GLADSTONE COMMERCIAL CORPORATION 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 in our Annual Report on Form 10-K for the year endedDecember 31, 2022 . 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.
All references to "we," "our," "us" and the "Company" in this Report mean
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
•we owned 138 properties totaling 17.3 million square feet of rentable space,
located in 27 states;
•our occupancy rate was 96.0%;
•the weighted average remaining term of our mortgage debt was 4.0 years and the
weighted average interest rate was 4.23%; and
•the average remaining lease term of the portfolio was 6.9 years.
23
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Table of Contents
Business Environment
The demand for industrial space has continued, largely due to the continuing
growth of e-commerce and recent trend of manufacturing onshoring, which appears
to have partially rebounded from the adverse effects of COVID-19 on the
commercial real estate industry in 2020, 2021, and early 2022. However, the
increased cost of construction materials and product delivery delays caused by
supply chain disruptions and related inventory management issues, and the
apparent labor shortage we are facing nationally, have resulted in inflation and
higher costs for both industrial and office construction projects. Further, a
tightening of available financing, due primarily to higher interest rates, has
caused a slowdown in new construction starts throughout the fourth quarter of
2022, as compared to the record breaking third quarter of 2022, which should
lead to lower deliveries into 2024.
The industrial market recorded its strongest year in 2021, surpassing 500
million square feet in net absorption and continued to remain strong throughout
2022, absorbing over 350 million square feet. Construction activity for the
industrial sector saw record amounts of groundbreakings in the third quarter of
2022, bringing the total amount under development to over 600 million square
feet. Industrial market fundamentals continued to tighten, bringing the vacancy
rate to an all-time low of 3.3% at the end of the third quarter of 2022. The
office sector struggled less in 2022 than 2021, posting negative net absorption
of 37 million square feet in 2022 compared to negative net absorption of 59
million square feet in 2021. Tenants continue to put their space up for sublease
to reduce costs, with year-end sublease vacancy totaling 136 million square
feet. Industry expectations are for an increase in office vacancy rates as
leases roll over the next few years, which will lead to downsizing and lower
renewal rates for spaces currently offered for sublease. Coupled with tighter
credit conditions, we expect to see continued softening of office fundamentals
over the next 36 months.
Interest rates remain volatile in response to competing concerns about
inflationary pressures, and interest rate increases by the Federal Reserve are
expected to continue. The yield on the 10-year U.S. Treasury Note has increased
significantly since the beginning of 2022 and finished 2022 at 3.88%. Global
recessionary conditions may occur over the next 6-24 months as a direct result
of central bank intervention to curb inflation.
We collected 100% of all outstanding cash rents for calendar year 2022. In the
past, we have received rent modification requests from our tenants, and we may
receive additional requests in the future. However, we are unable to quantify
the outcomes of the negotiation of relief packages, the success of any tenant's
financial prospects or the amount of relief requests that we will ultimately
receive or grant. 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
economic issues, including regulations or laws implemented by state and local
governments, in any one geographic market or area.
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 March 31,
2023 . 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. We have had numerous conversations with
lenders, and 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 short-term and long-term economic implications are unknown, in relation to recent world events, including inflation, supply chain disruptions and related inventory management issues, labor shortages, rising interest rates, public health emergencies such as the COVID-19 pandemic and associated governmental responses in addition to any subsequent shift in policy, geopolitical conditions, new regulations or the long-term impact of social and infrastructure spending and tax reform in theU.S. Finally, the continuing uncertainty surrounding the ability of the federal government to address its fiscal condition in both the near and long term, as well as other geopolitical issues relating to the global economic slowdown has increased domestic and global instability. These developments could cause interest rates and borrowing costs to be volatile, which may adversely affect our ability to access both the equity and debt markets and could have an adverse impact on our tenants as well. The London Inter-bank Offered Rate ("LIBOR") is anticipated to be phased out byJune 2023 , and LIBOR is being transitioned to a new standard rate, the Secured Overnight Financing Rate ("SOFR"). During 2022 and the first quarter of 2023, we began transitioning our variable rate debt to SOFR, and, atMarch 31, 2023 , all of our variable rate debt was based upon SOFR, with the exception of$20.7 million of hedged variable rate mortgages still based on LIBOR, which we are working to transition to SOFR prior to the mid-2023 phase out of LIBOR. 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 four fully vacant buildings. Our available vacant space atMarch 31, 2023 represents 4.1% of our total square footage and the annual 24 -------------------------------------------------------------------------------- Table of Contents carrying costs on the vacant space, including real estate taxes and property operating expenses, are approximately$4.3 million . We continue to actively seek new tenants for these properties. We believe our lease expiration schedule for the remainder of 2023 is quite manageable, as it equates to only 3.3% of our lease revenue atMarch 31, 2023 . Property acquisitions since the beginning of 2020 have totaled$343.2 million and all transactions were industrial in nature, with a weighted average lease term of 13.2 years and a current weighted average lease term today of 11.1 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"), withKeyBank National Association ("KeyBank"), which matures inAugust 2026 , our$160.0 million term loan facility ("Term Loan A"), which matures inAugust 2027 , our$60.0 million term loan facility ("Term Loan B"), which matures inFebruary 2026 , and our$150.0 million term loan facility ("Term Loan C") which matures inFebruary 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 issue mortgages to finance our real estate activities.
