UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2022

Modiv Inc.
(Exact name of registrant as specified in its charter)

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)

Registrant’s telephone number, including area code: (888) 686-6348

None
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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
 
MDV.PA
  New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02.
Results of Operations and Financial Condition
 
On August 11, 2022, Modiv Inc., a Maryland corporation (the “Company”), issued an earnings press release relating to the Company’s financial results for the quarter ended June 30, 2022. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Company also issued supplemental data and an earnings presentation for the quarter ended June 30, 2022. A copy of the supplemental data and earnings presentation are attached hereto as Exhibits 99.2 and 99.3 which are incorporated herein by reference. The press release, supplemental data and earnings presentation are available on the Company’s website.
 
The information in Item 2.02 of this Current Report, including Exhibits 99.1, 99.2 and 99.3 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless it is specifically incorporated by reference therein. References to the Company’s website in this Current Report on Form 8-K and in the attached Exhibits 99.1, 99.2 and 99.3 to this Current Report on Form 8-K do not incorporate by reference the information on such website into this Current Report on Form 8-K and the Company disclaims any such incorporation by reference.
 
Item 7.01.
Regulation FD Disclosure
 
On August 11, 2022, the Company issued an earnings press release relating to the Company’s financial results for the quarter ended June 30, 2022. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Company also issued supplemental data and an earnings presentation for the quarter ended June 30, 2022. A copy of the supplemental data and earnings presentation are attached hereto as Exhibits 99.2 and 99.3 which are incorporated herein by reference.
 
The furnishing of this earnings press release and supplemental data is not intended to constitute a representation that such furnishing is required by Regulation FD or other securities laws, or that the earnings press release and supplemental data include material investor information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information in the future.

The information in Item 7.01 of this Current Report, including Exhibits 99.1, 99.2 and 99.3 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or the Exchange Act, unless it is specifically incorporated by reference therein.
 
Item 9.01.
Financial Statements and Exhibits
 
(d) Exhibits
 
Exhibit No.
Description
   
Modiv Inc. Earnings Press Release dated August 11, 2022
   
Modiv Inc. Quarterly Supplemental Data For The Quarter Ended June 30, 2022
   
99.3
Modiv Inc. Earnings Presentation For The Quarter Ended June 30, 2022
   
104
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
MODIV INC.
(Registrant)
     
 
By:
/s/ RAYMOND J. PACINI
   
Name:Raymond J. Pacini
   
Title:Chief Financial Officer
     
Date: August 11, 2022
   
 



Exhibit 99.1

Modiv Announces Second Quarter 2022 Results

NEWPORT BEACH, CA, August 11, 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 second quarter ended June 30, 2022.

Highlights for the quarter and six months ended June 30, 2022 including subsequent events:


Total quarterly revenue increased 14% year-over-year to $10.4 million

Quarterly AFFO increased 18% year-over-year to $3.6 million, or $0.48 per basic share and $0.35 per diluted share

Acquired approximately $162 million of properties year-to-date, including 15 industrial manufacturing properties at a weighted average cap rate of 8.87%

Declared monthly dividends per common share of $0.09583, equivalent to an annual rate of $1.15 per share which represents a yield of 7.4% based on the recent price of our common stock.

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
January 2022
 
KIA of Carson
 
$
69,275,000
   
$
3,948,000
     
5.70
%
   
7.30
%
   
25
     
2.00
%
Annually
January 2022
 
Kalera
   
8,079,000
     
565,530
     
7.00
%
   
8.94
%
   
20
     
2.50
%
Annually
April 2022
 
Lindsay Precast
   
56,150,000
     
3,734,141
     
6.65
%
   
8.52
%
   
25
     
2.00
%
Annually
July 2022
 
Producto
   
5,343,862
     
385,255
     
7.21
%
   
8.76
%
   
20
     
2.00
%
Annually
July 2022
 
Valtir 1
   
7,922,321
     
718,312
     
9.07
%
   
10.64
%
   
15
     
2.25
%
Annually
July & August 2022
 
Valtir 2
   
15,452,679
     
1,081,688
     
7.00
%
   
9.26
%
   
25
     
2.25
%
Annually
        
$
162,222,862
   
$
10,432,926
     
6.43
%
   
8.20
%
   
22
     
2.17
%
 

(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.

During the second quarter, we remained disciplined and focused as we successfully executed upon our long-term strategy of increasing our ownership of industrial manufacturing properties while reducing our exposure to legacy office assets. Despite a challenging market environment, we grew AFFO by 18% to $3.6 million and total revenue by 14% year-over-year to $10.4 million, said Aaron Halfacre, Chief Executive Officer of Modiv.  With $47 million in office sales and $93 million in industrial purchases year-to-date, the Modiv team, yet again, has demonstrated its ability to transform our portfolio to match our long-term strategic goals despite being a newly listed and under-the-radar value play.

Financial review for the second quarter 2022

Total Revenues

Total revenues increased 14% year-over-year to $10.4 million, from $9.1 million reported in the prior year quarter. The growth in revenue primarily reflected an increase in rental income from acquisitions made in the second half of 2021 and the first half of 2022, partially offset by seven property dispositions during the same time period.


Operating Results

The second quarter of 2022 included a $1.0 million gain on the sale of one office property. In total, net income attributable to common stockholders was $1.2 million, or $0.17 per basic share and $0.14 per diluted share, compared to a net loss of $1.0 million, or a loss of $0.13 per basic and diluted share in the prior year period.
 
Adjusted Funds from Operations (AFFO)
 
Quarterly AFFO increased 18% to $3.6 million, or $0.48 per basic share and $0.35 per diluted share from AFFO of $3.0 million, or $0.40 per basic share and $0.34 per diluted share in the prior year period. This result was driven primarily by accretive acquisitions and the portfolios annual rent 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 July 29, 2022, August 31, 2022 and September 30, 2022 which will be paid on or about August 25, 2022, September 26, 2022 and October 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 which represents a yield of 7.4% based on the recent price of our common stock.

Real Estate Portfolio Highlights
 
Investment Activity

In April 2022, the Company invested $56.1 million in a portfolio of eight properties leased to Lindsay Precast, LLC, an industry-leading precast concrete manufacturer and steel fabricator with a 60-year operating history,  at a weighted average cap rate of 8.5%. 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.
 
Subsequent to quarter end, the Company invested (i) $5.3 million in two properties leased to subsidiaries of Producto Holdings, LLC, which specializes in manufacturing, machining, drilling, form grinding, heat treating, inspecting and engineering precision tools for the medical, semiconductor, aerospace, ammunition, and defense markets, and (ii) $23.4 million in four properties leased to Valtir, a manufacturer of commercial highway products such as guardrails and barriers, at attractive weighted average cap rates as set forth in the above table.

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 Modivs real estate leases have annual rent escalations, which generally range from 2-3%.
 

Disposition Activity

During June 2022, the Company sold one office property leased to EMCOR for aggregate net proceeds of $6.3 million and the Company is currently under contract to sell an additional office property leased to Williams Sonoma, which is expected to close in August 2022. While there are no guarantees that this anticipated sale will be completed, the Company has received a $500,000 non-refundable deposit from the buyer. The exit cap rate for these two office property sales is 7.56%.
 
