Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 29, 2020 | Jun. 28, 2019 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | RW HOLDINGS NNN REIT, Inc. | ||
Entity Central Index Key | 0001645873 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Common Class C | |||
Document Information [Line Items] | |||
Entity Public Float | $ 155,581,817 | ||
Entity Common Stock, Shares Outstanding | 23,788,542 | ||
Common Class S | |||
Document Information [Line Items] | |||
Entity Public Float | $ 1,691,112 | ||
Entity Common Stock, Shares Outstanding | 187,295 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Real estate investments: | ||
Land | $ 86,775,988 | $ 41,126,392 |
Building and improvements | 309,904,890 | 176,367,798 |
Tenant origination and absorption costs | 27,266,610 | 17,717,819 |
Total investments in real estate property | 423,947,488 | 235,212,009 |
Accumulated depreciation and amortization | (20,411,794) | (10,563,664) |
Total investments in real estate property, net | 403,535,694 | 224,648,345 |
Investments in unconsolidated entities (Note 5) | 10,388,588 | 14,275,815 |
Total investments in real estate property, net | 413,924,282 | 238,924,160 |
Cash and cash equivalents | 6,823,568 | 5,252,686 |
Restricted cash | 113,362 | 3,503,242 |
Tenant receivables | 6,224,764 | 3,659,114 |
Above-market lease intangibles, net | 1,251,734 | 584,248 |
Due from affiliates | 2,332 | 16,838 |
Purchase and other deposits | 0 | 100,000 |
Prepaid expenses and other assets | 1,867,777 | 234,399 |
Interest rate swap derivatives | 34,567 | 151,215 |
Operating lease right-of-use asset | 2,386,877 | |
Goodwill | 50,588,000 | 0 |
Intangible assets | 7,700,000 | 0 |
Total assets | 490,917,263 | 252,425,902 |
Liabilities and Equity | ||
Mortgage notes payable, net | 194,039,207 | 122,709,308 |
Unsecured credit facility, net | 7,649,861 | 8,998,000 |
Short-term notes payable | 4,800,000 | 0 |
Accounts payable, accrued and other liabilities | 11,555,161 | 7,164,713 |
Share repurchases payable | 0 | 584,676 |
Below-market lease intangibles, net | 14,591,359 | 2,595,382 |
Due to affiliates | 630,820 | 979,174 |
Interest rate swap derivatives | 1,021,724 | 300,929 |
Operating lease liability | 2,386,877 | |
Total liabilities | 236,675,009 | 143,332,182 |
Commitments and contingencies | ||
Redeemable common stock | 14,069,692 | 6,000,951 |
Preferred stock, $0.001 par value, 50,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Additional paid-in-capital | 220,714,676 | 119,247,245 |
Cumulative distributions and net losses | (31,168,948) | (16,167,437) |
Total RW Holdings NNN REIT, Inc. equity | 189,569,562 | 103,092,769 |
Noncontrolling interest in the Operating Partnership | 50,603,000 | 0 |
Total equity | 240,172,562 | 103,092,769 |
Total liabilities and equity | 490,917,263 | 252,425,902 |
Common Class C | ||
Liabilities and Equity | ||
Common stock, value, issued | 23,647 | 12,943 |
Common Class S | ||
Liabilities and Equity | ||
Common stock, value, issued | $ 187 | $ 18 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common Class C | ||
Common stock (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) | 23,647,466 | 12,943,294 |
Common stock, shares outstanding (in shares) | 23,647,466 | 12,943,294 |
Common Class S | ||
Common stock (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) | 186,606 | 17,594 |
Common stock, shares outstanding (in shares) | 186,606 | 17,594 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Rental income | $ 24,544,958 | $ 17,984,625 |
Expenses: | ||
Fees to affiliates | 3,305,021 | 2,843,810 |
General and administrative | 2,711,573 | 2,570,529 |
Self-management transaction expense | 1,468,913 | 0 |
Depreciation and amortization | 9,848,130 | 6,988,925 |
Interest expense | 7,382,610 | 5,577,828 |
Property expenses | 4,877,658 | 3,185,629 |
Total expenses | 29,593,905 | 21,166,721 |
Less: Expenses reimbursed/fees waived by Sponsor or affiliates | (332,337) | (1,136,469) |
Net expenses | 29,261,568 | 20,030,252 |
Other income: | ||
Interest income | 66,570 | 17,879 |
Income from investments in unconsolidated entities | 234,048 | 226,024 |
Total other income | 300,618 | 243,903 |
Net loss | $ (4,415,992) | $ (1,801,724) |
Net loss per common share, basic and diluted (In USD Per Share) | $ (0.29) | $ (0.16) |
Weighted-average number of shares of common stock outstanding, basic and diluted (In Shares) | 15,036,474 | 11,069,864 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) | Total | Common Class S | Common StockCommon Class C | Common StockCommon Class S | Additional Paid-in Capital | Cumulative Distributions and Net Losses | Total RW Holdings NNN, Inc. Equity | Noncontrolling Interest in the Operating Partnership |
Beginning balance (in shares) at Dec. 31, 2017 | 8,838,002 | 3,032 | ||||||
Beginning balance at Dec. 31, 2017 | $ 79,249,866 | $ 8,838 | $ 3 | $ 85,324,921 | $ (6,083,896) | $ 79,249,866 | $ 0 | |
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of common stock in offering (in shares) | 4,972,792 | 14,562 | ||||||
Issuance of common stock in offerings | 50,101,989 | $ 4,972 | $ 15 | 50,097,002 | 50,101,989 | |||
Stock issued as compensation expense (in shares) | 16,700 | |||||||
Stock issued as compensation expense | 167,835 | $ 17 | 167,818 | 167,835 | ||||
Offering costs | (1,502,462) | (1,502,462) | (1,502,462) | |||||
Reclassification to redeemable common stock | (6,152,439) | (6,152,439) | (6,152,439) | |||||
Repurchases of common stock (in shares) | (884,200) | |||||||
Repurchases of common stock | (8,688,479) | $ (884) | (8,687,595) | (8,688,479) | ||||
Distributions declared | (8,281,817) | (8,281,817) | (8,281,817) | |||||
Net loss | (1,801,724) | (1,801,724) | (1,801,724) | |||||
Ending balance (in shares) at Dec. 31, 2018 | 12,943,294 | 17,594 | ||||||
Ending balance at Dec. 31, 2018 | 103,092,769 | $ 12,943 | $ 18 | 119,247,245 | (16,167,437) | 103,092,769 | 0 | |
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of common stock in offering (in shares) | 186,606 | 3,859,981 | 169,012 | |||||
Issuance of common stock in offerings | 40,908,373 | $ 3,860 | $ 169 | 40,904,344 | 40,908,373 | |||
Issuance of common stock in merger (in shares) | 8,042,222 | |||||||
Issuance of common stock in merger | 81,708,971 | $ 8,042 | 81,700,929 | 81,708,971 | ||||
Contribution of equity in self-management transaction | 50,603,000 | 50,603,000 | ||||||
Stock issued as compensation expense (in shares) | 31,004 | |||||||
Stock issued as compensation expense | 315,000 | $ 31 | 314,969 | 315,000 | ||||
Offering costs | (1,716,672) | (1,716,672) | (1,716,672) | |||||
Reclassification to redeemable common stock | (7,484,065) | (7,484,065) | (7,484,065) | |||||
Shares eliminated in self-management transaction (in shares) | (10,740) | |||||||
Shares eliminated in self-management transaction | (107,400) | $ (10) | (107,390) | (12,145,903) | ||||
Repurchases of common stock (in shares) | (1,218,295) | |||||||
Repurchases of common stock | (12,145,903) | $ (1,219) | (12,144,684) | (107,400) | ||||
Distributions declared | (10,585,519) | (10,585,519) | (10,585,519) | |||||
Net loss | (4,415,992) | (4,415,992) | (4,415,992) | |||||
Ending balance (in shares) at Dec. 31, 2019 | 23,647,466 | 186,606 | ||||||
Ending balance at Dec. 31, 2019 | $ 240,172,562 | $ 23,647 | $ 187 | $ 220,714,676 | $ (31,168,948) | $ 189,569,562 | $ 50,603,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (4,415,992) | $ (1,801,724) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 9,848,130 | 6,988,925 |
Stock issued as compensation expense | 372,500 | 167,835 |
Deferred rents | (1,309,272) | (1,236,145) |
Amortization of lease incentives | 61,203 | 8,350 |
Amortization of deferred financing costs | 638,200 | 927,535 |
Amortization of above-market lease intangibles | 97,045 | 97,045 |
Amortization of below-market lease intangibles | (646,745) | (406,329) |
Unrealized loss on interest rate swap valuation | 820,496 | 157,613 |
Income from investments in unconsolidated entities | (234,048) | (226,024) |
Distributions from investments in unconsolidated entities | 1,029,786 | 896,670 |
Changes in operating assets and liabilities: | ||
Tenant receivables | (946,209) | (1,159,874) |
Due from affiliate | 0 | 17,356 |
Prepaid expenses and other assets | (1,374,345) | 8,592 |
Accounts payable, accrued and other liabilities | 1,770,491 | 1,373,044 |
Due to affiliate | (962,336) | 69,020 |
Net cash provided by operating activities | 4,748,904 | 5,881,889 |
Cash Flows from Investing Activities: | ||
Acquisition of real estate investments | (24,820,410) | (87,064,535) |
Improvements to existing real estate investments | (1,665,180) | (1,730,666) |
Payment of tenant improvements | (3,486,927) | 0 |
Payments of acquisition fees to affiliate | (746,459) | (2,702,043) |
Cash acquired from acquisitions of affiliates | 1,016,507 | 0 |
Investments in unconsolidated entities | 0 | (422,440) |
Collection (payment) of refundable purchase deposits | 100,000 | (100,000) |
Net cash used in investing activities | (29,602,469) | (92,019,684) |
Cash Flows from Financing Activities: | ||
Borrowings from unsecured credit facility | 12,609,000 | 36,450,000 |
Repayments of unsecured credit facility | (13,869,000) | (39,450,000) |
Proceeds from mortgage notes payable | 23,100,000 | 75,687,500 |
Principal payments on mortgage notes payable | (14,879,217) | (12,892,970) |
Payments of deferred financing costs to third parties | (495,148) | (1,200,010) |
Payments of financing fees to affiliates | (107,500) | (262,050) |
Proceeds from issuance of common stock and investor deposits | 34,555,691 | 44,223,885 |
Payment of offering costs | (1,716,672) | (1,500,285) |
Payment of Class S commissions | 1,302 | (550) |
Repurchases of common stock | (12,145,903) | (8,688,479) |
Distributions paid to common stockholders | (4,017,986) | (1,656,073) |
Net cash provided by financing activities | 23,034,567 | 90,710,968 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (1,818,998) | 4,573,173 |
Cash, cash equivalents and restricted cash, beginning of year | 8,755,928 | 4,182,755 |
Cash, cash equivalents and restricted cash, end of year | 6,936,930 | 8,755,928 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 5,862,393 | 4,235,739 |
Supplemental disclosure of noncash flow information: | ||
Reclassifications to redeemable common stock | 7,484,065 | 6,152,439 |
Distributions paid to common stockholders through common stock issuance pursuant to the dividend reinvestment plan | 6,352,682 | 5,878,104 |
Reduction in lease incentive obligation | 0 | (853,232) |
(Decrease) increase in share repurchases payable | (584,676) | 197,837 |
Increase in accrued dividends | 214,851 | 747,640 |
Unpaid portion of real estate acquired | 0 | 3,486,927 |
Unpaid portion of capitalized costs related to acquisitions of affiliates | 1,570,622 | 0 |
Real estate properties acquired | 148,054,617 | 0 |
Mortgage debt acquired | 62,985,425 | 0 |
Net liabilities assumed | 268,732 | 0 |
Cancellation of investment in REIT I | 3,091,489 | 0 |
Class C common stock issued | 81,708,971 | 0 |
Goodwill in self-management transaction | 50,588,000 | 0 |
Intangible assets acquired | 7,700,000 | 0 |
Operating lease right-of-use asset acquired / operating lease liability assumed | 2,386,877 | 0 |
Notes payable and short-term credit facility acquired | 6,230,820 | 0 |
Net liabilities assumed | 1,561,580 | 0 |
Issuance of Class M OP Units and Class P OP Units in the Operating Partnership | 50,603,000 | 0 |
Cancellation of investment in the Company | $ 107,400 | $ 0 |
BUSINESS AND ORGANIZATION
BUSINESS AND ORGANIZATION | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
BUSINESS AND ORGANIZATION | BUSINESS AND ORGANIZATION RW Holdings NNN REIT, Inc. (the “Company”) was incorporated on May 14, 2015 as a Maryland corporation. 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, 300,000,000 shares of 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 was formed to primarily invest, directly or indirectly in real estate owning entities, which own single-tenant income-producing properties located in the United States, which are leased to credit worthy tenants under long-term net leases. The Company’s goal is to generate current income for investors and long-term capital appreciation in the value of its properties. The Company holds its investments in real property through special purpose limited liability companies which are wholly-owned subsidiaries of RW Holdings NNN REIT Operating Partnership, LP (formerly known as Rich Uncles NNN Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”)) or as held by the Operating Partnership. The Operating Partnership was formed on January 28, 2016. The Company is the sole general partner of and owned a 99% partnership interest in the Operating Partnership prior to the completion of the Self-Management Transaction (defined below) on December 31, 2019. The Company's wholly-owned subsidiary, Rich Uncles NNN LP, LLC, a Delaware limited liability company formed on May 13, 2016 (“NNN LP”), owned the remaining 1% partnership interest in the Operating Partnership and was the sole limited partner of the Operating Partnership prior to the completion of the Self-Management Transaction on December 31, 2019. Following the completion of the Self-Management Transaction, the Company, including NNN LP, owns an approximately 87% partnership interest in the Operating Partnership. Daisho OP Holdings, LLC, a formerly wholly-owned subsidiary of BrixInvest (defined below) (“Daisho”) which was spun off from BrixInvest, issued and, as of the date of this Annual Report on Form 10-K, holds 657,949.5 units of Class M limited partnership interest (the “Class M OP Units”), or an approximately 12% limited partnership interest, in the Operating Partnership. Daisho is managed by Aaron S. Halfacre, Raymond J. Pacini and Ray Wirta, the Company’s Chief Executive Officer, Chief Financial Officer and Chairman, respectively. In connection with the Self-Management Transaction, the Company's Chief Executive Officer and Chief Financial Officer were issued units of Class P limited partnership interest (the "Class P OP Units") in the Operating Partnership and thereby own the remaining approximately 1% limited partnership interest in the Operating Partnership. The Company was externally managed by its former advisor, Rich Uncles NNN REIT Operator, LLC (the “Former Advisor”), a Delaware limited liability company, pursuant to the Second Amended and Restated Advisory Agreement dated August 11, 2017, as amended (the “Advisory Agreement”), through December 31, 2019. The Former Advisor is wholly-owned by the Company’s former sponsor, BrixInvest, LLC (f/k/a Rich Uncles, LLC) ("BrixInvest" or the “Former Sponsor”), a Delaware limited liability company, whose former members include Messrs. Halfacre and Wirta. On each of June 24 and December 31, 2015, the Company issued 10,000 shares of its Class C common stock to the Former Sponsor, for a total of 20,000 shares of Class C common stock, at a purchase price of $10.00 per share. Upon effectuating the Self-Management Transaction (described below), the Former Sponsor's previously held 10,740 shares of the Company’s Class C common stock were canceled. On December 31, 2019, pursuant to an Agreement and Plan of Merger dated September 19, 2019 (the “Merger Agreement”), Rich Uncles Real Estate Investment Trust I (“REIT I”) merged with and into Katana Merger Sub, LP, a Delaware limited partnership and wholly-owned subsidiary of the Company (“Merger Sub”), with Merger Sub surviving as a direct, wholly-owned subsidiary of the Company (the “Merger”). At such time, the separate existence of REIT I ceased. As a result, the Company issued 8,042,221.6 shares of its Class C common stock to former shareholders of REIT I. In addition, on December 31, 2019, a self-management transaction was completed, whereby the Company, the Operating Partnership, BrixInvest and Daisho effectuated a Contribution Agreement (the “Contribution Agreement”) pursuant to which the Company acquired substantially all of the assets and assumed certain liabilities of BrixInvest in exchange for 657,949.5 Class M OP Units in the Operating Partnership (the “Self-Management Transaction”). As a result of the completion of the Merger and the Self-Management Transaction, the Company became self-managed ( see Note 3 ). On July 15, 2015, the Company filed a registration statement on Form S-11 (File No. 333-205684) with the Securities and Exchange Commission (the “SEC”) to register an initial public offering of a maximum of 90,000,000 of its shares of common stock for sale to the public (the “Primary Offering”). The Company also registered a maximum of 10,000,000 of its shares of common stock pursuant to the Company’s distribution reinvestment plan (the “Registered DRP Offering” and together with the Primary Offering, the “Registered Offering”). The SEC declared the Company’s registration statement effective on June 1, 2016, and on July 20, 2016, the Company began offering shares of common stock to the public. Pursuant to the Registered Offering, the Company sold shares of Class C common stock directly to investors, with a minimum investment in shares of $500 . Commencing in August 2017, the Company began selling shares of its Class C common stock only to U.S. persons as defined under Rule 903 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as a result of the commencement of the Class S Offering (as defined below) to non-U.S. Persons. On August 11, 2017, the Company began offering up to 100,000,000 shares of Class S common stock exclusively to non-U.S. Persons as defined under Rule 903 promulgated under the Securities Act, pursuant to an exemption from the registration requirements of the Securities Act and in accordance with Regulation S of the Securities Act (the “Class S Offering” and, together with the Registered Offering and the Follow-on Offering (as defined below), the “Offerings”). The Class S common stock has similar features and rights as the Class C common stock, including with respect to voting and liquidation, except that the Class S common stock offered in the Class S Offering may be sold only to non-U.S. Persons and may be sold through brokers or other persons who may be paid upfront and deferred selling commissions and fees. On December 23, 2019, the Company commenced a follow-on offering pursuant to a new registration statement on Form S-11 (File No. 333-231724) (the “Follow-on Offering” and, together with the Registered Offering, the “Registered Offerings”), which registered the offer and sale of up to $800,000,000 in share value of Class C common stock, including $725,000,000 in share value of Class C common stock pursuant to the primary portion of the Follow-on Offering and $75,000,000 in share value of Class C common stock pursuant to the Company's distribution reinvestment plan. On January 31, 2020, the Company’s board of directors approved and established an estimated net asset value (“NAV”) per share of the Company’s common stock of $10.27 (unaudited). Effective February 1, 2020, the purchase price per share of the Company’s common stock in the Follow-on Offering and distribution reinvestment plan increased from $10.16 (unaudited) to $10.27 (unaudited). Through December 31, 2019 , the Company had sold 17,887,949 shares of Class C common stock in the Registered Offerings, including 1,527,839 shares of Class C common stock sold under its distribution reinvestment plan, for aggregate gross offering proceeds of $179,698,905 , and 186,606 shares of Class S common stock in the Class S Offering, including 2,293 shares of Class S common stock sold under its distribution reinvestment plan, for aggregate gross offering proceeds of $1,893,827 . As of December 31, 2019 , the Company had invested in (i) 45 operating properties, comprised of: 20 retail properties, 16 office properties and nine industrial properties (includes 20 operating properties which are comprised of: (a) 11 retail properties, (b) six office properties and (c) three industrial properties which were acquired through the merger with REIT I on December 31, 2019); (ii) one parcel of land, which currently serves as an easement to one of the Company’s office properties; and (iii) an approximate 72.7% tenant-in-common interest in a Santa Clara office property (the “TIC Interest”). The Company continues to offer shares of common stock under its Offerings. In some states, the Company is required to renew the registration statement for the Follow-on Offering annually or file a new registration statement to continue the Follow-on Offering. The Company may terminate the Offerings at any time. |
SUMMARY OF SIGNIFICANT ACOUNTIN
SUMMARY OF SIGNIFICANT ACOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
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 are 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 consolidated financial statements and accompanying 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. The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Noncontrolling Interest in Consolidated Entities The Company accounts for the noncontrolling interest in its Operating Partnership in accordance with the related accounting guidance. Due to the Company's control of the Operating Partnership through its general partnership interest therein and the limited rights of the limited partners, the Operating Partnership, including its wholly-owned subsidiaries, are consolidated with the Company, and the limited partner interests are reflected as a noncontrolling interest in the accompanying consolidated balance sheets. Business Combinations The Company accounts for business combinations in accordance with ASC 805, Business Combinations and applicable Accounting Standard Updates, whereby the total consideration transferred is allocated to the assets acquired and liabilities assumed, including amounts attributable to any non-controlling interests, when applicable, based on their respective estimated fair values as of the date of acquisition. Goodwill represents the excess of consideration transferred over the estimated fair value of the net assets acquired in a business combination. ASC 805 defines business as an integrated set of activities and assets (collectively, a "set") that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly to investors or other owners, members, or participants. To be considered a business, the set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output. ASC 805 provides a practical screen to determine when a set would not be considered a business. If the screen is not met and further assessment determines that the set is not a business, then the set is an asset acquisition. The primary difference between a business combination and an asset acquisition is that an asset acquisition requires cost accumulation and allocation at relative fair value. Acquisition costs are capitalized for an asset acquisition and expensed for a business combination ( see Note 3 for a description of the Merger and Self-Management Transaction ). Revenue Recognition The Company adopted FASB Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606 ) (“ASU No. 2014-09”) effective January 1, 2018 using the modified retrospective approach, which requires a cumulative effect adjustment as of the Company's date of adoption. The adoption of ASU No. 2014-09 did not result in a cumulative effect adjustment as of January 1, 2018. Based on the Company’s evaluation of contracts within the scope of ASU No. 2014-09, revenue that is impacted by ASU No. 2014-09 included revenue generated by sales of real estate, other operating income and tenant reimbursements for substantial services earned at the Company’s properties. Such revenues are recognized when the services are provided and the performance obligations are satisfied. The Company’s adoption of ASU No. 2014-09 in 2018 did not have a significant impact on its consolidated financial statements. The Company adopted FASB ASU No. 2016-02 “ Leases (Topic 842) ” and the related FASB ASU Nos. 2018-10, 2018-11, 2018-20 and 2019-01 effective January 1, 2019, which provide practical expedients, technical corrections and improvements for certain aspects of ASU 2016-02, on a modified retrospective basis (collectively “Topic 842”). Topic 842 establishes a single comprehensive model for entities to use in accounting for leases and supersedes the existing leasing guidance. Topic 842 applies to all entities that enter into leases. Lessees are required to report assets and liabilities that arise from leases. Lessor accounting has largely remained unchanged; however, certain refinements were made to conform with revenue recognition guidance, specifically related to the allocation and recognition of contract consideration earned from lease and non-lease revenue components. Topic 842 impacts the Company's accounting for leases primarily as a lessor. However, Topic 842 also impacts the Company's accounting as a lessee for an operating lease assumed as a result of the Self-Management Transaction, which was completed on December 31, 2019. 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. Under Topic 842, the lease of space is considered a lease component while the common area maintenance, property taxes and other recoverable costs billings are considered nonlease components, which fall under revenue recognition guidance in Topic 606. However, upon adopting the guidance in Topic 842, the Company determined that its tenant leases met the criteria to apply the practical expedient provided by ASU 2018-11 to recognize the lease and non-lease components together as one single component. This conclusion was based on the consideration that (1) the timing and pattern of transfer of the nonlease components and associated lease component are the same, and (2) the lease component, if accounted for separately, would be classified as an operating lease. As the lease of properties is the predominant component of the Company's leasing arrangements, the Company accounted for all lease and nonlease components as one-single component under Topic 842. As a result, the adoption of Topic 842 did not have any impact on the Company's timing or pattern of recognition of rental revenues as compared to previous guidance. To reflect recognition as one lease component, rental income and tenant reimbursements and other lease related property income that meet the requirements of the practical expedient provided by ASU 2018-11 have been combined under rental income subsequent to the adoption of Topic 842 for the year ended December 31, 2019 in the Company's consolidated statements of operations. The Company also made a conforming reclassification for the prior year’s tenant reimbursements. For the year ended December 31, 2019 and 2018, tenant reimbursements included in rental income amounted to $4,857,794 and $3,258,579 , respectively. Prior to the adoption of Topic 842, lessor costs for certain services directly reimbursed by tenants have already been presented on a gross basis in revenues and expenses in the Company's consolidated statements of operations. The Company recognizes rental income from tenants under operating leases on a straight-line basis over the noncancelable 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, 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. Tenant improvement ownership is determined based on various factors including, but not limited to: • whether the lease stipulates how a tenant improvement allowance may be spent; • whether the amount of a tenant improvement allowance is in excess of market rates; • whether the tenant or landlord retains legal title to the improvements at the end of the lease term; • whether the tenant improvements are unique to the tenant or general-purpose in nature; and • whether the tenant improvements are expected to have any residual value at the end of the lease. Tenant reimbursements of real estate taxes, insurance, repairs and maintenance, and other operating expenses are recognized as revenue in the period the expenses are incurred and presented gross if the Company is the primary obligor and, with respect to purchasing goods and services from third-party suppliers, has discretion in selecting the supplier and bears the associated credit risk. In instances where the operating lease agreement has an early termination option, the termination penalty is based on a predetermined termination fee or based on the unamortized tenant improvements and leasing commissions. 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. Bad Debts and Allowances for Tenant and Deferred Rent Receivables Upon the adoption of Topic 842 on January 1, 2019, the Company's determination of the adequacy of its allowances for 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 and deferred rent 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. Prior to the adoption of Topic 842, the Company evaluated the collectability of rents and other receivables on a regular basis based on factors including, among others, payment history, the operations, the asset type and current economic conditions. If the Company's evaluation of these factors indicated it would not recover the full value of the receivable, the Company provided a reserve against the portion of the receivable that it estimated would not be recovered. This analysis required the Company to determine whether there were factors indicating a receivable would not be fully collectable and to estimate the amount of the receivable that would not be collected. In addition, 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 revenue until cash is received or until the tenant is no longer in bankruptcy and has the ability to make rental payments. Advertising Costs Advertising costs relating to the Offerings were paid by the Former Advisor through September 30, 2019. These amounts were reimbursed to the Former Advisor as organization and offering costs to the extent they did not exceed the 3% limit further discussed in Note 9, and the Company did no t incur any advertising costs related to the Offerings during the three months ended December 31, 2019 . Therefore, the Company did no t incur any advertising cost charged to expense for the years ended December 31, 2019 and 2018 (see Note 9) . Income Taxes The Company elected to be taxed as a REIT for U.S. federal income tax purposes under Section 856 through 860 of the Internal Revenue Code of 1986, as amended, beginning with its taxable year ended December 31, 2016. The Company expects to operate in a manner that will allow us 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 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 interest or penalties by any major tax jurisdictions. The Company’s evaluations were performed for the tax years ended December 31, 2019 and 2018 . As of December 31, 2019 , the returns for calendar years 2015, 2016, 2017 and 2018 remain subject to examination by major tax jurisdictions. Other Comprehensive Loss For the years ended December 31, 2019 and 2018 , other comprehensive loss is the same as net loss. Per Share Data The Company reports a dual presentation of 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. Diluted EPS is the same as Basic EPS for the years ended December 31, 2019 and 2018 as the Company had a net loss for both years. As of December 31, 2019, there were 657,949.5 Class M OP Units and 56,029 Class P OP Units that are convertible to Class C OP Units (defined below) at a conversion ratio of five Class C OP Units for each one Class M OP Unit or Class P OP Unit, as applicable, after a specified period of time ( see Note 3 ). The holders of Class C OP Units may exchange such Class C OP Units for shares of the Company's Class C common stock on a 1-for-1 basis or cash, at the Company’s sole and absolute discretion. The Class M OP Units and Class P OP Units, and the shares of Class C common stock into which they may ultimately be converted, were excluded from the computation of Diluted EPS because their effect would not be dilutive. There were no other outstanding securities or commitments to issue common stock that would have a dilutive effect for the years then ended. The Company has presented the basic and diluted net loss per share amounts on the accompanying consolidated statements of operations for Class C and Class S share classes as a combined common share class. Application of the two-class method for the allocating net loss in accordance with the provisions of ASC 260, Earnings per Share , would have resulted in a net loss of $0.29 and $0.16 per share for Class C shares for the years ended December 31, 2019 and 2018 , respectively, and a net loss of $0.27 and $0.32 per share for Class S shares for the years ended December 31, 2019 and 2018 , respectively. The differences in loss per share if allocated under this method primarily reflect the lower effective dividends per share for Class S shareholders as a result of the payment of the deferred commission to the Class S distributor of these shares, and also reflect the impact of the timing of the declaration of the dividends relative to the time the shares were outstanding. Distributions declared per share of Class C common stock were $0.7035 and $0.7035 for the years ended December 31, 2019 and 2018 , respectively. Distributions declared per share of Class S common stock were $0.7035 and $0.7035 for the years ended December 31, 2019 and 2018 . The distribution paid per share of Class S common stock is net of the deferred selling commission. 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 exit 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 a combination of market quotes, pricing models, and other 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; restricted cash; tenant receivables; purchase and other deposits; prepaid expenses and other assets; accounts payable, accrued and other liabilities; and due to affiliates: These balances approximate their fair values due to the short maturities of these items. Derivative instruments : The Company’s derivative instruments are presented at fair value on 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. Unsecured credit facility : The fair value of the Company’s unsecured credit facility approximates its carrying value as the interest rates are variable and the balances approximate their fair values due to the short maturities of this facility. 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 instruments from related parties is included in Note 9. 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. Restricted Cash Restricted cash is comprised of funds which are restricted for use as required by certain lenders in conjunction with an acquisition or debt financing and for on-site and tenant improvements or property taxes. Restricted cash as of December 31, 2019 and 2018 amounted to $113,362 and $3,503,242 , respectively. Pursuant to lease agreements, the Company has obligations to pay for $98,329 and $3,535,163 in site and tenant improvements to be incurred by tenants as of December 31, 2019 and 2018 , respectively, including a 72.7% share of the tenant improvements for the Santa Clara property. At December 31, 2019 and 2018 , the Company’s restricted cash held to fund these improvements totaled $92,684 and $3,486,927 , respectively. As of December 31, 2019 and 2018, the Company also held restricted cash of $20,678 and $16,315 to fund an impounded property tax. 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 2019 and 2018 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 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 noncancelable 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 noncancelable 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 ● Tenant origination and absorption costs, and above-/below-market lease intangibles Remaining lease term Impairment of Real Estate and Related Intangible Assets The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of real estate and related intangible assets may not be recoverable. When indicators of potential impairment are present that indicate that the carrying amounts of real estate and related intangible assets may not be recoverable, management assesses whether the carrying value of the assets 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 asset, the Company will record an impairment charge to the extent the carrying value exceeds the estimated fair value of the asset. For the years ended December 31, 2019 and 2018 , the Company did no t record any impairment charges related to its real estate investments. Leasing Costs Upon adoption of Topic 842, the Company elected to apply the package of practical expedients provided and did not reassess the following as of January 1, 2019: (1) whether any expired or existing contracts are leases or contain leases; (2) the lease classification for any expired or existing leases; and (3) initial direct costs for any existing leases. Under Topic 842, initial direct costs for both lessees and lessors would include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. As a result, beginning January 1, 2019, the Company no longer capitalizes internal leasing costs and third-party legal leasing costs and instead charges these costs to expense as incurred. These expenses are included in legal leasing costs under general and administrative expenses in the Company's consolidated statements of operations. During the year ended December 31, 2019 , the Company did not incur any indirect leasing costs which would have been capitalized prior to the adoption of Topic 842. The election of the package of practical expedients described above permits the Company to continue to account for its leases that commenced before January 1, 2019 under the previously existing lease accounting guidance for the remainder of their lease terms, and to apply the new lease accounting guidance to leases entered into or acquired commencing or modified after January 1, 2019 ( see Note 10 ). Unconsolidated Investments The Company accounts for investments in entities 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 investments are reviewed for impairment whenever events or cir |
MERGER AND SELF-MANAGEMENT TRAN
MERGER AND SELF-MANAGEMENT TRANSACTION | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
