Notes to Consolidated Financial Statements
1. Organization, Basis of Presentation and Significant Accounting Policies
Gladstone Commercial Corporation was incorporated under the General Corporation Law of the State of Maryland on February 14, 2003. We have elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes. We focus on acquiring, owning and managing primarily industrial and office properties. Subject to certain restrictions and limitations, our business is managed by Gladstone Management Corporation, a Delaware corporation (the “Adviser”), and administrative services are provided by Gladstone Administration, LLC, a Delaware limited liability company (the “Administrator”), each pursuant to a contractual arrangement with us. Our Adviser and Administrator collectively employ all of our personnel and pay their salaries, benefits, and general expenses directly. Gladstone Commercial Corporation conducts substantially all of its operations through a subsidiary, Gladstone Commercial Limited Partnership, a Delaware limited partnership (the “Operating Partnership”).
All further references herein to “we,” “our,” “us” and the “Company” mean Gladstone Commercial Corporation and its consolidated subsidiaries, except where it is made clear that the term means only Gladstone Commercial Corporation. All references herein and throughout the Notes to Consolidated Financial Statements to the number of properties and square footage are unaudited.
Subsidiaries
We conduct substantially all of our operations through the Operating Partnership. We currently control the sole general partner of the Operating Partnership and own, directly or indirectly, a majority of the limited partnership interests in the Operating Partnership (“Non-controlling OP Units”) through two of our subsidiaries, GCLP Business Trust I and II. The financial position and results of operations of the Operating Partnership are consolidated within our financial statements. As of December 31, 2022 and 2021, the Company owned 99.0% and 99.3%, respectively, of the outstanding OP Units (See Note 8, “Equity and Mezzanine Equity” for additional discussion regarding OP Units).
Gladstone Commercial Lending, LLC, a Delaware limited liability company (“Gladstone Commercial Lending”), a subsidiary of ours, was created to conduct all operations related to our real estate mortgage loans. As the Operating Partnership currently owns all of the membership interests of Gladstone Commercial Lending, the financial position and results of operations of Gladstone Commercial Lending are consolidated with ours.
Gladstone Commercial Advisers, Inc., a Delaware corporation (“Commercial Advisers”), and wholly-owned taxable REIT subsidiary (“TRS”) of ours, was created to collect any non-qualifying income related to our real estate portfolio. There has been no such income earned to date. Since we own 100% of the voting securities of Commercial Advisers, the financial position and results of operations of Commercial Advisers are consolidated within our financial statements.
GCLP Business Trust I and GCLP Business Trust II, each a subsidiary and business trust of ours, were formed under the laws of the Commonwealth of Massachusetts on December 28, 2005. We transferred our 99% limited partnership interest in the Operating Partnership to GCLP Business Trust I in exchange for 100 shares of the trust. Gladstone Commercial Partners, LLC, a subsidiary of ours, transferred its 1% general partnership interest in the Operating Partnership to GCLP Business Trust II in exchange for 100 trust shares.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates.
Real Estate and Lease Intangibles
We record investments in real estate at cost and capitalize improvements and replacements when they extend the useful life or improve the efficiency of the asset. We expense costs of repairs and maintenance as such costs are incurred. We compute depreciation using the straight-line method over the estimated useful life, or up to 39 years, for buildings and improvements, five to 20 years for equipment and fixtures, and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.
Most properties that we acquire are already being operated as rental properties, which we consider to be asset acquisitions under Accounting Standards Codification (“ASC”) 360, “Property Plant and Equipment” (“ASC 360”). When an acquisition is considered an asset acquisition, ASC 360 requires that the purchase price of real estate be allocated to the acquired tangible assets and liabilities, consisting of land, building, tenant improvements, long-term debt assumed and identified intangible assets and liabilities, typically the value of above-market and below-market leases, the value of in-place leases, the value of lease origination costs and the value of tenant relationships, based in each case on their fair values. ASC 360 allows us to capitalize all expenses related to an acquisition accounted for as an asset acquisition into the cost of the acquisition.
Management’s estimates of fair value are made using methods similar to those used by independent appraisers (e.g. discounted cash flow analysis). Factors considered by management in its analysis include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions and costs to execute similar leases. We also consider information obtained about each property as a result of our pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired and liabilities assumed. In estimating carrying costs, management also includes lost reimbursement of real estate taxes, insurance and other operating expenses as well as estimates of lost rents at market rates during the hypothetical expected lease-up periods, which generally range from nine to 18 months, depending on specific local market conditions. Management also estimates costs to execute similar leases, including leasing commissions, legal and other related expenses to the extent that such costs are not already incurred in connection with a new lease origination as part of the transaction.
We allocate purchase price to the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant. The “as-if-vacant” value is allocated to land, building and tenant improvements based on management’s determination of the relative fair values of these assets on the date of acquisition.
Above-market and below-market in-place lease fair values for acquired properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. When determining the non-cancelable term of the lease, we evaluate which fixed-rate renewal options, if any, should be included. The capitalized above-market lease values, included in the accompanying consolidated balance sheets as part of deferred rent receivable, are amortized as a reduction of rental income over the remaining non-cancelable terms of the respective leases. Total amortization related to above-market lease values was $0.8 million, $0.8 million, and $0.8 million for the years ended December 31, 2022, 2021, and 2020, respectively. The capitalized below-market lease values, included in the accompanying consolidated balance sheets as part of deferred rent liability, are amortized as an increase to rental income over the remaining non-cancelable terms of the respective leases, including any below market renewal periods. Total amortization related to below-market lease values was $5.1 million, $4.1 million, and $2.8 million for the years ended December 31, 2022, 2021, and 2020, respectively.
The total amount of the remaining intangible assets acquired, which consists of in-place lease values, lease origination costs, and customer relationship intangible values, are allocated based on management’s evaluation of the specific characteristics of each tenant’s lease and our overall relationship with that respective tenant. Characteristics to be considered by management in determining these values include the nature and extent of our existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and our expectations of lease renewals (including those existing under the terms of the lease agreement), among other factors.
The value of in-place leases and lease origination costs are amortized to amortization expense over the remaining term of the respective leases, which generally range from seven to 15 years. The value of customer relationship intangibles, which is the benefit to us resulting from the likelihood of an existing tenant renewing its lease, are amortized to amortization expense over the remaining term and any anticipated renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. Total amortization expense related to these intangible assets and liabilities was $19.1 million, $20.7 million, and $19.4 million for the years ended December 31, 2022, 2021, and 2020, respectively.
Should a tenant terminate its lease, the unamortized portion of the above-market and below-market lease values would be charged to rental income and the unamortized portion of in-place lease values, lease origination costs and customer relationship intangibles will be charged to amortization expense through the revised termination date.
Impairment Charges
We account for the impairment of real estate in accordance with ASC 360-10-35, “Property, Plant, and Equipment,” which requires us to periodically review the carrying value of each property to determine if circumstances indicate impairment of the carrying value of the investment exists or that depreciation periods should be modified. If circumstances indicate the possibility of impairment, we prepare a projection of the undiscounted future cash flows, without interest charges, of the specific property and determine if the carrying value of the investment in such property is recoverable. In performing the analysis, we consider such factors as each tenant’s payment history and financial condition, the likelihood of lease renewal, business conditions in the industry in which the tenants operate, whether there are indications that the fair value of the real estate has decreased or our intended holding period of the property is shortened. If the carrying amount is more than the aggregate undiscounted future cash flows, we would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property. We evaluate our entire portfolio of properties each quarter for any impairment indicators and perform an impairment analysis on those select properties that have an indication of impairment.
Held for Sale Property
For properties considered held for sale, we cease depreciating and amortizing the property and value the property at the lower of depreciated and amortized cost or fair value, less costs to dispose. We present qualifying assets and liabilities and the results of operations that have been sold, or otherwise qualify as held for sale, as discontinued operations in all periods when the sale meets the definition of discontinued operations. Under GAAP, the definition of discontinued operations is the disposal of a component or group of components that is disposed or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on our operations and financial results. The components of the property’s net income (loss) that are reflected as discontinued operations if classified as such include operating results, depreciation, amortization, and interest expense.
When properties are considered held for sale, but do not qualify as a discontinued operation, we present qualifying assets and liabilities as held for sale in the consolidated balance sheet in all periods that the qualifying assets and liabilities meet the held for sale criteria under ASC 360-10-49-9. The components of the held for sale property’s net income (loss) is recorded within continuing operations under the consolidated statement of operations and comprehensive income.
Cash and Cash Equivalents
We consider cash equivalents to be short-term, highly-liquid investments that are both readily convertible to cash and have a maturity of three months or less at the time of purchase, except that any such investments purchased with funds held in escrow or similar accounts are classified as restricted cash. Items classified as cash equivalents include money-market deposit accounts. At times, the balance of our cash and cash equivalents may exceed federally insurable limits.
Restricted Cash
Restricted cash consists of security deposits and receipts from tenants for reserves. These funds will be released to the tenants upon completion of agreed upon tasks, as specified in the lease agreements, mainly consisting of maintenance and repairs on the buildings and upon receipt by us of evidence of insurance and tax payments. For purposes of the consolidated statements of cash flows, changes in restricted cash caused by changes in reserves held for tenants are shown as investing activities. Changes in restricted cash caused by changes in security deposits are reflected as financing activities.
Funds Held in Escrow
Funds held in escrow consist of funds held by certain of our lenders for properties held as collateral by these lenders. These funds will be released to us upon completion of agreed upon tasks, as specified in the mortgage agreements, mainly consisting of maintenance and repairs on the buildings, and when evidence of insurance and tax payments has been submitted to the lenders. For the purposes of the consolidated statements of cash flows, changes in funds held in escrow caused by changes in lender held reserve balances are shown as investing activities.
Deferred Financing Costs
Deferred financing costs consist of costs incurred to obtain financing, including legal fees, origination fees and administrative fees. The costs are deferred and amortized using the straight-line method, which approximates the effective interest method, over the term of the secured financing. We made payments of $5.4 million, $0.8 million, and $0.6 million for deferred financing costs during the years ended December 31, 2022, 2021, and 2020, respectively. Total amortization expense related to deferred financing costs is included in interest expense and was $3.5 million, $1.6 million, and $1.5 million for the years ended December 31, 2022, 2021, and 2020, respectively.
Gains (Losses) on Sale of Real Estate, Net
Gains (losses) on sale of real estate, net, consist of the excess consideration received for a property over the property carrying value at the time of sale, or gains on real estate, offset by consideration received for a property less than the property carrying value at the time of sale, or loss on sale of real estate.
Lease Revenue
Lease revenue includes rents that each tenant pays in accordance with the terms of its respective lease reported evenly over the non-cancelable term of the lease. Most of our leases contain rental increases at specified intervals. We recognize such revenues on a straight-line basis. Deferred rent receivable in the accompanying consolidated balance sheet includes the cumulative difference between lease revenue, as recorded on a straight-line basis, and rents received from the tenants in accordance with the lease terms, along with the capitalized above-market in-place lease values of certain acquired properties. Deferred rent liability in the accompanying consolidated balance sheet includes the capitalized below-market in-place lease values of certain acquired properties. Accordingly, we determine, in our judgment, to what extent the deferred rent receivable applicable to each specific tenant is collectible. We review deferred rent receivable, as it relates to straight line rents, on a quarterly basis and take into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the geographic area in which the property is located. In the event that the collectability of deferred rent with respect to any given tenant is in doubt, we record an allowance for uncollectible accounts or record a direct write-off of the specific rent receivable. We incurred $0.4 million, $0.4 million, and $0.2 million in deferred rent write offs during each of the years ended December 31, 2022, 2021, and 2020, respectively.
Tenant recovery revenue includes payments from tenants as reimbursements for franchise taxes, management fees, insurance, maintenance and repairs, utilities, and ground lease payments. We recognize tenant recovery revenue in the same periods that we incur the related expenses. We do not record any tenant recovery revenues or operating expenses associated with costs paid directly by our tenants for our net leased properties.
On January 1, 2020, we completed the integration of the accounting records of certain of our triple net leased third-party asset managed properties into our accounting system and paid property operating expenses out of our operating bank accounts. For periods prior to January 1, 2020, we recorded property operating expenses and offsetting lease revenues for these certain triple net leased properties on a net basis. Beginning January 1, 2020, we began to record the property operating expenses and offsetting lease revenues for these triple net leased properties on a gross basis, as we have amended our process whereby we are paying operating expenses on behalf of our tenants and receiving reimbursement, whereas, previously these tenants were paying these expenses directly, with limited insight provided to us.
Income Taxes
We have operated and intend to continue to operate in a manner that will allow us to qualify as a REIT under the Internal Revenue Code of 1986, as amended, and, accordingly, will not be subject to federal income taxes on amounts distributed to stockholders (except income from foreclosure property), provided that we distribute at least 90% of our REIT taxable income to our stockholders and meet certain other conditions. To the extent that we satisfy the distribution requirement but distribute less than 100% of our taxable income, we will be subject to federal corporate income tax on our undistributed income.
Commercial Advisers is a wholly-owned TRS that is subject to federal and state income taxes. Though Commercial Advisers has had no activity to date, we would account for any future income taxes in accordance with the provisions of ASC 740, “Income Taxes.” Under ASC 740-10-25, we would account for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
We may recognize a tax benefit from an uncertain tax position when it is more-likely-than-not (defined as a likelihood of more than 50%) that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. If a tax position does not meet the more-likely-than-not recognition threshold, despite our belief that the filing position is supportable, the benefit of that tax position is not recognized in the statements of operations. We recognize interest and penalties, as applicable, related to unrecognized tax benefits as a component of income tax expense. We recognize unrecognized tax benefits in the period that the uncertainty is eliminated by either affirmative agreement of the uncertain tax position by the applicable taxing authority, or by expiration of the applicable statute of limitation. For the years ended December 31, 2022, 2021, and 2020, we did not record any provisions for uncertain tax positions.
Asset Retirement Obligations
ASC 410, “Asset Retirement and Environmental Obligation,” requires an entity to recognize a liability for a conditional asset retirement obligation when incurred if the liability can be reasonably estimated. ASC 410-20-20 clarifies that the term “Conditional Asset Retirement Obligation” refers to a legal obligation (pursuant to existing laws or by contract) to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. ASC 410-20-25-6 clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. We have accrued a liability at the present value of the estimated payments expected to be made and corresponding increase to the cost of the related properties for disposal related to all properties constructed prior to 1985 that have, or may have, asbestos present in the building. The liabilities are accreted to their estimated obligation over the life of the leases for the respective properties. We accrued $1.0 million and $0.6 million of liabilities in connection with acquisitions for the years ended December 31, 2022 and 2021, respectively, and no liabilities in connection with acquisitions for the year ended December 31, 2020. We recorded accretion expense of $0.1 million in each of the years ended December 31, 2022, 2021, and 2020, to general and administrative expense. Costs of future expenditures for obligations are discounted to their present value. The aggregate undiscounted obligation on all properties is $9.9 million and the discount rates used in the calculations range from 2.0% to 7.0%. We do not expect to make any material payments in conjunction with these obligations in each of the next five years.
