Cover
Cover - shares | 3 Months Ended | |
Dec. 31, 2021 | Feb. 01, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 001-33177 | |
Entity Registrant Name | MONMOUTH REAL ESTATE INVESTMENT CORPORATION | |
Entity Central Index Key | 0000067625 | |
Entity Tax Identification Number | 22-1897375 | |
Entity Incorporation, State or Country Code | MD | |
Entity Address, Address Line One | 101 Crawfords Corner Road | |
Entity Address, Address Line Two | Suite 1405 | |
Entity Address, City or Town | Holmdel | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07733 | |
City Area Code | 732 | |
Local Phone Number | 577-9996 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 98,486,382 | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | MNR | |
Security Exchange Name | NYSE | |
6.125% Series C Cumulative Redeemable Preferred Stock [Member] | ||
Title of 12(b) Security | 6.125% Series C Cumulative Redeemable Preferred Stock | |
Trading Symbol | MNR-PC | |
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Real Estate Investments: | ||
Land | $ 282,290 | $ 277,846 |
Buildings and Improvements | 2,059,683 | 2,025,844 |
Total Real Estate Investments | 2,341,973 | 2,303,690 |
Accumulated Depreciation | (359,659) | (345,988) |
Real Estate Investments | 1,982,314 | 1,957,702 |
Cash and Cash Equivalents | 17,713 | 48,618 |
Securities Available for Sale at Fair Value | 160,275 | 143,505 |
Tenant and Other Receivables | 6,567 | 5,083 |
Deferred Rent Receivable | 16,283 | 15,679 |
Prepaid Expenses | 14,475 | 8,502 |
Intangible Assets, net of Accumulated Amortization of $20,272 and $19,669, respectively | 20,873 | 20,959 |
Capitalized Lease Costs, net of Accumulated Amortization of $4,633 and $4,435, respectively | 6,065 | 5,719 |
Financing Costs, net of Accumulated Amortization of $939 and $745, respectively | 1,279 | 991 |
Other Assets | 5,486 | 9,125 |
TOTAL ASSETS | 2,231,330 | 2,215,883 |
Liabilities: | ||
Fixed Rate Mortgage Notes Payable, net of Unamortized Debt Issuance Costs | 808,722 | 832,184 |
Loans Payable | 300,000 | 250,000 |
Accounts Payable and Accrued Expenses | 6,169 | 8,231 |
Other Liabilities | 27,667 | 30,734 |
Total Liabilities | 1,142,558 | 1,121,149 |
COMMITMENTS AND CONTINGENCIES | ||
Shareholders’ Equity: | ||
6.125% Series C Cumulative Redeemable Preferred Stock, $0.01 Par Value Per Share: 26,600 Shares Authorized as of December 31, 2021 and September 30, 2021; 21,986 Shares Issued and Outstanding as of December 31, 2021 and September 30, 2021 | 549,640 | 549,640 |
Common Stock, $0.01 Par Value Per Share: 300,000 Shares Authorized as of December 31, 2021 and September 30, 2021; 98,486 and 98,333 Shares Issued and Outstanding as of December 31, 2021 and September 30, 2021, respectively | 985 | 983 |
Excess Stock, $0.01 Par Value Per Share: 200,000 Shares Authorized as of December 31, 2021 and September 30, 2021; No Shares Issued or Outstanding as of December 31, 2021 and September 30, 2021 | 0 | 0 |
Additional Paid-In Capital | 539,259 | 546,341 |
Accumulated Other Comprehensive Loss | (1,112) | (2,230) |
Undistributed Income | 0 | 0 |
Total Shareholders’ Equity | 1,088,772 | 1,094,734 |
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY | $ 2,231,330 | $ 2,215,883 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Accumulated amortization of intangible assets | $ 20,272 | $ 19,669 |
Accumulated amortization of lease costs | 4,633 | 4,435 |
Accumulated amortization of financing costs | $ 939 | $ 745 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 300,000,000 | 300,000,000 |
Common Stock, shares issued | 98,486,000 | 98,333,000 |
Common Stock, shares outstanding | 98,486,000 | 98,333,000 |
Excess Stock, par value | $ 0.01 | $ 0.01 |
Excess Stock, shares authorized | 200,000,000 | 200,000,000 |
Excess Stock, shares issued | 0 | 0 |
Excess Stock, shares outstanding | 0 | 0 |
Series C Preferred Stock [Member] | ||
Cumulative redeemable preferred, stock dividend rate | 6.125% | 6.125% |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 26,600,000 | 26,600,000 |
Preferred stock, shares issued | 21,986,000 | 21,986,000 |
Preferred stock, shares outstanding | 21,986,000 | 21,986,000 |
Consolidated Statements of Inco
Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME: | ||
Rental Revenue | $ 40,999 | $ 36,846 |
Reimbursement Revenue | 7,475 | 6,737 |
Lease Termination Income | 0 | 377 |
TOTAL INCOME | 48,474 | 43,960 |
EXPENSES: | ||
Real Estate Taxes | 5,956 | 5,318 |
Operating Expenses | 1,762 | 1,736 |
General & Administrative Expenses | 2,442 | 2,272 |
Non-recurring Strategic Alternatives & Proxy Costs | 12,274 | 0 |
Depreciation | 13,728 | 12,078 |
Amortization of Capitalized Lease Costs and Intangible Assets | 894 | 809 |
TOTAL EXPENSES | 37,056 | 22,213 |
OTHER INCOME (EXPENSE): | ||
Dividend Income | 1,729 | 1,607 |
Unrealized Holding Gains Arising During the Periods | 16,508 | 19,721 |
Interest Expense, including Amortization of Financing Costs | (9,822) | (9,159) |
TOTAL OTHER INCOME (EXPENSE) | 8,415 | 12,169 |
NET INCOME ATTRIBUTABLE TO SHAREHOLDERS | 19,833 | 33,916 |
Less: Preferred Dividends | 8,416 | 8,170 |
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ 11,417 | $ 25,746 |
BASIC INCOME – PER SHARE | ||
Net Income Attributable to Shareholders | $ 0.20 | $ 0.34 |
Less: Preferred Dividends | (0.08) | (0.08) |
Net Income Attributable to Common Shareholders – Basic | 0.12 | 0.26 |
DILUTED INCOME – PER SHARE | ||
Net Income Attributable to Shareholders | 0.20 | 0.34 |
Less: Preferred Dividends | (0.08) | (0.08) |
Net Income Attributable to Common Shareholders - Diluted | $ 0.12 | $ 0.26 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (in thousands) | ||
Basic | 98,388 | 98,105 |
Diluted | 98,479 | 98,211 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Net Income Attributable to Shareholders | $ 19,833 | $ 33,916 |
Other Comprehensive Income: | ||
Change in Fair Value of Interest Rate Swap Agreement | 1,118 | 433 |
TOTAL COMPREHENSIVE INCOME | 20,951 | 34,349 |
Less: Preferred Dividends | 8,416 | 8,170 |
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ 12,535 | $ 26,179 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Preferred Stock [Member]Preferred Stock Series C [Member] | Additional Paid-in Capital [Member] | Undistributed Income Loss [Member] | AOCI Attributable to Parent [Member] | Total | |
Beginning balance, value at Sep. 30, 2020 | $ 981 | $ 471,994 | $ 568,998 | $ 0 | $ (4,368) | $ 1,037,605 | |
Shares Issued in Connection with the DRIP (1) | [1] | 1 | 0 | 1,257 | 0 | 0 | 1,258 |
Shares Issued in Connection with At-The-Market Sales Agreement Program of 6.125% Series C Preferred Stock, net of offering costs | 0 | 77,646 | (1,688) | 0 | 0 | 75,958 | |
Stock Compensation Expense | 0 | 0 | 57 | 0 | 0 | 57 | |
Distributions To Common Shareholders | 0 | 0 | 9,075 | (25,746) | 0 | (16,671) | |
Stock Option Exercise | 1 | 0 | 1,565 | 0 | 0 | 1,566 | |
Net Income Attributable to Shareholders | 0 | 0 | 0 | 33,916 | 0 | 33,916 | |
Preferred Dividends ($0.3828125 per share) | 0 | 0 | 0 | (8,170) | 0 | (8,170) | |
Change in Fair Value of Interest Rate Swap Agreement | 0 | 0 | 0 | 0 | 433 | 433 | |
Ending balance, value at Dec. 31, 2020 | 983 | 549,640 | 579,264 | 0 | (3,935) | 1,125,952 | |
Beginning balance, value at Sep. 30, 2021 | 983 | 549,640 | 546,341 | 0 | (2,230) | 1,094,734 | |
Shares Issued in Connection with the DRIP (1) | [1] | 0 | 0 | 3 | 0 | 0 | 3 |
Stock Compensation Expense | 0 | 0 | 94 | 0 | 0 | 94 | |
Distributions To Common Shareholders | 0 | 0 | (6,284) | (11,417) | 0 | (17,701) | |
Stock Option Exercise | 1 | 0 | 662 | 0 | 0 | 663 | |
Shares Withheld for Employee Taxes in Connection with the Net Exercise of Employee Stock Options | 1 | 0 | (1,557) | 0 | 0 | (1,556) | |
Net Income Attributable to Shareholders | 0 | 0 | 0 | 19,833 | 0 | 19,833 | |
Preferred Dividends ($0.3828125 per share) | 0 | 0 | 0 | (8,416) | 0 | (8,416) | |
Change in Fair Value of Interest Rate Swap Agreement | 0 | 0 | 0 | 0 | 1,118 | 1,118 | |
Ending balance, value at Dec. 31, 2021 | $ 985 | $ 549,640 | $ 539,259 | $ 0 | $ (1,112) | $ 1,088,772 | |
[1] | Dividend Reinvestment and Stock Purchase Plan |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Distribution to shareholders per share | $ 0.18 | $ 0.17 |
Preferred Stock, Dividends Per Share | $ 0.3828125 | $ 0.3828125 |
Preferred Stock Series C [Member] | At The Market Offerings [Member] | ||
Preferred Stock, Dividend Rate, Percentage | 6.125% | 6.125% |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Income Attributable to Shareholders | $ 19,833 | $ 33,916 |
Noncash Items Included in Net Income Attributable to Shareholders: | ||
Depreciation & Amortization | 15,050 | 13,217 |
Deferred Straight Line Rent | (617) | (618) |
Stock Compensation Expense | 94 | 57 |
Securities Available for Sale Received as Dividend Income | (262) | (239) |
Unrealized Holding Gains Arising During the Periods | (16,508) | (19,721) |
Changes In: | ||
Tenant & Other Receivables | (1,467) | 1,400 |
Prepaid Expenses | (5,973) | (4,546) |
Other Assets & Capitalized Lease Costs | 730 | 824 |
Accounts Payable, Accrued Expenses & Other Liabilities | (2,487) | 5,402 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 8,393 | 29,692 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of Real Estate & Intangible Assets | (31,812) | (170,568) |
Capital Improvements | (8,500) | (2,256) |
Return of Deposits on Real Estate | 2,200 | 5,000 |
Deposits Paid on Acquisitions of Real Estate | 0 | (1,450) |
Proceeds from Securities Available for Sale Called for Redemption | 0 | 2,500 |
NET CASH USED IN INVESTING ACTIVITIES | (38,112) | (166,774) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net Draws on Loans Payable | 50,000 | 0 |
Proceeds from Fixed Rate Mortgage Notes Payable | 0 | 104,000 |
Principal Payments on Fixed Rate Mortgage Notes Payable | (23,696) | (14,923) |
Financing Costs Paid on Debt | (483) | (569) |
Proceeds from the Exercise of Stock Options | 663 | 1,566 |
Proceeds from At-The-Market 6.125% Series C Preferred Stock, net of offering costs | 0 | 75,958 |
Proceeds from Issuance of Common Stock in the DRIP, net of Dividend Reinvestments | 0 | 237 |
Preferred Dividends Paid | (8,416) | (7,774) |
Payment of Taxes for Shares of Common Stock Withheld for Employee Taxes in Connection with the Net Exercise of Employee Stock Options | (1,556) | 0 |
Common Dividends Paid, net of Reinvestments | (17,698) | (15,650) |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | (1,186) | 142,845 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (30,905) | 5,763 |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 48,618 | 23,517 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | $ 17,713 | $ 29,280 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Preferred Stock Series C [Member] | At The Market Offerings [Member] | ||
Preferred Stock, Dividend Rate, Percentage | 6.125% | 6.125% |
ORGANIZATION AND ACCOUNTING POL
