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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2019
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from____________to____________
Commission file number: 000-55776
RW HOLDINGS NNN REIT, INC.
(Exact name of registrant as specified in its charter)
Maryland
47-4156046
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
3090 Bristol Street, Suite 550, Costa Mesa, CA
92626
(Address of principal executive offices)
(Zip Code)
(855) 742-4862
(Registrant’s telephone number, including area code:)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbols(s)
Name of each exchange on which registered
N/A
N/A
N/A
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨
Accelerated filer ¨
 
 
Non-accelerated filer x
Smaller reporting company x
 
 
 
Emerging growth company x


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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.ý
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý
As of October 31, 2019, there were 15,545,720 shares of Class C common stock outstanding and 186,260 shares of Class S common stock outstanding.

 


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RW HOLDINGS NNN REIT, INC.
FORM 10-Q
INDEX
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2

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FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and we intend that such forward-looking statements be subject to the safe harbor provisions created thereby. For this purpose, any statements made in this Quarterly Report on Form 10-Q that are not historical or current facts may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as "anticipates," "believes," "seeks," "estimates," "expects," "intends," "continue," "can," "may," "plans," "potential," "projects," "should," "could," "will," "would" or similar expressions and the negatives of those expressions are intended to identify forward-looking statements. Such statements include, but are not limited to, any statements about our plans, strategies, and prospects and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods.
The forward-looking statements included herein represent our management’s current expectations and assumptions based on information available as of the date of this report. These statements involve numerous known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Readers should carefully review these risks, as well as the additional risks described in other documents we file from time-to-time with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by us or any other person that such results will be achieved, and readers are cautioned not to place undue reliance on such forward-looking information, which speak only as of the date of this report.
Moreover, we operate in an evolving environment. New risks and uncertainties emerge from time-to-time and it is not possible for our management to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual future results to be materially different from those expressed or implied by any forward-looking statements. The following are some, but not all, of the assumptions, risks, uncertainties and other factors that could cause our actual results to differ materially from our forward-looking statements:
There can be no certainty that the pending merger or self-management transactions described in Note 1 to our unaudited condensed consolidated financial statements in Part I, Item 1 below will be consummated, and failure to consummate the pending merger or the self-management transaction could negatively affect our future business and financial results. In the event that the pending merger and self-management transactions are consummated, we will assume potential liabilities related to Rich Uncle Real Estate Investment Trust I (in the case of the merger) and our sponsor and advisor (in the case of the self-management transaction), and our performance will suffer if we do not effectively integrate and manage our expanded operations following these transactions.
If we are unable to raise substantial funds from our securities offerings, we will be limited in the number and type of investments we may make.
We are subject to competition in the acquisition and disposition of properties and in the leasing of our properties and we may be unable to acquire, dispose of, or lease properties on a timely basis or on attractive terms.
We may be unable to renew leases, lease vacant space or re-lease space as leases expire on favorable terms or at all.
Disruptions in the financial markets and uncertain economic conditions affecting us, the geographies or industries in which our properties are concentrated, or our tenants may adversely affect our business, financial condition and results of operations.
Our properties, intangible assets and other assets may be subject to impairment charges.
We could be subject to unexpected costs or unexpected liabilities that may arise from potential dispositions of properties and may be unable to dispose of properties on advantageous terms.
We could be subject to risks associated with bankruptcies or insolvencies of tenants or from tenant defaults generally.
We have substantial indebtedness, which may affect our ability to pay distributions, and expose us to interest rate fluctuation risk and the risk of default under our debt obligations.
We may be affected by risks related to the incurrence of additional secured or unsecured debt.
We have only a limited prior operating history, and the prior performance of real estate investment programs sponsored by affiliates of our sponsor, BrixInvest, LLC (d/b/a Rich Uncles LLC), may not be an indication of our future results.
We may not be able to attain or maintain profitability.
Cash for distributions to investors will be from net rental income (including sales of properties) or waiver or deferral of reimbursements to our sponsor or fees paid to our advisor, and the amount of distributions we pay, if any, is uncertain.
We may not generate cash flows sufficient to pay our distributions to stockholders or meet our debt service obligations.
We may be affected by risks resulting from losses in excess of insured limits.
We may fail to qualify as a REIT for U.S. federal income tax purposes.
Until the self-management transaction described in Note 1 to our unaudited condensed consolidated financial statements in Part I, Item 1 below, we are dependent upon our advisor, sponsor and their affiliates to conduct our operations, and adverse changes in their financial health could cause our operations to suffer; our advisor also has the right to terminate the advisory agreement upon 60 days’ written notice without cause or penalty.
Our advisor, sponsor and their affiliates, including all of our executive officers and our affiliated directors and other key real estate professionals, face conflicts of interest, which may result in actions that are not in the long-term best interests of our stockholders.
Risks of security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology networks and related systems, could adversely affect our business and results of operations.
Our forward-looking statements contained in this Quarterly Report on Form 10-Q should be read in light of the risk factors identified above and the additional risks and uncertainties described in Item 1A of this Quarterly Report on Form 10-Q and in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018.
Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. We qualify all of our forward-looking statements by these cautionary statements.

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PART I – FINANCIAL INFORMATION
Item 1 – Financial Statements
RW HOLDINGS NNN REIT, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
 
September 30, 2019
 
December 31, 2018
Assets
 
 
 
Real estate investments:
 
 
 
Land
$
41,126,392

 
$
41,126,392

Buildings and improvements
176,555,229

 
176,367,798

Tenant origination and absorption costs
17,717,819

 
17,717,819

Total investments in real estate property
235,399,440

 
235,212,009

Accumulated depreciation and amortization
(17,740,380
)
 
(10,563,664
)
Total investments in real estate property, net
217,659,060

 
224,648,345

Investments in unconsolidated entities (Note 5)
13,727,158

 
14,275,815

Total real estate investments, net
231,386,218

 
238,924,160

 
 
 
 
Cash and cash equivalents
12,115,498

 
5,252,686

Restricted cash
177,204

 
3,503,242

Tenant receivables
4,969,896

 
3,659,114

Above-market lease intangibles, net
511,464

 
584,248

Due from affiliates (Note 8)
5,377

 
16,838

Refundable purchase deposit

 
100,000

Non-refundable purchase deposit
2,000,000

 

Other assets
2,141,135

 
234,399

Interest rate swap derivatives

 
151,215

Total assets
$
253,306,792

 
$
252,425,902

Liabilities and Stockholders' Equity
 
 
 
Mortgage notes payable, net
$
114,824,998

 
$
122,709,308

Unsecured credit facility, net

 
8,998,000

Accounts payable, accrued and other liabilities
5,200,892

 
7,164,713

Share repurchases payable
1,203,835

 
584,676

Below-market lease intangibles, net
2,239,589

 
2,595,382

Due to affiliates (Note 8)
644

 
979,174

Interest rate swap derivatives
1,245,261

 
300,929

Total liabilities
124,715,219

 
143,332,182

 
 
 
 
Commitments and contingencies (Note 10)


 


 
 
 
 
Redeemable common stock
2,558,713

 
6,000,951

 
 
 
 
Preferred stock, $0.001 par value, 50,000,000 shares authorized, no shares issued and outstanding

 

Class C common stock $0.001 par value, 300,000,000 shares authorized, 15,916,672 and 12,943,294 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively.
15,916

 
12,943

Class S common stock $0.001 par value, 100,000,000 shares authorized, 186,260 and 17,594 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively.
186

 
18

Additional paid-in-capital
152,936,157

 
119,247,245

Cumulative distributions and net losses
(26,919,399
)
 
(16,167,437
)
Total stockholders' equity
126,032,860

 
103,092,769

Total liabilities and stockholders' equity
$
253,306,792

 
$
252,425,902

See accompanying notes to condensed consolidated financial statements.

