MONMOUTH REAL ESTATE INVESTMENT CORP (Form: 8-K, Received: 08/02/2021 08:51:14)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 2, 2021

MONMOUTH REAL ESTATE INVESTMENT CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	001-33177	22-1897375
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

101 Crawfords Corner Road, Suite 1405, Holmdel, NJ		07733
(Address of principal executive offices)		(Zip Code)

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

(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 (see General Instructions A.2. below):

☒	Written communications pursuant to Rule 425 under 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
Common Stock	MNR	New York Stock Exchange
6.125% Series C Cumulative Redeemable Preferred Stock	MNR-PC	New York Stock Exchange

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

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

Item 7.01 Regulation FD Disclosure.

On August 2, 2021, Monmouth Real Estate Investment Corporation issued a press release announcing the results for the third quarter ended June 30, 2021 and disclosed a supplemental information package for the third quarter ended June 30, 2021. A copy of the supplemental information package is furnished with this report as Exhibit 99 and is incorporated herein by reference.

The information in this report and the exhibit attached hereto is being furnished, not filed, for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and pursuant to Item 2.02 and Item 7.01 of Form 8-K will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Forward-Looking Statements

The foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide the Company’s current expectations or forecasts of future events. Forward-looking statements include statements about the Company’s expectations, beliefs, intentions, plans, objectives, goals, strategies, future events, performance and underlying assumptions and other statements that are not historical facts. You can identify forward-looking statements 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’s beliefs, assumptions and expectations of its future performance, taking into account all information currently available to it. 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. Some of these factors are described under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020 and its other periodic reports filed with the Securities and Exchange Commission, which are accessible on the Securities and Exchange Commission’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included in the filings. These and other risks, uncertainties and factors could cause the Company’s actual results to differ materially from those included in any forward-looking statements it makes. 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 Company to predict those events or how they may affect it. Except as required by law, the Company is not obligated to, and does not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on these forward-looking statements, as events described or implied in such statements may not occur. Although the Board has unanimously decided to explore strategic alternatives for the Company, the Company is not obligated to pursue any particular transaction or any transaction at all. Further, although the Company is exploring strategic alternatives, there is no assurance that this process will result in stockholder liquidity, or provide a return to stockholders that equals or exceeds the Company’s estimated value per share. Even if the Board decides to pursue a particular strategy, there is no assurance that the Company will successfully implement its strategy.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Supplemental information package for the third quarter ended June 30, 2021 and press release dated August 2, 2021.

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 hereunto duly authorized.

MONMOUTH REAL ESTATE INVESTMENT CORPORATION

/s/ Kevin S. Miller
KEVIN S. MILLER
Chief Financial and Accounting Officer

Date: August 2, 2021

Exhibit 99

MREIC LOGO BLACK TEXT

Table of Contents

	Page
Consolidated Balance Sheets	3
Consolidated Statements of Income (Loss)	4
FFO, AFFO and Adjusted EBITDA Reconciliations	5
NOI Reconciliations	6
Financial Highlights	7
Same Property Statistics	8
Consolidated Statements of Cash Flows	10
Capital Structure and Leverage Ratios	11
Debt Maturity	13
Property Table by Tenant	14
Property Table by State	15
Lease Expirations	16
Recent Acquisitions	17
Property Table	18
Definitions	21
Press Release Dated August 2, 2021	22

The statement of operations and supplemental statement of operations provided in this supplemental information package present funds from operations (FFO), adjusted funds from operations (AFFO), net operating income (NOI) and adjusted EBITDA, which are REIT industry financial measures that are not calculated in accordance with accounting principles generally accepted in the United States. Please see page 21 for a definition of these supplemental performance measures. Please see the supplemental statement of operations reconciliation for a reconciliation of certain captions in the supplemental statement of operations reported in this supplemental information package to the statement of operations as reported in the Company’s filings with the SEC on Form 10-Q.

Consolidated Balance Sheets

(in thousands except for per share amounts)

	As of			As of
	June 30,			September 30,
	2021			2020
	(unaudited)
ASSETS

Real Estate Investments:
Land	$	266,791		$	250,497
Buildings and Improvements		1,942,840			1,793,367
Total Real Estate Investments		2,209,631			2,043,864
Accumulated Depreciation		(332,725	)		(296,020	)
Real Estate Investments		1,876,906			1,747,844

Cash and Cash Equivalents		90,896			23,517
Securities Available for Sale at Fair Value		148,382			108,832
Tenant and Other Receivables		3,201			5,431
Deferred Rent Receivable		15,066			12,856
Prepaid Expenses		9,191			7,554
Intangible Assets, net of Accumulated Amortization of $19,061 and $17,330, respectively		19,939			16,832
Capitalized Lease Costs, net of Accumulated Amortization of $4,614 and $4,286, respectively		5,817			5,631
Financing Costs, net of Accumulated Amortization of $648 and $356, respectively		1,088			1,380
Other Assets		7,592			9,906
TOTAL ASSETS	$	2,178,078		$	1,939,783

LIABILITIES AND SHAREHOLDERS’ EQUITY

Liabilities:
Fixed Rate Mortgage Notes Payable, net of Unamortized Debt
Issuance Costs	$	848,994		$	799,507
Loans Payable		165,000			75,000
Accounts Payable and Accrued Expenses		5,532			3,998
Other Liabilities		22,705			23,673
Total Liabilities		1,042,231			902,178

COMMITMENTS AND CONTINGENCIES

Shareholders’ Equity:
6.125% Series C Cumulative Redeemable Preferred Stock, $0.01 Par Value Per Share: 26,600 and 21,900 Shares Authorized as of June 30, 2021 and September 30, 2020, respectively; 21,986 and 18,880 Shares Issued and Outstanding as of June 30, 2021 and September 30, 2020, respectively		549,640			471,994
Common Stock, $0.01 Par Value Per Share: 300,000 and 200,000 Shares Authorized as of June 30, 2021 and September 30, 2020, respectively; 98,302 and 98,054 Shares Issued and Outstanding as of June 30, 2021 and September 30, 2020, respectively		983			981
Excess Stock, $0.01 Par Value Per Share: 200,000 Shares Authorized as of June 30, 2021 and September 30, 2020; No Shares Issued or Outstanding as of June 30, 2021 and September 30, 2020		-0-			-0-
Additional Paid-In Capital		587,730			568,998
Accumulated Other Comprehensive Loss		(2,506	)		(4,368	)
Undistributed Income		-0-			-0-
Total Shareholders’ Equity		1,135,847			1,037,605
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY	$	2,178,078		$	1,939,783

THIRD QUARTER FISCAL YEAR 2021 SUPPLEMENTAL information

Table of Contents

Consolidated Statements of Income (Loss)

(unaudited) (in thousands)

	For The						For The
	Three Months Ended						Nine Months Ended
	6/30/2021			6/30/2020			6/30/2021			6/30/2020
INCOME:
Rental Revenue	$	39,032		$	35,427		$	115,123		$	105,410
Reimbursement Revenue		6,962			6,348			20,818			19,772
Lease Termination Income		-0-			-0-			377			-0-
TOTAL INCOME		45,994			41,775			136,318			125,182

EXPENSES:
Real Estate Taxes		5,402			5,140			16,324			15,205
Operating Expenses		1,688			1,590			5,361			5,344
General & Administrative Expenses		2,246			2,198			6,363			6,858
Non-recurring Strategic Alternatives & Proxy Costs		8,657			-0-			10,896			-0-
Non-recurring Severance Expense		-0-			-0-			-0-			786
Depreciation		13,016			11,743			38,158			34,650
Amortization of Capitalized Lease Costs and Intangible Assets		1,031			788			2,718			2,308
TOTAL EXPENSES		32,040			21,459			79,820			65,151

OTHER INCOME (EXPENSE):
Dividend Income		1,486			2,344			4,681			8,987
Realized Gain On Sale of Real Estate Investment		6,376			-0-			6,376			-0-
Realized Gain On Sale of Securities Transactions		-0-			-0-			2,248			-0-
Unrealized Holding Gains (Losses) Arising During the Periods		16,471			19,610			55,377			(67,100	)
Interest Expense, including Amortization of Financing Costs		(9,685	)		(8,975	)		(28,231	)		(27,235	)
TOTAL OTHER INCOME (EXPENSE)		14,648			12,979			40,451			(85,348	)

NET INCOME (LOSS)		28,602			33,295			96,949			(25,317	)
Less: Net Income (Loss) Attributable to Non-Controlling Interest		2,894			(163	)		2,996			(86	)

NET INCOME (LOSS) ATTRIBUTABLE TO SHAREHOLDERS		25,708			33,458			93,953			(25,231	)
Less: Preferred Dividends		8,416			6,607			25,003			19,469

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	17,292		$	26,851		$	68,950		$	(44,700	)

THIRD QUARTER FISCAL YEAR 2021 SUPPLEMENTAL information

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FFO, AFFO and Adjusted EBITDA Reconciliations

(unaudited) (in thousands)

	For The						For The
	Three Months Ended						Nine Months Ended
	6/30/2021			6/30/2020			6/30/2021			6/30/2020
FFO, AFFO
Net Income (Loss) Attributable to Common Shareholders	$	17,292		$	26,851		$	68,950		$	(44,700	)
Less/Plus: Unrealized Holding (Gains) Losses Arising During the Periods		(16,471	)		(19,610	)		(55,377	)		67,100
Plus: Depreciation Expense (excluding Corporate Office Capitalized Costs)		12,960			11,672			37,959			34,436
Plus: Amortization of Intangible Assets		599			524			1,731			1,539
Plus: Amortization of Capitalized Lease Costs		374			284			971			830
Less: Realized Gain on Sale of Real Estate Investment (A)		(3,252	)		-0-			(3,252	)		-0-
FFO Attributable to Common Shareholders (B)		11,502			19,721			50,982			59,205
Plus: Depreciation of Corporate Office Capitalized Costs		57			57			172			176
Plus: Stock Compensation Expense		77			98			210			368
Plus: Amortization of Financing Costs		350			326			1,026			1,082
Plus: Non-recurring Strategic Alternatives & Proxy Costs		8,657			-0-			10,896			-0-
Plus: Non-recurring Severance Expense		-0-			-0-			-0-			786
Less: Realized Gain on Sale of Securities Transactions		-0-			-0-			(2,248	)		-0-
Less: Lease Termination Income		-0-			-0-			(377	)		-0-
Less: Recurring Capital Expenditures		(229	)		(508	)		(791	)		(1,443	)
Less: Effect of Non-cash U.S. GAAP Straight-line Rent Adjustment		(713	)		(231	)		(2,363	)		(1,469	)
AFFO Attributable to Common Shareholders	$	19,701		$	19,463		$	57,507		$	58,705

	For The						For The
	Three Months Ended						Nine Months Ended
	6/30/2021			6/30/2020			6/30/2021			6/30/2020
Adjusted EBITDA
Net Income (Loss) Attributable to Common Shareholders	$	17,292		$	26,851		$	68,950		$	(44,700	)
Plus: Preferred Dividends		8,416			6,607			25,003			19,469
Plus: Interest Expense, including Amortization of Financing Costs		9,685			8,975			28,231			27,235
Plus: Depreciation and Amortization		14,047			12,531			40,876			36,958
Plus: Net Amortization of Acquired Above and Below Market Lease Revenue		26			26			77			77
Plus: Non-recurring Strategic Alternatives & Proxy Costs		8,657			-0-			10,896			-0-
Less/Plus: Unrealized Holding (Gains) Losses Arising During the Periods		(16,471	)		(19,610	)		(55,377	)		67,100
Less: Realized Gain on Sale of Real Estate Investment (A)		(3,252	)		-0-			(3,252	)		-0-
Less: Gain on Sale of Securities Transactions		-0-			-0-			(2,248	)		-0-
Adjusted EBITDA	$	38,400		$	35,380		$	113,156		$	106,139

(A)

Represents our portion of the net realized gain from the sale of our property that we owned a 51% interest in.