MERGER AND SELF-MANAGEMENT TRANSACTION | MERGER AND SELF-MANAGEMENT TRANSACTION REIT I Merger Transaction On December 31, 2019, pursuant to the Merger Agreement, the Company completed the acquisition of REIT I. The Company's stockholders approved the Merger contemplated by the Merger Agreement at the Annual Meeting of Stockholders held on December 17, 2019 (the “Annual Meeting”). The shareholders of REIT I approved the Merger contemplated by the Merger Agreement at REIT I’s Special Meeting of Shareholders, also held on December 17, 2019. On December 31, 2019, REIT I merged with and into Merger Sub, which survived the Merger as the Company's direct, wholly-owned subsidiary. At such time, the separate existence of REIT I ceased. The acquisition primarily included 20 single-tenant commercial properties and related tenant receivables, mortgage notes payable and accounts payable, in exchange for Merger consideration for each of REIT I's common shares (the “REIT I Common Shares”) issued and outstanding immediately prior to the Merger, other than REIT I Common Shares owned by the Company, which were automatically canceled and retired, and converted into the right to receive one share of the Company's Class C common stock, with any fractional REIT I Common Shares converted into a corresponding number of fractional shares of the Company’s Class C common stock. As a result, the Company issued 8,042,221.6 shares of its Class C common stock to former shareholders of REIT I. As further discussed in Note 5, prior to the merger of REIT I with and into Merger Sub on December 31, 2019, the Company had an approximate 4.80% ownership interest in REIT I as of December 31, 2018. Accounting Treatment While the Merger transaction was treated legally as a merger of the two entities, for accounting purposes, the transaction was treated as an asset acquisition under GAAP because REIT I did not possess the capability to operate its properties to generate revenue since it had no workforce. It was dependent on its advisor for and did not possess the processes to perform asset management, property purchase and sale transactions or the resulting revenue generation on a stand-alone basis. The real estate assets acquired are similar in nature to each other and represent substantially all of the fair value of the assets acquired. While there are some dissimilarities including the nature of the use (retail, industrial and office), each of the properties is subject to a multi-year lease with a single credit-worthy tenant and the properties have similar risk profiles, including project mortgages or no debt, 17 of the 20 properties (approximately 93% by value) are located in California and therefore subject to California law and all properties are managed without onsite offices. The Merger Sub, not REIT I, was the surviving entity, there was no entity level debt and there was no contingent consideration paid as is typical in the purchase of an operating business. The assets and liabilities acquired in the Merger were recorded at fair value as determined as of December 31, 2019, including normal adjustments for the values of lease-in-place and above/below market for leases and premium/discount on outstanding mortgage notes payable. The Company incurred approximately $3,044,000 of acquisition-related transaction costs during 2019. These acquisition-related transaction costs were capitalized to the acquired real estate assets. As the transaction closed on the final day of the year, the Merger did not have an impact on the Company's consolidated statement of operations for the year ended December 31, 2019 ( see Unaudited Pro Forma Financial Information Reflecting both the Merger and Self-Management Transaction below ). Purchase Price Allocation The Company accounted for the Merger in accordance with the accounting standards codification guidance for business combinations, whereby the total purchase price was allocated to the acquired net tangible and intangible assets based on their estimated fair values as of the closing date. As of December 31, 2019, the Company has substantially completed its process for measuring the fair values of the assets acquired and liabilities assumed based on information available as of the closing date. The Company expects to finalize its preliminary valuation and complete the allocation of the purchase price as soon as practicable, but no later than one year from the closing date of the Merger, as required. The following table summarizes the allocation of the purchase price to the fair values assigned to the REIT I assets acquired and liabilities assumed as of December 31, 2019, the Merger closing date. These fair values are based on internal Company and independent external third-party valuations: Fair Values Assigned December 31, Assets: Real estate property, including above/below lease intangibles $ 151,099,097 Cash and cash equivalents 1,612,331 Tenant receivable 310,169 Prepaid expenses and other assets 51,924 Liabilities: Mortgage notes payable, net (62,985,425 ) Accounts payable and other liabilities (2,243,156 ) Net 87,844,940 Less: Cancellation of investment in REIT I (Note 5) (3,091,489 ) Capitalized transaction-related costs (3,044,480 ) Net Assets Acquired $ 81,708,971 Self-Management Transaction On September 19, 2019, the Company, the Operating Partnership, BrixInvest and Daisho entered into the Contribution Agreement pursuant to which the Company acquired substantially all of the net assets of BrixInvest in exchange for 657,949.5 Class M OP Units in the Operating Partnership and assumed certain liabilities. On December 31, 2019, the Self-Management Transaction was completed. Prior to the closing of the Self-Management Transaction: (i) substantially all of BrixInvest’s assets and liabilities were contributed to Daisho’s wholly-owned subsidiary, modiv, LLC a Delaware limited liability company; and (ii) BrixInvest spun off Daisho to the BrixInvest members (the “Spin Off”). Pursuant to the Self-Management Transaction, Daisho contributed to the Operating Partnership all of the membership interests in modiv LLC in exchange for the Class M OP Units. As a result of the Self-Management Transaction, BrixInvest, through its subsidiary, Daisho, transferred all of its operating assets, including but not limited to: (i) all personal property used in or necessary for the conduct of BrixInvest’s business; (ii) intellectual property, goodwill, licenses and sublicenses granted and obtained with respect thereto and certain domain names; (iii) all continuing employees and (iv) certain other assets and liabilities, to modiv, LLC and distributed 100% of the ownership interests in Daisho to the members of BrixInvest in the Spin Off. BrixInvest had been engaged in the business of serving as the sponsor platform supporting the operations of the Company, REIT I and, prior to October 28, 2019, BRIX REIT, Inc. ("BRIX REIT"), including serving, directly or indirectly, as advisor and property manager to the Company, REIT I and, until October 28, 2019, BRIX REIT. As a result of the Merger and the Self-Management Transaction, effective December 31, 2019, the Company, its Former Advisor and BrixInvest, which wholly owned the Company's Former Advisor, mutually agreed to terminate the Advisory Agreement, and the Company became self-managed. Accordingly, disclosures with regard to the Advisory Agreement elsewhere in this Annual Report on Form 10-K pertain only to transactions with the Company's Former Advisor through December 31, 2019 . Amendments to Operating Partnership Agreement On December 31, 2019, the Company, the Operating Partnership and NNN LP entered into the Second Amended and Restated Agreement of Limited Partnership (the “Amended OP Agreement”), which amended the Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated August 11, 2017. The amendments included amending the name of the Operating Partnership from “Rich Uncles NNN Operating Partnership, LP” to “RW Holdings NNN REIT Operating Partnership, LP” and providing the terms of the Class M OP Units and Class P OP Units issued in connection with the Self-Management Transaction and further described below. The Class M OP Units are non-voting, non-dividend accruing, and are not able to be transferred or exchanged prior to the one-year anniversary of the completion of the Self-Management Transaction. Following the one-year anniversary of the completion of the Self-Management Transaction, the Class M OP Units are convertible into units of Class C limited partnership interest in the Operating Partnership (“Class C OP Units”) at a conversion ratio of five Class C OP Units for each one Class M OP Unit, subject to a reduction in the conversion ratio (which reduction may vary depending upon the amount of time held) if the exchange occurs prior to the four-year anniversary of the completion of the Self-Management Transaction. The Class M OP Units are eligible for an increase in the conversion ratio (conversion ratio enhancement) if the Company achieves both of the targets for assets under management (“AUM”) and adjusted funds from operations (“AFFO”) in a given year as set forth below: Hurdles AUM AFFO Per Share Class M ($ in billions) ($) Conversion Ratio Initial Conversion Ratio 1:5.00 Fiscal Year 2021 $ 0.860 $ 0.59 1:5.75 Fiscal Year 2022 $ 1.175 $ 0.65 1:7.50 Fiscal Year 2023 $ 1.551 $ 0.70 1:9.00 The Company also issued a portion of the 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 Amended OP 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 five Class C OP Units for each one Class P OP Unit; provided, however, that the foregoing conversion ratio shall be subject to increase on generally the same terms and conditions as the Class M OP Units, as set forth above. The Company issued a total of 56,029 Class P OP Units to Messrs. Halfacre and Pacini, 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 these executives as a portion of their incentive compensation for 2020 in connection with their entry into restrictive covenant agreements. The Company will record the value of these units of approximately $2,200,000 as stock compensation expense, amortized on a straight-line basis through March 31, 2024, the expected vesting date of the units. Under the Amended OP 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. The Company recorded the ownership interest of the Class M OP Units and Class P OP Units as a noncontrolling interest in the Operating Partnership representing a combined total of approximately 13% of equity in the Operating Partnership. Registration Rights Agreement On December 31, 2019, the Company, the Operating Partnership and Daisho entered into a Registration Rights Agreement pursuant to which Daisho (or any successor holder) has the right, after one year from the date of the Self-Management Transaction, to request that the Company register for resale under the Securities Act shares of the Company's Class C common stock issued or issuable to such holder in exchange for the Class C OP Units as described above. Accounting Treatment In accordance with GAAP, the Company accounted for the Self-Management Transaction as an acquisition of a business in accordance with the accounting standards codification guidance for business combinations because the parties to the transaction were not under common control and the acquisition was for an integrated set of activities and assets, consisting of inputs (executives and staff with knowledge and experience) and processes (operating a real estate investment trust and online investor website platform) that contribute to the creation of outputs (real estate transactions, asset management and generation of investors). Therefore, the total consideration transferred was allocated to the acquired net tangible and intangible assets based on their estimated fair values at December 31, 2019. The fair value measurement of the consideration transferred is based on significant inputs not observable in the market and thus represent a Level 3 measurement as discussed in Note 2. The key assumptions used in estimating the fair value of the Class M OP Units and the Class P OP Units included projections for (i) property acquisitions and changes in property values, (ii) new investors, and (iii) follow on investments by existing stockholders. The consideration transferred in the Self-Management Transaction was determined to have a fair value of $50,603,000 based on a probability weighted analysis of achieving the requisite AUM and AFFO hurdles. The Class M OP Units and the 26,318 Class P OP Units issued in connection with the Self-Management Transaction are treated as permanent equity of the Company for accounting purposes because the Class M OP Units and the Class P OP Units are not mandatorily redeemable by the Company. In addition, there is no unconditional obligation to issue a variable number of shares; the Class M OP Units and the Class P OP Units are issued in the form of shares and as such would not represent a financial instrument other than an outstanding share that embodies a conditional obligation and they do not possess the characteristics of freestanding derivatives. Moreover, they are not redeemable for cash or other assets at the option of the holder or upon the occurrence of an event that is not solely within the control of the Company. The Class M OP Units and the Class P OP Units are a single financial instrument, including the conversion ratio enhancement, which cannot be detached and is not separately exercisable. As of December 31, 2019, the Company has substantially completed its process for measuring the fair values of the assets acquired and liabilities assumed based on information available as of the closing date. As required, the Company expects to finalize its preliminary valuation and complete the allocation of the purchase price as soon as practicable, but no later than one year from the closing date of the acquisition. The Company incurred $1,468,913 in costs in connection with the Self-Management Transaction, which are included in the accompanying consolidated statement of operations for the year ended December 31, 2019. Purchase Price Allocation The following table summarizes the allocation of the purchase price to the fair values assigned to the BrixInvest assets acquired and liabilities assumed as of December 31, 2019, the closing date of the Self-Management Transaction. These fair values are based on internal Company and independent external third-party valuations: Fair Values Assigned December 31, Assets: Cash and cash equivalents $ 204,176 Prepaid expenses and other assets 305,212 Operating lease right-of-use asset 2,386,877 Intangible assets 7,700,000 Liabilities: Short-term notes payable (4,800,000 ) Due to affiliates (630,820 ) Bank line of credit (800,000 ) Accounts payable and other liabilities (2,070,968 ) Operating lease liability (2,386,877 ) Net (92,400 ) Add: Cancellation of investment in the Company 107,400 Less: Contribution of Class M OP Units and Class P OP Units 50,603,000 Goodwill $ 50,588,000 As the transaction closed on the final day of the year, such purchase accounting adjustments did not have any impact on the Company's consolidated statement of operations for the year ended December 31, 2019 ( see Unaudited Pro Forma Financial Information Reflecting both the Merger and Self-Management Transaction below ). Goodwill The goodwill recognized is primarily attributable to the Company's ability to be self-managed, the value of the workforce which includes growth opportunities, from both existing and new investment, income streams and the ability to offer new products, the investor platform acquired from BrixInvest and its expected synergies resulting from the Self-Management Transaction and the Merger. Key areas of expected cost synergies include increased purchasing power for acquiring properties, lower financing costs and administrative efficiencies. Goodwill is expected to be mostly non-deductible for tax purposes. As permitted under ASC 805 for business combinations, the Company recorded goodwill because the purchase price of the Self-Management Transaction exceeded the estimated fair value of net identified tangible and intangible assets acquired. Intangible Assets Acquired The allocation of the purchase price to the net assets acquired resulted in the recognition of $7,700,000 of intangible assets as of the closing date. The fair values of the acquired customer lists and developed technology assets, primarily the investor online platform, were determined using the adjusted cost approach, which approximates fair value. The useful lives of the intangible assets were determined based on the period of expected cash flows used to measure the fair value of the intangible assets adjusted as appropriate for entity-specific factors including legal, regulatory, contractual, competitive, economic, and/or other factors that may limit the useful life of the respective intangible asset. The fair values of the intangible assets as of December 31, 2019 , and useful lives are as follows: Intangible Assets Weighted-Average Useful Life Amount Customer list 5.0 years $ 4,800,000 Web services technology, domains and licenses 3.0 years 2,900,000 Total $ 7,700,000 No amortization expense was recorded for the intangible assets resulting from the acquisition of BrixInvest assets for the year ended December 31, 2019 due to the closing date having been on the final day of the fiscal year. Estimated amortization expense for the succeeding fiscal years is as follows: 2020, $1,926,667 ; 2021, $1,926,667 ; 2022, $1,926,666 ; 2023, $960,000 ; and 2024, $960,000 . Prior to the Self-Management Transaction, BrixInvest held 10,740 shares of Class C common stock in the Company, purchased at $10.00 per share. These shares were canceled in connection with the Self-Management Transaction. Unaudited Pro Forma Financial Information Reflecting both the Merger and Self-Management Transaction Unaudited pro forma financial information has been prepared as if the Merger and the Self-Management Transaction had taken place on January 1, 2018 and has been prepared for comparative purposes only. The unaudited pro forma financial information is not necessarily indicative of the results that would have been achieved had the Merger and the Self-Management Transaction actually taken place on January 1, 2018 and the unaudited pro forma financial information does not purport to be indicative of future consolidated results of operations. The unaudited pro forma financial information does not reflect any synergies, operating efficiencies, and/or cost savings that may be realized from the integration of the acquisition. The unaudited pro forma results for the years ended December 31, 2019 and 2018 have been adjusted to include the pro forma impact of amortization of other intangible assets, based on the purchase price allocations and useful lives; include the pro forma impact of the depreciation of buildings and site improvements based on the purchase price allocations and useful lives; include the pro forma impact of additional interest expense relating to the acquisition; and exclude the pro forma impact of transaction costs incurred by the Company directly attributable to the acquisition. The following table presents unaudited pro forma financial information for the years ended December 31, 2019 and 2018: Year ended December 31, 2019 Pro Forma Financial Information (Unaudited) Company REIT I BrixInvest Adjustments Consolidated Revenue $ 24,544,958 $ 13,132,226 $ 7,814,987 $ (5,524,969 ) $ 39,967,202 Net loss $ (4,415,992 ) $ (1,311,153 ) $ (2,719,200 ) $ 2,678,782 $ (5,767,563 ) Loss per share: Basic and diluted $ (0.29 ) $ (0.16 ) $ (3.97 ) $ (0.22 ) Weighted average shares: Basic and diluted 15,036,474 8,340,602 684,268 2,333,090 26,394,434 Year ended December 31, 2018 Pro Forma Financial Information (Unaudited) Company REIT I BrixInvest Adjustments Consolidated Revenue $ 17,984,625 $ 13,166,631 $ 9,715,769 $ (7,556,678 ) $ 33,310,347 Net loss $ (1,801,724 ) $ (896,595 ) $ (48,875 ) $ (4,610,233 ) $ (7,357,427 ) Loss per share: Basic and diluted $ (0.16 ) $ (0.11 ) $ (0.07 ) $ (0.33 ) Weighted average shares: Basic and diluted 11,069,864 8,404,346 684,268 2,333,090 22,491,568 |
REAL ESTATE INVESTMENTS
REAL ESTATE INVESTMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Real Estate [Abstract] | |
Real Estate Investments | REAL ESTATE INVESTMENTS As of December 31, 2019 , the Company’s real estate investment portfolio consisted of (i) 45 operating properties (including 20 operating properties acquired in connection with the Merger on December 31, 2019) located in 14 states consisting of: 20 retail properties, 16 office properties and nine industrial properties, (ii) one parcel of land, which currently serves as an easement to one of the Company’s office properties and (iii) a 72.7% undivided TIC Interest in an office property in Santa Clara, CA, as discussed in Note 5 . The following table provides summary information regarding the Company’s real estate portfolio as of December 31, 2019 : Property Location Acquisition Date Property Type Land, Buildings and Improvements Tenant Origination and Absorption Costs Accumulated Depreciation and Amortization Total Investment in Real Estate Property, Net Accredo Health Orlando, FL 6/15/2016 Office $ 9,855,847 $ 1,053,637 $ (1,754,846 ) $ 9,154,638 Walgreens Stockbridge, GA 6/21/2016 Retail 4,147,948 705,423 (1,175,073 ) 3,678,298 Dollar General Litchfield, ME 11/4/2016 Retail 1,281,812 116,302 (125,762 ) 1,272,352 Dollar General Wilton, ME 11/4/2016 Retail 1,543,776 140,653 (160,948 ) 1,523,481 Dollar General Thompsontown, PA 11/4/2016 Retail 1,199,860 106,730 (120,834 ) 1,185,756 Dollar General Mt. Gilead, OH 11/4/2016 Retail 1,174,188 111,847 (115,853 ) 1,170,182 Dollar General Lakeside, OH 11/4/2016 Retail 1,112,872 100,857 (118,901 ) 1,094,828 Dollar General Castalia, OH 11/4/2016 Retail 1,102,086 86,408 (115,524 ) 1,072,970 Dana Cedar Park, TX 12/27/2016 Industrial 8,392,906 1,210,874 (1,492,171 ) 8,111,609 Northrop Grumman Melbourne, FL 3/7/2017 Office 12,382,991 1,341,199 (2,185,956 ) 11,538,234 exp US Services Maitland, FL 3/27/2017 Office 6,056,668 388,248 (609,311 ) 5,835,605 Harley Bedford, TX 4/13/2017 Retail 13,178,288 — (907,230 ) 12,271,058 Wyndham Summerlin, NV 6/22/2017 Office 10,406,483 669,232 (815,730 ) 10,259,985 Williams Sonoma Summerlin, NV 6/22/2017 Office 8,079,612 550,486 (746,900 ) 7,883,198 Omnicare Richmond, VA 7/20/2017 Industrial 7,262,747 281,442 (587,875 ) 6,956,314 EMCOR Cincinnati, OH 8/29/2017 Office 5,960,610 463,488 (424,764 ) 5,999,334 Husqvarna Charlotte, NC 11/30/2017 Industrial 11,840,200 1,013,948 (756,557 ) 12,097,591 AvAir Chandler, AZ 12/28/2017 Industrial 27,357,900 — (1,417,062 ) 25,940,838 3M DeKalb, IL 3/29/2018 Industrial 14,762,819 2,356,361 (2,231,246 ) 14,887,934 Cummins Nashville, TN 4/4/2018 Office 14,465,491 1,536,998 (1,357,376 ) 14,645,113 Northrop Grumman Parcel Melbourne, FL 6/21/2018 Land 329,410 — — 329,410 24 Hour Fitness Las Vegas, NV 7/27/2018 Retail 11,484,784 1,204,973 (653,647 ) 12,036,110 Texas Health Dallas, TX 9/13/2018 Office 6,976,703 713,221 (384,029 ) 7,305,895 Bon Secours Richmond, VA 10/31/2018 Office 10,042,551 800,356 (526,238 ) 10,316,669 Costco Issaquah, WA 12/20/2018 Retail 27,292,418 2,765,136 (1,352,612 ) 28,704,942 Taylor Fresh Foods Yuma, AZ 10/24/2019 Industrial 34,194,370 2,894,017 (275,349 ) 36,813,038 Chevron Gas Station San Jose, CA 12/31/2019 Retail 4,054,759 145,577 — 4,200,336 Levins Sacramento, CA 12/31/2019 Industrial 4,429,390 221,927 — 4,651,317 Chevron Gas Station Roseville, CA 12/31/2019 Retail 3,648,571 136,415 — 3,784,986 Island Pacific Supermarket Elk Grove, CA 12/31/2019 Retail 2,560,311 197,495 — 2,757,806 Dollar General Bakersfield, CA 12/31/2019 Retail 4,899,714 261,630 — 5,161,344 Rite Aid Lake Elsinore, CA 12/31/2019 Retail 6,842,089 420,441 — 7,262,530 PMI Preclinical San Carlos, CA 12/31/2019 Office 9,672,174 408,225 — 10,080,399 EcoThrift Sacramento, CA 12/31/2019 Retail 5,550,226 273,846 — 5,824,072 GSA (MSHA) Vacaville, CA 12/31/2019 Office 3,112,076 243,307 — 3,355,383 PreK Education San Antonio, TX 12/31/2019 Retail 12,447,287 447,927 — 12,895,214 Dollar Tree Morrow, GA 12/31/2019 Retail 1,320,367 73,298 — 1,393,665 Dinan Cars Morgan Hill, CA 12/31/2019 Industrial 6,252,657 — — 6,252,657 Solar Turbines San Diego, CA 12/31/2019 Office 7,133,241 284,026 — 7,417,267 Wood Group San Diego, CA 12/31/2019 Office 9,731,220 392,955 — 10,124,175 ITW Rippey El Dorado Hills, CA 12/31/2019 Industrial 7,071,143 304,387 — 7,375,530 Dollar General Big Spring, TX 12/31/2019 Retail 1,281,683 76,351 — 1,358,034 Gap Rocklin, CA 12/31/2019 Office 8,378,276 360,377 — 8,738,653 L-3 Communications Carlsbad, CA 12/31/2019 Office 11,631,857 454,035 — 12,085,892 Sutter Health Rancho Cordova, CA 12/31/2019 Office 29,555,055 1,616,610 — 31,171,665 Walgreens Santa Maria, CA 12/31/2019 Retail 5,223,442 335,945 — 5,559,387 $ 396,680,878 $ 27,266,610 $ (20,411,794 ) $ 403,535,694 Acquisitions: Year Ended December 31, 2019 During the year ended December 31, 2019, the Company acquired the following real estate properties: Property Land Buildings and Tenant Above-Market Lease Intangibles Below-Market Lease Intangibles Total REIT I Property Portfolio: Chevron Gas Station $ 3,787,021 $ 267,738 $ 145,577 $ 41,739 $ — $ 4,242,075 Levins 1,404,863 3,024,527 221,927 26,469 — 4,677,786 Chevron Gas Station 2,636,663 1,011,908 136,415 24,432 — 3,809,418 Island Pacific Supermarket 676,981 1,883,330 197,495 — (76,351 ) 2,681,455 Dollar General 1,099,458 3,800,256 261,630 — (41,739 ) 5,119,605 Rite Aid 3,939,724 2,902,365 420,441 186,297 — 7,448,827 PMI Preclinical 4,774,497 4,897,677 408,225 115,036 — 10,195,435 EcoThrift 2,300,717 3,249,509 273,846 — (388,882 ) 5,435,190 GSA (MSHA) 399,062 2,713,014 243,307 — (101,802 ) 3,253,581 PreK San Antonio 963,044 11,484,243 447,927 — (28,504 ) 12,866,710 Dollar Tree 159,829 1,160,538 73,298 10,180 — 1,403,845 Dinan Cars 2,453,420 3,799,237 — — — 6,252,657 Solar Turbines 2,483,960 4,649,281 284,026 — (108,928 ) 7,308,339 Amec Foster 3,461,256 6,269,964 392,955 — — 10,124,175 ITW Rippey 787,945 6,283,198 304,387 — — 7,375,530 Dollar General Big Spring 103,838 1,177,845 76,351 — (127,252 ) 1,230,782 Gap 2,076,754 6,301,522 360,377 — (68,207 ) 8,670,446 L-3 Communications 3,552,878 8,078,979 454,035 — (174,081 ) 11,911,811 Sutter Health 2,443,240 27,111,815 1,616,610 87,549 — 31,259,214 Walgreens 1,832,430 3,391,012 335,945 272,829 — 5,832,216 41,337,580 103,457,958 6,654,774 764,531 (1,115,746 ) 151,099,097 Taylor Fresh Foods 4,312,016 29,882,353 2,894,017 — (11,526,976 ) 25,561,410 $ 45,649,596 $ 133,340,311 $ 9,548,791 $ 764,531 $ (12,642,722 ) $ 176,660,507 Purchase price and other acquisition costs $ 176,660,507 Purchase deposit applied (2,000,000 ) Acquisition fees to affiliate related to Taylor Fresh Foods (Note 9) (741,000 ) Acquisition of real estate before financing $ 173,919,507 Capitalized acquisition fees paid to the Former Advisor for properties acquired during the year ended December 31, 2019 are as follows: Property Amount Taylor Fresh Foods $ 741,000 The Company also paid the Former Advisor capitalized acquisition fees of $5,459 during the year ended December 31, 2019 related to additions to real estate investments. During the year ended December 31, 2019 , the Company recognized $548,362 of total revenue related to the Taylor Fresh foods property. No revenue was recognized related to the 20 properties acquired in the Merger because the transaction closed on December 31, 2019. The noncancellable lease terms of the properties acquired during the year ended December 31, 2019 are as follows: Property Lease Expiration Chevron Gas Station 5/27/2025 Levins 8/20/2023 Chevron Gas Station 9/30/2025 Island Pacific Supermarket 5/31/2025 Dollar General 7/31/2028 Rite Aid 2/25/2028 PMI Preclinical 10/31/2025 EcoThrift 2/28/2026 GSA (MSHA) 8/24/2026 PreK San Antonio 7/31/2021 Dollar Tree 7/31/2025 Dinan Cars 4/30/2023 Solar Turbines 2/28/2021 Amec Foster 7/31/2021 ITW Rippey 8/1/2022 Dollar General Big Spring 4/30/2030 Gap 2/28/2023 L-3 Communications 4/30/2022 Sutter Health 10/31/2025 Walgreens 2/28/2031 Taylor Fresh Foods 9/30/2033 Year Ended December 31, 2018 During the year ended December 31, 2018 , the Company acquired the following real estate properties: Property Land Buildings and Improvements Tenant Origination and Absorption Costs Above-Market Lease Intangibles Below-Market Lease Intangibles Total 3M $ 758,780 $ 14,004,039 $ 2,356,361 $ — $ (1,417,483 ) $ 15,701,697 Cummins 3,347,959 11,117,531 1,536,998 — — 16,002,488 Northrop Grumman Parcel 329,410 — — — — 329,410 24 Hour Fitness 3,121,985 8,331,352 1,204,974 — — 12,658,311 Texas Health 1,827,914 5,148,789 713,221 — — 7,689,924 Bon Secours 1,658,659 8,383,892 800,356 — — 10,842,907 Costco 8,202,915 19,060,717 2,765,136 — — 30,028,768 $ 19,247,622 $ 66,046,320 $ 9,377,046 $ — $ (1,417,483 ) $ 93,253,505 Purchase price and other acquisition costs $ 93,253,505 Acquisition fees to affiliate (2,702,043 ) Acquisition of real estate before financing $ 90,551,462 Capitalized acquisition fees paid to the Former Advisor for properties acquired during the year ended December 31, 2018 are as follows: Property Amount 3M $ 456,000 Cummins 465,000 Northrop Grumman Parcel 9,000 24 Hour Fitness 366,000 Texas Health 222,750 Bon Secours 313,293 Costco 870,000 Total $ 2,702,043 The Company also paid the Former Advisor capitalized acquisition fees of $50,296 during the year ended December 31, 2018 related to additions to real estate investments. During the year ended December 31, 2018 , the Company recognized $3,773,997 of total revenue related to these recently-acquired properties. The noncancellable lease terms of the properties acquired during the year ended December 31, 2018 are as follows: Property Lease Expiration 3M 7/31/2022 Cummins 2/28/2023 24 Hour Fitness 3/31/2030 Texas Health 12/31/2025 Bon Secours 8/31/2026 Costco (1) 7/31/2025 (1) The tenant’s right to cancel the lease on July 31, 2023 was not determined to be probable for financial accounting purposes. Asset Concentration The Company’s portfolio asset concentration as of December 31, 2019 and 2018 was as follows (greater than 10% of total assets): December 31, 2019 December 31, 2018 Property and Location Net Carrying Value Percentage of Total Assets Net Carrying Value Percentage of Total Assets AvAir, Chandler, AZ $ — — $ 27,353,125 17.4% Revenue Concentration The Company’s revenue concentration based on tenants representing greater than 10% of total revenues for the years ended December 31, 2019 and 2018 are as follows: 2019 2018 Property and Location Revenue Percentage of Total Revenue Revenue Percentage of Total Revenue AvAir, Chandler, AZ $ 2,670,159 10.9% $ 2,100,000 19.9% Northrop Grumman, Melbourne, FL $ — — $ 1,162,274 11.0% Operating Leases The Company’s real estate properties are primarily leased to tenants under triple-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 national 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. As of December 31, 2019 , the future minimum contractual rent payments due under the Company’s operating leases, excluding any renewal periods, are as follows: 2020 $ 29,114,325 2021 27,866,428 2022 25,639,567 2023 22,401,061 2024 21,838,412 Thereafter 75,964,673 $ 202,824,466 Intangibles As of December 31, 2019 and 2018 , the Company’s intangible assets were as follows: December 31, 2019 December 31, 2018 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 $ 27,266,610 $ 1,547,646 $ (15,713,975 ) $ 17,717,819 $ 783,115 $ (3,071,253 ) Accumulated amortization (6,005,248 ) (295,912 ) 1,122,616 (3,173,254 ) (198,867 ) 475,871 Net amount $ 21,261,362 $ 1,251,734 $ (14,591,359 ) $ 14,544,565 $ 584,248 $ (2,595,382 ) The intangible assets acquired in connection with these acquisitions have a weighted average amortization period of approximately 9.3 years as of December 31, 2019 . As of December 31, 2019 , amortization of intangible assets over the next five years is expected to be as follows: Tenant Origination and Absorption Costs Above-Market Lease Intangibles Below-Market Lease Intangibles 2020 $ 4,909,081 $ 197,933 $ (1,559,285 ) 2021 4,014,676 179,882 (1,551,783 ) 2022 2,979,198 164,607 (1,158,227 ) 2023 2,102,056 161,957 (182,928 ) 2024 1,897,592 157,327 (168,559 ) Thereafter 5,358,759 390,028 (9,970,577 ) $ 21,261,362 $ 1,251,734 $ (14,591,359 ) Weighted-Average Remaining Amortization Period 7.2 years 7.7 years 12.6 years |
INVESTMENTS IN UNCONSOLIDATED E
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS IN UNCONSOLIDATED ENTITIES | INVESTMENTS IN UNCONSOLIDATED ENTITIES The Company’s investments in unconsolidated entities as of December 31, 2019 and 2018 are as follows: December 31, 2019 2018 The TIC Interest $ 10,388,588 $ 10,749,332 REIT I (1) — 3,526,483 Total $ 10,388,588 $ 14,275,815 (1) REIT I was merged with the Company effective December 31, 2019 ( see Note 3 ). The Company’s income (loss) from investments in unconsolidated entities for the years ended December 31, 2019 and 2018 are as follows: Years Ended December 31, 2019 2018 The TIC Interest $ 296,691 $ 269,191 REIT I (62,643 ) (43,167 ) Total $ 234,048 $ 226,024 The TIC Interest In 2017, the Company, through a wholly-owned subsidiary of the Operating Partnership, acquired the 72.7% TIC Interest. The remaining approximate 27.3% undivided interest in the Santa Clara property is held by Hagg Lane II, LLC (an approximate 23.4% ) and the Hagg Lane III, LLC (an approximate 3.9% ). The manager of Hagg Lane II, LLC and Hagg Lane III, LLC was a board member of the Former Sponsor and became a board member of the Company in December 2019. The Santa Clara 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 Company receives approximately 72.7% of the cash flow distributions and recognizes approximately 72.7% of the results of operations. During the years ended December 31, 2019 and 2018 , the Company received $657,435 and $623,406 in cash distributions, respectively. The following are summarized financial information for the Santa Clara property as of and for the years ended December 31, 2019 and 2018 : December 31, 2019 2018 Assets: Real estate investments, net $ 30,858,240 $ 31,668,300 Cash and cash equivalents 275,760 466,379 Other assets 228,770 117,075 Total assets $ 31,362,770 $ 32,251,754 Liabilities: Mortgage notes payable, net $ 13,746,635 $ 13,994,844 Below-market lease, net 2,953,360 3,103,778 Other liabilities 68,587 61,188 Total liabilities 16,768,582 17,159,810 Total equity 14,594,188 15,091,944 Total liabilities and equity $ 31,362,770 $ 32,251,754 Years Ended December 31, 2019 2018 Total revenue $ 2,705,126 $ 2,678,110 Expenses: Depreciation and amortization 993,564 991,621 Interest expense 574,086 584,059 Other expenses 731,044 730,448 Total expenses 2,298,694 2,306,128 Net income $ 406,432 $ 371,982 REIT I Prior to the merger of REIT I with and into Merger Sub on December 31, 2019 , the Company had an approximate 4.80% ownership interest in REIT I as of December 31, 2018 . The Company recorded its share of loss of REIT I based on REIT I’s results of operations for the years ended December 31, 2019 and 2018 . During the years ended December 31, 2019 and 2018 , the Company received $375,351 and $273,264 in cash distributions, respectively, related to its investment in REIT I. The following are summarized financial information for REIT I as of and for the years ended December 31, 2019 and 2018 : December 31, 2019 2018 Assets: Real estate investments, net $ — $ 125,075,537 Cash and cash equivalents and restricted cash — 3,376,145 Other assets — 3,070,475 Total assets $ — $ 131,522,157 Liabilities: Mortgage notes payable, net $ — $ 61,446,068 Below-market lease, net — 3,105,843 Other liabilities — 3,359,618 Total liabilities — 67,911,529 Redeemable common stock — 163,572 Total shareholders' equity — 63,447,056 Total liabilities, redeemable common stock and shareholders' equity $ — $ 131,522,157 Years Ended December 31, 2019 2018 Total revenue $ 13,132,226 $ 13,166,631 Expenses: Depreciation and amortization 5,787,709 5,783,643 Interest expense 3,425,625 2,813,430 Other expenses 5,342,365 4,603,963 Impairment of real estate investment property — 862,190 Total expenses 14,555,699 14,063,226 Other income: Gain on sale of real estate investment property, net (1,850,845 ) — Loss on debt restructuring 1,964,618 — Total other income 113,773 — Net loss $ (1,309,700 ) $ (896,595 ) |
CONSOLIDATED BALANCE SHEETS DET
CONSOLIDATED BALANCE SHEETS DETAILS | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Details For Certain Consolidation Balance Sheet [Abstract] | |
