REAL ESTATE INVESTMENTS, NET | REAL ESTATE INVESTMENTS, NET As of September 30, 2020, the Company’s real estate investment portfolio consisted of (i) 39 operating properties located in 14 states (including the 17 operating properties of the original 20 operating properties acquired in connection with the Merger on December 31, 2019) including: 14 retail properties, 14 office properties and 11 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 operating properties as of September 30, 2020: 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 $ 1,269,349 $ (2,104,747) $ 9,020,449 Dollar General Litchfield, ME 11/4/2016 Retail 1,281,812 116,302 (155,945) 1,242,169 Dollar General Wilton, ME 11/4/2016 Retail 1,543,776 140,653 (199,575) 1,484,854 Dollar General Thompsontown, PA 11/4/2016 Retail 1,199,860 106,730 (149,835) 1,156,755 Dollar General Mt. Gilead, OH 11/4/2016 Retail 1,174,188 111,847 (143,657) 1,142,378 Dollar General Lakeside, OH 11/4/2016 Retail 1,112,872 100,857 (147,437) 1,066,292 Dollar General Castalia, OH 11/4/2016 Retail 1,102,086 86,408 (143,250) 1,045,244 Dana (1) Cedar Park, TX 12/27/2016 Industrial 6,802,876 531,439 (1,762,138) 5,572,177 Northrop Grumman Melbourne, FL 3/7/2017 Office 12,382,991 1,341,199 (2,773,228) 10,950,962 exp US Services Maitland, FL 3/27/2017 Office 6,056,668 388,248 (777,286) 5,667,630 Wyndham Summerlin, NV 6/22/2017 Office 10,406,483 669,232 (1,081,599) 9,994,116 Williams Sonoma Summerlin, NV 6/22/2017 Office 8,079,612 550,486 (980,566) 7,649,532 Omnicare Richmond, VA 7/20/2017 Industrial 7,262,747 281,442 (771,324) 6,772,865 EMCOR Cincinnati, OH 8/29/2017 Office 5,960,610 463,488 (559,314) 5,864,784 Husqvarna Charlotte, NC 11/30/2017 Industrial 11,840,200 1,013,948 (1,024,378) 11,829,770 AvAir Chandler, AZ 12/28/2017 Industrial 27,357,900 — (1,937,616) 25,420,284 3M DeKalb, IL 3/29/2018 Industrial 14,762,819 2,356,361 (3,165,253) 13,953,927 Cummins Nashville, TN 4/4/2018 Office 14,465,491 1,536,998 (1,953,297) 14,049,192 Northrop Grumman Parcel Melbourne, FL 6/21/2018 Land 329,410 — — 329,410 Texas Health Dallas, TX 9/13/2018 Office 6,976,703 713,221 (607,013) 7,082,911 Bon Secours Richmond, VA 10/31/2018 Office 10,388,751 800,356 (865,130) 10,323,977 Costco Issaquah, WA 12/20/2018 Office 27,330,797 2,765,136 (2,328,660) 27,767,273 Taylor Fresh Foods Yuma, AZ 10/24/2019 Industrial 34,194,369 2,894,017 (1,266,604) 35,821,782 Chevron Gas Station San Jose, CA 12/31/2019 Retail 4,054,759 145,577 (45,475) 4,154,861 Levins Sacramento, CA 12/31/2019 Industrial 4,429,390 221,927 (165,456) 4,485,861 Chevron Gas Station Roseville, CA 12/31/2019 Retail 3,648,571 136,415 (89,270) 3,695,716 Dollar General Bakersfield, CA 12/31/2019 Retail 4,899,714 261,630 (110,349) 5,050,995 PMI Preclinical San Carlos, CA 12/31/2019 Industrial 9,672,174 408,225 (153,241) 9,927,158 EcoThrift Sacramento, CA 12/31/2019 Retail 5,550,226 273,846 (223,109) 5,600,963 GSA (MSHA) Vacaville, CA 12/31/2019 Office 3,112,076 243,307 (103,886) 3,251,497 PreK Education San Antonio, TX 12/31/2019 Retail 12,447,287 447,927 (449,571) 12,445,643 Dollar Tree Morrow, GA 12/31/2019 Retail 1,320,367 73,298 (53,183) 1,340,482 Solar Turbines San Diego, CA 12/31/2019 Office 7,133,241 284,026 (253,605) 7,163,662 Wood Group San Diego, CA 12/31/2019 Industrial 9,731,220 392,955 (423,870) 9,700,305 ITW Rippey El Dorado, CA 12/31/2019 Industrial 7,071,143 304,387 (226,824) 7,148,706 Dollar General Big Spring, TX 12/31/2019 Retail 1,281,683 76,351 (38,227) 1,319,807 Gap Rocklin, CA 12/31/2019 Office 8,378,276 360,377 (359,480) 8,379,173 L-3 Communications San Diego, CA 12/31/2019 Industrial 11,631,857 454,035 (353,117) 11,732,775 Sutter Health Rancho Cordova, CA 12/31/2019 Office 29,555,055 1,616,610 (810,261) 30,361,404 Walgreens Santa Maria, CA 12/31/2019 Retail 5,223,442 335,945 (99,720) 5,459,667 $ 351,009,349 $ 24,274,555 $ (28,856,496) $ 346,427,408 (1) See impairment charges discussion below. Impairment Charges During late March 2020, the Company learned that there would be a substantial impact on the commercial real estate market and specifically on fitness centers due to the COVID-19 pandemic and the requirement of an indefinite and potentially extended period of store closures. On March 31, 2020, the Company received written notice from 24 Hour Fitness USA, Inc. (“24 Hour Fitness”) that due to circumstances beyond its control, including the response to the COVID-19 pandemic and directives and mandates of various governmental authorities, the Las Vegas, NV 24 Hour Fitness store leased from the Company had been closed on or about March 17, 2020 and remained closed as of the date of the