What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-11-01 compared with 2021-08-09 · 189 added, 168 removed, 520 unchanged (41% of the section changed)

3 unchanged sentences

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

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Real estate, at cost $ 1,172,548 $ 1,128,683

12 unchanged sentences

Mortgage notes payable, net (1) $ 448,001 $ 456,177

Borrowings under Revolver, net — 53,312

Borrowings under Revolver 2,100 53,312

Borrowings under Term Loan, net 223,951 159,203

3 unchanged sentences

Accounts payable and accrued expenses 8,000 4,459

Liabilities related to assets held for sale 13 —

Due to Adviser and Administrator (1) 3,188 2,960

6 unchanged sentences

10,760,000 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)

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

$ 170,264 $ 159,286

2 unchanged sentences

950,000 shares authorized;

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

and 634,179 and 750,372 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively (3)

Common stock, par value $ 0.001 per share, 62,290,000 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)

and 36,880,119 and 35,331,970 shares issued and outstanding at September 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 162,759 and 116,674 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively (3)

26,000,000 shares authorized and 335,162 and 116,674 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively (3)

Additional paid in capital 656,790 626,533

12 unchanged sentences

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

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

For the three months ended September 30, For the nine months ended September 30,

2021 2020 2021 2020

18 unchanged sentences

Interest expense $ ( 6,688 ) $ ( 6,444 ) $ ( 20,338 ) $ ( 20,411 )

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

Gain (loss) on sale of real estate, net — 1,196 ( 882 ) 1,184

Other income 2,350 204 2,884 209

1 unchanged sentence

Net income $ 4,498 $ 2,844 $ 6,657 $ 6,070

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

Net (income) loss (available) attributable to OP Units held by Non-controlling OP Unitholders ( 21 ) 2 42 39

Net income attributable to the Company $ 4,477 $ 2,846 $ 6,699 $ 6,109

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

Distributions attributable to Series D, E, F, and G preferred stock ( 2,868 ) ( 2,771 ) ( 8,571 ) ( 8,137 )

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

Distributions attributable to senior common stock ( 170 ) ( 203 ) ( 534 ) ( 615 )

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 )

Net income (loss) available (attributable) to common stockholders $ 1,439 $ ( 128 ) $ ( 4,547 ) $ ( 2,643 )

Earnings (loss) per weighted average share of common stock - basic & diluted

Income (loss) available (attributable) to common shareholders $ 0.04 $ ( 0.004 ) $ ( 0.13 ) $ ( 0.08 )

Weighted average shares of common stock outstanding

3 unchanged sentences

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 )

Change in unrealized gain (loss) related to interest rate hedging instruments, net $ 421 $ 276 $ 2,125 $ ( 2,733 )

Other Comprehensive gain (loss) 421 276 2,125 ( 2,733 )

Net income $ 4,498 $ 2,844 $ 6,657 $ 6,070

Comprehensive income $ 4,919 $ 3,120 $ 8,782 $ 3,337

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

Comprehensive (income) loss available (attributable) to OP Units held by Non-controlling OP Unitholders ( 21 ) 2 42 39

Total comprehensive income available to the Company $ 4,898 $ 3,122 $ 8,824 $ 3,376

4 unchanged sentences

(Dollars in Thousands)

For the six months ended June 30,

For the nine months ended September 30,

Cash flows from operating activities:

3 unchanged sentences

Impairment charge — 2,905

Loss on sale of real estate, net 882 12

Loss (gain) on sale of real estate, net 882 ( 1,184 )

Amortization of deferred financing costs 1,175 1,156

8 unchanged sentences

Increase in amount due to Adviser and Administrator 228 68

(Decrease) increase in other liabilities ( 437 ) 941

Increase in other liabilities 1,016 660

Tenant inducement payments ( 20 ) —

10 unchanged sentences

Deposits on future acquisitions ( 500 ) ( 1,575 )

Deposits applied against acquisition of real estate investments — 2,891

Net cash used in investing activities $ ( 45,956 ) $ ( 73,008 )

9 unchanged sentences

Borrowings on term loan 65,000 37,700

(Decrease) increase in security deposits ( 6 ) 12

Increase (decrease) in security deposits 83 ( 1 )

Distributions paid for common, senior common, preferred stock and Non-controlling OP Unitholders ( 50,393 ) ( 47,532 )

Net cash (used in) provided by financing activities $ ( 8,611 ) $ 24,398

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

Net (decrease) increase in cash, cash equivalents, and restricted cash $ ( 874 ) $ 3,774

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

8 unchanged sentences

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,

For the nine months ended September 30,

Cash and cash equivalents $ 10,230 $ 10,370

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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.

The results of operations for the three and nine months ended September 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

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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.

There were no material changes to our critical accounting policies during the three and nine months ended September 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 June 30, 2021 and December 31, 2020, $ 3.1 million and $ 3.0 million, respectively, were collectively due to our Adviser and Administrator.

As of September 30, 2021 and December 31, 2020, $ 3.2 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.

During their July 2021 meeting, our Board of Directors reviewed and renewed the Administration Agreement for an additional year, through August 31, 2022.

Base Management Fee

7 unchanged sentences

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.

For the three and nine months ended September 30, 2021, we recorded a base management fee of $ 1.5 million and $ 4.4 million, respectively.

For the three and nine months ended September 30, 2020, we recorded a base management fee of $ 1.4 million and $ 4.2 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 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.

For the three and nine months ended September 30, 2021, we recorded an incentive fee of $ 1.3 million and $ 3.5 million, respectively, partially offset by credits related to unconditional voluntary and irrevocable waivers issued by the Adviser of $ 0.00 million and $ 0.02 million, respectively, resulting in a net incentive fee for the three and nine months ended September 30, 2021 of $ 1.3 million and $ 3.5 million, respectively.

For the three and nine months ended September 30, 2020, we recorded an incentive fee of $ 1.1 million and $ 3.3 million, respectively.

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

Capital Gain Fee

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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.

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

Termination Fee

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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.

For the three and nine months ended September 30, 2021, we recorded an administration fee of $ 0.4 million and $ 1.0 million, respectively.

For the three and nine months ended September 30, 2020, we recorded an administration fee of $ 0.4 million and $ 1.2 million, respectively.

Gladstone Securities

8 unchanged sentences

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.

We did no t pay financing fees to Gladstone Securities during the three months ended September 30, 2021, but we paid financing fees to Gladstone Securities of $ 14,000 during the nine months ended September 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 September 30, 2020, but we paid financing fees to Gladstone Securities of $ 89,637 during the nine months ended September 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.

6 unchanged sentences

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.

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).

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

We paid fees of $ 0.5 million to Gladstone Securities during the nine months ended September 30, 2021 in connection with the Offering.

Earnings (Loss) Per Share of Common Stock

The following tables set forth the computation of basic and diluted earnings (loss) per share of common stock for the three and nine months ended September 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 earnings (loss) per share calculations, as there would be no effect on the amounts since the Non-controlling OP Unitholders’ share of earnings (loss) would also be added back to net income (loss).

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

We computed basic earnings (loss) per share for the three and nine months ended September 30, 2021 and 2020 using the weighted average number of shares outstanding during the respective periods.

Diluted earnings (loss) per share for the three and nine months ended September 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 income (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 September 30, For the nine months ended September 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 )

Calculation of basic earnings (loss) per share of common stock:

Net income (loss) attributable to common stockholders $ 1,439 $ ( 128 ) $ ( 4,547 ) $ ( 2,643 )

Denominator for basic weighted average shares of common stock (1) 36,768,779 34,075,147 36,296,414 33,884,007

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 )

Basic earnings (loss) per share of common stock $ 0.04 $ ( 0.004 ) $ ( 0.13 ) $ ( 0.08 )

Calculation of diluted earnings (loss) per share of common stock:

Net income (loss) attributable to common stockholders $ 1,439 $ ( 128 ) $ ( 4,547 ) $ ( 2,643 )

Net income (loss) attributable to common stockholders plus assumed conversions (2) $ 1,439 $ ( 128 ) $ ( 4,547 ) $ ( 2,643 )

Denominator for basic weighted average shares of common stock (1) 36,768,779 34,075,147 36,296,414 33,884,007

1 unchanged sentence

Denominator for diluted weighted average shares of common stock (2) 36,768,779 34,075,147 36,296,414 33,884,007

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.

Diluted earnings (loss) per share of common stock $ 0.04 $ ( 0.004 ) $ ( 0.13 ) $ ( 0.08 )

(1) The weighted average number of OP Units held by Non-controlling OP Unitholders was 256,994 and 337,205 for the three and nine months ended September 30, 2021, respectively, and 503,033 and 502,435 for the three and nine months ended September 30, 2020, respectively.

(2) We excluded convertible shares of Senior Common Stock of 532,785 and 641,430 from the calculation of diluted earnings (loss) per share for the three and nine months ended September 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 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

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

September 30, 2021 December 31, 2020

Land (1) $ 146,684 $ 142,853

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(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.

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

Real estate depreciation expense on building and tenant improvements was $ 9.8 million and $ 30.0 million for the three and nine months ended September 30, 2021, respectively.

Real estate depreciation expense on building and tenant improvements was $ 9.0 million and $ 27.2 million for the three and nine months ended September 30, 2020, respectively.

We acquired eight properties during the nine months ended September 30, 2021, and six properties during the nine months ended September 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)

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

September 30, 2021 (1) 367,716 15.5 years $ 46,225 $ 370

September 30, 2020 (2) 1,043,638 14.2 years $ 82,599 $ 339

(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.

The property is fully leased to one tenant for 14.2 years at time we acquired the property.

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.

The property is fully leased to one tenant for 12.6 years at time we acquired the property.

On July 21, 2021, we acquired an 80,604 square foot, four -property portfolio in Pacific, Missouri for $ 22.1 million.

These properties are fully leased to one tenant for 17.4 years at time we acquired the portfolio.

On August 20, 2021, we acquired an 81,760 square foot, two -property portfolio in Peru, Illinois for $ 4.8 million.

These properties are fully leased to one tenant for 15.0 years at time we acquired the portfolio.

(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.

The property is leased to three tenants, with a weighted average lease term of 7.2 years at time we acquired the property.

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.

The portfolio has a weighted average lease term of 20.0 years at time we acquired the portfolio.

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

The property is fully leased to one tenant for 10.5 years at time we acquired the property.

On September 1, 2020, we acquired a 153,600 square foot property in Indianapolis, Indiana for $ 10.6 million.

The property is fully leased to one tenant for 9.7 years at time we acquired the property.

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

Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020

Acquired assets and liabilities Purchase price Purchase price

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(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.

(2) This amount includes $ 46 and $ 53 of loans receivable included in Other assets on the condensed consolidated balance sheets, respectively.

(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):

Future operating lease payments from tenants under non-cancelable leases, excluding tenant reimbursement of expenses, for the three 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

Three Months Ending 2021 $ 28,699

Thereafter 309,507

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 and six months ended June 30, 2021 and 2020, respectively (dollars in thousands):

For the three months ended June 30,

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

For the three months ended September 30,

(Dollars in Thousands)

3 unchanged sentences

$ 34,334 $ 33,142 $ 1,192 3.6 %

For the six months ended June 30,

For the nine months ended September 30,

(Dollars in Thousands)

3 unchanged sentences

$ 102,381 $ 100,287 $ 2,094 2.1 %

Legal Settlements

In August 2021, we reached separate legal settlements through which we recognized $ 2.4 million, net, recorded in other income on the condensed consolidated statement of operations and comprehensive income.

Intangible Assets

The following table summarizes the carrying value of intangible assets, liabilities and the accumulated amortization for each intangible asset and liability class as of 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

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

September 30, 2021 December 31, 2020

Lease Intangibles Accumulated Amortization Lease Intangibles Accumulated Amortization

6 unchanged sentences

Below market leases and deferred revenue ( 43,152 ) 20,693 ( 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:

Total amortization expense related to in-place leases, leasing costs and customer relationship lease intangible assets was $ 5.0 million and $ 15.7 million for the three and nine months ended September 30, 2021, respectively, and $ 4.8 million and $ 14.9 million for the three and nine months ended September 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 $ 0.6 million for the three and nine months ended September 30, 2021, respectively, and $ 0.2 million and $ 0.6 million for the three and nine months ended September 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 $ 0.9 million and $ 3.3 million for the three and nine months ended September 30, 2021, respectively, and $ 0.7 million and $ 2.1 million for the three and nine months ended September 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 nine months ended September 30, 2021 and 2020, respectively, were as follows:

Intangible Assets & Liabilities 2021 2020

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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.

During the nine months ended September 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):

During the nine months ended September 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.

Our dispositions during the nine months ended September 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,

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

For the three months ended September 30, For the nine months ended September 30,

2021 2020 2021 2020

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Other expense, net — ( 59 ) ( 1,622 ) (1) ( 177 )

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

Loss from real estate and related assets sold $ — $ ( 1,301 ) $ ( 1,499 ) $ ( 1,330 )

(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.

As of September 30, 2021, we had one property classified as held for sale, located in Richmond, Virginia.

We consider this asset to be non-core to our long term strategy.

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.

Two of the properties were sold during the nine months ended September 30, 2021.

Our Boston Heights, Ohio property is classified as held and used as of September 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

September 30, 2021 December 31, 2020

Assets Held for Sale

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Total Assets Held for Sale $ 4,005 $ 8,498

Liabilities Held for Sale

Asset retirement obligation 13 —

Total Liabilities Held for Sale $ 13 $ —

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.

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

We recognized an aggregate impairment charge of $ 2.9 million during the nine months ended September 30, 2020 on three held and used assets, located in Blaine, Minnesota, Champaign, Illinois, and Rancho Cardova, California.

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.

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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):

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

Our mortgage notes payable and Credit Facility as of September 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

September 30, 2021 September 30, 2021 December 31, 2020 September 30, 2021 September 30, 2021

Mortgage and other secured loans:

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(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.

As of September 30, 2021, one month LIBOR was approximately 0.08 %.

(4) The weighted average interest rate on the mortgage notes outstanding as of September 30, 2021 was approximately 4.19 %.

(5) The weighted average interest rate on all debt outstanding as of September 30, 2021 was approximately 3.45 %.

(6) The amount we may draw under our Credit Facility is based on a percentage of the fair value of a combined pool of 56 unencumbered properties as of September 30, 2021.

N/A - Not Applicable

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.

As of September 30, 2021, we had 53 mortgage notes payable, collateralized by a total of 68 properties with a net book value of $ 667.8 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.

As of September 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):

During the nine months ended September 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):

During the nine months ended September 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

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(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):

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

We made payments of $ 0.03 million and $ 0.4 million for deferred financing costs during the three and nine months ended September 30, 2020, respectively.

Scheduled principal payments of mortgage notes payable for the three 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

Three Months Ending December 31, 2021 $ 13,551

Thereafter 133,037

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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:

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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.

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

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

September 30, 2021 December 31, 2020

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

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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

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

September 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

$ 73,497 $ 725 $ ( 1,631 ) $ 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,

The following table presents 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 September 30, Nine Months Ended September 30,

2021 2020 2021 2020

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Total $ 421 $ 276 $ 2,125 $ ( 2,733 )

The following table presents the reclassifications of our derivative instruments out of accumulated other comprehensive income into interest expense in the condensed consolidated financial statements (dollars in thousands):

Amount reclassified out of Accumulated Other Comprehensive Income

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Interest rate caps $ ( 145 ) $ — $ ( 145 ) $ —

Total $ ( 145 ) $ — $ ( 145 ) $ —

The following table sets forth certain information regarding our derivative instruments (dollars in thousands):

Asset (Liability) Derivatives Fair Value at

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

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

Interest rate caps Other assets $ 128 $ 9

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Total derivative liabilities, net $ ( 778 ) $ ( 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 of all mortgage notes payable outstanding as of September 30, 2021 was $ 458.6 million , as compared to the carrying value stated above of $ 448.0 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.

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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.

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 increased 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.

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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 entered into multiple interest rate cap agreements on Term Loan B, which cap LIBOR from 1.50 % to 1.75 %.

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

As of 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.

As of September 30, 2021, there was $ 65.0 million outstanding under Term Loan B, and we used all net proceeds to repay all outstanding borrowings on the Revolver and fund acquisitions.

As of September 30, 2021, there was $ 227.1 million outstanding under our Credit Facility, at a weighted average interest rate of approximately 1.97 %, and $ 18.7 million outstanding under letters of credit, at a weighted average interest rate of 1.90 %.

As of September 30, 2021, the maximum additional amount we could draw under the Credit Facility was $ 26.1 million.

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

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

Commitments and Contingencies

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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):

Future minimum rental payments due under the terms of these leases for the three 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

Six Months Ending December 31, 2021 $ 243

Three Months Ending December 31, 2021 $ 122

Thereafter 6,807

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Present value of lease payments $ 5,571

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.

Rental expense incurred for properties with ground lease obligations during the three and nine months ended September 30, 2021 was $ 0.1 million and $ 0.4 million, respectively, and during the three and nine months ended September 30, 2020 was $ 0.1 million and $ 0.4 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.

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Letters of Credit

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

As of September 30, 2021, there was $ 18.7 million outstanding under letters of credit.

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

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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):

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

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Comprehensive income 421 276 2,125 ( 2,733 )

Reclassification into interest expense 145 — 145 —

Balance, end of period $ ( 2,075 ) $ ( 4,859 ) $ ( 2,075 ) $ ( 4,859 )

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Comprehensive income 421 276 2,125 ( 2,733 )

Reclassification into interest expense 145 — 145 —

Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership ( 21 ) ( 61 ) ( 3,665 ) 37

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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,

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

For the three months ended September 30, For the nine months ended September 30,

2021 2020 2021 2020

4 unchanged sentences

Series F Preferred Stock 0.375 0.375 1.125 0.375 (2)

Series G Preferred Stock 0.375 — 0.375 —

(1) We redeemed all outstanding shares of our Series D Preferred Stock on June 30, 2021.

(2) Prior to July 1, 2020, Series F Preferred Stock distributions were declared, but not paid, as there were no Series F Preferred Stock shares outstanding on the applicable dividend record dates.

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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”).

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”), 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.

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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.

During the nine months ended September 30, 2021, we sold 1.2 million shares of common stock, raising $ 24.1 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 June 30, 2021, we had remaining capacity to sell up to $ 164.3 million of common stock under the Common Stock ATM Program.

As of September 30, 2021, we had remaining capacity to sell up to $ 159.4 million of common stock under the Common Stock ATM Program.

Mezzanine Equity

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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 currently believe the likelihood of a change of control of greater than 50%, or a delisting event, is remote.

Series D Preferred Stock Redemption

1 unchanged sentence

In connection with this redemption, we recognized a $ 2.1 million decrease to net income available to common shareholders pertaining to the original issuance costs incurred upon issuance of our Series D Preferred Stock.

Articles Supplementary Reclassifying Remaining Series D Preferred Stock

On August 5, 2021, we filed Articles Supplementary (the “Reclassification Articles Supplementary”) with the SDAT, pursuant to which our board of directors reclassified and designated the remaining 2,490,445 shares of authorized but unissued Series D Preferred Stock as additional shares of common stock.

After giving effect to the filing of the Reclassification Articles Supplementary, our authorized capital stock consists of 62,290,000 shares of common stock, 6,760,000 shares of Series E Preferred Stock, 26,000,000 shares of Series F Preferred Stock, 4,000,000 shares of Series G Preferred Stock, and 950,000 shares of senior common stock.

The Reclassification Articles Supplementary did not increase our authorized shares of capital stock.

Series E Preferred Stock ATM Program

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 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.

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

As of September 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

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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.

As of September 30, 2021, we had the ability to issue up to $ 352.7 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.

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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.

As of September 30, 2021, we had the ability to issue up to $ 691.7 million of securities under the 2020 Universal Shelf.

Series F Preferred Stock

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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.

We sold 217,422 shares of our Series F Preferred Stock, raising $ 4.9 million in net proceeds during the nine months ended September 30, 2021.

As of September 30, 2021, we had remaining capacity to sell up to $ 628.2 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.

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

During the nine months ended September 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.

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

On October 12, 2021, our Board of Directors declared the following monthly distributions for the months of October, November and December 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

October 22, 2021 October 29, 2021 $ 0.125275 $ 0.138021 $ 0.125

November 19, 2021 November 30, 2021 0.125275 0.138021 0.125

December 23, 2021 December 31, 2021 0.125275 0.138021 0.125

$ 0.375825 $ 0.414063 $ 0.375

2 unchanged sentences

Payment Date Distribution per Share

July August 6, 2021 $ 0.0875

August September 3, 2021 0.0875

September October 6, 2021 0.0875

October November 5, 2021 $ 0.0875

November December 6, 2021 0.0875

December January 5, 2022 0.0875

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

October 28, 2021 November 5, 2021 $ 0.125

November 29, 2021 December 6, 2021 0.125

December 29, 2021 January 5, 2022 0.125

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

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.

Subsequent to September 30, 2021 and through November 1, 2021, we raised $ 8.0 million in net proceeds from the sale of 378,495 shares of common stock under our Common Stock ATM Program and $ 0.8 million in net proceeds from the sale of 33,572 shares of Series F Preferred Stock.

Financing Activity

On October 26, 2021, we repaid $ 3.2 million of fixed rate debt, collateralized by one property, at an interest rate of 4.92 %.

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