What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-08-09 compared with 2021-05-10 · 195 added, 144 removed, 493 unchanged (41% of the section changed)

3 unchanged sentences

(Dollars in Thousands, Except Share and Per Share Data)

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Real estate, at cost $ 1,152,302 $ 1,128,683

23 unchanged sentences

MEZZANINE EQUITY

Series D and E redeemable preferred stock, net, par value $ 0.001 per share;

Series D, E and G redeemable preferred stock, net, par value $ 0.001 per share;

$ 25 per share liquidation preference;

12,760,000 shares authorized, and 6,571,003 and 6,571,003 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively (3)

13,250,445 and 12,760,000 shares authorized;

and 7,061,448 and 6,571,003 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively (3)

$ 170,278 $ 159,286

2 unchanged sentences

950,000 shares authorized;

and 706,152 and 750,372 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively (3)

Common stock, par value $ 0.001 per share, 60,290,000 shares authorized and 36,224,499 and 35,331,970 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively (3)

and 665,519 and 750,372 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively (3)

Common stock, par value $ 0.001 per share, 59,799,555 and 60,290,000 shares authorized;

and 36,638,029 and 35,331,970 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively (3)

Series F redeemable preferred stock, par value $ 0.001 per share;

$ 25 per share liquidation preference;

26,000,000 shares authorized and 118,174 and 116,674 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively (3)

26,000,000 shares authorized and 162,759 and 116,674 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively (3)

Additional paid in capital 648,112 626,533

12 unchanged sentences

(Dollars in Thousands, Except Share and Per Share Data)

For the three months ended March 31,

For the three months ended June 30, For the six months ended June 30,

2021 2020 2021 2020

Operating revenues

5 unchanged sentences

Base management fee (1)

1,452 1,389 2,896 2,801

Incentive fee (1)

1,039 1,119 2,274 2,173

Administration fee (1)

338 395 634 833

General and administrative 1,073 752 1,729 1,630

Impairment charge — 1,721 — 1,721

Total operating expense before incentive fee waiver $ 25,003 $ 25,853 $ 51,905 $ 49,944

Incentive fee waiver (1) $ ( 16 ) $ — $ ( 16 ) $ —

Total operating expenses $ 24,987 $ 25,853 $ 51,889 $ 49,944

2 unchanged sentences

Loss on sale of real estate, net — — ( 882 ) ( 12 )

Other income (expense) 311 ( 5 )

Other income 223 9 534 4

Total other expense, net $ ( 6,263 ) $ ( 6,707 ) $ ( 13,998 ) $ ( 13,976 )

3 unchanged sentences

Distributions attributable to Series D, E, and F preferred stock ( 2,856 ) ( 2,688 ) ( 5,703 ) ( 5,366 )

Series D preferred stock offering costs write off ( 2,141 ) — ( 2,141 ) —

Distributions attributable to senior common stock ( 177 ) ( 204 ) ( 364 ) ( 411 )

7 unchanged sentences

Comprehensive income

Change in unrealized gain (loss) related to interest rate hedging instruments, net $ 2,424 $ ( 2,528 )

Other Comprehensive gain (loss) 2,424 ( 2,528 )

Change in unrealized (loss) gain related to interest rate hedging instruments, net $ ( 720 ) $ ( 481 ) $ 1,704 $ ( 3,009 )

Other Comprehensive (loss) gain ( 720 ) ( 481 ) 1,704 ( 3,009 )

Net income $ 2,121 $ 965 $ 2,160 $ 3,225

Comprehensive income (loss) $ 2,462 $ ( 270 )

Comprehensive income $ 1,401 $ 484 $ 3,864 $ 216

Comprehensive loss attributable to OP Units held by Non-controlling OP Unitholders 21 28 63 37

Total comprehensive income (loss) available to the Company $ 2,503 $ ( 261 )

Total comprehensive income available to the Company $ 1,422 $ 512 $ 3,927 $ 253

(1) Refer to Note 2 “Related-Party Transactions”

3 unchanged sentences

(Dollars in Thousands)

For the three months ended March 31,

For the six months ended June 30,

Cash flows from operating activities:

2 unchanged sentences

Depreciation and amortization 30,901 28,278

Impairment charge — 1,721

Loss on sale of real estate, net 882 12

10 unchanged sentences

(Decrease) increase in other liabilities ( 437 ) 941

Tenant inducement payments ( 20 ) —

Leasing commissions paid ( 724 ) ( 1,139 )

8 unchanged sentences

Payments to tenants from reserves ( 2,833 ) ( 962 )

Deposits on future acquisitions ( 400 ) —

Net cash used in investing activities $ ( 17,127 ) $ ( 70,704 )

2 unchanged sentences

Offering costs paid ( 3,804 ) ( 358 )

Redemption of Series D perpetual preferred stock ( 87,739 ) —

Borrowings under mortgage notes payable 5,500 35,855

7 unchanged sentences

Net cash (used in) provided by financing activities $ ( 14,109 ) $ 38,344

Net (decrease) increase in cash, cash equivalents, and restricted cash $ ( 1,471 ) $ 3,043

Net increase in cash, cash equivalents, and restricted cash $ 3,163 $ 3,063

Cash, cash equivalents, and restricted cash at beginning of period $ 16,076 $ 11,488

6 unchanged sentences

Non-controlling OP Units issued in connection with acquisition $ — $ 502

Series D Preferred Stock offering cost write off $ 2,141 $ —

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows (dollars in thousands):

For the three months ended March 31,

For the six months ended June 30,

Cash and cash equivalents $ 14,632 $ 9,563

18 unchanged sentences

Securities and Exchange Commission on February 16, 2021.

