REAL ESTATE INVESTMENTS, NET | REAL ESTATE INVESTMENTS, NET As of September 30, 2023, the Company’s real estate investment portfolio consisted of 44 operating properties located in 16 states comprised of: 39 industrial properties (including the Company's approximate 72.7% TIC Interest in a Santa Clara, California industrial property which is not reflected in the table below but discussed in Note 4) , one retail property and four office properties (including the one held for sale property not reflected in the table below). The following table provides summary information regarding the Company’s 42 operating properties held for investment and use as of September 30, 2023: Property Tenant Location Acquisition Date Property Type Land, Buildings and Improvements Equipment Tenant Origination and Absorption Costs Accumulated Depreciation and Amortization Total Investment in Real Estate Property, Net Northrop Grumman Melbourne, FL 3/7/2017 Industrial $ 13,608,084 $ — $ 1,469,737 $ (4,361,816) $ 10,716,005 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 (2,095,659) 10,758,489 AvAir Chandler, AZ 12/28/2017 Industrial 27,357,899 — — (4,019,833) 23,338,066 3M DeKalb, IL 3/29/2018 Industrial 14,762,819 — 3,037,057 (5,983,018) 11,816,858 Taylor Fresh Foods Yuma, AZ 10/24/2019 Industrial 34,194,369 — 2,894,017 (5,231,624) 31,856,762 Levins Sacramento, CA 12/31/2019 Industrial 4,429,390 — 221,927 (820,330) 3,830,987 Labcorp San Carlos, CA 12/31/2019 Industrial 9,672,174 — 408,225 (766,203) 9,314,196 WSP USA San Diego, CA 12/31/2019 Industrial 9,896,800 — 539,633 (1,335,830) 9,100,603 ITW Rippey El Dorado, CA 12/31/2019 Industrial 7,337,873 — 304,387 (1,005,487) 6,636,773 L3Harris San Diego, CA 12/31/2019 Industrial 11,690,952 — 662,101 (1,541,628) 10,811,425 Arrow-TruLine Archbold, OH 12/3/2021 Industrial 11,518,084 — — (742,619) 10,775,465 Kalera Saint Paul, MN 1/31/2022 Industrial 6,412,509 4,429,000 — (580,724) 10,260,785 Lindsay Colorado Springs 1, CO 4/19/2022 Industrial 2,311,934 — — (85,054) 2,226,880 Lindsay Colorado Springs 2, CO 4/19/2022 Industrial 3,314,406 — — (50,615) 3,263,791 Lindsay Dacano, CO 4/19/2022 Industrial 6,889,402 — — (122,707) 6,766,695 Lindsay Alachua, FL 4/19/2022 Industrial 8,518,123 — — (528,808) 7,989,315 Lindsay Franklinton, NC 4/19/2022 Industrial 7,181,113 — — (233,143) 6,947,970 Lindsay Canal Fulton 1, OH 4/19/2022 Industrial 11,345,533 — — (501,441) 10,844,092 Lindsay Canal Fulton 2, OH 4/19/2022 Industrial 10,190,942 — — (459,435) 9,731,507 Lindsay Rock Hill, SC 4/19/2022 Industrial 6,555,983 — — (245,356) 6,310,627 Lindsay Gap, PA 4/13/2023 Industrial 16,580,044 — — (341,909) 16,238,135 Producto Endicott, NY 7/15/2022 Industrial 2,362,310 — — (94,432) 2,267,878 Producto Jamestown, NY 7/15/2022 Industrial 3,073,686 — — (115,606) 2,958,080 Valtir Centerville, UT 7/26/2022 Industrial 4,685,355 — — (141,509) 4,543,846 Valtir Orangeburg, SC 7/26/2022 Industrial 4,243,308 — — (168,370) 4,074,938 Valtir Fort Worth, TX 7/26/2022 Industrial 3,278,522 — — (75,029) 3,203,493 Valtir Lima, OH 8/4/2022 Industrial 9,921,943 — — (415,965) 9,505,978 Plastic Products Princeton, MN 1/26/2023 Industrial 6,118,411 — 553,780 (413,432) 6,258,759 Stealth Manufacturing Savage, MN 3/31/2023 Industrial 5,526,310 — — (91,887) 5,434,423 Summit Steel Reading, PA 4/13/2023 Industrial 11,397,091 — — (182,790) 11,214,301 PBC Linear Roscoe, IL 4/20/2023 Industrial 20,023,978 — — (337,592) 19,686,386 Cameron Tool Lansing, MI 5/3/2023 Industrial 5,776,590 — — (85,644) 5,690,946 S.J. Electro Systems Detroit Lakes, MN 5/5/2023 Industrial 6,314,057 — — (69,079) 6,244,978 S.J. Electro Systems Plymouth, MN 5/5/2023 Industrial 2,225,635 — — (34,525) 2,191,110 S.J. Electro Systems Ashland, OH 5/5/2023 Industrial 7,555,211 — — (79,864) 7,475,347 Titan Alleyton, TX 5/11/2023 Industrial 17,146,503 — — (334,377) 