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Mortgage Loans
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Mortgage Loans

Note 9 – Mortgage Loans

 

The Company had the following mortgage loans outstanding as of September 30, 2023 and December 31, 2022, respectively:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage Loans Secured By

Location

Original Loan Amount

 

 

Interest Rate

 

Maturity Date

9/30/2023

 

12/31/2022

 

Debt Service Coverage Ratios ("DSCR") Required

7-Eleven Corporation, Starbucks Corporation, and Pratt & Whitney Automation, Inc.

Washington, D.C., Tampa, FL, and Huntsville, AL

$

11,287,500

 

 (a)

4.17%

 

3/6/2030

$

10,808,489

 

$

10,957,829

 

1.25

General Services Administration-Navy & Vacant Unit

Norfolk, VA

 

8,260,000

 

 

3.50%

 

9/30/2024

 

7,401,027

 

 

7,578,304

 

1.25

PRA Holdings, Inc.

Norfolk, VA

 

5,216,749

 

 

3.50%

 

10/23/2024

 

4,604,247

 

 

4,728,462

 

1.25

Sherwin Williams Company

Tampa, FL

 

1,286,664

 

(b)

3.72%

(b)

8/10/2028

 

1,286,664

 

 

1,286,664

 

1.2

General Services Administration-FBI

Manteo, NC

 

928,728

 

 (c)

3.85%

 (d)

3/31/2032

 

919,519

 

 

928,728

 

1.5

Irby Construction

Plant City , FL

 

928,728

 

(c)

3.85%

(d)

3/31/2032

 

919,519

 

 

928,728

 

1.5

La-Z-Boy Inc.

Rockford, IL

 

2,100,000

 

 

3.85%

 (d)

3/31/2032

 

2,079,178

 

 

-

 

1.5

Best Buy Co., Inc.

Grand Junction, CO

 

2,552,644

 

(c)

3.85%

(d)

3/31/2032

 

2,527,334

 

 

2,552,644

 

1.5

Fresenius Medical Care Holdings, Inc.

Chicago, IL

 

1,727,108

 

 (c)

3.85%

 (d)

3/31/2032

 

1,709,983

 

 

1,727,108

 

1.5

Starbucks Corporation

Tampa, FL

 

1,298,047

 

(c)

3.85%

(d)

3/31/2032

 

1,285,176

 

 

1,298,047

 

1.5

Kohl's Corporation

Tucson, AZ

 

3,964,745

 

 (c)

3.85%

 (d)

3/31/2032

 

3,925,434

 

 

3,964,745

 

1.5

City of San Antonio (PreK)

San Antonio, TX

 

6,444,000

 

(e)

7.47%

(b)

8/10/2028

 

6,438,827

 

 

-

 

1.5

Dollar General Market

Bakersfield, CA

 

2,428,000

 

 (e)

7.47%

 (b)

8/10/2028

 

2,426,051

 

 

-

 

1.5

Dollar General

Big Spring, TX

 

635,000

 

(e)

7.47%

(b)

8/10/2028

 

634,490

 

 

-

 

1.5

Dollar General

Castalia, OH

 

556,000

 

 (e)

7.47%

 (b)

8/10/2028

 

555,554

 

 

-

 

1.5

Dollar General

East Wilton, ME

 

726,000

 

(e)

7.47%

(b)

8/10/2028

 

725,417

 

 

-

 

1.5

Dollar General

Lakeside, OH

 

567,000

 

 (e)

7.47%

 (b)

8/10/2028

 

566,545

 

 

-

 

1.5

Dollar General

Litchfield, ME

 

624,000

 

(e)

7.47%

(b)

8/10/2028

 

623,499

 

 

-

 

1.5

Dollar General

Mount Gilead, OH

 

533,000

 

 (e)

7.47%

 (b)

8/10/2028

 

532,572

 

 

-

 

1.5

Dollar General

Thompsontown, PA

 

556,000

 

(e)

7.47%

(b)

8/10/2028

 

555,554

 

 

-

 

1.5

Dollar Tree Stores, Inc.

Morrow, GA

 

647,000

 

 (e)

7.47%

 (b)

8/10/2028

 

646,481

 

 

-

 

1.5

exp U.S. Services Inc.

