is an employee of the Company on those dates. In addition, any unvested portion of the restricted shares will vest upon a change in control. On February 24, 2020, the Company granted to certain employees 19,451 shares of restricted Company common stock under the Amended 2010 Plan. One-third of the restricted shares will vest on each of the first, second, and third anniversaries of February 28, 2020, provided the grantee is an employee of the Company on those dates. In addition, any unvested portion of the restricted shares will vest upon a change in control. Effective as of August 4, 2017, the Company entered into amendments to the employment agreements and certain stock option award agreements and restricted share award agreements whereby such awards will fully vest following a change in control (as defined in the executive’s employment agreement) only if the executive’s employment is terminated without cause or if the executive resigns for good reason (as such terms are defined in the executive’s employment agreement), in each case, at any time during the 24-month period following the change in control. The Company’s determination of the fair value of the three-year vest restricted stock awards was calculated by multiplying the number of shares issued by the Company’s stock price at the grant date, less the present value of expected dividends during the vesting period. Compensation cost is recognized on a straight-line basis over the vesting period. A summary of activity during the three months ended March 31, 2020, is presented below: Wtd. Avg. Fair Value Three Year Vest Non-Vested Restricted Shares Shares Per Share Outstanding at January 1, 2020 37,595 $ 60.21 Granted 19,451 59.70 Vested (18,054) 59.69 Expired — — Forfeited (200) 58.78 Outstanding at March 31, 2020 38,792 $ 60.20 As of March 31, 2020, there was approximately $2.1 million of unrecognized compensation cost, adjusted for estimated forfeitures, related to the three-year vest non-vested restricted shares, which will be recognized over a remaining weighted average period of 2.2 years. Non-Qualified Stock Option Awards On October 22, 2014, the Company granted to Mr. Smith an option to purchase 10,000 shares of the Company’s common stock under the Original 2010 Plan, with an exercise price of $50.00. One-third of the options vested on each of the first, second, and third anniversaries of the grant date. The options expire on the earliest of: (a) the tenth anniversary of the grant date; (b) twelve months after the employee’s death or termination for disability; or (c) thirty days after the termination of employment for any reason other than death or disability. On February 9, 2015, the Company granted to Mr. Albright an option to purchase 20,000 shares of the Company’s common stock under the Original 2010 Plan, with an exercise price of $57.50. The option vested on January 28, 2016. The option expires on the earliest of: (a) January 28, 2025; (b) twelve months after the employee’s death or termination for disability; or (c) thirty days after the termination of employment for any reason other than death or disability. On May 20, 2015, the Company granted to Mr. Albright an option to purchase 40,000 shares of the Company’s common stock under the Original 2010 Plan, with an exercise price of $55.62. On February 26, 2016, this option was surrendered and an option to purchase 40,000 shares was granted on February 26, 2016, with identical terms. One-third of the options vested immediately, and the remaining two-thirds vested on January 28, 2017 and January 28, 2018. The option expires on the earliest of: (a) January 28, 2025; (b) twelve months after the employee’s death or termination for disability; or (c) thirty days after the termination of employment for any reason other than death or disability. On June 29, 2015, the Company granted to an officer of the Company an option to purchase 10,000 shares of the Company’s common stock under the Original 2010 Plan, with an exercise price of $57.54. One-third of the options vested on each of the first, second, and third anniversaries of the grant date. The option expires on the earliest of: (a) June 29, 2025; (b) twelve months after the employee’s death or termination for disability; or (c) thirty days after the termination of employment for any reason other than death or disability. Effective as of August 4, 2017, the Company entered into amendments to the employment agreements and certain stock option award agreements and restricted share award agreements whereby such awards will fully vest following a change in control (as defined in the executive’s employment agreement) only if the executive’s employment is terminated without cause or if the executive resigns for good reason (as such terms are defined in the executive’s employment agreement), in each case, at any time during the 24-month period following the change in control. The Company used the Black-Scholes valuation pricing model to determine the fair value of its non-qualified stock option awards. The determination of the fair value of the awards is affected by the stock price as well as assumptions regarding a number of other variables. These variables include expected stock price volatility over the term of the awards, annual dividends, and a risk-free interest rate assumption. A summary of the activity for the awards during the three months ended March 31, 2020, is presented below: Non-Qualified Stock Option Awards Shares Wtd. Avg. Ex. Price Wtd. Avg. Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 1, 2020 80,000 55.63 Granted — — Exercised — — Expired — — Forfeited — — Outstanding at March 31, 2020 80,000 $ 55.63 5.01 $ — Exercisable at January 1, 2020 80,000 $ 55.63 6.50 $ 25,000 Exercisable at March 31, 2020 80,000 $ 55.63 5.01 $ — No options were granted, and no options were exercised during the three months ended March 31, 2020. As of March 31, 2020, there is no unrecognized compensation cost related to non-qualified, non-vested stock option awards. NON-EMPLOYEE DIRECTOR STOCK COMPENSATION Each member of the Company’s Board of Directors 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 (i) the sum of (A) the amount of the quarterly retainer payment due to such director plus (B) meeting fees earned by such director during the quarter, by (ii) the closing price of the Company’s common stock on the last business day of the quarter for which such payment applied, rounded down to the nearest whole number of shares. Commencing in 2019, each non-employee director serving as of the beginning of each calendar year shall receive an annual award of the Company’s common stock valued at $20,000 (the “Annual Award”). The number of shares awarded will be calculated based on the trailing 20-day average price of the Company’s common stock as of the date two business days prior to the date of the award, rounded down to the nearest whole number of shares. During the three months ended March 31, 2020 and 2019, the expense recognized for the value of the Company’s common stock received by non-employee directors totaled approximately $241,000, or 3,861 shares, and $272,000, or 4,779, respectively. The 2020 amount includes the approximately $120,000 Annual Award received during the first quarter of 2020. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2020 | |
INCOME TAXES | |
INCOME TAXES | NOTE 20. INCOME TAXES The Company’s effective income tax rate was 25.0% and 25.3% for the three months ended March 31, 2020 and 2019, respectively. The provision for income taxes reflects the Company’s estimate of the effective rate expected to be applicable for the full fiscal year, adjusted for any discrete events, which are reported in the period that they occur. There were no discrete events during the three months ended March 31, 2020 or 2019. The Company has filed, or will file, a consolidated income tax return in the United States Federal jurisdiction and the states of Alabama, Arizona, California, Colorado, Florida, Georgia, Maryland, Massachusetts, Nevada, New Mexico, New York, North Carolina, Oregon, Texas, Virginia, Washington, and Wisconsin. The Internal Revenue Service has audited the federal tax returns through the year 2012, with all proposed adjustments settled. The Florida Department of Revenue has audited the Florida tax returns through the year 2014, with all proposed adjustments settled. The Company recognizes all potential accrued interest and penalties to unrecognized tax benefits in income tax expense. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 21. COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, the Company may be a party to certain legal proceedings, incidental to the normal course of its business. While the outcome of the legal proceedings cannot be predicted with certainty, the Company does not expect that these proceedings will have a material effect upon our financial condition or results of operations. On November 21, 2011, the Company, Indigo Mallard Creek LLC and Indigo Development LLC, as owners of the property leased to Harris Teeter, Inc. (“Harris Teeter”) in Charlotte, North Carolina, were served with pleadings filed in the General Court of Justice, Superior Court Division for Mecklenburg County, North Carolina, for a highway condemnation action involving this property. The proposed road modifications would impact access to the property. The Company does not believe the road modifications provided a basis for Harris Teeter to terminate the lease. Regardless, in January 2013, the North Carolina Department of Transportation (“NCDOT”) proposed to redesign the road modifications to keep the all access intersection open for ingress with no change to the planned limitation on egress to the right-in/right-out only. Additionally, NCDOT and the City of Charlotte proposed to build and maintain a new access road/point into the property. Construction has begun and is not expected to be completed until 2020. Harris Teeter has expressed satisfaction with the redesigned project and indicated that it will not attempt to terminate its lease if this project is built as currently redesigned. Because the redesigned project will not be completed until 2020, the condemnation case has been placed in administrative closure. As a result, the trial and mediation will not likely be scheduled until requested by the parties, most likely in 2021. Contractual Commitments – Expenditures In connection with the acquisition of Perimeter Place in Atlanta, Georgia on February 21, 2020, the Company received approximately $460,000 of credits from the seller of the property for tenant improvement allowances and leasing commissions for multiple tenants. Such credits have been included in accrued and other liabilities. No payments have been made during the three months ended March 31, 2020, accordingly, the remaining commitment is approximately $460,000. In connection with the acquisition of the Crossroads Towne Center property in Chandler, Arizona on January 24, 2020, the Company received approximately $1.3 million of credits from the seller of the property for tenant improvement allowances and leasing commissions for two tenants. Such credits have been included in accrued and other liabilities. No payments have been made during the three months ended March 31, 2020, accordingly, the remaining commitment is approximately $1.3 million. In connection with the acquisition of The Strand property located in Jacksonville, FL on December 9, 2019, the Company received a credit of approximately $450,000 for a tenant improvement allowance for one of the tenants of The Strand. Accordingly, this amount is included in accrued and other liabilities in the accompanying consolidated balance sheets as of December 31, 2019. During the three months ended March 31, 2020, the improvements were completed by the tenant and the Company funded the $450,000. In connection with the Daytona Beach Development, the Company has executed agreements to raze certain existing structures, which commitments totaled approximately $266,000 as of March 31, 2020. Other Matters In connection with a certain land sale contract to which the Company is a party, the purchaser’s pursuit of customary development entitlements gave rise to an inquiry by federal regulatory agencies regarding prior agricultural activities by the Company on such land. During the second quarter of 2015, we received a written information request regarding such activities. We submitted a written response to the information request along with supporting documentation. During the fourth quarter of 2015, based on discussions with the agency, a penalty related to this matter was deemed probable, and accordingly the estimated penalty of $187,500 was accrued as of December 31, 2015, for which payment was made during the quarter ended September 30, 2016. Also, during the fourth quarter of 2015, the agency advised the Company that the resolution to the inquiry would likely require the Company to incur costs associated with wetlands restoration relating to approximately 148.4 acres of the Company’s land. At December 31, 2015, the Company’s third-party environmental engineers estimated the cost for such restoration activities to range from approximately $1.7 million to approximately $1.9 million. Accordingly, as of December 31, 2015, the Company accrued an obligation of approximately $1.7 million, representing the low end of the estimated range of possible restoration costs, and included such estimated costs on the consolidated balance sheets as an increase in the basis of our land and development costs associated with those and benefitting surrounding acres. As of June 30, 2016, the final proposal from the Company’s third-party environmental engineer was received reflecting a total cost of approximately $2.0 million. Accordingly, an increase in the accrual of approximately $300,000 was made during the second quarter of 2016. During the first quarter of 2019, the Company received a revised estimate for completion of the restoration work for which the adjusted final total cost was approximately $2.4 million. Accordingly, an increase in the accrual of approximately $361,000 was recorded during the first quarter of 2019. The Company has funded approximately $2.3 million of the total $2.4 million of estimated costs through March 31, 2020, leaving a remaining accrual of approximately $87,000. The Company believes there is at least a reasonable possibility that the estimated remaining liability of approximately $87,000 could change within one year of the date of the consolidated financial statements, which in turn could have a material impact on the Company’s consolidated balance sheets and future cash flows. The Company evaluates its estimates on an ongoing basis; however, actual results may differ from those estimate. During the first quarter of 2017, the Company completed the sale of approximately 1,581 acres of land to Minto Communities LLC which acreage represents a portion of the Company’s remaining $430,000 obligation. Accordingly, the Company deposited $423,000 of cash in escrow to secure performance on the obligation. The funds in escrow can be drawn upon completion of certain milestones including completion of restoration and annual required monitoring. The first such milestone was achieved during the fourth quarter of 2017 and $189,500 of the escrow was refunded. The second milestone related to the completion of the first-year maintenance and monitoring was achieved during the first quarter of 2019 and $77,833 of the escrow was refunded, leaving an escrow balance of approximately $156,000 as of December 31, 2019. The third milestone related to the completion of the second-year maintenance and monitoring was achieved during the first quarter of 2020 and $77,833 of the escrow was refunded, leaving an escrow balance of approximately $78,000 as of March 31, 2020. Additionally, resolution of the regulatory matter required the Company to apply for an additional permit pertaining to an additional approximately 54.66 acres, which permit may require mitigation activities which the Company anticipates could be satisfied through the utilization of existing mitigation credits owned by the Company or the acquisition of mitigation credits. Resolution of this matter allowed the Company to obtain certain permits from the applicable federal or state regulatory agencies needed in connection with the closing of the land sale contract that gave rise to this matter. As of June 30, 2017, the Company determined that approximately 36 mitigation credits were required to be utilized, which represents approximately $298,000 in cost basis of the Company’s mitigation credits. Accordingly, the Company transferred the mitigation credits through a charge to direct cost of revenues of real estate operations during the three months ended June 30, 2017, thereby resolving the required mitigation activities related to the approximately 54.66 acres. |
BUSINESS SEGMENT DATA
BUSINESS SEGMENT DATA | 3 Months Ended |
Mar. 31, 2020 | |
BUSINESS SEGMENT DATA | |
BUSINESS SEGMENT DATA | NOTE 22. BUSINESS SEGMENT DATA The Company operates in four primary business segments: income properties, management services, commercial loan investments, and real estate operations. The management services segment consists of the revenue generated from managing PINE and the Land JV. The management services segment had no assets as of March 31, 2020 and December 31, 2019, and therefore there are no related capital expenditures or depreciation and amortization for the periods presented. The real estate operations segment previously included land sales from the Daytona Beach land portfolio as well as revenue and expenses related to the sale of mitigation credits and subsurface operations. Upon the completion of the Land JV transaction in the fourth quarter of 2019, the real estate operations related to land sales have been classified as discontinued operations in the accompanying consolidated statements of income for the three months ended March 31, 2019 and the real estate operations segment remaining consists of subsurface operations and mitigation credit sales. The identifiable assets and liabilities related to the discontinued real estate operations have been separately disclosed as discontinued real estate operations for the periods presented. Our income property operations consist primarily of income-producing properties, and our business plan is focused on investing in additional income-producing properties. Our income property operations accounted for 81.8% and 66.0% of our identifiable assets as of March 31, 2020 and December 31, 2019, respectively, and 85.7% and 75.2% of our consolidated revenues for the three months ended March 31, 2020 and 2019, respectively. Our management fee income consists of the management fees earned for the management of PINE and the Land JV. As of March 31, 2020, our commercial loan investment portfolio consisted of five fixed-rate first mortgages and the Ground Lease Loan. Our continuing real estate operations primarily consist of revenues generated from leasing and royalty income from our interests in subsurface oil, gas and mineral rights, and the sale of mitigation credits. The Company evaluates performance based on profit or loss from operations before income taxes. The Company’s reportable segments are strategic business units that offer different products. They are managed separately because each segment requires different management techniques, knowledge, and skills. Information about the Company’s operations in different segments for the three months ended March 31, 2020 and 2019 is as follows: Three Months Ended March 31, March 31, Revenues: Income Properties $ 11,003,031 $ 10,724,418 Management Services 702,601 — Commercial Loan Investments 1,052,049 — Real Estate Operations 80,751 234,901 Total Revenues $ 12,838,432 $ 10,959,319 Operating Income (Loss): Income Properties $ 8,889,936 $ 8,791,930 Management Services 702,601 — Commercial Loan Investments 1,052,049 — Real Estate Operations (1,443,615) 188,734 General and Corporate Expense (9,548,711) (5,847,907) Gains on Disposition of Assets — 6,869,957 Gain on Extinguishment of Debt 636,937 Total Operating Income $ 289,197 $ 10,002,714 Depreciation and Amortization: Income Properties $ 4,547,421 $ 3,339,856 Corporate and Other 5,050 6,431 Total Depreciation and Amortization $ 4,552,471 $ 3,346,287 Capital Expenditures: Income Properties $ 137,991,507 $ 58,005 Commercial Loan Investments 6,754,375 — Discontinued Real Estate Operations — 870,509 Corporate and Other 5,846 2,061 Total Capital Expenditures $ 144,751,728 $ 930,575 As of March 31, December 31, Identifiable Assets: Income Properties $ 586,557,285 $ 464,285,272 Commercial Loan Investments 40,748,068 35,742,218 Real Estate Operations 66,725,192 65,554,619 Discontinued Land Operations 833,372 833,167 Corporate and Other 22,171,814 136,870,927 Total Assets $ 717,035,731 $ 703,286,203 Operating income represents income from continuing operations before loss on early extinguishment of debt, interest expense, investment income, and income taxes. General and corporate expenses are an aggregate of general and administrative expenses, impairment charges, depreciation and amortization expense, and gains on the disposition of assets. Identifiable assets by segment are those assets that are used in the Company’s operations in each segment. Real Estate Operations includes the identifiable assets of the Mitigation Bank JV and Land JV. Corporate and other assets consist primarily of cash, property, plant, and equipment related to the other operations, as well as the general and corporate operations. The Management Services segment had no capital expenditures and held no assets as of March 31, 2020 or December 31, 2019. |