Recent Developments
Acquisition Activity
On
Leasing Activity
During and subsequent to the three months ended
Aggregate Annualized
Weighted Average GAAP Fixed Lease Aggregate Tenant Aggregate Leasing
Aggregate Square Footage Remaining Lease Term Payments Improvement Commissions
717,513 7.3 years $ 3,492 $ 45 $ 15
Financing Activity
On
Equity Activities
Common Stock ATM Programs
During the three months endedMarch 31, 2023 , we sold 0.2 million shares of common stock, raising$4.0 million in net proceeds under our At-the-Market Equity Offering Sales Agreement (the "Common Stock Sales Agreement") with sales agentsRobert W. Baird & Co. Incorporated ("Baird"),Goldman Sachs & Co. LLC ("Goldman Sachs"),Stifel, Nicolaus & Company, Incorporated ("Stifel"),BTIG, LLC , andFifth Third Securities, Inc. ("Fifth Third"). OnFebruary 22, 2022 , we entered into Amendment No. 1 to our Common Stock Sales Agreement, datedDecember 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 (the "Prior Common Stock ATM Program"). We terminated the Prior Common Stock Sales Agreement effective as ofFebruary 10, 2023 in connection with the expiration of the 2020 Registration Statement onFebruary 11, 2023 . OnMarch 3, 2023 , we entered into an At-the-Market Equity Offering Sales Agreement (the "2023 Common Stock Sales Agreement"), withBofA 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 prospectuses datedMarch 3, 2023 andMarch 7, 2023 , to the prospectus datedNovember 23, 2022 , with theSEC , for the offer and sale of an aggregate offering amount of$250.0 million of common stock. During the three months endedMarch 31, 2023 , we did not sell any shares of common stock under the 2023 Common Stock Sales Agreement. 25
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Table of Contents
Series E Preferred ATM Program
During the three months endedMarch 31, 2023 , we had an At-the-Market Equity Offering Sales Agreement (the "Series E Preferred Stock Sales Agreement") with sales agents Baird, Goldman Sachs, Stifel, Fifth Third, andU.S. Bancorp Investments, Inc. , pursuant to which we could, from time to time, offer to sell shares of our Series E Preferred Stock, in an aggregate offering price of up to$100.0 million . We did not sell any shares of our Series E Preferred Stock pursuant to the Series E Preferred Stock Sales Agreement during the three months endedMarch 31, 2023 . We terminated the Series E Preferred Stock Sales Agreement effective as ofFebruary 10, 2023 .
Universal Shelf Registration Statements
OnJanuary 29, 2020 , we filed the 2020 Registration Statement. The 2020 Registration Statement was declared effective onFebruary 11, 2020 . The 2020 Registration Statement allowed us to issue up to$800.0 million of securities. Of the$800.0 million of available capacity under our 2020 Registration Statement, approximately$636.5 million was reserved for the sale of our Series F Preferred Stock, and$63.0 million was reserved for our Prior Common Stock ATM Program. The 2020 Registration Statement expired onFebruary 11, 2023 . OnNovember 23, 2022 , we filed an automatic registration statement on Form S-3 (File No. 333-268549) (the "2022 Registration Statement"). There is no limit on the aggregate amount of the securities that we may offer pursuant to the 2022 Registration Statement.
