What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-02-21 compared with 2023-02-22 · 309 added, 224 removed, 1118 unchanged (32% of the section changed)

46 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment Assessment of Real Estate – Undiscounted Future Cash Flows

Real Estate Impairment Evaluation – 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 $0.9 billion as of December 31, 2023.

During 2023, the Company recognized an impairment charge of $19.3 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.

Management periodically reviews the carrying value of each property to determine if circumstances indicate impairment in 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 amount of such property is recoverable.

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.

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.

The principal considerations for our determination that performing procedures relating to the undiscounted future cash flows used in the real estate impairment evaluation is a critical audit matter are (i) the significant judgment by management when developing the projection of the undiscounted future cash flows and (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the cap rates, market rental rates and expected holding period assumptions.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s impairment assessment of real estate, including controls over the projection of undiscounted future cash flows.

These procedures also included, among others (i) testing management’s process for determining the projection of undiscounted future cash flows;

(ii) evaluating the appropriateness of the model;

(iii) testing the completeness and accuracy of underlying data used in the model;

and (iv) evaluating the reasonableness of the cap rates, market rental rates and expected holding period assumptions.

Evaluating management’s assumptions related to the cap rates, market rental rates and expected holding period involved evaluating whether the assumptions were reasonable considering the consistency with external market and industry data and evidence obtained in other areas of the audit.

These procedures included testing the effectiveness of controls relating to management’s real estate impairment evaluation, including controls over the projection of the undiscounted future cash flows.

These procedures also included, among others (i) testing management’s process for developing the projection of the undiscounted future cash flows;

(ii) evaluating the appropriateness of the undiscounted cash flow model;

(iii) testing the completeness and accuracy of underlying data used in the undiscounted cash flow model;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to cap rates, market rental rates and expected holding periods.

Evaluating management’s assumptions related to the cap rates, market rental rates and expected holding period involved evaluating whether the assumptions used by management were reasonable considering (i) the consistency with external market and industry data and (ii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

/s/ PricewaterhouseCoopers LLP

Washington, DC

Washington, District of Columbia

February 21, 2024

24 unchanged sentences

Accounts payable and accrued expenses 13,588 9,606

Liabilities related to assets held for sale 676 —

Due to Adviser and Administrator (1) 2,556 3,356

49 unchanged sentences

Interest expense $ ( 37,330 ) $ ( 32,457 ) $ ( 26,887 )

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

Gain on sale of real estate, net 7,737 10,052 ( 1,148 )

Gain on debt extinguishment, net 2,830 — —

Other income 204 454 2,880

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

Total other (expense), net $ ( 26,559 ) $ ( 21,951 ) $ ( 25,155 )

Net income $ 4,922 $ 10,782 $ 10,895

Net loss (income) attributable (available) to OP Units held by Non-controlling OP Unitholders 23 40 ( 47 )

Net income attributable to the Company $ 9,295 $ 9,773 $ 14,938

Net loss attributable to OP Units held by Non-controlling OP Unitholders 63 23 40

Net income available to the Company $ 4,985 $ 10,805 $ 10,935

Distributions attributable to Series D, E, F, and G preferred stock ( 12,285 ) ( 11,903 ) ( 11,488 )

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Gain on repurchase of Series G preferred stock 3 37 —

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

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

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

Net loss attributable to common stockholders $ ( 7,738 ) $ ( 1,529 ) $ ( 3,392 )

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

Loss attributable to common stockholders $ ( 0.19 ) $ ( 0.04 ) $ ( 0.09 )

Weighted average shares of common stock outstanding

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Change in unrealized gain related to interest rate hedging instruments, net $ ( 4,853 ) $ 12,115 $ 2,854

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

Other Comprehensive (loss) gain ( 4,853 ) 12,115 2,854

Net income $ 4,922 $ 10,782 $ 10,895

Comprehensive income $ 69 $ 22,897 $ 13,749

Comprehensive loss (income) attributable (available) to OP Units held by Non-controlling OP Unitholders 23 40 ( 47 )

Comprehensive loss attributable to OP Units held by Non-controlling OP Unitholders 63 23 40

Total comprehensive income available to the Company $ 132 $ 22,920 $ 13,789

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(Dollars in Thousands)

Series A and B Preferred Stock Series F Preferred Stock Common Stock Senior Common Stock Series A and B Preferred Stock Senior Common Stock Common Stock Series F Preferred Stock Additional Paid in Capital Accumulated Other Comprehensive Income Distributions in Excess of Accumulated Earnings Total Stockholders' Equity Non-Controlling Interest Total Equity

Series F Preferred Stock Common Stock Senior Common Stock Senior Common Stock Common Stock Series F Preferred Stock Additional Paid in Capital Accumulated Other Comprehensive Income Distributions in Excess of Accumulated Earnings Total Stockholders' Equity Non-Controlling Interest Total Equity

Balance at December 31, 2020 116,674 35,331,970 750,372 $ 1 $ 35 $ — $ 626,533 $ ( 4,345 ) $ ( 410,589 ) $ 211,635 $ 2,854 $ 214,489

Issuance of Series A and B preferred stock and common stock, net — 116,674 2,691,971 — — — 3 — 55,485 — — 55,488 — 55,488

