Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 30, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 7,477,466 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001645873 | |
Current Fiscal Year End Date | --12-31 | |
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 | |
Series A Cumulative Redeemable Preferred Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share | |
Trading Symbol | MDV.PA | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Real estate investments: | ||
Land | $ 94,309,538 | $ 61,005,402 |
Buildings and improvements | 291,543,521 | 251,246,290 |
Tenant origination and absorption costs | 21,847,712 | 21,504,210 |
Equipment | 4,429,000 | 0 |
Total investments in real estate property | 412,129,771 | 333,755,902 |
Accumulated depreciation and amortization | (40,911,625) | (37,611,133) |
Total investments in real estate property, net | 371,218,146 | 296,144,769 |
Unconsolidated investment in a real estate property | 9,941,435 | 9,941,338 |
Total real estate investments, net | 381,159,581 | 306,086,107 |
Real estate investments held for sale, net | 0 | 31,510,762 |
Total real estate investments | 381,159,581 | 337,596,869 |
Cash and cash equivalents | 25,344,063 | 55,965,550 |
Restricted cash | 0 | 2,441,970 |
Receivable from early termination of lease | 1,641,767 | 1,836,767 |
Tenant receivables | 7,220,013 | 5,996,919 |
Above-market lease intangibles, net | 658,563 | 691,019 |
Prepaid expenses and other assets | 7,809,681 | 5,856,255 |
Assets related to real estate investments held for sale | 0 | 788,296 |
Goodwill, net | 0 | 17,320,857 |
Total assets | 423,833,668 | 428,494,502 |
Liabilities and Equity | ||
Mortgage notes payable, net | 44,711,910 | 152,223,579 |
Mortgage notes payable related to real estate investments held for sale, net | 0 | 21,699,912 |
Total mortgage notes payable, net | 44,711,910 | 173,923,491 |
Credit facility revolver | 20,775,000 | 8,022,000 |
Credit facility term loan, net | 98,786,750 | 0 |
Accounts payable, accrued and other liabilities | 8,783,533 | 11,844,881 |
Below-market lease intangibles, net | 10,739,866 | 11,102,940 |
Interest rate swap derivatives | 0 | 788,016 |
Liabilities related to real estate investments held for sale | 0 | 383,282 |
Total liabilities | 183,797,059 | 206,064,610 |
Commitments and contingencies (Note 11) | ||
Additional paid-in-capital | 275,371,078 | 273,441,831 |
Treasury stock, at cost, 50,863 shares and no shares held as of March 31, 2022 and December 31, 2021, respectively | (852,721) | 0 |
Cumulative distributions and net losses | (115,598,562) | (101,624,430) |
Total Modiv Inc. equity | 158,929,396 | 171,826,892 |
Noncontrolling interests in the Operating Partnership | 81,107,213 | 50,603,000 |
Total equity | 240,036,609 | 222,429,892 |
Total liabilities and equity | 423,833,668 | 428,494,502 |
Series A cumulative redeemable perpetual preferred stock | ||
Liabilities and Equity | ||
7.375% Series A cumulative redeemable perpetual preferred stock, $0.001 par value, 2,000,000 shares authorized, issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 2,000 | 2,000 |
Class C common stock | ||
Liabilities and Equity | ||
Common stock, value issued | 7,601 | 7,427 |
Class S common stock | ||
Liabilities and Equity | ||
Common stock, value issued | $ 0 | $ 64 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Rental income | $ 9,648,649 | $ 8,974,870 |
Expenses: | ||
General and administrative | 2,106,183 | 2,678,239 |
Stock compensation expense | 511,865 | 604,645 |
Depreciation and amortization | 3,300,492 | 4,024,703 |
Interest expense | 1,568,175 | 1,781,136 |
Property expenses | 2,764,592 | 1,754,947 |
Impairment of goodwill | 17,320,857 | 0 |
Total expenses | 27,572,164 | 10,843,670 |
Other operating loss: | ||
Gain on sale of real estate investments | 7,400,777 | 289,642 |
Operating loss | (10,522,738) | (1,579,158) |
Other (expense) income: | ||
Interest income | 13,435 | 50 |
Income from unconsolidated investment in a real estate property | 95,464 | 72,467 |
Gain on forgiveness of economic relief note payable | 0 | 517,000 |
Loss on early extinguishment of debt | (1,725,318) | 0 |
Other | 65,993 | 85,993 |
Other (expense) income, net | (1,550,426) | 675,510 |
Net loss | (12,073,164) | (903,648) |
Less: net loss attributable to noncontrolling interest in Operating Partnership | 1,928,029 | 0 |
Net loss attributable to Modiv Inc. | (10,145,135) | (903,648) |
Preferred stock dividends | (921,875) | 0 |
Net income (loss) attributable to common stockholders, basic | $ (11,067,010) | $ (903,648) |
Net loss per share attributable to common stockholders | ||
Net income (loss) per share attributable to common stockholders, basic (in usd per share) | $ (1.47) | $ (0.12) |
Net income (loss) per share attributable to common stockholders, diluted (in usd per share) | $ (1.47) | $ (0.12) |
Weighted-average number of common shares outstanding | ||
Weighted-average number of common shares outstanding, basic (in shares) | 7,533,158 | 7,706,621 |
Weighted-average number of common shares outstanding, diluted (in shares) | 7,533,158 | 7,706,621 |
Distributions declared per common share (in usd per share) | $ 0.3875 | $ 0.2625 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Equity - USD ($) | Total | Class C and Class S | Class C OP Units | Total Modiv Inc. Equity | Total Modiv Inc. EquityClass C and Class S | Preferred Stock | Common StockClass C and Class S | Common StockClass C | Common StockClass S | Additional Paid-in Capital | Additional Paid-in CapitalClass C and Class S | Treasury Stock | Cumulative Distributions and Net Losses | Noncontrolling Interests in the Operating Partnership | Noncontrolling Interests in the Operating PartnershipClass C OP Units |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 7,874,541 | 62,860 | ||||||||||||
Beginning balance at Dec. 31, 2020 | $ 182,886,668 | $ 132,283,668 | $ 0 | $ 7,874 | $ 63 | $ 224,288,417 | $ (92,012,686) | $ 50,603,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of stock (in shares) | 127,556 | 241 | |||||||||||||
Issuance of stock | $ 2,757,036 | $ 2,757,036 | $ 128 | $ 2,756,908 | |||||||||||
Stock compensation expense (in shares) | 4,052 | ||||||||||||||
Stock compensation expense | 91,250 | 91,250 | $ 4 | 91,246 | |||||||||||
OP Units compensation expense | 534,645 | 534,645 | 534,645 | ||||||||||||
Offering costs | (409,844) | (409,844) | (409,844) | ||||||||||||
Repurchase of common stock (in shares) | (481,939) | ||||||||||||||
Repurchase of common stock | (10,375,063) | (10,375,063) | $ (482) | (10,374,581) | |||||||||||
Distributions declared, common stock and Class C OP Units | (1,991,676) | (1,991,676) | (1,991,676) | ||||||||||||
Net income (loss) | (903,648) | (903,648) | (903,648) | ||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | 7,524,210 | 63,101 | ||||||||||||
Ending balance at Mar. 31, 2021 | 172,146,694 | 121,543,694 | $ 0 | $ 7,524 | $ 63 | 216,444,117 | (94,908,010) | 50,603,000 | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 2,000,000 | 7,490,404 | 0 | ||||||||||||
Beginning balance at Dec. 31, 2021 | 222,429,892 | 171,826,892 | $ 2,000 | $ 7,491 | 273,441,831 | $ 0 | (101,624,430) | 50,603,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of stock (in shares) | 66,078 | ||||||||||||||
Issuance of stock | 1,492,404 | $ 32,809,551 | 1,492,404 | $ 66 | 1,492,338 | $ 32,809,551 | |||||||||
Listed offering of common stock (in shares) | 40,000 | ||||||||||||||
Listed offering of common stock, net | $ 114,500 | $ 114,500 | $ 40 | $ 114,460 | |||||||||||
Stock compensation expense (in shares) | 4,599 | ||||||||||||||
Stock compensation expense | 82,500 | 82,500 | $ 4 | 82,496 | |||||||||||
OP Units compensation expense | 429,365 | 429,365 | 429,365 | ||||||||||||
Offering costs | (189,412) | (189,412) | (189,412) | ||||||||||||
Reclassification of common stock | (442,674) | (442,674) | (442,674) | ||||||||||||
Repurchase of common stock (in shares) | (50,863) | ||||||||||||||
Repurchase of common stock | (852,721) | (852,721) | $ (852,721) | ||||||||||||
Dividends declared, preferred stock | (921,875) | (921,875) | (921,875) | ||||||||||||
Distributions declared, common stock and Class C OP Units | (3,284,431) | (2,907,122) | (2,907,122) | (377,309) | |||||||||||
Net income (loss) | (12,073,164) | (10,145,135) | (10,145,135) | (1,928,029) | |||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 2,000,000 | 7,601,081 | (50,863) | ||||||||||||
Ending balance at Mar. 31, 2022 | $ 240,036,609 | $ 158,929,396 | $ 2,000 | $ 7,601 | $ 275,371,078 | $ (852,721) | $ (115,598,562) | $ 81,107,213 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (12,073,164) | $ (903,648) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 3,300,492 | 4,024,703 |
Stock compensation expense | 511,865 | 604,645 |
Amortization of deferred rents | (110,505) | (274,823) |
Amortization of deferred lease incentives | 71,394 | 65,301 |
Write-offs and amortization of deferred financing costs and premium/discount | 1,266,726 | 99,069 |
Amortization of above-market lease intangibles | 32,456 | 32,455 |
Amortization of below-market lease intangibles | (363,074) | (367,575) |
Impairment of goodwill | 17,320,857 | 0 |
Gain on forgiveness of economic relief note payable | 0 | (517,000) |
Gain on sale of real estate investments | (7,400,777) | (289,642) |
Unrealized gain on interest rate swaps valuation | 0 | 427,119 |
Write-off of unrealized gain on interest rate swaps | (788,016) | 0 |
Income from unconsolidated investment in a real estate property | (95,464) | (72,467) |
Distributions from unconsolidated investment in a real estate property | 95,367 | 79,379 |
Change in operating assets and liabilities: | ||
Increase in tenant receivables | (358,227) | (183,201) |
Increase in prepaid and other assets | (618,439) | (991,512) |
Decrease in accounts payable, accrued and other liabilities | (1,874,801) | (777,940) |
Net cash (used in) provided by operating activities | (1,083,310) | 100,625 |
Cash Flows from Investing Activities: | ||
Acquisitions of real estate investments | (44,714,508) | 0 |
Additions to existing real estate investments | (749,481) | (330,414) |
Collection of note receivable | 195,000 | 0 |
Deposit for investment in special purpose acquisition company | 0 | (4,500,000) |
Net proceeds from sale of real estate investments | 38,911,538 | 13,221,509 |
Refundable purchase deposit | (500,000) | 0 |
Payment of lease incentives | (2,000,000) | 0 |
Net cash (used in) provided by investing activities | (8,857,451) | 8,391,095 |
Cash Flows from Financing Activities: | ||
Borrowings from credit facility term loan | 100,000,000 | 0 |
Borrowings from credit facility revolver, net | 20,775,000 | 0 |
Repayment of prior year credit facility revolver | (8,022,000) | 0 |
Proceeds from mortgage notes payable | 0 | 12,136,000 |
Principal payments on mortgage notes payable | (130,277,534) | (13,198,773) |
Payments of deferred financing costs to third parties | (2,186,468) | (246,587) |
Proceeds from issuance of common stock, net | 114,500 | 1,627,707 |
Payments of offering costs | (189,412) | (409,844) |
Repurchases of common stock | (852,721) | (10,375,063) |
Dividends paid to preferred stockholders | (1,065,278) | 0 |
Distributions paid to common stockholders | (1,418,783) | (867,410) |
Net cash used in financing activities | (23,122,696) | (11,333,970) |
Net decrease in cash, cash equivalents and restricted cash | (33,063,457) | (2,842,250) |
Cash, cash equivalents and restricted cash, beginning of period | 58,407,520 | 8,377,530 |
Cash, cash equivalents and restricted cash, end of period | 25,344,063 | 5,535,280 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest for the three months ended March 31, 2022 and 2021 (as revised) | 1,477,384 | 2,019,036 |
Supplemental Schedule of Noncash Investing and Financing Activities: | ||
Issuance of Class C OP Units in the acquisition of a real estate investment | 32,809,551 | 0 |
Reclassification from redeemable common stock | 0 | 442,674 |
Reinvested distributions from common stockholders | 1,492,404 | 1,129,329 |
Unpaid real estate improvements | 612,403 | 0 |
Reclassification of tenant improvements from other assets to real estate investments | 73,323 | 0 |
Decrease in share repurchase payable | 0 | (2,082,817) |
Deferred lease incentive | 100,000 | 0 |
Accrued distributions | 124,698 | 6,525 |
Real estate investments held for sale, net | 31,510,762 | 13,207,054 |
Other assets related to real estate investments held for sale | 788,296 | 60,230 |
Decrease in above-market lease intangibles, net | 0 | (50,549) |
Mortgage notes payable related to real estate investments held for sale, net | (21,699,912) | (2,600,684) |
Other liabilities related to real estate investments held for sale | (383,282) | (421,903) |
Increase in below-market lease intangibles, net | 0 | 325,734 |
Increase in interest swap derivatives | $ 0 | $ 14,166 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Preferred Stock | ||
Preferred stock, shares outstanding (in shares) | 2,000,000 | 2,000,000 |
Treasury Stock | ||
Treasury stock (in shares) | (50,863) | 0 |
Series A cumulative redeemable perpetual preferred stock | ||
Preferred Stock | ||
Preferred stock, dividend rate, percentage | 7.375% | 7.375% |
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, shares outstanding (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, shares issued (in shares) | 2,000,000 | 2,000,000 |
Class C common stock | ||
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) | 7,601,081 | 7,426,636 |
Common stock, shares outstanding (in shares) | 7,550,218 | 7,426,636 |
Class S common stock | ||
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) | 0 | 63,768 |
Common stock, shares outstanding (in shares) | 0 | 63,768 |
BUSINESS AND ORGANIZATION
BUSINESS AND ORGANIZATION | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [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. 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 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 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 73% and 83% partnership interest in, the Operating Partnership as of March 31, 2022 and December 31, 2021, respectively. 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 March 31, 2022, the Company's portfolio of approximately 2.3 million square feet of aggregate leasable space consisted of investments in 36 real estate properties, comprised of: 12 industrial properties, including an approximate 72.7% tenant-in-common interest in a Santa Clara, California property (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 March 31, 2022). Common Stock Offerings Since the Company’s initial registered offering of common stock was declared effective by the SEC in 2016, the Company has raised an aggregate of $289,839,103 pursuant to offerings of common stock registered with the SEC (collectively, the “Registered Offering”), offerings of common stock exempt from registration pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), distribution reinvestment plan (“DRP”) offerings of common stock registered with the SEC, a private offering of common stock pursuant to Regulation D under the Securities Act, a qualified offering of common stock pursuant to Regulation A under the Securities Act and an offering of common stock listed on the NYSE. 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 its DRP (the “Registered DRP Offering”). The Company commenced offering shares of Class C common stock pursuant to the Registered DRP Offering upon termination of the Registered Offering. 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, 2022. In connection with and upon listing on the NYSE, each share of the Company's Class S common stock converted into a share of Class C common stock. The Listed Offering of the Company's 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 major stockholder who was formerly a related party (see Note 9 additional information). On March 30, 2022, the Company filed a registration statement on Form S-3 (File No. 333-263985) to issue and sell from time to time, together or separately, the following securities at an aggregate public offering price that will not exceed $200,000,000: Class C common stock, preferred stock, warrants, rights and units. Preferred Stock Offering 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 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). Distribution Reinvestment Plan On February 15, 2022, the Company's board of directors amended and restated the DRP (the “Second Amended and Restated 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 net asset value (“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 to the Company's transfer agent 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. Share Repurchase Program On February 15, 2022, the Company's board of directors authorized up to $20,000,000 in repurchases of the Company's outstanding shares of common stock through December 31, 2022. Repurchases 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 31, 2022, the Company repurchased a total of 50,863 shares of its common stock for a total of $852,721 under this share repurchase program and these shares are held as treasury stock. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial statements as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC. Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Such unaudited condensed consolidated financial statements and accompanying notes are the representations of the Company’s management, which is responsible for their integrity and objectivity. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 23, 2022. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which are normal and recurring, necessary to fairly state the Company's financial position, results of operations and cash flows. All significant intercompany balances and transactions are eliminated in consolidation. The unaudited condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the audited financial statements. Use of Estimates The preparation of the unaudited condensed consolidated financial statements and the accompanying notes thereto in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. These estimates are based on historical experience and, in some cases, assumptions based on current and future market experience. Actual results may differ from those estimates. Noncontrolling Interests in the Operating Partnership 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, including 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 unaudited condensed consolidated balance sheets and statements of equity. Other than the noncontrolling interests related to an “UPREIT” transaction as discussed in Note 12 , all other noncontrolling interests currently represent non-voting, non-distribution accruing interests with no allocation of profits or losses, but have various conversion rights to obtain future rights to distributions and allocation of profits and losses as discussed in Note 12. 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 a 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 No. 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 were 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 considered not 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 unaudited condensed consolidated statements of operations. For the three months ended March 31, 2022 and 2021, tenant reimbursements included in rental income amounted to $2,050,371 and $1,625,394, 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 unaudited condensed 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 income until 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 during the three months ended March 31, 2022 and 2021 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 unaudited condensed consolidated statements of operations. Impairment of Investment in Real Estate Properties The Company continually 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. Other Comprehensive Loss For all periods presented, other comprehensive loss is the same as net loss. Treasury Stock Effective on the date of the Listed Offering, the Company accounts for repurchased shares of its Class C common stock as treasury stock. Treasury shares are recorded at cost and are included as a component of equity in the Company's condensed consolidated balance sheet as of March 31, 2022. 