GLADSTONE COMMERCIAL CORP 10-Q

Item 1. Financial Statements Gladstone Commercial Corporation Condensed Consolidated Balance Sheets (Dollars in Thousands, Except Share and Per Share Data) (Unaudited) June 30, 2021 December 31, 2020 ASSETS Real estate, at cost $ 1,152,302 $ 1,128,683 Less: accumulated depreciation 249,797 228,468 Total real estate, net 902,505 900,215 Lease intangibles, net 111,084 117,379 Real estate and related assets held for sale — 8,498 Cash and cash equivalents 14,632 11,016 Restricted cash 4,607 5,060 Funds held in escrow 8,268 9,145 Right-of-use assets from operating leases 5,473 5,582 Deferred rent receivable, net 37,713 36,555 Other assets 4,942 4,458 TOTAL ASSETS $ 1,089,224 $ 1,097,908 LIABILITIES, MEZZANINE EQUITY AND EQUITY LIABILITIES Mortgage notes payable, net (1) $ 451,188 $ 456,177 Borrowings under Revolver, net — 53,312 Borrowings under Term Loan, net 208,871 159,203 Deferred rent liability, net 19,371 20,633 Operating lease liabilities 5,604 5,687 Asset retirement obligation 3,142 3,086 Accounts payable and accrued expenses 7,957 4,459 Due to Adviser and Administrator (1) 3,089 2,960 Other liabilities 15,000 17,068 TOTAL LIABILITIES $ 714,222 $ 722,585 Commitments and contingencies (2) MEZZANINE EQUITY Series D, E and G redeemable preferred stock, net, par value $ 0.001 per share; $ 25 per share liquidation preference; 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 TOTAL MEZZANINE EQUITY $ 170,278 $ 159,286 EQUITY Senior common stock, par value $ 0.001 per share; 950,000 shares authorized; and 665,519 and 750,372 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively (3) $ 1 $ 1 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) 36 35 Series F redeemable preferred stock, par value $ 0.001 per share; $ 25 per share liquidation preference; 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 Accumulated other comprehensive income ( 2,641 ) ( 4,345 ) Distributions in excess of accumulated earnings ( 442,122 ) ( 409,041 ) TOTAL STOCKHOLDERS' EQUITY $ 203,386 $ 213,183 OP Units held by Non-controlling OP Unitholders (3) 1,338 2,854 TOTAL EQUITY $ 204,724 $ 216,037 TOTAL LIABILITIES, MEZZANINE EQUITY AND EQUITY $ 1,089,224 $ 1,097,908 (1) Refer to Note 2 “Related-Party Transactions” (2) Refer to Note 7 “Commitments and Contingencies” (3) Refer to Note 8 “Equity and Mezzanine Equity” The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents Gladstone Commercial Corporation Condensed Consolidated Statements of Operations and Comprehensive Income (Dollars in Thousands, Except Share and Per Share Data) (Unaudited) For the three months ended June 30, For the six months ended June 30, 2021 2020 2021 2020 Operating revenues Lease revenue $ 33,371 $ 33,525 $ 68,047 $ 67,145 Total operating revenues $ 33,371 $ 33,525 $ 68,047 $ 67,145 Operating expenses Depreciation and amortization $ 14,191 $ 14,182 $ 30,901 $ 28,278 Property operating expenses 6,910 6,295 13,471 12,508 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 Other (expense) income Interest expense $ ( 6,486 ) $ ( 6,716 ) $ ( 13,650 ) $ ( 13,968 ) Loss on sale of real estate, net — — ( 882 ) ( 12 ) Other income 223 9 534 4 Total other expense, net $ ( 6,263 ) $ ( 6,707 ) $ ( 13,998 ) $ ( 13,976 ) Net income $ 2,121 $ 965 $ 2,160 $ 3,225 Net loss attributable to OP Units held by Non-controlling OP Unitholders 21 28 63 37 Net income attributable to the Company $ 2,142 $ 993 $ 2,223 $ 3,262 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 ) Net loss attributable to common stockholders $ ( 3,032 ) $ ( 1,899 ) $ ( 5,985 ) $ ( 2,515 ) Loss per weighted average share of common stock - basic & diluted Loss attributable to common shareholders $ ( 0.08 ) $ ( 0.06 ) $ ( 0.17 ) $ ( 0.07 ) Weighted average shares of common stock outstanding Basic and Diluted 36,394,767 33,939,826 36,056,317 33,787,386 Earnings per weighted average share of senior common stock $ 0.26 $ 0.26 $ 0.52 $ 0.52 Weighted average shares of senior common stock outstanding - basic 676,941 776,718 700,262 785,074 Comprehensive income 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 $ 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 available to the Company $ 1,422 $ 512 $ 3,927 $ 253 (1) Refer to Note 2 “Related-Party Transactions” The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents Gladstone Commercial Corporation Condensed Consolidated Statements of Cash Flows (Dollars in Thousands) (Unaudited) For the six months ended June 30, 2021 2020 Cash flows from operating activities: Net income $ 2,160 $ 3,225 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 30,901 28,278 Impairment charge — 1,721 Loss on sale of real estate, net 882 12 Amortization of deferred financing costs 671 793 Amortization of deferred rent asset and liability, net ( 1,997 ) ( 975 ) Amortization of discount and premium on assumed debt, net 27 29 Asset retirement obligation expense 56 49 Amortization of right-of-use asset from operating leases and operating