Stock Issuance Costs
We account for stock issuance costs in accordance with SEC Staff Accounting Bulletin (“SAB”) Topic 5.A, which states that incremental costs directly attributable to a proposed or actual offering of securities may properly be deferred and charged against the gross proceeds of the offering. Accordingly, we record costs incurred related to our ongoing equity offerings to other assets on our consolidated balance sheet and ratably apply these amounts to the cost of equity as stock is issued. If an equity offering is subsequently terminated and there are amounts remaining in other assets that have not been allocated to the cost of the offering, the remaining amounts are recorded as a general and administrative expense on our consolidated statements of operations.
Comprehensive Income
We record the effective portion of changes in the fair value of the interest rate cap and swap agreements that qualify as cash flow hedges to accumulated other comprehensive income. For the years ended December 31, 2022, 2021, and 2020, we reconciled net income to comprehensive income on the consolidated statements of operations and comprehensive income in the accompanying consolidated financial statements.
Segment Reporting
We manage our operations on an aggregated, single segment basis for purposes of assessing performance and making operating decisions, and, accordingly, have only one reporting and operating segment.
Recently Issued Accounting Pronouncements
In April 2020, the FASB issued a staff question-and-answer document, Topic 842 and Topic 840: Accounting for Lease Concessions related to the Effects of the COVID-19 Pandemic (“COVID-19 Q&A”), to address frequently asked questions pertaining to lease concessions arising from the effects of the COVID-19 pandemic. Existing lease guidance requires entities to determine if a lease concession was a result of a new arrangement reached with the tenant, which would be addressed under the lease modification accounting framework, or if a lease concession was under the enforceable rights and obligations within the existing lease agreement, which would not fall under the lease modification accounting framework. The COVID-19 Q&A clarifies that entities may elect to not evaluate whether lease-related relief granted in light of the effects of COVID-19 is a lease modification, as long as the concession does not result in a substantial increase in rights of the lessor or obligations of the lessee. This election is available for concessions that result in the total payments required by the modified contract being substantially the same as or less than the total payments required by the original contract.
2. Related-Party Transactions
Gladstone Management Corporation and Gladstone Administration, LLC
We are externally managed pursuant to contractual arrangements with our Adviser and our Administrator, which collectively employ all of our personnel and pay their salaries, benefits, and general expenses directly. Both our Adviser and Administrator
are affiliates of ours, as their parent company is owned and controlled by Mr. Gladstone, our chairman and chief executive officer. Two of our executive officers, Mr. Gladstone and Mr. Brubaker (our vice chairman and chief operating officer) serve as directors and executive officers of our Adviser and our Administrator. Our president, Mr. Cooper, is also an executive managing director of our Adviser. Michael LiCalsi, our general counsel and secretary, also serves as our Administrator’s president, general counsel and secretary. We have entered into an advisory agreement with our Adviser, as amended from time to time (the “Advisory Agreement”), and an administration agreement with our Administrator (the “Administration Agreement”). The services and fees under the Advisory Agreement and Administration Agreement are described below. At December 31, 2022 and December 31, 2021, $3.4 million and $3.4 million, respectively, was collectively due to our Adviser and Administrator.
Base Management Fee
On January 8, 2019, we entered into a Fifth Amended and Restated Investment Advisory Agreement (the “Fifth Amended Advisory Agreement”) with the Adviser, effective as of October 1, 2018, to clarify that the agreement’s definition of Total Equity includes outstanding OP Units issued to Non-controlling OP Unitholders. Our entrance into the Advisory Agreement (and each amendment thereto) has been approved unanimously by our Board of Directors. Our Board of Directors also reviews and considers renewing the agreement with our Adviser each July.
Under the Fifth Amended Advisory Agreement, the calculation of the annual base management fee equaled 1.5% of our Total Equity, which was our total stockholders’ equity plus total mezzanine equity (before giving effect to the base management fee and incentive fee), adjusted to exclude the effect of any unrealized gains or losses that did not affect realized net income (including impairment charges), adjusted for any one-time events and certain non-cash items (the later to occur for a given quarter only upon the approval of our Compensation Committee), and adjusted to include OP Units held by Non-controlling OP Unitholders. The fee was calculated and accrued quarterly as 0.375% per quarter of such Total Equity figure. Our Adviser does not charge acquisition or disposition fees when we acquire or dispose of properties as is common in other externally managed REITs; however, our Adviser may earn fee income from our borrowers, tenants or other sources.
On July 14, 2020, the Company amended and restated the Fifth Amended Advisory Agreement by entering into the Sixth Amended and Restated Investment Advisory Agreement between the Company and the Adviser (the “Sixth Amended Advisory Agreement”). The Sixth Amended Advisory Agreement replaced the Fifth Amended Advisory Agreement’s previous calculation of the base management fee with a calculation based on Gross Tangible Real Estate. The revised Base Management Fee is payable quarterly in arrears and is calculated at an annual rate of 0.425% (0.10625% per quarter) of the prior calendar quarter’s “Gross Tangible Real Estate,” defined in the Sixth Amended Advisory Agreement as the current gross value of the Company’s property portfolio (meaning the aggregate of each property’s original acquisition price plus the cost of any subsequent capital improvements thereon). The calculation of the other fees in the agreement remained unchanged. The revised Base Management Fee calculation began with the fee calculations for the quarter ended September 30, 2020.
On January 10, 2023, the Company amended and restated the Sixth Amended Advisory Agreement by entering into the Seventh Amended and Restated Investment Advisory Agreement between the Company and the Adviser (the “Seventh Amended Advisory Agreement”). The Company’s entrance into the Amended Agreement was approved unanimously by our board of directors, including specifically, our independent directors. The Seventh Amended Advisory Agreement waived the payment of the incentive fee, as applicable, for the quarters ending March 31, 2023 and June 30, 2023. The calculation of the other fees remains unchanged.
For the years ended December 31, 2022, 2021, and 2020, we recorded a base management fee of $6.3 million, $5.9 million, and $5.6 million, respectively.
Incentive Fee
Pursuant to the Advisory Agreement, the calculation of the incentive fee rewards the Adviser in circumstances where our quarterly Core FFO (defined at the end of this paragraph), before giving effect to any incentive fee, or pre-incentive fee Core FFO, exceeds 2.0% quarterly, or 8.0% annualized, of adjusted total stockholders’ equity (after giving effect to the base management fee but before giving effect to the incentive fee). We refer to this as the new hurdle rate. The Adviser will receive 15.0% of the amount of our pre-incentive fee Core FFO that exceeds the new hurdle rate. However, in no event shall the incentive fee for a particular quarter exceed by 15.0% (the cap) the average quarterly incentive fee paid by us for the previous four quarters (excluding quarters for which no incentive fee was paid). Core FFO (as defined in the Advisory Agreement) is GAAP net income (loss) available to common stockholders, excluding the incentive fee, depreciation and amortization, any realized and unrealized gains, losses or other non-cash items recorded in net income (loss) available to common stockholders for the period, and one-time events pursuant to changes in GAAP.
For the years ended December 31, 2022, 2021, and 2020, we recorded an incentive fee of $5.3 million, $4.9 million, and $4.3 million, respectively. Our Advisor issued a waiver of the incentive fee of $0.02 million during the year ended December 31, 2021. Our Adviser did not waive any portion of the incentive fee for the years ended December 31, 2022 and 2020. The Seventh Amended Advisory Agreement waived the payment of the incentive fee, as applicable, for the quarters ending March 31, 2023 and June 30, 2023. Waivers are non-contractual, unconditional, and irrevocable and cannot be recouped by the Adviser in the future.
Capital Gain Fee
Under the Advisory Agreement, we will pay to the Adviser a capital gains-based incentive fee that will be calculated and payable in arrears as of the end of each fiscal year (or upon termination of the Advisory Agreement). In determining the capital gain fee, we will calculate aggregate realized capital gains and aggregate realized capital losses for the applicable time period. For this purpose, aggregate realized capital gains and losses, if any, equals the realized gain or loss calculated by the difference between the sales price of the property, less any costs to sell the property and the all-in acquisition cost of the disposed property. At the end of the fiscal year, if this number is positive, then the capital gain fee payable for such time period shall equal 15.0% of such amount. No capital gain fee was recognized during the years ended December 31, 2022, 2021, and 2020.
Termination Fee
The Advisory Agreement includes a termination fee whereby, in the event of our termination of the agreement without cause (with 120 days’ prior written notice and the vote of at least two-thirds of our independent directors), a termination fee would be payable to the Adviser equal to two times the sum of the average annual base management fee and incentive fee earned by the Adviser during the 24-month period prior to such termination. A termination fee is also payable if the Adviser terminates the Advisory Agreement after we have defaulted and applicable cure periods have expired. The Advisory Agreement may also be terminated for cause by us (with 30 days’ prior written notice and the vote of at least two-thirds of our independent directors), with no termination fee payable. Cause is defined in the agreement to include if the Adviser breaches any material provisions thereof, the bankruptcy or insolvency of the Adviser, dissolution of the Adviser and fraud or misappropriation of funds.
Administration Agreement
Under the terms of the Administration Agreement, we pay separately for our allocable portion of our Administrator’s overhead expenses in performing its obligations to us including, but not limited to, rent and our allocable portion of the salaries and benefits expenses of our Administrator’s employees, including, but not limited to, our chief financial officer, treasurer, chief compliance officer, general counsel and secretary (who also serves as our Administrator’s president, general counsel and secretary), and their respective staffs. Our allocable portion of the Administrator’s expenses are generally derived by multiplying our Administrator’s total expenses by the approximate percentage of time the Administrator’s employees perform services for us in relation to their time spent performing services for all companies serviced by our Administrator under contractual agreements. We believe that the methodology of allocating the Administrator’s total expenses by approximate percentage of time services were performed among all companies serviced by our Administrator more closely approximates fees paid to actual services performed. For the years ended December 31, 2022, 2021, and 2020, we recorded an administration fee of $1.9 million, $1.4 million, and $1.6 million, respectively. Our Board of Directors reviews and considers approving or renewing the Administration Agreement each July.
Gladstone Securities, LLC
Gladstone Securities, LLC (“Gladstone Securities”), is a privately held broker dealer registered with the Financial Industry Regulatory Authority and insured by the Securities Investor Protection Corporation. Gladstone Securities is an affiliate of ours, as its parent company is owned and controlled by David Gladstone, our chairman and chief executive officer. Mr. Gladstone also serves on the board of managers of Gladstone Securities.
Mortgage Financing Arrangement Agreement
We entered into an agreement with Gladstone Securities, effective June 18, 2013, for it to act as our non-exclusive agent to assist us with arranging mortgage financing for properties we own. In connection with this engagement, Gladstone Securities will, from time to time, continue to solicit the interest of various commercial real estate lenders or recommend to us third party lenders offering credit products or packages that are responsive to our needs. We pay Gladstone Securities a financing fee in connection with the services it provides to us for securing mortgage financing on any of our properties. The amount of these financing fees, which are payable upon closing of the financing, are based on a percentage of the amount of the mortgage, generally ranging from 0.15% to a maximum of 1.0% of the mortgage obtained. The amount of the financing fees may be reduced or eliminated, as determined by us and Gladstone Securities, after taking into consideration various factors, including, but not limited to, the involvement of any third party brokers and market conditions. We paid financing fees to Gladstone Securities of $0.3 million, $0.1 million, and $0.1 million during the years ended December 31, 2022, 2021, and 2020, respectively, which are included in mortgage notes payable, net, in the consolidated balance sheets, or 0.33%, 0.33%, and 0.25% of total mortgage principal secured or extended during the respective periods. Our Board of Directors renewed the agreement for an additional year, through August 31, 2023, at its July 2022 meeting.
Dealer Manager Agreement
On February 20, 2020 we entered into a dealer manager agreement, as amended by that certain First Amendment on February 9, 2023 (the “Dealer Manager Agreement”), whereby Gladstone Securities will act as the exclusive dealer manager in connection with our offering (the “Offering”) of up to (i) 20,000,000 shares of our 6.00% Series F Cumulative Redeemable Preferred Stock of the Company, par value $0.001 per share (the “Series F Preferred Stock”), on a “reasonable best efforts” basis (the “Primary Offering”), and (ii) 6,000,000 shares of Series F Preferred Stock pursuant to our distribution reinvestment plan (the “DRIP”) to those holders of the Series F Preferred Stock who participate in such DRIP. The Series F Preferred Stock is registered with the SEC pursuant to a registration statement on Form S-3 (File No. 333-268549), as the same may be amended and/or supplemented (the “2022 Registration Statement”), under the Securities Act of 1933, as amended, and will be offered and sold pursuant to a prospectus supplement, dated February 9, 2023, and a base prospectus dated November 23, 2022 relating to the 2022 Registration Statement (the “Prospectus”). During the years ended December 31, 2020, 2021 and 2022, the Series F Preferred Stock was registered with the SEC pursuant to a registration statement on Form S-3 (File No. 333-236143), and offered and sold pursuant to a prospectus supplement, dated February 20, 2020, and a base prospectus dated February 11, 2020.
Under the Dealer Manager Agreement, Gladstone Securities, as dealer manager, will provide certain sales, promotional and marketing services to the Company in connection with the Offering, and the Company will pay Gladstone Securities (i) selling commissions of 6.0% of the gross proceeds from sales of Series F Preferred Stock in the Primary Offering (the “Selling Commissions”), and (ii) a dealer manager fee of 3.0% of the gross proceeds from sales of Series F Preferred Stock in the Primary Offering (the “Dealer Manager Fee”). No Selling Commissions or Dealer Manager Fee shall be paid with respect to Shares sold pursuant to the DRIP. Gladstone Securities may, in its sole discretion, reallow a portion of the Dealer Manager Fee to participating broker-dealers in support of the Offering. We paid fees of $0.5 million, $0.7 million, and $0.2 million to Gladstone Securities during the years ended December 31, 2022, 2021 and 2020, respectively, in connection with the Offering.
3. (Loss) Earnings per Share of Common Stock
The following tables set forth the computation of basic and diluted (loss) earnings per share of common stock for the years ended December 31, 2022, 2021 and 2020, respectively. The OP Units held by Non-controlling OP Unitholders (which may be redeemed for shares of common stock) have been excluded from the diluted earnings per share calculation, as there would be no effect on the amounts since the Non-controlling OP Unitholders’ share of income would also be added back to net income. Net income figures are presented net of such non-controlling interests in the earnings per share calculation.