ORGANIZATION AND ACCOUNTING POLICIES | 3 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND ACCOUNTING POLICIES | NOTE 1 – ORGANIZATION AND ACCOUNTING POLICIES Monmouth Real Estate Investment Corporation, a Maryland corporation, together with its consolidated subsidiaries (we, our, us, the Company, Monmouth or MREIC), operates as a real estate investment trust (REIT) deriving its income primarily from real estate rental operations. We were founded in 1968 and are one of the oldest public equity REITs in the world. As of December 31, 2021, we owned 123 25.2 122 24.9 99.7 98.9 7.1 6.69 10.2 As previously announced, on November 5, 2021, we entered into a definitive merger agreement with Industrial Logistics Properties Trust, a Maryland real estate investment trust (“ILPT”), under which, on the terms and subject to the conditions set forth in the merger agreement, ILPT will acquire us in an all-cash transaction, with our common shareholders receiving $ 21.00 25.00 As discussed in Note 10, subsequent to quarter end, on January 28, 2022, we purchased a newly constructed 530,000 square foot industrial building, situated on 53.5 acres, located in the Birmingham, AL Metropolitan Statistical Area (MSA). The building is 100 % net-leased to Mercedes Benz US International, Inc. for 10 years through November 2031 . The property was acquired for a purchase price of $ 51.7 million. Annual rental revenue over the remaining term of the lease averages $ 3.3 million. With the addition of this new acquisition, we currently have 124 properties consisting of 25.7 million rentable square feet which are located in 32 states with a weighted average lease term of 7.2 years and an annualized average base rent per occupied square foot of $ 6.69 . We invest in modern single-tenant, industrial buildings, leased primarily to investment-grade tenants or their subsidiaries on long-term net-leases. Our investments are exclusively situated in the continental United States, and are primarily located in strategic locations that are mission-critical to our tenants’ needs. In many cases our buildings are highly automated in order to better serve the omni-channel distribution networks that have become essential today. Approximately 83 www.standardandpoors.com www.moodys.com Our portfolio of modern, net-leased industrial properties continues to provide shareholders with reliable and predictable income streams. Our resilient high occupancy rates and rent collection results highlight the mission-critical nature of our assets and underscore the essential need for our tenants’ operations. Furthermore, because our weighted average lease term is 7.1 10.7 99.7 99.9 US industrial real estate market conditions are as strong as they have ever been with record high asking rents, a robust development pipeline, and an all-time high occupancy rate of 97 Income Tax We have elected to be taxed as a REIT under Sections 856-860 of the Code, and we intend to maintain our qualification as a REIT. As a qualified REIT, with limited exceptions, we will not be taxed under Federal and certain state income tax laws at the corporate level on taxable income that we distribute to our shareholders. For special tax provisions applicable to REITs, refer to Sections 856-860 of the Code. We are subject to franchise taxes in several of the states in which we own properties. In December 2017, the Tax Cuts and Jobs Act of 2017 (the TCJA), Code Section 199A, was added to the Code and became effective for tax years beginning after December 31, 2017 and before January 1, 2026. Under the TCJA, subject to certain income limitations, individual taxpayers and trusts and estates may deduct 20 We follow the provisions of ASC Topic 740, Income Taxes, that, among other things, defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Based on our evaluation, we determined that we have no uncertain tax positions and no unrecognized tax benefits as of December 31, 2021. We record interest and penalties relating to unrecognized tax benefits, if any, as interest expense. As of December 31, 2021, the fiscal tax years 2018 through and including 2021 remain open to examination by the Internal Revenue Service. There are currently no federal tax examinations in progress. The interim Consolidated Financial Statements furnished herein have been prepared in accordance with Accounting Principles Generally Accepted in the United States of America (U.S. GAAP) applicable to interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation, have been included. Operating results for the three months ended December 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2022. For further information, refer to the Consolidated Financial Statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021. Use of Estimates In preparing the financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), we are required to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates and assumptions. Reclassification Certain prior period amounts in the accompanying Consolidated Financial Statements have been reclassified to conform to the current period’s presentation. Stock Compensation Plan We account for awards of stock, stock options and restricted stock in accordance with ASC 718-10, “Compensation-Stock Compensation.” ASC 718-10 requires that compensation cost for all stock awards be calculated and amortized over the service period (generally equal to the vesting period). The compensation cost for stock option grants is determined using option pricing models, intended to estimate the fair value of the awards at the grant date less estimated forfeitures. The compensation expense for restricted stock is recognized based on the fair value of the restricted stock awards less estimated forfeitures. The fair value of stock awards and restricted stock awards is equal to the fair value of our stock on the grant date. The amortization of compensation costs for the awards of stock, stock option grants and restricted stock are included in General and Administrative Expenses in the accompanying Consolidated Statements of Income and amounted to $ 94,000 57,000 During the three months ended December 31, 2021, the following stock option, which by its terms vests one year after grant date, was granted under our Stock Option Plan: SUMMARY OF STOCK OPTIONS GRANTED DURING PERIOD Date of Grant Number of Employees Number of Shares (in thousands) Option Price Expiration Date 10/1/21 1 65 $ 18.89 10/1/29 During the three months ended December 31, 2020, no stock options were granted. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for the stock option grant in fiscal 2022: SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS Fiscal 2022 Dividend yield 3.81 % Expected volatility 19.66 % Risk-free interest rate 1.26 % Expected lives (years) 8 Estimated forfeitures 0 The weighted average fair value of the option granted during the three months ended December 31, 2021 was $ 2.05 During the three months ended December 31, 2021 and 2020, no 71,000 9.34 662,940 81,819 449,978 13.68 130,000 12.05 1.6 1.1 370,000 2.2 Under the terms of the definitive merger agreement with ILPT, upon closing of the merger, each outstanding stock option, whether vested or unvested and each restricted stock award outstanding will become fully vested and converted into the right to receive, in the case of stock options, the spread between $ 21.00 21.00 21.00 Lease Termination Income Lease Termination Income is recognized in operating revenues when there is a signed termination agreement, all of the conditions of the agreement have been met, the tenant is no longer occupying the property and the termination consideration is probable of collection. Lease termination amounts are paid by tenants who want to terminate their lease obligations before the end of the contractual term of the lease by agreement with us. During the three months ended December 31, 2020, we entered into a lease termination agreement with RGH Enterprises, Inc. (Cardinal Health) for our 75,000 377,000 1.2 November 30, 2021 10.4 The lease agreement with UPS provided for five months of free rent 510,000 6.80 2.0 541,000 7.21 March 31, 2031 This compares to the former U.S GAAP straight-line rent of $574,000, representing $7.65 per square foot and former cash rent of $8.19 per square foot, resulting in a decrease of $33,000, representing a 5.8% decrease on a U.S GAAP straight-line basis and a decrease of 17.0% on a cash basis. The new 10.4 year lease agreement with UPS provided for an additional 9.3 years of lease term versus the old lease with Cardinal Health. Only three of our 123 177,000 36,000 39,000 102,000 1.5 Recent Accounting Pronouncements In April 2020, FASB issued interpretive guidance relating to the accounting for lease concessions provided as a result of the COVID-19 Pandemic that allows entities to treat the concession as if it was a part of the existing contract instead of applying lease modification accounting. This guidance is only applicable to the COVID-19 Pandemic related lease concessions that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. We have elected this option relating to qualifying rent deferral and rent abatement agreements. For qualifying lease modifications with rent deferrals, this results in no change to our revenue recognition but an increase in the lease receivable balance until the deferred rent has been repaid. For qualifying lease modifications that include rent abatement concessions, this results in a direct reduction of rental income in the current period. We do not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying Consolidated Financial Statements. Segment Reporting & Financial Information Our primary business is the ownership and management of real estate properties. We invest in well-located, modern, single-tenant, industrial buildings, leased primarily to investment-grade tenants or their subsidiaries on long-term net-leases. We review operating and financial information for each property on an individual basis and therefore, each property represents an individual operating segment. We evaluate financial performance using Net Operating Income (NOI) from property operations. NOI is a non-GAAP financial measure, which we define as recurring Rental and Reimbursement Revenue, less Real Estate Taxes and Operating Expenses, such as insurance, utilities and repairs and maintenance. We have aggregated the properties into one reportable segment as the properties share similar long-term economic characteristics and have other similarities, including the fact that they are operated as industrial properties subject to long-term net-leases primarily to investment-grade tenants or their subsidiaries. Derivative Instruments and Hedging Activities In the normal course of business, we are exposed to financial market risks, including interest rate risk on our variable rate debt. We attempt to limit these risks by following established risk management policies, procedures and strategies, including the use of derivative financial instruments. Our primary strategy in entering into derivative contracts is to minimize the variability that changes in interest rates could have on our future cash flows. We generally employ derivative instruments that effectively convert a portion of our variable rate debt to fixed rate debt. We do not enter into derivative instruments for speculative purposes. As further described in “Note 5 – Debt”, in November 2019 we entered into an interest rate swap agreement that has the effect of fixing the interest rate on our $ 75.0 The interest rate for borrowings under the Term Loan will at our election, either i) bear interest at LIBOR plus 130 basis points to 200 basis points, depending on our leverage ratio, or ii) bear interest at BMO’s prime lending rate plus 30 basis points to 100 basis points, depending on our leverage ratio. The re-pricing and scheduled maturity dates, payment dates, index and the notional amounts of the interest rate swap agreement coincides with those of the underlying Term Loan. The interest rate swap agreement is net settled monthly. The Company has designated this derivative as a cash flow hedge and has recorded the fair value on the balance sheet in accordance with ASC 815, Derivatives and Hedging (See Note 7 for information on the determination of fair value). The effective portion of the gain or loss on this hedge is reported as a component of Accumulated Other Comprehensive Loss on our Consolidated Balance Sheets. To the extent that the hedging relationship is not effective or does not qualify as a cash flow hedge, the ineffective portion is recorded in interest expense. Hedges that received designated hedge accounting treatment are evaluated for effectiveness at the time that they are designated as well as throughout the hedging period. As of December 31, 2021, the Company has determined that this interest rate swap agreement is highly effective as a cash flow hedge. As a result, the fair value of this derivative of $ 1.1 2.2 1.1 433,000 |
NET INCOME PER SHARE
