v3.26.1
Loans Payable
6 Months Ended
Jun. 30, 2026
Loans Payable  
Loans Payable

6.      Loans Payable

Mortgages Payable

The Company’s mortgages payable, net consists of the following:

June 30, 

Monthly

Interest

2026

December 31, 

Property

  ​ ​ ​

Payment

  ​ ​ ​

Rate

  ​ ​ ​

Maturity

  ​ ​ ​

(unaudited)

  ​ ​ ​

2025

Franklin Square (a)

 

$

61,800

 

3.81

%  

December 2031

$

$

13,015,840

Ashley Plaza (b)

52,795

 

3.75

%  

September 2029

 

 

10,220,312

Brookfield Center (c)

22,876

3.90

%

November 2029

4,325,259

4,377,112

Wells Fargo Mortgage Facility (Lancer Center) (d)

30,000

4.50

%

June 2027

4,762,909

5,502,446

Unamortized issuance costs, net

(46,570)

(286,847)

Total mortgages payable, net

 

  ​

 

  ​

$

9,041,598

$

32,828,863

(a)The mortgage loan for the Franklin Square Property in the original principal amount of $13,250,000 had a ten-year term and a maturity date of December 6, 2031. The mortgage loan bore interest at a fixed rate of 3.808% and was interest only until January 6, 2025, at which time the monthly payment became $61,800, which includes interest and principal based on a thirty-year amortization schedule. The mortgage loan included covenants for the Company to maintain a net worth of $13,250,000, excluding the assets and liabilities associated with the Franklin Square Property and for the Company to maintain liquid assets of no less than $1,000,000. The Company repaid the mortgage loan in March, 2026 and as of December 31, 2025 believes that it was compliant with these covenants.

(b)The mortgage loan for the Ashley Plaza Property bears interest at a fixed rate of 3.75% and was interest only for the first twelve
months.  Beginning on October 1, 2020, the monthly payment became $52,795 for the remaining term of the loan, which includes interest at the fixed rate, and principal, based on a thirty-year amortization schedule. In May 2026 the Company reclassified the mortgage loan to liabilities associated with assets held for sale.  The mortgage loan includes covenants for the Company to maintain a net worth of $11,400,000, excluding the liabilities associated with the mortgage loan for the Ashley Plaza Property, and for the Company to maintain liquid assets of no less than $1,140,000. As of June 30, 2026 and December 31, 2025, the Company believes that it is compliant with these covenants.

(c)The mortgage loan for the Brookfield Property bears interest at a fixed rate of 3.90% and was interest only for the first twelve months.  Beginning on November 1, 2020, the monthly payment became $22,876 for the remaining term of the loan, which includes interest at the fixed rate, and principal, based on a thirty-year amortization schedule.  The mortgage loan includes covenants for the Company to maintain a net worth of $4,850,000, excluding the liabilities associated with the mortgage loan for the Brookfield Property, and for the Company to maintain liquid assets of no less than $485,000. As of June 30, 2026 and December 31, 2025, the Company believes that it is compliant with these covenants.

(d)On June 13, 2022, the Company entered into a mortgage loan facility with Wells Fargo Bank (the “Wells Fargo Mortgage Facility”) in the principal amount of $18,609,500. The proceeds of this mortgage were used to finance the acquisition of the Salisbury Marketplace Property and to refinance the mortgages payable on the Lancer Center Property and the Greenbrier Business Center Property (the “Secured Properties”). The Wells Fargo Mortgage Facility bears interest at a fixed rate of 4.50% for a five-year term. The monthly payment was $103,438. The Company has provided an unconditional guaranty of the payment of and performance under the terms of the Wells Fargo Mortgage Facility. The Wells Fargo Mortgage Facility credit agreement includes covenants to maintain a debt service coverage ratio of not less than 1.50 to 1.00 on an annual basis, a combined minimum debt yield of 9.5% on the Secured Properties, and the maintenance of liquid assets of not less than $1,500,000. As of June 30, 2026 and December 31, 2025, the Company believes that it is compliant with these covenants.