Issuance of common stock and Series F preferred stock, net 306,246 1,771,277 — — 2 — 43,525 — — 43,527 — 43,527

Conversion of senior common stock to common stock — 124,301 ( 150,311 ) — — — — — — — — —

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

Distributions declared to common, senior common, preferred stockholders and Non-controlling OP Unit holders — — — — — — — — ( 67,114 ) ( 67,114 ) ( 479 ) ( 67,593 )

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 —

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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 ) —

3 unchanged sentences

Conversion of senior common stock to common stock — 18,114 ( 24,639 ) — — — — — — — — —

Retirement of senior common stock, net — — — — — — 52 — — 52 — 52

Distributions declared to common, senior common, preferred stockholders and Non-controlling OP Unit holders — — — — — — — — ( 60,649 ) ( 60,649 ) ( 457 ) ( 61,106 )

1 unchanged sentence

Reclassification into interest expense — — — — — — — 971 — 971 — 971

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

Redemptions of OP Units — 80,825 — — — — 1,040 — — 1,040 ( 1,040 ) —

Redemption of Series F preferred stock, net — — — — — — 477 — ( 11 ) 466 — 466

Repurchase of Series G preferred stock, net — — — — — — — — 3 3 — 3

Repurchase of common stock, net — ( 80,780 ) — — — — 998 — — 998 — 998

Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership — — — — — — ( 756 ) — — ( 756 ) 756 —

12 unchanged sentences

Impairment charge 19,296 12,092 —

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

Gain on debt extinguishment, net ( 2,830 ) — —

Gain on sale of real estate, net ( 7,737 ) ( 10,052 ) 1,148

Amortization of deferred financing costs 1,646 3,482 1,583

3 unchanged sentences

Amortization of right-of-use asset from operating leases and operating lease liabilities, net 27 29 43

Bad debt expense — — 56

Operating changes in assets and liabilities

(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 )

Decrease (increase) in other assets 1,483 ( 619 ) 602

Decrease in deferred rent receivable ( 3,161 ) ( 1,330 ) ( 2,900 )

(Decrease) increase in accounts payable and accrued expenses ( 11 ) 1,600 2,834

(Decrease) increase in amount due to Adviser and Administrator ( 800 ) ( 75 ) 471

11 unchanged sentences

Payments to tenants from reserves ( 1,518 ) ( 2,549 ) ( 3,761 )

Deposits on future acquisitions — — ( 300 )

Net cash used in investing activities $ ( 82,513 ) $ ( 94,777 ) $ ( 100,258 )

Net cash provided by (used in) investing activities $ 1,138 $ ( 82,513 ) $ ( 94,777 )

Cash flows from financing activities:

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Redemption of Series F preferred stock ( 488 ) ( 184 ) —

Retirement of Senior Common stock ( 52 ) —

Repurchase of Series G preferred stock ( 12 ) ( 176 ) —

Repurchase of common stock ( 998 ) —

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

6 unchanged sentences

Repayments on revolving credit facility ( 71,100 ) ( 122,050 ) ( 90,250 )

Increase (decrease) in security deposits 485 98 ( 22 )

Increase in security deposits 104 485 98

Distributions paid for common, senior common, preferred stock and Non-controlling OP Unitholders ( 60,620 ) ( 71,092 ) ( 67,592 )

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

Net cash (used in) provided by financing activities $ ( 61,362 ) $ 16,150 $ 21,753

Net increase (decrease) in cash, cash equivalents, and restricted cash $ 143 $ 2,814 $ ( 2,898 )

6 unchanged sentences

Capital improvements and leasing commissions included in accounts payable and accrued expenses $ 5,475 $ 1,632 $ 512

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

Unrealized (loss) gain related to interest rate hedging instruments, net $ ( 4,853 ) $ 12,115 $ 2,854

Increase in asset retirement obligation assumed in acquisition $ 95 $ 979 $ 600

34 unchanged sentences

Gladstone Commercial Partners, LLC, a subsidiary of ours, transferred its 1 % general partnership interest in the Operating Partnership to GCLP Business Trust II in exchange for 100 trust shares.

Revision of Previously Issued Financial Statements

In connection with the preparation of its financial statements for the second quarter of 2023, the Company identified errors in the calculation of depreciation of tenant funded improvement assets at a number of its properties.

The Company had depreciated these assets through a term that was different than their useful lives, the correction of which resulted in changes to depreciation expense, a non-cash amount, and net income.

The correction of these errors had an immaterial impact on the Incentive Fee for each period presented and had no impact on any other Advisory fees.

The identified errors were included in the Company's previously issued 2021 quarterly and annual financial statements, 2022 quarterly and annual financial statements, and quarterly financial statements for the three months ended March 31, 2023.

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 Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Income, Consolidated Statements of Equity, and Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021 to correct for such errors and these revisions are reflected in this Form 10-K.

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

A summary of the

corrections to the impacted financial statement line items to the Company’s previously issued Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Income, Consolidated Statements of Equity, and Consolidated Statements of Cash Flows for each affected period is presented in Note 9, “Revision of Previously Issued Financial Statements.”

