Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 28, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40814 | ||
Entity Registrant Name | MODIV INC. | ||
Entity Incorporation, State or Country Code | MD | ||
Entity Tax Identification Number | 47-4156046 | ||
Entity Address, Address Line One | 120 Newport Center Drive | ||
Entity Address, City or Town | Newport Beach | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92660 | ||
City Area Code | (888) | ||
Local Phone Number | 686-6348 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 7,561,987 | ||
Documents Incorporated by Reference | The information that is required to be included in Part III of this Annual Report on Form 10-K is incorporated by reference to the definitive proxy statement to be filed by the registrant within 120 days of December 31, 2021. Only those portions of the definitive proxy statement that are specifically incorporated by reference herein shall constitute a part of this Annual Report on Form 10-K. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001645873 | ||
Class C | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class C Common Stock, $0.001 par value per share | ||
Trading Symbol | MDV | ||
Security Exchange Name | NYSE | ||
Entity Public Float | $ 184,339,089 | ||
Series A Cumulative Redeemable Preferred Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share | ||
Trading Symbol | MDV.PA | ||
Security Exchange Name | NYSE | ||
Class S | |||
Document Information [Line Items] | |||
Entity Public Float | $ 1,558,576 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 23 |
Auditor Name | BAKER TILLY US, LLP |
Auditor Location | Irvine, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Real estate investments: | ||
Land | $ 61,005,402 | $ 65,358,321 |
Building and improvements | 250,723,446 | 272,397,472 |
Tenant origination and absorption costs | 21,504,210 | 23,792,057 |
Total investments in real estate property | 333,233,058 | 361,547,850 |
Accumulated depreciation and amortization | (37,611,133) | (32,091,211) |
Total Investment in Real Estate Property, Net | 295,621,925 | 329,456,639 |
Unconsolidated investment in a real estate property (Note 4) | 9,941,338 | 10,002,368 |
Total real estate investments, net | 305,563,263 | 339,459,007 |
Real estate investments held for sale, net (Note 3) | 31,510,762 | 24,585,739 |
Total real estate investments, net | 337,074,025 | 364,044,746 |
Cash and cash equivalents | 55,965,550 | 8,248,412 |
Restricted cash | 2,441,970 | 129,118 |
Receivable from lease termination and sale of real estate property | 1,836,767 | 1,824,383 |
Tenant receivables | 5,996,919 | 6,665,790 |
Above-market lease intangibles, net | 691,019 | 820,842 |
Prepaid expenses and other assets | 6,379,099 | 2,193,441 |
Assets related to real estate investments held for sale | 788,296 | 1,079,361 |
Goodwill, net | 17,320,857 | 17,320,857 |
Intangible assets, net | 0 | 5,127,788 |
Total assets | 428,494,502 | 407,454,738 |
Liabilities and Equity | ||
Mortgage notes payable, net | 152,223,579 | 175,925,918 |
Mortgage notes payable related to real estate investments held for sale, net | 21,699,912 | 9,088,438 |
Total mortgage notes payable, net | 173,923,491 | 185,014,356 |
Credit facility | 8,022,000 | 6,000,000 |
Economic relief note payable | 0 | 517,000 |
Accounts payable, accrued and other liabilities | 11,844,881 | 7,579,624 |
Share repurchases payable | 0 | 2,980,559 |
Below-market lease intangibles, net | 11,102,940 | 12,565,737 |
Interest rate swap derivatives | 788,016 | 1,743,889 |
Liabilities related to real estate investments held for sale | 383,282 | 801,337 |
Total liabilities | 206,064,610 | 217,202,502 |
Commitments and contingencies (Note 11) | ||
Redeemable common stock | 0 | 7,365,568 |
Additional paid-in-capital | 273,441,831 | 224,288,416 |
Cumulative distributions and net losses | (101,624,430) | (92,012,686) |
Total Modiv Inc. equity | 171,826,892 | 132,283,668 |
Noncontrolling interest in the Operating Partnership | 50,603,000 | 50,603,000 |
Total equity | 222,429,892 | 182,886,668 |
Total liabilities and equity | 428,494,502 | 407,454,738 |
Series A | ||
Liabilities and Equity | ||
7.375% Series A cumulative redeemable perpetual preferred stock, $0.001 par value, 2,000,000 and no shares authorized, 2,000,000 and no shares issued and outstanding as of December 31, 2021 and 2020, respectively (Note 9) | 2,000 | 0 |
Class C | ||
Liabilities and Equity | ||
Common stock, value issued | 7,427 | 7,875 |
Class S | ||
Liabilities and Equity | ||
Common stock, value issued | $ 64 | $ 63 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Preferred Stock | ||
Preferred stock par value (in usd per share) | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 50,000,000 | |
Preferred stock, shares outstanding (in shares) | 2,000,000 | |
Series A | ||
Preferred Stock | ||
Preferred stock, dividend rate, percentage | 7.375% | |
Preferred stock par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 0 |
Preferred stock, shares issued (in shares) | 2,000,000 | 0 |
Preferred stock, shares outstanding (in shares) | 2,000,000 | 0 |
Class C | ||
Common Stock | ||
Common stock par value (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) | 7,426,636 | 7,874,541 |
Common stock, shares outstanding (in shares) | 7,426,636 | 7,874,541 |
Class S | ||
Common Stock | ||
Common stock par value (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) | 63,768 | 62,860 |
Common stock, shares outstanding (in shares) | 63,768 | 62,860 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Rental income | $ 36,222,717 | $ 38,639,460 |
Expenses: | ||
General and administrative | 12,649,042 | 10,399,194 |
Self-management transaction expense | 0 | 201,920 |
Depreciation and amortization | 15,266,936 | 17,592,253 |
Interest expense | 7,586,197 | 11,460,747 |
Property expenses | 6,691,899 | 6,999,178 |
(Reversal of)/impairment of real estate investment properties | (400,999) | 10,267,625 |
Impairment of goodwill and intangible assets | 3,767,190 | 34,572,403 |
Total expenses | 45,560,265 | 91,493,320 |
Other operating income: | ||
Gain on sale of real estate investments, net | 7,803,702 | 4,139,749 |
Real estate operating loss | (1,533,846) | (48,714,111) |
Other income (expense): | ||
Lease termination expense | 0 | (1,039,648) |
Interest income | 21,328 | 4,923 |
Income from unconsolidated investment in a real estate property | 276,042 | 296,780 |
Gain on forgiveness of economic relief note payable | 517,000 | 0 |
Other, net | 283,971 | 310,146 |
Other income (expense), net | 1,098,341 | (427,799) |
Net loss | (435,505) | (49,141,910) |
Preferred stock dividends | (1,065,278) | 0 |
Net loss attributable to common stockholders, diluted | (1,500,783) | (49,141,910) |
Net loss attributable to common stockholders, basic | $ (1,500,783) | $ (49,141,910) |
Net loss per share attributable to common stockholders, basic (in usd per share) | $ (0.20) | $ (6.14) |
Net loss per share attributable to common stockholders, diluted (in usd per share) | $ (0.20) | $ (6.14) |
Weighted-average number of common stock outstanding, basic (in shares) | 7,544,834 | 8,006,276 |
Weighted-average number of common stock outstanding, diluted (in shares) | 7,544,834 | 8,006,276 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) | Total | Series A Preferred Stock | Preferred Stock | Preferred StockSeries A Preferred Stock | Common StockClass C | Common StockClass S | Additional Paid-in Capital | Additional Paid-in CapitalSeries A Preferred Stock | Cumulative Distributions and Net Losses | Total Modiv Inc. Equity | Total Modiv Inc. EquitySeries A Preferred Stock | Noncontrolling Interest in the Operating Partnership |
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 7,882,489 | 62,202 | |||||||||
Beginning balance at Dec. 31, 2019 | $ 240,172,562 | $ 0 | $ 7,883 | $ 62 | $ 220,730,565 | $ (31,168,948) | $ 189,569,562 | $ 50,603,000 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Issuance of stock (in shares) | 665,285 | 1,509 | ||||||||||
Issuance of Stock | 17,867,390 | $ 665 | $ 2 | 17,866,723 | 17,867,390 | |||||||
Stock compensation expense (in shares) | 16,786 | |||||||||||
Stock compensation expense | 393,333 | $ 17 | 393,316 | 393,333 | ||||||||
Class P and R OP Units compensation expense | 355,134 | 355,134 | 355,134 | |||||||||
Offering costs | (1,205,317) | (1,205,317) | (1,205,317) | |||||||||
Reclassification from redeemable common stock | 3,723,565 | 3,723,565 | 3,723,565 | |||||||||
Repurchases of common stock (in shares) | (690,019) | (851) | ||||||||||
Repurchases of common stock | (17,576,261) | $ (690) | $ (1) | (17,575,570) | (17,576,261) | |||||||
Distributions declared, common stock | (11,701,828) | (11,701,828) | (11,701,828) | |||||||||
Net loss attributable to common stockholders | (49,141,910) | (49,141,910) | (49,141,910) | |||||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 7,874,541 | 62,860 | |||||||||
Ending balance at Dec. 31, 2020 | 182,886,668 | $ 0 | $ 7,875 | $ 63 | 224,288,416 | (92,012,686) | 132,283,668 | 50,603,000 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Issuance of stock (in shares) | 2,000,000 | 369,135 | 908 | |||||||||
Issuance of Stock | 8,936,697 | $ 47,607,309 | $ 2,000 | $ 369 | $ 1 | 8,936,327 | $ 47,605,309 | 8,936,697 | $ 47,607,309 | |||
Stock compensation expense (in shares) | 15,191 | |||||||||||
Stock compensation expense | 378,750 | $ 15 | 378,735 | 378,750 | ||||||||
Class P and R OP Units compensation expense | 2,387,381 | 2,387,381 | 2,387,381 | |||||||||
Offering costs | (1,418,334) | (1,418,334) | (1,418,334) | |||||||||
Reclassification from redeemable common stock | 10,346,127 | 10,346,127 | 10,346,127 | |||||||||
Repurchases of common stock (in shares) | (832,231) | |||||||||||
Repurchases of common stock | (19,082,962) | $ (832) | (19,082,130) | (19,082,962) | ||||||||
Dividends, preferred stock | (1,065,278) | (1,065,278) | (1,065,278) | |||||||||
Distributions declared, common stock | (8,110,961) | (8,110,961) | (8,110,961) | |||||||||
Net loss attributable to common stockholders | (435,505) | (435,505) | (435,505) | |||||||||
Ending balance (in shares) at Dec. 31, 2021 | 2,000,000 | 7,426,636 | 63,768 | |||||||||
Ending balance at Dec. 31, 2021 | $ 222,429,892 | $ 2,000 | $ 7,427 | $ 64 | $ 273,441,831 | $ (101,624,430) | $ 171,826,892 | $ 50,603,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (435,505) | $ (49,141,910) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 15,266,936 | 17,592,253 |
Stock compensation expense | 2,744,883 | 712,217 |
Amortization of deferred rents | 188,297 | (1,591,012) |
Amortization of deferred lease incentives | 245,438 | 61,204 |
Amortization of deferred financing costs and premium/discount | 369,286 | 1,025,093 |
Amortization of above-market lease intangibles | 129,823 | 169,857 |
Amortization of below-market lease intangibles | (1,462,797) | (1,541,313) |
(Reversal of)/impairment of real estate investment properties | (400,999) | 10,267,625 |
Impairment of goodwill and intangible assets | 3,767,190 | 34,572,403 |
Gain on sale of real estate investments, net | (7,803,702) | (4,139,749) |
Gain on forgiveness of economic relief note payable | (517,000) | 0 |
Unrealized (gain) loss on interest rate swap valuation | (970,039) | 770,898 |
Income from unconsolidated investment in a real estate property | (276,042) | (296,780) |
Distributions from unconsolidated investment in a real estate property | 337,072 | 683,000 |
Changes in operating assets and liabilities: | ||
Decrease in tenant receivables | 753,906 | 122,292 |
Increase in note receivable | (1,836,767) | 0 |
Increase in prepaid expenses and other assets | (1,348,858) | (357,458) |
Increase (decrease) in accounts payable, accrued and other liabilities | 977,563 | (2,702,556) |
Decrease in due to affiliates | 0 | (628,488) |
Net cash provided by operating activities | 9,728,685 | 5,577,576 |
Cash Flows from Investing Activities: | ||
Acquisitions of real estate investments | (15,162,305) | 0 |
Improvements to existing real estate investments | (1,356,038) | (673,631) |
Additions to intangible assets | (195,750) | (566,102) |
Collection of receivable from sale of real estate property | 1,824,383 | 0 |
Net proceeds from sale of real estate investments | 37,719,998 | 27,008,028 |
Payments of lease incentives | 0 | (990,000) |
Refundable purchase deposit | (1,000,000) | 0 |
Net cash provided by investing activities | 21,830,288 | 24,778,295 |
Cash Flows from Financing Activities: | ||
Borrowings from credit facility | 14,022,000 | 4,260,000 |
Repayments of credit facility | (12,000,000) | (6,000,000) |
Proceeds from mortgage notes payable | 25,436,000 | 35,705,500 |
Principal payments on mortgage notes payable | (36,569,537) | (45,299,688) |
Proceeds from economic relief note payable | 0 | 517,000 |
Principal payments on short-term notes payable | 0 | (4,800,000) |
Payments of deferred financing costs | (404,971) | (387,341) |
Refundable loan deposit | 18,804 | (18,804) |
Proceeds from issuance of preferred stock, net | 47,607,309 | 0 |
Proceeds from issuance of common stock | 4,336,086 | 10,908,856 |
Payment of offering costs | (1,418,334) | (1,205,317) |
Repurchases of common stock | (19,082,962) | (17,576,261) |
Distributions paid to common stockholders | (3,473,378) | (5,019,216) |
Net cash provided by (used in) financing activities | 18,471,017 | (28,915,271) |
Net increase in cash, cash equivalents and restricted cash | 50,029,990 | 1,440,600 |
Cash, cash equivalents and restricted cash, beginning of year | 8,377,530 | 6,936,930 |
Cash, cash equivalents and restricted cash, end of year | 58,407,520 | 8,377,530 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest for the years ended December 30, 2021 and 2020 (as revised) | 8,053,000 | 9,119,728 |
Supplemental disclosure of noncash flow information: | ||
Reclassifications from redeemable common stock | 10,346,127 | 3,723,565 |
Reinvested distributions from common stockholders | 4,600,611 | 6,958,534 |
Reclassification of tenant improvements from other assets to real estate investments | 73,037 | 0 |
(Decrease) increase in share repurchases payable | (2,980,559) | 2,980,559 |
Deferred lease incentives | (2,128,538) | 0 |
Increase in accrued distributions | 36,972 | 275,922 |
Increase in real estate investments held for sale | (6,925,023) | (25,217,972) |
(Decrease) increase in assets related to real estate investments held for sale | 291,065 | (1,079,361) |
Decrease (increase) in above-market lease intangibles | 50,549 | (50,549) |
Increase in mortgage notes payable related to real estate investments held for sale, | 12,611,474 | 9,088,438 |
(Decrease) increase in liabilities related to real estate investments held for sale | (418,055) | 801,337 |
(Decrease) increase in below-market lease intangibles | (325,734) | 325,734 |
(Decrease) increase in interest swap derivatives | $ (14,166) | $ 14,166 |
BUSINESS AND ORGANIZATION
BUSINESS AND ORGANIZATION | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
BUSINESS AND ORGANIZATION | BUSINESS AND ORGANIZATION Modiv Inc. (the “Company”) was incorporated on May 15, 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, of which 2,000,000 shares are designated as 7.375% Series A cumulative redeemable perpetual preferred stock (“Series A Preferred Stock”), 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's five-year emerging growth company registration with the Securities and Exchange Commission (the “SEC”) ended on December 31, 2021 but the Company continues to report with the SEC as a smaller reporting company under Rule 12b-2 of the Securities Exchange Act of 1934, as amended. Effective February 1, 2021, with the authorization of the board of directors, the Company filed Articles of Amendment to the Company’s charter in the State of Maryland in order to effect a 1:3 reverse stock split of the Company’s Class C common stock and Class S common stock and, following the implementation of the reverse stock split, to decrease the par value of each post-split share of the Company’s Class C common stock and Class S common stock from $0.003 per share to $0.001 per share. The Company's Series A Preferred Stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol MDV.PA and has been trading since September 17, 2021. The Company's Class C common stock is listed on the NYSE under the symbol “MDV” and has been trading since February 11, 2022. Prior to that date, there was no public trading market for the Company's Class C common stock. In connection with and upon the listing on the NYSE, each share of the Company's Class S common stock converted into Class C common stock (see details of the initial listed offering (the “Listed Offering”) below). The Company has been internally managed since its December 31, 2019 acquisition of the business of BrixInvest, LLC, a Delaware limited liability company and the Company’s former sponsor (“BrixInvest”), and the Company’s merger with Rich Uncles Real Estate Investment Trust I (“REIT I”) on December 31, 2019. The merger occurred pursuant to an Agreement and Plan of Merger dated September 19, 2019 whereby REIT I merged with and into Katana Merger Sub, LP (“Merger Sub”), a Delaware limited partnership and wholly-owned subsidiary of the Company, with Merger Sub surviving as a direct, wholly-owned subsidiary of the Company (the “Merger”). Through the Merger and acquisitions, the Company created one of the largest non-listed real estate investment funds to be raised via crowdfunding technology and the first real estate crowdfunding platform to be completely investor-owned. The Company holds its investments in real property through special purpose limited liability companies which are wholly-owned subsidiaries of Modiv Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”). The Operating Partnership was formed on January 28, 2016. The Company is the sole general partner of and owned an approximately 86% and 87% partnership interest in the Operating Partnership on December 31, 2021 and 2020, respectively. Following the Company’s January 2022 acquisition of the KIA auto dealership property, as described in Note 13 , in an “UPREIT” transaction that included the issuance of 1,312,382 Class C limited partnership interests in the Operating Partnership (“Class C OP Units”) to the seller, the Company owns an approximately 73% partnership interest in the Operating Partnership. The Operating Partnership's limited partners include holders of several classes of units with various vesting and enhancement terms as further described in Note 12 . As of December 31, 2021, the Company's portfolio of approximately 2.4 million square feet of aggregate leasable space consisted of investments in 38 operating properties, including four properties held for sale, comprised of 12 industrial properties (one held for sale), including an approximate 72.7% tenant-in-common interest in a Santa Clara property (the “TIC Interest”), 12 retail properties and 14 office properties (three held for sale). On a pro forma basis (unaudited), after giving effect to the recently completed acquisitions of two properties in January 2022, and the dispositions of four properties in February 2022, as described in Note 13 , the Company now owns 36 operating properties, comprised of 12 industrial properties, including the TIC Interest, which represent approximately 40% of the portfolio, 13 retail properties, which represent approximately 21% of the portfolio and 11 office properties, which represent approximately 39% of the portfolio (expressed as a percentage of annual base rent (“ABR”) as of December 31, 2021). Offerings On July 15, 2015, the Company filed a registration statement on Form S-11 (File No. 333-205684) with the SEC to register an initial offering of a maximum of 30,000,000 of its shares of common stock for sale to the public (the “Initial Primary Offering”). The Company also registered a maximum of 3,333,333 of its shares of common stock pursuant to the Company’s distribution reinvestment plan (the “DRP”) (the “Initial DRP Offering” and together with the Initial Primary Offering, the “Initial Registered Offering”). During 2016, the SEC declared the Company’s registration statement effective and the Company began offering shares of common stock to the public. Pursuant to the Initial 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”), and began selling shares of its Class S common stock as a result of the commencement of the Class S Offering (as defined below) to non-U.S. Persons. In August 2017, the Company began offering up to 33,333,333 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”). The Class S common stock had 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 was sold only to non-U.S. Persons and was sold through brokers or other persons who were 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”), 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 DRP. The Company ceased offering shares pursuant to the Initial Registered Offering concurrently with the commencement of the Follow-on Offering. On January 22, 2021, with the authorization of the board of directors, the Company amended and restated its DRP with respect to the Company's shares of Class C common stock in order to reflect its corporate name change and to remove the ability of the Company’s stockholders to elect to reinvest only a portion of their cash distributions in shares through the DRP so that investors who elect to participate in the DRP must reinvest all cash distributions in shares. In addition, the amended and restated DRP provided for determinations of the estimated net asset value (“NAV”) per share by the board of directors more frequently than annually. The amended and restated DRP was effective with respect to distributions that were paid in February 2021. On January 22, 2021, the Company filed a registration statement on Form S-3 (File No. 333-252321) to register a maximum of $100,000,000 in share value of Class C common stock to be issued pursuant to the amended and restated DRP (the “2021 DRP Offering” and, collectively with the Initial DRP Offering, the “Registered DRP Offering”). The Company commenced offering shares of Class C common stock pursuant to the 2021 DRP Offering upon termination of the Follow-on Offering. Effective January 27, 2021, the board of directors terminated the Company’s Follow-on Offering. In connection with the termination of the Follow-on Offering, the Company stopped accepting investor subscriptions on January 22, 2021. As of January 27, 2021, the Company had $600,547,672 in share value of unsold shares in the Follow-on Offering, which were deregistered with the SEC. On February 1, 2021, the Company commenced a private offering of Class C common stock under Regulation D promulgated under the Securities Act (the “Private Offering” and, collectively with the Pre-Listing Registered Offerings (as defined below), the “Pre-Listing Offerings”) and accepted investor subscriptions from only accredited investors until the Company terminated the Private Offering on August 12, 2021. On June 29, 2021, the Company filed with the SEC a Regulation A Offering Statement on Form 1-A (the “Reg A Offering” and, collectively with the Follow-on Offering and the Registered DRP Offering, the “Pre-Listing Registered Offerings”), including its preliminary offering circular, for a $75,000,000 offering of its Class C common stock and filed an amended Form 1-A on August 13, 2021. The SEC qualified the amended Regulation A Offering Statement on Form 1-A on August 16, 2021. The Reg A Offering allowed the Company to once again accept subscriptions from investors who are not accredited. On November 2, 2021, the Company's board of directors terminated the Company's Reg A Offering effective upon the close of business on November 24, 2021 and directed management to seek the listing of the Company's Class C common stock on a national securities exchange in early 2022. The Company’s board of directors also terminated the Company's Class C and Class S share repurchase programs. On December 8, 2021, the Company filed with the SEC a Registration Statement on Form S-11 (File No. 333-261529), and, on February 9, 2022, the Company filed with the SEC Amendment No. 1 to the Registration Statement on Form S-11, in connection with the Listed Offering of the Company’s Class C common stock, which became effective on February 10, 2021. In connection with and upon the listing on the NYSE, each share of the Company's Class S common stock converted into Class C common stock. The Listed Offering of our Class C common stock closed on February 15, 2022. In connection with the Listed Offering, the Company sold 40,000 shares of its Class C common stock at $25.00 per share to a related party (see Note 13 for more details). Preferred Stock On September 14, 2021, the Company and the Operating Partnership entered into an underwriting agreement (the “Preferred Stock Underwriting Agreement”) with B. Riley Securities, Inc., as representative of the underwriters listed on Schedule I thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell 1,800,000 shares of the Company’s 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”) in an underwritten public offering (the “Preferred Offering”) at a price per share of $25.00. In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 200,000 shares of the Series A Preferred Stock, which the Underwriters exercised in full on September 16, 2021. The issuance and sale of the shares of Series A Preferred Stock, including the Underwriters’ full exercise of their option to purchase additional shares, closed on September 17, 2021 and the shares of Series A Preferred Stock trade on the NYSE under the symbol “MDV-PA” (see Note 9 for additional information). Estimated NAV Per Share (Unaudited) The Company’s board of directors approved and established an estimated NAV per share of the Company’s Class C common stock and Class S common stock based on the estimated market value of the Company’s assets less the estimated market value of the Company’s liabilities provided by the Company’s independent valuation firm, including quarterly estimates beginning March 31, 2021, as follows: Valuation Date Effective Date NAV Per Share (unaudited) December 31, 2019 January 31, 2020 $30.81 March 31, 2020 May 20, 2020 $21.01 December 31, 2020 January 27, 2021 $23.03 March 31, 2021 May 5, 2021 $24.61 June 30, 2021 August 4, 2021 $26.05 September 30, 2021 November 5, 2021 (1) $27.29 (1) On November 2, 2021, the Company's board of directors terminated the Company's Reg A Offering effective upon the close of business on November 24, 2021 and the Class C and Class S share repurchase programs. In connection with the Listed Offering, the Company engaged the same independent valuation firm to provide a report estimating the Company’s pro forma NAV per share (unaudited) as of January 31, 2022 that reflects (i) changes in the estimated asset values for the 32 properties that were in our portfolio on both September 30, 2021 and January 31, 2022, (ii) two acquisitions completed in January 2022, (iii) four dispositions that were pending as of January 31, 2022 and completed in February 2022, (iv) the Facility (defined below) provided by KeyBank (defined below) in January 2022, (v) other balance sheet changes between September 30, 2021 and January 31, 2022, and (vi) the changes in the estimated fair value of debt on the three consolidated mortgages remaining after the closing of the Facility provided by KeyBank. On February 4, 2022, the Company received such a report from the independent valuation firm, which indicated a pro forma estimated NAV per share of $28.74 (unaudited) as of January 31, 2022. The pro forma NAV per share (unaudited) as of January 31, 2022 was reviewed by management and was used for informational purposes only. The Company did not adopt the estimated pro forma NAV per share (unaudited) as the Company’s estimated NAV per share since its shares were not purchased or sold prior to the Listed Offering and it will not be used for trading the Company’s shares. Additional information on the determination of the Company's estimated pro forma NAV per share can be found in the Company's prospectus dated February 10, 2022 which was filed with the SEC on February 11, 2022. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
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 have been 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 accompanying consolidated financial statements and related 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 the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in such consolidated financial statements and related notes thereto. Actual results could differ materially from those estimates. Reverse Stock Split On February 1, 2021, the Company effected a 1:3 reverse stock split of its Class C common stock and Class S common stock and, following the implementation of the reverse stock split, decreased the par value of each share of the Company’s Class C common stock and Class S common stock to $0.001 per share from $0.003 per share. The Company has reflected the effect of the reverse stock split discussed above in the accompanying consolidated financial statements and related notes, as if it had occurred at the beginning of the earliest period presented. Noncontrolling Interest in Consolidated Entities The Company accounts for the noncontrolling interests 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 and its wholly-owned subsidiaries are consolidated with the Company, and the limited partner interests not held by the Company are reflected as noncontrolling interests in the accompanying consolidated balance sheets and statements of equity. The noncontrolling interests were issued on December 31, 2019 and represent non-voting, non-dividend accruing interests with no allocation of profits or losses. Business Combinations The Company accounts for business combinations in accordance with FASB ASC 805, Business Combinations (“ASC 805”) and applicable Accounting Standards Updates (each, an “ASU”), 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 whereas in a business combination the total consideration transferred is allocated among the fair value of the identifiable tangible and intangible assets and liabilities assumed. Acquisition costs are capitalized for an asset acquisition and expensed for a business combination. Revenue Recognition The Company accounts for revenue in accordance with FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606 ) (“ASU No. 2014-09”), which includes 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. Tenant reimbursements, consisting of amounts due from tenants for common area maintenance, property taxes and other recoverable costs, are recognized in rental income subsequent to the adoption of Topic 842, as discussed below, in the period the recoverable costs are incurred. Tenant reimbursements, for which the Company pays the associated costs directly to third-party vendors and is reimbursed by the tenants, are recognized and recorded on a gross basis. The Company accounts for leases in accordance with FASB ASU No. 2016-02 “ Leases (Topic 842) ” and the related FASB ASU Nos. 2018-10, 2018-11, 2018-20 and 2019-01, which provide practical expedients, technical corrections and improvements for certain aspects of ASU 2016-02 (collectively “Topic 842”). Topic 842 established a single comprehensive model for entities to use in accounting for leases. 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 are 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. Topic 842 also impacts the Company's accounting as a lessee; however, such impact is not considered material. 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. 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 No. 2018-11 have been combined under rental income in the Company's consolidated statements of operations. For the years ended December 31, 2021 and 2020, tenant reimbursements included in rental income amounted to $6,198,045 and $6,764,838, respectively. 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 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. 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 either cash is received or until the tenant is no longer in bankruptcy and has the ability to make rental payments. Gain or Loss on Sale of Real Estate Investments The Company recognizes gain or loss on sale of real estate property when the Company has executed a contract for sale of the property, transferred controlling financial interest in the property to the buyer and determined that it is probable that the Company will collect substantially all of the consideration for the property. The Company's real estate property sale transactions for the years ended December 31, 2021 and 2020 met these criteria at closing. When properties are sold, operating results of the properties remain in continuing operations, and any associated gain or loss from the disposition is included in gain or loss on sale of real estate investments in the Company’s accompanying consolidated statements of operations. Advertising Costs The Company incurred advertising costs charged to general and administrative expenses for the years ended December 31, 2021 and 2020 aggregating $592,351 and $607,787, respectively. Income Taxes The Company has 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 (the “Internal Revenue Code”). The Company expects to operate in a manner that will allow it 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 (“IRS”) 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 material interest or penalties by any major tax jurisdictions. The Company’s evaluations were performed for the tax years ended December 31, 2021 and 2020. As of December 31, 2021, the returns for calendar years 2018, 2019 and 2020 remain subject to examination by the IRS and some additional years may be subject to examination wherein tax loss carryforwards are utilized and in certain state tax jurisdictions. Other Comprehensive Loss For the years ended December 31, 2021 and 2020, 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, 2021 and 2020 as the Company had a net loss for both years. The following units of limited partnership interest in the Operating Partnership were disregarded in the computation of the Company's Diluted EPS as their effect is anti-dilutive. As of both December 31, 2021 and 2020, there were 657,949.5 units of Class M limited partnership interest in the Operating Partnership (the “Class M OP Units”) and 56,029 units of Class P limited partnership interest in the Operating Partnership (the “Class P OP Units”), respectively, that were convertible to Class C OP Units at a conversion ratio of 1.6667 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 12 ). 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. As of December 31, 2021, there were 333,343 units of Class R limited partnership interest in the Operating Partnership (the “Class R OP Units”) that were convertible to Class C OP Units at a conversion ratio of one Class C OP Unit for each one Class R OP Unit. 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 allocating net loss in accordance with the provisions of ASC 260, Earnings per Share , would have resulted in a net loss of $0.20 and $0.88 per share for Class C shares for the years ended December 31, 2021 and 2020, respectively, and a net loss of $0.20 and $0.82 per share for Class S shares for the years ended December 31, 2021 and 2020, respectively. The differences in loss per share if allocated under this method primarily reflect the lower effective dividends per share for Class S stockholders 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 $1.08 and $1.46 for the years ended December 31, 2021 and 2020, respectively. Distributions declared per share of Class S common stock were $1.08 and $1.46 for the years ended December 31, 2021 and 2020. 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 existing 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 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; receivable from sale of real estate property; tenant receivables; prepaid expenses and other assets and accounts payable, accrued and other liabilities. 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. Goodwill and intangible assets : The fair value measurements of goodwill and intangible assets are considered Level 3 nonrecurring fair value measurements. For goodwill, fair value measurement involves the determination of fair value of a reporting unit. The Company has used a Monte Carlo simulation model to estimate future performance, generating the fair value of the reporting unit's business. For intangible assets, fair value measurements include assumptions with inherent uncertainty, including projected offering volumes and related projected revenues and long-term growth rates, among others. The carrying value of the Company's intangible assets is at risk of impairment if the Company experiences an adverse change in its business climate or has a current expectation that, more likely than not, an asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. Credit facilities and economic relief note payable : The fair value of the Company’s credit facilities and economic relief note payable approximate the carrying values of the credit facility and economic relief note payable as their interest rates and other terms are comparable to those available in the market place for a similar credit facility and short-term note, respectively. 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: We have 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 with related parties is included in Note 10 to our consolidated financial statements in this Annual Report on Form 10-K. 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 or modification and for on-site and tenant improvements or property taxes. Restricted cash as of December 31, 2021 and 2020 amounted to $2,441,970 and $129,118, respectively, for the properties discussed below and other lender reserves. Under the terms of the Company’s June 2021 refinancing of mortgages on its properties leased to Northrop Grumman and L3Harris Technologies, Inc. (“L3Harris”) with Banc of California as described in Note 7 , the Company established restricted cash accounts at Banc of California with $1,400,000 and $1,000,000 held for the Northrop Grumman and L3Harris properties, respectively, to fund building improvements, tenant improvements and leasing commissions. Subsequent to the origination of the loans, $128,538 was released to fund a leasing commission, resulting in $2,271,462 remaining as restricted as of December 31, 2021. Pursuant to the refinancing of these two mortgages on January 18, 2022 as further discussed in Notes 7 and 13 , these funds became unrestricted. Pursuant to amended lease agreements, the Company has obligations to pay for tenant improvements as of December 31, 2021 and 2020 of $189,136 and $60,598, respectively, for tenant improvements for which funds restricted by the lender were available. At December 31, 2021 and 2020, the Company’s restricted cash held to fund other improvements and leasing commissions totaled $2,271,462 and $92,684, respectively. 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 the year ended December 31, 2021 were treated as asset acquisitions. There were no real estate acquisitions during the year ended December 31, 2020. 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 Investment in Real Estate Properties The Company regularly monitors events and changes in circumstances that could indicate that the carrying amounts of real estate assets may not be recoverable. When indicators of potential impairment are present that indicate that the carrying amounts of real estate 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 records an impairment charge to the extent the carrying value exceeds the estimated fair value of the asset. Leasing Costs The Company accounts for leasing costs under Topic 842. Initial direct costs include only those costs that are incremental to the lease arrangement and would not have been incurred if the lease had not been obtained. The Company charges internal leasing costs and third-party legal leasing costs to expense as incurred. These expenses are included in general and administrative expenses and property expenses, respectively, in the Company's consolidated statements of operations. Real Estate Investments Held for Sale The Company generally considers a real estate investment to be “held for sale” when the following criteria are met: (i) management commits to a plan to sell the property, (ii) the property is available for sale i |