Series F Preferred Stock Continuous Offering
OnFebruary 20, 2020 , we filed with theMaryland 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 22,256 shares of our Series F Preferred Stock, raising$0.5 million in net proceeds during the three months endedMarch 31, 2023 .
Non-controlling Interest in
As of
As of
Director Activity
Terry Lee Brubaker resigned from our Board of Directors, effectiveApril 14, 2023 .Mr. Brubaker's resignation was not a result of any disagreement with the Company on any matters relating to the Company's operations, policies, or practices. 26 -------------------------------------------------------------------------------- Table of Contents Diversity of Our PortfolioGladstone Management Corporation , aDelaware corporation (our "Adviser"), seeks to diversify our portfolio to avoid dependence on any one particular tenant, industry or geographic market. By diversifying our portfolio, our Adviser intends to reduce the adverse effect on our portfolio of a single under-performing investment or a downturn in any particular industry or geographic market. For the three months endedMarch 31, 2023 , our largest tenant comprised only 4.3% of total lease revenue. The table below reflects the breakdown of our total lease revenue by tenant industry classification for the three months endedMarch 31, 2023 and 2022 (dollars in thousands): For the three months ended March 31, 2023 2022 Lease Percentage of Lease Percentage of Lease Industry Classification Revenue Revenue Lease Revenue Revenue Automotive$ 5,140 14.2$ 4,636 13.0 Telecommunications 4,940 13.5 5,609 15.8 Diversified/Conglomerate Services 4,529 12.4 4,537 12.8 Healthcare 3,348 9.2 3,984 11.2 Diversified/Conglomerate Manufacturing 2,636 7.2 2,626 7.4 Personal, Food & Miscellaneous Services 2,347 6.4 1,548 4.4 Banking 2,336 6.4 2,608 7.3 Buildings and Real Estate 2,304 6.3 2,338 6.6 Personal & Non-Durable Consumer Products 1,882 5.1 859 2.4 Beverage, Food & Tobacco 1,402 3.8 1,381 3.9 Machinery 1,369 3.7 976 2.7 Chemicals, Plastics & Rubber 1,365 3.7 1,205 3.4 Containers, Packaging & Glass 983 2.7 869 2.4 Information Technology 573 1.6 1,045 2.9 Childcare 573 1.6 573 1.6 Electronics 272 0.7 181 0.5 Printing & Publishing 229 0.6 229 0.6 Education 203 0.6 204 0.6 Home & Office Furnishings 123 0.3 123 0.5 Total$ 36,554 100.0 %$ 35,531 100.0 %
The tables below reflect the breakdown of total lease revenue by state for the
three months ended
Lease Revenue Number of Lease Revenue Number of
for the three Leases for the for the three Leases for the
months ended three months months ended three months
March 31, Percentage of ended March 31, March 31, Percentage of ended March 31,
State 2023 Lease Revenue 2023 2022 Lease Revenue 2022
Texas $ 4,781 13.1 % 13 $ 5,167 14.5 % 14
Florida 4,117 11.3 9 4,236 11.9 9
Pennsylvania 3,736 10.2 10 3,733 10.5 10
Ohio 3,661 10.0 16 3,585 10.1 15
Georgia 2,924 8.0 10 2,908 8.2 10
North Carolina 2,302 6.3 10 1,887 5.3 9
Alabama 2,236 6.1 7 1,556 4.4 5
Colorado 1,870 5.1 4 849 2.4 3
Michigan 1,599 4.4 6 1,609 4.5 6
Minnesota 1,171 3.2 7 1,007 2.8 6
All Other States 8,157 22.3 45 8,994 25.4 45
Total $ 36,554 100.0 % 137 $ 35,531 100.0 % 132
27-------------------------------------------------------------------------------- Table of Contents Our Adviser and Administrator Our Adviser is led by a management team with extensive experience purchasing real estate and originating mortgage loans. OurAdviser and Gladstone Administration, LLC , aDelaware 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,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 other 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. Our Board of Directors reviews and considers renewing the agreement with our Adviser each July. During itsJuly 2022 meeting, our Board of Directors reviewed and renewed the Advisory Agreement and Administration Agreement for an additional year, throughAugust 31, 2023 .