lease liabilities, net 26 26 Operating changes in assets and liabilities Decrease in other assets 743 1,606 Increase in deferred rent receivable ( 1,201 ) ( 672 ) Increase in accounts payable and accrued expenses 3,183 1,105 Increase in amount due to Adviser and Administrator 129 424 (Decrease) increase in other liabilities ( 437 ) 941 Tenant inducement payments ( 20 ) — Leasing commissions paid ( 724 ) ( 1,139 ) Net cash provided by operating activities $ 34,399 $ 35,423 Cash flows from investing activities: Acquisition of real estate and related intangible assets $ ( 19,041 ) $ ( 69,922 ) Improvements of existing real estate ( 3,208 ) ( 3,872 ) Proceeds from sale of real estate 5,106 3,947 Receipts from lenders for funds held in escrow 1,889 41 Payments to lenders for funds held in escrow ( 1,012 ) ( 1,220 ) Receipts from tenants for reserves 2,372 1,284 Payments to tenants from reserves ( 2,833 ) ( 962 ) Deposits on future acquisitions ( 400 ) — Net cash used in investing activities $ ( 17,127 ) $ ( 70,704 ) Cash flows from financing activities: Proceeds from issuance of equity $ 120,806 $ 30,785 Offering costs paid ( 3,804 ) ( 358 ) Redemption of Series D perpetual preferred stock ( 87,739 ) — Borrowings under mortgage notes payable 5,500 35,855 Payments for deferred financing costs ( 614 ) ( 397 ) Principal repayments on mortgage notes payable ( 10,905 ) ( 24,391 ) Borrowings from revolving credit facility 15,000 73,900 Repayments on revolving credit facility ( 68,900 ) ( 83,200 ) Borrowings on term loan 50,000 37,700 (Decrease) increase in security deposits ( 6 ) 12 Distributions paid for common, senior common, preferred stock and Non-controlling OP Unitholders ( 33,447 ) ( 31,562 ) Net cash (used in) provided by financing activities $ ( 14,109 ) $ 38,344 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 Cash, cash equivalents, and restricted cash at end of period $ 19,239 $ 14,551 SUPPLEMENTAL AND NON-CASH INFORMATION Tenant funded fixed asset improvements included in deferred rent liability, net $ 1,162 $ 1,357 6 Table of Contents Acquisition of real estate and related intangible assets $ 300 $ 1,541 Unrealized gain (loss) related to interest rate hedging instruments, net $ 1,704 $ ( 3,009 ) Capital improvements and leasing commissions included in accounts payable and accrued expenses $ 1,367 $ 14 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 six months ended June 30, 2021 2020 Cash and cash equivalents $ 14,632 $ 9,563 Restricted cash 4,607 4,988 Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows $ 19,239 $ 14,551 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents Gladstone Commercial Corporation Notes to Condensed Consolidated Financial Statements (Unaudited) 1. Organization, Basis of Presentation and Significant Accounting Policies Gladstone Commercial Corporation is a real estate investment trust (“REIT”) that was incorporated under the General Corporation Law of the State of Maryland on February 14, 2003. We focus on acquiring, owning and managing primarily office and industrial 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 other 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 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. Interim Financial Information Our interim financial statements are prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and in accordance with Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. The year-end balance sheet data presented herein was derived from audited financial statements, but does not include all disclosures required by GAAP. In the opinion of our management, all adjustments, consisting solely of normal recurring accruals, necessary for the fair statement of financial statements for the interim period, have been included. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the U.S. Securities and Exchange Commission on February 16, 2021. 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 The preparation of financial statements in conformity with 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. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the impact of extraordinary events such as the novel coronavirus (“COVID-19”) pandemic, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Significant Accounting Policies The preparation of our financial statements in accordance with GAAP requires management to make judgments that are subjective in nature to make certain estimates and assumptions. Application of these accounting policies involves the exercise of judgment regarding the use of assumptions as to future uncertainties, and as a result, actual results could materially differ from these estimates. 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 and six months ended June 30, 2021. 