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Item 8. Financial Statements and Supplementary Data

2023-02-22 compared with 2022-02-15 · 239 added, 161 removed, 1103 unchanged (27% of the section changed)

1 unchanged sentence

Index to Consolidated Financial Statements

Report of Management on Internal Controls over Financial Reporting

Report of Independent Registered Public Accounti n g Firm (PCAOB ID 238 )

Report of Management on Internal Control over Financial Reporting

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

Consolidated Balance Sheets as of December 31, 2022 and 2021

4 unchanged sentences

Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2022

Report of Management on Internal Controls over Financial Reporting

To the Stockholders and Board of Directors of Gladstone Commercial Corporation:

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

Report of Management on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and include those policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets, provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with appropriate authorizations;

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Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Report of Management on Internal Controls over Financial Reporting appearing under Item 8.

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.

20 unchanged sentences

Impairment Assessment of Real Estate – Undiscounted Future Cash Flows

As described in Notes 1, 4, and 5 to the consolidated financial statements, the Company’s consolidated total real estate, net balance was $958.6 million as of December 31, 2021.

During 2021, the Company did not recognize any impairment charges.

Management periodically reviews the carrying value of each property to determine if circumstances indicate impairment of the carrying value of the investment exists.

If circumstances indicate the possibility of impairment, management prepares a projection of the undiscounted future cash flows, without interest charges, of the specific property and determines if the carrying value of the investment in such property is recoverable.

As described in Notes 1, 4, and 5 to the consolidated financial statements, the Company’s consolidated total real estate, net balance was $1.0 billion as of December 31, 2022.

During 2022, the Company recognized an impairment charge of $12.1 million.

Management periodically reviews the carrying value of each property to determine if circumstances indicate impairment in the carrying value of the investment exists or that depreciation periods should be modified.

As disclosed by management, in preparing the projection of undiscounted future cash flows, management estimates cap rates and market rental rates using information obtained from market comparability studies and other comparable sources, and applies the undiscounted cash flows against their expected holding period.

If impairment were indicated, the carrying value of the property would be written down to its estimated fair value based on management’s best estimate of the property’s discounted future cash flows using market derived cap rates, discount rates and market rental rates applied against the expected hold period.

The principal considerations for our determination that performing procedures relating to the undiscounted future cash flows used in the impairment assessment of real estate is a critical audit matter are the significant judgment by management when determining the projection of undiscounted future cash flows, which led to a high degree of auditor judgment, subjectivity and effort in applying procedures and evaluating audit evidence relating to the cap rates, market rental rates and expected holding period assumptions.

29 unchanged sentences

Borrowings under Revolver 23,250 33,550

Borrowings under Term Loan A and Term Loan B, net 224,032 159,203

Borrowings under Term Loan A, Term Loan B and Term Loan C, net 366,567 224,032

Deferred rent liability, net 39,997 26,770

19 unchanged sentences

$ 25 per share liquidation preference;

26,000,000 shares authorized;

25,992,787 and 26,000,000 shares authorized;

and 670,895 and 422,920 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively (3)

29 unchanged sentences

Total operating expenses $ 117,758 $ 102,800 $ 99,855

Other (expense) income

Other income (expense)

Interest expense $ ( 32,457 ) $ ( 26,887 ) $ ( 26,803 )

(Loss) gain on sale of real estate, net ( 1,148 ) 8,096 2,952

Gain (loss) on sale of real estate, net 10,052 ( 1,148 ) 8,096

Other income 454 2,880 395

Total other expense, net $ ( 25,155 ) $ ( 18,312 ) $ ( 24,615 )

Total other income (expense), net $ ( 21,951 ) $ ( 25,155 ) $ ( 18,312 )

Net income $ 9,272 $ 9,733 $ 14,985

2 unchanged sentences

Distributions attributable to Series D, E, F, and G preferred stock ( 11,903 ) ( 11,488 ) ( 10,973 )

Series A, B, and D preferred stock offering costs write off ( 2,141 ) — ( 2,674 )

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

Distributions attributable to senior common stock ( 458 ) ( 698 ) ( 816 )

Loss on extinguishment of Series F preferred stock ( 10 ) — —

Gain on repurchase of Series G preferred stock 37 — —

Net (loss) income (attributable) available to common stockholders $ ( 3,039 ) $ ( 4,554 ) $ 3,149

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

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

(Loss) income (attributable) available to common shareholders $ ( 0.08 ) $ ( 0.12 ) $ 0.09

5 unchanged sentences

Comprehensive income

Change in unrealized gain (loss) related to interest rate hedging instruments, net $ 2,854 $ ( 2,219 ) $ ( 1,978 )

Other Comprehensive gain (loss) 2,854 ( 2,219 ) ( 1,978 )

Change in unrealized gain related to interest rate hedging instruments, net $ 12,115 $ 2,854 $ ( 2,219 )

Other Comprehensive gain 12,115 2,854 ( 2,219 )

Net income $ 9,272 $ 9,733 $ 14,985

11 unchanged sentences

Conversion of senior common stock to common stock — — 46,348 ( 56,063 ) — — — — — — — — — —

Redemption of Series A and B preferred stock, net ( 2,264,000 ) — — — ( 2 ) — — — ( 53,924 ) — ( 2,674 ) ( 56,600 ) — ( 56,600 )

Distributions declared to common, senior common and preferred stockholders — — — — — — — — — — ( 63,001 ) ( 63,001 ) ( 756 ) ( 63,757 )

Comprehensive income — — — — — — — — — ( 2,219 ) — ( 2,219 ) — ( 2,219 )

Redemptions of OP Units — — 263,300 — — — — — 6,143 — — 6,143 ( 6,143 ) —

Issuance of Non-controlling OP Units as consideration in real estate acquisitions, net — — — — — — — — — — — — 503 503

Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership — — — — — — — — ( 157 ) — — ( 157 ) 157 —

5 unchanged sentences

Comprehensive income — — — — — — — — — 2,854 — 2,854 — 2,854

Issuance of Non-controlling OP Units as consideration in real estate acquisitions, net — — — — — — — — — — — — 503 503