CONSOLIDATED BALANCE SHEETS DETAILS | CONSOLIDATED BALANCE SHEETS DETAILS Tenant Receivables, Net Tenant receivables consisted of the following: December 31, 2019 2018 Straight-line rent $ 3,541,238 $ 2,231,966 Tenant rent 420,959 312,171 Tenant reimbursements 1,854,883 1,019,355 Tenant other 407,684 95,622 Total $ 6,224,764 $ 3,659,114 Accounts Payable, Accrued and Other Liabilities Accounts payable, accrued and other liabilities were comprised of the following: December 31, 2019 2018 Accounts payable $ 660,111 $ 227,793 Accrued expenses (a) 5,772,164 1,421,197 Accrued dividends 962,615 749,170 Accrued interest payable 1,690,168 445,481 Unearned rent 1,963,896 827,338 Deferred commission payable 1,050 1,650 Lease incentive obligation 505,157 3,492,084 Total $ 11,555,161 $ 7,164,713 (a) Includes accrued merger expenses of $1,570,622 . |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Mortgage Notes Payable As of December 31, 2019 and 2018 , the Company’s mortgage notes payable consisted of the following: Collateral 2019 Principal Balance 2018 Principal Balance Contractual Interest Rate (1) Effective Interest Rate (1) Loan Maturity Accredo Health/Walgreens properties $ 6,853,442 $ 6,996,469 3.95% 3.95% 7/1/2021 Six Dollar General properties 3,819,264 3,885,334 4.69% 4.69% 4/1/2022 Dana property 4,551,250 4,632,398 4.56% 4.56% 4/1/2023 Northrop Grumman property 5,666,866 5,809,367 4.40% 4.40% 3/2/2021 exp US Services property 3,385,353 3,446,493 (3) 4.25% 11/17/2024 Harley property 6,748,029 6,868,254 4.25% 4.25% 9/1/2024 Wyndham property (2) 5,716,200 5,820,600 One-month LIBOR + 2.05% 4.34% 6/5/2027 Williams Sonoma property (2) 4,530,600 4,615,800 One-month LIBOR + 2.05% 4.34% 6/5/2022 Omnicare property 4,273,552 4,349,963 4.36% 4.36% 5/1/2026 EMCOR property 2,862,484 2,911,577 4.35% 4.35% 12/1/2024 Husqvarna property 6,379,182 6,379,182 (4) 4.60% 2/20/2028 AvAir property 14,575,000 14,575,000 (5) 4.84% 3/27/2028 3M property 8,290,000 8,360,000 One-month LIBOR + 2.25% 5.09% 3/29/2023 Cummins property 8,458,600 8,530,000 One-month LIBOR + 2.25% 5.16% 4/4/2023 24 Hour Fitness property (6) 6,283,898 8,900,000 4.64% 4.64% 4/1/2049 Texas Health property (7) 4,400,000 4,842,500 4.00% 4.00% 12/5/2024 Bon Secours property 5,250,000 5,250,000 5.41% 5.41% 9/15/2026 Costco property 18,850,000 18,850,000 4.85% 4.85% 1/1/2030 Taylor Fresh Foods property (8) 12,350,000 — 3.85% 3.85% 11/1/2029 Levins property (8) 2,079,793 — One-month LIBOR + 1.93% 3.74% 1/5/2021 Island Pacific Supermarket property (8) 1,891,225 — One-month LIBOR + 1.93% 3.74% 1/5/2021 Dollar General property (8) 2,324,338 — One-month LIBOR + 1.48% 3.38% 3/5/2021 Rite Aid property (8) 3,659,338 — One-month LIBOR + 1.50% 3.25% 5/5/2021 PMI Preclinical property (8) 4,118,613 — One-month LIBOR + 1.48% 3.38% 3/5/2021 EcoThrift property (8) 2,639,237 — One-month LIBOR + 1.21% 2.96% 7/5/2021 GSA (MSHA) property (8) 1,796,361 — One-month LIBOR + 1.25% 3.00% 8/5/2021 PreK Education property (8) 5,140,343 — 4.25% 4.25% 12/1/2021 Dinan Cars property (8) (10) 2,710,834 — One-month LIBOR + 2.27% 4.02% 1/5/2022 Solar Turbines/Wood Group/ITW Rippey properties (8) 9,434,692 — 3.35% 3.35% 11/1/2026 Dollar General property (8) 611,161 — 4.50% 4.50% 4/1/2022 Gap property (8) 3,643,166 — 4.15% 4.15% 8/1/2023 L-3 Communications property (8) 5,284,884 — 4.69% 4.69% 4/1/2022 Sutter Health property (8) 14,161,776 — 4.50% 4.50% 3/9/2024 Walgreens property (8) 3,000,000 — 7.50% 7.50% 5/6/2020 Total mortgage notes payable 195,739,481 125,022,937 Plus: unamortized mortgage premium, net of discount (9) 489,664 — Less: unamortized deferred financing costs (2,189,938 ) (2,313,629 ) Mortgage notes payable, net $ 194,039,207 $ 122,709,308 (1) Contractual interest rate represents the interest rate in effect under the mortgage note payable as of December 31, 2019 . Effective interest rate is calculated as the actual interest rate in effect as of December 31, 2019 , consisting of the contractual interest rate and the effect of the interest rate swap, if applicable. For further information regarding the Company’s derivative instruments ( see Note 8 ). (2) The notes on each of the Williams Sonoma and Wyndham properties (collectively, the “Property”) located in Summerlin, Nevada were originated by Nevada State Bank (“Bank”). The notes are collateralized by a deed of trust and a security agreement with assignment of rents and fixture filing. In addition, the individual loans are subject to a cross collateralization and cross default agreement whereby any default under, or failure to comply with the terms of any one or both of the notes is an event of default under the terms of both notes. The value of the property must be in an amount sufficient to maintain a loan to value ratio of no more than 60% . If the note to value ratio is ever more than 60% , the borrower shall, upon the Bank’s written demand, reduce the principal balance of the notes so that the note to value ratio is no more than 60% . (3) The initial contractual interest rate is 4.25% and starting November 18, 2022, the interest rate is T-Bill index plus 3.25% . (4) The initial contractual interest rate is 4.60% for the first five years and the greater of 4.60% or five-year Treasury Constant Maturity (“TCM”) plus 2.45% for the second five years. (5) The initial contractual interest rate for the note payable outstanding as of December 31, 2019 is 4.84% for the first five-years and the greater of 4.60% or five-year TCM plus 2.45% for the second five-years. (6) The loan refinancing on March 7, 2019 reduced the principal amount and the interest rate and it extended the maturity. The interest rate for the note payable outstanding as of December 31, 2019 adjusts in the 133rd, 253rd and 313th months. (7) The prior year loan was repaid on the March 13, 2019 maturity date. On December 16, 2019, the Company obtained a mortgage note payable with a new note for $4,400,000 through a nonaffiliated lender. The note is secured by the Texas Health property and it matures on December 5, 2024. (8) The loan was acquired through the Merger on December 31, 2019. (9) Represents unamortized net mortgage premium acquired through the Merger. (10) The Company negotiated a lease termination with Dinan Cars effective January 31, 2020 in exchange for a termination payment of $783,182 . Lease termination proceeds from Dinan Cars were used to reduce the principal balance under this mortgage by $650,000 and establish a payment reserve with the remaining $133,182 . In connection with the principal prepayment, we terminated the related swap agreement on February 4, 2020 at a cost of 47,000 . The following summarizes the face value, carrying amount and fair value of the Company’s mortgage notes payable as of December (Level 3 measurement): 2019 2018 Face Value Carrying Value Fair Value Face Value Carrying Value Fair Value Mortgage notes payable $ 195,739,481 $ 194,039,207 $ 200,535,334 $ 125,022,937 $ 122,709,308 $ 123,821,490 Disclosures of the fair values of financial instruments is 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. Unsecured Credit Facility December 31, 2019 2018 Unsecured Credit Facility $ 7,740,000 $ 9,000,000 Less unamortized deferred financing costs (90,139 ) (2,000 ) $ 7,649,861 $ 8,998,000 On December 19, 2019, the Company, NNN LP, the Operating Partnership, Merger Sub, BrixInvest and modiv, LLC (collectively, the “Borrowers”) entered into a Loan and Security Agreement (the “New Credit Facility”) with Pacific Mercantile Bank ("Lender"). The New Credit Facility supersedes and replaces the Company's prior credit facility. The New Credit Facility is a line of credit for a maximum principal amount of $12,000,000 consisting of two facilities: (1) a purchase contract and other loans facility (the “Purchase Contract and Other Loans Facility”) of up to $10,000,000 and (2) a nonformula loans facility (the “Nonformula Loans Facility”) of up to $2,000,000 . The Purchase Contract and Other Loans Facility matures on October 1, 2020, unless earlier terminated or extended, and the Nonformula Loans Facility matures on October 15, 2020, unless earlier terminated or extended. As of December 31, 2019 and 2018, the unsecured line of credit had an outstanding balance of $7,740,000 and $9,000,000 under the New Credit Facility and the prior credit facility, respectively. During February 2020, the Company drew the remaining $4,260,000 available under the New Credit Facility. The Purchase Contract and Other Loans Facility can be used to fund the Company’s acquisition of single-tenant, income producing commercial, office, industrial or retail real estate property, in an amount of up to 70% of the purchase price of such acquisition, or for general corporate purposes. The Nonformula Loans Facility can be used to fund other business operations of the Company, including working capital. The Company intends to repay amounts outstanding under the New Credit Facility from gross offering proceeds from the sale of shares of the Company’s common stock or mortgage financing on one or more of the properties owned, either directly or indirectly through one or more wholly-owned single member special purposes entities, by the Operating Partnership. Under the terms of the New Credit Facility, the Borrowers pay a variable rate of interest on outstanding amounts equal to one percentage point over the prime rate published in The Wall Street Journal, provided that the interest rate in effect on any one day shall not be less than 5.50% per annum. The interest rate was 5.75% and 6.50% as of December 31, 2019 and 2018 , respectively. The current interest rate is 5.50% , which is the minimum rate. To secure the payment and performance of all obligations under the New Credit Facility, each of modiv, LLC and BrixInvest granted to Lender a security interest in all of their right, title and interest in their accounts, inventory, equipment, deposit accounts, intellectual property, general intangibles, investment property and other property. The New Credit Facility is also secured by a continuing guaranty in the amount of $17,000,000 executed by Raymond E. Wirta, Chairman of the Board of the Company, and a trust belonging to Mr. Wirta (“Wirta Trust”). The New Credit Facility contains customary representations, warranties and covenants, which are substantially similar to those in the prior credit facility. The Company’s ability to borrow under the New Credit Facility will be subject to its ongoing compliance with various affirmative and negative covenants, including with respect to indebtedness, guaranties, mergers and asset sales, liens, dividends, corporate existence and financial reporting obligations. The New Credit Facility also contains customary events of default, including, without limitation, nonpayment of principal, interest, fees or other amounts when due, violation of covenants, breaches of representations or warranties and change of ownership. Upon the occurrence of an event of default, Lender may accelerate the repayment of amounts outstanding under the New Credit Facility, take possession of any collateral securing the Credit Facility and exercise other remedies subject, in certain instances, to the expiration of an applicable cure period. The agreement requires the Company to maintain a minimum debt service coverage ratio of 1.25 to 1.00, measured quarterly. On March 13, 2020, the Company amended the New Credit Facility to extend the maturity date of $4,940,000 of Purchase Contract Loans and $2,000,000 of Other Loans from March 31, 2020 to July 31, 2020, and to extend the maturity date of $3,060,000 of Other Loans from May 4, 2020 to August 31, 2020. As a result of the amendment, a temporary moratorium on new borrowings under the New Credit Facility is in place until October 1, 2020. In addition, entering into the amendment was deemed a “trigger event” under the New Credit Facility and, accordingly, the guaranty, payment and indemnification obligations provided by the Company's Chairman, Mr. Wirta, under the New Credit Facility are now effective; however, if the two loans referenced herein are paid in full in accordance with the amendment, then the trigger event will be deemed cured. The Purchase Contract Loans Facility matures on October 1, 2020, unless earlier terminated or extended, and the Nonformula Loans Facility matures on October 15, 2020, unless earlier terminated or extended. The Company expects to refinance or extend the New Credit Facility prior to the maturity dates. Short-term Notes Payable In connection with the Self-Management Transaction, the Company assumed from BrixInvest its unsecured short-term notes payable (formerly known as “Convertible Promissory Notes”) of $4,800,000 on December 31, 2019. The notes represent private party notes and bear interest at a fixed rate of 8% with all interest and principal due on the maturity date. In accordance with the Omnibus Amendment to the Convertible Promissory Notes signed on September 17, 2019 by BrixInvest and the holders of the notes, the following were the agreed upon amendments to the Convertible Promissory Notes (the "Agreement"), among others: • the maturity date shall be the later of (i) January 6, 2020 or (ii) five business days following the closing of certain transactions as defined in the Agreement; • the notes shall be repaid in an amount equal to (i) the sum of (x) all accrued and unpaid interest due on the note and (y) 1.2 times the original outstanding principal balance on the notes, which aggregated $4,000,000 and $800,000 (the "Maturity Date Extension Consideration"); • each investor who does not make a conversion election, as defined in the Agreement, will be entitled to payment by the Company of a one-time amortization fee equal to 50 basis points of the outstanding principal balance of each respective convertible promissory note on the maturity date; and • the Company shall repay the outstanding principal and all accrued and unpaid interest due on the convertible promissory notes, along with the Maturity Date Extension Consideration and the amortization fee (collectively, the “Total Balance”) in three equal installments to occur as follows: (i) the first payment of one-third of the Total Balance shall be made on the maturity date; (ii) the second payment of one-third of the Total Balance shall be made 30 days following the maturity date; and (iii) the final payment of one-third of the Total Balance shall be made 60 days following the maturity date. Interest shall continue to accrue on the outstanding principal balance until payment is made in full. Except for six notes from one borrower aggregating $1,242,233 which maturity date has been extended to April 30, 2020, all notes have been paid subsequent to December 31, 2019. In exchange for this extension in the maturity date, the Company paid 2% , or $24,845 , as an extension fee and agreed to an increase in the interest rate from 8% to 10% per annum during the extension period. All Debt Agreements Pursuant to the terms of mortgage notes payable on certain of the Company’s properties and the New Credit Facility, the Company and/or the Borrowers are subject to certain financial loan covenants. The Company and/or the Borrowers were in compliance with all terms and conditions of the applicable loan agreements as of December 31, 2019 . The following summarizes the future principal repayments of the Company’s mortgage notes payable, unsecured credit facility and short-term notes payable as of December 31, 2019 : Mortgage Notes Payable New Credit Facility Short-term Notes Payable Total 2020 $ 6,262,287 $ 7,740,000 $ 4,800,000 $ 18,802,287 2021 33,031,199 — — 33,031,199 2022 24,479,249 — — 24,479,249 2023 26,222,084 — — 26,222,084 2024 27,256,880 — — 27,256,880 Thereafter 78,487,782 — — 78,487,782 Total principal 195,739,481 7,740,000 4,800,000 208,279,481 Plus: unamortized mortgage premium, net of discount 489,664 — — 489,664 Less: deferred financing costs, net (2,189,938 ) (90,139 ) — (2,280,077 ) Total $ 194,039,207 $ 7,649,861 $ 4,800,000 $ 206,489,068 Interest Expense The following is a reconciliation of the components of interest expense: Years Ended December 31, 2019 2018 Mortgage notes payable: Interest expense $ 5,698,605 $ 4,065,686 Amortization of deferred financing costs 601,659 897,535 Loss on interest rate swaps (1) 843,174 261,198 Unsecured credit facility: Interest expense 190,130 323,409 Amortization of deferred financing costs 36,542 30,000 Forfeited loan fee 12,500 — Total interest expense $ 7,382,610 $ 5,577,828 (1) Includes unrealized loss on interest rate swaps of $970,210 and $149,714 for years ended December 31, 2019 and 2018 , respectively ( see Note 8 ). Accrued interest payable of $22,282 and $7,649 at December 31, 2019 and 2018 , respectively, represents the unsettled portion of the interest rate swaps for the period from origination of the interest rate swap through the respective balance sheet dates. |
INTEREST RATE SWAP DERIVATIVES
INTEREST RATE SWAP DERIVATIVES | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
INTEREST RATE SWAP DERIVATIVES | INTEREST RATE SWAP DERIVATIVES The Company, through its limited liability company subsidiaries, has entered into interest rate swap agreements with amortizing notational amounts relating to four of its mortgage notes payable. The notional amount is an indication of the extent of the Company’s involvement in each instrument at that time, but does not represent exposure to credit, interest rate or market risks. The Company acquired eight additional derivative instruments for certain mortgage notes payable as a result of the Merger with REIT I effective December 31, 2019. The following table summarizes the notional amount and other information related to the Company’s interest rate swaps as of December 31, 2019 and 2018 . December 31, 2019 December 31, 2018 Derivative Instruments Number of Instruments Notional Amount (i) Reference Rate (ii) Weighted Average Fixed Pay Rate Weighted Average Remaining Term Number of Instruments Notional Amount (i) Reference Rate (iii) Weighted Average Fixed Pay Rate Weighted Average Remaining Term Interest Rate 12 $ 48,215,139 One-month LIBOR + applicable spread/Fixed at 1.21%-5.16% 3.87 % 2.9 years 4 $ 27,346,400 One-month LIBOR + applicable spread/Fixed at 4.05%-5.16% 4.73 % 5.1 years (i) The notional amount of the Company’s swaps decreases each month to correspond to the outstanding principal balance on the related mortgage. The minimum notional amounts (outstanding principal balance at the maturity date) as of December 31, 2019 and 2018 were $45,514,229 and $24,936,799 , respectively. (ii) The reference rate was December 31, 2019 . (iii) The reference rate was December 31, 2018 . The following table sets forth the fair value of the Company’s derivative instruments (Level 2 measurement), as well as their classification in the consolidated balance sheets: December 31, 2019 December 31, 2018 Derivative Instrument Balance Sheet Location Number of Instruments Fair Value Number of Instruments Fair Value Interest Rate Swaps Asset - Interest rate swap derivatives, at fair value (*) 5 $ 34,567 2 $ 151,215 Interest Rate Swaps Liability - Interest rate swap derivatives, at fair value (*) 7 $ (1,021,724 ) 2 $ (300,929 ) (*) The fair value of the five interest rate swap derivative assets and three interest rate derivative liabilities acquired from REIT I were $34,567 and $(51,514) , respectively, as of December 31, 2019. The change in fair value of a derivative instrument that is not designated as a cash flow hedge for financial accounting purposes is recorded as interest expense in the consolidated statements of operations. None of the Company’s derivatives at December 31, 2019 or 2018 were designated as hedging instruments; therefore, the net unrealized losses recognized on interest rate swaps of $970,210 and $149,714 , respectively, were recorded as increases in interest expense for year ended December 31, 2019 and 2018 , respectively ( see Note 7 ). |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
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 by issuing shares of Class C common stock to them. The total amount incurred was $372,500 and $167,835 for the years ended December 31, 2019 and 2018 , respectively, of which $57,500 and $0 was unpaid as of December 31, 2019 and 2018, respectively. In conjunction with the Self-Management Transaction effective December 31, 2019 , the Advisory Agreement was terminated. The Advisory Agreement entitled the Former Advisor to specified fees upon the provision of certain services with regard to investments in real estate and the management of those investments, among other services, and the disposition of investments, as well as entitled the Former Advisor to reimbursement of organizational and offering costs incurred by the Former Advisor or Former Sponsor on behalf of the Company, such as expenses related to the Offerings, and certain costs incurred by the Former Advisor or Former Sponsor in providing services to the Company. In addition, the Former Advisor was entitled to certain other fees, including an incentive fee upon achieving certain performance goals, as detailed in the Advisory Agreement. The Former Sponsor also served as the sponsor for REIT I and BRIX REIT. Effective February 3, 2020, our indirect subsidiary, modiv Advisors, LLC, became the advisor to BRIX REIT. During the years ended December 31, 2019 and 2018 , no business transactions occurred between the Company and REIT I or BRIX REIT, other than as described below or elsewhere herein, and those relating to the Company’s investment in REIT I before the Merger, as described in Note 5. Summarized below are the related party costs incurred by the Company, including those incurred pursuant to the Advisory Agreement before its termination on December 31, 2019, for the years ended December 31, 2019 and 2018 , respectively: Year Ended December 31, 2019 Year Ended December 31, 2018 Incurred Receivable Payable Incurred Receivable Payable Expensed: Asset management fees (1) $ 2,777,021 $ — $ — $ 2,004,760 $ — $ — Reimbursable operating expense 528,000 — — — — — Subordinated participation fees — — — 839,050 — 839,050 Fees to affiliates 3,305,021 — — 2,843,810 — — Property management fees* 224,922 — — 174,529 — 96,792 Directors and officers insurance and other reimbursements ** 250,892 — — 128,512 — 30,164 Expense reimbursements (from) to Former Sponsor (2) (332,337 ) — — (1,136,469 ) 16,838 — Capitalized: Acquisition fees 746,459 — — 2,752,339 — — Financing coordination fees 107,500 — — 262,050 — — Reimbursable organizational and offering expenses (3) 1,206,881 — — 1,503,062 — 13,168 Other: Due from BRIX REIT (4) — 1,378 — — — — Due from TIC — 954 — — — — Notes due to Chairman of the Board — — 630,820 — — — $ 2,332 $ 630,820 $ 16,838 $ 979,174 * Property management fees are classified within property expenses on the consolidated statements of operations. ** Directors and officers insurance and other reimbursements are classified within general and administrative expenses on the consolidated statements of operations. (1) To the extent the Former Advisor elected, in its sole discretion, to defer all or any portion of its monthly asset management fee, the Former Advisor was deemed to have waived, not deferred, that portion up to 0.025% of the total investment value of the Company’s assets. For the years ended December 31, 2019 and 2018 , no fees were waived by the Former Advisor. (2) Includes payroll costs related to Company employees that answer questions from prospective stockholders. See “ Investor Relations Compensation Expense Reimbursements from Former Sponsor ” below. The Former Sponsor agreed to reimburse the Company for these investor relations compensation costs which the Former Sponsor considered to be offering expenses in accordance with the Advisory Agreement through September 30, 2019. The expense reimbursements from the Former Sponsor for the years ended December 31, 2019 and December 31, 2018 also include a refund of $40,914 and the cost of $261,370 of employment related legal fees which the Former Sponsor also agreed to reimburse the Company, respectively. The receivable related to these costs is reflected in “Due from affiliates” in the consolidated balance sheet as of December 31, 2018 . (3) The Former Sponsor incurred $9,224,997 of organizational and offering costs on behalf of the Company. The Company was only obligated to reimburse the Former Sponsor for such organizational and offering expenses to the extent of 3% of gross offering proceeds. The Company reimbursed a total of $5,429,105 through September 30, 2019, the effective termination date of the Former Sponsor's obligation to fund organizational and offering costs. (4) The amount includes unpaid asset management fees of $ 285,818 due from BRIX REIT, which have been fully offset by a reserve for uncollectable amounts due to BRIX REIT's early stage of operation and limited real estate assets. Organizational and Offering Costs The Company was obligated to reimburse the Former Sponsor or its affiliates for organizational and offering expenses (as defined in the Advisory Agreement) paid by the Former Sponsor on behalf of the Company. The Company reimbursed the Former Sponsor for organizational and offering expenses up to 3.0% of gross offering proceeds. Pursuant to an amendment of the Advisory Agreement dated October 14, 2019, the Company agreed to pay all future organization and offering costs, and to no longer be reimbursed by the Former Sponsor for investor relations personnel costs after September 30, 2019, in exchange for the Former Sponsor's agreement to terminate its right to receive 3.0% of all offering proceeds as reimbursement for organization and offering costs paid by the Former Sponsor. The Former Sponsor and its affiliates were responsible for any organizational and offering expenses to the extent they exceeded 3.0% of gross offering proceeds through September 30, 2019. As of December 31, 2019 , the Former Sponsor had incurred organizational and offering expenses in excess of 3.0% of the gross offering proceeds received by the Company. Through September 30, 2019, the Company reimbursed the Former Sponsor $5,429,105 in organizational and offering costs. The Company’s maximum liability for organizational and offering costs through December 31, 2019 was $5,429,105 , of which $0 was payable as of December 31, 2019 . Investor Relations Compensation Expense Reimbursements from Former Sponsor The Company employs investor personnel to answer inquiries from potential investors regarding the Company and/or its Registered Offerings. The payroll expense associated with the investor relations personnel was reimbursed by the Former Sponsor through September 30, 2019. The Former Sponsor considered these payroll costs to be offering expenses. The payroll expense reimbursements from the Former Sponsor for the years ended December 31, 2019 and 2018 were $373,251 and $875,100 , respectively. The reduction in reimbursements during the 2019 period corresponds primarily to the reimbursement being in effect for nine months during 2019 as compared with 12 months during 2018 and a reduced number of investor relations personnel during the first nine months of 2019. Acquisition Fees The Company paid the Former Advisor a fee in an amount equal to 3.0% of the contract purchase price of the Company’s properties plus additions to real estate investments, as defined, as acquisition fees. The total of all acquisition fees and acquisition expenses was reasonable and did not exceed 6.0% of the contract price of the property. However, a majority of the directors (including a majority of the independent directors) not otherwise interested in the transaction had the authority to approve fees in excess of these limits if they determined the transaction to be commercially competitive, fair and reasonable to the Company. Asset Management Fees The Company paid the Former Advisor, as compensation for the advisory services rendered to the Company, a monthly fee in an amount equal to 0.1% of the total investment value, as defined in the Advisory Agreement (the “Asset Management Fee”), as of the end of the preceding month plus the book value of any properties acquired during the month pro-rated based on the number of days owned. The Asset Management Fee was payable monthly on the last business day of such month. The Asset Management Fee, which was required to be reasonable in the determination of the Company’s independent directors at least annually, was to be taken or waived, in whole or in part as to any year, in the sole discretion of the Former Advisor. All or any portion of the Asset Management Fee not paid as to any fiscal year was allowed to be deferred without interest and paid in such other fiscal year as the Former Advisor determined. On August 9, 2019 the board of directors approved renewing the Advisory Agreement through December 31, 2019. At the same time, the board of directors also approved amendments to the Advisory Agreement which eliminated the Subordinated Participation Fee (as defined in the Advisory Agreement). Additionally, to the extent the Former Advisor elected, in its sole discretion, to defer all or any portion of its monthly Asset Management Fee, the Former Advisor was deemed to have waived, not deferred, that portion of its monthly Asset Management Fee that was up to 0.025% of the total investment value of the Company’s assets. The total amount of Asset Management Fees incurred for the years ended December 31, 2019 and 2018 was $2,777,021 and 2,004,760 , respectively, of which $0 was waived. No Asset Management Fees were payable at December 31, 2019 and 2018 . Financing Coordination Fee Other than with respect to any mortgage or other financing related to a property concurrent with its acquisition, if the Former Advisor or an affiliate provided a substantial amount of the services (as determined by a majority of the Company’s independent directors) in connection with the post-acquisition financing or refinancing of any debt that the Company obtained relative to a property, then the Company paid to the Former Advisor or such affiliate a financing coordination fee equal to 1.0% of the amount of such financing. The Company paid and capitalized an aggregate of $107,500 related to two loans during the year ended December 31, 2019 and an aggregate of $262,050 related to three loans during the year ended December 31, 2018 . Property Management Fees If the Former Advisor or any of its affiliates provided a substantial amount of the property management services (as determined by a majority of the Company’s independent directors) for the Company’s properties, then the Company paid the Former Advisor or such affiliate a property management fee equal to 1.5% of gross revenues from the properties managed. The Company also reimbursed the Former Advisor and any of its affiliates for property-level expenses that such tenant paid or incurred to the Company, including salaries, bonuses and benefits of persons employed by the Former Advisor, except for the salaries, bonuses and benefits of persons who also served as one of the Company’s executive officers or as an executive officer of such person. The Former Advisor or its affiliate were entitled to subcontract the performance of its property management duties to third parties and pay all or a portion of its property management fee to the third parties with whom it contracted for these services. The Company provided property management services for 10 properties in its portfolio during each of the years ended December 31, 2019 and 2018 . Disposition Fees For substantial assistance in connection with the sale of properties, the Company was to pay the Former Advisor or one of its affiliates 3.0% of the contract sales price, as defined in the Advisory Agreement, of each property sold; provided, however, that if, in connection with such disposition, commissions were paid to third parties unaffiliated with the Former Advisor or its affiliates, the disposition fees paid to the Former Advisor, the Former Sponsor, their affiliates and unaffiliated third parties could not exceed the lesser of the competitive real estate commission or 6% of the contract sales price. There were no disposition fees incurred during the years ended December 31, 2019 and 2018 . Subordinated Participation Fees The Company paid the Former Advisor or an affiliate a subordinated participation fee calculated as of December 31 of each year through December 31, 2018 and paid (if at all) in the immediately following January. The subordinated participation fee was only due if the Preferred Return, as defined in the Advisory Agreement, was achieved and equal to the sum of (using terms as defined in the Advisory Agreement): (i) 30% of the product of (a) the difference of (x) the Preliminary NAV per share minus (y) the Highest Prior NAV per share, multiplied by (b) the number of shares outstanding as of December 31 of the relevant annual period, but only if this resulted in a positive number, plus (ii) 30% of the product of: (a) the amount by which aggregate distributions to stockholders during the annual period, excluding return of capital distributions, divided by the weighted average number of shares outstanding for the annual period, exceeded the Preferred Return, multiplied by (b) the weighted average number of shares outstanding for the annual period calculated on a monthly basis. The Company calculated a subordinated participation fee of $839,050 which was accrued as of December 31, 2018 and paid in cash during the first quarter of 2019. On August 9, 2019, the Advisory Agreement was amended to eliminate the Subordinated Participation Fee. Leasing Commission Fees If a property or properties of the Company became unleased and the Former Advisor or any of its affiliates provided a substantial amount of the services (as determined by a majority of the Company’s independent directors) in connection with the Company’s leasing of a property or properties to unaffiliated third parties, then the Company paid the Former Advisor or such affiliate leasing commissions equal to 6.0% of the rents due pursuant to such lease for the first ten years of the lease term; provided, however (i) if the term of the lease was less than ten years, such commission percentage applied to the full term of the lease and (ii) any rents due under a renewal of a lease of an existing tenant upon expiration of the initial lease agreement (including any extensions provided for thereunder) accrued a commission of 3.0% in lieu of the aforementioned 6.0% commission. There were no leasing commission fees incurred during the years ended December 31, 2019 and 2018 . Other Operating Expense Reimbursement Under the Company's charter, total operating expenses of the Company were limited to the greater of 2% of average invested assets or 25% of net income for the four most recently completed fiscal quarters (the “ 2% / 25% Limitation”). If the Company exceeded the 2% / 25% Limitation, the Former Advisor was required to reimburse the Company the amount by which the aggregate total operating expenses exceeded the limitation, or the Company was required to obtain a waiver from the Company's conflicts committee. For purposes of determining the 2% / 25% Limitation amount, “average invested assets” means the average monthly book value of the Company’s assets invested directly or indirectly in equity interests and loans secured by real estate during the 12-month period before deducting depreciation, reserves for bad debts or other non-cash reserves. “Total operating expenses” means all expenses paid or incurred by the Company, as determined by GAAP, that are in any way related to the Company’s operation including asset management fees, but excluding (a) the expenses of raising capital such as organization and offering expenses, legal, audit, accounting, underwriting, brokerage, listing, registration and other fees, printing and other such expenses and taxes incurred in connection with the issuance, distribution, transfer, listing and registration of shares of the Company’s common stock; (b) interest payments; (c) taxes; (d) non-cash expenditures such as depreciation, amortization and bad debt reserves; (e) reasonable incentive fees based upon increases in NAV per share; (f) acquisition fees and acquisition expenses (including expenses, relating to potential investments that the Company does not close); and (g) disposition fees on the sale of real property and other expenses connected with the acquisition, disposition and ownership of real estate interests or other property (other than disposition fees on the sale of assets other than real property), including the costs of insurance premiums, legal services, maintenance, repair and improvement of real property. The total reimbursable operating expenses incurred were $528,000 and $0 during the years ended December 31, 2019 and 2018 , respectively. The Company was in compliance with the 2% / 25% Limitation for operating expenses for the four fiscal quarters ended December 31, 2019 and 2018 . Due to Affiliates In connection with the Self-Management Transaction, the Company assumed two notes payable aggregating $630,820 on December 31, 2019 owed to Mr. Wirta, the Company's Chairman. The secured notes payable are presented under due to affiliates in the Company's consolidated balance sheet as of December 31, 2019 . The notes payable have identical terms including a fixed interest rate of 10% paid semi-monthly and a maturity date of April 23, 2020. At maturity, a remaining principal payment of $218,931 is due for each note, aggregating $437,862 . Related Party Transactions with Unconsolidated Entities The Company’s portion of Former Advisor fees paid relating to the TIC Interest for the years ended December 31, 2019 and 2018 was as follows: Years Ended December 31, 2019 2018 Asset management fees $ 191,907 $ 191,907 The acquisition fees were paid pursuant to the Advisory Agreement and were capitalized as a component of the Company’s investment in the TIC Interest. The advisory agreement with the entity that owns the TIC Interest property was assigned to the Company's taxable REIT subsidiary following the Self-Management Transaction and the Company will earn a monthly management fee equal to 0.1% of the total investment value of the property from this entity. The Company’s portion of Former Advisor fees paid relating to REIT I for the years ended December 31, 2019 and 2018 were as follows: Years Ended December 31, 2019 2018 Expensed: Asset management fees $ 34,968 $ 38,903 Other 16,800 32,274 Total $ 51,768 $ 71,177 Acquisition of Intellectual Property From the Former Sponsor and Website Hosting Agreement With BRIX REIT Effective October 28, 2019, the Operating Partnership acquired certain software and related assets of the Former Sponsor in order for the Operating Partnership to develop and operate a new online platform for BRIX REIT. The Operating Partnership entered into a website hosting services agreement with BRIX REIT effective October 28, 2019, pursuant to which the Operating Partnership hosted the online platform at http://www.brix-reit.com for BRIX REIT. In connection with such hosting services, BRIX REIT paid the Operating Partnership service fees equal to the direct cost paid by the Operating Partnership to third parties for services related to the Operating Partnership’s hosting of the online platform, plus the then-current time and materials rates charged by the Operating Partnership for the services of its personnel. The website hosting services agreement had a term of three years following its effective date and would have automatically renewed for successive one-year periods unless either party notified the other of termination on or before 90 days prior to the end of the term, or unless the agreement was terminated earlier due to a material breach by either party of the agreement, either party became insolvent or the Operating Partnership transferred or assigned all of its right, title and interest in the online platform to a third party that was not a direct or indirect subsidiary of the Operating Partnership. Since BRIX REIT paid all of the direct costs of third parties that developed and hosted the BRIX REIT online platform, the Operating Partnership did not receive any fees under the website hosting services agreement. On January 31, 2020, the Company's taxable REIT subsidiary entered into an advisory agreement to provide services to BRIX REIT including website hosting services, and the website hosting services agreement was terminated. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Environmental As an owner of real estate, the Company is subject to various environmental laws of federal, state and local governments. Although there can be no assurance, the Company is not aware of any environmental liability that could have a material adverse effect on its financial condition or results of operations. 