UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(X)[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 20172018

 

( )[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

For the transition period from __________ to ___________

 

Commission File Number:001-33177

 

MONMOUTH REAL ESTATE INVESTMENT CORPORATION

(Exact name of registrant as specified in its charter)

 

Maryland 22-1897375

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

incorporation or organization)

identification number)

 identification number)

 

Juniper Business Plaza, 3499 Route 9 North, Suite 3-D, Freehold, NJ 07728

Juniper Business Plaza, 3499 Route 9 North, Suite 3-D, Freehold,NJ 07728
(Address of Principal Executive Offices)(Zip Code)

(Address of Principal Executive Offices)                           (Zip Code)

 

Registrant’s telephone number, including area code(732) 577-9996

 

 

 

(Former name, former address and former fiscal year, if changed since last report.)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [[X]No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [[X]No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):

 

Large accelerated filer [X]Accelerated filer [  ]
Non-accelerated filer [  ](Do not check if smaller reporting company)Smaller Reporting Company [  ]
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. Yes [  ] No [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [  ]No [X]

 

Number of shares outstanding of the issuer’s common stock, $0.01 par value per share, as of February 1, 2018: 77,692,1132019: 92,696,488

 

 

 

 

MONMOUTH REAL ESTATE INVESTMENT CORPORATION

AND SUBSIDIARIES

FOR THE QUARTER ENDED DECEMBER 31, 20172018

 

C O N T E N T SCONTENTS

 

  Page No
   
PART IFINANCIAL INFORMATION 
   
Item 1 -Financial Statements (Unaudited):
Consolidated Balance Sheets3
 Consolidated Balance Sheets3
Consolidated Statements of Income (Loss)5
 Consolidated Statements of Comprehensive Income (Loss)7
 Consolidated Statements of Shareholders’ Equity8
Consolidated Statements of Cash Flows89
 Notes to Consolidated Financial Statements910
   
Item 2 -Management’s Discussion and Analysis of Financial Condition and Results of Operations.22
   
Item 3 -Quantitative and Qualitative Disclosures About Market Risk.32
   
Item 4 -Controls and Procedures.32
   
PART II -OTHER INFORMATION33
   
Item 1 -Legal Proceedings.33
  
Item 1A -Risk Factors.33
   
Item 2 -Unregistered Sales of Equity Securities and Use of Proceeds.33
   
Item 3 -Defaults Upon Senior Securities.33
   
Item 4 -Mine Safety Disclosures.33
   
Item 5 -Other Information.33
   
Item 6 -Exhibits.3433
   
SIGNATURES3534

 

2
Table of Contents  

 

ITEM 1. Financial Statements (Unaudited)

 

MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 20172018 AND SEPTEMBER 30, 20172018

 

 

December 31, 2017

 

 

September 30, 2017

  December 31, 2018 September 30, 2018 
 (Unaudited)    (Unaudited)    
ASSETS             
        
Real Estate Investments:                
Land $193,562,859  $187,224,819  $236,496,768  $224,719,083 
Buildings and Improvements  1,290,476,339   1,244,691,715   1,598,894,954   1,494,859,336 
Total Real Estate Investments  1,484,039,198   1,431,916,534   1,835,391,722   1,719,578,419 
Accumulated Depreciation  (179,492,182)  (171,060,478)  (217,503,811)  (207,065,634)
Real Estate Investments  1,304,547,016   1,260,856,056   1,617,887,911   1,512,512,785 
                
Real Estate Held for Sale  9,481,407   14,606,028 
Cash and Cash Equivalents  10,755,901   10,226,046   12,768,766   9,324,585 
Securities Available for Sale at Fair Value  130,431,475   123,764,770   145,810,088   154,920,545 
Tenant and Other Receivables  5,385,744   1,753,054   6,673,026   1,249,434 
Deferred Rent Receivable  8,391,569   8,049,275   10,022,552   9,656,179 
Prepaid Expenses  9,125,236   5,434,874   11,364,081   6,189,796 
Intangible Assets, net of Accumulated Amortization of
$13,554,423 and $13,404,318, respectively
  10,811,664   10,010,165 
Capitalized Lease Costs, net of Accumulated Amortization of
$3,114,088 and $3,393,187, respectively
  4,161,907   4,180,907 
Financing Costs, net of Accumulated Amortization of
$713,450 and $619,555, respectively
  781,813   875,709 
Intangible Assets, net of Accumulated Amortization of
$14,199,559 and $13,699,519, respectively
  15,976,082   14,589,756 
Capitalized Lease Costs, net of Accumulated Amortization of
$3,409,446 and $3,271,481, respectively
  5,003,816   5,231,845 
Financing Costs, net of Accumulated Amortization of
$1,089,169 and $995,135, respectively
  407,212   500,129 
Other Assets  5,251,185   3,280,871   3,443,080   4,202,832 
                
TOTAL ASSETS $1,499,124,917  $1,443,037,755  $1,829,356,614  $1,718,377,886 

 

See Accompanying Notes to the Consolidated Financial Statements

 

3
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MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS – CONTINUED

AS OF DECEMBER 31, 20172018 AND SEPTEMBER 30, 20172018

 

 

December 31, 2017

 

 

September 30, 2017

 
 (Unaudited)    

December 31, 2018

  September 30, 2018 
      (Unaudited)    
LIABILITIES AND SHAREHOLDERS’ EQUITY             
Liabilities:                
Fixed Rate Mortgage Notes Payable, net of Unamortized Debt
Issuance Costs
 $612,651,435  $591,364,371  $771,705,118  $711,545,649 
Loans Payable  110,000,000   120,091,417   125,814,547   186,608,676 
Accounts Payable and Accrued Expenses  3,587,862   4,450,753   3,957,172   5,891,172 
Other Liabilities  18,801,819   14,265,518   22,323,567   16,426,622 
Total Liabilities  745,041,116   730,172,059   923,800,404   920,472,119 
                
COMMITMENTS AND CONTINGENCIES                
                
Shareholders’ Equity:                
6.125% Series C Cumulative Redeemable Preferred
Stock, $0.01 Par Value Per Share: 12,400,000
Shares Authorized as of December 31, 2017 and September 30,
2017; 10,879,379 and 9,839,445 Shares Issued and Outstanding
as of December 31, 2017 and September 30, 2017, respectively
  271,984,475   245,986,125 
Common Stock, $0.01 Par Value Per Share: 192,039,750 Shares Authorized as of December 31, 2017 and September 30, 2017; 77,209,110 and 75,630,521 Shares Issued and Outstanding as of December 31, 2017 and September 30, 2017, respectively  772,091   756,305 
Excess Stock, $0.01 Par Value Per Share: 200,000,000 Shares
Authorized as of December 31, 2017 and September 30, 2017;
No Shares Issued or Outstanding as of December 31, 2017 and
September 30, 2017
  -0-   -0- 
6.125% Series C Cumulative Redeemable Preferred
Stock, $0.01 Par Value Per Share: 16,400,000
Shares Authorized as of December 31, 2018 and September 30,
2018; 11,532,445 and 11,488,001 Shares Issued and Outstanding
as of December 31, 2018 and September 30, 2018, respectively
  288,311,125   287,200,025 
Common Stock, $0.01 Par Value Per Share: 188,039,750 Shares
Authorized as of December 31, 2018 and September 30, 2018;
92,335,115 and 81,503,134 Shares Issued and Outstanding as
of December 31, 2018 and September 30, 2018, respectively
  923,351   815,031 
Excess Stock, $0.01 Par Value Per Share: 200,000,000 Shares
Authorized as of December 31, 2018 and September 30, 2018;
No Shares Issued or Outstanding as of December 31, 2018 and
September 30, 2018
  -0-   -0- 
Additional Paid-In Capital  485,469,807   459,552,701   616,321,734   534,635,290 
Accumulated Other Comprehensive Income (Loss)  (4,142,572)  6,570,565 
Accumulated Other Comprehensive Loss  -0-   (24,744,579)
Undistributed Income  -0-   -0-   -0-   -0- 
Total Shareholders’ Equity  754,083,801   712,865,696   905,556,210   797,905,767 
                
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY $1,499,124,917  $1,443,037,755  $1,829,356,614  $1,718,377,886 

 

See Accompanying Notes to the Consolidated Financial Statements

 

4
Table of Contents  

 

MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)

FOR THE THREE MONTHS ENDED DECEMBER 31, 20172018 AND 20162017

 

 Three Months Ended  Three Months Ended 
 12/31/2017  12/31/2016  12/31/2018  12/31/2017 
INCOME:                
Rental Revenue $27,692,482  $23,280,856  $32,616,825  $27,692,482 
Reimbursement Revenue  5,049,340   3,900,755   6,529,789   5,772,167 
Lease Termination Income  210,261   -0-   -0-   210,261 
TOTAL INCOME  32,952,083   27,181,611   39,146,614   33,674,910 
                
EXPENSES:                
Real Estate Taxes  3,862,663   2,906,981   4,963,800   4,585,490 
Operating Expenses  1,436,241   1,294,468   1,864,247   1,436,241 
General & Administrative Expenses  1,947,032   1,442,463   1,816,892   1,947,032 
Acquisition Costs  -0-   178,526 
Depreciation  8,483,984   6,992,495   10,477,844   8,483,984 
Amortization of Capitalized Lease Costs and Intangible Assets  538,071   447,797   702,393   538,071 
TOTAL EXPENSES  16,267,991   13,262,730   19,825,176   16,990,818 
                
OTHER INCOME (EXPENSE):                
Dividend and Interest Income  2,864,217   1,292,151   4,367,634   2,864,217 
Gain on Sale of Securities Transactions  100,153   806,108   -0-   100,153 
Unrealized Holding Losses Arising
During the Period
  (42,626,889)  -0- 
Interest Expense, including Amortization of Financing Costs  (7,405,947)  (6,163,219)  (9,005,405)  (7,405,947)
TOTAL OTHER INCOME (EXPENSE)  (4,441,577)  (4,064,960)  (47,264,660)  (4,441,577)
                
INCOME FROM CONTINUING OPERATIONS  12,242,515   9,853,921 

INCOME (LOSS) FROM CONTINUING

OPERATIONS

  (27,943,222)  12,242,515 
                
Gain on Sale of Real Estate Investments  5,387,886   -0-   -0-   5,387,886 
                
NET INCOME  17,630,401   9,853,921 
NET INCOME (LOSS)  (27,943,222)  17,630,401 
                
Less: Preferred Dividends  4,316,946   3,697,760   4,420,441   4,316,946 
                

NET INCOME ATTRIBUTABLE TO

COMMON SHAREHOLDERS

 $13,313,455  $6,156,161 

NET INCOME (LOSS) ATTRIBUTABLE

TO COMMON SHAREHOLDERS

 $(32,363,663) $13,313,455 

 

See Accompanying Notes to Consolidated Financial Statements

 

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MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)

FOR THE THREE MONTHS ENDED DECEMBER 31, 20172018 AND 2016 -2017– CONTINUED

 

  Three Months Ended 
  12/31/2017  12/31/2016 
       
BASIC INCOME – PER SHARE        
Net Income $0.23  $0.14 
Less: Preferred Dividends  (0.06)  (0.05)
Net Income Attributable to Common Shareholders - Basic $0.17  $0.09 
         
DILUTED INCOME – PER SHARE        
Net Income $0.23  $0.14 
Less: Preferred Dividends  (0.06)  (0.05)
Net Income Attributable to Common Shareholders - Diluted $0.17  $0.09 
         
WEIGHTED AVERAGE COMMON        
SHARES OUTSTANDING        
Basic  76,375,400   69,686,153 
Diluted  76,586,782   69,829,793 

  Three Months Ended 
  12/31/2018  12/31/2017 
       
BASIC INCOME (LOSS) – PER SHARE        
Net Income (Loss) $(0.31) $0.23 
Less: Preferred Dividends  (0.05)  (0.06)
Net Income (Loss) Attributable to Common Shareholders - Basic $(0.36) $0.17 
         
DILUTED INCOME (LOSS) – PER SHARE        
Net Income (Loss) $(0.31) $0.23 
Less: Preferred Dividends  (0.05)  (0.06)
Net Income (Loss) Attributable to Common Shareholders - Diluted $(0.36) $0.17 
         
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING        
Basic  90,505,329   76,375,400 
Diluted  90,659,652   76,586,782 

 

See Accompanying Notes to Consolidated Financial Statements

 

6
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MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

FOR THE THREE MONTHS ENDED DECEMBER 31, 20172018 AND 20162017

 

  Three Months Ended 
  12/31/2017  12/31/2016 
       
Net Income $17,630,401  $9,853,921 
Other Comprehensive Income:        
Unrealized Holding Gains (Losses) Arising During  the Period  (10,612,984)  (1,941,041)
Reclassification Adjustment for Net Gains Realized in Income  (100,153)  (806,108)
TOTAL COMPREHENSIVE INCOME  6,917,264   7,106,772 
Less: Preferred Dividends  4,316,946   3,697,760 

COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS

 $2,600,318  $3,409,012 
  Three Months Ended 
  12/31/2018  12/31/2017 
       
Net Income (Loss) $(27,943,222) $17,630,401 
Other Comprehensive Income (Loss):        
Unrealized Holding Losses Arising During the Period  -0-   (10,612,984)
Reclassification Adjustment for Net Gains Realized in Income  -0-   (100,153)
TOTAL COMPREHENSIVE INCOME (LOSS)  (27,943,222)  6,917,264 
Less: Preferred Dividends  4,420,441   4,316,946 

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE

TO COMMON SHAREHOLDERS

 $(32,363,663) $2,600,318 

 

See Accompanying Notes to Consolidated Financial Statements

 

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MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE MONTHS ENDED DECEMBER 31, 2018 AND 2017

  Common
Stock
  Preferred
Stock Series C
  Additional
Paid in
Capital
  Undistributed
Income (Loss)
  Accumulated
Other
Comprehensive
Income (Loss)
  Total
Shareholders’
Equity
 
Balance September 30, 2018 $815,031  $287,200,025  $534,635,290  $-0-  $(24,744,579) $797,905,767 
Impact of Adoption of Accounting Standards Update 2016-01  -0-   -0-   -0-  $(24,744,579)  24,744,579   -0- 
Shares Issued in Connection with the DRIP (1)  16,070   -0-   22,094,436   -0-   -0-   22,110,506 
Shares Issued in Connection with Underwritten Public Offering of Common Stock, net of offering costs  92,000   -0-   132,246,335   -0-   -0-   132,338,335 
Shares Issued in Connection with At-The-Market Offerings of 6.125% Series C Preferred Stock, net of offering costs  -0-   1,111,100   (104,950)  -0-   -0-   1,006,150 
Shares Issued Through Restricted Stock Awards  250   -0-   (250)  -0-   -0-   -0- 
Stock Compensation Expense  -0-   -0-   129,026   -0-   -0-   129,026 
Distributions To Common Shareholders ($0.17 per share)  -0-   -0-   (72,678,153)  57,108,242   -0-   (15,569,911)
Net Loss  -0-   -0-   -0-   (27,943,222)  -0-   (27,943,222)
Preferred Dividends ($0.3828125 per share)  -0-   -0-   -0-   (4,420,441)  -0-   (4,420,441)
Balance December 31, 2018 $923,351  $288,311,125  $616,321,734  $-0-  $-0-  $905,556,210 

  Common
Stock
  Preferred
Stock Series C
  Additional
Paid in
Capital
  Undistributed
Income (Loss)
  Accumulated
Other
Comprehensive
Income (Loss)
  Total
Shareholders’
Equity
 
Balance September 30, 2017 $756,305  $245,986,125  $459,552,701  $-0-  $6,570,565  $712,865,696 
Shares Issued in Connection with the DRIP (1)  15,461   -0-   25,515,969   -0-   -0-   25,531,430 
Shares Issued in Connection with At-The-Market Offerings of 6.125% Series C Preferred Stock, net of offering costs  -0-   25,998,350   (310,834)  -0-   -0-   25,687,516 
Shares Issued Through the Exercise of Stock Options  200  ��-0-   284,600   -0-   -0-   284,800 
Shares Issued Through Restricted Stock Awards  125   -0-   (125)  -0-   -0-   -0- 
Stock Compensation Expense  -0-   -0-   130,763   -0-   -0-   130,763 
Distributions To Common Shareholders ($0.17 per share)  -0-   -0-   296,733   (13,313,455)  -0-   (13,016,722)
Net Income  -0-   -0-   -0-   17,630,401   -0-   17,630,401 
Preferred Dividends ($0.3828125 per share)  -0-   -0-   -0-   (4,316,946)  -0-   (4,316,946)
Change in Unrealized Net Holding Gain (Loss) on Securities Available for Sale, Net of Reclassification Adjustment  -0-   -0-   -0-   -0-   (10,713,137)  (10,713,137)
Balance December 31, 2017 $772,091  $271,984,475  $485,469,807  $-0-  $(4,142,572) $754,083,801 

(1)Dividend Reinvestment and Stock Purchase Plan

See Accompanying Notes to the Consolidated Financial Statements

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MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED DECEMBER 31, 20172018 AND 20162017