Portfolio
 
As of June 30, 2022, the Companys portfolio consisted of 43 properties located in 16 states. The portfolio had approximately 2.9 million square feet of aggregate leasable space 100% leased to 29 different commercial tenants doing business in 15 separate industries.
 
On a pro forma basis, when including the Producto and Valtir acquisitions and the anticipated Williams Sonoma disposition with our portfolio as of June 30th, the Company owns 48 properties including 26 industrial properties representing 51% of the portfolio, 13 retail properties representing 19% of the portfolio and 9 office properties representing 30% of the portfolio (based on pro forma ABR as of June 30, 2022). As part of the Company’s long-term strategy to reduce office exposure, Modiv has decreased its office allocation by 20% since September 30, 2021.

Pro forma annualized base rent (based on rates in effect on June 30, 2022) totaled $35.6 million and the pro forma portfolio’s weighted average lease term was 11.6 years as of June 30, 2022. Approximately 52% 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.

Balance Sheet and Liquidity

As of June 30, 2022, total cash and cash equivalents were $11.7 million and the Company had $201.4 million of outstanding indebtedness consisting of $44.6 million of mortgages and $156.8 million outstanding on the Company's $250 million credit facility.

As of June 30, 2022, the Company had available borrowing capacity of approximately $60.0 million on the Revolver. Based on the current balance sheet, approximately 97% of the Company’s indebtedness holds a fixed interest rate. Subsequent to June 30, 2022, the Company borrowed $28.0 million to fund the Producto and Valtir acquisitions.

Until the Company achieves scale with total assets of greater than $1.0 billion, it may seek to increase near-term leverage if it identifies attractive acquisition opportunities in advance of completing dispositions or raising additional equity. On a pro forma basis, when including the Producto and Valtir acquisitions with our balance sheet as of June 30, 2022, the Companys 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) was 42%.

2022 Annual Guidance

The Company is maintaining 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 manufacturing properties during the next four 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 on Thursday, August 11, 2022, at 11:00 a.m. Eastern Time / 8:00 a.m. Pacific Time, to discuss the second quarter 2022 operating results and answer questions.
 
Live conference call: 1-877-514-3620 at 8:00 a.m. Pacific Time, Thursday, August 11

Webcast: To listen to the webcast, either live or archived, use this link 
https://event.choruscall.com/mediaframe/webcast.html?webcastid=wrFD7Jxs
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 June 30, 2022, Modiv had a $540 million real estate portfolio (based on estimated fair value) comprised of 2.9 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 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 August 11, 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.
Condensed Consolidated Statements of Operations
For the Three and Six Months Ended June 30, 2022 and 2021
(Unaudited)

   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2022
   
2021
   
2022
   
2021
 
Rental income
 
$
10,394,118
   
$
9,107,008
   
$
20,042,767
   
$
18,081,878
 
                                 
Expenses:
                               
General and administrative
   
1,615,182
     
1,932,635
     
3,721,365
     
4,618,621
 
Stock compensation expense
   
679,747
     
767,087
     
1,191,612
     
1,371,732
 
Depreciation and amortization
   
3,682,681
     
3,978,323
     
6,983,173
     
8,003,026
 
Interest expense
   
1,197,154
     
2,098,649
     
2,765,329
     
3,879,785
 
Property expenses
   
1,965,885
     
1,874,033
     
4,730,477
     
3,621,233
 
Reversal of impairment of real estate investment property
   
-
     
(400,999
)
   
-
     
(400,999
)
Impairment of goodwill
   
-
     
-
     
17,320,857
     
-
 
Total expenses
   
9,140,649
     
10,249,728
     
36,712,813
     
21,093,398
 
                                 
Other operating loss:
                               
Gain on sale of real estate investments
   
1,002,101
     
-
     
8,402,878
     
289,642
 
Operating income (loss)
   
2,255,570
     
(1,142,720
)
   
(8,267,168
)
   
(2,721,878
)
                                 
Other (expense) income:
                               
Interest income
   
1,763
     
51
     
15,198
     
101
 
Income from unconsolidated investment in a real estate property
   
66,868
     
74,834
     
162,332
     
147,301
 
Gain on forgiveness of economic relief note payable
   
-
     
-
     
-
     
517,000
 
Loss on early extinguishment of debt
   
-
     
-
     
(1,725,318
)
   
-
 
Other, net
   
66,143
     
65,992
     
132,136
     
151,985
 
Other (expense) income, net
   
134,774
     
140,877
     
(1,415,652
)
   
816,387
 
                                 
Net income (loss)
   
2,390,344
     
(1,001,843
)
   
(9,682,820
)
   
(1,905,491
)
Less: net income (loss) attributable to noncontrolling interest in Operating Partnership
   
219,214
     
-
     
1,708,815
     
-
 
Net income (loss) attributable to Modiv Inc.
   
2,171,130
     
(1,001,843
)
   
(7,974,005
)
   
(1,905,491
)
Preferred stock dividends
   
(921,875
)
   
-
     
(1,843,750
)
   
-
 
Net income (loss) attributable to common stockholders
 
$
1,249,255
   
$
(1,001,843
)
 
$
(9,817,755
)
 
$
(1,905,491
)
                                 
Earnings (loss) per share attributable to common stockholders
                               
Basic
 
$
0.17
   
$
(0.13
)
 
$
(1.31
)
 
$
(0.25
)
Diluted
 
$
0.14
   
$
(0.13
)
 
$
(1.31
)
 
$
(0.25
)
Weighted-average number of common shares outstanding
                               
Basic
   
7,478,973
     
7,614,196
     
7,505,673
     
7,630,401
 
Diluted
   
10,221,490
     
7,614,196
     
7,505,673
     
7,630,401
 
                                 
Distributions declared per common stock
 
$
0.2875
   
$
0.2625
   
$
0.6750
   
$
0.5250
 


MODIV INC.
Condensed Consolidated Balance Sheets
(Unaudited)

   
June 30, 2022
   
December 31, 2021
 
Assets
           
Real estate investments:
           
 Land
 
$
107,569,641
   
$
61,005,402
 
Building and improvements
   
327,472,940
     
251,246,290
 
Equipment
   
4,429,000
     
-
 
Tenant origination and absorption costs
   
21,384,224
     
21,504,210
 
Total investments in real estate property
   
460,855,805
     
333,755,902
 
Accumulated depreciation and amortization
   
(43,728,520
)
   
