ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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02-0681276
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1521 Westbranch Drive, Suite 100
McLean, Virginia
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22102
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(Address of principal executive offices)
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(Zip Code)
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Title of each Class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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GOOD
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Nasdaq Global Select Market
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7.00% Series D Cumulative Redeemable Preferred Stock, par value $0.001 per share
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GOODM
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Nasdaq Global Select Market
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6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share
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GOODN
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Nasdaq Global Select Market
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Large accelerated filer
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¨
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Accelerated filer
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ý
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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PAGE
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PART I
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PART II
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PART III
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PART IV
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•
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future re-leasing efforts;
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•
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our business and financing strategy;
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•
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our ability to continue to implement our business plan;
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•
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pending and future transactions;
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•
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our projected operating results and anticipated acquisitions;
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•
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our ability to obtain future financing arrangements;
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•
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estimates relating to our future distributions;
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•
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our understanding of our competition and our ability to compete effectively;
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future market and industry trends;
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•
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future interest and insurance rates;
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•
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estimates of our future operating expenses, including payments to our Adviser (as defined herein) under the terms of our Advisory Agreement (as defined herein);
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•
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the impact of technology on our operations and business, including the risk of cyber-attacks, cyber-liability or potential liability for breaches of our privacy or information security systems;
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projected capital expenditures; and
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•
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future use of the proceeds of our Credit Facility (as defined herein), mortgage notes payable, future stock offerings and other future capital resources, if any.
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•
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general volatility of the capital markets and the market price of our common and preferred stock;
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•
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failure to maintain our qualification as a real estate investment trust (“REIT”) and in the risk of changing laws that affect REITs;
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•
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risks associated with negotiation and consummation of pending and future transactions;
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•
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changes in our business strategy;
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•
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the adequacy of our cash reserves and working capital;
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•
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our failure to successfully integrate and operate acquired properties and operations;
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defaults upon or non-renewal of leases by tenants;
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decreased rental rates or increased vacancy rates;
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•
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the degree and nature of our competition, including other real estate investment companies;
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•
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availability, terms and deployment of capital, including the ability to maintain and borrow under our Credit Facility, arrange for long-term mortgages on our properties, secure additional long-term lines of credit and raise equity capital;
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our Adviser’s ability to identify, hire and retain highly-qualified personnel;
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changes in our industry or the general economy;
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changes in real estate and zoning laws and increases in real property tax rates;
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•
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changes in governmental regulations, tax rates and similar matters;
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•
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the national and global political environment, including foreign relations and trading policies;
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•
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environmental uncertainties and risks related to natural disasters; and
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•
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the loss of any of our key officers, such as Mr. David Gladstone, our chairman and chief executive officer, Mr. Terry Lee Brubaker, our vice chairman and chief operating officer, Mr. Robert Cutlip, our president, or Mr. Michael Sodo, our chief financial officer.
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•
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we owned 122 properties totaling 14.6 million square feet (all references herein and throughout the Notes to Consolidated Financial Statements to the number of properties and square footage are unaudited) of rentable space in 28 states;
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•
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our occupancy rate was 97.0%;
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the weighted average remaining term of our mortgage debt was 5.2 years and the weighted average interest rate was 4.4%; and
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the average remaining lease term of the portfolio was 7.2 years.
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Credit Evaluation. Our Adviser evaluates each potential tenant or borrower for its creditworthiness, considering factors such as its rating by a national credit rating agency, if any, management experience, industry position and fundamentals, operating history and capital structure. As of December 31, 2019, 42% of our lease revenues were earned from tenants that were rated by a nationally recognized statistical rating organization. A prospective tenant or borrower that is deemed creditworthy does not necessarily mean that we will consider its property to be “investment grade.” Our Adviser seeks tenants and borrowers that range from small businesses, many of which do not have publicly rated debt, to large public companies. Our Adviser’s investment professionals have substantial experience in locating and underwriting these types of companies. By leasing properties to these tenants, we believe that we will generally be able to charge rent that is higher than the rent charged to tenants with unleveraged balance sheets and recognized credit, thereby enhancing current return from these properties as compared with properties leased to companies whose credit potential has already been recognized by the market. Furthermore, if a tenant’s credit improves, the value of our lease or investment will likely increase (if all other factors affecting value remain unchanged). In evaluating a possible investment, we believe that the creditworthiness of a prospective tenant can be a more significant factor than the unleased value of the property itself. While our Adviser selects tenants it believes to be creditworthy, tenants are not required to meet any minimum rating established by an independent credit rating agency. Our Adviser’s standards for determining whether a particular tenant is creditworthy vary in accordance with a variety of factors relating to specific prospective tenants. The creditworthiness of a tenant or borrower is determined on a tenant-by-tenant and case-by-case basis. Therefore, general standards for creditworthiness cannot be applied.
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Leases with Increasing Rent. Our Adviser seeks to acquire properties with leases that include a provision in each lease that provides for annual rent escalations over the term of the lease. A majority of our leases contain fixed rental escalations; however certain of our leases are tied to increases in indices, such as the consumer price index and we have a small number of leases without rental escalations.
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Diversification. Our Adviser attempts to diversify our portfolio to avoid dependence on any one particular tenant, facility type, geographic location or tenant industry. By diversifying our portfolio, our Adviser intends to reduce the adverse effect of a single under-performing investment or a downturn in any particular industry or geographic region. Please see Item 2 of this Form 10-K for a summary of our portfolio by industry and geographic location.
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Property Valuation. The business prospects and the financial strength of the tenant are important aspects of the evaluation of any sale and leaseback of property, or acquisition of property subject to a net lease, particularly a property that is specifically suited to the needs of the tenant. We generally require quarterly unaudited and annual audited financial statements of the tenant to continuously monitor the financial performance of the tenant. Our Adviser evaluates the financial capability of the tenant and its ability to perform per the terms of the lease, including obtaining certificates of insurance and verifying payment of real estate taxes on an annual basis. Our Adviser will also examine the available operating results of prospective investment properties to determine whether or not projected rental levels are likely to be met. As further described below, our Adviser also evaluates the physical characteristics of a prospective property investment and comparable properties as well as the geographic location of the property in the particular market to ensure that the characteristics are favorable for re-leasing the property at approximately the same or higher rental rate should that necessity arise. Our Adviser then computes the value of the property based on historical and projected operating results. In addition, each property that we propose to purchase is appraised by an independent appraiser. These appraisals may take into consideration, among other things, the terms and conditions of the particular lease transaction and the conditions of the credit markets at the time the purchase is negotiated, as well as a value assessment of like properties in the market. We generally limit the purchase price of each acquisition to less than 5% of our consolidated total assets.
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Properties Important to Tenant Operations. Our Adviser generally seeks to acquire investment properties that are essential or important to the ongoing operations of the prospective tenant. We believe that these investment properties provide better protection in the event a tenant files bankruptcy, as leases on properties essential or important to the operations of a bankrupt tenant are typically less likely to be rejected in bankruptcy or otherwise terminated.
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Lease Provisions that Enhance and Protect Value. When appropriate, our Adviser attempts to acquire properties with leases that require our consent to specified tenant activity or require the tenant to satisfy specific operating tests. These provisions may include operational or financial covenants of the tenant, as well as indemnification of us by the tenant against environmental and other contingent liabilities. We believe that these provisions serve to protect our investments from changes in the operating and financial characteristics of a tenant that may impact its ability to satisfy its obligations to us or that could reduce the value of our properties. Our Adviser generally also seeks covenants requiring tenants to receive our consent prior to any change in control of the tenant.
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Credit Enhancement. Our Adviser may also seek to enhance the likelihood of a tenant’s lease obligations being satisfied through a cross-default with other tenant obligations, a letter of credit or a guaranty of lease obligations from each tenant’s corporate parent. We believe that this type of credit enhancement, if obtained, provides us with additional financial security.
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The comparable value of similar real estate in the same general area of the prospective property. In this regard, comparable property is difficult to define because each piece of real estate has its own distinct characteristics. But to the extent possible, comparable property in the area that has sold or is for sale will be used to determine if the price to be paid for the property is reasonable. The question of comparable properties’ sale prices is particularly relevant if a property might be sold by us at a later date.
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•
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An assessment of the relative appropriate nature and flexibility of the building configuration and its ability to be re-leased to other users in a single or multiple tenant arrangement.
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The comparable real estate rental rates for similar properties in the same area of the prospective property.
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Alternative property uses that may offer higher value.
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The replacement cost of the property at current construction prices if it were to be sold.
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The assessed value as determined by the local real estate taxing authority.
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acquire from or sell any assets or other property to any of our officers, directors or our Adviser’s employees, or any entity in which any of our officers, directors or Adviser’s employees has an interest of more than 5%;
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•
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borrow from any of our directors, officers or our Adviser’s employees, or any entity, in which any of our officers, directors or our Adviser’s employees has an interest of more than 5%; or
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•
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engage in any other transaction with any of our directors, officers or our Adviser’s employees, or any entity in which any of our directors, officers or our Adviser’s employees has an interest of more than 5% (except that our Adviser may lease office space in a building that we own, provided that the rental rate under the lease is determined by our independent directors to be at a fair market rate).
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•
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finds, evaluates and enters into contracts to purchase real estate and make mortgage loans on our behalf in compliance with our investment procedures, objectives and policies, subject to approval of our Board of Directors, where required;
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provides advice to us and acts on our behalf with respect to the negotiation, acquisition, financing, refinancing, holding, leasing and disposition of real estate investments;
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•
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takes the actions and obtains the services necessary to effect the negotiation, acquisition, financing, refinancing, holding, leasing and disposition of real estate investments; and
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provides day-to-day management of our business activities and other administrative services for us as requested by our Board of Directors.
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our Adviser has obtained an independent appraisal for the property indicating that the total cost of the property does not exceed its appraised value; and
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our Adviser has concluded that the property, in conjunction with our other investments and proposed investments, is reasonably expected to fulfill our investment objectives and policies as established by our Board of Directors then in effect.
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loans not secured or otherwise supported by real property;
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•
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any acquisition or mortgage loan which at the time of investment would have a cost exceeding 20% of our total assets;
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transactions that involve conflicts of interest with our Adviser or other affiliates (other than reimbursement of expenses in accordance with the Advisory Agreement); and
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the lease of assets to our Adviser, its affiliates or any of our officers or directors.
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the loss of lease or mortgage payments to us;
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an increase in the costs we incur to carry the property occupied by such tenant;
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a reduction in the value of our securities; or
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a decrease in distributions to our stockholders.
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Lower middle market businesses may have limited financial resources and may not be able to make their lease or mortgage payments on a timely basis, or at all. A lower middle market tenant or borrower may be more likely to have difficulty making its lease or mortgage payments when it experiences adverse events, such as the failure to meet its business plan, a downturn in its industry or negative economic conditions because its financial resources may be more limited.
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Lower middle market businesses typically have narrower product lines and smaller market shares than large businesses. Because our target tenants and borrowers are typically smaller businesses that may have narrower product lines and smaller market share, they may be more vulnerable to competitors’ actions and market conditions, as well as general economic downturns.
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There is generally little or no publicly available information about our target tenants and borrowers. Many of our tenants and borrowers are privately owned businesses, about which there is generally little or no publicly available operating and financial information. As a result, we will rely on our Adviser to perform due diligence investigations of these tenants and borrowers, their operations and their prospects. Our Adviser will perform ongoing credit assessments of our tenants by reviewing all financial disclosures required from our respective leases. We may not learn all of the material information we need to know regarding these businesses through our investigations.
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Lower middle market businesses generally have less predictable operating results. We expect that many of our tenants and borrowers may experience significant fluctuations in their operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive positions, may otherwise have a weak financial position or may be adversely affected by changes in the business cycle.
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Lower middle market businesses are more likely to be dependent on one or two persons. Typically, the success of a lower middle market business also depends on the management talents and efforts of one or two persons or a small group of persons. The death, disability or resignation of one or more of these persons could have a material adverse impact on our tenant or borrower and, in turn, on us.
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changes in the general economic climate, including the credit market;
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changes in local conditions, such as an oversupply of space or reduction in demand for real estate;
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changes in interest rates and the availability of financing;
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competition from other available space;
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changes in laws and governmental regulations, including those governing real estate usage, zoning and taxes, and the related costs of compliance with laws and regulations; and
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variations in the occupancy rate of our properties.
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our Adviser may realize substantial compensation on account of its activities on our behalf, and may, therefore, be motivated to approve acquisitions solely on the basis of increasing compensation to itself;
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our Adviser or Gladstone Securities, may earn fee income from our borrowers or tenants; and
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our Adviser and other affiliates such as Gladstone Capital, Gladstone Investment and Gladstone Land could compete for the time and services of our officers and directors.
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we would not be allowed to deduct our distributions to stockholders when computing our taxable income;
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we would be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates;
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we would be disqualified from being taxed as a REIT for the four taxable years following the year during which qualification was lost, unless entitled to relief under certain statutory provisions;
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our cash available for distributions to stockholders would be reduced; and
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we may be required to borrow additional funds or sell some of our assets to pay corporate tax obligations that we may incur as a result of our disqualification.
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making it more difficult for us to meet our payment and other obligations to holders of our preferred stock and under our Credit Facility and to pay dividends on our common stock;
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reducing the availability of our cash flow to fund acquisitions and for other general corporate purposes, and limiting our ability to obtain additional financing for these purposes; and
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limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, and adverse changes the industry in which we operate and the general economy.
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Our articles of incorporation prohibit ownership of more than 9.8% of the outstanding shares of our capital stock by one person. This restriction may discourage a change of control and may deter individuals or entities from making tender offers for our capital stock, which offers might otherwise be financially attractive to our stockholders or which might cause a change in our management.
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Our Board of Directors is divided into three classes, with the term of the directors in each class expiring every third year. At each annual meeting of stockholders, the successors to the class of directors whose term expires at such meeting will be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. After election, a director may only be removed by our stockholders for cause. Election of directors for staggered terms with limited rights to remove directors makes it more difficult for a hostile bidder to acquire control of us. The existence of this provision may negatively impact the price of our securities and may discourage third-party bids to acquire our securities. This provision may reduce any premiums paid to stockholders in a change in control transaction.
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Certain provisions of Maryland law applicable to us prohibit business combinations with:
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any person who beneficially owns 10% or more of the voting power of our common stock, referred to as an “interested stockholder;”
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an affiliate of ours who, at any time within the two-year period prior to the date in question, was an interested stockholder; or
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an affiliate of an interested stockholder.
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price and volume fluctuations in the stock market from time to time, which are often unrelated to the operating performance of particular companies;
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significant volatility in the market price and trading volume of shares of REITs, real estate companies or other companies in our sector, which is not necessarily related to the performance of those companies;
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price and volume fluctuations in the stock market as a result of terrorist attacks, or speculation regarding future terrorist attacks, in the United States or abroad;
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actual or anticipated variations in our quarterly operating results or distributions to shareholders;
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changes in our FFO or earnings estimates or the publication of research reports about us or the real estate industry generally;
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actions by institutional stockholders;
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speculation in the press or investment community;
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the national and global political environment, including foreign relations and trading policies;
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changes in regulatory policies or tax guidelines, particularly with respect to REITs; and
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investor confidence in the stock market.
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Year of Lease Expiration
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Square Feet
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(1)
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Number of Expiring Leases
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Lease Revenue for the year ended December 31, 2019
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% Expiring
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|||||
2020
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806,886
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8
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$
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9,163
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8.0
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%
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2021
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560,223
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12
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9,053
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7.9
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%
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2022
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446,457
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8
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6,646
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5.8
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%
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2023
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1,460,802
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14
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10,187
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8.9
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%
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2024
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1,740,195
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11
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12,137
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10.6
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%
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2025+
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8,793,608
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69
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63,544
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55.6
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%
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Sold/terminated leases
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N/A
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N/A
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3,657
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3.2
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%
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13,808,171
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|
|
122
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$
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114,387
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100.0
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%
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(1)
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Our vacant square footage totaled 433,857 square feet as of December 31, 2019.
