What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-08-01 compared with 2022-05-04 · 219 added, 151 removed, 453 unchanged (45% of the section changed)

3 unchanged sentences

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

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Real estate, at cost $ 1,260,422 $ 1,225,258

2 unchanged sentences

Lease intangibles, net 111,703 114,494

Real estate and related assets held for sale 18,403 —

Cash and cash equivalents 10,741 7,956

13 unchanged sentences

Accounts payable and accrued expenses 8,836 6,736

Liabilities related to assets held for sale 232 —

Due to Adviser and Administrator (1) 3,646 3,431

6 unchanged sentences

10,760,000 shares authorized;

and 7,061,448 and 7,061,448 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively (3)

and 7,061,448 and 7,061,448 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively (3)

$ 170,261 $ 170,261

2 unchanged sentences

950,000 shares authorized;

and 443,880 and 600,061 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively (3)

and 431,064 and 600,061 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively (3)

Common stock, par value $ 0.001 per share, 62,292,200 and 62,290,000 shares authorized;

and 38,548,992 and 37,473,587 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively (3)

and 39,136,473 and 37,473,587 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively (3)

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

$ 25 per share liquidation preference;

25,997,800 and 26,000,000 shares authorized and 487,473 and 422,920 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively (3)

25,997,800 and 26,000,000 shares authorized and 554,822 and 422,920 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively (3)

Additional paid in capital 705,629 671,134

12 unchanged sentences

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

For the three months ended March 31,

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

2022 2021 2022 2021

Operating revenues

8 unchanged sentences

General and administrative 958 1,073 1,955 1,729

Impairment charge 1,374 — 1,374 —

Total operating expense before incentive fee waiver $ 27,825 $ 25,003 $ 53,482 $ 51,905

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

Total operating expenses $ 27,825 $ 24,987 $ 53,482 $ 51,889

5 unchanged sentences

Net income $ 1,572 $ 2,121 $ 4,965 $ 2,160

Net (income) loss (available) attributable to OP Units held by Non-controlling OP Unitholders ( 2 ) 41

Net loss attributable to OP Units held by Non-controlling OP Unitholders 10 21 8 63

Net income attributable to the Company $ 1,582 $ 2,142 $ 4,973 $ 2,223

Distributions attributable to Series D, E, F, and G preferred stock ( 2,967 ) ( 2,856 ) ( 5,913 ) ( 5,703 )

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

Distributions attributable to senior common stock ( 114 ) ( 177 ) ( 230 ) ( 364 )

Loss on extinguishment of Series F preferred stock — — ( 5 ) —

Net income (loss) available (attributable) to common stockholders $ 322 $ ( 2,955 )

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

Income (loss) available (attributable) to common shareholders $ 0.01 $ ( 0.08 )

Net loss attributable to common stockholders $ ( 1,499 ) $ ( 3,032 ) $ ( 1,175 ) $ ( 5,985 )

Loss per weighted average share of common stock - basic & diluted

Loss attributable to common shareholders $ ( 0.04 ) $ ( 0.08 ) $ ( 0.03 ) $ ( 0.17 )

Weighted average shares of common stock outstanding

3 unchanged sentences

Comprehensive income

Change in unrealized gain related to interest rate hedging instruments, net $ 4,267 $ 2,424

Other Comprehensive gain 4,267 2,424

Change in unrealized gain (loss) related to interest rate hedging instruments, net $ 2,603 $ ( 720 ) $ 6,870 $ 1,704

Other Comprehensive gain (loss) 2,603 ( 720 ) 6,870 1,704

Net income $ 1,572 $ 2,121 $ 4,965 $ 2,160

Comprehensive income $ 4,175 $ 1,401 $ 11,835 $ 3,864

Comprehensive (income) loss (available) attributable to OP Units held by Non-controlling OP Unitholders ( 2 ) 41

Comprehensive loss attributable to OP Units held by Non-controlling OP Unitholders 10 21 8 63

Total comprehensive income available to the Company $ 4,185 $ 1,422 $ 11,843 $ 3,927

4 unchanged sentences

(Dollars in Thousands)

For the three months ended March 31,

For the six months ended June 30,

Cash flows from operating activities:

2 unchanged sentences

Depreciation and amortization 29,907 30,901

Impairment charge 1,374 —

Loss on sale of real estate, net — 882

6 unchanged sentences

(Increase) decrease in other assets ( 1,716 ) 743

Increase (decrease) in deferred rent receivable 1,156 ( 355 )

(Decrease) increase in accounts payable and accrued expenses ( 1,508 ) 1,063

Decrease in deferred rent receivable ( 57 ) ( 1,201 )

Increase in accounts payable and accrued expenses 1,817 3,183

Increase in amount due to Adviser and Administrator 215 129

Increase (decrease) in other liabilities 856 ( 446 )

Decrease in other liabilities ( 569 ) ( 437 )

Tenant inducement payments — ( 20 )

Leasing commissions paid ( 1,079 ) ( 724 )

14 unchanged sentences

Redemption of Series F preferred stock ( 55 ) —

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

Borrowings under mortgage notes payable 35,000 5,500

4 unchanged sentences

Borrowings on term loan — 50,000

Decrease in security deposits ( 25 ) ( 6 )

