UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
N/A |
(Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: | | Trading Symbols | | Name of each exchange on which registered: |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer | ☐ | ☒ | ||
Non-accelerated Filer | ☐ | Smaller Reporting Company | ||
Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes
As of April 21, 2026, there were
INDEX
2
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CTO REALTY GROWTH, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
As of | ||||||
| (Unaudited) | | December 31, 2025 | |||
ASSETS | ||||||
Real Estate: | ||||||
Land, at Cost | $ | | $ | | ||
Building and Improvements, at Cost | | | ||||
Other Furnishings and Equipment, at Cost | | | ||||
Construction in Process, at Cost | | | ||||
Total Real Estate, at Cost | | | ||||
Less, Accumulated Depreciation | ( | ( | ||||
Real Estate—Net | | | ||||
Land and Development Costs | - | | ||||
Intangible Lease Assets—Net | | | ||||
Assets Held for Sale—See Note 22 | | — | ||||
Investment in Alpine Income Property Trust, Inc. | | | ||||
Commercial Loans and Investments | | | ||||
Cash and Cash Equivalents | | | ||||
Restricted Cash | | | ||||
Deferred Income Taxes—Net | | | ||||
Other Assets—See Note 10 | | | ||||
Total Assets | $ | | $ | | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||
Liabilities: | ||||||
Accounts Payable | $ | | $ | | ||
Accrued and Other Liabilities—See Note 16 | | | ||||
Deferred Revenue—See Note 17 | | | ||||
Intangible Lease Liabilities—Net | | | ||||
Income Taxes Payable | | | ||||
Long-Term Debt—Net | | | ||||
Total Liabilities | | | ||||
Commitments and Contingencies—See Note 20 | ||||||
Stockholders’ Equity: | ||||||
Preferred Stock – | | | ||||
Common Stock – | | | ||||
Additional Paid-In Capital | | | ||||
Retained Earnings | | | ||||
Accumulated Other Comprehensive Income (Loss) | | ( | ||||
Total Stockholders’ Equity | | | ||||
Total Liabilities and Stockholders’ Equity | $ | | $ | | ||
The accompanying notes are an integral part of these consolidated financial statements.
3
CTO REALTY GROWTH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except share and per share data)
| |||||||
| 2026 | | 2025 | | |||
Revenues | |||||||
Income Properties | $ | | $ | | |||
Management Fee Income | | | |||||
Interest Income From Commercial Loans and Investments | | | |||||
Total Revenues | | | |||||
Direct Cost of Revenues | |||||||
Income Properties | ( | ( | |||||
Total Direct Cost of Revenues | ( | ( | |||||
General and Administrative Expenses | ( | ( | |||||
Provision for Impairment and Adjustment to CECL Reserve | | — | |||||
Depreciation and Amortization | ( | ( | |||||
Total Operating Expenses | ( | ( | |||||
Total Operating Income | | | |||||
Investment and Other Income | | | |||||
Interest Expense | ( | ( | |||||
Income Before Income Tax Expense | | | |||||
Income Tax Expense | ( | ( | |||||
Net Income Attributable to the Company | | | |||||
Distributions to Preferred Stockholders | ( | ( | |||||
Net Income Attributable to Common Stockholders | $ | | $ | | |||
Per Share Information—See Note 12: | |||||||
Basic and Diluted Net Income Attributable to Common Stockholders | $ | | $ | | |||
Weighted Average Number of Common Shares | |||||||
Basic | | | |||||
Diluted | | | |||||
The accompanying notes are an integral part of these consolidated financial statements.
4
CTO REALTY GROWTH, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited, in thousands)
Three Months Ended March 31 | ||||||
2026 | | 2025 | ||||
Net Income Attributable to the Company | $ | | $ | | ||
Other Comprehensive Income (Loss): | ||||||
Cash Flow Hedging Derivative - Interest Rate Swaps | | ( | ||||
Total Other Comprehensive Income (Loss) | | ( | ||||
Total Comprehensive Income (Loss) | $ | | $ | ( | ||
The accompanying notes are an integral part of these consolidated financial statements.
5
CTO REALTY GROWTH, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited, in thousands)
For the three months ended March 31, 2026:
Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Stockholders' Equity | |||||||||||||
Balance January 1, 2026 | $ | | $ | | $ | | $ | | $ | ( | $ | | ||||||
Net Income Attributable to the Company | — | — | — | | — | | ||||||||||||
Vested Restricted Stock and Performance Shares | — | | ( | — | — | ( | ||||||||||||
Stock Issuance to Directors | — | — | | — | — | | ||||||||||||
Stock Issuance, Net of Equity Issuance Costs | — | | | — | — | | ||||||||||||
Stock-Based Compensation Expense | — | — | | — | — | | ||||||||||||
Preferred Stock Dividends Declared for the Period | — | — | — | ( | — | ( | ||||||||||||
Common Stock Dividends Declared for the Period | — | — | — | ( | — | ( | ||||||||||||
Other Comprehensive Income | — | — | — | — | | | ||||||||||||
Balance March 31, 2026 | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
For the three months ended March 31, 2025:
Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Stockholders' Equity | |||||||||||||
Balance January 1, 2025 | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Net Income Attributable to the Company | — | — | — | | — | | ||||||||||||
Vested Restricted Stock and Performance Shares | — | | ( | — | — | ( | ||||||||||||
Stock Issuance to Directors | — | — | | — | — | | ||||||||||||
Payment of Equity Issuance Costs | — | — | ( | — | ( | |||||||||||||
Stock-Based Compensation Expense | — | — | | — | — | | ||||||||||||
Preferred Stock Dividends Declared for the Period | — | — | — | ( | — | ( | ||||||||||||
Common Stock Dividends Declared for the Period | — | — | — | ( | — | ( | ||||||||||||
Other Comprehensive Loss | — | — | — | — | ( | ( | ||||||||||||
Balance March 31, 2025 | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
CTO REALTY GROWTH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Three Months Ended March 31, | ||||||
2026 | 2025 | |||||
Cash Flow from Operating Activities: | ||||||
Net Income Attributable to the Company | $ | $ | ||||
Adjustments to Reconcile Net Income Attributable to the Company to Net Cash Provided by Operating Activities: | ||||||
Depreciation and Amortization | ||||||
Amortization of Intangible Assets and Liabilities to Income Property Revenue | ( | ( | ||||
Amortization of Deferred Financing Costs to Interest Expense | ||||||
Amortization of Discount on Convertible Debt | — | |||||
Provision for Impairment and Adjustment to CECL Reserve | ( | — | ||||
Accretion of Commercial Loans and Investments Origination Fees | ( | ( | ||||
Non-Cash Imputed Interest | ( | ( | ||||
Deferred Income Taxes | — | ( | ||||
Unrealized Loss (Gain) on Investment Securities | ( | | ||||
Non-Cash Compensation | ||||||
Decrease (Increase) in Assets: | ||||||
Refundable Income Taxes | — | | ||||
Other Assets | ( | ( | ||||
Increase (Decrease) in Liabilities: | ||||||
Accounts Payable | ( | |||||
Accrued and Other Liabilities | ( | ( | ||||
Deferred Revenue | ( | ( | ||||
Income Taxes Payable | — | |||||
Net Cash Provided By Operating Activities | ||||||
Cash Flow from Investing Activities: | ||||||
Acquisition of Real Estate and Intangible Lease Assets and Liabilities | ( | ( | ||||
Investments in and Improvements to Real Estate | ( | ( | ||||
Acquisition of Commercial Loans and Investments | ( | ( | ||||
Principal Payments Received on Commercial Loans and Investments | | | ||||
Cash Paid from Commercial Loan Reserves | ( | — | ||||
Acquisition of Investment Securities | ( | — | ||||
Proceeds from the Sale of Investment Securities | | — | ||||
Net Cash Used In Investing Activities | ( | ( | ||||
Cash Flow From Financing Activities: | ||||||
Proceeds from Long-Term Debt | ||||||
Payments on Long-Term Debt | ( | ( | ||||
Cash Paid for Loan Fees | — | ( | ||||
Cash Proceeds from Common Stock Issuance | | |||||
Cash Paid for Vesting of Restricted Stock | ( | ( | ||||
Proceeds from (Cash Paid for) Issuance of Common and Preferred Stock, Net | ( | |||||
Dividends Paid - Preferred Stock | ( | ( | ||||
Dividends Paid - Common Stock | ( | ( | ||||
Net Cash Provided By Financing Activities | ||||||
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash | ( | ( | ||||
Cash, Cash Equivalents and Restricted Cash, Beginning of Period | ||||||
Cash, Cash Equivalents and Restricted Cash, End of Period | $ | $ | ||||
Reconciliation of Cash to the Consolidated Balance Sheets: | ||||||
Cash and Cash Equivalents | $ | $ | ||||
Restricted Cash | ||||||
Total Cash | $ | $ | ||||
7
CTO REALTY GROWTH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited, in thousands)
Three Months Ended March 31, | ||||||
2026 | 2025 | |||||
Supplemental Disclosure of Cash Flow Information: | ||||||
Cash Paid for Interest | $ | | $ | | ||
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||
Unrealized Gain (Loss) on Cash Flow Hedges | $ | | $ | ( | ||
Common Stock Dividends Declared and Unpaid | $ | | $ | | ||
The accompanying notes are an integral part of these consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. DESCRIPTION OF BUSINESS
The terms “us,” “we,” “our,” and “the Company” as used in this report refer to CTO Realty Growth, Inc. together with our consolidated subsidiaries.
We are a publicly traded, self-managed equity REIT that focuses on the ownership, management, and repositioning of high-quality retail and mixed-use properties located primarily in what we believe to be faster growing, business-friendly markets exhibiting accommodative business tax policies, outsized relative job and population growth, and where retail demand exceeds supply. We have pursued our investment strategy by investing primarily through fee simple ownership of our properties, commercial loans and preferred equity.
As of March 31, 2026, we own and manage, sometimes utilizing third-party property management companies,
Management Services: A fee-based management business that is engaged in managing Alpine Income Property Trust, Inc. (“PINE”), as well as a portfolio of assets pursuant to the Portfolio Management Agreement (hereinafter defined), and a portfolio of subsurface interests, as further described in Note 5, “Management Services Business”.
Commercial Loans and Investments: A portfolio of
Investment in PINE: Our business also includes our investment in PINE. As of March 31, 2026, the fair value of our investment totaled $
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Information
The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited consolidated financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended
The results of operations for the three months ended March 31, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026.
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Principles of Consolidation
The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and other entities in which we have a controlling interest. Any real estate entities or properties included in the consolidated financial statements have been consolidated only for the periods that such entities or properties were owned or under control by us. All inter-company balances and transactions have been eliminated in the consolidated financial statements. As of March 31, 2026, the Company has an equity investment in PINE.
Segment Reporting
ASC Topic 280, Segment Reporting, establishes standards related to the manner in which enterprises report operating segment information. The Company operates in
Real Estate
The Company’s real estate assets are carried at cost, less accumulated depreciation and amortization and impairment losses, if any. Such assets are depreciated on a straight-line basis over their estimated useful lives. Renewals and betterments are capitalized to the applicable property accounts. The cost of maintenance and repairs is expensed as incurred. The cost of property retired or otherwise disposed of, and the related accumulated depreciation or amortization, are removed from the accounts, and any resulting gain or loss is recorded in the Company’s consolidated statement of operations. The amount of depreciation of real estate, exclusive of amortization related to intangible assets, recognized for the three months ended March 31, 2026 and March 31, 2025, was $
Long-Lived Assets
The Company follows FASB ASC Topic 360-10, Property, Plant, and Equipment in conducting its impairment analyses. The Company reviews the recoverability of long-lived assets, including land and development costs, real estate held for sale, and property, plant, and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Examples of situations considered to be triggering events include: a substantial decline in operating cash flows during the period, a current or projected loss from operations, an income property not fully leased or leased at rates that are less than current market rates, and any other quantitative or qualitative events deemed significant by our management. Long-lived assets are evaluated for impairment by using an undiscounted cash flow approach, which considers future estimated capital expenditures. Impairment of long-lived assets is measured at fair value less cost to sell.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Among other factors, fluctuating market conditions that can exist in the national real estate markets and the volatility and uncertainty in the financial and credit markets make it possible that the estimates and assumptions, most notably those related to the Company’s investments in income properties, could change materially due to continued volatility in the real estate and financial markets, or as a result of a significant dislocation in those markets.
Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand, bank demand accounts, and money market accounts having original maturities of 90 days or less. The Company’s bank balances as of March 31, 2026 and December 31, 2025 include certain amounts over the Federal Deposit Insurance Corporation limits.
10
Restricted Cash
Restricted cash totaled $
Derivative Financial Instruments and Hedging Activity
The Company accounts for its cash flow hedging derivatives in accordance with FASB ASC Topic 815-20, Derivatives and Hedging. 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 each 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 documented the relationship between the hedging instruments and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge transactions. At the hedges’ inception, the Company assessed whether the derivatives that are used in hedging the transactions are highly effective in offsetting changes in cash flows of the hedged items, and we will continue to do so on a quarterly basis.
Changes in fair value of the hedging instruments that are highly effective and designated and qualified as cash-flow hedges are recorded in other comprehensive income and loss, until earnings are affected by the variability in cash flows of the designated hedged items (see Note 15, “Interest Rate Swaps”).
Fair Value of Financial Instruments
The carrying amounts of the Company’s financial assets and liabilities including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued and other liabilities at March 31, 2026 and December 31, 2025, approximate fair value because of the short maturity of these instruments. The carrying value of the Company’s Credit Facility (hereinafter defined) as of March 31, 2026 and December 31, 2025, approximates current market rates for revolving credit arrangements with similar risks and maturities. The face value of the Company’s fixed rate commercial loans and investments, the 2027 Term Loan (hereinafter defined), the 2028 Term Loan (hereinafter defined), the 2029 Term Loan (hereinafter defined), the 2030 Term Loan (hereinafter defined), and mortgage note held as of March 31, 2026 and December 31, 2025 are measured at fair value based on current market rates for financial instruments with similar risks and maturities (see Note 7, “Fair Value of Financial Instruments”).
Fair Value Measurements
The Company’s estimates of fair value of financial and non-financial assets and liabilities is based on the framework established by U.S. GAAP. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. U.S. GAAP describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:
| ● | Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities. |
| ● | Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| ● | Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models and similar techniques. |
11
Recognition of Interest Income from Commercial Loans and Investments
Interest income on commercial loans and investments includes interest payments made by the borrower and the accretion of purchase discounts and loan origination fees, offset by the amortization of loan costs. Interest payments are accrued based on the actual coupon rate and the outstanding principal balance, and purchase discounts and loan origination fees are accreted into income using the effective yield method, adjusted for prepayments.
Pursuant to ASC 326, Financial Instruments - Credit Losses, the Company measures and records a provision for current expected credit losses (“CECL”) each time a new investment is made or a loan is repaid, as well as if changes to estimates occur during a quarterly measurement period. We are unable to use historical data to estimate expected credit losses, as we have incurred no losses to date. Management utilizes a loss-rate method and considers macroeconomic factors to estimate its CECL allowance, which is calculated based on the amortized cost basis of the commercial loans.
Accounts Receivable
Accounts receivable related to income properties, which are classified in other assets on the consolidated balance sheets, primarily consist of accrued tenant reimbursable expenses and other tenant receivables. Receivables related to income property tenants totaled $
The collectability of the aforementioned receivables shall be considered and adjusted through an allowance for doubtful accounts which is included in income property revenue on the consolidated statements of operations. As of March 31, 2026 and December 31, 2025, the Company’s allowance for doubtful accounts totaled $
Purchase Accounting for Acquisitions of Real Estate Subject to a Lease
Investments in real estate are carried at cost less accumulated depreciation and amortization and impairment losses, if any. The cost of investments in real estate reflects their purchase price or development cost. We evaluate each acquisition transaction to determine whether the acquired asset meets the definition of a business. Under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, an acquisition does not qualify as a business when there is no substantive process acquired or substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets or the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. Transaction costs related to acquisitions that are asset acquisitions are capitalized as part of the cost basis of the acquired assets, while transaction costs for acquisitions that are deemed to be acquisitions of a business are expensed as incurred. Improvements and replacements are capitalized when they extend the useful life or improve the productive capacity of the asset. Costs of repairs and maintenance are expensed as incurred.
In accordance with FASB guidance, the fair value of the real estate acquired with in-place leases is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs, based in each case on their relative fair values. In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value. The capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. The capitalized below-market lease values are amortized as an increase to rental income over the initial term unless management believes the lease includes bargain renewal options that are likely to be exercised, in which case the Company includes such renewal periods in the amortization period utilized. The Company considers both qualitative and quantitative factors in considering if a lease contains a bargain renewal option and the likelihood of a tenant exercising such option. The value of in-place leases and leasing costs are amortized to expense over the remaining non-cancelable periods of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be written off.
The Company incurs costs related to the development and leasing of its properties. Such costs include, but are not limited to, tenant improvements, leasing commissions, rebranding, facility expansion and other capital improvements, and are included in construction in progress during the development period. When a construction project is considered to be substantially complete, the capitalized costs are reclassified to the appropriate real estate asset and depreciation begins. The Company assesses the level of construction activity to determine the amount, if any, of interest expense to be capitalized to the underlying construction projects.
12
Assets Held for Sale
Investments in real estate which are determined to be “held for sale” pursuant to FASB Topic 360-10, Property, Plant, and Equipment are reported separately on the consolidated balance sheets at the lesser of carrying value or fair value, less costs to sell. Real estate investments classified as held for sale are not depreciated.
Sales of Real Estate
When income properties are disposed of, the related cost basis of the real estate, intangible lease assets, and intangible lease liabilities, net of accumulated depreciation and/or amortization, and any accrued straight-line rental income balance for the underlying operating leases are removed, and gains or losses from the dispositions are reflected in net income within gain (loss) on disposition of assets. In accordance with the FASB guidance, gains or losses on sales of real estate are generally recognized using the full accrual method.
Gains and losses on land sales, in addition to the sale of subsurface interests and mitigation credits, are accounted for as required by FASB ASC Topic 606, Revenue from Contracts with Customers. The Company recognizes revenue from such sales when the Company transfers the promised goods in the contract based on the transaction price allocated to the performance obligations within the contract. As market information becomes available, the underlying cost basis is analyzed and recorded at the lower of cost or market.
Income Taxes
The Company elected to be taxed as a REIT for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”) commencing with its taxable year ended December 31, 2020. The Company believes that, commencing with such taxable year, it has been organized and has operated in such a manner as to qualify for taxation as a REIT under the U.S. federal income tax laws. The Company intends to continue to operate in such a manner. As a REIT, the Company will be subject to U.S. federal and state income taxation at corporate rates on its net taxable income; the Company, however, may claim a deduction for the amount of dividends paid to its stockholders. Amounts distributed as dividends by the Company will be subject to taxation at the stockholder level only. While the Company must distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, to qualify as a REIT, the Company intends to distribute all of its net taxable income. The Company is allowed certain other non-cash deductions or adjustments, such as depreciation expense, when computing its REIT taxable income and distribution requirement. These deductions permit the Company to reduce its dividend payout requirement under U.S. federal income tax laws. Certain states may impose minimum franchise taxes. To comply with certain REIT requirements, the Company holds certain of its non-REIT assets and operations through a TRS and subsidiaries of a TRS, which are subject to applicable U.S. federal, state and local corporate income tax on their taxable income. As of January 1, 2024, the Company owns
The Company uses the asset and liability method to account for income taxes for the Company’s TRS. 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 19, “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,
Concentration of Credit Risk
Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents.
13
The Company also has certain concentrations that make up more than 10% of our income property portfolio, as described below:
| ● | Square Footage Concentrations. As of March 31, 2026, a total of |
| ● | Tenant Concentrations. We did not have any tenants that accounted for more than 10% of total revenues during the three months ended March 31, 2026 or 2025. |
| ● | Base Rent Concentrations. A total of |
Recent Accounting Developments
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) which requires additional disclosures regarding a public company’s expenses and addresses requests from investors for more detailed information about the types of expenses (e.g., purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (e.g., cost of sales; selling, general, and administrative (SG&A); and research and development (R&D)). ASU 2024-03 is
NOTE 3. INCOME PROPERTIES
Leasing revenue consists of long-term rental revenue from retail, office, and commercial income properties, which is recognized as earned, using the straight-line method over the life of each lease. Lease payments below include straight-line base rental revenue as well as the non-cash accretion of above and below market lease amortization. The variable lease payments are primarily comprised of percentage rents, reimbursements from tenants for common area maintenance, insurance, real estate taxes, other operating expenses, and termination fee payments.
The components of leasing revenue are as follows (in thousands):
Three Months Ended March 31, | |||||
2026 | 2025 | ||||
Leasing Revenue | |||||
Lease Payments | $ | | $ | | |
Variable Lease Payments | | | |||
$ | | $ | | ||
14
Minimum future base rental receipts under non-cancelable operating leases, excluding percentage rent and other lease payments that are not fixed and determinable, having remaining terms in excess of one year subsequent to March 31, 2026, are summarized as follows (in thousands):
Year Ending December 31, | | Amounts | |
Remainder of 2026 | $ | | |
2027 | | ||
2028 | | ||
2029 | | ||
2030 | | ||
2031 | | ||
2032 and Thereafter (Cumulative) | | ||
Total | $ | | |
2026 Acquisitions. During the three months ended March 31, 2026, the Company acquired Palms Crossing, an open-air shopping center located in McAllen, TX, for a purchase price of $
2025 Acquisitions. During the three months ended March 31, 2025, the Company acquired Ashley Park, a shopping center located in Newnan, GA, for a purchase price of $
2026 and 2025 Dispositions.
NOTE 4. COMMERCIAL LOANS AND INVESTMENTS
Our investments in commercial loans or similarly structured investments, such as preferred equity, mezzanine loans or other subordinated debt, have been and are expected to continue to be secured by real estate or the borrower’s pledge of its ownership interest in the entity that owns the real estate. The investments are associated with commercial real estate located in the United States, 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.