Use of Estimates

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We expense costs of repairs and maintenance as such costs are incurred.

We compute depreciation using the straight-line method over the estimated useful life, or up to 39 years, for buildings and improvements, five to 20 years for equipment and fixtures, and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.

We generally compute depreciation using the straight-line method over the estimated useful life, or up to 39 years, for buildings, ten to 25 years for improvements, and the remaining lease term for tenant improvements.

Most properties that we acquire are already being operated as rental properties, which we consider to be asset acquisitions under Accounting Standards Codification (“ASC”) 360, “Property Plant and Equipment” (“ASC 360”).

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The total amount of the remaining intangible assets acquired, which consists of in-place lease values, lease origination costs, and customer relationship intangible values, are allocated based on management’s evaluation of the specific characteristics of each tenant’s lease and our overall relationship with that respective tenant.

Characteristics to be considered by management in determining these values include the nature and extent of our existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and our expectations of lease renewals (including those existing under the terms of the lease agreement), among other factors.

Characteristics to be considered by management in

determining these values include the nature and extent of our existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and our expectations of lease renewals (including those existing under the terms of the lease agreement), among other factors.

The value of in-place leases and lease origination costs are amortized to amortization expense over the remaining term of the respective leases, which generally range from seven to 15 years.

4 unchanged sentences

We account for the impairment of real estate in accordance with ASC 360-10-35, “Property, Plant, and Equipment,” which requires us to periodically review the carrying value of each property to determine if circumstances indicate impairment of the carrying value of the investment exists or that depreciation periods should be modified.

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

In performing the analysis, we consider such factors as each tenant’s payment history and financial condition, the likelihood of lease renewal, business conditions in the industry in which the tenants operate, whether there are indications that the fair value of the real estate has decreased or our intended holding period of the property is shortened.

If the carrying amount is more than the aggregate undiscounted future cash flows, we would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.

In determining if impairment exists, we consider such factors as each tenant’s payment history and financial condition, the likelihood of lease renewal, business conditions in the industry in which the tenants operate, whether there are indications that the fair value of the real estate has decreased or our intended holding period of the property is shortened.

If any of the factors above indicate the possibility of impairment, we prepare a projection of the undiscounted future cash flows, without interest charges, of the specific property and determine if the carrying amount of such property is recoverable.

In preparing the projection of undiscounted future cash flows, we estimate cap rates and market rental rates using information that we obtain from market comparability studies and other comparable sources, and apply the undiscounted cash flows against our expected holding period.

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

We evaluate our entire portfolio of properties each quarter for any impairment indicators and perform an impairment analysis on those select properties that have an indication of impairment.

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Items classified as cash equivalents include money-market deposit accounts.

The Company maintains majority of its cash and cash equivalents with financial institutions in the U.S., which management believes to be financially sound and with minimal credit risk.

At times, the balance of our cash and cash equivalents may exceed federally insurable limits.

30 unchanged sentences

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.

Beginning January 1, 2020, we began to record the property operating expenses and offsetting lease revenues for these triple net leased properties on a gross basis, as we have amended our process whereby we are paying operating expenses on behalf of our tenants and receiving reimbursement, whereas, previously these tenants were paying these expenses directly, with limited insight provided to us.

whereas, previously these tenants were paying these expenses directly, with limited insight provided to us.

We have operated and intend to continue to operate in a manner that will allow us to qualify as a REIT under the Internal Revenue Code of 1986, as amended, and, accordingly, will not be subject to federal income taxes on amounts distributed to stockholders (except income from foreclosure property), provided that we distribute at least 90 % of our REIT taxable income to our stockholders and meet certain other conditions.

13 unchanged sentences

The liabilities are accreted to their estimated obligation over the life of the leases for the respective properties.

We accrued $ 1.0 million and $ 0.6 million of liabilities in connection with acquisitions for the years ended December 31, 2022 and 2021, respectively, and no liabilities in connection with acquisitions for the year ended December 31, 2020.

We accrued $ 0.1 million, $ 1.0 million, and $ 0.6 million of liabilities in connection with acquisitions for the years ended December 31, 2023, 2022, and 2021, respectively.

We recorded accretion expense of $ 0.1 million in each of the years ended December 31, 2023, 2022, and 2021, to general and administrative expense.

11 unchanged sentences

We manage our operations on an aggregated, single segment basis for purposes of assessing performance and making operating decisions, and, accordingly, have only one reporting and operating segment.

Recently Issued Accounting Pronouncements

In April 2020, the FASB issued a staff question-and-answer document, Topic 842 and Topic 840:

Accounting for Lease Concessions related to the Effects of the COVID-19 Pandemic (“COVID-19 Q&A”), to address frequently asked questions pertaining to lease concessions arising from the effects of the COVID-19 pandemic.

Existing lease guidance requires entities to determine if a lease concession was a result of a new arrangement reached with the tenant, which would be addressed under the lease modification accounting framework, or if a lease concession was under the enforceable rights and obligations within the existing lease agreement, which would not fall under the lease modification accounting framework.

The COVID-19 Q&A clarifies that entities may elect to not evaluate whether lease-related relief granted in light of the effects of COVID-19 is a lease modification, as long as the concession does not result in a substantial increase in rights of the lessor or obligations of the lessee.