We computed basic (loss) earnings per share for the years ended December 31, 2022, 2021 and 2020, respectively, using the weighted average number of shares outstanding during the periods. Diluted (loss) earnings per share for the years ended December 31, 2022, 2021 and 2020, reflects additional shares of common stock related to our convertible Senior Common Stock, if the effect would be dilutive, that would have been outstanding if dilutive potential shares of common stock had been issued, as well as an adjustment to net (loss) income (attributable) available to common stockholders as applicable to common stockholders that would result from their assumed issuance (dollars in thousands, except per share amounts).
| | | | | | | | | | | | | | | | | | | | |
| | | For the year ended December 31, |
| | | 2022 | | 2021 | | 2020 |
| Calculation of basic (loss) earnings per share of common stock: | | | | | | |
| Net (loss) income (attributable) available to common stockholders | | $ | (3,039) | | | $ | (4,554) | | | $ | 3,149 | |
| Denominator for basic weighted average shares of common stock (1) | | 38,950,734 | | | 36,537,306 | | | 34,040,085 | |
| Basic (loss) earnings per share of common stock | | $ | (0.08) | | | $ | (0.12) | | | $ | 0.09 | |
| Calculation of diluted (loss) earnings per share of common stock: | | | | | | |
| Net (loss) income (attributable) available to common stockholders | | $ | (3,039) | | | $ | (4,554) | | | $ | 3,149 | |
| Net (loss) income (attributable) available to common stockholders plus assumed conversions (2) | | $ | (3,039) | | | $ | (4,554) | | | $ | 3,149 | |
| Denominator for basic weighted average shares of common stock (1) | | 38,950,734 | | | 36,537,306 | | | 34,040,085 | |
| Effect of convertible Senior Common Stock (2) | | — | | | — | | | — | |
| Denominator for diluted weighted average shares of common stock (2) | | 38,950,734 | | | 36,537,306 | | | 34,040,085 | |
| Diluted (loss) earnings per share of common stock | | $ | (0.08) | | | $ | (0.12) | | | $ | 0.09 | |
(1)The weighted average number of OP Units held by Non-controlling OP Unitholders was 294,941, 316,987, and 502,586 for the years ended December 31, 2022, 2021, and 2020, respectively.
(2)We excluded convertible shares of Senior Common Stock of 363,246, 503,962 and 628,263 from the calculation of diluted earnings per share for the years ended December 31, 2022, 2021 and 2020, respectively, because it was anti-dilutive.
4. Real Estate and Intangible Assets
Real Estate
The following table sets forth the components of our investments in real estate as of December 31, 2022 and 2021, respectively, excluding real estate held for sale as of December 31, 2022 (dollars in thousands):
| | | | | | | | | | | | | | |
| | December 31, 2022 | | December 31, 2021 |
| Real estate: | | | | |
| Land (1) | | $ | 152,916 | | | $ | 149,773 | |
| Building and improvements | | 1,069,407 | | | 1,004,362 | |
| Tenant improvements | | 64,974 | | | 71,123 | |
| Accumulated depreciation | | (286,994) | | | (266,672) | |
| Real estate, net | | $ | 1,000,303 | | | $ | 958,586 | |
(1)This amount includes $4,436 of land value subject to land lease agreements which we may purchase at our option for a nominal fee.
Real estate depreciation expense on building and tenant improvements was $42.6 million, $39.6 million, and $36.0 million for the years ended December 31, 2022, 2021, and 2020, respectively.
Acquisitions
During the year ended December 31, 2022 and 2021 we acquired 13 and 11 properties, respectively, which are summarized below (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended | | Aggregate Square Footage | | Weighted Average Lease Term | | Aggregate Purchase Price | | Aggregate Capitalized Acquisition Costs | | | | | |
| December 31, 2022 | (1) | 1,238,680 | | | 14.5 years | | $ | 115,364 | | | $ | 1,014 | | | | | | |
| December 31, 2021 | (2) | 949,174 | | | 13.4 years | | $ | 100,453 | | | $ | 798 | | | | | | |
(1)On February 24, 2022, we acquired an 80,000 square foot property in Wilkesboro, North Carolina for $7.5 million. The property is fully leased to one tenant and had 12.7 years of remaining lease term at the time we acquired the property. On March 11, 2022, we acquired a 56,000 square foot property in Oklahoma City, Oklahoma for $6.0 million. The property is fully leased to one tenant and had 7.0 years of remaining lease term at the time we acquired the property. On May 4, 2022, we acquired a 260,719 square foot, two-property portfolio in Cleveland, Ohio and Fort Payne, Alabama for $19.5 million. These properties are fully leased to one tenant and had 11.4 years of remaining lease term at the time we acquired the portfolio. On May 12, 2022, we acquired a 345,584 square foot, three-property portfolio in Wilmington, North Carolina for
$18.9 million. These properties are fully leased to one tenant and had 13.1 years of remaining lease term at the time we acquired the portfolio. On August 5, 2022, we acquired a 246,000 square foot, two-property portfolio in Bridgeton, New Jersey and Vineland, New Jersey for $32.7 million. These properties are fully leased to one tenant and had 15.1 years of remaining lease term at the time we acquired the portfolio. On September 16, 2022, we acquired a 67,328 square foot property in Jacksonville, Florida for $8.1 million. This property is fully leased to one tenant and had 20.0 years of remaining lease term at the time we acquired the property. On September 20, 2022, we acquired a 49,375 square foot property in Fort Payne, Alabama for $5.6 million. This property is fully leased to one tenant and had 14.8 years of remaining lease term at the time we acquired the property. On October 26, 2022, we acquired a 68,674 square foot property in Denver, Colorado for $12.1 million. This property is fully leased to one tenant and had 20.0 years of remaining lease term at the time we acquired the property. On December 21, 2022, we acquired a 65,000 square foot property in Greenville, South Carolina for $5.0 million. The property is fully leased to one tenant and had 12.0 years of remaining lease term at the time we acquired the property.
(2)On January 22, 2021, we acquired a 180,152 square foot property in Findlay, Ohio for $11.1 million. The property is fully leased to one tenant and had 14.2 years of remaining lease term at the time we acquired the property. On June 17, 2021, we acquired a 25,200 square foot property portfolio in Baytown, Texas for $8.2 million. The property is fully leased to one tenant and had 12.6 years of remaining lease term at the time we acquired the portfolio. On July 21, 2021, we acquired an 80,604 square foot, four-property portfolio in Pacific, Missouri for $22.1 million. These properties are fully leased to one tenant and had 17.4 years of remaining lease term at the time we acquired the portfolio. On August 20, 2021, we acquired an 81,760 square foot, two-property portfolio in Peru, Illinois, for $4.8 million. These properties are fully leased to one tenant and had 15.0 years of remaining lease term at the time we acquired the portfolio. On November 3, 2021, we acquired a 161,458 square foot property in Charlotte, North Carolina, for $12.9 million. The property is fully leased to one tenant and had 7.9 years of remaining lease term at the time we acquired the property. On December 21, 2021, we acquired a 120,000 square foot property in Atlanta, Georgia for $12.1 million. The property is fully leased to one tenant and had 15.0 years of remaining lease term at the time we acquired the property. On December 21, 2021, we acquired a 300,000 square foot property in Crossville, Tennessee, for $29.2 million. The property is fully leased to one tenant and had 11.0 years of remaining lease term at the time we acquired the property.
We determined the fair value of assets acquired and liabilities assumed related to the properties acquired during the year ended December 31, 2022 and 2021, respectively, as follows (dollars in thousands):
| | | | | | | | | | | | | | | | | |
| | Year ended December 31, 2022 | | Year ended December 31, 2021 | |
| Acquired assets and liabilities | | Purchase price | | Purchase price | |
| Land | | $ | 11,587 | | | $ | 7,205 | | |
| Building | | 85,774 | | | 76,611 | | |
| Tenant Improvements | | 1,939 | | | 1,353 | | |
| In-place Leases | | 5,927 | | | 6,431 | | |
| Leasing Costs | | 6,888 | | | 5,779 | | |
| Customer Relationships | | 3,352 | | | 3,364 | | |
| Above Market Leases | | 500 | | (1) | 777 | | (1) |
| Below Market Leases | | (603) | | (2) | (1,067) | | |
| | | | | |
| | | | | |
| Total Purchase Price | | $ | 115,364 | | | $ | 100,453 | | |
(1)This amount includes $181 and $336 of loans receivable included in Other assets on the consolidated balance sheets, respectively.
(2)This amount includes $32 of prepaid rent included in Other liabilities on the consolidated balance sheets.
Future Lease Payments
Future operating lease payments from tenants under non-cancelable leases, excluding tenant reimbursement of expenses, for each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands):
| | | | | |
| Year | Tenant Lease Payments |
| 2023 | $ | 116,756 | |
| 2024 | 112,119 | |
| 2025 | 109,068 | |
| 2026 | 101,879 | |
| 2027 | 85,085 | |
| Thereafter | 368,613 | |
| $ | 893,520 | |
In accordance with the lease terms, substantially all operating expenses are required to be paid by the tenant; however, we would be required to pay operating expenses on the respective properties in the event the tenants fail to pay them.
Lease Revenue Reconciliation
The table below sets forth the allocation of lease revenue between fixed contractual payments and variable lease payments for the years ended December 31, 2022, 2021, and 2020, respectively (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | For the twelve months ended December 31, |
| | (Dollars in Thousands) |
| Lease revenue reconciliation | | 2022 | | 2021 | | 2020 |
| Fixed lease payments | | $ | 132,032 | | | $ | 121,303 | | | $ | 117,248 | |
| Variable lease payments | | 16,949 | | | 16,385 | | | 15,904 | |
| | $ | 148,981 | | | $ | 137,688 | | | $ | 133,152 | |
At December 31, 2022 and 2021, accounts receivable from tenants totaled $1.1 million and $1.4 million, respectively, included in other assets on the consolidated balance sheets.
Legal Settlements
In August 2021, we reached separate legal settlements through which we recognized $2.4 million, net, recorded in other income on the consolidated statement of operations and comprehensive income.
Intangible Assets
The following table summarizes the carrying value of intangible assets, liabilities and the accumulated amortization for each intangible asset and liability class as of December 31, 2022 and 2021, excluding real estate held for sale as of December 31, 2022 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 | | December 31, 2021 |
| | Lease Intangibles | | Accumulated Amortization | | Lease Intangibles | | Accumulated Amortization |
| In-place leases | | $ | 104,394 | | | $ | (63,240) | | | $ | 105,891 | | | $ | (62,604) | |
| Leasing costs | | 85,038 | | | (45,501) | | | 81,487 | | | (43,982) | |
| Customer relationships | | 69,586 | | | (38,655) | | | 71,922 | | | (38,220) | |
| | $ | 259,018 | | | $ | (147,396) | | | $ | 259,300 | | | $ | (144,806) | |
| | Deferred Rent Receivable/(Liability) | | Accumulated (Amortization)/Accretion | | Deferred Rent Receivable/(Liability) | | Accumulated (Amortization)/Accretion |
| Above market leases | | $ | 15,371 | | | $ | (11,909) | | | $ | 15,538 | | | $ | (11,520) | |
| Below market leases and deferred revenue | | (66,138) | | | 26,141 | | | (48,241) | | | 21,471 | |
Total amortization expense related to in-place leases, leasing costs and customer relationship lease intangible assets was $19.1 million, $20.7 million, and $19.4 million for the years ended December 31, 2022, 2021, and 2020, respectively, and is included in depreciation and amortization expense in the consolidated statement of operations and comprehensive income.
Total amortization related to above-market lease values was $0.8 million, $0.8 million, and $0.8 million for the years ended December 31, 2022, 2021, and 2020, respectively, and is included in lease revenue in the consolidated statement of operations and comprehensive income.
Total amortization related to below-market lease values was $5.1 million, $4.1 million, and $2.8 million for the years ended December 31, 2022, 2021, and 2020, respectively, and is included in lease revenue in the consolidated statement of operations and comprehensive income.
The weighted average amortization periods in years for the intangible assets acquired and liabilities assumed during the years ended December 31, 2022 and 2021, respectively, were as follows:
| | | | | | | | | | | | | | |
| Intangible Assets & Liabilities | | 2022 | | 2021 |
| In-place leases | | 14.8 | | 14.0 |
| Leasing costs | | 14.8 | | 14.0 |
| Customer relationships | | 20.5 | | 19.5 |
| Above market leases | | 16.3 | | 13.8 |
| Below market leases | | 13.0 | | 14.4 |
| All intangible assets & liabilities | | 16.2 | | 15.3 |
The estimated aggregate amortization expense to be recorded for in-place leases, leasing costs and customer relationships for each of the five succeeding fiscal years and thereafter is as follows, excluding real estate held for sale as of December 31, 2022 (dollars in thousands):
| | | | | |
| Year | Estimated Amortization Expense
of In-Place Leases, Leasing
Costs and Customer
Relationships |
| 2023 | $ | 18,191 | |
| 2024 | 15,251 | |
| 2025 | 14,164 | |
| 2026 | 12,356 | |
| 2027 | 10,544 | |
| Thereafter | 41,116 | |
| $ | 111,622 | |
The estimated aggregate rental income to be recorded for the amortization of both above and below market leases for each of the five succeeding fiscal years and thereafter is as follows, excluding real estate held for sale as of December 31, 2022 (dollars in thousands):
| | | | | |
| Year | Net Increase to Rental Income
Related to Above and Below
Market Leases (1) |
| 2023 | $ | 7,117 | |
| 2024 | 7,243 | |
| 2025 | 6,870 | |
| 2026 | 4,405 | |
| 2027 | 2,772 | |
| Thereafter | 7,975 | |
| $ | 36,382 | |
(1)Does not include ground lease amortization of $153.
5. Real Estate Dispositions, Held for Sale, and Impairment Charges
Real Estate Dispositions
During the year ended December 31, 2022, we continued to execute our capital recycling program, whereby we sold properties outside of our core markets and redeployed proceeds to either fund property acquisitions in our target secondary growth markets, or repay outstanding debt. We expect to continue to execute our capital recycling plan and sell non-core properties as reasonable disposition opportunities become available. During the year ended December 31, 2022, we sold five non-core properties, located in Jupiter, Florida, Parsippany, New Jersey, Boston Heights, Ohio, Columbus, Ohio, and Allen, Texas which are summarized in the table below (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Aggregate Square Footage Sold | | Aggregate Sales Price | | Aggregate Sales Costs | | Aggregate Impairment Charge for the Twelve Months Ended December 31, 2022 | | Aggregate Gain on Sale of Real Estate, net |
| 291,604 | | | $ | 41,270 | | | $ | 1,771 | | | $ | 1,374 | | | $ | 10,052 | |
Our 2022 dispositions were not classified as discontinued operations because they did not represent a strategic shift in operations, nor will they have a major effect on our operations and financial results. Accordingly, the operating results of these properties are included within continuing operations for all periods reported.
The table below summarizes the components of operating income from the real estate and related assets disposed of during the years ended December 31, 2022, 2021, and 2020, respectively (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | | For the year ended December 31, |
| | | 2022 | | 2021 | | 2020 |
| Operating revenue | | $ | 5,732 | | | $ | 5,211 | | | $ | 6,494 | |
| Operating expense | | 3,740 | | (1) | 4,412 | | | 4,015 | |
| Other income (expense), net | | 9,766 | | (2) | (244) | | | (740) | |
| Income from real estate and related assets sold | | $ | 11,758 | | | $ | 555 | | | $ | 1,739 | |
(1)Includes a $1.4 million impairment charge.