Increase (decrease) in security deposits 73 ( 6 )

Distributions paid for common, senior common, preferred stock and Non-controlling OP Unitholders ( 35,026 ) ( 33,447 )

Net cash provided by (used in) financing activities $ 25,264 $ ( 14,109 )

Net increase (decrease) in cash, cash equivalents, and restricted cash $ 1,482 $ ( 1,471 )

Net increase in cash, cash equivalents, and restricted cash $ 2,026 $ 3,163

Cash, cash equivalents, and restricted cash at beginning of period $ 13,178 $ 16,076

5 unchanged sentences

Capital improvements and leasing commissions included in accounts payable and accrued expenses $ 645 $ 1,367

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

Dividends paid on Series F Preferred Stock via additional share issuances $ 184 $ —

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

For the three months ended March 31,

For the six months ended June 30,

Cash and cash equivalents $ 10,741 $ 14,632

18 unchanged sentences

Securities and Exchange Commission on February 15, 2022.

The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.

The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.

Use of Estimates

6 unchanged sentences

A summary of all of our significant accounting policies is provided in Note 1, “Organization, Basis of Presentation and Significant Accounting Policies,” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.

There were no material changes to our critical accounting policies during the three months ended March 31, 2022.

There were no material changes to our critical accounting policies during the three and six months ended June 30, 2022.

Related-Party Transactions

6 unchanged sentences

Terry Lee Brubaker (our vice chairman and chief operating officer) serve as directors and executive officers of our Adviser and our Administrator.

Our co-president, Mr.

Robert Cutlip is executive vice presidents of commercial and industrial real estate of our Adviser.

Our current sole president, Mr.

Arthur “Buzz” Cooper (as Mr.

Bob Cutlip, our previous other co-president with Mr.

Cooper, retired on June 30, 2022) is also executive vice president of commercial and industrial real estate of our Adviser.

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.

1 unchanged sentence

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

As of March 31, 2022 and December 31, 2021, $ 3.6 million and $ 3.4 million, respectively, were collectively due to our Adviser and Administrator.

As of June 30, 2022 and December 31, 2021, $ 3.6 million and $ 3.4 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 reviewed and renewed the Administration Agreement for an additional year, through August 31, 2022.

During their July 2022 meeting, our Board of Directors reviewed and renewed each of the Advisory Agreement and Administration Agreement for an additional year, through August 31, 2023.

Base Management Fee

2 unchanged sentences

The calculation of the other fees in the Advisory Agreement remains unchanged.

For the three months ended March 31, 2022 and 2021, we recorded a base management fee of $ 1.5 million and $ 1.4 million, respectively.

For the three and six months ended June 30, 2022, we recorded a base management fee of $ 1.6 million and $ 3.1 million, respectively.

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

Incentive Fee

4 unchanged sentences

Core FFO (as defined in the Advisory Agreement) is GAAP net income (loss) available to common stockholders, excluding the incentive fee, depreciation and amortization, any realized and unrealized gains, losses or other non-cash items recorded in net income (loss) available to common stockholders for the period, and one-time events pursuant to changes in GAAP.

For the three months ended March 31, 2022 and 2021, we recorded an incentive fee of $ 1.3 million and $ 1.2 million, respectively.

The Adviser did no t waive any portion of the incentive fee for the three months ended March 31, 2022 or 2021.

The Incentive Fee is used by the Adviser primarily for performance-based compensation related to certain of its employees.

For the three and six months ended June 30, 2022, we recorded an incentive fee of $ 1.3 million and $ 2.7 million, respectively.

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 non-contractual, unconditional, and irrevocable waivers issued by the Advisor of $ 0.02 million and $ 0.02 million, respectively.

The Adviser did no t waive any portion of the incentive fee for the three and six months ended June 30, 2022.

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.

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 months ended March 31, 2022 or 2021.

No capital gain fee was recognized during the three and six months ended June 30, 2022 or 2021.

Termination Fee

7 unchanged sentences

We believe that the methodology of allocating the Administrator’s total expenses by approximate percentage of time services were performed among all companies serviced by our Administrator more closely approximates fees paid to actual services performed.

For the three months ended March 31, 2022 and 2021, we recorded an administration fee of $ 0.5 million and $ 0.3 million, respectively.

For the three and six months ended June 30, 2022, we recorded an administration fee of $ 0.4 million and $ 0.9 million, respectively.

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

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 March 31, 2022.

We paid financing fees to Gladstone Securities of $ 14,000 during the three months ended March 31, 2021, which are included in mortgage notes payable, net, in the condensed consolidated balance sheets, or 0.25 % of the mortgage principal secured.

We paid financing fees to Gladstone Securities of $ 0.1 million during the three and six months ended June 30, 2022, which are included in mortgage notes payable, net, in the condensed consolidated balance sheets, or 0.35 % of the mortgage principal secured.

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.

Our Board of Directors renewed the agreement for an additional year, through August 31, 2023, at its July 2022 meeting.

2 unchanged sentences

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”).

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 three months ended March 31, 2022 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 months ended March 31, 2022 and 2021.

The operating partnership units in the Operating Partnership (“OP Units”) held by holders who do not control the Operating Partnership (“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 months ended March 31, 2022 and 2021 using the weighted average number of shares outstanding during the respective periods.