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. For the three months ended March 31, 2022 and 2021, the Company presented both Basic EPS and Diluted EPS reflecting its reported net loss attributable to common stockholders for the period. As discussed in Note 1 , in connection with and upon listing on the NYSE, each share of the Company's Class S common stock converted into a share of Class C common stock. Prior to the conversion of the Company's Class S common stock into Class C common stock, application of the two-class method for allocating net loss attributable to common stockholders in accordance with the provisions of ASC 260, Earnings per Share , would have resulted in basic net loss attributable to common stockholders of $0.12 per share of Class C common stock for the three months ended March 31, 2021 and net loss attributable to common stockholders of $0.12 per share of Class S common stock for the three months ended March 31, 2021. Fair Value 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 their short maturities. Derivative Instruments: The Company’s derivative instruments are presented at fair value in the accompanying unaudited condensed 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: The fair value measurement of goodwill is considered a Level 3 nonrecurring fair value measurement. For goodwill, fair value measurement involves the determination of fair value of a reporting unit. Credit facilities: The fair values of the Company’s credit facilities approximate their carrying values as their interest rates and other terms are comparable to those available in the marketplace for similar credit facilities. Mortgage notes payable: The fair values of the Company’s mortgage notes payable are 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: The Company has 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 transactions with related parties is included in Note 10. 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 amounted to $2,441,970 for the mortgages related to properties discussed below and other lender reserves. There were no restricted cash balances as of March 31, 2022. 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 aggregate restricted cash as of December 31, 2021. Pursuant to the refinancing of the Northrop Grumman and L3Harris mortgages on January 18, 2022 as further discussed in Note 7 , these funds became unrestricted. Additional restricted cash balances of $170,508 as of December 31, 2021 were also released during the first three months of 2022 due to refinancing. 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 investments held for sale, net” and “assets related to real estate investment held for sale,” respectively, in the accompanying unaudited condensed 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 unaudited condensed 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 unaudited condensed consolidated statements of operations. Goodwill 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. 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. 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 an 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 prior to the listing of the Company's Class C common stock on the NYSE. The fair value of future grants of the 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. Operating Partnership units issued as purchase consideration in connection with the Self-Management Transaction and UPREIT Transaction defined and discussed in Note 12 are recorded in equity under noncontrolling interests in the Operating Partnership in the Company's unaudited condensed consolidated balance sheets and statements 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. 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. If equity instruments do not meet liability classification under ASC 480-10, the Company assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the equity instruments do not require liability classification under ASC 815-40, in order to conclude equity classification, the Company assesses whether the equity instruments are indexed to its common stock and whether the equity instruments are classified as equity under ASC 815-40 or other applicable GAAP guidance. After all relevant assessments are made, the Company concludes whether the equity instruments are classified as liability or equity. Liability classified equity instruments are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded in the statements of operations as a gain or loss. Equity classified equity instruments are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date. 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 loss in the prior year unaudited condensed consolidated statement of operations. Recent Accounting Pronouncements New Accounting Standards Recently 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. Qualifying modifications of loan agreements should be accounted for by prospectively adjusting the effective interest rate, and the modification would be considered “minor” so that any existing unamortized deferred loan origination fees and costs would carry forward and continue to be amortized. Qualifying modifications of lease agreements should be accounted for as a continuation of the existing agreement with no reassessments of the lease classification and the discount rate or remeasurements of lease payments that otherwise would be required for modifications not accounted for as separate contracts. ASU 2020-04 also provides numerous optional expedients for hedge accounting. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022, with adoption permitted as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected, the amendments must be applied prospectively for all eligible contract modifications. The Company implemented ASU 2020-04 effective January 1, 2022 and the impact of such implementation was not material to the Company’s consolidated financial statements. On January 18, 2022, the Company repaid the four loans existing as of December 31, 2021 which had LIBOR reference rates. |
REAL ESTATE INVESTMENTS, NET
REAL ESTATE INVESTMENTS, NET | 3 Months Ended |
Mar. 31, 2022 | |
Real Estate [Abstract] | |
REAL ESTATE INVESTMENTS, NET | REAL ESTATE INVESTMENTS, NET As of March 31, 2022, the Company’s real estate investment portfolio consisted of (i) 36 operating properties located in 14 states comprised of: 12 industrial properties (including the TIC Interest in an industrial property not reflected in the table below but discussed in Note 4) , 13 retail properties and 11 office properties and one parcel of land, which currently serves as an easement to one of the Company’s office properties. The following table provides summary information regarding the Company’s operating properties as of March 31, 2022: Property Location Acquisition Date Property Type Land, Buildings and Improvements Tenant Origination and Absorption Costs Equipment Accumulated Depreciation and Amortization Total Investment in Real Estate Property, Net Dollar General Litchfield, ME 11/4/2016 Retail $ 1,281,812 $ 116,302 $ — $ (216,310) $ 1,181,804 Dollar General Wilton, ME 11/4/2016 Retail 1,543,776 140,653 — (276,830) 1,407,599 Dollar General Thompsontown, PA 11/4/2016 Retail 1,199,860 106,730 — (207,835) 1,098,755 Dollar General Mt. Gilead, OH 11/4/2016 Retail 1,174,188 111,847 — (199,267) 1,086,768 Dollar General Lakeside, OH 11/4/2016 Retail 1,112,872 100,857 — (204,510) 1,009,219 Dollar General Castalia, OH 11/4/2016 Retail 1,102,086 86,408 — (198,702) 989,792 Dollar General Bakersfield, CA 12/31/2019 Retail 4,899,714 261,630 — (331,048) 4,830,296 Dollar General Big Spring, TX 12/31/2019 Retail 1,281,683 76,351 — (114,680) 1,243,354 Dollar Tree Morrow, GA 12/31/2019 Retail 1,320,367 73,298 — (159,549) 1,234,116 Northrop Grumman Melbourne, FL 3/7/2017 Office 13,518,238 1,469,737 — (3,662,436) 11,325,539 Northrop Grumman Parcel Melbourne, FL 6/21/2018 Land 329,410 — — — 329,410 exp US Services Maitland, FL 3/27/2017 Office 6,069,180 388,248 — (1,113,340) 5,344,088 Wyndham Summerlin, NV 6/22/2017 Office 10,406,483 669,232 — (1,613,337) 9,462,378 Williams Sonoma Summerlin, NV 6/22/2017 Office 8,079,612 640,868 — (1,447,898) 7,272,582 EMCOR Cincinnati, OH 8/29/2017 Office 5,960,610 463,488 — (828,412) 5,595,686 Husqvarna Charlotte, NC 11/30/2017 Industrial 11,840,200 1,013,948 — (1,560,018) 11,294,130 AvAir Chandler, AZ 12/28/2017 Industrial 27,357,899 — — (2,978,725) 24,379,174 3M DeKalb, IL 3/29/2018 Industrial 14,762,819 3,037,057 — (5,031,430) 12,768,446 Cummins Nashville, TN 4/4/2018 Office 14,538,528 1,566,997 — (3,158,733) 12,946,792 Costco Issaquah, WA 12/20/2018 Office 27,346,695 2,765,136 — (4,284,635) 25,827,196 Taylor Fresh Foods Yuma, AZ 10/24/2019 Industrial 34,194,369 2,894,017 — (3,249,114) 33,839,272 Levins Sacramento, CA 12/31/2019 Industrial 4,429,390 221,927 — (496,369) 4,154,948 Labcorp San Carlos, CA 12/31/2019 Industrial 9,672,174 408,225 — (459,722) 9,620,677 GSA (MSHA) Vacaville, CA 12/31/2019 Office 3,112,076 243,307 — (311,658) 3,043,725 PreK Education San Antonio, TX 12/31/2019 Retail 12,447,287 555,767 — (1,168,524) 11,834,530 Solar Turbines San Diego, CA 12/31/2019 Office 7,133,241 284,026 — (640,808) 6,776,459 Wood Group San Diego, CA 12/31/2019 Industrial 9,869,520 539,633 — (938,689) 9,470,464 ITW Rippey El Dorado, CA 12/31/2019 Industrial 7,071,143 304,387 — (685,195) 6,690,335 Gap Rocklin, CA 12/31/2019 Office 8,431,744 360,377 — (1,085,915) 7,706,206 L3Harris San Diego, CA 12/31/2019 Industrial 11,631,857 662,101 — (1,059,352) 11,234,606 Sutter Health Rancho Cordova, CA 12/31/2019 Office 29,586,023 1,616,610 — (2,434,139) 28,768,494 Walgreens Santa Maria, CA 12/31/2019 Retail 5,223,442 335,945 — (299,161) 5,260,226 Raising Cane's San Antonio, TX 7/26/2021 Retail 3,430,224 213,997 — (82,352) 3,561,869 Arrow-TruLine Archbold, OH 12/3/2021 Industrial 11,518,084 — — (120,891) 11,397,193 KIA Carson, CA 1/18/2022 Retail 69,286,444 118,606 — (221,221) 69,183,829 Kalera Saint Paul, MN 1/31/2022 Industrial 3,690,009 — 4,429,000 (70,820) 8,048,189 $ 385,853,059 $ 21,847,712 $ 4,429,000 $ (40,911,625) $ 371,218,146 Acquisitions During the three months ended March 31, 2022, the Company acquired the following real estate properties: Property and Location Acquisition Date Land Buildings and Tenant Equipment Acquisition Price KIA, Carson, CA 1/18/2022 $ 32,741,781 $ 36,544,663 $ 118,606 $ — $ 69,405,050 Kalera, St. Paul, MN 1/31/2022 562,356 3,127,653 — 4,429,000 8,119,009 $ 33,304,137 $ 39,672,316 $ 118,606 $ 4,429,000 $ 77,524,059 The Company recognized $1,378,265 of total revenue related to the above-acquired properties during the three months ended March 31, 2022. The noncancellable lease terms of the properties acquired during the three months ended March 31, 2022 are as follows: Property Lease Expiration KIA of Carson 1/17/2047 Kalera 2/28/2042 The Company did not acquire any real estate property during the three months ended March 31, 2021. Dispositions The dispositions during the three months ended March 31, 2022 and 2021 were as follows: Three Months Ended March 31, 2022 Property Location Disposition Date Property Type Rentable Square Feet Contract Sale Price Gain on Sale Bon Secours Richmond, VA 2/11/2022 Office 72,890 $ 8,760,000 $ 179,404 Omnicare Richmond, VA 2/11/2022 Industrial 51,800 10,200,000 2,062,890 Texas Health Dallas, TX 2/11/2022 Office 38,794 7,040,000 160,377 Accredo Orlando, FL 2/24/2022 Office 63,000 14,000,000 4,998,106 226,484 $ 40,000,000 $ 7,400,777 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 commissions, closing costs and repayment of the existing mortgage. Three Months Ended March 31, 2021 Property Location Disposition Date Property Type Rentable Square Feet Contract Sale Price Gain on Sale Chevron Gas Station Roseville, CA 1/7/2021 Retail 3,300 $ 4,050,000 $ 228,769 EcoThrift Sacramento, CA 1/29/2021 Retail 38,536 5,375,300 51,415 Chevron Gas Station San Jose, CA 2/12/2021 Retail 1,060 4,288,888 9,458 Total 42,896 $ 13,714,188 $ 289,642 On January 7, 2021, the Company completed the sale of its Roseville, California retail property, which was leased to the operator of a Chevron gas station, for $4,050,000, which generated net proceeds of $3,914,909 after payment of commissions and closing costs. On January 29, 2021, the Company completed the sale of its Sacramento, California retail property, which was leased to EcoThrift, for $5,375,300, which generated net proceeds of $2,684,225 after repayment of the existing mortgage, commissions and closing costs. On February 12, 2021, the Company completed the sale of its San Jose, California retail property, which was leased to the operator of a Chevron gas station, for $4,288,888, which generated net proceeds of $4,054,327 after payment of commissions and closing costs. Asset Concentration As of March 31, 2022, the Company’s real estate portfolio asset concentration (greater than 10% of total assets) was as follows: March 31, 2022 Property and Location Net Carrying Value Percentage of KIA, Carson, CA $ 69,183,829 18.6 % The Company held no real estate property with a net book value that was greater than 10% of its total assets as of December 31, 2021. Rental Income Concentration During the three months ended March 31, 2022, the Company’s rental income concentration (greater than 10% of rental income) was as follows: Three Months Ended March 31, 2022 Property and Location Rental Income Percentage of KIA, Carson, CA $ 1,247,040 12.9 % No tenant represented the source of 10% of total rental income during the three months ended March 31, 2021. 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 three months ended March 31, 2022, the Company executed lease extensions for three properties, including the properties leased to Cummins in Nashville, Tennessee for an additional year through February 28, 2024, ITW Rippey in El Dorado, California for an additional seven years through July 31, 2029 and Williams Sonoma in Summerlin, Nevada for an additional three years through October 31, 2025. These three lease extensions resulted in an average increase in lease term of 3.7 years and an average annual increase in rents of 1.9%. As discussed above, the Company also acquired two properties and sold four properties during the three months ended March 31, 2022. As of March 31, 2022, the future minimum contractual rent payments due to the Company under the Company’s non-cancellable operating leases, including lease amendments executed though the date of this report, if any, are as follows: April through December 2022 $ 21,569,436 2023 29,146,980 2024 27,771,319 2025 26,219,029 2026 20,053,392 2027 17,805,465 Thereafter 169,752,697 $ 312,318,318 Real Estate Intangible Assets, Net As of March 31, 2022 and December 31, 2021, the Company’s real estate intangible assets were as follows: March 31, 2022 December 31, 2021 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 $ 21,847,712 $ 1,128,549 $ (15,097,132) $ 21,504,210 $ 1,128,549 $ (15,097,132) Accumulated amortization (11,733,741) (469,986) 4,357,266 (11,009,997) (437,530) 3,994,192 Net $ 10,113,971 $ 658,563 $ (10,739,866) $ 10,494,213 $ 691,019 $ (11,102,940) The intangible assets acquired in connection with the acquisitions have a weighted average amortization period of approximately 9.6 years as of March 31, 2022. As of March 31, 2022, the amortization of intangible assets for the remaining nine months ending December 31, 2022 and for each of the next five years and thereafter is expected to be as follows: Tenant Origination and Absorption Costs Above-Market Lease Intangibles Below-Market Lease Intangibles April through December 2022 $ 1,787,238 $ 97,367 $ (853,921) 2023 1,706,527 127,174 (921,169) 2024 1,569,240 122,543 (917,750) 2025 1,242,425 115,996 (917,750) 2026 643,801 78,557 (912,347) 2027 367,689 22,272 (902,435) Thereafter 2,797,051 94,654 (5,314,494) $ 10,113,971 $ 658,563 $ (10,739,866) Weighted-average remaining amortization period 7.8 years 6.2 years 11.5 years Real Estate Investments Held For Sale During the fourth quarter of 2021, the Company embarked on a strategic plan to reduce its 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. These four healthcare related properties were sold in February 2022, as discussed above. The Company had no real estate investments classified as held for sale as of March 31, 2022. The following table summarizes the major components of assets and liabilities related to the four real estate investments held for sale as of December 31, 2021: December 31, Assets related to real estate investments held for sale: Land, buildings and improvements $ 34,507,485 Tenant origination and absorption costs 3,064,371 Accumulated depreciation and amortization (6,061,094) Real estate investments held for sale, net 31,510,762 Other assets, net 788,296 Total assets related to real estate investments held for sale: $ 32,299,058 Liabilities related to real estate investments held for sale: Mortgage notes payable, net $ 21,699,912 Other liabilities, net 383,282 Total liabilities related to real estate investments held for sale: $ 22,083,194 The following table summarizes the major components of rental income and expenses related to the one real estate investment held for sale as of March 31, 2021 which was leased to Harley Davidson located in Bedford, Texas, which was included in continuing operations for the three months ended March 31, 2021: Three Months Ended March 31, 2021 Total revenues $ 281,063 Expenses: Interest expense 77,708 Other expenses 58,501 Total expenses 136,209 Net income $ 144,854 |
UNCONSOLIDATED INVESTMENT IN RE
UNCONSOLIDATED INVESTMENT IN REAL ESTATE PROPERTY | 3 Months Ended |
Mar. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
UNCONSOLIDATED INVESTMENT IN REAL ESTATE PROPERTY | UNCONSOLIDATED INVESTMENT IN REAL ESTATE PROPERTY The Company’s investment in unconsolidated entity as of March 31, 2022 and December 31, 2021 is as follows: March 31, December 31, The TIC Interest $ 9,941,435 $ 9,941,338 The Company’s income from investment in unconsolidated entity for the three months ended March 31, 2022 and 2021 is as follows: Three Months Ended 2022 2021 The TIC Interest $ 95,464 $ 72,467 TIC Interest During 2017, the Company, through a wholly-owned subsidiary of the Operating Partnership, acquired an approximate 72.7% interest in an industrial property in Santa Clara, California. The remaining approximate 27.3% of undivided interest in the Santa Clara property is held by Hagg Lane II, LLC (an approximate 23.4% interest) and Hagg Lane III, LLC (an approximate 3.9% interest). The manager of both Hagg Lane II, LLC and Hagg Lane III, LLC was a member of the Company's board of directors from December 2019 to December 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 Company receives approximately 72.7% of the cash flow distributions and recognizes approximately 72.7% of the results of operations. During the three months ended March 31, 2022 and 2021, the Company received $95,367 and $79,379 in cash distributions, respectively. The following is summarized financial information for the Santa Clara property as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021: March 31, December 31, Assets: Real estate investments, net $ 29,145,565 $ 29,403,232 Cash and cash equivalents 631,203 690,470 Other assets 189,235 134,049 Total assets $ 29,966,003 $ 30,227,751 Liabilities: Mortgage note payable, net $ 13,147,744 $ 13,218,883 Below-market lease, net 2,623,989 2,660,586 Other liabilities 215,064 369,209 Total liabilities 15,986,797 16,248,678 Total equity 13,979,206 13,979,073 Total liabilities and equity $ 29,966,003 $ 30,227,751 Three Months Ended 2022 2021 Total revenues $ 714,978 $ 673,976 Expenses: Interest expense 134,294 137,606 Depreciation and amortization 261,956 250,015 Other expenses 187,434 186,688 Total expenses 583,684 574,309 Net income $ 131,294 $ 99,667 |
