What changed in this filing

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Item 1. Financial Statements

2023-11-06 compared with 2023-08-08 · 194 added, 469 removed, 574 unchanged (54% of the section changed)

3 unchanged sentences

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

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Real estate, at cost $ 1,226,461 $ 1,287,297

27 unchanged sentences

10,750,886 and 10,751,486 shares authorized;

and 7,052,334 and 7,052,934 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively (3)

and 7,052,334 and 7,052,934 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively (3)

$ 170,041 $ 170,056

2 unchanged sentences

950,000 shares authorized;

and 406,425 and 431,064 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively (3)

and 406,425 and 431,064 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively (3)

Common stock, par value $ 0.001 per share, 62,323,441 and 62,305,727 shares authorized;

and 39,917,995 and 39,744,359 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively (3)

and 39,917,995 and 39,744,359 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively (3)

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

$ 25 per share liquidation preference;

25,983,700 and 25,992,787 shares authorized and 860,677 and 670,895 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively (3)

25,975,673 and 25,992,787 shares authorized and 899,049 and 670,895 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively (3)

Additional paid in capital 729,400 721,327

12 unchanged sentences

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

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

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

2023 2022 2023 2022

13 unchanged sentences

Interest expense $ ( 9,936 ) $ ( 9,107 ) $ ( 27,845 ) $ ( 22,813 )

Loss on sale of real estate, net ( 451 ) — ( 451 ) —

Gain on sale of real estate, net 4,696 8,902 4,245 8,902

Other income 155 316 262 538

Total other expense, net $ ( 9,530 ) $ ( 7,002 ) $ ( 18,253 ) $ ( 13,483 )

Net (loss) income $ ( 4,588 ) $ 1,624 $ ( 1,420 ) $ 5,068

Net loss attributable to OP Units held by Non-controlling OP Unitholders 73 10 81 8

Net (loss) income (attributable) available to the Company $ ( 4,515 ) $ 1,634 $ ( 1,339 ) $ 5,076

Total other (expense) income, net $ ( 5,085 ) $ 111 $ ( 23,338 ) $ ( 13,373 )

Net income $ 1,792 $ 2,787 $ 370 $ 7,852

Net (income) loss (available) attributable to OP Units held by Non-controlling OP Unitholders ( 3 ) 4 78 12

Net income available to the Company $ 1,789 $ 2,791 $ 448 $ 7,864

Distributions attributable to Series E, F, and G preferred stock ( 3,099 ) ( 2,987 ) ( 9,179 ) ( 8,900 )

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Other Comprehensive gain 5,089 6,790 7,218 13,660

Net (loss) income $ ( 4,588 ) $ 1,624 $ ( 1,420 ) $ 5,068

Net income $ 1,792 $ 2,787 $ 370 $ 7,852

Comprehensive income $ 6,881 $ 9,577 $ 7,588 $ 21,512

Comprehensive loss attributable to OP Units held by Non-controlling OP Unitholders 73 10 81 8

Comprehensive (income) loss (available) attributable to OP Units held by Non-controlling OP Unitholders ( 3 ) 4 78 12

Total comprehensive income available to the Company $ 6,878 $ 9,581 $ 7,666 $ 21,524

4 unchanged sentences

(Dollars in Thousands)

For the six months ended June 30,

For the nine months ended September 30,

Cash flows from operating activities:

Net (loss) income $ ( 1,420 ) $ 5,068

Net income $ 370 $ 7,852

Adjustments to reconcile net income to net cash provided by operating activities:

1 unchanged sentence

Impairment charge 13,577 12,092

Loss on sale of real estate, net 451 —

Gain on sale of real estate, net ( 4,245 ) ( 8,902 )

Amortization of deferred financing costs 1,248 3,066

4 unchanged sentences

Operating changes in assets and liabilities

Increase in other assets ( 761 ) ( 1,716 )

Decrease (increase) in other assets 2,279 ( 1,476 )

Decrease in deferred rent receivable ( 2,524 ) ( 1,192 )

1 unchanged sentence

(Decrease) increase in amount due to Adviser and Administrator ( 804 ) 273

Decrease in other liabilities ( 517 ) ( 569 )

(Decrease) increase in other liabilities ( 894 ) 598

Leasing commissions paid ( 1,336 ) ( 1,724 )

22 unchanged sentences

Repayments on revolving credit facility ( 45,400 ) ( 113,050 )

Borrowings on term loan — 150,000

Repayments on term loan — ( 5,000 )

Increase in security deposits 141 464

8 unchanged sentences

Capital improvements and leasing commissions included in accounts payable and accrued expenses $ 3,099 $ 1,142

Increase in asset retirement obligation assumed in acquisition $ — $ 718

Non-controlling OP Units issued in connection with acquisition $ — $ 2,393

Dividends paid on Series F Preferred Stock via additional share issuances $ 355 $ 284

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

For the six months ended June 30,

For the nine months ended September 30,

Cash and cash equivalents $ 18,263 $ 13,540

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Securities and Exchange Commission (the “SEC”) on February 22, 2023.

The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.

The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.

Revision of Previously Issued Financial Statements

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The Company evaluated the errors and determined that the related impact was not material to the Consolidated Statements of Operations and Comprehensive Income, Consolidated Balance Sheets, Consolidated Statements of Cash Flows or Consolidated Statements of Equity for any period impacted.

The Company has revised the previously issued Condensed Consolidated Statements of Operations and Comprehensive Income, Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Cash Flows and Stockholders’ Equity tables as of and for the three and six months ended June 30, 2022 to correct for such errors and these revisions are reflected in this Form 10-Q.

The Company has revised the previously issued Condensed Consolidated Statements of Operations and Comprehensive Income, Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Cash Flows and Stockholders’ Equity tables as of and for the three and nine months ended September 30, 2022 to correct for such errors and these revisions are reflected in this Form 10-Q.

The Company will also correct previously reported financial information for these errors in its future filings, as applicable.

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Significant Accounting Policies

The preparation of our financial statements in accordance with GAAP requires management to make judgments that are subjective in nature to make certain estimates and assumptions.

The preparation of our financial statements in accordance with GAAP requires management to make judgments that are subjective in nature and requires management to make certain estimates and assumptions.

Application of these accounting policies involves the exercise of judgment regarding the use of assumptions as to future uncertainties, and as a result, actual results could materially differ from these estimates.

A summary of all of our significant accounting policies is provided in Note 1, “Organization, Basis of Presentation and Significant Accounting Policies,” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.

There were no material changes to our critical accounting policies during the three and six months ended June 30, 2023.

There were no material changes to our critical accounting policies during the three and nine months ended September 30, 2023.

Related-Party Transactions

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

As of June 30, 2023 and December 31, 2022, $ 2.6 million and $ 3.4 million, respectively, were collectively due to our Adviser and Administrator.

As of September 30, 2023 and December 31, 2022, $ 2.6 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 2023 meeting, our Board of Directors reviewed and renewed each of the Advisory Agreement and Administration Agreement for an additional year, through August 31, 2024.

During their July 2023 meeting, our Board of Directors reviewed and renewed the Administration Agreement for an additional year, through August 31, 2024 and simultaneously entered into the Eighth Amended and Restated Investment Advisory Agreement (the “Eighth Amended Advisory Agreement”).

Base Management Fee

On July 14, 2020, we amended and restated the Advisory Agreement by entering into the Sixth Amended and Restated Investment Advisory Agreement between us and the Adviser (the “Sixth Amended Advisory Agreement”), which replaced the previous calculation of the base management fee with a calculation based on Gross Tangible Real Estate.

The revised base management fee is payable quarterly in arrears and calculated at an annual rate of 0.425 % ( 0.10625 % per quarter) of the prior calendar quarter’s “Gross Tangible Real Estate,” defined in the Sixth Amended Advisory Agreement as the current gross value of our property portfolio (meaning the aggregate of each property’s original acquisition price plus the cost of any subsequent capital improvements thereon).

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

For the three and six months ended June 30, 2023, we recorded a base management fee of $ 1.6 million and $ 3.2 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.

On July 14, 2020, we amended and restated the Advisory Agreement, which replaced the previous calculation of the base management fee with a calculation based on Gross Tangible Real Estate.