ASSETS HELD FOR SALE AND DISCON
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2020 | |
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS | |
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS | NOTE 23. ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS Since the transition in our land operations occurred late in 2019, the impact of land sales for the periods prior to October 2019 are no longer germane to our financial condition, results of operations and cash flows. As such the following summarized information is provided regarding land sales activity prior to October 2019. Additionally, one single-tenant income property was classified as held for sale as of March 31, 2020, see Note 24, “Subsequent Events”, for a description of the sale completed on April 30, 2020. As of March 31, 2020 Land JV Assets Single-Tenant Income Properties Total Assets Held for Sale Plant, Property, and Equipment—Net $ — $ 3,800,429 $ 3,800,429 Restricted Cash 833,372 — 833,372 Total Assets Held for Sale $ 833,372 $ 3,800,429 $ 4,633,801 As of March 31, 2020 Land JV Liabilities Total Liabilities Held for Sale Deferred Revenue $ 831,320 $ 831,320 Total Liabilities Held for Sale $ 831,320 $ 831,320 There were no discontinued operations for the three months ended March 31, 2020. The following is a summary of discontinued operations for the three months ended March 31, 2019: Three Months Ended March 31, 2019 Golf Operations Revenue $ 1,496,693 Golf Operations Direct Cost of Revenues (1,711,330) Loss from Operations (214,637) Loss from Discontinued Operations Before Income Tax (214,637) Income Tax Benefit 54,399 Loss from Discontinued Operations (Net of Income Tax) $ (160,238) Land Operations Revenue $ 3,300,000 Land Operations Direct Cost of Revenues (1,579,101) Income from Operations 1,720,899 Income from Discontinued Operations Before Income Tax 1,720,899 Income Tax Expense (436,162) Income from Discontinued Operations (Net of Income Tax) $ 1,284,737 Total Income from Discontinued Operations (Net of Income Tax) $ 1,124,499 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2020 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 24. SUBSEQUENT EVENTS COVID-19 PANDEMIC In March 2020, the agency of the United Nations, responsible for international public health, declared the outbreak of the COVID-19 Pandemic, which has spread throughout the United States. The spread of the COVID-19 Pandemic has caused significant volatility in the U.S. and international markets and in many industries, business activity has virtually shut-down entirely. There is significant 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. As such, the Company is not yet able to determine the full impact of the COVID-19 Pandemic on its operations and therefore, the potential that such impact will be material. The actions taken by federal, state, and local governments to mitigate the spread of the COVID-19 Pandemic by ordering closure of nonessential businesses and ordering residents to generally stay at home has resulted in many of our tenants temporarily closing their businesses, and/or expressing concerns about their ability to pay rent. These economic hardships have adversely impacted our business, and we expect them to have a negative effect on our financial results. We expect such negative effects to be greater during the quarter ending June 30, 2020 than they were during the quarter ended March 31, 2020. An assessment of the current or identifiable potential financial and operational impact on the Company as a result of the COVID-19 Pandemic is as follows: · Based on April 2020 contractual base rent, of the Company’s portfolio, 62% has remained open since the onset, of the COVID-19 Pandemic, with 27% operating on a limited basis. · The Company was contacted by certain of its tenants who are seeking rent relief through possible deferrals or other potential modifications of lease terms, beginning with the April 2020 rent. The rent payable for April 2020 from the Company’s tenants seeking rent relief represents approximately 37% of April 2020 contractual base rent. We expect that our rent collections will be below our tenants’ contractual rent obligations for so long as governmental orders require non-essential businesses to remain closed and residents to stay at home, which will adversely impact our results of operations. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted. April collections and rent relief requests to-date may not be indicative of collections or requests in any future period. Depending upon the duration of tenant closures and the overall economic downturn resulting from the COVID-19 Pandemic, we may find deferred rents difficult to collect. · The Company believes certain of the programs available under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) may provide tenants with the ability to obtain proceeds from loans provided by the Federal government which could provide liquidity that would allow the tenant to pay its near-term rent. However, no assurances can be given that the tenants will seek to access or will receive funds from these programs or will be able to use the proceeds to pay their rent in the near-term or otherwise. · Given uncertainty surrounding the depth, duration, and geographic impact of the COVID-19 Pandemic, as a precautionary measure intended to support the Company’s liquidity, the Company, in March 2020, drew $20 million of available capacity on its $200 million Credit Facility. As a result, the Company, as of March 31, 2020, has approximately $19 million in cash on hand with approximately $199 million outstanding on the Credit Facility. · The total borrowing capacity on the Credit Facility, based on the assets currently in the borrowing base, is approximately $200 million, and as such, the Company has the borrowing capacity of approximately $1 million on the Credit Facility. Pursuant to the terms of the Credit Facility, any property in the borrowing base with a tenant that is more than 60 days past due on its contractual rent obligations would be automatically removed from the borrowing base and the Company’s borrowing capacity would be reduced. The Company believes that certain modifications, including a deferral of current rent that is paid later in 2020, do not meet with the past due terms of the Credit Facility and thus, any of the Company’s applicable properties would not be required to be removed from the borrowing base. · As are result of the outbreak of the COVID-19 Pandemic, the federal government and the State of Florida issued orders encouraging everyone to remain in their residence and not go into work. In response to these orders and in the best interest of our employees and directors, we have implemented significant preventative measures to ensure the health and safety of our employees and Board, including: i) conducting all meetings of our Board and Committees of the Board telephonically or via a visual conferencing service, permitting our employees to work from home at their election, enforcement of appropriate social distancing practices in our office, encouraging our employees to wash their hands often and providing hand sanitizer throughout our office, requiring 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 our offices. These preventative measures, including the transition to a remote workforce, have not had any material adverse impact on our financial reporting systems, internal controls over financial reporting or disclosure controls and procedures. At this time, we have not laid off, furloughed, or terminated any employee in response to the COVID-19 Pandemic. The Compensation Committee of our Board may reevaluate the performance goals and other aspects of the compensation arrangements of our executive officers later in 2020 as more information about the effects of the COVID-19 Pandemic become known. A prolonged period of mandated closures or other social-distancing guidelines may adversely impact our tenants’ ability to generate sufficient revenues, and could force tenants to default on their leases, or result in the bankruptcy or insolvency of tenants, which would diminish the rental revenue we receive under our leases. The uncertainty surrounding the pandemic precludes any prediction as to the ultimate adverse impact on the Company. Nevertheless, the COVID-19 Pandemic presents material uncertainty and risk with respect to our performance, business or financial condition, results from operations and cash flows. The extent of the effects of the COVID-19 Pandemic on our business, results of operations, cash flows, and growth prospects is highly uncertain and will ultimately depend on future developments, none of which can be predicted with any certainty. See Part I – Item 1A. Risk Factors of our Annual Report on Form 10-K and in this 10-Q in Part II – Item 1A. Risk Factors. However, we believe the actions we are taking will help minimize interruptions to our operations and will put us in the best position to participate in the recovery when the time comes. Management and the Board will continue to actively monitor the effects of the pandemic, including governmental directives in the jurisdictions in which we operate and the recommendations of public health authorities, and will, as needed, take further measures to adapt our business in the best interests of our shareholders and personnel. INCOME PROPERTY DISPOSITIONS On April 24, 2020, the Company sold its CVS ground lease located in downtown Dallas, Texas, for a sales price of approximately $15.2 million, reflecting an exit cap rate of 4.50%. Approximately $10.4 million of the proceeds received from the sale constituted the completion of a Section 1031 like-kind exchange into the recently-purchased Perimeter Place asset in Atlanta, Georgia. The remaining proceeds are expected to be part of a future Section 1031 like-kind exchange. The Company’s estimated gain on the sale is approximately $0.8 million, or $0.13 per share after tax. On April 30, 2020, the Company sold its Wawa ground lease located in Daytona Beach, Florida, for a sales price of approximately $6.0 million, reflecting an exit cap rate of 4.75%. The property, a former Barnes & Noble, is currently under a 20 year ground lease to Wawa. Wawa is expected to begin construction on the vacant site in early 2021. The proceeds are expected to be part of a future Section 1031 like-kind exchange. The Company’s estimated gain on the sale is approximately $1.8 million, or $0.29 per share after tax. SHARE REPURCHASES For the period subsequent to March 31, 2020, through May 7, 2020, the Company has repurchased approximately 5,300 shares of our common stock for approximately $185,000, an average purchase price of $35.20 per share, under the $10 Million Repurchase Program. 2025 NOTES REPURCHASES On both April 30, 2020 and May 6, 2020, the Company repurchased $2.5 million aggregate principal amount of 2025 Notes at a $475,000 discount, for total 2025 Notes repurchased subsequent to March 31, 2020 of $5.0 million at a $950,000 discount (the “Subsequent Open Market Purchases”). Following the Subsequent Open Market Purchases, $65.0 million aggregate principal amount of the 2025 Notes remains outstanding. There were no other reportable subsequent events or transactions. |
DESCRIPTION OF BUSINESS AND P_2
DESCRIPTION OF BUSINESS AND PRINCIPLES OF INTERIM STATEMENTS (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
DESCRIPTION OF BUSINESS AND PRINCIPLES OF INTERIM STATEMENTS | |
Interim Financial Information | Interim Financial Information The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited consolidated financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“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 financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the financial position of the Company and the results of operations for the interim periods. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020. See Note 24, “Subsequent Events” for the Company’s disclosure related to the impact of the COVID-19 Pandemic on its business. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and other entities in which we have a controlling interest. Any real estate entities or properties included in the consolidated financial statements have been consolidated only for the periods that such entities or properties were owned or under control by us. All significant inter-company balances and transactions have been eliminated in the consolidated financial statements. The Company has retained interests in the Land JV and the Mitigation Bank JV, as well as an equity investment in PINE. The Company has concluded that these entities are variable interest entities of which the Company is not the primary beneficiary and as a result, these entities are not consolidated. |
Use of Estimates in Preparation of Financial Statements | Use of Estimates in Preparation of Financial Statements The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Because of the fluctuating market conditions that currently exist in the Florida and national real estate markets, and the volatility and uncertainty in the financial and credit markets, it is possible that the estimates and assumptions, most notably those related to the Company’s investment in income properties, could change materially during the time span associated with the continued volatility of the real estate and financial markets or as a result of a significant dislocation in those markets. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Lease Modifications. In April 2020, the Financial Accounting Standards Board (“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. We are currently evaluating the impact of this guidance and whether we will make this policy election for lease concessions such as rent deferrals for the quarter ended June 30, 2020. Tax Cuts and Jobs Act. In February 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-02, which amends the guidance allowing for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act effective January 1, 2018 (the “2018 Tax Cuts and Jobs Act”). The amendments in this update are effective for annual reporting periods beginning after December 15, 2018. The Company implemented ASU 2018-02 effective January 1, 2019 and there were no such reclassifications related to the Tax Cuts and Jobs Act. ASC Topic 326, Financial Instruments-Credit Losses. In June 2016, the FASB issued ASU 2016-13, which amends its guidance on the measurement of credit losses on financial instruments. The amendments in this update are effective for annual reporting periods beginning after December 31, 2019. ASU 2016-13 affects entities holding financial assets that are not accounted for at fair value through net income, including but not limited to, loans, trade receivables, and net investments in leases. The Company adopted the changes to FASB Accounting Standards Codification (“ASC”) 326, Financial Instruments-Credit Losses on January 1, 2020. The Company’s evaluation of current expected credit losses (“CECL”) resulted in a reserve of approximately $252,000 on the Company’s Commercial Loan Investment portfolio during the three months ended March 31, 2020. See Note 4, “Commercial Loan Investments” for further information. ASC Topic 842, Leases. In February 2016, the FASB issued 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. The Company’s implemented ASC 842 effective January 1, 2019 and has elected to follow the practical expedients and accounting policies below: · The Company, as lessee and 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 lessee, will not apply the recognition requirements of ASC 842 to short-term (twelve months or less) leases. Instead, the Company, as lessee, will recognize the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. As of the date of this report, the Company has no such short-term 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. 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. At the beginning of the period of adoption, January 1, 2019, through a cumulative-effect adjustment, the Company increased right-of use assets and lease liabilities for operating leases for which the Company is the lessee. The amount of the adjustment totaled approximately $681,000 and was reflected as an increase in Other Assets and Accrued and Other Liabilities for corporate leases totaling approximately $473,000 and an increase in Assets Held for Sale and Liabilities Held for sale for golf operations segment leases totaling approximately $208,000. There were no adjustments related to the leases for which the Company is the lessor. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand, bank demand accounts, and money market accounts having original maturities of 90 days or less. The Company’s bank balances as of March 31, 2020 include certain amounts over the Federal Deposit Insurance Corporation limits. |
Restricted Cash | Restricted Cash Restricted cash totaled approximately $2.9 million at March 31, 2020 of which approximately $1.5 million is being held in a general tenant improvement reserve account with Wells Fargo in connection with our financing of the property located in Raleigh, NC leased to Wells Fargo (“Wells Fargo Raleigh”); approximately $0.9 million is being held in reserves for the $8.0 million first mortgage loan originated in June 2019, the $3.5 million first mortgage loan originated in January 2020, and the $3.4 million first mortgage loan originated in February 2020; approximately $273,000 is being held in a capital replacement reserve account in connection with our financing of six income properties with Wells Fargo Bank, NA (“Wells Fargo”); approximately $84,000 of cash is being held in multiple separate escrow accounts to be reinvested through the like-kind exchange structure into other income properties; and approximately $78,000 is being held in an escrow account related to a separate land transaction which closed in February 2017. |