GOODWILL, NET
GOODWILL, NET | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL, NET | GOODWILL, NET The carrying values of goodwill as of March 31, 2022 and December 31, 2021 are as follows: March 31, December 31, Carrying value, beginning $ 17,320,857 $ 17,320,857 Impairment of goodwill (17,320,857) — Carrying value, ending $ — $ 17,320,857 The Company conducted its annual impairment analysis as of December 31, 2021 using qualitative factors and concluded that no impairment to goodwill was necessary. However, management considered the fact that the recent trading price of the Company’s Class C common stock following its listing on the NYSE in February 2022 has caused its market capitalization to be below the book value of the Company’s equity as of March 31, 2022 to be a triggering event. Management performed a quantitative impairment assessment considering expected future cash flows, market conditions and expectations of increases in interest rates and concluded that there has been an impairment of goodwill that is not expected to be temporary as of March 31, 2022. Events subsequent to March 31, 2022 including rising inflation and interest rates, and declining office occupancy rates affecting owners of real estate properties, further support such conclusion. Based on the quantitative analysis, the value of goodwill has been written off, resulting in a non-cash expense of $17,320,857. |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS DETAILS | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS DETAILS | UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS DETAILS Tenant Receivables, Net As of March 31, 2022 and December 31, 2021, tenant receivables consisted of the following: March 31, December 31, Straight-line rent $ 5,054,459 $ 4,417,065 Tenant rent and billed reimbursements 770,439 81,079 Unbilled tenant reimbursements 1,395,115 1,498,775 Total $ 7,220,013 $ 5,996,919 Prepaid Expenses and Other Assets As of March 31, 2022 and December 31, 2021, prepaid expenses and other assets were comprised of the following: March 31, December 31, Deferred tenant allowance $ 2,431,838 $ 2,400,811 Miscellaneous receivables 702,413 681,369 Prepaid expenses 1,882,584 1,253,751 Deposits 1,920,319 1,420,244 Deferred financing costs on credit facility revolver 872,527 100,080 Total $ 7,809,681 $ 5,856,255 Accounts Payable, Accrued and Other Liabilities As of March 31, 2022 and December 31, 2021, accounts payable, accrued and other liabilities were comprised of the following: March 31, December 31, Accounts payable $ 1,249,435 $ 1,767,657 Accrued expenses 3,098,281 3,864,222 Accrued distributions 1,776,598 1,795,303 Accrued interest payable 392,645 548,564 Unearned rent 2,032,879 1,735,440 Lease incentive obligation 233,695 2,133,695 Total $ 8,783,533 $ 11,844,881 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Mortgage Notes Payable, Net As of March 31, 2022 and December 31, 2021, the Company’s mortgage notes payable consisted of the following: Collateral 2022 Principal 2021 Principal Contractual Interest Effective Loan Costco property $ 18,850,000 $ 18,850,000 4.85% 4.85% 01/01/30 Taylor Fresh Foods 12,350,000 12,350,000 3.85% 3.85% 11/01/29 Sutter Health property 13,534,220 13,597,120 4.50% 4.50% 03/09/24 Six Dollar General properties (5) — 3,674,327 4.69% 4.69% 04/01/22 Dollar General, Bakersfield property (5) — 2,224,418 3.65% 3.65% 02/16/28 Dollar General, Big Spring property (5) — 587,961 4.69% 4.69% 04/01/22 Northrop Grumman property (4)(5) — 6,925,915 3.35% 3.35% 05/21/31 exp US Services property (5) — 3,255,313 4.25% 4.25% 11/17/24 Wyndham property (2)(5) — 5,493,000 One-month LIBOR + 2.05% 4.34% 06/05/27 Williams Sonoma property (2)(5) — 4,344,000 One-month LIBOR + 2.05% 4.05% 06/05/22 EMCOR property (5) — 2,757,943 4.36% 4.36% 05/01/26 Husqvarna property (5) — 6,379,182 (3) 4.60% 02/20/28 AvAir property (5) — 19,950,000 3.80% 3.80% 08/01/25 3M property (5) — 8,025,200 One-month LIBOR + 2.25% 5.09% 03/29/23 Cummins property (5) — 8,188,800 One-month LIBOR + 2.25% 5.16% 04/04/23 Levins property (5) — 2,654,405 3.75% 3.75% 02/16/26 Labcorp property (5) — 5,308,810 3.75% 3.75% 02/16/26 GSA (MSHA) property (5) — 1,713,196 3.65% 3.65% 02/16/26 PreK Education property (5) — 4,930,217 4.25% 4.25% 03/01/22 Solar Turbines, Amec Foster, ITW Rippey properties (5) — 8,986,222 3.35% 3.35% 11/01/26 Gap property (5) — 3,492,775 4.15% 4.15% 08/01/23 L3Harris property (4)(5) — 6,219,524 3.35% 3.35% 05/21/31 Walgreens property (5) — 3,067,109 4.25% 4.25% 07/16/30 Total mortgage notes payable 44,734,220 152,975,437 Plus unamortized mortgage premium, net (6) 198,093 204,281 Less unamortized deferred financing costs (220,403) (956,139) Mortgage notes payable, net $ 44,711,910 $ 152,223,579 (1) Contractual interest rate represents the interest rate in effect under the mortgage note payable as of March 31, 2022 and December 31, 2021. Effective interest rate is calculated as the actual interest rate in effect as of March 31, 2022, consisting of the contractual interest rate, and 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 as of December 31, 2021) . (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 loans were 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 loans, is an event of default under the terms of both loans. The value of the Property was required to be in an amount sufficient to maintain a loan to value ratio of no more than 60%. (3) The contractual interest rate was 4.60% for the year ended December 31, 2021 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, if the loan had not been repaid in January 2022. (4) 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. (5) The loan was fully repaid on January 18, 2022 through a drawdown from the Credit Facility discussed below . (6) Represents unamortized net mortgage premium acquired through the merger with REIT I. The following summarizes the face value, carrying amount and fair value of the Company’s mortgage notes payable (Level 3 measurement) as of March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Face Value Carrying Fair Value Face value Carrying Fair Value Mortgage notes payable $ 44,734,220 $ 44,711,910 $ 42,371,389 $ 152,975,437 $ 152,223,579 $ 159,241,815 Less: full repayments of mortgages on January 18, 2022 (108,178,317) (107,429,721) * $ 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 are 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 fair value. Mortgage Notes Payable Related to Real Estate Investments Held For Sale, Net As discussed in detail in Note 3 , the Company classified four properties as real estate held for sale as of December 31, 2021, which were collateral for mortgage notes payable. No properties were classified as held for sale as of March 31, 2022. The following table summarizes the Company's mortgage notes payable related to real estate investments held for sale as of December 31, 2021: Collateral December 31, Accredo property $ 8,538,000 Omnicare property 4,109,167 Texas Health property 4,284,335 Bon Secours property 5,104,817 Total 22,036,319 Less deferred financing costs (336,407) Mortgage notes payable, net $ 21,699,912 Credit Facility 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 (the ‘‘Term Loan’’ and together with the ‘‘Revolver’’, the ‘‘Credit Facility’’) with KeyBank National Association (“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 Credit Facility is available for general corporate purposes, including, but not limited to, acquisitions, repayment of existing indebtedness and capital expenditures. The Credit 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 between 45% to 50%, the interest rate on the Revolver will be 185 basis points over the Secured Overnight Financing Rate (‘‘SOFR’’) including a 10 basis points credit adjustment, which resulted in a floating interest rate of 2.1625% based on the pro forma leverage ratio of 46% as of September 30, 2021 when the Credit Facility closed and after reflecting the January 2022 acquisition of the KIA auto dealership property. With the Company's leverage ratio at 34% as of March 31, 2022, the spread over SOFR, including the credit adjustment, is 165 basis points and the interest rate on the Revolver was 1.9625% as of April 30, 2022. Following the Federal Reserve Bank’s May 4, 2022 increase in the target range for federal funds by 50 basis points, the interest rate on the Revolver is 2.4625%. See Note 14 for information regarding the Company’s entry into a swap agreement to hedge the interest rate on its $150,000,000 Term Loan. The Credit 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 Company was in compliance with these covenants as of March 31, 2022. The Credit 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 Credit 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 Credit 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. The Company also has the right to increase the Credit Facility to a maximum of $500,000,000, subject to customary conditions, including the receipt of new commitments from the Lenders. Credit Facility Drawdown On January 18, 2022, the Company borrowed $155,775,000 from its Credit 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 Credit 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 a portion of the proceeds from the Credit Facility to repay 20 property mortgages, and related interest aggregating $153,428,764, including the $36,465,449 mortgage on the KIA auto dealership property which was acquired on January 18, 2022, as discussed above, and its prior line of credit outstanding balance of $8,022,000. The 20 mortgages that were paid off were for the following 27 properties: eight Dollar Generals, 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 assets held for sale. Those four mortgages were paid-off pursuant to sales of the properties in February 2022 as discussed above. 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. As of March 31, 2022, following this prepayment, the Company had availability under the Credit Facility of $80,800,000 which can be drawn for general corporate purposes, including pending and future acquisitions. See Note 14 for subsequent transactions. The details of the Company's Term Loan as of March 31, 2022 follow: March 31, Term loan $ 100,000,000 Less unamortized deferred financing costs (1,213,250) Net term loan $ 98,786,750 Prior Credit Facility 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. The Prior Credit Facility provided the Company with a $17,000,000 revolving line of credit for real estate acquisitions 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 Banc of California origination fees of $77,000 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 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. The Revolver's and Prior Credit Facility's unamortized deferred financing costs of $872,527 and $100,079 as of March 31, 2022 and December 31, 2021, respectively, are presented under prepaid and other assets in the Company's unaudited condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021, respectively. Compliance with All Debt Agreements Pursuant to the terms of mortgage notes payable on certain of the Company’s properties and the 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 March 31, 2022. The following summarizes the future principal repayments of the Company’s mortgage notes payable and Credit Facility as of March 31, 2022: Mortgage Notes Credit Facility Payable Revolver Term Loan Total April through December 2022 $ 225,622 $ — $ — $ 225,622 2023 317,575 — — 317,575 2024 12,991,023 — — 12,991,023 2025 — — — — 2026 — 20,775,000 — 20,775,000 2027 — — 100,000,000 100,000,000 Thereafter 31,200,000 — — 31,200,000 Total principal 44,734,220 20,775,000 100,000,000 165,509,220 Plus unamortized mortgage premium, net of unamortized discount 198,093 — — 198,093 Less deferred financing costs (220,403) — (1,213,250) (2,646,903) Net principal $ 44,711,910 $ 20,775,000 $ 98,786,750 $ 163,060,410 Interest Expense The following is a reconciliation of the components of interest expense for the three months ended March 31, 2022 and 2021: Three Months Ended 2022 2021 Mortgage notes payable: Interest expense $ 812,718 $ 1,833,824 Amortization of deferred financing costs 7,225 111,043 Swap termination costs — 23,900 Unrealized gain on interest rate swap valuation (1) — (328,043) Credit facility: Interest expense 590,230 78,752 Amortization of deferred financing costs 100,690 21,724 Other 57,312 39,936 Total interest expense $ 1,568,175 $ 1,781,136 (1) Includes unrealized gain on interest rate swaps of $427,119 for the three months ended March 31, 2021 (see Note 8 for more details). Accrued interest payable of $56,114 as of December 31, 2021 represented the unsettled portion of the interest rate swaps for the period from origination of the interest rate swap through the balance sheet date. |
INTEREST RATE SWAP DERIVATIVES
INTEREST RATE SWAP DERIVATIVES | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
INTEREST RATE SWAP DERIVATIVES | INTEREST RATE SWAP DERIVATIVES The Company, through its limited liability company subsidiaries, had entered into interest rate swap agreements with amortizing notional amounts relating to four of its mortgage notes payable. These swap agreements, which were in place as of December 31, 2021, were terminated during the three months ended March 31, 2022 in connection with refinancings discussed in Note 7 . 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 three months ended March 31, 2022 and 2021, the Company terminated the swap agreements related to mortgages on the 3M, Cummins, Wyndham and William Sonoma properties at aggregate costs of $733,000 and mortgages on the GSA and Eco-Thrift properties at aggregate costs of $23,900, respectively. The following table summarizes the notional amount and other information related to the Company’s interest rate swaps as of December 31, 2021: December 31, 2021 Derivative Number of Instruments Notional Reference Weighted Average Fixed Pay Rate Weighted Interest Rate Swap Derivatives (iii) 4 $ 26,051,000 One-month LIBOR + applicable spread/Fixed at 4.05%-5.16% 4.51 % 2.0 years (i) The notional amount of the Company’s swaps decreased 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 were $24,935,999. (ii) The reference rate was as of December 31, 2021. The following table sets forth the fair value of the Company’s derivative instruments (Level 2 measurement), as well as their classification in the unaudited condensed consolidated balance sheets: December 31, 2021 Derivative Instrument Balance Sheet Location 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) The changes in fair value of these derivative instruments that were not designated as a cash flow hedge for financial accounting purposes were recorded as interest expense in the unaudited condensed consolidated statements of operations. None of the Company’s derivatives as of December 31, 2021 were designated as hedging instruments; therefore, the net gains recognized on interest rate swaps of $427,119 were recorded as decreases in loss on early extinguishment of debt and interest expense for the three months ended March 31, 2021. The write-off of the unrealized gain on interest rate swaps of $788,016 as of December 31, 2021 is included in loss on early extinguishment of debt for the three months ended March 31, 2022. |
PREFERRED STOCK AND COMMON STOC
PREFERRED STOCK AND COMMON STOCK | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
PREFERRED STOCK AND COMMON STOCK | PREFERRED STOCK AND COMMON 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 March 31, 2022 and 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 the Series A Preferred Stock 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, used the net proceeds from such contribution for general corporate purposes, including purchases of additional properties and other real estate and real estate-related assets. 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 March 31, 2022. Therefore, the Series A Preferred Stock did not impact the Company’s earnings per share calculations for the three months ended March 31, 2022. The Series A Preferred Stock ranks senior to the Company's Class C common stock with respect to dividend rights and rights upon the 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 distributions 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 paid on January 18, 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. This amount was accrued as of March 31, 2022 and was paid on April 15, 2022 (see Note 14 ). |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
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 three months ended March 31, 2022 and 2021, are as follows: Three Months Ended Board of Directors Compensation 2022 2021 Cash paid for services rendered $ 67,500 $ — Value of shares issued for services rendered 82,500 70,000 Total $ 150,000 $ 70,000 Number of shares issued for services rendered 4,599 3,040 Transactions with Other Related Parties As discussed in Note 3 , on January 31, 2022, the Company acquired an industrial property in Saint Paul, Minnesota, which is leased to Kalera, Inc. The acquisition of the Kalera, Inc. property was introduced to the Company by Curtis B. McWilliams, one of the Company's independent directors. Since Mr. McWilliams was serving as the Interim Chief Executive Officer of Kalera, Inc. at the time of the transaction, all of the disinterested members of the Company's board of directors approved this transaction. 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 $65,993 including the Company's share which was $47,984 for both of the three month periods ended March 31, 2022 and 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
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 property could result in future environmental liabilities. Tenant Improvements Pursuant to lease agreements, as of March 31, 2022 and December 31, 2021, the Company had obligations to pay $128,538 and $189,136, respectively, for on-site and tenant improvements to be incurred by tenants. As of March 31, 2022 and December 31, 2021, the Company had no restricted cash and $2,271,462 of restricted cash, respectively, held to fund other building improvements and leasing commissions. Pursuant to the refinancing of the related mortgage notes payable on January 18, 2022 as discussed in Note 7 , the restricted cash as of December 31, 2021 was released. 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 was 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. On April 14, 2022, the former advisor and Kramer entered into a settlement agreement and general release of claims. The settlement amount was paid by the former advisor’s insurance prior to the agreed-upon payment date of April 29, 2022. Plaintiff’s counsel filed a stipulation of dismissal with prejudice with the U.S. District Court on April 29, 2022 and the U.S. District Court dismissed the Kramer Matter with prejudice on May 2, 2022. |
OPERATING PARTNERSHIP UNITS
OPERATING PARTNERSHIP UNITS | 3 Months Ended |
Mar. 31, 2022 | |