The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.

The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.

Use of Estimates

6 unchanged sentences

A summary of all of our significant accounting policies is provided in Note 1, “Organization, Basis of Presentation and Significant Accounting Policies,” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020.

There were no material changes to our critical accounting policies during the three months ended March 31, 2021.

There were no material changes to our critical accounting policies during the three and six months ended June 30, 2021.

Recently Issued Accounting Pronouncements

18 unchanged sentences

The services and fees under the Advisory Agreement and Administration Agreement are described below.

As of March 31, 2021 and December 31, 2020, $ 3.2 million and $ 3.0 million, respectively, were collectively due to our Adviser and Administrator.

As of June 30, 2021 and December 31, 2020, $ 3.1 million and $ 3.0 million, respectively, were collectively due to our Adviser and Administrator.

Our entrance into the Advisory Agreement and each amendment thereto has been approved unanimously by our Board of Directors.

6 unchanged sentences

however, our Adviser may earn fee income from our borrowers, tenants or other sources.

On July 14, 2020, the Company amended and restated the Advisory Agreement by entering into the Sixth Amended and Restated Investment Advisory Agreement between the Company and the Adviser (the “Sixth Amended Advisory Agreement”), which replaced the previous calculation of the base management fee with a calculation based on Gross Tangible Real Estate.

The revised base management fee will be payable quarterly in arrears and 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).

On July 14, 2020, we amended and restated the Advisory Agreement by entering into the Sixth Amended and Restated Investment Advisory Agreement between us and the Adviser (the “Sixth Amended Advisory Agreement”), which replaced the previous calculation of the base management fee with a calculation based on Gross Tangible Real Estate.

The revised base management fee will be payable quarterly in arrears and 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 our 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 Advisory Agreement remain unchanged.

The revised base management fee calculation began with the fee calculations for the quarter ended September 30, 2020.

For the three months ended March 31, 2021 and 2020, we recorded a base management fee of $ 1.4 million and $ 1.4 million, respectively.

For the three and six months ended June 30, 2021, we recorded a base management fee of $ 1.5 million and $ 2.9 million, respectively.

For the three and six months ended June 30, 2020, we recorded a base management fee of $ 1.4 million and $ 2.8 million, respectively.

Incentive Fee

5 unchanged sentences

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 three months ended March 31, 2021 and 2020, we recorded an incentive fee of $ 1.2 million and $ 1.1 million, respectively.

The Adviser did no t waive any portion of the incentive fee for the three months ended March 31, 2021 or 2020.

For the three and six months ended June 30, 2021, we recorded an incentive fee of $ 1.0 million and $ 2.3 million, respectively, partially offset by credits related to unconditional voluntary and irrevocable waivers issued by the Adviser of $ 0.02 million and $ 0.02 million, respectively, resulting in a net incentive fee for the three and six months ended June 30, 2021 of $ 1.0 million and $ 2.3 million, respectively.

For the three and six months ended June 30, 2020, we recorded an incentive fee of $ 1.1 million and $ 2.2 million, respectively.

The Adviser did no t waive any portion of the incentive fee for the three and six months ended June 30, 2020.

Capital Gain Fee

3 unchanged sentences

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 three months ended March 31, 2021 or 2020.

No capital gain fee was recognized during the three and six months ended June 30, 2021 or 2020.

Termination Fee

4 unchanged sentences

Administration Agreement

Under the terms of the Administration Agreement, we pay separately for our allocable portion of the 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 interim 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.

Under the terms of the Administration Agreement, we pay separately for our allocable portion of the 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 three months ended March 31, 2021 and 2020, we recorded an administration fee of $ 0.3 million and $ 0.4 million, respectively.

For the three and six months ended June 30, 2021, we recorded an administration fee of $ 0.3 million and $ 0.6 million, respectively.

For the three and six months ended June 30, 2020, we recorded an administration fee of $ 0.4 million and $ 0.8 million, respectively.

Gladstone Securities

6 unchanged sentences

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 1.00 % of the mortgage obtained.

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 1.00 % 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 $ 14,000 during the three months ended March 31, 2021, which are included in mortgage notes payable, net, in the condensed consolidated balance sheets, or 0.25 % of the mortgage principal secured.

We paid financing fees to Gladstone Securities of $ 89,637 during the three months ended March 31, 2020, which are included in mortgage notes payable, net, in the condensed consolidated balance sheets, or 0.25 % of the mortgage principal secured.

We did no t pay financing fees to Gladstone Securities during the three months ended June 30, 2021, but we paid financing fees to Gladstone Securities of $ 14,000 during the six months ended June 30, 2021, which are included in mortgage notes payable, net, in the condensed consolidated balance sheets, or 0.25 % of the mortgage principal secured.

We did no t pay financing fees to Gladstone Securities during the three months ended June 30, 2020, but we paid financing fees to Gladstone Securities of $ 89,637 during the six months ended June 30, 2020, which are included in mortgage notes payable, net, in the condensed consolidated balance sheets, or 0.25 % of the mortgage principal secured.

Our Board of Directors renewed the agreement for an additional year, through August 31, 2022, at its July 2021 meeting.

Dealer Manager Agreement

On February 20, 2020 we entered into a dealer manager agreement (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 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.

On February 20, 2020 we entered into a dealer manager agreement (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 6.00 % Series F Cumulative Redeemable Preferred Stock, 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.