NET INCOME PER SHARE | 3 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET INCOME PER SHARE | NOTE 2 – NET INCOME PER SHARE Basic Net Income per Common Share is calculated by dividing Net Income Attributable to Common Shareholders by the weighted average number of common shares outstanding during the period. Diluted Net Income per Common Share is calculated by dividing Net Income Attributable to Common Shareholders by the weighted average number of common shares outstanding for the period and, when dilutive, the potential net shares that would be issued upon exercise of stock options pursuant to the treasury stock method. In periods with a net loss, the basic loss per share equals the diluted loss per share as all common stock equivalents are excluded from the per share calculation because they are anti-dilutive. In addition, common stock equivalents of 92,000 106,000 0 65,000 |
REAL ESTATE INVESTMENTS
REAL ESTATE INVESTMENTS | 3 Months Ended |
Dec. 31, 2021 | |
Real Estate [Abstract] | |
REAL ESTATE INVESTMENTS | NOTE 3 – REAL ESTATE INVESTMENTS Acquisitions On October 27, 2021, we purchased a newly constructed 291,000 46.0 100 15 July 2036 30.2 1.7 FedEx Ground Package System, Inc.’s ultimate parent, FedEx Corporation is a publicly-listed company and financial information related to this entity is available at the SEC’s website, www.sec.gov www.sec.gov We evaluated the property acquisition that took place during the three months ended December 31, 2021, to determine whether an integrated set of assets and activities meets the definition of a business, pursuant to ASU 2017-01. Acquisitions that do not meet the definition of a business are accounted for as asset acquisitions. Accordingly, we accounted for the property purchased during fiscal 2022 as an asset acquisition and allocated the total cash consideration, including transaction costs of approximately $ 29,000 SCHEDULE OF PROPERTIES ACQUIRED DURING PERIOD ACCOUNTED FOR ASSET ACQUISITIONS Land $ 2,837 Building 26,850 In-Place Leases 517 The following table summarizes the operating results included in our Consolidated Statements of Income for the property acquired during the three months ended December 31, 2021 (in thousands): SUMMARY OF CONSOLIDATED STATEMENTS OF INCOME FOR PROPERTIES ACQUIRED Three Months Ended 12/31/2021 Rental Revenues $ 312 Net Income Attributable to Common Shareholders 181 Subsequent to quarter end, on January 28, 2022, we purchased a newly constructed 530,000 square foot industrial building, situated on 53.5 acres, located in the Birmingham, AL MSA. The building is 100 % net-leased to Mercedes Benz US International, Inc. for 10 years through November 2031 . The property was acquired for a purchase price of $ 51.7 million. Annual rental revenue over the remaining term of the lease averages $ 3.3 million. Expansions During fiscal 2021, we completed the first phase of a two-phase parking expansion project for FedEx Ground Package System, Inc. at our property located in Olathe (Kansas City), KS. The first phase of this parking expansion project was completed for a total cost of $ 3.4 340,000 2.14 6.83 2.48 7.91 2.1 2.1 2.56 8.15 2.3 185,000 2.53 8.08 2.72 8.67 In addition, the expansion resulted in a new 14.5 May 2031 to May 2036 1.9 During the three months ended December 31, 2021, we completed a parking expansion project for FedEx Ground Package System, Inc. at our property located in Wheeling, IL for a total cost of $ 1.0 105,000 1.27 10.34 1.38 11.19 In addition, the expansion resulted in a new 9.8 May 2027 to August 2031 During the three months ended December 31, 2021, we completed a parking expansion project for FedEx Ground Package System, Inc. at our property located in Sauget (St. Louis, MO), IL for a total cost of $ 3.8 346,000 1.04 5.21 1.38 6.95 In addition, the expansion resulted in a new 13.8 May 2029 to August 2035 3.7 During the three months ended December 31, 2021, we completed a parking expansion project for FedEx Ground Package System, Inc. at our property located in Orion, MI for a total cost of $ 6.5 651,000 1.91 7.77 2.56 10.42 In addition, the expansion resulted in a new 9.9 June 2023 to October 2031 The four parking expansions completed this quarter, as described above, totaled $ 13.7 1.3 6.7 31.4 Due to the proliferation of ecommerce sales and last mile deliveries, it is important to take into account the large amounts of real estate utilized for trailer, van, and car parking at many of our properties in determining how our in-place rental rates compare to market rental rates for properties being used in a similar manner. Rents per square foot on properties that may be nearby, but have only limited acreage devoted to parking, are poor comparisons as they cannot accommodate the same tenant needs. Proforma information The following unaudited pro-forma condensed financial information has been prepared utilizing our historical financial statements and the effect of additional revenue and expenses generated from properties acquired and expanded through December 31, 2021, and during fiscal 2021, assuming that the property acquisitions and completed expansions had occurred as of October 1, 2020, after giving effect to certain adjustments including: (a) Rental Revenue adjustments resulting from the straight-lining of scheduled rent increases, (b) Interest Expense resulting from the assumed increase in Fixed Rate Mortgage Notes Payable and Loans Payable related to the new acquisitions, and (c) Depreciation Expense related to the new acquisitions and expansions. Furthermore, the net proceeds raised from our Dividend Reinvestment and Stock Purchase Plan (the DRIP) were used to fund property acquisitions and expansions and therefore, the weighted average shares outstanding used in calculating the pro-forma Basic and Diluted Net Income (Loss) per Share Attributable to Common Shareholders has been adjusted to account for the increase in shares issued pursuant to the DRIP, as if all such shares have been issued on October 1, 2020. Additionally, the net proceeds raised from the issuance of additional shares of our 6.125 0.01 6.125 SCHEDULE OF PRO FORMA INFORMATION Three Months Ended ( in thousands, except per share amounts 12/31/2021 12/31/2020 As Reported Pro-forma As Reported Pro-forma Rental Revenue $ 40,999 $ 41,302 $ 36,846 $ 40,987 Net Income Attributable to Common Shareholders $ 11,417 $ 11,388 $ 25,746 $ 26,059 Basic and Diluted Net Income per Share Attributable to Common Shareholders $ 0.12 $ 0.12 $ 0.26 $ 0.26 Tenant Concentration We have a concentration of properties leased to FedEx Corporation (FDX) and FDX subsidiaries, consisting of 66 separate stand-alone leases covering 11.9 11.2 8.1 47 4 43 46 5 41 As of December 31, 2021, the only tenants, other than FDX and its subsidiaries, that leased 5% or more of our total square footage were subsidiaries of Amazon.com, Inc (Amazon), which consists of five separate stand-alone leases for properties located in four different states, containing 1.5 6% of our total leasable square feet Annualized Rental and Reimbursement Revenue from FDX and its subsidiaries is estimated to be approximately 57 4 53 57 5 52 The only tenants, other than FDX and its subsidiaries, that we estimate will comprise 5% or more of our total Rental and Reimbursement Revenue for fiscal 2022 are subsidiaries of Amazon, which is estimated to be 6% of our Annualized Rental and Reimbursement Revenue for fiscal 2022 and was 6% for of our Annualized Rental and Reimbursement Revenue for fiscal 2021 FDX and Amazon are publicly-listed companies and financial information related to these entities are available at the SEC’s website, www.sec.gov www.standardandpoors.com www.moodys.com |
SECURITIES AVAILABLE FOR SALE A
SECURITIES AVAILABLE FOR SALE AT FAIR VALUE | 3 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
SECURITIES AVAILABLE FOR SALE AT FAIR VALUE | NOTE 4 – SECURITIES AVAILABLE FOR SALE AT FAIR VALUE Our Securities Available for Sale at Fair Value consists primarily of marketable common and preferred stock of other REITs with a fair value of $ 160.3 5 2.6 160.3 6.2 We recognized dividend income on our investments in securities of $ 1.7 1.4 15.1 38.0 151 5.3 As of December 31, 2021, we had total net unrealized holding losses on our securities portfolio of $ 60.1 16.5 |
DEBT
DEBT | 3 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 5 – DEBT For the three months ended December 31, 2021 and 2020, amortization of financing costs included in interest expense was $ 428,000 331,000 As of December 31, 2021, we owned 123 properties, of which 59 carried Fixed Rate Mortgage Notes Payable with outstanding principal balances totaling $ 815.9 SUMMARY OF FIXED RATE MORTGAGE NOTES PAYABLE 12/31/2021 9/30/2021 Amount Weighted Average Interest Rate (1) Amount Weighted Average Interest Rate (1) Fixed Rate Mortgage Notes Payable $ 815,925 3.85 % $ 839,622 3.86 % Debt Issuance Costs $ 12,434 $ 12,643 Accumulated Amortization of Debt Issuance Costs (5,231 ) (5,205 ) Unamortized Debt Issuance Costs $ 7,203 $ 7,438 Fixed Rate Mortgage Notes Payable, net of Unamortized Debt Issuance Costs $ 808,722 $ 832,184 (1) Weighted average interest rate excludes amortization of debt issuance costs. As of December 31, 2021, interest payable on these mortgages were at fixed rates ranging from 2.95 6.75 3.85 3.86 3.88 10.7 10.9 11.5 On November 1, 2021, we fully repaid a $ 7.3 5.5 On December 15, 2021, we entered into a New Term Loan Agreement (the “New Term Loan”), that provides for a $ 175.0 million, unsecured, delayed-draw term loan facility. The borrowings under the New Term Loan will at our election, either i) bear interest at LIBOR plus 130 basis points to 200 basis points, depending on our leverage ratio, or (ii) bear interest at the Federal Reserve Board’s Prime Rate plus 30 basis points to 100 basis points, depending on our leverage ratio. The New Term Loan matures on June 15, 2022 with two options to extend for additional three-month periods. Availability under the New Term Loan is limited to 60% of the value of the unencumbered real estate properties. The value of the borrowing base properties is determined by applying a capitalization rate to the NOI generated by our unencumbered, wholly-owned industrial properties. Under the New Term Loan the capitalization rate applied to our NOI generated by our unencumbered, wholly-owned industrial properties is 6.25%. Currently, our borrowings bear interest at LIBOR plus 140 basis points, which results in an interest rate of 1.51% Subsequent to the quarter end, on January 28, 2022 we drew down $ 60.0 million, resulting in $ 115.0 million being currently available. Our existing line of credit facility (the “Facility”), entered into on November 15, 2019, consists of a $ 225.0 75.0 300.0 400.0 January 2024 with two options to extend for additional six-month periods Availability under the Facility is limited to 60% of the value of the borrowing base properties. The value of the borrowing base properties is determined by applying a capitalization rate to the NOI generated by our unencumbered, wholly-owned industrial properties. Under the Facility the capitalization rate applied to our NOI generated by our unencumbered, wholly-owned industrial properties is 6.25% LIBOR plus 135 basis points to 205 basis points Bank of Montreal’s (BMO) prime lending rate plus 35 basis points to 105 basis points LIBOR plus 145 basis points 1.54 225.0 75.0 January 2025 The interest rate for borrowings under the Term Loan will at our election, either i) bear interest at LIBOR plus 130 basis points to 200 basis points, depending on our leverage ratio, or ii) bear interest at BMO’s prime lending rate plus 30 basis points to 100 basis points, depending on our leverage ratio. To reduce floating interest rate exposure under the Term Loan, we also entered into an interest rate swap agreement to fix LIBOR on the entire $75.0 million for the full duration of the Term Loan resulting in an all-in rate of 2.92 From time to time we may use a margin loan for temporary funding of acquisitions and for working capital purposes. This loan is due on demand and is collateralized by our securities portfolio. We must