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, 2019 and 2018 , the Company has obligations to pay for $98,329 and $3,177,343 , respectively, in site and tenant improvements to be incurred by tenants, including a 72.7% share of the tenant improvements for the Santa Clara property as of December 31, 2019 and 2018 , respectively. As of December 31, 2019 and 2018 , the Company had $92,684 and $3,486,927 , respectively, of restricted cash held to fund the improvements. Operating Lease As a result of the Self-Management Transaction, on December 31, 2019, the Company acquired the operating lease of its Costa Mesa, California office space from BrixInvest. The Company's office space lease has a remaining lease term of approximately four and a half years and no option to renew. Because the rate implicit in the Company's lease was not readily determinable, the Company used an incremental borrowing rate to account for the lease. In determining the Company's incremental borrowing rate for the lease, the Company considered the recent rate on its unsecured borrowings, observable risk-free interest rates and credit spreads correlating to the Company's creditworthiness and the term of the Company's lease agreement. The discount rate used was 5.75% . Maturities of the lease liability as of December 31, 2019 are as follows: December 31, 2019 2020 $ 579,798 2021 554,772 2022 620,444 2023 639,928 2024 322,483 Total undiscounted lease payments 2,717,425 Less imputed interest (330,548 ) Total lease liability $ 2,386,877 Redemption of Common Stock The Company has adopted a share repurchase program that enables qualifying stockholders to sell their stock to the Company in limited circumstances. The maximum amount of common stock that may be repurchased per month is limited to no more than 2% of the Company’s most recently determined aggregate NAV. Repurchases for any calendar quarter will be limited to no more than 5% of its most recently determined aggregate NAV. The foregoing repurchase limitations are based on “net repurchases” during a quarter or month, as applicable. Thus, for any given calendar quarter or month, the maximum amount of repurchases during that quarter or month will be equal to (1) 5% or 2% (as applicable) of the Company’s most recently determined aggregate NAV, plus (2) proceeds from sales of new shares in the Registered Offerings and Class S Offering (including purchases pursuant to its Registered DRP Offering) since the beginning of a current calendar quarter or month, less (3) repurchase proceeds paid since the beginning of the current calendar quarter or month. The Company has the discretion to repurchase fewer shares than have been requested to be repurchased in a particular month or quarter, or to repurchase no shares at all, in the event that it lacks readily available funds to do so due to market conditions beyond the Company’s control, its need to maintain liquidity for its operations or because the Company determines that investing in real property or other illiquid investments is a better use of its capital than repurchasing its shares. In the event that the Company repurchases some but not all of the shares submitted for repurchase in a given period, shares submitted for repurchase during such period will be repurchased on a pro-rata basis. In addition, the Company’s board of directors may amend, suspend or terminate the share repurchase program without stockholder approval upon 10 days’ notice if its directors believe such action is in the Company and its stockholders’ best interests. The Company’s board of directors may also amend, suspend or terminate the share repurchase program due to changes in law or regulation, or if the board of directors becomes aware of undisclosed material information that the Company believes should be publicly disclosed before shares are repurchased. In connection with the Company's entry into the Merger Agreement, the Company's share repurchase program was suspended on September 19, 2019 and was reopened on January 2, 2020. From January 2, 2020 through March 27, 2020, two business days prior to month end, the Company received requests for repurchases of 1,737,191 shares of Class C common stock and 3,309 shares of Class S common stock aggregating $17,820,513 and repurchased 895,216 shares of Class C common stock and no shares of Class S common stock for a total of $9,091,146 through March 31, 2020. Legal Matters From time-to-time, the Company may become party to legal proceedings that arise in the ordinary course of its business. Other than as described below, the Company 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. On September 18, 2019, a lawsuit was filed in the Superior Court of the State of California, County of Los Angeles, against the Former Advisor by “John Doe,” a fictitiously-named individual who was one of the Former Advisor's former employees. The Former Advisor understands that the plaintiff was its former Chief Digital Officer, who along with six other employees was subject to a reduction in force, communicated to all in advance, that was a result of financial constraints of the Former Advisor which necessitated the elimination of numerous job positions in May 2019. In the lawsuit, the former employee claims he was terminated in retaliation for his purported whistleblowing with respect to alleged misleading statements made by the Former Advisor and fraudulently induced arbitration requirements applicable to employees and investors. The complaint seeks to enjoin and rescind the enforcement of the arbitration agreement signed by the former employee and the arbitration requirements related to this complaint. The Company is not a party to the lawsuit. The Former Advisor has denied all the accusations and allegations in the complaint and the Former Advisor intends to vigorously defend against the claims made by the plaintiff. The Company generally does not require collateral or other security from tenants, other than security deposits or letters of credit. However, since concentration of rental revenue from certain tenants exists, the inability of those tenants to make their payments could have an adverse effect on the Company. Impact of Coronavirus Pandemic Due to the current coronavirus pandemic in the United States and globally, the Company's tenants and operating partners, property locations and the economy as a whole are impacted. The magnitude and duration of the coronavirus pandemic and its impact on the Company's tenants, cash flows and future results of operations could be significant and will largely depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the pandemic, the success of actions taken to contain or treat the coronavirus, and reactions by consumers, companies, governmental entities and capital markets. It is likely that the U.S. and global economies are entering into a recession, the severity of which is unpredictable but expected to be significant. The prolonged duration and impact of the coronavirus pandemic could materially disrupt the Company's business operations and impact its financial performance. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS The Company evaluates subsequent events up until the date the consolidated financial statements are issued. Significant subsequent events are described below: Extension of Leases Effective January 6, 2020, the Company modified the terms of the lease for its Walgreens property in Santa Maria, CA, eliminating the tenant's options to terminate the lease in 2022 and 2027, resulting in a new termination date of March 31, 2032, by making an incentive payment to the tenant of $490,000 , which is payable in four equal installments, with the final installment due April 1, 2020. Effective January 16, 2020, the Company extended the lease term of its Accredo Florida property from June 15, 2022 to December 31, 2024, for minimum annual rents increasing annually. The Company paid a leasing commission of $215,713 to tenant’s broker in February 2020 in connection with this extension of the Accredo lease term. Debt Financing On March 2, 2020, the Company borrowed $2,000,000 under a short-term note payable, secured by the Chevron Gas Station in Roseville, CA and $2,000,000 under a short-term note payable secured by the Chevron Gas Station in San Jose, CA. Each note is payable to the Wirta Trust, bears interest at 8% and is due in full including principal and interest on June 2, 2020. Extension of Maturity of Short-term Notes Payable Effective February 28, 2020, the Company modified the terms of six of its short-term notes payable, all with one lender, to extend the maturity date of the final installments aggregating $1,242,233 due on March 9, 2020 to April 30, 2020. The Company paid an extension fee of 2% , or $24,845 , on the outstanding balance as of March 9, 2020 and will pay interest at 10% for the extension period upon maturity. Offering Status As of February 29, 2020, the Company had sold 18,517,936 shares of Class C common stock in the Registered Offerings and Follow-on Offering, for aggregate gross offering proceeds of $186,123,756 , which included 1,673,199 shares of Class C common stock sold under its distribution reinvestment plan, for gross proceeds of $16,893,207 . As of February 29, 2020, the Company had sold 187,295 shares of Class S common stock in the Class S Offering, for aggregate gross offering proceeds of $1,900,868 , which included 2,982 shares of Class S common stock sold under its distribution reinvestment plan for gross proceeds of $30,318 . Distributions On December 26, 2019, the Company’s board of directors declared distributions based on daily record dates for the period January 1, 2020 through January 31, 2020 at rate of $0.00192210 per share per day, or $1,391,612 , on the outstanding shares of the Company's common stock, which the Company paid on February 25, 2020. Of the January 2020 distribution, $830,660 was reinvested through the Company’s DRP. On January 24, 2020, the Company’s board of directors declared distributions based on daily record dates for the period February 1, 2020 through December 31, 2020 at rate of $0.00191257 per share per day, on the outstanding shares of the Company's common stock which will be determined for each month. The Company paid the February 2020 distribution of $1,382,532 on March 25, 2020. Of the February 2020 distribution, $851,331 was reinvested through the Company’s DRP. The Company is scheduled to pay subsequent distributions on April 27, 2020, May 26, 2020, June 25, 2020, July 27, 2020, August 25, 2020, September 25, 2020, October 26, 2020, November 25, 2020, December 28, 2020 and January 25, 2021, respectively. Redeemable Common Stock In connection with the Company's entry into the Merger Agreement, the Company's share repurchase program was suspended on September 19, 2019 and was reopened on January 2, 2020. From January 2, 2020 through March 27, 2020, two business days prior to month end, the Company received requests for repurchases of 1,737,191 shares of Class C common stock and 3,309 shares of Class S common stock aggregating $17,820,513 and repurchased 895,216 shares of Class C common stock and no shares of Class S common stock for a total of $9,091,146 through March 31, 2020. Advisory Contract with BRIX REIT On January 31, 2020, the Company's taxable REIT subsidiary entered into an advisory agreement to provide services to BRIX REIT, an affiliate. Pursuant to the contract, the Company will provide customary advisory services such as oversight for BRIX REIT's offering, investments and management. The Company is entitled to customary fees for asset management, acquisition, financing, property management, disposition, leasing and liquidation. In addition, the Company will act as the sponsor of BRIX REIT and BRIX REIT will reimburse the Company for its organization and offering expenses, not to exceed 3% of the gross proceeds of the offering. Broker-Dealer On January 2, 2020, the Company entered into an agreement with North Capital Private Securities Corporation ("North Capital"), a broker-dealer registered with the U.S. Securities and Exchange Commission and a member of FINRA and SIPC , and North Capital was appointed as the dealer manager for the Company’s Follow-on Offering of its Class C common stock. North Capital receives fees from the Company for its services amounting to $12,000 per month. In addition, the Company has agreed to pay North Capital an additional monthly variable fee equal to 0.60% of the purchase price of each incremental share of Class C common stock sold in the primary portion of the Follow-on Offering (the “Variable Fee”). The Variable Fee does not become payable until the aggregate gross proceeds raised in the primary portion of the Follow-on Offering since the appointment of North Capital equal or exceed $25 million , and the Variable Fee will be reduced to 0.50% of the purchase price of each share of Class C common stock sold in the primary portion of the Follow-on Offering once the aggregate gross offering proceeds raised in the primary portion of the Follow-on Offering since the appointment of North Capital equal or exceed $75 million . The Company also paid to North Capital a monthly retainer of $60,000 for the first three months following the commencement of the Follow-on Offering, for a maximum retainer of $180,000 , in addition to certain costs and expenses. |
Schedule III-Real Estate Assets
Schedule III-Real Estate Assets and Accumulated Depreciation and Amortization [Schedule] | 12 Months Ended |
Dec. 31, 2019 | |
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 | RW HOLDINGS NNN REIT, INC. Schedule III Real Estate Assets and Accumulated Depreciation and Amortization December 31, 2019 Initial Cost to Company Gross Amount at Which Carried at Close of Period Description Location Original Year of Construction Date Acquired Encumbrances Land Buildings & Improvements (1) Total Costs Capitalized Subsequent to Acquisition Land Buildings & Improvements (1) Total Accumulated Depreciation and Amortization Net Accredo Health Orlando, FL 2006 6/15/2016 $ 4,738,338 $ 1,706,641 $ 9,003,859 $ 10,710,500 $ 198,986 $ 1,706,641 $ 9,202,845 $ 10,909,486 $ (1,754,846 ) $ 9,154,640 Walgreens Stockbridge, GA 2001 6/21/2016 2,115,104 1,033,105 3,820,266 4,853,371 — 1,033,105 3,820,266 4,853,371 (1,175,073 ) 3,678,298 Dollar General Litchfield, ME 2015 11/4/2016 634,809 293,912 1,104,202 1,398,114 — 293,912 1,104,202 1,398,114 (125,762 ) 1,272,352 Dollar General Wilton, ME 2015 11/4/2016 640,014 212,036 1,472,393 1,684,429 — 212,036 1,472,393 1,684,429 (160,948 ) 1,523,481 Dollar General Thompsontown, PA 2015 11/4/2016 640,014 217,912 1,088,678 1,306,590 — 217,912 1,088,678 1,306,590 (120,834 ) 1,185,756 Dollar General Mt. Gilead, OH 2015 11/4/2016 634,809 283,578 1,002,457 1,286,035 — 283,578 1,002,457 1,286,035 (115,853 ) 1,170,182 Dollar General Lakeside, OH 2015 11/4/2016 634,809 176,515 1,037,214 1,213,729 — 176,515 1,037,214 1,213,729 (118,901 ) 1,094,828 Dollar General Castalia, OH 2015 11/4/2016 634,809 154,676 1,033,818 1,188,494 — 154,676 1,033,818 1,188,494 (115,524 ) 1,072,970 Dana Cedar Park, TX 2013 12/27/2016 4,551,250 1,290,863 8,312,917 9,603,780 — 1,290,863 8,312,917 9,603,780 (1,492,171 ) 8,111,609 Northrop Grumman Melbourne, FL 1986 3/7/2017 5,666,866 1,191,024 12,533,166 13,724,190 — 1,191,024 12,533,166 13,724,190 (2,185,956 ) 11,538,234 exp US Services Maitland, FL 1985 3/27/2017 3,385,353 785,801 5,522,567 6,308,368 136,547 785,801 5,659,114 6,444,915 (609,311 ) 5,835,604 Harley Bedford, TX 2016 4/13/2017 6,748,029 1,145,196 12,033,092 13,178,288 — 1,145,196 12,033,092 13,178,288 (907,230 ) 12,271,058 Wyndham Summerlin, NV 2001 6/22/2017 5,716,200 4,144,069 5,972,433 10,116,502 959,213 4,144,069 6,931,646 11,075,715 (815,730 ) 10,259,985 Williams-Sonoma Summerlin, NV 1996 6/22/2017 4,530,600 3,546,744 4,028,821 7,575,565 1,054,532 3,546,744 5,083,353 8,630,097 (746,900 ) 7,883,197 Omnicare Richmond, VA 2004 7/20/2017 4,273,552 800,772 6,523,599 7,324,371 219,818 800,772 6,743,417 7,544,189 (587,875 ) 6,956,314 EMCOR Cincinnati, OH 2010 8/29/2017 2,862,484 427,589 5,996,509 6,424,098 — 427,589 5,996,509 6,424,098 (424,764 ) 5,999,334 Husqvarna Charlotte, NC 2010 11/30/2017 6,379,182 974,663 11,879,485 12,854,148 — 974,663 11,879,485 12,854,148 (756,557 ) 12,097,591 AvAir Chandler, AZ 2015 12/28/2017 14,575,000 3,493,673 23,864,227 27,357,900 — 3,493,673 23,864,227 27,357,900 (1,417,062 ) 25,940,838 3M DeKalb, IL 2007 2018-03-29 8,290,000 758,780 16,360,400 17,119,180 — 758,780 16,360,400 17,119,180 (2,231,246 ) 14,887,934 Cummins Nashville, TN 2001 2018-04-04 8,458,600 3,347,960 12,654,529 16,002,489 — 3,347,960 12,654,529 16,002,489 (1,357,376 ) 14,645,113 Northrop Grumman Parcel Melbourne, FL — 2018-06-21 — 329,410 — 329,410 — 329,410 — 329,410 — 329,410 24 Hour Fitness Las Vegas, NV 1995 2018-07-27 6,283,898 3,121,985 9,536,325 12,658,310 31,448 3,121,985 9,567,773 12,689,758 (653,647 ) 12,036,111 Texas Health Dallas, TX 1978 2018-09-13 4,400,000 1,827,914 5,862,010 7,689,924 — 1,827,914 5,862,010 7,689,924 (384,029 ) 7,305,895 Bon Secours Richmond, VA 2001 2018-10-31 5,250,000 1,658,659 9,184,248 10,842,907 — 1,658,659 9,184,248 10,842,907 (526,238 ) 10,316,669 Costco Issaquah, WA 1987 2018-12-20 18,850,000 8,202,915 21,825,853 30,028,768 28,786 8,202,915 21,854,639 30,057,554 (1,352,612 ) 28,704,942 Taylor Fresh Foods Yuma, AZ 2001 2019-10-24 12,350,000 4,312,016 32,776,370 37,088,386 — 4,312,016 32,776,370 37,088,386 (275,349 ) 36,813,037 Chevron Gas Station San Jose, CA 1964 2019-12-31 — 3,787,021 349,180 4,136,201 64,135 3,787,021 413,315 4,200,336 — 4,200,336 Levins Sacramento, CA 1970 2019-12-31 2,079,793 1,404,863 3,204,715 4,609,578 41,739 1,404,863 3,246,454 4,651,317 — 4,651,317 Chevron Gas Station Roseville, CA 2003 2019-12-31 — 2,636,663 899,927 3,536,590 248,396 2,636,663 1,148,323 3,784,986 — 3,784,986 Island Pacific Supermarket Elk Grove, CA 2012 2019-12-31 1,891,225 676,981 1,877,222 2,554,203 203,603 676,981 2,080,825 2,757,806 — 2,757,806 Dollar General Bakersfield, CA 1952 2019-12-31 2,324,338 1,099,458 3,824,688 4,924,146 237,198 1,099,458 4,061,886 5,161,344 — 5,161,344 Rite Aid Lake Elsinore, CA 2008 2019-12-31 3,659,338 3,939,724 3,118,185 7,057,909 204,621 3,939,724 3,322,806 7,262,530 — 7,262,530 PMI Preclinical San Carlos, CA 1974 2019-12-31 4,118,613 4,774,497 5,243,803 10,018,300 62,099 4,774,497 5,305,902 10,080,399 — 10,080,399 EcoThrift Sacramento, CA 1982 2019-12-31 2,639,237 2,300,717 3,103,932 5,404,649 419,423 2,300,717 3,523,355 5,824,072 — 5,824,072 GSA (MSHA) Vacaville, CA 1987 2019-12-31 1,796,361 399,062 2,869,790 3,268,852 86,531 399,062 2,956,321 3,355,383 — 3,355,383 PreK Education San Antonio, TX 2014 2019-12-31 5,140,343 963,044 11,411,964 12,375,008 520,206 963,044 11,932,170 12,895,214 — 12,895,214 Dollar Tree Morrow, GA 1997 2019-12-31 — 159,829 1,020,053 1,179,882 213,783 159,829 1,233,836 1,393,665 — 1,393,665 Dinan Cars Morgan Hill, CA 2001 2019-12-31 2,710,834 2,453,420 3,522,337 5,975,757 276,900 2,453,420 3,799,237 6,252,657 — 6,252,657 Solar Turbines San Diego, CA 1985 2019-12-31 2,843,863 2,483,960 4,722,578 7,206,538 210,729 2,483,960 4,933,307 7,417,267 — 7,417,267 Wood Group San Diego, CA 1985 2019-12-31 3,478,480 3,461,256 6,358,532 9,819,788 304,387 3,461,256 6,662,919 10,124,175 — 10,124,175 ITW Rippey El Dorado Hills, CA 1998 2019-12-31 3,112,349 787,945 6,392,126 7,180,071 195,459 787,945 6,587,585 7,375,530 — 7,375,530 Dollar General Big Spring, TX 2015 2019-12-31 611,161 103,838 1,114,728 1,218,566 139,468 103,838 1,254,196 1,358,034 — 1,358,034 Gap Rocklin, CA 1998 2019-12-31 3,643,166 2,076,754 5,715,144 7,791,898 946,755 2,076,754 6,661,899 8,738,653 — 8,738,653 L-3 Communications Carlsbad, CA 1984 2019-12-31 5,284,884 3,552,878 8,099,339 11,652,217 433,675 3,552,878 8,533,014 12,085,892 — 12,085,892 Sutter Health Rancho Cordova, CA 2009 2019-12-31 14,161,776 2,443,240 26,690,356 29,133,596 2,038,069 2,443,240 28,728,425 31,171,665 — 31,171,665 Walgreens Santa Maria, CA 2001 2019-12-31 3,000,000 1,832,430 3,512,156 5,344,586 214,801 1,832,430 3,726,957 5,559,387 — 5,559,387 $ 195,739,481 $ 86,775,988 $ 327,480,193 $ 414,256,181 $ 9,691,307 $ 86,775,988 $ 337,171,500 $ 423,947,488 $ (20,411,794 ) $ 403,535,694 (1) 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 $232,900,000 (unaudited) as of December 31, 2019 . • 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, 2019 and 2018 : RW Holdings NNN REIT, INC. Schedule III Real Estate Assets and Accumulated Depreciation and Amortization December 31, 2019 and 2018 2019 2018 Real estate investments: Balance at beginning of year $ 235,212,009 $ 138,810,355 Acquisitions 185,446,483 94,670,988 Improvements to real estate 3,288,996 1,730,666 Balance at end of year $ 423,947,488 $ 235,212,009 Accumulated depreciation and amortization: Balance at beginning of year $ (10,563,664 ) $ (3,574,739 ) Depreciation and amortization (9,848,130 ) (6,988,925 ) Balance at end of year $ (20,411,794 ) $ (10,563,664 ) |
SUMMARY OF SIGNIFICANT ACOUNT_2
SUMMARY OF SIGNIFICANT ACOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are 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 consolidated financial statements and accompanying 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. The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. |
Noncontrolling Interest in Consolidated Entities | Noncontrolling Interest in Consolidated Entities The Company accounts for the noncontrolling interest in its Operating Partnership in accordance with the related accounting guidance. Due to the Company's control of the Operating Partnership through its general partnership interest therein and the limited rights of the limited partners, the Operating Partnership, including its wholly-owned subsidiaries, are consolidated with the Company, and the limited partner interests are reflected as a noncontrolling interest in the accompanying consolidated balance sheets. |
Business Combinations | Business Combinations The Company accounts for business combinations in accordance with ASC 805, Business Combinations and applicable Accounting Standard Updates, whereby the total consideration transferred is allocated to the assets acquired and liabilities assumed, including amounts attributable to any non-controlling interests, when applicable, based on their respective estimated fair values as of the date of acquisition. Goodwill represents the excess of consideration transferred over the estimated fair value of the net assets acquired in a business combination. ASC 805 defines business as an integrated set of activities and assets (collectively, a "set") that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly to investors or other owners, members, or participants. To be considered a business, the set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output. ASC 805 provides a practical screen to determine when a set would not be considered a business. If the screen is not met and further assessment determines that the set is not a business, then the set is an asset acquisition. The primary difference between a business combination and an asset acquisition is that an asset acquisition requires cost accumulation and allocation at relative fair value. Acquisition costs are capitalized for an asset acquisition and expensed for a business combination |
Revenue Recognition | Revenue Recognition The Company adopted FASB Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606 ) (“ASU No. 2014-09”) effective January 1, 2018 using the modified retrospective approach, which requires a cumulative effect adjustment as of the Company's date of adoption. The adoption of ASU No. 2014-09 did not result in a cumulative effect adjustment as of January 1, 2018. Based on the Company’s evaluation of contracts within the scope of ASU No. 2014-09, revenue that is impacted by ASU No. 2014-09 included revenue generated by sales of real estate, other operating income and tenant reimbursements for substantial services earned at the Company’s properties. Such revenues are recognized when the services are provided and the performance obligations are satisfied. The Company’s adoption of ASU No. 2014-09 in 2018 did not have a significant impact on its consolidated financial statements. The Company adopted FASB ASU No. 2016-02 “ Leases (Topic 842) ” and the related FASB ASU Nos. 2018-10, 2018-11, 2018-20 and 2019-01 effective January 1, 2019, which provide practical expedients, technical corrections and improvements for certain aspects of ASU 2016-02, on a modified retrospective basis (collectively “Topic 842”). Topic 842 establishes a single comprehensive model for entities to use in accounting for leases and supersedes the existing leasing guidance. Topic 842 applies to all entities that enter into leases. Lessees are required to report assets and liabilities that arise from leases. Lessor accounting has largely remained unchanged; however, certain refinements were made to conform with revenue recognition guidance, specifically related to the allocation and recognition of contract consideration earned from lease and non-lease revenue components. Topic 842 impacts the Company's accounting for leases primarily as a lessor. However, Topic 842 also impacts the Company's accounting as a lessee for an operating lease assumed as a result of the Self-Management Transaction, which was completed on December 31, 2019. 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. Under Topic 842, the lease of space is considered a lease component while the common area maintenance, property taxes and other recoverable costs billings are considered nonlease components, which fall under revenue recognition guidance in Topic 606. However, upon adopting the guidance in Topic 842, the Company determined that its tenant leases met the criteria to apply the practical expedient provided by ASU 2018-11 to recognize the lease and non-lease components together as one single component. This conclusion was based on the consideration that (1) the timing and pattern of transfer of the nonlease components and associated lease component are the same, and (2) the lease component, if accounted for separately, would be classified as an operating lease. As the lease of properties is the predominant component of the Company's leasing arrangements, the Company accounted for all lease and nonlease components as one-single component under Topic 842. As a result, the adoption of Topic 842 did not have any impact on the Company's timing or pattern of recognition of rental revenues as compared to previous guidance. To reflect recognition as one lease component, rental income and tenant reimbursements and other lease related property income that meet the requirements of the practical expedient provided by ASU 2018-11 have been combined under rental income subsequent to the adoption of Topic 842 for the year ended December 31, 2019 in the Company's consolidated statements of operations. The Company also made a conforming reclassification for the prior year’s tenant reimbursements. For the year ended December 31, 2019 and 2018, tenant reimbursements included in rental income amounted to $4,857,794 and $3,258,579 , respectively. Prior to the adoption of Topic 842, lessor costs for certain services directly reimbursed by tenants have already been presented on a gross basis in revenues and expenses in the Company's consolidated statements of operations. The Company recognizes rental income from tenants under operating leases on a straight-line basis over the noncancelable 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, 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. Tenant improvement ownership is determined based on various factors including, but not limited to: • whether the lease stipulates how a tenant improvement allowance may be spent; • whether the amount of a tenant improvement allowance is in excess of market rates; • whether the tenant or landlord retains legal title to the improvements at the end of the lease term; • whether the tenant improvements are unique to the tenant or general-purpose in nature; and • whether the tenant improvements are expected to have any residual value at the end of the lease. Tenant reimbursements of real estate taxes, insurance, repairs and maintenance, and other operating expenses are recognized as revenue in the period the expenses are incurred and presented gross if the Company is the primary obligor and, with respect to purchasing goods and services from third-party suppliers, has discretion in selecting the supplier and bears the associated credit risk. In instances where the operating lease agreement has an early termination option, the termination penalty is based on a predetermined termination fee or based on the unamortized tenant improvements and leasing commissions. 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. |
Bad Debts and Allowances for Tenant and Deferred Rent Receivables | Leasing Costs Upon adoption of Topic 842, the Company elected to apply the package of practical expedients provided and did not reassess the following as of January 1, 2019: (1) whether any expired or existing contracts are leases or contain leases; (2) the lease classification for any expired or existing leases; and (3) initial direct costs for any existing leases. Under Topic 842, initial direct costs for both lessees and lessors would include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. As a result, beginning January 1, 2019, the Company no longer capitalizes internal leasing costs and third-party legal leasing costs and instead charges these costs to expense as incurred. These expenses are included in legal leasing costs under general and administrative expenses in the Company's consolidated statements of operations. During the year ended December 31, 2019 , the Company did not incur any indirect leasing costs which would have been capitalized prior to the adoption of Topic 842. The election of the package of practical expedients described above permits the Company to continue to account for its leases that commenced before January 1, 2019 under the previously existing lease accounting guidance for the remainder of their lease terms, and to apply the new lease accounting guidance to leases entered into or acquired commencing or modified after January 1, 2019 ( see Note 10 ). Bad Debts and Allowances for Tenant and Deferred Rent Receivables Upon the adoption of Topic 842 on January 1, 2019, the Company's determination of the adequacy of its allowances for 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 and deferred rent 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. Prior to the adoption of Topic 842, the Company evaluated the collectability of rents and other receivables on a regular basis based on factors including, among others, payment history, the operations, the asset type and current economic conditions. If the Company's evaluation of these factors indicated it would not recover the full value of the receivable, the Company provided a reserve against the portion of the receivable that it estimated would not be recovered. This analysis required the Company to determine whether there were factors indicating a receivable would not be fully collectable and to estimate the amount of the receivable that would not be collected. In addition, 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 revenue until cash is received or until the tenant is no longer in bankruptcy and has the ability to make rental payments. |
Advertising Costs | Advertising Costs Advertising costs relating to the Offerings were paid by the Former Advisor through September 30, 2019. These amounts were reimbursed to the Former Advisor as organization and offering costs to the extent they did not exceed the 3% limit further discussed in Note 9, and the |
Income Taxes | Income Taxes The Company elected to be taxed as a REIT for U.S. federal income tax purposes under Section 856 through 860 of the Internal Revenue Code of 1986, as amended, beginning with its taxable year ended December 31, 2016. The Company expects to operate in a manner that will allow us 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 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 interest or penalties by any major tax jurisdictions. The Company’s evaluations were performed for the tax years ended December 31, 2019 and 2018 . As of December 31, 2019 , the returns for calendar years 2015, 2016, 2017 and 2018 remain subject to examination by major tax jurisdictions. |
Per Share Data | Per Share Data The Company reports a dual presentation of 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. Diluted EPS is the same as Basic EPS for the years ended December 31, 2019 and 2018 as the Company had a net loss for both years. As of December 31, 2019, there were 657,949.5 Class M OP Units and 56,029 Class P OP Units that are convertible to Class C OP Units (defined below) at a conversion ratio of five Class C OP Units for each one Class M OP Unit or Class P OP Unit, as applicable, after a specified period of time ( see Note 3 ). The holders of Class C OP Units may exchange such Class C OP Units for shares of the Company's Class C common stock on a 1-for-1 basis or cash, at the Company’s sole and absolute discretion. The Class M OP Units and Class P OP Units, and the shares of Class C common stock into which they may ultimately be converted, were excluded from the computation of Diluted EPS because their effect would not be dilutive. There were no other outstanding securities or commitments to issue common stock that would have a dilutive effect for the years then ended. The Company has presented the basic and diluted net loss per share amounts on the accompanying consolidated statements of operations for Class C and Class S share classes as a combined common share class. |
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 exit 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 a combination of market quotes, pricing models, and other 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; restricted cash; tenant receivables; purchase and other deposits; prepaid expenses and other assets; accounts payable, accrued and other liabilities; and due to affiliates: These balances approximate their fair values due to the short maturities of these items. Derivative instruments : The Company’s derivative instruments are presented at fair value on 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. Unsecured credit facility : The fair value of the Company’s unsecured credit facility approximates its carrying value as the interest rates are variable and the balances approximate their fair values due to the short maturities of this facility. 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. |
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. |
Restricted Cash | Restricted Cash Restricted cash is comprised of funds which are restricted for use as required by certain lenders in conjunction with an acquisition or debt financing and for on-site and tenant improvements or property taxes. |
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 2019 and 2018 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 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 noncancelable 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 noncancelable 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 ● Tenant origination and absorption costs, and above-/below-market lease intangibles Remaining lease term |
Impairment of Real Estate and Related Intangible Assets | Impairment of Real Estate and Related Intangible Assets The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of real estate and related intangible assets may not be recoverable. When indicators of potential impairment are present that indicate that the carrying amounts of real estate and related intangible assets may not be recoverable, management assesses whether the carrying value of the assets 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 asset, the Company will record an impairment charge to the extent the carrying value exceeds the estimated fair value of the asset. |
Unconsolidated Investments | Unconsolidated Investments The Company accounts for investments in entities 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 investments are 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. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The Company records goodwill when the purchase price of a business combination exceeds the estimated fair value of net identified tangible and intangible assets acquired. The Company will evaluate goodwill for possible impairment in accordance with ASC 350, Intangibles–Goodwill and Other , on an annual basis, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. When testing goodwill for impairment, the Company may first assess qualitative factors. The qualitative testing analyzes current economic indicators associated with a reporting unit. If an initial qualitative assessment indicates a stable or improved fair value, no further testing is required. If an initial qualitative assessment identifies that it is more likely than not that the fair value of a reporting unit is less than its carrying value, additional quantitative testing is performed. The Company may also elect to skip the qualitative testing and proceed directly to the quantitative testing. If the quantitative testing indicates that goodwill is impaired, an impairment charge is recognized based on the difference between the reporting unit's carrying value and its fair value. The Company primarily utilizes a discounted cash flow methodology to calculate the fair value of its reporting units. Intangible assets consist of purchased customer-related intangible assets, marketing related intangible assets, developed technology and other intangible assets. Intangible assets are amortized over their estimated useful lives using the straight-line method ranging from three to five years . No significant residual value is estimated for intangible assets. The Company will evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future net cash flow the asset is expected to generate. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs represent commitment fees, financing coordination fees paid to the Former Advisor, 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 revolving credit facilities are reclassified to presentation as an asset in periods where there are no outstanding borrowings under the facility. |
Derivative Instruments | Derivative Instruments 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 mortgage notes payable. The Company does not enter into derivatives for speculative purposes. The Company records these derivative instruments at fair value on the accompanying consolidated balance sheet. The Company’s mortgage derivative instruments do not meet the hedge accounting criteria and therefore the changes in the fair value are recorded as gains or losses on derivative instruments in the accompanying statement of operations. The gain or loss is included in interest expense. The Company enters into interest rate swaps as a fixed rate payer to mitigate its exposure to rising interest rates on its variable rate notes payable. 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. |
Related Party Transactions | Related Party Transactions The Company records all related party fees as incurred, subject to certain limitations described in the Company’s Advisory Agreement |
Distributions | Distributions The Company intends, although is not legally obligated, to continue to make regular monthly distributions to holders of its shares at least at the level required to maintain REIT status unless the results of operations, general financial condition, general economic conditions or other factors inhibits the Company from doing so. Distributions are authorized at the discretion of the Company’s board of directors, which is directed, in substantial part, by its obligation to cause the Company to comply with the REIT requirements of the Internal Revenue Code. To the extent declared by the board of directors, distributions are payable on the 25th day of the following month declared. Should the 25th day fall on a weekend, distributions are payable on the first business day thereafter. Prior to January 19, 2018, to the extent distributions were declared by the board of directors, they were payable on the 10th day of the following month declared or on the first business day thereafter. The following presents the U.S. federal income tax characterization of the distributions paid: Years Ended December 31 2019 2018 Ordinary income $ 0.0352 $ 0.0352 Non-taxable distribution 0.6683 0.6683 Total $ 0.7035 $ 0.7035 Distribution Reinvestment Plan The Company has adopted the distribution reinvestment plan (the "DRP") through which common stockholders may elect to reinvest any amount up to the distributions declared on their shares in additional shares of the Company’s common stock in lieu of receiving cash distributions. Participants in the DRP acquire common stock at a price per share equal to the most recently disclosed estimated NAV per share, as determined by the Company’s board of directors. The initial price of the Registered DRP Offering was $10.00 per share used through January 18, 2018.This price adjusts during the course of the Registered DRP Offering on an annual basis to equal the then current NAV per share. Effective January 19, 2018, the Registered DRP Offering price was revised based on the estimated NAV to $10.05 per share (unaudited); effective January 14, 2019, the Registered DRP Offering price was revised based on the estimated NAV to $10.16 per share (unaudited); and effective February 1, 2020, the Registered DRP Offering price was revised based on the estimated NAV to $10.27 per share (unaudited). |