On October 23, 2025 and February 13, 2026, the Company sold the Salisbury Marketplace and Greenbrier Business Center Properties, respectively and used $5,145,479 and $7,000,000, respectfully, of the net proceeds of the sales to reduce the principal balance of the Wells Fargo Mortgage Facility in exchange for Wells Fargo releasing its security interest in the respective properties. As of December 31, 2025 the portion of the Wells Fargo Mortgage Facility allocated to the Greenbrier Business Center Property was included in mortgages payable, net, associated with assets held for sale on the Company’s condensed consolidated balance sheet. As of June 30, 2026, the monthly payment is $30,000 and the remaining outstanding balance of the Wells Fargo Mortgage Facility is secured solely by the Lancer Center Property.

The Company’s mortgages payables, net, associated with assets held for sale, consists of the following:

June 30, 

Monthly

Interest  

2026

December 31, 

Property

Payment

  ​ ​ ​

Rate

Maturity

  ​ ​ ​

(unaudited)

  ​ ​ ​

2025

Parkway Property (a)

$

37,310

 

Variable

November 2031

 

$

 

$

4,683,797

Wells Fargo Mortgage Facility (Greenbrier Business Center) (see note (d), above)

46,561

4.50

%

June 2027

6,356,947

Tesla DST Mortgage (b)

Interest only

Variable

November 2030

7,505,754

Ashley Plaza (see note (b) above)

52,795

 

3.75

%  

September 2029

10,038,612

Total mortgages payable, net, associated with assets held for sale

 

  ​

$

10,038,612

$

18,546,498

(a)The interest rate for the mortgage loan for the Parkway Property was based on the Secured Overnight Financing Rate (“SOFR”), with a margin of 236.44 basis points.  Under the terms of the mortgage, the interest rate payable each month shall not change by greater than 1% during any six-month period and 2% during any 12-month period.  As of December 31, 2025 the rate in effect for the Parkway Property mortgage was 6.24%. The monthly payment, which varies based on the interest rate in effect each month, included interest at the variable rate, and principal based on a thirty-year amortization schedule.  The mortgage loan for the Parkway Property included a covenant to maintain a debt service coverage ratio of not less than 1.30 to 1.00 on an annual basis. The Company repaid the mortgage loan in February, 2026, and as of December 31, 2025, believes that it was compliant with this covenant.

(b)On November 7, 2025, the Company’s subsidiary, MDRR XXV DST 1, entered into a mortgage loan with Pinnacle Bank (the “Tesla DST Mortgage”).  The Tesla DST Mortgage has a five year term, is interest only and bears interest at a variable rate based on SOFR plus 2.5%. As of June 30, 2026 and December 31, 2025, SOFR was 3.63% and 3.69%, respectively.  The Tesla DST Mortgage is non-recourse to the Company, except for fraud, intentional misrepresentation, gross negligence, physical
waste and other similar acts or omissions.   Under the terms of the Tesla DST Mortgage, the failure of the borrower to maintain a minimum debt service coverage ratio (“DSCR”) of 1.25 constitutes a “trigger event” under which borrower would be required to establish a cash management account to which all rents and profits would be deposited and remain under the control of the lender until the trigger event is terminated.  The Tesla Pensacola Property’s DSCR will be tested on a trailing 12 month basis starting on the first anniversary of the issuance of the Tesla DST Mortgage.  However, as of June 30, 2026 and December 31, 2025, the Company believes it is compliant with the DSCR requirement.  On June 22, 2026 the Company deconsolidated the XXV DST and no longer carries the Tesla DST Mortgage on its condensed consolidated balance sheet.

Pledged Asset Line

During the three months ended June 30, 2026, the Company entered into a Pledged Asset Line Agreement (the “PAL Agreement”) with Charles Schwab & Co., Inc. (“Schwab”). The PAL Agreement provides for a revolving, non-purpose margin credit facility, secured by a first-priority lien on the Company’s brokerage account maintained at Schwab (the “Collateral Account”), of an amount based on the collateral value in the Collateral Account.  The Company holds its marketable securities in the Collateral Account.  Based on the collateral value in the Collateral Account as of June 30, 2026, the Company is permitted to borrow up to approximately $16.5 million under the PAL Agreement.

Borrowings under the PAL Agreement bear interest at a variable rate based on the SOFR plus 75 basis points.  As of June 30, 2026, SOFR was 3.63%.  The PAL Agreement contains customary events of default, including, without limitation, failure to make any payment upon demand or otherwise when due or deposit additional collateral when required under the PAL Agreement; initiation of a bankruptcy petition or other insolvency proceeding; any event of default under any security agreement executed in connection with the Collateral Account; or the insufficiency of the value of the financial assets in the Collateral Account.