Derivative Financial Instruments and Hedging Activity | Derivative Financial Instruments and Hedging Activity Interest Rate Swaps. In conjunction with the variable-rate mortgage loan secured by Wells Fargo Raleigh, the Company entered into an interest rate swap to fix the interest rate (the “Wells Interest Rate Swap”). Effective March 31, 2020, in conjunction with the variable-rate Credit Facility (hereinafter defined in Note 15, “Long-Term Debt”), the Company entered into an interest rate swap to fix $100 million of the outstanding facility balance to fix the interest rate (the “Credit Facility Interest Rate Swap”). The Company accounts for its cash flow hedging derivatives in accordance with FASB ASC Topic 815-20, Derivatives and Hedging . Depending upon the hedge’s value at each balance sheet date, the derivatives are included in either Other Assets or Accrued 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 derivatives 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 instruments and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge transactions. At the hedges’ inception, the Company formally assessed whether the derivatives that are used in hedging the transactions are highly effective in offsetting changes in cash flows of the hedged items, and we will continue to do so on an ongoing basis. As the terms of the Wells Interest Rate Swap and Credit Facility Interest Rate Swap and the associated debts are identical, both hedging instruments qualify for the shortcut method, therefore, it is assumed that there is no hedge ineffectiveness throughout the entire term of the hedging instruments. Changes in fair value of the hedging instruments that are highly effective and designated and qualified as cash-flow hedges are recorded in other comprehensive income and loss, until earnings are affected by the variability in cash flows of the designated hedged items. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of the Company’s financial assets and liabilities including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued and other liabilities at March 31, 2020 and December 31, 2019, approximate fair value because of the short maturity of these instruments. The carrying value of the Company’s Credit Facility, as defined in Note 15, “Long-Term Debt,” approximates current market rates for revolving credit arrangements with similar risks and maturities. The face value of the Company’s fixed rate commercial loan investments held as of March 31, 2020 and December 31, 2019 and the mortgage notes and convertible debt held as of March 31, 2020 and December 31, 2019 are measured at fair value based on current market rates for financial instruments with similar risks and maturities. See Note 9, “Fair Value of Financial Instruments.” |
Fair Value Measurements | Fair Value Measurements The Company’s estimates of fair value of financial and non-financial assets and liabilities is based on the framework established by 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. |
Recognition of Interest Income From Commercial Loan Investments | Recognition of Interest Income from Commercial Loan Investments Interest income on commercial loan investments includes interest payments made by the borrower and the accretion of purchase discounts and loan origination fees, offset by the amortization of loan costs. Interest payments are accrued based on the actual coupon rate and the outstanding principal balance and purchase discounts and loan origination fees are accreted into income using the effective yield method, adjusted for prepayments. |
Mitigation Credits | Mitigation Credits Mitigation credits are stated at historical cost. As these assets are sold, the related revenues and cost basis are reported as revenues from, and direct costs of, real estate operations, respectively, in the consolidated statements of operations. |
Accounts Receivable | Accounts Receivable Accounts receivable related to income properties, which are classified in other assets on the consolidated balance sheets, primarily consist of tenant reimbursable expenses. Receivables related to tenant reimbursable expenses totaled approximately $1.4 million and $533,000 as of March 31, 2020 and December 31, 2019, respectively. The increase of approximately $878,000 is primarily attributable to accrued receivables related to property taxes. Accounts receivable related to real estate operations, which are classified in other assets on the consolidated balance sheets, totaled approximately $1.6 million as of March 31, 2020 and December 31, 2019. The accounts receivable as of March 31, 2020 and December 31, 2019 are primarily related to the reimbursement of certain infrastructure costs completed by the Company in conjunction with two land sale transactions that closed during the fourth quarter of 2015 as more fully described in Note 12, “Other Assets.” Trade accounts receivable primarily consists of receivables related to golf operations, which were classified in Assets Held for Sale on the consolidated balance sheets as of December 31, 2018 and thereafter until the sale of the golf operations during the fourth quarter of 2019. As of March 31, 2020, approximately $527,000 is due from the buyer of the golf operations for the rounds surcharge the Company paid to the City of Daytona Beach. The collectability of the aforementioned receivables is determined based on a review of specifically identified accounts using judgments. As of March 31, 2020 and December 31, 2019, the Company recorded an allowance for doubtful accounts of approximately $49,000 and $14,000, respectively. |
Purchase Accounting for Acquisitions of Real Estate Subject to a Lease | Purchase Accounting for Acquisitions of Real Estate Subject to a Lease In accordance with the FASB guidance on 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 the Company believes that it is likely that the tenant will renew the option, whereby the Company amortizes 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 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. In January 2017, the FASB issued ASU 2017-01, Business Combinations which clarified the definition of a business. Pursuant to ASU 2017-01, the acquisition of an income property subject to a lease no longer qualifies as a business combination, but rather an asset acquisition, accordingly, acquisition costs have been capitalized. |
Sales of Real Estate | Sales of Real Estate Gains and losses on sales of real estate are accounted for as required by FASB ASC Topic 606, Revenue from Contracts with Customers . The Company recognizes revenue from the sales of real estate when the Company transfers the promised goods and/or services in the contract based on the transaction price allocated to the performance obligations within the contract. As market information becomes available, real estate cost basis is analyzed and recorded at the lower of cost or market. |
Income Taxes | Income Taxes The Company uses the asset and liability method to account for income taxes. Deferred income taxes result primarily from the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes (see Note 20, “Income Taxes”.) In June 2006, the FASB issued additional guidance, which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements included in income taxes. The interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, and disclosure and transition. In accordance with FASB guidance included in income taxes, the Company has analyzed its various federal and state filing positions and believes that its income tax filing positions and deductions are well documented and supported. Additionally, the Company believes that its accruals for tax liabilities are adequate. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to the FASB guidance. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
REVENUE RECOGNITION | |
Summary of revenue by segment, major good and/or service, and the related timing of revenue recognition | The following table summarizes the Company’s revenue from continuing operations by segment, major good and/or service, and the related timing of revenue recognition for the three months ended March 31, 2020: Income Properties ($000's) Management Services ($000's) Commercial Loan Investments ($000's) Real Estate Operations ($000's) Total Revenues ($000's) Major Good / Service: Lease Revenue - Base Rent $ 8,751 $ — $ — $ — $ 8,751 Lease Revenue - CAM 784 — — — 784 Lease Revenue - Reimbursements 790 — — — 790 Lease Revenue - Billboards 44 — — — 44 Above / Below Market Lease Accretion 474 — — — 474 Contributed Leased Assets Accretion 43 — — — 43 Management Services — 702 — — 702 Commercial Loan Investments — — 1,052 — 1,052 Mitigation Credit Sales — — — 4 4 Subsurface Revenue - Other — — — 77 77 Interest and Other Revenue 117 — — — 117 Total Revenues $ 11,003 $ 702 $ 1,052 $ 81 $ 12,838 Timing of Revenue Recognition: Asset/Good Transferred at a Point in Time $ — $ — $ — $ $ 81 Services Transferred Over Time 117 702 — — 819 Over Lease Term 10,886 — — — 10,886 Commercial Loan Investment Related Revenue — — 1,052 — 1,052 Total Revenues $ 11,003 $ 702 $ 1,052 $ 81 $ 12,838 The following table summarizes the Company’s revenue from continuing operations by segment, major good and/or service, and the related timing of revenue recognition for the three months ended March 31, 2019: Income Properties Real Estate Operations Total Revenues ($000's) ($000's) ($000's) Major Good / Service: Lease Revenue - Base Rent $ 8,875 $ $ 8,902 Lease Revenue - CAM 670 — 670 Lease Revenue - Reimbursements 546 — 546 Lease Revenue - Billboards 36 — 36 Above / Below Market Lease Accretion 581 — 581 Contributed Leased Assets Accretion 62 — 62 Lease Incentive Amortization (76) — (76) Land Sale Revenue — — — Subsurface Lease Revenue — Subsurface Revenue - Other — Interest and Other Revenue 30 — 30 Total Revenues $ 10,724 $ 235 $ 10,959 Timing of Revenue Recognition: Asset/Good Transferred at a Point in Time $ — $ $ Services Transferred Over Time 30 — 30 Over Lease Term 10,694 10,920 Commercial Loan Investment Related Revenue — — — Total Revenues $ 10,724 $ 235 $ 10,959 |
INCOME PROPERTIES AND LEASES (T
INCOME PROPERTIES AND LEASES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
INCOME PROPERTIES AND LEASES | |
Schedule of components of leasing revenue | The components of leasing revenue are as follows: Three Months Ended March 31, 2020 March 31, 2019 Leasing Revenue Lease Payments $ 9,268 $ 9,442 Variable Lease Payments 1,735 1,282 Total Leasing Revenue $ 11,003 $ 10,724 |
Schedule of minimum future base rental revenue on non-cancelable leases | Minimum future base rental revenue on non-cancelable leases subsequent to March 31, 2020, for the next five years ended December 31 are summarized as follows: Year Ending December 31, Amounts Remainder of 2020 $ 28,759 2021 36,910 2022 34,309 2023 32,161 2024 30,878 2025 and thereafter (cumulative) Total $ 341,182 |
Schedule of properties acquired | The properties acquired during the three months ended March 31, 2020 are described below: Tenant Description Tenant Type Property Location Date of Acquisition Property Square-Feet Purchase Price Percentage Leased Remaining Lease Term at Acquisition Date (in years) Crossroads Towne Center Multi-Tenant Chandler, AZ 01/24/20 254,109 $ 61,800,000 5.0 Perimeter Place Multi-Tenant Atlanta, GA 02/21/20 268,572 75,435,000 3.6 Total / Weighted Average 522,681 $ 137,235,000 4.2 |
COMMERCIAL LOAN INVESTMENTS (Ta
COMMERCIAL LOAN INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
COMMERCIAL LOAN INVESTMENTS | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | The Company’s commercial loan investments were comprised of the following at March 31, 2020: Description Date of Investment Maturity Date Original Face Amount Current Face Amount Carrying Value Coupon Rate First Mortgage – 72-Acre Land Parcel, Orlando, FL June 2019 June 2020 $ 8,000,000 $ 8,000,000 $ 7,967,650 12.00% Mortgage Note – 400 Josephine Street, Austin, TX July 2019 July 2020 8,250,000 8,250,000 8,228,421 11.50% Ground Lease Loan – 400 Josephine Street, Austin, TX July 2019 N/A 16,250,000 16,250,000 16,539,509 N/A LPGA Buyer Loan – Daytona Beach, FL October 2019 October 2020 2,070,000 2,070,000 2,053,118 7.50% First Mortgage – Redevelopment Property, Honolulu, Hawaii January 2020 January 2021 3,500,000 3,500,000 3,445,067 11.00% First Mortgage – 12-Acre Land Parcel, Daytona Beach, FL February 2020 February 2021 3,375,000 3,375,000 3,328,939 9.50% Impairment / CECL Reserve — — (1,904,500) $ 41,445,000 $ 41,445,000 $ 39,658,204 The carrying value of the commercial loan investment portfolio at March 31, 2020 consisted of the following: Total Current Face Amount $ 41,445,000 Imputed Interest over Rent Payments Received on Ground Lease Loan 289,509 Unaccreted Origination Fees (171,805) Impairment / CECL Reserve (1,904,500) Total Commercial Loan Investments $ 39,658,204 |
RELATED PARTY MANAGEMENT SERV_2
RELATED PARTY MANAGEMENT SERVICES BUSINESS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
RELATED PARTY MANAGEMENT SERVICES BUSINESS | |
Schedule of amounts due from PINE | The following table represents amounts due from PINE to the Company as of March 31, 2020 and December 31, 2019: As of Description March 31, 2020 December 31, 2019 Management Services Fee due from PINE $ 649 $ 254 Dividend Receivable (1) 395 71 Other (13) 56 Total $ 1,031 $ 381 (1) The dividend receivable totaling approximately $395,000 includes approximately $316,000 related to the dividend on OP Units, while the remaining portion of approximately $79,000 relates to the dividend on common stock. |
REAL ESTATE OPERATIONS (Tables)
REAL ESTATE OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
REAL ESTATE OPERATIONS | |
Schedule of components of real estate operations revenue | Three Months Ended March 31, 2020 March 31, 2019 Revenue Description ($000's) ($000's) Mitigation Credit Sales $ 4 $ — Subsurface Revenue 77 208 Fill Dirt and Other Revenue — 27 Total Real Estate Operations Revenue $ 81 $ 235 |
Schedule of lease payments on respective acreages and drilling penalties received | Acreage Lease Year (Approximate) Florida County Lease Payment (1) Drilling Penalty (1) Lease Year 1 - 9/23/2011 - 9/22/2012 136,000 Lee and Hendry $ 913,657 $ — Lease Year 2 - 9/23/2012 - 9/22/2013 136,000 Lee and Hendry 922,114 — Lease Year 3 - 9/23/2013 - 9/22/2014 82,000 Hendry 3,293,000 1,000,000 Lease Year 4 - 9/23/2014 - 9/22/2015 42,000 Hendry 1,866,146 600,000 Lease Year 5 - 9/23/2015 - 9/22/2016 25,000 Hendry 1,218,838 175,000 Lease Year 6 - 9/23/2016 - 9/22/2017 15,000 Hendry 806,683 150,000 Lease Year 7 - 9/23/2017 - 9/22/2018 15,000 Hendry 806,683 50,000 Lease Year 8 - 9/23/2018 - 9/22/2019 15,000 Hendry 806,684 150,000 Total Payments $ 10,633,805 $ 2,125,000 (1) Generally, cash payment for the Lease Payment and Drilling Penalty is received on or before the first day of the lease year. The Drilling Penalty, which is due within thirty days from the end of the prior lease year, is recorded as revenue when earned, i.e. when the amount is agreed upon, while the Lease Payment is recognized on a straight-line basis over the respective lease term. The oil exploration lease has not been renewed beyond September 22, 2019 and has effectively terminated. |
INVESTMENTS IN JOINT VENTURES (
INVESTMENTS IN JOINT VENTURES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Land JV | |
Summarized financial information of the Company’s JV Investment | The following table provides summarized financial information of the Land JV as of March 31, 2020 and December 31, 2019: As of March 31, 2020 December 31, 2019 ($000's) ($000's) Assets, cash and cash equivalents $ — $ 15,066 Assets, prepaid expenses — 61 Assets, investment in land assets 15,384 17,058 Total Assets $ 15,384 $ 32,185 Liabilities, accounts payable, deferred revenue $ 211 $ 987 Equity $ 15,173 $ 31,198 Total Liabilities & Equity $ 15,384 $ 32,185 The following table provides summarized financial information of the Land JV for the three months ended March 31, 2020. There was no activity for the three months ended March 31, 2019. Three Months Ended March 31, 2020 ($000's) Revenues $ 7,146 Direct Cost of Revenues 3,106 Operating Income $ 4,040 Other Operating Expenses $ 137 Net Income $ 3,903 |
Mitigation Bank | |
Summarized financial information of the Company’s JV Investment | The following tables provide summarized financial information of the Mitigation Bank JV as of March 31, 2020 and December 31, 2019: As of March 31, 2020 December 31, 2019 ($000's) ($000's) Assets, cash and cash equivalents $ 2,004 $ 4,015 Assets, prepaid expenses 9 19 Assets, investment in mitigation credit assets 1,457 1,521 Assets, property, plant, and equipment 15 17 Total Assets $ 3,485 $ 5,572 Liabilities, accounts payable, deferred mitigation credit sale revenue $ 24 $ 39 Equity $ 3,461 $ 5,533 Total Liabilities & Equity $ 3,485 $ 5,572 The following table provides summarized financial information of the Mitigation Bank JV for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 March 31, 2019 ($000's) ($000's) Revenues $ 1,866 $ 47 Direct Cost of Revenues 80 4 Operating Income $ 1,786 $ 43 Other Operating Expenses $ 75 $ 70 Net Income $ 1,711 $ (27) |
INVESTMENT SECURITIES (Tables)
INVESTMENT SECURITIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
INVESTMENT SECURITIES | |
Schedule of marketable securities | As of March 31, 2020 Cost Unrealized Gains in Unrealized Losses in Estimated Common Stock $ 15,500,000 $ — $ (5,482,109) $ 10,042,375 Operating Units 23,253,230 — (8,224,299) 15,065,643 Total Equity Securities 38,753,230 — (13,706,408) 25,108,018 Total Available-for-Sale Securities $ 38,753,230 $ — $ (13,706,408) $ 25,108,018 As of December 31, 2019 Cost Unrealized Gains in Unrealized Losses in Estimated Common Stock $ 15,500,000 $ 24,484 $ — $ 15,524,484 Operating Units 23,253,230 36,711 — 23,289,941 Total Equity Securities 38,753,230 61,195 — 38,814,425 Total Available-for-Sale Securities $ 38,753,230 $ 61,195 $ — $ 38,814,425 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
Schedule of carrying value and estimated fair value of financial instruments | March 31, 2020 December 31, 2019 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Cash and Cash Equivalents - Level 1 $ 18,593,046 $ 18,593,046 $ 6,474,637 $ 6,474,637 Restricted Cash - Level 1 2,910,392 2,910,392 128,430,049 128,430,049 Commercial Loan Investments - Level 2 39,658,204 39,658,204 34,625,173 35,001,997 Long-Term Debt - Level 2 313,372,702 318,513,813 287,218,303 288,830,346 |
Schedule of fair value of assets measured on recurring basis by Level | The following table presents the fair value of assets (liabilities) measured on a recurring basis by Level as of March 31, 2020: Fair Value at Reporting Date Using 3/31/2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash Flow Hedge - Interest Rate Swap - Wells Fargo $ (224,323) $ — $ (224,323) $ — Cash Flow Hedge - Interest Rate Swap - BMO $ (1,507,001) $ — $ (1,507,001) $ — Investment Securities $ 25,108,018 $ 25,108,018 $ — $ — The following table presents the fair value of assets measured on a recurring basis by Level as of December 31, 2019: Fair Value at Reporting Date Using 12/31/2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash Flow Hedge - Interest Rate Swap - Wells Fargo $ 99,021 $ — $ 99,021 $ — Investment Securities $ 38,814,425 $ 38,814,425 $ — $ — |