The revised base management fee is payable quarterly in arrears and calculated at an annual rate of 0.425 % ( 0.10625 % per quarter) of the prior calendar quarter’s “Gross Tangible Real Estate,” defined in the Advisory Agreement as the current gross value of our property portfolio (meaning the aggregate of each property’s original acquisition price plus the cost of any subsequent capital improvements thereon).

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

For the three and nine months ended September 30, 2023, we recorded a base management fee of $ 1.6 million and $ 4.8 million, respectively.

For the three and nine months ended September 30, 2022, we recorded a base management fee of $ 1.6 million and $ 4.7 million, respectively.

Incentive Fee

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Core FFO (as defined in the Advisory Agreement) is GAAP net (loss) income (attributable) 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 (loss) income (attributable) available to common stockholders for the period, and one-time events pursuant to changes in GAAP.

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”), as approved unanimously by our Board of Directors, including specifically, our independent directors.

The Seventh Amended Advisory Agreement contractually eliminated the payment of the incentive fee for the quarters ended March 31, 2023 and June 30, 2023.

The calculation of the other fees remains unchanged.

On July 11, 2023, the Company amended and restated the Seventh Amended Advisory Agreement by entering into the Eighth Amended and Restate Investment Advisory Agreement between the Company and the Advisory (the “Eighth Amended Advisory Agreement”), as approved unanimously by our Board of Directors, including specifically, our independent directors.

The Eight Amended Advisory Agreement contractually eliminated the payment of the incentive fee for the quarters ending September 30, 2023 and December 31, 2023.

In addition, the Eight Amended Advisory Agreement also clarifies that for any future quarter whereby an incentive fee would exceed by greater than 15 % the average quarterly incentive fee paid, the measurement would be versus the last four quarters where an incentive fee was actually paid.

On January 10, 2023, the Company amended and restated the Advisory Agreement by entering into the Seventh Amended and Restated Investment Advisory Agreement between the Company and the Adviser (the “Seventh Amended Advisory Agreement”), as approved unanimously by our Board of Directors, including specifically, our independent directors.

Seventh Amended Advisory Agreement contractually eliminated the payment of the incentive fee for the quarters ended March 31, 2023 and June 30, 2023.

The calculation of the other fees was unchanged.

On July 11, 2023, the Company entered into the Eighth Amended Advisory Agreement, as approved unanimously by our Board of Directors, including specifically, our independent directors.

The Eighth Amended Advisory Agreement contractually eliminated the payment of the incentive fee for the quarters ending September 30, 2023 and December 31, 2023.

In addition, the Eighth Amended Advisory Agreement also clarified that for any future quarter whereby an incentive fee would exceed by greater than 15 % the average quarterly incentive fee paid, the measurement would be versus the last four quarters where an incentive fee was actually paid.

The calculation of the other fees remains unchanged.

For the three and six months ended June 30, 2023, the contractually eliminated incentive fee would have been $ 1.4 million and $ 2.5 million, respectively.

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

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

For the three and nine months ended September 30, 2023, the contractually eliminated incentive fee would have been $ 0.9 million and $ 3.4 million, respectively.

For the three and nine months ended September 30, 2022, we recorded an incentive fee of $ 1.5 million and $ 4.2 million, respectively.

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

Capital Gain Fee

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At the end of the fiscal year, if this number is positive, then the capital gain fee payable for such time period shall equal 15.0 % of such amount.

No capital gain fee was recognized during the three and six months ended June 30, 2023 or 2022.

No capital gain fee was recognized during the three and nine months ended September 30, 2023 or 2022.

Termination Fee

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

For the three and six months ended June 30, 2023, we recorded an administration fee of $ 0.5 million and $ 1.1 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 nine months ended September 30, 2023, we recorded an administration fee of $ 0.6 million and $ 1.7 million, respectively.

For the three and nine months ended September 30, 2022, we recorded an administration fee of $ 0.5 million and $ 1.3 million, respectively.

Gladstone Securities

Gladstone Securities, LLC (“Gladstone Securities”), is a privately held broker dealer registered with the Financial Industry Regulatory Authority and insured by the Securities Investor Protection Corporation.

Gladstone Securities is an affiliate of ours,

as its parent company is owned and controlled by David Gladstone, our chairman and chief executive officer.

Gladstone Securities is an affiliate of ours, as its parent company is owned and controlled by David Gladstone, our chairman and chief executive officer.

Gladstone also serves on the board of managers of Gladstone Securities.

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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 paid financing fees to Gladstone Securities of $ 17,500 during the three and six months ended June 30, 2023, which are included in mortgage payable, net, in the condensed consolidated balance sheets, or 0.20 % 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 payable, net, in the condensed consolidated balance sheets, or 0.35 % of the mortgage principal secured.

We paid financing fees to Gladstone Securities of $ 0.03 million and $ 0.1 million during the three and nine months ended September 30, 2023, which are included in mortgage payable, net, in the condensed consolidated balance sheets, or 0.38 % and 0.29 % of the mortgage principal secured.

We paid financing fees to Gladstone Securities of $ 0.1 million and $ 0.3 million during the three and nine months ended September 30, 2022, which are included in mortgage payable, net, in the condensed consolidated balance sheets, or 0.29 % and 0.32 % of the mortgage principal secured.

Our Board of Directors renewed the agreement for an additional year, through August 31, 2024, at its July 2023 meeting.

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The Series F Preferred Stock is registered with the SEC pursuant to an automatic registration statement on Form S-3 (File No.

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.

333-268549), as the same may be amended and/or supplemented (the “2022 Registration Statement”), under the Securities Act of 1933, as amended, and is 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.

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.

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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 $ 0.3 million and $ 0.4 million to Gladstone Securities during the three and six months ended June 30, 2023, respectively, in connection with 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.

We paid fees of $ 0.1 million and $ 0.5 million to Gladstone Securities during the three and nine months ended September 30, 2023, respectively, in connection with the Offering.

We paid fees of $ 0.1 million and $ 0.4 million to Gladstone Securities during the three and nine months ended September 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, 2023 and 2022.

The following tables set forth the computation of basic and diluted loss per share of common stock for the three and nine months ended September 30, 2023 and 2022.

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, 2023 and 2022 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, 2023 and 2022 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,

We computed basic loss per share for the three and nine months ended September 30, 2023 and 2022 using the weighted average number of shares outstanding during the respective periods.

Diluted loss per share for the three and nine months ended September 30, 2023 and 2022 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 September 30, For the nine months ended September 30,

2023 2022 2023 2022

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Diluted loss per share of common stock $ ( 0.04 ) $ ( 0.01 ) $ ( 0.23 ) $ ( 0.04 )

(1) The weighted average number of OP Units held by Non-controlling OP Unitholders was 391,468 and 391,468 for the three and six months ended June 30, 2023, respectively, and 256,994 and 256,994 for the three and six months ended June 30, 2022, respectively.

(2) We excluded convertible shares of Senior Common Stock of 345,132 and 363,246 from the calculation of diluted earnings per share for the three and six months ended June 30, 2023 and 2022, respectively, because they were anti-dilutive.

(1) The weighted average number of OP Units held by Non-controlling OP Unitholders was 391,468 and 391,468 for the three and nine months ended September 30, 2023, respectively, and 273,072 and 262,412 for the three and nine months ended September 30, 2022, respectively.

(2) We excluded convertible shares of Senior Common Stock of 345,132 and 363,246 from the calculation of diluted earnings per share for the three and nine months ended September 30, 2023 and 2022, respectively, because they were anti-dilutive.

Real Estate and Intangible Assets

The following table sets forth the components of our investments in real estate as of June 30, 2023 and December 31, 2022, respectively, excluding real estate held for sale as of June 30, 2023 and December 31, 2022 (dollars in thousands):

June 30, 2023 December 31, 2022

The following table sets forth the components of our investments in real estate as of September 30, 2023 and December 31, 2022, respectively, excluding real estate held for sale as of September 30, 2023 and December 31, 2022 (dollars in thousands):

September 30, 2023 December 31, 2022

Land (1) $ 143,815 $ 152,916

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

Real estate depreciation expense on building and tenant improvements was $ 11.8 million and $ 22.3 million for the three and six months ended June 30, 2023, respectively.

Real estate depreciation expense on building and tenant improvements was $ 10.1 million and $ 20.0 million for the three and six months ended June 30, 2022, respectively.