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 the Contribution Agreement pursuant to which the Company agreed to acquire substantially all of the net assets of BrixInvest in exchange for 657,949.5 units of Class M limited partnership interest in the Operating Partnership (“Class M OP Units”) 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 $50,603,000 based on a probability weighted analysis of achieving the requisite assets under management (“AUM”) and adjusted funds from operations (“AFFO”) hurdles. The Class M OP Units were issued to Daisho on December 31, 2019 in connection with the Self-Management Transaction and are non-voting, non-dividend accruing, and were not able to be converted or exchanged prior to the one-year anniversary of the Self-Management Transaction. Investors holding units in BrixInvest received Daisho units in a ratio of 1:1 for an aggregate of 657,949.5 Daisho units. During 2020, Daisho distributed the Class M OP Units to its members. The Class M OP Units are convertible into units of Class C limited partnership interest in the Operating Partnership (“Class C OP Units”) at a conversion ratio of 1.6667 Class C OP Units for each one Class M OP Unit, subject to a reduction in the conversion ratio (which reduction will vary depending upon the amount of time held) if the exchange occurs prior to the four-year anniversary of the completion of the Self-Management Transaction. In the event that the Class M OP Units are converted into Class C OP Units prior to December 31, 2023, such Class M OP Units shall be exchanged at the rate indicated below: Date of Exchange Early Conversion Rate From December 31, 2020 to December 30, 2021 50% of the Class M conversion ratio From December 31, 2021 to December 30, 2022 60% of the Class M conversion ratio From December 31, 2022 to December 30, 2023 70% of the Class M conversion ratio As of March 31, 2022, no Class M OP Units had been converted to Class C OP Units. The Class M OP Units are eligible for an increase in the conversion ratio (conversion ratio enhancement) if the Company achieves both of the targets for AUM and AFFO in a given year as set forth below: Hurdles AUM AFFO Class M ($ 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 AUM and AFFO per share hurdles for the Class M OP Units 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 NYSE closing share price of $17.94 as of March 31, 2022, a Class M OP Unit would be valued at $29.90. 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 units of Class P limited partnership interest in the Operating Partnership (“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 “Operating Partnership 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 AUM and AFFO per share hurdles for the Class P OP Units were not met for fiscal year 2021. The Company will adjust stock compensation expense prospectively if the future conversion enhancement ratio is achieved during fiscal 2022 or 2023. 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 these executives as signing bonuses and 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. The Company concluded that as of each quarter end, including March 31, 2022, achieving the performance target for the Class P OP Units is not deemed probable and will adjust compensation expense prospectively if achieving the enhancement is deemed probable through the remainder of the vesting period. During the three months ended March 31, 2022 and 2021, the Company amortized and charged $88,783 and $88,784, respectively, to stock compensation expense. The unamortized value of these units was $710,268 as of March 31, 2022. Under the Operating Partnership 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 noncontrolling interests in the Operating Partnership, representing a combined total of approximately 13% of the equity in the Operating Partnership on December 31, 2019. As of March 31, 2022, these interests represent a combined total of approximately 11.5% of the equity in the Operating Partnership. 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 units of Class R limited partnership interest in the Operating Partnership (“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 and are 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 concluded that as of each quarter end, including March 31, 2022, achieving the performance target to trigger the increased conversion ratio for the Class R OP Units is not deemed probable. The Company will adjust compensation expense prospectively if achieving the enhancement is deemed probable through the remainder of the vesting period. Stock compensation expense related to the 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 vesting period. Of the 360,000 Class R OP Units granted, due to the departure of employees, 26,657 units were forfeited as of December 31, 2021 and an additional 4,333 units were forfeited during the three months ended March 31, 2022. The cumulative number of units forfeited through March 31, 2022 aggregated 30,990 units. During the three months ended March 31, 2022 and 2021, the Company amortized and charged to stock compensation expense $340,582 and $445,861, respectively, for the Class R OP Units. The unamortized value of the remaining 329,010 units was $4,067,707 as of March 31, 2022. Class C OP Units On January 18, 2022, the Company completed the acquisition of a KIA auto dealership property in an “UPREIT” transaction pursuant to a contribution agreement whereby the seller received 1,312,382 Class C OP Units based on the terms of the Operating Partnership Agreement and an agreed upon value of $25.00 per unit, representing approximately 47% of the property’s value (the “UPREIT Transaction”). Following expiration of the lock-up period ending on August 11, 2022, the holder of the Class C OP Units may require the redemption of all or a portion of these units and the Company has the option to redeem the units for cash or shares of Class C common stock. The Class C OP Units received $251,539 in distributions during the three months ended March 31, 2022 for the months of January and February and were allocated $1,928,029 of the net loss for the three months ended March 31, 2022. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The following table presents the computation of the Company's basic and diluted net loss per share attributable to common stockholders for the three months ended March 31, 2022 and 2021: Three Months Ended 2022 2021 Numerator - Basic: Net loss $ (12,073,164) $ (903,648) Net loss attributable to noncontrolling interest in Operating Partnership 1,928,029 — Preferred stock dividends (921,875) — Net loss attributable to common stockholders $ (11,067,010) $ (903,648) Denominator: Weighted average shares outstanding - basic 7,533,158 7,706,621 Net loss per share attributable to common stockholders - basic and diluted $ (1.47) $ (0.12) During the three months ended March 31, 2022 and 2021, the weighted average dilutive effect of 1,347,958 shares and 1,219,964 shares, respectively, related to units of limited partnership interest in the Operating Partnership as described in Note 12 were excluded from the computation of Diluted EPS because their effect would be anti-dilutive. There were no other outstanding securities or commitments to issue common stock that would have a dilutive effect for the period then ended. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company evaluates subsequent events until the date the unaudited condensed consolidated financial statements are issued. Significant subsequent events are described below: Preferred Dividends On April 15, 2022, the Company paid its Series A Preferred Stock dividends payable of $921,875 for the first quarter of 2022, which were declared by the Company’s board of directors on March 18, 2022. Common Stock and Class C OP Unit Distributions On February 17, 2022, the Company's board of directors authorized monthly distributions payable to common stockholders and the Class C OP Unit holder of record as of March 31, 2022, which were paid on April 25, 2022. The current monthly distribution amount of $0.09583 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 of $0.09583 per share payable to common stockholders and the Class C OP Unit holder of record as of April 29, 2022, May 31, 2022 and June 30, 2022, which will be paid on or about May 25, 2022, June 27, 2022 and July 25, 2022, respectively. Share Repurchase Program Between April 1, 2022 and May 12, 2022, the Company repurchased an additional 100,461 shares of its Class C common stock for a total of $1,837,865 under its share repurchase program and these shares are held as treasury stock. Real Estate Investment Acquisitions On April 19, 2022, the Company acquired eight industrial properties leased to Lindsay Precast, LLC (“Lindsay”) in a sale and leaseback transaction, with a 25-year master lease 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 was $56,150,000, which reflects an initial capitalization rate of 6.65%. The Company funded the purchase with a $44,000,000 draw on the Company’s Credit Facility and available cash on hand. Credit Facility On April 27, 2022, the Company drew $50,000,000 on its Term Loan and utilized the funds for a repayment on its Revolver, resulting in the full $150,000,000 drawn on the Term Loan and a balance of $14,775,000 on the Revolver. As a result, $36,800,000 is available to be drawn on the Revolver based on the value of the Company’s properties included in the borrowing base as of the filing date of this Quarterly Report on Form 10-Q. The Revolver can be drawn for general corporate purposes, including pending and future acquisitions, subject to compliance with covenants. Interest Rate Swap On May 10, 2022, the Company purchased a five-year swap at 2.258% on its $150,000,000 Term Loan that results in a fixed interest rate of 3.858% on the Term Loan when the Company’s leverage ratio is less than or equal to 40%. As part of this transaction, the Company sold a one-time option to terminate the swap on December 31, 2024, which reduced the swap rate. Under the Credit Facility, the interest rate will continue to vary based on the Company’s leverage ratio. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial statements as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC. Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Such unaudited condensed consolidated financial statements and accompanying notes are the representations of the Company’s management, which is responsible for their integrity and objectivity. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 23, 2022. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements and the accompanying notes thereto in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. These estimates are based on historical experience and, in some cases, assumptions based on current and future market experience. Actual results may differ from those estimates. |
Noncontrolling Interests in the Operating Partnership | Noncontrolling Interests in the Operating Partnership 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, including 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 unaudited condensed consolidated balance sheets and statements of equity. Other than the noncontrolling interests related to an “UPREIT” transaction as discussed in Note 12 , all other noncontrolling interests currently represent non-voting, non-distribution accruing interests with no allocation of profits or losses, but have various conversion rights to obtain future rights to distributions and allocation of profits and losses as discussed in Note 12. |
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. |
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 No. 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 were 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 considered not 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 unaudited condensed consolidated statements of operations. For the three months ended March 31, 2022 and 2021, tenant reimbursements included in rental income amounted to $2,050,371 and $1,625,394, 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. |
Bad Debts and Allowances for Tenant and Deferred Rent Receivables, Gain or Loss on Sale of Real Estate Investments | 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 unaudited condensed 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 income until 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 during the three months ended March 31, 2022 and 2021 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 unaudited condensed consolidated statements of operations. |
Impairment of Investment in Real Estate Properties | Impairment of Investment in Real Estate Properties The Company continually 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. |
Other Comprehensive Loss | Other Comprehensive Loss For all periods presented, other comprehensive loss is the same as net loss. |
Treasury Stock | Treasury Stock Effective on the date of the Listed Offering, the Company accounts for repurchased shares of its Class C common stock as treasury stock. Treasury shares are recorded at cost and are included as a component of equity in the Company's condensed consolidated balance sheet as of March 31, 2022. |
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. For the three months ended March 31, 2022 and 2021, the Company presented both Basic EPS and Diluted EPS reflecting its reported net loss attributable to common stockholders for the period. As discussed in Note 1 , in connection with and upon listing on the NYSE, each share of the Company's Class S common stock converted into a share of Class C common stock. Prior to the conversion of the Company's Class S common stock into Class C common stock, application of the two-class method for allocating net loss attributable to common stockholders in accordance with the provisions of ASC 260, Earnings per Share , would have resulted in basic net loss attributable to common stockholders of $0.12 per share of Class C common stock for the three months ended March 31, 2021 and net loss attributable to common stockholders of $0.12 per share of Class S common stock for the three months ended March 31, 2021. |
Fair Value Disclosures | Fair Value 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 their short maturities. Derivative Instruments: The Company’s derivative instruments are presented at fair value in the accompanying unaudited condensed 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: The fair value measurement of goodwill is considered a Level 3 nonrecurring fair value measurement. For goodwill, fair value measurement involves the determination of fair value of a reporting unit. Credit facilities: The fair values of the Company’s credit facilities approximate their carrying values as their interest rates and other terms are comparable to those available in the marketplace for similar credit facilities. Mortgage notes payable: The fair values of the Company’s mortgage notes payable are 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: The Company has 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 transactions with related parties is included in Note 10. |
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 amounted to $2,441,970 for the mortgages related to properties discussed below and other lender reserves. There were no restricted cash balances as of March 31, 2022. 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 aggregate restricted cash as of December 31, 2021. Pursuant to the refinancing of the Northrop Grumman and L3Harris mortgages on January 18, 2022 as further discussed in Note 7 , these funds became unrestricted. Additional restricted cash balances of $170,508 as of December 31, 2021 were also released during the first three months of 2022 due to refinancing. |
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 investments held for sale, net” and “assets related to real estate investment held for sale,” respectively, in the accompanying unaudited condensed 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 unaudited condensed 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 unaudited condensed consolidated statements of operations. |
Goodwill | Goodwill 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. 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. |
Restricted Stock 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 an 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 prior to the listing of the Company's Class C common stock on the NYSE. The fair value of future grants of the 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. Operating Partnership units issued as purchase consideration in connection with the Self-Management Transaction and UPREIT Transaction defined and discussed in Note 12 are recorded in equity under noncontrolling interests in the Operating Partnership in the Company's unaudited condensed consolidated balance sheets and statements 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. 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. If equity instruments do not meet liability classification under ASC 480-10, the Company assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the equity instruments do not require liability classification under ASC 815-40, in order to conclude equity classification, the Company assesses whether the equity instruments are indexed to its common stock and whether the equity instruments are classified as equity under ASC 815-40 or other applicable GAAP guidance. After all relevant assessments are made, the Company concludes whether the equity instruments are classified as liability or equity. Liability classified equity instruments are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded in the statements of operations as a gain or loss. Equity classified equity instruments are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date. |
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 loss in the prior year unaudited condensed consolidated statement of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Accounting Standards Recently 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. |
REAL ESTATE INVESTMENTS, NET (T
REAL ESTATE INVESTMENTS, NET (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Real Estate [Abstract] | |
Schedule of Real Estate Properties | The following table provides summary information regarding the Company’s operating properties as of March 31, 2022: Property Location Acquisition Date Property Type Land, Buildings and Improvements Tenant Origination and Absorption Costs Equipment Accumulated Depreciation and Amortization Total Investment in Real Estate Property, Net Dollar General Litchfield, ME 11/4/2016 Retail $ 1,281,812 $ 116,302 $ — $ (216,310) $ 1,181,804 Dollar General Wilton, ME 11/4/2016 Retail 1,543,776 140,653 — (276,830) 1,407,599 Dollar General Thompsontown, PA 11/4/2016 Retail 1,199,860 106,730 — (207,835) 1,098,755 Dollar General Mt. Gilead, OH 11/4/2016 Retail 1,174,188 111,847 — (199,267) 1,086,768 Dollar General Lakeside, OH 11/4/2016 Retail 1,112,872 100,857 — (204,510) 1,009,219 Dollar General Castalia, OH 11/4/2016 Retail 1,102,086 86,408 — (198,702) 989,792 Dollar General Bakersfield, CA 12/31/2019 Retail 4,899,714 261,630 — (331,048) 4,830,296 Dollar General Big Spring, TX 12/31/2019 Retail 1,281,683 76,351 — (114,680) 1,243,354 Dollar Tree Morrow, GA 12/31/2019 Retail 1,320,367 73,298 — (159,549) 1,234,116 Northrop Grumman Melbourne, FL 3/7/2017 Office 13,518,238 1,469,737 — (3,662,436) 11,325,539 Northrop Grumman Parcel Melbourne, FL 6/21/2018 Land 329,410 — — — 329,410 exp US Services Maitland, FL 3/27/2017 Office 6,069,180 388,248 — (1,113,340) 5,344,088 Wyndham Summerlin, NV 6/22/2017 Office 10,406,483 669,232 — (1,613,337) 9,462,378 Williams Sonoma Summerlin, NV 6/22/2017 Office 8,079,612 640,868 — (1,447,898) 7,272,582 EMCOR Cincinnati, OH 8/29/2017 Office 5,960,610 463,488 — (828,412) 5,595,686 Husqvarna Charlotte, NC 11/30/2017 Industrial 11,840,200 1,013,948 — (1,560,018) 11,294,130 AvAir Chandler, AZ 12/28/2017 Industrial 27,357,899 — — (2,978,725) 24,379,174 3M DeKalb, IL 3/29/2018 Industrial 14,762,819 3,037,057 — (5,031,430) 12,768,446 Cummins Nashville, TN 4/4/2018 Office 14,538,528 1,566,997 — (3,158,733) 12,946,792 Costco Issaquah, WA 12/20/2018 Office 27,346,695 2,765,136 — (4,284,635) 25,827,196 Taylor Fresh Foods Yuma, AZ 10/24/2019 Industrial 34,194,369 2,894,017 — (3,249,114) 33,839,272 Levins Sacramento, CA 12/31/2019 Industrial 4,429,390 221,927 — (496,369) 4,154,948 Labcorp San Carlos, CA 12/31/2019 Industrial 9,672,174 408,225 — (459,722) 9,620,677 GSA (MSHA) Vacaville, CA 12/31/2019 Office 3,112,076 243,307 — (311,658) 3,043,725 PreK Education San Antonio, TX 12/31/2019 Retail 12,447,287 555,767 — (1,168,524) 11,834,530 Solar Turbines San Diego, CA 12/31/2019 Office 7,133,241 284,026 — (640,808) 6,776,459 Wood Group San Diego, CA 12/31/2019 Industrial 9,869,520 539,633 — (938,689) 9,470,464 ITW Rippey El Dorado, CA 12/31/2019 Industrial 7,071,143 304,387 — (685,195) 6,690,335 Gap Rocklin, CA 12/31/2019 Office 8,431,744 360,377 — (1,085,915) 7,706,206 L3Harris San Diego, CA 12/31/2019 Industrial 11,631,857 662,101 — (1,059,352) 11,234,606 Sutter Health Rancho Cordova, CA 12/31/2019 Office 29,586,023 1,616,610 — (2,434,139) 28,768,494 Walgreens Santa Maria, CA 12/31/2019 Retail 5,223,442 335,945 — (299,161) 5,260,226 Raising Cane's San Antonio, TX 7/26/2021 Retail 3,430,224 213,997 — (82,352) 3,561,869 Arrow-TruLine Archbold, OH 12/3/2021 Industrial 11,518,084 — — (120,891) 11,397,193 KIA Carson, CA 1/18/2022 Retail 69,286,444 118,606 — (221,221) 69,183,829 Kalera Saint Paul, MN 1/31/2022 Industrial 3,690,009 — 4,429,000 (70,820) 8,048,189 $ 385,853,059 $ 21,847,712 $ 4,429,000 $ (40,911,625) $ 371,218,146 |