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RW HOLDINGS NNN REIT, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Rental income
$
6,125,957

 
$
4,725,279

 
$
17,907,668

 
$
12,567,223

 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
Fees to affiliates (Note 8)
812,349

 
532,355

 
2,436,386

 
1,411,585

General and administrative
918,636

 
598,578

 
2,312,081

 
2,047,761

Depreciation and amortization
2,393,725

 
1,861,649

 
7,176,716

 
4,888,394

Interest expense
1,738,791

 
1,070,860

 
5,975,866

 
3,364,736

Property expenses
1,362,661

 
772,394

 
3,537,249

 
1,966,616

Total expenses
7,226,162

 
4,835,836

 
21,438,298

 
13,679,092

Less:  Expenses reimbursed by Sponsor or affiliates (Note 8)
(96,104
)
 
(298,645
)
 
(332,336
)
 
(952,098
)
Net expenses
7,130,058

 
4,537,191

 
21,105,962

 
12,726,994

 
 
 
 
 
 
 
 
Other income:
 
 
 
 
 
 
 
Interest income
45,940

 
4,648

 
56,971

 
12,568

Income from investments in unconsolidated entities, net
37,570

 
69,863

 
167,558

 
163,348

Total other income
83,510

 
74,511

 
224,529

 
175,916

Net (loss) income
$
(920,591
)
 
$
262,599

 
$
(2,973,765
)
 
$
16,145

 
 
 
 
 
 
 
 
Net (loss) income per share, basic and diluted (Note 2)
$
(0.06
)
 
$
0.02

 
$
(0.20
)
 
$
0.00

 
 
 
 
 
 
 
 
Weighted-average number of common shares outstanding, basic and diluted
15,809,624

 
11,611,906

 
14,754,347

 
10,578,708

 
 
 
 
 
 
 
 
Dividends declared per common share
$
0.176

 
$
0.176

 
$
0.528

 
$
0.586

See accompanying notes to condensed consolidated financial statements.

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RW HOLDINGS NNN REIT, INC.
Condensed Consolidated Statements of Stockholders' Equity
Three Months Ended September 30, 2019 and 2018
(Unaudited)
 
Common Stock
 
Additional
Paid-in
Capital
 
Cumulative
Distributions
and Net
Losses
 
Total
Stockholders'
Equity
 
Class C
 
Class S
 
 
Shares
 
Amounts
 
Shares
 
Amounts
 
Balance, June 30, 2019
15,313,171

 
$
15,313

 
166,448

 
$
166

 
$
144,011,702

 
$
(23,214,573
)
 
$
120,812,608

Issuance of common stock
988,121

 
988

 
19,812

 
20

 
10,238,741

 

 
10,239,749

Stock compensation expense
10,334

 
10

 

 

 
104,990

 

 
105,000

Offering costs

 

 

 

 
(307,068
)
 

 
(307,068
)
Reclassification to redeemable common stock

 

 

 

 
2,823,079

 

 
2,823,079

Repurchase of common stock
(394,954
)
 
(395
)
 

 

 
(3,935,287
)
 

 
(3,935,682
)
Distributions declared

 

 

 

 

 
(2,784,235
)
 
(2,784,235
)
Net loss

 

 

 

 

 
(920,591
)
 
(920,591
)
Balance, September 30, 2019
15,916,672

 
$
15,916

 
186,260

 
$
186

 
$
152,936,157

 
$
(26,919,399
)
 
$
126,032,860

 
Common Stock
 
Additional
Paid-in
Capital
 
Cumulative
Distributions
and Net
Losses
 
Total
Stockholders'
Equity
 
Class C
 
Class S
 
 
Shares
 
Amounts
 
Shares
 
Amounts
 
Balance, June 30, 2018
11,182,489

 
$
11,183

 
3,098

 
$
3

 
$
104,138,416

 
$
(10,368,038
)
 
$
93,781,564

Issuance of common stock
1,154,690

 
1,154

 
34

 

 
11,603,826

 

 
11,604,980

Stock compensation expense
4,800

 
5

 

 

 
48,235

 

 
48,240

Offering costs

 

 

 

 
(348,015
)
 

 
(348,015
)
Repurchase of common stock
(207,652
)
 
(208
)
 

 

 
(2,055,962
)
 

 
(2,056,170
)
Distributions declared

 

 

 

 

 
(2,041,912
)
 
(2,041,912
)
Net income

 

 

 

 

 
262,599

 
262,599

Balance, September 30, 2018
12,134,327

 
$
12,134

 
3,132

 
$
3

 
$
113,386,500

 
$
(12,147,351
)
 
$
101,251,286

See accompanying notes to condensed consolidated financial statements.

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RW HOLDINGS NNN REIT, INC.
Condensed Consolidated Statements of Stockholders' Equity
Nine Months Ended September 30, 2019 and 2018
(Unaudited)
 
Common Stock
 
Additional
Paid-in
Capital
 
Cumulative
Distributions
and Net
Losses
 
Total
Stockholders'
Equity
 
Class C
 
Class S
 
 
Shares
 
Amounts
 
Shares
 
Amounts
 
Balance, December 31, 2018
12,943,294

 
$
12,943

 
17,594

 
$
18

 
$
119,247,245

 
$
(16,167,437
)
 
$
103,092,769

Issuance of common stock
3,795,112

 
3,795

 
168,666

 
168

 
40,241,277

 

 
40,245,240

Stock compensation expense
20,669

 
21

 

 

 
209,979

 

 
210,000

Offering costs

 

 

 

 
(1,206,930
)
 

 
(1,206,930
)
Reclassification to redeemable common stock

 

 

 

 
2,823,079

 

 
2,823,079

Repurchase of common stock
(842,403
)
 
(843
)
 

 

 
(8,378,493
)
 

 
(8,379,336
)
Distributions declared

 

 

 

 

 
(7,778,197
)
 
(7,778,197
)
Net loss

 

 

 

 

 
(2,973,765
)
 
(2,973,765
)
Balance, September 30, 2019
15,916,672

 
$
15,916

 
186,260

 
$
186

 
$
152,936,157

 
$
(26,919,399
)
 
$
126,032,860

 
Common Stock
 
Additional
Paid-in
Capital
 
Cumulative
Distributions
and Net
Losses
 
Total
Stockholders'
Equity
 
Class C
 
Class S
 
 
Shares
 
Amounts
 
Shares
 
Amounts
 
Balance, December 31, 2017
8,838,002

 
$
8,838

 
3,032

 
$
3

 
$
85,324,921

 
$
(6,083,896
)
 
$
79,249,866

Issuance of common stock
3,865,204

 
3,865

 
100

 

 
38,821,577

 

 
38,825,442

Stock compensation expense
12,900

 
13

 

 

 
129,632

 

 
129,645

Offering costs

 

 

 

 
(1,164,313
)
 

 
(1,164,313
)
Reclassification to redeemable common stock

 

 

 

 
(4,006,747
)
 

 
(4,006,747
)
Repurchase of common stock
(581,779
)
 
(582
)
 

 

 
(5,718,570
)
 

 
(5,719,152
)
Distributions declared

 

 

 

 

 
(6,079,600
)
 
(6,079,600
)
Net income

 

 

 

 

 
16,145

 
16,145

Balance, September 30, 2018
12,134,327

 
$
12,134

 
3,132

 
$
3

 
$
113,386,500

 
$
(12,147,351
)
 
$
101,251,286

See accompanying notes to condensed consolidated financial statements.


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RW HOLDINGS NNN REIT, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Nine Months Ended
 
September 30, 2019
 
September 30, 2018
Cash Flows from Operating Activities:
 
 
 
Net (loss) income
$
(2,973,765
)
 
$
16,145

Adjustments to reconcile net (loss) income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
7,176,716

 
4,888,394

Stock compensation expense
281,667

 
129,645

Amortization of deferred rents
(991,009
)
 
(910,390
)
Amortization of deferred financing costs
511,336

 
654,146

Amortization of above-market lease intangibles
72,784

 
72,784

Amortization of below-market lease intangibles
(355,793
)
 
(287,732
)
Amortization of deferred lease incentives
45,903

 

Unrealized loss (gain) on interest rate swap valuation
1,095,547

 
(406,023
)
Income from investments in unconsolidated entities
(167,558
)
 
(163,348
)
Distributions from investments in unconsolidated entities
716,215

 
557,968

Change in operating assets and liabilities:
 
 
 
Increase in tenant receivables
(319,773
)
 
(606,798
)
Increase in other assets
(102,872
)
 
(148,851
)
Increase (decrease) in accounts payable, accrued and other liabilities
541,315

 
(279,972
)
Decrease in due to affiliates, net
(967,518
)
 
(959,979
)
Net cash provided by operating activities
4,563,195

 
2,555,989

 
 
 
 
Cash Flows from Investing Activities:
 
 
 
Acquisition of real estate investments

 
(50,863,080
)
Additions to existing real estate investments
(181,972
)
 
(749,094
)
Payment for tenant improvements
(3,387,699
)
 

Payment of acquisition fees to affiliate
(5,459
)
 
(1,541,108
)
Costs related to pending merger with an affiliate
(1,005,523
)
 

Refund (payment) of refundable purchase deposit
100,000

 
(500,000
)
Non-refundable purchase deposit
(2,000,000
)
 

Net cash used in investing activities
(6,480,653
)
 
(53,653,282
)
 
 
 
 
Cash Flows from Financing Activities:
 
 
 
Borrowings from unsecured credit facility
4,869,000

 
18,450,000

Repayments of unsecured credit facility
(13,869,000
)
 
(30,450,000
)
Proceeds from mortgage notes payable
6,350,000

 
51,587,500

Principal payments on mortgage notes payable
(14,557,433
)
 
