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

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): December 3, 2021

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

Maryland
 
000-55776
 
47-4156046
(State or other jurisdiction
 
(Commission
 
(I.R.S. Employer
of incorporation)
 
File Number)
 
Identification No.)

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

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

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

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

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


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


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


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

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

Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share
 
MDVA
 
New York Stock Exchange

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

Emerging growth company ☒

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




Item 8.01.
Other Events.

Third Quarter 2021 Investor Presentation

On December 3, 2021, Modiv Inc. emailed an Investor Presentation to its stockholders and posted the Investor Presentation on its website at www.modiv.com. A copy of the Investor Presentation is attached hereto as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 8.01 disclosure.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits

99.1
Modiv Inc. Investor Presentation, Third Quarter 2021


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
MODIV INC.
(Registrant) 
   
 
By:
/s/ RAYMOND J. PACINI
   
Name:
Raymond J. Pacini
   
Title:
Chief Financial Officer

Date: December 3, 2021



Exhibit 99.1
 INVESTOR PRESENTATIONQ3 2021 
 

 These materials are provided for informational purposes only, and under no circumstances may any information contained herein be construed as investment advice or as an offer to sell or a solicitation of an offer to buy an interest in any Modiv program or offering. Alternative investments, such as an investment in Modiv or any Modiv program or offering, are speculative and involve substantial risks, including illiquidity and complete loss of invested capital, and there are no guarantees that assets will appreciate in value or that dividends will be paid. Such investments may not be suitable for all investors.Forward-Looking StatementsCertain statements contained herein, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act, Section 21E of the Exchange Act and other applicable law. These statements include, but are not limited to, statements related to plans to list the Company’s Class C common stock on a national stock exchange, strengthening the Company’s investor audience, the estimated net asset value per share of the Company’s common stock, further NAV growth, the timing and/or ability to close on the identified or potential acquisitions and dispositions, performance of the operating portfolio and re-financing activity, the investment sales and financing market, future leasing activity, the ability to reduce exposure to office and enhancing shareholder value. There can be no assurances that the Company will be able to successfully complete a listing nor in the time frame sought given the potential for conditions and other factors outside of its control. Investors may be subject to customary time-based liquidity lock-up periods in order for the Company to implement a successful listing on a national stock exchange. Cushman & Wakefield relied on forward- looking information, some of which was provided by or on behalf of the Company, in preparing its valuation materials. Therefore, neither such statements nor Cushman & Wakefield’s valuation materials are intended to, nor shall they, serve as a guarantee of the Company’s performance in future periods. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the U.S. Securities and Exchange Commission (the “SEC”). These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in the Company’s filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. Actual events occurring after the Company’s determination of an estimated per share NAV may cause the value of, and returns on, the Company’s investments to be less than those used for purposes of determining the Company’s estimated per share NAV.Modiv Inc. is not affiliated with, associated with, or a sponsor of any of the businesses pictured or mentioned in this presentation. The names, logos and all related product and service names, design marks and slogans are the trademarks or service marks of their respective companies.  DISCLOSURE  22 
 

 Strategic plan execution offers confidence to pursue a listing in early 2022.  On November 2, Modiv’s board of directors approved an intent to list its Class C common stock on a national stock exchange in early 2022, subject to market conditions1  In preparation for this planned listing, the board of directors approved management’s recommendation to close the Regulation A crowdfunding offering effective November 24, 2021.The board of directors also reviewed and approved management’s recommendation to terminate our Share Repurchase Program (“SRP”) and we are no longer accepting share repurchase requests.  We will be limited on what else can be stated about this topic until such time after any potential listing event.1Established an updated estimated NAV per share of the Company’s common stock of$27.29 as of September 30, 2021Represents approximately 5% growth from the prior quarter and 30% growth from when we first recognized the impact of COVID-19 on our portfolio in April 2020.Active in portfolio management  Under contract to acquire a 10-property portfolio of Walgreens and an industrial sale-leaseback. In discussions to dispose several office and non-essential retail properties.2Recently extended two leases with high-credit tenants for a weighted average term of 10 years.  EXECUTIVE SUMMARY  No assurances can be made that the Company will be able to complete a successful listing.There can be no assurances that these transactions will be completed.      As a publicly listed company, Modiv would be able to continue to strengthen our investor audience by introducing new retail and institutional investors to our experienced management team and our diversified portfolio of income-producing, single-tenant net-lease properties.- Aaron Halfacre, CEO  3 
 