REAL ESTATE INVESTMENTS
REAL ESTATE INVESTMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Real Estate [Abstract] | |
REAL ESTATE INVESTMENTS | REAL ESTATE INVESTMENTS As of December 31, 2021, the Company’s real estate investment portfolio consisted of (i) 38 operating properties located in 14 states and comprised of: 12 industrial properties (one held for sale), 12 retail properties and 14 office properties (three held for sale), (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 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 real estate portfolio as of December 31, 2021, excluding the four assets held for sale and the TIC Interest: Property Tenant Location Acquisition Property Land, Tenant Accumulated Total Dollar General Litchfield, ME 11/4/2016 Retail $ 1,281,812 $ 116,302 $ (206,249) $ 1,191,865 Dollar General Wilton, ME 11/4/2016 Retail 1,543,776 140,653 (263,955) 1,420,474 Dollar General Thompsontown, PA 11/4/2016 Retail 1,199,860 106,730 (198,168) 1,108,422 Dollar General Mt. Gilead, OH 11/4/2016 Retail 1,174,188 111,847 (189,998) 1,096,037 Dollar General Lakeside, OH 11/4/2016 Retail 1,112,872 100,857 (194,997) 1,018,732 Dollar General Castalia, OH 11/4/2016 Retail 1,102,086 86,408 (189,460) 999,034 Dollar General Bakersfield, CA 12/31/2019 Retail 4,899,714 261,630 (294,265) 4,867,079 Dollar General Big Spring, TX 12/31/2019 Retail 1,281,683 76,351 (101,937) 1,256,097 Dollar Tree Morrow, GA 12/31/2019 Retail 1,320,367 73,298 (141,821) 1,251,844 Northrop Grumman Melbourne, FL 3/7/2017 Office 12,382,991 1,469,736 (3,563,252) 10,289,475 Northrop Grumman Melbourne, FL 6/21/2018 Land 329,410 — — 329,410 exp US Services Maitland, FL 3/27/2017 Office 6,056,668 388,247 (1,057,244) 5,387,671 Wyndham Summerlin, NV 6/22/2017 Office 10,406,483 669,232 (1,524,714) 9,551,001 Williams Sonoma Summerlin, NV 6/22/2017 Office 8,079,612 550,486 (1,370,010) 7,260,088 EMCOR Cincinnati, OH 8/29/2017 Office 5,960,610 463,488 (783,562) 5,640,536 Husqvarna Charlotte, NC 11/30/2017 Industrial 11,840,200 1,013,948 (1,470,745) 11,383,403 AvAir Chandler, AZ 12/28/2017 Industrial 27,357,899 — (2,805,207) 24,552,692 3M DeKalb, IL 3/29/2018 Industrial 14,762,819 2,932,544 (4,721,930) 12,973,433 Cummins Nashville, TN 4/4/2018 Office 14,538,528 1,536,998 (2,958,875) 13,116,651 Costco Issaquah, WA 12/20/2018 Office 27,346,696 2,765,136 (3,957,595) 26,154,237 Taylor Fresh Foods Yuma, AZ 10/24/2019 Industrial 34,194,369 2,894,017 (2,918,695) 34,169,691 Levins Sacramento, CA 12/31/2019 Industrial 4,429,390 221,927 (441,217) 4,210,100 Labcorp San Carlos, CA 12/31/2019 Industrial 9,672,174 408,225 (408,642) 9,671,757 GSA (MSHA) Vacaville, CA 12/31/2019 Office 3,112,076 243,307 (277,030) 3,078,353 PreK Education San Antonio, TX 12/31/2019 Retail 12,447,287 555,767 (1,086,024) 11,917,030 Solar Turbines San Diego, CA 12/31/2019 Office 7,133,241 284,026 (601,166) 6,816,101 Wood Group San Diego, CA 12/31/2019 Industrial 9,869,520 539,633 (872,499) 9,536,654 ITW Rippey El Dorado Hills, CA 12/31/2019 Industrial 7,071,143 304,387 (608,800) 6,766,730 Gap Rocklin, CA 12/31/2019 Office 8,431,744 360,377 (962,450) 7,829,671 L3Harris Carlsbad, CA 12/31/2019 Industrial 11,631,857 662,101 (941,646) 11,352,312 Sutter Health Rancho Cordova, CA 12/31/2019 Office 29,586,023 1,616,610 (2,162,503) 29,040,130 Walgreens Santa Maria, CA 12/31/2019 Retail 5,223,442 335,945 (265,921) 5,293,466 Raising Cane's San Antonio, TX 7/26/2021 Retail 3,430,224 213,997 (53,286) 3,590,935 Arrow Tru-Line Archbold, OH 12/3/2021 Industrial 11,518,084 — (17,270) 11,500,814 $ 311,728,848 $ 21,504,210 $ (37,611,133) $ 295,621,925 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 through January 31, 2020 located in Morgan Hill, California 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 first quarter of 2020 to reflect the reduction in value due to the uncertainty regarding leasing or sale prospects. During the first quarter of 2020, the Company recorded impairment charges aggregating $9,157,068 based on the estimated fair value of the real estate properties discussed above. During the second quarter of 2020, the Company recorded additional impairment charges of $349,457 related to its property located in Lake Elsinore, California and leased to Rite Aid through February 29, 2028. Further, during the fourth quarter of 2020, the Company recorded an aggregate of $761,100 in impairment charges related to its property located in Bedford, Texas and leased to the operator of a Harley Davidson dealership through April 12, 2032 and its property located in San Jose, California and leased to the operator of a Chevron gas station through May 31, 2025. The Company determined that the impairment charges were required, representing the excess of the property's carrying value over the property's estimated sale price less estimated selling costs for the planned sale. The aggregated impairment charges of $10,267,625 during the year ended December 31, 2020 represented approximately 2.5% of the Company’s total investments in real estate property as of December 31, 2020. The reversal of impairment of $400,999 during the year ended December 31, 2021 resulted from an adjustment to partially reverse an impairment charge recorded in December 2020 for the property located in Bedford, Texas due to its reclassification from held for sale to held for use in June 2021. The details of the Company's real estate impairment charges for the year ended December 31, 2020 were as follows: Year Ended Property Location December 31, 2020 Dana Cedar Park, TX $ 2,184,395 24 Hour Fitness Las Vegas, NV 5,664,517 Dinan Cars Morgan Hill, CA 1,308,156 Rite Aid Lake Elsinore, CA 349,457 Harley Davidson Bedford, TX 632,233 Chevron Gas Station San Jose, CA 128,867 $ 10,267,625 Acquisitions: 2021 During the year ended December 31, 2021, the Company acquired two real estate properties as follows: Property Acquisition Date Land Buildings and Tenant Total Raising Cane's 7/26/2021 $ 1,830,303 $ 1,599,921 $ 213,997 $ 3,644,221 Arrow Tru-Line 12/3/2021 778,772 10,739,312 — 11,518,084 $ 2,609,075 $ 12,339,233 $ 213,997 $ 15,162,305 During the year ended December 31, 2021, the Company recognized $166,177 of total revenue related to the above-acquired properties. The noncancellable lease terms of the properties acquired during the year ended December 31, 2021 are as follows: Property Lease Expiration Raising Cane's 2/20/2028 Arrow Tru-Line 12/31/2041 2020 The Company did not acquire any real estate property during the year ended December 31, 2020. Dispositions: 2021 During the year ended December 31, 2021, the Company sold five properties as follows: 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 Harley Davidson Bedford, TX 12/21/2021 Retail 70,960 15,270,000 3,271,289 159,321 $ 38,984,188 7,688,569 24 Hour Fitness Adjustment 115,133 Total $ 7,803,702 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 $1,836,767 is presented as receivable from early termination of lease in the Company's consolidated balance sheet as of December 31, 2021. On December 21, 2021, the Company completed the sale of its Bedford, Texas retail property, which was leased to Harley Davidson, for $15,270,000, which generated net proceeds of $8,344,708 after repayment of the existing mortgage, commissions and closing costs. 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 consolidated statements of operations. 2020 During the year ended December 31, 2020, the Company sold the following properties: Property Location Disposition Date Property Type Rentable Square Feet Contract Sale Price Gain (Loss) on Sale Rite Aid Lake Elsinore, CA 8/3/2020 Retail 17,272 $ 7,250,000 $ (422) Walgreens Stockbridge, GA 8/27/2020 Retail 15,120 5,538,462 1,306,768 Island Pacific Supermarket Elk Grove, CA 9/16/2020 Retail 13,963 3,155,000 387,296 Dinan Cars Morgan Hill, CA 10/28/2020 Industrial 27,296 6,100,000 961,836 24 Hour Fitness Las Vegas, NV 12/16/2020 Retail 45,000 9,052,941 1,484,271 118,651 $ 31,096,403 $ 4,139,749 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. 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 net realizable value. 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. On October 28, 2020, the Company completed the sale of its Morgan Hill, California industrial property which was formerly leased to Dinan Cars for $6,100,000, which generated net proceeds of $3,811,580 after repayment of the existing mortgage, commissions and closing costs. Prior to the sale, the Company recognized an impairment charge for $1,308,156 during the three months ended March 31, 2020. On December 16, 2020, the Company completed the sale of its Las Vegas, Nevada retail property which was formerly leased to 24 Hour Fitness for $9,052,941, which generated net proceeds of $1,324,383 after assignment of the existing mortgage to the buyer, payment of commissions and closing costs, reserves for tenant improvements and free rent, and collection of the receivable from the buyer in September 2021. Prior to the sale, the Company recognized an impairment charge for $5,664,517 during the three months ended March 31, 2020. 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 December 31, 2021 and 2020. Revenue Concentration No tenants represented the source of 10% of total revenues during the year ended December 31, 2021 and 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 year ended December 31, 2021, the Company obtained lease extensions for six properties, including the properties leased to two Dollar Generals in Castalia, Ohio and Lakeside, Ohio, Northrop Grumman in Melbourne, Florida, PreK Education in San Antonio, Texas, L3Harris in Carlsbad, California, and 3M Company in DeKalb, Illinois. These six lease extensions resulted in an average increase in lease term of 10 years and an average increase in rents of 6%. As discussed above, the Company also acquired two properties and sold five properties during the year ended December 31, 2021. Moreover, as of December 31, 2021, the Company classified four properties as real estate investments held for sale, as discussed below. As of December 31, 2021, the future minimum contractual rent payments due under the Company’s noncancelable operating leases, including lease amendments executed subsequent to December 31, 2021 and excluding rents due related to real estate investments held for sale, are as follows: 2022 $ 24,323,043 2023 24,583,548 2024 23,109,893 2025 20,606,798 2026 14,148,931 Thereafter 70,872,917 $ 177,645,130 Subsequent to December 31, 2021, the Company entered into additional lease extensions for the properties leased to Cummins in Nashville, Tennessee and ITW Rippey in El Dorado, California as further discussed in Note 13 . The table above reflects the extensions of these leases. Real Estate Intangible Assets As of December 31, 2021 and 2020, the Company’s real estate intangible assets were as follows: December 31, 2021 December 31, 2020 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 $ 21,504,210 $ 1,128,549 $ (15,097,132) $ 23,792,057 $ 1,128,549 $ (15,163,672) Accumulated amortization (11,009,997) (437,530) 3,994,192 (9,695,960) (307,707) 2,597,935 Net amount $ 10,494,213 $ 691,019 $ (11,102,940) $ 14,096,097 $ 820,842 $ (12,565,737) The intangible assets acquired in connection with these real estate properties have a weighted average amortization period of approximately 9.6 years as of December 31, 2021. As of December 31, 2021, amortization of intangible assets for each year of the next five years and thereafter is expected to be as follows: Tenant Above-Market Lease Intangibles Below-Market Lease Intangibles 2022 $ 2,511,696 $ 129,823 $ (1,216,995) 2023 1,634,837 127,174 (921,169) 2024 1,517,826 122,543 (917,750) 2025 1,200,895 115,995 (917,750) 2026 627,174 78,557 (912,347) Thereafter 3,001,785 116,927 (6,216,929) $ 10,494,213 $ 691,019 $ (11,102,940) Weighted-Average Remaining Amortization Period 7.7 years 6.4 years 11.7 years Real Estate Investments Held For Sale As a result of the COVID-19 pandemic as discussed above, during the second quarter of 2020, the Company determined to sell certain of its real estate investment properties to generate funds for share repurchases and certain debt obligations. In addition to sales of five properties during the first nine months of the year, as of December 31, 2020, the Company classified four retail properties as held for sale. Three of these properties were sold during the first quarter of 2021: the EcoThrift property and the two Chevron properties (see 2021 Dispositions above for more details). The fourth property, leased by Harley Davidson, was the only property with a continuing classification as held for sale as of March 31, 2021, and was reclassified as held for investment and use during the second quarter of 2021 since the Company decided to discontinue marketing the property for sale. This property was sold on December 21, 2021. During the fourth quarter of 2021, the Company embarked on a strategic plan to reduce the Company’s exposure to office properties and increase its weighted average lease term. As of December 31, 2021, the Company classified four healthcare related properties as held for sale and presented the properties in the Company’s consolidated balance sheet as real estate investments held for sale. These four healthcare related properties consisted of three office properties (the property leased to Accredo Health through December 31, 2024 located in Orlando, Florida, the property leased to Bon Secours Health through August 31, 2026 located in Richmond, Virginia and the property leased to Texas Health through December 31, 2025 located in Dallas, Texas) and one industrial property leased to Omnicare through May 31, 2026 located in Richmond, Virginia. On February 11, 2022, the Company completed the sale of the two Virginia properties and one Texas property in a single transaction for $26,000,000, which generated net proceeds of $11,883,639 after repayment of the existing mortgage, commissions and closing costs. On February 24, 2022, the Company completed the sale of the Florida property for $14,000,000, which generated net proceeds of $5,000,941 after repayment of the existing mortgage, commissions and closing costs (see Note 13 for more details). The following table summarizes the major components of assets and liabilities related to real estate investments held for sale as of December 31, 2021 and 2020: December 31, 2021 2020 Assets related to real estate investments held for sale: Land, buildings and improvements $ 34,507,485 $ 25,675,459 Tenant origination and absorption costs 3,064,371 554,788 Accumulated depreciation and amortization (6,061,094) (1,644,508) Real estate investments held for sale, net 31,510,762 24,585,739 Other assets, net 788,296 1,079,361 Total assets related to real estate investments held for sale: $ 32,299,058 $ 25,665,100 Liabilities related to real estate investments held for sale: Mortgage notes payable, net $ 21,699,912 $ 9,088,438 Other liabilities, net 383,282 801,337 Total liabilities related to real estate investments held for sale: $ 22,083,194 $ 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 December 31, 2021 and 2020, which were included in continuing operations for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Total revenues $ 3,866,116 $ 2,326,058 Expenses: Interest expense 1,058,574 552,246 Depreciation and amortization 1,347,564 737,278 Other expenses 723,637 352,280 Impairment of real estate properties — 761,100 Total expenses 3,129,775 2,402,904 Net income (loss) $ 736,341 $ (76,846) |
UNCONSOLIDATED INVESTMENT IN A
UNCONSOLIDATED INVESTMENT IN A REAL ESTATE PROPERTY | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
UNCONSOLIDATED INVESTMENT IN A REAL ESTATE PROPERTY | UNCONSOLIDATED INVESTMENT IN A REAL ESTATE PROPERTY The Company’s unconsolidated investment in a real estate property of December 31, 2021 and 2020 is as follows: December 31, 2021 2020 The TIC Interest $ 9,941,338 $ 10,002,368 The Company’s income from unconsolidated investment in a real estate property for the years ended December 31, 2021 and 2020 is as follows: Years Ended December 31, 2021 2020 The TIC Interest $ 276,042 $ 296,780 During 2017, the Company, through a wholly-owned subsidiary of the Operating Partnership, acquired the approximate 72.7% TIC Interest. The remaining approximate 27.3% undivided interest in the Santa Clara property is held by Hagg Lane II, LLC (approximately 23.4%) and Hagg Lane III, LLC (approximately 3.9%). The manager of Hagg Lane II, LLC and Hagg Lane III, LLC became a member of the Company's board of directors in December 2019 and his service ended on December 7, 2021. 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 property lease expiration date is March 16, 2026 and the lease provides for three five-year renewal options. 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, 2021 and 2020, the Company received $337,072 and $683,000 in cash distributions, respectively. The decrease in distributions in 2021 reflects the establishment of cash reserves to fund a roof replacement project. The following is summarized financial information for the Santa Clara property as of and for the years ended December 31, 2021 and 2020: December 31, 2021 2020 Assets: Real estate investments, net $ 29,403,232 $ 29,906,146 Cash and cash equivalents 690,470 380,774 Other assets 134,049 164,684 Total assets $ 30,227,751 $ 30,451,604 Liabilities: Mortgage notes payable, net $ 13,218,883 $ 13,489,126 Below-market lease, net 2,660,586 2,806,973 Other liabilities 369,209 92,777 Total liabilities 16,248,678 16,388,876 Total equity 13,979,073 14,062,728 Total liabilities and equity $ 30,227,751 $ 30,451,604 Years Ended December 31, 2021 2020 Total revenue $ 2,698,028 $ 2,694,874 Expenses: Depreciation and amortization 1,011,326 999,929 Interest expense 552,144 565,778 Other expenses 754,909 721,279 Total expenses 2,318,379 2,286,986 Net income $ 379,649 $ 407,888 |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | GOODWILL AND INTANGIBLE ASSETS, NET Goodwill, Net The changes in carrying value of goodwill as of December 31, 2021 and 2020 are as follows: December 31, 2021 2020 Beginning balance $ 17,320,857 $ 50,588,000 Impairment of goodwill for the 12 months period ended, respectively — (33,267,143) Ending balance $ 17,320,857 $ 17,320,857 The Company's goodwill and intangible assets were recognized based on the Self-Management Transaction and the Merger with REIT I on December 31, 2019. The COVID-19 pandemic in the United States and globally, and the magnitude and uncertain duration of the economic impacts, resulted in challenges in attracting investor equity during this period of economic weakness and volatility. The disruption in the Company's Offerings had a protracted negative impact on capital raising, and the recessionary pressures on the economy resulted in real estate market uncertainty and an approximate 14% decrease in the estimated fair value of the Company’s real estate properties as of April 30, 2020 as compared with the estimated fair value of the Company’s real estate properties as of December 31, 2019. Given these circumstances, the Company revised its projections of capital raise, new investment and other factors contributing to the Company's analysis of estimated fair value of its consolidated business operations. Since the Company is a single reporting unit, the Company performed a quantitative analysis to compare the estimated fair value of the Company’s net tangible and intangible assets to the carrying value of its net tangible and intangible assets as of March 31, 2020. Since the estimated fair value of the Company’s net tangible and intangible assets was less than the carrying amount of its net tangible and intangible assets, the Company recorded a goodwill impairment charge of $33,267,143, which was reflected in the Company’s net loss for the year ended December 31, 2020. The Company conducted its annual impairment analysis as of December 31, 2021 and 2020 using qualitative factors and concluded that no additional impairment to goodwill was necessary. Management did not identify any triggering events for the year ended December 31, 2021 and therefore a quantitative assessment was not required. Intangible Assets, Net The following table sets forth the Company's intangible assets, net as of December 31, 2021 and 2020 and their related useful lives: December 31, Intangible Assets Useful Life 2021 2020 Investor list, net 5.0 years $ — $ 3,494,740 Web services technology, domains and licenses 3.0 years — 3,466,102 — 6,960,842 Accumulated amortization — (1,833,054) Net $ — $ 5,127,788 Amortization expense for the years ended December 31, 2021 and 2020 amounted to $1,556,348 and $1,833,054, respectively. On November 2, 2021, the Company's board of directors approved the termination of the Reg A Offering and stock repurchase program effective upon the close of business on November 24, 2021 and planned to proceed with a listed offering of the Company’s Class C common stock. On December 8, 2021, the Company filed with the SEC a Registration Statement on Form S-11. The above intangible assets were used as the primary platform through which the Company sold its shares of Class C common stock to the market and raised equity capital through its crowdfunding activities. Because the Company ceased using the above intangible assets as a result of terminating the Reg A Offering and stock repurchase program and the filing of the Registration Statement on Form S-11, the Company recognized the abandonment of the above intangible assets under requirements of ASC 350. Therefore, in November 2021, the Company recorded an impairment charge of $3,767,190 to write-off the remaining unamortized balance of the intangible assets, which was reflected in the Company’s net loss for the year ended December 31, 2021. As discussed above, the COVID-19 pandemic caused significant disruptions in the economy and uncertainties in the investment markets. Based on the impacts on the Company's investors and the economy, the Company evaluated the fair value of intangibles to determine if they exceeded the respective carrying values and determined that a portion of the investor list would no longer be viable and, therefore, the Company recorded an impairment charge of $1,305,260, which was reflected in the Company’s net loss for the year ended December 31, 2020. |
CONSOLIDATED BALANCE SHEETS DET
CONSOLIDATED BALANCE SHEETS DETAILS | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
CONSOLIDATED BALANCE SHEETS DETAILS | CONSOLIDATED BALANCE SHEETS DETAILS Tenant Receivables As of December 31, 2021 and 2020, tenant receivables consisted of the following: December 31, 2021 2020 Straight-line rent $ 4,417,065 $ 4,344,388 Tenant rent 81,079 204,775 Tenant reimbursements 1,498,775 2,116,627 Total $ 5,996,919 $ 6,665,790 Prepaid Expenses and Other Assets As of December 31, 2021 and 2020, prepaid expenses and other assets were comprised of the following: December 31, 2021 2020 Deferred tenant allowance $ 2,400,811 $ 517,711 Miscellaneous receivables 681,369 19,954 Prepaid expenses 1,776,595 1,276,700 Deposits 1,420,244 357,352 Deferred financing costs on line of credit 100,080 21,724 Total $ 6,379,099 $ 2,193,441 Accounts Payable, Accrued and Other Liabilities As of December 31, 2021 and 2020, accounts payable, accrued and other liabilities were comprised of the following: December 31, 2021 2020 Accounts payable $ 1,767,657 $ 1,136,954 Accrued expenses 3,864,222 3,068,714 Accrued common and preferred dividends 1,795,303 706,106 Accrued interest payable 548,564 629,628 Unearned rent 1,735,440 2,033,065 Lease incentive obligation 2,133,695 5,157 Total $ 11,844,881 $ 7,579,624 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Mortgage Notes Payable As of December 31, 2021 and 2020, the Company’s mortgage notes payable consisted of the following: Collateral 2021 Principal Balance 2020 Principal Balance Contractual Effective Loan Accredo property $ — $ 8,538,000 3.80% 3.80% 08/01/2025 Six Dollar General properties (6) 3,674,327 3,747,520 4.69% 4.69% 04/01/2022 Dollar General, Bakersfield property (6) 2,224,418 2,268,922 3.65% 3.65% 02/16/2028 Dollar General, Big Spring property (4)(6) 587,961 599,756 4.69% 4.69% 04/01/2022 Dana property — 4,466,865 4.56% 4.56% 04/01/2023 Northrop Grumman property (5)(6) 6,925,915 5,518,589 3.35% 3.35% 05/21/2031 exp US Services property (6) 3,255,313 3,321,931 4.25% 4.25% 11/17/2024 Wyndham property (2)(6) 5,493,000 5,607,000 One-month LIBOR + 2.05% 4.34% 06/05/2027 Williams Sonoma property (2)(6) 4,344,000 4,438,200 One-month LIBOR + 2.05% 4.05% 06/05/2022 Omnicare property — 4,193,171 4.36% 4.36% 05/01/2026 EMCOR property (6) 2,757,943 2,811,539 4.35% 4.35% 12/01/2024 Husqvarna property (6) 6,379,182 6,379,182 (3) 4.60% 02/20/2028 AvAir property (6) 19,950,000 19,950,000 3.80% 3.80% 08/01/2025 3M property (6) 8,025,200 8,166,000 One-month LIBOR + 2.25% 5.09% 03/29/2023 Cummins property (6) 8,188,800 8,332,200 One-month LIBOR + 2.25% 5.16% 04/04/2023 Texas Health property — 4,363,203 4.00% 4.00% 12/05/2024 Bon Secours property — 5,180,552 5.41% 5.41% 09/15/2026 Costco property 18,850,000 18,850,000 4.85% 4.85% 01/01/2030 Taylor Fresh Foods property 12,350,000 12,350,000 3.85% 3.85% 11/01/2029 Levins property (6) 2,654,405 2,032,332 3.75% 3.75% 02/16/2026 Labcorp property (6) 5,308,810 4,020,418 3.75% 3.75% 02/16/2026 GSA (MSHA) property (6) 1,713,196 1,752,092 3.65% 3.65% 02/16/2026 PreK Education property (4)(6) 4,930,217 5,037,846 4.25% 4.25% 03/01/2022 Solar Turbines, Wood Group, ITW Rippey properties (4)(6) 8,986,222 9,214,700 3.35% 3.35% 11/01/2026 Gap property (4)(6) 3,492,775 3,569,990 4.15% 4.15% 08/01/2023 L3Harris property (4)(5)(6) 6,219,524 5,185,929 3.35% 3.35% 05/21/2031 Sutter Health property (4) 13,597,120 13,879,655 4.50% 4.50% 03/09/2024 Walgreens Santa Maria property (4)(6) 3,067,109 3,172,846 4.25% 4.25% 07/16/2030 Total mortgage notes payable 152,975,437 176,948,438 Plus unamortized mortgage premium, net (7) 204,281 447,471 Less unamortized deferred financing costs (956,139) (1,469,991) Mortgage notes payable, net $ 152,223,579 $ 175,925,918 (1) Contractual interest rate represents the interest rate in effect under the mortgage note payable as of December 31, 2021. Effective interest rate is calculated as the actual interest rate in effect as of December 31, 2021, consisting of the contractual interest rate and the effect of the interest rate swap, if applicable (see Note 8 for further information regarding the Company’s derivative instruments). (2) The loans 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 were 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 loan 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 loan to value ratio is no more than 60%. (3) The contractual interest rate was 4.60% for the years ended December 31, 2021 and 2020 and would have been the greater of 4.60% or five-year Treasury Constant Maturity (“TCM”) plus 2.45% from February 20, 2023 through February 20, 2028, except for repayment in January 2022. (4) The loan as of December 31, 2020 was acquired through the Merger on December 31, 2019, and was refinanced during 2021, except for the loan secured by the Sutter Health property. (5) The loans on the Northrop Grumman and L3Harris properties were refinanced during the second quarter of 2021. The initial contractual interest rate was 3.35% through June 1, 2026 and then the Prime Rate in effect as of June 1, 2026 plus 0.25% through May 21, 2031; provided that the second fixed interest rate would not be lower than 3.35% per annum. (6) The loan was fully repaid on January 18, 2022 through a drawdown from the new facility discussed in detail in Note 13. (7) Represents unamortized net mortgage premium on loans acquired through the Merger. The following summarizes the face value, carrying amount and fair value of the Company’s mortgage notes payable (Level 3 measurement) as of December 31, 2021 and 2020, respectively: 2021 2020 Face Value Carrying Fair Value Face Value Carrying Fair Value Mortgage notes payable $ 152,975,437 $ 152,223,579 $ 159,241,815 $ 176,948,438 $ 175,925,918 $ 177,573,106 Less: full repayments of mortgages on January 18, 2022 (See Note 13 ) (108,178,317) (107,429,721) * Remaining balance $ 44,797,120 $ 44,793,858 $ 46,296,445 * The payoff values of the loans refinanced on January 18, 2022 approximate their face values as of December 31, 2021. 