2026 Activity. During the three months ended March 31, 2026, the Company’s $
2025 Activity. During the three months ended March 31, 2025,
Other Activity. Certain commercial loans and investments outstanding as of March 31, 2026 required determinations, at origination, related to variable interest entity matters as described herein:
15
| ● | Series A Preferred Investment. On July 11, 2024, the Company funded $ |
The Company’s commercial loans and investments were comprised of the following at March 31, 2026 (in thousands):
Description | | Date of Investment | | Maturity Date | | Original Face Amount | | Current Face Amount | | Carrying Value | | Coupon Rate | |||
Mortgage Note – Founders Square – Dallas, TX | March 2023 | March 2027 | | | | ||||||||||
Series A Preferred Investment | July 2024 | July 2029 | | | | ||||||||||
Construction Loan - Rivana - Herndon, VA (1) | September 2024 | September 2028 | | | | ||||||||||
Construction Loan - Whole Foods - Forsyth, GA | November 2024 | May 2027 | | | | ||||||||||
Mortgage Note - Mainstreet - Daytona Beach, FL | August 2025 | August 2030 | | | | ||||||||||
$ | | $ | | $ | | ||||||||||
CECL Reserve | ( | ||||||||||||||
Total Commercial Loans and Investments | $ | | |||||||||||||
| (1) | Amounts funded prior to December 31, 2025 carry a coupon rate of |
The Company’s commercial loans and investments were comprised of the following at December 31, 2025 (in thousands):
Description | | Date of Investment | | Maturity Date | | Original Face Amount | | Current Face Amount | | Carrying Value | | Coupon Rate | |||
Preferred Investment – Watters Creek – Allen, TX | April 2022 | April 2026 | $ | | $ | | $ | | |||||||
Mortgage Note – Founders Square – Dallas, TX (1) | March 2023 | March 2027 | | | | ||||||||||
Series A Preferred Investment | July 2024 | July 2029 | | | | ||||||||||
Construction Loan - Rivana - Herndon, VA (2) | September 2024 | September 2028 | | | | ||||||||||
Construction Loan - Whole Foods - Forsyth, GA | November 2024 | May 2027 | | | | ||||||||||
Mortgage Note - Mainstreet - Daytona Beach, FL | August 2025 | August 2030 | | | | ||||||||||
$ | | $ | | $ | | ||||||||||
CECL Reserve | ( | ||||||||||||||
Total Commercial Loans and Investments | $ | | |||||||||||||
| (1) | Coupon rate increased to |
| (2) | Future draws funded will have a |
The carrying value of the commercial loans and investments portfolio at March 31, 2026 and December 31, 2025 consisted of the following (in thousands):
As of | ||||||
| March 31, 2026 | | December 31, 2025 | |||
Current Face Amount | $ | | $ | | ||
Unaccreted Origination Fees | ( | ( | ||||
Unaccreted Exit Fees | ( | ( | ||||
CECL Reserve | ( | ( | ||||
Total Commercial Loans and Investments | $ | | $ | | ||
16
NOTE 5. MANAGEMENT SERVICES BUSINESS
The Company’s management fee income is within the scope of FASB ASC Topic 606, Revenue from Contracts with Customers. Management fee income is recognized as revenue over time, over the period the services are performed.
Related Party Management of Alpine Income Property Trust. Pursuant to the Company’s management agreement with PINE, the Company generates a base management fee equal to
The Company earned management fees from PINE of $
The following table represents amounts due from PINE as of March 31, 2026 and December 31, 2025 which are included in other assets on the consolidated balance sheets (in thousands):
As of | ||||||
Description | | March 31, 2026 | December 31, 2025 | |||
Management Services Fee Due From PINE | $ | | $ | | ||
Dividend Receivable | | | ||||
Other | | | ||||
Total | $ | | $ | | ||
On November 26, 2019, as part of PINE’s IPO, the Company sold PINE
From time to time following PINE’s IPO, the Company’s Board of Directors has authorized the purchase by the Company of additional shares of common stock of PINE. Pursuant to these authorizations, the Company has purchased
As of March 31, 2026, the Company owns, in the aggregate,
Portfolio Management Agreement. On December 4, 2023, the Company entered into an asset management agreement with a third party to manage a portfolio of multi-tenant and single-tenant assets (the “Portfolio Management Agreement”). Although the Company has no direct relationship with the third party, PINE is a lender to the third-party pursuant to a mortgage note originated by PINE which is secured by the portfolio. The Company receives (or expects to receive) asset management fees, disposition management fees, leasing commissions, and other fees related to the Company’s management and administration of the portfolio pursuant to the Portfolio Management Agreement. The Company also entered into a revenue sharing agreement with PINE whereby PINE will receive the portion of fees earned
17
by the Company under the Portfolio Management Agreement which are attributable to the single tenant properties within the portfolio. Pursuant to the Portfolio Management Agreement, which is included in management fee income on the Company’s consolidated statements of operations, the Company recognized $
Asset Management Agreement. The Company receives management and other fees pursuant to a subsurface management agreement. The Company recognized less than $
NOTE 6. INVESTMENT SECURITIES
As of March 31, 2026, the Company owns, in the aggregate and on a fully diluted basis,
The Company calculates the unrealized gain or loss based on the closing stock price of PINE at each respective balance sheet date. The unrealized, non-cash gains and losses resulting from the changes in the closing stock price of PINE are included in investment and other income (loss) in the accompanying consolidated statements of operations.
The Company’s available-for-sale securities as of March 31, 2026 and December 31, 2025 are summarized below (in thousands):
| Cost | | Unrealized Gains in | | Unrealized | | Estimated | |||||
March 31, 2026 | ||||||||||||
Common Stock | $ | | $ | — | $ | ( | $ | | ||||
Operating Units | | — | ( | | ||||||||
Total Equity Securities | $ | | $ | — | $ | ( | $ | | ||||
December 31, 2025 | ||||||||||||
Common Stock | $ | | $ | — | $ | ( | $ | | ||||
Operating Units | | — | ( | | ||||||||
Total Equity Securities | $ | | $ | — | $ | ( | $ | | ||||
NOTE 7. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents the carrying value and estimated fair value of the Company’s financial instruments not carried at fair value on the consolidated balance sheets at March 31, 2026 and December 31, 2025 (in thousands):
March 31, 2026 | December 31, 2025 | |||||||||||
| Carrying Value | | Estimated Fair Value | | Carrying Value | | Estimated Fair Value | |||||
Cash and Cash Equivalents - Level 1 | $ | | $ | | $ | | $ | | ||||
Restricted Cash - Level 1 | $ | | $ | | $ | | $ | | ||||
Commercial Loans and Investments - Level 2 | $ | | $ | | $ | | $ | | ||||
Long-Term Debt - Level 2 | $ | | $ | | $ | | $ | | ||||
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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.
Fair Value at Reporting Date Using | ||||||||||||
Fair Value | | Quoted Prices in Active Markets for Identical Assets | | Significant Other Observable Inputs | | Significant Unobservable Inputs | ||||||
March 31, 2026 | ||||||||||||
Cash Flow Hedge - 2027 Term Loan Interest Rate Swaps | $ | | | $ | — | | $ | | | $ | — | |
Cash Flow Hedge - 2028 Term Loan Interest Rate Swaps | $ | ( | | $ | — | | $ | ( | | $ | — | |
Cash Flow Hedge - 2029 Term Loan Interest Rate Swaps | $ | | | $ | — | | $ | | | $ | — | |
Cash Flow Hedge - 2030 Term Loan Interest Rate Swaps | $ | | | $ | — | | $ | | | $ | — | |
Cash Flow Hedge - Credit Facility Interest Rate Swaps | $ | ( | | $ | — | | $ | ( | | $ | — | |
Investment Securities | $ | | | $ | | | $ | — | | $ | — | |
December 31, 2025 | ||||||||||||
Cash Flow Hedge - 2027 Term Loan Interest Rate Swaps | $ | | | $ | — | | $ | | | $ | — | |
Cash Flow Hedge - 2028 Term Loan Interest Rate Swaps | $ | ( | | $ | — | | $ | ( | | $ | — | |
Cash Flow Hedge - 2029 Term Loan Interest Rate Swaps | $ | ( | | $ | — | | $ | ( | | $ | — | |
Cash Flow Hedge - 2030 Term Loan Interest Rate Swaps | $ | ( | $ | — | $ | ( | $ | — | ||||
Cash Flow Hedge - Credit Facility Interest Rate Swaps | $ | ( | | $ | — | $ | ( | $ | — | |||
Investment Securities | $ | | | $ | | | $ | — | | $ | — | |
NOTE 8. INTANGIBLE ASSETS AND LIABILITIES
Intangible assets and liabilities consist of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs, based in each case on their fair values.
As of | ||||||
| March 31, | | December 31, | |||
Intangible Lease Assets: | ||||||
Value of In-Place Leases | $ | | $ | | ||
Value of Above Market In-Place Leases | | | ||||
Value of Intangible Leasing Costs | | | ||||
Sub-total Intangible Lease Assets | | | ||||
Accumulated Amortization | ( | ( | ||||
Sub-total Intangible Lease Assets—Net | | | ||||
Intangible Lease Liabilities: | ||||||
Value of Below Market In-Place Leases | ( | ( | ||||
Sub-total Intangible Lease Liabilities | ( | ( | ||||
Accumulated Amortization | | | ||||
Sub-total Intangible Lease Liabilities—Net | ( | ( | ||||
Total Intangible Assets and Liabilities—Net | $ | | $ | | ||
19
The following table reflects the net amortization of intangible assets and liabilities during the three months ended March 31, 2026 and 2025 (in thousands):
Three Months Ended March 31, | ||||||
2026 | 2025 | |||||
Amortization Expense | $ | | $ | | ||
Accretion to Income Properties Revenue | ( | ( | ||||
Net Amortization of Intangible Assets and Liabilities | $ | | $ | | ||
Amortization expense and accretion to income properties revenue for the three months ended March 31, 2026 includes $
The estimated future amortization expense (income) related to net intangible assets and liabilities is as follows (in thousands):
As of March 31, 2026 | | Future Amortization Expense | | Future Accretion to Income Property Revenue | | Net Future Amortization of Intangible Assets and Liabilities | |||
Remainder of | $ | | $ | ( | $ | | |||
2027 | | ( | | ||||||
2028 | | ( | | ||||||
2029 | | ( | | ||||||
2030 | | ( | | ||||||
2031 | | ( | | ||||||
2032 and Thereafter | | ( | | ||||||
Total | $ | | $ | ( | $ | | |||
As of March 31, 2026, the weighted average amortization period of total intangible assets and liabilities was
NOTE 9. PROVISION FOR IMPAIRMENT AND ADJUSTMENT TO CECL RESERVE
Income Properties. There were
Commercial Loans and Investments. During the three months ended March 31, 2026, the Company recorded $
20
NOTE 10. OTHER ASSETS
Other assets consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands):
As of | ||||||
| March 31, 2026 | | December 31, 2025 | |||
Income Property Tenant Receivables, Net of Allowance for Doubtful Accounts (1) | $ | | $ | | ||
Income Property Straight-line Rent Adjustment | | | ||||
Income Property Leasing Commissions and Costs, Net | | | ||||
| | |||||
Cash Flow Hedge - Interest Rate Swap | | | ||||
Prepaid Expenses, Deposits, and Other | | | ||||
Due from Alpine Income Property Trust, Inc. | | | ||||
Financing Costs, Net of Accumulated Amortization | | | ||||
Total Other Assets | $ | | $ | | ||
(1) | Allowance for doubtful accounts was $ |
NOTE 11. EQUITY
SHELF REGISTRATION
On October 11, 2022, the Company filed a shelf registration statement on Form S-3, relating to the registration and potential issuance of its common stock, preferred stock, debt securities, warrants, rights, and units with a maximum aggregate offering price of up to $
On October 16, 2024, the Company filed a new shelf registration statement on Form S-3, relating to the registration and potential issuance of its common stock, preferred stock, debt securities, warrants, rights, and units with a maximum aggregate offering price of up to $
EQUITY OFFERING
On December 5, 2022, the Company completed a follow-on public offering of
ATM PROGRAM
On April 30, 2021, the Company implemented a $
On October 28, 2022, the Company implemented a $
21
In the aggregate, under the 2021 ATM Program and 2022 ATM Program, during the year ended December 31, 2022, the Company sold
On November 12, 2024, the Company implemented a $
PREFERRED STOCK
On June 28, 2021, the Company priced a public offering of
discount and expenses.
On April 4, 2024, the Company priced a public offering of
On August 23, 2024, the Company implemented a $
The Series A Preferred Stock ranks senior to the Company’s common stock with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company. The Series A Preferred Stock has no maturity date and will remain outstanding unless redeemed.
The Series A Preferred Stock is not redeemable by the Company prior to July 6, 2026 except under limited circumstances intended to preserve the Company’s qualification as a REIT for U.S. federal income tax purposes or upon the occurrence of a change of control, as defined in the Articles Supplementary designating the Series A Preferred Stock (the “Articles Supplementary”). Upon such change in control, the Company may redeem, at its election, the Series A Preferred Stock at a redemption price of $
22
See Note 13, “Share Repurchases” for the Company’s Series A Preferred Stock repurchase activity.
DIVIDENDS
The Company elected to be taxed as a REIT for U.S. federal income tax purposes under the Code commencing with its taxable year ended December 31, 2020. In order to maintain its qualification as a REIT, the Company must annually distribute, at a minimum, an amount equal to 90% of its taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains, and must distribute 100% of its taxable income (including net capital gains) to eliminate U.S. federal income taxes payable by the Company. Because taxable income differs from cash flow from operations due to non-cash revenues and expenses (such as depreciation and other items), in certain circumstances, the Company may generate operating cash flow in excess of its dividends, or alternatively, may need to make dividend payments in excess of operating cash flows.
The following table outlines dividends declared and paid for the Series A Preferred Stock and the Company’s common stock during the three months ended March 31, 2026 and 2025 (in thousands, except per share data):
Three Months Ended March 31, | ||||||
| 2026 | | 2025 | |||
Series A Preferred Stock | ||||||
Dividends | $ | | $ | | ||
Per Share | $ | | $ | | ||
Common Stock | ||||||
Dividends | $ | | $ | | ||
Per Share | $ | | $ | | ||
NOTE 12. COMMON STOCK AND EARNINGS PER SHARE
Basic earnings per common share is computed by dividing net income (loss) attributable to common stockholders during the period by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share is based on the assumption of the vesting of restricted stock at the beginning of each period using the treasury stock method at average cost for the periods.
The following is a reconciliation of basic and diluted earnings per common share for each of the periods presented (in thousands, except share and per share data):
Three Months Ended | ||||||
| 2026 | | 2025 | |||
Basic and Diluted Earnings: | ||||||
Net Income Attributable to Common Stockholders | $ | | $ | | ||
Basic and Diluted Shares: | ||||||
Weighted Average Shares Outstanding, Basic | | | ||||
Common Shares Applicable to Unvested Restricted Stock Using the Treasury Stock Method | | | ||||
Weighted Average Shares Outstanding, Diluted | | | ||||
Per Share Information: | ||||||
Net Income Attributable to Common Stockholders | ||||||
Basic and Diluted | $ | | $ | | ||
There were
23
NOTE 13. SHARE REPURCHASES
COMMON STOCK REPURCHASE PROGRAM
In February 2020, the Company’s Board of Directors approved a $
On February 16, 2023, the Company’s Board of Directors approved a common stock repurchase program (the “February 2023 $
On April 25, 2023, the Company’s Board of Directors approved a common stock repurchase program, (the “April 2023 $
On December 12, 2023, the Company’s Board of Directors approved a common stock repurchase program (the “December 2023 $
On September 24, 2025, the Company’s Board of Directors approved a common stock repurchase program, which is expected to be in effect until the approved dollar amount has been used to repurchase shares (the “September 2025 $
24
on the open market for a total cost of $
SERIES A PREFERRED STOCK REPURCHASE PROGRAM
On February 16, 2023, the Company’s Board of Directors approved a Series A Preferred Stock repurchase program, which is expected to be in effect until the approved dollar amount has been used to repurchase shares (the “Series A Preferred Stock Repurchase Program”). Pursuant to the Series A Preferred Stock Repurchase Program, the Company may repurchase shares of its Series A Preferred Stock for a total purchase price of up to $
NOTE 14. LONG-TERM DEBT
As of March 31, 2026, the Company’s outstanding indebtedness, at face value, was as follows (in thousands):
Face Value Debt | | Maturity Date |
| Interest Rate | | Wtd. Avg. Rate | |||||
Credit Facility (1) | $ | | January 2027 | SOFR + | |||||||
2027 Term Loan (2) | | January 2027 | SOFR + | ||||||||
2028 Term Loan (3) | | January 2028 | SOFR + | ||||||||
2029 Term Loan (4) | | September 2029 | SOFR + | ||||||||
2030 Term Loan (5) | | September 2030 | SOFR + | ||||||||
Mortgage Note Payable | | August 2026 | |||||||||
Total Long-Term Face Value Debt | $ | | |||||||||
(1) | The Company utilized interest rate swaps on $ |
(2) | The Company utilized interest rate swaps on the $ |
(3) | The Company utilized interest rate swaps on the $ |
(4) | The Company utilized interest rate swaps on the $ |
(5) | The Company utilized interest rate swaps on the $ |
25
BMO Credit Agreement. The Company has entered into a credit agreement (as amended and restated and further amended to date, the “BMO Credit Agreement”) with Bank of Montreal (“BMO”) and the other lenders thereunder, with BMO acting as the administrative agent for the lenders thereunder. The BMO Credit Agreement provides for:
| ● | a $ |
| ● | a $ |
| ● | a $ |
| ● | an accordion option that allows the Company to request additional revolving loan commitments and additional term loan commitments, provided, (a) the aggregate amount of revolving loan commitments shall not exceed $ |
As of March 31, 2026, the Revolving Credit Facility had a $
The BMO Credit Agreement contains 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 under the BMO Credit Agreement including, but not limited to, a maximum indebtedness ratio, a maximum secured indebtedness ratio, and a minimum fixed charge coverage ratio. The BMO Credit Agreement 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 BMO Credit Agreement.
KeyBank Credit Agreement. The Company has also entered into a credit agreement (as amended to date, the “KeyBank Credit Agreement”) with the lenders party thereto and KeyBank National Association, as administrative agent The KeyBank Credit Agreement provides for:
| ● | a term loan in the amount of $ |
| ● | a term loan in the amount of $ |
The KeyBank Credit Agreement is subject contains 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 under the KeyBank Credit Agreement.
Mortgage Notes Payable. On March 3, 2022, in connection with the acquisition of Price Plaza Shopping Center, the Company assumed an existing $
Long-term debt consisted of the following (in thousands):
March 31, 2026 | December 31, 2025 | ||||||||||
Total | | Due Within One Year |
| Total | | Due Within One Year | |||||
Credit Facility | $ | | $ | — | $ | | $ | — | |||
2027 Term Loan | | — | | — | |||||||
2028 Term Loan | | — | | — | |||||||
2029 Term Loan | | — | | — | |||||||
2030 Term Loan | | — | | — | |||||||
Mortgage Note Payable | | | | | |||||||
Financing Costs, net of Accumulated Amortization | ( | — | ( | — | |||||||
Total Long-Term Debt | $ | | $ | | $ | | $ | | |||
26
Payments applicable to reduction of principal amounts as of March 31, 2026 will be required as follows (in thousands):
As of March 31, | Amount | |
Remainder of 2026 | $ | |
2027 | | |
2028 | | |
2029 | | |
2030 | | |
2031 | — | |
2032 and Thereafter | — | |
Total Long-Term Debt - Face Value | $ | |
The carrying value of long-term debt as of March 31, 2026 consisted of the following (in thousands):
Total | ||
Current Face Amount | $ | |
Financing Costs, net of Accumulated Amortization | ( | |
Total Long-Term Debt | $ | |
In addition to the $
The following table reflects a summary of interest expense incurred and paid during the three months ended March 31, 2026 and 2025 (in thousands):
Three Months Ended | |||||
March 31, 2026 | March 31, 2025 | ||||
Interest Expense | $ | | $ | | |
Amortization of Deferred Financing Costs | | | |||
Amortization of Discount on Convertible Notes | — | | |||
Total Interest Expense | $ | | $ | | |
Total Interest Paid | $ | | $ | | |
The Company was in compliance with all of its debt covenants as of March 31, 2026 and December 31, 2025.
NOTE 15. INTEREST RATE SWAPS
The Company has entered into interest rate swap agreements to hedge against changes in future cash flows resulting from fluctuating interest rates related to the below noted borrowings. The interest rate agreements were
27
Hedged Item | Effective Date | Maturity Date | Rate | Amount | Fair Value as of March 31, 2026 | |||||||
2027 Term Loan | 3/29/2024 | 1/31/2027 | $ | | $ | | ||||||
2027 Term Loan (1) | 1/29/2027 | 1/30/2032 | $ | | $ | ( | ||||||
2028 Term Loan | 9/30/2022 | 1/31/2028 | $ | | $ | ( | ||||||
2028 Term Loan | 9/30/2022 | 1/31/2028 | $ | | $ | ( | ||||||
2028 Term Loan (1) | 1/31/2028 | 1/31/2033 | $ | | $ | ( | ||||||
2029 Term Loan | 1/31/2023 | 1/31/2030 | $ | | $ | | ||||||
2029 Term Loan | 1/31/2023 | 1/31/2030 | $ | | $ | | ||||||
2029 Term Loan | 1/31/2023 | 1/31/2030 | $ | | $ | | ||||||
2029 Term Loan | 3/10/2026 | 3/10/2031 | $ | | $ | ( | ||||||
2029 Term Loan | 3/10/2026 | 1/30/2030 | $ | | $ | | ||||||
2030 Term Loan | 4/30/2025 | 4/30/2030 | $ | | $ | | ||||||
2030 Term Loan | 4/30/2025 | 4/30/2030 | $ | | $ | | ||||||
2030 Term Loan | 3/10/2026 | 3/10/2031 | $ | | $ | ( | ||||||
2030 Term Loan | 3/10/2026 | 4/30/2030 | $ | | $ | | ||||||
Credit Facility | 2/1/2024 | 1/31/2028 | $ | | $ | ( | ||||||
(1) | The Company entered into forward swaps to further fix interest rates through periods that the Company reasonably expects to extend its current term loans. |
The use of interest rate swap agreements carries risks, including the risk that the counterparties to these agreements are not able to perform. To mitigate this risk, the Company enters into interest rate swap agreements with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company does not currently anticipate that any of the counterparties to the Company’s interest rate swap agreements will fail to meet their obligations. As of March 31, 2026, there were no events of default related to the Company’s interest rate swap agreements.
NOTE 16. ACCRUED AND OTHER LIABILITIES
Accrued and other liabilities consisted of the following (in thousands):
As of | ||||||
| March 31, | | December 31, | |||
Accrued Property Taxes | $ | | $ | | ||
Reserve for Tenant Improvements | | | ||||
Tenant Security Deposits | | | ||||
Accrued Construction Costs | | | ||||
Accrued Interest | | | ||||
Cash Flow Hedge - Interest Rate Swaps | | | ||||
| | |||||
Construction and Other Reserves from Commercial Loans and Investments | | | ||||
Other | | | ||||
Total Accrued and Other Liabilities | $ | | $ | | ||
28
Reserve for Tenant Improvements. In connection with recent acquisitions, the Company received an aggregate of $
Construction and Other Reserves from Commercial Loans and Investments. In connection with certain of the Company’s commercial loan investments, the borrower has deposited real estate tax and/or construction reserves in accounts held by the Company. Those accounts balances are included in restricted cash on the Company’s consolidated balance sheets with the corresponding liability recorded in accrued and other liabilities as seen above.
NOTE 17. DEFERRED REVENUE
Deferred revenue consisted of the following (in thousands):
As of | ||||||
| March 31, | | December 31, | |||
Prepaid Rent | $ | | $ | | ||
Interest Reserve from Commercial Loans and Investments | | | ||||
Tenant Contributions | | | ||||
Total Deferred Revenue | $ | | $ | | ||
Interest Reserve from Commercial Loans and Investments. In connection with certain of the Company’s commercial loan investments, the borrower has deposited interest reserves in accounts held by the Company. Those accounts balances are included in restricted cash on the Company’s consolidated balance sheets with the corresponding liability recorded in deferred revenue as seen above. Pursuant to each respective agreement, interest reserves are either (i) utilized to fund the monthly interest due on the loan or (ii) maintained throughout the term of the loan.