333-236143), as the same may be amended and/or supplemented (the “Registration Statement”), under the Securities Act of 1933, as amended, and will be offered and sold pursuant to a prospectus supplement, dated February 20, 2020, and a base prospectus dated February 11, 2020 relating to the Registration Statement (the “Prospectus”).

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”).

Under the Dealer Manager Agreement, Gladstone Securities, as dealer manager, will provide certain sales, promotional and marketing services to us in connection with the Offering, and we 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 $ 3,375 to Gladstone Securities during the three months ended March 31, 2021 in connection with the Offering.

We paid fees of $ 0.1 million to Gladstone Securities during the six months ended June 30, 2021 in connection with the Offering.

Loss Per Share of Common Stock

The following tables set forth the computation of basic and diluted loss per share of common stock for the three months ended March 31, 2021 and 2020.

The following tables set forth the computation of basic and diluted loss per share of common stock for the three and six months ended June 30, 2021 and 2020.

The OP Units held by Non-controlling OP Unitholders (which may be redeemed for shares of common stock) have been excluded from the diluted loss per share calculations, as there would be no effect on the amounts since the Non-controlling OP Unitholders’ share of loss would also be added back to net loss.

Net loss figures are presented net of such non-controlling interests in the loss per share calculation.

We computed basic loss per share for the three months ended March 31, 2021 and 2020 using the weighted average number of shares outstanding during the respective periods.

Diluted loss per share for the three months ended March 31, 2021 and 2020 reflects additional shares of common stock related to our convertible senior common stock (the “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 attributable to common stockholders as applicable to common stockholders that would result from their assumed issuance (dollars in thousands, except per share amounts).

For the three months ended March 31,

We computed basic loss per share for the three and six months ended June 30, 2021 and 2020 using the weighted average number of shares outstanding during the respective periods.

Diluted loss per share for the three and six months ended June 30, 2021 and 2020 reflects additional shares of common stock related to our convertible senior common stock (the “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 attributable to common stockholders as applicable to common stockholders that would result from their assumed issuance (dollars in thousands, except per share amounts).

For the three months ended June 30, For the six months ended June 30,

2021 2020 2021 2020

Calculation of basic loss per share of common stock:

9 unchanged sentences

Diluted loss per share of common stock $ ( 0.08 ) $ ( 0.06 ) $ ( 0.17 ) $ ( 0.07 )

(1) The weighted average number of OP Units held by Non-controlling OP Unitholders was 500,299 and 501,233 for the three months ended March 31, 2021 and 2020, respectively.

(2) We excluded convertible shares of Senior Common Stock of 592,156 and 654,942 from the calculation of diluted loss per share for the three months ended March 31, 2021 and 2020, respectively, because they were anti-dilutive.

(1) The weighted average number of OP Units held by Non-controlling OP Unitholders was 256,994 and 377,975 for the three and six months ended June 30, 2021, respectively, and 503,033 and 502,133 for the three and six months ended June 30, 2020, respectively.

(2) We excluded convertible shares of Senior Common Stock of 558,038 and 650,055 from the calculation of diluted loss per share for the three and six months ended June 30, 2021 and 2020, respectively, because they were anti-dilutive.

Real Estate and Intangible Assets

The following table sets forth the components of our investments in real estate as of March 31, 2021 and December 31, 2020, excluding real estate held for sale as of December 31, 2020 (dollars in thousands):

March 31, 2021 December 31, 2020

The following table sets forth the components of our investments in real estate as of June 30, 2021 and December 31, 2020, excluding real estate held for sale as of December 31, 2020 (dollars in thousands):

June 30, 2021 December 31, 2020

Land (1) $ 145,163 $ 142,853

4 unchanged sentences

(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 $ 10.7 million and $ 9.0 million for the three months ended March 31, 2021 and 2020, respectively.

We acquired one property during the three months ended March 31, 2021, and five properties during the three months ended March 31, 2020.

Real estate depreciation expense on building and tenant improvements was $ 9.4 million and $ 20.2 million for the three and six months ended June 30, 2021, respectively.

Real estate depreciation expense on building and tenant improvements was $ 9.2 million and $ 18.2 million for the three and six months ended June 30, 2020, respectively.

We acquired two properties during the six months ended June 30, 2021, and five properties during the six months ended June 30, 2020.

The acquisitions are summarized below (dollars in thousands):

Three Months Ended Aggregate Square Footage Weighted Average Lease Term Aggregate Purchase Price Aggregate Capitalized Acquisition Costs

March 31, 2021 (1) 180,152 14.2 years $ 11,146 $ 146 (3)

March 31, 2020 (2) 890,038 14.8 years $ 71,965 $ 255 (3)

Six Months Ended Aggregate Square Footage Weighted Average Lease Term Aggregate Purchase Price Aggregate Capitalized Acquisition Costs

June 30, 2021 (1) 205,352 13.5 years $ 19,341 $ 216 (3)

June 30, 2020 (2) 890,038 14.8 years $ 71,965 $ 255 (3)

(1) 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 for 14.2 years.

On June 17, 2021, we acquired a 25,200 square foot property in Baytown, Texas for $ 8.2 million.

The property is fully leased to one tenant for 12.6 years.

(2) On January 8, 2020, we acquired a 64,800 square foot property in Indianapolis, Indiana for $ 5.3 million.

The property is leased to three tenants, with a weighted average lease term of 7.2 years.

On January 27, 2020, we acquired a 320,838

square foot, three -property portfolio in Houston, Texas, Charlotte, North Carolina, and St.

On January 27, 2020, we acquired a 320,838 square foot, three -property portfolio in Houston, Texas, Charlotte, North Carolina, and St.

Charles, Missouri for $ 34.7 million.

