Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

☐	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 001-39143

ALPINE INCOME PROPERTY TRUST, INC.

(Exact name of registrant as specified in its charter)


Maryland		84-2769895
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

369 N. New York Avenue, Suite 201
Winter Park, Florida		32789
(Address of principal executive offices)		(Zip Code)

(407) 904-3324

(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 Symbol	Name of each exchange on which registered:
COMMON STOCK, $0.01 PAR VALUE	PINE	NYSE

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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	☐	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 ☐ No ☒

The number of shares of the registrant’s common stock outstanding on July 13, 2023 was 14,049,941.

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INDEX


		Page
		No.
PART I—FINANCIAL INFORMATION

Item 1. Financial Statements		3

Consolidated Balance Sheets – June 30, 2023 (Unaudited) and December 31, 2022		3

Consolidated Statements of Operations – Three and six months ended June 30, 2023 and 2022 (Unaudited)		4

Consolidated Statements of Comprehensive Income – Three and six months ended June 30, 2023 and 2022 (Unaudited)		5

Consolidated Statements of Stockholders’ Equity – Three and six months ended June 30, 2023 and 2022 (Unaudited)		6

Consolidated Statements of Cash Flows – Six months ended June 30, 2023 and 2022 (Unaudited)		8

Notes to Consolidated Financial Statements (Unaudited)		10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		28

Item 3. Quantitative and Qualitative Disclosures About Market Risk		36

Item 4. Controls and Procedures		36

PART II—OTHER INFORMATION		36

Item 1. Legal Proceedings		36

Item 1A. Risk Factors		36

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		37

Item 3. Defaults Upon Senior Securities		37

Item 4. Mine Safety Disclosures		37

Item 5. Other Information		37

Item 6. Exhibits		38

SIGNATURES		39

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ALPINE INCOME PROPERTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)


	As of
	(Unaudited) June 30, 2023		December 31, 2022
ASSETS
Real Estate:
Land, at Cost	$	151,703	$	176,857
Building and Improvements, at Cost		332,202		322,510
Total Real Estate, at Cost		483,905		499,367
Less, Accumulated Depreciation		(28,569)		(22,313)
Real Estate—Net		455,336		477,054
Assets Held for Sale		5,488		—
Cash and Cash Equivalents		7,755		9,018
Restricted Cash		20,100		4,026
Intangible Lease Assets—Net		53,402		60,432
Straight-Line Rent Adjustment		1,736		1,668
Other Assets		22,868		21,233
Total Assets	$	566,685	$	573,431
LIABILITIES AND EQUITY
Liabilities:
Accounts Payable, Accrued Expenses, and Other Liabilities	$	6,547	$	4,411
Prepaid Rent and Deferred Revenue		1,776		1,479
Intangible Lease Liabilities—Net		5,062		5,050
Long-Term Debt		249,020		267,116
Total Liabilities		262,405		278,056
Commitments and Contingencies—See Note 16
Equity:
Preferred Stock, $0.01 par value per share, 100 million shares authorized, no shares issued and outstanding as of June 30, 2023 and December 31, 2022		—		—
Common Stock, $0.01 par value per share, 500 million shares authorized, 14,045,001 shares issued and outstanding as of June 30, 2023 and 13,394,677 shares issued and outstanding as of December 31, 2022		140		134
Additional Paid-in Capital		248,958		236,841
Retained Earnings		5,731		10,042
Accumulated Other Comprehensive Income		16,214		14,601
Stockholders' Equity		271,043		261,618
Noncontrolling Interest		33,237		33,757
Total Equity		304,280		295,375
Total Liabilities and Equity	$	566,685	$	573,431

The accompanying notes are an integral part of these consolidated financial statements.

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ALPINE INCOME PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except share and per share data)


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Revenues:
Lease Income	$	11,439	$	11,280	$	22,605	$	22,079
Total Revenues		11,439		11,280		22,605		22,079
Operating Expenses:
Real Estate Expenses		1,575		1,285		3,009		2,377
General and Administrative Expenses		1,656		1,479		3,171		2,910
Depreciation and Amortization		6,423		5,694		12,758		11,366
Total Operating Expenses		9,654		8,458		18,938		16,653
Gain on Disposition of Assets		743		15,637		5,196		15,637
Gain on Extinguishment of Debt		—		—		23		—
Net Income From Operations		2,528		18,459		8,886		21,063
Interest Expense		2,438		2,123		5,051		3,803
Net Income		90		16,336		3,835		17,260
Less: Net Income Attributable to Noncontrolling Interest		(10)		(2,054)		(416)		(2,172)
Net Income Attributable to Alpine Income Property Trust, Inc.	$	80	$	14,282	$	3,419	$	15,088

Per Common Share Data:
Net Income Attributable to Alpine Income Property Trust, Inc.
Basic	$	0.01	$	1.21	$	0.24	$	1.28
Diluted	$	0.01	$	1.05	$	0.22	$	1.12

Weighted Average Number of Common Shares:
Basic		14,059,173		11,844,108		14,030,025		11,753,904
Diluted		15,762,667		13,547,602		15,733,519		13,457,398

The accompanying notes are an integral part of these consolidated financial statements.

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ALPINE INCOME PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited, in thousands)


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Net Income Attributable to Alpine Income Property Trust, Inc.	$	80	$	14,282	$	3,419	$	15,088
Other Comprehensive Income
Cash Flow Hedging Derivative - Interest Rate Swaps		4,379		2,245		1,613		9,077
Total Other Comprehensive Income		4,379		2,245		1,613		9,077
Total Comprehensive Income	$	4,459	$	16,527	$	5,032	$	24,165

The accompanying notes are an integral part of these consolidated financial statements.

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ALPINE INCOME PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited, in thousands, except per share data)

For the three months ended June 30, 2023:


	Common Stock at Par		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Stockholders' Equity		Noncontrolling Interest		Total Equity
Balance April 1, 2023	$	141	$	249,288	$	9,514	$	11,835	$	270,778	$	33,694	$	304,472
Net Income		—		—		80		—		80		10		90
Stock Repurchases		(1)		(364)		—		—		(365)		—		(365)
Stock Issuance to Directors		—		79		—		—		79		—		79
Payment of Equity Issuance Costs		—		(45)		—		—		(45)		—		(45)
Cash Dividends ($0.275 per share)		—		—		(3,863)		—		(3,863)		(467)		(4,330)
Other Comprehensive Income		—		—		—		4,379		4,379		—		4,379
Balance June 30, 2023	$	140	$	248,958	$	5,731	$	16,214	$	271,043	$	33,237	$	304,280

For the three months ended June 30, 2022:


	Common Stock at Par		Additional Paid-in Capital		Retained Earnings (Dividends in Excess of Net Income)		Accumulated Other Comprehensive Income		Stockholders' Equity		Noncontrolling Interest		Total Equity
Balance April 1, 2022	$	118	$	207,035	$	(8,779)	$	8,754	$	207,128	$	31,037	$	238,165
Net Income		—		—		14,282		—		14,282		2,054		16,336
Stock Issuance to Directors		—		79		—		—		79		—		79
Stock Issuance, Net of Equity Issuance Costs		1		1,592		—		—		1,593		—		1,593
Cash Dividends ($0.270 per share)		—		—		(3,202)		—		(3,202)		(460)		(3,662)
Other Comprehensive Income		—		—		—		2,245		2,245		—		2,245
Balance June 30, 2022	$	119	$	208,706	$	2,301	$	10,999	$	222,125	$	32,631	$	254,756

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ALPINE INCOME PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)

(Unaudited, in thousands, except per share data)

For the six months ended June 30, 2023:


	Common Stock at Par		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Stockholders' Equity		Noncontrolling Interest		Total Equity
Balance January 1, 2023	$	134	$	236,841	$	10,042	$	14,601	$	261,618	$	33,757	$	295,375
Net Income		—		—		3,419		—		3,419		416		3,835
Stock Repurchases		(1)		(364)		—		—		(365)		—		(365)
Stock Issuance to Directors		—		145		—		—		145		—		145
Stock Issuance, Net of Equity Issuance Costs		7		12,336		—		—		12,343		—		12,343
Cash Dividends ($0.550 per share)		—		—		(7,730)		—		(7,730)		(936)		(8,666)
Other Comprehensive Income		—		—		—		1,613		1,613		—		1,613
Balance June 30, 2023	$	140	$	248,958	$	5,731	$	16,214	$	271,043	$	33,237	$	304,280

For the six months ended June 30, 2022:


	Common Stock at Par		Additional Paid-in Capital		Retained Earnings (Dividends in Excess of Net Income)		Accumulated Other Comprehensive Income		Stockholders' Equity		Noncontrolling Interest		Total Equity
Balance January 1, 2022	$	114	$	200,906	$	(6,419)	$	1,922	$	196,523	$	31,379	$	227,902
Net Income		—		—		15,088		—		15,088		2,172		17,260
Stock Issuance to Directors		—		158		—		—		158		—		158
Stock Issuance, Net of Equity Issuance Costs		5		7,642		—		—		7,647		—		7,647
Cash Dividends ($0.540 per share)		—		—		(6,368)		—		(6,368)		(920)		(7,288)
Other Comprehensive Income		—		—		—		9,077		9,077		—		9,077
Balance June 30, 2022	$	119	$	208,706	$	2,301	$	10,999	$	222,125	$	32,631	$	254,756

The accompanying notes are an integral part of these consolidated financial statements.

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ALPINE INCOME PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)


	Six Months Ended
	June 30, 2023		June 30, 2022
Cash Flow From Operating Activities:
Net Income	$	3,835	$	17,260
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation and Amortization		12,758		11,366
Amortization of Intangible Lease Assets and Liabilities to Lease Income		(189)		(170)
Amortization of Deferred Financing Costs to Interest Expense		351		257
Gain on Disposition of Assets		(5,196)		(15,637)
Non-Cash Compensation		159		157
Decrease (Increase) in Assets:
Straight-Line Rent Adjustment		(274)		(528)
COVID-19 Rent Repayments		—		45
Other Assets		(221)		278
Increase (Decrease) in Liabilities:
Accounts Payable, Accrued Expenses, and Other Liabilities		2,156		595
Prepaid Rent and Deferred Revenue		297		(371)
Net Cash Provided By Operating Activities		13,676		13,252
Cash Flow From Investing Activities:
Acquisition of Real Estate, Including Capitalized Expenditures		(61,672)		(110,062)
Proceeds from Disposition of Assets		77,775		71,446
Net Cash Provided By (Used In) Investing Activities		16,103		(38,616)
Cash Flow from Financing Activities:
Proceeds from Long-Term Debt		1,250		162,500
Payments on Long-Term Debt		(19,500)		(129,000)
Cash Paid for Loan Fees		(30)		(434)
Repurchase of Common Stock		(365)		—
Proceeds From Stock Issuance, Net		12,343		7,647
Dividends Paid		(8,666)		(7,288)
Net Cash Provided By (Used In) Financing Activities		(14,968)		33,425
Net Increase in Cash and Cash Equivalents		14,811		8,061
Cash and Cash Equivalents and Restricted Cash, Beginning of Period		13,044		9,497
Cash and Cash Equivalents and Restricted Cash, End of Period	$	27,855	$	17,558

Reconciliation of Cash to the Consolidated Balance Sheets:
Cash and Cash Equivalents	$	7,755	$	2,427
Restricted Cash		20,100		15,131
Total Cash	$	27,855	$	17,558

The accompanying notes are an integral part of these consolidated financial statements.

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ALPINE INCOME PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited, in thousands)


	Six Months Ended
	June 30, 2023		June 30, 2022
Supplemental Disclosure of Cash Flow Information:
Cash Paid for Interest	$	4,681	$	3,352

Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Unrealized Gain on Cash Flow Hedge	$	1,613	$	9,077
Right-of-Use Assets and Operating Lease Liability	$	—	$	1,831

The accompanying notes are an integral part of these consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1. BUSINESS AND ORGANIZATION

BUSINESS

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

Our portfolio consists of 143 net leased properties located in 107 markets in 34 states. The properties in our portfolio are primarily subject to long-term, net leases, which generally require the tenant to pay or reimburse us for property operating expenses such as real estate taxes, insurance, assessments and other governmental fees, utilities, repairs and maintenance and certain capital expenditures.

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

ORGANIZATION

The Company is a Maryland corporation that was formed on August 19, 2019. On November 26, 2019, the Company closed its initial public offering (“IPO”). We conduct the substantial majority of our operations through Alpine Income Property OP, LP (the “Operating Partnership”). Our wholly owned subsidiary, Alpine Income Property GP, LLC (“PINE GP”), is the sole general partner of the Operating Partnership. Substantially all of our assets are held by, and our operations are conducted through, the Operating Partnership. As of June 30, 2023, we have a total ownership interest in the Operating Partnership of 89.2%, with CTO holding, directly and indirectly, a 7.8% ownership interest in the Operating Partnership. The remaining 3.0% ownership interest is held by an unrelated third party in connection with the issuance of units of the Operating Partnership (“OP Units”) as consideration for a portfolio of net lease properties acquired during the year ended December 31, 2021. Our interest in the Operating Partnership generally entitles us to share in cash distributions from, and in the profits and losses of, the Operating Partnership in proportion to our percentage ownership. We, through PINE GP, generally have the exclusive power under the partnership agreement to manage and conduct the business and affairs of the Operating Partnership, subject to certain approval and voting rights of the limited partners. Our Board of Directors (the “Board”) manages or provides oversight of our business and affairs.

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

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NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period presented. Actual results could differ from those estimates.

Among other factors, fluctuating market conditions that can exist in the national real estate markets and the volatility and uncertainty in the financial and credit markets make it possible that the estimates and assumptions, most notably those related to PINE’s investment in 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.

LONG-LIVED ASSETS

The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360-10, Property, Plant, and Equipment, in conducting its impairment analyses. The Company reviews the recoverability of long-lived assets, primarily real estate, and real estate held for sale, 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, a property not fully leased or leased at rates that are less than current market rates, and any other quantitative or qualitative events deemed significant by management. Long-lived assets are evaluated for impairment by using an undiscounted cash flow approach, which considers future estimated capital expenditures. Impairment of long-lived assets is measured at fair value less cost to sell.

PURCHASE ACCOUNTING FOR ACQUISITIONS OF REAL ESTATE SUBJECT TO A LEASE

Investments in real estate are carried at cost less accumulated depreciation and impairment losses, if any. The cost of investments in real estate reflects their purchase price or development cost. We evaluate each acquisition transaction to determine whether the acquired asset meets the definition of a business. Under Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, an acquisition does not qualify as a business when there is no substantive process acquired or substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets or the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. Transaction costs related to acquisitions that are asset acquisitions are capitalized as part of the cost basis of the acquired assets, while transaction costs for acquisitions that are deemed to be acquisitions of a business are expensed as incurred. Improvements and replacements are capitalized when they extend the useful life or improve the productive capacity of the asset. Costs of repairs and maintenance are expensed as incurred.

In accordance with FASB guidance, the fair value of the real estate acquired with in-place leases is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs, based in each case on their relative fair values. In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value. The capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. The capitalized below-market lease values are amortized as an increase to rental income over the initial term unless management believes that it is likely that the tenant will renew the lease upon expiration, in which case the Company amortizes the value attributable to the renewal over the renewal period. The value of in-place leases and leasing costs are amortized to expense over the remaining non-cancelable periods of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be written off.

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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 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 on dispositions of assets. In accordance with the FASB guidance, gains or losses on sales of real estate are generally recognized using the full accrual method.

PROPERTY LEASE REVENUE

The rental arrangements associated with the Company’s property portfolio are classified as operating leases. The Company recognizes lease income on these properties on a straight-line basis over the term of the lease. Accordingly, contractual lease payment increases are recognized evenly over the term of the lease. The periodic difference between lease income recognized under this method and contractual lease payment terms (i.e., straight-line rent) is recorded as a deferred operating lease receivable and is included in straight-line rent adjustment on the accompanying consolidated balance sheets. The Company’s leases provide for reimbursement from tenants for variable lease payments including common area maintenance, insurance, real estate taxes, and other operating expenses. A portion of our variable lease payment revenue is estimated each period and is recognized as rental income in the period the recoverable costs are incurred and accrued.

The collectability of tenant receivables and straight-line rent adjustments is determined based on, among other things, the aging of the tenant receivable, management’s evaluation of credit risk associated with the tenant and industry of the tenant, and a review of specifically identified accounts using judgment. As of June 30, 2023 and December 31, 2022, the Company’s allowance for doubtful accounts totaled $0.4 million.

OPERATING LAND LEASE EXPENSE

The Company is the lessee under operating land leases for certain of its properties, which leases are classified as operating leases pursuant to FASB ASC Topic 842, Leases. The corresponding lease expense is recognized on a straight-line basis over the term of the lease and is included in real estate expenses in the accompanying consolidated statements of operations.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand, bank demand accounts, and money market accounts having original maturities of 90 days or less. The Company’s bank balances as of June 30, 2023 and December 31, 2022 include certain amounts over the Federal Deposit Insurance Corporation limits. The carrying value of cash and cash equivalents is reported at Level 1 in the fair value hierarchy, which represents valuation based upon quoted prices in active markets for identical assets or liabilities.

RESTRICTED CASH

Restricted cash totaled $20.1 million as of June 30, 2023 due to property dispositions that occurred during the three months ended June 30, 2023 (See Note 3, “Property Portfolio”), which is held in various escrow accounts to be reinvested through the like-kind exchange structure into other income properties.