NOTE 18. 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, 2026 is presented below.
Type of Award | | Shares Outstanding at 1/1/2026 | | Granted Shares | Vested / Exercised Shares | Expired Shares | Forfeited Shares | | Shares Outstanding at 3/31/2026 | |||||||||
Equity Classified - Performance Share Awards - Peer Group Market Condition Vesting | | | ( | — | — | | ||||||||||||
Equity Classified - Three Year Vest Restricted Shares | | | ( | — | ( | | ||||||||||||
Total Shares | | | ( | — | ( | | ||||||||||||
Amounts recognized in the financial statements for stock-based compensation are as follows (in thousands):
Three Months Ended | ||||||
| March 31, 2026 | | March 31, 2025 | |||
Total Cost of Share-Based Plans Charged Against Income | $ | | $ | | ||
29
EQUITY-CLASSIFIED STOCK COMPENSATION
Performance Share Awards – Peer Group Market Condition Vesting
Performance shares have been granted to certain employees under the Fifth Amended and Restated CTO Realty Growth, Inc. 2010 Equity Incentive Plan (the “2010 Plan”). The performance share awards entitle the recipient to receive, upon the vesting thereof, shares of common stock of the Company equal to between
The Company used a Monte Carlo simulation pricing model to determine the fair value of its awards that are based on market conditions. The determination of the fair value of market condition-based awards is affected by the Company’s stock price as well as assumptions regarding a number of other variables. These variables include expected stock price volatility over the requisite performance term of the awards, the relative performance of the Company’s stock price and stockholder returns to companies in its peer group, annual dividends, and a risk-free interest rate assumption. Compensation cost is recognized regardless of the achievement of the market conditions, provided the requisite service period is met.
As of March 31, 2026, there was $
A summary of the activity for these awards during the three months ended March 31, 2026 is presented below:
Performance Shares With Market Conditions | | Shares | Wtd. Avg. Fair Value Per Share | |||
Non-Vested at January 1, 2026 | | $ | | |||
Granted | | $ | | |||
Vested | ( | $ | | |||
Expired | — | — | ||||
Forfeited | — | — | ||||
Non-Vested at March 31, 2026 | | $ | | |||
Restricted Shares
Restricted shares have been granted to certain employees under the 2010 Plan. Certain of the restricted shares vest on each of the first, second, and third anniversaries of January 28 of the applicable year provided the grantee is an employee of the Company on those dates. In addition, any unvested portion of the restricted shares will vest upon a change in control. The Company granted a total of
The Company’s determination of the fair value of the restricted stock awards was calculated by multiplying the number of shares issued by the Company’s stock price at the grant date. Compensation cost is recognized on a straight-line basis over the applicable vesting period.
As of March 31, 2026, there was $
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A summary of the activity for these awards during the three months ended March 31, 2026 is presented below:
Non-Vested Restricted Shares | | Shares | | Wtd. Avg. Fair Value Per Share | ||
Non-Vested at January 1, 2026 | | $ | | |||
Granted | | $ | | |||
Vested | ( | $ | | |||
Expired | — | — | ||||
Forfeited | ( | $ | | |||
Non-Vested at March 31, 2026 | | $ | | |||
NON-EMPLOYEE DIRECTOR STOCK COMPENSATION
Each member of the Company’s Board of Directors has the option to receive his or her annual cash retainer and applicable committee retainers 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, by (ii) the trailing
Each non-employee director serving as of the beginning of each calendar year shall receive an annual award of the Company’s common stock. The value of such award totaled $
During the three months ended March 31, 2026 and 2025, the expense recognized for the value of the Company’s common stock received by non-employee directors totaled $
NOTE 19. INCOME TAXES
The Company elected to be taxed as a REIT for U.S. federal income tax purposes, commencing with its taxable year ended December 31, 2020. The Company believes that, commencing with such taxable year, it has been organized and has operated in such a manner as to qualify for taxation as a REIT under the U.S. federal income tax laws. The Company intends to continue to operate in such a manner. As a REIT, the Company will be subject to U.S. federal and state income taxation at corporate rates on its net taxable income; the Company, however, may claim a deduction for the amount of dividends paid to its stockholders. Amounts distributed as dividends by the Company will be subject to taxation at the stockholder level only. While the Company must distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, to qualify as a REIT, the Company intends to distribute all of its net taxable income. The Company is allowed certain other non-cash deductions or adjustments, such as depreciation expense, when computing its REIT taxable income and distribution requirement. These deductions permit the Company to reduce its dividend payout requirement under U.S. federal income tax laws. Certain states may impose minimum franchise taxes. To comply with certain REIT requirements, the Company holds certain of its non-REIT assets and operations through TRSs and subsidiaries of TRSs, which are subject to applicable U.S. federal, state and local corporate income tax on their taxable income. For the taxable years ending December 31, 2026 and 2025, the Company owns
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As a result of the Company’s election to be taxed as a REIT, during the year ended December 31, 2020, an $
NOTE 20. 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 legal proceedings cannot be predicted with certainty, the Company is not currently a party to any pending or threatened legal proceedings that we believe could have a material adverse effect on the Company’s business or financial condition.
Contractual Commitments – Expenditures
The Company has committed to fund the following capital improvements. The improvements, which are related to several properties, are estimated to be generally completed within twelve months. These commitments, as of March 31, 2026, are as follows (in thousands):
As of March 31, 2026 | |||
Total Commitment (1) | $ | | |
Less Amount Funded | ( | ||
Remaining Commitment | $ | | |
| (1) | Commitment includes tenant improvements, leasing commissions, rebranding, facility expansion and other capital improvements. |
The Company has unfunded loan commitments under
NOTE 21. BUSINESS SEGMENT DATA
The Company operates in
Our income property operations consist of income-producing properties, and our business plan is focused on investing in additional income-producing properties. Our income property operations accounted for
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Information about the Company’s operations in different segments for the three months ended March 31, 2026 is as follows (in thousands):
| Income Properties | | Management Services | | Commercial Loans and Investments | Total | ||||||
Revenues: | ||||||||||||
Income Properties | $ | | $ | — | $ | — | $ | | ||||
Management Fee Income | — | | — | | ||||||||
Interest Income From Commercial Loans and Investments | — | — | | | ||||||||
Total Revenues for Reportable Segments | $ | | $ | | $ | | $ | | ||||
Operating Expenses: | ||||||||||||
Income Properties | $ | ( | $ | — | $ | — | $ | ( | ||||
Total Revenues Less Direct Costs of Revenues | $ | | $ | | $ | | $ | | ||||
Provision for Impairment and Adjustment to CECL Reserve | — | — | | | ||||||||
Depreciation and Amortization - Real Estate | ( | — | — | ( | ||||||||
Total Revenues Less Operating Expenses for Reportable Segments | $ | | $ | | $ | | $ | | ||||
Gain on Disposition of Assets | — | — | — | — | ||||||||
Net Income From Operations for Reportable Segments | $ | | $ | | $ | | $ | | ||||
Reconciliation to Consolidated Net Income | ||||||||||||
General and Administrative Expenses | ( | |||||||||||
Investment and Other Income | | |||||||||||
Interest Expense | ( | |||||||||||
Depreciation and Amortization - Other | ( | |||||||||||
Net Income Before Income Tax Expense | $ | | ||||||||||
Income Tax Expense | ( | |||||||||||
Net Income Attributable to the Company | $ | | ||||||||||
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Information about the Company’s operations in different segments for the three months ended March 31, 2025 is as follows (in thousands):
| Income Properties | | Management Services | | Commercial Loans and Investments | Total | ||||||
Revenues: | ||||||||||||
Income Properties | $ | | $ | — | $ | — | $ | | ||||
Management Fee Income | — | | — | | ||||||||
Interest Income From Commercial Loans and Investments | — | — | | | ||||||||
Total Revenues for Reportable Segments | $ | | $ | | $ | | $ | | ||||
Operating Expenses: | ||||||||||||
Income Properties | $ | ( | $ | — | $ | — | $ | ( | ||||
Total Revenues Less Direct Costs of Revenues | $ | | $ | | $ | | $ | | ||||
Provision for Impairment | — | — | — | — | ||||||||
Depreciation and Amortization - Real Estate | ( | — | — | ( | ||||||||
Total Revenues Less Operating Expenses for Reportable Segments | $ | | $ | | $ | | $ | | ||||
Gain on Disposition of Assets | — | — | — | — | ||||||||
Net Income From Operations for Reportable Segments | $ | | $ | | $ | | $ | | ||||
Reconciliation to Consolidated Net Income | ||||||||||||
General and Administrative Expenses | ( | |||||||||||
Investment and Other Income | | |||||||||||
Interest Expense | ( | |||||||||||
Depreciation and Amortization - Other | ( | |||||||||||
Net Income Before Income Tax Expense | $ | | ||||||||||
Income Tax Expense | ( | |||||||||||
Net Income Attributable to the Company | $ | | ||||||||||
Capital expenditures of each segment for the three months ended March 31, 2026 and 2025 are as follows (in thousands):
For the Three Months Ended | ||||||
March 31, 2026 | March 31, 2025 | |||||
Capital Expenditures: | ||||||
Income Properties | $ | | $ | | ||
Commercial Loans and Investments | | | ||||
Corporate and Other | — | | ||||
Total Capital Expenditures | $ | | $ | | ||
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Identifiable assets of each segment as of March 31, 2026 and December 31, 2025 are as follows (in thousands):
As of | ||||||
| March 31, 2026 | | December 31, 2025 | |||
Identifiable Assets: | ||||||
Income Properties | $ | | $ | | ||
Management Services | | | ||||
Commercial Loans and Investments | | | ||||
Corporate and Other | | | ||||
Total Assets | $ | | $ | | ||
Identifiable assets by segment are those assets that are used in the Company’s operations in each segment. Corporate and other assets consist primarily of cash and restricted cash, property, plant, and equipment related to the other operations, as well as the general and corporate operations.
NOTE 22. ASSETS HELD FOR SALE
The Company had
As of March 31, 2026 | |||
Real Estate—Net | $ | | |
Intangible Lease Assets—Net | | ||
Other Assets | | ||
Intangible Lease Liabilities—Net | ( | ||
Total Assets Held for Sale | $ | | |
NOTE 23. SUBSEQUENT EVENTS
Subsequent events and transactions were evaluated through April 28, 2026, the date the consolidated financial statements were issued. The following subsequent events occurred:
| ● | On April 17, 2026, the Company completed a preferred equity investment whereby the Company contributed $ |
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
When we refer to “we,” “us,” “our,” or “the Company,” we mean CTO Realty Growth, Inc. and its consolidated subsidiaries. References to “Notes to Financial Statements” refer to the Notes to the Consolidated Financial Statements of CTO Realty Growth, Inc. included in this Quarterly Report on Form 10-Q. Some of the comments we make in this section are forward-looking statements within the meaning of the federal securities laws. For a discussion of forward-looking statements, see the section below entitled “Special Note Regarding Forward-Looking Statements.” Certain factors that could cause actual results or events to differ materially from those the Company anticipates or projects are described in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Special Note Regarding Forward-Looking Statements
Statements contained in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Also, when the Company uses any of the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” or similar expressions, the Company is making forward-looking statements. Management believes the expectations reflected in such forward-looking statements are based upon present expectations and reasonable assumptions. However, the Company’s actual results could differ materially from those set forth in the forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise such forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. The risks and uncertainties that could cause our actual results to differ materially from those presented in our forward-looking statements, include, but are not limited to, the following:
• | we are subject to risks related to the ownership of commercial real estate that could affect the performance and value of our properties; |
• | our business is dependent upon our tenants and borrowers successfully operating their businesses, and their failure to do so could materially and adversely affect us; |
• | competition that traditional retail tenants face from e-commerce retail sales, or the integration of brick and mortar stores with e-commerce retail operators, could adversely affect our business; |
• | we operate in a highly competitive market for the acquisition of income properties and more established entities or other investors may be able to compete more effectively for acquisition opportunities than we can; |
•we may be unable to successfully execute on asset acquisitions or dispositions;
• | the loss of revenues from our income property portfolio or certain tenants or borrowers would adversely impact our results of operations and cash flows; |
• | our revenues include receipt of management fees and potentially incentive fees derived from our provision of management services to Alpine Income Property Trust, Inc. (“PINE”) and the loss or failure, or decline in the business or assets, of PINE could substantially reduce our revenues; |
• | there are various potential conflicts of interest in our relationship with PINE, including our executive officers and/or directors who are also officers and/or directors of PINE, which could result in decisions that are not in the best interest of our stockholders; |
• | a prolonged downturn in economic conditions could adversely impact our business, particularly with regard to our ability to maintain revenues from our income-producing assets; |
• | a part of our investment strategy is focused on investing in commercial loans and investments which may involve credit risk or the risk that our borrowers will fail to pay scheduled contractual payments to us when due; |
• | we may suffer losses when a borrower defaults on a loan and the value of the underlying collateral is less than the amount due; |
•the Company’s real estate investments are generally illiquid;
• | if we are not successful in utilizing the Section 1031 like-kind exchange structure in deploying the proceeds from dispositions of income properties, or our Section 1031 like-kind exchange transactions are disqualified, we could incur significant taxes and our results of operations and cash flows could be adversely impacted; |
• | the Company may be unable to obtain debt or equity capital on favorable terms, if at all, or additional borrowings may impact our liquidity or ability to monetize any assets securing such borrowings; |
• | servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to service or pay our debt; |
• | our operations and properties could be adversely affected in the event of natural disasters, pandemics, or other significant disruptions; |
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• | we may encounter environmental problems which require remediation or the incurrence of significant costs to resolve, which could adversely impact our financial condition, results of operations, and cash flows; |
• | failure to remain qualified as real estate investment trust (“REIT”) for U.S. federal income tax purposes would cause us to be taxed as a regular corporation, which would substantially reduce funds available for distribution to stockholders; |
•the risk that the REIT requirements could limit our financial flexibility;
•our limited experience operating as a REIT;
• | our ability to pay dividends consistent with the REIT requirements, and expectations as to timing and amounts of such dividends; |
•the ability of our board of directors (the “Board”) to revoke our REIT status without stockholder approval;
•our exposure to changes in U.S. federal and state income tax laws, including changes to the REIT requirements;
• | general business and economic conditions, including unstable macroeconomic conditions due to, among other things, political unrest and economic uncertainty due to terrorism or war, inflation, higher interest rates, tariffs and international trade policies and distress in the banking sector; and |
• | an epidemic or pandemic, and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, may precipitate or materially exacerbate one or more of the above-mentioned and/or other risks and may significantly disrupt or prevent us from operating our business in the ordinary course for an extended period. |
The Company describes the risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors” (Part II, Item 1A of this Quarterly Report on Form 10-Q and Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025), “Quantitative and Qualitative Disclosures about Market Risk” (Part I, Item 3 of this Quarterly Report on Form 10-Q), and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part I, Item 2 of this Quarterly Report on Form 10-Q).
OVERVIEW
We are a publicly traded, self-managed equity REIT that focuses on the ownership, management, and repositioning of high-quality retail and mixed-use properties located primarily in what we believe to be faster growing, business-friendly markets exhibiting accommodative business tax policies, outsized relative job and population growth, and where retail demand exceeds supply. We have pursued our investment strategy by investing primarily through fee simple ownership of our properties, commercial loans and preferred equity.
As of March 31, 2026, we own and manage, sometimes utilizing third-party property management companies, 22 commercial real estate properties in seven states in the United States, comprising 5.9 million square feet of gross leasable space:
Management Services: A fee-based management business that is engaged in managing PINE, as well as a portfolio of assets pursuant to the Portfolio Management Agreement (hereinafter defined), and a portfolio of subsurface interests, as further described in Note 5, “Management Services Business”.
Commercial Loans and Investments: A portfolio of four commercial loan investments and one preferred equity investment which is classified as a commercial loan investment.
Investment in PINE: Our business also includes our investment in PINE. As of March 31, 2026, the fair value of our investment totaled $44.5 million, or 14.0% of PINE’s outstanding equity, including the units of limited partnership interest (“OP Units”) we hold in Alpine Income Property OP, LP (the “PINE Operating Partnership”), which are redeemable for cash, based upon the value of an equivalent number of shares of PINE common stock at the time of the redemption, or shares of PINE common stock on a one-for-one basis, at PINE’s election. Our investment in PINE generates investment income through the dividends distributed by PINE. In addition to the dividends we receive from PINE, our investment in PINE may benefit from any appreciation in PINE’s stock price, although no assurances can be provided that such appreciation will occur, the amount by which our investment will increase in value, or the timing thereof. Any dividends received from PINE are included in investment and other income (loss) on the accompanying consolidated statements of operations.
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Our strategy for investing in income-producing properties is focused on factors including, but not limited to, long-term real estate fundamentals and target markets, including markets we believe to be faster growing, business-friendly markets exhibiting accommodative business tax policies, outsized relative job and population growth. We employ a methodology for evaluating targeted investments in income-producing properties which includes an evaluation of: (i) the attributes of the real estate (e.g. location, market demographics, comparable properties in the market, etc.); (ii) an evaluation of the existing tenant(s) (e.g. creditworthiness, property level sales, tenant rent levels compared to the market, etc.); (iii) other market-specific conditions (e.g. tenant industry, job and population growth in the market, local economy, etc.); and (iv) considerations relating to the Company’s business and strategy (e.g. strategic fit of the asset type, property management needs, ability to use a Section 1031 like-kind exchange structure, etc.).
We believe investment in income-producing assets provides attractive opportunities for generally stable cash flows and increased returns over the long run through potential capital appreciation. Our focus on acquiring income-producing investments includes a continual review of our existing income property portfolio to identify opportunities to recycle our capital through the sale of income properties based on, among other possible factors, the current or expected performance of the property and favorable market conditions. As a result of entering into the Exclusivity and Right of First Offer Agreement with PINE (the “ROFO Agreement”) which generally prevents us from investing in single-tenant net lease income properties, our income property investment strategy will continue to be focused on shopping centers. We may pursue this strategy by monetizing certain of our single-tenant properties, and should we do so, we would seek to utilize the 1031 like-kind exchange structure to preserve the tax-deferred gain on the original transaction(s) that pertains to the replacement asset.
Our current portfolio of 18 shopping centers generates $110.2 million of revenue from annualized straight-line base lease payments and had a weighted average remaining lease term of 5.0 years as of March 31, 2026. Our current portfolio of 4 other income properties generates $3.7 million of revenues from annualized straight-line base lease payments and had a weighted average remaining lease term of 3.6 years as of March 31, 2026.
COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Revenue
Total revenue for the three months ended March 31, 2026 is presented in the following summary and indicates the changes as compared to the three months ended March 31, 2025 (in thousands):
Three Months Ended March 31, | |||||||||||
Operating Segment | | 2026 | 2025 | $ Variance | % Variance | ||||||
Income Properties | $ | 36,580 | $ | 31,672 | $ | 4,908 | 15.5% | ||||
Management Services | 1,349 | 1,178 | 171 | 14.5% | |||||||
Commercial Loans and Investments | 3,244 | 2,961 | 283 | 9.6% | |||||||
Total Revenue | $ | 41,173 | $ | 35,811 | $ | 5,362 | 15.0% | ||||
Total revenue for the three months ended March 31, 2026 increased to $41.2 million, compared to $35.8 million during the three months ended March 31, 2025. The $5.4 million increase in total revenue is primarily attributable to increased income produced by the Company’s recent income property acquisitions versus that of properties disposed of by the Company during the comparative period, as well as more same store revenue from our properties owned during each period. Additionally, revenues from our management services and our commercial loans and investments increased.
Income Properties
Revenue and operating income from our income property operations totaled $36.6 million and $26.4 million, respectively, during the three months ended March 31, 2026, compared to total revenue and operating income of $31.7 million and $22.8 million, respectively, for the three months ended March 31, 2025. The direct costs of revenues for our income property operations totaled $10.2 million and $8.9 million for the three months ended March 31, 2026 and 2025, respectively. The increase in revenues of $4.9 million, or 15.5%, during the three months ended March 31, 2026 is primarily related to the overall growth and lease up of the Company’s income property portfolio, as well as the timing of acquisitions versus dispositions. The increase in operating income of $3.6 million from our income property operations reflects increased rent revenues related to our net investments as well as leasing activity.
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Management Services
Revenue from our management services from PINE totaled $1.3 million and $1.1 million during the three months ended March 31, 2026 and 2025, respectively. Management services during the three months ended March 31, 2026 and 2025 also included $0.1 million and less than $0.1 million, respectively, from the asset management agreement with a third party to manage a portfolio of multi-tenant and single-tenant assets (the “Portfolio Management Agreement”), and less than $0.1 million from a subsurface management agreement.
Commercial Loans and Investments
Interest income from our commercial loans and investments totaled $3.2 million and $2.9 million during the three months ended March 31, 2026 and 2025, respectively. The increase of $0.3 million is primarily due to the timing of the investments made related to new loan originations and structured investments and repayments of previous investments.
General and Administrative Expenses
Total general and administrative expenses for the three months ended March 31, 2026 is presented in the following summary and indicates the changes as compared to the three months ended March 31,2025 (in thousands):
Three Months Ended March 31, | |||||||||||
General and Administrative Expenses | | 2026 | 2025 | $ Variance | % Variance | ||||||
Recurring General and Administrative Expenses | $ | 3,671 | $ | 3,400 | $ | 271 | 8.0% | ||||
Non-Cash Stock Compensation | 1,406 | 1,283 | 123 | 9.6% | |||||||
Total General and Administrative Expenses | $ | 5,077 | $ | 4,683 | $ | 394 | 8.4% | ||||
The primary reason for the increase in total general and administrative expenses is the overall higher employee count, as a result of the increased operating activity from the increase in managed income property assets.
Depreciation and Amortization
Depreciation and amortization totaled $16.0 million and $14.4 million during the three months ended March 31, 2026 and 2025, respectively. The increase of $1.6 million is due to the overall growth in the Company’s income property portfolio.
Gain on Disposition of Assets and Provision for Impairment and Adjustments to CECL Reserve
2026 and 2025 Dispositions. There were no income property dispositions during the three months ended March 31, 2026 and 2025.
Provision for Impairment and Adjustments to CECL Reserve. There were no impairment charges on the Company’s income property portfolio during the three months ended March 31, 2026 and 2025. The Company recorded adjustments to CECL reserves related to its commercial loans and investments for an increase in net income of $0.3 million for the three months ended March 31, 2026, with no such adjustment being recorded during the three months ended March 31, 2025.
Investment and Other Income
During the three months ended March 31, 2026, the closing stock price of PINE increased by $1.28 per share, with a closing price of $18.00 on March 31, 2026. During the three months ended March 31, 2025, the closing stock price of PINE decreased by $0.07 per share, with a closing price of $16.72 on March 31, 2025. The change in stock price resulted in unrealized non-cash gain (loss) on the Company’s investment in PINE in the amount of $3.2 million and $(0.2) million which is included in investment and other income in the consolidated statements of operations for the three months ended March 31, 2026 and 2025, respectively.
