What changed in this filing

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Item 1. Financial Statements

2024-08-06 compared with 2024-05-06 · 212 added, 198 removed, 468 unchanged (47% of the section changed)

3 unchanged sentences

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Real estate, at cost $ 1,230,206 $ 1,221,364

27 unchanged sentences

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

and 7,052,334 and 7,052,334 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively (3)

and 7,052,334 and 7,052,334 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively (3)

$ 170,041 $ 170,041

2 unchanged sentences

950,000 shares authorized;

and 402,817 and 406,425 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively (3)

and 402,817 and 406,425 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively (3)

Common stock, par value $ 0.001 per share, 62,340,139 and 62,326,818 shares authorized;

and 40,003,481 and 40,000,596 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively (3)

and 41,030,864 and 40,000,596 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively (3)

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

$ 25 per share liquidation preference;

25,970,030 and 25,972,296 shares authorized and 929,692 and 918,601 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively (3)

25,958,975 and 25,972,296 shares authorized and 942,521 and 918,601 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively (3)

Additional paid in capital 742,114 730,256

12 unchanged sentences

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

For the three months ended March 31,

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

2024 2023 2024 2023

Operating revenues

14 unchanged sentences

Interest expense $ ( 9,463 ) $ ( 9,081 ) $ ( 18,960 ) $ ( 17,909 )

Gain on sale of real estate, net 283 —

(Loss) gain on sale of real estate, net ( 47 ) ( 451 ) 236 ( 451 )

Gain on debt extinguishment, net — — 300 —

1 unchanged sentence

Total other (expense), net $ ( 9,484 ) $ ( 9,530 ) $ ( 18,364 ) $ ( 18,253 )

Net income $ 3,526 $ 3,167

Net (income) loss (available) attributable to OP Units held by Non-controlling OP Unitholders ( 2 ) 7

Net income available to the Company $ 3,524 $ 3,174

Net income (loss) $ 1,600 $ ( 4,588 ) $ 5,125 $ ( 1,420 )

Net loss attributable to OP Units held by Non-controlling OP Unitholders 11 73 9 81

Net income (loss) available (attributable) to the Company $ 1,611 $ ( 4,515 ) $ 5,134 $ ( 1,339 )

Distributions attributable to Series E, F, and G preferred stock ( 3,116 ) ( 3,058 ) ( 6,229 ) ( 6,080 )

2 unchanged sentences

Gain on repurchase of Series G preferred stock — — — 3

Net income available to common stockholders $ 304 $ 41

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

Income available to common stockholders $ 0.01 $ —

Net loss attributable to common stockholders $ ( 1,614 ) $ ( 7,685 ) $ ( 1,313 ) $ ( 7,642 )

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

Loss attributable to common stockholders $ ( 0.04 ) $ ( 0.19 ) $ ( 0.03 ) $ ( 0.19 )

Weighted average shares of common stock outstanding

4 unchanged sentences

Change in unrealized gain related to interest rate hedging instruments, net $ 470 $ 8,025 $ 5,888 $ 2,130

Other comprehensive income (loss) 5,417 ( 5,895 )

Net income $ 3,526 $ 3,167

Comprehensive income (loss) $ 8,943 $ ( 2,728 )

Comprehensive (income) loss (available) attributable to OP Units held by Non-controlling OP Unitholders ( 2 ) 7

Total comprehensive income (loss) available to the Company $ 8,941 $ ( 2,721 )

Other comprehensive income 470 8,025 5,888 2,130

Net income (loss) $ 1,600 $ ( 4,588 ) $ 5,125 $ ( 1,420 )

Comprehensive income $ 2,070 $ 3,437 $ 11,013 $ 710

Comprehensive loss attributable to OP Units held by Non-controlling OP Unitholders 11 73 9 81

Total comprehensive income available to the Company $ 2,081 $ 3,510 $ 11,022 $ 791

(1) Refer to Note 2 “Related-Party Transactions”

3 unchanged sentences

(Dollars in Thousands)

For the three months ended March 31,

For the six months ended June 30,

Cash flows from operating activities:

Net income $ 3,526 $ 3,167

Net income (loss) $ 5,125 $ ( 1,420 )

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

2 unchanged sentences

Gain on debt extinguishment, net ( 300 ) —

Gain on sale of real estate, net ( 283 ) —

(Gain) loss on sale of real estate, net ( 236 ) 451

Amortization of deferred financing costs 847 819

3 unchanged sentences

Amortization of right-of-use asset from operating leases and operating lease liabilities, net 4 14

Bad debt expense 64 —

Operating changes in assets and liabilities

Decrease in other assets 1,752 924

Increase in other assets ( 883 ) ( 761 )

Decrease in deferred rent receivable ( 2,256 ) ( 1,452 )

Decrease in accounts payable and accrued expenses ( 725 ) ( 502 )

Increase in accounts payable and accrued expenses 1,146 1,199

Increase (decrease) in amount due to Adviser and Administrator 1,085 ( 732 )