This election is available for concessions that result in the total payments required by the modified contract being substantially the same as or less than the total payments required by the original contract.

Related-Party Transactions

1 unchanged sentence

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.

1 unchanged sentence

Gladstone and Mr.

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

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

Our president, Mr.

5 unchanged sentences

Base Management Fee

On January 8, 2019, we entered into a Fifth Amended and Restated Investment Advisory Agreement (the “Fifth Amended Advisory Agreement”) with the Adviser, effective as of October 1, 2018, to clarify that the agreement’s definition of Total Equity includes outstanding OP Units issued to Non-controlling OP Unitholders.

Our entrance into the Advisory Agreement (and each amendment thereto) has been approved unanimously by our Board of Directors.

Our Board of Directors also reviews and considers renewing the agreement with our Adviser each July.

Under the Fifth Amended Advisory Agreement, the calculation of the annual base management fee equaled 1.5 % of our Total Equity, which was our total stockholders’ equity plus total mezzanine equity (before giving effect to the base management fee and incentive fee), adjusted to exclude the effect of any unrealized gains or losses that did not affect realized net income (including impairment charges), adjusted for any one-time events and certain non-cash items (the later to occur for a given quarter only upon the approval of our Compensation Committee), and adjusted to include OP Units held by Non-controlling OP Unitholders.

The fee was calculated and accrued quarterly as 0.375 % per quarter of such Total Equity figure.

Our Adviser does not charge acquisition or disposition fees when we acquire or dispose of properties as is common in other externally managed REITs;

however, our Adviser may earn fee income from our borrowers, tenants or other sources.

On July 14, 2020, the Company amended and restated the Fifth Amended Advisory Agreement by entering into the Sixth Amended and Restated Investment Advisory Agreement between the Company and the Adviser (the “Sixth Amended Advisory Agreement”).

3 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, 2023, 2022, and 2021, we recorded a base management fee of $ 6.4 million, $ 6.3 million, and $ 5.9 million, respectively.

5 unchanged sentences

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

For the years ended December 31, 2022, 2021, and 2020, we recorded an incentive fee of $ 5.3 million, $ 4.9 million, and $ 4.3 million, respectively.

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 contractually eliminated the payment of the incentive fee, as applicable, 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 entered into the Eighth Amended Advisory Agreement (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 ended 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 year ended December 31, 2023, the contractually eliminated incentive fee would have been $ 4.6 million.

For the years ended December 31, 2022 and 2021, we recorded an incentive fee of $ 5.3 million and $ 4.9 million, respectively.

Our Advisor issued a waiver of the incentive fee of $ 0.02 million during the year ended December 31, 2021.

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.

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

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

1 unchanged sentence

Under the Advisory Agreement, we will pay to the Adviser a capital gains-based incentive fee that will be calculated and payable in arrears as of the end of each fiscal year (or upon termination of the Advisory Agreement).

In determining the capital gain fee, we will calculate aggregate realized capital gains and aggregate realized capital losses for the applicable time period.

In determining the capital gain fee, we calculate aggregate realized capital gains and aggregate realized capital losses for the applicable time period.

For this purpose, aggregate realized capital gains and losses, if any, equals the realized gain or loss calculated by the difference between the sales price of the property, less any costs to sell the property and the all-in acquisition cost of the disposed property.

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

No capital gain fee was recognized during the years ended December 31, 2022, 2021, and 2020.

No capital gain fee was recognized during the years ended December 31, 2023, 2022, or 2021.

Termination Fee

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In connection with this engagement, Gladstone Securities will, from time to time, continue to solicit the interest of various commercial real estate lenders or recommend to us third party lenders offering credit products or packages that are responsive to our needs.

We pay Gladstone Securities a financing fee in connection with the services it provides to us for securing mortgage financing on any of our properties.

We pay Gladstone Securities a financing fee in

connection with the services it provides to us for securing mortgage financing on any of our properties.

The amount of these financing fees, which are payable upon closing of the financing, are based on a percentage of the amount of the mortgage, generally ranging from 0.15 % to a maximum of 1.0 % of the mortgage obtained.

12 unchanged sentences

We paid fees of $ 0.5 million, $ 0.5 million, and $ 0.7 million to Gladstone Securities during the years ended December 31, 2023, 2022 and 2021, respectively, in connection with the Offering.

(Loss) Earnings per Share of Common Stock

The following tables set forth the computation of basic and diluted (loss) earnings per share of common stock for the years ended December 31, 2022, 2021 and 2020, respectively.

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 years ended December 31, 2023, 2022 and 2021, respectively.

The OP Units held by Non-controlling OP Unitholders (which may be redeemed for shares of common stock) have been excluded from the diluted earnings per share calculation, as there would be no effect on the amounts since the Non-controlling OP Unitholders’ share of income would also be added back to net income.

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

We computed basic (loss) earnings per share for the years ended December 31, 2022, 2021 and 2020, respectively, using the weighted average number of shares outstanding during the periods.