The Company earned dividend income of $0.7 million from its investment in PINE during each of the three months ended March 31, 2026 and 2025.
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Interest Expense
Interest expense totaled $7.2 million and $6.1 million for the three months ended March 31, 2026 and 2025, respectively. The increase of $1.1 million is primarily attributable to an aggregate increase in the Company’s term loan balances.
Net Income Attributable to the Company
Net income attributable to the Company totaled $6.2 million and $2.3 million during the three months ended March 31, 2026 and 2025, respectively. The $3.9 million increase in net income is attributable to the factors described above.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents totaled $8.3 million at March 31, 2026, while restricted cash totaled $10.6 million, see Note 2, “Summary of Significant Accounting Policies” in the Notes to Financial Statements under the heading Restricted Cash for the Company’s disclosure related to its restricted cash balance at March 31, 2026.
Our cash flows provided by operating activities totaled $14.6 million during the three months ended March 31, 2026, as compared to $10.3 million during the three months ended March 31, 2025, an increase of $4.3 million. The primary reason for the increase, is the increased cash flows provided by income properties, which is the result of the overall growth and lease up of the Company’s income property portfolio, as well as increased cash flows from our commercial loans and investments.
Our cash flows used in investing activities totaled $68.7 million during the three months ended March 31, 2026, as compared to $80.7 million during the three months ended March 31, 2025, for a decrease in cash outflows of $12.0 million. This decrease was primarily driven by a $26.3 million increase in proceeds from principal repayments on commercial loans and investments, net of cash paid from commercial loan reserves. This was partially offset by net cash outflows of $6.0 million for the acquisition of investment securities during the three months ended March 31, 2026, with no such cash outflows during the three months ended March 31, 2025 as well as $8.4 million higher cash outflows used for acquisitions of income properties, capex on existing properties, and funding of existing construction loan investments.
Our cash flows provided by financing activities totaled $31.8 million during the three months ended March 31, 2026, compared to $68.4 million for the three months ended March 31, 2025, a decrease in cash inflows of $36.6 million. The decrease is primarily due to a $50.0 million reduction in proceeds from long-term debt issuances which were partially offset by $14.2 million in higher cash inflows from common stock issuances under the common ATM program.
Long-Term Debt. At March 31, 2026, the current commitment level under the Credit Facility was $300.0 million. The undrawn commitment under the Credit Facility totaled $116.0 million. As of March 31, 2026, the Credit Facility had a $184.0 million balance outstanding. See Note 14, “Long-Term Debt” in the Notes to Financial Statements for the Company’s disclosure related to its long-term debt balance at March 31, 2026.
Acquisitions and Investments. During the three months ended March 31, 2026, the Company acquired Palms Crossing, an open-air shopping center located in McAllen, TX, for a purchase price of $81.6 million, or a total acquisition cost of $81.8 million, including capitalized acquisition costs. During the three months ended March 31, 2025, the Company acquired one shopping center for a purchase price of $79.8 million, or a total acquisition cost of $80.0 million, including capitalized acquisition costs.
The Company’s guidance for 2026 investments in income-producing properties, including structured investments, ranges from $175.0 million to $250.0 million. We expect to fund future acquisitions utilizing cash on hand, cash from operations, proceeds from the dispositions of income properties through 1031 like-kind exchanges, borrowings on our Credit Facility, if available, and additional financing sources. We expect dispositions of income properties will qualify under the like-kind exchange deferred-tax structure.
Dispositions. There were no property dispositions during the three months ended March 31, 2026 or 2025.
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ATM Program. During the three months ended March 31, 2026, the Company sold 733,883 shares under the 2024 ATM Program for gross proceeds of $14.4 million at a weighted average price of $19.59 per share, generating net proceeds of $14.2 million after deducting transaction fees of $0.2 million. As of March 31, 2026, $202.1 million of availability remained under the 2024 ATM Program.
Contractual Commitments – Expenditures. The Company has committed to fund the following capital improvements. The improvements, which are related to several properties, are estimated to be generally completed within twelve months. These commitments, as of March 31, 2026, are as follows (in thousands):
As of March 31, 2026 | |||
Total Commitment (1) | $ | 25,737 | |
Less Amount Funded | (4,377) | ||
Remaining Commitment | $ | 21,360 | |
(1) Commitment includes tenant improvements, leasing commissions, rebranding, facility expansion and other capital improvements.
The Company has unfunded loan commitments under two construction loans, as described in Note 4, “Commercial Loans and Investments.” The unfunded portion of these construction loans totaled $46.2 million as of March 31, 2026.
Off-Balance Sheet Arrangements. None.
Other Matters. We believe we will have sufficient liquidity to fund our operations, capital requirements, maintenance, and debt service requirements over the next twelve months and into the foreseeable future, with cash on hand, cash flow from our operations, $202.1 million of availability remaining under our $250.0 million “at-the-market” equity offering program, and $116.0 million undrawn commitment under the existing $300.0 million Credit Facility as of March 31, 2026.
Our Board and management consistently review the allocation of capital with the goal of providing the best long-term return for our stockholders. These reviews consider various alternatives, including increasing or decreasing regular dividends, repurchasing the Company’s securities, and retaining funds for reinvestment. Annually, the Board reviews our business plan and corporate strategies, and makes adjustments as circumstances warrant. Management’s focus is to continue our strategy to diversify our portfolio by redeploying proceeds from like-kind exchange transactions and utilizing our Credit Facility to increase our portfolio of income-producing properties, providing stabilized cash flows with strong risk-adjusted returns primarily in larger metropolitan areas and growth markets.
We believe that we currently have a reasonable level of leverage. Our strategy is to utilize leverage, when appropriate and necessary, and proceeds from sales of income properties and the disposition or payoffs on our commercial loans and investments to acquire income properties. We may also acquire or originate commercial loans and investments, invest in securities of real estate companies, or make other shorter-term investments. In addition to our primary shopping center investment strategy, our targeted investment classes may include the following:
Other asset classes
| ● | Single-tenant retail or other commercial, double or triple net leased, properties that are typically stabilized and located in what we believe to be faster growing, business-friendly markets exhibiting accommodative business tax policies and outsized relative job and population growth that are compliant with our commitments under the ROFO Agreement; |
| ● | Ground leases, whether purchased or originated by the Company, that are compliant with our commitments under the ROFO Agreement; |
| ● | Self-developed retail or other commercial properties; |
| ● | Commercial loans and investments, whether purchased or originated by the Company, with loan terms of 1-10 years with strong risk-adjusted yields secured by property types to include hotel, retail, residential, land and industrial; |
| ● | Select regional area investments using Company market knowledge and expertise to earn strong risk-adjusted yields; and |
| ● | Real estate-related investment securities, including commercial mortgage-backed securities, preferred or common stock, and corporate bonds. |
41
Our investments in income-producing properties are typically subject to long-term leases. For shopping centers, each tenant typically pays its proportionate share of the aforementioned operating expenses of the property, although for such properties we typically incur additional costs for property management services. Single-tenant leases are typically in the form of triple or double net leases and ground leases. Triple-net leases generally require the tenant to pay property operating expenses such as real estate taxes, insurance, assessments and other governmental fees, utilities, repairs and maintenance, and capital expenditures.
42
Non-U.S. GAAP Financial Measures
Our reported results are presented in accordance with U.S. GAAP. We also disclose Funds From Operations (“FFO”), Core Funds From Operations (“Core FFO”), and Adjusted Funds From Operations (“AFFO”), each of which are non-U.S. GAAP financial measures. We believe these non-U.S. GAAP financial measures are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs.
FFO, Core FFO, and AFFO do not represent cash generated from operating activities and are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income as a performance measure or cash flows from operating activities as reported on our statement of cash flows as a liquidity measure and should be considered in addition to, and not in lieu of, U.S. GAAP financial measures.
We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT.
NAREIT defines FFO as U.S. GAAP net income or loss adjusted to exclude real estate related depreciation and amortization, as well as extraordinary items (as defined by U.S. GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and impairments associated with the current expected credit losses (“CECL”) on commercial loans and investments at the time of origination and repayment, including the pro rata share of such adjustments of unconsolidated subsidiaries. The Company also excludes the gains or losses from sales of assets incidental to the primary business of the REIT which specifically include the sales of investment securities in addition to the mark-to-market of the Company’s investment securities. To derive Core FFO, we modify the NAREIT computation of FFO to include other adjustments to U.S. GAAP net income related to gains and losses recognized on the extinguishment of debt, amortization of above- and below-market lease related intangibles, and other unforecastable market- or transaction-driven non-cash items. To derive AFFO, we further modify the NAREIT computation of FFO and Core FFO to include other adjustments to U.S. GAAP net income related to non-cash revenues and expenses such as straight-line rental revenue, non-cash compensation, and other non-cash amortization. Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance. We use AFFO as one measure of our performance when we formulate corporate goals.
FFO is used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers primarily because it excludes the effect of real estate depreciation and amortization and net gains or losses on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. We believe that Core FFO and AFFO are additional useful supplemental measures for investors to consider because they will help them to better assess our operating performance without the distortions created by other non-cash revenues or expenses. FFO, Core FFO, and AFFO may not be comparable to similarly titled measures employed by other companies.
43
Reconciliation of Non-U.S. GAAP Measures (in thousands, except share and dividend data):
Three Months Ended | ||||||
2026 | 2025 | |||||
Net Income Attributable to the Company | $ | 6,205 | $ | 2,261 | ||
Adjustments: | ||||||
Depreciation and Amortization of Real Estate | 15,938 | 14,346 | ||||
Provision for Impairment and Adjustment to CECL Reserve | (321) | — | ||||
Realized and Unrealized Loss (Gain) on Investment Securities | (2,103) | 165 | ||||
Funds from Operations | $ | 19,719 | $ | 16,772 | ||
Distributions to Preferred Stockholders | (1,878) | (1,878) | ||||
Funds From Operations Attributable to Common Stockholders | $ | 17,841 | $ | 14,894 | ||
Adjustments: | ||||||
Amortization of Intangibles to Lease Income | (910) | (449) | ||||
Core Funds From Operations Attributable to Common Stockholders | $ | 16,931 | $ | 14,445 | ||
Adjustments: | ||||||
Straight-Line Rent Adjustment | (440) | (573) | ||||
Other Depreciation and Amortization | — | (1) | ||||
Amortization of Loan Costs, Discount on Convertible Debt, and Capitalized Interest | 341 | 367 | ||||
Non-Cash Compensation | 1,406 | 1,283 | ||||
Adjusted Funds From Operations Attributable to Common Stockholders | $ | 18,238 | $ | 15,521 | ||
Weighted Average Number of Common Shares: | ||||||
Basic | 32,519,156 | 31,552,973 | ||||
Diluted (1) | 32,522,938 | 31,595,431 | ||||
Dividends Declared and Paid - Preferred Stock | $ | 0.40 | $ | 0.40 | ||
Dividends Declared and Paid - Common Stock | $ | 0.38 | $ | 0.38 | ||
Supplemental Disclosure: | ||||||
PIK Interest Earned | $ | 8 | $ | — | ||
PIK Interest Paid | — | — | ||||
PIK Interest Earned in Excess of PIK Interest Paid | $ | 8 | $ | — | ||
Other Data (in thousands, except per share data):
Three Months Ended | ||||||
2026 | 2025 | |||||
FFO Attributable to Common Stockholders | $ | 17,841 | $ | 14,894 | ||
FFO Attributable to Common Stockholders per Common Share - Diluted | $ | 0.55 | $ | 0.47 | ||
Core FFO Attributable to Common Stockholders | $ | 16,931 | $ | 14,445 | ||
Core FFO Attributable to Common Stockholders per Common Share - Diluted | $ | 0.52 | $ | 0.46 | ||
AFFO Attributable to Common Stockholders | $ | 18,238 | $ | 15,521 | ||
AFFO Attributable to Common Stockholders per Common Share - Diluted | $ | 0.56 | $ | 0.49 | ||
44
CRITICAL ACCOUNTING ESTIMATES
Critical accounting estimates include those estimates made in accordance with U.S. GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the Company’s financial condition or results of operations. Our most significant estimate is as follows:
Purchase Accounting for Acquisitions of Real Estate Subject to a Lease. As required by U.S. GAAP, the fair value of the real estate acquired with in-place leases is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs, based in each case on their relative fair values. In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value. The assumptions underlying the allocation of relative fair values are based on market information including, but not limited to: (i) the estimate of replacement cost of improvements under the cost approach, (ii) the estimate of land values based on comparable sales under the sales comparison approach, and (iii) the estimate of future benefits determined by either a reasonable rate of return over a single year’s net cash flow, or a forecast of net cash flows projected over a reasonable investment horizon under the income capitalization approach. The underlying assumptions are subject to uncertainty and thus any changes to the allocation of fair value to each of the various line items within the Company’s consolidated balance sheets could have an impact on the Company’s financial condition as well as results of operations due to resulting changes in depreciation and amortization as a result of the fair value allocation. The acquisitions of real estate subject to this estimate totaled one shopping center for a purchase price of $81.6 million, or a total acquisition cost of $81.8 million, for the three months ended March 31, 2026, and one shopping center for an aggregate purchase price of $79.8 million, or a total acquisition cost of $80.0 million, for the three months ended March 31, 2025.
See Note 2, “Summary of Significant Accounting Policies” in the Notes to Financial Statements, for further discussion of the Company’s accounting estimates and policies.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The principal market risk (i.e. the risk of loss arising from adverse changes in market rates and prices), to which we are exposed is interest rate risk relating to our debt. We may utilize overnight sweep accounts and short-term investments as a means to minimize the interest rate risk. We do not believe that interest rate risk related to cash equivalents and short-term investments, if any, is material due to the nature of the investments.
We are primarily exposed to interest rate risk relating to our own debt in connection with our Credit Facility, as this facility carries a variable rate of interest. Our borrowings on our $300.0 million Credit Facility bear interest at a rate ranging from SOFR plus 0.10% plus 125 basis points to SOFR plus 0.10% plus 220 basis points based on our level of borrowing as a percentage of our total asset value. As of March 31, 2026, the outstanding balance on our Credit Facility totaled $184.0 million of which $134.0 million was not fixed by virtue of an interest rate swap agreement. As of March 31, 2025, the outstanding balance on our Credit Facility totaled $170.0 million of which $120.0 million was not fixed by virtue of an interest rate swap agreement. A hypothetical change in the interest rate of 100 basis points (i.e., 1%) would affect our financial position, results of operations, and cash flows by $1.3 million and $1.2 million as of March 31, 2026 and 2025, respectively. The Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from fluctuating interest rates related to certain of its debt borrowings, see Note 15, “Interest Rate Swaps” in the Notes to Financial Statements. By virtue of fixing the variable rate on certain debt borrowings, our exposure to changes in interest rates is minimal but for the impact on other comprehensive income and loss. Management’s objective is to limit the impact of interest rate changes on earnings and cash flows and to manage our overall borrowing costs.
45
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, an evaluation, as required by Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934 (the “Exchange Act”) was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act). Based on that evaluation, the CEO and CFO have concluded that the design and operation of the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and to provide reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the three months ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II—OTHER INFORMATION
ITEM 1. 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 legal proceedings cannot be predicted with certainty, the Company is not currently a party to any pending or threatened legal proceedings that we believe could have a material adverse effect on the Company’s business or financial condition.
ITEM 1A. RISK FACTORS
For a discussion of the Company’s potential risks and uncertainties, see the information set forth under the heading Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”). The risks described in the Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company. As of March 31, 2026, there have been no material changes in our risk factors from those set forth within the Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
ITEM 5.
46
ITEM 6. EXHIBITS
(a) Exhibits:
(3.1) | | |
(3.2) | ||
(3.3) | ||
(3.4) | ||
(4.1) | ||
(10.1) | ||
(10.2) | ||
Exhibit 31.1 | Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
Exhibit 31.2 | Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
**Exhibit 32.1 | ||
**Exhibit 32.2 | ||
Exhibit 101.INS | Inline XBRL Instance Document | |
Exhibit 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
Exhibit 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
Exhibit 101.DEF | Inline XBRL Taxonomy Definition Linkbase Document | |
Exhibit 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
Exhibit 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
** | In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. |
47
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CTO REALTY GROWTH, INC. | |||
| (Registrant) | |||
April 28, 2026 |
| By: | /s/ John P. Albright | |
| John P. Albright President and Chief Executive Officer (Principal Executive Officer) | |||
April 28, 2026 | By: | /s/ Philip R. Mays | ||
Philip R. Mays, Senior Vice President, | ||||
Chief Financial Officer and Treasurer | ||||
(Principal Financial Officer) | ||||
April 28, 2026 |
| By: | /s/ Lisa M. Vorakoun | |
| Lisa M. Vorakoun, Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | |||
48
Exhibit 31.1
CERTIFICATIONS
I, John P. Albright, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of CTO Realty Growth, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: April 28, 2026
By: |
| /s/ John P. Albright | | |
|
| John P. Albright | | |
|
| President and Chief Executive Officer | | |
|
| (Principal Executive Officer) | | |
Exhibit 31.2
CERTIFICATIONS
I, Philip R. Mays, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of CTO Realty Growth, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: April 28, 2026
By: |
| /s/ Philip R. Mays | | |
|
| Philip R. Mays, Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | | |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of CTO Realty Growth, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John P. Albright, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: April 28, 2026
By: |
| /s/ John P. Albright | | |
|
| John P. Albright | | |
|
| President and Chief Executive Officer | | |
|
| (Principal Executive Officer) | | |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of CTO Realty Growth, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Philip R. Mays, Senior Vice President, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: April 28, 2026
By: |
| /s/ Philip R. Mays | | |
|
| Philip R. Mays, Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | | |
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
3 Months Ended | 12 Months Ended |
|---|---|---|
Mar. 31, 2026 |
Dec. 31, 2025 |
|
| Preferred Stock | ||
| Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 |
| Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
| Dividend rate (as a percent) | 6.375% | 6.375% |
| Preferred stock, liquidation preference (in dollars per share) | $ 25 | $ 25 |
| Preferred Stock, Shares Issued | 4,713,069 | 4,713,069 |
| Preferred Stock, Shares Outstanding | 4,713,069 | 4,713,069 |
| Common Stock | ||
| Common Stock, shares authorized | 500,000,000 | 500,000,000 |
| Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
| Common Stock, shares issued | 33,293,471 | 32,372,291 |
| Common Stock, shares outstanding | 33,293,471 | 32,372,291 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| Statement of Comprehensive Income [Abstract] | ||
| Net Income Attributable to the Company | $ 6,205 | $ 2,261 |
| Other Comprehensive Income (Loss): | ||
| Cash Flow Hedging Derivative - Interest Rate Swaps | 2,197 | (7,271) |
| Total Other Comprehensive Income (Loss) | 2,197 | (7,271) |
| Total Comprehensive Income (Loss) | $ 8,402 | $ (5,010) |
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| Supplemental Disclosure of Cash Flow Information: | ||
| Cash Paid for Interest | $ 6,418 | $ 5,300 |
| Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
| Unrealized Gain (Loss) on Cash Flow Hedges | 2,197 | (7,271) |
| Common Stock Dividends Declared and Unpaid | $ 211 | $ 192 |
DESCRIPTION OF BUSINESS |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| DESCRIPTION OF BUSINESS | NOTE 1. DESCRIPTION OF BUSINESS The terms “us,” “we,” “our,” and “the Company” as used in this report refer to CTO Realty Growth, Inc. together with our consolidated subsidiaries. We are a publicly traded, self-managed equity REIT that focuses on the ownership, management, and repositioning of high-quality retail and mixed-use properties located primarily in what we believe to be faster growing, business-friendly markets exhibiting accommodative business tax policies, outsized relative job and population growth, and where retail demand exceeds supply. We have pursued our investment strategy by investing primarily through fee simple ownership of our properties, commercial loans and preferred equity. As of March 31, 2026, we own and manage, sometimes utilizing third-party property management companies, 22 commercial real estate properties in seven states in the United States, comprising 5.9 million square feet of gross leasable space. In addition to our income property portfolio, as of March 31, 2026, our business included the following: Management Services: A fee-based management business that is engaged in managing Alpine Income Property Trust, Inc. (“PINE”), as well as a portfolio of assets pursuant to the Portfolio Management Agreement (hereinafter defined), and a portfolio of subsurface interests, as further described in Note 5, “Management Services Business”. Commercial Loans and Investments: A portfolio of four commercial loan investments and one preferred equity investment which is classified as a commercial loan investment. Investment in PINE: Our business also includes our investment in PINE. As of March 31, 2026, the fair value of our investment totaled $44.5 million, or 14.0% of PINE’s outstanding common equity, including the units of limited partnership interest (“OP Units”) we hold in Alpine Income Property OP, LP (the “PINE Operating Partnership”), which are redeemable for cash, based upon the value of an equivalent number of shares of PINE common stock at the time of the redemption, or shares of PINE common stock on a one-for-one basis, at PINE’s election. Our investment in PINE generates investment income through the dividends distributed by PINE. In addition to the dividends we receive from PINE, our investment in PINE may benefit from any appreciation in PINE’s stock price, although no assurances can be provided that such appreciation will occur, the amount by which our investment will increase in value, or the timing thereof. Any dividends received from PINE are included in investment and other income (loss) on the accompanying consolidated statements of operations. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