(2)Includes a $10.1 million gain on sale of real estate, net, from five property sales.
Real Estate Held for Sale
At December 31, 2022, we had one property classified as held for sale, located in Columbia, South Carolina. We consider this asset to be non-core to our long term strategy.
At December 31, 2021, we had no properties classified as held for sale.
The table below summarizes the components of the assets held for sale at December 31, 2022 reflected on the accompanying consolidated balance sheet (dollars in thousands):
| | | | | | | | | | |
| | December 31, 2022 | | |
| Assets Held for Sale | | | | |
| | | | |
| | | | |
| Total real estate held for sale | | $ | 3,013 | | | |
| | | | |
| | | | |
| | | | |
| Total Assets Held for Sale | | $ | 3,013 | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Impairment Charges
We evaluated our portfolio for triggering events to determine if any of our held and used assets were impaired during the year ended December 31, 2022 and identified one held and used asset, located in Columbia, South Carolina, which was impaired by $10.7 million during the three months ended September 30, 2022. In performing our impairment testing, the undiscounted cash flow for this asset was below the carrying value. As the undiscounted cash flows for this asset was below the carrying value, we evaluated the fair value of the asset using a third-party expert to determine the fair value for this asset, which resulted in us recognizing an impairment charge.
We evaluated our held for sale assets to determine if any of these assets were impaired during the year ended December 31, 2022 and identified one held for sale asset, located in Parsippany, New Jersey, which was impaired by $1.4 million during the three months ended June 30, 2022. In performing our held for sale assessment, the carrying value of this asset was above the fair value, less costs of sale. As a result, we impaired this property to equal the fair market value less costs of sale. The property was sold during the year ended December 31, 2022.
We did not recognize an impairment charge during the year ended December 31, 2021.
Fair market value for this asset was calculated using Level 3 inputs (defined in Note 6 “Mortgage Notes Payable and Credit Facility”), which were determined using a negotiated sales price from an executed purchase and sale agreement with a third party. We continue to evaluate our properties on a quarterly basis for changes that could create the need to record impairment. Future impairment losses may result, and could be significant, should market conditions deteriorate in the markets in which we hold our assets or we are unable to secure leases at terms that are favorable to us, which could impact the estimated cash flow of our properties over the period in which we plan to hold our properties. Additionally, changes in management’s decisions to either own and lease long-term or sell a particular asset will have an impact on this analysis.
The fair values for the above properties were calculated using Level 3 inputs which were calculated using an estimated sales price, less estimated costs to sell. The estimated sales price was determined using executed purchase and sale agreements.
6. Mortgage Notes Payable and Credit Facility
Our $125.0 million unsecured revolving credit facility (“Revolver”), $160.0 million term loan facility (“Term Loan A”), $60.0 million term loan facility (“Term Loan B”), and $150.0 million term loan facility (“Term Loan C”) are collectively referred to herein as the Credit Facility.
Our mortgage notes payable and Credit Facility as of December 31, 2022 and December 31, 2021 are summarized below (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Encumbered properties at | | Carrying Value at | | Stated Interest Rates at | | Scheduled Maturity Dates at |
| | December 31, 2022 | | December 31, 2022 | | December 31, 2021 | | December 31, 2022 | | December 31, 2022 |
| Mortgage and other secured loans: | | | | | | | | | | |
| Fixed rate mortgage loans | | 50 | | | $ | 362,037 | | | $ | 436,530 | | | (1) | | (2) |
| Variable rate mortgage loans | | — | | | — | | | 16,338 | | | N/A | | (2) |
| Premiums and discounts, net | | — | | | (83) | | | (130) | | | N/A | | N/A |
| Deferred financing costs, mortgage loans, net | | — | | | (2,565) | | | (2,794) | | | N/A | | N/A |
| Total mortgage notes payable, net | | 50 | | | $ | 359,389 | | | $ | 449,944 | | | (3) | | |
| Variable rate revolving credit facility | | 83 | | (6) | $ | 23,250 | | | $ | 33,550 | | | SOFR + 1.50% | (4) | 8/18/2026 |
| | | | | | | | | | |
| Total revolver | | 83 | | | $ | 23,250 | | | $ | 33,550 | | | | | |
| Variable rate term loan facility A | | — | | | 160,000 | | | 160,000 | | | SOFR + 1.45% | (4) | 8/18/2027 |
| Variable rate term loan facility B | | — | | | 60,000 | | | 65,000 | | | SOFR + 1.45% | (4) | 2/11/2026 |
| Variable rate term loan facility C | | — | | | 150,000 | | | — | | | SOFR + 1.45% | (4) | 2/18/2028 |
| Deferred financing costs, term loan facility | | — | | | (3,433) | | | (968) | | | N/A | | N/A |
| Total term loan, net | | N/A | | $ | 366,567 | | | $ | 224,032 | | | | | |
| Total mortgage notes payable and credit facility | | 133 | | | $ | 749,206 | | | $ | 707,526 | | | (5) | | |
(1)Interest rates on our fixed rate mortgage notes payable vary from 2.80% to 6.63%.
(2)We have 44 mortgage notes payable with maturity dates ranging from April 6, 2023 through August 1, 2037.
(3)The weighted average interest rate on the mortgage notes outstanding at December 31, 2022, was approximately 4.24%.
(4)As of December 31, 2022, SOFR was approximately 4.30%.
(5)The weighted average interest rate on all debt outstanding at December 31, 2022, was approximately 5.03%.
(6)The amount we may draw under our Credit Facility is based on a percentage of the fair value of a combined pool of 83 unencumbered properties as of December 31, 2022.
N/A - Not Applicable
Mortgage Notes Payable
As of December 31, 2022, we had 44 mortgage notes payable, collateralized by a total of 50 properties with a net book value of $555.9 million. We have limited recourse liabilities that could result from any one or more of the following circumstances: a borrower voluntarily filing for bankruptcy, improper conveyance of a property, fraud or material misrepresentation, misapplication or misappropriation of rents, security deposits, insurance proceeds or condemnation proceeds, or physical waste or damage to the property resulting from a borrower’s gross negligence or willful misconduct. As of December 31, 2022, we did not have any recourse mortgages. We will also indemnify lenders against claims resulting from the presence of hazardous substances or activity involving hazardous substances in violation of environmental laws on a property.
During the year ended December 31, 2022, we repaid 14 mortgages collateralized by 28 properties, which are summarized below (dollars in thousands):
| | | | | | | | |
| Aggregate Fixed Rate Debt Repaid | | Weighted Average Interest Rate on Fixed Rate Debt Repaid |
| $ | 104,906 | | | 4.64 | % |
| | | | | | | | | | | | | | |
| Aggregate Variable Rate Debt Repaid | | Weighted Average Interest Rate on Variable Rate Debt Repaid | |
| $ | 30,336 | | | LIBOR/SOFR + | 2.50% | (1) |
(1)As of December 31, 2022, SOFR was approximately 4.30% and LIBOR was approximately 4.39%.
During the year ended December 31, 2022, we issued six mortgages, collateralized by 11 properties, which are summarized below (dollars in thousands):
| | | | | | | | | | | |
| Aggregate Fixed Rate Debt Issued | | Weighted Average Interest Rate on Fixed Rate Debt | | | |
| $ | 47,913 | | (1) | 4.60 | % | | | |
(1)We issued $10.0 million of fixed rate debt with a maturity date of May 4, 2027, in connection with the two-property portfolio acquired on May 4, 2022. The interest rate is fixed at 4.00%. We issued $10.0 million of fixed rate debt with a maturity date of June 1, 2032, in connection with the three-property acquisition on May 12, 2022. The interest rate is fixed at 3.40%. We issued $16.9 million of fixed rate debt with a maturity date of August 1, 2027, in connection with the two-property acquisition on August 5, 2022. The interest rate is fixed at 4.95%. We issued $4.4 million of swapped to fixed rate debt with a maturity date of September 16, 2029, in connection with the property acquisition on September 16, 2022. The interest rate is swapped to a fixed rate of 5.39%. We issued $6.6 million of swapped to fixed rate debt with a maturity date of September 16, 2029, in connection with the property acquisition on October 26, 2022. The interest rate is swapped to a fixed rate of 5.90%.
| | | | | | | | | | | | | | |
| Variable Rate Debt Issued | | Interest Rate on Variable Rate Debt | | | |
| $ | 15,000 | | (1) | SOFR + | 2.50% | | | |
(1)We issued $15.0 million of variable rate debt in connection with refinancing mortgage debt at two properties with a new maturity date of April 27, 2024 and interest rate of SOFR plus 2.50%. This mortgage was repaid on August 18, 2022.
During the year ended December 31, 2022, we extended the maturity date of three mortgages, collateralized by five properties, which is summarized in the table below (dollars in thousands):
| | | | | | | | | | | | | | |
| Aggregate Fixed Rate Debt Extended | | Weighted Average Interest Rate on Fixed Rate Debt Extended | | Extension Term |
| $ | 14,633 | | | 5.41 | % | | 1.0 year |
| | | | | | | | | | | | | | | | | |
| Variable Rate Debt Extended | | Interest Rate on Variable Rate Debt Extended | | Extension Term |
| $ | 7,059 | | (1) | LIBOR + | 2.75% | | 1.0 year |
(1)We repaid this mortgage on August 18, 2022.
Scheduled principal payments of mortgage notes payable for each of the five succeeding fiscal years and thereafter are as follows (dollars in thousands):
| | | | | | | | | | | |
| Year | | Scheduled Principal Payments | |
| 2023 | | $ | 67,296 | | |
| 2024 | | 20,420 | | |
| 2025 | | 38,889 | | |
| 2026 | | 42,381 | | |
| 2027 | | 94,848 | | |
| Thereafter | | 98,203 | | |
| | $ | 362,037 | | (1) |
(1)This figure does not include $(0.1) million premiums and (discounts), net, and $2.6 million of deferred financing costs, which are reflected in mortgage notes payable on the consolidated balance sheets.
We believe we will be able to address all mortgage notes payable maturing over the next 12 months through a combination of refinancing our existing indebtedness, cash from operations, proceeds from one or more equity offerings and availability on our Credit Facility.
Interest Rate Caps and Swaps
We have entered into interest rate cap agreements that cap the interest rate on certain of our variable-rate debt and we have assumed or entered into interest rate swap agreements in which we hedged our exposure to variable interest rates by agreeing to pay fixed interest rates to our respective counterparty. We have adopted the fair value measurement provisions for our financial instruments recorded at fair value. The fair value guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Generally, we will estimate the fair value of our interest rate caps and interest rate swaps, in the absence of observable market data, using estimates of value including estimated remaining life, counterparty credit risk, current market yield and interest rate spreads of similar securities as of the measurement date. At December 31, 2022 and 2021, our interest rate cap and interest rate swap agreements were valued using Level 2 inputs.
The fair value of the interest rate cap agreements is recorded in other assets on our accompanying consolidated balance sheets. We record changes in the fair value of the interest rate cap agreements quarterly based on the current market valuations at quarter end. If the interest rate cap qualifies for hedge accounting, the change in the estimated fair value is recorded to accumulated other comprehensive income to the extent that it is effective, with any ineffective portion recorded to interest expense in our consolidated statements of operations and comprehensive income. If the interest rate cap does not qualify for hedge accounting, or if it is determined the hedge is ineffective, any change in the fair value is recognized in interest expense in our consolidated statements of operations and comprehensive income. The following table summarizes the interest rate caps at December 31, 2022 and 2021 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 | | December 31, 2021 |
| Aggregate Cost | | Aggregate Notional Amount | | Aggregate Fair Value | | Aggregate Notional Amount | | Aggregate Fair Value |
| $ | 620 | | (1) | $ | 225,000 | | | $ | 4,629 | | | $ | 233,632 | | | $ | 324 | |
(1)We have entered into various interest rate cap agreements on new variable rate debt with LIBOR caps ranging from 1.50% to 2.50%.
We have entered into interest rate swap agreements in connection with certain of our acquisitions, whereby we will pay our counterparty a fixed interest rate on a monthly basis, and receive payments from our counterparty equivalent to the stipulated floating rate. The fair value of our interest rate swap agreements are recorded in other liabilities on our accompanying consolidated balance sheets. We have designated our interest rate swaps as cash flow hedges, and we record changes in the fair value of the respective interest rate swap agreement to accumulated other comprehensive income on the consolidated balance sheets. We record changes in fair value on a quarterly basis, using current market valuations at quarter end. The following table summarizes our interest rate swaps at December 31, 2022 and 2021 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
| Aggregate Notional Amount | | Aggregate Fair Value Asset | | Aggregate Fair Value Liability | | Aggregate Notional Amount | | Aggregate Fair Value Asset | | Aggregate Fair Value Liability |
| $ | 362,832 | | | $ | 8,264 | | | $ | (897) | | | $ | 73,212 | | | $ | 841 | | | $ | (1,217) | |
The following tables present the impact of our derivative instruments in the consolidated financial statements (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | Amount of gain (loss), net, recognized in Comprehensive Income |
| | 2022 | | 2021 | | 2020 |
| Derivatives in cash flow hedging relationships | | | | | | |
| Interest rate caps | | $ | 4,301 | | | $ | 174 | | | $ | (337) | |
| Interest rate swaps | | 7,814 | | | 2,680 | | | (1,882) | |
| Total | | $ | 12,115 | | | $ | 2,854 | | | $ | (2,219) | |
The following table presents the reclassifications of our derivative instruments out of accumulated other comprehensive income into interest expense in the consolidated financial statements (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | Amount reclassified out of Accumulated Other Comprehensive Income |
| | 2022 | | 2021 | | 2020 |
| Derivatives in cash flow hedging relationships | | | | | | |
| Interest rate caps | | $ | (871) | | | $ | (145) | | | $ | — | |
| Total | | $ | (871) | | | $ | (145) | | | $ | — | |
The following table sets forth certain information regarding our derivative instruments (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | | | Asset (Liability) Derivatives Fair Value at |
| Derivatives Designated as Hedging Instruments | | Balance Sheet Location | | December 31, 2022 | | December 31, 2021 |
| Interest rate caps | | Other assets | | $ | 4,629 | | | $ | 324 | |
| Interest rate swaps | | Other assets | | 8,264 | | | 841 | |
| Interest rate swaps | | Other liabilities | | (897) | | | (1,217) | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| Total derivative liabilities, net | | | | $ | 11,996 | | | $ | (52) | |
The fair value of all mortgage notes payable outstanding as of December 31, 2022 was $333.1 million, as compared to the carrying value stated above of $359.4 million. The fair value is calculated based on a discounted cash flow analysis, using management’s estimate of market interest rates on long-term debt with comparable terms and loan to value ratios. The fair value was calculated using Level 3 inputs of the hierarchy established by ASC 820, “Fair Value Measurements and Disclosures.”
