Cash, cash equivalents, and restricted cash at end of period
$
14,530
$
22,074
SUPPLEMENTAL AND NON-CASH INFORMATION
Tenant funded fixed asset improvements included in deferred rent liability, net
$
(479)
$
(1,312)
Unrealized gain related to interest rate hedging instruments, net
$
(4,568)
$
7,218
Right-of-use asset from operating leases
$
(686)
$
—
Operating lease liabilities
$
795
$
—
Capital improvements and leasing commissions included in accounts payable and accrued expenses
$
6,330
$
3,099
Dividends paid on Series F preferred stock via additional share issuances
$
385
$
355
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 nine months ended September 30,
2024
2023
Cash and cash equivalents
$
10,531
$
18,263
Restricted cash
3,999
3,811
Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows
$
14,530
$
22,074
The accompanying notes are an integral part of these condensed consolidated financial statements.
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Organization, Basis of Presentation and Significant Accounting Policies
Gladstone Commercial Corporation is a real estate investment trust (“REIT”) that was incorporated under the General Corporation Law of the State of Maryland on February 14, 2003. We focus on acquiring, owning and managing primarily industrial and office properties. Subject to certain restrictions and limitations, our business is managed by Gladstone Management Corporation, a Delaware corporation (the “Adviser”), and administrative services are provided by Gladstone Administration, LLC, a Delaware limited liability company (the “Administrator”), each pursuant to a contractual arrangement with us. Our Adviser and Administrator collectively employ all of our personnel and pay their salaries, benefits, and general expenses directly. Gladstone Commercial Corporation conducts substantially all of its operations through a subsidiary, Gladstone Commercial Limited Partnership, a Delaware limited partnership (the “Operating Partnership”).
All references herein to “we,” “our,” “us” and the “Company” mean Gladstone Commercial Corporation and its consolidated subsidiaries, except where it is made clear that the term means only Gladstone Commercial Corporation.
Interim Financial Information
Our interim financial statements are prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and in accordance with Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. The year-end balance sheet data presented herein was derived from audited financial statements but does not include all disclosures required by GAAP. In the opinion of our management, all adjustments, consisting solely of normal recurring accruals, necessary for the fair statement of financial statements for the interim period, have been included. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 21, 2024. The results of operations for the three and nine months ended September 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
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Significant Accounting Policies
The preparation of our financial statements in accordance with GAAP requires management to make judgments that are subjective in nature and requires management to make certain estimates and assumptions. Application of these accounting policies involves the exercise of judgment regarding the use of assumptions as to future uncertainties, and as a result, actual results could materially differ from these estimates. A summary of all of our significant accounting policies is provided in Note 1, “Organization, Basis of Presentation and Significant Accounting Policies,” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. There were no material changes to our critical accounting policies during the three and nine months ended September 30, 2024.
Recently Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting - Improvements to Reportable Segment Disclosures.” The new standard improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The standard requires expanded disclosures regarding significant segments expense categories and a measure of profit or loss for each reportable segment. ASU 2023-08 is effective for fiscal years beginning after December 15, 2023. We are currently evaluating the impact from adopting ASU 2023-07, but we anticipate adopting this standard will not have a material impact to our consolidated financial statements.
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. David Gladstone, our chairman and chief executive officer. Two of our executive officers, Mr. Gladstone and Mr. Terry Lee Brubaker (our chief operating officer) serve as directors and executive officers of our Adviser and our Administrator. Our president, Mr. Arthur “Buzz” Cooper, is also an executive vice president of commercial and industrial real estate of our Adviser. Mr. Michael LiCalsi, our general counsel and secretary, also serves as our Administrator’s president, general counsel and secretary, as well as executive vice president of administration of our Adviser. We have entered into an advisory agreement with our Adviser, as amended from time to time (the “Advisory Agreement”), and an administration agreement with our Administrator (the “Administration Agreement”). The services and fees under the Advisory Agreement and Administration Agreement are described below. As of September 30, 2024 and December 31, 2023, $3.1 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 (“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 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
On July 14, 2020, we amended and restated the Advisory Agreement, which replaced the previous calculation of the base management fee with a calculation based on Gross Tangible Real Estate. The revised base management fee is payable quarterly in arrears and calculated at an annual rate of 0.425% (0.10625% per quarter) of the prior calendar quarter’s “Gross Tangible Real Estate,” defined in the Advisory Agreement as the current gross value of our property portfolio (meaning the aggregate of each property’s original acquisition price plus the cost of any subsequent capital improvements thereon). The calculation of the other fees in the Advisory Agreement was unchanged.
For the three and nine months ended September 30, 2024, we recorded a base management fee of $1.5 million and $4.6 million, respectively. For the three and nine months ended September 30, 2023, we recorded a base management fee of $1.6 million and $4.8 million, respectively.
Incentive Fee
Pursuant to the Advisory Agreement, the calculation of the incentive fee rewards the Adviser in circumstances where our quarterly Core FFO (defined at the end of this paragraph), before giving effect to any incentive fee, or pre-incentive fee Core FFO, exceeds 2.0% quarterly, or 8.0% annualized, of adjusted total stockholders’ equity (after giving effect to the base management fee but before giving effect to the incentive fee). We refer to this as the hurdle rate. The Adviser will receive 15.0% of the amount of our pre-incentive fee Core FFO that exceeds the hurdle rate. However, in no event shall the incentive fee for a particular quarter exceed by 15.0% (the cap) the average quarterly incentive fee paid by us for the previous four quarters (excluding quarters for which no incentive fee was paid). Core FFO, as defined in the Advisory Agreement, is GAAP net (loss) income (attributable) available to common stockholders, excluding the incentive fee, depreciation and amortization, any realized and unrealized gains, losses or other non-cash items recorded in net (loss) income (attributable) available to common stockholders for the period, and one-time events pursuant to changes in GAAP.
On January 10, 2023, the Company amended and restated the Advisory Agreement by entering into the Seventh Amended and Restated Investment Advisory Agreement between the Company and the Adviser (the “Seventh Amended Advisory Agreement”), as approved unanimously by our Board of Directors, including specifically, our independent directors. The Seventh Amended Advisory Agreement contractually eliminated the payment of the incentive fee for the quarters ended March 31, 2023 and June 30, 2023. The calculation of the other fees was unchanged.
On July 11, 2023, the Company amended and restated the Advisory Agreement by entering into the Eighth Amended and Restated Investment Advisory Agreement between the Company and the Adviser (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 was unchanged.
For the three months ended September 30, 2024, we recorded an incentive fee of $1.1 million, partially offset by credits related to non-contractual, unconditional, and irrevocable waivers issued by the Adviser of $0.4 million. For the nine months ended September 30, 2024, we recorded an incentive fee of $3.6 million, partially offset by credits related to non-contractual, unconditional, and irrevocable waivers issued by the Adviser of $1.4 million. For the three and nine months ended September 30, 2023, the contractually eliminated incentive fee would have been $0.9 million and $3.4 million, respectively.
Capital Gain Fee
Under the Advisory Agreement, we will pay to the Adviser a capital gain-based incentive fee that will be calculated and payable in arrears as of the end of each fiscal year (or upon termination of the Advisory Agreement). In determining the capital gain fee, we will calculate aggregate realized capital gains and aggregate realized capital losses for the applicable time period. For this purpose, aggregate realized capital gains and losses, if any, equals the realized gain or loss calculated by the difference between the sales price of the property, less any costs to sell the property and the current gross value of the property (equal to the property’s original acquisition price plus any subsequent non-reimbursed capital improvements) of the disposed property. At the end of the fiscal year, if this number is positive, then the capital gain fee payable for such time period shall equal 15.0% of such amount. No capital gain fee was recognized during the three and nine months ended September 30, 2024 or 2023.
Termination Fee
The Advisory Agreement includes a termination fee clause whereby, in the event of our termination of the agreement without cause (with 120 days’ prior written notice and the vote of at least two-thirds of our independent directors), a termination fee would be payable to the Adviser equal to two times the sum of the average annual base management fee and incentive fee earned by the Adviser during the 24-month period prior to such termination. A termination fee is also payable if the Adviser terminates the Advisory Agreement after we have defaulted and applicable cure periods have expired. The Advisory Agreement may also be terminated for cause by us (with 30 days’ prior written notice and the vote of at least two-thirds of our independent directors), with no termination fee payable. Cause is defined in the Advisory Agreement to include if the Adviser breaches any material provisions thereof, the bankruptcy or insolvency of the Adviser, dissolution of the Adviser and fraud or misappropriation of funds.
Administration Agreement
Under the terms of the Administration Agreement, we pay separately for our allocable portion of the Administrator’s overhead expenses in performing its obligations to us including, but not limited to, rent and our allocable portion of the salaries and benefits expenses of our Administrator’s employees, including, but not limited to, our chief financial officer, treasurer, chief compliance officer, general counsel and secretary (who also serves as our Administrator’s president, general counsel and secretary), and their respective staffs. Our allocable portion of the Administrator’s expenses are generally derived by multiplying our Administrator’s total expenses by the approximate percentage of time the Administrator’s employees perform services for us in relation to their time spent performing services for all companies serviced by our Administrator under contractual agreements. 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 for actual services performed. For the three and nine months ended September 30, 2024, we recorded an administration fee of $0.7 million and $2.0 million, respectively. For the three and nine months ended September 30, 2023, we recorded an administration fee of $0.6 million and $1.7 million, respectively.
Gladstone Securities
Gladstone Securities, LLC (“Gladstone Securities”), is a privately held broker dealer registered with the Financial Industry Regulatory Authority and insured by the Securities Investor Protection Corporation. Gladstone Securities is an affiliate of ours, as its parent company is owned and controlled by David Gladstone, our chairman and chief executive officer. Mr. Gladstone also serves on the board of managers of Gladstone Securities.
Mortgage Financing Arrangement Agreement
We entered into an agreement with Gladstone Securities, effective June 18, 2013, for it to act as our non-exclusive agent to assist us with arranging mortgage financing for our owned properties. 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. 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 September 30, 2024 and paid financing fees to Gladstone Securities of $0.01 million during the nine months ended September 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 $0.03 million and $0.1 million during the three and nine months ended September 30, 2023, which are included in mortgage notes payable, net, in the condensed consolidated balance sheets, or 0.38% and 0.29% 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.
Dealer Manager Agreement
On February 20, 2020, we entered into a dealer manager agreement, as amended on February 9, 2023 (together, the “Dealer Manager Agreement”), whereby Gladstone Securities acts as the exclusive dealer manager in connection with our offering (the “Offering”) of up to (i) 20,000,000 shares of 6.00% Series F Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series F Preferred Stock”), on a “reasonable best efforts” basis (the “Primary Offering”), and (ii) 6,000,000 shares of Series F Preferred Stock pursuant to our distribution reinvestment plan (the “DRIP”) to those holders of the Series F Preferred Stock who participate in such DRIP. Prior to the effectiveness of the Company’s Registration Statement on Form S-3 (File No. 333-277877) (the “2024 Registration Statement”), the Series F Preferred Stock was registered with the SEC pursuant to an automatic shelf registration statement on Form S-3 (File No. 333-268549), as was amended and supplemented (the “2022 Registration Statement”), under the Securities Act of 1933, as amended, and was offered and sold pursuant to a prospectus supplement, dated February 9, 2023, and a base prospectus dated November 23, 2022 relating to the 2022 Registration Statement. During the years ended December 31, 2020, 2021 and 2022, the Series F Preferred Stock was registered with the SEC pursuant to a registration statement on Form S-3 (File No. 333-236143) (the “2020 Registration Statement”), and offered and sold pursuant to a prospectus supplement, dated February 20, 2020, and a base prospectus dated February 11, 2020.