As of June 30, 2026, the outstanding balance on the PAL Agreement was $0.  

Farmers Line of Credit

On July 18, 2025, in connection with the completion of the acquisition of the Tesla Pensacola Property discussed in Note 3, above, the Company, through its wholly-owned subsidiaries, entered into a loan agreement with Farmers and Merchants Bank of Long Beach, for the Farmers Line of Credit in the maximum amount of $14,700,000. The Farmers Line of Credit is cross collateralized by the Tesla Pensacola Property, the Citibank Property, the Buffalo Wild Wings Property, and the United Rentals. Amounts outstanding under the Farmers Line of Credit bear interest at a floating rate pegged to the prime rate announced by Farmers.

On November 7, 2025, in connection with the Company’s contribution of the Tesla Pensacola Property to the XXV DST, the Company repaid $7,350,000 of the Farmers Line of Credit and Farmers released its lien on the Tesla Pensacola Property.  During November and December 2025, the Company made additional principal payments of $2,000,000 and $948,997, respectively.  On December 30, 2025, the Company used $4,401,003 from the proceeds of the sale of the Buffalo Wild Wings and United Rentals Properties to complete the repayment of the Farmers Line of Credit.  

The Farmers Line of Credit was unconditionally guaranteed by the Company and the Operating Partnership, had a one-year term, maturing on August 10, 2026.  As of June 30, 2026 and December 31, 2025, respectively, the balance of the Farmers Line of Credit was $0.  

Tesla DST Mortgage

On November 7, 2025, in connection with the contribution of the Tesla Pensacola Property to the XXV DST discussed in Note 3, the XXV DST entered into the Tesla DST Mortgage with Pinnacle Bank for a principal amount of $7,710,000.  The Pinnacle Loan is collateralized by the Tesla Pensacola Property. Amounts outstanding under the Pinnacle Loan bear interest at a floating rate of one month SOFR plus 2.5%.  As of  June 30, 2026 and December 31, 2025, SOFR was 3.63% and 3.69%, respectively.  The Pinnacle Loan provides for monthly interest only payments and has a five-year term and matures on November 7, 2030. The XXV DST received $6,932,061 in net proceeds which was used to fund a portion of the total consideration associated with the Company’s contribution of the Tesla Pensacola Property to the XXV DST.  The Company used these proceeds, and cash on hand, to make a $7,350,000 principal repayment on the Farmers Line of Credit.  

In connection with the Tesla DST Mortgage, the Operating Partnership agreed to provide a limited guaranty (the “Guaranty”) with respect to certain potential costs, expenses, losses, damages and other sums for which the XXV DST is directly liable under the Tesla DST Mortgage, including losses or damages that may result from certain intentional actions committed by the XXV DST in

violation of the Tesla DST Mortgage. The Operating Partnership also provide a guaranty of the principal balance and any interest or other sums outstanding under the Tesla DST Mortgage in the event of certain bankruptcy or insolvency proceedings involving the XXV DST.

On June 30, 2026 the Company deconsolidated the XXV DST and no longer reports the Tesla DST Mortgage on its condensed consolidated balance sheet.

Interest Rate Protection Transactions

Parkway Mortgage Loan

On October 28, 2021, the Company entered into an interest rate protection transaction to limit its exposure to increases in interest rates on the variable rate mortgage loan on the Parkway Property (the “Interest Rate Protection Transaction”).  Under this agreement, the Company’s interest rate exposure is capped at 5.25% if USD 1-Month ICE LIBOR exceeds 3%. Effective on July 1, 2023, the interest rate index under the Interest Rate Protection Transaction automatically converted to SOFR.  As of December 31, 2025, SOFR was 3.69%. In accordance with the guidance on derivatives and hedging, the Company records all derivatives on the balance sheet at fair value under other assets with changes in fair value being included in other income on its condensed consolidated statements of operations. The fair value of the Interest Rate Protection Transaction is determined using Level 2 inputs. See Note 9 for additional information. The Company terminated the Interest Rate Protection Transaction on February 13, 2026 in conjunction with the sale of the Parkway Property.  

For the period from September 1, 2022 through June 30, 2023, LIBOR, and for the period from July 1, 2023 through the February 13, 2026 repayment of the Parkway mortgage, SOFR exceeded the 3% cap, and payments from the Interest Rate Protection Transaction reduced the Company’s net interest expense. Payments to the Company from the Interest Rate Protection Transaction are recorded as an offset to interest expense on the Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2026 and 2025.

