Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 29, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40814 | ||
Entity Registrant Name | MODIV INDUSTRIAL, INC. | ||
Entity Incorporation, State or Country Code | MD | ||
Entity Tax Identification Number | 47-4156046 | ||
Entity Address, Address Line One | 200 S. Virginia Street | ||
Entity Address, City or Town | Reno | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89501 | ||
City Area Code | (888) | ||
Local Phone Number | 686-6348 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | true | ||
Document Financial Statement Restatement Recovery Analysis [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 104,304,239 | ||
Entity Common Stock, Shares Outstanding | 9,172,755 | ||
Documents Incorporated by Reference | The information that is required to be included in Part III of this Annual Report on Form 10-K is incorporated by reference to the definitive proxy statement to be filed by the registrant within 120 days of December 31, 2023. Only those portions of the definitive proxy statement that are specifically incorporated by reference herein shall constitute a part of this Annual Report on Form 10-K. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001645873 | ||
Class C | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class C Common Stock, $0.001 par value per share | ||
Trading Symbol | MDV | ||
Security Exchange Name | NYSE | ||
Series A Cumulative Redeemable Preferred Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share | ||
Trading Symbol | MDV.PA | ||
Security Exchange Name | NYSE |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Audit Information [Abstract] | ||
Auditor Firm ID | 248 | 23 |
Auditor Name | GRANT THORNTON LLP | BAKER TILLY US, LLP |
Auditor Location | Newport Beach, California | Irvine, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Real estate investments: | ||
Land | $ 104,858,693 | $ 103,657,237 |
Building and improvements | 399,666,781 | 329,867,099 |
Equipment | 4,429,000 | 4,429,000 |
Tenant origination and absorption costs | 15,707,458 | 19,499,749 |
Total investments in real estate property | 524,661,932 | 457,453,085 |
Accumulated depreciation and amortization | (50,901,612) | (46,752,322) |
Total real estate investments, net, excluding unconsolidated investment in real estate property and real estate investments held for sale, net | 473,760,320 | 410,700,763 |
Unconsolidated investment in a real estate property | 10,053,931 | 10,007,420 |
Total real estate investments, net, excluding real estate investments held for sale, net | 483,814,251 | 420,708,183 |
Real estate investments held for sale, net | 11,557,689 | 5,255,725 |
Total real estate investments, net | 495,371,940 | 425,963,908 |
Cash and cash equivalents | 3,129,414 | 8,608,649 |
Tenant deferred rent and other receivables | 12,794,568 | 7,263,202 |
Above-market lease intangibles, net | 1,313,959 | 1,850,756 |
Prepaid expenses and other assets | 4,173,221 | 6,100,937 |
Investment in preferred stock | 11,038,658 | 0 |
Interest rate swap derivative | 2,970,733 | 4,629,702 |
Other assets related to real estate investments held for sale | 103,337 | 12,765 |
Total assets | 530,895,830 | 454,429,919 |
Liabilities and Equity | ||
Mortgage notes payable, net | 31,030,241 | 44,435,556 |
Credit facility revolver | 0 | 3,000,000 |
Credit facility term loan, net | 248,508,515 | 148,018,164 |
Accounts payable, accrued and other liabilities | 4,469,508 | 5,881,738 |
Distributions payable | 12,174,979 | 1,768,068 |
Below-market lease intangibles, net | 8,868,604 | 9,675,686 |
Interest rate swap derivative | 473,348 | 498,866 |
Other liabilities related to real estate investments held for sale | 248,727 | 117,881 |
Total liabilities | 305,773,922 | 213,395,959 |
Commitments and contingencies (Note 11) | ||
Additional paid-in-capital | 292,617,486 | 278,339,020 |
Treasury stock, at cost, 343,510 and 250,153 shares held as of December 31, 2023 and 2022, respectively | (5,290,780) | (4,161,618) |
Cumulative distributions and net losses | (145,551,586) | (117,938,876) |
Accumulated other comprehensive income | 2,658,170 | 3,502,616 |
Total Modiv Industrial, Inc. equity | 144,443,338 | 159,750,904 |
Noncontrolling interest in the Operating Partnership | 80,678,570 | 81,283,056 |
Total equity | 225,121,908 | 241,033,960 |
Total liabilities and equity | 530,895,830 | 454,429,919 |
Series A | ||
Liabilities and Equity | ||
7.375% Series A cumulative redeemable perpetual preferred stock, $0.001 par value, 2,000,000 shares authorized, issued and outstanding as of December 31, 2023 and 2022 with an aggregate liquidation value of $50,000,000 | 2,000 | 2,000 |
Class C | ||
Liabilities and Equity | ||
Common stock, value | 8,048 | 7,762 |
Class S | ||
Liabilities and Equity | ||
Common stock, value | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Preferred Stock | ||
Preferred stock par value (in usd per share) | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 50,000,000 | |
Treasury stock | ||
Treasury stock (in shares) | 343,510 | 250,153 |
Series A | ||
Preferred Stock | ||
Preferred stock, dividend rate, percentage | 7.375% | 7.375% |
Preferred stock par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, shares issued (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, shares outstanding (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, aggregate liquidation value | $ 50,000,000 | $ 50,000,000 |
Class C | ||
Common Stock | ||
Common stock par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 8,048,110 | 7,762,506 |
Common stock, shares outstanding (in shares) | 7,704,600 | 7,512,353 |
Class S | ||
Common Stock | ||
Common stock par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Rental income | $ 46,936,599 | $ 43,822,032 |
Expenses: | ||
General and administrative | 6,642,990 | 7,812,057 |
Stock compensation expense | 11,171,207 | 2,401,022 |
Depreciation and amortization | 15,551,173 | 14,929,574 |
Property expenses | 5,161,017 | 6,547,391 |
Impairment of real estate investment property | 4,387,624 | 2,080,727 |
Impairment of goodwill | 0 | 17,320,857 |
Total expenses | 42,914,011 | 51,091,628 |
(Loss) gain on sale of real estate investments, net | (1,708,801) | 12,196,371 |
Operating income | 2,313,787 | 4,926,775 |
Other (expense) income: | ||
Interest income | 325,888 | 21,910 |
Dividend income | 475,000 | 0 |
Income from unconsolidated investment in a real estate property | 279,549 | 278,002 |
Interest expense, including unrealized loss on interest rate swaps and net of derivative settlements | (13,806,838) | (8,106,658) |
Increase in fair value of investment in preferred stock | 1,418,658 | 0 |
Loss on early extinguishment of debt | 0 | (1,725,318) |
Other | 297,695 | 93,971 |
Other expense, net | (11,010,048) | (9,438,093) |
Net loss | (8,696,261) | (4,511,318) |
Less: net loss attributable to noncontrolling interest in Operating Partnership | 2,082,419 | 1,222,783 |
Net loss attributable to Modiv Industrial, Inc. | (6,613,842) | (3,288,535) |
Preferred stock dividends | (3,687,500) | (3,687,500) |
Net loss attributable to common stockholders | $ (10,301,342) | $ (6,976,035) |
Net loss per share attributable to common stockholders, basic (in usd per share) | $ (1.36) | $ (0.93) |
Net loss per share attributable to common stockholders, diluted (in usd per share) | $ (1.36) | $ (0.93) |
Weighted-average number of common shares outstanding, basic (in shares) | 7,558,833 | 7,487,204 |
Weighted-average number of common shares outstanding, diluted (in shares) | 7,558,833 | 7,487,204 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (8,696,261) | $ (4,511,318) |
Other comprehensive loss: cash flow hedge adjustments | ||
Add: Amortization of unrealized holding gain on interest rate swap | (1,015,151) | 4,039,706 |
Comprehensive loss | (9,711,412) | (471,612) |
Net loss attributable to noncontrolling interest in Operating Partnership | 2,082,419 | 1,222,783 |
Other comprehensive income attributable to noncontrolling interest in Operating Partnership: cash flow hedge adjustments | ||
Unrealized holding gain on interest rate swap designated as a cash flow hedge | 170,705 | (602,487) |
Comprehensive loss attributable to noncontrolling interest in Operating Partnership | 2,253,124 | 620,296 |
Comprehensive (loss) gain attributable to Modiv Industrial, Inc. | $ (7,458,288) | $ 148,684 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) | Total | Cash Distribution | In Kind Distribution | Class C common stock | Class C OP Units | Total Modiv Industrial, Inc. Equity | Total Modiv Industrial, Inc. Equity Cash Distribution | Total Modiv Industrial, Inc. Equity In Kind Distribution | Total Modiv Industrial, Inc. Equity Class C OP Units | Preferred Stock | Preferred Stock Class C OP Units | Class C Common Stock (“CS”) Class C common stock | Additional Paid-in Capital | Additional Paid-in Capital Class C OP Units | Treasury Stock | Cumulative Distributions and Net Losses | Cumulative Distributions and Net Losses Cash Distribution | Cumulative Distributions and Net Losses In Kind Distribution | Cumulative Distributions and Net Losses Class C OP Units | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest in the Operating Partnership | Noncontrolling Interest in the Operating Partnership Cash Distribution | Noncontrolling Interest in the Operating Partnership In Kind Distribution | Noncontrolling Interest in the Operating Partnership Class C OP Units |
Beginning balance (in shares) at Dec. 31, 2021 | 2,000,000 | |||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 222,429,892 | $ 171,826,892 | $ 2,000 | $ 7,491 | $ 273,441,831 | $ 0 | $ (101,624,430) | $ 0 | $ 50,603,000 | |||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 7,490,404 | |||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||||||
Issuance of common stock - distributions reinvestments (in shares) | 210,311 | |||||||||||||||||||||||
Issuance of common stock - distributions reinvestments | 3,490,159 | 3,490,159 | $ 210 | 3,489,949 | ||||||||||||||||||||
Issuance of stock (in shares) | 0 | |||||||||||||||||||||||
Issuance of stock | $ 32,809,550 | $ 0 | $ 0 | $ 0 | $ 32,809,550 | |||||||||||||||||||
Listed offering of common stock, net (in shares) | 40,000 | |||||||||||||||||||||||
Listed offering of common stock, net | 114,500 | 114,500 | $ 40 | 114,460 | ||||||||||||||||||||
Stock compensation expense (in shares) | 21,791 | |||||||||||||||||||||||
Stock compensation expense | 330,000 | 330,000 | $ 21 | 329,979 | ||||||||||||||||||||
OP Units compensation expense | 2,071,022 | 2,071,022 | 2,071,022 | |||||||||||||||||||||
Offering costs | (1,108,221) | (1,108,221) | (1,108,221) | |||||||||||||||||||||
Repurchases of common stock (in shares) | 0 | (250,153) | ||||||||||||||||||||||
Repurchases of common stock | (4,161,618) | (4,161,618) | $ 0 | 0 | $ (4,161,618) | |||||||||||||||||||
Dividends, preferred stock | (3,687,500) | (3,687,500) | (3,687,500) | |||||||||||||||||||||
In kind distribution declared, CS and Class C OP Units | (10,847,609) | $ (9,338,411) | $ (9,338,411) | (1,509,198) | ||||||||||||||||||||
Net loss | (4,511,318) | (3,288,535) | (3,288,535) | (1,222,783) | ||||||||||||||||||||
Other comprehensive income | 4,105,103 | 3,502,616 | 3,502,616 | 602,487 | ||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 2,000,000 | |||||||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 241,033,960 | 159,750,904 | $ 2,000 | $ 7,762 | 278,339,020 | $ (4,161,618) | (117,938,876) | 3,502,616 | 81,283,056 | |||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 7,512,353 | 7,762,506 | ||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | (250,153) | (250,153) | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||||||
Issuance of common stock - distributions reinvestments (in shares) | 178,379 | |||||||||||||||||||||||
Issuance of common stock - distributions reinvestments | $ 2,275,463 | 2,275,463 | $ 179 | 2,275,284 | ||||||||||||||||||||
Issuance of stock (in shares) | 85,072 | |||||||||||||||||||||||
Issuance of stock | 832,082 | $ 5,175,284 | 832,082 | $ 85 | 831,997 | $ 5,175,284 | ||||||||||||||||||
Stock compensation expense (in shares) | 22,153 | |||||||||||||||||||||||
Stock compensation expense | 305,000 | 305,000 | $ 22 | 304,978 | ||||||||||||||||||||
OP Units compensation expense | 10,866,207 | 10,866,207 | 10,866,207 | |||||||||||||||||||||
Repurchases of common stock (in shares) | (93,357) | |||||||||||||||||||||||
Repurchases of common stock | (1,129,162) | (1,129,162) | $ (1,129,162) | |||||||||||||||||||||
Dividends, preferred stock | (3,687,500) | (3,687,500) | (3,687,500) | |||||||||||||||||||||
In kind distribution declared, CS and Class C OP Units | $ (10,476,560) | $ (10,361,454) | $ (8,719,399) | $ (8,591,969) | $ (8,719,399) | $ (8,591,969) | $ (1,757,161) | $ (1,769,485) | ||||||||||||||||
Net loss | (8,696,261) | (6,613,842) | (6,613,842) | (2,082,419) | ||||||||||||||||||||
Other comprehensive income | (1,015,151) | (844,446) | (844,446) | (170,705) | ||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 2,000,000 | |||||||||||||||||||||||
Ending balance at Dec. 31, 2023 | $ 225,121,908 | $ 144,443,338 | $ 2,000 | $ 8,048 | $ 292,617,486 | $ (5,290,780) | $ (145,551,586) | $ 2,658,170 | $ 80,678,570 | |||||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 7,704,600 | 8,048,110 | ||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | (343,510) | (343,510) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (8,696,261) | $ (4,511,318) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 15,551,173 | 14,929,574 |
Stock compensation expense | 11,171,207 | 2,401,022 |
Amortization of deferred rents | (6,232,257) | (3,237,482) |
Amortization of deferred lease incentives | 153,581 | 412,098 |
Write-off and amortization of deferred financing costs and premium/discount | 766,738 | 1,649,930 |
Amortization of (below) above market lease intangibles, net | (807,794) | (1,005,487) |
Impairment of real estate investment property | 4,387,624 | 2,080,727 |
Increase in fair value of investment in preferred stock | (1,418,658) | 0 |
Impairment of goodwill | 0 | 17,320,857 |
Loss (gain) on sale of real estate investments, net | 1,708,801 | (12,196,371) |
Unrealized loss (gain) on interest rate swap valuation | 618,300 | (25,733) |
Gain on extinguishment of interest rate swaps | 0 | (788,016) |
Income from unconsolidated investment in a real estate property | (279,549) | (278,002) |
Distributions from unconsolidated investment in a real estate property | 231,864 | 211,921 |
Changes in operating assets and liabilities: | ||
Decrease in tenant receivables | 386,149 | 140,133 |
(Increase) decrease in prepaid expenses and other assets | (59,297) | 930,343 |
Decrease in accounts payable, accrued and other liabilities | (903,393) | (1,385,375) |
Net cash provided by operating activities | 16,578,228 | 16,648,821 |
Cash Flows from Investing Activities: | ||
Acquisitions of real estate investments | (122,778,215) | (127,144,030) |
Improvements to existing real estate investments | (4,749,686) | (4,353,938) |
Collection of receivable from early termination of lease | 0 | 1,836,767 |
Net proceeds from sale of real estate investments | 34,737,474 | 70,662,287 |
Purchase deposits, net | (811,807) | 84,452 |
Payment of lease incentives | 0 | (2,148,731) |
Net cash used in investing activities | (93,602,234) | (61,063,193) |
Cash Flows from Financing Activities: | ||
Borrowings from credit facility term loan | 100,000,000 | 150,000,000 |
Repayments of credit facility revolver, net | (3,000,000) | (5,022,000) |
Principal payments on mortgage notes payable | (13,315,009) | (130,496,746) |
Payments of deferred financing costs | 0 | (3,638,229) |
Proceeds from offerings of common stock, net | 832,082 | 114,500 |
Payment of offering costs | 0 | (1,108,221) |
Repurchases of common stock | (1,129,162) | (4,161,618) |
Dividends paid to preferred stockholders | (3,687,500) | (3,830,903) |
Net cash provided by (used in) financing activities | 71,544,771 | (5,384,499) |
Net decrease in cash, cash equivalents and restricted cash | (5,479,235) | (49,798,871) |
Cash, cash equivalents and restricted cash, beginning of year | 8,608,649 | 58,407,520 |
Cash, cash equivalents and restricted cash, end of year | 3,129,414 | 8,608,649 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 12,008,801 | 7,768,212 |
Supplemental disclosure of noncash flow information: | ||
Unpaid building improvements | 0 | 522,845 |
Investment in preferred stock from sale of real estate investments | 9,620,000 | 0 |
Issuance of Class C OP Units in the acquisition of a real estate investment | 5,175,284 | 32,809,550 |
Reinvested distributions from common stockholders | 2,265,098 | 3,490,159 |
(Decrease) increase in accrued distributions | 10,407,035 | (27,235) |
(Increase) decrease in real estate investments held for sale | (6,301,964) | 26,255,037 |
(Increase) decrease in assets related to real estate investments held for sale | (90,572) | 775,531 |
Decrease in mortgage notes payable related to real estate investments held for sale | 0 | (21,699,912) |
Increase (decrease) in liabilities related to real estate investments held for sale | 130,846 | (267,850) |
Increase in below-market lease intangibles | 0 | 2,449 |
Class C Common Stock (“CS”) | ||
Cash Flows from Financing Activities: | ||
Distributions paid | (6,426,032) | (5,857,849) |
Class C OP Units | ||
Cash Flows from Financing Activities: | ||
Distributions paid | $ (1,729,608) | $ (1,383,433) |
BUSINESS AND ORGANIZATION
BUSINESS AND ORGANIZATION | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
BUSINESS AND ORGANIZATION | BUSINESS AND ORGANIZATION Modiv Industrial, Inc. (the “Company”) was incorporated on May 15, 2015 as a Maryland corporation. The Company changed its name from Modiv Inc. to Modiv Industrial, Inc., effective August 11, 2023, upon achieving a super-majority of industrial properties in its portfolio. The Company has the authority to issue 450,000,000 shares of stock, consisting of 50,000,000 shares of preferred stock, $0.001 par value per share, of which 2,000,000 shares are designated as 7.375% Series A cumulative redeemable perpetual preferred stock (“Series A Preferred Stock”), 300,000,000 shares of Class C common stock (“Class C Common Stock”), $0.001 par value per share, and 100,000,000 shares of Class S common stock, $0.001 par value per share. The Company's Series A Preferred Stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol MDV.PA and has been trading since September 17, 2021. The Company's Class C Common Stock is listed on the NYSE under the symbol “MDV” and has been trading since February 11, 2022. The Company holds its investments in real property primarily through special purpose limited liability companies which are wholly-owned subsidiaries of Modiv Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”). The Operating Partnership was formed on January 28, 2016. The Company is the sole general partner of, and owned an approximate 68% and 73% partnership interest in, the Operating Partnership as of December 31, 2023 and 2022, respectively. The Operating Partnership's limited partners include holders of several classes of units with various vesting and enhancement terms as further described in Note 12 . As of December 31, 2023, the Company's portfolio of approximately 4.6 million square feet of aggregate leasable space consisted of investments in 44 real estate properties, comprised of 39 industrial properties, including one held for sale and an approximate 72.7% tenant-in-common interest in a Santa Clara, California property (the “TIC Interest”), which represent approximately 76% of the portfolio based on the percentage of annual base rent (“ABR”) as of December 31, 2023, one retail property, which represents approximately 11% of the portfolio by ABR, and four office properties (including one held for sale), which represent approximately 13% of the portfolio by ABR. At the Market Offering On March 30, 2022, the Company filed a Registration Statement on Form S-3 (File No. 333-263985), and on May 27, 2022, the Company filed Amendment No. 1 to the Registration Statement on Form S-3, to issue and sell from time to time, together or separately, the following securities at an aggregate public offering price that will not exceed $200,000,000: Class C Common Stock, preferred stock, warrants, rights and units. The Form S-3, as amended, became effective on June 2, 2022, and the Company filed a prospectus supplement for the Company’s at-the-market offering of up to $50,000,000 of its Class C Common Stock (the “ATM Offering”) on June 6, 2022. On November 13, 2023, the Company filed Supplement No. 1 to the Prospectus Supplement dated June 6, 2022, and to the Prospectus dated June 2, 2022, to reflect the Amended and Restated At Market Issuance Sales Agreement, dated November 13, 2023, and the change in the Company's corporate name. From November 15, 2023 to December 31, 2023, the Company sold and issued 85,072 shares of Class C Common Stock for $1,280,751 net of sales commissions of $26,138, resulting in net proceeds of $832,082 after legal, accounting, investor relations and other offering costs of $448,669 in connection with the ATM Offering. Distribution Reinvestment Plan On February 15, 2022, the Company's board of directors amended and restated the Company's distribution reinvestment plan (the “Second Amended and Restated DRP”) with respect to the Class C Common Stock to change the purchase price at which the Class C Common Stock is issued to stockholders who elect to participate in the Company's distribution reinvestment plan (the “DRP”). The purpose of this change was to reflect the fact that the Company's Class C Common Stock was listed on the NYSE and no longer priced based on net asset value (“NAV”) per share. As more fully described in the Second Amended and Restated DRP, the purchase price for the Class C Common Stock under the DRP depends on whether the Company issues new shares to DRP participants or the Company or any third-party administrator obtains shares to be issued to DRP participants by purchasing them in the open market or in privately negotiated transactions. The purchase price for the Class C Common Stock issued directly by the Company is 97% of the Market Price (as defined in the Second Amended and Restated DRP) of the Class C Common Stock, reflecting a 3% discount (or such other discount as may then be in effect). This discount is subject to change from time to time, in the Company’s sole discretion, but will be between 0% to 5% of the Market Price. The purchase price for the Class C Common Stock that the Company or any third-party administrator purchases from parties other than the Company, either in the open market or in privately negotiated transactions, will be 100% of the “average price per share” (as described in the Second Amended and Restated DRP) actually paid for such shares of Class C Common Stock, excluding any processing fees. The Second Amended and Restated DRP also reflects the $0.05 per share processing fee that will be paid to the Company's transfer agent by DRP participants for each share of Class C Common Stock purchased through the DRP. The Second Amended and Restated DRP was effective beginning with distributions paid in February 2022. From February 15, 2022 through December 31, 2023, the Company issued 357,883 shares of Class C Common Stock under the DRP. Share Repurchase Programs On February 15, 2022, the Company's board of directors authorized up to $20,000,000 in repurchases of the Company's outstanding shares of common stock through December 31, 2022 (“2022 SRP”). Under the 2022 SRP, the Company repurchased an aggregate of 250,153 shares of its Class C Common Stock for an aggregate value of $4,161,618 at an average cost of $16.64 per share. On December 21, 2022, the Company's board of directors authorized up to $15,000,000 in repurchases of the Company's outstanding shares of common stock and Series A Preferred Stock from January 1, 2023 through December 31, 2023 (“2023 SRP”). Repurchases made pursuant to the 2023 SRP were made from time-to-time in the open market. The timing, price and amount of any repurchases were determined by the Company in its discretion and were subject to economic and market conditions, stock price, applicable legal requirements and other factors. Under the 2023 SRP, the Company repurchased an aggregate of 93,357 shares of its Class C Common Stock for an aggregate value of $1,129,162 at an average cost of $12.10 per share. The Company did not repurchase any of its shares of Class C Common Stock during the second half of 2023. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC. The Company's financial statements, and the financial statements of the Operating Partnership, including its wholly-owned subsidiaries, are consolidated in the accompanying consolidated financial statements. The portion of the Operating Partnership which is not wholly-owned by the Company is presented as a noncontrolling interest. All significant intercompany balances and transactions are eliminated in consolidation. The accompanying consolidated financial statements and related notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. In the opinion of the Company’s management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Use of Estimates The preparation of the accompanying consolidated financial statements and the related notes thereto in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in such consolidated financial statements and related notes thereto. These estimates are based on historical experience and, in some cases, assumptions based on current and future market experience. Actual results could differ materially from those estimates. Noncontrolling Interest in Consolidated Entities The Company accounts for the noncontrolling interests in its Operating Partnership in accordance with the related accounting guidance. Due to the Company's exclusive responsibility and discretion in the management and control of the Operating Partnership through its general partnership interest therein, the Operating Partnership, including its wholly-owned subsidiaries, are consolidated with the Company, and the limited partner interests not held by the Company are reflected as noncontrolling interests in the accompanying consolidated balance sheets and statements of equity. As discussed further in Note 12, other than the noncontrolling interests related to “UPREIT” unit transactions completed in January 2022 and April 2023, all noncontrolling interests currently represent non-voting, non-distribution accruing interests with no allocation of profits or losses, but will be automatically converted during the first quarter of 2024 and obtain rights to future distributions and allocation of profits and losses . Revenue Recognition The Company accounts for leases in accordance with FASB Accounting Standards Update (“ASU”) No. 2016-02, Leases ( “ Topic 842 ” ), and the related FASB ASU Nos. 2018-10, 2018-11, 2018-20 and 2019-01, which provide practical expedients, technical corrections and improvements for certain aspects of ASU 2016-02 (collectively, “Topic 842”). As a lessor, the Company's leases with tenants generally provide for the lease of real estate properties, as well as common area maintenance, property taxes and other recoverable costs. Rental income and tenant reimbursements and other lease related property income that meet the requirements of the practical expedient provided by ASU No. 2018-11 have been combined under rental income in the Company's accompanying consolidated statements of operations. The Company recognizes rental income from tenants under operating leases on a straight-line basis over the noncancellable term of the lease when collectability of such amounts is reasonably assured. Recognition of rental income on a straight-line basis includes the effects of rental abatements, lease incentives and fixed and determinable increases in lease payments over the lease term. If the lease provides for tenant improvements, the management of the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or by the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance (including amounts that the tenant can take in the form of cash or a credit against its rent) that is funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term. The Company records tenant reimbursements on a gross basis in instances when its tenants reimburse the Company for lessor costs, including real estate taxes, which the Company incurs. Conversely, the Company records lessor costs on a net basis when these costs are paid directly by the Company's tenants to suppliers and service providers, including taxing authorities, on the Company's behalf. To the extent any tenant responsible for these obligations under the applicable lease defaults on such lease, or if it is deemed probable that the tenant will fail to pay for these obligations, the Company records a liability for such obligations. The Company evaluates the collectability of rents and other receivables on a regular basis based on factors including, among others, payment history, credit rating, the asset type and current economic conditions. If the Company’s evaluation of these factors indicates it may not recover the full value of the receivable, it provides an allowance against the portion of the receivable that it estimates may not be recovered. This analysis requires the Company to determine whether there are factors indicating a receivable may not be fully collectible and to estimate the amount of the receivable that may not be collected. Collectability of Tenant Deferred Rent Receivables The Company's determination of the collectability of tenant receivables includes a binary assessment of whether or not the amounts due under a tenant’s lease agreement are probable of collection. For such amounts that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term. For such amounts that are deemed not probable of collection, revenue is recorded as the lesser of (i) the amount which would be recognized on a straight-line basis or (ii) cash that has been received from the tenant, with any tenant and deferred rent receivable balances charged as a direct write-off against rental income in the period of the change in the collectability determination. In addition, for tenant deferred rent and other receivables deemed probable of collection, the Company also may record an allowance under other authoritative GAAP depending upon the Company's evaluation of the individual receivables, specific credit enhancements, current economic conditions and other relevant factors. Such allowances are recorded as increases or decreases through rental income in the Company's consolidated statements of operations. With respect to tenants in bankruptcy, management makes estimates of the expected recovery of pre-petition and post-petition claims in assessing the estimated collectability of the related receivable. In some cases, the ultimate resolution of these claims can exceed one year. When a tenant is in bankruptcy, the Company will record a bad debt allowance for the tenant’s receivable balance and generally will not recognize subsequent rental income until cash is received or until the tenant is no longer in bankruptcy and has the ability to make rental payments. Gain or Loss on Sale of Real Estate Investments The Company recognizes gain or loss on sale of real estate property when the Company has executed a contract for sale of the property, transferred controlling financial interest in the property to the buyer and determined that it is probable that the Company will collect substantially all of the consideration for the property. The Company's real estate property sale transactions for the years ended December 31, 2023 and 2022 met these criteria at closing. When properties are sold, operating results of the properties prior to the sale remain in continuing operations, and any associated gain or loss from the disposition is included in gain or loss on sale of real estate investments in the Company’s accompanying consolidated statements of operations. Income Taxes The Company has elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes under Section 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The Company expects to operate in a manner that will allow it to continue to qualify as a REIT for U.S. federal income tax purposes. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including meeting various tests regarding the nature of the Company's assets and income, the ownership of the Company's outstanding stock and distribution of at least 90% of the Company’s annual REIT taxable income to its stockholders (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to U.S. federal income tax to the extent it distributes qualifying dividends to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for U.S. federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service (“IRS”) grants the Company relief under certain statutory provisions. The Company has concluded that there are no significant uncertain tax positions requiring recognition in its consolidated financial statements. Neither the Company nor its subsidiaries has been assessed material interest or penalties by any major tax jurisdictions. The Company’s evaluations were performed for the tax years ended December 31, 2023 and 2022. As of December 31, 2023, the returns for calendar years 2020, 2021 and 2022 remain subject to examination by the IRS and some additional years may be subject to examination wherein tax loss carryforwards are utilized and in certain state tax jurisdictions. Treasury Stock The Company accounts for repurchased shares of its Class C Common Stock as treasury stock. Treasury shares are recorded at cost and are included as a component of equity in the Company's accompanying consolidated balance sheets as of December 31, 2023 and 2022. Per Share Data The Company reports both basic earnings per share (“Basic EPS”) and diluted earnings per share (“Diluted EPS”). Basic EPS excludes dilution and is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period. Diluted EPS uses the treasury stock method or the if-converted method, where applicable, to compute for the potential dilution that would occur if dilutive securities or commitments to issue common stock were exercised. For the years ended December 31, 2023 and 2022, the Company presented both Basic EPS and Diluted EPS reflecting its reported net loss attributable to common stockholders (see Note 13 for additional information). Fair Value Measurements and Disclosures Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an existing price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy, which is based on three levels of inputs, the first two of which are considered observable and the last unobservable, that may be used to measure fair value, is as follows: Level 1: quoted prices in active markets for identical assets or liabilities; Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair value for certain financial instruments is derived using valuation techniques that involve significant management judgment. The price transparency of financial instruments is a key determinant of the degree of judgment involved in determining the fair value of the Company’s financial instruments. Financial instruments for which actively quoted prices or pricing parameters are available and for which markets contain orderly transactions will generally have a higher degree of price transparency than financial instruments for which markets are inactive or consist of non-orderly trades. The Company evaluates several factors when determining if a market is inactive or when market transactions are not orderly. The following is a summary of the methods and assumptions used by management in estimating the fair value of each class of financial instrument for which it is practicable to estimate the fair value: Cash and cash equivalents; tenant receivables; prepaid expenses and other assets and accounts payable, accrued and other liabilities. These balances approximate their fair values due to their short maturities. Investment in preferred stock: The Company’s investment in preferred stock is presented at fair value in the accompanying consolidated balance sheet using Level 3 inputs. The preferred stock investment as of the August 10, 2023 closing date for the transaction with Generation Income Properties, Inc. (NASDAQ: GIPR) (“GIPR”) and as of December 31, 2023 has been recorded at fair value by incorporating both the Monte Carlo simulation model and a dividend discount model. These models incorporate risk-free rates, stock prices, yield and volatility. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management with the assistance of an independent third-party valuation specialist. The preferred stock investment as of December 31, 2023 was based on Level 1 inputs since the number of GIPR common shares to be received in redemption of the preferred stock was known (see Notes 3 and 5 for additional information). Derivative instruments : The Company’s derivative instruments are presented at fair value in the accompanying consolidated balance sheets. The valuation of these instruments is determined using a proprietary model that utilizes observable inputs. As such, the Company classifies these inputs as Level 2 inputs. The proprietary model uses the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and volatility. The fair values of interest rate swaps are estimated using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit risks to the contracts, are incorporated in the fair values to account for potential nonperformance risk. Credit facilities : The fair values of the Company’s credit facility approximate the carrying value as their interest rates are variable and based on the secured overnight financing rate (“SOFR”). Mortgage notes payable : The fair value of the Company’s mortgage notes payable is estimated using a discounted cash flow analysis based on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements. Additionally, when determining the fair value of liabilities in circumstances in which a quoted price in an active market for an identical liability is not available, the Company measures fair value using (i) a valuation technique that uses the quoted price of the identical liability when traded as an asset or quoted prices for similar liabilities or similar liabilities when traded as assets or (ii) another valuation technique that is consistent with the principles of fair value measurement, such as the income approach or the market approach. The Company classifies these inputs as Level 3 inputs. Related party transactions: The Company has concluded that it is not practical to determine the estimated fair value of related party transactions. Disclosure rules for fair value measurements require that for financial instruments for which it is not practicable to estimate fair value, information pertinent to those instruments be disclosed. Further information as to these financial transactions with related parties is included in Note 10. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Cash and cash equivalents are stated at cost, which approximates fair value. The Company’s cash and cash equivalents balance may exceed federally insurable limits. The Company mitigates this risk by depositing funds with major financial institutions; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. Real Estate Investments Real Estate Acquisition Valuation The Company records acquisitions that meet the definition of a business as a business combination. If the acquisition does not meet the definition of a business, the Company records the acquisition as an asset acquisition. Under both methods, all assets acquired and liabilities assumed are measured based on their acquisition-date fair values. All real estate acquisitions during the years ended December 31, 2023 and 2022 were treated as asset acquisitions. Transaction costs that are related to a business combination are charged to expense as incurred. Transaction costs that are related to an asset acquisition are capitalized as incurred. The Company assesses the acquisition date fair values of all tangible assets, identifiable intangibles, and assumed liabilities using methods similar to those used by independent appraisers, generally utilizing a discounted cash flow analysis that applies appropriate discount and/or capitalization rates and available market information. Estimates of future cash flows are based on a number of factors, including historical operating results, known and anticipated trends, and market and economic conditions. The fair value of tangible assets of an acquired property considers the value of the property as if it were vacant. The majority of the Company's properties which were acquired during the years ended December 31, 2023 and 2022 were purchased through sale-leaseback transactions. These acquisitions satisfied the requirements of sale-leaseback accounting under ASC 842, Leases . The Company records above-market and below-market in-place lease values for acquired properties based on the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining noncancellable term of above-market in-place leases plus any extended term for any leases with below-market renewal options. The Company amortizes any recorded above-market or below-market lease values as a reduction or increase, respectively, to rental income over the remaining noncancellable terms of the respective lease, including any below-market renewal periods. The Company estimates the value of tenant origination and absorption costs by considering the estimated carrying costs during hypothetical expected lease-up periods, considering current market conditions. In estimating carrying costs, the Company generally includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease up periods. The Company amortizes the value of tenant origination and absorption costs to depreciation and amortization expense over the remaining term of the respective lease. Estimates of the fair values of the tangible assets, identifiable intangibles and assumed liabilities require the Company to make significant assumptions to estimate market lease rates, property-operating expenses, carrying costs during lease-up periods, discount rates, market absorption periods, and the number of years the property will be held for investment. Therefore, the Company classifies these inputs as Level 3 inputs. The use of inappropriate assumptions would result in an incorrect valuation of the Company’s acquired tangible assets, identifiable intangibles and assumed liabilities, which would impact the amount of the Company’s net income (loss). Depreciation and Amortization Real estate costs related to the acquisition and improvement of properties are capitalized and depreciated or amortized over the expected useful life of the asset on a straight-line basis. Repair and maintenance costs include all costs that do not extend the useful life of the real estate asset and are expensed as incurred. Significant replacements and betterments are capitalized. The Company anticipates the estimated useful lives of its assets by class to be generally as follows: ● Buildings 10 - 48 years ● Site improvements Shorter of 15 years or remaining lease term ● Tenant improvements Shorter of 15 years or remaining lease term ● Industrial equipment 20 years ● Tenant origination and absorption costs, and above-/below-market lease intangibles Remaining lease term Impairment of Investment in Real Estate Properties The Company monitors events and changes in circumstances that could indicate that the carrying amounts of investments in real estate properties may not be recoverable. When indicators of potential impairment are present that indicate that the carrying amounts of investments in real estate properties may not be recoverable, management assesses whether the carrying value of the investments in real estate properties will be recovered through the future undiscounted operating cash flows expected from the use of and eventual disposition of the property. If, based on the analysis, the Company does not believe that it will be able to recover the carrying value of the investments in real estate properties, the Company records an impairment charge to the extent the carrying value exceeds the estimated fair value of the investments in real estate properties. The valuation of impaired assets is determined using techniques including discounted cash flow analysis, analysis of recent comparable sales transactions and purchase offers received from third parties, which are Level 3 inputs. When estimating the fair value of the Company's real estate investment, consideration may be given to a single valuation technique or multiple valuation techniques, as appropriate. Estimating future cash flows is highly subjective and estimates can differ materially from actual results. Leasing Costs The Company accounts for leasing costs under Topic 842. Initial direct costs include only those costs that are incremental to the lease arrangement and would not have been incurred if the lease had not been obtained. The Company amortizes third-party leasing commissions over the life of lease or lease term extension and charges internal leasing costs and third-party legal leasing costs to expense as incurred. These expenses are included in property expenses in the Company's consolidated statements of operations. Real Estate Investments Held for Sale The Company generally considers a real estate investment to be “held for sale” when the following criteria are met as of the balance sheet date: (i) management commits to a plan to sell the property, (ii) the property is available for sale immediately, (iii) the property is actively being marketed for sale at a price that is reasonable in relation to its current fair value, (iv) the sale of the property within one year is considered probable and (v) significant changes to the plan to sell are not expected. Real estate that is held for sale and its related assets are classified as “real estate investments held for sale, net” and “other assets related to real estate investments held for sale,” respectively, in the accompanying consolidated balance sheets. Other liabilities related to real estate investments held for sale are classified as “other liabilities related to real estate investments held for sale” in the accompanying consolidated balance sheets. Real estate investments classified as held for sale are no longer depreciated and are reported at the lower of their carrying value or their estimated fair value less estimated costs to sell. Operating results of properties that were classified as held for sale in the ordinary course of business are included in continuing operations in the Company’s accompanying consolidated statements of operations. Unconsolidated Investment in a Real Estate Property The Company accounts for investments in an entity over which the Company has the ability to exercise significant influence under the equity method of accounting. Under the equity method of accounting, an investment is initially recognized at cost and is subsequently adjusted to reflect the Company’s share of earnings or losses of the investee. The investment is also increased for additional amounts invested and decreased for any distributions received from the investee. Equity method investment is reviewed for impairment whenever events or circumstances indicate that the carrying amount of the investment might not be recoverable. If an equity method investment is determined to be other-than-temporarily impaired, the investment is reduced to fair value and an impairment charge is recorded as a reduction to earnings. The Company's unconsolidated investment is in the form of its share in the ownership of a real estate property where the equity method of accounting is applied. Other Investments The Company has insignificant investments through simple agreements for future equity (“SAFE”) in two entities that it made when the Company was in the crowdfunding business. These SAFE investments provide that the Company will automatically receive shares of the entities based on the conversion rate of any future equity rounds up to a valuation cap. The investments are included in prepaid expenses and other assets in the accompanying consolidated balance sheets. The Company has recorded these investments at cost. No impairment has been recorded for the years ended December 31, 2023 and 2022. Deferred Financing Costs Deferred financing costs represent commitment fees, mortgage loan and line of credit fees, legal fees, and other third-party costs associated with obtaining financing and are presented on the Company's balance sheet as a direct deduction from the carrying value of the associated debt liabilities. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are generally expensed when the associated debt is refinanced or repaid before maturity unless specific rules are met that would allow for the carryover of such costs. Costs incurred in seeking financing transactions that do not close are expensed in the period in which it is determined that the financing will not close. Unamortized deferred financing costs related to mortgage notes payable are presented as a reduction to the outstanding balance of mortgage notes payable in the Company's consolidated balance sheets. Unamortized deferred financing costs related to revolving credit facilities are presented as an asset under prepaid expenses and other assets in the Company's consolidated balance sheets. Derivative Instruments and Hedging Activities The Company enters into derivative instruments for risk management purposes to hedge its exposure to cash flow variability caused by changing interest rates on its variable rate debt. The Company does not enter into derivatives for speculative purposes. The Company records derivative instruments at fair value on its accompanying consolidated balance sheets. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. If the Company elects to designate a derivative in a hedging relationship and the hedging relationship satisfies the criteria necessary to apply hedge accounting, the derivative is designated as a cash flow hedge and the unrealized holding gain or loss on the interest rate swap is presented in comprehensive (loss) income and accumulated other comprehensive income in the Company's accompanying consolidated statements of comprehensive (loss) income and consolidated balance sheets, respectively. If the derivative instrument does not meet the hedge accounting criteria, the change in the fair value of the derivative is recorded as a gain or loss on the interest rate swap and included in interest expense, net of derivative settlements and unrealized gain on interest rate swaps in the Company's accompanying consolidated statements of operations. Gains or losses from derivative instruments are presented in the Company's accompanying consolidated statements of cash flows under adjustments to reconcile net loss to net cash provided by operating activities. The Company has entered into interest rate swaps as a fixed rate payer to mitigate its exposure to rising interest rates on its variable rate term loan. The value of interest rate swaps is primarily impacted by interest rates, market expectations about interest rates, and the remaining life of the instrument. In general, increases in interest rates, or anticipated increases in interest rates, will increase the value of the fixed rate payer position and decrease the value of the variable rate payer position. As the remaining life of the interest rate swap decreases, the value of both positions will generally move towards zero. The Company may enter into derivative contracts that are intended to economically hedge certain risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. Distribution Reinvestment Plan The Company adopted the DRP through which common stockholders may elect to reinvest the distributions declared on their shares in additional shares of the Company’s common stock in lieu of receiving cash distributions. Under the DRP, stockholders electing to participate in the DRP must reinvest all (as opposed to only a portion of) cash distributions in shares of the Company Class C Common Stock (see Note 1 for more details on the Second Amended and Restated DRP). Restricted Operating Partnership Unit Awards Historically, the fair values of the restricted Operating Partnership's unit awards issued or granted by the Company were based on the estimated NAV per share (unaudited) of the Company’s common stock on the date of issuance or grant, adjusted for an illiquidity discount due to the illiquid nature of the underlying equity prior to the listing of the Company's Class C Common Stock on the NYSE. The fair value of future grants of restricted Operating Partnership unit awards will be determined based |
REAL ESTATE INVESTMENTS
REAL ESTATE INVESTMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Real Estate [Abstract] | |
REAL ESTATE INVESTMENTS | REAL ESTATE INVESTMENTS As of December 31, 2023, the Company’s real estate investment portfolio consisted of 44 operating properties located in 16 states, comprised of 39 industrial properties (including one property held for sale and the TIC Interest in a Santa Clara, California industrial property one retail property and four office properties (including one property held for sale). Acquisitions: Year Ended December 31, 2023 During the year ended December 31, 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 5/3/2023 246,355 5,530,235 — — 5,776,590 S.J. Electro Systems Detroit Lakes, MN 5/5/2023 1,736,976 4,577,081 — — 6,314,057 S.J. Electro Systems Plymouth, MN 5/5/2023 627,903 1,597,732 — — 2,225,635 S.J. Electro Systems Ashland, OH 5/5/2023 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 7/3/2023 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) Includes a $1,800,000 advance to fund improvements to the previously acquired Lindsay property in Franklinton, North Carolina, which was initially recorded as a construction advance in prepaid expenses and other assets (see Note 6 for the remaining balance as of December 31, 2023). (2) The Company issued 287,516 Class C OP Units (as defined in Note 12 ) 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 year ended December 31, 2023, the Company recognized $8,155,376 of total revenue related to the above-acquired properties. Acquired Properties Lease Expirations The noncancellable lease terms of the properties acquired during the year ended December 31, 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 Year Ended December 31, 2022 During the year ended December 31, 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 year ended December 31, 2022, the Company recognized $10,031,082 of total revenue related to the above-acquired properties. Dispositions: Year Ended December 31, 2023 During the year ended December 31, 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) 38,902,508 (1) EMC Shop Rocklin, CA 8/31/2023 Flex 40,110 5,466,960 178,239 5,454,966 241,795 $ 47,466,960 $ (1,708,801) $ 44,357,474 (1) Represents the combined net loss on sale of $1,887,040 and net proceeds of $38,902,508 for the August 10, 2023 sale of 13 properties to GIPR. Year Ended December 31, 2022 During the year ended December 31, 2022, the Company sold eight real estate properties (six office properties, one retail and one flex property) comprising 346,979 square feet for aggregate contract sales prices of $73,038,045, aggregate gains on sale of $12,196,371 and aggregate net proceeds of $48,655,777, net of commissions, closing costs and repayment of the outstanding mortgages. 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 market comparables at that time. In December 2023, the Company recorded an additional impairment charge of $888,186, for a total of $4,387,624, based on the sale agreement executed on December 15, 2023. The impairment charge represents the excess of the property's carrying value over the property's contracted sale price less estimated selling costs for the sale that was completed on February 28, 2024. This property is held for sale as described in Real Estate Investments Held for Sale below. In December 2022, the Company recorded an impairment charge of $2,080,727 related to its property located in Rocklin, 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 represented the excess of the property's carrying value over the property's estimated sale price less estimated selling costs for the planned sale. The property was sold on August 31, 2023 (see Dispositions above). Asset Concentration: As of December 31, 2023 and 2022, the Company’s real estate portfolio asset concentration (greater than 10% of total assets) was as follows: December 31, 2023 December 31, 2022 Property and Location Net Carrying Value Percentage of Net Carrying Value Percentage of KIA/Trophy of Carson, Carson, CA $ 67,325,569 12.7 % $ 68,387,431 15.0 % Rental Income Concentration: During the year ended December 31, 2023 and 2022, the Company’s rental income concentration (greater than 10% of rental income) was as follows: Year Ended December 31, 2023 Year Ended December 31, 2022 Property 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 $ 6,124,877 13.0 % (1) (1) KIA/Trophy of Carson, Carson, CA $ 5,168,346 11.0 % $ 4,958,483 11.3 % Sutter Health, Rancho Cordova, CA (2) $ — — % $ 6,318,265 14.4 % (1) The Lindsay properties represented a source of greater than 10% of total rental income during the year ended December 31, 2023, but not the year ended December 31, 2022, since eight of the Lindsay properties were acquired on April 19, 2022 and one was acquired on April 13, 2023. (2) Includes early termination fee of $3,751,984 in 2022. 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. Except for properties leased to Solar Turbines in San Diego, California and State of California's Office of Emergency Services in Rancho Cordova, California, all of the Company's operating leases contain options to extend the lease term for varying durations of multiple years. 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. Effective April 18, 2023, the Company extended the lease term of its property in Sacramento, California leased to Highline Warren LLC as successor in interest to Levins Auto Supply, LLC (“Levins”) 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. The property is classified as held for sale as of December 31, 2023, and was sold on January 10, 2024. On June 29, 2023, the Company leased its property in Rocklin, California, which was previously leased to Gap, Inc., to The EMC Shop, LLC (“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). As of December 31, 2023, the future minimum contractual rent payments due to the Company under the Company’s non-cancellable operating leases, excluding rents for periods subsequent to sales are as follows: 2024 $ 37,916,541 2025 37,472,337 2026 34,329,475 2027 33,962,306 2028 34,220,325 Thereafter 514,095,972 $ 691,996,956 Intangible Assets, Net Related to the Company's Real Estate: As of December 31, 2023 and 2022, intangible assets, net related to the Company’s real estate were as follows: December 31, 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 $ 15,707,458 $ 1,559,546 $ (14,364,650) $ 19,499,749 $ 2,485,510 $ (14,378,808) Accumulated amortization (10,715,945) (245,587) 5,496,046 (12,722,558) (634,754) 4,703,122 Net amount $ 4,991,513 $ 1,313,959 $ (8,868,604) $ 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 10.4 years as of December 31, 2023. As of December 31, 2023, 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 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) 2028 429,884 54,278 (910,052) Thereafter 1,816,708 1,006,414 (4,276,972) $ 4,991,513 $ 1,313,959 $ (8,868,604) Weighted-average remaining amortization period 8.5 years 23.1 years 9.9 years Real Estate Investments Held For Sale: As of December 31, 2023, the Company classified its industrial property located in Sacramento, California that was leased to Levins and its office property located in Nashville, Tennessee that was leased to Cummins as held for sale properties which were sold on January 10, 2024 and February 28, 2024, respectively, as discussed in detail in Note 14 - Subsequent Events. The Company’s Rocklin, California 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 real estate investments held for sale as of December 31, 2023 and 2022: December 31, 2023 2022 Assets related to real estate investments held for sale: Land, buildings and improvements $ 14,590,062 $ 6,357,172 Tenant origination and absorption costs 1,779,156 355,252 Accumulated depreciation and amortization (4,811,529) (1,456,699) Real estate investments held for sale, net 11,557,689 5,255,725 Other assets, net 103,337 12,765 Total assets related to real estate investments held for sale: $ 11,661,026 $ 5,268,490 Liabilities related to real estate investments held for sale: Other liabilities, net $ 248,727 $ 117,881 Total liabilities related to real estate investments held for sale: $ 248,727 $ 117,881 |
UNCONSOLIDATED INVESTMENT IN A
UNCONSOLIDATED INVESTMENT IN A REAL ESTATE PROPERTY | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
UNCONSOLIDATED INVESTMENT IN A REAL ESTATE PROPERTY | UNCONSOLIDATED INVESTMENT IN A REAL ESTATE PROPERTY The Company’s unconsolidated investment in a real estate property as of December 31, 2023 and 2022, is as follows: December 31, 2023 2022 The TIC Interest $ 10,053,931 $ 10,007,420 The Company’s income from unconsolidated investment in a real estate property for the years ended December 31, 2023 and 2022, is as follows: Years Ended December 31, 2023 2022 The TIC Interest $ 279,549 $ 278,002 During 2017, the Company, through a wholly-owned subsidiary of the Operating Partnership, acquired an approximate 72.7% TIC Interest. The remaining approximate 27.3% undivided interest in the Santa Clara, California property is held by third parties. The Santa Clara, California property does not qualify as a variable interest entity and consolidation is not required as the Company's TIC Interest does not control the property. Therefore, the Company accounts for the TIC Interest using the equity method. The property lease expiration date is March 16, 2026, and the lease provides for three five-year renewal options. The Company receives an approximate 72.7% of the cash flow distributions and recognizes approximately 72.7% of the results of operations. During the years ended December 31, 2023 and 2022, the Company received $231,864 and $211,921 in cash distributions, respectively. The distributions in both years were less than 2021 and prior years due to the establishment and use of cash reserves to fund a roof replacement project which is now complete. The following is summarized financial information for the Santa Clara, California property as of and for the years ended December 31, 2023 and 2022: December 31, 2023 2022 Assets: Real estate investments, net $ 28,563,746 $ 29,294,081 Cash and cash equivalents 482,653 300,405 Other assets 79,639 43,159 Total assets $ 29,126,038 $ 29,637,645 Liabilities: Mortgage notes payable, net $ 12,642,798 $ 12,936,929 Below-market lease, net 2,367,812 2,514,199 Other liabilities 287,989 424,662 Total liabilities 15,298,599 15,875,790 Total equity 13,827,439 13,761,855 Total liabilities and equity $ 29,126,038 $ 29,637,645 Years Ended December 31, 2023 2022 Total revenue $ 2,730,578 $ 2,749,939 Operating expenses: Depreciation and amortization 1,040,586 1,068,685 Other expenses 777,953 759,126 Total operating expenses 1,818,539 1,827,811 Operating income 912,039 922,128 Interest expense 527,567 539,784 Net income $ 384,472 $ 382,344 |
INVESTMENT IN PREFERRED STOCK
INVESTMENT IN PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT IN PREFERRED STOCK | INVESTMENT IN PREFERRED STOCK The Company’s investment in preferred stock as of December 31, 2023 is as follows: December 31, 2023 Liquidation value of GIPR preferred stock $ 12,000,000 Adjustment to reduce liquidation value to fair value (2,380,000) Fair value of GIPR preferred stock as of August 10, 2023 9,620,000 Increase in fair value of preferred stock between August 10, 2023 and December 31, 2023 1,418,658 Fair value of GIPR preferred stock as of December 31, 2023 $ 11,038,658 As discussed in Note 3 , on August 10, 2023, the Company disposed of 13 properties consisting of 11 retail properties and two office properties in a sale to GIPR. These 13 properties were sold for $42,000,000 with $30,000,000 paid in cash and the remaining $12,000,000 paid in 2,400,000 shares of GIPR’s newly-created Series A Redeemable Preferred Stock (the “GIPR Preferred Stock”) with a liquidation preference of $5.00 per share and an annual dividend yield of 9.5% from August 10, 2023 to August 9, 2024, and an annual dividend rate of 12.0% thereafter. The investment in GIPR Preferred Stock does not qualify as a variable interest entity since GIPR is a publicly owned REIT with a majority of independent directors. The Company's investment gives it no voting or control of GIPR, therefore, consolidation is not required. The Company elected to record its investment in preferred stock at fair value. The fair value at the closing date of the sale was included in the net proceeds from sale to determine the loss on sale. The increase in fair value between August 10, 2023, and December 31, 2023, is reflected in other income (expense). Subject to the terms and conditions of the GIPR preferred stock, GIPR had the option to redeem the GIPR preferred stock (a) for cash, at any time, at a redemption price equal to $5.00 per share plus an amount equal to all dividends accrued and unpaid or (b) from the original issuance date until March 15, 2024, for a number of shares of GIPR common stock equal to $5.00 per share plus an amount equal to all dividends accrued and unpaid divided by the product of (i) the volume weighted average price (“VWAP”) per share of GIPR common stock for the 60 days of trading prior to GIPR’s redemption notice and (ii) 110%. Under the terms and conditions of the GIPR preferred stock, the Company expected to receive between 2,200,000 and 3,000,000 shares of GIPR common stock upon redemption of the GIPR preferred stock. On December 29, 2023, GIPR notified the Company of its intent to exercise its right to redeem all 2,400,000 shares of the GIPR Preferred Stock for 2,794,597 GIPR common shares on January 31, 2024. On December 29, 2023, the Company’s board of directors declared a distribution of 0.28 shares of GIPR common stock for each share or unit of the Company’s common stock or Class C OP Units (as defined in Note 12 |
