Exhibit 99.1

Gladstone Commercial Corporation Announces Financial Results for the
Second Quarter Ended June 30, 2005

 

*

Net income available to common stockholders increased to $1.15 million or $0.15 per diluted common share

 

 

 

 

*

Funds from Operations (FFO) increased to $1.85 million or $0.24 per  diluted common share

 

 

 

 

*

Company acquired four properties for a total investment of $28.6 million, and extended one mortgage loan in the amount of $10.0 million

          MCLEAN, Va., Aug. 2 /PRNewswire-FirstCall/ -- Gladstone Commercial Corp. (Nasdaq: GOOD) (the “Company”) today reported financial results for the quarter ended June 30, 2005.  Net income for the quarter ended June 30, 2005 was $1,149,531, or $0.15 per basic and diluted weighted average common share, compared to $132,275 or $0.02 per basic and diluted weighted average common share for the second quarter one year ago.  For the six months ended June 30, 2005 net income was $1,684,715 or $0.22 per basic and diluted share, compared to a net loss for the six months ended June 30, 2004 of $61,029 or a loss of $0.01 per share.

          Funds from Operations (“FFO”) for the quarter ended June 30, 2005 was $1,846,507 or $0.24 per diluted weighted average common share, compared to $259,047 or $0.03 per diluted weighted average common share for the same period one year ago. For the six months ending June 30, 2005 FFO was $2,919,446 or $0.38 per diluted weighted average common share, compared to $145,072 or $0.02 per diluted weighted average common share for the same period one year ago.

          In the second quarter of 2005, the Company added four additional properties to its portfolio, for an aggregate purchase price of approximately $28.6 million.  In April, the Company also extended a mortgage loan in the amount of $10.0 million on an office building.

          Subsequent to the end of the quarter, the Company acquired three additional properties for an aggregate purchase price of approximately $33.0 million. The Company also amended its line of credit to increase the maximum availability under the line from $50 million to $60 million.  As of August 2, 2005, the Company had aggregate borrowings outstanding of $49.4 million and has available borrowing capacity of $58.3 million under the line of credit. Following the end of the quarter, the Company also entered into two separate long-term notes that are collateralized by its Canadian properties.  These notes both accrue interest at an interest rate of 5.22% per year, based upon a twenty-five year term, with both principal and interest being paid each month. The Company used the proceeds from the notes to pay down the line of credit.

          “The second quarter was very productive, resulting in the acquisition of four additional properties for $28.6 million and a mortgage loan for $10.0 million.  An additional three properties were also acquired subsequent to the end of the quarter for a total of $33.0 million.  We believe that the addition of these investments should produce long-term growth for the company and our shareholders.  We anticipate continued dividend and portfolio growth as we seek select opportunities,” said Chip Stelljes, Executive Vice President and Chief Investment Officer.



          The National Association of Real Estate Investment Trusts (NAREIT) developed FFO, as a relative non-GAAP (Generally Accepted Accounting Principles) supplemental measure of operating performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP.  FFO, as defined by NAREIT, is net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of 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 (loss)), and should not be considered an alternative to either net income (loss) as an indication of our performance or to cash flow from operations as a measure of liquidity or ability to make distributions.

A reconciliation of net income, which we believe is the most directly comparable GAAP measure, to FFO is set forth below:

 

 

For the
three months
ended June
30, 2005

 

For the
three months
ended June
30, 2004

 

For the
six months
ended June
30, 2005

 

For the
six months
ended June
30, 2004

 

 

 



 



 



 



 

Net income (loss)

 

$

1,149,531

 

$

132,275

 

$

1,684,715

 

$

(61,029)

 

Real estate depreciation and amortization

 

 

696,976

 

 

126,772

 

 

1,234,731

 

 

206,101

 

Funds from operations

 

 

1,846,507

 

 

259,047

 

 

2,919,446

 

 

145,072

 

Weighted average shares outstanding - diluted

 

 

7,692,639

 

 

7,695,134

 

 

7,715,100

 

 

7,764,732

 

Diluted net income (loss) per weighted average common share

 

$

0.15

 

$

0.02

 

$

0.22

 

$

(0.01)

 

Diluted funds from operations per weighted average common share.

 

$

0.24

 

$

0.03

 

$

0.38

 

$

0.02

 

          To learn more about our FFO please refer to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 filed with the Securities and Exchange Commission (“SEC”) today and on our web site at http://www.GladstoneCommercial.com.

          The financial statements attached below are without footnotes so readers should obtain and carefully review our Form 10-Q for the quarter ended June 30, 2005, including the footnotes to the financial statements contained therein.  We have filed the Form 10-Q today with the SEC and the Form 10-Q can be retrieved at the SEC website at http://www.SEC.gov or the website for Gladstone Commercial at http://www.GladstoneCommercial.com.