Redeemable Common Stock | Redeemable Common Stock The Company has adopted a share repurchase program that enables qualifying stockholders to sell their stock to the Company in limited circumstances. Shares of the Class C common stock must be held for 90 days after they have been issued to the applicable stockholder before the Company will accept requests for repurchase, except for shares acquired pursuant to the Company’s distribution reinvestment plan or the Company’s automatic investment program if the applicable stockholder has held their initial investment for at least 90 days. The Company may, subject to the conditions and limitations described below, repurchase the shares presented to it for cash to the extent the Company has sufficient funds available to fund such repurchases. In accordance with the Company’s share repurchase program for its Class C common stock, the per share repurchase price depends on the length of time the redeeming stockholder has held such shares as follows: (i) less than one year from the purchase date, 97% of the most recently published NAV per share; (ii) after at least one year but less than two years from the purchase date, 98% of the most recently published NAV per share; (iii) after at least two years but less than three years from the purchase date, 99% of the most recently published NAV per share; and (iv) after three years from the purchase date, 100% of the most recently published NAV per share. The Company’s most recently published NAV, effective as of February 1, 2020, is $10.27 per share (unaudited). Prior to February 1, 2020, repurchases under the share repurchase program of the Company’s Class C common stock were made based on the original Primary Offering price of $10.00 through January 18, 2018; then based on the estimated NAV of $10.05 per share (unaudited) effective January 19, 2018 through January 13, 2019; and then based on the estimated NAV of $10.16 per share (unaudited) effective January 14, 2019 through January 31, 2020, subject to the same discounts for the length of time such shares were held as described above. In accordance with the Company’s share repurchase program for its Class S common stock, shares of Class S common stock are not eligible for repurchase unless they have been held for at least one year. After this holding period has been met, the Company will accept requests for repurchase of Class S shares at the most recently published NAV, which is currently $10.27 per share (unaudited). Stockholders who wish to avail themselves of the share repurchase program must notify the Company by two business days before the end of the month for their shares to be considered for repurchase by the third business day of the following month. The Company records amounts that are redeemable under the share repurchase program as redeemable common stock in its consolidated balance sheets because the shares are redeemable at the option of the holder and therefore their redemption is outside the control of the Company. Therefore, the Company reclassifies such obligations from temporary equity to a liability based upon their respective settlement values. From inception through December 31, 2019 , 2,376,509 shares were repurchased by the Company, which represented all repurchase requests received in good order and eligible for redemption through December 31, 2019 . These shares were repurchased with the proceeds from reinvested distributions and the Registered Offerings based on the NAV price per share at the time of repurchase according to the schedule of discounts below. In connection with the Company's entry into the Merger Agreement, the Company's share repurchase program was suspended on September 19, 2019 and was reopened on January 2, 2020. |
Limitations on Repurchase | Limitations on Repurchase The Company may, but is not required to, use available cash not otherwise dedicated to a particular use to pay the repurchase price, including cash proceeds generated from the dividend reinvestment plan, securities offerings, operating cash flow not intended for distributions, borrowings and capital transactions, such as asset sales or loan refinancings. The Company cannot guarantee that it will have sufficient available cash to accommodate all repurchase requests made in any given month. In addition, the Company may not repurchase shares in an amount that would violate the restrictions on distributions under Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency. Additional limitations on share repurchases under the share repurchase programs are as follows: • Repurchases per month will be limited to no more than 2% of the Company’s most recently determined aggregate NAV, which the Company currently intends to calculate on an annual basis, in the first quarter of each year (and calculated as of December 31 of the immediately preceding year). Repurchases for any calendar quarter will be limited to no more than 5% of the Company’s most recently determined aggregate NAV, which means the Company will be permitted to repurchase shares with a value of up to an aggregate limit of approximately 20% of its aggregate NAV in any 12-month period. • The Company currently intends that the foregoing repurchase limitations will be based on “net repurchases” during a quarter or month, as applicable. The term “net repurchases” means the excess of the Company’s share repurchases (capital outflows) over the proceeds from the sale of its shares (capital inflows) for a given period. Thus, for any given calendar quarter or month, the maximum amount of repurchases during that quarter or month will be equal to (1) 5% or 2% (as applicable) of the Company’s most recently determined aggregate NAV, plus (2) proceeds from sales of new shares in the offering (including purchases pursuant to its dividend reinvestment plan) since the beginning of a current calendar quarter or month, less (3) repurchase proceeds paid since the beginning of the current calendar quarter or month. • While the Company currently intends to calculate the foregoing repurchase limitations on a net basis, the Company’s board of directors may choose whether the 5% quarterly limit will be applied to “gross repurchases,” meaning that amounts paid to repurchase shares would not be netted against capital inflows. If repurchases for a given quarter are measured on a gross basis rather than on a net basis, the 5% quarterly limit could limit the number of shares redeemed in a given quarter despite us receiving a net capital inflow for that quarter. • In order for the Company’s board of directors to change the basis of repurchases from net to gross, or vice versa, the Company will provide notice to its stockholders in a prospectus supplement or current or periodic report filed with the SEC, as well as in a press release or on its website, at least 10 days before the first business day of the quarter for which the new test will apply. The determination to measure repurchases on a gross basis, or vice versa, will only be made for an entire quarter, and not particular months within a quarter. |
Restricted Stock Units and Restricted Stock Unit Awards | Restricted Stock Units and Restricted Stock Unit Awards The fair values of the Operating Partnership's units or restricted stock unit awards issued or granted by the Company are based on the most recent NAV per share of the Company’s common stock on the date of issuance or grant. Operating Partnership units issued as purchase consideration in connection with the Self-Management Transaction discussed in Note 3 are recorded in equity under noncontrolling interest in the Operating Partnership in the Company's consolidated balance sheet and statement of equity as of and for the year ended December 31, 2019. 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 3 ). The Company determines the accounting classification of equity instruments (e.g. restricted stock units) that are issued as purchase consideration or part of the purchase consideration in a business combination, as either liability or equity, by first assessing whether the equity instruments meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity ("ASC 480-10"), and then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock ("ASC 815-40"). Under ASC 480-10, equity instruments are classified as liabilities if the equity instruments are mandatorily redeemable, obligate the issuer to settle the equity instruments or the underlying shares by paying cash or other assets, or must or may require an unconditional obligation that must be settled by issuing a variable number of shares. If equity instruments do not meet liability classification under ASC 480-10, the Company assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the equity instruments do not require liability classification under ASC 815-40, in order to conclude equity classification, the Company assesses whether the equity instruments are indexed to its common stock and whether the equity instruments are classified as equity under ASC 815-40 or other applicable GAAP guidance. After all relevant assessments are made, the Company concludes whether the equity instruments are classified as liability or equity. Liability classified equity instruments are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded in the statements of operations as a gain or loss. Equity classified equity instruments are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date. |
Segments | Segments The Company has invested in single-tenant income-producing properties. The Company’s real estate properties exhibit similar long-term financial performance and have similar economic characteristics to each other and are managed as one unit by a common management team. |
Square Footage, Occupancy and Other Measures | Square Footage, Occupancy and Other Measures Square footage, occupancy and other measures used to describe real estate investments included in the notes to consolidated financial statements are presented on an unaudited basis. |
Reclassifications | Reclassifications Certain reclassifications have been made to the 2018 consolidated financial statements to conform with the 2019 consolidated financial statements presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Accounting Standards Issued and Adopted Effective January 1, 2019, the Company adopted Topic 842. Topic 842 establishes a single comprehensive model for entities to use in accounting for leases and supersedes the existing leasing guidance. Topic 842 applies to all entities that enter into leases. Lessees are required to report assets and liabilities that arise from leases. Lessor accounting has largely remained unchanged; however, certain refinements were made to conform with revenue recognition guidance, specifically related to the allocation and recognition of contract consideration earned from lease and non-lease revenue components. The Company had elected to apply the applicable practical expedients provided by Topic 842. The adoption of Topic 842 did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. Topic 842 impacts the Company's accounting as a lessee for a single operating lease assumed by the Company as a result of the Self-Management Transaction, which was completed on December 31, 2019 (see Note 3) . New Accounting Standards Issued and Not Yet Adopted In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework -Changes to the Disclosure Requirements for Fair Value Measurement ( “ ASU No. 2018-13 ” ). ASU No. 2018-13 removes the requirement to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for the timing of transfers between levels and the valuation processes for Level 3 fair value measurements. It also adds a requirement to disclose changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and to disclose the range and weighted average of significant unobservable inputs used to develop recurring and nonrecurring Level 3 fair value measurements. For certain unobservable inputs, entities may disclose other quantitative information in lieu of the weighted average if the other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop the Level 3 fair value measurement. In addition, public entities are required to provide information about the measurement uncertainty of recurring Level 3 fair value measurements from the use of significant unobservable inputs if those inputs reasonably could have been different at the reporting date. ASU 2018-13 is effective for the Company beginning January 1, 2020. Entities are permitted to early adopt either the entire standard or only the provisions that eliminate or modify the requirements. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted ASU No. 2018-13 in the first quarter of 2020, and such adoption is not expected to have a material impact on the Company's future consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACOUNT_3
SUMMARY OF SIGNIFICANT ACOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Dividends Declared | The following presents the U.S. federal income tax characterization of the distributions paid: Years Ended December 31 2019 2018 Ordinary income $ 0.0352 $ 0.0352 Non-taxable distribution 0.6683 0.6683 Total $ 0.7035 $ 0.7035 |
MERGER AND SELF-MANAGEMENT TR_2
MERGER AND SELF-MANAGEMENT TRANSACTION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Purchase Price Allocation | The following table summarizes the allocation of the purchase price to the fair values assigned to the BrixInvest assets acquired and liabilities assumed as of December 31, 2019, the closing date of the Self-Management Transaction. These fair values are based on internal Company and independent external third-party valuations: Fair Values Assigned December 31, Assets: Cash and cash equivalents $ 204,176 Prepaid expenses and other assets 305,212 Operating lease right-of-use asset 2,386,877 Intangible assets 7,700,000 Liabilities: Short-term notes payable (4,800,000 ) Due to affiliates (630,820 ) Bank line of credit (800,000 ) Accounts payable and other liabilities (2,070,968 ) Operating lease liability (2,386,877 ) Net (92,400 ) Add: Cancellation of investment in the Company 107,400 Less: Contribution of Class M OP Units and Class P OP Units 50,603,000 Goodwill $ 50,588,000 The following table summarizes the allocation of the purchase price to the fair values assigned to the REIT I assets acquired and liabilities assumed as of December 31, 2019, the Merger closing date. These fair values are based on internal Company and independent external third-party valuations: Fair Values Assigned December 31, Assets: Real estate property, including above/below lease intangibles $ 151,099,097 Cash and cash equivalents 1,612,331 Tenant receivable 310,169 Prepaid expenses and other assets 51,924 Liabilities: Mortgage notes payable, net (62,985,425 ) Accounts payable and other liabilities (2,243,156 ) Net 87,844,940 Less: Cancellation of investment in REIT I (Note 5) (3,091,489 ) Capitalized transaction-related costs (3,044,480 ) Net Assets Acquired $ 81,708,971 |
Class M OP Units Conversion | The Class M OP Units are eligible for an increase in the conversion ratio (conversion ratio enhancement) if the Company achieves both of the targets for assets under management (“AUM”) and adjusted funds from operations (“AFFO”) in a given year as set forth below: Hurdles AUM AFFO Per Share Class M ($ in billions) ($) Conversion Ratio Initial Conversion Ratio 1:5.00 Fiscal Year 2021 $ 0.860 $ 0.59 1:5.75 Fiscal Year 2022 $ 1.175 $ 0.65 1:7.50 Fiscal Year 2023 $ 1.551 $ 0.70 1:9.00 |
Unaudited Pro Forma Financial Information | The following table presents unaudited pro forma financial information for the years ended December 31, 2019 and 2018: Year ended December 31, 2019 Pro Forma Financial Information (Unaudited) Company REIT I BrixInvest Adjustments Consolidated Revenue $ 24,544,958 $ 13,132,226 $ 7,814,987 $ (5,524,969 ) $ 39,967,202 Net loss $ (4,415,992 ) $ (1,311,153 ) $ (2,719,200 ) $ 2,678,782 $ (5,767,563 ) Loss per share: Basic and diluted $ (0.29 ) $ (0.16 ) $ (3.97 ) $ (0.22 ) Weighted average shares: Basic and diluted 15,036,474 8,340,602 684,268 2,333,090 26,394,434 Year ended December 31, 2018 Pro Forma Financial Information (Unaudited) Company REIT I BrixInvest Adjustments Consolidated Revenue $ 17,984,625 $ 13,166,631 $ 9,715,769 $ (7,556,678 ) $ 33,310,347 Net loss $ (1,801,724 ) $ (896,595 ) $ (48,875 ) $ (4,610,233 ) $ (7,357,427 ) Loss per share: Basic and diluted $ (0.16 ) $ (0.11 ) $ (0.07 ) $ (0.33 ) Weighted average shares: Basic and diluted 11,069,864 8,404,346 684,268 2,333,090 22,491,568 |
Other Intangible Assets Acquired | The fair values of the intangible assets as of December 31, 2019 , and useful lives are as follows: Intangible Assets Weighted-Average Useful Life Amount Customer list 5.0 years $ 4,800,000 Web services technology, domains and licenses 3.0 years 2,900,000 Total $ 7,700,000 |
REAL ESTATE INVESTMENTS (Tables
REAL ESTATE INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Real Estate [Abstract] | |
Schedule of Real Estate Properties | The following table provides summary information regarding the Company’s real estate portfolio as of December 31, 2019 : Property Location Acquisition Date Property Type Land, Buildings and Improvements Tenant Origination and Absorption Costs Accumulated Depreciation and Amortization Total Investment in Real Estate Property, Net Accredo Health Orlando, FL 6/15/2016 Office $ 9,855,847 $ 1,053,637 $ (1,754,846 ) $ 9,154,638 Walgreens Stockbridge, GA 6/21/2016 Retail 4,147,948 705,423 (1,175,073 ) 3,678,298 Dollar General Litchfield, ME 11/4/2016 Retail 1,281,812 116,302 (125,762 ) 1,272,352 Dollar General Wilton, ME 11/4/2016 Retail 1,543,776 140,653 (160,948 ) 1,523,481 Dollar General Thompsontown, PA 11/4/2016 Retail 1,199,860 106,730 (120,834 ) 1,185,756 Dollar General Mt. Gilead, OH 11/4/2016 Retail 1,174,188 111,847 (115,853 ) 1,170,182 Dollar General Lakeside, OH 11/4/2016 Retail 1,112,872 100,857 (118,901 ) 1,094,828 Dollar General Castalia, OH 11/4/2016 Retail 1,102,086 86,408 (115,524 ) 1,072,970 Dana Cedar Park, TX 12/27/2016 Industrial 8,392,906 1,210,874 (1,492,171 ) 8,111,609 Northrop Grumman Melbourne, FL 3/7/2017 Office 12,382,991 1,341,199 (2,185,956 ) 11,538,234 exp US Services Maitland, FL 3/27/2017 Office 6,056,668 388,248 (609,311 ) 5,835,605 Harley Bedford, TX 4/13/2017 Retail 13,178,288 — (907,230 ) 12,271,058 Wyndham Summerlin, NV 6/22/2017 Office 10,406,483 669,232 (815,730 ) 10,259,985 Williams Sonoma Summerlin, NV 6/22/2017 Office 8,079,612 550,486 (746,900 ) 7,883,198 Omnicare Richmond, VA 7/20/2017 Industrial 7,262,747 281,442 (587,875 ) 6,956,314 EMCOR Cincinnati, OH 8/29/2017 Office 5,960,610 463,488 (424,764 ) 5,999,334 Husqvarna Charlotte, NC 11/30/2017 Industrial 11,840,200 1,013,948 (756,557 ) 12,097,591 AvAir Chandler, AZ 12/28/2017 Industrial 27,357,900 — (1,417,062 ) 25,940,838 3M DeKalb, IL 3/29/2018 Industrial 14,762,819 2,356,361 (2,231,246 ) 14,887,934 Cummins Nashville, TN 4/4/2018 Office 14,465,491 1,536,998 (1,357,376 ) 14,645,113 Northrop Grumman Parcel Melbourne, FL 6/21/2018 Land 329,410 — — 329,410 24 Hour Fitness Las Vegas, NV 7/27/2018 Retail 11,484,784 1,204,973 (653,647 ) 12,036,110 Texas Health Dallas, TX 9/13/2018 Office 6,976,703 713,221 (384,029 ) 7,305,895 Bon Secours Richmond, VA 10/31/2018 Office 10,042,551 800,356 (526,238 ) 10,316,669 Costco Issaquah, WA 12/20/2018 Retail 27,292,418 2,765,136 (1,352,612 ) 28,704,942 Taylor Fresh Foods Yuma, AZ 10/24/2019 Industrial 34,194,370 2,894,017 (275,349 ) 36,813,038 Chevron Gas Station San Jose, CA 12/31/2019 Retail 4,054,759 145,577 — 4,200,336 Levins Sacramento, CA 12/31/2019 Industrial 4,429,390 221,927 — 4,651,317 Chevron Gas Station Roseville, CA 12/31/2019 Retail 3,648,571 136,415 — 3,784,986 Island Pacific Supermarket Elk Grove, CA 12/31/2019 Retail 2,560,311 197,495 — 2,757,806 Dollar General Bakersfield, CA 12/31/2019 Retail 4,899,714 261,630 — 5,161,344 Rite Aid Lake Elsinore, CA 12/31/2019 Retail 6,842,089 420,441 — 7,262,530 PMI Preclinical San Carlos, CA 12/31/2019 Office 9,672,174 408,225 — 10,080,399 EcoThrift Sacramento, CA 12/31/2019 Retail 5,550,226 273,846 — 5,824,072 GSA (MSHA) Vacaville, CA 12/31/2019 Office 3,112,076 243,307 — 3,355,383 PreK Education San Antonio, TX 12/31/2019 Retail 12,447,287 447,927 — 12,895,214 Dollar Tree Morrow, GA 12/31/2019 Retail 1,320,367 73,298 — 1,393,665 Dinan Cars Morgan Hill, CA 12/31/2019 Industrial 6,252,657 — — 6,252,657 Solar Turbines San Diego, CA 12/31/2019 Office 7,133,241 284,026 — 7,417,267 Wood Group San Diego, CA 12/31/2019 Office 9,731,220 392,955 — 10,124,175 ITW Rippey El Dorado Hills, CA 12/31/2019 Industrial 7,071,143 304,387 — 7,375,530 Dollar General Big Spring, TX 12/31/2019 Retail 1,281,683 76,351 — 1,358,034 Gap Rocklin, CA 12/31/2019 Office 8,378,276 360,377 — 8,738,653 L-3 Communications Carlsbad, CA 12/31/2019 Office 11,631,857 454,035 — 12,085,892 Sutter Health Rancho Cordova, CA 12/31/2019 Office 29,555,055 1,616,610 — 31,171,665 Walgreens Santa Maria, CA 12/31/2019 Retail 5,223,442 335,945 — 5,559,387 $ 396,680,878 $ 27,266,610 $ (20,411,794 ) $ 403,535,694 |
Property Acquisitions | During the year ended December 31, 2018 , the Company acquired the following real estate properties: Property Land Buildings and Improvements Tenant Origination and Absorption Costs Above-Market Lease Intangibles Below-Market Lease Intangibles Total 3M $ 758,780 $ 14,004,039 $ 2,356,361 $ — $ (1,417,483 ) $ 15,701,697 Cummins 3,347,959 11,117,531 1,536,998 — — 16,002,488 Northrop Grumman Parcel 329,410 — — — — 329,410 24 Hour Fitness 3,121,985 8,331,352 1,204,974 — — 12,658,311 Texas Health 1,827,914 5,148,789 713,221 — — 7,689,924 Bon Secours 1,658,659 8,383,892 800,356 — — 10,842,907 Costco 8,202,915 19,060,717 2,765,136 — — 30,028,768 $ 19,247,622 $ 66,046,320 $ 9,377,046 $ — $ (1,417,483 ) $ 93,253,505 Property Land Buildings and Tenant Above-Market Lease Intangibles Below-Market Lease Intangibles Total REIT I Property Portfolio: Chevron Gas Station $ 3,787,021 $ 267,738 $ 145,577 $ 41,739 $ — $ 4,242,075 Levins 1,404,863 3,024,527 221,927 26,469 — 4,677,786 Chevron Gas Station 2,636,663 1,011,908 136,415 24,432 — 3,809,418 Island Pacific Supermarket 676,981 1,883,330 197,495 — (76,351 ) 2,681,455 Dollar General 1,099,458 3,800,256 261,630 — (41,739 ) 5,119,605 Rite Aid 3,939,724 2,902,365 420,441 186,297 — 7,448,827 PMI Preclinical 4,774,497 4,897,677 408,225 115,036 — 10,195,435 EcoThrift 2,300,717 3,249,509 273,846 — (388,882 ) 5,435,190 GSA (MSHA) 399,062 2,713,014 243,307 — (101,802 ) 3,253,581 PreK San Antonio 963,044 11,484,243 447,927 — (28,504 ) 12,866,710 Dollar Tree 159,829 1,160,538 73,298 10,180 — 1,403,845 Dinan Cars 2,453,420 3,799,237 — — — 6,252,657 Solar Turbines 2,483,960 4,649,281 284,026 — (108,928 ) 7,308,339 Amec Foster 3,461,256 6,269,964 392,955 — — 10,124,175 ITW Rippey 787,945 6,283,198 304,387 — — 7,375,530 Dollar General Big Spring 103,838 1,177,845 76,351 — (127,252 ) 1,230,782 Gap 2,076,754 6,301,522 360,377 — (68,207 ) 8,670,446 L-3 Communications 3,552,878 8,078,979 454,035 — (174,081 ) 11,911,811 Sutter Health 2,443,240 27,111,815 1,616,610 87,549 — 31,259,214 Walgreens 1,832,430 3,391,012 335,945 272,829 — 5,832,216 41,337,580 103,457,958 6,654,774 764,531 (1,115,746 ) 151,099,097 Taylor Fresh Foods 4,312,016 29,882,353 2,894,017 — (11,526,976 ) 25,561,410 $ 45,649,596 $ 133,340,311 $ 9,548,791 $ 764,531 $ (12,642,722 ) $ 176,660,507 |
Property Purchase Price | Purchase price and other acquisition costs $ 176,660,507 Purchase deposit applied (2,000,000 ) Acquisition fees to affiliate related to Taylor Fresh Foods (Note 9) (741,000 ) Acquisition of real estate before financing $ 173,919,507 Purchase price and other acquisition costs $ 93,253,505 Acquisition fees to affiliate (2,702,043 ) Acquisition of real estate before financing $ 90,551,462 |
Lease Expiration Dates | The noncancellable lease terms of the properties acquired during the year ended December 31, 2019 are as follows: Property Lease Expiration Chevron Gas Station 5/27/2025 Levins 8/20/2023 Chevron Gas Station 9/30/2025 Island Pacific Supermarket 5/31/2025 Dollar General 7/31/2028 Rite Aid 2/25/2028 PMI Preclinical 10/31/2025 EcoThrift 2/28/2026 GSA (MSHA) 8/24/2026 PreK San Antonio 7/31/2021 Dollar Tree 7/31/2025 Dinan Cars 4/30/2023 Solar Turbines 2/28/2021 Amec Foster 7/31/2021 ITW Rippey 8/1/2022 Dollar General Big Spring 4/30/2030 Gap 2/28/2023 L-3 Communications 4/30/2022 Sutter Health 10/31/2025 Walgreens 2/28/2031 Taylor Fresh Foods 9/30/2033 The noncancellable lease terms of the properties acquired during the year ended December 31, 2018 are as follows: Property Lease Expiration 3M 7/31/2022 Cummins 2/28/2023 24 Hour Fitness 3/31/2030 Texas Health 12/31/2025 Bon Secours 8/31/2026 Costco (1) 7/31/2025 (1) The tenant’s right to cancel the lease on July 31, 2023 was not determined to be probable for financial accounting purposes. |
Portfolios Asset Concentration | Asset Concentration The Company’s portfolio asset concentration as of December 31, 2019 and 2018 was as follows (greater than 10% of total assets): December 31, 2019 December 31, 2018 Property and Location Net Carrying Value Percentage of Total Assets Net Carrying Value Percentage of Total Assets AvAir, Chandler, AZ $ — — $ 27,353,125 17.4% Revenue Concentration The Company’s revenue concentration based on tenants representing greater than 10% of total revenues for the years ended December 31, 2019 and 2018 are as follows: 2019 2018 Property and Location Revenue Percentage of Total Revenue Revenue Percentage of Total Revenue AvAir, Chandler, AZ $ 2,670,159 10.9% $ 2,100,000 19.9% Northrop Grumman, Melbourne, FL $ — — $ 1,162,274 11.0% |
Rental Payments for Operating Leases | As of December 31, 2019 , the future minimum contractual rent payments due under the Company’s operating leases, excluding any renewal periods, are as follows: 2020 $ 29,114,325 2021 27,866,428 2022 25,639,567 2023 22,401,061 2024 21,838,412 Thereafter 75,964,673 $ 202,824,466 |
Finite-Lived Intangible Assets | As of December 31, 2019 and 2018 , the Company’s intangible assets were as follows: December 31, 2019 December 31, 2018 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 $ 27,266,610 $ 1,547,646 $ (15,713,975 ) $ 17,717,819 $ 783,115 $ (3,071,253 ) Accumulated amortization (6,005,248 ) (295,912 ) 1,122,616 (3,173,254 ) (198,867 ) 475,871 Net amount $ 21,261,362 $ 1,251,734 $ (14,591,359 ) $ 14,544,565 $ 584,248 $ (2,595,382 ) |
Finite-Lived Intangible Assets, Future Amortization | As of December 31, 2019 , amortization of intangible assets over the next five years is expected to be as follows: Tenant Origination and Absorption Costs Above-Market Lease Intangibles Below-Market Lease Intangibles 2020 $ 4,909,081 $ 197,933 $ (1,559,285 ) 2021 4,014,676 179,882 (1,551,783 ) 2022 2,979,198 164,607 (1,158,227 ) 2023 2,102,056 161,957 (182,928 ) 2024 1,897,592 157,327 (168,559 ) Thereafter 5,358,759 390,028 (9,970,577 ) $ 21,261,362 $ 1,251,734 $ (14,591,359 ) Weighted-Average Remaining Amortization Period 7.2 years 7.7 years 12.6 years |
Schedule Of Capitalized Properties Acquisition | Capitalized acquisition fees paid to the Former Advisor for properties acquired during the year ended December 31, 2019 are as follows: Property Amount Taylor Fresh Foods $ 741,000 Capitalized acquisition fees paid to the Former Advisor for properties acquired during the year ended December 31, 2018 are as follows: Property Amount 3M $ 456,000 Cummins 465,000 Northrop Grumman Parcel 9,000 24 Hour Fitness 366,000 Texas Health 222,750 Bon Secours 313,293 Costco 870,000 Total $ 2,702,043 |
INVESTMENTS IN UNCONSOLIDATED_2
INVESTMENTS IN UNCONSOLIDATED ENTITIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Equity Method Investments | The Company’s investments in unconsolidated entities as of December 31, 2019 and 2018 are as follows: December 31, 2019 2018 The TIC Interest $ 10,388,588 $ 10,749,332 REIT I (1) — 3,526,483 Total $ 10,388,588 $ 14,275,815 (1) REIT I was merged with the Company effective December 31, 2019 ( see Note 3 ). |
Entities Equity In Earnings | The Company’s income (loss) from investments in unconsolidated entities for the years ended December 31, 2019 and 2018 are as follows: Years Ended December 31, 2019 2018 The TIC Interest $ 296,691 $ 269,191 REIT I (62,643 ) (43,167 ) Total $ 234,048 $ 226,024 |
Summarized Financial Information | The following are summarized financial information for REIT I as of and for the years ended December 31, 2019 and 2018 : December 31, 2019 2018 Assets: Real estate investments, net $ — $ 125,075,537 Cash and cash equivalents and restricted cash — 3,376,145 Other assets — 3,070,475 Total assets $ — $ 131,522,157 Liabilities: Mortgage notes payable, net $ — $ 61,446,068 Below-market lease, net — 3,105,843 Other liabilities — 3,359,618 Total liabilities — 67,911,529 Redeemable common stock — 163,572 Total shareholders' equity — 63,447,056 Total liabilities, redeemable common stock and shareholders' equity $ — $ 131,522,157 Years Ended December 31, 2019 2018 Total revenue $ 13,132,226 $ 13,166,631 Expenses: Depreciation and amortization 5,787,709 5,783,643 Interest expense 3,425,625 2,813,430 Other expenses 5,342,365 4,603,963 Impairment of real estate investment property — 862,190 Total expenses 14,555,699 14,063,226 Other income: Gain on sale of real estate investment property, net (1,850,845 ) — Loss on debt restructuring 1,964,618 — Total other income 113,773 — Net loss $ (1,309,700 ) $ (896,595 ) The following are summarized financial information for the Santa Clara property as of and for the years ended December 31, 2019 and 2018 : December 31, 2019 2018 Assets: Real estate investments, net $ 30,858,240 $ 31,668,300 Cash and cash equivalents 275,760 466,379 Other assets 228,770 117,075 Total assets $ 31,362,770 $ 32,251,754 Liabilities: Mortgage notes payable, net $ 13,746,635 $ 13,994,844 Below-market lease, net 2,953,360 3,103,778 Other liabilities 68,587 61,188 Total liabilities 16,768,582 17,159,810 Total equity 14,594,188 15,091,944 Total liabilities and equity $ 31,362,770 $ 32,251,754 Years Ended December 31, 2019 2018 Total revenue $ 2,705,126 $ 2,678,110 Expenses: Depreciation and amortization 993,564 991,621 Interest expense 574,086 584,059 Other expenses 731,044 730,448 Total expenses 2,298,694 2,306,128 Net income $ 406,432 $ 371,982 |
CONSOLIDATED BALANCE SHEETS D_2
CONSOLIDATED BALANCE SHEETS DETAILS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Details For Certain Consolidation Balance Sheet [Abstract] | |
Condensed Balance Sheet | Tenant receivables consisted of the following: December 31, 2019 2018 Straight-line rent $ 3,541,238 $ 2,231,966 Tenant rent 420,959 312,171 Tenant reimbursements 1,854,883 1,019,355 Tenant other 407,684 95,622 Total $ 6,224,764 $ 3,659,114 Accounts Payable, Accrued and Other Liabilities Accounts payable, accrued and other liabilities were comprised of the following: December 31, 2019 2018 Accounts payable $ 660,111 $ 227,793 Accrued expenses (a) 5,772,164 1,421,197 Accrued dividends 962,615 749,170 Accrued interest payable 1,690,168 445,481 Unearned rent 1,963,896 827,338 Deferred commission payable 1,050 1,650 Lease incentive obligation 505,157 3,492,084 Total $ 11,555,161 $ 7,164,713 (a) Includes accrued merger expenses of $1,570,622 . |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Companies Mortgage Notes | As of December 31, 2019 and 2018 , the Company’s mortgage notes payable consisted of the following: Collateral 2019 Principal Balance 2018 Principal Balance Contractual Interest Rate (1) Effective Interest Rate (1) Loan Maturity Accredo Health/Walgreens properties $ 6,853,442 $ 6,996,469 3.95% 3.95% 7/1/2021 Six Dollar General properties 3,819,264 3,885,334 4.69% 4.69% 4/1/2022 Dana property 4,551,250 4,632,398 4.56% 4.56% 4/1/2023 Northrop Grumman property 5,666,866 5,809,367 4.40% 4.40% 3/2/2021 exp US Services property 3,385,353 3,446,493 (3) 4.25% 11/17/2024 Harley property 6,748,029 6,868,254 4.25% 4.25% 9/1/2024 Wyndham property (2) 5,716,200 5,820,600 One-month LIBOR + 2.05% 4.34% 6/5/2027 Williams Sonoma property (2) 4,530,600 4,615,800 One-month LIBOR + 2.05% 4.34% 6/5/2022 Omnicare property 4,273,552 4,349,963 4.36% 4.36% 5/1/2026 EMCOR property 2,862,484 2,911,577 4.35% 4.35% 12/1/2024 Husqvarna property 6,379,182 6,379,182 (4) 4.60% 2/20/2028 AvAir property 14,575,000 14,575,000 (5) 4.84% 3/27/2028 3M property 8,290,000 8,360,000 One-month LIBOR + 2.25% 5.09% 3/29/2023 Cummins property 8,458,600 8,530,000 One-month LIBOR + 2.25% 5.16% 4/4/2023 24 Hour Fitness property (6) 6,283,898 8,900,000 4.64% 4.64% 4/1/2049 Texas Health property (7) 4,400,000 4,842,500 4.00% 4.00% 12/5/2024 Bon Secours property 5,250,000 5,250,000 5.41% 5.41% 9/15/2026 Costco property 18,850,000 18,850,000 4.85% 4.85% 1/1/2030 Taylor Fresh Foods property (8) 12,350,000 — 3.85% 3.85% 11/1/2029 Levins property (8) 2,079,793 — One-month LIBOR + 1.93% 3.74% 1/5/2021 Island Pacific Supermarket property (8) 1,891,225 — One-month LIBOR + 1.93% 3.74% 1/5/2021 Dollar General property (8) 2,324,338 — One-month LIBOR + 1.48% 3.38% 3/5/2021 Rite Aid property (8) 3,659,338 — One-month LIBOR + 1.50% 3.25% 5/5/2021 PMI Preclinical property (8) 4,118,613 — One-month LIBOR + 1.48% 3.38% 3/5/2021 EcoThrift property (8) 2,639,237 — One-month LIBOR + 1.21% 2.96% 7/5/2021 GSA (MSHA) property (8) 1,796,361 — One-month LIBOR + 1.25% 3.00% 8/5/2021 PreK Education property (8) 5,140,343 — 4.25% 4.25% 12/1/2021 Dinan Cars property (8) (10) 2,710,834 — One-month LIBOR + 2.27% 4.02% 1/5/2022 Solar Turbines/Wood Group/ITW Rippey properties (8) 9,434,692 — 3.35% 3.35% 11/1/2026 Dollar General property (8) 611,161 — 4.50% 4.50% 4/1/2022 Gap property (8) 3,643,166 — 4.15% 4.15% 8/1/2023 L-3 Communications property (8) 5,284,884 — 4.69% 4.69% 4/1/2022 Sutter Health property (8) 14,161,776 — 4.50% 4.50% 3/9/2024 Walgreens property (8) 3,000,000 — 7.50% 7.50% 5/6/2020 Total mortgage notes payable 195,739,481 125,022,937 Plus: unamortized mortgage premium, net of discount (9) 489,664 — Less: unamortized deferred financing costs (2,189,938 ) (2,313,629 ) Mortgage notes payable, net $ 194,039,207 $ 122,709,308 (1) Contractual interest rate represents the interest rate in effect under the mortgage note payable as of December 31, 2019 . Effective interest rate is calculated as the actual interest rate in effect as of December 31, 2019 , consisting of the contractual interest rate and the effect of the interest rate swap, if applicable. For further information regarding the Company’s derivative instruments ( see Note 8 ). (2) The notes on each of the Williams Sonoma and Wyndham properties (collectively, the “Property”) located in Summerlin, Nevada were originated by Nevada State Bank (“Bank”). The notes are collateralized by a deed of trust and a security agreement with assignment of rents and fixture filing. In addition, the individual loans are subject to a cross collateralization and cross default agreement whereby any default under, or failure to comply with the terms of any one or both of the notes is an event of default under the terms of both notes. The value of the property must be in an amount sufficient to maintain a loan to value ratio of no more than 60% . If the note to value ratio is ever more than 60% , the borrower shall, upon the Bank’s written demand, reduce the principal balance of the notes so that the note to value ratio is no more than 60% . (3) The initial contractual interest rate is 4.25% and starting November 18, 2022, the interest rate is T-Bill index plus 3.25% . (4) The initial contractual interest rate is 4.60% for the first five years and the greater of 4.60% or five-year Treasury Constant Maturity (“TCM”) plus 2.45% for the second five years. (5) The initial contractual interest rate for the note payable outstanding as of December 31, 2019 is 4.84% for the first five-years and the greater of 4.60% or five-year TCM plus 2.45% for the second five-years. (6) The loan refinancing on March 7, 2019 reduced the principal amount and the interest rate and it extended the maturity. The interest rate for the note payable outstanding as of December 31, 2019 adjusts in the 133rd, 253rd and 313th months. (7) The prior year loan was repaid on the March 13, 2019 maturity date. On December 16, 2019, the Company obtained a mortgage note payable with a new note for $4,400,000 through a nonaffiliated lender. The note is secured by the Texas Health property and it matures on December 5, 2024. (8) The loan was acquired through the Merger on December 31, 2019. (9) Represents unamortized net mortgage premium acquired through the Merger. (10) The Company negotiated a lease termination with Dinan Cars effective January 31, 2020 in exchange for a termination payment of $783,182 . Lease termination proceeds from Dinan Cars were used to reduce the principal balance under this mortgage by $650,000 and establish a payment reserve with the remaining $133,182 . In connection with the principal prepayment, we terminated the related swap agreement on February 4, 2020 at a cost of 47,000 . |
Mortgage Notes Payable | The following summarizes the face value, carrying amount and fair value of the Company’s mortgage notes payable as of December (Level 3 measurement): 2019 2018 Face Value Carrying Value Fair Value Face Value Carrying Value Fair Value Mortgage notes payable $ 195,739,481 $ 194,039,207 $ 200,535,334 $ 125,022,937 $ 122,709,308 $ 123,821,490 |
Schedule of Credit Facilities | Unsecured Credit Facility December 31, 2019 2018 Unsecured Credit Facility $ 7,740,000 $ 9,000,000 Less unamortized deferred financing costs (90,139 ) (2,000 ) $ 7,649,861 $ 8,998,000 |
Future principal repayments | The following summarizes the future principal repayments of the Company’s mortgage notes payable, unsecured credit facility and short-term notes payable as of December 31, 2019 : Mortgage Notes Payable New Credit Facility Short-term Notes Payable Total 2020 $ 6,262,287 $ 7,740,000 $ 4,800,000 $ 18,802,287 2021 33,031,199 — — 33,031,199 2022 24,479,249 — — 24,479,249 2023 26,222,084 — — 26,222,084 2024 27,256,880 — — 27,256,880 Thereafter 78,487,782 — — 78,487,782 Total principal 195,739,481 7,740,000 4,800,000 208,279,481 Plus: unamortized mortgage premium, net of discount 489,664 — — 489,664 Less: deferred financing costs, net (2,189,938 ) (90,139 ) — (2,280,077 ) Total $ 194,039,207 $ 7,649,861 $ 4,800,000 $ 206,489,068 |
Interest Expenses Reconciliation | The following is a reconciliation of the components of interest expense: Years Ended December 31, 2019 2018 Mortgage notes payable: Interest expense $ 5,698,605 $ 4,065,686 Amortization of deferred financing costs 601,659 897,535 Loss on interest rate swaps (1) 843,174 261,198 Unsecured credit facility: Interest expense 190,130 323,409 Amortization of deferred financing costs 36,542 30,000 Forfeited loan fee 12,500 — Total interest expense $ 7,382,610 $ 5,577,828 (1) Includes unrealized loss on interest rate swaps of $970,210 and $149,714 for years ended December 31, 2019 and 2018 , respectively ( see Note 8 ). Accrued interest payable of $22,282 and $7,649 at December 31, 2019 and 2018 , respectively, represents the unsettled portion of the interest rate swaps for the period from origination of the interest rate swap through the respective balance sheet dates |
INTEREST RATE SWAP DERIVATIVES
INTEREST RATE SWAP DERIVATIVES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Notional Amounts of Derivative Instruments | The following table summarizes the notional amount and other information related to the Company’s interest rate swaps as of December 31, 2019 and 2018 . December 31, 2019 December 31, 2018 Derivative Instruments Number of Instruments Notional Amount (i) Reference Rate (ii) Weighted Average Fixed Pay Rate Weighted Average Remaining Term Number of Instruments Notional Amount (i) Reference Rate (iii) Weighted Average Fixed Pay Rate Weighted Average Remaining Term Interest Rate 12 $ 48,215,139 One-month LIBOR + applicable spread/Fixed at 1.21%-5.16% 3.87 % 2.9 years 4 $ 27,346,400 One-month LIBOR + applicable spread/Fixed at 4.05%-5.16% 4.73 % 5.1 years (i) The notional amount of the Company’s swaps decreases each month to correspond to the outstanding principal balance on the related mortgage. The minimum notional amounts (outstanding principal balance at the maturity date) as of December 31, 2019 and 2018 were $45,514,229 and $24,936,799 , respectively. (ii) The reference rate was December 31, 2019 . (iii) The reference rate was December 31, 2018 . |