OTHER BALANCE SHEET DETAILS
OTHER BALANCE SHEET DETAILS | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
OTHER BALANCE SHEET DETAILS | OTHER BALANCE SHEETS DETAILS Tenant Receivables As of December 31, 2023 and 2022, tenant receivables consisted of the following: December 31, 2023 2022 Straight-line rent $ 12,474,137 $ 6,607,220 Tenant rent and billed reimbursements 107,635 196,477 Unbilled tenant reimbursements 212,796 459,505 Total $ 12,794,568 $ 7,263,202 Prepaid Expenses and Other Assets As of December 31, 2023 and 2022, prepaid expenses and other assets were comprised of the following: December 31, 2023 2022 Prepaid expenses and other receivables and assets $ 1,897,285 $ 1,880,229 Construction advances (1) 1,352,355 540,548 Deferred financing costs on credit facility revolver 748,662 1,115,354 Deferred tenant allowance (2) 174,919 2,564,806 Total $ 4,173,221 $ 6,100,937 (1) The balance as of December 31, 2023 and 2022 represents advances for improvements to be made to the Lindsay property in Franklinton, North Carolina and the Lindsay property in Dacono, Colorado, respectively. (2) Deferred tenant balances for the Pre-K Education and Walgreens leases were disposed in the August 10, 2023 sale transaction. Accounts Payable, Accrued and Other Liabilities As of December 31, 2023 and 2022, accounts payable, accrued and other liabilities were comprised of the following: December 31, 2023 2022 Accounts payable $ 562,647 $ 1,001,411 Accrued expenses 1,202,115 2,163,821 Accrued interest payable 358,777 285,392 Unearned rent 2,159,281 1,870,057 Lease incentive obligation 186,688 561,057 Total $ 4,469,508 $ 5,881,738 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The breakdown of debt as of December 31, 2023 and 2022 is as follows: December 31, Collateral 2023 2022 Mortgage notes payable, net $ 31,030,241 $ 44,435,556 Credit facility: Revolver — 3,000,000 Term loan, net 248,508,515 148,018,164 Total $ 279,538,756 $ 195,453,720 Mortgage Notes Payable, Net As of December 31, 2023 and 2022, the Company’s mortgage notes payable consisted of the following: Collateral 2023 Principal Balance 2022 Principal Balance Interest Rate (1) Loan Costco property $ 18,850,000 $ 18,850,000 4.85% 1/1/2030 Taylor Fresh Foods property 12,350,000 12,350,000 3.85% 11/1/2029 OES property (2) — 13,315,009 4.50% 3/9/2024 Total mortgage notes payable 31,200,000 44,515,009 Plus unamortized mortgage premium, net (3) — 119,245 Less unamortized deferred financing costs (169,759) (198,698) Mortgage notes payable, net $ 31,030,241 $ 44,435,556 (1) Represents the contractual interest rate in effect under the mortgage notes payable as of December 31, 2023. (2) During August and September 2023, the Company prepaid an aggregate of $10,000,000 principal amount of the mortgage on the OES property following the dispositions completed in August 2023. The Company repaid the remaining balance of this mortgage on December 29, 2023. (3) Represents unamortized net mortgage premium acquired through the merger with Rich Uncles Real Estate Investment Trust I on December 31, 2019 related to the OES property mortgage loan, which was repaid during 2023. The following summarizes the face value, carrying amount and fair value of the Company’s mortgage notes payable (Level 3 measurement) as of December 31, 2023 and 2022, respectively: 2023 2022 Face Value Carrying Fair Value Face Value Carrying Fair Value Mortgage notes payable $ 31,200,000 $ 31,030,241 $ 27,999,621 $ 44,515,009 $ 44,435,556 $ 41,293,644 Disclosures of the fair values of financial instruments are based on pertinent information available to the Company as of the period end and require a significant amount of judgment. The actual value could be materially different from the Company’s estimate of value. Credit Facility, Net Our Operating Partnership entered into an agreement for a line of credit (the “Credit Agreement”) on January 18, 2022 which was amended on October 21, 2022, and currently provides a $400,000,000 line of credit comprised of a $150,000,000 four-year revolving line of credit, which may be extended by up to 12 months subject to certain conditions (the ‘‘Revolver’’), and a $250,000,000 five-year term loan (the ‘‘Term Loan’’ and together with the ‘‘Revolver,’’ the ‘‘Credit Facility’’) with KeyBank and the other lending institutions party thereto (collectively, the ‘‘Lenders’’), including KeyBank as Agent for the Lenders (in such capacity, the ‘‘Agent’’), BMO Capital Markets, Truist Bank and The Huntington National Bank as Co-Syndication Agents (the “Co-Syndication Agents”) and KeyBanc Capital Markets Inc., BMO Capital Markets, Inc., Truist Securities, Inc. and The Huntington National Bank as Joint-Lead Arrangers (the “Lead Arrangers”). The Credit Facility is available for general corporate purposes, including, but not limited to, acquisitions, repayment of existing indebtedness and capital expenditures. The Credit Facility includes an accordion option that allows the Company to request additional Revolver and Term Loan lender commitments up to a total of $750,000,000 subject to customary conditions, including the receipt of new commitments from the Lenders. The Company's Revolver maturity is in January 2026 with options to extend for a total of 12 months, and the Term Loan’s maturity is in January 2027. On December 20, 2022, the Credit Agreement was amended to allow the Company to draw on the additional $100,000,000 Term Loan commitment up to five times between December 20, 2022 and April 19, 2023, in exchange for a quarterly unused fee, which amounted to $99,514 and $6,944 during the years ended December 31, 2023 and 2022, respectively. The Company drew $20,000,000 and the remaining $80,000,000 of the delayed draw Term Loan during the first and second quarters of 2023, respectively. The Credit Facility is priced on a leverage-based grid that fluctuates based on the Company’s actual leverage ratio at the end of the prior quarter. With the Company's leverage ratio at 48% as of September 30, 2023, the spread over SOFR, including a 10-basis point credit adjustment, is 185 basis points and the interest rate on the Revolver was 7.1625% on December 31, 2023; however, there was no outstanding balance on the Revolver. The Company also pays an annual unused fee of up to 25 basis points on the Revolver, depending on the daily amount of the unused commitment, and incurred total unused fees of $378,816 and $200,578 for the years ended December 31, 2023 and 2022, respectively. On May 10, 2022, the Company entered into a swap agreement, effective from May 31, 2022 to January 17, 2027, subject to the Company counterparty’s one-time cancellation option on December 31, 2024, to fix SOFR at 2.258% with respect to its original $150,000,000 Term Loan. The Company granted the cancellation option because it reduced the swap rate by approximately 50 basis points. The Company has begun, and intends to further explore various alternatives available to extend or restructure the cancellation option. This swap agreement resulted in a fixed interest rate on the Term Loan of 4.058% based on the Company's leverage ratio of 48% as of December 31, 2023. On October 26, 2022, the Company entered into a swap agreement, effective from November 30, 2022 to November 30, 2027, subject to the Company counterparty’s one-time cancellation option on December 31, 2024, to fix SOFR at 3.44% with respect to its expanded Term Loan. The Company granted the cancellation option because it reduced the swap rate by approximately 50 basis points. This swap agreement resulted in a fixed interest rate of 5.240% on the additional $100,000,000 borrowed under the expanded Term Loan based on the Company's leverage ratio of 48% as of December 31, 2023. The Credit Facility includes customary representations, warranties and covenants, including covenants regarding minimum fixed charge coverage of 1.50x, minimum tangible net worth of $208,629,727 plus 85% of net offering proceeds after January 18, 2022, and maximum consolidated leverage of 60%. The Credit Facility is secured by a pledge of all of the Operating Partnership’s equity interests in certain of the single-purpose, property-owning entities (the ‘‘Subsidiary Guarantors’’) that are indirectly owned by the Company, and various cash collateral owned by the Operating Partnership and the Subsidiary Guarantors. In connection with the Credit Facility, the Company and each of the Subsidiary Guarantors entered into an Unconditional Guaranty of Payment and Performance in favor of the Agent, pursuant to which the Company and each of the Subsidiary Guarantors agreed to guarantee the full and prompt payment of the Operating Partnership’s obligations under the Credit Agreement. The Company is targeting leverage of 40% or lower over the long-term once it achieves scale; however, the Company increased its borrowings during 2023 in order to execute attractive acquisition opportunities resulting in leverage of 48% as of December 31, 2023. The Company may have higher leverage in the near or medium-term if it identifies attractive acquisition opportunities in advance of completing dispositions or raising additional equity. Compliance with All Debt Agreements Pursuant to the terms of mortgage notes payable on certain of the Company’s properties and the Credit Facility, the Company and/or the subsidiary borrowers are subject to certain financial loan covenants. The Company and/or the subsidiary borrowers were in compliance with such financial loan covenants as of December 31, 2023. Future Principal Repayments The following summarizes the future principal repayments of the Company’s mortgage notes payable and Credit Facility as of December 31, 2023: December 31, 2023 Mortgage Notes Credit Facility Revolver Term Loan Total 2024 $ 269,616 $ — $ — $ 269,616 2025 543,886 — — 543,886 2026 568,369 — — 568,369 2027 593,972 — 250,000,000 250,593,972 2028 618,277 — — 618,277 Thereafter 28,605,880 — — 28,605,880 Total principal 31,200,000 — 250,000,000 281,200,000 Less: deferred financing costs, net (169,759) — (1,491,485) (1,661,244) Total $ 31,030,241 $ — $ 248,508,515 $ 279,538,756 Interest Expense, Including Unrealized Loss on Interest Rate Swaps and Net of Derivative Settlements The following is a reconciliation of the components of interest expense including unrealized (loss) gain on valuation of interest rate swaps, net of derivative settlements for the years ended December 31, 2023 and 2022: Years Ended December 31, 2023 2022 Mortgage notes payable: Interest expense $ 1,719,314 $ 2,235,203 Amortization of deferred financing costs 28,940 28,928 Credit facility: Interest expense 15,463,035 5,155,890 Unused commitment fees 479,997 207,522 Amortization of deferred financing costs 857,043 541,038 Swap derivatives: Derivative cash settlements (1) (5,679,720) (262,888) Unrealized loss (gain) on interest rate swap valuation for first swap (2) 1,658,969 (589,995) Amortization of unrealized (gain) loss on interest rate swap valuation (2) (1,015,151) 65,397 Unrealized (gain) loss on interest rate swap valuation for second swap (3) (25,518) 498,865 Other 319,929 226,698 Total interest expense $ 13,806,838 $ 8,106,658 (1) The Company entered into two swap transaction instruments for its (i) original $150,000,000 Credit Facility Term Loan (first swap) effective May 31, 2022, and (ii) its additional $100,000,000 expanded Term Loan (second swap) effective November 30, 2022, respectively, as described in detail in Note 8 . (2) Due to the Company's $150,000,000 derivative instrument's failure to qualify as a cash flow hedge because it was deemed ineffective for the year ended December 31, 2023, as described in Note 8 , the $1,658,969 loss on the swap valuation for the year ended December 31, 2023, is recognized as an increase in interest expense and the unrealized gain on interest rate swap derivative previously recorded in accumulated other comprehensive income and noncontrolling interest in operating partnership is being amortized on a straight-line basis as a reduction to interest expense through the maturity date of the loan agreement (see Note 8 for more details). (3) The Company's $100,000,000 derivative instrument was not designated as a cash flow hedge and, therefore, the $25,518 gain in the valuation of this swap for the year ended December 31, 2023, respectively, is reflected as a reduction in interest expense (see Note 8 for more details). |
INTEREST RATE SWAP DERIVATIVES
INTEREST RATE SWAP DERIVATIVES | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
INTEREST RATE SWAP DERIVATIVES | INTEREST RATE SWAP DERIVATIVES The Company, through its Operating Partnership, entered into a five-year swap agreement on May 10, 2022 to fix SOFR at 2.258% effective May 31, 2022 related to the variable interest rate on its original $150,000,000 Term Loan. The swap agreement matures on January 15, 2027 and the financial institution counterparty has a one-time option to cancel the swap on December 31, 2024. The Company designated the pay-fixed, receive-floating interest rate swap with the terms described in the table below as of July 1, 2022 as a cash flow hedge which was effective through December 31, 2022. The derivative instrument failed to qualify as a cash flow hedge during the year ended December 31, 2023 as described below. The Company has begun, and intends to further explore various alternatives available to extend or restructure the cancellation option. The Company, through its Operating Partnership, entered into another five-year swap agreement on October 26, 2022 to fix SOFR at 3.440% effective November 30, 2022 related to the variable interest rate on its additional $100,000,000 Term Loan commitment. The Company did not designate the pay-fixed, receive-floating interest rate swap with the terms described in the table below as of November 30, 2022, as a cash flow hedge. The swap agreement matures on November 30, 2027, and the financial institution counterparty has a one-time option to cancel the swap on December 31, 2024. The following table summarizes the notional amount and other information related to the Company’s interest rate swaps as of December 31, 2023 and 2022. December 31, 2023 December 31, 2022 Interest Rate Derivative Number of Notional Amount (i) Reference Weighted Weighted Number Notional Amount (i) Reference Weighted Weighted Designated — $ — USD - SOFR — % 0 years 1 $ 150,000,000 USD - SOFR 4.06 % 4.1 years Non-designated 2 $ 250,000,000 USD - SOFR 4.53 % 3.0 years 1 $ 100,000,000 USD - SOFR 5.24 % 4.1 years (i) The notional amount of the Company’s swaps correspond to the principal balance on the Term Loan. The minimum notional amounts (outstanding principal balance at the maturity date) as of December 31, 2023 and 2022 was $250,000,000. (ii) Based on the terms of the Credit Facility, the fixed pay rate increases if the Company's leverage ratio increases above 50%. The following table sets forth the fair value of the Company’s derivative instruments (Level 2 measurement), as well as their classification in the accompanying consolidated balance sheets as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Derivative Instruments Balance Sheet Location Number of Fair Value Number of Fair Value Change in Fair Value Interest Rate Swap Asset - Interest rate swap derivative, at fair value 1 $ 2,970,733 1 $ 4,629,702 $ (1,658,969) Interest Rate Swap Liability - Interest rate swap derivative, at fair value 1 $ (473,348) 1 $ (498,866) $ 25,518 The interest rate swap derivative on the original $150,000,000 Term Loan was designated as a cash flow hedge for financial accounting purposes from July 1, 2022 through December 31, 2022. Based on the Company's prospective effectiveness testing of the derivative instrument during each of the quarters in the year ended December 31, 2023, the derivative instrument failed to qualify as a cash flow hedge because the swap was deemed ineffective due to the potential for a reduced term of the swap that could result from the cancellation option described above as compared with the maturity of the Term Loan. The Company has begun, and intends to further explore various alternatives available to extend or restructure the cancellation option. As a result, the net change in fair value of the first Term Loan swap resulted in a loss of $1,658,969 and a gain of $(589,995) for the years ended December 31, 2023 and 2022, respectively, which were recorded as unrealized loss (gain) on interest rate swap valuation and resulted in an increase and a (decrease), respectively, to interest expense in the Company's accompanying consolidated statements of operations. The unrealized loss in 2023 reflects an overall decrease in the forward curve for future SOFR rates through December 31, 2024 (the one-time cancellation option date). Interest expense was also (reduced) increased by the $(1,015,151) and $65,397 amortization of the unrealized gain on this swap for the years ended December 31, 2023 and 2022, respectively, as further described below. Due to the above $150,000,000 Term Loan derivative instrument's failure to qualify as a cash flow hedge for the quarterly periods ended December 31, 2023, the unrealized gain on interest rate swap derivative of $4,105,103 as of December 31, 2022 (recorded in the Company's financial statements as follows: (i) $3,502,616 of accumulated other comprehensive income and (ii) $602,487 of noncontrolling interest in operating partnership), is being amortized on a straight-line basis as a reduction to interest expense through the maturity date of the swap agreement. There is no income tax expense resulting from this amortization. As of December 31, 2023, the Company's unamortized unrealized gain on interest rate swap derivative in accumulated other comprehensive income and noncontrolling interest in operating partnership in the Company's consolidated balance sheet amounted to $3,089,952. The Company estimates that $1,017,932 of the remaining unrealized gain on interest rate swap derivative will be reclassified from accumulated other comprehensive income and noncontrolling interest in operating partnership as a reduction to interest expense in the Company's accompanying consolidated statements of operations over the next 12 months. The second interest rate swap derivative on the additional $100,000,000 Term Loan commitment was not designated as a cash flow hedge for financial accounting purposes. The (increase) decrease in the fair value of $(25,518) and $498,865 for the years ended December 31, 2023 and 2022, respectively, were recorded as unrealized (gain) loss on interest rate swap valuation and reflected as a (reduction) increase to interest expense in the Company's accompanying consolidated statements of operations. |
PREFERRED STOCK AND COMMON STOC
PREFERRED STOCK AND COMMON STOCK | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
PREFERRED STOCK AND COMMON STOCK | PREFERRED STOCK AND COMMON STOCK Preferred Stock The Company is authorized to issue up to 50,000,000 shares of preferred stock. In connection with an underwritten public offering in September 2021 (discussed below in detail), the Company classified and designated 2,000,000 shares of its authorized preferred stock as authorized shares of Series A Preferred Stock. As of December 31, 2023, 2,000,000 shares of authorized Series A Preferred Stock were issued and outstanding. Series A Preferred Stock - Terms Holders of Series A Preferred Stock are entitled to cumulative dividends in the amount of $1.84375 per share each year, which is equivalent to the rate of 7.375% of the $25.00 liquidation preference per share per annum. The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless redeemed, converted or otherwise repurchased. Except in limited circumstances relating to the Company's qualification as a REIT for U.S. federal income tax purposes, and as described in the articles supplementary governing the terms of the Series A Preferred Stock (the “Articles Supplementary”), the Series A Preferred Stock is not redeemable prior to September 17, 2026. On and after September 17, 2026, at any time and from time to time, the Series A Preferred Stock will be redeemable in whole or in part, at the Company's option, at a cash redemption price of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not authorized or declared), if any, to, but not including, the redemption date. In addition, upon the occurrence of a Delisting Event or a Change of Control (each as defined in the Articles Supplementary), the Company may, subject to certain conditions, at its option, redeem the Series A Preferred Stock, in whole or in part, (i) after the first date on which the Delisting Event occurred or (ii) on, or within 120 days after, the first date on which the Change of Control occurred, as applicable, by paying the liquidation preference of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not authorized or declared), if any, to, but not including, the redemption date. Upon the occurrence of a Change of Control during a continuing Delisting Event, unless the Company has elected to exercise its redemption right, holders of the Series A Preferred Stock will have certain rights to convert the Series A Preferred Stock into shares of the Company’s Class C Common Stock. In addition, upon the occurrence of a Delisting Event, the dividend rate will be increased on the day after the occurrence of the Delisting Event by 2.00% per annum to the rate of 9.375% of the $25.00 liquidation preference per share per annum (equivalent to $2.34375 per share each year) from and after the date of the Delisting Event. Following the cure of such Delisting Event, the dividend rate will revert to the rate of 7.375% of the $25.00 liquidation preference per share per annum. The necessary conditions to convert the Series A Preferred Stock into the Company's Class C Common Stock have not been met as of December 31, 2023. The Series A Preferred Stock ranks senior to the Company's Class C Common Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding up. Voting rights for holders of Series A Preferred Stock exist primarily with respect to the ability to elect two additional directors to the board of directors if six or more quarterly dividends (whether or not authorized or declared or consecutive) payable on the Series A Preferred Stock are in arrears, and with respect to voting on amendments to the Company’s charter (which includes the Articles Supplementary) that materially and adversely affect the rights of the Series A Preferred Stock or create additional classes or series of shares of the Company’s capital stock that are senior to the Series A Preferred Stock. Other than the limited circumstances described above and in the Articles Supplementary, holders of Series A Preferred Stock do not have any voting rights. Series A Preferred Stock Dividends Dividends on the Company's Series A Preferred Stock accrue in an amount equal to $1.84375 per share each year ($0.460938 per share per quarter) to holders of Series A Preferred Stock, which is equivalent to 7.375% of the $25.00 liquidation preference per share per annum. Dividends on the Series A Preferred Stock are cumulative and payable quarterly in arrears on the 15th day of January, April, July and October of each year (or, if not a business day, the next succeeding business day) to holders of record on the applicable record date. Any accrued and unpaid dividends payable with respect to the Series A Preferred Stock become part of the liquidation preference thereof. On March 18, 2022, June 15, 2022, September 15, 2022 and November 7, 2022, the Company’s board of directors declared Series A Preferred Stock dividends payable of $921,875 for each of the quarters of 2022, or an aggregate of $3,687,500 for the year ended December 31, 2022, which were paid on April 15, 2022, July 15, 2022, October 17, 2022 and January 17, 2023, respectively. On March 9, 2023, June 15, 2023, August 7, 2023 and November 6, 2023, the Company’s board of directors declared Series A Preferred Stock dividends payable of $921,875 for each of the quarters of 2023, or an aggregate of $3,687,500 for the year ended December 31, 2023, which were paid on April 17, 2023, July 17, 2023, October 16, 2023 and January 16, 2024, respectively (see Note 14 ). Common Stock Offerings On February 10, 2022, the Company and the Operating Partnership entered into an underwriting agreement (the “Class C Common Stock Underwriting Agreement”) with B. Riley Securities, Inc., as the underwriter listed on Schedule I thereto, pursuant to which the Company agreed to issue and sell 40,000 shares of the Company’s Class C Common Stock in an underwritten listed offering (the “Listed Offering”) at a price per share of $25. On February 15, 2022, the Company completed the Listed Offering of its Class C Common Stock, and in connection with the Listed Offering, the Company sold to the Company’s former Chairman of the board of directors all 40,000 shares of its Class C Common Stock offered in the Listed Offering at $25.00 per share for aggregate net proceeds of $114,500, after deducting the underwriting discount of $70,000, and other offering costs of $815,500. The primary purpose of the Listed Offering was to provide liquidity to the Company’s existing stockholders. The shares of Class C Common Stock began trading on the NYSE on February 11, 2022. On March 30, 2022, the Company filed a Registration Statement on Form S-3 (File No. 333-263985), and on May 27, 2022, the Company filed Amendment No. 1 to the Registration Statement on Form S-3, to issue and sell from time to time, together or separately, the following securities at an aggregate public offering price that will not exceed $200,000,000: Class C Common Stock, preferred stock, warrants, rights and units. The Form S-3, as amended, became effective on June 2, 2022 and the Company filed a prospectus supplement for the Company's at-the-market offering of up to $50,000,000 of its Class C Common Stock (the “ATM Offering”) on June 6, 2022 (the “ATM Prospectus”). On November 13, 2023, the Company filed Supplement No. 1 to the ATM Prospectus to reflect the Amended and Restated At Market Issuance Sales Agreement, dated November 13, 2023, and the change in the Company's corporate name. From November 15, 2023 to December 31, 2023, the Company sold and issued 85,072 shares of Class C Common Stock for $1,280,751 net of sales commissions of $26,138, resulting in net proceeds of $832,082 after legal, accounting, investor relations and other offering costs of $448,669 in connection with the ATM Offering. See Note 14 for information on additional ATM Offering proceeds received subsequent to December 31, 2023. Common Stock Distributions Aggregate distributions declared per share of Class C Common Stock were $1.15 and $1.25 for the years ended December 31, 2023 and 2022, respectively, which reflect an annualized distribution rate of $1.15 per share for both periods, along with a special 13 th distribution for the year ended December 31, 2021, which was declared and paid in January 2022. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS The Company pays the members of its board of directors who are not executive officers for services rendered through cash payments and by issuing shares of Class C Common Stock to them. Total fees incurred and paid or accrued by the Company for board services for the years ended December 31, 2023 and 2022, are as follows: December 31, Board of Directors Compensation 2023 2022 Payments for services rendered $ 250,000 $ 270,000 Value of shares of Class C Common Stock issued for services rendered 305,000 330,000 Total $ 555,000 $ 600,000 Number of shares issued for services rendered 22,153 21,791 Transactions with Other Related Parties On January 31, 2022, the Company acquired an industrial property and related equipment leased to Kalera Inc. (“Kalera”) in Saint Paul, Minnesota, for $8,079,000. Kalera was introduced to the Company by Curtis B. McWilliams, one of the Company's independent directors. Since Mr. McWilliams was serving as an executive of Kalera at the time of the transaction, all of the disinterested members of the Company's board of directors approved this transaction in January 2022. On April 4, 2023, Kalera filed a voluntary petition for bankruptcy relief under Chapter 11 of Title 11 of the United States Code. In April 2023, Mr. McWilliams was appointed as Kalera’s independent director as Kalera continues to operate its business while in bankruptcy. Mr. McWilliams has recused himself from any matters relating to the Company’s property in Saint Paul, Minnesota which was previously leased to Kalera (see Note 11 for additional information on the Saint Paul, Minnesota property). Related Party Transactions with Unconsolidated Investment in a Real Estate Property Years Ended December 31, 2023 2022 TIC Interest management fee $ 263,971 $ 263,971 Company's share in the management fee $ 191,933 $ 191,933 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Environmental Under various federal, state and local environmental laws, statutes, ordinances, rules and regulations, a real estate property owner may be liable for the costs of removal or remediation of certain hazardous or toxic substances at, on, in or under such property as well as certain other potential costs relating to hazardous or toxic substances. These liabilities may include government fines, penalties and damages for injuries to persons and adjacent property. Such laws often impose liability without regard to whether the property owner knew of, or was responsible for, the presence or disposal of such substances. Although most of the tenants of properties in which the Company has an interest are primarily responsible for any environmental damage and claims related to the leased premises, in the event of the bankruptcy or inability of the tenant of such leased premises to satisfy any obligations with respect to such environmental liability, or if the tenant is found not responsible, the Company's property owner subsidiary may be required to satisfy any of such obligations, should they exist. In addition, the property owner subsidiary, as the owner of such property, may be held directly liable for any such damages or claims irrespective of the terms and provisions of any lease. As of December 31, 2023, the Company was not aware of any environmental matter relating to any of its real estate investments that would have a material impact on the Company's consolidated financial statements. However, changes in applicable environmental laws and regulations, the uses and conditions of properties in the vicinity of the Company’s properties, the activities of its tenants and other environmental conditions of which the Company is unaware with respect to the properties could result in future environmental liabilities. Tenant Improvements Pursuant to lease agreements, as of December 31, 2023 and 2022, the Company had obligations to pay $2,439,098 and $1,789,027, respectively, for on-site and tenant improvements to be incurred by tenants. Legal Matters From time-to-time, the Company or its subsidiaries may become party to legal proceedings that arise in the ordinary course of its business. Except for the Kalera bankruptcy proceeding and the WPC foreclosure action described below, the Company, including its subsidiaries, is not a party to any legal proceeding, nor is the Company aware of any pending or threatened litigation that could have a material adverse effect on the Company’s business, operating results, cash flows or financial condition should such litigation be resolved unfavorably. Kalera filed a voluntary petition for bankruptcy relief under Chapter 11 of Title 11 of the United States Code on April 4, 2023. During June 2023, Kalera conducted an auction of all of its assets, and the sale of Kalera’s assets to the winning bidder, Kalera’s lender, was approved by the bankruptcy court on June 30, 2023. The sale of Kalera’s assets closed on September 29, 2023 and did not include its interest in the Company's lease for the Saint Paul, Minnesota property. On October 31, 2023, Kalera filed a motion with the bankruptcy court to reject the Company’s lease and abandon all of its property located at the premises effective as of October 31, 2023, subject to approval of the motion by the bankruptcy court. On November 21, 2023, the Company filed (i) a limited objection to retroactive rejection of its lease and (ii) a motion to compel Kalera to pay post-petition rent and related charges with the bankruptcy court. While the Company negotiated a settlement of these claims with Kalera’s counsel in December 2023, the Company is waiting for other parties to approve the settlement documentation. The settlement will need to be approved by the bankruptcy court. Kalera’s October 31, 2023 motion to reject the Company’s lease also remains subject to bankruptcy court approval. Kalera Mechanic's Liens During 2023, the Company received mechanic's lien statements from the general contractor, eight subcontractors and one additional contractor who performed work on behalf of Kalera to complete various interior improvements at the Company's property located in Saint Paul, Minnesota. The mechanic's lien statements referred to construction materials that were delivered and related work that was performed to make this facility operational and amounted to $3,548,003 in the aggregate, which has been settled at 79% of face value as described below. |