We acquired one property during the six months ended June 30, 2023, and acquired seven industrial properties during the six months ended June 30, 2022.

Real estate depreciation expense on building and tenant improvements was $ 8.9 million and $ 31.2 million for the three and nine months ended September 30, 2023, respectively.

Real estate depreciation expense on building and tenant improvements was $ 10.7 million and $ 30.7 million for the three and nine months ended September 30, 2022, respectively.

We acquired three properties during the nine months ended September 30, 2023 and acquired 11 industrial properties during the nine months ended September 30, 2022.

The acquisitions are summarized below (dollars in thousands):

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

June 30, 2023 (1) 76,089 20.0 years $ 5,363 $ 98

June 30, 2022 (2) 742,303 11.7 years $ 51,919 $ 519

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

September 30, 2023 (1) 183,803 18.7 years $ 17,539 $ 349

September 30, 2022 (2) 1,105,006 13.8 years $ 98,276 $ 776

(1) On April 14, 2023, we acquired a 76,089 square foot property in Riverdale, Illinois for $ 5.4 million.

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

On July 10, 2023, we acquired a 7,714 square foot property in Dallas-Fort Worth, Texas for $ 3.0 million.

The property is fully leased to one tenant and had 9.9 years of remaining lease term at the time we acquired the property.

On July 28, 2023, we acquired a 100,000 square foot property in Dallas-Fort Worth, Texas for $ 9.2 million.

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

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

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

We determined the fair value of assets acquired and liabilities assumed related to the properties acquired during the six months ended June 30, 2023 and 2022 as follows (dollars in thousands):

Six Months Ended June 30, 2023 Six Months Ended June 30, 2022

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

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

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

The 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.

The property is fully leased to one tenant and had 14.8 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 nine months ended September 30, 2023 and 2022 as follows (dollars in thousands):

Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022

Acquired assets and liabilities Purchase price Purchase price

8 unchanged sentences

Total Purchase Price $ 17,539 $ 98,276

(1) This amount includes $ 9 of loans receivable included in Other assets on the condensed balance sheets.

(2) This amount includes $ 32 of prepaid rent included in Other liabilities on the condensed consolidated balance sheets.

Future Lease Payments

Future operating lease payments from tenants under non-cancelable leases, excluding tenant reimbursement of expenses, for the six months ending December 31, 2023 and each of the five succeeding fiscal years and thereafter is as follows, excluding real estate held for sale as of June 30, 2023 (dollars in thousands):

Future operating lease payments from tenants under non-cancelable leases, excluding tenant reimbursement of expenses, for the three months ending December 31, 2023 and each of the five succeeding fiscal years and thereafter is as follows, excluding real estate held for sale as of September 30, 2023 (dollars in thousands):

Year Tenant Lease Payments

Six Months Ending December 31, 2023 $ 57,904

Three Months Ending December 31, 2023 $ 28,906

Thereafter 357,055

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Lease Revenue Reconciliation

The table below sets forth the allocation of lease revenue between fixed contractual payments and variable lease payments for the three and six months ended June 30, 2023 and 2022, respectively (dollars in thousands):

For the three months ended June 30,

The table below sets forth the allocation of lease revenue between fixed contractual payments and variable lease payments for the three and nine months ended September 30, 2023 and 2022, respectively (dollars in thousands):

For the three months ended September 30,

(Dollars in Thousands)

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$ 36,464 $ 39,834 $ ( 3,370 ) ( 8.5 ) %

For the six months ended June 30,

For the nine months ended September 30,

(Dollars in Thousands)

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Intangible Assets

The following table summarizes the carrying value of intangible assets, liabilities and the accumulated amortization for each intangible asset and liability class as of June 30, 2023 and December 31, 2022, respectively, excluding real estate held for sale as of June 30, 2023 and December 31, 2022 (dollars in thousands):

June 30, 2023 December 31, 2022

The following table summarizes the carrying value of intangible assets, liabilities and the accumulated amortization for each intangible asset and liability class as of September 30, 2023 and December 31, 2022, respectively, excluding real estate held for sale as of September 30, 2023 and December 31, 2022 (dollars in thousands):

September 30, 2023 December 31, 2022

Lease Intangibles Accumulated Amortization Lease Intangibles Accumulated Amortization

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Below market leases and deferred revenue ( 60,927 ) 29,113 ( 66,138 ) 26,141

Total amortization expense related to in-place leases, leasing costs and customer relationship lease intangible assets was $ 5.2 million and $ 9.3 million for the three and six months ended June 30, 2023, respectively, and $ 5.0 million and $ 9.8 million for the three and six months ended June 30, 2022, 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 $ 0.1 million and $ 0.3 million for the three and six months ended June 30, 2023, respectively, and $ 0.2 million and $ 0.4 million for the three and six months ended June 30, 2022, 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 $ 2.5 million and $ 4.4 million for the three and six months ended June 30, 2023, respectively, and $ 0.8 million and $ 1.6 million for the three and six months ended June 30, 2022, 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, 2023 and 2022, were as follows:

Intangible Assets & Liabilities June 30, 2023 June 30, 2022

Total amortization expense related to in-place leases, leasing costs and customer relationship lease intangible assets was $ 3.6 million and $ 12.9 million for the three and nine months ended September 30, 2023, respectively, and $ 4.7 million and $ 14.5

million for the three and nine months ended September 30, 2022, 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 $ 0.1 million and $ 0.4 million for the three and nine months ended September 30, 2023, respectively, and $ 0.2 million and $ 0.6 million for the three and nine months ended September 30, 2022, 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 $ 1.8 million and $ 6.2 million for the three and nine months ended September 30, 2023, respectively, and $ 1.5 million and $ 3.1 million for the three and nine months ended September 30, 2022, respectively, and is included in lease revenue in the condensed consolidated statements of operations and comprehensive income.

The weighted average amortization periods in years for the intangible assets acquired and liabilities assumed during the nine months ended September 30, 2023 and 2022, were as follows:

Intangible Assets & Liabilities September 30, 2023 September 30, 2022

In-place leases 18.0 14.2

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Real Estate Dispositions

We sold two properties during the six months ended June 30, 2023.

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

During the six months ended June 30, 2023, we continued to execute our capital recycling program, whereby we sold non-core properties and redeployed proceeds to either fund property acquisitions in our target secondary growth markets or repay outstanding debt.

We sold five properties during the nine months ended September 30, 2023 and three properties during the nine months ended September 30, 2022.

During the nine months ended September 30, 2023, we continued to execute our capital recycling program, whereby we sold non-core properties and redeployed proceeds to either fund property acquisitions in our target secondary growth markets or repay outstanding debt.

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

During the six months ended June 30, 2023, we sold two non-core properties, located in Baytown, Texas and Birmingham, Alabama, 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 nine months ended September 30, 2023, we sold five non-core properties, located in Baytown, Texas;

Birmingham, Alabama;

Pittsburgh, Pennsylvania;

Eatontown, New Jersey;

and Taylorsville, Utah, 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 Nine Months Ended September 30, 2023 Aggregate Gain on Sale of Real Estate, net

206,278 $ 23,650 $ 1,476 $ 3,591 $ 4,245

Our dispositions during the six months ended June 30, 2023 were not classified as discontinued operations because they did not represent a strategic shift in operations, nor will such dispositions have a major effect on our operations and financial results.

Our dispositions during the nine months ended September 30, 2023 were not classified as discontinued operations because they did not represent a strategic shift in operations, nor will such dispositions have a major effect on our operations and financial results.

Accordingly, the operating results of these properties are included within continuing operations for all periods reported.

The table below summarizes the components of operating income from real estate and related assets disposed of during the three and six months ended June 30, 2023 and 2022 (dollars in thousands):

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

The table below summarizes the components of operating income from real estate and related assets disposed of during the three and nine months ended September 30, 2023 and 2022 (dollars in thousands):

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

2023 2022 2023 2022

2 unchanged sentences

Other income (expense), net 4,443 (1) ( 189 ) 3,790 (3) ( 502 )

Income from real estate and related assets sold $ ( 380 ) $ 13 $ ( 387 ) $ 29

(1) Includes a $( 0.5 ) million loss on sale of real estate, net, on two property sales.