Maitland, FL

 

2,950,000

 

(e)

7.47%

(b)

8/10/2028

 

2,947,632

 

 

-

 

1.5

General Services Administration

Vacaville, CA

 

1,293,000

 

 (e)

7.47%

 (b)

8/10/2028

 

1,291,962

 

 

-

 

1.5

Walgreens

Santa Maria, CA

 

3,041,000

 

(e)

7.47%

(b)

8/10/2028

 

3,041,012

 

 

-

 

1.5

 

 

$

60,550,913

 

 

 

 

 

$

58,452,166

 

$

35,951,259

 

 

 

 

 

 

 

 

 

Less Debt Discount, net

 

(383,767

)

 

-

 

 

 

 

 

 

 

 

 

Less Debt Issuance Costs, net

$

(990,268

)

$

(717,381

)

 

 

 

 

 

57,078,131

 

 

35,233,878

 

 

(a) Loan subject to prepayment penalty

(b) Fixed via interest rate swap

(c) One loan in the amount of $11.4 million secured by six properties and allocated to each property based on each property's appraised value.

(d) Adjustment effective April 1, 2027 equal to 5-year Treasury plus 2.5% and subject to a floor of 3.85%

(e) One loan in the amount of $21.0 million secured by 13 properties and allocated to each property based on each property's appraised value.

 

The Company amortized debt issuance costs during the three months ended September 30, 2023 and 2022 to interest expense of $46,260 and $27,758, respectively. The Company amortized debt issuance costs during the nine months ended September 30, 2023 and 2022 to interest expense of $103,990 and $89,364, respectively. The Company paid debt issuance costs of $376,877 during the three and nine months ended September 30, 2023 and Company paid $330,177 during the three and nine months ended September 30, 2022.

Each mortgage loan requires the Company to maintain certain debt service coverage ratios as noted above. In addition, two mortgage loans encumbered by seven properties, requires the Company to maintain a 54% loan to fair market stabilized value ratio. Fair market stabilized value shall be determined by the lender by reference to acceptable guides and indices or appraisals from time to time at its discretion. As of September 30, 2023, the Company was in compliance with all covenants.

On April 1, 2022, the Company entered into two mortgage loan agreements with an aggregate balance of $13.5 million to refinance seven of the Company's properties. The loan agreements consist of one loan in the amount of $11.4 million secured by six properties and allocated to each property based on each property's appraised value, and one loan in the amount of $2.1 million on the property previously held in the tenancy-in-common investment at an interest rate of 3.85% from April 1, 2022 through and until March 31, 2027. In conjunction with the LC2 Investment to purchase the remaining interest in the tenancy-in-common interest discussed above, the Company assumed the original $2.1 million loan on the property with a current balance of $2,079,178 and recognized a discount of $383,767. Effective April 1, 2027 and through the maturity date of March 31, 2032, the interest rate adjusts to the 5-year Treasury plus 2.5% and is subject to a floor of 3.85%. The Company’s CEO entered into a guarantee agreement pursuant to which he guaranteed the payment obligations under the promissory notes if they become due as a result of certain “bad-boy” provisions, individually and on behalf of the Operating Partnership.

On August 10, 2023, GIP13, LLC, a Delaware limited liability company and wholly owned subsidiary of GIP SPE ("GIP Borrower"), entered into a Loan Agreement with Valley pursuant to which Valley made a loan to the Company in the amount of $21.0 million to finance the acquisition of the Modiv Portfolio. The outstanding principal amount of the loan bears interest at an annual rate for each 30-day interest period equal to the compounded average of the secured overnight financing rate published by Federal Reserve Bank of New York for the thirty-day period prior to the last day of each 30-day interest rate for the applicable interest rate period plus 3.25%, with interest payable monthly after each 30-day interest period. However, the Company entered into an interest rate swap to fix the interest rate at 7.47% per annum. Payments of interest and principal in the amount of approximately $156,000 are due and payable monthly, with all remaining principal and accrued but unpaid interest due and payable on a maturity date of August 10, 2028. The loan may generally be prepaid at any time without penalty in whole or in part, provided that there is no return of loan fees and prepaid financing fees. The loan is secured by first mortgages and assignments of rents in the properties comprising the Modiv Portfolio and eight other properties held by subsidiaries of GIP SPE that had outstanding loans with Valley. All of the mortgaged properties cross collateralize the loan, and the loan is guaranteed by the Operating Partnership and the subsidiaries of the Company that hold the properties that comprise the Modiv Portfolio. The loan agreement also provides for customary events of default and other customary affirmative and negative covenants that are applicable to GIP Borrower and its subsidiaries, including reporting covenants and restrictions on investments, additional indebtedness, liens, sales of properties, certain mergers, and certain management changes. The loan agreement requires the Company to maintain a minimum debt-service coverage ratio of 1.50:1 on a trailing twelve-month basis, tested as of December 31, 2024 and annually thereafter. The Company's President and CEO also entered into a personal, full recourse guarantee with a $7,500,000 cap.