Reclassification into interest expense — — — — — — — — — 145 — 145 — 145

Redemptions of OP Units — — 246,039 — — — — — 4,812 — — 4,812 ( 4,812 ) —

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

Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership — — — — — — — — ( 3,736 ) — — ( 3,736 ) 3,736 —

6 unchanged sentences

Reclassification into interest expense — — — — — — — — — 871 — 871 — 871

Redemptions of OP Units — — 246,039 — — — — — 4,812 — — 4,812 ( 4,812 ) —

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

Issuance of Non-controlling OP Units as consideration in real estate acquisitions, net — — — — — — — — — — — — 2,394 2,394

Redemption of Series F preferred stock, net — — — — — — — — 174 — ( 10 ) 164 — 164

Repurchase of Series G preferred stock, net — — — — — — — — — — 37 37 — 37

Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership — — — — — — — — 1,386 — — 1,386 ( 1,386 ) —

12 unchanged sentences

Impairment charge 12,092 — 3,621

Loss (gain) on sale of real estate, net 1,148 ( 8,096 ) ( 2,952 )

(Gain) loss on sale of real estate, net ( 10,052 ) 1,148 ( 8,096 )

Amortization of deferred financing costs 3,482 1,583 1,531

5 unchanged sentences

Operating changes in assets and liabilities

Decrease (increase) in other assets 602 2,875 ( 2,170 )

(Increase) decrease in other assets ( 619 ) 602 2,875

Increase in deferred rent receivable ( 1,330 ) ( 2,900 ) ( 1,899 )

Increase (decrease) in accounts payable and accrued expenses 1,600 2,834 ( 1,680 )

Increase in amount due to Adviser and Administrator 471 56 381

Increase in other liabilities 1,418 1,808 2,075

(Decrease) increase in amount due to Adviser and Administrator ( 75 ) 471 56

(Decrease) increase in other liabilities ( 942 ) 1,418 1,808

Tenant inducement payments — ( 20 ) —

14 unchanged sentences

Offering costs paid ( 1,073 ) ( 4,579 ) ( 988 )

Redemption of Series A, B, and D perpetual preferred stock ( 87,739 ) — ( 56,600 )

Redemption of Series F preferred stock ( 184 ) — —

Repurchase of Series G preferred stock ( 176 ) — —

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

Borrowings under mortgage notes payable 62,913 21,500 52,578

2 unchanged sentences

Borrowings on term loan 150,000 65,000 37,700

Repayments on term loan ( 5,000 ) — —

Borrowings from revolving credit facility 111,750 69,900 142,700

3 unchanged sentences

Net cash provided by financing activities $ 16,150 $ 21,753 $ 39,352

Net (decrease) increase in cash, cash equivalents, and restricted cash $ ( 2,898 ) $ 4,588 $ 2,406

Net increase (decrease) in cash, cash equivalents, and restricted cash $ 2,814 $ ( 2,898 ) $ 4,588

Cash, cash equivalents, and restricted cash at beginning of period $ 13,178 $ 16,076 $ 11,488

5 unchanged sentences

Capital improvements and leasing commissions included in accounts payable and accrued expenses $ 1,632 $ 512 $ 1,070

Unrealized gain (loss) related to interest rate hedging instruments, net $ 2,854 $ ( 2,219 ) $ ( 1,978 )

Unrealized gain related to interest rate hedging instruments, net $ 12,115 $ 2,854 $ ( 2,219 )

Increase in asset retirement obligation assumed in acquisition $ 979 $ 600 $ —

Non-controlling OP Units issued in connection with acquisition $ 2,394 $ — $ 503

Series A, B, and D Preferred Stock offering cost write off $ 2,141 $ — $ 2,674

Right-of-use asset from operating leases $ — $ — $ 5,998

Operating lease liabilities $ — $ — $ ( 5,998 )

Property manager other assets $ — $ — $ 1,676

Property manager accrued expenses and other liabilities $ — $ — $ ( 1,676 )

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

Dividends paid on Series F Preferred Stock via additional share issuances $ 389 $ — $ —

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

102 unchanged sentences

In the event that the collectability of deferred rent with respect to any given tenant is in doubt, we record an allowance for uncollectible accounts or record a direct write-off of the specific rent receivable.

We incurred $ 0.4 million and $ 0.2 million in deferred rent write offs during each of the years ended December 31, 2021 and 2020, respectively.

No such reserves or direct write offs were recorded during the year ended 2019.

We incurred $ 0.4 million, $ 0.4 million, and $ 0.2 million in deferred rent write offs during each of the years ended December 31, 2022, 2021, and 2020, respectively.

Tenant recovery revenue includes payments from tenants as reimbursements for franchise taxes, management fees, insurance, maintenance and repairs, utilities, and ground lease payments.

1 unchanged sentence

We do not record any tenant recovery revenues or operating expenses associated with costs paid directly by our tenants for our net leased properties.

On January 1, 2020, we completed the integration of the accounting records of certain of our triple net leased third-party asset managed properties into our accounting system and paid out property operating expenses of our operating bank accounts.

On January 1, 2020, we completed the integration of the accounting records of certain of our triple net leased third-party asset managed properties into our accounting system and paid property operating expenses out of our operating bank accounts.

For periods prior to January 1, 2020, we recorded property operating expenses and offsetting lease revenues for these certain triple net leased properties on a net basis.

38 unchanged sentences

We are externally managed pursuant to contractual arrangements with our Adviser and our Administrator, which collectively employ all of our personnel and pay their salaries, benefits, and general expenses directly.

Both our Adviser and Administrator are affiliates of ours, as their parent company is owned and controlled by Mr.

Both our Adviser and Administrator

are affiliates of ours, as their parent company is owned and controlled by Mr.

Gladstone, our chairman and chief executive officer.

2 unchanged sentences

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

Our co-presidents, Messrs.

Cutlip and Cooper, are executive managing directors of our Adviser.

Our president, Mr.

Cooper, is also an executive managing director of our Adviser.