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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 accounts payable, accrued expenses, and other liabilities on the accompanying 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 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 10, “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 included in other assets, accounts payable, accrued expenses and other liabilities approximate fair value because of the short maturity of these instruments. The carrying value of the Credit Facility, hereinafter defined, approximates current market rates for revolving credit arrangements with similar risks and maturities. The Company estimates the fair value of its mortgage note payable and term loans based on incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity and on the discounted estimated future cash payments to be made for other debt. The discount rate used to calculate the fair value of debt approximates current lending rates for loans and assumes the debt is outstanding through maturity. Since such amounts are estimates that are based on limited available market information for similar transactions, which is a Level 2 non-recurring measurement, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.

FAIR VALUE MEASUREMENTS

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

●

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

●

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

●

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

CONCENTRATION OF CREDIT RISK

During the six months ended June 30, 2023, Walgreens accounted for 12% of total revenues. There were no tenants who accounted for more than 10% of total revenues during the six months ended June 30, 2022.

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As of June 30, 2023, 13%, 11%, and 11% of the Company’s real estate portfolio, based on square footage, was located in the states of Texas, New Jersey, and Michigan, respectively. As of December 31, 2022, 19% of the Company’s real estate portfolio, based on square footage, was located in the state of Texas.

NOTE 3. PROPERTY PORTFOLIO

As of June 30, 2023, the Company’s property portfolio consisted of 143 properties with total square footage of 3.9 million.

Leasing revenue consists of long-term rental revenue from net leased commercial properties, which is recognized as earned, using the straight-line method over the life of each lease. Lease payments below include straight-line base rental revenue as well as the non-cash accretion of above and below market lease amortization. The variable lease payments are comprised of percentage rent payments and reimbursements from tenants for common area maintenance, insurance, real estate taxes, and other operating expenses.

The components of leasing revenue are as follows (in thousands):


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Lease Income
Lease Payments	$	9,975	$	10,160	$	20,138	$	19,891
Variable Lease Payments		1,464		1,120		2,467		2,188
Total Lease Income	$	11,439	$	11,280	$	22,605	$	22,079

Minimum Future Rental Receipts. Minimum future rental receipts under non-cancelable operating leases, excluding percentage rent and other lease payments that are not fixed and determinable, having remaining terms in excess of one year subsequent to June 30, 2023, are summarized as follows (in thousands):


Year Ending December 31,	Amounts
Remainder of 2023	$	19,720
2024		38,648
2025		36,917
2026		35,994
2027		32,617
2028		28,734
2029 and Thereafter (Cumulative)		101,338
Total	$	293,968

2023 Activity. During the six months ended June 30, 2023, the Company acquired 9 properties for a combined purchase price of $60.5 million, or a cost of $61.6 million including capitalized acquisition costs. The properties are located in four different states, leased to 14 different tenants, and had a weighted average remaining lease term of 7.5 years at the time of acquisition. Of the total acquisition cost, $16.4 million was allocated to land, $40.2 million was allocated to buildings and improvements, $5.5 million was allocated to intangible assets pertaining to the in-place lease value, leasing fees, and above market lease value, and $0.5 million was allocated to intangible liabilities for the below market lease value. The weighted average amortization period for the intangible assets and liabilities was 8.8 years at acquisition.

During the six months ended June 30, 2023, the Company sold 14 properties for an aggregate sales price of $79.1 million, generating aggregate gains on sale of $5.2 million. Five properties were classified as held for sale as of June 30, 2023.

2022 Activity. During the six months ended June 30, 2022, the Company acquired 35 properties for a combined purchase price of $109.1 million, or a total cost of $110.0 million including capitalized acquisition costs. The properties are located in 17 states, leased to 12 different tenants, and had a weighted average remaining lease term of 9.4 years at the time of acquisition. Of the total acquisition cost, $31.1 million was allocated to land, $67.0 million was allocated to

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buildings and improvements, $13.1 million was allocated to intangible assets pertaining to the in-place lease value, leasing fees, and above market lease value, and $1.2 million was allocated to intangible liabilities for the below market lease value. The weighted average amortization period for the intangible assets and liabilities was 9.7 years at acquisition.

During the six months ended June 30, 2022, the Company sold five properties for an aggregate sales price of $72.8 million, generating aggregate gains on sale of $15.6 million. One property was classified as held for sale as of June 30, 2022.

NOTE 4. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying value and estimated fair value of the Company’s financial instruments not carried at fair value on the consolidated balance sheets at June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023				December 31, 2022
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Cash and Cash Equivalents - Level 1	$	7,755	$	7,755	$	9,018	$	9,018
Restricted Cash - Level 1	$	20,100	$	20,100	$	4,026	$	4,026
Long-Term Debt - Level 2	$	249,020	$	230,904	$	267,116	$	250,568

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 tables present the fair value of assets measured on a recurring basis by level as of June 30, 2023 and December 31, 2022 (in thousands). See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps.


			Fair Value at Reporting Date Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2023
2026 Term Loan Interest Rate Swap ⁽¹⁾	$	6,374	$	—	$	6,374	$	—
2027 Term Loan Interest Rate Swap ⁽²⁾	$	8,332	$	—	$	8,332	$	—
Credit Facility Interest Rate Swap ⁽³⁾	$	1,508	$	—	$	1,508	$	—
December 31, 2022
2026 Term Loan Interest Rate Swap ⁽¹⁾	$	6,125	$	—	$	6,125	$	—
2027 Term Loan Interest Rate Swap ⁽²⁾	$	8,476	$	—	$	8,476	$	—

(1)

As of June 30, 2023, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 2.05% plus 0.10% and the applicable spread on the $100 million 2026 Term Loan (hereinafter defined) balance. See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps.

(2)

As of June 30, 2023, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 1.18% plus 0.10% and the applicable spread on the $100 million 2027 Term Loan (hereinafter defined) balance. See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps.

(3)

As of June 30, 2023, the Company has utilized an interest rate swap to fix SOFR and achieve a fixed interest rate of 3.21% plus 0.10% and the applicable spread on $50 million of the outstanding balance on the Credit Facility (hereinafter defined). See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps.

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NOTE 5. INTANGIBLE ASSETS AND LIABILITIES

Intangible assets and liabilities consist of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs, based in each case on their fair values. Intangible assets and liabilities consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):


	As of
	June 30, 2023		December 31, 2022
Intangible Lease Assets:
Value of In-Place Leases	$	48,037	$	49,974
Value of Above Market In-Place Leases		3,116		3,897
Value of Intangible Leasing Costs		19,275		20,579
Sub-total Intangible Lease Assets		70,428		74,450
Accumulated Amortization		(17,026)		(14,018)
Sub-total Intangible Lease Assets—Net		53,402		60,432
Intangible Lease Liabilities:
Value of Below Market In-Place Leases		(6,527)		(6,130)
Sub-total Intangible Lease Liabilities		(6,527)		(6,130)
Accumulated Amortization		1,465		1,080
Sub-total Intangible Lease Liabilities—Net		(5,062)		(5,050)
Total Intangible Assets and Liabilities—Net	$	48,340	$	55,382

The following table reflects the net amortization of intangible assets and liabilities during the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Amortization Expense	$	2,213	$	2,165	$	4,503	$	4,291
Accretion to Properties Revenue		(102)		(69)		(189)		(170)
Net Amortization of Intangible Assets and Liabilities	$	2,111	$	2,096	$	4,314	$	4,121

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


Year Ending December 31,	Future Amortization Expense		Future Accretion to Property Revenue		Net Future Amortization of Intangible Assets and Liabilities
Remainder of 2023	$	4,423	$	(216)	$	4,207
2024		8,470		(426)		8,044
2025		7,808		(398)		7,410
2026		7,367		(416)		6,951
2027		5,837		(416)		5,421
2028		4,745		(333)		4,412
2029 and Thereafter		12,438		(543)		11,895
Total	$	51,088	$	(2,748)	$	48,340

As of June 30, 2023, the weighted average amortization period of both the total intangible assets and liabilities was 8.9 years.

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NOTE 6. OTHER ASSETS

Other assets consisted of the following (in thousands):


	As of
	June 30, 2023		December 31, 2022
Tenant Receivables—Net of Allowance for Doubtful Accounts⁽¹⁾	$	1,086	$	1,172
Prepaid Insurance		394		740
Deposits on Acquisitions		70		30
Prepaid Expenses, Deposits, and Other		2,207		1,494
Deferred Financing Costs—Net		1,350		1,518
Interest Rate Swaps		16,214		14,632
Operating Leases - Right-of-Use Asset ⁽²⁾		1,547		1,647
Total Other Assets	$	22,868	$	21,233

(1)	Includes a $0.4 million allowance for doubtful accounts as of June 30, 2023 and December 31, 2022.

(2)	See Note 7, “Operating Land Leases” for further disclosure related to the Company’s right-of-use asset balance as of June 30, 2023.

NOTE 7. OPERATING LAND LEASES

The Company is the lessee under operating land leases for certain of its properties. FASB ASC Topic 842, Leases, requires a lessee to recognize right-of-use assets and lease liabilities that arise from leases, whether qualifying as an operating or finance lease. As of June 30, 2023 and December 31, 2022, the Company’s right-of-use assets totaled $1.5 million and $1.6 million, respectively, and the corresponding lease liabilities totaled $1.6 million and $1.7 million, respectively, which balances are reflected within other assets and accounts payable, accrued expenses, and other liabilities, respectively, on the consolidated balance sheets. The right-of-use assets and lease liabilities are measured based on the present value of the lease payments utilizing discount rates estimated to be equal to that which the Company would pay to borrow on a collateralized basis over a similar term, for an amount equal to the lease payments, in a similar economic environment.

The Company’s operating land leases do not include variable lease payments and generally provide renewal options, at the Company’s election, to extend the terms of the respective leases. Renewal option periods are included in the calculation of the right-of-use assets and corresponding lease liabilities when it is reasonably certain that the Company, as lessee, will exercise the option to extend the lease.

Amortization of right-of-use assets for operating land leases is recognized on a straight-line basis over the term of the lease and is included within real estate expenses in the consolidated statements of operations. Amortization totaled less than $0.1 million and $0.1 million during the three and six months ended June 30, 2023 and 2022, respectively.

The following table reflects a summary of operating land leases, under which the Company is the lessee, for the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended						Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022

Operating Cash Outflows	$	64		$	64		$	128		$	69
Weighted Average Remaining Lease Term		7.7			8.2			7.7			8.2
Weighted Average Discount Rate		2.0	%		2.0	%		2.0	%		2.0	%

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Minimum future lease payments under non-cancelable operating land leases, having remaining terms in excess of one year subsequent to June 30, 2023, are summarized as follows (in thousands):


Year Ending December 31,
Remainder of 2023	$	128
2024		251
2025		192
2026		202
2027		202
2028		202
2029 and Thereafter		490
Total Lease Payments	$	1,667
Imputed Interest		(105)
Operating Leases – Liability	$	1,562

NOTE 8. ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES

Accounts payable, accrued expenses, and other liabilities consisted of the following (in thousands):


	As of
	June 30, 2023		December 31, 2022
Accounts Payable	$	37	$	17
Accrued Expenses		2,535		1,609
Tenant Security Deposits		141		165
Due to CTO		2,272		932
Interest Rate Swap		—		31
Operating Leases - Liability ⁽¹⁾		1,562		1,657
Total Accounts Payable, Accrued Expenses, and Other Liabilities	$	6,547	$	4,411

(1)	See Note 7, “Operating Land Leases” for further disclosure related to the Company’s operating lease liability balance as of June 30, 2023.

NOTE 9. LONG-TERM DEBT

As of June 30, 2023, the Company’s outstanding indebtedness, at face value, was as follows (in thousands):


	Face Value Debt		Stated Interest Rate	Maturity Date
Credit Facility⁽¹⁾	$	50,000	SOFR + 0.10% + [1.25% - 2.20%]	January 2027
2026 Term Loan⁽²⁾		100,000	SOFR + 0.10% + [1.35% - 1.95%]	May 2026
2027 Term Loan⁽³⁾		100,000	SOFR + 0.10% + [1.25% - 1.90%]	January 2027
Total Debt/Weighted-Average Rate	$	250,000	3.36%

(1)

(2)

As of June 30, 2023, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 2.05% plus 0.10% and the applicable spread on the $100 million 2026 Term Loan (hereinafter defined) balance. See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps.

(3)

As of June 30, 2023, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 1.18% plus 0.10% and the applicable spread on the $100 million 2027 Term Loan (hereinafter defined) balance. See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps.

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Credit Facility. On September 30, 2022, the Company and the Operating Partnership entered into a credit agreement (the “2022 Amended and Restated Credit Agreement” or “Credit Facility”) with KeyBank National Association, as administrative agent, and certain other lenders named therein, which amended and restated the 2027 Term Loan Credit Agreement (hereinafter defined) to include, among other things:

●

the origination of a new senior unsecured revolving credit facility in the amount of $250 million which matures on January 31, 2027, with the option to extend for one year;

●

an accordion option that allows the Company to request additional revolving loan commitments and additional term loan commitments, provided the aggregate amount of revolving loan commitments and term loan commitments shall not exceed $750 million;

●

the amendment of certain financial covenants; and

●

the addition of a sustainability-linked pricing component pursuant to which the Company will receive interest rate reductions up to 0.025% based on performance against sustainability performance targets.

Pursuant to the 2022 Amended and Restated Credit Agreement, the indebtedness outstanding under the Credit Facility accrues at a rate ranging from SOFR plus 0.10% plus 125 basis points to SOFR plus 0.10% plus 220 basis points, based on the total balance outstanding under the Credit Facility as a percentage of the total asset value of the Company, as defined in the 2022 Amended and Restated Credit Agreement. The Company may utilize daily simple SOFR or term SOFR, at its election. The Credit Facility also accrues a fee of 15 or 25 basis points for any unused portion of the borrowing capacity based on whether the unused portion is greater or less than 50% of the total borrowing capacity.

The Company is subject to customary restrictive covenants under the 2022 Amended and Restated Credit Agreement and the 2026 Term Loan Credit Agreement (hereinafter defined), as amended, collectively referred to herein as the “Credit Agreements”, 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. The Credit Agreements also contain financial covenants covering the Company, including but not limited to, tangible net worth and fixed charge coverage ratios.

At June 30, 2023, the commitment level under the Credit Facility was $250.0 million and the Company had an outstanding balance of $50.0 million.

2026 Term Loan. On May 21, 2021, the Operating Partnership, the Company and certain subsidiaries of the Company entered into a credit agreement (the “2026 Term Loan Credit Agreement”) with Truist Bank, N.A. as administrative agent, and certain other lenders named therein, for a term loan (the “2026 Term Loan”) in an aggregate principal amount of $60.0 million with a maturity of five years. On April 14, 2022, the Company entered into the Amendment, Increase and Joinder to the 2026 Term Loan Credit Agreement (the “2026 Term Loan Amendment”), which increased the term loan commitment under the 2026 Term Loan by $40 million to an aggregate of $100 million. The 2026 Term Loan Amendment also effectuated the transition of the underlying variable interest rate from LIBOR to SOFR.

On October 5, 2022, the Company entered into an amendment which, among other things, amended certain financial covenants and added a sustainability-linked pricing component consistent with what is contained in the 2022 Amended and Restated Credit Agreement (the “2026 Term Loan Second Amendment”), effective September 30, 2022.

2027 Term Loan. On September 30, 2021, the Operating Partnership, the Company and certain subsidiaries of the Company entered into a credit agreement (the “2027 Term Loan Credit Agreement”) with KeyBank National Association as administrative agent, and certain other lenders named therein, for a term loan (the “2027 Term Loan”) in an aggregate principal amount of $80.0 million (the “Term Commitment”) maturing in January 2027. On April 14, 2022, the Company entered into the Amendment, Increase and Joinder to the 2027 Term Loan Credit Agreement (the “2027 Term Loan Amendment”), which increased the Term Commitment by $20 million to an aggregate of $100 million. The 2027 Term Loan Amendment also effectuated the transition of the underlying variable interest rate from LIBOR to SOFR.

On September 30, 2022, the Company entered into the 2022 Amended and Restated Credit Agreement which amended and restated the 2027 Term Loan Credit Agreement to include the origination of a new revolving credit facility in the amount of $250.0 million as previously described. The 2022 Amended and Restated Credit Agreement includes an accordion option that allows the Company to request additional revolving loan commitments and additional term loan commitments not to exceed $750.0 million in the aggregate.

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Long-term debt as of June 30, 2023 and December 31, 2022 consisted of the following (in thousands):


	June 30, 2023				December 31, 2022
	Total		Due Within One Year		Total		Due Within One Year
Credit Facility	$	50,000	$	—	$	68,250	$	—
2026 Term Loan		100,000		—		100,000		—
2027 Term Loan		100,000		—		100,000		—
Financing Costs, net of Accumulated Amortization		(980)		—		(1,134)		—
Total Long-Term Debt	$	249,020	$	—	$	267,116	$	—

Payments applicable to reduction of principal amounts as of June 30, 2023 will be required as follows (in thousands):


Year Ending December 31,	Amount
Remainder of 2023	$	—
2024		—
2025		—
2026		100,000
2027		150,000
2028		—
2029 and Thereafter		—
Total Long-Term Debt - Face Value	$	250,000

The carrying value of long-term debt as of June 30, 2023 consisted of the following (in thousands):


	Total
Current Face Amount	$	250,000
Financing Costs, net of Accumulated Amortization		(980)
Total Long-Term Debt	$	249,020

In addition to the $1.0 million of financing costs, net of accumulated amortization included in the table above, as of June 30, 2023, the Company also had financing costs, net of accumulated amortization related to the Credit Facility of $1.4 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 consolidated statements of operations.