(37,611,133
)
Total investments in real estate property, net
   
417,127,285
     
296,144,769
 
Unconsolidated investment in a real estate property
   
9,956,517
     
9,941,338
 
Total real estate investments, net
   
427,083,802
     
306,086,107
 
Real estate investments held for sale, net
   
-
     
31,510,762
 
Total real estate investments, net
   
427,083,802
     
337,596,869
 
Cash and cash equivalents
   
11,705,449
     
55,965,550
 
Restricted cash
   
-
     
2,441,970
 
Receivable from early termination of lease
   
1,446,767
     
1,836,767
 
Tenant receivables
   
8,059,635
     
5,996,919
 
Above-market lease intangibles, net
   
626,107
     
691,019
 
Prepaid expenses and other assets
   
6,766,867
     
5,856,255
 
Interest rate swap on derivative
   
589,997
     
-
 
Assets related to real estate investments held for sale
   
-
     
788,296
 
Goodwill
   
-
     
17,320,857
 
Total assets
 
$
456,278,624
   
$
428,494,502
 
                 
Liabilities and Equity
               
Mortgage notes payable, net
 
$
44,608,815
   
$
152,223,579
 
Mortgage notes payable related to real estate investments held for sale, net
   
-
     
21,699,912
 
Total mortgage notes payable, net
   
44,608,815
     
173,923,491
 
Credit facility revolver
   
6,775,000
     
8,022,000
 
Credit facility term loan, net
   
148,850,050
     
-
 
Accounts payable, accrued and other liabilities
   
8,733,757
     
11,844,881
 
Below-market lease intangibles, net
   
10,175,284
     
11,102,940
 
Interest rate swap derivatives
   
-
     
788,016
 
Liabilities related to real estate investments held for sale
   
-
     
383,282
 
Total Liabilities
   
219,142,906
     
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 June 30, 2022 and December 31, 2021
   
2,000
     
2,000
 
Class C common stock $0.001 par value, 300,000,000 shares authorized, 7,643,992 shares issued and 7,456,562 shares outstanding as of June 30, 2022, respectively, and 7,426,636 shares issued and outstanding as of December 31, 2021
   
7,644
     
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 June 30, 2022 and December 31, 2021, respectively
   
-
     
64
 
Additional paid-in-capital
   
275,922,227
     
273,441,831
 
Treasury stock, at cost, 187,430 shares and no shares as of June 30, 2022 and December 31, 2021, respectively
   
(3,253,902
)
   
-
 
Cumulative distributions and net losses
   
(116,491,382
)
   
(101,624,430
)
Total Modiv Inc. equity
   
156,186,587
     
171,826,892
 
Noncontrolling interest in the Operating Partnership
   
80,949,131
     
50,603,000
 
Total equity
   
237,135,718
     
222,429,892
 
Total liabilities and equity
 
$
456,278,624
   
$
428,494,502
 


MODIV INC.
Reconciliation of Non-GAAP Measures
For the Three and Six Months Ended June 30, 2022 and 2021
(Unaudited)


      
Three Months Ended June 30,
   
Six Months Ended June 30,
 

   
2022
   
2021
   
2022
   
2021
 
Net income (loss) (in accordance with GAAP)
 
$
2,390,344
   
$
(1,001,843
)
 
$
(9,682,820
)
 
$
(1,905,491
)
Preferred stock dividends
   
(921,875
)
   
-
     
(1,843,750
)
   
-
 
Net loss attributable to common stockholders and Class C OP Units
   
1,468,469
     
(1,001,843
)
   
(11,526,570
)
   
(1,905,491
)
FFO adjustments:
                               
Add:
Depreciation and  amortization of real estate properties
   
3,682,681
     
3,512,727
     
6,983,173
     
7,077,287
 

Amortization of lease incentives
   
75,655
     
40,240
     
147,049
     
105,541
 

Depreciation and amortization for unconsolidated investment in a real estate property
   
190,468
     
181,786
     
380,936
     
363,572
 
Less:
Gain on sale of real estate investments, net
   
(1,002,101
)
   
-
     
(8,402,878
)
   
(289,642
)

Reversal of impairment of real estate investments
   
-
     
(400,999
)
   
-
     
(400,999
)

FFO  attributable to common stockholders and Class C OP Units
   
4,415,172
     
2,331,911
     
(12,418,290
)
   
4,950,268
 
AFFO adjustments:
                               
Add:
Amortization of corporate intangibles
   
-
     
465,596
     
-
     
925,739
 

Impairment of goodwill
   
-
     
-
     
17,320,857
     
-
 

Stock compensation
   
679,747
     
767,087
     
1,191,612
     
1,371,732
 

Deferred financing costs
   
101,781
     
100,624
     
1,368,506
     
199,693
 

Non-recurring loan prepayment penalties
   
-
     
-
     
615,336
     
-
 

Swap termination costs
   
-
     
-
     
733,000
     
23,900
 

Amortization of above-market lease intangibles
   
32,456
     
32,458
     
64,912
     
64,913
 

Acquisition fees and due diligence expenses, including abandoned pursuit costs
   
4,639
     
238,496
     
591,308
     
249,240
 
Less:
Deferred rents
   
(699,053
)
   
(428,155
)
   
(809,558
)
   
(702,978
)

Unrealized gains on interest rate swaps
   
(589,997
)
   
(90,600
)
   
(1,378,013
)
   
(517,719
)

Amortization of below-market lease intangibles
   
(349,810
)
   
(367,575
)
   
(712,884
)
   
(735,150
)

Gain on forgiveness of economic relief note payable
   
-
     
-
     
-
     
(517,000
)

Other adjustments for unconsolidated investment in a real estate property
   
(188
)
   
(12,196
)
   
(376
)
   
(44,390
)

AFFO  attributable to common stockholders and Class C OP Units
 
$
3,594,747
   
$
3,037,646
   
$
6,566,410
   
$
5,268,248
 

                                 
Weighted average shares outstanding:
                               

Basic
   
7,478,973
     
7,614,196
     
7,505,673
     
7,630,401
 

Fully Diluted (1)
   
10,221,490
     
8,833,945
     
10,241,023
     
8,880,365
 

                                 
FFO Per Share:
                               

Basic
 
$
0.59
   
$
0.31
   
$
(1.65
)
 
$
0.65
 

Fully Diluted
 
$
0.43
   
$
0.26
   
$
(1.65
)
 
$
0.56
 

                                 
AFFO Per Share
                               

Basic
 
$
0.48
   
$
0.40
   
$
0.87
   
$
0.69
 

Fully Diluted
 
$
0.35
   
$
0.34
   
$
0.64
   
$
0.59
 

(1)
Includes the Class C, 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.

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.


MODIV INC.
Reconciliation of Non-GAAP Measures - Adjusted EBITDA
For the Three and Six Months Ended June 30, 2022 and 2021
(Unaudited)

     
Three Months Ended June 30,
   
Six Months Ended June 30,
 
     
2022
   
2021
   
2022
   
2021
 
Net income (loss)
 
$
2,390,344
   
$
(1,001,843
)
 
$
(9,682,820
)
 
$
(1,905,491
)
                                   
Add:
Depreciation and  amortization
   
3,682,681
     
3,978,323
     
6,983,173
     
8,003,026
 
 
Depreciation and amortization for unconsolidated investment in a real estate property
   
190,468
     
181,786
     
380,936
     
363,572
 
 
Interest expense
   
1,197,154
     
2,098,649
     
2,765,329
     
3,879,785
 
 
Loss on early extinguishment of debt
   
-
     
-
     
1,725,318
     
-
 
 
Interest expense on unconsolidated investment in real estate property
   
98,135
     
100,366
     
195,780
     
200,419
 
 
Reversal of impairment of real estate investment property
   
-
     
(400,999
)
   
-
     
(400,999
)
 
