Alpine Income Property Trust signs 13-property deal
The portfolio is fully leased to nine tenants, with a 10.2-year weighted average remaining lease term and no leases expiring before late 2031.
Sentiment and the balance of points
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Rhea-AI Filing Summary
On October 5, 2026, Alpine Income Property Trust, Inc. (PINE) entered into an agreement to acquire a 13-property industrial portfolio across 11 states for $117.3 million, subject to closing prorations. On October 9, 2026, its $1.0 million earnest money deposit became non-refundable, and the company deemed closing probable; required closing conditions remain unsatisfied, so completion is not assured. The acquisition is expected to close in the fourth quarter of 2026.
The properties total approximately 1.9 million square feet and are 100% leased to nine tenants under absolute triple-net leases, with a 10.2-year weighted average remaining lease term; no lease expires before late 2031. Pro forma statements assume a $117.9 million draw under the revolving credit facility. Treating the acquisition as if it occurred January 1, 2025, pro forma net income attributable to common stockholders is $3.103 million for the six months ended June 30, 2026, while pro forma net loss attributable to common stockholders is $5.739 million for 2025. These estimates are not necessarily indicative of actual or future results.
Filing Explained
The pro forma assumes the acquisition is funded entirely with a
8-K Event Classification
Key Figures
Key Terms
absolute triple-net leases financial
weighted average remaining lease term financial
straight-line basis financial
reverse like-kind exchange financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is PINE paying for the industrial portfolio?
When does PINE expect to close the acquisition, and how does it expect to fund it?
Who leases the properties in PINE's proposed portfolio?
What historical revenue and net income did the portfolio report?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
Commission File Number | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
Registrant’s Telephone Number, including area code
(
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of the Act
Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 1.01. Entry into a Material Definitive Agreement
On October 5, 2026, a wholly owned subsidiary of Alpine Income Property OP, LP, a Delaware limited partnership and the operating partnership subsidiary of Alpine Income Property Trust, Inc., a Maryland corporation (the “Company”), entered into a Purchase and Sale Agreement (the “PSA”) with a certain institutional owner (the “Seller”) for the purchase of a 13-property industrial portfolio located across 11 states (the “Portfolio”). The terms of the PSA provide that the total purchase price for the Portfolio will be $117.3 million, subject to adjustment for closing prorations. The Seller does not have any material relationship with the Company or its subsidiaries, other than through the PSA. On October 9, 2026, the Company’s $1.0 million earnest money deposit for the acquisition of the Portfolio became non-refundable, and the Company now deems the closing of the acquisition of the Portfolio to be probable.
Certain closing conditions must be met before or at the closing and are not currently satisfied. Accordingly, as of the date of this Current Report on Form 8-K and until the closing of the purchase of the Portfolio, there can be no assurance that the Company will acquire the Portfolio.
A copy of the PSA is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the PSA is qualified in its entirety by reference thereto.
This Current Report on Form 8-K includes historical financial statements of the Portfolio and pro forma consolidated financial information related to the acquisition of the Portfolio.
The pro forma financial information included in this Current Report on Form 8-K does not purport to represent the actual results of operations that the Company and the Portfolio would have achieved had the Company held the assets of the Portfolio during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the Company may achieve after the acquisition of the Portfolio.
Item 7.01. Regulation FD Disclosure.
On October 9, 2026, the Company issued a press release announcing the execution of the PSA to acquire the Portfolio. A copy of the press release is attached hereto as Exhibit 99.3. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.3, is being furnished and shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, unless it is specifically incorporated by reference therein.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements of the Portfolio are being filed with this Current Report on Form 8-K as Exhibit 99.1 and are incorporated by reference herein.
(b) Pro Forma Financial Information
The pro forma financial information related to the acquisition of the Portfolio is being filed with this Current Report on Form 8-K as Exhibit 99.2 and is incorporated by reference herein.