(B)

FFO Attributable to Common Shareholders for the three and nine months ended June 30, 2021 includes Non-recurring Strategic Alternatives & Proxy Costs of $8.7 million and $10.9 million, respectively. FFO Attributable to Common Shareholders for the three and nine months ended June 30, 2021 excluding these Non-recurring Strategic Alternatives & Proxy Costs is $20.2 million and $61.9 million, respectively.

THIRD QUARTER FISCAL YEAR 2021 SUPPLEMENTAL information

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NOI Reconciliations

(unaudited) (in thousands)

	For The						For The
	Three Months Ended						Nine Months Ended
	6/30/2021			6/30/2020			6/30/2021			6/30/2020
Net Operating Income
Net Income (Loss) Attributable to Common Shareholders	$	17,292		$	26,851		$	68,950		$	(44,700	)
Plus: Net Income (Loss) Attributable to Non-Controlling Interest		2,894			(163	)		2,996			(86	)
Plus: Preferred Dividend Expense		8,416			6,607			25,003			19,469
Plus: General & Administrative Expenses		2,246			2,198			6,363			6,858
Plus: Non-recurring Strategic Alternative & Proxy Costs		8,657			-0-			10,896			-0-
Plus: Non-recurring Severance Expense		-0-			-0-			-0-			786
Plus: Depreciation		13,016			11,743			38,158			34,650
Plus: Amortization of Capitalized Lease Costs and Intangible Assets		1,031			788			2,718			2,308
Plus: Interest Expense, including Amortization of Financing Costs		9,685			8,975			28,231			27,235
Less/Plus: Unrealized Holding (Gains) Losses Arising During the Periods		(16,471	)		(19,610	)		(55,377	)		67,100
Less: Dividend Income		(1,486	)		(2,344	)		(4,681	)		(8,987	)
Less: Realized Gain on Sale of Securities Transactions		-0-			-0-			(2,248	)		-0-
Less: Realized Gain on Sale of Real Estate Investment		(6,376	)		-0-			(6,376	)		-0-
Less: Lease Termination Income		-0-			-0-			(377	)		-0-
Net Operating Income – NOI	$	38,904		$	35,045		$	114,256		$	104,633

	For The				For The
	Three Months Ended				Nine Months Ended
	6/30/2021		6/30/2020		6/30/2021		6/30/2020
Components of Net Operating Income Consists of:
Revenues:
Rental Revenue	$	39,032		35,427	$	115,123	$	105,410
Reimbursement Revenue		6,962		6,348		20,818		19,772
Total Rental and Reimbursement Revenue		45,994		41,775		135,941		125,182

Expenses:
Real Estate Taxes		5,402		5,140		16,324		15,205
Operating Expenses		1,688		1,590		5,361		5,344
Total Real Estate Taxes and Operating Expenses		7,090		6,730		21,685		20,549
Net Operating Income – NOI	$	38,904	$	35,045	$	114,256	$	104,633

THIRD QUARTER FISCAL YEAR 2021 SUPPLEMENTAL information

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Financial Highlights

(unaudited) (in thousands except for per share amounts)

	For The									For The
	Three Months Ended									Nine Months Ended
	6/30/2021			6/30/2020			Change (%)			6/30/2021			6/30/2020			Change (%)

Weighted Average Common Shares Outstanding
Basic		98,302			97,906			0.4	%		98,234			97,548			0.7	%
Diluted		98,539			97,962			0.6	%		98,415			97,626			0.8	%

Net Income (Loss) Attributable to Common Shareholders	$	17,292		$	26,851			(35.6	)%	$	68,950		$	(44,700	)		254.3	%

Basic	$	0.17		$	0.27			(37.0	)%	$	0.71		$	(0.46	)		254.3	%
Diluted		0.17			0.27			(37.0	)%		0.71			(0.46	)		254.3	%

Net Operating Income – NOI	$	38,904		$	35,045			11.0	%	$	114,256		$	104,633			9.2	%

Basic	$	0.40		$	0.36			11.1	%	$	1.16		$	1.07			8.4	%
Diluted		0.39			0.36			8.3	%		1.16			1.07			8.4	%

Funds From Operations – FFO	$	11,502		$	19,721			(41.7	)%	$	50,982		$	59,205			(13.9	)%

Basic	$	0.12		$	0.20			(40.0	)%	$	0.52		$	0.61			(14.8	)%
Diluted		0.12			0.20			(40.0	)%		0.52			0.61			(14.8	)%

FFO Excluding Non-recurring Strategic Alternatives & Proxy Costs	$	20,159		$	19,721			2.2	%	$	61,878		$	59,205			4.5	%

Basic	$	0.21		$	0.20			0.5	%	$	0.63		$	0.61			3.2	%
Diluted		0.20			0.20			0.0	%		0.63			0.61			3.2	%

Adjusted Funds From Operations – AFFO	$	19,701		$	19,463			1.2	%	$	57,507		$	58,705			(2.0	)%

Basic	$	0.20		$	0.20			0.0	%	$	0.59		$	0.60			(1.7	)%
Diluted		0.20			0.20			0.0	%		0.58			0.60			(3.3	)%

Dividends Declared per Common Share	$	0.18		$	0.17					$	0.53		$	0.51

Dividend/FFO Excluding Non-recurring Strategic Alternatives & Proxy Costs		90.0	%		85.0	%					84.1	%		83.6	%

Dividend/AFFO Payout Ratio		90.0	%		85.0	%					91.4	%		85.0	%

THIRD QUARTER FISCAL YEAR 2021 SUPPLEMENTAL information

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Same Property Statistics

(unaudited) (in thousands except for square feet)

	For The Three Months Ended
	6/30/2021				6/30/2020			Change		Change %

Total Square Feet / Total Properties		24,521,727 / 120				23,375,642 / 118			1,146,085		4.9	%

Occupancy Percentage at End of Period		99.7	%			99.4	%		30 bps		0.3	%

Same Property Square Feet / Number of Same Properties				22,498,383 / 113

Same Property Occupancy Percentage at End of Period		99.6	%			99.4	%		20 bps		0.2	%

Same Property Net Operating Income (NOI) (GAAP)	$	34,550			$	34,207		$	343		1.0	%

Reversal of Effect of Non-cash U.S. GAAP Straight-line Rent Adjustment		(556	)			(586	)		30
Same Property Cash NOI	$	33,994			$	33,621		$	373		1.1	%

Same Property Statistics include all properties owned during the entire periods presented with the exclusion of properties expanded during the periods presented.

Reconciliation of Same Property NOI to Total NOI

(unaudited) (in thousands)

	For The Three Months Ended
	6/30/2021			6/30/2020			Change		Change %

Same Property NOI (GAAP)	$	34,550		$	34,207		$	343		1.0	%

NOI of properties purchased subsequent to March 31, 2020 (two properties purchased during fiscal 2021 and three properties purchased during fiscal 2020)		3,680			426

NOI of property expanded subsequent to March 31, 2020 (two properties expanded during fiscal 2021)		804			688

NOI of property sold subsequent to March 31, 2020 (one property sold during fiscal 2021)		(130	)		(276	)

Total NOI	$	38,904		$	35,045		$	3,859		11.0	%

THIRD QUARTER FISCAL YEAR 2021 SUPPLEMENTAL information

Table of Contents

Same Property Statistics

(unaudited) (in thousands except for square feet)

	For The Nine Months Ended
	6/30/2021				6/30/2020			Change		Change %

Total Square Feet / Total Properties		24,521,727 / 120				23,375,642 / 118			1,146,085		4.9	%

Occupancy Percentage at End of Period		99.7	%			99.4	%		30 bps		0.3	%

Same Property Square Feet / Number of Same Properties				21,729,641 / 111

Same Property Occupancy Percentage at End of Period		99.6	%			99.4	%		20 bps		0.2	%

Same Property Net Operating Income (NOI) (GAAP)	$	98,280			$	98,179		$	101		0.1	%

Reversal of Effect of Non-cash U.S. GAAP Straight-line Rent Adjustment		(1,195	)			(1,499	)		304
Same Property Cash NOI	$	97,085			$	96,680		$	405		0.4	%

Same Property Statistics include all properties owned during the entire periods presented with the exclusion of properties expanded during the periods presented.

Reconciliation of Same Property NOI to Total NOI

(unaudited) (in thousands)

	For The Nine Months Ended
	6/30/2021		6/30/2020			Change		Change %

Same Property NOI (GAAP)	$	98,280	$	98,179		$	101		0.1	%

NOI of properties purchased subsequent to September 30, 2019 (two properties purchased during fiscal 2021 and five properties purchased during fiscal 2020)		13,551		4,393

NOI of properties expanded subsequent to September 30, 2019 (two properties expanded during fiscal 2021)		2,238		2,066

NOI of property sold subsequent to September 30, 2019 (one property sold during fiscal 2021)		187		(5	)

Total NOI	$	114,256	$	104,633		$	9,623		9.2	%

THIRD QUARTER FISCAL YEAR 2021 SUPPLEMENTAL information

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Consolidated Statements of Cash Flows

(unaudited)(in thousands)

	For The
	Nine Months Ended
	6/30/2021			6/30/2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	96,949		$	(25,317	)
Noncash Items Included in Net Income (Loss):
Depreciation & Amortization		41,919			38,043
Deferred Straight Line Rent		(2,378	)		(1,459	)
Stock Compensation Expense		210			368
Securities Available for Sale Received as Dividend Income		(752	)		(977	)
Realized Gain on Sale of Real Estate Investment		(6,376	)		-0-
Realized Gain on Sale of Securities Transactions		(2,248	)		-0-
Unrealized Holding (Gains) Losses Arising During the Periods		(55,377	)		67,100
Changes in:
Tenant & Other Receivables		2,307			(1,153	)
Prepaid Expenses		(1,637	)		(2,242	)
Other Assets & Capitalized Lease Costs		803			(1,999	)
Accounts Payable, Accrued Expenses & Other Liabilities		3,348			2,600
NET CASH PROVIDED BY OPERATING ACTIVITIES		76,768			74,964

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Real Estate & Intangible Assets		(171,082	)		(160,023	)
Capital Improvements		(5,384	)		(4,726	)
Net Proceeds from Sale of Real Estate Investments		12,303			-0-
Return of Deposits on Real Estate		5,060			2,000
Deposits Paid on Acquisitions of Real Estate		(4,970	)		(550	)
Proceeds from the Sale of Securities Available for Sale		16,327			-0-
Proceeds from Securities Available for Sale Called for Redemption		2,500			250
NET CASH USED IN INVESTING ACTIVITIES		(145,246	)		(163,049	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net Draws (Repayments) on Loans Payable		90,000			(15,000	)
Proceeds from Fixed Rate Mortgage Notes Payable		104,000			100,560
Principal Payments on Fixed Rate Mortgage Notes Payable		(54,696	)		(41,166	)
Financing Costs Paid on Debt		(569	)		(2,397	)
Proceeds from the Exercise of Stock Options		1,966			1,016
Net Distributions to Non-controlling Interest		(5,491	)		(32	)
Proceeds from At-The-Market 6.125% Series C Preferred Stock, net of offering costs		75,958			84,815
Proceeds from Issuance of Common Stock in the DRIP, net of Dividend Reinvestments		320			18,641
Shares repurchased through the Common Stock Repurchase Plan		-0-			(4,276	)
Preferred Dividends Paid		(24,607	)		(19,029	)
Common Dividends Paid, net of Reinvestments		(51,024	)		(43,122	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		135,857			80,010

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		67,379			(8,075	)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		23,517			20,179
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	90,896		$	12,104