3 Months Ended | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Financial Information The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited consolidated financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, 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, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026. Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and other entities in which we have a controlling interest. Any real estate entities or properties included in the consolidated financial statements have been consolidated only for the periods that such entities or properties were owned or under control by us. All inter-company balances and transactions have been eliminated in the consolidated financial statements. As of March 31, 2026, the Company has an equity investment in PINE. Segment Reporting ASC Topic 280, Segment Reporting, establishes standards related to the manner in which enterprises report operating segment information. The Company operates in three primary business segments including income properties, management services, and commercial loans and investments as further discussed within Note 21, “Business Segment Data”. The Company has no other reportable segments. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on a disaggregated basis for purposes of allocating and evaluating financial performance. Real Estate The Company’s real estate assets are carried at cost, less accumulated depreciation and amortization and impairment losses, if any. Such assets are depreciated on a straight-line basis over their estimated useful lives. Renewals and betterments are capitalized to the applicable property accounts. The cost of maintenance and repairs is expensed as incurred. The cost of property retired or otherwise disposed of, and the related accumulated depreciation or amortization, are removed from the accounts, and any resulting gain or loss is recorded in the Company’s consolidated statement of operations. The amount of depreciation of real estate, exclusive of amortization related to intangible assets, recognized for the three months ended March 31, 2026 and March 31, 2025, was $9.7 million and $8.3 million, respectively. Long-Lived Assets The Company follows FASB ASC Topic 360-10, Property, Plant, and Equipment in conducting its impairment analyses. The Company reviews the recoverability of long-lived assets, including land and development costs, real estate held for sale, and property, plant, and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Examples of situations considered to be triggering events include: a substantial decline in operating cash flows during the period, a current or projected loss from operations, an income property not fully leased or leased at rates that are less than current market rates, and any other quantitative or qualitative events deemed significant by our management. Long-lived assets are evaluated for impairment by using an undiscounted cash flow approach, which considers future estimated capital expenditures. Impairment of long-lived assets is measured at fair value less cost to sell. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Among other factors, fluctuating market conditions that can exist in the national real estate markets and the volatility and uncertainty in the financial and credit markets make it possible that the estimates and assumptions, most notably those related to the Company’s investments in income properties, could change materially due to continued volatility in the real estate and financial markets, or as a result of a significant dislocation in those markets. Cash and Cash Equivalents Cash and cash equivalents includes cash on hand, bank demand accounts, and money market accounts having original maturities of 90 days or less. The Company’s bank balances as of March 31, 2026 and December 31, 2025 include certain amounts over the Federal Deposit Insurance Corporation limits. Restricted Cash Restricted cash totaled $10.6 million at March 31, 2026, consisting of (i) $9.6 million held in three reserve accounts related to the Company’s commercial loans and investments for interest, real estate tax and/or construction costs and (ii) $1.0 million held in escrow to fund certain construction commitments. Derivative Financial Instruments and Hedging Activity The Company accounts for its cash flow hedging derivatives in accordance with FASB ASC Topic 815-20, Derivatives and Hedging. 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 each 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 documented the relationship between the hedging instruments and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge transactions. At the hedges’ inception, the Company assessed whether the derivatives that are used in hedging the transactions are highly effective in offsetting changes in cash flows of the hedged items, and we will continue to do so on a quarterly basis. Changes in fair value of the hedging instruments that are highly effective and designated and qualified as cash-flow hedges are recorded in other comprehensive income and loss, until earnings are affected by the variability in cash flows of the designated hedged items (see Note 15, “Interest Rate Swaps”). Fair Value of Financial Instruments The carrying amounts of the Company’s financial assets and liabilities including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued and other liabilities at March 31, 2026 and December 31, 2025, approximate fair value because of the short maturity of these instruments. The carrying value of the Company’s Credit Facility (hereinafter defined) as of March 31, 2026 and December 31, 2025, approximates current market rates for revolving credit arrangements with similar risks and maturities. The face value of the Company’s fixed rate commercial loans and investments, the 2027 Term Loan (hereinafter defined), the 2028 Term Loan (hereinafter defined), the 2029 Term Loan (hereinafter defined), the 2030 Term Loan (hereinafter defined), and mortgage note held as of March 31, 2026 and December 31, 2025 are measured at fair value based on current market rates for financial instruments with similar risks and maturities (see Note 7, “Fair Value of Financial Instruments”). Fair Value Measurements The Company’s estimates of fair value of financial and non-financial assets and liabilities is based on the framework established by U.S. GAAP. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. U.S. GAAP describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:
Recognition of Interest Income from Commercial Loans and Investments Interest income on commercial loans and investments includes interest payments made by the borrower and the accretion of purchase discounts and loan origination fees, offset by the amortization of loan costs. Interest payments are accrued based on the actual coupon rate and the outstanding principal balance, and purchase discounts and loan origination fees are accreted into income using the effective yield method, adjusted for prepayments. Pursuant to ASC 326, Financial Instruments - Credit Losses, the Company measures and records a provision for current expected credit losses (“CECL”) each time a new investment is made or a loan is repaid, as well as if changes to estimates occur during a quarterly measurement period. We are unable to use historical data to estimate expected credit losses, as we have incurred no losses to date. Management utilizes a loss-rate method and considers macroeconomic factors to estimate its CECL allowance, which is calculated based on the amortized cost basis of the commercial loans. Accounts Receivable Accounts receivable related to income properties, which are classified in other assets on the consolidated balance sheets, primarily consist of accrued tenant reimbursable expenses and other tenant receivables. Receivables related to income property tenants totaled $3.8 million and $3.9 million as of March 31, 2026 and December 31, 2025, respectively. The collectability of the aforementioned receivables shall be considered and adjusted through an allowance for doubtful accounts which is included in income property revenue on the consolidated statements of operations. As of March 31, 2026 and December 31, 2025, the Company’s allowance for doubtful accounts totaled $2.8 million and $2.6 million, respectively. Purchase Accounting for Acquisitions of Real Estate Subject to a Lease Investments in real estate are carried at cost less accumulated depreciation and amortization and impairment losses, if any. The cost of investments in real estate reflects their purchase price or development cost. We evaluate each acquisition transaction to determine whether the acquired asset meets the definition of a business. Under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, an acquisition does not qualify as a business when there is no substantive process acquired or substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets or the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. Transaction costs related to acquisitions that are asset acquisitions are capitalized as part of the cost basis of the acquired assets, while transaction costs for acquisitions that are deemed to be acquisitions of a business are expensed as incurred. Improvements and replacements are capitalized when they extend the useful life or improve the productive capacity of the asset. Costs of repairs and maintenance are expensed as incurred. In accordance with FASB guidance, the fair value of the real estate acquired with in-place leases is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs, based in each case on their relative fair values. In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value. The capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. The capitalized below-market lease values are amortized as an increase to rental income over the initial term unless management believes the lease includes bargain renewal options that are likely to be exercised, in which case the Company includes such renewal periods in the amortization period utilized. The Company considers both qualitative and quantitative factors in considering if a lease contains a bargain renewal option and the likelihood of a tenant exercising such option. The value of in-place leases and leasing costs are amortized to expense over the remaining non-cancelable periods of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be written off. The Company incurs costs related to the development and leasing of its properties. Such costs include, but are not limited to, tenant improvements, leasing commissions, rebranding, facility expansion and other capital improvements, and are included in construction in progress during the development period. When a construction project is considered to be substantially complete, the capitalized costs are reclassified to the appropriate real estate asset and depreciation begins. The Company assesses the level of construction activity to determine the amount, if any, of interest expense to be capitalized to the underlying construction projects. Assets Held for Sale Investments in real estate which are determined to be “held for sale” pursuant to FASB Topic 360-10, Property, Plant, and Equipment are reported separately on the consolidated balance sheets at the lesser of carrying value or fair value, less costs to sell. Real estate investments classified as held for sale are not depreciated. Sales of Real Estate When income properties are disposed of, the related cost basis of the real estate, intangible lease assets, and intangible lease liabilities, net of accumulated depreciation and/or amortization, and any accrued straight-line rental income balance for the underlying operating leases are removed, and gains or losses from the dispositions are reflected in net income within gain (loss) on disposition of assets. In accordance with the FASB guidance, gains or losses on sales of real estate are generally recognized using the full accrual method. Gains and losses on land sales, in addition to the sale of subsurface interests and mitigation credits, are accounted for as required by FASB ASC Topic 606, Revenue from Contracts with Customers. The Company recognizes revenue from such sales when the Company transfers the promised goods in the contract based on the transaction price allocated to the performance obligations within the contract. As market information becomes available, the underlying cost basis is analyzed and recorded at the lower of cost or market. Income Taxes The Company elected to be taxed as a REIT for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”) commencing with its taxable year ended December 31, 2020. The Company believes that, commencing with such taxable year, it has been organized and has operated in such a manner as to qualify for taxation as a REIT under the U.S. federal income tax laws. The Company intends to continue to operate in such a manner. As a REIT, the Company will be subject to U.S. federal and state income taxation at corporate rates on its net taxable income; the Company, however, may claim a deduction for the amount of dividends paid to its stockholders. Amounts distributed as dividends by the Company will be subject to taxation at the stockholder level only. While the Company must distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, to qualify as a REIT, the Company intends to distribute all of its net taxable income. The Company is allowed certain other non-cash deductions or adjustments, such as depreciation expense, when computing its REIT taxable income and distribution requirement. These deductions permit the Company to reduce its dividend payout requirement under U.S. federal income tax laws. Certain states may impose minimum franchise taxes. To comply with certain REIT requirements, the Company holds certain of its non-REIT assets and operations through a TRS and subsidiaries of a TRS, which are subject to applicable U.S. federal, state and local corporate income tax on their taxable income. As of January 1, 2024, the Company owns one TRS, which is subject to federal and applicable state income taxation. The TRS is required to file a separate corporate income tax return. The Company uses the asset and liability method to account for income taxes for the Company’s TRS. 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 19, “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. Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company also has certain concentrations that make up more than 10% of our income property portfolio, as described below:
Recent Accounting Developments In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) which requires additional disclosures regarding a public company’s expenses and addresses requests from investors for more detailed information about the types of expenses (e.g., purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (e.g., cost of sales; selling, general, and administrative (SG&A); and research and development (R&D)). ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
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INCOME PROPERTIES |
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| Real Estate Companies Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INCOME PROPERTIES | NOTE 3. INCOME PROPERTIES Leasing revenue consists of long-term rental revenue from retail, office, and commercial income properties, which is recognized as earned, using the straight-line method over the life of each lease. Lease payments below include straight-line base rental revenue as well as the non-cash accretion of above and below market lease amortization. The variable lease payments are primarily comprised of percentage rents, reimbursements from tenants for common area maintenance, insurance, real estate taxes, other operating expenses, and termination fee payments. The components of leasing revenue are as follows (in thousands):
Minimum future base rental receipts under non-cancelable operating leases, excluding percentage rent and other lease payments that are not fixed and determinable, having remaining terms in excess of one year subsequent to March 31, 2026, are summarized as follows (in thousands):
2026 Acquisitions. During the three months ended March 31, 2026, the Company acquired Palms Crossing, an open-air shopping center located in McAllen, TX, for a purchase price of $81.6 million, or a total acquisition cost of $81.8 million, including capitalized acquisition costs. Palms Crossing comprises approximately 399,000 square feet, was 98% occupied at acquisition, and had a weighted average remaining lease term of 4.5 years at acquisition. Of the total acquisition costs, $9.4 million was allocated to land, $59.5 million was allocated to buildings and improvements, $16.2 million was allocated to intangible assets pertaining to the in-place lease value, leasing costs, and above market lease value and $3.3 million was allocated to intangible liabilities for the below market lease value. 2025 Acquisitions. During the three months ended March 31, 2025, the Company acquired Ashley Park, a shopping center located in Newnan, GA, for a purchase price of $79.8 million, or a total acquisition cost of $80.0 million, including capitalized acquisition costs. Ashley Park comprises approximately 559,000 square feet, was 92% occupied at acquisition, and had a weighted average remaining lease term of 4.1 years at acquisition. Of the total acquisition costs, $26.0 million was allocated to land, $40.9 million to buildings and improvements, $16.8 million to intangible assets pertaining to the in-place lease value, leasing costs, and above market lease value and $3.7 million to intangible liabilities for the below market lease value. 2026 and 2025 Dispositions. No income properties were disposed of during the three months ended March 31, 2026 or 2025, respectively. |
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COMMERCIAL LOANS AND INVESTMENTS |
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| COMMERCIAL LOANS AND INVESTMENTS | NOTE 4. COMMERCIAL LOANS AND INVESTMENTS Our investments in commercial loans or similarly structured investments, such as preferred equity, mezzanine loans or other subordinated debt, have been and are expected to continue to be secured by real estate or the borrower’s pledge of its ownership interest in the entity that owns the real estate. The investments are associated with commercial real estate located in the United States, 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. 2026 Activity. During the three months ended March 31, 2026, the Company’s $30.0 million Watters Creek preferred equity investment was repaid in full, including all accrued interest. In addition, the Company funded $5.3 million under existing construction loan commitments, net of origination fees received. 2025 Activity. During the three months ended March 31, 2025, no new commercial loans or investments were originated, however $1.4 million of funding was provided for existing construction loans. Other Activity. Certain commercial loans and investments outstanding as of March 31, 2026 required determinations, at origination, related to variable interest entity matters as described herein:
The Company’s commercial loans and investments were comprised of the following at March 31, 2026 (in thousands):
The Company’s commercial loans and investments were comprised of the following at December 31, 2025 (in thousands):
The carrying value of the commercial loans and investments portfolio at March 31, 2026 and December 31, 2025 consisted of the following (in thousands):
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MANAGEMENT SERVICES BUSINESS |
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| MANAGEMENT SERVICES BUSINESS | NOTE 5. MANAGEMENT SERVICES BUSINESS The Company’s management fee income is within the scope of FASB ASC Topic 606, Revenue from Contracts with Customers. Management fee income is recognized as revenue over time, over the period the services are performed. Related Party Management of Alpine Income Property Trust. Pursuant to the Company’s management agreement with PINE, the Company generates a base management fee equal to 0.375% per quarter of PINE’s total equity (as defined in the management agreement and based on a 1.5% annual rate), calculated and payable in cash, quarterly in arrears. The Company has waived a portion of the base management fee attributable to the inclusion of the net cash proceeds from the issuance of PINE’s Series A Preferred Stock in PINE’s “total equity” (the “Incremental Equity Base”), such that the base management fee rate on the Incremental Equity Base is equal to 0.75% per annum (0.1875% per fiscal quarter), instead of 1.50% per annum (0.375% per fiscal quarter), as provided in the management agreement. The Company also has an opportunity to achieve additional cash flows as manager of PINE pursuant to an annual incentive fee based on PINE’s total stockholder return exceeding an 8% cumulative annual hurdle rate (the “Outperformance Amount”) subject to a high-water mark price. PINE would pay the Company an incentive fee with respect to each annual measurement period in an amount equal to the greater of (i) $0.00 and (ii) the product of (a) 15% multiplied by (b) the Outperformance Amount multiplied by (c) the weighted average shares. No incentive fee was earned for the year ended December 31, 2025. The Company earned management fees from PINE of $1.3 million and $1.1 million for the three months ended March 31, 2026 and 2025, respectively. Dividend income for the each of the three month periods ended March 31, 2026 and 2025 totaled $0.7 million. Management fee revenue from PINE, included in management services, and dividend income, included in investment and other income, are reflected in the accompanying consolidated statements of operations. The following table represents amounts due from PINE as of March 31, 2026 and December 31, 2025 which are included in other assets on the consolidated balance sheets (in thousands):
On November 26, 2019, as part of PINE’s IPO, the Company sold PINE 15 properties for aggregate cash consideration of $125.9 million. In connection with the IPO, the Company contributed to the PINE Operating Partnership five properties in exchange for an aggregate of 1,223,854 OP Units, which had an initial value of $23.3 million. Additionally, on November 26, 2019, the Company purchased 394,737 shares of PINE common stock for a total purchase price of $7.5 million in a private placement and 421,053 shares of PINE common stock in the IPO for a total purchase price of $8.0 million. From time to time following PINE’s IPO, the Company’s Board of Directors has authorized the purchase by the Company of additional shares of common stock of PINE. Pursuant to these authorizations, the Company has purchased 431,912 shares of PINE common stock on the open market subsequent to PINE’s IPO for a total cost of $7.0 million, including fees, or a weighted average gross price of $16.15 per share. No purchases of PINE common stock were completed during the three months ended March 31, 2026. As of March 31, 2026, the Company owns, in the aggregate, 1,223,854 OP Units and 1,247,702 shares of PINE common stock, representing an investment totaling $44.5 million, or 14.0% of PINE’s outstanding equity. Portfolio Management Agreement. On December 4, 2023, the Company entered into an asset management agreement with a third party to manage a portfolio of multi-tenant and single-tenant assets (the “Portfolio Management Agreement”). Although the Company has no direct relationship with the third party, PINE is a lender to the third-party pursuant to a mortgage note originated by PINE which is secured by the portfolio. The Company receives (or expects to receive) asset management fees, disposition management fees, leasing commissions, and other fees related to the Company’s management and administration of the portfolio pursuant to the Portfolio Management Agreement. The Company also entered into a revenue sharing agreement with PINE whereby PINE will receive the portion of fees earned by the Company under the Portfolio Management Agreement which are attributable to the single tenant properties within the portfolio. Pursuant to the Portfolio Management Agreement, which is included in management fee income on the Company’s consolidated statements of operations, the Company recognized $0.1 million and less than $0.1 million of revenue during the three months ended March 31, 2026 and March 31, 2025, respectively. Asset Management Agreement. The Company receives management and other fees pursuant to a subsurface management agreement. The Company recognized less than $0.1 million of revenue during each of the three months ended March 31, 2026 and 2025 pursuant to this agreement, which is included in management fee income on the Company’s consolidated statements of operations. |
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INVESTMENT SECURITIES |
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| Investments, Debt and Equity Securities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INVESTMENT SECURITIES | NOTE 6. INVESTMENT SECURITIES As of March 31, 2026, the Company owns, in the aggregate and on a fully diluted basis, 2.47 million shares of PINE, or 14.0% of PINE’s total common shares outstanding for an investment value of $44.5 million, which total includes 1.2 million OP Units, or 6.9%, which the Company received in exchange for the contribution of certain income properties to the PINE Operating Partnership, in addition to 1,247,702 shares of common stock owned by the Company, or 7.1%. The Company has elected the fair value option related to the aggregate investment in securities of PINE pursuant to ASC 825, otherwise such investments would have been accounted for under the equity method. For detailed financial information regarding PINE, please refer to its financial statements, which are publicly available on the website of the Securities and Exchange Commission at http://www.sec.gov under the ticker symbol “PINE.” The Company calculates the unrealized gain or loss based on the closing stock price of PINE at each respective balance sheet date. The unrealized, non-cash gains and losses resulting from the changes in the closing stock price of PINE are included in investment and other income (loss) in the accompanying consolidated statements of operations. The Company’s available-for-sale securities as of March 31, 2026 and December 31, 2025 are summarized below (in thousands):
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FAIR VALUE OF FINANCIAL INSTRUMENTS |
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 7. FAIR VALUE OF FINANCIAL INSTRUMENTS The following table presents the carrying value and estimated fair value of the Company’s financial instruments not carried at fair value on the consolidated balance sheets at March 31, 2026 and December 31, 2025 (in thousands):
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, 2026 and December 31, 2025 (in thousands). See Note 15, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps.
