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) |