Diluted (loss) earnings per share for the years ended December 31, 2022, 2021 and 2020, reflects additional shares of common stock related to our convertible Senior Common Stock, if the effect would be dilutive, that would have been outstanding if dilutive potential shares of common stock had been issued, as well as an adjustment to net (loss) income (attributable) available to common stockholders as applicable to common stockholders that would result from their assumed issuance (dollars in thousands, except per share amounts).

We computed basic loss per share for the years ended December 31, 2023, 2022 and 2021, respectively, using the weighted average number of shares outstanding during the periods.

Diluted loss per share for the years ended December 31, 2023, 2022 and 2021, reflects additional shares of common stock related to our convertible Senior Common Stock, if the effect would be dilutive, that would have been outstanding if dilutive potential shares of common stock had been issued, as well as an adjustment to net loss attributable to common stockholders as applicable to common stockholders that would result from their assumed issuance (dollars in thousands, except per share amounts).

For the year ended December 31,

2023 2022 2021

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

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

Calculation of basic loss per share of common stock:

Net loss attributable to common stockholders $ ( 7,738 ) $ ( 1,529 ) $ ( 3,392 )

Denominator for basic weighted average shares of common stock (1) 39,943,167 38,950,734 36,537,306

Basic (loss) earnings per share of common stock $ ( 0.08 ) $ ( 0.12 ) $ 0.09

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

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

Net (loss) income (attributable) available to common stockholders plus assumed conversions (2) $ ( 3,039 ) $ ( 4,554 ) $ 3,149

Basic loss per share of common stock $ ( 0.19 ) $ ( 0.04 ) $ ( 0.09 )

Calculation of diluted loss per share of common stock:

Net loss attributable to common stockholders $ ( 7,738 ) $ ( 1,529 ) $ ( 3,392 )

Net loss attributable to common stockholders plus assumed conversions (2) $ ( 7,738 ) $ ( 1,529 ) $ ( 3,392 )

Denominator for basic weighted average shares of common stock (1) 39,943,167 38,950,734 36,537,306

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Denominator for diluted weighted average shares of common stock (2) 39,943,167 38,950,734 36,537,306

Diluted (loss) earnings per share of common stock $ ( 0.08 ) $ ( 0.12 ) $ 0.09

Diluted loss per share of common stock $ ( 0.19 ) $ ( 0.04 ) $ ( 0.09 )

(1) The weighted average number of OP Units held by Non-controlling OP Unitholders was 382,563 , 294,941 , and 316,987 for the years ended December 31, 2023, 2022, and 2021, respectively.

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Real estate depreciation expense on building and tenant improvements was $ 41.2 million, $ 41.1 million, and $ 38.4 million for the years ended December 31, 2023, 2022, and 2021, respectively.

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

During the years ended December 31, 2023 and 2022, we acquired five and 13 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

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December 31, 2022 (2) 1,238,680 14.5 years $ 115,364 $ 1,014

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

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

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.

On October 12, 2023, we acquired a 69,920 square foot property in Allentown, Pennsylvania for $ 7.9 million.

The property is fully leased to one tenant and had 20.1 years of remaining lease term at the time we acquired the property.

On November 3, 2023, we acquired a 67,709 square

foot property in Indianapolis, Indiana for $ 4.6 million.

The property is fully leased to one tenant and had 20.1 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.

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 portfolio 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 portfolio.

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.

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.

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

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

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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 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 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 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.

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.

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.

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):

We determined the fair value of assets acquired and liabilities assumed related to the properties acquired during the years ended December 31, 2023 and 2022, respectively, as follows (dollars in thousands):

Year ended December 31, 2023

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Total Purchase Price $ 30,018 $ 115,364

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

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

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

(2) This amount includes $ 393 and $ 32 of prepaid rent included in Other liabilities on the consolidated balance sheets, respectively.

Future Lease Payments

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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 years ended December 31, 2022, 2021, and 2020, respectively (dollars in thousands):

For the twelve months ended December 31,

The table below sets forth the allocation of lease revenue between fixed contractual lease payments and variable lease payments for the years ended December 31, 2023, 2022, and 2021, respectively (dollars in thousands):

For the year ended December 31,

(Dollars in Thousands)

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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, 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):

During the year ended December 31, 2023, we sold seven non-core properties, located in Baytown, Texas;

Birmingham, Alabama;

Pittsburgh, Pennsylvania;

Eatontown, New Jersey;

Taylorsville, Utah;

Columbia, South Carolina;

and Blaine, Minnesota, 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, 2023 Aggregate Gain on Sale of Real Estate, net

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Other income (expense), net 9,884 (2) ( 1,545 ) ( 1,649 )

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

Income (expense) from real estate and related assets sold $ 8,291 $ ( 10,648 ) $ ( 637 )

(1) Includes a $ 3.6 million impairment charge.

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

(2) Includes a $ 7.7 million gain on sale of real estate, net, from seven property sales and a $ 2.8 million gain on debt extinguishment from one property sale.

(3) Includes a $ 10.7 million impairment charge.

Real Estate Held for Sale

At December 31, 2023, we had three properties classified as held for sale, located in Richardson, Texas;

Columbus, Ohio;

and Tifton, Georgia.

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

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.