maintain a coverage ratio of approximately 50 0.75 no As noted in Note 9, in the absence of waivers or consents from holders of our indebtedness, which we, in consultation with ILPT, are currently seeking, the consummation of our merger with ILPT and resulting “change of control” is expected to result in a default or similar event under substantially all of our outstanding indebtedness, permitting the holders of such indebtedness to accelerate such indebtedness and demand immediate repayment at par, together with the applicable “make-whole” premium, if any, following the merger. |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 3 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 6 – SHAREHOLDERS’ EQUITY Our authorized stock as of December 31, 2021 consisted of 300.0 98.5 26.6 6.125 22.0 200.0 0.01 none Common Stock During the three months ended December 31, 2021, we paid $ 17.7 0.18 On January 14, 2021, our Board of Directors approved a 5.9 0.18 0.17 0.72 20 Our Common Stock Repurchase Program (the “Program”) authorizes us to purchase up to $ 50.0 45.7 6.125% Series C Cumulative Redeemable Preferred Stock During the three months ended December 31, 2021, we paid $ 8.4 0.3828125 6.125 2.8 6.125 1.53125 The 6.125% Series C Preferred Stock has no maturity date and will remain outstanding indefinitely unless redeemed or otherwise repurchased. Currently, the 6.125% Series C Preferred Stock is redeemable in whole, or in part, at our option, at a cash redemption price of $25.00 per share, plus all accrued and unpaid dividends (whether or not declared) to, but not including, the date of redemption. Under the terms of our merger agreement with ILPT, upon closing of the merger, each holder of our 6.125% Series C Preferred Stock, will receive $ 25.00 As of December 31, 2021, 22.0 6.125 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 7 - FAIR VALUE MEASUREMENTS We follow ASC 825, Financial Instruments, for financial assets and liabilities recognized at fair value on a recurring basis. We measure certain financial assets and liabilities at fair value on a recurring basis, including Securities Available for Sale at Fair Value. Our financial assets consist mainly of marketable REIT securities. The fair value of these financial assets was determined using the following inputs at December 31, 2021 and September 30, 2021 (in thousands): SUMMARY OF FAIR VALUE OF FINANCIAL ASSETS Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) As of December 31, 2021: Equity Securities – Preferred Stock $ 3,738 $ 3,738 $ 0 $ 0 Equity Securities – Common Stock 156,536 156,536 0 0 Mortgage Backed Securities 1 1 0 0 Interest Rate Swap (1,112 ) 0 (1,112 ) 0 Total Securities Available for Sale at Fair Value $ 159,163 $ 160,275 $ (1,112 ) $ 0 As of September 30, 2021: Equity Securities – Preferred Stock $ 5,750 $ 5,750 $ 0 $ 0 Equity Securities – Common Stock 137,754 137,754 0 0 Mortgage Backed Securities 1 1 0 0 Interest Rate Swap (2,230 ) 0 (2,230 ) 0 Total Securities Available for Sale at Fair Value $ 141,275 $ 143,505 $ (2,230 ) $ 0 In addition to our investments in Securities Available for Sale at Fair Value, we are required to disclose certain information about fair values of other financial instruments. Estimates of fair value are made at a specific point in time based upon, where available, relevant market prices and information about the financial instrument. Such estimates do not include any premium or discount that could result from offering for sale at one time our entire holdings of financial instruments. For a portion of our other financial instruments, no quoted market value exists. Therefore, estimates of fair value are necessarily based on a number of significant assumptions, many of which involve events outside the control of management. Such assumptions include assessments of current economic conditions, perceived risks associated with these financial instruments and their counterparties; future expected loss experience and other factors. Given the uncertainties surrounding these assumptions, the reported fair values represent estimates only, and therefore cannot be compared to the historical accounting model. The use of different assumptions or methodologies is likely to result in significantly different fair value estimates. The fair value of Cash and Cash Equivalents approximates their current carrying amounts since all such items are short term in nature. The fair value of variable rate Loans Payable approximates their current carrying amounts, since such amounts payable are at approximately a weighted average current market rate of interest. The estimated fair value of Fixed Rate Mortgage Notes Payable is based on discounting the future cash flows at a yearend risk adjusted borrowing rate currently available to us for issuance of debt with similar terms and remaining maturities. These fair value measurements fall within level 2 of the fair value hierarchy. At December 31, 2021, the Fixed Rate Mortgage Notes Payable fair value (estimated based upon expected cash outflows discounted at current market rates) amounted to $ 860.5 815.9 |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 3 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | NOTE 8 - SUPPLEMENTAL CASH FLOW INFORMATION Cash paid for interest during the three months ended December 31, 2021 and 2020 was $ 9.8 8.8 Since the start of our strategic alternative process in early 2021, the DRIP program has been suspended and therefore, during the three months ended December 31, 2021, we had no 1.0 |
CONTINGENCIES, COMMITMENTS AND
CONTINGENCIES, COMMITMENTS AND LEGAL MATTERS | 3 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES, COMMITMENTS AND LEGAL MATTERS | NOTE 9 – CONTINGENCIES, COMMITMENTS AND LEGAL MATTERS In addition to the property purchased subsequent to the quarter end, as described in Note 10, we have entered into agreements to purchase two, new build-to-suit, industrial buildings that are currently being developed in Georgia and Texas, totaling 563,000 15 78.8 www.sec.gov www.sec.gov In addition to the four recently completed FedEx Ground parking expansion projects, as described in Note 3, we have several FedEx Ground parking expansion projects in progress with more under discussion. Currently there are six parking expansion projects underway, which we expect to cost approximately $ 31.4 As described in Note 6, pursuant to our merger agreement with ILPT, upon consummation of the pending merger, the 22.0 million outstanding shares of our 6.125 % Series C Preferred Stock will be extinguished and the holders of such shares will receive $ 25.00 In addition, in the absence of waivers or consents from holders of our indebtedness, which we, in consultation with ILPT, are currently seeking, the consummation of the merger with ILPT and resulting “change of control” is expected to result in a default or similar event under substantially all of our outstanding indebtedness, permitting the holders of such indebtedness to accelerate such indebtedness and demand immediate repayment at par, together with the applicable “make-whole” premium, if any, following the merger. Consummation of the merger will also result in the vesting of unvested equity awards held by certain executive officers, directors and employees and the payment of amounts provided for under change of control or similar agreements or arrangements with certain executive officers, directors and employees. Information about amounts payable to our executive officers, directors and employees in connection with the merger is contained in the definitive proxy statement we filed with the SEC on December 21, 2021 in connection with the merger. We and the members of our Board of Directors are defendants in several lawsuits filed by purported shareholders whereby they allege, among other things, that we and our directors violated the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by causing the filing of a proxy statement with the SEC relating to the proposed merger with ILPT that misstates or omits certain allegedly material information. We and the members of our Board of Directors are also defendants in a purported class action lawsuit filed by a purported shareholder that alleges, among other things, that the defendants violated fiduciary duties by misrepresenting or omitting allegedly material information in the proxy statement relating to the proposed merger with ILPT and seeks attorneys’ fees and expenses in connection with disclosures related to a previous merger agreement we had entered into with another party which was terminated after it failed to receive approval from our shareholders. We believe that the claims asserted in these lawsuits are without merit. We intend to vigorously defend against these actions. However, litigation is inherently uncertain and there can be no assurance regarding the likelihood that the defense of the actions will be successful. On November 4, 2021, we entered into a Release and Settlement Agreement with our former general counsel and Blackwells Capital LLC (“Blackwells”) resolving legal proceedings that we had commenced against our former general counsel and Blackwells in the Superior Court of New Jersey relating to, among other things, our former general counsel having been named as a nominee of Blackwells for election to our Board of Directors at our 2021 annual meeting, and also resolving our former general counsel’s counterclaim against us seeking indemnification and advancement of expenses. In connection with the settlement, the parties exchanged mutual releases, whereby, among other things, Blackwells agreed to release claims, including those it had previously demanded that we assert against the members of our Board for alleged breach of their legal duties relating to the Board’s rejection of an unsolicited acquisition offer that we received from Blackwells in December 2020 and subsequent actions taken by the Board in connection with its review of strategic alternatives in fiscal 2021. In addition, the parties agreed to mutual partial reimbursement of litigation expenses, with net reimbursement payment by us to Blackwells of $ 4 Simultaneous with the Release and Settlement Agreement, we and Blackwells entered into a Cooperation Agreement that, among other things, resolved a potential proxy contest to elect directors at our 2021 annual meeting of shareholders (the “2021 Annual Meeting”). Under the Cooperation Agreement, Blackwells also agreed, among other things, to withdraw its slate of proposed nominees and various shareholder proposals for consideration at the 2021 Annual Meeting and committed to vote all its shares of our common stock at each annual and special meeting of shareholders until December 31, 2029 in favor of all of the Board’s director nominees and in support of all Board-recommended proposals. Blackwells also agreed to comply with certain additional standstill, non-disparagement and affirmative solicitation commitments and terms through December 31, 2029. The Cooperation Agreement also provides for us to provide partial expense reimbursement to Blackwells of $ 3.85 From time to time, we may be subject to claims and litigation in the ordinary course of business. We do not believe that any such claim or litigation will have a material adverse effect on the Consolidated Balance Sheets or results of operations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS Subsequent to quarter end, on January 28, 2022, we purchased a newly constructed 530,000 square foot industrial building, situated on 53.5 acres, located in the Birmingham, AL MSA. The building is 100% net-leased to Mercedes Benz US International, Inc. for 10 years through November 2031 . The property was acquired for a purchase price of $ 51.7 million. Annual rental revenue over the remaining term of the lease averages $ 3.3 million. Subsequent to the quarter end, on January 28, 2022 we drew down $ 60.0 million from our New Term Loan, resulting in $ 115.0 million being currently available. |
ORGANIZATION AND ACCOUNTING P_2
