SUBSEQUENT EVENTS	9 Months Ended
Sep. 30, 2020
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 24. SUBSEQUENT EVENTS The Company reviewed all subsequent events and transactions through November 6, 2020, the date the consolidated financial statements were available to be issued. COVID-19 Pandemic – October Collections Update As of November 6, 2020, the Company had received payments from tenants representing approximately 93% of the CBR due during the month of October. Dispositions On October 13, 2020, the Company completed the sale of the property located in Arlington, Texas, formerly leased to Macaroni Grill, for a sales price of $2.5 million. The gain on the sale was approximately $68,000, or $0.01 per share, after tax, of which proceeds are expected to be a part of a 1031 like-kind exchange transaction. On October 13, 2020, the Company completed the sale of a vacant land parcel located adjacent to the property in Dallas, Texas, leased to 7-Eleven which was sold in June 2020. The sales price on the vacant land parcel was $475,000 and the gain on the sale was approximately $76,000, or $0.01 per share, after tax. In conjunction with the sale, the Company originated a loan with the buyer at a principal loan amount of $400,000 which bears interest at a fixed rate of 7.50% and an initial term of 2.5 years. Commercial Loan Payoff On November 3, 2020, the Company’s $2.07 million loan with the buyer of the Company’s former golf operations was repaid by the borrower generating proceeds of approximately $2.0 million. Billboard Sale On November 2, 2020, the Company sold eight of its nine remaining billboard sights for a sales price of approximately $1.5 million, an estimated gain of approximately $1.5 million, or $0.24 per share, after tax. The Company expects to use the proceeds as part of a 1031 like-kind exchange. Mitigation Bank JV – Put Right In October 2020, BlackRock exercised its Put Right and put 8.536 mitigation credits to the Company, which the Company purchased for approximately $640,000, or $75,000 per credit. The Company evaluated the impact of the exercised Put Right on the fair value of the Company’s investment in the Mitigation Bank JV noting no impairment. The Company evaluates its estimates of fair value on an ongoing basis; however, actual results may differ from those estimates. Intercompany Transactions On October 1, 2020, the wholly owned, consolidated subsidiary that holds the interest in the Land JV entered into an inter-company note with CTO Realty Growth, Inc. for a principal amount of $7.0 million, the proceeds of which will be used for the payment of estimated income taxes and other operating expenses. The fixed interest at 5.0% will be eliminated upon consolidation. Special Distribution upon REIT Conversion As discussed above under Note 1, “Description of Business and Principles of Interim Statements”, the Board has unanimously approved a plan for the Company to elect to be subject to tax as a REIT for U.S. federal income tax purposes commencing with its taxable year ending December 31, 2020. A REIT is required to distribute any earnings and profits accumulated during years when the company, or its predecessor, was taxed as a C corporation by the end of its first REIT year (or the following January, if the distribution was declared and has a record date in October, November, or December of the first REIT year). For us to elect REIT status for our 2020 taxable year, we must declare one or more distributions to our shareholders, on or before December 31, 2020, of our previously undistributed earnings and profits attributable to the taxable periods ended on or prior to December 31, 2019, which we refer to as our “Pre-REIT Conversion Earnings and Profits.” Therefore, for purposes of qualifying as a REIT, we plan to make a one-time special distribution to our shareholders, which we refer to as the “Special Distribution,” to ensure that we have distributed all of our Pre-REIT Conversion Earnings and Profits. We expect to pay the Special Distribution in a combination of cash and our common stock, with each shareholder being permitted to elect to receive the shareholder’s entire entitlement under the Special Distribution in either cash or common stock, subject to a limit on the total amount of cash that will be payable in the Special Distribution. We currently expect that the aggregate amount of the Special Distribution will be between approximately $52.0 million and $56.0 million, which we expect to pay in a combination of 90% NEWCO common stock and 10% cash. A holder of our common stock will be required to report dividend income as a result of the Special Distribution even if such shareholder receives no cash or only nominal amounts of cash in the distribution. We expect that that the Special Distribution will be declared in the fourth quarter of 2020 and paid in December 2020. The details and consequences of the Special Distribution will be described in the election form and accompanying materials that will be mailed to shareholders in connection with the Special Distribution. There were no other reportable subsequent events or transactions.