Under the Dealer Manager Agreement, Gladstone Securities, as dealer manager, provides certain sales, promotional and marketing services to us in connection with the Offering, and we pay Gladstone Securities (i) selling commissions of 6.0% of the gross proceeds from sales of Series F Preferred Stock in the Primary Offering (the “Selling Commissions”), and (ii) a dealer manager fee of 3.0% of the gross proceeds from sales of Series F Preferred Stock in the Primary Offering (the “Dealer Manager Fee”). No Selling Commissions or Dealer Manager Fee are paid with respect to shares sold pursuant to the DRIP. Gladstone Securities may, in its sole discretion, re-allow for payment of a portion of the Dealer Manager Fee to participating broker-dealers in support of the Offering. We paid fees of $0.01 million and $0.07 million to Gladstone Securities during the three and nine months ended September 30, 2024, respectively, in connection with the Offering. We paid fees of $0.1 million and $0.5 million to Gladstone Securities during the three and nine months ended September 30, 2023, respectively, in connection with the Offering.
3. Earnings (Loss) Per Share of Common Stock
The following tables set forth the computation of basic and diluted earnings (loss) per share of common stock for the three and nine months ended September 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 earnings (loss) per share calculations, as there would be no effect on the amounts since the Non-controlling OP Unitholders’ share of income (loss) would also be added back to net income (loss). Net income (loss) figures are presented net of such non-controlling interests in the income (loss) per share calculation.
We computed basic earnings (loss) per share for the three and nine months ended September 30, 2024 and 2023 using the weighted average number of shares outstanding during the respective periods. Diluted earnings (loss) per share for the three and nine months ended September 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 income (loss) available (attributable) to common stockholders as applicable to common stockholders that would result from their assumed issuance (dollars in thousands, except per share amounts).
Calculation of basic earnings (loss) per share of common stock:
Net income (loss) available (attributable) to common stockholders
$
8,467
$
(1,419)
$
7,153
$
(9,063)
Denominator for basic weighted average shares of common stock (1)
42,790,685
39,917,995
41,041,621
39,939,660
Basic earnings (loss) per share of common stock
$
0.20
$
(0.04)
$
0.17
$
(0.23)
Calculation of diluted earnings (loss) per share of common stock:
Net income (loss) available (attributable) to common stockholders
$
8,467
$
(1,419)
$
7,153
$
(9,063)
Net income (loss) available (attributable) to common stockholders plus assumed conversions (2)
$
8,467
$
(1,419)
$
7,153
$
(9,063)
Denominator for basic weighted average shares of common stock (1)
42,790,685
39,917,995
41,041,621
39,939,660
Effect of convertible Senior Common Stock (2)
—
—
—
—
Denominator for diluted weighted average shares of common stock (2)
42,790,685
39,917,995
41,041,621
39,939,660
Diluted earnings (loss) per share of common stock
$
0.20
$
(0.04)
$
0.17
$
(0.23)
(1)The weighted average number of OP Units held by Non-controlling OP Unitholders was 39,474 and 196,675 for the three and nine months ended September 30, 2024, respectively, and 391,468 and 391,468 for the three and nine months ended September 30, 2023, respectively.
(2)We excluded convertible shares of Senior Common Stock of 339,299 and 345,132 from the calculation of diluted earnings per share for the three and nine months ended September 30, 2024 and 2023, respectively, because they were anti-dilutive.
4. Real Estate and Intangible Assets
Real Estate
The following table sets forth the components of our investments in real estate as of September 30, 2024 and December 31, 2023, respectively, excluding real estate held for sale (dollars in thousands):
September 30, 2024
December 31, 2023
Real estate:
Land (1)
$
139,916
$
143,442
Building and improvements
1,019,056
1,020,661
Tenant improvements
55,316
57,261
Accumulated depreciation
(313,730)
(299,662)
Real estate, net
$
900,558
$
921,702
(1)This amount includes $2,711 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 and $29.8 million for the three and nine months ended September 30, 2024, respectively. Real estate depreciation expense on building and tenant improvements was $8.9 million and $31.2 million for the three and nine months ended September 30, 2023, respectively.
Acquisitions
We acquired six industrial properties during the nine months ended September 30, 2024, and acquired three industrial properties during the nine months ended September 30, 2023. The acquisitions are summarized below (dollars in thousands):
Nine Months Ended
Square Footage
Lease Term
Purchase Price
Capitalized Acquisition Expenses
September 30, 2024
(1)
192,227
21.0 years
$
22,122
$
435
September 30, 2023
(2)
183,803
18.7 years
$
17,539
$
349
(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. On August 29, 2024, we acquired a 50,102 square foot property in Midland, Texas for $10.2 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.
(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. 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.
We determined the fair value of assets acquired and liabilities assumed related to the properties acquired during the nine months ended September 30, 2024 and 2023 as follows (dollars in thousands):
Nine Months Ended September 30, 2024
Nine Months Ended September 30, 2023
Acquired assets and liabilities
Purchase price
Purchase price
Land
$
1,694
$
2,714
Building
15,665
11,423
Tenant Improvements
374
692
In-place Leases
1,616
1,001
Leasing Costs
2,265
1,270
Customer Relationships
418
439
Above Market Leases
90
(1)
—
Total Purchase Price
$
22,122
$
17,539
(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 three 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
Three Months Ending December 31, 2024
$
29,904
2025
120,765
2026
116,612
2027
102,150
2028
89,696
2029
81,671
Thereafter
387,395
In accordance with the lease terms, substantially all operating expenses are required to be paid by the tenant directly, or reimbursed to us from the tenant; however, we would be required to pay operating expenses on the respective properties in the event the tenants fail to pay them.
Lease Revenue Reconciliation
The table below sets forth the allocation of lease revenue between fixed contractual payments and variable lease payments for the three and nine months ended September 30, 2024 and 2023, respectively (dollars in thousands):
The following table summarizes the carrying value of intangible assets, liabilities and the accumulated amortization for each intangible asset and liability class as of September 30, 2024 and December 31, 2023, respectively, excluding real estate held for sale (dollars in thousands):
September 30, 2024
December 31, 2023
Lease Intangibles
Accumulated Amortization
Lease Intangibles
Accumulated Amortization
In-place leases
$
96,824
$
(64,278)
$
98,615
$
(63,269)
Leasing costs
89,565
(48,303)
84,844
(46,096)
Customer relationships
60,884
(36,890)
63,185
(36,231)
$
247,273
$
(149,471)
$
246,644
$
(145,596)
Deferred Rent Receivable/(Liability)
Accumulated (Amortization)/Accretion
Deferred Rent Receivable/(Liability)
Accumulated (Amortization)/Accretion
Above market leases
$
12,747
$
(10,488)
$
13,431
$
(10,675)
Below market leases and deferred revenue
(56,616)
33,017
(59,411)
30,087
Total amortization expense related to in-place leases, leasing costs and customer relationship lease intangible assets was $3.6 million and $12.9 million for the three and nine months ended September 30, 2024, respectively, and $3.6 million and $12.9 million for the three and nine months ended September 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 $0.4 million for the three and nine months ended September 30, 2024, respectively, and $0.1 million and $0.4 million for the three and nine months ended September 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 $1.7 million and $5.5 million for the three and nine months ended September 30, 2024, respectively, and $1.8 million and $6.2 million for the three and nine months ended September 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 nine months ended September 30, 2024 and 2023, were as follows:
Intangible Assets & Liabilities
September 30, 2024
September 30, 2023
In-place leases
21.3
18.0
Leasing costs
21.3
18.0
Customer relationships
25.1
22.7
Above market leases
25.1
0.0
All intangible assets & liabilities
22.2
19.6
5. Real Estate Dispositions, Held for Sale and Impairment Charges
Real Estate Dispositions
We sold six properties during the nine months ended September 30, 2024 and five properties during the nine months ended September 30, 2023.
During the nine months ended September 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 program 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 nine months ended September 30, 2024, we sold six non-core properties, located in Columbus, Ohio; Draper, Utah; Richardson, Texas; Egg Harbor, New Jersey; Cumming, Georgia; and Lawrenceville, Georgia, which are summarized in the table below (dollars in thousands):
Aggregate Square Footage Sold
Aggregate Sales Price
Aggregate Sales Costs
Aggregate Impairment Charge for the Nine Months Ended September 30, 2024
Aggregate Gain on Sale of Real Estate, net
412,767
$
36,325
$
1,193
$
493
$
10,554
Our dispositions during the nine months ended September 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 and nine months ended September 30, 2024 and 2023 (dollars in thousands):
For the three months ended September 30,
For the nine months ended September 30,
2024
2023
2024
2023
Operating revenue
$
80
$
959
$
1,400
$
3,424
Operating expense
4
9,149
(2)
969
(3)
14,902
(5)
Other income (expense), net
10,319
(1)
(224)
10,636
(4)
(748)
Income (expense) from real estate and related assets sold
$
10,395
$
(8,414)
$
11,067
$
(12,226)
(1)Includes a $10.3 million gain on sale of real estate, net, on the sale of two properties.
(2)Includes a $6.8 million impairment charge on one property.
(3)Includes a $0.5 million impairment charge on one property.
(4)Includes a $10.6 million gain on sale of real estate, net, on the sale of six properties and a $0.3 million gain on debt extinguishment, net, on the sale of two of those properties.
(5)Includes a $10.0 million impairment charge on three properties.
Real Estate Held for Sale
At September 30, 2024, we had two properties classified as held for sale, located in Fridley, Minnesota and Tifton, Georgia. We consider these assets to be non-core to our long-term strategy. At December 31, 2023, we had three properties classified as held for sale, located in Richardson, Texas; Columbus, Ohio; and Tifton, Georgia.
The table below summarizes the components of the assets and liabilities held for sale at September 30, 2024 and December 31, 2023 reflected on the accompanying condensed consolidated balance sheets (dollars in thousands):
We evaluated our portfolio for triggering events to determine if any of our held and used assets were impaired during the nine months ended September 30, 2024 and did not recognize an impairment charge. We recognized impairment charges of $5.0 million on two held for sale assets, located in Richardson, Texas and Fridley, Minnesota during the nine months ended September 30, 2024. In performing our held for sale assessments, the carrying value of these assets were above the fair value, less costs of sale. As a result, we impaired these properties to equal the fair market value less costs of sale. We recognized an impairment charge of $9.0 million during the nine months ended September 30, 2023 on two held and used assets, located in Columbus, Ohio and Draper, Utah, and recognized an impairment charge of $4.6 million on two held for sale assets, located in Richardson, Texas and Taylorsville, Utah. In performing our held for sale assessment, the carrying value of these assets were above the fair value, less costs of sale.
