REAL ESTATE INVESTMENTS | REAL ESTATE INVESTMENTS As of December 31, 2022, the Company’s real estate investment portfolio consisted of 46 operating properties located in 17 states comprised of: 27 industrial properties (including the TIC Interest in an industrial property not reflected in the table below, but discussed in Note 4 ), 12 retail properties and 7 office properties (including one held for sale), and one parcel of land, which currently serves as an easement to one of the Company’s industrial properties . The following table provides summary information regarding the Company’s real estate portfolio as of December 31, 2022, excluding one property held for sale and the TIC Interest: Property Tenant Location Acquisition Property Land, Equipment Tenant Accumulated Total Northrop Grumman Melbourne, FL 3/7/2017 Industrial (1) $ 13,608,084 $ — $ 1,469,737 $ (4,012,748) $ 11,065,073 Northrop Grumman Melbourne, FL 6/21/2018 Land 329,410 — — — 329,410 Husqvarna Charlotte, NC 11/30/2017 Industrial 11,840,200 — 1,013,948 (1,827,839) 11,026,309 AvAir Chandler, AZ 12/28/2017 Industrial 27,357,899 — — (3,499,279) 23,858,620 3M DeKalb, IL 3/29/2018 Industrial 14,762,819 — 3,037,057 (5,606,808) 12,193,068 Taylor Fresh Foods Yuma, AZ 10/24/2019 Industrial 34,194,369 — 2,894,017 (4,240,369) 32,848,017 Levins Sacramento, CA 12/31/2019 Industrial 4,429,390 — 221,927 (661,825) 3,989,492 Labcorp San Carlos, CA 12/31/2019 Industrial 9,672,174 — 408,225 (612,963) 9,467,436 WSP USA (2) San Diego, CA 12/31/2019 Industrial 9,869,520 — 539,633 (1,137,260) 9,271,893 ITW Rippey El Dorado Hills, CA 12/31/2019 Industrial 7,071,143 — 304,387 (864,813) 6,510,717 L3Harris Carlsbad, CA 12/31/2019 Industrial 11,690,952 — 662,101 (1,305,952) 11,047,101 Arrow Tru-Line Archbold, OH 12/3/2021 Industrial 11,518,084 — — (431,755) 11,086,329 Kalera Saint Paul, MN 1/31/2022 Industrial 3,690,009 4,429,000 — (325,772) 7,793,237 Lindsay Colorado Springs 1, CO 4/19/2022 Industrial 2,311,934 — — (41,312) 2,270,622 Lindsay Colorado Springs 2, CO 4/19/2022 Industrial 3,314,406 — — (24,585) 3,289,821 Lindsay Dacono, CO 4/19/2022 Industrial 6,448,855 — — (59,600) 6,389,255 Lindsay Alachua, FL 4/19/2022 Industrial 8,518,123 — — (256,849) 8,261,274 Lindsay Franklinton, NC 4/19/2022 Industrial 7,181,113 — — (113,241) 7,067,872 Lindsay Canal Fulton 1, OH 4/19/2022 Industrial 11,345,533 — — (243,557) 11,101,976 Lindsay Canal Fulton 2, OH 4/19/2022 Industrial 10,190,942 — — (347,351) 9,843,591 Lindsay Rock Hill, SC 4/19/2022 Industrial 6,555,983 — — (119,173) 6,436,810 Producto Endicott, NY 7/15/2022 Industrial 2,362,310 — — (35,819) 2,326,491 Producto Jamestown, NY 7/15/2022 Industrial 3,073,686 — — (43,851) 3,029,835 Valtir Centerville, UT 7/26/2022 Industrial 4,688,621 — — (53,676) 4,634,945 Valtir Orangeburg, SC 7/26/2022 Industrial 4,242,938 — — (63,864) 4,179,074 Valtir Fort Worth, TX 7/26/2022 Industrial 3,276,201 — — (28,517) 3,247,684 Valtir Lima, OH 8/4/2022 Industrial 9,921,367 — — (138,655) 9,782,712 Dollar General Litchfield, ME 11/4/2016 Retail 1,281,812 — 116,302 (246,493) 1,151,621 Dollar General Wilton, ME 11/4/2016 Retail 1,543,776 — 140,653 (315,458) 1,368,971 Dollar General Thompsontown, PA 11/4/2016 Retail 1,199,860 — 106,730 (236,835) 1,069,755 Dollar General Mt. Gilead, OH 11/4/2016 Retail 1,174,188 — 111,847 (227,071) 1,058,964 Dollar General Lakeside, OH 11/4/2016 Retail 1,112,872 — 100,856 (233,046) 980,682 Dollar General Castalia, OH 11/4/2016 Retail 1,102,086 — 86,408 (226,427) 962,067 Dollar General Bakersfield, CA 12/31/2019 Retail 4,899,714 — 261,630 (441,397) 4,719,947 Dollar General Big Spring, TX 12/31/2019 Retail 1,281,683 — 76,351 (152,906) 1,205,128 Dollar Tree Morrow, GA 12/31/2019 Retail 1,320,367 — 73,298 (212,732) 1,180,933 PreK Education San Antonio, TX 12/31/2019 Retail 12,477,027 — 555,767 (1,418,751) 11,614,043 Walgreens Santa Maria, CA 12/31/2019 Retail 5,223,442 — 335,945 (398,882) 5,160,505 KIA/Trophy of Carson Carson, CA 1/18/2022 Retail 69,286,444 — 118,606 (1,017,619) 68,387,431 (Operating properties table continued) Property Tenant Location Acquisition Property Land, Equipment Tenant Accumulated Total exp US Services Maitland, FL 3/27/2017 Office $ 6,186,380 $ — $ 388,248 $ (1,284,786) $ 5,289,842 Cummins Nashville, TN 4/4/2018 Office 14,538,528 — 1,566,997 (3,758,306) 12,347,219 Costco Issaquah, WA 12/20/2018 Office 27,568,906 — 2,765,136 (5,274,513) 25,059,529 GSA (MSHA) Vacaville, CA 12/31/2019 Office 3,112,076 — 243,307 (415,544) 2,939,839 Solar Turbines San Diego, CA 12/31/2019 Office 7,162,087 — 284,026 (759,736) 6,686,377 OES (3) Rancho Cordova, CA 12/31/2019 Office 29,587,023 — 1,616,610 (4,034,387) 27,169,246 $ 433,524,336 $ 4,429,000 $ 19,499,749 $ (46,752,322) $ 410,700,763 (1) This property was reclassified on December 31, 2022 to industrial from office to reflect Northrop Grumman's change in use since a majority of the square footage of the property is being used as laboratory space. (2) Wood Group was acquired and changed its name to WSP USA Environment & Infrastructure Inc. (3) The Company and Sutter Health agreed to the early termination of its lease effective December 31, 2022 for payment of an early termination fee of $3,751,984 which was recorded as rental income in the Company's statement of operations for the year ended December 31, 2022. The property was then leased to the State of California's Office of Emergency Services (“OES”) effective January 4, 2023 for 12 years through December 31, 2034. OES has a purchase option which OES can exercise any time from May 1, 2024 through December 31, 2026. OES also has an early termination option which OES can exercise any time on or after December 31, 2028 by giving written notice at least 120 days prior to the date of early termination. Impairment Charge / Reversal of Impairment Charge In December 2022, the Company recorded an impairment charge of $2,080,727 related to its property located in Dublin, California leased to Gap through February 28, 2023 and held for sale as of December 31, 2022. The Company determined that the impairment charge was required, based on efforts initiated during the fourth quarter of 2022 to sell the property. The impairment charge represents the excess of the property's carrying value over the property's estimated sale price less estimated selling costs for the planned sale (see Real Estate Investments Held For Sale below). The reversal of impairment charge of $400,999 during the year ended December 31, 2021 resulted from an adjustment to partially reverse an impairment charge recorded in December 2020 for the property located in Bedford, Texas due to its reclassification from held for sale to held for use in June 2021. Acquisitions: Year Ended December 31, 2022 During the year ended December 31, 2022, the Company acquired the following 16 real estate properties: Property and Location Acquisition Date Land Buildings and Equipment Tenant Above- Acquisition Price KIA/Trophy of Carson, Carson, CA (1) 1/18/2022 $ 32,741,781 $ 36,544,663 $ — $ 118,606 $ — $ 69,405,050 Kalera, St. Paul, MN 1/31/2022 562,356 3,127,653 4,429,000 — — 8,119,009 Lindsay, Colorado Springs 1, CO 4/19/2022 1,195,178 1,116,756 — — — 2,311,934 Lindsay, Colorado Springs 2, CO 4/19/2022 2,239,465 1,074,941 — — — 3,314,406 Lindsay, Dacono, CO (2) 4/19/2022 2,263,982 4,184,873 — — — 6,448,855 Lindsay, Alachua, FL 4/19/2022 966,192 7,551,931 — — — 8,518,123 Lindsay, Franklinton, NC 4/19/2022 2,843,811 4,337,302 — — — 7,181,113 Lindsay, Fulton 1, OH 4/19/2022 726,877 10,618,656 — — — 11,345,533 Lindsay, Fulton 2, OH 4/19/2022 635,865 9,555,077 — — — 10,190,942 Lindsay, Rock Hill, SC 4/19/2022 2,816,322 3,739,661 — — — 6,555,983 Producto, Endicott, NY 7/15/2022 239,447 2,122,863 — — — 2,362,310 Producto, Jamestown, NY 7/15/2022 766,651 2,307,035 — — — 3,073,686 Valtir, Centerville, UT 7/26/2022 2,467,565 2,221,056 — — — 4,688,621 Valtir, Orangeburg, SC 7/26/2022 1,678,818 2,564,120 — — 1,356,961 5,599,899 Valtir, Fort Worth, TX 7/26/2022 