THIRD QUARTER FISCAL YEAR 2021 SUPPLEMENTAL information

Table of Contents

Capital Structure and Leverage Ratios

(unaudited) (in thousands except for per share amounts)

	As of			As of			As of
	6/30/2021			6/30/2020			9/30/2020

Fixed Rate Mortgage Notes Payable, net of Unamortized Debt Issuance Costs	$	848,994		$	804,342		$	799,507
Loans Payable		165,000			80,000			75,000
Total Debt		1,013,994			884,342			874,507

6.125% Series C Cumulative Redeemable Preferred Stock		549,640			433,850			471,994
Common Stock, Additional Paid-In-Capital & Other		586,207			589,935			565,611
Total Shareholders’ Equity		1,135,847			1,023,785			1,037,605

Total Book Capitalization		2,149,841			1,908,127			1,912,112

Accumulated Depreciation		332,725			284,058			296,020
Total Undepreciated Book Capitalization	$	2,482,566		$	2,192,185		$	2,208,132

Shares Outstanding		98,302			97,972			98,054
Market Price Per Share	$	18.72		$	14.49		$	13.85

Equity Market Capitalization	$	1,840,217		$	1,419,609		$	1,358,049
Total Debt		1,013,994			884,342			874,507
Total Preferred Stock		549,640			433,850			471,994
Total Market Capitalization	$	3,403,851		$	2,737,801		$	2,704,550

Total Debt	$	1,013,994		$	884,342		$	874,507
less: Cash and Cash Equivalents		90,896			12,104			23,517
Net Debt	$	923,098		$	872,238		$	850,990
less: Securities Available for Sale at Fair Value (Securities)		148,382			118,877			108,832
Net Debt Less Securities	$	774,716		$	753,361		$	742,158

Net Debt / Total Undepreciated Book Capitalization		37.2	%		39.8	%		38.5	%
Net Debt / Total Market Capitalization		27.1	%		31.9	%		31.5	%
Net Debt Plus Preferred Stock / Total Market Capitalization		43.3	%		47.7	%		48.9	%
Net Debt Less Securities / Total Undepreciated Book Capitalization		31.2	%		34.4	%		33.6	%
Net Debt Less Securities / Total Market Capitalization		22.8	%		27.5	%		27.4	%
Net Debt Less Securities Plus Preferred Stock / Total Market Capitalization		38.9	%		43.4	%		44.9	%

Weighted Average Interest Rate on Fixed Rate Mortgage Debt		3.86	%		4.00	%		3.98	%
Weighted Average Term on Fixed Rate Mortgage Debt		11.1 yrs.			11.2 yrs.			11.1 yrs.
Weighted Average Lease Term		7.2 yrs.			7.2 yrs.			7.1 yrs.

THIRD QUARTER FISCAL YEAR 2021 SUPPLEMENTAL information

Table of Contents

Capital Structure and Leverage Ratios

(unaudited) (in thousands)

	For the Three Months Ended						For the Nine Months Ended						Fiscal Year Ended
	6/30/2021			6/30/2020			6/30/2021			6/30/2020			9/30/2020
Net Income (Loss) Attributable to Common Shareholders	$	17,292		$	26,851		$	68,950		$	(44,700	)	$	(48,617	)
Plus: Preferred Dividends		8,416			6,607			25,003			19,469			26,474
Plus: Interest Expense, including Amortization of Financing Costs		9,685			8,975			28,231			27,235			36,376
Plus: Depreciation and Amortization		14,047			12,531			40,876			36,958			49,850
Plus: Net Amortization of Acquired Above and Below Market Lease Revenue		26			26			77			77			103
Plus: Non-recurring Strategic Alternative & Proxy Costs		8,657			-0-			10,896			-0-			-0-
Less/Plus: Unrealized Holding (Gains) Losses Arising During the Periods		(16,471	)		(19,610	)		(55,377	)		67,100			77,380
Less: Realized Gain on Sale of Real Estate Investment (A)		(3,252	)		-0-			(3,252	)		-0-			-0-
Less: Realized Gain on Sale of Securities Transactions		-0-			-0-			(2,248	)		-0-			-0-
Adjusted EBITDA	$	38,400		$	35,380		$	113,156		$	106,139		$	141,566

Interest Expense, including Amortization of Financing Costs	$	9,685		$	8,975		$	28,231		$	27,235		$	36,376
Preferred Dividends		8,416			6,607			25,003			19,469			26,474
Total Fixed Charges	$	18,101		$	15,582		$	53,234		$	46,704		$	62,850

Interest Coverage		4.0 x			3.9 x			4.0 x			3.9 x			3.9 x
Fixed Charge Coverage		2.1 x			2.3 x			2.1 x			2.3 x			2.3 x

Net Debt	$	923,098		$	872,238		$	923,098		$	872,238		$	850,990
Net Debt Less Securities		774,716			753,361			774,716			753,361			742,158
Total Preferred Stock		549,640			433,850			549,640			433,850			471,994
Annualized Adjusted EBITDA		153,600			141,520			150,875			141,519			141,566

Net Debt / Adjusted EBITDA		6.0 x			6.2 x			6.1 x			6.2 x			6.0 x
Net Debt Less Securities / Adjusted EBITDA		5.0 x			5.3 x			5.1 x			5.3 x			5.2 x
Net Debt + Preferred Stock / Adjusted EBITDA		9.6 x			9.2 x			9.8 x			9.2 x			9.3 x
Net Debt Less Securities + Preferred Stock / Adjusted EBITDA		8.6 x			8.4 x			8.8 x			8.4 x			8.6 x

(A)

Represents our portion of the net realized gain from the sale of our property that we owned a 51% interest in.

THIRD QUARTER FISCAL YEAR 2021 SUPPLEMENTAL information

Table of Contents

Debt Maturity

(unaudited) (In thousands)

				Loans						% of
Fiscal Year Ended	Mortgages			Payable			Total			Total

2021	$	16,530			-0-			16,530			1.6	%
2022		82,060			-0-			82,060			8.0	%
2023		67,234			-0-			67,234			6.6	%
2024		80,674			90,000	(B)		170,674			16.7	%
2025		75,069			75,000	(C)		150,069			14.7	%
Thereafter		535,108			-0-			535,108			52.4	%
Total as of 6/30/2021	$	856,675	(A)	$	165,000		$	1,021,675			100.0	%

Weighted Average Interest Rate		3.86	%		2.16	%		3.59	%
Weighted Average Term		11.1 yrs.			3.0 yrs.			10.3 yrs.

	(A)	Mortgages does not include unamortized debt issuance costs of $7.7 million.
	(B)	Represents a Line of Credit maturing January 2024.
	(C)	Represents a Term Loan maturing January 2025.

THIRD QUARTER FISCAL YEAR 2021 SUPPLEMENTAL information

Table of Contents

Property Table by Tenant

(unaudited)

		Property		Square		Occupied Square		% of Occupied			Annual		% of Total			Rent Per		Undepreciated			Mortgage
Tenant		Count		Footage		Footage		sf			Rent		Ann. Rent			sf Occup.		Cost			Balance

FedEx Ground Package System, Inc.			47		10,072,613		10,072,613		41.0	%	$	80,425,000		50.6	%	$	7.98	$	1,147,240,676			$	472,570,290
FedEx Corporation			16		1,164,813		1,164,813		4.8	%		7,543,000		4.7	%		6.48		109,308,345				19,559,469
Total FedEx			63		11,237,426		11,237,426		45.8	%		87,968,000		55.3	%		7.83		1,256,549,021				492,129,759

Subsidiaries of Amazon.com, Inc.			5		1,491,245		1,491,245		6.1	%		10,742,000		6.8	%		7.20		166,563,789				91,341,377
Milwaukee Electric Tool Corporation			1		861,889		861,889		3.5	%		3,098,000		2.0	%		3.59		36,914,917				16,588,500
Shaw Industries, Inc.			1		831,764		831,764		3.4	%		3,563,000		2.2	%		4.28		56,025,945				26,792,654
Home Depot U.S.A., Inc.			2		828,748		828,748		3.4	%		6,537,000		4.1	%		7.89		104,539,007				55,945,982
ULTA, Inc.			1		671,354		671,354		2.7	%		2,782,000		1.8	%		4.14		37,773,835				16,233,638
Jim Beam Brands Company (Beam Suntory)			1		599,840		599,840		2.4	%		2,112,000		1.3	%		3.52		28,000,000				13,769,810
International Paper Company			2		578,491		578,491		2.4	%		2,663,000		1.7	%		4.60		37,024,608				16,770,698
TreeHouse Private Brands, Inc.			1		558,509		558,509		2.3	%		2,267,000		1.4	%		4.06		26,807,852				13,196,520
B. Braun Medical Inc.			1		399,440		399,440		1.6	%		2,330,000		1.5	%		5.83		30,871,732				16,436,710
UGN, Inc.			1		387,000		387,000		1.6	%		2,107,000		1.3	%		5.44		21,576,756				11,734,063
CBOCS Distribution, Inc. (Cracker Barrel)			1		381,240		381,240		1.6	%		1,490,000		0.9	%		3.91		14,215,126				-0-
Best Buy Warehousing Logistics, Inc.			1		368,060		368,060		1.5	%		1,725,000		1.1	%		4.69		19,600,000				7,508,796
Toyota Tsusho America, Inc.			1		350,418		350,418		1.4	%		1,722,000		1.1	%		4.91		25,078,587				15,454,363
Coca-Cola			2		328,045		328,045		1.3	%		1,701,000		1.1	%		5.19		20,504,069				1,333,843
Autoneum North America, Inc.			1		315,560		315,560		1.3	%		1,746,000		1.1	%		5.53		21,040,396				12,221,167
Science Applications International Corporation			1		302,400		302,400		1.2	%		1,708,000		1.1	%		5.65		14,463,148				-0-
Bunzl USA Holdings, Inc.			2		268,778		268,778		1.1	%		1,457,000		0.9	%		5.42		18,731,674				4,356,890
Woodstream Corporation	(A)		1		256,000		256,000		1.0	%		987,000		0.6	%		3.86		9,029,539				-0-
Anda Pharmaceuticals, Inc.			1		234,660		234,660		1.0	%		1,220,000		0.8	%		5.20		14,550,000				5,736,033
Mickey Thompson Performance Tires and Wheels (Goodyear Tire & Rubber Co.)			1		219,765		219,765		0.9	%		1,537,000		1.0	%		6.99		18,934,065				10,284,946
Rinnai America Corporation			1		218,120		218,120		0.9	%		913,000		0.6	%		4.19		15,082,217				-0-
Anheuser-Busch, Inc.			1		184,800		184,800		0.8	%		854,000		0.5	%		4.62		12,757,540				-0-
Carrier Enterprise, LLC (Carrier Global Corporation)			1		184,317		184,317		0.8	%		1,160,000		0.7	%		6.29		18,494,917				4,025,447
Carlstar Group, LLC			1		179,280		179,280		0.7	%		771,000		0.5	%		4.30		7,282,986				-0-
NF&M International, Inc.	(B)		1		174,802		174,802		0.7	%		795,000		0.5	%		4.55		5,445,065				-0-
Magna Seating of America, Inc.			1		152,995		152,995		0.6	%		1,201,000		0.8	%		7.85		17,557,830				8,511,498
Victory Packaging, L.P.			1		148,000		148,000		0.6	%		504,000		0.3	%		3.41		5,458,279				-0-
Challenger Lifts, Inc. (Snap-On Inc.)			1		137,500		137,500		0.6	%		858,000		0.5	%		6.24		11,304,000				5,377,343
Altec Industries, Inc.	(A)		1		126,880		126,880		0.5	%		378,000		0.2	%		2.98		4,475,266				-0-
General Electric Company			1		125,860		125,860		0.5	%		1,329,000		0.8	%		10.56		19,972,983				8,949,697
Keurig Dr Pepper			2		110,080		110,080		0.4	%		757,000		0.5	%		6.88		10,498,031				1,303,703
Style Crest, Inc.			1		106,507		106,507		0.4	%		433,000		0.3	%		4.07		7,421,032				-0-
Sonwil Distribution Center, Inc.			1		104,981		104,981		0.4	%		630,000		0.4	%		6.00		10,960,823				-0-
Pittsburgh Glass Works, LLC, a Division of VITRO			1		102,135		102,135		0.4	%		508,000		0.3	%		4.97		4,249,615				-0-
Dakota Bodies, LLC			1		96,687		96,687		0.4	%		416,000		0.3	%		4.30		7,797,827				-0-
National Oilwell Varco, Inc.			1		91,295		91,295		0.4	%		801,000		0.5	%		8.77		8,190,901				671,412
Joseph T. Ryerson and Son, Inc.			1		89,123		89,123		0.4	%		519,000		0.3	%		5.82		7,184,598				-0-
CHEP USA, Inc.			1		83,000		83,000		0.3	%		509,000		0.3	%		6.13		7,463,672				-0-
Sherwin-Williams Company			2		78,887		78,887		0.3	%		648,000		0.4	%		8.21		7,427,594				-0-
United Parcel Service, Inc.			1		75,000		75,000		0.3	%		595,000		0.4	%		7.93		6,741,021				-0-
Tampa Bay Grand Prix			1		68,385		68,385		0.3	%		369,000		0.2	%		5.40		5,677,982				-0-
Various Tenants at Retail Shopping Center			1		64,220		61,190		0.3	%		616,000		0.4	%		10.07		3,139,564				-0-
Locke Supply Co.			1		60,000		60,000		0.2	%		340,000		0.2	%		5.67		5,097,101				-0-
Hartford Healthcare Corporation			1		54,812		54,812		0.2	%		307,000		0.2	%		5.60		3,525,917				-0-
Siemens Real Estate			1		51,130		51,130		0.2	%		464,000		0.3	%		9.07		4,554,684				-0-
Collins Aerospace (Raytheon Technologies Corporation)			1		38,833		38,833		0.2	%		368,000		0.2	%		9.48		5,100,000				-0-
Foundation Building Materials, LLC			1		36,270		36,270		0.2	%		179,000		0.2	%		4.94		2,543,770				-0-
Graybar Electric Company			1		26,340		26,340		0.2	%		122,000		0.1	%		4.63		2,901,362				-0-
Vacant	(B)		1		80,856		-0-		0.0	%		-0-		0.0	%		-0-		2,518,657				-0-
Total as of 6/30/21			120		24,521,727		24,437,841		99.7	%	$	158,806,000		100.0	%	$	6.50	$	2,209,619,300	(C)		$	856,674,849