Income (expense) from real estate and related assets sold $ 4,567 $ ( 134 ) $ 572 $ ( 252 )

(1) Includes a $ 4.7 million gain on sale of real estate, net, on three property sales.

(2) Includes a $ 3.6 million impairment charge on one property.

(3) Includes a $ 4.2 million gain on sale of real estate, net, on five property sales.

Real Estate Held for Sale

At June 30, 2023, we had six properties classified as held for sale, located in Columbia, South Carolina;

At September 30, 2023, we had four properties classified as held for sale, located in Columbia, South Carolina;

Richardson, Texas;

Taylorsville, Utah;

Pittsburgh, Pennsylvania;

Eatontown, New Jersey;

Columbus, Ohio;

and Blaine, Minnesota.

1 unchanged sentence

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

The table below summarizes the components of the assets and liabilities held for sale at June 30, 2023 and December 31, 2022 reflected on the accompanying condensed consolidated balance sheets (dollars in thousands):

June 30, 2023 December 31, 2022

The table below summarizes the components of the assets and liabilities held for sale at September 30, 2023 and December 31, 2022 reflected on the accompanying condensed consolidated balance sheets (dollars in thousands):

September 30, 2023 December 31, 2022

Assets Held for Sale

1 unchanged sentence

Lease intangibles, net 369 —

Deferred rent receivable, net 9 —

Total Assets Held for Sale $ 29,350 $ 3,293

1 unchanged sentence

Deferred rent liability, net $ 631 $ —

Asset retirement obligation 60 —

Total Liabilities Held for Sale $ 631 $ —

Impairment Charges

We evaluated our portfolio for triggering events to determine if any of our held and used assets were impaired during the six months ended June 30, 2023 and identified two held for sale assets, located in Richardson, Texas and Taylorsville, Utah, and one held and used asset, located in Columbus, Ohio, which were impaired by $ 6.8 million.

We evaluated our portfolio for triggering events to determine if any of our held and used assets were impaired during the nine months ended September 30, 2023 and identified two held and used assets, located in Columbus, Ohio and Draper, Utah, which were impaired by $ 9.0 million.

We also recognized an impairment charge of $ 4.6 million on two held for sale assets, located in Richardson, Texas and Taylorsville, Utah during the nine months ended September 30, 2023.

In performing our held for sale assessment, the carrying value of these assets were above the fair value, less costs of sale.

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

We recognized an impairment charge of $ 1.4 million during the six months ended June 30, 2022 on one held for sale asset, located in Parsippany, New Jersey.

We recognized an impairment charge of $ 12.1 million during the nine months ended September 30, 2022 on two held for sale assets, located in Columbia, South Carolina and Parsippany, New Jersey.

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

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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 June 30, 2023 and December 31, 2022 are summarized below (dollars in thousands):

Our mortgage notes payable and Credit Facility as of September 30, 2023 and December 31, 2022 are summarized below (dollars in thousands):

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

June 30, 2023 June 30, 2023 December 31, 2022 June 30, 2023 June 30, 2023

September 30, 2023 September 30, 2023 December 31, 2022 September 30, 2023 September 30, 2023

Mortgage and other secured loans:

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Total mortgage notes payable and credit facility 131 $ 749,009 $ 749,206 (5)

(1) As of June 30, 2023, interest rates on our fixed rate mortgage notes payable varied from 2.80 % to 6.63 %.

(2) As of June 30, 2023, we had 43 mortgage notes payable with maturity dates ranging from August 1, 2023 through August 1, 2037.

(3) The weighted average interest rate on the mortgage notes outstanding as of June 30, 2023 was approximately 4.23 %.

(4) As of June 30, 2023, Secured Overnight Financing Rate (“SOFR”) was approximately 5.09 %.

(5) The weighted average interest rate on all debt outstanding as of June 30, 2023 was approximately 5.48 %.

(6) The amount we may draw under our Credit Facility is based on a percentage of the fair value of a combined pool of 85 unencumbered properties as of June 30, 2023.

(1) As of September 30, 2023, interest rates on our fixed rate mortgage notes payable varied from 2.80 % to 6.63 %.

(2) As of September 30, 2023, we had 43 mortgage notes payable with maturity dates ranging from January 1, 2024 through August 1, 2037.

(3) The weighted average interest rate on the mortgage notes outstanding as of September 30, 2023 was approximately 4.20 %.

(4) As of September 30, 2023, Secured Overnight Financing Rate (“SOFR”) was approximately 5.31 %.

(5) The weighted average interest rate on all debt outstanding as of September 30, 2023 was approximately 5.70 %.

(6) The amount we may draw under our Credit Facility is based on a percentage of the fair value of a combined pool of 82 unencumbered properties as of September 30, 2023.

N/A - Not Applicable

Mortgage Notes Payable

As of June 30, 2023, we had 43 mortgage notes payable, collateralized by a total of 49 properties with a net book value of $ 536.9 million.

As of September 30, 2023, we had 43 mortgage notes payable, collateralized by a total of 49 properties with a net book value of $ 496.5 million.

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

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

As of June 30, 2023, we did not have any mortgages subject to recourse.

As of September 30, 2023, we did not have any mortgages subject to recourse.

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

During the six months ended June 30, 2023, we repaid one mortgage, collateralized by one property, which is summarized in the table below (dollars in thousands):

During the nine months ended September 30, 2023, we repaid four mortgages, collateralized by four properties, which are summarized in the table below (dollars in thousands):

Fixed Rate Debt Repaid Interest Rate on Fixed Rate Debt Repaid

$ 46,530 4.78 %

During the six months ended June 30, 2023, we extended the maturity date of one mortgage, collateralized by one property, which is summarized in the table below (dollars in thousands):

During the nine months ended September 30, 2023, we issued three mortgages, collateralized by three properties, which are summarized in the table below (dollars in thousands):

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

$ 9,000 6.10 %

During the nine months ended September 30, 2023, we extended the maturity date of one mortgage, collateralized by one property, which is summarized in the table below (dollars in thousands):

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

$ 8,769 6.50 % 1.0 year

We made payments of $ 0.05 million and $ 0.12 million for deferred financing costs during the three and six months ended June 30, 2023.

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

Scheduled principal payments of mortgage notes payable for the six months ending December 31, 2023, and each of the five succeeding fiscal years and thereafter are as follows (dollars in thousands):

We made payments of $ 0.3 million and $ 0.4 million for deferred financing costs during the three and nine months ended September 30, 2023.

We made payments of $ 5.6 million and $ 6.2 million for deferred financing costs during the three and nine months ended September 30, 2022.

Scheduled principal payments of mortgage notes payable for the three months ending December 31, 2023, and each of the five succeeding fiscal years and thereafter are as follows (dollars in thousands):

Year Scheduled Principal Payments

Six Months Ending December 31, 2023 $ 50,163

Three Months Ending December 31, 2023 $ 11,995

Thereafter 69,345

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

At June 30, 2023 and December 31, 2022, our interest rate cap agreements and interest rate swaps were valued using Level 2 inputs.

At September 30, 2023 and December 31, 2022, 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 June 30, 2023 and December 31, 2022 (dollars in thousands):

June 30, 2023 December 31, 2022

During the next 12 months, we estimate that an additional $ 6.9 million will be reclassified out of accumulated other comprehensive income into interest expense in our condensed consolidated statements of operations and comprehensive income, as a reduction to interest expense.

The following table summarizes the interest rate caps at September 30, 2023 and December 31, 2022 (dollars in thousands):

September 30, 2023 December 31, 2022

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

$ 141 (1) $ 65,000 $ 1,340 $ 225,000 $ 4,629

(1) We have entered into various interest rate cap agreements on variable rate debt with LIBOR caps ranging from 1.49 % to 2.50 %.

(1) We have entered into various interest rate cap agreements on variable rate debt with SOFR caps ranging from 1.49 % to 1.75 %.