ORGANIZATION AND ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Income Tax | Income Tax We have elected to be taxed as a REIT under Sections 856-860 of the Code, and we intend to maintain our qualification as a REIT. As a qualified REIT, with limited exceptions, we will not be taxed under Federal and certain state income tax laws at the corporate level on taxable income that we distribute to our shareholders. For special tax provisions applicable to REITs, refer to Sections 856-860 of the Code. We are subject to franchise taxes in several of the states in which we own properties. In December 2017, the Tax Cuts and Jobs Act of 2017 (the TCJA), Code Section 199A, was added to the Code and became effective for tax years beginning after December 31, 2017 and before January 1, 2026. Under the TCJA, subject to certain income limitations, individual taxpayers and trusts and estates may deduct 20 We follow the provisions of ASC Topic 740, Income Taxes, that, among other things, defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Based on our evaluation, we determined that we have no uncertain tax positions and no unrecognized tax benefits as of December 31, 2021. We record interest and penalties relating to unrecognized tax benefits, if any, as interest expense. As of December 31, 2021, the fiscal tax years 2018 through and including 2021 remain open to examination by the Internal Revenue Service. There are currently no federal tax examinations in progress. The interim Consolidated Financial Statements furnished herein have been prepared in accordance with Accounting Principles Generally Accepted in the United States of America (U.S. GAAP) applicable to interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation, have been included. Operating results for the three months ended December 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2022. For further information, refer to the Consolidated Financial Statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021. |
Use of Estimates | Use of Estimates In preparing the financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), we are required to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates and assumptions. |
Reclassification | Reclassification Certain prior period amounts in the accompanying Consolidated Financial Statements have been reclassified to conform to the current period’s presentation. |
Stock Compensation Plan | Stock Compensation Plan We account for awards of stock, stock options and restricted stock in accordance with ASC 718-10, “Compensation-Stock Compensation.” ASC 718-10 requires that compensation cost for all stock awards be calculated and amortized over the service period (generally equal to the vesting period). The compensation cost for stock option grants is determined using option pricing models, intended to estimate the fair value of the awards at the grant date less estimated forfeitures. The compensation expense for restricted stock is recognized based on the fair value of the restricted stock awards less estimated forfeitures. The fair value of stock awards and restricted stock awards is equal to the fair value of our stock on the grant date. The amortization of compensation costs for the awards of stock, stock option grants and restricted stock are included in General and Administrative Expenses in the accompanying Consolidated Statements of Income and amounted to $ 94,000 57,000 During the three months ended December 31, 2021, the following stock option, which by its terms vests one year after grant date, was granted under our Stock Option Plan: SUMMARY OF STOCK OPTIONS GRANTED DURING PERIOD Date of Grant Number of Employees Number of Shares (in thousands) Option Price Expiration Date 10/1/21 1 65 $ 18.89 10/1/29 During the three months ended December 31, 2020, no stock options were granted. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for the stock option grant in fiscal 2022: SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS Fiscal 2022 Dividend yield 3.81 % Expected volatility 19.66 % Risk-free interest rate 1.26 % Expected lives (years) 8 Estimated forfeitures 0 The weighted average fair value of the option granted during the three months ended December 31, 2021 was $ 2.05 During the three months ended December 31, 2021 and 2020, no 71,000 9.34 662,940 81,819 449,978 13.68 130,000 12.05 1.6 1.1 370,000 2.2 Under the terms of the definitive merger agreement with ILPT, upon closing of the merger, each outstanding stock option, whether vested or unvested and each restricted stock award outstanding will become fully vested and converted into the right to receive, in the case of stock options, the spread between $ 21.00 21.00 21.00 |
Lease Termination Income | Lease Termination Income Lease Termination Income is recognized in operating revenues when there is a signed termination agreement, all of the conditions of the agreement have been met, the tenant is no longer occupying the property and the termination consideration is probable of collection. Lease termination amounts are paid by tenants who want to terminate their lease obligations before the end of the contractual term of the lease by agreement with us. During the three months ended December 31, 2020, we entered into a lease termination agreement with RGH Enterprises, Inc. (Cardinal Health) for our 75,000 377,000 1.2 November 30, 2021 10.4 The lease agreement with UPS provided for five months of free rent 510,000 6.80 2.0 541,000 7.21 March 31, 2031 This compares to the former U.S GAAP straight-line rent of $574,000, representing $7.65 per square foot and former cash rent of $8.19 per square foot, resulting in a decrease of $33,000, representing a 5.8% decrease on a U.S GAAP straight-line basis and a decrease of 17.0% on a cash basis. The new 10.4 year lease agreement with UPS provided for an additional 9.3 years of lease term versus the old lease with Cardinal Health. Only three of our 123 177,000 36,000 39,000 102,000 1.5 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In April 2020, FASB issued interpretive guidance relating to the accounting for lease concessions provided as a result of the COVID-19 Pandemic that allows entities to treat the concession as if it was a part of the existing contract instead of applying lease modification accounting. This guidance is only applicable to the COVID-19 Pandemic related lease concessions that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. We have elected this option relating to qualifying rent deferral and rent abatement agreements. For qualifying lease modifications with rent deferrals, this results in no change to our revenue recognition but an increase in the lease receivable balance until the deferred rent has been repaid. For qualifying lease modifications that include rent abatement concessions, this results in a direct reduction of rental income in the current period. We do not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying Consolidated Financial Statements. |
Segment Reporting & Financial Information | Segment Reporting & Financial Information Our primary business is the ownership and management of real estate properties. We invest in well-located, modern, single-tenant, industrial buildings, leased primarily to investment-grade tenants or their subsidiaries on long-term net-leases. We review operating and financial information for each property on an individual basis and therefore, each property represents an individual operating segment. We evaluate financial performance using Net Operating Income (NOI) from property operations. NOI is a non-GAAP financial measure, which we define as recurring Rental and Reimbursement Revenue, less Real Estate Taxes and Operating Expenses, such as insurance, utilities and repairs and maintenance. We have aggregated the properties into one reportable segment as the properties share similar long-term economic characteristics and have other similarities, including the fact that they are operated as industrial properties subject to long-term net-leases primarily to investment-grade tenants or their subsidiaries. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities In the normal course of business, we are exposed to financial market risks, including interest rate risk on our variable rate debt. We attempt to limit these risks by following established risk management policies, procedures and strategies, including the use of derivative financial instruments. Our primary strategy in entering into derivative contracts is to minimize the variability that changes in interest rates could have on our future cash flows. We generally employ derivative instruments that effectively convert a portion of our variable rate debt to fixed rate debt. We do not enter into derivative instruments for speculative purposes. As further described in “Note 5 – Debt”, in November 2019 we entered into an interest rate swap agreement that has the effect of fixing the interest rate on our $ 75.0 The interest rate for borrowings under the Term Loan will at our election, either i) bear interest at LIBOR plus 130 basis points to 200 basis points, depending on our leverage ratio, or ii) bear interest at BMO’s prime lending rate plus 30 basis points to 100 basis points, depending on our leverage ratio. The re-pricing and scheduled maturity dates, payment dates, index and the notional amounts of the interest rate swap agreement coincides with those of the underlying Term Loan. The interest rate swap agreement is net settled monthly. The Company has designated this derivative as a cash flow hedge and has recorded the fair value on the balance sheet in accordance with ASC 815, Derivatives and Hedging (See Note 7 for information on the determination of fair value). The effective portion of the gain or loss on this hedge is reported as a component of Accumulated Other Comprehensive Loss on our Consolidated Balance Sheets. To the extent that the hedging relationship is not effective or does not qualify as a cash flow hedge, the ineffective portion is recorded in interest expense. Hedges that received designated hedge accounting treatment are evaluated for effectiveness at the time that they are designated as well as throughout the hedging period. As of December 31, 2021, the Company has determined that this interest rate swap agreement is highly effective as a cash flow hedge. As a result, the fair value of this derivative of $ 1.1 2.2 1.1 433,000 |
ORGANIZATION AND ACCOUNTING P_3
ORGANIZATION AND ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUMMARY OF STOCK OPTIONS GRANTED DURING PERIOD | During the three months ended December 31, 2021, the following stock option, which by its terms vests one year after grant date, was granted under our Stock Option Plan: SUMMARY OF STOCK OPTIONS GRANTED DURING PERIOD Date of Grant Number of Employees Number of Shares (in thousands) Option Price Expiration Date 10/1/21 1 65 $ 18.89 10/1/29 |
SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS | The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for the stock option grant in fiscal 2022: SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS Fiscal 2022 Dividend yield 3.81 % Expected volatility 19.66 % Risk-free interest rate 1.26 % Expected lives (years) 8 Estimated forfeitures 0 |
REAL ESTATE INVESTMENTS (Tables
REAL ESTATE INVESTMENTS (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Real Estate [Abstract] | |
SCHEDULE OF PROPERTIES ACQUIRED DURING PERIOD ACCOUNTED FOR ASSET ACQUISITIONS | SCHEDULE OF PROPERTIES ACQUIRED DURING PERIOD ACCOUNTED FOR ASSET ACQUISITIONS Land $ 2,837 Building 26,850 In-Place Leases 517 |
SUMMARY OF CONSOLIDATED STATEMENTS OF INCOME FOR PROPERTIES ACQUIRED | The following table summarizes the operating results included in our Consolidated Statements of Income for the property acquired during the three months ended December 31, 2021 (in thousands): SUMMARY OF CONSOLIDATED STATEMENTS OF INCOME FOR PROPERTIES ACQUIRED Three Months Ended 12/31/2021 Rental Revenues $ 312 Net Income Attributable to Common Shareholders 181 |