6. 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 September 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
September 30, 2024
September 30, 2024
December 31, 2023
September 30, 2024
September 30, 2024
Mortgage and other secured loans:
Fixed rate mortgage loans
44
$
266,121
$
298,122
(1)
(2)
Variable rate mortgage loans
1
7,308
—
N/A
(2)
Premiums and discounts, net
—
(16)
(42)
N/A
N/A
Deferred financing costs, mortgage loans, net
—
(1,792)
(2,227)
N/A
N/A
Total mortgage notes payable, net
45
$
271,621
$
295,853
(3)
Variable rate revolving credit facility
87
(6)
$
53,250
$
75,750
SOFR + 1.35%
(4)
8/18/2026
Total revolver
87
$
53,250
$
75,750
Variable rate term loan facility A
—
(6)
$
160,000
$
160,000
SOFR + 1.30%
(4)
8/18/2027
Variable rate term loan facility B
—
(6)
60,000
60,000
SOFR + 1.30%
(4)
2/11/2026
Variable rate term loan facility C
—
(6)
150,000
150,000
SOFR + 1.30%
(4)
2/18/2028
Deferred financing costs, term loan facility
—
(2,224)
(2,742)
N/A
N/A
Total term loan, net
N/A
$
367,776
$
367,258
Total mortgage notes payable and credit facility
132
$
692,647
$
738,861
(5)
(1)As of September 30, 2024, interest rates on our fixed rate mortgage notes payable varied from 2.80% to 6.63%.
(2)As of September 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 September 30, 2024 was approximately 4.23%.
(4)As of September 30, 2024, the Secured Overnight Financing Rate (“SOFR”) was approximately 4.96%.
(5)The weighted average interest rate on all debt outstanding as of September 30, 2024 was approximately 5.47%.
(6)The amount we may draw under our Credit Facility is based on a percentage of the fair value of a combined pool of 87 unencumbered properties as of September 30, 2024.
As of September 30, 2024, we had 39 mortgage notes payable, collateralized by a total of 45 properties with a net book value of $453.3 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 September 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 nine months ended September 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
%
During the nine months ended September 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 did not make any payments for deferred financing costs during the three months ended September 30, 2024 and we made payments of $0.04 million for deferred financing costs during the nine months ended September 30, 2024. We made payments of $0.3 million and $0.4 million for deferred financing costs during the three and nine months ended September 30, 2023, respectively.
Scheduled principal payments of mortgage notes payable for the three 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
Three Months Ending December 31, 2024
$
2,383
2025
34,346
2026
35,069
2027
95,090
2028
37,108
2029
20,911
Thereafter
48,522
Total
$
273,429
(1)
(1)This figure does not include $(0.02) million of premiums and (discounts), net, and $1.8 million of deferred financing costs, which are reflected in mortgage notes payable, net on the condensed consolidated balance sheets.
We believe we will be able to address all mortgage notes payable maturing over the next 12 months through a combination of refinancing our existing indebtedness, cash from operations, proceeds from one or more equity offerings and availability on our Credit Facility.
Interest Rate Cap and Interest Rate Swap Agreements
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. The fair value guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets;
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. 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 September 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. We record changes in the fair value of the interest rate cap agreements quarterly based on the current market valuations at quarter end. If the interest rate cap qualifies for hedge accounting, then the change in the estimated fair value is recorded to accumulated other comprehensive income to the extent that it is effective, with any ineffective portion recorded to interest expense in our condensed consolidated statements of operations and comprehensive income. If the interest rate cap does not qualify for hedge accounting, or if it is determined the hedge is ineffective, then 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 $1.0 million will be reclassified out of accumulated other comprehensive income into interest expense in our condensed consolidated statements of operations and comprehensive income, as a reduction to interest expense.The following table summarizes the interest rate caps at September 30, 2024 and December 31, 2023 (dollars in thousands):
September 30, 2024
December 31, 2023
Aggregate Cost
Aggregate Notional Amount
Aggregate Fair Value
Aggregate Notional Amount
Aggregate Fair Value
$
48
(1)
$
60,000
$
1
$
65,000
$
684
(1)We have entered into an interest rate cap agreement on variable rate debt with a SOFR cap of 5.50%.
We have assumed or entered into interest rate swap agreements in connection with certain of our mortgage financings and Credit Facility, whereby we will pay our counterparty a fixed interest rate on a monthly basis and receive payments from our counterparty equivalent to the stipulated floating rate. The fair value of our interest rate swap agreements is recorded in other assets or other liabilities on our accompanying condensed consolidated balance sheets. We have designated our interest rate swaps as cash flow hedges, and we record changes in the fair value of the interest rate swap agreement to accumulated other comprehensive income on the condensed consolidated balance sheets. We have designated our interest rate swaps as cash flow hedges, and we record changes in the fair value of the respective interest rate swap agreement to accumulated other comprehensive income on the consolidated balance sheets. We record changes in fair value on a quarterly basis, using current market valuations at quarter end. The following table summarizes our interest rate swaps at September 30, 2024 and December 31, 2023 (dollars in thousands):
September 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
$
360,787
$
3,860
$
(2,186)
$
361,676
$
6,222
$
(670)
The following table presents the impact of our derivative instruments in the condensed consolidated financial statements (dollars in thousands):
Amount of gain, net, recognized in Comprehensive Income
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Derivatives in cash flow hedging relationships
Interest rate caps
$
(62)
$
(654)
$
(690)
$
(2,429)
Interest rate swaps
(10,394)
5,743
(3,878)
9,647
Total
$
(10,456)
$
5,089
$
(4,568)
$
7,218
The following table presents the reclassifications of our derivative instruments out of accumulated other comprehensive income into interest expense in the condensed consolidated financial statements (dollars in thousands):
Amount reclassified out of Accumulated Other Comprehensive Income
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Interest rate caps
$
62
$
409
$
175
$
937
Total
$
62
$
409
$
175
$
937
The following table sets forth certain information regarding our derivative instruments (dollars in thousands):
Asset (Liability) Derivatives Fair Value at
Derivatives Designated as Hedging Instruments
Balance Sheet Location
September 30, 2024
December 31, 2023
Interest rate caps
Other assets
$
1
$
684
Interest rate swaps
Other assets
3,860
6,222
Interest rate swaps
Other liabilities
(2,186)
(670)
Total derivative liabilities, net
$
1,675
$
6,236
The fair value of all mortgage notes payable outstanding as of September 30, 2024 was $247.5 million, as compared to the carrying value stated above of $271.6 million. The fair value is calculated based on a discounted cash flow analysis, using management’s estimate of market interest rates on long-term debt with comparable terms and loan to value ratios. The fair value was calculated using Level 3 inputs of the hierarchy established by ASC 820, “Fair Value Measurements and Disclosures.”
Credit Facility
On August 18, 2022, we amended, extended and upsized our Credit Facility, increasing our Revolver from $100.0 million to $120.0 million (and its term to August 2026), adding the new $140.0 million Term Loan C, decreasing the principal balance of Term Loan B to $60.0 million and extending the maturity date of Term Loan A to August 2027. Term Loan C has a maturity date of February 18, 2028 and a SOFR spread ranging from 125 to 195 basis points, depending on our leverage. On September 27, 2022, we further increased the Revolver to $125.0 million and Term Loan C to $150.0 million, as permitted under the terms of the Credit Facility. We entered into multiple interest rate swap agreements on Term Loan C, which swap the interest rate to fixed rates from 3.15% to 3.75%. We incurred fees of approximately $4.2 million in connection with extending and upsizing our Credit Facility. The net proceeds of the transaction were used to repay the then-outstanding borrowings on the Revolver, pay off mortgage debt, and fund acquisitions. The Credit Facility’s current bank syndicate is comprised of KeyBank, Fifth Third Bank, The Huntington National Bank, Bank of America, Synovus Bank, United Bank, First Financial Bank, and S&T Bank.
As of September 30, 2024, there was $423.3 million outstanding under our Credit Facility, at a weighted average interest rate of approximately 6.27%, and no outstanding letters of credit. As of September 30, 2024, the maximum additional amount we could draw under the Credit Facility was $70.2 million. We were in compliance with all covenants under the Credit Facility as of September 30, 2024.
The amount outstanding under the Credit Facility approximates fair value as of September 30, 2024.
7. Commitments and Contingencies
Ground Leases
We are obligated as lessee under three ground leases. Future minimum rental payments due under the terms of these leases for the three months ending December 31, 2024 and each of the five succeeding fiscal years and thereafter are as follows (dollars in thousands):
Rental expense incurred for properties with ground lease obligations during the three and nine months ended September 30, 2024 was $0.1 million and $0.2 million, respectively. Rental expense incurred for properties with ground lease obligations during the three and nine months ended September 30, 2023 was $0.1 million and $0.3 million, respectively. 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. Our ground leases have a weighted average remaining lease term of 13.4 years and a weighted average discount rate of 5.30%.
Letters of Credit
As of September 30, 2024, there were no outstanding letters of credit.
8. Equity and Mezzanine Equity
Stockholders’ Equity
The following table summarizes the changes in our equity for the three and nine months ended September 30, 2024 and 2023 (dollars in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Senior Common Stock
Balance, beginning of period
$
1
$
1
$
1
$
1
Issuance of senior common stock, net
—
—
—
—
Balance, end of period
$
1
$
1
$
1
$
1
Common Stock
Balance, beginning of period
$
41
$
39
$
40
$
39
Issuance of common stock, net
2
—
3
1
Repurchase of common stock, net
—
—
—
(1)
Balance, end of period
$
43
$
39
$
43
$
39
Series F Preferred Stock
Balance, beginning of period
$
1
$
1
$
1
$
1
Issuance of Series F preferred stock, net
—
—
—
—
Redemption of Series F preferred stock, net
—
—
—
—
Balance, end of period
$
1
$
1
$
1
$
1
Additional Paid in Capital
Balance, beginning of period
$
742,114
$
728,580
$
730,256
$
721,327
Issuance of common stock and Series F preferred stock, net
On February 22, 2022, we entered into Amendment No. 1 to our At-the-Market Equity Offering Sales Agreement with sales agents Robert W. Baird & Co. Incorporated (“Baird”), Goldman Sachs & Co. LLC (“Goldman Sachs”), Stifel, Nicolaus & Company, Incorporated (“Stifel”), BTIG, LLC, and Fifth Third Securities, Inc. (“Fifth Third”), 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. We terminated the Prior Common Stock Sales Agreement effective as of February 10, 2023 in connection with the expiration of the 2020 Registration Statement on February 11, 2023.
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 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 nine months ended September 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. 1 to the 2023 Common Stock Sales Agreement (the “2024 Common Stock Sales Agreement”). 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 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 nine months ended September 30, 2024, we sold 3,450,500 shares of common stock, raising approximately $49.5 million in net proceeds under the 2024 Common Stock Sales Agreement.
Mezzanine Equity
Our 6.625% Series E Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”), and our 6.00% Series G Cumulative Redeemable Preferred Stock (“Series G Preferred Stock”) are classified as mezzanine equity in our condensed consolidated balance sheets because both are redeemable at the option of the shareholder upon a change of control of greater than 50%. A change in control of our company, outside of our control, is only possible if a tender offer is accepted by over 90% of our shareholders. 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. 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. We currently believe the likelihood of a change of control of greater than 50%, or a delisting event, is remote.