(d) Exhibits
2.1*Purchase and Sale Agreement, made as of October 5, 2026 23.1Consent of Grant Thornton LLP 99.1 Historical Financial Statements ● Report of Independent Certified Public Accountants ● Historical Summary of Revenues and Direct Expenses of the Portfolio for the Six Months Ended June 30, 2026 (Unaudited) and the Year Ended December 31, 2025 (Audited) ● Notes to Historical Summary of Revenues and Direct Expenses of the Portfolio 99.2 Pro Forma Financial Information ● Summary of Unaudited Pro Forma Consolidated Financial Statements ● Unaudited Pro Forma Consolidated Balance Sheet of Alpine Income Property Trust, Inc. as of June 30, 2026 ● Unaudited Pro Forma Consolidated Statements of Operations of Alpine Income Property Trust, Inc. for the Six Months Ended June 30, 2026 and the Year Ended December 31, 2025 ● Notes to Unaudited Pro Forma Consolidated Financial Statements 99.3 Press Release dated October 9, 2026 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
* Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(2). The omitted information is not material and is the type of information that the Company customarily and actually treats as private and confidential.
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 hereunto duly authorized.
Date: October 9, 2026
Alpine Income Property Trust, Inc.
By: /s/ Philip R. Mays
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
Exhibit 99.1
Report of Independent Certified Public Accountants
Board of Directors and Stockholders
Alpine Income Property Trust, Inc.
Opinion
We have audited the Historical Summary of Revenues and Direct Expenses (the “Historical Summary”) of an industrial portfolio of 13 properties located across 11 states (the “Portfolio), for the year ended December 31, 2025, and the related notes.
In our opinion, the accompanying Historical Summary presents fairly, in all material respects, the revenues and direct expenses of the Portfolio for the year ended December 31, 2025, in accordance with accounting principles generally accepted in the United States of America.
Basis for opinion
We conducted our audit of the Historical Summary in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Alpine Income Property Trust, Inc. and the Portfolio and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Emphasis of matter
We draw attention to Note 2 to the Historical Summary, which describes that the accompanying Historical Summary was prepared for the purposes of complying with certain rules and regulations of the Securities and Exchange Commission (for inclusion in the Current Report on Form 8-K of Alpine Income Property Trust, Inc.) and is not intended to be a complete presentation of the Portfolio’s revenues and expenses. Our opinion is not modified with respect to this matter.
Responsibilities of management for the financial statements
Management is responsible for the preparation and fair presentation of the Historical Summary in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the Historical Summary that is free from material misstatement, whether due to fraud or error.
In preparing the Historical Summary, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Portfolio’s ability to continue as a going concern for one year after the date the financial statements are issued.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the Historical Summary as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the Historical Summary.
In performing an audit in accordance with US GAAS, we:
| ● | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| ● | Identify and assess the risks of material misstatement of the Historical Summary, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the Historical Summary. |
| ● | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Portfolio’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/S/ GRANT THORNTON LLP
Charlotte, North Carolina
October 9, 2026
HISTORICAL SUMMARY OF REVENUES AND DIRECT EXPENSES
For the Six Months Ended June 30, 2026 (Unaudited) and the Year Ended December 31, 2025
(In thousands)
Six Months Ended June 30, 2026 (Unaudited) | |||
Revenues: |
|
|
|
Lease Income |
| $ | 4,626 |
Total Revenues |
|
| 4,626 |
Direct Expenses: |
|
| |
Real Estate Expenses |
|
| 88 |
Total Direct Expenses |
|
| 88 |
Net Income |
| $ | 4,538 |
Year Ended December 31, 2025 | |||
Revenues: |
|
|
|
Lease Income |
| $ | 8,877 |
Total Revenues |
|
| 8,877 |
Direct Expenses: |
|
| |
Real Estate Expenses |
|
| 156 |
Total Direct Expenses |
|
| 156 |
Net Income |
| $ | 8,721 |
The accompanying notes are an integral part of this historical summary of revenues and direct expenses.
Notes to Historical Summary of Revenues and Direct Expenses
For the Six Months Ended June 30, 2026 (Unaudited) and the Year Ended December 31, 2025
NOTE 1. BUSINESS AND ORGANIZATION
On October 5, 2026, Alpine Income Property Trust, Inc., a Maryland corporation (the “Company”), through a wholly owned subsidiary of the Company’s operating partnership, entered into a Purchase and Sale Agreement (the “PSA”) with a certain institutional owner for the purchase of a 13-property portfolio of industrial properties located across 11 states (the “Portfolio”) for an aggregate purchase price of $117.3 million. On October 9, 2026, the Company’s $1.0 million earnest money deposit for the acquisition of the Portfolio became non-refundable, and the Company now deems the closing of the acquisition of the Portfolio to be probable. However, certain closing conditions must be met before or at the closing and are not currently satisfied. Accordingly, as of the date of this Historical Summary (hereinafter defined), there can be no assurance that the Company will acquire the Portfolio.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying historical summary of revenues and direct expenses (the “Historical Summary”) includes the operations of the Portfolio and has been prepared for the purpose of complying with Rule 8-06 of Regulation S-X promulgated under the Securities Act of 1933, as amended. Accordingly, the Historical Summary is not representative of the actual operations for the periods presented as revenues, and certain operating expenses, which may not be directly attributable to the revenues and expenses expected to be incurred in the future operations of the Portfolio, have been excluded. Such items include depreciation, amortization, interest expense, interest income, and amortization of above- and below-market leases.