Tesla DST Mortgage

Concurrent with the Pinnacle Loan closing the XXV DST entered into an interest rate swap agreement with Pinnacle Bank (the “Interest Rate Swap”) to fix the interest rate at 5%.  The Interest Rate Swap has a $7,710,000 notional amount and provides for the XXV DST to make monthly payments to Pinnacle Bank based on a fixed 5% rate and for Pinnacle Bank to make monthly payments to the XXV DST based on a variable amount of one month SOFR plus 2.5%.  The XXV DST paid a premium of $417,136 to secure the 5% fixed rate.  The Interest Rate Swap matures concurrently with the maturity of the Tesla DST Mortgage, or November 7, 2030. The Company has not designated the Interest Rate Swap as a hedge and consequently hedge accounting will not apply.  

In accordance with the guidance on derivatives, the Company records all derivatives on the balance sheet at fair value under other assets with changes in fair value being included in other income on its condensed consolidate statements of operations. The fair value of the Interest Rate Swap is determined using Level 2 inputs. See Note 9 for additional information.

On June 30, 2026 the Company deconsolidated the XXV DST and no longer records the Interest Rate Swap on its condensed consolidated balance sheet.

Wells Fargo Line of Credit

In 2024, the Company, through its wholly-owned subsidiaries, entered into an amended and restated Revolving Line of Credit Note with Wells Fargo Bank, National Association for up to $4,000,000.  There were no borrowings or activity under this note during the periods presented.  In April 2025 the Company terminated the Revolving Line of Credit Note and Wells Fargo Bank, National Association released its security interest in the Citibank Property.

Loss on Extinguishment of Debt

Upon the sale of the Greenbrier Business Center Property, the Parkway Property and the Franklin Square Property, the Company repaid the mortgages payable that were secured by each of these properties.   The Company accounted for the repayment of the mortgage payable under debt extinguishment accounting in accordance with ASC 470.

On February 13, 2026, the Company sold the Greenbrier Business Center Property and repaid a portion of the Wells Fargo Mortgage facility that was partially secured by the Greenbrier Business Center Property. During the six months ended June 30, 2026, the Company recorded a loss on extinguishment of debt of $112,203 consisting of $11,195 in unamortized loan issuance costs and $101,008 in prepayment fees to the lender. No such loss was recorded during the six months ended June 30, 2025.

On February 27, 2026, the Company and its tenant in common partner sold the Parkway Property and repaid the mortgage loan secured by the Parkway Property.  During the six months ended June 30, 2026, the Company recorded a loss on extinguishment of debt of $64,320 consisting of unamortized loan issuance costs.  No such loss was recorded during the six months ended June 30, 2025.

On March 30, 2026, the Company sold the Franklin Square Property and repaid the mortgage loan secured by the Franklin Square Property. During, the six months ended June 30, 2026, the Company recorded a loss on extinguishment of debt of $195,817 consisting of $165,505 of unamortized loan issuance costs and $30,312 in costs associated with the defeasance of the mortgage loan.  No such loss was recorded during the six months ended June 30, 2025.

Interest Expense

Interest expense, including amortization of capitalized issuance costs consists of the following:

For the three months ended June 30, 2026

(unaudited)

  ​ ​ ​

  ​ ​ ​

Amortization

  ​ ​ ​

Interest rate

  ​ ​ ​

Mortgage

of discounts and

protection

Interest

capitalized

transaction

Expense

issuance costs

payments

Total

Ashley Plaza

$

96,088

 

$

2,905

 

$

 

$

98,993

Brookfield Center

 

42,810

 

1,892

 

 

44,702

Wells Fargo Mortgage Facility

54,432

2,159

56,591

Tesla Pensacola (Pinnacle Bank)

119,759

(22,313)

97,446

Total interest expense

$

313,089

$

6,956

$

(22,313)

$

297,732

For the three months ended June 30, 2025

(unaudited)

  ​ ​ ​

  ​ ​ ​

Amortization

  ​ ​ ​

Interest rate

  ​ ​ ​

  ​ ​ ​

Mortgage

of discounts and

protection

Other

Interest

capitalized

transaction

interest

Expense

issuance costs

payments

expense

Total

Franklin Square

$

126,603

 

$

7,093

 

$

  ​ ​ ​

$

 