Reference Rate Reform
Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”) contains practical expedients for reference rate reform-related activities that impact debt, leases, derivatives, and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. As of December 31, 2022, we elected to apply the hedge accounting expedients related to probability and the assessment of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. We also elected the option to not reassess a previous accounting determination, and the option to not de-designate a hedging relationship due to a change in a critical term. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in our hedging activities occur.
Credit Facility
On August 7, 2013, we procured our Revolver with KeyBank National Association (“KeyBank”) (serving as revolving lender, a letter of credit issuer and an administrative agent). In October 2015, we expanded our Revolver to $85.0 million and entered into Term Loan A whereby we added a $25.0 million, five-year Term Loan subject to the same leverage tiers as the Revolver, with the interest rate at each leverage tier being five basis points lower than that of the Revolver. We have the option to repay Term Loan A in full, or in part, at any time without penalty or premium prior to the maturity date.
On October 27, 2017, we amended this Credit Facility, increasing Term Loan A from $25.0 million, to $75.0 million, with the Revolver commitment remaining at $85.0 million. Term Loan A’s maturity date was extended to October 27, 2022, and the Revolver maturity date was extended to October 27, 2021. In connection with the amendment, the interest rate for the Credit Facility was reduced by 25 basis points at each of the leverage tiers. At the time of amendment, we entered into multiple interest rate cap agreements on Term Loan A, which cap LIBOR at 2.75% to hedge our exposure to variable interest rates.
On July 2, 2019, we amended, extended and upsized our Credit Facility, expanding Term Loan A from $75.0 million to $160.0 million, inclusive of a delayed draw component whereby we can incrementally borrow on the Term Loan up to the $160.0 million commitment, and increasing the Revolver from $85.0 million to $100.0 million. Term Loan A has a new five-year term, with a maturity date of July 2, 2024, and the Revolver has a new four-year term, with a maturity date of July 2, 2023. The interest rate margin for the Credit Facility was reduced by 10 basis points at each of the leverage tiers. We entered into multiple interest rate cap agreements on Term Loan A, which cap LIBOR ranging from 2.50% to 2.75%, to hedge our exposure to variable interest rates. We used the net proceeds derived from the amended Credit Facility to repay all previously existing borrowings under the Revolver. We incurred fees of approximately $1.3 million in connection with the Credit Facility amendment. The bank syndicate for the Credit Facility is now comprised of KeyBank, Fifth Third Bank, U.S. Bank National Association, The Huntington National Bank, Goldman Sachs Bank USA, and Wells Fargo Bank, National Association.
On February 11, 2021, we added a new $65.0 million Term Loan B, inclusive of a $15.0 million delayed funding component, which was funded on July 20, 2021. Term Loan B has a maturity date of February 11, 2026 and a LIBOR floor of 25 basis points, plus a spread ranging from 140 to 225 basis points, depending on leverage. We entered into multiple interest rate cap agreements on Term Loan B, which cap LIBOR from 1.50% to 1.75%. We incurred fees of approximately $0.5 million in connection with issuing Term Loan B. As of December 31, 2022, there was $60.0 million outstanding under Term Loan B.
On August 18, 2022, we amended, extended and upsized our Credit Facility, increasing our Revolver from $100.0 million to $120.0 million (and its term to August 2026), adding the new $140.0 million Term Loan C, decreasing the principal balance of Term Loan B to $60.0 million and extending the maturity date of Term Loan A to August 2027. Term Loan C has a maturity date of February 18, 2028 and a SOFR spread ranging from 125 to 195 basis points, depending on our leverage. On September 27, 2022 we further increased the Revolver to $125.0 million and Term Loan C to $150.0 million, as permitted under the terms of the Credit Facility. We entered into multiple interest rate swap agreements on Term Loan C, which swap the interest rate to fixed rates ranging from 3.15% to 3.75%. We also entered into an interest rate swap agreement on Term Loan A to replace the expiring rate caps, which swaps the interest rate to a fixed rate of 3.70%. We incurred fees of approximately $4.2 million in connection with extending and upsizing our Credit Facility. As of December 31, 2022, there was $150.0 million outstanding under Term Loan C, and we used all net proceeds to repay all outstanding borrowings on the Revolver, pay off mortgage debt, and fund acquisitions. The Credit Facility’s current bank syndicate is comprised of KeyBank, Fifth Third Bank, The Huntington National Bank, Bank of America, Synovus Bank, United Bank, First Financial Bank, and S&T Bank.
As of December 31, 2022, there was $393.3 million outstanding under our Credit Facility, at a weighted average interest rate of approximately 5.75% and $15.6 million outstanding under letters of credit, at a weighted average interest rate of 1.50%. As of December 31, 2022, the maximum additional amount we could draw under the Credit Facility was $48.3 million. We were in compliance with all covenants under the Credit Facility as of December 31, 2022.
The amount outstanding under the Credit Facility approximates fair value as of December 31, 2022.
7. Commitments and Contingencies
Ground Leases
We are obligated as lessee under four ground leases. Future minimum rental payments due under the terms of these leases as of December 31, 2022, are as follows (dollars in thousands):
| | | | | | | | |
| Year | | Future Lease Payments Due Under Operating Leases |
| 2023 | | $ | 492 | |
| 2024 | | 493 | |
| 2025 | | 494 | |
| 2026 | | 498 | |
| 2027 | | 506 | |
| Thereafter | | 6,301 | |
| Total anticipated lease payments | | $ | 8,784 | |
| Less: amount representing interest | | (3,476) | |
| Present value of lease payments | | $ | 5,308 | |
Rental expense incurred for properties with ground lease obligations was $0.4 million, $0.5 million, and $0.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. Our ground leases are treated as operating leases and rental expenses are reflected in property operating expenses on the consolidated statements of operations and comprehensive income. Our ground leases have a weighted average remaining lease term of 18.5 years and weighted average discount rate of 5.33%.
Letters of Credit
As of December 31, 2022, there was $15.6 million outstanding under letters of credit. These letters of credit are not reflected on our consolidated balance sheet.
8. Equity and Mezzanine Equity
Distributions
We paid the following distributions per share for the years ended December 31, 2022, 2021, and 2020:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | For the year ended December 31, | |
| | | 2022 | | 2021 | | 2020 | |
| Common Stock and Non-controlling OP Units | | $ | 1.504800 | | | $ | 1.502175 | | | $ | 1.501800 | | |
| Senior Common Stock | | 1.05 | | | 1.05 | | | 1.05 | | |
| Series D Preferred Stock | | — | | | 0.8749998 | | (1) | 1.7500 | | |
| Series E Preferred Stock | | 1.656252 | | | 1.656252 | | | 1.656252 | | |
| Series F Preferred Stock | | 1.50 | | | 1.50 | | | 0.75 | | (2) |
| Series G Preferred Stock | | 1.50 | | | 0.75 | | (3) | — | | |
(1)We redeemed all outstanding shares of our Series D Preferred Stock on June 30, 2021.
(2)Prior to July 1, 2020, Series F Preferred Stock distributions were declared, but not paid, as there were no Series F Preferred Stock shares outstanding on the applicable dividend record dates.
(3)Series G Preferred Stock was issued on June 28, 2021.
For federal income tax purposes, distributions paid to stockholders may be characterized as ordinary income, capital gains, return of capital or a combination of the foregoing. The characterization of distributions during each of the last three years is reflected in the table below:
| | | | | | | | | | | | | | | | | | | | |
| | Ordinary Income | | Return of Capital | | Long-Term Capital Gains |
| Common Stock and OP Units | | | | | | |
| For the year ended December 31, 2020 | | 37.28754 | % | | 62.71246 | % | | — | % |
| For the year ended December 31, 2021 | | 28.14778 | % | | 71.85222 | % | | — | % |
| For the year ended December 31, 2022 | | 29.60044 | % | | 70.39956 | % | | — | % |
| Senior Common Stock | | | | | | |
| For the year ended December 31, 2020 | | 100.00000 | % | | — | % | | — | % |
| For the year ended December 31, 2021 | | 100.00000 | % | | — | % | | — | % |
| For the year ended December 31, 2022 | | 100.00000 | % | | — | % | | — | % |
| Series D Preferred Stock | | | | | | |
| For the year ended December 31, 2020 | | 100.00000 | % | | — | % | | — | % |
| For the year ended December 31, 2021 | | 100.00000 | % | | — | % | | — | % |
| For the year ended December 31, 2022 | | — | % | | — | % | | — | % |
| Series E Preferred Stock | | | | | | |
| For the year ended December 31, 2020 | | 100.00000 | % | | — | % | | — | % |
| For the year ended December 31, 2021 | | 100.00000 | % | | — | % | | — | % |
| For the year ended December 31, 2022 | | 100.00000 | % | | — | % | | — | % |
| Series F Preferred Stock | | | | | | |
| For the year ended December 31, 2020 | | 100.00000 | % | | — | % | | — | % |
| For the year ended December 31, 2021 | | 100.00000 | % | | — | % | | — | % |
| For the year ended December 31, 2022 | | 100.00000 | % | | — | % | | — | % |
| Series G Preferred Stock | | | | | | |
| For the year ended December 31, 2020 | | — | % | | — | % | | — | % |
| For the year ended December 31, 2021 | | 100.00000 | % | | — | % | | — | % |
| For the year ended December 31, 2022 | | 100.00000 | % | | — | % | | — | % |
Recent Activity
Common Stock ATM Program
On December 3, 2019, we entered into an At-the-Market Equity Offering Sales Agreement (the “Common Stock Sales Agreement”), with Robert W. Baird & Co. Incorporated (“Baird”), Goldman Sachs & Co. LLC (“Goldman Sachs”), Stifel, Nicolaus & Company, Incorporated (“Stifel”), BTIG, LLC, and Fifth Third Securities, Inc. (“Fifth Third”) (collectively the “Common Stock Sales Agents”), pursuant to which we sold shares of our common stock in an aggregate offering price of up to $250.0 million (the “Common Stock ATM Program”). During the year ended December 31, 2022, we sold 2.1 million shares of common stock, raising $43.2 million in net proceeds under the Common Stock ATM Program. As of December 31, 2022, we had a remaining capacity to sell up to $23.9 million of common stock under the Common Stock Sales Agreement. The proceeds from these issuances were used to acquire real estate, repay outstanding debt and for other general corporate purposes. We terminated the Common Stock Sales Agreement effective February 10, 2023 in connection with the expiration of the 2020 Registration Statement on February 11, 2023. We intend to have a new common stock ATM program in place during the first quarter ending 2023.
Mezzanine Equity
Our 7.00% Series D Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”), 6.625% Series E Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”) and 6.00% Series G Cumulative Redeemable Preferred Stock (“Series G Preferred Stock”), are classified as mezzanine equity in our consolidated balance sheet because all three are redeemable at the option of the shareholder upon a change of control of greater than 50% in accordance with ASC 480-10-S99 “Distinguishing Liabilities from Equity,” which requires mezzanine equity classification for preferred stock issuances with redemption features which are outside of the control of the issuer. A change in control of the Company, outside of our control, is only possible if a tender offer is accepted by over 90% of our shareholders. All other change in control situations would require input from our Board of Directors. In addition, our Series E Preferred Stock and Series G Preferred Stock are redeemable at the option of the shareholder in the event a delisting event occurs. We will periodically evaluate the likelihood that a change of control or delisting event of greater than 50% will take place, and if we deem this probable, we would adjust the Series E Preferred Stock and Series G Preferred Stock presented in mezzanine equity to their redemption value, with the offset to gain (loss) on extinguishment. We currently believe the likelihood of a change of control of greater than 50% is remote.
Series G Preferred Stock Offering
On June 28, 2021, we completed an underwritten public offering of 4,000,000 shares of our newly designated Series G Preferred Stock at a public offering price of $25.00 per share, raising $100.0 million in gross proceeds and approximately $96.6 million in net proceeds, after payment of underwriting discounts and commissions. We used the net proceeds from this offering to voluntarily redeem all outstanding shares of our Series D Preferred Stock.
Series D Preferred Stock Redemption
On June 30, 2021, we voluntarily redeemed all 3,509,555 outstanding shares of our Series D Preferred Stock at a redemption price of $25.1458333 per share, which represented the liquidation preference per share, plus accrued and unpaid dividends through June 30, 2021, for an aggregate redemption price of approximately $88.3 million. In connection with this redemption, we recognized a $2.1 million decrease to net income available to common shareholders pertaining to the original issuance costs incurred upon issuance of our Series D Preferred Stock.
Articles Supplementary Reclassifying Remaining Series D Preferred Stock
On August 5, 2021, we filed Articles Supplementary (the “Reclassification Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland (“SDAT”), pursuant to which our board of directors reclassified and designated the remaining 2,490,445 shares of authorized but unissued Series D Preferred Stock as additional shares of common stock. After giving effect to the filing of the Reclassification Articles Supplementary, our authorized capital stock consists of 62,290,000 shares of common stock, 6,760,000 shares of Series E Preferred Stock, 26,000,000 shares of Series F Preferred Stock, 4,000,000 shares of Series G Preferred Stock, and 950,000 shares of senior common stock. The Reclassification Articles Supplementary did not increase our authorized shares of capital stock.
Series E Preferred Stock ATM Program
We had an At-the-Market Equity Offering Sales Agreement (the “Series E Preferred Stock Sales Agreement”), with sales agents Baird, Goldman Sachs, Stifel, Fifth Third, and U.S. Bancorp Investments, Inc., pursuant to which we may, from time to time, offer to sell shares of our Series E Preferred Stock in an aggregate offering price of up to $100.0 million. We did not sell any shares of our Series E Preferred Stock pursuant to the Series E Preferred Stock Sales Agreement during the year ended December 31, 2022. As of December 31, 2022, we had remaining capacity to sell up to $92.8 million of Series E Preferred Stock under the program. We terminated the Series E Preferred Stock Sales Agreement effective February 10, 2023 in connection with the expiration of the 2020 Registration Statement on February 11, 2023.
Universal Shelf Registration Statement
On January 11, 2019, we filed a registration statement on Form S-3 (File No. 333-229209), and an amendment thereto on Form-S-3/A on January 24, 2019 (collectively referred to as the “2019 Registration Statement”). The 2019 Registration Statement became effective on February 13, 2019 and replaced our prior registration statement. The 2019 Registration allowed us to issue up to $500.0 million of securities and expired on February 13, 2022.
On January 29, 2020, we filed the 2020 Registration Statement. The 2020 Registration Statement was declared effective on February 11, 2020 and was in addition to the 2019 Registration Statement. The 2020 Registration Statement allowed us to issue up to an additional $800.0 million of securities. Of the $800.0 million of available capacity under our 2020 Registration Statement, approximately $636.5 million was reserved for the sale of our Series F Preferred Stock. As of December 31, 2022, we had the ability to issue up to $644.0 million of securities under the 2020 Registration Statement.
On November 23, 2022, we filed an automatic registration statement on Form S-3 (File No. 333-268549) (the “2022 Registration Statement”). There is no limit on the aggregate amount of the securities that we may offer pursuant to the 2022 Registration Statement.