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

2 unchanged sentences

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, 2023 and December 31, 2022 (dollars in thousands):

June 30, 2023 December 31, 2022

The following table summarizes our interest rate swaps at September 30, 2023 and December 31, 2022 (dollars in thousands):

September 30, 2023 December 31, 2022

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 (loss) gain, net, recognized in Comprehensive Income

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

Amount of gain, net, recognized in Comprehensive Income

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

2023 2022 2023 2022

5 unchanged sentences

Amount reclassified out of Accumulated Other Comprehensive Income

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

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

2023 2022 2023 2022

3 unchanged sentences

Asset (Liability) Derivatives Fair Value at

Derivatives Designated as Hedging Instruments Balance Sheet Location June 30, 2023 December 31, 2022

Derivatives Designated as Hedging Instruments Balance Sheet Location September 30, 2023 December 31, 2022

Interest rate caps Other assets $ 1,340 $ 4,629

2 unchanged sentences

Total derivative liabilities, net $ 18,355 $ 11,996

The fair value of all mortgage notes payable outstanding as of June 30, 2023 was $ 323.2 million, as compared to the carrying value stated above of $ 348.4 million.

The fair value is calculated based on a discounted cash flow analysis, using management’s

estimate of market interest rates on long-term debt with comparable terms and loan to value ratios.

The fair value of all mortgage notes payable outstanding as of September 30, 2023 was $ 273.2 million, as compared to the carrying value stated above of $ 311.0 million.

The fair value is calculated based on a discounted cash flow analysis, using management’s estimate of market interest rates on long-term debt with comparable terms and loan to value ratios.

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

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

As of June 30, 2023, 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 net proceeds of the transaction were used to repay the then-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 June 30, 2023, there was $ 408.5 million outstanding under our Credit Facility, at a weighted average interest rate of approximately 6.54 %, and $ 14.4 million outstanding under letters of credit, at a weighted average interest rate of 1.50 %.

As of June 30, 2023, the maximum additional amount we could draw under the Credit Facility was $ 70.3 million.

We were in compliance with all covenants under the Credit Facility as of June 30, 2023.

The amount outstanding under the Credit Facility approximates fair value as of June 30, 2023.

As of September 30, 2023, there was $ 441.0 million outstanding under our Credit Facility, at a weighted average interest rate of approximately 6.77 %, and $ 2.9 million outstanding under letters of credit, at a weighted average interest rate of 1.50 %.

As of September 30, 2023, the maximum additional amount we could draw under the Credit Facility was $ 44.9 million.

We were in compliance with all covenants under the Credit Facility as of September 30, 2023.

The amount outstanding under the Credit Facility approximates fair value as of September 30, 2023.

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 six months ending December 31, 2023 and each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands):

Future minimum rental payments due under the terms of these leases for the three months ending December 31, 2023 and each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands):

Year Future Lease Payments Due Under Operating Leases

Six Months Ending December 31, 2023 $ 247

Three Months Ending December 31, 2023 $ 124

Thereafter 5,790

2 unchanged sentences

Present value of lease payments $ 5,148

Rental expense incurred for properties with ground lease obligations during the three and six months ended June 30, 2023 was $ 0.1 million and $ 0.2 million, respectively, and during the three and six months ended June 30, 2022 was $ 0.1 million and $ 0.2 million, respectively.

Rental expense incurred for properties with ground lease obligations during the three and nine months ended September 30, 2023 was $ 0.1 million and $ 0.3 million, respectively, and during the three and nine months ended September 30, 2022 was $ 0.1 million and $ 0.3 million, respectively.

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

1 unchanged sentence

Letters of Credit

As of June 30, 2023, there was $ 14.4 million outstanding under letters of credit.

As of September 30, 2023, there was $ 2.9 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 and six months ended June 30, 2023 and 2022 (in thousands):

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

The following table summarizes the changes in our equity for the three and nine months ended September 30, 2023 and 2022 (in thousands):

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

2023 2022 2023 2022

10 unchanged sentences

Issuance of Series F preferred stock, net — — — 1

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

Balance, end of period $ 1 $ 1 $ 1 $ 1

33 unchanged sentences

Distributions declared to Non-controlling OP Unit holders ( 117 ) ( 114 ) ( 352 ) ( 307 )

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

Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership 53 ( 1,613 ) 103 ( 1,396 )

Net loss attributable to OP units held by Non-controlling OP Unitholders ( 73 ) ( 10 ) ( 81 ) ( 8 )

Net income (loss) available (attributable) to OP units held by Non-controlling OP Unitholders 3 ( 4 ) ( 78 ) ( 12 )

Balance, end of period $ 1,463 $ 1,938 $ 1,463 $ 1,938

1 unchanged sentence

Distributions

We paid the following distributions per share for the three and six months ended June 30, 2023 and 2022:

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

We paid the following distributions per share for the three and nine months ended September 30, 2023 and 2022:

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

2023 2022 2023 2022

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Common Stock ATM Programs

During the six months ended June 30, 2023, we sold 0.2 million shares of common stock, raising approximately $ 4.0 million in net proceeds under our At-the-Market Equity Offering Sales Agreement 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 unchanged sentence

The amendment permitted shares of common stock to be issued pursuant to the Prior Common Stock Sales Agreement under the 2020 Registration Statement, and future registration statements on Form S-3 (the “Prior Common Stock ATM Program”).

During the nine months ended September 30, 2023, we sold 0.2 million shares of common stock, raising approximately $ 4.0 million in net proceeds under our At-the-Market Equity Offering Sales Agreement 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”).

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

3 unchanged sentences

In connection with the 2023 Common Stock Sales Agreement, we filed prospectus supplements dated March 3, 2023 and March 7, 2023, to the prospectus dated November 23, 2022, with the SEC, for the offer and sale of an aggregate offering amount of up to $ 250.0 million of common stock.

During the six months ended June 30, 2023, we did not sell any shares of common stock under the 2023 Common Stock Sales Agreement.

During the six months ended June 30, 2023, we repurchased $ 1.0 million worth of our common stock through our common stock repurchase program.

During the nine months ended September 30, 2023, we did not sell any shares of common stock under the 2023 Common Stock Sales Agreement.

Common Stock Buyback Program

During the nine months ended September 30, 2023, we repurchased $ 1.0 million worth of our common stock through our common stock repurchase program.

Mezzanine Equity

7 unchanged sentences

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

We did not sell any shares of our Series E Preferred Stock pursuant to the Series E Preferred Stock Sales Agreement during the six months ended June 30, 2023.

However, we terminated the Series E Preferred Stock Sales Agreement effective as of February 10, 2023.

We did not sell any shares of our Series E Preferred Stock pursuant to the Series E Preferred Stock Sales Agreement during the nine months ended September 30, 2023.

However, we terminated the agreement effective as of February 10, 2023.

Universal Shelf Registration Statements

9 unchanged sentences

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 188,919 shares of our Series F Preferred Stock, raising $ 4.3 million in net proceeds, during the six months ended June 30, 2023.

We sold 229,677 shares of our Series F Preferred Stock, raising $ 5.2 million in net proceeds, during the nine months ended September 30, 2023.

Non-controlling Interest in Operating Partnership

As of June 30, 2023 and December 31, 2022, we owned approximately 99.0 % and 99.0 %, re spectively, of the outstanding OP Units.

As of September 30, 2023 and December 31, 2022, we owned approximately 99.0 % and 99.0 %, re spectively, of the outstanding OP Units.

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

As of June 30, 2023 and December 31, 2022, there were 391,468 and 391,468 outstanding OP Units held by Non-controlling OP Unitholders, respectively.

As of September 30, 2023 and December 31, 2022, there were 391,468 and 391,468 outstanding OP Units held by Non-controlling OP Unitholders, respectively.

Revision of Previously Issued Financial Statements

As discussed in Note 1, the Company identified errors in its calculation of the depreciation of tenant funded improvement assets at a number of its properties.

