Exhibit 99.1

Modiv Announces First Quarter 2022 Results

NEWPORT BEACH, CA, May 16, 2022 – Modiv Inc. (“Modiv” or the “Company”) (NYSE:MDV), an internally managed real estate investment trust (“REIT”) that acquires, owns and manages a diversified portfolio of single-tenant net-lease real estate properties, today announced operating results for the first quarter ended March 31, 2022.

Highlights for the quarter ended March 31, 2022 including subsequent events:

•

Total revenue of $9.6 million, a 7% year-over-year increase

•

AFFO of $3.0 million, or $0.39 per basic share and $0.29 per diluted share, a 33% year-over-year increase

•

Acquired over $133 million of properties at a blended weighted average cap rate of greater than 7.9%

•

Declared monthly dividends per common share of $0.09583, equivalent to an annual rate of $1.15 per share

Summary of recent property investments:

Acquisition Date	Tenant	Purchase Price		ABR (1)		Initial Cap Rate (2)			Weighted Average Cap Rate (3)			Lease Term (years)		Rent Escalations			Frequency
April 2022	Lindsay Precast	$	56,150,000	$	3,734,141		6.65	%		8.52	%		25		2.0	%	Annually
January 2022	Kalera		8,079,000		565,530		7.00	%		8.94	%		20		2.5	%	Annually
January 2022	KIA of Carson		69,275,000		3,948,000		5.70	%		7.30	%		25		2.0	%	Annually
		$	133,504,000	$	8,247,671		6.18	%		7.91	%		24		2.0	%

(1)	ABR is the annual base rent.

(2)	Initial Cap Rate is the ABR divided by the purchase price.

(3)	Weighted Average Cap Rate is the average of total fixed rent over the lease term divided by the purchase price.

“Modiv has executed upon a significant number of milestones year-to-date, including our public offering and NYSE listing, entering into a new $250 million credit facility and closing over $133 million in acquisitions at a weighted average cap rate of greater than 7.9%. Our strong operating results were driven by diligent execution of our strategic priorities, which include increasing our weighted average lease term to 10.6 years, reducing our office exposure to 35%, and maintaining strong credit quality to support future growth,” said Aaron Halfacre, Chief Executive Officer. “As a management team, given our decades of real estate experience and having managed real estate through multiple economic cycles, we are confidently positioned to make patient and prudent capital allocation decisions focused on creating long-term value for our shareholders. Even in the current market environment, Modiv remains well-positioned to drive continued growth in 2022.”

Financial review for the first quarter 2022

Total Revenues

Total revenues increased 7% to $9.6 million, from $9.0 million reported in the prior year quarter. The increase in revenue primarily reflected an increase in rental income from acquisitions made in the second half of 2021 and early first quarter 2022, partially offset by six property dispositions during the same time period.

Operating Results

The first quarter of 2022 included a $7.4 million gain on the sale of real estate investments, which was offset by a $17.3 million one-time, non-cash impairment of goodwill relating to our legacy crowdfunding business and a $1.7 million loss on early extinguishment of debt resulting from our new credit facility. The goodwill impairment relates to the 2019 acquisition of our former sponsor’s crowdfunding platform, which we closed as a result of our listing event. The impairment charge, taken in accordance with GAAP, resulted from the current market value of the Company’s common stock being materially below both the historical net asset value and the book value of our equity.

In total, net loss attributable to common stockholders was $11.1 million, or $1.47 per basic share and diluted share, compared to a net loss of $903,648, or $0.12 per basic and diluted share in the prior year period.

Adjusted Funds from Operations (AFFO)

AFFO increased 33% to $3.0 million, or $0.39 per basic share and $0.29 per diluted share from AFFO of $2.2 million, or $0.29 per basic share and $0.25 per diluted share versus the prior year period. This result was driven primarily by accretive acquisitions and the portfolio’s annual rental increases.

AFFO is a measure that is not calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). See the Reconciliation of Non-GAAP Measures later in this press release.

Dividend Information

As previously announced, Modiv declared a monthly cash dividend per common share of $0.09583 payable to common stockholders of record as of April 29, 2022, May 31, 2022 and June 30, 2022 which will be paid on or about May 25, 2022, June 27, 2022 and July 25, 2022, respectively. The current monthly dividend amount of $0.09583 per share represents an annualized dividend rate of $1.15 per share of common stock.

Real Estate Portfolio Highlights

Investment Activity

In January 2022, the Company originated $77.4 million of gross investments in two property acquisitions. Subsequent to the close of the quarter, in April 2022, the Company invested $56.1 million in a portfolio of eight properties leased to Lindsay Precast, LLC at attractive weighted average cap rates as set forth in the above table. The acquisition of Lindsay Precast’s portfolio of properties includes $2.8 million of expansion capital for one of the properties in Colorado and reflects a 25-year lease term with 2% annual rent increases.

The Company defines “initial cap rate” for property acquisitions as the initial annual cash rent divided by the purchase price of the property. The Company defines “weighted average cap rate” for property acquisitions as the average annual cash rent including rent escalations over the lease term, divided by the purchase price of the property. The vast majority of Modiv’s real estate leases have annual rent escalations, which generally range from 2-3%.

Disposition Activity

During February 2022, the Company sold three office properties and one industrial property for aggregate net proceeds of $16.9 million, a portion of which was redeployed in the acquisition of the Lindsay Precast portfolio.

Portfolio

As of March 31, the Company’s portfolio consisted of 36 properties. The portfolio had approximately 2.3 million square feet of aggregate leasable space 100% leased to 29 different commercial tenants doing business in 15 separate industries in 14 states.

As of May 16, 2022, the Company’s portfolio consisted of 44 properties located in 16 states. Modiv’s real estate investment portfolio is comprised of approximately 46% industrial, 19% retail and 35% office (expressed as a percentage of annual base rent for the next twelve months). As part of the Company’s goal to continue to reduce office exposure, Modiv’s real estate investment portfolio has decreased its office allocation by 15% since September 30, 2021.

Pro forma annualized base rent (based on rates in effect on March 31, 2022) for all lease contracts including the Lindsay Precast acquisition discussed above, totaled $34.4 million. Approximately 55% of the Company’s tenants have (or whose parent company has) an investment-grade credit rating from a recognized credit rating agency of “BBB-” or better, and the pro forma portfolio’s weighted average lease term was 10.6 years as of March 31, 2022.

Capital Transactions, Balance Sheet and Liquidity

On February 10, 2022, the Company announced the pricing of an underwritten public offering of 40,000 shares of its Class C Common Stock at a price to the public of $25.00 per share. The shares of Class C Common Stock began trading on February 11, 2022, on the New York Stock Exchange (“NYSE”) under the ticker symbol “MDV,” and the offering closed on February 15, 2022. The purpose of this offering was to facilitate the listing of Modiv’s Class C Common Stock previously raised via crowdfunding technology and provide liquidity for the Company’s existing stockholders.

On February 18, 2022, the Board of Directors authorized up to $20 million in repurchases of the Company’s outstanding shares of common stock through December 31, 2022. Purchases made pursuant to the program will be made from time to time in the open market, in privately negotiated transactions or in any other manner as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The program may be suspended or discontinued at any time.

On March 30, 2022, the Company filed a registration statement on Form S-3 to issue and sell from time to time, together or separately, the following securities at an aggregate public offering price that will not exceed $200,000,000: Class C common stock, preferred stock, warrants, rights and units.

As of March 31, 2022, total cash and cash equivalents were $25 million and the Company had $166 million of outstanding indebtedness consisting of $45 million of mortgages and $121 million outstanding on the Company’s credit facility. On January 18, 2022, $108 million of mortgages and the $8 million balance on the prior credit facility were refinanced upon the closing of the new $250 million credit facility described above. The Company also borrowed $36 million under the new credit facility to refinance the mortgage on one of the properties acquired in January 2022 and an additional $22 million of mortgages were repaid in connection with the February asset sales described above.

After making a $35 million prepayment on the credit facility in early March, the Company had $45 million of mortgages and $121 million outstanding under its credit facility as of March 31, 2022, with available borrowing capacity of approximately $80 million. In April 2022, the Company borrowed $44,000,000 to fund the acquisition of the eight-property portfolio of industrial properties leased to Lindsay Precast, drew the remaining $50,000,000 available under the Term loan commitment and reduced the Revolver to $14,775,000. As of May 16, 2022, the Company has available borrowing capacity of approximately $36 million on the Revolver.

On May 10, 2022, the Company purchased a five-year swap at 2.258% on its $150,000,000 Term Loan that results in a fixed interest rate of 3.858% on the Term Loan when the Company’s leverage ratio is less than or equal to 40%. As part of this transaction, the Company sold a one-time option to terminate the swap on December 31, 2024, which reduced the swap rate. Under the Credit Facility, the interest rate will continue to vary based on the Company’s leverage ratio. Based on the current balance sheet, approximately 93% of the Company’s indebtedness holds a fixed interest rate.