INTANGIBLE LEASE ASSETS AND LIA
INTANGIBLE LEASE ASSETS AND LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
INTANGIBLE ASSETS AND LIABILITIES | |
Schedule of components of intangible lease assets and liabilities | As of March 31, December 31, Intangible Lease Assets: Value of In-Place Leases $ 55,385,645 $ 42,584,264 Value of Above Market In-Place Leases 11,008,163 7,119,316 Value of Intangible Leasing Costs 16,735,742 14,645,780 Sub-total Intangible Lease Assets 83,129,550 64,349,360 Accumulated Amortization (17,491,516) (15,327,182) Sub-total Intangible Lease Assets—Net 65,638,034 49,022,178 Intangible Lease Liabilities (included in accrued and other liabilities): Value of Below Market In-Place Leases (38,274,456) (36,507,336) Sub-total Intangible Lease Liabilities (38,274,456) (36,507,336) Accumulated Amortization 11,066,862 10,309,088 Sub-total Intangible Lease Liabilities—Net (27,207,594) (26,198,248) Total Intangible Assets and Liabilities—Net $ 38,430,440 $ 22,823,930 |
Schedule of amortization of intangible assets and liabilities | Three Months Ended March 31, 2020 March 31, 2019 ($000's) ($000's) Depreciation and Amortization Expense $ 1,881 $ 1,127 Increase to Income Properties Revenue (474) (581) Net Amortization of Intangible Assets and Liabilities $ 1,407 $ 546 |
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, Amount Revenue and Liabilities Remainder of 2020 $ 6,412,707 $ (1,326,826) $ 5,085,881 2021 7,155,562 (1,840,694) 5,314,868 2022 6,748,245 (1,975,136) 4,773,109 2023 6,623,218 (1,885,793) 4,737,425 2024 6,579,755 (1,668,901) 4,910,854 2025 and thereafter 22,615,244 (9,006,941) 13,608,303 Total $ 56,134,731 $ (17,704,291) $ 38,430,440 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
OTHER ASSETS | |
Schedule of components of other assets | As of March 31, December 31, Income Property Tenant Receivables $ 1,410,941 $ 532,636 Income Property Straight-line Rent Adjustment 3,747,983 3,352,245 Interest Receivable from Commercial Loan Investment 144,176 96,604 Operating Leases - Right-of-Use Asset 334,394 363,631 Golf Rounds Surcharge - LPGA 526,858 549,251 Cash Flow Hedge - Interest Rate Swap — 99,021 Infrastructure Reimbursement Receivables 1,598,712 1,591,445 Deferred Deal Costs 20,622 4,787 Prepaid Expenses, Deposits, and Other 2,501,257 3,113,929 Total Other Assets $ 10,284,943 $ 9,703,549 |
COMMON STOCK AND EARNINGS PER_2
COMMON STOCK AND EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
COMMON STOCK AND EARNINGS PER SHARE | |
Schedule of computation of earnings per share | Three Months Ended March 31, March 31, Income Available to Common Shareholders: Net Income (Loss) $ (12,261,859) $ 6,468,099 Weighted Average Shares Outstanding 4,711,396 5,345,870 Common Shares Applicable to Stock Options Using the Treasury Stock Method — — Total Shares Applicable to Diluted Earnings Per Share 4,711,396 5,345,870 Per Share Information: Basic and Diluted Net Income (Loss) from Continuing Operations $ (2.60) $ 1.00 Net Income from Discontinued Operations (Net of Tax) — 0.21 Net Income (Loss) $ (2.60) $ 1.21 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
LONG-TERM DEBT | |
Schedule of outstanding indebtedness, at face value | As of March 31, 2020, the Company’s outstanding indebtedness, at face value, was as follows: Face Maturity Interest Value Debt Date Rate Credit Facility (1) $ 198,845,349 May 2023 30-day LIBOR Mortgage Note Payable (originated with Wells Fargo) (2) 30,000,000 October 2034 4.330% Mortgage Note Payable (originated with Wells Fargo) (3) 23,711,104 April 2021 3.170% 3.875% Convertible Senior Notes due 2025 70,000,000 April 2025 3.875% Total Long-Term Face Value Debt $ 322,556,453 (1) Effective March 31, 2020, utilized interest rate swap to achieve fixed interest rate of 0.7325% plus the applicable spread on $100 million of the outstanding principal balance. (2) Secured by the Company’s interest in six income properties. The mortgage loan carries a fixed rate of 4.33% per annum during the first ten years of the term, and requires payments of interest only during the first ten years of the loan. After the tenth anniversary of the effective date of the loan, the cash flows, as defined in the related loan agreement, generated by the underlying six income properties must be used to pay down the principal balance of the loan until paid off or until the loan matures. The loan is fully pre-payable after the tenth anniversary of the effective date of the loan. (3) Secured by the Company’s income property leased to Wells Fargo Raleigh. The mortgage loan has a 5-year term with two years interest only, and interest and a 25-year amortization for the balance of the term. The mortgage loan bears a variable rate of interest based on the 30-day LIBOR plus a rate of 190 basis points. The interest rate for this mortgage loan has been fixed through the use of an interest rate swap that fixed the rate at 3.17%. The mortgage loan can be prepaid at any time subject to the termination of the interest rate swap. Amortization of the principal balance began in May 2018. |
Schedule of components of long-term debt | March 31, 2020 December 31, 2019 Due Within Due Within Total One Year Total One Year Credit Facility $ 198,845,349 $ — $ 159,845,349 $ — Mortgage Note Payable (originated with Wells Fargo) 30,000,000 — 30,000,000 — Mortgage Note Payable (originated with Wells Fargo) 23,711,104 — 23,884,373 — 4.500% Convertible Senior Notes, net of discount — — 74,706,078 75,000,000 3.875% Convertible Senior Notes, net of discount 62,076,378 — — — Loan Costs, net of accumulated amortization (1,260,129) — (1,217,497) — Total Long-Term Debt $ 313,372,702 $ — $ 287,218,303 $ 75,000,000 |
Schedule of payments applicable to reduction of principal amounts | Year Ending December 31, Amount Remainder of 2020 $ — 2021 23,711,104 2022 — 2023 198,845,349 2024 — 2025 and thereafter 100,000,000 Total Long-Term Debt - Face Value $ 322,556,453 |
Schedule of carrying value of long-term debt | The carrying value of long-term debt as of March 31, 2020 consisted of the following: Total Current Face Amount $ 322,556,453 Unamortized Discount on Convertible Debt (7,923,622) Loan Costs, net of accumulated amortization (1,260,129) Total Long-Term Debt $ 313,372,702 |
Schedule of interest expense on debt | Three Months Ended March 31, 2020 March 31, 2019 ($000's) ($000's) Interest Expense $ 2,799 $ 2,486 Amortization of Loan Costs 150 106 Amortization of Discount on Convertible Notes 504 331 Total Interest Expense $ 3,453 $ 2,923 Total Interest Paid $ 3,140 $ 3,431 |
ACCRUED AND OTHER LIABILITIES (
ACCRUED AND OTHER LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
ACCRUED AND OTHER LIABILITIES | |
Schedule of components of accrued and other liabilities | As of March 31, December 31, Accrued Property Taxes $ 863,080 $ 44,232 Reserve for Tenant Improvements 2,076,828 617,968 Accrued Construction Costs 53,834 93,270 Accrued Interest 971,178 1,312,801 Environmental Reserve and Restoration Cost Accrual 168,062 205,774 Interest Rate Swaps 1,731,323 — Operating Leases - Liability 335,714 364,888 Other 2,374,684 3,048,259 Total Accrued and Other Liabilities $ 8,574,703 $ 5,687,192 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
DEFERRED REVENUE | |
Schedule of components of deferred revenue | As of March 31, December 31, Interest Reserve from Commercial Loan Investments $ 682,566 $ 834,972 Prepaid Rent 2,057,747 2,063,173 Tenant Contributions 2,845,447 2,888,822 Other Deferred Revenue 48,665 43,753 Total Deferred Revenue $ 5,634,425 $ 5,830,720 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
STOCK-BASED COMPENSATION | |
Summary of share activity for all equity classified stock compensation | A summary of share activity for all equity classified stock compensation during the three months ended March 31, 2020, is presented below: Type of Award Shares Outstanding at 1/1/2020 Granted Shares Vested / Exercised Shares Expired Shares Forfeited Shares Shares Outstanding at 3/31/2020 Equity Classified - Performance Share Awards - Peer Group Market Condition Vesting 49,275 19,641 (12,635) — — 56,281 Equity Classified - Market Condition Restricted Shares - Stock Price Vesting 22,000 — — — — 22,000 Equity Classified - Three Year Vest Restricted Shares 37,595 19,451 (18,054) — (200) 38,792 Equity Classified - Non-Qualified Stock Option Awards 80,000 — — — — 80,000 Total Shares 188,870 39,092 (30,689) — (200) 197,073 |
Schedule of amounts recognized for stock options, stock appreciation rights, and restricted stock | Amounts recognized in the financial statements for stock options, stock appreciation rights, and restricted stock are as follows: Three Months Ended March 31, March 31, Total Cost of Share-Based Plans Charged Against Income Before Tax Effect $ 818,649 $ 811,601 Income Tax Expense Recognized in Income $ (203,770) $ (205,700) |
Peer Group Market Condition Vesting | |
STOCK-BASED COMPENSATION | |
Summary of performance share awards activity | A summary of activity during the three months ended March 31, 2020, is presented below: Wtd. Avg. Performance Shares with Market Conditions Shares Fair Value Outstanding at January 1, 2020 49,275 $ 65.59 Granted 19,641 54.69 Vested (12,635) 55.66 Expired — — Forfeited — — Outstanding at March 31, 2020 56,281 $ 64.02 |
Stock Price Vesting | |
STOCK-BASED COMPENSATION | |
Summary of nonvested restricted stock award activity | A summary of the activity for these awards during the three months ended March 31, 2020, is presented below: Wtd. Avg. Market Condition Non-Vested Restricted Shares Shares Fair Value Outstanding at January 1, 2020 22,000 $ 41.71 Granted — — Vested — — Expired — — Forfeited — — Outstanding at March 31, 2020 22,000 $ 41.71 |
Three-Year Vesting | |
STOCK-BASED COMPENSATION | |
Summary of nonvested restricted stock award activity | A summary of activity during the three months ended March 31, 2020, is presented below: Wtd. Avg. Fair Value Three Year Vest Non-Vested Restricted Shares Shares Per Share Outstanding at January 1, 2020 37,595 $ 60.21 Granted 19,451 59.70 Vested (18,054) 59.69 Expired — — Forfeited (200) 58.78 Outstanding at March 31, 2020 38,792 $ 60.20 |
Amended and Restated 2010 Equity Incentive Plan | |
STOCK-BASED COMPENSATION | |
Summary of non-vested stock option awards | A summary of the activity for the awards during the three months ended March 31, 2020, is presented below: Non-Qualified Stock Option Awards Shares Wtd. Avg. Ex. Price Wtd. Avg. Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 1, 2020 80,000 55.63 Granted — — Exercised — — Expired — — Forfeited — — Outstanding at March 31, 2020 80,000 $ 55.63 5.01 $ — Exercisable at January 1, 2020 80,000 $ 55.63 6.50 $ 25,000 Exercisable at March 31, 2020 80,000 $ 55.63 5.01 $ — |
BUSINESS SEGMENT DATA (Tables)
BUSINESS SEGMENT DATA (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
BUSINESS SEGMENT DATA | |
Schedule of operations in different segments | Three Months Ended March 31, March 31, Revenues: Income Properties $ 11,003,031 $ 10,724,418 Management Services 702,601 — Commercial Loan Investments 1,052,049 — Real Estate Operations 80,751 234,901 Total Revenues $ 12,838,432 $ 10,959,319 Operating Income (Loss): Income Properties $ 8,889,936 $ 8,791,930 Management Services 702,601 — Commercial Loan Investments 1,052,049 — Real Estate Operations (1,443,615) 188,734 General and Corporate Expense (9,548,711) (5,847,907) Gains on Disposition of Assets — 6,869,957 Gain on Extinguishment of Debt 636,937 Total Operating Income $ 289,197 $ 10,002,714 Depreciation and Amortization: Income Properties $ 4,547,421 $ 3,339,856 Corporate and Other 5,050 6,431 Total Depreciation and Amortization $ 4,552,471 $ 3,346,287 Capital Expenditures: Income Properties $ 137,991,507 $ 58,005 Commercial Loan Investments 6,754,375 — Discontinued Real Estate Operations — 870,509 Corporate and Other 5,846 2,061 Total Capital Expenditures $ 144,751,728 $ 930,575 As of March 31, December 31, Identifiable Assets: Income Properties $ 586,557,285 $ 464,285,272 Commercial Loan Investments 40,748,068 35,742,218 Real Estate Operations 66,725,192 65,554,619 Discontinued Land Operations 833,372 833,167 Corporate and Other 22,171,814 136,870,927 Total Assets $ 717,035,731 $ 703,286,203 |
ASSETS HELD FOR SALE AND DISC_2
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS | |
Schedule of assets and liabilities held for sale and discontinued operations | As of March 31, 2020 Land JV Assets Single-Tenant Income Properties Total Assets Held for Sale Plant, Property, and Equipment—Net $ — $ 3,800,429 $ 3,800,429 Restricted Cash 833,372 — 833,372 Total Assets Held for Sale $ 833,372 $ 3,800,429 $ 4,633,801 As of March 31, 2020 Land JV Liabilities Total Liabilities Held for Sale Deferred Revenue $ 831,320 $ 831,320 Total Liabilities Held for Sale $ 831,320 $ 831,320 |
Summary of discontinued operations | Three Months Ended March 31, 2019 Golf Operations Revenue $ 1,496,693 Golf Operations Direct Cost of Revenues (1,711,330) Loss from Operations (214,637) Loss from Discontinued Operations Before Income Tax (214,637) Income Tax Benefit 54,399 Loss from Discontinued Operations (Net of Income Tax) $ (160,238) Land Operations Revenue $ 3,300,000 Land Operations Direct Cost of Revenues (1,579,101) Income from Operations 1,720,899 Income from Discontinued Operations Before Income Tax 1,720,899 Income Tax Expense (436,162) Income from Discontinued Operations (Net of Income Tax) $ 1,284,737 Total Income from Discontinued Operations (Net of Income Tax) $ 1,124,499 |
DESCRIPTION OF BUSINESS AND P_3
DESCRIPTION OF BUSINESS AND PRINCIPLES OF INTERIM STATEMENTS - Description of Business (Details) | 3 Months Ended | |||
Mar. 31, 2020USD ($)ft²acountyproperty | Dec. 31, 2019USD ($) | Nov. 26, 2019USD ($) | Mar. 31, 2019USD ($) | |
Description of business | ||||
Number of properties as percentage of annual base rent | 62.00% | |||
Percentage of properties operating on limited basis | 27.00% | |||
Percentage of rent relief | 37.00% | |||
Cash on hand | $ 18,593,046 | $ 6,474,637 | $ 2,682,205 | |
Gross leasable space | ft² | 522,681 | |||
Number of income properties sold | property | 2 | |||
Investment in PINE | $ 25,108,018 | $ 38,814,425 | ||
Mitigation Bank | ||||
Description of business | ||||
Area of land owned | a | 2,500 | |||
Florida | ||||
Description of business | ||||
Subsurface area of portfolio of mineral interests | a | 455,000 | |||
Number of countries | county | 20 | |||
Commercial | ||||
Description of business | ||||
Number of real estate properties | property | 36 | |||
Number of states in which entity operates | county | 12 | |||
Gross leasable space | ft² | 2,300,000 | |||
Single-tenant | ||||
Description of business | ||||
Number of real estate properties | property | 29 | |||
Multi-tenant | ||||
Description of business | ||||
Number of real estate properties | 7 | |||
Undeveloped land | Land JV | ||||
Description of business | ||||
Area of land held for sale | a | 4,900 | |||
Undeveloped Land in Daytona Beach, Florida, Along Interstate 95 | ||||
Description of business | ||||
Area of land (in acres) | a | 5,300 | |||
Alpine | ||||
Description of business | ||||
Investment in PINE | $ 38,800,000 | $ 38,800,000 | ||
Percentage of investment in PINE | 22.50% | 22.50% | ||
Stock split ratio | 1 | |||
Credit Facility | ||||
Description of business | ||||
Amount drawn from facility | $ 20,000,000 | |||
Borrowing capacity | 200,000,000 | |||
Cash on hand | 19,000,000 | |||
Amount outstanding | 198,800,000 | |||
Remaining borrowing capacity | $ 1,200,000 | |||
Term for removal of property from borrowing base | 60 days |
DESCRIPTION OF BUSINESS AND P_4
DESCRIPTION OF BUSINESS AND PRINCIPLES OF INTERIM STATEMENTS - Recently Issued Accounting Standards - General Information (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Accounting Standards Update 2016-02 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2019 |
Commercial loans | Accounting Standards Update 2016-13 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Current expected credit losses reserve | $ 252 |
DESCRIPTION OF BUSINESS AND P_5
DESCRIPTION OF BUSINESS AND PRINCIPLES OF INTERIM STATEMENTS - Recently Issued Accounting Standards - Leases (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Recently Issued Accounting Standards | |||
Lease, Practical Expedients, Package | true | ||
Lease, Practical Expedient, Lessor Single Lease Component | true | ||
Right-of-use assets | $ 334,394 | $ 363,631 | |
Lease liabilities | 335,714 | $ 364,888 | |
Increase (decrease) in assets held for sale | 204 | $ 218,215 | |
Increase in liabilities held for sale | $ 294,689 | ||
Golf Operations | Discontinued Operations, Held-for-sale | |||
Recently Issued Accounting Standards | |||
Increase (decrease) in assets held for sale | 208,000 | ||
Increase in liabilities held for sale | 208,000 | ||
Accounting Standards Update 2016-02 | Restatement | |||
Recently Issued Accounting Standards | |||
Right-of-use assets | 681,000 | ||
Lease liabilities | $ 473,000 |
DESCRIPTION OF BUSINESS AND P_6
DESCRIPTION OF BUSINESS AND PRINCIPLES OF INTERIM STATEMENTS - Restricted Cash and Investment Securities (Details) | 1 Months Ended | ||||||
Feb. 29, 2020USD ($) | Jan. 31, 2020USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2020USD ($)property | Mar. 19, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2019USD ($) | |
Restricted Cash | |||||||
Restricted Cash | $ 2,910,392 | $ 128,430,049 | $ 1,336,361 | ||||
Investment Securities | |||||||
Derivatives interest | 1,731,323 | ||||||
Interest Rate Swap | |||||||
Investment Securities | |||||||
Derivatives interest | $ 100,000,000 | ||||||
First Mortgage | |||||||
Restricted Cash | |||||||
Mortgage loan originated | $ 3,400,000 | $ 3,500,000 | $ 8,000,000 | ||||
Escrow deposit to be reinvested through like-kind exchange structure | |||||||
Restricted Cash | |||||||
Restricted Cash | 84,000 | ||||||
Restricted cash, escrow deposit related to land transactions | |||||||
Restricted Cash | |||||||
Restricted Cash | 78,000 | ||||||
Restricted cash, escrow deposit related to other income properties | |||||||
Restricted Cash | |||||||
Restricted Cash | 900,000 | ||||||
Capital replacement reserve account | |||||||
Restricted Cash | |||||||
Restricted Cash | $ 273,000 | ||||||
Number of real estate properties in financing | property | 6 | ||||||
Restricted cash, escrow for general tenant improvements | |||||||
Restricted Cash | |||||||
Restricted Cash | $ 1,500,000 |
DESCRIPTION OF BUSINESS AND P_7
DESCRIPTION OF BUSINESS AND PRINCIPLES OF INTERIM STATEMENTS - Commercial Loan Investments and Accounts Receivable (Details) | 3 Months Ended | ||
Dec. 31, 2015Transaction | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Accounts Receivable | |||
Income Property Tenant Receivables | $ 1,410,941 | $ 532,636 | |
Number of closed land transactions | Transaction | 2 | ||
Receivable from Golf operations for rounds surcharge | 527,000 | ||
Allowance for doubtful accounts | 49,000 | 14,000 | |
Other Assets | |||
Accounts Receivable | |||
Income Property Tenant Receivables | 1,400,000 | 533,000 | |
Accrued receivables related to property taxes | 878,000 | ||
Accounts receivable related to real estate operations | $ 1,600,000 | $ 1,600,000 |
DESCRIPTION OF BUSINESS AND P_8
DESCRIPTION OF BUSINESS AND PRINCIPLES OF INTERIM STATEMENTS - Income Taxes (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Income Taxes | |
Reserves for uncertain income tax positions | $ 0 |
REVENUE RECOGNITION - Major Goo