The following table reflects a summary of interest expense incurred and paid during the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Interest Expense	$	2,261	$	1,991	$	4,700	$	3,546
Amortization of Deferred Financing Costs to Interest Expense		177		132		351		257
Total Interest Expense	$	2,438	$	2,123	$	5,051	$	3,803

Total Interest Paid	$	2,137	$	1,840	$	4,681	$	3,352

The Company was in compliance with all of its debt covenants as of June 30, 2023.

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NOTE 10. 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 June 30, 2023. Accordingly, the changes in fair value on the interest rate swaps have been classified in accumulated other comprehensive income. The fair value of the interest rate swap agreements are included in other assets and accounts payable, accrued expenses and other liabilities, respectively, on the consolidated balance sheets. Information related to the Company’s interest rate swap agreements is noted below (in thousands):


Hedged Item	Effective Date	Maturity Date	Rate	Amount		Fair Value as of June 30, 2023
2026 Term Loan ⁽¹⁾	5/21/2021	5/21/2026	2.05% + 0.10% + applicable spread	$	100,000	$	6,374
2027 Term Loan⁽²⁾	9/30/2021	11/26/2024	1.18%+ 0.10% + applicable spread	$	100,000	$	5,282
2027 Term Loan ⁽³⁾	11/26/2024	1/31/2027	1.60%+ 0.10% + applicable spread	$	80,000	$	3,050
Credit Facility ⁽⁴⁾	3/1/2023	3/1/2028	3.21%+ 0.10%+ applicable spread	$	50,000	$	1,508

(1)

As of June 30, 2023, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 2.05% plus 0.10% and the applicable spread on the $100 million 2026 Term Loan balance. The weighted average fixed interest rate of 2.05%, is comprised of: (i) rate swaps on $60.0 million of the 2026 Term Loan balance effective May 21, 2021, as amended on April 14, 2022 in connection with the 2026 Term Loan Amendment, to fix SOFR (prior to April 14, 2022, the swap was to fix LIBOR), and (ii) a rate swap on $40.0 million of the 2026 Term Loan Balance effective September 30, 2022, to fix SOFR.

(2)

As of June 30, 2023, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 1.18% plus 0.10% and the applicable spread on the $100 million 2027 Term Loan balance. The weighted average fixed interest rate of 1.18%, is comprised of: (i) rate swaps on $80.0 million of the 2027 Term Loan balance effective September 30, 2021, as amended on April 14, 2022 in connection with the 2027 Term Loan Amendment, to fix SOFR, (prior to April 14, 2022, the swap was to fix LIBOR), and (ii) a rate swap on $20.0 million of the 2027 Term Loan balance effective September 30, 2022, to fix SOFR.

(3)	The interest rate swap agreement hedges $80.0 million of the $100.0 million 2027 Term Loan balance under different terms and commences concurrent to the interest rate agreements maturing on November 26, 2024 to extend the fixed interest rate through maturity on January 31, 2027.

(4)	As of June 30, 2023, the Company has utilized an interest rate swap to fix SOFR and achieve a fixed interest rate of 3.21% plus 0.10% and the applicable spread on $50 million of the outstanding balance on the Credit Facility. The swap was effective on March 1, 2023.

NOTE 11. EQUITY

SHELF REGISTRATION

On December 1, 2020, the Company filed a shelf registration statement on Form S-3, relating to the registration and potential issuance of its common stock, preferred stock, warrants, rights, and units with a maximum aggregate offering price of up to $350.0 million. The Securities and Exchange Commission declared the Form S-3 effective on December 11, 2020.

FOLLOW-ON PUBLIC OFFERING

In June 2021, the Company completed a follow-on public offering of 3,220,000 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 420,000 shares of common stock. Upon closing, the Company issued 3,220,000 shares and received net proceeds of $54.3 million, after deducting the underwriting discount and expenses.

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ATM PROGRAM

On December 14, 2020, the Company implemented a $100.0 million “at-the-market” equity offering program (the “2020 ATM Program”) pursuant to which the Company may sell, from time to time, shares of the Company’s common stock. During the three months ended June 30, 2022, the Company sold 87,112 shares under the 2020 ATM Program for gross proceeds of $1.7 million at a weighted average price of $19.09 per share, generating net proceeds of $1.6 million after deducting transaction fees totaling $0.02 million. During the six months ended June 30, 2022, the Company sold 401,783 shares under the 2020 ATM Program for gross proceeds of $7.8 million at a weighted average price of $19.53 per share, generating net proceeds of $7.7 million after deducting transaction fees totaling $0.1 million. During the year ended December 31, 2022, the Company sold 446,167 shares under the 2020 ATM Program for gross proceeds of $8.7 million at a weighted average price of $19.44 per share, generating net proceeds of $8.6 million after deducting transaction fees totaling $0.1 million. During the year ended December 31, 2021, the Company sold 761,902 shares under the 2020 ATM Program for gross proceeds of $14.0 million at a weighted average price of $18.36 per share, generating net proceeds of $13.8 million after deducting transaction fees totaling $0.2 million. The Company was not active under the 2020 ATM Program during the year ended December 31, 2020. The 2020 ATM Program was terminated in advance of implementing the 2022 ATM Program, hereinafter defined.

On October 21, 2022, the Company implemented a $150.0 million “at-the-market” equity offering program (the “2022 ATM Program”) pursuant to which the Company may sell, from time to time, shares of the Company’s common stock. The Company was not active under the 2022 ATM Program during the three months ended June 30, 2023. During the six months ended June 30, 2023, the Company sold 665,929 shares under the 2022 ATM Program for gross proceeds of $12.6 million at a weighted average price of $18.96 per share, generating net proceeds of $12.4 million after deducting transaction fees totaling $0.2 million. The Company was not active under the 2022 ATM Program during the six months ended June 30, 2022. During the year ended December 31, 2022, the Company sold 1,479,241 shares under the 2022 ATM Program for gross proceeds of $27.8 million at a weighted average price of $18.81 per share, generating net proceeds of $27.4 million after deducting transaction fees totaling $0.4 million.

NONCONTROLLING INTEREST

As of June 30, 2023, CTO holds, directly and indirectly, a 7.8% noncontrolling ownership interest in the Operating Partnership as a result of 1,223,854 OP Units issued to CTO at the time of the Company’s IPO. An additional 3.0% noncontrolling ownership interest is held by an unrelated third party in connection with the issuance of 479,640 OP Units as consideration for a portfolio of net lease properties acquired during the year ended December 31, 2021.

DIVIDENDS

The Company has elected to be taxed as a REIT for U.S. federal income tax purposes under the Code. To qualify 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 corporate 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. During the three months ended June 30, 2023 and 2022, the Company declared and paid cash dividends on its common stock and OP Units of $0.275 per share and $0.270 per share, respectively. During the six months ended June 30, 2023 and 2022, the Company declared and paid cash dividends on its common stock and OP Units of $0.550 per share and $0.540 per share, respectively.

NOTE 12. COMMON STOCK AND EARNINGS PER SHARE

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

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The following is a reconciliation of basic and diluted earnings per common share (in thousands, except share and per share data):


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Net Income Attributable to Alpine Income Property Trust, Inc.	$	80	$	14,282	$	3,419	$	15,088

Weighted Average Number of Common Shares Outstanding		14,059,173		11,844,108		14,030,025		11,753,904
Weighted Average Number of Common Shares Applicable to OP Units using Treasury Stock Method ⁽¹⁾		1,703,494		1,703,494		1,703,494		1,703,494
Total Shares Applicable to Diluted Earnings per Share		15,762,667		13,547,602		15,733,519		13,457,398

Per Common Share Data:
Net Income Attributable to Alpine Income Property Trust, Inc.
Basic	$	0.01	$	1.21	$	0.24	$	1.28
Diluted	$	0.01	$	1.05	$	0.22	$	1.12

(1)

Represents shares underlying OP Units including (i) 1,223,854 shares underlying OP Units issued to CTO in connection with our formation transactions and (ii) 479,640 shares underlying OP Units issued to an unrelated third party in connection with the acquisition of a portfolio of properties during the year ended December 31, 2021 (see Note 11, “Equity”).

NOTE 13. SHARE REPURCHASES

In March 2020, the Board approved a $5.0 million stock repurchase program (the “2020 $5.0 Million Repurchase Program”). During the year ended December 31, 2020, the Company repurchased 456,237 shares of its common stock on the open market for a total cost of $5.0 million, or an average price per share of $11.02, which completed the 2020 $5.0 Million Repurchase Program.

In May 2023, the Board approved a $5.0 million stock repurchase program (the “2023 $5.0 Million Repurchase Program”). During the six months ended June 30, 2023, the Company repurchased 23,889 shares of its common stock on the open market for a total cost of $0.4 million, or an average price per share of $15.22. There were no repurchases of the Company’s common stock during the six months ended June 30, 2022.

In July 2023, the Board approved a $15.0 million stock repurchase program (the “2023 $15.0 Million Repurchase Program”). The 2023 $15.0 Million Repurchase Program replaced the 2023 $5.0 Million Repurchase Program.

NOTE 14. STOCK-BASED COMPENSATION

In connection with the closing of the IPO, the Company adopted the Individual Equity Incentive Plan (the “Individual Plan”) and the Manager Equity Incentive Plan (the “Manager Plan”), which are collectively referred to herein as the Equity Incentive Plans. The purpose of the Equity Incentive Plans is to provide equity incentive opportunities to members of the Manager’s management team and employees who perform services for the Company, the Company’s independent directors, advisers, consultants and other personnel, either individually or via grants of incentive equity to the Manager.

On November 26, 2019, the Company granted restricted shares of common stock to each of the Company’s initial non-employee directors under the Individual Plan. Each of the initial non-employee directors received an award of 2,000 restricted shares of common stock on November 26, 2019. The restricted shares vested in substantially equal installments on each of the first, second and third anniversaries of the grant date. As of December 31, 2022, all increments of this award had vested. In addition, the restricted shares are subject to a holding period beginning on the grant date and ending on the date that the grantee ceases to serve as a member of the Board (the “Holding Period”). During the Holding Period, the

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restricted shares may not be sold, pledged or otherwise transferred by the grantee. Except for the one-time IPO-related grant of these 8,000 restricted shares of common stock, and the shares of common stock issued quarterly to the non-employee directors in lieu of cash retainer fees (pursuant to the directors’ annual election under the Company’s Non-Employee Director Compensation Policy), the Company has not made any grants under the Equity Incentive Plans. Any future grants under the Equity Incentive Plans will be approved by the compensation committee of the Board. The 2019 non-employee director share awards had an aggregate grant date fair value of $0.15 million. The Company’s determination of the grant date fair value of the three-year vest restricted stock awards was calculated by multiplying the number of shares issued by the Company’s stock price at the grant date. Compensation cost was recognized on a straight-line basis over the vesting period and is included in general and administrative expenses in the Company’s consolidated statements of operations. Award forfeitures are accounted for in the period in which they occur.

Each non-employee member of the Board has the option to receive his or her annual retainer fee in shares of Company common stock rather than cash. The number of shares issued to the directors making such election is calculated quarterly by dividing the amount of the quarterly retainer fee payment due to such director by the 20-day trailing average closing price of the Company’s common stock as of the last business day of the calendar quarter, rounded down to the nearest whole number of shares. During the six months ended June 30, 2023, the expense recognized for the value of the Company’s common stock received by non-employee directors totaled $0.2 million, or 9,716 shares, of which 4,776 shares were issued on April 3, 2023 and 4,940 shares were issued on July 3, 2023. During the six months ended June 30, 2022, the expense recognized for the value of the Company’s common stock received by non-employee directors totaled $0.1 million, or 7,203 shares, of which 3,514 shares were issued on April 1, 2022 and 3,689 shares were issued on July 1, 2022.

Stock compensation expense for the three and six months ended June 30, 2023 and 2022 is summarized as follows (in thousands):


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Stock Compensation Expense – Director Restricted Stock	$	—	$	12	$	—	$	25
Stock Compensation Expense – Director Retainers Paid in Stock		79		66		159		132
Total Stock Compensation Expense	$	79	$	78	$	159	$	157

NOTE 15. RELATED PARTY MANAGEMENT COMPANY

We are externally managed by the Manager, a wholly owned subsidiary of CTO. Subsequent to the IPO, through June 30, 2023, CTO has purchased an aggregate of 293,024 shares of PINE common stock in the open market including (i) 129,271 shares purchased during the six months ended June 30, 2023 for $2.1 million, or an average price per share of $16.21 (ii) 155,665 shares purchased during the year ended December 31, 2022 for $2.7 million, or an average price per share of $17.57 and (iii) 8,088 shares purchased during the year ended December 31, 2021 for $0.1 million, or an average price per share of $17.65.

As of June 30, 2023, CTO owns, in the aggregate, 1,223,854 OP Units and 1,108,814 shares of PINE common stock, inclusive of (i) 394,737 shares of common stock totaling $7.5 million issued in connection with a private placement that closed concurrently with the IPO, (ii) 421,053 shares of common stock totaling $8.0 million issued in connection with the IPO, and (iii) 293,024 shares of common stock totaling $5.0 million purchased by CTO subsequent to the IPO. The aggregate 1,223,854 OP Units and 1,108,814 shares of PINE common stock held by CTO represent an investment totaling $37.9 million, or 14.8% of PINE’s outstanding equity, as of June 30, 2023.

Management Agreement

On November 26, 2019, the Operating Partnership and PINE entered into a management agreement with the Manager (the “Management Agreement”). Pursuant to the terms of the Management Agreement, our Manager manages, operates and administers our day-to-day operations, business and affairs, subject to the direction and supervision of the Board and in accordance with the investment guidelines approved and monitored by the Board. We pay our Manager a base

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management fee equal to 0.375% per quarter of our “total equity” (as defined in the Management Agreement and based on a 1.5% annual rate), calculated and payable in cash, quarterly in arrears.

Our Manager has the ability to earn an annual incentive fee based on our total stockholder return exceeding an 8% cumulative annual hurdle rate (the “Outperformance Amount”) subject to a high-water mark price. We would pay our Manager an incentive fee with respect to each annual measurement period in the amount of the greater of (i) $0.00 and (ii) the product of (a) 15% multiplied by (b) the Outperformance Amount multiplied by (c) the weighted average shares. No incentive fee was due for the year ended December 31, 2022.

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

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

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

The Company incurred management fee expenses totaling $1.1 million and $2.2 million during the three and six months ended June 30, 2023, respectively. The Company also paid dividends on the common stock and OP Units owned by affiliates of the Manager in the amount of $0.6 million and $1.2 million for the three and six months ended June 30, 2023, respectively. The Company incurred management fee expenses totaling $0.9 million and $1.9 million during the three and six months ended June 30, 2022, respectively. The Company also paid dividends on the common stock and OP Units owned by affiliates of the Manager in the amount of $0.6 million and $1.1 million for the three and six months ended June 30, 2022, respectively.

The following table represents amounts due to (from) CTO (in thousands):


	As of
Description	June 30, 2023		December 31, 2022
Management Fee due to CTO	$	2,200	$	993
Other		72		(61)
Total ⁽¹⁾	$	2,272	$	932

(1)	Included in accrued expenses, see Note 8, “Accounts Payable, Accrued Expenses, and Other Liabilities”.

ROFO Agreement

On November 26, 2019, PINE also entered into an Exclusivity and Right of First Offer Agreement with CTO (the “ROFO Agreement”). During the term of the ROFO Agreement, CTO will not, and will cause each of its affiliates (which for purposes of the ROFO Agreement will not include our company and our subsidiaries) not to, acquire, directly or indirectly, a single-tenant, net leased property, unless CTO has notified us of the opportunity and we have affirmatively rejected the opportunity to acquire the applicable property or properties.

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

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

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

On April 6, 2021, the Company entered into a purchase and sale agreement with a certain subsidiary of CTO for the purchase of one net lease property for $11.5 million. The acquisition was completed on April 23, 2021.

On April 2, 2021, the Company entered into a purchase and sale agreement with certain subsidiaries of CTO for the purchase of six net lease properties (the “CMBS Portfolio”). The terms of the purchase and sale agreement, as amended on April 20, 2021, provided a total purchase price of $44.5 million for the CMBS Portfolio. The acquisition of the CMBS Portfolio was completed on June 30, 2021.

On January 5, 2022, the Company entered into a purchase and sale agreement with a certain subsidiary of CTO for the purchase of one net lease property for $6.9 million. The acquisition was completed on January 7, 2022.

The entry into these purchase and sale agreements, and subsequent completion of the related acquisitions, are a result of the Company exercising its right to purchase the aforementioned properties under the ROFO Agreement.

Conflicts of Interest

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

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

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

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

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

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

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

NOTE 16. COMMITMENTS AND CONTINGENCIES

LEGAL PROCEEDINGS

From time to time, the Company may be a party to certain legal proceedings, incidental to the normal course of business. 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.

NOTE 17. SUBSEQUENT EVENTS

Subsequent events and transactions were evaluated through July 20, 2023, the date the consolidated financial statements were issued.

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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 Alpine Income Property Trust, Inc. and its consolidated subsidiaries. References to “Notes to Financial Statements” refer to the Notes to the Consolidated Financial Statements of Alpine Income Property Trust, 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 complete 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, 2022.

Special Note Regarding Forward-Looking Statements

This Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). The words “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,” “could,” “may,” “should,” “plan,” “potential,” “predict,” “forecast,” “project,” and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made. Forward-looking statements are made based upon management’s expectations and beliefs concerning future developments and their potential effect upon the Company. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management.

Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. These risks and uncertainties include, but are not limited to, the strength of the real estate market; the impact of a prolonged recession or downturn in economic conditions; our ability to successfully execute acquisition or development strategies; any loss of key management personnel; changes in local, regional, national and global economic conditions affecting the real estate development business and properties, including unstable macroeconomic conditions due to, among other things, geopolitical conflicts, inflation, rising interest rates, and distress in the banking sector; the impact of competitive real estate activity; the loss of any major property tenants; the ultimate geographic spread, severity and duration of pandemics, actions that may be taken by governmental authorities to contain or address the impact of such pandemics, and the potential negative impacts of such pandemics on the global economy and our financial condition and results of operations; and the availability of capital. These risks and uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements.

See “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for further discussion of these risks, as well as additional risks and uncertainties that could cause actual results or events to differ materially from those described in the Company’s forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this Quarterly Report on Form 10-Q. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.

OVERVIEW

Alpine Income Property Trust, Inc. is a Maryland corporation that conducts its operations so as to qualify as a REIT for U.S. federal income tax purposes. Substantially all of the operations are conducted through our Operating Partnership.

We seek to acquire, own and operate primarily freestanding, commercial retail real estate properties located in the United States primarily leased pursuant to long-term net leases. We target tenants in industries that we believe are favorably impacted by macroeconomic trends that support consumer spending, stable and growing employment, and positive consumer sentiment, as well as tenants in industries that have demonstrated resistance to the impact of the e-commerce

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retail sector or who use a physical presence as a component of their omnichannel strategy. We also seek to invest in properties that are net leased to tenants that we reasonably believe have attractive credit characteristics, stable operating histories, healthy rent coverage levels, are well-located within their respective markets and/or have rents at-or-below market rent levels. Furthermore, we believe that the size of our company allows us, for at least the near term, to focus our investment activities on the acquisition of single properties or smaller portfolios of properties that represent a transaction size that most of our publicly-traded net lease REIT peers will not pursue on a consistent basis.

Our strategy for investing in income-producing properties is focused on factors including, but not limited to, long-term real estate fundamentals, including those markets experiencing significant economic 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., credit-worthiness, 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, alignment with the Company’s structure, etc.).

During the six months ended June 30, 2023, the Company acquired nine properties for total acquisition volume of $60.5 million, or $61.6 million including capitalized acquisition costs. During the six months ended June 30, 2023, the Company sold 14 properties for an aggregate sales price of $79.1 million, generating aggregate gains on sale of $5.2 million.

As of June 30, 2023, we owned 143 properties with an aggregate gross leasable area of 3.9 million square feet, located in 34 states, with a weighted average remaining lease term of 7.3 years. Our portfolio was 99.5% leased as of June 30, 2023.

The Company has no employees and is externally managed by Alpine Income Property Manager, LLC, a Delaware limited liability company and a wholly owned subsidiary of CTO (our “Manager”). CTO is a Maryland corporation that is a publicly traded diversified REIT and the sole member of our Manager.

COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 2023 AND 2022

The following presents the Company’s results of operations for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022 (in thousands):


	Three Months Ended
	June 30, 2023		June 30, 2022		$ Variance		% Variance
Revenues:
Lease Income	$	11,439	$	11,280	$	159	1.4%
Total Revenues		11,439		11,280		159	1.4%
Operating Expenses:
Real Estate Expenses		1,575		1,285		290	22.6%
General and Administrative Expenses		1,656		1,479		177	12.0%
Depreciation and Amortization		6,423		5,694		729	12.8%
Total Operating Expenses		9,654		8,458		1,196	14.1%
Gain on Disposition of Assets		743		15,637		(14,894)	(95.2)%
Net Income from Operations		2,528		18,459		(15,931)	(86.3)%
Interest Expense		2,438		2,123		315	14.8%
Net Income		90		16,336		(16,246)	(99.4)%
Less: Net Income Attributable to Noncontrolling Interest		(10)		(2,054)		2,044	99.5%
Net Income Attributable to Alpine Income Property Trust, Inc.	$	80	$	14,282	$	(14,202)	(99.4)%

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Revenue and Direct Cost of Revenues

Revenue from our property operations during the three months ended June 30, 2023 and 2022, totaled $11.4 million and $11.3 million, respectively. The $0.2 million increase in revenues is reflective of the Company’s volume of property acquisitions during the six months ended June 30, 2023 and the year ended December 31, 2022, partially offset by property sales during the same period. The direct costs of revenues for our property operations totaled $1.6 million and $1.3 million for the three months ended June 30, 2023 and 2022, respectively. The $0.3 million increase in the direct cost of revenues is attributable to the Company’s property portfolio being subject to more expenses reimbursable by tenants.

General and Administrative Expenses

The following table represents the Company’s general and administrative expenses for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022 (in thousands):


	Three Months Ended
	June 30, 2023		June 30, 2022		$ Variance		% Variance
Management Fee to Manager	$	1,102	$	948	$	154	16.2%
Director Stock Compensation Expense		79		78		1	1.3%
Director & Officer Insurance Expense		62		96		(34)	(35.4)%
Additional General and Administrative Expense		413		357		56	15.7%
Total General and Administrative Expenses	$	1,656	$	1,479	$	177	12.0%

General and administrative expenses totaled $1.7 million and $1.5 million during the three months ended June 30, 2023 and 2022, respectively. The $0.2 million increase is attributable to growth in the Company’s equity base, which led to increased management fee expenses of $0.2 million, which is partially offset by a decrease in director and officer insurance expense.

Depreciation and Amortization

Depreciation and amortization expense totaled $6.4 million and $5.7 million during the three months ended June 30, 2023 and 2022, respectively. The $0.7 million increase in the depreciation and amortization expense is reflective of the Company’s expanded property portfolio.

Gain on Disposition of Assets

During the three months ended June 30, 2023, the Company sold four properties for an aggregate sales price of $22.9 million, generating aggregate gains on sale of $0.7 million. During the three months ended June 30, 2022, the Company sold five properties for an aggregate sales price of $72.8 million, generating aggregate gains on sale of $15.6 million.

Interest Expense

Interest expense totaled $2.4 million and $2.1 million during the three months ended June 30, 2023 and 2022, respectively. The $0.3 million increase in interest expense is attributable to the overall increase in the interest rates underlying the Company’s previously variable rate debt, which was entirely fixed as of March 1, 2023. The impact of the overall rate increase was partially offset by a lower average outstanding debt balance during the three months ended June 30, 2023. The overall decrease in the Company’s long-term debt is primarily the result of paying down the outstanding debt balance through a combination of proceeds from stock issuances and funds from operations.

Net Income

Net income totaled $0.1 million and $16.3 million during the three months ended June 30, 2023 and 2022, respectively. The $16.2 million decrease in net income is attributable to the factors described above, most notably the decrease in the gain on disposition of assets of $14.9 million.

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COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

The following presents the Company’s results of operations for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022 (in thousands):


	Six Months Ended
	June 30, 2023		June 30, 2022		$ Variance		% Variance
Revenues:
Lease Income	$	22,605	$	22,079	$	526	2.4%
Total Revenues		22,605		22,079		526	2.4%
Operating Expenses:
Real Estate Expenses		3,009		2,377		632	26.6%
General and Administrative Expenses		3,171		2,910		261	9.0%
Depreciation and Amortization		12,758		11,366		1,392	12.2%
Total Operating Expenses		18,938		16,653		2,285	13.7%
Gain on Disposition of Assets		5,196		15,637		(10,441)	(66.8)%
Gain on Extinguishment of Debt		23		—		23	100.0%
Net Income from Operations		8,886		21,063		(12,177)	(57.8)%
Interest Expense		5,051		3,803		1,248	32.8%
Net Income		3,835		17,260		(13,425)	(77.8)%
Less: Net Income Attributable to Noncontrolling Interest		(416)		(2,172)		1,756	80.8%
Net Income Attributable to Alpine Income Property Trust, Inc.	$	3,419	$	15,088	$	(11,669)	(77.3)%

Revenue and Direct Cost of Revenues

Revenue from our property operations during the six months ended June 30, 2023 and 2022, totaled $22.6 million and $22.1 million, respectively. The $0.5 million increase in revenues is reflective of the Company’s volume of property acquisitions during the six months ended June 30, 2023 and the year ended December 31, 2022, partially offset by property sales, during the same period. The direct costs of revenues for our property operations totaled $3.0 million and $2.4 million for the six months ended June 30, 2023 and 2022, respectively. The $0.6 million increase in the direct cost of revenues is attributable to the Company’s property portfolio being subject to more expenses reimbursable by tenants.

General and Administrative Expenses

The following table represents the Company’s general and administrative expenses for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022 (in thousands):


	Six Months Ended
	June 30, 2023		June 30, 2022		$ Variance		% Variance
Management Fee to Manager	$	2,200	$	1,884	$	316	16.8%
Director Stock Compensation Expense		159		157		2	1.3%
Director & Officer Insurance Expense		124		192		(68)	(35.4)%
Additional General and Administrative Expense		688		677		11	1.6%
Total General and Administrative Expenses	$	3,171	$	2,910	$	261	9.0%

General and administrative expenses totaled $3.2 million and $2.9 million during the six months ended June 30, 2023 and 2022, respectively. The $0.3 million increase is attributable to growth in the Company’s equity base, which led to increased management fee expenses of $0.3 million, which is partially offset by a decrease in director and officer insurance expense.

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Depreciation and Amortization

Depreciation and amortization expense totaled $12.8 million and $11.4 million during the six months ended June 30, 2023 and 2022, respectively. The $1.4 million increase in the depreciation and amortization expense is reflective of the Company’s expanded property portfolio.

Gain on Disposition of Assets

During the six months ended June 30, 2023, the Company sold 14 properties for an aggregate sales price of $79.1 million, generating aggregate gains on sale of $5.2 million. During the six months ended June 30, 2022, the Company sold five properties for an aggregate sales price of $72.8 million, generating aggregate gains on sale of $15.6 million.

Interest Expense

Interest expense totaled $5.0 million and $3.8 million during the six months ended June 30, 2023 and 2022, respectively. The $1.2 million increase in interest expense is attributable to the overall increase in the interest rates underlying the Company’s previously variable rate debt, which was entirely fixed as of March 1, 2023. The impact of the overall rate increase was partially offset by a lower average outstanding debt balance during the six months ended June 30, 2023. The overall decrease in the Company’s long-term debt is primarily the result of paying down the outstanding debt balance through a combination of proceeds from stock issuances and funds from operations.

Net Income

Net income totaled $3.8 million and $17.3 million during the six months ended June 30, 2023 and 2022, respectively. The $13.5 million decrease in net income is attributable to the factors described above, most notably the decrease in the gain on disposition of assets of $10.4 million.

LIQUIDITY AND CAPITAL RESOURCES

Cash totaled $27.9 million as of June 30, 2023, including restricted cash of $20.1 million. See Note 2 “Summary of Significant Accounting Policies” under the heading Restricted Cash for the Company’s disclosure related to its restricted cash balance as of June 30, 2023.

Long-Term Debt. As of June 30, 2023, the Company had an outstanding balance of $50.0 million on the $250 million revolving Credit Facility. The Company also had $200.0 million in term loans outstanding as of June 30, 2023. See Note 9, “Long-Term Debt” for the Company’s disclosure related to its long-term debt balance at June 30, 2023.

Acquisitions and Dispositions. As further described in Note 3, “Property Portfolio,” during the six months ended June 30, 2023, the Company acquired nine properties for total acquisition volume of $60.5 million, or $61.6 million including capitalized acquisition costs, and sold 14 properties for an aggregate sales price of $79.1 million, generating aggregate gains on sale of $5.2 million.

ATM Program. During the six months ended June 30, 2023, the Company sold 665,929 shares under the 2022 ATM Program for gross proceeds of $12.6 million at a weighted average price of $18.96 per share, generating net proceeds of $12.4 million.

Capital Expenditures. As of June 30, 2023, the Company had no commitments related to capital expenditures for the maintenance of fixed assets, such as land, buildings, and equipment.

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, proceeds from the completion of the sale of assets utilizing the reverse like-kind 1031 exchange structure, $109.5 million of availability remaining under the 2022 ATM Program, and $200.0 million of available capacity on the existing $250.0 million Credit Facility.

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The Board and management consistently review the allocation of capital with the goal of providing the best long-term risk-adjusted returns 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 of investing in net leased properties by utilizing capital that we raise, proceeds from recent property sales, and available borrowing capacity from the 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.

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Non-GAAP Financial Measures

Our reported results are presented in accordance with GAAP. We also disclose FFO and AFFO, both of which are non-GAAP financial measures. We believe these two non-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 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 operations as reported on our statement of cash flows as a liquidity measure and should be considered in addition to, and not in lieu of, 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 GAAP net income or loss adjusted to exclude extraordinary items (as defined by GAAP), net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and real estate related depreciation and amortization, including the pro rata share of such adjustments of unconsolidated subsidiaries. To derive AFFO, we modify the NAREIT computation of FFO to include other adjustments to GAAP net income related to non-cash revenues and expenses such as loss on extinguishment of debt, amortization of above- and below-market lease related intangibles, straight-line rental revenue, amortization of deferred financing costs, non-cash compensation, and other non-cash income or expense. 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 AFFO is an additional useful supplemental measure for investors to consider because it will help them to better assess our operating performance without the distortions created by other non-cash revenues or expenses. FFO and AFFO may not be comparable to similarly titled measures employed by other companies.

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Reconciliation of Non-GAAP Measures (in thousands, except share data):


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Net Income	$	90	$	16,336	$	3,835	$	17,260
Depreciation and Amortization		6,423		5,694		12,758		11,366
Gain on Disposition of Assets		(743)		(15,637)		(5,196)		(15,637)
Funds From Operations	$	5,770	$	6,393	$	11,397	$	12,989
Adjustments:
Gain on Extinguishment of Debt		—		—		(23)		—
Amortization of Intangible Assets and Liabilities to Lease Income		(102)		(69)		(189)		(170)
Straight-Line Rent Adjustment		(109)		(234)		(274)		(528)
COVID-19 Rent Repayments		—		22		—		45
Non-Cash Compensation		79		78		159		157
Amortization of Deferred Financing Costs to Interest Expense		177		132		351		257
Other Non-Cash Expense		28		23		57		47
Adjusted Funds From Operations	$	5,843	$	6,345	$	11,478	$	12,797

Weighted Average Number of Common Shares:
Basic		14,059,173		11,844,108		14,030,025		11,753,904
Diluted		15,762,667		13,547,602		15,733,519		13,457,398

Other Data (in thousands, except per share data):


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
FFO	$	5,770	$	6,393	$	11,397	$	12,989
FFO per Diluted Share	$	0.37	$	0.47	$	0.72	$	0.97

AFFO	$	5,843	$	6,345	$	11,478	$	12,797
AFFO per Diluted Share	$	0.37	$	0.47	$	0.73	$	0.95

OFF-BALANCE SHEET ARRANGEMENTS

None.

CRITICAL ACCOUNTING ESTIMATES

Critical accounting estimates include those estimates made in accordance with 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 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

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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 nine properties for a combined purchase price of $60.5 million for the six months ended June 30, 2023 and 35 properties for a combined purchase price of $109.1 million for the six months ended June 30, 2022.

See Note 2, “Summary of Significant Accounting Policies”, for further discussion of the Company’s accounting estimates and policies.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, an evaluation, as required by Rules 13(a)-15 and 15(d)-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 SEC 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 June 30, 2023, 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

ITEM 1A. RISK FACTORS

As of June 30, 2023, there have been no material changes in our risk factors from those 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, 2022 (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.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no unregistered sales of equity securities of the Company during the three months ended June 30, 2023.

Issuer Purchases of Equity Securities

The following share repurchases were made during the three months ended June 30, 2023:


	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as a Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs ($000's)
4/1/2023 - 4/30/2023	—	$	—	—	$	—
5/1/2023 - 5/31/2023	19,134		15.22	19,134	$	4,709	⁽¹⁾
6/1/2023 - 6/30/2023	4,755		15.22	4,755	$	4,636
Total	23,889	$	15.22	23,889

(4)	In May 2023, the Company’s Board of Directors approved a $5 million stock repurchase program under which approximately $0.4 million of the Company’s stock had been repurchased as of June 30, 2023. The repurchase program does not have an expiration date.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

Not applicable

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ITEM 6. EXHIBITS

(a)

Exhibits:




Exhibit 3.1		Articles of Amendment and Restatement of Alpine Income Property Trust, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 3, 2019).

Exhibit 3.2		Third Amended and Restated Bylaws of Alpine Income Property Trust, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 3, 2023).

Exhibit 4.1		Specimen Common Stock Certificate of Alpine Income Property Trust, Inc. (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-11/A (File No. 333-234304) filed with the Commission on October 29, 2019).

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 Sarbanes-Oxley Act of 2002.

Exhibit 32.1**		Certification furnished pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2**		Certification furnished pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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)


* Filed herewith

** Furnished herewith

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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.