Until the Company achieves scale with total assets of at least $1.0 billion, it is targeting an intermediate-term leverage ratio of approximately 40% with a long-term goal of reducing leverage upon reaching scale. After taking into account the new credit facility, the two acquisitions in January 2022, and four dispositions in February 2022, the Company’s leverage (defined as debt as a percentage of the aggregate fair value of the Company’s real estate properties plus the Company’s cash and cash equivalents) as of March 31, 2022 was 34%. The Company may seek to increase near-term leverage if it identifies attractive acquisition opportunities in advance of raising additional equity or completing dispositions.

2022 Annual Guidance

The Company is establishing an initial 2022 AFFO per share guidance range of $1.26 to $1.36. This AFFO per share guidance reflects expected dispositions of office properties and further acquisitions of industrial properties during the next seven months of 2022.

Note: The Company does not provide guidance on net income. The Company only provides guidance on total AFFO and does not provide a reconciliation of this forward-looking non-GAAP guidance to net income due to the inherent difficulty in quantifying certain items necessary to provide such reconciliation as a result of their unknown effect, timing and potential significance. Examples of such items include impairments of assets, gains and losses from sales of assets, and depreciation and amortization from new acquisitions.

Conference Call and Webcast

A conference call and audio webcast with analysts and investors will be held Monday, May 16, 2022, at 11:00 a.m. Eastern Time / 8:00 a.m. Pacific Time, to discuss the first quarter 2022 operating results and answer questions.

Live conference call: 1-877-514-3620 at 8:00 a.m. Pacific Time, Monday, May 16

Webcast: To listen to the webcast, either live or archived, use this link https://event.choruscall.com/mediaframe/webcast.html?webcastid=ZjRceJxJ or visit the investor relations page of Modiv’s website at www.modiv.com.

About Modiv

Modiv Inc. is an internally managed REIT that acquires, owns and manages a diversified portfolio of single-tenant net-lease real estate. The Company primarily invests in industrial and retail properties that are mission critical to tenants. Driven by innovation and an investor-first focus, Modiv is committed to providing investors with Monthly Dividends and More Diversification. As of March 31, 2022, Modiv had a $500 million real estate portfolio (based on estimated fair value) comprised of 2.3 million square feet of aggregate leasable area. For more information, please visit: www.modiv.com.

Forward-looking Statements

Certain statements contained in this press release, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements regarding our plans, strategies and prospects, both business and financial. Such forward-looking statements are subject to various risks and uncertainties, including but not limited to those described under the section entitled “Risk Factors” in the Company’s prospectus dated February 10, 2022, the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 23, 2022. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in the Company’s other filings with the SEC. Any forward-looking statements herein speak only as of the time when made and are based on information available to the Company as of such date and are qualified in their entirety by this cautionary statement. The Company assumes no obligation to revise or update any such statement now or in the future, unless required by law.

Notice Involving Non-GAAP Financial Measures

In addition to U.S. GAAP financial measures, this press release and the supplemental financial and operating report included in our Form 8-K dated May 16, 2022 contain and may refer to certain non-GAAP financial measures. These non-GAAP financial measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures should not be considered replacements for, and should be read together with, the most comparable GAAP financial measures. Reconciliations to the most directly comparable GAAP financial measures and statements of why management believes these measures are useful to investors are provided below.

Investor Inquiries:

Megan McGrath, Financial Profiles, Inc.

[email protected]

310-622-8248

MODIV INC.

Consolidated Statements of Operations

For the Three Months Ended March 31, 2022 and 2021

(Unaudited)

	Three Months Ended March 31,
	2022			2021
Rental income	$	9,648,649		$	8,974,870

Expenses:
General and administrative		2,106,183			2,678,239
Stock compensation expense		511,865			604,645
Depreciation and amortization		3,300,492			4,024,703
Interest expense		1,568,175			1,781,136
Property expenses		2,764,592			1,754,947
Impairment of goodwill		17,320,857			—
Total expenses		27,572,164			10,843,670

Other operating loss:
Gain on sale of real estate investments		7,400,777			289,642
Operating loss		(10,522,738	)		(1,579,158	)

Other (expense) income:
Interest income		13,435			50
Income from unconsolidated investment in a real estate property		95,464			72,467
Gain on forgiveness of economic relief note payable		—			517,000
Loss on early extinguishment of debt		(1,725,318	)		—
Other, net		65,993			85,993
Other (expense) income, net		(1,550,426	)		675,510

Net loss		(12,073,164	)		(903,648	)
Less: net loss attributable to noncontrolling interest in Operating Partnership		1,928,029			—
Net loss attributable to Modiv Inc.		(10,145,135	)		(903,648	)
Preferred stock dividends		(921,875	)		—
Net loss attributable to common stockholders	$	(11,067,010	)	$	(903,648	)

Net loss per share attributable to common stockholders
Basic and diluted	$	(1.47	)	$	(0.12	)

Weighted-average number of common shares outstanding
Basic and diluted		7,533,158			7,706,621

Distributions declared per share of common stock	$	0.3875		$	0.2625

MODIV INC.

Consolidated Balance Sheets

(Unaudited)

	March 31, 2022			December 31, 2021
Assets
Real estate investments:
Land	$	94,309,538		$	61,005,402
Building and improvements		291,543,521			251,246,290
Tenant origination and absorption costs		21,847,712			21,504,210
Equipment		4,429,000			—
Total investments in real estate property		412,129,771			333,755,902
Accumulated depreciation and amortization		(40,911,625	)		(37,611,133	)
Total investments in real estate property, net		371,218,146			296,144,769
Unconsolidated investments in a real estate property		9,941,435			9,941,338
Total real estate investments, net		381,159,581			306,086,107
Real estate investments held for sale, net		—			31,510,762
Total real estate investments, net		381,159,581			337,596,869
Cash and cash equivalents		25,344,063			55,965,550
Restricted cash		—			2,441,970
Receivable from early termination of lease		1,641,767			1,836,767
Tenant receivables		7,220,013			5,996,919
Above-market lease intangibles, net		658,563			691,019
Prepaid expenses and other assets		7,809,681			5,856,255
Assets related to real estate investments held for sale		—			788,296
Goodwill		—			17,320,857
Total assets	$	423,833,668		$	428,494,502

Liabilities and Equity
Mortgage notes payable, net	$	44,711,910		$	152,223,579
Mortgage notes payable related to real estate investments held for sale, net		—			21,699,912
Total mortgage notes payable, net		44,711,910			173,923,491
Credit facility revolver		20,775,000			8,022,000
Credit facility term loan, net		98,786,750			—
Accounts payable, accrued and other liabilities		8,783,533			11,844,881
Below-market lease intangibles, net		10,739,866			11,102,940
Interest rate swap derivatives		—			788,016
Liabilities related to real estate investments held for sale		—			383,282
Total Liabilities		183,797,059			206,064,610


Commitments and contingencies

7.375% Series A cumulative redeemable perpetual preferred stock, $0.001 par value, 2,000,000 shares authorized, issued and outstanding as of March 31, 2022 and December 31, 2021		2,000			2,000
Class C common stock $0.001 par value, 300,000,000 shares authorized; 7,601,081 and 7,426,636 shares issued; and 7,550,218 and 7,426,636 shares outstanding as of March 31, 2022 and December 31, 2021, respectively		7,601			7,427
Class S common stock $0.001 par value, 100,000,000 shares authorized, no and 63,768 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		—			64
Additional paid-in-capital		275,371,078			273,441,831
Treasury stock, 50,863 shares and no shares as of March 31, 2022 and December 31, 2021, respectively		(852,721	)		—
Cumulative distributions and net losses		(115,598,562	)		(101,624,430	)
Total Modiv Inc. equity		158,929,396			171,826,892
Noncontrolling interest in the Operating Partnership		81,107,213			50,603,000
Total equity		240,036,609			222,429,892
Total liabilities and equity	$	423,833,668		$	428,494,502

MODIV INC.