Universal Shelf Registration Statements
On November 23, 2022, we filed the 2022 Registration Statement. There was no limit on the aggregate amount of the securities that we could offer pursuant to the 2022 Registration Statement.
On March 13, 2024, we filed the 2024 Registration Statement, which was declared effective on March 21, 2024. The 2024 Registration Statement allows us to issue up to $1.3 billion of securities and replaces the 2022 Registration Statement.
Series F Preferred Stock
On February 20, 2020, we filed with the Maryland Department of Assessments and Taxation Articles Supplementary (i) setting forth the rights, preferences and terms of the Series F Preferred Stock and (ii) reclassifying and designating 26,000,000 shares of our authorized and unissued shares of common stock as shares of Series F Preferred Stock. 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 30,180 shares of our Series F Preferred Stock, raising $0.7 million in net proceeds, during the nine months ended September 30, 2024.
As of September 30, 2024 and December 31, 2023, we owned approximately 99.9% and 99.2%, respectively, of the outstanding OP Units. During the nine months ended September 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 September 30, 2024 and December 31, 2023, there were 39,474 and 310,643 outstanding OP Units held by Non-controlling OP Unitholders, respectively.
9. Subsequent Events
Distributions
On October 8, 2024, our Board of Directors declared the following monthly distributions for the months of October, November and December 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
October 22, 2024
October 31, 2024
$
0.10
$
0.138021
$
0.125
November 20, 2024
November 29, 2024
0.10
0.138021
0.125
December 20, 2024
December 31, 2024
0.10
0.138021
0.125
$
0.30
$
0.414063
$
0.375
Senior Common Stock Distributions
Payable to the Holders of Record During the Month of:
Payment Date
Distribution per Share
October
November 4, 2024
$
0.0875
November
December 4, 2024
0.0875
December
January 3, 2025
0.0875
$
0.2625
Series F Preferred Stock Distributions
Record Date
Payment Date
Distribution per Share
October 24, 2024
November 4, 2024
$
0.125
November 27, 2024
December 4, 2024
0.125
December 23, 2024
January 3, 2025
0.125
$
0.375
Equity Activity
Subsequent to September 30, 2024 and through November 4, 2024, we raised $2.9 million in net proceeds from the sale of 182,368 shares of common stock under our 2024 Common Stock Sales Agreement and we raised $0.1 million in net proceeds from the sale of 4,000 shares of Series F Preferred Stock.
Financing Activity
On October 21, 2024, we fully repaid one mortgage with an outstanding balance of $14.8 million collateralized by two properties. This mortgage had a fixed interest rate of 4.04%.
On October 21, 2024, we issued $15.2 million of fixed rate mortgage debt, collateralized by two properties, at an interest rate of 5.60% and a maturity date of August 31, 2029.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
All statements contained herein, other than historical facts, may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may relate to, among other things, future events or our future performance or financial condition. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “believe,” “will,” “provided,” “anticipate,” “future,” “could,” “growth,” “plan,” “intend,” “expect,” “should,” “would,” “if,” “seek,” “possible,” “potential,” “likely” or the negative of such terms or comparable terminology. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our business, financial condition, liquidity, results of operations, funds from operations or prospects to be materially different from any future business, financial condition, liquidity, results of operations, funds from operations or prospects expressed or implied by such forward-looking statements. For further information about these and other factors that could affect our future results, please see the captions titled “Forward-Looking Statements” and “Risk Factors” in this report and/or in our Annual Report on Form 10-K for the year ended December 31, 2023. We caution readers not to place undue reliance on any such forward-looking statements, which are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q.
This Quarterly Report includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. We have not independently verified the information contained in such sources.
All references to “we,” “our,” “us” and the “Company” in this Report mean Gladstone Commercial Corporation and its consolidated subsidiaries, except where otherwise noted or where the context indicates that the term means only Gladstone Commercial Corporation.
General
We are an externally advised real estate investment trust (“REIT”) that was incorporated under the General Corporation Law of the State of Maryland on February 14, 2003. We focus on acquiring, owning, and managing primarily office and industrial properties. Our properties are geographically diversified and our tenants cover a broad cross section of business sectors and range in size from small to very large private and public companies, many of which are corporations that do not have publicly rated debt. We have historically entered into, and intend in the future to enter into, purchase agreements primarily for real estate having net leases with remaining terms of approximately seven to 15 years and contractual rental rate increases. Under a net lease, the tenant is required to pay most or all operating, maintenance, repair and insurance costs and real estate taxes with respect to the leased property.
We actively communicate with buyout funds, real estate brokers and other third parties to locate properties for potential acquisition or to provide mortgage financing in an effort to build our portfolio. We target secondary growth markets that possess favorable economic growth trends, diversified industries, and growing population and employment.
All references to annualized generally accepted accounting principles (“GAAP”) rent are rents that each tenant pays in accordance with the terms of its respective lease reported evenly over the non-cancelable term of the lease.
As of November 4, 2024:
•we owned 135 properties totaling 16.8 million square feet of rentable space, located in 27 states;
•our occupancy rate was 98.5%;
•the weighted average remaining term of our mortgage debt was 3.7 years and the weighted average interest rate was 4.31%; and
•the average remaining lease term of the portfolio was 6.9 years.
The commercial real estate sector faced uncertainty in the first half of 2024 followed by some normalization in the third quarter of 2024. Although the Federal Reserve hinted at potential interest rate cuts at the end of 2023, higher than expected consumer price index data (as reported by the U.S. Bureau of Labor Statistics for all urban consumers) delayed interest rate cuts until September 2024 when the Federal Reserve voted to lower the federal funds rate to 4.75% - 5.00%. The lower federal funds rate was countered by a less positive than expected federal jobs report, causing treasury rates to increase since early October. The prolonged period of interest rate volatility and higher interest rates slowed the mortgage market and consequently dampened acquisition activity. As a result, real estate transaction volumes have remained low, with tightened credit standards and rising capital costs preventing many investors from entering the market.
Despite capital markets volatility, the industrial sector continues to demonstrate strong fundamentals, consistently outperforming other real estate categories. Cushman & Wakefield plc (“Cushman”) reported healthy industrial activity in the third quarter of 2024, with overall U.S. industrial net absorption of 29.4 million square feet, down from 46.3 million in the second quarter. Also, according to Cushman, new leasing activity measured 139.6 million square feet, which was up 1.8% compared to the second quarter of 2024 and 8.0% higher than the 10-year pre-pandemic average. Through September 2024, the U.S. recorded 433.6 million square feet of new transactions, with the market on pace to surpass 500.0 million square feet for the 10th straight year. Year-over-year, Cushman reports that industrial asking rents increased by 4.3% in the third quarter of 2024. Notably, Cushman reports that seven markets recorded absorption gains exceeding 3.0 million square feet in the third quarter of 2024, with significant contributions from Dallas-Fort Worth (10.5 million square feet), Savannah (6.6 million square feet), and Houston (6.2 million square feet).
The office sector in the third quarter of 2024 continued to recover from post-COVID lows. According to Jones Lang LaSalle Incorporated (“JLL”), the U.S. office availability rate declined for the first time in five years during the third quarter of 2024. In addition, office leasing over the past six months reflects 86% of pre-pandemic activity levels, and office attendance rates reached a post-pandemic record in the quarter. Despite these positive indicators, office concessions remain high according to JLL, symbolizing a gradual return and market that still has room for improvement.
Interest rates have fluctuated due to ongoing concerns about inflation, with the future direction of the Federal Reserve’s rate changes remaining uncertain. The yield on the 10-year U.S. Treasury Note, which declined slightly in the third quarter of 2024, ended the quarter at 3.81%. In addition to inflation and interest rates, we remain cognizant of the U.S. November elections and developments around the globe, including in the Middle East and Ukraine, all of which will impact the macroeconomy.
Despite these uncertainties, we believe that we are well positioned to navigate the current business environment.
We collected 100% of all outstanding cash rents for the nine months ended September 30, 2024. We believe that we have a diverse tenant base, and specifically, we do not have significant exposure to tenants in the retail, hospitality, airlines, and oil and gas industries. Additionally, our properties are located across 27 states, which we believe mitigates our exposure to regional economic and weather-related issues, including regulations or laws implemented by state and local governments, in any one geographic market or area. In the past, we have received rent modification requests from certain of our tenants, and we may receive additional requests in the future.
We believe we currently have adequate liquidity in the near term, and we believe the availability on our Credit Facility is sufficient to cover all near-term debt obligations and operating expenses and to continue our industrial growth strategy. We are in compliance with all of our debt covenants as of September 30, 2024. We amended our Credit Facility in 2019 to increase our borrowing capacity and extend its maturity date. In addition, on August 18, 2022, we added a new $150.0 million term loan component. Based on market observations and conversations we routinely have with lenders, we believe that credit continues to be available for well-capitalized borrowers. We continue to monitor our portfolio and intend to maintain a reasonably conservative liquidity position for the foreseeable future.
Other Business Environment Considerations
The geopolitical landscape remains fractured due to recent world events. Many domestic manufacturing businesses seek to limit supply chain disruptions by bringing their operations back to the U.S. The COVID-19 pandemic is behind us, but a level of work-from-home trends appear to be here to stay, which may affect demand for commercial real estate. We expect that industrial demand will be further buoyed by government investment in infrastructure and advanced manufacturing operations. The Federal Reserve recently indicated it does not expect additional rate increases and has indicated possible interest rate cuts, but the timing of those cuts is unknown. These uncertain times create both risks and opportunities for us and our tenants, and we believe we are well-capitalized and positioned to take advantage. The environmental landscape remains unpredictable due to
the increase in intensity of weather patterns, including hurricanes. We continue to monitor our properties and have not seen any significant impact to our properties in Florida, Georgia, North Carolina, South Carolina, and Tennessee from the recent hurricane season.
We continue to focus on re-leasing vacant space, renewing upcoming lease expirations, re-financing upcoming loan maturities, and acquiring additional properties with associated long-term leases. Currently, we have five partially vacant buildings and one fully vacant building. Our available vacant space at September 30, 2024 represents 1.5% of our total square footage and the annual carrying costs on the vacant space, including real estate taxes and property operating expenses, are approximately $1.8 million. We continue to actively seek new tenants for these properties.
We believe our lease expiration schedule for the remainder of 2024 is manageable, as it equates to 1.8% of our lease revenue at September 30, 2024. Property acquisitions since the beginning of 2020 have totaled $394.3 million and all but one transaction was industrial in nature, with a weighted average lease term of 14.0 years and a current weighted average lease term today of 10.8 years.
Our ability to make new investments is highly dependent upon our ability to procure financing. Our principal sources of financing generally include the issuance of equity securities, long-term mortgage loans secured by properties, borrowings under our $125.0 million senior unsecured revolving credit facility (“Revolver”), with KeyBank National Association (“KeyBank”), which matures in August 2026, our $160.0 million term loan facility (“Term Loan A”), which matures in August 2027, our $60.0 million term loan facility (“Term Loan B”), which matures in February 2026, and our $150.0 million term loan facility (“Term Loan C”) which matures in February 2028. We refer to the Revolver, Term Loan A, Term Loan B and Term Loan C collectively herein as the “Credit Facility”. While lenders’ credit standards have tightened, we continue to look to national and regional banks, insurance companies and non-bank lenders to make mortgage loans to finance our real estate activities.