 

 Three Months Ended  Three Months Ended 
 12/31/2017 12/31/2016  12/31/2018  12/31/2017 
CASH FLOWS FROM OPERATING ACTIVITIES                
Net Income $17,630,401  $9,853,921 
Noncash Items Included in Net Income:        
Net Income (Loss) $(27,943,222) $17,630,401 
Noncash Items Included in Net Income (Loss):        
Depreciation & Amortization  9,315,949   7,721,205   11,497,350   9,315,949 
Deferred Straight Line Rent  (396,028)  (343,239)  (336,484)  (396,028)
Stock Compensation Expense  130,763   100,155   129,026   130,763 
Unrealized Holding Losses Arising During the Period  42,626,889   -0- 
Gain on Sale of Securities Transactions  (100,153)  (806,108)  -0-   (100,153)
(Gain) / Loss on Sale of Real Estate Investments  (5,387,886)  95,336 
Gain on Sale of Real Estate Investments  -0-   (5,387,886)
Changes In:                
Tenant & Other Receivables  (3,607,013)  (255,461)  (5,397,913)  (3,607,013)
Prepaid Expenses  (3,690,362)  (2,645,032)  (5,174,285)  (3,690,362)
Other Assets & Capitalized Lease Costs  (89,641)  (428,282)  1,224,442   (89,641)
Accounts Payable, Accrued Expenses & Other Liabilities  3,284,409   860,211   5,286,173   3,284,409 
NET CASH PROVIDED BY OPERATING ACTIVITIES  17,090,439   14,152,706   21,911,976   17,090,439 
                
CASH FLOWS FROM INVESTING ACTIVITIES                
Purchase of Real Estate & Intangible Assets  (52,500,165)  (56,101,538)  (113,405,548)  (52,500,165)
Capital Improvements  (1,782,422)  (696,941)  (5,657,269)  (1,782,422)
Proceeds on Sales of Real Estate  10,499,704   4,125,819 
Proceeds from Sale of Real Estate Investments  -0-   10,499,704 
Return of Deposits on Real Estate  450,000   1,000,000   200,000   450,000 
Deposits Paid on Acquisitions of Real Estate  (1,350,000)  (820,000)  (700,000)  (1,350,000)
Proceeds from Sale of Securities Available for Sale  2,435,168   3,738,938   -0-   2,435,168 
Purchase of Securities Available for Sale  (19,714,857)  (6,396,581)  (33,516,432)  (19,714,857)
NET CASH USED IN INVESTING ACTIVITIES  (61,962,572)  (55,150,303)  (153,079,249)  (61,962,572)
                
CASH FLOWS FROM FINANCING ACTIVITIES                

Net Repayments on Loans Payable

  (10,091,417)  (4,790,684)  (60,794,129)  (10,091,417)
Proceeds from Fixed Rate Mortgage Notes Payable  33,800,000   38,000,000   72,500,000   33,800,000 
Principal Payments on Fixed Rate Mortgage Notes Payable  (12,351,030)  (9,456,016)  (12,121,151)  (12,351,030)
Financing Costs Paid on Debt  (361,905)  (636,963)  (443,576)  (361,905)
Proceeds from the Exercise of Stock Options  284,800   -0-   -0-   284,800 
Redemption of 7.625% Series A Preferred Stock  -0-   (53,493,750)
Proceeds from Underwritten Public Offering of Common Stock,
net of offering costs
  132,338,335   -0- 
Proceeds from At-The-Market Preferred Equity Program, net
of offering costs
  25,687,516   -0-   1,006,150   25,687,516 
Proceeds from Issuance of Common Stock in the DRIP, net of
Dividend Reinvestments
  22,611,458   18,877,487   17,595,425   22,611,458 
Preferred Dividends Paid  (4,080,685)  (3,422,136)  (4,414,770)  (4,080,685)
Common Dividends Paid, net of Reinvestments  (10,096,749)  (9,107,243)  (11,054,830)  (10,096,749)

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

  45,401,988   (24,029,305)
NET CASH PROVIDED BY FINANCING ACTIVITIES�� 134,611,454   45,401,988 
                
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS  529,855   (65,026,902)
NET INCREASE IN CASH AND CASH EQUIVALENTS  3,444,181   529,855 
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD  10,226,046   95,749,508   9,324,585   10,226,046 
CASH AND CASH EQUIVALENTS - END OF PERIOD $10,755,901  $30,722,606  $12,768,766  $10,755,901 

 

See Accompanying Notes to Consolidated Financial Statements

 

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MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

DECEMBER 31, 20172018

 

NOTE 1 – ORGANIZATION AND ACCOUNTING POLICIES

 

Monmouth Real Estate Investment Corporation, a Maryland corporation, together with its consolidated subsidiaries (MREIC,(we, our, us, the Company or we)MREIC), operates as a real estate investment trust (REIT) deriving its income primarily from real estate rental operations. We were founded in 1968 and are one of the oldest public equity REITs in the world. As of December 31, 2017, the Company2018, we owned 108113 properties with total square footage of approximately 19,096,000,21,647,000, which was 99.5%98.9% occupied, as compared to 108111 properties with total square footage of approximately 18,790,000,21,174,000, which was 99.3%99.6% occupied as of September 30, 2017.2018. These properties are located in 30 states: Alabama, Arizona, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Michigan, Minnesota, Mississippi, Missouri, Nebraska, New Jersey, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, Washington and Wisconsin. As of the quarter ended December 31, 2017, the Company’s2018, our weighted average lease maturity was approximately 7.98.0 years and itsour annualized average base rent per occupied square foot was $5.99.$6.22. As of December 31, 2017,2018, the weighted average building age, based on the square footage of the Company’sour buildings, was 9.18.6 years. The CompanyWe also ownsown a portfolio of REIT investment securities, which the Companywe generally limitslimit to no more than approximately 10% of itsour undepreciated assets (which is the Company’sour total assets, excluding accumulated depreciation). Total gross real estate investments,assets excluding marketable REIT securities investments of $130,431,475,accumulated depreciation were $1,484,039,198$2,046,860,425 as of December 31, 2017.2018. We held $145,810,088 in marketable REIT securities as of December 31, 2018, representing 7.1% of our undepreciated assets.

 

The Company hasWe have elected to be taxed as a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the Code), and intendswe intend to maintain itsour qualification as a REIT in the future. As a qualified REIT, with limited exceptions, the Companywe will not be taxed under Federal and certain state income tax laws at the corporate level on taxable income that it distributeswe distribute to itsour shareholders. For special tax provisions applicable to REITs, refer to Sections 856-860 of the Code. The Company isWe are subject to franchise taxes in several of the states in which the Company owns property.we own properties.

 

In December 2017, as part of the Tax Cuts and Jobs Act of 2017 (the Act)TCJA), Code Section 199A was added to the Code and became effective for tax years beginning after December 31, 2017 and before January 1, 2026. Under the Act,TCJA, subject to certain income limitations, an individual taxpayer and estates and trusts may deduct 20% of the aggregate amount of qualified REIT dividends they receive from their taxable income. Qualified REIT dividends do not include any portion of a dividend received from a REIT that is classified as a capital gain dividend.dividend or qualified dividend income.

 

The interim Consolidated Financial Statements furnished herein have been prepared in accordance with Accounting Principles Generally Accepted in the United States of America (U.S. GAAP) applicable to interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In theour opinion, of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 20172018 are not necessarily indicative of the results that may be expected for the year ending September 30, 2018.2019. For further information, refer to the Consolidated Financial Statements and footnotes thereto included in the Company’sour annual report on Form 10-K for the fiscal year ended September 30, 2017.2018.

 

Use of Estimates

 

In preparing the financial statements in accordance with U.S. GAAP, management iswe are required to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods and related disclosure of contingent assets and liabilities. Actual results could differ from these estimates and assumptions.

 

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Reclassification

 

Certain prior period amounts in the accompanying Consolidated Financial Statements have been reclassified to conform to the current period’s presentation.

 

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Lease Termination Income

Lease Termination Income is recognized in operating revenues when there is a signed termination agreement, all of the conditions of the agreement have been met, the tenant is no longer occupying the property and the termination consideration is probable of collection. Lease termination amounts are paid by tenants who want to terminate their lease obligations before the end of the contractual term of the lease by agreement with the Company.

Two leases that were set to expire during fiscal 2018 were leased to Kellogg Sales Company (Kellogg) at the Company’s 65,067 square foot facility located in Kansas City, MO through July 31, 2018 and at the Company’s 50,400 square foot facility located in Orangeburg, NY through February 28, 2018. Kellogg informed the Company that it will not be renewing its leases at these two properties. On December 18, 2017, the Company sold its property, located in Kansas City, MO for $4,900,000, with net sale proceeds to the Company of approximately $4,602,000 and on December 22, 2017, the Company sold its property, located in Orangeburg, NY for $6,170,000, with net sale proceeds to the Company of approximately $5,898,000. The sale of these two properties resulted in a realized gain of approximately $5,388,000, representing a 105% gain over the depreciated U.S. GAAP basis and a realized net gain on a historic cost undepreciated basis of approximately $1,804,000, representing a 21% net gain over the Company’s historic cost basis. In conjunction with the sale of these two properties, the Company simultaneously entered into a lease termination agreement for each property whereby the Company received a termination fee from Kellogg totaling approximately $210,000 which represents a weighted average of 80% of the then remaining rent due under each respective lease.

Of the Company’s 108 properties, only five locations have leases that contain an early termination provision. The Company’s leases with early termination provisions are the 26,340 square foot location in Ridgeland (Jackson), MS, the 36,270 square feet location in Urbandale (Des Moines), IA, the 38,833 square foot location in Rockford, IL, the 83,000 square foot location in Roanoke, VA and the 102,135 square foot location in O’Fallon (St. Louis), MO. Each lease termination provision contains certain requirements that must be met in order to exercise each termination provision. These requirements include: date termination can be exercised, the time frame that notice must be given by the tenant to the Company and the termination fee that would be required to be paid by the tenant to the Company. The total potential termination fee to be paid to the Company from the five leases with termination provisions amounts to approximately $1,756,000.

Stock Compensation Plan

 

The Company accountsWe account for awards of stock, stock options and restricted stock in accordance with ASC 718-10, “Compensation-Stock Compensation”. ASC 718-10 requires that compensation cost for all stock awards be calculated and amortized over the service period (generally equal to the vesting period). The compensation cost for stock option grants is determined using option pricing models, intended to estimate the fair value of the awards at the grant date less estimated forfeitures. The compensation expense for restricted stock is recognized based on the fair value of the restricted stock awards less estimated forfeitures. The fair value of stock awards and restricted stock awards is equal to the fair value of the Company’sour stock on the grant date. The amortization of compensation costs for the awards of stock, stock option grants and restricted stock are included in General and Administrative Expenses in the accompanying Consolidated Statements of Income (Loss) and amounted to $130,763$129,026 and $100,155$130,763 for the three months ended December 31, 20172018 and 2016,2017, respectively.

 

During the three months ended December 31, 2017, no options were granted. During the three months ended December 31, 2016,2018, the following stock options, which vest one year after grant date, were granted under the Company’sour Stock Option Plan:

Date of

Grant

 

Number of

Employees

 

Number of

Shares

 

Option

Price

 

Expiration

Date

 

Number of

Employees

 

Number of

Shares

 

Option

Price

 

Expiration

Date

                      
12/9/16  10   215,000  $14.24  12/9/24
12/10/18  12   385,000  $13.64  12/10/26

 

During the three months ended December 31, 2017, no stock options were granted.

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The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in the fiscal year indicated:

 

  Fiscal 20172019 
Dividend yield  4.494.99%
Expected volatility  18.8817.02%
Risk-free interest rate  2.262.92%
Expected lives (years)  8 
Estimated forfeitures  -0- 

The weighted-average fair value of options granted during the three months ended December 31, 20162018 was $1.45$1.19 per share subject to the option.

 

During the three months ended December 31, 2018 and December 31, 2017, 25,000 and 2016, 12,500 and -0- shares of restricted stock were granted.granted, respectively. During the three months ended December 31, 2018, no options were exercised. During the three months ended December 31, 2017, two participants exercised options awarded under the Plan to purchase an aggregate of 20,000 shares of common stock at a weighted averagean exercise price of $14.24 per share for total proceeds of $284,800. During the three months ended December 31, 2016, no options were exercised. As of December 31, 2017,2018, a total of 1,740,5421,261,872 shares were available for grant as stock options, as restricted stock, or other equity based awards, plus any shares subject to outstanding options that expire or are forfeited without being exercised, andexercised. As of December 31, 2018, there were outstanding options to purchase 650,000 shares. The1,080,000 shares with an aggregate intrinsic value of options outstanding as of December 31, 2017 was $3,981,900.$1,002,300.

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Recent Accounting Pronouncements

 

In FebruaryJanuary 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, “Leases”. ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. ASU 2016-02 will be effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted. The Company is continuing to evaluate the potential impact this standard may have on the consolidated financial statements and the timing of adoption. The most significant changes for the Company related to lessor accounting under ASU 2016-02 include bifurcating its revenue into lease and non-lease components and the new standard’s narrow definition of initial direct costs for leases. Since the Company’s revenue is primarily derived from leasing activities from long-term net leases and since the Company currently does not capitalize indirect costs for leases, the Company believes it will continue to account for its leases and related leasing costs in substantially the same manner as it currently does once the adoption of the ASU 2016-02 becomes effective.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”. ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. These changes becomebecame effective for the Company’sour fiscal year beginning October 1, 2018. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements and has not determined the effects of this update on the Company’s financial position, results of operations or cash flows and disclosures at this time. The Company anticipates that the most significant change for the Company,us, once ASU 2016-01 iswas adopted, will bewas the accounting treatment for the Company’sour investments in marketable securities that are classified as available for sale. The accounting treatment used for our Consolidated Financial Statements through Fiscal 2018 was that our investments in marketable securities, classified as available for sale, which are currentlywere carried at fair value, with net unrealized holding gains and losses being excluded from earnings and reported as a separate component of Shareholders’ Equity until realized and the change in net unrealized holding gains and losses being reflected as comprehensive income (loss). Under ASU 2016-01, effective October 1, 2018, these marketable securities will continue to be measured at fair value, however the changes in net unrealized holding gains and losses will beare now recognized through net income.income on our Consolidated Statements of Income (Loss). On October 1, 2018, unrealized net holding losses of $24,744,579 were reclassed to beginning Undistributed Income (Loss) to recognize the unrealized losses previously recorded in “accumulated other comprehensive income” on our consolidated balance sheets.

 

In February 2016, the FASB issued ASU 2016-02, “Leases”. ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessee and lessor accounting. The standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The most significant changes related to lessor accounting under ASU 2016-02 include bifurcating revenue into lease and non-lease components and the new standard’s narrow definition of initial direct costs for leases. Since our revenue is primarily derived from leasing activities from long-term net leases and since we currently do not capitalize indirect costs for leases, we believe that we will continue to account for our leases and related leasing costs in substantially the same manner as we currently do once the adoption of the ASU 2016-02 becomes effective. In addition, the guidance requires lessees to recognize assets and liabilities for operating leases with lease terms greater than twelve months on the balance sheet. Therefore, the most significant impact for us may be the recognition of our corporate office lease, while accounting where we are the lessor will remain substantially the same. Upon adoption, we may recognize an asset and lease liability equal to the present value of the minimum lease payments due under our corporate office lease. In July 2018, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842, Leases”. The amendment in ASU 2018-10 affects narrow aspects of the guidance issued earlier in ASU 2016-02 by removing certain inconsistencies and providing additional clarification related to the guidance issued earlier. We are currently evaluating the potential impact this standard may have on our consolidated financial statements and expect that the adoption of this standard will not have a significant impact on our consolidated financial statements and related disclosures. In December 2018, the FASB issued ASU 2018-20 “Narrow-Scope Improvements for Lessors”. Similar to ASU 2018-10, 2018-20 affects narrow aspects of the guidance issued earlier in ASU 2016-02 as well by providing additional clarification related to the guidance issued earlier. The most significant changes related to lessor accounting under ASU 2018-20 is the clarification of how to treat payments made by a lessee directly to a third party, such as real estate taxes paid by the lessee directly to the taxing authority, whereby items paid directly by the lessee to a third party should not be reflected in the lessors income statement and, thus, should not be bifurcated into revenue. A majority of our reimbursable expenses are paid by us and are billed back to our lessees. Therefore, these reimbursable expenses will continue to be presented separately by bifurcating these revenue and expense items in our Consolidated Statements of Income. We are currently evaluating the potential impact this standard may have on our consolidated financial statements and expect that the adoption of this standard will not have a significant impact on our consolidated financial statements and related disclosures other than, any of these types of payments made by a lessee directly to a third party will no longer be presented on a gross basis in our Consolidated Statements of Income, which will have a net zero effect on our Net Income Attributable to Common Shareholders. ASU 2016-02, 2018-10 and 2018-20 are effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2018. Therefore, we expect to adopt these standards effective October 1, 2019.