Acquisitions Subsequent to 6/30/21
FedEx Ground Package System, Inc.			1		143,794		143,794		0.6	%		3,233,000		1.9	%		22.48
Pro Forma Total with Acquisitions Subsequent to 6/30/21			121		24,665,521		24,581,635		99.7	%	$	162,039,000		100.0	%	$	6.59

	(A)	Woodstream Corporation and Altec Industries, Inc. are located at one property and, therefore, are counted as one property in the Property Count Total.
	(B)	NF&M International is located in a 255,658 square foot industrial park in Monaca (Pittsburgh), PA, of which 80,856 square feet are vacant. This industrial park is counted as one property in the Property Count Total.
		Other than two properties indicated in footnotes (A) and (B) and one retail property, all properties are single-tenant.
	(C)	Does not include unamortized debt issuance costs of $7,681,337.

THIRD QUARTER FISCAL YEAR 2021 SUPPLEMENTAL information

Table of Contents

Property Table by State

(unaudited)

	Property		Square		Occupied Square		% of Total			Annual		% of Total			Rent Per		Undepreciated			Mortgage
State	Count		Footage		Footage		sf			Rent		Ann. Rent			sf Occup.		Cost			Balance
Ohio		11		2,358,769		2,358,769		9.6	%	$	15,863,000		10.0	%	$	6.73	$	209,060,892		$	93,753,230
Georgia		7		2,297,214		2,297,214		9.4	%		16,134,000		10.2	%		7.02		259,469,156			132,329,894
Florida		13		2,223,042		2,223,042		9.1	%		16,002,000		10.1	%		7.20		228,907,551			79,618,189
Indiana		4		1,965,341		1,965,341		8.0	%		11,212,000		7.1	%		5.70		167,720,415			88,647,033
Texas		10		1,790,337		1,790,337		7.3	%		13,844,000		8.7	%		7.73		183,394,825			61,359,821
Kentucky		3		1,295,849		1,295,849		5.3	%		5,237,000		3.3	%		4.04		66,111,852			32,343,673
South Carolina		6		1,273,676		1,273,676		5.2	%		9,882,000		6.2	%		7.76		129,988,641			49,445,388
North Carolina		5		1,225,987		1,225,987		5.0	%		8,713,000		5.5	%		7.11		132,687,021			64,164,667
Mississippi		4		1,158,889		1,158,889		4.7	%		4,560,000		2.9	%		3.93		56,266,970			22,324,533
Illinois		9		958,102		958,102		3.9	%		6,254,000		3.9	%		6.53		83,672,112			6,827,092
Tennessee		3		891,777		891,777		3.6	%		3,203,000		2.0	%		3.59		35,677,250			2,603,021
Michigan		4		833,717		833,717		3.4	%		5,629,000		3.5	%		6.75		73,561,442			20,775,968
Kansas		4		813,062		813,062		3.3	%		4,998,000		3.1	%		6.15		63,645,556			23,557,610
Missouri		4		740,119		740,119		3.0	%		3,003,000		1.9	%		4.06		35,555,482			-0-
Oklahoma		5		735,721		735,721		3.0	%		4,943,000		3.1	%		6.72		69,942,758			33,698,320
New York		3		518,565		518,565		2.1	%		3,554,000		2.2	%		6.85		52,841,861			17,756,206
Pennsylvania		3		504,040		423,184		2.1	%		2,775,000		1.7	%		6.56		36,959,671			11,047,899
Alabama		2		451,832		451,832		1.8	%		2,670,000		1.7	%		5.91		39,714,135			15,893,528
New Jersey		2		411,365		408,335		1.7	%		5,944,000		3.7	%		14.56		87,127,186			47,779,049
Virginia		5		407,443		407,443		1.7	%		2,474,000		1.6	%		6.07		35,059,207			3,000,099
Colorado		2		295,227		295,227		1.2	%		2,441,000		1.5	%		8.27		35,694,134			13,748,383
Arizona		1		288,045		288,045		1.2	%		1,409,000		0.9	%		4.89		16,824,226			1,333,843
Wisconsin		2		238,666		238,666		1.0	%		1,295,000		0.8	%		5.43		16,377,221			1,702,945
Washington		1		210,445		210,445		0.9	%		1,962,000		1.2	%		9.32		30,369,301			14,569,993
Louisiana		1		175,315		175,315		0.7	%		1,274,000		0.8	%		7.27		18,425,875			9,111,843
Maryland		1		148,881		148,881		0.6	%		1,455,000		0.9	%		9.77		14,632,389			-0-
Nebraska		1		89,115		89,115		0.4	%		446,000		0.3	%		5.00		5,963,626			-0-
Utah		1		69,734		69,734		0.3	%		772,000		0.5	%		11.07		12,666,994			7,917,933
Minnesota		1		60,370		60,370		0.2	%		372,000		0.4	%		6.16		5,231,864			1,364,689
Connecticut		1		54,812		54,812		0.2	%		307,000		0.2	%		5.60		3,525,917			-0-
Iowa		1		36,270		36,270		0.1	%		179,000		0.1	%		4.94		2,543,770			-0-
Total as of 6/30/21		120		24,521,727		24,437,841		100.0	%	$	158,806,000		100.0	%	$	6.50	$	2,209,619,300	(A)		$856,674,849

Acquisitions Subsequent to 6/30/21
Vermont		1		143,794		143,794		0.6	%		3,233,000		1.9	%		22.48
Pro Forma Total with Acquisitions Subsequent to 6/30/21		121		24,665,521		24,581,635		100.0	%	$	162,039,000		100.0	%	$	6.59

(A)

Does not include unamortized debt issuance costs of $7,681,337.

THIRD QUARTER FISCAL YEAR 2021 SUPPLEMENTAL information

Table of Contents

Lease Expirations

(unaudited)

		Property		Square		% of Total			Annual		% of Total			Rent Per sf		Lease Exp. Term in		Undepreciated			Mortgage
Fiscal Year		Count		Footage		Sf			Rent		Ann. Rent			Occup.		Years		Cost			Balance

2022			5		1,065,169		4.3	%	$	5,623,000		3.5	%	$	5.28		0.7	$	71,756,260		$	17,691,620
2023(A)			16		2,117,731		8.6	%		12,076,000		7.6	%		5.70		1.9		149,258,939			15,178,067
2024			13		1,887,039		7.7	%		11,797,000		7.4	%		6.25		2.9		137,674,811			20,296,714
2025(A)			11		2,607,541		10.6	%		12,980,000		8.2	%		4.98		3.9		170,882,575			58,907,497
2026(A)			14		1,738,731		7.1	%		10,850,000		6.8	%		6.24		5.0		137,382,883			19,125,726
2027			13		2,390,188		9.7	%		13,297,000		8.4	%		5.56		6.1		187,747,728			59,254,441
2028			10		2,172,458		8.9	%		11,857,000		7.5	%		5.46		6.8		153,000,879			40,945,705
2029			9		1,831,303		7.5	%		10,610,000		6.7	%		5.79		7.8		147,994,178			56,771,370
2030			5		1,102,002		4.5	%		8,490,000		5.3	%		7.70		8.8		129,463,623			62,140,891
2031			6		1,218,941		5.0	%		9,738,000		6.1	%		7.99		9.4		137,855,742			62,886,564
2032			8		2,131,983		8.7	%		18,862,000		11.9	%		8.85		10.8		291,154,266			154,426,474
2033			3		1,038,508		4.2	%		8,844,000		5.6	%		8.52		11.8		137,685,523			76,288,699
2034			3		1,561,256		6.4	%		9,365,000		5.9	%		6.00		12.8		127,748,518			74,253,759
2035			3		856,283		3.5	%		8,343,000		5.3	%		9.74		14.1		131,119,464			82,561,340
2041			1		657,518		2.7	%		5,458,000		3.4	%		8.30		19.4		93,235,690			55,945,982
Various tenants at retail shopping center			1		64,220		0.3	%		616,000		0.4	%		10.07		-0-		3,139,564			-0-
Vacant	(A)		1		80,856		0.3	%		-0-		0.0	%		-0-		-0-		2,518,657			-0-
Total as of 6/30/21			120		24,521,727		100.0	%	$	158,806,000		100.0	%	$	6.50		7.2	$	2,209,619,300	(B)		$856,674,849

Acquisitions Subsequent to 6/30/21
2036			1		143,794		0.6	%		3,233,000		1.9	%		22.48		14.9
Pro Forma Total with Acquisitions Subsequent to 6/30/21			121		24,665,521		100.0	%	$	162,039,000		100.0	%	$	6.59		7.2

	(A)	Included in 2023 is Altec Industries and included in 2026 is Woodstream Corporation, which both occupy one property. Included in 2025 is NF&M International, which occupies 174,802 square feet of a 255,658 square foot Industrial Park. The remaining 80,856 square feet are included in Vacant. Each of these properties are counted as one property in the Property Count Total. Other than these properties and one retail property, all properties are single-tenant.
	(B)	Does not include unamortized debt issuance costs of $7,681,337.