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. Mortgage Notes Payable Related to Real Estate Investments Held For Sale, Net As discussed in detail in Note 3 , the Company classified four and two properties as real estate held for sale as of December 31, 2021 and 2020, respectively. The following table summarizes the Company's mortgage notes payable related to real estate investments held for sale as of December 31, 2021 and 2020: December 31, Collateral 2021 2020 Accredo property $ 8,538,000 $ — Omnicare property 4,109,167 — Texas Health property 4,284,335 — Bon Secours property 5,104,817 — Harley Davidson property — 6,623,346 EcoThrift property — 2,573,509 Total 22,036,319 9,196,855 Plus unamortized mortgage premium — 1,550 Less deferred financing costs (336,407) (109,967) Mortgage notes payable related to real estate investments held for sale, net $ 21,699,912 $ 9,088,438 Credit Facility The details of the Company's unsecured credit facilities as of December 31, 2021 and 2020 follow: December 31, 2021 2020 Credit facilities $ 8,022,000 $ 6,000,000 On March 29, 2021, the Company entered into a credit facility with Banc of California (the “Prior Credit Facility”) for an aggregate line of credit of $22,000,000 with a maturity date of March 30, 2023, which replaced the previous credit facility provided by Pacific Mercantile Bank (“PMB”) with a balance outstanding of $6,000,000 as of December 31, 2020. The Prior Credit Facility was fully repaid and terminated on January 18, 2022 (see Note 13 for discussion of the Company's new facility). The Company borrowed $6,000,000 under the Prior Credit Facility and repaid the $6,000,000 that was owed to PMB on March 31, 2021. The Prior Credit Facility provided the Company with a $17,000,000 revolving line of credit for real estate acquisitions (including the original $6,000,000 borrowed to repay PMB) and an additional $5,000,000 revolving line of credit for working capital. Under the terms of the Prior Credit Facility, the Company paid 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 was not less than 4.75% per annum. The Company paid origination fees of $77,000 to Banc of California in connection with the Prior Credit Facility and paid an unused commitment fee of 0.15% per annum of the unused portion of the Prior Credit Facility, charged quarterly in arrears based on the average unused commitment available under the Prior Credit Facility. The Prior Credit Facility's unamortized deferred financing costs of $100,080 and $21,724 as of December 31, 2021 and 2020, respectively, were presented under prepaid expenses and other assets in the Company's consolidated balance sheets as of December 31, 2021 and 2020. The Prior Credit Facility was secured by substantially all of the Company’s tangible and intangible assets, including intellectual property. The Prior Credit Facility required the Company to maintain a minimum debt service coverage ratio of 1.25 to 1.00 and minimum tangible NAV (as defined in the loan agreement) of $120,000,000, measured quarterly. Mr. Raymond Wirta, the Company’s former Chairman, and the Wirta Family Trust guaranteed the $6,000,000 initial Banc of California borrowing, which guarantee expired upon the full repayment of the $6,000,000 in August 2021. Mr. Wirta and the Wirta Family Trust also guaranteed the $5,000,000 revolving line of credit for working capital. On March 29, 2021, the Company entered into an updated indemnification agreement with Mr. Wirta and the Wirta Family Trust with respect to their guarantees of borrowings under the Prior Credit Facility pursuant to which the Company agreed to indemnify Mr. Wirta and the Wirta Family Trust if they were required to make payments to Banc of California pursuant to such guarantees. The indemnification agreement was terminated upon the termination of the Prior Credit Facility. The Prior Credit Facility contained customary representations, warranties and covenants, which were substantially similar to those in the Company's previous credit facility provided by PMB. The Company’s ability to borrow under the Prior Credit Facility was subject to its ongoing compliance with various affirmative and negative covenants, including with respect to indebtedness, guaranties, mergers and asset sales, liens, tangible net worth, corporate existence and financial reporting obligations. The Prior Credit Facility also contained 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, Banc of California may have accelerated the repayment of amounts outstanding under the Prior Credit Facility, taken possession of any collateral securing the Prior Credit Facility and exercised other remedies subject, in certain instances, to the expiration of an applicable cure period. Economic Relief Note Payable On April 20, 2020, a subsidiary of the Company entered into a loan agreement and promissory note evidencing an unsecured loan in the aggregate amount of $517,000 made by PMB to this subsidiary under the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The PPP is administered by the U.S. Small Business Administration (the “SBA”). Under the terms of the CARES Act, PPP loan recipients could apply for and be granted forgiveness for all or a portion of the loan granted under the PPP. In December 2020, the subsidiary of the Company submitted its application for forgiveness of the total amount of the loan to PMB. After PMB’s review, the Company updated its forgiveness application on February 10, 2021, PMB submitted the application to the SBA on February 10, 2021, and on February 16, 2021, the subsidiary of the Company was notified by PMB that the Company's application for forgiveness of the PPP loan had been approved by the SBA in the full amount of $517,000. Accordingly, the forgiveness of the PPP loan was recorded as other income in the first quarter of 2021. Compliance with All Debt Agreements Over the near term the Company is targeting leverage of 40% of the aggregate fair value of the Company's real estate properties plus the Company’s cash and cash equivalents, with a long term goal of lower leverage, although the Company's maximum leverage, as defined and approved by the board of directors, is 55% of the estimated fair value of the Company’s real estate assets plus the Company’s cash and cash equivalents. The Company uses available leverage based on the relative cost of debt and equity capital, and to address strategic borrowing advantages potentially available to the Company. Pursuant to the terms of mortgage notes payable on certain of the Company’s properties and the Prior Credit Facility, the Company and/or the subsidiary borrowers are subject to certain financial loan covenants. The Company and/or the subsidiary borrowers were in compliance with such financial loan covenants as of December 31, 2021. The following summarizes the future principal repayments of the Company’s mortgage notes payable and credit facility, excluding mortgage notes payable related to real estate investments held for sale as of December 31, 2021: December 31, 2021 Mortgage Notes Credit Facility Total 2022 $ 15,650,283 $ 8,022,000 $ 23,672,283 2023 21,587,403 — 21,587,403 2024 20,841,085 — 20,841,085 2025 20,736,311 — 20,736,311 2026 17,989,016 — 17,989,016 Thereafter 56,171,339 — 56,171,339 Total principal 152,975,437 8,022,000 160,997,437 Plus: unamortized mortgage premium, net of discount 204,281 — 204,281 Less: deferred financing costs, net (956,139) — (956,139) Total $ 152,223,579 $ 8,022,000 $ 160,245,579 After the full repayments of the 20 property mortgages and the Prior Credit Facility on January 18, 2022 discussed above, the adjusted future principal repayments of the remaining mortgage notes payable are as follows: 2022, $304,320; 2023, $318,300; 2024, $13,244,116; 2025, $543,886; 2026, $568,370; and thereafter, $29,818,128, aggregating $44,797,120. Terms of the new loan facility are described in Note 13 . Interest Expense The following is a reconciliation of the components of interest expense for the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Mortgage notes payable: Interest expense $ 7,536,789 $ 8,470,248 Amortization of deferred financing costs 535,440 937,564 (Gain) loss on interest rate swaps (1) (847,730) 1,172,781 Unsecured credit facility: Interest expense 192,786 527,047 Amortization of deferred financing costs 78,588 128,171 Other loan fees and costs 90,324 224,936 Total interest expense $ 7,586,197 $ 11,460,747 (1) Includes unrealized (gain) loss on interest rate swaps of $(970,039) and $770,898 for years ended December 31, 2021 and 2020, respectively (see Note 8 ). Accrued interest payable of $56,114 and $45,636 as of December 31, 2021 and 2020, 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, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
INTEREST RATE SWAP DERIVATIVES | INTEREST RATE SWAP DERIVATIVES The Company, through its limited liability company subsidiaries, entered into interest rate swap agreements with amortizing notional amounts relating to four of its mortgage notes payable. Four additional swap agreements assumed in conjunction with the Merger which were in place as of December 31, 2020 terminated in due course or were terminated in connection with asset sales and refinancings during year ended December 31, 2021. 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. During the year ended December 31, 2021, the Company terminated two swap agreements related to the GSA (MHSA) and Eco-Thrift properties at aggregate costs of $23,900, and during the year ended December 31, 2020, the Company terminated three swap agreements related to the Dinan, Rite Aid and Island Pacific properties at aggregate costs of $99,200. All four of the Company's interest rate swaps as of December 31, 2021 were terminated on January 18, 2022 for an aggregate cost of $733,000 in conjunction with full repayment of the four related mortgage notes. See Note 13 for discussion of mortgage note repayments funded by the Company's new loan facility. The following table summarizes the notional amount and other information related to the Company’s interest rate swaps as of December 31, 2021 and 2020. December 31, 2021 December 31, 2020 Derivative Number Notional Amount (i) Reference Weighted Weighted Number Notional Amount (i) Reference Weighted Weighted Interest Rate 4 $ 26,051,000 One-month LIBOR + applicable spread/Fixed at 4.05%-5.16% 4.51 % 2.0 years 8 $ 36,617,164 One-month LIBOR + applicable spread/Fixed at 3.13%-5.16% 3.35 % 2.2 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, 2021 and 2020 were $24,935,999 and $34,989,063, respectively. (ii) The reference rate was as of December 31, 2021. (iii) The reference rate was as of December 31, 2020. 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, 2021 December 31, 2020 Derivative Instrument Balance Sheet Location Number of Fair Value Number of Fair Value Interest Rate Swaps Asset - Interest rate swap derivatives, at fair value — $ — — $ — Interest Rate Swaps Liability - Interest rate swap derivatives, at fair value 4 $ (788,016) 8 $ (1,743,889) 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, 2021 or 2020 were designated as hedging instruments; therefore, the net unrealized (gains) losses recognized on interest rate swaps of $(970,039) and $770,898, respectively, were recorded as a decrease and an increase in interest expense for the years ended December 31, 2021 and 2020, respectively (see Note 7 ). |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
PREFERRED STOCK | PREFERRED STOCK Preferred Stock The Company is authorized to issue up to 50,000,000 shares of preferred stock. In connection with an underwritten public offering in September 2021 (discussed below in detail), the Company classified and designated 2,000,000 shares of its authorized preferred stock as authorized shares of Series A Preferred Stock. As of December 31, 2021, 2,000,000 shares of authorized Series A Preferred Stock were issued and outstanding. Underwritten Offering - Series A Preferred Stock On September 14, 2021, the Company and the Operating Partnership entered into the Underwriting Agreement with the Underwriters, pursuant to which the Company agreed to issue and sell 1,800,000 shares of the Company’s Series A Preferred Stock, with a liquidation preference of $25.00 per share, in the Preferred Offering at a price per share of $25.00. In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 200,000 shares of the Series A Preferred Stock, which the Underwriters exercised in full on September 16, 2021. In the Underwriting Agreement, the Company and the Operating Partnership made certain customary representations, warranties and covenants and agreed to indemnify the Underwriters against certain liabilities. The issuance and sale of the shares of Series A Preferred Stock, including the issuance and sale of 200,000 shares pursuant to the Underwriters’ full exercise of their option to purchase additional shares, closed and began trading on the NYSE on September 17, 2021. The gross proceeds from the Preferred Offering were $50,000,000 and the net proceeds were $47,607,309, after deducting the underwriting discount of $1,575,000 and other offering costs of $817,691. The Company contributed $48,425,000 of the net proceeds from the Preferred Offering prior to other offering costs to the Operating Partnership in exchange for a new class of 7.375% Series A Cumulative Redeemable Perpetual Preferred Units of the Operating Partnership (the “Series A Preferred Units”), which have economic interests that are substantially similar to the designations, preferences and other rights of Series A Preferred Stock. The Company, acting through the Operating Partnership, intends to use the net proceeds from such contribution for general corporate purposes, which is expected to include purchases of additional properties and other real estate and real estate-related assets (see Notes 3 and 13 for real estate investment acquisitions). Series A Preferred Stock - Terms Holders of Series A Preferred Stock are entitled to cumulative dividends in the amount of $1.84375 per share each year, which is equivalent to the rate of 7.375% of the $25.00 liquidation preference per share per annum. The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless redeemed, converted or otherwise repurchased. Except in limited circumstances relating to the Company's qualification as a REIT for U.S. federal income tax purposes, and as described in the articles supplementary governing the terms of the Series A Preferred Stock (the “Articles Supplementary”), the Series A Preferred Stock is not redeemable prior to September 17, 2026. On and after September 17, 2026, at any time and from time to time, the Series A Preferred Stock will be redeemable in whole or in part, at the Company's option, at a cash redemption price of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not authorized or declared), if any, to, but not including, the redemption date. In addition, upon the occurrence of a Delisting Event or a Change of Control (each as defined in the Articles Supplementary), the Company may, subject to certain conditions, at its option, redeem the Series A Preferred Stock, in whole or in part, (i) after the first date on which the Delisting Event occurred or (ii) on, or within 120 days after, the first date on which the Change of Control occurred, as applicable, by paying the liquidation preference of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not authorized or declared), if any, to, but not including, the redemption date. Upon the occurrence of a Change of Control during a continuing Delisting Event, unless the Company has elected to exercise its redemption right, holders of the Series A Preferred Stock will have certain rights to convert the Series A Preferred Stock into shares of the Company’s Class C common stock. In addition, upon the occurrence of a Delisting Event, the dividend rate will be increased on the day after the occurrence of the Delisting Event by 2.00% per annum to the rate of 9.375% of the $25.00 liquidation preference per share per annum (equivalent to $2.34375 per share each year) from and after the date of the Delisting Event. Following the cure of such Delisting Event, the dividend rate will revert to the rate of 7.375% of the $25.00 liquidation preference per share per annum. The necessary conditions to convert the Series A Preferred Stock into the Company's Class C common stock have not been met as of December 31, 2021. Therefore, the Series A Preferred Stock did not impact the Company’s earnings per share calculations for the year ended December 31, 2021. The Series A Preferred Stock ranks senior to the Company's Class C common stock and Class S common stock, with respect to dividend rights and rights upon Company’s voluntary or involuntary liquidation, dissolution or winding up. Voting rights for holders of Series A Preferred Stock exist primarily with respect to the ability to elect two additional directors to the board of directors if six or more quarterly dividends (whether or not authorized or declared or consecutive) payable on the Series A Preferred Stock are in arrears, and with respect to voting on amendments to the Company’s charter (which includes the Articles Supplementary) that materially and adversely affect the rights of the Series A Preferred Stock or create additional classes or series of shares of the Company’s capital stock that are senior to the Series A Preferred Stock. Other than the limited circumstances described above and in the Articles Supplementary, holders of Series A Preferred Stock do not have any voting rights. Series A Preferred Stock Dividend Dividends on the Company's Series A Preferred Stock accrue in an amount equal to $1.84375 per share each year ($0.460938 per share per quarter) to holders of Series A Preferred Stock, which is equivalent to 7.375% of the $25.00 liquidation preference per share per annum. Dividends on the Series A Preferred Stock are cumulative and payable quarterly in arrears on the 15th day of January, April, July and October of each year (or, if not a business day, the next succeeding business day) to holders of record on the applicable record date. The first quarterly dividend for the Series A Preferred Stock sold in the Preferred Offering was paid on January 18, 2022 and represented an accrual for more than a full quarter, covering the period from September 17, 2021 to, and including, December 31, 2021. Any accrued and unpaid dividends payable with respect to the Series A Preferred Stock become part of the liquidation preference thereof. On November 11, 2021, the Company’s board of directors declared Series A Preferred Stock dividends payable of $1,065,278 for the fourth quarter of 2021, including the $143,403 of accrued dividends as of September 30, 2021, all of which were accrued as of December 31, 2021 and paid on January 15, 2022. On March 18, 2022, the Company’s board of directors declared Series A Preferred Stock dividends payable of $921,875 for the first quarter of 2022, which is scheduled to be paid on April 15, 2022. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
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 through cash payments and by issuing shares of Class C common stock to them. The total fees incurred for board services and paid by the Company for the years ended December 31, 2021 and 2020, is as follows: December 31, Board of Directors Compensation 2021 2020 Cash paid for services rendered $ 147,500 $ 50,000 Value of shares issued for services rendered 357,500 357,083 Total $ 505,000 $ 407,083 Number of shares issued for services rendered 15,191 16,786 As of December 31, 2020, $21,250 was accrued for the fourth quarter of 2020 services and was paid in cash during January 2021. Related Party Transactions with Unconsolidated Investment in a Real Estate Property The Company's taxable REIT subsidiary serves as the asset manager of the TIC Interest property and earned asset management fees of $263,971 for both years ended December 31, 2021 and 2020. Transactions with Other Related Parties Effective February 3, 2020, the Company's indirect subsidiary, Modiv Advisors, LLC, became the advisor to BRIX REIT, Inc., a REIT originally sponsored by BrixInvest, which also sponsored the Company until the Self-Management Transaction on December 31, 2019. During the years ended December 31, 2021 and 2020, no business transactions occurred between the Company and BRIX REIT, Inc. other than minor expenses advanced. On March 2, 2020, the Company borrowed a total of $4,000,000, secured by mortgages on its two Chevron properties, from the Company's former Chairman, Mr. Wirta. The Company's conflicts committee approved the terms of these mortgages which bore interest at an annual rate of 8% and were scheduled to mature on June 2, 2020. On June 1, 2020, the maturity date of these mortgages was extended to September 1, 2020 on the same terms, along with an option for a further extension to November 30, 2020 at the Company’s election prior to August 18, 2020, which the Company elected not to exercise. On July 31, 2020 and August 28, 2020, the mortgages secured by the Chevron San Jose, California property and Chevron Roseville, California property, each for $2,000,000, were repaid along with all related accrued interest. 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 former Chairman. The notes payable had identical terms including a fixed interest rate of 10% paid semi-monthly and a maturity date of April 23, 2020. The remaining principal amount of $218,931 due for each note, aggregating $437,862, was paid on the maturity date. The repayments are included in the change in due to affiliates in the accompanying statement of cash flows for the year ended December 31, 2020. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020, the Company had obligations to pay $189,136 and $60,598, respectively, for on-site and tenant improvements to be incurred by tenants. As of December 31, 2021 and 2020, the Company had $2,281,462 and $92,684, respectively, of restricted cash held to fund other building improvements, tenant improvements and leasing commissions. Pursuant to the refinancing of the related mortgage notes payable on January 18, 2022 as discussed in Note 13 , the restricted cash as of December 31, 2021 was released. Redemption of Common Stock The Company had a share repurchase program that enabled qualifying stockholders to sell their Class C common stock or Class S common stock to the Company in limited circumstances. On November 2, 2021, the Company's board of directors terminated the Company's Reg A Offering and the share repurchase program effective upon the close of business on November 24, 2021 and directed management to seek a listing of the Company's Class C common stock on a national securities exchange in early 2022. The maximum amount of common stock able to be repurchased per month was limited to no more than 2% of the Company’s most recently determined aggregate NAV. Repurchases for any calendar quarter were limited to no more than 5% of the Company's most recently determined aggregate NAV. The foregoing repurchase limitations were 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 was 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 Pre-Listing 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 had the discretion to repurchase fewer shares than had been requested to be repurchased in a particular month or quarter, or to repurchase no shares at all, in the event that it lacked 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 determined that investing in real property or other investments was a better use of its capital than repurchasing its shares. In the event that the Company repurchased some but not all of the shares submitted for repurchase in a given period, shares submitted for repurchase during such period were repurchased on a pro-rata basis, subject to any Extraordinary Circumstance Repurchase (defined below). The Company had the discretion, but not the obligation, under extraordinary market or economic circumstances, to make a special repurchase in equal, nominal quantities of shares from all stockholders who had submitted share repurchase requests during the period (“Extraordinary Circumstance Repurchase”). Extraordinary Circumstance Repurchases preceded any pro rata share repurchases that were made during the period. See Note 13 for details regarding the Company's 2022 share repurchase program. 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 (the “State Court Action”), against the former advisor by Clay Kramer, one of the former advisor's former employees. Kramer was previously the former advisor's 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, Kramer claimed he was terminated in retaliation for his purported whistleblowing with respect to alleged attempts to plagiarize materials and for alleged misleading statements made by the former advisor. In September 2020, the State Court Action was removed to the United States District Court, Central District of California (“U.S. District Court” and, together with the “State Court Action”, the “Kramer Matter”). On June 14, 2021, the U.S. District Court scheduled a jury trial commencing April 11, 2022. The Company is not a party to the lawsuit. On March 10, 2022, the former advisor and Kramer entered into a confidential short-form settlement agreement with respect to the Kramer Matter and the settlement amount will be paid by the former advisor’s insurance. |
OPERATING PARTNERSHIP UNITS
OPERATING PARTNERSHIP UNITS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
OPERATING PARTNERSHIP UNITS | OPERATING PARTNERSHIP UNITS Class M OP Units On September 19, 2019, the Company, the Operating Partnership, BrixInvest and Daisho OP Holdings, LLC, a formerly wholly-owned subsidiary of BrixInvest (“Daisho”), which was spun off from BrixInvest on December 31, 2019, entered into a contribution agreement pursuant to which the Company agreed to acquire 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 (the “Self-Management Transaction”). As a result of the Self-Management Transaction, the Company became self-managed and eliminated all fees for acquisitions, dispositions and management of its properties, which were previously paid to its former external advisor. The consideration transferred as of December 31, 2019 was determined to have a fair value of $50,603,000 based on a probability weighted analysis of achieving the requisite assets under management (“AUM”) and adjusted funds from operations (“AFFO”) hurdles. The Class M OP Units were issued to Daisho on December 31, 2019 in connection with the Self-Management Transaction and are non-voting, non-dividend accruing, and were not able to be converted or exchanged prior to the one-year anniversary of the Self-Management Transaction. Investors holding units in BrixInvest received Daisho units in a ratio of 1:1 for an aggregate of 657,949.5 Daisho units. During 2020, Daisho distributed the Class M OP Units to its members. The Class M OP Units are convertible into Class C OP Units at a conversion ratio of 1.6667 Class C OP Units for each one Class M OP Unit, subject to a reduction in the conversion ratio (which reduction will vary depending upon the amount of time held) if the exchange occurs prior to the four-year anniversary of the completion of the Self-Management Transaction. As of December 31, 2021, no Class M OP Units had been converted to Class C OP Units. In the event that Class M OP Units are converted into Class C OP Units prior to December 31, 2023, such Class M OP Units shall be exchanged at the rate indicated below: Date of Exchange Early Conversion Rate From December 31, 2020 to December 30, 2021 50% of the Class M conversion ratio From December 31, 2021 to December 30, 2022 60% of the Class M conversion ratio From December 31, 2022 to December 30, 2023 70% of the Class M conversion ratio As of December 31, 2021, no Class M OP Units had been converted to Class C OP Units. The Class M OP Units are eligible for an increase in the conversion ratio (conversion ratio enhancement) if the Company achieves both of the targets for AUM and AFFO in a given year as set forth below: Hurdles AUM AFFO Class M ($ in billions) Per Share ($) Conversion Ratio Initial Conversion Ratio 1:1.6667 Fiscal Year 2021 $ 0.860 $ 1.77 1:1.9167 Fiscal Year 2022 $ 1.175 $ 1.95 1:2.5000 Fiscal Year 2023 $ 1.551 $ 2.10 1:3.0000 The hurdles for AUM and AFFO per share were not met for fiscal year 2021. Based on the current conversion ratio of 1.6667 Class C OP Units for each one Class M OP Unit, if a Class M OP Unit is converted on or after December 31, 2023, and based on the Listed Offering price of $25.00, a Class M OP Unit would be valued at $41.67 (unaudited). This value does not reflect the early conversion rate or the future conversion enhancement ratio of the Class M OP Units, as discussed above, and the Class P OP Units, as discussed below. Class P OP Units The Company issued 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 Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended (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 1.6667 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 Aaron S. Halfacre, the Company’s Chief Executive Officer and President, and Raymond J. Pacini, the Company's Chief Financial Officer, 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 both executives as a portion of their incentive compensation for 2020 in connection with their entry into restrictive covenant agreements. The 29,711 Class P OP Units were valued based on the estimated NAV per share of $30.48 (unaudited) when issued on December 31, 2019 and the expected minimum conversion ratio of 1.6667 Class C OP Units for each one Class P OP Unit, which resulted in a valuation of $1,509,319. This amount is amortized on a straight-line basis over 51 months through March 31, 2024, the expected vesting date of the units, as a periodic charge to stock compensation expense. During the years ended December 31, 2021 and 2020, the Company amortized and charged $355,134 to stock compensation expense for both periods for Class P OP Units. The unamortized value of these units was $799,051 as of December 31, 2021. 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 interests 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 the equity in the Operating Partnership as of December 31, 2019. Class R OP Units On January 25, 2021, the compensation committee of the Company's board of directors recommended, and the board of directors approved, the grant of 40,000 Class R OP Units to Mr. Halfacre in recognition of his voluntary reduction in his 2020 compensation plus 170,667 Class R OP Units to Mr. Halfacre as equity incentive compensation for the next three years, and the grant of 33,333 Class R OP Units to Mr. Pacini as equity incentive compensation for the next three years. An additional 116,000 Class R OP Units were granted to the rest of the employees of the Company for a total of 360,000 Class R OP Units granted. All Class R OP Units granted vest on January 25, 2024 and are then mandatorily convertible into Class C OP Units on March 31, 2024 at a conversion ratio of 1:1 which conversion ratio can increase to 1:2.5 Class C OP Units if the Company generates funds from operations of $1.05, or more, per weighted average fully-diluted share outstanding for the year ending December 31, 2023. The Company has concluded that as of each quarter end, including December 31, 2021, achieving the performance target is not deemed probable and will adjust compensation expense prospectively if achieving the enhancement is deemed probable in the future. Stock compensation expense related to the 360,000 Class R OP Units is based on the estimated value per share, including a discount for the illiquid nature of the underlying equity, and is being recognized over the three-year vesting period. During the year ended December 31, 2021, 26,657 Class R OP Units were forfeited due to the departure of employees. During the year ended December 31, 2021, the Company amortized and charged $2,032,247 to stock compensation expense for the Class R OP Units since the grant date, net of the reversal of the previous amortization of the 26,657 forfeited units. The unamortized value of the remaining 333,343 units was $4,493,109 as of December 31, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company evaluates subsequent events until the date the consolidated financial statements are issued. Significant subsequent events are described below: Listed Offering On February 10, 2022, the Company and the Operating Partnership entered into an underwriting agreement (the “Class C Common Stock Underwriting Agreement”) with B. Riley Securities, Inc., as the underwriter listed on Schedule I thereto, pursuant to which the Company agreed to issue and sell 40,000 shares of the Company’s Class C common stock, $0.001 par value per share in an underwritten Listed Offering at a price per share of $25.00. On February 15, 2022, the Company completed the Listed Offering of its Class C common stock, and in connection with the Listed Offering, the Company sold to Mr. Wirta, the Company’s former Chairman, all 40,000 shares of its Class C common stock at $25.00 per share for estimated aggregate net proceeds of $114,500, after deducting the underwriting discount of $70,000, and other offering costs of $815,500. The primary purpose of the Listed Offering was to provide liquidity to the Company’s existing stockholders. The shares of Class C common stock began trading on the NYSE on February 11, 2022 under the ticker symbol “MDV.” In connection with the Listed Offering and upon the listing on the NYSE, each share of the Company's Class S common stock was converted into Class C common stock. Preferred Stock Dividends On January 18, 2022, the Company paid its Series A Preferred Stock dividends payable of $1,065,278 for the fourth quarter of 2021, including the $143,403 accrued dividends as of September 30, 2021, which were declared by the Company’s board of directors on November 11, 2021. On March 18, 2022, the Company’s board of directors declared Series A Preferred Stock dividends payable of $921,875 for the first quarter of 2022, which are scheduled to be paid on April 15, 2022. Common Stock Distributions On September 30, 2021, the Company's board of directors authorized monthly distributions payable to common stockholders of record as of December 31, 2021, which were paid in the amount of $730,445 on January 5, 2021, based on the daily distribution rate of $0.00315070 per share per day of Class C and Class S common stock, which reflects an annualized distribution rate of $1.15 per share. On January 5, 2022, the Company's board of directors declared a 13 th distribution for 2021 to its common stockholders since the Company’s AFFO exceeded 110% of distributions declared for the year ended December 31, 2021. The 13th distribution was based on the outstanding shares of common stock held by stockholders on the record date of January 6, 2022 using the following formula: (i) the daily amount of the 13 th distribution divided by 365 days (ii) multiplied by the number of days such shares of common stock were held by such stockholder from January 1, 2021 through December 31, 2021 which aggregated $732,965. Stockholders were only eligible for the 13 th distribution if they held such shares as of the close of business on the record date. On January 27, 2022, the Company's board of directors authorized monthly distributions payable to common stockholders of record as of January 31, 2022, which were paid by issuing 20,097 shares of Class C common stock and cash payments of $454,424 on February 25, 2022, including $125,770 of distributions paid in cash for the Class C OP Units granted as payment by the Company for the acquisition of the KIA property as discussed below. The monthly distributions amount of $0.095833 per share represents an annualized distribution rate of $1.15 per share of common stock. On February 17, 2022, the Company's board of directors authorized monthly distributions payable to common stockholders of record as of February 28, 2022, and March 31, 2022, which will be paid on or about March 25, 2022, and April 25, 2022, respectively. The current monthly distribution amount of $0.095833 per share represents an annualized distribution rate of $1.15 per share of common stock. On March 18, 2022, the Company’s board of directors authorized monthly distributions payable to common stockholders of record as of April 29, 2022, May 31, 2022 and June 30, 2022, which will paid on or about May 25, 2022, June 27, 2022 and July 25, 2022, respectively. The current monthly distribution amount of $0.095833 per share represents an annualized distribution rate of $1.15 per share of common stock. 2022 Share Repurchase Program On February 15, 2022, the Company's board of directors authorized up to $20,000,000 in repurchases of its outstanding shares of common stock through December 31, 2022. Purchases made pursuant to the program will be made from time-to-time in the open market, in privately negotiated transactions or in any other manner as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. From February 15, 2022 through March 22, 2022, the Company repurchased a total of 42,339 shares of its common stock for a total of $702,611 under this share repurchase program. 