Impairment of goodwill
   
-
     
-
     
17,320,857
     
-
 
 
Stock compensation
   
679,747
     
767,087
     
1,191,612
     
1,371,732
 
 
Write-off of due diligence costs related to abandoned acquisition of 10 properties leased to Walgreens
   
-
     
-
     
587,000
     
-
 
Less:
Gain on sale of real estate investments, net
   
(1,002,101
)
   
-
     
(8,402,878
)
   
(289,642
)
 
Adjusted EBITDA
 
$
7,236,428
   
$
5,723,369
   
$
13,064,307
   
$
11,222,402
 
                                   
Annualized Adjusted EBITDA
 
$
28,945,712
   
$
22,893,476
   
$
26,128,614
   
$
22,444,804
 
                                   
Net debt:
                               
 
Consolidated debt
 
$
201,425,173
   
$
190,181,378
   
$
201,425,173
   
$
190,181,378
 
 
Debt of unconsolidated investment in real estate property (a)
   
9,599,182
     
9,817,066
     
9,599,182
     
9,817,066
 
 
Consolidated cash and restricted cash
   
(11,705,449
)
   
(10,374,445
)
   
(11,705,449
)
   
(10,374,445
)
 
Cash of unconsolidated investment in real estate property (a)
   
(585,357
)
   
(572,064
)
   
(585,357
)
   
(572,064
)
     
$
198,733,549
   
$
189,051,935
   
$
198,733,549
   
$
189,051,935
 
                                   
Net debt / Adjusted EBITDA
   
6.9
x    
8.3
x    
7.6
x    
8.4
x

(a)
Reflects the Company's 72.71% pro rata share of the tenant-in common's mortgage note payable and cash.

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
 


June 30, 2022
 

Modiv Inc.
Supplemental Information - Second 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

2

About the Data
 
This data and other information described herein are as of and for the three months ended June 30, 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 June 30, 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.

3

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 June 30, 2022, Modiv had a $540 million real estate portfolio (based on estimated fair value) comprised of 2.9 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

4

Modiv Inc.
Condensed Consolidated Statements of Operations - Last Five Quarters
(Unaudited)
 
   
Three Months Ended
 
   
June 30,
2022
   
March 31,
2022
   
December 31,
2021
   
September 30,
2021
   
June 30,
2021
 
Rental income (a)
  $
10,394,118
   
$
9,648,649
   
$
7,899,149
   
$
10,241,690
   
$
9,107,008
 
                                         
Expenses:
                                       
General and administrative
   
1,615,182
     
2,106,183
     
2,186,563
     
2,930,578
     
2,108,782
 
Stock compensation
   
679,747
     
511,865
     
629,539
     
743,609
     
767,087
 
Depreciation and amortization
   
3,682,681
     
3,300,492
     
3,449,407
     
3,814,503
     
3,978,323
 
Interest expense
   
1,197,154
     
1,568,175
     
1,874,867
     
1,831,545
     
2,098,649
 
Property expenses (b)
   
1,965,885
     
2,764,592
     
1,580,629
     
1,658,437
     
1,697,886
 
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
   
9,140,649
     
27,572,164
     
13,488,195
     
10,978,672
     
10,249,728
 
                                         
Other operating income (loss):
                                       
Gain on sale of real estate investments
   
1,002,101
     
7,400,777
     
3,271,289
     
4,242,771
     
 
Operating income (loss)
   
2,255,570
     
(10,522,738
)
   
(2,317,757
)
   
3,505,789
     
(1,142,720
)
                                         
Other (expense) income:
                                       
Interest income
   
1,763
     
13,435
     
19,958
     
1,270
     
51
 
Income from investment in unconsolidated entity
   
66,868
     
95,464
     
53,337
     
75,403
     
74,834
 
Loss on early extinguishment of debt (d)
   
     
(1,725,318
)
   
     
     
 
Other (a)
   
66,143
     
65,993
     
65,993
     
65,993
     
65,992
 
Other (expense) income, net
   
134,774
     
(1,550,426
)
   
139,288
     
142,666
     
140,877
 
                                         
Net income (loss)
   
2,390,344
     
(12,073,164
)
   
(2,178,469
)
   
3,648,455
     
(1,001,843
)
Less: net income (loss) attributable to noncontrolling interest in Operating Partnership
   
219,214
     
(1,928,029
)
   
     
     
 
Net income (loss) attributable to Modiv Inc.
   
2,171,130
     
(10,145,135
)
   
(2,178,469
)
   
3,648,455
     
(1,001,843
)
Preferred stock dividends (e)
   
(921,875
)
   
(921,875
)
   
(921,875
)
   
(143,403
)
   
 
Net income (loss) attributable to common stockholders
 
$
1,249,255
   
$
(11,067,010
)
 
$
(3,100,344
)
 
$
3,505,052
   
$
(1,001,843
)
                                         
Earnings (loss) per share attributable to common stockholders
                                       
Basic
 
$
0.17
   
$
(1.47
)
 
$
(0.41
)
 
$
0.47
   
$
(0.13
)
Diluted
 
$
0.14
   
$
(1.47
)
 
$
(0.41
)
 
$
0.40
   
$
(0.13
)
                                         
Weighted-average number of common shares outstanding
                                       
Basic
   
7,478,973
     
7,533,158
     
7,531,167
     
7,531,559
     
7,614,196
 
Diluted (f)
   
10,221,490
     
7,533,158
     
7,531,167
     
8,750,875
     
7,614,196
 
                                         
Distributions declared per common share (g)
 
$
0.2875
   
$
0.3875
   
$
0.2875
   
$
0.2625
   
$
0.2625
 
 
(a)
Rental income includes tenant reimbursements for property expenses. During the three months ended 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 December 31, 2021 and later presentation.
(b)
Property expenses for the second quarter of 2022 include increased property and other taxes compared with the comparable quarter of 2021, primarily related to the growth of our portfolio. These expenses 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 losses 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 second quarter of 2022 and the third quarter of 2021 include Class C, Class M, Class P and Class R OP Units since the Company reported net income for those quarters. 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.

5

Modiv Inc.
Earnings (Loss) Per Share - Last Five Quarters
(Unaudited)
 
   
Three Months Ended
 
   
June 30,
2022
   
March 31,
2022
   
December 31,
2021
   
September 30,
2021
   
June 30,
2021
 
Numerator - Basic:
                             
Net income (loss)
 
$
2,390,344
   
$
(12,073,164
)
 
$
(2,178,469
)
 
$
3,648,455
   
$
(1,001,843
)
Net (income) loss attributable to noncontrolling interest in Operating Partnership
   
(219,214
)
   
1,928,029
     
     
     
 
Preferred stock dividends
   
(921,875
)
   
(921,875
)
   
(921,875
)
   
(143,403
)
   
 
Net income (loss) attributable to common stockholders
 
$
1,249,255
   
$
(11,067,010
)
 
$
(3,100,344
)
 
$
3,505,052
   
$
(1,001,843
)
                                         
Numerator - Diluted:
                                       
Net income (loss)
 
$
2,390,344
   
$
(12,073,164
)
 
$
(2,178,469
)
 
$
3,648,455
   
$
(1,001,843
)
Less: preferred stock dividends
   
(921,875
)
   