Reconciliation of Non-GAAP Measures

For the Three Months Ended March 31, 2022 and 2021

(Unaudited)

	Three Months Ended March 31,
	2022			2021
Net loss (in accordance with GAAP)	$	(12,073,164	)	$	(903,648	)
Preferred stock dividends		(921,875	)		—
Net loss attributable to common stockholders and Class C OP Units		(12,995,039	)		(903,648	)
FFO adjustments:
Add: Depreciation and amortization of real estate properties		3,300,492			3,564,560
Amortization of lease incentives		71,394			65,301
Depreciation and amortization for unconsolidated investment in a real estate property		190,468			181,786
Less: Gain on sale of real estate investments, net		(7,400,777	)		(289,642	)
FFO attributable to common stockholders and Class C OP Units		(16,833,462	)		2,618,357
AFFO adjustments:
Add: Amortization of corporate intangibles		—			460,143
Impairment of goodwill		17,320,857			—
Stock compensation		511,865			604,645
Deferred financing costs		1,266,725			99,069
Non-recurring loan prepayment penalties		615,336			—
Swap termination costs		733,000			23,900
Amortization of above-market lease intangibles		32,456			32,455
Acquisition fees and due diligence expenses, including abandoned pursuit costs		586,669			10,744
Less: Deferred rents		(110,505	)		(274,823	)
Unrealized gains on interest rate swaps		(788,016	)		(427,119	)
Amortization of below-market lease intangibles		(363,074	)		(367,575	)
Gain on forgiveness of economic relief note payable		-			(517,000	)
Other adjustments for unconsolidated investment in a real estate property		(188	)		(32,194	)
AFFO attributable to common stockholders and Class C OP Units	$	2,971,663		$	2,230,602

Weighted average shares outstanding:
Basic		7,533,158			7,706,621
Fully Diluted (1)		10,193,498			8,926,585

FFO Per Share:
Basic	$	(2.23	)	$	0.34
Fully Diluted	$	(2.23	)	$	0.29

AFFO Per Share
Basic	$	0.39		$	0.29
Fully Diluted	$	0.29		$	0.25

(1)	Includes the Class M, Class P and Class R OP Units to compute the weighted average number of shares.

FFO is defined by the National Association of Real Estate Investment Trusts (“Nareit”) as net income or loss computed in accordance with GAAP, excluding extraordinary items, as defined by GAAP, and gains and losses from sales of depreciable operating property, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets), and after adjustment for unconsolidated partnerships, joint ventures, preferred distributions and real estate impairments. Because FFO calculations adjust for such items as depreciation and amortization of real estate assets and gains and losses from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), they facilitate comparisons of operating performance between periods and between other REITs. As a result, we believe that the use of FFO, together with the required GAAP presentations, provides a more complete understanding of our performance relative to our competitors and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities. It should be noted, however, that other REITs may not define FFO in accordance with the current Nareit definition or may interpret the current Nareit definition differently than we do, making comparisons less meaningful.

Additionally, we use AFFO as a non-GAAP financial measure to evaluate our operating performance. AFFO excludes non-routine and certain non-cash items such as revenues in excess of cash received, amortization of stock-based compensation, deferred rent, amortization of in-place lease valuation intangibles, acquisition-related costs, deferred financing fees, gain or loss from the extinguishment of debt, unrealized gains (losses) on derivative instruments, write-offs of transaction costs and other one-time transactions. We also believe that AFFO is a recognized measure of sustainable operating performance by the REIT industry. Further, we believe AFFO is useful in comparing the sustainability of our operating performance with the sustainability of the operating performance of other real estate companies. Management believes that AFFO is a beneficial indicator of our ongoing portfolio performance and ability to sustain our current distribution level. More specifically, AFFO isolates the financial results of our operations. AFFO, however, is not considered an appropriate measure of historical earnings as it excludes certain significant costs that are otherwise included in reported earnings. Further, since the measure is based on historical financial information, AFFO for the period presented may not be indicative of future results or our future ability to pay our dividends.

By providing FFO and AFFO, we present information that assists investors in aligning their analysis with management’s analysis of long-term operating activities. For all of these reasons, we believe the non-GAAP measures of FFO and AFFO, in addition to income (loss) from operations, net income (loss) and cash flows from operating activities, as defined by GAAP, are helpful supplemental performance measures and useful to investors in evaluating the performance of our real estate portfolio. However, a material limitation associated with FFO and AFFO is that they are not indicative of our cash available to fund distributions since other uses of cash, such as capital expenditures at our properties and principal payments of debt, are not deducted when calculating FFO and AFFO. AFFO is useful in assisting management and investors in assessing our ongoing ability to generate cash flow from operations and continue as a going concern in future operating periods. However, FFO and AFFO are not useful measures in evaluating NAV because impairments are taken into account in determining NAV but not in determining FFO and AFFO. Therefore, FFO and AFFO should not be viewed as a more prominent measure of performance than income (loss) from operations, net income (loss) or cash flows from operating activities and each should be reviewed in connection with GAAP measurements.

MODIV INC.

Reconciliation of Non-GAAP Measures - Adjusted EBITDA

For the Three Months Ended March 31, 2022 and 2021

(Unaudited)

	Three Months Ended March 31,
	2022			2021
Net loss	$	(12,073,164	)	$	(903,648	)

Add: Depreciation and amortization		3,300,492			4,024,703
Depreciation and amortization for unconsolidated investment in a real estate property		190,468			181,786
Interest expense		1,568,175			1,781,136
Loss on early extinguishment of debt		1,725,318			—
Interest expense on unconsolidated investment in real estate property		97,645			100,053
Impairment of goodwill		17,320,857			—
Stock compensation		511,865			604,645
Less: Gain on sale of real estate investments, net		(7,400,777	)		(289,642	)
Adjusted EBITDA	$	5,240,879		$	5,499,033

Annualized Adjusted EBITDA	$	20,963,516		$	21,996,132

Net debt:
Debt	$	165,509,220		$	191,082,520
Cash and restricted cash		(25,344,063	)		(5,535,280	)
	$	140,165,157		$	185,547,240

Net debt / Adjusted EBITDA		6.7	x		8.4	x

We define Net Debt as gross debt less cash and cash equivalents and restricted cash. We define Adjusted EBITDA as GAAP net income or loss adjusted to exclude real estate related depreciation and amortization, gains or losses from the sales of depreciable property, extraordinary items, provisions for impairment on real estate investments and goodwill, interest expense and non-cash items such as non-cash compensation expenses. We believe these non-GAAP financial measures are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs. EBITDA is not a measure of financial performance under GAAP, and our EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our EBITDA as an alternative to net income or cash flows from operating activities determined in accordance with GAAP.

###

Exhibit 99.2

NYSE: MDV

QUARTERLY SUPPLEMENTAL DATA

March 31, 2022

Modiv Inc.

Supplemental Information - First Quarter 2022

Table of Contents

About the Data		3

Company Overview		4

Financial Results
	Statements of Operations - Last Five Quarters	5
	Earnings Per Share - Last Five Quarters	6
	FFO and AFFO - Last Five Quarters	7
	Adjusted EBITDA - Last Five Quarters	8
	Leverage Ratio	9

Balance Sheets and Capitalization
	Capitalization	10
	Balance Sheets	11
	Debt Overview	12
	Credit Facility and Mortgage Notes Covenants	13

Real Estate
	Acquisitions	14
	Dispositions	15
	Top 10 Tenants	16
	Property Type	17
	Industry Diversification	18
	Geographic Diversification	19
	Lease Expirations	20

Appendix
	Disclosures Regarding Non-GAAP and Other Metrics	21

About the Data

This data and other information described herein are as of and for the three months ended March 31, 2022 unless otherwise indicated. Future performance may not be consistent with past performance and is subject to change and inherent risks and uncertainties. This information should be read in conjunction with Modiv Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, including the financial statements and management’s discussion and analysis of financial condition and results of operations.

Forward Looking Statements

Information set forth herein contains forward-looking statements, which reflect our current views regarding our business, financial performance, growth prospects and strategies, market opportunities, and market trends. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of these words or other comparable words. All of the forward-looking statements herein are subject to various risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results, performance, and achievements could differ materially from those expressed in or by the forward-looking statements and may be affected by a variety of risks and other factors. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from such forward-looking statements. These factors include, but are not limited to, risks and uncertainties related to the COVID-19 pandemic and its related impacts on us and our tenants, general economic conditions, including but not limited to impacts of the Russian war against Ukraine, supply-chain disruptions, increases in the rate of inflation and interest rates, local real estate conditions, tenant financial health, and property acquisitions and the timing of these acquisitions. These and other risks, assumptions, and uncertainties are described in our filings with the SEC, which are available on the SEC’s website at www.sec.gov. You are cautioned not to place undue reliance on any forward-looking statements included herein. All forward-looking statements are made as of the date of this document and the risk that actual results, performance, and achievements will differ materially from the expectations expressed or referenced herein will increase with the passage of time. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.

Company Overview

Modiv Inc. (NYSE:MDV) (“Modiv”, the “Company”, “we”, “us” and “our”) is an internally managed real estate investment trust (“REIT”) that acquires, owns and manages a diversified portfolio of predominantly single-tenant net-lease real estate properties. The Company primarily invests in industrial and retail properties that are mission critical to tenants. Driven by innovation and an investor-first focus, Modiv is committed to providing investors with Monthly Dividends and More Diversification. As of March 31, 2022, Modiv had a $500 million real estate portfolio (based on estimated fair value) comprised of 2.3 million square feet of aggregate leasable area. For more information, please visit: www.modiv.com.