REVENUE RECOGNITION - Major Good or Service (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues | ||
Lease revenue | $ 11,003,000 | $ 10,724,000 |
Lease Incentive Amortization | (76,000) | |
Commercial Loan Investments | 1,052,000 | |
Revenue from contract with customer, including assessed tax | 81,000 | 235,000 |
Interest and Other Revenue | 117,000 | |
Total Revenues | 12,838,432 | 10,959,319 |
Lease Revenue - Base Rent | ||
Revenues | ||
Lease revenue | 8,751,000 | 8,902,000 |
Lease Revenue - CAM | ||
Revenues | ||
Lease revenue | 784,000 | 670,000 |
Lease Revenue - Reimbursements | ||
Revenues | ||
Lease revenue | 790,000 | 546,000 |
Lease Revenue - Billboards | ||
Revenues | ||
Lease revenue | 44,000 | 36,000 |
Above / Below Market Lease Accretion | ||
Revenues | ||
Lease revenue | 474,000 | 581,000 |
Contributed Leased Assets Accretion | ||
Revenues | ||
Lease revenue | 43,000 | 62,000 |
Management Fee Income | ||
Revenues | ||
Total Revenues | 702,000 | |
Mitigation Credit Sales | ||
Revenues | ||
Revenue from contract with customer, including assessed tax | 4,000 | |
Subsurface Lease Revenue | ||
Revenues | ||
Revenue from contract with customer, including assessed tax | 199,000 | |
Subsurface Revenue - Other | ||
Revenues | ||
Revenue from contract with customer, including assessed tax | 77,000 | 9,000 |
Fill Dirt and Other Revenue | ||
Revenues | ||
Revenue from contract with customer, including assessed tax | 27,000 | |
Interest and Other Revenue | ||
Revenues | ||
Interest and Other Revenue | 30,000 | |
Income Properties | ||
Revenues | ||
Lease Incentive Amortization | (76,000) | |
Interest and Other Revenue | 117,000 | |
Total Revenues | 11,003,031 | 10,724,418 |
Income Properties | Lease Revenue - Base Rent | ||
Revenues | ||
Lease revenue | 8,751,000 | 8,875,000 |
Income Properties | Lease Revenue - CAM | ||
Revenues | ||
Lease revenue | 784,000 | 670,000 |
Income Properties | Lease Revenue - Reimbursements | ||
Revenues | ||
Lease revenue | 790,000 | 546,000 |
Income Properties | Lease Revenue - Billboards | ||
Revenues | ||
Lease revenue | 44,000 | 36,000 |
Income Properties | Above / Below Market Lease Accretion | ||
Revenues | ||
Lease revenue | 474,000 | 581,000 |
Income Properties | Contributed Leased Assets Accretion | ||
Revenues | ||
Lease revenue | 43,000 | 62,000 |
Income Properties | Interest and Other Revenue | ||
Revenues | ||
Interest and Other Revenue | 30,000 | |
Management Fee Income | ||
Revenues | ||
Total Revenues | 702,601 | |
Management Fee Income | Management Fee Income | ||
Revenues | ||
Total Revenues | 702,000 | |
Interest Income from Commercial Loan Investments | ||
Revenues | ||
Commercial Loan Investments | 1,052,000 | |
Total Revenues | 1,052,049 | |
Real Estate Operations | ||
Revenues | ||
Total Revenues | 80,751 | 234,901 |
Real Estate Operations | Lease Revenue - Base Rent | ||
Revenues | ||
Lease revenue | 27,000 | |
Real Estate Operations | Mitigation Credit Sales | ||
Revenues | ||
Revenue from contract with customer, including assessed tax | 4,000 | |
Real Estate Operations | Subsurface Lease Revenue | ||
Revenues | ||
Revenue from contract with customer, including assessed tax | 199,000 | |
Real Estate Operations | Subsurface Revenue - Other | ||
Revenues | ||
Revenue from contract with customer, including assessed tax | $ 77,000 | $ 9,000 |
REVENUE RECOGNITION - Timing of
REVENUE RECOGNITION - Timing of Revenue Recognition (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues | ||
Revenue from contract with customer, including assessed tax | $ 81,000 | $ 235,000 |
Lease revenue | 11,003,000 | 10,724,000 |
Over Lease Term | 10,886,000 | 10,920,000 |
Commercial Loan Investment Related Revenue | 1,052,000 | |
Total Revenues | 12,838,432 | 10,959,319 |
Asset/Good Transferred at a Point in Time | ||
Revenues | ||
Revenue from contract with customer, including assessed tax | 81,000 | 9,000 |
Services Transferred Over Time | ||
Revenues | ||
Revenue from contract with customer, including assessed tax | 819,000 | 30,000 |
Income Properties | ||
Revenues | ||
Over Lease Term | 10,886,000 | 10,694,000 |
Total Revenues | 11,003,031 | 10,724,418 |
Income Properties | Services Transferred Over Time | ||
Revenues | ||
Revenue from contract with customer, including assessed tax | 117,000 | 30,000 |
Management Fee Income | ||
Revenues | ||
Total Revenues | 702,601 | |
Management Fee Income | Services Transferred Over Time | ||
Revenues | ||
Revenue from contract with customer, including assessed tax | 702,000 | |
Interest Income from Commercial Loan Investments | ||
Revenues | ||
Commercial Loan Investment Related Revenue | 1,052,000 | |
Total Revenues | 1,052,049 | |
Real Estate Operations | ||
Revenues | ||
Over Lease Term | 226,000 | |
Total Revenues | 80,751 | 234,901 |
Real Estate Operations | Asset/Good Transferred at a Point in Time | ||
Revenues | ||
Revenue from contract with customer, including assessed tax | $ 81,000 | $ 9,000 |
INCOME PROPERTIES AND LEASES -
INCOME PROPERTIES AND LEASES - General Information (Details) | Nov. 26, 2019shares | Mar. 31, 2020USD ($)ft²property | Mar. 31, 2019USD ($)property | Feb. 21, 2019USD ($)a | Dec. 31, 2018property |
Acquisitions of Income Properties | |||||
Payments to Acquire Commercial Real Estate | $ 137,235,000 | ||||
Stock Issuance | $ 241,141 | $ 272,131 | |||
Area of real estate property | ft² | 522,681 | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate | $ 39,658,204 | ||||
Aggregate outstanding principal balance | $ 41,445,000 | ||||
Number of income properties sold | property | 2 | ||||
2020 dispositions | |||||
Acquisitions of Income Properties | |||||
Number of income properties sold | property | 0 | ||||
2020 dispositions | Multi-tenant | |||||
Acquisitions of Income Properties | |||||
Number of real estate properties | property | 2 | ||||
2019 dispositions | |||||
Acquisitions of Income Properties | |||||
Number of income properties sold | property | 0 | ||||
Carpenter Hotel-400 Josephine Street, Austin, TX | |||||
Acquisitions of Income Properties | |||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate | $ 16,539,509 | ||||
Aggregate outstanding principal balance | 16,250,000 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | 2019 dispositions | Multi-tenant | |||||
Acquisitions of Income Properties | |||||
Number of properties sold | property | 1 | ||||
2020 acquisitions of income property subject to lease | |||||
Acquisitions of Income Properties | |||||
Payments to Acquire Commercial Real Estate | 137,200,000 | ||||
Aggregate acquisition cost including capitalized acquisition costs | $ 137,700,000 | ||||
2020 acquisitions of income property subject to lease | Multi-tenant | |||||
Acquisitions of Income Properties | |||||
Number of real estate properties | property | 2 | ||||
2020 acquisitions of income property subject to lease | Nonrecurring basis | |||||
Acquisitions of Income Properties | |||||
Land | $ 46,700,000 | ||||
Buildings and improvements | 74,000,000 | ||||
Intangible assets pertaining to the in-place lease value, leasing fees and above market lease value | 18,800,000 | ||||
Intangible liabilities for below market lease value | $ 1,800,000 | ||||
Alpine | |||||
Acquisitions of Income Properties | |||||
Units issued | shares | 2,040,000 | ||||
Percentage of investment in PINE | 22.50% | 22.50% | |||
Alpine | OP Units | |||||
Acquisitions of Income Properties | |||||
Units issued | shares | 1,223,854 | ||||
2018 acquisitions of income property subject to a lease | Multi-tenant | |||||
Acquisitions of Income Properties | |||||
Number of real estate properties | property | 2 | ||||
Whole Foods | Sarasota, FL | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||
Acquisitions of Income Properties | |||||
Sales price | $ 24,620,000 | ||||
Gain on sale of properties (in dollars per share) | $ 0.96 | ||||
Area of real estate property | a | 59,000 | ||||
Gain on Sale | $ 6,900,000 | ||||
Whole Foods | Jacksonville, FL | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Single-tenant | |||||
Acquisitions of Income Properties | |||||
Area of real estate property leased | property | 8 |
INCOME PROPERTIES AND LEASES _2
INCOME PROPERTIES AND LEASES - Leasing Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leasing Revenue | ||
Lease Payments | $ 9,268 | $ 9,442 |
Variable Lease Payments | 1,735 | 1,282 |
Total Leasing Revenue | $ 11,003 | $ 10,724 |
INCOME PROPERTIES AND LEASES _3
INCOME PROPERTIES AND LEASES - Minimum future base rental revenue on non-cancelable leases (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Minimum future base rental revenue on non-cancelable leases | |
Remainder of 2020 | $ 28,759 |
2021 | 36,910 |
2022 | 34,309 |
2023 | 32,161 |
2024 | 30,878 |
2025 and thereafter (cumulative) | 178,165 |
Total | $ 341,182 |
INCOME PROPERTIES AND LEASES _4
INCOME PROPERTIES AND LEASES - Properties Acquired (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)ft² | |
Acquisitions of Income Properties | |
Square-Feet | ft² | 522,681 |
Purchase price | $ 137,235 |
Remaining Lease Term | 4 years 2 months 12 days |
2020 acquisitions of income property subject to lease | |
Acquisitions of Income Properties | |
Purchase price | $ 137,200 |
Winston-Salem, NC | 2020 acquisitions of income property subject to lease | |
Acquisitions of Income Properties | |
Square-Feet | ft² | 254,109 |
Purchase price | $ 61,800 |
Percentage Leased | 99.00% |
Remaining Lease Term | 5 years |
Falls Church, VA | 2020 acquisitions of income property subject to lease | |
Acquisitions of Income Properties | |
Square-Feet | ft² | 268,572 |
Purchase price | $ 75,435 |
Percentage Leased | 80.00% |
Remaining Lease Term | 3 years 7 months 6 days |
COMMERCIAL LOAN INVESTMENTS - G
COMMERCIAL LOAN INVESTMENTS - General Information (Details) | Feb. 28, 2020USD ($)a | Jan. 13, 2020USD ($) | Mar. 31, 2020USD ($)$ / shares | Mar. 31, 2019loan | Jan. 01, 2020USD ($) |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Current expected credit losses reserve | $ 1,904,500 | $ 252,000 | |||
Face Amount of Mortgages | 41,445,000 | ||||
Origination fee received | $ 70,000 | ||||
First Mortgage Honolulu, Hawaii Property | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Face Amount of Mortgages | $ 3,500,000 | ||||
Term | 1 year | ||||
Interest rate (as a percent) | 11.00% | ||||
Origination fee (as a percent) | 2.00% | ||||
First Mortgage, Property Land JV | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Face Amount of Mortgages | $ 3,400,000 | ||||
Area of land (in acres) | a | 12 | ||||
Term | 1 year | ||||
Interest rate (as a percent) | 9.50% | ||||
Origination fee (as a percent) | 1.50% | ||||
Origination fee received | $ 51,000 | ||||
Commercial loans | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Aggregate impairment charges after tax | $ 1,900,000 | ||||
Aggregate impairment charges per share, after tax | $ / shares | $ 0.30 | ||||
Number of mortgage loan investments | loan | 0 |
COMMERCIAL LOAN INVESTMENTS - S
COMMERCIAL LOAN INVESTMENTS - Summary of Commercial Loan Investments (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Mortgage Loans On Real Estate [Line Items] | |
Original Face Amount | $ 41,445,000 |
Current Face Amount | 41,445,000 |
Carrying Value | 39,658,204 |
Impairment / CECL Reserve | (1,904,500) |
First Mortgage, 72-Acre Land Parcel, Orlando, FL | |
Mortgage Loans On Real Estate [Line Items] | |
Original Face Amount | 8,000,000 |
Current Face Amount | 8,000,000 |
Carrying Value | $ 7,967,650 |
Interest rate (as a percent) | 12.00% |
Mortgage Note, 400 Josephine Street, Austin, TX | |
Mortgage Loans On Real Estate [Line Items] | |
Original Face Amount | $ 8,250,000 |
Current Face Amount | 8,250,000 |
Carrying Value | $ 8,228,421 |
Interest rate (as a percent) | 11.50% |
LPGA Buyer Loan - Daytona Beach, FL | |
Mortgage Loans On Real Estate [Line Items] | |
Original Face Amount | $ 2,070,000 |
Current Face Amount | 2,070,000 |
Carrying Value | $ 2,053,118 |
Interest rate (as a percent) | 7.50% |
First Mortgage, Redevelopment Property Honolulu, Hawaii | |
Mortgage Loans On Real Estate [Line Items] | |
Original Face Amount | $ 3,500,000 |
Current Face Amount | 3,500,000 |
Carrying Value | $ 3,445,067 |
Interest rate (as a percent) | 11.00% |
First Mortgage – 12-Acre Land Parcel, Daytona Beach, FL [Member] | |
Mortgage Loans On Real Estate [Line Items] | |
Original Face Amount | $ 3,375,000 |
Current Face Amount | 3,375,000 |
Carrying Value | $ 3,328,939 |
Interest rate (as a percent) | 9.50% |
Carpenter Hotel-400 Josephine Street, Austin, TX | |
Mortgage Loans On Real Estate [Line Items] | |
Original Face Amount | $ 16,250,000 |
Current Face Amount | 16,250,000 |
Carrying Value | $ 16,539,509 |
COMMERCIAL LOAN INVESTMENTS - C
COMMERCIAL LOAN INVESTMENTS - Carrying Value (Details) - USD ($) | Mar. 31, 2020 | Jan. 01, 2020 |
COMMERCIAL LOAN INVESTMENTS | ||
Current Face Amount | $ 41,445,000 | |
Imputed Interest over Rent Payments Received on Ground Lease Loan | 289,509 | |
Unaccreted Origination Fees | (171,805) | |
Impairment / CECL Reserve | (1,904,500) | $ (252,000) |
Total Commercial Loan Investments | $ 39,658,204 |
RELATED PARTY MANAGEMENT SERV_3
RELATED PARTY MANAGEMENT SERVICES BUSINESS - General Information (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Land JV | |
Real Estate [Line Items] | |
Management fee revenue earned | $ 53,000 |
Management fee revenue earned per month | $ 20,000 |
Management Agreement PINE | |
Real Estate [Line Items] | |
Management fee (as a percent) | 1.50% |
Management fee revenue earned | $ 649,000 |
Proceeds from Dividends Received | $ 408,000 |
RELATED PARTY MANAGEMENT SERV_4
RELATED PARTY MANAGEMENT SERVICES BUSINESS - Summary of Amounts Due (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Management Agreement PINE | ||
Real Estate [Line Items] | ||
Management Services Fee due from PINE | $ 649,000 | $ 254,000 |
Dividend receivable | 395,000 | 71,000 |
Other | (13,000) | 56,000 |
Total | 1,031,000 | $ 381,000 |
Member Units | ||
Real Estate [Line Items] | ||
Dividend receivable | 316,000 | |
Common Stock | ||
Real Estate [Line Items] | ||
Dividend receivable | $ 79,000 |
REAL ESTATE OPERATIONS - Real E
REAL ESTATE OPERATIONS - Real Estate Operations Revenues (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues | ||
Revenue from contract with customer, including assessed tax | $ 81,000 | $ 235,000 |
Subsurface Revenue | 77,000 | 208,000 |
Total Revenues | 12,838,432 | 10,959,319 |
Real Estate Operations | ||
Revenues | ||
Total Revenues | 80,751 | 234,901 |
Impact Fee and Mitigation Credit Sales | ||
Revenues | ||
Revenue from contract with customer, including assessed tax | $ 4,000 | |
Fill Dirt and Other Revenue | ||
Revenues | ||
Revenue from contract with customer, including assessed tax | $ 27,000 |
REAL ESTATE OPERATIONS - Beachf
REAL ESTATE OPERATIONS - Beachfront Venture and Daytona Beach (Details) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020USD ($)a | Dec. 31, 2018USD ($)a | |
Land Parcel with Structures Beach Property | ||
Land and subsurface interests | ||
Area of land (in acres) | a | 5 | |
Acquisition of property | $ 2 | |
Contiguous Parcels Beach Property | ||
Land and subsurface interests | ||
Area of land (in acres) | a | 1 | |
Acquisition of property | $ 2.1 | |
Daytona Beach Development | ||
Land and subsurface interests | ||
Raze and entitlement cost | $ 1.2 |
REAL ESTATE OPERATIONS - Other
REAL ESTATE OPERATIONS - Other Real Estate Assets (Details) | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2020USD ($)item | Dec. 31, 2019USD ($)item | Mar. 31, 2020USD ($)item | Mar. 31, 2019USD ($) | |
Land and development costs and subsurface interests | ||||
Revenue from contract with customer, including assessed tax | $ 81,000 | $ 235,000 | ||
Mitigation credits | $ 2,559,434 | $ 2,322,596 | 2,559,434 | |
Aggregate cost of sales | 4,000 | $ 0 | ||
Mitigation credits, Put Right, fair value | $ 1,500,000 | $ 1,900,000 | 1,500,000 | |
Number of mitigation credits | item | 20 | 25 | ||
Mitigation credits value per credit. | $ 75,000 | $ 75,000 | 75,000 | |
Cost of revenues | ||||
Land and development costs and subsurface interests | ||||
Aggregate cost of sales | $ 1,500,000 | |||
Mitigation Bank | ||||
Land and development costs and subsurface interests | ||||
Number of mitigation credits acquired | item | 20 | |||
Mitigation Credits Purchased | $ 1,500,000 | |||
Number of mitigation credits with cost basis | item | 16 | |||
Amount of Mitigation Credits With Cost Basis | $ 1,200,000 | |||
Mitigation credits value per credit. | $ 75,000 | $ 75,000 | ||
Mitigation Bank JV | ||||
Land and development costs and subsurface interests | ||||
Number of mitigation credits acquired | item | 2 | |||
Mitigation Credits Purchased | $ 224,000 | |||
Impact Fee and Mitigation Credit Sales | ||||
Land and development costs and subsurface interests | ||||
Revenue from contract with customer, including assessed tax | $ 4,000 |
REAL ESTATE OPERATIONS - Subsur
REAL ESTATE OPERATIONS - Subsurface Interests (Details) | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2020USD ($)acounty | Mar. 31, 2019USD ($)a | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 27, 2017 | Dec. 31, 2011 | |
Subsurface interests | ||||||
Revenue from contract with customer, including assessed tax | $ 81,000 | $ 235,000 | ||||
Lease payments on the respective acreages and drilling penalties received | ||||||
Over Lease Term | 11,003,000 | 10,724,000 | ||||
Subsurface Interests | ||||||
Subsurface interests | ||||||
Revenue from contract with customer, including assessed tax | $ 0 | $ 0 | ||||
Lease payments on the respective acreages and drilling penalties received | ||||||
Over Lease Term | $ 0 | $ 199,000 | ||||
Number of acres with operating oil wells | a | 800 | 800 | ||||
Oil exploration | ||||||
Subsurface interests | ||||||
Period of extended lease term | 5 years | |||||
Lease payments on the respective acreages and drilling penalties received | ||||||
Lease Payment | $ 10,633,805 | |||||
Drilling Penalty | $ 2,125,000 | |||||
Oil exploration | Lease Year 1 - 9/23/2011 - 9/22/2012 | ||||||
Lease payments on the respective acreages and drilling penalties received | ||||||
Acreage | a | 136,000 | |||||
Lease Payment | $ 913,657 | |||||
Oil exploration | Lease Year 2 - 9/23/2012 - 9/22/2013 | ||||||
Lease payments on the respective acreages and drilling penalties received | ||||||
Acreage | a | 136,000 | |||||
Lease Payment | $ 922,114 | |||||
Oil exploration | Lease Year 3 - 9/23/2013 - 9/22/2014 | ||||||
Lease payments on the respective acreages and drilling penalties received | ||||||
Acreage | a | 82,000 | |||||
Lease Payment | $ 3,293,000 | |||||
Drilling Penalty | $ 1,000,000 | |||||
Oil exploration | Lease Year 4 - 9/23/2014 - 9/22/2015 | ||||||
Lease payments on the respective acreages and drilling penalties received | ||||||
Acreage | a | 42,000 | |||||
Lease Payment | $ 1,866,146 | |||||
Drilling Penalty | $ 600,000 | |||||
Oil exploration | Lease Year 5 - 9/23/2015 - 9/22/2016 | ||||||
Lease payments on the respective acreages and drilling penalties received | ||||||
Acreage | a | 25,000 | |||||
Lease Payment | $ 1,218,838 | |||||
Drilling Penalty | $ 175,000 | |||||
Oil exploration | Lease Year 6 - 9/23/2016 - 9/22/2017 | ||||||
Lease payments on the respective acreages and drilling penalties received | ||||||
Acreage | a | 15,000 | |||||
Lease Payment | $ 806,683 | |||||
Drilling Penalty | $ 150,000 | |||||
Oil exploration | Lease Year 7 - 9/23/2017 - 9/22/2018 | ||||||
Lease payments on the respective acreages and drilling penalties received | ||||||
Acreage | a | 15,000 | |||||