THIRD QUARTER FISCAL YEAR 2021 SUPPLEMENTAL information

Table of Contents

Recent Acquisitions During Fiscal 2021

(unaudited)

				Date of	Square		Annual		Rent Per		Lease	Purchase		Initial Mortgage
No	Tenant	City (MSA)	State	Acquisition	Footage		Rent		sf Occup.		Expiration	Price		Balance
1	FedEx Ground Package System, Inc.	Plain City (Columbus)	OH	12/17/2020		500,268	$	4,569,000	$	9.13	9/30/2035	$	73,304,000	$	47,000,000
2	Home Depot U.S.A., Inc.	Locust Grove (Atlanta)	GA	12/24/2020		657,518		5,458,000		8.30	11/30/2040		95,935,000		57,000,000
	As of 6/30/21					1,157,786	$	10,027,000	$	8.66		$	169,239,000	$	104,000,000

	Acquisitions Subsequent to 6/30/21
3	FedEx Ground Package System, Inc.	Burlington	VT	07/29/2021		143,794	$	3,233,000		22.48	8/31/2034	$	54,789,000		-0-
	Pro Forma Total with Acquisitions Subsequent to 6/30/21					1,301,580	$	13,260,000	$	10.19		$	224,028,000	$	104,000,000

THIRD QUARTER FISCAL YEAR 2021 SUPPLEMENTAL information

Table of Contents

Property Table

(unaudited)

													Rent		Lease Exp.
				Fiscal Year					Square		Annual		Per sf		Term in		Undepreciated		Mortgage
No	Tenant	City (MSA)	State	Acquisition		Occup.			Footage		Rent		Occup.		Years		Cost		Balance
1	Milwaukee Electric Tool Corporation	Olive Branch (Memphis, TN)	MS		2013		100.0	%		861,889	$	3,098,000	$	3.59		7.1	$	36,914,917	$	16,588,500
.2	Shaw Industries, Inc.	Savannah	GA		2018		100.0	%		831,764		3,563,000		4.28		6.3		56,025,945		26,792,654
3	ULTA, Inc.	Greenwood (Indianapolis)	IN		2015		100.0	%		671,354		2,782,000		4.14		4.1		37,773,835		16,233,638
4	Home Depot U.S.A., Inc.	Locust Grove (Atlanta)	GA		2021		100.0	%		657,518		5,458,000		8.30		19.4		93,235,690		55,945,982
5	Amazon.com.indc, LLC	Greenwood (Indianapolis)	IN		2020		100.0	%		615,747		4,991,000		8.11		13.2		79,363,910		49,323,176
6	Jim Beam Brands Company (Beam Suntory)	Frankfort (Lexington)	KY		2015		100.0	%		599,840		2,112,000		3.52		3.6		28,000,000		13,769,810
7	TreeHouse Private Brands, Inc.	Buckner (Louisville)	KY		2014		100.0	%		558,509		2,267,000		4.06		12.3		26,807,852		13,196,520
8	FedEx Ground Package System, Inc.	Plain City (Columbus)	OH		2021		100.0	%		500,268		4,569,000		9.13		14.3		71,741,593		45,955,361
9	FedEx Forward Depots, Inc.	Memphis	TN		2010		100.0	%		449,900		1,394,000		3.10		7.9		16,092,852		2,603,021
10	B. Braun Medical Inc.	Daytona Beach	FL		2018		100.0	%		399,440		2,330,000		5.83		11.7		30,871,732		16,436,710
11	UGN, Inc.	Monroe (Cincinnati)	OH		2015		100.0	%		387,000		2,107,000		5.44		12.7		21,576,756		11,734,063
12	Woodstream Corporation	St. Joseph	MO		2001		100.0	%		256,000		987,000		3.86		5.3		9,029,539		-0-
	Altec Industries, Inc.	St. Joseph	MO		2001		100.0	%		126,880		378,000		2.98		1.7		4,475,266		-0-
13	CBOCS Distribution, Inc. (Cracker Barrel)	Lebanon (Nashville)	TN		2011		100.0	%		381,240		1,490,000		3.91		3.0		14,215,126		-0-
14	FedEx Ground Package System, Inc.	Braselton (Atlanta)	GA		2018		100.0	%		373,750		3,801,000		10.17		11.7		60,237,411		34,269,304
15	Best Buy Warehousing Logistics, Inc.	Streetsboro (Cleveland)	OH		2012		100.0	%		368,060		1,725,000		4.69		0.6		19,600,000		7,508,796
16	Amazon.com Services, Inc. (Amazon.com, Inc.)	Mobile	AL		2018		100.0	%		362,942		2,065,000		5.69		7.4		33,052,316		15,893,528
17	FedEx Ground Package System, Inc.	Concord (Charlotte)	NC		2017		100.0	%		354,482		2,537,000		7.16		10.9		40,043,145		20,962,281
18	FedEx Ground Package System, Inc.	Mesquite (Dallas)	TX		2017		100.0	%		351,874		3,209,000		9.12		10.8		49,880,493		25,939,833
19	Toyota Tsusho America, Inc.	Lafayette	IN		2019		100.0	%		350,418		1,722,000		4.91		8.0		25,078,587		15,454,363
20	FedEx Ground Package System, Inc.	Trenton	NJ		2019		100.0	%		347,145		5,328,000		15.35		11.0		83,987,622		47,779,049
21	FedEx Ground Package System, Inc.	Walker (Grand Rapids)	MI		2017		100.0	%		343,483		2,106,000		6.13		10.6		31,654,987		16,329,177
22	FedEx Ground Package System, Inc.	Hamburg (Buffalo)	NY		2017		100.0	%		338,584		2,329,000		6.88		9.8		35,140,017		17,756,206
23	FedEx Ground Package System, Inc.	Concord (Charlotte)	NC		2016		100.0	%		330,717		2,237,000		6.76		4.1		33,053,688		14,514,340
24	FedEx Ground Package System, Inc.	Indianapolis	IN		2014		100.0	%		327,822		1,717,000		5.24		6.3		25,504,083		7,635,856
25	Autoneum North America, Inc.	Aiken (Augusta, GA)	SC		2017		100.0	%		315,560		1,746,000		5.53		10.8		21,040,396		12,221,167
26	FedEx Ground Package System, Inc.	Olathe (Kansas City)	KS		2016		100.0	%		313,763		2,553,000		8.14		9.9		34,388,619		16,545,478
27	FedEx Ground Package System, Inc.	Ft. Worth (Dallas)	TX		2015		100.0	%		312,923		2,394,000		7.65		8.8		35,648,449		16,747,643
28	FedEx Ground Package System, Inc.	Davenport (Orlando)	FL		2016		100.0	%		310,922		2,625,000		8.44		9.8		38,087,185		19,635,183
29	FedEx Ground Package System, Inc.	Jacksonville	FL		2015		100.0	%		304,859		1,998,000		6.55		8.5		30,925,530		12,908,433
30	Science Applications International Corporation	Hanahan (Charleston)	SC		2005		100.0	%		302,400		1,708,000		5.65		2.3		14,463,148		-0-
31	Amazon.com Services, Inc. (Amazon.com, Inc.)	Oklahoma City	OK		2018		100.0	%		300,000		1,948,000		6.49		6.3		29,878,942		16,721,349
32	International Paper Company	Kenton	OH		2017		100.0	%		298,472		1,281,000		4.29		6.2		18,730,500		9,758,566
33	Western Container Corp. (Coca-Cola)	Tolleson (Phoenix)	AZ		2003		100.0	%		288,045		1,409,000		4.89		5.8		16,824,226		1,333,843
34	FedEx Ground Package System, Inc.	Greensboro	NC		2020		100.0	%		286,281		3,002,000		10.49		13.8		46,710,877		28,688,046
35	International Paper Company	Edwardsville (Kansas City)	KS		2014		100.0	%		280,019		1,382,000		4.94		2.2		18,294,108		7,012,132
36	FedEx Ground Package System, Inc.	Charleston	SC		2018		100.0	%		265,318		2,713,000		10.23		12.0		46,576,380		25,582,685
37	NF&M International, Inc.	Monaca (Pittsburgh)	PA		1977		68.4	%		255,658		795,000		4.55		3.8		7,963,722		-0-
38	FedEx Ground Package System, Inc.	Orion	MI		2007		100.0	%		245,633		1,908,000		7.77		2.0		23,069,307		-0-
39	FedEx Ground Package System, Inc.	Homestead (Miami)	FL		2017		100.0	%		237,756		2,282,000		9.60		10.8		37,911,556		19,553,431
40	Anda Pharmaceuticals, Inc.	Olive Branch (Memphis, TN)	MS		2012		100.0	%		234,660		1,220,000		5.20		1.1		14,550,000		5,736,033
41	FedEx Ground Package System, Inc.	Colorado Springs	CO		2016		100.0	%		225,362		1,832,000		8.13		4.6		29,320,066		13,748,383
42	Mickey Thompson Performance Tires and Wheels (Goodyear Tire & Rubber Company)	Stow	OH		2017		100.0	%		219,765		1,537,000		6.99		6.2		18,934,065		10,284,946
43	Rinnai America Corporation	Griffin (Atlanta)	GA		2006		100.0	%		218,120		913,000		4.19		1.5		15,082,217		-0-
44	FedEx Ground Package System, Inc.	Ft. Myers	FL		2017		100.0	%		213,672		1,418,000		6.64		6.2		21,684,310		11,084,432
45	FedEx Ground Package System, Inc.	Burlington (Seattle/Everett)	WA		2016		100.0	%		210,445		1,962,000		9.32		9.2		30,369,301		14,569,993
46	FedEx Ground Package System, Inc.	Sauget (St. Louis, MO)	IL		2015		100.0	%		198,729		1,036,000		5.21		7.9		15,407,470		6,827,092
47	Anheuser-Busch, Inc.	Granite City (St. Louis, MO)	IL		2001		100.0	%		184,800		854,000		4.62		0.4		12,757,540		-0-
48	Carrier Enterprise, LLC (Carrier Global Corporation)	Carrollton (Dallas)	TX		2010		100.0	%		184,317		1,160,000		6.29		2.6		18,494,917		4,025,447
49	FedEx Ground Package System, Inc.	Spring (Houston)	TX		2014		100.0	%		181,176		1,581,000		8.73		3.3		19,328,922		6,106,876
50	Carlstar Group, LLC	Edwardsville (Kansas City)	KS		2003		100.0	%		179,280		771,000		4.30		2.1		7,282,986		-0-
51	FedEx Ground Package System, Inc.	Ft. Mill (Charlotte, NC)	SC		2010		100.0	%		176,939		1,598,000		9.03		7.2		17,063,643		-0-
52	FedEx Ground Package System, Inc.	Covington (New Orleans)	LA		2016		100.0	%		175,315		1,274,000		7.27		4.0		18,425,875		9,111,843
53	FedEx Ground Package System, Inc.	Tampa	FL		2004		100.0	%		174,975		1,624,000		9.28		5.1		19,745,245		-0-
54	FedEx Ground Package System, Inc.	Livonia (Detroit)	MI		2013		100.0	%		172,668		1,194,000		6.92		0.8		13,887,897		4,446,791
55	Home Depot U.S.A., Inc.	Montgomery (Chicago)	IL		2004		100.0	%		171,230		1,079,000		6.30		1.5		11,303,317		-0-
56	FedEx Ground Package System, Inc.	Edinburg	TX		2011		100.0	%		164,207		1,097,000		6.68		5.3		12,039,014		-0-
57	FedEx Ground Package System, Inc.	Lindale (Tyler)	TX		2015		100.0	%		163,383		725,000		4.44		3.0		10,021,240		4,503,798
58	Bunzl Distribution Midcentral, Inc.	Kansas City	MO		2015		100.0	%		158,417		714,000		4.51		5.3		10,003,235		-0-
59	FedEx Ground Package System, Inc.	Oklahoma City	OK		2012		100.0	%		158,340		1,048,000		6.62		4.1		12,624,833		1,913,054
60	Magna Seating of America, Inc.	Lancaster (Columbus)	OH		2020		100.0	%		152,995		1,201,000		7.85		8.6		17,557,830		8,511,498