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In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers”. The FASB issued further guidance in ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”, that provides clarifying guidance in certain narrow areas and adds some practical expedients. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The effective date of ASU 2014-09 was extended by one year by ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”. The new standard is effective for the first interim period within annual reporting periods beginning after December 15, 2017. Therefore, the Company expects to adoptwe adopted the standard effective October 1, 2018. The standard permits the use of either the retrospective or cumulative effect transition method, and the Company is evaluating which transition method it will elect. The Company is also in the process of evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company’sOur revenue is primarily derived from leasing activities and historically the Company’sour property dispositions have been cash sales with no contingencies and no future involvement in the property. Since this standard applies to all contracts with customers except those that are within the scope of other guidance, such as leases, the Company does not expect the adoption of this standard todid not have a significant impact on itsour consolidated financial statements and related disclosures.

 

Management doesWe do not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying Consolidated Financial Statements.

 

Segment Reporting & Financial Information

 

The Company’sOur primary business is the ownership and management of real estate properties. The Company investsWe invest in well-located, modern, single tenant, industrial buildings leased primarily to investment-grade tenants or their subsidiaries on long-term net leases. The Company reviewsWe review operating and financial information for each property on an individual basis and, therefore, each property represents an individual operating segment. The Company evaluatesWe evaluate financial performance using Net Operating Income (NOI) from property operations. NOI is a non-GAAP financial measure, which we define as recurring Rental and Reimbursement Revenue, less Real Estate Taxes and Operating Expenses, such as insurance, utilities and repairs and maintenance. The Company hasWe have aggregated the properties into one reportable segment as the properties share similar long-term economic characteristics and have other similarities, including the fact that they are operated as industrial properties subject to long-term net leases primarily to investment-grade tenants or their subsidiaries.

 

NOTE 2 – NET INCOME PER SHARE

 

Basic Net Income per Common Share is calculated by dividing Net Income Attributable to Common Shareholders by the weighted-average number of common shares outstanding during the period. Diluted Net Income per Common Share is calculated by dividing Net Income Attributable to Common Shareholders by the weighted-average number of common shares outstanding plusfor the weighted-average number ofperiod and, when dilutive, the potential net shares that would be issued upon exercise of stock options pursuant to the treasury stock method. In periods with a net loss, the basic loss per share equals the diluted loss per share as all common stock equivalents are excluded from the per share calculation because they are anti-dilutive.

 

In addition, common stock equivalents of 211,382154,323 and 143,640211,382 shares are included in the diluted weighted-averageweighted average shares outstanding for the three months ended December 31, 20172018 and 2016,2017, respectively. For the diluted weighted-averageweighted average shares outstanding for the three months ended December 31, 2018 and 2017, 130,000 and 2016, -0- and 215,000 options to purchase shares of common stock were antidilutive.

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NOTE 3 – REAL ESTATE INVESTMENTS

 

On November 2, 2017, the CompanyOctober 19, 2018, we purchased a newly constructed 121,683347,145 square foot industrial building, situated on 16.262.0 acres, located in Charleston, SC.Trenton, NJ. The building is 100% net-leased to FedEx Corporation (FDX)Ground Package System, Inc. for 15 years through AugustJune 2032. The purchase price was $21,872,170. The Company$85,248,352. We obtained a 15 year, fully-amortizing mortgage loan of $14,200,000$55,000,000 at a fixed interest rate of 4.23%4.13%. Annual rental revenue over the remaining term of the lease averages approximately $1,312,000.$5,328,000.

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On November 30, 2017, the Company2018, we purchased a newly constructed 300,000126,520 square foot industrial building, situated on 12329.4 acres, located in Oklahoma City, OK.Savannah, GA. The building is 100% net-leased to Amazon.com Services,FedEx Ground Package System, Inc. for 10 years through October 2027.2028. The purchase price was $30,250,000. The Company$27,832,780. We obtained a 1015 year, fully-amortizing mortgage loan amortizing over 18 years, of $19,600,000$17,500,000 at a fixed interest rate of 3.64%4.40%. Annual rental revenue over the remaining term of the lease averages approximately $1,884,000.

$1,755,000.

 

FedEx Ground Package System, Inc.’s ultimate parent, FedEx Corporation is a publicly-owned company and financial information related to this entity is available at the SEC’s website,www.sec.gov. The Companyreferences in this report to the SEC’s website are not intended to and do not include, or incorporate by reference into this report, the information on thewww.sec.gov website.

We evaluated the property acquisitions which took place during the three months ended December 31, 2017,2018, to determine whether an integrated set of assets and activities meets the definition of a business, pursuant to ASU 2017-01. Acquisitions that do not meet the definition of a business are accounted for as asset acquisitions. Accordingly, the Companywe accounted for the two properties purchased in Charleston, SC and Oklahoma City, OKduring fiscal 2019 as asset acquisitions and allocated the total cash consideration, including transaction costs of approximately $378,000,$324,000, to the individual assets acquired on a relative fair value basis. There were no liabilities assumed in these acquisitions. The financial information set forth below summarizes the Company’sour purchase price allocation for these two properties acquired during the three months ended December 31, 20172018 that are accounted for as asset acquisitions:

 

Land $6,257,523  $11,777,685 
Building  45,108,625   99,741,497 
In-Place Leases  1,134,017   1,886,366 

 

The following table summarizes the operating results included in the Company’sour consolidated statements of income for the three months ended December 31, 20172018 for the two properties acquired during the three months ended December 31, 2017:2018:

 

  Three Months Ended 12/31/2017 
    
Rental Revenues $373,297 
Net Income Attributable to Common Shareholders  182,297 

Subsequent to quarter end, on January 22, 2018, the Company purchased a newly constructed 831,764 square foot industrial building, situated on 62.4 acres, located in Savannah, GA. The building is 100% net-leased to Shaw Industries, Inc. for 10 years through September 2027. The purchase price was $57,483,636. The Company obtained a 14 year fully-amortizing mortgage loan of $33,300,000 at a fixed interest rate of 3.53%. Annual rental revenue over the remaining term of the lease averages approximately $3,470,000.

FDX, Amazon.com Services, Inc.’s ultimate parent, Amazon.com, Inc. and Shaw Industries, Inc.’s ultimate parent, Berkshire Hathaway, Inc. are publicly-owned companies and financial information related to these entities is available at the SEC’s website, www.sec.gov. The references in this report to the SEC’s website are not intended to and do not include or incorporate by reference into this report the information on those websites.

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  Three
Months
Ended
12/31/2018
 
    
Rental Revenues $1,321,472 
Net Income Attributable to Common Shareholders  474,061 

 

Expansions

On November 1, 2017,Subsequent to the quarter end, we completed a parking lot154,800 square foot property expansion for aat our property leased to FedEx Ground Package System, Inc., a subsidiary of FDX, located in Indianapolis, IN was completedMonroe (Cincinnati), OH for a total project cost of approximately $1,683,000, resulting$9,072,000. The expansion resulted in a new 1015 year lease which extended the prior lease expiration date from April 2024February 2030 to October 2027. In addition, theJanuary 2034. The expansion also resulted in an increase in initial annual rent effective from the date of completion ofFebruary 1, 2019 by approximately $184,000$862,000 from approximately $1,533,000,$961,000, or $4.67$4.14 per square foot, to approximately $1,717,000,$1,823,000, or $5.24$4.71 per square foot. In addition, the annual rent will increase by 2% per annum.

 

Disposition and Real Estate classified as Held for SaleDispositions

 

TwoWe have not had any dispositions thus far in fiscal 2019. During fiscal 2018, there were two leases that were set to expire during fiscal 2018 were leased towith Kellogg Sales Company (Kellogg) at our 65,067 square foot facility located in Kansas City, MO through July 31, 2018 and at our 50,400 square foot facility located in Orangeburg, NY through February 28, 2018. Kellogg informed the Companyus that they willwould not be renewing their leases at these two properties.leases. On December 18, 2017, the Companywe sold itsour property, located in Kansas City, MO for $4,900,000, with net sale proceeds to the Company of approximately $4,602,000 and, on December 22, 2017, the Companywe sold itsour property, located in Orangeburg, NY for $6,170,000, with net sale proceeds to the Company of approximately $5,898,000. The sale of these two properties resulted in a realized gain of approximately $5,388,000, representing a 105% gain over the depreciated U.S. GAAP basis and a realized net gain on a historic cost undepreciated basis of approximately $1,804,000, representing a 21% net gain over the Company’s historic cost basis. In conjunction with the sale of these two properties, the Companywe simultaneously entered into a lease termination agreement for each property whereby the Companywe received a termination fee from Kellogg totaling approximately $210,000 which represents a weighted average of 80% of the then remaining rent due under each respective lease.

 

Real Estate Held for Sale at December 31, 2017 consists of two properties that the Company has entered into agreements to sell. The two properties consist of an 87,500 square foot facility located in Ft. Myers, FL, which is currently vacant and an 68,370 square foot facility located in Colorado Springs, CO.

During the prior year quarter, on October 27, 2016, the Company sold its 59,425 square foot industrial building situated on 4.78 acres located in White Bear Lake, MN for net proceeds of approximately $4,126,000.

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Since the sale of the properties located in White Bear Lake, MN, Kansas City, MO and Orangeburg, NY and the future sale of thethese two properties classified as Real Estate Held for Sale dodid not represent a strategic shift that hashad a major effect on the Company’sour operations and financial results, the operations generated from these properties arewere not included in Discontinued Operations.

 

The following table summarizes the operations of the two properties that were sold during the prior year quarter, prior to their sales, that are included in the accompanying Consolidated Statements of Income for the three months ended December 31, 20172018 and 2016 for the two properties that were sold during the current quarter, prior to their sale, one property sold during the prior year quarter, prior to its sale, and for the two properties that are classified as Real Estate Held for Sale in the accompanying Consolidated Balance Sheets.2017.

 

  Three Months Ended 
  12/31/2017  12/31/2016 
Rental and Reimbursement Revenue $579,762  $566,906 
Lease Termination Income  210,260   -0- 
Real Estate Taxes  (210,710)  (94,166)
Operating Expenses  (48,335)  (64,826)
Depreciation & Amortization  (58,542)  (136,891)
Interest Expense, including Amortization of Financing Costs  (14,601)  (52,548)
Income from Operations  457,834   218,475 
Gain (Loss) on Sale of Real Estate Investments  5,387,886   (95,336)
Net Income $5,845,720  $123,139 

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  Three Months Ended 
  12/31/2018  12/31/2017 
Rental and Reimbursement Revenue $-0-  $579,762 
Lease Termination Income  -0-   210,261 
Real Estate Taxes  -0-   (210,711)
Operating Expenses  -0-   (48,335)
Depreciation & Amortization  -0-   (58,542)
Interest Expense, including Amortization of Financing Costs  -0-   (14,601)
Income from Operations  -0-   457,834 
Gain on Sale of Real Estate Investments  -0-   5,387,886 
Net Income $-0-  $5,845,720 

 

Pro forma information

 

The following unaudited pro forma condensed financial information has been prepared utilizing theour historical financial statements of the Company and the effect of additional revenue and expenses generated from property acquired and expanded during fiscal 20182019 to date, and during fiscal 2017,2018, assuming that the acquisitions and completed expansions had occurred as of October 1, 2016,2017, after giving effect to certain adjustments including: (a) Rental Revenue adjustments resulting from the straight-lining of scheduled rent increases, (b) Interest Expense resulting from the assumed increase in Fixed Rate Mortgage Notes Payable and Loans Payable related to the new acquisitions, and (c) Depreciation Expense related to the new acquisitions. In addition, the net proceeds raised from the issuance of the 6.125% Series C Cumulative Redeemable Preferred Stock less the redemptions of the Company’s 7.625% Series A Cumulative Redeemable Preferred Stock redeemed on October 14, 2016 and the Company’s 7.875% Series B Cumulative Redeemable Preferred Stock redeemed on June 7, 2017 were used to help fund property acquisitions and, therefore, the pro forma preferred dividend expense has been adjusted to account for its effect on Net Income Attributable to Common Shareholders as if all the preferred stock issuances and redemptions had occurred on October 1, 2016. In addition, Net Income(Loss) Attributable to Common Shareholders excludes the operations, including the exclusion of the related realized gain, of the four properties sold during fiscal 2018 and 2017 which were the vacant property located in White Bear Lake, MN that was sold on October 27, 2016, the property located in Kansas City, MO that was sold on December 18, 2017 and the property located in Orangeburg, NY that was sold on December 22, 2017 and excludes the two properties classified as Real Estate Held for Sale.2018. Furthermore, the proceeds raised from theour Dividend Reinvestment and Stock Purchase Plan (the DRIP) were used to fund property acquisitions and expansions and therefore, the weighted average shares outstanding used in calculating the pro forma Basic and Diluted Net Income per Share Attributable to Common Shareholders has been adjusted to account for the increase in shares raised through the DRIP, as if all the shares raised had occurred on October 1, 2016.2017. Additionally, the net proceeds raised from the issuance of our 6.125% Series C Cumulative Redeemable Preferred Stock through our At-The-Market Sales Agreement Program were used to help fund property acquisitions and, therefore, the pro forma preferred dividend has been adjusted to account for its effect on pro forma Net Income (Loss) Attributable to Common Shareholders as if all the preferred stock issuances had occurred on October 1, 2017. The unaudited pro forma condensed financial information is not indicative of the results of operations that would have been achieved had the acquisitions and expansions reflected herein been consummated on the dates indicated or that will be achieved in the future.

  Three Months Ended 
  12/31/2017  12/31/2016 
       
Rental Revenue $

28,645,000

  $

28,727,300

 
Net Income Attributable to Common        
Shareholders $

7,665,700

  $

6,841,000

 
Basic and Diluted Net Income per        
Share Attributable to Common        
Shareholders $0.10  $0.09 

 

  Three Months Ended 
  12/31/2018  12/31/2017 
  As Reported  Pro-forma  As Reported  Pro-forma 
             
Rental Revenue $32,616,825  $33,285,800  $27,692,482  $32,911,900 
                 
Net Income (Loss) Attributable to Common
Shareholders
 $(32,363,663) $(32,397,400) $13,313,455  $8,615,800 
                 
Basic and Diluted Net Income (Loss) per
Share Attributable to Common Shareholders
 $(0.36) $(0.35) $0.17  $0.10 

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Tenant Concentration

 

The Company hasWe have a concentration of FDXFedEx Corporation (FDX) and FDX subsidiary-leased properties, consisting of 61 separate stand-alone leases covering approximately 10,465,000 square feet as of December 31, 2018 and 59 separate stand-alone leases covering approximately 9,513,000 square feet as of December 31, 2017 and 55 separate stand-alone leases covering approximately 8,187,000 square feet as2017. As of December 31, 2016. The 592018, the 61 separate stand-alone leases that are leased to FDX and FDX subsidiaries are located in 25 different states and have a weighted average lease maturity of 8.79.3 years. The percentage of FDX and its subsidiaries leased square footage to the total of the Company’sour rental space was 49% (5% to FDX and 44% to FDX subsidiaries) as of December 31, 2018 and 50% (8% to FDX and 42% to FDX subsidiaries) as of December 31, 2017 and 49% (6% to FDX and 43% to FDX subsidiaries) as of December 31, 2016.2017. As of December 31, 2017, the only tenants that leased 5% or more of the Company’s total square footage were FDX and its subsidiaries and Milwaukee Electric Tool Corporation, which leases one property through July 2028 consisting of approximately 862,000 square feet, which was approximately 5% of the Company’s rental space. As of December 31, 2017,2018, no other tenants, other than FDX and its subsidiaries and Milwaukee Electric Tool Corporation,tenant accounted for 5% or more of the Company’sour total rental space.

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Annualized Rental and Reimbursement Revenue from FDX and its subsidiaries is estimated to be approximately 60% (5% to FDX and 55% to FDX subsidiaries) of total Rental and Reimbursement Revenue for fiscal 2019, and was 60% (7% to FDX and 53% to FDX subsidiaries) of total Rental and Reimbursement Revenue for fiscal 2018 and was 59% (6% to FDX and 53% to FDX subsidiaries) of total Rental and Reimbursement Revenue for fiscal 2017.2018. No other tenant other than FDX and its subsidiaries, accounted for 5% or more of the Company’sour total Rental and Reimbursement Revenue for the three months ended December 31, 20172018 and 2016.2017.

 

FDX is a publicly-owned company and financial information related to this entity is available at the SEC’s website,www.sec.gov.www.sec.gov. FDX is rated “BBB” by S&P Global Ratings (www.standardandpoors.com)(www.standardandpoors.com) and is rated “Baa2” by Moody’s (www.moodys.com)(www.moodys.com), which are both considered “Investment Grade” ratings. The references in this report to the SEC’s website, S&P Global Ratings’ website and Moody’s website are not intended to and do not include, or incorporate by reference into this report, the information of FDX, S&P Global Ratings or Moody’s on such websites.