Acquisitions | During the three months ended March 31, 2022, the Company acquired the following real estate properties: Property and Location Acquisition Date Land Buildings and Tenant Equipment Acquisition Price KIA, Carson, CA 1/18/2022 $ 32,741,781 $ 36,544,663 $ 118,606 $ — $ 69,405,050 Kalera, St. Paul, MN 1/31/2022 562,356 3,127,653 — 4,429,000 8,119,009 $ 33,304,137 $ 39,672,316 $ 118,606 $ 4,429,000 $ 77,524,059 The noncancellable lease terms of the properties acquired during the three months ended March 31, 2022 are as follows: Property Lease Expiration KIA of Carson 1/17/2047 Kalera 2/28/2042 |
Dispositions and Real Estate Investments Held for Sale | The dispositions during the three months ended March 31, 2022 and 2021 were as follows: Three Months Ended March 31, 2022 Property Location Disposition Date Property Type Rentable Square Feet Contract Sale Price Gain on Sale Bon Secours Richmond, VA 2/11/2022 Office 72,890 $ 8,760,000 $ 179,404 Omnicare Richmond, VA 2/11/2022 Industrial 51,800 10,200,000 2,062,890 Texas Health Dallas, TX 2/11/2022 Office 38,794 7,040,000 160,377 Accredo Orlando, FL 2/24/2022 Office 63,000 14,000,000 4,998,106 226,484 $ 40,000,000 $ 7,400,777 Three Months Ended March 31, 2021 Property Location Disposition Date Property Type Rentable Square Feet Contract Sale Price Gain on Sale Chevron Gas Station Roseville, CA 1/7/2021 Retail 3,300 $ 4,050,000 $ 228,769 EcoThrift Sacramento, CA 1/29/2021 Retail 38,536 5,375,300 51,415 Chevron Gas Station San Jose, CA 2/12/2021 Retail 1,060 4,288,888 9,458 Total 42,896 $ 13,714,188 $ 289,642 December 31, Assets related to real estate investments held for sale: Land, buildings and improvements $ 34,507,485 Tenant origination and absorption costs 3,064,371 Accumulated depreciation and amortization (6,061,094) Real estate investments held for sale, net 31,510,762 Other assets, net 788,296 Total assets related to real estate investments held for sale: $ 32,299,058 Liabilities related to real estate investments held for sale: Mortgage notes payable, net $ 21,699,912 Other liabilities, net 383,282 Total liabilities related to real estate investments held for sale: $ 22,083,194 The following table summarizes the major components of rental income and expenses related to the one real estate investment held for sale as of March 31, 2021 which was leased to Harley Davidson located in Bedford, Texas, which was included in continuing operations for the three months ended March 31, 2021: Three Months Ended March 31, 2021 Total revenues $ 281,063 Expenses: Interest expense 77,708 Other expenses 58,501 Total expenses 136,209 Net income $ 144,854 |
Schedules of Asset and Rental Income Concentration | As of March 31, 2022, the Company’s real estate portfolio asset concentration (greater than 10% of total assets) was as follows: March 31, 2022 Property and Location Net Carrying Value Percentage of KIA, Carson, CA $ 69,183,829 18.6 % During the three months ended March 31, 2022, the Company’s rental income concentration (greater than 10% of rental income) was as follows: Three Months Ended March 31, 2022 Property and Location Rental Income Percentage of KIA, Carson, CA $ 1,247,040 12.9 % |
Rental Payments for Operating Leases | As of March 31, 2022, the future minimum contractual rent payments due to the Company under the Company’s non-cancellable operating leases, including lease amendments executed though the date of this report, if any, are as follows: April through December 2022 $ 21,569,436 2023 29,146,980 2024 27,771,319 2025 26,219,029 2026 20,053,392 2027 17,805,465 Thereafter 169,752,697 $ 312,318,318 |
Intangible Assets | As of March 31, 2022 and December 31, 2021, the Company’s real estate intangible assets were as follows: March 31, 2022 December 31, 2021 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 $ 21,847,712 $ 1,128,549 $ (15,097,132) $ 21,504,210 $ 1,128,549 $ (15,097,132) Accumulated amortization (11,733,741) (469,986) 4,357,266 (11,009,997) (437,530) 3,994,192 Net $ 10,113,971 $ 658,563 $ (10,739,866) $ 10,494,213 $ 691,019 $ (11,102,940) |
Intangible Assets Amortization | As of March 31, 2022, the amortization of intangible assets for the remaining nine months ending December 31, 2022 and for each of the next five years and thereafter is expected to be as follows: Tenant Origination and Absorption Costs Above-Market Lease Intangibles Below-Market Lease Intangibles April through December 2022 $ 1,787,238 $ 97,367 $ (853,921) 2023 1,706,527 127,174 (921,169) 2024 1,569,240 122,543 (917,750) 2025 1,242,425 115,996 (917,750) 2026 643,801 78,557 (912,347) 2027 367,689 22,272 (902,435) Thereafter 2,797,051 94,654 (5,314,494) $ 10,113,971 $ 658,563 $ (10,739,866) Weighted-average remaining amortization period 7.8 years 6.2 years 11.5 years |
UNCONSOLIDATED INVESTMENT IN _2
UNCONSOLIDATED INVESTMENT IN REAL ESTATE PROPERTY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | The Company’s investment in unconsolidated entity as of March 31, 2022 and December 31, 2021 is as follows: March 31, December 31, The TIC Interest $ 9,941,435 $ 9,941,338 |
Entities Equity In Earnings | The Company’s income from investment in unconsolidated entity for the three months ended March 31, 2022 and 2021 is as follows: Three Months Ended 2022 2021 The TIC Interest $ 95,464 $ 72,467 |
Summarized Financial Information | The following is summarized financial information for the Santa Clara property as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021: March 31, December 31, Assets: Real estate investments, net $ 29,145,565 $ 29,403,232 Cash and cash equivalents 631,203 690,470 Other assets 189,235 134,049 Total assets $ 29,966,003 $ 30,227,751 Liabilities: Mortgage note payable, net $ 13,147,744 $ 13,218,883 Below-market lease, net 2,623,989 2,660,586 Other liabilities 215,064 369,209 Total liabilities 15,986,797 16,248,678 Total equity 13,979,206 13,979,073 Total liabilities and equity $ 29,966,003 $ 30,227,751 Three Months Ended 2022 2021 Total revenues $ 714,978 $ 673,976 Expenses: Interest expense 134,294 137,606 Depreciation and amortization 261,956 250,015 Other expenses 187,434 186,688 Total expenses 583,684 574,309 Net income $ 131,294 $ 99,667 |
GOODWILL, NET (Tables)
GOODWILL, NET (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Net Carrying Amount of Goodwill | The carrying values of goodwill as of March 31, 2022 and December 31, 2021 are as follows: March 31, December 31, Carrying value, beginning $ 17,320,857 $ 17,320,857 Impairment of goodwill (17,320,857) — Carrying value, ending $ — $ 17,320,857 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS DETAILS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Supplemental Detail Disclosures for Consolidated Balance Sheet | As of March 31, 2022 and December 31, 2021, tenant receivables consisted of the following: March 31, December 31, Straight-line rent $ 5,054,459 $ 4,417,065 Tenant rent and billed reimbursements 770,439 81,079 Unbilled tenant reimbursements 1,395,115 1,498,775 Total $ 7,220,013 $ 5,996,919 As of March 31, 2022 and December 31, 2021, prepaid expenses and other assets were comprised of the following: March 31, December 31, Deferred tenant allowance $ 2,431,838 $ 2,400,811 Miscellaneous receivables 702,413 681,369 Prepaid expenses 1,882,584 1,253,751 Deposits 1,920,319 1,420,244 Deferred financing costs on credit facility revolver 872,527 100,080 Total $ 7,809,681 $ 5,856,255 As of March 31, 2022 and December 31, 2021, accounts payable, accrued and other liabilities were comprised of the following: March 31, December 31, Accounts payable $ 1,249,435 $ 1,767,657 Accrued expenses 3,098,281 3,864,222 Accrued distributions 1,776,598 1,795,303 Accrued interest payable 392,645 548,564 Unearned rent 2,032,879 1,735,440 Lease incentive obligation 233,695 2,133,695 Total $ 8,783,533 $ 11,844,881 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of March 31, 2022 and December 31, 2021, the Company’s mortgage notes payable consisted of the following: Collateral 2022 Principal 2021 Principal Contractual Interest Effective Loan Costco property $ 18,850,000 $ 18,850,000 4.85% 4.85% 01/01/30 Taylor Fresh Foods 12,350,000 12,350,000 3.85% 3.85% 11/01/29 Sutter Health property 13,534,220 13,597,120 4.50% 4.50% 03/09/24 Six Dollar General properties (5) — 3,674,327 4.69% 4.69% 04/01/22 Dollar General, Bakersfield property (5) — 2,224,418 3.65% 3.65% 02/16/28 Dollar General, Big Spring property (5) — 587,961 4.69% 4.69% 04/01/22 Northrop Grumman property (4)(5) — 6,925,915 3.35% 3.35% 05/21/31 exp US Services property (5) — 3,255,313 4.25% 4.25% 11/17/24 Wyndham property (2)(5) — 5,493,000 One-month LIBOR + 2.05% 4.34% 06/05/27 Williams Sonoma property (2)(5) — 4,344,000 One-month LIBOR + 2.05% 4.05% 06/05/22 EMCOR property (5) — 2,757,943 4.36% 4.36% 05/01/26 Husqvarna property (5) — 6,379,182 (3) 4.60% 02/20/28 AvAir property (5) — 19,950,000 3.80% 3.80% 08/01/25 3M property (5) — 8,025,200 One-month LIBOR + 2.25% 5.09% 03/29/23 Cummins property (5) — 8,188,800 One-month LIBOR + 2.25% 5.16% 04/04/23 Levins property (5) — 2,654,405 3.75% 3.75% 02/16/26 Labcorp property (5) — 5,308,810 3.75% 3.75% 02/16/26 GSA (MSHA) property (5) — 1,713,196 3.65% 3.65% 02/16/26 PreK Education property (5) — 4,930,217 4.25% 4.25% 03/01/22 Solar Turbines, Amec Foster, ITW Rippey properties (5) — 8,986,222 3.35% 3.35% 11/01/26 Gap property (5) — 3,492,775 4.15% 4.15% 08/01/23 L3Harris property (4)(5) — 6,219,524 3.35% 3.35% 05/21/31 Walgreens property (5) — 3,067,109 4.25% 4.25% 07/16/30 Total mortgage notes payable 44,734,220 152,975,437 Plus unamortized mortgage premium, net (6) 198,093 204,281 Less unamortized deferred financing costs (220,403) (956,139) Mortgage notes payable, net $ 44,711,910 $ 152,223,579 (1) Contractual interest rate represents the interest rate in effect under the mortgage note payable as of March 31, 2022 and December 31, 2021. Effective interest rate is calculated as the actual interest rate in effect as of March 31, 2022, consisting of the contractual interest rate, and 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 as of December 31, 2021) . (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 loans were 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 loans, is an event of default under the terms of both loans. The value of the Property was required to be in an amount sufficient to maintain a loan to value ratio of no more than 60%. (3) The contractual interest rate was 4.60% for the year ended December 31, 2021 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, if the loan had not been repaid in January 2022. (4) 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. (5) The loan was fully repaid on January 18, 2022 through a drawdown from the Credit Facility discussed below . (6) Represents unamortized net mortgage premium acquired through the merger with REIT I. |
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 March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Face Value Carrying Fair Value Face value Carrying Fair Value Mortgage notes payable $ 44,734,220 $ 44,711,910 $ 42,371,389 $ 152,975,437 $ 152,223,579 $ 159,241,815 Less: full repayments of mortgages on January 18, 2022 (108,178,317) (107,429,721) * $ 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. Collateral December 31, Accredo property $ 8,538,000 Omnicare property 4,109,167 Texas Health property 4,284,335 Bon Secours property 5,104,817 Total 22,036,319 Less deferred financing costs (336,407) Mortgage notes payable, net $ 21,699,912 |
Schedule of Term Loan | The details of the Company's Term Loan as of March 31, 2022 follow: March 31, Term loan $ 100,000,000 Less unamortized deferred financing costs (1,213,250) Net term loan $ 98,786,750 |
Maturities of Long-term Debt | The following summarizes the future principal repayments of the Company’s mortgage notes payable and Credit Facility as of March 31, 2022: Mortgage Notes Credit Facility Payable Revolver Term Loan Total April through December 2022 $ 225,622 $ — $ — $ 225,622 2023 317,575 — — 317,575 2024 12,991,023 — — 12,991,023 2025 — — — — 2026 — 20,775,000 — 20,775,000 2027 — — 100,000,000 100,000,000 Thereafter 31,200,000 — — 31,200,000 Total principal 44,734,220 20,775,000 100,000,000 165,509,220 Plus unamortized mortgage premium, net of unamortized discount 198,093 — — 198,093 Less deferred financing costs (220,403) — (1,213,250) (2,646,903) Net principal $ 44,711,910 $ 20,775,000 $ 98,786,750 $ 163,060,410 |
Interest Expense | The following is a reconciliation of the components of interest expense for the three months ended March 31, 2022 and 2021: Three Months Ended 2022 2021 Mortgage notes payable: Interest expense $ 812,718 $ 1,833,824 Amortization of deferred financing costs 7,225 111,043 Swap termination costs — 23,900 Unrealized gain on interest rate swap valuation (1) — (328,043) Credit facility: Interest expense 590,230 78,752 Amortization of deferred financing costs 100,690 21,724 Other 57,312 39,936 Total interest expense $ 1,568,175 $ 1,781,136 (1) Includes unrealized gain on interest rate swaps of $427,119 for the three months ended March 31, 2021 (see Note 8 for more details). Accrued interest payable of $56,114 as of December 31, 2021 represented the unsettled portion of the interest rate swaps for the period from origination of the interest rate swap through the balance sheet date. |
INTEREST RATE SWAP DERIVATIVES
INTEREST RATE SWAP DERIVATIVES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of the Notional Amount and Other Information Related to Interest Rate Swaps | The following table summarizes the notional amount and other information related to the Company’s interest rate swaps as of December 31, 2021: December 31, 2021 Derivative Number of Instruments Notional Reference Weighted Average Fixed Pay Rate Weighted Interest Rate Swap Derivatives (iii) 4 $ 26,051,000 One-month LIBOR + applicable spread/Fixed at 4.05%-5.16% 4.51 % 2.0 years (i) The notional amount of the Company’s swaps decreased 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 were $24,935,999. (ii) The reference rate was as of December 31, 2021. |
Summary of the Fair Value of Derivative Instruments and Their Classification | The following table sets forth the fair value of the Company’s derivative instruments (Level 2 measurement), as well as their classification in the unaudited condensed consolidated balance sheets: December 31, 2021 Derivative Instrument Balance Sheet Location 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) |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | The total fees incurred for board services and paid by the Company for the three months ended March 31, 2022 and 2021, are as follows: Three Months Ended Board of Directors Compensation 2022 2021 Cash paid for services rendered $ 67,500 $ — Value of shares issued for services rendered 82,500 70,000 Total $ 150,000 $ 70,000 Number of shares issued for services rendered 4,599 3,040 |
OPERATING PARTNERSHIP UNITS (Ta
OPERATING PARTNERSHIP UNITS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Class M OP Units Conversion | In the event that the 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 March 31, 2022, 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 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the computation of the Company's basic and diluted net loss per share attributable to common stockholders for the three months ended March 31, 2022 and 2021: Three Months Ended 2022 2021 Numerator - Basic: Net loss $ (12,073,164) $ (903,648) Net loss attributable to noncontrolling interest in Operating Partnership 1,928,029 — Preferred stock dividends (921,875) — Net loss attributable to common stockholders $ (11,067,010) $ (903,648) Denominator: Weighted average shares outstanding - basic 7,533,158 7,706,621 Net loss per share attributable to common stockholders - basic and diluted $ (1.47) $ (0.12) |
BUSINESS AND ORGANIZATION - Nar
BUSINESS AND ORGANIZATION - Narrative (Details) | Feb. 15, 2022USD ($)$ / sharesshares | Sep. 14, 2021$ / sharesshares | Mar. 31, 2022propertyft²$ / sharesshares | Mar. 31, 2022USD ($)propertyft²$ / sharesshares | Mar. 31, 2021USD ($)ft²shares | Dec. 31, 2021$ / sharesshares | Sep. 30, 2021shares | Jan. 22, 2021USD ($) | Dec. 31, 2016USD ($) |
Business And Organization [Line Items] | |||||||||
Issued common stock (in shares) | 450,000,000 | 450,000,000 | |||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | ||||||||
Number of square feet of aggregate leasable space (in square foot) | ft² | 2,300,000 | 2,300,000 | |||||||
Number of real estate properties | property | 36 | 36 | |||||||
Repurchase of common stock (in shares) | 0 | ||||||||
Repurchase of common stock | $ | $ (852,721) | $ (10,375,063) | |||||||
Maximum | |||||||||
Business And Organization [Line Items] | |||||||||
Authorized offering amount | $ | $ 200,000,000 | ||||||||
Primary Offering | |||||||||
Business And Organization [Line Items] | |||||||||
Common stock subscription, including additional paid-in capital | $ | $ 289,839,103 | ||||||||
Real Estate Investment | Tenant-in-common | |||||||||
Business And Organization [Line Items] | |||||||||
Ownership percentage | 72.70% | 72.70% | |||||||
Retail | |||||||||
Business And Organization [Line Items] | |||||||||
Number of square feet of aggregate leasable space (in square foot) | ft² | 42,896 | ||||||||
Number of real estate properties | property | 13 | 13 | |||||||
Retail | Real Estate Investment | |||||||||
Business And Organization [Line Items] | |||||||||
Investment allocation, percentage | 21.00% | 21.00% | |||||||
Office | |||||||||
Business And Organization [Line Items] | |||||||||
Number of real estate properties | property | 11 | 11 | |||||||
Office | Real Estate Investment | |||||||||
Business And Organization [Line Items] | |||||||||
Investment allocation, percentage | 39.00% | 39.00% | |||||||
Industrial | |||||||||
Business And Organization [Line Items] | |||||||||
Number of real estate properties | property | 12 | 12 | |||||||
Industrial Property Including Tenant-In-Common Interest | Real Estate Investment | |||||||||
Business And Organization [Line Items] | |||||||||
Investment allocation, percentage | 40.00% | 40.00% | |||||||
Operating Partnership | |||||||||
Business And Organization [Line Items] | |||||||||
Ownership interest (as a percent) | 73.00% | 83.00% | |||||||
Class S | |||||||||
Business And Organization [Line Items] | |||||||||
Common stock, shares authorized (in 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 | ||||||
Class C | |||||||||
Business And Organization [Line Items] | |||||||||
Common stock, shares authorized (in 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 | ||||||