THIRD QUARTER FISCAL YEAR 2021 SUPPLEMENTAL information

Table of Contents

Property Table

(unaudited)

													Rent		Lease Exp.
				Fiscal Year					Square		Annual		Per sf		Term in		Undepreciated		Mortgage
No	Tenant	City (MSA)	State	Acquisition		Occup.			Footage		Rent		Occup.		Years		Cost		Balance
61	FedEx Ground Package System, Inc.	Waco	TX		2012		100.0	%		150,710	$	1,078,000	$	7.15		4.2	$	12,551,368	$	3,364,812
62	FedEx Ground Package System, Inc.	Beltsville (Washington, DC)	MD		2001		100.0	%		148,881		1,455,000		9.77		7.1		14,632,389		-0-
63	Victory Packaging, L.P.	Fayetteville	NC		1997		100.0	%		148,000		504,000		3.41		3.7		5,458,279		-0-
64	FedEx Ground Package System, Inc.	El Paso	TX		2006		100.0	%		144,199		1,345,000		9.33		2.3		12,431,192		-0-
65	FedEx Ground Package System, Inc.	Cocoa	FL		2008		100.0	%		144,138		1,112,000		7.71		3.3		14,127,449		-0-
66	FedEx Ground Package System, Inc.	Cudahy (Milwaukee)	WI		2001		100.0	%		139,564		827,000		5.93		6.0		9,807,221		-0-
67	Challenger Lifts, Inc. (Snap-On Inc.)	Louisville	KY		2016		100.0	%		137,500		858,000		6.24		4.9		11,304,000		5,377,343
68	FedEx Ground Package System, Inc.	Richfield (Cleveland)	OH		2006		100.0	%		131,152		1,493,000		11.38		3.3		16,577,311		-0-
69	FedEx Ground Package System, Inc.	Savannah	GA		2019		100.0	%		126,520		1,765,000		13.95		7.3		27,531,560		15,321,954
70	General Electric Company	Imperial (Pittsburgh)	PA		2016		100.0	%		125,860		1,329,000		10.56		9.5		19,972,983		8,949,697
71	FedEx Ground Package System, Inc.	Wheeling (Chicago)	IL		2003		100.0	%		123,000		1,272,000		10.34		5.9		19,044,540		-0-
72	FedEx Ground Package System, Inc.	Altoona	PA		2014		100.0	%		122,522		651,000		5.31		2.2		9,022,966		2,098,202
73	FedEx Corporation	Charleston	SC		2018		100.0	%		121,683		1,314,000		10.80		11.2		21,538,966		11,641,536
74	Amazon.com Services, LLC	Oklahoma City	OK		2020		100.0	%		120,780		935,000		7.74		9.2		14,962,513		9,403,324
75	FedEx Corporation	Mechanicsville (Richmond)	VA		2001		100.0	%		112,799		541,000		4.80		1.8		7,836,425		-0-
76	FedEx Corporation	Orlando	FL		2008		100.0	%		110,621		666,000		6.02		6.4		8,810,059		-0-
77	Bunzl Distribution Oklahoma, Inc.	Oklahoma City	OK		2017		100.0	%		110,361		743,000		6.73		3.2		8,728,439		4,356,890
78	Style Crest, Inc.	Winston-Salem	NC		2002		100.0	%		106,507		433,000		4.07		4.8		7,421,032		-0-
79	Sonwil Distribution Center, Inc.	Cheektowaga (Buffalo)	NY		2002		100.0	%		104,981		630,000		6.00		0.6		10,960,823		-0-
80	FedEx Ground Package System, Inc.	West Chester Twp. (Cincinnati)	OH		2000		100.0	%		103,818		560,000		5.39		2.2		5,733,686		-0-
81	FedEx Ground Package System, Inc.	Roanoke	VA		2013		100.0	%		103,580		755,000		7.29		1.8		10,200,000		3,000,099
82	Pittsburgh Glass Works, LLC, a Division of VITRO	O’ Fallon (St. Louis)	MO		1994		100.0	%		102,135		508,000		4.97		5.0		4,249,615		-0-
83	FedEx Ground Package System, Inc.	Green Bay	WI		2013		100.0	%		99,102		468,000		4.72		1.9		6,570,000		1,702,945
84	Dakota Bodies, LLC	Liberty (Kansas City)	MO		1998		100.0	%		96,687		416,000		4.30		4.8		7,797,827		-0-
85	FedEx Corporation	Jacksonville	FL		1999		100.0	%		95,883		536,000		5.59		7.9		6,584,384		-0-
86	FedEx Corporation	Tampa	FL		2006		100.0	%		95,662		603,000		6.30		6.4		8,305,383		-0-
87	Amazon.com Services, Inc.	Hanahan (Charleston)	SC		2005		100.0	%		91,776		803,000		8.75		8.0		9,306,108		-0-
88	National Oilwell Varco, Inc.	Houston	TX		2010		100.0	%		91,295		801,000		8.77		8.3		8,190,901		671,412
89	Joseph T. Ryerson and Son, Inc.	Elgin (Chicago)	IL		2002		100.0	%		89,123		519,000		5.82		3.6		7,184,598		-0-
90	FedEx Corporation	Omaha	NE		1999		100.0	%		89,115		446,000		5.00		2.3		5,963,626		-0-
91	FedEx Ground Package System, Inc.	Huntsville	AL		2005		100.0	%		88,890		605,000		6.81		5.1		6,661,819		-0-
92	CHEP USA, Inc.	Roanoke	VA		2007		100.0	%		83,000		509,000		6.13		3.7		7,463,672		-0-
93	FedEx Corporation	Bedford Heights (Cleveland)	OH		2007		100.0	%		82,269		438,000		5.32		7.2		7,304,467		-0-
94	United Parcel Service, Inc.	Halfmoon (Albany)	NY		2012		100.0	%		75,000		595,000		7.93		9.8		6,741,021		-0-
95	FedEx Corporation	Schaumburg (Chicago)	IL		1997		100.0	%		73,500		478,000		6.50		5.8		5,447,053		-0-
96	FedEx Corporation	Romulus (Detroit)	MI		1998		100.0	%		71,933		421,000		5.85		4.9		4,949,251		-0-
97	FedEx Ground Package System, Inc.	Denver	CO		2005		100.0	%		69,865		609,000		8.72		4.3		6,374,068		-0-
98	FedEx Corporation	Ogden (Salt Lake City)	UT		2020		100.0	%		69,734		772,000		11.07		13.8		12,666,994		7,917,933
99	Tampa Bay Grand Prix	Tampa	FL		2005		100.0	%		68,385		369,000		5.40		6.3		5,677,982		-0-
100	Sherwin-Williams Company	Rockford	IL		2011		100.0	%		66,387		486,000		7.32		2.5		5,551,227		-0-
101	Various Tenants at Retail Shopping Center	Somerset	NJ		1970		95.0	%		64,220		616,000		10.07		na		3,139,564		-0-
102	Keurig Dr Pepper	Cincinnati	OH		2015		100.0	%		63,840		488,000		7.64		8.3		6,750,000		-0-
103	FedEx Corporation	Chattanooga	TN		2007		100.0	%		60,637		319,000		5.26		1.3		5,369,272		-0-
104	FedEx Ground Package System, Inc.	Stewartsville (Rochester)	MN		2013		100.0	%		60,370		372,000		6.16		1.9		5,231,864		1,364,689
105	Locke Supply Co.	Richmond	VA		2004		100.0	%		60,000		340,000		5.67		10.8		5,097,101		-0-
106	FedEx Ground Package System, Inc.	Augusta	GA		2005		100.0	%		59,358		513,000		8.64		2.0		5,363,304		-0-
107	Hartford Healthcare Corporation	Newington (Hartford)	CT		2001		100.0	%		54,812		307,000		5.60		9.8		3,525,917		-0-
108	Siemens Real Estate	Lebanon (Cincinnati)	OH		2012		100.0	%		51,130		464,000		9.07		2.8		4,554,684		-0-
109	FedEx Corporation	Charlottesville	VA		1999		100.0	%		48,064		329,000		6.85		6.2		4,462,009		-0-
110	FedEx Ground Package System, Inc.	Corpus Christi	TX		2012		100.0	%		46,253		454,000		9.82		5.2		4,808,329		-0-
111	Keurig Dr Pepper	Tulsa	OK		2014		100.0	%		46,240		269,000		5.82		2.7		3,748,031		1,303,703
112	Heartland Coca-Cola Bottling Company, LLC (Coca-Cola)	Topeka	KS		2009		100.0	%		40,000		292,000		7.30		5.3		3,679,843		-0-
113	Collins Aerospace Systems (Raytheon Technologies Corporation)	Rockford	IL		2015		100.0	%		38,833		368,000		9.48		6.0		5,100,000		-0-
114	Foundation Building Materials, LLC	Urbandale (Des Moines)	IA		1994		100.0	%		36,270		179,000		4.94		6.5		2,543,770		-0-
115	FedEx Corporation	Richland (Jackson)	MS		1994		100.0	%		36,000		120,000		3.33		2.8		1,900,691		-0-

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Property Table

(unaudited)

													Rent		Lease Exp.
		City		Fiscal Year					Square		Annual		Per sf		Term in		Undepreciated			Mortgage
No	Tenant	(MSA)	State	Acquisition		Occup.			Footage		Rent		Occup.		Years		Cost			Balance
116	FedEx Corporation	Punta Gorda	FL		2007		100.0	%		34,624	$	284,000	$	8.20		6.0	$	4,133,510		$	-0-
117	FedEx Corporation	Lakeland	FL		2006		100.0	%		32,105		155,000		4.83		6.4		2,043,226			-0-
118	FedEx Corporation	Augusta	GA		2006		100.0	%		30,184		121,000		4.01		1.4		1,993,029			-0-
119	Graybar Electric Company	Ridgeland (Jackson)	MS		1993		100.0	%		26,340		122,000		4.63		4.1		2,901,362			-0-
120	Sherwin-Williams Company	Burr Ridge (Chicago)	IL		1997		100.0	%		12,500		162,000		12.96		5.3		1,876,367			-0-
	Total as of 6/30/21						99.7	%		24,521,727	$	158,806,000	$	6.50		7.2	$	2,209,619,300	(A)	$	856,674,849

	Acquisitions Subsequent to 6/30/21
121	FedEx Ground Package System, Inc.	Burlington	VT		2021		100.0	%		143,794		3,233,000		22.48		14.9
	Pro Forma Total with Acquisitions Subsequent to 6/30/21						99.7	%		24,665,521	$	162,039,000	$	6.59		7.2

(A)

Does not include unamortized debt issuance costs of $7,681,337.