Fair Value of Derivative Instruments | The following table sets forth the fair value of the Company’s derivative instruments (Level 2 measurement), as well as their classification in the consolidated balance sheets: December 31, 2019 December 31, 2018 Derivative Instrument Balance Sheet Location Number of Instruments Fair Value Number of Instruments Fair Value Interest Rate Swaps Asset - Interest rate swap derivatives, at fair value (*) 5 $ 34,567 2 $ 151,215 Interest Rate Swaps Liability - Interest rate swap derivatives, at fair value (*) 7 $ (1,021,724 ) 2 $ (300,929 ) (*) The fair value of the five interest rate swap derivative assets and three interest rate derivative liabilities acquired from REIT I were $34,567 and $(51,514) , respectively, as of December 31, 2019. |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Costs | The Company’s portion of Former Advisor fees paid relating to the TIC Interest for the years ended December 31, 2019 and 2018 was as follows: Years Ended December 31, 2019 2018 Asset management fees $ 191,907 $ 191,907 e 5. Summarized below are the related party costs incurred by the Company, including those incurred pursuant to the Advisory Agreement before its termination on December 31, 2019, for the years ended December 31, 2019 and 2018 , respectively: Year Ended December 31, 2019 Year Ended December 31, 2018 Incurred Receivable Payable Incurred Receivable Payable Expensed: Asset management fees (1) $ 2,777,021 $ — $ — $ 2,004,760 $ — $ — Reimbursable operating expense 528,000 — — — — — Subordinated participation fees — — — 839,050 — 839,050 Fees to affiliates 3,305,021 — — 2,843,810 — — Property management fees* 224,922 — — 174,529 — 96,792 Directors and officers insurance and other reimbursements ** 250,892 — — 128,512 — 30,164 Expense reimbursements (from) to Former Sponsor (2) (332,337 ) — — (1,136,469 ) 16,838 — Capitalized: Acquisition fees 746,459 — — 2,752,339 — — Financing coordination fees 107,500 — — 262,050 — — Reimbursable organizational and offering expenses (3) 1,206,881 — — 1,503,062 — 13,168 Other: Due from BRIX REIT (4) — 1,378 — — — — Due from TIC — 954 — — — — Notes due to Chairman of the Board — — 630,820 — — — $ 2,332 $ 630,820 $ 16,838 $ 979,174 * Property management fees are classified within property expenses on the consolidated statements of operations. ** Directors and officers insurance and other reimbursements are classified within general and administrative expenses on the consolidated statements of operations. (1) To the extent the Former Advisor elected, in its sole discretion, to defer all or any portion of its monthly asset management fee, the Former Advisor was deemed to have waived, not deferred, that portion up to 0.025% of the total investment value of the Company’s assets. For the years ended December 31, 2019 and 2018 , no fees were waived by the Former Advisor. (2) Includes payroll costs related to Company employees that answer questions from prospective stockholders. See “ Investor Relations Compensation Expense Reimbursements from Former Sponsor ” below. The Former Sponsor agreed to reimburse the Company for these investor relations compensation costs which the Former Sponsor considered to be offering expenses in accordance with the Advisory Agreement through September 30, 2019. The expense reimbursements from the Former Sponsor for the years ended December 31, 2019 and December 31, 2018 also include a refund of $40,914 and the cost of $261,370 of employment related legal fees which the Former Sponsor also agreed to reimburse the Company, respectively. The receivable related to these costs is reflected in “Due from affiliates” in the consolidated balance sheet as of December 31, 2018 . (3) The Former Sponsor incurred $9,224,997 of organizational and offering costs on behalf of the Company. The Company was only obligated to reimburse the Former Sponsor for such organizational and offering expenses to the extent of 3% of gross offering proceeds. The Company reimbursed a total of $5,429,105 through September 30, 2019, the effective termination date of the Former Sponsor's obligation to fund organizational and offering costs. (4) The amount includes unpaid asset management fees of $ 285,818 due from BRIX REIT, which have been fully offset by a reserve for uncollectable amounts due to BRIX REIT's early stage of operation and limited real estate assets. The Company’s portion of Former Advisor fees paid relating to REIT I for the years ended December 31, 2019 and 2018 were as follows: Years Ended December 31, 2019 2018 Expensed: Asset management fees $ 34,968 $ 38,903 Other 16,800 32,274 Total $ 51,768 $ 71,177 |
COMMITMENTS AND CONTINGENCIES C
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Maturities of Operating Lease Liability | Maturities of the lease liability as of December 31, 2019 are as follows: December 31, 2019 2020 $ 579,798 2021 554,772 2022 620,444 2023 639,928 2024 322,483 Total undiscounted lease payments 2,717,425 Less imputed interest (330,548 ) Total lease liability $ 2,386,877 |
BUSINESS AND ORGANIZATION (Deta
BUSINESS AND ORGANIZATION (Details) | Aug. 11, 2017shares | Dec. 31, 2015shares | Jun. 24, 2015$ / sharesshares | Jul. 20, 2016shares | Dec. 31, 2015shares | Dec. 31, 2019USD ($)property$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Feb. 01, 2020$ / shares | Jan. 31, 2020$ / shares | Dec. 23, 2019USD ($) | Jan. 14, 2019$ / shares | Jan. 19, 2018$ / shares | Jul. 15, 2015USD ($) |
Business And Organization [Line Items] | |||||||||||||
Issued common stock (in shares) | 450,000,000 | ||||||||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | |||||||||||
Preferred stock (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
Issuance of common stock in offerings | $ | $ 40,908,373 | $ 50,101,989 | |||||||||||
Number of real estate properties | property | 45 | ||||||||||||
REIT I | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Number of real estate properties acquired | property | 20 | ||||||||||||
Tenant-in-common | Real Estate Investment | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Ownership (as a percent) | 72.70% | ||||||||||||
Common Class S | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Common stock (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |||||||||||
Issuance of common stock in offering (in shares) | 100,000,000 | 186,606 | |||||||||||
Net asset value (in usd per share) | $ / shares | $ 10.16 | $ 10.05 | |||||||||||
Common Class C | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Common stock (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | |||||||||||
Common stock subscriptions | $ | $ 800,000,000 | ||||||||||||
Common Class C | REIT I | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Issuance of common stock in merger (in shares) | 8,042,221.6 | ||||||||||||
Common Class C | Minimum | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Issuance of common stock in offering (in shares) | 500 | ||||||||||||
Distribution Reinvestment Plan | Common Class C | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Common stock subscriptions | $ | 75,000,000 | ||||||||||||
Primary Offering | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Common stock subscriptions | $ | $ 90,000,000 | ||||||||||||
Follow-on Offering | Common Class C | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Common stock subscriptions | $ | $ 725,000,000 | ||||||||||||
Registered Offering | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Common stock subscriptions | $ | $ 10,000,000 | ||||||||||||
Registered Offering | Common Class S | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Issuance of common stock in offering (in shares) | 2,293 | ||||||||||||
Issuance of common stock in offerings | $ | $ 1,893,827 | ||||||||||||
Registered Offering | Common Class C | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Issuance of common stock in offering (in shares) | 17,887,949 | ||||||||||||
Issuance of common stock in offerings | $ | $ 179,698,905 | ||||||||||||
Registered Offering | Distribution Reinvestment Plan | Common Class C | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Issuance of common stock in offering (in shares) | 1,527,839 | ||||||||||||
Sponsor | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Issuance of common stock in offering (in shares) | 10,000 | 10,000 | |||||||||||
Shares issued (in usd per share) | $ / shares | $ 10 | ||||||||||||
Sponsor | Common Class C | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Issuance of common stock in offering (in shares) | 20,000 | 10,740 | |||||||||||
Subsequent Event | Common Class S | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Net asset value (in usd per share) | $ / shares | $ 10.27 | $ 10.16 | |||||||||||
Retail | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Number of real estate properties | property | 20 | ||||||||||||
Retail | REIT I | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Number of real estate properties acquired | property | 11 | ||||||||||||
Office | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Number of real estate properties | property | 16 | ||||||||||||
Office | REIT I | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Number of real estate properties acquired | property | 6 | ||||||||||||
Industrial Property | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Number of real estate properties | property | 9 | ||||||||||||
Industrial Property | REIT I | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Number of real estate properties acquired | property | 3 | ||||||||||||
Land | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Number of real estate properties | property | 1 | ||||||||||||
BrixInvest | Class M OP Units | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Other ownership interests, units issued (in shares) | 657,949.5 | ||||||||||||
Operating Partnership | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Ownership interest (as a percent) | 99.00% | ||||||||||||
Remaining ownership interest ( as a percent) | 1.00% | ||||||||||||
Daisho OP Holdings, LLC | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Ownership interest (as a percent) | 87.00% | ||||||||||||
BrixInvest | |||||||||||||
Business And Organization [Line Items] | |||||||||||||
Ownership interest (as a percent) | 12.00% |
SUMMARY OF SIGNIFICANT ACOUNT_4
SUMMARY OF SIGNIFICANT ACOUNTING POLICIES - Dividends Declared (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Ordinary income (In USD Per Share) | $ 0.0352 | $ 0.0352 |
Non-taxable distribution (In USD Per Share) | 0.6683 | 0.6683 |
Total (in usd per share) | $ 0.7035 | $ 0.7035 |
SUMMARY OF SIGNIFICANT ACOUNT_5
SUMMARY OF SIGNIFICANT ACOUNTING POLICIES (Details) | Jan. 31, 2020$ / shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2019USD ($)Segments$ / sharesshares | Dec. 31, 2018USD ($)Segments$ / sharesshares | Mar. 27, 2020shares | Feb. 01, 2020$ / shares | Jan. 14, 2019$ / shares | Jan. 19, 2018$ / shares | Jan. 18, 2018$ / shares |
Accounting Policies [Line Items] | ||||||||||
Rental income from tenant reimbursements | $ | $ 4,857,794 | $ 3,258,579 | ||||||||
Advertising expense | $ | $ 0 | $ 0 | $ 0 | |||||||
Potentially dilutive securities outstanding (in shares) | shares | 0 | |||||||||
Dividends (in usd per share) | $ 0.7035 | $ 0.7035 | ||||||||
Restricted cash | $ | $ 113,362 | $ 3,503,242 | $ 113,362 | $ 3,503,242 | ||||||
Tenant reimbursements | $ | $ 98,329 | $ 3,535,163 | ||||||||
Percentage of share in property owned | 72.70% | 72.70% | ||||||||
Share price (in usd per share) | $ 10 | |||||||||
Stock repurchase program, shares authorized (in shares) | shares | 2,376,509 | 2,376,509 | ||||||||
Impairment charges for real estate investments | $ | $ 0 | $ 0 | ||||||||
Number of reportable segments | Segments | 1 | 1 | ||||||||
Class M OP Units | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Conversion ratio | 0.2 | |||||||||
Class P OP Units | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Other ownership interests, units issued (in shares) | shares | 56,029 | 56,029 | ||||||||
Conversion ratio | 0.2 | |||||||||
Common Class C | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Earnings (loss) per share (in usd per share) | $ (0.29) | $ (0.16) | ||||||||
Dividends (in usd per share) | $ 0.7035 | 0.7035 | ||||||||
Share price (in usd per share) | $ 10 | |||||||||
Conversion ratio | 1 | |||||||||
Common Class S | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Earnings (loss) per share (in usd per share) | $ (0.27) | $ (0.32) | ||||||||
Dividends (in usd per share) | $ 0.7035 | $ 0.7035 | ||||||||
Net asset value (in usd per share) | $ 10.16 | $ 10.05 | ||||||||
Less Than One Year | Common Class S | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Stock redemption price (as a percent) | 97.00% | |||||||||
Less Than Two Year | Common Class S | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Stock redemption price (as a percent) | 98.00% | |||||||||
Later than Two Year but Less than Three Year | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Stock redemption price (as a percent) | 99.00% | |||||||||
Later than Three years | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Stock redemption price (as a percent) | 100.00% | |||||||||
Minimum | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Intangible assets, estimated useful lives | 3 years | |||||||||
Maximum | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Intangible assets, estimated useful lives | 5 years | |||||||||
Shares authorized to be repurchased per month (as a percent) | 2.00% | |||||||||
Shares authorized to be repurchased per quarter (as a percent) | 5.00% | |||||||||
Shares authorized to be repurchased per year (as a percent) | 20.00% | |||||||||
Building | Minimum | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Estimated useful lives (in years) | 10 years | |||||||||
Building | Maximum | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Estimated useful lives (in years) | 48 years | |||||||||
Site Improvement | Maximum | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Estimated useful lives (in years) | 15 years | |||||||||
Tenant Improvement | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Estimated useful lives (in years) | 15 years | |||||||||
Tenant Improvement | Maximum | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Estimated useful lives (in years) | 15 years | |||||||||
Impounded Property Tax | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Restricted cash to fund property tax | $ | $ 20,678 | $ 16,315 | $ 20,678 | $ 16,315 | ||||||
Subsequent Event | Common Class C | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Stock repurchase program, shares authorized (in shares) | shares | 1,737,191 | |||||||||
Subsequent Event | Common Class S | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Net asset value (in usd per share) | $ 10.16 | $ 10.27 | ||||||||
Stock repurchase program, shares authorized (in shares) | shares | 3,309 | |||||||||
Subsequent Event | Maximum | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Gross offering proceeds, percentage | 3.00% | |||||||||
Lease Agreements | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Restricted cash | $ | $ 92,684 | $ 3,486,927 | $ 92,684 | $ 3,486,927 | ||||||
BrixInvest | Class M OP Units | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Other ownership interests, units issued (in shares) | shares | 657,949.5 | 657,949.5 | ||||||||
BrixInvest | Class P OP Units | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Other ownership interests, units issued (in shares) | shares | 26,318 | 26,318 | ||||||||
Sponsor | Reimbursable organizational and offering expenses | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Gross offering proceeds, percentage | 3.00% | 3.00% |
MERGER AND SELF-MANAGEMENT TR_3
MERGER AND SELF-MANAGEMENT TRANSACTION Additional Information (Details) | Dec. 31, 2015shares | Jun. 24, 2015$ / sharesshares | Dec. 31, 2015shares | Dec. 31, 2019USD ($)propertyshares | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | |||||
Self-management transaction expense | $ 1,468,913 | $ 0 | |||
Contingent consideration, conversion ratio | 0.14 | ||||
Class M OP Units | |||||
Business Acquisition [Line Items] | |||||
Conversion ratio | 0.2 | ||||
Class P OP Units | |||||
Business Acquisition [Line Items] | |||||
Other ownership interests, units issued (in shares) | shares | 56,029 | ||||
Stock compensation expense | $ 2,200,000 | ||||
Conversion ratio | 0.2 | ||||
BrixInvest | |||||
Business Acquisition [Line Items] | |||||
Self-management transaction expense | $ 1,468,913 | ||||
Fair value of consideration transferred | 50,603,000 | ||||
Intangible assets | 7,700,000 | ||||
2020 | 1,926,667 | ||||
2021 | 1,926,667 | ||||
2022 | 1,926,666 | ||||
2023 | 960,000 | ||||
2024 | $ 960,000 | ||||
BrixInvest | Class M OP Units | |||||
Business Acquisition [Line Items] | |||||
Other ownership interests, units issued (in shares) | shares | 657,949.5 | ||||
BrixInvest | Class P OP Units | |||||
Business Acquisition [Line Items] | |||||
Other ownership interests, units issued (in shares) | shares | 26,318 | ||||
Daisho OP Holdings, LLC | BrixInvest | |||||
Business Acquisition [Line Items] | |||||
Ownership interests distributed | 100.00% | ||||
Operating Partnership | Class M OP Units and Class P OP Units | |||||
Business Acquisition [Line Items] | |||||
Noncontrolling interest (as a percent) | 13.00% | ||||
REIT I | |||||
Business Acquisition [Line Items] | |||||
Number of real estate properties acquired | property | 20 | ||||
Number of real estate properties, subject to California law | property | 17 | ||||
Percentage of assets acquired by value, subject to California law | 93.00% | ||||
Contingent consideration paid | $ 0 | ||||
Acquisition-related transaction costs | $ 3,044,480 | ||||
Common Class C | |||||
Business Acquisition [Line Items] | |||||
Conversion ratio | 1 | ||||
Common Class C | REIT I | |||||
Business Acquisition [Line Items] | |||||
Issuance of common stock in merger (in shares) | shares | 8,042,221.6 | ||||
Messrs. Halfacre and Pacini | Class P OP Units | |||||
Business Acquisition [Line Items] | |||||
Other ownership interests, units issued (in shares) | shares | 29,711 | ||||
Sponsor | |||||
Business Acquisition [Line Items] | |||||
Issuance of common stock in offering (in shares) | shares | 10,000 | 10,000 | |||
Shares issued (in usd per share) | $ / shares | $ 10 | ||||
Sponsor | Common Class C | |||||
Business Acquisition [Line Items] | |||||
Issuance of common stock in offering (in shares) | shares | 20,000 | 10,740 | |||
Rich Uncles Real Estate Investment Trust I (“REIT I”) | |||||
Business Acquisition [Line Items] | |||||
Ownership (as a percent) | 4.80% |
MERGER AND SELF-MANAGEMENT TR_4
MERGER AND SELF-MANAGEMENT TRANSACTION - REIT I Purchase Price Allocation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Liabilities: | ||
Less: Cancellation of investment in REIT I (Note 5) | $ (3,091,489) | $ 0 |
Net Assets Acquired | 81,708,971 | $ 0 |
REIT I | ||
Assets: | ||
Real estate property, including above/below lease intangibles | 151,099,097 | |
Cash and cash equivalents | 1,612,331 | |
Tenant receivable | 310,169 | |
Prepaid expenses and other assets | 51,924 | |
Liabilities: | ||
Mortgage notes payable, net | (62,985,425) | |
Accounts payable and other liabilities | (2,243,156) | |
Net | 87,844,940 | |
Less: Cancellation of investment in REIT I (Note 5) | (3,091,489) | |
Capitalized transaction-related costs | (3,044,480) | |
Net Assets Acquired | $ 81,708,971 |
MERGER AND SELF-MANAGEMENT TR_5
MERGER AND SELF-MANAGEMENT TRANSACTION - Class M OP Units Conversion (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($)$ / shares | |
Initial Conversion Ratio | |
Conversion of Stock [Line Items] | |
Conversion ratio | 0.20 |
Fiscal Year 2021 | |
Conversion of Stock [Line Items] | |
AUM conversion threshold | $ | $ 860 |
AFFO conversion threshold (in usd per share) | $ / shares | $ 0.59 |
Conversion ratio | 0.17 |
Fiscal Year 2022 | |
Conversion of Stock [Line Items] | |
AUM conversion threshold | $ | $ 1,175 |
AFFO conversion threshold (in usd per share) | $ / shares | $ 0.65 |
Conversion ratio | 0.13 |
Fiscal Year 2023 | |
Conversion of Stock [Line Items] | |
AUM conversion threshold | $ | $ 1,551 |
AFFO conversion threshold (in usd per share) | $ / shares | $ 0.70 |
Conversion ratio | 0.11 |
MERGER AND SELF-MANAGEMENT TR_6
MERGER AND SELF-MANAGEMENT TRANSACTION - BrixInvest Purchase Price Allocation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Liabilities: | ||
Add: Cancellation of investment in the Company | $ 107,400 | $ 0 |
Goodwill | 50,588,000 | $ 0 |
BrixInvest | ||
Assets: | ||
Cash and cash equivalents | 204,176 | |
Prepaid expenses and other assets | 305,212 | |
Operating lease right-of-use asset | 2,386,877 | |
Intangible assets | 7,700,000 | |
Liabilities: | ||
Short-term notes payable | (4,800,000) | |
Notes payable to related parties | (630,820) | |
Bank line of credit | (800,000) | |
Accounts payable and other liabilities | (2,070,968) | |
Operating lease liability | (2,386,877) | |
Net | (92,400) | |
Add: Cancellation of investment in the Company | 107,400 | |
Less: Contribution of Class M units and Class P units of the Operating Partnership | (50,603,000) | |
Goodwill | $ 50,588,000 |
MERGER AND SELF-MANAGEMENT TR_7
MERGER AND SELF-MANAGEMENT TRANSACTION MERGER AND SELF-MANAGEMENT TRANSACTION - Other Intangible Assets Acquired (Details) - BrixInvest | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 7,700,000 |
Customer list | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Useful Life | 5 years 1 day |
Amount | $ 4,800,000 |
Web services technology, domains and licenses | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Useful Life | 3 years 1 day |
Amount | $ 2,900,000 |
MERGER AND SELF-MANAGEMENT TR_8
MERGER AND SELF-MANAGEMENT TRANSACTION - Unaudited Pro Forma Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Entity Information [Line Items] | ||
Revenue | $ 39,967 | $ 33,310 |
Net (loss) income | $ (5,768) | $ (7,357) |
Basic and diluted (in usd per share) | $ (0.22) | $ (0.33) |
Basic and diluted (in shares) | 26,394,434 | 22,491,568 |
Reportable Legal Entities | ||
Entity Information [Line Items] | ||
Revenue | $ 24,545 | $ 17,985 |
Net (loss) income | $ (4,416) | $ (1,802) |
Basic and diluted (in usd per share) | $ (0.29) | $ (0.16) |
Basic and diluted (in shares) | 15,036,474 | 11,069,864 |
Adjustments | ||
Entity Information [Line Items] | ||
Revenue | $ (5,525) | $ (7,557) |
Net (loss) income | $ 2,679 | $ (4,610) |
Basic and diluted (in shares) | 2,333,090 | 2,333,090 |
REIT I | Reportable Legal Entities | ||
Entity Information [Line Items] | ||
Revenue | $ 13,132 | $ 13,167 |
Net (loss) income | $ (1,311) | $ (897) |
Basic and diluted (in usd per share) | $ (0.16) | $ (0.11) |
Basic and diluted (in shares) | 8,340,602 | 8,404,346 |
BrixInvest | Reportable Legal Entities | ||
Entity Information [Line Items] | ||
Revenue | $ 7,815 | $ 9,716 |
Net (loss) income | $ (2,719) | $ (49) |
Basic and diluted (in usd per share) | $ (3.97) | $ (0.07) |
Basic and diluted (in shares) | 684,268 | 684,268 |
REAL ESTATE INVESTMENTS - Sched
REAL ESTATE INVESTMENTS - Schedule of Real Estate Properties (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Real Estate [Line Items] | |||
Land, Buildings and Improvements | $ 396,680,878 | ||
Tenant origination and absorption costs | 27,266,610 | $ 17,717,819 | |
Accumulated Depreciation and Amortization | (20,411,794) | (10,563,664) | $ (3,574,739) |
Total investments in real estate property, net | 403,535,694 | $ 224,648,345 | |
Office | Accredo Health | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 9,855,847 | ||
Tenant origination and absorption costs | 1,053,637 | ||
Accumulated Depreciation and Amortization | (1,754,846) | ||
Total investments in real estate property, net | 9,154,638 | ||
Office | Northrop Grumman | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 12,382,991 | ||
Tenant origination and absorption costs | 1,341,199 | ||
Accumulated Depreciation and Amortization | (2,185,956) | ||
Total investments in real estate property, net | 11,538,234 | ||
Office | exp US Services | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 6,056,668 | ||
Tenant origination and absorption costs | 388,248 | ||
Accumulated Depreciation and Amortization | (609,311) | ||
Total investments in real estate property, net | 5,835,605 | ||
Office | Wyndham | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 10,406,483 | ||
Tenant origination and absorption costs | 669,232 | ||
Accumulated Depreciation and Amortization | (815,730) | ||
Total investments in real estate property, net | 10,259,985 | ||
Office | Williams Sonoma | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 8,079,612 | ||
Tenant origination and absorption costs | 550,486 | ||
Accumulated Depreciation and Amortization | (746,900) | ||
Total investments in real estate property, net | 7,883,198 | ||
Office | EMCOR | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 5,960,610 | ||
Tenant origination and absorption costs | 463,488 | ||
Accumulated Depreciation and Amortization | (424,764) | ||
Total investments in real estate property, net | 5,999,334 | ||
Office | Cummins | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 14,465,491 | ||
Tenant origination and absorption costs | 1,536,998 | ||
Accumulated Depreciation and Amortization | (1,357,376) | ||
Total investments in real estate property, net | 14,645,113 | ||
Office | Texas Health | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 6,976,703 | ||
Tenant origination and absorption costs | 713,221 | ||
Accumulated Depreciation and Amortization | (384,029) | ||
Total investments in real estate property, net | 7,305,895 | ||
Office | Bon Secours | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 10,042,551 | ||
Tenant origination and absorption costs | 800,356 | ||
Accumulated Depreciation and Amortization | (526,238) | ||
Total investments in real estate property, net | 10,316,669 | ||
Office | PMI Preclinical | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 9,672,174 | ||
Tenant origination and absorption costs | 408,225 | ||
Accumulated Depreciation and Amortization | 0 | ||
Total investments in real estate property, net | 10,080,399 | ||
Office | GSA (MSHA) | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 3,112,076 | ||
Tenant origination and absorption costs | 243,307 | ||
Accumulated Depreciation and Amortization | 0 | ||
Total investments in real estate property, net | 3,355,383 | ||
Office | Solar Turbines | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 7,133,241 | ||
Tenant origination and absorption costs | 284,026 | ||
Accumulated Depreciation and Amortization | 0 | ||
Total investments in real estate property, net | 7,417,267 | ||
Office | Wood Group | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 9,731,220 | ||
Tenant origination and absorption costs | 392,955 | ||
Accumulated Depreciation and Amortization | 0 | ||
Total investments in real estate property, net | 10,124,175 | ||
Office | Gap | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 8,378,276 | ||
Tenant origination and absorption costs | 360,377 | ||
Accumulated Depreciation and Amortization | 0 | ||
Total investments in real estate property, net | 8,738,653 | ||
Office | L-3 Communications | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 11,631,857 | ||
Tenant origination and absorption costs | 454,035 | ||
Accumulated Depreciation and Amortization | 0 | ||
Total investments in real estate property, net | 12,085,892 | ||
Office | Sutter Health | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 29,555,055 | ||
Tenant origination and absorption costs | 1,616,610 | ||
Accumulated Depreciation and Amortization | 0 | ||
Total investments in real estate property, net | 31,171,665 | ||
Retail | Walgreens, Stockbridge, GA | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 4,147,948 | ||
Tenant origination and absorption costs | 705,423 | ||
Accumulated Depreciation and Amortization | (1,175,073) | ||
Total investments in real estate property, net | 3,678,298 | ||
Retail | Dollar General, Litchfield | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 1,281,812 | ||
Tenant origination and absorption costs | 116,302 | ||
Accumulated Depreciation and Amortization | (125,762) | ||
Total investments in real estate property, net | 1,272,352 | ||
Retail | Dollar General, Wilton | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 1,543,776 | ||
Tenant origination and absorption costs | 140,653 | ||
Accumulated Depreciation and Amortization | (160,948) | ||
Total investments in real estate property, net | 1,523,481 | ||
Retail | Dollar General, Thompsontown | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 1,199,860 | ||
Tenant origination and absorption costs | 106,730 | ||
Accumulated Depreciation and Amortization | (120,834) | ||
Total investments in real estate property, net | 1,185,756 | ||
Retail | Dollar General, Mt. Gilead | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 1,174,188 | ||
Tenant origination and absorption costs | 111,847 | ||
Accumulated Depreciation and Amortization | (115,853) | ||
Total investments in real estate property, net | 1,170,182 | ||
Retail | Dollar General, Lakeside | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 1,112,872 | ||
Tenant origination and absorption costs | 100,857 | ||
Accumulated Depreciation and Amortization | (118,901) | ||
Total investments in real estate property, net | 1,094,828 | ||
Retail | Dollar General, Castalia | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 1,102,086 | ||
Tenant origination and absorption costs | 86,408 | ||
Accumulated Depreciation and Amortization | (115,524) | ||
Total investments in real estate property, net | 1,072,970 | ||
Retail | Harley | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 13,178,288 | ||
Tenant origination and absorption costs | 0 | ||
Accumulated Depreciation and Amortization | (907,230) | ||
Total investments in real estate property, net | 12,271,058 | ||
Retail | 24 Hour Fitness | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 11,484,784 | ||
Tenant origination and absorption costs | 1,204,973 | ||
Accumulated Depreciation and Amortization | (653,647) | ||
Total investments in real estate property, net | 12,036,110 | ||
Retail | Costco | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 27,292,418 | ||
Tenant origination and absorption costs | 2,765,136 | ||
Accumulated Depreciation and Amortization | (1,352,612) | ||
Total investments in real estate property, net | 28,704,942 | ||
Retail | Chevron Gas Station, San Jose | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 4,054,759 | ||
Tenant origination and absorption costs | 145,577 | ||
Accumulated Depreciation and Amortization | 0 | ||
Total investments in real estate property, net | 4,200,336 | ||
Retail | Chevron Gas Station, Roseville | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 3,648,571 | ||
Tenant origination and absorption costs | 136,415 | ||
Accumulated Depreciation and Amortization | 0 | ||
Total investments in real estate property, net | 3,784,986 | ||
Retail | Island Pacific Supermarket | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 2,560,311 | ||
Tenant origination and absorption costs | 197,495 | ||
Accumulated Depreciation and Amortization | 0 | ||
Total investments in real estate property, net | 2,757,806 | ||
Retail | Dollar General | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 4,899,714 | ||
Tenant origination and absorption costs | 261,630 | ||
Accumulated Depreciation and Amortization | 0 | ||
Total investments in real estate property, net | 5,161,344 | ||
Retail | Rite Aid | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 6,842,089 | ||
Tenant origination and absorption costs | 420,441 | ||
Accumulated Depreciation and Amortization | 0 | ||
Total investments in real estate property, net | 7,262,530 | ||
Retail | EcoThrift | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 5,550,226 | ||
Tenant origination and absorption costs | 273,846 | ||
Accumulated Depreciation and Amortization | 0 | ||
Total investments in real estate property, net | 5,824,072 | ||
Retail | PreK Education | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 12,447,287 | ||
Tenant origination and absorption costs | 447,927 | ||
Accumulated Depreciation and Amortization | 0 | ||
Total investments in real estate property, net | 12,895,214 | ||
Retail | Dollar Tree | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 1,320,367 | ||
Tenant origination and absorption costs | 73,298 | ||
Accumulated Depreciation and Amortization | 0 | ||
Total investments in real estate property, net | 1,393,665 | ||
Retail | Dollar General Big Spring | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 1,281,683 | ||
Tenant origination and absorption costs | 76,351 | ||
Accumulated Depreciation and Amortization | 0 | ||
Total investments in real estate property, net | 1,358,034 | ||
Retail | Walgreens, Santa Maria | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 5,223,442 | ||
Tenant origination and absorption costs | 335,945 | ||
Accumulated Depreciation and Amortization | 0 | ||
Total investments in real estate property, net | 5,559,387 | ||
Industrial | Dana | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 8,392,906 | ||
Tenant origination and absorption costs | 1,210,874 | ||
Accumulated Depreciation and Amortization | (1,492,171) | ||
Total investments in real estate property, net | 8,111,609 | ||
Industrial | Omnicare | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 7,262,747 | ||
Tenant origination and absorption costs | 281,442 | ||
Accumulated Depreciation and Amortization | (587,875) | ||
Total investments in real estate property, net | 6,956,314 | ||
Industrial | Husqvarna | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 11,840,200 | ||
Tenant origination and absorption costs | 1,013,948 | ||
Accumulated Depreciation and Amortization | (756,557) | ||
Total investments in real estate property, net | 12,097,591 | ||
Industrial | AvAir | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 27,357,900 | ||
Tenant origination and absorption costs | 0 | ||
Accumulated Depreciation and Amortization | (1,417,062) | ||
Total investments in real estate property, net | 25,940,838 | ||
Industrial | 3M | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 14,762,819 | ||
Tenant origination and absorption costs | 2,356,361 | ||
Accumulated Depreciation and Amortization | (2,231,246) | ||
Total investments in real estate property, net | 14,887,934 | ||
Industrial | Taylor Fresh Foods | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 34,194,370 | ||
Tenant origination and absorption costs | 2,894,017 | ||
Accumulated Depreciation and Amortization | (275,349) | ||
Total investments in real estate property, net | 36,813,038 | ||
Industrial | Levins | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 4,429,390 | ||
Tenant origination and absorption costs | 221,927 | ||
Accumulated Depreciation and Amortization | 0 | ||
Total investments in real estate property, net | 4,651,317 | ||
Industrial | Dinan Cars | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 6,252,657 | ||
Tenant origination and absorption costs | 0 | ||
Accumulated Depreciation and Amortization | 0 | ||
Total investments in real estate property, net | 6,252,657 | ||
Industrial | ITW Rippey | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 7,071,143 | ||
Tenant origination and absorption costs | 304,387 | ||
Accumulated Depreciation and Amortization | 0 | ||
Total investments in real estate property, net | 7,375,530 | ||
Land | Northrop Grumman | |||
Real Estate [Line Items] | |||
Land, Buildings and Improvements | 329,410 | ||
Tenant origination and absorption costs | 0 | ||
Accumulated Depreciation and Amortization | 0 | ||
Total investments in real estate property, net | $ 329,410 |
REAL ESTATE INVESTMENTS - Prope
REAL ESTATE INVESTMENTS - Property Acquisitions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | $ 176,660,507 | $ 93,253,505 |
Land | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 45,649,596 | 19,247,622 |
Land | Chevron Gas Station, San Jose | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 3,787,021 | |
Land | Levins | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 1,404,863 | |
Land | Chevron Gas Station, Roseville | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 2,636,663 | |
Land | Island Pacific Supermarket | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 676,981 | |
Land | Dollar General | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 1,099,458 | |
Land | Rite Aid | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 3,939,724 | |
Land | PMI Preclinical | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 4,774,497 | |
Land | EcoThrift | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 2,300,717 | |
Land | GSA (MSHA) | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 399,062 | |
Land | PreK San Antonio | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 963,044 | |
Land | Dollar Tree | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 159,829 | |
Land | Dinan Cars | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 2,453,420 | |
Land | Solar Turbines | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 2,483,960 | |
Land | Amec Foster | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 3,461,256 | |
Land | ITW Rippey | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 787,945 | |
Land | Dollar General Big Spring | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 103,838 | |
Land | Gap | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 2,076,754 | |
Land | L-3 Communications | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 3,552,878 | |
Land | Sutter Health | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 2,443,240 | |
Land | Walgreens | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 1,832,430 | |
Land | Acquisitions, Excluding Taylor Fresh Foods | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 41,337,580 | |
Land | Taylor Fresh Foods | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 4,312,016 | |
Buildings and Improvements | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 133,340,311 | 66,046,320 |
Buildings and Improvements | Chevron Gas Station, San Jose | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 267,738 | |
Buildings and Improvements | Levins | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 3,024,527 | |
Buildings and Improvements | Chevron Gas Station, Roseville | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 1,011,908 | |
Buildings and Improvements | Island Pacific Supermarket | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 1,883,330 | |
Buildings and Improvements | Dollar General | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 3,800,256 | |
Buildings and Improvements | Rite Aid | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 2,902,365 | |