The table below summarizes the components of the assets held for sale at December 31, 2023 reflected on the accompanying consolidated balance sheet (dollars in thousands):

December 31, 2022

Assets Held for Sale

December 31, 2023 December 31, 2022

Total real estate held for sale $ 27,496 $ 3,293

Lease intangibles, net 1,284 —

Deferred rent receivable, net 7 —

Total Assets Held for Sale $ 28,787 $ 3,293

Liabilities Held for Sale

Deferred rent liability, net $ 676 $ —

Total Liabilities Held for Sale $ 676 $ —

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, 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.

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, 2023 and identified two held and used assets, located in Draper, Utah and Egg Harbor, New Jersey, which were impaired by an aggregate $ 8.0 million during the quarters ended September 30, 2023 and December 31, 2023.

In performing our impairment testing, the undiscounted cash flows were below the carrying value, 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, 2023 and identified three held for sale assets, located in Richardson, Texas, Taylorsville, Utah, and Columbus, Ohio, which were impaired by an aggregate $ 11.3 million during the three months ended June 30, 2023 and December 31, 2023.

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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The property was sold during the year ended December 31, 2023.

We did not recognize an impairment charge during the year ended December 31, 2021.

During the year ended December 31, 2022, we identified one held and used asset, located in Columbia, South Carolina, which was impaired by $ 10.7 million.

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

We also identified one held for sale asset, located in Parsippany, New Jersey, which was impaired by $ 1.4 million.

performing our held for sale assessment, the carrying value of this asset was above the fair value, less costs of sale, which resulted in us recognizing an impairment charge.

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.

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Fixed rate mortgage loans 47 $ 298,122 $ 362,037 (1) (2)

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

Premiums and discounts, net — ( 42 ) ( 83 ) N/A N/A

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

(2) We have 44 mortgage notes payable with maturity dates ranging from April 6, 2023 through August 1, 2037.

(2) We have 41 mortgage notes payable with maturity dates ranging from June 18, 2024 through August 1, 2037.

(3) The weighted average interest rate on the mortgage notes outstanding at December 31, 2023, was approximately 4.19 %.

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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, 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

During the year ended December 31, 2023, we repaid six mortgages collateralized by six properties, which are summarized below (dollars in thousands):

Fixed Rate Debt Repaid Interest Rate on Fixed Rate Debt Repaid

$ 58,864 4.69 %

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):

During the year ended December 31, 2023, we issued three mortgages, collateralized by three properties, which are summarized below (dollars in thousands):

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

$ 9,000 6.10 %

(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

During the year ended December 31, 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

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):

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We have entered into interest rate cap agreements that cap the interest rate on certain of our variable-rate debt and we have assumed or entered into interest rate swap agreements in which we hedged our exposure to variable interest rates by agreeing to pay fixed interest rates to our respective counterparty.

We have adopted the fair value measurement provisions for our financial instruments recorded at fair value.

We have adopted the fair value measurement provisions for our financial

instruments recorded at fair value.

The fair value guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value.

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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.

During the next 12 months, we estimate that an additional $ 4.3 million will be reclassified out of accumulated other comprehensive income into interest expense in our consolidated statements of operations and comprehensive income, as a reduction to interest expense.

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

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$ 141 (1) $ 65,000 $ 684 $ 225,000 $ 4,629

(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 %.

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

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.

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

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

Amount of gain, net, recognized in Comprehensive Income

2023 2022 2021

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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

On August 7, 2013, we procured our Revolver with KeyBank National Association (“KeyBank”) (serving as revolving lender, a letter of credit issuer and an administrative agent).

On August 7, 2013, we procured our $ 60.0 million Revolver with KeyBank National Association (“KeyBank”) (serving as revolving lender, a letter of credit issuer and an administrative agent).

In October 2015, we expanded our Revolver to $ 85.0 million and entered into Term Loan A whereby we added a $ 25.0 million, five-year Term Loan subject to the same leverage tiers as the Revolver, with the interest rate at each leverage tier being five basis points lower than that of the Revolver.

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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 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.

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

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

(2) Series G Preferred Stock was issued on June 28, 2021.

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(“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.

As of December 31, 2022, we had a remaining capacity to sell up to $ 23.9 million of common stock under the Common Stock Sales Agreement.

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.

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

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

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 year ended December 31, 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 Baird, Goldman Sachs, Stifel, and Fifth Third.

We terminated the Common Stock Sales Agreement effective February 10, 2023 in connection with the expiration of our registration statement on Form S-3 (File No.

333-236143) (the “2020 Registration Statement”) on February 11, 2023.

On March 3, 2023, we entered into an At-the-Market Equity Offering Sales Agreement (the “2023 Common Stock Sales Agreement”), with BofA Securities, Inc.

(“BofA”), Goldman Sachs, Baird, KeyBanc Capital Markets Inc.

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

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 $ 250.0 million of common stock.

During the year ended December 31, 2023, we sold 1,776 shares of common stock, raising approximately $ 0.02 million in net proceeds under the 2023 Common Stock Sales Agreement.

Common Stock Buyback Program

During the year ended December 31, 2023, we repurchased $ 1.0 million worth of our common stock through our common stock repurchase program.

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.