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Definitions

Investors and analysts following the real estate industry utilize funds from operations (“FFO”), adjusted funds from operations (“AFFO”), net operating income (“NOI”), Same Property NOI, Same Property Cash NOI, and earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) variously defined, as supplemental performance measures. While we believe net income available to common stockholders, as defined by accounting principles generally accepted in the United States of America (U.S. GAAP), is the most appropriate measure, we consider NOI, Same Property NOI, Same Property Cash NOI, Adjusted EBITDA, FFO and AFFO, given their wide use by and relevance to investors and analysts, appropriate supplemental performance measures. FFO, reflecting the assumption that real estate asset values rise or fall with market conditions, principally adjusts for the effects of U.S. GAAP depreciation and amortization of real estate assets. NOI provides a measure of rental operations, and does not factor in depreciation and amortization and non-property specific expenses such as interest expense and general and administrative expenses. Adjusted EBITDA provides a tool to further evaluate the ability to incur and service debt and to fund dividends and other cash needs. AFFO provides a supplemental tool to evaluate our performance. In addition, NOI, Same Property NOI, Same Property Cash NOI, Adjusted EBITDA, FFO and AFFO are commonly used in various ratios, pricing multiples, yields and returns and valuation of calculations used to measure financial position, performance and value. As used herein, we calculate the following non-U.S. GAAP measures as follows:

	●	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), as defined under U.S. GAAP, excluding gains or losses from sales of previously depreciated real estate assets, impairment charges related to depreciable real estate assets, certain non-cash items such as real estate asset depreciation and amortization, plus our portion of these items related to our consolidated investment that we have a non-controlling interest in. Included in the Nareit FFO White Paper - 2018 Restatement, is an option pertaining to assets incidental to our main business in the calculation of Nareit FFO to make an election to include or exclude mark-to-market changes in the value recognized on these marketable equity securities. In conjunction with the adoption of the FFO White Paper - 2018 Restatement, for all periods presented, we have elected to exclude unrealized gains and losses from our investments in marketable equity securities from our FFO calculation. Nareit created FFO as a non-GAAP supplemental measure of REIT operating performance.
	●	AFFO is calculated as FFO, excluding stock-based compensation expense, depreciation of corporate office tenant improvements, amortization of deferred financing costs, gains on the sale of securities, lease termination income, non-recurring severance expense, non-recurring strategic alternatives & proxy costs, effect of non-cash U.S. GAAP straight-line rent adjustments and less recurring capital expenditures, plus our portion of these items related to our consolidated investment that we have a non-controlling interest in. Recurring capital expenditures are defined 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.
	●	NOI from property operations is calculated as net income (loss) attributable to common shareholders, as defined by U.S. GAAP, plus net income (loss) attributable to non-controlling interest, plus preferred dividend expense, general & administrative expenses, non-recurring strategic alternatives & proxy costs, non-recurring severance expense, depreciation, amortization of capitalized lease costs & intangible assets and interest expense, including amortization of financing costs, unrealized holding (gains) or losses arising during the periods, less dividend income, realized gain on sale of securities transactions, realized gain on sale of real estate investment and lease termination income. The components of NOI consist of recurring rental and reimbursement revenue, less real estate taxes and operating expenses, such as insurance, utilities, and repairs and maintenance.
	●	Same Property NOI is calculated as the NOI of all properties owned during the entire periods presented with the exclusion of any properties expanded during the periods presented.
	●	Same Property Cash NOI is calculated as the Same Property NOI adjusted to exclude the effect of non-cash U.S. GAAP straight-line rent adjustment for the properties included in the Same Property NOI calculation.
	●	Adjusted EBITDA is net income (loss) attributable to common shareholders, as defined by U.S. GAAP, plus preferred dividends, interest expense, including amortization of financing costs, depreciation and amortization, net amortization of acquired above and below market lease revenue, plus our portion of these items related to our consolidated investment that we have a non-controlling interest in, non-recurring strategic alternatives & proxy costs and unrealized holding losses (minus gains) arising during the periods less realized gain on sale of real estate investment and realized gain on sale of securities transactions.

FFO, AFFO, NOI, Same Property NOI, Same Property Cash NOI and Adjusted EBITDA, do not represent cash generated from operating activities in accordance with U.S. GAAP and are not necessarily indicative of cash available to fund cash needs, including the repayment of principal on debt and payment of dividends and distributions. FFO, AFFO, NOI, Same Property NOI, Same Property Cash NOI and Adjusted EBITDA should not be considered as substitutes for net income applicable to common shareholders (calculated in accordance with U.S. GAAP) as a measure of results of operations or cash flows (calculated in accordance with U.S. GAAP) as a measure of liquidity. FFO, AFFO, NOI, Same Property NOI, Same Property Cash NOI and Adjusted EBITDA, as currently calculated by us, may not be comparable to similarly titled, but variously calculated, measures of other REITs.

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FOR IMMEDIATE RELEASE
	August 2, 2021
	Contact: Becky Coleridge
	732-577-9996

MONMOUTH REAL ESTATE REPORTS RESULTS FOR

THE THIRD QUARTER ENDED JUNE 30, 2021

HOLMDEL, NJ, August 2, 2021........ Monmouth Real Estate Investment Corporation (NYSE:MNR) reported Net Income Attributable to Common Shareholders of $17.3 million or $0.17 per diluted share for the three months ended June 30, 2021 as compared to Net Income Attributable to Common Shareholders of $26.9 million or $0.27 per diluted share for the three months ended June 30, 2020, representing a decrease of $9.6 million or $0.10 per diluted share. During the three months ended June 30, 2021, we recognized a $16.5 million unrealized holding gain on securities or $0.17 per diluted share as compared to a $19.6 million unrealized holding gain on securities or $0.20 per diluted share for the three months ended June 30, 2020. Funds from Operations (FFO), which excludes unrealized and realized gains or losses from our securities portfolio, for the three months ended June 30, 2021 were $11.5 million or $0.12 per diluted share versus $19.7 million or $0.20 per diluted share for the three months ended June 30, 2020, representing a decrease of $8.2 million or $0.08 per diluted share. The decrease in Net Income Attributable to Common Shareholders and FFO is primarily attributable to non-recurring strategic alternatives and proxy costs of $8.7 million related to our strategic alternatives process, our pending merger with Equity Commonwealth and our proxy process. FFO excluding these non-recurring costs for the three months ended June 30, 2021 were $20.2 million or $0.20 per diluted share versus $19.7 million or $0.20 per diluted share for the three months ended June 30, 2020, representing unchanged per diluted share earnings. For the three months ended June 30, 2021, Adjusted Funds from Operations (AFFO), which excludes non-recurring items, including costs related to our strategic alternatives process and our proxy process and unrealized and realized gains or losses from our securities portfolio, were $19.7 million or $0.20 per diluted share compared to $19.5 million or $0.20 per diluted share for the three months ended June 30, 2020. Sequentially, our AFFO of $0.20 per diluted share for the third quarter of fiscal 2021 also was unchanged compared to our AFFO per diluted share for the second quarter of fiscal 2021. During the nine months ended June 30, 2021, we recognized a $55.4 million unrealized holding gain on our securities portfolio representing $0.56 per diluted share as compared to a $67.1 million unrealized holding loss on securities or $0.69 per diluted share for the nine months ended June 30, 2020.

A summary of significant financial information for the three and nine months ended June 30, 2021 and 2020 (in thousands, except per share amounts) is as follows:

	Three Months Ended June 30,
	2021		2020
Rental Revenue	$	39,032	$	35,427
Reimbursement Revenue	$	6,962	$	6,348
Net Operating Income (NOI) (1)	$	38,904	$	35,045
Total Expenses	$	32,040	$	21,459
Dividend Income	$	1,486	$	2,344
Realized Gain on Sale of Real Estate Investment	$	6,376	$	-0-
Unrealized Holding Gains Arising During the Periods	$	16,471	$	19,610
Net Income	$	28,602	$	33,295
Net Income Attributable to Common Shareholders	$	17,292	$	26,851
Net Income Attributable to Common Shareholders Per Diluted Common Share	$	0.17	$	0.27
FFO (1)	$	11,502	$	19,721
FFO per Diluted Common Share (1)	$	0.12	$	0.20
FFO Excluding Non-recurring Strategic Alternatives & Proxy Costs (1)	$	20,159	$	19,721
FFO Excluding Non-recurring Strategic Alternatives & Proxy Costs per Diluted Common Share (1)	$	0.20	$	0.20
AFFO (1)	$	19,701	$	19,463
AFFO per Diluted Common Share (1)	$	0.20	$	0.20
Dividends Declared per Common Share	$	0.18	$	0.17

Weighted Avg. Diluted Common Shares Outstanding		98,539		97,962

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	Nine Months Ended June 30,
	2021		2020
Rental Revenue	$	115,123	$	105,410
Reimbursement Revenue	$	20,818	$	19,772
Lease Termination Income	$	377	$	-0-
Net Operating Income (NOI) (1)	$	114,256	$	104,633
Total Expenses	$	79,820	$	65,151
Dividend Income	$	4,681	$	8,987
Realized Gain on Sale of Real Estate Investment	$	6,376	$	-0-
Realized Gain on Sale of Securities Transactions	$	2,248	$	-0-
Unrealized Holding Gains (Losses) Arising During the Periods	$	55,377	$	(67,100	)
Net Income (Loss)	$	96,949	$	(25,317	)
Net Income (Loss) Attributable to Common Shareholders	$	68,950	$	(44,700	)
Net Income (Loss) Attributable to Common Shareholders Per Diluted Common Share	$	0.71	$	(0.46	)
FFO (1)	$	50,982	$	59,205
FFO per Diluted Common Share (1)	$	0.52	$	0.61
FFO Excluding Non-recurring Strategic Alternatives & Proxy Costs (1)	$	61,878	$	59,205
FFO Excluding Non-recurring Strategic Alternatives & Proxy Costs per Diluted Common Share (1)	$	0.63	$	0.61
AFFO (1)	$	57,507	$	58,705
AFFO per Diluted Common Share (1)	$	0.58	$	0.60
Dividends Declared per Common Share	$	0.53	$	0.51

Weighted Avg. Diluted Common Shares Outstanding		98,415		97,626

A summary of significant balance sheet information as of June 30, 2021 and September 30, 2020 (in thousands) is as follows:

	June 30, 2021		September 30, 2020
Cash and Cash Equivalents	$	90,896	$	23,517
Real Estate Investments	$	1,876,906	$	1,747,844
Securities Available for Sale at Fair Value	$	148,382	$	108,832
Total Assets	$	2,178,078	$	1,939,783
Fixed Rate Mortgage Notes Payable, net of Unamortized Debt Issuance Costs	$	848,994	$	799,507
Loans Payable	$	165,000	$	75,000
Total Shareholders’ Equity	$	1,135,847	$	1,037,605

During the third quarter, we accomplished the following:

	●	Increased our Rental and Reimbursement Revenue by 10% over the prior year period to $46.0 million;

	●	Increased our Net Operating Income by 11% over the prior year period to $38.9 million;

	●	Increased our Gross Leasable Area (GLA) by 5% over the prior year period to 24.5 million square feet;

	●	Grew our acquisition pipeline to six new build-to-suit properties containing 1.8 million total square feet representing an aggregate cost of $238.4 million, all of which will be leased to Investment Grade tenants,. Subsequent to the quarter end, we acquired one of these properties for $54.8 million representing 144,000 square feet;

	●	Completed a parking lot expansion for UPS at our property located in Halfmoon, NY for approximately $835,000, resulting in an initial increase in annual rent of approximately $52,000 with 2% annual increases;

	●	Increased our overall occupancy rate by 30 basis points over the prior year period to a sector leading 99.7% currently;

	●	Renewed all ten leases set to expire during fiscal 2021. These ten lease renewals, comprising 1.2 million square feet resulted in a 6.2% increase in GAAP rent, a 0.4% increase in cash rent, and have a weighted average lease renewal term of 4.2 years;

	●	Maintained a weighted average lease term of 7.2 years consistent with the prior year period;

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	●	Increased our annualized average base rent per occupied square foot to $6.50, an increase of 2% compared to the prior year period;

	●	Maintained a weighted average debt maturity on our fixed-rate mortgage debt of 11.1 years;

	●	Reduced the weighted average interest rate on our fixed-rate mortgage debt to 3.86% from 4.00% in the prior year period;

	●	Reported $16.5 million in unrealized gains on our securities portfolio for the three months ended June 30, 2021. In addition, reported $55.4 million in unrealized gains on our securities portfolio for the nine months ended June 30, 2021.

