REAL ESTATE INVESTMENTS, NET | REAL ESTATE INVESTMENTS, NET As of June 30, 2021, the Company’s real estate investment portfolio consisted of 38 operating properties located in 14 states comprised of: 12 retail properties, 14 office properties and 12 industrial properties, including one industrial property classified as held for sale and an approximate 72.7% undivided TIC Interest in an industrial property in Santa Clara, California, not reflected in the table below, but discussed in Note 4 . The following table provides summary information regarding the Company’s operating properties as of June 30, 2021: 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 $ 1,269,350 $ (2,444,918) $ 8,680,279 Dollar General Litchfield, ME 11/4/2016 Retail 1,281,812 116,302 (186,127) 1,211,987 Dollar General Wilton, ME 11/4/2016 Retail 1,543,776 140,653 (238,203) 1,446,226 Dollar General Thompsontown, PA 11/4/2016 Retail 1,199,860 106,730 (178,835) 1,127,755 Dollar General Mt. Gilead, OH 11/4/2016 Retail 1,174,188 111,847 (171,462) 1,114,573 Dollar General Lakeside, OH 11/4/2016 Retail 1,112,872 100,857 (175,973) 1,037,756 Dollar General Castalia, OH 11/4/2016 Retail 1,102,086 86,408 (170,976) 1,017,518 Northrop Grumman Melbourne, FL 3/7/2017 Office 12,382,991 1,469,737 (3,363,521) 10,489,207 exp US Services Maitland, FL 3/27/2017 Office 6,056,668 388,248 (945,261) 5,499,655 Harley (1) Bedford, TX 4/13/2017 Retail 12,947,054 — (1,196,054) 11,751,000 Wyndham Summerlin, NV 6/22/2017 Office 10,406,483 669,232 (1,347,468) 9,728,247 Williams Sonoma Summerlin, NV 6/22/2017 Office 8,079,612 550,486 (1,214,232) 7,415,866 Omnicare Richmond, VA 7/20/2017 Industrial 7,262,747 281,442 (954,774) 6,589,415 EMCOR Cincinnati, OH 8/29/2017 Office 5,960,610 463,488 (693,863) 5,730,235 Husqvarna Charlotte, NC 11/30/2017 Industrial 11,840,200 1,013,948 (1,292,198) 11,561,950 AvAir Chandler, AZ 12/28/2017 Industrial 27,357,899 — (2,458,171) 24,899,728 3M DeKalb, IL 3/29/2018 Industrial 14,762,819 2,356,361 (4,099,258) 13,019,922 Cummins Nashville, TN 4/4/2018 Office 14,465,491 1,536,998 (2,549,219) 13,453,270 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 (829,997) 6,859,927 Bon Secours Richmond, VA 10/31/2018 Office 10,388,751 800,356 (1,204,744) 9,984,363 Costco Issaquah, WA 12/20/2018 Office 27,330,797 2,765,136 (3,305,667) 26,790,266 Taylor Fresh Foods Yuma, AZ 10/24/2019 Industrial 34,194,369 2,894,017 (2,257,859) 34,830,527 Levins Sacramento, CA 12/31/2019 Industrial 4,429,390 221,927 (330,913) 4,320,404 Dollar General Bakersfield, CA 12/31/2019 Retail 4,899,714 261,630 (220,698) 4,940,646 Labcorp San Carlos, CA 12/31/2019 Industrial 9,672,174 408,225 (306,481) 9,773,918 GSA (MSHA) Vacaville, CA 12/31/2019 Office 3,112,076 243,307 (207,772) 3,147,611 PreK Education San Antonio, TX 12/31/2019 Retail 12,447,287 555,767 (899,142) 12,103,912 Dollar Tree Morrow, GA 12/31/2019 Retail 1,320,367 73,298 (106,366) 1,287,299 Solar Turbines San Diego, CA 12/31/2019 Office 7,133,241 284,026 (507,486) 6,909,781 Wood Group San Diego, CA 12/31/2019 Industrial 9,731,220 539,633 (742,040) 9,528,813 ITW Rippey El Dorado, CA 12/31/2019 Industrial 7,071,143 304,387 (456,010) 6,919,520 Dollar General Big Spring, TX 12/31/2019 Retail 1,281,683 76,351 (76,453) 1,281,581 Gap Rocklin, CA 12/31/2019 Office 8,378,276 360,377 (718,960) 8,019,693 L3Harris San Diego, CA 12/31/2019 Industrial 11,631,857 454,035 (706,233) 11,379,659 Sutter Health Rancho Cordova, CA 12/31/2019 Office 29,555,055 1,616,610 (1,620,523) 29,551,142 Walgreens Santa Maria, CA 12/31/2019 Retail 5,223,442 335,945 (199,441) 5,359,946 $ 343,899,970 $ 23,570,335 $ (38,377,298) $ 329,093,007 (1) Reclassified to real estate investment held for investment and use during the second quarter of 2021 from real estate held for sale beginning September 30, 2020 (see detailed 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 such as the Company's property leased at that time to 24 Hour Fitness USA, Inc. (“24 Hour Fitness”) 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 that due to circumstances beyond its control, including the response to the COVID-19 pandemic and directives and mandates of various governmental authorities affecting the Las Vegas, Nevada 24 Hour Fitness store leased from the Company, it would not make the April 2020 rent payment. Despite negotiations with the tenant, 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. The lender on the property agreed to temporarily reduce its $32,000 monthly mortgage payment by $8,000 from May through August 2020 and 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, 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 unoccupied, located in Cedar Park, Texas. Based on an evaluation of the value of these 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. During the three months ended March 31, 2020, the Company recorded impairment charges aggregating $9,157,068, based on the estimated fair values of the aforementioned real estate properties. 