Purchase price of common stock, percent | 97.00% | ||||||||
Purchase price of common stock, average price per share, percent | 100.00% | ||||||||
Per share processing fee | $ / shares | $ 0.05 | ||||||||
Class C | Maximum | |||||||||
Business And Organization [Line Items] | |||||||||
Purchase price as a percentage of market price | 5.00% | ||||||||
Class C | Minimum | |||||||||
Business And Organization [Line Items] | |||||||||
Purchase price as a percentage of market price | 0.00% | ||||||||
Class C | 2021 Distribution Reinvestment Plan Offering | |||||||||
Business And Organization [Line Items] | |||||||||
Common stock subscriptions | $ | $ 100,000,000 | ||||||||
Class C | Listed Offering | |||||||||
Business And Organization [Line Items] | |||||||||
Shares sold in offering (in shares) | 40,000 | ||||||||
Sale of stock, price per share | $ / shares | $ 25 | ||||||||
Series A Preferred Stock | |||||||||
Business And Organization [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 | |||||||
Preferred stock, dividend rate, percentage | 7.375% | ||||||||
Sale of stock, price per share | $ / shares | $ 25 | ||||||||
Series A Preferred Stock | Maximum | |||||||||
Business And Organization [Line Items] | |||||||||
Preferred stock, dividend rate, percentage | 9.375% | ||||||||
Series A Preferred Stock | Primary Offering | |||||||||
Business And Organization [Line Items] | |||||||||
Shares sold in offering (in shares) | 1,800,000 | ||||||||
Series A Preferred Stock | Over-Allotment Option | |||||||||
Business And Organization [Line Items] | |||||||||
Shares sold in offering (in shares) | 200,000 | ||||||||
Preferred Stock | |||||||||
Business And Organization [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | |||||||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||
Common Stock | |||||||||
Business And Organization [Line Items] | |||||||||
Authorized amount | $ | $ 20,000,000 | ||||||||
Common Stock | Class C | |||||||||
Business And Organization [Line Items] | |||||||||
Repurchase of common stock (in shares) | (481,939) | ||||||||
Repurchase of common stock | $ | $ (482) | ||||||||
Treasury Stock | |||||||||
Business And Organization [Line Items] | |||||||||
Repurchase of common stock (in shares) | (50,863) | ||||||||
Repurchase of common stock | $ | $ (852,721) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022USD ($)$ / shares | Mar. 31, 2021USD ($)$ / shares | Dec. 31, 2021USD ($) | Jan. 18, 2022loan | |
Accounting Policies [Line Items] | ||||
Rental income from tenant reimbursements | $ 2,050,371 | $ 1,625,394 | ||
Net income (loss) per share attributable to common stockholders, basic (in usd per share) | $ / shares | $ (1.47) | $ (0.12) | ||
Restricted cash | $ 0 | $ 2,441,970 | ||
Restricted cash released | 170,508 | |||
Number of loans repaid | loan | 4 | |||
Lease Agreements | ||||
Accounting Policies [Line Items] | ||||
Restricted cash | 2,271,462 | |||
Restricted Cash, Leasing Commission | ||||
Accounting Policies [Line Items] | ||||
Restricted cash released | 128,538 | |||
Northrop Grumman property | ||||
Accounting Policies [Line Items] | ||||
Restricted cash | 1,400,000 | |||
L3Harris | ||||
Accounting Policies [Line Items] | ||||
Restricted cash | $ 1,000,000 | |||
Class C | ||||
Accounting Policies [Line Items] | ||||
Net income (loss) per share attributable to common stockholders, basic (in usd per share) | $ / shares | (0.12) | |||
Class S | ||||
Accounting Policies [Line Items] | ||||
Net income (loss) per share attributable to common stockholders, basic (in usd per share) | $ / shares | $ (0.12) |
REAL ESTATE INVESTMENTS, NET -
REAL ESTATE INVESTMENTS, NET - Narrative (Details) | Feb. 24, 2022USD ($) | Feb. 11, 2022USD ($)lease | Feb. 12, 2021USD ($) | Jan. 29, 2021USD ($) | Jan. 07, 2021USD ($) | Mar. 31, 2022USD ($)propertystate | Dec. 31, 2021USD ($)property | Mar. 31, 2021USD ($)property |
Real Estate [Line Items] | ||||||||
Number of real estate properties | property | 36 | |||||||
Number of states in which entity operates | state | 14 | |||||||
Operating leases extension | 3 years 8 months 12 days | |||||||
Renewal term, increase in rent (percent) | 1.90% | |||||||
Net Carrying Value | $ 371,218,146 | $ 296,144,769 | ||||||
Weighted-average remaining amortization period | 9 years 7 months 6 days | |||||||
Number of real estate properties sold | property | 4 | |||||||
Number of real estate properties, held-for-sale | property | 0 | 4 | 1 | |||||
Kia and Kalera | ||||||||
Real Estate [Line Items] | ||||||||
Number of real estate properties | property | 2 | |||||||
Revenue related to acquisition | $ 1,378,265 | |||||||
Omnicare | ||||||||
Real Estate [Line Items] | ||||||||
Number of real estate properties sold | lease | 1 | |||||||
Cummins, ITW Rippey, and Willams Sonoma | ||||||||
Real Estate [Line Items] | ||||||||
Properties with an extension | property | 3 | |||||||
Texas Health and Bon Secours | ||||||||
Real Estate [Line Items] | ||||||||
Number of real estate properties sold | lease | 2 | |||||||
ITW Rippey | ||||||||
Real Estate [Line Items] | ||||||||
Operating leases extension | 7 years | |||||||
Williams Sonoma | ||||||||
Real Estate [Line Items] | ||||||||
Operating leases extension | 3 years | |||||||
Retail | ||||||||
Real Estate [Line Items] | ||||||||
Number of real estate properties | property | 13 | |||||||
Disposal group, including discontinued operation, consideration | $ 13,714,188 | |||||||
Retail | Chevron Gas Station, Roseville property | ||||||||
Real Estate [Line Items] | ||||||||
Disposal group, including discontinued operation, consideration | $ 4,050,000 | |||||||
Proceeds from sale of real estate investments | $ 3,914,909 | |||||||
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 | |||||||
Retail | Chevron Gas Station, San Jose property | ||||||||
Real Estate [Line Items] | ||||||||
Disposal group, including discontinued operation, consideration | $ 4,288,888 | |||||||
Proceeds from sale of real estate investments | $ 4,054,327 | |||||||
Office | ||||||||
Real Estate [Line Items] | ||||||||
Number of real estate properties | property | 11 | |||||||
Office | Accredo | ||||||||
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, Omnicare, and Texas Health | ||||||||
Real Estate [Line Items] | ||||||||
Number of real estate properties identified as held-for-sale | property | 3 | |||||||
Industrial | ||||||||
Real Estate [Line Items] | ||||||||
Number of real estate properties | property | 12 | |||||||
Industrial | Omnicare | ||||||||
Real Estate [Line Items] | ||||||||
Disposal group, including discontinued operation, consideration | $ 10,200,000 | |||||||
Number of real estate properties identified as held-for-sale | property | 1 | |||||||
Industrial | ITW Rippey | ||||||||
Real Estate [Line Items] | ||||||||
Net Carrying Value | $ 6,690,335 | |||||||
Office and Industrial | ||||||||
Real Estate [Line Items] | ||||||||
Disposal group, including discontinued operation, consideration | $ 40,000,000 | |||||||
Number of real estate properties identified as held-for-sale | property | 4 | |||||||
Office and Industrial | Bon Secours, Omnicare, and Texas Health | ||||||||
Real Estate [Line Items] | ||||||||
Disposal group, including discontinued operation, consideration | 26,000,000 | |||||||
Proceeds from sale of real estate investments | $ 11,883,639 | |||||||
Land | ||||||||
Real Estate [Line Items] | ||||||||
Number of real estate properties | property | 1 |
REAL ESTATE INVESTMENTS, NET _2
REAL ESTATE INVESTMENTS, NET - Summary of Real Estate Properties (Details) - USD ($) | Mar. 31, 2022 | Jan. 31, 2022 | Jan. 18, 2022 | Dec. 31, 2021 |
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | $ 385,853,059 | |||
Tenant origination and absorption costs | 21,847,712 | $ 21,504,210 | ||
Equipment | 4,429,000 | 0 | ||
Accumulated Depreciation and Amortization | (40,911,625) | (37,611,133) | ||
Total investments in real estate property, net | 371,218,146 | $ 296,144,769 | ||
Dollar General One | Retail | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 1,281,812 | |||
Tenant origination and absorption costs | 116,302 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (216,310) | |||
Total investments in real estate property, net | 1,181,804 | |||
Dollar General Two | Retail | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 1,543,776 | |||
Tenant origination and absorption costs | 140,653 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (276,830) | |||
Total investments in real estate property, net | 1,407,599 | |||
Dollar General Three | Retail | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 1,199,860 | |||
Tenant origination and absorption costs | 106,730 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (207,835) | |||
Total investments in real estate property, net | 1,098,755 | |||
Dollar General Four | Retail | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 1,174,188 | |||
Tenant origination and absorption costs | 111,847 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (199,267) | |||
Total investments in real estate property, net | 1,086,768 | |||
Dollar General Five | Retail | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 1,112,872 | |||
Tenant origination and absorption costs | 100,857 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (204,510) | |||
Total investments in real estate property, net | 1,009,219 | |||
Dollar General Six | Retail | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 1,102,086 | |||
Tenant origination and absorption costs | 86,408 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (198,702) | |||
Total investments in real estate property, net | 989,792 | |||
Dollar General Seven | Retail | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 4,899,714 | |||
Tenant origination and absorption costs | 261,630 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (331,048) | |||
Total investments in real estate property, net | 4,830,296 | |||
Dollar General Eight | Retail | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 1,281,683 | |||
Tenant origination and absorption costs | 76,351 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (114,680) | |||
Total investments in real estate property, net | 1,243,354 | |||
Dollar Tree | Retail | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 1,320,367 | |||
Tenant origination and absorption costs | 73,298 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (159,549) | |||
Total investments in real estate property, net | 1,234,116 | |||
Northrop Grumman | Office | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 13,518,238 | |||
Tenant origination and absorption costs | 1,469,737 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (3,662,436) | |||
Total investments in real estate property, net | 11,325,539 | |||
Northrop Grumman Parcel | Land | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 329,410 | |||
Accumulated Depreciation and Amortization | 0 | |||
Total investments in real estate property, net | 329,410 | |||
Northrop Grumman Parcel | Land | ||||
Real Estate [Line Items] | ||||
Tenant origination and absorption costs | 0 | |||
Equipment | 0 | |||
exp US Services | Office | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 6,069,180 | |||
Tenant origination and absorption costs | 388,248 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (1,113,340) | |||
Total investments in real estate property, net | 5,344,088 | |||
Wyndham | Office | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 10,406,483 | |||
Tenant origination and absorption costs | 669,232 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (1,613,337) | |||
Total investments in real estate property, net | 9,462,378 | |||
Williams Sonoma | Office | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 8,079,612 | |||
Tenant origination and absorption costs | 640,868 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (1,447,898) | |||
Total investments in real estate property, net | 7,272,582 | |||
EMCOR | Office | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 5,960,610 | |||
Tenant origination and absorption costs | 463,488 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (828,412) | |||
Total investments in real estate property, net | 5,595,686 | |||
Husqvarna | Industrial | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 11,840,200 | |||
Tenant origination and absorption costs | 1,013,948 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (1,560,018) | |||
Total investments in real estate property, net | 11,294,130 | |||
AvAir | Industrial | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 27,357,899 | |||
Tenant origination and absorption costs | 0 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (2,978,725) | |||
Total investments in real estate property, net | 24,379,174 | |||
3M | Industrial | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 14,762,819 | |||
Tenant origination and absorption costs | 3,037,057 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (5,031,430) | |||
Total investments in real estate property, net | 12,768,446 | |||
Cummins | Office | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 14,538,528 | |||
Tenant origination and absorption costs | 1,566,997 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (3,158,733) | |||
Total investments in real estate property, net | 12,946,792 | |||
Costco | Office | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 27,346,695 | |||
Tenant origination and absorption costs | 2,765,136 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (4,284,635) | |||
Total investments in real estate property, net | 25,827,196 | |||
Taylor Fresh Foods | Industrial | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 34,194,369 | |||
Tenant origination and absorption costs | 2,894,017 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (3,249,114) | |||
Total investments in real estate property, net | 33,839,272 | |||
Levins | Industrial | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 4,429,390 | |||
Tenant origination and absorption costs | 221,927 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (496,369) | |||
Total investments in real estate property, net | 4,154,948 | |||
Labcorp | Industrial | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 9,672,174 | |||
Tenant origination and absorption costs | 408,225 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (459,722) | |||
Total investments in real estate property, net | 9,620,677 | |||
GSA (MSHA) | Office | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 3,112,076 | |||
Tenant origination and absorption costs | 243,307 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (311,658) | |||
Total investments in real estate property, net | 3,043,725 | |||
PreK Education | Retail | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 12,447,287 | |||
Tenant origination and absorption costs | 555,767 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (1,168,524) | |||
Total investments in real estate property, net | 11,834,530 | |||
Solar Turbines | Office | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 7,133,241 | |||
Tenant origination and absorption costs | 284,026 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (640,808) | |||
Total investments in real estate property, net | 6,776,459 | |||
Wood Group | Industrial | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 9,869,520 | |||
Tenant origination and absorption costs | 539,633 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (938,689) | |||
Total investments in real estate property, net | 9,470,464 | |||
ITW Rippey | Industrial | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 7,071,143 | |||
Tenant origination and absorption costs | 304,387 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (685,195) | |||
Total investments in real estate property, net | 6,690,335 | |||
Gap | Office | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 8,431,744 | |||
Tenant origination and absorption costs | 360,377 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (1,085,915) | |||
Total investments in real estate property, net | 7,706,206 | |||
L3Harris | Industrial | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 11,631,857 | |||
Tenant origination and absorption costs | 662,101 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (1,059,352) | |||
Total investments in real estate property, net | 11,234,606 | |||
Sutter Health | Office | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 29,586,023 | |||
Tenant origination and absorption costs | 1,616,610 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (2,434,139) | |||
Total investments in real estate property, net | 28,768,494 | |||
Walgreens | Retail | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 5,223,442 | |||
Tenant origination and absorption costs | 335,945 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (299,161) | |||
Total investments in real estate property, net | 5,260,226 | |||
Raising Cane's [Member] | Retail | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 3,430,224 | |||
Tenant origination and absorption costs | 213,997 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (82,352) | |||
Total investments in real estate property, net | 3,561,869 | |||
Arrow-TruLine | Industrial | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 11,518,084 | |||
Tenant origination and absorption costs | 0 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (120,891) | |||
Total investments in real estate property, net | 11,397,193 | |||
KIA | ||||
Real Estate [Line Items] | ||||
Tenant origination and absorption costs | $ 118,606 | |||
Equipment | $ 0 | |||
KIA | Retail | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 69,286,444 | |||
Tenant origination and absorption costs | 118,606 | |||
Equipment | 0 | |||
Accumulated Depreciation and Amortization | (221,221) | |||
Total investments in real estate property, net | 69,183,829 | |||
Kalera | ||||
Real Estate [Line Items] | ||||
Tenant origination and absorption costs | $ 0 | |||
Equipment | $ 4,429,000 | |||
Kalera | Industrial | ||||
Real Estate [Line Items] | ||||
Land, Buildings and Improvements | 3,690,009 | |||
Tenant origination and absorption costs | 0 | |||
Equipment | 4,429,000 | |||
Accumulated Depreciation and Amortization | (70,820) | |||
Total investments in real estate property, net | $ 8,048,189 |
REAL ESTATE INVESTMENTS, NET _3
REAL ESTATE INVESTMENTS, NET - Acquisition (Details) - USD ($) | Mar. 31, 2022 | Jan. 31, 2022 | Jan. 18, 2022 | Dec. 31, 2021 |
Real Estate [Line Items] | ||||
Land | $ 94,309,538 | $ 61,005,402 | ||
Tenant origination and absorption costs | 21,847,712 | 21,504,210 | ||
Equipment | 4,429,000 | 0 | ||
Acquisition Price | 412,129,771 | $ 333,755,902 | ||
KIA | ||||
Real Estate [Line Items] | ||||
Land | $ 32,741,781 | |||
Buildings and Improvements | 36,544,663 | |||
Tenant origination and absorption costs | 118,606 | |||
Equipment | 0 | |||
Acquisition Price | $ 69,405,050 | |||
Kalera | ||||
Real Estate [Line Items] | ||||
Land | $ 562,356 | |||
Buildings and Improvements | 3,127,653 | |||
Tenant origination and absorption costs | 0 | |||
Equipment | 4,429,000 | |||
Acquisition Price | $ 8,119,009 | |||
Kia and Kalera | ||||
Real Estate [Line Items] | ||||
Land | 33,304,137 | |||
Buildings and Improvements | 39,672,316 | |||
Tenant origination and absorption costs | 118,606 | |||
Equipment | 4,429,000 | |||
Acquisition Price | $ 77,524,059 |
REAL ESTATE INVESTMENTS, NET _4
REAL ESTATE INVESTMENTS, NET - Dispositions (Details) | Feb. 24, 2022USD ($)ft² | Feb. 11, 2022USD ($)ft² | Feb. 12, 2021USD ($)lease | Jan. 29, 2021USD ($)lease | Jan. 07, 2021USD ($)lease | Mar. 31, 2022USD ($)ft² | Mar. 31, 2021USD ($)ft² |
Real Estate [Line Items] | |||||||
Rentable Square Feet | ft² | 2,300,000 | ||||||
Gain on Sale | $ 7,400,777 | $ 289,642 | |||||
Office | Bon Secours | |||||||
Real Estate [Line Items] | |||||||
Rentable Square Feet | ft² | 72,890 | ||||||