Highlights from the Third Quarter of Fiscal 2021:

●	Acquisitions. Through the third quarter end, Monmouth has completed the acquisitions of two high quality properties comprising 1.1 million square feet for an aggregate purchase price of $170.0 million and are expected to generate $10.1 million in annual rent. In addition, subsequent to quarter end, we acquired one building comprising 144,000 square feet situated on 43.4 acres located in the Burlington, VT MSA for $54.8 million. This property is leased to FedEx Ground for 15 years and is expected to generate $3.2 million in annual rent.

●	Pipeline. Monmouth’s $183.6 million acquisition pipeline currently contains five new build-to-suit properties, comprising 1.6 million total square feet. These properties have a weighted average lease term of 13.4 years and are expected to generate $10.5 million in annual rent. These projects are all leased to investment grade tenants, with 68% leased to FedEx Ground and 32% leased to Mercedes Benz.

●	Parking Expansion Projects. The Company currently has eight FedEx Ground parking expansion projects underway that it expects to cost approximately $37.3 million. These parking expansion projects will result in additional rent and extensions to the existing lease terms. We are also in discussions to expand parking at nine additional locations.

●	Lease Renewals. The Company has renewed all ten leases that were set to expire this fiscal year representing 1.2 million square feet. These lease renewals have a weighted average lease term of 4.2 years, and a weighted average lease rate of $4.77 per square foot on a GAAP basis and $4.66 on a cash basis. This represents an increase of 6.2% on a GAAP basis and an increase of 0.4% on a cash basis.

●	Key Financial Metrics and Ratios. At quarter end, Monmouth’s weighted average lease maturity was 7.2 years and its weighted average mortgage debt maturity was 11.1 years. For the quarter, Net Debt to Adjusted EBITDA was at 6.0x, Fixed Charge Coverage at 2.1x, and Net Debt to Total Market Capitalization at 27%. The Company’s occupancy rate has been over 98.9% for six consecutive years and its weighted average lease term has exceeded seven years for seven consecutive years.

●	Securities Portfolio. At quarter end, the Company’s $148.4 million securities portfolio represented 5.9% of its undepreciated assets. Securities Available for Sale increased by $16.7 million during the current quarter and increased by $39.6 million from September 30, 2020 to June 30, 2021. The increase was primarily due to an Unrealized Holding Gain of $16.5 million during the three months ended and an Unrealized Holding Gain of $55.4 million for the nine months ended June 30, 2021. There were also sales and redemptions of securities during the nine month period totaling $18.8 million which resulted in a realized gain of $2.2 million. Our investment in UMH Properties is now showing a 118% gain, or $17 million not including substantial dividends.

●	Asset Sale. During the quarter, on April 15, 2021, Monmouth sold its 60,400 square foot building located in Carlstadt, NJ for $13.0 million. The Company owned a 51% interest in this property. Its 51% portion of the sale proceeds resulted in a U.S. GAAP net realized gain of approximately $3.3 million, representing a 159% gain over its depreciated basis and a net realized gain of approximately $2.6 million, or a 96% net gain over its historic undepreciated cost.

Merger Transaction with Equity Commonwealth

As previously announced, in January 2021, our Board of Directors unanimously decided to explore strategic alternatives to maximize shareholder value. Following a comprehensive strategic alternatives process, on May 4, 2021, we entered into a definitive merger agreement with Equity Commonwealth (“EQC”), a New York Stock Exchange traded real estate investment trust, under which, on the terms and subject to the conditions set forth in the merger agreement, we will merge with and into a new wholly-owned subsidiary of Equity Commonwealth, resulting in Equity Commonwealth acquiring us in an all-stock transaction. The merger agreement provides that, upon closing of the merger, our common stockholders will be entitled to receive 0.67 shares of Equity Commonwealth common stock for every share of Monmouth common stock they own and the outstanding shares of Monmouth common stock will be extinguished. We plan to continue to pay our regular quarterly common stock dividend and our quarterly Series C Cumulative Redeemable Preferred Stock dividend until closing of the merger. Under the terms of the definitive merger agreement, upon closing of the merger, each holder of our 6.125% Series C Preferred Stock will be entitled to receive an amount in cash equal to $25.00 per share plus accumulated and unpaid dividends and the outstanding shares of our 6.125% Series C Cumulative Redeemable Preferred Stock will be extinguished. The merger transaction is expected to close during the second half of calendar 2021, subject to customary closing conditions, including approval by common stockholders of both Equity Commonwealth and MREIC. Equity Commonwealth and MREIC stockholders are expected to own approximately 65% and 35%, respectively, of the pro forma company following the close of the transaction. On July 23, 2021, we filed with the SEC, and shortly thereafter began distributing to our stockholders, a definitive joint proxy statement/prospectus of MREIC and EQC pursuant to which both MREIC and EQC are seeking approval of the merger from their respective stockholders at special stockholder meetings that have been called for August 24, 2021.

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Under the terms of the merger agreement, Monmouth plans to continue to pay its regular quarterly common stock dividend and its Series C Cumulative Redeemable Preferred Stock dividend between signing and closing of the transaction. Equity Commonwealth expects to begin paying a quarterly dividend after the transaction has closed. The Equity Commonwealth Board of Trustees will determine the timing and amount of the dividend.

In light of the pending transaction with Equity Commonwealth, we do not intend to host a conference call or webcast in connection with our third quarter FY 2021 financial results. The results will be available on the Company’s website at www.mreic.reit in the Investor Relations section, under Filings and Reports.

Monmouth Real Estate Investment Corporation, founded in 1968, is one of the oldest public equity REITs in the world. We specialize in single tenant, net-leased industrial properties, subject to long-term leases, primarily to investment-grade tenants. Monmouth Real Estate is a fully integrated and self-managed real estate company, whose property portfolio consists of 121 properties, containing a total of approximately 24.7 million rentable square feet, geographically diversified across 32 states. Our occupancy rate is currently 99.7%, our weighted average building age is currently 10 years, and our percentage of revenue derived from Investment Grade tenants or their subsidiaries is currently 83%.

Certain statements included in this press release which are not historical facts may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements are based on our current expectations and involve various risks and uncertainties. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can provide no assurance those expectations will be achieved. The risks and uncertainties that could cause actual results or events to differ materially from expectations include risks and uncertainties relating to the proposed merger with Equity Commonwealth and other risks and uncertainties described in our annual report on Form 10-K and in our other filings with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

Additional Information and Where to Find It

In connection with the proposed merger between Monmouth and EQC, EQC has filed a registration statement on Form S-4 with the SEC, which became effective on July 23, 2021, to register the common shares of beneficial interest of EQC to be issued pursuant to the merger. The registration statement includes a joint proxy statement/prospectus which has been filed by EQC and Monmouth with the SEC and has been sent to the common shareholders of EQC seeking their approval of the share issuance and to the common shareholders of Monmouth seeking their approval of the merger (the “joint proxy statement/prospectus”). EQC and Monmouth may also file other documents regarding the proposed merger and share issuance with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND SHARE ISSUANCE. Investors and security holders may obtain free copies of the registration statement and joint proxy statement/prospectus and other documents filed with the SEC by EQC or Monmouth through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders may obtain free copies of the registration statement and the joint proxy statement/prospectus and other documents filed with the SEC by EQC on EQC’s website at www.eqcre.com and may obtain free copies of the joint proxy statement/prospectus and other documents filed with the SEC by Monmouth on Monmouth’s website at www.mreic.reit.

Notes:

(1) Non-U.S. GAAP Information: 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 gains or losses from sales of previously depreciated real estate assets, impairment charges related to depreciable real estate assets, certain non-cash items such as real estate asset depreciation and amortization, plus our portion of these items related to our consolidated investment that we have a non-controlling interest in. Included in the NAREIT FFO White Paper - 2018 Restatement, is an option pertaining to assets incidental to our main business in the calculation of NAREIT FFO to make an election to include or exclude mark-to-market changes in the value recognized on these marketable equity securities. In conjunction with the adoption of the FFO White Paper - 2018 Restatement, for all periods presented, we have elected to exclude unrealized gains and losses from our investments in marketable equity securities from our FFO calculation. NAREIT created FFO as a non-GAAP supplemental measure of REIT operating performance. Our calculation of Adjusted Funds From Operations (AFFO) differs from NAREIT’s definition of AFFO because we exclude certain items that we view as nonrecurring or impacting comparability from period to period. We define AFFO as FFO, excluding stock based compensation expense, depreciation of corporate office tenant improvements, amortization of deferred financing costs, realized gain on sale of securities, lease termination income, non-recurring strategic alternatives & proxy costs, non-recurring severance expense, effect of non-cash U.S. GAAP straight-line rent adjustments and subtracting recurring capital expenditures, plus our portion of these items related to our equity investments that our investees have a non-controlling interest in. 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 and AFFO may be considered by investors as supplemental measures to compare our operating performance to those of other REITs. 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 and AFFO and, accordingly, our FFO and AFFO may not be comparable to all other REITs. The items excluded from FFO and AFFO are significant components in understanding our financial performance.

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 and AFFO, as calculated by 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’s U.S. GAAP Net Income (Loss) Attributable to Common Shareholders to the Company’s FFO and AFFO for the three and nine months ended June 30, 2021 and 2020 (in thousands):

	Three Months Ended						Nine Months Ended
	6/30/2021			6/30/2020			6/30/2021			6/30/2020
Net Income (Loss) Attributable to Common Shareholders	$	17,292		$	26,851		$	68,950		$	(44,700	)
Less/Plus: Unrealized Holding (Gains) Losses Arising During the Periods		(16,471	)		(19,610	)		(55,377	)		67,100
Plus: Depreciation Expense (excluding Corporate Office Capitalized Costs)		12,960			11,672			37,959			34,436
Plus: Amortization of Intangible Assets		599			524			1,731			1,539
Plus: Amortization of Capitalized Lease Costs		374			284			971			830
Less: Realized Gain on Sale of Real Estate Investment (1)		(3,252	)		-0-			(3,252	)		-0-
FFO Attributable to Common Shareholders (2)		11,502			19,721			50,982			59,205
Plus: Depreciation of Corporate Office Capitalized Costs		57			57			172			176
Plus: Stock Compensation Expense		77			98			210			368
Plus: Amortization of Financing Costs		350			326			1,026			1,082
Plus: Non-recurring Strategic Alternatives & Proxy Costs		8,657			-0-			10,896			-0-
Plus: Non-recurring Severance Expense		-0-			-0-			-0-			786
Less: Realized Gain on Sale of Securities Transactions		-0-			-0-			(2,248	)		-0-
Less: Lease Termination Income		-0-			-0-			(377	)		-0-
Less: Recurring Capital Expenditures		(229	)		(508	)		(791	)		(1,443	)
Less: Effect of Non-cash U.S. GAAP Straight-line Rent Adjustment		(713	)		(231	)		(2,363	)		(1,469	)
AFFO Attributable to Common Shareholders	$	19,701		$	19,463		$	57,507		$	58,705

	(1)	Represents our portion of the net realized gain from the sale of our property that we owned a 51% interest in.
	(2)	FFO Attributable to Common Shareholders for the three and nine months ended June 30, 2021 includes Non-recurring Strategic Alternatives & Proxy Costs of $8.7 million and $10.9 million, respectively. FFO Attributable to Common Shareholders for the three and nine months ended June 30, 2021 excluding these Non-recurring Strategic Alternatives & Proxy Costs is $20.2 million and $61.9 million, respectively.

The following are the Cash Flows provided (used) by Operating, Investing and Financing Activities for the nine months ended June 30, 2021 and 2020 (in thousands):

	Nine Months Ended
	6/30/2021			6/30/2020

Operating Activities	$	76,768		$	74,964
Investing Activities		(145,246	)		(163,049	)
Financing Activities		135,857			80,010

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THIRD QUARTER FISCAL YEAR 2021 SUPPLEMENTAL information