(Decrease) increase in other liabilities ( 550 ) 166

Decrease in other liabilities ( 1,588 ) ( 517 )

Leasing commissions paid ( 725 ) ( 1,331 )

1 unchanged sentence

Cash flows from investing activities:

Acquisition of real estate and related intangible assets $ ( 11,954 ) $ ( 5,363 )

Improvements of existing real estate ( 3,964 ) ( 5,973 )

5 unchanged sentences

Deposits on future acquisitions — ( 570 )

Net cash provided by investing activities $ 18,468 $ 674

Net cash provided by (used in) investing activities $ 5,807 $ ( 6,924 )

Cash flows from financing activities:

4 unchanged sentences

Repurchase of Series G preferred stock — ( 12 )

Repurchase of common stock — ( 998 )

Payments for deferred financing costs ( 43 ) ( 118 )

10 unchanged sentences

Tenant funded fixed asset improvements included in deferred rent liability, net $ — $ 861

Unrealized gain (loss) related to interest rate hedging instruments, net $ 5,417 $ ( 5,895 )

Unrealized gain related to interest rate hedging instruments, net $ 5,888 $ 2,130

Right-of-use asset from operating leases $ ( 686 ) $ —

3 unchanged sentences

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

For the three months ended March 31,

For the six months ended June 30,

Cash and cash equivalents $ 10,416 $ 16,487

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Securities and Exchange Commission (the “SEC”) on February 21, 2024.

The results of operations for the three months ended March 31, 2024 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

In connection with the preparation of the Company’s financial statements for the second quarter of 2023, we identified errors in the calculation of depreciation of tenant funded improvement assets at a number of the Company’s 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 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 months ended March 31, 2023 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 our future filings, as applicable.

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

The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for other interim periods or for the full 2024 fiscal year.

Use of Estimates

6 unchanged sentences

A summary of all of our significant accounting policies is provided in Note 1, “Organization, Basis of Presentation and Significant Accounting Policies,” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

There were no material changes to our critical accounting policies during the three months ended March 31, 2024.

There were no material changes to our critical accounting policies during the three and six months ended June 30, 2024.

Related-Party Transactions

11 unchanged sentences

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

As of March 31, 2024 and December 31, 2023, $ 2.9 million and $ 2.6 million, respectively, was collectively due to our Adviser and Administrator.

As of June 30, 2024 and December 31, 2023, $ 3.6 million and $ 2.6 million, respectively, was 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 annually, typically during the month of July.

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”).

During its July 2024 meeting, our Board of Directors reviewed and renewed the Administration Agreement for an additional year, through August 31, 2025.

Base Management Fee

2 unchanged sentences

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

For the three months ended March 31, 2024, we recorded a base management fee of $ 1.5 million.

For the three months ended March 31, 2023, we recorded a base management fee of $ 1.6 million.

For the three and six months ended June 30, 2024, we recorded a base management fee of $ 1.5 million and $ 3.1 million, respectively.

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.

Incentive Fee

5 unchanged sentences

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 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.

3 unchanged sentences

The calculation of the other fees was unchanged.

For the three months ended March 31, 2024, we recorded an incentive fee of $ 1.2 million, partially offset by credits related to non-contractual, unconditional, and irrevocable waivers issued by the Advisor of $ 0.8 million.

For the three months ended March 31, 2023, the contractually eliminated incentive fee would have been $ 1.1 million.

For the three months ended June 30, 2024, we recorded an incentive fee of $ 1.2 million, partially offset by credits related to non-contractual, unconditional, and irrevocable waivers issued by the Adviser of $ 0.3 million.

For the six months ended June 30, 2024, we recorded an incentive fee of $ 2.4 million, partially offset by credits related to non-contractual, unconditional, and irrevocable waivers issued by the Adviser of $ 1.0 million.

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.

Capital Gain Fee

3 unchanged sentences

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

No capital gain fee was recognized during the three months ended March 31, 2024 or 2023.

No capital gain fee was recognized during the three and six months ended June 30, 2024 or 2023.

Termination Fee

7 unchanged sentences

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

For the three months ended March 31, 2024, we recorded an administration fee of $ 0.6 million.

For the three months ended March 31, 2023, we recorded an administration fee of $ 0.6 million.

For the three and six months ended June 30, 2024, we recorded an administration fee of $ 0.6 million and $ 1.2 million, respectively.

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

Gladstone Securities

6 unchanged sentences

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 1.00 % of the mortgage obtained.

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 1.00 % of the mortgage obtained.

The amount of the financing fees may be reduced or eliminated, as determined by us and Gladstone Securities, after taking into consideration various factors, including, but not limited to, the involvement of any third-party brokers and market conditions.

We did not pay financing fees to Gladstone Securities during the three months ended March 31, 2024 and 2023.

We paid financing fees to Gladstone Securities of $ 9,233 during the three and six months ended June 30, 2024, which are included in mortgage notes payable, net, in the condensed consolidated balance sheets, or 0.13 % of the mortgage principal secured.