2022 Distribution Reinvestment Plan On February 15, 2022, the Company's board of directors amended and restated the DRP with respect to the Class C common stock to change the purchase price at which the Class C common stock is issued to stockholders who elect to participate in the DRP. The purpose of this change was to reflect the fact that the Company's Class C common stock is now listed on the NYSE and no longer priced based on NAV per share. As more fully described in the Second Amended and Restated DRP, the purchase price for the Class C common stock under the DRP depends on whether the Company issues new shares to DRP participants or the Company or any third-party administrator obtains shares to be issued to DRP participants by purchasing them in the open market or in privately negotiated transactions. The purchase price for the Class C Common Stock issued directly by the Company will be 97% (or such other discount as may then be in effect) of the Market Price (as defined in the Second Amended and Restated DRP) of the Class C common stock. This discount is subject to change from time to time, in the Company’s sole discretion, but will be between 0% to 5% of the Market Price. The purchase price for the Class C common stock that the Company or any third-party administrator purchases from parties other than the Company, either in the open market or in privately negotiated transactions, will be 100% of the “average price per share” (as described in the Second Amended and Restated DRP) actually paid for such shares of Class C common stock, excluding any processing fees. The Second Amended and Restated DRP also reflects the $0.05 per share processing fee that will be paid by DRP participants for each share of Class C common stock purchased through the DRP. The Second Amended and Restated DRP was effective beginning with distributions paid in February 2022. Real Estate Acquisitions On January 18, 2022, the Company completed the acquisition of one of the three largest KIA auto dealership properties in the U.S., located on Interstate 405 in Carson, California, for $69,275,000 in an ‘‘UPREIT’’ transaction wherein the seller received 1,312,382 Class C OP Units for approximately 47% of the property value and the Company repaid a $36,465,449 existing mortgage, including accrued interest, on the property with a draw on the Facility (as defined below) provided by KeyBank National Association (‘‘KeyBank’’) and a syndicate of lenders enumerated below. The purchase price represents a 5.70% cap rate and the property has a 25-year lease with annual rent escalations of 2%. On January 31, 2022, the Company acquired an industrial property and related equipment in Saint Paul, Minnesota that is used in indoor vertical farming for $8,079,000. The purchase price represents a 7.00% initial cap rate for the 20-year lease with annual rent escalations of 2.5%. The Company funded this acquisition with a portion of the proceeds from its offering of Series A Preferred Stock in September 2021. The tenant is Kalera, Inc., which was introduced to the Company by Curtis B. McWilliams, one of our independent directors. Since Mr. McWilliams is serving as the Interim Chief Executive Officer of Kalera, Inc., all of the disinterested members of our board of directors approved this transaction. On March 4, 2022, the Company entered into a purchase and sale agreement to acquire eight industrial properties leased to Lindsay Precast, LLC (“Lindsay”) in a sale and leaseback transaction, which is expected to have a 25-year lease term and 2% annual rent increases. Lindsay is an industry-leading precast concrete manufacturer and steel fabricator with a 60-year operating history. These properties are used in outdoor storage and manufacturing, and are located in Ohio, Colorado, North Carolina, South Carolina and Florida. The purchase price is $53,350,000, which reflects a cap rate of 6.65%, and the Company expects to complete this purchase in April 2022, subject to completion of due diligence and customary closing conditions. The Company plans to fund the purchase with a draw on the Company’s Facility and available cash on hand. There can be no assurances that the Company will be able close this transaction. Real Estate Dispositions On February 11, 2022, the Company completed the sale of two medical office properties in Dallas, Texas and Richmond, Virginia leased to Texas Health and Bon Secours, respectively, and one medical industrial property in Richmond, Virginia leased to Omnicare for an aggregate sales price of $26,000,000, which generated net proceeds of $11,883,639 after payment of commissions, closing costs and existing mortgages. On February 24, 2022, the Company completed the sale of a medical office property in Orlando, Florida leased to Accredo for a sales price of $14,000,000, which generated net proceeds of $5,000,941 after payment of the commission, closing costs and repayment of the existing mortgage. Extension of Leases Effective January 12, 2022, the Company extended the lease term of its Cummins property located in Nashville, Tennessee from March 1, 2023 to February 28, 2024 with a 2% increase in minimum annual rent commencing March 1, 2023. Cummins accepted the extension of the lease term and possession of the property on an "AS-IS" basis. The Company also granted to Cummins an option to extend the lease term for an additional five years commencing March 1, 2024 and paid a leasing commission of $30,000 in connection with this extension. Effective January 26, 2022, the Company also extended the lease term of its ITW Rippey property located in El Dorado Hills, California from August 1, 2022 to July 31, 2029 with a 6% increase in annual rent commencing August 1, 2022 and 3% annual escalations thereafter. The Company also agreed to provide a tenant improvements allowance of $481,250 in connection with this extension and granted ITW Rippey an option to extend the lease term for an additional five years commencing August 1, 2029. The Company is entitled to a 5% supervisory fee of the cost of the tenant improvements. Effective March 4, 2022, the Company extended the lease term of its Williams Sonoma property located in Summerlin, Nevada from October 31, 2022 to October 31, 2025 with a 4% increase in annual rent commencing November 1, 2022 and 2.7% annual escalations thereafter. The Company also agreed to provide the tenant with one month of free rent, an inducement payment of $100,000 and tenant improvements allowance of $166,450 in connection with this extension and will pay a leasing commission of $90,383 in connection with this extension. Credit Agreement On January 18, 2022, the Company's Operating Partnership entered into a $250,000,000 credit agreement (‘‘Credit Agreement’’) providing for a $100,000,000 four-year revolving line of credit, which may be extended by up to 12 months subject to certain conditions (the ‘‘Revolver’’), and a $150,000,000 five-year term loan with KeyBank and the other lending institutions party thereto (collectively, the ‘‘Lenders’’), including KeyBank as Agent for the Lenders (in such capacity, the ‘‘Agent’’), BMO Capital Markets, Truist Bank and The Huntington National Bank as Co-Syndication Agents (the “Co-Syndication Agents”) and KeyBanc Capital Markets Inc., BMO Capital Markets, Inc., Truist Securities, Inc. and The Huntington National Bank as Joint-Lead Arrangers (the “Lead Arrangers”) (the ‘‘Term Loan’’ and together with the ‘‘Revolver,’’ the ‘‘Facility’’). The Facility is available for general corporate purposes, including, but not limited to, acquisitions, repayment of existing indebtedness and capital expenditures. The Facility is priced on a leverage-based pricing grid that fluctuates based on the Company’s actual leverage ratio. If the Company's leverage ratio is below or equal to 50%, the interest rate on the Revolver will be 175 basis points over the Secured Overnight Financing Rate (‘‘SOFR’’) plus a 10 basis points credit adjustment, which would equate to a floating interest rate of 1.90% as of December 31, 2021. The Facility includes customary covenants, including minimum fixed charge coverage of 1.50x, minimum tangible net worth of $208,629,727 plus 85% of net offering proceeds and maximum leverage of 60% of the Company's borrowing base. The Facility is secured by a pledge of all of the Operating Partnership’s equity interests in certain of the single-purpose, property-owning entities (the ‘‘Subsidiary Guarantors’’) that are indirectly owned by the Company, and various cash collateral owned by the Operating Partnership and the Subsidiary Guarantors. In connection with the Facility, the Company and each of the Subsidiary Guarantors entered into an Unconditional Guaranty of Payment and Performance in favor of the Agent, pursuant to which the Company and each of the Subsidiary Guarantors agreed to guarantee the full and prompt payment of the Operating Partnership’s obligations under the Credit Agreement. While the Facility allows for borrowings up to 60% of the Company's borrowing base and the Company's board of directors has approved a maximum leverage ratio of 55% of the aggregate fair value of the Company's real estate properties plus its cash and cash equivalents, over the near term the Company is targeting leverage of 40% with a long term goal of lower leverage, and the Company does not plan to allow its leverage ratio to exceed 45% in order to minimize the interest rate payable on the Revolver and the Term Loan. The Company also has the right to increase the Facility to a maximum of $500,000,000, subject to customary conditions, including the receipt of new commitments from the Lenders. Subsequent to the Facility drawdown discussed below, on March 8, 2022, the Company prepaid $35,000,000 of the outstanding balance on the Revolver with cash on hand in order to reduce interest expense. Following this prepayment, the Company has availability under the Revolver of approximately $80,000,000 which can be drawn for general corporate purchases, including pending and future acquisitions. Facility Drawdown On January 18, 2022, the Company borrowed $155,775,000 from its Facility consisting of $100,000,000 under the Term Loan and $55,775,000 under the Revolver. The Company used a portion of the proceeds from the Facility to pay total commitment and arrangement fees of $2,020,000 to the Agent, the Lenders, the Lead Arrangers and Co-Syndication Agents. The Company used the additional proceeds from the Facility to repay its previous line of credit, 20 property mortgages, and related interest aggregating $153,428,764, including the $36,465,449 mortgage on the KIA property, which was acquired on January 18, 2022 as discussed above. The 20 mortgages that were paid off were for the following 27 properties: eight Dollar Generals (including Dollar General, California and Dollar General, Big Spring), Northrop Grumman, exp Maitland, Wyndham, Williams Sonoma, EMCOR, Husqvarna, AvAir, 3M, Cummins, Levins, Labcorp, GSA (MHSA), PreK Education, ITW Rippey, Solar Turbines, Wood Group, Gap, L3Harris and Walgreens. After the 20 property mortgages were paid-off, seven property mortgages as of December 31, 2021 remained outstanding, including four property mortgages related to the held for sale assets. Those four mortgages were paid off pursuant to sales of the properties in February 2022 as discussed above. Termination of Swap Agreements On January 18, 2022, the Company terminated its four remaining swap agreements related to the mortgage loans on the Company's Wyndham, Williams Sonoma, 3M and Cummins properties, valued at $788,016 as of December 31, 2021, at a total cost of $733,000 in connection with the repayment of these mortgage loans with funds drawn on the Facility, as further described above. Pro Forma Balance Sheet (Unaudited) The following illustrates the impact of the January 2022 acquisitions, February 2022 dispositions, the Facility and swap terminations discussed above on the Company’s balance sheet as of December 31, 2021, as if such transactions had occurred as of that date. Actual Pro Forma December 31, 2021 Acquisitions (1) Dispositions (2) Key Bank Facility December 31, 2021 Total real estate investments, net $ 337,074,025 $ 77,354,000 $ (31,510,762) $ — $ 382,917,263 Cash and cash equivalents 55,965,550 (8,079,000) 16,884,580 (496,764) 64,274,366 Restricted cash 2,441,970 — — — 2,441,970 Receivable from sale of real property 1,836,767 — — — 1,836,767 Tenant receivables 5,996,919 — — — 5,996,919 Above-market lease intangibles, net 691,019 — — — 691,019 Prepaid expenses and other assets 6,379,099 — — 2,210,000 8,589,099 Goodwill 17,320,857 — — — 17,320,857 Assets related to real estate investments held for sale 788,296 — (788,296) — — Total Assets $ 428,494,502 $ 69,275,000 $ (15,414,478) $ 1,713,236 $ 484,068,260 Mortgage notes payable, net $ 173,923,491 $ — $ (21,699,912) $ (107,426,459) $ 44,797,120 Credit facility 8,022,000 36,465,449 — 111,287,551 155,775,000 Accounts payable, accrued and other liabilities 11,844,881 — — (279,188) 11,565,693 Below-market lease intangibles, net 11,102,940 — — — 11,102,940 Interest rate swap derivatives 788,016 — — (788,016) — Liabilities related to real estate investments held for sale 383,282 — (383,282) — — Total liabilities 206,064,610 36,465,449 (22,083,194) 2,793,888 223,240,753 Total equity 222,429,892 32,809,551 6,668,716 (1,080,652) 260,827,507 Total liabilities and equity $ 428,494,502 $ 69,275,000 $ (15,414,478) $ 1,713,236 $ 484,068,260 (1) Reflects the acquisition of the KIA auto dealership property in Carson, California and the Kalera industrial property in Saint Paul, Minnesota in January 2022. (2) Reflects the dispositions of two medical office properties in Dallas, Texas and Richmond, Virginia leased to Texas Health and Bon Secours, respectively, one medical industrial property in Richmond, Virginia leased to Omnicare and one medical office property in Orlando, Florida leased to Accredo in February 2022. |
Schedule III Real Estate Assets
Schedule III Real Estate Assets and Accumulated Depreciation and Amortization | 12 Months Ended |
Dec. 31, 2021 | |
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 | MODIV INC. Schedule III Real Estate Assets and Accumulated Depreciation and Amortization December 31, 2021 Initial Cost to Company Gross Amount at Which Carried at Close of Period Description Location Original Date Encumbrances Land Buildings & Total Costs Land Buildings & Total Accumulated Net Dollar General Litchfield, ME 2015 11-04-2016 610,718 $ 293,912 $ 1,104,202 $ 1,398,114 $ — $ 293,912 $ 1,104,202 $ 1,398,114 $ (206,249) $ 1,191,865 Dollar General Wilton, ME 2015 11-04-2016 615,726 212,036 1,472,393 1,684,429 — 212,036 1,472,393 1,684,429 (263,955) 1,420,474 Dollar General Thompsontown, PA 2015 11-04-2016 615,726 217,912 1,088,678 1,306,590 — 217,912 1,088,678 1,306,590 (198,168) 1,108,422 Dollar General Mt. Gilead, OH 2015 11-04-2016 610,719 283,578 1,002,457 1,286,035 — 283,578 1,002,457 1,286,035 (189,998) 1,096,037 Dollar General Lakeside, OH 2015 11-04-2016 610,719 176,515 1,037,214 1,213,729 — 176,515 1,037,214 1,213,729 (194,997) 1,018,732 Dollar General Castalia, OH 2015 11-04-2016 610,719 154,676 1,033,818 1,188,494 — 154,676 1,033,818 1,188,494 (189,460) 999,034 Dollar General Bakersfield, CA 1952 12-31-2019 2,224,418 1,099,458 4,061,886 5,161,344 — 1,099,458 4,061,886 5,161,344 (294,265) 4,867,079 Dollar General Big Spring, TX 2015 12-31-2019 587,961 103,838 1,254,196 1,358,034 — 103,838 1,254,196 1,358,034 (101,937) 1,256,097 Dollar Tree Morrow, GA 1997 12-31-2019 — 159,829 1,233,836 1,393,665 — 159,829 1,233,836 1,393,665 (141,821) 1,251,844 Northrop Grumman Melbourne, FL 1986 03-07-2017 6,925,915 1,191,024 12,533,166 13,724,190 128,537 1,191,024 12,661,703 13,852,727 (3,563,252) 10,289,475 Northrop Grumman Parcel Melbourne, FL — 06-21-2018 — 329,410 — 329,410 — 329,410 — 329,410 — 329,410 exp US Services Maitland, FL 1985 03-27-2017 3,255,313 785,801 5,522,567 6,308,368 136,547 785,801 5,659,114 6,444,915 (1,057,244) 5,387,671 Wyndham Summerlin, NV 2001 06-22-2017 5,493,000 4,144,069 5,972,433 10,116,502 959,213 4,144,069 6,931,646 11,075,715 (1,524,714) 9,551,001 Williams Sonoma Summerlin, NV 1996 06-22-2017 4,344,000 3,546,745 4,028,821 7,575,566 1,054,532 3,546,745 5,083,353 8,630,098 (1,370,010) 7,260,088 EMCOR Cincinnati, OH 2010 08-29-2017 2,757,943 427,589 5,996,509 6,424,098 — 427,589 5,996,509 6,424,098 (783,562) 5,640,536 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 (1,470,745) 11,383,403 AvAir Chandler, AZ 2015 12-28-2017 19,950,000 3,493,673 23,864,226 27,357,899 — 3,493,673 23,864,226 27,357,899 (2,805,207) 24,552,692 3M DeKalb, IL 2007 03-29-2018 8,025,200 758,780 16,360,400 17,119,180 576,183 758,780 16,936,583 17,695,363 (4,721,930) 12,973,433 Cummins Nashville, TN 2001 04-04-2018 8,188,800 3,347,960 12,654,529 16,002,489 73,037 3,347,960 12,727,566 16,075,526 (2,958,875) 13,116,651 Costco Issaquah, WA 1987 12-20-2018 18,850,000 8,202,915 21,825,853 30,028,768 83,064 8,202,915 21,908,917 30,111,832 (3,957,595) 26,154,237 Taylor Fresh Foods Yuma, AZ 2001 10-24-2019 12,350,000 4,312,016 32,776,370 37,088,386 — 4,312,016 32,776,370 37,088,386 (2,918,695) 34,169,691 Levins Sacramento, CA 1970 12-31-2019 2,654,405 1,404,863 3,246,454 4,651,317 — 1,404,863 3,246,454 4,651,317 (441,217) 4,210,100 Labcorp San Carlos, CA 1974 12-31-2019 5,308,810 4,774,497 5,305,902 10,080,399 — 4,774,497 5,305,902 10,080,399 (408,642) 9,671,757 GSA (MSHA) Vacaville, CA 1987 12-31-2019 1,713,196 399,062 2,956,321 3,355,383 — 399,062 2,956,321 3,355,383 (277,030) 3,078,353 PreK Education San Antonio, TX 2014 12-31-2019 4,930,217 963,044 11,932,170 12,895,214 107,840 963,044 12,040,010 13,003,054 (1,086,024) 11,917,030 Initial Cost to Company Gross Amount at Which Carried at Close of Period Description Location Original Date Encumbrances Land Buildings & Total Costs Land Buildings & Total Accumulated Net Solar Turbines San Diego, CA 1985 12-31-2019 $ 2,708,683 $ 2,483,960 $ 4,933,307 $ 7,417,267 $ — $ 2,483,960 $ 4,933,307 $ 7,417,267 $ (601,166) $ 6,816,101 Wood Group San Diego, CA 1985 12-31-2019 3,313,133 3,461,256 6,662,918 10,124,174 284,979 3,461,256 6,947,897 10,409,153 (872,499) 9,536,654 ITW Rippey El Dorado Hills, CA 1998 12-31-2019 2,964,406 787,945 6,587,585 7,375,530 — 787,945 6,587,585 7,375,530 (608,800) 6,766,730 Gap Rocklin, CA 1998 12-31-2019 3,492,775 2,076,754 6,661,899 8,738,653 53,468 2,076,754 6,715,367 8,792,121 (962,450) 7,829,671 L3Harris Carlsbad, CA 1984 12-31-2019 6,219,524 3,552,878 8,533,014 12,085,892 208,066 3,552,878 8,741,080 12,293,958 (941,646) 11,352,312 Sutter Health Rancho Cordova, CA 2009 12-31-2019 13,597,120 2,443,240 28,728,425 31,171,665 30,968 2,443,240 28,759,393 31,202,633 (2,162,503) 29,040,130 Walgreens Santa Maria, CA 2001 12-31-2019 3,067,109 1,832,430 3,726,957 5,559,387 — 1,832,430 3,726,957 5,559,387 (265,921) 5,293,466 Raising Cane's San Antonio, TX 2012 07-26-2021 — 1,830,303 1,813,918 3,644,221 — 1,830,303 1,813,918 3,644,221 (53,286) 3,590,935 Arrow Tru-Line Archbold, OH 1976 12-03-2021 — 778,771 10,739,313 11,518,084 — 778,771 10,739,313 11,518,084 (17,270) 11,500,814 $ 152,975,437 $ 61,005,402 $ 268,531,222 $ 329,536,624 $ 3,696,434 $ 61,005,402 $ 272,227,656 $ 333,233,058 $ (37,611,133) $ 295,621,925 (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 $304,086,000 (unaudited) as of December 31, 2021. • 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, 2021 and 2020: MODIV INC. Schedule III Real Estate Assets and Accumulated Depreciation and Amortization December 31, 2021 and 2020 2021 2020 Real estate investments: Balance at beginning of year $ 361,547,850 $ 423,947,488 Acquisitions 15,162,305 — Improvements to real estate 1,429,075 673,631 Dispositions (33,965,562) (26,575,397) Held for sale (11,341,609) (26,230,247) Impairment of real estate 400,999 (10,267,625) Balance at end of year $ 333,233,058 $ 361,547,850 Accumulated depreciation and amortization: Balance at beginning of year $ (32,091,211) $ (20,411,794) Depreciation and amortization (13,710,588) (15,759,199) Dispositions 3,774,080 2,435,274 Held for sale 4,416,586 1,644,508 Balance at end of year $ (37,611,133) $ (32,091,211) |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been 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 accompanying consolidated financial statements and related 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 the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in such consolidated financial statements and related notes thereto. Actual results could differ materially from those estimates. |
Noncontrolling Interest in Consolidated Entities | Noncontrolling Interest in Consolidated Entities The Company accounts for the noncontrolling interests 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 and its wholly-owned subsidiaries are consolidated with the Company, and the limited partner interests not held by the Company are reflected as noncontrolling interests in the accompanying consolidated balance sheets and statements of equity. The noncontrolling interests were issued on December 31, 2019 and represent non-voting, non-dividend accruing interests with no allocation of profits or losses. |
Business Combinations | Business Combinations The Company accounts for business combinations in accordance with FASB ASC 805, Business Combinations (“ASC 805”) and applicable Accounting Standards Updates (each, an “ASU”), 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 whereas in a business combination the total consideration transferred is allocated among the fair value of the identifiable tangible and intangible assets and liabilities assumed. Acquisition costs are capitalized for an asset acquisition and expensed for a business combination. |
Revenue Recognition | Revenue Recognition The Company accounts for revenue in accordance with FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606 ) (“ASU No. 2014-09”), which includes 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. Tenant reimbursements, consisting of amounts due from tenants for common area maintenance, property taxes and other recoverable costs, are recognized in rental income subsequent to the adoption of Topic 842, as discussed below, in the period the recoverable costs are incurred. Tenant reimbursements, for which the Company pays the associated costs directly to third-party vendors and is reimbursed by the tenants, are recognized and recorded on a gross basis. The Company accounts for leases in accordance with FASB ASU No. 2016-02 “ Leases (Topic 842) ” and the related FASB ASU Nos. 2018-10, 2018-11, 2018-20 and 2019-01, which provide practical expedients, technical corrections and improvements for certain aspects of ASU 2016-02 (collectively “Topic 842”). Topic 842 established a single comprehensive model for entities to use in accounting for leases. 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 are 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. Topic 842 also impacts the Company's accounting as a lessee; however, such impact is not considered material. 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. 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 No. 2018-11 have been combined under rental income in the Company's consolidated statements of operations. For the years ended December 31, 2021 and 2020, tenant reimbursements included in rental income amounted to $6,198,045 and $6,764,838, respectively. 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 | Bad Debts and Allowances for Tenant and Deferred Rent Receivables 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. 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 either cash is received or until the tenant is no longer in bankruptcy and has the ability to make rental payments. Gain or Loss on Sale of Real Estate Investments The Company recognizes gain or loss on sale of real estate property when the Company has executed a contract for sale of the property, transferred controlling financial interest in the property to the buyer and determined that it is probable that the Company will collect substantially all of the consideration for the property. The Company's real estate property sale transactions for the years ended December 31, 2021 and 2020 met these criteria at closing. When properties are sold, operating results of the properties remain in continuing operations, and any associated gain or loss from the disposition is included in gain or loss on sale of real estate investments in the Company’s accompanying consolidated statements of operations. |
Advertising Costs | Advertising CostsThe Company incurred advertising costs charged to general and administrative expenses for the years ended December 31, 2021 and 2020 aggregating $592,351 and $607,787, respectively |
Income Taxes | Income Taxes The Company has 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 (the “Internal Revenue Code”). The Company expects to operate in a manner that will allow it 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 (“IRS”) 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 material interest or penalties by any major tax jurisdictions. The Company’s evaluations were performed for the tax years ended December 31, 2021 and 2020. As of December 31, 2021, the returns for calendar years 2018, 2019 and 2020 remain subject to examination by the IRS and some additional years may be subject to examination wherein tax loss carryforwards are utilized and in certain state 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, 2021 and 2020 as the Company had a net loss for both years. The following units of limited partnership interest in the Operating Partnership were disregarded in the computation of the Company's Diluted EPS as their effect is anti-dilutive. As of both December 31, 2021 and 2020, there were 657,949.5 units of Class M limited partnership interest in the Operating Partnership (the “Class M OP Units”) and 56,029 units of Class P limited partnership interest in the Operating Partnership (the “Class P OP Units”), respectively, that were convertible to Class C OP Units at a conversion ratio of 1.6667 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 12 ). 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. As of December 31, 2021, there were 333,343 units of Class R limited partnership interest in the Operating Partnership (the “Class R OP Units”) that were convertible to Class C OP Units at a conversion ratio of one Class C OP Unit for each one Class R OP Unit. There were no other outstanding securities or commitments to issue common stock that would have a dilutive effect for the years then ended. |
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 existing 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 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; receivable from sale of real estate property; tenant receivables; prepaid expenses and other assets and accounts payable, accrued and other liabilities. 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. Goodwill and intangible assets : The fair value measurements of goodwill and intangible assets are considered Level 3 nonrecurring fair value measurements. For goodwill, fair value measurement involves the determination of fair value of a reporting unit. The Company has used a Monte Carlo simulation model to estimate future performance, generating the fair value of the reporting unit's business. For intangible assets, fair value measurements include assumptions with inherent uncertainty, including projected offering volumes and related projected revenues and long-term growth rates, among others. The carrying value of the Company's intangible assets is at risk of impairment if the Company experiences an adverse change in its business climate or has a current expectation that, more likely than not, an asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. Credit facilities and economic relief note payable : The fair value of the Company’s credit facilities and economic relief note payable approximate the carrying values of the credit facility and economic relief note payable as their interest rates and other terms are comparable to those available in the market place for a similar credit facility and short-term note, respectively. 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: We have 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 with related parties is included in Note 10 to our consolidated financial statements in this Annual Report on Form 10-K. |
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 or modification and for on-site and tenant improvements or property taxes. Restricted cash as of December 31, 2021 and 2020 amounted to $2,441,970 and $129,118, respectively, for the properties discussed below and other lender reserves. Under the terms of the Company’s June 2021 refinancing of mortgages on its properties leased to Northrop Grumman and L3Harris Technologies, Inc. (“L3Harris”) with Banc of California as described in Note 7 , the Company established restricted cash accounts at Banc of California with $1,400,000 and $1,000,000 held for the Northrop Grumman and L3Harris properties, respectively, to fund building improvements, tenant improvements and leasing commissions. Subsequent to the origination of the loans, $128,538 was released to fund a leasing commission, resulting in $2,271,462 remaining as restricted as of December 31, 2021. Pursuant to the refinancing of these two mortgages on January 18, 2022 as further discussed in Notes 7 and 13 , these funds became unrestricted. Pursuant to amended lease agreements, the Company has obligations to pay for tenant improvements as of December 31, 2021 and 2020 of $189,136 and $60,598, respectively, for tenant improvements for which funds restricted by the lender were available. At December 31, 2021 and 2020, the Company’s restricted cash held to fund other improvements and leasing commissions totaled $2,271,462 and $92,684, respectively. |
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 the year ended December 31, 2021 were treated as asset acquisitions. There were no real estate acquisitions during the year ended December 31, 2020. 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 Investment in Real Estate Properties | Impairment of Investment in Real Estate Properties The Company regularly monitors events and changes in circumstances that could indicate that the carrying amounts of real estate assets may not be recoverable. When indicators of potential impairment are present that indicate that the carrying amounts of real estate 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 records an impairment charge to the extent the carrying value exceeds the estimated fair value of the asset. |
Leasing Costs | Leasing Costs The Company accounts for leasing costs under Topic 842. Initial direct costs include only those costs that are incremental to the lease arrangement and would not have been incurred if the lease had not been obtained. The Company charges internal leasing costs and third-party legal leasing costs to expense as incurred. These expenses are included in general and administrative expenses and property expenses, respectively, in the Company's consolidated statements of operations. |
Real Estate Investments Held for Sale | Real Estate Investments Held for Sale The Company generally considers a real estate investment to be “held for sale” when the following criteria are met: (i) management commits to a plan to sell the property, (ii) the property is available for sale immediately, (iii) the property is actively being marketed for sale at a price that is reasonable in relation to its current fair value, (iv) the sale of the property within one year is considered probable and (v) significant changes to the plan to sell are not expected. Real estate that is held for sale and its related assets are classified as “real estate investment held for sale, net” and “assets related to real estate investment held for sale,” respectively, in the accompanying consolidated balance sheets. Mortgage notes payable and other liabilities related to real estate investments held for sale are classified as “mortgage notes payable related to real estate investments held for sale, net” and “liabilities related to real estate investments held for sale,” respectively, in the accompanying consolidated balance sheets. Real estate investments classified as held for sale are no longer depreciated and are reported at the lower of their carrying value or their estimated fair value less estimated costs to sell. Operating results of properties that were classified as held for sale in the ordinary course of business are included in continuing operations in the Company’s accompanying consolidated statements of operations. |
Unconsolidated Investments | Unconsolidated Investment The Company accounts for investments in an entity 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 investment is 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 evaluates goodwill and other intangible assets 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 it is more likely than not that the fair value of a reporting unit has declined below its carrying value. If the carrying amount of the reporting unit exceeds its fair value, an impairment charge is recognized (see Note 5 for additional details). In assessing goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that the fair value of a reporting unit is less than its carrying amount. The Company’s qualitative assessment of the recoverability of goodwill considers various macro-economic, industry-specific and company-specific factors. These factors include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of the Company’s financial performance; or (iv) a sustained decrease in the Company’s market capitalization below its net book value. If, after assessing the totality of events or circumstances, the Company determines it is unlikely that the fair value of such reporting unit is less than its carrying amount, then a quantitative analysis is unnecessary. However, if the Company concludes otherwise, or if it elects to bypass the qualitative analysis, then it is required to perform a quantitative analysis that compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired; otherwise, a goodwill impairment loss is recognized for the lesser of: (a) the amount that the carrying amount of a reporting unit exceeds its fair value; or (b) the amount of the goodwill allocated to that reporting unit. Intangible assets consist of purchased investor-related intangible assets, marketing related intangible assets, developed or acquired technology and other intangible assets. Intangible assets are amortized over their estimated useful lives using the straight-line method ranging from three years to five years. No significant residual value is estimated for intangible assets. An asset is considered impaired if its carrying amount exceeds the future net cash flow the asset is expected to generate. The Company evaluates 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 (see Note 5 for additional details). |
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 mortgage notes payable are presented as a reduction to the outstanding balance of mortgage notes payable in the Company's consolidated balance sheets. Unamortized deferred financing costs related to revolving credit facilities are presented as an asset under prepaid expenses and other assets in the Company's consolidated balance sheets. |
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. |