tenant's notice. The tenant's notice stated that it would not make the April 2020 rent payment. The Company's special purpose subsidiary, which owns the property, immediately initiated negotiations with the tenant; however, no further rent payments were received and on June 15, 2020, the Company received written notice that the lease was formally rejected in connection with 24 Hour Fitness' Chapter 11 bankruptcy proceeding and the premises were surrendered to the Company's subsidiary. On April 1, 2020, the Company’s special purpose subsidiary initiated negotiations with the lender on the property regarding the special purpose subsidiary's request for a deferral of mortgage payments until the tenant resumed paying rent. The lender on this property did not agree to provide any substantial mortgage relief to the Company's special purpose subsidiary, but rather agreed to temporarily reduce its $32,000 monthly mortgage payment by $8,000 from May through August 2020. The Company's special purpose subsidiary determined that if it was unable to secure a replacement tenant, then it would consider allowing the lender to foreclose on, and take possession of, the property. As such, the Company concluded that it was necessary to record an impairment charge to reduce the net book value of the property to its estimated fair value. In addition, during the first quarter of 2020, the Company determined that the effects of the COVID-19 pandemic on the overall economy and commercial real estate market would also have negative impacts on the Company's ability to re-lease two vacant properties, the property formerly leased to Dinan Cars located in Morgan Hill, CA through January 31, 2020 and the property leased to Dana, but currently unoccupied, located in Cedar Park, TX. Based on an evaluation of the value of these two properties, the Company determined that impairment charges were required during the three months ended March 31, 2020 to reflect the reduction in value due to the uncertainty regarding leasing or sale prospects. Effective August 1, 2020, the Company executed an amendment for the early termination of the Dana lease from July 31, 2024 to July 31, 2022 in exchange for an early termination payment of $1,381,767 due on July 31, 2022 and continued rent payments of $65,000 per month from August 1, 2020 through July 1, 2022. In the event that the Company is able to re-lease or sell the Dana property prior to July 31, 2022, Dana would be obligated to continue paying rent of $65,000 per month through July 1, 2022 or may elect to pay a cash lump sum payment to the Company equal to the net present value of the remaining rent payments. During the three months ended March 31, 2020, the Company recorded impairment charges aggregating $9,157,068 based on the estimated fair value of the real estate properties discussed above, and during the three months ended June 30, 2020, the Company recorded an additional impairment charge of $349,457 related to its property located in Lake Elsinore, CA and leased to Rite Aid through February 29, 2028. This impairment charge represented the excess of the property's carrying value over the property's sale price less estimated selling costs (see below for discussion of the property sale). The first quarter aggregate impairment charges of $9,157,068 represented approximately 2.2% of the Company’s total investments in real estate property before impairments as of March 31, 2020 and the second quarter impairment charge of $349,457 represented approximately 0.1% of the Company’s total investments in real estate property before impairments as of June 30, 2020. There were no additional impairment charges during the three months ended September 30, 2020. The details of the Company's real estate impairment charges for the nine months ended September 30, 2020 were as follows: Property Location Nine Months Ended September 30, 2020 Rite Aid Lake Elsinore, CA $ 349,457 Dana Cedar Park, TX 2,184,395 24 Hour Fitness Las Vegas, NV 5,664,517 Dinan Cars Morgan Hill, CA 1,308,156 $ 9,506,525 Acquisitions: The Company did not acquire any real estate properties during the nine months ended September 30, 2020 or 2019. Dispositions: The Company sold the following properties during the nine months ended September 30, 2020: Property Location Disposition Date Property Type Rentable Square Feet Contract Sale Price (Loss) Gain on Sale Rite Aid Lake Elsinore, CA 8/3/2020 Retail 70,960 $ 7,250,000 $ (422) Walgreens Stockbridge, GA 8/27/2020 Retail 15,120 5,538,462 1,306,768 Island Pacific Elk Grove, CA 9/16/2020 Retail 27,296 3,155,000 387,296 113,376 $ 15,943,462 $ 1,693,642 On August 3, 2020, the