Operations and Comprehensive Income, Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Cash Flows and the Stockholders’ Equity tables for periods presented below, which were presented in previously filed Quarterly Reports on Form 10-Q, is as follows:

Condensed Consolidated Statements of Operations and Comprehensive Income

Three Months Ended June 30, 2021 Six Months Ended June 30, 2021

As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised

Operating expenses

Depreciation and amortization $ 14,191 $ ( 42 ) $ 14,149 $ 30,901 $ ( 1,084 ) $ 29,817

Total operating expense before incentive fee waiver $ 25,003 $ ( 42 ) $ 24,961 $ 51,905 $ ( 1,084 ) $ 50,821

Total operating expenses $ 24,987 $ ( 42 ) $ 24,945 $ 51,889 $ ( 1,084 ) $ 50,805

Net income $ 2,121 $ 42 $ 2,163 $ 2,160 $ 1,084 $ 3,244

Net income available to the Company $ 2,142 $ 42 $ 2,184 $ 2,223 $ 1,084 $ 3,307

Net loss attributable to common stockholders $ ( 3,032 ) $ 42 $ ( 2,990 ) $ ( 5,985 ) $ 1,084 $ ( 4,901 )

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

Loss attributable to common shareholders $ ( 0.08 ) $ — $ ( 0.08 ) $ ( 0.17 ) $ 0.03 $ ( 0.14 )

Comprehensive income

Net income $ 2,121 $ 42 $ 2,163 $ 2,160 $ 1,084 $ 3,244

Total comprehensive income available to the Company $ 1,422 $ 42 $ 1,464 $ 3,927 $ 1,084 $ 5,011

Condensed Consolidated Statements of Operations and Comprehensive Income

Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021

As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised

Operating expenses

Depreciation and amortization $ 14,760 $ ( 39 ) $ 14,721 $ 45,661 $ ( 1,123 ) $ 44,538

Total operating expense before incentive fee waiver $ 25,498 $ ( 39 ) $ 25,459 $ 77,404 $ ( 1,123 ) $ 76,281

Total operating expenses $ 25,498 $ ( 39 ) $ 25,459 $ 77,388 $ ( 1,123 ) $ 76,265

Net income $ 4,498 $ 39 $ 4,537 $ 6,657 $ 1,123 $ 7,780

Net income available to the Company $ 4,477 $ 39 $ 4,516 $ 6,699 $ 1,123 $ 7,822

Net income (loss) available (attributable) to common stockholders $ 1,439 $ 39 $ 1,478 $ ( 4,547 ) $ 1,123 $ ( 3,424 )

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

Income (loss) available (attributable) to common shareholders $ 0.04 $ — $ 0.04 $ ( 0.13 ) $ 0.03 $ ( 0.10 )

Comprehensive income

Net income $ 4,498 $ 39 $ 4,537 $ 6,657 $ 1,123 $ 7,780

Total comprehensive income available to the Company $ 4,898 $ 39 $ 4,937 $ 8,824 $ 1,123 $ 9,947

Consolidated Statements of Operations and Comprehensive Income

Year Ended December 31, 2021

As Previously Reported Adjustments As Revised

Operating expenses

Depreciation and amortization $ 60,311 $ ( 1,162 ) $ 59,149

Total operating expense before incentive fee waiver $ 102,816 $ ( 1,162 ) $ 101,654

Total operating expenses $ 102,800 $ ( 1,162 ) $ 101,638

Net income $ 9,733 $ 1,162 $ 10,895

Net income available to the Company $ 9,773 $ 1,162 $ 10,935

Net loss attributable to common stockholders $ ( 4,554 ) $ 1,162 $ ( 3,392 )

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

Loss attributable to common shareholders $ ( 0.12 ) $ 0.03 $ ( 0.09 )

Comprehensive income

Net income $ 9,733 $ 1,162 $ 10,895

Total comprehensive income available to the Company $ 12,627 $ 1,162 $ 13,789

Condensed Consolidated Statements of Operations and Comprehensive Income

Three Months Ended March 31, 2022

As Previously Reported Adjustments As Revised

Operating expenses

Depreciation and amortization $ 14,689 $ ( 51 ) $ 14,638

Total operating expenses $ 25,658 $ ( 51 ) $ 25,607

Net income $ 3,391 $ 51 $ 3,442

Net income available to the Company $ 3,389 $ 51 $ 3,440

Net income available to common stockholders $ 322 $ 51 $ 373

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

Income available to common shareholders $ 0.01 $ — $ 0.01

Comprehensive income

Net income $ 3,391 $ 51 $ 3,442

Total comprehensive income available to the Company $ 7,656 $ 51 $ 7,707

Condensed Consolidated Statements of Operations and Comprehensive Income

Three Months Ended June 30, 2022 Six Months Ended June 30, 2022

As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised

Operating expenses

Depreciation and amortization $ 15,219 $ ( 52 ) $ 15,167 $ 29,907 $ ( 103 ) $ 29,804

Total operating expense before incentive fee waiver $ 27,825 $ ( 52 ) $ 27,773 $ 53,482 $ ( 103 ) $ 53,379

Total operating expenses $ 27,825 $ ( 52 ) $ 27,773 $ 53,482 $ ( 103 ) $ 53,379

Net income $ 1,572 $ 52 $ 1,624 $ 4,965 $ 103 $ 5,068

Net income available to the Company $ 1,582 $ 52 $ 1,634 $ 4,973 $ 103 $ 5,076

Net loss attributable to common stockholders $ ( 1,499 ) $ 52 $ ( 1,447 ) $ ( 1,175 ) $ 103 $ ( 1,072 )

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

Loss attributable to common shareholders $ ( 0.04 ) $ — $ ( 0.04 ) $ ( 0.03 ) $ — $ ( 0.03 )

Comprehensive income

Net income $ 1,572 $ 52 $ 1,624 $ 4,965 $ 103 $ 5,068

Total comprehensive income available to the Company $ 4,185 $ 52 $ 4,237 $ 11,843 $ 103 $ 11,946

A summary of the corrections to the impacted financial statement line items in the Company’s previously issued Consolidated Statements of Operations and Comprehensive Income, Consolidated Statements of Cash Flows and Consolidated Statements of Equity for the quarter ended September 30, 2022, and Consolidated Balance Sheets for the year ended December 31, 2022 included in previously filed Annual Reports on Form 10-K and Condensed Consolidated Statements of Operations and Comprehensive Income, Condensed Consolidated Statements of Cash Flows and the Stockholders’ Equity tables for periods presented below, which were presented in previously filed Quarterly Reports on Form 10-Q, is as follows:

Condensed Consolidated Statements of Operations and Comprehensive Income

13 unchanged sentences

Total comprehensive income available to the Company $ 9,291 $ 290 $ 9,581 $ 21,131 $ 393 $ 21,524

Consolidated Statements of Operations and Comprehensive Income

Year Ended December 31, 2022

As Previously Reported Adjustments As Revised

Operating expenses

Depreciation and amortization $ 61,664 $ ( 1,510 ) $ 60,154

Total operating expense before incentive fee waiver $ 117,758 $ ( 1,510 ) $ 116,248

Total operating expenses $ 117,758 $ ( 1,510 ) $ 116,248

Net income $ 9,272 $ 1,510 $ 10,782

Net income available to the Company $ 9,295 $ 1,510 $ 10,805

Net loss attributable to common stockholders $ ( 3,039 ) $ 1,510 $ ( 1,529 )

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

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

Comprehensive income

Net income $ 9,272 $ 1,510 $ 10,782

Total comprehensive income available to the Company $ 21,410 $ 1,510 $ 22,920

Condensed Consolidated Statements of Operations and Comprehensive Income

Three Months Ended March 31, 2023

As Previously Reported Adjustments As Revised

Operating expenses

Depreciation and amortization $ 15,474 $ ( 770 ) $ 14,704

Total operating expenses $ 25,434 $ ( 770 ) $ 24,664

Net income $ 2,397 $ 770 $ 3,167

Net income available to the Company $ 2,404 $ 770 $ 3,174

Net loss attributable to common stockholders $ ( 729 ) $ 770 $ 41

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

Loss attributable to common shareholders $ ( 0.02 ) $ 0.02 $ —

Comprehensive income

Net income $ 2,397 $ 770 $ 3,167

Total comprehensive loss attributable to the Company $ ( 3,491 ) $ 770 $ ( 2,721 )

Condensed Consolidated Balance Sheets

As of June 30, 2021

As Previously Reported Adjustments As Revised

accumulated depreciation $ 249,797 $ 464 $ 250,261

Total real estate, net $ 902,505 $ ( 464 ) $ 902,041

TOTAL ASSETS $ 1,089,224 $ ( 464 ) $ 1,088,760

Distributions in excess of accumulated earnings $ ( 442,122 ) $ ( 464 ) $ ( 442,586 )