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 notes payable, net, in the condensed consolidated balance sheets, or 0.20 % of the mortgage principal secured.

Our Board of Directors renewed the agreement for an additional year, through August 31, 2025, at its July 2024 meeting.

9 unchanged sentences

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 $ 0.02 million to Gladstone Securities during the three months ended March 31, 2024 in connection with the Offering.

We paid fees of $ 0.03 million to Gladstone Securities during the three months ended March 31, 2023 in connection with the Offering.

Earnings Per Share of Common Stock

The following tables set forth the computation of basic and diluted earnings per share of common stock for the three months ended March 31, 2024 and 2023.

The operating partnership units in the Operating Partnership (“OP Units”) held by holders who do not control the Operating Partnership (“Non-controlling OP Unitholders”) (which may be redeemed for shares of common stock) have been excluded from the diluted earnings per share calculations, as there would be no effect on the amounts since the Non-controlling OP Unitholders’ share of earnings 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 earnings per share for the three months ended March 31, 2024 and 2023 using the weighted average number of shares outstanding during the respective periods.

Diluted earnings per share for the three months ended March 31, 2024 and 2023 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 earnings attributable to common stockholders as applicable to common stockholders that would result from their assumed issuance (dollars in thousands, except per share amounts).

For the three months ended March 31,

Calculation of basic earnings per share of common stock:

Net income available to common stockholders $ 304 $ 41

We paid fees of $ 0.04 million and $ 0.06 million to Gladstone Securities during the three and six months ended June 30, 2024, respectively, in connection with 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.

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, 2024 and 2023.

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, 2024 and 2023 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, 2024 and 2023 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,

2024 2023 2024 2023

Calculation of basic loss per share of common stock:

Net loss attributable to common stockholders $ ( 1,614 ) $ ( 7,685 ) $ ( 1,313 ) $ ( 7,642 )

Denominator for basic weighted average shares of common stock (1) 40,311,476 39,978,674 40,157,479 39,950,672

Basic earnings per share of common stock $ 0.01 $ —

Calculation of diluted earnings per share of common stock:

Net income available to common stockholders $ 304 $ 41

Net earnings available to common stockholders plus assumed conversions (2) $ 304 $ 41

Basic loss per share of common stock $ ( 0.04 ) $ ( 0.19 ) $ ( 0.03 ) $ ( 0.19 )

Calculation of diluted loss per share of common stock:

Net loss attributable to common stockholders $ ( 1,614 ) $ ( 7,685 ) $ ( 1,313 ) $ ( 7,642 )

Net loss attributable to common stockholders plus assumed conversions (2) $ ( 1,614 ) $ ( 7,685 ) $ ( 1,313 ) $ ( 7,642 )

Denominator for basic weighted average shares of common stock (1) 40,311,476 39,978,674 40,157,479 39,950,672

1 unchanged sentence

Denominator for diluted weighted average shares of common stock (2) 40,311,476 39,978,674 40,157,479 39,950,672

Diluted earnings per share of common stock $ 0.01 $ —

(1) The weighted average number of OP Units held by Non-controlling OP Unitholders was 310,643 for the three months ended March 31, 2024 and 391,468 for the three months ended March 31, 2023.

(2) We excluded convertible shares of Senior Common Stock of 342,247 and 345,687 from the calculation of diluted earnings per share for the three months ended March 31, 2024 and 2023, respectively, because they were anti-dilutive.

Diluted loss per share of common stock $ ( 0.04 ) $ ( 0.19 ) $ ( 0.03 ) $ ( 0.19 )

(1) The weighted average number of OP Units held by Non-controlling OP Unitholders was 241,637 and 276,140 for the three and six months ended June 30, 2024, respectively, and 391,468 and 391,468 for the three and six months ended June 30, 2023, respectively.

(2) We excluded convertible shares of Senior Common Stock of 342,247 and 345,132 from the calculation of diluted earnings per share for the three and six months ended June 30, 2024 and 2023, respectively, because they were anti-dilutive.

Real Estate and Intangible Assets

The following table sets forth the components of our investments in real estate as of March 31, 2024 and December 31, 2023, respectively, excluding real estate held for sale as of March 31, 2024 and December 31, 2023 (dollars in thousands):

March 31, 2024 December 31, 2023

The following table sets forth the components of our investments in real estate as of June 30, 2024 and December 31, 2023, respectively, excluding real estate held for sale (dollars in thousands):

June 30, 2024 December 31, 2023

Land (1) $ 142,501 $ 143,442

4 unchanged sentences

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

Real estate depreciation expense on building and tenant improvements was $ 9.8 million for the three months ended March 31, 2024.

Real estate depreciation expense on building and tenant improvements was $ 10.6 million for the three months ended March 31, 2023.

Real estate depreciation expense on building and tenant improvements was $ 10.2 million and $ 20.1 million for the three and six months ended June 30, 2024, respectively.

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.

We acquired five industrial properties during the six months ended June 30, 2024, and acquired one industrial property during the six months ended June 30, 2023.