OPERATING PARTNERSHIP UNITS
OPERATING PARTNERSHIP UNITS | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
OPERATING PARTNERSHIP UNITS | OPERATING PARTNERSHIP UNITS Class M OP Units On September 19, 2019, the Company, the Operating Partnership, BrixInvest, LLC, a Delaware limited liability company and the Company's former sponsor and external advisor (“BrixInvest”) and Daisho OP Holdings, LLC, a formerly wholly owned subsidiary of BrixInvest (“Daisho”) which was spun off from BrixInvest on December 31, 2019, entered into a contribution agreement pursuant to which the Company agreed to acquire substantially all of the net assets of BrixInvest in exchange for 657,949.5 units of Class M limited partnership interest in the Operating Partnership (“Class M OP Units”) and assumed certain liabilities (the “Self-Management Transaction”). As a result of the Self-Management Transaction, the Company became self-managed and eliminated all fees for acquisitions, dispositions and management of its properties, which were previously paid to its former external advisor. The consideration transferred as of December 31, 2019 was determined to have a fair value of $50,603,000 based on a probability weighted analysis of achieving the requisite assets under management (“AUM”) and adjusted funds from operations (“AFFO”) hurdles. The Class M OP Units were issued to Daisho on December 31, 2019 in connection with the Self-Management Transaction and are non-voting, non-dividend accruing, and were not able to be converted or exchanged prior to the one-year anniversary of the Self-Management Transaction. Investors holding units in BrixInvest received Daisho units in a ratio of 1:1 for an aggregate of 657,949.5 Daisho units. During 2020, Daisho distributed the Class M OP Units to its members. The Class M OP Units were convertible into units of Class C limited partnership interest in the Operating Partnership (“Class C OP Units”) at a conversion ratio of 1.6667 Class C OP Units for each Class M OP Unit, subject to a reduction in the conversion ratio (which reduction varied depending upon the amount of time held) if the exchange occurred prior to December 31, 2023, the four-year anniversary of the completion of the Self-Management Transaction. The Class M OP Units were eligible for an increase in the conversion ratio (conversion ratio enhancement) if the Company achieved both of the targets for AUM and AFFO per share in a given year. However, the AUM and AFFO per share hurdles for the Class M OP Units were not met for fiscal years ended 2023, 2022 or 2021. As of December 31, 2023, no Class M OP Units had been converted to Class C OP Units. Since the performance hurdles discussed above had not been met for fiscal years 2023, 2022 or 2021, on January 23, 2024, the Company’s board of directors approved an amendment to the Partnership Agreement to provide that all Class M OP Units would be automatically converted to Class C OP Units on January 30, 2024. The automatic conversion into Class C OP Units did not require any action by Class M OP Unit holders. See Note 14 for further details of the conversion. Based on the conversion ratio of 1.6667 Class C OP Units for each one Class M OP Unit and based on the NYSE closing share price of $14.90 as of December 29, 2023, each Class M OP Unit was valued at $24.83 as of December 31, 2023. Class P OP Units The Company issued the units of Class P limited partnership interest in the Operating Partnership (“Class P OP Units”) described below in connection with the Self-Management Transaction. The Class P OP Units are intended to be treated as “profits interests” in the Operating Partnership, which are non-voting, non-dividend accruing, and are not able to be transferred or exchanged prior to the earlier of (1) March 31, 2024, (2) a change of control (as defined in the Third Amended and Restated Limited Partnership Agreement of the Operating Partnership, as amended (the “Operating Partnership Agreement”)), or (3) the date of the recipient's involuntary termination (as defined in the relevant award agreement for the Class P OP Units) (collectively, the “Lockup Period”). Following the expiration of the Lockup Period, the Class P OP Units are convertible into Class C OP Units at a conversion ratio of 1.6667 Class C OP Units for each Class P OP Unit; provided, however, that the foregoing conversion ratio was subject to increase on generally the same terms and conditions as the Class M OP Units, and the AUM and AFFO per share hurdles for the Class P OP Units were not met for fiscal years ended 2023, 2022 or 2021. On December 31, 2019, the Company issued a total of 56,029 Class P OP Units to Aaron S. Halfacre, the Company’s Chief Executive Officer and President, and Raymond J. Pacini, the Company's Chief Financial Officer, including 26,318 Class P OP Units issued in exchange for Messrs. Halfacre's and Pacini's agreements to forfeit a similar number of restricted units in BrixInvest in connection with the Self-Management Transaction. The remaining 29,711 Class P OP Units were issued to both executives as signing bonuses and as a portion of their incentive compensation for 2020 in connection with their entry into restrictive covenant agreements. The 29,711 Class P OP Units were valued based on the estimated NAV per share of $30.48 (unaudited) as of December 31, 2019, and the expected minimum conversion ratio of 1.6667 Class C OP Units for each Class P OP Unit, which resulted in a valuation of $1,509,319. This amount is amortized on a straight-line basis over 51 months through March 31, 2024, the vesting date of the units, as a periodic charge to stock compensation expense. During the years ended December 31, 2023 and 2022, the Company amortized and charged $355,134 to stock compensation expense for both years ended for Class P OP Units. The unamortized value of these units was $88,783 as of December 31, 2023. Under the Operating Partnership Agreement, once the Class M OP Units or Class P OP Units are converted into Class C OP Units, they will be exchangeable for the Company’s shares of Class C Common Stock on a 1-for-1 basis, or for cash at the sole and absolute discretion of the Company. Class P OP Units will automatically convert to Class C OP Units on March 31, 2024. The Company recorded the ownership interests of the Class M OP Units and Class P OP Units as noncontrolling interests in the Operating Partnership, representing a combined total of approximately 13% of the equity in the Operating Partnership on December 31, 2019. As of December 31, 2023, these interests represent a combined total of approximately 10.5% of the equity in the Operating Partnership. Class R OP Units On January 25, 2021, the compensation committee of the Company's board of directors recommended, and the board of directors approved, the grant of 40,000 units of Class R limited partnership interest in the Operating Partnership (“Class R OP Units”) to Mr. Halfacre in recognition of his voluntary reduction in his 2020 compensation, plus 170,667 Class R OP Units to Mr. Halfacre as equity incentive compensation for the next three years, and the grant of 33,333 Class R OP Units to Mr. Pacini as equity incentive compensation for the next three years. An additional 116,000 Class R OP Units were granted to the remainder of the employees of the Company for a total of 360,000 Class R OP Units granted. There are no other stock based incentive compensation programs in place for employees. Stock compensation expense related to the Class R OP Units is based on the estimated fair value of $19.58 per share on the grant date, including a discount for the illiquid nature of the underlying equity, and is being recognized over the vesting period. Of the 360,000 Class R OP Units granted, due to the departure of employees, 43,657 Class R OP Units were forfeited through December 31, 2022. There were no forfeitures during the year ended December 31, 2023. During the year ended December 31, 2023, the Company recorded $1,955,544 of stock compensation expense ($488,887 per quarter) related to 316,343 Class R OP Units outstanding. All of the Class R OP Units outstanding have now vested and will be automatically converted into Class C OP Units on March 31, 2024. The initial conversion ratio of 1:1 ratio increased to 1:2.5 Class C OP Units based upon the Company's generation of funds from operations (“FFO”) in excess of $1.05, per weighted average fully-diluted share outstanding for the year ended December 31, 2023, excluding the dilutive impact of the units and related stock compensation expense of the units to be issued for achieving the performance target. As of September 30, 2023, the Company concluded that achieving the 2023 FFO performance target to trigger the increased conversion ratio for the Class R OP Units was deemed probable. The Company, therefore, recorded a one-time non-cash catch-up adjustment of $7,822,197 during the three months ended September 30, 2023, to reflect the cumulative stock compensation expense for the 474,515 performance-based Class C OP Units to be issued upon conversion of the Class R OP Units based on the grant date fair value of $19.58 per share from the initial grant date in January 2021 through September 30, 2023. Stock compensation expense of $733,332 was recorded for these additional units for the three months ended December 31, 2023, and will be recorded through the end of the vesting period on March 31, 2024. During the years ended December 31, 2023 and 2022, the Company amortized and charged to stock compensation expense $10,511,073 and $1,715,888, respectively, for the Class R OP Units for both time vesting and performance vesting units. The unamortized value of the remaining 790,858 units was $1,222,218 as of December 31, 2023. Total stock compensation expenses for the years ended December 31, 2023 and 2022, were as follows: Years Ended December 31, 2023 2022 Class P OP Units $ 355,134 $ 355,134 Class R OP Units - time vesting units 1,955,544 1,715,888 Class R OP Units - performance vesting units 8,555,529 — Class C Common Stock issued to the board of directors for services (see Note 10 ) 305,000 330,000 Total $ 11,171,207 $ 2,401,022 Class C OP Units On January 18, 2022, the Company completed the acquisition of a KIA auto dealership property in an “UPREIT” unit transaction pursuant to a contribution agreement whereby the seller received 1,312,382 Class C OP Units based on the terms of the Operating Partnership Agreement and an agreed upon value of $25.00 per unit, representing approximately 47% of the property’s value. Following expiration of the lock-up period on August 11, 2022, the holder of the Class C OP Units may require the redemption of all or a portion of these units and the Company has the option to redeem the units for cash or shares of Class C Common Stock. On April 13, 2023, the Company acquired an industrial manufacturing property located in Reading, Pennsylvania leased to Summit Steel whereby the seller received 287,516 Class C OP Units based on the terms of the Operating Partnership Agreement and an agreed upon value of $18.00 per unit, representing approximately 46% of the property’s value. Under the terms of the contribution agreement, these Class C OP Units are, exchangeable for shares of the Company's Class C Common Stock or, at the Company’s option, for cash. Summit Steel cannot require the Company to redeem any or all of the Class C OP Units until one year after the closing date of the agreement. The Company refers to this acquisition and the acquisition of the KIA auto dealership property discussed above collectively as the “UPREIT Unit Transactions.” The above Class C OP Units received the following distributions and allocations of net (loss) income during the years ended December 31, 2023 and 2022, as follows: Years Ended December 31, 2023 2022 Class C OP Units distributions $ 1,729,608 $ 1,383,433 Class C OP Units net loss allocation $ 2,082,419 $ 1,222,783 Class C OP Units may be exchanged into Class C Common Stock or cash (at the sole discretion of the Company) in accordance with, and subject to the terms and conditions of, the Operating Partnership Agreement. Holders of Class C OP Units wishing to exchange their Class C OP Units must submit a Notice of Exchange (as defined in the Operating Partnership Agreement) to the Operating Partnership with a copy to the Company (the general partner of the Operating Partnership) in accordance with the Operating Partnership Agreement. If the Company chooses to exchange such Class C OP Units for cash, the cash amount will be based on the average daily market price of the Class C Common Stock for 10 consecutive trading days immediately preceding the date of receipt by the Company of the Notice of Exchange. |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | LOSS PER SHARE The following table presents the computation of the Company's basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2023 and 2022: Years Ended December 31, 2023 2022 Numerator - Basic: Net loss $ (8,696,261) $ (4,511,318) Net loss attributable to noncontrolling interest in Operating Partnership 2,082,419 1,222,783 Preferred stock dividends (3,687,500) (3,687,500) Net loss attributable to common stockholders $ (10,301,342) $ (6,976,035) Numerator - Diluted: Net loss $ (8,696,261) $ (4,511,318) Preferred stock dividends (3,687,500) (3,687,500) Net loss attributable to common stockholders $ (12,383,761) $ (8,198,818) Denominator: Weighted average shares outstanding - basic and diluted 7,558,833 7,487,204 Loss per share attributable to common stockholders: Basic and diluted $ (1.36) $ (0.93) During the years ended December 31, 2023 and 2022, the weighted average dilutive effect of 3,508,842 and 2,738,646, respectively, shares related to units of limited partnership interest in the Operating Partnership as discussed in Note 12 were excluded from the computation of Diluted EPS because their effect would be anti-dilutive. There were no other outstanding securities or commitments to issue common stock that would have a dilutive effect for the periods then ended. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company evaluates subsequent events until the date the consolidated financial statements are issued. Significant subsequent events are described below: ATM Offering From January 1, 2024 through January 29, 2024, the Company sold and issued 76,991 shares of Class C Common Stock for $1,137,028, net of sales commissions of $23,205, in connection with the ATM Offering. Preferred Dividends On January 16, 2024, the Company paid its Series A Preferred Stock dividends payable of $921,875 for the fourth quarter of 2023, which were declared by the Company’s board of directors on November 16, 2023. On March 1, 2024, the Company’s board of directors declared Series A Preferred Stock dividends payable of $921,875 for the first quarter of 2024, which are scheduled to be paid on April 15, 2024. Common Stock and Class C OP Unit Distributions On October 10, 2023, the Company's board of directors authorized monthly distributions payable to common stockholders and Class C OP Unit holders of record as of December 29, 2023, which were paid on January 25, 2024. The monthly distribution amount of $0.095833 per share represents an annualized distribution rate of $1.15 per share of common stock. On November 6, 2023, the Company's board of directors authorized monthly distributions payable to common stockholders and Class C OP Unit holders of record as of January 31, 2024, which were paid on February 28, 2024. The monthly distribution amount of $0.095833 per share represents an annualized distribution rate of $1.15 per share of common stock. On November 6, 2023, the Company’s board of directors authorized monthly distributions payable to common stockholders and Class C OP Unit holders of record as of February 29, 2024 and March 31, 2024, which will paid on or about March 25, 2024 and April 25, 2024, respectively. The monthly distribution amount of $0.095833 per share represents an annualized distribution rate of $1.15 per share of common stock. On March 1, 2024, the Company’s board of directors authorized monthly distributions payable to common stockholders and Class C OP Unit holders of record as of April 30, 2024, May 31, 2024 and June 28, 2024, which will paid on or about May 28, 2024, June 25, 2024 and July 25, 2024, respectively. The monthly distribution amount of $0.095833 per share represents an annualized distribution rate of $1.15 per share of common stock. Redemption of GIPR Preferred Stock On December 29, 2023, GIPR notified the Company of its intent to exercise its right to redeem all 2,400,000 shares of the GIPR Preferred Stock for 2,794,597 GIPR common shares on January 31, 2024. On December 29, 2023, the Company’s board of directors declared a distribution of 0.28 shares of GIPR common stock for each share or unit of the Company’s common stock or Class C OP Units held as of the record date of January 17, 2024. GIPR redeemed all 2,400,000 shares of the GIPR Preferred Stock on January 31, 2024 based on the (i) product of the VWAP per share of GIPR common stock for the 60 days of trading prior to GIPR's redemption notice which was $3.9036 per share and (ii) 110% resulting in $4.2940 per share. The liquidation value of $12,000,000 divided by the price per share resulted in 2,794,597 GIPR common shares issued to the Company on January 31, 2024. The Company then made an immediate distribution of GIPR common stock to the Company’s stockholders and holders of Class C OP Units as of the January 17, 2024 record date based on the distribution ratio of 0.28 GIPR shares for each share of the Company’s common stock or unit of Class C OP Units resulting in 2,623,153 shares distributed. The Company retained 171,444 shares of GIPR common stock which it may elect to sell at any time. Real Estate Dispositions On January 10, 2024, the Company completed the sale of an industrial property located in Sacramento, California leased to Levins for a sales price of $7,075,000, which generated net proceeds of $7,033,680 after payment of commissions and closing costs. The buyer is not affiliated with the Company or its affiliates. On January 11, 2024, the Company entered into a purchase and sale agreement with a national homebuilder for the sale of its office property located in Issaquah, Washington leased to Costco for a sales price of $28,650,000, which is contingent upon the buyer’s satisfaction of various due diligence matters in its sole discretion by April 1, 2024. The sale would not close until 15 days following the earlier of (a) buyer obtaining all necessary development approvals, or (b) tenant vacating the property, but not prior to February 1, 2025, and not later than August 15, 2025. The buyer is not affiliated with the Company or its affiliates. On February 28, 2024, the Company completed the sale of an office property located in Nashville, Tennessee leased to Cummins for a sales price of $7,950,000, which generated net proceeds of $7,748,946 after payment of commissions and closing costs. The buyer is not affiliated with the Company or its affiliates. Class M OP Units Conversion to Class C OP Units On January 23, 2024, the Company’s board of directors approved an amendment to the Partnership Agreement to provide that all outstanding Class M OP Units would be automatically converted to Class C OP Units on January 30, 2024 since the performance hurdles discussed in Note 12 had not been met for fiscal years ended 2023, 2022 or 2021. The automatic conversion into Class C OP Units did not require any action by Class M OP Unit holders. Concurrent with the conversion of 1,096,582 Class M OP Units to Class C OP Units during January 2024, 702,311 of the Class C OP Units were exchanged for Class C Common Stock. |
Schedule III Real Estate Assets
Schedule III Real Estate Assets and Accumulated Depreciation and Amortization | 12 Months Ended |
Dec. 31, 2023 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Schedule III Real Estate Assets and Accumulated Depreciation and Amortization | MODIV INDUSTRIAL, INC. Schedule III Real Estate Assets and Accumulated Depreciation and Amortization December 31, 2023 Initial Cost to Company Costs Gross Amount at Which Carried at Close of Period Description Location Original Date Encumbrances (1) Land Buildings & Total Land Buildings & Improvements (2) Total Accumulated Net Northrop Grumman Melbourne, FL 1986 03-07-2017 $ — $ 1,191,024 $ 12,533,166 $ 13,724,190 $ 1,353,631 $ 1,191,024 $ 13,886,797 $ 15,077,821 $ (4,479,388) $ 10,598,433 Northrop Grumman Parcel Melbourne, FL — 06-21-2018 — 329,410 — 329,410 — 329,410 — 329,410 — 329,410 Husqvarna Charlotte, NC 2010 11-30-2017 — 974,663 11,879,485 12,854,148 — 974,663 11,879,485 12,854,148 (2,184,933) 10,669,215 AvAir Chandler, AZ 2015 12-28-2017 — 3,493,673 23,864,226 27,357,899 — 3,493,673 23,864,226 27,357,899 (4,193,352) 23,164,547 3M DeKalb, IL 2007 03-29-2018 — 758,780 16,360,400 17,119,180 680,696 758,780 17,041,096 17,799,876 (6,108,421) 11,691,455 Taylor Fresh Foods Yuma, AZ 2001 10-24-2019 12,350,000 4,312,016 32,776,370 37,088,386 — 4,312,016 32,776,370 37,088,386 (5,562,042) 31,526,344 Labcorp San Carlos, CA 1974 12-31-2019 — 4,774,497 5,305,902 10,080,399 — 4,774,497 5,305,902 10,080,399 (817,283) 9,263,116 WSP USA San Diego, CA 1985 12-31-2019 — 3,461,256 6,662,918 10,124,174 284,979 3,461,256 6,947,897 10,409,153 (1,402,020) 9,007,133 ITW Rippey El Dorado Hills, CA 1998 12-31-2019 — 787,945 6,587,585 7,375,530 402,952 787,945 6,990,537 7,778,482 (1,073,813) 6,704,669 L3Harris Carlsbad, CA 1984 12-31-2019 — 3,552,878 8,533,014 12,085,892 283,869 3,552,878 8,816,883 12,369,761 (1,620,257) 10,749,504 Arrow Tru-Line Archbold, OH 1976 12-03-2021 — 778,771 10,739,313 11,518,084 — 778,771 10,739,313 11,518,084 (846,240) 10,671,844 Kalera Saint Paul, MN 1980 01-31-2022 — 562,356 7,556,653 8,119,009 2,797,500 562,356 10,354,153 10,916,509 (665,708) 10,250,801 Lindsay Colorado Springs 1, CO Varies 04-19-2022 — 1,195,178 1,116,756 2,311,934 — 1,195,178 1,116,756 2,311,934 (99,634) 2,212,300 Lindsay Colorado Springs 2, CO Varies 04-19-2022 — 2,239,465 1,074,941 3,314,406 — 2,239,465 1,074,941 3,314,406 (59,292) 3,255,114 Lindsay Dacono, CO Varies 04-19-2022 — 2,263,982 1,825,421 4,089,403 2,800,000 2,263,982 4,625,421 6,889,403 (161,918) 6,727,485 Lindsay Alachua, FL 2009 04-19-2022 — 966,192 7,551,931 8,518,123 — 966,192 7,551,931 8,518,123 (619,460) 7,898,663 Lindsay Franklinton, NC 2007 04-19-2022 — 2,843,811 4,337,302 7,181,113 447,645 2,843,811 4,784,947 7,628,758 (273,110) 7,355,648 Lindsay Canal Fulton 1, OH 1998 04-19-2022 — 726,877 10,618,656 11,345,533 — 726,877 10,618,656 11,345,533 (587,402) 10,758,131 Lindsay Canal Fulton 2, OH 2004 04-19-2022 — 667,089 9,523,853 10,190,942 — 667,089 9,523,853 10,190,942 (538,196) 9,652,746 Lindsay Rock Hill, SC 1999 04-19-2022 — 2,816,322 3,739,661 6,555,983 — 2,816,322 3,739,661 6,555,983 (287,417) 6,268,566 Lindsay Gap, PA 1992/2008 04-13-2023 — 2,125,604 14,454,440 16,580,044 — 2,125,604 14,454,440 16,580,044 (528,405) 16,051,639 Producto Endicott, NY 2000 07-15-2022 — 239,447 2,122,863 2,362,310 — 239,447 2,122,863 2,362,310 (113,970) 2,248,340 Producto Jamestown, NY 1961/1971 07-15-2022 — 766,651 2,307,035 3,073,686 — 766,651 2,307,035 3,073,686 (139,525) 2,934,161 Valtir Centerville, UT 1970/2013 07-26-2022 — 2,467,565 2,217,790 4,685,355 — 2,467,565 2,217,790 4,685,355 (170,787) 4,514,568 Valtir Orangeburg, SC 1998 07-26-2022 — 1,678,818 2,564,490 4,243,308 — 1,678,818 2,564,490 4,243,308 (203,205) 4,040,103 Original Initial Cost to Company Costs Gross Amount at Which Carried at Close of Period Accumulated Description Location Date Encumbrances (1) Land Buildings & Total Land Buildings & Improvements (2) Total Net Valtir Fort Worth, TX 1968 07-26-2022 $ — $ 1,785,240 $ 1,493,281 $ 3,278,521 $ — $ 1,785,240 $ 1,493,281 $ 3,278,521 $ (90,533) $ 3,187,988 Valtir Lima, OH 1928/2002 08-04-2022 — 747,746 9,174,197 9,921,943 — 747,746 9,174,197 9,921,943 (508,402) 9,413,541 Plastic Products Princeton, MN 1960/2020 01-26-2023 — 421,998 6,250,193 6,672,191 — 421,998 6,250,193 6,672,191 (558,989) 6,113,202 Stealth Manufacturing Savage, MN 1982 03-31-2023 — 770,752 4,755,558 5,526,310 — 770,752 4,755,558 5,526,310 (134,296) 5,392,014 Summit Steel Reading, PA 2005 04-13-2023 — 1,517,782 9,879,309 11,397,091 — 1,517,782 9,879,309 11,397,091 (282,494) 11,114,597 PBC Linear Roscoe, IL 1961/2018 04-20-2023 — 699,198 19,324,780 20,023,978 — 699,198 19,324,780 20,023,978 (521,733) 19,502,245 Cameron Tool Lansing, MI Varies 05-03-2023 — 246,355 5,530,235 5,776,590 — 246,355 5,530,235 5,776,590 (142,609) 5,633,981 S.J. Electro Systems Detroit Lakes, MN 1998/2009 05-05-2023 — 1,736,976 4,577,081 6,314,057 — 1,736,976 4,577,081 6,314,057 (115,132) 6,198,925 S.J. Electro Systems Plymouth, MN 1989 05-05-2023 — 251,234 7,303,977 7,555,211 — 251,234 7,303,977 7,555,211 (132,804) 7,422,407 S.J. Electro Systems Ashland, OH 2018 05-05-2023 — 627,903 1,597,732 2,225,635 — 627,903 1,597,732 2,225,635 (57,542) 2,168,093 Titan Alleyton, TX 1976/2012 05-11-2023 — 2,056,161 15,090,342 17,146,503 — 2,056,161 15,090,342 17,146,503 (557,295) 16,589,208 Vistech Piqua, OH 1974 07-03-2023 — 922,309 12,628,623 13,550,932 — 922,309 12,628,623 13,550,932 (240,312) 13,310,620 SixAxis Andrews, SC 2002 07-11-2023 — 1,228,873 14,241,223 15,470,096 — 1,228,873 14,241,223 15,470,096 (339,735) 15,130,361 KIA/Trophy of Carson Carson, CA 2016 01-18-2022 — 32,741,781 36,663,269 69,405,050 — 32,741,781 36,663,269 69,405,050 (2,079,481) 67,325,569 Costco Issaquah, WA 1987 12-20-2018 18,850,000 8,202,915 21,825,853 30,028,768 322,310 8,202,915 22,148,163 30,351,078 (6,627,220) 23,723,858 Solar Turbines San Diego, CA 1985 12-31-2019 — 2,483,960 4,933,307 7,417,267 89,279 2,483,960 5,022,586 7,506,546 (925,842) 6,580,704 OES Rancho Cordova, CA 2009 12-31-2019 — 2,443,240 28,728,425 31,171,665 88,822 2,443,240 28,817,247 31,260,487 (4,851,415) 26,409,072 $ 31,200,000 $ 104,858,693 $ 410,251,556 $ 515,110,249 $ 9,551,683 $ 104,858,693 $ 419,803,239 $ 524,661,932 $ (50,901,612) $ 473,760,320 (1) Except for properties leased to Kalera, Plastic Products, OES and properties with mortgages, all other properties served as collateral for borrowings under our Credit Facility as of December 31, 2023. (2) Building and improvements include tenant origination and absorption costs. Notes: • The aggregate cost of real estate for U.S. federal income tax purposes was approximately $320,049,000 (unaudited) as of December 31, 2023. • Real estate investments (excluding land) are depreciated over their estimated useful lives. Their useful lives are generally 10-48 years for buildings, the shorter of 15 years or remaining lease term for site/building improvements, the shorter of 15 years or remaining contractual lease term for tenant improvements and the remaining lease term with consideration as to above- and below-market extension options for above- and below-market lease intangibles for tenant origination and absorption costs. • The real estate assets are 100% owned by the Company. The following table summarizes the Company’s real estate assets and accumulated depreciation and amortization as of December 31, 2023 and 2022: MODIV INDUSTRIAL, INC. Schedule III Real Estate Assets and Accumulated Depreciation and Amortization December 31, 2023 and 2022 December 31, 2023 2022 Real estate investments: Balance at beginning of year $ 457,453,085 $ 333,755,902 Acquisitions 128,238,639 158,596,618 Improvements to real estate 4,749,686 3,831,093 Dispositions (51,735,060) (29,936,408) Held for sale (9,656,794) (6,712,424) (Impairment) reversal of impairment of real estate investment (4,387,624) (2,081,696) Balance at end of year $ 524,661,932 $ 457,453,085 Accumulated depreciation and amortization: Balance at beginning of year $ (46,752,322) $ (37,611,133) Depreciation and amortization (15,551,173) (14,929,574) Dispositions 8,047,053 4,331,686 Held for sale 3,354,830 1,456,699 Balance at end of year $ (50,901,612) $ (46,752,322) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (6,613,842) | $ (3,288,535) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC. The Company's financial statements, and the financial statements of the Operating Partnership, including its wholly-owned subsidiaries, are consolidated in the accompanying consolidated financial statements. The portion of the Operating Partnership which is not wholly-owned by the Company is presented as a noncontrolling interest. All significant intercompany balances and transactions are eliminated in consolidation. The accompanying consolidated financial statements and related notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. In the opinion of the Company’s management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements and the related notes thereto in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in such consolidated financial statements and related notes thereto. These estimates are based on historical experience and, in some cases, assumptions based on current and future market experience. Actual results could differ materially from those estimates. |
Noncontrolling Interest in Consolidated Entities | Noncontrolling Interest in Consolidated Entities The Company accounts for the noncontrolling interests in its Operating Partnership in accordance with the related accounting guidance. Due to the Company's exclusive responsibility and discretion in the management and control of the Operating Partnership through its general partnership interest therein, the Operating Partnership, including its wholly-owned subsidiaries, are consolidated with the Company, and the limited partner interests not held by the Company are reflected as noncontrolling interests in the accompanying consolidated balance sheets and statements of equity. As discussed further in Note 12, other than the noncontrolling interests related to “UPREIT” unit transactions completed in January 2022 and April 2023, all noncontrolling interests currently represent non-voting, non-distribution accruing interests with no allocation of profits or losses, but will be automatically converted during the first quarter of 2024 and obtain rights to future distributions and allocation of profits and losses . |