(12,664,740
)
Refundable loan deposits
(171,000
)
 

Payments of deferred financing costs to third parties
(175,311
)
 
(996,010
)
Payments of deferred financing fees to affiliates
(63,500
)
 
(209,550
)
Proceeds from issuance of common stock and investor deposits
34,559,949

 
34,616,876

Payments of offering costs
(1,206,930
)
 
(1,177,728
)
Payments of commissions to Class S distributor
(632
)
 

Repurchase of common stock
(8,379,336
)
 
(5,719,152
)
Distributions paid to common stockholders
(1,901,575
)
 
(1,172,542
)
Net cash provided by financing activities
5,454,232

 
52,264,654

 
 
 
 
Net increase in cash, cash equivalents and restricted cash
3,536,774

 
1,167,361

 
 
 
 
Cash, cash equivalents and restricted cash, beginning of period
8,755,928

 
4,182,755

 
 
 
 
Cash, cash equivalents and restricted cash, end of period
$
12,292,702

 
$
5,350,116

 
 
 
 
Supplemental Disclosure of Cash Flow Information:
 
 
 
Cash paid for interest
$
4,372,246

 
$
2,940,543

 
 
 
 
Supplemental Schedule of Noncash Investing and Financing Activities:
 
 
 
Reclassification (from) to redeemable common stock
$
(3,442,238
)
 
$
3,422,345

Reinvested distributions from common stockholders
$
5,685,291

 
$
4,208,566

Increase in share repurchases payable
$
619,159

 
$
584,402

Accrued dividends
$
937,863

 
$
698,492

Unpaid capitalized costs related to pending merger with an affiliate
$
620,647

 
$

See accompanying notes to condensed consolidated financial statements.

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RW HOLDINGS NNN REIT, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1. BUSINESS AND ORGANIZATION
RW Holdings NNN REIT, Inc. (the "Company") was incorporated on May 14, 2015 as a Maryland corporation. The Company has the authority to issue 450,000,000 shares of stock, consisting of 50,000,000 shares of preferred stock, $0.001 par value per share, 300,000,000 shares of Class C common stock, $0.001 par value per share, and 100,000,000 shares of Class S common stock, $0.001 par value per share. The Company was formed to primarily invest, directly or indirectly through investments in real estate owning entities, in single-tenant income-producing properties located in the United States, which are leased to creditworthy tenants under long-term net leases. The Company’s goal is to generate current income for investors and long-term capital appreciation in the value of its properties.
The Company holds its investments in real property through special purpose, limited liability companies which are wholly-owned subsidiaries of Rich Uncles NNN Operating Partnership, LP, a Delaware limited partnership (the "Operating Partnership") or through the Operating Partnership. The Operating Partnership was formed on January 28, 2016. The Company is the sole general partner of, and owns a 99% partnership interest in, the Operating Partnership. Rich Uncles NNN LP, LLC, a Delaware limited liability company formed on May 13, 2016 ("NNN LP"), owns the remaining 1% partnership interest in the Operating Partnership and is the sole limited partner. NNN LP is wholly-owned by the Company.
The Company is externally managed by its advisor, Rich Uncles NNN REIT Operator, LLC (the "Advisor"), a Delaware limited liability company, pursuant to an advisory agreement, as amended (the "Advisory Agreement"). The Advisor is wholly-owned by the Company’s sponsor, BrixInvest, LLC (f/k/a Rich Uncles, LLC, the "Sponsor"), a Delaware limited liability company whose members include Aaron S. Halfacre and Raymond Wirta, the Company’s Chief Executive Officer and Chairman of the Board of Directors, respectively. On each of June 24, 2015 and December 31, 2015, the Company issued 10,000 shares of its Class C common stock to the Sponsor, for a total of 20,000 shares of Class C common stock, at a purchase price of $10.00 per share. As of September 30, 2019 and December 31, 2018, the Sponsor held 10,740 shares of the Company’s Class C common stock.
On July 15, 2015, the Company filed a registration statement on Form S-11 with the U.S. Securities and Exchange Commission (the "SEC") to register an initial public offering of a maximum of 90,000,000 shares of common stock for sale to the public (the "Primary Offering"). The Company also registered a maximum of 10,000,000 shares of common stock pursuant to the Company’s distribution reinvestment plan (the "Registered DRP Offering" and, together with the Primary Offering, the "Registered Offering"). The SEC declared the Company’s registration statement effective on June 1, 2016 and on July 20, 2016, the Company began offering shares of common stock to the public. Pursuant to its securities offering registered with the SEC, the Company is eligible to sell shares of its "Class C" common stock directly to investors, with a minimum investment in shares of $500. Commencing in August 2017, the Company began selling shares of its Class C common stock only to U.S. persons as defined under Rule 903 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Registered Offering is currently suspended. See “Temporary Suspension of Primary Offerings, Distribution Reinvestment Plans and Share Repurchase Programs” below.
Under applicable SEC rules, the current registration statement for the Registered Offering was scheduled to terminate on June 1, 2019, but remained effective because the Company filed a new registration statement on Form S-11 with the SEC on May 24, 2019 to extend the Registered Offering in accordance with Rule 415 of the Securities Act. On October 18, 2019, the Company filed a pre-effective amendment to its Form S-11 which includes the Company’s updated plan of distribution whereby the Company will offer its Class C common stock through North Capital Private Securities Corporation (“North Capital”), a registered broker dealer.
The Company’s current registration statement on Form S-11 will terminate when the new registration statement is declared effective by the SEC. As required by some states, the Company is also required to renew the registration statement for the Registered Offering annually or file a new registration statement to continue the Registered Offering.
On August 11, 2017, the Company began offering up to 100,000,000 shares of its Class S common stock exclusively to non-U.S. Persons as defined under Rule 903 promulgated under the Securities Act pursuant to an exemption from the registration requirements of the Securities Act and in accordance with Regulation S of the Securities Act (the "Class S Offering" and, together with the Registered Offering, the "Offerings"). The Class S common stock has similar features and rights as the Class C common stock with respect to voting and liquidation except that the Class S common stock offered in the Class S offering may be sold through brokers or other persons who may be paid upfront and/or deferred selling commissions and fees. The Class C Offering is currently suspended. See “Temporary Suspension of Primary Offerings, Distribution Reinvestment Plans and Share Repurchase Programs” below.

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Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

On January 11, 2019, the Company’s board of directors approved and established an estimated net asset value ("NAV") per share of the Company’s common stock of $10.16 (unaudited). Effective January 14, 2019, the purchase price per share of the Company’s common stock in the Offerings and share repurchase program ("SRP") increased from $10.05 (unaudited) to $10.16 (unaudited).
Through September 30, 2019, the Company had sold 17,823,024 shares of Class C common stock in the Registered Offering, including 1,461,804 shares of Class C common stock sold under its Registered DRP Offering, for aggregate gross offering proceeds of $179,039,271, and 186,260 shares of Class S common stock in the Class S Offering, including 1,948 shares of Class S common stock sold under its dividend reinvestment plan applicable to Class S common stock, for aggregate gross offering proceeds of $1,890,319.
As of September 30, 2019, the Company had invested in (i) 24 operating properties, comprised of: nine retail properties, 10 office properties and five industrial properties; (ii) one parcel of land, which currently serves as an easement to one of the Company’s office properties; (iii) an approximate 72.7% tenant-in-common interest in a Santa Clara office property (the "TIC Interest"); and (iv) an approximate 4.8% interest in Rich Uncles Real Estate Investment Trust I ("REIT I"), an affiliated REIT.
Pending Merger
On March 19, 2019, the Company announced that it intended to explore a potential acquisition of REIT I, an affiliated real estate investment trust that is sponsored by the Company's Sponsor and is approximately 4.8% owned by the Company as further discussed in Note 5, or its real estate properties portfolio (the "REIT I Portfolio") and that it had formed a special committee of all independent directors (the "Special Committee") to evaluate the potential for a transaction with REIT I. The Special Committee engaged UBS Securities LLC as its financial advisor and Morris Manning & Martin, LLP as its legal advisor to assist the Special Committee regarding the potential acquisition of REIT I or the REIT I Portfolio. REIT I conducted a multi-round bidding process directed by Cushman & Wakefield. The bidding process resulted in a short list of bidders submitting acquisition bids, including the Company's bid, to a special committee of REIT I's board of trust managers for review. On June 21, 2019, the Company announced that following REIT I's review of all bids, REIT I and the Special Committee commenced an exclusive due diligence process in order to determine whether a potential transaction might result.
On September 20, 2019 the Company announced that it had entered into an agreement and plan of merger (the "Merger Agreement") pursuant to which a business combination would be effected by a merger of REIT I with the Company's subsidiary (the "Merger") and REIT I's existence would cease. The Merger is subject to certain closing conditions, including the approval of the Merger by both the Company's stockholders and REIT I’s shareholders, as discussed below. If approved, the Merger is expected to close as soon as practicable following the Company's annual stockholders' meeting, which currently is scheduled to be held on December 17, 2019, and the satisfaction of the closing conditions. The combined company following the Merger will retain the Company's name. The Merger is intended to qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Internal Revenue Code of 1986, as amended.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each of REIT I's common shares (the “REIT I Common Shares”) issued and outstanding immediately prior to the effective time of the Merger (other than REIT I Common Shares owned by the Company) will be automatically canceled and retired, and converted into the right to receive one share of the Company's Class C common stock (the “Class C Common Stock”), with any fractional REIT I Common Shares converted into a corresponding number of fractional shares of Class C Common Stock. REIT I currently owns 20 single tenant operating retail, office and industrial assets.
On October 22, 2019, the Company filed a joint proxy statement and prospectus with the SEC related to the annual meeting of stockholders to be held on December 17, 2019 to vote on the Merger and other matters. Stockholders of record on October 21, 2019 are eligible to vote on the proposal to approve the Merger. There can be no assurance that the Merger will close.
Pending Self-Management Transaction
In addition, on September 20, 2019, the Company announced that it had entered into a contribution agreement (the "Contribution Agreement") with the Sponsor and Daisho OP Holdings, LLC, a wholly-owned subsidiary of the Sponsor (“Daisho). The Contribution Agreement provides for a series of transactions, agreements, and amendments to the Company’s existing agreements and arrangements whereby the Company will acquire substantially all of the assets of the Sponsor in exchange for 657,949.5 units of Class M limited partnership interest (the “Class M OP Units”) in the Operating Partnership (the “Self-Management Transaction”).