Management Team:		Independent Directors:

Aaron S. Halfacre		Adam S. Markman
Chief Executive Officer and Director		Chairman of the Board

Raymond J. Pacini		Asma Ishaq
Chief Financial Officer and Secretary

Sandra G. Sciutto		Curtis B. McWilliams
Chief Accounting Officer

John C. Raney		Thomas H. Nolan, Jr.
Chief Legal Officer

William R. Broms		Kimberly Smith
Chief Investment Officer

David Collins		Connie Tirondola
Chief Property Officer

Investor Inquiries:

Megan McGrath, Financial Profiles, Inc.

[email protected]

310-622-8248

Transfer Agent:

Computershare Trust Company, N.A.

150 Royall Street

Canton, MA 02021

800-736-3001

Modiv Inc.

Condensed Consolidated Statements of Operations - Last Five Quarters

(Unaudited)

	Three Months Ended
	March 31, 2022			December 31, 2021			September 30, 2021			June 30, 2021			March 31, 2021
Rental income (a)	$	9,648,649		$	7,899,149		$	10,241,690		$	9,107,008		$	8,974,870

Expenses:
General and administrative		2,106,183			2,165,312			2,930,578			2,108,782			2,678,239
Stock compensation		511,865			650,790			743,609			767,087			604,645
Depreciation and amortization		3,300,492			3,449,407			3,814,503			3,978,323			4,024,703
Interest expense		1,568,175			1,874,867			1,831,545			2,098,649			1,781,136
Property expenses (b)		2,764,592			1,580,629			1,658,437			1,697,886			1,754,947
Reversal of impairment of real estate investment property		—			—			—			(400,999	)		—
Impairment of goodwill and intangible assets (c)		17,320,857			3,767,190			—			—			—
Total expenses		27,572,164			13,488,195			10,978,672			10,249,728			10,843,670

Other operating income (loss):
Gain on sale of real estate investments		7,400,777			3,271,289			4,242,771			—			289,642
Operating income (loss)		(10,522,738	)		(2,317,757	)		3,505,789			(1,142,720	)		(1,579,158	)

Other (expense) income:
Interest income		13,435			19,958			1,270			51			50
Income from investment in unconsolidated entity		95,464			53,337			75,403			74,834			72,467
Gain on forgiveness of economic relief note payable		—			—			—			—			517,000
Loss on early extinguishment of debt (d)		(1,725,318	)		—			—			—			—
Other (a)		65,993			65,993			65,993			65,992			85,993
Other (expense) income, net		(1,550,426	)		139,288			142,666			140,877			675,510
Net (loss) income		(12,073,164	)		(2,178,469	)		3,648,455			(1,001,843	)		(903,648	)
Less: net loss attributable to noncontrolling interest in Operating Partnership		1,928,029			—			—			—			—
Net (loss) income attributable to Modiv Inc.		(10,145,135	)		(2,178,469	)		3,648,455			(1,001,843	)		(903,648	)
Less: preferred stock dividends (e)		(921,875	)		(921,875	)		(143,403	)		—			—
Net (loss) income attributable to common stockholders	$	(11,067,010	)	$	(3,100,344	)	$	3,505,052		$	(1,001,843	)	$	(903,648	)

Net (loss) income per share attributable to common stockholders
Basic	$	(1.47	)	$	(0.41	)	$	0.47		$	(0.13	)	$	(0.12	)
Diluted	$	(1.47	)	$	(0.41	)	$	0.40		$	(0.13	)	$	(0.12	)

Weighted-average number of common shares outstanding
Basic		7,533,158			7,531,167			7,531,559			7,614,196			7,706,621
Diluted (f)		7,533,158			7,531,167			8,750,875			7,614,196			7,706,621

Distributions declared per common share (g)	$	0.3875		$	0.2875		$	0.2625		$	0.2625		$	0.2625

(a)

Rental income includes tenant reimbursements for most of the property expenses. During the three months ended March 31, 2021, June 30, 2021 and September 30, 2021, the Company reclassified $65,993 related to asset management fees earned on the Company’s 72.71% tenant-in-common interest (“TIC Interest”) in an industrial property in Santa Clara, California to conform with the March 31, 2022 and December 31, 2021 presentation.

(b)

Property expenses for the first quarter of 2022 include increased property and other taxes which are largely offset by tenant reimbursements included in rental income. Property expenses for the first quarter of 2022 also include $587,000 in write-offs of costs related to our proposed acquisition of 10 properties leased to Walgreens which we abandoned due to inability to obtain the mortgage servicer’s approval prior to the contract termination date of February 18, 2022 and changes in market conditions.

(c)

Goodwill, which relates to the 2019 acquisition of our former sponsor’s crowdfunding platform, was impaired in the first quarter of 2022 in accordance with GAAP given that the market value of the Company’s common stock is materially below our historical net asset value and the book value of our equity. The impairment of intangible assets in the fourth quarter of 2021 relates to the Company’s decision to terminate its crowdfunding operations.

(d)

Loss on early extinguishment of debt for the first quarter of 2022 includes non-recurring charges for (i) $1,164,998 in non-cash write-offs of deferred financing costs upon refinancing 20 mortgages and the prior credit facility with the KeyBank credit facility and mortgage repayments related to four asset sales; (ii) $615,336 of mortgage prepayment fees; and (iii) $733,000 of swap termination fees related to four of the mortgages refinanced with the KeyBank credit facility and the related write-off of unrealized valuation gains of $788,016.

(e)	On September 17, 2021, the Company sold 2,000,000 shares of its 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value in an underwritten public offering at $25.00 per share.

(f)	Diluted shares outstanding in the third quarter of 2021 include Class M, Class P and Class R OP Units since the Company reported net income for the quarter. Diluted shares outstanding for periods when the Company reported a net loss do not include the OP Units since they would be anti-dilutive.

(g)

The Company increased the annual distribution rate on its common stock from $1.05 per share to $1.15 per share effective October 1, 2021. Distributions declared during the first quarter of 2022 include a one-time 13th distribution for 2021 of $0.10 per share for stockholders of record on January 6, 2022.

Modiv Inc.

Earnings (Loss) Per Share - Last Five Quarters

(Unaudited)

	Three Months Ended
	March 31, 2022			December 31, 2021			September 30, 2021			June 30, 2021			March 31, 2021
Numerator - Basic:
Net (loss) income	$	(12,073,164	)	$	(2,178,469	)	$	3,648,455		$	(1,001,843	)	$	(903,648	)
Less: net loss attributable to noncontrolling interest in Operating Partnership		1,928,029			—			—			—			—
Preferred stock dividends		(921,875	)		(921,875	)		(143,403	)		—			—
Net (loss) income attributable to common stockholders	$	(11,067,010	)	$	(3,100,344	)	$	3,505,052		$	(1,001,843	)	$	(903,648	)

Numerator - Diluted:
Net (loss) income	$	(12,073,164	)	$	(2,178,469	)	$	3,648,455		$	(1,001,843	)	$	(903,648	)
Less: preferred stock dividends		(921,875	)		(921,875	)		(143,403	)		—			—
Net (loss) income attributable to common stockholders	$	(12,995,039	)	$	(3,100,344	)	$	3,505,052		$	(1,001,843	)	$	(903,648	)

Denominator:
Weighted average shares outstanding - basic		7,533,158			7,531,167			7,531,559			7,614,196			7,706,621
Operating Partnership Units - Class C (1)		—			—			—			—			—
Operating Partnership Units - other (2)		—			—			1,219,316			—			—
Weighted average shares outstanding - diluted		7,533,158			7,531,167			8,750,875			7,614,196			7,706,621

(Loss) earnings per share - basic	$	(1.47	)	$	(0.41	)	$	0.47		$	(0.13	)	$	(0.12	)
(Loss) earnings per share - diluted	$	(1.47	)	$	(0.41	)	$	0.40		$	(0.13	)	$	(0.12	)

(1)	The Company issued 1,312,382 Class C OP Units in connection with its January 18, 2022 acquisition of a KIA auto dealership property in an “UPREIT” transaction. These units were not included in the computation of Diluted EPS because their effect would be anti-dilutive.

(2)

During the three months ended March 31, 2022, December 31, 2021, June 30, 2021 and March 31, 2021, the weighted average dilutive effect of 1,347,958, 1,213,173, 1,219,789 and 1,219,964 shares, respectively, related to Operating Partnership units were excluded from the computation of Diluted EPS because their effect would be anti-dilutive. There were no other outstanding securities or commitments to issue common stock that would have a dilutive effect for the period then ended.

Modiv Inc.