Diluted earnings (loss) per share for the three months ended March 31, 2022 and 2021 reflects additional shares of common stock related to our convertible senior common stock (the “Senior Common Stock”), if the effect of conversion would be dilutive, that would have been outstanding if such 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 March 31,

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

Net income (loss) available (attributable) to common stockholders $ 322 $ ( 2,955 )

Gladstone Securities may, in its sole discretion, re-allow a portion of the Dealer Manager Fee to participating broker-dealers in support of the Offering.

We paid fees of $ 0.1 million and $ 0.3 million to Gladstone Securities during the three and six months ended June 30, 2022, respectively, 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, 2022 and 2021.

The operating partnership units in the Operating Partnership (“OP Units”) held by holders who do not control the Operating Partnership (“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, 2022 and 2021 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, 2022 and 2021 reflects additional shares of common stock related to our convertible senior common stock (the “Senior Common Stock”), if the effect of conversion would be dilutive, that would have been outstanding if such 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,

2022 2021 2022 2021

Calculation of basic loss per share of common stock:

Net loss attributable to common stockholders $ ( 1,499 ) $ ( 3,032 ) $ ( 1,175 ) $ ( 5,985 )

Denominator for basic weighted average shares of common stock (1) 38,745,751 36,394,767 38,326,531 36,056,317

Basic earnings (loss) per share of common stock $ 0.01 $ ( 0.08 )

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

Net income (loss) available (attributable) to common stockholders $ 322 $ ( 2,955 )

Net income (loss) available (attributable) to common stockholders plus assumed conversions (2) $ 322 $ ( 2,955 )

Basic loss per share of common stock $ ( 0.04 ) $ ( 0.08 ) $ ( 0.03 ) $ ( 0.17 )

Calculation of diluted loss per share of common stock:

Net loss attributable to common stockholders $ ( 1,499 ) $ ( 3,032 ) $ ( 1,175 ) $ ( 5,985 )

Net loss attributable to common stockholders plus assumed conversions (2) $ ( 1,499 ) $ ( 3,032 ) $ ( 1,175 ) $ ( 5,985 )

Denominator for basic weighted average shares of common stock (1) 38,745,751 36,394,767 38,326,531 36,056,317

1 unchanged sentence

Denominator for diluted weighted average shares of common stock (2) 38,745,751 36,394,767 38,326,531 36,056,317

Diluted earnings (loss) per share of common stock $ 0.01 $ ( 0.08 )

(1) The weighted average number of OP Units held by Non-controlling OP Unitholders was 256,994 and 500,299 for the three months ended March 31, 2022 and 2021, respectively.

(2) We excluded convertible shares of Senior Common Stock of 374,123 and 592,156 from the calculation of diluted earnings (loss) per share for the three months ended March 31, 2022 and 2021, respectively, because they were anti-dilutive.

Diluted loss per share of common stock $ ( 0.04 ) $ ( 0.08 ) $ ( 0.03 ) $ ( 0.17 )

(1) The weighted average number of OP Units held by Non-controlling OP Unitholders was 256,994 and 256,994 for the three and six months ended June 30, 2022, respectively, and 256,994 and 377,975 for the three and six months ended June 30, 2021, respectively.

(2) We excluded convertible shares of Senior Common Stock of 363,246 and 558,038 from the calculation of diluted loss per share for the three and six months ended June 30, 2022 and 2021, respectively, because they were anti-dilutive.

Real Estate and Intangible Assets

The following table sets forth the components of our investments in real estate as of March 31, 2022 and December 31, 2021, respectively (dollars in thousands):

March 31, 2022 December 31, 2021

The following table sets forth the components of our investments in real estate as of June 30, 2022 and December 31, 2021, respectively, excluding real estate held for sale as of June 30, 2022 (dollars in thousands):

June 30, 2022 December 31, 2021

Land (1) $ 149,755 $ 149,773

4 unchanged sentences

(1) This amount includes $ 4,436 of land value subject to land lease agreements which we may purchase at our option for a nominal fee.

Real estate depreciation expense on building and tenant improvements was $ 9.9 million and $ 10.7 million for the three months ended March 31, 2022 and 2021, respectively.

We acquired two properties during the three months ended March 31, 2022, and one property during the three months ended March 31, 2021.

Real estate depreciation expense on building and tenant improvements was $ 10.2 million and $ 20.1 million for the three and six months ended June 30, 2022, respectively.

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.

We acquired seven industrial properties during the six months ended June 30, 2022, and two industrial properties during the six months ended June 30, 2021.

The acquisitions are summarized below (dollars in thousands):

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

March 31, 2022 (1) 136,000 10.2 years $ 13,463 $ 163

March 31, 2021 (2) 180,152 14.2 years $ 11,146 $ 146

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

June 30, 2022 (1) 742,303 11.7 years $ 51,919 $ 519

June 30, 2021 (2) 205,352 13.5 years $ 19,341 $ 216

(1) On February 24, 2022, we acquired an 80,000 square foot property in Wilkesboro, North Carolina for $ 7.5 million.

2 unchanged sentences

The property is fully leased to one tenant and had 7.0 years of remaining lease term at the time we acquired the property.