The acquisitions are summarized below (dollars in thousands):

Six Months Ended Square Footage Lease Term Purchase Price Capitalized Acquisition Expenses

June 30, 2024 (1) 142,125 25.1 years $ 11,954 $ 267

June 30, 2023 (2) 76,089 20.0 years $ 5,363 $ 98

(1) On May 7, 2024, we acquired a five -property, 142,125 square foot portfolio in Warfordsburg, Pennsylvania for $ 12.0 million.

The property is fully leased to one tenant and had 25.1 years of remaining lease term at the time we acquired the property.

(2) 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.

We determined the fair value of assets acquired and liabilities assumed related to the properties acquired during the six months ended June 30, 2024 and 2023 as follows (dollars in thousands):

Six Months Ended June 30, 2024 Six Months Ended June 30, 2023

Acquired assets and liabilities Purchase price Purchase price

Land $ 1,169 $ 675

Building 7,990 3,678

Tenant Improvements 277 184

In-place Leases 917 307

Leasing Costs 1,386 405

Customer Relationships 125 114

Above Market Leases 90 (1) —

Total Purchase Price $ 11,954 $ 5,363

(1) This amount includes $ 90 of loans receivable included in Other assets 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 nine months ending December 31, 2024 and each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands):

Future operating lease payments from tenants under non-cancelable leases, excluding tenant reimbursement of expenses, for the six months ending December 31, 2024 and each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands):

Year Tenant Lease Payments

Nine Months Ending December 31, 2024 $ 85,646

Six Months Ending December 31, 2024 $ 58,568

Thereafter 372,072

2 unchanged sentences

Lease Revenue Reconciliation

The table below sets forth the allocation of lease revenue between fixed contractual payments and variable lease payments for the three months ended March 31, 2024 and 2023, respectively (dollars in thousands):

For the three months ended March 31,

The table below sets forth the allocation of lease revenue between fixed contractual payments and variable lease payments for the three and six months ended June 30, 2024 and 2023, respectively (dollars in thousands):

For the three months ended June 30,

Lease revenue reconciliation 2024 2023 $ Change % Change

2 unchanged sentences

$ 37,057 $ 38,658 $ ( 1,601 ) ( 4.1 ) %

For the six months ended June 30,

Lease revenue reconciliation 2024 2023 $ Change % Change

Fixed lease payments $ 64,874 $ 66,521 $ ( 1,647 ) ( 2.5 ) %

Variable lease payments 7,905 8,691 ( 786 ) ( 9.0 ) %

$ 72,779 $ 75,212 $ ( 2,433 ) ( 3.2 ) %

Intangible Assets

The following table summarizes the carrying value of intangible assets, liabilities and the accumulated amortization for each intangible asset and liability class as of March 31, 2024 and December 31, 2023, respectively, excluding real estate held for sale as of March 31, 2024 and December 31, 2023 (dollars in thousands):

March 31, 2024 December 31, 2023

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, 2024 and December 31, 2023, respectively, excluding real estate held for sale (dollars in thousands):

June 30, 2024 December 31, 2023

Lease Intangibles Accumulated Amortization Lease Intangibles Accumulated Amortization

6 unchanged sentences

Below market leases and deferred revenue ( 58,132 ) 32,648 ( 59,411 ) 30,087

Total amortization expense related to in-place leases, leasing costs and customer relationship lease intangible assets was $ 3.5 million for the three months ended March 31, 2024, and $ 4.1 million for the three months ended March 31, 2023, 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 for the three months ended March 31, 2024 and $ 0.2 million for the three months ended March 31, 2023, 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 $ 1.7 million for the three months ended March 31, 2024 and $ 1.9 million for the three months ended March 31, 2023, and is included in lease revenue in the condensed consolidated statements of operations and comprehensive income.

Total amortization expense related to in-place leases, leasing costs and customer relationship lease intangible assets was $ 5.8 million and $ 9.3 million for the three and six months ended June 30, 2024, respectively, and $ 5.2 million and $ 9.3 million for the three and six months ended June 30, 2023, 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, 2024, respectively, and $ 0.1 million and $ 0.3 million for the three and six months ended June 30, 2023, 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 $ 2.1 million and $ 3.8 million for the three and six months ended June 30, 2024, respectively, and $ 2.5 million and $ 4.4 million for the three and six months ended June 30, 2023, 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, 2024 and 2023, were as follows:

Intangible Assets & Liabilities June 30, 2024 June 30, 2023

In-place leases 25.1 20.1

Leasing costs 25.1 20.1

Customer relationships 25.1 25.1

Above market leases 25.1 0.0

All intangible assets & liabilities 25.1 21.7

Real Estate Dispositions, Held for Sale and Impairment Charges

Real Estate Dispositions

We sold three properties during the three months ended March 31, 2024 and no properties during the three months ended March 31, 2023.

During the three months ended March 31, 2024, we continued to execute our capital recycling program, whereby we sold non-core properties.

We sold four properties during the six months ended June 30, 2024 and two properties during the six months ended June 30, 2023.