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Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

Prior to the closing of the Self-Management Transaction, (i) substantially all of the Sponsor’s assets and liabilities will be contributed to Daisho’s wholly-owned subsidiary, modiv, LLC (“modiv”), and (ii) the Sponsor will spin off Daisho to the Sponsor’s members (the “Spin Off”). Pursuant to the Self-Management Transaction, Daisho will contribute to the Operating Partnership all of the membership interests in modiv in exchange for the Class M OP Units. As a result of these transactions and the Self-Management Transaction, the Sponsor, through its subsidiary, Daisho, will transfer all of its operating assets, including but not limited to (a) all personal property used in or necessary for the conduct of the Sponsor’s business, (b) all intellectual property, goodwill, licenses and sublicenses granted and obtained with respect thereto and certain domain names, (c) all continuing employees, and (d) certain other assets and liabilities, to modiv, and will distribute 100% of the ownership interests in Daisho to the members of the Sponsor in the Spin Off. The Sponsor is currently engaged in the business of serving directly or indirectly as our sponsor and advisor as well as REIT I’s advisor, and was the sponsor and advisor for BRIX REIT, Inc. (“BRIX REIT”) until the BRIX REIT advisory agreement was terminated effective October 28, 2019. The Company is the sole general partner of the Operating Partnership. Therefore, upon the consummation of the Self-Management Transaction, the Company will become self-managed, and if the Merger is consummated, the combined company following the Merger would become self-managed.
The terms of the Class M OP Units to be issued in the Self-Management Transaction will be set forth in a Second Amended and Restated Limited Partnership Agreement, which will become effective upon the closing of the Self-Management Transaction (the “Amended OP Agreement”). The Class M OP Units will be non-voting, non-dividend accruing, and will not be able to be transferred or exchanged prior to the one-year anniversary of completing the Self-Management Transaction. Following the one-year anniversary of completing the Self-Management Transaction, the Class M OP Units will be convertible into units of Class C limited partnership interests in the Operating Partnership (“Class C OP Units”) at a conversion ratio of five Class C OP Units for each one Class M OP Unit, subject to a reduction in the conversion ratio (which reduction varies depending upon the amount of time held) if the exchange occurs prior to the four-year anniversary of completing the Self-Management Transaction. Under the Amended OP Agreement, the Class C OP Units will continue to be exchangeable for cash or shares of our Class C Common Stock on a one for one basis, as the Company determines. The Class M OP Units will be eligible for an increase in the conversion ratio if the Company achieves the agreed-upon targets for assets under management and adjusted funds from operations in 2021, 2022 and 2023.
As of September 30, 2019, the Company had incurred $2,426,530 in costs related to the Merger and the Self-Management Transaction. The Merger will be accounted for as an asset acquisition and the related costs will be capitalized and allocated to the assets acquired upon completion of the Merger. The Self-Management Transaction will be accounted for as an acquisition of a business and the related costs are charged to expense. The Company allocated the costs of the financial and legal advisors between the Merger and the Self-Management Transaction based on the relative value of the transactions, resulting in $1,626,170 of Merger costs recorded in other assets pending completion of the Merger and $800,360 of expenses for the Self-Management Transaction recorded as general and administrative expenses.
Temporary Suspension of Primary Offerings, Distribution Reinvestment Plans and Share Repurchase Programs
On September 18, 2019, the board of directors of the Company approved the temporary suspension of the Primary Offering, which is registered with the SEC under the Securities Act, and the primary offering portion of the Class S Offering, which the Company offers exclusively to non-U.S. investors. The Company’s automatic investment program was also temporarily suspended effective as of the close of business on September 18, 2019. The Company filed a pre-effective amendment to its Form S-11 on October 18, 2019, which includes the Company’s updated plan of distribution whereby the Company will offer its Class C common stock through North Capital, a registered broker dealer. On October 23, 2019, North Capital filed an application with the Financial Industry Regulatory Authority ("FINRA") with respect to the offering of the Company’s Class C common stock. The Registered Offering of the Company’s Class C common stock is expected to recommence following receipt of a no objection letter from FINRA, and the SEC declaring the registration statement effective. Upon recommencement of the Registered Offering, stockholders enrolled in the automatic investment program will again automatically purchase shares pursuant to such program unless otherwise determined by the Company’s board of directors.
The board of directors of the Company also approved the temporary suspension of the DRPs for Class C Common Stock and Class S Common Stock effective September 18, 2019 and the temporary suspension of the SRPs for Class C Common Stock and Class S Common Stock effective October 19, 2019. Redemption requests submitted prior to 10 a.m. PDT on October 19, 2019 were honored in accordance with the terms of the SRPs. Pursuant to the suspension of the DRPs, beginning September 19, 2019, all future distributions shall be paid to the Company's stockholders in cash until the DRPs are reinstated. The DRPs and the SRPs will remain suspended until such time, if any, as the Company’s board of directors, in its discretion, may approve the reinstatement of the DRPs and SRPs.

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RW HOLDINGS NNN REIT, INC.
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

Should the Merger be completed, the Company currently anticipates the reinstatement of the SRPs to occur shortly after the closing of the transaction, which is expected to occur in late December 2019 or early January 2020.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for interim financial statements and the rules and regulations of the SEC. Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Such unaudited condensed consolidated financial statements and accompanying notes are the representations of the Company’s management, which is responsible for their integrity and objectivity. These unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2018 audited consolidated financial statements included in the Company’s Form 10-K filed with the SEC on March 29, 2019.
The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which are normal and recurring, necessary to fairly state its financial position, results of operations and cash flows. All significant intercompany balances and transactions are eliminated in consolidation. The December 31, 2018 balance sheet included herein was derived from the audited financial statements but does not include all disclosures or notes required by GAAP for complete financial statements.
Use of Estimates
The preparation of the condensed consolidated financial statements and the accompanying notes thereto in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results may differ from those estimates.
Fair Value Disclosures
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an existing price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy, which is based on three levels of inputs, the first two of which are considered observable and the last unobservable, that may be used to measure fair value, is as follows:
Level 1: quoted prices in active markets for identical assets or liabilities;
Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The fair value for certain financial instruments is derived using valuation techniques that involve significant management judgment. The price transparency of financial instruments is a key determinant of the degree of judgment involved in determining the fair value of the Company’s financial instruments. Financial instruments for which actively quoted prices or pricing parameters are available and for which markets contain orderly transactions will generally have a higher degree of price transparency than financial instruments for which markets are inactive or consist of non-orderly trades. The Company evaluates several factors when determining if a market is inactive or when market transactions are not orderly. The following is a summary of the methods and assumptions used by management in estimating the fair value of each class of financial instrument for which it is practicable to estimate the fair value:
Cash and cash equivalents, restricted cash, tenant receivables, due from affiliates, purchase and other deposits, other assets, accounts payable, accrued and other liabilities and due to affiliates: These balances approximate their fair values due to the short maturities of these items.