2 unchanged sentences

This property is fully leased to one tenant for 10.5 years.

(3) During the three months ended March 31, 2021 and 2020, we capitalized $0.1 million and $0.3 million, respectively, of acquisition costs.

We determined the fair value of assets acquired and liabilities assumed related to the properties acquired during the three months ended March 31, 2021 and 2020, respectively, as follows (dollars in thousands):

Three Months Ended March 31, 2021 Three Months Ended March 31, 2020

(3) During the six months ended June 30, 2021 and 2020, we capitalized $ 0.2 million and $ 0.3 million, respectively, of acquisition costs.

We determined the fair value of assets acquired and liabilities assumed related to the properties acquired during the six months ended June 30, 2021 and 2020, respectively, as follows (dollars in thousands):

Six Months Ended June 30, 2021 Six Months Ended June 30, 2020

Acquired assets and liabilities Purchase price Purchase price

12 unchanged sentences

Future Lease Payments

Future operating lease payments from tenants under non-cancelable leases, excluding tenant reimbursement of expenses, for the nine months ending December 31, 2021 and each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands):

Future operating lease payments from tenants under non-cancelable leases, excluding tenant reimbursement of expenses, for the six months ending December 31, 2021 and each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands):

Year Tenant Lease Payments

Nine Months Ending 2021 $ 84,350

Six Months Ending 2021 $ 54,410

Thereafter 279,143

2 unchanged sentences

Lease Revenue Reconciliation

The table below sets forth the allocation of lease revenue between fixed contractual payments and variable lease payments for the three months ended March 31, 2021 and 2020, respectively (dollars in thousands):

For the three months ended March 31,

The table below sets forth the allocation of lease revenue between fixed contractual payments and variable lease payments for the three and six months ended June 30, 2021 and 2020, respectively (dollars in thousands):

For the three months ended June 30,

(Dollars in Thousands)

3 unchanged sentences

$ 33,371 $ 33,525 $ ( 154 ) ( 0.5 ) %

For the six months ended June 30,

(Dollars in Thousands)

Lease revenue reconciliation 2021 2020 $ Change % Change

Fixed lease payments $ 60,101 $ 59,169 $ 932 1.6 %

Variable lease payments 7,946 7,976 ( 30 ) ( 0.4 ) %

$ 68,047 $ 67,145 $ 902 1.3 %

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 March 31, 2021 and December 31, 2020, excluding real estate held for sale as of December 31, 2020 (dollars in thousands):

March 31, 2021 December 31, 2020

The following table summarizes the carrying value of intangible assets, liabilities and the accumulated amortization for each intangible asset and liability class as of June 30, 2021 and December 31, 2020, excluding real estate held for sale as of December 31, 2020 (dollars in thousands):

June 30, 2021 December 31, 2020

Lease Intangibles Accumulated Amortization Lease Intangibles Accumulated Amortization

6 unchanged sentences

Below market leases and deferred revenue ( 39,481 ) 20,110 ( 38,319 ) 17,686

Total amortization expense related to in-place leases, leasing costs and customer relationship lease intangible assets was $ 6.0 million and $ 5.1 million for the three months ended March 31, 2021 and 2020, respectively, and is included in depreciation and amortization expense in the condensed consolidated statements of operations and comprehensive income.

Total amortization related to above-market lease values was $ 0.2 million and $ 0.2 million for the three months ended March 31, 2021 and 2020, respectively, and is included in lease revenue in the condensed consolidated statements of operations and comprehensive income.

Total amortization related to below-market lease values was $ 1.6 million and $ 0.7 million for the three months ended March 31, 2021 and 2020, respectively, and is included in lease revenue in the condensed consolidated statements of operations and comprehensive income.

The weighted average amortization periods in years for the intangible assets acquired and liabilities assumed during the three months ended March 31, 2021 and 2020, respectively, were as follows:

Total amortization expense related to in-place leases, leasing costs and customer relationship lease intangible assets was $ 4.7 million and $ 10.7 million for the three and six months ended June 30, 2021, respectively, and $ 5.0 million and $ 10.1 million for the three and six months ended June 30, 2020, respectively, and is included in depreciation and amortization expense in the condensed consolidated statements of operations and comprehensive income.

Total amortization related to above-market lease values was $ 0.2 million and $ 0.4 million for the three and six months ended June 30, 2021, respectively, and $ 0.2 million and $ 0.4 million for the three and six months ended June 30, 2020, respectively, and is included in lease revenue in the condensed consolidated statements of operations and comprehensive income.

Total amortization related to below-market lease values was $ 0.8 million and $ 2.4 million for the three and six months ended June 30, 2021, respectively, and $ 0.7 million and $ 1.4 million for the three and six months ended June 30, 2020, respectively, and is included in lease revenue in the condensed consolidated statements of operations and comprehensive income.

The weighted average amortization periods in years for the intangible assets acquired and liabilities assumed during the six months ended June 30, 2021 and 2020, respectively, were as follows:

Intangible Assets & Liabilities 2021 2020

7 unchanged sentences

Real Estate Dispositions

During the three months ended March 31, 2021, 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 three months ended March 31, 2021, we sold two non-core properties, located in Rancho Cordova, California and Champaign, Illinois, which are summarized in the table below (dollars in thousands):

During the six months ended June 30, 2021, 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 six months ended June 30, 2021, we sold two non-core properties, located in Rancho Cordova, California and Champaign, Illinois, which are summarized in the table below (dollars in thousands):

Aggregate Square Footage Sold Aggregate Sales Price Aggregate Sales Costs Aggregate loss on Sale of Real Estate, net

81,758 $ 5,473 $ 367 $ ( 882 )

Our dispositions during the three months ended March 31, 2021 were not classified as discontinued operations because they did not represent a strategic shift in operations, nor will such dispositions have a major effect on our operations and financial results.