Revenue Recognition | Revenue Recognition The Company accounts for leases in accordance with FASB Accounting Standards Update (“ASU”) No. 2016-02, Leases ( “ Topic 842 ” ), and the related FASB ASU Nos. 2018-10, 2018-11, 2018-20 and 2019-01, which provide practical expedients, technical corrections and improvements for certain aspects of ASU 2016-02 (collectively, “Topic 842”). As a lessor, the Company's leases with tenants generally provide for the lease of real estate properties, as well as common area maintenance, property taxes and other recoverable costs. Rental income and tenant reimbursements and other lease related property income that meet the requirements of the practical expedient provided by ASU No. 2018-11 have been combined under rental income in the Company's accompanying consolidated statements of operations. The Company recognizes rental income from tenants under operating leases on a straight-line basis over the noncancellable term of the lease when collectability of such amounts is reasonably assured. Recognition of rental income on a straight-line basis includes the effects of rental abatements, lease incentives and fixed and determinable increases in lease payments over the lease term. If the lease provides for tenant improvements, the management of the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or by the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance (including amounts that the tenant can take in the form of cash or a credit against its rent) that is funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term. The Company records tenant reimbursements on a gross basis in instances when its tenants reimburse the Company for lessor costs, including real estate taxes, which the Company incurs. Conversely, the Company records lessor costs on a net basis when these costs are paid directly by the Company's tenants to suppliers and service providers, including taxing authorities, on the Company's behalf. To the extent any tenant responsible for these obligations under the applicable lease defaults on such lease, or if it is deemed probable that the tenant will fail to pay for these obligations, the Company records a liability for such obligations. The Company evaluates the collectability of rents and other receivables on a regular basis based on factors including, among others, payment history, credit rating, the asset type and current economic conditions. If the Company’s evaluation of these factors indicates it may not recover the full value of the receivable, it provides an allowance against the portion of the receivable that it estimates may not be recovered. This analysis requires the Company to determine whether there are factors indicating a receivable may not be fully collectible and to estimate the amount of the receivable that may not be collected. |
Collectability of Tenant Deferred Rent Receivables | Collectability of Tenant Deferred Rent Receivables The Company's determination of the collectability of tenant receivables includes a binary assessment of whether or not the amounts due under a tenant’s lease agreement are probable of collection. For such amounts that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term. For such amounts that are deemed not probable of collection, revenue is recorded as the lesser of (i) the amount which would be recognized on a straight-line basis or (ii) cash that has been received from the tenant, with any tenant and deferred rent receivable balances charged as a direct write-off against rental income in the period of the change in the collectability determination. In addition, for tenant deferred rent and other receivables deemed probable of collection, the Company also may record an allowance under other authoritative GAAP depending upon the Company's evaluation of the individual receivables, specific credit enhancements, current economic conditions and other relevant factors. Such allowances are recorded as increases or decreases through rental income in the Company's consolidated statements of operations. With respect to tenants in bankruptcy, management makes estimates of the expected recovery of pre-petition and post-petition claims in assessing the estimated collectability of the related receivable. In some cases, the ultimate resolution of these claims can exceed one year. When a tenant is in bankruptcy, the Company will record a bad debt allowance for the tenant’s receivable balance and generally will not recognize subsequent rental income until cash is received or until the tenant is no longer in bankruptcy and has the ability to make rental payments. |
Gain or Loss on Sale of Real Estate Investments | Gain or Loss on Sale of Real Estate Investments The Company recognizes gain or loss on sale of real estate property when the Company has executed a contract for sale of the property, transferred controlling financial interest in the property to the buyer and determined that it is probable that the Company will collect substantially all of the consideration for the property. The Company's real estate property sale transactions for the years ended December 31, 2023 and 2022 met these criteria at closing. When properties are sold, operating results of the properties prior to the sale remain in continuing operations, and any associated gain or loss from the disposition is included in gain or loss on sale of real estate investments in the Company’s accompanying consolidated statements of operations. |
Income Taxes | Income Taxes The Company has elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes under Section 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The Company expects to operate in a manner that will allow it to continue to qualify as a REIT for U.S. federal income tax purposes. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including meeting various tests regarding the nature of the Company's assets and income, the ownership of the Company's outstanding stock and distribution of at least 90% of the Company’s annual REIT taxable income to its stockholders (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to U.S. federal income tax to the extent it distributes qualifying dividends to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for U.S. federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service (“IRS”) grants the Company relief under certain statutory provisions. The Company has concluded that there are no significant uncertain tax positions requiring recognition in its consolidated financial statements. Neither the Company nor its subsidiaries has been assessed material interest or penalties by any major tax jurisdictions. The Company’s evaluations were performed for the tax years ended December 31, 2023 and 2022. As of December 31, 2023, the returns for calendar years 2020, 2021 and 2022 remain subject to examination by the IRS and some additional years may be subject to examination wherein tax loss carryforwards are utilized and in certain state tax jurisdictions. |
Treasury Stock | Treasury Stock The Company accounts for repurchased shares of its Class C Common Stock as treasury stock. Treasury shares are recorded at cost and are included as a component of equity in the Company's accompanying consolidated balance sheets as of December 31, 2023 and 2022. |
Per Share Data | Per Share Data The Company reports both basic earnings per share (“Basic EPS”) and diluted earnings per share (“Diluted EPS”). Basic EPS excludes dilution and is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period. Diluted EPS uses the treasury stock method or the if-converted method, where applicable, to compute for the potential dilution that would occur if dilutive securities or commitments to issue common stock were exercised. For the years ended December 31, 2023 and 2022, the Company presented both Basic EPS and Diluted EPS reflecting its reported net loss attributable to common stockholders (see Note 13 for additional information). |
Fair Value Measurements and Disclosures | Fair Value Measurements and Disclosures Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an existing price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy, which is based on three levels of inputs, the first two of which are considered observable and the last unobservable, that may be used to measure fair value, is as follows: Level 1: quoted prices in active markets for identical assets or liabilities; Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair value for certain financial instruments is derived using valuation techniques that involve significant management judgment. The price transparency of financial instruments is a key determinant of the degree of judgment involved in determining the fair value of the Company’s financial instruments. Financial instruments for which actively quoted prices or pricing parameters are available and for which markets contain orderly transactions will generally have a higher degree of price transparency than financial instruments for which markets are inactive or consist of non-orderly trades. The Company evaluates several factors when determining if a market is inactive or when market transactions are not orderly. The following is a summary of the methods and assumptions used by management in estimating the fair value of each class of financial instrument for which it is practicable to estimate the fair value: Cash and cash equivalents; tenant receivables; prepaid expenses and other assets and accounts payable, accrued and other liabilities. These balances approximate their fair values due to their short maturities. Investment in preferred stock: The Company’s investment in preferred stock is presented at fair value in the accompanying consolidated balance sheet using Level 3 inputs. The preferred stock investment as of the August 10, 2023 closing date for the transaction with Generation Income Properties, Inc. (NASDAQ: GIPR) (“GIPR”) and as of December 31, 2023 has been recorded at fair value by incorporating both the Monte Carlo simulation model and a dividend discount model. These models incorporate risk-free rates, stock prices, yield and volatility. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management with the assistance of an independent third-party valuation specialist. The preferred stock investment as of December 31, 2023 was based on Level 1 inputs since the number of GIPR common shares to be received in redemption of the preferred stock was known (see Notes 3 and 5 for additional information). Derivative instruments : The Company’s derivative instruments are presented at fair value in the accompanying consolidated balance sheets. The valuation of these instruments is determined using a proprietary model that utilizes observable inputs. As such, the Company classifies these inputs as Level 2 inputs. The proprietary model uses the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and volatility. The fair values of interest rate swaps are estimated using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit risks to the contracts, are incorporated in the fair values to account for potential nonperformance risk. Credit facilities : The fair values of the Company’s credit facility approximate the carrying value as their interest rates are variable and based on the secured overnight financing rate (“SOFR”). Mortgage notes payable : The fair value of the Company’s mortgage notes payable is estimated using a discounted cash flow analysis based on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements. Additionally, when determining the fair value of liabilities in circumstances in which a quoted price in an active market for an identical liability is not available, the Company measures fair value using (i) a valuation technique that uses the quoted price of the identical liability when traded as an asset or quoted prices for similar liabilities or similar liabilities when traded as assets or (ii) another valuation technique that is consistent with the principles of fair value measurement, such as the income approach or the market approach. The Company classifies these inputs as Level 3 inputs. Related party transactions: The Company has concluded that it is not practical to determine the estimated fair value of related party transactions. Disclosure rules for fair value measurements require that for financial instruments for which it is not practicable to estimate fair value, information pertinent to those instruments be disclosed. Further information as to these financial transactions with related parties is included in Note 10. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Cash and cash equivalents are stated at cost, which approximates fair value. The Company’s cash and cash equivalents balance may exceed federally insurable limits. The Company mitigates this risk by depositing funds with major financial institutions; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. |
Real Estate Investments | Real Estate Investments Real Estate Acquisition Valuation The Company records acquisitions that meet the definition of a business as a business combination. If the acquisition does not meet the definition of a business, the Company records the acquisition as an asset acquisition. Under both methods, all assets acquired and liabilities assumed are measured based on their acquisition-date fair values. All real estate acquisitions during the years ended December 31, 2023 and 2022 were treated as asset acquisitions. Transaction costs that are related to a business combination are charged to expense as incurred. Transaction costs that are related to an asset acquisition are capitalized as incurred. The Company assesses the acquisition date fair values of all tangible assets, identifiable intangibles, and assumed liabilities using methods similar to those used by independent appraisers, generally utilizing a discounted cash flow analysis that applies appropriate discount and/or capitalization rates and available market information. Estimates of future cash flows are based on a number of factors, including historical operating results, known and anticipated trends, and market and economic conditions. The fair value of tangible assets of an acquired property considers the value of the property as if it were vacant. The majority of the Company's properties which were acquired during the years ended December 31, 2023 and 2022 were purchased through sale-leaseback transactions. These acquisitions satisfied the requirements of sale-leaseback accounting under ASC 842, Leases . The Company records above-market and below-market in-place lease values for acquired properties based on the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining noncancellable term of above-market in-place leases plus any extended term for any leases with below-market renewal options. The Company amortizes any recorded above-market or below-market lease values as a reduction or increase, respectively, to rental income over the remaining noncancellable terms of the respective lease, including any below-market renewal periods. The Company estimates the value of tenant origination and absorption costs by considering the estimated carrying costs during hypothetical expected lease-up periods, considering current market conditions. In estimating carrying costs, the Company generally includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease up periods. The Company amortizes the value of tenant origination and absorption costs to depreciation and amortization expense over the remaining term of the respective lease. Estimates of the fair values of the tangible assets, identifiable intangibles and assumed liabilities require the Company to make significant assumptions to estimate market lease rates, property-operating expenses, carrying costs during lease-up periods, discount rates, market absorption periods, and the number of years the property will be held for investment. Therefore, the Company classifies these inputs as Level 3 inputs. The use of inappropriate assumptions would result in an incorrect valuation of the Company’s acquired tangible assets, identifiable intangibles and assumed liabilities, which would impact the amount of the Company’s net income (loss). |
Depreciation and Amortization | Depreciation and Amortization Real estate costs related to the acquisition and improvement of properties are capitalized and depreciated or amortized over the expected useful life of the asset on a straight-line basis. Repair and maintenance costs include all costs that do not extend the useful life of the real estate asset and are expensed as incurred. Significant replacements and betterments are capitalized. The Company anticipates the estimated useful lives of its assets by class to be generally as follows: ● Buildings 10 - 48 years ● Site improvements Shorter of 15 years or remaining lease term ● Tenant improvements Shorter of 15 years or remaining lease term ● Industrial equipment 20 years ● Tenant origination and absorption costs, and above-/below-market lease intangibles Remaining lease term |
Impairment of Investment in Real Estate Properties | Impairment of Investment in Real Estate Properties The Company monitors events and changes in circumstances that could indicate that the carrying amounts of investments in real estate properties may not be recoverable. When indicators of potential impairment are present that indicate that the carrying amounts of investments in real estate properties may not be recoverable, management assesses whether the carrying value of the investments in real estate properties will be recovered through the future undiscounted operating cash flows expected from the use of and eventual disposition of the property. If, based on the analysis, the Company does not believe that it will be able to recover the carrying value of the investments in real estate properties, the Company records an impairment charge to the extent the carrying value exceeds the estimated fair value of the investments in real estate properties. The valuation of impaired assets is determined using techniques including discounted cash flow analysis, analysis of recent comparable sales transactions and purchase offers received from third parties, which are Level 3 inputs. When estimating the fair value of the Company's real estate investment, consideration may be given to a single valuation technique or multiple valuation techniques, as appropriate. Estimating future cash flows is highly subjective and estimates can differ materially from actual results. |
Leasing Costs | Leasing Costs The Company accounts for leasing costs under Topic 842. Initial direct costs include only those costs that are incremental to the lease arrangement and would not have been incurred if the lease had not been obtained. The Company amortizes third-party leasing commissions over the life of lease or lease term extension and charges internal leasing costs and third-party legal leasing costs to expense as incurred. These expenses are included in property expenses in the Company's consolidated statements of operations. |
Real Estate Investments Held for Sale | Real Estate Investments Held for Sale The Company generally considers a real estate investment to be “held for sale” when the following criteria are met as of the balance sheet date: (i) management commits to a plan to sell the property, (ii) the property is available for sale immediately, (iii) the property is actively being marketed for sale at a price that is reasonable in relation to its current fair value, (iv) the sale of the property within one year is considered probable and (v) significant changes to the plan to sell are not expected. Real estate that is held for sale and its related assets are classified as “real estate investments held for sale, net” and “other assets related to real estate investments held for sale,” respectively, in the accompanying consolidated balance sheets. Other liabilities related to real estate investments held for sale are classified as “other liabilities related to real estate investments held for sale” in the accompanying consolidated balance sheets. Real estate investments classified as held for sale are no longer depreciated and are reported at the lower of their carrying value or their estimated fair value less estimated costs to sell. Operating results of properties that were classified as held for sale in the ordinary course of business are included in continuing operations in the Company’s accompanying consolidated statements of operations. |
Unconsolidated Investment in a Real Estate Property | Unconsolidated Investment in a Real Estate Property The Company accounts for investments in an entity over which the Company has the ability to exercise significant influence under the equity method of accounting. Under the equity method of accounting, an investment is initially recognized at cost and is subsequently adjusted to reflect the Company’s share of earnings or losses of the investee. The investment is also increased for additional amounts invested and decreased for any distributions received from the investee. Equity method investment is reviewed for impairment whenever events or circumstances indicate that the carrying amount of the investment might not be recoverable. If an equity method investment is determined to be other-than-temporarily impaired, the investment is reduced to fair value and an impairment charge is recorded as a reduction to earnings. The Company's unconsolidated investment is in the form of its share in the ownership of a real estate property where the equity method of accounting is applied. |
Other Investments | Other Investments |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs represent commitment fees, mortgage loan and line of credit fees, legal fees, and other third-party costs associated with obtaining financing and are presented on the Company's balance sheet as a direct deduction from the carrying value of the associated debt liabilities. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are generally expensed when the associated debt is refinanced or repaid before maturity unless specific rules are met that would allow for the carryover of such costs. Costs incurred in seeking financing transactions that do not close are expensed in the period in which it is determined that the financing will not close. Unamortized deferred financing costs related to mortgage notes payable are presented as a reduction to the outstanding balance of mortgage notes payable in the Company's consolidated balance sheets. Unamortized deferred financing costs related to revolving credit facilities are presented as an asset under prepaid expenses and other assets in the Company's consolidated balance sheets. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities The Company enters into derivative instruments for risk management purposes to hedge its exposure to cash flow variability caused by changing interest rates on its variable rate debt. The Company does not enter into derivatives for speculative purposes. The Company records derivative instruments at fair value on its accompanying consolidated balance sheets. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. If the Company elects to designate a derivative in a hedging relationship and the hedging relationship satisfies the criteria necessary to apply hedge accounting, the derivative is designated as a cash flow hedge and the unrealized holding gain or loss on the interest rate swap is presented in comprehensive (loss) income and accumulated other comprehensive income in the Company's accompanying consolidated statements of comprehensive (loss) income and consolidated balance sheets, respectively. If the derivative instrument does not meet the hedge accounting criteria, the change in the fair value of the derivative is recorded as a gain or loss on the interest rate swap and included in interest expense, net of derivative settlements and unrealized gain on interest rate swaps in the Company's accompanying consolidated statements of operations. Gains or losses from derivative instruments are presented in the Company's accompanying consolidated statements of cash flows under adjustments to reconcile net loss to net cash provided by operating activities. The Company has entered into interest rate swaps as a fixed rate payer to mitigate its exposure to rising interest rates on its variable rate term loan. The value of interest rate swaps is primarily impacted by interest rates, market expectations about interest rates, and the remaining life of the instrument. In general, increases in interest rates, or anticipated increases in interest rates, will increase the value of the fixed rate payer position and decrease the value of the variable rate payer position. As the remaining life of the interest rate swap decreases, the value of both positions will generally move towards zero. The Company may enter into derivative contracts that are intended to economically hedge certain risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. |
Distribution Reinvestment Plan | Distribution Reinvestment Plan The Company adopted the DRP through which common stockholders may elect to reinvest the distributions declared on their shares in additional shares of the Company’s common stock in lieu of receiving cash distributions. Under the DRP, stockholders electing to participate in the DRP must reinvest all (as opposed to only a portion of) cash distributions in shares of the Company Class C Common Stock (see Note 1 for more details on the Second Amended and Restated DRP). |
Restricted Operating Partnership Unit Awards | Restricted Operating Partnership Unit Awards Historically, the fair values of the restricted Operating Partnership's unit awards issued or granted by the Company were based on the estimated NAV per share (unaudited) of the Company’s common stock on the date of issuance or grant, adjusted for an illiquidity discount due to the illiquid nature of the underlying equity prior to the listing of the Company's Class C Common Stock on the NYSE. The fair value of future grants of restricted Operating Partnership unit awards will be determined based on the NYSE's market closing price of the Company's Class C Common Stock on the date of grant. Operating Partnership units issued as purchase consideration in connection with the Self-Management Transaction and UPREIT unit transactions (each defined and discussed in Note 12) are recorded in equity under noncontrolling interest in the Operating Partnership in the Company's consolidated balance sheets and statements of equity. For units granted to employees of the Company that are not included in the purchase consideration, the fair value of the award is amortized using the straight-line method over the requisite service period of the award, which is generally the vesting period (see Note 12 ). The Company has elected to record forfeitures as they occur. Compensation cost is recorded for units to be issued subject to a performance condition when it is probable that the performance condition will be met. |
Immaterial Error Corrections and Reclassifications | Immaterial Error Corrections During the first quarter of 2023, management determined that its prior treatment of property taxes in those instances where the Company was responsible for paying property taxes and subsequently seeking tenant reimbursement should be treated differently than those instances where property taxes were paid directly by tenants to taxing authorities. Management determined that property taxes paid directly by tenants to taxing authorities should not have been recorded in the Company’s accompanying consolidated statements of operations for the prior year periods in accordance with ASU 2018-20 “Leases (Topic 842) - Narrow-Scope Improvements for Lessors.” Accordingly, the Company’s accompanying consolidated statement of operations for the year ended December 31, 2022 reflects an adjustment to reduce rental income and a corresponding reduction in property expenses of $2,352,235 for such property taxes and the Company's consolidated balance sheet as of December 31, 2022 reflects a reduction in tenant receivables with a corresponding reduction in accounts payable, accrued and other liabilities of $1,596,127. The corrections did not affect net loss, net loss per share or equity for the year ended December 31, 2022 in the accompanying consolidated statement of operations. Reclassifications Certain prior year balance sheet, statement of operations and statement of cash flows accounts have been reclassified to conform with the current year presentation. The reclassifications did not affect net income in the prior year consolidated statement of operations. |
Segments | Segments |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Accounting Standard Recently Issued and Not Yet Adopted In August 2023, the FASB issued ASU 2023-05, Business Combinations – Joint Venture Formations (Subtopic 805-60) (“ASU 2023-05”), which addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. At present, GAAP does not provide specific authoritative guidance on how a joint venture, upon formation, should recognize and initially measure assets contributed and liabilities assumed. ASU 2023-05 will require that a joint venture apply a new basis of accounting upon formation. By applying the new basis of accounting, a joint venture, upon formation, will recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance). The amendments in ASU 2023-05 are effective prospectively for all joint ventures formed on or after January 1, 2025. Joint ventures formed prior to January 1, 2025 may elect to apply the amendments retrospectively and early adoption is permitted. The Company does not currently anticipate any material impact from the implementation of ASU 2023-05. In November 2023, the FASB issued ASU 2023-07, Segment Reporting , which establishes improvements to reportable segments disclosures to enhance segment reporting under Topic 280. This ASU aims to change how public entities identify and aggregate operating segments and apply quantitative thresholds to determine their reportable segments. This ASU also requires public entities that operate as a single reportable segment to provide all segment disclosures in Topic 280, not just entity level disclosures. The guidance will be effective for the Company for years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 and the amendments should be applied retrospectively to all periods presented in the financial statements. The Company is currently evaluating the impact on its financial statement disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment | The Company anticipates the estimated useful lives of its assets by class to be generally as follows: ● Buildings 10 - 48 years ● Site improvements Shorter of 15 years or remaining lease term ● Tenant improvements Shorter of 15 years or remaining lease term ● Industrial equipment 20 years ● Tenant origination and absorption costs, and above-/below-market lease intangibles Remaining lease term |
REAL ESTATE INVESTMENTS (Tables
REAL ESTATE INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Real Estate [Abstract] | |
Schedule of Acquisitions | During the year ended December 31, 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 5/3/2023 246,355 5,530,235 — — 5,776,590 S.J. Electro Systems Detroit Lakes, MN 5/5/2023 1,736,976 4,577,081 — — 6,314,057 S.J. Electro Systems Plymouth, MN 5/5/2023 627,903 1,597,732 — — 2,225,635 S.J. Electro Systems Ashland, OH 5/5/2023 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 7/3/2023 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) Includes a $1,800,000 advance to fund improvements to the previously acquired Lindsay property in Franklinton, North Carolina, which was initially recorded as a construction advance in prepaid expenses and other assets (see Note 6 for the remaining balance as of December 31, 2023). (2) The Company issued 287,516 Class C OP Units (as defined in Note 12 ) valued at $5,175,284 based on an agreed upon value of $18.00 per unit for a portion of the purchase price. The noncancellable lease terms of the properties acquired during the year ended December 31, 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 |
Schedule of Dispositions and Real Estate Investments Held for Sale | During the year ended December 31, 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) 38,902,508 (1) EMC Shop Rocklin, CA 8/31/2023 Flex 40,110 5,466,960 178,239 5,454,966 241,795 $ 47,466,960 $ (1,708,801) $ 44,357,474 (1) Represents the combined net loss on sale of $1,887,040 and net proceeds of $38,902,508 for the August 10, 2023 sale of 13 properties to GIPR. The following table summarizes the major components of assets and liabilities related to real estate investments held for sale as of December 31, 2023 and 2022: December 31, 2023 2022 Assets related to real estate investments held for sale: Land, buildings and improvements $ 14,590,062 $ 6,357,172 Tenant origination and absorption costs 1,779,156 355,252 Accumulated depreciation and amortization (4,811,529) (1,456,699) Real estate investments held for sale, net 11,557,689 5,255,725 Other assets, net 103,337 12,765 Total assets related to real estate investments held for sale: $ 11,661,026 $ 5,268,490 Liabilities related to real estate investments held for sale: Other liabilities, net $ 248,727 $ 117,881 Total liabilities related to real estate investments held for sale: $ 248,727 $ 117,881 |
Schedule of Asset and Rental Income Concentration | As of December 31, 2023 and 2022, the Company’s real estate portfolio asset concentration (greater than 10% of total assets) was as follows: December 31, 2023 December 31, 2022 Property and Location Net Carrying Value Percentage of Net Carrying Value Percentage of KIA/Trophy of Carson, Carson, CA $ 67,325,569 12.7 % $ 68,387,431 15.0 % During the year ended December 31, 2023 and 2022, the Company’s rental income concentration (greater than 10% of rental income) was as follows: Year Ended December 31, 2023 Year Ended December 31, 2022 Property 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 $ 6,124,877 13.0 % (1) (1) KIA/Trophy of Carson, Carson, CA $ 5,168,346 11.0 % $ 4,958,483 11.3 % Sutter Health, Rancho Cordova, CA (2) $ — — % $ 6,318,265 14.4 % (1) The Lindsay properties represented a source of greater than 10% of total rental income during the year ended December 31, 2023, but not the year ended December 31, 2022, since eight of the Lindsay properties were acquired on April 19, 2022 and one was acquired on April 13, 2023. (2) Includes early termination fee of $3,751,984 in 2022. |