	ALPINE INCOME PROPERTY TRUST, INC.
	(Registrant)

July 20, 2023	By:	/s/ John P. Albright
		John P. Albright President and Chief Executive Officer (Principal Executive Officer)

July 20, 2023	By:	/s/ Matthew M. Partridge
		Matthew M. Partridge, Senior Vice President and Chief Financial Officer and Treasurer (Principal Financial Officer)
July 20, 2023	By:	/s/ Lisa M. Vorakoun
		Lisa M. Vorakoun, Vice President and Chief Accounting Officer (Principal Accounting Officer)

Exhibit 31.1

CERTIFICATIONS

I, John P. Albright, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Alpine Income Property Trust, 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;

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: July 20, 2023


By:		/s/ John P. Albright
		John P. Albright
		President and Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, Matthew M. Partridge, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Alpine Income Property Trust, 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;

(a)

(b)

(c)

(d)

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)

(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: July 20, 2023


By:		/s/ Matthew M. Partridge
		Matthew M. Partridge, 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 Alpine Income Property Trust, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2023, 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: July 20, 2023


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 Alpine Income Property Trust, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew M. Partridge, 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: July 20, 2023


By:		/s/ Matthew M. Partridge
		Matthew M. Partridge, Senior Vice President,
		Chief Financial Officer and Treasurer
		(Principal Financial Officer)

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2023	Jul. 13, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-39143
Entity Registrant Name	ALPINE INCOME PROPERTY TRUST, INC.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	84-2769895
Entity Address, Address Line One	369 N. New York Avenue
Entity Address, Address Line Two	Suite 201
Entity Address, City or Town	Winter Park
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32789
City Area Code	407
Local Phone Number	904-3324
Title of 12(b) Security	COMMON STOCK, $0.01 PAR VALUE
Trading Symbol	PINE
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		14,049,941
Entity Central Index Key	0001786117
Document Fiscal Period Focus	Q2
Amendment Flag	false
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Real Estate:
Land, at Cost	$ 151,703	$ 176,857
Building and Improvements, at Cost	332,202	322,510
Total Real Estate, at Cost	483,905	499,367
Less, Accumulated Depreciation	(28,569)	(22,313)
Real Estate-Net	455,336	477,054
Assets Held for Sale	5,488
Cash and Cash Equivalents	7,755	9,018
Restricted Cash	20,100	4,026
Intangible Lease Assets-Net	53,402	60,432
Straight-Line Rent Adjustment	1,736	1,668
Other Assets	22,868	21,233
Total Assets	566,685	573,431
Liabilities:
Accounts Payable, Accrued Expenses, and Other Liabilities	6,547	4,411
Prepaid Rent and Deferred Revenue	1,776	1,479
Intangible Lease Liabilities-Net	5,062	5,050
Long-Term Debt	249,020	267,116
Total Liabilities	262,405	278,056
Commitments and Contingencies-See Note 16
Equity:
Preferred Stock, $0.01 par value per share, 100 million shares authorized, no shares issued and outstanding as of June 30, 2023 and December 31, 2022
Common Stock, $0.01 par value per share, 500 million shares authorized, 14,045,001 shares issued and outstanding as of June 30, 2023 and 13,394,677 shares issued and outstanding as of December 31, 2022	140	134
Additional Paid-in Capital	248,958	236,841
Retained Earnings	5,731	10,042
Accumulated Other Comprehensive Income	16,214	14,601
Stockholders' Equity	271,043	261,618
Noncontrolling Interest	33,237	33,757
Total Equity	304,280	295,375
Total Liabilities and Equity	$ 566,685	$ 573,431

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Preferred Stock
Preferred Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred Stock, shares authorized	100,000,000	100,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Common Stock
Common Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common Stock, shares authorized	500,000,000	500,000,000
Common Stock, shares issued	14,045,001	13,394,677
Common Stock, shares outstanding	14,045,001	13,394,677

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenues:
Lease Income	$ 11,439	$ 11,280	$ 22,605	$ 22,079
Total Revenues	11,439	11,280	22,605	22,079
Operating Expenses:
Real Estate Expenses	1,575	1,285	3,009	2,377
General and Administrative Expenses	1,656	1,479	3,171	2,910
Depreciation and Amortization	6,423	5,694	12,758	11,366
Total Operating Expenses	9,654	8,458	18,938	16,653
Gain on Disposition of Assets	743	15,637	5,196	15,637
Gain on Extinguishment of Debt			23
Net Income From Operations	2,528	18,459	8,886	21,063
Interest Expense	2,438	2,123	5,051	3,803
Net Income	90	16,336	3,835	17,260
Less: Net Income Attributable to Noncontrolling Interest	(10)	(2,054)	(416)	(2,172)
Net Income Attributable to Alpine Income Property Trust, Inc.	$ 80	$ 14,282	$ 3,419	$ 15,088
Per Common Share Data:
Basic (in dollars per share)	$ 0.01	$ 1.21	$ 0.24	$ 1.28
Diluted (in dollars per share)	$ 0.01	$ 1.05	$ 0.22	$ 1.12
Weighted Average Number of Common Shares:
Basic (in shares)	14,059,173	11,844,108	14,030,025	11,753,904
Diluted (in shares)	15,762,667	13,547,602	15,733,519	13,457,398

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net Income Attributable to Alpine Income Property Trust, Inc.	$ 80	$ 14,282	$ 3,419	$ 15,088
Other Comprehensive Income
Cash Flow Hedging Derivative - Interest Rate Swaps	4,379	2,245	1,613	9,077
Total Other Comprehensive Income	4,379	2,245	1,613	9,077
Total Comprehensive Income	$ 4,459	$ 16,527	$ 5,032	$ 24,165

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) $ in Thousands	Stockholders' Equity	Common Stock at Par	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interest	Total
Balance at Dec. 31, 2021	$ 196,523	$ 114	$ 200,906	$ (6,419)	$ 1,922	$ 31,379	$ 227,902
Increase (decrease) in shareholders' equity
Net Income	15,088			15,088		2,172	17,260
Stock Issuance to Directors	158		158				158
Cash Dividend	(6,368)			(6,368)		(920)	(7,288)
Other Comprehensive Income (Loss)	9,077				9,077		9,077
Stock Issuance, Net of Equity Issuance Costs	7,647	5	7,642				7,647
Balance at Jun. 30, 2022	222,125	119	208,706	2,301	10,999	32,631	254,756
Balance at Dec. 31, 2021	196,523	114	200,906	(6,419)	1,922	31,379	227,902
Balance at Dec. 31, 2022	261,618	134	236,841	10,042	14,601	33,757	295,375
Balance at Mar. 31, 2022	207,128	118	207,035	(8,779)	8,754	31,037	238,165
Increase (decrease) in shareholders' equity
Net Income	14,282			14,282		2,054	16,336
Stock Issuance to Directors	79		79				79
Cash Dividend	(3,202)			(3,202)		(460)	(3,662)
Other Comprehensive Income (Loss)	2,245				2,245		2,245
Stock Issuance, Net of Equity Issuance Costs	1,593	1	1,592				1,593
Balance at Jun. 30, 2022	222,125	119	208,706	2,301	10,999	32,631	254,756
Balance at Dec. 31, 2022	261,618	134	236,841	10,042	14,601	33,757	295,375
Increase (decrease) in shareholders' equity
Net Income	3,419			3,419		416	3,835
Stock Repurchase	(365)	(1)	(364)				(365)
Stock Issuance to Directors	145		145				145
Cash Dividend	(7,730)			(7,730)		(936)	(8,666)
Other Comprehensive Income (Loss)	1,613				1,613		1,613
Stock Issuance, Net of Equity Issuance Costs	12,343	7	12,336				12,343
Balance at Jun. 30, 2023	271,043	140	248,958	5,731	16,214	33,237	304,280
Balance at Mar. 31, 2023	270,778	141	249,288	9,514	11,835	33,694	304,472
Increase (decrease) in shareholders' equity
Net Income	80			80		10	90
Stock Repurchase	(365)	(1)	(364)				(365)
Stock Issuance to Directors	79		79				79
Cash Dividend	(3,863)			(3,863)		(467)	(4,330)
Other Comprehensive Income (Loss)	4,379				4,379		4,379
Stock Issuance, Net of Equity Issuance Costs	(45)		(45)				(45)
Balance at Jun. 30, 2023	$ 271,043	$ 140	$ 248,958	$ 5,731	$ 16,214	$ 33,237	$ 304,280

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Parenthetical) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Common Stock
Cash Dividends (in dollars per share)	$ 0.275	$ 0.270	$ 0.550	$ 0.540

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flow From Operating Activities:
Net Income	$ 3,835	$ 17,260
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation and Amortization	12,758	11,366
Amortization of Intangible Lease Assets and Liabilities to Lease Income	(189)	(170)
Amortization of Deferred Financing Costs to Interest Expense	351	257
Gain on Disposition of Assets	(5,196)	(15,637)
Non-Cash Compensation	159	157
Decrease (Increase) in Assets:
Straight-Line Rent Adjustment	(274)	(528)
COVID-19 Rent Repayments		45
Other Assets	(221)	278
Increase (Decrease) in Liabilities:
Accounts Payable, Accrued Expenses, and Other Liabilities	2,156	595
Prepaid Rent and Deferred Revenue	297	(371)
Net Cash Provided By Operating Activities	13,676	13,252
Cash Flow From Investing Activities:
Acquisition of Real Estate, Including Capitalized Expenditures	(61,672)	(110,062)
Proceeds from Disposition of Assets	77,775	71,446
Net Cash Provided By (Used In) Investing Activities	16,103	(38,616)
Cash Flow from Financing Activities:
Proceeds from Long-Term Debt	1,250	162,500
Payments on Long-Term Debt	(19,500)	(129,000)
Cash Paid for Loan Fees	(30)	(434)
Repurchase of Common Stock	(365)
Proceeds From Stock Issuance, Net	12,343	7,647
Dividends Paid	(8,666)	(7,288)
Net Cash Provided By (Used In) Financing Activities	(14,968)	33,425
Net Increase in Cash and Cash Equivalents	14,811	8,061
Cash and Cash Equivalents and Restricted Cash, Beginning of Period	13,044	9,497
Cash and Cash Equivalents and Restricted Cash, End of Period	27,855	17,558
Supplemental Disclosure of Cash Flow Information:
Cash Paid for Interest	4,681	3,352
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Unrealized Gain on Cash Flow Hedge	$ 1,613	$ 9,077
Derivative, Gain (Loss), Statement of Income or Comprehensive Income	Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent	Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent
Right-of-Use Assets and Operating Lease Liability		$ 1,831

CONSOLIDATED STATEMENTS OF CASH FLOWS - Reconciliation of Cash to the Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Reconciliation of Cash to the Consolidated Balance Sheets:
Cash and Cash Equivalents	$ 7,755	$ 9,018	$ 2,427
Restricted Cash	20,100	4,026	15,131
Total Cash	$ 27,855	$ 13,044	$ 17,558	$ 9,497

BUSINESS AND ORGANIZATION

6 Months Ended

Jun. 30, 2023

BUSINESS AND ORGANIZATION

BUSINESS AND ORGANIZATION

NOTE 1. BUSINESS AND ORGANIZATION

BUSINESS

ORGANIZATION

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

LONG-LIVED ASSETS

PURCHASE ACCOUNTING FOR ACQUISITIONS OF REAL ESTATE SUBJECT TO A LEASE

ASSETS HELD FOR SALE

SALES OF REAL ESTATE

PROPERTY LEASE REVENUE

OPERATING LAND LEASE EXPENSE

CASH AND CASH EQUIVALENTS

RESTRICTED CASH

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITY

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE MEASUREMENTS

●

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

●

CONCENTRATION OF CREDIT RISK

PROPERTY PORTFOLIO

6 Months Ended

Jun. 30, 2023

PROPERTY PORTFOLIO

PROPERTY PORTFOLIO

NOTE 3. PROPERTY PORTFOLIO

As of June 30, 2023, the Company’s property portfolio consisted of 143 properties with total square footage of 3.9 million.

The components of leasing revenue are as follows (in thousands):


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Lease Income
Lease Payments	$	9,975	$	10,160	$	20,138	$	19,891
Variable Lease Payments		1,464		1,120		2,467		2,188
Total Lease Income	$	11,439	$	11,280	$	22,605	$	22,079


Year Ending December 31,	Amounts
Remainder of 2023	$	19,720
2024		38,648
2025		36,917
2026		35,994
2027		32,617
2028		28,734
2029 and Thereafter (Cumulative)		101,338
Total	$	293,968

FAIR VALUE OF FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2023

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

NOTE 4. FAIR VALUE OF FINANCIAL INSTRUMENTS


	June 30, 2023				December 31, 2022
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Cash and Cash Equivalents - Level 1	$	7,755	$	7,755	$	9,018	$	9,018
Restricted Cash - Level 1	$	20,100	$	20,100	$	4,026	$	4,026
Long-Term Debt - Level 2	$	249,020	$	230,904	$	267,116	$	250,568


			Fair Value at Reporting Date Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2023
2026 Term Loan Interest Rate Swap ⁽¹⁾	$	6,374	$	—	$	6,374	$	—
2027 Term Loan Interest Rate Swap ⁽²⁾	$	8,332	$	—	$	8,332	$	—
Credit Facility Interest Rate Swap ⁽³⁾	$	1,508	$	—	$	1,508	$	—
December 31, 2022
2026 Term Loan Interest Rate Swap ⁽¹⁾	$	6,125	$	—	$	6,125	$	—
2027 Term Loan Interest Rate Swap ⁽²⁾	$	8,476	$	—	$	8,476	$	—

(1)

As of June 30, 2023, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 2.05% plus 0.10% and the applicable spread on the $100 million 2026 Term Loan (hereinafter defined) balance. See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps.

(2)

As of June 30, 2023, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 1.18% plus 0.10% and the applicable spread on the $100 million 2027 Term Loan (hereinafter defined) balance. See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps.

(3)

INTANGIBLE ASSETS AND LIABILITIES

6 Months Ended

Jun. 30, 2023

INTANGIBLE ASSETS AND LIABILITIES

INTANGIBLE ASSETS AND LIABILITIES

NOTE 5. INTANGIBLE ASSETS AND LIABILITIES


	As of
	June 30, 2023		December 31, 2022
Intangible Lease Assets:
Value of In-Place Leases	$	48,037	$	49,974
Value of Above Market In-Place Leases		3,116		3,897
Value of Intangible Leasing Costs		19,275		20,579
Sub-total Intangible Lease Assets		70,428		74,450
Accumulated Amortization		(17,026)		(14,018)
Sub-total Intangible Lease Assets—Net		53,402		60,432
Intangible Lease Liabilities:
Value of Below Market In-Place Leases		(6,527)		(6,130)
Sub-total Intangible Lease Liabilities		(6,527)		(6,130)
Accumulated Amortization		1,465		1,080
Sub-total Intangible Lease Liabilities—Net		(5,062)		(5,050)
Total Intangible Assets and Liabilities—Net	$	48,340	$	55,382

The following table reflects the net amortization of intangible assets and liabilities during the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Amortization Expense	$	2,213	$	2,165	$	4,503	$	4,291
Accretion to Properties Revenue		(102)		(69)		(189)		(170)
Net Amortization of Intangible Assets and Liabilities	$	2,111	$	2,096	$	4,314	$	4,121

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


Year Ending December 31,	Future Amortization Expense		Future Accretion to Property Revenue		Net Future Amortization of Intangible Assets and Liabilities
Remainder of 2023	$	4,423	$	(216)	$	4,207
2024		8,470		(426)		8,044
2025		7,808		(398)		7,410
2026		7,367		(416)		6,951
2027		5,837		(416)		5,421
2028		4,745		(333)		4,412
2029 and Thereafter		12,438		(543)		11,895
Total	$	51,088	$	(2,748)	$	48,340

As of June 30, 2023, the weighted average amortization period of both the total intangible assets and liabilities was 8.9 years.

OTHER ASSETS

6 Months Ended

Jun. 30, 2023

OTHER ASSETS

OTHER ASSETS

NOTE 6. OTHER ASSETS

Other assets consisted of the following (in thousands):


	As of
	June 30, 2023		December 31, 2022
Tenant Receivables—Net of Allowance for Doubtful Accounts⁽¹⁾	$	1,086	$	1,172
Prepaid Insurance		394		740
Deposits on Acquisitions		70		30
Prepaid Expenses, Deposits, and Other		2,207		1,494
Deferred Financing Costs—Net		1,350		1,518
Interest Rate Swaps		16,214		14,632
Operating Leases - Right-of-Use Asset ⁽²⁾		1,547		1,647
Total Other Assets	$	22,868	$	21,233

(1)	Includes a $0.4 million allowance for doubtful accounts as of June 30, 2023 and December 31, 2022.

(2)	See Note 7, “Operating Land Leases” for further disclosure related to the Company’s right-of-use asset balance as of June 30, 2023.

OPERATING LAND LEASES

6 Months Ended

Jun. 30, 2023

OPERATING LAND LEASES

OPERATING LAND LEASES

NOTE 7. OPERATING LAND LEASES

The following table reflects a summary of operating land leases, under which the Company is the lessee, for the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended						Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022

Operating Cash Outflows	$	64		$	64		$	128		$	69
Weighted Average Remaining Lease Term		7.7			8.2			7.7			8.2
Weighted Average Discount Rate		2.0	%		2.0	%		2.0	%		2.0	%

Minimum future lease payments under non-cancelable operating land leases, having remaining terms in excess of one year subsequent to June 30, 2023, are summarized as follows (in thousands):


Year Ending December 31,
Remainder of 2023	$	128
2024		251
2025		192
2026		202
2027		202
2028		202
2029 and Thereafter		490
Total Lease Payments	$	1,667
Imputed Interest		(105)
Operating Leases – Liability	$	1,562

ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES

6 Months Ended

Jun. 30, 2023

ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES

ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES

NOTE 8. ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES

Accounts payable, accrued expenses, and other liabilities consisted of the following (in thousands):


	As of
	June 30, 2023		December 31, 2022
Accounts Payable	$	37	$	17
Accrued Expenses		2,535		1,609
Tenant Security Deposits		141		165
Due to CTO		2,272		932
Interest Rate Swap		—		31
Operating Leases - Liability ⁽¹⁾		1,562		1,657
Total Accounts Payable, Accrued Expenses, and Other Liabilities	$	6,547	$	4,411

(1)	See Note 7, “Operating Land Leases” for further disclosure related to the Company’s operating lease liability balance as of June 30, 2023.