16,812,126 Vistech Piqua, OH 7/3/2023 Industrial 13,550,932 — — (109,232) 13,441,700 SixAxis Andrews, SC 7/11/2023 Industrial 15,470,096 — — (154,425) 15,315,671 (Operating properties table continued) Property Tenant Location Acquisition Date Property Type Land, Buildings and Improvements Equipment Tenant Origination and Absorption Costs Accumulated Depreciation and Amortization Total Investment in Real Estate Property, Net KIA/Trophy of Carson Carson, CA 1/18/2022 Retail $ 69,286,444 $ — $ 118,606 $ (1,814,016) $ 67,591,034 Costco Issaquah, WA 12/20/2018 Office 27,585,942 — 2,765,136 (6,289,044) 24,062,034 Solar Turbines San Diego, CA 12/31/2019 Office 7,186,694 — 324,221 (881,175) 6,629,740 OES (1) Rancho Cordova, CA 12/31/2019 Office 29,632,580 — 1,616,610 (4,646,438) 26,602,752 $ 508,299,641 $ 4,429,000 $ 15,929,385 $ (47,587,670) $ 481,070,356 (1) Effective December 31, 2022, the Company and Sutter Health agreed to the early termination of the Sutter Health lease. 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 In March 2023, the Company recorded an impairment charge of $3,499,438 related to its property located in Nashville, Tennessee, leased to Cummins Inc. (“Cummins”) through February 29, 2024. The Company determined that an impairment charge was triggered by expectations of a shortened holding period and estimated the property's fair value based upon current market comparables. This property is held for sale as described in Real Estate Investments Held for Sale below. Acquisitions: Nine Months Ended September 30, 2023 During the nine months ended September 30, 2023, the Company acquired 12 industrial manufacturing real estate properties as follows: Property Tenant Location Acquisition Date Land Buildings and Tenant Below- Acquisition Price Plastic Products Princeton, MN 1/26/2023 $ 421,997 $ 5,696,414 $ 553,780 $ (285,139) $ 6,387,052 Stealth Manufacturing Savage, MN 3/31/2023 770,752 4,755,558 — — 5,526,310 Lindsay (1) Gap, PA 4/13/2023 2,125,604 14,454,440 — — 16,580,044 Summit Steel (2) Reading, PA 4/13/2023 1,517,782 9,879,309 — — 11,397,091 PBC Linear Roscoe, IL 4/20/2023 699,198 19,324,780 — — 20,023,978 Cameron Tool Lansing, MI 5/03/2023 246,355 5,530,235 — — 5,776,590 S.J. Electro Systems Detroit Lakes, MN 5/05/2023 1,736,976 4,577,081 — — 6,314,057 S.J. Electro Systems Plymouth, MN 5/05/2023 627,903 1,597,732 — — 2,225,635 S.J. Electro Systems Ashland, OH 5/05/2023 251,233 7,303,978 — — 7,555,211 Titan Alleyton, TX 5/11/2023 2,056,161 15,090,342 — — 17,146,503 Vistech Piqua, OH 7/03/2023 922,310 12,628,622 — — 13,550,932 SixAxis Andrews, SC 7/11/2023 1,228,874 14,241,222 — — 15,470,096 $ 12,605,145 $ 115,079,713 $ 553,780 $ (285,139) $ 127,953,499 (1) In addition, the Company provided a $1,800,000 deposit to fund improvements to the previously acquired Lindsay property in Franklinton, North Carolina. (2) The Company issued 287,516 Class C OP Units (as defined below) valued at $5,175,284 based on an agreed upon value of $18.00 per unit for a portion of the purchase price. During the three and nine months ended September 30, 2023, the Company recognized $3,079,272 and $5,025,967, respectively, of total revenue related to the above-acquired properties. Acquired Properties Lease Expirations: The noncancellable lease terms of the properties acquired during the nine months ended September 30, 2023 are as follows: Property Tenant Lease Expiration Plastic Products 10/31/2028 Stealth Manufacturing 3/31/2043 Lindsay 4/30/2047 Summit Steel 4/30/2043 PBC Linear 4/30/2043 Cameron Tool 5/31/2043 S.J. Electro Systems, for all three properties acquired 5/31/2040 Titan 5/31/2043 Vistech 7/31/2048 SixAxis 7/31/2048 Nine Months Ended September 30, 2022 During the nine months ended September 30, 2022, the Company acquired one retail and 15 industrial manufacturing real estate properties