Our dispositions during the six months ended June 30, 2021 were not classified as discontinued operations because they did not represent a strategic shift in operations, nor will such dispositions 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 three months ended March 31, 2021, and 2020 (dollars in thousands):

For the three months ended March 31,

The table below summarizes the components of operating income from the real estate and related assets disposed of during the three and six months ended June 30, 2021, and 2020 (dollars in thousands):

For the three months ended June 30, For the six months ended June 30,

2021 2020 2021 2020

Operating revenue $ 7 $ 227 $ 240 $ 454

1 unchanged sentence

Other expense, net — ( 59 ) ( 1,622 ) (1) ( 118 )

Loss from real estate and related assets sold $ ( 1,502 ) $ ( 20 )

Income (loss) from real estate and related assets sold $ 3 $ ( 10 ) $ ( 1,499 ) $ ( 29 )

(1) Includes a $ 0.9 million loss on sale of real estate, net, on two property sales.

Real Estate Held for Sale

As of March 31, 2021, we did not have any properties classified as held for sale.

As of June 30, 2021, we did no t have any properties classified as held for sale.

At December 31, 2020, we had three properties classified as held for sale, located in Boston Heights, Ohio, Rancho Cordova, California, and Champaign, Illinois.

Two of the properties were sold during the three months ended March 31, 2021.

Our Boston Heights, Ohio property is classified as held and used as of March 31, 2021, as this property no longer meets the held for sale criteria.

Two of the properties were sold during the six months ended June 30, 2021.

Our Boston Heights, Ohio property is classified as held and used as of June 30, 2021, as this property no longer meets the held for sale criteria.

The table below summarizes the components of the assets and liabilities held for sale reflected on the accompanying condensed consolidated balance sheets (dollars in thousands):

5 unchanged sentences

Impairment Charges

We evaluated our portfolio for triggering events to determine if any of our held and used assets were impaired during the three months ended March 31, 2021 and did not recognize an impairment charge.

We did not recognize an impairment charge during the three months ended March 31, 2020 after we evaluated our portfolio for triggering events to determine if any of our held and used assets were impaired.

We evaluated our portfolio for triggering events to determine if any of our held and used assets were impaired during the six months ended June 30, 2021 and did no t recognize an impairment charge.

We recognized an impairment charge of $ 1.7 million during the six months ended June 30, 2020 on one held and used asset, located in Blaine, Minnesota.

In performing our impairment testing, the undiscounted cash flows for this asset were below the carrying value, so we impaired the asset and wrote it down to its fair value, which we determined using third party purchase offers.

We continue to evaluate our properties on a quarterly basis for changes that could create the need to record impairment.

3 unchanged sentences

Our $ 100.0 million unsecured revolving credit facility (“Revolver”), $ 160.0 million term loan facility (“Term Loan A”), and $ 65.0 million new term loan facility (“Term Loan B”), are collectively referred to herein as the Credit Facility.

Our mortgage notes payable and Credit Facility as of March 31, 2021 and December 31, 2020 are summarized below (dollars in thousands):

Our mortgage notes payable and Credit Facility as of June 30, 2021 and December 31, 2020 are summarized below (dollars in thousands):

Encumbered properties at Carrying Value at Stated Interest Rates at Scheduled Maturity Dates at

March 31, 2021 March 31, 2021 December 31, 2020 March 31, 2021 March 31, 2021

June 30, 2021 June 30, 2021 December 31, 2020 June 30, 2021 June 30, 2021

Mortgage and other secured loans:

14 unchanged sentences

(3) Interest rates on our variable rate mortgage notes payable vary from one month LIBOR + 2.35 % to one month LIBOR + 2.75 %.

As of March 31, 2021, one month LIBOR was approximately 0.11 %.

(4) The weighted average interest rate on the mortgage notes outstanding as of March 31, 2021 was approximately 4.22 %.

(5) The weighted average interest rate on all debt outstanding as of March 31, 2021 was approximately 3.52 %.

(6) The amount we may draw under our Credit Facility is based on a percentage of the fair value of a combined pool of 49 unencumbered properties as of March 31, 2021.

As of June 30, 2021, one month LIBOR was approximately 0.10 %.

(4) The weighted average interest rate on the mortgage notes outstanding as of June 30, 2021 was approximately 4.20 %.

(5) The weighted average interest rate on all debt outstanding as of June 30, 2021 was approximately 3.50 %.

(6) The amount we may draw under our Credit Facility is based on a percentage of the fair value of a combined pool of 49 unencumbered properties as of June 30, 2021.

N/A - Not Applicable

Mortgage Notes Payable

As of March 31, 2021, we had 53 mortgage notes payable, collateralized by a total of 68 properties with a net book value of $ 685.4 million.

As of June 30, 2021, we had 53 mortgage notes payable, collateralized by a total of 68 properties with a net book value of $ 676.5 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 March 31, 2021, we did not have any mortgages subject to recourse.

As of June 30, 2021, we did not have any mortgages subject to recourse.