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 8 Table of Contents 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 and Gladstone Administration 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 other general expenses directly. Both our Adviser and Administrator are affiliates of ours, as their parent company is owned and controlled by Mr. David Gladstone, our chairman and chief executive officer. Two of our executive officers, Mr. Gladstone and Mr. Terry Lee Brubaker (our vice chairman and chief operating officer) serve as directors and executive officers of our Adviser and our Administrator. Our president, Mr. Robert Cutlip, is the executive vice president of commercial and industrial real estate of our Adviser. Mr. Michael LiCalsi, our general counsel and secretary, also serves as our Administrator’s president, general counsel and secretary, as well as executive vice president of administration of our Adviser. 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. 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. Our Board of Directors reviews and considers renewing the agreements with our Adviser and Administrator each July. During their July 2021 meeting, our Board of Directors amended and restated the Advisory Agreement and reviewed and renewed the Administration Agreement for an additional year, through August 31, 2022. Base Management Fee Under the previous version of the Advisory Agreement (that which was in place prior to the most recent amendment on July 14, 2020), 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 do 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 operating partnership units in the Operating Partnership (“OP Units”) held by holders who do not control the Operating Partnership (“Non-controlling OP Unitholders”). The fee was calculated and accrued quarterly as 0.375 % per quarter of such Total Equity. 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, 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 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 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 hurdle rate. The Adviser will receive 15.0 % of the amount of our pre-incentive fee Core FFO that exceeds the 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 9 Table of Contents 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 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 Under the Advisory Agreement, we will pay to the Adviser a capital gain-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 current gross value of the property (equal to the property’s original acquisition price plus any subsequent non-reimbursed capital improvements) 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 three and six months ended June 30, 2021 or 2020. Termination Fee The Advisory Agreement includes a termination fee clause 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 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 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 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. 10 Table of Contents 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 1.00 % 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 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, 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 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 $ 0.1 million to Gladstone Securities during the six months ended June 30, 2021 in connection with the Offering. 3. 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 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 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). 11 Table of Contents 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: Net loss attributable to common stockholders $ ( 3,032 ) $ ( 1,899 ) $ ( 5,985 ) $ ( 2,515 ) Denominator for basic weighted average shares of common stock (1) 36,394,767 33,939,826 36,056,317 33,787,386 Basic loss per share of common stock $ ( 0.08 ) $ ( 0.06 ) $ ( 0.17 ) $ ( 0.07 ) Calculation of diluted loss per share of common stock: Net loss attributable to common stockholders $ ( 3,032 ) $ ( 1,899 ) $ ( 5,985 ) $ ( 2,515 ) Net loss attributable to common stockholders plus assumed conversions (2) $ ( 3,032 ) $ ( 1,899 ) $ ( 5,985 ) $ ( 2,515 ) Denominator for basic weighted average shares of common stock (1) 36,394,767 33,939,826 36,056,317 33,787,386 Effect of convertible Senior Common Stock (2) — — — — Denominator for diluted weighted average shares of common stock (2) 36,394,767 33,939,826 36,056,317 33,787,386 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 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. 4. Real Estate and Intangible Assets Real Estate 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 Real estate: Land (1) $ 145,163 $ 142,853 Building and improvements 937,203 916,601 Tenant improvements 69,936 69,229 Accumulated depreciation ( 249,797 ) ( 228,468 ) Real estate, net $ 902,505 $ 900,215 (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 $ 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. Acquisitions 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): 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. 12 Table of Contents (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. Charles, Missouri for $ 34.7 million. The portfolio has a weighted average lease term of 20.0 years. On March 9, 2020, we acquired a 504,400 square foot property in Crandall, Georgia, for $ 32.0 million. This property is fully leased to one tenant for 10.5 years. (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 Land $ 1,862 $ 7,296 (1) Building 14,277 54,000 Tenant Improvements 103 1,285 In-place Leases 1,127 4,442 Leasing Costs 1,153 4,261 Customer Relationships 455 2,223 Above Market Leases 364 210 (2) Below Market Leases — ( 1,752 ) (3) Total Purchase Price $ 19,341 $ 71,965 (1) This amount includes $ 2,711 of land value subject to a land lease agreement, which we may purchase for a nominal fee. (2) This amount includes $ 53 of loans receivable included in Other assets on the condensed consolidated balance sheets. (3) This amount includes $ 62 of prepaid rent included in Other liabilities on the condensed consolidated balance sheets. Future Lease Payments 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 Six Months Ending 2021 $ 54,410 2022 108,578 2023 101,489 2024 94,907 2025 88,320 2026 79,278 Thereafter 279,143 $ 806,125 In accordance with the lease terms, substantially all operating expenses are required to be paid by the tenant directly, or reimbursed to us from 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 three and six months ended June 30, 2021 and 2020, respectively (dollars in thousands): 13 Table of Contents For the three months ended June 30, (Dollars in Thousands) Lease revenue reconciliation 2021 2020 $ Change % Change Fixed lease payments $ 29,345 $ 29,690 $ ( 345 ) ( 1.2 ) % Variable lease payments 4,026 3,835 191 5.0 % $ 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 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 In-place leases $ 100,779 $ ( 58,955 ) $ 99,254 $ ( 54,168 ) Leasing costs 76,602 ( 41,224 ) 73,707 ( 37,801 ) Customer relationships 69,012 ( 35,130 ) 68,268 ( 31,881 ) $ 246,393 $ ( 135,309 ) $ 241,229 $ ( 123,850 ) Deferred Rent Receivable/(Liability) Accumulated (Amortization)/Accretion Deferred Rent Receivable/(Liability) Accumulated (Amortization)/Accretion Above market leases $ 15,460 $ ( 11,097 ) $ 15,076 $ ( 10,670 ) 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 $ 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: 14 Table of Contents Intangible Assets & Liabilities 2021 2020 In-place leases 13.5 16.3 Leasing costs 13.5 16.3 Customer relationships 21.1 19.5 Above market leases 13.5 18.0 Below market leases 0.0 14.2 All intangible assets & liabilities 15.3 16.9 5. Real Estate Dispositions, Held for Sale and Impairment Charges Real Estate Dispositions 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 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 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 Operating expense 4 178 117 365 Other expense, net — ( 59 ) ( 1,622 ) (1) ( 118 ) 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 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 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): December 31, 2020 Assets Held for Sale Total real estate held for sale $ 8,114 Lease intangibles, net 384 Total Assets Held for Sale $ 8,498 15 Table of Contents Impairment Charges 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. Future impairment losses may result, and could be significant, should market conditions deteriorate in the markets in which we hold our assets or should we be 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. 6. Mortgage Notes Payable and Credit Facility 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 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 June 30, 2021 June 30, 2021 December 31, 2020 June 30, 2021 June 30, 2021 Mortgage and other secured loans: Fixed rate mortgage loans 61 $ 430,108 $ 435,029 (1) (2) Variable rate mortgage loans 7 24,324 24,809 (3) (2) Premiums and discounts, net - ( 155 ) ( 182 ) N/A N/A Deferred financing costs, mortgage loans, net - ( 3,089 ) ( 3,479 ) N/A N/A Total mortgage notes payable, net 68 $ 451,188 $ 456,177 (4) Variable rate revolving credit facility 49 (6) $ — $ 53,900 LIBOR + 1.90 % 7/2/2023 Total revolver 49 $ — $ 53,900 Variable rate term loan facility A - (6) $ 160,000 $ 160,000 LIBOR + 1.85 % 7/2/2024 Variable rate term loan facility B - (6) 50,000 — LIBOR + 2.00 % 2/11/2026 Deferred financing costs, term loan facility - ( 1,129 ) ( 797 ) N/A N/A Total term loan, net N/A $ 208,871 $ 159,203 Total mortgage notes payable and credit facility 117 $ 660,059 $ 669,280 (5) (1) Interest rates on our fixed rate mortgage notes payable vary from 2.80 % to 6.63 %. (2) We have 53 mortgage notes payable with maturity dates ranging from 11/1/2021 through 8/1/2037 . (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 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 16 Table of Contents Mortgage Notes Payable 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 