On May 4, 2022, we acquired a two -property, 260,719 square foot portfolio in Cleveland, Ohio and Fort Payne, Alabama for $ 19.5 million.

The properties are fully leased to one tenant and had 11.4 years of remaining lease term at the time we acquired the properties.

On May 12, 2022, we acquired a three -property, 345,584 square foot portfolio in Wilmington, North Carolina for $ 18.9 million.

The properties are fully leased to one tenant and had 13.1 years of remaining lease term at the time we acquired the properties.

(2) On January 22, 2021, we acquired a 180,152 square foot property in Findlay, Ohio for $ 11.1 million.

The property is fully leased to one tenant and had 14.2 years of remaining lease term at the time we acquired the property.

We determined the fair value of assets acquired and liabilities assumed related to the properties acquired during the three months ended March 31, 2022 and 2021, respectively, as follows (dollars in thousands):

Three Months Ended March 31, 2022 Three Months Ended March 31, 2021

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 and had 12.6 years of remaining lease term at the time we acquired the property.

We determined the fair value of assets acquired and liabilities assumed related to the properties acquired during the six months ended June 30, 2022 and 2021, respectively, as follows (dollars in thousands):

Six Months Ended June 30, 2022 Six Months Ended June 30, 2021

Acquired assets and liabilities Purchase price Purchase price

10 unchanged sentences

Future Lease Payments

Future operating lease payments from tenants under non-cancelable leases, excluding tenant reimbursement of expenses, for the nine months ending December 31, 2022 and each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands):

Future operating lease payments from tenants under non-cancelable leases, excluding tenant reimbursement of expenses, for the six months ending December 31, 2022 and each of the five succeeding fiscal years and thereafter is as follows, excluding real estate held for sale as of June 30, 2022 (dollars in thousands):

Year Tenant Lease Payments

Nine Months Ending 2022 $ 88,866

Six Months Ending 2022 $ 60,600

Thereafter 301,073

2 unchanged sentences

Lease Revenue Reconciliation

The table below sets forth the allocation of lease revenue between fixed contractual payments and variable lease payments for the three months ended March 31, 2022 and 2021, respectively (dollars in thousands):

For the three months ended March 31,

The table below sets forth the allocation of lease revenue between fixed contractual payments and variable lease payments for the three and six months ended June 30, 2022 and 2021, respectively (dollars in thousands):

For the three months ended June 30,

(Dollars in Thousands)

3 unchanged sentences

$ 36,399 $ 33,371 $ 3,028 9.1 %

For the six months ended June 30,

(Dollars in Thousands)

Lease revenue reconciliation 2022 2021 $ Change % Change

Fixed lease payments $ 63,210 $ 60,101 $ 3,109 5.2 %

Variable lease payments 8,720 7,946 774 9.7 %

$ 71,930 $ 68,047 $ 3,883 5.7 %

Intangible Assets

The following table summarizes the carrying value of intangible assets, liabilities and the accumulated amortization for each intangible asset and liability class as of March 31, 2022 and December 31, 2021, respectively (dollars in thousands):

March 31, 2022 December 31, 2021

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, 2022 and December 31, 2021, respectively, excluding real estate held for sale as of June 30, 2022 (dollars in thousands):

June 30, 2022 December 31, 2021

Lease Intangibles Accumulated Amortization Lease Intangibles Accumulated Amortization

6 unchanged sentences

Below market leases and deferred revenue ( 61,185 ) 22,694 ( 48,241 ) 21,471

Total amortization expense related to in-place leases, leasing costs and customer relationship lease intangible assets was $ 4.7 million and $ 6.0 million for the three months ended March 31, 2022 and 2021, respectively, and is included in depreciation and amortization expense in the condensed consolidated statements of operations and comprehensive income.

Total amortization related to above-market lease values was $ 0.2 million and $ 0.2 million for the three months ended March 31, 2022 and 2021, 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 $ 1.6 million for the three months ended March 31, 2022 and 2021, respectively, and is included in lease revenue in the condensed consolidated statements of operations and comprehensive income.

The weighted average amortization periods in years for the intangible assets acquired and liabilities assumed during the three months ended March 31, 2022 and 2021, 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 $ 9.8 million for the three and six months ended June 30, 2022, respectively, and $ 4.7 million and $ 10.7 million for the three and six months ended June 30, 2021, 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, 2022, respectively, and $ 0.2 million and $ 0.4 million for the three and six months ended June 30, 2021, 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 $ 1.6 million for the three and six months ended June 30, 2022, respectively, and $ 0.8 million and $ 2.4 million for the three and six months ended June 30, 2021, 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, 2022 and 2021, respectively, were as follows:

Intangible Assets & Liabilities 2022 2021

7 unchanged sentences

Real Estate Dispositions

We did not sell any properties during the three months ended March 31, 2022.

We did not sell any properties during the six months ended June 30, 2022.

We expect to continue to execute our capital recycling plan and sell non-core properties as reasonable disposition opportunities become available, and use the sales proceeds to acquire properties in our target, secondary growth markets, or pay down outstanding debt.

During the three months ended March 31, 2021, we sold two non-core properties, located in Rancho Cordova, California and Champaign, Illinois.