FFO and AFFO - Last Five Quarters

(Unaudited)

	Three Months Ended
	March 31, 2022			December 31, 2021			September 30, 2021			June 30, 2021			March 31, 2021
Net (loss) income (in accordance with GAAP)	$	(12,073,164	)	$	(2,178,469	)	$	3,648,455		$	(1,001,843	)	$	(903,648	)
Preferred stock dividends		(921,875	)		(921,875	)		(143,403	)		—			—
Net (loss) income attributable to common stockholders and Class C OP Units		(12,995,039	)		(3,100,344	)		3,505,052			(1,001,843	)		(903,648	)
FFO adjustments:
Add: Depreciation and amortization		3,300,492			3,290,588			3,342,713			3,512,727			3,564,560
Amortization of lease incentives		71,394			53,203			86,694			40,240			65,301
Depreciation and amortization for unconsolidated investment in a real estate property		190,468			189,439			182,324			181,786			181,786
Reversal of impairment of real estate investment properties		—			—			—			(400,999	)		—
Less: Gain on sale of real estate investments, net		(7,400,777	)		(3,271,289	)		(4,242,771	)		—			(289,642	)
FFO attributable to common stockholders and Class C OP Units		(16,833,462	)		(2,838,403	)		2,874,012			2,331,911			2,618,357
AFFO adjustments:
Add: Amortization of corporate intangibles (a)		—			158,819			471,790			465,596			460,143
Impairment of goodwill and intangible assets (a)		17,320,857			3,767,190			—			—			—
Stock compensation (b)		511,865			629,542			743,609			767,087			604,645
Deferred financing costs (c)		1,266,725			162,200			7,393			100,624			99,069
Non-recurring loan prepayment penalties		615,336			—			—			—			—
Swap termination costs		733,000			—			—			—			23,900
Amortization of above-market lease intangibles		32,456			32,456			32,454			32,458			32,455
Acquisition fees and due diligence expenses, including abandoned pursuit costs (d)		586,669			(16,100	)		474,429			238,496			10,744
Less: Deferred rents		(110,505	)		1,138,991			(247,716	)		(428,155	)		(274,823	)
Unrealized gain on interest rate swaps		(788,016	)		(285,982	)		(166,338	)		(90,600	)		(427,119	)
Amortization of below-market lease intangibles		(363,074	)		(363,074	)		(364,573	)		(367,575	)		(367,575	)
Gain on forgiveness of economic relief note payable		—			—			—			—			(517,000	)
Other adjustments for unconsolidated investment in a real estate property		(188	)		(6,191	)		(12,195	)		(12,196	)		(32,194	)
AFFO attributable to common stockholders and Class C OP Units	$	2,971,663		$	2,379,448		$	3,812,865		$	3,037,646		$	2,230,602

Weighted average shares outstanding
Basic		7,533,158			7,531,167			7,531,559			7,614,196			7,706,621
Fully diluted (e) (f)		10,193,498			8,744,340			8,750,875			8,833,985			8,926,585
FFO per share
Basic	$	(2.23	)	$	(0.38	)	$	0.38		$	0.31		$	0.34
Fully diluted	$	(2.23	)	$	(0.38	)	$	0.33		$	0.26		$	0.29
AFFO per share
Basic	$	0.39		$	0.32		$	0.51		$	0.40		$	0.29
Fully diluted	$	0.29		$	0.27		$	0.44		$	0.34		$	0.25

(a)

Intangible assets reflected the Company’s investment in its crowdfunding platform which was impaired in the fourth quarter of 2021 due to the Company’s decision to terminate its crowdfunding operations. Goodwill, which relates to the 2019 acquisition of our former sponsor’s crowdfunding platform, was impaired in the first quarter of 2022 in accordance with GAAP given that the market value of the Company’s common stock is materially below our historical net asset value and the book value of our equity.

(b)

Stock compensation expense includes (i) amortization of the Class P OP Units granted to the Company’s Chief Executive Officer and Chief Financial Officer on December 31, 2019; (ii) amortization of the Class R OP Units granted to all of the Company’s employees, including the Chief Executive Officer and Chief Financial Officer, on January 25, 2021; and (iii) restricted stock granted to the Company’s independent directors each quarter as partial consideration for their service as directors.

(c)	Deferred financing costs for the first quarter of 2022 primarily reflect non-cash write-offs of such costs upon refinancing 20 mortgages with the KeyBank credit facility and mortgage repayments related to four asset sales.

(d)

Abandoned pursuit costs for the first quarter of 2022 primarily reflect the Company’s decision not to extend the February 18, 2022 termination date for its agreement to purchase a portfolio of 10 properties leased to Walgreens, which the Company abandoned due to inability to obtain the mortgage servicer’s approval prior to the contract termination date and changes in market conditions.

(e)

The increase in Diluted shares outstanding in the first quarter of 2022 primarily reflects the issuance of 1,312,382 Class C interests in our operating partnership (OP Units”) as partial consideration for the acquisition of a retail property located on Interstate 405 in Carson, CA, leased to a KIA auto dealership.

(f)	Includes the Class C, Class M, Class P and vested Class R OP Units to compute the weighted average number of shares for the quarter ended March 31, 2022 and the Class M, Class P and vested Class R OP Units to compute the weighted average number of shares for each prior quarter.

Modiv Inc.

Adjusted EBITDA - Last Five Quarters

(Unaudited)

	Three Months Ended
	March 31, 2022			December 31, 2021			September 30, 2021			June 30, 2021			March 31, 2021
Net (loss) income	$	(12,073,164	)	$	(2,178,469	)	$	3,648,455		$	(1,001,843	)	$	(903,648	)

Add: Depreciation and amortization		3,300,492			3,449,407			3,814,503			3,978,323			4,024,703
Depreciation and amortization for unconsolidated investment in a real estate property		190,468			189,439			182,324			181,786			181,786
Interest expense		1,568,175			1,874,867			1,831,545			2,098,649			1,781,136
Loss on early extinguishment of debt (a)		1,725,318			—			—			—			—
Interest expense on unconsolidated investment in real estate property (b)		97,645			100,257			100,788			100,366			100,053
Reversal of impairment of real estate investment property		—			—			—			(400,999	)		—
Impairment of goodwill and intangible assets (c)		17,320,857			3,767,190			—			—			—
Stock compensation		511,865			629,542			743,609			767,087			604,645
Less: Gain on sale of real estate investments		(7,400,777	)		(3,271,289	)		(4,242,771	)		—			(289,642	)
Adjusted EBITDA (b)	$	5,240,879		$	4,560,944		$	6,078,453		$	5,723,369		$	5,499,033

Annualized adjusted EBITDA (b)	$	20,963,516		$	18,243,776		$	24,313,812		$	22,893,476		$	21,996,132

Net debt:
Debt (d)	$	165,509,220		$	183,033,756		$	182,146,897		$	190,181,378		$	191,082,520
Cash and restricted cash		(25,344,063	)		(58,407,520	)		(54,710,887	)		(10,374,445	)		(5,535,280	)
	$	140,165,157		$	124,626,236		$	127,436,010		$	179,806,933		$	185,547,240

Net debt / Adjusted EBITDA		6.7	x		6.8	x		5.2	x		7.9	x		8.4	x

(a)

Loss on early extinguishment of debt includes non-recurring charges for (i) $1,164,998 in non-cash write-offs of deferred financing costs upon refinancing 20 mortgages and the prior credit facility with the KeyBank credit facility and mortgage repayments related to four asset sales; (ii) $615,336 of mortgage prepayment fees; and (iii) $733,000 of swap termination fees related to refinancing four mortgages with the KeyBank credit facility and the related write-off of unrealized valuation gain of $788,016.

(b)	Restated the fourth quarter of 2021 to include interest expense on unconsolidated investment.

(c)

(d)	Restated debt as of December 31, 2021 to reflect gross debt outstanding (excluding unamortized premium and deferred financing costs).

Modiv Inc.

Leverage ratio

(Unaudited)

In connection with entering into the KeyBank credit facility on January 18, 2022, the Company modified the calculation of its leverage ratio to conform with the definition in the KeyBank credit facility as set forth below.

	March 31, 2022			December 31, 2021 (c)
Total Asset Value
Cash and cash equivalents (a)	$	25,344,063		$	58,407,520
Borrowing base value		362,497,305			362,497,305
Other real estate value (b)		98,789,009			130,670,000
Pro-rata share of unconsolidated investment		28,728,062			28,728,063
Total asset value	$	515,358,439		$	580,302,888

Indebtedness
Credit facility revolver (a)	$	20,775,000		$	55,775,000
Credit facility term loan		100,000,000			100,000,000
Mortgage debt (b)		44,734,220			66,833,439
Pro-rata share of unconsolidated investment		9,709,710			9,709,710
Total indebtedness	$	175,218,930		$	232,318,149

Leverage Ratio		34	%		40	%

(a)	The decrease in cash and cash equivalents reflects the $35,000,000 prepayment of the credit facility to reduce interest expense pending utilization of the facility for the Lindsay Acquisition (defined below) in April 2022.