Recent Developments
Sale Activity
During the nine months ended September 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 program 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 nine months ended September 30, 2024, we sold six non-core properties, located in Columbus, Ohio; Draper, Utah; Richardson, Texas; Egg Harbor, New Jersey; Cumming, Georgia; and Lawrenceville, Georgia, which are summarized in the table below (dollars in thousands):
Aggregate Square Footage Sold
Aggregate Sales Price
Aggregate Sales Costs
Aggregate Impairment Charge for the Nine Months Ended September 30, 2024
Aggregate Gain on Sale of Real Estate, net
412,767
$
36,325
$
1,193
$
493
$
10,554
Acquisition Activity
During the nine months ended September 30, 2024, we acquired six industrial properties located in Warfordsburg, Pennsylvania and Midland, Texas, which are summarized below (dollars in thousands):
Square Footage
Lease Term
Purchase Price
Capitalized Acquisition Expenses
Annualized GAAP Fixed Lease Payments
192,227
21.0 years
$
22,122
$
435
$
2,426
Leasing Activity
During and subsequent to the nine months ended September 30, 2024, we executed ten leases, which are summarized below (dollars in thousands):
During the nine months ended September 30, 2024, we had three lease terminations, which are summarized below (dollars in thousands):
Aggregate Square Footage Reduced
Aggregate Accelerated Rent
Aggregate Accelerated Rent Recognized through September 30, 2024
93,937
$
589
$
589
Financing Activity
During the nine months ended September 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
%
On October 21, 2024, we fully repaid one mortgage with an outstanding balance of $14.8 million collateralized by two properties. This mortgage had a fixed rate of 4.04%.
During the nine months ended September 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
On October 21, 2024, we issued $15.2 million of fixed rate mortgage debt, collateralized by two properties, at an interest rate of 5.60% and a maturity date of August 31, 2029.
Equity Activities
Common Stock ATM Programs
On February 22, 2022, we entered into Amendment No. 1 to our At-the-Market Equity Offering Sales Agreement with sales agents Robert W. Baird & Co. Incorporated (“Baird”), Goldman Sachs & Co. LLC (“Goldman Sachs”), Stifel, Nicolaus & Company, Incorporated (“Stifel”), BTIG, LLC, and Fifth Third Securities, Inc. (“Fifth Third”), 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 Company’s Registration Statement on Form S-3 (File No. 333-236143) (the “2020 Registration Statement”), and future registration statements on Form S-3. We terminated the Prior Common Stock Sales Agreement effective as of February 10, 2023 in connection with the expiration of the 2020 Registration Statement on February 11, 2023.
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 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 $250.0 million of common stock. During the nine months ended September 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. 1 to the 2023 Common Stock Sales Agreement (the “2024 Common Stock Sales Agreement”). The amendment permitted shares of common stock to be issued pursuant to the 2024 Common Stock Sales Agreement under the Company’s Registration Statement on Form S-3 (File No. 333-277877) (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 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 nine months ended September 30, 2024, we sold 3,450,500 shares of common stock, raising approximately $49.5 million in net proceeds under the 2024 Common Stock Sales Agreement.
Universal Shelf Registration Statements
On November 23, 2022, we filed an automatic shelf registration statement on Form S-3 (File No. 333-268549) (the “2022 Registration Statement”). There was no limit on the aggregate amount of the securities that we could offer pursuant to the 2022 Registration Statement.
On March 13, 2024, we filed the 2024 Registration Statement, which was declared effective on March 21, 2024. The 2024 Registration Statement allows us to issue up to $1.3 billion of securities and replaces the 2022 Registration Statement.
Series F Preferred Stock Continuous Offering
On February 20, 2020, we filed with the Maryland Department of Assessments and Taxation Articles Supplementary (i) setting forth the rights, preferences and terms of the 6.00% Series F Cumulative Redeemable Preferred Stock, par value $0.001 per share, (the “Series F Preferred Stock”) and (ii) reclassifying and designating 26,000,000 shares of our authorized and unissued shares of common stock as shares of Series F Preferred Stock. 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 30,180 shares of our Series F Preferred Stock, raising $0.7 million in net proceeds, during the nine months ended September 30, 2024.
Non-controlling Interest in Operating Partnership
Gladstone Commercial Corporation conducts substantially all of its operations through a subsidiary, Gladstone Commercial Limited Partnership, a Delaware limited partnership (the “Operating Partnership”). As of September 30, 2024 and December 31, 2023, we owned approximately 99.9% and 99.2%, respectively, of the outstanding operating partnership units in the Operating Partnership (“OP Units”). During the nine months ended September 30, 2024, we redeemed 271,169 OP Units for an equivalent amount of common stock.
As of September 30, 2024 and December 31, 2023, there were 39,474 and 310,643 outstanding OP Units held by holders who do not control the Operating Partnership (“Non-controlling OP Unitholders”), respectively.
Gladstone Management Corporation, a Delaware corporation (our “Adviser”), seeks to diversify our portfolio to avoid dependence on any one particular tenant, industry or geographic market. By diversifying our portfolio, our Adviser intends to reduce the adverse effect on our portfolio of a single under-performing investment or a downturn in any particular industry or geographic market. For the nine months ended September 30, 2024, our largest tenant comprised only 4.3% of total lease revenue. The table below reflects the breakdown of our total lease revenue by tenant industry classification for the three and nine months ended September 30, 2024 and 2023 (dollars in thousands):
The tables below reflect the breakdown of total lease revenue by state for the three and nine months ended September 30, 2024 and 2023 (dollars in thousands):
State
Lease Revenue for the three months ended September 30, 2024
Percentage of Lease Revenue
Number of Leases for the three months ended September 30, 2024
Lease Revenue for the three months ended September 30, 2023
Percentage of Lease Revenue
Number of Leases for the three months ended September 30, 2023
Pennsylvania
$
7,084
18.1
%
11
$
3,640
10.0
%
9
Texas
4,714
12.0
15
4,510
12.4
14
Florida
4,268
10.9
9
4,236
11.6
9
Ohio
3,089
7.9
15
3,660
10.0
16
Georgia
2,976
7.6
9
3,109
8.5
11
North Carolina
2,372
6.0
10
2,398
6.6
10
Alabama
2,170
5.5
6
2,168
5.9
6
Colorado
1,872
4.8
4
1,869
5.1
4
Michigan
1,745
4.4
6
1,638
4.5
6
Indiana
1,190
3.0
10
1,053
2.9
10
All Other States
7,755
19.8
38
8,183
22.5
42
Total
$
39,235
100.0
%
133
$
36,464
100.0
%
137
State
Lease Revenue for the nine months ended September 30, 2024
Percentage of Lease Revenue
Number of Leases for the nine months ended September 30, 2024
Lease Revenue for the nine months ended September 30, 2023
Percentage of Lease Revenue
Number of Leases for the nine months ended September 30, 2023
Pennsylvania
$
14,901
13.3
%
11
$
11,097
9.9
%
9
Texas
13,854
12.4
15
13,607
12.2
14
Florida
12,820
11.4
9
15,118
13.5
9
Ohio
9,340
8.3
15
10,772
9.6
16
Georgia
9,295
8.3
9
9,007
8.1
11
North Carolina
7,057
6.3
10
7,009
6.3
10
Alabama
6,511
5.8
6
6,653
6.0
6
Colorado
5,611
5.0
4
5,609
5.0
4
Michigan
5,084
4.5
6
4,850
4.3
6
Indiana
3,519
3.1
10
3,141
2.8
10
All Other States
24,021
21.6
38
24,812
22.3
42
Total
$
112,013
100.0
%
133
$
111,675
100.0
%
137
Our Adviser and Administrator
Our Adviser is led by a management team with extensive experience purchasing real estate and originating mortgage loans. Our Adviser and Gladstone Administration, LLC, a Delaware limited liability company (our “Administrator”) are controlled by Mr. David Gladstone, who is also our chairman and chief executive officer. Mr. Gladstone also serves as the chairman and chief executive officer of both our Adviser and Administrator, as well as president and chief investment officer of our Adviser. Mr. Terry Lee Brubaker, our chief operating officer, is also the vice chairman and chief operating officer of our Adviser and Administrator and assistant secretary of our Adviser. Mr. Arthur “Buzz” Cooper, our president, also serves as executive vice president of commercial and industrial real estate of our Adviser. Our Administrator employs our chief financial officer, treasurer, chief compliance officer, general counsel and secretary, Mr. Michael LiCalsi (who also serves as our Administrator’s president, general counsel, and secretary, as well as executive vice president of administration of our Adviser) and their respective staffs.
Our Adviser and Administrator also provide investment advisory and administrative services, respectively, to certain of our affiliates, including, but not limited to, Gladstone Capital Corporation and Gladstone Investment Corporation, both publicly-traded business development companies, as well as Gladstone Land Corporation, a publicly-traded REIT that primarily invests in farmland. With the exception of Mr. Gary Gerson, our chief financial officer, Mr. Jay Beckhorn, our treasurer, and Mr. Cooper, all of our executive officers and all of our directors serve as either directors or executive officers, or both, of Gladstone Capital Corporation and Gladstone Investment Corporation. In addition, with the exception of Messrs. Cooper and Gerson, all of our executive officers and all of our directors, serve as either directors or executive officers, or both, of Gladstone
Land Corporation. Messrs. Cooper and Gerson do not put forth any material efforts in assisting affiliated companies. In the future, our Adviser may provide investment advisory services to other companies, both public and private.
Advisory and Administration Agreements
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. David Gladstone, our chairman and chief executive officer. We have entered into an advisory agreement with our Adviser, as amended from time to time (the “Advisory Agreement”), and an administration agreement with our Administrator (the “Administration Agreement”). The services and fees under the Advisory Agreement and Administration Agreement are described below.
Under the terms of the Advisory Agreement, we are responsible for all expenses incurred for our direct benefit. Examples of these expenses include legal, accounting, interest, directors’ and officers’ insurance, stock transfer services, stockholder-related fees, consulting and related fees. In addition, we are also responsible for all fees charged by third parties that are directly related to our business, which include real estate brokerage fees, mortgage placement fees, lease-up fees and transaction structuring fees (although we may be able to pass all or some of such fees on to our tenants and borrowers). Our entrance into the Advisory Agreement and each amendment thereto has been approved unanimously by our board of directors (“Board of Directors”). Our Board of Directors reviews and considers renewing the agreement with our Adviser annually, typically during the month of July. During its July 2024 meeting, our Board of Directors reviewed and renewed the Advisory Agreement and Administration Agreement for an additional year, through August 31, 2025.
Base Management Fee
On July 14, 2020, we amended and restated the Advisory Agreement, which replaced the previous calculation of the base management fee with a calculation based on Gross Tangible Real Estate. The revised base management fee is payable quarterly in arrears and calculated at an annual rate of 0.425% (0.10625% per quarter) of the prior calendar quarter’s “Gross Tangible Real Estate,” defined in the Advisory Agreement as the current gross value of our property portfolio (meaning the aggregate of each property’s original acquisition price plus the cost of any subsequent capital improvements thereon). The calculations of the other fees in the Amended Agreement was unchanged.
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.