LONG-TERM DEBT

6 Months Ended

Jun. 30, 2023

LONG-TERM DEBT

LONG-TERM DEBT

NOTE 9. LONG-TERM DEBT

As of June 30, 2023, the Company’s outstanding indebtedness, at face value, was as follows (in thousands):


	Face Value Debt		Stated Interest Rate	Maturity Date
Credit Facility⁽¹⁾	$	50,000	SOFR + 0.10% + [1.25% - 2.20%]	January 2027
2026 Term Loan⁽²⁾		100,000	SOFR + 0.10% + [1.35% - 1.95%]	May 2026
2027 Term Loan⁽³⁾		100,000	SOFR + 0.10% + [1.25% - 1.90%]	January 2027
Total Debt/Weighted-Average Rate	$	250,000	3.36%

(1)

(2)

As of June 30, 2023, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 2.05% plus 0.10% and the applicable spread on the $100 million 2026 Term Loan (hereinafter defined) balance. See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps.

(3)

As of June 30, 2023, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 1.18% plus 0.10% and the applicable spread on the $100 million 2027 Term Loan (hereinafter defined) balance. See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps.

●

the origination of a new senior unsecured revolving credit facility in the amount of $250 million which matures on January 31, 2027, with the option to extend for one year;

●

the amendment of certain financial covenants; and

●

At June 30, 2023, the commitment level under the Credit Facility was $250.0 million and the Company had an outstanding balance of $50.0 million.

Long-term debt as of June 30, 2023 and December 31, 2022 consisted of the following (in thousands):


	June 30, 2023				December 31, 2022
	Total		Due Within One Year		Total		Due Within One Year
Credit Facility	$	50,000	$	—	$	68,250	$	—
2026 Term Loan		100,000		—		100,000		—
2027 Term Loan		100,000		—		100,000		—
Financing Costs, net of Accumulated Amortization		(980)		—		(1,134)		—
Total Long-Term Debt	$	249,020	$	—	$	267,116	$	—

Payments applicable to reduction of principal amounts as of June 30, 2023 will be required as follows (in thousands):


Year Ending December 31,	Amount
Remainder of 2023	$	—
2024		—
2025		—
2026		100,000
2027		150,000
2028		—
2029 and Thereafter		—
Total Long-Term Debt - Face Value	$	250,000

The carrying value of long-term debt as of June 30, 2023 consisted of the following (in thousands):


	Total
Current Face Amount	$	250,000
Financing Costs, net of Accumulated Amortization		(980)
Total Long-Term Debt	$	249,020

The following table reflects a summary of interest expense incurred and paid during the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Interest Expense	$	2,261	$	1,991	$	4,700	$	3,546
Amortization of Deferred Financing Costs to Interest Expense		177		132		351		257
Total Interest Expense	$	2,438	$	2,123	$	5,051	$	3,803

Total Interest Paid	$	2,137	$	1,840	$	4,681	$	3,352

The Company was in compliance with all of its debt covenants as of June 30, 2023.

INTEREST RATE SWAPS

6 Months Ended

Jun. 30, 2023

INTEREST RATE SWAPS

INTEREST RATE SWAPS

NOTE 10. INTEREST RATE SWAPS


Hedged Item	Effective Date	Maturity Date	Rate	Amount		Fair Value as of June 30, 2023
2026 Term Loan ⁽¹⁾	5/21/2021	5/21/2026	2.05% + 0.10% + applicable spread	$	100,000	$	6,374
2027 Term Loan⁽²⁾	9/30/2021	11/26/2024	1.18%+ 0.10% + applicable spread	$	100,000	$	5,282
2027 Term Loan ⁽³⁾	11/26/2024	1/31/2027	1.60%+ 0.10% + applicable spread	$	80,000	$	3,050
Credit Facility ⁽⁴⁾	3/1/2023	3/1/2028	3.21%+ 0.10%+ applicable spread	$	50,000	$	1,508

(1)

As of June 30, 2023, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 2.05% plus 0.10% and the applicable spread on the $100 million 2026 Term Loan balance. The weighted average fixed interest rate of 2.05%, is comprised of: (i) rate swaps on $60.0 million of the 2026 Term Loan balance effective May 21, 2021, as amended on April 14, 2022 in connection with the 2026 Term Loan Amendment, to fix SOFR (prior to April 14, 2022, the swap was to fix LIBOR), and (ii) a rate swap on $40.0 million of the 2026 Term Loan Balance effective September 30, 2022, to fix SOFR.

(2)

As of June 30, 2023, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 1.18% plus 0.10% and the applicable spread on the $100 million 2027 Term Loan balance. The weighted average fixed interest rate of 1.18%, is comprised of: (i) rate swaps on $80.0 million of the 2027 Term Loan balance effective September 30, 2021, as amended on April 14, 2022 in connection with the 2027 Term Loan Amendment, to fix SOFR, (prior to April 14, 2022, the swap was to fix LIBOR), and (ii) a rate swap on $20.0 million of the 2027 Term Loan balance effective September 30, 2022, to fix SOFR.

(3)	The interest rate swap agreement hedges $80.0 million of the $100.0 million 2027 Term Loan balance under different terms and commences concurrent to the interest rate agreements maturing on November 26, 2024 to extend the fixed interest rate through maturity on January 31, 2027.

(4)	As of June 30, 2023, the Company has utilized an interest rate swap to fix SOFR and achieve a fixed interest rate of 3.21% plus 0.10% and the applicable spread on $50 million of the outstanding balance on the Credit Facility. The swap was effective on March 1, 2023.

EQUITY

6 Months Ended

Jun. 30, 2023

EQUITY

EQUITY

NOTE 11. EQUITY

SHELF REGISTRATION

FOLLOW-ON PUBLIC OFFERING

ATM PROGRAM

NONCONTROLLING INTEREST

DIVIDENDS

COMMON STOCK AND EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2023

COMMON STOCK AND EARNINGS PER SHARE

COMMON STOCK AND EARNINGS PER SHARE

NOTE 12. COMMON STOCK AND EARNINGS PER SHARE

The following is a reconciliation of basic and diluted earnings per common share (in thousands, except share and per share data):


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Net Income Attributable to Alpine Income Property Trust, Inc.	$	80	$	14,282	$	3,419	$	15,088

Weighted Average Number of Common Shares Outstanding		14,059,173		11,844,108		14,030,025		11,753,904
Weighted Average Number of Common Shares Applicable to OP Units using Treasury Stock Method ⁽¹⁾		1,703,494		1,703,494		1,703,494		1,703,494
Total Shares Applicable to Diluted Earnings per Share		15,762,667		13,547,602		15,733,519		13,457,398

Per Common Share Data:
Net Income Attributable to Alpine Income Property Trust, Inc.
Basic	$	0.01	$	1.21	$	0.24	$	1.28
Diluted	$	0.01	$	1.05	$	0.22	$	1.12

(1)

SHARE REPURCHASES

6 Months Ended

Jun. 30, 2023

SHARE REPURCHASES

SHARE REPURCHASES

NOTE 13. SHARE REPURCHASES

STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2023

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

NOTE 14. STOCK-BASED COMPENSATION

Stock compensation expense for the three and six months ended June 30, 2023 and 2022 is summarized as follows (in thousands):


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Stock Compensation Expense – Director Restricted Stock	$	—	$	12	$	—	$	25
Stock Compensation Expense – Director Retainers Paid in Stock		79		66		159		132
Total Stock Compensation Expense	$	79	$	78	$	159	$	157

RELATED PARTY MANAGEMENT COMPANY

6 Months Ended

Jun. 30, 2023

RELATED PARTY MANAGEMENT COMPANY

RELATED PARTY MANAGEMENT COMPANY

NOTE 15. RELATED PARTY MANAGEMENT COMPANY

Management Agreement

management fee equal to 0.375% per quarter of our “total equity” (as defined in the Management Agreement and based on a 1.5% annual rate), calculated and payable in cash, quarterly in arrears.

The following table represents amounts due to (from) CTO (in thousands):


	As of
Description	June 30, 2023		December 31, 2022
Management Fee due to CTO	$	2,200	$	993
Other		72		(61)
Total ⁽¹⁾	$	2,272	$	932

(1)	Included in accrued expenses, see Note 8, “Accounts Payable, Accrued Expenses, and Other Liabilities”.

ROFO Agreement

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

Conflicts of Interest

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2023

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 16. COMMITMENTS AND CONTINGENCIES

LEGAL PROCEEDINGS

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 17. SUBSEQUENT EVENTS

Subsequent events and transactions were evaluated through July 20, 2023, the date the consolidated financial statements were issued.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

LONG-LIVED ASSETS

LONG-LIVED ASSETS

PURCHASE ACCOUNTING FOR ACQUISITIONS OF REAL ESTATE SUBJECT TO A LEASE

PURCHASE ACCOUNTING FOR ACQUISITIONS OF REAL ESTATE SUBJECT TO A LEASE

ASSETS HELD FOR SALE

SALES OF REAL ESTATE

PROPERTY LEASE REVENUE

PROPERTY LEASE REVENUE

OPERATING LAND LEASE EXPENSE

OPERATING LAND LEASE EXPENSE

CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS

RESTRICTED CASH

RESTRICTED CASH

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITY

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITY

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

●

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

●

CONCENTRATION OF CREDIT RISK

CONCENTRATION OF CREDIT RISK

PROPERTY PORTFOLIO (Tables)

6 Months Ended

Jun. 30, 2023

PROPERTY PORTFOLIO

Schedule of components of leasing revenue

The components of leasing revenue are as follows (in thousands):


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Lease Income
Lease Payments	$	9,975	$	10,160	$	20,138	$	19,891
Variable Lease Payments		1,464		1,120		2,467		2,188
Total Lease Income	$	11,439	$	11,280	$	22,605	$	22,079

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


Year Ending December 31,	Amounts
Remainder of 2023	$	19,720
2024		38,648
2025		36,917
2026		35,994
2027		32,617
2028		28,734
2029 and Thereafter (Cumulative)		101,338
Total	$	293,968

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Jun. 30, 2023

FAIR VALUE OF FINANCIAL INSTRUMENTS

Schedule of carrying value and estimated fair value of financial instruments


	June 30, 2023				December 31, 2022
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Cash and Cash Equivalents - Level 1	$	7,755	$	7,755	$	9,018	$	9,018
Restricted Cash - Level 1	$	20,100	$	20,100	$	4,026	$	4,026
Long-Term Debt - Level 2	$	249,020	$	230,904	$	267,116	$	250,568

Schedule of fair value of assets (liabilities) measured on recurring basis by Level


			Fair Value at Reporting Date Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2023
2026 Term Loan Interest Rate Swap ⁽¹⁾	$	6,374	$	—	$	6,374	$	—
2027 Term Loan Interest Rate Swap ⁽²⁾	$	8,332	$	—	$	8,332	$	—
Credit Facility Interest Rate Swap ⁽³⁾	$	1,508	$	—	$	1,508	$	—
December 31, 2022
2026 Term Loan Interest Rate Swap ⁽¹⁾	$	6,125	$	—	$	6,125	$	—
2027 Term Loan Interest Rate Swap ⁽²⁾	$	8,476	$	—	$	8,476	$	—

(1)

As of June 30, 2023, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 2.05% plus 0.10% and the applicable spread on the $100 million 2026 Term Loan (hereinafter defined) balance. See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps.

(2)

As of June 30, 2023, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 1.18% plus 0.10% and the applicable spread on the $100 million 2027 Term Loan (hereinafter defined) balance. See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps.

(3)

INTANGIBLE ASSETS AND LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2023

INTANGIBLE ASSETS AND LIABILITIES

Schedule of components of intangible lease assets and liabilities


	As of
	June 30, 2023		December 31, 2022
Intangible Lease Assets:
Value of In-Place Leases	$	48,037	$	49,974
Value of Above Market In-Place Leases		3,116		3,897
Value of Intangible Leasing Costs		19,275		20,579
Sub-total Intangible Lease Assets		70,428		74,450
Accumulated Amortization		(17,026)		(14,018)
Sub-total Intangible Lease Assets—Net		53,402		60,432
Intangible Lease Liabilities:
Value of Below Market In-Place Leases		(6,527)		(6,130)
Sub-total Intangible Lease Liabilities		(6,527)		(6,130)
Accumulated Amortization		1,465		1,080
Sub-total Intangible Lease Liabilities—Net		(5,062)		(5,050)
Total Intangible Assets and Liabilities—Net	$	48,340	$	55,382

Schedule of amortization of intangible assets and liabilities

The following table reflects the net amortization of intangible assets and liabilities during the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Amortization Expense	$	2,213	$	2,165	$	4,503	$	4,291
Accretion to Properties Revenue		(102)		(69)		(189)		(170)
Net Amortization of Intangible Assets and Liabilities	$	2,111	$	2,096	$	4,314	$	4,121

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):


Year Ending December 31,	Future Amortization Expense		Future Accretion to Property Revenue		Net Future Amortization of Intangible Assets and Liabilities
Remainder of 2023	$	4,423	$	(216)	$	4,207
2024		8,470		(426)		8,044
2025		7,808		(398)		7,410
2026		7,367		(416)		6,951
2027		5,837		(416)		5,421
2028		4,745		(333)		4,412
2029 and Thereafter		12,438		(543)		11,895
Total	$	51,088	$	(2,748)	$	48,340

OTHER ASSETS (Tables)

6 Months Ended

Jun. 30, 2023

OTHER ASSETS

Schedule of components of other assets

Other assets consisted of the following (in thousands):


	As of
	June 30, 2023		December 31, 2022
Tenant Receivables—Net of Allowance for Doubtful Accounts⁽¹⁾	$	1,086	$	1,172
Prepaid Insurance		394		740
Deposits on Acquisitions		70		30
Prepaid Expenses, Deposits, and Other		2,207		1,494
Deferred Financing Costs—Net		1,350		1,518
Interest Rate Swaps		16,214		14,632
Operating Leases - Right-of-Use Asset ⁽²⁾		1,547		1,647
Total Other Assets	$	22,868	$	21,233

(1)	Includes a $0.4 million allowance for doubtful accounts as of June 30, 2023 and December 31, 2022.

(2)	See Note 7, “Operating Land Leases” for further disclosure related to the Company’s right-of-use asset balance as of June 30, 2023.

OPERATING LAND LEASES (Tables)

6 Months Ended

Jun. 30, 2023

OPERATING LAND LEASES

Summary of operating land leases

The following table reflects a summary of operating land leases, under which the Company is the lessee, for the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended						Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022

Operating Cash Outflows	$	64		$	64		$	128		$	69
Weighted Average Remaining Lease Term		7.7			8.2			7.7			8.2
Weighted Average Discount Rate		2.0	%		2.0	%		2.0	%		2.0	%

Schedule of minimum future lease payments under non-cancelable operating land leases

Minimum future lease payments under non-cancelable operating land leases, having remaining terms in excess of one year subsequent to June 30, 2023, are summarized as follows (in thousands):


Year Ending December 31,
Remainder of 2023	$	128
2024		251
2025		192
2026		202
2027		202
2028		202
2029 and Thereafter		490
Total Lease Payments	$	1,667
Imputed Interest		(105)
Operating Leases – Liability	$	1,562

ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2023

ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES

Schedule of components of accounts payable accrued expenses and other liabilities

Accounts payable, accrued expenses, and other liabilities consisted of the following (in thousands):


	As of
	June 30, 2023		December 31, 2022
Accounts Payable	$	37	$	17
Accrued Expenses		2,535		1,609
Tenant Security Deposits		141		165
Due to CTO		2,272		932
Interest Rate Swap		—		31
Operating Leases - Liability ⁽¹⁾		1,562		1,657
Total Accounts Payable, Accrued Expenses, and Other Liabilities	$	6,547	$	4,411

(1)	See Note 7, “Operating Land Leases” for further disclosure related to the Company’s operating lease liability balance as of June 30, 2023.

LONG-TERM DEBT (Tables)

6 Months Ended

Jun. 30, 2023

LONG-TERM DEBT

Schedule of outstanding indebtedness, at face value

As of June 30, 2023, the Company’s outstanding indebtedness, at face value, was as follows (in thousands):


	Face Value Debt		Stated Interest Rate	Maturity Date
Credit Facility⁽¹⁾	$	50,000	SOFR + 0.10% + [1.25% - 2.20%]	January 2027
2026 Term Loan⁽²⁾		100,000	SOFR + 0.10% + [1.35% - 1.95%]	May 2026
2027 Term Loan⁽³⁾		100,000	SOFR + 0.10% + [1.25% - 1.90%]	January 2027
Total Debt/Weighted-Average Rate	$	250,000	3.36%

(1)

(2)

As of June 30, 2023, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 2.05% plus 0.10% and the applicable spread on the $100 million 2026 Term Loan (hereinafter defined) balance. See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps.

(3)

As of June 30, 2023, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 1.18% plus 0.10% and the applicable spread on the $100 million 2027 Term Loan (hereinafter defined) balance. See Note 10, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps.