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State
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Lease Revenue for the year ended December 31, 2019
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% of Lease Revenue
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Number of Leases for the year ended December 31, 2019
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Rentable Square Feet for the year ended December 31, 2019
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Lease Revenue for the year ended December 31, 2018
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% of Lease Revenue
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Number of Leases for the year ended December 31, 2018
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Rentable Square Feet for the year ended December 31, 2018
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Lease Revenue for the year ended December 31, 2017
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% of Lease Revenue
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Number of Leases for the year ended December 31, 2017
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Rentable Square Feet for the year ended December 31, 2017
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|||||||||||||||
Texas
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$
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16,436
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14.4
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%
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15
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1,388,940
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$
|
15,852
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14.8
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%
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12
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986,294
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$
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16,020
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16.9
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%
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12
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|
1,050,294
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Florida
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15,268
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|
13.3
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|
11
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|
1,038,076
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|
12,212
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|
11.4
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|
11
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|
705,076
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|
7,526
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|
7.9
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|
10
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|
617,996
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|
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Pennsylvania
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13,640
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|
11.9
|
|
9
|
|
2,068,740
|
|
13,626
|
|
12.8
|
|
9
|
|
2,068,740
|
|
11,193
|
|
11.8
|
|
9
|
|
2,068,740
|
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Ohio
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11,016
|
|
9.6
|
|
16
|
|
1,442,990
|
|
9,969
|
|
9.3
|
|
16
|
|
1,388,560
|
|
9,169
|
|
9.7
|
|
15
|
|
1,230,750
|
|
|||
Utah
|
6,978
|
|
6.1
|
|
4
|
|
298,478
|
|
6,923
|
|
6.5
|
|
3
|
|
295,499
|
|
4,156
|
|
4.4
|
|
3
|
|
295,499
|
|
|||
Michigan
|
6,035
|
|
5.3
|
|
6
|
|
973,638
|
|
4,625
|
|
4.3
|
|
6
|
|
973,638
|
|
4,334
|
|
4.6
|
|
4
|
|
754,935
|
|
|||
Georgia
|
5,695
|
|
5.0
|
|
8
|
|
1,062,586
|
|
4,842
|
|
4.5
|
|
6
|
|
269,555
|
|
4,667
|
|
4.9
|
|
6
|
|
269,555
|
|
|||
North Carolina
|
5,666
|
|
5.0
|
|
7
|
|
894,465
|
|
6,195
|
|
5.8
|
|
8
|
|
894,465
|
|
6,112
|
|
6.4
|
|
8
|
|
894,465
|
|
|||
South Carolina
|
4,638
|
|
4.1
|
|
2
|
|
424,683
|
|
4,626
|
|
4.3
|
|
2
|
|
424,683
|
|
4,627
|
|
4.9
|
|
2
|
|
424,683
|
|
|||
Minnesota
|
3,790
|
|
3.3
|
|
6
|
|
281,248
|
|
3,783
|
|
3.5
|
|
6
|
|
281,248
|
|
3,734
|
|
3.9
|
|
6
|
|
281,248
|
|
|||
All Other States
|
25,225
|
|
22.0
|
|
38
|
|
4,368,164
|
|
24,145
|
|
22.8
|
|
31
|
|
3,439,238
|
|
23,261
|
|
24.6
|
|
32
|
|
3,563,994
|
|
|||
|
$
|
114,387
|
|
100.0
|
%
|
122
|
|
14,242,008
|
|
$
|
106,798
|
|
100.0
|
%
|
110
|
|
11,726,996
|
|
$
|
94,799
|
|
100.0
|
%
|
107
|
|
11,452,159
|
|
|
|
For the year ended December 31,
|
|||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
Industry Classification
|
|
Lease Revenue
|
|
Percentage of Lease Revenue
|
|
Lease Revenue
|
|
Percentage of Lease Revenue
|
|
Lease Revenue
|
|
Percentage of Lease Revenue
|
|||||||||
Telecommunications
|
|
$
|
19,091
|
|
|
16.7
|
%
|
|
$
|
16,366
|
|
|
15.4
|
%
|
|
$
|
15,894
|
|
|
16.8
|
%
|
Diversified/Conglomerate Services
|
|
15,330
|
|
|
13.4
|
|
|
14,440
|
|
|
13.5
|
|
|
10,568
|
|
|
11.1
|
|
|||
Automobile
|
|
15,115
|
|
|
13.2
|
|
|
12,930
|
|
|
12.1
|
|
|
11,230
|
|
|
11.8
|
|
|||
Healthcare
|
|
13,209
|
|
|
11.5
|
|
|
12,944
|
|
|
12.1
|
|
|
13,815
|
|
|
14.6
|
|
|||
Banking
|
|
7,873
|
|
|
6.9
|
|
|
8,322
|
|
|
7.8
|
|
|
3,159
|
|
|
3.3
|
|
|||
Information Technology
|
|
6,154
|
|
|
5.4
|
|
|
6,106
|
|
|
5.7
|
|
|
6,127
|
|
|
6.5
|
|
|||
Personal, Food & Miscellaneous Services
|
|
5,995
|
|
|
5.2
|
|
|
5,990
|
|
|
5.6
|
|
|
4,735
|
|
|
5.0
|
|
|||
Diversified/Conglomerate Manufacturing
|
|
5,191
|
|
|
4.5
|
|
|
5,064
|
|
|
4.7
|
|
|
5,027
|
|
|
5.3
|
|
|||
Electronics
|
|
4,539
|
|
|
4.0
|
|
|
4,289
|
|
|
4.0
|
|
|
4,323
|
|
|
4.6
|
|
|||
Buildings and Real Estate
|
|
4,102
|
|
|
3.6
|
|
|
4,555
|
|
|
4.3
|
|
|
3,371
|
|
|
3.6
|
|
|||
Chemicals, Plastics & Rubber
|
|
3,124
|
|
|
2.7
|
|
|
2,937
|
|
|
2.8
|
|
|
2,952
|
|
|
3.1
|
|
|||
Machinery
|
|
2,816
|
|
|
2.5
|
|
|
2,278
|
|
|
2.1
|
|
|
2,278
|
|
|
2.4
|
|
|||
Beverage, Food & Tobacco
|
|
2,811
|
|
|
2.5
|
|
|
1,503
|
|
|
1.4
|
|
|
2,103
|
|
|
2.2
|
|
|||
Personal & Non-Durable Consumer Products
|
|
2,420
|
|
|
2.1
|
|
|
2,684
|
|
|
2.5
|
|
|
2,657
|
|
|
2.8
|
|
|||
Childcare
|
|
2,225
|
|
|
1.9
|
|
|
2,224
|
|
|
2.1
|
|
|
2,225
|
|
|
2.3
|
|
|||
Containers, Packaging & Glass
|
|
2,035
|
|
|
1.8
|
|
|
1,826
|
|
|
1.7
|
|
|
1,820
|
|
|
1.9
|
|
|||
Printing & Publishing
|
|
1,202
|
|
|
1.1
|
|
|
1,150
|
|
|
1.1
|
|
|
1,325
|
|
|
1.4
|
|
|||
Education
|
|
660
|
|
|
0.6
|
|
|
660
|
|
|
0.6
|
|
|
660
|
|
|
0.7
|
|
|||
Home & Office Furnishings
|
|
495
|
|
|
0.4
|
|
|
530
|
|
|
0.5
|
|
|
530
|
|
|
0.6
|
|
|||
Total
|
|
$
|
114,387
|
|
|
100.0
|
%
|
|
$
|
106,798
|
|
|
100.0
|
%
|
|
$
|
94,799
|
|
|
100.0
|
%
|
|
At December 31,
|
|||||||||||||||||
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
||||||||||||
GOOD
|
$
|
100.00
|
|
$
|
92.24
|
|
$
|
139.25
|
|
$
|
156.67
|
|
$
|
144.23
|
|
$
|
188.82
|
|
S&P 500
|
100.00
|
|
102.04
|
|
114.01
|
|
137.85
|
|
135.34
|
|
172.00
|
|
||||||
FNAR
|
100.00
|
|
102.29
|
|
111.78
|
|
122.14
|
|
117.14
|
|
150.02
|
|
|
|
For the year ended December 31,
(Dollars in Thousands, Except Per Share Amounts) |
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total operating revenue
|
|
$
|
114,387
|
|
|
$
|
106,798
|
|
|
$
|
94,799
|
|
|
$
|
86,372
|
|
|
$
|
83,766
|
|
Total operating expenses
|
|
(80,231
|
)
|
|
(71,137
|
)
|
|
(68,337
|
)
|
|
(55,595
|
)
|
|
(50,965
|
)
|
|||||
Other expense, net
|
|
(24,615
|
)
|
|
(23,337
|
)
|
|
(20,525
|
)
|
|
(26,819
|
)
|
|
(29,205
|
)
|
|||||
Net income
|
|
$
|
9,541
|
|
|
$
|
12,324
|
|
|
$
|
5,937
|
|
|
$
|
3,958
|
|
|
$
|
3,596
|
|
Dividends attributable to preferred stock
|
|
(10,822
|
)
|
|
(10,416
|
)
|
|
(9,890
|
)
|
|
(6,645
|
)
|
|
(4,094
|
)
|
|||||
Series A and Series B Preferred Stock offering costs write off
|
|
(2,674
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Dividends attributable to Senior Common Stock
|
|
(892
|
)
|
|
(931
|
)
|
|
(986
|
)
|
|
(1,011
|
)
|
|
(1,007
|
)
|
|||||
Net (loss) income (attributable) available to common stockholders and Non-controlling OP Unitholders
|
|
$
|
(4,847
|
)
|
|
$
|
977
|
|
|
$
|
(4,939
|
)
|
|
$
|
(3,698
|
)
|
|
$
|
(1,505
|
)
|
Share and Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income per weighted average common share and Non-controlling OP Unit- basic & diluted
|
|
$
|
(0.16
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.19
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.07
|
)
|
Weighted average common shares outstanding-basic & diluted
|
|
30,695,902
|
|
|
28,675,934
|
|
|
26,358,237
|
|
|
23,193,962
|
|
|
21,159,597
|
|
|||||
Weighted average Non-controlling OP Units outstanding
|
|
700,924
|
|
|
128,233
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Weighted average common shares and Non-controlling OP Units outstanding
|
|
31,396,826
|
|
|
28,804,167
|
|
|
26,358,237
|
|
|
23,193,962
|
|
|
21,159,597
|
|
|||||
Cash dividends declared per common share and Non-controlling OP Unit
|
|
$
|
1.50
|
|
|
$
|
1.50
|
|
|
$
|
1.50
|
|
|
$
|
1.50
|
|
|
$
|
1.50
|
|
Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income (attributable) available to common stockholders and Non-controlling OP Unitholders
|
|
$
|
(4,847
|
)
|
|
$
|
977
|
|
|
$
|
(4,939
|
)
|
|
$
|
(3,698
|
)
|
|
$
|
(1,505
|
)
|
Add: Real estate depreciation and amortization
|
|
52,039
|
|
|
47,620
|
|
|
42,795
|
|
|
37,517
|
|
|
35,288
|
|
|||||
Add: Impairment charge
|
|
1,813
|
|
|
—
|
|
|
6,835
|
|
|
2,016
|
|
|
622
|
|
|||||
Less: Gain on sale of real estate, net
|
|
(2,952
|
)
|
|
(2,763
|
)
|
|
(3,993
|
)
|
|
(242
|
)
|
|
(1,538
|
)
|
|||||
Funds from operations available to common stockholders and Non-controlling OP Unitholders (1)
|
|
$
|
46,053
|
|
|
$
|
45,834
|
|
|
$
|
40,698
|
|
|
$
|
35,593
|
|
|
$
|
32,867
|
|
Add: Series A and B Preferred Stock offering costs write off
|
|
2,674
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Funds from operations available to common stockholders and Non-controlling OP Unitholders, as adjusted for comparability (1)
|
|
$
|
48,727
|
|
|
$
|
45,834
|
|
|
$
|
40,698
|
|
|
$
|
35,593
|
|
|
$
|
32,867
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate, held for use, before accumulated depreciation
|
|
$
|
1,056,978
|
|
|
$
|
946,649
|
|
|
$
|
893,853
|
|
|
$
|
821,749
|
|
|
$
|
708,377
|
|
Total assets (2)
|
|
$
|
1,039,508
|
|
|
$
|
938,775
|
|
|
$
|
928,454
|
|
|
$
|
851,742
|
|
|
$
|
827,184
|
|
Mortgage notes payable, net, term preferred stock, net, term loan facility, net & revolving credit facility, net (2)
|
|
$
|
626,594
|
|
|
$
|
566,059
|
|
|
$
|
542,627
|
|
|
$
|
509,395
|
|
|
$
|
563,432
|
|
Total equity and mezzanine equity
|
|
$
|
363,190
|
|
|
$
|
340,017
|
|
|
$
|
350,230
|
|
|
$
|
310,620
|
|
|
$
|
233,871
|
|
Total common shares outstanding
|
|
32,593,651
|
|
|
29,254,899
|
|
|
28,384,016
|
|
|
24,882,758
|
|
|
22,485,607
|
|
|||||
Total Non-controlling OP Units outstanding
|
|
479,637
|
|
|
742,937
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total common shares and Non-controlling OP Units outstanding
|
|
33,073,288
|
|
|
29,997,836
|
|
|
28,384,016
|
|
|
24,882,758
|
|
|
22,485,607
|
|
(1)
|
The National Association of Real Estate Investment Trusts (“NAREIT”) developed 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 and 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.
|
(2)
|
We adopted ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU-2015-03”) during the year ended December 31, 2016, which requires the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of a deferred financing cost. All periods presented have been adjusted retroactively.
|
|
|
For the twelve months ended December 31,
|
||||||||||||||||||
|
|
(Dollars in Thousands, Except for Per Share Amounts)
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Calculation of basic FFO per share of common stock and Non-controlling OP Unit
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
9,541
|
|
|
$
|
12,324
|
|
|
$
|
5,937
|
|
|
$
|
3,958
|
|
|
$
|
3,596
|
|
Less: Distributions attributable to preferred and senior common stock
|
|
(14,388
|
)
|
|
(11,347
|
)
|
|
(10,876
|
)
|
|
(7,656
|
)
|
|
(5,101
|
)
|
|||||
Net (loss) income (attributable) available to common stockholders and Non-controlling OP Unitholders
|
|
$
|
(4,847
|
)
|
|
$
|
977
|
|
|
$
|
(4,939
|
)
|
|
$
|
(3,698
|
)
|
|
$
|
(1,505
|
)
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Add: Real estate depreciation and amortization
|
|
52,039
|
|
|
47,620
|
|
|
42,795
|
|
|
37,517
|
|
|
35,288
|
|
|||||
Add: Impairment charge
|
|
1,813
|
|
|
—
|
|
|
6,835
|
|
|
2,016
|
|
|
622
|
|
|||||
Less: Gain on sale of real estate, net
|
|
(2,952
|
)
|
|
(2,763
|
)
|
|
(3,993
|
)
|
|
(242
|
)
|
|
(1,538
|
)
|
FFO available to common stockholders and Non-controlling OP Unitholders - basic
|
|
$
|
46,053
|
|
|
$
|
45,834
|
|
|
$
|
40,698
|
|
|
$
|
35,593
|
|
|
$
|
32,867
|
|
Weighted average common shares outstanding - basic
|
|
30,695,902
|
|
|
28,675,934
|
|
|
26,358,237
|
|
|
23,193,962
|
|
|
21,159,597
|
|
|||||
Weighted average Non-controlling OP Units outstanding
|
|
700,924
|
|
|
128,233
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total common shares and Non-controlling OP Units
|
|
31,396,826
|
|
|
28,804,167
|
|
|
26,358,237
|
|
|
23,193,962
|
|
|
21,159,597
|
|
|||||
Basic FFO per weighted average share of common stock and Non-controlling OP Unit
|
|
$
|
1.47
|
|
|
$
|
1.59
|
|
|
$
|
1.54
|
|
|
$
|
1.53
|
|
|
$
|
1.55
|
|
Calculation of diluted FFO per share of common stock and Non-controlling OP Unit
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
9,541
|
|
|
$
|
12,324
|
|
|
$
|
5,937
|
|
|
$
|
3,958
|
|
|
$
|
3,596
|
|
Less: Distributions attributable to preferred and senior common stock
|
|
(14,388
|
)
|
|
(11,347
|
)
|
|
(10,876
|
)
|
|
(7,656
|
)
|
|
(5,101
|
)
|
|||||
Net (loss) income (attributable) available to common stockholders and Non-controlling OP Unitholders
|
|
$
|
(4,847
|
)
|
|
$
|
977
|
|
|
$
|
(4,939
|
)
|
|
$
|
(3,698
|
)
|
|
$
|
(1,505
|
)
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Add: Real estate depreciation and amortization
|
|
52,039
|
|
|
47,620
|
|
|
42,795
|
|
|
37,517
|
|
|
35,288
|
|
|||||
Add: Impairment charge
|
|
1,813
|
|
|
—
|
|
|
6,835
|
|
|
2,016
|
|
|
622
|
|
|||||
Add: Income impact of assumed conversion of senior common stock
|
|
892
|
|
|
931
|
|
|
986
|
|
|
1,011
|
|
|
1,007
|
|
|||||
Less: Gain on sale of real estate, net
|
|
(2,952
|
)
|
|
(2,763
|
)
|
|
(3,993
|
)
|
|
(242
|
)
|
|
(1,538
|
)
|
|||||
FFO available to common stockholders and Non-controlling OP Unitholders plus assumed conversions
|
|
$
|
46,945
|
|
|
$
|
46,765
|
|
|
$
|
41,684
|
|
|
$
|
36,604
|
|
|
$
|
33,874
|
|
Weighted average common shares outstanding - basic
|
|
30,695,902
|
|
|
28,675,934
|
|
|
26,358,237
|
|
|
23,193,962
|
|
|
21,159,597
|
|
|||||
Weighted average Non-controlling OP Units outstanding
|
|
700,924
|
|
|
128,233
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Effect of convertible senior common stock
|
|
674,611
|
|
|
724,336
|
|
|
753,881
|
|
|
800,116
|
|
|
782,957
|
|
|||||
Weighted average common shares and Non-controlling OP Units outstanding - diluted
|
|
32,071,437
|
|
|
29,528,503
|
|
|
27,112,118
|
|
|
23,994,078
|
|
|
21,942,554
|
|
|||||
Diluted FFO per weighted average share of common stock and Non-controlling OP Unit (1)
|
|
$
|
1.46
|
|
|
$
|
1.58
|
|
|
$
|
1.54
|
|
|
$
|
1.53
|
|
|
$
|
1.54
|
|
Calculation of diluted FFO per share of common stock and Non-controlling OP Unit, as adjusted for comparability
|
|
|
|
|
|
|
|
|
|
|
||||||||||
FFO available to common stockholders and Non-controlling OP Unitholders plus assumed conversions
|
|
$
|
46,945
|
|
|
$
|
46,765
|
|
|
$
|
41,684
|
|
|
$
|
36,604
|
|
|
$
|
33,874
|
|
Add: Series A and B preferred stock offering costs write off
|
|
2,674
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
FFO available to common stockholders and Non-controlling OP Unitholders plus assumed conversions, as adjusted for comparability
|
|
$
|
49,619
|
|
|
$
|
46,765
|
|
|
$
|
41,684
|
|
|
$
|
36,604
|
|
|
$
|
33,874
|
|
Weighted average common shares and Non-controlling OP Units outstanding - diluted
|
|
32,071,437
|
|
|
29,528,503
|
|
|
27,112,118
|
|
|
23,994,078
|
|
|
21,942,554
|
|
|||||
Diluted FFO per weighted average share of common stock and Non-controlling OP Unit, as adjusted for comparability (1)
|
|
$
|
1.55
|
|
|
$
|
1.58
|
|
|
$
|
1.54
|
|
|
$
|
1.53
|
|
|
$
|
1.54
|
|
Distributions declared per share of common stock and Non-controlling OP Unit
|
|
$
|
1.50
|
|
|
$
|
1.50
|
|
|
$
|
1.50
|
|
|
$
|
1.50
|
|
|
$
|
1.50
|
|
(1)
|
Diluted FFO available to common stockholders and Non-controlling OP Unitholders was not previously adjusted for the income impact of the assumed conversion of Senior Common Stock, in accordance with Accounting Standards Codification (“ASC”) 260, (“Earnings per Share”). This adjustment has increased Diluted FFO available to common stockholders and Non-controlling OP Unitholders for the year ended December 31, 2015 by $0.04 per share.