Michael LiCalsi, our general counsel and secretary, also serves as our Administrator’s president, general counsel and secretary.

15 unchanged sentences

The revised Base Management Fee calculation began with the fee calculations for the quarter ended September 30, 2020.

On January 10, 2023, the Company amended and restated the Sixth Amended Advisory Agreement by entering into the Seventh Amended and Restated Investment Advisory Agreement between the Company and the Adviser (the “Seventh Amended Advisory Agreement”).

The Company’s entrance into the Amended Agreement was approved unanimously by our board of directors, including specifically, our independent directors.

The Seventh Amended Advisory Agreement waived the payment of the incentive fee, as applicable, for the quarters ending March 31, 2023 and June 30, 2023.

The calculation of the other fees remains unchanged.

For the years ended December 31, 2022, 2021, and 2020, we recorded a base management fee of $ 6.3 million, $ 5.9 million, and $ 5.6 million, respectively.

8 unchanged sentences

Our Adviser did no t waive any portion of the incentive fee for the years ended December 31, 2022 and 2020.

The Seventh Amended Advisory Agreement waived the payment of the incentive fee, as applicable, for the quarters ending March 31, 2023 and June 30, 2023.

Waivers are non-contractual, unconditional, and irrevocable and cannot be recouped by the Adviser in the future.

29 unchanged sentences

Dealer Manager Agreement

On February 20, 2020 we entered into a dealer manager agreement (the “Dealer Manager Agreement”), whereby Gladstone Securities will act as the exclusive dealer manager in connection with our offering (the “Offering”) of up to (i) 20,000,000 shares of our 6.00 % Series F Cumulative Redeemable Preferred Stock of the Company, par value $ 0.001 per share (the “Series F Preferred Stock”) on a “reasonable best efforts” basis (the “Primary Offering”), and (ii) 6,000,000 shares of Series F Preferred Stock pursuant to our distribution reinvestment plan (the “DRIP”) to those holders of the Series F Preferred Stock who participate in such DRIP.

On February 20, 2020 we entered into a dealer manager agreement, as amended by that certain First Amendment on February 9, 2023 (the “Dealer Manager Agreement”), whereby Gladstone Securities will act as the exclusive dealer manager in connection with our offering (the “Offering”) of up to (i) 20,000,000 shares of our 6.00 % Series F Cumulative Redeemable Preferred Stock of the Company, par value $ 0.001 per share (the “Series F Preferred Stock”), on a “reasonable best efforts” basis (the “Primary Offering”), and (ii) 6,000,000 shares of Series F Preferred Stock pursuant to our distribution reinvestment plan (the “DRIP”) to those holders of the Series F Preferred Stock who participate in such DRIP.

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”).

333-268549), as the same may be amended and/or supplemented (the “2022 Registration Statement”), under the Securities Act of 1933, as amended, and will be offered and sold pursuant to a prospectus supplement, dated February 9, 2023, and a base prospectus dated November 23, 2022 relating to the 2022 Registration Statement (the “Prospectus”).

During the years ended December 31, 2020, 2021 and 2022, the Series F Preferred Stock was registered with the SEC pursuant to a registration statement on Form S-3 (File No.

333-236143), and offered and sold pursuant to a prospectus supplement, dated February 20, 2020, and a base prospectus dated February 11, 2020.

Under the Dealer Manager Agreement, Gladstone Securities, as dealer manager, will provide certain sales, promotional and marketing services to the Company in connection with the Offering, and the Company will pay Gladstone Securities (i) selling commissions of 6.0 % of the gross proceeds from sales of Series F Preferred Stock in the Primary Offering (the “Selling Commissions”), and (ii) a dealer manager fee of 3.0 % of the gross proceeds from sales of Series F Preferred Stock in the Primary Offering (the “Dealer Manager Fee”).

1 unchanged sentence

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 $ 0.7 million to Gladstone Securities during the year ended December 31, 2021 in connection with the Offering.

We paid fees of $ 0.5 million, $ 0.7 million, and $ 0.2 million to Gladstone Securities during the years ended December 31, 2022, 2021 and 2020, respectively, in connection with the Offering.

(Loss) Earnings per Share of Common Stock

29 unchanged sentences

Real estate depreciation expense on building and tenant improvements was $ 42.6 million, $ 39.6 million, and $ 36.0 million for the years ended December 31, 2022, 2021, and 2020, respectively.

During the year ended December 31, 2021 and 2020 we acquired 11 and nine properties, respectively, which are summarized below (dollars in thousands):

During the year ended December 31, 2022 and 2021 we acquired 13 and 11 properties, respectively, which are summarized below (dollars in thousands):

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

1 unchanged sentence

December 31, 2021 (2) 949,174 13.4 years $ 100,453 $ 798

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

The property is fully leased to one tenant and had 12.7 years of remaining lease term at the time we acquired the property.

On March 11, 2022, we acquired a 56,000 square foot property in Oklahoma City, Oklahoma for $ 6.0 million.

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 260,719 square foot, two -property portfolio in Cleveland, Ohio and Fort Payne, Alabama for $ 19.5 million.

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

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

$ 18.9 million.

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

On August 5, 2022, we acquired a 246,000 square foot, two -property portfolio in Bridgeton, New Jersey and Vineland, New Jersey for $ 32.7 million.

These properties are fully leased to one tenant and had 15.1 years of remaining lease term at the time we acquired the portfolio.

On September 16, 2022, we acquired a 67,328 square foot property in Jacksonville, Florida for $ 8.1 million.

This property is fully leased to one tenant and had 20.0 years of remaining lease term at the time we acquired the property.

On September 20, 2022, we acquired a 49,375 square foot property in Fort Payne, Alabama for $ 5.6 million.

This property is fully leased to one tenant and had 14.8 years of remaining lease term at the time we acquired the property.

On October 26, 2022, we acquired a 68,674 square foot property in Denver, Colorado for $ 12.1 million.

This property is fully leased to one tenant and had 20.0 years of remaining lease term at the time we acquired the property.

On December 21, 2022, we acquired a 65,000 square foot property in Greenville, South Carolina for $ 5.0 million.