Base Management Fee
OnJuly 14, 2020 , we amended and restated the previous Advisory Agreement by entering into the Sixth Amended and Restated Investment Advisory Agreement between us and the Adviser (the "Sixth Amended Advisory Agreement"). The Sixth Amended Advisory Agreement replaced the previous calculation of the base management fee with a calculation based onGross Tangible Real Estate . The revised base management fee will be payable quarterly in arrears and calculated at an annual rate of 0.425% (0.10625% per quarter) of the prior calendar quarter's "Gross Tangible Real Estate ," defined in the Sixth Amended Advisory Agreement as the current gross value of our property portfolio (meaning the aggregate of each property's original acquisition price plus the cost of any subsequent capital improvements thereon). The calculations of the other fees in the Amended Agreement remain 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. 28 -------------------------------------------------------------------------------- Table of Contents 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. OnJanuary 10, 2023 , we amended and restated the Sixth Amended Advisory Agreement by entering into the Seventh Amended Advisory Agreement, which was approved unanimously by our board of directors, including specifically, our independent directors. The Seventh Amended Advisory Agreement contractually eliminated the payment of the incentive fee for the quarters endingMarch 31, 2023 andJune 30, 2023 . The calculation of the other fees remains unchanged.
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 months endedMarch 31, 2023 or 2022.
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 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 endedDecember 31, 2022 , filed by us with theU.S. Securities and 29 -------------------------------------------------------------------------------- Table of ContentsExchange Commission (the "SEC") onFebruary 22, 2023 (our "2022 Form 10-K"). There were no material changes to our critical accounting policies or estimates during the three months endedMarch 31, 2023 .
Results of Operations
The weighted average yield on our total portfolio, which was 7.9% and 7.4% as ofMarch 31, 2023 and 2022, 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 months ended
For
the three months ended
2023 2022 $ Change % Change
Operating revenues
Lease revenue $ 36,554 $ 35,531 $ 1,023 2.9 %
Total operating revenues $ 36,554 $ 35,531 $ 1,023 2.9 %
Operating expenses
Depreciation and amortization $ 15,474 $ 14,689 $ 785 5.3 %
Property operating expenses 6,727 6,623 104 1.6 %
Base management fee 1,605 1,547 58 3.7 %
Incentive fee - 1,340 (1,340) (100.0) %
Administration fee 565 462 103 22.3 %
General and administrative 1,063 997 66 6.6 %
Total operating expenses $ 25,434 $ 25,658 $ (224) (0.9) %
Other (expense) income
Interest expense $ (8,828) $ (6,586) $ (2,242) 34.0 %
Other income 105 104 1 1.0 %
Total other expense, net $ (8,723) $ (6,482) $ (2,241) 34.6 %
Net income $ 2,397 $ 3,391 $ (994) (29.3) %
Distributions attributable to Series E, F,
and G preferred stock (3,022) (2,946) (76) 2.6 %
Distributions attributable to senior common
stock (109) (116) 7 (6.0) %
Loss on extinguishment of Series F
preferred stock (5) (5) - - %
Gain on repurchase of Series G preferred
stock 3 - 3 100.0 %
Net (loss) income (attributable) available
to common stockholders and Non-controlling
OP Unitholders $ (736) $ 324 $ (1,060) (327.2) %
Net (loss) income (attributable) available
to common stockholders and Non-controlling
OP Unitholders per weighted average share
and unit - basic & diluted $ (0.02) $ 0.01 $ (0.03) (300.0) %
FFO available to common stockholders and
Non-controlling OP Unitholders - basic (1)
(1.8) %
FFO available to common stockholders and
Non-controlling OP Unitholders - diluted
(1) $ 14,847 $ 15,129 $ (282) (1.9) %
FFO per weighted average share of common
stock and Non-controlling OP Units - basic
(1) $ 0.37 $ 0.39 $ (0.02) (5.1) %
FFO per weighted average share of common
stock and Non-controlling OP Units -
diluted (1) $ 0.37 $ 0.39 $ (0.02) (5.1) %
(1)Refer to the "Funds from Operations" section below within the Management's Discussion and Analysis section for the definition of FFO.