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 three months ended March 31, 2021, we repaid one mortgage, collateralized by one property, which is summarized in the table below (dollars in thousands):

During the six months ended June 30, 2021, we repaid one mortgage, collateralized by one property, which is summarized in the table below (dollars in thousands):

Fixed Rate Debt Repaid Interest Rate on Fixed Rate Debt Repaid

$ 4,470 4.90 %

During the three months ended March 31, 2021, we issued one mortgage, collateralized by one property, which is summarized in the table below (dollars in thousands):

During the six months ended June 30, 2021, we issued one mortgage, collateralized by one property, which is summarized in the table below (dollars in thousands):

Fixed Rate Debt Issued Interest Rate on Fixed Rate Debt

1 unchanged sentence

(1) On January 22, 2021, we issued $ 5.5 million of floating rate debt swapped to fixed debt of 3.24 % in connection with one property acquisition.

We made payments of $ 0.6 million and $ 0.4 million for deferred financing costs during the three months ended March 31, 2021 and 2020, respectively.

Scheduled principal payments of mortgage notes payable for the nine months ending December 31, 2021, and each of the five succeeding fiscal years and thereafter are as follows (dollars in thousands):

We did no t make any payments for deferred financing costs during the three months ended June 30, 2021 but made payments of $ 0.6 million for deferred financing costs during the six months ended June 30, 2021.

We did no t make any payments for deferred financing costs during the three months ended June 30, 2020 but made payments of $ 0.4 million for deferred financing costs during the six months ended June 30, 2020.

Scheduled principal payments of mortgage notes payable for the six months ending December 31, 2021, and each of the five succeeding fiscal years and thereafter are as follows (dollars in thousands):

Year Scheduled Principal Payments

Nine Months Ending December 31, 2021 $ 20,134

Six Months Ending December 31, 2021 $ 16,870

Thereafter 133,037

5 unchanged sentences

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.

The fair value guidance establishes a three-tier value hierarchy, which prioritizes the inputs

used in measuring fair value.

These tiers include:

3 unchanged sentences

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 March 31, 2021 and December 31, 2020, our interest rate cap agreements and interest rate swaps were valued using Level 2 inputs.

At June 30, 2021 and December 31, 2020, our interest rate cap agreements and interest rate swaps were valued using Level 2 inputs.

The fair value of the interest rate cap agreements is recorded in other assets on our accompanying condensed consolidated balance sheets.

1 unchanged sentence

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 condensed 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 March 31, 2021 and December 31, 2020 (dollars in thousands):

March 31, 2021 December 31, 2020

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 June 30, 2021 and December 31, 2020 (dollars in thousands):

June 30, 2021 December 31, 2020

Aggregate Cost Aggregate Notional Amount Aggregate Fair Value Aggregate Notional Amount Aggregate Fair Value

5 unchanged sentences

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 March 31, 2021 and December 31, 2020 (dollars in thousands):

March 31, 2021 December 31, 2020

The following table summarizes our interest rate swaps at June 30, 2021 and December 31, 2020 (dollars in thousands):

June 30, 2021 December 31, 2020

Aggregate Notional Amount Aggregate Fair Value Asset Aggregate Fair Value Liability Aggregate Notional Amount Aggregate Fair Value Asset Aggregate Fair Value Liability

1 unchanged sentence

The following tables present the impact of our derivative instruments in the condensed consolidated financial statements (dollars in thousands):

Amount of gain (loss) recognized in Comprehensive Income

Three Months Ended March 31,

Amount of (loss) gain recognized in Comprehensive Income

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Derivatives in cash flow hedging relationships

4 unchanged sentences

Asset (Liability) Derivatives Fair Value at

Derivatives Designated as Hedging Instruments Balance Sheet Location March 31, 2021 December 31, 2020

Derivatives Designated as Hedging Instruments Balance Sheet Location June 30, 2021 December 31, 2020

Interest rate caps Other assets $ 123 $ 9

2 unchanged sentences

Total derivative liabilities, net $ ( 1,253 ) $ ( 3,046 )

The fair value of all mortgage notes payable outstanding as of March 31, 2021 was $ 466.0 million , as compared to the carrying value stated above of $ 454.4 million.

The fair value of all mortgage notes payable outstanding as of June 30, 2021 was $ 462.8 million , as compared to the carrying value stated above of $ 451.2 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.

3 unchanged sentences

Term Loan A has a maturity date of July 2, 2024, and the Revolver has a maturity date of July 2, 2023.

The interest rate for the Credit Facility is equal to LIBOR plus a spread

ranging from 125 to 215 basis points, depending on our leverage.

The interest rate for the Credit Facility is equal to LIBOR plus a spread ranging from 125 to 215 basis points, depending on our leverage.

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.

The bank syndicate is comprised of KeyBank, Fifth Third Bank, U.S.

The Credit Facility’s bank syndicate is 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.

3 unchanged sentences

We incurred fees of approximately $ 0.5 million in connection with issuing Term Loan B.

As of March 31, 2021, there was $ 50.0 million outstanding under Term Loan B, and we used all net proceeds to repay all outstanding borrowings on the Revolver.

As of March 31, 2021, there was $ 210.0 million outstanding under our Credit Facility, at a weighted average interest rate of approximately 2.00 %, and $ 18.8 million outstanding under letters of credit, at a weighted average interest rate of 1.90 %.

As of March 31, 2021, the maximum additional amount we could draw under the Credit Facility was $ 18.3 million.

We were in compliance with all covenants under the Credit Facility as of March 31, 2021.

The amount outstanding under the Credit Facility approximates fair value as of March 31, 2021.

As of June 30, 2021, there was $ 50.0 million outstanding under Term Loan B, and we used all net proceeds to repay all outstanding borrowings on the Revolver.

As of June 30, 2021, there was $ 210.0 million outstanding under our Credit Facility, at a weighted average interest rate of approximately 1.99 %, and $ 18.1 million outstanding under letters of credit, at a weighted average interest rate of 1.90 %.