During the six months ended June 30, 2024, we continued to execute our capital recycling program, whereby we sold non-core properties.

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

During the three months ended March 31, 2024, we sold three non-core properties,

located in Columbus, Ohio;

During the six months ended June 30, 2024, we sold four non-core properties, located in Columbus, Ohio;

Draper, Utah;

and Richardson, Texas, which are summarized in the table below (dollars in thousands):

Aggregate Square Footage Sold Aggregate Sales Price Aggregate Sales Costs Aggregate Impairment Charge for the Three Months Ended March 31, 2024 Aggregate Gain on Sale of Real Estate, net

Richardson, Texas;

and Egg Harbor, New Jersey, 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 Six Months Ended June 30, 2024 Aggregate Gain on Sale of Real Estate, net

386,436 $ 22,165 $ 1,113 $ 493 $ 236

Our dispositions during the three months ended March 31, 2024 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 six months ended June 30, 2024 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 months ended March 31, 2024 and 2023 (dollars in thousands):

For the three months ended March 31,

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, 2024 and 2023 (dollars in thousands):

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

2024 2023 2024 2023

Operating revenue $ 640 $ 705 $ 836 $ 2,058

2 unchanged sentences

Income (expense) from real estate and related assets sold $ 530 $ ( 3,771 ) $ 280 $ ( 4,136 )

(1) Includes a $ 0.05 million loss on sale of real estate, net, on the sale of one property.

(2) Includes a $ 3.2 million impairment charge on two properties.

(3) Includes a $ 0.5 million impairment charge on one property.

(2) Includes a $ 0.3 million gain on sale of real estate, net, on the sale of three properties and a $ 0.3 million gain on debt extinguishment, net, on the sale of two of those properties.

(4) Includes a $ 0.2 million gain on sale of real estate, net, on the sale of four properties and a $ 0.3 million gain on debt extinguishment, net, on the sale of two of those properties.

Real Estate Held for Sale

At March 31, 2024, we had two properties classified as held for sale, located in Tifton, Georgia and Egg Harbor, New Jersey.

At June 30, 2024, we had two properties classified as held for sale, located in Cumming, Georgia and Lawrenceville, Georgia.

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

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and Tifton, Georgia.

The table below summarizes the components of the assets and liabilities held for sale at March 31, 2024 and December 31, 2023 reflected on the accompanying condensed consolidated balance sheets (dollars in thousands):

March 31, 2024 December 31, 2023

The table below summarizes the components of the assets and liabilities held for sale at June 30, 2024 and December 31, 2023 reflected on the accompanying condensed consolidated balance sheets (dollars in thousands):

June 30, 2024 December 31, 2023

Assets Held for Sale

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Impairment Charges

We evaluated our portfolio for triggering events to determine if any of our held and used assets were impaired during the three months ended March 31, 2024 and did not recognize an impairment charge.

We recognized an impairment charge of $ 0.5 million on one held for sale asset, located in Richardson, Texas during the three months ended March 31, 2024.

We evaluated our portfolio for triggering events to determine if any of our held and used assets were impaired during the three months ended June 30, 2024 and did not recognize an impairment charge.

We recognized an impairment charge of $ 0.5 million on one held for sale asset, located in Richardson, Texas during the six months ended June 30, 2024.

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

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

We did not recognize an impairment charge during the three months ended March 31, 2023.

We recognized an impairment charge of $ 6.8 million during the six months ended June 30, 2023 on two held for sale assets, located in Richardson, Texas and Taylorsville, Utah, and one held and used asset, located in Columbus, Ohio.

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

Mortgage Notes Payable and Credit Facility

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

Our mortgage notes payable and Credit Facility as of March 31, 2024 and December 31, 2023 are summarized below (dollars in thousands):

Our mortgage notes payable and Credit Facility as of June 30, 2024 and December 31, 2023 are summarized below (dollars in thousands):

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

March 31, 2024 March 31, 2024 December 31, 2023 March 31, 2024 March 31, 2024

June 30, 2024 June 30, 2024 December 31, 2023 June 30, 2024 June 30, 2024

Mortgage and other secured loans:

Fixed rate mortgage loans 44 $ 268,374 $ 298,122 (1) (2)

Variable rate mortgage loans 1 7,360 — N/A (2)

Premiums and discounts, net — ( 24 ) ( 42 ) N/A N/A

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Total mortgage notes payable and credit facility 133 $ 722,536 $ 738,861 (5)

(1) As of March 31, 2024, interest rates on our fixed rate mortgage notes payable varied from 2.80 % to 6.63 %.

(2) As of March 31, 2024, we had 39 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 as of March 31, 2024 was approximately 4.16 %.

(4) As of March 31, 2024, Secured Overnight Financing Rate (“SOFR”) was approximately 5.34 %.

(5) The weighted average interest rate on all debt outstanding as of March 31, 2024 was approximately 5.78 %.

(6) The amount we may draw under our Credit Facility is based on a percentage of the fair value of a combined pool of 84 unencumbered properties as of March 31, 2024.