TOTAL STOCKHOLDERS' EQUITY $ 203,386 $ ( 464 ) $ 202,922

TOTAL EQUITY $ 204,724 $ ( 464 ) $ 204,260

TOTAL LIABILITIES, MEZZANINE EQUITY AND EQUITY $ 1,089,224 $ ( 464 ) $ 1,088,760

Condensed Consolidated Balance Sheets

As of September 30, 2021

As Previously Reported Adjustments As Revised

accumulated depreciation $ 257,050 $ 425 $ 257,475

Total real estate, net $ 915,498 $ ( 425 ) $ 915,073

TOTAL ASSETS $ 1,104,794 $ ( 425 ) $ 1,104,369

Distributions in excess of accumulated earnings $ ( 454,494 ) $ ( 425 ) $ ( 454,919 )

TOTAL STOCKHOLDERS' EQUITY $ 200,259 $ ( 425 ) $ 199,834

TOTAL EQUITY $ 201,542 $ ( 425 ) $ 201,117

TOTAL LIABILITIES, MEZZANINE EQUITY AND EQUITY $ 1,104,794 $ ( 425 ) $ 1,104,369

Consolidated Balance Sheets

3 unchanged sentences

Total real estate, net $ 1,000,303 $ 844 $ 1,001,147

TOTAL ASSETS $ 1,143,352 $ ( 385 ) $ 1,142,967

Distributions in excess of accumulated earnings $ ( 468,523 ) $ ( 385 ) $ ( 468,908 )

TOTAL STOCKHOLDERS' EQUITY $ 201,303 $ ( 385 ) $ 200,918

TOTAL EQUITY $ 202,562 $ ( 385 ) $ 202,177

TOTAL LIABILITIES, MEZZANINE EQUITY AND EQUITY $ 1,143,352 $ ( 385 ) $ 1,142,967

Condensed Consolidated Balance Sheets

As of March 31, 2022

As Previously Reported Adjustments As Revised

accumulated depreciation $ 276,612 $ 334 $ 276,946

Total real estate, net $ 964,316 $ ( 334 ) $ 963,982

TOTAL ASSETS $ 1,154,409 $ ( 334 ) $ 1,154,075

Distributions in excess of accumulated earnings $ ( 482,493 ) $ ( 334 ) $ ( 482,827 )

TOTAL STOCKHOLDERS' EQUITY $ 213,262 $ ( 334 ) $ 212,928

TOTAL EQUITY $ 214,570 $ ( 334 ) $ 214,236

TOTAL LIABILITIES, MEZZANINE EQUITY AND EQUITY $ 1,154,409 $ ( 334 ) $ 1,154,075

Condensed Consolidated Balance Sheets

As of June 30, 2022

As Previously Reported Adjustments As Revised

accumulated depreciation $ 279,331 $ 282 $ 279,613

Total real estate, net $ 981,091 $ ( 282 ) $ 980,809

TOTAL ASSETS $ 1,193,389 $ ( 282 ) $ 1,193,107

Distributions in excess of accumulated earnings $ ( 498,574 ) $ ( 282 ) $ ( 498,856 )

TOTAL STOCKHOLDERS' EQUITY $ 212,620 $ ( 282 ) $ 212,338

TOTAL EQUITY $ 213,895 $ ( 282 ) $ 213,613

TOTAL LIABILITIES, MEZZANINE EQUITY AND EQUITY $ 1,193,389 $ ( 282 ) $ 1,193,107

Condensed Consolidated Balance Sheets

As of September 30, 2022

As Previously Reported Adjustments As Revised

accumulated depreciation $ 284,802 $ ( 7 ) $ 284,795

Total real estate, net $ 994,653 $ 7 $ 994,660

TOTAL ASSETS $ 1,209,668 $ 7 $ 1,209,675

Distributions in excess of accumulated earnings $ ( 514,057 ) $ 7 $ ( 514,050 )

TOTAL STOCKHOLDERS' EQUITY $ 215,448 $ 7 $ 215,455

TOTAL EQUITY $ 217,386 $ 7 $ 217,393

TOTAL LIABILITIES, MEZZANINE EQUITY AND EQUITY $ 1,209,668 $ 7 $ 1,209,675

Consolidated Balance Sheets

As of December 31, 2022

As Previously Reported Adjustments As Revised

accumulated depreciation $ 286,994 $ ( 844 ) $ 286,150

Total real estate, net $ 1,000,303 $ 844 $ 1,001,147

Real estate and related assets held for sale $ 3,013 $ 280 $ 3,293

4 unchanged sentences

TOTAL LIABILITIES, MEZZANINE EQUITY AND EQUITY $ 1,201,509 $ 1,124 $ 1,202,633

Condensed Consolidated Balance Sheets

As of March 31, 2023

As Previously Reported Adjustments As Revised

accumulated depreciation $ 294,773 $ ( 644 ) $ 294,129

Total real estate, net $ 990,766 $ 644 $ 991,410

Real estate and related assets held for sale $ 4,722 $ 1,251 $ 5,973

TOTAL ASSETS $ 1,186,583 $ 1,895 $ 1,188,478

Distributions in excess of accumulated earnings $ ( 542,937 ) $ 1,895 $ ( 541,042 )

TOTAL STOCKHOLDERS' EQUITY $ 188,987 $ 1,895 $ 190,882

TOTAL EQUITY $ 190,628 $ 1,895 $ 192,523

TOTAL LIABILITIES, MEZZANINE EQUITY AND EQUITY $ 1,186,583 $ 1,895 $ 1,188,478

Stockholders’ Equity

Three Months Ended June 30, 2021 Six Months Ended June 30, 2021

As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised

Distributions in Excess of Accumulated Earnings

Balance, beginning of period $ ( 425,422 ) $ ( 506 ) $ ( 425,928 ) $ ( 409,041 ) $ ( 1,548 ) $ ( 410,589 )

Net income attributable to the Company 2,142 42 2,184 2,223 1,084 3,307

Balance, end of period $ ( 442,122 ) $ ( 464 ) $ ( 442,586 ) $ ( 442,122 ) $ ( 464 ) $ ( 442,586 )

Total Stockholders' Equity

Balance, beginning of period $ 211,747 $ ( 506 ) $ 211,241 $ 213,183 $ ( 1,548 ) $ 211,635

Net income attributable to the Company 2,142 42 2,184 2,223 1,084 3,307

Balance, end of period $ 203,386 $ ( 464 ) $ 202,922 $ 203,386 $ ( 464 ) $ 202,922

Total Equity $ 204,724 $ ( 464 ) $ 204,260 $ 204,724 $ ( 464 ) $ 204,260

Stockholders’ Equity

Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022

9 unchanged sentences

Total Equity $ 217,386 $ 7 $ 217,393 $ 217,386 $ 7 $ 217,393

Consolidated Statements of Equity

As of December 31, 2021

Distributions in Excess of Accumulated Earnings Total Stockholders' Equity Total Equity

As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised

Balance at December 31, 2020 $ ( 409,041 ) $ ( 1,548 ) $ ( 410,589 ) $ 213,183 $ ( 1,548 ) $ 211,635 $ 216,037 $ ( 1,548 ) $ 214,489

Net income 9,773 1,162 10,935 9,773 1,162 10,935 9,733 1,162 10,895

Balance at December 31, 2021 $ ( 468,523 ) $ ( 385 ) $ ( 468,908 ) $ 201,303 $ ( 385 ) $ 200,918 $ 202,562 $ ( 385 ) $ 202,177

Stockholders’ Equity

Three Months Ended March 31, 2022

As Previously Reported Adjustments As Revised

Distributions in Excess of Accumulated Earnings

Balance, beginning of period $ ( 468,523 ) $ ( 385 ) $ ( 468,908 )

Net income attributable to the Company 3,389 51 3,440

Balance, end of period $ ( 482,493 ) $ ( 334 ) $ ( 482,827 )

Total Stockholders' Equity

Balance, beginning of period $ 201,303 $ ( 385 ) $ 200,918

Net income attributable to the Company 3,389 51 3,440

Balance, end of period $ 213,262 $ ( 334 ) $ 212,928

Total Equity $ 214,570 $ ( 334 ) $ 214,236

Stockholders’ Equity

Three Months Ended June 30, 2022 Six Months Ended June 30, 2022

As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised

Distributions in Excess of Accumulated Earnings

Balance, beginning of period $ ( 482,493 ) $ ( 334 ) $ ( 482,827 ) $ ( 468,523 ) $ ( 385 ) $ ( 468,908 )