Lease Payment | $ 806,683 | |||||
Drilling Penalty | $ 50,000 | |||||
Oil exploration | Lease Year 8 - 9/23/2018 - 9/22/2019 | ||||||
Lease payments on the respective acreages and drilling penalties received | ||||||
Acreage | a | 15,000 | |||||
Lease Payment | $ 806,684 | |||||
Drilling Penalty | $ 150,000 | |||||
Oil exploration | Minimum | ||||||
Subsurface interests | ||||||
Lease term | 1 year | |||||
Oil exploration | Maximum | ||||||
Subsurface interests | ||||||
Lease term | 8 years | 13 years | 8 years | |||
Surface land over subsurface interests | ||||||
Subsurface interests | ||||||
Area of land (in acres) | a | 455,000 | |||||
Number of counties in which Subsurface Interests are owned | county | 20 | |||||
Lease payments on the respective acreages and drilling penalties received | ||||||
Revenue recognized for cash payments for the release of surface entry rights | $ 65,000 | $ 0 | ||||
Real Estate Operations | Subsurface Interests | ||||||
Subsurface interests | ||||||
Revenue from contract with customer, including assessed tax | $ 10,000 | $ 8,000 |
REAL ESTATE OPERATIONS - Real_2
REAL ESTATE OPERATIONS - Real Estate Operations (Details) - Land JV | 3 Months Ended | |
Mar. 31, 2020USD ($)aitem | Mar. 31, 2019USD ($)a | |
Disaggregation of Revenue [Line Items] | ||
No. of Acres | a | 4,900 | 9.9 |
Area of land sales as a percentage of land holdings | 33.50% | |
Gross Sales Price | $ 22,000,000 | $ 3,300,000 |
Number of purchase and sale agreements | item | 12 | |
Proceeds from sale of land | $ 87,900,000 | |
Area of land remaining under contract | a | 4,100 | |
Percentage of remaining land under contract | 84.00% | |
Management fee revenue earned per month | $ 20,000 |
INVESTMENTS IN JOINT VENTURES_2
INVESTMENTS IN JOINT VENTURES (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Mitigation Bank | |||
Summarized financial information of the Company’s JV Investment | |||
Assets, cash and cash equivalents | $ 2,004 | $ 4,015 | |
Assets, prepaid expenses | 9 | 19 | |
Assets, investment in mitigation credit assets | 1,457 | 1,521 | |
Assets, property, plant, and equipment | 15 | 17 | |
Total Assets | 3,485 | 5,572 | |
Liabilities, accounts payable, deferred mitigation credit sale revenue | 24 | 39 | |
Equity | 3,461 | 5,533 | |
Total Liabilities & Equity | 3,485 | $ 5,572 | |
Land JV | |||
Summarized financial information of the Company’s JV Investment | |||
Assets, cash and cash equivalents | $ 15,066 | ||
Assets, prepaid expenses | 61 | ||
Assets, investment in land assets | 15,384 | 17,058 | |
Total Assets | 15,384 | 32,185 | |
Liabilities, accounts payable, deferred revenue | 211 | 987 | |
Equity | 15,173 | 31,198 | |
Total Liabilities & Equity | $ 15,384 | $ 32,185 |
INVESTMENTS IN JOINT VENTURES -
INVESTMENTS IN JOINT VENTURES - Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Land JV | ||
Schedule of Equity Method Investments [Line Items] | ||
Revenues | $ 7,146 | |
Direct Cost of Revenues | 3,106 | |
Operating Income | 4,040 | |
Other Operating Expenses | 137 | |
Net Income | 3,903 | |
Mitigation Bank | ||
Schedule of Equity Method Investments [Line Items] | ||
Revenues | 1,866 | $ 47 |
Direct Cost of Revenues | 80 | 4 |
Operating Income | 1,786 | 43 |
Other Operating Expenses | 75 | 70 |
Net Income | $ 1,711 | $ (27) |
INVESTMENTS IN JOINT VENTURES_3
INVESTMENTS IN JOINT VENTURES - Adjustments (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||||
Net Income (Loss) | $ (12,261,859) | $ 6,468,099 | ||
Investment in Joint Ventures | 55,741,248 | $ 55,736,668 | ||
Mitigation Bank | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Net Income (Loss) | 0 | $ 0 | ||
Investment in Joint Ventures | $ 6,900,000 | $ 6,900,000 | ||
Sale of interest in joint venture | 70.00% | |||
Interest in the joint venture (as a percent) | 30.00% | 30.00% | ||
Land JV | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Net Income (Loss) | $ 0 | |||
Investment in Joint Ventures | 48,900,000 | |||
Sales price | $ 97,000,000 | |||
Sale of interest in joint venture | 66.50% | |||
Interest in the joint venture (as a percent) | 33.50% |
INVESTMENTS IN JOINT VENTURES_4
INVESTMENTS IN JOINT VENTURES - General information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020USD ($)instrumentitem | Dec. 31, 2019USD ($)item | Mar. 31, 2020USD ($)instrument | Dec. 31, 2018USD ($) | Aug. 06, 2018item | Jun. 08, 2018item | |
Schedule of Equity Method Investments [Line Items] | ||||||
Number of state credits awarded | item | 88.84 | |||||
Investment in Joint Ventures | $ 55,741,248 | $ 55,736,668 | $ 55,741,248 | |||
Mitigation credits, Put Right, fair value | $ 1,500,000 | $ 1,900,000 | 1,500,000 | |||
Number of mitigation credits | item | 20 | 25 | ||||
Mitigation credits value per credit. | $ 75,000 | $ 75,000 | $ 75,000 | |||
Maximum | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Number of state credits awarded | item | 355 | |||||
Land Sales | Mitigation Bank West of Interstate Ninety Five | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Land sales, ownership interest sold (as a percent) | 70.00% | |||||
Land sales, non-controlling interest (as a percent) | 30.00% | 30.00% | ||||
Gain on Sale | $ 18,400,000 | |||||
Gross Sales Price | 15,300,000 | |||||
Black Rock | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Sale of interest in joint venture | 70.00% | |||||
Consolidated Tomoka Land Co | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Investment in Joint Ventures | $ 6,800,000 | |||||
Interest in the joint venture (as a percent) | 30.00% | |||||
Mitigation Bank | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Sale of interest in joint venture | 70.00% | |||||
Gross Sales Price | $ 15,300,000 | |||||
Investment in Joint Ventures | $ 6,900,000 | $ 6,900,000 | $ 6,900,000 | |||
Interest in the joint venture (as a percent) | 30.00% | 30.00% | ||||
Mitigation credits, Operating Agreement, credit sales, Minimum Sales Requirement, minimum revenue, net of commissions | $ 6,000,000 | $ 6,000,000 | ||||
Mitigation credits, Operating Agreement, credit sales, Minimum Sales Requirement, maximum credits, number | instrument | 60 | 60 | ||||
Mitigation credits, Operating Agreement, credit sales, Minimum Sales Guarantee, fair value | $ 100,000 | $ 100,000 | ||||
Mitigation credits, Put Right, maximum credits the Company must purchase, per quarter, number | instrument | instrument | 8.536 | 8.536 | ||||
Mitigation credits, Put Right, maximum credits the Company must purchase, per quarter, price to fair value (as a percent) | 60.00% | 60.00% | ||||
Mitigation credits, Put Right, third-party credit sales, reduction in Put Rights outstanding if sales price equals or exceeds price stipulated by Put Right, ratio | 1 | 1 | ||||
Mitigation credits, Put Right, maximum potential future payments | $ 27,000,000 | $ 27,000,000 | ||||
Mitigation credits, Put Right, fair value | $ 200,000 | $ 200,000 |
INVESTMENT SECURITIES - General
INVESTMENT SECURITIES - General Information (Details) - USD ($) | Nov. 26, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Marketable Securities [Line Items] | ||||
Purchase price of shares | $ 241,141 | $ 272,131 | ||
Investment in PINE | $ 25,108,018 | $ 38,814,425 | ||
Alpine | ||||
Marketable Securities [Line Items] | ||||
Share purchased | 2,040,000 | |||
Units issued | 2,040,000 | |||
Percentage of investment in PINE | 22.50% | 22.50% | ||
Investment in PINE | $ 38,800,000 | $ 38,800,000 | ||
Alpine | OP Units | ||||
Marketable Securities [Line Items] | ||||
Share purchased | 1,223,854 | |||
Units issued | 1,223,854 | |||
Private placement | Alpine | ||||
Marketable Securities [Line Items] | ||||
Share purchased | 394,737 | |||
Purchase price of shares | $ 7,500,000 | |||
Units issued | 394,737 | |||
IPO Purchase | Alpine | ||||
Marketable Securities [Line Items] | ||||
Share purchased | 421,053 | |||
Purchase price of shares | $ 8,000,000 | |||
Units issued | 421,053 |
INVESTMENT SECURITIES - Shares
INVESTMENT SECURITIES - Shares (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Marketable Securities [Line Items] | ||
Cost | $ 38,753,230 | $ 38,753,230 |
Unrealized Gain on Investment Securities | 61,195 | |
Unrealized Losses in Investment Income | (13,706,407) | |
Estimated Fair Value (Level 1 and 2 Inputs) | 25,108,018 | 38,814,425 |
Cost | 38,753,230 | 38,753,230 |
Unrealized Gains in Investment Income | 61,195 | |
Unrealized Losses in Investment Income | (13,706,408) | |
Estimated Fair Value (Level 1 and 2 Inputs) | 25,108,018 | 38,814,425 |
OP Units | ||
Marketable Securities [Line Items] | ||
Cost | 23,253,230 | 23,253,230 |
Unrealized Gain on Investment Securities | 36,711 | |
Unrealized Losses in Investment Income | (8,224,299) | |
Estimated Fair Value (Level 1 and 2 Inputs) | 15,065,643 | 23,289,941 |
Common Stock | ||
Marketable Securities [Line Items] | ||
Cost | 15,500,000 | 15,500,000 |
Unrealized Gain on Investment Securities | 24,484 | |
Unrealized Losses in Investment Income | (5,482,109) | |
Estimated Fair Value (Level 1 and 2 Inputs) | $ 10,042,375 | $ 15,524,484 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Carrying Value and Estimated Fair Value (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Carrying Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Carrying value and estimated fair value of financial instruments | ||
Cash and Cash Equivalents | $ 18,593,046 | $ 6,474,637 |
Restricted Cash | 2,910,392 | 128,430,049 |
Carrying Value | Significant Other Observable Inputs (Level 2) | ||
Carrying value and estimated fair value of financial instruments | ||
Commercial Loan Investments | 39,658,204 | 34,625,173 |
Long-Term Debt | 313,372,702 | 287,218,303 |
Estimated Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Carrying value and estimated fair value of financial instruments | ||
Cash and Cash Equivalents | 18,593,046 | 6,474,637 |
Restricted Cash | 2,910,392 | 128,430,049 |
Estimated Fair Value | Significant Other Observable Inputs (Level 2) | ||
Carrying value and estimated fair value of financial instruments | ||
Commercial Loan Investments | 39,658,204 | 35,001,997 |
Long-Term Debt | $ 318,513,813 | $ 288,830,346 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Measured on a Recurring Basis (Details) - USD ($) | Mar. 31, 2020 | Mar. 19, 2020 | Dec. 31, 2019 |
Fair value of assets | |||
Cash Flow Hedge - Interest Rate Swap | $ 99,021 | ||
Fair value of liabilities | |||
Derivatives interest | $ 1,731,323 | ||
Interest Rate Swap | |||
Fair value of liabilities | |||
Derivatives interest | $ 100,000,000 | ||
Recurring basis | |||
Fair value of assets | |||
Investment Securities | 25,108,018 | ||
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair value of assets | |||
Investment Securities | 25,108,018 | ||
Recurring basis | Interest Rate Swap | |||
Fair value of assets | |||
Cash Flow Hedge - Interest Rate Swap | 99,021 | ||
Investment Securities | 38,814,425 | ||
Recurring basis | Interest Rate Swap | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair value of assets | |||
Investment Securities | 38,814,425 | ||
Recurring basis | Interest Rate Swap | Significant Other Observable Inputs (Level 2) | |||
Fair value of assets | |||
Cash Flow Hedge - Interest Rate Swap | $ 99,021 | ||
Recurring basis | Wells Fargo | Interest Rate Swap | |||
Fair value of assets | |||
Cash Flow Hedge - Interest Rate Swap | (224,323) | ||
Recurring basis | Wells Fargo | Interest Rate Swap | Significant Other Observable Inputs (Level 2) | |||
Fair value of assets | |||
Cash Flow Hedge - Interest Rate Swap | (224,323) | ||
Recurring basis | BMO | Interest Rate Swap | |||
Fair value of assets | |||
Cash Flow Hedge - Interest Rate Swap | (1,507,001) | ||
Recurring basis | BMO | Interest Rate Swap | Significant Other Observable Inputs (Level 2) | |||
Fair value of assets | |||
Cash Flow Hedge - Interest Rate Swap | $ (1,507,001) |
INTANGIBLE ASSETS AND LIABILI_2
INTANGIBLE ASSETS AND LIABILITIES - Components (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | $ 83,129,550 | $ 64,349,360 |
Accumulated Amortization | (17,491,516) | (15,327,182) |
Total | 65,638,034 | 49,022,178 |
Intangible Lease Liabilities | ||
Value of Below Market In-Place Leases | (38,274,456) | (36,507,336) |
Sub-total Intangible Lease Liabilities—Net | (38,274,456) | (36,507,336) |
Accumulated Amortization | 11,066,862 | 10,309,088 |
Total | (27,207,594) | (26,198,248) |
Total Intangible Assets and Liabilities—Net | 38,430,440 | 22,823,930 |
Value of In-Place Leases | ||
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | 55,385,645 | 42,584,264 |
Value of Above Market In-Place Leases | ||
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | 11,008,163 | 7,119,316 |
Value of Intangible Leasing Costs | ||
Intangible Assets And Liabilities [Line Items] | ||
Sub-total Intangible Lease Assets | $ 16,735,742 | $ 14,645,780 |
INTANGIBLE ASSETS AND LIABILI_3
INTANGIBLE ASSETS AND LIABILITIES - Activity (Details) | 3 Months Ended | ||
Mar. 31, 2020USD ($)property | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Intangible Assets And Liabilities | |||
Net amortization related to intangible lease assets and liabilities | $ 1,407,000 | $ 546,000 | |
Net increase in intangible assets and liabilities | 15,600,000 | ||
Below market lease value | $ 27,207,594 | $ 26,198,248 | |
2018 acquisitions of income property subject to a lease | Multi-tenant | |||
Intangible Assets And Liabilities | |||
Number of real estate properties | property | 2 | ||
Wells Fargo property | Raleigh, NC | |||
Intangible Assets And Liabilities | |||
Below market lease value | $ 21,600,000 | $ 22,200,000 | |
Value of In-Place Leases | |||
Intangible Assets And Liabilities | |||
Increase from acquisitions | 12,800,000 | ||
Value of Above Market In-Place Leases | |||
Intangible Assets And Liabilities | |||
Increase from acquisitions | 3,900,000 | ||
Value of Intangible Leasing Costs | |||
Intangible Assets And Liabilities | |||
Increase from acquisitions | 2,100,000 | ||
Value of Below Market In-Place Leases | |||
Intangible Assets And Liabilities | |||
Increase in below-market in-place leases from acquisitions | $ 1,800,000 |
INTANGIBLE ASSETS AND LIABILI_4
INTANGIBLE ASSETS AND LIABILITIES - Amortization (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
INTANGIBLE ASSETS AND LIABILITIES | ||
Depreciation and Amortization Expense | $ 1,881,000 | $ 1,127,000 |
Increase to Income Properties Revenue | (474,023) | (580,655) |
Net Amortization of Intangible Assets and Liabilities | $ 1,407,000 | $ 546,000 |
INTANGIBLE ASSETS AND LIABILI_5
INTANGIBLE ASSETS AND LIABILITIES - Summary of Estimated Amortization and Accretion (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Future Amortization Amount | ||
Total | $ 65,638,034 | $ 49,022,178 |
Future Accretion to Income Property Revenue | ||
Total | (27,207,594) | $ (26,198,248) |
Net Future Amortization of Intangible Assets and Liabilities | ||
2020 | 5,085,881 | |
2021 | 5,314,868 | |
2022 | 4,773,109 | |
2023 | 4,737,425 | |
2024 | 4,910,854 | |
2025 and thereafter | 13,608,303 | |
Total | 38,430,440 | |
Future Amortization | ||
Future Amortization Amount | ||
2020 | 6,412,707 | |
2021 | 7,155,562 | |
2022 | 6,748,245 | |
2023 | 6,623,218 | |
2024 | 6,579,755 | |
2025 and thereafter | 22,615,244 | |
Total | 56,134,731 | |
Future Accretion to Income Property Revenue | ||
Future Accretion to Income Property Revenue | ||
2020 | (1,326,826) | |
2021 | (1,840,694) | |
2022 | (1,975,136) | |
2023 | (1,885,793) | |
2024 | (1,668,901) | |
2025 and thereafter | (9,006,941) | |
Total | $ (17,704,291) |
IMPAIRMENT OF LONG-LIVED ASSE_2
IMPAIRMENT OF LONG-LIVED ASSETS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | |
Impairment of Long-Lived Assets | ||||
Impairment Charges | $ 1,904,500 | |||
Gain on Disposition of Assets | $ 6,869,957 | |||
Impairment charge | $ 1,904,500 | |||
Undeveloped Land in Daytona Beach, Florida, Along Interstate 95 | ||||
Impairment of Long-Lived Assets | ||||
Impairment Charges | $ 0 | $ 0 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) | Mar. 31, 2020USD ($)instrument | Dec. 31, 2019USD ($) |
Other Assets | ||
Income Property Tenant Receivables | $ 1,410,941 | $ 532,636 |
Income Property Straight-line Rent Adjustment | 3,747,983 | 3,352,245 |
Interest Receivable from Commercial Loan Investment | 144,176 | 96,604 |
Operating Leases - Right-of-Use Asset | 334,394 | 363,631 |
Golf Rounds Surcharge - LPGA | 526,858 | 549,251 |
Cash Flow Hedge - Interest Rate Swap | 99,021 | |
Infrastructure Reimbursement Receivables | 1,598,712 | 1,591,445 |
Deferred Deal Costs | 20,622 | 4,787 |
Prepaid Expenses, Deposits, and Other | 2,501,257 | 3,113,929 |
Total Other Assets | 10,284,943 | $ 9,703,549 |
Tanger | ||
Other Assets | ||
Infrastructure Reimbursement Receivables | $ 1,100,000 | |
Number of installments to repay infrastructure reimbursement receivable | instrument | 7 | |
Infrastructure reimbursement receivables, installment payment amounts | $ 175,000 | |
Infrastructure reimbursement receivable, discount | 129,000 | |
Sam's Club | ||
Other Assets | ||
Infrastructure Reimbursement Receivables | $ 503,000 | |
Number of installments to repay infrastructure reimbursement receivable | instrument | 5 | |
Infrastructure reimbursement receivables, installment payment amounts | $ 110,000 | |
Infrastructure reimbursement receivable, discount | $ 47,000 |
COMMON STOCK AND EARNINGS PER_3
COMMON STOCK AND EARNINGS PER SHARE - Summary of Common Stock and Earnings Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Available to Common Shareholders: | ||
Net Income (Loss) | $ (12,261,859) | $ 6,468,099 |
Weighted Average Shares Outstanding | 4,711,396 | 5,345,870 |
Total Shares Applicable to Diluted Earnings Per Share | 4,711,396 | 5,345,870 |
Basic | ||
Net Income (Loss) from Continuing Operations (in dollars per share) | $ (2.60) | $ 1 |
Net Income from Discontinued Operations (Net of Income Tax) (in dollars per share) | 0.21 | |
Net Income (Loss) (in dollars per share) | $ (2.60) | $ 1.21 |
COMMON STOCK AND EARNINGS PER_4
COMMON STOCK AND EARNINGS PER SHARE - Anti-dilutive Securities and Convertible Notes (Details) - $ / shares | 3 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 15, 2020 | Feb. 04, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Anti-dilutive securities (in shares) | 14,402 | 7,500 | |||
Additional diluted outstanding shares related to Convertible Notes | 0 | 0 | |||
4.50% Convertible Senior Notes due 2020 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Stated interest rate (as a percent) | 4.50% | 4.50% | |||
Conversion price per share (in dollars per share) | $ 68.90 | ||||
3.875% Convertible Senior Notes due 2025 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Stated interest rate (as a percent) | 3.875% | 3.875% | 3.875% | ||
Conversion price per share (in dollars per share) | $ 78 |
TREASURY STOCK (Details)
TREASURY STOCK (Details) - USD ($) | Apr. 10, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Feb. 29, 2020 | Jan. 31, 2019 |
Treasury Stock | ||||||
Stock repurchase program authorized amount | $ 20,000,000 | $ 20,000,000 | ||||
Shares repurchased (in shares) | 691,102 | |||||
Stock repurchased amount | $ 3,914,614 | $ 4,125,194 | $ 41,100,000 | |||
Average price per share of stock repurchased | $ 59.46 | |||||
Block Share Repurchase | ||||||
Treasury Stock | ||||||
Existing buyback program | 20,000,000 | |||||
Shares repurchased (in shares) | 320,741 | |||||
Percentage of Company’s outstanding shares purchased | 6.00% | |||||
Stock repurchased amount | $ 18,400,000 | |||||
Minimum ownership interest held by largest shareholder | 28.00% | |||||
“$10 Million Repurchase Program | ||||||