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INTANGIBLE ASSETS AND LIABILITIES |
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| Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INTANGIBLE ASSETS AND LIABILITIES | NOTE 8. INTANGIBLE ASSETS AND LIABILITIES Intangible assets and liabilities consist of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs, based in each case on their fair values. Intangible assets and liabilities consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands):
The following table reflects the net amortization of intangible assets and liabilities during the three months ended March 31, 2026 and 2025 (in thousands):
Amortization expense and accretion to income properties revenue for the three months ended March 31, 2026 includes $0.4 million and $0.1 million, respectively, related to the acceleration of lease intangibles from certain lease terminations during the period. For the three months ended March 31, 2025, amortization expense and accretion to income properties revenue includes $0.7 million and $0.3 million, respectively, related to similar lease termination activity. The estimated future amortization expense (income) related to net intangible assets and liabilities is as follows (in thousands):
As of March 31, 2026, the weighted average amortization period of total intangible assets and liabilities was 7.9 years and 9.5 years, respectively. |
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PROVISION FOR IMPAIRMENT AND ADJUSTMENT TO CECL RESERVE |
3 Months Ended |
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Mar. 31, 2026 | |
| Asset Impairment Charges and Allowance for Credit loss Adjustments [Abstract] | |
| PROVISION FOR IMPAIRMENT AND ADJUSTMENT TO CECL RESERVE | NOTE 9. PROVISION FOR IMPAIRMENT AND ADJUSTMENT TO CECL RESERVE Income Properties. There were no impairment charges on the Company’s income property portfolio during the three months ended March 31, 2026 or 2025. Commercial Loans and Investments. During the three months ended March 31, 2026, the Company recorded $0.3 million reduction to its CECL reserve related to its commercial loans and investments, primarily due to the reduction in the overall balance due to a repayment during the three months ended March 31, 2026. No CECL impairment was recognized during the three months ended March 31, 2025. |
OTHER ASSETS |
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| Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| OTHER ASSETS | NOTE 10. OTHER ASSETS Other assets consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands):
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EQUITY |
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| EQUITY | NOTE 11. EQUITY SHELF REGISTRATION On October 11, 2022, the Company filed a shelf registration statement on Form S-3, relating to the registration and potential issuance of its common stock, preferred stock, debt securities, warrants, rights, and units with a maximum aggregate offering price of up to $500.0 million (the “2022 Registration Statement”). The Securities and Exchange Commission declared the 2022 Registration Statement effective on October 26, 2022. On October 16, 2024, the Company filed a new shelf registration statement on Form S-3, relating to the registration and potential issuance of its common stock, preferred stock, debt securities, warrants, rights, and units with a maximum aggregate offering price of up to $500.0 million (the “2024 Registration Statement”). The Securities and Exchange Commission declared the 2024 Registration Statement effective on November 12, 2024. The 2022 Registration Statement was terminated concurrently with the effectiveness of the 2024 Registration Statement. EQUITY OFFERING On December 5, 2022, the Company completed a follow-on public offering of 3,450,000 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 450,000 shares of common stock. Upon closing, the Company issued 3,450,000 shares and received net proceeds of $62.4 million, after deducting the underwriting discount and expenses. ATM PROGRAM On April 30, 2021, the Company implemented a $150.0 million “at-the-market” equity offering program (the “2021 ATM Program”) pursuant to which the Company sold shares of the Company’s common stock. During the year ended December 31, 2022, the Company sold 961,261 shares under the 2021 ATM Program for gross proceeds of $21.1 million at a weighted average price of $21.99 per share, generating net proceeds of $20.8 million after deducting transaction fees totaling less than $0.3 million. The 2021 ATM Program was terminated in connection with the establishment of the 2022 ATM Program, hereinafter defined. On October 28, 2022, the Company implemented a $150.0 million “at-the-market” equity offering program (the “2022 ATM Program”) pursuant to which the Company sold shares of the Company’s common stock. During the year ended December 31, 2022, the Company sold 604,765 shares under the 2022 ATM Program for gross proceeds of $12.3 million at a weighted average price of $20.29 per share, generating net proceeds of $12.1 million after deducting transaction fees totaling $0.2 million. In the aggregate, under the 2021 ATM Program and 2022 ATM Program, during the year ended December 31, 2022, the Company sold 1,566,026 shares for gross proceeds of $33.4 million at a weighted average price of $21.33 per share, generating net proceeds of $32.9 million after deducting transaction fees totaling $0.5 million. The Company was not active under the 2022 ATM Program during the year ended December 31, 2023. During the year ended December 31, 2024, the Company sold 7,226,192 shares under the 2022 ATM Program for gross proceeds of $134.2 million at a weighted average price of $18.58 per share, generating net proceeds of $132.2 million after deducting transaction fees of $2.0 million. The 2022 ATM Program was terminated in connection with the establishment of the 2024 ATM Program, hereinafter defined. On November 12, 2024, the Company implemented a $250.0 million “at-the-market” equity offering program (the “2024 ATM Program”) pursuant to which the Company may sell, from time to time, shares of the Company’s common stock. During the year ended December 31, 2024, the Company sold 1,696,601 shares under the 2024 ATM Program for gross proceeds of $33.5 million at a weighted average price of $19.77 per share, generating net proceeds of $33.0 million after deducting transaction fees of $0.5 million. The Company was not active under the 2024 ATM Program during the year ended December 31, 2025. During the three months ended March 31, 2026, the Company sold 733,883 shares under the 2024 ATM Program for gross proceeds of $14.4 million at a weighted average price of $19.59 per share, generating net proceeds of $14.2 million after deducting transaction fees of $0.2 million. As of March 31, 2026, $202.1 million of availability remained under the 2024 ATM Program. PREFERRED STOCK On June 28, 2021, the Company priced a public offering of 3,000,000 shares of its 6.375% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) at a public offering price of $25.00 per share. The offering closed on July 6, 2021 and generated total net proceeds to the Company of $72.4 million, after deducting the underwriting discount and expenses. On April 4, 2024, the Company priced a public offering of 1,500,000 additional shares of the Series A Preferred Stock, liquidation preference $25.00 per share, at a public offering price of $20.00 per share. The Company also granted the underwriters a 30-day option to purchase up to an additional 225,000 shares of the Series A Preferred Stock to cover over-allotments, which the underwriters exercised with respect to 218,417 shares on April 9, 2024. Upon closing on April 11, 2024, 1,718,417 shares of the Series A Preferred Stock (including the 218,417 shares of Series A Preferred Stock issued pursuant to the underwriters’ option) were issued generating net proceeds of $33.1 million, after deducting the underwriting discount and offering expenses payable by the Company. On August 23, 2024, the Company implemented a $24.5 million “at-the-market” preferred stock equity offering program (the “August 2024 Preferred Stock ATM Program”) pursuant to which the Company may sell, from time to time, shares of the Series A Preferred Stock. During the year ended December 31, 2024, the Company sold 15,844 shares under the 2024 Preferred Stock ATM Program generating net proceeds of $0.4 million at a weighted average price of $23.22 per share after deducting transaction fees of less than $0.1 million. The August 2024 Preferred Stock ATM Program was terminated in connection with the establishment of the November 2024 Preferred Stock ATM Program, hereinafter defined. On November 12, 2024, the Company implemented a $25.0 million “at-the-market” preferred stock equity offering program (the “November 2024 Preferred Stock ATM Program”) pursuant to which the Company may sell, from time to time, shares of the Series A Preferred Stock. The Company was not active under the November 2024 Preferred Stock ATM Program during the three months ended March 31, 2026. As of March 31, 2026, $25.0 million of availability remained under the November 2024 Preferred Stock ATM Program. The Series A Preferred Stock ranks senior to the Company’s common stock with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company. The Series A Preferred Stock has no maturity date and will remain outstanding unless redeemed. The Series A Preferred Stock is not redeemable by the Company prior to July 6, 2026 except under limited circumstances intended to preserve the Company’s qualification as a REIT for U.S. federal income tax purposes or upon the occurrence of a change of control, as defined in the Articles Supplementary designating the Series A Preferred Stock (the “Articles Supplementary”). Upon such change in control, the Company may redeem, at its election, the Series A Preferred Stock at a redemption price of $25.00 per share plus any accumulated and unpaid dividends up to, but excluding the date of redemption, and in limited circumstances, the holders of the Series A Preferred Stock may convert some or all of their Series A Preferred Stock into shares of the Company’s common stock at conversion rates set forth in the Articles Supplementary. See Note 13, “Share Repurchases” for the Company’s Series A Preferred Stock repurchase activity. DIVIDENDS The Company elected to be taxed as a REIT for U.S. federal income tax purposes under the Code commencing with its taxable year ended December 31, 2020. In order to maintain its qualification as a REIT, the Company must annually distribute, at a minimum, an amount equal to 90% of its taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains, and must distribute 100% of its taxable income (including net capital gains) to eliminate U.S. federal income taxes payable by the Company. Because taxable income differs from cash flow from operations due to non-cash revenues and expenses (such as depreciation and other items), in certain circumstances, the Company may generate operating cash flow in excess of its dividends, or alternatively, may need to make dividend payments in excess of operating cash flows. The following table outlines dividends declared and paid for the Series A Preferred Stock and the Company’s common stock during the three months ended March 31, 2026 and 2025 (in thousands, except per share data):
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COMMON STOCK AND EARNINGS PER SHARE |
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| Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| COMMON STOCK AND EARNINGS PER SHARE | NOTE 12. COMMON STOCK AND EARNINGS PER SHARE Basic earnings per common share is computed by dividing net income (loss) attributable to common stockholders during the period by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share is based on the assumption of the vesting of restricted stock at the beginning of each period using the treasury stock method at average cost for the periods. The following is a reconciliation of basic and diluted earnings per common share for each of the periods presented (in thousands, except share and per share data):
There were 3,782 and 42,458 potentially dilutive shares related to the Company’s restricted stock for the three months ended March 31, 2026 and 2025, respectively. |
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SHARE REPURCHASES |
3 Months Ended |
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Mar. 31, 2026 | |
| Class of Stock Disclosures [Abstract] | |
| SHARE REPURCHASES | NOTE 13. SHARE REPURCHASES COMMON STOCK REPURCHASE PROGRAM In February 2020, the Company’s Board of Directors approved a $10.0 million common stock repurchase program (the “$10.0 Million Common Stock Repurchase Program”). During the year ended December 31, 2020, the Company repurchased 265,695 shares of its common stock on the open market for a total cost of $4.1 million, or an average price per share of $15.43. During the year ended December 31, 2021, the Company repurchased 121,659 shares of its common stock on the open market for a total cost of $2.2 million, or an average price per share of $18.16. During the year ended December 31, 2022, the Company repurchased 145,724 shares of its common stock on the open market for a total cost of $2.8 million, or an average price per share of $19.15. No repurchases were made pursuant to the $10.0 Million Common Stock Repurchase Program during the year ended December 31, 2023. On February 16, 2023, the Company’s Board of Directors approved a common stock repurchase program (the “February 2023 $5.0 Million Common Stock Repurchase Program”), which eliminated the unutilized portion of the $10.0 Million Common Stock Repurchase Program. Pursuant to the February 2023 $5.0 Million Common Stock Repurchase Program, the Company was authorized to repurchase shares of its common stock for a total purchase price of up to $5.0 million. During the three months ended March 31, 2023, the Company repurchased 303,354 shares of its common stock on the open market for a total cost of $5.0 million, or an average price per share of $16.48, pursuant to the February 2023 $5.0 Million Common Stock Repurchase Program. Accordingly, as of March 31, 2023, no shares of the Company’s common stock remained available for repurchase under the February 2023 $5.0 Million Common Stock Repurchase Program. On April 25, 2023, the Company’s Board of Directors approved a common stock repurchase program, (the “April 2023 $5.0 Million Common Stock Repurchase Program”). Pursuant to the April 2023 $5.0 Million Common Stock Repurchase Program, the Company was authorized to repurchase shares of its common stock for a total purchase price of up to $5.0 million. During the year ended December 31, 2023, the Company repurchased 62,015 shares of its common stock on the open market for a total cost of $1.0 million, or an average price per share of $15.72. The April 2023 $5.0 Million Common Stock Repurchase Program was terminated in connection with the establishment of the December 2023 $5.0 Million Common Stock Repurchase Program (hereinafter defined). On December 12, 2023, the Company’s Board of Directors approved a common stock repurchase program (the “December 2023 $5.0 Million Common Stock Repurchase Program”). Pursuant to the December 2023 $5.0 Million Common Stock Repurchase Program, the Company was authorized to repurchase shares of its common stock for a total purchase price of up to $5.0 million. During the year ended December 31, 2024, the Company repurchased 40,726 shares of its common stock on the open market for a total cost of $0.7 million, or an average price per share of $16.28 pursuant to the December 2023 $5.0 Million Common Stock Repurchase Program. During the year ended December 31, 2025, the Company repurchased 266,161 shares of its common stock on the open market for a total cost of $4.3 million, or an average price per share of $16.29 pursuant to the December 2023 $5.0 Million Common Stock Repurchase Program. Accordingly, as of the date that the Company’s Board of Directors established the September 2025 $10.0 Million Common Stock Repurchase Program (hereinafter defined), no shares of the Company’s common stock remained available for repurchase under the December 2023 $5.0 Million Common Stock Repurchase Program. On September 24, 2025, the Company’s Board of Directors approved a common stock repurchase program, which is expected to be in effect until the approved dollar amount has been used to repurchase shares (the “September 2025 $10.0 Million Common Stock Repurchase Program”). Pursuant to the September 2025 $10.0 Million Common Stock Repurchase Program, the Company may repurchase shares of its common stock for a total purchase price of up to $10.0 million. Shares may be purchased under the September 2025 $10.0 Million Common Stock Repurchase Program in open market transactions, including through block purchases, through privately negotiated transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The September 2025 $10.0 Million Common Stock Repurchase Program does not obligate the Company to acquire any particular amount of shares of its common stock and may be modified or suspended. During the year ended December 31, 2025, the Company repurchased 307,563 shares of its common stock on the open market for a total cost of $5.0 million, or an average price per share of $16.26 under the September 2025 $10 Million Common Stock Repurchase Program. In the aggregate, under the December 2023 $5.0 Million Common Stock Repurchase Program and September 2025 $10.0 Million Common Stock Repurchase Program, the Company repurchased 573,724 shares of its common stock on the open market for a total cost of $9.3 million, or an average price per share of $16.27 during the year ended December 31, 2025. No shares of the Company’s common stock were purchased under the September 2025 $10 Million Common Stock Repurchase Program during the three months ended March 31, 2026. As of March 31, 2026, $5.0 million remained available for repurchases under the September 2025 $10 Million Common Stock Repurchase Program. SERIES A PREFERRED STOCK REPURCHASE PROGRAM On February 16, 2023, the Company’s Board of Directors approved a Series A Preferred Stock repurchase program, which is expected to be in effect until the approved dollar amount has been used to repurchase shares (the “Series A Preferred Stock Repurchase Program”). Pursuant to the Series A Preferred Stock Repurchase Program, the Company may repurchase shares of its Series A Preferred Stock for a total purchase price of up to $3.0 million. Shares may be purchased under the Series A Preferred Stock Repurchase Program in open market transactions, including through block purchases, through privately negotiated transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 under the Exchange Act. The Series A Preferred Stock Repurchase Program does not obligate the Company to acquire any particular amount of shares of its Series A Preferred Stock and may be modified or suspended. During the year ended December 31, 2023, the Company repurchased 21,192 shares of Series A Preferred Stock on the open market for a total cost of $0.4 million, or an average price per share of $18.45. No shares of the Company’s Series A Preferred Stock were repurchased under the Series A Preferred Stock Repurchase Program during the three months ended March 31, 2026 or 2025. |
LONG-TERM DEBT |
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| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LONG-TERM DEBT | NOTE 14. LONG-TERM DEBT As of March 31, 2026, the Company’s outstanding indebtedness, at face value, was as follows (in thousands):
BMO Credit Agreement. The Company has entered into a credit agreement (as amended and restated and further amended to date, the “BMO Credit Agreement”) with Bank of Montreal (“BMO”) and the other lenders thereunder, with BMO acting as the administrative agent for the lenders thereunder. The BMO Credit Agreement provides for:
As of March 31, 2026, the Revolving Credit Facility had a $184.0 million balance outstanding, and the undrawn commitment under the Revolving Credit Facility totaled $116.0 million. The BMO Credit Agreement contains 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 under the BMO Credit Agreement including, but not limited to, a maximum indebtedness ratio, a maximum secured indebtedness ratio, and a minimum fixed charge coverage ratio. The BMO Credit Agreement 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 BMO Credit Agreement. KeyBank Credit Agreement. The Company has also entered into a credit agreement (as amended to date, the “KeyBank Credit Agreement”) with the lenders party thereto and KeyBank National Association, as administrative agent The KeyBank Credit Agreement provides for:
The KeyBank Credit Agreement is subject contains 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 under the KeyBank Credit Agreement. Mortgage Notes Payable. On March 3, 2022, in connection with the acquisition of Price Plaza Shopping Center, the Company assumed an existing $17.8 million secured fixed-rate mortgage note payable, which bears interest at a fixed rate of 4.06% and matures in August 2026. Long-term debt consisted of the following (in thousands):
Payments applicable to reduction of principal amounts as of March 31, 2026 will be required as follows (in thousands):
The carrying value of long-term debt as of March 31, 2026 consisted of the following (in thousands):
In addition to the $2.3 million of financing costs, net of accumulated amortization included in the table above, as of March 31, 2026, the Company also had financing costs, net of accumulated amortization related to the Credit Facility of $0.5 million which is included in other assets on the consolidated balance sheets. These costs are amortized on a straight-line basis over the term of the Credit Facility and are included in interest expense in the Company’s accompanying consolidated statements of operations. The following table reflects a summary of interest expense incurred and paid during the three months ended March 31, 2026 and 2025 (in thousands):
The Company was in compliance with all of its debt covenants as of March 31, 2026 and December 31, 2025. |
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INTEREST RATE SWAPS |
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| Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INTEREST RATE SWAPS | NOTE 15. INTEREST RATE SWAPS The Company has entered into interest rate swap agreements to hedge against changes in future cash flows resulting from fluctuating interest rates related to the below noted borrowings. The interest rate agreements were 100% effective during the three months ended March 31, 2026 and 2025. Accordingly, the changes in fair value on the interest rate swaps have been classified in accumulated other comprehensive income (loss). The fair value of the interest rate swap agreements are included in and , respectively, on the consolidated balance sheets. Information related to the Company’s interest rate swap agreements as of March 31, 2026 is presented below (in thousands):
The use of interest rate swap agreements carries risks, including the risk that the counterparties to these agreements are not able to perform. To mitigate this risk, the Company enters into interest rate swap agreements with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company does not currently anticipate that any of the counterparties to the Company’s interest rate swap agreements will fail to meet their obligations. As of March 31, 2026, there were no events of default related to the Company’s interest rate swap agreements.
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ACCRUED AND OTHER LIABILITIES |
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Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payables and Accruals [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACCRUED AND OTHER LIABILITIES | NOTE 16. ACCRUED AND OTHER LIABILITIES Accrued and other liabilities consisted of the following (in thousands):
Reserve for Tenant Improvements. In connection with recent acquisitions, the Company received an aggregate of $1.7 million from the sellers of certain properties for tenant improvement allowances, leasing commissions and other capital improvements. These amounts are included in accrued and other liabilities on the consolidated balance sheets. Through March 31, 2026, payments totaling $0.2 million were made leaving a remaining reserve for tenant improvements of $1.5 million. Construction and Other Reserves from Commercial Loans and Investments. In connection with certain of the Company’s commercial loan investments, the borrower has deposited real estate tax and/or construction reserves in accounts held by the Company. Those accounts balances are included in restricted cash on the Company’s consolidated balance sheets with the corresponding liability recorded in accrued and other liabilities as seen above. |
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DEFERRED REVENUE |
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Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred Revenue Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||
| DEFERRED REVENUE | NOTE 17. DEFERRED REVENUE Deferred revenue consisted of the following (in thousands):
Interest Reserve from Commercial Loans and Investments. In connection with certain of the Company’s commercial loan investments, the borrower has deposited interest reserves in accounts held by the Company. Those accounts balances are included in restricted cash on the Company’s consolidated balance sheets with the corresponding liability recorded in deferred revenue as seen above. Pursuant to each respective agreement, interest reserves are either (i) utilized to fund the monthly interest due on the loan or (ii) maintained throughout the term of the loan. |
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STOCK-BASED COMPENSATION |
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| Share-Based Payment Arrangement [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| STOCK-BASED COMPENSATION | NOTE 18. 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, 2026 is presented below.
Amounts recognized in the financial statements for stock-based compensation are as follows (in thousands):
EQUITY-CLASSIFIED STOCK COMPENSATION Performance Share Awards – Peer Group Market Condition Vesting Performance shares have been granted to certain employees under the Fifth Amended and Restated CTO Realty Growth, Inc. 2010 Equity Incentive Plan (the “2010 Plan”). The performance share awards entitle the recipient to receive, upon the vesting thereof, shares of common stock of the Company equal to between 0% and 150% of the number of performance shares awarded. The number of shares of common stock ultimately received by the award recipient is determined based on the Company’s total stockholder return as compared to the total stockholder return of a certain peer group during a three-year performance period. The Company granted a total of 121,053 performance shares during the three months ended March 31, 2026. The Company used a Monte Carlo simulation pricing model to determine the fair value of its awards that are based on market conditions. The determination of the fair value of market condition-based awards is affected by the Company’s stock price as well as assumptions regarding a number of other variables. These variables include expected stock price volatility over the requisite performance term of the awards, the relative performance of the Company’s stock price and stockholder returns to companies in its peer group, annual dividends, and a risk-free interest rate assumption. Compensation cost is recognized regardless of the achievement of the market conditions, provided the requisite service period is met. As of March 31, 2026, there was $3.9 million of unrecognized compensation cost, adjusted for estimated forfeitures, related to the non-vested performance share awards, which will be recognized over a remaining weighted average period of 2.2 years. A summary of the activity for these awards during the three months ended March 31, 2026 is presented below:
Restricted shares have been granted to certain employees under the 2010 Plan. Certain of the restricted shares vest on each of the first, second, and third anniversaries of January 28 of the applicable year provided the grantee is an employee of the Company on those dates. In addition, any unvested portion of the restricted shares will vest upon a change in control. The Company granted a total of 131,892 shares of restricted Company common stock during the three months ended March 31, 2026. The Company’s determination of the fair value of the restricted stock awards was calculated by multiplying the number of shares issued by the Company’s stock price at the grant date. Compensation cost is recognized on a straight-line basis over the applicable vesting period. As of March 31, 2026, there was $4.2 million of unrecognized compensation cost, adjusted for estimated forfeitures, related to the non-vested restricted share awards, which will be recognized over a remaining weighted average period of 2.3 years. A summary of the activity for these awards during the three months ended March 31, 2026 is presented below:
NON-EMPLOYEE DIRECTOR STOCK COMPENSATION Each member of the Company’s Board of Directors has the option to receive his or her annual cash retainer and applicable committee retainers 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, by (ii) the trailing 20-day average price of the Company’s common stock as of the last day of the quarter, rounded down to the nearest whole number of shares. Each non-employee director serving as of the beginning of each calendar year shall receive an annual award of the Company’s common stock. The value of such award totaled $62,500 for each of the three months ended March 31, 2026 and 2025 (the “Annual Award”). The number of shares awarded is calculated based on the trailing 20-day average price of the Company’s common stock as of the date two 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, 2026 and 2025, the expense recognized for the value of the Company’s common stock received by non-employee directors totaled $0.4 million, or 20,948 shares, and $0.4 million, or 20,605 shares, respectively. The expense recognized includes the Annual Award received during the first quarter of each respective year, which totaled $0.3 million during each of the three month periods ended March 31, 2026 and 2025, respectively. |
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INCOME TAXES |
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Mar. 31, 2026 | |
| Income Tax Disclosure [Abstract] | |
| INCOME TAXES | NOTE 19. INCOME TAXES The Company elected to be taxed as a REIT for U.S. federal income tax purposes, commencing with its taxable year ended December 31, 2020. The Company believes that, commencing with such taxable year, it has been organized and has operated in such a manner as to qualify for taxation as a REIT under the U.S. federal income tax laws. The Company intends to continue to operate in such a manner. As a REIT, the Company will be subject to U.S. federal and state income taxation at corporate rates on its net taxable income; the Company, however, may claim a deduction for the amount of dividends paid to its stockholders. Amounts distributed as dividends by the Company will be subject to taxation at the stockholder level only. While the Company must distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, to qualify as a REIT, the Company intends to distribute all of its net taxable income. The Company is allowed certain other non-cash deductions or adjustments, such as depreciation expense, when computing its REIT taxable income and distribution requirement. These deductions permit the Company to reduce its dividend payout requirement under U.S. federal income tax laws. Certain states may impose minimum franchise taxes. To comply with certain REIT requirements, the Company holds certain of its non-REIT assets and operations through TRSs and subsidiaries of TRSs, which are subject to applicable U.S. federal, state and local corporate income tax on their taxable income. For the taxable years ending December 31, 2026 and 2025, the Company owns one TRS, which is subject to federal and applicable state income taxation. The TRS is required to file a separate corporate income tax return. As a result of the Company’s election to be taxed as a REIT, during the year ended December 31, 2020, an $82.5 million deferred tax benefit was recorded to de-recognize the deferred tax assets and liabilities associated with the entities included in the REIT. A significant portion of the deferred tax benefit recognized related to the de-recognition of deferred tax liabilities resulting from Internal Revenue Code Section 1031 like-kind exchanges (“1031 Exchanges”). The Company will be subject to corporate income taxes related to assets held by it that are sold during the 5-year period following the date of conversion to the extent such sold assets had a built-in gain as of January 1, 2020. The Company has disposed of certain, primarily single-tenant REIT assets after the REIT conversion within the 5-year period. All such sales were completed using 1031 Exchanges or other deferred tax structures to mitigate the built-in gain tax liability of conversion. |
COMMITMENTS AND CONTINGENCIES |
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Mar. 31, 2026 | ||||||||||||||||||||||||
| Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||
| COMMITMENTS AND CONTINGENCIES | NOTE 20. 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 legal proceedings cannot be predicted with certainty, the Company is not currently a party to any pending or threatened legal proceedings that we believe could have a material adverse effect on the Company’s business or financial condition. Contractual Commitments – Expenditures The Company has committed to fund the following capital improvements. The improvements, which are related to several properties, are estimated to be generally completed within twelve months. These commitments, as of March 31, 2026, are as follows (in thousands):
The Company has unfunded loan commitments under two construction loans as described in Note 4, “Commercial Loans and Investments.” The unfunded portion of these construction loans totaled $46.2 million as of March 31, 2026. |
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BUSINESS SEGMENT DATA |
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| Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BUSINESS SEGMENT DATA | NOTE 21. BUSINESS SEGMENT DATA The Company operates in three primary business segments: income properties, management services, and commercial loans and investments. The management services segment consists of the revenue generated from managing PINE, the Portfolio Management Agreement and a subsurface management agreement, as described further in Note 5, “Management Services Business.” Our income property operations consist of income-producing properties, and our business plan is focused on investing in additional income-producing properties. Our income property operations accounted for 90.8% and 87.2% of our identifiable assets as of March 31, 2026 and December 31, 2025, respectively. Our income property operations accounted for 88.8% and 88.4% of our consolidated revenues for the three months ended March 31, 2026 and 2025, respectively. Our management fee income consists of the management fees earned for the management of PINE, the Portfolio Management Agreement and a subsurface management agreement during the three months ended March 31, 2026 and 2025. As of March 31, 2026, our commercial loan and investment portfolio consisted of four commercial loan investments and one preferred equity investment which is classified as a commercial loan investment. Information about the Company’s operations in different segments for the three months ended March 31, 2026 is as follows (in thousands):
Information about the Company’s operations in different segments for the three months ended March 31, 2025 is as follows (in thousands):
Capital expenditures of each segment for the three months ended March 31, 2026 and 2025 are as follows (in thousands):
Identifiable assets of each segment as of March 31, 2026 and December 31, 2025 are as follows (in thousands):
Identifiable assets by segment are those assets that are used in the Company’s operations in each segment. Corporate and other assets consist primarily of cash and restricted cash, property, plant, and equipment related to the other operations, as well as the general and corporate operations. |
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ASSETS HELD FOR SALE |
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||
| Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||||||||||||||||||||||
| ASSETS HELD FOR SALE | NOTE 22. ASSETS HELD FOR SALE The Company had one shopping center, Madison Yards located in Atlanta, Georgia, classified as held for sale as of March 31, 2026. As of March 31, 2026, the Company deems the sale of Madison Yards probable pursuant to a purchase and sale agreement executed during the three months ended March 31, 2026. Assets held for sale consisted of the following (in thousands).