Net income attributable to the Company 1,582 52 1,634 4,973 103 5,076

Balance, end of period $ ( 498,574 ) $ ( 282 ) $ ( 498,856 ) $ ( 498,574 ) $ ( 282 ) $ ( 498,856 )

Total Stockholders' Equity

Balance, beginning of period $ 213,262 $ ( 334 ) $ 212,928 $ 201,303 $ ( 385 ) $ 200,918

Net income attributable to the Company 1,582 52 1,634 4,973 103 5,076

Balance, end of period $ 212,620 $ ( 282 ) $ 212,338 $ 212,620 $ ( 282 ) $ 212,338

Total Equity $ 213,895 $ ( 282 ) $ 213,613 $ 213,895 $ ( 282 ) $ 213,613

Stockholders’ Equity

Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022

As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised

Distributions in Excess of Accumulated Earnings

Balance, beginning of period $ ( 498,574 ) $ ( 282 ) $ ( 498,856 ) $ ( 468,523 ) $ ( 385 ) $ ( 468,908 )

Net income attributable to the Company 2,501 290 2,791 7,471 393 7,864

Balance, end of period $ ( 514,057 ) $ 7 $ ( 514,050 ) $ ( 514,057 ) $ 7 $ ( 514,050 )

Total Stockholders' Equity

Balance, beginning of period $ 212,620 $ ( 282 ) $ 212,338 $ 201,303 $ ( 385 ) $ 200,918

Net income attributable to the Company 2,501 290 2,791 7,471 393 7,864

Balance, end of period $ 215,448 $ 7 $ 215,455 $ 215,448 $ 7 $ 215,455

Total Equity $ 217,386 $ 7 $ 217,393 $ 217,386 $ 7 $ 217,393

Consolidated Statements of Equity

As of December 31, 2022

Distributions in Excess of Accumulated Earnings Total Stockholders' Equity Total Equity

As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised

Balance at December 31, 2021 $ ( 468,523 ) $ ( 385 ) $ ( 468,908 ) $ 201,303 $ ( 385 ) $ 200,918 $ 202,562 $ ( 385 ) $ 202,177

Net income 9,295 1,510 10,805 9,295 1,510 10,805 9,272 1,510 10,782

Balance at December 31, 2022 $ ( 530,228 ) $ 1,124 $ ( 529,104 ) $ 202,780 $ 1,124 $ 203,904 $ 204,570 $ 1,124 $ 205,694

Stockholders’ Equity

Three Months Ended March 31, 2023

As Previously Reported Adjustments As Revised

Distributions in Excess of Accumulated Earnings

Balance, beginning of period $ ( 530,228 ) $ 1,124 $ ( 529,104 )

Net income attributable to the Company 2,404 770 3,174

Balance, end of period $ ( 542,937 ) $ 1,895 $ ( 541,042 )

Total Stockholders' Equity

Balance, beginning of period $ 202,780 $ 1,124 $ 203,904

Net income attributable to the Company 2,404 770 3,174

Balance, end of period $ 188,987 $ 1,895 $ 190,882

Total Equity $ 190,628 $ 1,895 $ 192,523

Condensed Consolidated Statements of Cash Flows

Six Months Ended June 31, 2021

As Previously Reported Adjustments As Revised

Cash flows from operating activities:

Net income $ 2,160 $ 1,084 $ 3,244

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 30,901 ( 1,084 ) 29,817

Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2022

4 unchanged sentences

Depreciation and amortization 45,672 ( 393 ) 45,279

Consolidated Statements of Cash Flows

Year Ended December 31, 2021

As Previously Reported Adjustments As Revised

Cash flows from operating activities:

Net income $ 9,733 $ 1,162 $ 10,895

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 60,311 ( 1,162 ) 59,149

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31, 2022

As Previously Reported Adjustments As Revised

Cash flows from operating activities:

Net income $ 3,391 $ 51 $ 3,442

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 14,689 ( 51 ) 14,638

Condensed Consolidated Statements of Cash Flows

Six Months Ended June 31, 2022

As Previously Reported Adjustments As Revised

Cash flows from operating activities:

Net income $ 4,965 $ 103 $ 5,068

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 29,907 ( 103 ) 29,804

Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2022

As Previously Reported Adjustments As Revised

Cash flows from operating activities:

Net income $ 7,459 $ 393 $ 7,852

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 45,672 ( 393 ) 45,279

Consolidated Statements of Cash Flows

Year Ended December 31, 2022

As Previously Reported Adjustments As Revised

Cash flows from operating activities:

Net income $ 9,272 $ 1,510 $ 10,782

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 61,664 ( 1,510 ) 60,154

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31, 2023

As Previously Reported Adjustments As Revised

Cash flows from operating activities:

Net income $ 2,397 $ 770 $ 3,167

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 15,474 ( 770 ) 14,704

Subsequent Events

Distributions

On July 11, 2023, our Board of Directors declared the following monthly distributions for the months of July, August and September of 2023:

On October 10, 2023, our Board of Directors declared the following monthly distributions for the months of October, November and December of 2023:

Record Date Payment Date Common Stock and Non-controlling OP Unit Distributions per Share Series E Preferred Distributions per Share Series G Preferred Distributions per Share

July 21, 2023 July 31, 2023 $ 0.10 $ 0.138021 $ 0.125

August 23, 2023 August 31, 2023 0.10 0.138021 0.125

September 21, 2023 September 29, 2023 0.10 0.138021 0.125

October 20, 2023 October 31, 2023 $ 0.10 $ 0.138021 $ 0.125

November 20, 2023 November 30, 2023 0.10 0.138021 0.125

December 18, 2023 December 29, 2023 0.10 0.138021 0.125

$ 0.30 $ 0.414063 $ 0.375

2 unchanged sentences

Payment Date Distribution per Share

July August 4, 2023 $ 0.0875

August September 6, 2023 0.0875

September October 5, 2023 0.0875

October November 3, 2023 $ 0.0875

November December 5, 2023 0.0875

December January 5, 2024 0.0875

Series F Preferred Stock Distributions

Record Date Payment Date Distribution per Share

July 27, 2023 August 4, 2023 $ 0.125

August 28, 2023 September 6, 2023 0.125

September 27, 2023 October 5, 2023 0.125

October 25, 2023 November 3, 2023 $ 0.125

November 28, 2023 December 5, 2023 0.125

December 27, 2023 January 5, 2024 0.125

Equity Activity

Subsequent to June 30, 2023 and through August 8, 2023, we raised $ 0.8 million in net proceeds from the sale of 33,198 shares of Series F Preferred Stock.

Subsequent to September 30, 2023 and through November 6, 2023, we raised $ 0.1 million in net proceeds from the sale of 4,318 shares of Series F Preferred Stock.

Acquisition Activity

On July 10, 2023, we purchased a 7,714 square foot medical office property in Dallas Fort Worth, Texas for $ 2.9 million.

This property is fully leased to one tenant on a 10 -year lease.

On July 28, 2023 we purchased a 100,000 square foot industrial property in Cedar Hill, Texas for $ 9.1 million.

This property is fully leased to one tenant on a 20 -year lease.

On October 12, 2023, we purchased a 69,920 square foot industrial property in Allentown, Pennsylvania for $ 7.8 million.

The property is fully leased to one tenant on a 20-year lease.

On November 3, 2023, we purchased a 67,709 square foot industrial property in Indianapolis, Indiana for $ 4.5 million.

The property is fully leased to one tenant on a 20-year lease.

Sale Activity

On July 27, 2023 we sold our 26,080 square foot office property in Pittsburgh, Pennsylvania for $ 6.8 million.

We realized a $ 3.6 million gain on sale.

On October 2, 2023, we sold our 146,483 square foot office property in Columbia, South Carolina for $ 7.0 million.

We realized a $ 2.9 million gain on sale, net.

Financing Activity

On July 28, 2023 we repaid $ 6.8 million in fixed rate mortgage debt, collateralized by one property, at an interest rate of 5.00 %.

On August 4, 2023 we repaid $ 28.9 million in fixed rate mortgage debt, collateralized by one property, at an interest rate of 4.81 %.

On October 2, 2023, we repaid $ 9.0 million in fixed rate debt, collateralized by one property, at an interest rate of 4.04 %.

We realized a $ 2.8 million gain on debt extinguishment.

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