SCHEDULE OF PRO FORMA INFORMATION | SCHEDULE OF PRO FORMA INFORMATION Three Months Ended ( in thousands, except per share amounts 12/31/2021 12/31/2020 As Reported Pro-forma As Reported Pro-forma Rental Revenue $ 40,999 $ 41,302 $ 36,846 $ 40,987 Net Income Attributable to Common Shareholders $ 11,417 $ 11,388 $ 25,746 $ 26,059 Basic and Diluted Net Income per Share Attributable to Common Shareholders $ 0.12 $ 0.12 $ 0.26 $ 0.26 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SUMMARY OF FIXED RATE MORTGAGE NOTES PAYABLE | SUMMARY OF FIXED RATE MORTGAGE NOTES PAYABLE 12/31/2021 9/30/2021 Amount Weighted Average Interest Rate (1) Amount Weighted Average Interest Rate (1) Fixed Rate Mortgage Notes Payable $ 815,925 3.85 % $ 839,622 3.86 % Debt Issuance Costs $ 12,434 $ 12,643 Accumulated Amortization of Debt Issuance Costs (5,231 ) (5,205 ) Unamortized Debt Issuance Costs $ 7,203 $ 7,438 Fixed Rate Mortgage Notes Payable, net of Unamortized Debt Issuance Costs $ 808,722 $ 832,184 (1) Weighted average interest rate excludes amortization of debt issuance costs. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
SUMMARY OF FAIR VALUE OF FINANCIAL ASSETS | SUMMARY OF FAIR VALUE OF FINANCIAL ASSETS Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) As of December 31, 2021: Equity Securities – Preferred Stock $ 3,738 $ 3,738 $ 0 $ 0 Equity Securities – Common Stock 156,536 156,536 0 0 Mortgage Backed Securities 1 1 0 0 Interest Rate Swap (1,112 ) 0 (1,112 ) 0 Total Securities Available for Sale at Fair Value $ 159,163 $ 160,275 $ (1,112 ) $ 0 As of September 30, 2021: Equity Securities – Preferred Stock $ 5,750 $ 5,750 $ 0 $ 0 Equity Securities – Common Stock 137,754 137,754 0 0 Mortgage Backed Securities 1 1 0 0 Interest Rate Swap (2,230 ) 0 (2,230 ) 0 Total Securities Available for Sale at Fair Value $ 141,275 $ 143,505 $ (2,230 ) $ 0 |
SUMMARY OF STOCK OPTIONS GRANTE
SUMMARY OF STOCK OPTIONS GRANTED DURING PERIOD (Details) - Employee Stock Option One [Member] shares in Thousands | 3 Months Ended |
Dec. 31, 2021Employee$ / sharesshares | |
Option Indexed to Issuer's Equity [Line Items] | |
Date of Grant | Oct. 1, 2021 |
Number of Employees | Employee | 1 |
Number of Shares (in thousands) | shares | 65 |
Option Price | $ / shares | $ 18.89 |
Expiration Date | Oct. 1, 2029 |
SCHEDULE OF STOCK OPTIONS, VALU
SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS (Details) | 3 Months Ended |
Dec. 31, 2021shares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Dividend yield | 3.81% |
Expected volatility | 19.66% |
Risk-free interest rate | 1.26% |
Expected lives (years) | 8 years |
Estimated forfeitures | 0 |
ORGANIZATION AND ACCOUNTING P_4
ORGANIZATION AND ACCOUNTING POLICIES (Details Narrative) | Jan. 28, 2022USD ($)aft²Properties$ / shares | Dec. 31, 2021USD ($)ft²Properties$ / sharesshares | Dec. 31, 2020USD ($)ft²$ / sharesshares | Nov. 05, 2021$ / shares | Sep. 30, 2021USD ($)ft²Properties | Nov. 30, 2019USD ($) | Nov. 15, 2019USD ($) |
Real Estate Properties [Line Items] | |||||||
Area of building | ft² | 25,200,000 | 24,900,000 | |||||
Occupancy rate | 99.70% | 99.70% | |||||
Operating lease, weighted average remaining lease term | 7 years 1 month 6 days | ||||||
Average base rent per square foot | $ / shares | $ 6.69 | ||||||
Weighted average building age, term | 10 years 2 months 12 days | ||||||
Revenue is derived from investment-grade tenants | 83.00% | ||||||
Weighted average fixed rate mortgage debt maturity | 10 years 8 months 12 days | ||||||
Average base rent collected during COVID | 99.90% | ||||||
Deduction percentage on aggregate amount of qualified REIT dividends | 20.00% | ||||||
Stock compensation expense | $ 94,000 | $ 57,000 | |||||
Weighted average fair value of options granted | $ / shares | $ 2.05 | ||||||
Number of restricted stock granted | shares | 0 | 0 | |||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | shares | 1,100,000 | ||||||
Share-based compensation arrangement by share-based payment awards outstanding | shares | 370,000 | ||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, intrinsic value | $ 2,200,000 | ||||||
Straight line annualized rent | 617,000 | $ 618,000 | |||||
Unsecured debt | $ 75,000,000 | $ 75,000,000 | |||||
Change in the fair value of the interest rate swap | $ 1,100,000 | $ 433,000 | |||||
New Lease United Parcel Service Inc [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Lease expiration period | 10 years 4 months 24 days | ||||||
Lease agreement, description | The lease agreement with UPS provided for five months of free rent | ||||||
Lease Termination Agreement [Member] | RGH Enterprises, Inc [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Area of building | ft² | 75,000 | ||||||
Lease, termination fee | $ 377,000 | ||||||
Lease expiration period | 1 year 2 months 12 days | ||||||
Lease expiration date | Nov. 30, 2021 | ||||||
Accumulated Other Comprehensive Income (Loss) [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Fair value of the interest rate swap | $ 1,100,000 | $ 2,200,000 | |||||
Two Participants [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Stock issued during period, new issues | shares | 71,000 | ||||||
Weighted average price | $ / shares | $ 9.34 | ||||||
Proceeds from issuance of common stock | $ 662,940 | ||||||
Two Participant [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Stock issued during period, new issues | shares | 449,978 | 130,000 | |||||
Weighted average price | $ / shares | $ 13.68 | $ 12.05 | |||||
Proceeds from issuance of common stock | $ 1,600,000 | ||||||
Stock issued during period, option exercised | shares | 81,819 | ||||||
Three Tenants [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Lease, early termination provision | $ 1,500,000 | ||||||
ILPT [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Business Acquisition, Planned Restructuring Activities, Description | on November 5, 2021, we entered into a definitive merger agreement with Industrial Logistics Properties Trust, a Maryland real estate investment trust (“ILPT”), under which, on the terms and subject to the conditions set forth in the merger agreement, ILPT will acquire us in an all-cash transaction, with our common shareholders receiving $21.00 in cash per share upon the consummation of the transaction. ILPT’s acquisition of us is subject to obtaining the requisite approval of our common shareholders, the special meeting of shareholders for which is scheduled to take place on February 17, 2022, and the satisfaction of other customary closing conditions. Upon closing of the merger with ILPT, holders of our outstanding 6.125% Series C Cumulative Redeemable Preferred Stock (“6.125% Series C Preferred Stock”) will receive $25.00 in cash per share plus accumulated and unpaid dividends to, but not including, the date the merger is completed. As permitted by the merger agreement with ILPT, we plan to continue to pay our regular quarterly common stock dividend and our 6.125% Series C Preferred Stock dividend for each full quarterly dividend period completed prior to the closing of the transaction, in amounts not exceeding $0.18 per share for our common stock and equal to $0.3828125 per share for our 6.125% Series C Preferred Stock. This transaction with ILPT represents the culmination of the publicly announced comprehensive strategic alternatives review processes conducted by our Board of Directors (“Board of Directors” or the “Board”) during 2021. Our Board re-initiated its strategic alternatives review process in September 2021 after a previous agreement for a stock-for-stock merger that we entered into with another party, following a strategic alternatives review process in the first half of calendar year 2021, did not receive the requisite approval of our shareholders. | ||||||
Industrial Logistics Properties Trust [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Per share of common stock outstanding | $ / shares | $ 21 | $ 21 | |||||
Industrial Logistics Properties Trust [Member] | Equity Option [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Per share of common stock outstanding | $ / shares | 21 | ||||||
Industrial Logistics Properties Trust [Member] | Restricted Stock [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Per share of common stock outstanding | $ / shares | $ 21 | ||||||
Industrial Logistics Properties Trust [Member] | Series C Cumulative Redeemable Preferred Stock [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Per share of common stock outstanding | $ / shares | $ 25 | ||||||
Six Consecutive Years [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Occupancy rate | 98.90% | ||||||
Rent Effective Date on April 1, 2021 [Member] | New Lease United Parcel Service Inc [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Lease expiration date | Mar. 31, 2031 | ||||||
Annualized rent | $ 510,000 | ||||||
Initial rent, per sq.ft | $ / shares | $ 6.80 | ||||||
Rent, annual increase percentage | 2.00% | ||||||
Straight line annualized rent | $ 541,000 | ||||||
Rent, per sq.ft | $ / shares | $ 7.21 | ||||||
Straight-Line Rent [Member] | New Lease United Parcel Service Inc [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Prior tenant lease agreement, description | This compares to the former U.S GAAP straight-line rent of $574,000, representing $7.65 per square foot and former cash rent of $8.19 per square foot, resulting in a decrease of $33,000, representing a 5.8% decrease on a U.S GAAP straight-line basis and a decrease of 17.0% on a cash basis. The new 10.4 year lease agreement with UPS provided for an additional 9.3 years of lease term versus the old lease with Cardinal Health. | ||||||
Wholly Owned Properties [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Number of real estate properties | Properties | 123 | 122 | |||||
Wholly Owned Properties [Member] | Subsequent Event [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Number of real estate properties | Properties | 124 | ||||||
Area of building | ft² | 25,700,000 | ||||||
Operating lease, weighted average remaining lease term | 7 years 2 months 12 days | ||||||
Average base rent per square foot | $ / shares | $ 6.69 | ||||||
Mercedes Benz US International, Inc [Member] | Subsequent Event [Member] | Industrial Buildings [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Purchase of industrial building | ft² | 530,000 | ||||||
Area of property | a | 53.5 | ||||||
Percentage of building area leased | 100.00% | ||||||
New Lease terms | 10 years | ||||||
Lease term expiration period | November 2031 | ||||||
Purchase price of industrial building | $ 51,700,000 | ||||||
[custom:RentalRevenue] | $ 3,300,000 | ||||||
US Industrial Real Estate [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Occupancy rate | 97.00% | ||||||
Three Properties [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Number of real estate properties | Properties | 123 | ||||||
Four Properties [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Area of building | ft² | 177,000 | ||||||
Urbandale (Des Moines) [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Area of building | ft² | 36,000 | ||||||
Rockford, IL [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Area of building | ft² | 39,000 | ||||||
O'Fallon (St. Louis), MO [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Area of building | ft² | 102,000 |
NET INCOME PER SHARE (Details N
NET INCOME PER SHARE (Details Narrative) - shares | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Weighted average shares outstanding diluted | 92,000 | 106,000 |
Antidilutive options to purchase shares of common stock | 0 | 65,000 |
SCHEDULE OF PROPERTIES ACQUIRED
SCHEDULE OF PROPERTIES ACQUIRED DURING PERIOD ACCOUNTED FOR ASSET ACQUISITIONS (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2021USD ($) | |
Land [Member] | |
Property, Plant and Equipment [Line Items] | |
Purchase price allocation of properties acquired | $ 2,837 |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Purchase price allocation of properties acquired | 26,850 |
In-Place Leases [Member] | |