|
•
|
we owned 122 properties totaling 14.6 million square feet of rentable space in 28 states;
|
•
|
our occupancy rate was 97.0%;
|
•
|
the weighted average remaining term of our mortgage debt was 5.2 years and the weighted average interest rate was 4.4%; and
|
•
|
the average remaining lease term of the portfolio was 7.2 years;
|
Aggregate Square Footage Sold
|
|
Sales Price
|
|
Sales Costs
|
|
Gain on Sale of Real Estate, net
|
|||||||
50,000
|
|
|
$
|
6,850
|
|
|
$
|
532
|
|
|
$
|
2,952
|
|
Aggregate Square Footage
|
|
Weighted Average Lease Term
|
|
Aggregate Purchase Price
|
|
Acquisition Costs
|
|
Aggregate Annualized GAAP Rent
|
|
Aggregate Mortgage Debt Issued or Assumed
|
|||||||||
2,562,483
|
|
|
12.8 Years
|
|
$
|
130,313
|
|
|
$
|
1,231
|
|
|
$
|
10,009
|
|
|
$
|
37,410
|
|
Aggregate Square Footage
|
|
Weighted Average Remaining Lease Term
|
|
Aggregate Annualized GAAP Rent
|
|
Aggregate Tenant Improvement
|
|
Aggregate Leasing Commissions
|
|||||||
266,021
|
|
|
9.0 years
|
(1)
|
$
|
3,739
|
|
|
$
|
2,215
|
|
|
$
|
1,312
|
|
(1)
|
Weighted average lease term is weighted according to the annualized GAAP rent earned by each lease. Our leases have terms ranging from 5.0 years to 11.5 years.
|
Year Ended
|
|
Aggregate Square Footage Reduced
|
|
Aggregate Square Footage Remaining
|
|
Aggregate Termination Fee
|
|||
December 31, 2019
|
(1)
|
111,309
|
|
|
39,417
|
|
$
|
301
|
|
(1)
|
A tenant in one of our Columbus, Ohio properties exercised a lease termination option effective October 31, 2019. In connection with this termination, we earned a termination fee of $0.1 million, which was recognized through lease revenue on the consolidated statements of operations and comprehensive income. The tenant in our Fridley, Minnesota property executed a termination agreement to vacate the property on March 31, 2020. In connection with the early termination, we will earn a termination fee of $0.2 million, which is recognized through lease revenue on the consolidated statements of operations and comprehensive income through the remaining lease term. The tenant in one of our Mason, Ohio properties executed a lease contraction in conjunction with a lease renewal. At the conclusion of their current lease term on June 30, 2020, they will continue to lease 39,417 square feet through June 30, 2030.
|
Aggregate Fixed Rate Debt Repaid
|
|
Weighted Average Interest Rate on Fixed Rate Debt Repaid
|
|||
$
|
31,385
|
|
|
4.55
|
%
|
Aggregate Variable Rate Debt Repaid
|
|
Weighted Average Interest Rate on Variable Rate Debt Repaid
|
|||
$
|
13,600
|
|
|
LIBOR +
|
2.47%
|
Aggregate Fixed Rate Debt Issued
|
|
Weighted Average Interest Rate on Fixed Rate Debt
|
|||
$
|
69,650
|
|
(1)
|
3.90
|
%
|
(1)
|
We issued $10.6 million of fixed rate debt in connection with one property acquired on December 27, 2018, with a maturity date of February 8, 2029. The interest rate is fixed at 4.7% for the first seven years of the mortgage. After the fixed interest rate period expires, we have the option to adjust the interest rate to a fixed interest rate equal to 1.8%, plus the three-year treasury rate per annum, or a variable interest rate equal to 1.8%, plus the 30 day LIBOR rate per annum. On May 31, 2019, we issued $21.6 million of floating rate debt swapped to fixed rate debt of 3.42% in connection with refinancing mortgage debt on one property with a new maturity date of June 1, 2024. We issued $8.9 million of fixed rate debt in connection with our June 18, 2019 property acquisition with a maturity date of June 18, 2024 and a rate of 4.35%. We issued $4.8 million of fixed rate debt in connection with our December 16, 2019 property acquisition with a maturity date of December 10, 2026 and a rate of 3.97%. We issued $4.2 million of fixed rate debt in connection with our December 17, 2019 property acquisition with a maturity date of December 17, 2026 and a rate of 3.97%. We issued an aggregate of $19.5 million of fixed rate debt in connection with our six property portfolio acquisition December 17, 2019, with a maturity date of January 1, 2027 and a rate of 3.75%.
|
Aggregate Variable Rate Debt Extended
|
|
Weighted Average Interest Rate on Variable Rate Debt Extended
|
|
Weighted Average Extension Term
|
|||
$
|
12,561
|
|
|
LIBOR +
|
2.51%
|
|
2.4 years
|
•
|
The amount of purchase price allocated to the various tangible and intangible assets and liabilities on our balance sheet;
|
•
|
The amounts allocated to the value of above-market and below-market lease values are amortized to rental income over the remaining non-cancelable terms of the respective leases. The amounts allocated to all other tangible and intangible assets are amortized to depreciation or amortization expense. Thus, depending on the amounts allocated between land and other depreciable assets, changes in the purchase price allocation among our assets could have a material impact on our FFO, a metric which is used by many REIT investors to evaluate our operating performance; and
|
•
|
The period of time over which tangible and intangible assets are depreciated varies greatly, and thus, changes in the amounts allocated to these assets will have a direct impact on our results of operations. Intangible assets are generally amortized over the respective life of the leases, which normally range from 10 to 15 years. Also, we depreciate our buildings over up to 39 years, but do not depreciate our land. These differences in timing could have a material impact on our results of operations.
|
|
|
For the year ended December 31,
|
|||||||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Operating revenues
|
|
|
|
|
|
|
|
|
|||||||
Lease revenue
|
|
$
|
114,387
|
|
|
$
|
106,798
|
|
|
$
|
7,589
|
|
|
7.1
|
%
|
Total operating revenues
|
|
114,387
|
|
|
106,798
|
|
|
7,589
|
|
|
7.1
|
%
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|
|||||||
Depreciation and amortization
|
|
52,039
|
|
|
47,620
|
|
|
4,419
|
|
|
9.3
|
%
|
|||
Property operating expenses
|
|
12,592
|
|
|
11,458
|
|
|
1,134
|
|
|
9.9
|
%
|
|||
Base management fee
|
|
5,174
|
|
|
5,054
|
|
|
120
|
|
|
2.4
|
%
|
|||
Incentive fee
|
|
3,688
|
|
|
3,042
|
|
|
646
|
|
|
21.2
|
%
|
|||
Administration fee
|
|
1,690
|
|
|
1,605
|
|
|
85
|
|
|
5.3
|
%
|
|||
General and administrative
|
|
3,235
|
|
|
2,358
|
|
|
877
|
|
|
37.2
|
%
|
|||
Impairment charge
|
|
1,813
|
|
|
—
|
|
|
1,813
|
|
|
100.0
|
%
|
|||
Total operating expenses
|
|
80,231
|
|
|
71,137
|
|
|
9,094
|
|
|
12.8
|
%
|
|||
Other (expense) income
|
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
|
(28,279
|
)
|
|
(26,172
|
)
|
|
(2,107
|
)
|
|
8.1
|
%
|
|||
Gain on sale of real estate, net
|
|
2,952
|
|
|
2,763
|
|
|
189
|
|
|
6.8
|
%
|
|||
Other income
|
|
712
|
|
|
72
|
|
|
640
|
|
|
888.9
|
%
|
|||
Total other expense, net
|
|
(24,615
|
)
|
|
(23,337
|
)
|
|
(1,278
|
)
|
|
5.5
|
%
|
|||
Net income
|
|
9,541
|
|
|
12,324
|
|
|
(2,783
|
)
|
|
(22.6
|
)%
|
|||
Distributions attributable to Series A, B, D, and E preferred stock
|
|
(10,822
|
)
|
|
(10,416
|
)
|
|
(406
|
)
|
|
3.9
|
%
|
|||
Series A and B preferred stock offering costs write off
|
|
(2,674
|
)
|
|
—
|
|
|
(2,674
|
)
|
|
100.0
|
%
|
|||
Distributions attributable to senior common stock
|
|
(892
|
)
|
|
(931
|
)
|
|
39
|
|
|
(4.2
|
)%
|
|||
Net (loss) income (attributable) available to common stockholders and Non-controlling OP Unitholders
|
|
$
|
(4,847
|
)
|
|
$
|
977
|
|
|
$
|
(5,824
|
)
|
|
(596.1
|
)%
|
Net (loss) income (attributable) available to common stockholders and Non-controlling OP Unitholders per weighted average share of total stock - basic & diluted
|
|
$
|
(0.16
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.19
|
)
|
|
(633.3
|
)%
|
FFO available to common stockholders and Non-controlling OP Unitholders - basic
|
|
$
|
46,053
|
|
|
$
|
45,834
|
|
|
$
|
219
|
|
|
0.5
|
%
|
FFO available to common stockholders and Non-controlling OP Unitholders - diluted
|
|
$
|
46,945
|
|
|
$
|
46,765
|
|
|
$
|
180
|
|
|
0.4
|
%
|
FFO available to common stockholders and Non-controlling OP Unitholders - diluted, as adjusted for comparability
|
|
$
|
49,619
|
|
|
$
|
46,765
|
|
|
$
|
2,854
|
|
|
6.1
|
%
|
(Loss) gain per weighted average share of common stock and Non-controlling OP Unit - basic & diluted
|
|
$
|
(0.16
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.19
|
)
|
|
(633.3
|
)%
|
FFO per weighted average share of common stock and Non-controlling OP Unit - basic
|
|
$
|
1.47
|
|
|
$
|
1.59
|
|
|
$
|
(0.12
|
)
|
|
(7.5
|
)%
|
FFO per weighted average share of common stock and Non-controlling OP Unit - diluted
|
|
$
|
1.46
|
|
|
$
|
1.58
|
|
|
$
|
(0.12
|
)
|
|
(7.6
|
)%
|
FFO per weighted average share of common stock and Non-controlling OP Unit - diluted, as adjusted for comparability
|
|
$
|
1.55
|
|
|
$
|
1.58
|
|
|
$
|
(0.03
|
)
|
|
(1.9
|
)%
|
|
|
For the year ended December 31,
|
|||||||||||||
|
|
(Dollars in Thousands)
|
|||||||||||||
Lease Revenues
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Same Store Properties
|
|
$
|
97,509
|
|
|
$
|
97,081
|
|
|
$
|
428
|
|
|
0.4
|
%
|
Acquired & Disposed Properties
|
|
10,424
|
|
|
3,985
|
|
|
6,439
|
|
|
161.6
|
%
|
|||
Properties with Vacancy
|
|
6,454
|
|
|
5,732
|
|
|
722
|
|
|
12.6
|
%
|
|||
|
|
$
|
114,387
|
|
|
$
|
106,798
|
|
|
$
|
7,589
|
|
|
7.1
|
%
|
|
|
For the year ended December 31,
|
|||||||||||||
|
|
(Dollars in Thousands)
|
|||||||||||||
Property Operating Expenses
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Same Store Properties
|
|
$
|
10,119
|
|
|
$
|
9,479
|
|
|
$
|
640
|
|
|
6.8
|
%
|
Acquired & Disposed Properties
|
|
1,264
|
|
|
767
|
|
|
497
|
|
|
64.8
|
%
|
|||
Properties with Vacancy
|
|
1,209
|
|
|
1,212
|
|
|
(3
|
)
|
|
(0.2
|
)%
|
|||
|
|
$
|
12,592
|
|
|
$
|
11,458
|
|
|
$
|
1,134
|
|
|
9.9
|
%
|
|
|
Net Proceeds
|
|
Number of Shares Sold
|
|
Weighted Average Share Price
|
|||||
Common Stock ATM Program
|
|
$
|
64,541
|
|
|
3,025,727
|
|
|
$
|
21.66
|
|
Series E Preferred Stock Public Offering
|
|
66,555
|
|
|
2,760,000
|
|
|
25.00
|
|
||
|
|
$
|
131,096
|
|
|
5,785,727
|
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||
Debt Obligations (1)
|
|
$
|
632,622
|
|
|
$
|
31,259
|
|
|
$
|
145,487
|
|
|
$
|
294,256
|
|
|
$
|
161,620
|
|
Interest on Debt Obligations (2)
|
|
113,512
|
|
|
25,508
|
|
|
46,428
|
|
|
26,653
|
|
|
14,923
|
|
|||||
Operating Lease Obligations (3)
|
|
10,216
|
|
|
466
|
|
|
966
|
|
|
985
|
|
|
7,799
|
|
|||||
Purchase Obligations (4)
|
|
1,397
|
|
|
1,397
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
$
|
757,747
|
|
|
$
|
58,630
|
|
|
$
|
192,881
|
|
|
$
|
321,894
|
|
|
$
|
184,342
|
|
(1)
|
Debt obligations represent borrowings under our Revolver, which represents $52.4 million of the debt obligation due in 2023, our Term Loan, which represents $122.3 million of the debt obligation due in 2024, and mortgage notes payable that were outstanding as of December 31, 2019. This figure does not include $(0.2) million of premiums and (discounts), net, and $5.8 million of deferred financing costs, net, which are reflected in mortgage notes payable, net, borrowings under Revolver, and borrowings under Term Loan, net, on the consolidated balance sheet.
|
(2)
|
Interest on debt obligations includes estimated interest on our borrowings under our Revolver and Term Loan and mortgage notes payable. The balance and interest rate on our Revolver and Term Loan is variable; thus, the interest payment obligation calculated for purposes of this table was based upon rates and balances as of December 31, 2019.
|
(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 four of our properties.