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 stockholder 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 stockholders.

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

In addition, our Series E Preferred Stock and Series G Preferred Stock are redeemable at the option of the shareholder in the event a delisting event occurs.

In addition, our Series E Preferred Stock and Series G Preferred Stock are redeemable at the option of the stockholder in the event a delisting event occurs.

We will periodically evaluate the likelihood that a change of control or delisting event of greater than 50% will take place, and if we deem this probable, we would adjust the Series E Preferred Stock and Series G Preferred Stock presented in mezzanine equity to their redemption value, with the offset to gain (loss) on extinguishment.

We currently believe the likelihood of a change of control of greater than 50% is remote.

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

Series G Preferred Stock Offering

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On June 30, 2021, we voluntarily redeemed all 3,509,555 outstanding shares of our Series D Preferred Stock at a redemption price of $ 25.1458333 per share, which represented the liquidation preference per share, plus accrued and unpaid dividends through June 30, 2021, for an aggregate redemption price of approximately $ 88.3 million.

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

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

Articles Supplementary Reclassifying Remaining Series D Preferred Stock

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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.

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 year ended December 31, 2023.

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.

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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.

The 2019 Registration Statement 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.

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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.

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The reclassification decreased the number of shares classified as common stock from 86,290,000 shares immediately prior to the reclassification to 60,290,000 shares immediately after the reclassification.

We sold 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.

We sold 0.2 million shares of our Series F Preferred Stock, raising $ 5.6 million in net proceeds during the year ended December 31, 2023.

Amendment to Articles of Restatement

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On June 23, 2021, the Operating Partnership adopted the Third Amendment to its Second Amended and Restated Agreement of Limited Partnership, including Exhibit SGP thereto (collectively, the “Third Amendment”), establishing the rights, privileges, and preferences of 6.00 % Series G Cumulative Redeemable Preferred Units, a newly-designated class of limited partnership interests (the “Series G Term Preferred Units”).

The Third Amendment provides for the Operating Partnership’s establishment and issuance of an equal number of Series G Term Preferred Units as are issued shares of Series G Preferred Stock by the Company in connection with the offering of Series G Preferred Stock upon the Company’s contribution to the Operating Partnership of the net proceeds of the offering of Series G Preferred Stock.

Partnership of the net proceeds of the offering of Series G Preferred Stock.

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.

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As of December 31, 2023 and 2022, there were 310,643 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.

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 Balance Sheets, Consolidated Statements of Equity, and Consolidated Statements of Cash Flows for the years ended December 31, 2021 and December 31, 2022 included in previously filed Annual Reports on Form 10-K, is as follows:

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 stockholders $ ( 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

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 stockholders $ ( 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

Consolidated Balance Sheets

As of December 31, 2021

As Previously Reported Adjustments As Revised

accumulated depreciation $ 266,672 $ 385 $ 267,057

Total real estate, net $ 958,586 $ ( 385 ) $ 958,201

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

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

TOTAL ASSETS $ 1,201,509 $ 1,124 $ 1,202,633

Distributions in excess of accumulated earnings $ ( 530,228 ) $ 1,124 $ ( 529,104 )

TOTAL STOCKHOLDERS' EQUITY $ 202,780 $ 1,124 $ 203,904

TOTAL EQUITY $ 204,570 $ 1,124 $ 205,694

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

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

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

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

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

Subsequent Events

18 unchanged sentences

Equity Activity

Subsequent to December 31, 2022 and through February 22, 2023, we raised $ 4.0 million in net proceeds from the sale of 0.2 million shares of common stock under our Common Stock ATM Program and $ 0.3 million in net proceeds from the sale of 13,360 sales of Series F Preferred Stock.

We made no sales under our Series E Preferred ATM Program subsequent to December 31, 2022 and through February 22, 2023.

Subsequent to December 31, 2023 and through February 21, 2024, we raised $ 0.2 million in net proceeds from the sale of 7,580 sales of Series F Preferred Stock.

Sale Activity

On January 11, 2024, we sold our 114,786 square foot office property in Columbus, Ohio for $ 4.5 million.

We realized a $ 0.3 million loss on sale, net.

GLADSTONE COMMERCIAL CORPORATION

32 unchanged sentences

Office Building — 1,525 9,703 674 1,525 10,377 11,902 5,133 6,769 2000 5/18/2005

Eatontown, New Jersey (3)

Office Building — 1,351 3,520 534 1,351 4,054 5,405 1,920 3,485 1991 7/7/2005

Duncan, South Carolina (3)

8 unchanged sentences

Industrial Building — 625 6,911 686 625 7,597 8,222 3,645 4,577 1986 / 2000

Baytown, Texas

Medical Office Building — 221 2,443 2,563 221 5,006 5,227 3,523 1,704 1997 7/11/2006

Mason, Ohio (3)

Office Building — 797 6,258 1,902 797 8,160 8,957 3,446 5,511 2002 1/5/2007

24 unchanged sentences

Covington, Georgia (3)

Medical Office Building — 232 959 106 250 1,047 1,297 446 851 2000 12/13/2007

Conyers, Georgia (3)

Medical Office Building — 296 1,228 135 319 1,340 1,659 571 1,088 1994 12/13/2007