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Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

Derivative Instruments:  The Company’s derivative instruments are presented at fair value in the accompanying condensed consolidated balance sheets. The valuation of these instruments is determined using a proprietary model that utilizes observable inputs. As such, the Company classifies these inputs as Level 2 inputs. The proprietary model uses the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and volatility. The fair values of interest rate swaps are estimated using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit risks to the contracts, are incorporated in the fair values to account for potential nonperformance risk.
Unsecured Credit Facility:  The fair value of the Company’s Unsecured Credit Facility (as defined in Note 6) approximates its carrying value as the interest rates and other terms are comparable to those available in the market place for a similar credit facility.
Mortgage notes payable:  The fair value of the Company’s mortgage notes payable is estimated using a discounted cash flow analysis based on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements. Additionally, when determining the fair value of liabilities in circumstances in which a quoted price in an active market for an identical liability is not available, the Company measures fair value using (i) a valuation technique that uses the quoted price of the identical liability when traded as an asset or quoted prices for similar liabilities or similar liabilities when traded as assets or (ii) another valuation technique that is consistent with the principles of fair value measurement, such as the income approach or the market approach. The Company classifies these inputs as Level 3 inputs.
Restricted Cash
Restricted cash is comprised of funds which are restricted for use as required by certain lenders in conjunction with an acquisition or debt financing and for on-site and tenant improvements. Restricted cash as of September 30, 2019 and December 31, 2018 amounted to $177,204 and $3,503,242, respectively.
Pursuant to lease agreements, the Company had obligations to pay for $156,046 and $3,535,163 in site and tenant improvements to be incurred by tenants as of September 30, 2019 and December 31, 2018, respectively, including a 72.7% share of tenant improvements for the Santa Clara property at both balance sheet dates. At September 30, 2019 and December 31, 2018, the Company's restricted cash held to fund the improvements totaled $100,135 and $3,486,927, respectively, and the Company also held restricted cash to fund an impounded property tax. During the nine months ended September 30, 2019, $3,387,699 of restricted cash was released to a tenant to reimburse it for tenant improvement costs under the terms of its lease agreement.
Other Comprehensive Income (Loss)
For all periods presented, other comprehensive income (loss) is the same as net income (loss).
Reclassifications
Certain prior period revenue account balances in the statement of operations have been reclassified to conform with the current year presentation. The reclassifications had no impact on net loss.
Per Share Data
Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share of common stock equals basic income (loss) per share of common stock as there were no potentially dilutive securities outstanding during the three and nine months ended September 30, 2019 and 2018.

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Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

For the three and nine months ended September 30, 2019 and 2018, the Company has presented net (loss) income per share amounts on the accompanying condensed consolidated statements of operations for Class C and S share classes as a combined common share class. Application of the two-class method for allocating (loss) income in accordance with the provisions of Accounting Standards Codification ("ASC") 260, Earnings per Share, would have resulted in a net (loss) income per share of $(0.05) and $0.02 for Class C shares for the three months ended September 30, 2019 and 2018, respectively, and $(0.02) and $(0.03) for Class S shares for the three months ended September 30, 2019 and 2018, respectively. The two-class method would have resulted in a net (loss) income per share of $(0.20) and $0.00 for Class C shares for the nine months ended September 30, 2019 and 2018, respectively, and $(0.20) and $(0.13) for Class S shares for the nine months ended September 30, 2019 and 2018, respectively.
The differences in net (loss) income per share if allocated under this method primarily reflect the lower effective dividends per share for Class S shareholders as a result of the payment of the deferred commission to the Class S distributor of these shares, and also reflect the impact of the timing of the declaration of the dividends relative to the time the shares were outstanding.
Distributions
The Company’s board of directors may declare distributions in advance of the periods to which they relate. Because such distributions relate to operations and cash available for distributions to be produced in future periods, these distributions will not included in distributions that are recorded in the current period being reported.
The following are the Company’s updated significant accounting policies that have been affected by the adoption of Topic 842 as discussed below in New Accounting Standards Issued and Adopted:
Revenue Recognition
The Company recognizes rental income, tenant reimbursements and other lease-related revenue when all of the following criteria are met: (i) the agreement has been fully executed and delivered, (ii) services have been rendered, (iii) the amount is fixed or determinable and (iv) payment has been received or the collectability of the amount due is probable. Lease termination fees are amortized over the remaining lease term, if applicable. If there is no remaining lease term, they are recognized when received and realized. Minimum annual rental revenues are recognized in rental income on a straight-line basis over the non-cancelable term of the related lease.
The recognition of rental income commences when the tenant takes possession or controls the physical use of the leased property. In order for the tenant to take possession, the leased property must be substantially complete and ready for its intended use. In order to determine whether the leased property is substantially complete and ready for its intended use, the Company begins by determining whether the Company or the tenant owns the tenant improvements, if the lease agreement provides for tenant improvements.
Tenant improvement ownership is determined based on various factors including, but not limited to:
whether the lease stipulates how a tenant improvement allowance may be spent;
whether the amount of a tenant improvement allowance is in excess of market rates;
whether the tenant or landlord retains legal title to the improvements at the end of the lease term;
whether the tenant improvements are unique to the tenant or general-purpose in nature; and
whether the tenant improvements are expected to have any residual value at the end of the lease.
When the Company concludes that it is the owner of tenant improvements, rental income recognition begins when the tenant takes possession of the completed property, which is generally when Company-owned tenant improvements are substantially complete. In addition, when the Company concludes that it is the owner of tenant improvements, the Company records the costs to construct the tenant improvements, including costs paid for or reimbursed by the tenants, as a capital asset. For these tenant improvements, the Company records the amount funded by or reimbursed by the tenants as deferred revenue, which is amortized on a straight-line basis as additional rental income over the term of the related lease.

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Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

When the Company concludes that the tenant is the owner of tenant improvements, rental income recognition begins when the tenant takes possession of or controls the physical use of the leased property. Any tenant improvement allowance (including amounts that the tenant can take in the form of cash or a credit against its rent) that is funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term. In addition, when the Company concludes that the tenant is the owner of tenant improvements for accounting purposes, the Company records its contribution towards such improvements as a lease incentive, which is included in deferred leasing costs and acquisition-related intangible assets, net in its consolidated balance sheets and amortized as a reduction to rental income on a straight-line basis over the term of the related lease.
Tenant Reimbursements
Tenant reimbursements, consisting of amounts due from tenants for common area maintenance, property taxes and other recoverable costs, are recognized in rental income in the period the recoverable costs are incurred. Tenant reimbursements are recorded on a gross basis when the Company pays the associated costs directly to third-party vendors and are reimbursed subsequently by the tenants.
Allowances for Tenant and Deferred Rent Receivables
The Company carries its tenant and deferred rent receivables net of allowances for amounts that may not be collected. Prior to the Company’s adoption of Topic 842 on January 1, 2019, the allowances were increased or decreased through provision for bad debts in the Company’s condensed consolidated statement of operations. Upon the adoption of Topic 842 on January 1, 2019, the determination of the adequacy of the Company's allowances for tenant and deferred rent receivables includes a binary assessment of whether the amounts due under a tenant’s lease agreement are probable of collection.
For such amounts that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term. For such amounts that are deemed not probable of collection, revenue is recorded as the lesser of (i) the amount which would be recognized on a straight-line basis or (ii) cash that has been received from the tenant, with any current and deferred rent receivable balances charged as a direct write-off against rental income in the period of the change in the collectability determination.
Recent Accounting Pronouncements
New Accounting Standards Issued and Adopted
Effective January 1, 2019, the Company adopted Financial Accounting Standards Board ("FASB") ASU No. 2016-02 "Leases (Topic 842)" and the related FASB ASU Nos. 2018-10, 2018-11, 2018-20 and 2019-01, which provide practical expedients, technical corrections and improvements for certain aspects of ASU 2016-02, on a modified retrospective basis (collectively "Topic 842"). Topic 842 establishes a single comprehensive model for entities to use in accounting for leases and supersedes the existing leasing guidance. Topic 842 applies to all entities that enter into leases. Lessees are required to report assets and liabilities that arise from leases. Lessor accounting has largely remained unchanged; however, certain refinements were made to conform with revenue recognition guidance, specifically related to the allocation and recognition of contract consideration earned from lease and non-lease revenue components. The Company currently does not have any exposure to Topic 842 from the perspective of a lessee as the operating lease is borne by the Sponsor. The Company's exposure to Topic 842 is primarily as a lessor. The Company has elected to apply the applicable practical expedients provided by Topic 842. If the Self-Management Transaction is completed, the Company will address the impact of being a lessee for its administrative offices.