PROPERTY LEASE REVENUE
The rental arrangements associated with tenants of the Portfolio are classified as operating leases. Accordingly, base rental income is recognized on a straight-line basis over the terms of the respective leases.
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 requires management to make estimates and assumptions that, in certain circumstances, may affect the reported revenues. Actual results could materially differ from these estimates.
NOTE 3. REVENUE RECOGNITION
Leasing revenue consists of long-term rental revenue, which is recognized as earned, using the straight-line method over the life of each lease. Leasing revenues totaled $4.6 million and $8.9 million during the six months ended June 30, 2026 and the year ended December 31, 2025, respectively.
NOTE 4. MINIMUM FUTURE RENTAL RECEIPTS
Minimum future rental receipts under non-cancelable operating leases having remaining terms in excess of one year subsequent to June 30, 2026 are summarized as follows (in thousands). The amounts below exclude lease payments that are not fixed and determinable, such as future rent increases based on changes in the Consumer Price Index ("CPI") or other indices. Certain leases in the Portfolio provide for annual rent increases based on changes in CPI, and such increases are not included in the amounts below.
Year Ending December 31, |
|
|
|
Remaining 2026 |
| $ | 4,798 |
2027 |
|
| 9,668 |
2028 |
|
| 9,766 |
2029 |
|
| 9,866 |
2030 |
|
| 9,970 |
2031 |
|
| 10,076 |
2032 and thereafter (cumulative) |
|
| 54,295 |
Total |
| $ | 108,439 |
NOTE 5. CONCENTRATION OF CREDIT RISK
Certain concentrations that make up more than 10% of the Portfolio’s square footage and revenues are described below:
| ● | Square Footage Concentrations. As of June 30, 2026 and December 31, 2025, properties located in Pennsylvania, Arkansas, and Florida represented 18.5%, 13.3%, and 12.1%, respectively, of the Portfolio’s aggregate square footage. |
| ● | Revenue Concentrations. Certain tenants within the Portfolio accounted for more than 10% of the total revenues presented in the Historical Summary. Tenant A accounted for 35.0% and 36.5% of total revenues during the six months ended June 30, 2026 and the year ended December 31, 2025, respectively. Tenant B accounted for 19.8% and 11.2% of total revenues during the six months ended June 30, 2026 and the year ended December 31, 2025, respectively. Tenant C accounted for 10.3% and 10.8% of total revenues during the six months ended June 30, 2026 and the year ended December 31, 2025, respectively. Tenant D accounted for less than 10.0% and 10.4% of total revenues during the six months ended June 30, 2026 and the year ended December 31, 2025, respectively. |
NOTE 6. SUBSEQUENT EVENTS
Subsequent events and transactions were evaluated through October 9, 2026, the date on which the Historical Summary was issued. There were no reportable subsequent events or transactions.
Exhibit 99.2
ALPINE INCOME PROPERTY TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
On October 5, 2026, Alpine Income Property Trust, Inc., a Maryland corporation (the “Company”), through a wholly owned subsidiary of the Company’s operating partnership, entered into a Purchase and Sale Agreement (the “PSA”) with a certain institutional owner for the purchase of a 13-property portfolio of industrial properties located across 11 states (the “Portfolio”) for an aggregate purchase price of $117.3 million. On October 9, 2026, the Company’s $1.0 million earnest money deposit for the acquisition of the Portfolio became non-refundable, and the Company now deems the closing of the acquisition of the Portfolio to be probable. The Company expects to close the purchase of the Portfolio in the fourth quarter of 2026; however, certain closing conditions must be met before or at the closing and are not currently satisfied. Accordingly, there can be no assurance that the Company will acquire the Portfolio. The Company may fund the acquisition of the Portfolio using (a) available cash, (b) proceeds from the Company’s revolving credit facility and/or other borrowings, (c) proceeds from offerings of the Company’s securities, and/or (d) proceeds from future dispositions of income properties by the Company through structuring the acquisition as a reverse like-kind exchange. For purposes of these unaudited pro forma consolidated financial statements, the Company has assumed funding the acquisition of the Portfolio entirely with proceeds from the Company’s revolving credit facility.