(b)	The decrease in other real estate value and mortgage debt reflects the four dispositions in February 2022, partially offset by the acquisition of the industrial property leased to Kalera, Inc.

(c)

The December borrowing base value reflects a pro forma adjustment to include acquisition of the KIA auto dealership property on January 18, 2022 and the credit facility amounts reflect pro forma adjustments to reflect debt balances as of the January 18, 2022 closing of the facility, including borrowing to fund a portion of the KIA auto dealership property acquisition.

Modiv Inc.

Capitalization

(Unaudited)

EQUITY
Shares of Class C Common Stock		7,550,218
OP Units (Class M, Class P, Class R and Class C)		2,831,356
Total Class C Common Stock and OP Units		10,381,574
Price Per Share / Unit at March 31, 2022	$	17.94
IMPLIED EQUITY MARKET CAPITALIZATION	$	186,245,438
% of Total Capitalization		53	%

DEBT
Mortgage Debt
Costco Property	$	18,850,000
Taylor Fresh Foods Property		12,350,000
Sutter Health Property		13,534,220
Total Mortgage Debt	$	44,734,220
KeyBank Credit Facility
Revolver (a)	$	20,775,000
Term Loan (a)		100,000,000
Total Credit Facility	$	120,775,000
TOTAL DEBT	$	165,509,220
% of Total Capitalization		47	%
% of Total Debt - Floating Rate Debt (b)		73	%
% of Total Debt - Fixed Rate Debt (b)		27	%
% of Total Debt		100	%
ENTERPRISE VALUE
Total Capitalization	$	351,754,658
Less: Cash and Cash Equivalents		(25,344,063	)
Enterprise Value	$	326,410,595

(a)

In April 2022, the Company borrowed $44,000,000 to fund the acquisition of an eight-property portfolio of industrial properties leased to Lindsay Precast, LLC (the “Lindsay Acquisition”), drew the remaining $50,000,000 available under the Term loan commitment and reduced the Revolver to $14,775,000 in connection with the swap purchase described below.

(b)

On May 10, 2022, we purchased a five-year swap at 2.258% on our $150,000,000 term loan that results in a fixed interest rate of 3.858% when our leverage ratio is less than or equal to 40%. As part of this transaction, we sold a one-time option to terminate the swap on December 31, 2024, which reduced the swap rate. Under our Credit Agreement, the interest rate will continue to vary based on our leverage ratio.

Modiv Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	March 31, 2022			December 31, 2021
Assets
Real estate investments:
Land	$	94,309,538		$	61,005,402
Buildings and improvements		291,543,521			250,723,446
Tenant origination and absorption costs		21,847,712			22,027,054
Equipment		4,429,000			—
Total investments in real estate property		412,129,771			333,755,902
Accumulated depreciation and amortization		(40,911,625	)		(37,611,133	)
Total investments in real estate property, net		371,218,146			296,144,769
Unconsolidated investment in a real estate property		9,941,435			9,941,338
Total real estate investments, net		381,159,581			306,086,107
Real estate investments held for sale, net		—			31,510,762
Total real estate investments		381,159,581			337,596,869
Cash and cash equivalents		25,344,063			55,965,550
Restricted cash		—			2,441,970
Receivable from sale of early termination of lease		1,641,767			1,836,767
Tenant receivables		7,220,013			5,996,919
Above-market lease intangibles, net		658,563			691,019
Prepaid expenses and other assets		7,809,681			5,856,255
Assets related to real estate investments held for sale		—			788,296
Goodwill		—			17,320,857
Total assets	$	423,833,668		$	428,494,502
Liabilities and Equity
Mortgage notes payable, net	$	44,711,910		$	152,223,579
Mortgage notes payable related to real estate investments held for sale, net		—			21,699,912
Total mortgage notes payable, net		44,711,910			173,923,491
Credit facility revolver		20,775,000			8,022,000
Credit facility term loan, net		98,786,750			—
Accounts payable, accrued and other liabilities		8,783,533			11,844,881
Below-market lease intangibles, net		10,739,866			11,102,940
Interest rate swap derivatives		—			788,016
Liabilities related to real estate investments held for sale		—			383,282
Total liabilities		183,797,059			206,064,610

Commitments and contingencies

7.375% Series A cumulative redeemable perpetual preferred stock, $0.001 par value, 2,000,000 shares authorized, issued and outstanding as of March 31, 2022 and December 31, 2021		2,000			2,000
Class C common stock $0.001 par value, 300,000,000 shares authorized, 7,601,081 and 7,426,636 shares issued and 7,550,218 and 7,426,636 shares outstanding as of March 31, 2022 and December 31, 2021, respectively		7,601			7,427
Class S common stock $0.001 par value, 100,000,000 shares authorized, no and 63,768 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		—			64
Additional paid-in-capital		275,371,078			273,441,831
Treasury stock, 50,863 shares and no shares as of March 31, 2022 and December 31, 2021, respectively		(852,721	)		—
Cumulative distributions and net losses		(115,598,562	)		(101,624,430	)
Total Modiv Inc. equity		158,929,396			171,826,892
Noncontrolling interests in the Operating Partnership		81,107,213			50,603,000
Total equity		240,036,609			222,429,892
Total liabilities and equity	$	423,833,668		$	428,494,502

Modiv Inc.

Debt Overview

(Unaudited)

	Outstanding Balance
Collateral	March 31, 2022			December 31, 2021			Contractual Interest Rate			Effective Interest Rate			Loan Maturity
Mortgage notes:
Costco property	$	18,850,000		$	18,850,000			4.85	%		4.85	%	1/1/30
Taylor Fresh Foods property		12,350,000			12,350,000			3.85	%		3.85	%	11/1/29
Sutter Health property		13,534,220			13,597,120			4.50	%		4.50	%	3/9/24
Various mortgage notes repaid on January 18, 2022 (1)		—			108,178,317		Various			Various			Various
		44,734,220			152,975,437
Plus unamortized mortgage premium		198,093			204,281
Less unamortized deferred financing costs		(220,403	)		(956,139	)
Mortgage notes payable, net		44,711,910			152,223,579

KeyBank Credit Facility
Revolver (1)		20,775,000			—			(2	)		(2	)	1/18/26
Term loan (1)		100,000,000			—			(3	)		(3	)	1/18/27
Bank of California Credit Facility (1)		—			8,022,000			(4	)		(4	)		n/a
Total Credit Facility		120,775,000			8,022,000
Less unamortized deferred financing costs		(2,085,776	)		(100,080	)
		118,689,224			7,921,920
Total debt, net	$	163,401,134		$	160,145,499

(1)

On January 18, 2022, the Company refinanced 20 mortgage notes and its prior credit facility with the KeyBank Credit Facility. In April 2022, the Company borrowed $44,000,000 to fund the Lindsay Acquisition, drew the remaining $50,000,000 available under the Term loan commitment and reduced the Revolver to $14,775,000 in preparation for the swap agreement described below.

(2)

The interest rate on the Revolver is based on the Company’s leverage ratio. If the leverage ratio at the end of the prior quarter is between 45% and 50%, the interest rate on the Revolver will be 185 basis points over the Secured Overnight Financing Rate (‘‘SOFR’’) including a 10 basis points credit adjustment, which resulted in a floating interest rate of 2.1625% based on the pro forma leverage ratio of 46% as of September 30, 2021 upon closing the KeyBank Credit Facility after reflecting the January acquisition of the KIA auto dealership property. With our leverage ratio at 34% as of March 31, 2022, the spread over SOFR, including the credit adjustment, is currently 165 basis points and the interest rate on the Revolver was 1.9625% as of April 30, 2022. Following the Federal Reserve’s May 4, 2022 increase in the target range for federal funds by 50 basis points, the interest rate on the Revolver is 2.4625%.

(3)

On May 10, 2022, we purchased a five-year swap at 2.258% on the $150,000,000 term loan that results in a fixed interest rate of 3.858% when our leverage ratio is less than or equal to 40%. As part of this transaction, we sold a one-time option to terminate the swap on December 31, 2024, which reduced the swap rate. Under our Credit Facility, the interest rate will continue to vary based on our leverage ratio.

(4)

Under the terms of the prior credit facility with Bank of California, the Company paid a variable rate of interest on outstanding amounts equal to one percentage point over the prime rate published in The Wall Street Journal, provided that the interest rate in effect on any one day was not less than 4.75% per annum.

Modiv Inc.

Covenants

Credit Facility and Mortgage Notes Covenants

The following is a summary of key financial covenants for the Company’s credit facility and mortgage notes, as defined and calculated per the terms of the facility’s credit agreement and the mortgage notes’ governing documents, respectively, which are included in the Company’s filings with the U.S. Securities and Exchange Commission. These calculations, which are not based on U.S. GAAP measurements are presented to demonstrate that as of March 31, 2022, the Company believes it is in compliance with the covenants.