(1) As of June 30, 2024, interest rates on our fixed rate mortgage notes payable varied from 2.80 % to 6.63 %.

(2) As of June 30, 2024, we had 39 mortgage notes payable with maturity dates ranging from January 1, 2025 through August 1, 2037.

(3) The weighted average interest rate on the mortgage notes outstanding as of June 30, 2024 was approximately 4.24 %.

(4) As of June 30, 2024, Secured Overnight Financing Rate (“SOFR”) was approximately 5.33 %.

(5) The weighted average interest rate on all debt outstanding as of June 30, 2024 was approximately 5.82 %.

(6) The amount we may draw under our Credit Facility is based on a percentage of the fair value of a combined pool of 88 unencumbered properties as of June 30, 2024.

N/A - Not Applicable

Mortgage Notes Payable

As of March 31, 2024, we had 39 mortgage notes payable, collateralized by a total of 45 properties with a net book value of $ 460.7 million.

As of June 30, 2024, we had 39 mortgage notes payable, collateralized by a total of 45 properties with a net book value of $ 457.6 million.

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

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

As of March 31, 2024, we did not have any mortgages subject to recourse.

As of June 30, 2024, we did not have any mortgages subject to recourse.

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

During the three months ended March 31, 2024, we repaid two mortgages, collateralized by two properties, which are summarized in the table below (dollars in thousands):

During the six months ended June 30, 2024, we repaid two mortgages, collateralized by two properties, which are summarized in the table below (dollars in thousands):

Fixed Rate Debt Repaid Interest Rate on Fixed Rate Debt Repaid

$ 17,674 5.05 %

We did not make any payments for deferred financing costs during the three months ended March 31, 2024.

We made payments of $ 0.1 million for deferred financing costs during the three months ended March 31, 2023.

Scheduled principal payments of mortgage notes payable for the nine months ending December 31, 2024, and each of the five succeeding fiscal years and thereafter are as follows (dollars in thousands):

During the six months ended June 30, 2024, we extended the maturity date of one mortgage, collateralized by one property, which is summarized in the table below (dollars in thousands):

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

$ 7,386 SOFR + 2.25 % 1.3 years

We made payments of $ 0.04 million for deferred financing costs during the three and six months ended June 30, 2024.

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, respectively.

Scheduled principal payments of mortgage notes payable for the six months ending December 31, 2024, and each of the five succeeding fiscal years and thereafter are as follows (dollars in thousands):

Year Scheduled Principal Payments

Nine Months Ending December 31, 2024 $ 14,253

Six Months Ending December 31, 2024 $ 4,697

Thereafter 48,524

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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 March 31, 2024 and December 31, 2023, our interest rate cap agreements and interest rate swaps were valued using Level 2 inputs.

At June 30, 2024 and December 31, 2023, 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.

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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 $ 4.6 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 March 31, 2024 and December 31, 2023 (dollars in thousands):

March 31, 2024 December 31, 2023

During the next 12 months, we

estimate that an additional $ 4.5 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 June 30, 2024 and December 31, 2023 (dollars in thousands):

June 30, 2024 December 31, 2023

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

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We record changes in fair value on a quarterly basis, using current market valuations at quarter end.

The following table summarizes our interest rate swaps at March 31, 2024 and December 31, 2023 (dollars in thousands):

March 31, 2024 December 31, 2023

The following table summarizes our interest rate swaps at June 30, 2024 and December 31, 2023 (dollars in thousands):

June 30, 2024 December 31, 2023

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

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Amount of gain, net, recognized in Comprehensive Income

Three Months Ended March 31,

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

2024 2023 2024 2023

Derivatives in cash flow hedging relationships

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Amount reclassified out of Accumulated Other Comprehensive Income

Three Months Ended March 31,

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

2024 2023 2024 2023

Interest rate caps $ 8 $ 264 $ 113 $ 527

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Asset (Liability) Derivatives Fair Value at

Derivatives Designated as Hedging Instruments Balance Sheet Location March 31, 2024 December 31, 2023

Derivatives Designated as Hedging Instruments Balance Sheet Location June 30, 2024 December 31, 2023

Interest rate caps Other assets $ 63 $ 684

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Total derivative liabilities, net $ 12,132 $ 6,236

The fair value of all mortgage notes payable outstanding as of March 31, 2024 was $ 251.8 million, as compared to the carrying value stated above of $ 276.0 million.

The fair value of all mortgage notes payable outstanding as of June 30, 2024 was $ 245.8 million, as compared to the carrying value stated above of $ 273.8 million.

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

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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 March 31, 2024, there was $ 446.0 million outstanding under our Credit Facility, at a weighted average interest rate of approximately 6.80 %, and no outstanding letters of credit.

As of March 31, 2024, the maximum additional amount we could draw under the Credit Facility was $ 47.3 million.

We were in compliance with all covenants under the Credit Facility as of March 31, 2024.

The amount outstanding under the Credit Facility approximates fair value as of March 31, 2024.