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 inhibit 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. Should the 25th day fall on a weekend, distributions are payable on the first business day thereafter. Tax rules allow for certain losses from property sales to be treated as net tax operating losses (section 1231) rather than net tax capital losses, which was the Company's situation in 2019 and 2020. For those years, this resulted in favorable access to losses which were not classified as capital losses in those prior years which would potentially be restricted. For 2021, the Company experienced net tax capital gains from property sales which were then required to be matched up with those prior capital losses, with the tax gains from sales recapturing the losses on prior years' sales, resulting in treatment of the 2021 income as tax ordinary income. Distribution Reinvestment Plan The Company adopted the DRP through which common stockholders may elect to reinvest the distributions declared on their shares in additional shares of the Company’s common stock in lieu of receiving cash distributions. Through January 21, 2021, stockholders could reinvest any amount up to the amount of the distribution. Effective January 22, 2021, the Company removed the ability of its stockholders to elect to reinvest only a portion of their cash distributions in shares through the DRP so that investors electing to participate in the amended and restated DRP must reinvest all cash distributions in shares (see Note 11 ). |
Share Repurchase Program | Share Repurchase Programs On February 1, 2021, the Company amended and restated its share repurchase programs for the Class C common stock and Class S common stock that enabled qualifying stockholders to sell their stock to the Company in limited circumstances. On November 2, 2021, the Company's board of directors terminated the Company's Reg A Offering and the share repurchase programs effective upon the close of business on November 24, 2021 and directed management to seek the listing of the Company's Class C common stock on a national securities exchange in early 2022. Under the share repurchase plan through November 2021, shares of Class C common stock were required to be held for 90 days after they had been issued to the applicable stockholder for shares issued prior to February 1, 2021 and six months for shares issued thereafter before the Company would accept requests for repurchase, except for shares acquired pursuant to the Company’s DRP if the applicable stockholder had held its initial investment for at least 90 days for shares issued prior to February 1, 2021 and six months for shares issued thereafter. The Company, subject to the conditions and limitations described below, repurchased all or a portion of the shares presented to it for cash, when sufficient funds were available to fund such repurchases. In accordance with the Company’s share repurchase program for its Class C common stock, prior to February 1, 2021 the per share repurchase price was dependent on the length of time the redeeming stockholder 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 at least three years from the purchase date, 100% of the most recently published NAV per share. Effective February 1, 2021, the per share repurchase price was dependent on the following length of time the redeeming stockholder held such shares: (i) less than two years from the purchase date, 98% of the most recently published NAV per share; and (ii) after at least two years from the purchase date, 100% of the most recently published NAV per share. The effective dates for the Company's most recently published NAVs for the periods from December 31, 2019 through November 2, 2021, the termination date of the Company's Class C and Class S share repurchase programs, as determined by the Company’s board of directors, are described in Note 1 above. The redemptions were subject to 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 were not eligible for repurchase until they had been held for at least one year. After this holding period had been met, the Company accepted requests for repurchase of Class S shares at the most recently published NAV per share as described above. Stockholders who wished to avail themselves of the share repurchase program were required to 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 recorded amounts that were redeemable under the share repurchase program as redeemable common stock in its consolidated balance sheets when the repurchase program was active because the redemption requests were submitted at the option of the holder and therefore presented a potential obligation of the Company. Therefore, the Company reclassified such obligations from temporary equity to a liability based upon their respective settlement values. From inception through November 2, 2021, 2,315,270 shares were repurchased by the Company, which represented approved repurchase requests received in good order and eligible for redemption through November 2, 2021. These shares were repurchased with the proceeds from debt financings, proceeds from sale of real estate properties and the Pre-Listing Registered Offerings based on the NAV per share at the time of repurchase and in accordance with the schedule of discounts above. |
Limitations on Repurchase | Limitations on Repurchase The Company could, but was not required to, use available cash not otherwise dedicated to a particular use to pay the repurchase price, including cash proceeds generated from the DRP, securities offerings, operating cash flow not intended for distributions, debt financings and asset sales. The Company could not guarantee that it would have sufficient available cash to accommodate all repurchase requests made in any given month. In addition, the Company was not able to repurchase shares in an amount that would have violated 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 former share repurchase programs were as follows: • Repurchases per month were limited to no more than 2% of the Company’s most recently determined aggregate NAV. Repurchases for any calendar quarter were limited to no more than 5% of the Company’s most recently determined aggregate NAV, which means the Company was 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 foregoing repurchase limitations were 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 was 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 current offering (including purchases pursuant to its DRP) 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 calculated the foregoing repurchase limitations on a net basis, the Company’s board of directors may have chosen 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 repurchased in a given quarter despite the Company 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 was to provide notice to its stockholders in a supplement to the prospectus or offering memorandum for the offering of shares 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, were only to be made for an entire quarter, and not particular months within a quarter. |
Restricted Stock Units and Restricted Stock Unit Awards | Restricted Stock 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 estimated NAV per share of the Company’s common stock on the date of issuance or grant, adjusted for an illiquidity discount due to the illiquid nature of the underlying equity. Operating Partnership units issued as purchase consideration in connection with the Self-Management Transaction defined and discussed in Note 12 are recorded in equity under noncontrolling interest in the Operating Partnership in the Company's consolidated balance sheet and statement of equity. 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 12 ). The Company has elected to record forfeitures as they occur. On February 15, 2022, the Company completed the Listed Offering of its Class C common stock. The fair value of future grants of Operating Partnership's units or restricted stock unit awards will be determined based on the NYSE's market closing price of the Company's Class C common stock on the date of grant. 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. |
Reclassifications | Reclassifications Certain prior year balance sheet, statement of operations and statement of cash flows accounts have been reclassified to conform with the current year presentation. The reclassification did not affect net income in the prior year consolidated statement of operations. |
Segments | SegmentsThe 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Accounting Standards Issued and Adopted In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 eases the potential burden in accounting for recognizing the effects of reference rate reform on financial reporting. Such challenges include the accounting and operational implications for contract modifications and hedge accounting. ASU 2020-04 provides optional expedients and exceptions for applying GAAP to loan and lease agreements, contracts, hedging relationships, and other transactions affected by reference rate reform. These provisions apply to contract modifications that reference the London Inter-bank Offered Rate (“LIBOR”) or another reference rate expected to be discounted because of reference rate reform. |
BUSINESS AND ORGANIZATION (Tabl
BUSINESS AND ORGANIZATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
NAV Per Share | The Company’s board of directors approved and established an estimated NAV per share of the Company’s Class C common stock and Class S common stock based on the estimated market value of the Company’s assets less the estimated market value of the Company’s liabilities provided by the Company’s independent valuation firm, including quarterly estimates beginning March 31, 2021, as follows: Valuation Date Effective Date NAV Per Share (unaudited) December 31, 2019 January 31, 2020 $30.81 March 31, 2020 May 20, 2020 $21.01 December 31, 2020 January 27, 2021 $23.03 March 31, 2021 May 5, 2021 $24.61 June 30, 2021 August 4, 2021 $26.05 September 30, 2021 November 5, 2021 (1) $27.29 (1) On November 2, 2021, the Company's board of directors terminated the Company's Reg A Offering effective upon the close of business on November 24, 2021 and the Class C and Class S share repurchase programs. |
REAL ESTATE INVESTMENTS (Tables
REAL ESTATE INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021, excluding the four assets held for sale and the TIC Interest: Property Tenant Location Acquisition Property Land, Tenant Accumulated Total Dollar General Litchfield, ME 11/4/2016 Retail $ 1,281,812 $ 116,302 $ (206,249) $ 1,191,865 Dollar General Wilton, ME 11/4/2016 Retail 1,543,776 140,653 (263,955) 1,420,474 Dollar General Thompsontown, PA 11/4/2016 Retail 1,199,860 106,730 (198,168) 1,108,422 Dollar General Mt. Gilead, OH 11/4/2016 Retail 1,174,188 111,847 (189,998) 1,096,037 Dollar General Lakeside, OH 11/4/2016 Retail 1,112,872 100,857 (194,997) 1,018,732 Dollar General Castalia, OH 11/4/2016 Retail 1,102,086 86,408 (189,460) 999,034 Dollar General Bakersfield, CA 12/31/2019 Retail 4,899,714 261,630 (294,265) 4,867,079 Dollar General Big Spring, TX 12/31/2019 Retail 1,281,683 76,351 (101,937) 1,256,097 Dollar Tree Morrow, GA 12/31/2019 Retail 1,320,367 73,298 (141,821) 1,251,844 Northrop Grumman Melbourne, FL 3/7/2017 Office 12,382,991 1,469,736 (3,563,252) 10,289,475 Northrop Grumman Melbourne, FL 6/21/2018 Land 329,410 — — 329,410 exp US Services Maitland, FL 3/27/2017 Office 6,056,668 388,247 (1,057,244) 5,387,671 Wyndham Summerlin, NV 6/22/2017 Office 10,406,483 669,232 (1,524,714) 9,551,001 Williams Sonoma Summerlin, NV 6/22/2017 Office 8,079,612 550,486 (1,370,010) 7,260,088 EMCOR Cincinnati, OH 8/29/2017 Office 5,960,610 463,488 (783,562) 5,640,536 Husqvarna Charlotte, NC 11/30/2017 Industrial 11,840,200 1,013,948 (1,470,745) 11,383,403 AvAir Chandler, AZ 12/28/2017 Industrial 27,357,899 — (2,805,207) 24,552,692 3M DeKalb, IL 3/29/2018 Industrial 14,762,819 2,932,544 (4,721,930) 12,973,433 Cummins Nashville, TN 4/4/2018 Office 14,538,528 1,536,998 (2,958,875) 13,116,651 Costco Issaquah, WA 12/20/2018 Office 27,346,696 2,765,136 (3,957,595) 26,154,237 Taylor Fresh Foods Yuma, AZ 10/24/2019 Industrial 34,194,369 2,894,017 (2,918,695) 34,169,691 Levins Sacramento, CA 12/31/2019 Industrial 4,429,390 221,927 (441,217) 4,210,100 Labcorp San Carlos, CA 12/31/2019 Industrial 9,672,174 408,225 (408,642) 9,671,757 GSA (MSHA) Vacaville, CA 12/31/2019 Office 3,112,076 243,307 (277,030) 3,078,353 PreK Education San Antonio, TX 12/31/2019 Retail 12,447,287 555,767 (1,086,024) 11,917,030 Solar Turbines San Diego, CA 12/31/2019 Office 7,133,241 284,026 (601,166) 6,816,101 Wood Group San Diego, CA 12/31/2019 Industrial 9,869,520 539,633 (872,499) 9,536,654 ITW Rippey El Dorado Hills, CA 12/31/2019 Industrial 7,071,143 304,387 (608,800) 6,766,730 Gap Rocklin, CA 12/31/2019 Office 8,431,744 360,377 (962,450) 7,829,671 L3Harris Carlsbad, CA 12/31/2019 Industrial 11,631,857 662,101 (941,646) 11,352,312 Sutter Health Rancho Cordova, CA 12/31/2019 Office 29,586,023 1,616,610 (2,162,503) 29,040,130 Walgreens Santa Maria, CA 12/31/2019 Retail 5,223,442 335,945 (265,921) 5,293,466 Raising Cane's San Antonio, TX 7/26/2021 Retail 3,430,224 213,997 (53,286) 3,590,935 Arrow Tru-Line Archbold, OH 12/3/2021 Industrial 11,518,084 — (17,270) 11,500,814 $ 311,728,848 $ 21,504,210 $ (37,611,133) $ 295,621,925 The details of the Company's real estate impairment charges for the year ended December 31, 2020 were as follows: Year Ended Property Location December 31, 2020 Dana Cedar Park, TX $ 2,184,395 24 Hour Fitness Las Vegas, NV 5,664,517 Dinan Cars Morgan Hill, CA 1,308,156 Rite Aid Lake Elsinore, CA 349,457 Harley Davidson Bedford, TX 632,233 Chevron Gas Station San Jose, CA 128,867 $ 10,267,625 |
Purchase Price Allocation | During the year ended December 31, 2021, the Company acquired two real estate properties as follows: Property Acquisition Date Land Buildings and Tenant Total Raising Cane's 7/26/2021 $ 1,830,303 $ 1,599,921 $ 213,997 $ 3,644,221 Arrow Tru-Line 12/3/2021 778,772 10,739,312 — 11,518,084 $ 2,609,075 $ 12,339,233 $ 213,997 $ 15,162,305 The noncancellable lease terms of the properties acquired during the year ended December 31, 2021 are as follows: Property Lease Expiration Raising Cane's 2/20/2028 Arrow Tru-Line 12/31/2041 |
Dispositions and Real Estate Investments Held for Sale | During the year ended December 31, 2021, the Company sold five properties as follows: 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 Harley Davidson Bedford, TX 12/21/2021 Retail 70,960 15,270,000 3,271,289 159,321 $ 38,984,188 7,688,569 24 Hour Fitness Adjustment 115,133 Total $ 7,803,702 During the year ended December 31, 2020, the Company sold the following properties: Property Location Disposition Date Property Type Rentable Square Feet Contract Sale Price Gain (Loss) on Sale Rite Aid Lake Elsinore, CA 8/3/2020 Retail 17,272 $ 7,250,000 $ (422) Walgreens Stockbridge, GA 8/27/2020 Retail 15,120 5,538,462 1,306,768 Island Pacific Supermarket Elk Grove, CA 9/16/2020 Retail 13,963 3,155,000 387,296 Dinan Cars Morgan Hill, CA 10/28/2020 Industrial 27,296 6,100,000 961,836 24 Hour Fitness Las Vegas, NV 12/16/2020 Retail 45,000 9,052,941 1,484,271 118,651 $ 31,096,403 $ 4,139,749 The following table summarizes the major components of assets and liabilities related to real estate investments held for sale as of December 31, 2021 and 2020: December 31, 2021 2020 Assets related to real estate investments held for sale: Land, buildings and improvements $ 34,507,485 $ 25,675,459 Tenant origination and absorption costs 3,064,371 554,788 Accumulated depreciation and amortization (6,061,094) (1,644,508) Real estate investments held for sale, net 31,510,762 24,585,739 Other assets, net 788,296 1,079,361 Total assets related to real estate investments held for sale: $ 32,299,058 $ 25,665,100 Liabilities related to real estate investments held for sale: Mortgage notes payable, net $ 21,699,912 $ 9,088,438 Other liabilities, net 383,282 801,337 Total liabilities related to real estate investments held for sale: $ 22,083,194 $ 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 December 31, 2021 and 2020, which were included in continuing operations for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Total revenues $ 3,866,116 $ 2,326,058 Expenses: Interest expense 1,058,574 552,246 Depreciation and amortization 1,347,564 737,278 Other expenses 723,637 352,280 Impairment of real estate properties — 761,100 Total expenses 3,129,775 2,402,904 Net income (loss) $ 736,341 $ (76,846) |
Future Minimum Contractual Rent Payments Due under Noncancelable Operating Leases | As of December 31, 2021, the future minimum contractual rent payments due under the Company’s noncancelable operating leases, including lease amendments executed subsequent to December 31, 2021 and excluding rents due related to real estate investments held for sale, are as follows: 2022 $ 24,323,043 2023 24,583,548 2024 23,109,893 2025 20,606,798 2026 14,148,931 Thereafter 70,872,917 $ 177,645,130 |
Finite-Lived Intangible Assets | As of December 31, 2021 and 2020, the Company’s real estate intangible assets were as follows: December 31, 2021 December 31, 2020 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 $ 21,504,210 $ 1,128,549 $ (15,097,132) $ 23,792,057 $ 1,128,549 $ (15,163,672) Accumulated amortization (11,009,997) (437,530) 3,994,192 (9,695,960) (307,707) 2,597,935 Net amount $ 10,494,213 $ 691,019 $ (11,102,940) $ 14,096,097 $ 820,842 $ (12,565,737) The following table sets forth the Company's intangible assets, net as of December 31, 2021 and 2020 and their related useful lives: December 31, Intangible Assets Useful Life 2021 2020 Investor list, net 5.0 years $ — $ 3,494,740 Web services technology, domains and licenses 3.0 years — 3,466,102 — 6,960,842 Accumulated amortization — (1,833,054) Net $ — $ 5,127,788 |
Finite-Lived Intangible Assets, Future Amortization | As of December 31, 2021, amortization of intangible assets for each year of the next five years and thereafter is expected to be as follows: Tenant Above-Market Lease Intangibles Below-Market Lease Intangibles 2022 $ 2,511,696 $ 129,823 $ (1,216,995) 2023 1,634,837 127,174 (921,169) 2024 1,517,826 122,543 (917,750) 2025 1,200,895 115,995 (917,750) 2026 627,174 78,557 (912,347) Thereafter 3,001,785 116,927 (6,216,929) $ 10,494,213 $ 691,019 $ (11,102,940) Weighted-Average Remaining Amortization Period 7.7 years 6.4 years 11.7 years |
UNCONSOLIDATED INVESTMENT IN _2
UNCONSOLIDATED INVESTMENT IN A REAL ESTATE PROPERTY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Equity Method Investments | The Company’s unconsolidated investment in a real estate property of December 31, 2021 and 2020 is as follows: December 31, 2021 2020 The TIC Interest $ 9,941,338 $ 10,002,368 |
Entities Equity In Earnings | The Company’s income from unconsolidated investment in a real estate property for the years ended December 31, 2021 and 2020 is as follows: Years Ended December 31, 2021 2020 The TIC Interest $ 276,042 $ 296,780 |
Summarized Financial Information | The following is summarized financial information for the Santa Clara property as of and for the years ended December 31, 2021 and 2020: December 31, 2021 2020 Assets: Real estate investments, net $ 29,403,232 $ 29,906,146 Cash and cash equivalents 690,470 380,774 Other assets 134,049 164,684 Total assets $ 30,227,751 $ 30,451,604 Liabilities: Mortgage notes payable, net $ 13,218,883 $ 13,489,126 Below-market lease, net 2,660,586 2,806,973 Other liabilities 369,209 92,777 Total liabilities 16,248,678 16,388,876 Total equity 13,979,073 14,062,728 Total liabilities and equity $ 30,227,751 $ 30,451,604 Years Ended December 31, 2021 2020 Total revenue $ 2,698,028 $ 2,694,874 Expenses: Depreciation and amortization 1,011,326 999,929 Interest expense 552,144 565,778 Other expenses 754,909 721,279 Total expenses 2,318,379 2,286,986 Net income $ 379,649 $ 407,888 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Net Carrying Amount of Goodwill | The changes in carrying value of goodwill as of December 31, 2021 and 2020 are as follows: December 31, 2021 2020 Beginning balance $ 17,320,857 $ 50,588,000 Impairment of goodwill for the 12 months period ended, respectively — (33,267,143) Ending balance $ 17,320,857 $ 17,320,857 |
Finite-Lived Intangible Assets | As of December 31, 2021 and 2020, the Company’s real estate intangible assets were as follows: December 31, 2021 December 31, 2020 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 $ 21,504,210 $ 1,128,549 $ (15,097,132) $ 23,792,057 $ 1,128,549 $ (15,163,672) Accumulated amortization (11,009,997) (437,530) 3,994,192 (9,695,960) (307,707) 2,597,935 Net amount $ 10,494,213 $ 691,019 $ (11,102,940) $ 14,096,097 $ 820,842 $ (12,565,737) The following table sets forth the Company's intangible assets, net as of December 31, 2021 and 2020 and their related useful lives: December 31, Intangible Assets Useful Life 2021 2020 Investor list, net 5.0 years $ — $ 3,494,740 Web services technology, domains and licenses 3.0 years — 3,466,102 — 6,960,842 Accumulated amortization — (1,833,054) Net $ — $ 5,127,788 |
CONSOLIDATED BALANCE SHEETS D_2
CONSOLIDATED BALANCE SHEETS DETAILS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Supplemental Detail Disclosures for Consolidate Balance Sheet | As of December 31, 2021 and 2020, tenant receivables consisted of the following: December 31, 2021 2020 Straight-line rent $ 4,417,065 $ 4,344,388 Tenant rent 81,079 204,775 Tenant reimbursements 1,498,775 2,116,627 Total $ 5,996,919 $ 6,665,790 As of December 31, 2021 and 2020, prepaid expenses and other assets were comprised of the following: December 31, 2021 2020 Deferred tenant allowance $ 2,400,811 $ 517,711 Miscellaneous receivables 681,369 19,954 Prepaid expenses 1,776,595 1,276,700 Deposits 1,420,244 357,352 Deferred financing costs on line of credit 100,080 21,724 Total $ 6,379,099 $ 2,193,441 As of December 31, 2021 and 2020, accounts payable, accrued and other liabilities were comprised of the following: December 31, 2021 2020 Accounts payable $ 1,767,657 $ 1,136,954 Accrued expenses 3,864,222 3,068,714 Accrued common and preferred dividends 1,795,303 706,106 Accrued interest payable 548,564 629,628 Unearned rent 1,735,440 2,033,065 Lease incentive obligation 2,133,695 5,157 Total $ 11,844,881 $ 7,579,624 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Company's Mortgage Notes | As of December 31, 2021 and 2020, the Company’s mortgage notes payable consisted of the following: Collateral 2021 Principal Balance 2020 Principal Balance Contractual Effective Loan Accredo property $ — $ 8,538,000 3.80% 3.80% 08/01/2025 Six Dollar General properties (6) 3,674,327 3,747,520 4.69% 4.69% 04/01/2022 Dollar General, Bakersfield property (6) 2,224,418 2,268,922 3.65% 3.65% 02/16/2028 Dollar General, Big Spring property (4)(6) 587,961 599,756 4.69% 4.69% 04/01/2022 Dana property — 4,466,865 4.56% 4.56% 04/01/2023 Northrop Grumman property (5)(6) 6,925,915 5,518,589 3.35% 3.35% 05/21/2031 exp US Services property (6) 3,255,313 3,321,931 4.25% 4.25% 11/17/2024 Wyndham property (2)(6) 5,493,000 5,607,000 One-month LIBOR + 2.05% 4.34% 06/05/2027 Williams Sonoma property (2)(6) 4,344,000 4,438,200 One-month LIBOR + 2.05% 4.05% 06/05/2022 Omnicare property — 4,193,171 4.36% 4.36% 05/01/2026 EMCOR property (6) 2,757,943 2,811,539 4.35% 4.35% 12/01/2024 Husqvarna property (6) 6,379,182 6,379,182 (3) 4.60% 02/20/2028 AvAir property (6) 19,950,000 19,950,000 3.80% 3.80% 08/01/2025 3M property (6) 8,025,200 8,166,000 One-month LIBOR + 2.25% 5.09% 03/29/2023 Cummins property (6) 8,188,800 8,332,200 One-month LIBOR + 2.25% 5.16% 04/04/2023 Texas Health property — 4,363,203 4.00% 4.00% 12/05/2024 Bon Secours property — 5,180,552 5.41% 5.41% 09/15/2026 Costco property 18,850,000 18,850,000 4.85% 4.85% 01/01/2030 Taylor Fresh Foods property 12,350,000 12,350,000 3.85% 3.85% 11/01/2029 Levins property (6) 2,654,405 2,032,332 3.75% 3.75% 02/16/2026 Labcorp property (6) 5,308,810 4,020,418 3.75% 3.75% 02/16/2026 GSA (MSHA) property (6) 1,713,196 1,752,092 3.65% 3.65% 02/16/2026 PreK Education property (4)(6) 4,930,217 5,037,846 4.25% 4.25% 03/01/2022 Solar Turbines, Wood Group, ITW Rippey properties (4)(6) 8,986,222 9,214,700 3.35% 3.35% 11/01/2026 Gap property (4)(6) 3,492,775 3,569,990 4.15% 4.15% 08/01/2023 L3Harris property (4)(5)(6) 6,219,524 5,185,929 3.35% 3.35% 05/21/2031 Sutter Health property (4) 13,597,120 13,879,655 4.50% 4.50% 03/09/2024 Walgreens Santa Maria property (4)(6) 3,067,109 3,172,846 4.25% 4.25% 07/16/2030 Total mortgage notes payable 152,975,437 176,948,438 Plus unamortized mortgage premium, net (7) 204,281 447,471 Less unamortized deferred financing costs (956,139) (1,469,991) Mortgage notes payable, net $ 152,223,579 $ 175,925,918 (1) Contractual interest rate represents the interest rate in effect under the mortgage note payable as of December 31, 2021. Effective interest rate is calculated as the actual interest rate in effect as of December 31, 2021, consisting of the contractual interest rate and the effect of the interest rate swap, if applicable (see Note 8 for further information regarding the Company’s derivative instruments). (2) The loans 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 were 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 loan 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 loan to value ratio is no more than 60%. (3) The contractual interest rate was 4.60% for the years ended December 31, 2021 and 2020 and would have been the greater of 4.60% or five-year Treasury Constant Maturity (“TCM”) plus 2.45% from February 20, 2023 through February 20, 2028, except for repayment in January 2022. (4) The loan as of December 31, 2020 was acquired through the Merger on December 31, 2019, and was refinanced during 2021, except for the loan secured by the Sutter Health property. (5) The loans on the Northrop Grumman and L3Harris properties were refinanced during the second quarter of 2021. The initial contractual interest rate was 3.35% through June 1, 2026 and then the Prime Rate in effect as of June 1, 2026 plus 0.25% through May 21, 2031; provided that the second fixed interest rate would not be lower than 3.35% per annum. (6) The loan was fully repaid on January 18, 2022 through a drawdown from the new facility discussed in detail in Note 13. (7) Represents unamortized net mortgage premium on loans acquired through the Merger. |
Mortgage Notes Payable | The following summarizes the face value, carrying amount and fair value of the Company’s mortgage notes payable (Level 3 measurement) as of December 31, 2021 and 2020, respectively: 2021 2020 Face Value Carrying Fair Value Face Value Carrying Fair Value Mortgage notes payable $ 152,975,437 $ 152,223,579 $ 159,241,815 $ 176,948,438 $ 175,925,918 $ 177,573,106 Less: full repayments of mortgages on January 18, 2022 (See Note 13 ) (108,178,317) (107,429,721) * Remaining balance $ 44,797,120 $ 44,793,858 $ 46,296,445 * The payoff values of the loans refinanced on January 18, 2022 approximate their face values as of December 31, 2021. |
Mortgage Notes Payable Related to Real Estate Investments Held For Sale, Net | The following table summarizes the Company's mortgage notes payable related to real estate investments held for sale as of December 31, 2021 and 2020: December 31, Collateral 2021 2020 Accredo property $ 8,538,000 $ — Omnicare property 4,109,167 — Texas Health property 4,284,335 — Bon Secours property 5,104,817 — Harley Davidson property — 6,623,346 EcoThrift property — 2,573,509 Total 22,036,319 9,196,855 Plus unamortized mortgage premium — 1,550 Less deferred financing costs (336,407) (109,967) Mortgage notes payable related to real estate investments held for sale, net $ 21,699,912 $ 9,088,438 |
Unsecured Credit Facility, Net | Credit Facility The details of the Company's unsecured credit facilities as of December 31, 2021 and 2020 follow: December 31, 2021 2020 Credit facilities $ 8,022,000 $ 6,000,000 |
Debt Maturities | The following summarizes the future principal repayments of the Company’s mortgage notes payable and credit facility, excluding mortgage notes payable related to real estate investments held for sale as of December 31, 2021: December 31, 2021 Mortgage Notes Credit Facility Total 2022 $ 15,650,283 $ 8,022,000 $ 23,672,283 2023 21,587,403 — 21,587,403 2024 20,841,085 — 20,841,085 2025 20,736,311 — 20,736,311 2026 17,989,016 — 17,989,016 Thereafter 56,171,339 — 56,171,339 Total principal 152,975,437 8,022,000 160,997,437 Plus: unamortized mortgage premium, net of discount 204,281 — 204,281 Less: deferred financing costs, net (956,139) — (956,139) Total $ 152,223,579 $ 8,022,000 $ 160,245,579 |
Interest Expenses Reconciliation | The following is a reconciliation of the components of interest expense for the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Mortgage notes payable: Interest expense $ 7,536,789 $ 8,470,248 Amortization of deferred financing costs 535,440 937,564 (Gain) loss on interest rate swaps (1) (847,730) 1,172,781 Unsecured credit facility: Interest expense 192,786 527,047 Amortization of deferred financing costs 78,588 128,171 Other loan fees and costs 90,324 224,936 Total interest expense $ 7,586,197 $ 11,460,747 (1) Includes unrealized (gain) loss on interest rate swaps of $(970,039) and $770,898 for years ended December 31, 2021 and 2020, respectively (see Note 8 ). Accrued interest payable of $56,114 and $45,636 as of December 31, 2021 and 2020, 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, 2021 | |
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, 2021 and 2020. December 31, 2021 December 31, 2020 Derivative Number Notional Amount (i) Reference Weighted Weighted Number Notional Amount (i) Reference Weighted Weighted Interest Rate 4 $ 26,051,000 One-month LIBOR + applicable spread/Fixed at 4.05%-5.16% 4.51 % 2.0 years 8 $ 36,617,164 One-month LIBOR + applicable spread/Fixed at 3.13%-5.16% 3.35 % 2.2 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, 2021 and 2020 were $24,935,999 and $34,989,063, respectively. (ii) The reference rate was as of December 31, 2021. (iii) The reference rate was as of December 31, 2020. |
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, 2021 December 31, 2020 Derivative Instrument Balance Sheet Location Number of Fair Value Number of Fair Value Interest Rate Swaps Asset - Interest rate swap derivatives, at fair value — $ — — $ — Interest Rate Swaps Liability - Interest rate swap derivatives, at fair value 4 $ (788,016) 8 $ (1,743,889) |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Costs | The total fees incurred for board services and paid by the Company for the years ended December 31, 2021 and 2020, is as follows: December 31, Board of Directors Compensation 2021 2020 Cash paid for services rendered $ 147,500 $ 50,000 Value of shares issued for services rendered 357,500 357,083 Total $ 505,000 $ 407,083 Number of shares issued for services rendered 15,191 16,786 |
OPERATING PARTNERSHIP UNITS (Ta
OPERATING PARTNERSHIP UNITS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Class M OP Units Conversion | In the event that Class M OP Units are converted into Class C OP Units prior to December 31, 2023, such Class M OP Units shall be exchanged at the rate indicated below: Date of Exchange Early Conversion Rate From December 31, 2020 to December 30, 2021 50% of the Class M conversion ratio From December 31, 2021 to December 30, 2022 60% of the Class M conversion ratio From December 31, 2022 to December 30, 2023 70% of the Class M conversion ratio As of December 31, 2021, no Class M OP Units had been converted to Class C OP Units. 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 AUM and AFFO in a given year as set forth below: Hurdles AUM AFFO Class M ($ in billions) Per Share ($) Conversion Ratio Initial Conversion Ratio 1:1.6667 Fiscal Year 2021 $ 0.860 $ 1.77 1:1.9167 Fiscal Year 2022 $ 1.175 $ 1.95 1:2.5000 Fiscal Year 2023 $ 1.551 $ 2.10 1:3.0000 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Pro Forma Balance Sheet | The following illustrates the impact of the January 2022 acquisitions, February 2022 dispositions, the Facility and swap terminations discussed above on the Company’s balance sheet as of December 31, 2021, as if such transactions had occurred as of that date. Actual Pro Forma December 31, 2021 Acquisitions (1) Dispositions (2) Key Bank Facility December 31, 2021 Total real estate investments, net $ 337,074,025 $ 77,354,000 $ (31,510,762) $ — $ 382,917,263 Cash and cash equivalents 55,965,550 (8,079,000) 16,884,580 (496,764) 64,274,366 Restricted cash 2,441,970 — — — 2,441,970 Receivable from sale of real property 1,836,767 — — — 1,836,767 Tenant receivables 5,996,919 — — — 5,996,919 Above-market lease intangibles, net 691,019 — — — 691,019 Prepaid expenses and other assets 6,379,099 — — 2,210,000 8,589,099 Goodwill 17,320,857 — — — 17,320,857 Assets related to real estate investments held for sale 788,296 — (788,296) — — Total Assets $ 428,494,502 $ 69,275,000 $ (15,414,478) $ 1,713,236 $ 484,068,260 Mortgage notes payable, net $ 173,923,491 $ — $ (21,699,912) $ (107,426,459) $ 44,797,120 Credit facility 8,022,000 36,465,449 — 111,287,551 155,775,000 Accounts payable, accrued and other liabilities 11,844,881 — — (279,188) 11,565,693 Below-market lease intangibles, net 11,102,940 — — — 11,102,940 Interest rate swap derivatives 788,016 — — (788,016) — Liabilities related to real estate investments held for sale 383,282 — (383,282) — — Total liabilities 206,064,610 36,465,449 (22,083,194) 2,793,888 223,240,753 Total equity 222,429,892 32,809,551 6,668,716 (1,080,652) 260,827,507 Total liabilities and equity $ 428,494,502 $ 69,275,000 $ (15,414,478) $ 1,713,236 $ 484,068,260 (1) Reflects the acquisition of the KIA auto dealership property in Carson, California and the Kalera industrial property in Saint Paul, Minnesota in January 2022. (2) Reflects the dispositions of two medical office properties in Dallas, Texas and Richmond, Virginia leased to Texas Health and Bon Secours, respectively, one medical industrial property in Richmond, Virginia leased to Omnicare and one medical office property in Orlando, Florida leased to Accredo in February 2022. |
BUSINESS AND ORGANIZATION - Nar
BUSINESS AND ORGANIZATION - Narrative (Details) $ / shares in Units, ft² in Millions | Jan. 18, 2022shares | Jan. 05, 2022 | Dec. 31, 2021acquisitionpropertydispositionft²$ / sharesshares | Sep. 14, 2021$ / sharesshares | Feb. 01, 2021$ / shares | Aug. 11, 2017shares | Feb. 28, 2022disposition | Jan. 31, 2022propertyacquisition$ / shares | Mar. 31, 2021lease | Sep. 30, 2020lease | Dec. 31, 2021propertyft²$ / sharesshares | Dec. 31, 2020property$ / sharesshares | Feb. 01, 2022$ / shares | Sep. 30, 2021propertyshares | Aug. 04, 2021$ / shares | Jun. 29, 2021USD ($) | May 05, 2021$ / shares | Jan. 31, 2021$ / shares | Jan. 27, 2021USD ($)$ / shares | Jan. 22, 2021USD ($) | May 20, 2020$ / shares | Dec. 31, 2019$ / shares | Dec. 23, 2019USD ($) | Jul. 20, 2016USD ($) | Jul. 15, 2015USD ($) |
Business And Organization [Line Items] | |||||||||||||||||||||||||
Issued common stock (in shares) | shares | 450,000,000 | 450,000,000 | |||||||||||||||||||||||
Preferred stock, shares authorized (in shares) | shares | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||||||||||||||
Preferred stock par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||||||||||
Rentable Square Feet | ft² | 2.4 | 2.4 | |||||||||||||||||||||||
Number of real estate properties | 38 | 38 | 32 | ||||||||||||||||||||||
Number of properties classified as real estate held for sale | 4 | 2 | |||||||||||||||||||||||
Number of real estate properties sold | 3 | 5 | 5 | ||||||||||||||||||||||