The following unaudited pro forma consolidated balance sheet as of June 30, 2026, unaudited pro forma consolidated statement of operations for the six months ended June 30, 2026, and unaudited pro forma consolidated statement of operations for the year ended December 31, 2025 (collectively, the “Unaudited Pro Forma Financials”) give effect to the acquisition of the Portfolio. The adjustments in the Unaudited Pro Forma Financials are referred to herein as the “Portfolio Acquisition Transaction Accounting Adjustments.”
Transaction Accounting Adjustments
The Unaudited Pro Forma Financials present the effects of the Portfolio acquisition as though it occurred on January 1, 2025, the beginning of the earliest applicable reporting period.
Unaudited Pro Forma Financials
The Unaudited Pro Forma Financials are based on estimates and assumptions as of the date of this Current Report on Form 8-K set forth in the notes to the Unaudited Pro Forma Financials, which are preliminary and have been made solely for the purpose of developing such pro forma information. The Unaudited Pro Forma Financials are not necessarily indicative of the financial position or operating results that would have been achieved had the Portfolio acquisition occurred on the date indicated, nor are they necessarily indicative of the Company’s future financial position or operating results. Assumptions underlying the adjustments to the Unaudited Pro Forma Financials are described in the accompanying notes, which should be read in conjunction with the Unaudited Pro Forma Financials.
ALPINE INCOME PROPERTY TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2026
(In thousands, except share and per share data)
| Historical |
| Portfolio Acquisition Transaction Accounting Adjustments |
| Notes |
| Pro Forma | |||
ASSETS |
|
|
|
|
|
|
|
|
| |
Real Estate: |
|
|
|
|
|
|
|
|
|
|
Land, at Cost | $ | 166,572 |
| $ | 27,877 |
| [A] |
| $ | 194,449 |
Building and Improvements, at Cost |
| 349,449 |
|
| 78,583 |
| [A] |
|
| 428,032 |
Total Real Estate, at Cost |
| 516,021 |
|
| 106,460 |
|
|
|
| 622,481 |
Less, Accumulated Depreciation |
| (62,863) |
|
| — |
|
|
|
| (62,863) |
Real Estate—Net |
| 453,158 |
|
| 106,460 |
|
|
|
| 559,618 |
Assets Held For Sale |
| 375 |
|
| — |
|
|
|
| 375 |
Commercial Loans and Investments |
| 238,575 |
|
| — |
|
|
|
| 238,575 |
Cash and Cash Equivalents |
| 2,778 |
|
| — |
|
|
|
| 2,778 |
Restricted Cash |
| 23,296 |
|
| — |
|
|
|
| 23,296 |
Intangible Lease Assets—Net |
| 46,151 |
|
| 15,765 |
| [A] |
|
| 61,916 |
Straight-Line Rent Adjustment |
| 2,406 |
|
| — |
|
|
|
| 2,406 |
Other Assets |
| 14,774 |
|
| — | 14,774 | ||||
Total Assets | $ | 781,513 |
| $ | 122,225 |
|
|
| $ | 903,738 |
See accompanying notes to unaudited pro forma consolidated financial statements.