Preferred Series F Continuous Offering
On February 20, 2020, we filed with the Maryland Department of Assessments and Taxation Articles Supplementary (i) setting forth the rights, preferences and terms of the Series F Preferred Stock and (ii) reclassifying and designating 26,000,000 shares of the Company’s authorized and unissued shares of common stock as shares of Series F Preferred Stock. The reclassification decreased the number of shares classified as common stock from 86,290,000 shares immediately prior to the reclassification to 60,290,000 shares immediately after the reclassification. We sold 0.2 million shares of our Series F Preferred Stock, raising
$5.4 million in net proceeds during the year ended December 31, 2022. As of December 31, 2022, we had remaining capacity to sell up to $619.6 million of Series F Preferred Stock.
Amendment to Articles of Restatement
On June 23, 2021, we filed with the SDAT the Articles Supplementary (i) setting forth the rights, preferences and terms of our newly designated Series G Preferred Stock and (ii) reclassifying and designating 4,000,000 shares of our authorized and unissued shares of common stock as shares of Series G Preferred Stock.
Amendments to Operating Partnership Agreement
In connection with the authorization of the Series F Preferred Stock in February of 2020, the Operating Partnership controlled by the Company through its ownership of GCLP Business Trust II, the general partner of the Operating Partnership, adopted the Second Amendment to its Second Amended and Restated Agreement of Limited Partnership (collectively, the “Second Amendment”), as amended from time to time, establishing the rights, privileges and preferences of 6.00% Series F Cumulative Redeemable Preferred Units, a newly-designated class of limited partnership interests (the “Series F Preferred Units”). The Second Amendment provides for the Operating Partnership’s establishment and issuance of an equal number of Series F Preferred Units as are issued shares of Series F Preferred Stock by the Company in connection with the offering upon the Company’s contribution to the Operating Partnership of the net proceeds of the offering. Generally, the Series F Preferred Units provided for under the Second Amendment have preferences, distribution rights and other provisions substantially equivalent to those of the Series F Preferred Stock.
On June 23, 2021, the Operating Partnership adopted the Third Amendment to its Second Amended and Restated Agreement of Limited Partnership, including Exhibit SGP thereto (collectively, the “Third Amendment”), establishing the rights, privileges, and preferences of 6.00% Series G Cumulative Redeemable Preferred Units, a newly-designated class of limited partnership interests (the “Series G Term Preferred Units”). The Third Amendment provides for the Operating Partnership’s establishment and issuance of an equal number of Series G Term Preferred Units as are issued shares of Series G Preferred Stock by the Company in connection with the offering of Series G Preferred Stock upon the Company’s contribution to the Operating Partnership of the net proceeds of the offering of Series G Preferred Stock. Generally, the Series G Preferred Units provided for under the Third Amendment have preferences, distribution rights, and other provisions substantially equivalent to those of the Series G Preferred Stock.
On August 5, 2021, the Operating Partnership adopted the Fourth Amendment to its Second Amended and Restated Agreement of Limited Partnership, including Exhibit SGP thereto, to remove all references to the 7.00% Series D Cumulative Redeemable Preferred Units of the Partnership and update the rights, privileges, and preferences accordingly.
Non-controlling Interests in Operating Partnership
As of December 31, 2022 and 2021, we owned approximately 99.0% and 99.3%, respectively, of the outstanding OP Units. On September 20, 2022, we issued 134,474 OP Units as partial consideration to acquire our 49,375 square foot property located in Fort Payne, Alabama for $5.6 million. During the year ended December 31, 2021, we redeemed 246,039 OP units for an equivalent amount of common stock.
The Operating Partnership is required to make distributions on each OP Unit in the same amount as those paid on each share of the Company’s common stock, with the distributions on the OP Units held by the Company being utilized to make distributions to the Company’s common stockholders.
As of December 31, 2022 and 2021, there were 391,468 and 256,994 outstanding OP Units held by Non-controlling OP Unitholders, respectively.
9. Subsequent Events
Distributions
On January 10, 2023, our Board of Directors declared the following monthly distributions for the months of January, February, and March of 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Record Date | | Payment Date | | Common Stock and Non-controlling OP Unit Distributions per Share | | Series E Preferred Distributions per Share | | Series G Preferred Distributions per Share |
| January 20, 2023 | | January 31, 2023 | | $ | 0.10 | | | $ | 0.138021 | | | $ | 0.125 | |
| February 17, 2023 | | February 28, 2023 | | 0.10 | | | 0.138021 | | | 0.125 | |
| March 17, 2023 | | March 31, 2023 | | 0.10 | | | 0.138021 | | | 0.125 | |
| | | | $ | 0.30 | | | $ | 0.414063 | | | $ | 0.375 | |
| | | | | | | | | | | | | | |
| Series F Preferred Stock Distributions |
| Record Date | | Payment Date | | Distribution per Share |
| January 26, 2023 | | February 6, 2023 | | $ | 0.125 | |
| February 23, 2023 | | March 6, 2023 | | 0.125 | |
| March 29, 2023 | | April 6, 2023 | | 0.125 | |
| | | | $ | 0.375 | |
| | | | | | | | | | | | | | |
| Senior Common Stock Distributions |
| Payable to the Holders of Record During the Month of: | | Payment Date | | Distribution per Share |
| January | | February 6, 2023 | | $ | 0.0875 | |
| February | | March 6, 2023 | | 0.0875 | |
| March | | April 6, 2023 | | 0.0875 | |
| | | | $ | 0.2625 | |
Equity Activity
Subsequent to December 31, 2022 and through February 22, 2023, we raised $4.0 million in net proceeds from the sale of 0.2 million shares of common stock under our Common Stock ATM Program and $0.3 million in net proceeds from the sale of 13,360 sales of Series F Preferred Stock. We made no sales under our Series E Preferred ATM Program subsequent to December 31, 2022 and through February 22, 2023.
GLADSTONE COMMERCIAL CORPORATION
SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2022 (Dollars in Thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Initial Cost | | Total Cost | | | | |
| Location of Property | Encumbrances | Land | Buildings &
Improvements | Improvement
Costs Capitalized
Subsequent to
Acquisition | Land | Buildings &
Improvements | Total
(1) | Accumulated
Depreciation (2) | Net Real
Estate | Year
Construction/
Improvements | Date
Acquired |
| Raleigh, North Carolina (3) | | | | | | | | | | | |
| Office Building | $ | — | | $ | 960 | | $ | 4,481 | | $ | 1,345 | | $ | 960 | | $ | 5,826 | | $ | 6,786 | | $ | 3,128 | | $ | 3,658 | | 1997 | 12/23/2003 |
| Canton, Ohio (3) | | | | | | | | | | | |
| Office Building | — | | 186 | | 3,083 | | 500 | | 187 | | 3,582 | | 3,769 | | 1,869 | | 1,900 | | 1994 | 1/30/2004 |
| Akron, Ohio (3) | | | | | | | | | | | |
| Office Building | — | | 1,973 | | 6,771 | | 4,042 | | 1,974 | | 10,812 | | 12,786 | | 4,529 | | 8,257 | | 1968/1999 | 4/29/2004 |
| Canton, North Carolina (3) | | | | | | | | | | | |
| Industrial Building | — | | 150 | | 5,050 | | 7,285 | | 150 | | 12,335 | | 12,485 | | 3,931 | | 8,554 | | 1998/2014 | 7/6/2004 |
| Crenshaw, Pennsylvania (3) | | | | | | | | | | | |
| Industrial Building | — | | 100 | | 6,574 | | 269 | | 100 | | 6,843 | | 6,943 | | 3,254 | | 3,689 | | 1991 | 8/5/2004 |
| Lexington, North Carolina (3) | | | | | | | | | | | |
| Industrial Building | — | | 820 | | 2,107 | | 69 | | 820 | | 2,176 | | 2,996 | | 1,062 | | 1,934 | | 1986 | 8/5/2004 |
| Mt. Pocono, Pennsylvania (3) | | | | | | | | | | | |
| Industrial Building | — | | 350 | | 5,819 | | 18 | | 350 | | 5,837 | | 6,187 | | 2,762 | | 3,425 | | 1995/1999 | 10/15/2004 |
| San Antonio, Texas (3) | | | | | | | | | | | |
| Office Building | — | | 843 | | 7,514 | | 3,007 | | 843 | | 10,521 | | 11,364 | | 4,651 | | 6,713 | | 1999 | 2/10/2005 |
| Big Flats, New York (3) | | | | | | | | | | | |
| Industrial Building | — | | 275 | | 6,459 | | 515 | | 275 | | 6,974 | | 7,249 | | 3,013 | | 4,236 | | 2001 | 4/15/2005 |
| Wichita, Kansas (3) | | | | | | | | | | | |
| Office Building | — | | 1,525 | | 9,703 | | 674 | | 1,525 | | 10,377 | | 11,902 | | 4,829 | | 7,073 | | 2000 | 5/18/2005 |
| Eatontown, New Jersey (3) | | | | | | | | | | | |
| Office Building | — | | 1,351 | | 3,520 | | 534 | | 1,351 | | 4,054 | | 5,405 | | 1,920 | | 3,485 | | 1991 | 7/7/2005 |
| Duncan, South Carolina (3) | | | | | | | | | | | |
| Industrial Building | — | | 783 | | 10,790 | | 1,889 | | 783 | | 12,679 | | 13,462 | | 5,582 | | 7,880 | | 1984/2001/2007 | 7/14/2005 |
| Duncan, South Carolina (3) | | | | | | | | | | | |
| Industrial Building | — | | 195 | | 2,682 | | 470 | | 195 | | 3,152 | | 3,347 | | 1,387 | | 1,960 | | 1984/2001/2007 | 7/14/2005 |
| Clintonville, Wisconsin (3) | | | | | | | | | | | |
| Industrial Building | — | | 55 | | 4,717 | | 3,250 | | 55 | | 7,967 | | 8,022 | | 3,114 | | 4,908 | | 1992/2013 | 10/31/2005 |
| Burnsville, Minnesota (3) | | | | | | | | | | | |
| Office Building | — | | 3,511 | | 8,746 | | 7,736 | | 3,511 | | 16,482 | | 19,993 | | 8,207 | | 11,786 | | 1984 | 5/10/2006 |
| Menomonee Falls, Wisconsin (3) | | | | | | | | | | | |
| Industrial Building | — | | 625 | | 6,911 | | 686 | | 625 | | 7,597 | | 8,222 | | 3,401 | | 4,821 | | 1986/2000 | 6/30/2006 |
| Baytown, Texas | | | | | | | | | | | |
| Medical Office Building | — | | 221 | | 2,443 | | 2,563 | | 221 | | 5,006 | | 5,227 | | 3,523 | | 1,704 | | 1997 | 7/11/2006 |
| Mason, Ohio | | | | | | | | | | | |
| Office Building | — | | 797 | | 6,258 | | 848 | | 797 | | 7,106 | | 7,903 | | 3,228 | | 4,675 | | 2002 | 1/5/2007 |
| Raleigh, North Carolina (3) | | | | | | | | | | | |
| Industrial Building | — | | 1,606 | | 5,513 | | 4,700 | | 1,606 | | 10,213 | | 11,819 | | 4,574 | | 7,245 | | 1994 | 2/16/2007 |
| Tulsa, Oklahoma (3) | | | | | | | | | | | |
| Industrial Building | — | | — | | 14,057 | | 687 | | — | | 14,744 | | 14,744 | | 6,774 | | 7,970 | | 2004 | 3/1/2007 |
| Hialeah, Florida (3) | | | | | | | | | | | |
| Industrial Building | — | | 3,562 | | 6,672 | | 1,310 | | 3,562 | | 7,982 | | 11,544 | | 3,109 | | 8,435 | | 1956/1992 | 3/9/2007 |
| Mason, Ohio (3) | | | | | | | | | | | |
| Retail Building | — | | 1,201 | | 4,961 | | — | | 1,201 | | 4,961 | | 6,162 | | 2,009 | | 4,153 | | 2007 | 7/1/2007 |
| Cicero, New York (3) | | | | | | | | | | | |
| Industrial Building | — | | 299 | | 5,019 | | 150 | | 299 | | 5,169 | | 5,468 | | 1,973 | | 3,495 | | 2005 | 9/6/2007 |
| Grand Rapids, Michigan (3) | | | | | | | | | | | |
| Office Building | — | | 1,629 | | 10,500 | | 308 | | 1,629 | | 10,808 | | 12,437 | | 4,423 | | 8,014 | | 2001 | 9/28/2007 |
| Bolingbrook, Illinois (3) | | | | | | | | | | | |
| Industrial Building | — | | 1,272 | | 5,003 | | 996 | | 1,272 | | 5,999 | | 7,271 | | 2,746 | | 4,525 | | 2002 | 9/28/2007 |
| Decatur, Georgia (3) | | | | | | | | | | | |
| Medical Office Building | — | | 783 | | 3,241 | | — | | 783 | | 3,241 | | 4,024 | | 1,315 | | 2,709 | | 1989 | 12/13/2007 |
| Decatur, Georgia (3) | | | | | | | | | | | |