Net asset value (in usd per share) | $ / shares | $ 26.05 | $ 24.61 | $ 30.81 | $ 23.03 | $ 21.01 | ||||||||||||||||||||
Reverse stock split, conversion ratio | 0.3333 | ||||||||||||||||||||||||
Pro Forma | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Number of real estate properties | 36 | 36 | |||||||||||||||||||||||
Number of acquisitions | acquisition | 2 | ||||||||||||||||||||||||
Number of dispositions | disposition | 4 | ||||||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Number of real estate properties | 32 | ||||||||||||||||||||||||
Number of acquisitions | acquisition | 2 | ||||||||||||||||||||||||
Number of dispositions | disposition | 4 | ||||||||||||||||||||||||
Net asset value (in usd per share) | $ / shares | $ 28.74 | $ 27.29 | |||||||||||||||||||||||
Reverse stock split, conversion ratio | 0.1 | ||||||||||||||||||||||||
Tenant-in-common | Real Estate Investment | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Investment allocation, percent | 72.70% | 72.70% | |||||||||||||||||||||||
DRP | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Net asset value (in usd per share) | $ / shares | $ 30.48 | ||||||||||||||||||||||||
IPO | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Common stock subscriptions | $ | $ 30,000,000 | ||||||||||||||||||||||||
Registered Offering | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Common stock subscriptions | $ | $ 3,333,333 | ||||||||||||||||||||||||
Retail | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Number of real estate properties | 12 | 12 | |||||||||||||||||||||||
Number of properties classified as real estate held for sale | 4 | 4 | |||||||||||||||||||||||
Number of real estate properties sold | 3 | ||||||||||||||||||||||||
Retail | Pro Forma | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Number of real estate properties | 13 | 13 | |||||||||||||||||||||||
Retail | Real Estate Investment | Pro Forma | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Investment allocation, percent | 21.00% | 21.00% | |||||||||||||||||||||||
Industrial | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Number of real estate properties | 12 | 12 | |||||||||||||||||||||||
Number of real estate properties sold | 1 | ||||||||||||||||||||||||
Industrial | Pro Forma | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Number of real estate properties | 12 | 12 | |||||||||||||||||||||||
Office | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Number of real estate properties | 14 | 14 | |||||||||||||||||||||||
Office | Pro Forma | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Number of real estate properties | 11 | 11 | |||||||||||||||||||||||
Office | Real Estate Investment | Pro Forma | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Investment allocation, percent | 39.00% | 39.00% | |||||||||||||||||||||||
Industrial Property Including Tenant-In-Common Interest | Real Estate Investment | Pro Forma | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Investment allocation, percent | 40.00% | 40.00% | |||||||||||||||||||||||
Operating Partnership | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Ownership interest (as a percent) | 86.00% | 87.00% | |||||||||||||||||||||||
Operating Partnership | Subsequent Event | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Ownership interest (as a percent) | 73.00% | ||||||||||||||||||||||||
Class S | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Common stock, shares authorized (in shares) | shares | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||||||||||
Common stock par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | 0.003 | ||||||||||||||||||||
Issuance of stock (in shares) | shares | 33,333,333 | ||||||||||||||||||||||||
Class S | Subsequent Event | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Common stock par value (in usd per share) | $ / shares | 0.0001 | ||||||||||||||||||||||||
Class C | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Common stock, shares authorized (in shares) | shares | 300,000,000 | 300,000,000 | 300,000,000 | ||||||||||||||||||||||
Common stock par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.003 | ||||||||||||||||||||
Common stock subscriptions | $ | $ 800,000,000 | ||||||||||||||||||||||||
Minimum share value | $ | $ 500 | ||||||||||||||||||||||||
Reverse stock split, conversion ratio | 1 | ||||||||||||||||||||||||
Class C | Subsequent Event | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Common stock par value (in usd per share) | $ / shares | $ 0.0001 | ||||||||||||||||||||||||
Class C | Subsequent Event | KIA Dealership Carson, California | KIA Dealership | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Consideration transferred (in shares) | shares | 1,312,382 | ||||||||||||||||||||||||
Class C | DRP | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Common stock subscriptions | $ | $ 75,000,000 | 75,000,000 | |||||||||||||||||||||||
Class C | Follow-on Offering | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Common stock subscriptions | $ | $ 600,547,672 | $ 725,000,000 | |||||||||||||||||||||||
Class C | 2021 DRP Offering | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Common stock subscriptions | $ | $ 100,000,000 | ||||||||||||||||||||||||
Series A Preferred Stock | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Preferred stock, shares authorized (in shares) | shares | 2,000,000 | ||||||||||||||||||||||||
Preferred stock par value (in usd per share) | $ / shares | $ 0.001 | ||||||||||||||||||||||||
Preferred stock, dividend rate, percentage | 7.375% | ||||||||||||||||||||||||
Sale of stock, price per share | $ / shares | $ 25 | ||||||||||||||||||||||||
Series A Preferred Stock | IPO | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Common stock issued in transaction (in shares) | shares | 1,800,000 | ||||||||||||||||||||||||
Series A Preferred Stock | Over-Allotment Option | |||||||||||||||||||||||||
Business And Organization [Line Items] | |||||||||||||||||||||||||
Common stock issued in transaction (in shares) | shares | 200,000 |
BUSINESS AND ORGANIZATION - NAV
BUSINESS AND ORGANIZATION - NAV Per Share (Details) - $ / shares | Aug. 04, 2021 | May 05, 2021 | Jan. 31, 2021 | Jan. 27, 2021 | May 20, 2020 |
Accounting Policies [Abstract] | |||||
Net asset value (in usd per share) | $ 26.05 | $ 24.61 | $ 30.81 | $ 23.03 | $ 21.01 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | Feb. 15, 2022$ / shares | Jan. 18, 2022mortgageloan | Jan. 05, 2022 | Feb. 01, 2021$ / shares | Jan. 31, 2021$ / shares | Jan. 25, 2021 | Dec. 31, 2021USD ($)$ / sharesshares | Jun. 30, 2021 | Dec. 31, 2021USD ($)numberOfSegment$ / sharesshares | Dec. 31, 2020USD ($)numberOfSegment$ / sharesshares | Feb. 01, 2022$ / shares | Dec. 31, 2019shares |
Accounting Policies [Line Items] | ||||||||||||
Rental income from tenant reimbursements | $ | $ 6,198,045 | $ 6,764,838 | ||||||||||
Advertising expense | $ | $ 592,351 | $ 607,787 | ||||||||||
Stock split, conversion ratio | 0.3333 | |||||||||||
Earnings (loss) per share (in usd per share) | $ 0.20 | $ 6.14 | ||||||||||
Restricted cash | $ | $ 2,441,970 | $ 2,441,970 | $ 129,118 | |||||||||
Tenant reimbursements | $ | $ 189,136 | $ 189,136 | $ 60,598 | |||||||||
Stock repurchase program, shares authorized (in shares) | shares | 2,315,270 | 2,315,270 | ||||||||||
Number of reportable segments | numberOfSegment | 1 | 1 | ||||||||||
Restricted Cash, Leasing Commission | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Restricted cash released | $ | $ 128,538 | |||||||||||
Northrop Grumman | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Restricted cash | $ | 1,400,000 | $ 1,400,000 | ||||||||||
L3Harris | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Restricted cash | $ | $ 1,000,000 | $ 1,000,000 | ||||||||||
Subsequent Event | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Stock split, conversion ratio | 0.1 | |||||||||||
Number of mortgages repaid | mortgage | 2 | |||||||||||
Number of loans repaid | loan | 4 | |||||||||||
Class M OP Units | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Stock split, conversion ratio | 1.6667 | 0.6000 | 1.6667 | |||||||||
Class P OP Units | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Other ownership interests, units issued (in shares) | shares | 56,029 | 56,029 | 56,029 | |||||||||
Stock split, conversion ratio | 0.6000 | |||||||||||
Class R OP Units | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Stock split, conversion ratio | 1 | |||||||||||
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 | |||||||||||
Lease Agreements | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Restricted cash | $ | $ 2,271,462 | $ 2,271,462 | $ 92,684 | |||||||||
Tenant reimbursements | $ | $ 189,136 | $ 189,136 | $ 60,598 | |||||||||
BrixInvest | Class M OP Units | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Other ownership interests, units issued (in shares) | shares | 657,949.5 | 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 | |||||||||||
BrixInvest | Class R OP Units | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Other ownership interests, units issued (in shares) | shares | 333,343 | |||||||||||
Class C | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Common stock par value (in usd per share) | $ 0.001 | $ 0.003 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Stock split, conversion ratio | 1 | |||||||||||
Earnings (loss) per share (in usd per share) | $ 0.20 | 0.88 | ||||||||||
Dividends (in usd per share) | 1.08 | 1.46 | ||||||||||
Percentage of NAV, shares held for less than one year | 97.00% | |||||||||||
Percentage of NAV, shares held for one to two years | 98.00% | |||||||||||
Percentage of NAV, shares held for two to three years | 99.00% | |||||||||||
Percentage of NAV, shares held for at least three years | 100.00% | |||||||||||
Percentage of NAV, shares held for less than two years | 98.00% | |||||||||||
Percentage of NAV shares held for at least two years | 100.00% | |||||||||||
Class C | Subsequent Event | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Common stock par value (in usd per share) | $ 0.0001 | |||||||||||
Purchase price of common stock, percent | 97.00% | |||||||||||
Purchase price, percent, based on average price per share | 100.00% | |||||||||||
Per share processing fee | $ 0.05 | |||||||||||
Class C | DRP | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Share repurchase program, minimum holding period | 6 months | 90 days | ||||||||||
Class C | Minimum | Subsequent Event | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Discount from market price, percent | 0.00% | |||||||||||
Class C | Maximum | Subsequent Event | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Discount from market price, percent | 5.00% | |||||||||||
Class S | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Common stock par value (in usd per share) | $ 0.001 | $ 0.003 | $ 0.001 | 0.001 | 0.001 | |||||||
Earnings (loss) per share (in usd per share) | 0.20 | 0.82 | ||||||||||
Dividends (in usd per share) | $ 1.08 | $ 1.46 | ||||||||||
Class S | Subsequent Event | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Common stock par value (in usd per share) | $ 0.0001 |
REAL ESTATE INVESTMENTS - Narra
REAL ESTATE INVESTMENTS - Narrative (Details) | Feb. 24, 2022USD ($) | Feb. 11, 2022USD ($)property | Dec. 21, 2021USD ($) | Sep. 24, 2021USD ($) | Jul. 20, 2021USD ($) | Jul. 07, 2021USD ($) | Feb. 12, 2021USD ($) | Jan. 29, 2021USD ($) | Jan. 07, 2021USD ($) | Dec. 16, 2020USD ($) | Oct. 28, 2020USD ($) | Sep. 16, 2020USD ($) | Aug. 27, 2020USD ($) | Aug. 03, 2020USD ($) | Apr. 01, 2020USD ($) | Mar. 31, 2021lease | Dec. 31, 2020USD ($)lease | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2020lease | Dec. 31, 2021USD ($)propertystate | Dec. 31, 2020USD ($)propertylease | Jan. 31, 2022property | Sep. 30, 2021property |
Real Estate [Line Items] | ||||||||||||||||||||||||
Number of real estate properties | property | 38 | 32 | ||||||||||||||||||||||
Number of real estate properties sold | (3) | (5) | (5) | |||||||||||||||||||||
Number of states in which entity operates | state | 14 | |||||||||||||||||||||||
Number of properties classified as real estate held for sale | property | 4 | 2 | ||||||||||||||||||||||
Number of impaired real estate properties, vacant | property | 2 | |||||||||||||||||||||||
(Reversal of)/impairment of real estate investment properties | $ 761,100 | $ 349,457 | $ 9,157,068 | $ 10,267,625 | ||||||||||||||||||||
Impairment charge percentage | 2.50% | 2.50% | ||||||||||||||||||||||
Reversal of impairment | $ (400,999) | |||||||||||||||||||||||
Receivable from lease termination and sale of real estate property | $ 1,824,383 | 1,836,767 | $ 1,824,383 | |||||||||||||||||||||
Gain on sale of real estate investments, net | $ 7,803,702 | $ 4,139,749 | ||||||||||||||||||||||
Real estate properties with extensions | property | 6 | |||||||||||||||||||||||
Operating leases extension | 10 years | |||||||||||||||||||||||
Increase in rent, renewal term, percent | 6.00% | |||||||||||||||||||||||
Weighted average amortization period | 9 years 7 months 6 days | |||||||||||||||||||||||
Real estate properties held for investment | lease | 2 | 2 | ||||||||||||||||||||||
Subsequent Event | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
Number of real estate properties | property | 32 | |||||||||||||||||||||||
24 Hour Fitness | Mortgage Notes Payable | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
Monthly mortgage payment | $ 32,000 | |||||||||||||||||||||||
Decrease in monthly mortgage payment | $ 8,000 | |||||||||||||||||||||||
Raising Cane's and Arrow Tru-Line | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
Number of real estate properties | property | 2 | |||||||||||||||||||||||
Revenue of acquiree | $ 166,177 | |||||||||||||||||||||||
Dana | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
Lessor, operating lease, monthly payments to be received | $ 65,000 | |||||||||||||||||||||||
Lessor, operating lease, early termination fee to be received | 1,381,767 | |||||||||||||||||||||||
24 Hour Fitness Adjustment | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
Gain on sale of real estate investments, net | $ 115,133 | |||||||||||||||||||||||
Dollar General, Castalia and Lakeside | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
Real estate properties with extensions | property | 2 | |||||||||||||||||||||||
Tenant-in-common | Real Estate Investment | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
Ownership (as a percent) | 72.70% | |||||||||||||||||||||||
Retail | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
Number of real estate properties | property | 12 | |||||||||||||||||||||||
Number of real estate properties sold | property | (3) | |||||||||||||||||||||||
Number of properties classified as real estate held for sale | property | 4 | 4 | ||||||||||||||||||||||
Retail | 24 Hour Fitness | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
(Reversal of)/impairment of real estate investment properties | 5,664,517 | $ 5,664,517 | ||||||||||||||||||||||
Disposal group, including discontinued operation, consideration | $ 9,052,941 | |||||||||||||||||||||||
Proceeds from sale of real estate investments | $ 1,324,383 | |||||||||||||||||||||||
Retail | Chevron Gas Station, Roseville | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
Disposal group, including discontinued operation, consideration | $ 4,050,000 | |||||||||||||||||||||||
Proceeds from sale of real estate investments | 3,914,909 | |||||||||||||||||||||||
Gain on sale of real estate investments, net | $ 228,769 | |||||||||||||||||||||||
Retail | EcoThrift | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
Disposal group, including discontinued operation, consideration | $ 5,375,300 | |||||||||||||||||||||||
Proceeds from sale of real estate investments | 2,684,225 | |||||||||||||||||||||||
Gain on sale of real estate investments, net | $ 51,415 | |||||||||||||||||||||||
Retail | Chevron Gas Station, San Jose | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
(Reversal of)/impairment of real estate investment properties | 128,867 | |||||||||||||||||||||||
Disposal group, including discontinued operation, consideration | $ 4,288,888 | |||||||||||||||||||||||
Proceeds from sale of real estate investments | 4,054,327 | |||||||||||||||||||||||
Gain on sale of real estate investments, net | $ 9,458 | |||||||||||||||||||||||
Retail | Harley Davidson | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
(Reversal of)/impairment of real estate investment properties | 632,233 | |||||||||||||||||||||||
Disposal group, including discontinued operation, consideration | $ 15,270,000 | |||||||||||||||||||||||
Proceeds from sale of real estate investments | 8,344,708 | |||||||||||||||||||||||
Gain on sale of real estate investments, net | $ 3,271,289 | |||||||||||||||||||||||
Retail | Rite Aid | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
(Reversal of)/impairment of real estate investment properties | $ 349,457 | 349,457 | ||||||||||||||||||||||
Disposal group, including discontinued operation, consideration | $ 7,250,000 | |||||||||||||||||||||||
Proceeds from sale of real estate investments | 3,299,016 | |||||||||||||||||||||||
Gain on sale of real estate investments, net | $ (422) | |||||||||||||||||||||||
Retail | Walgreens, Stockbridge | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
Disposal group, including discontinued operation, consideration | $ 5,538,462 | |||||||||||||||||||||||
Proceeds from sale of real estate investments | 5,296,356 | |||||||||||||||||||||||
Gain on sale of real estate investments, net | $ 1,306,768 | |||||||||||||||||||||||
Retail | Island Pacific Supermarket | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
Disposal group, including discontinued operation, consideration | $ 3,155,000 | |||||||||||||||||||||||
Proceeds from sale of real estate investments | 1,124,016 | |||||||||||||||||||||||
Gain on sale of real estate investments, net | $ 387,296 | |||||||||||||||||||||||
Office | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
Number of real estate properties | property | 14 | |||||||||||||||||||||||
Office | Texas Health | Subsequent Event | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
Number of real estate properties sold | property | (1) | |||||||||||||||||||||||
Office | Bon Secours Health, Omnicare, and Texas Health | Subsequent Event | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
Disposal group, including discontinued operation, consideration | $ 26,000,000 | |||||||||||||||||||||||
Proceeds from sale of real estate investments | $ 11,883,639 | |||||||||||||||||||||||
Office | Accredo Health | Subsequent Event | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
Disposal group, including discontinued operation, consideration | $ 14,000,000 | |||||||||||||||||||||||
Proceeds from sale of real estate investments | $ 5,000,941 | |||||||||||||||||||||||
Office | Bon Secours And Omnicare | Subsequent Event | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
Number of real estate properties sold | property | (2) | |||||||||||||||||||||||
Industrial | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
Number of real estate properties | property | 12 | |||||||||||||||||||||||
Number of real estate properties sold | property | (1) | |||||||||||||||||||||||
Industrial | Dana | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
(Reversal of)/impairment of real estate investment properties | 2,184,395 | |||||||||||||||||||||||
Disposal group, including discontinued operation, consideration | 10,000,000 | |||||||||||||||||||||||
Proceeds from sale of real estate investments | $ 4,975,334 | |||||||||||||||||||||||
Gain on sale of real estate investments, net | $ 4,127,638 | |||||||||||||||||||||||
Industrial | Dinan Cars | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
(Reversal of)/impairment of real estate investment properties | $ 1,308,156 | $ 1,308,156 | ||||||||||||||||||||||
Disposal group, including discontinued operation, consideration | $ 6,100,000 | |||||||||||||||||||||||
Proceeds from sale of real estate investments | 3,811,580 | |||||||||||||||||||||||
Gain on sale of real estate investments, net | $ 961,836 | |||||||||||||||||||||||
Industrial | Accredo Health | Subsequent Event | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
Number of real estate properties sold | property | (1) | |||||||||||||||||||||||
Land | ||||||||||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||||||||||
Number of real estate properties | property | 1 |
REAL ESTATE INVESTMENTS - Sched
REAL ESTATE INVESTMENTS - Schedule of Real Estate Properties (Details) - USD ($) | Dec. 31, 2021 | Dec. 03, 2021 | Jul. 26, 2021 | Dec. 31, 2020 |
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | $ 311,728,848 | |||
Tenant Origination and Absorption Costs | 21,504,210 | $ 23,792,057 | ||
Accumulated Depreciation and Amortization | (37,611,133) | (32,091,211) | ||
Total Investment in Real Estate Property, Net | 295,621,925 | $ 329,456,639 | ||
Raising Cane's | ||||
Real Estate [Line Items] | ||||
Tenant Origination and Absorption Costs | $ 213,997 | |||
Arrow Tru-Line | ||||
Real Estate [Line Items] | ||||
Tenant Origination and Absorption Costs | $ 0 | |||
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 | (206,249) | |||
Total Investment in Real Estate Property, Net | 1,191,865 | |||
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 | (263,955) | |||
Total Investment in Real Estate Property, Net | 1,420,474 | |||
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 | (198,168) | |||
Total Investment in Real Estate Property, Net | 1,108,422 | |||
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 | (189,998) | |||
Total Investment in Real Estate Property, Net | 1,096,037 | |||
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 | (194,997) | |||
Total Investment in Real Estate Property, Net | 1,018,732 | |||
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 | (189,460) | |||
Total Investment in Real Estate Property, Net | 999,034 | |||
Retail | Dollar General, Bakersfield | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 4,899,714 | |||
Tenant Origination and Absorption Costs | 261,630 | |||
Accumulated Depreciation and Amortization | (294,265) | |||
Total Investment in Real Estate Property, Net | 4,867,079 | |||
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 | (101,937) | |||
Total Investment in Real Estate Property, Net | 1,256,097 | |||
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 | (141,821) | |||
Total Investment in Real Estate Property, Net | 1,251,844 | |||
Retail | PreK Education | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 12,447,287 | |||
Tenant Origination and Absorption Costs | 555,767 | |||
Accumulated Depreciation and Amortization | (1,086,024) | |||
Total Investment in Real Estate Property, Net | 11,917,030 | |||
Retail | Walgreens | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 5,223,442 | |||
Tenant Origination and Absorption Costs | 335,945 | |||
Accumulated Depreciation and Amortization | (265,921) | |||
Total Investment in Real Estate Property, Net | 5,293,466 | |||
Retail | Raising Cane's | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 3,430,224 | |||
Tenant Origination and Absorption Costs | 213,997 | |||
Accumulated Depreciation and Amortization | (53,286) | |||
Total Investment in Real Estate Property, Net | 3,590,935 | |||
Office | Northrop Grumman | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 12,382,991 | |||
Tenant Origination and Absorption Costs | 1,469,736 | |||
Accumulated Depreciation and Amortization | (3,563,252) | |||
Total Investment in Real Estate Property, Net | 10,289,475 | |||
Office | exp US Services | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 6,056,668 | |||
Tenant Origination and Absorption Costs | 388,247 | |||
Accumulated Depreciation and Amortization | (1,057,244) | |||
Total Investment in Real Estate Property, Net | 5,387,671 | |||
Office | Wyndham | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 10,406,483 | |||
Tenant Origination and Absorption Costs | 669,232 | |||
Accumulated Depreciation and Amortization | (1,524,714) | |||
Total Investment in Real Estate Property, Net | 9,551,001 | |||
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 | (1,370,010) | |||
Total Investment in Real Estate Property, Net | 7,260,088 | |||
Office | EMCOR | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 5,960,610 | |||
Tenant Origination and Absorption Costs | 463,488 | |||
Accumulated Depreciation and Amortization | (783,562) | |||
Total Investment in Real Estate Property, Net | 5,640,536 | |||
Office | Cummins | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 14,538,528 | |||
Tenant Origination and Absorption Costs | 1,536,998 | |||
Accumulated Depreciation and Amortization | (2,958,875) | |||
Total Investment in Real Estate Property, Net | 13,116,651 | |||
Office | Costco | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 27,346,696 | |||
Tenant Origination and Absorption Costs | 2,765,136 | |||
Accumulated Depreciation and Amortization | (3,957,595) | |||
Total Investment in Real Estate Property, Net | 26,154,237 | |||
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 | (277,030) | |||
Total Investment in Real Estate Property, Net | 3,078,353 | |||
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 | (601,166) | |||
Total Investment in Real Estate Property, Net | 6,816,101 | |||
Office | Gap | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 8,431,744 | |||
Tenant Origination and Absorption Costs | 360,377 | |||
Accumulated Depreciation and Amortization | (962,450) | |||
Total Investment in Real Estate Property, Net | 7,829,671 | |||
Office | Sutter Health | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 29,586,023 | |||
Tenant Origination and Absorption Costs | 1,616,610 | |||
Accumulated Depreciation and Amortization | (2,162,503) | |||
Total Investment in Real Estate Property, Net | 29,040,130 | |||
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 Investment in Real Estate Property, Net | 329,410 | |||
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 | (1,470,745) | |||
Total Investment in Real Estate Property, Net | 11,383,403 | |||
Industrial | AvAir | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 27,357,899 | |||
Tenant Origination and Absorption Costs | 0 | |||
Accumulated Depreciation and Amortization | (2,805,207) | |||
Total Investment in Real Estate Property, Net | 24,552,692 | |||
Industrial | 3M | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 14,762,819 | |||
Tenant Origination and Absorption Costs | 2,932,544 | |||
Accumulated Depreciation and Amortization | (4,721,930) | |||
Total Investment in Real Estate Property, Net | 12,973,433 | |||
Industrial | Taylor Fresh Foods | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 34,194,369 | |||
Tenant Origination and Absorption Costs | 2,894,017 | |||
Accumulated Depreciation and Amortization | (2,918,695) | |||
Total Investment in Real Estate Property, Net | 34,169,691 | |||
Industrial | Levins | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 4,429,390 | |||
Tenant Origination and Absorption Costs | 221,927 | |||
Accumulated Depreciation and Amortization | (441,217) | |||
Total Investment in Real Estate Property, Net | 4,210,100 | |||
Industrial | Labcorp | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 9,672,174 | |||
Tenant Origination and Absorption Costs | 408,225 | |||
Accumulated Depreciation and Amortization | (408,642) | |||
Total Investment in Real Estate Property, Net | 9,671,757 | |||
Industrial | Wood Group | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 9,869,520 | |||
Tenant Origination and Absorption Costs | 539,633 | |||
Accumulated Depreciation and Amortization | (872,499) | |||
Total Investment in Real Estate Property, Net | 9,536,654 | |||
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 | (608,800) | |||
Total Investment in Real Estate Property, Net | 6,766,730 | |||
Industrial | L3Harris | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 11,631,857 | |||
Tenant Origination and Absorption Costs | 662,101 | |||
Accumulated Depreciation and Amortization | (941,646) | |||
Total Investment in Real Estate Property, Net | 11,352,312 | |||
Industrial | Arrow Tru-Line | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 11,518,084 | |||
Tenant Origination and Absorption Costs | 0 | |||
Accumulated Depreciation and Amortization | (17,270) | |||
Total Investment in Real Estate Property, Net | $ 11,500,814 |
REAL ESTATE INVESTMENTS - Real
REAL ESTATE INVESTMENTS - Real Estate Impairment Charges (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | |
Real Estate [Line Items] | ||||
(Reversal of)/impairment of real estate investment properties | $ 761,100 | $ 349,457 | $ 9,157,068 | $ 10,267,625 |
Dana | Industrial | ||||
Real Estate [Line Items] | ||||
(Reversal of)/impairment of real estate investment properties | 2,184,395 | |||
24 Hour Fitness | Retail | ||||
Real Estate [Line Items] | ||||
(Reversal of)/impairment of real estate investment properties | 5,664,517 | 5,664,517 | ||
Dinan Cars | Industrial | ||||
Real Estate [Line Items] | ||||
(Reversal of)/impairment of real estate investment properties | $ 1,308,156 | 1,308,156 | ||
Rite Aid | Retail | ||||
Real Estate [Line Items] | ||||
(Reversal of)/impairment of real estate investment properties | $ 349,457 | 349,457 | ||
Harley Davidson | Retail | ||||
Real Estate [Line Items] | ||||
(Reversal of)/impairment of real estate investment properties | 632,233 | |||
Chevron Gas Station, San Jose | Retail | ||||
Real Estate [Line Items] | ||||
(Reversal of)/impairment of real estate investment properties | $ 128,867 |
REAL ESTATE INVESTMENTS - Acqui
REAL ESTATE INVESTMENTS - Acquisition (Details) - USD ($) | Dec. 31, 2021 | Dec. 03, 2021 | Jul. 26, 2021 | Dec. 31, 2020 |
Real Estate [Line Items] | ||||
Land | $ 61,005,402 | $ 65,358,321 | ||
Tenant origination and absorption costs | 21,504,210 | 23,792,057 | ||
Total investments in real estate property | 333,233,058 | $ 361,547,850 | ||
Raising Cane's | ||||
Real Estate [Line Items] | ||||
Land | $ 1,830,303 | |||
Buildings and Improvements | 1,599,921 | |||
Tenant origination and absorption costs | 213,997 | |||
Total investments in real estate property | $ 3,644,221 | |||
Arrow Tru-Line | ||||
Real Estate [Line Items] | ||||
Land | $ 778,772 | |||
Buildings and Improvements | 10,739,312 | |||
Tenant origination and absorption costs | 0 | |||
Total investments in real estate property | $ 11,518,084 | |||
Raising Cane's and Arrow Tru-Line | ||||
Real Estate [Line Items] | ||||
Land | 2,609,075 | |||
Buildings and Improvements | 12,339,233 | |||
Tenant origination and absorption costs | 213,997 | |||
Total investments in real estate property | $ 15,162,305 |
REAL ESTATE INVESTMENTS - Dispo
REAL ESTATE INVESTMENTS - Dispositions (Details) | Dec. 21, 2021USD ($)ft² | Sep. 24, 2021USD ($) | Jul. 20, 2021USD ($)lease | Feb. 12, 2021USD ($)ft² | Jan. 29, 2021USD ($)ft² | Jan. 07, 2021USD ($)ft² | Dec. 16, 2020USD ($)ft² | Oct. 28, 2020USD ($)ft² | Sep. 16, 2020USD ($)ft² | Aug. 27, 2020USD ($)ft² | Aug. 03, 2020USD ($)ft² | Mar. 31, 2021lease | Sep. 30, 2020lease | Dec. 31, 2021USD ($)propertyleaseft² | Dec. 31, 2020USD ($)ft² | Jul. 07, 2021USD ($) |
Real Estate [Line Items] | ||||||||||||||||
Number of real estate properties sold | 3 | 5 | 5 | |||||||||||||
Rentable Square Feet | ft² | 2,400,000 | |||||||||||||||
Gain (Loss) on Sale | $ 7,803,702 | $ 4,139,749 | ||||||||||||||
24 Hour Fitness Adjustment | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Gain (Loss) on Sale | $ 115,133 | |||||||||||||||
Retail | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Number of real estate properties sold | property | 3 | |||||||||||||||
Retail | Chevron Gas Station, Roseville | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Rentable Square Feet | ft² | 3,300 | |||||||||||||||
Contract Sale Price | $ 4,050,000 | |||||||||||||||
Gain (Loss) on Sale | $ 228,769 | |||||||||||||||
Retail | EcoThrift | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Rentable Square Feet | ft² | 38,536 | |||||||||||||||
Contract Sale Price | $ 5,375,300 | |||||||||||||||
Gain (Loss) on Sale | $ 51,415 | |||||||||||||||
Retail | Chevron Gas Station, San Jose | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Rentable Square Feet | ft² | 1,060 | |||||||||||||||
Contract Sale Price | $ 4,288,888 | |||||||||||||||
Gain (Loss) on Sale | $ 9,458 | |||||||||||||||
Retail | Harley Davidson | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Rentable Square Feet | ft² | 70,960 | |||||||||||||||
Contract Sale Price | $ 15,270,000 | |||||||||||||||
Gain (Loss) on Sale | $ 3,271,289 | |||||||||||||||
Retail | Rite Aid | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Rentable Square Feet | ft² | 17,272 | |||||||||||||||
Contract Sale Price | $ 7,250,000 | |||||||||||||||
Gain (Loss) on Sale | $ (422) | |||||||||||||||
Retail | Walgreens, Stockbridge | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Rentable Square Feet | ft² | 15,120 | |||||||||||||||
Contract Sale Price | $ 5,538,462 | |||||||||||||||
Gain (Loss) on Sale | $ 1,306,768 | |||||||||||||||
Retail | Island Pacific Supermarket | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Rentable Square Feet | ft² | 13,963 | |||||||||||||||
Contract Sale Price | $ 3,155,000 | |||||||||||||||
Gain (Loss) on Sale | $ 387,296 | |||||||||||||||
Retail | 24 Hour Fitness | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Rentable Square Feet | ft² | 45,000 | |||||||||||||||
Contract Sale Price | $ 9,052,941 | |||||||||||||||
Gain (Loss) on Sale | $ 1,484,271 | |||||||||||||||
Industrial | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Number of real estate properties sold | property | 1 | |||||||||||||||
Industrial | Dana | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Rentable Square Feet | lease | 45,465 | |||||||||||||||
Contract Sale Price | $ 10,000,000 | |||||||||||||||
Gain (Loss) on Sale | $ 4,127,638 | |||||||||||||||
Industrial | Dinan Cars | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Rentable Square Feet | ft² | 27,296 | |||||||||||||||
Contract Sale Price | $ 6,100,000 | |||||||||||||||
Gain (Loss) on Sale | $ 961,836 | |||||||||||||||
Retail and Industrial | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Rentable Square Feet | 159,321 | 118,651 | ||||||||||||||
Contract Sale Price | $ 38,984,188 | $ 31,096,403 | ||||||||||||||
Gain (Loss) on Sale | $ 7,688,569 | $ 4,139,749 |
REAL ESTATE INVESTMENTS - Futur
REAL ESTATE INVESTMENTS - Future Minimum Contractual Rent Payments Due under Noncancelable Operating Leases (Details) | Dec. 31, 2021USD ($) |
Real Estate [Abstract] | |
2022 | $ 24,323,043 |
2023 | 24,583,548 |
2024 | 23,109,893 |
2025 | 20,606,798 |
2026 | 14,148,931 |
Thereafter | 70,872,917 |
Total | $ 177,645,130 |
REAL ESTATE INVESTMENTS - Finit
REAL ESTATE INVESTMENTS - Finite-Lived Intangible Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 0 | $ 6,960,842 |
Accumulated amortization | 0 | (1,833,054) |
Net amount | 0 | 5,127,788 |
Tenant Origination and Absorption Costs | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | 21,504,210 | 23,792,057 |
Accumulated amortization | (11,009,997) | (9,695,960) |
Net amount | 10,494,213 | 14,096,097 |
Above-Market Lease Intangibles | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | 1,128,549 | 1,128,549 |
Accumulated amortization | (437,530) | (307,707) |