The table below summarizes the components of operating income from the real estate and related assets disposed of during the three months ended March 31, 2021 (dollars in thousands):

For the three months ended March 31,

During the six months ended June 30, 2021, we sold two non-core properties, located in Rancho Cordova, California and Champaign, Illinois.

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 (dollars in thousands):

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

Operating revenue $ 7 $ 240

1 unchanged sentence

Other expense, net — ( 1,622 ) (1)

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

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

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

Real Estate Held for Sale

At March 31, 2022 and December 31, 2021, we did no t have any properties classified as held for sale.

At June 30, 2022, we had three properties classified as held for sale, located in Parsippany, New Jersey, Jupiter, Florida, and Columbus, Ohio.

We consider these assets to be non-core to our long term strategy.

At December 31, 2021, we did no t have any properties classified as held for sale.

The table below summarizes the components of the assets and liabilities held for sale at June 30, 2022 reflected on the accompanying condensed consolidated balance sheets (dollars in thousands):

June 30, 2022

Assets Held for Sale

Total real estate held for sale $ 16,767

Lease intangibles, net 1,130

Deferred rent receivable, net 506

Total Assets Held for Sale $ 18,403

Liabilities Held for Sale

Deferred rent liability, net $ 178

Asset retirement obligation 54

Total Liabilities Held for Sale $ 232

Impairment Charges

We evaluated our portfolio for triggering events to determine if any of our held and used assets were impaired during the three months ended March 31, 2022 and 2021, and did no t recognize an impairment charge.

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, 2022 and did not identify any impaired assets.

We evaluated our held for sale assets to determine if any of these assets were impaired during the six months ended June 30, 2022, and identified one held for sale asset, located in Parsippany, New Jersey, which was impaired by $ 1.4 million.

In performing our held for sale assessment, the carrying value of this asset was above the fair value, less costs of sale.

As a result, we impaired this property to equal the fair market value less costs of sale.

We did no t recognize an impairment charge during the six months ended June 30, 2021.

Fair market value for this asset was calculated using Level 3 inputs (defined in Note 6 “Mortgage Notes Payable and Credit Facility”), which were determined using a negotiated sales price from an executed purchase and sale agreement with a third party.

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

3 unchanged sentences

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

Our mortgage notes payable and Credit Facility as of March 31, 2022 and December 31, 2021 are summarized below (dollars in thousands):

Our mortgage notes payable and Credit Facility as of June 30, 2022 and December 31, 2021 are summarized below (dollars in thousands):

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

March 31, 2022 March 31, 2022 December 31, 2021 March 31, 2022 March 31, 2022

June 30, 2022 June 30, 2022 December 31, 2021 June 30, 2022 June 30, 2022

Mortgage and other secured loans:

12 unchanged sentences

(1) Interest rates on our fixed rate mortgage notes payable vary from 2.80 % to 6.63 %.

(2) We have 52 mortgage notes payable with maturity dates ranging from April 22, 2022 through August 1, 2037 .

(2) We have 54 mortgage notes payable with maturity dates ranging from July 1, 2022 through August 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 March 31, 2022, one month LIBOR was approximately 0.45 %.

(4) The weighted average interest rate on the mortgage notes outstanding as of March 31, 2022 was approximately 4.19 %.

(5) The weighted average interest rate on all debt outstanding as of March 31, 2022 was approximately 3.52 %.

(6) The amount we may draw under our Credit Facility is based on a percentage of the fair value of a combined pool of 62 unencumbered properties as of March 31, 2022.

As of June 30, 2022, one month LIBOR was approximately 1.79 %.

(4) The weighted average interest rate on the mortgage notes outstanding as of June 30, 2022 was approximately 4.18 %.

(5) The weighted average interest rate on all debt outstanding as of June 30, 2022 was approximately 4.00 %.

(6) The amount we may draw under our Credit Facility is based on a percentage of the fair value of a combined pool of 62 unencumbered properties as of June 30, 2022.

N/A - Not Applicable

Mortgage Notes Payable

As of March 31, 2022, we had 52 mortgage notes payable, collateralized by a total of 67 properties with a net book value of $ 663.6 million.

As of June 30, 2022, we had 54 mortgage notes payable, collateralized by a total of 70 properties with a net book value of $ 683.5 million.

We have limited recourse liabilities that could result from any one or more of the following circumstances:

a borrower voluntarily filing for bankruptcy, improper conveyance of a property, fraud or material misrepresentation, misapplication or misappropriation of rents, security deposits, insurance proceeds or condemnation proceeds, or physical waste or damage to the property resulting from a borrower’s gross negligence or willful misconduct.

As of March 31, 2022, we did not have any mortgages subject to recourse.

As of June 30, 2022, we did not have any mortgages subject to recourse.

We will also indemnify lenders against claims resulting from the presence of hazardous substances or activity involving hazardous substances in violation of environmental laws on a property.

During the three months ended March 31, 2022, we did not issue or repay any mortgages.

We did not make any payments for deferred financing costs during the three months ended March 31, 2022 but made payments of $ 0.6 million for deferred financing costs during the three months ended March 31, 2021.