The property is fully leased to one tenant and had 12.0 years of remaining lease term at the time we acquired the property.

(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.

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 remaining lease term at the time we acquired the property.

On June 17, 2021, we acquired a 25,200 square foot property portfolio 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 portfolio.

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 and had 17.4 years remaining lease term at the time we acquired the portfolio.

These properties are fully leased to one tenant and had 17.4 years of remaining lease term at the 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 and had 15.0 years remaining lease term at the time we acquired the portfolio.

These properties are fully leased to one tenant and had 15.0 years of remaining lease term at the time we acquired the portfolio.

On November 3, 2021, we acquired a 161,458 square foot property in Charlotte, North Carolina, for $ 12.9 million.

This property is fully leased to one tenant and had 7.9 years remaining lease term at the time we acquired the property.

The property is fully leased to one tenant and had 7.9 years of remaining lease term at the time we acquired the property.

On December 21, 2021, we acquired a 120,000 square foot property in Atlanta, Georgia for $ 12.1 million.

This property is fully leased to one tenant and had 15.0 years of remaining lease term at the time we acquired the property.

The property is fully leased to one tenant and had 15.0 years of remaining lease term at the time we acquired the property.

On December 21, 2021, we acquired a 300,000 square foot property in Crossville, Tennessee, for $ 29.2 million.

This property is fully leased to one tenant and had 11.0 years remaining lease term at the time we acquired the property.

(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 and had a weighted average lease term of 7.2 years at the 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 had a weighted average lease term of 20.0 years at the time we acquired the portfolio.

On March 9, 2020, we acquired a 504,400 square foot property in Crandall, Georgia for $ 32.0 million.

The property is fully leased to one tenant and had 10.5 years remaining lease term at the 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 and had 9.7 years remaining lease term at the time we acquired the property.

On October 14, 2020, we acquired a 240,714 square foot property in Montgomery, Alabama, for $ 14.3 million.

The property is fully leased to one tenant and had 7.2 years remaining lease term at the time we acquired the property.

On December 18, 2020, we acquired a 277,883 square foot property in Huntsville, Alabama, for $ 20.0 million.

The property is fully leased to one tenant and had 9.2 years remaining lease term at the time we acquired the property.

On December 21, 2020, we acquired a 155,267 square foot property in Pittsburgh, Pennsylvania, for $ 13.0 million.

The property is fully leased to one tenant and had 10.0 years remaining lease term at the time we acquired the property.

The property is fully leased to one tenant and had 11.0 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 year ended December 31, 2022 and 2021, respectively, as follows (dollars in thousands):

11 unchanged sentences

Total Purchase Price $ 115,364 $ 100,453

(1) This amount includes $ 2,711 of land value subject to a land lease agreement, which we may purchase for a nominal fee.

(1) This amount includes $ 181 and $ 336 of loans receivable included in Other assets on the consolidated balance sheets, respectively.

40 unchanged sentences

All intangible assets & liabilities 16.2 15.3

The estimated aggregate amortization expense to be recorded for in-place leases, leasing costs and customer relationships for each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands):

Year Estimated Amortization Expense

14 unchanged sentences

We expect to continue to execute our capital recycling plan and sell non-core properties as reasonable disposition opportunities become available.

During the year ended December 31, 2021, we sold three non-core properties, located in Rancho Cordova, California, Champaign, Illinois, and Richmond, Virginia, 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

During the year ended December 31, 2022, we sold five non-core properties, located in Jupiter, Florida, Parsippany, New Jersey, Boston Heights, Ohio, Columbus, Ohio, and Allen, Texas which are summarized in the table below (dollars in thousands):

Aggregate Square Footage Sold Aggregate Sales Price Aggregate Sales Costs Aggregate Impairment Charge for the Twelve Months Ended December 31, 2022 Aggregate Gain on Sale of Real Estate, net

291,604 $ 41,270 $ 1,771 $ 1,374 $ 10,052

6 unchanged sentences

Operating expense 3,740 (1) 4,412 4,015

Other expense, net ( 1,865 ) (1) ( 239 ) ( 223 )

(Loss) income from real estate and related assets sold $ ( 1,569 ) $ ( 1,527 ) $ 548

(1) Includes a $ 1.1 million loss on sale of real estate, net, from three property sales.

Other income (expense), net 9,766 (2) ( 244 ) ( 740 )

Income from real estate and related assets sold $ 11,758 $ 555 $ 1,739

(1) Includes a $ 1.4 million impairment charge.

(2) Includes a $ 10.1 million gain on sale of real estate, net, from five property sales.

Real Estate Held for Sale

At December 31, 2022, we had one property classified as held for sale, located in Columbia, South Carolina.

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

At December 31, 2021, we had no properties classified as held for sale.

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

Two of these properties were sold during the year ended December 31, 2021.

Our Boston Heights, Ohio property is classified as held and used as of December 31, 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 consolidated balance sheet (dollars in thousands):

The table below summarizes the components of the assets held for sale at December 31, 2022 reflected on the accompanying consolidated balance sheet (dollars in thousands):

December 31, 2022

1 unchanged sentence

Total real estate held for sale $ 3,013

Lease intangibles, net 384

Total Assets Held for Sale $ 3,013

Impairment Charges

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

During the year ended December 31, 2020, we identified three held and used assets, located in Blaine, Minnesota, Champaign, Illinois, and Rancho Cordova, California, which were impaired by an aggregate of $ 3.6 million when we determined the carrying value of these assets was unrecoverable based on an undiscounted cash flow analysis.

As a result, we recorded an impairment charge to reflect the fair market value of these assets.

The Rancho Cordova property was further impaired when we classified the property as held for sale as of December 31, 2020 to record the carrying value equal to the fair value less costs of sale and recorded an impairment charge to our Rancho Cordova, California asset of $ 0.7 million, which is reflected in the aggregate impairment charge of $ 3.6 million, as the fair market value minus selling costs was less than the carrying value.