1,785,240 1,490,961 — — — 3,276,201 Valtir, Lima, OH 8/4/2022 747,746 9,173,621 — — — 9,921,367 $ 54,677,296 $ 101,731,169 $ 4,429,000 $ 118,606 $ 1,356,961 $ 162,313,032 (1) In accordance with the contribution agreement for the KIA auto dealership property in Carson, California, the Company issued 1,312,382 units of Class C limited partnership interest in the Operating Partnership (“Class C OP Units”) to the seller (see Note 12 for more details) and the Company repaid the $36,465,449 then-existing mortgage, including accrued interest, on the property (see Note 7 for more details). (2) As of December 31, 2022, buildings and improvements exclude a non-refundable deposit of $440,548 for funding ongoing building construction at the Lindsay property in Dacono, Colorado. This deposit is included in prepaid expenses and other assets in the accompanying consolidated balance sheets. During the year ended December 31, 2022, the Company recognized $11,274,529 of total revenue related to the above-acquired properties. The noncancellable lease terms of the properties acquired during the year ended December 31, 2022 are as follows: Property Lease Expiration KIA/Trophy of Carson 1/17/2047 Kalera 2/28/2042 Lindsay, for all eight properties acquired 4/30/2047 Producto, for two properties acquired 7/31/2042 Valtir, UT and TX 7/31/2037 Valtir, SC and OH 8/31/2047 Year Ended December 31, 2021 During the year ended December 31, 2021, the Company acquired the following two real estate properties: Property and Location Acquisition Date Land Buildings and Tenant Total Raising Cane's, San Antonio, TX 7/26/2021 $ 1,830,303 $ 1,599,921 $ 213,997 $ 3,644,221 Arrow Tru-Line, Archbold, OH 12/3/2021 778,772 10,739,312 — 11,518,084 $ 2,609,075 $ 12,339,233 $ 213,997 $ 15,162,305 During the year ended December 31, 2021, the Company recognized $166,177 of total revenue related to the above-acquired properties. The noncancellable lease terms of the properties acquired during the year ended December 31, 2021 are as follows: Property Lease Expiration Raising Cane's 2/20/2028 Arrow Tru-Line 12/31/2041 Dispositions: Year Ended December 31, 2022 During the year ended December 31, 2022, the Company sold the following eight real estate properties: Property Location Disposition Date Property Type Rentable Square Feet Contract Sale Price Gain on Sale Bon Secours Richmond, VA 2/11/2022 Office 72,890 $ 10,200,000 $ 28,595 Omnicare Richmond, VA 2/11/2022 Flex 51,800 8,760,000 1,890,624 Texas Health Dallas, TX 2/11/2022 Office 38,794 7,040,000 87,480 Accredo Orlando, FL 2/24/2022 Office 63,000 14,000,000 4,868,387 EMCOR Cincinnati, OH 6/29/2022 Office 39,385 6,525,000 720,071 Williams Sonoma Summerlin, NV 8/26/2022 Office 35,867 9,300,000 1,624,936 Wyndham Summerlin, NV 9/16/2022 Office 41,390 12,900,000 2,307,093 Raising Cane's San Antonio, TX 12/30/2022 Retail 3,853 4,313,045 669,185 346,979 $ 73,038,045 $ 12,196,371 On February 11, 2022, the Company completed the sale of two medical office properties in Dallas, Texas and Richmond, Virginia leased to Texas Health and Bon Secours, respectively, and one flex property in Richmond, Virginia leased to Omnicare for an aggregate sales price of $26,000,000, which generated net proceeds of $11,892,305 after payment of commissions, closing costs and existing mortgages. On February 24, 2022, the Company completed the sale of a medical office property in Orlando, Florida leased to Accredo for a sales price of $14,000,000, which generated net proceeds of $5,012,724 after payment of commissions, closing costs and repayment of the existing mortgage. On June 29, 2022, the Company completed the sale of an office property in Cincinnati, Ohio leased to EMCOR for a sales price of $6,525,000, which generated net proceeds of $6,345,642 after payment of commissions and closing costs. On August 26, 2022, the Company completed the sale of an office property in Summerlin, Nevada leased to Williams Sonoma for a sales price of $9,300,000, which generated net proceeds