 

In addition to real estate property holdings, the Companywe held $130,431,475$145,810,088 in marketable REIT securities at December 31, 2017,2018, representing 7.8%7.1% of the Company’sour undepreciated assets (which is the Company’sour total assets excluding accumulated depreciation). These liquid real estate holdings are not included in calculating the tenant concentration ratios above and therefore further enhance the Company’sour diversification. The securities portfolio provides the Companyus with additional liquidity, diversification and income and serves as a proxy for real estate when more favorable risk adjusted returns are not available.

 

NOTE 4 – SECURITIES AVAILABLE FOR SALE AT FAIR VALUE

 

The Company’sOur Securities Available for Sale at Fair Value consists primarily of marketable common and preferred stock of other REITs with a fair value of $130,431,475$145,810,088 as of December 31, 2017. The Company2018. We generally limits itslimit our investment in marketable securities to no more than approximately 10% of itsour undepreciated assets (which is the Company’sour total assets excluding accumulated depreciation). Total assets excluding accumulated depreciation were $2,046,860,425 as of December 31, 2018. We held $145,810,088 in marketable REIT securities as of December 31, 2018, representing 7.1% of our undepreciated assets. The REIT securities portfolio provides the Companyus with additional liquidity, diversification and income and serves as a proxy for real estate when more favorable risk adjusted returns are not available.

 

During the three months ended December 31, 2017, the Company sold2018, we did not sell or redeemed securities with a cost basis of $2,335,015 and recognized a Gain on Sale of Securities Transactions of $100,153.redeem any securities. In addition, the Companywe recognized dividend income on itsour investment in securities of $2,862,644$4,331,260 for the three months ended December 31, 2017. The Company2018. We also made purchases of $19,714,857$33,516,432 in Securities Available for Sale at Fair Value. Of this amount, the Companywe made total purchases of 14,25217,460 common shares of UMH Properties, Inc. (UMH), a related REIT, for a total cost of $203,097,$213,880, or aan average cost of $14.25$12.25 per share, which were purchased through UMH’s Dividend Reinvestment and Stock Purchase Plan. The CompanyWe owned a total of 1,142,5681,205,680 UMH common shares as of December 31, 20172018 at a total cost of $11,434,947$12,274,517 and a fair value of $17,024,261. The Company owns$14,950,430 representing 3.1% of the outstanding common shares of UMH. In addition, as of December 31, 2018 we own 100,000 shares of UMH’s 8.00% Series B Cumulative Redeemable Preferred Stock at a total cost of $2,500,000 with a fair value of $2,731,550.$2,551,000. The unrealized gain on the Company’sour investment in UMH’s common and preferred stock as of December 31, 20172018 was $5,820,864.$2,726,913.

 

As of December 31, 2017, the Company2018, we had total net unrealized holding losses on itsour securities portfolio of $4,142,572. The Company considers$67,371,468. As a result of the adoption of ASU 2016-01, as of October 1, 2018, $42,626,889 of the net unrealized holding losses have been reflected as Unrealized Holding Losses Arising During the Period in the accompanying Consolidated Statements of Income (Loss) and the remaining $24,744,579 of the net unrealized holding losses have been reflected as a reclass to beginning Undistributed Income (Loss).

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We consider many factors in determining whether a security is other than temporarily impaired, including the nature of the security and the cause, severity and duration of the impairment. The CompanyWe normally holdshold REIT securities long-term and hashave the ability and intent to hold these securities to recovery. The following is a summaryWe have determined that none of our security holdings are other than temporarily impaired and therefore all unrealized losses from these securities have been recognized as Unrealized Holding Losses Arising During the Period in our Consolidated Statements of Income (Loss). If we were to determine any of our securities that the Company has determined to be other than temporarily impaired, aswe would record an impairment charge in our Consolidated Statements of December 31, 2017:

  Less than 12 Months  12 Months or Longer 
     Unrealized     Unrealized 
Description of Securities  Fair Value   Losses   Fair Value   Losses 
Preferred stock $4,372,000  $(435,781) $-0-  $-0- 
Common stock  43,891,500   (13,494,567)  -0-   -0- 
Total $48,263,500  $(13,930,348) $-0-  $-0- 

Income (Loss).

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The following is a summary of the range of losses:

Number of

Individual

Securities

 

 

Fair

Value

  

 

Unrealized

Losses

  

 

Range of Loss

 
2 $21,899,500  $(1,823,408)  1%-10%
1  7,120,000   (1,278,551)  15%
1  19,244,000   (10,828,389)  36%
4 $48,263,500  $(13,930,348)    

 

NOTE 5 – DEBT

 

For the three months ended December 31, 20172018 and 2016,2017, amortization of financing costs included in interest expense was $293,894$317,113 and $280,913,$293,894, respectively.

 

As of December 31, 2018, we owned 113 properties, of which 63 carried Fixed Rate Mortgage Notes Payable with outstanding principal balances totaling $780,147,204. The following is a summary of our Fixed Rate Mortgage Notes Payable as of December 31, 20172018 and September 30, 2017:2018:

 

 12/31/2017  9/30/2017  12/31/2018  9/30/2018 
 Amount  Weighted Average
Interest
Rate (1)
  Amount  Weighted Average
Interest
Rate (1)
  Amount  Weighted
Average
Interest
Rate (1)
  Amount  Weighted
Average
Interest
Rate (1)
 
Fixed Rate Mortgage Notes Payable $620,411,537   4.16% $598,962,567   4.18% $780,147,204   4.08% $719,768,355   4.07%
                                
Debt Issuance Costs $10,878,623      $10,597,083      $12,047,743      $11,715,985     
Accumulated Amortization of Debt Issuance Costs  (3,118,521)      (2,998,887)      (3,605,657)      (3,493,279)    
Unamortized Debt Issuance Costs $7,760,102      $7,598,196      $8,442,086      $8,222,706     
                                
Fixed Rate Mortgage Notes Payable, net of Unamortized Debt Issuance Costs $612,651,435      $591,364,371      $771,705,118      $711,545,649     

 

(1)Weighted average interest rate excludes amortization of debt issuance costs.

(1) Weighted average interest rate excludes amortization of debt issuance costs.

 

As of December 31, 2017,2018, interest payable on these mortgages were at fixed rates ranging from 3.45% to 7.60%, with a weighted average interest rate of 4.16%4.08%. This compares to a weighted average interest rate of 4.18%4.07% as of September 30, 20172018 and 4.44%4.16% as of December 31, 2016.2017. As of December 31, 2017,2018, the weighted average loan maturity of the Fixed Rate Mortgage Notes Payable was 11.511.8 years. This compares to a weighted average loan maturity of the Fixed Rate Mortgage Notes Payable of 11.611.7 years as of September 30, 20172018 and 10.711.5 years as of December 31, 2016.2017.

 

In connection with the two properties acquired during the three months ended December 31, 2017,2018, which are located in Charleston, SCTrenton, NJ and Oklahoma City, OKSavannah, GA (as described in Note 3), the Companywe obtained onetwo 15 year fully-amortizing mortgage loan and one, 10 year loan, amortizing over 18 years.loans. The two mortgage loans originally totaled $33,800,000$72,500,000 with an original weighted average mortgage loan maturity of 12.1 years and a weighted average interest rate of 3.89%4.20%.

During the three months ended December 31, 2017, the Company fully repaid one mortgage loan for its property located in Richfield, OH, totaling approximately $2,633,000.

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As of December 31, 2017,2018, Loans Payable represented the amount drawn down on the Company’sour $200,000,000 unsecured line of credit facility (the Facility) in the amount of $110,000,000.$110,000,000 and the amount drawn down on our margin loan of $15,814,547.

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The Facility matures in September 2020 with a one year extension at the Company’sour option (subject to various conditions as specified in the loan agreement). During the three months ended December 31, 2017, the Company had no additional draws under the Facility.2018 we paid down our Facility by $50,000,000. Availability under the Facility is limited to 60% of the value of the borrowing base properties. The value of the borrowing base properties is determined by applying a 7.0% capitalization rate to the NOI generated by the Company’sour unencumbered, wholly-owned industrial properties. Effective, March 22, 2018, the capitalization rate applied to our NOI generated by our unencumbered, wholly-owned industrial properties was lowered from 7.0% to 6.5%, thus increasing the value of the borrowing base properties under the terms of the agreement. Borrowings under the Facility, will, at the Company’sour election, either i) bear interest at LIBOR plus 140 basis points to 220 basis points, depending on the Company’sour leverage ratio, or ii) bear interest at BMO’s prime lending rate plus 40 basis points to 120 basis points, depending on the Company’sour leverage ratio. The Company’sOur borrowings as of December 31, 2017,2018, based on the Company’sour leverage ratio, as of December 31, 2017, bear interest at LIBOR plus 170 basis points, which was atrepresented an interest rate of 3.06% as of December 31, 2017.4.22%. In addition, the Company haswe have a $100,000,000 accordion feature, bringing the total potential availability under the Facility (subject to various conditions as specified in the loan agreement) up to $300,000,000.

 

The CompanyWe also investsinvest in equity securities of other REITs which provides the Companyus with additional liquidity, diversification and income and serves as a proxy for real estate when more favorable risk adjusted returns are not available. The Company fromFrom time to time, we may purchase these securities on margin at an interest rate of 2.0%, when the interest and dividend yields exceed the cost of funds. In general, the Companywe may borrow up to 50% of the value of the marketable securities, which was $130,431,475$145,810,088 as of December 31, 2017.2018. As of December 31, 2017, there were no draws2018, we had $15,814,547 drawn against the margin.margin at an interest rate of 3.0%.

 

NOTE 6 – SHAREHOLDERS’ EQUITY

 

The Company’sOur authorized stock as of December 31, 20172018 consisted of 192,039,750188,039,750 shares of common stock, of which 77,209,11092,335,115 shares were issued and outstanding, 12,400,00016,400,000 authorized shares of 6.125% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (6.125% Series C Preferred Stock), of which 10,879,37911,532,445 shares were issued and outstanding, and 200,000,000 authorized shares of Excess Stock, $0.01 par value per share, of which none were issued or outstanding.

 

Common Stock

 

OnIn October 2, 2017,2018, we completed a public offering of 9,200,000 shares of our Common Stock (including the Company’s Boardunderwriters’ option to purchase 1,200,000 additional shares) at a price of Directors approved a 6.25% increase in the Company’s quarterly common stock dividend, raising it to $0.17$15.00 per share, before underwriting discounts. We received net proceeds from $0.16 per share, representing the Company’s second dividend increase in three years. The increased dividend represents an annualized dividend rateoffering, after deducting underwriting discounts and all other transaction costs, of $0.68 per share. The Company has maintained or increased its cash dividend for 26 consecutive years.approximately $132,338,000.

 

The CompanyWe raised $25,531,430$22,110,506 (including dividend reinvestments of $2,919,972)$4,515,081) from the issuance of 1,546,0891,606,981 shares of common stock under itsour DRIP during the three months ended December 31, 2017.2018. During the three months ended December 31, 2017, the Company2018, we paid $13,016,721$15,569,911 in total cash dividends, or $0.17 per share, to common shareholders, of which $2,919,972$4,515,081 was reinvested in the DRIP.DRIP, representing a 29% participation rate.

 

On January 16, 2018, the Company2019, our Board of Directors declared a dividend of $0.17 per share to be paid March 15, 20182019 to common shareholders of record as of the close of business on February 15, 2018.2019.

 

On January 16, 2018, the2019, our Board of Directors reaffirmed its Shareauthorized a $40,000,000 increase to our previously announced Common Stock Repurchase Program that authorizes(the “Program”), bringing the Companytotal available under the Program to purchase up$50,000,000. The timing, manner, price and amount of any repurchase will be determined by us at our discretion and will be subject to $10,000,000economic and market conditions, stock price, applicable legal requirements and other factors. To date, we have not repurchased any common stock pursuant to the Program and we may elect not to repurchase any common stock in the aggregate of the Company’s common stock.future. The Company may repurchase its shares from time to time if, in the opinion of the Board of Directors, such acquisition is advantageous to the Company. No shares were repurchased during the three months ended December 31, 2017 and, as of December 31, 2017, the CompanyProgram does not own any of its own shares.have a termination date and may be suspended or discontinued at our discretion without prior notice.

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6.125% Series C Cumulative Redeemable Preferred Stock

 

During the three months ended December 31, 2017, the Company2018, we paid $4,080,685$4,414,770 in Preferred Dividends, or $0.3828125 per share, on itsour outstanding 6.125% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share, with a liquidation preference of $25.00 per share (6.125% Series C preferred stock) for the period September 1, 20172018 through November 30, 2017.2018. As of December 31, 2017, the Company has2018, we have accrued Preferred Dividends of $1,388,254$1,471,588 covering the period December 1, 20172018 to December 31, 2017.2018. Dividends on the 6.125% Series C Preferred Stock are cumulative and payable quarterly at an annual rate of $1.53125 per share. The 6.125% Series C Preferred Stock has no maturity date and will remain outstanding indefinitely unless redeemed or otherwise repurchased. Except in limited circumstances relating to the Company’sour qualification as a REIT, or in connection with a change of control, the 6.125% Series C Preferred Stock is not redeemable prior to September 15, 2021. On and after September 15, 2021, at any time, and from time to time, the 6.125% Series C Preferred Stock will be redeemable in whole, or in part, at the Company’sour option, at a cash redemption price of $25.00 per share, plus all accrued and unpaid dividends (whether or not declared) to, but not including, the date of redemption. On January 16, 2018, the Company2019, our Board of Directors declared a dividend of $0.3828125 per share to be paid March 15, 20182019 to the 6.125% Series C Preferred shareholders of record as of the close of business on February 15, 2018.2019.

 

On June 29, 2017, the Companywe entered into ana Preferred Stock At-The-Market Preferred EquitySales Agreement Program (Preferred Stock ATM Program) with B. Riley FBR, Inc., or B. Riley (formerly FBR Capital Markets & Co. in which), that provided for the Company may, from time to time, offer and sell additionalsale of shares of itsour 6.125% Series C Cumulative Redeemable Preferred Stock, with a liquidation preference of $25.00 per share, having an aggregate sales price of up to $100,000,000. The Company began sellingOn August 2, 2018, we replaced this program with a new Preferred Stock At-The-Market Sales Agreement Program (Preferred Stock ATM Program) that provides for the offer and sale from time to time of $125,000,000 of our 6.125% Series C preferred stock. Sales of shares throughof our 6.125% Series C preferred stock under the Preferred Stock ATM Program are in “at the market offerings” as defined in Rule 415 under the Securities Act, including, without limitation, sales made directly on or through the NYSE, or on any other existing trading market for the 6.125% Series C preferred stock or to or through a market maker or any other method permitted by law, including, without limitation, negotiated transactions and block trades. We began selling shares through these programs on July 3, 2017. During the three months endedSince inception through December 31, 2017, the Company2018, we sold 1,039,9343,132,445 shares under its Preferred Stock ATM Programthese programs at a weighted average price of $25.13$25.04 per share, and generated net proceeds, after offering expenses, of approximately $25,688,000.$76,831,000, of which 44,444 shares were sold during the three months ended December 31, 2018 at a weighted average price of $23.77 per share, and generated net proceeds, after offering expenses, of approximately $1,006,000. As of December 31, 2018, there is approximately $118,039,000 remaining that may be sold under the Preferred Stock ATM Program.

 

As of December 31, 2017, 10,879,3792018, 11,532,445 shares of the 6.125% Series C Preferred Stock were issued and outstanding.

 

Subsequent to the quarter end, through January 24, 2018, the Company sold 145,997 shares under its Preferred Stock ATM Program at a weighted average price of $25.04 per share, and realized net proceeds, after offering expenses, of approximately $3,595,000.

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NOTE 7 - FAIR VALUE MEASUREMENTS

 

The Company measuresWe measure certain financial assets and liabilities at fair value on a recurring basis, including Securities Available for Sale at Fair Value. The Company’sOur financial assets consist mainly of marketable REIT securities. The fair value of these financial assets was determined using the following inputs at December 31, 20172018 and September 30, 2017:2018:

 

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 Fair Value Measurements at Reporting Date Using  Fair Value Measurements at Reporting Date Using 
  Total   

Quoted Prices
in Active Markets for Identical
Assets

(Level 1)

  

Significant Other Observable Inputs

(Level 2)

  

Significant Unobservable Inputs

(Level 3)

  Total  

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

 

Significant
Other
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 
As of December 31, 2017:                
As of December 31, 2018:                
Equity Securities – Preferred Stock $8,818,945  $8,818,945  $-0-  $-0-  $8,163,979  $8,163,979  $-0-  $-0- 
Equity Securities – Common Stock  121,608,411   121,608,411   -0-   -0-   137,643,165   137,643,165   -0-   -0- 
Mortgage Backed Securities  4,119   4,119   -0-   -0-   2,944   2,944   -0-   -0- 
Total Securities Available for Sale at Fair Value $130,431,475  $130,431,475  $-0-  $-0-  $145,810,088  $145,810,088  $-0-  $-0- 
                                
As of September 30, 2017:                
As of September 30, 2018:                
Equity Securities – Preferred Stock $11,818,628  $11,818,628  $-0-  $-0-  $7,309,472  $7,309,472  $-0-  $-0- 
Equity Securities – Common Stock  111,941,806   111,941,806   -0-   -0-   147,607,965   147,607,965   -0-   -0- 
Mortgage Backed Securities  4,336   4,336   -0-   -0-   3,108   3,108   -0-   -0- 
Total Securities Available for Sale at Fair Value $123,764,770  $123,764,770  $-0-  $-0-  $154,920,545  $154,920,545  $-0-  $-0- 

 

In addition to the Company’sour investments in Securities Available for Sale at Fair Value, the Company iswe are required to disclose certain information about fair values of its other financial instruments. Estimates of fair value are made at a specific point in time based upon, where available, relevant market prices and information about the financial instrument. Such estimates do not include any premium or discount that could result from offering for sale at one time the Company’sour entire holdings of a financial instrument.instruments. For a portion of the Company’sour other financial instruments, no quoted market value exists. Therefore, estimates of fair value are necessarily based on a number of significant assumptions, (manymany of which involve events outside the control of management).management. Such assumptions include assessments of current economic conditions, perceived risks associated with these financial instruments and their counterparties; future expected loss experience and other factors. Given the uncertainties surrounding these assumptions, the reported fair values represent estimates only, and therefore cannot be compared to the historical accounting model. The use of different assumptions or methodologies is likely to result in significantly different fair value estimates.