Incentive Fee
Pursuant to the Advisory Agreement, the calculation of the incentive fee rewards the Adviser in circumstances where our quarterly Core FFO (defined at the end of this paragraph), before giving effect to any incentive fee, or pre-incentive fee Core FFO, exceeds 2.0% quarterly, or 8.0% annualized, of adjusted total stockholders’ equity (after giving effect to the base management fee but before giving effect to the incentive fee). We refer to this as the hurdle rate. The Adviser will receive 15.0% of the amount of our pre-incentive fee Core FFO that exceeds the hurdle rate. However, in no event shall the incentive fee for a particular quarter exceed by 15.0% (the cap) the average quarterly incentive fee paid by us for the previous four quarters (excluding quarters for which no incentive fee was paid). Core FFO (as defined in the Advisory Agreement) is GAAP net (loss) income (attributable) available to common stockholders, excluding the incentive fee, depreciation and amortization, any realized and unrealized gains, losses or other non-cash items recorded in net (loss) income (attributable) available to common stockholders for the period, and one-time events pursuant to changes in GAAP.
On January 10, 2023, we amended and restated the Advisory Agreement by entering into the Seventh Amended Advisory Agreement, as approved unanimously by our Board of Directors, including specifically, our independent directors. The Seventh Amended Advisory Agreement contractually eliminated the payment of the incentive fee for the quarters ended March 31, 2023 and June 30, 2023. The calculation of the other fees was unchanged.
On July 11, 2023, we amended and restated the Advisory Agreement by entering into the Eighth Amended Advisory Agreement, as approved unanimously by our Board of Directors, including specifically, our independent directors. The Eighth Amended Advisory Agreement contractually eliminated the payment of the incentive fee for the quarters 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 was unchanged.
Under the Advisory Agreement, we will pay to the Adviser a capital gain-based incentive fee that will be calculated and payable in arrears as of the end of each fiscal year (or upon termination of the Advisory Agreement). In determining the capital gain fee, we will calculate aggregate realized capital gains and aggregate realized capital losses for the applicable time period. For this purpose, aggregate realized capital gains and losses, if any, equals the realized gain or loss calculated by the difference between the sales price of the property, less any costs to sell the property and the current gross value of the property (equal to the property’s original acquisition price plus any subsequent non-reimbursed capital improvements) of the disposed property. At the end of the fiscal year, if this number is positive, then the capital gain fee payable for such time period shall equal 15.0% of such amount. No capital gain fee was recognized during the three and nine months ended September 30, 2024 or 2023.
Termination Fee
The Advisory Agreement includes a termination fee clause whereby, in the event of our termination of the agreement without cause (with 120 days’ prior written notice and the vote of at least two-thirds of our independent directors), a termination fee would be payable to the Adviser equal to two times the sum of the average annual base management fee and incentive fee earned by the Adviser during the 24-month period prior to such termination. A termination fee is also payable if the Adviser terminates the agreement after the Company has defaulted and applicable cure periods have expired. The agreement may also be terminated for cause by us (with 30 days’ prior written notice and the vote of at least two-thirds of our independent directors), with no termination fee payable. Cause is defined in the Advisory Agreement to include if the Adviser breaches any material provisions of the agreement, the bankruptcy or insolvency of the Adviser, dissolution of the Adviser and fraud or misappropriation of funds.
Administration Agreement
Under the terms of the Administration Agreement, we pay separately for our allocable portion of our Administrator’s overhead expenses in performing its obligations to us including, but not limited to, rent and our allocable portion of the salaries and benefits expenses of our Administrator’s employees, including, but not limited to, our chief financial officer, treasurer, chief compliance officer, general counsel and secretary (who also serves as our Administrator’s president, general counsel and secretary), and their respective staffs. Our allocable portion of the Administrator’s expenses are generally derived by multiplying our Administrator’s total expenses by the appropriate percentage of time the Administrator’s employees perform services for us in relation to their time spent performing services for all companies serviced by our Administrator under contractual agreements.
Significant Accounting Policies and Estimates
The preparation of our financial statements in accordance with GAAP requires management to make judgments that are subjective in nature to make certain estimates and assumptions. Application of these accounting policies involves the exercise of judgment regarding the use of assumptions as to future uncertainties, and as a result, actual results could materially differ from these estimates. A summary of all of our significant accounting policies is provided in Note 1 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023, filed by us with the U.S. Securities and Exchange Commission (the “SEC”) on February 21, 2024 (our “2023 Form 10-K”). There were no material changes to our critical accounting policies or estimates during the nine months ended September 30, 2024.
Results of Operations
The weighted average yield on our total portfolio, which was 8.5% and 8.0% as of September 30, 2024 and 2023, respectively, is calculated by taking the annualized straight-line rents plus operating expense recoveries, reflected as lease revenue on our condensed consolidated statements of operations and other comprehensive income, less property operating expenses, of each acquisition since inception, as a percentage of the acquisition cost plus subsequent capital improvements. The weighted average yield does not account for the interest expense incurred on the mortgages placed on our properties.
A comparison of our operating results for the three and nine months ended September 30, 2024 and 2023 is below (dollars in thousands, except per share amounts):
For the three months ended September 30,
2024
2023
$ Change
% Change
Operating revenues
Lease revenue
$
39,235
$
36,464
$
2,771
7.6
%
Total operating revenues
$
39,235
$
36,464
$
2,771
7.6
%
Operating expenses
Depreciation and amortization
$
13,343
$
12,485
$
858
6.9
%
Property operating expenses
6,681
6,821
(140)
(2.1)
%
Base management fee
1,528
1,597
(69)
(4.3)
%
Incentive fee
1,146
—
1,146
100.0
%
Administration fee
725
624
101
16.2
%
General and administrative
970
1,306
(336)
(25.7)
%
Impairment charge
4,549
6,754
(2,205)
(32.6)
%
Total operating expense before incentive fee waiver
$
28,942
$
29,587
$
(645)
(2.2)
%
Incentive fee waiver
(396)
—
(396)
100.0
%
Total operating expenses
$
28,546
$
29,587
$
(1,041)
(3.5)
%
Other income (expense)
Interest expense
$
(9,299)
$
(9,936)
$
637
(6.4)
%
Gain on sale of real estate, net
10,319
4,696
5,623
119.7
%
Other income
12
155
(143)
(92.3)
%
Total other income (expense), net
$
1,032
$
(5,085)
$
6,117
(120.3)
%
Net income
$
11,721
$
1,792
$
9,929
554.1
%
Distributions attributable to Series E, F, and G preferred stock
(3,106)
(3,099)
(7)
0.2
%
Distributions attributable to senior common stock
(106)
(108)
2
(1.9)
%
Gain (loss) on extinguishment of Series F preferred stock
2
(1)
3
(300.0)
%
Net income (loss) available (attributable) to common stockholders and Non-controlling OP Unitholders
$
8,511
$
(1,416)
$
9,927
(701.1)
%
Net income (loss) available (attributable) to common stockholders and Non-controlling OP Unitholders per weighted average share and unit - basic & diluted
$
0.20
$
(0.04)
$
0.24
(600.0)
%
FFO available to common stockholders and Non-controlling OP Unitholders - basic (1)
$
16,084
$
13,127
$
2,957
22.5
%
FFO available to common stockholders and Non-controlling OP Unitholders - diluted (1)
$
16,190
$
13,235
$
2,955
22.3
%
FFO per weighted average share of common stock and Non-controlling OP Units - basic (1)
$
0.38
$
0.33
$
0.05
15.2
%
FFO per weighted average share of common stock and Non-controlling OP Units - diluted (1)
$
0.38
$
0.33
$
0.05
15.2
%
(1)Refer to the “Funds from Operations” section below within the Management’s Discussion and Analysis section for the definition of FFO.
Total operating expense before incentive fee waiver
$
79,255
$
87,967
$
(8,712)
(9.9)
%
Incentive fee waiver
(1,417)
—
(1,417)
100.0
%
Total operating expenses
$
77,838
$
87,967
$
(10,129)
(11.5)
%
Other income (expense)
Interest expense
$
(28,259)
$
(27,845)
$
(414)
1.5
%
Gain on sale of real estate, net
10,554
4,245
6,309
148.6
%
Gain on debt extinguishment, net
300
—
300
100.0
%
Other income
73
262
(189)
(72.1)
%
Total other expense, net
$
(17,332)
$
(23,338)
$
6,006
(25.7)
%
Net income
$
16,843
$
370
$
16,473
4,452.2
%
Distributions attributable to Series E, F, and G preferred stock
(9,334)
(9,179)
(155)
1.7
%
Distributions attributable to senior common stock
(317)
(323)
6
(1.9)
%
Loss on extinguishment of Series F preferred stock
(4)
(12)
8
(66.7)
%
Gain on repurchase of Series G preferred stock
—
3
(3)
(100.0)
%
Net income (loss) available (attributable) to common stockholders and Non-controlling OP Unitholders
$
7,188
$
(9,141)
$
16,329
(178.6)
%
Net income (loss) available (attributable) to common stockholders and Non-controlling OP Unitholders per weighted average share and unit - basic & diluted
$
0.17
$
(0.23)
$
0.40
(173.9)
%
FFO available to common stockholders and Non-controlling OP Unitholders - basic (1)
$
44,060
$
44,316
$
(256)
(0.6)
%
FFO available to common stockholders and Non-controlling OP Unitholders - diluted (1)
$
44,377
$
44,639
$
(262)
(0.6)
%
FFO per weighted average share of common stock and Non-controlling OP Unit - basic (1)
$
1.07
$
1.10
$
(0.03)
(2.7)
%
FFO per weighted average share of common stock and Non-controlling OP Unit - diluted (1)
$
1.07
$
1.10
$
(0.03)
(2.7)
%
(1)Refer to the “Funds from Operations” section below within the Management’s Discussion and Analysis section for the definition of FFO.
Same Store Analysis
For the purposes of the following discussion, “same store properties” are properties we owned as of January 1, 2023, which have not been subsequently vacated or disposed of. “Acquired & disposed properties” are properties which were acquired, disposed of or classified as held for sale at any point subsequent to December 31, 2022. “Properties with vacancy” are properties that were fully vacant or had greater than 5.0% vacancy, based on square footage, at any point subsequent to January 1, 2023.
Lease revenues consist of rental income and operating expense recoveries earned from our tenants. Lease revenues from same store properties increased for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, due to a settlement received at one of our properties related to deferred maintenance. Lease revenues from same store properties increased for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, due to a settlement received at one of our properties related to deferred maintenance, partially offset by accelerated rent attributable to a lease termination during the nine months ended September 30, 2023. Lease revenues decreased for acquired and disposed of properties for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, primarily due to the loss of variable lease payments from the eight property sales subsequent to September 30, 2023, minimally offset by lease revenue from the eight properties acquired subsequent to September 30, 2023. Lease revenues decreased for acquired and disposed of properties for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, primarily due to the loss of variable lease payments from the eight property sales subsequent to September 30, 2023, minimally offset by lease revenue from the eight properties acquired subsequent to September 30, 2023 and accelerated rent attributable to a lease termination on a property that was sold during the nine months ended September 30, 2024. Lease revenues decreased for our properties with vacancy for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, mainly due to a loss of rental revenue from increased vacancy, partially offset by an increase in variable lease payments. Lease revenues increased for our properties with vacancy for the nine months ended September 30, 2024 from the comparable 2023 period, due to an increase in variable lease payments.