Company completed the sale of its Lake Elsinore, CA retail property which was leased to Rite Aid for $7,250,000, which generated net proceeds of $3,299,016 after repayment of the existing mortgage, commissions and closing costs. Prior to the sale, the Company evaluated the Rite Aid property for impairment and recognized a $349,457 impairment charge during the three months ended June 30, 2020 in order to reduce the carrying value of the property to its estimated fair value. On August 27, 2020, the Company completed the sale of its Stockbridge, GA retail property which was leased to Walgreens for $5,538,462, which generated net proceeds of $5,296,356 after payment of commissions and closing costs. The mortgage for this property was previously repaid on August 10, 2020 in connection with the refinancing of the Accredo property as discussed in Note 7. On September 16, 2020, the Company completed the sale of its Elk Grove, CA retail property which was leased to Island Pacific for $3,155,000, which generated net proceeds of $1,124,016 after repayment of the existing mortgage, commissions and closing costs. Asset Concentration The Company holds no real estate property with a net book value that is greater than 10% of its total assets as of September 30, 2020 and December 31, 2019. Revenue Concentration No tenants represented the source of 10% of total revenues during the three or nine months ended September 30, 2020. The Company’s revenue concentration based on tenants representing greater than 10% of total revenues for the three and nine months ended September 30, 2019 was as follows: Three Months Ended Property and Location Revenue Percentage of Total Revenue Costco, Issaquah, WA $ 662,585 10.8 % AvAir, Chandler, AZ $ 671,406 11.0 % Nine Months Ended Property and Location Revenue Percentage of Total Revenue Costco, Issaquah, WA $ 2,038,609 11.4 % AvAir, Chandler, AZ $ 2,004,954 11.2 % Operating Leases The Company’s real estate properties are primarily leased to tenants under net leases for which terms and expirations vary. The Company monitors the credit of all tenants to stay abreast of any material changes in credit quality. The Company monitors tenant credit by (1) reviewing the credit ratings of tenants (or their parent companies or lease guarantors) that are rated by nationally recognized rating agencies; (2) reviewing financial statements and related metrics and information that are publicly available or that are required to be provided pursuant to the lease; (3) monitoring news reports and press releases regarding the tenants (or their parent companies or lease guarantors), and their underlying business and industry; and (4) monitoring the timeliness of rent collections. During the first four months of 2020, the Company paid an aggregate of $990,000 in lease incentives to cancel certain termination options related to two leases with Walgreens for its Santa Maria, California and Stockbridge, Georgia properties, resulting in extension of the leases for approximately 10 years each. The Stockbridge property was sold on August 27, 2020 as discussed above. As of September 30, 2020, the future minimum contractual rent payments due to the Company under the Company’s non-cancellable operating leases, excluding rents due related to real estate investments held for sale, are as follows: October through December 2020 $ 6,528,690 2021 25,681,770 2022 23,147,301 2023 19,412,451 2024 19,229,235 2025 15,813,536 Thereafter 42,540,235 $ 152,353,218 Intangibles As of September 30, 2020, the Company’s lease intangibles were as follows: Tenant Origination and Absorption Costs Above-Market Lease Intangibles Below-Market Lease Intangibles Cost $ 24,274,555 $ 1,194,720 $ (15,552,554) Accumulated amortization (8,689,796) (284,219) 2,277,721 Net amount $ 15,584,759 $ 910,501 $ (13,274,833) The intangible assets acquired in connection with the acquisitions have a weighted average amortization period of approximately 9.3 years as of September 30, 2020. As of September 30, 2020, the amortization of intangible assets for the three months ending December 31, 2020 and for each year of the next five years and thereafter is expected to be as follows: Tenant Origination and Absorption Costs Above-Market Lease Intangibles Below-Market Lease Intangibles October through December 2020 $ 1,106,918 $ 35,445 $ (383,344) 2021 3,698,643 141,779 (1,525,877) 2022 2,709,134 141,780 (1,280,223) 2023 1,832,039 139,131 (984,317) 2024 1,715,028 134,500 (980,897) 2025 1,316,375 122,383 (980,897) Thereafter 3,206,622 195,483 (7,139,278) $ 15,584,759 $ 910,501 $ (13,274,833) Weighted-average remaining amortization period 7.0 years 7.3 