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2020

NOTE 24. SUBSEQUENT EVENTS

The Company reviewed all subsequent events and transactions through November 6, 2020, the date the consolidated financial statements were available to be issued.

COVID-19 Pandemic – October Collections Update

As of November 6, 2020, the Company had received payments from tenants representing approximately 93% of the CBR due during the month of October.

Dispositions

On October 13, 2020, the Company completed the sale of the property located in Arlington, Texas, formerly leased to Macaroni Grill, for a sales price of $2.5 million. The gain on the sale was approximately $68,000, or $0.01 per share, after tax, of which proceeds are expected to be a part of a 1031 like-kind exchange transaction.

On October 13, 2020, the Company completed the sale of a vacant land parcel located adjacent to the property in Dallas, Texas, leased to 7-Eleven which was sold in June 2020. The sales price on the vacant land parcel was $475,000 and the gain on the sale was approximately $76,000, or $0.01 per share, after tax. In conjunction with the sale, the Company originated a loan with the buyer at a principal loan amount of $400,000 which bears interest at a fixed rate of 7.50% and an initial term of 2.5 years.

Commercial Loan Payoff

On November 3, 2020, the Company’s $2.07 million loan with the buyer of the Company’s former golf operations was repaid by the borrower generating proceeds of approximately $2.0 million.

Billboard Sale

On November 2, 2020, the Company sold eight of its nine remaining billboard sights for a sales price of approximately $1.5 million, an estimated gain of approximately $1.5 million, or $0.24 per share, after tax. The Company expects to use the proceeds as part of a 1031 like-kind exchange.

Mitigation Bank JV – Put Right

In October 2020, BlackRock exercised its Put Right and put 8.536 mitigation credits to the Company, which the Company purchased for approximately $640,000, or $75,000 per credit. The Company evaluated the impact of the exercised Put Right on the fair value of the Company’s investment in the Mitigation Bank JV noting no impairment. The Company evaluates its estimates of fair value on an ongoing basis; however, actual results may differ from those estimates.

Intercompany Transactions

On October 1, 2020, the wholly owned, consolidated subsidiary that holds the interest in the Land JV entered into an inter-company note with CTO Realty Growth, Inc. for a principal amount of $7.0 million, the proceeds of which will be used for the payment of estimated income taxes and other operating expenses. The fixed interest at 5.0% will be eliminated upon consolidation.

Special Distribution upon REIT Conversion

As discussed above under Note 1, “Description of Business and Principles of Interim Statements”, the Board has unanimously approved a plan for the Company to elect to be subject to tax as a REIT for U.S. federal income tax purposes commencing with its taxable year ending December 31, 2020. A REIT is required to distribute any earnings and profits accumulated during years when the company, or its predecessor, was taxed as a C corporation by the end of its first REIT year (or the following January, if the distribution was declared and has a record date in October, November, or December of the first REIT year). For us to elect REIT status for our 2020 taxable year, we must declare one or more distributions to our shareholders, on or before December 31, 2020, of our previously undistributed earnings and profits attributable to the taxable periods ended on or prior to December 31, 2019, which we refer to as our “Pre-REIT Conversion Earnings and Profits.”

Therefore, for purposes of qualifying as a REIT, we plan to make a one-time special distribution to our shareholders, which we refer to as the “Special Distribution,” to ensure that we have distributed all of our Pre-REIT Conversion Earnings and Profits. We expect to pay the Special Distribution in a combination of cash and our common stock, with each shareholder being permitted to elect to receive the shareholder’s entire entitlement under the Special Distribution in either cash or common stock, subject to a limit on the total amount of cash that will be payable in the Special Distribution.

We currently expect that the aggregate amount of the Special Distribution will be between approximately $52.0 million and $56.0 million, which we expect to pay in a combination of 90% NEWCO common stock and 10% cash. A holder of our common stock will be required to report dividend income as a result of the Special Distribution even if such shareholder receives no cash or only nominal amounts of cash in the distribution.

We expect that that the Special Distribution will be declared in the fourth quarter of 2020 and paid in December 2020. The details and consequences of the Special Distribution will be described in the election form and accompanying materials that will be mailed to shareholders in connection with the Special Distribution.

There were no other reportable subsequent events or transactions.