(921,875
)
   
(921,875
)
   
(143,403
)
   
 
Net income (loss) attributable to common stockholders
 
$
1,468,469
   
$
(12,995,039
)
 
$
(3,100,344
)
 
$
3,505,052
   
$
(1,001,843
)
                                         
Denominator:
                                       
Weighted average shares outstanding - basic
   
7,478,973
     
7,533,158
     
7,531,167
     
7,531,559
     
7,614,196
 
Operating Partnership Units - Class C (a)
   
1,312,382
     
     
     
     
 
Operating Partnership Units - other (b)
   
1,430,135
     
     
     
1,219,316
     
 
Weighted average shares outstanding - diluted
   
10,221,490
     
7,533,158
     
7,531,167
     
8,750,875
     
7,614,196
 
                                         
Earnings (loss) per share attributable to common stockholders:
                                       
Basic
 
$
0.17
   
$
(1.47
)
 
$
(0.41
)
 
$
0.47
   
$
(0.13
)
Diluted
 
$
0.14
   
$
(1.47
)
 
$
(0.41
)
 
$
0.40
   
$
(0.13
)
 
(a)
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 for the quarter ended March 31, 2022 because their effect would be anti-dilutive.
 
(b)
During the three months ended March 31, 2022, December 31, 2021 and June 30, 2021, the weighted average dilutive effect of 1,347,958, 1,213,173 and 1,219,789 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.

6

Modiv Inc.
FFO and AFFO - Last Five Quarters
(Unaudited)
 
   
Three Months Ended
 
   
June 30,
2022
   
March 31,
2022
   
December 31,
2021
   
September 30,
2021
   
June 30,
2021
 
Net income (loss) (in accordance with GAAP)
 
$
2,390,344
   
$
(12,073,164
)
 
$
(2,178,469
)
 
$
3,648,455
   
$
(1,001,843
)
Preferred stock dividends
   
(921,875
)
   
(921,875
)
   
(921,875
)
   
(143,403
)
   
 
Net income (loss) attributable to common stockholders and Class C OP Units
   
1,468,469
     
(12,995,039
)
   
(3,100,344
)
   
3,505,052
     
(1,001,843
)
FFO adjustments:
                                       
Add:   Depreciation and amortization
   
3,682,681
     
3,300,492
     
3,290,588
     
3,342,713
     
3,512,727
 
Amortization of lease incentives
   
75,655
     
71,394
     
53,203
     
86,694
     
40,240
 
Depreciation and amortization for unconsolidated investment in a real estate property
   
190,468
     
190,468
     
189,439
     
182,324
     
181,786
 
Less:  Gain on sale of real estate investments, net


(1,002,101
)


(7,400,777
)


(3,271,289
)


(4,242,771
)


 
Reversal of impairment of real estate investment properties
   
     
     
     
     
(400,999
)
FFO attributable to common stockholders and Class C OP Units
   
4,415,172
     
(16,833,462
)
   
(2,838,403
)
   
2,874,012
     
2,331,911
 
AFFO adjustments:
                                       
Add:   Amortization of corporate intangibles (a)
   
     
     
158,819
     
471,790
     
465,596
 
Impairment of goodwill and intangible assets (a)
   
     
17,320,857
     
3,767,190
     
     
 
Stock compensation (b)
   
679,747
     
511,865
     
629,542
     
743,609
     
767,087
 
Deferred financing costs (c)
   
101,781
     
1,266,725
     
162,200
     
7,393
     
100,624
 
Non-recurring loan prepayment penalties
   
     
615,336
     
     
     
 
Swap termination costs
   
     
733,000
     
     
     
 
Amortization of above-market lease intangibles
   
32,456
     
32,456
     
32,456
     
32,454
     
32,458
 
Acquisition fees and due diligence expenses, including abandoned pursuit costs (d)
   
4,639
     
586,669
     
(16,100
)
   
474,429
     
238,496
 
Less   Deferred rents
   
(699,053
)
   
(110,505
)
   
1,138,991
     
(247,716
)
   
(428,155
)
Unrealized gain on interest rate swaps
   
(589,997
)
   
(788,016
)
   
(285,982
)
   
(166,338
)
   
(90,600
)
Amortization of below-market lease intangibles
   
(349,810
)
   
(363,074
)
   
(363,074
)
   
(364,573
)
   
(367,575
)
Other adjustments for unconsolidated investment in a real estate property
   
(188
)
   
(188
)
   
(6,191
)
   
(12,195
)
   
(12,196
)
AFFO attributable to common stockholders and Class C OP Units
 
$
3,594,747
   
$
2,971,663
   
$
2,379,448
   
$
3,812,865
   
$
3,037,646
 
                                         
Weighted average shares outstanding
                                       
Basic
   
7,478,973
     
7,533,158
     
7,531,167
     
7,531,559
     
7,614,196
 
Fully diluted (e) (f)
   
10,221,490
     
10,193,498
     
8,744,340
     
8,750,875
     
8,833,985
 
FFO per share
                                       
Basic
 
$
0.59
   
$
(2.23
)
 
$
(0.38
)
 
$
0.38
   
$
0.31
 
Fully diluted
 
$
0.43
   
$
(2.23
)
 
$
(0.38
)
 
$
0.33
   
$
0.26
 
AFFO per share
                                       
Basic
 
$
0.48
   
$
0.39
   
$
0.32
   
$
0.51
   
$
0.40
 
Fully diluted
 
$
0.35
   
$
0.29
   
$
0.27
   
$
0.44
   
$
0.34
 

(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 was 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) 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 beginning 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 Class R OP Units to compute the weighted average number of shares for the quarter ended June 30, 2022 and the Class M, Class P and Class R OP Units to compute the weighted average number of shares for each prior quarter.

7

Modiv Inc.
Adjusted EBITDA - Last Five Quarters
(Unaudited)
 
   
Three Months Ended
 
   
June 30,
2022
   
March 31,
2022
   
December 31,
2021
   
September 30,
2021
   
June 30,
2021
 
Net income (loss)
 
$
2,390,344
   
$
(12,073,164
)
 
$
(2,178,469
)
 
$
3,648,455
   
$
(1,001,843
)
                                         
Add:   Depreciation and amortization
   
3,682,681
     
3,300,492
     
3,449,407
     
3,814,503
     
3,978,323
 
Depreciation and amortization for unconsolidated investment in a real estate property
   
190,468
     
190,468
     
189,439
     
182,324
     
181,786
 
Interest expense
   
1,197,155
     
1,568,175
     
1,874,867
     
1,831,545
     
2,098,649
 
Loss on early extinguishment of debt (a)
   
     
1,725,318
     
     
     
 
Interest expense on unconsolidated investment in real estate property
   
98,135
     
97,645
     
100,257
     
100,788
     
100,366
 
Reversal of impairment of real estate investment property
   
     
     
     
     
(400,999
)
Impairment of goodwill and intangible assets (b)
   
     
17,320,857
     
3,767,190
     
     
 
Stock compensation
   
679,747
     
511,865
     
629,542
     
743,609
     
767,087
 
Write-off of due diligence costs related to abandoned acquisition of 10 properties leased to Walgreens
   