$

133,696

Ashley Plaza

 

98,392

 

4,357

 

 

 

102,749

Brookfield Center

 

43,802

 

2,837

 

 

 

46,639

Parkway Center

80,060

 

2,757

 

(18,447)

 

 

64,370

Wells Fargo Mortgage Facility

197,385

 

12,135

 

 

 

209,520

Other interest

 

 

 

 

1,866

 

1,866

Total interest expense

$

546,242

$

29,179

$

(18,447)

$

1,866

$

558,840

 

For the six months ended June 30, 2026

(unaudited)

 

  ​ ​ ​

Amortization

  ​ ​ ​

Interest rate

  ​ ​ ​

  ​ ​ ​

 

Mortgage

of discounts and

protection

Other

 

Interest

capitalized

transaction

interest

 

Expense

issuance costs

payments

expense

Total

Franklin Square

$

81,055

  ​ ​ ​

$

2,364

  ​ ​ ​

$

  ​ ​ ​

$

  ​ ​ ​

$

83,419

Ashley Plaza

 

191,708

 

 

7,262

 

 

 

 

 

 

198,970

Brookfield Center

 

85,402

 

 

4,730

 

 

 

 

 

 

90,132

Parkway Center

44,605

(6,760)

37,845

Wells Fargo Mortgage Facility

145,759

3,779

102

149,640

Tesla Pensacola DST (Pinnacle Bank)

238,874

(45,053)

193,821

Total interest expense

$

787,403

$

18,135

$

(51,813)

$

102

$

753,827

For the six months ended June 30, 2025

(unaudited)

 

  ​ ​ ​

Amortization

  ​ ​ ​

Interest rate

  ​ ​ ​

  ​ ​ ​

 

Mortgage

of discounts and

protection

Other

 

Interest

capitalized

transaction

interest

 

Expense

issuance costs

payments

expense

Total

Franklin Square

$

252,380

$

14,186

$

  ​ ​ ​

$

$

266,566

Ashley Plaza

 

196,269

 

8,715

 

 

 

 

204,984

Brookfield Center

 

87,365

 

5,675

 

 

 

 

93,040

Parkway Center

160,374

5,513

(30,872)

135,015

Wells Fargo Mortgage Facility

 

393,879

 

24,270

 

 

 

 

418,149

Wells Fargo Line of Credit

 

2,500

2,500

Amortization and preferred stock dividends on mandatorily redeemable preferred stock

2,404

 

5,066

7,470

Other interest

 

 

 

 

 

4,132

 

4,132

Total interest expense

$

1,090,267

$

60,763

$

(30,872)

$

11,698

$

1,131,856

Interest accrued and accumulated amortization of capitalized issuance costs consist of the following:

As of June 30, 2026

(unaudited)

As of December 31, 2025

  ​ ​ ​

  ​ ​ ​

Accumulated

  ​ ​ ​

  ​ ​ ​ ​

Accumulated

amortization of

amortization

Accrued

capitalized

Accrued

of capitalized

interest

issuance costs

interest

issuance costs

Franklin Square

$

$

$

42,682

$

115,852

Ashley Plaza

 

 

 

 

110,399

Brookfield Center

 

 

75,675

 

 

70,945

Parkway Center

24,678

Wells Fargo Mortgage Facility

38,357

34,580

Tesla Pensacola (Pinnacle Bank)

(9,114)

(1)

Total

$

$

114,032

$

58,246

$

331,776

(1)

Reflects the payment for the month of December 2025 under the Interest Rate Swap for the Tesla DST Mortgage which was received on January 2, 2026.  

Debt Maturity

The Company’s scheduled principal repayments on indebtedness as of June 30, 2026 are as follows:

Mortgages Payable

Mortgages Payable Associated with Assets Held for Sale

Total

For the remaining six months ending December 31, 2026

  ​ ​ ​

$

123,661

  ​ ​ ​ ​

$

125,321

  ​ ​ ​

$

248,982

2027

 

4,798,657

258,976

5,057,633

2028

 

111,340

267,957

379,297

2029

 

4,054,510

9,442,995

13,497,505

2030

 

Total principal payments and debt maturities

9,088,168

10,095,249

19,183,417

Less unamortized issuance costs

 

(46,570)

 

(56,637)

 

(103,207)

Net principal payments and debt maturities

$

9,041,598

$

10,038,612

$

19,080,210