|
|
2020
|
2021
|
2022
|
2023
|
2024
|
Thereafter
|
Total
|
||||||||||||||
Fixed rate
|
$
|
10,931
|
|
$
|
30,232
|
|
$
|
98,762
|
|
$
|
62,908
|
|
$
|
48,318
|
|
$
|
161,620
|
|
$
|
412,771
|
|
Variable rate
|
$
|
20,328
|
|
$
|
8,322
|
|
$
|
8,171
|
|
$
|
60,730
|
|
$
|
122,300
|
|
$
|
—
|
|
$
|
219,851
|
|
|
$
|
31,259
|
|
$
|
38,554
|
|
$
|
106,933
|
|
$
|
123,638
|
|
$
|
170,618
|
|
$
|
161,620
|
|
$
|
632,622
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
|
||||
Real estate, at cost
|
|
$
|
1,056,978
|
|
|
$
|
946,649
|
|
Less: accumulated depreciation
|
|
207,523
|
|
|
178,257
|
|
||
Total real estate, net
|
|
849,455
|
|
|
768,392
|
|
||
Lease intangibles, net
|
|
115,465
|
|
|
111,448
|
|
||
Real estate and related assets held for sale, net
|
|
3,990
|
|
|
4,151
|
|
||
Cash and cash equivalents
|
|
6,849
|
|
|
6,591
|
|
||
Restricted cash
|
|
4,639
|
|
|
2,491
|
|
||
Funds held in escrow
|
|
7,226
|
|
|
6,010
|
|
||
Right-of-use assets from operating leases
|
|
5,794
|
|
|
—
|
|
||
Deferred rent receivable, net
|
|
37,177
|
|
|
34,771
|
|
||
Other assets
|
|
8,913
|
|
|
4,921
|
|
||
TOTAL ASSETS
|
|
$
|
1,039,508
|
|
|
$
|
938,775
|
|
LIABILITIES, MEZZANINE EQUITY AND EQUITY
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
|
||||
Mortgage notes payable, net (1)
|
|
$
|
453,739
|
|
|
$
|
441,346
|
|
Borrowings under Revolver, net
|
|
51,579
|
|
|
50,084
|
|
||
Borrowings under Term Loan, net
|
|
121,276
|
|
|
74,629
|
|
||
Deferred rent liability, net
|
|
19,322
|
|
|
17,305
|
|
||
Operating lease liabilities
|
|
5,847
|
|
|
—
|
|
||
Asset retirement obligation
|
|
3,137
|
|
|
2,875
|
|
||
Accounts payable and accrued expenses
|
|
5,573
|
|
|
2,704
|
|
||
Liabilities related to assets held for sale, net
|
|
21
|
|
|
—
|
|
||
Due to Adviser and Administrator (1)
|
|
2,904
|
|
|
2,523
|
|
||
Other liabilities
|
|
12,920
|
|
|
7,292
|
|
||
TOTAL LIABILITIES
|
|
$
|
676,318
|
|
|
$
|
598,758
|
|
Commitments and contingencies (2)
|
|
|
|
|
||||
MEZZANINE EQUITY
|
|
|
|
|
||||
Series D and E redeemable preferred stock, net, par value $0.001 per share; $25 per share liquidation preference; 12,760,000 and 6,000,000 shares authorized; and 6,269,555 and 3,509,555 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively (3)
|
|
$
|
152,153
|
|
|
$
|
85,598
|
|
TOTAL MEZZANINE EQUITY
|
|
$
|
152,153
|
|
|
$
|
85,598
|
|
EQUITY
|
|
|
|
|
||||
Series A and B redeemable preferred stock, par value $0.001 per share; $25 per share liquidation preference; 0 and 5,350,000 shares authorized and 0 and 2,264,000 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively (3)
|
|
$
|
—
|
|
|
$
|
2
|
|
Senior common stock, par value $0.001 per share; 950,000 shares authorized; and 806,435 and 866,259 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively (3)
|
|
1
|
|
|
1
|
|
||
Common stock, par value $0.001 per share, 86,290,000 and 87,700,000 shares authorized and 32,593,651 and 29,254,899 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively (3)
|
|
32
|
|
|
29
|
|
||
Additional paid in capital
|
|
571,205
|
|
|
559,977
|
|
||
Accumulated other comprehensive income
|
|
(2,126
|
)
|
|
(148
|
)
|
||
Distributions in excess of accumulated earnings
|
|
(360,978
|
)
|
|
(310,117
|
)
|
||
TOTAL STOCKHOLDERS' EQUITY
|
|
$
|
208,134
|
|
|
$
|
249,744
|
|
OP Units held by Non-controlling OP Unitholders (3)
|
|
2,903
|
|
|
4,675
|
|
||
TOTAL EQUITY
|
|
$
|
211,037
|
|
|
$
|
254,419
|
|
TOTAL LIABILITIES, MEZZANINE EQUITY AND EQUITY
|
|
$
|
1,039,508
|
|
|
$
|
938,775
|
|
(1)
|
Refer to Note 2 “Related-Party Transactions”
|
(2)
|
Refer to Note 9 “Commitments and Contingencies”
|
(3)
|
Refer to Note 10 “Equity and Mezzanine Equity”
|
|
|
For the year ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating revenues
|
|
|
|
|
|
|
||||||
Lease revenue
|
|
$
|
114,387
|
|
|
$
|
106,798
|
|
|
$
|
94,799
|
|
Total operating revenues
|
|
$
|
114,387
|
|
|
$
|
106,798
|
|
|
$
|
94,799
|
|
Operating expenses
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
$
|
52,039
|
|
|
$
|
47,620
|
|
|
$
|
42,795
|
|
Property operating expenses
|
|
12,592
|
|
|
11,458
|
|
|
7,688
|
|
|||
Base management fee (1)
|
|
5,174
|
|
|
5,054
|
|
|
4,959
|
|
|||
Incentive fee (1)
|
|
3,688
|
|
|
3,042
|
|
|
2,422
|
|
|||
Administration fee (1)
|
|
1,690
|
|
|
1,605
|
|
|
1,272
|
|
|||
General and administrative
|
|
3,235
|
|
|
2,358
|
|
|
2,366
|
|
|||
Impairment charge
|
|
1,813
|
|
|
—
|
|
|
6,835
|
|
|||
Total operating expenses
|
|
$
|
80,231
|
|
|
$
|
71,137
|
|
|
$
|
68,337
|
|
Other (expense) income
|
|
|
|
|
|
|
||||||
Interest expense
|
|
$
|
(28,279
|
)
|
|
$
|
(26,172
|
)
|
|
$
|
(24,570
|
)
|
Gain on sale of real estate, net
|
|
2,952
|
|
|
2,763
|
|
|
3,993
|
|
|||
Other income
|
|
712
|
|
|
72
|
|
|
52
|
|
|||
Total other expense, net
|
|
$
|
(24,615
|
)
|
|
$
|
(23,337
|
)
|
|
$
|
(20,525
|
)
|
Net income
|
|
$
|
9,541
|
|
|
$
|
12,324
|
|
|
$
|
5,937
|
|
Net loss (income) attributable to OP Units held by Non-controlling OP Unitholders
|
|
87
|
|
|
(4
|
)
|
|
—
|
|
|||
Net income attributable to the Company
|
|
$
|
9,628
|
|
|
$
|
12,320
|
|
|
$
|
5,937
|
|
Distributions attributable to Series A, B, D, and E preferred stock
|
|
(10,822
|
)
|
|
(10,416
|
)
|
|
(9,890
|
)
|
|||
Series A and B Preferred Stock offering costs write off
|
|
(2,674
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions attributable to senior common stock
|
|
(892
|
)
|
|
(931
|
)
|
|
(986
|
)
|
|||
Net (loss) income (attributable) available to common stockholders
|
|
$
|
(4,760
|
)
|
|
$
|
973
|
|
|
$
|
(4,939
|
)
|
(Loss) earnings per weighted average share of common stock - basic & diluted
|
|
|
|
|
|
|
||||||
(Loss) earnings (attributable) available to common shareholders
|
|
$
|
(0.16
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.19
|
)
|
Weighted average shares of common stock outstanding
|
|
|
|
|
|
|
||||||
Basic and Diluted
|
|
30,695,902
|
|
|
28,675,934
|
|
|
26,358,237
|
|
|||
Distributions declared per common share
|
|
$
|
1.50
|
|
|
$
|
1.50
|
|
|
$
|
1.50
|
|
Earnings per weighted average share of senior common stock
|
|
$
|
1.05
|
|
|
$
|
1.05
|
|
|
$
|
1.05
|
|
Weighted average shares of senior common stock outstanding - basic
|
|
849,348
|
|
|
887,081
|
|
|
938,779
|
|
|||
Comprehensive income
|
|
|
|
|
|
|
||||||
Change in unrealized (loss) gain related to interest rate hedging instruments, net
|
|
$
|
(1,978
|
)
|
|
$
|
(183
|
)
|
|
$
|
35
|
|
Other Comprehensive (loss) income
|
|
(1,978
|
)
|
|
(183
|
)
|
|
35
|
|
|||
Net income
|
|
$
|
9,541
|
|
|
$
|
12,324
|
|
|
$
|
5,937
|
|
Comprehensive income
|
|
$
|
7,563
|
|
|
$
|
12,141
|
|
|
$
|
5,972
|
|
Comprehensive loss (income) attributable to OP Units held by Non-controlling OP Unitholders
|
|
87
|
|
|
(4
|
)
|
|
—
|
|
|||
Total comprehensive income attributable to the Company
|
|
$
|
7,650
|
|
|
$
|
12,137
|
|
|
$
|
5,972
|
|
(1)
|
Refer to Note 2 “Related-Party Transactions”
|
|
|
Series A and B Preferred Stock
|
|
Common Stock
|
|
Senior Common Stock
|
|
Series A and B Preferred Stock
|
|
Senior Common Stock
|
|
Common Stock
|
|
Additional Paid in Capital
|
|
Accumulated Other Comprehensive Income
|
|
Distributions in Excess of Accumulated Earnings
|
|
Total Stockholders' Equity
|
|
Non-Controlling Interest
|
|
Total Equity
|
|||||||||||||||||||||
Balance at December 31, 2016
|
|
2,264,000
|
|
|
24,882,758
|
|
|
959,552
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
25
|
|
|
$
|
463,436
|
|
|
$
|
—
|
|
|
$
|
(223,587
|
)
|
|
$
|
239,877
|
|
|
$
|
—
|
|
|
$
|
239,877
|
|
Issuance of Series A and B preferred stock and common stock, net
|
|
—
|
|
|
3,455,023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
71,378
|
|
|
—
|
|
|
—
|
|
|
71,381
|
|
|
—
|
|
|
71,381
|
|
|||||||||
Conversion of senior common stock to common stock
|
|
—
|
|
|
46,235
|
|
|
(53,135
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Retirement of senior common stock, net
|
|
—
|
|
|
—
|
|
|
(1,598
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
|||||||||
Distributions declared to common, senior common and preferred stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,408
|
)
|
|
(50,408
|
)
|
|
—
|
|
|
(50,408
|
)
|
|||||||||
Comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,937
|
|
|
5,937
|
|
|
—
|
|
|
5,937
|
|
|||||||||
Balance at December 31, 2017
|
|
2,264,000
|
|
|
28,384,016
|
|
|
904,819
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
28
|
|
|
$
|
534,790
|
|
|
$
|
35
|
|
|
$
|
(268,058
|
)
|
|
$
|
266,798
|
|
|
$
|
—
|
|
|
$
|
266,798
|
|
Issuance of Series A and B preferred stock and common stock, net
|
|
—
|
|
|
841,338
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
16,103
|
|
|
—
|
|
|
—
|
|
|
16,104
|
|
|
—
|
|
|
16,104
|
|
|||||||||
Conversion of senior common stock to common stock
|
|
—
|
|
|
29,545
|
|
|
(36,294
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Retirement of senior common stock, net
|
|
—
|
|
|
—
|
|
|
(2,266
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
|||||||||
Distributions declared to common, senior common and preferred stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,379
|
)
|
|
(54,379
|
)
|
|
(186
|
)
|
|
(54,565
|
)
|
|||||||||
Comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(183
|
)
|
|
—
|
|
|
(183
|
)
|
|
—
|
|
|
(183
|
)
|
|||||||||
Issuance of Non-controlling OP Units as consideration in real estate acquisitions, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,975
|
|
|
13,975
|
|
|||||||||
Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,118
|
|
|
—
|
|
|
—
|
|
|
9,118
|
|
|
(9,118
|
)
|
|
—
|
|
|||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,320
|
|
|
12,320
|
|
|
4
|
|
|
12,324
|
|
|||||||||
Balance at December 31, 2018
|
|
2,264,000
|
|
|
29,254,899
|
|
|
866,259
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
29
|
|
|
$
|
559,977
|
|
|
$
|
(148
|
)
|
|
$
|
(310,117
|
)
|
|
$
|
249,744
|
|
|
$
|
4,675
|
|
|
$
|
254,419
|
|
Issuance of Series A and B preferred stock and common stock, net
|
|
—
|
|
|
3,025,727
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
64,539
|
|
|
—
|
|
|
—
|
|
|
64,542
|
|
|
—
|
|
|
64,542
|
|
|||||||||
Conversion of senior common stock to common stock
|
|
—
|
|
|
49,725
|
|
|
(59,824
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Redemption of Series A and B preferred stock, net
|
|
(2,264,000
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(53,924
|
)
|
|
—
|
|
|
(2,674
|
)
|
|
(56,600
|
)
|
|
—
|
|
|
(56,600
|
)
|
|||||||||
Distributions declared to common, senior common, preferred stockholders and Non-controlling OP Unit holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(57,815
|
)
|
|
(57,838
|
)
|
|
(1,049
|
)
|
|
(58,887
|
)
|
|||||||||
Comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,978
|
)
|
|
—
|
|
|
(1,978
|
)
|
|
—
|
|
|
(1,978
|
)
|
|||||||||
Redemptions of OP Units
|
|
—
|
|
|
263,300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,143
|
|
|
—
|
|
|
—
|
|
|
6,143
|
|
|
(6,143
|
)
|
|
—
|
|
|||||||||
Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,507
|
)
|
|
—
|
|
|
—
|
|
|
(5,507
|
)
|
|
5,507
|
|
|
—
|
|
|||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,628
|
|
|
9,628
|
|
|
(87
|
)
|
|
9,541
|
|
|||||||||
Balance at December 31, 2019
|
|
—
|
|
|
32,593,651
|
|
|
806,435
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
32
|
|
|
$
|
571,205
|
|
|
$
|
(2,126
|
)
|
|
$
|
(360,978
|
)
|
|
$
|
208,134
|
|
|
$
|
2,903
|
|
|
$
|
211,037
|
|
|
|
For the year ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
9,541
|
|
|
$
|
12,324
|
|
|
$
|
5,937
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
52,039
|
|
|
47,620
|
|
|
42,795
|
|
|||
Impairment charge
|
|
1,813
|
|
|
—
|
|
|
6,835
|
|
|||
Gain on sale of real estate, net
|
|
(2,952
|
)
|
|
(2,763
|
)
|
|
(3,993
|
)
|
|||
Amortization of deferred financing costs
|
|
1,641
|
|
|
1,445
|
|
|
1,713
|
|
|||
Amortization of deferred rent asset and liability, net
|
|
(1,446
|
)
|
|
(728
|
)
|
|
(851
|
)
|
|||
Amortization of discount and premium on assumed debt, net
|
|
62
|
|
|
(20
|
)
|
|
(99
|
)
|
|||
Asset retirement obligation expense
|
|
119
|
|
|
121
|
|
|
125
|
|
|||
Bad debt expense
|
|
152
|
|
|
—
|
|
|
—
|
|
|||
Operating changes in assets and liabilities
|
|
|
|
|
|
|
||||||
(Increase) decrease in other assets
|
|
(2,170
|
)
|
|
(445
|
)
|
|
(1,866
|
)
|
|||
Increase in deferred rent receivable
|
|
(1,477
|
)
|
|
(2,548
|
)
|
|
(3,077
|
)
|
|||
(Decrease) increase in accounts payable, accrued expenses, and amount due to Adviser and Administrator
|
|
1,921
|
|
|
749
|
|
|
(524
|
)
|
|||
Decrease in right-of-use asset from operating leases
|
|
204
|
|
|
—
|
|
|
—
|
|
|||
Decrease in operating lease liabilities
|
|
(151
|
)
|
|
—
|
|
|
—
|
|
|||
Increase (decrease) in other liabilities
|
|
2,075
|
|
|
246
|
|
|
521
|
|
|||
Tenant inducement payments
|
|
—
|
|
|
—
|
|
|
(122
|
)
|
|||
Leasing commissions paid
|
|
(1,177
|
)
|
|
(402
|
)
|
|
(552
|
)
|
|||
Net cash provided by operating activities
|
|
$
|
60,194
|
|
|
$
|
55,599
|
|
|
$
|
46,842
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Acquisition of real estate and related intangible assets
|
|
$
|
(130,313
|
)
|
|
$
|
(42,353
|
)
|
|
$
|
(120,978
|
)
|
Improvements of existing real estate
|
|
(7,570
|
)
|
|
(4,328
|
)
|
|
(9,216
|
)
|
|||
Proceeds from sale of real estate
|
|
6,318
|
|
|
12,835
|
|
|
29,499
|
|
|||
Receipts from lenders for funds held in escrow
|
|
2,664
|
|
|
1,769
|
|
|
7,302
|
|
|||
Payments to lenders for funds held in escrow
|
|
(3,880
|
)
|
|
(2,376
|
)
|
|
(5,899
|
)
|
|||
Receipts from tenants for reserves
|
|
4,782
|
|
|
2,682
|
|
|
2,093
|
|
|||
Payments to tenants from reserves
|
|
(2,496
|
)
|
|
(2,669
|
)
|
|
(2,666
|
)
|
|||
Deposits on future acquisitions
|
|
(5,952
|
)
|
|
(1,590
|
)
|
|
(3,150
|
)
|
|||
Deposits applied against acquisition of real estate investments
|
|
4,410
|
|
|
1,590
|
|
|
3,150
|
|
|||
Net cash used in investing activities
|
|
$
|
(132,037
|
)
|
|
$
|
(34,440
|
)
|
|
$
|
(99,865
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from issuance of equity
|
|
$
|
134,527
|
|
|
$
|
18,565
|
|
|
$
|
86,260
|
|
Offering costs paid
|
|
(3,431
|
)
|
|
(295
|
)
|
|
(2,190
|
)
|
|||
Retirement of senior common stock
|
|
—
|
|
|
(34
|
)
|
|
(24
|
)
|
|||
Redemption of Series A and B perpetual preferred stock