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. The Company determined that the impairment charge was required, representing the excess of the property's carrying value over the property's estimated sale price less estimated selling costs for the subsequent sale. The 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 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. The properties formerly leased by Rite Aid, Dinan Cars, 24 Hour Fitness and Dana were sold in August, October and December 2020 and July 2021, respectively. There were no impairment charges recorded during the three and six months ended June 30, 2021. The details of the Company's real estate impairment charges for the three and six months ended June 30, 2020 were as follows: Property Location Three Months Ended Six Months Ended Rite Aid Lake Elsinore, CA $ 349,457 $ 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 Total $ 349,457 $ 9,506,525 Acquisitions The Company did not acquire any real estate properties during the three and six months ended June 30, 2021 or during the three and six months ended June 30, 2020. See Note 12 for the description of a property leased to Raising Cane’s which the Company acquired in July 2021. Dispositions There were no disposals of properties during the three months ended June 30, 2021 nor during the three and six months ended June 30, 2020. The Company sold the following properties during the first quarter of 2021: Property Location Disposition Date Property Type Rentable Square Feet Contract Sale Price Gain on Sale Chevron Gas Station Roseville, CA 1/7/2021 Retail 3,300 $ 4,050,000 $ 228,769 EcoThrift Sacramento, CA 1/29/2021 Retail 38,536 5,375,300 51,415 Chevron Gas Station San Jose, CA 2/12/2021 Retail 1,060 4,288,888 9,458 Total 42,896 $ 13,714,188 $ 289,642 On January 7, 2021, the Company completed the sale of its Roseville, California retail property, which was leased to the operator of a Chevron gas station, for $4,050,000, which generated net proceeds of $3,914,909 after payment of commissions and closing costs. On January 29, 2021, the Company completed the sale of its Sacramento, California retail property, which was leased to EcoThrift, for $5,375,300, which generated net proceeds of $2,684,225 after repayment of the existing mortgage, commissions and closing costs. On February 12, 2021, the Company completed the sale of its San Jose, California retail property, which was leased to the operator of a Chevron gas station, for $4,288,888, which generated net proceeds of $4,054,327 after payment of commissions and closing costs. Asset Concentration The Company held no real estate property with a net book value that is greater than 10% of its total assets as of June 30, 2021 or December 31, 2020. Revenue Concentration No tenant represented the source of 10% of total revenues during the three and six months ended June 30, 2021 or during the three and six months ended June 30, 2020. 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. These costs were capitalized and are amortized over the period of the extension for the Santa Maria property and were charged to cost of sale for the Stockbridge property in August 2020. During the three months ended June 30, 2021, the tenant in the Company's PreK Education retail property in San Antonio, Texas exercised its option to extend its lease term for eight years from the original termination of July 31, 2021 to July 31, 2029 with an increase in monthly rent. The terms of the original lease required the Company to pay a $2,000,000 term completion incentive upon exercise of the option and the tenant agreed to defer the timing of this payment to no later than January 31, 2022. The deferred lease incentive is presented under prepaid and other assets and the obligation is included in accounts payable, accrued and other liabilities in the Company's balance sheet as of June 30, 2021. As of June 30, 2021, the future minimum contractual rent payments due to the Company under the Company’s non-cancellable operating leases, including lease amendments executed though the date of this report and excluding rents due related to the real estate investments held for sale, are as follows: July through December 2021 $ 13,219,545 2022 25,533,893 2023 22,070,671 2024 21,588,111 2025 18,369,437 2026 11,524,427 Thereafter 42,329,568 $ 154,635,652 Lease Intangible Assets, Net As of June 30, 2021, the Company’s lease intangible assets were as follows: Tenant Origination and Absorption Costs Above-Market Lease Intangibles Below-Market Lease Intangibles Cost $ 23,570,335 $ 1,128,549 $ (15,097,132) Accumulated amortization (11,210,646) (372,620) 3,266,545 Net amount $ 12,359,689 $ 755,929 $ (11,830,587) The intangible assets acquired in connection with the acquisitions have a weighted average amortization period of approximately 9.4 years as of June 30, 2021. As of June 30, 2021, the amortization of intangible assets for the nine months ending December 31, 2021 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 July through December 2021 $ 1,609,387 $ 64,909 $ (727,614) 