 

The fair value of Cash and Cash Equivalents approximates their current carrying amounts since all such items are short term in nature. The fair value of variable rate Loans Payable approximates their current carrying amounts, since such amounts payable are at approximately a weighted-average current market rate of interest. The estimated fair value of Fixed Rate Mortgage Notes Payable is based on discounting the future cash flows at a yearend risk adjusted borrowing rate currently available to the Companyus for issuance of debt with similar terms and remaining maturities. These fair value measurements fall within level 2 of the fair value hierarchy. At December 31, 2017,2018, the Fixed Rate Mortgage Notes Payable fair value (estimated based upon expected cash outflows discounted at current market rates) amounted to approximately $624,966,000$766,678,000 and the carrying value amounted to $620,411,537. Those fair value measurements are estimated based on independent third party appraisals and fall within level 3 of the fair value hierarchy.$780,147,204.

 

NOTE 8 - SUPPLEMENTAL CASH FLOW INFORMATION

 

Cash paid for interest during the three months ended December 31, 20172018 and 20162017 was approximately $7,198,000$8,879,000 and $5,882,000,$7,198,000, respectively.

 

During the three months ended December 31, 2018 and 2017, and 2016, the Companywe had dividend reinvestments of $2,919,972$4,515,081 and $2,077,156,$2,919,972, respectively, which required no cash transfers.

 

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NOTE 9 – CONTINGENCIES AND COMMITMENTS

 

From time to time, the Companywe may be subject to claims and litigation in the ordinary course of business. Management doesWe do not believe that any such claim or litigation will have a material adverse effect on the Consolidated Balance Sheets or results of operations.

 

In addition to the property purchased subsequent to the quarter end, as described in Note 10, the Company hasWe have entered into agreements to purchase two new build-to-suit, industrial buildings that are currently being developed in FloridaIndiana and SouthNorth Carolina, consisting oftotaling approximately 660,000882,000 square feet, with net-leased terms of 10 and 15 years with a weighted average lease term of 12 years.each. The aggregate purchase price for these properties is approximately $78,018,000. Approximately 261,000$122,414,000. One of these properties, consisting of approximately 613,000 square feet, or 40%69%, is leased to Amazon.com Services, Inc. The other property, consisting of approximately 269,000 square feet, or 31%, is leased to FedEx Ground Package System, Inc. Both of these properties are leased to tenants, or to subsidiaries of companies, that are considered Investment Grade by S&P Global Ratings (www.standardandpoors.com) and by Moody’s (www.moodys.com). The references in this report to the S&P Global Ratings’ website and the Moody’s website are not intended to and do not include, or incorporate by reference into this report, the information of S&P Global Ratings or Moody’s on such websites. Subject to satisfactory due diligence and other customary closing conditions and requirements, we anticipate closing one of these transactions sometime during fiscal 2018 and the firstfourth quarter of fiscal 2019.2019 and closing the other one during the first half of fiscal 2020. In connection with the twoone of these properties, the Company haswe have entered into commitmentsa commitment to obtain twoan 18 year, fully-amortizing mortgage loans totaling $49,360,000 at fixed ratesloan of 3.82% and 4.25%,$52,500,000 with a weighted averagefixed interest rate of 3.99%4.27%. Both of these mortgage loans are 15 year, fully-amortizing loans.

 

The Company is under contract to sell two properties consisting of (i) an 87,500 square foot vacant buildingWe have entered into a new ten year lease for our future corporate office space located in Ft. Myers, FL,Holmdel, NJ. The new lease is for $6,400,000, which is approximately $2,400,000 above the Company’s U.S. GAAP net book carrying value13,239 square feet and is anticipatedexpected to closecommence during the secondour 4th quarter of fiscal 2018 (ii) a 68,370 square foot building2019, at which time we expect to assign our lease pertaining to our current corporate office space located in Colorado Springs, COFreehold, NJ to UMH. Initial annual rent for $5,800,000, whichour new corporate office is approximately the Company’s U.S. GAAP net book carrying value and is anticipated to close during the third quarter of fiscal 2018. The completion of these two sales are subject to customary closing conditions and requirements.$410,000 or $31.00 per square foot.

 

NOTE 10 – SUBSEQUENT EVENTS

 

Material subsequent events have been evaluated and are disclosed herein.

 

On January 16, 2018, the Company2019, our Board of Directors declared a common dividend of $0.17 per share to be paid March 15, 20182019 to the common shareholders of record as of the close of business on February 15, 2018.2019.

 

On January 16, 2018, the Company2019, our Board of Directors declared a preferred dividend of $0.3828125 per share to be paid March 15, 20182019 to the 6.125% Series C preferredPreferred shareholders of record as of the close of business on February 15, 2018.

On January 22, 2018, the Company purchased a newly constructed 831,764 square foot industrial building, situated on 62.4 acres, located in Savannah, GA. The building is 100% net-leased to Shaw Industries, Inc. and is guaranteed by Shaw Industries Group, Inc., a wholly owned subsidiary of Berkshire Hathaway, Inc. for 10 years through September 2027. The purchase price was $57,483,636. The Company obtained a 14 year fully-amortizing mortgage loan of $33,300,000 at a fixed interest rate of 3.53%. Annual rental revenue over the remaining term of the lease averages approximately $3,470,000.2019.

 

Subsequent to the quarter end, through January 24, 2018, the Company sold 145,997 shares under its Preferred Stock ATM Programwe completed a 154,800 square foot property expansion at our property located in Monroe (Cincinnati), OH for a weighted average price of $25.04 per share, and realized net proceeds, after offering expenses,total project cost of approximately $3,595,000.$9,072,000. The expansion resulted in a new 15 year lease which extended the prior lease expiration date from February 2030 to January 2034. The expansion also resulted in an increase in initial annual rent effective February 1, 2019 by approximately $862,000 from approximately $961,000, or $4.14 per square foot, to approximately $1,823,000, or $4.71 per square foot. In addition, the annual rent will increase by 2% per annum.

 

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Overview and Recent Activity

 

The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and notes thereto provided elsewhere herein and the Company’sour Annual Report on Form 10-K for the fiscal year ended September 30, 2017.2018.

 

The Company operatesWe operate as a real estate investment trust (REIT). The Company seeksWe seek to invest in well-located, modern single-tenant industrial buildings leased primarily to investment gradeinvestment-grade tenants or their subsidiaries on long-term net leases. We were founded in 1968 and are one of the oldest public equity REITs in the world. During the three months ended December 31, 2017, the Company2018, we purchased two new built-to-suit, net-leased, industrial properties, located in Charleston, SCTrenton, NJ and Oklahoma City, OKSavannah, GA totaling approximately 422,000474,000 square feet, for approximately $52,122,000.$113,081,000 in the aggregate. In connection with the two properties acquired during the three months ended December 31, 2017, the Company entered into one,2018, we obtained two 15 year fully-amortizing mortgage loan and one 10 year mortgage loan, amortizing over 18 years. The two mortgage loans originally totaled $33,800,000totaling $72,500,000 with an original weighted average loan maturity of 12.1 years and a weighted average interest rate of 3.89%4.20%. As of December 31, 2017, the Company2018, we owned 108113 properties with total square footage of approximately 19,096,000.21,647,000. These properties are located in 30 states. As of the quarter ended December 31, 2017, the Company’s2018, our weighted average lease maturity was approximately 7.98.0 years, itsour occupancy rate was 99.5%98.9% and itsour annualized average base rent per occupied square foot was $5.99.$6.22. As of December 31, 2017,2018, the weighted average building age, based on the square footage of the Company’sour buildings, was 9.18.6 years. In addition, total gross real estate investments, excluding marketable REIT securities investments of $130,431,475,$145,810,088, were $1,484,039,198$1,835,391,722 as of December 31, 2017.2018.

 

The Company evaluates itsNOI from property operations increased $4,875,649, or 18%, for the three months ended December 31, 2018 as compared to the three months ended December 31, 2017. This increase was primarily due to the acquisition of five industrial properties purchased during the last three quarters of fiscal 2018 and the two industrial properties purchased during the first quarter of fiscal 2019.

We evaluate our financial performance using Net Operating Income (NOI) from property operations, which we believe is a useful indicator of our operating performance. NOI is a non-GAAP financial measure that the Company defineswe define as Net Income Attributable to Common Shareholders plus Redemption of Preferred Stock, Preferred Dividends, General and Administrative Expenses, Acquisition Costs, Depreciation, Amortization of Capitalized Lease Costs and Intangible Assets, Interest Expense, including Amortization of Financing Costs, Unrealized Holding Losses Arising During the Period, less Dividend and Interest Income, Gain on Sale of Securities Transactions, Lease Termination Income and Gain on Sale of Real Estate Investments.Investments and Lease Termination Income. The components of NOI are recurring Rental and Reimbursement Revenue, less Real Estate Taxes and Operating Expenses, such as insurance, utilities, and repairs and maintenance. Other REITs may use different methodologies to calculate NOI and, accordingly, our NOI may not be comparable to all other REITs.

 

The following is a reconciliation of the Company’sour Net Income (Loss) Attributable to Common Shareholders to the Company’sour NOI for the three months ended December 31, 20172018 and 2016:2017:

 

 Three Months Ended  Three Months Ended 
  12/31/2017   12/31/2016  12/31/2018  12/31/2017 
Net Income Attributable to Common Shareholders $13,313,455  $6,156,161 
Net Income (Loss) Attributable to Common Shareholders $(32,363,663) $13,313,455 
Plus: Preferred Dividends  4,316,946   3,697,760   4,420,441   4,316,946 
Plus: General & Administrative Expenses  1,947,032   1,442,463   1,816,892   1,947,032 
Plus: Acquisition Costs  -0-   178,526 
Plus: Depreciation  8,483,984   6,992,495   10,477,844   8,483,984 
Plus: Amortization of Capitalized Lease Costs and
Intangible Assets
  538,071   447,797   702,393   538,071 
Plus: Interest Expense, including Amortization of
Financing Costs
  7,405,947   6,163,219   9,005,405   7,405,947 
Plus: Unrealized Holding Losses Arising During the Period  42,626,889   -0- 
Less: Dividend and Interest Income  (2,864,217)  (1,292,151)  (4,367,634)  (2,864,217)
Less: Gain on Sale of Securities Transactions  (100,153)  (806,108)  -0-   (100,153)
Less: Gain on Sale of Real Estate Investments  (5,387,886)  -0-   -0-   (5,387,886)
Less: Lease Termination Income  (210,261)  -0-   -0-   (210,261)
Net Operating Income- NOI $27,442,918  $22,980,162  $32,318,567  $27,442,918 

 

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The components of the Company’sour NOI for the three months ended December 31, 2018 and 2017 and 2016 isare as follows:

 

  Three Months Ended 
  12/31/2017  12/31/2016 
       
Rental Revenue $27,692,482  $23,280,856 
Reimbursement Revenue  5,049,340   3,900,755 
Total Rental and Reimbursement Revenue  32,741,822   27,181,611 
Real Estate Taxes  (3,862,663)  (2,906,981)
Operating Expenses  (1,436,241)  (1,294,468)
Net Operating Income- NOI $27,442,918  $22,980,162 

NOI from property operations increased $4,462,756, or 19%, for the three months ended December 31, 2017 as compared to the three months ended December 31, 2016. This increase was due to the additional income related to ten industrial properties purchased during fiscal 2017 and two industrial properties purchased during the three months ended December 31, 2017.

  Three Months Ended 
  12/31/2018  12/31/2017 
Rental Revenue $32,616,825  $27,692,482 
Reimbursement Revenue  6,529,789   5,772,167 
Total Rental and Reimbursement Revenue  39,146,614   33,464,649 
Real Estate Taxes  (4,963,800)  (4,585,490)
Operating Expenses  (1,864,247)  (1,436,241)
Net Operating Income- NOI $32,318,567  $27,442,918 

 

Acquisitions

 

On November 2, 2017, the CompanyOctober 19, 2018, we purchased a newly constructed 121,683347,145 square foot industrial building, situated on 16.262.0 acres, located in Charleston, SC.Trenton, NJ. The building is 100% net-leased to FedEx Corporation (FDX)Ground Package System, Inc. for 15 years through AugustJune 2032. The purchase price was $21,872,170. The Company$85,248,352. We obtained a 15 year, fully-amortizing mortgage loan of $14,200,000$55,000,000 at a fixed interest rate of 4.23%4.13%. Annual rental revenue over the remaining term of the lease averages approximately $1,312,000.$5,328,000.

 

On November 30, 2017, the Company2018, we purchased a newly constructed 300,000126,520 square foot industrial building, situated on 12329.4 acres, located in Oklahoma City, OK.Savannah, GA. The building is 100% net-leased to Amazon.com Services,FedEx Ground Package System, Inc. for 10 years through October 2027.2028. The purchase price was $30,250,000. The Company$27,832,780. We obtained a 1015 year, fully-amortizing mortgage loan amortizing over 18 years, of $19,600,000$17,500,000 at a fixed interest rate of 3.64%4.40%. Annual rental revenue over the remaining term of the lease averages approximately $1,884,000.$1,755,000.

 

Subsequent to quarter end, on January 22, 2018, the Company purchased a newly constructed 831,764 square foot industrial building, situated on 62.4 acres, located in Savannah, GA. The building is 100% net-leased to Shaw Industries, Inc. for 10 years through September 2027. The purchase price was $57,483,636. The Company obtained a 14 year fully-amortizing mortgage loan of $33,300,000 at a fixed interest rate of 3.53%. Annual rental revenue over the remaining term of the lease averages approximately $3,470,000.

FDX, Amazon.com Services,FedEx Ground Package System, Inc.’s ultimate parent, Amazon.com, Inc. and Shaw Industries, Inc.’s ultimate parent, Berkshire Hathaway, Inc. areFedEx Corporation is a publicly-owned companiescompany and financial information related to these entitiesthis entity is available at the SEC’s website, www.sec.gov.www.sec.gov. The references in this report to the SEC’s website are not intended to and do not include, or incorporate by reference into this report, the information on those websites.thewww.sec.gov website.

Expansions

On November 1, 2017,Subsequent to the quarter end, we completed a parking lot154,800 square foot property expansion for aat our property leased to FedEx Ground Package System, Inc., a subsidiary of FDX, located in Indianapolis, IN was completedMonroe (Cincinnati), OH for a total project cost of approximately $1,683,000, resulting$9,072,000. The expansion resulted in a new 1015 year lease which extended the prior lease expiration date from April 2024February 2030 to October 2027. In addition, theJanuary 2034. The expansion also resulted in an increase in initial annual rent effective from the date of completion ofFebruary 1, 2019 by approximately $184,000$862,000 from approximately $1,533,000,$961,000, or $4.67$4.14 per square foot, to approximately $1,717,000,$1,823,000, or $5.24$4.71 per square foot.

Disposition

Two leases that were set to expire during fiscal 2018 were leased to Kellogg Sales Company (Kellogg) at In addition, the Company’s 65,067 square foot facility located in Kansas City, MO through July 31, 2018 and at the Company’s 50,400 square foot facility located in Orangeburg, NY through February 28, 2018. Kellogg informed the Company that itannual rent will not be renewing its leases at these two properties. On December 18, 2017, the Company sold its property, located in Kansas City, MO for $4,900,000, with net sale proceeds to the Company of approximately $4,602,000 and on December 22, 2017, the Company sold its property, located in Orangeburg, NY for $6,170,000, with net sale proceeds to the Company of approximately $5,898,000. The sale of these two properties resulted in a realized gain of approximately $5,388,000, representing a 105% gain over the depreciated U.S. GAAP basis and a realized net gain on a historic cost undepreciated basis of approximately $1,804,000, representing a 21% net gain over the Company’s historic cost basis. In conjunction with the sale of these two properties, the Company simultaneously entered into a lease termination agreement for each property whereby the Company received a termination fee from Kellogg totaling approximately $210,000 which represents a weighted average of 80% of the then remaining rent due under each respective lease.increase by 2% per annum.