Net amount | 691,019 | 820,842 |
Below-Market Lease Intangibles | ||
Below-Market Lease Intangibles | ||
Cost | (15,097,132) | (15,163,672) |
Accumulated amortization | 3,994,192 | 2,597,935 |
Net amount | $ (11,102,940) | $ (12,565,737) |
REAL ESTATE INVESTMENTS - Fin_2
REAL ESTATE INVESTMENTS - Finite-Lived Intangible Assets, Future Amortization (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Real Estate [Line Items] | ||
Net amount | $ 0 | $ 5,127,788 |
Below-Market Lease Intangibles | ||
Weighted-Average Remaining Amortization Period | 9 years 7 months 6 days | |
Tenant Origination and Absorption Costs | ||
Real Estate [Line Items] | ||
2022 | $ 2,511,696 | |
2023 | 1,634,837 | |
2024 | 1,517,826 | |
2025 | 1,200,895 | |
2026 | 627,174 | |
Thereafter | 3,001,785 | |
Net amount | $ 10,494,213 | 14,096,097 |
Below-Market Lease Intangibles | ||
Weighted-Average Remaining Amortization Period | 7 years 8 months 12 days | |
Above-Market Lease Intangibles | ||
Real Estate [Line Items] | ||
2022 | $ 129,823 | |
2023 | 127,174 | |
2024 | 122,543 | |
2025 | 115,995 | |
2026 | 78,557 | |
Thereafter | 116,927 | |
Net amount | $ 691,019 | 820,842 |
Below-Market Lease Intangibles | ||
Weighted-Average Remaining Amortization Period | 6 years 4 months 24 days | |
Below-Market Lease Intangibles | ||
Below-Market Lease Intangibles | ||
2022 | $ (1,216,995) | |
2023 | (921,169) | |
2024 | (917,750) | |
2025 | (917,750) | |
2026 | (912,347) | |
Thereafter | (6,216,929) | |
Net amount | $ (11,102,940) | $ (12,565,737) |
Weighted-Average Remaining Amortization Period | 11 years 8 months 12 days |
REAL ESTATE INVESTMENTS - Rea_2
REAL ESTATE INVESTMENTS - Real Estate Investments Held for Sale (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Assets related to real estate investments held for sale: | ||
Real estate investments held for sale, net | $ 31,510,762 | $ 24,585,739 |
Other assets, net | 788,296 | 1,079,361 |
Liabilities related to real estate investments held for sale: | ||
Mortgage notes payable, net | 21,699,912 | 9,088,438 |
Other liabilities, net | 383,282 | 801,337 |
Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Assets related to real estate investments held for sale: | ||
Land, buildings and improvements | 34,507,485 | 25,675,459 |
Tenant origination and absorption costs | 3,064,371 | 554,788 |
Accumulated depreciation and amortization | (6,061,094) | (1,644,508) |
Real estate investments held for sale, net | 31,510,762 | 24,585,739 |
Other assets, net | 788,296 | 1,079,361 |
Total assets related to real estate investments held for sale: | 32,299,058 | 25,665,100 |
Liabilities related to real estate investments held for sale: | ||
Mortgage notes payable, net | 21,699,912 | 9,088,438 |
Other liabilities, net | 383,282 | 801,337 |
Total liabilities related to real estate investments held for sale: | 22,083,194 | 9,889,775 |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Total revenues | 3,866,116 | 2,326,058 |
Interest expense | 1,058,574 | 552,246 |
Depreciation and amortization | 1,347,564 | 737,278 |
Other expenses | 723,637 | 352,280 |
Impairment of real estate properties | 0 | 761,100 |
Total expenses | 3,129,775 | 2,402,904 |
Net income (loss) | $ 736,341 | $ (76,846) |
UNCONSOLIDATED INVESTMENT IN _3
UNCONSOLIDATED INVESTMENT IN A REAL ESTATE PROPERTY - Equity Method Investments (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Investments in unconsolidated entities | $ 9,941,338 | $ 10,002,368 |
UNCONSOLIDATED INVESTMENT IN _4
UNCONSOLIDATED INVESTMENT IN A REAL ESTATE PROPERTY - Entities Equity In Earnings (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||
Income from unconsolidated investment in a real estate property | $ 276,042 | $ 296,780 |
The TIC Interest | ||
Schedule of Equity Method Investments [Line Items] | ||
Income from unconsolidated investment in a real estate property | $ 276,042 | $ 296,780 |
UNCONSOLIDATED INVESTMENT IN _5
UNCONSOLIDATED INVESTMENT IN A REAL ESTATE PROPERTY - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 28, 2017lease | |
The TIC Interest | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership (as a percent) | 72.70% | ||
Proceeds from distributions | $ | $ 337,072 | $ 683,000 | |
Santa Clara | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of operating leases with renewal options | lease | 3 | ||
Operating leases renewal term | 5 years | ||
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% | ||
Santa Clara | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage by noncontrolling owners (as a percent) | 27.30% |
UNCONSOLIDATED INVESTMENT IN _6
UNCONSOLIDATED INVESTMENT IN A REAL ESTATE PROPERTY - Summarized Financial Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Assets: | |||
Real estate investments, net | $ 295,621,925 | $ 329,456,639 | |
Cash and cash equivalents | 55,965,550 | 8,248,412 | |
Total assets | 428,494,502 | 407,454,738 | |
Liabilities: | |||
Mortgage notes payable, net | 152,223,579 | 175,925,918 | |
Below-market lease, net | 11,102,940 | 12,565,737 | |
Total liabilities | 206,064,610 | 217,202,502 | |
Total equity | 222,429,892 | 182,886,668 | $ 240,172,562 |
Total liabilities and equity | 428,494,502 | 407,454,738 | |
Expenses: | |||
Depreciation and amortization | 15,266,936 | 17,592,253 | |
Interest expense | 7,586,197 | 11,460,747 | |
Total expenses | 45,560,265 | 91,493,320 | |
Net loss | (435,505) | (49,141,910) | |
The TIC Interest | |||
Assets: | |||
Real estate investments, net | 29,403,232 | 29,906,146 | |
Cash and cash equivalents | 690,470 | 380,774 | |
Other assets | 134,049 | 164,684 | |
Total assets | 30,227,751 | 30,451,604 | |
Liabilities: | |||
Mortgage notes payable, net | 13,218,883 | 13,489,126 | |
Below-market lease, net | 2,660,586 | 2,806,973 | |
Other liabilities | 369,209 | 92,777 | |
Total liabilities | 16,248,678 | 16,388,876 | |
Total equity | 13,979,073 | 14,062,728 | |
Total liabilities and equity | 30,227,751 | 30,451,604 | |
Total revenue | 2,698,028 | 2,694,874 | |
Expenses: | |||
Depreciation and amortization | 1,011,326 | 999,929 | |
Interest expense | 552,144 | 565,778 | |
Other expenses | 754,909 | 721,279 | |
Total expenses | 2,318,379 | 2,286,986 | |
Net loss | $ 379,649 | $ 407,888 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Net Carrying Value of Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning balance | $ 17,320,857 | $ 50,588,000 |
Impairment of goodwill for the 12 months period ended, respectively | 0 | (33,267,143) |
Ending balance | $ 17,320,857 | $ 17,320,857 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended | |
Nov. 30, 2021 | Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Goodwill and Intangible Assets [Line Items] | ||||
Decrease in fair value of real estate investment property (percent) | 14.00% | |||
Goodwill impairment loss | $ 0 | $ 33,267,143 | ||
Intangible assets amortization expense | $ 1,556,348 | 1,833,054 | ||
Crowdfunding-Related Intangible Assets | ||||
Schedule of Goodwill and Intangible Assets [Line Items] | ||||
Impairment charge | $ 3,767,190 | |||
Investor list, net | ||||
Schedule of Goodwill and Intangible Assets [Line Items] | ||||
Impairment of intangible assets (excluding goodwill) | $ 1,305,260 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET - Intangible Assets Acquired (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 0 | $ 6,960,842 |
Accumulated amortization | 0 | (1,833,054) |
Net | $ 0 | 5,127,788 |
Investor list, net | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years | |
Cost | $ 0 | 3,494,740 |
Web services technology, domains and licenses | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 3 years | |
Cost | $ 0 | $ 3,466,102 |
CONSOLIDATED BALANCE SHEETS D_3
CONSOLIDATED BALANCE SHEETS DETAILS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | ||
Straight-line rent | $ 4,417,065 | $ 4,344,388 |
Tenant rent | 81,079 | 204,775 |
Tenant reimbursements | 1,498,775 | 2,116,627 |
Total | 5,996,919 | 6,665,790 |
Prepaid Expense and Other Assets [Abstract] | ||
Deferred tenant allowance | 2,400,811 | 517,711 |
Miscellaneous receivables | 681,369 | 19,954 |
Prepaid expenses | 1,776,595 | 1,276,700 |
Deposits | 1,420,244 | 357,352 |
Deferred financing costs on line of credit | 100,080 | 21,724 |
Total | 6,379,099 | 2,193,441 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Accounts payable | 1,767,657 | 1,136,954 |
Accrued expenses | 3,864,222 | 3,068,714 |
Accrued common and preferred dividends | 1,795,303 | 706,106 |
Accrued interest payable | 548,564 | 629,628 |
Unearned rent | 1,735,440 | 2,033,065 |
Lease incentive obligation | 2,133,695 | 5,157 |
Total | $ 11,844,881 | $ 7,579,624 |
DEBT - Summary of Company's Mor
DEBT - Summary of Company's Mortgage Notes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Principal balance | $ 160,997,437 | |
Plus: unamortized mortgage premium, net of discount | 204,281 | |
Less unamortized deferred financing costs | (956,139) | |
Mortgage notes payable, net | $ 160,245,579 | |
Loans to assets ratio (as a percent) | 60.00% | |
Husqvarna property | ||
Short-term Debt [Line Items] | ||
Contractual interest rate | 4.60% | |
Husqvarna property | Maximum | Treasury Bill Index | ||
Short-term Debt [Line Items] | ||
Contractual interest rate | 2.45% | |
Mortgage Notes Payable | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 152,975,437 | $ 176,948,438 |
Plus: unamortized mortgage premium, net of discount | 204,281 | 447,471 |
Less unamortized deferred financing costs | (956,139) | (1,469,991) |
Mortgage notes payable, net | 152,223,579 | 175,925,918 |
Mortgage Notes Payable | Accredo Health | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 0 | 8,538,000 |
Contractual interest rate | 3.80% | |
Effective interest rate | 3.80% | |
Mortgage Notes Payable | Six DG Properties | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 3,674,327 | 3,747,520 |
Contractual interest rate | 4.69% | |
Effective interest rate | 4.69% | |
Mortgage Notes Payable | Dollar General, Bakersfield | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 2,224,418 | 2,268,922 |
Contractual interest rate | 3.65% | |
Effective interest rate | 3.65% | |
Mortgage Notes Payable | Dollar General, Big Spring | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 587,961 | 599,756 |
Contractual interest rate | 4.69% | |
Effective interest rate | 4.69% | |
Mortgage Notes Payable | Dana | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 0 | 4,466,865 |
Contractual interest rate | 4.56% | |
Effective interest rate | 4.56% | |
Mortgage Notes Payable | Northrop Grumman property | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 6,925,915 | 5,518,589 |
Contractual interest rate | 3.35% | |
Effective interest rate | 3.35% | |
Mortgage Notes Payable | exp US Services property | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 3,255,313 | 3,321,931 |
Contractual interest rate | 4.25% | |
Effective interest rate | 4.25% | |
Mortgage Notes Payable | Wyndham | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 5,493,000 | 5,607,000 |
Effective interest rate | 4.34% | |
Mortgage Notes Payable | Wyndham | (LIBOR) | ||
Short-term Debt [Line Items] | ||
Basis spread on variable rate ( as a percent) | 2.05% | |
Mortgage Notes Payable | Williams Sonoma | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 4,344,000 | 4,438,200 |
Effective interest rate | 4.05% | |
Mortgage Notes Payable | Williams Sonoma | (LIBOR) | ||
Short-term Debt [Line Items] | ||
Basis spread on variable rate ( as a percent) | 2.05% | |
Mortgage Notes Payable | Omnicare property | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 0 | 4,193,171 |
Contractual interest rate | 4.36% | |
Effective interest rate | 4.36% | |
Mortgage Notes Payable | EMCOR property | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 2,757,943 | 2,811,539 |
Contractual interest rate | 4.35% | |
Effective interest rate | 4.35% | |
Mortgage Notes Payable | Husqvarna property | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 6,379,182 | 6,379,182 |
Effective interest rate | 4.60% | |
Mortgage Notes Payable | AvAir | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 19,950,000 | 19,950,000 |
Contractual interest rate | 380.00% | |
Effective interest rate | 3.80% | |
Mortgage Notes Payable | 3M property | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 8,025,200 | 8,166,000 |
Effective interest rate | 5.09% | |
Mortgage Notes Payable | 3M property | (LIBOR) | ||
Short-term Debt [Line Items] | ||
Basis spread on variable rate ( as a percent) | 2.25% | |
Mortgage Notes Payable | Cummins property | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 8,188,800 | 8,332,200 |
Effective interest rate | 5.16% | |
Mortgage Notes Payable | Cummins property | (LIBOR) | ||
Short-term Debt [Line Items] | ||
Basis spread on variable rate ( as a percent) | 2.25% | |
Mortgage Notes Payable | Texas Health property | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 0 | 4,363,203 |
Contractual interest rate | 4.00% | |
Effective interest rate | 4.00% | |
Mortgage Notes Payable | Bon Secours property | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 0 | 5,180,552 |
Contractual interest rate | 5.41% | |
Effective interest rate | 5.41% | |
Mortgage Notes Payable | Costco property | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 18,850,000 | 18,850,000 |
Contractual interest rate | 4.85% | |
Effective interest rate | 4.85% | |
Mortgage Notes Payable | Taylor Fresh Foods property | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 12,350,000 | 12,350,000 |
Contractual interest rate | 3.85% | |
Effective interest rate | 3.85% | |
Mortgage Notes Payable | Levins | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 2,654,405 | 2,032,332 |
Contractual interest rate | 3.75% | |
Effective interest rate | 3.75% | |
Mortgage Notes Payable | Labcorp | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 5,308,810 | 4,020,418 |
Contractual interest rate | 3.75% | |
Effective interest rate | 3.75% | |
Mortgage Notes Payable | GSA (MSHA) | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 1,713,196 | 1,752,092 |
Contractual interest rate | 3.65% | |
Effective interest rate | 3.65% | |
Mortgage Notes Payable | PreK Education property | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 4,930,217 | 5,037,846 |
Contractual interest rate | 4.25% | |
Effective interest rate | 4.25% | |
Mortgage Notes Payable | Solar Turbines/Wood Group/ITW Rippey properties | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 8,986,222 | 9,214,700 |
Contractual interest rate | 3.35% | |
Effective interest rate | 3.35% | |
Mortgage Notes Payable | Gap | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 3,492,775 | 3,569,990 |
Contractual interest rate | 4.15% | |
Effective interest rate | 4.15% | |
Mortgage Notes Payable | L3Harris | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 6,219,524 | 5,185,929 |
Contractual interest rate | 3.35% | |
Effective interest rate | 3.35% | |
Mortgage Notes Payable | Sutter Health | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 13,597,120 | 13,879,655 |
Contractual interest rate | 4.50% | |
Effective interest rate | 4.50% | |
Mortgage Notes Payable | Walgreens Santa Maria property | ||
Short-term Debt [Line Items] | ||
Principal balance | $ 3,067,109 | $ 3,172,846 |
Contractual interest rate | 4.25% | |
Effective interest rate | 4.25% | |
Mortgage Notes Payable | 24 Hour Fitness | ||
Short-term Debt [Line Items] | ||
Monthly mortgage payment | $ 0.0335 | |
Decrease in monthly mortgage payment | $ 0.0025 |
DEBT - Mortgage Notes Payable (
DEBT - Mortgage Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Mortgage notes payable, carrying amount | $ 160,245,579 | |
Mortgage notes payable | ||
Short-term Debt [Line Items] | ||
Mortgage notes payable, face value | 152,975,437 | $ 176,948,438 |
Mortgage notes payable, carrying amount | 152,223,579 | 175,925,918 |
Fair Value | 159,241,815 | $ 177,573,106 |
Less: full repayments of mortgages on January 18, 2022, face value | (108,178,317) | |
Less: full repayments of mortgages on January 18, 2022, carrying value | (107,429,721) | |
Remaining balance, carrying value | 44,793,858 | |
Remaining balance, fair value | $ 46,296,445 |
DEBT - Mortgage Notes Payable R
DEBT - Mortgage Notes Payable Related to Real Estate Investments Held For Sale, Net (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Principal amount | $ 160,997,437 | |
Plus unamortized mortgage premium | 204,281 | |
Less: deferred financing costs, net | (956,139) | |
Mortgage notes payable, net | 160,245,579 | |
Mortgage Notes Payable | ||
Debt Instrument [Line Items] | ||
Principal amount | 152,975,437 | $ 176,948,438 |
Plus unamortized mortgage premium | 204,281 | 447,471 |
Less: deferred financing costs, net | (956,139) | (1,469,991) |
Mortgage notes payable, net | 152,223,579 | 175,925,918 |
Mortgage Notes Payable | Accredo Health | ||
Debt Instrument [Line Items] | ||
Principal amount | 0 | 8,538,000 |
Mortgage Notes Payable | Omnicare | ||
Debt Instrument [Line Items] | ||
Principal amount | 0 | 4,193,171 |
Mortgage Notes Payable | Texas Health | ||
Debt Instrument [Line Items] | ||
Principal amount | 0 | 4,363,203 |
Mortgage Notes Payable | Bon Secours | ||
Debt Instrument [Line Items] | ||
Principal amount | 0 | 5,180,552 |
Mortgage Notes Payable | Secured Notes Payable, Real Estate Held-for-sale | ||
Debt Instrument [Line Items] | ||
Principal amount | 22,036,319 | 9,196,855 |
Plus unamortized mortgage premium | 0 | 1,550 |
Less: deferred financing costs, net | (336,407) | (109,967) |
Mortgage notes payable, net | 21,699,912 | 9,088,438 |
Mortgage Notes Payable | Secured Notes Payable, Real Estate Held-for-sale | Accredo Health | Retail | ||
Debt Instrument [Line Items] | ||
Principal amount | 8,538,000 | 0 |
Mortgage Notes Payable | Secured Notes Payable, Real Estate Held-for-sale | Omnicare | Retail | ||
Debt Instrument [Line Items] | ||
Principal amount | 4,109,167 | 0 |
Mortgage Notes Payable | Secured Notes Payable, Real Estate Held-for-sale | Texas Health | Retail | ||
Debt Instrument [Line Items] | ||
Principal amount | 4,284,335 | 0 |
Mortgage Notes Payable | Secured Notes Payable, Real Estate Held-for-sale | Bon Secours | Retail | ||
Debt Instrument [Line Items] | ||
Principal amount | 5,104,817 | 0 |
Mortgage Notes Payable | Secured Notes Payable, Real Estate Held-for-sale | Harley Davidson property | Retail | ||
Debt Instrument [Line Items] | ||
Principal amount | 0 | 6,623,346 |
Mortgage Notes Payable | Secured Notes Payable, Real Estate Held-for-sale | EcoThrift property | Retail | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 0 | $ 2,573,509 |
DEBT - Unsecured Credit Facilit
DEBT - Unsecured Credit Facility, Net (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Credit facilities | $ 8,022,000 | $ 6,000,000 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Jan. 18, 2022USD ($)mortgageloan | Mar. 31, 2021USD ($) | Mar. 29, 2021USD ($) | Aug. 31, 2021USD ($) | Dec. 31, 2021USD ($)property | Dec. 31, 2020USD ($)property | Apr. 20, 2020USD ($) |
Debt Instrument [Line Items] | |||||||
Number of properties classified as real estate held for sale | property | 4 | 2 | |||||
Credit facilities | $ 8,022,000 | $ 6,000,000 | |||||
Repayments of unsecured credit facility | 12,000,000 | 6,000,000 | |||||
Deferred financing costs on line of credit | $ 100,080 | 21,724 | |||||
Target leverage ratio | 40.00% | ||||||
Maximum leverage ratio | 0.55 | ||||||
Repayment of mortgage notes payable, year 1 | $ 23,672,283 | ||||||
Repayment of mortgage notes payable, year 2 | 21,587,403 | ||||||
Repayment of mortgage notes payable, year 3 | 20,841,085 | ||||||
Repayment of mortgage notes payable, year 4 | 20,736,311 | ||||||
Repayment of mortgage notes payable, year 5 | 17,989,016 | ||||||
Repayment of mortgage notes payable, after year 5 | 56,171,339 | ||||||
Principal balance | 160,997,437 | ||||||
Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Number of mortgages repaid | mortgage | 2 | ||||||
Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Repayment of mortgage notes payable, year 1 | 8,022,000 | ||||||
Repayment of mortgage notes payable, year 2 | 0 | ||||||
Repayment of mortgage notes payable, year 3 | 0 | ||||||
Repayment of mortgage notes payable, year 4 | 0 | ||||||
Repayment of mortgage notes payable, year 5 | 0 | ||||||
Repayment of mortgage notes payable, after year 5 | 0 | ||||||
Principal balance | 8,022,000 | ||||||
Credit Facility | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Number of mortgages repaid | loan | 20 | ||||||
Mortgage Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate face amount | 152,975,437 | 176,948,438 | |||||
Repayment of mortgage notes payable, year 1 | 15,650,283 | ||||||
Repayment of mortgage notes payable, year 2 | 21,587,403 | ||||||
Repayment of mortgage notes payable, year 3 | 20,841,085 | ||||||
Repayment of mortgage notes payable, year 4 | 20,736,311 | ||||||
Repayment of mortgage notes payable, year 5 | 17,989,016 | ||||||
Repayment of mortgage notes payable, after year 5 | 56,171,339 | ||||||
Principal balance | 152,975,437 | 176,948,438 | |||||
Mortgage Notes Payable | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Repayment of mortgage notes payable, year 1 | $ 304,320 | ||||||
Repayment of mortgage notes payable, year 2 | 318,300 | ||||||
Repayment of mortgage notes payable, year 3 | 13,244,116 | ||||||
Repayment of mortgage notes payable, year 4 | 543,886 | ||||||
Repayment of mortgage notes payable, year 5 | 568,370 | ||||||
Repayment of mortgage notes payable, after year 5 | 29,818,128 | ||||||
Principal balance | $ 44,797,120 | ||||||
New Credit Facility | Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 22,000,000 | ||||||
Line of credit facility, interest rate during period | 4.75% | ||||||
New Credit Facility | Prime Rate | Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate ( as a percent) | 1.00% | ||||||
Pacific Mercantile Bank Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Credit facilities | 6,000,000 | ||||||
Pacific Mercantile Bank Credit Facility | Unsecured Credit Facility | Unsecured credit facility: | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of unsecured credit facility | $ 6,000,000 | ||||||
Prior Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Deferred financing costs on line of credit | $ 100,080 | ||||||
Prior Credit Facility | Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Amount borrowed under the credit facility | $ 6,000,000 | ||||||
Repayments of unsecured credit facility | $ 6,000,000 | ||||||
Debt origination fees paid | $ 77,000 | ||||||
Line of credit facility, unused commitment fee percentage | 0.15% | ||||||
Minimum debt service coverage ratio | 125.00% | ||||||
Minimum tangible NAV | $ 120,000,000 | ||||||
Prior Credit Facility | Revolving Credit Facility, Real Estate Acquisitions | Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | 17,000,000 | ||||||
Prior Credit Facility | Revolving Credit Facility, Working Capital | Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 5,000,000 | ||||||
Short-term Notes Payable | Loan Agreement and Promissory Note, Paycheck Protection Program, CARES Act | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate face amount | $ 517,000 |
DEBT - Debt Maturities (Details
DEBT - Debt Maturities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
2022 | $ 23,672,283 | |
2023 | 21,587,403 | |
2024 | 20,841,085 | |
2025 | 20,736,311 | |
2026 | 17,989,016 | |
Thereafter | 56,171,339 | |
Total principal | 160,997,437 | |
Plus: unamortized mortgage premium, net of discount | 204,281 | |
Less: deferred financing costs, net | (956,139) | |
Total | 160,245,579 | |
Mortgage Notes Payable | ||
Debt Instrument [Line Items] | ||
2022 | 15,650,283 | |
2023 | 21,587,403 | |
2024 | 20,841,085 | |
2025 | 20,736,311 | |
2026 | 17,989,016 | |
Thereafter | 56,171,339 | |
Total principal | 152,975,437 | $ 176,948,438 |
Plus: unamortized mortgage premium, net of discount | 204,281 | 447,471 |
Less: deferred financing costs, net | (956,139) | (1,469,991) |
Total | 152,223,579 | $ 175,925,918 |
Credit Facility | ||
Debt Instrument [Line Items] | ||
2022 | 8,022,000 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 0 | |
Total principal | 8,022,000 | |
Plus: unamortized mortgage premium, net of discount | 0 | |
Less: deferred financing costs, net | 0 | |
Total | $ 8,022,000 |
DEBT - Interest Expenses Reconc
DEBT - Interest Expenses Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Interest expense | $ 7,586,197 | $ 11,460,747 |
Loss on interest rate swaps | (970,039) | 770,898 |
Accrued interest payable | 56,114 | 45,636 |
Unsecured credit facility: | ||
Debt Instrument [Line Items] | ||
Interest expense | 192,786 | 527,047 |
Amortization of deferred financing costs | 78,588 | 128,171 |
Other loan fees and costs | 90,324 | 224,936 |
Mortgage notes payable: | ||
Debt Instrument [Line Items] | ||
Interest expense | 7,536,789 | 8,470,248 |
Amortization of deferred financing costs | 535,440 | 937,564 |
Loss on interest rate swaps | $ (847,730) | $ 1,172,781 |
INTEREST RATE SWAP DERIVATIVE_2
INTEREST RATE SWAP DERIVATIVES - Narrative (Details) | Jan. 18, 2022USD ($)instrument | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)instrument |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Number of swap agreements terminated | 4 | ||
Loss on interest rate swaps | $ | $ (970,039) | $ 770,898 | |
Wyndham, Williams Sonoma, 3M and Cummins | Swap | Subsequent Event | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Cost of hedge | $ | $ 733,000 | ||
Interest Rate Swap Derivatives | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Number of mortgage notes payable | 4 | ||
Interest Rate Swap Derivatives | Wyndham, Williams Sonoma, 3M and Cummins | Swap | Subsequent Event | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Number of swap agreements terminated | 4 |
INTEREST RATE SWAP DERIVATIVE_3
INTEREST RATE SWAP DERIVATIVES -Notional Amounts of Derivative Instruments (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)instrument | Dec. 31, 2020USD ($)instrument | |
Derivatives, Fair Value [Line Items] | ||
Number of swap agreements terminated | instrument | 4 | |
Dinan, Rite Aid, and Island Pacific | Swap | ||
Derivatives, Fair Value [Line Items] | ||
Cost of hedge | $ | $ 99,200 | |
GSA and EcoThrift | Swap | ||
Derivatives, Fair Value [Line Items] | ||
Cost of hedge | $ | $ 23,900 | |
Interest Rate Swap Derivatives | ||
Derivatives, Fair Value [Line Items] | ||
Number of Instruments | instrument | 4 | 8 |
Notional Amount | $ | $ 26,051,000 | $ 36,617,164 |
Weighted Average Fixed Pay Rate | 4.51% | 3.35% |
Weighted Average Remaining Term | 2 years | 2 years 2 months 12 days |
Interest Rate Swap Derivatives | Dinan, Rite Aid, and Island Pacific | Swap | ||
Derivatives, Fair Value [Line Items] | ||
Number of swap agreements terminated | instrument | 3 | |
Interest Rate Swap Derivatives | GSA and EcoThrift | Swap | ||
Derivatives, Fair Value [Line Items] | ||
Number of swap agreements terminated | instrument | 2 | |
Interest Rate Swap Derivatives | Minimum | ||
Derivatives, Fair Value [Line Items] | ||
Minimum notional amounts | $ | $ 24,935,999 | $ 34,989,063 |
(LIBOR) | Interest Rate Swap Derivatives | Minimum | ||
Derivatives, Fair Value [Line Items] | ||
Reference Rate | 4.05% | 3.13% |
(LIBOR) | Interest Rate Swap Derivatives | Maximum | ||
Derivatives, Fair Value [Line Items] | ||
Reference Rate | 5.16% | 5.16% |
INTEREST RATE SWAP DERIVATIVE_4
INTEREST RATE SWAP DERIVATIVES - Fair Value of Derivative Instruments (Details) | Dec. 31, 2021USD ($)instrument | Dec. 31, 2020USD ($)instrument |
Derivatives, Fair Value [Line Items] | ||
Derivative liability fair value | $ | $ (788,016) | $ (1,743,889) |
Interest Rate Swap Derivatives | ||
Derivatives, Fair Value [Line Items] | ||
Number of Instruments | instrument | 4 | 8 |
Liability | Interest Rate Swap Derivatives | ||
Derivatives, Fair Value [Line Items] | ||
Number of Instruments | instrument | 4 | 8 |
Derivative liability fair value | $ | $ (788,016) | $ (1,743,889) |
Assets | Interest Rate Swap Derivatives | ||
Derivatives, Fair Value [Line Items] | ||
Number of Instruments | instrument | 0 | 0 |
Derivative asset fair value | $ | $ 0 | $ 0 |
PREFERRED STOCK (Details)
PREFERRED STOCK (Details) - USD ($) | Feb. 25, 2022 | Sep. 17, 2021 | Sep. 14, 2021 | Jan. 05, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||||||
Preferred stock, shares outstanding (in shares) | 2,000,000 | |||||||
Proceeds from issuance of preferred stock and preference stock | $ 47,607,309 | $ 0 | ||||||
Payments of stock issuance costs | (1,418,334) | (1,205,317) | ||||||
Dividends | $ 730,445 | $ 8,110,961 | $ 11,701,828 | |||||
Subsequent Event | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Dividends | $ 454,424 | |||||||
Series A Preferred Stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Preferred stock, shares authorized (in shares) | 2,000,000 | |||||||
Preferred stock, shares issued (in shares) | 2,000,000 | |||||||
Preferred stock, liquidation preference per share | $ 25 | |||||||
Sale of stock, price per share | $ 25 | |||||||
Preferred stock, discount on shares | $ (1,575,000) | |||||||
Payments of stock issuance costs | (817,691) | |||||||
Preferred stock, dividend rate, percentage | 7.375% | |||||||
Preferred stock, dividends per share, declared | $ 1.84375 | |||||||
Preferred stock, redemption price per share | 25 | |||||||
Preferred stock, dividend rate, per-dollar-amount | 2.34375 | |||||||
Preferred stock, dividends per share, declared, quarterly | $ 0.460938 | |||||||
Series A Preferred Stock | Forecast | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Dividends, preferred stock | $ 921,875 | |||||||
Series A Preferred Stock | Measurement Input, Expected Dividend Rate | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Preferred stock, dividend rate, percentage | 2.00% | |||||||
Series A Preferred Stock | IPO | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock issued in transaction (in shares) | 1,800,000 | |||||||
Amount of stock offerings | 50,000,000 | |||||||
Proceeds from issuance of preferred stock and preference stock | 47,607,309 | |||||||
Net proceeds, prior to other offering costs | $ 48,425,000 | |||||||
Series A Preferred Stock | Over-Allotment Option | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock issued in transaction (in shares) | 200,000 | |||||||
Series A Preferred Stock | Maximum | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Preferred stock, dividend rate, percentage | 9.375% |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Related Party Costs (Details) - Director - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Value of shares issued for services rendered | $ 357,500 | $ 357,083 |
Total | $ 505,000 | $ 407,083 |
Number of shares issued for services rendered (in shares) | 15,191 | 16,786 |
Cash Paid For Services Rendered | ||
Related Party Transaction [Line Items] | ||
Cash paid for services rendered | $ 147,500 | $ 50,000 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) | Aug. 28, 2020USD ($) | Jul. 31, 2020USD ($) | Mar. 02, 2020USD ($)property | Jan. 31, 2021USD ($) | Dec. 31, 2021 | Dec. 31, 2019USD ($)property | Dec. 31, 2020USD ($) | Apr. 23, 2020USD ($) |
Related Party Transaction [Line Items] | ||||||||
Payments to independent member of Company's board of directors for services rendered | $ 21,250 | |||||||
Property management fees percentage | 26397100.00% | |||||||
Board of Directors Chairman | Secured Notes Payable | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party payable | $ 630,820 | |||||||
Related party transaction fees, percentage | 10.00% | |||||||
Related party transaction, number of notes payable | property | 2 | |||||||
Balloon payment due at maturity | $ 437,862 | |||||||
Board of Directors Chairman | Secured Notes Payable, Note One | ||||||||
Related Party Transaction [Line Items] | ||||||||
Balloon payment due at maturity | 218,931 | |||||||
Board of Directors Chairman | Secured Notes Payable, Note Two | ||||||||
Related Party Transaction [Line Items] | ||||||||
Balloon payment due at maturity | $ 218,931 | |||||||
Wirta Trust | Board of Directors Chairman | ||||||||
Related Party Transaction [Line Items] | ||||||||
Notes payable, related party | $ 4,000,000 | |||||||
Number of real estate properties under mortgages | property | 2 | |||||||
Related party transaction fees, percentage | 8.00% | |||||||
Wirta Trust | Board of Directors Chairman | Chevron Gas Station, San Jose | ||||||||
Related Party Transaction [Line Items] | ||||||||
Repayments of related party debt | $ 2,000,000 | |||||||
Wirta Trust | Board of Directors Chairman | Chevron Gas Station, Roseville | ||||||||
Related Party Transaction [Line Items] | ||||||||
Repayments of related party debt | $ 2,000,000 | |||||||
Director | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party payable | $ 21,250 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES [Line Items] | ||
Tenant reimbursements | $ 189,136 | $ 60,598 |
Restricted cash | $ 2,441,970 | 129,118 |
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% | |
Building Improvements, Tenant Improvements and Leasing Commissions | ||
COMMITMENTS AND CONTINGENCIES [Line Items] | ||
Restricted cash | $ 2,281,462 | 92,684 |
Lease Agreements | ||
COMMITMENTS AND CONTINGENCIES [Line Items] | ||
Tenant reimbursements | 189,136 | 60,598 |
Restricted cash | $ 2,271,462 | $ 92,684 |
OPERATING PARTNERSHIP UNITS - N
OPERATING PARTNERSHIP UNITS - Narrative (Details) | Jan. 05, 2022 | Feb. 01, 2021shares | Jan. 25, 2021$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Jun. 30, 2021 | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Feb. 01, 2022$ / shares | Jan. 31, 2022$ / shares | Aug. 04, 2021$ / shares | May 05, 2021$ / shares | Jan. 31, 2021$ / shares | Jan. 27, 2021$ / shares | May 20, 2020$ / shares |
Business Acquisition [Line Items] | |||||||||||||||
Conversion Ratio | 0.3333 | ||||||||||||||
Net asset value (in usd per share) | $ / shares | $ 26.05 | $ 24.61 | $ 30.81 | $ 23.03 | $ 21.01 | ||||||||||
Subsequent Event | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Conversion Ratio | 0.1 | ||||||||||||||
Net asset value (in usd per share) | $ / shares | $ 27.29 | $ 28.74 | |||||||||||||
Class C | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Conversion Ratio | 1 | ||||||||||||||
DRP | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Net asset value (in usd per share) | $ / shares | $ 30.48 | ||||||||||||||
Class M OP Units | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Conversion Ratio | 1.6667 | 0.6000 | 1.6667 | ||||||||||||
Net asset value (in usd per share) | $ / shares | $ 41.67 | $ 41.67 | |||||||||||||
Class P OP Units | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Other ownership interests, units issued (in shares) | 56,029 | 56,029 | 56,029 | ||||||||||||
Conversion Ratio | 0.6000 | ||||||||||||||
Stock compensation expense | $ | $ 355,134 | $ 355,134 | |||||||||||||
Class M OP Units and Class P OP Units | Operating Partnership | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Noncontrolling interest (as a percent) | 13.00% | ||||||||||||||
Class R OP Units | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Conversion Ratio | 1 | ||||||||||||||
Other ownership interests, capital account | $ | $ 4,493,109 | $ 4,493,109 | |||||||||||||
Other ownership interests, units issued, period | 3 years | ||||||||||||||
Other ownership interests, units outstanding (in shares) | 360,000 | ||||||||||||||