          Gladstone Commercial will have a conference call at 9:30 am EDT, August 3, 2005.  To enter the call please dial 888-413-5357 and use the confirmation code 745631.  An operator will monitor the call and set a queue for questions. To hear the replay of the call please dial 888-266-2081 and use the confirmation code 745631.

          Gladstone Commercial Corporation is a publicly traded real estate investment trust that focuses on investing in and owning triple-net leased industrial and commercial real estate properties through sale/leaseback transactions and selectively making long-term mortgage loans. Additional information can be found at http://www.GladstoneCommercial.com.

          For further information contact our Investor Relations Manager, Kelly Sargent at 703-287-5835.



          This press release may include statements that may constitute “forward- looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements with regard to the future performance of the Company and the closing of any transaction.  Words such as “believes,” “anticipates”, “intends,” “expects,” “projects” and “future” or similar expressions are intended to identify forward-looking statements.  These forward-looking statements inherently involve certain risks and uncertainties, although they are based on the Company’s current plans that are believed to be reasonable as of the date of this press release.  Factors that may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements include, among others, those factors listed under the caption “Risk factors” of the Company’s Annual Report on Form 10-K for the year ended, December 31, 2004, as filed with the Securities and Exchange Commission on March 8, 2005.  The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Gladstone Commercial Corporation
Consolidated Balance Sheets
(Unaudited)

 

 

June 30,
2005

 

December 31,
2004

 

 

 


 


 

ASSETS

 

 

 

 

 

 

 

Real estate, net

 

$

94,245,941

 

$

60,466,330

 

Mortgage note receivable

 

 

21,064,861

 

 

11,107,717

 

Cash and cash equivalents

 

 

216,434

 

 

29,153,987

 

Funds held in escrow

 

 

1,284,350

 

 

1,060,977

 

Interest receivable - mortgage note

 

 

67,619

 

 

64,795

 

Interest receivable - employees

 

 

5,236

 

 

4,792

 

Deferred rent receivable

 

 

4,293,573

 

 

210,846

 

Deferred financing costs

 

 

990,340

 

 

—  

 

Prepaid expenses

 

 

101,677

 

 

170,685

 

Deposits on real estate

 

 

550,000

 

 

50,000

 

Other assets

 

 

5,304

 

 

64,819

 

Lease intangibles, net of accumulated amortization of $457,151 and $194,047, respectively

 

 

5,362,850

 

 

3,230,146

 

TOTAL ASSETS

 

$

128,188,185

 

$

105,585,094

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Due to Adviser

 

$

124,171

 

$

129,231

 

Accounts payable and accrued expenses

 

 

280,920

 

 

168,389

 

Dividends payable

 

 

—  

 

 

920,040

 

Mortgage note payable

 

 

3,137,529

 

 

—  

 

Borrowings under line of credit

 

 

22,010,000

 

 

—  

 

Rent received in advance, security deposits and funds held in escrow

 

 

1,462,886

 

 

1,674,741

 

Total Liabilities

 

 

27,015,506

 

 

2,892,401

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Common stock, $0.001 par value, 20,000,000 shares authorized and 7,672,000 and 7,667,000 shares issued and outstanding, respectively

 

 

7,672

 

 

7,667

 

Additional paid in capital

 

 

105,502,544

 

 

105,427,549

 

Notes receivable - employees

 

 

(433,789

)

 

(375,000

)

Distributions in excess of accumulated earnings

 

 

(3,903,748

)

 

(2,367,523

)

Total Stockholders’ Equity

 

 

101,172,679

 

 

102,692,693

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

128,188,185

 

$

105,585,094

 




Gladstone Commercial Corporation
Consolidated Statements of Operations
(Unaudited)

 

 

For the
three
months
ended June
30, 2005

 

For the
three
months
ended June
30, 2004

 

For the
six
months
ended June
30, 2005

 

For the
six
months
ended June
30, 2004

 

 

 


 


 


 


 

OPERATING REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

2,235,241

 

$

403,690

 

$

4,082,248

 

$

601,463

 

Interest income from mortgage note receivable

 

 

501,645

 

 

278,980

 

 

797,228

 

 

412,400

 

Tenant recovery revenue

 

 

39,557

 

 

—  

 

 

41,600

 

 

—  

 

Total operating revenues

 

 

2,776,443

 

 

682,670

 

 

4,921,076

 

 

1,013,863

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

696,976

 

 

126,772

 

 

1,234,731

 

 

206,101

 

Management advisory fee

 

 

483,794

 

 

280,122

 

 

955,655

 

 

509,538

 

Professional fees

 

 

16,759

 

 

66,973

 

 

348,003

 

 

275,430

 