The Company’s President and CEO has also personally guaranteed the repayment of the $10.9 million due under the 7-11 - Washington, DC; Starbucks-South Tampa, FL; and Pratt & Whitney-Huntsville, AL loan as well as the $1.3 million loan secured by the Company's Sherwin-Williams - Tampa, FL property. In addition, the Company’s President and CEO has also provided a guarantee of the Borrower’s nonrecourse carveout liabilities and obligations in favor of the lender for the GSA and PRA Holdings, Inc. - Norfolk, VA mortgage loans ("Bayport loans") with an aggregate principal amount of $12,005,274.

During the three and nine months ended September 30, 2023, the Company incurred a guarantee fee expense to the Company's CEO of $81,022 and $196,304, respectively, recorded to interest expense and $57,641 and $57,641 was incurred during the three and nine months ended September 30, 2022.

On May 9, 2022, the Operating Partnership amended the current Commitment Letter with American Momentum Bank, by entering into a new commitment letter, to increase the available borrowings under the facility from $25.0 million to $50.0 million to be used for the acquisition of income producing real estate properties under the same terms as provided by the agreement entered into on October 26, 2021. The new Commitment Letter will become effective contingent upon the Company completing a future capital raise of $25.0 million or more, and prior to such time, the current Commitment Letter will remain in place. On September 9, 2022, the Company and AMB combined the prior AMB commitment letters entered into in October 2021 and May 2022 into a single Commitment Letter, and have amended the rate index used for borrowing to be a variable rate equal to the 30-Day CME Term SOFR Rate, plus a margin of 2.40%, adjusted monthly, subject to a floor interest rate of 3.25% per year. All other terms under the prior commitment letters remained materially the same. As of September 30, 2023 and December 31, 2022, the Company did not have an outstanding balance on the facility.

 

On August 9, 2022 the Company and Operating Partnership entered a Redemption Agreement with a unit holder. As such, the Company recorded an other payable - related party in the amount of $2,912,300 upon execution of the Redemption Agreement entered into July 20, 2022 and the note has a remaining balance of $1,809,840 outstanding as of September 30, 2023.

 

On October 14, 2022, the Company entered into a loan transaction that is evidenced by a secured non-convertible promissory note to Brown Family Enterprises, LLC, a preferred equity partner and therefore a related party, for $1,500,000 that is due on October 14, 2024, and bears a fixed interest rate of 9%, simple interest. Interest is payable monthly. The loan may be repaid without penalty at any time. The loan is secured by the Operating Partnership’s equity interest in its current direct subsidiaries that hold real estate assets pursuant to the terms of a security agreement between the Operating Partnership and Brown Family Enterprises, LLC. On July 21, 2023, the Company amended and restated the promissory note to reflect an increase in the loan to $5.5 million and extend the maturity date thereof from October 14, 2024 to October 14, 2026. Except for the increase in the amount of the Loan and Note and the extension of the maturity date thereof, no changes were made to the original note.

 

Minimum required principal payments on the Company’s debt for subsequent years ending December 31 are as follows:

 

 

 

 

 

 

 

Total as of September 30, 2023

 

 

Mortgage Loans

 

Other Payable - Related Party

 

Loan Payable - Related Party

 

 

 

2023 (3 months remaining)

$

308,281

 

$

-

 

$

-

 

$

308,281

 

2024

 

12,780,776

 

 

1,809,840

 

 

-

 

 

14,590,616

 

2025

 

926,633

 

 

-

 

 

-

 

 

926,633

 

2026

 

976,467

 

 

-

 

 

5,500,000

 

 

6,476,467

 

2027

 

1,033,322

 

 

-

 

 

-

 

 

1,033,322

 

Thereafter

 

42,426,687

 

 

-

 

 

-

 

 

42,426,687

 

 

$

58,452,166

 

$

1,809,840

 

$

5,500,000

 

$

65,762,006