REAL ESTATE INVESTMENTS, NET | REAL ESTATE INVESTMENTS, NET As of September 30, 2021, the Company’s real estate investment portfolio consisted of 38 operating properties located in 14 states comprised of: 13 retail properties, 14 office properties and 11 industrial properties, including the TIC Interest 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 September 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 $ (2,506,329) $ 8,618,868 Dollar General Litchfield, ME 11/4/2016 Retail 1,281,812 116,302 (196,188) 1,201,926 Dollar General Wilton, ME 11/4/2016 Retail 1,543,776 140,653 (251,079) 1,433,350 Dollar General Thompsontown, PA 11/4/2016 Retail 1,199,860 106,730 (188,502) 1,118,088 Dollar General Mt. Gilead, OH 11/4/2016 Retail 1,174,188 111,847 (180,730) 1,105,305 Dollar General Lakeside, OH 11/4/2016 Retail 1,112,872 100,857 (185,485) 1,028,244 Dollar General Castalia, OH 11/4/2016 Retail 1,102,086 86,408 (180,218) 1,008,276 Northrop Grumman Melbourne, FL 3/7/2017 Office 12,382,991 1,469,737 (3,466,555) 10,386,173 exp US Services Maitland, FL 3/27/2017 Office 6,056,668 388,248 (1,001,253) 5,443,663 Harley (1) Bedford, TX 4/13/2017 Retail 12,947,054 — (1,281,445) 11,665,609 Wyndham Summerlin, NV 6/22/2017 Office 10,406,483 669,232 (1,436,091) 9,639,624 Williams Sonoma Summerlin, NV 6/22/2017 Office 8,079,612 550,486 (1,292,121) 7,337,977 Omnicare Richmond, VA 7/20/2017 Industrial 7,275,115 281,442 (1,016,164) 6,540,393 EMCOR Cincinnati, OH 8/29/2017 Office 5,960,610 463,488 (738,712) 5,685,386 Husqvarna Charlotte, NC 11/30/2017 Industrial 11,840,200 1,013,948 (1,381,471) 11,472,677 AvAir Chandler, AZ 12/28/2017 Industrial 27,357,899 — (2,631,689) 24,726,210 3M DeKalb, IL 3/29/2018 Industrial 14,762,819 2,356,361 (4,410,594) 12,708,586 Cummins Nashville, TN 4/4/2018 Office 14,538,528 1,536,998 (2,759,017) 13,316,509 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 (904,326) 6,785,598 Bon Secours Richmond, VA 10/31/2018 Office 10,399,820 800,356 (1,318,163) 9,882,013 Costco Issaquah, WA 12/20/2018 Office 27,330,797 2,765,136 (3,631,336) 26,464,597 Taylor Fresh Foods Yuma, AZ 10/24/2019 Industrial 34,194,369 2,894,017 (2,588,277) 34,500,109 Raising Cane's San Antonio, TX 7/26/2021 Retail 3,430,224 213,997 (24,221) 3,620,000 Levins Sacramento, CA 12/31/2019 Industrial 4,429,390 221,927 (386,065) 4,265,252 Dollar General Bakersfield, CA 12/31/2019 Retail 4,899,714 261,630 (257,482) 4,903,862 Labcorp San Carlos, CA 12/31/2019 Industrial 9,672,174 408,225 (357,562) 9,722,837 GSA (MSHA) Vacaville, CA 12/31/2019 Office 3,112,076 243,307 (242,401) 3,112,982 PreK Education San Antonio, TX 12/31/2019 Retail 12,447,287 555,767 (1,006,332) 11,996,722 Dollar Tree Morrow, GA 12/31/2019 Retail 1,320,367 73,298 (124,094) 1,269,571 Solar Turbines San Diego, CA 12/31/2019 Office 7,133,241 284,026 (561,523) 6,855,744 Wood Group San Diego, CA 12/31/2019 Industrial 9,869,520 539,633 (806,309) 9,602,844 ITW Rippey El Dorado, CA 12/31/2019 Industrial 7,071,143 304,387 (532,405) 6,843,125 Dollar General Big Spring, TX 12/31/2019 Retail 1,281,683 76,351 (89,195) 1,268,839 Gap Rocklin, CA 12/31/2019 Office 8,407,236 360,377 (839,188) 7,928,425 L3Harris San Diego, CA 12/31/2019 Industrial 11,631,857 454,035 (823,940) 11,261,952 Sutter Health Rancho Cordova, CA 12/31/2019 Office 29,586,023 1,616,610 (1,890,868) 29,311,765 Walgreens Santa Maria, CA 12/31/2019 Retail 5,223,442 335,945 (232,681) 5,326,706 $ 347,624,896 $ 23,784,332 $ (41,720,011) $ 329,689,217 (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, California 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, California 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 months ended September 30, 2021 and 2020 and the nine months ended September 30, 2021. 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 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 Total $ 9,506,525 Acquisition During the nine months ended September 30, 2021, the Company acquired the following real estate property: Property Acquisition Date Land Buildings and Tenant Total Raising Cane's 7/26/2021 $ 1,902,069 $ 1,528,155 $ 213,997 $ 3,644,221 During the three and nine months ended September 30, 2021, the Company recognized $47,004 of total revenue related to the above-acquired property. The noncancellable lease term of the property acquired during the nine months ended September 30, 2021 is as follows: Property Lease Expiration Raising Cane's 2/20/2028 The Company did not acquire any real estate properties during the nine months ended September 30, 2020. Dispositions The dispositions during the nine months ended September 30, 2021 and 2020 were as follows: Nine Months Ended September 30, 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 Dana Cedar Park, TX 7/7/2021 Industrial 45,465 10,000,000 4,127,638 88,361 $ 23,714,188 4,417,280 24 Hour Fitness Adjustment 115,133 Total $ 4,532,413 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. On July 7, 2021, the Company completed the sale of its Cedar Park, Texas industrial property which was leased to Dana Incorporated, but unoccupied, for $10,000,000, which generated net proceeds of $4,975,334 after repayment of the existing mortgage, commissions and closing costs. Upon the sale of the property, Dana Incorporated executed a promissory note payable to the Company for its obligation