Contract Sale Price | $ 8,760,000 | ||||||
Gain on Sale | $ 179,404 | ||||||
Office | Texas Health | |||||||
Real Estate [Line Items] | |||||||
Rentable Square Feet | ft² | 38,794 | ||||||
Contract Sale Price | $ 7,040,000 | ||||||
Gain on Sale | $ 160,377 | ||||||
Office | Accredo | |||||||
Real Estate [Line Items] | |||||||
Rentable Square Feet | ft² | 63,000 | ||||||
Contract Sale Price | $ 14,000,000 | ||||||
Gain on Sale | $ 4,998,106 | ||||||
Industrial | Omnicare | |||||||
Real Estate [Line Items] | |||||||
Rentable Square Feet | ft² | 51,800 | ||||||
Contract Sale Price | $ 10,200,000 | ||||||
Gain on Sale | $ 2,062,890 | ||||||
Office and Industrial | |||||||
Real Estate [Line Items] | |||||||
Rentable Square Feet | ft² | 226,484 | ||||||
Contract Sale Price | $ 40,000,000 | ||||||
Gain on Sale | $ 7,400,777 | ||||||
Retail | |||||||
Real Estate [Line Items] | |||||||
Rentable Square Feet | ft² | 42,896 | ||||||
Contract Sale Price | $ 13,714,188 | ||||||
Gain on Sale | $ 289,642 | ||||||
Retail | Chevron Gas Station, Roseville property | |||||||
Real Estate [Line Items] | |||||||
Rentable Square Feet | lease | 3,300 | ||||||
Contract Sale Price | $ 4,050,000 | ||||||
Gain on Sale | $ 228,769 | ||||||
Retail | EcoThrift | |||||||
Real Estate [Line Items] | |||||||
Rentable Square Feet | lease | 38,536 | ||||||
Contract Sale Price | $ 5,375,300 | ||||||
Gain on Sale | $ 51,415 | ||||||
Retail | Chevron Gas Station, San Jose property | |||||||
Real Estate [Line Items] | |||||||
Rentable Square Feet | lease | 1,060 | ||||||
Contract Sale Price | $ 4,288,888 | ||||||
Gain on Sale | $ 9,458 |
REAL ESTATE INVESTMENTS, NET _5
REAL ESTATE INVESTMENTS, NET - Concentration Risk (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | |||
Net Carrying Value | $ 371,218,146 | $ 296,144,769 | |
Rental income | 9,648,649 | $ 8,974,870 | |
Asset | Real Estate Property | KIA Dealership in Carson, California | |||
Concentration Risk [Line Items] | |||
Net Carrying Value | $ 69,183,829 | ||
Percentage of Total Rental Income | 18.60% | ||
Rental Income | Real Estate Property | KIA Dealership in Carson, California | |||
Concentration Risk [Line Items] | |||
Percentage of Total Rental Income | 12.90% | ||
Rental income | $ 1,247,040 |
REAL ESTATE INVESTMENTS, NET _6
REAL ESTATE INVESTMENTS, NET - Rental Payments for Operating Leases (Details) | Mar. 31, 2022USD ($) |
Real Estate [Abstract] | |
April through December 2022 | $ 21,569,436 |
2023 | 29,146,980 |
2024 | 27,771,319 |
2025 | 26,219,029 |
2026 | 20,053,392 |
2027 | 17,805,465 |
Thereafter | 169,752,697 |
Total | $ 312,318,318 |
REAL ESTATE INVESTMENTS, NET _7
REAL ESTATE INVESTMENTS, NET - Intangible Assets (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Tenant Origination and Absorption Costs | ||
Real Estate [Line Items] | ||
Cost | $ 21,847,712 | $ 21,504,210 |
Accumulated amortization | (11,733,741) | (11,009,997) |
Net | 10,113,971 | 10,494,213 |
Above-Market Lease Intangibles | ||
Real Estate [Line Items] | ||
Cost | 1,128,549 | 1,128,549 |
Accumulated amortization | (469,986) | (437,530) |
Net | 658,563 | 691,019 |
Below-Market Lease Intangibles | ||
Below-Market Lease Intangibles | ||
Cost | (15,097,132) | (15,097,132) |
Accumulated amortization | 4,357,266 | 3,994,192 |
Net | $ (10,739,866) | $ (11,102,940) |
REAL ESTATE INVESTMENTS, NET _8
REAL ESTATE INVESTMENTS, NET - Intangible Assets Amortization (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Below-Market Lease Intangibles | ||
Weighted-average remaining amortization period | 9 years 7 months 6 days | |
Tenant Origination and Absorption Costs | ||
Real Estate [Line Items] | ||
April through December 2022 | $ 1,787,238 | |
2023 | 1,706,527 | |
2024 | 1,569,240 | |
2025 | 1,242,425 | |
2026 | 643,801 | |
2027 | 367,689 | |
Thereafter | 2,797,051 | |
Net | $ 10,113,971 | $ 10,494,213 |
Below-Market Lease Intangibles | ||
Weighted-average remaining amortization period | 7 years 9 months 18 days | |
Above-Market Lease Intangibles | ||
Real Estate [Line Items] | ||
April through December 2022 | $ 97,367 | |
2023 | 127,174 | |
2024 | 122,543 | |
2025 | 115,996 | |
2026 | 78,557 | |
2027 | 22,272 | |
Thereafter | 94,654 | |
Net | $ 658,563 | 691,019 |
Below-Market Lease Intangibles | ||
Weighted-average remaining amortization period | 6 years 2 months 12 days | |
Below-Market Lease Intangibles | ||
Below-Market Lease Intangibles | ||
April through December 2022 | $ (853,921) | |
2023 | (921,169) | |
2024 | (917,750) | |
2025 | (917,750) | |
2026 | (912,347) | |
2027 | (902,435) | |
Thereafter | (5,314,494) | |
Net | $ (10,739,866) | $ (11,102,940) |
Weighted-average remaining amortization period | 11 years 6 months |
REAL ESTATE INVESTMENTS, NET _9
REAL ESTATE INVESTMENTS, NET - Real Estate Investments Held for Sale (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Assets related to real estate investments held for sale: | |||
Real estate investments held for sale, net | $ 0 | $ 31,510,762 | |
Other assets, net | 0 | 788,296 | |
Liabilities related to real estate investments held for sale: | |||
Mortgage notes payable, net | 0 | 21,699,912 | |
Other liabilities, net | $ 0 | 383,282 | |
Disposal Group, Held-for-sale, Not Discontinued Operations | |||
Assets related to real estate investments held for sale: | |||
Land, buildings and improvements | 34,507,485 | ||
Tenant origination and absorption costs | 3,064,371 | ||
Accumulated depreciation and amortization | (6,061,094) | ||
Real estate investments held for sale, net | 31,510,762 | ||
Other assets, net | 788,296 | ||
Total assets related to real estate investments held for sale: | 32,299,058 | ||
Liabilities related to real estate investments held for sale: | |||
Mortgage notes payable, net | 21,699,912 | ||
Other liabilities, net | 383,282 | ||
Total liabilities related to real estate investments held for sale: | $ 22,083,194 | ||
Rental income, expenses and impairment related to real estate investments held for sale: | |||
Total revenues | $ 281,063 | ||
Expenses: | |||
Interest expense | 77,708 | ||
Other expenses | 58,501 | ||
Total expenses | 136,209 | ||
Net income | $ 144,854 |
UNCONSOLIDATED INVESTMENT IN _3
UNCONSOLIDATED INVESTMENT IN REAL ESTATE PROPERTY - Investments (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
The TIC Interest | ||
Schedule of Equity Method Investments [Line Items] | ||
Investment in unconsolidated entity | $ 9,941,435 | $ 9,941,338 |
UNCONSOLIDATED INVESTMENT IN _4
UNCONSOLIDATED INVESTMENT IN REAL ESTATE PROPERTY - Entities Equity in Earnings (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||
Income from unconsolidated investment in a real estate property | $ 95,464 | $ 72,467 |
The TIC Interest | ||
Schedule of Equity Method Investments [Line Items] | ||
Income from unconsolidated investment in a real estate property | $ 95,464 | $ 72,467 |
UNCONSOLIDATED INVESTMENT IN _5
UNCONSOLIDATED INVESTMENT IN REAL ESTATE PROPERTY - Narrative (Details) - Rich Uncles Real Estate Investment Trust - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage | 72.70% | ||
Ownership percentage by noncontrolling owners | 27.30% | ||
Dividends | $ 95,367 | $ 79,379 | |
Hagg Lane II, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage by noncontrolling owners | 23.40% | ||
Hagg Lane III, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage by noncontrolling owners | 3.90% |
UNCONSOLIDATED INVESTMENT IN _6
UNCONSOLIDATED INVESTMENT IN REAL ESTATE PROPERTY - Summarized Financial Information (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Assets | ||||
Total assets | $ 423,833,668 | $ 428,494,502 | ||
Liabilities: | ||||
Total liabilities | 183,797,059 | 206,064,610 | ||
Total equity | 240,036,609 | $ 172,146,694 | 222,429,892 | $ 182,886,668 |
Total liabilities and equity | 423,833,668 | 428,494,502 | ||
Expenses: | ||||
Net loss | (12,073,164) | (903,648) | ||
The TIC Interest | ||||
Assets | ||||
Real estate investments, net | 29,145,565 | 29,403,232 | ||
Cash and cash equivalents | 631,203 | 690,470 | ||
Other assets | 189,235 | 134,049 | ||
Total assets | 29,966,003 | 30,227,751 | ||
Liabilities: | ||||
Mortgage note payable, net | 13,147,744 | 13,218,883 | ||
Below-market lease, net | 2,623,989 | 2,660,586 | ||
Other liabilities | 215,064 | 369,209 | ||
Total liabilities | 15,986,797 | 16,248,678 | ||
Total equity | 13,979,206 | 13,979,073 | ||
Total liabilities and equity | 29,966,003 | $ 30,227,751 | ||
Total revenues | 714,978 | 673,976 | ||
Expenses: | ||||
Interest expense | 134,294 | 137,606 | ||
Depreciation and amortization | 261,956 | 250,015 | ||
Other expenses | 187,434 | 186,688 | ||
Total expenses | 583,684 | 574,309 | ||
Net loss | $ 131,294 | $ 99,667 |
GOODWILL, NET - Net Carrying Am
GOODWILL, NET - Net Carrying Amount of Goodwill (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | |||
Carrying value, beginning | $ 17,320,857 | $ 17,320,857 | |
Impairment of goodwill | (17,320,857) | $ 0 | |
Carrying value, ending | $ 0 | $ 17,320,857 |
GOODWILL, NET - Narrative (Deta
GOODWILL, NET - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment of goodwill | $ (17,320,857) | $ 0 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS DETAILS (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | ||
Straight-line rent | $ 5,054,459 | $ 4,417,065 |
Tenant rent and billed reimbursements | 770,439 | 81,079 |
Unbilled tenant reimbursements | 1,395,115 | 1,498,775 |
Total | 7,220,013 | 5,996,919 |
Prepaid Expense and Other Assets [Abstract] | ||
Deferred tenant allowance | 2,431,838 | 2,400,811 |
Miscellaneous receivables | 702,413 | 681,369 |
Prepaid expenses | 1,882,584 | 1,253,751 |
Deposits | 1,920,319 | 1,420,244 |
Deferred financing costs on credit facility revolver | 872,527 | 100,080 |
Total | 7,809,681 | 5,856,255 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Accounts payable | 1,249,435 | 1,767,657 |
Accrued expenses | 3,098,281 | 3,864,222 |
Accrued distributions | 1,776,598 | 1,795,303 |
Accrued interest payable | 392,645 | 548,564 |
Unearned rent | 2,032,879 | 1,735,440 |
Lease incentive obligation | 233,695 | 2,133,695 |
Total | $ 8,783,533 | $ 11,844,881 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Jan. 18, 2022 | |
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 165,509,220 | |||
Plus unamortized mortgage premium, net | 198,093 | |||
Less unamortized deferred financing costs | (2,646,903) | |||
Net principal | $ 163,060,410 | |||
Loan to value ratio (as a percent) | 60.00% | |||
Mortgages | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 44,734,220 | $ 152,975,437 | $ 44,797,120 | |
Plus unamortized mortgage premium, net | 198,093 | 204,281 | ||
Less unamortized deferred financing costs | (220,403) | (956,139) | ||
Net principal | 44,711,910 | 152,223,579 | ||
Costco property | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 18,850,000 | 18,850,000 | ||
Contractual interest rate | 4.85% | |||
Debt instrument, effective interest rate | 4.85% | |||
Taylor Fresh Foods | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 12,350,000 | 12,350,000 | ||
Contractual interest rate | 3.85% | |||
Debt instrument, effective interest rate | 3.85% | |||
Sutter Health property | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 13,534,220 | 13,597,120 | ||
Contractual interest rate | 4.50% | |||
Debt instrument, effective interest rate | 4.50% | |||
Six Dollar General properties | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 0 | 3,674,327 | ||
Contractual interest rate | 4.69% | |||
Debt instrument, effective interest rate | 4.69% | |||
Dollar General Bakersfield property | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 0 | 2,224,418 | ||
Contractual interest rate | 3.65% | |||
Debt instrument, effective interest rate | 3.65% | |||
Dollar General Big Spring property | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 0 | 587,961 | ||
Contractual interest rate | 4.69% | |||
Debt instrument, effective interest rate | 4.69% | |||
Northrop Grumman property | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 0 | 6,925,915 | ||
Contractual interest rate | 3.35% | |||
Debt instrument, effective interest rate | 3.35% | |||
exp US Services | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 0 | 3,255,313 | ||
Contractual interest rate | 4.25% | |||
Debt instrument, effective interest rate | 4.25% | |||
Wyndham property | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 0 | 5,493,000 | ||
Debt instrument, effective interest rate | 4.34% | |||
Wyndham property | LIBOR | ||||
Short Term Debt [LineItems] | ||||
Debt instrument, basis spread on variable rate | 2.05% | |||
Wiiliams Sonoma property | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 0 | 4,344,000 | ||
Debt instrument, effective interest rate | 4.05% | |||
Wiiliams Sonoma property | LIBOR | ||||
Short Term Debt [LineItems] | ||||
Debt instrument, basis spread on variable rate | 2.05% | |||
EMCOR | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 0 | 2,757,943 | ||
Contractual interest rate | 4.36% | |||
Debt instrument, effective interest rate | 4.36% | |||
Husqvarna | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 0 | $ 6,379,182 | ||
Contractual interest rate | 4.60% | |||
Debt instrument, effective interest rate | 4.60% | |||
Husqvarna | Treasury Bill Index | ||||
Short Term Debt [LineItems] | ||||
Debt instrument, basis spread on variable rate | 2.45% | |||
AvAir | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 0 | $ 19,950,000 | ||
Contractual interest rate | 3.80% | |||
Debt instrument, effective interest rate | 3.80% | |||
3M property | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 0 | 8,025,200 | ||
Debt instrument, effective interest rate | 5.09% | |||
3M property | LIBOR | ||||
Short Term Debt [LineItems] | ||||
Debt instrument, basis spread on variable rate | 2.25% | |||
Cummins | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 0 | 8,188,800 | ||
Debt instrument, effective interest rate | 5.16% | |||
Cummins | LIBOR | ||||
Short Term Debt [LineItems] | ||||
Debt instrument, basis spread on variable rate | 2.25% | |||
Levins property | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 0 | 2,654,405 | ||
Contractual interest rate | 3.75% | |||
Debt instrument, effective interest rate | 3.75% | |||
Labcorp | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 0 | 5,308,810 | ||
Contractual interest rate | 3.75% | |||
Debt instrument, effective interest rate | 3.75% | |||
GSA (MSHA) | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 0 | 1,713,196 | ||
Contractual interest rate | 3.65% | |||
Debt instrument, effective interest rate | 3.65% | |||
PreK Education property | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 0 | 4,930,217 | ||
Contractual interest rate | 4.25% | |||
Debt instrument, effective interest rate | 4.25% | |||
Solar Turbines, Amec Foster, ITW Rippey properties | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 0 | 8,986,222 | ||
Contractual interest rate | 3.35% | |||
Debt instrument, effective interest rate | 3.35% | |||
Gap property | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 0 | 3,492,775 | ||
Contractual interest rate | 4.15% | |||
Debt instrument, effective interest rate | 4.15% | |||
L3Harris | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 0 | 6,219,524 | ||
Contractual interest rate | 3.35% | 3.35% | ||
Debt instrument, effective interest rate | 3.35% | |||
L3Harris | Prime Rate | ||||
Short Term Debt [LineItems] | ||||
Debt instrument, basis spread on variable rate | 0.25% | |||
Walgreens property | ||||
Short Term Debt [LineItems] | ||||
Mortgage notes payable | $ 0 | $ 3,067,109 | ||
Contractual interest rate | 4.25% | |||
Debt instrument, effective interest rate | 4.25% |
DEBT - Summary of Mortgage Note
DEBT - Summary of Mortgage Notes Payable (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jan. 18, 2022 | |
Debt Instrument [Line Items] | |||
Total | $ 165,509,220 | ||
Carrying Value | $ 152,223,579 | 44,711,910 | |
Fair Value | 159,241,815 | 42,371,389 | |
Mortgages | |||
Debt Instrument [Line Items] | |||
Total | 152,975,437 | $ 44,734,220 | $ 44,797,120 |
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 ($) | Mar. 31, 2022 | Jan. 18, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Total | $ 165,509,220 | ||
Less deferred financing costs | (2,646,903) | ||
Net principal | 163,060,410 | ||
Mortgages | |||
Debt Instrument [Line Items] | |||
Total | 44,734,220 | $ 44,797,120 | $ 152,975,437 |
Less deferred financing costs | (220,403) | (956,139) | |
Net principal | $ 44,711,910 | 152,223,579 | |
Mortgages | Secured Notes Payable, Real Estate Held-for-sale | |||
Debt Instrument [Line Items] | |||
Total | 22,036,319 | ||
Less deferred financing costs | (336,407) | ||
Net principal | 21,699,912 | ||
Mortgages | Secured Notes Payable, Real Estate Held-for-sale | Accredo | Retail | |||
Debt Instrument [Line Items] | |||
Total | 8,538,000 | ||
Mortgages | Secured Notes Payable, Real Estate Held-for-sale | Omnicare | Retail | |||
Debt Instrument [Line Items] | |||
Total | 4,109,167 | ||
Mortgages | Secured Notes Payable, Real Estate Held-for-sale | Texas Health | Retail | |||
Debt Instrument [Line Items] | |||
Total | 4,284,335 | ||
Mortgages | Secured Notes Payable, Real Estate Held-for-sale | Bon Secours | Retail | |||
Debt Instrument [Line Items] | |||
Total | $ 5,104,817 |
DEBT - Schedule of Term Loan (D
DEBT - Schedule of Term Loan (Details) | Mar. 31, 2022USD ($) |
Line of Credit Facility [Line Items] | |
Less unamortized deferred financing costs | $ (2,646,903) |
Net principal | 163,060,410 |
Term Loan | |
Line of Credit Facility [Line Items] | |
Less unamortized deferred financing costs | (220,403) |
Net principal | 44,711,910 |
Term Loan | Credit Facility | |
Line of Credit Facility [Line Items] | |
Term loan | 100,000,000 |
Less unamortized deferred financing costs | (1,213,250) |
Net principal | $ 98,786,750 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | May 04, 2022 | Apr. 30, 2022 | Mar. 08, 2022USD ($) | Jan. 18, 2022USD ($)loanproperty | Mar. 29, 2021USD ($) | Mar. 31, 2022USD ($)property | Mar. 31, 2021USD ($)property | May 10, 2022USD ($) | Apr. 27, 2022USD ($) | Dec. 31, 2021USD ($)property | Sep. 30, 2021 | Jul. 09, 2021USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Number of real estate properties, held-for-sale | property | 0 | 1 | 4 | |||||||||
Leverage ratio, target | 40.00% | |||||||||||
Repayment of prior year credit facility revolver | $ (8,022,000) | $ 0 | ||||||||||
Current borrowing capacity | 80,800,000 | |||||||||||
Deferred financing costs | 872,527 | $ 100,079 | ||||||||||
KIA Dealership in Carson, California | KIA | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of assumed debt | $ 36,465,449 | |||||||||||
Line of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit, current | $ 155,775,000 | |||||||||||
Commitment fee amount | $ 2,020,000 | |||||||||||
Number of mortgages | loan | 20 | |||||||||||
Principal repayments of mortgage | $ 153,428,764 | |||||||||||
Number of properties | property | 27 | |||||||||||
Number of mortgages | property | 7 | |||||||||||
Line of Credit | Dollar General | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of properties | property | 8 | |||||||||||
Line of Credit | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment of debt | $ 35,000,000 | |||||||||||
Mortgage Notes Payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, term | 5 years | |||||||||||
Mortgage Notes Payable | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 150,000,000 | |||||||||||
Line of credit, current | $ 150,000,000 | 50,000,000 | ||||||||||
Minimum | Credit Facility | Unsecured Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, interest rate during period | 4.75% | |||||||||||
Prime Rate | Credit Facility | Unsecured Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 100.00% | |||||||||||
New Credit Facility | Line of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 22,000,000 | |||||||||||