As of June 30, 2024, there was $ 451.2 million outstanding under our Credit Facility, at a weighted average interest rate of approximately 6.79 %, and no outstanding letters of credit.

As of June 30, 2024, the maximum additional amount we could draw under the Credit Facility was $ 42.1 million.

We were in compliance with all covenants under the Credit Facility as of June 30, 2024.

The amount outstanding under the Credit Facility approximates fair value as of June 30, 2024.

Commitments and Contingencies

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We are obligated as lessee under three ground leases.

Future minimum rental payments due under the terms of these leases for the nine months ending December 31, 2024 and each of the five succeeding fiscal years and thereafter are as follows (dollars in thousands):

Future minimum rental payments due under the terms of these leases for the six months ending December 31, 2024 and each of the five succeeding fiscal years and thereafter are as follows (dollars in thousands):

Year Future Lease Payments Due Under Operating Leases

Nine Months Ending December 31, 2024 $ 343

Six Months Ending December 31, 2024 $ 228

Thereafter 3,359

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Present value of lease payments $ 4,182

Rental expense incurred for properties with ground lease obligations during the three months ended March 31, 2024 was $ 0.1 million and during the three months ended March 31, 2023 was $ 0.1 million.

Rental expense incurred for properties with ground lease obligations during the three and six months ended June 30, 2024 was $ 0.1 million and $ 0.1 million, respectively.

Rental expense incurred for properties with ground lease obligations during the

three and six months ended June 30, 2023 was $ 0.1 million and $ 0.2 million, respectively.

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

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Letters of Credit

As of March 31, 2024, there were no outstanding letters of credit.

As of June 30, 2024, there were no outstanding letters of credit.

Equity and Mezzanine Equity

Stockholders’ Equity

The following table summarizes the changes in our equity for the three months ended March 31, 2024 and 2023 (dollars in thousands):

Three Months Ended March 31,

The following table summarizes the changes in our equity for the three and six months ended June 30, 2024 and 2023 (dollars in thousands):

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

2024 2023 2024 2023

Senior Common Stock

4 unchanged sentences

Issuance of common stock, net 1 — 1 1

Repurchase of common stock, net — ( 1 ) — ( 1 )

Balance, end of period $ 41 $ 39 $ 41 $ 39

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Issuance of common stock and Series F preferred stock, net 10,648 1,651 10,845 6,036

Repurchase of common stock, net — 998 — 998

Redemption of OP Units 3,865 — 3,865 —

Redemption of Series F preferred stock, net 255 131 310 217

4 unchanged sentences

Balance, beginning of period $ 13,281 $ 6,008 $ 7,758 $ 11,640

Comprehensive income (loss) 5,417 ( 5,895 )

Comprehensive income 470 8,025 5,888 2,130

Reclassification into interest expense 8 264 113 527

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Redemption of Series F preferred stock, net ( 4 ) ( 6 ) ( 7 ) ( 11 )

Net income available to the Company 3,524 3,174

Net income (loss) available (attributable) to the Company 1,611 ( 4,515 ) 5,134 ( 1,339 )

Balance, end of period $ ( 610,209 ) $ ( 560,719 ) $ ( 610,209 ) $ ( 560,719 )

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Issuance of common stock and Series F preferred stock, net 10,649 1,651 10,846 6,037

Repurchase of common stock, net — 997 — 997

Redemption of OP Units 3,865 — 3,865 —

Redemption of Series F preferred stock, net 251 125 303 206

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Distributions declared to common, senior common, and preferred stockholders ( 15,341 ) ( 15,156 ) ( 30,560 ) ( 30,265 )

Comprehensive income (loss) 5,417 ( 5,895 )

Comprehensive income 470 8,025 5,888 2,130

Reclassification into interest expense 8 264 113 527

Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership ( 3,119 ) ( 74 ) ( 3,162 ) ( 50 )

Net income available to the Company 3,524 3,174

Net income (loss) available (attributable) to the Company 1,611 ( 4,515 ) 5,134 ( 1,339 )

Balance, end of period $ 145,707 $ 182,199 $ 145,707 $ 182,199

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Distributions declared to Non-controlling OP Unit holders ( 67 ) ( 118 ) ( 160 ) ( 235 )

Redemptions of OP Units ( 3,865 ) — ( 3,865 ) —

Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership 3,119 74 3,162 50

Net income (loss) available (attributable) to OP units held by Non-controlling OP Unitholders 2 ( 7 )

Net loss attributable to OP Units held by Non-controlling OP Unitholders ( 11 ) ( 73 ) ( 9 ) ( 81 )

Balance, end of period $ 114 $ 1,524 $ 114 $ 1,524

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Distributions

We paid the following distributions per share for the three months ended March 31, 2024 and 2023:

For the three months ended March 31,

We paid the following distributions per share for the three and six months ended June 30, 2024 and 2023:

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

2024 2023 2024 2023

Common Stock and Non-controlling OP Units $ 0.30 $ 0.30 $ 0.60 $ 0.60

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(“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 up to $ 250.0 million of common stock.