Scheduled principal payments of mortgage notes payable for the nine months ending December 31, 2022, and each of the five succeeding fiscal years and thereafter are as follows (dollars in thousands):

During the six months ended June 30, 2022, we repaid one mortgage, collateralized by four properties, which is summarized in the table below (dollars in thousands):

Fixed Rate Debt Repaid Interest Rate on Fixed Rate Debt Repaid

$ 14,812 6.10 %

During the six months ended June 30, 2022, we issued three mortgages, collateralized by seven properties, which is summarized in the table below (dollars in thousands):

Aggregate Fixed Rate Debt Issued Weighted Average Interest Rate on Fixed Rate Debt

$ 20,000 (1) 3.70 %

(1) We issued $ 10.0 million of fixed rate debt in connection with the two -property portfolio acquired on May 4, 2022 with a maturity date of May 4, 2027.

The interest rate is fixed at 4.00 %.

We issued $ 10.0 million of fixed rate debt in connection with the three -property acquisition on May 12, 2022 with a maturity date of June 1, 2032.

The interest rate is fixed at 3.40 %.

Variable Rate Debt Issued Interest Rate on Variable Rate Debt

$ 15,000 (1) SOFR + 2.50 %

(1) We issued $ 15.0 million of variable rate debt in connection with refinancing mortgage debt at two properties with a new maturity date of April 27, 2024 and interest rate of SOFR plus 2.50 %.

During the six months ended June 30, 2022, we extended the maturity date of two mortgages, collateralized by four properties, which is summarized in the table below (dollars in thousands):

Fixed Rate Debt Extended Interest Rate on Fixed Rate Debt Extended Extension Term

$ 3,585 5.13 % 1.0 year

Variable Rate Debt Extended Interest Rate on Variable Rate Debt Extended Extension Term

$ 7,059 LIBOR + 2.75 % 1.0 year

We made payments of $ 0.7 million for deferred financing costs during the three and six months ended June 30, 2022.

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.

Scheduled principal payments of mortgage notes payable for the six months ending December 31, 2022, and each of the five succeeding fiscal years and thereafter are as follows (dollars in thousands):

Year Scheduled Principal Payments

Nine Months Ending December 31, 2022 $ 101,744

Six Months Ending December 31, 2022 $ 72,877

Thereafter 87,895

11 unchanged sentences

Generally, we will estimate the fair value of our interest rate caps and interest rate swaps, in the absence of observable market data, using estimates of value including estimated remaining life, counterparty credit risk, current market yield and interest rate spreads of similar securities as of the measurement date.

At March 31, 2022 and December 31, 2021, our interest rate cap agreements and interest rate swaps were valued using Level 2 inputs.

At June 30, 2022 and December 31, 2021, 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.

2 unchanged sentences

If the interest rate cap does not qualify for hedge accounting, or if it is determined the hedge is ineffective, any change in the fair value is recognized in interest expense in our consolidated statements of operations and comprehensive income.

The following table summarizes the interest rate caps at March 31, 2022 and December 31, 2021 (dollars in thousands):

March 31, 2022 December 31, 2021

The following table summarizes the interest rate caps at June 30, 2022 and December 31, 2021 (dollars in thousands):

June 30, 2022 December 31, 2021

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

4 unchanged sentences

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 March 31, 2022 and December 31, 2021 (dollars in thousands):

March 31, 2022 December 31, 2021

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, 2022 and December 31, 2021 (dollars in thousands):

June 30, 2022 December 31, 2021

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

1 unchanged sentence

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

Amount of gain recognized in Comprehensive Income

Three Months Ended March 31,

Amount of gain (loss) recognized in Comprehensive Income

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

2022 2021 2022 2021

Derivatives in cash flow hedging relationships

4 unchanged sentences

Asset (Liability) Derivatives Fair Value at

Derivatives Designated as Hedging Instruments Balance Sheet Location March 31, 2022 December 31, 2021

Derivatives Designated as Hedging Instruments Balance Sheet Location June 30, 2022 December 31, 2021

Interest rate caps Other assets $ 3,089 $ 324

2 unchanged sentences

Total derivative liabilities, net $ 6,821 $ ( 52 )

The fair value of all mortgage notes payable outstanding as of March 31, 2022 was $ 440.8 million , as compared to the carrying value stated above of $ 446.7 million.

The fair value of all mortgage notes payable outstanding as of June 30, 2022 was $ 441.5 million, as compared to the carrying value stated above of $ 462.8 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.

11 unchanged sentences

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

As of March 31, 2022, 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 March 31, 2022, there was $ 259.6 million outstanding under our Credit Facility, at a weighted average interest rate of approximately 2.35 %, and $ 20.5 million outstanding under letters of credit, at a weighted average interest rate of 1.90 %.

As of March 31, 2022, the maximum additional amount we could draw under the Credit Facility was $ 25.6 million.

We were in compliance with all covenants under the Credit Facility as of March 31, 2022.

The amount outstanding under the Credit Facility approximates fair value as of March 31, 2022.

As of June 30, 2022, 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 June 30, 2022, there was $ 272.0 million outstanding under our Credit Facility, at a weighted average interest rate of approximately 3.68 %, and $ 19.5 million outstanding under letters of credit, at a weighted average interest rate of 1.90 %.

As of June 30, 2022, the maximum additional amount we could draw under the Credit Facility was $ 18.4 million.