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RW HOLDINGS NNN REIT, INC.
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

Lessor Accounting
As a lessor, the Company’s leases with tenants generally provide for the lease of real estate properties, as well as common area maintenance, property taxes and other recoverable costs. Under Topic 842, the lease of space is considered a lease component while the common area maintenance, property taxes and other recoverable costs billings are considered nonlease components, which fall under revenue recognition guidance in Topic 606. However, upon adopting the guidance in Topic 842, the Company determined that its tenant leases met the criteria to apply the practical expedient provided by ASU 2018-11 to recognize the lease and non-lease components together as one single component. This conclusion was based on the consideration that 1) the timing and pattern of transfer of the nonlease components and associated lease component are the same, and 2) the lease component, if accounted for separately, would be classified as an operating lease. As the lease of properties is the predominant component of the Company’s leasing arrangements, the Company accounted for all lease and nonlease components as one-single component under Topic 842. As a result, the adoption of Topic 842 did not have any impact on the Company’s timing or pattern of recognition of rental revenues as compared to previous guidance. To reflect recognition as one lease component, rental income and tenant reimbursements and other lease related property income that meet the requirements of the practical expedient provided by ASU 2018-11 have been combined under rental income subsequent to the adoption of Topic 842 for the three and nine months ended September 30, 2019 in the Company’s consolidated statements of operations. The Company also made a conforming reclassification for the prior year’s tenant reimbursements. For the three month periods ended September 30, 2019 and 2018, tenant reimbursements included in rental income amounted to $1,328,373 and $815,216, respectively, and for the nine month periods ended September 30, 2019 and 2018, tenant reimbursements included in rental income amounted to $3,514,836 and $2,076,735, respectively.
Prior to the adoption of Topic 842, lessor costs for certain services directly reimbursed by tenants have already been presented by the Company on a gross basis in revenues and expenses.
Leasing Costs
Upon adoption of Topic 842, the Company elected to apply the package of practical expedients provided and did not reassess the following as of January 1, 2019: 1) whether any expired or existing contracts are leases or contain leases; 2) the lease classification for any expired or existing leases; and 3) initial direct costs for any existing leases. Under Topic 842, initial direct costs for both lessees and lessors would include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. As a result, beginning January 1, 2019, the Company will no longer capitalize internal leasing costs and third-party legal leasing costs and will instead expense these costs as incurred. These expenses will be included in legal leasing costs under general and administrative expenses in the Company's consolidated statements of operations. During the three months ended March 31, 2019, the Company did not incur any indirect leasing costs which would have been capitalized prior to the adoption of Topic 842. The election of the package of practical expedients described above permits the Company to continue to account for its leases that commenced before January 1, 2019 under the previously existing lease accounting guidance for the remainder of their lease terms, and to apply the new lease accounting guidance to leases entered into or acquired commencing or modified after January 1, 2019.
Allowances for Tenant and Deferred Rent Receivables
Upon the adoption of Topic 842 on January 1, 2019, the Company’s determination of the adequacy of its allowances for tenant receivables includes a binary assessment of whether or not the amounts due under a tenant’s lease agreement are probable of collection. For such amounts that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term. For such amounts that are deemed not probable of collection, revenue is recorded as the lesser of (i) the amount which would be recognized on a straight-line basis or (ii) cash that has been received from the tenant, with any tenant and deferred rent receivable balances charged as a direct write-off against rental income in the period of the change in the collectability determination. In addition, for tenant and deferred rent receivables deemed probable of collection the Company also may record an allowance under other authoritative GAAP depending upon the Company’s evaluation of the individual receivables, specific credit enhancements, current economic conditions, and other relevant factors. Such allowances are recorded as increases or decreases through rental income in the Company’s consolidated statements of operations.

16

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RW HOLDINGS NNN REIT, INC.
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

New Accounting Standards Recently Issued and Not Yet Adopted
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework -Changes to the Disclosure Requirements for Fair Value Measurement ("ASU No. 2018-13"). ASU No. 2018-13 removes the requirement to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for the timing of transfers between levels and the valuation processes for Level 3 fair value measurements. It also adds a requirement to disclose changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and to disclose the range and weighted average of significant unobservable inputs used to develop recurring and nonrecurring Level 3 fair value measurements. For certain unobservable inputs, entities may disclose other quantitative information in lieu of the weighted average if the other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop the Level 3 fair value measurement. In addition, public entities are required to provide information about the measurement uncertainty of recurring Level 3 fair value measurements from the use of significant unobservable inputs if those inputs reasonably could have been different at the reporting date. ASU 2016-02 is effective for the Company beginning January 1, 2020. Entities are permitted to early adopt either the entire standard or only the provisions that eliminate or modify the requirements. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company is still evaluating the impact of adopting ASU No. 2018-13 on its consolidated financial statements.
NOTE 3. CONDENSED CONSOLIDATED BALANCE SHEETS DETAILS
Tenant Receivables
Tenant receivables consisted of the following:
 
September 30,
2019
 
December 31,
2018
Straight-line rent
$
3,222,975

 
$
2,231,966

Tenant rent
78,355

 
312,171

Tenant reimbursements
1,452,152

 
1,019,355

Tenant other
216,414

 
95,622

Total
$
4,969,896

 
$
3,659,114

Other Assets
Other assets as of September 30, 2019 includes $1,626,170 of Merger related costs which are expected to be capitalized and allocated to the assets acquired upon completion of the Merger.
Accounts Payable, Accrued and Other Liabilities
Accounts payable, accrued and other liabilities were comprised of the following:
 
September 30,
2019
 
December 31,
2018
Accounts payable
$
270,000

 
$
227,793

Accrued expenses (a)
2,860,798

 
1,421,197

Accrued dividends
937,864

 
749,170

Accrued interest payable
424,743

 
445,481

Unearned rent
601,902

 
827,338

Deferred commission payable
1,200

 
1,650

Tenant improvement obligation
104,385

 
3,492,084

Total
$
5,200,892

 
$
7,164,713


17

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RW HOLDINGS NNN REIT, INC.
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

(a) Accrued expenses as of September 30, 2019 include $956,694 for Merger and Self-Management Transaction costs, including financial advisors' fees, legal fees and other costs incurred prior to September 30, 2019.
NOTE 4. REAL ESTATE INVESTMENTS, NET
As of September 30, 2019, the Company’s real estate investment portfolio consisted of 24 operating properties and one parcel of land in 13 states, consisting of: (i) nine retail, (ii) 10 office and (iii) five industrial properties and (iv) one parcel of land which currently serves as an easement to one of the Company’s office properties. The following table provides summary information regarding the Company’s real estate investment portfolio as of September 30, 2019:
Property
 
Location
 
Acquisition Date
 
Property Type
 
Land, Buildings and Improvements
 
Tenant Origination and Absorption Costs
 
Accumulated Depreciation and Amortization
 
Total Investment in Real Estate Property, Net
Accredo Health
 
Orlando, FL
 
6/15/2016
 
Office
 
$
9,855,847

 
$
1,053,637

 
$
(1,632,554
)
 
$
9,276,930

Walgreens
 
Stockbridge, GA
 
6/21/2016
 
Retail
 
4,147,948

 
705,423

 
(1,089,696
)
 
3,763,675

Dollar General
 
Litchfield, ME
 
11/4/2016
 
Retail
 
1,281,812

 
116,302

 
(115,701
)
 
1,282,413

Dollar General
 
Wilton, ME
 
11/4/2016
 
Retail
 
1,543,776

 
140,653

 
(148,072
)
 
1,536,357

Dollar General
 
Thompsontown, PA
 
11/4/2016
 
Retail
 
1,199,860

 
106,730

 
(111,167
)
 
1,195,423

Dollar General
 
Mt. Gilead, OH
 
11/4/2016
 
Retail
 
1,174,188

 
111,847

 
(106,584
)
 
1,179,451

Dollar General
 
Lakeside, OH
 
11/4/2016
 
Retail
 
1,112,872

 
100,857

 
(109,389
)
 
1,104,340

Dollar General
 
Castalia, OH
 
11/4/2016
 
Retail
 
1,102,086

 
86,408

 
(106,282
)
 
1,082,212

Dana
 
Cedar Park, TX
 
12/27/2016
 
Industrial
 
8,392,906

 
1,210,874

 
(1,369,527
)
 
8,234,253

Northrop Grumman
 
Melbourne, FL
 
3/7/2017
 
Office
 
12,382,991

 
1,341,199

 
(1,990,199
)
 
11,733,991

exp US Services
 
Maitland, FL
 
3/27/2017
 
Office
 
6,056,668

 
388,248

 
(552,750
)
 
5,892,166

Harley
 
Bedford, TX
 
4/13/2017
 
Retail
 
13,178,288

 

 
(821,054
)
 
12,357,234

Wyndham
 
Summerlin, NV
 
6/22/2017
 
Office
 
10,406,483

 
669,232

 
(727,108
)
 