to continue to pay rent of $65,000 per month through July 2022 and pay its early termination fee of $1,381,767 no later than July 31, 2022. The unpaid amount of the Company's note receivable of $1,966,767 is presented as receivable from early termination of lease in the Company's unaudited condensed consolidated balance sheet as of September 30, 2021. On September 24, 2021, the Company received a notice of refund amounting to $115,133 related to the sale of its Las Vegas, Nevada retail property on December 16, 2020, which was formerly leased to 24 Hour Fitness. The refund relates to a portion of a holdback from sales proceeds to cover expenses by the buyer to prepare the property for lease, including the payment of accrued interest, common area maintenance, taxes, insurance and other related expenses and building permits to begin construction of improvements on the property. The refund was recognized as an adjustment to the estimate of the amount which was expected to be received and was included in gain on sale of real estate investments in the accompanying unaudited condensed consolidated statements of operations. 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 Total 113,376 $ 15,943,462 $ 1,693,642 On August 3, 2020, the Company completed the sale of its Lake Elsinore, California 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. On August 27, 2020, the Company completed the sale of its Stockbridge, Georgia 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. On September 16, 2020, the Company completed the sale of its Elk Grove, California 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 held no real estate property with a net book value that is greater than 10% of its total assets as of September 30, 2021 or December 31, 2020. Revenue Concentration No tenant represented the source of 10% of total revenues during the three and nine months ended September 30, 2021 nor during the three and nine months ended September 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 second quarter of 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 September 30, 2021. As of September 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 are as follows: October through December 2021 $ 6,687,205 2022 26,946,631 2023 25,024,065 2024 24,593,849 2025 21,424,993 2026 14,552,340 Thereafter 60,307,335 $ 179,536,418 Lease Intangible Assets, Net As of September 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 $ 23,784,332 $ 1,128,549 $ (15,097,132) Accumulated amortization (12,041,766) (405,074) 3,631,118 Net amount $ 11,742,566 $ 723,475 $ (11,466,014) The intangible assets acquired in connection with the acquisitions have a weighted average amortization period of approximately 9.3 years as of September 30, 2021. As of September 30, 2021, the amortization of intangible assets for the remaining three months ending December 31, 2021 and for each 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 2021 $ 792,583 $ 32,455 $ (363,041) 2022 2,715,030 129,823 (1,217,029) 2023 1,838,120 127,174 (921,169) 2024 1,726,446 122,543 (917,750) 2025 1,344,132 115,996 (917,750) 2026 720,006 78,557 (912,347) Thereafter 2,606,249 116,927 (6,216,928) $ 11,742,566 $ 723,475 $ (11,466,014) Weighted-average remaining amortization period 7.1 years 6.6 years 11.8 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, but unoccupied, as real estate investment held for sale. This property was sold on July 7, 2021. The Company had no real estate investments classified as held for sale as of September 30, 2021. The following table summarizes the major components of assets and liabilities related to real estate investments held for sale as of December 31, 2020 related to the Harley Davidson, EcoThrift and two Chevron properties: December 31, Assets related to real estate investments held for sale: Land, buildings and improvements $ 25,675,459 Tenant origination and absorption costs 554,788 Accumulated depreciation and amortization (1,644,508) Real estate investments held for sale, net 24,585,739 Other assets, net 1,079,361 Total assets related to real estate investments held for sale: $ 25,665,100 Liabilities related to real estate investments held for sale: Mortgage notes payable, net $ 9,088,438 Other liabilities, net 801,337 Total liabilities related to real estate investments held for sale: $ 9,889,775 The following table summarizes the major components of rental income, expenses and impairment related to the three real estate investments held for sale as of September 30, 2020 (the property previously leased to Dinan Cars located in Morgan Hill, California, the property leased to Harley Davidson located in Bedford, Texas and the property previously leased to 24 Hour Fitness located in Las Vegas, Nevada), which were included in continuing operations for the three and nine months ended September 30, 2020: Three Months Ended September 30, Nine Months Ended September 30, 2020 2020 Total revenues $ 366,673 $ 2,004,279 Expenses: Interest expense 169,871 554,009 Depreciation and amortization 145,695 554,036 Other expenses 143,173 414,115 Impairment — 10,097,710 Total expenses 458,739 11,619,870 Net loss $ (92,066) $ (9,615,591) 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 at the time of the decision). 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 second quarter of 2021. |