Property, Plant and Equipment [Line Items] | |
Purchase price allocation of properties acquired | $ 517 |
SUMMARY OF CONSOLIDATED STATEME
SUMMARY OF CONSOLIDATED STATEMENTS OF INCOME FOR PROPERTIES ACQUIRED (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2021USD ($) | |
Real Estate [Abstract] | |
Rental Revenues | $ 312 |
Net Income Attributable to Common Shareholders | $ 181 |
SCHEDULE OF PRO FORMA INFORMATI
SCHEDULE OF PRO FORMA INFORMATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Rental Revenue | $ 40,999 | $ 36,846 |
Net Income Attributable to Common Shareholders | $ 11,417 | $ 25,746 |
Basic and Diluted Net Income per Share Attributable to Common Shareholders | $ 0.12 | $ 0.26 |
Pro Forma [Member] | ||
Rental Revenue | $ 41,302 | $ 40,987 |
Net Income Attributable to Common Shareholders | $ 11,388 | $ 26,059 |
Basic and Diluted Net Income per Share Attributable to Common Shareholders | $ 0.12 | $ 0.26 |
REAL ESTATE INVESTMENTS (Detail
REAL ESTATE INVESTMENTS (Details Narrative) | Jan. 28, 2022USD ($)aft² | Nov. 19, 2021 | Oct. 27, 2021USD ($)aft² | Jun. 01, 2021 | Dec. 31, 2021USD ($)ft²$ / shares | Dec. 31, 2020ft² | Sep. 30, 2021USD ($)ft² |
Real Estate [Line Items] | |||||||
Transaction costs | $ 29,000 | ||||||
Series C Cumulative Redeemable Preferred Stock [Member] | |||||||
Real Estate [Line Items] | |||||||
Cumulative redeemable preferred, stock dividend rate | 6.125% | ||||||
Preferred stock, par value | $ / shares | $ 0.01 | ||||||
Series C Cumulative Redeemable Preferred Stock [Member] | |||||||
Real Estate [Line Items] | |||||||
Cumulative redeemable preferred, stock dividend rate | 6.125% | ||||||
Four Parking Expansions [Member] | |||||||
Real Estate [Line Items] | |||||||
New Lease term | 6 years 8 months 12 days | ||||||
Project cost | $ 13,700,000 | ||||||
Increase in annual rent | 1,300,000 | ||||||
Six Parking Expansions [Member] | |||||||
Real Estate [Line Items] | |||||||
Project cost | $ 31,400,000 | ||||||
FedEx Ground Package System, Inc. [Member] | Straight Line Rents [Member] | |||||||
Real Estate [Line Items] | |||||||
Change in Lease terms after expansion | In addition, the expansion resulted in a new 14.5 year lease which extended the prior lease expiration date from May 2031 to May 2036. Furthermore, annual rent will increase by 1.9% on June 1, 2026 resulting in an annualized rent of approximately $2.76 million, or $8.78 per square foot from November 19, 2021 through the remaining term of the lease. | ||||||
Olathe, KS [Member] | FedEx Ground Package System, Inc. [Member] | Straight-Line Rent [Member] | |||||||
Real Estate [Line Items] | |||||||
New Lease term | 14 years 6 months | ||||||
New lease term expiration period | May 2031 to May 2036 | ||||||
Rent, annual increase percentage | 1.90% | ||||||
Wheeling (IL) [Member] | FedEx Ground Package System, Inc. [Member] | Straight Line Rents [Member] | |||||||
Real Estate [Line Items] | |||||||
Current tenant lease agreement expansion, description | In addition, the expansion resulted in a new 9.8 year lease which extended the prior lease expiration date from May 2027 to August 2031. | ||||||
Wheeling (IL) [Member] | FedEx Ground Package System, Inc. [Member] | Straight-Line Rent [Member] | |||||||
Real Estate [Line Items] | |||||||
New Lease term | 9 years 9 months 18 days | ||||||
New lease term expiration period | May 2027 to August 2031 | ||||||
Sauget [Member] | FedEx Ground Package System, Inc. [Member] | Straight Line Rents [Member] | |||||||
Real Estate [Line Items] | |||||||
Change in Lease terms after expansion | In addition, the expansion resulted in a new 13.8 year lease which extended the prior lease expiration date from May 2029 to August 2035. Furthermore, annual rent will increase by 3.7% on June 1, 2029 resulting in an annualized rent from November 10, 2021 through the remaining term of the lease of approximately $1.40 million, or $7.07 per square foot. | ||||||
Sauget [Member] | FedEx Ground Package System, Inc. [Member] | Straight-Line Rent [Member] | |||||||
Real Estate [Line Items] | |||||||
New Lease term | 13 years 9 months 18 days | ||||||
New lease term expiration period | May 2029 to August 2035 | ||||||
Rent, annual increase percentage | 3.70% | ||||||
Orion MI [Member] | FedEx Ground Package System, Inc. [Member] | Straight Line Rents [Member] | |||||||
Real Estate [Line Items] | |||||||
Change in Lease terms after expansion | In addition, the expansion resulted in a new 9.9 year lease which extended the prior lease expiration date from June 2023 to October 2031. | ||||||
Orion MI [Member] | FedEx Ground Package System, Inc. [Member] | Straight-Line Rent [Member] | |||||||
Real Estate [Line Items] | |||||||
New Lease term | 9 years 10 months 24 days | ||||||
New lease term expiration period | June 2023 to October 2031 | ||||||
FedEx Ground Package System, Inc. [Member] | |||||||
Real Estate [Line Items] | |||||||
New Lease term | 15 years | ||||||
Project cost | $ 2,300,000 | $ 3,400,000 | |||||
Increase in annual rent | 185,000 | 340,000 | |||||
Annualized Rent | $ 2,560,000 | ||||||
Annual rent per square foot | ft² | 8.15 | ||||||
Rent, annual increase percentage | 2.10% | 2.10% | |||||
FedEx Ground Package System, Inc. [Member] | Wheeling (IL) [Member] | |||||||
Real Estate [Line Items] | |||||||
Project cost | 1,000,000 | ||||||
Increase in annual rent | 105,000 | ||||||
FedEx Ground Package System, Inc. [Member] | Sauget [Member] | |||||||
Real Estate [Line Items] | |||||||
Project cost | 3,800,000 | ||||||
Increase in annual rent | 346,000 | ||||||
FedEx Ground Package System, Inc. [Member] | Orion MI [Member] | |||||||
Real Estate [Line Items] | |||||||
Project cost | 6,500,000 | ||||||
Increase in annual rent | 651,000 | ||||||
FedEx Ground Package System, Inc. [Member] | Minimum [Member] | Olathe, KS [Member] | |||||||
Real Estate [Line Items] | |||||||
Annualized Rent | $ 2,530,000 | $ 2,140,000 | |||||
Annual rent per square foot | ft² | 8.08 | 6.83 | |||||
FedEx Ground Package System, Inc. [Member] | Minimum [Member] | Wheeling (IL) [Member] | |||||||
Real Estate [Line Items] | |||||||
Annualized Rent | $ 1,270,000 | ||||||
Annual rent per square foot | ft² | 10.34 | ||||||
FedEx Ground Package System, Inc. [Member] | Minimum [Member] | Sauget [Member] | |||||||
Real Estate [Line Items] | |||||||
Annualized Rent | $ 1,040,000 | ||||||
Annual rent per square foot | ft² | 5.21 | ||||||
FedEx Ground Package System, Inc. [Member] | Minimum [Member] | Orion MI [Member] | |||||||
Real Estate [Line Items] | |||||||
Annualized Rent | $ 1,910,000 | ||||||
Annual rent per square foot | ft² | 7.77 | ||||||
FedEx Ground Package System, Inc. [Member] | Maximum [Member] | Olathe, KS [Member] | |||||||
Real Estate [Line Items] | |||||||
Annualized Rent | $ 2,720,000 | $ 2,480,000 | |||||
Annual rent per square foot | ft² | 8.67 | 7.91 | |||||
FedEx Ground Package System, Inc. [Member] | Maximum [Member] | Wheeling (IL) [Member] | |||||||
Real Estate [Line Items] | |||||||
Annualized Rent | $ 1,380,000 | ||||||
Annual rent per square foot | ft² | 11.19 | ||||||
FedEx Ground Package System, Inc. [Member] | Maximum [Member] | Sauget [Member] | |||||||
Real Estate [Line Items] | |||||||
Annualized Rent | $ 1,380,000 | ||||||
Annual rent per square foot | ft² | 6.95 | ||||||
FedEx Ground Package System, Inc. [Member] | Maximum [Member] | Orion MI [Member] | |||||||
Real Estate [Line Items] | |||||||
Annualized Rent | $ 2,560,000 | ||||||
Annual rent per square foot | ft² | 10.42 | ||||||
FedEx Ground Package System, Inc. [Member] | Industrial Buildings [Member] | |||||||
Real Estate [Line Items] | |||||||
Purchase of industrial building | ft² | 291,000 | ||||||
Area of property | a | 46 | ||||||
Percentage of building area leased | 100.00% | ||||||
New Lease term | 15 years | ||||||
New lease term expiration period | July 2036 | ||||||
Purchase price of industrial building | $ 30,200,000 | ||||||
Annual rental revenue | $ 1,700,000 | ||||||
Mercedes Benz US International, Inc [Member] | Industrial Buildings [Member] | Subsequent Event [Member] | |||||||
Real Estate [Line Items] | |||||||
Purchase of industrial building | ft² | 530,000 | ||||||
Area of property | a | 53.5 | ||||||
Percentage of building area leased | 100.00% | ||||||
New Lease term | 10 years | ||||||
New lease term expiration period | November 2031 | ||||||
Purchase price of industrial building | $ 51,700,000 | ||||||
Annual rental revenue | $ 3,300,000 | ||||||
FedEx and Fedex Subsidiaries [Member] | |||||||
Real Estate [Line Items] | |||||||
Square feet (in millions) of real estate property leased | ft² | 11,900,000 | 11,200,000 | |||||
Weighted average lease maturity | 8 years 1 month 6 days | ||||||
Percentage of real estate property leased | 47.00% | 46.00% | |||||
FedEx Corporation [Member] | |||||||
Real Estate [Line Items] | |||||||
Percentage of real estate property leased | 4.00% | 5.00% | |||||
Percentage of rental space and tenant account, description | As of December 31, 2021, the only tenants, other than FDX and its subsidiaries, that leased 5% or more of our total square footage were subsidiaries of Amazon.com, Inc (Amazon), which consists of five separate stand-alone leases for properties located in four different states, containing 1.5 million total square feet | ||||||
FedEx Corporation Subsidiaries [Member] | |||||||
Real Estate [Line Items] | |||||||
Percentage of real estate property leased | 43.00% | 41.00% | |||||
Amazon.com Services, Inc. [Member] | |||||||
Real Estate [Line Items] | |||||||
Square feet (in millions) of real estate property leased | ft² | 1,500,000 | ||||||
Percentage of rentable square feet | 6% of our total leasable square feet | ||||||
Fdx And Subsidiaries [Member] | Rental and Reimbursement Revenue [Member] | |||||||
Real Estate [Line Items] | |||||||
Percentage of rental space and tenant account, description | The only tenants, other than FDX and its subsidiaries, that we estimate will comprise 5% or more of our total Rental and Reimbursement Revenue for fiscal 2022 are subsidiaries of Amazon, which is estimated to be 6% of our Annualized Rental and Reimbursement Revenue for fiscal 2022 and was 6% for of our Annualized Rental and Reimbursement Revenue for fiscal 2021 | ||||||
Percentage of aggregate rental and reimbursement revenue | 57.00% | 57.00% | |||||
Fdx [Member] | Rental and Reimbursement Revenue [Member] | |||||||
Real Estate [Line Items] | |||||||
Percentage of aggregate rental and reimbursement revenue | 4.00% | 5.00% | |||||
Fdx Subsidiaries [Member] | Rental and Reimbursement Revenue [Member] | |||||||
Real Estate [Line Items] | |||||||
Percentage of aggregate rental and reimbursement revenue | 53.00% | 52.00% |
SECURITIES AVAILABLE FOR SALE_2
SECURITIES AVAILABLE FOR SALE AT FAIR VALUE (Details Narrative) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jan. 12, 2022 | |
Other than Temporary Impairment, Credit Losses Recognized in Earnings [Line Items] | |||
Securities available for sale at fair value | $ 160,300 | ||
Percentage of REIT securities of gross assets that management intends to limit to | 5.00% | ||
Total assets excluding accumulated depreciation | $ 2,600,000 | ||
Investment in marketable REIT securities | $ 160,300 | ||
Security available for sale, percentage of investment on undepreciated assets | 6.20% | ||
Dividend income | $ 1,729 | $ 1,607 | |
Net unrealized loss on securities portfolio | 60,100 | ||
Net unrealized gain on securities portfolio during the period | $ 16,508 | $ 19,721 | |
UMH Properties Inc [Member] | Subsequent Event [Member] | |||
Other than Temporary Impairment, Credit Losses Recognized in Earnings [Line Items] | |||
Percentage change in dividend rate | 5.30% | ||
UMH Properties Inc [Member] | Common Stock [Member] | |||
Other than Temporary Impairment, Credit Losses Recognized in Earnings [Line Items] | |||
Investment owned | 1.4 | ||
Investment owned at cost | $ 15,100 | ||
Fair value of securities portfolio | $ 38,000 | ||
Unrealized gain percentage | 151.00% |
SUMMARY OF FIXED RATE MORTGAGE