of $8,964,252 after payment of commissions and closing costs. On September 16, 2022, the Company completed the sale of an office property in Summerlin, Nevada leased to Wyndham for a sales price of $12,900,000, which generated net proceeds of $12,267,571 after payment of commissions and closing costs. On December 30, 2022, the Company completed the sale of a retail property in San Antonio, Texas leased to Raising Cane's for a sales price of $4,313,045, which generated net proceeds of $4,173,283 after payment of commissions and closing costs. Year Ended December 31, 2021 During the year ended December 31, 2021, the Company sold the following five properties: Property Location Disposition Date Property Type Rentable Square Feet Contract Sale Price Gain on Sale Chevron Gas Station Roseville, CA 1/7/2021 Retail 3,300 $ 4,050,000 $ 216,279 EcoThrift Sacramento, CA 1/29/2021 Retail 38,536 5,375,300 19,314 Chevron Gas Station San Jose, CA 2/12/2021 Retail 1,060 4,288,888 2,926 Dana Cedar Park, TX 7/7/2021 Industrial 45,465 10,000,000 3,444,032 Harley Davidson Bedford, TX 12/21/2021 Retail 70,960 15,270,000 2,338,904 159,321 $ 38,984,188 6,021,455 24 Hour Fitness Adjustment 115,133 Total $ 6,136,588 On January 7, 2021, the Company completed the sale of its Roseville, California retail property, which was leased to the operator of a Chevron gas station, for $4,050,000, which generated net proceeds of $3,914,909 after payment of commissions and closing costs. On January 29, 2021, the Company completed the sale of its Sacramento, California retail property, which was leased to EcoThrift, for $5,375,300, which generated net proceeds of $2,684,225 after repayment of the existing mortgage, commissions and closing costs. On February 12, 2021, the Company completed the sale of its San Jose, California retail property, which was leased to the operator of a Chevron gas station, for $4,288,888, which generated net proceeds of $4,054,327 after payment of commissions and closing costs. On July 7, 2021, the Company completed the sale of its Cedar Park, Texas industrial property which was leased to Dana Incorporated, but unoccupied, for $10,000,000, which generated net proceeds of $4,975,334 after repayment of the existing mortgage, commissions and closing costs. Upon the sale of the property, Dana Incorporated executed a promissory note payable to the Company for its obligation to continue to pay rent of $65,000 per month through July 31, 2022 and pay its early termination fee of $1,381,767 no later than July 31, 2022. The unpaid amount of the Company's note receivable of $1,836,767 as of December 31, 2021 is presented as receivable from early termination of lease in the Company's consolidated balance sheet as of December 31, 2021. The note receivable monthly payments were received with full collection during the quarter ended September 30, 2022. On December 21, 2021, the Company completed the sale of its Bedford, Texas retail property, which was leased to Harley Davidson, for $15,270,000, which generated net proceeds of $8,344,708 after repayment of the existing mortgage, commissions and closing costs. On September 24, 2021, the Company received a notice of refund amounting to $115,133 related to the sale of its Las Vegas, Nevada retail property on December 16, 2020, which was formerly leased to 24 Hour Fitness. The refund relates to a portion of a holdback from sales proceeds to cover expenses by the buyer to prepare the property for lease, including the payment of accrued interest, common area maintenance, taxes, insurance and other related expenses and building permits to begin construction of improvements on the property. The refund was recognized as an adjustment to the estimate of the amount which was expected to be received and was included in gain on sale of real estate investments, net in the accompanying consolidated statements of operations. Asset Concentration: As of December 31, 2022, the Company’s real estate portfolio asset concentration (greater