for $162,313,032. These properties are located in 10 states and had a weighted average lease term of approximately 24 years. During the three and nine months ended September 30, 2022, the Company recognized $3,071,407 and $6,703,156, respectively, of total revenue related to these properties. Dispositions: Nine Months Ended September 30, 2023 During the nine months ended September 30, 2023, the Company sold 14 real estate properties as follows: Property Tenant Location Disposition Date Property Type Rentable Square Feet Contract Sale Price (Loss) Gain on Sale Net Proceeds Dollar General Litchfield, ME 8/10/2023 Retail 9,026 $ 1,247,974 $ — (1) $ — (1) Dollar General Wilton, ME 8/10/2023 Retail 9,100 1,452,188 — (1) — (1) Dollar General Thompsontown, PA 8/10/2023 Retail 9,100 1,111,832 — (1) — (1) Dollar General Mt. Gilead, OH 8/10/2023 Retail 9,026 1,066,451 — (1) — (1) Dollar General Lakeside, OH 8/10/2023 Retail 9,026 1,134,522 — (1) — (1) Dollar General Castalia, OH 8/10/2023 Retail 9,026 1,111,832 — (1) — (1) Dollar General Bakersfield, CA 8/10/2023 Retail 18,827 4,855,751 — (1) — (1) Dollar General Big Spring, TX 8/10/2023 Retail 9,026 1,270,665 — (1) — (1) Dollar Tree Morrow, GA 8/10/2023 Retail 10,906 1,293,355 — (1) — (1) PreK Education San Antonio, TX 8/10/2023 Retail 50,000 12,888,169 — (1) — (1) Walgreens Santa Maria, CA 8/10/2023 Retail 14,490 6,081,037 — (1) — (1) exp US Services Maitland, FL 8/10/2023 Office 33,118 5,899,514 — (1) — (1) GSA (MSHA) Vacaville, CA 8/10/2023 Office 11,014 2,586,710 (1,887,040) (1) 39,014,581 (1) EMC Shop Rocklin, CA 8/31/2023 Flex 40,110 5,466,960 178,239 5,459,211 241,795 $ 47,466,960 $ (1,708,801) $ 44,473,792 (1) Represents the combined net loss on sale of $1,887,040 and net proceeds of $39,014,581 for the August 10, 2023 sale of 13 properties to Generation Income Properties, Inc. (NASDAQ: GIPR) (“GIPR”). Nine Months Ended September 30, 2022 During the nine months ended September 30, 2022, the Company sold seven real estate properties (six office properties and one flex property) comprising 343,126 square feet for aggregate contract sales prices of $68,725,000, aggregate gains on sale of $11,527,185 and aggregate net proceeds of $44,482,494, net of commissions, closing costs and repayment of the outstanding mortgages. Asset Concentration: As of September 30, 2023 and December 31, 2022, the Company’s real estate portfolio asset concentration (greater than 10% of total assets) was as follows: September 30, 2023 December 31, 2022 Property Tenant and Location Net Carrying Value Percentage of Net Carrying Value Percentage of KIA, Carson, CA $ 67,591,034 12.5 % $ 68,387,431 15.0 % Rental Income Concentration: During the three and nine months ended September 30, 2023 and 2022, the Company’s rental income concentration (greater than 10% of rental income) was as follows: Three Months Ended September 30, 2023 2022 Property Tenant and Location Rental Income Percentage of Rental Income Percentage of Lindsay, nine properties acquired in: Colorado (three), Ohio (two), Pennsylvania, North Carolina, South Carolina and Florida $ 1,652,422 13.2 % $ 1,204,970 11.7 % KIA, Carson, CA $ 1,289,545 10.3 % $ 1,306,851 12.7 % Nine Months Ended September 30, 2023 2022 Property Tenant and Location Rental Income Percentage of Rental Income Percentage of Lindsay, nine properties acquired in: Colorado (three), Ohio (two), Pennsylvania, North Carolina, South Carolina and Florida $ 4,474,870 12.9 % (1) (1) KIA, Carson, CA $ 3,879,601 11.2 % $ 3,666,632 12.2 % (1) The Lindsay properties represented a source of greater than 10% of total rental income during the nine months ended September 30, 2023 but not the nine months ended September 30, 2022 since eight of the Lindsay properties were acquired on April 19, 2022 and one was acquired on April 13, 2023. 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. 