We evaluated our portfolio for triggering events to determine if any of our held and used assets were impaired during the year ended December 31, 2022 and identified one held and used asset, located in Columbia, South Carolina, which was impaired by $ 10.7 million during the three months ended September 30, 2022.

In performing our impairment testing, the undiscounted cash flow for this asset was below the carrying value.

As the undiscounted cash flows for this asset was below the carrying value, we evaluated the fair value of the asset using a third-party expert to determine the fair value for this asset, which resulted in us recognizing an impairment charge.

We evaluated our held for sale assets to determine if any of these assets were impaired during the year ended December 31, 2022 and identified one held for sale asset, located in Parsippany, New Jersey, which was impaired by $ 1.4 million during the three months ended June 30, 2022.

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.

The property was sold during the year ended December 31, 2022.

We did not recognize an impairment charge during the year ended December 31, 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.

5 unchanged sentences

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 term loan facility (“Term Loan B”), are collectively referred to herein as the Credit Facility.

Our $ 125.0 million unsecured revolving credit facility (“Revolver”), $ 160.0 million term loan facility (“Term Loan A”), $ 60.0 million term loan facility (“Term Loan B”), and $ 150.0 million term loan facility (“Term Loan C”) are collectively referred to herein as the Credit Facility.

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

3 unchanged sentences

Fixed rate mortgage loans 50 $ 362,037 $ 436,530 (1) (2)

Variable rate mortgage loans 6 16,338 24,809 (3) (2)

Variable rate mortgage loans — — 16,338 N/A (2)

Premiums and discounts, net — ( 83 ) ( 130 ) N/A N/A

1 unchanged sentence

Total mortgage notes payable, net 50 $ 359,389 $ 449,944 (3)

Variable rate revolving credit facility 60 (6) $ 33,550 $ 53,900 LIBOR + 1.90 %

Variable rate revolving credit facility 83 (6) $ 23,250 $ 33,550 SOFR + 1.50 %

(4) 8/18/2026

Total revolver 83 $ 23,250 $ 33,550

Variable rate term loan facility A - 160,000 160,000 LIBOR + 1.85 %

Variable rate term loan facility B - 65,000 — LIBOR + 2.00 %

February 11, 2026

Variable rate term loan facility A — 160,000 160,000 SOFR + 1.45 %

(4) 8/18/2027

Variable rate term loan facility B — 60,000 65,000 SOFR + 1.45 %

(4) 2/11/2026

Variable rate term loan facility C — 150,000 — SOFR + 1.45 %

(4) 2/18/2028

Deferred financing costs, term loan facility — ( 3,433 ) ( 968 ) N/A N/A

3 unchanged sentences

(2) We have 44 mortgage notes payable with maturity dates ranging from April 6, 2023 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 %.

At December 31, 2021, one month LIBOR was approximately 0.10 %.

(3) The weighted average interest rate on the mortgage notes outstanding at December 31, 2022, was approximately 4.24 %.

(4) As of December 31, 2022, SOFR was approximately 4.30 %.

(5) The weighted average interest rate on all debt outstanding at December 31, 2022, was approximately 5.03 %.

5 unchanged sentences

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 December 31, 2021, we did not have any recourse mortgage.

As of December 31, 2022, we did not have any recourse mortgages.

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 year ended December 31, 2021, we repaid three mortgages collateralized by three properties, which are summarized below (dollars in thousands):

During the year ended December 31, 2022, we repaid 14 mortgages collateralized by 28 properties, which are summarized below (dollars in thousands):

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

$ 104,906 4.64 %

Variable Rate Debt Repaid Interest Rate on Variable Rate Debt Repaid

$ 7,500 LIBOR + 2.50 %

During the year ended December 31, 2021, we issued two mortgages, collateralized by two properties, which are summarized below (dollars in thousands):

Fixed Rate Debt Issued Interest Rate on Fixed Rate Debt

Aggregate Variable Rate Debt Repaid Weighted Average Interest Rate on Variable Rate Debt Repaid

$ 30,336 LIBOR/SOFR + 2.50 % (1)

(1) As of December 31, 2022, SOFR was approximately 4.30 % and LIBOR was approximately 4.39 %.

During the year ended December 31, 2022, we issued six mortgages, collateralized by 11 properties, which are summarized below (dollars in thousands):

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

$ 47,913 (1) 4.60 %

(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.

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

The interest rate is fixed at 4.00 %.

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

The interest rate is fixed at 3.40 %.

We issued $ 16.9 million of fixed rate debt with a maturity date of August 1, 2027, in connection with the two -property acquisition on August 5, 2022.

The interest rate is fixed at 4.95 %.

We issued $ 4.4 million of swapped to fixed rate debt with a maturity date of September 16, 2029, in connection with the property acquisition on September 16, 2022.

The interest rate is swapped to a fixed rate of 5.39 %.

We issued $ 6.6 million of swapped to fixed rate debt with a maturity date of September 16, 2029, in connection with the property acquisition on October 26, 2022.

The interest rate is swapped to a fixed rate of 5.90 %.

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 %.

This mortgage was repaid on August 18, 2022.

During the year ended December 31, 2022, we extended the maturity date of three mortgages, collateralized by five properties, which is summarized in the table below (dollars in thousands):

Aggregate Fixed Rate Debt Extended Weighted Average Interest Rate on Fixed Rate Debt Extended Extension Term

$ 14,633 5.41 % 1.0 year

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

$ 7,059 (1) LIBOR + 2.75 % 1.0 year

(1) We repaid this mortgage on August 18, 2022.

Scheduled principal payments of mortgage notes payable for each of the five succeeding fiscal years and thereafter are as follows (dollars in thousands):

3 unchanged sentences

$ 362,037 (1)

(1) This figure is does not include $( 0.1 ) million premiums and (discounts), net, and $ 2.8 million of deferred financing costs, which are reflected in mortgage notes payable on the consolidated balance sheets.

(1) This figure does not include $( 0.1 ) million premiums and (discounts), net, and $ 2.6 million of deferred financing costs, which are reflected in mortgage notes payable on the consolidated balance sheets.