30
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Table of Contents
Same Store Analysis
For the purposes of the following discussion, same store properties are
properties we owned as of January 1, 2022 , which have not been subsequently
vacated, or disposed of. Acquired and disposed of properties are properties
which were acquired, disposed of or classified as held for sale at any point
subsequent to December 31, 2021 . 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, 2022 .
Operating Revenues
For the three months ended March 31,
(Dollars in Thousands)
Lease Revenues 2023 2022 $ Change % Change
Same Store Properties $ 29,891 $ 28,253 $ 1,638 5.8 %
Acquired & Disposed Properties 2,142 1,918 224 11.7 %
Properties with Vacancy 4,521 5,360 (839) (15.7) %
$ 36,554 $ 35,531 $ 1,023 2.9 %
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 March 31, 2023 , primarily due to income recognized from
tenant funded improvement projects, where our tenants used their capital to
improve our buildings, coupled with an increase in variable lease payments due
to an increase in property operating expenses, and a corresponding increase in
recovery revenue from property operating expenses. Lease revenues increased for
acquired and disposed of properties for the three months ended March 31, 2023 ,
as compared to the three months ended March 31, 2022 , primarily because we
acquired nine properties subsequent to March 31, 2022 , partially offset by a
decrease in variable lease payments due to a decrease in property operating
expenses. Lease revenues decreased for our properties with vacancy for the three
months ended March 31, 2023 due to accelerated rent recognized during the three
months ended March 31, 2022 from two tenants that terminated their leases early.
Operating Expenses
Depreciation and amortization expense increased for the three months ended
For the
three months ended
(Dollars in Thousands)
Property Operating Expenses 2023 2022 $ Change % Change
Same Store Properties $ 4,261 $ 3,879 $ 382 9.8 %
Acquired & Disposed Properties 206 433 (227) (52.4) %
Properties with Vacancy 2,260 2,311 (51) (2.2) %
$ 6,727 $ 6,623 $ 104 1.6 %
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 months ended March 31, 2023 ,
from the comparable 2022 period, was a result of tenants requiring more
employees to return on site as well as general cost increases due to the
inflationary environment during the three months ended March 31, 2023 . The
decrease in property operating expenses for acquired and disposed of properties
for the three months ended March 31, 2023 , from the comparable 2022 period, is a
result of a decrease in property operating expenses in relation to two
properties held for sale during the three months ended March 31, 2023 that are
fully vacant, requiring less costs to operate the empty buildings. The decrease
in property operating expenses for properties with vacancy for the three months
ended March 31, 2023 , as compared to the three months ended March 31, 2022 , is a
result of reduced real estate tax expense during the period, partially offset by
general cost increases due to the inflationary environment during the same
period.
The base management fee paid to the Adviser increased for the three months ended
March 31, 2023 , as compared to the three months ended March 31, 2022 , due to an
increase in Gross Tangible Real Estate over the three months ended March 31,
2023 as compared to a smaller increase in Gross Tangible Real Estate during the
three months ended March 31, 2022 . The calculation of the base management fee is
described in detail above in "Advisory and Administration Agreements."
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The incentive fee paid to the Adviser decreased for the three months ended
March 31, 2023 , as compared to the three months ended March 31, 2022 , due to the
payment of the incentive fee being contractually eliminated for the quarter
ended March 31, 2023 as outlined in the Seventh Amended Advisory Agreement. The
calculation of the incentive fee is described in detail above in "Advisory and
Administration Agreements."
The administration fee paid to the Administrator increased for the three months
ended March 31, 2023 , as compared to the three months ended March 31, 2022 , due
to our Administrator incurring greater costs that are allocated to us. The
calculation of the administration fee is described in detail above in "Advisory
and Administration Agreements."
General and administrative expenses increased for the three months ended
March 31, 2023 , as compared to the three months ended March 31, 2022 , primarily
as a result of an increase in due diligence expenses for potential acquisition
targets that were not completed, coupled with an increase in professional fees.