|
|
(56,600
|
)
|
|
—
|
|
|
—
|
|
|||
Borrowings under mortgage notes payable
|
|
69,650
|
|
|
14,125
|
|
|
51,208
|
|
|||
Payments for deferred financing costs
|
|
(2,480
|
)
|
|
(386
|
)
|
|
(1,990
|
)
|
|||
Principal repayments on mortgage notes payable
|
|
(57,438
|
)
|
|
(27,850
|
)
|
|
(60,080
|
)
|
|||
Proceeds from issuance of term loan facility
|
|
47,300
|
|
|
—
|
|
|
50,000
|
|
|||
Borrowings from revolving credit facility
|
|
165,400
|
|
|
88,600
|
|
|
116,900
|
|
|||
Repayments on revolving credit facility
|
|
(163,600
|
)
|
|
(59,400
|
)
|
|
(135,200
|
)
|
|||
(Decrease) increase in security deposits
|
|
(192
|
)
|
|
83
|
|
|
(61
|
)
|
|||
Distributions paid for common, senior common, preferred stock and Non-controlling OP Unitholders
|
|
(58,887
|
)
|
|
(54,565
|
)
|
|
(50,408
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
$
|
74,249
|
|
|
$
|
(21,157
|
)
|
|
$
|
54,415
|
|
Net increase in cash, cash equivalents, and restricted cash
|
|
$
|
2,406
|
|
|
$
|
2
|
|
|
$
|
1,392
|
|
Cash, cash equivalents, and restricted cash at beginning of period
|
|
$
|
9,082
|
|
|
$
|
9,080
|
|
|
$
|
7,688
|
|
Cash, cash equivalents, and restricted cash at end of period
|
|
$
|
11,488
|
|
|
$
|
9,082
|
|
|
$
|
9,080
|
|
SUPPLEMENTAL NON-CASH INFORMATION
|
|
|
|
|
|
|
||||||
Cash paid during year for interest
|
|
$
|
25,685
|
|
|
$
|
24,987
|
|
|
$
|
22,352
|
|
Tenant funded fixed asset improvements
|
|
$
|
2,787
|
|
|
$
|
1,608
|
|
|
$
|
3,018
|
|
Assumed mortgage in connection with acquisition
|
|
$
|
—
|
|
|
$
|
6,918
|
|
|
$
|
11,179
|
|
Assumed interest rate swap fair market value
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
42
|
|
Reserves released by title company to tenant
|
|
$
|
—
|
|
|
$
|
3,966
|
|
|
$
|
—
|
|
Capital improvements and leasing commissions included in accounts payable and accrued expenses
|
|
$
|
390
|
|
|
$
|
311
|
|
|
$
|
1,495
|
|
Assumed tenant improvement allowance in connection with acquisition
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,966
|
|
Unrealized (loss) gain related to interest rate hedging instruments, net
|
|
$
|
(1,978
|
)
|
|
$
|
(183
|
)
|
|
$
|
35
|
|
Non-controlling OP Units issued in connection with acquisition
|
|
$
|
—
|
|
|
$
|
13,975
|
|
|
$
|
—
|
|
Increase in asset retirement obligation assumed in acquisition
|
|
$
|
164
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Series A and B Preferred Stock offering cost write off
|
|
$
|
2,674
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Right-of-use asset from operating leases
|
|
$
|
5,998
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating lease liabilities
|
|
$
|
(5,998
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Property manager other assets
|
|
$
|
1,676
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Property manager accrued expenses and other liabilities
|
|
$
|
(1,676
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
For the year ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash and cash equivalents
|
|
$
|
6,849
|
|
|
$
|
6,591
|
|
|
$
|
6,683
|
|
Restricted cash
|
|
4,639
|
|
|
2,491
|
|
|
2,397
|
|
|||
Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows
|
|
$
|
11,488
|
|
|
$
|
9,082
|
|
|
$
|
9,080
|
|
|
|
For the year ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Calculation of basic (loss) earnings per share of common stock:
|
|
|
|
|
|
|
||||||
Net (loss) income (attributable) available to common stockholders
|
|
$
|
(4,760
|
)
|
|
$
|
973
|
|
|
$
|
(4,939
|
)
|
Denominator for basic weighted average shares of common stock (1)
|
|
30,695,902
|
|
|
28,675,934
|
|
|
26,358,237
|
|
|||
Basic (loss) earnings per share of common stock
|
|
$
|
(0.16
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.19
|
)
|
Calculation of diluted (loss) earnings per share of common stock:
|
|
|
|
|
|
|
||||||
Net (loss) income (attributable) available to common stockholders
|
|
$
|
(4,760
|
)
|
|
$
|
973
|
|
|
$
|
(4,939
|
)
|
Net (loss) income (attributable) available to common stockholders plus assumed conversions (2)
|
|
$
|
(4,760
|
)
|
|
$
|
973
|
|
|
$
|
(4,939
|
)
|
Denominator for basic weighted average shares of common stock (1)
|
|
30,695,902
|
|
|
28,675,934
|
|
|
26,358,237
|
|
|||
Effect of convertible Senior Common Stock (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Denominator for diluted weighted average shares of common stock (2)
|
|
30,695,902
|
|
|
28,675,934
|
|
|
26,358,237
|
|
|||
Diluted (loss) earnings per share of common stock
|
|
$
|
(0.16
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.19
|
)
|
(1)
|
The weighted average number of OP Units held by Non-controlling OP Unitholders was 700,924 and 128,233 for the years ended December 31, 2019 and 2018, respectively. The Company was the sole holder of OP Units during December 31, 2017.
|
(2)
|
We excluded convertible shares of Senior Common Stock of 674,611, 724,336 and 753,881 from the calculation of diluted earnings per share for the years ended December 31, 2019, 2018 and 2017, respectively, because it was anti-dilutive.
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Real estate:
|
|
|
|
|
||||
Land
|
|
$
|
137,532
|
|
|
$
|
125,905
|
|
Building and improvements
|
|
851,245
|
|
|
755,584
|
|
||
Tenant improvements
|
|
68,201
|
|
|
65,160
|
|
||
Accumulated depreciation
|
|
(207,523
|
)
|
|
(178,257
|
)
|
||
Real estate, net
|
|
$
|
849,455
|
|
|
$
|
768,392
|
|
Year Ended
|
|
Aggregate Square Footage
|
|
Weighted Average Lease Term
|
|
Aggregate Purchase Price
|
|
Acquisition Costs
|
|
Aggregate Annualized GAAP Rent
|
|
Aggregate Mortgage Debt Issued or Assumed
|
|
|||||||||
December 31, 2019
|
(1)
|
2,562,483
|
|
|
12.8 Years
|
|
$
|
130,313
|
|
|
$
|
1,231
|
|
(3)
|
$
|
10,009
|
|
|
$
|
37,410
|
|
|
December 31, 2018
|
(2)
|
591,037
|
|
|
11.1 Years
|
|
$
|
63,245
|
|
|
$
|
905
|
|
(3)
|
$
|
5,984
|
|
|
$
|
11,663
|
|
(4)
|
(1)
|
On February 8, 2019, we acquired a 26,050 square foot property in Moorestown, New Jersey for $2.7 million. The annualized GAAP rent on the 15.1 year lease is $0.2 million. On February 28, 2019, we acquired a 34,800 square foot property in Indianapolis, Indiana for $3.6 million. The annualized GAAP rent on the 10.0 year lease is $0.3 million. On April 5, 2019, we acquired a 383,000 square foot, two property portfolio located in Ocala, Florida for $19.2 million. This portfolio has a weighted average lease term of 20.1 years, and annualized GAAP rent of $1.5 million. On April 30, 2019, we acquired a 54,430 square foot property in Columbus, Ohio for $3.2 million. The annualized GAAP rent on the 7.0 year lease is $0.2 million. On June 18, 2019, we acquired a 676,031 square foot property in Tifton, Georgia, for $17.9 million. The annualized GAAP rent on the 8.5 year lease is $1.6 million. We issued $8.9 million of mortgage debt with a fixed interest rate of 4.35% in connection with this acquisition. On July 30, 2019, we acquired a 78,452 square foot property in Denton, Texas, for $6.6 million. The annualized GAAP rent on the 11.9 year lease is $0.5 million. On September 26, 2019, we acquired a 211,000 square foot two property portfolio in Temple, Texas, for $14.1 million. The portfolio has a weighted average lease term of 20.0 years, and annualized GAAP rent of $1.2 million. On November 14, 2019, we acquired a 231,509 square foot property in Indianapolis, Indiana, for $8.2 million. The annualized GAAP rent on the 13.5 year lease is $0.6 million. On December 16, 2019, we acquired a 241,000 square foot property in Jackson, Tennessee, for $9.1 million. The annualized GAAP rent on the 9.7 year lease is $0.7 million. We issued $4.8 million of mortgage debt with a fixed interest rate of 3.97% in connection with this acquisition. On December 17, 2019, we acquired a 117,000 square foot property in Carrollton, Georgia, for $8.1 million. The annualized GAAP rent on the 12.0 year lease is $0.6 million. We issued $4.2 million of mortgage debt with a fixed interest rate of 3.97% in connection with this acquisition. On December 17, 2019, we acquired a 509,211 square foot six property portfolio, for $37.6 million. The portfolio has a weighted average lease term of 10.0 years, and annualized GAAP rent of $2.7 million. We issued $19.5 million of mortgage debt with a fixed interest rate of 3.75% in connection with this acquisition.
|
(2)
|
On March 9, 2018, we acquired a 127,444 square foot property in Vance, Alabama for $14.3 million. The annualized GAAP rent on the 9.8 year lease is $1.1 million. On September 20, 2018, we acquired a 157,810 square foot property in Columbus, Ohio for $8.5 million. We entered into an interest rate swap in connection with our $4.7 million of issued debt on our Columbus, Ohio acquisition resulting in a fixed interest rate of 5.32% on such debt. The annualized GAAP rent on the 15.0 year lease is $0.8 million. On October 30, 2018, we acquired a 218,703 square foot, two property portfolio located in Detroit, Michigan for $21.7 million. We assumed $6.9 million of mortgage debt with a fixed interest rate of 4.63% and issued 742,937 OP Units in connection with this acquisition. This portfolio has a weighted average lease term of 10.5 years, and annualized GAAP rent of $1.7 million. On December 27, 2018, we acquired an 87,080 square foot property in Lake Mary, Florida for $18.7 million. The annualized GAAP rent on the 11.0 year lease is $2.4 million.
|
(3)
|
We accounted for these transactions under ASU 2017-01. As a result, we treated our acquisitions during the years ended December 31, 2019 and 2018 as asset acquisitions rather than business combinations. As a result of this treatment, we capitalized $1.2 million and $0.9 million, respectively, of acquisition costs that would otherwise have been expensed under business combination treatment.
|
(4)
|
We entered into an interest rate swap in connection with $4.7 million of issued debt on our Columbus, Ohio acquisition, pursuant to which we will pay our counterparty a fixed interest rate of 3.22%, and receive a variable interest rate of one month LIBOR from our counterparty. Our total interest rate on this debt is fixed at 5.32%. We have elected to treat this interest rate swap as a cash flow hedge, and all changes in fair market value will be recorded to accumulated other comprehensive income on the consolidated balance sheets.
|
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
||||
Acquired assets and liabilities
|
|
Purchase price
|
|
Purchase price
|
||||
Land
|
|
$
|
12,351
|
|
|
$
|
6,278
|
|
Building
|
|
93,502
|
|
|
44,754
|
|
||
Tenant Improvements
|
|
3,119
|
|
|
2,400
|
|
||
In-place Leases
|
|
9,013
|
|
|
4,418
|
|
||
Leasing Costs
|
|
7,274
|
|
|
3,933
|
|
||
Customer Relationships
|
|
5,019
|
|
|
2,698
|
|
||
Above Market Leases
|
|
1,950
|
|
|
239
|
|
||
Below Market Leases (1)
|
|
(1,915
|
)
|
|
(1,475
|
)
|
||
Total Purchase Price
|
|
$
|
130,313
|
|
|
$
|
63,245
|
|
(1)
|
This amount includes $187 of prepaid rent included in Other liabilities on the consolidated balance sheets.
|
|
|||||||||||||||||
Year Ended
|
|
Aggregate Square Footage
|
|
Weighted Average Remaining Lease Term
|
|
Aggregate Annualized GAAP Rent
|
|
Aggregate Tenant Improvement
|
|
Aggregate Leasing Commissions
|
|||||||
December 31, 2019
|
|
266,021
|
|
|
9.0 Years
|
(1)
|
$
|
3,739
|
|
|
$
|
2,215
|
|
|
$
|
1,312
|
|
December 31, 2018
|
|
97,178
|
|
|
6.3 Years
|
(2)
|
$
|
1,253
|
|
|
$
|
433
|
|
|
$
|
242
|
|
(1)
|
Weighted average lease term is weighted according to the annualized GAAP rent earned by each lease. Our leases have terms ranging from 5.0 years to 11.5 years.
|
(2)
|
Weighted average lease term is weighted according to the annualized GAAP rent earned by each lease. Our leases have terms ranging from 3.6 years to 7.0 years.
|
Year Ended
|
|
Aggregate Square Footage Reduced
|
|
Aggregate Square Footage Remaining
|
|
Aggregate Termination Fee
|
|
Aggregate Deferred Rent Write Off
|
||||||
December 31, 2019
|
(1)
|
111,309
|
|
|
39,417
|
|
|
$
|
301
|
|
|
$
|
—
|
|
December 31, 2018
|
(2)
|
44,032
|
|
|
169,133
|
|
|
559
|
|
|
184
|
|
(1)
|
A tenant in one of our Columbus, Ohio properties exercised a lease termination option effective October 31, 2019. In connection with this termination, we earned a termination fee of $0.1 million, which was recognized through lease revenue on the consolidated statements of operations and comprehensive income. The tenant in our Fridley, Minnesota property executed a termination agreement to vacate the property on March 31, 2020. In connection with the early termination, we will earn a termination fee of $0.2 million, which is recognized through lease revenue on the consolidated statements of operations and comprehensive income through the remaining lease term. The tenant in one of our Mason, Ohio properties executed a lease contraction in conjunction with a lease renewal. At the conclusion of their current lease term on June 30, 2020, they will continue to lease 39,417 square feet through June 30, 2030.
|
(2)
|
A tenant in our Salt Lake City, Utah property exercised a lease contraction to reduce their occupancy in our building by 23,632 square feet. They will continue to lease 81,271 square feet through their original lease term. In connection with this contraction, we will earn a contraction fee of $0.3 million, which is recognized through lease revenue on the consolidated statements of operations and comprehensive income through the contraction term, and we wrote off $0.1 million of deferred rent asset to property operating expenses on the consolidated statements of operations and comprehensive income. A tenant in our Champaign, Illinois property exercised a lease contraction to reduce its occupancy in our building by 20,400 square feet. They will continue to lease 87,862 square feet through their original lease term. In connection with this contraction, we will earn a contraction fee of $0.2 million, which is recognized through lease revenue on the consolidated statements of operations and comprehensive income through the contraction term, and we wrote off $0.1 million of deferred rent asset to property operating expenses on the consolidated statements of operations and comprehensive income. We recorded contraction fees of $0.2 million, in the aggregate, during the year ended December 31, 2018.