We believe we will be able to address all mortgage notes payable maturing over the next 12 months through a combination of refinancing our existing indebtedness, cash from operations, proceeds from one or more equity offerings and availability on our Credit Facility.

18 unchanged sentences

(1) We have entered into various interest rate cap agreements on new variable rate debt with LIBOR caps ranging from 1.50 % to 2.50 %.

We have assumed or entered into interest rate swap agreements in connection with certain of our acquisitions, whereby we will pay our counterparty a fixed interest rate on a monthly basis, and receive payments from our counterparty equivalent to the

stipulated floating rate.

We have entered into interest rate swap agreements in connection with certain of our acquisitions, whereby we will pay our counterparty a fixed interest rate on a monthly basis, and receive payments from our counterparty equivalent to the stipulated floating rate.

The fair value of our interest rate swap agreements are recorded in other liabilities on our accompanying consolidated balance sheets.

6 unchanged sentences

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

Amount of gain (loss) recognized in Comprehensive Income

Amount of gain (loss), net, recognized in Comprehensive Income

2022 2021 2020

19 unchanged sentences

The fair value was calculated using Level 3 inputs of the hierarchy established by ASC 820, “Fair Value Measurements and Disclosures.”

Reference Rate Reform

Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”) contains practical expedients for reference rate reform-related activities that impact debt, leases, derivatives, and other contracts.

The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur.

As of December 31, 2022, we elected to apply the hedge accounting expedients related to probability and the assessment of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.

We also elected the option to not reassess a previous accounting determination, and the option to not de-designate a hedging relationship due to a change in a critical term.

Application of these expedients preserves the presentation of derivatives consistent with past presentation.

The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in our hedging activities occur.

Credit Facility

19 unchanged sentences

As of December 31, 2022, there was $ 60.0 million outstanding under Term Loan B.

On August 18, 2022, we amended, extended and upsized our Credit Facility, increasing our Revolver from $ 100.0 million to $ 120.0 million (and its term to August 2026), adding the new $ 140.0 million Term Loan C, decreasing the principal balance of Term Loan B to $ 60.0 million and extending the maturity date of Term Loan A to August 2027.

Term Loan C has a maturity date of February 18, 2028 and a SOFR spread ranging from 125 to 195 basis points, depending on our leverage.

On September 27, 2022 we further increased the Revolver to $ 125.0 million and Term Loan C to $ 150.0 million, as permitted under the terms of the Credit Facility.

We entered into multiple interest rate swap agreements on Term Loan C, which swap the interest rate to fixed rates ranging from 3.15 % to 3.75 %.

We also entered into an interest rate swap agreement on Term Loan A to replace the expiring rate caps, which swaps the interest rate to a fixed rate of 3.70 %.

We incurred fees of approximately $ 4.2 million in connection with extending and upsizing our Credit Facility.

As of December 31, 2022, there was $ 150.0 million outstanding under Term Loan C, and we used all net proceeds to repay all outstanding borrowings on the Revolver, pay off mortgage debt, and fund acquisitions.

The Credit Facility’s current bank syndicate is comprised of KeyBank, Fifth Third Bank, The Huntington National Bank, Bank of America, Synovus Bank, United Bank, First Financial Bank, and S&T Bank.

As of December 31, 2022, there was $ 393.3 million outstanding under our Credit Facility, at a weighted average interest rate of approximately 5.75 % and $ 15.6 million outstanding under letters of credit, at a weighted average interest rate of 1.50 %.

11 unchanged sentences

Present value of lease payments $ 5,308

Rental expense incurred for properties with ground lease obligations was $ 0.5 million each for the years ended December 31, 2021, 2020 and 2019.

Rental expense incurred for properties with ground lease obligations was $ 0.4 million, $ 0.5 million, and $ 0.5 million for the years ended December 31, 2022, 2021 and 2020, respectively.

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

10 unchanged sentences

Senior Common Stock 1.05 1.05 1.05

Series A Preferred Stock — (1) — (1) 1.6038191

Series B Preferred Stock — (1) — (1) 1.5521

Series D Preferred Stock — 0.8749998 (1) 1.7500

2 unchanged sentences

Series G Preferred Stock 1.50 0.75 (3) —

(1) We fully redeemed our Series A and B Preferred Stock on October 28, 2019.

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

(3) We issued our Series E Preferred Stock on October 4, 2019.

(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.

11 unchanged sentences

For the year ended December 31, 2022 100.00000 % — % — %

Series A Preferred Stock

For the year ended December 31, 2019 100.00000 % — % — %

For the year ended December 31, 2020 — % — % — %

For the year ended December 31, 2021 — % — % — %

Series B Preferred Stock

For the year ended December 31, 2019 100.00000 % — % — %

For the year ended December 31, 2020 — % — % — %

For the year ended December 31, 2021 — % — % — %

Series D Preferred Stock

19 unchanged sentences

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

(“Fifth Third”) (collectively the “Common Stock Sales Agents”), 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”).

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

During the year ended December 31, 2022, we sold 2.1 million shares of common stock, raising $ 43.2 million in net proceeds under the Common Stock ATM Program.

1 unchanged sentence

The proceeds from these issuances were used to acquire real estate, repay outstanding debt and for other general corporate purposes.

We terminated the Common Stock Sales Agreement effective February 10, 2023 in connection with the expiration of the 2020 Registration Statement on February 11, 2023.

We intend to have a new common stock ATM program in place during the first quarter ending 2023.

Mezzanine Equity

Our 7.00 % Series D Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”), 6.625 % Series E Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”) and 6.00 % Series G Cumulative Redeemable Preferred Stock (“Series G Preferred Stock”), are classified as mezzanine equity in our consolidated balance sheet because all three are redeemable at the option of the shareholder upon a change of control of greater than 50% in accordance with ASC 480-10-S99 “Distinguishing Liabilities from Equity,” which requires mezzanine equity classification for preferred stock issuances with redemption features which are outside of the control of the issuer.

A change in control of the Company, outside of our control, is only possible if a

tender offer is accepted by over 90 % of our shareholders.