Other Income and Expenses
Interest expense increased for the three months endedMarch 31, 2023 , as compared to the three months endedMarch 31, 2022 . This increase was primarily a result of increased interest costs on variable rate debt, as global interest rates have increased to counteract growing inflation.
Other income remained consistent for the three months ended
Net (Loss) Income (Attributable) Available to Common Stockholders and Non-controlling OP Unitholders
Net (loss) income (attributable) available to common stockholders and Non-controlling OP Unitholders decreased for the three months endedMarch 31, 2023 , as compared to the three months endedMarch 31, 2022 , primarily due to an increase in interest expense due to higher borrowing costs on variable rate debt due to global interest rate expansion, partially offset by an increase in operating revenues due to asset acquisition activity during and subsequent toMarch 31, 2022 .
Liquidity and Capital Resources
Overview
Our sources of liquidity include cash flows from operations, cash and cash equivalents, borrowings under our Credit Facility and issuing additional equity securities. Our available liquidity as ofMarch 31, 2023 , was$91.8 million , consisting of approximately$14.3 million in cash and cash equivalents and available borrowing capacity of$77.5 million under our Credit Facility. Our available borrowing capacity under the Credit Facility decreased to$75.0 million as ofMay 3, 2023 .
Future Capital Needs
We actively seek conservative investments that 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, refinancing 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 flow 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 three months ended
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acquisitions, pay down outstanding debt and for other general corporate
purposes. We did not sell any of our Series E Preferred Stock under our Series E
Preferred Stock Sales Agreement during the three months ended March 31, 2023 ,
which was terminated effective as of February 10, 2023 . We raised net proceeds
of $0.5 million from sales of our Series F Preferred Stock during the three
months ended March 31, 2023 .
As of
As ofMarch 31, 2023 , we had 44 mortgage notes payable in the aggregate principal amount of$357.0 million , collateralized by a total of 50 properties with a remaining weighted average maturity of 4.1 years. The weighted-average interest rate on the mortgage notes payable as ofMarch 31, 2023 was 4.24%. We continue to see banks and other non-bank lenders willing to issue mortgages. Consequently, we remain focused on obtaining mortgages through regional banks, non-bank lenders and, to a lesser extent, the commercial mortgage backed securities market. As ofMarch 31, 2023 , we had mortgage debt in the aggregate principal amount of$64.5 million payable during the remainder of 2023 and$20.5 million payable during 2024. The 2023 principal amount payable includes both amortizing principal payments and five balloon principal payments due during the remaining nine months of 2023. We anticipate being able to refinance our mortgages that come due during 2023 and 2024 with a combination of new mortgage debt, availability under our Credit Facility and the issuance of additional equity securities. In addition, we have raised substantial equity under our at-the-market programs and plan to continue to use these programs.
Operating Activities
Net cash provided by operating activities during the three months endedMarch 31, 2023 , was$14.9 million , as compared to net cash provided by operating activities of$17.2 million for the three months endedMarch 31, 2022 . This change was primarily a result of an increase in interest expense due to higher interest rates on variable rate debt, partially offset by an increase in operating revenues from the nine properties acquired subsequent toMarch 31, 2022 . 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 three months endedMarch 31, 2023 , was$0.7 million , which primarily consisted of receipts from lender escrow, partially offset by capital improvements performed at certain of our properties and deposits on future acquisitions. Net cash used in investing activities during the three months endedMarch 31, 2022 , was$17.6 million , which primarily consisted of two property acquisitions, coupled with capital improvements performed at certain of our properties.
Financing Activities
Net cash used in financing activities during the three months endedMarch 31, 2023 , was$12.8 million , which primarily consisted of$5.0 million of mortgage principal repayments, and distributions paid to common, senior common and preferred shareholders, partially offset by the issuance of$4.6 million of equity. Net cash provided by financing activities for the three months endedMarch 31, 2022 , was$1.9 million , which primarily consisted of the issuance of$22.2 million of common and preferred equity, partially offset by the repayment$3.5 million of outstanding mortgage debt, and distributions paid to common, senior common and preferred shareholders.