years 12.2 years Real Estate Investments Held For Sale As a result of the COVID-19 pandemic discussed in Note 1 , during the second quarter of 2020, the Company deemed it necessary to sell certain of its real estate investment properties to generate funds for share repurchases and certain debt obligations. During the three months ended June 30, 2020, the Company identified four real estate investment properties as held for sale. These four properties consisted of three retail properties (the property leased to Island Pacific Supermarket through May 30, 2033 located in Elk Grove, CA, the property leased to Rite Aid through February 29, 2028 located in Lake Elsinore, CA and the property leased to Walgreens through February 28, 2031 located in Stockbridge, GA) and one industrial property previously leased to Dinan Cars located in Morgan Hill, CA. These properties were classified as real estate investments held for sale, net in the Company's condensed consolidated balance sheet as of June 30, 2020. As discussed above, the three retail properties were subsequently sold during the three months ended September 30, 2020. The industrial property was sold on October 28, 2020 as discussed in Note 11 . During the three months ended September 30, 2020, the Company also determined to sell two additional retail properties (the property leased to Harley Davidson through April 12, 2032 located in Bedford, TX and the property formerly leased to 24 Hour Fitness located in Las Vegas, NV) resulting in a total of three properties classified as real estate investments held for sale as of September 30, 2020, including the Morgan Hill, CA industrial property that was sold on October 28, 2020. On September 17, 2020, the Company’s special purpose subsidiary entered into a purchase and sale agreement to sell the Las Vegas property formerly leased to 24 Hour Fitness, subject to a number of contingencies including lender approval of the buyer’s assumption of the existing mortgage. There can be no assurances that all of the contingencies will be satisfied or that the transaction will close. If the Company's special purpose subsidiary does not complete the sale of the Las Vegas property formerly leased to 24 Hour Fitness, then it would consider allowing the lender to foreclose on, and take possession of, the property. The estimated liability of $3,120,678 under a loan guarantee related to the secured mortgage was accrued and included in liabilities related to real estate held for sale on the condensed consolidated balance sheet as of September 30, 2020. The following table summarizes the major components of assets and liabilities related to real estate investments held for sale as of September 30, 2020: September 30, 2020 Assets related to real estate investments held for sale: Land, buildings and improvements $ 24,971,754 Tenant origination and absorption costs 176,276 Accumulated depreciation and amortization (2,114,912) Real estate investments held for sale, net 23,033,118 Other assets, net 864,008 Total assets related to real estate investments held for sale: $ 23,897,126 Liabilities related to real estate investments held for sale: Mortgage notes payable, net $ 14,671,370 Other liabilities, net (a) 3,934,795 Total liabilities related to real estate investments held for sale: $ 18,606,165 (a) Includes the estimated liability for a loan guarantee related to the secured mortgage for the Las Vegas, Nevada property formerly leased to 24 Hour Fitness, as a result of the evaluation of the impact of the COVID-19 pandemic on the tenant's business and the risk that the lender could foreclose on the property if the pending sale described above does not close. The following table summarizes the major components of rental income, expenses and impairment related to real estate investments held for sale as of September 30, 2020, which were included in continuing operations for the three and nine months ended September 30, 2020 and 2019: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Total revenues $ 366,673 $ 593,981 $ 2,004,279 $ 1,750,072 Expenses: Interest expense 169,871 155,722 554,009 610,583 Depreciation and amortization 145,695 198,785 554,036 594,353 Other expenses 143,173 169,520 414,115 499,998 Impairment of real estate properties/reserve — — 10,097,710 — Total expenses 458,739 524,027 11,619,870 1,704,934 Net (loss) income $ (92,066) $ 69,954 $ (9,615,591) $ 45,138 As discussed in Note 3 , the property located in Morgan Hill, CA was acquired in the Merger on December 31, 2019 and therefore did not contribute to the Company's rental income or net loss for the three and nine months ended September 30, 2019. |