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SUBSEQUENT EVENTS |
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|---|---|---|---|---|
Mar. 31, 2026 | ||||
| Subsequent Events [Abstract] | ||||
| SUBSEQUENT EVENTS | NOTE 23. SUBSEQUENT EVENTS Subsequent events and transactions were evaluated through April 28, 2026, the date the consolidated financial statements were issued. The following subsequent events occurred:
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Pay vs Performance Disclosure - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
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| Pay vs Performance Disclosure | ||
| Net Income (Loss) | $ 6,205 | $ 2,261 |
Insider Trading Arrangements |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Trading Arrangements, by Individual | |
| Rule 10b5-1 Arrangement Adopted | false |
| Non-Rule 10b5-1 Arrangement Adopted | false |
| Rule 10b5-1 Arrangement Terminated | false |
| Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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Mar. 31, 2026 | ||||||||||
| Accounting Policies [Abstract] | ||||||||||
| Interim Financial Information | Interim Financial Information The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited consolidated financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, 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, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026. |
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| Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and other entities in which we have a controlling interest. Any real estate entities or properties included in the consolidated financial statements have been consolidated only for the periods that such entities or properties were owned or under control by us. All inter-company balances and transactions have been eliminated in the consolidated financial statements. As of March 31, 2026, the Company has an equity investment in PINE. |
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| Segment Reporting | Segment Reporting ASC Topic 280, Segment Reporting, establishes standards related to the manner in which enterprises report operating segment information. The Company operates in three primary business segments including income properties, management services, and commercial loans and investments as further discussed within Note 21, “Business Segment Data”. The Company has no other reportable segments. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on a disaggregated basis for purposes of allocating and evaluating financial performance. |
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| Real Estate | Real Estate The Company’s real estate assets are carried at cost, less accumulated depreciation and amortization and impairment losses, if any. Such assets are depreciated on a straight-line basis over their estimated useful lives. Renewals and betterments are capitalized to the applicable property accounts. The cost of maintenance and repairs is expensed as incurred. The cost of property retired or otherwise disposed of, and the related accumulated depreciation or amortization, are removed from the accounts, and any resulting gain or loss is recorded in the Company’s consolidated statement of operations. The amount of depreciation of real estate, exclusive of amortization related to intangible assets, recognized for the three months ended March 31, 2026 and March 31, 2025, was $9.7 million and $8.3 million, respectively. |
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| Long-Lived Assets | Long-Lived Assets The Company follows FASB ASC Topic 360-10, Property, Plant, and Equipment in conducting its impairment analyses. The Company reviews the recoverability of long-lived assets, including land and development costs, real estate held for sale, and property, plant, and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Examples of situations considered to be triggering events include: a substantial decline in operating cash flows during the period, a current or projected loss from operations, an income property not fully leased or leased at rates that are less than current market rates, and any other quantitative or qualitative events deemed significant by our management. Long-lived assets are evaluated for impairment by using an undiscounted cash flow approach, which considers future estimated capital expenditures. Impairment of long-lived assets is measured at fair value less cost to sell. |
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| Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Among other factors, fluctuating market conditions that can exist in the national real estate markets and the volatility and uncertainty in the financial and credit markets make it possible that the estimates and assumptions, most notably those related to the Company’s investments in income properties, could change materially due to continued volatility in the real estate and financial markets, or as a result of a significant dislocation in those markets. |
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| Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents includes cash on hand, bank demand accounts, and money market accounts having original maturities of 90 days or less. The Company’s bank balances as of March 31, 2026 and December 31, 2025 include certain amounts over the Federal Deposit Insurance Corporation limits. |
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| Restricted Cash | Restricted Cash Restricted cash totaled $10.6 million at March 31, 2026, consisting of (i) $9.6 million held in three reserve accounts related to the Company’s commercial loans and investments for interest, real estate tax and/or construction costs and (ii) $1.0 million held in escrow to fund certain construction commitments. |
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| Derivative Financial Instruments and Hedging Activity | Derivative Financial Instruments and Hedging Activity The Company accounts for its cash flow hedging derivatives in accordance with FASB ASC Topic 815-20, Derivatives and Hedging. 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 each 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 documented the relationship between the hedging instruments and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge transactions. At the hedges’ inception, the Company assessed whether the derivatives that are used in hedging the transactions are highly effective in offsetting changes in cash flows of the hedged items, and we will continue to do so on a quarterly basis. Changes in fair value of the hedging instruments that are highly effective and designated and qualified as cash-flow hedges are recorded in other comprehensive income and loss, until earnings are affected by the variability in cash flows of the designated hedged items (see Note 15, “Interest Rate Swaps”). |
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| 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, 2026 and December 31, 2025, approximate fair value because of the short maturity of these instruments. The carrying value of the Company’s Credit Facility (hereinafter defined) as of March 31, 2026 and December 31, 2025, approximates current market rates for revolving credit arrangements with similar risks and maturities. The face value of the Company’s fixed rate commercial loans and investments, the 2027 Term Loan (hereinafter defined), the 2028 Term Loan (hereinafter defined), the 2029 Term Loan (hereinafter defined), the 2030 Term Loan (hereinafter defined), and mortgage note held as of March 31, 2026 and December 31, 2025 are measured at fair value based on current market rates for financial instruments with similar risks and maturities (see Note 7, “Fair Value of Financial Instruments”). |
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| Fair Value Measurements | Fair Value Measurements The Company’s estimates of fair value of financial and non-financial assets and liabilities is based on the framework established by U.S. GAAP. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. U.S. GAAP describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:
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| Recognition of Interest Income from Commercial Loans and Investments | Recognition of Interest Income from Commercial Loans and Investments Interest income on commercial loans and investments includes interest payments made by the borrower and the accretion of purchase discounts and loan origination fees, offset by the amortization of loan costs. Interest payments are accrued based on the actual coupon rate and the outstanding principal balance, and purchase discounts and loan origination fees are accreted into income using the effective yield method, adjusted for prepayments. Pursuant to ASC 326, Financial Instruments - Credit Losses, the Company measures and records a provision for current expected credit losses (“CECL”) each time a new investment is made or a loan is repaid, as well as if changes to estimates occur during a quarterly measurement period. We are unable to use historical data to estimate expected credit losses, as we have incurred no losses to date. Management utilizes a loss-rate method and considers macroeconomic factors to estimate its CECL allowance, which is calculated based on the amortized cost basis of the commercial loans. |
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| Accounts Receivable | Accounts Receivable Accounts receivable related to income properties, which are classified in other assets on the consolidated balance sheets, primarily consist of accrued tenant reimbursable expenses and other tenant receivables. Receivables related to income property tenants totaled $3.8 million and $3.9 million as of March 31, 2026 and December 31, 2025, respectively. The collectability of the aforementioned receivables shall be considered and adjusted through an allowance for doubtful accounts which is included in income property revenue on the consolidated statements of operations. As of March 31, 2026 and December 31, 2025, the Company’s allowance for doubtful accounts totaled $2.8 million and $2.6 million, respectively. |
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| Purchase Accounting for Acquisitions of Real Estate Subject to a Lease | Purchase Accounting for Acquisitions of Real Estate Subject to a Lease Investments in real estate are carried at cost less accumulated depreciation and amortization and impairment losses, if any. The cost of investments in real estate reflects their purchase price or development cost. We evaluate each acquisition transaction to determine whether the acquired asset meets the definition of a business. Under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, an acquisition does not qualify as a business when there is no substantive process acquired or substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets or the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. Transaction costs related to acquisitions that are asset acquisitions are capitalized as part of the cost basis of the acquired assets, while transaction costs for acquisitions that are deemed to be acquisitions of a business are expensed as incurred. Improvements and replacements are capitalized when they extend the useful life or improve the productive capacity of the asset. Costs of repairs and maintenance are expensed as incurred. In accordance with FASB guidance, the fair value of the real estate acquired with in-place leases is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs, based in each case on their relative fair values. In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value. The capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. The capitalized below-market lease values are amortized as an increase to rental income over the initial term unless management believes the lease includes bargain renewal options that are likely to be exercised, in which case the Company includes such renewal periods in the amortization period utilized. The Company considers both qualitative and quantitative factors in considering if a lease contains a bargain renewal option and the likelihood of a tenant exercising such option. The value of in-place leases and leasing costs are amortized to expense over the remaining non-cancelable periods of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be written off. The Company incurs costs related to the development and leasing of its properties. Such costs include, but are not limited to, tenant improvements, leasing commissions, rebranding, facility expansion and other capital improvements, and are included in construction in progress during the development period. When a construction project is considered to be substantially complete, the capitalized costs are reclassified to the appropriate real estate asset and depreciation begins. The Company assesses the level of construction activity to determine the amount, if any, of interest expense to be capitalized to the underlying construction projects. |
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| Assets Held for Sale | Assets Held for Sale Investments in real estate which are determined to be “held for sale” pursuant to FASB Topic 360-10, Property, Plant, and Equipment are reported separately on the consolidated balance sheets at the lesser of carrying value or fair value, less costs to sell. Real estate investments classified as held for sale are not depreciated. |
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| Sales of Real Estate | Sales of Real Estate When income properties are disposed of, the related cost basis of the real estate, intangible lease assets, and intangible lease liabilities, net of accumulated depreciation and/or amortization, and any accrued straight-line rental income balance for the underlying operating leases are removed, and gains or losses from the dispositions are reflected in net income within gain (loss) on disposition of assets. In accordance with the FASB guidance, gains or losses on sales of real estate are generally recognized using the full accrual method. Gains and losses on land sales, in addition to the sale of subsurface interests and mitigation credits, are accounted for as required by FASB ASC Topic 606, Revenue from Contracts with Customers. The Company recognizes revenue from such sales when the Company transfers the promised goods in the contract based on the transaction price allocated to the performance obligations within the contract. As market information becomes available, the underlying cost basis is analyzed and recorded at the lower of cost or market. |
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| Income Taxes | Income Taxes The Company elected to be taxed as a REIT for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”) commencing with its taxable year ended December 31, 2020. The Company believes that, commencing with such taxable year, it has been organized and has operated in such a manner as to qualify for taxation as a REIT under the U.S. federal income tax laws. The Company intends to continue to operate in such a manner. As a REIT, the Company will be subject to U.S. federal and state income taxation at corporate rates on its net taxable income; the Company, however, may claim a deduction for the amount of dividends paid to its stockholders. Amounts distributed as dividends by the Company will be subject to taxation at the stockholder level only. While the Company must distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, to qualify as a REIT, the Company intends to distribute all of its net taxable income. The Company is allowed certain other non-cash deductions or adjustments, such as depreciation expense, when computing its REIT taxable income and distribution requirement. These deductions permit the Company to reduce its dividend payout requirement under U.S. federal income tax laws. Certain states may impose minimum franchise taxes. To comply with certain REIT requirements, the Company holds certain of its non-REIT assets and operations through a TRS and subsidiaries of a TRS, which are subject to applicable U.S. federal, state and local corporate income tax on their taxable income. As of January 1, 2024, the Company owns one TRS, which is subject to federal and applicable state income taxation. The TRS is required to file a separate corporate income tax return. The Company uses the asset and liability method to account for income taxes for the Company’s TRS. 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 19, “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. |
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| Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company also has certain concentrations that make up more than 10% of our income property portfolio, as described below:
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| Recent Accounting Developments | Recent Accounting Developments In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) which requires additional disclosures regarding a public company’s expenses and addresses requests from investors for more detailed information about the types of expenses (e.g., purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (e.g., cost of sales; selling, general, and administrative (SG&A); and research and development (R&D)). ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
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INCOME PROPERTIES (Tables) |
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||
| INCOME PROPERTIES | |||||||||||||||||||||||||||||||||||||||||||
| Schedule of components of leasing revenue | The components of leasing revenue are as follows (in thousands):
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| Schedule of minimum future base rental revenue on non-cancelable leases | Minimum future base rental receipts under non-cancelable operating leases, excluding percentage rent and other lease payments that are not fixed and determinable, having remaining terms in excess of one year subsequent to March 31, 2026, are summarized as follows (in thousands):
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COMMERCIAL LOANS AND INVESTMENTS (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Receivables [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of components of commercial loan investment portfolio | The Company’s commercial loans and investments were comprised of the following at March 31, 2026 (in thousands):
The Company’s commercial loans and investments were comprised of the following at December 31, 2025 (in thousands):
The carrying value of the commercial loans and investments portfolio at March 31, 2026 and December 31, 2025 consisted of the following (in thousands):
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MANAGEMENT SERVICES BUSINESS (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Property Management Fee [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of amounts due from PINE | The following table represents amounts due from PINE as of March 31, 2026 and December 31, 2025 which are included in other assets on the consolidated balance sheets (in thousands):
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INVESTMENT SECURITIES (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investments, Debt and Equity Securities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of available-for-sale securities | The Company’s available-for-sale securities as of March 31, 2026 and December 31, 2025 are summarized below (in thousands):
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FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of carrying value and estimated fair value of financial instruments | The following table presents the carrying value and estimated fair value of the Company’s financial instruments not carried at fair value on the consolidated balance sheets at March 31, 2026 and December 31, 2025 (in thousands):
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| 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, 2026 and December 31, 2025 (in thousands).
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INTANGIBLE ASSETS AND LIABILITIES (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of components of intangible lease assets and liabilities | Intangible assets and liabilities consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands):
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| Schedule of net amortization of intangible assets and liabilities | The following table reflects the net amortization of intangible assets and liabilities during the three months ended March 31, 2026 and 2025 (in thousands):
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| Schedule of estimated future amortization expense (income) related to net intangible assets and liabilities | The estimated future amortization expense (income) related to net intangible assets and liabilities is as follows (in thousands):
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OTHER ASSETS (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of components of other assets | Other assets consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands):
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EQUITY (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of dividends declared and paid | The following table outlines dividends declared and paid for the Series A Preferred Stock and the Company’s common stock during the three months ended March 31, 2026 and 2025 (in thousands, except per share data):
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COMMON STOCK AND EARNINGS PER SHARE (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of computation of earnings per share | The following is a reconciliation of basic and diluted earnings per common share for each of the periods presented (in thousands, except share and per share data):
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LONG-TERM DEBT (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of outstanding indebtedness, at face value | As of March 31, 2026, the Company’s outstanding indebtedness, at face value, was as follows (in thousands):
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| Schedule of components of long-term debt | Long-term debt consisted of the following (in thousands):
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| Schedule of payments applicable to reduction of principal amounts | Payments applicable to reduction of principal amounts as of March 31, 2026 will be required as follows (in thousands):
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| Schedule of carrying value of long-term debt | The carrying value of long-term debt as of March 31, 2026 consisted of the following (in thousands):
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| Schedule of interest expense on debt | The following table reflects a summary of interest expense incurred and paid during the three months ended March 31, 2026 and 2025 (in thousands):
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INTEREST RATE SWAPS (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of interest rate swap agreements | Information related to the Company’s interest rate swap agreements as of March 31, 2026 is presented below (in thousands):
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ACCRUED AND OTHER LIABILITIES (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payables and Accruals [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of components of accrued and other liabilities | Accrued and other liabilities consisted of the following (in thousands):
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DEFERRED REVENUE (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred Revenue Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of components of deferred revenue | Deferred revenue consisted of the following (in thousands):
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STOCK-BASED COMPENSATION (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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, 2026 is presented below.
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| Schedule of amounts recognized for stock-based compensation | Amounts recognized in the financial statements for stock-based compensation are as follows (in thousands):
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| share based payment arrangement tranche one | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| STOCK-BASED COMPENSATION | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of performance shares with market conditions | A summary of the activity for these awards during the three months ended March 31, 2026 is presented below:
|
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| share based payment arrangement, tranche three | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| STOCK-BASED COMPENSATION | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of non-vested restricted shares | A summary of the activity for these awards during the three months ended March 31, 2026 is presented below:
|
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COMMITMENTS AND CONTINGENCIES (Tables) |
3 Months Ended | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | ||||||||||||||||||||||||
| Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||
| Schedule of Commitments | The Company has committed to fund the following capital improvements. The improvements, which are related to several properties, are estimated to be generally completed within twelve months. These commitments, as of March 31, 2026, are as follows (in thousands):
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BUSINESS SEGMENT DATA (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of operations in different segments | Information about the Company’s operations in different segments for the three months ended March 31, 2026 is as follows (in thousands):
Information about the Company’s operations in different segments for the three months ended March 31, 2025 is as follows (in thousands):
Capital expenditures of each segment for the three months ended March 31, 2026 and 2025 are as follows (in thousands):
Identifiable assets of each segment as of March 31, 2026 and December 31, 2025 are as follows (in thousands):
|
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ASSETS HELD FOR SALE (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||||||||||
| Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||||||||||||||||||||||
| Schedule of assets held for sale | As of March 31, 2026, the Company deems the sale of Madison Yards probable pursuant to a purchase and sale agreement executed during the three months ended March 31, 2026. Assets held for sale consisted of the following (in thousands).