than 10% of total assets) was as follows: December 31, 2022 Property and Location Net Carrying Value Percentage of KIA/Trophy of Carson, Carson, CA $ 68,387,431 15.0 % Lindsay, eight properties acquired in Colorado (three), Ohio (two), North Carolina, South Carolina and Florida 54,661,221 12.0 % Total $ 123,048,652 27.0 % The Company held no real estate property with a net book value that was greater than 10% of its total assets as of December 31, 2021. Rental Income Concentration: During the year ended December 31, 2022, the Company’s rental income concentration (greater than 10% of rental income) was as follows: Year Ended December 31, 2022 Property and Location Rental Income Percentage of Sutter Health, Rancho Cordova, CA (1) $ 6,318,264 13.7 % KIA/Trophy of Carson, Carson, CA 5,725,672 12.4 % Total $ 12,043,936 26.1 % (1) Includes early termination fee of $3,751,984. No tenant represented the source of 10% of rental income during the year ended December 31, 2021. Operating Leases: The Company’s real estate properties are primarily leased to tenants under net leases for which terms and expirations vary. The Company monitors the credit of all tenants to stay abreast of any material changes in credit quality. The Company monitors tenant credit by (1) reviewing the credit ratings of tenants (or their parent companies or lease guarantors) that are rated by nationally recognized rating agencies; (2) reviewing financial statements and related metrics and information that are publicly available or that are required to be provided pursuant to the lease; (3) monitoring news reports and press releases regarding the tenants (or their parent companies or lease guarantors), and their underlying business and industry; and (4) monitoring the timeliness of rent collections. During the year ended December 31, 2022, the Company executed lease extensions for three properties, including the properties leased to (i) Cummins in Nashville, Tennessee for an additional one year through February 28, 2024, (ii) ITW Rippey in El Dorado, California for an additional seven years through July 31, 2029 and (iii) Williams Sonoma in Summerlin, Nevada for an additional three years through October 31, 2025, which was sold on August 26, 2022. These three lease extensions resulted in an average increase in lease term of 3.7 years and an average annual increase in rents of 1.9% as of March 31, 2022, the end of the quarter during which they were all executed. On January 23, 2023, the Company executed a lease extension for the property leased to Solar Turbines for an additional two years through July 31, 2025 with a 14.0% increase in rent effective August 1, 2023 and a 3.0% increase in rent effective August 1, 2024. This is the third lease extension executed by Solar Turbines, which has occupied the Company's property located in San Diego, California since 2008. The Company and Sutter Health agreed to the early termination of its lease effective December 31, 2022 for payment of an early termination fee of $3,751,984, which was recorded as rental income in the Company's statement of operations for the year ended December 31, 2022. The property was then leased to OES effective January 4, 2023 for 12 years through December 31, 2034, with a purchase option which OES can exercise any time from May 1, 2024 through December 31, 2026 and an early termination option which OES can exercise any time on or after December 31, 2028. As discussed above, the Company also acquired 16 properties and sold eight properties during the year ended December 31, 2022. Moreover, as of December 31, 2022, the Company classified one property as real estate investment held for sale, as discussed in more detail below. As of December 31, 2022, the future minimum contractual rent payments due under the Company’s noncancellable operating leases, including lease amendments executed through the date of this report are as follows: 2023 $ 31,861,449 2024 31,774,660 2025 31,073,877 2026 27,452,311 2027 25,844,496 Thereafter 