| Medical Office Building | — | | 205 | | 847 | | — | | 205 | | 847 | | 1,052 | | 344 | | 708 | | 1989 | 12/13/2007 |
| Decatur, Georgia (3) | | | | | | | | | | | |
| Medical Office Building | — | | 257 | | 1,062 | | — | | 257 | | 1,062 | | 1,319 | | 431 | | 888 | | 1989 | 12/13/2007 |
| Lawrenceville, Georgia (3) | | | | | | | | | | | |
| Medical Office Building | — | | 678 | | 2,807 | | — | | 678 | | 2,807 | | 3,485 | | 1,139 | | 2,346 | | 2005 | 12/13/2007 |
| Snellville, Georgia (3) | | | | | | | | | | | |
| Medical Office Building | — | | 176 | | 727 | | — | | 176 | | 727 | | 903 | | 295 | | 608 | | 1986 | 12/13/2007 |
| Covington, Georgia (3) | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Initial Cost | | Total Cost | | | | |
| Location of Property | Encumbrances | Land | Buildings &
Improvements | Improvement
Costs Capitalized
Subsequent to
Acquisition | Land | Buildings &
Improvements | Total
(1) | Accumulated
Depreciation (2) | Net Real
Estate | Year
Construction/
Improvements | Date
Acquired |
| Medical Office Building | — | | 232 | | 959 | | — | | 232 | | 959 | | 1,191 | | 389 | | 802 | | 2000 | 12/13/2007 |
| Conyers, Georgia (3) | | | | | | | | | | | |
| Medical Office Building | — | | 296 | | 1,228 | | — | | 296 | | 1,228 | | 1,524 | | 498 | | 1,026 | | 1994 | 12/13/2007 |
| Cumming, Georgia (3) | | | | | | | | | | | |
| Medical Office Building | — | | 738 | | 3,055 | | 2,524 | | 741 | | 5,576 | | 6,317 | | 1,915 | | 4,402 | | 2004 | 12/13/2007 |
| Reading, Pennsylvania (3) | | | | | | | | | | | |
| Industrial Building | — | | 491 | | 6,202 | | 357 | | 491 | | 6,559 | | 7,050 | | 2,396 | | 4,654 | | 2007 | 1/29/2008 |
| Fridley, Minnesota | | | | | | | | | | | |
| Office Building | — | | 1,354 | | 8,074 | | 1,824 | | 1,383 | | 9,869 | | 11,252 | | 4,176 | | 7,076 | | 1985/2006 | 2/26/2008 |
| Pineville, North Carolina (3) | | | | | | | | | | | |
| Industrial Building | — | | 669 | | 3,028 | | 293 | | 669 | | 3,321 | | 3,990 | | 1,315 | | 2,675 | | 1985 | 4/30/2008 |
| Marietta, Ohio (3) | | | | | | | | | | | |
| Industrial Building | — | | 829 | | 6,607 | | 529 | | 829 | | 7,136 | | 7,965 | | 2,678 | | 5,287 | | 1992/2007 | 8/29/2008 |
| Chalfont, Pennsylvania (3) | | | | | | | | | | | |
| Industrial Building | — | | 1,249 | | 6,420 | | 1,024 | | 1,249 | | 7,444 | | 8,693 | | 2,877 | | 5,816 | | 1987 | 8/29/2008 |
| Orange City, Iowa | | | | | | | | | | | |
| Industrial Building | 3,772 | | 258 | | 5,861 | | 6 | | 258 | | 5,867 | | 6,125 | | 2,210 | | 3,915 | | 1990 | 12/15/2010 |
| Hickory, North Carolina (3) | | | | | | | | | | | |
| Office Building | — | | 1,163 | | 6,605 | | 357 | | 1,163 | | 6,962 | | 8,125 | | 3,414 | | 4,711 | | 2008 | 4/4/2011 |
| Springfield, Missouri (3) | | | | | | | | | | | |
| Office Building | — | | 1,700 | | 12,038 | | 924 | | 1,845 | | 12,817 | | 14,662 | | 4,408 | | 10,254 | | 2006 | 6/20/2011 |
| Dartmouth, Massachusetts (3) | | | | | | | | | | | |
| Retail Location | — | | — | | 4,236 | | — | | — | | 4,236 | | 4,236 | | 1,315 | | 2,921 | | 2011 | 11/18/2011 |
| Springfield, Missouri | | | | | | | | | | | |
| Retail Location | 991 | | — | | 2,275 | | — | | — | | 2,275 | | 2,275 | | 848 | | 1,427 | | 2005 | 12/13/2011 |
| Pittsburgh, Pennsylvania (3) | | | | | | | | | | | |
| Office Building | — | | 281 | | 3,205 | | 743 | | 281 | | 3,948 | | 4,229 | | 1,599 | | 2,630 | | 1968 | 12/28/2011 |
| Ashburn, Virginia (3) | | | | | | | | | | | |
| Office Building | — | | 706 | | 7,858 | | — | | 705 | | 7,859 | | 8,564 | | 2,824 | | 5,740 | | 2002 | 1/25/2012 |
| Ottumwa, Iowa | | | | | | | | | | | |
| Industrial Building | 1,969 | | 212 | | 5,072 | | 310 | | 212 | | 5,382 | | 5,594 | | 1,825 | | 3,769 | | 1970 | 5/30/2012 |
| New Albany, Ohio | | | | | | | | | | | |
| Office Building | — | | 1,658 | | 8,746 | | 130 | | 1,658 | | 8,876 | | 10,534 | | 3,396 | | 7,138 | | 2007 | 6/5/2012 |
| Columbus, Georgia (3) | | | | | | | | | | | |
| Office Building | — | | 1,378 | | 4,520 | | — | | 1,378 | | 4,520 | | 5,898 | | 1,966 | | 3,932 | | 2012 | 6/21/2012 |
| Fort Worth, Texas | | | | | | | | | | | |
| Industrial Building | 8,867 | | 963 | | 15,647 | | — | | 963 | | 15,647 | | 16,610 | | 4,819 | | 11,791 | | 2005 | 11/8/2012 |
| Columbia, South Carolina | | | | | | | | | | | |
| Office Building | 9,015 | | 1,905 | | 20,648 | | (10,280) | | 428 | | 11,845 | | 12,273 | | 9,260 | | 3,013 | | 2010 | 11/21/2012 |
| Egg Harbor, New Jersey | | | | | | | | | | | |
| Office Building | 2,712 | | 1,627 | | 3,017 | | 315 | | 1,627 | | 3,332 | | 4,959 | | 1,205 | | 3,754 | | 1985 | 3/28/2013 |
| Vance, Alabama (3) | | | | | | | | | | | |
| Industrial Building | — | | 457 | | 10,529 | | 6,692 | | 457 | | 17,221 | | 17,678 | | 4,519 | | 13,159 | | 2013 | 5/9/2013 |
| Blaine, Minnesota | | | | | | | | | | | |
| Office Building | 6,849 | | 1,060 | | 10,518 | | 1,178 | | 842 | | 11,914 | | 12,756 | | 4,128 | | 8,628 | | 2009 | 5/10/2013 |
| Austin, Texas | | | | | | | | | | | |
| Office Building | 29,314 | | 2,330 | | 44,021 | | 3,120 | | 2,330 | | 47,141 | | 49,471 | | 19,800 | | 29,671 | | 1999 | 7/9/2013 |
| Englewood, Colorado (3) | | | | | | | | | | | |
| Office Building | — | | 1,503 | | 11,739 | | 280 | | 1,503 | | 12,019 | | 13,522 | | 4,454 | | 9,068 | | 2008 | 12/11/2013 |
| Novi, Michigan | | | | | | | | | | | |
| Industrial Building | 3,453 | | 352 | | 5,626 | | — | | 352 | | 5,626 | | 5,978 | | 1,751 | | 4,227 | | 1988 | 12/27/2013 |
| Allen, Texas (3) | | | | | | | | | | | |
| Retail Building | — | | 874 | | 3,634 | | — | | 874 | | 3,634 | | 4,508 | | 1,100 | | 3,408 | | 2004 | 3/27/2014 |
| Colleyville, Texas (3) | | | | | | | | | | | |
| Retail Building | — | | 1,277 | | 2,424 | | — | | 1,277 | | 2,424 | | 3,701 | | 721 | | 2,980 | | 2000 | 3/27/2014 |
| Coppell, Texas (3) | | | | | | | | | | | |
| Retail Building | — | | 1,448 | | 3,349 | | — | | 1,448 | | 3,349 | | 4,797 | | 996 | | 3,801 | | 2005 | 5/8/2014 |
| Columbus, Ohio (3) | | | | | | | | | | | |
| Office Building | — | | 990 | | 8,017 | | 2,797 | | 990 | | 10,814 | | 11,804 | | 4,033 | | 7,771 | | 1986 | 5/13/2014 |
| Taylor, Pennsylvania (3) | | | | | | | | | | | |
| Industrial Building | — | | 3,101 | | 25,405 | | 1,248 | | 3,101 | | 26,653 | | 29,754 | | 7,606 | | 22,148 | | 2000/2006 | 6/9/2014 |
| Aurora, Colorado (3) | | | | | | | | | | | |
| Industrial Building | — | | 2,882 | | 3,917 | | 96 | | 2,882 | | 4,013 | | 6,895 | | 1,220 | | 5,675 | | 1983 | 7/1/2014 |
| Indianapolis, Indiana (3) | | | | | | | | | | | |
| Office Building | — | | 502 | | 6,422 | | 1,894 | | 498 | | 8,320 | | 8,818 | | 2,993 | | 5,825 | | 1981/2014 | 9/3/2014 |
| Denver, Colorado (3) | | | | | | | | | | | |
| Industrial Building | — | | 1,621 | | 7,071 | | 11,878 | | 1,621 | | 18,949 | | 20,570 | | 3,233 | | 17,337 | | 1985 | 10/31/2014 |
| Monroe, Michigan | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Initial Cost | | Total Cost | | | | |
| Location of Property | Encumbrances | Land | Buildings &
Improvements | Improvement
Costs Capitalized
Subsequent to
Acquisition | Land | Buildings &
Improvements | Total
(1) | Accumulated
Depreciation (2) | Net Real
Estate | Year
Construction/
Improvements | Date
Acquired |
| Industrial Building | 9,164 | | 658 | | 14,607 | | 195 | | 658 | | 14,802 | | 15,460 | | 3,713 | | 11,747 | | 2004 | 12/23/2014 |
| Monroe, Michigan | | | | | | | | | | | |
| Industrial Building | 6,395 | | 460 | | 10,225 | | (20) | | 459 | | 10,206 | | 10,665 | | 2,574 | | 8,091 | | 2004 | 12/23/2014 |
| Richardson, Texas | | | | | | | | | | | |
| Office Building | 12,342 | | 2,728 | | 15,372 | | 1,135 | | 2,728 | | 16,507 | | 19,235 | | 6,071 | | 13,164 | | 1985/2008 | 3/6/2015 |
| Birmingham, Alabama (3) | | | | | | | | | | | |
| Office Building | — | | 650 | | 2,034 | | 103 | | 650 | | 2,137 | | 2,787 | | 746 | | 2,041 | | 1982/2010 | 3/20/2015 |
| Dublin, Ohio (3) | | | | | | | | | | | |
| Office Building | — | | 1,338 | | 5,058 | | 1,086 | | 1,338 | | 6,144 | | 7,482 | | 1,926 | | 5,556 | | 1980/Various | 5/28/2015 |
| Draper, Utah | | | | | | | | | | | |
| Office Building | 10,410 | | 3,248 | | 13,129 | | 74 | | 3,248 | | 13,203 | | 16,451 | | 3,868 | | 12,583 | | 2008 | 5/29/2015 |
| Hapeville, Georgia (3) | | | | | | | | | | | |
| Office Building | — | | 2,272 | | 8,778 | | 263 | | 2,272 | | 9,041 | | 11,313 | | 2,445 | | 8,868 | | 1999/2007 | 7/15/2015 |
| Villa Rica, Georgia | | | | | | | | | | | |
| Industrial Building | 3,327 | | 293 | | 5,277 | | 18 | | 293 | | 5,295 | | 5,588 | | 1,421 | | 4,167 | | 2000/2014 | 10/20/2015 |
| Taylorsville, Utah | | | | | | | | | | | |
| Office Building | 8,340 | | 3,008 | | 10,659 | | 501 | | 3,008 | | 11,160 | | 14,168 | | 3,759 | | 10,409 | | 1997 | 5/26/2016 |
| Fort Lauderdale, Florida | | | | | | | | | | | |
| Office Building | 11,867 | | 4,117 | | 15,516 | | 4,247 | | 4,117 | | 19,763 | | 23,880 | | 5,618 | | 18,262 | | 1984 | 9/12/2016 |
| King of Prussia, Pennsylvania | | | | | | | | | | | |
| Office Building | 13,939 | | 3,681 | | 15,739 | | 473 | | 3,681 | | 16,212 | | 19,893 | | 4,432 | | 15,461 | | 2001 | 12/14/2016 |
| Conshohocken, Pennsylvania | | | | | | | | | | | |
| Office Building | 9,456 | | 1,996 | | 10,880 | | — | | 1,996 | | 10,880 | | 12,876 | | 2,400 | | 10,476 | | 1996 | 6/22/2017 |
| Philadelphia, Pennsylvania | | | | | | | | | | | |
| Industrial Building | 14,803 | | 5,896 | | 16,282 | | 62 | | 5,906 | | 16,334 | | 22,240 | | 4,204 | | 18,036 | | 1994/2011 | 7/7/2017 |
| Maitland, Florida | | | | | | | | | | | |
| Office Building | 14,434 | | 3,073 | | 19,661 | | 849 | | 3,091 | | 20,492 | | 23,583 | | 5,874 | | 17,709 | | 1998 | 7/31/2017 |
| Maitland, Florida | | | | | | | | | | | |
| Office Building | 7,237 | | 2,095 | | 9,339 | | 9 | | 2,095 | | 9,348 | | 11,443 | | 2,106 | | 9,337 | | 1999 | 7/31/2017 |
| Columbus, Ohio (3) | | | | | | | | | | | |
| Office Building | — | | 1,926 | | 11,410 | | 332 | | 1,925 | | 11,743 | | 13,668 | | 2,700 | | 10,968 | | 2007 | 12/1/2017 |
| Salt Lake City, Utah (3) | | | | | | | | | | | |
| Office Building | — | | 4,446 | | 9,938 | | 801 | | 4,446 | | 10,739 | | 15,185 | | 2,773 | | 12,412 | | 2007 | 12/1/2017 |
| Vance, Alabama (3) | | | | | | | | | | | |
| Industrial Building | — | | 459 | | 12,224 | | 44 | | 469 | | 12,258 | | 12,727 | | 2,158 | | 10,569 | | 2018 | 3/9/2018 |
| Columbus, Ohio | | | | | | | | | | | |
| Industrial Building | 4,315 | | 681 | | 6,401 | | — | | 681 | | 6,401 | | 7,082 | | 1,418 | | 5,664 | | 1990 | 9/20/2018 |
| Detroit, Michigan | | | | | | | | | | | |
| Industrial Building | 5,875 | | 1,458 | | 10,092 | | 10 | | 1,468 | | 10,092 | | 11,560 | | 1,524 | | 10,036 | | 1997 | 10/30/2018 |
| Detroit, Michigan (3) | | | | | | | | | | | |
| Industrial Building | — | | 662 | | 6,681 | | 10 | | 672 | | 6,681 | | 7,353 | | 1,026 | | 6,327 | | 2002/2016 | 10/30/2018 |
| Lake Mary, Florida | | | | | | | | | | | |
| Office Building | 9,961 | | 3,018 | | 11,756 | | 161 | | 3,020 | | 11,915 | | 14,935 | | 2,060 | | 12,875 | | 1997/2018 | 12/27/2018 |
| Moorestown, New Jersey (3) | | | | | | | | | | | |
| Industrial Building | — | | 471 | | 1,825 | | — | | 471 | | 1,825 | | 2,296 | | 437 | | 1,859 | | 1991 | 2/8/2019 |
| Indianapolis, Indiana (3) | | | | | | | | | | | |
| Industrial Building | — | | 255 | | 2,809 | | — | | 255 | | 2,809 | | 3,064 | | 423 | | 2,641 | | 1989/2019 | 2/28/2019 |
| Ocala, Florida (3) | | | | | | | | | | | |
| Industrial Building | — | | 1,286 | | 8,535 | | — | | 1,286 | | 8,535 | | 9,821 | | 1,085 | | 8,736 | | 2001 | 4/5/2019 |
| Ocala, Florida (3) | | | | | | | | | | | |