Credit Facility
OnAugust 18, 2022 , we amended, extended and upsized our Credit Facility, increasing our Revolver from$100.0 million to$120.0 million (and its term toAugust 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 toAugust 2027 . Term Loan C has a maturity date ofFebruary 18, 2028 and a SOFR spread ranging from 125 to 195 basis points, depending on our leverage. On 33 -------------------------------------------------------------------------------- Table of ContentsSeptember 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 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. As ofMarch 31, 2023 , there was$150.0 million outstanding under Term Loan C, and we used all net proceeds to repay all outstanding borrowings on the Revolver, pay off mortgage debt, and fund acquisitions. The Credit Facility's current bank syndicate is comprised ofKeyBank ,Fifth Third Bank ,The Huntington National Bank , Bank of America,Synovus Bank ,United Bank ,First Financial Bank , andS&T Bank . As ofMarch 31, 2023 , there was$396.3 million outstanding under our Credit Facility at a weighted average interest rate of approximately 6.32% and$14.4 million outstanding under letters of credit at a weighted average interest rate of 1.50%. As ofMay 3, 2023 , the maximum additional amount we could draw under the Credit Facility was$75.0 million . We were in compliance with all covenants under the Credit Facility as ofMarch 31, 2023 .
Contractual Obligations
The following table reflects our material contractual obligations as of
Payments Due by Period
Contractual Obligations Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years
Debt Obligations (1) $ 753,284 $ 70,286 $ 113,754 $ 480,027 $ 89,217
Interest on Debt Obligations
(2) 162,118 38,287 71,019 46,194 6,618
Operating Lease Obligations (3) 8,660 492 987 1,008 6,173
Purchase Obligations (4) 7,222 5,244 - 1,978 -
$ 931,284 $ 114,309 $ 185,760 $ 529,207 $ 102,008
(1)Debt obligations represent borrowings under our Revolver, which represents
$26.3 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 March 31, 2023 . This figure
does not include $(0.1) million of premiums and (discounts), net and $5.7
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 March 31, 2023 .
(3)Operating lease obligations represent the ground lease payments due on four
of our properties.
(4)Purchase obligations consist of tenant and capital improvements at 10 of our
properties.
Off-Balance Sheet Arrangements
We did not have any material off-balance sheet arrangements as of
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. 34 -------------------------------------------------------------------------------- Table of Contents 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 months endedMarch 31, 2023 and 2022, 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
(Dollars in Thousands, Except for Per
Share Amounts)
2023 2022
Calculation of basic FFO per share of common stock and Non-controlling OP Unit Net income
$
2,397
(3,131) (3,062)
Less: Loss on extinguishment of Series F preferred stock (5) (5)
Add: Gain on repurchase of Series G preferred stock 3 -
Net (loss) gain (attributable) available to common stockholders and Non-controlling OP Unitholders
$ (736) $ 324
Adjustments:
Add: Real estate depreciation and amortization $
15,474
FFO available to common stockholders and Non-controlling OP Unitholders - basic
$ 14,738 $ 15,013 Weighted average common shares outstanding - basic 39,922,359 37,902,653 Weighted average Non-controlling OP Units outstanding 391,468 256,994 Total common shares and Non-controlling OP Units 40,313,827 38,159,647
Basic FFO per weighted average share of common stock and Non-controlling OP Unit
$ 0.37 $ 0.39
Calculation of diluted FFO per share of common stock and
Non-controlling OP Unit
Net income $
2,397
(3,131) (3,062)
Less: Loss on extinguishment of Series F preferred stock (5) (5)
Add: Gain on repurchase of Series G preferred stock 3 -
Net (loss) gain (attributable) available to common stockholders and Non-controlling OP Unitholders
$ (736) $ 324
Adjustments:
Add: Real estate depreciation and amortization $
15,474
Add: Income impact of assumed conversion of senior common stock 109 116
FFO available to common stockholders and Non-controlling OP Unitholders plus assumed conversions
$ 14,847 $ 15,129 Weighted average common shares outstanding - basic 39,922,359 37,902,653 Weighted average Non-controlling OP Units outstanding 391,468 256,994 Effect of convertible senior common stock 345,687 374,123
Weighted average common shares and Non-controlling OP Units outstanding - diluted
40,659,514 38,533,770
Diluted FFO per weighted average share of common stock and Non-controlling OP Unit
$ 0.37 $ 0.39
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