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OPERATING PARTNERSHIP UNITS | 9 Months Ended
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Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
OPERATING PARTNERSHIP UNITS | OPERATING PARTNERSHIP UNITS Prior to March 31, 2024, the Company had issued three types of units of limited partnership interest in the Operating Partnership (“Class M OP Units,” “Class P OP Units,” and “Class R OP Units”), all of which automatically converted to units of Class C limited partnership interest in the Operating Partnership (“Class C OP Units”), and some of which were then exchanged for the Company's Class C Common Stock as of and for the three months ended March 31, 2024. The following table shows the conversion of the various OP Units described above into Class C OP Units as of and for the nine months ended September 30, 2024, the number of Class C OP Units exchanged for Class C Common Stock and outstanding Class C OP Units:
OP Units |  | OP Units Issued |  | Conversion Ratio |  | Class C OP Units Issued |  | Exchanged for Class C Common Stock |  | Outstanding Class C OP Units
Class M |  | 657,950 |  |  | 1.666667 |  | 1,096,583 |  |  | 761,376 |  |  | 335,207 |
Class P |  | 56,029 |  |  | 1.666667 |  | 93,382 |  |  | 56,592 |  |  | 36,790 |
Class R |  | 316,343 |  |  | 2.500000 |  | 790,858 |  |  | 143,333 |  |  | 647,525 |
Total |  | 1,030,322 |  |  |  |  | 1,980,823 |  |  | 961,301 |  |  | 1,019,522 |
The Class C OP Units are 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. For the three months ended March 31, 2024, $88,783 was charged to stock compensation expense for the final vesting of the Class P OP Units and $1,222,219 was charged to stock compensation expense for the final vesting of the Class R OP Units. The total stock compensation expenses for the three and nine months ended September 30, 2024 and 2023 were as follows:
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  | 2024 |  | 2023 |  | 2024 |  | 2023
Class P OP Units |  | $ | — |  |  | $ | 88,783 |  |  | $ | 88,783 |  |  | $ | 266,350 |
Class R OP Units - Time Vested Units |  | — |  |  | 488,887 |  |  | 488,887 |  |  | 1,466,659 |
Class R OP Units - Performance Vested Units |  | — |  |  | 7,822,197 |  |  | 733,332 |  |  | 7,822,197 |
Class C Common Stock issued to the board of directors for services (see Note 10) |  | 75,000 |  |  | 70,000 |  |  | 210,000 |  |  | 235,000 |
Total |  | $ | 75,000 |  |  | $ | 8,469,867 |  |  | $ | 1,521,002 |  |  | $ | 9,790,206 |
Purchase of Class C OP Units and Repurchase of Class C Common Stock On February 15, 2024, the 1,312,382 Class C OP Units issued to Group of Trophy, LLC in January 2022 were assigned to its affiliate, First City, and on February 16, 2024, 656,191 of these Class C OP Units were exchanged for Class C Common Stock. On July 31, 2024, the Company entered into an agreement with First City to purchase the remaining 656,191 Class C OP Units held by First City and to repurchase 123,809 shares of Class C Common Stock also held by First City. Under this agreement, the purchase price was based on the average daily closing price of the Class C Common Stock on the NYSE for the 10 consecutive trading days immediately preceding the date that the Company received notice from First City on July 29, 2024 that it would like to consummate the closing, as prescribed by the Operating Partnership agreement. The transaction closed on August 1, 2024 at a price of $14.80, for total net consideration of $11,532,768. The Company funded this transaction with available cash on hand. As a result of this transaction, the KIA auto dealership property is no longer subject to a tax protection agreement. Distributions and Allocations Class C OP Units received the following distributions and allocations of net (loss) income during the three and nine months ended September 30, 2024 and 2023 were as follows:
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  | 2024 |  | 2023 |  | 2024 |  | 2023
Class C OP Units distributions |  | $ | 501,526 |  |  | $ | 459,955 |  |  | $ | 1,542,864 |  |  | $ | 1,269,653 |
Class C OP Units net (loss) income allocation |  | $ | (461,334) |  |  | $ | (1,368,896) |  |  | $ | 388,349 |  |  | $ | (1,535,452) |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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