ALPINE INCOME PROPERTY TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET (continued)
AS OF JUNE 30, 2026
(In thousands, except share and per share data)
| Historical |
| Portfolio Acquisition Transaction Accounting Adjustments |
| Notes |
| Pro Forma | |||
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts Payable, Accrued Expenses, and Other Liabilities | $ | 14,093 |
| $ | — | | $ | 14,093 | ||
Prepaid Rent and Deferred Revenue |
| 17,661 |
|
| — |
|
|
|
| 17,661 |
Intangible Lease Liabilities—Net |
| 4,602 |
|
| 4,339 |
| [A] |
|
| 8,941 |
Obligation Under Participation Agreement |
| 19,062 |
|
| — |
|
|
|
| 19,062 |
Long-Term Debt |
| 367,552 |
|
| 117,886 |
| [B] |
|
| 485,438 |
Total Liabilities |
| 422,970 |
|
| 122,225 |
|
|
|
| 545,195 |
Commitments and Contingencies |
|
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
|
|
|
|
Preferred Stock, 100 million shares authorized, $0.01 par value, 8.00% Series A Cumulative Redeemable Preferred Stock, $25.00 Per Share Liquidation Preference, 2,425,868 shares issued and outstanding as of June 30, 2026 |
| 24 |
|
| — |
|
|
|
| 24 |
Common Stock, $0.01 par value per share, 500 million shares authorized, 17,595,168 shares issued and outstanding as of June 30, 2026 |
| 176 |
|
| — |
|
|
|
| 176 |
Additional Paid-in Capital |
| 375,337 |
|
| — |
|
|
|
| 375,337 |
Dividends in Excess of Net Income |
| (41,394) |
|
| — |
|
|
|
| (41,394) |
Accumulated Other Comprehensive Income |
| 3,148 |
|
| — |
|
|
|
| 3,148 |
Stockholders' Equity |
| 337,291 |
|
| — |
|
|
|
| 337,291 |
Noncontrolling Interest |
| 21,252 |
|
| — |
|
|
|
| 21,252 |
Total Equity |
| 358,543 |
|
| — |
|
|
|
| 358,543 |
Total Liabilities and Equity | $ | 781,513 |
| $ | 122,225 |
|
|
| $ | 903,738 |
See accompanying notes to unaudited pro forma consolidated financial statements.
ALPINE INCOME PROPERTY TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2026
(In thousands, except share and per share data)
Historical | Portfolio Acquisition Transaction Accounting Adjustments | Notes | Pro Forma | |||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
Lease Income | $ | 25,239 |
| $ | 5,267 |
| [A] [B] |
| $ | 30,506 |
Interest Income From Commercial Loans and Investments |
| 13,089 |
|
| — |
|
|
|
| 13,089 |
Other Revenue |
| 80 |
|
| — |
|
|
|
| 80 |
Total Revenues |
| 38,408 |
|
| 5,267 |
|
|
|
| 43,675 |
Operating Expenses: | ||||||||||
Real Estate Expenses |
| 4,387 |
|
| 88 |
| [A] |
|
| 4,475 |
General and Administrative Expenses |
| 3,887 |
|
| — |
|
|
|
| 3,887 |
Provision for Impairment |
| 885 |
|
| — |
|
|
|
| 885 |
Depreciation and Amortization |
| 14,020 |
| 3,245 | [B] |
| 17,265 | |||
Total Operating Expenses |
| 23,179 |
|
| 3,333 |
|
|
|
| 26,512 |
Gain on Disposition of Assets |
| 97 |
| — |
| 97 | ||||
Net Income from Operations |
| 15,326 |
|
| 1,934 |
|
|
|
| 17,260 |
Investment and Other Income | 455 | — | 455 | |||||||
Interest Expense |
| (8,932) |
|
| (2,965) |
| [C] |
|
| (11,897) |
Net Income (Loss) |
| 6,849 |
| (1,031) |
| 5,818 | ||||
Less: Net Loss (Income) Attributable to Noncontrolling Interest |
| (473) |
|
| 67 |
| [D] |
|
| (406) |
Net Income (Loss) Attributable to Alpine Income Property Trust, Inc. | 6,376 | (964) | 5,412 | |||||||
Less: Distributions to Preferred Stockholders |
| (2,309) |
|
| — |
|
|
|
| (2,309) |
Net Income (Loss) Attributable to Common Stockholders | $ | 4,067 | $ | (964) | $ | 3,103 | ||||
|
|
|
|
|
|
|
|
|
|
|
Per Common Share Data: |
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) Attributable to Common Stockholders |
|
|
|
|
|
|
|
|
|
|
Basic | $ | 0.25 |
| $ | (0.06) |
|
|
| $ | 0.19 |
Diluted | $ | 0.23 |
| $ | (0.05) |
|
|
| $ | 0.18 |
Weighted Average Number of Common Shares: |
|
|
|
|
|
|
|
|
|
|
Basic |
| 16,310,036 |
|
| 16,310,036 |
|
|
|
| 16,310,036 |
Diluted |
| 17,533,890 |
|
| 17,533,890 |
|
|
|
| 17,533,890 |
See accompanying notes to unaudited pro forma consolidated financial statements.