     
587,000
     
     
     
 
Less:  Gain on sale of real estate investments
   
(1,002,101
)
   
(7,400,777
)
   
(3,271,289
)
   
(4,242,771
)
   
 
Adjusted EBITDA
 
$
7,236,429
   
$
5,827,879
   
$
4,560,944
   
$
6,078,453
   
$
5,723,369
 
                                         
Annualized adjusted EBITDA
  $
28,945,716
   
$
23,311,516
   
$
18,243,776
   
$
24,313,812
   
$
22,893,476
 
                                         
Net debt:
                                       
Debt
 
$
201,425,173
   
$
165,509,220
   
$
183,033,756
   
$
182,146,897
   
$
190,181,378
 
Debt of unconsolidated investment in real estate property (c)
   
9,599,182
     
9,653,689
     
9,709,710
     
9,764,171
     
9,817,066
 
Cash and restricted cash
   
(11,705,449
)
   
(25,344,063
)
   
(58,407,520
)
   
(54,710,887
)
   
(10,374,445
)
Cash of unconsolidated investment in real estate property (c)
   
(585,357
)
   
(458,948
)
   
(502,041
)
   
(487,490
)
   
(572,064
)
   
$
198,733,549
   
$
149,359,898
   
$
133,833,905
   
$
136,712,691
   
$
189,051,935
 
                                         
Net debt / Adjusted EBITDA
   
6.9
x
   
6.4
x
   
7.3
x
   
5.6
x
   
8.3
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 losses of $788,016.
(b)
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.
(c)
Includes the Company's 72.71% pro rata share of the tenant-in-common's mortgage note payable and cash.

8

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.
 
   
June 30,
2022
   
December 31, 2021 (d)
 
Total Asset Value
           
Cash and cash equivalents (a)
 
$
11,705,449
   
$
58,407,520
 
Borrowing base value (b)
   
388,766,886
     
362,497,305
 
Other real estate value (c)
   
122,076,864
     
130,670,000
 
Pro-rata share of unconsolidated investment
   
28,811,379
     
28,728,063
 
Total asset value
 
$
551,360,578
   
$
580,302,888
 
                 
Indebtedness
               
Credit facility revolver (a)
 
$
6,775,000
   
$
55,775,000
 
Credit facility term loan
   
150,000,000
     
100,000,000
 
Mortgage debt (c)
   
44,650,173
     
66,833,439
 
Pro-rata share of unconsolidated investment
   
9,599,182
     
9,709,710
 
Total indebtedness
 
$
211,024,355
   
$
232,318,149
 
 
               
Leverage Ratio
   
38
%
   
40
%
 
(a)
The decrease in cash and cash equivalents primarily reflects the use of cash for the Lindsay property portfolio acquisition in April 2022.
 
(b)
The increase in the borrowing base value reflects the addition of four industrial properties acquired in April 2022 which are leased to Lindsay and the addition of the one industrial property acquired in January 2022 and leased to Kalera, Inc., partially offset by the one office property sold in June 2022.
 
(c)
The decrease in other real estate value and mortgage debt reflects the four property dispositions in February 2022, partially offset by the addition of four industrial properties leased to Lindsay which will not be added to the borrowing base value until completion of a reverse 1031 exchange.
 
(d)
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.
 
9

Modiv Inc.
Capitalization as of June 30, 2022
(Unaudited)
 
PREFERRED EQUITY
     
7.375% Series A Cumulative Redeemable Perpetual Preferred Stock
 
$
50,000,000
 
% of Total Capitalization
   
12
%
         
COMMON EQUITY
       
Shares of Class C Common Stock
   
7,456,562
 
OP Units (Class M, Class P, Class R and Class C)
   
2,831,356
 
Total Class C Common Stock and OP Units
   
10,287,918
 
Price Per Share / Unit at June 30, 2022
 
$
17.68
 
IMPLIED EQUITY MARKET CAPITALIZATION
 
$
181,890,390
 
% of Total Capitalization
   
42
%
         
DEBT
       
Mortgage Debt
       
Costco Property
 
$
18,850,000
 
Taylor Fresh Foods Property
   
12,350,000
 
Sutter Health Property
   
13,450,173
 
Total Mortgage Debt
 
$
44,650,173
 
KeyBank Credit Facility
       
Revolver (a)
 
$
6,775,000
 
Term Loan (a)
   
150,000,000
 
Total Credit Facility
 
$
156,775,000
 
TOTAL DEBT
 
$
201,425,173
 
% of Total Capitalization
   
46
%
% of Total Debt - Floating Rate Debt (b)
   
3
%
% of Total Debt - Fixed Rate Debt (b)
   
97
%
% of Total Debt
   
100
%
ENTERPRISE VALUE
       
Total Capitalization
 
$
433,315,563
 
Less: Cash and Cash Equivalents
   
(11,705,449
)
Enterprise Value
 
$
421,610,114
 
 
(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. In June 2022, the Company made an $8,000,000 principal payment on the Revolver with available cash on hand to reduce interest expense.
(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.

10

Modiv Inc.
Condensed Consolidated Balance Sheets

(Unaudited)
 
   
June 30,
2022
   
December 31, 2021
 
Assets
           
Real estate investments:
           
Land
 
$
107,569,641
   
$
61,005,402
 
Buildings and improvements
   
327,472,940
     
250,723,446
 
Tenant origination and absorption costs
   
21,384,224
     
22,027,054
 
Equipment
   
4,429,000
     
 
Total investments in real estate property
   
460,855,805
     
333,755,902
 
Accumulated depreciation and amortization
   
(43,728,520
)
   
(37,611,133
)
Total investments in real estate property, net
   
417,127,285
     
296,144,769
 
Unconsolidated investment in a real estate property
   
9,956,518
     
9,941,338
 
Total real estate investments, net
   
427,083,803
     
306,086,107
 
Real estate investments held for sale, net
   
     
31,510,762
 
Total real estate investments
   
427,083,803
     
337,596,869
 
Cash and cash equivalents
   
11,705,449
     
55,965,550
 
Restricted cash
   
     
2,441,970
 
Receivable from sale of early termination of lease
   
1,446,767
     
1,836,767
 
Tenant receivables
   
8,059,634
     
5,996,919
 
Above-market lease intangibles, net
   
626,107
     
691,019
 
Prepaid expenses and other assets
   
6,766,867
     
5,856,255
 
Interest rate swap derivative
   
589,997
     
 
Assets related to real estate investments held for sale
   
     
788,296
 
Goodwill
   
     
17,320,857
 
Total assets
 
$
456,278,624
   
$
428,494,502
 
Liabilities and Equity
               
Mortgage notes payable, net
 
$
44,608,815
   
$
152,223,579
 
Mortgage notes payable related to real estate investments held for sale, net
   
     
21,699,912
 
Total mortgage notes payable, net
   
44,608,815
     
173,923,491
 
Credit facility revolver
   
6,775,000
     
8,022,000
 
Credit facility term loan, net
   
148,850,050
     
 
Accounts payable, accrued and other liabilities
   
8,733,757
     
11,844,881
 
Below-market lease intangibles, net
   
10,175,284
     
11,102,940
 
Interest rate swap derivatives
   
     
788,016
 
Liabilities related to real estate investments held for sale
   
     
383,282
 
Total liabilities
   
219,142,906
     
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 June 30, 2022 and December 31, 2021
   
