
Property Ownership and Rental Income - As of March 19, 2025, the company owns thirty properties, with 40% of total base rent derived from office properties and 60% from retail/medical-retail properties[63][75]. - The company has five tenants that each account for more than 10% of annualized rent, collectively contributing approximately 64% of the portfolio's annualized base rent as of March 19, 2025[102]. - Approximately 94,000 square feet leased to the General Services Administration (GSA) are under non-firm terms, allowing the tenant to terminate without a fee, which poses a risk to future rental income[96]. - A significant portion of rental income is derived from net leases, which may not result in fair market lease rates over time, impacting income and distributions[149]. Financial Performance and Risks - The company has experienced a cumulative net loss of approximately $19.7 million from inception through December 31, 2024, primarily due to start-up costs and high corporate expenses[65]. - The company may incur additional indebtedness in the future, which could restrict operational flexibility and increase vulnerability to economic conditions[71]. - The company is dependent on its Operating Partnership for cash flow, which may limit its ability to make distributions to shareholders[79]. - The bankruptcy of a major tenant could significantly harm the company's financial condition and ability to pay distributions[104]. - Economic downturns may result in tenant defaults, reduced rental income, and increased insurance premiums, negatively impacting cash flow[126]. Capital and Financing - The company anticipates needing to raise additional capital to acquire more properties, which may dilute existing shareholders' interests[70]. - The company continues to rely on external financing, primarily through equity securities and mortgages, but faces challenges due to rising interest rates and market volatility[162]. - The company may incur mortgage debt to acquire properties or pay distributions, which increases expenses and risks of foreclosure if cash flow is insufficient[157]. - The company's ability to acquire properties or make capital improvements is limited by its requirement to distribute at least 90% of annual taxable income to stockholders[164]. Operational Challenges - The company may face challenges in identifying and consummating suitable investment opportunities due to competition from other investors, which could impede growth[69][76]. - The GIP SPE Operating Agreement requires approval from LC2 for significant operational decisions, potentially limiting the company's operational flexibility[72][74]. - The company lacks geographic and tenant diversity due to its current size, which may hinder its ability to achieve overall portfolio diversity[75]. - The company has a risk management framework in place, but limited personnel may restrict its ability to identify and mitigate risks effectively[82]. Regulatory and Compliance Issues - Compliance with governmental laws and regulations, including environmental matters, may impose significant costs that adversely affect income and cash available for distributions[139]. - The company faces risks related to federal income tax laws that could adversely affect its operations and investors[199]. - The company must ensure it does not become closely held, as this could jeopardize its REIT status[189]. - Future legislative or regulatory changes could impact the company's tax status and investor returns[200]. Market and Economic Conditions - High inflation and rising interest rates may adversely impact tenants' ability to pay rent, affecting the company's cash flow[142]. - Government budgetary pressures and remote work trends have reduced demand for government-leased space, potentially affecting rental income[95]. - Future pandemics or health crises could negatively impact tenants' financial conditions and the company's overall financial performance[92]. Shareholder and Stockholder Considerations - The company has 110 million authorized shares of stock, which could lead to significant dilution of current shareholders' equity if additional shares are issued[208]. - The company’s charter limits ownership of its common stock to 9.8%, which may discourage takeovers that could benefit shareholders[217]. - The stock price of the company's common stock may be volatile, influenced by various market factors and operational performance[203]. - The company has the option to issue preferred stock that could subordinate the rights of common stockholders, affecting their potential returns[218]. Environmental and Property Risks - Environmental liabilities could arise from hazardous substances on properties, potentially leading to significant costs and operational impacts[131]. - Properties may contain mold or asbestos, leading to health-related litigation and potential loss of tenants[132]. - Limited warranties on property purchases increase the risk of losing invested capital and rental income[109]. - Rising operating expenses could reduce cash flow and funds available for future acquisitions[117].