             Modiv owns and manages a single-tenant net-lease portfolio backed by high-credit tenants.  MODIV BY THE NUMBERSAs of September 30, 2021      38commercial properties  13retail  14office  11industrial    $500+ million  of assets  7,300+investors  2.2 millionSF of leasable space      69% ABRfrom investment grade rated tenants    $39.8M  dividendspaid since inception1$0fees2  Total distributions for Modiv’s Class C and S shares combined from inception through 9/30/21.Modiv charges no fees, although certain expenses related to operating a public company apply.  3 
 

   INVESTMENTS OVERVIEW 
 

 REAL ESTATE HIGHLIGHTS  Properties 38  Square Footage (msf) 2.2  Total Tenants 31  Annualized Base Rent ($m) $28.8  Top Ten Tenants (% of ABR) 56%  Tenant Industries 14  Occupancy (%) 100%  Cash Rent Collection (% of ABR) 100%  Investment Grade Rated (% of ABR) 70%  Contractual Rent Bumps (% of ABR) 88%  Average Lease Term Remaining (years) 5.6  Leverage (% of Net Asset Value) 40%  Weighted Average Interest Rate 4.2%  Net Asset Value per share (as of September 30, 2021) $27.29  Implied Cap Rate 6.8%  As of September 30, 2021  Industrial Office Retail  Diversified by Geography, Property Type and Sector  Portfolio Highlights  6 
 

 KEY PORTFOLIO METRICS  Top 5 Tenantsby Annual Base Rent  8.7% (S&P A)  7.7% (NR)  7.7% (S&P A+)  5.3% (S&P AA-)  5.5% (NR)  As of September 30, 2021 (unless otherwise noted)Lease Duration1 Industry BreakdownWeighted Average Lease Duration: 5.6 Years  Excludes leasing activity executed subsequent to quarter end; including this leasing activity, 2022 expirations total 4% and Weighted Average Lease Duration extends to 6.0 years.Investment grade rating on long-term debt is determined by a nationally recognized statistical rating agency.Modiv Inc. is not affiliated with, associated with, or a sponsor of any of the businesses pictured or mentioned above. The names, logos and all related product and service names, design marks and slogans are the trademarks or service marks of their respective companies.  Property Type  Investment Grade2                                                          Capital Goods 21.7%  Health Care Equipment & Services 19.1%  Retailing 11.4%  Consumer Durables & Apparel7.5%  Commercial & Professional Services 6.9%Automobile & Components4.3%  Consumer Services 6.4%  Materials Technology Hardware & 5.7%Equipment5.4%Food, Beverage & Tobacco 5.5%  Other 6.1%            Industrial 33%  Office 51%  Retail 16%        Investment Grade 70%  7  Non-Investment Grade 30% 
 

 RECENT REAL ESTATE ACTIVITY  7-year lease renewal  L3 Carlsbad, CA  Acquisition - pending  Walgreens Portfolio Nationwide  Asset sale - pending  Texas Health Dallas, TX  12-year lease renewal  3M DeKalb, IL    LeasingSubsequent to quarter-end, executed a 12-year lease renewal with 3M Company for its global distribution hub and a 7-year lease renewal with L3Harris Technologies for its R&D/Office facility.    FinancingRaised $50 million of preferred equity (NYSE: “MDVA”) in September with proceeds to be deployed towards future acquisitions.    Dispositions¹Under contract to dispose of $56.5M of properties over the next two quarters. Sales activity continues to focus primarily on reducing exposure to office and non-essential retail properties, with focus on assets with less than five years of remaining lease term.    4  Acquisitions¹Under contract to acquire a portfolio of 10 retail properties leased to Walgreens under a 15-year lease for $63.1 million and for a sale- leaseback of an industrial property for $11.5 million with a 20-year lease term.1. There can be no assurances that these transactions will be completed.  8 
 