As of June 30, 2021, the maximum additional amount we could draw under the Credit Facility was $ 22.9 million.

We were in compliance with all covenants under the Credit Facility as of June 30, 2021.

The amount outstanding under the Credit Facility approximates fair value as of June 30, 2021.

Commitments and Contingencies

1 unchanged sentence

We are obligated as lessee under four ground leases.

Future minimum rental payments due under the terms of these leases for the nine months ending December 31, 2021 and each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands):

Future minimum rental payments due under the terms of these leases for the six months ending December 31, 2021 and each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands):

Year Future Lease Payments Due Under Operating Leases

Nine Months Ending December 31, 2021 $ 360

Six Months Ending December 31, 2021 $ 243

Thereafter 6,807

2 unchanged sentences

Present value of lease payments $ 5,604

Rental expense incurred for properties with ground lease obligations during the three months ended March 31, 2021 and 2020 was $ 0.1 million and $ 0.1 million, respectively.

Rental expense incurred for properties with ground lease obligations during the three and six months ended June 30, 2021 was $ 0.1 million and $ 0.2 million, respectively, and during the three and six months ended June 30, 2020 was $ 0.1 million and $ 0.3 million, respectively.

Our ground leases are treated as operating leases and rental expenses are reflected in property operating expenses on the condensed consolidated statements of operations and comprehensive income.

1 unchanged sentence

Letters of Credit

As of March 31, 2021, there was $ 18.8 million outstanding under letters of credit.

As of June 30, 2021, there was $ 18.1 million outstanding under letters of credit.

These letters of credit are not reflected on our condensed consolidated balance sheets.

1 unchanged sentence

Stockholders’ Equity

The following table summarizes the changes in our equity for the three months ended March 31, 2021 and 2020 (in thousands):

Three Months Ended March 31,

The following table summarizes the changes in our equity for the three and six months ended June 30, 2021 and 2020 (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Senior Common Stock

22 unchanged sentences

Distributions declared to common, senior common, and preferred stockholders ( 16,701 ) ( 15,634 ) ( 33,163 ) ( 31,184 )

Redemption of Series D preferred stock, net ( 2,141 ) — ( 2,141 ) —

Net income attributable to the Company 2,142 993 2,223 3,262

4 unchanged sentences

Redemption of OP Units — — 4,812 —

Redemption of Series D preferred stock, net ( 2,141 ) — ( 2,141 ) —

Distributions declared to common, senior common, and preferred stockholders ( 16,701 ) ( 15,634 ) ( 33,163 ) ( 31,184 )

14 unchanged sentences

Distributions

We paid the following distributions per share for the three months ended March 31, 2021 and 2020:

For the three months ended March 31,

We paid the following distributions per share for the three and six months ended June 30, 2021 and 2020:

For the three months ended June 30, For the six months ended June 30,

2021 2020 2021 2020

Common Stock and Non-controlling OP Units $ 0.37545 $ 0.37545 $ 0.75090 $ 0.75090

5 unchanged sentences

Recent Activity

Amendment to Articles of Restatement

On June 23, 2021, we filed with the State Department of Assessments and Taxation of Maryland (“SDAT”) the Articles Supplementary (i) setting forth the rights, preferences and terms of our newly designated 6.00 % Series G Cumulative Redeemable Preferred Stock (“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.

Amendment to Operating Partnership Agreement

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 “Amendment”), as amended from time to time, 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 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 Amendment have preferences, distribution rights, and other provisions substantially equivalent to those of the Series G Preferred Stock.

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 7.00 % Series D Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”).

Common Stock ATM Program

During the three months ended March 31, 2021, we sold 0.6 million shares of common stock, raising $ 11.3 million in net proceeds under our At-the-Market Equity Offering Sales Agreements with sales agents Robert W.

During the six months ended June 30, 2021, we sold 1.0 million shares of common stock, raising $ 19.4 million in net proceeds under our At-the-Market Equity Offering Sales Agreements with sales agents Robert W.

Incorporated (“Baird”), Goldman Sachs & Co.

1 unchanged sentence

(“Fifth Third”), pursuant to which we may sell shares of our common stock in an aggregate offering price of up to $ 250.0 million (the “Common Stock ATM Program”).

As of March 31, 2021, we had remaining capacity to sell up to $ 172.5 million of common stock under the Common Stock ATM Program.

As of June 30, 2021, we had remaining capacity to sell up to $ 164.3 million of common stock under the Common Stock ATM Program.

Mezzanine Equity

Both our 7.00 % Series D Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”) and 6.625 % Series E Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”) are classified as mezzanine equity in our condensed consolidated balance sheets because both 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.

Our Series D Preferred Stock, 6.625 % Series E Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”), and Series G Preferred Stock are classified as mezzanine equity in our condensed consolidated balance sheets because all three are redeemable at the option of the shareholder upon a change of control of greater than 50%.

A change in control of our 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 is redeemable at the option of the shareholder in the event a delisting event occurs.

We will periodically evaluate the likelihood that a delisting event or change of control of greater than 50% will take place, and if we deem this probable, we would adjust the Series D Preferred Stock and Series E Preferred Stock presented in mezzanine equity to their redemption value, with the offset to gain (loss) on extinguishment.

In addition, our Series E Preferred Stock and Series G Preferred Stock are redeemable at the option of the applicable shareholder in the event a delisting event occurs.

We will periodically evaluate the likelihood that a delisting event or change of control 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 greater than 50%, or a delisting event, is remote.

We did not have an active At-the-Market program for our Series D Preferred Stock during the three months ended March 31, 2021.