Treasury Stock | ||||||
Stock repurchase program authorized amount | $ 10,000,000 | $ 10,000,000 | ||||
Shares repurchased (in shares) | 83,298 | |||||
Stock repurchased amount | $ 3,900,000 | |||||
Average price per share of stock repurchased | $ 47 |
LONG-TERM DEBT - Outstanding In
LONG-TERM DEBT - Outstanding Indebtedness (Details) | 3 Months Ended | ||||
Mar. 31, 2020USD ($)property | Mar. 19, 2020USD ($) | Feb. 04, 2020USD ($) | Dec. 31, 2019 | Apr. 30, 2016USD ($) | |
Long-term debt | |||||
Face Value of Debt | $ 322,556,453 | $ 25,000,000 | |||
Derivatives interest | $ 1,731,323 | ||||
Interest Rate Swap | |||||
Long-term debt | |||||
Fixed interest rate through use of derivative (as a percent) | 3.17% | ||||
Derivatives interest | $ 100,000,000 | ||||
Credit Facility | |||||
Long-term debt | |||||
Face Value of Debt | $ 198,845,349 | ||||
Credit Facility | Interest Rate Swap | |||||
Long-term debt | |||||
Face Value of Debt | $ 100,000,000 | ||||
Fixed interest rate through use of derivative (as a percent) | 0.7325% | ||||
Derivatives interest | $ 100,000,000 | ||||
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% | ||||
Wells Fargo Mortgage Note Payable Originated September 30, 2014 | |||||
Long-term debt | |||||
Face Value of Debt | $ 30,000,000 | ||||
Stated interest rate (as a percent) | 4.33% | ||||
Number of income properties securing debt | property | 6 | ||||
Period of fixed interest rate | 10 years | ||||
Period of interest only payments | 10 years | ||||
Period after which cash flows generated by underlying income properties must be used to pay down principal balance | 10 years | ||||
Period to when loan is pre-payable | 10 years | ||||
Wells Fargo Mortgage Note Payable Originated April 15, 2016 | |||||
Long-term debt | |||||
Face Value of Debt | $ 23,711,104 | ||||
Stated interest rate (as a percent) | 3.17% | ||||
Term of loan | 5 years | ||||
Period of interest only payments | 2 years | ||||
Period of amortization for principal payments | 25 years | ||||
Wells Fargo Mortgage Note Payable Originated April 15, 2016 | LIBOR | |||||
Long-term debt | |||||
Margin added to variable rate basis (as a percent) | 1.90% | ||||
3.875% Convertible Senior Notes due 2025 | |||||
Long-term debt | |||||
Face Value of Debt | $ 70,000,000 | $ 17,600,000 | |||
Stated interest rate (as a percent) | 3.875% | 3.875% | 3.875% |
LONG-TERM DEBT - Credit Facilit
LONG-TERM DEBT - Credit Facility (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Apr. 10, 2019 | Sep. 07, 2017 | |
Block Share Repurchase | |||
Long-term debt | |||
Existing buyback program | 20 | ||
Credit Facility | |||
Long-term debt | |||
Extension term | 1 year | ||
Maximum borrowing capacity | $ 200 | ||
Maximum borrowing capacity, after possible increase | $ 300 | ||
Unused portion of the borrowing capacity fee percentage condition | 50.00% | ||
Available borrowing capacity | $ 1.2 | ||
Amount outstanding | 198.8 | ||
Line of Credit Facility, Current Borrowing Capacity | $ 200 | ||
Credit Facility | Minimum | |||
Long-term debt | |||
Commitment fee percentage on unused portion of the borrowing capacity | 15.00% | ||
Credit Facility | Maximum | |||
Long-term debt | |||
Commitment fee percentage on unused portion of the borrowing capacity | 25.00% | ||
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% |
LONG-TERM DEBT - Convertible No
LONG-TERM DEBT - Convertible Notes (Details) | Apr. 15, 2020USD ($)$ / shares | Mar. 30, 2020USD ($) | Mar. 15, 2020USD ($)$ / shares | Feb. 04, 2020USD ($) | Jan. 29, 2020$ / shares | Jun. 30, 2020$ / shares | Mar. 31, 2020USD ($)$ / shares | Mar. 31, 2019$ / shares | Dec. 31, 2019USD ($) | Apr. 30, 2016USD ($) |
Long-term debt | ||||||||||
Face amount of debt | $ 322,556,453 | $ 25,000,000 | ||||||||
Dividends Declared and Paid (in dollars per share) | $ / shares | $ 0.25 | $ 0.10 | ||||||||
Unamortized debt discount of notes | $ 7,923,622 | |||||||||
Gain (Loss) on Extinguishment of Debt | $ 636,937 | |||||||||
4.50% Convertible Senior Notes due 2020 | ||||||||||
Long-term debt | ||||||||||
Face amount of debt | $ 75,000,000 | $ 75,000,000 | ||||||||
Debt conversion amount | 57,400,000 | |||||||||
Stated interest rate (as a percent) | 4.50% | 4.50% | ||||||||
Debt instrument conversion ratio | 14.5136 | |||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 68.90 | |||||||||
Conversion price per share | 14.5136 | |||||||||
Proceeds from private placement | 5,900,000 | |||||||||
Repurchase of notes | 5,900,000 | |||||||||
Outstanding amount | 11,700,000 | $ 74,706,078 | ||||||||
3.875% Convertible Senior Notes due 2025 | ||||||||||
Long-term debt | ||||||||||
Face amount of debt | 17,600,000 | $ 70,000,000 | ||||||||
Debt conversion amount | $ 57,400,000 | |||||||||
Stated interest rate (as a percent) | 3.875% | 3.875% | 3.875% | |||||||
Conversion price per share (in dollars per share) | $ / shares | $ 78 | |||||||||
Proceeds from private placement | $ 11,700,000 | |||||||||
Outstanding amount | $ 75,000,000 | $ 62,076,378 | ||||||||
2025 Notes maturing on April 15, 2025 | ||||||||||
Long-term debt | ||||||||||
Stated interest rate (as a percent) | 3.875% | |||||||||
Debt instrument conversion ratio | 12.7910 | |||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 78.18 | |||||||||
Conversion price per share | 12.7910 | |||||||||
Threshold principal amount for adjusted conversion price | $ 1,000 | |||||||||
Dividends Declared and Paid (in dollars per share) | $ / shares | $ 0.13 | |||||||||
Premium initial conversion price | 20.00% | |||||||||
Closing share price (in dollars per share) | $ / shares | $ 65.15 | |||||||||
Sinking fund provided | 0 | |||||||||
Unamortized debt discount of notes | $ 1,200,000 | |||||||||
Gain (Loss) on Extinguishment of Debt | 637,000 | |||||||||
Repurchase of notes | $ 5,000,000 | |||||||||
Outstanding amount | 70,000,000 | |||||||||
2025 Notes maturing on April 15, 2025 | Forecast | ||||||||||
Long-term debt | ||||||||||
Debt instrument conversion ratio | 12.8155 | |||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 78.03 | |||||||||
Conversion price per share | 12.8155 | |||||||||
Convertible Debt | ||||||||||
Long-term debt | ||||||||||
Unamortized debt discount of notes | $ 7,900,000 |
LONG-TERM DEBT - Components (De
LONG-TERM DEBT - Components (Details) - USD ($) | Mar. 31, 2020 | Mar. 15, 2020 | Feb. 04, 2020 | Dec. 31, 2019 |
Long-term debt | ||||
Loan Costs, net of accumulated amortization | $ (1,260,129) | $ (1,217,497) | ||
Long-Term Debt | 313,372,702 | 287,218,303 | ||
Long-term debt due within one year | ||||
Due Within One Year | 75,000,000 | |||
Credit Facility | ||||
Long-term debt | ||||
Long-term debt | 198,845,349 | 159,845,349 | ||
Wells Fargo Mortgage Note Payable Originated September 30, 2014 | ||||
Long-term debt | ||||
Long-term debt | $ 30,000,000 | 30,000,000 | ||
Long-term debt due within one year | ||||
Stated interest rate (as a percent) | 4.33% | |||
Wells Fargo Mortgage Note Payable Originated April 15, 2016 | ||||
Long-term debt | ||||
Long-term debt | $ 23,711,104 | 23,884,373 | ||
Long-term debt due within one year | ||||
Stated interest rate (as a percent) | 3.17% | |||
4.50% Convertible Senior Notes due 2020 | ||||
Long-term debt | ||||
Long-term debt | $ 11,700,000 | 74,706,078 | ||
Long-term debt due within one year | ||||
Due Within One Year | $ 75,000,000 | |||
Stated interest rate (as a percent) | 4.50% | 4.50% | ||
3.875% Convertible Senior Notes due 2025 | ||||
Long-term debt | ||||
Long-term debt | $ 62,076,378 | $ 75,000,000 | ||
Long-term debt due within one year | ||||
Stated interest rate (as a percent) | 3.875% | 3.875% | 3.875% |
LONG-TERM DEBT - Payments Appli
LONG-TERM DEBT - Payments Applicable to Reduction of Principal (Details) - USD ($) | Mar. 31, 2020 | Apr. 30, 2016 |
Payments applicable to reduction of principal amounts | ||
2021 | $ 23,711,104 | |
2023 | 198,845,349 | |
2025 and thereafter | 100,000,000 | |
Total Long-Term Debt - Face Value | $ 322,556,453 | $ 25,000,000 |
LONG-TERM DEBT - Carrying Value
LONG-TERM DEBT - Carrying Value (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Apr. 30, 2016 |
LONG-TERM DEBT | |||
Current Face Amount | $ 322,556,453 | $ 25,000,000 | |
Unamortized Discount on Convertible Debt | (7,923,622) | ||
Loan Costs, net of accumulated amortization | (1,260,129) | $ (1,217,497) | |
Total Long-Term Debt | $ 313,372,702 | $ 287,218,303 |
LONG-TERM DEBT - Interest Expen
LONG-TERM DEBT - Interest Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
LONG-TERM DEBT | ||
Interest expense | $ 2,799,000 | $ 2,486,000 |
Amortization of Loan Costs | 149,503 | 105,841 |
Amortization of Discount on Convertible Notes | 503,987 | 331,260 |
Total Interest Expense | 3,453,000 | 2,923,000 |
Total Interest Paid | $ 3,140,000 | $ 3,431,000 |
INTEREST RATE SWAPS (Details)
INTEREST RATE SWAPS (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 19, 2020 | Dec. 31, 2019 | Apr. 30, 2016 | |
Derivative [Line Items] | ||||
Face amount of debt | $ 322,556,453 | $ 25,000,000 | ||
Derivatives interest | 1,731,323 | |||
Wells Fargo Mortgage Note Payable Originated April 15, 2016 | ||||
Derivative [Line Items] | ||||
Face amount of debt | 23,711,104 | |||
Credit Facility | ||||
Derivative [Line Items] | ||||
Face amount of debt | $ 198,845,349 | |||
Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Effectiveness of interest rate cash flow hedge (as a percent) | 100.00% | |||
Notional amount | $ 23,700,000 | |||
Derivative fixed interest rate (as a percent) | 3.17% | |||
Derivatives interest | $ 100,000,000 | |||
Interest Rate Swap | Other Assets | ||||
Derivative [Line Items] | ||||
Fair value of interest rate swap agreement to hedge cash flows | $ 99,000 | |||
Interest Rate Swap | Accrued and Other Liabilities | ||||
Derivative [Line Items] | ||||
Fair value of interest rate swap agreement to hedge cash flows | $ 224,000 | |||
Interest Rate Swap | Credit Facility | ||||
Derivative [Line Items] | ||||
Face amount of debt | $ 100,000,000 | |||
Effectiveness of interest rate cash flow hedge (as a percent) | 100.00% | |||
Derivative fixed interest rate (as a percent) | 0.7325% | |||
Derivatives interest | $ 100,000,000 | |||
Interest Rate Swap | Credit Facility | Accrued and Other Liabilities | ||||
Derivative [Line Items] | ||||
Fair value of interest rate swap agreement to hedge cash flows | $ 1,500,000 |
ACCRUED AND OTHER LIABILITIES -
ACCRUED AND OTHER LIABILITIES - Components (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
ACCRUED AND OTHER LIABILITIES | ||
Accrued Property Taxes | $ 863,080 | $ 44,232 |
Reserve for Tenant Improvements | 2,076,828 | 617,968 |
Accrued Construction Costs | 53,834 | 93,270 |
Accrued Interest | 971,178 | 1,312,801 |
Environmental Reserve and Restoration Cost Accrual | 168,062 | 205,774 |
Interest Rate Swaps | 1,731,323 | |
Operating Leases - Liability | 335,714 | 364,888 |
Other | 2,374,684 | 3,048,259 |
Total Accrued and Other Liabilities | $ 8,574,703 | $ 5,687,192 |
ACCRUED AND OTHER LIABILITIES_2
ACCRUED AND OTHER LIABILITIES - Reserve for Tenant Improvements and Environmental Reserves (Details) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($)a | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($)a | Dec. 31, 2014USD ($)a | Dec. 31, 2018USD ($) | Feb. 21, 2020USD ($) | Jan. 24, 2020USD ($)tenant |
Environmental Reserve for Monitoring Environmental Remediation Work Previously Performed | |||||||||||
Environmental reserves | |||||||||||
Additional environmental reserve accrued | $ 51,000 | $ 500,000 | $ 110,000 | $ 661,000 | |||||||
Environmental costs funded | $ 580,000 | ||||||||||
Environmental reserve accrued | 81,000 | ||||||||||
Wetlands restoration | |||||||||||
Environmental reserves | |||||||||||
Area of land (in acres) | a | 148.4 | 148.4 | |||||||||
Estimated cost | $ 2,000,000 | 2,400,000 | $ 2,400,000 | $ 2,000,000 | |||||||
Environmental costs funded | 2,300,000 | ||||||||||
Accrued restoration cost | $ 1,700,000 | 87,000 | $ 1,700,000 | ||||||||
Increase in accrual of remediation costs | $ 361,000 | $ 300,000 | |||||||||
Minimum | Environmental Reserve for Monitoring Environmental Remediation Work Previously Performed | |||||||||||
Environmental reserves | |||||||||||
Estimated cost | 500,000 | ||||||||||
Minimum | Wetlands restoration | |||||||||||
Environmental reserves | |||||||||||
Estimated cost | 1,700,000 | ||||||||||
Maximum | Environmental Reserve for Monitoring Environmental Remediation Work Previously Performed | |||||||||||
Environmental reserves | |||||||||||
Area of land (in acres) | a | 1 | ||||||||||
Estimated cost | $ 1,000,000 | ||||||||||
Maximum | Wetlands restoration | |||||||||||
Environmental reserves | |||||||||||
Estimated cost | $ 1,900,000 | ||||||||||
Atlanta, Georgia | |||||||||||
Environmental reserves | |||||||||||
Tenant improvement allowances and leasing commissions | $ 460,000 | ||||||||||
Payment of tenant improvement allowances and leasing commissions | 0 | ||||||||||
Chandler, Arizona | |||||||||||
Environmental reserves | |||||||||||
Tenant improvement allowances and leasing commissions | $ 1,300,000 | ||||||||||
Payment of tenant improvement allowances and leasing commissions | $ 0 | ||||||||||
Number of tenant | tenant | 2 |
DEFERRED REVENUE - Summary of D
DEFERRED REVENUE - Summary of Deferred Revenue (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
DEFERRED REVENUE | ||
Interest Reserve from Commercial Loan Investment | $ 682,566 | $ 834,972 |
Prepaid Rent | 2,057,747 | 2,063,173 |
Tenant Contributions | 2,845,447 | 2,888,822 |
Other Deferred Revenue | 48,665 | 43,753 |
Deferred Revenue, Total | $ 5,634,425 | $ 5,830,720 |
DEFERRED REVENUE - Rent Paid in
DEFERRED REVENUE - Rent Paid in Advance (Details) - USD ($) | Feb. 21, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Sep. 27, 2017 | Dec. 31, 2011 |
Deferred revenue | ||||||
Lease revenue | $ 11,003,000 | $ 10,724,000 | ||||
Tenant contribution | 1,000,000 | |||||
Total deferred revenue | 5,634,425 | $ 5,830,720 | ||||
Acquisition of Property, Plant, and Equipment and Intangible Lease Assets and Liabilities | 137,997,353 | $ 188,112 | ||||
Master tenant funded incurred related to property acquisition from their leasing reserve escrow | 935,000 | |||||
Aggregate contributions related to total acquisition cost will be recognized into income property rental revenue over the remaining term of the lease | 29,000,000 | |||||
Oil exploration | ||||||
Deferred revenue | ||||||
Lease Payment | 10,633,805 | |||||
Aspen, Colorado | ||||||
Deferred revenue | ||||||
Lease revenue | 254,000 | |||||
Tenant contribution | $ 1,500,000 | |||||
Total deferred revenue | 2,200,000 | |||||
Acquisition of Property, Plant, and Equipment and Intangible Lease Assets and Liabilities | $ 28,000,000 | |||||
Florida | ||||||
Deferred revenue | ||||||
Lease revenue | 225,000 | |||||
Tenant contribution | 1,900,000 | |||||
Total deferred revenue | $ 664,000 | |||||
Maximum | Oil exploration | ||||||
Deferred revenue | ||||||
Lease term | 8 years | 13 years | 8 years | |||
Cocina 214 | ||||||
Deferred revenue | ||||||
Lease revenue | $ 690,000 |
STOCK-BASED COMPENSATION - All
STOCK-BASED COMPENSATION - All Equity and Liability Classified Award Activity (Details) - shares | Feb. 24, 2020 | Feb. 11, 2020 | Jan. 23, 2019 | Jan. 24, 2018 | Feb. 03, 2017 | Jan. 25, 2017 | Mar. 31, 2020 |
Shares | |||||||
Outstanding (in shares) | 188,870 | ||||||
Granted (in shares) | 39,092 | ||||||
Vested (in shares) | (30,689) | ||||||
Forfeited (in shares) | (200) | ||||||
Outstanding (in shares) | 197,073 | ||||||
Peer Group Market Condition Vesting | Performance Shares | |||||||
Shares | |||||||
Outstanding (in shares) | 49,275 | ||||||
Granted (in shares) | 19,641 | 21,195 | 15,445 | 12,635 | 19,641 | ||
Vested (in shares) | (14,214) | (12,635) | |||||
Outstanding (in shares) | 56,281 | ||||||
Stock Price Vesting | Restricted Shares | |||||||
Shares | |||||||
Outstanding (in shares) | 22,000 | ||||||
Outstanding (in shares) | 22,000 | ||||||
Three-Year Vesting | Restricted Shares | |||||||
Shares | |||||||
Outstanding (in shares) | 37,595 | ||||||
Granted (in shares) | 19,451 | 20,696 | 17,712 | 17,451 | 19,451 | ||
Vested (in shares) | (18,054) | ||||||
Forfeited (in shares) | (200) | ||||||
Outstanding (in shares) | 38,792 | ||||||
Amended and Restated 2010 Equity Incentive Plan | Stock Option Awards | |||||||
Shares | |||||||
Outstanding (in shares) | 80,000 | ||||||
Exercised (in shares) | 0 | ||||||
Outstanding (in shares) | 80,000 |
STOCK-BASED COMPENSATION - Reco
STOCK-BASED COMPENSATION - Recognized in Financial Statements (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
STOCK-BASED COMPENSATION | ||
Total Cost of Share-Based Plans Charged Against Income Before Tax Effect | $ 818,649 | $ 811,601 |
Income Tax Expense Recognized in Income | $ (203,770) | $ (205,700) |
STOCK-BASED COMPENSATION - Perf
STOCK-BASED COMPENSATION - Performance Share Awards – Peer Group Market Condition Vesting (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 24, 2020 | Feb. 11, 2020 | Jan. 23, 2019 | Jan. 24, 2018 | Aug. 04, 2017 | Feb. 03, 2017 | Mar. 31, 2020 |
Stock-based compensation | |||||||
Total shareholders percentage | 15.18% | ||||||
Vested | 30,689 | ||||||
Shares | |||||||
Outstanding (in shares) | 188,870 | ||||||
Granted (in shares) | 39,092 | ||||||
Vested (in shares) | (30,689) | ||||||
Forfeited (in shares) | (200) | ||||||
Outstanding (in shares) | 197,073 | ||||||
Peer Group Market Condition Vesting | Equity Award Agreements | |||||||
Award agreements | |||||||
Period after change of control for equity award to fully vest upon termination of employment without cause or resignation | 24 months | ||||||
Performance Shares | |||||||
Stock-based compensation | |||||||
Vesting percentage | 112.50% | ||||||
Performance period | 3 years | 3 years | |||||
Performance Shares | Peer Group Market Condition Vesting | |||||||
Stock-based compensation | |||||||
Performance period | 3 years | 3 years | |||||
Vested | 14,214 | 12,635 | |||||
Shares | |||||||
Outstanding (in shares) | 49,275 | ||||||
Granted (in shares) | 19,641 | 21,195 | 15,445 | 12,635 | 19,641 | ||
Vested (in shares) | (14,214) | (12,635) | |||||
Outstanding (in shares) | 56,281 | ||||||
Weighted Average Fair Value | |||||||
Outstanding (in dollars per share) | $ 65.59 | ||||||
Granted (in dollars per share) | 54.69 | ||||||
Vested (in dollars per share) | 55.66 | ||||||
Outstanding (in dollars per share) | $ 64.02 | ||||||
Compensation cost | |||||||
Unrecognized compensation cost | $ 2.1 | ||||||
Weighted average period of recognition of unrecognized compensation cost | 2 years 1 month 6 days | ||||||
Performance Shares | Minimum | Peer Group Market Condition Vesting | |||||||
Stock-based compensation | |||||||
Vesting percentage | 0.00% | 0.00% | 0.00% | 0.00% | |||
Performance Shares | Maximum | Peer Group Market Condition Vesting | |||||||
Stock-based compensation | |||||||
Vesting percentage | 150.00% | 150.00% | 150.00% | 150.00% | |||
Stock Option Awards | Amended and Restated 2010 Equity Incentive Plan | Equity Award Agreements | |||||||
Award agreements | |||||||
Period after change of control for equity award to fully vest upon termination of employment without cause or resignation | 24 months |
STOCK-BASED COMPENSATION - Mark
STOCK-BASED COMPENSATION - Market Condition Restricted Shares - Stock Price Vesting (Details) $ / shares in Units, $ in Thousands | Aug. 04, 2017 | Feb. 26, 2016item$ / sharesshares | May 20, 2015itemshares | Mar. 31, 2020USD ($)item$ / sharesshares |
Stock-based compensation | ||||
Total shares surrendered | 200 | |||
Shares | ||||
Outstanding (in shares) | 188,870 | |||
Granted (in shares) | 39,092 | |||
Vested (in shares) | (30,689) | |||
Forfeited (in shares) | (200) | |||
Outstanding (in shares) | 197,073 | |||
Stock Price Vesting | Restricted Shares | ||||
Shares | ||||
Outstanding (in shares) | 22,000 | |||
Outstanding (in shares) | 22,000 | |||
Weighted Average Fair Value | ||||
Outstanding (in dollars per share) | $ / shares | $ 41.71 | |||
Outstanding (in dollars per share) | $ / shares | $ 41.71 | |||
Compensation cost | ||||
Unrecognized compensation cost | $ | $ 0 | |||
Stock Price Vesting | Restricted Shares | Mr. Albright | ||||
Stock-based compensation | ||||
Number of increments to vest | item | 4 | 4 | ||
Restricted share award period after termination of employment | 60 days | 60 days | ||
Period for average closing price | 30 days | 30 days | ||
Stock based compensation, shares, permanently surrendered | 68,000 | |||
Shares | ||||
Granted (in shares) | 26,000 | |||
Outstanding (in shares) | 26,000 | |||
Stock Price Vesting | Restricted Shares | Mr. Albright | 2015 and February 26, 2016 grants | ||||
Stock-based compensation | ||||
Number of increments vested | item | 2 | |||
Share-based Compensation Award Stock Price Vesting Price Increment One | Restricted Shares | Mr. Albright | ||||
Stock-based compensation | ||||
Number of increments to vest | item | 2 | |||
Number of shares in each vesting increment | 2,000 | |||
Share-based Compensation Award Stock Price Vesting Price Increment One | Restricted Shares | Mr. Albright | Minimum | ||||
Stock-based compensation | ||||
Closing share price (in dollars per share) | $ / shares | $ 60 | |||
Share-based Compensation Award Stock Price Vesting Price Increment One | Restricted Shares | Mr. Albright | Maximum | ||||
Stock-based compensation | ||||
Closing share price (in dollars per share) | $ / shares | 65 | |||
Share-based Compensation Award Stock Price Vesting Price Increment Two | Restricted Shares | Mr. Albright | ||||
Stock-based compensation | ||||
Closing share price (in dollars per share) | $ / shares | $ 70 | |||
Number of shares in each vesting increment | 18,000 | |||
Share-based Compensation Award Stock Price Vesting Price Increment Three | Restricted Shares | Mr. Albright | ||||
Stock-based compensation | ||||
Closing share price (in dollars per share) | $ / shares | $ 75 | |||
Number of shares in each vesting increment | 4,000 | |||
Equity Award Agreements | Mr. Albright | ||||
Stock-based compensation | ||||
Term of employment agreement | 5 years | |||
Equity Award Agreements | Stock Price Vesting | ||||
Award agreements | ||||
Period after change of control for equity award to fully vest upon termination of employment without cause or resignation | 24 months | 24 months |
STOCK-BASED COMPENSATION - Thre
STOCK-BASED COMPENSATION - Three Year Vest Restricted Shares (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 24, 2020 | Jan. 23, 2019 | Jan. 24, 2018 | Aug. 04, 2017 | Jan. 25, 2017 | Mar. 31, 2020 |
Shares | ||||||
Outstanding (in shares) | 188,870 | |||||
Granted (in shares) | 39,092 | |||||
Vested (in shares) | (30,689) | |||||
Forfeited (in shares) | (200) | |||||
Outstanding (in shares) | 197,073 | |||||
Three-Year Vesting | Restricted Shares | ||||||
Stock-based compensation | ||||||
Vesting per year (as a percent) | 33.00% | 33.00% | 33.00% | 33.00% | ||
Shares | ||||||
Outstanding (in shares) | 37,595 | |||||
Granted (in shares) | 19,451 | 20,696 | 17,712 | 17,451 | 19,451 | |
Vested (in shares) | (18,054) | |||||
Forfeited (in shares) | (200) | |||||
Outstanding (in shares) | 38,792 | |||||
Weighted Average Fair Value | ||||||
Outstanding (in dollars per share) | $ 60.21 | |||||
Granted (in dollars per share) | 59.70 | |||||
Vested (in dollars per share) | 59.69 | |||||
Forfeited (in dollars per share) | 58.78 | |||||
Outstanding (in dollars per share) | $ 60.20 | |||||
Compensation cost | ||||||
Unrecognized compensation cost | $ 2.1 | |||||
Weighted average period of recognition of unrecognized compensation cost | 2 years 2 months 12 days | |||||
Equity Award Agreements | Three-Year Vesting | ||||||
Award agreements | ||||||
Period after change of control for equity award to fully vest upon termination of employment without cause or resignation | 24 months |
STOCK-BASED COMPENSATION - Non-
STOCK-BASED COMPENSATION - Non-Qualified Stock Option Awards Granted (Details) - Stock Option Awards - Amended and Restated 2010 Equity Incentive Plan - $ / shares | Aug. 04, 2017 | Feb. 26, 2016 | Jun. 29, 2015 | May 20, 2015 | Feb. 09, 2015 | Oct. 22, 2014 | Mar. 31, 2020 |
Stock-based compensation | |||||||
Exercised (in shares) | 0 | ||||||
Mr. Albright | |||||||
Stock-based compensation | |||||||
Granted (in shares) | 40,000 | 40,000 | 20,000 | ||||
Period of expiration after death or termination for disability | 12 months | 12 months | |||||
Period of expiration after termination of employment for reason other than death or disability | 30 days | 30 days | |||||
Exercise price (in dollars per share) | $ 55.62 | $ 57.50 | |||||
Surrendered (in shares) | 40,000 | ||||||
Mr. Smith | |||||||
Stock-based compensation | |||||||
Granted (in shares) | 10,000 | ||||||
Vesting per year (as a percent) | 33.00% | ||||||
Period of expiration from grant date | 10 years | ||||||
Period of expiration after death or termination for disability | 12 months | ||||||
Period of expiration after termination of employment for reason other than death or disability | 30 days | ||||||
Exercise price (in dollars per share) | $ 50 | ||||||
Officer | |||||||
Stock-based compensation | |||||||
Granted (in shares) | 10,000 | ||||||
Vesting per year (as a percent) | 33.00% | ||||||
Period of expiration after death or termination for disability | 12 months | ||||||
Period of expiration after termination of employment for reason other than death or disability | 30 days | ||||||
Exercise price (in dollars per share) | $ 57.54 | ||||||
Equity Award Agreements | |||||||
Award agreements | |||||||
Period after change of control for equity award to fully vest upon termination of employment without cause or resignation | 24 months |
STOCK-BASED COMPENSATION - No_2
STOCK-BASED COMPENSATION - Non-Qualified Stock Option Award Activity (Details) - Amended and Restated 2010 Equity Incentive Plan - Stock Option Awards - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Shares | ||
Outstanding (in shares) | 80,000 | |
Exercised (in shares) | 0 | |
Outstanding (in shares) | 80,000 | 80,000 |
Exercisable (in shares) | 80,000 | 80,000 |
Weighted Average Exercise Price (in dollars per share) | ||
Outstanding (in dollars per share) | $ 55.63 | |
Outstanding (in dollars per share) | 55.63 | $ 55.63 |
Exercisable (in dollars per share) | $ 55.63 | $ 55.63 |
Weighted Average Remaining Contractual Term | ||
Outstanding | 5 years 4 days | |
Exercisable | 5 years 4 days | 6 years 6 months |
Stock-based compensation | ||
Aggregate Intrinsic Value, Exercisable (in dollars) | $ 25,000 | |
Unrecognized compensation cost (in dollars) | $ 0 |
STOCK-BASED COMPENSATION - No_3
STOCK-BASED COMPENSATION - Non-Employee Director Stock Compensation (Details) - Share-based Payment Arrangement, Nonemployee - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Stock-based compensation | ||
Annual award | $ 20,000 | |
Number of shares awarded calculated based on the number of days of average price of the Company’s common stock | 20 days | |
Number of business days based on which number of days of average price of the Company’s common stock, the number of shares awarded are calculated | 2 days | |
Expense recognized | $ 241,000 | $ 272,000 |
Expense recognized (in shares) | 3,861 | 4,779 |
Annual award received | $ 120,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
INCOME TAXES | ||
Effective income tax rate (as a percent) | 25.00% | 25.30% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Contractual Commitments - Expenditures (Details) | 3 Months Ended | ||
Mar. 31, 2020USD ($) | Feb. 21, 2020USD ($) | Jan. 24, 2020USD ($)tenant | |
Commitments | |||
Purchase price | $ 137,235,000 | ||
Atlanta, Georgia | |||
Commitments | |||
Tenant improvement allowances and leasing commissions | $ 460,000 | ||
Payment of tenant improvement allowances and leasing commissions | 0 | ||
Chandler, Arizona | |||
Commitments | |||
Tenant improvement allowances and leasing commissions | $ 1,300,000 | ||
Payment of tenant improvement allowances and leasing commissions | $ 0 | ||
Number of tenant | tenant | 2 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Contractual Commitments - Expenditures (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 09, 2019 | |
Daytona Beach, FL | ||
Commitment amount | $ 266,000 | |
Strand property, FL | ||
Payments for contractual obligation | $ 450,000 | |
Strand property, FL | Accrued and Other Liabilities | ||
Amount of contractual obligation | $ 450,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Other Matters (Details) | Jun. 30, 2017USD ($)aitem | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($)a | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2017USD ($)a | Jun. 30, 2016USD ($) | Dec. 31, 2019USD ($) |
Contingencies | ||||||||
Escrow balance | $ 2,910,392 | $ 1,336,361 | $ 128,430,049 | |||||
Unfavorable regulatory action | ||||||||
Contingencies | ||||||||
Accrued loss contingency | $ 187,500 | |||||||
Minto Communities LLC | ||||||||
Contingencies | ||||||||
Acres sold | a | 1,581 | |||||||
Accrued restoration cost | $ 430,000 | |||||||
Cash deposited in (refunded from) escrow | 423,000 | |||||||
Wetlands restoration | ||||||||
Contingencies | ||||||||
Area of land (in acres) | a | 148.4 | |||||||
Estimated cost | $ 2,000,000 | 2,400,000 | 2,400,000 | $ 2,000,000 | ||||
Increase in accrual of remediation costs | 361,000 | $ 300,000 | ||||||
Environmental costs funded | 2,300,000 | |||||||
Accrued restoration cost | $ 1,700,000 | $ 87,000 | ||||||
Wetlands restoration | Minto Communities LLC | ||||||||
Contingencies | ||||||||
Cash deposited in (refunded from) escrow | $ 77,833 | $ 189,500 | ||||||
Escrow balance | $ 156,000 | |||||||
Wetlands restoration | Minimum | ||||||||
Contingencies | ||||||||
Estimated cost | 1,700,000 | |||||||
Wetlands restoration | Maximum | ||||||||
Contingencies | ||||||||
Estimated cost | $ 1,900,000 | |||||||
Mitigation activities | ||||||||
Contingencies | ||||||||
Area of land (in acres) | a | 54.66 | |||||||
Number of mitigation credits required to be utilized | item | 36 | |||||||
Mitigation credits transferred | $ 298,000 |
BUSINESS SEGMENT DATA - Descrip
BUSINESS SEGMENT DATA - Description (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($)segmentloan | Mar. 31, 2019USD ($)loan | Dec. 31, 2019USD ($) | |
Business segment data | |||
Number of operating segment | segment | 4 | ||
Assets | $ 717,035,731 | $ 703,286,203 | |
Depreciation and Amortization | 4,552,471 | $ 3,346,287 | |
Capital Expenditures | 144,751,728 | 930,575 | |
Income Properties | |||
Business segment data | |||
Assets | 586,557,285 | 464,285,272 | |
Depreciation and Amortization | 4,547,421 | $ 3,339,856 | |
Management Services | |||
Business segment data | |||
Assets | 0 | 0 | |
Depreciation and Amortization | 0 | 0 | |
Capital Expenditures | 0 | 0 | |
Golf Operations | |||
Business segment data | |||
Assets | $ 833,372 | $ 833,167 | |
Commercial loans | |||
Business segment data | |||
Mortgage Loans on Real Estate, Number of Loans | loan | 0 | ||
Product concentration | Identifiable assets | Income Properties | |||
Business segment data | |||
Percentage of total | 81.80% | 66.00% | |
Product concentration | Consolidated revenues | Income Properties | |||
Business segment data | |||
Percentage of total | 85.70% | 75.20% | |
Fixed–rate mezzanine | Commercial loans | |||
Business segment data | |||
Mortgage Loans on Real Estate, Number of Loans | loan | 5 |
BUSINESS SEGMENT DATA - Summary
BUSINESS SEGMENT DATA - Summary of Operations in Different Segments (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Business segment data | |||
Total Revenues | $ 12,838,432 | $ 10,959,319 | |
Operating Income | 289,197 | 10,002,714 | |
Gain on Disposition of Assets | 6,869,957 | ||
Gain on Extinguishment of Debt | 636,937 | ||
Depreciation and Amortization | 4,552,471 | 3,346,287 | |
Capital Expenditures | 144,751,728 | 930,575 | |
Identifiable Assets | 717,035,731 | $ 703,286,203 | |
Operating Segments | |||
Business segment data | |||
Operating Income | 6,869,957 | ||
General and Corporate Expense | |||
Business segment data | |||
Operating Income | (9,548,711) | (5,847,907) | |
Income Properties | |||
Business segment data | |||
Total Revenues | 11,003,031 | 10,724,418 | |
Depreciation and Amortization | 4,547,421 | 3,339,856 | |
Identifiable Assets | 586,557,285 | 464,285,272 | |
Income Properties | Operating Segments | |||
Business segment data | |||
Operating Income | 8,889,936 | 8,791,930 | |
Capital Expenditures | 137,991,507 | 58,005 | |
Management Fee Income | |||
Business segment data | |||
Total Revenues | 702,601 | ||
Management Fee Income | Operating Segments | |||
Business segment data | |||
Operating Income | 702,601 | ||
Interest Income from Commercial Loan Investments | |||
Business segment data | |||
Total Revenues | 1,052,049 | ||
Identifiable Assets | 40,748,068 | 35,742,218 | |
Interest Income from Commercial Loan Investments | Operating Segments | |||
Business segment data | |||
Operating Income | 1,052,049 | ||
Capital Expenditures | 6,754,375 | ||
Real Estate Operations | |||
Business segment data | |||
Total Revenues | 80,751 | 234,901 | |
Identifiable Assets | 66,725,192 | 65,554,619 | |
Real Estate Operations | Operating Segments | |||
Business segment data | |||
Operating Income | (1,443,615) | 188,734 | |
Capital Expenditures | 870,509 | ||
Golf Operations | |||
Business segment data | |||
Identifiable Assets | 833,372 | 833,167 | |
Corporate and Other | |||
Business segment data | |||
Depreciation and Amortization | 5,050 | 6,431 | |
Identifiable Assets | 22,171,814 | $ 136,870,927 | |
Corporate and Other | Operating Segments | |||
Business segment data | |||
Capital Expenditures | $ 5,846 | $ 2,061 |
ASSETS HELD FOR SALE AND DISC_3
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS - Assets and Liabilities Held for Sale (Details) | 3 Months Ended | ||
Mar. 31, 2020USD ($)property | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Assets held for sale | |||
Increase (decrease) in assets held for sale | $ 204 | $ 218,215 | |
Property, Plant, and Equipment—Net | 3,800,429 | ||
Restricted Cash | 833,372 | ||
Total Assets Held for Sale | 4,633,801 | $ 833,167 | |
Liabilities held for sale | |||
Deferred Revenue | 831,320 | ||
Total Liabilities Held for Sale | 831,320 | $ 831,320 | |
Land JV Assets | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations [Member] | |||
Assets held for sale | |||
Restricted Cash | 833,372 | ||
Total Assets Held for Sale | 833,372 | ||
Land JV Liabilities | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations [Member] | |||
Liabilities held for sale | |||
Deferred Revenue | 831,320 | ||
Total Liabilities Held for Sale | $ 831,320 | ||
Single-Tenant Income Properties | |||
Assets held for sale | |||
Number of real estate properties | property | 1 | ||
Single-Tenant Income Properties | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations [Member] | |||
Assets held for sale | |||
Property, Plant, and Equipment—Net | $ 3,800,429 | ||
Total Assets Held for Sale | 3,800,429 | ||
Golf Operations | Discontinued Operations, Held-for-sale | |||
Assets held for sale | |||
Increase (decrease) in assets held for sale | $ 208,000 |
ASSETS HELD FOR SALE AND DISC_4
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS - Discontinued Operations (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS | ||
Increase (decrease) in assets held for sale | $ 204 | $ 218,215 |
Increase in liabilities held for sale | 294,689 | |
Total Income (loss) from Discontinued Operations (Net of Income Tax) | 1,124,499 | |
Discontinued Operations, Held-for-sale | ||
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS | ||
Total Income (loss) from Discontinued Operations (Net of Income Tax) | 1,124,499 | |
Golf Operations | Discontinued Operations, Held-for-sale | ||
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS | ||
Increase (decrease) in assets held for sale | 208,000 | |
Increase in liabilities held for sale | $ 208,000 | |
Revenue | 1,496,693 | |
Cost of Revenues | (1,711,330) | |
Loss from Operations | (214,637) | |
Income (Loss) from Discontinued Operations Before Income Tax | (214,637) | |
Income Tax Benefit (Expense) | 54,399 | |
Total Income (loss) from Discontinued Operations (Net of Income Tax) | (160,238) | |
Land Operations | Discontinued Operations, Held-for-sale | ||
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS | ||
Revenue | 3,300,000 | |
Cost of Revenues | (1,579,101) | |
Loss from Operations | 1,720,899 | |
Income (Loss) from Discontinued Operations Before Income Tax | 1,720,899 | |
Income Tax Benefit (Expense) | (436,162) | |
Total Income (loss) from Discontinued Operations (Net of Income Tax) | $ 1,284,737 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Millions | Apr. 30, 2020 | Apr. 24, 2020 | May 07, 2020 | Mar. 31, 2020 | May 06, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Jan. 31, 2019 |
Subsequent Event [Line Items] | ||||||||
Number of properties as percentage of annual base rent | 62.00% | |||||||
Percentage of properties operating on limited basis | 27.00% | |||||||
Percentage of rent relief | 37.00% | |||||||
Cash on hand | $ 18,593,046 | $ 6,474,637 | $ 2,682,205 | |||||
Stock repurchase program authorized amount | 20,000,000 | $ 20,000,000 | ||||||
Unamortized debt discount of notes | 7,923,622 | |||||||
Credit Facility | ||||||||
Subsequent Event [Line Items] | ||||||||
Amount drawn from facility | 20,000,000 | |||||||
Borrowing capacity | 200,000,000 | |||||||
Cash on hand | 19,000,000 | |||||||
Amount outstanding | 198,800,000 | |||||||
Remaining borrowing capacity | $ 1,200,000 | |||||||
Term for removal of property from borrowing base | 60 days | |||||||
Aggregate principle amount | $ 198,845,349 | $ 159,845,349 | ||||||
Subsequent Event | CVS ground lease | Downtown Dallas, Texas | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||
Subsequent Event [Line Items] | ||||||||
Sales price | $ 15,200,000 | |||||||
Exit cap rate | 4.50% | |||||||
Gain on Sale | $ 800,000 | |||||||
Gain on disposal per share | 0.13 | |||||||
Subsequent Event | WAWA ground lease | Daytona Beach, FL | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||
Subsequent Event [Line Items] | ||||||||
Sales price | $ 6,000,000 | |||||||
Exit cap rate | 4.75% | |||||||
Ground lease term | 20 years | |||||||
Gain on Sale | $ 1,800,000 | |||||||
Gain on disposal per share | 0.29 | |||||||
Subsequent Event | Perimeter | CVS ground lease | Atlanta, Georgia | ||||||||
Subsequent Event [Line Items] | ||||||||
Aggregate purchase price | $ 10,400,000 | |||||||
Subsequent Event | $10 Million Repurchase Program | ||||||||
Subsequent Event [Line Items] | ||||||||
Aggregate shares repurchased under repurchase plan, shares | 5,300 | |||||||
Aggregate shares repurchased under repurchase plan, value | $ 185,000 | |||||||
Shares repurchased price per price | $ 35.2 | |||||||
Stock repurchase program authorized amount | $ 10,000,000 | |||||||
Subsequent Event | 2025 notes | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock repurchase program authorized amount | 2,500,000 | $ 5,000,000 | ||||||
Unamortized debt discount of notes | $ 475,000 | 950,000 | ||||||
Aggregate principle amount | $ 65,000,000 |