A change in control of the Company, outside of our control, is only possible if a tender offer is accepted by over 90 % of our shareholders.

All other change in control situations would require input from our Board of Directors.

13 unchanged sentences

Series E Preferred Stock ATM Program

We have an At-the-Market Equity Offering Sales Agreement (the “Series E Preferred Stock Sales Agreement”), with sales agents Baird, Goldman Sachs, Stifel, Fifth Third, and U.S.

We had an At-the-Market Equity Offering Sales Agreement (the “Series E Preferred Stock Sales Agreement”), with sales agents Baird, Goldman Sachs, Stifel, Fifth Third, and U.S.

Bancorp Investments, Inc., pursuant to which we may, from time to time, offer to sell shares of our Series E Preferred Stock in an aggregate offering price of up to $ 100.0 million.

1 unchanged sentence

As of December 31, 2022, we had remaining capacity to sell up to $ 92.8 million of Series E Preferred Stock under the program.

We terminated the Series E Preferred Stock Sales Agreement effective February 10, 2023 in connection with the expiration of the 2020 Registration Statement on February 11, 2023.

Universal Shelf Registration Statement

On January 11, 2019, we filed a universal registration statement on Form S-3, File No.

333-229209, and an amendment thereto on Form-S-3/A on January 24, 2019 (collectively referred to as the “2019 Universal Shelf”).

The 2019 Universal Shelf became effective on February 13, 2019 and replaced our prior universal shelf registration statement.

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

As of December 31, 2021, we had the ability to issue up to $ 340.2 million under the 2019 Universal Shelf.

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

333-236143 (the “2020 Universal Shelf”).

The 2020 Universal Shelf was declared effective on February 11, 2020 and is in addition to the 2019 Universal Shelf.

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

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

As of December 31, 2021, we had the ability to issue up to $ 689.5 million of securities under the 2020 Universal Shelf.

On January 11, 2019, we filed a 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 Registration Statement”).

The 2019 Registration Statement became effective on February 13, 2019 and replaced our prior registration statement.

The 2019 Registration allowed us to issue up to $ 500.0 million of securities and expired on February 13, 2022.

On January 29, 2020, we filed the 2020 Registration Statement.

The 2020 Registration Statement was declared effective on February 11, 2020 and was in addition to the 2019 Registration Statement.

The 2020 Registration Statement allowed us to issue up to an additional $ 800.0 million of securities.

Of the $ 800.0 million of available capacity under our 2020 Registration Statement, approximately $ 636.5 million was reserved for the sale of our Series F Preferred Stock.

As of December 31, 2022, we had the ability to issue up to $ 644.0 million of securities under the 2020 Registration Statement.

On November 23, 2022, we filed an automatic registration statement on Form S-3 (File No.

333-268549) (the “2022 Registration Statement”).

There is no limit on the aggregate amount of the securities that we may offer pursuant to the 2022 Registration Statement.

Preferred Series F Continuous Offering

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 0.3 million shares of our Series F Preferred Stock, raising $ 6.9 million in net proceeds during the year ended December 31, 2021.

We sold 0.2 million shares of our Series F Preferred Stock, raising

$ 5.4 million in net proceeds during the year ended December 31, 2022.

As of December 31, 2022, we had remaining capacity to sell up to $ 619.6 million of Series F Preferred Stock.

8 unchanged sentences

Generally, the Series G Preferred Units provided for under the Third Amendment have preferences, distribution rights, and other provisions substantially equivalent to those of the Series G Preferred Stock.

On August 5, 2021, the Operating Partnership adopted the Fourth Amendment to its Second Amended and Restated Agreement of Limited Partnership, including Exhibit SGP thereto, to remove all references to the 7.00 % Series D Cumulative Redeemable Preferred Units of the Partnership and update the rights, privileges, and preferences accordingly.

Non-controlling Interests in Operating Partnership

As of December 31, 2022 and 2021, we owned approximately 99.0 % and 99.3 %, respectively, of the outstanding OP Units.

On September 20, 2022, we issued 134,474 OP Units as partial consideration to acquire our 49,375 square foot property located in Fort Payne, Alabama for $ 5.6 million.

During the year ended December 31, 2021, we redeemed 246,039 OP units for an equivalent amount of common stock.

129 unchanged sentences

Office Building — 1,700 12,038 924 1,845 12,817 14,662 4,408 10,254 2006 6/20/2011

Boston Heights, Ohio

Office Building 2,184 449 3,010 10 449 3,020 3,469 1,350 2,119 2011 10/20/2011

Parsippany, New Jersey (3)

Office Building — 1,696 7,077 252 1,696 7,329 9,025 2,692 6,333 1984 10/28/2011

Dartmouth, Massachusetts (3)

12 unchanged sentences

Office Building — 1,378 4,520 — 1,378 4,520 5,898 1,966 3,932 2012 6/21/2012

Columbus, Ohio (3)

Office Building — 542 2,453 166 542 2,619 3,161 1,103 2,058 1981 6/28/2012

Jupiter, Florida (3)

Office Building — 1,160 11,994 — 1,160 11,994 13,154 3,392 9,762 2011 9/26/2012

Fort Worth, Texas

10 unchanged sentences

Office Building 29,314 2,330 44,021 3,120 2,330 47,141 49,471 19,800 29,671 1999 7/9/2013

Office Building 7,358 2,699 7,945 1,487 2,699 9,432 12,131 3,851 8,280 1998 7/10/2013

Englewood, Colorado (3)

2 unchanged sentences

Industrial Building 3,453 352 5,626 — 352 5,626 5,978 1,751 4,227 1988 12/27/2013

Allen, Texas (3)

Retail Building — 874 3,634 — 874 3,634 4,508 1,100 3,408 2004 3/27/2014

4 unchanged sentences

Columbus, Ohio (3)

Office Building — 990 8,017 2,797 990 10,814 11,804 4,033 7,771 1986 5/13/2014

Taylor, Pennsylvania (3)

Industrial Building — 3,101 25,405 1,248 3,101 26,653 29,754 7,606 22,148 2000 / 2006