We were in compliance with all covenants under the Credit Facility as of June 30, 2022.

The amount outstanding under the Credit Facility approximates fair value as of June 30, 2022.

Commitments and Contingencies

1 unchanged sentence

We are obligated as lessee under four ground leases.

Future minimum rental payments due under the terms of these leases for the nine months ending December 31, 2022 and each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands):

Future minimum rental payments due under the terms of these leases for the six months ending December 31, 2022 and each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands):

Year Future Lease Payments Due Under Operating Leases

Nine Months Ending December 31, 2022 $ 368

Six Months Ending December 31, 2022 $ 245

Thereafter 6,301

2 unchanged sentences

Present value of lease payments $ 5,411

Rental expense incurred for properties with ground lease obligations during the three months ended March 31, 2022 and 2021 was $ 0.1 million and $ 0.1 million, respectively.

Rental expense incurred for properties with ground lease obligations during the three and six months ended June 30, 2022 and 2021 was $ 0.1 million and $ 0.2 million, respectively and during the three and six months ended June 30, 2021 was $ 0.1 million and $ 0.2 million, respectively.

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

1 unchanged sentence

Letters of Credit

As of March 31, 2022, there was $ 20.5 million outstanding under letters of credit.

As of June 30, 2022, there was $ 19.5 million outstanding under letters of credit.

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

1 unchanged sentence

Stockholders’ Equity

The following table summarizes the changes in our equity for the three months ended March 31, 2022 and 2021 (in thousands):

For the three months ended March 31,

The following table summarizes the changes in our equity for the three and six months ended June 30, 2022 and 2021 (in thousands):

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

2022 2021 2022 2021

Senior Common Stock

24 unchanged sentences

Distributions declared to common, senior common, and preferred stockholders ( 17,663 ) ( 16,701 ) ( 35,019 ) ( 33,163 )

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

Redemption of Series F preferred stock, net — — ( 5 ) —

5 unchanged sentences

Redemption of OP Units — — — 4,812

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

Redemption of Series F preferred stock, net — — 50 —

13 unchanged sentences

Distributions

We paid the following distributions per share for the three months ended March 31, 2022 and 2021:

For the three months ended March 31,

We paid the following distributions per share for the three and six months ended June 30, 2022 and 2021:

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

2022 2021 2022 2021

Common Stock and Non-controlling OP Units $ 0.37620 $ 0.37545 $ 0.75240 $ 0.75090

8 unchanged sentences

Common Stock ATM Program

During the three months ended March 31, 2022, we sold 0.9 million shares of common stock, raising $ 20.3 million in net proceeds under our At-the-Market Equity Offering Sales Agreements with sales agents Robert W.

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

LLC (“Goldman Sachs”), Stifel, Nicolaus & Company, Incorporated (“Stifel”), BTIG, LLC, and Fifth Third Securities, Inc.

(“Fifth Third”).

On February 22, 2022, we entered into Amendment No.1 to our existing At-the-Market Equity Offering Sales Agreement (the “Common Stock Sales Agreement”), with Baird, Goldman Sachs, Stifel, BTIG, and Fifth Third (the “Common Stock Sales Agents”), dated December 3, 2019.

During the six months ended June 30, 2022, we sold 1.5 million shares of common stock, raising $ 31.7 million in net proceeds under our At-the-Market Equity Offering Sales Agreements with sales agents Robert W.

Incorporated, Goldman Sachs & Co.

LLC, Stifel, Nicolaus & Company, Incorporated, BTIG, LLC, and Fifth Third Securities, Inc.

On February 22, 2022, we entered into Amendment No.

1 to our existing At-the-Market Equity Offering Sales Agreement (the “Common Stock Sales Agreement”), dated December 3, 2019.

The amendment permits shares of common stock to be issued pursuant to the Common Stock Sales Agreement under the Company’s Registration Statement on Form S-3 (File No.

333-236143) and future registration statements on Form S-3 (the “Common Stock ATM Program”).

As of March 31, 2022, we had remaining capacity to sell up to $ 47.0 million of common stock pursuant to the Common Stock ATM Program under the 2020 Universal Shelf (as defined below).

As of June 30, 2022, we had remaining capacity to sell up to $ 35.5 million of common stock pursuant to the Common Stock ATM Program under the 2020 Universal Shelf (as defined below).

Mezzanine Equity

Our 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 both are redeemable at the option of the shareholder upon a change of control of greater than 50 %.

Our 6.625 % Series E Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”), and our 6.00 % Series G Cumulative Redeemable Preferred Stock (“Series G Preferred Stock”) are classified as mezzanine equity in our condensed consolidated balance sheets because both are redeemable at the option of the shareholder upon a change of control of greater than 50 %.

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.

5 unchanged sentences

On January 29, 2020, 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 allowed us to issue up to $ 500.0 million of securities and expired on February 13, 2022.

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 was in addition to the 2019 Universal Shelf.

The 2020 Universal Shelf allows us to issue up to an additional $ 800.0 million of securities.

The 2020 Universal Shelf was declared effective on February 11, 2020.

The 2020 Universal Shelf allows us to issue up to $ 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, and $ 63.0 million is reserved for our Common Stock ATM Program.