Taxes and licenses

 

 

25,441

 

 

2,250

 

 

153,714

 

 

12,570

 

Insurance

 

 

67,021

 

 

64,488

 

 

137,404

 

 

128,975

 

Interest

 

 

254,803

 

 

—  

 

 

291,022

 

 

—  

 

General and administrative

 

 

97,836

 

 

172,313

 

 

230,664

 

 

277,263

 

Total operating expenses

 

 

1,642,630

 

 

712,918

 

 

3,351,193

 

 

1,409,877

 

Income (loss) from operations

 

 

1,133,813

 

 

(30,248

)

 

1,569,883

 

 

(396,014

)

Interest income from temporary investments

 

 

13,192

 

 

162,523

 

 

107,713

 

 

334,985

 

Interest income - employee loans

 

 

5,236

 

 

—  

 

 

9,921

 

 

—  

 

Loss on foreign currency translation

 

 

(2,710

)

 

—  

 

 

(2,802

)

 

—  

 

Other income

 

 

15,718

 

 

162,523

 

 

114,832

 

 

334,985

 

NET INCOME (LOSS)

 

$

1,149,531

 

$

132,275

 

$

1,684,715

 

$

(61,029

)

Earnings (loss) per weighted average common share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.15

 

$

0.02

 

$

0.22

 

$

(0.01

)

Diluted

 

$

0.15

 

$

0.02

 

$

0.22

 

$

(0.01

)

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

7,669,802

 

 

7,642,000

 

 

7,668,409

 

 

7,642,000

 

Diluted

 

 

7,692,639

 

 

7,695,134

 

 

7,715,100

 

 

7,764,732

 




Gladstone Commercial Corporation
Consolidated Statements of Cash Flows
(Unaudited)

 

 

For the six months
ended
June 30, 2005

 

For the six months
ended
June 30, 2004

 

 

 


 


 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income (loss)

 

$

1,684,715

 

$

(61,029

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

1,234,731

 

 

206,101

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

Amortization of deferred financing costs

 

 

74,836

 

 

—  

 

Amortization of deferred rent asset

 

 

93,385

 

 

—  

 

Increase in mortgage interest receivable

 

 

(2,824

)

 

(61,950

)

Increase in employee interest receivable

 

 

(444

)

 

—  

 

Decrease in prepaid expenses

 

 

69,008

 

 

122,500

 

Decrease (increase) in other assets

 

 

59,515

 

 

(25,000

)

Increase in deferred rent receivable

 

 

(206,246

)

 

(41,535

)

Increase in accounts payable and accrued expenses

 

 

112,530

 

 

55,814

 

Decrease in due to Adviser

 

 

(5,060

)

 

(131,085

)

(Decrease) increase in rent received in advance and security deposits

 

 

(435,228

)

 

293,592

 

Net cash provided by operating activities

 

 

2,678,918

 

 

357,408

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Acquisition of real estate

 

 

(41,116,911

)

 

(22,265,178

)

Issuance of mortgage note receivable

 

 

(10,000,000

)

 

(11,170,000

)

Deposit on future acquisition

 

 

(550,000

)

 

—  

 

Principal repayments on mortgage note receivable

 

 

42,856

 

 

19,213

 

Net cash used in investing activities

 

 

(51,624,055

)

 

(33,415,965

)

Cash flows from financing activities:

 

 

 

 

 

 

 

Offering costs

 

 

—  

 

 

(7,730

)

Proceeds from borrowings under mortgage note payable

 

 

3,150,000

 

 

—  

 

Principal repayments on mortgage note payable

 

 

(12,471

)

 

—  

 

Borrowings from line of credit

 

 

22,010,000

 

 

—  

 

Principal repayments on employee loans

 

 

16,211

 

 

—  

 

Payments for deferred financing costs

 

 

(1,015,176

)

 

—  

 

Dividends paid

 

 

(4,140,980

)

 

(993,460

)

Net cash provided by (used in) financing activities

 

 

20,007,584

 

 

(1,001,190

)

Net decrease in cash and cash equivalents

 

 

(28,937,553

)

 

(34,059,747

)

Cash and cash equivalents, beginning of period

 

 

29,153,987

 

 

99,075,765

 

Cash and cash equivalents, end of period

 

$

216,434

 

$

65,016,018

 

NON-CASH FINANCING ACTIVITIES

 

 

 

 

 

 

 

Cash paid during period for interest

 

$

128,878

 

$

—  

 

Notes receivable issued in exchange for common stock associated with the exercise of employee stock options

 

$

75,000

 

$

—  

 

CONTACT:  Kelly Sargent, Investor Relations Manager of Gladstone
Commercial Corp., +1-703-287-5835/
Web site:  http://www.gladstonecommercial.com /