Aurora, Colorado (3)

Industrial Building — 2,882 3,917 96 2,882 4,013 6,895 1,220 5,675 1983 7/1/2014

Indianapolis, Indiana (3)

Office Building — 502 6,422 1,894 498 8,320 8,818 2,993 5,825 1981 / 2014

Denver, Colorado (3)

Industrial Building — 1,621 7,071 11,878 1,621 18,949 20,570 3,233 17,337 1985 10/31/2014

Monroe, Michigan

Initial Cost Total Cost

9 unchanged sentences

Improvements Date

Office Building — 990 8,017 2,797 990 10,814 11,804 3,553 8,251 1986 5/13/2014

Taylor, Pennsylvania

Industrial Building 9,164 658 14,607 195 658 14,802 15,460 3,713 11,747 2004 12/23/2014

Aurora, Colorado (3)

Industrial Building — 2,882 3,917 96 2,882 4,013 6,895 1,124 5,771 1983 7/1/2014

Indianapolis, Indiana

Office Building 5,314 502 6,422 1,892 498 8,318 8,816 2,574 6,242 1981 / 2014

Denver, Colorado (3)

Industrial Building — 1,621 7,071 7,353 1,621 14,424 16,045 2,033 14,012 1985 10/31/2014

Monroe, Michigan

Industrial Building 6,395 460 10,225 ( 20 ) 459 10,206 10,665 2,574 8,091 2004 12/23/2014

Monroe, Michigan

Industrial Building 6,566 460 10,225 ( 20 ) 459 10,206 10,665 2,252 8,413 2004 12/23/2014

Richardson, Texas

2 unchanged sentences

Office Building — 650 2,034 103 650 2,137 2,787 746 2,041 1982 / 2010

Dublin, Ohio (3)

Office Building — 1,338 5,058 1,086 1,338 6,144 7,482 1,926 5,556 1980 /Various

47 unchanged sentences

Temple, Texas (3)

Industrial Building — 200 4,335 65 200 4,400 4,600 581 4,019 1973 / 2006

Temple, Texas (3)

Industrial Building — 296 6,425 99 296 6,524 6,820 861 5,959 1978 / 2006

Indianapolis, Indiana (3)

Industrial Building — 1,158 5,162 4 1,162 5,162 6,324 979 5,345 1967 / 1998

Jackson, Tennessee

Industrial Building 4,421 311 7,199 — 311 7,199 7,510 729 6,781 2019 12/16/2019

Carrollton, Georgia

Industrial Building 3,929 291 6,720 — 292 6,719 7,011 658 6,353 2015 / 2019

New Orleans, Louisiana

Initial Cost Total Cost

10 unchanged sentences

Industrial Building 3,517 2,168 4,667 25 2,166 4,694 6,860 751 6,109 1975 12/17/2019

Temple, Texas (3)

Industrial Building — 296 6,425 99 296 6,524 6,820 597 6,223 1978 / 2006

Indianapolis, Indiana (3)

Industrial Building — 1,158 5,162 4 1,162 5,162 6,324 667 5,657 1967 / 1998

Jackson, Tennessee

Industrial Building 4,540 311 7,199 — 311 7,199 7,510 490 7,020 2019 12/16/2019

Carrollton, Georgia

Industrial Building 4,035 291 6,720 — 292 6,719 7,011 442 6,569 2015 / 2019

New Orleans, Louisiana

Industrial Building 3,618 2,168 4,667 ( 2 ) 2,166 4,667 6,833 502 6,331 1975 12/17/2019

San Antonio, Texas

48 unchanged sentences

Industrial Building 16,000 434 24,589 — 434 24,589 25,023 690 24,333 2020 12/21/2021

Wilkesboro, North Carolina (3)

Industrial Building — 346 5,758 — 346 5,758 6,104 192 5,912 2014 2/24/2022

Oklahoma City, Oklahoma (3)

Industrial Building — 470 4,688 1 470 4,689 5,159 128 5,031 1999 / 2004

Cleveland, Ohio

Industrial Building 3,593 628 5,252 495 628 5,747 6,375 204 6,171 1966 / 1972 / 2000 / 2013

Fort Payne, Alabama

Industrial Building 6,443 217 10,778 — 217 10,778 10,995 247 10,748 2013 5/4/2022

Wilmington, North Carolina

Industrial Building 6,401 1,104 9,730 — 1,104 9,730 10,834 274 10,560 2000 / 2020

Wilmington, North Carolina

Industrial Building 3,309 571 5,031 1 571 5,032 5,603 142 5,461 2000 / 2020

Wilmington, North Carolina

Industrial Building 254 44 386 1 44 387 431 11 420 2000 / 2020

Bridgeton, New Jersey

Industrial Building 1,945 571 2,753 3 574 2,753 3,327 59 3,268 2017 8/5/2022

Vineland, New Jersey

Initial Cost Total Cost

Location of Property Encumbrances Land Buildings &

Improvements Improvement

Costs Capitalized

Subsequent to

Acquisition Land Buildings &

Improvements Total

(1) Accumulated

Depreciation (2) Net Real

Construction/

Improvements Date

Industrial Building 14,968 860 24,634 4 864 24,634 25,498 354 25,144 2003 / 2009

Jacksonville, Florida

Industrial Building 4,400 1,099 5,587 222 1,099 5,809 6,908 65 6,843 1978 9/16/2022

Fort Payne, Alabama (3)

Industrial Building — 39 4,774 — 39 4,774 4,813 43 4,770 2022 9/20/2022

Denver, Colorado

Industrial Building 6,600 5,227 4,649 157 5,228 4,805 10,033 37 9,996 1978 10/26/2022

Greenville, South Carolina (3)

Industrial Building — 411 3,693 105 410 3,799 4,209 4 4,205 1964 12/21/2022

$ 362,037 $ 153,064 $ 1,045,151 $ 101,355 $ 153,344 $ 1,146,226 $ 1,299,570 $ 296,254 $ 1,003,316

23 unchanged sentences

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-K

Item 8. Financial Statements and Supplementary Data