336,321,981 $ 484,328,774 Intangible Assets, Net Related to the Company's Real Estate: As of December 31, 2022 and 2021, intangible assets, net related to the Company’s real estate were as follows: December 31, 2022 December 31, 2021 Tenant Origination and Absorption Costs Above-Market Lease Intangibles Below-Market Lease Intangibles Tenant Origination and Absorption Costs Above-Market Lease Intangibles Below-Market Lease Intangibles Cost $ 19,499,749 $ 2,485,510 $ (14,378,808) $ 21,504,210 $ 1,128,549 $ (15,097,132) Accumulated amortization (12,722,558) (634,754) 4,703,122 (11,009,997) (437,530) 3,994,192 Net amount $ 6,777,191 $ 1,850,756 $ (9,675,686) $ 10,494,213 $ 691,019 $ (11,102,940) The intangible assets acquired in connection with the acquisitions have a weighted average amortization period of approximately 10.9 years as of December 31, 2022. As of December 31, 2022, amortization of intangible assets for each of the next five years and thereafter is expected to be as follows: Tenant Above-Market Lease Intangibles Below-Market Lease Intangibles 2023 $ 1,237,692 $ 166,444 $ (903,104) 2024 1,118,468 161,813 (903,104) 2025 917,630 157,767 (903,104) 2026 552,804 132,836 (897,701) 2027 324,809 76,550 (887,789) Thereafter 2,625,788 1,155,346 (5,180,884) $ 6,777,191 $ 1,850,756 $ (9,675,686) Weighted-average remaining amortization period 8.6 years 19.4 years 10.9 years Real Estate Investments Held For Sale: As of December 31, 2022, the Company classified a real estate investment property leased to Gap through February 28, 2023 as held for sale, and as of December 31, 2021, the Company classified four healthcare related properties as held for sale. These properties are presented in the Company’s consolidated balance sheets as real estate investments held for sale, net as of December 31, 2022 and 2021, respectively. The property formerly leased to Gap and classified as held for sale as of December 31, 2022 is in escrow and scheduled to be sold by the end of March 2023 (see Note 14 ). The four healthcare related properties classified as held for sale as of December 31, 2021 consisted of three office properties (the property leased to Accredo Health through December 31, 2024 located in Orlando, Florida; the property leased to Bon Secours Health through August 31, 2026 located in Richmond, Virginia; and the property leased to Texas Health through December 31, 2025 located in Dallas, Texas) and one flex property leased to Omnicare through May 31, 2026 located in Richmond, Virginia. All four healthcare related properties were sold in February 2022, as discussed above. The following table summarizes the major components of assets and liabilities related to real estate investments held for sale as of December 31, 2022 and 2021: December 31, 2022 2021 Assets related to real estate investments held for sale: Land, buildings and improvements $ 6,357,172 $ 34,507,485 Tenant origination and absorption costs 355,252 3,064,371 Accumulated depreciation and amortization (1,456,699) (6,061,094) Real estate investments held for sale, net 5,255,725 31,510,762 Other assets, net 12,765 788,296 Total assets related to real estate investments held for sale: $ 5,268,490 $ 32,299,058 Liabilities related to real estate investments held for sale: Mortgage notes payable, net $ — $ 21,699,912 Other liabilities, net 117,881 383,282 Total liabilities related to real estate investments held for sale: $ 117,881 $ 22,083,194 The following table summarizes the major components of rental income, expenses and impairment related to real estate investments held for sale as of December 31, 2022 and 2021, which were included in continuing operations for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 Total revenues $ 880,953 $ 3,866,116 Expenses: Interest expense — 1,058,574 Depreciation and amortization 494,249 1,347,564 Other expenses 245,605 723,637 Impairment of real estate properties 2,080,727 — Total expenses 2,820,581 3,129,775 Net (loss) income $ (1,939,628) $ 736,341 |