10,348,607

Williams Sonoma
 
Summerlin, NV
 
6/22/2017
 
Office
 
8,079,612

 
550,486

 
(669,012
)
 
7,961,086

Omnicare
 
Richmond, VA
 
7/20/2017
 
Industrial
 
7,262,747

 
281,442

 
(526,725
)
 
7,017,464

EMCOR
 
Cincinnati, OH
 
8/29/2017
 
Office
 
5,960,610

 
463,488

 
(379,936
)
 
6,044,162

Husqvarna
 
Charlotte, NC
 
11/30/2017
 
Industrial
 
11,840,200

 
1,013,948

 
(667,321
)
 
12,186,827

AvAir
 
Chandler, AZ
 
12/28/2017
 
Industrial
 
27,357,900

 

 
(1,243,545
)
 
26,114,355

3M
 
DeKalb, IL
 
3/29/2018
 
Industrial
 
14,762,819

 
2,356,361

 
(1,919,910
)
 
15,199,270

Cummins
 
Nashville, TN
 
4/4/2018
 
Office
 
14,465,491

 
1,536,998

 
(1,158,736
)
 
14,843,753

Northrop Grumman Parcel
 
Melbourne, FL
 
6/21/2018
 
Land
 
329,410

 

 

 
329,410

24 Hour Fitness
 
Las Vegas, NV
 
7/27/2018
 
Retail
 
11,475,435

 
1,204,973

 
(540,709
)
 
12,139,699

Texas Health
 
Dallas, TX
 
9/13/2018
 
Office
 
6,976,703

 
713,221

 
(309,700
)
 
7,380,224

Bon Secours
 
Richmond, VA
 
10/31/2018
 
Office
 
10,042,551

 
800,356

 
(417,361
)
 
10,425,546

Costco
 
Issaquah, WA
 
12/20/2018
 
Office
 
27,292,418

 
2,765,136

 
(1,027,342
)
 
29,030,212

 
 
 
 
 
 
 
 
$
217,681,621

 
$
17,717,819

 
$
(17,740,380
)
 
$
217,659,060

Current Year Acquisitions and Dispositions
The Company did not acquire or dispose of any property during the nine months ended September 30, 2019. See Note 11 - Subsequent Events regarding a property acquisition that was completed in October 2019.

18

Table of Contents
RW HOLDINGS NNN REIT, INC.
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

Prior Year Acquisitions
During the nine months ended September 30, 2018, the Company acquired the following properties:
Property
 
Acquisition Date
 
Land
 
Buildings and Improvements
 
Tenant Origination and Absorption Costs
 
Below- Market Lease Intangibles
 
Total
3M
 
3/29/2018
 
$
758,780

 
$
14,004,039

 
$
2,356,361

 
$
(1,417,483
)
 
$
15,701,697

Cummins
 
4/4/2018
 
3,347,959

 
11,117,531

 
1,536,998

 

 
16,002,488

Northrop Grumman Parcel
 
6/21/2018
 
329,410

 

 

 

 
329,410

24 Hour Fitness
 
7/27/2018
 
3,121,985

 
8,331,352

 
1,204,974

 

 
12,658,311

Texas Health
 
9/13/2018
 
1,827,914

 
5,148,789

 
713,221

 

 
7,689,924

 
 
 
 
$
9,386,048

 
$
38,601,711

 
$
5,811,554

 
$
(1,417,483
)
 
$
52,381,830

Purchase price
 
$
52,381,830

Acquisition fees to affiliate
 
(1,518,750
)
Cash paid for acquisition of real estate investments
 
$
50,863,080

The capitalized acquisition fees paid to the Advisor for properties acquired during the nine months ended September 30, 2018 are as follows:
Property
 
Amount
3M
 
$
456,000

Cummins
 
465,000

Northrop Grumman Parcel
 
9,000

24 Hour Fitness
 
366,000

Texas Health
 
222,750

Total
 
$
1,518,750

The Company also paid the Advisor capitalized acquisition fees of $22,358 during the nine months ended September 30, 2018 related to additions to real estate investments. During the three and nine months ended September 30, 2018, the Company recognized $1,192,671 and $2,121,798, respectively, of total revenue related to the acquired properties.
The non-cancelable lease terms of the properties acquired during the nine months ended September 30, 2018 are as follows:
Property
 
Lease Expiration
3M
 
7/31/2022
Cummins
 
2/28/2023
24 Hour Fitness
 
3/31/2030
Texas Health
 
12/31/2025
Prior Year Disposition
The Company did not dispose of any property during the nine months ended September 30, 2018.

19

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RW HOLDINGS NNN REIT, INC.
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

Operating Leases
The Company’s real estate properties are primarily leased to tenants under triple-net or double net leases for which terms and expirations vary. The Company monitors the credit of all tenants to stay abreast of any material changes in credit quality. The Company monitors tenant credit by (1) reviewing the credit ratings of tenants (or their parent companies or lease guarantors) that are rated by national recognized rating agencies; (2) reviewing financial statements and related metrics and information that are publicly available or that are required to be provided pursuant to the lease; (3) monitoring news reports and press releases regarding the tenants (or their parent companies or lease guarantors), and their underlying business and industry; and (4) monitoring the timeliness of rent collections.
As of September 30, 2019, the future minimum contractual rent payments due to the Company under the Company’s non-cancelable operating leases, excluding any renewal periods, are as follows:
October through December 2019
 
$
4,429,061

2020
 
17,834,035

2021
 
16,752,518

2022
 
15,520,338

2023
 
13,317,933

2024
 
12,958,858

Thereafter
 
46,224,833

 
 
$
127,037,576

Revenue Concentration
The Company’s revenue concentration based on tenants representing greater than 10% of total revenues for the three and nine months ended September 30, 2019 and 2018 were as follows:
 
 
Three Months Ended
September 30, 2019
 
Three Months Ended
September 30, 2018
Property and Location
 
Revenue
 
Percentage of Total Revenue
 
Revenue
 
Percentage of Total Revenue
Costco, Issaquah, WA
 
$
662,585

 
10.8
%
 
$

 
%
AvAir, Chandler, AZ
 
$
671,406

 
11.0
%
 
$
630,095

 
13.3
%
3M, DeKalb, IL
 
$

 
%
 
$
527,065

 
11.2
%
 
 
Nine Months Ended
September 30, 2019
 
Nine Months Ended
September 30, 2018
Property and Location
 
Revenue
 
Percentage of Total Revenue
 
Revenue
 
Percentage of Total Revenue
Costco, Issaquah, WA
 
$
2,038,609

 
11.4
%
 
$

 
%
AvAir, Chandler, AZ
 
$
2,004,954

 
11.2
%
 
$
1,919,242

 
15.3
%
Asset Concentration
As of September 30, 2019 and December 31, 2018, the Company’s portfolio’s asset concentration (greater than 10% of total assets) was as follows:
 
 
September 30, 2019
 
December 31, 2018
Property and Location
 
Net Carrying Value
 
Percentage of Total Assets
 
Net Carrying
Value
 
Percentage of Total Assets
Costco, Issaquah, WA
 
$
29,030,212

 
11.7
%
 
$
29,974,716

 
11.9
%
AvAir, Chandler, AZ
 
$
26,114,355

 
10.3
%
 
$
26,634,909

 
10.6
%

20

Table of Contents
RW HOLDINGS NNN REIT, INC.
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

Intangibles
As of September 30, 2019, the Company’s lease intangibles were as follows:
 
Tenant Origination and Absorption Costs
 
Above-Market Lease Intangibles
 
Below-Market Lease Intangibles
Cost
$
17,717,819

 
$
783,115

 
$
(3,071,253
)
Accumulated amortization
(5,264,796
)
 
(271,651
)
 
831,664

Net amount
$
12,453,023

 
$
511,464

 
$
(2,239,589
)
The intangible assets acquired in connection with these acquisitions have a weighted average amortization period of approximately 7.3 years as of September 30, 2019. The amortization of intangible assets over the next five years is expected to be as follows:
 
Tenant Origination and Absorption Costs
 
Above-Market Lease Intangibles
 
Below-Market Lease Intangibles
October through December 2019
$
697,181

 
$
24,261

 
$
(118,598
)
2020
2,788,723

 
97,045

 
(474,391
)
2021
2,372,463

 
78,994

 
(474,391
)
2022
1,839,880

 
63,719

 
(306,829
)
2023
1,214,116

 
63,719

 
(78,369
)
2024
1,066,544

 
63,719

 
(67,420
)
Thereafter
2,474,116

 
120,007

 
(719,591
)
 
$
12,453,023

 
$
511,464

 
$
(2,239,589
)
 
 
 
 
 
 
Weighted-average remaining amortization period
6.8 years

 
6.6 years

 
9.7 years

NOTE 5. INVESTMENTS IN UNCONSOLIDATED ENTITIES
The Company’s investments in unconsolidated entities are as follows:
 