ALPINE INCOME PROPERTY TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
(In thousands, except share and per share data)
Historical | Portfolio Acquisition Transaction Accounting Adjustments | Notes | Pro Forma | |||||||
Revenues: |
|
|
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|
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|
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Lease Income | $ | 48,657 |
| $ | 10,532 |
| [A][B] |
| $ | 59,189 |
Interest Income From Commercial Loans and Investments |
| 11,350 |
|
| — |
|
|
|
| 11,350 |
Other Revenue |
| 525 |
|
| — |
|
|
|
| 525 |
Total Revenues |
| 60,532 |
|
| 10,532 |
|
|
|
| 71,064 |
Operating Expenses: | ||||||||||
Real Estate Expenses |
| 7,956 |
|
| 156 |
| [A] |
|
| 8,112 |
General and Administrative Expenses |
| 6,709 |
|
| — |
|
|
|
| 6,709 |
Provision for Impairment |
| 7,416 |
|
| — |
|
|
|
| 7,416 |
Depreciation and Amortization |
| 27,383 |
| 6,490 | [B] |
| 33,873 | |||
Total Operating Expenses |
| 49,464 |
|
| 6,646 |
|
|
|
| 56,110 |
Gain on Disposition of Assets |
| 2,070 |
| — |
| 2,070 | ||||
Net Income from Operations |
| 13,138 |
|
| 3,886 |
|
|
|
| 17,024 |
Investment and Other Income | 242 | — |
|
|
|
| 242 | |||
Interest Expense |
| (16,265) |
|
| (6,625) |
| [C] |
|
| (22,890) |
Net Loss |
| (2,885) |
| (2,739) |
| (5,624) | ||||
Less: Net Loss Attributable to Noncontrolling Interest |
| 228 |
|
| 209 |
| [D] |
|
| 437 |
Net Loss Attributable to Alpine Income Property Trust, Inc. | (2,657) | (2,530) | (5,187) | |||||||
Less: Distributions to Preferred Stockholders |
| (552) |
|
| — |
|
|
|
| (552) |
Net Loss Attributable to Common Stockholders | $ | (3,209) | $ | (2,530) | $ | (5,739) | ||||
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Per Common Share Data: |
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Net Loss Attributable to Common Stockholders |
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|
|
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|
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|
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|
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Basic | $ | (0.22) |
| $ | (0.18) |
|
|
| $ | (0.40) |
Diluted | $ | (0.21) |
| $ | (0.16) |
|
|
| $ | (0.37) |
Weighted Average Number of Common Shares: |
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|
|
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Basic |
| 14,328,451 |
|
| 14,328,451 |
|
|
|
| 14,328,451 |
Diluted |
| 15,552,305 |
|
| 15,552,305 |
|
|
|
| 15,552,305 |
See accompanying notes to unaudited pro forma consolidated financial statements.
ALPINE INCOME PROPERTY TRUST, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The unaudited pro forma consolidated balance sheet as of June 30, 2026, unaudited pro forma consolidated statement of operations for the six months ended June 30, 2026, and unaudited pro forma consolidated statement of operations for the year ended December 31, 2025 (collectively, the “Unaudited Pro Forma Financials”) give effect to the acquisition of the Portfolio as though it had occurred on January 1, 2025, the beginning of the earliest applicable reporting period. The adjustments in the Unaudited Pro Forma Financials are referred to herein as the “Portfolio Acquisition Transaction Accounting Adjustments.”
The Company may fund the acquisition of the Portfolio using (a) available cash, (b) proceeds from the Company’s revolving credit facility and/or other borrowings, (c) proceeds from offerings of the Company’s securities, and/or (d) proceeds from future dispositions of income properties by the Company through structuring the acquisition as a reverse like-kind exchange. For purposes of the Unaudited Pro Forma Financials, the Company has assumed funding the acquisition of the Portfolio entirely with proceeds from the Company’s revolving credit facility.
Unaudited Pro Forma Financials. The Unaudited Pro Forma Financials are based on estimates and assumptions as of the date of this Current Report on Form 8-K set forth in the notes to the Unaudited Pro Forma Financials, which are preliminary and have been made solely for the purpose of developing such pro forma information. The Unaudited Pro Forma Financials are not necessarily indicative of the financial position or operating results that would have been achieved had the Portfolio acquisition occurred on the date indicated, nor are they necessarily indicative of the Company’s future financial position or operating results. Assumptions underlying the adjustments to the Unaudited Pro Forma Financials are described in the accompanying notes, which should be read in conjunction with the Unaudited Pro Forma Financials.