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.

Series E Preferred Stock ATM Program

1 unchanged sentence

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 under the Series E Preferred Stock Sales Agreement during the three months ended March 31, 2021.

As of March 31, 2021, we had remaining capacity to sell up to $ 92.8 million of Series E Preferred Stock under the Series E Preferred Stock Sales Agreement.

We did not sell any shares of our Series E Preferred Stock under the Series E Preferred Stock Sales Agreement during the six months ended June 30, 2021.

As of June 30, 2021, we had remaining capacity to sell up to $ 92.8 million of Series E Preferred Stock under the Series E Preferred Stock Sales Agreement.

Universal Shelf Registration Statements

3 unchanged sentences

The 2019 Universal Shelf allows us to issue up to $ 500.0 million of securities.

As of March 31, 2021, we had the ability to issue up to $ 365.8 million of securities under the 2019 Universal Shelf.

As of June 30, 2021, we had the ability to issue up to $ 357.6 million of securities under the 2019 Universal Shelf.

On January 29, 2020, we filed an additional universal registration statement on Form S-3, File No.

3 unchanged sentences

Of the $ 800.0 million of available capacity under our 2020 Universal Shelf, approximately $ 636.5 million is reserved for the sale of our Series F Preferred Stock.

As of March 31, 2021, we had the ability to issue up to $ 797.1 million of securities under the 2020 Universal Shelf.

As of June 30, 2021, we had the ability to issue up to $ 696.0 million of securities under the 2020 Universal Shelf.

Series F Preferred Stock

On February 20, 2020, the Company 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.

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 our 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 1,500 shares of our Series F Preferred Stock, raising $ 0.03 million in net proceeds during the three months ended March 31, 2021.

As of March 31, 2021, we had remaining capacity to sell up to $ 633.6 million of Series F Preferred Stock.

We sold 46,049 shares of our Series F Preferred Stock, raising $ 1.0 million in net proceeds during the six months ended June 30, 2021.

As of June 30, 2021, we had remaining capacity to sell up to $ 632.5 million of Series F Preferred Stock.

Non-controlling Interest in Operating Partnership

As of March 31, 2021 and December 31, 2020, we owned approximately 99.3 % and 98.6 %, re spectively, of the outstanding OP Units.

On March 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 March 31, 2021 and December 31, 2020, there were 256,994 and 503,033 outstanding OP Units held by Non-controlling OP Unitholders, respectively.

As of June 30, 2021 and December 31, 2020, we owned approximately 99.3 % and 98.6 %, re spectively, of the outstanding OP Units.

During the six months ended June 30, 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 our common stock, with the distributions on the OP Units held by us being utilized to make distributions to our common stockholders.

As of June 30, 2021 and December 31, 2020, there were 256,994 and 503,033 outstanding OP Units held by Non-controlling OP Unitholders, respectively.

Subsequent Events

Distributions

On April 13, 2021, our Board of Directors declared the following monthly distributions for the months of April, May and June of 2021:

Record Date Payment Date Common Stock and Non-controlling OP Unit Distributions per Share Series D Preferred Distributions per Share Series E Preferred Distributions per Share

April 23, 2021 April 30, 2021 $ 0.12515 $ 0.1458333 $ 0.138021

May 19, 2021 May 28, 2021 0.12515 0.1458333 0.138021

June 18, 2021 June 30, 2021 0.12515 0.1458333 0.138021

On July 13, 2021, our Board of Directors declared the following monthly distributions for the months of July, August and September of 2021:

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

July 23, 2021 July 30, 2021 $ 0.12515 $ 0.138021 $ 0.125

August 23, 2021 August 31, 2021 0.12515 0.138021 0.125

September 22, 2021 September 30, 2021 0.12515 0.138021 0.125

$ 0.37545 $ 0.414063 $ 0.375

2 unchanged sentences

Payment Date Distribution per Share

April May 6, 2021 $ 0.0875

May June 4, 2021 0.0875

June July 6, 2021 0.0875

July August 6, 2021 $ 0.0875

August September 3, 2021 0.0875

September October 6, 2021 0.0875

Series F Preferred Stock Distributions

Record Date Payment Date Distribution per Share

April 28, 2021 May 5, 2021 $ 0.125

May 26, 2021 June 4, 2021 0.125

June 28, 2021 July 6, 2021 0.125

July 28, 2021 August 6, 2021 $ 0.125

August 25, 2021 September 3, 2021 0.125

September 29, 2021 October 6, 2021 0.125

Equity Activity

Subsequent to March 31, 2021 and through May 10, 2021, we raised $ 2.9 million in net proceeds from the sale of 140,259 shares of common stock under our common stock ATM Program and $ 0.2 million in net proceeds from the sale of 6,701 shares of Series F Preferred Stock.

Equity Issuances

Subsequent to June 30, 2021 and through August 9, 2021, we raised $ 2.1 million in net proceeds from the sale of 95,218 shares of common stock under our Common Stock ATM Program and $ 1.7 million in net proceeds from the sale of 74,560 shares of Series F Preferred Stock.

Articles Supplementary Reclassifying Remaining Series D Preferred Stock

On August 5, 2021, we filed Articles Supplementary (the “Reclassification Articles Supplementary”) with the 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.

On July 20, 2021, we drew the remaining $ 15.0 million available under our Term Loan B to fund our Pacific, Missouri acquisition.

On July 21, 2021, we purchased a four property, 80,604 square foot industrial portfolio in Pacific, Missouri, for $ 22.1 million.

These properties are fully leased to one tenant on a triple net basis with a remaining lease term of 17.4 years.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements