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We have elected to be taxed as a REIT for federal income tax purposes.
−Removed: We focus on acquiring, owning, and managing primarily office and industrial properties.
−Removed: Our shares of common stock, par value $0.001 per share, 7.00% Series D Cumulative Redeemable Preferred Stock, par value $0.001 per share (“Series D Preferred Stock”), and 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share (“Series E Preferred Stock”), trade on the Nasdaq Global Select Market (“Nasdaq”) under the trading symbols “GOOD,” “GOODM” and “GOODN,” respectively.
+Added: We focus on acquiring, owning, and managing primarily industrial and office properties.
+Added: Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share (“Series E Preferred Stock”), and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share (“Series G Preferred Stock”), trade on the Nasdaq Global Select Market (“Nasdaq”) under the trading symbols “GOOD,” “GOODN” and “GOODO,” respectively.
Our senior common stock, par value $0.001 per share (“Senior Common Stock”) and our 6.00% Series F Cumulative Redeemable Preferred Stock, par value $0.001 per share (“Series F Preferred Stock”), are not listed or traded on any exchange or automated quotation system.
Our properties are geographically diversified and our tenants cover a broad cross section of business sectors and range in size from small to very large private and public companies, many of which are corporations that do not have publicly-rated debt.
−Removed: We have historically entered into, and intend in the future to enter into, purchase agreements for real estate having net leases with terms of approximately 7 to 15 years with built-in rental rate increases.
+Added: We have historically entered into, and intend in the future to enter into, purchase agreements for real estate having net leases with terms of approximately seven to 15 years with built-in rental rate increases.
Under a net lease, the tenant is required to pay most or all operating, maintenance, repair and insurance costs and real estate taxes with respect to the leased property.
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Our principal investment objectives are to generate income from rental properties, which we use to fund our continuing operations and to pay monthly cash distributions to our stockholders.
−Removed: Our strategy is to invest in and own a diversified portfolio of leased properties (primarily office and industrial) that we believe will produce stable cash flow and increase in value.
+Added: Our strategy is to invest in and own a diversified portfolio of leased properties (primarily industrial and office) that we believe will produce stable cash flow and increase in value.
We may sell some of our real estate assets when our Adviser determines that doing so would be advantageous to us and our stockholders.
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LLC (“Goldman Sachs”), Stifel, Nicolaus & Company, Incorporated (“Stifel”), BTIG, LLC, and Fifth Third Securities, Inc.
−Removed: (“Fifth Third”) (collectively, the “Common Stock Sales Agents”), and formerly with Cantor Fitzgerald & Co.
−Removed: We also issued shares of Series E Preferred Stock pursuant to our At-the-Market Equity Offering Sales Agreement (the “Series E Preferred ATM Program,” and together with the Common ATM Program, the “ATM Programs”) with Baird, Goldman Sachs, Stifel, Fifth Third, and U.S.
+Added: (“Fifth Third”) (collectively, the “Common Stock Sales Agents”).
+Added: We also voluntarily redeemed all outstanding shares of our 7.00% Series D Cumulative Redeemable Preferred Stock, par value $0.001 per share (“Series D Preferred Stock”) on June 30, 2021, through raising proceeds from an underwritten public offering of Series G Preferred Stock.
+Added: We also issued shares of our Series F Preferred Stock through bimonthly closings of this registered non-traded continuous offering.
+Added: Although we did not sell any shares of our Series E Preferred Stock during the year ended December 31, 2021, we also have an at-the-market program pursuant to our At-the-Market Equity Offering Sales Agreement (the “Series E Preferred ATM Program,” and together with the Common ATM Program, the “ATM Programs”) with Baird, Goldman Sachs, Stifel, Fifth Third, and U.S.
Bancorp Investments, Inc.
(collectively the “Series E Preferred Stock Sales Agents”).
−Removed: We also issued shares of our Series F Preferred Stock through bimonthly closings of our registered non-traded continuous offerings.
Investment Policies
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In these transactions, we may act as one of several sources of financing by purchasing one or more properties from the tenant and by leasing it on a net basis to the tenant or its successor in interest.
−Removed: Our portfolio consists primarily of single-tenant office and industrial real property.
−Removed: While we will continue to acquire select multi-tenant office and industrial properties, our primary focus is single-tenant industrial and office properties.
+Added: Our portfolio consists primarily of single-tenant industrial and office real property.
+Added: While we will continue to acquire select multi-tenant industrial and office properties, our primary focus is single-tenant industrial and office properties.
Generally, we lease properties to tenants that our Adviser deems creditworthy under leases that will be full recourse obligations of our tenants or their affiliates.
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We have formed relationships with nationally recognized strategic partners to assist us with the management of our properties in each of our markets.
−Removed: These relationships provide local expertise to ensure that our properties are properly maintained and that our tenants have local points of contact to address property issues.
+Added: These relationships provide local expertise to ensure that our properties are properly maintained and that
+Added: our tenants have local points of contact to address property issues.
This strategy improves our operating efficiencies, increases local market intelligence for the Adviser, and generally does not increase our costs as the local property managers are reimbursed by the tenants in accordance with the lease agreements.
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Our Revolver was initially for $60.0 million, but was increased to $85.0 million through subsequent amendments.
−Removed: On October 5, 2015, we added a $25.0 million 5-year term loan facility (“Term Loan”).
−Removed: On October 27, 2017, we expanded our Term Loan to $75.0 million and extended the maturity date to October 27, 2022, and also extended the maturity date of our Revolver through October 27, 2021.
−Removed: On July 2, 2019, we expanded our Term Loan from $75.0 million to $160.0 million, inclusive of a delayed draw component whereby we can incrementally borrow on the Term Loan up to the $160.0 million commitment, and increased the Revolver from $85.0 million to $100.0 million.
−Removed: The Term Loan has a five-year term, with a maturity date of July 2, 2024, and the Revolver has a four-year term, with a maturity date of July 2, 2023.
−Removed: The interest rate margin for each of the Term Loan and Revolver was reduced by 10 basis points at each leverage tier.
−Removed: On February 11, 2021, we added a new $65.0 million term loan component, inclusive of a $15.0 million delayed funding component (the “New Term Loan”).
−Removed: The New Term Loan has a maturity date of 60 months from the closing of the amended Credit Facility and a London Inter-bank Offered Rate floor of 25 basis points.
−Removed: We refer to the Term Loan, New Term Loan and Revolver, collectively, herein, as the Credit Facility.
+Added: On October 5, 2015, we added a $25.0 million 5-year term loan facility (“Term Loan A”).
+Added: On October 27, 2017, we expanded our Term Loan A to $75.0 million and extended the maturity date to October 27, 2022, and also extended the maturity date of our Revolver through October 27, 2021.
+Added: On July 2, 2019, we expanded our Term Loan A from $75.0 million to $160.0 million, inclusive of a delayed draw component whereby we can incrementally borrow on the Term Loan A up to the $160.0 million commitment, and increased the Revolver from $85.0 million to $100.0 million.
+Added: The Term Loan A has a five-year term, with a maturity date of July 2, 2024, and the Revolver has a four-year term, with a maturity date of July 2, 2023.
+Added: The interest rate margin for each of the Term Loan A and Revolver was reduced by 10 basis points at each leverage tier.
+Added: On February 11, 2021, we added a new $65.0 million term loan component, inclusive of a $15.0 million delayed funding component which was funded on July 20, 2021 (“Term Loan B”).
+Added: Term Loan B has a maturity date of 60 months from the closing of the amended Credit Facility and a London Inter-bank Offered Rate (“LIBOR”) floor of 25 basis points.
+Added: We refer to Term Loan A, Term Loan B and the Revolver, collectively, herein, as the Credit Facility.
Conflict of Interest Policy
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Code of Ethics
−Removed: We have adopted a code of ethics and business conduct applicable to all personnel of our Adviser that complies with the guidelines set forth in Item 406 of Regulation S-K of the Securities Act of 1933, as amended.
+Added: We have adopted a code of ethics and business conduct applicable to all personnel of our Adviser and Administrator that complies with the guidelines set forth in Item 406 of Regulation S-K of the Securities Act of 1933, as amended.
This code establishes procedures for personal investments, restricts certain transactions by such personnel and requires the reporting of certain transactions and holdings by such personnel.
A copy of this code is available for review, free of charge, on the investors section of our website at www.GladstoneCommercial.com .
+Added: Information contained on our website is not part of this Annual Report.
We intend to provide any required disclosure of any amendments to or waivers of this code of ethics by posting information regarding any such amendment or waiver to our website.
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The officers, directors and employees of our Adviser have significant experience in making investments in and lending to businesses of all sizes, and investing in real estate.
−Removed: We have entered into an investment advisory agreement with our Adviser, as amended (the “Advisory Agreement”), under which our Adviser is responsible for managing our assets and liabilities, for operating our business on a day-to-day basis and for identifying, evaluating, negotiating and consummating investment transactions consistent with our investment policies as determined by our Board of Directors from time to time.
−Removed: The Administrator employs our chief financial officer, treasurer, chief compliance officer, and general counsel and secretary (who also serves as our Administrator’s president, general counsel, and secretary) and their respective staffs and provides administrative services for us under the Administration Agreement.
+Added: We have entered into an investment advisory agreement with our Adviser, as amended (including the Sixth Amended and Restated Investment Advisory Agreement dated July 14, 2020, the “Advisory Agreement”), under which our Adviser is responsible for managing our assets and liabilities, for operating our business on a day-to-day basis and for identifying, evaluating, negotiating and consummating investment transactions consistent with our investment policies as determined by our Board of Directors from time to time.
+Added: The Administrator employs our chief financial officer, treasurer, chief compliance officer, and general counsel and secretary (who also serves as our Administrator’s president, general counsel, and secretary) and their respective staffs and provides administrative services for us under the administration agreement with our Administrator (the “Administration Agreement”).
David Gladstone, our chairman and chief executive officer, is also the chairman, chief executive officer and the controlling stockholder of our Adviser and our Administrator.
Terry Lee Brubaker, our vice chairman and chief operating officer, also serves in the same capacities for our Adviser and our Administrator.
−Removed: Robert Cutlip, our president, is also an executive managing director of our Adviser.
+Added: Robert Cutlip, and Arthur “Buzz” Cooper, our co-presidents, are also executive managing directors of our Adviser.
Our Adviser has an investment committee that approves each of our investments.
This investment committee is currently comprised of Messrs.
−Removed: Gladstone, Cutlip and Brubaker.
+Added: Gladstone, Brubaker, Cutlip, Cooper, Laura Gladstone, who is a managing director of our Adviser, and John Sateri, who is a managing director of our Adviser.
We believe that the review process of our investment committee gives us a unique competitive advantage over other REITs because of the substantial experience that its members possess and their unique perspective in evaluating the blend of corporate credit, real estate and lease terms that collectively provide an acceptable risk for our investments.
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Our Adviser and Administrator also engage in other business ventures and, as a result, their resources are not dedicated exclusively to our business.
−Removed: For example, our Adviser and Administrator also serve as the external adviser or administrator, respectively, to Gladstone Capital and Gladstone Investment, both publicly traded business development companies affiliated with us, and Gladstone Land Corporation, a publicly traded agricultural REIT that is also our affiliate.
+Added: For example, our Adviser and Administrator also serve as the external adviser or administrator, respectively, to Gladstone Capital and Gladstone Investment, both publicly traded business development companies affiliated with us, and Gladstone Land, a publicly traded agricultural REIT that is also our affiliate.
However, under the Advisory Agreement, our Adviser is required to devote sufficient resources to the administration of our affairs to discharge its obligations under the agreement.
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We expect that a total of 15 to 20 full time employees of our Adviser and our Administrator will spend substantially all or all of their time on our matters during calendar year 2022.
−Removed: Our President and CFO, accounting team, and the employees of our Adviser that manage our assets and our investments spend all of their time on our matters.
+Added: Our co-presidents and CFO, accounting team, and the employees of our Adviser that manage our assets and our investments spend all of their time on our matters.
To the extent that we acquire more investments, we anticipate that the number of employees of our Adviser and our Administrator who devote time to our matters will increase.
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20 Administration, Accounting, Compliance, Human Resources, Legal and Treasury
−Removed: The Adviser and the Administrator aim to attract and retain capable advisory and administrative personnel, respectively, by offering competitive base salaries and bonus structure and by providing employees with appropriate opportunities for professional development and growth.
+Added: The Adviser and the Administrator aim to attract and retain capable advisory and administrative personnel, respectively, by offering competitive base salaries, benefits and bonus structure and by providing employees with appropriate opportunities for professional development and growth.
We compete with a number of other real estate investment companies and traditional mortgage lenders, many of whom have greater marketing and financial resources than we do.
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In response to the COVID-19 pandemic, federal governmental authorities, as well as state and local governmental authorities in jurisdictions where our properties are located, may implement laws and regulations which impact our ability to operate our business in the ordinary course.
−Removed: Such regulations, along with the COVID-19 pandemic in general, may materially affect our results of operations for the year ended December 31, 2021.
+Added: Such regulations, along with the COVID-19 pandemic in general, may materially affect our results of operations for the year ending December 31, 2022.
Otherwise, we do not expect that compliance with the various laws and regulations we are subject to will have a material effect on our capital expenditures, results of operations and competitive position for the year ending December 31,2022, as compared to prior periods.
−Removed: For additional information, see “ Risk Factors - We could incur significant costs related to government regulation and private litigation over environmental matters ”, “ Risk Factors - Compliance or failure to comply with laws requiring access to our properties by disabled persons could result in substantial cost ” and “ Risk Factors - Disruptions in the financial markets and uncertain economic conditions resulting from the ongoing outbreak of COVID-19 could adversely affect market rental rates, commercial real estate values and our ability to secure debt financing, service future debt obligations, or pay distributions to stockholders .”
+Added: For additional information, see “ Risk Factors - We could incur significant costs related to government regulation and private litigation over environmental matters ”, “ Risk Factors - Compliance or failure to comply with laws requiring access to our properties by disabled persons could result in substantial cost ” and “ Risk Factors - Disruptions in the financial markets and uncertain economic conditions resulting from the ongoing outbreak of COVID-19 and potential emergence of vaccine resistant strains could adversely affect market rental rates, commercial real estate values and our ability to secure debt financing, service future debt obligations, or pay distributions to stockholders .”
Available Information
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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.