Payments of debt issuance costs | $ 77,000 | |||||||||||
Unused commitment fee percentage | 0.15% | |||||||||||
Minimum debt service coverage ratio | 125.00% | |||||||||||
Minimum tangible net asset value | $ 120,000,000 | |||||||||||
New Credit Facility | Line of Credit | Revolving Credit Facility, Real Estate Acquisitions | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 17,000,000 | |||||||||||
New Credit Facility | Line of Credit | Revolving Credit Facility, Working Capital | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 5,000,000 | |||||||||||
Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt service coverage ratio, minimum | 0.0150 | |||||||||||
Proceeds from issuance of debt (percent) | 85.00% | |||||||||||
Maximum percentage of current borrowing capacity | 60.00% | |||||||||||
Credit Agreement | Line of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 250,000,000 | |||||||||||
Expiration period | 4 years | |||||||||||
Expiration period, option to extend | 12 months | |||||||||||
Covenant compliance, leverage ratio, actual | 34.00% | |||||||||||
Minimum tangible net worth | $ 208,629,727 | |||||||||||
Maximum leverage ratio | 0.55 | |||||||||||
Option to extend | $ 500,000,000 | |||||||||||
Credit Agreement | Line of Credit | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | 100,000,000 | |||||||||||
Line of credit, current | 55,775,000 | |||||||||||
Credit Agreement | Line of Credit | Revolving Credit Facility | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit, current | $ 14,775,000 | |||||||||||
Credit Agreement | Mortgage Notes Payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | 150,000,000 | |||||||||||
Line of credit, current | $ 100,000,000 | |||||||||||
Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, interest rate at period end | 2.4625% | 1.9625% | ||||||||||
Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Leverage Ratio, Equal To 46% | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, interest rate at period end | 2.1625% | |||||||||||
Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Line of Credit | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 1.65% | |||||||||||
Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Line of Credit | Leverage Ratio, Higher Than 45%, Lower than 50% | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 1.85% | |||||||||||
Credit Agreement | Adjusted Base Rate | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable rate, increase in period | 0.0050 | |||||||||||
Credit Agreement | Adjusted Base Rate | Leverage Ratio, Equal To 46% | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 0.10% |
DEBT - Maturities of Long-term
DEBT - Maturities of Long-term Debt (Details) | Mar. 31, 2022USD ($) |
Debt Instrument [Line Items] | |
April through December 2022 | $ 225,622 |
2023 | 317,575 |
2024 | 12,991,023 |
2025 | 0 |
2026 | 20,775,000 |
2027 | 100,000,000 |
Thereafter | 31,200,000 |
Total principal | 165,509,220 |
Plus unamortized mortgage premium, net of unamortized discount | 198,093 |
Less unamortized deferred financing costs | (2,646,903) |
Net principal | 163,060,410 |
Mortgage Notes Payable | |
Debt Instrument [Line Items] | |
April through December 2022 | 225,622 |
2023 | 317,575 |
2024 | 12,991,023 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 31,200,000 |
Total principal | 44,734,220 |
Plus unamortized mortgage premium, net of unamortized discount | 198,093 |
Less unamortized deferred financing costs | (220,403) |
Net principal | 44,711,910 |
Mortgage Notes Payable | Credit Facility | |
Debt Instrument [Line Items] | |
April through December 2022 | 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 100,000,000 |
Thereafter | 0 |
Total principal | 100,000,000 |
Plus unamortized mortgage premium, net of unamortized discount | 0 |
Less unamortized deferred financing costs | (1,213,250) |
Net principal | 98,786,750 |
Revolving Credit Facility | Credit Facility | |
Debt Instrument [Line Items] | |
April through December 2022 | 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 20,775,000 |
2027 | 0 |
Thereafter | 0 |
Total principal | 20,775,000 |
Plus unamortized mortgage premium, net of unamortized discount | 0 |
Less unamortized deferred financing costs | 0 |
Net principal | $ 20,775,000 |
DEBT - Interest Expense (Detail
DEBT - Interest Expense (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Interest expense | $ 1,568,175 | $ 1,781,136 | |
Unrealized gain on interest rate swap valuation | (788,016) | (427,119) | |
Other | 57,312 | 39,936 | |
Accrued interest payable | $ 56,114 | ||
Credit Facility | |||
Debt Instrument [Line Items] | |||
Interest expense | 590,230 | 78,752 | |
Amortization of deferred financing costs | 100,690 | 21,724 | |
Mortgage Notes Payable | |||
Debt Instrument [Line Items] | |||
Interest expense | 812,718 | 1,833,824 | |
Amortization of deferred financing costs | 7,225 | 111,043 | |
Swap termination costs | 0 | 23,900 | |
Unrealized gain on interest rate swap valuation | $ 0 | $ (328,043) |
INTEREST RATE SWAP DERIVATIVE_2
INTEREST RATE SWAP DERIVATIVES - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2022USD ($)instrument | Mar. 31, 2021USD ($) | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Write-off of unrealized gain on interest rate swaps | $ 788,016 | $ 427,119 |
Rite Aid and Island Pacific | Swap | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative, aggregate cost of hedge | $ 733,000 | |
Dinan Cars [Member] | Swap | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative, aggregate cost of hedge | $ 23,900 | |
Interest Rate Swaps | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Number of mortgage notes payable | instrument | 4 |
INTEREST RATE SWAP DERIVATIVE_3
INTEREST RATE SWAP DERIVATIVES - Derivative Instruments (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)instrument | |
Interest Rate Swaps | |
Receivables with Imputed Interest [Line Items] | |
Number of Instruments | instrument | 4 |
Notional Amount | $ 26,051,000 |
Weighted Average Fixed Pay Rate | 4.51% |
Weighted Average Remaining Term | 2 years |
Minimum | |
Receivables with Imputed Interest [Line Items] | |
Notional Amount | $ 24,935,999 |
LIBOR | Minimum | Interest Rate Swaps | |
Receivables with Imputed Interest [Line Items] | |
Reference Rate | 4.05% |
LIBOR | Maximum | Interest Rate Swaps | |
Receivables with Imputed Interest [Line Items] | |
Reference Rate | 5.16% |
INTEREST RATE SWAP DERIVATIVE_4
INTEREST RATE SWAP DERIVATIVES - Statement of Financial Position (Details) | Mar. 31, 2022USD ($)instrument | Dec. 31, 2021USD ($) |
Derivatives, Fair Value [Line Items] | ||
Fair Value | $ | $ 0 | $ (788,016) |
Interest Rate Swaps | ||
Derivatives, Fair Value [Line Items] | ||
Number of Instruments | instrument | 4 | |
Interest Rate Swaps | Liability | ||
Derivatives, Fair Value [Line Items] | ||
Number of Instruments | instrument | 4 | |
Fair Value | $ | $ (788,016) | |
Interest Rate Swaps | Asset | ||
Derivatives, Fair Value [Line Items] | ||
Number of Instruments | instrument | 0 | |
Fair Value | $ | $ 0 |
PREFERRED STOCK AND COMMON ST_2
PREFERRED STOCK AND COMMON STOCK (Details) - USD ($) | Feb. 15, 2022 | Jan. 18, 2022 | Sep. 17, 2021 | Sep. 14, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Sep. 30, 2021 |
Subsidiary, Sales of Stock [Line Items] | ||||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | |||||||
Preferred stock, shares outstanding (in shares) | 2,000,000 | 2,000,000 | ||||||
Payments of stock issuance costs | $ (189,412) | $ (409,844) | ||||||
Accrued dividends | 3,284,431 | 1,991,676 | ||||||
Proceeds from issuance of common stock, net | 114,500 | $ 1,627,707 | ||||||
Debt issuance costs | $ 2,646,903 | |||||||
Series A Preferred Stock | ||||||||
Subsidiary, Sales of Stock [Line Items] | ||||||||
Preferred stock, shares authorized (in shares) | 2,000,000 | |||||||
Preferred stock, shares issued (in shares) | 2,000,000 | 2,000,000 | ||||||
Preferred stock, liquidation preference per share | $ 25 | |||||||
Sale of stock, price per share | $ 25 | |||||||
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 | |||||||
Cumulative dividends per quarter | $ 0.460938 | |||||||
Dividends, preferred stock | $ 921,875 | |||||||
Series A Preferred Stock | Fourth Quarter 2021 | ||||||||
Subsidiary, Sales of Stock [Line Items] | ||||||||
Dividends, preferred stock | $ 1,065,278 | |||||||
Series A Preferred Stock | Third Quarter 2021 | ||||||||
Subsidiary, Sales of Stock [Line Items] | ||||||||
Dividends, preferred stock | $ 143,403 | |||||||
Accrued dividends | $ 143,403 | |||||||
Series A Preferred Stock | Maximum | ||||||||
Subsidiary, Sales of Stock [Line Items] | ||||||||
Preferred stock, dividend rate, percentage | 9.375% | |||||||
Series A Preferred Stock | Dividend Rate | ||||||||
Subsidiary, Sales of Stock [Line Items] | ||||||||
Preferred stock, dividend rate, percentage | 2.00% | |||||||
Series A Preferred Stock | Primary Offering | ||||||||
Subsidiary, Sales of Stock [Line Items] | ||||||||
Shares sold in offering (in shares) | 1,800,000 | |||||||
Common stock issued, consideration received on transaction | 50,000,000 | |||||||
Issuance of Class C OP Units | $ 47,607,309 | |||||||
Proceeds from issuance of preferred stock and preference stock, prior to other offering costs | $ 48,425,000 | |||||||
Series A Preferred Stock | Over-Allotment Option | ||||||||
Subsidiary, Sales of Stock [Line Items] | ||||||||
Shares sold in offering (in shares) | 200,000 | |||||||
Class C | ||||||||
Subsidiary, Sales of Stock [Line Items] | ||||||||
Debt issuance costs | $ 815,500 | |||||||
Class C | Listed Offering | ||||||||
Subsidiary, Sales of Stock [Line Items] | ||||||||
Shares sold in offering (in shares) | 40,000 | |||||||
Sale of stock, price per share | $ 25 | |||||||
Proceeds from issuance of common stock, net | $ 114,500 | |||||||
Unamortized discount | $ 70,000 |
RELATED PARTY TRANSACTIONS - Bo
RELATED PARTY TRANSACTIONS - Board of Directors Compensation (Details) - Director - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Value of shares issued for services rendered | $ 82,500 | $ 70,000 |
Total | $ 150,000 | $ 70,000 |
Number of shares issued for services rendered (in shares) | 4,599 | 3,040 |
Cash paid for services rendered | ||
Related Party Transaction [Line Items] | ||
Cash paid for services rendered | $ 67,500 | $ 0 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Asset management fee | $ 65,993 | |
Santa Clara | Advisor fees | ||
Related Party Transaction [Line Items] | ||
Amount paid for related party transactions | $ 47,984 | $ 47,984 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
COMMITMENTS AND CONTINGENCIES [Line Items] | ||
Tenant reimbursements | $ 128,538 | $ 189,136 |
Restricted cash | 0 | 2,441,970 |
Building Improvements, Tenant Improvements and Leasing Commissions | ||
COMMITMENTS AND CONTINGENCIES [Line Items] | ||
Restricted cash | $ 0 | $ 2,271,462 |
OPERATING PARTNERSHIP UNITS - N
OPERATING PARTNERSHIP UNITS - Narrative (Details) | Jan. 18, 2022$ / sharesshares | Jan. 25, 2021$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($)shares | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019USD ($)$ / sharesshares | Feb. 01, 2021shares |
Business Acquisition [Line Items] | ||||||||
Net asset value (in usd per share) | $ / shares | $ 30.48 | |||||||
Payments of ordinary dividends | $ | $ 1,418,783 | $ 867,410 | ||||||
KIA | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments of ordinary dividends | $ | 251,539 | |||||||
KIA Dealership in Carson, California | ||||||||
Business Acquisition [Line Items] | ||||||||
Net income (loss) allocated to limited partners | $ | $ (1,928,029) | |||||||
KIA Dealership in Carson, California | KIA | KIA Dealership in Carson, California | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares received, percent of property value | 47.00% | |||||||
Class C | ||||||||
Business Acquisition [Line Items] | ||||||||
Conversion ratio | 1 | |||||||
Class C | KIA Dealership in Carson, California | KIA | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity interest issued and issuable, number of shares (in shares) | 1,312,382 | |||||||
Equity interest issued and issuable (in usd per share) | $ / shares | $ 25 | |||||||
Class C and Class S | ||||||||
Business Acquisition [Line Items] | ||||||||
Net asset value (in usd per share) | $ / shares | $ 17.94 | |||||||
Class M OP Units | ||||||||
Business Acquisition [Line Items] | ||||||||
Conversion ratio | 1.6667 | 1 | 1.6667 | |||||
Net asset value (in usd per share) | $ / shares | $ 29.90 | |||||||
Class P OP Units | ||||||||
Business Acquisition [Line Items] | ||||||||
Other ownership interests, units issued (in shares) | 56,029 | |||||||
Stock compensation expense | $ | $ 88,783 | 88,784 | ||||||
Class P OP Units | Messrs. Halfacre and Pacini | ||||||||
Business Acquisition [Line Items] | ||||||||
Other ownership interests, units issued (in shares) | 29,711 | |||||||
Other ownership interests, capital account | $ | $ 710,268 | $ 1,509,319 | ||||||
Other ownership interests, amortization period | 51 months | |||||||
Class M OP Units and Class P OP Units | Operating Partnership | ||||||||
Business Acquisition [Line Items] | ||||||||
Noncontrolling interest (as a percent) | 11.50% | 13.00% | ||||||
Class R OP Units | ||||||||
Business Acquisition [Line Items] | ||||||||
Conversion ratio | 1 | |||||||
Other ownership interests, capital account | $ | $ 4,067,707 | |||||||
Stock compensation expense | $ | $ 340,582 | $ 445,861 | ||||||
Other ownership interests, units outstanding (in shares) | 360,000 | |||||||
Other ownership interests, earnings per share, diluted, threshold (in usd per share) | $ / shares | $ 1.05 | |||||||
Potential future conversion ratio | 0.4000 | |||||||
Units forfeited (in shares) | 4,333 | 26,657 | ||||||
Cumulative units forfeited (in shares) | 30,990 | |||||||
Class R OP Units | Mr. Halfacre | ||||||||
Business Acquisition [Line Items] | ||||||||
Other ownership interests, units issued (in shares) | 40,000 | |||||||
Other ownership interests, units issued, period | 3 years | |||||||
Class R OP Units | Mr. Pacini | ||||||||
Business Acquisition [Line Items] | ||||||||
Other ownership interests, units issued, period | 3 years | |||||||
Class R OP Units | Employees of Company | ||||||||
Business Acquisition [Line Items] | ||||||||
Other ownership interests, units issued (in shares) | 116,000 | |||||||
Class R OP Units, Future Compensation | Mr. Halfacre | ||||||||
Business Acquisition [Line Items] | ||||||||
Other ownership interests, units issued (in shares) | 170,667 | |||||||
Class R OP Units, Future Compensation | Mr. Pacini | ||||||||
Business Acquisition [Line Items] | ||||||||
Other ownership interests, units issued (in shares) | 33,333 | |||||||
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 | |||||||
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) | 329,010 |
OPERATING PARTNERSHIP UNITS - C
OPERATING PARTNERSHIP UNITS - Class M OP Units Conversion (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($)$ / shares | |
Fiscal Year 2021 | |
Conversion of Stock [Line Items] | |
Early conversion ratio | 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 ratio | 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 ratio | 0.70 |
AUM conversion threshold | $ | $ 1,551 |
AFFO conversion threshold (in usd per share) | $ / shares | $ 2.10 |
Conversion ratio | 3 |
Initial Period | |
Conversion of Stock [Line Items] | |
Conversion ratio | 1.6667 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Computation of EPS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator - Basic: | ||
Net loss | $ (12,073,164) | $ (903,648) |
Net loss attributable to noncontrolling interest in Operating Partnership | 1,928,029 | 0 |
Preferred stock dividends | (921,875) | 0 |
Net loss attributable to common stockholders, diluted | (11,067,010) | (903,648) |
Net income (loss) attributable to common stockholders, basic | $ (11,067,010) | $ (903,648) |
Denominator: | ||
Weighted average shares outstanding - basic (in shares) | 7,533,158 | 7,706,621 |
Weighted-average number of common shares outstanding, diluted (in shares) | 7,533,158 | 7,706,621 |
Earnings (loss) per share - basic (in usd per share) | $ (1.47) | $ (0.12) |
Earnings (loss) per share - diluted (in usd per share) | $ (1.47) | $ (0.12) |
NET LOSS PER SHARE - Narrative
NET LOSS PER SHARE - Narrative (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Securities excluded from the computation of earnings per share (in shares) | 1,347,958 | 1,219,964 |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) | May 10, 2022USD ($) | Apr. 19, 2022USD ($)property | Apr. 15, 2022USD ($) | May 12, 2022USD ($)shares | Mar. 31, 2022USD ($)$ / shares | Mar. 31, 2022USD ($)$ / shares | Apr. 27, 2022USD ($) | Apr. 25, 2022$ / shares | Mar. 18, 2022USD ($)$ / shares | Jan. 18, 2022USD ($) | Dec. 31, 2021USD ($) |
Subsequent Event [Line Items] | |||||||||||
Accrued distributions | $ 1,776,598 | $ 1,776,598 | $ 1,795,303 | ||||||||
Annualized distribution rate (in usd per share) | $ / shares | $ 1.15 | $ 1.15 | |||||||||
Dividends payable, amount per share per month (in usd per share) | $ / shares | $ 0.09583 | ||||||||||
Series A Preferred Stock | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Accrued distributions | $ 921,875 | ||||||||||
Line of Credit | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Line of credit, current | $ 155,775,000 | ||||||||||
Lindsay Precast, LLC | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Operating history of company | 60 years | ||||||||||
Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Daily distribution rate (in usd per share) | $ / shares | $ 0.09583 | ||||||||||
Stock repurchased during period, shares | shares | 100,461 | ||||||||||
Share value repurchased | $ 1,837,865 | ||||||||||
Term of swap agreement | 5 years | ||||||||||
Interest rate | 2.258% | ||||||||||
Subsequent Event | Series A Preferred Stock | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Dividends paid | $ 921,875 | ||||||||||
Subsequent Event | Line of Credit | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Proceeds from credit facility | $ 44,000,000 | ||||||||||
Subsequent Event | Term Loan | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Line of credit, current | $ 150,000,000 | $ 50,000,000 | |||||||||
Maximum borrowing capacity | 150,000,000 | ||||||||||
Subsequent Event | Term Loan | Leverage Ratio, Less Than Or Equal To 40% | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, stated interest rate | 3.858% | ||||||||||
Credit Agreement | Line of Credit | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Maximum borrowing capacity | 250,000,000 | ||||||||||
Credit Agreement | Term Loan | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Line of credit, current | 100,000,000 | ||||||||||
Revolving Credit Facility | Credit Agreement | Line of Credit | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Line of credit, current | 55,775,000 | ||||||||||
Maximum borrowing capacity | $ 100,000,000 | ||||||||||
Revolving Credit Facility | Credit Agreement | Subsequent Event | Line of Credit | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Line of credit, current | 14,775,000 | ||||||||||
Amount available | $ 36,800,000 | ||||||||||
Walgreens | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, stated interest rate | 4.25% | 4.25% | |||||||||
Walgreens | Ten Retail Properties Leased To Walgreen's | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Asset acquisition, consideration transferred, liabilities incurred | $ 56,150,000 | ||||||||||
Lindsay Precast, LLC | Industrial | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Annual rent escalations (percent) | 2.00% | ||||||||||
Property cap rate | 6.65% | ||||||||||
Lindsay Precast, LLC | Subsequent Event | Industrial | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Properties acquired | property | 8 | ||||||||||
Term of contract | 25 years |