|
Year
|
Tenant Lease Payments
|
||
2020
|
$
|
107,159
|
|
2021
|
101,794
|
|
|
2022
|
94,252
|
|
|
2023
|
86,460
|
|
|
2024
|
77,414
|
|
|
Thereafter
|
307,591
|
|
|
|
$
|
774,670
|
|
Year
|
Tenant Lease Payments
|
||
2019
|
$
|
103,322
|
|
2020
|
97,302
|
|
|
2021
|
89,057
|
|
|
2022
|
82,336
|
|
|
2023
|
74,337
|
|
|
Thereafter
|
279,424
|
|
|
|
$
|
725,778
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
Lease Intangibles
|
|
Accumulated Amortization
|
|
Lease Intangibles
|
|
Accumulated Amortization
|
||||||||
In-place leases
|
|
$
|
92,906
|
|
|
$
|
(48,468
|
)
|
|
$
|
83,894
|
|
|
$
|
(40,445
|
)
|
Leasing costs
|
|
68,256
|
|
|
(33,705
|
)
|
|
59,671
|
|
|
(28,092
|
)
|
||||
Customer relationships
|
|
65,363
|
|
|
(28,887
|
)
|
|
60,455
|
|
|
(24,035
|
)
|
||||
|
|
$
|
226,525
|
|
|
$
|
(111,060
|
)
|
|
$
|
204,020
|
|
|
$
|
(92,572
|
)
|
|
|
Deferred Rent Receivable/(Liability)
|
|
Accumulated (Amortization)/Accretion
|
|
Deferred Rent Receivable/(Liability)
|
|
Accumulated (Amortization)/Accretion
|
||||||||
Above market leases
|
|
$
|
16,502
|
|
|
$
|
(10,005
|
)
|
|
$
|
14,551
|
|
|
$
|
(8,981
|
)
|
Below market leases and deferred revenue
|
|
(34,322
|
)
|
|
15,000
|
|
|
(29,807
|
)
|
|
12,502
|
|
||||
|
|
$
|
(17,820
|
)
|
|
$
|
4,995
|
|
|
$
|
(15,256
|
)
|
|
$
|
3,521
|
|
Intangible Assets & Liabilities
|
|
2019
|
|
2018
|
In-place leases
|
|
13.6
|
|
11.7
|
Leasing costs
|
|
13.6
|
|
11.7
|
Customer relationships
|
|
19.0
|
|
19.3
|
Above market leases
|
|
10.7
|
|
10.4
|
Below market leases
|
|
10.3
|
|
12.4
|
All intangible assets & liabilities
|
|
15.0
|
|
13.6
|
Year
|
Estimated Amortization Expense
of In-Place Leases, Leasing Costs and Customer Relationships |
||
2020
|
$
|
20,919
|
|
2021
|
17,920
|
|
|
2022
|
15,313
|
|
|
2023
|
13,119
|
|
|
2024
|
10,949
|
|
|
Thereafter
|
37,245
|
|
|
|
$
|
115,465
|
|
Year
|
Net Increase to Rental Income
Related to Above and Below Market Leases |
||
2020
|
$
|
2,674
|
|
2021
|
2,218
|
|
|
2022
|
1,746
|
|
|
2023
|
1,378
|
|
|
2024
|
1,411
|
|
|
Thereafter
|
3,212
|
|
|
|
$
|
12,639
|
|
Square Footage Sold
|
|
Sales Price
|
|
Sales Costs
|
|
Gain on Sale of Real Estate, net
|
|||||||
50,000
|
|
|
$
|
6,850
|
|
|
$
|
532
|
|
|
$
|
2,952
|
|
|
|
For the year ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating revenue
|
|
$
|
245
|
|
|
$
|
1,007
|
|
|
$
|
416
|
|
Operating expense
|
|
786
|
|
|
1,004
|
|
|
471
|
|
|||
Other income, net
|
|
2,614
|
|
(1)
|
(334
|
)
|
|
(142
|
)
|
|||
Income (expense) from real estate and related assets sold
|
|
$
|
2,073
|
|
|
$
|
(331
|
)
|
|
$
|
(197
|
)
|
|
|
For the year ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating revenue
|
|
$
|
600
|
|
|
$
|
1,167
|
|
|
$
|
1,156
|
|
Operating expense
|
|
2,220
|
|
(1)
|
307
|
|
|
291
|
|
|||
Other income, net
|
|
323
|
|
|
(36
|
)
|
|
(240
|
)
|
|||
Income (expense) from real estate and related assets sold
|
|
$
|
(1,297
|
)
|
|
$
|
824
|
|
|
$
|
625
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Assets Held for Sale
|
|
|
|
|
||||
Real estate, at cost
|
|
$
|
7,411
|
|
|
$
|
3,173
|
|
Less: accumulated depreciation
|
|
3,421
|
|
|
218
|
|
||
Total real estate held for sale, net
|
|
3,990
|
|
|
2,955
|
|
||
Lease intangibles, net
|
|
—
|
|
|
1,105
|
|
||
Deferred rent receivable, net
|
|
—
|
|
|
91
|
|
||
Total Assets Held for Sale
|
|
$
|
3,990
|
|
|
$
|
4,151
|
|
Liabilities Held for Sale
|
|
|
|
|
||||
Asset retirement obligation
|
|
$
|
21
|
|
|
$
|
—
|
|
Total Liabilities Held for Sale
|
|
$
|
21
|
|
|
$
|
—
|
|
|
|
Encumbered properties at
|
|
Carrying Value at
|
|
Stated Interest Rates at
|
|
Scheduled Maturity Dates at
|
|||||||
|
|
December 31, 2019
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2019
|
|
December 31, 2019
|
|||||
Mortgage and other secured loans:
|
|
|
|
|
|
|
|
|
|
|
|||||
Fixed rate mortgage loans
|
|
58
|
|
|
$
|
412,771
|
|
|
$
|
385,051
|
|
|
(1)
|
|
(2)
|
Variable rate mortgage loans
|
|
12
|
|
|
45,151
|
|
|
60,659
|
|
|
(3)
|
|
(2)
|
||
Premiums and discounts, net
|
|
-
|
|
|
(239
|
)
|
|
(301
|
)
|
|
N/A
|
|
N/A
|
||
Deferred financing costs, mortgage loans, net
|
|
-
|
|
|
(3,944
|
)
|
|
(4,063
|
)
|
|
N/A
|
|
N/A
|
||
Total mortgage notes payable, net
|
|
70
|
|
|
$
|
453,739
|
|
|
$
|
441,346
|
|
|
(4)
|
|
|
Variable rate revolving credit facility
|
|
46
|
|
(6)
|
$
|
52,400
|
|
|
$
|
50,600
|
|
|
LIBOR + 1.65%
|
|
7/2/2023
|
Deferred financing costs, revolving credit facility
|
|
-
|
|
|
(821
|
)
|
|
(516
|
)
|
|
N/A
|
|
N/A
|
||
Total revolver, net
|
|
46
|
|
|
$
|
51,579
|
|
|
$
|
50,084
|
|
|
|
|
|
Variable rate term loan facility
|
|
-
|
|
|
$
|
122,300
|
|
|
$
|
75,000
|
|
|
LIBOR + 1.60%
|
|
7/2/2024
|
Deferred financing costs, term loan facility
|
|
-
|
|
|
(1,024
|
)
|
|
(371
|
)
|
|
N/A
|
|
N/A
|
||
Total term loan, net
|
|
N/A
|
|
|
$
|
121,276
|
|
|
$
|
74,629
|
|
|
|
|
|
Total mortgage notes payable and credit facility
|
|
116
|
|
|
$
|
626,594
|
|
|
$
|
566,059
|
|
|
(5)
|
|
|
(1)
|
Interest rates on our fixed rate mortgage notes payable vary from 3.42% to 6.63%.
|
(2)
|
We have 54 mortgage notes payable with maturity dates ranging from 7/1/2020 through 8/1/2037.
|
(3)
|
Interest rates on our variable rate mortgage notes payable vary from one month LIBOR + 2.00% to one month LIBOR +2.75%. At December 31, 2019, one month LIBOR was approximately 1.76%.
|
(4)
|
The weighted average interest rate on the mortgage notes outstanding at December 31, 2019, was approximately 4.49%.
|
(5)
|
The weighted average interest rate on all debt outstanding at December 31, 2019, was approximately 4.18%.
|
(6)
|
The amount we may draw under our Credit Facility is based on a percentage of the fair value of a combined pool of 46 unencumbered properties as of December 31, 2019.
|
Aggregate Fixed Rate Debt Repaid
|
|
Weighted Average Interest Rate on Fixed Rate Debt Repaid
|
|||
$
|
31,385
|
|
|
4.55
|
%
|
Aggregate Variable Rate Debt Repaid
|
|
Weighted Average Interest Rate on Variable Rate Debt Repaid
|
|||
$
|
13,600
|
|
|
LIBOR +
|
2.47%
|
Aggregate Fixed Rate Debt Issued
|
|
Weighted Average Interest Rate on Fixed Rate Debt
|
|||
$
|
69,650
|
|
(1)
|
3.90
|
%
|
(1)
|
We issued $10.6 million of fixed rate debt in connection with one property acquired on December 27, 2018, with a maturity date of February 8, 2029. The interest rate is fixed at 4.7% for the first seven years of the mortgage. After the fixed interest rate period expires, we have the option to adjust the interest rate to a fixed interest rate equal to 1.8%, plus the three-year treasury rate per annum, or a variable interest rate equal to 1.8%, plus the 30 day LIBOR rate per annum. On May 31, 2019, we issued $21.6 million of floating rate debt swapped to fixed rate debt of 3.42% in connection with refinancing mortgage debt on one property with a new maturity date of June 1, 2024. We issued $8.9 million of fixed rate debt in connection with our June 18, 2019 property acquisition with a maturity date of June 18, 2024 and a rate of 4.35%. We issued $4.8 million of fixed rate debt in connection with our December 16, 2019 property acquisition with a maturity date of December 10, 2026 and a rate of 3.97%. We issued $4.2 million of fixed rate debt in connection with our December 17, 2019 property acquisition with a maturity date of December 17, 2026 and a rate of 3.97%. We issued an aggregate $19.5 million of fixed rate debt in connection with our December 17, 2019 six property portfolio acquisition with a maturity date of January 1, 2027 and a rate of 3.75%.
|
Aggregate Variable Rate Debt Extended
|
|
Weighted Average Interest Rate on Variable Rate Debt Extended
|
|
Weighted Average Extension Term
|
|||
$
|
12,561
|
|
|
LIBOR +
|
2.51%
|
|
2.4 years
|
Year
|
|
Scheduled Principal Payments
|
|
||
2020
|
|
$
|
31,259
|
|
|
2021
|
|
38,554
|
|
|
|
2022
|
|
106,933
|
|
|
|
2023
|
|
71,238
|
|
|
|
2024
|
|
48,318
|
|
|
|
Thereafter
|
|
161,620
|
|
|
|
|
|
$
|
457,922
|
|
(1)
|
(1)
|
This figure is does not include $(0.2) million premiums and (discounts), net, and $3.9 million of deferred financing costs, which are reflected in mortgage notes payable on the consolidated balance sheet.
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||
Aggregate Cost
|
|
Aggregate Notional Amount
|
|
Aggregate Fair Value
|
|
Aggregate Notional Amount
|
|
Aggregate Fair Value
|
||||||||||
$
|
1,596
|
|
(1)
|
$
|
166,728
|
|
|
$
|
250
|
|
|
$
|
134,678
|
|
|
$
|
622
|
|
(1)
|
We have entered into various interest rate cap agreements on new variable rate debt with LIBOR caps ranging from 2.50% to 3.25%.
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
Aggregate Notional Amount
|
|
Aggregate Fair Value Asset
|
|
Aggregate Fair Value Liability
|
|
Aggregate Notional Amount
|
|
Aggregate Fair Value Asset
|
|
Aggregate Fair Value Liability
|
||||||||||||
$
|
45,777
|
|
|
$
|
—
|
|
|
$
|
(1,173
|
)
|
|
$
|
24,732
|
|
|
$
|
451
|
|
|
$
|
(396
|
)
|
|
|
Amount of (Loss) Gain, net recognized in Comprehensive Income
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Derivatives in cash flow hedging relationships
|
|
|
|
|
|
|
||||||
Interest rate caps
|
|
$
|
(749
|
)
|
|
$
|
77
|
|
|
$
|
(239
|
)
|
Interest rate swaps
|
|
(1,229
|
)
|
|
(260
|
)
|
|
274
|
|
|||
Total
|
|
$
|
(1,978
|
)
|
|
$
|
(183
|
)
|
|
$
|
35
|
|
|
|
|
|
Asset (Liability) Derivatives Fair Value at
|
||||||
Derivatives Designated as Hedging Instruments
|
|
Balance Sheet Location
|
|
December 31, 2019
|
|
|
December 31, 2018
|
|
||
Interest rate caps
|
|
Other assets
|
|
$
|
250
|
|
|
$
|
552
|
|
Interest rate swaps
|
|
Other assets
|
|
—
|
|
|
451
|
|
||
Interest rate swaps
|
|
Other liabilities
|
|
(1,173
|
)
|
|
(396
|
)
|
||
|
|
|
|
|
|
|
||||
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
|
||||
Interest rate caps
|
|
Other assets
|
|
$
|
—
|
|
|
70
|
|
|
|
|
|
|
|
|
|
||||
Total derivative (liabilities) assets
|
|
|
|
$
|
(923
|
)
|
|
$
|
677
|
|
Year
|
|
Future Lease Payments Due Under Operating Leases
|
||
2020
|
|
466
|
|
|
2021
|
|
477
|
|
|
2022
|
|
489
|
|
|
2023
|
|
492
|
|
|
2024
|
|
493
|
|
|
Thereafter
|
|
7,799
|
|
|
Total anticipated lease payments
|
|
$
|
10,216
|
|
Less: amount representing interest
|
|
(4,369
|
)
|
|
Present value of lease payments
|
|
$
|
5,847
|
|
For the year ended December 31,
|
|
Minimum Rental Payments Due
|
||
2019
|
|
465
|
|
|
2020
|
|
466
|
|
|
2021
|
|
392
|
|
|
2022
|
|
319
|
|
|
2023
|
|
322
|
|
|
Thereafter
|
|
3,914
|
|
|
Total
|
|
$
|
5,878
|
|
|
|
For the year ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Common Stock and Non-controlling OP Units
|
|
$
|
1.500
|
|
|
$
|
1.500
|
|
|
$
|
1.500
|
|
Senior Common Stock
|
|
1.0500
|
|
|
1.0500
|
|
|
1.0500
|
|
|||
Series A Preferred Stock
|
|
1.6038191
|
|
(1)
|
1.9374996
|
|
|
1.9374996
|
|
|||
Series B Preferred Stock
|
|
1.5521
|
|
(1)
|
1.8750
|
|
|
1.8750
|
|
|||
Series D Preferred Stock
|
|
1.7500
|
|
|
1.7500
|
|
|
1.7500
|
|
|||
Series E Preferred Stock
|
|
0.4049
|
|
(2)
|
—
|
|
|
—
|
|
(1)
|
We fully redeemed our Series A and B Preferred Stock on October 28, 2019, and paid all outstanding shareholders a prorated dividend for the month of October.
|
(2)
|
We issued our new Series E Preferred Stock on October 4, 2019, paying a prorated dividend for the month of October and full dividends for November and December.
|
|
|
Ordinary Income
|
|
Return of Capital
|
|
Long-Term Capital Gains
|
|||
Common Stock and OP Units
|
|
|
|
|
|
|
|||
For the year ended December 31, 2017
|
|
39.63189
|
%
|
|
60.36811
|
%
|
|
—
|
%
|
For the year ended December 31, 2018
|
|
24.46913
|
%
|
|
75.53087
|
%
|
|
—
|
%
|
For the year ended December 31, 2019
|
|
44.46159
|
%
|
|
55.53841
|
%
|
|
—
|
%
|
Senior Common Stock
|
|
|
|
|
|
|
|||
For the year ended December 31, 2017
|
|
100.00000
|
%
|
|
—
|
%
|
|
—
|
%
|
For the year ended December 31, 2018
|
|
100.00000
|
%
|
|
—
|
%
|
|
—
|
%
|
For the year ended December 31, 2019
|
|
100.00000
|
%
|
|
—
|
%
|
|
—
|
%
|
Series A Preferred Stock
|
|
|
|
|
|
|
|||
For the year ended December 31, 2017
|
|
100.00000
|
%
|
|
—
|
%
|
|
—
|
%
|
For the year ended December 31, 2018
|
|
100.00000
|
%
|
|
—
|
%
|
|
—
|
%
|
For the year ended December 31, 2019
|
|
100.00000
|
%
|
|
—
|
%
|
|
—
|
%
|
Series B Preferred Stock
|
|
|
|
|
|
|
|||
For the year ended December 31, 2017
|
|
100.00000
|
%
|
|
—
|
%
|
|
—
|
%
|
For the year ended December 31, 2018
|
|
100.00000
|
%
|
|
—
|
%
|
|
—
|
%
|
For the year ended December 31, 2019
|
|
100.00000
|
%
|
|
—
|
%
|
|
—
|
%
|
Series D Preferred Stock
|
|
|
|
|
|
|
|||
For the year ended December 31, 2017
|
|
100.00000
|
%
|
|
—
|
%
|
|
—
|
%
|
For the year ended December 31, 2018
|
|
100.00000
|
%
|
|
—
|
%
|
|
—
|
%
|
For the year ended December 31, 2019
|
|
100.00000
|
%
|
|
—
|
%
|
|
—
|
%
|
Series E Preferred Stock
|
|
|
|
|
|
|
|||
For the year ended December 31, 2017
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
For the year ended December 31, 2018
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
For the year ended December 31, 2019
|
|
100.00000
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
Quarter ended
|
||||||||||||||
|
|
December 31, 2019
|
|
September 30, 2019
|
|
June 30, 2019
|
|
March 31, 2019
|
||||||||
Operating revenues
|
|
$
|
29,386
|
|
|
$
|
28,667
|
|
|
$
|
28,197
|
|
|
$
|
28,137
|
|
Operating expenses
|
|
(22,462
|
)
|
|
(19,445
|
)
|
|
(19,058
|
)
|
|
(19,266
|
)
|
||||
Other expense, net
|
|
(6,452
|
)
|
|
(7,031
|
)
|
|
(6,934
|
)
|
|
(4,198
|
)
|
||||
Net income
|
|
472
|
|
|
2,191
|
|
|
2,205
|
|
|
4,673
|
|
||||
Net loss (income) attributable (available) to OP Units held by Non-controlling OP Unitholders
|
|
100
|
|
|
16
|
|
|
16
|
|
|
(45
|
)
|
||||
Dividends attributable to preferred and senior common stock (1)
|
|
(5,877
|
)
|
|
(2,838
|
)
|
|
(2,837
|
)
|
|
(2,836
|
)
|
||||
Net (loss) income (attributable) available to common stockholders
|
|
(5,305
|
)
|
|
(631
|
)
|
|
(616
|
)
|
|
1,792
|
|
||||
Net (loss) income (attributable) available to common stockholders per share - basic & diluted
|
|
$
|
(0.18
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.06
|
|
Other Comprehensive income (loss)
|
|
$
|
356
|
|
|
$
|
(624
|
)
|
|
$
|
(988
|
)
|
|
$
|
(722
|
)
|
|
|
Quarter ended
|
||||||||||||||
|
|
December 31, 2018
|
|
September 30, 2018
|
|
June 30, 2018
|
|
March 31, 2018
|
||||||||
Operating revenues
|
|
$
|
27,261
|
|
|
$
|
26,591
|
|
|
$
|
26,593
|
|
|
$
|
26,353
|
|
Operating expenses
|
|
(18,771
|
)
|
|
(17,422
|
)
|
|
(17,542
|
)
|
|
(17,402
|
)
|
||||
Other expense, net
|
|
(5,973
|
)
|
|
(6,492
|
)
|
|
(6,526
|
)
|
|
(4,346
|
)
|
||||
Net income
|
|
2,517
|
|
|
2,677
|
|
|
2,525
|
|
|
4,605
|
|
||||
Net income available to OP Units held by Non-controlling OP Unitholders
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Dividends attributable to preferred and senior common stock
|
|
(2,844
|
)
|
|
(2,847
|
)
|
|
(2,842
|
)
|
|
(2,814
|
)
|
||||
Net (loss) income (attributable) available to common stockholders
|
|
$
|
(331
|
)
|
|
$
|
(170
|
)
|
|
$
|
(317
|
)
|
|
$
|
1,791
|
|
Net (loss) income (attributable) available to common stockholders - basic & diluted
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.06
|
|
Other Comprehensive (loss) income
|
|
$
|
(1,212
|
)
|
|
$
|
245
|
|
|
$
|
289
|
|
|
$
|
495
|
|
(1)
|
Includes $2.7 million of Series A and B Preferred Stock offering costs written off as a result of their redemption.