Buildings and Improvements | PMI Preclinical | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 4,897,677 | |
Buildings and Improvements | EcoThrift | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 3,249,509 | |
Buildings and Improvements | GSA (MSHA) | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 2,713,014 | |
Buildings and Improvements | PreK San Antonio | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 11,484,243 | |
Buildings and Improvements | Dollar Tree | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 1,160,538 | |
Buildings and Improvements | Dinan Cars | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 3,799,237 | |
Buildings and Improvements | Solar Turbines | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 4,649,281 | |
Buildings and Improvements | Amec Foster | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 6,269,964 | |
Buildings and Improvements | ITW Rippey | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 6,283,198 | |
Buildings and Improvements | Dollar General Big Spring | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 1,177,845 | |
Buildings and Improvements | Gap | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 6,301,522 | |
Buildings and Improvements | L-3 Communications | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 8,078,979 | |
Buildings and Improvements | Sutter Health | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 27,111,815 | |
Buildings and Improvements | Walgreens | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 3,391,012 | |
Buildings and Improvements | Acquisitions, Excluding Taylor Fresh Foods | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 103,457,958 | |
Buildings and Improvements | Taylor Fresh Foods | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 29,882,353 | |
Tenant Origination and Absorption Costs | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 9,548,791 | 9,377,046 |
Tenant Origination and Absorption Costs | Chevron Gas Station, San Jose | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 145,577 | |
Tenant Origination and Absorption Costs | Levins | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 221,927 | |
Tenant Origination and Absorption Costs | Chevron Gas Station, Roseville | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 136,415 | |
Tenant Origination and Absorption Costs | Island Pacific Supermarket | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 197,495 | |
Tenant Origination and Absorption Costs | Dollar General | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 261,630 | |
Tenant Origination and Absorption Costs | Rite Aid | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 420,441 | |
Tenant Origination and Absorption Costs | PMI Preclinical | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 408,225 | |
Tenant Origination and Absorption Costs | EcoThrift | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 273,846 | |
Tenant Origination and Absorption Costs | GSA (MSHA) | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 243,307 | |
Tenant Origination and Absorption Costs | PreK San Antonio | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 447,927 | |
Tenant Origination and Absorption Costs | Dollar Tree | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 73,298 | |
Tenant Origination and Absorption Costs | Dinan Cars | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 0 | |
Tenant Origination and Absorption Costs | Solar Turbines | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 284,026 | |
Tenant Origination and Absorption Costs | Amec Foster | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 392,955 | |
Tenant Origination and Absorption Costs | ITW Rippey | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 304,387 | |
Tenant Origination and Absorption Costs | Dollar General Big Spring | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 76,351 | |
Tenant Origination and Absorption Costs | Gap | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 360,377 | |
Tenant Origination and Absorption Costs | L-3 Communications | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 454,035 | |
Tenant Origination and Absorption Costs | Sutter Health | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 1,616,610 | |
Tenant Origination and Absorption Costs | Walgreens | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 335,945 | |
Tenant Origination and Absorption Costs | Acquisitions, Excluding Taylor Fresh Foods | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 6,654,774 | |
Tenant Origination and Absorption Costs | Taylor Fresh Foods | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 2,894,017 | |
Above-Market Lease Intangibles | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 764,531 | 0 |
Above-Market Lease Intangibles | Chevron Gas Station, San Jose | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 41,739 | |
Above-Market Lease Intangibles | Levins | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 26,469 | |
Above-Market Lease Intangibles | Chevron Gas Station, Roseville | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 24,432 | |
Above-Market Lease Intangibles | Island Pacific Supermarket | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 0 | |
Above-Market Lease Intangibles | Dollar General | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 0 | |
Above-Market Lease Intangibles | Rite Aid | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 186,297 | |
Above-Market Lease Intangibles | PMI Preclinical | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 115,036 | |
Above-Market Lease Intangibles | EcoThrift | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 0 | |
Above-Market Lease Intangibles | GSA (MSHA) | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 0 | |
Above-Market Lease Intangibles | PreK San Antonio | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 0 | |
Above-Market Lease Intangibles | Dollar Tree | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 10,180 | |
Above-Market Lease Intangibles | Dinan Cars | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 0 | |
Above-Market Lease Intangibles | Solar Turbines | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 0 | |
Above-Market Lease Intangibles | Amec Foster | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 0 | |
Above-Market Lease Intangibles | ITW Rippey | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 0 | |
Above-Market Lease Intangibles | Dollar General Big Spring | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 0 | |
Above-Market Lease Intangibles | Gap | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 0 | |
Above-Market Lease Intangibles | L-3 Communications | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 0 | |
Above-Market Lease Intangibles | Sutter Health | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 87,549 | |
Above-Market Lease Intangibles | Walgreens | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 272,829 | |
Above-Market Lease Intangibles | Acquisitions, Excluding Taylor Fresh Foods | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 764,531 | |
Above-Market Lease Intangibles | Taylor Fresh Foods | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 0 | |
Below-Market Lease Intangibles | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | (12,642,722) | $ (1,417,483) |
Below-Market Lease Intangibles | Chevron Gas Station, San Jose | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | 0 | |
Below-Market Lease Intangibles | Levins | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | 0 | |
Below-Market Lease Intangibles | Chevron Gas Station, Roseville | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | 0 | |
Below-Market Lease Intangibles | Island Pacific Supermarket | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | (76,351) | |
Below-Market Lease Intangibles | Dollar General | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | (41,739) | |
Below-Market Lease Intangibles | Rite Aid | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | 0 | |
Below-Market Lease Intangibles | PMI Preclinical | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | 0 | |
Below-Market Lease Intangibles | EcoThrift | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | (388,882) | |
Below-Market Lease Intangibles | GSA (MSHA) | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | (101,802) | |
Below-Market Lease Intangibles | PreK San Antonio | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | (28,504) | |
Below-Market Lease Intangibles | Dollar Tree | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | 0 | |
Below-Market Lease Intangibles | Dinan Cars | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | 0 | |
Below-Market Lease Intangibles | Solar Turbines | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | (108,928) | |
Below-Market Lease Intangibles | Amec Foster | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | 0 | |
Below-Market Lease Intangibles | ITW Rippey | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | 0 | |
Below-Market Lease Intangibles | Dollar General Big Spring | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | (127,252) | |
Below-Market Lease Intangibles | Gap | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | (68,207) | |
Below-Market Lease Intangibles | L-3 Communications | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | (174,081) | |
Below-Market Lease Intangibles | Sutter Health | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | 0 | |
Below-Market Lease Intangibles | Walgreens | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | 0 | |
Below-Market Lease Intangibles | Acquisitions, Excluding Taylor Fresh Foods | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | (1,115,746) | |
Below-Market Lease Intangibles | Taylor Fresh Foods | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | (11,526,976) | |
Total | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 176,660,507 | |
Total | Chevron Gas Station, San Jose | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 4,242,075 | |
Total | Levins | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 4,677,786 | |
Total | Chevron Gas Station, Roseville | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 3,809,418 | |
Total | Island Pacific Supermarket | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 2,681,455 | |
Total | Dollar General | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 5,119,605 | |
Total | Rite Aid | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 7,448,827 | |
Total | PMI Preclinical | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 10,195,435 | |
Total | EcoThrift | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 5,435,190 | |
Total | GSA (MSHA) | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 3,253,581 | |
Total | PreK San Antonio | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 12,866,710 | |
Total | Dollar Tree | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 1,403,845 | |
Total | Dinan Cars | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 6,252,657 | |
Total | Solar Turbines | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 7,308,339 | |
Total | Amec Foster | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 10,124,175 | |
Total | ITW Rippey | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 7,375,530 | |
Total | Dollar General Big Spring | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 1,230,782 | |
Total | Gap | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 8,670,446 | |
Total | L-3 Communications | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 11,911,811 | |
Total | Sutter Health | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 31,259,214 | |
Total | Walgreens | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 5,832,216 | |
Total | Acquisitions, Excluding Taylor Fresh Foods | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 151,099,097 | |
Total | Taylor Fresh Foods | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | $ 25,561,410 |
REAL ESTATE INVESTMENTS - Pro_2
REAL ESTATE INVESTMENTS - Property Purchase Price (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Purchase price and other acquisition costs | $ 176,660,507 | $ 93,253,505 |
Purchase deposits applied | (2,000,000) | |
Acquisition fees to affiliate | (741,000) | (2,702,043) |
Acquisition of real estate before financing | $ 173,919,507 | $ 90,551,462 |
REAL ESTATE INVESTMENTS - 2018
REAL ESTATE INVESTMENTS - 2018 Acquisition Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | $ 176,660,507 | $ 93,253,505 |
Acquisition costs | 2,702,043 | |
3M | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 15,701,697 | |
Acquisition costs | 456,000 | |
Cummins | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 16,002,488 | |
Acquisition costs | 465,000 | |
Northrop Grumman | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 329,410 | |
Acquisition costs | 9,000 | |
24 Hour Fitness | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 12,658,311 | |
Acquisition costs | 366,000 | |
Texas Health | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 7,689,924 | |
Acquisition costs | 222,750 | |
Bon Secours | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 10,842,907 | |
Acquisition costs | 313,293 | |
Costco | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 30,028,768 | |
Acquisition costs | 870,000 | |
Land | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 45,649,596 | 19,247,622 |
Land | 3M | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 758,780 | |
Land | Cummins | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 3,347,959 | |
Land | Northrop Grumman | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 329,410 | |
Land | 24 Hour Fitness | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 3,121,985 | |
Land | Texas Health | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 1,827,914 | |
Land | Bon Secours | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 1,658,659 | |
Land | Costco | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 8,202,915 | |
Building and Building Improvements | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 133,340,311 | 66,046,320 |
Building and Building Improvements | 3M | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 14,004,039 | |
Building and Building Improvements | Cummins | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 11,117,531 | |
Building and Building Improvements | Northrop Grumman | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 0 | |
Building and Building Improvements | 24 Hour Fitness | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 8,331,352 | |
Building and Building Improvements | Texas Health | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 5,148,789 | |
Building and Building Improvements | Bon Secours | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 8,383,892 | |
Building and Building Improvements | Costco | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 19,060,717 | |
Tenant Origination and Absorption Costs | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 9,548,791 | 9,377,046 |
Tenant Origination and Absorption Costs | 3M | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 2,356,361 | |
Tenant Origination and Absorption Costs | Cummins | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 1,536,998 | |
Tenant Origination and Absorption Costs | Northrop Grumman | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 0 | |
Tenant Origination and Absorption Costs | 24 Hour Fitness | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 1,204,974 | |
Tenant Origination and Absorption Costs | Texas Health | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 713,221 | |
Tenant Origination and Absorption Costs | Bon Secours | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 800,356 | |
Tenant Origination and Absorption Costs | Costco | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 2,765,136 | |
Above Market Leases | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 764,531 | 0 |
Above Market Leases | 3M | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 0 | |
Above Market Leases | Cummins | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 0 | |
Above Market Leases | Northrop Grumman | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 0 | |
Above Market Leases | 24 Hour Fitness | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 0 | |
Above Market Leases | Texas Health | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 0 | |
Above Market Leases | Bon Secours | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 0 | |
Above Market Leases | Costco | ||
Real Estate [Line Items] | ||
Payments to acquire and develop real estate | 0 | |
Below Market Leases | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | $ (12,642,722) | (1,417,483) |
Below Market Leases | 3M | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | (1,417,483) | |
Below Market Leases | Cummins | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | 0 | |
Below Market Leases | Northrop Grumman | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | 0 | |
Below Market Leases | 24 Hour Fitness | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | 0 | |
Below Market Leases | Texas Health | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | 0 | |
Below Market Leases | Bon Secours | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | 0 | |
Below Market Leases | Costco | ||
Real Estate [Line Items] | ||
Payments to acquire real estate below market leases | $ 0 |
REAL ESTATE INVESTMENTS - Portf
REAL ESTATE INVESTMENTS - Portfolio Concentrations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Real Estate [Line Items] | ||
Net Carrying Value | $ 403,535,694 | $ 224,648,345 |
AvAir, AZ | ||
Real Estate [Line Items] | ||
Total revenues | $ 2,670,159 | $ 2,100,000 |
Concentration risk percentage | 10.90% | 19.90% |
AvAir, AZ | Percentage of Total Assets | ||
Real Estate [Line Items] | ||
Net Carrying Value | $ 0 | $ 27,353,125 |
Concentration risk percentage | 0.00% | 17.40% |
Northrop Grumman | ||
Real Estate [Line Items] | ||
Total revenues | $ 0 | $ 1,162,274 |
Concentration risk percentage | 0.00% | 11.00% |
REAL ESTATE INVESTMENTS - Renta
REAL ESTATE INVESTMENTS - Rental Payments for Operating Leases (Details) | Dec. 31, 2019USD ($) |
Real Estate [Abstract] | |
2020 | $ 29,114,325 |
2021 | 27,866,428 |
2022 | 25,639,567 |
2023 | 22,401,061 |
2024 | 21,838,412 |
Thereafter | 75,964,673 |
Total | $ 202,824,466 |
REAL ESTATE INVESTMENTS - Finit
REAL ESTATE INVESTMENTS - Finite-Lived Intangible Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Below Market Lease, Net [Abstract] | ||
Net amount | $ (14,591,359) | |
Tenant Origination and Absorption Costs | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | 27,266,610 | $ 17,717,819 |
Accumulated amortization | (6,005,248) | (3,173,254) |
Net amount | 21,261,362 | 14,544,565 |
Above-Market Lease Intangibles | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | 1,547,646 | 783,115 |
Accumulated amortization | (295,912) | (198,867) |
Net amount | 1,251,734 | 584,248 |
Below-Market Lease Intangibles | ||
Below Market Lease, Net [Abstract] | ||
Cost | (15,713,975) | (3,071,253) |
Accumulated amortization | 1,122,616 | 475,871 |
Net amount | $ (14,591,359) | $ (2,595,382) |
REAL ESTATE INVESTMENTS - Fin_2
REAL ESTATE INVESTMENTS - Finite-Lived Intangible Assets, Future Amortization (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Below Market Lease, Net, Amortization Income, Fiscal Year Maturity [Abstract] | ||
2020 | $ (1,559,285) | |
2021 | (1,551,783) | |
2022 | (1,158,227) | |
2023 | (182,928) | |
2024 | (168,559) | |
Thereafter | (9,970,577) | |
Net amount | $ (14,591,359) | |
Weighted-Average Remaining Amortization Period (in years) | 9 years 3 months 18 days | |
Tenant Origination and Absorption Costs | ||
Real Estate [Line Items] | ||
2020 | $ 4,909,081 | |
2021 | 4,014,676 | |
2022 | 2,979,198 | |
2023 | 2,102,056 | |
2024 | 1,897,592 | |
Thereafter | 5,358,759 | |
Net amount | $ 21,261,362 | $ 14,544,565 |
Below Market Lease, Net, Amortization Income, Fiscal Year Maturity [Abstract] | ||
Weighted-Average Remaining Amortization Period (in years) | 7 years 2 months 20 days | |
Above-Market Lease Intangibles | ||
Real Estate [Line Items] | ||
2020 | $ 197,933 | |
2021 | 179,882 | |
2022 | 164,607 | |
2023 | 161,957 | |
2024 | 157,327 | |
Thereafter | 390,028 | |
Net amount | $ 1,251,734 | 584,248 |
Below Market Lease, Net, Amortization Income, Fiscal Year Maturity [Abstract] | ||
Weighted-Average Remaining Amortization Period (in years) | 7 years 8 months 20 days | |
Below-Market Lease Intangibles | ||
Below Market Lease, Net, Amortization Income, Fiscal Year Maturity [Abstract] | ||
Net amount | $ (14,591,359) | $ (2,595,382) |
Weighted-Average Remaining Amortization Period (in years) | 12 years 6 months 28 days |
REAL ESTATE INVESTMENTS (Detail
REAL ESTATE INVESTMENTS (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($)propertystate | Dec. 31, 2018USD ($) | |
Real Estate [Line Items] | ||
Number of real estate properties | property | 45 | |
Number of states in which entity operates | state | 14 | |
Acquisition costs | $ 2,702,043 | |
Amortization period | 9 years 3 months 18 days | |
Advisor | ||
Real Estate [Line Items] | ||
Revenue of acquiree | 3,773,997 | |
Acquisition costs | $ 5,459 | $ 50,296 |
Retail | ||
Real Estate [Line Items] | ||
Number of real estate properties | property | 20 | |
Office | ||
Real Estate [Line Items] | ||
Number of real estate properties | property | 16 | |
Industrial Property | ||
Real Estate [Line Items] | ||
Number of real estate properties | property | 9 | |
Land | ||
Real Estate [Line Items] | ||
Number of real estate properties | property | 1 | |
Taylor Fresh Foods | ||
Real Estate [Line Items] | ||
Revenue of acquiree | $ 548,362 | |
Acquisition costs | 741,000 | |
REIT I | ||
Real Estate [Line Items] | ||
Revenue of acquiree | $ 0 | |
Real Estate Investment | Tenant-in-common | ||
Real Estate [Line Items] | ||
Ownership (as a percent) | 72.70% |
INVESTMENTS IN UNCONSOLIDATED_3
INVESTMENTS IN UNCONSOLIDATED ENTITIES - Equity Method Investments (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | $ 10,388,588 | $ 14,275,815 |
The TIC Interest | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | 10,388,588 | 10,749,332 |
Rich Uncles Real Estate Investment Trust I (“REIT I”) | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | $ 0 | $ 3,526,483 |
INVESTMENTS IN UNCONSOLIDATED_4
INVESTMENTS IN UNCONSOLIDATED ENTITIES - Entities Equity In Earnings (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | ||
Income from investments in unconsolidated entities | $ 234,048 | $ 226,024 |
The TIC Interest | ||
Schedule of Equity Method Investments [Line Items] | ||
Income from investments in unconsolidated entities | 296,691 | 269,191 |
Rich Uncles Real Estate Investment Trust I (“REIT I”) | ||
Schedule of Equity Method Investments [Line Items] | ||
Income from investments in unconsolidated entities | $ (62,643) | $ (43,167) |
INVESTMENTS IN UNCONSOLIDATED_5
INVESTMENTS IN UNCONSOLIDATED ENTITIES - Summarized Financial Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Assets: | |||
Cash and cash equivalents and restricted cash | $ 6,936,930 | $ 8,755,928 | $ 4,182,755 |
The TIC Interest | |||
Assets: | |||
Real estate investments, net | 30,858,240 | 31,668,300 | |
Cash and cash equivalents | 275,760 | 466,379 | |
Other assets | 228,770 | 117,075 | |
Total assets | 31,362,770 | 32,251,754 | |
Liabilities: | |||
Mortgage notes payable, net | 13,746,635 | 13,994,844 | |
Below-market lease, net | 2,953,360 | 3,103,778 | |
Other liabilities | 68,587 | 61,188 | |
Total liabilities | 16,768,582 | 17,159,810 | |
Total shareholders' equity | 14,594,188 | 15,091,944 | |
Total liabilities, redeemable common stock and shareholders' equity | 31,362,770 | 32,251,754 | |
Total revenue | 2,705,126 | 2,678,110 | |
Expenses: | |||
Depreciation and amortization | 993,564 | 991,621 | |
Interest expense | 574,086 | 584,059 | |
Other expenses | 731,044 | 730,448 | |
Total expenses | 2,298,694 | 2,306,128 | |
Other income: | |||
Net loss | 406,432 | 371,982 | |
Rich Uncles Real Estate Investment Trust I (“REIT I”) | |||
Assets: | |||
Real estate investments, net | 0 | 125,075,537 | |
Cash and cash equivalents and restricted cash | 0 | 3,376,145 | |
Other assets | 0 | 3,070,475 | |
Total assets | 0 | 131,522,157 | |
Liabilities: | |||
Mortgage notes payable, net | 0 | 61,446,068 | |
Below-market lease, net | 0 | 3,105,843 | |
Other liabilities | 0 | 3,359,618 | |
Total liabilities | 0 | 67,911,529 | |
Redeemable common stock | 0 | 163,572 | |
Total shareholders' equity | 0 | 63,447,056 | |
Total liabilities, redeemable common stock and shareholders' equity | 0 | 131,522,157 | |
Total revenue | 13,132,226 | 13,166,631 | |
Expenses: | |||
Depreciation and amortization | 5,787,709 | 5,783,643 | |
Interest expense | 3,425,625 | 2,813,430 | |
Other expenses | 5,342,365 | 4,603,963 | |
Impairment of real estate investment property | 0 | 862,190 | |
Total expenses | 14,555,699 | 14,063,226 | |
Other income: | |||
Gain on sale of real estate investment property, net | (1,850,845) | 0 | |
Loss on debt restructuring | 1,964,618 | 0 | |
Total other income | 113,773 | 0 | |
Net loss | $ (1,309,700) | $ (896,595) |
INVESTMENTS IN UNCONSOLIDATED_6
INVESTMENTS IN UNCONSOLIDATED ENTITIES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 28, 2017 | |
The TIC Interest | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership (as a percent) | 72.70% | ||
Proceeds from distributions | $ 657,435 | $ 623,406 | |
Rich Uncles Real Estate Investment Trust I (“REIT I”) | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership (as a percent) | 4.80% | ||
Proceeds from distributions | $ 375,351 | $ 273,264 | |
Santa Clara | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership Percentage by Noncontrolling Owners (as a percent) | 27.30% | ||
The TIC Interest | Hagg Lane II, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership Percentage by Noncontrolling Owners (as a percent) | 23.40% | ||
The TIC Interest | Hagg Lane III, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership Percentage by Noncontrolling Owners (as a percent) | 3.90% |
CONSOLIDATED BALANCE SHEETS D_3
CONSOLIDATED BALANCE SHEETS DETAILS - Condensed Balance Sheet (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Tenant receivables: | ||
Straight-line rent | $ 3,541,238 | $ 2,231,966 |
Tenant rent | 420,959 | 312,171 |
Tenant reimbursements | 1,854,883 | 1,019,355 |
Tenant other | 407,684 | 95,622 |
Total | 6,224,764 | 3,659,114 |
Accounts payable, accrued expenses and other liabilities: | ||
Accounts payable | 660,111 | 227,793 |
Accrued expenses | 5,772,164 | 1,421,197 |
Accrued dividends | 962,615 | 749,170 |
Accrued interest payable | 1,690,168 | 445,481 |
Unearned rent | 1,963,896 | 827,338 |
Deferred commission payable | 1,050 | 1,650 |
Lease incentive obligation | 505,157 | 3,492,084 |
Total | 11,555,161 | $ 7,164,713 |
Accrued merger expenses | $ 1,570,622 |
DEBT - Company's Mortgage Notes
DEBT - Company's Mortgage Notes (Details) - USD ($) | Feb. 04, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2023 | Dec. 16, 2019 | Dec. 31, 2018 |
Short-term Debt [Line Items] | ||||||
Principal balance | $ 208,279,481 | |||||
Plus: unamortized mortgage premium, net of discount | 489,664 | |||||
Less: unamortized deferred financing costs | (2,280,077) | |||||
Total | $ 206,489,068 | |||||
Loans to assets ratio (as a percent) | 60.00% | |||||
Accredo and Walgreens acquisitions | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 3.95% | |||||
Effective interest rate ( as a percent) | 3.95% | |||||
Principal balance | $ 6,853,442 | $ 6,996,469 | ||||
Six Dollars General properties | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 4.69% | |||||
Effective interest rate ( as a percent) | 4.69% | |||||
Principal balance | $ 3,819,264 | 3,885,334 | ||||
Dana | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 4.56% | |||||
Effective interest rate ( as a percent) | 4.56% | |||||
Principal balance | $ 4,551,250 | 4,632,398 | ||||
Northrop Grumman | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 4.40% | |||||
Effective interest rate ( as a percent) | 4.40% | |||||
Principal balance | $ 5,666,866 | 5,809,367 | ||||
exp US Services | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 4.25% | |||||
Effective interest rate ( as a percent) | 4.25% | |||||
Principal balance | $ 3,385,353 | 3,446,493 | ||||
exp US Services | Treasury Bill Index | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 3.25% | |||||
Harley | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 4.25% | |||||
Effective interest rate ( as a percent) | 4.25% | |||||
Principal balance | $ 6,748,029 | 6,868,254 | ||||
Wyndham | ||||||
Short-term Debt [Line Items] | ||||||
Effective interest rate ( as a percent) | 4.34% | |||||
Principal balance | $ 5,716,200 | 5,820,600 | ||||
Wyndham | (LIBOR) | ||||||
Short-term Debt [Line Items] | ||||||
Basis spread on variable rate ( as a percent) | 2.05% | |||||
Williams Sonoma | ||||||
Short-term Debt [Line Items] | ||||||
Effective interest rate ( as a percent) | 4.34% | |||||
Principal balance | $ 4,530,600 | 4,615,800 | ||||
Williams Sonoma | (LIBOR) | ||||||
Short-term Debt [Line Items] | ||||||
Basis spread on variable rate ( as a percent) | 2.05% | |||||
Omnicare | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 4.36% | |||||
Effective interest rate ( as a percent) | 4.36% | |||||
Principal balance | $ 4,273,552 | 4,349,963 | ||||
EMCOR | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 4.35% | |||||
Effective interest rate ( as a percent) | 4.35% | |||||
Principal balance | $ 2,862,484 | 2,911,577 | ||||
Husqvarna | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 4.60% | |||||
Effective interest rate ( as a percent) | 4.60% | |||||
Principal balance | $ 6,379,182 | 6,379,182 | ||||
AvAir | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 4.84% | |||||
Effective interest rate ( as a percent) | 4.84% | |||||
Principal balance | $ 14,575,000 | 14,575,000 | ||||
AvAir | Minimum | Treasury Bill Index | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 4.60% | |||||
AvAir | Maximum | Treasury Bill Index | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 2.45% | |||||
3M | ||||||
Short-term Debt [Line Items] | ||||||
Effective interest rate ( as a percent) | 5.09% | |||||
Principal balance | $ 8,290,000 | 8,360,000 | ||||
3M | (LIBOR) | ||||||
Short-term Debt [Line Items] | ||||||
Basis spread on variable rate ( as a percent) | 2.25% | |||||
Cummins | ||||||
Short-term Debt [Line Items] | ||||||
Effective interest rate ( as a percent) | 5.16% | |||||
Principal balance | $ 8,458,600 | 8,530,000 | ||||
Cummins | (LIBOR) | ||||||
Short-term Debt [Line Items] | ||||||
Basis spread on variable rate ( as a percent) | 2.25% | |||||
24 Hour Fitness | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 4.64% | |||||
Effective interest rate ( as a percent) | 4.64% | |||||
Principal balance | $ 6,283,898 | 8,900,000 | ||||
Texas Health | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 4.00% | |||||
Effective interest rate ( as a percent) | 4.00% | |||||
Principal balance | $ 4,400,000 | 4,842,500 | ||||
Bon Secours | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 5.41% | |||||
Effective interest rate ( as a percent) | 5.41% | |||||
Principal balance | $ 5,250,000 | 5,250,000 | ||||
Costco | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 4.85% | |||||
Effective interest rate ( as a percent) | 4.85% | |||||
Principal balance | $ 18,850,000 | 18,850,000 | ||||
Taylor Fresh Farm property | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 3.85% | |||||
Effective interest rate ( as a percent) | 3.85% | |||||
Principal balance | $ 12,350,000 | 0 | ||||
Levins | ||||||
Short-term Debt [Line Items] | ||||||
Effective interest rate ( as a percent) | 3.74% | |||||
Principal balance | $ 2,079,793 | 0 | ||||
Levins | (LIBOR) | ||||||
Short-term Debt [Line Items] | ||||||
Basis spread on variable rate ( as a percent) | 1.93% | |||||
Island Pacific Supermarket | ||||||
Short-term Debt [Line Items] | ||||||
Effective interest rate ( as a percent) | 3.74% | |||||
Principal balance | $ 1,891,225 | 0 | ||||
Island Pacific Supermarket | (LIBOR) | ||||||
Short-term Debt [Line Items] | ||||||
Basis spread on variable rate ( as a percent) | 1.93% | |||||
Dollar General | ||||||
Short-term Debt [Line Items] | ||||||
Effective interest rate ( as a percent) | 3.38% | |||||
Principal balance | $ 2,324,338 | 0 | ||||
Dollar General | (LIBOR) | ||||||
Short-term Debt [Line Items] | ||||||
Basis spread on variable rate ( as a percent) | 1.48% | |||||
Rite Aid | ||||||
Short-term Debt [Line Items] | ||||||
Effective interest rate ( as a percent) | 3.25% | |||||
Principal balance | $ 3,659,338 | 0 | ||||
Rite Aid | (LIBOR) | ||||||
Short-term Debt [Line Items] | ||||||
Basis spread on variable rate ( as a percent) | 1.50% | |||||
PMI Preclinical | ||||||
Short-term Debt [Line Items] | ||||||
Effective interest rate ( as a percent) | 3.38% | |||||
Principal balance | $ 4,118,613 | 0 | ||||
PMI Preclinical | (LIBOR) | ||||||
Short-term Debt [Line Items] | ||||||
Basis spread on variable rate ( as a percent) | 1.48% | |||||
EcoThrift | ||||||
Short-term Debt [Line Items] | ||||||
Effective interest rate ( as a percent) | 2.96% | |||||
Principal balance | $ 2,639,237 | 0 | ||||
EcoThrift | (LIBOR) | ||||||
Short-term Debt [Line Items] | ||||||
Basis spread on variable rate ( as a percent) | 1.21% | |||||
GSA (MSHA) | ||||||
Short-term Debt [Line Items] | ||||||
Effective interest rate ( as a percent) | 3.00% | |||||
Principal balance | $ 1,796,361 | 0 | ||||
GSA (MSHA) | (LIBOR) | ||||||
Short-term Debt [Line Items] | ||||||
Basis spread on variable rate ( as a percent) | 1.25% | |||||
PreK San Antonio | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 4.25% | |||||
Effective interest rate ( as a percent) | 4.25% | |||||
Principal balance | $ 5,140,343 | 0 | ||||
Dinan Cars | ||||||
Short-term Debt [Line Items] | ||||||
Effective interest rate ( as a percent) | 4.02% | |||||
Principal balance | $ 2,710,834 | 0 | ||||
Dinan Cars | (LIBOR) | ||||||
Short-term Debt [Line Items] | ||||||
Basis spread on variable rate ( as a percent) | 2.27% | |||||
Solar Turbines/Wood Group/ITW Rippey | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 3.35% | |||||
Effective interest rate ( as a percent) | 3.35% | |||||
Principal balance | $ 9,434,692 | 0 | ||||
Dollar General Big Spring | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 4.50% | |||||
Effective interest rate ( as a percent) | 4.50% | |||||
Principal balance | $ 611,161 | 0 | ||||
Gap | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 4.15% | |||||
Effective interest rate ( as a percent) | 4.15% | |||||
Principal balance | $ 3,643,166 | 0 | ||||
L-3 Communications | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 4.69% | |||||
Effective interest rate ( as a percent) | 4.69% | |||||
Principal balance | $ 5,284,884 | 0 | ||||
Sutter Health | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 4.50% | |||||
Effective interest rate ( as a percent) | 4.50% | |||||
Principal balance | $ 14,161,776 | 0 | ||||
Walgreens | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 7.50% | |||||
Effective interest rate ( as a percent) | 7.50% | |||||
Principal balance | $ 3,000,000 | 0 | ||||
Mortgage Notes Payable | ||||||
Short-term Debt [Line Items] | ||||||
Principal balance | 195,739,481 | 125,022,937 | ||||
Plus: unamortized mortgage premium, net of discount | 489,664 | 0 | ||||
Less: unamortized deferred financing costs | (2,189,938) | (2,313,629) | ||||
Total | 194,039,207 | 122,709,308 | ||||
Face value | $ 195,739,481 | $ 125,022,937 | ||||
Mortgage Notes Payable | Texas Health | ||||||
Short-term Debt [Line Items] | ||||||
Face value | $ 4,400,000 | |||||
Forecast | Husqvarna | Minimum | Treasury Bill Index | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 4.60% | |||||
Forecast | Husqvarna | Maximum | Treasury Bill Index | ||||||
Short-term Debt [Line Items] | ||||||
Contractual Interest Rate (as a percent) | 2.45% | |||||
Subsequent Event | Dinan Cars | ||||||
Short-term Debt [Line Items] | ||||||
Proceeds from lease payments | $ 783,182 | |||||
Subsequent Event | Mortgage Notes Payable | Dinan Cars | ||||||
Short-term Debt [Line Items] | ||||||
Repayments of debt | 650,000 | |||||
Debt instrument, payment reserve | $ 133,182 | |||||
Swap | Subsequent Event | Dinan Cars | ||||||
Short-term Debt [Line Items] | ||||||
Derivative, cost of hedge net of cash received | $ 47,000 |
DEBT - Mortgage Notes Payable (
DEBT - Mortgage Notes Payable (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Short-term Debt [Line Items] | ||
Carrying Value | $ 206,489,068 | |
Mortgage Notes Payable | ||
Short-term Debt [Line Items] | ||
Face value | 195,739,481 | $ 125,022,937 |
Carrying Value | 194,039,207 | 122,709,308 |
Fair Value | $ 200,535,334 | $ 123,821,490 |
DEBT DEBT - Schedule of Credit
DEBT DEBT - Schedule of Credit Facilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Long-term line of credit | $ 7,740,000 | $ 9,000,000 |
Less unamortized deferred financing costs | (90,139) | (2,000) |
Unsecured credit facility, net | $ 7,649,861 | $ 8,998,000 |
DEBT - Future principal repayme
DEBT - Future principal repayments (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
2020 | $ 18,802,287 | |
2021 | 33,031,199 | |
2022 | 24,479,249 | |
2023 | 26,222,084 | |
2024 | 27,256,880 | |
Thereafter | 78,487,782 | |
Total principal | 208,279,481 | |
Plus: unamortized mortgage premium, net of discount | 489,664 | |
Less: deferred financing costs, net | (2,280,077) | |
Total | 206,489,068 | |
Mortgage Notes Payable | ||
Debt Instrument [Line Items] | ||
2020 | 6,262,287 | |
2021 | 33,031,199 | |
2022 | 24,479,249 | |
2023 | 26,222,084 | |
2024 | 27,256,880 | |
Thereafter | 78,487,782 | |
Total principal | 195,739,481 | |
Plus: unamortized mortgage premium, net of discount | 489,664 | |
Less: deferred financing costs, net | (2,189,938) | |
Total | 194,039,207 | |
Short-term Notes Payable | ||
Debt Instrument [Line Items] | ||
2020 | 4,800,000 | |
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
Thereafter | 0 | |
Total principal | 4,800,000 | |
Plus: unamortized mortgage premium, net of discount | 0 | |
Less: deferred financing costs, net | 0 | |
Total | 4,800,000 | |
New Credit Facility | ||
Debt Instrument [Line Items] | ||
2020 | 7,740,000 | |
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
Thereafter | 0 | |
Total principal | 7,740,000 | |
Plus: unamortized mortgage premium, net of discount | 0 | |
Less: deferred financing costs, net | (90,139) | |
Total | 7,649,861 | |
Mortgage Notes Payable | ||
Debt Instrument [Line Items] | ||
Total principal | 195,739,481 | $ 125,022,937 |
Plus: unamortized mortgage premium, net of discount | 489,664 | 0 |
Less: deferred financing costs, net | (2,189,938) | (2,313,629) |
Total | $ 194,039,207 | $ 122,709,308 |
DEBT - Interest Expenses Reconc
DEBT - Interest Expenses Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Interest expense | $ 7,382,610 | $ 5,577,828 |
Amortization of deferred financing costs | 638,200 | 927,535 |
Loss (gain) on interest rate swaps | 970,210 | 149,714 |
Accrued interest payable | 22,282 | 7,649 |
Mortgage Notes Payable | ||
Debt Instrument [Line Items] | ||
Interest expense | 5,698,605 | 4,065,686 |
Amortization of deferred financing costs | 601,659 | 897,535 |