 Q3 EARNINGS    We continue to see strong performance from our operating portfolio and benefit from portfolio asset management initiatives and recent re-financing activity at more favorable rates.  Raymond PaciniChief Financial Officer  3Q quarter-end earnings above prior year due to:  Reduced share count from share redemption activityInterest expense savings from $25M of year-to-date debt re-financingContractual rent escalators  4. Recent upside from capital deployment  AFFO per Share1$1.19  1. Refer to 10Q filing with the SEC.                $0.17  $0.50  2020  2021      3Q Earnings      YTD Total  9  $0.97 
 

 QUARTERLY ESTIMATED NAV  Estimated per share NAVs reflect the 1:3 reverse stock split effective Feb. 1, 2021.1. As of 9/30/2021. Cushman and Wakefield independent appraisal. Please refer to 8K filing with the SEC dated November 5, 2021.  $27.291Estimated NAV per share As of September 30, 2021  18.5%Increase year-to-date  Net Asset Value per Share (April 2020)  $21.01  Real EstateCash  $5.42$5.77  Total Real Estate and Assets  $32.20  DebtOther Assets and Liabilities Preferred Equity  $2.85($3.26)($5.75)  Total Debt and Other Liabilities  ($6.16)  Reduction to Shares Outstanding  $1.25  Net Asset Value per Share (September 2021)  $27.29  NAV Analysis1  A robust investment sales and financing environment continues to have positive implications on asset values supporting further NAV growth.  Mitchell GermainChief Capital Officer    10 
 

 INVESTMENT OVERVIEW  As of September 30, 2021        Share Price (NAV)  $27.29  Dividend1  $1.15/share  Annualized Distribution Rate1  4.2%  Shares Outstanding  8.7 mm  Distributions Paid Since Inception1  $39.8 mm  1. There is no guarantee that distributions will be paid.  11 
 

   QUARTERLY COMMENTARY 
 

 We have been active on the portfolio front, renewing long-term leases with two significant tenants and actively recycling assets. We continue to focus on extending lease terms and reducing exposure to office properties.  MARKET & PORTFOLIO OUTLOOK  Market OutlookThere remains a surplus of capital on the sidelines earmarked for real estate that, along with attractively priced and readily available financing, continues to push asset pricing higher; single-tenant assets are gaining more consideration given the durable nature of the rental income.All real estate sectors, with the exception of office, are operating at or above pre-pandemic levels; office leasing remains challenging as corporations assess space needs based on the continuing desire of employees to work remotely.  Portfolio OutlookMaking significant progress towards 2022 lease renewals with 3M Corporation and L3Harris Technologies; just two leases totaling 4% of rents remain for 2022 and we are in active negotiations.1Acquisition pipeline is robust with focus on necessity retail, quick-service restaurants, manufacturing and warehouse/distribution.Selectively disposing of office assets given robust demand for product within the investment sales market.  David CollinsChief Property Officer  William BromsChief Investment Officer  1. There can be no assurances that these negotiations will result in lease extensions.  13 
 

 Execution on our strategic plan, coupled with a strong operating environment within the commercial real estate and equity capital markets, has enabled us an opportunity to pursue a listing of our common shares.  MODIV QUARTERLY UPDATE  1. There can be no assurances that these transactions will be completed.  HighlightsEstablished a $27.29 NAV per share | increase of nearly 5% over the prior quarter and 18.5% year-to- dateCompleted lease extensions with 3M Corporation and L3Harris Technologies | leases extended 10 years on a weighted average basis with an uptick in rentsAgreements in place to sell several office properties and a retail asset | additional property sales being contemplated given attractive pricing within the investment markets1Under contract to acquire a multi-state essential retail portfolio and sale-leaseback of an industrial facility | this would bring year-to-date investments to over $78M1Raised $50M of preferred equity | solidified our balance sheet with growth capital    Third quarter results demonstrate that our strategic plan hascontinued to enhance shareholder value.  Aaron HalfacreChief Executive Officer  13 
 