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 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 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 $ 5,500 (1) 3.24 % (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 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 Six Months Ending December 31, 2021 $ 16,870 2022 105,898 2023 72,371 2024 45,601 2025 37,763 2026 42,892 Thereafter 133,037 Total $ 454,432 (1) (1) This figure does not include $( 0.2 ) million of premiums and (discounts), net, and $ 3.1 million of deferred financing costs, which are reflected in mortgage notes payable, net on the condensed 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 Cap and Interest Rate Swap Agreements 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 17 Table of Contents 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 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. 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 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 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 $ 1,322 (1) $ 218,778 $ 123 $ 177,060 $ 9 (1) We have entered into various interest rate cap agreements on variable rate debt with LIBOR caps ranging from 1.50 % to 2.75 %. We have assumed or entered into interest rate swap agreements in connection with certain of our mortgage financings, whereby we will pay our counterparty a fixed rate 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 assets or other liabilities on our accompanying condensed consolidated balance sheets. We have designated our interest rate swaps as cash flow hedges, and we record changes in the fair value of the interest rate swap agreement to accumulated other comprehensive income on the condensed 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 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 $ 73,779 $ 515 $ ( 1,891 ) $ 68,829 $ — $ ( 3,055 ) The following tables present the impact of our derivative instruments in the condensed consolidated financial statements (dollars in thousands): 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 Interest rate caps $ ( 31 ) $ ( 143 ) $ 23 $ ( 307 ) Interest rate swaps ( 689 ) ( 338 ) 1,681 ( 2,702 ) Total $ ( 720 ) $ ( 481 ) $ 1,704 $ ( 3,009 ) 18 Table of Contents 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 June 30, 2021 December 31, 2020 Interest rate caps Other assets $ 123 $ 9 Interest rate swaps Other assets 515 — Interest rate swaps Other liabilities ( 1,891 ) ( 3,055 ) Total derivative liabilities, net $ ( 1,253 ) $ ( 3,046 ) 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. The fair value was calculated using Level 3 inputs of the hierarchy established by ASC 820, “Fair Value Measurements and Disclosures.” Credit Facility On July 2, 2019, we amended, extended and upsized our Credit Facility, expanding Term Loan A from $ 75.0 million to $ 160.0 million, and increasing our Revolver from $ 85.0 million to $ 100.0 million. 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. 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 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. On February 11, 2021, we added a new $ 65.0 million Term Loan B, inclusive of a $ 15.0 million delayed funding component. 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 our leverage. We entered into multiple interest rate cap agreements on Term Loan B, which cap LIBOR at 1.50 %. We incurred fees of approximately $ 0.5 million in connection with issuing Term Loan B. 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. 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 for the six months ending December 31, 2021 and each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands): 19 Table of Contents Year Future Lease Payments Due Under Operating Leases Six Months Ending December 31, 2021 $ 243 2022 489 2023 492 2024 493 2025 494 2026 498 Thereafter 6,807 Total anticipated lease payments $ 9,516 Less: amount representing interest ( 3,912 ) Present value of lease payments $ 5,604 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. Our ground leases have a weighted average remaining lease term of 19.8 years and a weighted average discount rate of 5.32 %. 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. 