|
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DESCRIPTION OF BUSINESS - General Information (Details) ft² in Millions |
Mar. 31, 2026
ft²
state
property
|
|---|---|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Number of real estate properties | property | 22 |
| Number of states in which entity operates | state | 7 |
| Area of real estate property | ft² | 5.9 |
DESCRIPTION OF BUSINESS - Commercial Loans and Investments (Details) |
3 Months Ended |
|---|---|
|
Mar. 31, 2026
loan
property
| |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Number of commercial loan investments | loan | 4 |
| Number of preferred equity investment | property | 1 |
DESCRIPTION OF BUSINESS - Investment (Details) $ in Thousands |
3 Months Ended | |
|---|---|---|
|
Mar. 31, 2026
USD ($)
|
Dec. 31, 2025
USD ($)
|
|
| Equity Securities, FV-NI | ||
| Investment in Alpine Income Property Trust, Inc. | $ 44,488 | $ 41,324 |
| Alpine Income Property Trust, Inc. Common Stock and Alpine Income Property OP, LP Limited Partnership Units | ||
| Equity Securities, FV-NI | ||
| Investment in Alpine Income Property Trust, Inc. | $ 44,488 | $ 41,324 |
| Investment ownership percentage (as a percent) | 14.00% | |
| Conversion ratio on merger | 1 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment Reporting (Details) - segment |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| Accounting Policies [Abstract] | ||
| Number of business segments | 3 | 3 |
| Segment Reporting, CODM, Individual Title and Position or Group Name | srt:ChiefExecutiveOfficerMember | srt:ChiefExecutiveOfficerMember |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Real Estate (Details) - USD ($) $ in Millions |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| Accounting Policies [Abstract] | ||
| Depreciation of real estate | $ 9.7 | $ 8.3 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash (Details) $ in Thousands |
Mar. 31, 2026
USD ($)
item
|
Dec. 31, 2025
USD ($)
|
Mar. 31, 2025
USD ($)
|
|---|---|---|---|
| Restricted Cash | |||
| Restricted cash | $ 10,587 | $ 34,652 | $ 6,936 |
| Commercial loans and investments | |||
| Restricted Cash | |||
| Restricted cash | $ 9,600 | ||
| Number of reserve accounts related to interest, real estate tax and/or construction costs | item | 3 | ||
| Construction commitments | |||
| Restricted Cash | |||
| Restricted cash | $ 1,000 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable (Details) - USD ($) $ in Millions |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Accounts Receivable | ||
| Income property tenant receivables | $ 3.8 | $ 3.9 |
| Allowance for doubtful accounts | $ 2.8 | $ 2.6 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) $ in Thousands |
24 Months Ended | ||
|---|---|---|---|
|
Jan. 01, 2024
subsidiary
|
Dec. 31, 2026
subsidiary
|
Mar. 31, 2026
USD ($)
|
|
| Income Taxes | |||
| Number of taxable REIT subsidiaries | subsidiary | 1 | 1 | |
| Reserves for uncertain income tax positions | $ | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recently Issued Accounting Standards (Details) |
Mar. 31, 2026 |
|---|---|
| Accounting Standards Update 2024-03 | |
| New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
| Change in Accounting Principle, Accounting Standards Update, Adopted | false |
INCOME PROPERTIES - Leasing Revenue (Details) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| Leasing Revenue | ||
| Lease Payments | $ 27,514 | $ 23,926 |
| Variable Lease Payments | 9,066 | 7,746 |
| Total Leasing Revenue | $ 36,580 | $ 31,672 |
| Operating Lease, Lease Income, Statement of Income or Comprehensive Income | Revenues | Revenues |
INCOME PROPERTIES - Minimum Future Base Rental Revenue on Non-cancelable Leases (Details) $ in Thousands |
Mar. 31, 2026
USD ($)
|
|---|---|
| Minimum future base rental revenue on non-cancelable leases | |
| Remainder of 2026 | $ 82,512 |
| 2027 | 99,935 |
| 2028 | 85,484 |
| 2029 | 69,852 |
| 2030 | 59,415 |
| 2031 | 45,564 |
| 2032 and Thereafter (Cumulative) | 115,506 |
| Total | $ 558,268 |
INCOME PROPERTIES - Dispositions (Details) - USD ($) |
Mar. 31, 2026 |
Mar. 31, 2025 |
|---|---|---|
| Real Estate Companies Disclosures [Abstract] | ||
| Number of real estate properties disposed | 0 | 0 |
COMMERCIAL LOANS AND INVESTMENTS - Carrying Value (Details) - USD ($) $ in Thousands |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| COMMERCIAL LOANS AND INVESTMENTS | ||
| Current Face Amount | $ 83,416 | $ 108,050 |
| CECL Reserve | (819) | (1,140) |
| Total Commercial Loans and Investments | 80,713 | 104,804 |
| Commercial loan and master lease investments | ||
| COMMERCIAL LOANS AND INVESTMENTS | ||
| Current Face Amount | 83,416 | 108,050 |
| Unaccreted Origination Fees | (675) | (778) |
| Unaccreted Exit Fees | (1,209) | (1,328) |
| CECL Reserve | (819) | (1,140) |
| Total Commercial Loans and Investments | $ 80,713 | $ 104,804 |
MANAGEMENT SERVICES BUSINESS - Summary of Amounts Due (Details) - USD ($) $ in Thousands |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Related Party | ||
| MANAGEMENT SERVICES BUSINESS | ||
| Other receivables | $ 1,707 | $ 2,379 |
| Investee | Alpine Income Property Trust, Inc. | ||
| MANAGEMENT SERVICES BUSINESS | ||
| Other receivables | 1,707 | 2,379 |
| Investee | Management Services Fee Due From PINE | Alpine Income Property Trust, Inc. | ||
| MANAGEMENT SERVICES BUSINESS | ||
| Other receivables | 1,272 | 1,142 |
| Investee | Dividend Receivable | Alpine Income Property Trust, Inc. | ||
| MANAGEMENT SERVICES BUSINESS | ||
| Other receivables | 367 | 349 |
| Investee | Other | Alpine Income Property Trust, Inc. | ||
| MANAGEMENT SERVICES BUSINESS | ||
| Other receivables | $ 68 | $ 888 |
INVESTMENT SECURITIES - General Information (Details) - USD ($) $ in Thousands |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| INVESTMENT SECURITIES | ||
| Investment in Alpine Income Property Trust, Inc. | $ 44,488 | $ 41,324 |
| Alpine Income Property Trust, Inc. Common Stock and Alpine Income Property OP, LP Limited Partnership Units | ||
| INVESTMENT SECURITIES | ||
| Number of shares owned | 2,470,000 | |
| Investment ownership percentage (as a percent) | 14.00% | |
| Investment in Alpine Income Property Trust, Inc. | $ 44,488 | 41,324 |
| Alpine Income Property OP, LP Limited Partnership Units | ||
| INVESTMENT SECURITIES | ||
| Number of shares owned | 1,223,854 | |
| Investment ownership percentage (as a percent) | 6.90% | |
| Investment in Alpine Income Property Trust, Inc. | $ 22,029 | 20,463 |
| Common Stock | ||
| INVESTMENT SECURITIES | ||
| Number of shares owned | 1,247,702 | |
| Investment ownership percentage (as a percent) | 7.10% | |
| Investment in Alpine Income Property Trust, Inc. | $ 22,459 | $ 20,861 |
INVESTMENT SECURITIES - Available-for-Sale Securities (Details) - USD ($) $ in Thousands |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Available-for-sale securities | ||
| Investment Securities | $ 44,488 | $ 41,324 |
| Alpine Income Property Trust, Inc. Common Stock and Alpine Income Property OP, LP Limited Partnership Units | ||
| Available-for-sale securities | ||
| Cost | 45,739 | 45,739 |
| Unrealized Losses in Investment Income | (1,251) | (4,415) |
| Investment Securities | 44,488 | 41,324 |
| Common Stock | ||
| Available-for-sale securities | ||
| Cost | 22,486 | 22,486 |
| Unrealized Losses in Investment Income | (27) | (1,625) |
| Investment Securities | 22,459 | 20,861 |
| Alpine Income Property OP, LP Limited Partnership Units | ||
| Available-for-sale securities | ||
| Cost | 23,253 | 23,253 |
| Unrealized Losses in Investment Income | (1,224) | (2,790) |
| Investment Securities | $ 22,029 | $ 20,463 |
INTANGIBLE ASSETS AND LIABILITIES - Components (Details) - USD ($) $ in Thousands |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Intangible Assets And Liabilities | ||
| Sub-total Intangible Lease Assets | $ 150,134 | $ 152,361 |
| Accumulated Amortization | (63,655) | (67,651) |
| Sub-total Intangible Lease Assets-Net | 86,479 | 84,710 |
| Intangible Lease Liabilities: | ||
| Value of Below Market In-Place Leases | (43,190) | (42,144) |
| Sub-total Intangible Lease Liabilities | (43,190) | (42,144) |
| Accumulated Amortization | 10,628 | 10,658 |
| Sub-total Intangible Lease Liabilities-Net | (32,562) | (31,486) |
| Total Intangible Assets and Liabilities-Net | 53,917 | 53,224 |
| Value of In-Place Leases | ||
| Intangible Assets And Liabilities | ||
| Sub-total Intangible Lease Assets | 98,688 | 99,346 |
| Value of Above Market In-Place Leases | ||
| Intangible Assets And Liabilities | ||
| Sub-total Intangible Lease Assets | 21,442 | 23,052 |
| Value of Intangible Leasing Costs | ||
| Intangible Assets And Liabilities | ||
| Sub-total Intangible Lease Assets | $ 30,004 | $ 29,963 |
INTANGIBLE ASSETS AND LIABILITIES - Amortization (Details) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| Intangible Assets And Liabilities | ||
| Amortization Expense | $ 6,295 | $ 6,028 |
| Accretion to Income Properties Revenue | (910) | (449) |
| Net Amortization of Intangible Assets and Liabilities | 5,385 | 5,579 |
| Accretion to income properties revenue related to amortization of lease intangibles | 100 | 300 |
| Leases Terminated | ||
| Intangible Assets And Liabilities | ||
| Amortization Expense | $ 400 | $ 700 |
INTANGIBLE ASSETS AND LIABILITIES - Summary of Estimated Amortization and Accretion (Details) - USD ($) $ in Thousands |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Future Amortization Amount | ||
| Sub-total Intangible Lease Assets-Net | $ 86,479 | $ 84,710 |
| Future Accretion to Income Property Revenue | ||
| Sub-total Intangible Lease Liabilities-Net | (32,562) | $ (31,486) |
| Net Future Amortization of Intangible Assets and Liabilities | ||
| Remainder of 2025 | 14,223 | |
| 2026 | 14,660 | |
| 2027 | 9,599 | |
| 2028 | 5,615 | |
| 2029 | 4,269 | |
| 2030 | 3,107 | |
| 2031 and Thereafter | 2,444 | |
| Total | 53,917 | |
| Future Amortization | ||
| Future Amortization Amount | ||
| Remainder of 2026 | 16,679 | |
| 2027 | 17,460 | |
| 2028 | 12,263 | |
| 2029 | 8,074 | |
| 2030 | 6,327 | |
| 2031 | 5,211 | |
| 2032 and Thereafter | 11,062 | |
| Sub-total Intangible Lease Assets-Net | 77,076 | |
| Future Accretion to Income Property Revenue | ||
| Future Accretion to Income Property Revenue | ||
| Remainder of 2026 | (2,456) | |
| 2027 | (2,800) | |
| 2028 | (2,664) | |
| 2029 | (2,459) | |
| 2030 | (2,058) | |
| 2031 | (2,104) | |
| 2032 and Thereafter | (8,618) | |
| Sub-total Intangible Lease Liabilities-Net | $ (23,159) |
INTANGIBLE ASSETS AND LIABILITIES - Weighted Average Amortization Period (Details) |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Goodwill and Intangible Assets Disclosure [Abstract] | |
| Weighted average amortization period of intangible assets | 7 years 10 months 24 days |
| Weighted average amortization period of intangible liabilities | 9 years 6 months |
PROVISION FOR IMPAIRMENT AND ADJUSTMENT TO CECL RESERVE (Details) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| Impairment of Long-Lived Assets and CECL Reserve | ||
| Impairment charges | $ (321) | |
| CECL reserve impairment | $ 0 | |
| Income Properties | ||
| Impairment of Long-Lived Assets and CECL Reserve | ||
| Impairment charges | 0 | $ 0 |
| Interest Income From Commercial Loans and Investments | ||
| Impairment of Long-Lived Assets and CECL Reserve | ||
| Impairment charges | (321) | |
| CECL reserve impairment | $ 300 | |
OTHER ASSETS (Details) - USD ($) $ in Thousands |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Other Assets | ||
| Income Property Tenant Receivables, Net of Allowance for Doubtful Accounts | $ 3,778 | $ 3,936 |
| Income Property Straight-line Rent Adjustment | 8,565 | 8,889 |
| Income Property Leasing Commissions and Costs, Net | 9,560 | 9,303 |
| Operating Leases - Right-of-Use Asset | $ 212 | $ 241 |
| Operating Lease, Right-of-Use Asset, Statement of Financial Position | Total Other Assets | Total Other Assets |
| Cash Flow Hedge - Interest Rate Swap | $ 3,612 | $ 2,999 |
| Prepaid Expenses, Deposits, and Other | 14,673 | 7,770 |
| Financing Costs, Net of Accumulated Amortization | 537 | 690 |
| Total Other Assets | 42,644 | 36,207 |
| Allowance for doubtful accounts | 2,800 | 2,600 |
| Related Party | ||
| Other Assets | ||
| Other receivables | $ 1,707 | $ 2,379 |
EQUITY - Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| Class of Stock | ||
| Dividends, Preferred Stock | $ 1,878 | $ 1,878 |
| Series A preferred stock | ||
| Class of Stock | ||
| Dividends, Preferred Stock | $ 1,878 | $ 1,878 |
| Dividend per Share | $ 0.4 | $ 0.4 |
| Common Stock | ||
| Class of Stock | ||
| Dividends, Common Stock | $ 12,560 | $ 12,008 |
| Cash dividends paid and declared (in dollars per share) | $ 0.38 | $ 0.38 |
COMMON STOCK AND EARNINGS PER SHARE - Summary of Common Stock and Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| Earnings Per Share [Abstract] | ||
| Net Income Attributable to Common Stockholders | $ 4,327 | $ 383 |
| Net Income (Loss) Attributable to Common Stockholders, Used in Diluted EPS | $ 4,327 | $ 383 |
| Weighted Average Shares Outstanding, Basic (in shares) | 32,519,156 | 31,552,973 |
| Common Shares Applicable to Unvested Restricted Stock Using the Treasury Stock Method | 3,782 | 42,458 |
| Weighted Average Shares Outstanding, Diluted (in shares) | 32,522,938 | 31,595,431 |
| Per Share Information: | ||
| Basic Net Income Attributable to Common Stockholders (in dollars per share) | $ 0.13 | $ 0.01 |
| Diluted Net Income Attributable to Common Stockholders (in dollars per share) | $ 0.13 | $ 0.01 |
COMMON STOCK AND EARNINGS PER SHARE - Anti-dilutive Securities and Convertible Notes (Details) - shares |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| Earnings Per Share [Abstract] | ||
| Dilutive securities | 3,782 | 42,458 |
LONG-TERM DEBT - Mortgage Notes Payable (Details) - USD ($) $ in Thousands |
Mar. 31, 2026 |
Mar. 03, 2022 |
|---|---|---|
| Debt Instrument [Line Items] | ||
| Outstanding Principal | $ 651,800 | |
| Fixed-Rate Mortgage Note | ||
| Debt Instrument [Line Items] | ||
| Outstanding Principal | $ 17,800 | |
| Interest rate (as a percent) | 4.06% |
LONG-TERM DEBT - Components (Details) - USD ($) $ in Thousands |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Long-term debt | ||
| Long-term debt | $ 649,532 | $ 616,345 |
| Financing Costs, net of Accumulated Amortization | (2,268) | (2,455) |
| Long-term debt due within one year | ||
| Due Within One Year | 17,800 | 17,800 |
| Credit Facility | ||
| Long-term debt | ||
| Long-term debt | 184,000 | 151,000 |
| 2027 Term Loan | ||
| Long-term debt | ||
| Long-term debt | 100,000 | 100,000 |
| 2028 Term Loan | ||
| Long-term debt | ||
| Long-term debt | 100,000 | 100,000 |
| 2029 Term Loan | ||
| Long-term debt | ||
| Long-term debt | 125,000 | 125,000 |
| 2030 Term Loan | ||
| Long-term debt | ||
| Long-term debt | 125,000 | 125,000 |
| Mortgage Note Payable | ||
| Long-term debt | ||
| Long-term debt | $ 17,800 | 17,800 |
| Interest rate (as a percent) | 4.06% | |
| Long-term debt due within one year | ||
| Due Within One Year | $ 17,800 | $ 17,800 |
LONG-TERM DEBT - Payments Applicable to Reduction of Principal (Details) $ in Thousands |
Mar. 31, 2026
USD ($)
|
|---|---|
| Payments applicable to reduction of principal amounts | |
| Remainder of 2026 | $ 17,800 |
| 2027 | 284,000 |
| 2028 | 100,000 |
| 2029 | 125,000 |
| 2030 | 125,000 |
| Total Long-Term Debt - Face Value | $ 651,800 |
LONG-TERM DEBT - Carrying Value (Details) - USD ($) $ in Thousands |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Debt Disclosure [Abstract] | ||
| Current Face Amount | $ 651,800 | |
| Financing Costs, net of Accumulated Amortization | (2,268) | $ (2,455) |
| Total Long-Term Debt | $ 649,532 | $ 616,345 |
LONG-TERM DEBT - Financing Costs (Details) - USD ($) $ in Thousands |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Debt Disclosure [Abstract] | ||
| Deferred financing costs, net | $ 2,268 | $ 2,455 |
| Financing costs, net of accumulated amortization | $ 537 | $ 690 |
LONG-TERM DEBT - Interest Expense (Details) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| Debt Disclosure [Abstract] | ||
| Interest Expense | $ 6,930 | $ 5,769 |
| Amortization of Deferred Financing Costs | 341 | 328 |
| Amortization of Discount on Convertible Notes | 39 | |
| Total Interest Expense | 7,271 | 6,136 |
| Total Interest Paid | $ 6,418 | $ 5,300 |
ACCRUED AND OTHER LIABILITIES - Components (Details) - USD ($) $ in Thousands |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| ACCRUED AND OTHER LIABILITIES | ||
| Accrued Property Taxes | $ 3,977 | $ 1,236 |
| Reserve for Tenant Improvements | 1,478 | 1,094 |
| Tenant Security Deposits | 3,276 | 3,233 |
| Accrued Construction Costs | 5,899 | 6,926 |
| Accrued Interest | 1,202 | 690 |
| Cash Flow Hedge - Interest Rate Swaps | 1,820 | 3,404 |
| Operating Leases - Liability | $ 201 | $ 229 |
| Operating Lease, Liability, Statement of Financial Position | Total Accrued and Other Liabilities | Total Accrued and Other Liabilities |
| Construction and Other Reserves from Commercial Loans and Investments | $ 1,611 | $ 3,031 |
| Other | 3,922 | 8,342 |
| Total Accrued and Other Liabilities | $ 23,386 | $ 28,185 |
ACCRUED AND OTHER LIABILITIES - Reserve for Tenant Improvements (Details) $ in Millions |
3 Months Ended |
|---|---|
|
Mar. 31, 2026
USD ($)
| |
| ACCRUED AND OTHER LIABILITIES | |
| Aggregate of reserve for tenant improvements | $ 1.7 |
| Income Property, Multi-tenant, Shops at Legacy, Plano, Texas | |
| ACCRUED AND OTHER LIABILITIES | |
| Payment of tenant improvement allowances and leasing commissions | 0.2 |
| Remaining reserve for tenant improvements | $ 1.5 |
DEFERRED REVENUE (Details) - USD ($) $ in Thousands |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Deferred Revenue Disclosure [Abstract] | ||
| Prepaid Rent | $ 4,831 | $ 5,055 |
| Interest Reserve from Commercial Loans and Investments | 7,905 | 9,559 |
| Tenant Contributions | 4,175 | 4,188 |
| Total Deferred Revenue | $ 16,911 | $ 18,802 |
STOCK-BASED COMPENSATION - All Equity and Liability Classified Award Activity (Details) |
3 Months Ended |
|---|---|
|
Mar. 31, 2026
shares
| |
| Shares | |
| Shares Outstanding at the beginning balance | 466,139 |
| Granted (in shares) | 252,945 |
| Vested / Exercised (in shares) | (164,206) |
| Forfeited (in shares) | (386) |
| Shares Outstanding at the ending balance | 554,492 |
| Restricted Shares | |
| Shares | |
| Granted Shares | 131,892 |
| share based payment arrangement tranche one | Performance shares | |
| Shares | |
| Nonvested (in shares) | 262,887 |
| Granted Shares | 121,053 |
| Vested / Exercised Shares | (69,558) |
| Nonvested (in shares) | 314,382 |
| share based payment arrangement, tranche three | Restricted Shares | |
| Shares | |
| Nonvested (in shares) | 203,252 |
| Granted Shares | 131,892 |
| Vested / Exercised Shares | (94,648) |
| Forfeited Shares | (386) |
| Nonvested (in shares) | 240,110 |
STOCK-BASED COMPENSATION - Recognized in Financial Statements (Details) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| Share-Based Payment Arrangement [Abstract] | ||
| Total Cost of Share-Based Plans Charged Against Income | $ 1,406 | $ 1,283 |
STOCK-BASED COMPENSATION - Performance Share Awards - Peer Group Market Condition Vesting (Details) - Performance shares - share based payment arrangement tranche one $ / shares in Units, $ in Millions |
3 Months Ended |
|---|---|
|
Mar. 31, 2026
USD ($)
$ / shares
shares
| |
| STOCK-BASED COMPENSATION | |
| Performance period | 3 years |
| Compensation cost | |
| Unrecognized compensation cost | $ | $ 3.9 |
| Weighted average period of recognition of unrecognized compensation cost | 2 years 2 months 12 days |
| Shares | |
| Nonvested (in shares) | shares | 262,887 |
| Granted (in shares) | shares | 121,053 |
| Vested (in shares) | shares | (69,558) |
| Nonvested (in shares) | shares | 314,382 |
| Weighted Average Fair Value | |
| Nonvested (in dollars per share) | $ / shares | $ 18.29 |
| Granted (in dollars per share) | $ / shares | 20.51 |
| Vested (in dollars per share) | $ / shares | 18.1 |
| Nonvested (in dollars per share) | $ / shares | $ 19.19 |
| Minimum | |
| STOCK-BASED COMPENSATION | |
| Vesting percentage | 0.00% |
| Maximum | |
| STOCK-BASED COMPENSATION | |
| Vesting percentage | 150.00% |
STOCK-BASED COMPENSATION - Three Year Vest Restricted Shares (Details) - Restricted Shares $ / shares in Units, $ in Millions |
3 Months Ended |
|---|---|
|
Mar. 31, 2026
USD ($)
$ / shares
shares
| |
| Shares | |
| Granted (in shares) | 131,892 |
| share based payment arrangement, tranche three | |
| Compensation cost | |
| Unrecognized compensation cost | $ | $ 4.2 |
| Weighted average period of recognition of unrecognized compensation cost | 2 years 3 months 18 days |
| Shares | |
| Nonvested (in shares) | 203,252 |
| Granted (in shares) | 131,892 |
| Vested (in shares) | (94,648) |
| Forfeited (in shares) | (386) |
| Nonvested (in shares) | 240,110 |
| Weighted Average Fair Value | |
| Nonvested (in dollars per share) | $ / shares | $ 19.02 |
| Granted (in dollars per share) | $ / shares | 18.49 |
| Vested (in dollars per share) | $ / shares | 18.75 |
| Forfeited (in dollars per share) | $ / shares | 18.91 |
| Nonvested (in dollars per share) | $ / shares | $ 18.84 |
STOCK-BASED COMPENSATION - Non-Employee Director Stock Compensation (Details) - Share based payment arrangement, non employee |
3 Months Ended | |
|---|---|---|
|
Mar. 31, 2026
USD ($)
D
shares
|
Mar. 31, 2025
USD ($)
shares
|
|
| STOCK-BASED COMPENSATION | ||
| Trailing Day On Behalf Of Company's Common Stock To Be Sell | 20 days | |
| Annual award | $ 62,500 | $ 62,500 |
| 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 | D | 2 | |
| Expense recognized | $ 400,000 | $ 400,000 |
| Expense recognized (in shares) | shares | 20,948 | 20,605 |
| Annual award | $ 300,000 | $ 300,000 |
INCOME TAXES (Details) $ in Millions |
12 Months Ended | 24 Months Ended | |
|---|---|---|---|
|
Jan. 01, 2024
subsidiary
|
Dec. 31, 2020
USD ($)
|
Dec. 31, 2026
subsidiary
|
|
| Income Tax Disclosure [Abstract] | |||
| Number of taxable REIT subsidiaries | subsidiary | 1 | 1 | |
| Deferred tax benefit | $ | $ 82.5 |
COMMITMENTS AND CONTINGENCIES - Contractual Commitments (Details) $ in Thousands |
3 Months Ended |
|---|---|
|
Mar. 31, 2026
USD ($)
| |
| Commitments and Contingencies Disclosure [Abstract] | |
| Total Commitment | $ 25,737 |
| Less Amount Funded | (4,377) |
| Remaining Commitment | $ 21,360 |
COMMITMENTS AND CONTINGENCIES - Construction Loans (Details) $ in Thousands |
Mar. 31, 2026
USD ($)
loan
|
Dec. 31, 2025
USD ($)
|
|---|---|---|
| COMMITMENTS AND CONTINGENCIES | ||
| Unfunded construction loans | $ 83,416 | $ 108,050 |
| Construction Loans | ||
| COMMITMENTS AND CONTINGENCIES | ||
| Number of construction loans committed to fund | loan | 2 | |
| Unfunded construction loans | $ 46,200 |
BUSINESS SEGMENT DATA - Description (Details) |
3 Months Ended | 12 Months Ended | |
|---|---|---|---|
|
Mar. 31, 2026
loan
segment
|
Mar. 31, 2025
segment
|
Dec. 31, 2025 |
|
| BUSINESS SEGMENT DATA | |||
| Number of operating segment | segment | 3 | 3 | |
| Number of commercial loan investments | 4 | ||
| Commercial Real Estate Portfolio Segment | |||
| BUSINESS SEGMENT DATA | |||
| Number of commercial loan investments | 4 | ||
| Number of preferred equity investments | 1 | ||
| Product concentration | Identifiable Assets | Income Properties | |||
| BUSINESS SEGMENT DATA | |||
| Percentage of total | 90.80% | 87.20% | |
| Product concentration | Base Rent Revenues | Income Properties | |||
| BUSINESS SEGMENT DATA | |||
| Percentage of total | 88.80% | 88.40% | |
BUSINESS SEGMENT DATA - Capital Expenditures (Details) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| BUSINESS SEGMENT DATA | ||
| Total Capital Expenditures | $ 90,660 | $ 82,307 |
| Operating Segments | Income Properties | ||
| BUSINESS SEGMENT DATA | ||
| Total Capital Expenditures | 85,368 | 80,864 |
| Operating Segments | Commercial Loans and Investments | ||
| BUSINESS SEGMENT DATA | ||
| Total Capital Expenditures | $ 5,292 | 1,431 |
| Corporate and Other | ||
| BUSINESS SEGMENT DATA | ||
| Total Capital Expenditures | $ 12 | |
BUSINESS SEGMENT DATA - Identifiable Assets (Details) - USD ($) $ in Thousands |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| BUSINESS SEGMENT DATA | ||
| Total Assets | $ 1,299,667 | $ 1,263,902 |
| Operating Segments | Income Properties | ||
| BUSINESS SEGMENT DATA | ||
| Total Assets | 1,179,627 | 1,102,631 |
| Operating Segments | Management Services | ||
| BUSINESS SEGMENT DATA | ||
| Total Assets | 1,773 | 2,465 |
| Operating Segments | Commercial Loans and Investments | ||
| BUSINESS SEGMENT DATA | ||
| Total Assets | 91,248 | 118,129 |
| Corporate and Other | ||
| BUSINESS SEGMENT DATA | ||
| Total Assets | $ 27,019 | $ 40,677 |
ASSETS HELD FOR SALE (Details) $ in Thousands |
Mar. 31, 2026
USD ($)
property
|
|---|---|
| Dispositions of Income Properties | |
| Number of real estate properties | property | 22 |
| Schedule of assets held for sale | |
| Total Assets Held for Sale | $ 72,126 |
| Madison Yards in Atlanta, Georgia | Assets held for sale | |
| Dispositions of Income Properties | |
| Number of real estate properties | property | 1 |
| Schedule of assets held for sale | |
| Real Estate-Net | $ 64,218 |
| Intangible Lease Assets-Net | 7,231 |
| Other Assets | 1,107 |
| Intangible Lease Liabilities-Net | (430) |
| Total Assets Held for Sale | $ 72,126 |
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands |
Apr. 17, 2026 |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|---|
| Subsequent Events | |||
| Current Face Amount | $ 83,416 | $ 108,050 | |
| Subsequent Event | Class A premier retail property in the Southwest | |||
| Subsequent Events | |||
| Current Face Amount | $ 75,000 | ||
| Coupon Rate | 12.00% |