| Industrial Building | — | | 725 | | 4,814 | | 849 | | 724 | | 5,664 | | 6,388 | | 685 | | 5,703 | | 1965/2007 | 4/5/2019 |
| Delaware, Ohio (3) | | | | | | | | | | | |
| Industrial Building | — | | 316 | | 2,355 | | — | | 316 | | 2,355 | | 2,671 | | 363 | | 2,308 | | 2005 | 4/30/2019 |
| Tifton, Georgia | | | | | | | | | | | |
| Industrial Building | 7,856 | | — | | 15,190 | | 1,725 | | 1,725 | | 15,190 | | 16,915 | | 1,807 | | 15,108 | | 1995/2003 | 6/18/2019 |
| Denton, Texas (3) | | | | | | | | | | | |
| Industrial Building | — | | 1,497 | | 4,151 | | — | | 1,496 | | 4,152 | | 5,648 | | 630 | | 5,018 | | 2012 | 7/30/2019 |
| Temple, Texas (3) | | | | | | | | | | | |
| Industrial Building | — | | 200 | | 4,335 | | 65 | | 200 | | 4,400 | | 4,600 | | 581 | | 4,019 | | 1973/2006 | 9/26/2019 |
| Temple, Texas (3) | | | | | | | | | | | |
| Industrial Building | — | | 296 | | 6,425 | | 99 | | 296 | | 6,524 | | 6,820 | | 861 | | 5,959 | | 1978/2006 | 9/26/2019 |
| Indianapolis, Indiana (3) | | | | | | | | | | | |
| Industrial Building | — | | 1,158 | | 5,162 | | 4 | | 1,162 | | 5,162 | | 6,324 | | 979 | | 5,345 | | 1967/1998 | 11/14/2019 |
| Jackson, Tennessee | | | | | | | | | | | |
| Industrial Building | 4,421 | | 311 | | 7,199 | | — | | 311 | | 7,199 | | 7,510 | | 729 | | 6,781 | | 2019 | 12/16/2019 |
| Carrollton, Georgia | | | | | | | | | | | |
| Industrial Building | 3,929 | | 291 | | 6,720 | | — | | 292 | | 6,719 | | 7,011 | | 658 | | 6,353 | | 2015/2019 | 12/17/2019 |
| New Orleans, Louisiana | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Initial Cost | | Total Cost | | | | |
| Location of Property | Encumbrances | Land | Buildings &
Improvements | Improvement
Costs Capitalized
Subsequent to
Acquisition | Land | Buildings &
Improvements | Total
(1) | Accumulated
Depreciation (2) | Net Real
Estate | Year
Construction/
Improvements | Date
Acquired |
| Industrial Building | 3,517 | | 2,168 | | 4,667 | | 25 | | 2,166 | | 4,694 | | 6,860 | | 751 | | 6,109 | | 1975 | 12/17/2019 |
| San Antonio, Texas | | | | | | | | | | | |
| Industrial Building | 3,610 | | 775 | | 6,877 | | 815 | | 773 | | 7,694 | | 8,467 | | 790 | | 7,677 | | 1985 | 12/17/2019 |
| Port Allen, Louisiana | | | | | | | | | | | |
| Industrial Building | 2,675 | | 292 | | 3,411 | | 349 | | 291 | | 3,761 | | 4,052 | | 491 | | 3,561 | | 1983/2005 | 12/17/2019 |
| Albuquerque, New Mexico | | | | | | | | | | | |
| Industrial Building | 1,731 | | 673 | | 2,291 | | (3) | | 671 | | 2,290 | | 2,961 | | 271 | | 2,690 | | 1998/2017 | 12/17/2019 |
| Tucson, Arizona | | | | | | | | | | | |
| Industrial Building | 3,239 | | 819 | | 4,636 | | 161 | | 817 | | 4,799 | | 5,616 | | 523 | | 5,093 | | 1987/1995/2005 | 12/17/2019 |
| Albuquerque, New Mexico | | | | | | | | | | | |
| Industrial Building | 3,276 | | 818 | | 5,219 | | 234 | | 815 | | 5,456 | | 6,271 | | 571 | | 5,700 | | 2000/2018 | 12/17/2019 |
| Indianapolis, Indiana (3) | | | | | | | | | | | |
| Industrial Building | — | | 489 | | 3,956 | | 223 | | 493 | | 4,175 | | 4,668 | | 454 | | 4,214 | | 1987 | 1/8/2020 |
| Houston, Texas | | | | | | | | | | | |
| Industrial Building | 9,350 | | 1,714 | | 14,170 | | 3 | | 1,717 | | 14,170 | | 15,887 | | 1,214 | | 14,673 | | 2000/2018 | 1/27/2020 |
| Charlotte, North Carolina | | | | | | | | | | | |
| Industrial Building | 5,051 | | 1,458 | | 6,778 | | 4 | | 1,461 | | 6,779 | | 8,240 | | 738 | | 7,502 | | 1995/1999/2006 | 1/27/2020 |
| St. Charles, Missouri | | | | | | | | | | | |
| Industrial Building | 2,794 | | 924 | | 3,749 | | 4 | | 928 | | 3,749 | | 4,677 | | 332 | | 4,345 | | 2012 | 1/27/2020 |
| Crandall, Georgia | | | | | | | | | | | |
| Industrial Building | 16,475 | | 2,711 | | 26,632 | | 172 | | 2,711 | | 26,804 | | 29,515 | | 2,246 | | 27,269 | | 2020 | 3/9/2020 |
| Terre Haute, Indiana (3) | | | | | | | | | | | |
| Industrial Building | — | | 502 | | 8,076 | | — | | 502 | | 8,076 | | 8,578 | | 564 | | 8,014 | | 2010 | 9/1/2020 |
| Montgomery, Alabama (3) | | | | | | | | | | | |
| Industrial Building | — | | 599 | | 11,290 | | 3 | | 602 | | 11,290 | | 11,892 | | 994 | | 10,898 | | 1990/1997 | 10/14/2020 |
| Huntsville, Alabama | | | | | | | | | | | |
| Industrial Building | 9,799 | | 1,445 | | 15,040 | | 11,158 | | 1,445 | | 26,198 | | 27,643 | | 1,565 | | 26,078 | | 2001 | 12/18/2020 |
| Pittsburgh, Pennsylvania | | | | | | | | | | | |
| Industrial Building | 6,375 | | 1,422 | | 10,094 | | 150 | | 1,422 | | 10,244 | | 11,666 | | 941 | | 10,725 | | 1994 | 12/21/2020 |
| Findlay, Ohio | | | | | | | | | | | |
| Industrial Building | 5,219 | | 258 | | 8,847 | | — | | 258 | | 8,847 | | 9,105 | | 614 | | 8,491 | | 1992/2008 | 1/22/2021 |
| Baytown, Texas (3) | | | | | | | | | | | |
| Industrial Building | — | | 1,604 | | 5,533 | | 3 | | 1,607 | | 5,533 | | 7,140 | | 415 | | 6,725 | | 2018 | 6/17/2021 |
| Pacific, Missouri (3) | | | | | | | | | | | |
| Industrial Building | — | | 926 | | 7,294 | | — | | 926 | | 7,294 | | 8,220 | | 346 | | 7,874 | | 2019/2021 | 7/21/2021 |
| Pacific, Missouri (3) | | | | | | | | | | | |
| Industrial Building | — | | 235 | | 1,852 | | — | | 235 | | 1,852 | | 2,087 | | 88 | | 1,999 | | 2019/2021 | 7/21/2021 |
| Pacific, Missouri (3) | | | | | | | | | | | |
| Industrial Building | — | | 607 | | 4,782 | | — | | 607 | | 4,782 | | 5,389 | | 227 | | 5,162 | | 2019/2021 | 7/21/2021 |
| Pacific, Missouri (3) | | | | | | | | | | | |
| Industrial Building | — | | 257 | | 2,027 | | — | | 257 | | 2,027 | | 2,284 | | 96 | | 2,188 | | 2019/2021 | 7/21/2021 |
| Peru, Illinois (3) | | | | | | | | | | | |
| Industrial Building | — | | 89 | | 1,413 | | 147 | | 89 | | 1,560 | | 1,649 | | 87 | | 1,562 | | 1987/1998 | 8/20/2021 |
| Peru, Illinois (3) | | | | | | | | | | | |
| Industrial Building | — | | 140 | | 2,225 | | 230 | | 140 | | 2,455 | | 2,595 | | 138 | | 2,457 | | 1987/1998 | 8/20/2021 |
| Charlotte, North Carolina (3) | | | | | | | | | | | |
| Industrial Building | — | | 1,400 | | 10,615 | | — | | 1,400 | | 10,615 | | 12,015 | | 514 | | 11,501 | | 1972/2018 | 11/3/2021 |
| Atlanta, Georgia (3) | | | | | | | | | | | |
| Industrial Building | — | | 1,255 | | 8,787 | | 1,503 | | 1,255 | | 10,290 | | 11,545 | | 371 | | 11,174 | | 1974 | 12/21/2021 |
| Crossville, Tennessee | | | | | | | | | | | |
| Industrial Building | 16,000 | | 434 | | 24,589 | | — | | 434 | | 24,589 | | 25,023 | | 690 | | 24,333 | | 2020 | 12/21/2021 |
| Wilkesboro, North Carolina (3) | | | | | | | | | | | |
| Industrial Building | — | | 346 | | 5,758 | | — | | 346 | | 5,758 | | 6,104 | | 192 | | 5,912 | | 2014 | 2/24/2022 |
| Oklahoma City, Oklahoma (3) | | | | | | | | | | | |
| Industrial Building | — | | 470 | | 4,688 | | 1 | | 470 | | 4,689 | | 5,159 | | 128 | | 5,031 | | 1999/2004 | 3/11/2022 |
| Cleveland, Ohio | | | | | | | | | | | |
| Industrial Building | 3,593 | | 628 | | 5,252 | | 495 | | 628 | | 5,747 | | 6,375 | | 204 | | 6,171 | | 1966/1972/2000/2013 | 5/4/2022 |
| Fort Payne, Alabama | | | | | | | | | | | |
| Industrial Building | 6,443 | | 217 | | 10,778 | | — | | 217 | | 10,778 | | 10,995 | | 247 | | 10,748 | | 2013 | 5/4/2022 |
| Wilmington, North Carolina | | | | | | | | | | | |
| Industrial Building | 6,401 | | 1,104 | | 9,730 | | — | | 1,104 | | 9,730 | | 10,834 | | 274 | | 10,560 | | 2000/2020 | 5/12/2022 |
| Wilmington, North Carolina | | | | | | | | | | | |
| Industrial Building | 3,309 | | 571 | | 5,031 | | 1 | | 571 | | 5,032 | | 5,603 | | 142 | | 5,461 | | 2000/2020 | 5/12/2022 |
| Wilmington, North Carolina | | | | | | | | | | | |
| Industrial Building | 254 | | 44 | | 386 | | 1 | | 44 | | 387 | | 431 | | 11 | | 420 | | 2000/2020 | 5/12/2022 |
| Bridgeton, New Jersey | | | | | | | | | | | |
| Industrial Building | 1,945 | | 571 | | 2,753 | | 3 | | 574 | | 2,753 | | 3,327 | | 59 | | 3,268 | | 2017 | 8/5/2022 |
| Vineland, New Jersey | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Initial Cost | | Total Cost | | | | |
| Location of Property | Encumbrances | Land | Buildings &
Improvements | Improvement
Costs Capitalized
Subsequent to
Acquisition | Land | Buildings &
Improvements | Total
(1) | Accumulated
Depreciation (2) | Net Real
Estate | Year
Construction/
Improvements | Date
Acquired |
| Industrial Building | 14,968 | | 860 | | 24,634 | | 4 | | 864 | | 24,634 | | 25,498 | | 354 | | 25,144 | | 2003/2009 | 8/5/2022 |
| Jacksonville, Florida | | | | | | | | | | | |
| Industrial Building | 4,400 | | 1,099 | | 5,587 | | 222 | | 1,099 | | 5,809 | | 6,908 | | 65 | | 6,843 | | 1978 | 9/16/2022 |
| Fort Payne, Alabama (3) | | | | | | | | | | | |
| Industrial Building | — | | 39 | | 4,774 | | — | | 39 | | 4,774 | | 4,813 | | 43 | | 4,770 | | 2022 | 9/20/2022 |
| Denver, Colorado | | | | | | | | | | | |
| Industrial Building | 6,600 | | 5,227 | | 4,649 | | 157 | | 5,228 | | 4,805 | | 10,033 | | 37 | | 9,996 | | 1978 | 10/26/2022 |
| Greenville, South Carolina (3) | | | | | | | | | | | |
| Industrial Building | — | | 411 | | 3,693 | | 105 | | 410 | | 3,799 | | 4,209 | | 4 | | 4,205 | | 1964 | 12/21/2022 |
| $ | 362,037 | | $ | 153,064 | | $ | 1,045,151 | | $ | 101,355 | | $ | 153,344 | | $ | 1,146,226 | | $ | 1,299,570 | | $ | 296,254 | | $ | 1,003,316 | | | |
(1)The aggregate cost for land and building improvements for federal income tax purposes is the same as the total gross cost of land, building improvements and acquisition costs capitalized for asset acquisitions under ASC 360, which is $1,299.6 million.
(2)Depreciable life of all buildings is the shorter of the useful life of the asset or 39 years. Depreciable life of all improvements is the shorter of the useful life of the assets or the life of the respective leases on each building, which range from 5-20 years.
(3)These properties are in our unencumbered pool of assets on our Credit Facility.
The following table reconciles the change in the balance of real estate during the years ended December 31, 2022, 2021 and 2020, respectively (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| | 2022 | | 2021 | | 2020 | |
| Balance at beginning of period | | $ | 1,225,258 | | | $ | 1,140,205 | | | $ | 1,064,389 | | |
| Additions: | | | | | | | |
| Acquisitions during period | | 99,300 | | | 85,169 | | | 111,049 | | |
| Improvements | | 26,670 | | | 14,495 | | | 11,696 | | |
| Deductions: | | | | | | | |
| Dispositions during period | | (39,823) | | | (14,611) | | | (43,383) | | |
| Impairments during period | | (11,835) | | | — | | | (3,546) | | |
| Balance at end of period | | $ | 1,299,570 | | (1) | $ | 1,225,258 | | | $ | 1,140,205 | | (2) |
(1)The real estate figure includes $12.3 million of real estate held for sale as of December 31, 2022.
(2)The real estate figure includes $11.5 million of real estate held for sale as of December 31, 2020.
The following table reconciles the change in the balance of accumulated depreciation during the years ended December 31, 2022, 2021 and 2020, respectively (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| | 2022 | | 2021 | | 2020 | |
| Balance at beginning of period | | $ | 266,672 | | | $ | 231,876 | | | $ | 210,944 | | |
| Additions during period | | 42,584 | | | 39,612 | | | 36,034 | | |
| Dispositions during period | | (13,002) | | | (4,816) | | | (15,102) | | |
| Balance at end of period | | $ | 296,254 | | (1) | $ | 266,672 | | | $ | 231,876 | | (2) |
(1)The accumulated depreciation figure includes $9.3 million of real estate held for sale as of December 31, 2022.
(2)The accumulated depreciation figure includes $3.4 million of real estate held for sale as of December 31, 2020.