|
Record Date
|
|
Payment Date
|
|
Common Stock and Non-controlling OP Unit Distributions per Share
|
|
Series D Preferred Distributions per Share
|
|
Series E Preferred Distributions per Share
|
||||||
January 24, 2020
|
|
January 31, 2020
|
|
$
|
0.12515
|
|
|
$
|
0.1458333
|
|
|
$
|
0.1380210
|
|
February 19, 2020
|
|
February 28, 2020
|
|
0.12515
|
|
|
0.1458333
|
|
|
0.1380210
|
|
|||
March 20, 2020
|
|
March 31, 2020
|
|
0.12515
|
|
|
0.1458333
|
|
|
0.1380210
|
|
|||
|
|
|
|
$
|
0.37545
|
|
|
$
|
0.4374999
|
|
|
$
|
0.4140630
|
|
Senior Common Stock Distributions
|
||||||
Payable to the Holders of Record During the Month of:
|
|
Payment Date
|
|
Distribution per Share
|
||
January
|
|
February 7, 2020
|
|
$
|
0.0875
|
|
February
|
|
March 6, 2020
|
|
0.0875
|
|
|
March
|
|
April 7, 2020
|
|
0.0875
|
|
|
|
|
|
|
$
|
0.2625
|
|
|
|
Initial Cost
|
|
Total Cost
|
|
|
|
|
|||||||||||||||||||||
Location of Property
|
Encumbrances
|
Land
|
Buildings &
Improvements |
Improvement
Costs Capitalized Subsequent to Acquisition |
Land
|
Buildings &
Improvements |
Total
(1) |
Accumulated
Depreciation (2) |
Net Real
Estate (4) |
Year
Construction/ Improvements |
Date
Acquired |
||||||||||||||||||
Raleigh, North Carolina (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
$
|
—
|
|
$
|
960
|
|
$
|
4,481
|
|
$
|
35
|
|
$
|
960
|
|
$
|
4,516
|
|
$
|
5,476
|
|
$
|
2,304
|
|
$
|
3,172
|
|
1997
|
12/23/2003
|
Canton, Ohio
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
1,469
|
|
186
|
|
3,083
|
|
500
|
|
187
|
|
3,582
|
|
3,769
|
|
1,553
|
|
2,216
|
|
1994
|
1/30/2004
|
|||||||||
Akron, Ohio (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
—
|
|
1,973
|
|
6,771
|
|
2,793
|
|
1,974
|
|
9,563
|
|
11,537
|
|
3,287
|
|
8,250
|
|
1968/1999
|
4/29/2004
|
|||||||||
Charlotte, North Carolina
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
—
|
|
740
|
|
8,423
|
|
(1,752
|
)
|
510
|
|
6,901
|
|
7,411
|
|
3,417
|
|
3,994
|
|
1984/1995
|
6/30/2004
|
|||||||||
Canton, North Carolina
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
3,225
|
|
150
|
|
5,050
|
|
7,285
|
|
150
|
|
12,335
|
|
12,485
|
|
2,982
|
|
9,503
|
|
1998/2014
|
7/6/2004
|
|||||||||
Crenshaw, Pennsylvania (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
—
|
|
100
|
|
6,574
|
|
269
|
|
100
|
|
6,843
|
|
6,943
|
|
2,727
|
|
4,216
|
|
1991
|
8/5/2004
|
|||||||||
Lexington, North Carolina (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
—
|
|
820
|
|
2,107
|
|
69
|
|
820
|
|
2,176
|
|
2,996
|
|
899
|
|
2,097
|
|
1986
|
8/5/2004
|
|||||||||
Austin, Texas (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
—
|
|
1,000
|
|
6,296
|
|
954
|
|
1,000
|
|
7,250
|
|
8,250
|
|
2,661
|
|
5,589
|
|
2001
|
9/16/2004
|
|||||||||
Mt. Pocono, Pennsylvania (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
—
|
|
350
|
|
5,819
|
|
18
|
|
350
|
|
5,837
|
|
6,187
|
|
2,311
|
|
3,876
|
|
1995/1999
|
10/15/2004
|
|||||||||
San Antonio, Texas (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
—
|
|
843
|
|
7,514
|
|
2,240
|
|
843
|
|
9,754
|
|
10,597
|
|
3,614
|
|
6,983
|
|
1999
|
2/10/2005
|
|||||||||
Big Flats, New York
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
2,119
|
|
275
|
|
6,459
|
|
34
|
|
275
|
|
6,493
|
|
6,768
|
|
2,456
|
|
4,312
|
|
2001
|
4/15/2005
|
|||||||||
Wichita, Kansas (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
—
|
|
1,525
|
|
9,703
|
|
327
|
|
1,525
|
|
10,030
|
|
11,555
|
|
3,826
|
|
7,729
|
|
2000
|
5/18/2005
|
|||||||||
Eatontown, New Jersey
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
2,662
|
|
1,351
|
|
3,520
|
|
534
|
|
1,351
|
|
4,054
|
|
5,405
|
|
1,585
|
|
3,820
|
|
1991
|
7/7/2005
|
|||||||||
Duncan, South Carolina
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
8,637
|
|
783
|
|
10,790
|
|
1,889
|
|
783
|
|
12,679
|
|
13,462
|
|
4,588
|
|
8,874
|
|
1984/2001/2007
|
7/14/2005
|
|||||||||
Duncan, South Carolina
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
2,147
|
|
195
|
|
2,682
|
|
470
|
|
195
|
|
3,152
|
|
3,347
|
|
1,140
|
|
2,207
|
|
1984/2001/2007
|
7/14/2005
|
|||||||||
Clintonville, Wisconsin (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
—
|
|
55
|
|
4,717
|
|
3,250
|
|
55
|
|
7,967
|
|
8,022
|
|
2,440
|
|
5,582
|
|
1992/2013
|
10/31/2005
|
|||||||||
Maple Heights, Ohio
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
4,000
|
|
1,609
|
|
10,065
|
|
3,079
|
|
1,609
|
|
13,144
|
|
14,753
|
|
5,235
|
|
9,518
|
|
1974
|
12/21/2005
|
|||||||||
Richmond, Virginia (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
—
|
|
736
|
|
5,336
|
|
457
|
|
736
|
|
5,793
|
|
6,529
|
|
2,022
|
|
4,507
|
|
1972
|
12/30/2005
|
|||||||||
Champaign, Illinois (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
—
|
|
687
|
|
2,036
|
|
(41
|
)
|
687
|
|
1,995
|
|
2,682
|
|
709
|
|
1,973
|
|
1996
|
2/21/2006
|
|||||||||
Champaign, Illinois (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
—
|
|
1,347
|
|
3,992
|
|
565
|
|
1,347
|
|
4,557
|
|
5,904
|
|
1,509
|
|
4,395
|
|
1996
|
2/21/2006
|
|||||||||
Champaign, Illinois (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
—
|
|
842
|
|
2,495
|
|
353
|
|
842
|
|
2,848
|
|
3,690
|
|
943
|
|
2,747
|
|
1996
|
2/21/2006
|
|||||||||
Champaign, Illinois (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
—
|
|
770
|
|
2,281
|
|
323
|
|
770
|
|
2,604
|
|
3,374
|
|
863
|
|
2,511
|
|
1996
|
2/21/2006
|
|||||||||
Burnsville, Minnesota
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
8,052
|
|
3,511
|
|
8,746
|
|
7,071
|
|
3,511
|
|
15,817
|
|
19,328
|
|
5,847
|
|
13,481
|
|
1984
|
5/10/2006
|
|||||||||
Menomonee Falls, Wisconsin (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
—
|
|
625
|
|
6,911
|
|
686
|
|
625
|
|
7,597
|
|
8,222
|
|
2,665
|
|
5,557
|
|
1986/2000
|
6/30/2006
|
|||||||||
Baytown, Texas (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Medical Office Building
|
—
|
|
221
|
|
2,443
|
|
2,478
|
|
221
|
|
4,921
|
|
5,142
|
|
1,610
|
|
3,532
|
|
1997
|
7/11/2006
|
|||||||||
Mason, Ohio
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
3,689
|
|
797
|
|
6,258
|
|
547
|
|
797
|
|
6,805
|
|
7,602
|
|
2,586
|
|
5,016
|
|
2002
|
1/5/2007
|
|||||||||
Raleigh, North Carolina (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost
|
|
Total Cost
|
|
|
|
|
|||||||||||||||||||||
Location of Property
|
Encumbrances
|
Land
|
Buildings &
Improvements |
Improvement
Costs Capitalized Subsequent to Acquisition |
Land
|
Buildings &
Improvements |
Total
(1) |
Accumulated
Depreciation (2) |
Net Real
Estate (4) |
Year
Construction/ Improvements |
Date
Acquired |
||||||||||||||||||
Industrial Building
|
—
|
|
1,606
|
|
5,513
|
|
3,749
|
|
1,606
|
|
9,262
|
|
10,868
|
|
3,103
|
|
7,765
|
|
1994
|
2/16/2007
|
|||||||||
Tulsa, Oklahoma
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
—
|
|
—
|
|
14,057
|
|
534
|
|
—
|
|
14,591
|
|
14,591
|
|
5,428
|
|
9,163
|
|
2004
|
3/1/2007
|
|||||||||
Hialeah, Florida (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
—
|
|
3,562
|
|
6,672
|
|
769
|
|
3,562
|
|
7,441
|
|
11,003
|
|
2,485
|
|
8,518
|
|
1956/1992
|
3/9/2007
|
|||||||||
Mason, Ohio (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Retail Building
|
—
|
|
1,201
|
|
4,961
|
|
—
|
|
1,201
|
|
4,961
|
|
6,162
|
|
1,619
|
|
4,543
|
|
2007
|
7/1/2007
|
|||||||||
Cicero, New York
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
3,263
|
|
299
|
|
5,019
|
|
—
|
|
299
|
|
5,019
|
|
5,318
|
|
1,586
|
|
3,732
|
|
2005
|
9/6/2007
|
|||||||||
Grand Rapids, Michigan
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
5,063
|
|
1,629
|
|
10,500
|
|
308
|
|
1,629
|
|
10,808
|
|
12,437
|
|
3,517
|
|
8,920
|
|
2001
|
9/28/2007
|
|||||||||
Bolingbrook, Illinois (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
—
|
|
1,272
|
|
5,003
|
|
856
|
|
1,272
|
|
5,859
|
|
7,131
|
|
2,049
|
|
5,082
|
|
2002
|
9/28/2007
|
|||||||||
Decatur, Georgia (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Medical Office Building
|
—
|
|
783
|
|
3,241
|
|
—
|
|
783
|
|
3,241
|
|
4,024
|
|
1,053
|
|
2,971
|
|
1989
|
12/13/2007
|
|||||||||
Decatur, Georgia (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Medical Office Building
|
—
|
|
205
|
|
847
|
|
—
|
|
205
|
|
847
|
|
1,052
|
|
275
|
|
777
|
|
1989
|
12/13/2007
|
|||||||||
Decatur, Georgia (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Medical Office Building
|
—
|
|
257
|
|
1,062
|
|
—
|
|
257
|
|
1,062
|
|
1,319
|
|
345
|
|
974
|
|
1989
|
12/13/2007
|
|||||||||
Lawrenceville, Georgia (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Medical Office Building
|
—
|
|
678
|
|
2,807
|
|
—
|
|
678
|
|
2,807
|
|
3,485
|
|
912
|
|
2,573
|
|
2005
|
12/13/2007
|
|||||||||
Snellville, Georgia (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Medical Office Building
|
—
|
|
176
|
|
727
|
|
—
|
|
176
|
|
727
|
|
903
|
|
236
|
|
667
|
|
1986
|
12/13/2007
|
|||||||||
Covington, Georgia (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Medical Office Building
|
—
|
|
232
|
|
959
|
|
—
|
|
232
|
|
959
|
|
1,191
|
|
312
|
|
879
|
|
2000
|
12/13/2007
|
|||||||||
Conyers, Georgia (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Medical Office Building
|
—
|
|
296
|
|
1,228
|
|
—
|
|
296
|
|
1,228
|
|
1,524
|
|
399
|
|
1,125
|
|
1994
|
12/13/2007
|
|||||||||
Cumming, Georgia
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Medical Office Building
|
2,730
|
|
738
|
|
3,055
|
|
2,524
|
|
741
|
|
5,576
|
|
6,317
|
|
1,474
|
|
4,843
|
|
2004
|
12/13/2007
|
|||||||||
Reading, Pennsylvania
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
3,458
|
|
491
|
|
6,202
|
|
—
|
|
491
|
|
6,202
|
|
6,693
|
|
1,902
|
|
4,791
|
|
2007
|
1/29/2008
|
|||||||||
Fridley, Minnesota
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
4,523
|
|
1,354
|
|
8,074
|
|
501
|
|
1,383
|
|
8,546
|
|
9,929
|
|
3,082
|
|
6,847
|
|
1985/2006
|
2/26/2008
|
|||||||||
Pineville, North Carolina
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
2,010
|
|
669
|
|
3,028
|
|
293
|
|
669
|
|
3,321
|
|
3,990
|
|
988
|
|
3,002
|
|
1985
|
4/30/2008
|
|||||||||
Marietta, Ohio
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
4,906
|
|
829
|
|
6,607
|
|
529
|
|
829
|
|
7,136
|
|
7,965
|
|
2,059
|
|
5,906
|
|
1992/2007
|
8/29/2008
|
|||||||||
Chalfont, Pennsylvania
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
4,420
|
|
1,249
|
|
6,420
|
|
362
|
|
1,249
|
|
6,782
|
|
8,031
|
|
2,186
|
|
5,845
|
|
1987
|
8/29/2008
|
|||||||||
Orange City, Iowa
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
6,068
|
|
258
|
|
5,861
|
|
6
|
|
258
|
|
5,867
|
|
6,125
|
|
1,660
|
|
4,465
|
|
1990
|
12/15/2010
|
|||||||||
Hickory, North Carolina
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
5,915
|
|
1,163
|
|
6,605
|
|
357
|
|
1,163
|
|
6,962
|
|
8,125
|
|
2,628
|
|
5,497
|
|
2008
|
4/4/2011
|
|||||||||
Springfield, Missouri (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
—
|
|
1,700
|
|
12,038
|
|
532
|
|
1,845
|
|
12,425
|
|
14,270
|
|
3,137
|
|
11,133
|
|
2006
|
6/20/2011
|
|||||||||
Boston Heights, Ohio
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
2,337
|
|
449
|
|
3,010
|
|
11
|
|
449
|
|
3,021
|
|
3,470
|
|
1,100
|
|
2,370
|
|
2011
|
10/20/2011
|
|||||||||
Parsippany, New Jersey
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
5,967
|
|
1,696
|
|
7,077
|
|
252
|
|
1,696
|
|
7,329
|
|
9,025
|
|
2,217
|
|
6,808
|
|
1984
|
10/28/2011
|
|||||||||
Dartmouth, Massachusetts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Retail Location
|
3,450
|
|
—
|
|
4,236
|
|
—
|
|
—
|
|
4,236
|
|
4,236
|
|
960
|
|
3,276
|
|
2011
|
11/18/2011
|
|||||||||
Springfield, Missouri
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Retail Location
|
1,343
|
|
—
|
|
2,275
|
|
—
|
|
—
|
|
2,275
|
|
2,275
|
|
662
|
|
1,613
|
|
2005
|
12/13/2011
|
|||||||||
Pittsburgh, Pennsylvania
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
2,410
|
|
281
|
|
3,205
|
|
743
|
|
281
|
|
3,948
|
|
4,229
|
|
1,100
|
|
3,129
|
|
1968
|
12/28/2011
|
|||||||||
Ashburn, Virginia
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
6,272
|
|
706
|
|
7,858
|
|
—
|
|
705
|
|
7,859
|
|
8,564
|
|
2,059
|
|
6,505
|
|
2002
|
1/25/2012
|
|||||||||
Ottumwa, Iowa
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
3,042
|
|
212
|
|
5,072
|
|
310
|
|
212
|
|
5,382
|
|
5,594
|
|
1,360
|
|
4,234
|
|
1970
|
5/30/2012
|
|||||||||
New Albany, Ohio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost
|
|
Total Cost
|
|
|
|
|
|||||||||||||||||||||
Location of Property
|
Encumbrances
|
Land
|
Buildings &
Improvements |
Improvement
Costs Capitalized Subsequent to Acquisition |
Land
|
Buildings &
Improvements |
Total
(1) |
Accumulated
Depreciation (2) |
Net Real
Estate (4) |
Year
Construction/ Improvements |
Date
Acquired |
||||||||||||||||||
Office Building
|
9,112
|
|
3,008
|
|
10,659
|
|
435
|
|
3,008
|
|
11,094
|
|
14,102
|
|
2,108
|
|
11,994
|
|
1997
|
5/26/2016
|
|||||||||
Fort Lauderdale, Florida
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
13,026
|
|
4,117
|
|
15,516
|
|
2,932
|
|
4,117
|
|
18,448
|
|
22,565
|
|
2,735
|
|
19,830
|
|
1984
|
9/12/2016
|
|||||||||
King of Prussia, Pennsylvania
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
14,612
|
|
3,681
|
|
15,739
|
|
—
|
|
3,681
|
|
15,739
|
|
19,420
|
|
2,182
|
|
17,238
|
|
2001
|
12/14/2016
|
|||||||||
Conshohocken, Pennsylvania
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
10,437
|
|
1,996
|
|
10,880
|
|
—
|
|
1,996
|
|
10,880
|
|
12,876
|
|
1,097
|
|
11,779
|
|
1996
|
6/22/2017
|
|||||||||
Philadelphia, Pennsylvania
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
14,924
|
|
5,896
|
|
16,282
|
|
10
|
|
5,906
|
|
16,282
|
|
22,188
|
|
1,903
|
|
20,285
|
|
1994/2011
|
7/7/2017
|
|||||||||
Maitland, Florida
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
15,789
|
|
3,073
|
|
19,661
|
|
431
|
|
3,091
|
|
20,074
|
|
23,165
|
|
2,615
|
|
20,550
|
|
1998
|
7/31/2017
|
|||||||||
Maitland, Florida
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
7,916
|
|
2,095
|
|
9,339
|
|
—
|
|
2,095
|
|
9,339
|
|
11,434
|
|
940
|
|
10,494
|
|
1999
|
7/31/2017
|
|||||||||
Columbus, Ohio
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
9,114
|
|
1,926
|
|
11,410
|
|
(1
|
)
|
1,925
|
|
11,410
|
|
13,335
|
|
1,235
|
|
12,100
|
|
2007
|
12/1/2017
|
|||||||||
Salt Lake City, Utah (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
—
|
|
4,446
|
|
9,938
|
|
771
|
|
4,446
|
|
10,709
|
|
15,155
|
|
1,021
|
|
14,134
|
|
2007
|
12/1/2017
|
|||||||||
Vance, Alabama (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
—
|
|
459
|
|
12,224
|
|
36
|
|
469
|
|
12,250
|
|
12,719
|
|
811
|
|
11,908
|
|
2018
|
3/9/2018
|
|||||||||
Columbus, Ohio
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
4,634
|
|
681
|
|
6,401
|
|
—
|
|
681
|
|
6,401
|
|
7,082
|
|
424
|
|
6,658
|
|
1990
|
9/20/2018
|
|||||||||
Detroit, Michigan
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
6,660
|
|
1,458
|
|
10,092
|
|
10
|
|
1,468
|
|
10,092
|
|
11,560
|
|
428
|
|
11,132
|
|
1997
|
10/30/2018
|
|||||||||
Detroit, Michigan (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
—
|
|
662
|
|
6,681
|
|
10
|
|
672
|
|
6,681
|
|
7,353
|
|
288
|
|
7,065
|
|
2002/2016
|
10/30/2018
|
|||||||||
Lake Mary, Florida
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Building
|
10,502
|
|
3,018
|
|
11,756
|
|
2
|
|
3,020
|
|
11,756
|
|
14,776
|
|
514
|
|
14,262
|
|
1997/2018
|
12/27/2018
|
|||||||||