   APPENDIX 
 

 EXECUTIVE TEAM  Seasoned Management Team― 23 years average real estate experience― Participated in $25B+ of real estate M&A― Taken several companies public― Expertise in capital markets and investor communicationsImproved Alignment Following 2019 Internalization― Elimination of onerous fees and conflicts of interest― Incentive compensation tied to growth hurdlesScalable Platform― Positioned for horizontal and vertical growth through property management relationship with Colliers International  Management Team  Name  Title  Years of Relevant Experience  Ray Wirta  Chairman  50  Aaron Halfacre  Chief Executive Officer  25  Ray Pacini  Chief Financial Officer  40  Bill Broms  Chief Investment Officer  19  Mitchell Germain  Chief Capital Officer  20  David Collins  Chief Property Officer  35  Sandra Sciutto  Chief Accounting Officer  33  John Raney  Chief Legal Officer  12  Jennifer Barber  Chief Operating Officer  6  John Bacon  Chief Marketing Officer  28  16 
 

 INVESTMENTSAs of September 30, 2021  Property  City, State  Product Type  Sq.Ft.  Investment Grade1  Purchase Date  3M  DeKalb, IL  Industrial  410,400  Y  3/29/2018  Accredo Health  Orlando, FL  Office  63,000  Y  6/15/2016  Amec Foster Wheeler  San Diego, CA  Industrial  37,449  N  7/20/2016  AvAir  Chandler, AZ  Industrial  162,714  N  12/28/2017  Bon Secours Health System  Richmond, VA  Office  72,890  Y  10/31/2018  Costco Wholesale  Issaquah, WA  Office  97,191  Y  12/20/2018  Cummins, Inc.  Nashville, TN  Office  87,230  Y  4/4/2018  Dollar General Bakersfield  Bakersfield, CA  Retail  18,827  Y  11/10/2015  Dollar General Big Spring  Big Spring, TX  Retail  9,026  Y  11/4/2016  Dollar General Castalia  Castalia, OH  Retail  9,026  Y  11/4/2016  Dollar General Lakeside  Lakeside, OH  Retail  9,026  Y  11/4/2016  Dollar General Litchfield  Litchfield, ME  Retail  9,026  Y  11/4/2016  Dollar General Mt. Gilead  Mt. Gilead, OH  Retail  9,026  Y  11/4/2016  Dollar General Thompsontown  Thompsontown, PA  Retail  9,100  Y  11/4/2016  Dollar General Wilton  Wilton, ME  Retail  9,100  Y  11/4/2016  Dollar Tree  Morrow, GA  Retail  10,906  Y  4/22/2016  EMCOR Facilities  Cincinnati, OH  Office  39,385  Y  8/29/2017  exp Global  Maitland, FL  Office  33,118  N  3/27/2017  FUJIFILM Dimatix (72.71%)  Santa Clara, CA  Industrial  91,740  Y  9/28/2017  (Cont’d)  1. Investment grade rating on long-term debt is determined by a nationally recognized statistical rating agency.  16 
 

 INVESTMENTS (CONT’D)As of September 30, 2021  1. Investment grade rating on long-term debt is determined by a nationally recognized statistical rating agency.  Property  City, State  Product Type  Sq.Ft.  Investment Grade1  Purchase Date  Gap  Rocklin, CA  Office  40,110  N  12/1/2016  GSA - Mine Safety & Health  Vacaville, CA  Office  11,014  Y  4/5/2016  Harley Davidson (For Sale)  Bedford, TX  Retail  70,960  N  4/13/2017  Husqvarna  Charlotte, NC  Industrial  64,637  Y  11/30/2017  Illinois Tool Works  El Dorado Hills, CA  Industrial  38,500  Y  8/18/2016  L3 Communications  Carlsbad, CA  Industrial  46,214  Y  12/23/2016  Labcorp  San Carlos, CA  Industrial  20,800  Y  12/9/2015  Levins Sacramento  Sacramento, CA  Industrial  76,000  N  8/20/2015  Northrop Grumman  Melbourne, FL  Office  107,419  Y  3/7/2017  Omnicare  Richmond, VA  Industrial  51,800  Y  7/20/2017  PreK Education Center  San Antonio, TX  Retail  50,000  Y  4/8/2016  Raising Cane's  San Antonio, TX  Retail  3,853  N  7/26/2021  Solar Turbines  San Diego, CA  Office  26,036  Y  7/20/2016  Sutter Health  Rancho Cordova, CA  Office  106,592  Y  3/15/2017  Taylor Farms  Yuma, AZ  Industrial  216,727  N  10/24/2019  Texas Health Resources  Dallas, TX  Office  38,794  Y  9/13/2018  Walgreens Santa Maria  Santa Maria, CA  Retail  14,490  Y  6/29/2017  Williams Sonoma  Las Vegas, NV  Office  35,867  N  6/22/2017  Wyndham  Las Vegas, NV  Office  41,390  N  6/22/2017  Totals      2,249,383  69%  -  20 
 