Operating Expenses
Depreciation and amortization expense increased for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, due to an increase in depreciation and amortization expense on the eight properties acquired subsequent to September 30, 2023. Depreciation and amortization expense decreased for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, due to the reduced depreciation and amortization expense from the eight property sales subsequent to September 30, 2023.
Property operating expenses consist of franchise taxes, property management fees, insurance, ground lease payments, property maintenance and repair expenses paid on behalf of certain of our properties. The increase in property operating expenses for same store properties for the three and nine months ended September 30, 2024, from the comparable 2023 period, was a result of general cost increases due to the inflationary environment during the three and nine months ended September 30, 2024. The decrease in property operating expenses for acquired and disposed of properties for the three and nine months ended September 30, 2024, from the comparable 2023 period, is a result of a decrease in property operating expenses from the eight property sales subsequent to September 30, 2023, minimally offset by the property operating expense from the eight properties acquired subsequent to September 30, 2023. The increase in property operating expenses for properties with vacancy for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, is a result of increased repair expense. The decrease in property operating expenses for properties with vacancy for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, is a result of a lower reduction in real estate taxes due to successful appeals as compared to the prior period.
The base management fee paid to the Adviser decreased for the three and nine months ended September 30, 2024, as compared to the three and nine months ended September 30, 2023, due to a decrease in Gross Tangible Real Estate over the three and nine months ended September 30, 2024 from property sales as compared to Gross Tangible Real Estate during the three and nine months ended September 30, 2023. The calculation of the base management fee is described in detail above in subheading “Advisory and Administration Agreements.”
The incentive fee paid to the Adviser increased for the three and nine months ended September 30, 2024, as compared to the three and nine months ended September 30, 2023, due to the payment of the incentive fee being contractually eliminated for the quarters ended March 31, 2023 through September 30, 2023, as outlined in the Seventh Amended Advisory Agreement and Eighth Amended Advisory Agreement. We recorded an incentive fee, which was partially waived, during the three and nine months ended September 30, 2024. The calculation of the incentive fee is described in detail above in subheading “Advisory and Administration Agreements.”
The administration fee paid to the Administrator increased for the three and nine months ended September 30, 2024, as compared to the three and nine months ended September 30, 2023, due to our Administrator incurring greater costs that are allocated to us. The calculation of the administration fee is described in detail above in subheading “Advisory and Administration Agreements.”
General and administrative expenses decreased for the three and nine months ended September 30, 2024, as compared to the three and nine months ended September 30, 2023 mainly due to a reduction in legal fee expenses.
Other Income and Expenses
Interest expense decreased for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. This decrease was primarily a result of costs associated with the maturity of several interest rate caps in the previous period. Interest expense increased for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. This increase was primarily a result of increased interest costs on variable rate debt, as global interest rates increased through most of the period in reaction to growing inflation, partially offset with costs associated with the maturity of several interest rate caps in the prior period.
We sold six non-core office properties during the nine months ended September 30, 2024, and as a result, incurred a gain on sale of real estate, net, and a gain on debt extinguishment, net. We sold five non-core office properties during the nine months ended September 30, 2023, and as a result, incurred a gain on sale of real estate, net.
Other income decreased for the three and nine months ended September 30, 2024, as compared to the three and nine months ended September 30, 2023, due to nonrecurring income items that occurred in the three and nine months ended September 30, 2023.
Net Income Available to Common Stockholders and Non-controlling OP Unitholders
Net income available to common stockholders and Non-controlling OP Unitholders increased for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, primarily due to settlement revenue related to deferred maintenance in the current period, higher impairment charges in the prior period, and a gain on sale, net, during the current period. This was partially offset by the incentive fee payable to the Adviser accrued in the current period, which was contractually eliminated in the prior period. Net income available to common stockholders and Non-controlling OP Unitholders increased for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, primarily due to a decrease in depreciation and amortization as well as property operating expenses from the eight property sales subsequent to September 30, 2023, higher impairment charges in the prior period, and a gain on sale, net, during the current period. This was partially offset by the incentive fee payable to the Adviser accrued in the current period, which was contractually eliminated in the prior period.
Liquidity and Capital Resources
Overview
Our sources of liquidity include cash flows from operations, cash and cash equivalents, borrowings under our Credit Facility, and additional issuances of equity and/or debt securities. Our available liquidity as of September 30, 2024 was $80.7 million, consisting of approximately $10.5 million in cash and cash equivalents and available borrowing capacity of $70.2 million under our Credit Facility. Our available borrowing capacity under the Credit Facility increased to $73.5 million as of November 4, 2024.
Future Capital Needs
We actively seek conservative investments that we expect are likely to produce income to pay distributions to our stockholders. We intend to use the proceeds received from future equity raised and debt capital borrowed to continue to invest in industrial and office real property, make mortgage loans, or pay down outstanding borrowings under our Revolver. Accordingly, to ensure that we are able to effectively execute our business strategy, we routinely review our liquidity requirements and continually evaluate all potential sources of liquidity. Our short-term liquidity needs include proceeds necessary to fund our distributions to stockholders, pay the debt service costs on our existing long-term mortgages, refinance maturing debt and fund our current operating costs. Our long-term liquidity needs include proceeds necessary to grow and maintain our portfolio of investments.
We believe that our available liquidity is sufficient to fund our distributions to stockholders, pay the debt service costs on our existing long-term mortgages and fund our current operating costs in the near term. We also believe we will be able to refinance our mortgage debt as it matures. Additionally, to satisfy our short-term obligations, we may request credits to our management fees that are issued from our Adviser, although our Adviser is under no obligation to provide any such credits, either in whole or in part. We further believe that our cash flows from operations coupled with the financing capital available to us in the future are sufficient to fund our long-term liquidity needs.
Equity Capital
During the nine months ended September 30, 2024, we raised net proceeds of $49.5 million of common equity under the 2024 Common Stock Sales Agreement. We raised net proceeds of $0.7 million from sales of our Series F Preferred Stock during the nine months ended September 30, 2024.
As of November 4, 2024, we had the ability to raise up to $1.0 billion of additional equity capital through the sale and issuance of securities that are registered under the 2024 Registration Statement, in one or more future public offerings. We expect to continue to use our 2024 Common Stock Sales Agreement as a source of liquidity for the remainder of 2024.
Debt Capital
As of September 30, 2024, we had 39 mortgage notes payable in the aggregate principal amount of $273.4 million, collateralized by a total of 45 properties with a remaining weighted average maturity of 3.5 years. The weighted-average interest rate on the mortgage notes payable as of September 30, 2024 was 4.23%.
We continue to see banks and other non-bank lenders willing to issue mortgages for properties comparable to those held in our portfolio on terms that are commercially reasonable. Consequently, we remain focused on obtaining mortgages through insurance companies, regional banks, non-bank lenders and, to a lesser extent, the commercial mortgage-backed securities market.
As of September 30, 2024, we had mortgage debt in the aggregate principal amount of $2.4 million payable during the remainder of 2024 and $34.3 million payable during 2025. The 2024 principal amount payable includes amortizing principal payments only, as there are no balloon principal payments due during the remaining three months of 2024. We anticipate being able to refinance our mortgages that come due during 2025 with a combination of new mortgage debt, availability under our Credit Facility, the issuance of additional equity securities under our 2024 Common Stock Sales Agreement, the sale and issuance of other equity securities (including our Series F Preferred Stock) that are registered under the 2024 Registration Statement, or the sale and issuance of unregistered equity or debt securities.
Operating Activities
Net cash provided by operating activities during the nine months ended September 30, 2024, was $34.2 million, as compared to net cash provided by operating activities of $48.5 million for the nine months ended September 30, 2023. The majority of cash from operating activities is generated from the lease revenues that we receive from our tenants. We utilize this cash to fund our property-level operating expenses and use the excess cash primarily for debt and interest payments on our mortgage notes payable, interest payments on our Credit Facility, distributions to our stockholders, management fees to our Adviser, Administration fees to our Administrator and other entity-level operating expenses.
Investing Activities
Net cash provided by investing activities during the nine months ended September 30, 2024, was $8.6 million, which primarily consisted of proceeds from six property sales coupled with lender release of funds from escrow and tenant reserve payments, partially offset by six property acquisitions and capital improvements performed at certain of our properties. Net cash used in investing activities during the nine months ended September 30, 2023, was $3.6 million, which primarily consisted of two property acquisitions, coupled with capital improvements performed at certain of our properties, partially offset by proceeds from five property sales.
Financing Activities
Net cash used in financing activities during the nine months ended September 30, 2024, was $44.4 million, which primarily consisted of $24.4 million of mortgage principal repayments, net borrowings on our credit facility, Series F Preferred Stock redemptions, and distributions paid to common, senior common and preferred shareholders, partially offset by the issuance of $50.9 million of equity. Net cash used in financing activities for the nine months ended September 30, 2023, was $38.8 million, which primarily consisted of $57.6 million of mortgage debt repayments, and distributions paid to common, senior common and preferred shareholders, partially offset by the issuance of $9.8 million of equity, issuances of $9.0 million of new mortgage debt, and net borrowings on our Credit Facility.
Credit Facility
On August 18, 2022, we amended, extended and upsized our Credit Facility, increasing our Revolver from $100.0 million to $120.0 million (and its term to August 2026), adding the new $140.0 million Term Loan C, decreasing the principal balance of Term Loan B to $60.0 million and extending the maturity date of Term Loan A to August 2027. Term Loan C has a maturity date of February 18, 2028 and a SOFR spread ranging from 125 to 195 basis points, depending on our leverage. On September 27, 2022, we further increased the Revolver to $125.0 million and the Term Loan C to $150.0 million, as permitted under the terms of the Credit Facility. We entered into multiple interest rate swap agreements on Term Loan A and Term Loan C, which swap the interest rate to fixed rates from 3.15% to 3.75%. We incurred fees of approximately $4.2 million in connection with extending and upsizing our Credit Facility. The net proceeds of the transaction were used to repay the then-outstanding borrowings on the Revolver, pay off mortgage debt, and fund acquisitions. The Credit Facility’s current bank syndicate is comprised of KeyBank, Fifth Third Bank, The Huntington National Bank, Bank of America, Synovus Bank, United Bank, First Financial Bank, and S&T Bank.
As of September 30, 2024, there was $423.3 million outstanding under our Credit Facility at a weighted average interest rate of approximately 6.27% and no outstanding letters of credit. As of November 4, 2024, the maximum additional amount we could draw under the Credit Facility was $73.5 million. We were in compliance with all covenants under the Credit Facility as of September 30, 2024.