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Commitments

 

In addition to the property purchased subsequent to the quarter end, as described above, the Company hasWe have entered into agreements to purchase two new build-to-suit, industrial buildings that are currently being developed in FloridaIndiana and SouthNorth Carolina, consisting oftotaling approximately 660,000882,000 square feet, with net-leased terms of 10 and 15 years with a weighted average lease term of 12 years.each. The aggregate purchase price for these properties is approximately $78,018,000. Approximately 261,000$122,414,000. One of these properties, consisting of approximately 613,000 square feet, or 40%69%, is leased to Amazon.com Services, Inc. The other property, consisting of approximately 269,000 square feet, or 31%, is leased to FedEx Ground Package System, Inc. Both of these properties are leased to tenants, or to subsidiaries of companies, that are considered Investment Grade by S&P Global Ratings (www.standardandpoors.com) and by Moody’s (www.moodys.com). The references in this report to the S&P Global Ratings’ website and the Moody’s website are not intended to and do not include, or incorporate by reference into this report, the information of S&P Global Ratings or Moody’s on such websites. Subject to satisfactory due diligence and other customary closing conditions and requirements, we anticipate closing one of these transactions sometime during fiscal 2018 and the firstfourth quarter of fiscal 2019.2019 and closing the other one during the first half of fiscal 2020. In connection with the twoone of these properties, the Company haswe have entered into commitmentsa commitment to obtain twoan 18 year, fully-amortizing mortgage loans totaling $49,360,000 at fixed ratesloan of 3.82% and 4.25%,$52,500,000 with a weighted averagefixed interest rate of 3.99%4.27%. Both of these mortgage loans are 15 year, fully-amortizing loans.

 

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The Company is under contract to sell two properties consisting of (i) an 87,500 square foot vacant building

We have entered into a new ten year lease for our future corporate office space located in Ft. Myers, FL,Holmdel, NJ. The new lease is for $6,400,000, which is approximately $2,400,000 above the Company’s U.S. GAAP net book carrying value13,239 square feet and is anticipatedexpected to closecommence during the secondour 4th quarter of fiscal 2018 (ii) a 68,370 square foot building2019, at which time we expect to assign our lease pertaining to our current corporate office space located in Colorado Springs, COFreehold, NJ to UMH. Initial annual rent for $5,800,000, whichour new corporate office is approximately the Company’s U.S. GAAP net book carrying value and is anticipated to close during the third quarter of fiscal 2018. The completion of these two sales are subject to customary closing conditions and requirements.$410,000 or $31.00 per square foot.

 

See PART I, Item 1 – Business in the Company’sour Annual Report on Form 10-K for the fiscal year ended September 30, 20172018 for a more complete discussion of the economic and industry-wide factors relevant to the Companyus and the opportunities, challenges, and risks on which the Company iswe are focused.

 

Significant Accounting Policies and Estimates

 

The discussion and analysis of the Company’sour financial condition and results of operations are based upon the Company’sour Consolidated Financial Statements, which have been prepared in accordance with Accounting Principles Generally Accepted in the United States of America (U.S. GAAP). The preparation of these Consolidated Financial Statements requires managementus to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the Company’sour Consolidated Financial Statements. Actual results may differ from these estimates under different assumptions or conditions.

 

On a regular basis, management evaluateswe evaluate our assumptions, judgments and estimates. Management believesOther than the adoption of Accounting Standards Update (ASU) 2016-01, as further described below, we believe that there have been no material changes to the items that we disclosed as our significant accounting policies and estimates under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our annual report on Form 10-K for fiscal year ended September 30, 2017.2018.

 

Changes in Results of Operations

 

As of December 31, 2017, the Company2018, we owned 113 properties with total square footage of approximately 21,647,000, as compared to 108 properties with total square footage of approximately 19,096,000, as compared to 100 properties with total square footage of approximately 16,554,000, as of December 31, 2016,2017, representing an increase in square footage of 15%13.4%. At quarter end, the Company’s weighted average lease expiration term was approximately 7.98.0 years, as compared to 7.47.9 years at the end of the prior year period. The Company’sOur occupancy rate was 98.9% as of December 31, 2018, as compared to 99.5% as of December 31, 2017, as compared to 100.0%representing a decrease of 60 basis points. Our weighted average building age was 8.6 years as of December 31, 2016, representing a decrease of 50 basis points. The Company’s weighted average building age was2018, as compared to 9.1 years as of December 31, 2017 as compared to 9.9 years as of December 31, 2016.2017.

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Fiscal 20182019 Renewals

 

In fiscal 2018,2019, approximately 8%7% of our gross leasable area, representing 1612 leases totaling 1,546,6371,485,770 square feet, is set to expire. As of the date of this quarterly report, 65 of the 1612 leases have been renewed. The sixfive leases that have been renewed thus far represent 568,898802,595 square feet, or 37%54% of the expiring square footage, and have a weighted average lease term of 6.18.4 years.

 

We have incurred or we expect to incur tenant improvement costs of approximately $435,000$1,798,000 and leasing commission costs of approximately $432,000$991,000 in connection with these five lease renewals. The table below summarizes the lease terms of the five leases which were renewed. In addition, the table below includes both the tenant improvement costs and the leasing commission costs, which are presented on a per square foot (PSF) basis averaged annually over the renewal term.

 

Property Tenant Square
Feet
  Former
U.S. GAAP Straight- Line Rent
PSF
  Former
Cash Rent
PSF
  Former
Lease
Expiration
 Renewal
U.S GAAP Straight- Line Rent
PSF
  Renewal
Initial
Cash Rent
PSF
  Renewal
Lease
Expiration
 Renewal
Term
(years)
  Tenant
Improvement
Cost
PSF over
Renewal
Term (1)
  Leasing
Commission Cost
PSF over
Renewal
Term (1)
 
                               
Chattanooga, TN FedEx Express  60,637  $5.13  $5.13  10/31/17 $5.26  $5.26  10/31/22  5.0  $0.43  $0.11 
Lakeland, FL FedEx Express  32,105   4.83   4.83  11/30/17  4.83   4.83  11/30/27  10.0   0.37   0.10 
Orlando, FL FedEx Express  110,638   5.69   6.02  11/30/17  6.02   6.02  11/30/27  10.0   0.12   0.12 
St. Joseph, MO Altec Industries  126,880   2.75   2.75  2/28/18  2.94   2.87  2/28/23  5.0   0.01   0.13 
Edwardsville, KS Carlisle Tire  179,280   4.23   4.39  5/31/18  4.10   4.15  7/31/23  5.2   0.05   0.16 
Augusta, GA FedEx Ground  59,358   7.64   7.64  6/30/18  8.64   8.64  6/30/21  3.0   -0-   -0- 
  Total  568,898                                 
                                       
Weighted Average       $4.67  $4.78    $4.85  $4.85     6.1  $0.13  $0.12 
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Property Tenant Square
Feet
  Former
U.S. GAAP Straight- Line Rent
PSF
  

Former
Cash

Rent
PSF

  Former
Lease
Expiration
 Renewal
U.S GAAP Straight- Line Rent
PSF
  Renewal
Initial
Cash Rent
PSF
  Renewal
Lease
Expiration
 Renewal
Term
(years)
  Tenant
Improvement
Cost
PSF over
Renewal
Term (1)
  Leasing
Commission Cost
PSF over
Renewal
Term (1)
 
                               
Somerset, NJ Taco Bell  21,365  $4.68  $4.68  10/14/18 $5.15  $5.15  10/14/23  5.0  $-0-  $-0- 
Carrollton (Dallas), TX Carrier Enterprise  184,317   8.20   8.55  01/11/19  6.24   6.00  01/31/24  5.0   0.20   0.39 
Lebanon (Cincinnati), OH Siemens Real Estate  51,130   8.82   9.67  04/30/19  8.94   8.50  04/30/24  5.0   0.40   0.40 
Memphis, TN (2) FedEx Trade Networks  449,900   2.84   2.95  05/31/19  3.10   3.10  05/31/29  10.0   0.30   0.09 
Jacksonville, FL FedEx Express  95,883   5.40   5.40  05/31/19  5.59   5.59  05/31/29  10.0   0.17   0.11 
  Total  802,595                                 
                                       
Weighted Average       $4.81  $5.00    $4.55  $4.46     8.4  $0.27  $0.15 

 

(1)Amount calculated based on the total cost divided by the square feet, divided by the renewal term.
(2)We have agreed to the renewal terms with the tenant and the finalized signed lease is forthcoming.

 

These sixfive lease renewals result in a weighted average term of 6.18.4 years and a renewed U.S. GAAP straight-line weighted average lease rate of $4.85$4.55 per square foot. The renewed weighted average initial cash rent per square foot is also $4.85.$4.46. This compares to the former weighted average rent of $4.67$4.81 per square foot on a U.S. GAAP straight-line basis and the former weighted average cash rent of $4.78$5.00 per square foot, representing an increaseresulting in a decrease in the weighted average lease rate of 3.9% on a U.S. GAAP straight-line basis and an increase in the weighted average lease rate of 1.5% on a cash basis.

Two leases that were set to expire during fiscal 2018 were leased to Kellogg at the Company’s 65,067 square foot facility located in Kansas City, MO through July 31, 2018 and at the Company’s 50,400 square foot facility located in Orangeburg, NY through February 28, 2018. Kellogg informed the Company that it will not be renewing its leases at these two properties. On December 18, 2017, the Company sold its property, located in Kansas City, MO for $4,900,000, with net sale proceeds to the Company of approximately $4,602,000 and on December 22, 2017, the Company sold its property, located in Orangeburg, NY for $6,170,000, with net sale proceeds to the Company of approximately $5,898,000. The sale of these two properties resulted in a realized gain of approximately $5,388,000, representing a 105% gain over the depreciated U.S. GAAP basis and a realized net gain on a historic cost undepreciated basis of approximately $1,804,000, representing a 21% net gain over the Company’s historic cost basis. In conjunction with the sale of these two properties, the Company simultaneously entered into a lease termination agreement for each property whereby the Company received a termination fee from Kellogg totaling approximately $210,000 which represents a weighted average of 80% of the then remaining rent due under each respective lease.

Another remaining lease set to expire during fiscal 2018 is leased to Caterpillar Logistics Services, Inc. (Caterpillar) at our 218,120 square foot facility located in Griffin, GA through December 31, 2017. In September 2017, we entered into a three year lease agreement with Rinnai America Corporation through December 31, 2020 for this location. The new lease commenced on January 1, 2018, with initial annual rent of $807,044, representing $3.70 per square foot, with 3.0% annual increases thereafter, resulting in a straight-line annualized rent of $831,000, representing $3.81 per square foot over the life of the lease. This compares to the former U.S. GAAP straight-line and the former cash rent of $5.36 per square foot, representing a decrease in the average lease rate of 28.9%5.4% on a U.S. GAAP straight-line basis and a decrease in the weighted average lease rate of 31.0%10.8% on a cash basis.

 

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Our 68,37091,776 square foot facility located in Colorado Springs, CO isHanahan (Charleston), SC, was leased byto FedEx Ground Package System, Inc. through Septemberand renewed for only four months, until November 30, 2018. The2018 because the tenant has informed us that they will not be renewing this lease because they have moved itstheir operations from our 68,37091,776 square foot facility to our recentlynewly constructed, 225,362much larger, 265,318 square foot facility, which is also located in Colorado Springs, CO. On June 9, 2016, we purchased this newly constructed 225,362Charleston, SC. The new 265,318 square foot industrial building, whichfacility is leased to FedEx Ground Package System, Inc. for 1015 years through January 2026. The original 68,370 square foot Colorado Springs, CO facility is under contract to sell for $5,800,000, which is approximately the Company’s U.S. GAAP net book carrying value, and is anticipated to close during the third quarter of fiscal 2018, subject to customary closing conditions and requirements.

One of our tenants that leases 80,856 square feet at our 255,658 square foot building located in Monaca (Pittsburgh), PA hasJune 2033. In addition, Carrier Enterprise, LLC (United Technologies) informed us that they will not be renewing their lease for our 60,000 square foot facility located in Richmond, VA which expired on December 31, 2017.November 30, 2018. Both our 91,776 square foot facility located in Hanahan (Charleston), SC and our 60,000 square foot facility located in Richmond, VA are currently being marketed.

 

The remaining five leases that are still set to expire during fiscal 20182019 are currently under discussion.

One property subject to a lease that expired in fiscal 2017 and was not renewed was our 36,270 square foot facility located in Urbandale (Des Moines), IA. Effective November 1, 2017, we entered into a 10.2 year lease agreement with FBM Gypsum Supply of Illinois, LLC through December 31, 2027 for this facility. The lease agreement provides for two months of free rent, after which, on January 1, 2018, initial annual rent of $159,588, representing $4.40 per square foot commenced, with 2.0% annual increases thereafter, resulting in a straight-line annualized rent of approximately $172,000, representing $4.74 per square foot over the life of the lease. This compares to the former average rent of $3.56 per square foot on a U.S. GAAP straight-line basis and the former cash rent of $3.88 per square foot, representing an increase in the average lease rate of 33.1% on a U.S. GAAP straight-line basis and an increase in the lease rate of 13.4% on a cash basis.

Rental Revenue increased $4,411,626,$4,924,343, or 19%18%, for the three months ended December 31, 20172018 as compared to the three months ended December 31, 2016. These increases were2017. This increase was primarily due to the acquisition of eightfive industrial properties purchased during the last three quarters of fiscal 20172018 and the two industrial properties purchased during the first three monthsquarter of fiscal 2018.2019.

 

Our single-tenant properties are subject to net leases which require the tenants to reimburse us for the cost of Real Estate Taxes as well as certain Operating Expenses such as insurance and the majority of repairs and maintenance. For the three months ended December 31, 20172018 compared to the three months ended December 31, 2016,2017, Reimbursement Revenue increased $1,148,585,$757,622, or 29%13%, Real Estate Tax Expense increased $955,682,$378,310, or 33%8%, and Operating Expenses increased $141,773,$428,006, or 11%30%. These increases in Reimbursement Revenue, Real Estate Taxes and Operating Expenses for the three months ended December 31, 20172018 were primarily due to our newly acquired properties. Reimbursement Revenue as a percentage of total Real Estate Taxes and Operating Expenses for the three months ended December 31, 2018 and December 31, 2017 and 2016 remainhas remained in line at 95% and 93%, respectively.96%.

 

General and Administrative Expenses increased $504,569,decreased $130,140, or 35%6.7%, for the three months ended December 31, 20172018 as compared to the three months ended December 31, 2016. This increase2017. The decrease was primarily due to an increasea decrease in salaries.bonuses and a decrease in professional fees. General and Administrative Expenses, as a percentage of gross revenue, (which includes Rental Revenue, Reimbursement Revenue and Dividend and Interest Income), are 5.5%decreased to 4.2% for the three months ended December 31, 20172018 as compared to 5.1%5.4% for the three months ended December 31, 2016.2017. Annualized General and Administrative Expenses, as a percentage of undepreciated assets (which is the Company’sour total assets excluding accumulated depreciation) are 46decreased to 36 basis points and 42from 46 basis points for the three months ended December 31, 20172018 and 2016,2017, respectively.

 

Acquisition Costs amounted to $-0- and $178,526 for the three months ended December 31, 2017 and 2016, respectively. As a result of adopting ASU 2017-01, prospectively as of April 1, 2017, as permitted under the standard, effective April 1, 2017, we no longer account for our property acquisitions as business combinations and instead we account for our property acquisitions as acquisitions of assets. In an acquisition of assets, certain acquisition costs are capitalized to real estate investments as part of the purchase price as opposed to being expensed as Acquisition Costs under the previous accounting treatment for business combinations. Therefore, subsequent to April 1, 2017, we no longer expense Acquisition Costs for our property acquisitions.

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The CompanyWe recognized a Gain on Sale of Securities Transactions of $100,153$-0- and $806,108$100,153 for the three months ended December 31, 2018 and 2017, and 2016, respectively. In addition,Unrealized Holding Losses Arising During the Company’s unrealized holding gains on its investment in securities decreased from an unrealized gain of $6,570,565 as of September 30, 2017 to an unrealized loss of $4,142,572 as of December 31, 2017, resulting in a decreasePeriod increased $42,626,889 for the three months ended December 31, 20172018 as compared to the three months ended December 31, 2017. The increase was due to the adoption of $10,713,137. The CompanyASU 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities” which became effective October 1, 2018. Prior to the adoption of ASU 2016-01, the accounting treatment used for our Consolidated Financial Statements through Fiscal 2018, was that our investments in marketable securities, classified as available for sale, were carried at fair value, with net unrealized holding gains and losses being excluded from earnings and reported as a separate component of Shareholders’ Equity until realized and the change in net unrealized holding gains and losses being reflected as comprehensive income (loss). With the adoption of ASU 2016-01, effective October 1, 2018, these marketable securities continue to be measured at fair value, however the changes in net unrealized holding gains and losses are now recognized through net income. We recognized dividend income on itsour investment in securities of $2,862,644$4,331,260 and $1,288,803$2,862,644 for the three months ended December 31, 20172018 and 2016,2017, respectively, representing an increase of 122%51%. This increase isThese increases are due to a higher average carrying value of the REIT securities portfolio during the current three month period compared to the prior year three month period. We held $145,810,088 in marketable REIT securities as of December 31, 2018, representing 7.1% of our undepreciated assets. The REIT securities portfolio’s weighted average yield for three months ended December 31, 20172018 was approximately 9.1%8.6% as compared to 7.4%9.1% for the three months ended December 31, 2016.2017.