Cumming, Georgia (3)

Initial Cost Total Cost

10 unchanged sentences

Medical Office Building — 738 3,055 2,884 741 5,936 6,677 4,075 2,602 2004 12/13/2007

Conyers, Georgia (3)

Medical Office Building — 296 1,228 — 296 1,228 1,524 498 1,026 1994 12/13/2007

Cumming, Georgia (3)

Medical Office Building — 738 3,055 2,524 741 5,576 6,317 1,915 4,402 2004 12/13/2007

Reading, Pennsylvania (3)

18 unchanged sentences

Retail Location 861 — 2,275 — — 2,275 2,275 901 1,374 2005 12/13/2011

Pittsburgh, Pennsylvania (3)

Office Building — 281 3,205 743 281 3,948 4,229 1,599 2,630 1968 12/28/2011

Ashburn, Virginia (3)

8 unchanged sentences

Industrial Building 8,043 963 15,647 — 963 15,647 16,610 5,203 11,407 2005 11/8/2012

Columbia, South Carolina

Office Building 9,015 1,905 20,648 ( 10,280 ) 428 11,845 12,273 9,260 3,013 2010 11/21/2012

Egg Harbor, New Jersey (3)

2 unchanged sentences

Industrial Building — 457 10,529 6,692 457 17,221 17,678 5,002 12,676 2013 5/9/2013

Blaine, Minnesota

Office Building 6,849 1,060 10,518 1,178 842 11,914 12,756 4,128 8,628 2009 5/10/2013

Austin, Texas

21 unchanged sentences

Monroe, Michigan

Industrial Building 8,930 658 14,607 195 658 14,802 15,460 4,168 11,292 2004 12/23/2014

Monroe, Michigan

Industrial Building 6,232 460 10,225 ( 20 ) 459 10,206 10,665 2,875 7,790 2004 12/23/2014

Richardson, Texas

Office Building 9,794 2,728 15,372 ( 3,157 ) 1,823 13,120 14,943 6,299 8,644 1985 / 2008

Dublin, Ohio (3)

Office Building — 1,338 5,058 1,086 1,338 6,144 7,482 2,202 5,280 1980 /Various

Office Building 8,027 3,248 13,129 ( 6,543 ) 1,504 8,330 9,834 4,181 5,653 2008 5/29/2015

Hapeville, Georgia (3)

Initial Cost Total Cost

9 unchanged sentences

Improvements Date

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

Monroe, Michigan

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

Richardson, Texas

Office Building — 2,272 8,778 263 2,272 9,041 11,313 2,773 8,540 1999 / 2007

Birmingham, Alabama (3)

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

Office Building 10,410 3,248 13,129 74 3,248 13,203 16,451 3,868 12,583 2008 5/29/2015

Hapeville, Georgia (3)

Office Building — 2,272 8,778 263 2,272 9,041 11,313 2,445 8,868 1999 / 2007

Villa Rica, Georgia

Industrial Building 3,246 293 5,277 198 293 5,475 5,768 1,621 4,147 2000 / 2014

Taylorsville, Utah

Office Building 8,340 3,008 10,659 501 3,008 11,160 14,168 3,759 10,409 1997 5/26/2016

Fort Lauderdale, Florida

49 unchanged sentences

New Orleans, Louisiana

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 3,413 2,168 4,667 25 2,166 4,694 6,860 999 5,861 1975 12/17/2019

12 unchanged sentences

Houston, Texas

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 9,118 1,714 14,170 3 1,717 14,170 15,887 1,628 14,259 2000 / 2018

52 unchanged sentences

Vineland, New Jersey

Industrial Building 14,968 860 24,634 4 864 24,634 25,498 1,228 24,270 2003 / 2009

Jacksonville, Florida

Industrial Building 4,400 1,099 5,587 222 1,099 5,809 6,908 288 6,620 1978 9/16/2022

Fort Payne, Alabama (3)

Industrial Building — 39 4,774 — 39 4,774 4,813 196 4,617 2022 9/20/2022

Denver, Colorado

Industrial Building 6,600 5,227 4,649 157 5,228 4,805 10,033 244 9,789 1978 10/26/2022

Greenville, South Carolina (3)

Industrial Building — 411 3,693 105 410 3,799 4,209 150 4,059 1964 12/21/2022

Riverdale, Illinois

Industrial Building 2,788 675 3,862 43 676 3,904 4,580 97 4,483 1949 / 1992

Dallas Forth Worth, Texas

Retail Building 1,494 770 1,636 ( 1 ) 770 1,635 2,405 31 2,374 2010 / 2023

Dallas Forth Worth, Texas

Initial Cost Total Cost

10 unchanged sentences

Industrial Building 4,680 1,269 6,617 — 1,268 6,618 7,886 105 7,781 1999 7/28/2023

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

Allentown, Pennsylvania (3)

Industrial Building — 987 5,506 53 988 5,558 6,546 41 6,505 1974 / 2016

Greenville, South Carolina (3)

Indianapolis, Indiana (3)

Industrial Building — 928 3,102 ( 2 ) 926 3,102 4,028 17 4,011 1997 11/3/2023

24 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