Schedule of Rental Payments for Operating Leases | As of December 31, 2023, the future minimum contractual rent payments due to the Company under the Company’s non-cancellable operating leases, excluding rents for periods subsequent to sales are as follows: 2024 $ 37,916,541 2025 37,472,337 2026 34,329,475 2027 33,962,306 2028 34,220,325 Thereafter 514,095,972 $ 691,996,956 |
Schedule of Intangible Assets | As of December 31, 2023 and 2022, intangible assets, net related to the Company’s real estate were as follows: December 31, 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 $ 15,707,458 $ 1,559,546 $ (14,364,650) $ 19,499,749 $ 2,485,510 $ (14,378,808) Accumulated amortization (10,715,945) (245,587) 5,496,046 (12,722,558) (634,754) 4,703,122 Net amount $ 4,991,513 $ 1,313,959 $ (8,868,604) $ 6,777,191 $ 1,850,756 $ (9,675,686) |
Schedule of Intangible Assets Amortization | As of December 31, 2023, 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 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) 2028 429,884 54,278 (910,052) Thereafter 1,816,708 1,006,414 (4,276,972) $ 4,991,513 $ 1,313,959 $ (8,868,604) Weighted-average remaining amortization period 8.5 years 23.1 years 9.9 years |
UNCONSOLIDATED INVESTMENT IN _2
UNCONSOLIDATED INVESTMENT IN A REAL ESTATE PROPERTY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Equity Method Investments | The Company’s unconsolidated investment in a real estate property as of December 31, 2023 and 2022, is as follows: December 31, 2023 2022 The TIC Interest $ 10,053,931 $ 10,007,420 |
Schedule of Properties Equity In Earnings | The Company’s income from unconsolidated investment in a real estate property for the years ended December 31, 2023 and 2022, is as follows: Years Ended December 31, 2023 2022 The TIC Interest $ 279,549 $ 278,002 |
Schedule of Summarized Financial Information | The following is summarized financial information for the Santa Clara, California property as of and for the years ended December 31, 2023 and 2022: December 31, 2023 2022 Assets: Real estate investments, net $ 28,563,746 $ 29,294,081 Cash and cash equivalents 482,653 300,405 Other assets 79,639 43,159 Total assets $ 29,126,038 $ 29,637,645 Liabilities: Mortgage notes payable, net $ 12,642,798 $ 12,936,929 Below-market lease, net 2,367,812 2,514,199 Other liabilities 287,989 424,662 Total liabilities 15,298,599 15,875,790 Total equity 13,827,439 13,761,855 Total liabilities and equity $ 29,126,038 $ 29,637,645 Years Ended December 31, 2023 2022 Total revenue $ 2,730,578 $ 2,749,939 Operating expenses: Depreciation and amortization 1,040,586 1,068,685 Other expenses 777,953 759,126 Total operating expenses 1,818,539 1,827,811 Operating income 912,039 922,128 Interest expense 527,567 539,784 Net income $ 384,472 $ 382,344 |
INVESTMENT IN PREFERRED STOCK (
INVESTMENT IN PREFERRED STOCK (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Investment in Preferred Stock | The Company’s investment in preferred stock as of December 31, 2023 is as follows: December 31, 2023 Liquidation value of GIPR preferred stock $ 12,000,000 Adjustment to reduce liquidation value to fair value (2,380,000) Fair value of GIPR preferred stock as of August 10, 2023 9,620,000 Increase in fair value of preferred stock between August 10, 2023 and December 31, 2023 1,418,658 Fair value of GIPR preferred stock as of December 31, 2023 $ 11,038,658 |
OTHER BALANCE SHEET DETAILS (Ta
OTHER BALANCE SHEET DETAILS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Supplemental Detail Disclosures for Consolidate Balance Sheet | As of December 31, 2023 and 2022, tenant receivables consisted of the following: December 31, 2023 2022 Straight-line rent $ 12,474,137 $ 6,607,220 Tenant rent and billed reimbursements 107,635 196,477 Unbilled tenant reimbursements 212,796 459,505 Total $ 12,794,568 $ 7,263,202 As of December 31, 2023 and 2022, prepaid expenses and other assets were comprised of the following: December 31, 2023 2022 Prepaid expenses and other receivables and assets $ 1,897,285 $ 1,880,229 Construction advances (1) 1,352,355 540,548 Deferred financing costs on credit facility revolver 748,662 1,115,354 Deferred tenant allowance (2) 174,919 2,564,806 Total $ 4,173,221 $ 6,100,937 (1) The balance as of December 31, 2023 and 2022 represents advances for improvements to be made to the Lindsay property in Franklinton, North Carolina and the Lindsay property in Dacono, Colorado, respectively. (2) Deferred tenant balances for the Pre-K Education and Walgreens leases were disposed in the August 10, 2023 sale transaction. As of December 31, 2023 and 2022, accounts payable, accrued and other liabilities were comprised of the following: December 31, 2023 2022 Accounts payable $ 562,647 $ 1,001,411 Accrued expenses 1,202,115 2,163,821 Accrued interest payable 358,777 285,392 Unearned rent 2,159,281 1,870,057 Lease incentive obligation 186,688 561,057 Total $ 4,469,508 $ 5,881,738 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | The breakdown of debt as of December 31, 2023 and 2022 is as follows: December 31, Collateral 2023 2022 Mortgage notes payable, net $ 31,030,241 $ 44,435,556 Credit facility: Revolver — 3,000,000 Term loan, net 248,508,515 148,018,164 Total $ 279,538,756 $ 195,453,720 |
Schedule of Debt | As of December 31, 2023 and 2022, the Company’s mortgage notes payable consisted of the following: Collateral 2023 Principal Balance 2022 Principal Balance Interest Rate (1) Loan Costco property $ 18,850,000 $ 18,850,000 4.85% 1/1/2030 Taylor Fresh Foods property 12,350,000 12,350,000 3.85% 11/1/2029 OES property (2) — 13,315,009 4.50% 3/9/2024 Total mortgage notes payable 31,200,000 44,515,009 Plus unamortized mortgage premium, net (3) — 119,245 Less unamortized deferred financing costs (169,759) (198,698) Mortgage notes payable, net $ 31,030,241 $ 44,435,556 (1) Represents the contractual interest rate in effect under the mortgage notes payable as of December 31, 2023. (2) During August and September 2023, the Company prepaid an aggregate of $10,000,000 principal amount of the mortgage on the OES property following the dispositions completed in August 2023. The Company repaid the remaining balance of this mortgage on December 29, 2023. (3) Represents unamortized net mortgage premium acquired through the merger with Rich Uncles Real Estate Investment Trust I on December 31, 2019 related to the OES property mortgage loan, which was repaid during 2023. |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following summarizes the face value, carrying amount and fair value of the Company’s mortgage notes payable (Level 3 measurement) as of December 31, 2023 and 2022, respectively: 2023 2022 Face Value Carrying Fair Value Face Value Carrying Fair Value Mortgage notes payable $ 31,200,000 $ 31,030,241 $ 27,999,621 $ 44,515,009 $ 44,435,556 $ 41,293,644 |
Schedule of Maturities of Long-term Debt | The following summarizes the future principal repayments of the Company’s mortgage notes payable and Credit Facility as of December 31, 2023: December 31, 2023 Mortgage Notes Credit Facility Revolver Term Loan Total 2024 $ 269,616 $ — $ — $ 269,616 2025 543,886 — — 543,886 2026 568,369 — — 568,369 2027 593,972 — 250,000,000 250,593,972 2028 618,277 — — 618,277 Thereafter 28,605,880 — — 28,605,880 Total principal 31,200,000 — 250,000,000 281,200,000 Less: deferred financing costs, net (169,759) — (1,491,485) (1,661,244) Total $ 31,030,241 $ — $ 248,508,515 $ 279,538,756 |
Schedule of Interest Expense | The following is a reconciliation of the components of interest expense including unrealized (loss) gain on valuation of interest rate swaps, net of derivative settlements for the years ended December 31, 2023 and 2022: Years Ended December 31, 2023 2022 Mortgage notes payable: Interest expense $ 1,719,314 $ 2,235,203 Amortization of deferred financing costs 28,940 28,928 Credit facility: Interest expense 15,463,035 5,155,890 Unused commitment fees 479,997 207,522 Amortization of deferred financing costs 857,043 541,038 Swap derivatives: Derivative cash settlements (1) (5,679,720) (262,888) Unrealized loss (gain) on interest rate swap valuation for first swap (2) 1,658,969 (589,995) Amortization of unrealized (gain) loss on interest rate swap valuation (2) (1,015,151) 65,397 Unrealized (gain) loss on interest rate swap valuation for second swap (3) (25,518) 498,865 Other 319,929 226,698 Total interest expense $ 13,806,838 $ 8,106,658 (1) The Company entered into two swap transaction instruments for its (i) original $150,000,000 Credit Facility Term Loan (first swap) effective May 31, 2022, and (ii) its additional $100,000,000 expanded Term Loan (second swap) effective November 30, 2022, respectively, as described in detail in Note 8 . (2) Due to the Company's $150,000,000 derivative instrument's failure to qualify as a cash flow hedge because it was deemed ineffective for the year ended December 31, 2023, as described in Note 8 , the $1,658,969 loss on the swap valuation for the year ended December 31, 2023, is recognized as an increase in interest expense and the unrealized gain on interest rate swap derivative previously recorded in accumulated other comprehensive income and noncontrolling interest in operating partnership is being amortized on a straight-line basis as a reduction to interest expense through the maturity date of the loan agreement (see Note 8 for more details). (3) The Company's $100,000,000 derivative instrument was not designated as a cash flow hedge and, therefore, the $25,518 gain in the valuation of this swap for the year ended December 31, 2023, respectively, is reflected as a reduction in interest expense (see Note 8 for more details). |
INTEREST RATE SWAP DERIVATIVES
INTEREST RATE SWAP DERIVATIVES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of the Notional Amount and Other Information Related to Interest Rate Swaps | The following table summarizes the notional amount and other information related to the Company’s interest rate swaps as of December 31, 2023 and 2022. December 31, 2023 December 31, 2022 Interest Rate Derivative Number of Notional Amount (i) Reference Weighted Weighted Number Notional Amount (i) Reference Weighted Weighted Designated — $ — USD - SOFR — % 0 years 1 $ 150,000,000 USD - SOFR 4.06 % 4.1 years Non-designated 2 $ 250,000,000 USD - SOFR 4.53 % 3.0 years 1 $ 100,000,000 USD - SOFR 5.24 % 4.1 years (i) The notional amount of the Company’s swaps correspond to the principal balance on the Term Loan. The minimum notional amounts (outstanding principal balance at the maturity date) as of December 31, 2023 and 2022 was $250,000,000. (ii) Based on the terms of the Credit Facility, the fixed pay rate increases if the Company's leverage ratio increases above 50%. |
Schedule of the Fair Value of Derivative Instruments and Their Classification | The following table sets forth the fair value of the Company’s derivative instruments (Level 2 measurement), as well as their classification in the accompanying consolidated balance sheets as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Derivative Instruments Balance Sheet Location Number of Fair Value Number of Fair Value Change in Fair Value Interest Rate Swap Asset - Interest rate swap derivative, at fair value 1 $ 2,970,733 1 $ 4,629,702 $ (1,658,969) Interest Rate Swap Liability - Interest rate swap derivative, at fair value 1 $ (473,348) 1 $ (498,866) $ 25,518 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Total fees incurred and paid or accrued by the Company for board services for the years ended December 31, 2023 and 2022, are as follows: December 31, Board of Directors Compensation 2023 2022 Payments for services rendered $ 250,000 $ 270,000 Value of shares of Class C Common Stock issued for services rendered 305,000 330,000 Total $ 555,000 $ 600,000 Number of shares issued for services rendered 22,153 21,791 Years Ended December 31, 2023 2022 TIC Interest management fee $ 263,971 $ 263,971 Company's share in the management fee $ 191,933 $ 191,933 |
OPERATING PARTNERSHIP UNITS (Ta
OPERATING PARTNERSHIP UNITS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Total Stock Compensation Expense | Total stock compensation expenses for the years ended December 31, 2023 and 2022, were as follows: Years Ended December 31, 2023 2022 Class P OP Units $ 355,134 $ 355,134 Class R OP Units - time vesting units 1,955,544 1,715,888 Class R OP Units - performance vesting units 8,555,529 — Class C Common Stock issued to the board of directors for services (see Note 10 ) 305,000 330,000 Total $ 11,171,207 $ 2,401,022 |
Schedule of Distributions and Allocations of Net (Loss) Gain | The above Class C OP Units received the following distributions and allocations of net (loss) income during the years ended December 31, 2023 and 2022, as follows: Years Ended December 31, 2023 2022 Class C OP Units distributions $ 1,729,608 $ 1,383,433 Class C OP Units net loss allocation $ 2,082,419 $ 1,222,783 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the computation of the Company's basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2023 and 2022: Years Ended December 31, 2023 2022 Numerator - Basic: Net loss $ (8,696,261) $ (4,511,318) Net loss attributable to noncontrolling interest in Operating Partnership 2,082,419 1,222,783 Preferred stock dividends (3,687,500) (3,687,500) Net loss attributable to common stockholders $ (10,301,342) $ (6,976,035) Numerator - Diluted: Net loss $ (8,696,261) $ (4,511,318) Preferred stock dividends (3,687,500) (3,687,500) Net loss attributable to common stockholders $ (12,383,761) $ (8,198,818) Denominator: Weighted average shares outstanding - basic and diluted 7,558,833 7,487,204 Loss per share attributable to common stockholders: Basic and diluted $ (1.36) $ (0.93) |
BUSINESS AND ORGANIZATION - Nar
BUSINESS AND ORGANIZATION - Narrative (Details) | 2 Months Ended | 11 Months Ended | 12 Months Ended | 23 Months Ended | |||||||
Aug. 10, 2023 property | Jun. 06, 2022 USD ($) | Mar. 30, 2022 USD ($) | Feb. 15, 2022 USD ($) $ / shares | Dec. 31, 2023 USD ($) ft² property $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) ft² property $ / shares shares | Dec. 31, 2022 USD ($) property $ / shares shares | Dec. 31, 2023 ft² property $ / shares shares | Dec. 21, 2022 USD ($) | Sep. 30, 2021 shares | |
Business And Organization [Line Items] | |||||||||||
Issued common stock (in shares) | shares | 450,000,000 | 450,000,000 | 450,000,000 | ||||||||
Preferred stock, shares authorized (in shares) | shares | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | |||||||
Preferred stock par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Number of square feet of aggregate leasable space (in square foot) | ft² | 4,600,000 | 4,600,000 | 4,600,000 | ||||||||
Number of real estate properties | property | 44 | 44 | 44 | ||||||||
Number of real estate properties sold | property | 13 | 14 | 8 | ||||||||
Net of sales commission | $ 0 | $ 1,108,221 | |||||||||
Proceeds from offerings of common stock, net | $ 832,082 | $ 114,500 | |||||||||
ATM Offering | |||||||||||
Business And Organization [Line Items] | |||||||||||
Net of sales commission | $ 448,669 | ||||||||||
Maximum | |||||||||||
Business And Organization [Line Items] | |||||||||||
Authorized offering amount | $ 200,000,000 | ||||||||||
Class C Common Stock (“CS”) | |||||||||||
Business And Organization [Line Items] | |||||||||||
Authorized amount | $ 20,000,000 | ||||||||||
Treasury Stock | |||||||||||
Business And Organization [Line Items] | |||||||||||
Repurchase of common stock (in shares) | shares | 250,153 | 93,357 | |||||||||
Repurchase of common stock | $ 4,161,618 | $ 1,129,162 | |||||||||
Average cost per share of stock shares repurchased (in usd per share) | $ / shares | $ 16.64 | $ 12.10 | |||||||||
Tenant-in-common | |||||||||||
Business And Organization [Line Items] | |||||||||||
Investment allocation, percent | 72.70% | 72.70% | 72.70% | ||||||||
Industrial equipment | |||||||||||
Business And Organization [Line Items] | |||||||||||
Number of real estate properties | property | 39 | 39 | 39 | ||||||||
Number of real estate properties sold | property | 1 | ||||||||||
Tenant-in-common interest | |||||||||||
Business And Organization [Line Items] | |||||||||||
Investment allocation, percent | 76% | 76% | 76% | ||||||||
Retail | |||||||||||
Business And Organization [Line Items] | |||||||||||
Number of square feet of aggregate leasable space (in square foot) | ft² | 241,795 | 241,795 | 241,795 | ||||||||
Number of real estate properties | property | 1 | 1 | 1 | ||||||||
Investment allocation, percent | 11% | 11% | 11% | ||||||||
Number of real estate properties sold | property | 1 | ||||||||||
Office | |||||||||||
Business And Organization [Line Items] | |||||||||||
Number of real estate properties | property | 4 | 4 | 4 | ||||||||
Investment allocation, percent | 13% | 13% | 13% | ||||||||
Number of real estate properties sold | property | 6 | ||||||||||
Operating Partnership | |||||||||||
Business And Organization [Line Items] | |||||||||||
Ownership interest (as a percent) | 68% | 73% | |||||||||
Series A Preferred Stock | |||||||||||
Business And Organization [Line Items] | |||||||||||
Preferred stock, shares authorized (in shares) | shares | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||
Preferred stock, dividend rate, percentage | 7.375% | ||||||||||
Authorized amount | $ 15,000,000 | ||||||||||
Series A Preferred Stock | Maximum | |||||||||||
Business And Organization [Line Items] | |||||||||||
Preferred stock, dividend rate, percentage | 9.375% | ||||||||||
Class C | |||||||||||
Business And Organization [Line Items] | |||||||||||
Common stock, shares authorized (in shares) | shares | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | ||||||
Common stock par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Shares sold in offering (in shares) | shares | 85,072 | ||||||||||
Common stock, shares issued, value | $ 1,280,751 | ||||||||||
Net of sales commission | 26,138 | ||||||||||
Proceeds from offerings of common stock, net | $ 832,082 | ||||||||||
Purchase price of common stock, percent | 97% | ||||||||||
Discount from market price, percent | 3% | ||||||||||
Purchase price, percent, based on average price per share | 100% | ||||||||||
Per share processing fee | $ / shares | $ 0.05 | ||||||||||
Class C | Prospectus Supplement | |||||||||||
Business And Organization [Line Items] | |||||||||||
Prospectus supplement, common stock offering | $ 50,000,000 | ||||||||||
Class C | Minimum | |||||||||||
Business And Organization [Line Items] | |||||||||||
Discount from market price, percent | 0% | ||||||||||
Class C | Maximum | |||||||||||
Business And Organization [Line Items] | |||||||||||
Discount from market price, percent | 5% | ||||||||||
Class C | Class C Common Stock (“CS”) | |||||||||||
Business And Organization [Line Items] | |||||||||||
Issuance of stock (in shares) | shares | 85,072 | ||||||||||
Class S | |||||||||||
Business And Organization [Line Items] | |||||||||||
Common stock, shares authorized (in shares) | shares | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||
Common stock par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Class C And S | Class C Common Stock (“CS”) | |||||||||||
Business And Organization [Line Items] | |||||||||||
Issuance of stock (in shares) | shares | 357,883 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) segment entity | Dec. 31, 2022 USD ($) segment | |
Accounting Policies [Line Items] | ||
Number of entities | entity | 2 | |
Impairment of other investments | $ 0 | $ 0 |
Rental income | 46,936,599 | 43,822,032 |
Tenant deferred rent and other receivables | $ 12,794,568 | $ 7,263,202 |
Number of reportable segments | segment | 1 | 1 |
Revision of Prior Period, Reclassification, Adjustment | ||
Accounting Policies [Line Items] | ||
Rental income | $ 2,352,235 | |
Tenant deferred rent and other receivables | $ 1,596,127 | |
Buildings | Minimum | ||
Accounting Policies [Line Items] | ||
Estimated useful lives (in years) | 10 years | |
Buildings | Maximum | ||
Accounting Policies [Line Items] | ||
Estimated useful lives (in years) | 48 years | |
Site improvements | Maximum | ||
Accounting Policies [Line Items] | ||
Estimated useful lives (in years) | 15 years | |
Tenant improvements | ||
Accounting Policies [Line Items] | ||
Estimated useful lives (in years) | 15 years | |
Tenant improvements | Maximum | ||
Accounting Policies [Line Items] | ||
Estimated useful lives (in years) | 15 years | |
Industrial equipment | ||
Accounting Policies [Line Items] | ||
Estimated useful lives (in years) | 20 years |
REAL ESTATE INVESTMENTS - Narra
REAL ESTATE INVESTMENTS - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||||||||
Aug. 31, 2023 USD ($) ft² | Aug. 10, 2023 property | Dec. 31, 2023 USD ($) ft² property state | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) ft² property state | Dec. 31, 2023 USD ($) ft² property state | Dec. 31, 2022 USD ($) ft² property state | Aug. 01, 2024 | Aug. 01, 2023 | Jun. 29, 2023 USD ($) | Apr. 18, 2023 $ / ft² | Apr. 17, 2023 $ / ft² | Jan. 23, 2023 | |
Real Estate [Line Items] | |||||||||||||
Number of real estate properties | property | 44 | 44 | |||||||||||
Number of states in which entity operates | state | 16 | 16 | |||||||||||
Number of real estate properties sold | property | 13 | 14 | 8 | ||||||||||
Revenue related to acquisition | $ 8,155,376 | ||||||||||||
Real estate properties acquired | property | 12 | 12 | |||||||||||
Cost of real estate property | $ 524,661,932 | $ 457,453,085 | $ 524,661,932 | $ 457,453,085 | |||||||||
Number of states where properties located | state | 10 | 10 | |||||||||||
Rentable Square Feet | ft² | 4,600,000 | 4,600,000 | |||||||||||
(Loss) gain on sale of real estate investments, net | $ (1,708,801) | $ 12,196,371 | |||||||||||
Impairment of real estate investment property | $ 888,186 | $ 3,499,438 | $ 2,080,727 | $ 4,387,624 | |||||||||
Acquisitions for 2022 | |||||||||||||
Real Estate [Line Items] | |||||||||||||
Cost of real estate property | $ 162,313,032 | $ 162,313,032 | |||||||||||
Term of contract | 24 years | 24 years | |||||||||||
Kia and Kalera | |||||||||||||
Real Estate [Line Items] | |||||||||||||
Revenue related to acquisition | $ 10,031,082 | ||||||||||||
Solar Turbines, San Diego, CA | |||||||||||||
Real Estate [Line Items] | |||||||||||||
Operating leases extension | 2 years | ||||||||||||
Renewal term, increase in rent (percent) | 14% | ||||||||||||
Solar Turbines, San Diego, CA | Forecast | |||||||||||||
Real Estate [Line Items] | |||||||||||||
Renewal term, increase in rent (percent) | 3% | ||||||||||||
Levins | |||||||||||||
Real Estate [Line Items] | |||||||||||||
Increase in percentage of annual rent rate | 69% | ||||||||||||
Annual rent rate | $ / ft² | 7 | 4.14 | |||||||||||
The EMC Shop | |||||||||||||
Real Estate [Line Items] | |||||||||||||
Initial base annual rent | $ 441,210 | ||||||||||||
Industrial equipment | |||||||||||||
Real Estate [Line Items] | |||||||||||||
Number of real estate properties | property | 39 | 39 | |||||||||||
Number of real estate properties sold | property | 1 | ||||||||||||
Real estate properties acquired | property | 15 | 15 | |||||||||||
Industrial equipment | EMC Shop, Rocklin, CA | |||||||||||||
Real Estate [Line Items] | |||||||||||||
Rentable Square Feet | ft² | 40,110 | ||||||||||||
Disposal group, including discontinued operation, consideration | $ 5,466,960 | ||||||||||||
(Loss) gain on sale of real estate investments, net | 178,239 | ||||||||||||
Net proceeds | $ 5,454,966 | ||||||||||||
Retail | |||||||||||||
Real Estate [Line Items] | |||||||||||||
Number of real estate properties | property | 1 | 1 | |||||||||||
Number of real estate properties sold | property | 1 | ||||||||||||
Real estate properties acquired | property | 1 | 1 | |||||||||||
Rentable Square Feet | ft² | 241,795 | 241,795 | |||||||||||
Disposal group, including discontinued operation, consideration | $ 47,466,960 | $ 47,466,960 | |||||||||||
(Loss) gain on sale of real estate investments, net | (1,708,801) | ||||||||||||
Net proceeds | $ 44,357,474 | ||||||||||||
Office | |||||||||||||
Real Estate [Line Items] | |||||||||||||
Number of real estate properties | property | 4 | 4 | |||||||||||
Number of real estate properties sold | property | 6 | ||||||||||||
Net proceeds | $ 48,655,777 | ||||||||||||
Office | EMC Shop, Rocklin, CA | |||||||||||||
Real Estate [Line Items] | |||||||||||||
Term of contract | 11 years 6 months | ||||||||||||
Office and Flex | |||||||||||||
Real Estate [Line Items] | |||||||||||||
Rentable Square Feet | ft² | 346,979 | 346,979 | |||||||||||
Disposal group, including discontinued operation, consideration | $ 73,038,045 | $ 73,038,045 | |||||||||||
(Loss) gain on sale of real estate investments, net | $ 12,196,371 |
REAL ESTATE INVESTMENTS - Acqui
REAL ESTATE INVESTMENTS - Acquisition (Details) | 12 Months Ended | ||||||||||
Apr. 13, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) property | Jul. 11, 2023 USD ($) | Jul. 03, 2023 USD ($) | May 11, 2023 USD ($) | May 05, 2023 USD ($) | May 03, 2023 USD ($) | Apr. 20, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jan. 26, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Real Estate [Line Items] | |||||||||||
Real estate properties acquired | property | 12 | ||||||||||
Land | $ 104,858,693 | $ 103,657,237 | |||||||||
Tenant origination and absorption costs | 15,707,458 | 19,499,749 | |||||||||
Acquisition Price | $ 524,661,932 | $ 457,453,085 | |||||||||
Number of real estate properties | property | 44 | ||||||||||
Summit Steel and Manufacturing, Inc. | Class C | |||||||||||
Real Estate [Line Items] | |||||||||||
Stock issued during period, value, purchase of assets | $ 5,175,284 | ||||||||||
Acquisitions for 2023 | |||||||||||
Real Estate [Line Items] | |||||||||||
Land | 12,605,145 | ||||||||||
Buildings and Improvements | 115,079,713 | ||||||||||
Tenant origination and absorption costs | 553,780 | ||||||||||
Below/Above - Market Lease Intangibles | (285,139) | ||||||||||
Acquisition Price | $ 127,953,499 | ||||||||||
Plastic Products, Princeton, MN | |||||||||||
Real Estate [Line Items] | |||||||||||
Land | $ 421,997 | ||||||||||
Buildings and Improvements | 5,696,414 | ||||||||||
Tenant origination and absorption costs | 553,780 | ||||||||||
Below/Above - Market Lease Intangibles | (285,139) | ||||||||||
Acquisition Price | $ 6,387,052 | ||||||||||
Stealth Manufacturing, Savage, MN | |||||||||||
Real Estate [Line Items] | |||||||||||
Land | $ 770,752 | ||||||||||
Buildings and Improvements | 4,755,558 | ||||||||||
Tenant origination and absorption costs | 0 | ||||||||||
Below/Above - Market Lease Intangibles | 0 | ||||||||||
Acquisition Price | $ 5,526,310 | ||||||||||
Lindsay Gap, PA | |||||||||||
Real Estate [Line Items] | |||||||||||
Land | $ 2,125,604 | ||||||||||
Buildings and Improvements | 14,454,440 | ||||||||||
Tenant origination and absorption costs | 0 | ||||||||||
Below/Above - Market Lease Intangibles | 0 | ||||||||||
Acquisition Price | 16,580,044 | ||||||||||
Summit Steel, Reading, PA | |||||||||||
Real Estate [Line Items] | |||||||||||
Land | 1,517,782 | ||||||||||
Buildings and Improvements | 9,879,309 | ||||||||||
Tenant origination and absorption costs | 0 | ||||||||||
Below/Above - Market Lease Intangibles | 0 | ||||||||||
Acquisition Price | $ 11,397,091 | ||||||||||
PBC Linear, Roscoe, IL | |||||||||||
Real Estate [Line Items] | |||||||||||
Land | $ 699,198 | ||||||||||
Buildings and Improvements | 19,324,780 | ||||||||||
Tenant origination and absorption costs | 0 | ||||||||||
Below/Above - Market Lease Intangibles | 0 | ||||||||||
Acquisition Price | $ 20,023,978 | ||||||||||
Cameron Tool, Lansing, MI | |||||||||||
Real Estate [Line Items] | |||||||||||
Land | $ 246,355 | ||||||||||
Buildings and Improvements | 5,530,235 | ||||||||||
Tenant origination and absorption costs | 0 | ||||||||||
Below/Above - Market Lease Intangibles | 0 | ||||||||||
Acquisition Price | $ 5,776,590 | ||||||||||
S J Electro Systems Detroit Lakes, MN | |||||||||||
Real Estate [Line Items] | |||||||||||
Land | $ 1,736,976 | ||||||||||
Buildings and Improvements | 4,577,081 | ||||||||||
Tenant origination and absorption costs | 0 | ||||||||||
Below/Above - Market Lease Intangibles | 0 | ||||||||||
Acquisition Price | 6,314,057 | ||||||||||
S J Electro Systems Plymouth, MN | |||||||||||
Real Estate [Line Items] | |||||||||||
Land | 627,903 | ||||||||||
Buildings and Improvements | 1,597,732 | ||||||||||
Tenant origination and absorption costs | 0 | ||||||||||
Below/Above - Market Lease Intangibles | 0 | ||||||||||
Acquisition Price | 2,225,635 | ||||||||||
S J Electro Systems Ashland, TX | |||||||||||
Real Estate [Line Items] | |||||||||||
Land | 251,233 | ||||||||||
Buildings and Improvements | 7,303,978 | ||||||||||
Tenant origination and absorption costs | 0 | ||||||||||
Below/Above - Market Lease Intangibles | 0 | ||||||||||
Acquisition Price | $ 7,555,211 | ||||||||||
Titan, Alleyton, TX | |||||||||||
Real Estate [Line Items] | |||||||||||
Land | $ 2,056,161 | ||||||||||
Buildings and Improvements | 15,090,342 | ||||||||||
Tenant origination and absorption costs | 0 | ||||||||||
Below/Above - Market Lease Intangibles | 0 | ||||||||||
Acquisition Price | $ 17,146,503 | ||||||||||
Vistech, Piqua, OH | |||||||||||
Real Estate [Line Items] | |||||||||||
Land | $ 922,310 | ||||||||||
Buildings and Improvements | 12,628,622 | ||||||||||
Tenant origination and absorption costs | 0 | ||||||||||
Below/Above - Market Lease Intangibles | 0 | ||||||||||
Acquisition Price | $ 13,550,932 | ||||||||||
SixAxis, Andrews, SC | |||||||||||
Real Estate [Line Items] | |||||||||||
Land | $ 1,228,874 | ||||||||||
Buildings and Improvements | 14,241,222 | ||||||||||
Tenant origination and absorption costs | 0 | ||||||||||
Below/Above - Market Lease Intangibles | 0 | ||||||||||
Acquisition Price | $ 15,470,096 | ||||||||||
SJE | |||||||||||
Real Estate [Line Items] | |||||||||||
Number of real estate properties | property | 3 | ||||||||||
Summit Steel and Manufacturing, Inc. | Summit Steel and Manufacturing, Inc. | Class C | |||||||||||
Real Estate [Line Items] | |||||||||||
Consideration transferred (in shares) | shares | 287,516 | ||||||||||
Equity interest issued and issuable (in usd per share) | $ / shares | $ 18 | ||||||||||
Lindsay Colorado Properties | |||||||||||
Real Estate [Line Items] | |||||||||||
Number of real estate properties | property | 3 | ||||||||||
Lindsay, Franklinton | NORTH CAROLINA | |||||||||||
Real Estate [Line Items] | |||||||||||
Replacement reserve escrow | $ 1,800,000 |
REAL ESTATE INVESTMENTS - Dispo
REAL ESTATE INVESTMENTS - Dispositions (Details) | 12 Months Ended | |||
Aug. 31, 2023 USD ($) ft² | Aug. 10, 2023 USD ($) ft² property | Dec. 31, 2023 USD ($) ft² property | Dec. 31, 2022 USD ($) ft² property | |
Real Estate [Line Items] | ||||
Number of square feet of aggregate leasable space (in square foot) | ft² | 4,600,000 | |||
(Loss) Gain on Sale | $ (1,708,801) | $ 12,196,371 | ||
Number of real estate properties sold | property | 13 | 14 | 8 | |
Retail | ||||
Real Estate [Line Items] | ||||
Number of square feet of aggregate leasable space (in square foot) | ft² | 241,795 | |||
Contract Sale Price | $ 47,466,960 | |||
(Loss) Gain on Sale | (1,708,801) | |||
Net proceeds | $ 44,357,474 | |||
Number of real estate properties sold | property | 1 | |||
Retail | Dollar General, Litchfield, ME | ||||
Real Estate [Line Items] | ||||
Number of square feet of aggregate leasable space (in square foot) | ft² | 9,026 | |||
Contract Sale Price | $ 1,247,974 | |||
(Loss) Gain on Sale | 0 | |||
Net proceeds | $ 0 | |||
Retail | Dollar General, Wilton, ME | ||||
Real Estate [Line Items] | ||||
Number of square feet of aggregate leasable space (in square foot) | ft² | 9,100 | |||
Contract Sale Price | $ 1,452,188 | |||
(Loss) Gain on Sale | 0 | |||
Net proceeds | $ 0 | |||
Retail | Dollar General, Thompsontown, PA | ||||
Real Estate [Line Items] | ||||
Number of square feet of aggregate leasable space (in square foot) | ft² | 9,100 | |||
Contract Sale Price | $ 1,111,832 | |||
(Loss) Gain on Sale | 0 | |||
Net proceeds | $ 0 | |||
Retail | Dollar General, Mt. Gilead, OH | ||||
Real Estate [Line Items] | ||||
Number of square feet of aggregate leasable space (in square foot) | ft² | 9,026 | |||
Contract Sale Price | $ 1,066,451 | |||
(Loss) Gain on Sale | 0 | |||
Net proceeds | $ 0 | |||
Retail | Dollar General, Lakeside, OH | ||||
Real Estate [Line Items] | ||||
Number of square feet of aggregate leasable space (in square foot) | ft² | 9,026 | |||
Contract Sale Price | $ 1,134,522 | |||
(Loss) Gain on Sale | 0 | |||
Net proceeds | $ 0 | |||
Retail | Dollar General, Castalia, OH | ||||
Real Estate [Line Items] | ||||
Number of square feet of aggregate leasable space (in square foot) | ft² | 9,026 | |||
Contract Sale Price | $ 1,111,832 | |||
(Loss) Gain on Sale | 0 | |||
Net proceeds | $ 0 | |||
Retail | Dollar General Bakersfield | ||||
Real Estate [Line Items] | ||||
Number of square feet of aggregate leasable space (in square foot) | ft² | 18,827 | |||
Contract Sale Price | $ 4,855,751 | |||
(Loss) Gain on Sale | 0 | |||
Net proceeds | $ 0 | |||
Retail | Dollar General, Big Spring, TX | ||||
Real Estate [Line Items] | ||||
Number of square feet of aggregate leasable space (in square foot) | ft² | 9,026 | |||
Contract Sale Price | $ 1,270,665 | |||
(Loss) Gain on Sale | 0 | |||
Net proceeds | $ 0 | |||
Retail | Dollar Tree, Morrow | ||||
Real Estate [Line Items] | ||||
Number of square feet of aggregate leasable space (in square foot) | ft² | 10,906 | |||
Contract Sale Price | $ 1,293,355 | |||
(Loss) Gain on Sale | 0 | |||
Net proceeds | $ 0 | |||
Retail | PreK Education, San Antonio | ||||
Real Estate [Line Items] | ||||
Number of square feet of aggregate leasable space (in square foot) | ft² | 50,000 | |||
Contract Sale Price | $ 12,888,169 | |||
(Loss) Gain on Sale | 0 | |||
Net proceeds | $ 0 | |||
Retail | Walgreens Santa Maria | ||||
Real Estate [Line Items] | ||||
Number of square feet of aggregate leasable space (in square foot) | ft² | 14,490 | |||
Contract Sale Price | $ 6,081,037 | |||
(Loss) Gain on Sale | 0 | |||
Net proceeds | $ 0 | |||
Office and Flex | ||||
Real Estate [Line Items] | ||||
Number of square feet of aggregate leasable space (in square foot) | ft² | 346,979 | |||
Contract Sale Price | $ 73,038,045 | |||
(Loss) Gain on Sale | 12,196,371 | |||
Office | ||||
Real Estate [Line Items] | ||||
Net proceeds | $ 48,655,777 | |||
Number of real estate properties sold | property | 6 | |||
Office | exp US Services, Maitland, FL | ||||
Real Estate [Line Items] | ||||
Number of square feet of aggregate leasable space (in square foot) | ft² | 33,118 | |||
Contract Sale Price | $ 5,899,514 | |||
(Loss) Gain on Sale | 0 | |||
Net proceeds | $ 0 | |||
Office | GSA MSHA, Vacaville | ||||
Real Estate [Line Items] | ||||
Number of square feet of aggregate leasable space (in square foot) | ft² | 11,014 | |||
Contract Sale Price | $ 2,586,710 | |||
(Loss) Gain on Sale | (1,887,040) | |||
Net proceeds | $ 38,902,508 | |||
Flex | ||||
Real Estate [Line Items] | ||||
Number of real estate properties sold | property | 1 | |||
Flex | EMC Shop, Rocklin, CA | ||||
Real Estate [Line Items] | ||||
Number of square feet of aggregate leasable space (in square foot) | ft² | 40,110 | |||
Contract Sale Price | $ 5,466,960 | |||
(Loss) Gain on Sale | 178,239 | |||
Net proceeds | $ 5,454,966 |
REAL ESTATE INVESTMENTS - Sched
REAL ESTATE INVESTMENTS - Schedules of Asset and Rental Income Concentration (Details) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) property | Dec. 31, 2022 USD ($) | Apr. 13, 2023 property | Apr. 19, 2022 property | |
Real Estate [Line Items] | ||||
Net Carrying Value | $ 473,760,320 | $ 410,700,763 | ||
Rental income | $ 46,936,599 | 43,822,032 | ||
Number of real estate properties | property | 44 | |||
Office | ||||
Real Estate [Line Items] | ||||
Number of real estate properties | property | 4 | |||
Lindsay | Rental Income | Real Estate Property | ||||
Real Estate [Line Items] | ||||
Percentage of Total Assets/Rental Income | 13% | |||
Rental income | $ 6,124,877 | |||
KIA/Trophy of Carson, California | Assets | Real Estate Property | ||||
Real Estate [Line Items] | ||||
Net Carrying Value | $ 67,325,569 | $ 68,387,431 | ||
Percentage of Total Assets/Rental Income | 12.70% | 15% | ||
KIA/Trophy of Carson, California | Rental Income | Real Estate Property | ||||
Real Estate [Line Items] | ||||
Percentage of Total Assets/Rental Income | 11% | 11.30% | ||
Rental income | $ 5,168,346 | $ 4,958,483 | ||
Sutter Health, Rancho Cordova, California | Rental Income | Real Estate Property | ||||
Real Estate [Line Items] | ||||
Percentage of Total Assets/Rental Income | 0% | 14.40% | ||
Rental income | $ 0 | $ 6,318,265 | ||
Lindsay Precast, LLC | ||||
Real Estate [Line Items] | ||||
Number of real estate properties | property | 9 | 1 | 8 | |
Lindsay Colorado Properties | ||||
Real Estate [Line Items] | ||||
Number of real estate properties | property | 3 | |||
Lindsay Ohio Properties | ||||
Real Estate [Line Items] | ||||
Number of real estate properties | property | 2 | |||
OES property | Office | ||||
Real Estate [Line Items] | ||||
Payment of an early termination fee | $ 3,751,984 |
REAL ESTATE INVESTMENTS - Futur
REAL ESTATE INVESTMENTS - Future Minimum Contractual Rent Payments Due under Noncancelable Operating Leases (Details) | Dec. 31, 2023 USD ($) |
Real Estate [Abstract] | |
2024 | $ 37,916,541 |
2025 | 37,472,337 |
2026 | 34,329,475 |
2027 | 33,962,306 |
2028 | 34,220,325 |
Thereafter | 514,095,972 |
Total | $ 691,996,956 |
REAL ESTATE INVESTMENTS - Intan
REAL ESTATE INVESTMENTS - Intangible Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Tenant Origination and Absorption Costs | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 15,707,458 | $ 19,499,749 |
Accumulated amortization | (10,715,945) | (12,722,558) |
Net amount | 4,991,513 | 6,777,191 |
Above-Market Lease Intangibles | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | 1,559,546 | 2,485,510 |
Accumulated amortization | (245,587) | (634,754) |
Net amount | 1,313,959 | 1,850,756 |
Below-Market Lease Intangibles | ||
Below-Market Lease Intangibles | ||
Cost | (14,364,650) | (14,378,808) |
Accumulated amortization | 5,496,046 | 4,703,122 |
Net amount | $ (8,868,604) | $ (9,675,686) |
REAL ESTATE INVESTMENTS - Int_2
REAL ESTATE INVESTMENTS - Intangible Assets Amortization (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Below-Market Lease Intangibles | ||
Weighted-average remaining amortization period | 10 years 4 months 24 days | |
Tenant Origination and Absorption Costs | ||
Real Estate [Line Items] | ||
2024 | $ 1,013,175 | |
2025 | 815,130 | |
2026 | 466,644 | |
2027 | 449,972 | |
2028 | 429,884 | |
Thereafter | 1,816,708 | |
Net amount | $ 4,991,513 | $ 6,777,191 |
Below-Market Lease Intangibles | ||
Weighted-average remaining amortization period | 8 years 6 months | |
Above-Market Lease Intangibles | ||
Real Estate [Line Items] | ||
2024 | $ 73,999 | |
2025 | 70,712 | |
2026 | 54,278 | |
2027 | 54,278 | |
2028 | 54,278 | |
Thereafter | 1,006,414 | |
Net amount | $ 1,313,959 | 1,850,756 |
Below-Market Lease Intangibles | ||
Weighted-average remaining amortization period | 23 years 1 month 6 days | |
Below-Market Lease Intangibles | ||
Below-Market Lease Intangibles | ||
2024 | $ (920,395) | |
2025 | (920,395) | |
2026 | (920,395) | |
2027 | (920,395) | |
2028 | (910,052) | |
Thereafter | (4,276,972) | |
Net amount | $ (8,868,604) | $ (9,675,686) |
Weighted-average remaining amortization period | 9 years 10 months 24 days |
REAL ESTATE INVESTMENTS - Real
REAL ESTATE INVESTMENTS - Real Estate Investments Held for Sale (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets related to real estate investments held for sale: | ||
Real estate investments held for sale, net | $ 11,557,689 | $ 5,255,725 |
Other assets, net | 103,337 | 12,765 |
Liabilities related to real estate investments held for sale: | ||
Other liabilities, net | 248,727 | 117,881 |
Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Assets related to real estate investments held for sale: | ||
Land, buildings and improvements | 14,590,062 | 6,357,172 |
Tenant origination and absorption costs | 1,779,156 | 355,252 |
Accumulated depreciation and amortization | (4,811,529) | (1,456,699) |
Real estate investments held for sale, net | 11,557,689 | 5,255,725 |
Other assets, net | 103,337 | 12,765 |
Total assets related to real estate investments held for sale: | 11,661,026 | 5,268,490 |
Liabilities related to real estate investments held for sale: | ||
Other liabilities, net | 248,727 | 117,881 |
Total liabilities related to real estate investments held for sale: | $ 248,727 | $ 117,881 |
UNCONSOLIDATED INVESTMENT IN _3
UNCONSOLIDATED INVESTMENT IN A REAL ESTATE PROPERTY - Investments (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
The TIC Interest | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | $ 10,053,931 | $ 10,007,420 |
UNCONSOLIDATED INVESTMENT IN _4
UNCONSOLIDATED INVESTMENT IN A REAL ESTATE PROPERTY - Entities Equity In Earnings (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||
Income from unconsolidated investment in a real estate property | $ 279,549 | $ 278,002 |
The TIC Interest | ||
Schedule of Equity Method Investments [Line Items] | ||
Income from unconsolidated investment in a real estate property | $ 279,549 | $ 278,002 |
UNCONSOLIDATED INVESTMENT IN _5
UNCONSOLIDATED INVESTMENT IN A REAL ESTATE PROPERTY - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2017 lease | |
The TIC Interest | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership (as a percent) | 72.70% | ||
Santa Clara | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of operating leases with renewal options | lease | 3 | ||
Renewal term | 5 years | ||
Rich Uncles Real Estate Investment Trust | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage by noncontrolling owners (as a percent) | 27.30% | ||
Proceeds from equity method investment, distribution, return of capital | $ | $ 231,864 | $ 211,921 |
UNCONSOLIDATED INVESTMENT IN _6
UNCONSOLIDATED INVESTMENT IN A REAL ESTATE PROPERTY - Summarized Financial Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Assets: | |||
Total assets | $ 530,895,830 | $ 454,429,919 | |
Liabilities: | |||
Total liabilities | 305,773,922 | 213,395,959 | |
Total equity | 225,121,908 | 241,033,960 | $ 222,429,892 |
Total liabilities and equity | 530,895,830 | 454,429,919 | |
Operating expenses: | |||
Operating income | 2,313,787 | 4,926,775 | |
Net loss | (8,696,261) | (4,511,318) | |
The TIC Interest | |||
Assets: | |||
Real estate investments, net | 28,563,746 | 29,294,081 | |
Cash and cash equivalents | 482,653 | 300,405 | |
Other assets | 79,639 | 43,159 | |
Total assets | 29,126,038 | 29,637,645 | |
Liabilities: | |||
Mortgage notes payable, net | 12,642,798 | 12,936,929 | |
Below-market lease, net | 2,367,812 | 2,514,199 | |
Other liabilities | 287,989 | 424,662 | |
Total liabilities | 15,298,599 | 15,875,790 | |
Total equity | 13,827,439 | 13,761,855 | |
Total liabilities and equity | 29,126,038 | 29,637,645 | |
Total revenue | 2,730,578 | 2,749,939 | |
Operating expenses: | |||
Depreciation and amortization | 1,040,586 | 1,068,685 | |
Other expenses | 777,953 | 759,126 | |
Total operating expenses | 1,818,539 | 1,827,811 | |
Operating income | 912,039 | 922,128 | |
Interest expense | 527,567 | 539,784 | |
Net loss | $ 384,472 | $ 382,344 |
INVESTMENT IN PREFERRED STOCK -
INVESTMENT IN PREFERRED STOCK - Summary of Investment in Preferred Stock (Details) - USD ($) | 5 Months Ended | 12 Months Ended | ||
Aug. 10, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | ||||
Liquidation value of GIPR preferred stock | $ 12,000,000 | $ 12,000,000 | ||
Adjustment to reduce liquidation value to fair value | $ (2,380,000) | |||
Investment In Preferred Stock [Roll Forward] | ||||
Fair value of GIPR preferred stock as of August 10, 2023 | 9,620,000 | 0 | ||
Increase in fair value of preferred stock between August 10, 2023 and December 31, 2023 | 1,418,658 | 1,418,658 | $ 0 | |
Fair value of GIPR preferred stock as of December 31, 2023 | $ 9,620,000 | $ 11,038,658 | $ 11,038,658 | $ 0 |
INVESTMENT IN PREFERRED STOCK_2
INVESTMENT IN PREFERRED STOCK - Narrative (Details) | 12 Months Ended | ||||||||
Jan. 31, 2024 USD ($) shares | Jan. 17, 2024 shares | Dec. 29, 2023 $ / shares | Aug. 10, 2023 USD ($) property $ / shares shares | Dec. 31, 2023 USD ($) property $ / shares shares | Dec. 31, 2022 USD ($) property | Mar. 01, 2024 $ / shares | Nov. 06, 2023 $ / shares | Oct. 10, 2023 $ / shares | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of real estate properties sold | property | 13 | 14 | 8 | ||||||
Net proceeds from sale of real estate investments | $ | $ 34,737,474 | $ 70,662,287 | |||||||
Annualized distribution rate (in usd per share) | $ 1.15 | $ 1.15 | |||||||
Subsequent Event | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Annualized distribution rate (in usd per share) | $ 1.15 | ||||||||
Dividends issued (in shares) | shares | 2,623,153 | ||||||||
Series A Preferred Stock | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Preferred stock, liquidation preference per share (in usd per share) | $ 25 | ||||||||
Preferred stock, dividend rate, percentage | 7.375% | ||||||||
Preferred stock, redemption price per share (in usd per share) | $ 25 | ||||||||
Series A Preferred Stock | Maximum | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Preferred stock, dividend rate, percentage | 9.375% | ||||||||
Retail | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of real estate properties sold | property | 1 | ||||||||
Office | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of real estate properties sold | property | 6 | ||||||||
Retail And Office | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Net proceeds from sale of real estate investments | $ | $ 30,000,000 | ||||||||
GIPR | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Preferred stock, redemption price per share (in usd per share) | $ 3.9036 | $ 5 | |||||||
Redemption notice period | 60 days | ||||||||
Conversion percentage | 1.10 | ||||||||
Conversion price (in usd per share) | $ 4.2940 | ||||||||
GIPR | Subsequent Event | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Common stock received (in shares) | shares | 2,400,000 | ||||||||
Common stock, shares issued (in shares) | shares | 2,794,597 | ||||||||
Preferred stock, liquidation preference | $ | $ 12,000,000 | ||||||||
Common stock, shares outstanding (in shares) | shares | 171,444 | ||||||||
GIPR | Minimum | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Common stock received (in shares) | shares | 2,200,000 | ||||||||
GIPR | Maximum | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Common stock received (in shares) | shares | 3,000,000 | ||||||||
GIPR | Common stock | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Dividends, conversion ratio | 0.28 | ||||||||
GIPR | Retail | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of real estate properties sold | property | 11 | ||||||||
GIPR | Office | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of real estate properties sold | property | 2 | ||||||||
GIPR | Retail And Office | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Net proceeds from sale of real estate investments including stock | $ | $ 42,000,000 | ||||||||
GIPR | Retail And Office | Series A Preferred Stock | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Net proceeds from sale of real estate investment, value of shares | $ | $ 12,000,000 | ||||||||
Net proceeds from sale of real estate investment, value of (in shares) | shares | 2,400,000 | ||||||||
Preferred stock, liquidation preference per share (in usd per share) | $ 5 | ||||||||
Annualized distribution rate (in usd per share) | $ 0.095 | ||||||||
Preferred stock, dividend rate, percentage | 12% |
OTHER BALANCE SHEET DETAILS (De
OTHER BALANCE SHEET DETAILS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | ||
Straight-line rent | $ 12,474,137 | $ 6,607,220 |
Tenant rent and billed reimbursements | 107,635 | 196,477 |
Unbilled tenant reimbursements | 212,796 | 459,505 |
Total | 12,794,568 | 7,263,202 |
Prepaid Expense and Other Assets [Abstract] | ||
Prepaid expenses and other receivables and assets | 1,897,285 | 1,880,229 |
Construction advances | 1,352,355 | 540,548 |
Deferred financing costs on credit facility revolver | 748,662 | 1,115,354 |
Deferred tenant allowance | 174,919 | 2,564,806 |
Total | 4,173,221 | 6,100,937 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Accounts payable | 562,647 | 1,001,411 |
Accrued expenses | 1,202,115 | 2,163,821 |
Accrued interest payable | 358,777 | 285,392 |
Unearned rent | 2,159,281 | 1,870,057 |
Lease incentive obligation | 186,688 | 561,057 |
Total | $ 4,469,508 | $ 5,881,738 |
DEBT - Schedule of Long-Term De
DEBT - Schedule of Long-Term Debt Instruments (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Mortgage notes payable, net | $ 31,030,241 | $ 44,435,556 |
Revolver | 0 | 3,000,000 |
Term loan, net | 248,508,515 | 148,018,164 |
Mortgage notes payable, net | $ 279,538,756 | $ 195,453,720 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) | 2 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Short-term Debt [Line Items] | |||
Mortgage notes payable | $ 281,200,000 | ||
Less unamortized deferred financing costs | (1,661,244) | ||
Mortgage notes payable, net | 279,538,756 | $ 195,453,720 | |
Debt instrument prepaid amount | $ 10,000,000 | ||
Mortgages | |||
Short-term Debt [Line Items] | |||
Mortgage notes payable | 31,200,000 | 44,515,009 | |
Plus unamortized mortgage premium, net | 0 | 119,245 | |
Less unamortized deferred financing costs | (169,759) | (198,698) | |
Mortgage notes payable, net | 31,030,241 | 44,435,556 | |
Costco property | |||
Short-term Debt [Line Items] | |||
Mortgage notes payable | $ 18,850,000 | 18,850,000 | |
Interest rate | 4.85% | ||
Taylor Fresh Foods property | |||
Short-term Debt [Line Items] | |||
Mortgage notes payable | $ 12,350,000 | 12,350,000 | |
Interest rate | 3.85% | ||
OES property | |||
Short-term Debt [Line Items] | |||
Mortgage notes payable | $ 0 | $ 13,315,009 | |
Interest rate | 4.50% |
DEBT - Mortgage Notes Payable (
DEBT - Mortgage Notes Payable (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Short-term Debt [Line Items] | ||
Total | $ 281,200,000 | |
Carrying Value | 279,538,756 | $ 195,453,720 |
Mortgage notes payable | ||
Short-term Debt [Line Items] | ||
Total | 31,200,000 | 44,515,009 |
Carrying Value | 31,030,241 | 44,435,556 |
Fair Value | $ 27,999,621 | $ 41,293,644 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 20, 2022 | Nov. 30, 2022 USD ($) | May 31, 2022 USD ($) | Jan. 18, 2022 | Apr. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Apr. 19, 2023 | Sep. 30, 2023 | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Oct. 21, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Leverage ratio | 48% | ||||||||||
Total | $ 281,200,000 | ||||||||||
Target leverage ratio | 40% | ||||||||||
Designated | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, stated interest rate | 3.44% | 2.258% | |||||||||
Decrease in interest rate | 0.50% | 0.50% | |||||||||
Reference rate | 5.24% | ||||||||||
Mortgage notes payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, term | 5 years | ||||||||||
Unsecured Debt | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total | $ 0 | ||||||||||
Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Minimum fixed charge coverage | 0.0150 | ||||||||||
Proceeds from issuance of debt (percent) | 85% | ||||||||||
Maximum borrowing capacity (percent) | 60% | ||||||||||
Credit Agreement | Interest Rate Cap | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Reference rate | 4.058% | ||||||||||
Credit Agreement | Adjusted Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, variable rate, unused fee, maximum | 0.0025 | ||||||||||
Credit Agreement | SOFR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, interest rate at period end | 7.1625% | ||||||||||
Credit Agreement | Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 400,000,000 | ||||||||||
Expiration period | 12 months | 4 years | |||||||||
Expiration period, option to extend | 12 months | ||||||||||
Maximum borrowing capacity, option to extend | 750,000,000 | ||||||||||
Debt instrument, unused borrowing capacity, fee | $ 378,816 | $ 200,578 | |||||||||
Leverage ratio | 48% | 48% | |||||||||
Tangible net worth | $ 208,629,727 | ||||||||||
Credit Agreement | Term Loan | Adjusted Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate ( as a percent) | 0.10% | ||||||||||
Credit Agreement | Term Loan | SOFR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate ( as a percent) | 1.85% | ||||||||||
Credit Agreement | Term Loan | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 150,000,000 | ||||||||||
Credit Agreement | Term Loan | Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 100,000,000 | $ 250,000,000 | |||||||||
Debt instrument, maximum number of time draws | 5 | ||||||||||
Debt instrument, unused borrowing capacity, fee | $ 99,514 | $ 6,944 | |||||||||
Repayments of credit facility revolver, net | $ 80,000,000 | $ 20,000,000 | |||||||||
Credit Agreement | Mortgage notes payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Mortgage notes payable, face value | $ 150,000,000 |
DEBT - Maturities of Long-term
DEBT - Maturities of Long-term Debt (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
2024 | $ 269,616 | |
2025 | 543,886 | |
2026 | 568,369 | |
2027 | 250,593,972 | |
2028 | 618,277 | |
Thereafter | 28,605,880 | |
Total principal | 281,200,000 | |
Less unamortized deferred financing costs | (1,661,244) | |
Mortgage notes payable, net | 279,538,756 | $ 195,453,720 |
Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
2024 | 269,616 | |
2025 | 543,886 | |
2026 | 568,369 | |
2027 | 593,972 | |
2028 | 618,277 | |
Thereafter | 28,605,880 | |
Total principal | 31,200,000 | |
Less unamortized deferred financing costs | (169,759) | |
Mortgage notes payable, net | 31,030,241 | |
Mortgage notes payable | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 | 250,000,000 | |
2028 | 0 | |
Thereafter | 0 | |
Total principal | 250,000,000 | |
Less unamortized deferred financing costs | (1,491,485) | |
Mortgage notes payable, net | 248,508,515 | |
Revolving Credit Facility | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
Thereafter | 0 | |
Total principal | 0 | |
Less unamortized deferred financing costs | 0 | |
Mortgage notes payable, net | $ 0 |
DEBT - Interest Expense (Detail
DEBT - Interest Expense (Details) | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) instrument | Dec. 31, 2022 USD ($) | Nov. 30, 2022 USD ($) | Oct. 21, 2022 USD ($) | May 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||
Interest expense, including unrealized loss on interest rate swaps and net of derivative settlements | $ 13,806,838 | $ 8,106,658 | |||
Other | 319,929 | 226,698 | |||
Designated | |||||
Debt Instrument [Line Items] | |||||
Unrealized loss (gain) on interest rate swap | $ (3,089,952) | (4,105,103) | |||
Number of Instruments | instrument | 2 | ||||
Mortgage notes payable | Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Mortgage notes payable, face value | $ 150,000,000 | ||||
Unsecured Debt | |||||
Debt Instrument [Line Items] | |||||
Interest expense, including unrealized loss on interest rate swaps and net of derivative settlements | $ 15,463,035 | 5,155,890 | |||
Write-off and amortization of deferred financing costs and premium/discount | 857,043 | 541,038 | |||
Unused commitment fees | 479,997 | 207,522 | |||
Derivative cash settlements | (5,679,720) | ||||
Derivative cash settlements | (262,888) | ||||
Unsecured Debt | First Interest Rate Swap | |||||
Debt Instrument [Line Items] | |||||
Unrealized loss (gain) on interest rate swap | 1,658,969 | (589,995) | |||
Unsecured Debt | Second Interest Rate Swap | |||||
Debt Instrument [Line Items] | |||||
Unrealized loss (gain) on interest rate swap | (25,518) | 498,865 | |||
Designated | Second Interest Rate Swap | |||||
Debt Instrument [Line Items] | |||||
Unrealized loss (gain) on interest rate swap | (1,015,151) | 65,397 | |||
Term Loan | Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 400,000,000 | ||||
Mortgage notes payable | |||||
Debt Instrument [Line Items] | |||||
Interest expense, including unrealized loss on interest rate swaps and net of derivative settlements | 1,719,314 | 2,235,203 | |||
Write-off and amortization of deferred financing costs and premium/discount | $ 28,940 | $ 28,928 | |||
Term Loan | Term Loan | Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 100,000,000 | $ 250,000,000 |
INTEREST RATE SWAP DERIVATIVE_2
INTEREST RATE SWAP DERIVATIVES - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Nov. 30, 2022 | May 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 21, 2022 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Less: net loss attributable to noncontrolling interest in Operating Partnership | $ (2,082,419) | $ (1,222,783) | |||
Credit Agreement | Mortgage notes payable | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Mortgage notes payable, face value | $ 150,000,000 | ||||
Credit Agreement | Term Loan | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Maximum borrowing capacity | $ 400,000,000 | ||||
Credit Agreement | Term Loan | Term Loan | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Maximum borrowing capacity | $ 100,000,000 | $ 250,000,000 | |||
Designated | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Term of swap agreement | 5 years | 5 years | |||
Debt instrument, stated interest rate | 3.44% | 2.258% | |||
Change in unrealized gain (loss) fair value of the hedged derivative instrument | 3,089,952 | 4,105,103 | |||
Other comprehensive income (loss) before reclassifications, tax | 3,502,616 | ||||
Less: net loss attributable to noncontrolling interest in Operating Partnership | 1,017,932 | 602,487 | |||
First Interest Rate Swap | Unsecured Debt | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Change in unrealized gain (loss) fair value of the hedged derivative instrument | (1,658,969) | 589,995 | |||
Second Interest Rate Swap | Unsecured Debt | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Change in unrealized gain (loss) fair value of the hedged derivative instrument | 25,518 | (498,865) | |||
Second Interest Rate Swap | Designated | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Change in unrealized gain (loss) fair value of the hedged derivative instrument | $ 1,015,151 | $ (65,397) |
INTEREST RATE SWAP DERIVATIVE_3
INTEREST RATE SWAP DERIVATIVES - Schedule of the Notional Amount and Other Information Related to Interest Rate Swaps (Details) | Dec. 31, 2023 USD ($) instrument | Dec. 31, 2022 USD ($) instrument |
Derivatives, Fair Value [Line Items] | ||
Leverage ratio, fixed pay rate increase | 0.50 | |
Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Number of Instruments | instrument | 2 | |
Interest Rate Swap | Minimum | ||
Derivatives, Fair Value [Line Items] | ||
Notional amount | $ | $ 250,000,000 | $ 250,000,000 |
Interest Rate Swap | Designated | ||
Derivatives, Fair Value [Line Items] | ||
Number of Instruments | instrument | 0 | 1 |
Notional amount | $ | $ 0 | $ 150,000,000 |
Weighted Average Fixed Pay Rate | 0% | 4.06% |
Weighted Average Remaining Term | 0 years | 4 years 1 month 6 days |
Interest Rate Swap | Non-designated | ||
Derivatives, Fair Value [Line Items] | ||
Number of Instruments | instrument | 2 | 1 |
Notional amount | $ | $ 250,000,000 | $ 100,000,000 |
Weighted Average Fixed Pay Rate | 4.53% | 5.24% |
Weighted Average Remaining Term | 3 years | 4 years 1 month 6 days |
INTEREST RATE SWAP DERIVATIVE_4
INTEREST RATE SWAP DERIVATIVES - Schedule of the Fair Value of Derivative Instruments and Their Classification (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) instrument | Dec. 31, 2022 USD ($) instrument | |
Derivatives, Fair Value [Line Items] | ||
Fair Value | $ 2,970,733 | $ 4,629,702 |
Fair Value | $ (473,348) | $ (498,866) |
Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Number of Instruments | instrument | 2 | |
Liability | ||
Derivatives, Fair Value [Line Items] | ||
Change in Fair Value | $ 25,518 | |
Liability | Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Number of Instruments | instrument | 1 | 1 |
Fair Value | $ (473,348) | $ (498,866) |
Assets | ||
Derivatives, Fair Value [Line Items] | ||
Change in Fair Value | $ (1,658,969) | |
Assets | Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Number of Instruments | instrument | 1 | 1 |
Fair Value | $ 2,970,733 | $ 4,629,702 |
PREFERRED STOCK AND COMMON ST_2
PREFERRED STOCK AND COMMON STOCK (Details) | 2 Months Ended | 12 Months Ended | |||||||||||||||
Nov. 06, 2023 USD ($) | Aug. 07, 2023 USD ($) | Jun. 15, 2023 USD ($) | Mar. 09, 2023 USD ($) | Nov. 07, 2022 USD ($) | Sep. 15, 2022 USD ($) | Jun. 15, 2022 USD ($) | Jun. 06, 2022 USD ($) | Mar. 30, 2022 USD ($) | Mar. 18, 2022 USD ($) | Feb. 15, 2022 USD ($) $ / shares shares | Feb. 10, 2022 $ / shares shares | Dec. 31, 2023 USD ($) director $ / shares shares | Dec. 31, 2023 USD ($) director $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 $ / shares | Sep. 30, 2021 shares | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares authorized (in shares) | shares | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||||||
Proceeds from offerings of common stock, net | $ 832,082 | $ 114,500 | |||||||||||||||
Debt issuance costs | $ 1,661,244 | 1,661,244 | |||||||||||||||
Net of sales commission | $ 0 | 1,108,221 | |||||||||||||||
ATM Offering | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Net of sales commission | $ 448,669 | ||||||||||||||||
Maximum | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Authorized offering amount | $ 200,000,000 | ||||||||||||||||
Series A Preferred Stock | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares authorized (in shares) | shares | 2,000,000 | 2,000,000 | |||||||||||||||
Preferred stock, shares issued (in shares) | shares | 2,000,000 | 2,000,000 | |||||||||||||||
Preferred stock, shares outstanding (in shares) | shares | 2,000,000 | 2,000,000 | |||||||||||||||
Preferred stock, dividends per share, declared (in usd per share) | $ / shares | $ 1.84375 | ||||||||||||||||
Preferred stock, dividend rate, percentage | 7.375% | ||||||||||||||||
Preferred stock, liquidation preference per share (in usd per share) | $ / shares | $ 25 | $ 25 | |||||||||||||||
Preferred stock, redemption price per share (in usd per share) | $ / shares | $ 25 | $ 25 | |||||||||||||||
Number of days after change of control | 120 days | 120 days | |||||||||||||||
Preferred stock, dividend rate, per-dollar-amount (in usd per share) | $ / shares | $ 2.34375 | ||||||||||||||||
Number of additional board of directors that can be elected | director | 2 | 2 | |||||||||||||||
Cumulative dividends per quarter (in USD per share) | $ / shares | $ 0.460938 | ||||||||||||||||
Dividends, preferred stock | $ 921,875 | $ 921,875 | $ 921,875 | $ 921,875 | $ 921,875 | $ 921,875 | $ 921,875 | $ 921,875 | $ 3,687,500 | $ 3,687,500 | |||||||
Series A Preferred Stock | Maximum | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Preferred stock, dividend rate, percentage | 9.375% | ||||||||||||||||
Series A Preferred Stock | Measurement Input, Expected Dividend Rate | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Preferred stock, dividend rate, percentage | 2% | ||||||||||||||||
Class C | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Shares sold in offering (in shares) | shares | 85,072 | ||||||||||||||||
Proceeds from offerings of common stock, net | $ 832,082 | ||||||||||||||||
Debt issuance costs | $ 815,500 | ||||||||||||||||
Net of sales commission | $ 26,138 | ||||||||||||||||
Distributions declared per common share (in usd per share) | $ / shares | $ 1.15 | $ 1.25 | $ 1.15 | ||||||||||||||
Class C | Listed Offering | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Shares sold in offering (in shares) | shares | 40,000 | 40,000 | |||||||||||||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 25 | $ 25 | |||||||||||||||
Proceeds from offerings of common stock, net | $ 114,500 | ||||||||||||||||
Underwriting discount | $ 70,000 | ||||||||||||||||
Class C | Prospectus Supplement | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Prospectus supplement, common stock offering | $ 50,000,000 |
RELATED PARTY TRANSACTIONS - Bo
RELATED PARTY TRANSACTIONS - Board of Directors Compensation (Details) - Director - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Board of Directors Compensation | ||
Related Party Transaction [Line Items] | ||
Total | $ 555,000 | $ 600,000 |
Number of shares issued for services rendered (in shares) | 22,153 | 21,791 |
Payments for services rendered | ||
Related Party Transaction [Line Items] | ||
Total | $ 250,000 | $ 270,000 |
Value of shares of Class C Common Stock issued for services rendered | ||
Related Party Transaction [Line Items] | ||
Total | $ 305,000 | $ 330,000 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) | Jan. 31, 2022 USD ($) |
Kalera, Saint Paul, MN | Related Party | |
Related Party Transaction [Line Items] | |