NOTE 2. PRO FORMA ADJUSTMENTS
Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2026
[A] Represents the fair value of the real estate in the Portfolio acquisition expected to be acquired subsequent to June 30, 2026, which are allocated to the to-be acquired tangible assets, consisting of land, building and improvements, and identified intangible lease 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. The fair value allocation was provided by a third-party valuation company.
The following represents the allocation of total estimated acquisition costs for the Portfolio, comprised of the estimated purchase price and estimated capitalized acquisition costs, which acquisition is expected to occur subsequent to June 30, 2026 (in thousands):
Allocation of Purchase Price: |
|
| |
Land, at Cost |
| $ | 27,877 |
Building and Improvements, at Cost |
|
| 78,583 |
Intangible Lease Assets |
|
| 15,765 |
Intangible Lease Liabilities |
|
| (4,339) |
Total Acquisition Cost - Purchase Price plus Acquisition Costs |
| $ | 117,886 |
[B] Represents the sources of funds related to the Portfolio acquisition, which is expected to close in the fourth quarter of 2026. For purposes of these Unaudited Pro Forma Financials, the Company has assumed funding the acquisition of the Portfolio entirely with proceeds from the Company’s revolving credit facility; however, the Company may fund the acquisition of the Portfolio using (a) available cash, (b) proceeds from the Company’s revolving credit facility and/or other borrowings, (c) proceeds from offerings of the Company’s securities, and/or (d) proceeds from future dispositions of income properties by the Company through structuring the acquisition as a reverse like-kind exchange.
Unaudited Pro Forma Consolidated Statement of Operations for the Six Months Ended June 30, 2026
[A] Represents adjustments to income property revenues totaling $5.3 million, based on the calculation of rent on a straight-line basis utilizing the existing lease terms, and related direct expenses totaling $0.1 million for the six months ended June 30, 2026. The Company recognizes rental revenue from operating leases on a straight-line basis over the life of the related leases. The pro forma adjustments reflect the estimated incremental straight-line rental income to be recognized over the remaining life of the leases at the Portfolio as of the acquisition dates as though they had occurred on January 1, 2025, as compared to the straight-line rental income that had been recorded in the Historical Summary of Revenues and Direct Expenses of the Portfolio filed herewith on October 9, 2026 as Exhibit 99.1 to the Company’s Current Report on Form 8-K.
[B] Represents depreciation and amortization of real estate acquired related to the Portfolio which totaled $3.2 million for the six months ended June 30, 2026 based on the estimated remaining economic useful life for tangible assets and the weighted average remaining lease term for the related intangible assets and intangible liabilities. Capitalized above-and below-market lease values are amortized as a decrease or increase, respectively, to income property revenues which totaled $0.1 million, in the aggregate, for the six months ended June 30, 2026 and is included in the $5.3 million increase to income property revenues referred to in Note [A] above.
[C] Represents additional interest expense of $3.0 million related to an anticipated draw on the Company’s revolving credit facility totaling $117.9 million in connection with the expected acquisition of the Portfolio. For purposes of these Unaudited Pro Forma Financials, the Company has assumed funding the acquisition of the Portfolio entirely with proceeds from the Company’s revolving credit facility; however, the Company may fund the acquisition of the Portfolio using (a) available cash, (b) proceeds from the Company’s revolving credit facility and/or other borrowings, (c) proceeds from offerings of the Company’s securities, and/or (d) proceeds from future dispositions of income properties by the Company through structuring the acquisition as a reverse like-kind exchange.
[D] Represents the allocation of net income attributable to the noncontrolling interest.
Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2025
[A] Represents adjustments to income property revenues totaling $10.5 million, based on the calculation of rent on a straight-line basis utilizing the existing lease terms, and related direct expenses totaling $0.2 million for the year ended December 31, 2025. The Company recognizes rental revenue from operating leases on a straight-line basis over the life of the related leases. The pro forma adjustments reflect the estimated incremental straight-line rental income to be recognized over the remaining life of the leases at the Portfolio as of the acquisition dates as though they had occurred on January 1, 2025, as compared to the straight-line rental income that had been recorded in the Historical Summary of Revenues and Expenses of the Portfolio filed herewith on October 9, 2026 as Exhibit 99.1 to the Company’s Current Report on Form 8-K.