SUMMARY OF FIXED RATE MORTGAGE NOTES PAYABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |||
Fixed Rate Mortgage Notes Payable | $ 815,925 | $ 839,622 | |
Weighted Average Interest Rate on Fixed Rate Mortgage Notes Payable | [1] | 3.85% | 3.86% |
Debt Issuance Costs | $ 12,434 | $ 12,643 | |
Accumulated Amortization of Debt Issuance Costs | (5,231) | (5,205) | |
Unamortized Debt Issuance Costs | 7,203 | 7,438 | |
Fixed Rate Mortgage Notes Payable, net of Unamortized Debt Issuance Costs | $ 808,722 | $ 832,184 | |
[1] | Weighted average interest rate excludes amortization of debt issuance costs. |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | Dec. 15, 2021 | Dec. 15, 2021 | Nov. 01, 2021 | Nov. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Jan. 28, 2022 | Nov. 30, 2019 |
Debt Instrument [Line Items] | |||||||||
Interest expense amortization of financing costs | $ 428,000 | $ 331,000 | |||||||
Carrying value of mortgage notes payable | $ 815,900,000 | ||||||||
Weighted average interest rate percentage | 3.85% | 3.88% | 3.86% | ||||||
Mortgage notes payable weighted average loan maturity | 10 years 8 months 12 days | 11 years 6 months | 10 years 10 months 24 days | ||||||
Mortgage loan paid off | $ 7,300,000 | ||||||||
Interest rate on mortgage loan paid off | 5.50% | ||||||||
Line of credit facility, description | Under the Facility the capitalization rate applied to our NOI generated by our unencumbered, wholly-owned industrial properties is 6.25% | ||||||||
Debt Instrument, Description | Under the New Term Loan the capitalization rate applied to our NOI generated by our unencumbered, wholly-owned industrial properties is 6.25%. Currently, our borrowings bear interest at LIBOR plus 140 basis points, which results in an interest rate of 1.51%. As of the quarter end, we did not have any amounts drawn down under our New Term Loan. | ||||||||
Amount drawn down on new term loan | $ 225,000,000 | ||||||||
Term loan | 75,000,000 | $ 75,000,000 | |||||||
Total potential availability under both the Revolver and the Term Loan | $ 300,000,000 | ||||||||
Debt instrument, interest rate, basis for effective rate | LIBOR plus 135 basis points to 205 basis points | ||||||||
Unsecured revolving line of credit bmo interest rate description. | Bank of Montreal’s (BMO) prime lending rate plus 35 basis points to 105 basis points | ||||||||
Unsecured revolving line of credit, interest rate description on current leverage ratio | LIBOR plus 145 basis points | ||||||||
Coverage ratio | 50.00% | ||||||||
Margin loan, interest rate | 0.75% | 0.75% | |||||||
Amount of drawn down under margin loan | $ 0 | $ 0 | |||||||
Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount drawn down on new term loan | $ 60,000,000 | ||||||||
Subsequent Event [Member] | New Term Loan Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount available on new term loan | $ 115,000,000 | ||||||||
London Interbank Offered Rate (LIBOR) [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate on mortgage loan paid off | 1.51% | ||||||||
New Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, description | The borrowings under the New Term Loan will at our election, either i) bear interest at LIBOR plus 130 basis points to 200 basis points, depending on our leverage ratio, or (ii) bear interest at the Federal Reserve Board’s Prime Rate plus 30 basis points to 100 basis points, depending on our leverage ratio. | ||||||||
Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Annual interest rate | 2.92% | ||||||||
Loan maturity term | January 2025 | ||||||||
Debt instrument interest rate description | The interest rate for borrowings under the Term Loan will at our election, either i) bear interest at LIBOR plus 130 basis points to 200 basis points, depending on our leverage ratio, or ii) bear interest at BMO’s prime lending rate plus 30 basis points to 100 basis points, depending on our leverage ratio. To reduce floating interest rate exposure under the Term Loan, we also entered into an interest rate swap agreement to fix LIBOR on the entire $75.0 million for the full duration of the Term Loan resulting in an all-in rate of 2.92%. | ||||||||
New Term Loan Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
New Term Loan, borrowing capacity | $ 175,000,000 | $ 175,000,000 | |||||||
Debt Instrument, Maturity Date | Jun. 15, 2022 | ||||||||
Debt Instrument, Description | Availability under the New Term Loan is limited to 60% of the value of the unencumbered real estate properties. The value of the borrowing base properties is determined by applying a capitalization rate to the NOI generated by our unencumbered, wholly-owned industrial properties. | ||||||||
Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, description | Availability under the Facility is limited to 60% of the value of the borrowing base properties. The value of the borrowing base properties is determined by applying a capitalization rate to the NOI generated by our unencumbered, wholly-owned industrial properties. | ||||||||
Line of credit, current amount outstanding | $ 225,000,000 | ||||||||
Line of credit facility, maximum borrowing capacity | $ 400,000,000 | ||||||||
Revolver [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maturity date | Jan. 31, 2024 | ||||||||
Interest rate | 1.54% | ||||||||
Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Annual interest rate | 2.95% | ||||||||
Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Annual interest rate | 6.75% |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Jan. 14, 2021 | |
Class of Stock [Line Items] | ||||
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | ||
Common Stock, shares issued | 98,500,000 | |||
Excess Stock, Shares Authorized | 200,000,000 | 200,000,000 | ||
Excess Stock, par value | $ 0.01 | $ 0.01 | ||
Excess Stock, Shares Issued | 0 | 0 | ||
Excess Stock, Shares Outstanding | 0 | 0 | ||
Cash dividends, common stock | $ 17,700 | |||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.18 | |||
Preferred dividends | $ 8,416 | $ 8,170 | ||
Stock Repurchase Program [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Repurchased Program, Authorized Amount | 50,000 | |||
Stock Repurchased Program, Available Amount | $ 45,700 | |||
Board of Directors [Member] | ||||
Class of Stock [Line Items] | ||||
Annualized dividend rate | $ 0.72 | |||
Board of Directors [Member] | Third Dividend [Member] | ||||
Class of Stock [Line Items] | ||||
Percentage increase in common stock dividend over six year period | 20.00% | |||
Board of Directors [Member] | Maximum [Member] | ||||
Class of Stock [Line Items] | ||||
Dividends payable, amount per share | $ 0.18 | |||
Board of Directors [Member] | Minimum [Member] | ||||
Class of Stock [Line Items] | ||||
Dividends payable, amount per share | $ 0.17 | |||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Percentage increase in common stock dividend | 5.90% | |||
Series C Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 26,600,000 | 26,600,000 | ||
Cumulative redeemable preferred, stock dividend rate | 6.125% | 6.125% | ||
Preferred stock, shares outstanding | 22,000,000 | |||
Description of redemption of preferred stock outstanding | The 6.125% Series C Preferred Stock has no maturity date and will remain outstanding indefinitely unless redeemed or otherwise repurchased. Currently, the 6.125% Series C Preferred Stock is redeemable in whole, or in part, at our option, at a cash redemption price of $25.00 per share, plus all accrued and unpaid dividends (whether or not declared) to, but not including, the date of redemption. | |||
Description of redemption of preferred stock | upon closing of the merger, each holder of our 6.125% Series C Preferred Stock, will receive $25.00 in cash per share plus accumulated and unpaid dividends to, but not including, the date the merger is completed and the outstanding shares of our 6.125% Series C Preferred Stock will be extinguished. | |||
Preferred stock, per shares | $ 0.01 | $ 0.01 | ||
Series C Preferred Stock [Member] | September 1, 2021 through November 30, 2021 [Member] | ||||
Class of Stock [Line Items] | ||||
Cumulative redeemable preferred, stock dividend rate | 6.125% | |||
Dividends payable, amount per share | $ 0.3828125 | |||
Preferred dividends | $ 8,400 | |||
Preferred stock, per shares | $ 25 | |||
Series C Preferred Stock [Member] | December 1, 2021 to December 31, 2021 [Member] | ||||
Class of Stock [Line Items] | ||||
Cumulative redeemable preferred, stock dividend rate | 6.125% | |||
Dividends payable, amount per share | $ 1.53125 | |||
Accrued preferred dividends | $ 2,800 | |||
Series C Cumulative Redeemable Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Cumulative redeemable preferred, stock dividend rate | 6.125% | |||
Preferred stock, per shares | $ 0.01 |
SUMMARY OF FAIR VALUE OF FINANC
SUMMARY OF FAIR VALUE OF FINANCIAL ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity Securities - Preferred Stock | $ 3,738 | $ 5,750 |
Equity Securities - Common Stock | 156,536 | 137,754 |
Mortgage Backed Securities | 1 | 1 |
Interest rate swap | (1,112) | (2,230) |
Total | 159,163 | 141,275 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity Securities - Preferred Stock | 3,738 | 5,750 |
Equity Securities - Common Stock | 156,536 | 137,754 |
Mortgage Backed Securities | 1 | 1 |
Interest rate swap | 0 | 0 |
Total | 160,275 | 143,505 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity Securities - Preferred Stock | 0 | 0 |
Equity Securities - Common Stock | 0 | 0 |
Mortgage Backed Securities | 0 | 0 |
Interest rate swap | (1,112) | (2,230) |
Total | (1,112) | (2,230) |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity Securities - Preferred Stock | 0 | 0 |
Equity Securities - Common Stock | 0 | 0 |
Mortgage Backed Securities | 0 | 0 |
Interest rate swap | 0 | 0 |
Total | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) $ in Millions | Dec. 31, 2021USD ($) |
Fair Value Disclosures [Abstract] | |
Notes Payable, Fair Value Disclosure | $ 860.5 |
Fixed rate mortgage notes payable | $ 815.9 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 9,800 | $ 8,800 |
Amount of dividend reinvested | $ 0 | $ 1,000 |
CONTINGENCIES, COMMITMENTS AN_2
CONTINGENCIES, COMMITMENTS AND LEGAL MATTERS (Details Narrative) $ / shares in Units, $ in Thousands, shares in Millions | Nov. 04, 2021USD ($) | Dec. 31, 2021USD ($)ft²$ / sharesshares | Sep. 30, 2021USD ($) |
Series C Preferred Stock [Member] | |||
Real Estate Properties [Line Items] | |||
Preferred stock, shares outstanding | shares | 22 | ||
Cumulative redeemable preferred, stock dividend rate | 6.125% | 6.125% | |
Amount received upon closing of merger | $ / shares | $ 25 | ||
Series C Cumulative Redeemable Preferred Stock [Member] | |||
Real Estate Properties [Line Items] | |||
Cumulative redeemable preferred, stock dividend rate | 6.125% | ||
Parking Lot Expansions [Member] | |||
Real Estate Properties [Line Items] | |||
Expected project cost | $ 31,400 | ||
FedEx Ground Package System, Inc. [Member] | |||
Real Estate Properties [Line Items] | |||
Purchase of industrial buildings | ft² | 563,000 | ||
Lease terms | 15 years | ||
Purchase price of industrial buildings | $ 78,800 | ||
Blackwells Capital LLC [Member] | Settlement Agreement [Member] | |||
Real Estate Properties [Line Items] | |||
Reimbursement of litigation expenses | $ 4,000 | $ 3,850 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] $ in Millions | Jan. 28, 2022USD ($)aft² |
Subsequent Event [Line Items] | |
Draw on term loan | $ 60 |
New Term Loan Agreement [Member] | |
Subsequent Event [Line Items] | |
Amount currently available on new term loan | $ 115 |
Mercedes Benz US International, Inc [Member] | Industrial Buildings [Member] | |
Subsequent Event [Line Items] | |
Purchase of industrial building | ft² | 530,000 |
Area of property | a | 53.5 |
Percentage of building area leased | 100.00% |
New Lease terms | 10 years |
Lease term expiration period | November 2031 |
Purchase price of industrial building | $ 51.7 |
Rental revenue | $ 3.3 |