Schedule of components of long-term debt

Long-term debt as of June 30, 2023 and December 31, 2022 consisted of the following (in thousands):


	June 30, 2023				December 31, 2022
	Total		Due Within One Year		Total		Due Within One Year
Credit Facility	$	50,000	$	—	$	68,250	$	—
2026 Term Loan		100,000		—		100,000		—
2027 Term Loan		100,000		—		100,000		—
Financing Costs, net of Accumulated Amortization		(980)		—		(1,134)		—
Total Long-Term Debt	$	249,020	$	—	$	267,116	$	—

Schedule of payments applicable to reduction of principal amounts

Payments applicable to reduction of principal amounts as of June 30, 2023 will be required as follows (in thousands):


Year Ending December 31,	Amount
Remainder of 2023	$	—
2024		—
2025		—
2026		100,000
2027		150,000
2028		—
2029 and Thereafter		—
Total Long-Term Debt - Face Value	$	250,000

Schedule of carrying value of long-term debt

The carrying value of long-term debt as of June 30, 2023 consisted of the following (in thousands):


	Total
Current Face Amount	$	250,000
Financing Costs, net of Accumulated Amortization		(980)
Total Long-Term Debt	$	249,020

Schedule of interest expense on debt

The following table reflects a summary of interest expense incurred and paid during the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Interest Expense	$	2,261	$	1,991	$	4,700	$	3,546
Amortization of Deferred Financing Costs to Interest Expense		177		132		351		257
Total Interest Expense	$	2,438	$	2,123	$	5,051	$	3,803

Total Interest Paid	$	2,137	$	1,840	$	4,681	$	3,352

INTEREST RATE SWAPS (Tables)

6 Months Ended

Jun. 30, 2023

INTEREST RATE SWAPS

Schedule of interest rate swap agreements

Information related to the Company’s interest rate swap agreements is noted below (in thousands):


Hedged Item	Effective Date	Maturity Date	Rate	Amount		Fair Value as of June 30, 2023
2026 Term Loan ⁽¹⁾	5/21/2021	5/21/2026	2.05% + 0.10% + applicable spread	$	100,000	$	6,374
2027 Term Loan⁽²⁾	9/30/2021	11/26/2024	1.18%+ 0.10% + applicable spread	$	100,000	$	5,282
2027 Term Loan ⁽³⁾	11/26/2024	1/31/2027	1.60%+ 0.10% + applicable spread	$	80,000	$	3,050
Credit Facility ⁽⁴⁾	3/1/2023	3/1/2028	3.21%+ 0.10%+ applicable spread	$	50,000	$	1,508

(1)

As of June 30, 2023, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 2.05% plus 0.10% and the applicable spread on the $100 million 2026 Term Loan balance. The weighted average fixed interest rate of 2.05%, is comprised of: (i) rate swaps on $60.0 million of the 2026 Term Loan balance effective May 21, 2021, as amended on April 14, 2022 in connection with the 2026 Term Loan Amendment, to fix SOFR (prior to April 14, 2022, the swap was to fix LIBOR), and (ii) a rate swap on $40.0 million of the 2026 Term Loan Balance effective September 30, 2022, to fix SOFR.

(2)

As of June 30, 2023, the Company has utilized interest rate swaps to fix SOFR and achieve a weighted average fixed interest rate of 1.18% plus 0.10% and the applicable spread on the $100 million 2027 Term Loan balance. The weighted average fixed interest rate of 1.18%, is comprised of: (i) rate swaps on $80.0 million of the 2027 Term Loan balance effective September 30, 2021, as amended on April 14, 2022 in connection with the 2027 Term Loan Amendment, to fix SOFR, (prior to April 14, 2022, the swap was to fix LIBOR), and (ii) a rate swap on $20.0 million of the 2027 Term Loan balance effective September 30, 2022, to fix SOFR.

(3)	The interest rate swap agreement hedges $80.0 million of the $100.0 million 2027 Term Loan balance under different terms and commences concurrent to the interest rate agreements maturing on November 26, 2024 to extend the fixed interest rate through maturity on January 31, 2027.

(4)	As of June 30, 2023, the Company has utilized an interest rate swap to fix SOFR and achieve a fixed interest rate of 3.21% plus 0.10% and the applicable spread on $50 million of the outstanding balance on the Credit Facility. The swap was effective on March 1, 2023.

COMMON STOCK AND EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2023

COMMON STOCK AND EARNINGS PER SHARE

Schedule of computation of earnings per share

The following is a reconciliation of basic and diluted earnings per common share (in thousands, except share and per share data):


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Net Income Attributable to Alpine Income Property Trust, Inc.	$	80	$	14,282	$	3,419	$	15,088

Weighted Average Number of Common Shares Outstanding		14,059,173		11,844,108		14,030,025		11,753,904
Weighted Average Number of Common Shares Applicable to OP Units using Treasury Stock Method ⁽¹⁾		1,703,494		1,703,494		1,703,494		1,703,494
Total Shares Applicable to Diluted Earnings per Share		15,762,667		13,547,602		15,733,519		13,457,398

Per Common Share Data:
Net Income Attributable to Alpine Income Property Trust, Inc.
Basic	$	0.01	$	1.21	$	0.24	$	1.28
Diluted	$	0.01	$	1.05	$	0.22	$	1.12

(1)

STOCK-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2023

STOCK-BASED COMPENSATION

Schedule of stock compensation expense

Stock compensation expense for the three and six months ended June 30, 2023 and 2022 is summarized as follows (in thousands):


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Stock Compensation Expense – Director Restricted Stock	$	—	$	12	$	—	$	25
Stock Compensation Expense – Director Retainers Paid in Stock		79		66		159		132
Total Stock Compensation Expense	$	79	$	78	$	159	$	157

RELATED PARTY MANAGEMENT COMPANY (Tables)

6 Months Ended

Jun. 30, 2023

RELATED PARTY MANAGEMENT COMPANY

Schedule of amount due to (from) parent company

The following table represents amounts due to (from) CTO (in thousands):


	As of
Description	June 30, 2023		December 31, 2022
Management Fee due to CTO	$	2,200	$	993
Other		72		(61)
Total ⁽¹⁾	$	2,272	$	932

(1)	Included in accrued expenses, see Note 8, “Accounts Payable, Accrued Expenses, and Other Liabilities”.

BUSINESS AND ORGANIZATION - Business (Details)	Jun. 30, 2023 employee property state item
Description of business
Number of real estate properties	143
Number of markets in which entity operates \| item	107
Number of states in which entity operates \| state	34
Entity number of employees \| employee	0
Single-tenant
Description of business
Number of real estate properties	143

BUSINESS AND ORGANIZATION - Organization (Details)	6 Months Ended
BUSINESS AND ORGANIZATION - Organization (Details)	Jun. 30, 2023
Class of Stock [Line Items]
Percentage of ownership interest in limited liability company	3.00%
Minimum percentage of taxable income, distributable	90.00%
PINE GP \| Operating Partnership
Class of Stock [Line Items]
Ownership interest in Operating partnership	89.20%
CTO \| Operating Partnership
Class of Stock [Line Items]
Ownership interest of manager in operating partnership	7.80%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - General Information (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allowance for doubtful accounts	$ 0.4	$ 0.4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash, Earnings Per Common Share and Income Taxes (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Restricted cash	$ 20,100	$ 4,026	$ 15,131

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Credit Risk - Revenues (Details)	6 Months Ended
	Jun. 30, 2023
Revenue Benchmark \| Customer Concentration Risk \| Walgreens
Concentration Risk [Line Items]
Concentration risk (as a percent)	12.00%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Credit Risk - Square Footage (Details) - Real Estate Portfolio, Square Footage [Member] - Geographic Concentration Risk [Member]	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Texas
Concentration Risk [Line Items]
Company's real estate portfolio (as a percent)	13.00%	19.00%
New Jersey
Concentration Risk [Line Items]
Company's real estate portfolio (as a percent)	11.00%
Michigan
Concentration Risk [Line Items]
Company's real estate portfolio (as a percent)	11.00%

PROPERTY PORTFOLIO - Portfolio Information (Details) ft² in Millions	Jun. 30, 2023 ft² property
PROPERTY PORTFOLIO
Number of real estate properties \| property	143
Area of real estate property \| ft²	3.9

PROPERTY PORTFOLIO - Leasing Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Lease Income
Lease Payments	$ 9,975	$ 10,160	$ 20,138	$ 19,891
Variable Lease Payments	1,464	1,120	2,467	2,188
Total Lease Income	$ 11,439	$ 11,280	$ 22,605	$ 22,079

PROPERTY PORTFOLIO - Minimum Future Base Rental Revenue on Non-cancelable Leases (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Minimum future base rental revenue on non-cancelable leases
Remainder of 2023	$ 19,720
2024	38,648
2025	36,917
2026	35,994
2027	32,617
2028	28,734
2029 and Thereafter (Cumulative)	101,338
Total	$ 293,968

PROPERTY PORTFOLIO - Properties Acquired and Disposed (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($) tenant property	Jun. 30, 2022 USD ($) property tenant	Jun. 30, 2023 USD ($) state tenant property	Jun. 30, 2022 USD ($) property state tenant	Dec. 31, 2022 USD ($)
PROPERTY PORTFOLIO
Number of real estate properties \| property	143		143
Acquired intangible liabilities for the below market lease	$ 5,062		$ 5,062		$ 5,050
Gain on Disposition of Assets	$ 743	$ 15,637	$ 5,196	$ 15,637
Disposal Group, Disposed of by Sale, Not Discontinued Operations
PROPERTY PORTFOLIO
Number of real estate properties disposed \| property	14	5	14	5
Sales price			$ 79,100	$ 72,800
Gain on Disposition of Assets			$ 5,200	$ 15,600
Disposal Group, Held-for-sale, Not Discontinued Operations
PROPERTY PORTFOLIO
Number of properties held for sale \| property	5	1	5	1
Single-tenant Net Lease Income Properties Acquired in 2023
PROPERTY PORTFOLIO
Number of real estate properties \| property	9		9
Purchase price			$ 60,500
Acquired properties, cost	$ 61,600		$ 61,600
Number of states for leased asset \| state			4
Number of tenant for leased property \| tenant	14		14
Initial cost of land	$ 16,400		$ 16,400
Initial cost of building and improvements	40,200		40,200
Acquired in-place lease value, leasing fees, and above market lease value	5,500		5,500
Acquired intangible liabilities for the below market lease	$ 500		$ 500
Weighted average amortization period of intangible liabilities			8 years 9 months 18 days
Single-tenant Net Lease Income Properties Acquired in 2023 \| Weighted Average
PROPERTY PORTFOLIO
Remaining lease term at acquisition			7 years 6 months
Single-tenant Net Lease Income Properties Acquired in 2022
PROPERTY PORTFOLIO
Number of real estate properties \| property		35		35
Purchase price				$ 109,100
Acquired properties, cost		$ 110,000		$ 110,000
Number of states for leased asset \| state				17
Number of tenant for leased property \| tenant		12		12
Initial cost of land		$ 31,100		$ 31,100
Initial cost of building and improvements		67,000		67,000
Acquired in-place lease value, leasing fees, and above market lease value		13,100		13,100
Acquired intangible liabilities for the below market lease		$ 1,200		$ 1,200
Weighted average amortization period of intangible liabilities				9 years 8 months 12 days
Single-tenant Net Lease Income Properties Acquired in 2022 \| Weighted Average
PROPERTY PORTFOLIO
Remaining lease term at acquisition				9 years 4 months 24 days

FAIR VALUE OF FINANCIAL INSTRUMENTS - Carrying Value and Estimated Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Carrying Value \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Carrying value and estimated fair value of financial instruments
Cash and Cash Equivalents	$ 7,755	$ 9,018
Restricted Cash	20,100	4,026
Carrying Value \| Significant Other Observable Inputs (Level 2)
Carrying value and estimated fair value of financial instruments
Long-Term Debt	249,020	267,116
Estimated Fair Value \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Carrying value and estimated fair value of financial instruments
Cash and Cash Equivalents	7,755	9,018
Restricted Cash	20,100	4,026
Estimated Fair Value \| Significant Other Observable Inputs (Level 2)
Carrying value and estimated fair value of financial instruments
Long-Term Debt	$ 230,904	$ 250,568

FAIR VALUE OF FINANCIAL INSTRUMENTS - Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Assets, Fair Value Disclosure [Abstract]
Interest Rate Swap	$ 16,214	$ 14,632
Face amount of debt	250,000
2026 Term Loan Interest Rate Swap
Assets, Fair Value Disclosure [Abstract]
Interest Rate Swap	$ 6,374
2026 Term Loan Interest Rate Swap \| SOFR
Assets, Fair Value Disclosure [Abstract]
Interest rate	2.05%
Applicable spread	0.10%
Face amount of debt	$ 100,000
2027 Term Loan Interest Rate Swap \| SOFR
Assets, Fair Value Disclosure [Abstract]
Interest rate	1.18%
Applicable spread	0.10%
Face amount of debt	$ 100,000
Credit Facility Interest Rate Swap
Assets, Fair Value Disclosure [Abstract]
Interest Rate Swap	$ 1,508
Credit Facility Interest Rate Swap \| SOFR
Assets, Fair Value Disclosure [Abstract]
Interest rate	3.21%
Applicable spread	0.10%
Face amount of debt	$ 50,000
Recurring basis \| 2026 Term Loan Interest Rate Swap
Assets, Fair Value Disclosure [Abstract]
Interest Rate Swap	6,374	6,125
Recurring basis \| 2026 Term Loan Interest Rate Swap \| Significant Other Observable Inputs (Level 2)
Assets, Fair Value Disclosure [Abstract]
Interest Rate Swap	6,374	6,125
Recurring basis \| 2027 Term Loan Interest Rate Swap
Assets, Fair Value Disclosure [Abstract]
Interest Rate Swap	8,332	8,476
Recurring basis \| 2027 Term Loan Interest Rate Swap \| Significant Other Observable Inputs (Level 2)
Assets, Fair Value Disclosure [Abstract]
Interest Rate Swap	8,332	$ 8,476
Recurring basis \| Credit Facility Interest Rate Swap
Assets, Fair Value Disclosure [Abstract]
Interest Rate Swap	1,508
Recurring basis \| Credit Facility Interest Rate Swap \| Significant Other Observable Inputs (Level 2)
Assets, Fair Value Disclosure [Abstract]
Interest Rate Swap	$ 1,508

INTANGIBLE ASSETS AND LIABILITIES - Components (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Intangible Assets And Liabilities [Line Items]
Sub-total Intangible Lease Assets	$ 70,428	$ 74,450
Accumulated Amortization	(17,026)	(14,018)
Sub-total Intangible Lease Assets-Net	53,402	60,432
Intangible Lease Liabilities
Value of Below Market In-Place Leases	(6,527)	(6,130)
Sub-total Intangible Lease Liabilities	(6,527)	(6,130)
Accumulated Amortization	1,465	1,080
Sub-total Intangible Lease Liabilities -Net	(5,062)	(5,050)
Total Intangible Assets and Liabilities-Net	48,340	55,382
Value of In-Place Leases
Intangible Assets And Liabilities [Line Items]
Sub-total Intangible Lease Assets	48,037	49,974
Value of Above Market In-Place Leases
Intangible Assets And Liabilities [Line Items]
Sub-total Intangible Lease Assets	3,116	3,897
Value of Intangible Leasing Costs
Intangible Assets And Liabilities [Line Items]
Sub-total Intangible Lease Assets	$ 19,275	$ 20,579

INTANGIBLE ASSETS AND LIABILITIES - Amortization (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
INTANGIBLE ASSETS AND LIABILITIES
Amortization Expense	$ 2,213	$ 2,165	$ 4,503	$ 4,291
Accretion to Properties Revenue	(102)	(69)	(189)	(170)
Net Amortization of Intangible Assets and Liabilities	$ 2,111	$ 2,096	$ 4,314	$ 4,121

INTANGIBLE ASSETS AND LIABILITIES - Summary of Estimated Amortization and Accretion (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Future Amortization Amount
Sub-total Intangible Lease Assets-Net	$ 53,402	$ 60,432
Future Accretion to Property Revenue
Sub-total Intangible Lease Liabilities -Net	(5,062)	$ (5,050)
Net Future Amortization of Intangible Assets and Liabilities
Remainder of 2023	4,207
2024	8,044
2025	7,410
2026	6,951
2027	5,421
2028	4,412
2029 and Thereafter	11,895
Total	$ 48,340
Amount allocated of total acquisition cost
Weighted average amortization period	8 years 10 months 24 days
Future Amortization
Future Amortization Amount
Remainder of 2023	$ 4,423
2024	8,470
2025	7,808
2026	7,367
2027	5,837
2028	4,745
2029 and thereafter	12,438
Sub-total Intangible Lease Assets-Net	51,088
Future Accretion to Income Property Revenue
Future Accretion to Property Revenue
Remainder of 2023	(216)
2024	(426)
2025	(398)
2026	(416)
2027	(416)
2028	(333)
2029 and Thereafter	(543)
Sub-total Intangible Lease Liabilities -Net	$ (2,748)

OTHER ASSETS (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Other Assets
Tenant Receivables - Net of Allowance for Doubtful Accounts	$ 1,086	$ 1,172
Prepaid Insurance	394	740
Deposits on Acquisitions	70	30
Prepaid Expenses, Deposits, and Other	2,207	1,494
Deferred Financing Costs-Net	1,350	1,518
Interest Rate Swaps	16,214	14,632
Operating Leases - Right-of-Use Asset	1,547	1,647
Total Other Assets	22,868	21,233
Allowance for doubtful accounts	$ 400	$ 400

OPERATING LAND LEASES - Narratives (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Operating Leases - Right-of-Use Asset	$ 1,547		$ 1,547		$ 1,647
Operating Lease, Right-of-Use Asset, Statement of Financial Position	Other Assets		Other Assets
Operating Leases - Liability	$ 1,562		$ 1,562		$ 1,657
Operating Lease, Liability, Statement of Financial Position	Accounts Payable, Accrued Expenses, and Other Liabilities		Accounts Payable, Accrued Expenses, and Other Liabilities
Maximum
Lessee, Lease, Description [Line Items]
Amortization expenses	$ 100	$ 100	$ 100	$ 100

OPERATING LAND LEASES - Summary of operating land leases (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
OPERATING LAND LEASES
Operating Cash Outflows	$ 64	$ 64	$ 128	$ 69
Weighted Average Remaining Lease Term	7 years 8 months 12 days	8 years 2 months 12 days	7 years 8 months 12 days	8 years 2 months 12 days
Weighted Average Discount Rate	2.00%	2.00%	2.00%	2.00%