September 30,
2019
 
December 31,
2018
TIC Interest
$
10,478,651

 
$
10,749,332

REIT I
3,248,507

 
3,526,483

 
$
13,727,158

 
$
14,275,815

The Company’s income from investments in unconsolidated entities, net is as follows:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
TIC Interest
$
72,613

 
$
69,037

 
$
224,676

 
$
189,724

REIT I
(35,043
)
 
826

 
(57,118
)
 
(26,376
)
 
$
37,570

 
$
69,863

 
$
167,558

 
$
163,348


21

Table of Contents
RW HOLDINGS NNN REIT, INC.
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

TIC Interest
On September 28, 2017, the Company, through a wholly-owned subsidiary of the Operating Partnership, acquired an approximate 72.7% interest in an office property in San Clara, California. The remaining approximate 27.3% of undivided interest in the Santa Clara property is held by Hagg Lane II, LLC (an approximate 23.4%) and Hagg Lane III, LLC (an approximate 3.9%). The manager of Hagg Lane II, LLC and Hagg Lane III, LLC is a board member of the Sponsor. The Santa Clara property does not qualify as a variable interest entity and consolidation is not required as the Company’s TIC Interest does not control the property. Therefore, the Company accounts for the TIC Interest using the equity method. The Company receives approximately 72.7% of the cash flow distributions and recognizes approximately 72.7% of the results of operations. During the three months ended September 30, 2019 and 2018, the Company received $221,739 and $36,485 in cash distributions from its TIC Interest, respectively, and during the nine months ended September 30, 2019 and 2018, the Company received cash distributions from the TIC Interest of $495,357 and $353,021, respectively.
The following is summarized financial information for the Santa Clara property:
 
September 30,
2019
 
December 31,
2018
Assets:
 
 
 
Real estate investments, net
$
30,923,892

 
$
31,668,300

Cash and cash equivalents
541,151

 
466,379

Other assets
207,011

 
117,075

Total assets
$
31,672,054

 
$
32,251,754

Liabilities:
 
 
 
Mortgage notes payable
$
13,810,054

 
$
13,994,844

Below-market lease, net
2,990,965

 
3,103,778

Other liabilities
151,365

 
61,188

Total liabilities
16,952,384

 
17,159,810

Total equity
14,719,670

 
15,091,944

Total liabilities and equity
$
31,672,054

 
$
32,251,754

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Total revenues
$
672,011

 
$
643,600

 
$
2,032,004

 
$
1,965,612

Expenses:
 
 
 
 
 
 
 
Interest expense
144,329

 
146,861

 
430,215

 
437,846

Depreciation and amortization
248,136

 
248,136

 
744,408

 
743,485

Other expenses
179,680

 
153,654

 
548,378

 
523,348

Total expenses
572,145

 
548,651

 
1,723,001

 
1,704,679

Net income
$
99,866

 
$
94,949

 
$
309,003

 
$
260,933


22

Table of Contents
RW HOLDINGS NNN REIT, INC.
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

REIT I
The Company’s investment in REIT I represented an approximate 4.8% ownership interest as of September 30, 2019 and December 31, 2018. The Company recorded its share of income (loss) of REIT I based on REIT I’s results of operations for the three and nine months ended September 30, 2019 and 2018. During the three months ended September 30, 2019 and 2018, the Company received $75,746 and $68,316 in cash distributions, respectively, related to its investment in REIT I and during the nine months ended September 30, 2019 and 2018, the Company received cash distributions of $220,858 and $204,947, respectively. The following is summarized financial information for REIT I:
 
September 30,
2019
 
December 31,
2018
Assets:
 
 
 
Real estate investments, net
$
119,207,755

 
$
125,075,537

Cash and cash equivalents and restricted cash
2,888,310

 
3,376,145

Other assets
2,628,518

 
3,070,475

Total assets
$
124,724,583

 
$
131,522,157

Liabilities:
 
 
 
Mortgage notes payable, net
$
61,840,703

 
$
61,446,068

Below-market lease intangibles, net
2,460,720

 
3,105,843

Other liabilities
2,324,417

 
3,359,618

Total liabilities
66,625,840

 
67,911,529

Redeemable common stock

 
163,572

Total shareholders’ equity
58,098,743

 
63,447,056

Total liabilities and shareholders’ equity
$
124,724,583

 
$
131,522,157

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Total revenues
$
3,302,347

 
$
3,293,384

 
$
9,868,701

 
$
9,889,765

Expenses:
 
 
 
 
 
 
 
Depreciation and amortization
1,450,227

 
1,424,669

 
4,336,641

 
4,282,006

Interest expense
828,987

 
714,138

 
2,674,383

 
1,830,849

Impairment of real estate investment property (1)

 

 

 
862,190

Other expenses
1,746,989

 
1,133,547

 
4,150,881

 
3,520,467

Total expenses
4,026,203

 
3,272,354

 
11,161,905

 
10,495,512

Other income:
 
 
 
 
 
 
 
Other income (2)

 

 
113,773

 

Net loss
$
(723,856
)
 
$
21,030

 
$
(1,179,431
)
 
$
(605,747
)
(1)
During the second quarter of 2018, REIT I recorded an impairment charge of $862,190 related to its investment in a property in Antioch, California due to the expiration of the tenant’s lease term at December 31, 2017 and REIT I’s subsequent difficulties encountered during the first half of 2018 in its efforts to re-lease the property at acceptable rent rates and without incurring substantial tenant improvement costs. The impairment charge was less than 1.0% of REIT I’s total investments in real estate property and the book value of the property after the impairment charge was less than 2.0% of REIT I’s total investments in real estate property when recorded.
(2)
The gain on sale of real estate investment property of $113,773 during the nine months ended September 30, 2019 reflects the difference between the mortgage loan balance and related interest payable for the property in Antioch, California compared with its net book value when it was relinquished in a foreclosure sale on March 13, 2019.

23

Table of Contents
RW HOLDINGS NNN REIT, INC.
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

NOTE 6. DEBT
Mortgage Notes Payable
As of September 30, 2019 and December 31, 2018, the Company’s mortgage notes payable consisted of the following:
Collateral
 
Principal Amount
September 30, 2019
 
Principal Amount
December 31, 2018
 
Contractual
Interest
Rate (1)
 
Effective
Interest
Rate (1)
 
Loan
Maturity
Accredo/Walgreen properties
 
$
6,889,730

 
$
6,996,469

 
3.95%
 
3.95
%
 
7/1/2021
Dana property
 
4,572,030

 
4,632,398

 
4.56%
 
4.56
%
 
4/1/2023
Six Dollar General properties
 
3,834,828

 
3,885,334

 
4.69%
 
4.69
%
 
4/1/2022
Wyndham property (2)
 
5,742,900

 
5,820,600

 
One-month LIBOR+2.05%
 
4.34
%
 
6/5/2027
Williams Sonoma property (2)
 
4,551,900

 
4,615,800

 
One-month LIBOR+2.05%
 
4.05
%
 
6/5/2022
Omnicare property
 
4,293,753

 
4,349,963

 
4.36%
 
4.36
%
 
5/1/2026
Harley property
 
6,778,769

 
6,868,254

 
4.25%
 
4.25
%
 
9/1/2024
Northrop Grumman property
 
5,703,258

 
5,809,367

 
4.40%
 
4.40
%
 
3/2/2021
EMCOR property
 
2,875,046

 
2,911,577

 
4.35%
 
4.35
%
 
12/1/2024
exp US Services property
 
3,400,983

 
3,446,493

 
(3)
 
4.25
%
 
11/17/2024
Husqvarna property
 
6,379,182

 
6,379,182

 
(4)
 
4.60
%
 
2/20/2028
AvAir property
 
14,575,000

 
14,575,000

 
(5)
 
4.84
%
 
3/27/2028
3M property
 
8,320,000

 
8,360,000

 
One-month LIBOR+2.25%
 
5.09
%
 
3/29/2023
Cummins property
 
8,489,200

 
8,530,000

 
One-month LIBOR+2.25%
 
5.16
%
 
4/4/2023
24 Hour Fitness property (6)
 
6,308,926

 
8,900,000

 
4.64%
 
4.64
%
 
4/1/2049
Texas Health property (7)
 

 
4,842,500

 
One-month LIBOR+4.30%
 
6.56
%
 
3/13/2019
Bon Secours property
 
5,250,000

 
5,250,000

 
5.41%
 
5.41
%
 
9/15/2026
Costco property
 
18,850,000

 
18,850,000

 
4.85%
 
4.85
%
 
1/1/2030
Total mortgage notes payable
 
116,815,505

 
125,022,937

 
 
 
 
 
 
Less unamortized deferred financing costs