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. Effective April 18, 2023, the Company extended the lease term of its Levins property located in Sacramento, California from September 1, 2023 to December 31, 2024 with a 69% increase in annual rent from $4.14 per square foot to $7.00 per square foot commencing September 1, 2023. On June 29, 2023, the Company leased its property in Rocklin, California (the “Rocklin Property”), which was previously leased to Gap, Inc., to EMC for an initial base annual rent of $441,210, and a lease term of 11.5 years through December 31, 2034. The lease included a purchase option which EMC exercised in August 2023 and EMC completed its purchase of the property on August 31, 2023, which terminated the lease (see Dispositions above). The Company is continuing to explore potential lease extensions for certain of its other properties. As of September 30, 2023, the future minimum contractual rent payments due to the Company under the Company’s non-cancellable operating leases, including lease amendments executed though the date of this report, if any, are as follows: October through December 2023 $ 9,727,190 2024 39,028,622 2025 38,080,113 2026 34,952,446 2027 34,600,851 Thereafter 559,280,654 $ 715,669,876 Intangible Assets, Net Related to the Company's Real Estate As of September 30, 2023 and December 31, 2022, intangible assets, net related to the Company's real estate were as follows: September 30, 2023 December 31, 2022 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 $ 15,929,385 $ 2,485,510 $ (14,364,650) $ 19,499,749 $ 2,485,510 $ (14,378,808) Accumulated amortization (10,684,573) (1,153,052) 5,265,947 (12,722,558) (634,754) 4,703,122 Net $ 5,244,812 $ 1,332,458 $ (9,098,703) $ 6,777,191 $ 1,850,756 $ (9,675,686) The intangible assets acquired in connection with the acquisitions have a weighted average amortization period of approximately 10.6 years as of September 30, 2023. As of September 30, 2023, the amortization of intangible assets for the remaining three months of the current year ending December 31, 2023 and for each of the next four years and thereafter is expected to be as follows: Tenant Origination and Absorption Costs Above-Market Lease Intangibles Below-Market Lease Intangibles October through December 2023 $ 253,294 $ 18,499 $ (230,099) 2024 1,013,175 73,999 (920,395) 2025 815,130 70,712 (920,395) 2026 466,644 54,278 (920,395) 2027 449,972 54,278 (920,395) Thereafter 2,246,597 1,060,692 (5,187,024) $ 5,244,812 $ 1,332,458 $ (9,098,703) Weighted-average remaining amortization period 8.6 years 23.2 years 10.1 years Real Estate Investments Held For Sale As of September 30, 2023, the Company classified its office property located in Nashville, Tennessee that is leased to Cummins as held for sale. The Company’s Rocklin Property formerly leased to Gap, Inc. through February 28, 2023 was the only property held for sale as of December 31, 2022, and it was sold on August 31, 2023 as described in Dispositions above. The following table summarizes the major components of assets and liabilities related to the real estate investments held for sale as of September 30, 2023 and December 31, 2022: September 30, December 31, Assets related to real estate investments held for sale: Land, buildings and improvements $ 11,047,348 $ 6,357,172 Tenant origination and absorption costs 1,558,739 355,252 Accumulated depreciation and amortization (3,977,901) (1,456,699) Real estate investments held for sale, net 8,628,186 5,255,725 Other assets, net 46,158 12,765 Total assets related to real estate investments held for sale: $ 8,674,344 $ 5,268,490 Liabilities related to real estate investments held for sale: Other liabilities, net $ 162,349 $ 117,881 Total liabilities related to real estate investments held for sale: $ 162,349 $ 117,881 |