OPERATING LAND LEASES - Minimum future lease payments (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Lease Payments
Remainder of 2023	$ 128
2024	251
2025	192
2026	202
2027	202
2028	202
2029 and Thereafter	490
Total Lease Payments	$ 1,667

OPERATING LAND LEASES - Gross Difference (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Operating Lease Liabilities, Gross Difference, Amount [Abstract]
Total Lease Payments	$ 1,667
Imputed Interest	(105)
Operating Leases - Liability	$ 1,562	$ 1,657

ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES
Accounts Payable	$ 37	$ 17
Accrued Expenses	2,535	1,609
Tenant Security Deposits	141	165
Due to CTO	2,272	932
Interest Rate Swap		31
Operating Leases - Liability	1,562	1,657
Total Accounts Payable, Accrued Expenses, and Other Liabilities	$ 6,547	$ 4,411
Other Liability, Related Party, Type	Related Party [Member]	Related Party [Member]

LONG-TERM DEBT - Outstanding Indebtedness (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Sep. 30, 2021	May 21, 2021
Long-term debt
Total Debt	$ 250,000
Interest Rate	3.36%
Weighted-Average Rate	3.36%
Credit Facility
Long-term debt
Total Debt	$ 50,000
Stated Interest Rate	3.21%
Interest Rate	0.10%
Outstanding on credit facility	$ 50,000
Credit Facility \| SOFR
Long-term debt
Interest Rate	0.10%
Credit Facility \| SOFR \| Minimum
Long-term debt
Interest Rate	1.25%
Credit Facility \| SOFR \| Maximum
Long-term debt
Interest Rate	2.20%
2026 Term Loan
Long-term debt
Total Debt	$ 100,000		$ 60,000
2026 Term Loan \| SOFR
Long-term debt
Total Debt	$ 100,000
Interest Rate	0.10%
Weighted-Average Rate	2.05%
2026 Term Loan \| SOFR \| Minimum
Long-term debt
Interest Rate	1.35%
2026 Term Loan \| SOFR \| Maximum
Long-term debt
Interest Rate	1.95%
2027 Term Loan
Long-term debt
Total Debt	$ 100,000	$ 80,000
2027 Term Loan \| SOFR
Long-term debt
Total Debt	$ 100,000
Interest Rate	0.10%
Weighted-Average Rate	1.18%
2027 Term Loan \| SOFR \| Minimum
Long-term debt
Interest Rate	1.25%
2027 Term Loan \| SOFR \| Maximum
Long-term debt
Interest Rate	1.90%

LONG-TERM DEBT - Credit Facility (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Long-term debt
Interest at a fixed rate	3.36%
Long-term debt	$ 249,020	$ 267,116
Credit Facility
Long-term debt
Interest at a fixed rate	0.10%
Percentage of borrowing capacity	50.00%
Current commitment under credit facility, amount	$ 250,000
Amount outstanding	50,000
Long-term debt	$ 50,000
Credit Facility \| Maximum
Long-term debt
Percentage of interest rate deductions	0.025%
Credit Facility \| SOFR
Long-term debt
Interest at a fixed rate	0.10%
Credit Facility \| SOFR \| Minimum
Long-term debt
Interest at a fixed rate	1.25%
Marginal rate of fee on unused credit limit	0.15%
Credit Facility \| SOFR \| Maximum
Long-term debt
Interest at a fixed rate	2.20%
Marginal rate of fee on unused credit limit	0.25%
Credit Facility Maturing January 31, 2027
Long-term debt
Maximum borrowing capacity	$ 250,000
Extension term	1 year
Term Loan
Long-term debt
Maximum borrowing capacity including accordion feature	$ 750,000

LONG-TERM DEBT - Term Loan (Details) - USD ($) $ in Thousands	May 21, 2021	Jun. 30, 2023	Apr. 14, 2022	Sep. 30, 2021
Long-term debt
Face amount of debt		$ 250,000
Term Loan
Long-term debt
Maximum borrowing capacity including accordion feature		750,000
Credit Facility Maturing January 31, 2027
Long-term debt
Maximum borrowing capacity		250,000
2026 Term Loan
Long-term debt
Face amount of debt	$ 60,000	100,000
Debt instrument term (in years)	5 years
Additional borrowing capacity			$ 40,000
Aggregate amount of incremental Term loan			100,000
2027 Term Loan
Long-term debt
Face amount of debt		$ 100,000		$ 80,000
Additional borrowing capacity			20,000
Aggregate amount of incremental Term loan			$ 100,000

LONG-TERM DEBT - Components (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Long-term debt
Long-Term Debt, Gross	$ 250,000
Financing Costs, net of Accumulated Amortization	(980)	$ (1,134)
Total Long-Term Debt	249,020	267,116
Credit Facility
Long-term debt
Long-Term Debt, Gross	50,000	68,250
Total Long-Term Debt	50,000
2026 Term Loan
Long-term debt
Long-Term Debt, Gross	100,000	100,000
2027 Term Loan
Long-term debt
Long-Term Debt, Gross	$ 100,000	$ 100,000

LONG-TERM DEBT - Payments Applicable to Reduction of Principal (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Payments applicable to reduction of principal amounts
Remainder of 2023	$ 0
2024	0
2025	0
2026	100,000
2027	150,000
2028	0
2029 and Thereafter	0
Total Long-Term Debt - Face Value	$ 250,000

LONG-TERM DEBT - Carrying Value (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
LONG-TERM DEBT
Current Face Amount	$ 250,000
Financing Costs, net of Accumulated Amortization	(980)	$ (1,134)
Total Long-Term Debt	249,020	267,116
Deferred financing costs-net	$ 1,350	$ 1,518

LONG-TERM DEBT - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
LONG-TERM DEBT
Interest Expense	$ 2,261	$ 1,991	$ 4,700	$ 3,546
Amortization of Deferred Financing Costs to Interest Expense	177	132	351	257
Total Interest Expense	2,438	2,123	5,051	3,803
Total Interest Paid	$ 2,137	$ 1,840	$ 4,681	$ 3,352

INTEREST RATE SWAPS (Details) - USD ($) $ in Thousands	3 Months Ended
INTEREST RATE SWAPS (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
INTEREST RATE SWAPS
Effective percentage of interest rate swaps percentage	100.00%
Face amount of debt	$ 250,000
Fair Value	$ 16,214	$ 14,632
Derivative Asset, Statement of Financial Position	Other Assets	Other Assets
Derivative Liability, Statement of Financial Position	Accounts Payable, Accrued Expenses, and Other Liabilities	Accounts Payable, Accrued Expenses, and Other Liabilities
2026 Term Loan Interest Rate Swap
INTEREST RATE SWAPS
Interest rate swaps amount	$ 100,000
Fair Value	$ 6,374
2026 Term Loan Interest Rate Swap \| SOFR
INTEREST RATE SWAPS
Interest rate	2.05%
Applicable spread	0.10%
Interest rate swaps amount	$ 100,000
Face amount of debt	100,000
2026 Term Loan balance effective May 21, 2021 \| SOFR
INTEREST RATE SWAPS
Interest rate swaps amount	60,000
2026 Term Loan Balance effective September 30, 2022 \| SOFR
INTEREST RATE SWAPS
Interest rate swaps amount	$ 40,000
2027 Term Loan Interest Rate Swap \| SOFR
INTEREST RATE SWAPS
Interest rate	1.18%
Applicable spread	0.10%
Interest rate swaps amount	$ 100,000
Face amount of debt	100,000
2027 Term Loan Maturing November 26, 2024
INTEREST RATE SWAPS
Interest rate swaps amount	100,000
Fair Value	$ 5,282
2027 Term Loan Maturing November 26, 2024 \| SOFR
INTEREST RATE SWAPS
Interest rate	1.18%
Applicable spread	0.10%
2027 Term Loan Maturing January 31, 2027
INTEREST RATE SWAPS
Interest rate swaps amount	$ 80,000
Face amount of debt	100,000
Fair Value	$ 3,050
2027 Term Loan Maturing January 31, 2027 \| SOFR
INTEREST RATE SWAPS
Interest rate	1.60%
Applicable spread	0.10%
2027 Term Loan balance effective September 30, 2021 \| SOFR
INTEREST RATE SWAPS
Interest rate swaps amount	$ 80,000
2027 Term Loan balance effective September 30, 2022 \| SOFR
INTEREST RATE SWAPS
Interest rate swaps amount	20,000
Credit Facility Interest Rate Swap
INTEREST RATE SWAPS
Interest rate swaps amount	50,000
Fair Value	$ 1,508
Credit Facility Interest Rate Swap \| SOFR
INTEREST RATE SWAPS
Interest rate	3.21%
Applicable spread	0.10%
Interest rate swaps amount	$ 50,000
Face amount of debt	$ 50,000

EQUITY - Shelf Registration & ATM Program (Details) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended		6 Months Ended		12 Months Ended
	Oct. 21, 2022	Dec. 14, 2020	Dec. 01, 2020	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Equity
Proceeds from Issuance of Stock				$ (45)	$ 1,593	$ 12,343	$ 7,647
Net proceeds						$ 12,343	$ 7,647
ATM Program
Equity
Proceeds from Issuance of Stock		$ 100,000
Share issued					87,112		401,783	446,167	761,902
Average price per share					$ 19.09		$ 19.53	$ 19.44	$ 18.36
Gross proceeds form the issuance of common stock					$ 1,700		$ 7,800	$ 8,700	$ 14,000
Net proceeds					1,600		7,700	8,600	13,800
Payment of Initial Public Offering Transaction Costs					$ 20		$ 100	$ 100	$ 200
Market Equity Offering Program 2022
Equity
Proceeds from Issuance of Stock	$ 150,000
Share issued						665,929		1,479,241
Average price per share						$ 18.96		$ 18.81
Gross proceeds form the issuance of common stock						$ 12,600		$ 27,800
Net proceeds						12,400		27,400
Payment of Initial Public Offering Transaction Costs						$ 200		$ 400
Maximum
Equity
Proceeds from Issuance of Stock			$ 350,000

EQUITY - Follow-on Public offering (Details) - USD ($) $ in Thousands	1 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2023	Jun. 30, 2022
Equity
Net proceeds		$ 12,343	$ 7,647
Follow on Public Offering
Equity
Share issued	3,220,000
Net proceeds	$ 54,300
Over-Allotment Option
Equity
Share issued	420,000

EQUITY - Noncontrolling Interest (Details) - shares	6 Months Ended	12 Months Ended
EQUITY - Noncontrolling Interest (Details) - shares	Jun. 30, 2023	Dec. 31, 2021
Class of Stock [Line Items]
Additional noncontrolling interest ownership percentage	3.00%
Partners' capital account, units issued		479,640
CTO
Class of Stock [Line Items]
Partners' capital account, units issued	1,223,854
CTO \| Operating Partnership
Class of Stock [Line Items]
Ownership interest of manager in operating partnership	7.80%
Partners' capital account, units issued	1,223,854

EQUITY - Dividends (Details) - $ / shares	3 Months Ended		6 Months Ended
EQUITY - Dividends (Details) - $ / shares	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Dividends
Minimum taxable income excluding capital gain to be distributed to be taxed as a REIT	90.00%		90.00%
Minimum taxable income including capital gain to be distributed to be taxed as a REIT	100.00%		100.00%
Dividends on common stock and OP Units declared	$ 0.275	$ 0.270	$ 0.550	$ 0.540

COMMON STOCK AND EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2021
Income Available to Common Shareholders:
Net Income Attributable to Alpine Income Property Trust, Inc.	$ 80	$ 14,282	$ 3,419	$ 15,088
Net Income Attributable to Alpine Income Property Trust, Inc. - Basic	80	14,282	3,419	15,088
Net Income Attributable to Alpine Income Property Trust, Inc. - Diluted	$ 80	$ 14,282	$ 3,419	$ 15,088
Weighted Average Number of Common Shares Outstanding (in shares)	14,059,173	11,844,108	14,030,025	11,753,904
Common Shares Applicable to Stock
Weighted Average Number of Common Shares Applicable to OP Units using Treasury Stock Method (in shares)	1,703,494	1,703,494	1,703,494	1,703,494
Total Shares Applicable to Diluted Earnings Per Share (in shares)	15,762,667	13,547,602	15,733,519	13,457,398
Per Common Share Data:
Basic (in dollars per share)	$ 0.01	$ 1.21	$ 0.24	$ 1.28
Diluted (in dollars per share)	$ 0.01	$ 1.05	$ 0.22	$ 1.12
Partners' capital account, units issued					479,640
CTO
Per Common Share Data:
Partners' capital account, units issued			1,223,854

SHARE REPURCHASES (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2020	Jul. 31, 2023	May 31, 2023	Mar. 31, 2020
Equity, Class of Treasury Stock [Line Items]
Stock Repurchase	$ 365	$ 365
Repurchases of common stock			$ 0
2020 $5.0 Million Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Stock repurchase program authorized amount							$ 5,000
Shares repurchased (in shares)				456,237
Stock Repurchase				$ 5,000
Average price per share of stock repurchased				$ 11.02
Repurchases of common stock				$ 5,000
2023 $5.0 Million Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Stock repurchase program authorized amount						$ 5,000
Shares repurchased (in shares)		23,889
Stock Repurchase		$ 400
Average price per share of stock repurchased		$ 15.22
2023 $15.0 Million Repurchase Program \| Subsequent Event
Equity, Class of Treasury Stock [Line Items]
Stock repurchase program authorized amount					$ 15,000

STOCK-BASED COMPENSATION - IPO (Details) - Restricted Shares - USD ($) $ in Thousands		6 Months Ended
	Nov. 26, 2019	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	8,000
Non employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	2,000
Aggregate grant date fair value	$ 150
Vesting period		3 years

STOCK-BASED COMPENSATION - General Information (Details) $ in Thousands					3 Months Ended		6 Months Ended
	Jul. 03, 2023 shares	Apr. 01, 2023 shares	Jul. 01, 2022 shares	Apr. 01, 2022 shares	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) D shares	Jun. 30, 2022 USD ($) shares
STOCK-BASED COMPENSATION
Stock compensation expense					$ 79	$ 78	$ 159	$ 157
Non employee \| Restricted Shares
STOCK-BASED COMPENSATION
Period for average closing price \| D							20
Shares issued (in shares) \| shares	4,940	4,776	3,689	3,514			9,716	7,203
Stock compensation expense							$ 200	$ 100

STOCK-BASED COMPENSATION - Stock Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense	$ 79	$ 78	$ 159	$ 157
Director Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		12		25
Director Retainers Paid in Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense	$ 79	$ 66	$ 159	$ 132

RELATED PARTY MANAGEMENT COMPANY - General Information (Details)						3 Months Ended		6 Months Ended		12 Months Ended		43 Months Ended
	Jan. 05, 2022 USD ($) property	Apr. 20, 2021 USD ($) property	Apr. 06, 2021 USD ($) property	Nov. 27, 2019 USD ($) shares	Nov. 26, 2019 USD ($)	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Jun. 30, 2023 $ / shares shares
Related Party Transaction [Line Items]
Stock Issuance, Net of Equity Issuance Costs						$ (45,000)	$ 1,593,000	$ 12,343,000	$ 7,647,000
Incentive fee										$ 0
Partners' Capital Account, Units Issued \| shares											479,640
CTO Realty Growth, Inc. and Certain of its Subsidiaries
Related Party Transaction [Line Items]
Number of properties sold \| property	1	6	1
Sales price of property	$ 6,900,000	$ 44,500,000	$ 11,500,000
IPO
Related Party Transaction [Line Items]
Stock Issuance, Net of Equity Issuance Costs								$ 8,000,000.0
Share issued \| shares								421,053
CTO
Related Party Transaction [Line Items]
Stock Issuance, Net of Equity Issuance Costs				$ 5,000,000.0				$ 2,100,000		$ 2,700,000	$ 100,000
Share issued \| shares				293,024				129,271		155,665	8,088	293,024
Average price per share \| $ / shares						$ 16.21		$ 16.21		$ 17.57		$ 16.21
Partners' Capital Account, Units Issued \| shares								1,223,854
CTO \| Management Agreement
Related Party Transaction [Line Items]
Quarterly base management fee (as a percent)					0.375%
Annual base management fee (as a percent)					1.50%
Cumulative annual hurdle rate (as a percent)					8.00%
Incentive fee					$ 0.00
Multiplying factor of outperformance amount with weighted average shares (as a percent)					15.00%
Management agreement renewal term					1 year
Voting rights (as a percent)					66.67%
Notice period					30 days
Payment of management fees						$ 1,100,000	900,000	$ 2,200,000	1,900,000
Payment of dividend						$ 600,000	$ 600,000	$ 1,200,000	$ 1,100,000
CTO \| Subsidiaries [Member]
Related Party Transaction [Line Items]
Share issued \| shares								1,108,814
Average price per share \| $ / shares											$ 17.65
Percentage of outstanding common stock								14.80%
Cash investment								$ 37,900,000
CTO \| Private Placement
Related Party Transaction [Line Items]
Stock Issuance, Net of Equity Issuance Costs								$ 7,500,000
Share issued \| shares								394,737

RELATED PARTY MANAGEMENT COMPANY - Due to (from) CTO (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Other liabilities	$ 2,272	$ 932
CTO \| CTO Realty Growth, Inc.
Related Party Transaction [Line Items]
Other liabilities	2,272	932
CTO \| Management Fee \| CTO Realty Growth, Inc.
Related Party Transaction [Line Items]
Other liabilities	2,200	993
CTO \| Other \| CTO Realty Growth, Inc.
Related Party Transaction [Line Items]
Other liabilities	$ 72
Other receivables		$ (61)

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