Moorestown, New Jersey (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
—
|
|
471
|
|
1,825
|
|
—
|
|
471
|
|
1,825
|
|
2,296
|
|
101
|
|
2,195
|
|
1991
|
2/8/2019
|
|||||||||
Indianapolis, Indiana (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
—
|
|
255
|
|
2,809
|
|
—
|
|
255
|
|
2,809
|
|
3,064
|
|
92
|
|
2,972
|
|
1989/2019
|
2/28/2019
|
|||||||||
Ocala, Florida (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
—
|
|
1,286
|
|
8,535
|
|
—
|
|
1,286
|
|
8,535
|
|
9,821
|
|
214
|
|
9,607
|
|
2001
|
4/5/2019
|
|||||||||
Ocala, Florida (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
—
|
|
725
|
|
4,814
|
|
—
|
|
725
|
|
4,814
|
|
5,539
|
|
121
|
|
5,418
|
|
1965/2007
|
4/5/2019
|
|||||||||
Delaware, Ohio (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
—
|
|
316
|
|
2,355
|
|
—
|
|
316
|
|
2,355
|
|
2,671
|
|
66
|
|
2,605
|
|
2005
|
4/30/2019
|
|||||||||
Tifton, Georgia
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
8,753
|
|
—
|
|
15,190
|
|
—
|
|
—
|
|
15,190
|
|
15,190
|
|
274
|
|
14,916
|
|
1995/2003
|
6/18/2019
|
|||||||||
Denton, Texas (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
—
|
|
1,497
|
|
4,151
|
|
—
|
|
1,496
|
|
4,152
|
|
5,648
|
|
78
|
|
5,570
|
|
2012
|
7/30/2019
|
|||||||||
Temple, Texas (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
—
|
|
200
|
|
4,335
|
|
65
|
|
200
|
|
4,400
|
|
4,600
|
|
47
|
|
4,553
|
|
1973/2006
|
9/26/2019
|
|||||||||
Temple, Texas (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
—
|
|
296
|
|
6,425
|
|
98
|
|
296
|
|
6,523
|
|
6,819
|
|
70
|
|
6,749
|
|
1978/2006
|
9/26/2019
|
|||||||||
Indianapolis, Indiana (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
—
|
|
1,158
|
|
5,162
|
|
—
|
|
1,158
|
|
5,162
|
|
6,320
|
|
41
|
|
6,279
|
|
1967/1998
|
11/14/2019
|
|||||||||
Jackson, Tennessee
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
4,770
|
|
311
|
|
7,199
|
|
—
|
|
311
|
|
7,199
|
|
7,510
|
|
10
|
|
7,500
|
|
2019
|
12/16/2019
|
|||||||||
Carrollton, Georgia
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
4,240
|
|
291
|
|
6,720
|
|
—
|
|
292
|
|
6,719
|
|
7,011
|
|
9
|
|
7,002
|
|
2015/2019
|
12/17/2019
|
|||||||||
New Orleans, Louisiana
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
3,800
|
|
2,168
|
|
4,667
|
|
—
|
|
2,168
|
|
4,667
|
|
6,835
|
|
10
|
|
6,825
|
|
1975
|
12/17/2019
|
|||||||||
San Antonio, Texas
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
3,900
|
|
775
|
|
6,877
|
|
—
|
|
775
|
|
6,877
|
|
7,652
|
|
10
|
|
7,642
|
|
1985
|
12/17/2019
|
|||||||||
Port Allen, Louisiana
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
2,890
|
|
292
|
|
3,411
|
|
—
|
|
293
|
|
3,410
|
|
3,703
|
|
6
|
|
3,697
|
|
1983/2005
|
12/17/2019
|
|||||||||
Albuquerque, New Mexico
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
1,870
|
|
673
|
|
2,291
|
|
—
|
|
674
|
|
2,290
|
|
2,964
|
|
4
|
|
2,960
|
|
1998/2017
|
12/17/2019
|
|||||||||
Tucson, Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost
|
|
Total Cost
|
|
|
|
|
|||||||||||||||||||||
Location of Property
|
Encumbrances
|
Land
|
Buildings &
Improvements |
Improvement
Costs Capitalized Subsequent to Acquisition |
Land
|
Buildings &
Improvements |
Total
(1) |
Accumulated
Depreciation (2) |
Net Real
Estate (4) |
Year
Construction/ Improvements |
Date
Acquired |
||||||||||||||||||
Industrial Building
|
3,500
|
|
819
|
|
4,636
|
|
—
|
|
819
|
|
4,636
|
|
5,455
|
|
7
|
|
5,448
|
|
1987/1995/2005
|
12/17/2019
|
|||||||||
Albuquerque, New Mexico
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Industrial Building
|
3,540
|
|
818
|
|
5,219
|
|
—
|
|
819
|
|
5,218
|
|
6,037
|
|
8
|
|
6,029
|
|
2000/2018
|
12/17/2019
|
|||||||||
|
$
|
457,922
|
|
$
|
138,037
|
|
$
|
859,268
|
|
$
|
67,084
|
|
$
|
138,042
|
|
$
|
926,347
|
|
$
|
1,064,389
|
|
$
|
210,944
|
|
$
|
853,445
|
|
|
|
(1)
|
The aggregate cost for land and building improvements for federal income tax purposes is the same as the total gross cost of land, building improvements and acquisition costs capitalized for asset acquisitions under ASC 360, which is $1,064.4 million.
|
(2)
|
Depreciable life of all buildings is the shorter of the useful life of the asset or 39 years. Depreciable life of all improvements is the shorter of the useful life of the assets or the life of the respective leases on each building, which range from 5-20 years.
|
(3)
|
These properties are in our unencumbered pool of assets on our Credit Facility.
|
(4)
|
The net real estate figure includes real estate held for sale as of December 31, 2019 of $4.0 million.
|
|
|
2019
|
|
2018
|
|
2017
|
|
||||||
Balance at beginning of period
|
|
$
|
949,822
|
|
|
$
|
906,850
|
|
|
$
|
833,203
|
|
|
Additions:
|
|
|
|
|
|
|
|
||||||
Acquisitions during period
|
|
108,972
|
|
|
53,432
|
|
|
100,103
|
|
|
|||
Improvements
|
|
10,580
|
|
|
4,824
|
|
|
10,473
|
|
|
|||
Deductions:
|
|
|
|
|
|
|
|
||||||
Dispositions during period
|
|
(3,172
|
)
|
|
(15,284
|
)
|
|
(30,094
|
)
|
|
|||
Impairments during period
|
|
(1,813
|
)
|
|
—
|
|
|
(6,835
|
)
|
|
|||
Balance at end of period
|
|
$
|
1,064,389
|
|
(1)
|
$
|
949,822
|
|
(2)
|
$
|
906,850
|
|
(3)
|
(1)
|
The real estate figure includes $7.4 million of real estate held for sale as of December 31, 2019.
|
(2)
|
The real estate figure includes $3.2 million of real estate held for sale as of December 31, 2018.
|
(3)
|
The real estate figure includes $13.0 million of real estate held for sale as of December 31, 2017.
|
|
|
2019
|
|
2018
|
|
2017
|
|
||||||
Balance at beginning of period
|
|
$
|
178,475
|
|
|
$
|
153,387
|
|
|
$
|
134,329
|
|
|
Additions during period
|
|
32,838
|
|
|
29,915
|
|
|
26,927
|
|
|
|||
Dispositions during period
|
|
(369
|
)
|
|
(4,827
|
)
|
|
(7,869
|
)
|
|
|||
Balance at end of period
|
|
$
|
210,944
|
|
(1)
|
$
|
178,475
|
|
(2)
|
$
|
153,387
|
|
(3)
|
(1)
|
The accumulated depreciation figure includes $3.4 million of real estate held for sale as of December 31, 2019.
|
(2)
|
The accumulated depreciation figure includes $0.2 million of real estate held for sale as of December 31, 2018.
|
(3)
|
The accumulated depreciation figure includes $4.0 million real estate held for sale as of December 31, 2017.
|
a.
|
DOCUMENTS FILED AS PART OF THIS REPORT
|
1
|
The following financial statements are filed herewith:
|
2
|
Financial statement schedules
|
3
|
Exhibits
|
Exhibit Number
|
Exhibit Description
|
3.1
|
|
3.2
|
|
3.3
|
3.4
|
|
3.5
|
|
3.6
|
|
3.7
|
|
3.8
|
|
4.1
|
|
4.2
|
|
4.3
|
|
4.4
|
|
4.5
|
|
4.6
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
10.5
|
|
10.6
|
|
10.7
|
10.8
|
|
10.9
|
|
10.10
|
|
10.11
|
|
10.12
|
|
10.13
|
|
10.14
|
|
21
|
|
23
|
|
31.1
|
|
31.2
|
|
32.1
|
|
32.2
|
|
100
|
The following materials from the Registrant’s Annual Report on Form 10-K, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of December 31, 2019 and December 31, 2018, (ii) the Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2019, 2018 and 2017, (iii) the Consolidated Statements of Stockholders' Equity for the years ended December 31, 2019, 2018 and 2017, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017 and (v) the Notes to Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gladstone Commercial Corporation
|
||||
Date:
|
|
February 12, 2020
|
|
|
|
By:
|
|
/s/ Michael Sodo
|
|
|
|
|
|
|
|
|
Michael Sodo
|
|
|
|
|
|
|
|
|
Chief Financial Officer
|
Date:
|
|
February 12, 2020
|
|
|
|
By:
|
|
/s/ David Gladstone
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David Gladstone
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Chief Executive Officer and
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Chairman of the Board of Directors
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Date:
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February 12, 2020
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By:
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/s/ David Gladstone
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David Gladstone
Chief Executive Officer and Chairman of the
Board of Directors (principal executive officer)
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Date:
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February 12, 2020
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By:
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/s/ Terry Lee Brubaker
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Terry Lee Brubaker
Vice Chairman, Chief Operating Officer and Director
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Date:
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February 12, 2020
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By:
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/s/ Michael Sodo
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Michael Sodo
Chief Financial Officer
(principal financial and accounting officer)
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Date:
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February 12, 2020
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By:
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/s/ Anthony W. Parker
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Anthony W. Parker
Director
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Date:
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February 12, 2020
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By:
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/s/ Michela A. English
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Michela A. English
Director
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Date:
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February 12, 2020
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By:
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/s/ Paul Adelgren
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Paul Adelgren
Director
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Date:
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February 12, 2020
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By:
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/s/ John Outland
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John Outland
Director
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Date:
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February 12, 2020
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By:
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/s/ Walter H. Wilkinson, Jr.
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Walter H. Wilkinson, Jr.
Director
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Date:
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February 12, 2020
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By:
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/s/ Caren D. Merrick
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Caren D. Merrick
Director
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•
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6,000,000 shares of Series D Preferred Stock; and
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•
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6,760,000 shares of Series E Preferred Stock.
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•
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any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporation’s outstanding voting stock; or
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•
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an affiliate or associate of the corporation who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then-outstanding stock of the corporation.
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•
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80% of the votes entitled to be cast by holders of the then outstanding shares of voting stock; and
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•
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two-thirds of the votes entitled to be cast by holders of the voting stock other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or shares held by an affiliate or associate of the interested stockholder.
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•
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a classified board of directors;
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•
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a two-thirds vote requirement for removing a director;
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•
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a requirement that the number of directors be fixed only by vote of the directors;
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•
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a requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred; and
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•
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a majority requirement for the calling by stockholders of a stockholder-requested special meeting of stockholders.
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•
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pursuant to our notice of the meeting;
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•
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by or at the direction of our board of directors; or
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•
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by a stockholder who was a stockholder of record at the time of the provision of notice, who is entitled to vote at the meeting and who has complied with the advance notice procedures set forth in our bylaws.
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•
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by or at the direction of our board of directors; or
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•
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by a stockholder who was a stockholder of record at the time of the provision of notice, who is entitled to vote at the meeting and who has complied with the advance notice provisions set forth in our bylaws.
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/s/ PricewaterhouseCoopers LLP
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McLean, Virginia
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February 12, 2020
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/s/ David Gladstone
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David Gladstone
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Chief Executive Officer and
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Chairman of the Board of Directors
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/s/ Michael Sodo
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Michael Sodo
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Chief Financial Officer
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/s/ David Gladstone
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David Gladstone
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Chief Executive Officer
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/s/ Michael Sodo
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Michael Sodo
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Chief Financial Officer
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