8. Equity and Mezzanine Equity Stockholders’ Equity The following table summarizes the changes in our equity for the three and six months ended June 30, 2021 and 2020 (in thousands): 20 Table of Contents Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Senior Common Stock Balance, beginning of period $ 1 $ 1 $ 1 $ 1 Issuance of senior common stock, net — — — — Balance, end of period $ 1 $ 1 $ 1 $ 1 Common Stock Balance, beginning of period $ 36 $ 34 $ 35 $ 32 Issuance of common stock, net — — 1 2 Balance, end of period $ 36 $ 34 $ 36 $ 34 Series F Preferred Stock (1) Balance, beginning of period $ — $ — $ — $ — Issuance of Series F preferred stock, net — — — — Balance, end of period $ — $ — $ — $ — Additional Paid in Capital Balance, beginning of period $ 639,053 $ 599,232 $ 626,533 $ 571,205 Issuance of common stock and Series F preferred stock, net (1) 9,099 508 20,411 28,438 Redemption of OP Units — — 4,812 — Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership ( 40 ) 1 ( 3,644 ) 98 Balance, end of period $ 648,112 $ 599,741 $ 648,112 $ 599,741 Accumulated Other Comprehensive Income Balance, beginning of period $ ( 1,921 ) $ ( 4,654 ) $ ( 4,345 ) $ ( 2,126 ) Comprehensive income ( 720 ) ( 481 ) 1,704 ( 3,009 ) Balance, end of period $ ( 2,641 ) $ ( 5,135 ) $ ( 2,641 ) $ ( 5,135 ) Distributions in Excess of Accumulated Earnings Balance, beginning of period $ ( 425,422 ) $ ( 374,259 ) $ ( 409,041 ) $ ( 360,978 ) 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 Balance, end of period $ ( 442,122 ) $ ( 388,900 ) $ ( 442,122 ) $ ( 388,900 ) Total Stockholders' Equity Balance, beginning of period $ 211,747 $ 220,354 $ 213,183 $ 208,134 Issuance of common stock and Series F preferred stock, net (1) 9,099 508 20,412 28,440 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 ) Comprehensive income ( 720 ) ( 481 ) 1,704 ( 3,009 ) Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership ( 40 ) 1 ( 3,644 ) 98 Net income attributable to the Company 2,142 993 2,223 3,262 Balance, end of period $ 203,386 $ 205,741 $ 203,386 $ 205,741 Non-Controlling Interest Balance, beginning of period $ 1,416 $ 3,110 $ 2,854 $ 2,903 Distributions declared to Non-controlling OP Unit holders ( 97 ) ( 189 ) ( 285 ) ( 378 ) Issuance of Non-controlling OP Units as consideration in real estate acquisitions, net — — — 502 Redemptions of OP Units — — ( 4,812 ) — Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership 40 ( 1 ) 3,644 ( 98 ) Net loss attributable to OP units held by Non-controlling OP Unitholders ( 21 ) ( 28 ) ( 63 ) ( 37 ) Balance, end of period $ 1,338 $ 2,892 $ 1,338 $ 2,892 Total Equity $ 204,724 $ 208,633 $ 204,724 $ 208,633 21 Table of Contents (1) No shares of Series F Preferred Stock were outstanding prior to July 1, 2020. Distributions 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 Senior Common Stock 0.2625 0.2625 0.5250 0.5250 Series D Preferred Stock 0.4374999 0.4374999 0.8749998 0.8749998 Series E Preferred Stock 0.414063 0.414063 0.828126 0.828126 Series F Preferred Stock 0.375 0.375 (1) 0.750 0.375 (1) (1) 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. 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 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. Baird & Co. Incorporated (“Baird”), Goldman Sachs & Co. LLC (“Goldman Sachs”), Stifel, Nicolaus & Company, Incorporated (“Stifel”), BTIG, LLC, and Fifth Third Securities, Inc. (“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 June 30, 2021, we had remaining capacity to sell up to $ 164.3 million of common stock under the Common Stock ATM Program. 22 Table of Contents Mezzanine Equity 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 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. 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 We have 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 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 On January 11, 2019, we filed a universal 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 Universal Shelf”). The 2019 Universal Shelf became effective on February 13, 2019 and replaced our prior universal shelf registration statement. The 2019 Universal Shelf allows us to issue up to $ 500.0 million of securities. 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. 333-236143 (the “2020 Universal Shelf”). The 2020 Universal Shelf was declared effective on February 11, 2020 and is in addition to the 2019 Universal Shelf. The 2020 Universal Shelf allows us to issue up to an additional $ 800.0 million of securities. 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 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, 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 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 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. 23 Table of Contents 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. 9. Subsequent Events Distributions 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 Senior Common Stock Distributions Payable to the Holders of Record During the Month of: Payment Date Distribution per Share July August 6, 2021 $ 0.0875 August September 3, 2021 0.0875 September October 6, 2021 0.0875 $ 0.2625 Series F Preferred Stock Distributions Record Date Payment Date Distribution per Share July 28, 2021 August 6, 2021 $ 0.125 August 25, 2021 September 3, 2021 0.125 September 29, 2021 October 6, 2021 0.125 $ 0.375 Equity Activity 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. 24 Table of Contents Financing On July 20, 2021, we drew the remaining $ 15.0 million available under our Term Loan B to fund our Pacific, Missouri acquisition. Acquisitions 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. 25 Table of Contents