Loss (gain) on interest rate swaps | 843,174 | 261,198 |
Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Interest expense | 190,130 | 323,409 |
Amortization of deferred financing costs | 36,542 | 30,000 |
Forfeited loan fee | $ 12,500 | $ 0 |
DEBT (Details)
DEBT (Details) - USD ($) | Mar. 09, 2020 | Feb. 29, 2020 | Dec. 31, 2019 | Apr. 30, 2020 | Mar. 27, 2020 | Mar. 13, 2020 | Dec. 19, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||||||
Long-term line of credit | $ 7,740,000 | $ 9,000,000 | ||||||
Loans to assets ratio (as a percent) | 60.00% | |||||||
Convertible Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Face value | $ 4,800,000 | |||||||
Debt instrument, interest rate, stated percentage | 8.00% | |||||||
Debt Instrument, repayment ratio | 1.2 | |||||||
Amortization fee for non conversion election, basis point of outstanding principal balance | 0.50% | |||||||
Aggregate fair value | $ 1,242,233 | |||||||
Notes payable extension fee percentage | 2.00% | |||||||
Notes payable extension fee | $ 24,845 | |||||||
Subsequent Event | Convertible Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage | 10.00% | 10.00% | ||||||
Notes payable extension fee percentage | 2.00% | |||||||
Notes payable extension fee | $ 24,845 | |||||||
BrixInvest Note One | Convertible Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Face value | 4,000,000 | |||||||
BrixInvest Note Two | Convertible Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Face value | 800,000 | |||||||
Former Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term line of credit | $ 9,000,000 | |||||||
New Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term line of credit | $ 7,740,000 | |||||||
Unsecured Debt | New Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 12,000,000 | |||||||
Interest rate at period end | 5.75% | 6.50% | ||||||
Unsecured Debt | New Credit Facility | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Remaining borrowing capacity | $ 4,260,000 | |||||||
Interest rate at period end | 5.50% | |||||||
Unsecured Debt | New Credit Facility | Nonformula Loans Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 2,000,000 | |||||||
Unsecured Debt | New Credit Facility | Purchase Contract and Other Loans Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 10,000,000 | |||||||
Unsecured Debt | Purchase Contract and Other Loans Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of purchase price allowed for funding purposes | 70.00% | |||||||
Unsecured Debt | Purchase Contract and Other Loans Facility | Purchase Contract Loans | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 4,940,000 | |||||||
Unsecured Debt | Purchase Contract and Other Loans Facility | Other Loans, Mature on July 31, 2020 | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 2,000,000 | |||||||
Unsecured Debt | Purchase Contract and Other Loans Facility | Other Loans, Mature on August 31, 2020 | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 3,060,000 | |||||||
Unsecured Debt | Minimum | New Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate during period | 5.50% | |||||||
Secured Debt | New Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum debt service coverage ratio | 125.00% | |||||||
Board of Directors Chairman | ||||||||
Debt Instrument [Line Items] | ||||||||
Guarantee undertaken | $ 17,000,000 | |||||||
Prime Rate | Unsecured Debt | New Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate ( as a percent) | 1.00% |
INTEREST RATE SWAP DERIVATIVE_2
INTEREST RATE SWAP DERIVATIVES -Notional Amounts of Derivative Instruments (Details) - Interest Rate Swap | 12 Months Ended | |
Dec. 31, 2019USD ($)instrument | Dec. 31, 2018USD ($)instrument | |
Derivatives, Fair Value [Line Items] | ||
Number of Instruments | instrument | 12 | 4 |
Notional Amount | $ 48,215,139 | $ 27,346,400 |
Weighted Average Fixed Pay Rate | 3.87% | 4.73% |
Weighted Average Remaining Term | 2 years 10 months 15 days | 5 years 1 month 6 days |
Minimum | ||
Derivatives, Fair Value [Line Items] | ||
Minimum notional amount | $ 45,514,229 | $ 24,936,799 |
(LIBOR) | Minimum | ||
Derivatives, Fair Value [Line Items] | ||
Reference Rate | 1.21% | 4.05% |
(LIBOR) | Maximum | ||
Derivatives, Fair Value [Line Items] | ||
Reference Rate | 5.16% | 5.16% |
INTEREST RATE SWAP DERIVATIVE_3
INTEREST RATE SWAP DERIVATIVES - Fair Value of Derivative Instruments (Details) | Dec. 31, 2019USD ($)instrument | Dec. 31, 2018USD ($)instrument |
Derivatives, Fair Value [Line Items] | ||
Derivative Asset | $ 34,567 | $ 151,215 |
Derivative liability | $ (1,021,724) | $ (300,929) |
Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Number of Instruments | instrument | 12 | 4 |
Liability | Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Number of Instruments | instrument | 7 | 2 |
Derivative liability | $ (1,021,724) | $ (300,929) |
Assets | Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Number of Instruments | instrument | 5 | 2 |
Derivative Asset | $ 34,567 | $ 151,215 |
REIT I | Liability | Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Number of Instruments | instrument | 3 | |
Derivative liability | $ (51,514) | |
REIT I | Assets | Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Number of Instruments | instrument | 5 | |
Derivative Asset | $ 34,567 |
INTEREST RATE SWAP DERIVATIVE_4
INTEREST RATE SWAP DERIVATIVES (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($)instrument | Dec. 31, 2018USD ($) | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Unrealized gain (loss) on derivatives | $ | $ (970,210) | $ (149,714) |
REIT I | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Number of additional derivative instruments acquired | instrument | 8 |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Related Party Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Receivable | $ 2,332 | $ 16,838 |
Payable | 630,820 | 979,174 |
Accrual organization and offering cost, related party | 9,224,997 | |
Asset management fees | ||
Related Party Transaction [Line Items] | ||
Incurred | 2,777,021 | 2,004,760 |
Receivable | 0 | 0 |
Payable | $ 0 | 0 |
Related party transaction fees, percentage | 0.10% | |
Reimbursable operating expense | ||
Related Party Transaction [Line Items] | ||
Incurred | $ 528,000 | 0 |
Receivable | 0 | 0 |
Payable | 0 | 0 |
Subordinated participation fees | ||
Related Party Transaction [Line Items] | ||
Incurred | 0 | 839,050 |
Receivable | 0 | 0 |
Payable | 0 | 839,050 |
Fees to affiliates | ||
Related Party Transaction [Line Items] | ||
Incurred | 3,305,021 | 2,843,810 |
Receivable | 0 | 0 |
Payable | 0 | 0 |
Property management fees | ||
Related Party Transaction [Line Items] | ||
Incurred | 224,922 | 174,529 |
Receivable | 0 | 0 |
Payable | 0 | 96,792 |
Directors and officers insurance and other reimbursements | ||
Related Party Transaction [Line Items] | ||
Incurred | 250,892 | 128,512 |
Receivable | 0 | 0 |
Payable | 0 | 30,164 |
Expense reimbursements from Sponsor | ||
Related Party Transaction [Line Items] | ||
Incurred | (332,337) | (1,136,469) |
Receivable | 0 | 16,838 |
Payable | 0 | 0 |
Acquisition fees | ||
Related Party Transaction [Line Items] | ||
Incurred | 746,459 | 2,752,339 |
Receivable | 0 | 0 |
Payable | 0 | 0 |
Financing coordination fees | ||
Related Party Transaction [Line Items] | ||
Incurred | 107,500 | 262,050 |
Receivable | 0 | 0 |
Payable | 0 | 0 |
Reimbursable organizational and offering expenses | ||
Related Party Transaction [Line Items] | ||
Incurred | 1,206,881 | 1,503,062 |
Receivable | 0 | 0 |
Payable | 0 | 13,168 |
Due from BRIX REIT | ||
Related Party Transaction [Line Items] | ||
Incurred | 0 | 0 |
Receivable | 1,378 | 0 |
Payable | 0 | 0 |
Due from TIC | ||
Related Party Transaction [Line Items] | ||
Incurred | 0 | 0 |
Receivable | 954 | 0 |
Payable | 0 | 0 |
Notes due to Chairman of the Board | ||
Related Party Transaction [Line Items] | ||
Incurred | 0 | 0 |
Receivable | 0 | 0 |
Payable | 630,820 | 0 |
Asset management fees due from BRIX REIT, Inc. | ||
Related Party Transaction [Line Items] | ||
Receivable | 285,818 | |
Advisor | Reimbursable organizational and offering expenses | ||
Related Party Transaction [Line Items] | ||
Payable | $ 0 | $ 0 |
Related party transaction fees, percentage | 0.025% | |
Sponsor | Reimbursable organizational and offering expenses | ||
Related Party Transaction [Line Items] | ||
Gross offering proceeds, percentage | 3.00% | 3.00% |
Sponsor | Legal Fees Reimbursement | ||
Related Party Transaction [Line Items] | ||
Employment related legal fees | $ (40,914) | $ 261,370 |
Maximum | Reimbursable organizational and offering expenses | ||
Related Party Transaction [Line Items] | ||
Incurred | $ 5,429,105 |
RELATED PARTY TRANSACTIONS Addi
RELATED PARTY TRANSACTIONS Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($)property | Dec. 31, 2018USD ($)property | |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 630,820 | $ 979,174 |
Property management fees percentage | 1.50% | |
Number of real estate properties under property management services | property | 10 | 10 |
Leasing commissions and fees, percentage of rents | 6.00% | |
Leasing commission fee, renewal rate | 3.00% | |
Limitation as of average invested assets (as a percent) | 2.00% | |
Limitation as of net income (as a percent) | 25.00% | 25.00% |
Hosting services agreement, term | 3 years | |
Advisor | ||
Related Party Transaction [Line Items] | ||
Financing coordination fees percentage | 1.00% | |
Subordinated participation fees percentage | 30.00% | |
Leasing Commission Fees | ||
Related Party Transaction [Line Items] | ||
Amount paid for related party transactions | $ 0 | $ 0 |
Waiver of asset management fees | ||
Related Party Transaction [Line Items] | ||
Monthly asset management fees waive percentage | 0.025% | |
Financing coordination fees | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 0 | 0 |
Amount paid for related party transactions | $ 107,500 | 262,050 |
Property Selling Fee | ||
Related Party Transaction [Line Items] | ||
Related party transaction fees, percentage | 3.00% | |
Due from TIC | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 0 | 0 |
Amount paid for related party transactions | 0 | 0 |
Reimbursable organizational and offering expenses | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 0 | 13,168 |
Amount paid for related party transactions | 1,206,881 | $ 1,503,062 |
Accrual organization and offering cost | $ 5,429,105 | |
Reimbursable organizational and offering expenses | Sponsor | ||
Related Party Transaction [Line Items] | ||
Gross offering proceeds, percentage | 3.00% | 3.00% |
Reimbursable organizational and offering expenses | Advisor | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 0 | $ 0 |
Related party transaction fees, percentage | 0.025% | |
Payroll Expense Reimbursement from Sponsor | ||
Related Party Transaction [Line Items] | ||
Amount paid for related party transactions | $ 373,251 | 875,100 |
Advisor fees, Acquisition fees | ||
Related Party Transaction [Line Items] | ||
Related party transaction fees, percentage | 3.00% | |
Asset Management Fees | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 0 | 0 |
Amount paid for related party transactions | $ 2,777,021 | 2,004,760 |
Related party transaction fees, percentage | 0.10% | |
Expense reimbursements from Sponsor | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 0 | 0 |
Amount paid for related party transactions | (332,337) | (1,136,469) |
Disposition Fees | ||
Related Party Transaction [Line Items] | ||
Amount paid for related party transactions | $ 0 | 0 |
Related party transaction fees, percentage | 6.00% | |
Subordinated participation fees | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 0 | 839,050 |
Amount paid for related party transactions | 0 | 839,050 |
Reimbursable operating expense | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 0 | 0 |
Amount paid for related party transactions | 528,000 | 0 |
Secured Notes Payable | Board of Directors Chairman | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 630,820 | |
Related party transaction fees, percentage | 10.00% | |
Balloon payment due at maturity | $ 437,862 | |
Secured Notes Payable, Note One | Board of Directors Chairman | ||
Related Party Transaction [Line Items] | ||
Balloon payment due at maturity | 218,931 | |
Secured Notes Payable, Note Two | Board of Directors Chairman | ||
Related Party Transaction [Line Items] | ||
Balloon payment due at maturity | $ 218,931 | |
Asset management fees | ||
Related Party Transaction [Line Items] | ||
Related party transaction fees, percentage | 0.10% | |
Maximum | Reimbursable organizational and offering expenses | ||
Related Party Transaction [Line Items] | ||
Amount paid for related party transactions | $ 5,429,105 | |
Maximum | Advisor fees, Acquisition fees | ||
Related Party Transaction [Line Items] | ||
Related party transaction fees, percentage | 6.00% | |
Directors Not Including Executive Officers | ||
Related Party Transaction [Line Items] | ||
Payments to independent member of Company's board of directors for services rendered | $ 372,500 | 167,835 |
Due to related parties | $ 57,500 | $ 0 |
RELATED PARTY TRANSACTIONS RELA
RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTIONS - Advisor Fees to Santa Clara (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Santa Clara | Asset management fees | ||
Related Party Transaction [Line Items] | ||
Amount paid for related party transactions | $ 191,907 | $ 191,907 |
RELATED PARTY TRANSACTIONS RE_2
RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTIONS - Advisor Fees to REIT I (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Acquisition fees | ||
Related Party Transaction [Line Items] | ||
Amount paid for related party transactions | $ 746,459 | $ 2,752,339 |
REIT I | ||
Related Party Transaction [Line Items] | ||
Amount paid for related party transactions | 51,768 | 71,177 |
REIT I | Asset management fees | ||
Related Party Transaction [Line Items] | ||
Amount paid for related party transactions | 34,968 | 38,903 |
REIT I | Other | ||
Related Party Transaction [Line Items] | ||
Amount paid for related party transactions | $ 16,800 | $ 32,274 |
Additional Information (Details
Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 27, 2020 | |
COMMITMENTS AND CONTINGENCIES [Line Items] | |||||
Percentage of share in property owned | 72.70% | 72.70% | |||
Restricted cash | $ 113,362 | $ 3,503,242 | |||
Operating lease, discount rate | 5.75% | ||||
Stock repurchase program, shares authorized (in shares) | 2,376,509 | ||||
Repurchases of common stock | $ 12,145,903 | 8,688,479 | |||
Lease Agreements | |||||
COMMITMENTS AND CONTINGENCIES [Line Items] | |||||
Obligation amount to pay for site and tenant improvements | 98,329 | 3,177,343 | |||
Restricted cash | $ 92,684 | $ 3,486,927 | |||
Maximum | |||||
COMMITMENTS AND CONTINGENCIES [Line Items] | |||||
Shares authorized to be repurchased per month (as a percent) | 2.00% | ||||
Shares authorized to be repurchased per quarter (as a percent) | 5.00% | ||||
Subsequent Event | |||||
COMMITMENTS AND CONTINGENCIES [Line Items] | |||||
Stock repurchase program, authorized amount | $ 17,820,513 | ||||
Repurchases of common stock | $ 9,091,146 | ||||
Common Class C | Subsequent Event | |||||
COMMITMENTS AND CONTINGENCIES [Line Items] | |||||
Stock repurchase program, shares authorized (in shares) | 1,737,191 | ||||
Repurchases of common stock (in shares) | 895,216 | ||||
Common Class S | Subsequent Event | |||||
COMMITMENTS AND CONTINGENCIES [Line Items] | |||||
Stock repurchase program, shares authorized (in shares) | 3,309 | ||||
Repurchases of common stock (in shares) | 0 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES -Maturities of Operating Lease Liability (Details) | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 579,798 |
2021 | 554,772 |
2022 | 620,444 |
2023 | 639,928 |
2024 | 322,483 |
Total undiscounted lease payments | 2,717,425 |
Less imputed interest | (330,548) |
Operating lease liability | $ 2,386,877 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Mar. 09, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Jan. 06, 2020 | Jan. 02, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Mar. 31, 2020 | Mar. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 30, 2020 | Mar. 27, 2020 | Mar. 02, 2020 | Feb. 01, 2020 | Jan. 24, 2020 | Jan. 14, 2019 | Jan. 19, 2018 |
Subsequent Event [Line Items] | ||||||||||||||||||
Payment for tenant improvements | $ 3,486,927 | $ 0 | ||||||||||||||||
Proceeds from issuance of common stock and investor deposits | 34,555,691 | 44,223,885 | ||||||||||||||||
Dividends | $ 10,585,519 | 8,281,817 | ||||||||||||||||
Stock repurchase program, shares authorized (in shares) | 2,376,509 | |||||||||||||||||
Repurchases of common stock | $ 12,145,903 | $ 8,688,479 | ||||||||||||||||
Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Distributions declared per share per day (in usd per share) | $ 0.0019221 | $ 0.0019221 | $ 0.00191257 | |||||||||||||||
Dividends | $ 1,382,532 | $ 1,391,612 | ||||||||||||||||
Stock repurchase program, authorized amount | $ 17,820,513 | |||||||||||||||||
Repurchases of common stock | $ 9,091,146 | |||||||||||||||||
Common Class C | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Stock repurchase program, shares authorized (in shares) | 1,737,191 | |||||||||||||||||
Repurchases of common stock (in shares) | 895,216 | |||||||||||||||||
Common Class S | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Net asset value (in usd per share) | $ 10.16 | $ 10.05 | ||||||||||||||||
Common Class S | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Common stock issued in transaction (in shares) | 187,295 | |||||||||||||||||
Proceeds from issuance of common stock and investor deposits | $ 1,900,868 | |||||||||||||||||
Stock repurchase program, shares authorized (in shares) | 3,309 | |||||||||||||||||
Repurchases of common stock (in shares) | 0 | |||||||||||||||||
Net asset value (in usd per share) | $ 10.16 | $ 10.16 | $ 10.27 | |||||||||||||||
Distribution Reinvestment Plan | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Dividends | 851,331 | $ 830,660 | ||||||||||||||||
Distribution Reinvestment Plan | Common Class C | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Common stock issued in transaction (in shares) | 1,673,199 | |||||||||||||||||
Proceeds from issuance of common stock and investor deposits | $ 16,893,207 | |||||||||||||||||
Distribution Reinvestment Plan | Common Class S | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Common stock issued in transaction (in shares) | 2,982 | |||||||||||||||||
Proceeds from issuance of common stock and investor deposits | $ 30,318 | |||||||||||||||||
Short-term Notes Payable | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | |||||||||||||||||
Short-term Notes Payable | Chevron Gas Station, Roseville | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Face value | $ 2,000,000 | |||||||||||||||||
Short-term Notes Payable | Chevron Gas Station, San Jose | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Face value | $ 2,000,000 | |||||||||||||||||
Convertible Notes Payable | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Face value | $ 4,800,000 | |||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | |||||||||||||||||
Aggregate fair value | $ 1,242,233 | |||||||||||||||||
Notes payable extension fee percentage | 2.00% | |||||||||||||||||
Notes payable extension fee | $ 24,845 | |||||||||||||||||
Convertible Notes Payable | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 10.00% | 10.00% | ||||||||||||||||
Notes payable extension fee percentage | 2.00% | |||||||||||||||||
Notes payable extension fee | $ 24,845 | |||||||||||||||||
Maximum | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Gross offering proceeds, percentage | 3.00% | |||||||||||||||||
Retail | Walgreens, Santa Maria | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Payment for tenant improvements | $ 490,000 | |||||||||||||||||
Office | Accredo Health | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Leasing commission paid | $ 215,713 | |||||||||||||||||
Registered Offering | Common Class C | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Common stock issued in transaction (in shares) | 18,517,936 | |||||||||||||||||
Proceeds from issuance of common stock and investor deposits | $ 186,123,756 | |||||||||||||||||
North Capital | Follow-on Offering | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Sale of stock, dealer, service fees | $ 12,000 | |||||||||||||||||
Sale of stock, dealer, monthly variable fees, percentage of common stock purchase price | 0.60% | |||||||||||||||||
Sale of stock, dealer, aggregate gross proceeds, threshold one | $ 25,000,000 | |||||||||||||||||
Sale of stock, dealer, monthly variable fees, percentage of common stock purchase price, threshold two | 0.50% | |||||||||||||||||
Sale of stock, dealer, aggregate gross proceeds, threshold two | $ 75,000,000 | |||||||||||||||||
Sale of stock, dealer, payment of monthly retainer | 60,000 | |||||||||||||||||
Sale of stock, dealer, maximum retainer | $ 180,000 |
Schedule III-Real Estate Asse_2
Schedule III-Real Estate Assets and Accumulated Depreciation and Amortization - Schedule of Properties (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Real Estate [Line Items] | |||
Encumbrances | $ 195,739,481 | ||
Land | 86,775,988 | ||
Buildings & Improvements | 327,480,193 | ||
Total | 414,256,181 | ||
Costs Capitalized Subsequent to Acquisition | 9,691,307 | ||
Land | 86,775,988 | ||
Buildings & Improvements | 337,171,500 | ||
Total | 423,947,488 | $ 235,212,009 | $ 138,810,355 |
Accumulated Depreciation and Amortization | (20,411,794) | ||
Net | 403,535,694 | ||
Accredo Health | |||
Real Estate [Line Items] | |||
Encumbrances | 4,738,338 | ||
Land | 1,706,641 | ||
Buildings & Improvements | 9,003,859 | ||
Total | 10,710,500 | ||
Costs Capitalized Subsequent to Acquisition | 198,986 | ||
Land | 1,706,641 | ||
Buildings & Improvements | 9,202,845 | ||
Total | 10,909,486 | ||
Accumulated Depreciation and Amortization | (1,754,846) | ||
Net | 9,154,640 | ||
Walgreens | |||
Real Estate [Line Items] | |||
Encumbrances | 2,115,104 | ||
Land | 1,033,105 | ||
Buildings & Improvements | 3,820,266 | ||
Total | 4,853,371 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 1,033,105 | ||
Buildings & Improvements | 3,820,266 | ||
Total | 4,853,371 | ||
Accumulated Depreciation and Amortization | (1,175,073) | ||
Net | 3,678,298 | ||
Dollar General | |||
Real Estate [Line Items] | |||
Encumbrances | 634,809 | ||
Land | 293,912 | ||
Buildings & Improvements | 1,104,202 | ||
Total | 1,398,114 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 293,912 | ||
Buildings & Improvements | 1,104,202 | ||
Total | 1,398,114 | ||
Accumulated Depreciation and Amortization | (125,762) | ||
Net | 1,272,352 | ||
Dollar General | |||
Real Estate [Line Items] | |||
Encumbrances | 640,014 | ||
Land | 212,036 | ||
Buildings & Improvements | 1,472,393 | ||
Total | 1,684,429 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 212,036 | ||
Buildings & Improvements | 1,472,393 | ||
Total | 1,684,429 | ||
Accumulated Depreciation and Amortization | (160,948) | ||
Net | 1,523,481 | ||
Dollar General | |||
Real Estate [Line Items] | |||
Encumbrances | 640,014 | ||
Land | 217,912 | ||
Buildings & Improvements | 1,088,678 | ||
Total | 1,306,590 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 217,912 | ||
Buildings & Improvements | 1,088,678 | ||
Total | 1,306,590 | ||
Accumulated Depreciation and Amortization | (120,834) | ||
Net | 1,185,756 | ||
Dollar General | |||
Real Estate [Line Items] | |||
Encumbrances | 634,809 | ||
Land | 283,578 | ||
Buildings & Improvements | 1,002,457 | ||
Total | 1,286,035 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 283,578 | ||
Buildings & Improvements | 1,002,457 | ||
Total | 1,286,035 | ||
Accumulated Depreciation and Amortization | (115,853) | ||
Net | 1,170,182 | ||
Dollar General | |||
Real Estate [Line Items] | |||
Encumbrances | 634,809 | ||
Land | 176,515 | ||
Buildings & Improvements | 1,037,214 | ||
Total | 1,213,729 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 176,515 | ||
Buildings & Improvements | 1,037,214 | ||
Total | 1,213,729 | ||
Accumulated Depreciation and Amortization | (118,901) | ||
Net | 1,094,828 | ||
Dollar General | |||
Real Estate [Line Items] | |||
Encumbrances | 634,809 | ||
Land | 154,676 | ||
Buildings & Improvements | 1,033,818 | ||
Total | 1,188,494 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 154,676 | ||
Buildings & Improvements | 1,033,818 | ||
Total | 1,188,494 | ||
Accumulated Depreciation and Amortization | (115,524) | ||
Net | 1,072,970 | ||
Dana | |||
Real Estate [Line Items] | |||
Encumbrances | 4,551,250 | ||
Land | 1,290,863 | ||
Buildings & Improvements | 8,312,917 | ||
Total | 9,603,780 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 1,290,863 | ||
Buildings & Improvements | 8,312,917 | ||
Total | 9,603,780 | ||
Accumulated Depreciation and Amortization | (1,492,171) | ||
Net | 8,111,609 | ||
Northrop Grumman | Office | |||
Real Estate [Line Items] | |||
Encumbrances | 5,666,866 | ||
Land | 1,191,024 | ||
Buildings & Improvements | 12,533,166 | ||
Total | 13,724,190 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 1,191,024 | ||
Buildings & Improvements | 12,533,166 | ||
Total | 13,724,190 | ||
Accumulated Depreciation and Amortization | (2,185,956) | ||
Net | 11,538,234 | ||
exp US Services | |||
Real Estate [Line Items] | |||
Encumbrances | 3,385,353 | ||
Land | 785,801 | ||
Buildings & Improvements | 5,522,567 | ||
Total | 6,308,368 | ||
Costs Capitalized Subsequent to Acquisition | 136,547 | ||
Land | 785,801 | ||
Buildings & Improvements | 5,659,114 | ||
Total | 6,444,915 | ||
Accumulated Depreciation and Amortization | (609,311) | ||
Net | 5,835,604 | ||
Harley | |||
Real Estate [Line Items] | |||
Encumbrances | 6,748,029 | ||
Land | 1,145,196 | ||
Buildings & Improvements | 12,033,092 | ||
Total | 13,178,288 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 1,145,196 | ||
Buildings & Improvements | 12,033,092 | ||
Total | 13,178,288 | ||
Accumulated Depreciation and Amortization | (907,230) | ||
Net | 12,271,058 | ||
Wyndham | |||
Real Estate [Line Items] | |||
Encumbrances | 5,716,200 | ||
Land | 4,144,069 | ||
Buildings & Improvements | 5,972,433 | ||
Total | 10,116,502 | ||
Costs Capitalized Subsequent to Acquisition | 959,213 | ||
Land | 4,144,069 | ||
Buildings & Improvements | 6,931,646 | ||
Total | 11,075,715 | ||
Accumulated Depreciation and Amortization | (815,730) | ||
Net | 10,259,985 | ||
Williams-Sonoma | |||
Real Estate [Line Items] | |||
Encumbrances | 4,530,600 | ||
Land | 3,546,744 | ||
Buildings & Improvements | 4,028,821 | ||
Total | 7,575,565 | ||
Costs Capitalized Subsequent to Acquisition | 1,054,532 | ||
Land | 3,546,744 | ||
Buildings & Improvements | 5,083,353 | ||
Total | 8,630,097 | ||
Accumulated Depreciation and Amortization | (746,900) | ||
Net | 7,883,197 | ||
Omnicare | |||
Real Estate [Line Items] | |||
Encumbrances | 4,273,552 | ||
Land | 800,772 | ||
Buildings & Improvements | 6,523,599 | ||
Total | 7,324,371 | ||
Costs Capitalized Subsequent to Acquisition | 219,818 | ||
Land | 800,772 | ||
Buildings & Improvements | 6,743,417 | ||
Total | 7,544,189 | ||
Accumulated Depreciation and Amortization | (587,875) | ||
Net | 6,956,314 | ||
EMCOR | |||
Real Estate [Line Items] | |||
Encumbrances | 2,862,484 | ||
Land | 427,589 | ||
Buildings & Improvements | 5,996,509 | ||
Total | 6,424,098 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 427,589 | ||
Buildings & Improvements | 5,996,509 | ||
Total | 6,424,098 | ||
Accumulated Depreciation and Amortization | (424,764) | ||
Net | 5,999,334 | ||
Husqvarna | |||
Real Estate [Line Items] | |||
Encumbrances | 6,379,182 | ||
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 | (756,557) | ||
Net | 12,097,591 | ||
AvAir | |||
Real Estate [Line Items] | |||
Encumbrances | 14,575,000 | ||
Land | 3,493,673 | ||
Buildings & Improvements | 23,864,227 | ||
Total | 27,357,900 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 3,493,673 | ||
Buildings & Improvements | 23,864,227 | ||
Total | 27,357,900 | ||
Accumulated Depreciation and Amortization | (1,417,062) | ||
Net | 25,940,838 | ||
3M | |||
Real Estate [Line Items] | |||
Encumbrances | 8,290,000 | ||
Land | 758,780 | ||
Buildings & Improvements | 16,360,400 | ||
Total | 17,119,180 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 758,780 | ||
Buildings & Improvements | 16,360,400 | ||
Total | 17,119,180 | ||
Accumulated Depreciation and Amortization | (2,231,246) | ||
Net | 14,887,934 | ||
Cummins | |||
Real Estate [Line Items] | |||
Encumbrances | 8,458,600 | ||
Land | 3,347,960 | ||
Buildings & Improvements | 12,654,529 | ||
Total | 16,002,489 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 3,347,960 | ||
Buildings & Improvements | 12,654,529 | ||
Total | 16,002,489 | ||
Accumulated Depreciation and Amortization | (1,357,376) | ||
Net | 14,645,113 | ||
Northrop Grumman Parcel | Land | |||
Real Estate [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 | ||
24 Hour Fitness | |||
Real Estate [Line Items] | |||
Encumbrances | 6,283,898 | ||
Land | 3,121,985 | ||
Buildings & Improvements | 9,536,325 | ||
Total | 12,658,310 | ||
Costs Capitalized Subsequent to Acquisition | 31,448 | ||
Land | 3,121,985 | ||
Buildings & Improvements | 9,567,773 | ||
Total | 12,689,758 | ||
Accumulated Depreciation and Amortization | (653,647) | ||
Net | 12,036,111 | ||
Texas Health | |||
Real Estate [Line Items] | |||
Encumbrances | 4,400,000 | ||
Land | 1,827,914 | ||
Buildings & Improvements | 5,862,010 | ||
Total | 7,689,924 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 1,827,914 | ||
Buildings & Improvements | 5,862,010 | ||
Total | 7,689,924 | ||
Accumulated Depreciation and Amortization | (384,029) | ||
Net | 7,305,895 | ||
Bon Secours | |||
Real Estate [Line Items] | |||
Encumbrances | 5,250,000 | ||
Land | 1,658,659 | ||
Buildings & Improvements | 9,184,248 | ||
Total | 10,842,907 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 1,658,659 | ||
Buildings & Improvements | 9,184,248 | ||
Total | 10,842,907 | ||
Accumulated Depreciation and Amortization | (526,238) | ||
Net | 10,316,669 | ||
Costco | |||
Real Estate [Line Items] | |||
Encumbrances | 18,850,000 | ||
Land | 8,202,915 | ||
Buildings & Improvements | 21,825,853 | ||
Total | 30,028,768 | ||
Costs Capitalized Subsequent to Acquisition | 28,786 | ||
Land | 8,202,915 | ||
Buildings & Improvements | 21,854,639 | ||
Total | 30,057,554 | ||
Accumulated Depreciation and Amortization | (1,352,612) | ||
Net | 28,704,942 | ||
Taylor Fresh Foods | |||
Real Estate [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 | (275,349) | ||
Net | 36,813,037 | ||
Chevron Gas Station, San Jose | |||
Real Estate [Line Items] | |||
Encumbrances | 0 | ||
Land | 3,787,021 | ||
Buildings & Improvements | 349,180 | ||
Total | 4,136,201 | ||
Costs Capitalized Subsequent to Acquisition | 64,135 | ||
Land | 3,787,021 | ||
Buildings & Improvements | 413,315 | ||
Total | 4,200,336 | ||
Accumulated Depreciation and Amortization | 0 | ||
Net | 4,200,336 | ||
Levins | |||
Real Estate [Line Items] | |||
Encumbrances | 2,079,793 | ||
Land | 1,404,863 | ||
Buildings & Improvements | 3,204,715 | ||
Total | 4,609,578 | ||
Costs Capitalized Subsequent to Acquisition | 41,739 | ||
Land | 1,404,863 | ||
Buildings & Improvements | 3,246,454 | ||
Total | 4,651,317 | ||
Accumulated Depreciation and Amortization | 0 | ||
Net | 4,651,317 | ||
Chevron Gas Station, Roseville | |||
Real Estate [Line Items] | |||
Encumbrances | 0 | ||
Land | 2,636,663 | ||
Buildings & Improvements | 899,927 | ||
Total | 3,536,590 | ||
Costs Capitalized Subsequent to Acquisition | 248,396 | ||
Land | 2,636,663 | ||
Buildings & Improvements | 1,148,323 | ||
Total | 3,784,986 | ||
Accumulated Depreciation and Amortization | 0 | ||
Net | 3,784,986 | ||
Island Pacific Supermarket | |||
Real Estate [Line Items] | |||
Encumbrances | 1,891,225 | ||
Land | 676,981 | ||
Buildings & Improvements | 1,877,222 | ||
Total | 2,554,203 | ||
Costs Capitalized Subsequent to Acquisition | 203,603 | ||
Land | 676,981 | ||
Buildings & Improvements | 2,080,825 | ||
Total | 2,757,806 | ||
Accumulated Depreciation and Amortization | 0 | ||
Net | 2,757,806 | ||
Dollar General | |||
Real Estate [Line Items] | |||
Encumbrances | 2,324,338 | ||
Land | 1,099,458 | ||
Buildings & Improvements | 3,824,688 | ||
Total | 4,924,146 | ||
Costs Capitalized Subsequent to Acquisition | 237,198 | ||
Land | 1,099,458 | ||
Buildings & Improvements | 4,061,886 | ||
Total | 5,161,344 | ||
Accumulated Depreciation and Amortization | 0 | ||
Net | 5,161,344 | ||
Rite Aid | |||
Real Estate [Line Items] | |||
Encumbrances | 3,659,338 | ||
Land | 3,939,724 | ||
Buildings & Improvements | 3,118,185 | ||
Total | 7,057,909 | ||
Costs Capitalized Subsequent to Acquisition | 204,621 | ||
Land | 3,939,724 | ||
Buildings & Improvements | 3,322,806 | ||
Total | 7,262,530 | ||
Accumulated Depreciation and Amortization | 0 | ||
Net | 7,262,530 | ||
PMI Preclinical | |||
Real Estate [Line Items] | |||
Encumbrances | 4,118,613 | ||
Land | 4,774,497 | ||
Buildings & Improvements | 5,243,803 | ||
Total | 10,018,300 | ||
Costs Capitalized Subsequent to Acquisition | 62,099 | ||
Land | 4,774,497 | ||
Buildings & Improvements | 5,305,902 | ||
Total | 10,080,399 | ||
Accumulated Depreciation and Amortization | 0 | ||
Net | 10,080,399 | ||
EcoThrift | |||
Real Estate [Line Items] | |||
Encumbrances | 2,639,237 | ||
Land | 2,300,717 | ||
Buildings & Improvements | 3,103,932 | ||
Total | 5,404,649 | ||
Costs Capitalized Subsequent to Acquisition | 419,423 | ||
Land | 2,300,717 | ||
Buildings & Improvements | 3,523,355 | ||
Total | 5,824,072 | ||
Accumulated Depreciation and Amortization | 0 | ||
Net | 5,824,072 | ||
GSA (MSHA) | |||
Real Estate [Line Items] | |||
Encumbrances | 1,796,361 | ||
Land | 399,062 | ||
Buildings & Improvements | 2,869,790 | ||
Total | 3,268,852 | ||
Costs Capitalized Subsequent to Acquisition | 86,531 | ||
Land | 399,062 | ||
Buildings & Improvements | 2,956,321 | ||
Total | 3,355,383 | ||
Accumulated Depreciation and Amortization | 0 | ||
Net | 3,355,383 | ||
PreK Education | |||
Real Estate [Line Items] | |||
Encumbrances | 5,140,343 | ||
Land | 963,044 | ||
Buildings & Improvements | 11,411,964 | ||
Total | 12,375,008 | ||
Costs Capitalized Subsequent to Acquisition | 520,206 | ||
Land | 963,044 | ||
Buildings & Improvements | 11,932,170 | ||
Total | 12,895,214 | ||
Accumulated Depreciation and Amortization | 0 | ||
Net | 12,895,214 | ||
Dollar Tree | |||
Real Estate [Line Items] | |||
Encumbrances | 0 | ||
Land | 159,829 | ||
Buildings & Improvements | 1,020,053 | ||
Total | 1,179,882 | ||
Costs Capitalized Subsequent to Acquisition | 213,783 | ||
Land | 159,829 | ||
Buildings & Improvements | 1,233,836 | ||
Total | 1,393,665 | ||
Accumulated Depreciation and Amortization | 0 | ||
Net | 1,393,665 | ||
Dinan Cars | |||
Real Estate [Line Items] | |||
Encumbrances | 2,710,834 | ||
Land | 2,453,420 | ||
Buildings & Improvements | 3,522,337 | ||
Total | 5,975,757 | ||
Costs Capitalized Subsequent to Acquisition | 276,900 | ||
Land | 2,453,420 | ||
Buildings & Improvements | 3,799,237 | ||
Total | 6,252,657 | ||
Accumulated Depreciation and Amortization | 0 | ||
Net | 6,252,657 | ||
Solar Turbines | |||
Real Estate [Line Items] | |||
Encumbrances | 2,843,863 | ||
Land | 2,483,960 | ||
Buildings & Improvements | 4,722,578 | ||
Total | 7,206,538 | ||
Costs Capitalized Subsequent to Acquisition | 210,729 | ||
Land | 2,483,960 | ||
Buildings & Improvements | 4,933,307 | ||
Total | 7,417,267 | ||
Accumulated Depreciation and Amortization | 0 | ||
Net | 7,417,267 | ||
Wood Group | |||
Real Estate [Line Items] | |||
Encumbrances | 3,478,480 | ||
Land | 3,461,256 | ||
Buildings & Improvements | 6,358,532 | ||
Total | 9,819,788 | ||
Costs Capitalized Subsequent to Acquisition | 304,387 | ||
Land | 3,461,256 | ||
Buildings & Improvements | 6,662,919 | ||
Total | 10,124,175 | ||
Accumulated Depreciation and Amortization | 0 | ||
Net | 10,124,175 | ||
ITW Rippey | |||
Real Estate [Line Items] | |||
Encumbrances | 3,112,349 | ||
Land | 787,945 | ||
Buildings & Improvements | 6,392,126 | ||
Total | 7,180,071 | ||
Costs Capitalized Subsequent to Acquisition | 195,459 | ||
Land | 787,945 | ||
Buildings & Improvements | 6,587,585 | ||
Total | 7,375,530 | ||
Accumulated Depreciation and Amortization | 0 | ||
Net | 7,375,530 | ||
Dollar General | |||
Real Estate [Line Items] | |||
Encumbrances | 611,161 | ||
Land | 103,838 | ||
Buildings & Improvements | 1,114,728 | ||
Total | 1,218,566 | ||
Costs Capitalized Subsequent to Acquisition | 139,468 | ||
Land | 103,838 | ||
Buildings & Improvements | 1,254,196 | ||
Total | 1,358,034 | ||
Accumulated Depreciation and Amortization | 0 | ||
Net | 1,358,034 | ||
Gap | |||
Real Estate [Line Items] | |||
Encumbrances | 3,643,166 | ||
Land | 2,076,754 | ||
Buildings & Improvements | 5,715,144 | ||
Total | 7,791,898 | ||
Costs Capitalized Subsequent to Acquisition | 946,755 | ||
Land | 2,076,754 | ||
Buildings & Improvements | 6,661,899 | ||
Total | 8,738,653 | ||
Accumulated Depreciation and Amortization | 0 | ||
Net | 8,738,653 | ||
L-3 Communications | |||
Real Estate [Line Items] | |||
Encumbrances | 5,284,884 | ||
Land | 3,552,878 | ||
Buildings & Improvements | 8,099,339 | ||
Total | 11,652,217 | ||
Costs Capitalized Subsequent to Acquisition | 433,675 | ||
Land | 3,552,878 | ||
Buildings & Improvements | 8,533,014 | ||
Total | 12,085,892 | ||
Accumulated Depreciation and Amortization | 0 | ||
Net | 12,085,892 | ||
Sutter Health | |||
Real Estate [Line Items] | |||
Encumbrances | 14,161,776 | ||
Land | 2,443,240 | ||
Buildings & Improvements | 26,690,356 | ||
Total | 29,133,596 | ||
Costs Capitalized Subsequent to Acquisition | 2,038,069 | ||
Land | 2,443,240 | ||
Buildings & Improvements | 28,728,425 | ||
Total | 31,171,665 | ||
Accumulated Depreciation and Amortization | 0 | ||
Net | 31,171,665 | ||
Walgreens | |||
Real Estate [Line Items] | |||
Encumbrances | 3,000,000 | ||
Land | 1,832,430 | ||
Buildings & Improvements | 3,512,156 | ||
Total | 5,344,586 | ||
Costs Capitalized Subsequent to Acquisition | 214,801 | ||
Land | 1,832,430 | ||
Buildings & Improvements | 3,726,957 | ||
Total | 5,559,387 | ||
Accumulated Depreciation and Amortization | 0 | ||
Net | $ 5,559,387 |
Schedule III-Real Estate Asse_3
Schedule III-Real Estate Assets and Accumulated Depreciation and Amortization (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Real Estate [Line Items] | |
Aggregate cost of real estate for federal income tax purposes (unaudited) | $ 232,900,000 |
Tenant Improvement | |
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 | Building | |
Real Estate [Line Items] | |
Estimated useful lives (in years) | 10 years |
Maximum | Building | |
Real Estate [Line Items] | |
Estimated useful lives (in years) | 48 years |
Maximum | Tenant Improvement | |
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, 2019 | Dec. 31, 2018 | |
Real estate investments: | ||
Balance at beginning of year | $ 235,212,009 | $ 138,810,355 |
Acquisitions | 185,446,483 | 94,670,988 |
Improvements to real estate | 3,288,996 | 1,730,666 |
Balance at end of year | 423,947,488 | 235,212,009 |
Accumulated depreciation and amortization: | ||
Balance at beginning of year | (10,563,664) | (3,574,739) |
Depreciation and amortization | (9,848,130) | (6,988,925) |
Balance at end of year | $ (20,411,794) | $ (10,563,664) |