2022 2,682,533 129,823 (1,217,029) 2023 1,805,532 127,174 (921,169) 2024 1,689,428 122,543 (917,750) 2025 1,311,545 115,996 (917,750) 2026 601,734 78,557 (912,347) Thereafter 2,659,530 116,927 (6,216,928) $ 12,359,689 $ 755,929 $ (11,830,587) Weighted-average remaining amortization period 7.1 years 6.8 years 11.9 years Real Estate Investments Held For Sale As a result of the COVID-19 pandemic discussed in Note 1 , starting 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 2020, the Company identified nine real estate properties (eight retail properties and one industrial property) as held for sale. During the second half of 2020, five of the nine properties (four retail properties and one industrial property) were sold. Of the four remaining retail properties held for sale as of December 31, 2020, the Company sold three retail properties during the first quarter of 2021: the EcoThrift property and the two Chevron properties (see Dispositions above for more details). The Harley Davidson retail property, which was the only property held for sale as of March 31, 2021, was reclassified as held for investment and use during the second quarter of 2021 (see discussion in Change in Plan of Sale below for more details). During the second quarter of 2021, the Company identified and reclassified the industrial property located in Cedar Park, Texas leased to Dana Incorporated as real estate investment held for sale. This unoccupied property was subsequently sold on July 7, 2021 (see Note 12 for more details). The following table summarizes the major components of assets and liabilities related to real estate investments held for sale as of June 30, 2021 (Dana property) and December 31, 2020 (Harley Davidson, EcoThrift and two Chevron properties): June 30, December 31, Assets related to real estate investments held for sale: Land, buildings and improvements $ 6,802,876 $ 25,675,459 Tenant origination and absorption costs 531,439 554,788 Accumulated depreciation and amortization (1,958,569) (1,644,508) Real estate investments held for sale, net 5,375,746 24,585,739 Other assets, net 671,265 1,079,361 Total assets related to real estate investments held for sale: $ 6,047,011 $ 25,665,100 Liabilities related to real estate investments held for sale: Mortgage notes payable, net $ 4,381,426 $ 9,088,438 Other liabilities, net 227,433 801,337 Total liabilities related to real estate investments held for sale: $ 4,608,859 $ 9,889,775 The following table summarizes the major components of rental income, expenses and impairment related to real estate investments held for sale as of June 30, 2021 (the property leased to Dana) and 2020 (the property leased to Island Pacific Supermarket located in Elk Grove, CA, the property leased to Rite Aid located in Lake Elsinore, CA, the property leased to Walgreens located in Stockbridge, GA and the property previously leased to Dinan Cars located in Morgan Hill, CA), which were included in continuing operations for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Total revenues $ 342,198 $ 312,060 $ 716,160 $ 1,480,909 Expenses: Interest expense 63,207 83,658 138,629 221,022 Depreciation and amortization 49,108 185,658 122,769 375,575 Other expenses 78,857 101,131 145,797 221,811 Impairment — 349,457 — 1,657,613 Total expenses 191,172 719,904 407,195 2,476,021 Net income (loss) $ 151,026 $ (407,844) $ 308,965 $ (995,112) Change in Plan of Sale On September 30, 2020, the Company reclassified the Harley Davidson property’s net book value (“NBV”) of $12,010,919 to real estate held for sale and suspended recording depreciation for the property as of that date. On December 31, 2020, the Company recorded an impairment loss of $632,233 based on the expected net proceeds of sale of the property of $12,117,500 compared to the property's NBV combined with the outstanding straight-line rent receivable balance. Following unsuccessful efforts to sell the property at a price which would be acceptable to the Company, the Company decided to withdraw its decision to sell the property during June 2021 and reclassified the Harley Davidson property to real estate investment held for investment and use. At the time of the decision to reclassify the property to real estate investment held for investment and use in June 2021, the carrying value of the property would have been $11,779,687 if continuously depreciated since September 30, 2020. The fair value of the property as of the June 2021 determination was $11,860,000, based on management’s value for the property in the June 30, 2021 NAV analysis (the most recent valuation). As provided by ASC 360-10, since the adjusted carrying value of the property of $11,779,687 was lower than its fair value of $11,860,000, the Company adjusted the net book value of the property to its adjusted carrying value of $11,779,687. The recording of the property at its adjusted carrying value resulted in an adjustment to reduce the impairment loss recorded as of December 31, 2020 by $400,999 during the three months ended June 30, 2021. |