[B] Represents depreciation and amortization of real estate acquired related to the Portfolio which totaled $6.5 million, for the year ended December 31, 2025 based on the estimated remaining economic useful life for tangible assets and the weighted average remaining lease term for the related intangible assets and intangible liabilities. Capitalized above-and below-market lease values are amortized as a decrease or increase, respectively, to income property revenues which totaled $0.2 million, in the aggregate, for the year ended December 31, 2025 and is included in the $10.5 million increase to income property revenues referred to in Note [A] above.
[C] Represents additional interest expense of $6.6 million related to an anticipated draw on the Company’s revolving credit facility totaling $117.9 million in connection with the expected acquisition of the Portfolio. For purposes of these Unaudited Pro Forma Financials, the Company has assumed funding the acquisition of the Portfolio entirely
with proceeds from the Company’s revolving credit facility; however, the Company may fund the acquisition of the Portfolio using (a) available cash, (b) proceeds from the Company’s revolving credit facility and/or other borrowings, (c) proceeds from offerings of the Company’s securities, and/or (d) proceeds from future dispositions of income properties by the Company through structuring the acquisition as a reverse like-kind exchange.
[D] Represents the allocation of net income attributable to the noncontrolling interest.
Exhibit 99.3
Press Release
| |
FOR IMMEDIATE RELEASE | ALPINE INCOME PROPERTY TRUST ANNOUNCES AGREEMENT TO ACQUIRE 13-PROPERTY INDUSTRIAL PORTFOLIO FOR $117.3 MILLION |
WINTER PARK, FL, October 9, 2026 – Alpine Income Property Trust, Inc. (NYSE: PINE) (the "Company"), an owner and operator of single-tenant net leased commercial income properties, today announced that it has entered into an agreement to acquire a 13-property industrial portfolio for $117.3 million, or $63 per square foot.
The portfolio totals approximately 1.9 million square feet on approximately 209 acres across 11 states. The properties are 100% leased to nine tenants under absolute triple-net leases with a weighted average remaining lease term of 10.2 years, and no lease expires before late 2031. The tenants have operated at their respective sites for an average of approximately 40 years, and many have made significant investments in their facilities. Approximately 19% of in-place cash rent is attributable to tenants that are rated investment grade or are subsidiaries of investment grade rated parents.
"This acquisition will add a portfolio of mission-critical manufacturing and distribution facilities, at a low basis with 10 years of weighted average lease term remaining," said John P. Albright, President and Chief Executive Officer of Alpine Income Property Trust. "We believe that the investment will deliver an attractive initial yield, and that the annual rent escalators built into the leases will support future cash flow growth."
The acquisition is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions. The Company expects to fund the acquisition with borrowings under its revolving credit facility, proceeds from select dispositions, and commercial loan repayments.
About Alpine Income Property Trust, Inc.
Alpine Income Property Trust, Inc. (NYSE: PINE) is a publicly traded real estate investment trust that seeks to deliver attractive risk-adjusted returns and dependable cash dividends by investing in, owning and operating a portfolio of single tenant net leased commercial income properties that are predominately leased to high-quality publicly traded and credit-rated tenants. The Company also complements its income property portfolio by strategically investing in a select portfolio of commercial loan investments intended to deliver an attractive risk-adjusted return.
We encourage you to review our most recent investor presentation which is available on our website at http://www.alpinereit.com.
Safe Harbor
This press release may contain “forward-looking statements.” Forward-looking statements include statements that may be identified by words such as “outlook,” “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “projects” and similar references to future periods, or by the inclusion of forecasts or projections. Statements, among others, relating to the expected closing of the Company’s acquisition of the industrial portfolio and future cash flow growth are forward-looking statements. Forward-looking statements are based on the Company’s current expectations and assumptions regarding capital market conditions, the Company’s business, the economy and other future conditions. 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. As a result, the Company’s actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include general business and economic conditions, continued volatility and uncertainty in the credit markets and broader financial markets, geopolitical conflicts, tariffs and international trade policies, risks inherent in the real estate business, including tenant or borrower defaults, potential liability relating to environmental matters, credit risk associated with the Company investing in commercial loans and investments, illiquidity of real estate investments and potential damages from natural disasters, the impact of epidemics or pandemics on the Company’s business and the businesses of its tenants and borrowers and the impact of such epidemics or pandemics on the U.S. economy and market conditions generally, other factors affecting the Company’s business or the businesses of its tenants and borrowers that are beyond the control of the Company or its tenants or borrowers, and the factors set forth under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and other risks and uncertainties discussed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission. Any forward-looking statement made in this press release speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
Contact:
Investor Relations
ir@alpinereit.com