 FREQUENTLY ASKED QUESTIONS  Why is the Company pursuing a listing of its Class C common shares?The board of directors has decided to pursue the listing of Modiv’s Class C common shares on a national stock exchange because it believes a listing is in the best interest of the Company and its stockholders. Listing the Company’s Class C common shares has many benefits, including that it will provide shareholders of Modiv greater opportunities for liquidity. This decisionfollows a successful listing of preferred equity, which trades on the NYSE (Ticker: “MDVA”). Also, following the listing of the Class C common shares, we believe Modiv will have more diverse sources of capital available to pursue growth initiatives.What happens to Modiv’s shares upon a listing?Upon a successful listing, Modiv will have common shares that trade on a national stock exchange in the same manner as other equity securities, and Modiv will have no control over the share price. Following the anticipated listing, the exchange or redemption of Modiv’s Class C common shares will no longer be handled by Modiv but will trade on the national stock exchange. Existing investors should expect that some portion of their shares will be subject to(i) customary potential lock-up provisions, designed to stabilize the initial traded share price, and (ii) in the case of Class C common shares purchased through our Regulation D private offering, a 6-month holding period. Additionally, following a listing, shares can be transferred to your brokerage account or they can continue to be held with Modiv’s transfer agent. Additional details on how to transfer your shares, if applicable, will be provided closer to the anticipated listing date.When will the listing take place?The Company is expected to pursue a listing in early 2022 subject to market conditions. Please note, there are no assurances that Modiv can complete the planned listing in the time frame outlined or at all given the reliance on general economic factors, sentiment within the equity capital markets, and broader real estate market conditions.  We will continue to communicate with investors as information becomes available. For any additional questions, please feel free to contact Modiv’s Investor Relations team:info@modiv.com or 1-888-686-6348  20 
 

 FREQUENTLY ASKED QUESTIONS cont.  Can an investor purchase more shares prior to the listing?After November 24, 2021, we are no longer accepting additional investments into Modiv’s Class C shares through ourcrowdfunding offering, except through our Distribution Reinvestment Plan (“DRP”), and our Regulation A Offering has been terminated. Following a listing event, investors will have the opportunity to purchase shares in the open market via their brokerage account or our transfer agent.Will the Distribution Reinvestment Plan be terminated?We intend to provide investors the ability to reinvest their dividends via the DRP. Shareholders already enrolled in the DRP will see no changes to current practice, and there is nothing that is required.Will the rate or frequency of the dividend change?The Company intends to continue to pay dividends in accordance with past practice, currently equal to an amount of$1.15/share annually (increasing from $1.10/share as of October 1, 2021), paid on a monthly basis. Any future decisions surroundingthe dividend are made by the board of directors, on behalf of shareholders, and there are no guarantees that future dividends will be paid.Additionally, and as previously communicated, Modiv intends to distribute a "13th Dividend” in early 2022, subject to the success of the company’s 2021 business activities.Why was the Share Repurchase Program (“SRP”) terminated?Effective with the board of directors' decision to pursue a public listing of our Class C common shares, the SRP was terminated, and we will no longer be accepting shareholder repurchase requests. This decision was made in order to organize shareholder records in anticipation of the planned listing event.Is a shareholder vote required for the planned listing?A shareholder vote associated with a planned listing is not required by Modiv’s corporate charter or bylaws or Maryland (Modiv’sstate of incorporation) law. We view this planned listing, and potential liquidity event for Class C shareholders, as a positive event, offering more liquidity on shareholdings than previously offered and more efficient access to capital for the Company to grow.  We will continue to communicate with investors as information becomes available. For any additional questions, please feel free to contact Modiv’s Investor Relations team:info@modiv.com or 1-888-686-6348  20 
 

   www.modiv.com | 888.686.6348120 Newport Center Drive | Newport Beach, CA 92660