As of March 31, 2022, we had the ability to issue up to $ 671.8 million of securities under the 2020 Universal Shelf.

As of June 30, 2022, we had the ability to issue up to $ 658.7 million of securities under the 2020 Universal Shelf.

Series F Preferred Stock

1 unchanged sentence

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 62,883 shares of our Series F Preferred Stock, raising $ 1.4 million in net proceeds during the three months ended March 31, 2022.

As of March 31, 2022, we had remaining capacity to sell up to $ 624.3 million of Series F Preferred Stock.

We sold 126,028 shares of our Series F Preferred Stock, raising $ 2.9 million in net proceeds during the six months ended June 30, 2022.

As of June 30, 2022, we had remaining capacity to sell up to $ 622.6 million of Series F Preferred Stock.

Non-controlling Interest in Operating Partnership

As of March 31, 2022 and December 31, 2021, we owned approximately 99.3 % and 99.3 %, re spectively, of the outstanding OP Units.

During the three months ended March 31, 2021 , we redeemed 246,039 OP Units for an equivalent amount of common stock.

As of June 30, 2022 and December 31, 2021, we owned approximately 99.3 % and 99.3 %, re spectively, of the outstanding OP Units.

During the six months ended June 30, 2021 , we redeemed 246,039 OP Units for an equivalent amount of common stock.

The Operating Partnership is required to make distributions on each OP Unit in the same amount as those paid on each share of our common stock, with the distributions on the OP Units held by us being utilized to make distributions to our common stockholders.

As of March 31, 2022 and December 31, 2021, there were 256,994 and 256,994 outstanding OP Units held by Non-controlling OP Unitholders, respectively.

As of June 30, 2022 and December 31, 2021, there were 256,994 and 256,994 outstanding OP Units held by Non-controlling OP Unitholders, respectively.

Subsequent Events

Distributions

On April 12, 2022, our Board of Directors declared the following monthly distributions for the months of April , May and June of 2022:

On July 12, 2022, our Board of Directors declared the following monthly distributions for the months of July, August and September of 2022:

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

April 22, 2022 April 29, 2022 $ 0.12540 $ 0.138021 $ 0.125

May 20, 2022 May 31, 2022 0.12540 0.138021 0.125

June 22, 2022 June 30, 2022 0.12540 0.138021 0.125

July 22, 2022 July 29, 2022 $ 0.12540 $ 0.138021 $ 0.125

August 23, 2022 August 31, 2022 0.12540 0.138021 0.125

September 22, 2022 September 30, 2022 0.12540 0.138021 0.125

$ 0.37620 $ 0.414063 $ 0.375

2 unchanged sentences

Payment Date Distribution per Share

April May 6, 2022 $ 0.0875

May June 6, 2022 0.0875

June July 6, 2022 0.0875

July August 5, 2022 $ 0.0875

August September 6, 2022 0.0875

September October 5, 2022 0.0875

Series F Preferred Stock Distributions

Record Date Payment Date Distribution per Share

April 28, 2022 May 6, 2022 $ 0.125

May 27, 2022 June 6, 2022 0.125

June 29, 2022 July 6, 2022 0.125

July 27, 2022 August 5, 2022 $ 0.125

August 25, 2022 September 6, 2022 0.125

September 27, 2022 October 5, 2022 0.125

Equity Activity

Subsequent to March 31, 2022 and through May 4, 2022, we raised $ 2.0 million in net proceeds from the sale of 91,227 shares of common stock under our Common Stock ATM Program and $ 0.4 million in net proceeds from the sale of 18,431 shares of Series F Preferred Stock.

Acquisition Activity

On May 4, 2022, we purchased a 260,719 square foot, two property portfolio in Cleveland, Ohio and Fort Payne, Alabama, for $ 19.3 million.

These properties are fully leased to one tenant on a triple net basis with a remaining lease term of 11.4 years.

Subsequent to June 30, 2022 and through August 1, 2022, we raised $ 7.4 million in net proceeds from the sale of 396,027 shares of common stock under our Common Stock ATM Program and $ 0.4 million in net proceeds from the sale of 16,808 shares of Series F Preferred Stock.

Sale Activity

On July 1, 2022, we sold our property in Jupiter, Florida for $ 19.0 million, resulting in a gain on sale, net of $ 8.0 million.

Financing Activity

On April 27, 2022, we refinanced $ 14.8 million of fixed rate debt coming due on May 1, 2022 with a new $ 15.0 million note, collateralized by two properties, at a variable interest rate of Secured Overnight Financing Rate plus 2.50 %, subject to a 3.25 % minimum, and a two year term.

On May 4, 2022, we issued $ 10.0 million of fixed rate debt in connection with the two property portfolio acquired on the same date, with a term of 5.0 years and interest rate of 4.0 %.

On July 5, 2022, we repaid $ 3.6 million in fixed rate mortgage debt, collateralized by one property, at an interest rate of 5.05 %.

On July 27, 2022, we extended the maturity date of $ 11.0 million in fixed rate mortgage debt, collateralized by one property, for 1.0 year at an interest rate of 5.50 %.

On August 1, 2022, we repaid $ 6.6 million in fixed rate mortgage debt, collateralized by one property, at an interest rate of 4.53 %.

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