Stock compensation expense | $ | $ 2,032,247 | ||||||||||||||
Other ownership interests, diluted EPS threshold | $ / shares | $ 1.05 | ||||||||||||||
Units forfeited | 26,657 | ||||||||||||||
Conversion ratio, threshold | 0.4000 | ||||||||||||||
Class C OP Units | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Conversion Ratio | 1.6667 | ||||||||||||||
BrixInvest | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Contribution of Class M OP Units and Class P OP Units | $ | $ 50,603,000 | ||||||||||||||
BrixInvest | Class M OP Units | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Other ownership interests, units issued (in shares) | 657,949.5 | 657,949.5 | 657,949.5 | ||||||||||||
BrixInvest | Class P OP Units | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Other ownership interests, units issued (in shares) | 26,318 | ||||||||||||||
BrixInvest | Class R OP Units | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Other ownership interests, units issued (in shares) | 333,343 | ||||||||||||||
Messrs. Halfacre and Pacini | Class P OP Units | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Other ownership interests, units issued (in shares) | 29,711 | ||||||||||||||
Other ownership interests, capital account | $ | $ 799,051 | $ 799,051 | $ 1,509,319 | ||||||||||||
Other ownership interests, amortization period | 51 months | ||||||||||||||
Mr. Halfacre | Class R OP Units | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Other ownership interests, units issued (in shares) | 40,000 | ||||||||||||||
Other ownership interests, units issued, period | 3 years | ||||||||||||||
Mr. Halfacre | Class R OP Units, Future Compensation | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Other ownership interests, units issued (in shares) | 170,667 | ||||||||||||||
Mr. Pacini | Class R OP Units | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Other ownership interests, units issued, period | 3 years | ||||||||||||||
Mr. Pacini | Class R OP Units, Future Compensation | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Other ownership interests, units issued (in shares) | 33,333 | ||||||||||||||
Employees of Company | Class R OP Units | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Other ownership interests, units issued (in shares) | 116,000 |
OPERATING PARTNERSHIP UNITS - C
OPERATING PARTNERSHIP UNITS - Class M OP Units Conversion (Details) $ / shares in Units, $ in Millions | Feb. 01, 2021 | Dec. 31, 2021USD ($)$ / shares |
Conversion of Stock [Line Items] | ||
Conversion Ratio | 0.3333 | |
Initial Conversion Ratio | ||
Conversion of Stock [Line Items] | ||
Conversion Ratio | 1.6667 | |
Fiscal Year 2021 | ||
Conversion of Stock [Line Items] | ||
Early Conversion Rate | 0.50 | |
AUM conversion threshold | $ | $ 860 | |
AFFO conversion threshold (in usd per share) | $ / shares | $ 1.77 | |
Conversion Ratio | 1.9167 | |
Fiscal Year 2022 | ||
Conversion of Stock [Line Items] | ||
Early Conversion Rate | 0.60 | |
AUM conversion threshold | $ | $ 1,175 | |
AFFO conversion threshold (in usd per share) | $ / shares | $ 1.95 | |
Conversion Ratio | 2.5000 | |
Fiscal Year 2023 | ||
Conversion of Stock [Line Items] | ||
Early Conversion Rate | 0.70 | |
AUM conversion threshold | $ | $ 1,551 | |
AFFO conversion threshold (in usd per share) | $ / shares | $ 2.10 | |
Conversion Ratio | 3 |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) | Nov. 01, 2023 | Aug. 01, 2023 | Mar. 01, 2023 | Nov. 01, 2022 | Aug. 01, 2022 | Mar. 08, 2022USD ($) | Mar. 04, 2022USD ($)property | Feb. 25, 2022USD ($)$ / sharesshares | Feb. 24, 2022USD ($) | Feb. 15, 2022USD ($)$ / sharesshares | Feb. 11, 2022USD ($)property | Jan. 31, 2022USD ($) | Jan. 26, 2022USD ($) | Jan. 18, 2022USD ($)instrumentloanpropertymortgageshares | Jan. 15, 2022USD ($) | Jan. 12, 2022USD ($) | Jan. 25, 2021 | Jan. 05, 2021USD ($) | Mar. 31, 2022USD ($) | Mar. 22, 2022USD ($)shares | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2021lease | Sep. 30, 2021USD ($) | Sep. 30, 2020lease | Dec. 31, 2021USD ($)property$ / sharesshares | Dec. 31, 2020USD ($)instrumentshares | Mar. 18, 2022$ / shares | Mar. 15, 2022 | Feb. 17, 2022$ / shares | Sep. 14, 2021$ / shares | Jan. 22, 2021$ / shares |
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 4,336,086 | $ 10,908,856 | ||||||||||||||||||||||||||||||
Other offering costs | $ 956,139 | 956,139 | ||||||||||||||||||||||||||||||
Dividends | $ 730,445 | $ 8,110,961 | $ 11,701,828 | |||||||||||||||||||||||||||||
Distributions declared per share per day (in usd per share) | $ / shares | $ 0.00315070 | |||||||||||||||||||||||||||||||
Annualized distribution rate (in usd per share) | $ / shares | $ 1.15 | $ 1.15 | ||||||||||||||||||||||||||||||
AFFO, in excess of distributions declared, percent | 110.00% | |||||||||||||||||||||||||||||||
Payments of dividends | $ 732,965 | |||||||||||||||||||||||||||||||
Number of real estate properties sold | 3 | 5 | 5 | |||||||||||||||||||||||||||||
Operating leases extension | 10 years | 10 years | ||||||||||||||||||||||||||||||
Maximum leverage ratio | 0.55 | 0.55 | ||||||||||||||||||||||||||||||
Target leverage ratio | 40.00% | 40.00% | ||||||||||||||||||||||||||||||
Number of swap agreements terminated | instrument | 4 | |||||||||||||||||||||||||||||||
Derivative liability | $ 788,016 | $ 788,016 | $ 1,743,889 | |||||||||||||||||||||||||||||
Class R OP Units | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Other ownership interests, conversion ratio, diluted EPS threshold | 0.4 | |||||||||||||||||||||||||||||||
Pro Forma | Key Bank Facility | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Derivative liability | (788,016) | (788,016) | ||||||||||||||||||||||||||||||
Credit Facility | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Other offering costs | $ 0 | 0 | ||||||||||||||||||||||||||||||
Commitment and arrangement fee | $ 2,020,000 | |||||||||||||||||||||||||||||||
Number of mortgages outstanding | property | 7 | |||||||||||||||||||||||||||||||
Number of mortgages classified as held-for-sale | property | 4 | |||||||||||||||||||||||||||||||
Credit Agreement | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Minimum fixed charge coverage | 0.0150 | 0.0150 | ||||||||||||||||||||||||||||||
Proceeds from issuance of debt (percent) | 85.00% | |||||||||||||||||||||||||||||||
Maximum borrowing capacity (percent) | 60.00% | 60.00% | ||||||||||||||||||||||||||||||
Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Line of credit facility, interest rate at period end | 1.90% | 1.90% | ||||||||||||||||||||||||||||||
Credit Agreement | Adjusted Base Rate | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Basis spread on variable rate ( as a percent) | 0.10% | |||||||||||||||||||||||||||||||
Credit Agreement | Credit Facility | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Tangible net worth | $ 208,629,727 | $ 208,629,727 | ||||||||||||||||||||||||||||||
Maximum leverage ratio | 0.55 | 0.55 | ||||||||||||||||||||||||||||||
Credit Agreement | Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Basis spread on variable rate ( as a percent) | 1.75% | |||||||||||||||||||||||||||||||
Credit Agreement | Credit Facility | Minimum | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Basis spread on variable rate ( as a percent) | 45.00% | |||||||||||||||||||||||||||||||
Subsequent Event | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Dividends | $ 454,424 | |||||||||||||||||||||||||||||||
Annualized distribution rate (in usd per share) | $ / shares | $ 1.15 | $ 1.15 | ||||||||||||||||||||||||||||||
Dividends rate per month | $ / shares | $ 0.095833 | $ 0.095833 | ||||||||||||||||||||||||||||||
Number of mortgages repaid | mortgage | 2 | |||||||||||||||||||||||||||||||
Subsequent Event | Common Stock | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Stock repurchase program, authorized amount | $ 20,000,000 | |||||||||||||||||||||||||||||||
Stock repurchased during period, shares | shares | 42,339 | |||||||||||||||||||||||||||||||
Stock repurchased during period, value | $ 702,611 | |||||||||||||||||||||||||||||||
Subsequent Event | Credit Facility | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Line of credit, current | $ 155,775,000 | |||||||||||||||||||||||||||||||
Number of mortgages repaid | loan | 20 | |||||||||||||||||||||||||||||||
Repayments of debt | $ 153,428,764 | |||||||||||||||||||||||||||||||
Number of properties with mortgages paid off | property | (27) | |||||||||||||||||||||||||||||||
Subsequent Event | Credit Facility | Revolving Credit Facility | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Prepayment of debt | $ 35,000,000 | |||||||||||||||||||||||||||||||
Revolver borrowing capacity | $ 80,000,000 | |||||||||||||||||||||||||||||||
Subsequent Event | Secured Debt | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, term | 5 years | |||||||||||||||||||||||||||||||
Subsequent Event | Credit Agreement | Credit Facility | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Maximum borrowing capacity | $ 250,000,000 | |||||||||||||||||||||||||||||||
Expiration period | 4 years | |||||||||||||||||||||||||||||||
Expiration period, option to extend | 12 months | |||||||||||||||||||||||||||||||
Maximum borrowing capacity, option to extend | $ 500,000,000 | |||||||||||||||||||||||||||||||
Subsequent Event | Credit Agreement | Credit Facility | Revolving Credit Facility | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Maximum borrowing capacity | 100,000,000 | |||||||||||||||||||||||||||||||
Line of credit, current | 55,775,000 | |||||||||||||||||||||||||||||||
Subsequent Event | Credit Agreement | Secured Debt | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Mortgage notes payable, face value | 150,000,000 | |||||||||||||||||||||||||||||||
Line of credit, current | 100,000,000 | |||||||||||||||||||||||||||||||
Lindsay Precast, LLC | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Operating history | 60 years | |||||||||||||||||||||||||||||||
KIA Dealership Carson, California | KIA Dealership | Subsequent Event | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Consideration transferred | 69,275,000 | |||||||||||||||||||||||||||||||
Repayments of assumed debt | $ 36,465,449 | |||||||||||||||||||||||||||||||
Asset acquisition, property, cap rate (percent) | 5.70% | |||||||||||||||||||||||||||||||
Operating lease, remaining lease term | 25 years | |||||||||||||||||||||||||||||||
Annual rent escalations | 2.00% | |||||||||||||||||||||||||||||||
KIA Dealership Carson, California | KIA Dealership Carson, California | KIA Dealership | Subsequent Event | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Consideration transferred, shares received (percent) | 47.00% | |||||||||||||||||||||||||||||||
Industrial Property Saint Paul, Minnesota | Industrial Property Used In Indoor Vertical Farming | Subsequent Event | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Consideration transferred | $ 8,079,000 | |||||||||||||||||||||||||||||||
Asset acquisition, property, cap rate (percent) | 7.00% | |||||||||||||||||||||||||||||||
Operating lease, remaining lease term | 20 years | |||||||||||||||||||||||||||||||
Annual rent escalations | 2.50% | |||||||||||||||||||||||||||||||
Wyndham, Williams Sonoma, 3M and Cummins | Subsequent Event | Swap | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Cost of hedge | $ 733,000 | |||||||||||||||||||||||||||||||
Wyndham, Williams Sonoma, 3M and Cummins | Subsequent Event | Interest Rate Swap Derivatives | Swap | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Number of swap agreements terminated | instrument | 4 | |||||||||||||||||||||||||||||||
Williams Sonoma | Subsequent Event | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Discount term | 1 month | |||||||||||||||||||||||||||||||
Dollar General, Bakersfield | Subsequent Event | Credit Facility | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Number of properties with mortgages paid off | property | (8) | |||||||||||||||||||||||||||||||
Retail | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Number of real estate properties sold | property | 3 | |||||||||||||||||||||||||||||||
Retail | Cummins | Subsequent Event | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Operating leases extension | 5 years | |||||||||||||||||||||||||||||||
Payments for lease commissions | $ 30,000 | |||||||||||||||||||||||||||||||
Retail | Cummins | Subsequent Event | Forecast | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Annual rent escalations | 2.00% | |||||||||||||||||||||||||||||||
Industrial | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Number of real estate properties sold | property | 1 | |||||||||||||||||||||||||||||||
Industrial | Omnicare | Subsequent Event | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Number of real estate properties sold | property | 1 | |||||||||||||||||||||||||||||||
Industrial | ITW Rippey | Subsequent Event | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Annual rent escalations | 6.00% | |||||||||||||||||||||||||||||||
Operating leases extension | 5 years | |||||||||||||||||||||||||||||||
Tenant improvements for operating lease extension | $ 481,250 | |||||||||||||||||||||||||||||||
Industrial | ITW Rippey | Subsequent Event | Forecast | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Annual rent escalations | 3.00% | |||||||||||||||||||||||||||||||
Industrial | Accredo Health | Subsequent Event | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Number of real estate properties sold | property | 1 | |||||||||||||||||||||||||||||||
Industrial | Lindsay Precast, LLC | Subsequent Event | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Consideration transferred | $ 53,350,000 | |||||||||||||||||||||||||||||||
Asset acquisition, property, cap rate (percent) | 6.65% | |||||||||||||||||||||||||||||||
Annual rent escalations | 2.00% | |||||||||||||||||||||||||||||||
Real estate properties acquired | property | 8 | |||||||||||||||||||||||||||||||
Term of contract | 25 years | |||||||||||||||||||||||||||||||
Office | Bon Secours Health, Omnicare, and Texas Health | Subsequent Event | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Disposal group, including discontinued operation, consideration | $ 26,000,000 | |||||||||||||||||||||||||||||||
Proceeds from sale of real estate investments | $ 11,883,639 | |||||||||||||||||||||||||||||||
Office | Bon Secours Health And Texas Health | Subsequent Event | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Number of real estate properties sold | property | 2 | |||||||||||||||||||||||||||||||
Office | Accredo Health | Subsequent Event | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Disposal group, including discontinued operation, consideration | $ 14,000,000 | |||||||||||||||||||||||||||||||
Proceeds from sale of real estate investments | $ 5,000,941 | |||||||||||||||||||||||||||||||
Office | Williams Sonoma | Subsequent Event | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Payments for lease commissions | $ 90,383 | |||||||||||||||||||||||||||||||
Tenant improvements for operating lease extension | 166,450 | |||||||||||||||||||||||||||||||
Inducement payment | $ 100,000 | |||||||||||||||||||||||||||||||
Office | Williams Sonoma | Subsequent Event | Forecast | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Annual rent escalations | 2.70% | 4.00% | ||||||||||||||||||||||||||||||
ITW Rippey | Industrial | ITW Rippey | Subsequent Event | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Property management fee (percent) | 5.00% | |||||||||||||||||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Common stock, shares issued (in shares) | shares | 7,426,636 | 7,426,636 | 7,874,541 | |||||||||||||||||||||||||||||
Class C | Subsequent Event | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Distributions declared per share per day (in usd per share) | $ / shares | $ 0.095833 | |||||||||||||||||||||||||||||||
Annualized distribution rate (in usd per share) | $ / shares | $ 1.15 | |||||||||||||||||||||||||||||||
Common stock, shares issued (in shares) | shares | 20,097 | |||||||||||||||||||||||||||||||
Dividends, common stock, cash | $ 125,770 | |||||||||||||||||||||||||||||||
Purchase price of common stock, percent | 97.00% | |||||||||||||||||||||||||||||||
Purchase price, percent, based on average price per share | 100.00% | |||||||||||||||||||||||||||||||
Per share processing fee | $ / shares | $ 0.05 | |||||||||||||||||||||||||||||||
Class C | Subsequent Event | Parties Other Than Registrant | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Purchase price, percent, based on average price per share | 100.00% | |||||||||||||||||||||||||||||||
Class C | Subsequent Event | Listed Offering | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Common stock issued in transaction (in shares) | shares | 40,000 | |||||||||||||||||||||||||||||||
Sale of stock, price per share | $ / shares | $ 25 | |||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 114,500 | |||||||||||||||||||||||||||||||
Underwriting discount | 70,000 | |||||||||||||||||||||||||||||||
Other offering costs | $ 815,500 | |||||||||||||||||||||||||||||||
Class C | Subsequent Event | Maximum | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Discount from market price, percent | 5.00% | |||||||||||||||||||||||||||||||
Class C | Subsequent Event | Minimum | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Discount from market price, percent | 0.00% | |||||||||||||||||||||||||||||||
Class C | KIA Dealership Carson, California | KIA Dealership | Subsequent Event | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Consideration transferred (in shares) | shares | 1,312,382 | |||||||||||||||||||||||||||||||
Series A Preferred Stock | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ / shares | $ 25 | |||||||||||||||||||||||||||||||
Series A Preferred Stock | Fourth Quarter 2021 | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Dividends, preferred stock | $ 1,065,278 | |||||||||||||||||||||||||||||||
Series A Preferred Stock | Third Quarter 2021 | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Dividends | $ 143,403 | |||||||||||||||||||||||||||||||
Series A Preferred Stock | Forecast | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Dividends, preferred stock | $ 921,875 | |||||||||||||||||||||||||||||||
Series A Preferred Stock | Subsequent Event | Third Quarter 2021 | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||||
Dividends, preferred stock | $ 143,403 |
SUBSEQUENT EVENTS - Pro Forma B
SUBSEQUENT EVENTS - Pro Forma Balance Sheet (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Total real estate investments, net | $ 337,074,025 | $ 364,044,746 | |
Cash and cash equivalents | 55,965,550 | 8,248,412 | |
Restricted cash | 2,441,970 | 129,118 | |
Receivable from lease termination and sale of real estate property | 1,836,767 | 1,824,383 | |
Tenant receivables | 5,996,919 | 6,665,790 | |
Above-market lease intangibles, net | 691,019 | 820,842 | |
Prepaid expenses and other assets | 6,379,099 | 2,193,441 | |
Goodwill, net | 17,320,857 | 17,320,857 | $ 50,588,000 |
Assets related to real estate investments held for sale | 788,296 | 1,079,361 | |
Total assets | 428,494,502 | 407,454,738 | |
Mortgage notes payable, net | 173,923,491 | 185,014,356 | |
Credit facility | 8,022,000 | 6,000,000 | |
Accounts payable, accrued and other liabilities | 11,844,881 | 7,579,624 | |
Below-market lease, net | 11,102,940 | 12,565,737 | |
Derivative liability | 788,016 | 1,743,889 | |
Liabilities related to real estate investments held for sale | 383,282 | 801,337 | |
Total liabilities | 206,064,610 | 217,202,502 | |
Total equity | 222,429,892 | 182,886,668 | $ 240,172,562 |
Total liabilities and equity | 428,494,502 | $ 407,454,738 | |
Pro Forma | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Total real estate investments, net | 382,917,263 | ||
Cash and cash equivalents | 64,274,366 | ||
Restricted cash | 2,441,970 | ||
Receivable from lease termination and sale of real estate property | 1,836,767 | ||
Tenant receivables | 5,996,919 | ||
Above-market lease intangibles, net | 691,019 | ||
Prepaid expenses and other assets | 8,589,099 | ||
Goodwill, net | 17,320,857 | ||
Total assets | 484,068,260 | ||
Mortgage notes payable, net | 44,797,120 | ||
Credit facility | 155,775,000 | ||
Accounts payable, accrued and other liabilities | 11,565,693 | ||
Below-market lease, net | 11,102,940 | ||
Total liabilities | 223,240,753 | ||
Total equity | 260,827,507 | ||
Total liabilities and equity | 484,068,260 | ||
Pro Forma | Acquisitions | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Total real estate investments, net | 77,354,000 | ||
Cash and cash equivalents | (8,079,000) | ||
Total assets | 69,275,000 | ||
Credit facility | 36,465,449 | ||
Total liabilities | 36,465,449 | ||
Total equity | 32,809,551 | ||
Total liabilities and equity | 69,275,000 | ||
Pro Forma | Dispositions | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Total real estate investments, net | (31,510,762) | ||
Cash and cash equivalents | 16,884,580 | ||
Assets related to real estate investments held for sale | (788,296) | ||
Total assets | (15,414,478) | ||
Mortgage notes payable, net | (21,699,912) | ||
Liabilities related to real estate investments held for sale | (383,282) | ||
Total liabilities | (22,083,194) | ||
Total equity | 6,668,716 | ||
Total liabilities and equity | (15,414,478) | ||
Pro Forma | Key Bank Facility | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Total real estate investments, net | 0 | ||
Cash and cash equivalents | (496,764) | ||
Prepaid expenses and other assets | 2,210,000 | ||
Total assets | 1,713,236 | ||
Mortgage notes payable, net | (107,426,459) | ||
Credit facility | 111,287,551 | ||
Accounts payable, accrued and other liabilities | (279,188) | ||
Derivative liability | (788,016) | ||
Total liabilities | 2,793,888 | ||
Total equity | (1,080,652) | ||
Total liabilities and equity | $ 1,713,236 |
Schedule III Real Estate Asse_2
Schedule III Real Estate Assets and Accumulated Depreciation and Amortization - Schedule of Properties (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 152,975,437 | ||
Land | 61,005,402 | ||
Buildings & Improvements | 268,531,222 | ||
Total | 329,536,624 | ||
Costs Capitalized Subsequent to Acquisition | 3,696,434 | ||
Land | 61,005,402 | ||
Buildings & Improvements | 272,227,656 | ||
Total | 333,233,058 | $ 361,547,850 | $ 423,947,488 |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (37,611,133) | $ (32,091,211) | $ (20,411,794) |
Net | 295,621,925 | ||
Aggregate cost of real estate for federal income tax purposes (unaudited) | $ 304,086,000 | ||
Tenant Improvement | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Estimated useful lives (in years) | 15 years | ||
Building Improvements | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Estimated useful lives (in years) | 15 years | ||
Minimum | Building | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Estimated useful lives (in years) | 10 years | ||
Maximum | Building | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Estimated useful lives (in years) | 48 years | ||
Maximum | Tenant Improvement | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Estimated useful lives (in years) | 15 years | ||
Dollar General, Litchfield | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 610,718 | ||
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 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (206,249) | ||
Net | 1,191,865 | ||
Dollar General, Wilton | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 615,726 | ||
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 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (263,955) | ||
Net | 1,420,474 | ||
Dollar General, Thompsontown | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 615,726 | ||
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 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (198,168) | ||
Net | 1,108,422 | ||
Dollar General, Mt. Gilead | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 610,719 | ||
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 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (189,998) | ||
Net | 1,096,037 | ||
Dollar General, Lakeside | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 610,719 | ||
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 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (194,997) | ||
Net | 1,018,732 | ||
Dollar General, Castalia | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 610,719 | ||
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 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (189,460) | ||
Net | 999,034 | ||
Dollar General Bakersfield | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 2,224,418 | ||
Land | 1,099,458 | ||
Buildings & Improvements | 4,061,886 | ||
Total | 5,161,344 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 1,099,458 | ||
Buildings & Improvements | 4,061,886 | ||
Total | 5,161,344 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (294,265) | ||
Net | 4,867,079 | ||
Dollar General, Big Spring | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 587,961 | ||
Land | 103,838 | ||
Buildings & Improvements | 1,254,196 | ||
Total | 1,358,034 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 103,838 | ||
Buildings & Improvements | 1,254,196 | ||
Total | 1,358,034 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (101,937) | ||
Net | 1,256,097 | ||
Dollar Tree | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 159,829 | ||
Buildings & Improvements | 1,233,836 | ||
Total | 1,393,665 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 159,829 | ||
Buildings & Improvements | 1,233,836 | ||
Total | 1,393,665 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (141,821) | ||
Net | 1,251,844 | ||
Northrop Grumman | Office | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 6,925,915 | ||
Land | 1,191,024 | ||
Buildings & Improvements | 12,533,166 | ||
Total | 13,724,190 | ||
Costs Capitalized Subsequent to Acquisition | 128,537 | ||
Land | 1,191,024 | ||
Buildings & Improvements | 12,661,703 | ||
Total | 13,852,727 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (3,563,252) | ||
Net | 10,289,475 | ||
Northrop Grumman | Land | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [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 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | 0 | ||
Net | 329,410 | ||
EXP [Member] | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 3,255,313 | ||
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 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (1,057,244) | ||
Net | 5,387,671 | ||
Wyndham | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 5,493,000 | ||
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 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (1,524,714) | ||
Net | 9,551,001 | ||
Williams [Member] | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 4,344,000 | ||
Land | 3,546,745 | ||
Buildings & Improvements | 4,028,821 | ||
Total | 7,575,566 | ||
Costs Capitalized Subsequent to Acquisition | 1,054,532 | ||
Land | 3,546,745 | ||
Buildings & Improvements | 5,083,353 | ||
Total | 8,630,098 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (1,370,010) | ||
Net | 7,260,088 | ||
EMCOR | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 2,757,943 | ||
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 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (783,562) | ||
Net | 5,640,536 | ||
Husqvarna | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [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 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (1,470,745) | ||
Net | 11,383,403 | ||
AvAir | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 19,950,000 | ||
Land | 3,493,673 | ||
Buildings & Improvements | 23,864,226 | ||
Total | 27,357,899 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 3,493,673 | ||
Buildings & Improvements | 23,864,226 | ||
Total | 27,357,899 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (2,805,207) | ||
Net | 24,552,692 | ||
3M | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 8,025,200 | ||
Land | 758,780 | ||
Buildings & Improvements | 16,360,400 | ||
Total | 17,119,180 | ||
Costs Capitalized Subsequent to Acquisition | 576,183 | ||
Land | 758,780 | ||
Buildings & Improvements | 16,936,583 | ||
Total | 17,695,363 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (4,721,930) | ||
Net | 12,973,433 | ||
Cummins | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 8,188,800 | ||
Land | 3,347,960 | ||
Buildings & Improvements | 12,654,529 | ||
Total | 16,002,489 | ||
Costs Capitalized Subsequent to Acquisition | 73,037 | ||
Land | 3,347,960 | ||
Buildings & Improvements | 12,727,566 | ||
Total | 16,075,526 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (2,958,875) | ||
Net | 13,116,651 | ||
Costco | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 18,850,000 | ||
Land | 8,202,915 | ||
Buildings & Improvements | 21,825,853 | ||
Total | 30,028,768 | ||
Costs Capitalized Subsequent to Acquisition | 83,064 | ||
Land | 8,202,915 | ||
Buildings & Improvements | 21,908,917 | ||
Total | 30,111,832 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (3,957,595) | ||
Net | 26,154,237 | ||
Taylor Fresh Foods | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [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 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (2,918,695) | ||
Net | 34,169,691 | ||
Levins | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 2,654,405 | ||
Land | 1,404,863 | ||
Buildings & Improvements | 3,246,454 | ||
Total | 4,651,317 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 1,404,863 | ||
Buildings & Improvements | 3,246,454 | ||
Total | 4,651,317 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (441,217) | ||
Net | 4,210,100 | ||
Labcorp | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 5,308,810 | ||
Land | 4,774,497 | ||
Buildings & Improvements | 5,305,902 | ||
Total | 10,080,399 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 4,774,497 | ||
Buildings & Improvements | 5,305,902 | ||
Total | 10,080,399 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (408,642) | ||
Net | 9,671,757 | ||
GSA (MSHA) | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 1,713,196 | ||
Land | 399,062 | ||
Buildings & Improvements | 2,956,321 | ||
Total | 3,355,383 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 399,062 | ||
Buildings & Improvements | 2,956,321 | ||
Total | 3,355,383 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (277,030) | ||
Net | 3,078,353 | ||
PreK Education | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 4,930,217 | ||
Land | 963,044 | ||
Buildings & Improvements | 11,932,170 | ||
Total | 12,895,214 | ||
Costs Capitalized Subsequent to Acquisition | 107,840 | ||
Land | 963,044 | ||
Buildings & Improvements | 12,040,010 | ||
Total | 13,003,054 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (1,086,024) | ||
Net | 11,917,030 | ||
Solar Turbines | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 2,708,683 | ||
Land | 2,483,960 | ||
Buildings & Improvements | 4,933,307 | ||
Total | 7,417,267 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 2,483,960 | ||
Buildings & Improvements | 4,933,307 | ||
Total | 7,417,267 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (601,166) | ||
Net | 6,816,101 | ||
Wood Group | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 3,313,133 | ||
Land | 3,461,256 | ||
Buildings & Improvements | 6,662,918 | ||
Total | 10,124,174 | ||
Costs Capitalized Subsequent to Acquisition | 284,979 | ||
Land | 3,461,256 | ||
Buildings & Improvements | 6,947,897 | ||
Total | 10,409,153 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (872,499) | ||
Net | 9,536,654 | ||
ITW Rippey | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 2,964,406 | ||
Land | 787,945 | ||
Buildings & Improvements | 6,587,585 | ||
Total | 7,375,530 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 787,945 | ||
Buildings & Improvements | 6,587,585 | ||
Total | 7,375,530 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (608,800) | ||
Net | 6,766,730 | ||
Gap | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 3,492,775 | ||
Land | 2,076,754 | ||
Buildings & Improvements | 6,661,899 | ||
Total | 8,738,653 | ||
Costs Capitalized Subsequent to Acquisition | 53,468 | ||
Land | 2,076,754 | ||
Buildings & Improvements | 6,715,367 | ||
Total | 8,792,121 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (962,450) | ||
Net | 7,829,671 | ||
L3Harris | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 6,219,524 | ||
Land | 3,552,878 | ||
Buildings & Improvements | 8,533,014 | ||
Total | 12,085,892 | ||
Costs Capitalized Subsequent to Acquisition | 208,066 | ||
Land | 3,552,878 | ||
Buildings & Improvements | 8,741,080 | ||
Total | 12,293,958 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (941,646) | ||
Net | 11,352,312 | ||
Sutter Health | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 13,597,120 | ||
Land | 2,443,240 | ||
Buildings & Improvements | 28,728,425 | ||
Total | 31,171,665 | ||
Costs Capitalized Subsequent to Acquisition | 30,968 | ||
Land | 2,443,240 | ||
Buildings & Improvements | 28,759,393 | ||
Total | 31,202,633 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (2,162,503) | ||
Net | 29,040,130 | ||
Walgreens | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 3,067,109 | ||
Land | 1,832,430 | ||
Buildings & Improvements | 3,726,957 | ||
Total | 5,559,387 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 1,832,430 | ||
Buildings & Improvements | 3,726,957 | ||
Total | 5,559,387 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (265,921) | ||
Net | 5,293,466 | ||
Raising Cane's | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 1,830,303 | ||
Buildings & Improvements | 1,813,918 | ||
Total | 3,644,221 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 1,830,303 | ||
Buildings & Improvements | 1,813,918 | ||
Total | 3,644,221 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (53,286) | ||
Net | 3,590,935 | ||
Arrow Tru-Line | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 778,771 | ||
Buildings & Improvements | 10,739,313 | ||
Total | 11,518,084 | ||
Costs Capitalized Subsequent to Acquisition | 0 | ||
Land | 778,771 | ||
Buildings & Improvements | 10,739,313 | ||
Total | 11,518,084 | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation | (17,270) | ||
Net | $ 11,500,814 |
Schedule III Real Estate Asse_3
Schedule III Real Estate Assets and Accumulated Depreciation and Amortization - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Real Estate [Line Items] | |
Aggregate cost of real estate for federal income tax purposes (unaudited) | $ 304,086,000 |
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, 2021 | Dec. 31, 2020 | |
Real estate investments: | ||
Balance at beginning of year | $ 361,547,850 | $ 423,947,488 |
Acquisitions | 15,162,305 | 0 |
Improvements to real estate | 1,429,075 | 673,631 |
Dispositions | (33,965,562) | (26,575,397) |
Held for sale | (11,341,609) | (26,230,247) |
Impairment of real estate | 400,999 | (10,267,625) |
Balance at end of year | 333,233,058 | 361,547,850 |
Accumulated depreciation and amortization: | ||
Balance at beginning of year | (32,091,211) | (20,411,794) |
Depreciation and amortization | (13,710,588) | (15,759,199) |
Dispositions | 3,774,080 | 2,435,274 |
Held for sale | 4,416,586 | 1,644,508 |
Balance at end of year | $ (37,611,133) | $ (32,091,211) |