Asset acquisition, consideration transferred | $ 8,079,000 |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Related Party Transactions with Unconsolidated Investment in a Real Estate Property (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
TIC Interest management fee | ||
Related Party Transaction [Line Items] | ||
Total | $ 263,971 | $ 263,971 |
Company's share in the management fee | ||
Related Party Transaction [Line Items] | ||
Total | $ 191,933 | $ 191,933 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 12 Months Ended | |||
Dec. 11, 2023 USD ($) | Aug. 07, 2023 USD ($) | Dec. 31, 2023 USD ($) subcontractor contractor | Dec. 31, 2022 USD ($) | |
Loss Contingencies [Line Items] | ||||
General contractor | $ 2,797,500 | |||
Kalera Mechanic's Lien - Subcontractors | ||||
Loss Contingencies [Line Items] | ||||
Another contractor settled claim | $ 2,425,000 | |||
Kalera Mechanic's Lien - Contractor | ||||
Loss Contingencies [Line Items] | ||||
Another contractor settled claim | $ 372,500 | |||
Mechanics Lien | ||||
Loss Contingencies [Line Items] | ||||
Direct costs of leased and rented property or equipment | $ 3,548,003 | |||
Amount settled at face value, percent | 79% | |||
Kalera, Saint Paul, MN | ||||
Loss Contingencies [Line Items] | ||||
Number of subcontractors | subcontractor | 8 | |||
Number of contractors | contractor | 1 | |||
Lease Agreements | ||||
Loss Contingencies [Line Items] | ||||
Tenant reimbursements | $ 2,439,098 | $ 1,789,027 |
OPERATING PARTNERSHIP UNITS - N
OPERATING PARTNERSHIP UNITS - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Apr. 13, 2023 $ / shares shares | Jan. 18, 2022 $ / shares shares | Jan. 25, 2021 $ / shares shares | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2023 $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2019 USD ($) $ / shares shares | Dec. 29, 2023 $ / shares | |
Business Acquisition [Line Items] | |||||||||||
Anniversary of completion of the self-management transaction | 4 years | 4 years | 1 year | ||||||||
Stock compensation expense | $ | $ 11,171,207 | $ 2,401,022 | |||||||||
KIA Dealership | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consecutive trading days | 10 days | ||||||||||
KIA Dealership Carson, California | KIA Dealership | KIA Dealership Carson, California | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration transferred, shares received (percent) | 47% | ||||||||||
Summit Steel and Manufacturing, Inc. | Summit Steel and Manufacturing, Inc. | Summit Steel and Manufacturing, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration transferred, shares received (percent) | 46% | ||||||||||
DRP | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Net asset value (in usd per share) | $ / shares | $ 30.48 | ||||||||||
Common Class C And Common Class S | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Net asset value (in usd per share) | $ / shares | $ 14.90 | ||||||||||
Class C | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Conversion ratio | 1 | ||||||||||
Stock compensation expense | $ | $ 305,000 | 330,000 | |||||||||
Class C | KIA/Trophy of Carson, California | KIA Dealership | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration transferred (in shares) | 1,312,382 | ||||||||||
Class C | KIA Dealership Carson, California | KIA Dealership | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Equity interest issued and issuable (in usd per share) | $ / shares | $ 25 | ||||||||||
Class C | Summit Steel and Manufacturing, Inc. | Summit Steel and Manufacturing, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration transferred (in shares) | 287,516 | ||||||||||
Equity interest issued and issuable (in usd per share) | $ / shares | $ 18 | ||||||||||
Class M OP Units | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Conversion ratio | 1.6667 | 1 | |||||||||
Net asset value (in usd per share) | $ / shares | $ 24.83 | $ 24.83 | |||||||||
Class C OP Units | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Conversion ratio | 1.6667 | ||||||||||
Class P OP Units | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other ownership interests, units issued (in shares) | 56,029 | ||||||||||
Stock compensation expense | $ | $ 355,134 | 355,134 | |||||||||
Class P OP Units | Messrs. Halfacre and Pacini | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other ownership interests, units issued (in shares) | 29,711 | ||||||||||
Other ownership interests, capital account | $ | $ 88,783 | $ 88,783 | $ 1,509,319 | ||||||||
Other ownership interests, amortization period | 51 months | ||||||||||
Class M OP Units and Class P OP Units | Operating Partnership | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Noncontrolling interest (as a percent) | 10.50% | 10.50% | 13% | ||||||||
Class R OP Units | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Conversion ratio | 1 | ||||||||||
Other ownership interests, capital account | $ | $ 1,222,218 | $ 1,222,218 | |||||||||
Stock compensation expense | $ | $ 10,511,073 | $ 1,715,888 | |||||||||
Other ownership interests, units outstanding (in shares) | 360,000 | 360,000 | |||||||||
Units forfeited (in shares) | 43,657 | ||||||||||
Other ownership interests, units forfeited, cumulative (in shares) | 0 | ||||||||||
Other ownership interests, earnings per share, diluted, threshold (in usd per share) | $ / shares | $ 1.05 | ||||||||||
Class R OP Units | Forecast | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Stock compensation expense | $ | $ 733,332 | ||||||||||
Class R OP Units | Time Vesting Units | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Stock compensation expense | $ | $ 488,887 | $ 1,955,544 | $ 1,715,888 | ||||||||
Class R OP Units | Performance Units | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other ownership interests, units issued (in shares) | 474,515 | 474,515 | |||||||||
Stock compensation expense | $ | $ 7,822,197 | $ 8,555,529 | $ 0 | ||||||||
Other ownership interests units grant date fair value (in usd per share) | $ / shares | $ 19.58 | ||||||||||
Class R OP Units | Mr. Halfacre | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other ownership interests, units issued (in shares) | 40,000 | ||||||||||
Other ownership interests, units issued, period | 3 years | ||||||||||
Class R OP Units | Mr. Pacini | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other ownership interests, units issued, period | 3 years | ||||||||||
Class R OP Units | Employees of Company | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other ownership interests, units issued (in shares) | 116,000 | ||||||||||
Class R OP Units, Future Compensation | Mr. Halfacre | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other ownership interests, units issued (in shares) | 170,667 | ||||||||||
Class R OP Units, Future Compensation | Mr. Pacini | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other ownership interests, units issued (in shares) | 33,333 | ||||||||||
BrixInvest | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contribution of class M OP units and class P OP units | $ | $ 50,603,000 | ||||||||||
BrixInvest | Class M OP Units | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other ownership interests, units issued (in shares) | 657,949.5 | ||||||||||
BrixInvest | Class P OP Units | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other ownership interests, units issued (in shares) | 26,318 | ||||||||||
BrixInvest | Class R OP Units | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other ownership interests, units issued (in shares) | 790,858 | 790,858 | |||||||||
BrixInvest | Class R OP Units | Time Vesting Units | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other ownership interests, units issued (in shares) | 316,343 | 316,343 |
OPERATING PARTNERSHIP UNITS - S
OPERATING PARTNERSHIP UNITS - Schedule of Total Stock Compensation Expense (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Stock compensation expense | $ 11,171,207 | $ 2,401,022 | ||
Class C | ||||
Business Acquisition [Line Items] | ||||
Stock compensation expense | 305,000 | 330,000 | ||
Class P OP Units | ||||
Business Acquisition [Line Items] | ||||
Stock compensation expense | 355,134 | 355,134 | ||
Class R OP Units | ||||
Business Acquisition [Line Items] | ||||
Stock compensation expense | 10,511,073 | 1,715,888 | ||
Class R OP Units | Time Vesting Units | ||||
Business Acquisition [Line Items] | ||||
Stock compensation expense | $ 488,887 | 1,955,544 | 1,715,888 | |
Class R OP Units | Performance Units | ||||
Business Acquisition [Line Items] | ||||
Stock compensation expense | $ 7,822,197 | $ 8,555,529 | $ 0 |
OPERATING PARTNERSHIP UNITS -_2
OPERATING PARTNERSHIP UNITS - Schedule of Distributions and Allocations of Net (Loss) Gain (Details) - KIA Dealership - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Class C OP Units distributions | $ 1,729,608 | $ 1,383,433 |
Class C OP Units net loss allocation | $ 2,082,419 | $ 1,222,783 |
LOSS PER SHARE - Schedule of Co
LOSS PER SHARE - Schedule of Computation of EPS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator - Basic: | ||
Net loss | $ (8,696,261) | $ (4,511,318) |
Net loss attributable to noncontrolling interest in Operating Partnership | 2,082,419 | 1,222,783 |
Preferred stock dividends | (3,687,500) | (3,687,500) |
Net loss attributable to common stockholders | (10,301,342) | (6,976,035) |
Numerator - Diluted: | ||
Net loss | (8,696,261) | (4,511,318) |
Preferred stock dividends | (3,687,500) | (3,687,500) |
Net loss attributable to common stockholders | $ (12,383,761) | $ (8,198,818) |
Denominator: | ||
Weighted average shares outstanding - basic (in shares) | 7,558,833 | 7,487,204 |
Weighted average shares outstanding - diluted (in shares) | 7,558,833 | 7,487,204 |
Loss per share attributable to common stockholders, basic (in usd per share) | $ (1.36) | $ (0.93) |
Loss per share attributable to common stockholders, diluted (in usd per share) | $ (1.36) | $ (0.93) |
LOSS PER SHARE - Narrative (Det
LOSS PER SHARE - Narrative (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Securities excluded from the computation of earnings per share (in shares) | 3,508,842 | 2,738,646 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||||||||||||||||||
Feb. 28, 2024 USD ($) | Jan. 17, 2024 shares | Jan. 16, 2024 USD ($) | Jan. 11, 2024 USD ($) | Jan. 10, 2024 USD ($) | Dec. 29, 2023 $ / shares | Nov. 06, 2023 USD ($) $ / shares | Aug. 10, 2023 $ / shares shares | Aug. 07, 2023 USD ($) | Jun. 15, 2023 USD ($) | Mar. 09, 2023 USD ($) | Nov. 07, 2022 USD ($) | Sep. 15, 2022 USD ($) | Jun. 15, 2022 USD ($) | Mar. 18, 2022 USD ($) | Jan. 29, 2024 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Mar. 01, 2024 USD ($) $ / shares | Jan. 31, 2024 USD ($) shares | Jan. 23, 2024 shares | Oct. 10, 2023 $ / shares | |
Subsequent Event [Line Items] | |||||||||||||||||||||||
Net of sales commission | $ 0 | $ 1,108,221 | |||||||||||||||||||||
Dividends rate per month (in usd per share) | $ / shares | $ 0.095833 | $ 0.095833 | |||||||||||||||||||||
Annualized distribution rate (in usd per share) | $ / shares | $ 1.15 | $ 1.15 | |||||||||||||||||||||
GIPR | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Redemption notice period | 60 days | ||||||||||||||||||||||
Preferred stock, redemption price per share (in usd per share) | $ / shares | $ 3.9036 | $ 5 | $ 5 | ||||||||||||||||||||
Conversion percentage | 1.10 | ||||||||||||||||||||||
Conversion price (in usd per share) | $ / shares | $ 4.2940 | ||||||||||||||||||||||
Office | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Net proceeds | $ 48,655,777 | ||||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Net of sales commission | $ 23,205 | ||||||||||||||||||||||
Dividends rate per month (in usd per share) | $ / shares | $ 0.095833 | ||||||||||||||||||||||
Annualized distribution rate (in usd per share) | $ / shares | $ 1.15 | ||||||||||||||||||||||
Dividends issued (in shares) | shares | 2,623,153 | ||||||||||||||||||||||
Disposal group, including discontinued operation, number of days for closing | 15 days | ||||||||||||||||||||||
Subsequent Event | Class M OP Units | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Units converted | shares | 1,096,582 | ||||||||||||||||||||||
Subsequent Event | Class C OP Units | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Units converted | shares | 702,311 | ||||||||||||||||||||||
Subsequent Event | GIPR | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Common stock, shares issued (in shares) | shares | 2,794,597 | ||||||||||||||||||||||
Preferred stock, liquidation preference | $ 12,000,000 | ||||||||||||||||||||||
Common stock, shares outstanding (in shares) | shares | 171,444 | ||||||||||||||||||||||
Subsequent Event | Office | Levins Auto Supply, LLC | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Disposal group, including discontinued operation, consideration | $ 7,075,000 | ||||||||||||||||||||||
Net proceeds | $ 7,033,680 | ||||||||||||||||||||||
Subsequent Event | Office | Cummins Inc | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Disposal group, including discontinued operation, consideration | $ 7,950,000 | ||||||||||||||||||||||
Net proceeds | $ 7,748,946 | ||||||||||||||||||||||
Subsequent Event | Office | Costco, Issaquah, WA | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Disposal group, including discontinued operation, consideration | $ 28,650,000 | ||||||||||||||||||||||
Class C | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Shares sold in offering (in shares) | shares | 85,072 | ||||||||||||||||||||||
Common stock, shares issued, value | $ 1,280,751 | ||||||||||||||||||||||
Net of sales commission | $ 26,138 | ||||||||||||||||||||||
Common stock, shares issued (in shares) | shares | 8,048,110 | 8,048,110 | 7,762,506 | ||||||||||||||||||||
Common stock, shares outstanding (in shares) | shares | 7,704,600 | 7,704,600 | 7,512,353 | ||||||||||||||||||||
Class C | Subsequent Event | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Shares sold in offering (in shares) | shares | 76,991 | ||||||||||||||||||||||
Common stock, shares issued, value | $ 1,137,028 | ||||||||||||||||||||||
Series A Preferred Stock | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Dividends, preferred stock | $ 921,875 | $ 921,875 | $ 921,875 | $ 921,875 | $ 921,875 | $ 921,875 | $ 921,875 | $ 921,875 | $ 3,687,500 | $ 3,687,500 | |||||||||||||
Preferred stock, redemption price per share (in usd per share) | $ / shares | $ 25 | $ 25 | |||||||||||||||||||||
Series A Preferred Stock | Retail And Office | GIPR | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Annualized distribution rate (in usd per share) | $ / shares | $ 0.095 | ||||||||||||||||||||||
Net proceeds from sale of real estate investment, value of (in shares) | shares | 2,400,000 | ||||||||||||||||||||||
Series A Preferred Stock | Subsequent Event | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Dividends, preferred stock | $ 921,875 | ||||||||||||||||||||||
Dividends payable | $ 921,875 | ||||||||||||||||||||||
Common stock | GIPR | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Dividends, conversion ratio | 0.28 |
Schedule III Real Estate Asse_2
Schedule III Real Estate Assets and Accumulated Depreciation and Amortization - Schedule of Properties (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 31,200,000 | ||
Land | 104,858,693 | ||
Buildings & Improvements | 410,251,556 | ||
Total | 515,110,249 | ||
Costs Capitalized Subsequent to Acquisition | 9,551,683 | ||
Land | 104,858,693 | ||
Buildings & Improvements | 419,803,239 | ||
Total | 524,661,932 | $ 457,453,085 | $ 333,755,902 |
Accumulated Depreciation and Amortization | (50,901,612) | $ (46,752,322) | $ (37,611,133) |
Net | 473,760,320 | ||
Northrop Grumman | Office | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 1,191,024 | ||
Buildings & Improvements | 12,533,166 | ||
Total | 13,724,190 | ||
Costs Capitalized Subsequent to Acquisition | 1,353,631 | ||
Land | 1,191,024 | ||
Buildings & Improvements | 13,886,797 | ||
Total | 15,077,821 | ||
Accumulated Depreciation and Amortization | (4,479,388) | ||
Net | 10,598,433 | ||
Northrop Grumman Parcel | Land | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 329,410 | ||
Buildings & Improvements | 0 | ||
Total | 329,410 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 329,410 | ||
Buildings & Improvements | 0 | ||
Total | 329,410 | ||
Accumulated Depreciation and Amortization | 0 | ||
Net | 329,410 | ||
Husqvarna | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 974,663 | ||
Buildings & Improvements | 11,879,485 | ||
Total | 12,854,148 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 974,663 | ||
Buildings & Improvements | 11,879,485 | ||
Total | 12,854,148 | ||
Accumulated Depreciation and Amortization | (2,184,933) | ||
Net | 10,669,215 | ||
AvAir | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 3,493,673 | ||
Buildings & Improvements | 23,864,226 | ||
Total | 27,357,899 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 3,493,673 | ||
Buildings & Improvements | 23,864,226 | ||
Total | 27,357,899 | ||
Accumulated Depreciation and Amortization | (4,193,352) | ||
Net | 23,164,547 | ||
3M Property | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 758,780 | ||
Buildings & Improvements | 16,360,400 | ||
Total | 17,119,180 | ||
Costs Capitalized Subsequent to Acquisition | 680,696 | ||
Land | 758,780 | ||
Buildings & Improvements | 17,041,096 | ||
Total | 17,799,876 | ||
Accumulated Depreciation and Amortization | (6,108,421) | ||
Net | 11,691,455 | ||
Taylor Fresh Foods | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 12,350,000 | ||
Land | 4,312,016 | ||
Buildings & Improvements | 32,776,370 | ||
Total | 37,088,386 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 4,312,016 | ||
Buildings & Improvements | 32,776,370 | ||
Total | 37,088,386 | ||
Accumulated Depreciation and Amortization | (5,562,042) | ||
Net | 31,526,344 | ||
Labcorp | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 4,774,497 | ||
Buildings & Improvements | 5,305,902 | ||
Total | 10,080,399 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 4,774,497 | ||
Buildings & Improvements | 5,305,902 | ||
Total | 10,080,399 | ||
Accumulated Depreciation and Amortization | (817,283) | ||
Net | 9,263,116 | ||
WSP USA | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 3,461,256 | ||
Buildings & Improvements | 6,662,918 | ||
Total | 10,124,174 | ||
Costs Capitalized Subsequent to Acquisition | 284,979 | ||
Land | 3,461,256 | ||
Buildings & Improvements | 6,947,897 | ||
Total | 10,409,153 | ||
Accumulated Depreciation and Amortization | (1,402,020) | ||
Net | 9,007,133 | ||
ITW Rippey | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 787,945 | ||
Buildings & Improvements | 6,587,585 | ||
Total | 7,375,530 | ||
Costs Capitalized Subsequent to Acquisition | 402,952 | ||
Land | 787,945 | ||
Buildings & Improvements | 6,990,537 | ||
Total | 7,778,482 | ||
Accumulated Depreciation and Amortization | (1,073,813) | ||
Net | 6,704,669 | ||
L3Harris | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 3,552,878 | ||
Buildings & Improvements | 8,533,014 | ||
Total | 12,085,892 | ||
Costs Capitalized Subsequent to Acquisition | 283,869 | ||
Land | 3,552,878 | ||
Buildings & Improvements | 8,816,883 | ||
Total | 12,369,761 | ||
Accumulated Depreciation and Amortization | (1,620,257) | ||
Net | 10,749,504 | ||
Arrow Tru-Line | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 778,771 | ||
Buildings & Improvements | 10,739,313 | ||
Total | 11,518,084 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 778,771 | ||
Buildings & Improvements | 10,739,313 | ||
Total | 11,518,084 | ||
Accumulated Depreciation and Amortization | (846,240) | ||
Net | 10,671,844 | ||
Kalera | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 562,356 | ||
Buildings & Improvements | 7,556,653 | ||
Total | 8,119,009 | ||
Costs Capitalized Subsequent to Acquisition | 2,797,500 | ||
Land | 562,356 | ||
Buildings & Improvements | 10,354,153 | ||
Total | 10,916,509 | ||
Accumulated Depreciation and Amortization | (665,708) | ||
Net | 10,250,801 | ||
Lindsay Colorado Springs 1 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 1,195,178 | ||
Buildings & Improvements | 1,116,756 | ||
Total | 2,311,934 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 1,195,178 | ||
Buildings & Improvements | 1,116,756 | ||
Total | 2,311,934 | ||
Accumulated Depreciation and Amortization | (99,634) | ||
Net | 2,212,300 | ||
Lindsay Colorado Springs 2 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 2,239,465 | ||
Buildings & Improvements | 1,074,941 | ||
Total | 3,314,406 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 2,239,465 | ||
Buildings & Improvements | 1,074,941 | ||
Total | 3,314,406 | ||
Accumulated Depreciation and Amortization | (59,292) | ||
Net | 3,255,114 | ||
Lindsay, Dacono | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 2,263,982 | ||
Buildings & Improvements | 1,825,421 | ||
Total | 4,089,403 | ||
Costs Capitalized Subsequent to Acquisition | 2,800,000 | ||
Land | 2,263,982 | ||
Buildings & Improvements | 4,625,421 | ||
Total | 6,889,403 | ||
Accumulated Depreciation and Amortization | (161,918) | ||
Net | 6,727,485 | ||
Lindsay, Alachua | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 966,192 | ||
Buildings & Improvements | 7,551,931 | ||
Total | 8,518,123 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 966,192 | ||
Buildings & Improvements | 7,551,931 | ||
Total | 8,518,123 | ||
Accumulated Depreciation and Amortization | (619,460) | ||
Net | 7,898,663 | ||
Lindsay, Franklinton | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 2,843,811 | ||
Buildings & Improvements | 4,337,302 | ||
Total | 7,181,113 | ||
Costs Capitalized Subsequent to Acquisition | 447,645 | ||
Land | 2,843,811 | ||
Buildings & Improvements | 4,784,947 | ||
Total | 7,628,758 | ||
Accumulated Depreciation and Amortization | (273,110) | ||
Net | 7,355,648 | ||
Lindsay, Canal Fulton 1 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 726,877 | ||
Buildings & Improvements | 10,618,656 | ||
Total | 11,345,533 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 726,877 | ||
Buildings & Improvements | 10,618,656 | ||
Total | 11,345,533 | ||
Accumulated Depreciation and Amortization | (587,402) | ||
Net | 10,758,131 | ||
Lindsay, Canal Fulton 2 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 667,089 | ||
Buildings & Improvements | 9,523,853 | ||
Total | 10,190,942 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 667,089 | ||
Buildings & Improvements | 9,523,853 | ||
Total | 10,190,942 | ||
Accumulated Depreciation and Amortization | (538,196) | ||
Net | 9,652,746 | ||
Lindsay, Rock Hill | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 2,816,322 | ||
Buildings & Improvements | 3,739,661 | ||
Total | 6,555,983 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 2,816,322 | ||
Buildings & Improvements | 3,739,661 | ||
Total | 6,555,983 | ||
Accumulated Depreciation and Amortization | (287,417) | ||
Net | 6,268,566 | ||
Lindsay, Gap, PA | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 2,125,604 | ||
Buildings & Improvements | 14,454,440 | ||
Total | 16,580,044 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 2,125,604 | ||
Buildings & Improvements | 14,454,440 | ||
Total | 16,580,044 | ||
Accumulated Depreciation and Amortization | (528,405) | ||
Net | 16,051,639 | ||
Producto, Endicott | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 239,447 | ||
Buildings & Improvements | 2,122,863 | ||
Total | 2,362,310 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 239,447 | ||
Buildings & Improvements | 2,122,863 | ||
Total | 2,362,310 | ||
Accumulated Depreciation and Amortization | (113,970) | ||
Net | 2,248,340 | ||
Producto, Jamestown | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 766,651 | ||
Buildings & Improvements | 2,307,035 | ||
Total | 3,073,686 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 766,651 | ||
Buildings & Improvements | 2,307,035 | ||
Total | 3,073,686 | ||
Accumulated Depreciation and Amortization | (139,525) | ||
Net | 2,934,161 | ||
Valtir, Centerville | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 2,467,565 | ||
Buildings & Improvements | 2,217,790 | ||
Total | 4,685,355 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 2,467,565 | ||
Buildings & Improvements | 2,217,790 | ||
Total | 4,685,355 | ||
Accumulated Depreciation and Amortization | (170,787) | ||
Net | 4,514,568 | ||
Valtir, Orangeburg | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 1,678,818 | ||
Buildings & Improvements | 2,564,490 | ||
Total | 4,243,308 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 1,678,818 | ||
Buildings & Improvements | 2,564,490 | ||
Total | 4,243,308 | ||
Accumulated Depreciation and Amortization | (203,205) | ||
Net | 4,040,103 | ||
Valtir, Fort Worth | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 1,785,240 | ||
Buildings & Improvements | 1,493,281 | ||
Total | 3,278,521 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 1,785,240 | ||
Buildings & Improvements | 1,493,281 | ||
Total | 3,278,521 | ||
Accumulated Depreciation and Amortization | (90,533) | ||
Net | 3,187,988 | ||
Valtir, Lima | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 747,746 | ||
Buildings & Improvements | 9,174,197 | ||
Total | 9,921,943 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 747,746 | ||
Buildings & Improvements | 9,174,197 | ||
Total | 9,921,943 | ||
Accumulated Depreciation and Amortization | (508,402) | ||
Net | 9,413,541 | ||
Plastic Products, Princeton, MN | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 421,998 | ||
Buildings & Improvements | 6,250,193 | ||
Total | 6,672,191 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 421,998 | ||
Buildings & Improvements | 6,250,193 | ||
Total | 6,672,191 | ||
Accumulated Depreciation and Amortization | (558,989) | ||
Net | 6,113,202 | ||
Stealth Manufacturing, Savage, MN | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 770,752 | ||
Buildings & Improvements | 4,755,558 | ||
Total | 5,526,310 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 770,752 | ||
Buildings & Improvements | 4,755,558 | ||
Total | 5,526,310 | ||
Accumulated Depreciation and Amortization | (134,296) | ||
Net | 5,392,014 | ||
Summit Steel, Reading, PA | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 1,517,782 | ||
Buildings & Improvements | 9,879,309 | ||
Total | 11,397,091 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 1,517,782 | ||
Buildings & Improvements | 9,879,309 | ||
Total | 11,397,091 | ||
Accumulated Depreciation and Amortization | (282,494) | ||
Net | 11,114,597 | ||
PBC Linear, Roscoe, IL | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 699,198 | ||
Buildings & Improvements | 19,324,780 | ||
Total | 20,023,978 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 699,198 | ||
Buildings & Improvements | 19,324,780 | ||
Total | 20,023,978 | ||
Accumulated Depreciation and Amortization | (521,733) | ||
Net | 19,502,245 | ||
Cameron Tool, Lansing, MI | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 246,355 | ||
Buildings & Improvements | 5,530,235 | ||
Total | 5,776,590 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 246,355 | ||
Buildings & Improvements | 5,530,235 | ||
Total | 5,776,590 | ||
Accumulated Depreciation and Amortization | (142,609) | ||
Net | 5,633,981 | ||
S J Electro Systems Detroit Lakes, MN | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 1,736,976 | ||
Buildings & Improvements | 4,577,081 | ||
Total | 6,314,057 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 1,736,976 | ||
Buildings & Improvements | 4,577,081 | ||
Total | 6,314,057 | ||
Accumulated Depreciation and Amortization | (115,132) | ||
Net | 6,198,925 | ||
S J Electro Systems Plymouth, MN | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 251,234 | ||
Buildings & Improvements | 7,303,977 | ||
Total | 7,555,211 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 251,234 | ||
Buildings & Improvements | 7,303,977 | ||
Total | 7,555,211 | ||
Accumulated Depreciation and Amortization | (132,804) | ||
Net | 7,422,407 | ||
S J Electro Systems Ashland, TX | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 627,903 | ||
Buildings & Improvements | 1,597,732 | ||
Total | 2,225,635 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 627,903 | ||
Buildings & Improvements | 1,597,732 | ||
Total | 2,225,635 | ||
Accumulated Depreciation and Amortization | (57,542) | ||
Net | 2,168,093 | ||
Titan, Alleyton, TX | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 2,056,161 | ||
Buildings & Improvements | 15,090,342 | ||
Total | 17,146,503 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 2,056,161 | ||
Buildings & Improvements | 15,090,342 | ||
Total | 17,146,503 | ||
Accumulated Depreciation and Amortization | (557,295) | ||
Net | 16,589,208 | ||
Vistech, Piqua, OH | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 922,309 | ||
Buildings & Improvements | 12,628,623 | ||
Total | 13,550,932 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 922,309 | ||
Buildings & Improvements | 12,628,623 | ||
Total | 13,550,932 | ||
Accumulated Depreciation and Amortization | (240,312) | ||
Net | 13,310,620 | ||
SixAxis, Andrews, SC | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 1,228,873 | ||
Buildings & Improvements | 14,241,223 | ||
Total | 15,470,096 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 1,228,873 | ||
Buildings & Improvements | 14,241,223 | ||
Total | 15,470,096 | ||
Accumulated Depreciation and Amortization | (339,735) | ||
Net | 15,130,361 | ||
KIA/Trophy of Carson, California | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 32,741,781 | ||
Buildings & Improvements | 36,663,269 | ||
Total | 69,405,050 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 32,741,781 | ||
Buildings & Improvements | 36,663,269 | ||
Total | 69,405,050 | ||
Accumulated Depreciation and Amortization | (2,079,481) | ||
Net | 67,325,569 | ||
Costco, Issaquah, WA | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 18,850,000 | ||
Land | 8,202,915 | ||
Buildings & Improvements | 21,825,853 | ||
Total | 30,028,768 | ||
Costs Capitalized Subsequent to Acquisition | 322,310 | ||
Land | 8,202,915 | ||
Buildings & Improvements | 22,148,163 | ||
Total | 30,351,078 | ||
Accumulated Depreciation and Amortization | (6,627,220) | ||
Net | 23,723,858 | ||
Solar Turbines, San Diego, CA | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 2,483,960 | ||
Buildings & Improvements | 4,933,307 | ||
Total | 7,417,267 | ||
Costs Capitalized Subsequent to Acquisition | 89,279 | ||
Land | 2,483,960 | ||
Buildings & Improvements | 5,022,586 | ||
Total | 7,506,546 | ||
Accumulated Depreciation and Amortization | (925,842) | ||
Net | 6,580,704 | ||
OES, Rancho Cordova, CA | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 2,443,240 | ||
Buildings & Improvements | 28,728,425 | ||
Total | 31,171,665 | ||
Costs Capitalized Subsequent to Acquisition | 88,822 | ||
Land | 2,443,240 | ||
Buildings & Improvements | 28,817,247 | ||
Total | 31,260,487 | ||
Accumulated Depreciation and Amortization | (4,851,415) | ||
Net | $ 26,409,072 |
Schedule III Real Estate Asse_3
Schedule III Real Estate Assets and Accumulated Depreciation and Amortization - Narrative (Details) | Dec. 31, 2023 USD ($) |
Real Estate [Line Items] | |
Aggregate cost of real estate for federal income tax purposes (unaudited) | $ 320,049,000 |
Tenant improvements | |
Real Estate [Line Items] | |
Estimated useful lives (in years) | 15 years |
Building Improvements | |
Real Estate [Line Items] | |
Estimated useful lives (in years) | 15 years |
Minimum | Buildings | |
Real Estate [Line Items] | |
Estimated useful lives (in years) | 10 years |
Maximum | Buildings | |
Real Estate [Line Items] | |
Estimated useful lives (in years) | 48 years |
Maximum | Tenant improvements | |
Real Estate [Line Items] | |
Estimated useful lives (in years) | 15 years |
Schedule III Real Estate Asse_4
Schedule III Real Estate Assets and Accumulated Depreciation and Amortization - Accumulated Depreciation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Real estate investments: | ||
Balance at beginning of year | $ 457,453,085 | $ 333,755,902 |
Acquisitions | 128,238,639 | 158,596,618 |
Improvements to real estate | 4,749,686 | 3,831,093 |
Dispositions | (51,735,060) | (29,936,408) |
Held for sale | (9,656,794) | (6,712,424) |
(Impairment) reversal of impairment of real estate investment | (4,387,624) | (2,081,696) |
Balance at end of year | 524,661,932 | 457,453,085 |
Accumulated depreciation and amortization: | ||
Balance at beginning of year | (46,752,322) | (37,611,133) |
Depreciation and amortization | (15,551,173) | (14,929,574) |
Dispositions | 8,047,053 | 4,331,686 |
Held for sale | 3,354,830 | 1,456,699 |
Balance at end of year | $ (50,901,612) | $ (46,752,322) |