 

Interest Expense, including Amortization of Financing Costs, increased $1,242,728,$1,599,458, or 20%22%, for the three months ended December 31, 20172018 as compared to the three months ended December 31, 2016.2017. This increase is primarily due to an increase in the average balance of Fixed Rate Mortgage Notes Payable due to the seven newly acquired properties purchased since January 1, 2017.2018. The Fixed Rate Mortgage Notes Payable balance increased $108,119,401$159,735,667 or 21%26% from December 31, 20162017 to December 31, 2017.2018. This increase was partially offset by a decrease of 288 basis points in the weighted average interest rate of the Fixed Rate Mortgage Notes Payable, which decreased from 4.44% at December 31, 2016 to 4.16% at December 31, 2017.2017 to 4.08% at December 31, 2018.

 

Changes in Financial Condition

 

The CompanyWe generated Net Cash from Operating Activities of $17,090,439$21,911,976 and $14,152,706$17,090,439 for the three months ended December 31, 20172018 and 2016,2017, respectively.

 

Net Real Estate Investments increased $43,690,960$105,375,126 from September 30, 20172018 to December 31, 2017.2018. This increase was mainly due to the purchase of two net-leased industrial properties, located in Charleston, SCTrenton, NJ and Oklahoma City, OK,Savannah, GA, totaling approximately 422,000474,000 square feet, for approximately $52,122,000, of which approximately $51,366,000 was allocated to Net Real Estate Investments.$113,081,000. The increase was partially offset by Depreciation Expense for the three months ended December 31, 20172018 of $8,483,984.approximately $10,438,000.

 

Securities Available for Sale increased $6,666,705decreased $9,110,457 from September 30, 20172018 to December 31, 2017.2018. The increasedecrease was due to the purchasea net increase in Unrealized Holding Loss of $42,626,889 offset by purchases of securities totaling $19,714,857, offset by the sale of securities with a cost basis of $2,335,015, which resulted in realized gains totaling $100,153 and by a net decrease in Unrealized Holding Gain (Loss) of $10,713,137.$33,516,432.

 

Fixed Rate Mortgage Notes Payable, net of Unamortized Debt Issuance Costs (Mortgage Notes Payable), increased $21,287,064$60,159,469 from September 30, 20172018 to December 31, 2017.2018. The increase was mostly due to the origination of two, fixed rate mortgages totaling $33,800,000 obtained in connection with the acquisitions of two industrial properties purchased in the first quarter of fiscal 2018. These two15 year fully-amortizing mortgage loans, have an original weighted average loan maturity of 12.1 years andoriginally totaling $72,500,000 with a weighted average interest rate of 3.89%.4.20% obtained in connection with the two industrial properties purchased during the first quarter of fiscal 2019. Details on these two fixed rate mortgages are as follows:

 

Property

 Mortgage amount  Maturity Date Interest Rate 
Charleston, SC $14,200,000  12/1/2032  4.23%
Oklahoma City, OK  19,600,000  12/1/2027  3.64%

Property Mortgage amount  Maturity Date Interest Rate 
Trenton, NJ $55,000,000  11/1/2033  4.13%
Savannah, GA  17,500,000  12/1/2033  4.40%

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The increase in Mortgage Notes Payable was also partially due to the amortization of financing costs associated with the Mortgage Notes Payable of approximately $200,000.$223,000. This increase was partially offset by scheduled payments of principal of approximately $12,351,000, which includes the full repayment of the Company’s one mortgage associated with a property located in Richfield, OH for approximately $2,633,000.$12,121,000. In addition, the increase in Mortgage Notes Payable was partially offset by the addition of deferred financing costs of approximately $362,000, of$442,000 which approximately $348,000 is associated with the two mortgages obtained in connection with the acquisitions of the two industrial properties purchased induring the first three monthsquarter of fiscal 2018.2019.

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Excluding Debt Issuance Costs, the weighted average interest rate on the Fixed Rate Mortgage Notes Payable decreased by 288 basis points from the prior year quarter from 4.44% at December 31, 2016 to 4.16% at December 31, 2017.2017 to 4.08% at December 31, 2018.

 

The Company isWe are scheduled to repay a total of approximately $50,035,000$63,963,000 in mortgage principal payments over the next 12 months. The Company intendsWe intend to make these principal payments from the funds generated from Cash from Operations, the DRIP, the At-The-Market Preferred Equity Program (Preferred Stock ATM Program) and draws from the unsecured line of credit facility.

 

Liquidity and Capital Resources

 

Net Cash Provided by Operating Activities was $17,090,439$21,911,976 and $14,152,706$17,090,439 for the three months ended December 31, 20172018 and 2016,2017, respectively. Dividends paid on common stock for the three months ended December 31, 2018 and 2017 were $15,569,911 and 2016 were $13,016,721 and $11,184,399,$13,016,722, respectively (of which $2,919,972$4,515,081 and $2,077,156,$2,919,973, respectively, were reinvested). The Company paysWe pay dividends from cash generated from operations.

 

As of December 31, 2017, the Company2018, we held $130,431,475$145,810,088 in marketable REIT securities, representing 7.8%7.1% of the Company’sour undepreciated assets (which is the Company’sour total assets excluding accumulated depreciation). The CompanyWe generally limits itslimit our marketable securities investments to no more than approximately 10% of itsour undepreciated assets. The Company fromFrom time to time, we may purchase these securities on margin when the interest and dividend yields exceed the cost of funds. In general, the Companywe may borrow up to 50% of the value of the marketable securities. As of December 31, 2017, there were no draws2018, we had $15,814,547 drawn against the margin. The current margin interest rate is 3.0%. The marketable REIT securities portfolio provides the Companyus with additional liquidity, diversification and income, and serves as a proxy for real estate when more favorable risk adjusted returns are not available. As of December 31, 2017, the Company2018, we had net Unrealized Holding Losses on itsour portfolio of $4,142,572$67,371,468 as compared to net Unrealized Holding GainsLosses of $6,570,565$24,744,579 as of September 30, 2017,2018, representing a decreasean increase of $10,713,137. The Company$42,626,889. No securities were sold during the three months ended December 31, 2018 and we recognized a Gain on Sale of Securities Transactions of $100,153 and $806,108 for the three months ended December 31, 2017. During the three months ended December 31, 2018 and 2017, we purchased securities of $33,516,432 and 2016,$19,714,857, respectively. The CompanyWe recognized dividend income on itsour investment in securities of $2,862,644$4,331,260 and $1,288,803$2,862,644 for the three months ended December 31, 20172018 and 2016,2017, respectively, representing an increase of 122%51%. The dividends received from the Company’sour investments continue to meet our expectations.

 

As of December 31, 2017, the Company2018, we owned 108113 properties, of which 6163 carried mortgage loans with outstanding principal balances totaling $620,411,537.$780,147,204. The 4750 unencumbered properties could be refinanced to raise additional funds, although covenants in the Company’sour unsecured line of credit facility (the Facility) limit the amount of unencumbered properties that can be mortgaged. As of December 31, 2017, the Company has2018, we have drawn down $110,000,000 on the Facility, which had an interest rate of 3.06%4.22%. The Facility has an additional $100,000,000 accordion feature, which brings the total potential availability up to $300,000,000.$300,000,000, including the additional $100,000,000 accordion feature. The Facility matures September 2020, with a one-year extension at the Company’sour option.

 

As of December 31, 2017, the Company2018, we had total assets of $1,499,124,917$1,829,356,614 and liabilities of $745,041,116. The Company’s$923,800,404. Our net debt (net of unamortized debt issuance costs and net of cash and cash equivalents) to total market capitalization as of December 31, 20172018 was approximately 30%38% and the Company’sour net debt, less marketable securities (net of unamortized debt issuance costs, net of cash and cash equivalents and net of marketable securities) to total market capitalization as of December 31, 20172018 was approximately 25%32%. The Company believesWe believe that it haswe have the ability to meet itsour obligations and to generate funds for new investments.

 

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On June 29, 2017, the Companywe entered into a Preferred Stock ATMAt-The-Market Sales Agreement Program with B. Riley FBR, Inc., or B. Riley (formerly FBR Capital Markets & Co. in which), that provided for the Company may, from time to time, offer and sell additionalsale of shares of itsour 6.125% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share, with a liquidation preference of $25.00 per share, or our 6.125% Series C preferred stock, having an aggregate sales price of up to $100,000,000. The Company began selling shares through theOn August 2, 2018, we replaced this program with a new Preferred Stock At-The-Market Sales Agreement Program (Preferred Stock ATM Program on July 3, 2017. DuringProgram) that provides for the three months endedoffer and sale from time to time of $125,000,000 of our 6.125% Series C preferred stock. Since inception through December 31, 2017, the Company2018, we sold 1,039,9343,132,445 shares under its Preferred Stock ATM Programthese programs at a weighted average price of $25.13$25.04 per share, and generated net proceeds, after offering expenses, of approximately $25,688,000.$76,831,000, of which 44,444 shares were sold during the three months ended December 31, 2018 at a weighted average price of $23.77 per share, and generated net proceeds, after offering expenses, of approximately $1,006,000. As of December 31, 2018, there is approximately $118,039,000 remaining that may be sold under the Preferred Stock ATM Program.

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As of December 31, 2017, 10,879,3792018, 11,532,445 shares of the 6.125% Series C Preferred Stock were issued and outstanding.

 

Subsequent to the quarter end, through January 24, 2018, the Company sold 145,997 shares under its Preferred Stock ATM Program at a weighted average price of $25.04 per share, and realized net proceeds, after offering expenses, of approximately $3,595,000.

The CompanyWe raised $25,531,430$22,110,506 (including dividend reinvestments of $2,919,972)$4,515,081) from the issuance of 1,546,0891,606,981 shares of common stock under theour DRIP during the three months ended December 31, 2017.2018. Of this amount, UMH Properties, Inc. (UMH), a related REIT, made total purchases of 22,50631,325 common shares for a total cost of $382,828,$410,049, or a weighted average cost of $17.01$13.09 per share.

Dividends paid on common stock for the three months ended December 31, 2018 and 2017 were $15,569,911 and $13,016,722, respectively (of which $4,515,081 and $2,919,973, respectively, were reinvested).

During the three months ended December 31, 2017, the Company2018, we paid $13,016,721$15,569,911 in total cash dividends, or $0.17 per share to common shareholders, of which $2,919,972$4,515,081 was reinvested in the DRIP.DRIP, representing a 29% participation rate. On January 16, 2018, the Company2019, our Board of Directors declared a dividend of $0.17 per common share to be paid on March 15, 20182019 to common shareholders of record as of the close of business on February 15, 2018.2019.

 

During the three months ended December 31, 2017, the Company2018, we paid $4,080,685$4,414,770 in Preferred Dividends, or $0.3828125 per share, on itsour outstanding 6.125% Series C Preferred Stock for the period September 1, 20172018 through November 30, 2017.2018. As of December 31, 2017, the Company has2018, we have accrued Preferred Dividends of $1,388,254$1,471,588 covering the period December 1, 20172018 to December 31, 2017.2018. Dividends on the 6.125% Series C Preferred Stock are cumulative and payable quarterly at an annual rate of $1.53125 per share. On January 16, 2018, the Company2019, our Board of Directors declared a dividend of $0.3828125 per share to be paid March 15, 20182019 to the 6.125% Series C Preferred shareholders of record as of the close of business on February 15, 2018.2019.

 

The Company usesWe use a variety of sources to fund itsour cash needs in addition to cash generated from operations. The CompanyWe may sell marketable securities from itsour investment portfolio, borrow on itsour unsecured line of credit facility or securities margin loans, refinance debt, or raise capital through the DRIP, the Preferred Stock ATM Program or capital markets.

 

The Company hasIn addition to the public offering of 9,200,000 shares of our Common Stock in October 2018, which raised $138,000,000 in gross proceeds, we have been raising capital through itsour DRIP, the Preferred Stock ATM Program, mortgage loans, draws on itsour unsecured line of credit, sale of marketable securities and funds generated from itsour investments in net-leased industrial properties, as well as the issuance of additional shares of 6.125% Series C Preferred Stock. The Companyproperties. We may raise capital through registered direct placements and public offerings of common and preferred stock. The Company believesWe believe that funds generated from operations, from the DRIP, and from the Preferred Stock ATM Program, itsas well as our ability to finance and refinance itsour properties, and itsour availability under itsour unsecured line of credit, will provide sufficient funds to adequately meet itsour obligations over the next year.

 

The Company hasWe have a concentration of FDXFedEx Corporation (FDX) and FDX subsidiary-leased properties, consisting of 61 separate stand-alone leases covering approximately 10,465,000 square feet as of December 31, 2018 and 59 separate stand-alone leases covering approximately 9,513,000 square feet as of December 31, 2017 and 55 separate stand-alone leases covering approximately 8,187,000 square feet as2017. As of December 31, 2016. The 592018, the 61 separate stand-alone leases that are leased to FDX and FDX subsidiaries are located in 25 different states and have a weighted average lease maturity of 8.79.3 years. The percentage of FDX and its subsidiaries leased square footage to the total of the Company’sour rental space was 49% (5% to FDX and 44% to FDX subsidiaries) as of December 31, 2018 and 50% (8% to FDX and 42% to FDX subsidiaries) as of December 31, 2017 and 49% (6% to FDX and 43% to FDX subsidiaries) as of December 31, 2016.2017. As of December 31, 2017, the only tenants that leased 5% or more of the Company’s total square footage were FDX and its subsidiaries and Milwaukee Electric Tool Corporation, which leases one property through July 2028 consisting of approximately 862,000 square feet, which was approximately 5% of the Company’s rental space. As of December 31, 2017,2018, no other tenant other than FDX and its subsidiaries and Milwaukee Electric Tool Corporation, accounted for 5% or more of the Company’sour total rental space.

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Annualized Rental and Reimbursement Revenue from FDX and its subsidiaries is estimated to be approximately 60% (5% to FDX and 55% to FDX subsidiaries) of total Rental and Reimbursement Revenue for fiscal 2019, and was 60% (7% to FDX and 53% to FDX subsidiaries) of total Rental and Reimbursement Revenue for fiscal 2018 and was 59% (6% to FDX and 53% to FDX subsidiaries) of total Rental and Reimbursement Revenue for fiscal 2017.2018. No other tenant other than FDX and its subsidiaries, accounted for 5% or more of the Company’sour total Rental and Reimbursement Revenue for the three months ended December 31, 20172018 and 2016.2017.

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FDX is a publicly-owned company and financial information related to this entity is available at the SEC’s website,www.sec.gov. FDX is rated “BBB” by S&P Global Ratings (www.standardandpoors.com)(www.standardandpoors.com) and is rated “Baa2” by Moody’s (www.moodys.com)(www.moodys.com), which are both considered “Investment Grade” ratings. The references in this report to the SEC’s website, S&P Global Ratings’ website and Moody’s website are not intended to and do not include, or incorporate by reference into this report, the information of FDX, S&P Global Ratings or Moody’s on such websites.

 

In addition to real estate property holdings, the Companywe held $130,431,475$145,810,088 in marketable REIT securities at December 31, 2017,2018, representing 7.8%7.1% of the Company’sour undepreciated assets (which is the Company’sour total assets excluding accumulated depreciation). These liquid real estate holdings are not included in calculating the tenant concentration ratios above and therefore further enhance the Company’sour diversification. The securities portfolio provides the Companyus with additional liquidity, diversification and income and serves as a proxy for real estate when more favorable risk adjusted returns are not available.

 

In addition to the property purchased subsequentSubsequent to the quarter end, we completed a 154,800 square foot property expansion at our property located in Monroe (Cincinnati), OH for a total project cost of approximately $9,072,000. The expansion resulted in a new 15 year lease which extended the Company hasprior lease expiration date from February 2030 to January 2034. The expansion also resulted in an increase in initial annual rent effective February 1, 2019 by approximately $862,000 from approximately $961,000, or $4.14 per square foot, to approximately $1,823,000, or $4.71 per square foot. In addition, the annual rent will increase by 2% per annum.