Unsecured Credit Facility Covenants	Required		March 31, 2022
Maximum leverage ratio	<60%		34%
Minimum fixed charge coverage ratio	>1.50x		1.63
Maximum secured indebtedness ratio	40%		9%
Minimum consolidated tangible net worth	$	209,834,595	$	280,948,234
Minimum investment grade tenants in borrowing base	30%		58%

Mortgage Notes Key Covenants	Debt service coverage ratio		March 31, 2022
Costco property	N.A.		N.A.
Taylor Fresh Foods property	1.5		3.3
Sutter Health property	1.4		2.2

Modiv Inc.

Real Estate Acquisitions

(Unaudited)

The following table summarizes the Company’s property acquisition activity during each of last five quarters ended March 31, 2022.

Q1 2022
Tenant and Location	Property Type	Area (Square Feet)		Lease Terms (Years)		Annual Rent Increase			Acquisition Price		Initial Cap Rate			Weighted Average Cap Rate
KIA, Carson, CA	Retail		72,623		25.0		2.0	%	$	69,275,000		5.7	%		7.3	%
Kalera, Saint Paul, MN	Industrial		78,857		20.0		2.5	%		8,079,000		7.0	%		8.9	%
			151,480		22.5		2.3	%	$	77,354,000		6.4	%		8.1	%

Q4 2021
Tenant and Location	Property Type	Area (Square Feet)		Lease Terms (Years)		Annual Rent Increase			Acquisition Price		Initial Cap Rate			Weighted Average Cap Rate
Arrow Tru-Line, Archbold, OH	Industrial		206,155		20.0		2.0	%	$	11,460,000		6.7	%		8.1	%

Q3 2021
Tenant and Location	Property Type	Area (Square Feet)		Lease Terms (Years)		Annual Rent Increase			Acquisition Price		Initial Cap Rate			Weighted Average Cap Rate
Raising Cane’s, San Antonio, TX	Retail		3,853		6.6		2.0	%	$	3,607,424		6.3	%		7.1	%

Q2 2021
Tenant and Location	Property Type	Area (Square Feet)		Lease Terms (Years)		Annual Rent Increase			Acquisition Price		Initial Cap Rate			Weighted Average Cap Rate
None

Q1 2021
Tenant and Location	Property Type	Area (Square Feet)		Lease Terms (Years)		Annual Rent Increase			Acquisition Price		Initial Cap Rate			Weighted Average Cap Rate
None

(a)

Subsequent to quarter-end the Company acquired an eight-property portfolio of industrial properties leased to Lindsay Precast, LLC for $56,150,000 which represents an initial cap rate of 6.65% and a weighted average cap rate of 8.52%. The properties are located in Colorado (3), Ohio (2), North Carolina (1), South Carolina (1) and Florida (1) and are subject to a 25-year master lease with 2% annual rent escalations.

Modiv Inc.

Real Estate Dispositions

(Unaudited)

The following table summarizes the Company’s property disposition activity during each of last five quarters ended March 31, 2022.

	Q1 2022
Tenant and Location		Property Type	Area (Square Feet)		Acquisition Price		Disposition Price		Net Book Value		Disposition Costs		Gain on Sale		Cap Rate
Bon Secours, Richmond, VA		Office	$	72,890	$	10,842,907	$	10,200,000	$	9,768,252	$	252,344	$	179,404		8.1	%
Omnicare, Richmond, VA		Industrial		51,800		7,324,370		8,760,000		6,478,621		218,489		2,062,890		6.8	%
Texas Health, Dallas TX		Office		38,794		7,689,924		7,040,000		6,711,271		168,352		160,377		7.9	%
Accredo, Orlando, FL		Office		63,000		10,710,500		14,000,000		8,552,619		449,275		4,998,106		7.3	%
			$	226,484	$	36,567,701	$	40,000,000	$	31,510,763	$	1,088,460	$	7,400,777		7.5	%

	Q4 2021
Tenant and Location		Property Type	Area (Square Feet)		Acquisition Price		Disposition Price		Net Book Value		Disposition Costs		Gain on Sale		Cap Rate
Harley Davidson, Bedford, TX		Retail	$	70,960	$	13,178,286	$	15,270,000	$	11,608,682	$	390,029	$	3,271,289		6.2	%

	Q3 2021
Tenant and Location		Property Type	Area(Square Feet)		Acquisition Price		Disposition Price		Net Book Value		Disposition Costs		Gain on Sale		Cap Rate
Dana. Cedar Park, TX		Industrial	$	45,465	$	9,452,169	$	10,000,000	$	5,375,746	$	381,483	$	4,242,771		7.7	%

	Q2 2021
Tenant and Location		Property Type	Area (Square Feet)		Acquisition Price		Disposition Price		Net Book Value		Disposition Costs		Gain on Sale		Cap Rate
None

	Q1 2021
Tenant and Location		Property Type	Area (Square Feet)		Acquisition Price		Disposition Price		Net Book Value		Disposition Costs		Gain on Sale		Cap Rate
Chevron Gas Station, Roseville, CA		Retail	$	3,300	$	3,784,986	$	4,050,000	$	3,686,140	$	135,091	$	228,769		5.5	%
EcoThrift, Sacramento, CA		Retail		38,536		5,824,072		5,375,300		5,200,858		123,027		51,415		7.3	%
Chevron Gas Station, San Jose, CA		Retail		1,060		4,200,336		4,288,888		4,044,869		234,561		9,458		5.1	%
			$	42,896	$	13,809,394	$	13,714,188	$	12,931,867	$	492,679	$	289,642		6.1	%

Modiv Inc.

Top 10 Tenants

(Unaudited)

Tenant (a)		Industry	ABR		ABR as a Percentage of Total Portfolio			Area (Square Feet)		Square Feet as a Percentage of Total Portfolio
KIA of Carson		Retail	$	3,927,717		13	%		72,623		3	%
Sutter Health		Office		2,545,417		8	%		106,592		5	%
Costco Wholesale		Office		2,308,286		8	%		97,191		4	%
AvAir		Industrial		2,284,473		7	%		162,714		7	%
Taylor Farm		Industrial		1,620,696		5	%		216,727		9	%
FUJIFILM Dimatix (b)		Industrial		1,594,896		5	%		91,740		4	%
	3-M	Industrial		1,630,656		5	%		410,400		18	%
Cummins		Office		1,467,684		5	%		87,230		4	%
Northrop Grumman		Office		1,255,907		4	%		107,419		5	%
Dollar General		Retail		951,969		3	%		82,157		4	%
Total Top 10 Tenants			$	19,587,701		64	%		1,434,793		62	%

(a)	Following the April 2022 Lindsay Acquisition, Lindsay Precast, LLC’s ABR of $3,734,141 and KIA of Carson’s ABR each represent approximately 11% of our total ABR.

(b)	Reflects our 72.71% tenant-in-common interest (“TIC Interest”).

Modiv Inc.

Property Type

(Unaudited)

Property	Number of Properties		ABR		ABR as a Percentage of Total Portfolio (a)			Area (Square Feet)		Square Feet as a Percentage of Total Portfolio
Industrial (b)		12	$	12,172,403		40	%		1,450,193		63	%
Retail		13		6,504,172		21	%		234,029		10	%
Office		11		11,948,042		39	%		625,352		27	%
Total Properties		36	$	30,624,617		100	%		2,309,574		100	%

(a)	Following the April 2022 Lindsay Acquisition, we own 20 industrial properties representing 46% of the portfolio, 13 retail properties representing 19% of the portfolio and 11 office properties representing 35% of the portfolio (based on pro forma ABR as of March 31, 2022).

(b)	Including TIC Interest.

Modiv Inc.

Tenant Industry Diversification (a)

(Unaudited)

Industry	Number of Properties		ABR		ABR as a Percentage of Total Portfolio			Area (Square Feet)		Square Feet as a Percentage of Total Portfolio
Automobile & Components		3	$	5,706,570		19	%		235,853		10	%
Pharmacies		3		4,234,661		14	%		316,347		14	%
General Retailers		10		3,363,862		11	%		190,254		8	%
Health Care Equipment & Services		1		2,545,417		8	%		106,592		5	%
Food, Beverage & Tobacco		2		2,188,583		7	%		295,584		13	%
Consumer Durables and Apparel		3		2,114,193		7	%		140,614		6	%
Technology Hardware & Equipment		2		2,065,137		7	%		130,240		6	%
Commercial & Professional Services		3		2,038,777		7	%		109,952		5	%
Consumer Services		2		1,862,696		6	%		91,390		4	%
Materials		1		1,630,656		5	%		410,400		18	%
Capital Goods		1		766,011		3	%		206,155		9	%
Pharmaceuticals, Biotechnology & Life Sciences		1		636,397		2	%		20,800		1	%
Restaurant		2		596,879		2	%		18,343		1	%
Energy		1		534,500		2	%		26,036		1	%
Other		1		340,278		1	%		11,014		—	%
Total		36	$	30,624,617		100	%		2,309,574		100	%

(a)	Data as of March 31, 2022, which does not reflect the Lindsay Acquisition.