The following table reflects our material contractual obligations as of September 30, 2024 (dollars in thousands):
Payments Due by Period
Contractual Obligations
Total
Less than 1 Year
1-3 Years
3-5 Years
More than 5 Years
Debt Obligations (1)
$
696,679
$
31,279
$
407,960
$
208,403
$
49,037
Interest on Debt Obligations (2)
109,836
37,600
59,400
10,580
2,256
Operating Lease Obligations (3)
5,798
457
924
941
3,476
Purchase Obligations (4)
9,558
3,371
6,187
—
—
$
821,871
$
72,707
$
474,471
$
219,924
$
54,769
(1)Debt obligations represent borrowings under our Revolver, which represents $53.3 million of the debt obligation due in 2026, our Term Loan A, which represents $160.0 million of the debt obligation due in 2027, our Term Loan B, which represents $60.0 million of the debt obligation due in 2026, our Term Loan C, which represents $150.0 million of the debt obligation due in 2028 and mortgage notes payable that were outstanding as of September 30, 2024. This figure does not include $(0.02) million of premiums and (discounts), net and $4.0 million of deferred financing costs, net, which are reflected in mortgage notes payable, net and borrowings under Term Loan, net on the condensed consolidated balance sheets.
(2)Interest on debt obligations includes estimated interest on borrowings under our Revolver and Term Loan and mortgage notes payable. The balance and interest rate on our Revolver, Term Loan A, Term Loan B and Term Loan C is variable; thus, the interest payment obligation calculated for purposes of this table was based upon rates and balances as of September 30, 2024.
(3)Operating lease obligations represent the ground lease payments due on three of our properties.
(4)Purchase obligations consist of tenant and capital improvements at 11 of our properties.
Off-Balance Sheet Arrangements
We did not have any material off-balance sheet arrangements as of September 30, 2024.
Funds from Operations
The National Association of Real Estate Investment Trusts (“NAREIT”) developed Funds from Operations (“FFO”) as a relevant non-GAAP supplemental measure of operating performance of an equity REIT to recognize that income-producing real estate historically has not depreciated on the same basis determined under GAAP. FFO, as defined by NAREIT, is net income (computed in accordance with GAAP), excluding gains or losses from sales of property and impairment losses on property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures.
FFO does not represent cash flows from operating activities in accordance with GAAP, which, unlike FFO, generally reflects all cash effects of transactions and other events in the determination of net income. FFO should not be considered an alternative to net income as an indication of our performance or to cash flows from operations as a measure of liquidity or ability to make distributions. Comparison of FFO, using the NAREIT definition, to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs.
FFO available to common stockholders is FFO adjusted to subtract distributions made to holders of preferred stock and senior common stock. We believe that net income available to common stockholders is the most directly comparable GAAP measure to FFO available to common stockholders.
Basic funds from operations per share (“Basic FFO per share”), and diluted funds from operations per share (“Diluted FFO per share”), is FFO available to common stockholders divided by the number of weighted average shares of common stock outstanding and FFO available to common stockholders divided by the number of weighted average shares of common stock outstanding on a diluted basis, respectively, during a period. We believe that FFO available to common stockholders, Basic FFO per share and Diluted FFO per share are useful to investors because they provide investors with a further context for evaluating our FFO results in the same manner that investors use net income and earnings per share (“EPS”), in evaluating net income available to common stockholders. In addition, because most REITs provide FFO available to common stockholders, Basic FFO and Diluted FFO per share information to the investment community, we believe these are useful supplemental measures when comparing us to other REITs. We believe that net income is the most directly comparable GAAP measure to
FFO, Basic EPS is the most directly comparable GAAP measure to Basic FFO per share, and that Diluted EPS is the most directly comparable GAAP measure to Diluted FFO per share.
The following table provides a reconciliation of our FFO available to common stockholders for the three and nine months ended September 30, 2024 and 2023, respectively, to the most directly comparable GAAP measure, net income available to common stockholders, and a computation of basic and diluted FFO per weighted average share of common stock:
For the three months ended September 30,
For the nine months ended September 30,
(Dollars in Thousands, Except for Per Share Amounts)
(Dollars in Thousands, Except for Per Share Amounts)
2024
2023
2024
2023
Calculation of basic FFO per share of common stock and Non-controlling OP Unit
Net income
$
11,721
$
1,792
$
16,843
$
370
Less: Distributions attributable to preferred and senior common stock
(3,212)
(3,207)
(9,651)
(9,502)
Add/Less: Gain (loss) on extinguishment of Series F preferred stock, net
2
(1)
(4)
(12)
Add: Gain on repurchase of Series G preferred stock
—
—
—
3
Net income (loss) available (attributable) to common stockholders and Non-controlling OP Unitholders
$
8,511
$
(1,416)
$
7,188
$
(9,141)
Adjustments:
Add: Real estate depreciation and amortization
$
13,343
$
12,485
$
42,683
$
44,125
Add: Impairment charge
4,549
6,754
5,043
13,577
Less: Gain on sale of real estate, net
(10,319)
(4,696)
(10,554)
(4,245)
Less: Gain on debt extinguishment, net
—
—
(300)
—
FFO available to common stockholders and Non-controlling OP Unitholders - basic
$
16,084
$
13,127
$
44,060
$
44,316
Weighted average common shares outstanding - basic
42,790,685
39,917,995
41,041,621
39,939,660
Weighted average Non-controlling OP Units outstanding
39,474
391,468
196,675
391,468
Weighted average common shares and Non-controlling OP Units
42,830,159
40,309,463
41,238,296
40,331,128
Basic FFO per weighted average share of common stock and Non-controlling OP Unit
$
0.38
$
0.33
$
1.07
$
1.10
Calculation of diluted FFO per share of common stock and Non-controlling OP Unit
Net income
$
11,721
$
1,792
$
16,843
$
370
Less: Distributions attributable to preferred and senior common stock
(3,212)
(3,207)
(9,651)
(9,502)
Add/Less: Gain (loss) on extinguishment of Series F preferred stock, net
2
(1)
(4)
(12)
Add: Gain on repurchase of Series G preferred stock
—
—
—
3
Net income (loss) available (attributable) to common stockholders and Non-controlling OP Unitholders
$
8,511
$
(1,416)
$
7,188
$
(9,141)
Adjustments:
Add: Real estate depreciation and amortization
$
13,343
$
12,485
$
42,683
$
44,125
Add: Impairment charge
4,549
6,754
5,043
13,577
Add: Income impact of assumed conversion of senior common stock
106
108
317
323
Less: Gain on sale of real estate, net
(10,319)
(4,696)
(10,554)
(4,245)
Less: Gain on debt extinguishment, net
—
—
(300)
—
FFO available to common stockholders and Non-controlling OP Unitholders plus assumed conversions
$
16,190
$
13,235
$
44,377
$
44,639
Weighted average common shares outstanding - basic
42,790,685
39,917,995
41,041,621
39,939,660
Weighted average Non-controlling OP Units outstanding
39,474
391,468
196,675
391,468
Effect of convertible senior common stock
339,299
345,132
339,299
345,132
Weighted average common shares and Non-controlling OP Units outstanding - diluted
43,169,458
40,654,595
41,577,595
40,676,260
Diluted FFO per weighted average share of common stock and Non-controlling OP Unit
$
0.38
$
0.33
$
1.07
$
1.10
Distributions declared per share of common stock and Non-controlling OP Unit
Quantitative and Qualitative Disclosures About Market Risk.
Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. The primary risk that we believe we are and will be exposed to is interest rate risk. Certain of our leases contain escalations based on market indices, and the interest rate on our Credit Facility is variable. Although we seek to mitigate this risk by structuring such provisions of our loans and leases to contain a minimum interest rate or escalation rate, as applicable, these features do not eliminate this risk. To that end, we have entered into derivative contracts to cap interest rates for our variable rate notes payable, and we have entered into interest rate swaps whereby we pay a fixed interest rate to our respective counterparty, and receive SOFR in return. For details regarding our rate cap agreements and our interest rate swap agreements see Note 6, “Mortgage Notes Payable and Credit Facility” of the accompanying condensed consolidated financial statements.
To illustrate the potential impact of changes in interest rates on our net income for the nine months ended September 30, 2024, we have performed the following analysis, which assumes that our condensed consolidated balance sheets remain constant and that no further actions beyond a minimum interest rate or escalation rate are taken to alter our existing interest rate sensitivity.
The following table summarizes the annual impact of a 1%, 2% and 3% increase, and a 1%, 2% and 3% decrease in SOFR as of September 30, 2024. As of September 30, 2024, our effective average SOFR was 4.96%. The impact of these fluctuations is presented below (dollars in thousands).
Interest Rate Change
(Decrease) increase to Interest Expense
Net increase (decrease) to Net Income
3% Decrease to SOFR
$
(3,667)
$
3,667
2% Decrease to SOFR
(2,445)
2,445
1% Decrease to SOFR
(1,222)
1,222
1% Increase to SOFR
614
(614)
2% Increase to SOFR
1,228
(1,228)
3% Increase to SOFR
1,842
(1,842)
As of September 30, 2024, the fair value of our mortgage debt outstanding was $247.5 million. Interest rate fluctuations may affect the fair value of our debt instruments. If interest rates on our debt instruments, using rates at September 30, 2024, had been one percentage point higher or lower, the fair value of those debt instruments on that date would have decreased or increased by $7.1 million and $7.4 million, respectively.
The amount outstanding under the Credit Facility approximates fair value as of September 30, 2024.
In the future, we may be exposed to additional effects of interest rate changes, primarily as a result of our Revolver, Term Loans (i.e., Term Loan A, Term Loan B, and Term Loan C), or long-term mortgage debt, which we use to maintain liquidity and fund expansion of our real estate investment portfolio and operations. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve these objectives, we will borrow primarily at fixed rates or variable rates with the lowest margins available and, in some cases, with the ability to convert variable rates to fixed rates. We may also enter into derivative financial instruments such as interest rate swaps and caps to mitigate the interest rate risk on a related financial instrument. We will not enter into derivative or interest rate transactions for speculative purposes.
In addition to changes in interest rates, the value of our real estate is subject to fluctuations based on changes in local and regional economic conditions and changes in the creditworthiness of lessees and borrowers, all of which may affect our ability to refinance debt, if necessary.
a) Evaluation of Disclosure Controls and Procedures
As of September 30, 2024, our management, including our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective as of September 30, 2024 in providing a reasonable level of assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms, including providing a reasonable level of assurance that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of necessarily achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
b) Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. However, from time to time we may be party to various litigation matters, typically involving ordinary course and routine claims incidental to our business, which we may not consider material.
Item 1A.
Risk Factors.
Our business is subject to certain risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. For a discussion of these risks, please refer to the section captioned “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023. There are no material changes to risks associated with our business or investment in our securities from those previously set forth in the report described above.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
None.
Item 3.
Defaults Upon Senior Securities
None.
Item 4.
Mine Safety Disclosures
Not applicable.
Item 5.
Other Information
None. Without limiting the generality of the foregoing, during the three months ended September 30, 2024, no officer or director of the Company adopted or terminated any “Rule 10b5-1 trading agreement” or any “non-Rule 10b5-1 trading arrangement,” as each item is defined in Item 408 of Regulation S-K.
Attached as Exhibit 101 to this Quarterly Report on Form 10-Q are the following materials, formatted in iXBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023, (ii) the Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2024 and 2023, (iii) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 and (iv) the Notes to Condensed Consolidated Financial Statements.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Gladstone Commercial Corporation
Date:
November 4, 2024
By:
/s/ Gary Gerson
Gary Gerson
Chief Financial Officer
Date:
November 4, 2024
By:
/s/ David Gladstone
David Gladstone
Chief Executive Officer and Chairman of the Board of Directors