We have entered into agreements to purchase two new build-to-suit, industrial buildings that are currently being developed in FloridaIndiana and SouthNorth Carolina, consisting oftotaling approximately 660,000882,000 square feet, with net-leased terms of 10 and 15 years with a weighted average lease term of 12 years.each. The aggregate purchase price for these properties is approximately $78,018,000. Approximately 261,000$122,414,000. One of these properties, consisting of approximately 613,000 square feet, or 40%69%, is leased to Amazon.com Services, Inc. The other property, consisting of approximately 269,000 square feet, or 31%, is leased to FedEx Ground Package System, Inc. Both of these properties are leased to tenants, or to subsidiaries of companies, that are considered Investment Grade by S&P Global Ratings (www.standardandpoors.com) and by Moody’s (www.moodys.com). The references in this report to the S&P Global Ratings’ website and the Moody’s website are not intended to and do not include, or incorporate by reference into this report, the information of S&P Global Ratings or Moody’s on such websites. Subject to satisfactory due diligence and other customary closing conditions and requirements, we anticipate closing one of these transactions sometime during fiscal 2018 and the firstfourth quarter of fiscal 2019.2019 and closing the other one during the first half of fiscal 2020. In connection with the twoone of these properties, the Company haswe have entered into commitmentsa commitment to obtain twoan 18 year, fully-amortizing mortgage loans totaling $49,360,000 at fixed rates rangingloan of 3.82% and 4.25%,$52,500,000 with a weighted averagefixed interest rate of 3.99%4.27%. Both of these mortgage loans are 15 year, fully-amortizing loans.

 

The Company is under contract to sell two properties consisting of (i) an 87,500 square foot vacant building located in Ft. Myers, FL, for $6,400,000, which is approximately $2,400,000 above the Company’s U.S. GAAP net book carrying value and is anticipated to close during the second quarter of fiscal 2018 (ii) a 68,370 square foot building located in Colorado Springs, CO for $5,800,000, which is approximately the Company’s U.S. GAAP net book carrying value and is anticipated to close during the third quarter of fiscal 2018. The completion of these two sales are subject to customary closing conditions and requirements.

The Company intendsWe intend to acquire additional net-leased industrial properties on long-term leases, primarily to investment grade tenants or their subsidiaries, and, when needed, expand itsour current properties. The funds may come from free cash flow from operations, mortgage loans, draws on our unsecured line of credit, cash on hand, sale of marketable securities, other bank borrowings, proceeds from the DRIP, proceeds from the Preferred Stock ATM Program, private placements and public offerings of additional common or preferred stock or other securities. To the extent that funds or appropriate properties are not available, fewer acquisitions will be made.

 

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Off-Balance Sheet Arrangements

 

The Company doesWe do not have any material off-balance sheet arrangements.

 

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Funds From Operations, Core Funds From Operations and Adjusted Funds From Operations

 

We assess and measure our overall operating results based upon an industry performance measure referred to as Funds From Operations (FFO), which management believeswe believe is a useful indicator of our operating performance. FFO is used by industry analysts and investors as a supplemental operating performance measure of a REIT. FFO, as defined by the National Association of Real Estate Investment Trusts (NAREIT), represents net income attributable to common shareholders, as defined by accounting principles generally accepted in the United States of America (U.S. GAAP), excluding extraordinary items, as defined under U.S. GAAP, gains or losses from sales of previously depreciated real estate assets, impairment charges related to depreciable real estate assets, plus certain non-cash items such as real estate asset depreciation and amortization. FFO includes unrealized gains and losses arising during the period from our securities investments and includes gains and losses realized from sales of securities investments. NAREIT created FFO as a non-U.S. GAAPnon-GAAP supplemental measure of REIT operating performance. We define Core Funds From Operations (Core FFO) as FFO, excluding acquisition costs and costs associated withUnrealized Holding Gains or Losses Arising During the Redemption of Preferred Stock.Period. We define Adjusted Funds From Operations (AFFO) as Core FFO, excluding stock based compensation expense, depreciation of corporate office tenant improvements, amortization of deferred financing costs, lease termination income, net gain or loss on sale of securities transactions, effect of non-cash U.S. GAAP straight-line rent adjustments non-recurring other expenses and lesssubtracting recurring capital expenditures. We define recurring capital expenditures as all capital expenditures that are recurring in nature, excluding capital expenditures related to expansions at our current locations or capital expenditures that are incurred in conjunction with obtaining a new lease or a lease renewal. We believe that, as widely recognized measures of performance used by other REITs, FFO, Core FFO and AFFO may be considered by investors as supplemental measures to compare our operating performance to those of other REITs. FFO, Core FFO and AFFO exclude historical cost depreciation as an expense and may facilitate the comparison of REITs which have a different cost basis. However, other REITs may use different methodologies to calculate FFO, Core FFO and AFFO and, accordingly, our FFO, Core FFO and AFFO may not be comparable to all other REITs. The items excluded from FFO, Core FFO and AFFO are significant components in understanding the Company’sour financial performance.

 

FFO, Core FFO and AFFO are non-GAAP performance measures and (i) do not represent Cash Flow from Operations as defined by U.S. GAAP; (ii) should not be considered as an alternative to Net Income or Net Income Attributable to Common Shareholders as a measure of operating performance or to Cash Flows from Operating, Investing and Financing Activities; and (iii) are not an alternative to Cash Flows from Operating, Investing and Financing Activities as a measure of liquidity. FFO, Core FFO and AFFO, as calculated by the Company,us, may not be comparable to similarly titled measures reported by other REITs.

 

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The following is a reconciliation of the Company’sour U.S. GAAP Net Income to the Company’sour FFO, Core FFO and AFFO for the three months ended December 31, 20172018 and 2016:2017:

 

 Three Months Ended  Three Months Ended 
 12/31/2017  12/31/2016   12/31/2018  12/31/2017 
Net Income Attributable to Common Shareholders $13,313,455  $6,156,161 
Net Income (Loss) Attributable to Common Shareholders $(32,363,663) $13,313,455 
Plus: Depreciation Expense (excluding Corporate Office Capitalized Costs)  8,444,507   6,953,780   10,438,176   8,444,507 
Plus: Amortization of Intangible Assets  343,746   267,847   500,040   343,746 
Plus: Amortization of Capitalized Lease Costs  220,002   205,442   228,030   220,002 
Less: (Gain) / Plus: Loss on Sale of Real Estate Investments  (5,387,886)  95,336 
Less: Gain on Sale of Real Estate Investments  -0-   (5,387,886)
FFO Attributable to Common Shareholders  16,933,824   13,678,566   (21,197,417)  16,933,824 
Plus: Acquisition Costs  -0-   178,526 
Plus: Unrealized Holding Losses Arising During the Period  42,626,889   -0- 
Core FFO Attributable to Common Shareholders  16,933,824   13,857,092   21,429,472   16,933,824 
Plus: Depreciation of Corporate Office Capitalized Costs  39,477   38,715   39,668   39,477 
Plus: Stock Compensation Expense  130,763   100,155   129,026   130,763 
Plus: Amortization of Financing Costs  293,894   280,913   317,113   293,894 
Less: Gain on Sale of Securities Transactions  (100,153)  (806,108)  -0-   (100,153)
Less: Lease Termination Income  (210,261)  -0-   -0-   (210,261)
Less: Recurring Capital Expenditures  (219,246)  (188,412)  (556,725)  (219,246)
Less: Effect of Non-cash U.S. GAAP Straight-line Rent Adjustment  (396,028)  (343,239)  (336,484)  (396,028)
AFFO Attributable to Common Shareholders $16,472,270  $12,939,116  $21,022,070  $16,472,270 

 

The following are the Cash Flows provided (used) by Operating, Investing and Financing Activities for the three months ended December 31, 20172018 and 2016:2017:

 

 Three Months Ended  Three Months Ended 
 12/31/2017  12/31/2016   12/31/2018  12/31/2017 
             
Operating Activities $17,090,439  $14,152,706  $21,911,976  $17,090,439 
Investing Activities  (61,962,572)  (55,150,303)  (153,079,249)  (61,962,572)
Financing Activities  45,401,988   (24,029,305)  134,611,454   45,401,988 

 

Forward-Looking Statements

 

This quarterly report on Form 10-Q includes 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. Forward-looking statements provide the Company’sour current expectations or forecasts of future events. Forward-looking statements include statements about the Company’sour expectations, beliefs, intentions, plans, objectives, goals, strategies, future events, performance and underlying assumptions and other statements that are not historical facts. Forward-looking statements can be identified by their use of forward-looking words, such as “may,” “will,” “anticipate,” “expect,” “believe,” “intend,” “plan,” “should,” “seek” or comparable terms, or the negative use of those words, but the absence of these words does not necessarily mean that a statement is not forward-looking.

 

The forward-looking statements are based on the Company’sour beliefs, assumptions and expectations of itsour future performance, taking into account all information currently available to the Company.us. Forward-looking statements are not predictions of future events. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to the Company.us. Some of these factors are described below and are described under the above heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” above and the headings “Business”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’sour Annual Report on Form 10-K for the fiscal year ended September 30, 2017.2018. These and other risks, uncertainties and factors could cause the Company’sour actual results to differ materially from those included in any forward-looking statements the Company makes.we make. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for the Companyus to predict those events or how they may affect the Company.us. Except as required by law, the Company iswe are not obligated to, and doesdo not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that could cause actual results to differ materially from the Company’sour expectations include, among others:

 

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 the ability of the Company’sour tenants to make payments under their respective leases;
 the Company’sour reliance on certain major tenants;
 the Company’sour ability to re-lease properties that are currently vacant or that become vacant;
 the Company’sour ability to obtain suitable tenants for itsour properties;
 changes in real estate market conditions, economic conditions in the industrial sector and the market in which the Company’sour properties are located and general economic conditions;
 the inherent risks associated with owning real estate, including local real estate market conditions, governing laws and regulations and illiquidity of real estate investments;
 the Company’sour ability to acquire, finance and sell properties on attractive terms;
 the Company’sour ability to repay debt financing obligations;
 the Company’sour ability to refinance amounts outstanding under itsour mortgages and credit facilities at maturity on terms favorable to us, or at all;
 the loss of any member of the Company’sour management team;
 the Company’sour ability to comply with debt covenants;
 the Company’sour ability to integrate acquired properties and operations into existing operations;
 continued availability of proceeds from issuances of the Company’sour debt or equity securities;
 the availability of other debt and equity financing alternatives;
 market conditions affecting the Company’sour investment in marketable securities of other REIT’s;
 changes in interest rates under the Company’sour current credit facility and under any additional variable rate debt arrangements that the Companywe may enter into in the future;
 the Company’sour ability to successfully implement the Company’sour selective acquisition strategy;
 the Company’sour ability to maintain internal controls and procedures to ensure all transactions are accounted for properly, all relevant disclosures and filings are timely made in accordance with all rules and regulations, and any potential fraud or embezzlement is thwarted or detected;
 changes in federal or state tax rules or regulations that could have adverse tax consequences;
 declines in the market prices of the Company’sour investment securities; and
 the Company’sour ability to qualify as a REIT for federal income tax purposes.

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You should not place undue reliance on these forward-looking statements, as events described or implied in such statements may not occur. The Company undertakesWe undertake no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise.

 

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.

 

There have been no material changes to information required regarding quantitative and qualitative disclosures about market risk from the end of the preceding fiscal year to December 31, 20172018 (the date of this Quarterly Report on Form 10-Q).

 

ITEM 4. Controls and Procedures.

 

The Company’sOur President and Chief Executive Officer (the Company’s(our principal executive officer) and the Company’sour Chief Financial Officer (the Company’s(our principal financial and accounting officer) with the assistance of other members of the Company’sour management, evaluated the effectiveness of the Company’sour disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, the Company’sour President and Chief Executive Officer and Chief Financial Officer have concluded that the Company’sour disclosure controls and procedures are effective as of the end of such period.

 

Changes in Internal Control over Financial Reporting

 

There has not been any change in the Company’sour internal controlcontrols over financial reporting during the quarter ended December 31, 20172018 that has materially affected, or is reasonably likely to materially affect, the Company’sour internal control over financial reporting.

 

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PART II:

OTHER INFORMATION

 

Item 1.Legal Proceedings.– None
  
Item 1A.

Risk Factors.

 

The following risk factors supplement andIn addition to the extent inconsistent supersedesother information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risksfactors discussed in Part I, Item 1A – “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017, or the 2017 Annual Report. In addition to the following risk factors and the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A – “Risk Factors” in the 2017 Annual Report,2018 (the “10-K”) which could materially affect the Company’s business, financial condition or future results. The risks described herein and in the 2017 Annual Report10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds. – None
  
Item 3.Defaults Upon Senior Securities. – None
  
Item 4.Mine Safety Disclosures.– None
  
Item 5.

Other Information -Information.– None

Risks Related to our Status as a REIT

There is a risk of changes in the tax law applicable to real estate investment trusts. Because the IRS, the United States Treasury Department and Congress frequently review federal income tax legislation, we cannot predict whether, when or to what extent new federal tax laws, regulations, interpretations or rulings will be adopted. Any of such legislative action may prospectively or retroactively modify our tax treatment and, therefore, may adversely affect taxation of us and/or our investors.

The recently enacted Tax Cuts and Jobs Act of 2017, or the TCJA, has significantly changed the U.S. federal income taxation of U.S. businesses and their owners, including REITs and their shareholders. Changes made by the TCJA that could affect us and our shareholders include:

Temporarily reducing individual U.S. federal income tax rates on ordinary income; the highest individual U.S. federal income tax rate has been reduced from 39.6% to 37% for taxable years beginning after December 31, 2017 and before January 1, 2026;
  
permanently eliminating the progressive corporate tax rate structure, with a maximum corporate tax rate of 35%, and replacing it with a flat corporate tax rate of 21%;
permitting a deduction for certain pass-through business income, including dividends received by our shareholders from us that are not designated by us as capital gain dividends or qualified dividend income, which will allow individuals, trusts, and estates to deduct up to 20% of such amounts for taxable years beginning after December 31, 2017 and before January 1, 2026;
reducing the highest rate of withholding with respect to our distributions to non-U.S. stockholders that are treated as attributable to gains from the sale or exchange of U.S. real property interests from 35% to 21%;
limiting our deduction for net operating losses to 80% of REIT taxable income (prior to the application of the dividends paid deduction);
generally limiting the deduction for net business interest expense in excess of 30% of a business’s adjusted taxable income except for taxpayers that engage in certain real estate businesses and elect out of this rule (provided that such electing taxpayers must use an alternative depreciation system for certain property); and
eliminating the corporate alternative minimum tax.

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Many of these changes are effective immediately, without any transition periods or grandfathering for existing transactions. The TCJA is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the United States Treasury Department and the IRS, any of which could lessen or increase certain adverse impacts of the TCJA. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities.

While some of the changes made by the TCJA may adversely affect us, other changes may be beneficial on a going forward basis. We continue to work with our tax advisors and auditors to determine the full impact that the recent tax legislation as a whole will have on us. You are urged to consult with your tax advisor with respect to the status of legislative, regulatory, judicial or administrative developments and proposals and their potential effect on an investment in our securities.

We may be adversely affected if we fail to qualify as a REIT.If we fail to qualify as a REIT, we will not be allowed to deduct distributions to shareholders in computing our taxable income and will be subject to federal income tax at regular corporate rates and possibly increased state and local taxes. In addition, we might be barred from qualification as a REIT for the four years following disqualification. The additional tax incurred at regular corporate rates would reduce significantly the cash flow available for distribution to shareholders and for debt service. Furthermore, we would no longer be required to make any distributions to our shareholders as a condition to REIT qualification. Any distributions to shareholders would be taxable as ordinary income to the extent of our current and accumulated earnings and profits, although such dividend distributions to non-corporate shareholders would be subject to a top federal income tax rate of 20% (and potentially a Medicare tax of 3.8%), provided applicable requirements of the Internal Revenue Code are satisfied. Furthermore, corporate shareholders may be eligible for the dividends received deduction on the distributions, subject to limitations under the Code. Additionally, if we fail to qualify as a REIT, non-corporate stockholders would no longer be able to deduct up to 20% of our dividends (other than capital gain dividends and dividends treated as qualified dividend income), as would otherwise generally be permitted for taxable years beginning after December 31, 2017 and before January 1, 2026.

Item 6.Exhibits
  
31.1Certification of Michael P. Landy, President and Chief Executive Officer of the Company, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (Filed herewith).
  
31.2Certification of Kevin S. Miller, Chief Financial Officer of the Company, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (Filed herewith).
  
32Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Michael P. Landy, President and Chief Executive Officer, and Kevin S. Miller, Chief Financial Officer (Furnished herewith).
  
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The following materials from the Company’sour Quarterly Report on Form 10-Q for the quarter ended December 31, 20172018 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows and (v)(vi) the Notes to Consolidated Financial Statements.

 

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SIGNATURES

 

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 thereunto duly authorized.

 

MONMOUTH REAL ESTATE INVESTMENT CORPORATION

Date:February 7, 20182019By:/s/ Michael P. Landy
  Michael P. Landy, President and Chief Executive Officer,
  its principal executive officer
   
Date:February 7, 20182019By:/s/ Kevin S. Miller
  Kevin S. Miller, Chief Financial Officer, its principal
  financial officer and principal accounting officer

 

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