Modiv Inc.

Tenant Geographic Diversification (a)

(Unaudited)

State	Number of Properties		ABR		ABR as a Percentage of Total Portfolio			Area (Square Feet)		Square Feet as a Percentage of Total Portfolio
California		13	$	13,025,670		43	%		600,395		26	%
Arizona		2		3,905,169		13	%		379,441		16	%
Washington		1		2,308,286		8	%		97,191		4	%
Florida		2		2,072,421		7	%		140,537		6	%
Illinois		1		1,630,656		5	%		410,400		18	%
Nevada		2		1,610,043		5	%		77,257		3	%
Ohio		5		1,521,366		5	%		272,618		12	%
Tennessee		1		1,467,684		5	%		87,230		4	%
Texas		3		1,237,921		4	%		62,879		3	%
North Carolina		1		882,510		3	%		64,637		3	%
Minnesota		1		567,887		2	%		78,857		3	%
Other		4		395,004		1	%		38,132		2	%
Total		36	$	30,624,617		100	%		2,309,574		100	%

(a)	Data as of March 31, 2022, which does not reflect the Lindsay Acquisition.

Modiv Inc.

Lease Expirations

(Unaudited)

10 Years and Thereafter Lease Expirations

As of March 31, 2022
Year	Number of Leases Expiring		Leased Square Footage Expiring		Percentage of Leased Square Footage Expiring			Cumulative Percentage of Leased Square Footage Expiring			Annualized Base Rent Expiring		Percentage of Annualized Base Rent Expiring (a)			Cumulative Percentage of Annualized Base Rent Expiring
April to December 2022		—		—		—	%		—	%	$	—		—	%		—	%
2023		3		142,146		6.2	%		6.2	%		1,406,006		4.6	%		4.6	%
2024		1		87,230		3.8	%		10.0	%		1,467,684		4.8	%		9.4	%
2025		6		312,746		13.5	%		23.5	%		7,203,750		23.5	%		32.9	%
2026		5		280,740		12.2	%		35.7	%		4,720,783		15.4	%		48.3	%
2027		2		104,022		4.5	%		40.2	%		1,391,586		4.5	%		52.8	%
2028		2		22,680		1.0	%		41.2	%		556,130		1.8	%		54.6	%
2029		3		134,714		5.8	%		47.0	%		2,088,521		6.8	%		61.4	%
2030		5		45,278		2.0	%		49.0	%		463,363		1.5	%		62.9	%
2031		—		—		—	%		49.0	%		—		—	%		62.9	%
2032		2		177,204		7.7	%		56.7	%		2,653,473		8.7	%		71.6	%
Thereafter		7		1,002,814		43.3	%		100.0	%		8,673,321		28.4	%		100.0	%
Total		36		2,309,574		100.0	%				$	30,624,617		100.0	%

(a)

The pro forma effect of including the April 2022 Lindsay Acquisition of eight industrial properties is an increase in our percentage of ABR expiring after 2032 from 28.1% to 36.1% with the percentage of ABR in expiring 2023 through 2026 decreasing to 4.1%, 4.3%, 21.0% and 13.7%, respectively, for a pro forma total of 43.1% expiring through the end of 2026 compared with 48.3% above.

Modiv Inc.

Disclosures Regarding Non-GAAP and Other Metrics

Notice Involving Non-GAAP Financial Measures

In addition to U.S. GAAP financial measures, this supplemental report contains and may refer to certain non-GAAP financial measures. These non-GAAP financial measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures should not be considered replacements for, and should be read together with, the most comparable GAAP financial measures. Reconciliations to the most directly comparable GAAP financial measures and statements of why management believes these measures are useful to investors are provided below.

Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”)

In order to provide a more complete understanding of the operating performance of a REIT, the National Association of Real Estate Investment Trusts (“Nareit”) promulgated a measure known as FFO. FFO is defined as net income or loss computed in accordance with GAAP, excluding extraordinary items, as defined by GAAP, and gains and losses from sales of depreciable operating property, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets), and after adjustment for unconsolidated partnerships, joint ventures and preferred distributions. Because FFO calculations adjust for such items as depreciation and amortization of real estate assets and gains and losses from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), they facilitate comparisons of operating performance between periods and between other REITs. As a result, we believe that the use of FFO, together with the required GAAP presentations, provides a more complete understanding of our performance relative to our competitors and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities. It should be noted, however, that other REITs may not define FFO in accordance with the current Nareit definition or may interpret the current Nareit definition differently than we do, making comparisons less meaningful.

We also believe that AFFO is a recognized measure of sustainable operating performance by the REIT industry. Further, we believe AFFO is useful in comparing the sustainability of our operating performance with the sustainability of the operating performance of other real estate companies.We believe that AFFO is a beneficial indicator of our ongoing portfolio performance and ability to sustain our current distribution level. More specifically, AFFO isolates the financial results of our operations. AFFO, however, is not considered an appropriate measure of historical earnings as it excludes certain significant costs that are otherwise included in reported earnings. Further, since the measure is based on historical financial information, AFFO for the period presented may not be indicative of future results or our future ability to pay our dividends. By providing FFO and AFFO, we present information that assists investors in aligning their analysis with management’s analysis of long-term operating activities.

For all of these reasons, we believe the non-GAAP measures of FFO and AFFO, in addition to income (loss) from operations, net income (loss) and cash flows from operating activities, as defined by GAAP, are helpful supplemental performance measures and useful to investors in evaluating the performance of our real estate portfolio. However, a material limitation associated with FFO and AFFO is that they are not indicative of our cash available to fund distributions since other uses of cash, such as capital expenditures at our properties and principal payments of debt, are not deducted when calculating FFO and AFFO. AFFO is useful in assisting management and investors in assessing our ongoing ability to generate cash flow from operations and continue as a going concern in future operating periods. However, FFO and AFFO are not useful measures in evaluating NAV because impairments are taken into account in determining NAV but not in determining FFO and AFFO. Therefore, FFO and AFFO should not be viewed as a more prominent measure of performance than income (loss) from operations, net income (loss) or cash flows from operating activities and each should be reviewed in connection with GAAP measurements.

Neither the SEC, Nareit, nor any other applicable regulatory body has opined on the acceptability of the adjustments contemplated to adjust FFO in order to calculate AFFO and its use as a non-GAAP performance measure. In the future, the SEC or Nareit may decide to standardize the allowable exclusions across the REIT industry, and we may have to adjust the calculation and characterization of this non-GAAP measure. Furthermore, as described in the notes to our unaudited condensed consolidated financial statements, the conversion ratios for units of Class M limited partnership interest in the Operating Partnership, units of Class P limited partnership interest in the Operating Partnership and units of Class R limited partnership interest (“Class R OP Units”) in the Operating Partnership can increase if the specified performance hurdles are achieved.

Adjusted EBITDA

We define Adjusted EBITDA as GAAP net income or loss adjusted to exclude depreciation and amortization, gains or losses from the sales of depreciable property, extraordinary items, provisions for impairment on investment in real estate and goodwill and intangibles, interest expense and non-cash items such as non-cash compensation expenses. We believe these non-GAAP financial measures are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs. EBITDA is not a measure of financial performance under GAAP, and our EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our EBITDA as an alternative to net income or cash flows from operating activities determined in accordance with GAAP.

Net Debt

We define Net Debt as gross debt less cash and cash equivalents and restricted cash.

Leverage Ratio

We define our Leverage Ratio as total debt as a percentage of the aggregate fair value of our real estate properties, including our proportionate interest in real estate owned by unconsolidated entities, plus our cash and cash equivalents.

Annualized Base Rent (“ABR”)

ABR represents contractual annual base rent for the next 12 months.

Initial Cap Rate

We define “initial cap rate” for property acquisitions as the initial annual cash rent divided by the purchase price of the property.

Weighted Average Cap Rate

We define “weighted average cap rate” for property acquisitions as the average annual cash rent including rent escalations over the lease term, divided by the purchase price of the property.

Maryland		001-40814		47-4156046
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

120 Newport Center Drive Newport Beach, California		92660
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class C Common Stock, $0.001 par value per share	MDV	New York Stock Exchange

7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share	MDV.PA	New York Stock Exchange

Exhibit No.	Description

99.1	Modiv Inc. Earnings Press Release dated May 16, 2022

99.2	Modiv Inc. Quarterly Supplemental Data For The Quarter Ended March 31, 2022

104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

	MODIV INC. (Registrant)

	By:	/s/ RAYMOND J. PACINI
		Name:	Raymond J. Pacini
		Title:	Chief Financial Officer

Date: May 16, 2022