During the three months ended March 31, 2024, we did not sell any shares of common stock under the 2023 Common Stock Sales Agreement.

In connection with the 2023 Common Stock Sales Agreement, we filed prospectus supplements with the SEC dated March 3, 2023 and March 7, 2023, to the prospectus dated November 23, 2022, 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, 2024, we did not sell any shares of common stock under the 2023 Common Stock Sales Agreement.

On March 26, 2024, we entered into Amendment No.

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The amendment permitted shares of common stock to be issued pursuant to the 2024 Common Stock Sales Agreement under the 2024 Registration Statement, and future registration statements on Form S-3.

In connection with the 2024 Common Stock Sales Agreement, we filed a prospectus supplement dated March 26, 2024, to the prospectus dated March 21, 2024, with the SEC, for the offer and sale of an aggregate offering amount of $ 250.0 million of common stock.

During the three months ended March 31, 2024, we did not sell any shares of common stock under the 2024 Common Stock Sales Agreement.

In connection with the 2024 Common Stock Sales Agreement, we filed a prospectus supplement with the SEC dated March 26, 2024, to the prospectus dated March 21, 2024, for the offer and sale of an aggregate offering amount of $ 250.0 million of common stock.

During the six months ended June 30, 2024, we sold 756,214 shares of common stock, raising approximately $ 10.6 million in net proceeds under the 2024 Common Stock Sales Agreement.

Mezzanine Equity

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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 applicable 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 applicable shareholder in the event a delisting event occurs.

We will periodically evaluate the likelihood that a delisting event or change of control of greater than 50 % will take place, and if we deem this probable, we will 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.

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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 7,580 shares of our Series F Preferred Stock, raising $ 0.2 million in net proceeds, during the three months ended March 31, 2024.

We sold 25,780 shares of our Series F Preferred Stock, raising $ 0.6 million in net proceeds, during the six months ended June 30, 2024.

Non-controlling Interest in Operating Partnership

As of March 31, 2024 and December 31, 2023, we owned approximately 99.2 % and 99.2 %, re spectively, of the outstanding OP Units.

As of June 30, 2024 and December 31, 2023, we owned approximately 99.9 % and 99.2 %, re spectively, of the outstanding OP Units.

During the six months ended June 30, 2024, we redeemed 271,169 OP Units for an equivalent amount of common stock.

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

As of March 31, 2024 and December 31, 2023, there were 310,643 and 310,643 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 certain 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 Condensed Consolidated Statements of Operations and Comprehensive Income, Condensed Consolidated Statements of Cash Flows and the Stockholders’ Equity tables for the quarter ended March 31, 2023, which was presented in a previously filed Quarterly Report on Form 10-Q, is as follows:

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 )

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

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

As of June 30, 2024 and December 31, 2023, there were 39,474 and 310,643 outstanding OP Units held by Non-controlling OP Unitholders, respectively.

Subsequent Events

Distributions

On April 9, 2024, our Board of Directors declared the following monthly distributions for the months of April, May and June of 2024:

On July 9, 2024, our Board of Directors declared the following monthly distributions for the months of July, August and September of 2024:

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

April 19, 2024 April 30, 2024 $ 0.10 $ 0.138021 $ 0.125

May 17, 2024 May 31, 2024 0.10 0.138021 0.125

June 19, 2024 June 28, 2024 0.10 0.138021 0.125

July 22, 2024 July 31, 2024 $ 0.10 $ 0.138021 $ 0.125

August 21, 2024 August 30, 2024 0.10 0.138021 0.125

September 20, 2024 September 30, 2024 0.10 0.138021 0.125

$ 0.30 $ 0.414063 $ 0.375

2 unchanged sentences

Payment Date Distribution per Share

April May 6, 2024 $ 0.0875

May June 5, 2024 0.0875

June July 5, 2024 0.0875

July August 5, 2024 $ 0.0875

August September 5, 2024 0.0875

September October 4, 2024 0.0875

Series F Preferred Stock Distributions

Record Date Payment Date Distribution per Share

April 22, 2024 May 3, 2024 $ 0.125

May 23, 2024 June 5, 2024 0.125

June 25, 2024 July 5, 2024 0.125

July 25, 2024 August 5, 2024 $ 0.125

August 26, 2024 September 5, 2024 0.125

September 25, 2024 October 4, 2024 0.125

Equity Activity

Subsequent to March 31, 2024 and through May 6, 2024, we raised $ 0.7 million in net proceeds from the sale of 50,827 shares of common stock under our 2024 Common Stock Sales Agreement.

Sale Activity

On April 30, 2024, we sold our 29,257 square foot property in Egg Harbor, New Jersey for $ 2.6 million.

We realized a $ 0.05 million loss on sale.

Subsequent to June 30, 2024 and through August 6, 2024, we raised $ 21.6 million in net proceeds from the sale of 1,499,509 shares of common stock under our 2024 Common Stock Sales Agreement and we raised $ 0.1 million in net proceeds from the sale of 3,200 shares of Series F Preferred Stock.

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