2,000
     
2,000
 
Class C common stock $0.001 par value, 300,000,000 shares authorized, 7,643,992 shares issued and 7,456,562 shares outstanding as of June 30, 2022, respectively, and 7,426,636 shares issued and outstanding as of December 31, 2021
   
7,644
     
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 June 30, 2022 and December 31, 2021, respectively
   
     
64
 
Additional paid-in-capital
   
275,922,227
     
273,441,831
 
Treasury stock, at costs, 187,430 shares and no shares as of June 30, 2022 and December 31, 2021, respectively
   
(3,253,902
)
   
 
Cumulative distributions and net losses
   
(116,491,382
)
   
(101,624,430
)
Total Modiv Inc. equity
   
156,186,587
     
171,826,892
 
Noncontrolling interests in the Operating Partnership
   
80,949,131
     
50,603,000
 
Total equity
   
237,135,718
     
222,429,892
 
Total liabilities and equity
 
$
456,278,624
   
$
428,494,502
 

11

Modiv Inc.
Debt Overview
(Unaudited)
 
   
Outstanding Balance
                   
Collateral
 
June 30, 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
   
13,450,173
     
13,597,120
     
4.50
%
   
4.50
%
 
3/9/24
 
Various mortgage notes repaid on January 18, 2022 (a)
   
     
108,178,317
   
Various
   
Various
   
Various
 
     
44,650,173
     
152,975,437
                       
Plus unamortized mortgage premium
   
171,810
     
204,281
                       
Less unamortized deferred financing costs
   
(213,168
)
   
(956,139
)
                     
Mortgage notes payable, net
   
44,608,815
     
152,223,579
                       
                                       
KeyBank Credit Facility:
                                     
Revolver (a)
   
6,775,000
     
   
(b)
   
(b)
   
1/18/26
 
Term loan (a)
   
150,000,000
     
   
(c)
   
(c)
   
1/18/27
 
Bank of California Credit Facility (a)
   
     
8,022,000
   
(d)
   
(d)
     
n/a
 
Total Credit Facility
   
156,775,000
     
8,022,000
                         
Less unamortized deferred financing costs
   
(1,149,950
)
   
(100,080
)
                       
     
155,625,050
     
7,921,920
                         
Total debt, net
 
$
200,233,865
   
$
160,145,499
                         
 
(a)
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.  In June 2022, the Company made an $8,000,000 principal payment on the Revolver with available cash on hand to reduce interest expense.
 
(b)
The interest rate on the Revolver is based on the Company's leverage ratio at the end of the prior quarter. With our leverage ratio at 34% as of March 31, 2022, the spread over the Secured Overnight Financing Rate (‘‘SOFR’’), including a 10 basis point credit adjustment, is 165 basis points and the interest rate on the Revolver was 3.150% as of June 30, 2022. Our leverage ratio as of June 30, 2022 was 38% and following the Federal Reserve Bank’s July 27, 2022 increase in the target range for federal funds by 75 basis points, the interest rate on the Revolver is approximately 3.96%. We also pay an annual unused fee of up to 25 basis points on the Revolver, depending on the daily amount of the unused commitment.
 
(c)
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 agreed to 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.
 
(d)
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.
 
12

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 June 30, 2022, the Company believes it is in compliance with the covenants.
 
Unsecured Credit Facility Covenants
 
Required
   
June 30, 2022
 
Maximum leverage ratio
 
<60%
   
38%

Minimum fixed charge coverage ratio
 
>1.50x
   
1.82
 
Maximum secured indebtedness ratio
 
40%

 
8%

Minimum consolidated tangible net worth
 
$
209,795,448
   
$
280,864,238
 
Minimum investment grade tenants in borrowing base
 
30%

 
52%


Mortgage Notes Key Covenants
 
Debt service
coverage ratio
   
June 30, 2022
 
Costco property
 
N.A.
   
N.A.
 
Taylor Fresh Foods property
 
1.5
   
3.4
 
Sutter Health property
 
1.4
   
2.4
 

13

Modiv Inc.
Real Estate Acquisitions
(Unaudited)
 
The following table summarizes the Company’s property acquisition activity during each of last five quarters ended June 30, 2022.
 
Q2 2022(a)

                                     
Tenant and Location
 
Property
Type
 
Area
(Square
Feet)
   
Lease
Terms (Years)
   
Annual Rent
Increase
   
Acquisition
Price
   
Initial
Cap Rate
   
Weighted
Average
Cap Rate
 
Lindsay Precast, eight properties acquired in Colorado (3), Ohio (2), North Carolina, South Carolina and Florida
 
Industrial
   
618,195
     
25.0
     
2.0
%
 
$
56,150,000
     
6.65
%
   
8.52
%

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
                     

(a)
On July, 15, 2022, the Company acquired two industrial properties leased to New Vision Industries, LLC and Juniper Ring Acquisitions, LLC (the "Producto Acquisition") for $5,343,862 which represents an initial cap rate of 7.21% and a weighted average cap rate of 8.76%. The properties are located in Upstate New York. On July 26 and August 4, 2022, the Company acquired four industrial properties leased to Valtir, LLC for $23,375,000 which represents an initial cap rate of 7.70% and a weighted average cap rate of 9.73%. The properties are located in South Carolina, Ohio, Texas and Utah.

14

Modiv Inc.
Real Estate Dispositions
(Unaudited)
 
The following table summarizes the Company’s property disposition activity during each of last five quarters ended June 30, 2022.
 
Q2 2022
                                             
Tenant and Location
 
Property
Type
 
Area (Square
Feet)
   
Acquisition
Price
   
Disposition
Price
   
Net Book
Value
   
Disposition
Costs
   
Gain on Sale
   
Cap Rate
 
EMCOR, Cincinnati, OH
 
Office
   
39,385
   
$
6,138,538
   
$
6,525,000
   
$
5,343,541
   
$
179,358
   
$
1,002,101
     
7.8
%

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
                                                           

15

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
 
$
3,946,792
     
11
%
   
72,623
     
3
%
Lindsay
 
Industrial
   
3,746,588
     
11
%
   
618,195
     
21
%
Sutter Health
 
Office
   
2,609,779
     
7
%
   
106,592
     
4
%
Costco Wholesale
 
Office
   
2,326,509
     
7
%
   
97,191
     
3
%
AvAir
 
Industrial
   
2,295,839
     
7
%
   
162,714
     
6
%
3M

Industrial
   
1,792,764
     
5
%
   
410,400
     
14
%
Taylor Farm
 
Industrial
   
1,626,728
     
5
%
   
216,727
     
7
%
FUJIFILM Dimatix (b)
 
Industrial
   
1,606,903
     
5
%
   
91,740
     
3
%
Cummins
 
Office
   
1,485,386
     
4
%
   
87,230
     
3
%
Northrop Grumman
 
Office
   
1,262,084
     
4
%
   
107,419
     
4
%
Total Top 10 Tenants
     
$
22,699,372
     
66
%
   
1,970,831
     
68
%
 
(a)
Following the Valtir Acquisition in July and August 2022, Valtir, LLC’s ABR of $1,800,000 represents approximately  5% 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)
 
20
   
$
16,217,803
     
48
%
   
2,068,388
     
72
%
Retail
 
13
     
6,528,883
     
19
%
   
234,029
     
8
%
Office
 
10
     
11,398,322
     
33
%
   
585,967
     
20
%
Total Properties
 
43
   
$
34,145,008
     
100
%
   
2,888,384
     
100
%
 
(a)
Following the Company's July 2022 acquisitions of six industrial properties and a pending office disposition in August 2022, we own 26 industrial properties representing 51% of the portfolio, 13 retail properties representing 19% of the portfolio and 10 office properties representing 30% of the portfolio (based on pro forma ABR of $35,649,730 as of June 30, 2022).
 
(b)
Including TIC Interest.

16

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
 
Manufacturing
   
11
   
$
6,889,787
     
20
%
   
888,987
     
31
%
Automobile & Components
   
2
     
4,259,878
     
12
%
   
235,853
     
8
%
General Retailers
   
11
     
3,751,085
     
11
%
   
190,254
     
7
%
Health Care Equipment & Services
   
1
     
2,609,779
     
8
%
   
106,592
     
4
%
Transportation
   
1
     
2,295,839
     
7
%
   
162,714
     
6
%
Food, Beverage & Tobacco
   
2
     
2,198,150
     
6
%
   
295,584
     
10
%
Technology Hardware & Equipment
   
2
     
2,085,401
     
6
%
   
130,240
     
4
%
Defense
   
2
     
2,032,163
     
6
%
   
153,633
     
5
%
Materials
   
1
     
1,792,764
     
5
%
   
410,400
     
14
%
Commercial & Professional Services
   
2
     
1,542,100
     
5
%
   
70,567
     
2
%
Pharmaceuticals, Biotechnology & Life Sciences
   
1
     
1,179,234
     
3
%
   
20,800
      1
%
Consumer Durables and Apparel
   
2
     
1,088,051
     
3
%
   
75,977
     
3
%
Consumer Services
   
1
     
924,000
     
3
%
   
91,390
      3
%
Hotel & Restaurant
   
2
     
639,559
     
2
%
   
18,343
     
1
%
Energy
   
1
     
534,500
     
2
%
   
26,036
     
1
%
Government    
1
     
322,719
     
1
%
   
11,014
     
%
Total
   
43
   
$
34,145,009
     
100
%
   
2,888,384
     
100
%
 
(a)
Data as of June 30, 2022, which does not reflect the Producto and Valtir acquisitions which closed in July and August 2022.

17

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
 
$
13,045,207
   
38
%
 
600,395
   
21
%
Arizona
 
2
   
3,922,567
    12
%
 
379,441
   
13
%
Florida
 
3
   
2,657,272
   
8
%
 
237,329
   
8
%
Ohio
 
6
   
2,474,694
   
7
%
 
510,343
   
18
%
Washington
 
1
   
2,326,510
   
7
%
 
97,191
   
3
%
Illinois
 
1
   
1,792,764
   
5
%
 
410,400
   
14
%
Nevada
 
2
   
1,626,251
   
5
%
 
77,257
   
3
%
Tennessee
 
1
   
1,485,386
   
4
%
 
87,230
   
3
%
North Carolina
 
2
   
1,354,120
   
4
%
 
134,576
   
5
%
Texas
 
3
   
1,243,557
   
4
%
 
62,879
   
2
%
Colorado
 
3
   
827,201
   
2
%
 
98,994
    4
%
Minnesota
 
1
   
571,421
   
2
%
 
78,857
   
2
%
South Carolina
 
1
   
423,053
   
1
%
 
75,360
   
3
%
Maine
 
2
   
205,400
   
1
%
 
18,126
   
1
%
Georgia
   1    
 103,607       %
   10,906       %
Pennsylvania   1


85,998


%

9,100


%
Total
 
43
 
$
34,145,008
   
100
%
 
2,888,384
   
100
%
 
(a)
Data as of June 30, 2022, which does not reflect the Producto and Valtir acquisitions which closed in July and August 2022.

18

Modiv Inc.
Lease Expirations
(Unaudited)
 
 
 
10 Years and Thereafter Lease Expirations
 
As of June 30, 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
 
July to December 2022
   
     
     
%
   
%
 
$
     
%
   
%
2023
   
3
     
142,146
     
4.9
%
   
4.9
%
   
1,255,104
     
3.7
%
   
3.7
%
2024
   
1
     
87,230
     
3.0
%
   
7.9
%
   
1,485,386
     
4.3
%
   
8.0
%
2025
   
6
     
312,746
     
10.8
%
   
18.7
%
   
7,305,706
     
21.4
%
   
29.4
%
2026
   
5
     
280,740
     
9.7
%
   
28.4
%
   
4,733,806
     
13.9
%
   
43.3
%
2027
   
1
     
64,637
     
2.2
%
   
30.6
%
   
887,991
     
2.6
%
   
45.9
%
2028
   
2
     
22,680
     
0.8
%
   
31.4
%
   
561,766
     
1.6
%
   
47.5
%
2029
   
3
     
134,714
     
4.7
%
   
36.1
%
   
2,172,577
     
6.4
%
   
53.9
%
2030
   
5
     
45,278
     
1.6
%
   
37.7
%
   
463,363
     
1.4
%
   
55.3
%
2031
   
     
     
%
   
37.7
%
   
     
%
   
55.3
%
2032
   
2
     
177,204
     
6.1
%
   
43.8
%
   
2,664,838
     
7.8
%
   
63.1
%
Thereafter
   
15
     
1,621,009
     
56.2
%
   
100.0
%
   
12,614,471
     
36.9
%
   
100.0
%
    Total
   
43
     
2,888,384
     
100.0
%
         
$
34,145,008
     
100.0
%
       
 
(a)
The pro forma effect of including the July and August 2022 Producto and Valtir acquisitions and the expected disposition of the Williams Sonoma office property in August 2022 will increase our percentage of ABR expiring after 2032 from 44.7% to 49.0% with the percentage of ABR expiring from 2023 through 2026 decreasing to 3.5%, 4.2%, 18.6% and 13.3%, respectively, for a pro forma total of 39.6% expiring through the end of 2026 compared with 43.3% above.

19

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.
 
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, asset impairment write-downs, gain or loss from the extinguishment of debt, unrealized gains (losses) on derivative instruments, write-off 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. 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.

20

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.


21


Exhibit 99.3
 FINANCIAL HIGHLIGHTS AS OF JUNE 30, 2022  Maturity Schedule  Capitalization Table  93% of Debt Maturities have a Fixed Weighted Average Rate @ 4%  7% of Debt Maturities are Floating @ SOFR + 165 bps  $1.26 - $1.36  2022 AFFO per share Guidance  $540M  Gross Real Estate Value  35%+  Discount to Consensus Target Price  $1.15  Annual Per Share Dividend  (Paid Monthly)  $65M  Purchasing Power  From Revolver and Cash